ANTILLIA COMMUNITY DEVELOPMENT
DISTRICT

MIAMI-DADE COUNTY SPECIAL BOARD MEETING APRIL 23, 2024
11:00 A.M.

Special District Services, Inc. 8785 SW 165th Avenue, Suite 200
Miami, FL 33024
www.antilliacdd.org 786.347.2711 ext. 2011 Telephone 877.SDS.4922 Toll Free 561.630.4923 Facsimile

Call to Order

AGENDA ANTILLIA
COMMUNITY DEVELOPMENT DISTRICT
Conference Room of the Goldbetter, Miami Business Center 1031 Ives Dairy Road
Bldg 4, Suite 228
Miami, Florida 33179
SPECIAL BOARD MEETING
April 23, 2024
11:00 A.M.

Proof of Publication	Page 1
Establish Quorum
Accept Resignation of Supervisor Bain	Page 2
Election of Officers
Additions or Deletions to Agenda
Comments from the Public for Items Not on the Agenda
Approval of Minutes
March 15, 2024 Regular Board Meeting	Page 3
New Business
Consider Approval of Resolution No. 2024-03 – Delegating Resolution NTE $22,000,000 – Series 2024 Bonds (Exhibit A - Bond Purchase Contract; Exhibit B - Preliminary Limited Offering Memorandum; Exhibit C - Continuing Disclosure Agreement; and Exhibit D – First Supplemental Trust Indenture) Exhibits will be presented under separate cover	Page 8
Consider Approval of Resolution No. 2024-04 – Declaring Assessments 170.05 FS	Page 191
Consider Approval of Resolution No. 2024-05 – Set Hearing on the Levy of Assessments
170.07 FS	Page 194
Consider Approval of the Amended and Restated Master Special Assessment Methodology Report…	Page 198
Consider Approval of the Amended and Restated Preliminary First Supplemental Special Assessment Methodology Report	Page 211
Consider Approval of First Services Facilities Management Agreement	Page 224
Old Business
Administrative Matters
Board Members Comments
Adjourn

AFFIDAVIT OF PUBLICATION

Account #	Order Number	Identification	Order PO	Amount	Cols	Depth	
127480	540920	Print Legal Ad-IPL01683180 - IPL0168318		$652.88	1	75 L	

Attention:

Laura Archer

PUBLISHED DAILY

Special District Services, Inc. 2501A Burns Road

Palm Beach Gardens, FL 33410 larcher@sdsinc.org

MIAMI-DADE-FLORIDA
STATE OF FLORIDA COUNTY OF MIAMI-DADE
Before the undersigned authority personally appeared: Mary Castro, who on oath says that he/she is CUSTODIAN OF RECORDS of The Miami Herald, a daily newspaper published at Miami in Miami-Dade County, Florida; that the attached copy of the advertisement that was published was published in said newspaper in the issue
(s) of:
Publication: Miami Herald 1 insertion(s) published on:
04/12/24

Affiant further says that the said Miami Herald is a newspaper published at Miami, in the said Miami-Dade County, Florida and that the said newspaper has heretofore been continuously published in said Dade County, Florida each day and has been entered a second class mail matter at the post office in Miami, in said Miami-Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he/she has neither paid or promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper(s).

Sworn to and subscribed before me this 12th day of April in the year of 2024

Notary Public in and for the state of Texas, residing in Dallas County

Extra charge for lost or duplicate affidavits. Legal document please do not destroy!

April 8, 2024

Board of Supervisors
Antillia Community Development District c/o Special District Services, Inc.
8785 SW 165th Avenue Suite 200
Miami, FL 33193

RE: Resignation Notice

Dear Board of Supervisors,

Please be advised that I Candice Bain am resigning my position as Board Member and Officer holding Seat #4 of the Antillia Community Development District Board of Supervisors effective as of AQ!JL.a, 2024.

Sincerely,

Ou��
Candice Bain
6607 Clair Shore Drive Apollo Beach, FL 33572

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING
MARCH 15, 2024

CALL TO ORDER

The March 15, 2024, Regular Board Meeting of the Antillia Community Development District (the “District”) was called to order at 11:06 a.m. in the Goldbetter Miami Business Center Conference Room located at 1031 Ives Dairy Road, Bldg. 4, Suite 228, Miami, Florida 33179.

PROOF OF PUBLICATION

Proof of publication was presented which showed that notice of the Regular Board Meeting had been published in the Miami Daily Business Review on October 23, 2023, as part of the District’s Fiscal Year 2023/2024 Meeting Schedule, as legally required.

ESTABLISH A QUORUM

A quorum was established with the following Supervisors in attendance Chairman Michael Caputo, Vice Chairman Timothy Smith and Supervisor Jon Seifel.

Staff present included District Manager Gloria Perez of Special District Services, Inc.; and District Counsel Scott Cochran of Billing, Cochran, Lyles, Mauro & Ramsey, P.A.

Also present was Willian Fife of Kolter, who joined the meeting via phone.

Mrs. Perez noted for the record that Candice Smith is now known as Candice Bain.

CONSIDER APPOINTMENT TO BOARD VACANCY

A MOTION was made by Supervisor Smith, seconded by Supervisor Caputo and unanimously passed appointing William Fife to fill the vacancy and unexpired term of office in Seat No. 5 which term expires in 2024.

ADMINISTER OATH OF OFFICE AND REVIEW BOARD MEMBER DUTIES & RESPONSIBILITIES

Mrs. Perez will forward to Mr. Fife an Oath of Office to be completed for District records.

ELECTION OF OFFICERS

This item was tabled until the next meeting.

ADDITIONS OR DELETIONS TO AGENDA

There were no additions or deletions to the agenda.

Page 1 of 5

COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA

There were no comments from the public for items not on the agenda.

APPROVAL OF MINUTES
November 7, 2023, Regular Board Meeting

The minutes of the November 7, 2023, Regular Board Meeting were presented for consideration.

A MOTION was made by Supervisor Smith, seconded by Supervisor Caputo and passed unanimously approving the minutes of the November 7, 2023, Regular Board Meeting, as presented.

NEW BUSINESS
Consider Resolution No. 2024-01 – Electronic Signature Policy

Resolution No. 2024-01 was presented, entitled:

RESOLUTION 2024-01

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE ANTILLIA COMMUNITY DEVELOPMENT DISTRICT ESTABLISHING AN ELECTRONIC SIGNATURE POLICY, PROVIDING DISTRICT MANAGER WITH AUTHORITY AND RESPONSIBILITY FOR APPROVAL OF ELECTRONIC SIGNATURES AND IMPLEMENTATION OF CONTROL PROCESSES AND PROCEDURES TO ENSURE COMPLIANCE, INTEGRITY, AND SECURITY, IN ACCORDANCE WITH CHAPTER 688, FLORIDA STATUTES; AND PROVIDING FOR SEVERABILITY AND EFFECTIVE DATE.

A MOTION was made by Supervisor Smith, seconded by Supervisor Caputo and unanimously passed adopting Resolution No. 2024-01, as presented.

Consider First Supplemental Methodology Report

A MOTION was made by Supervisor Smith, seconded by Supervisor Caputo and unanimously passed approving the Preliminary First Supplemental Special Assessment Methodology Report dated February 16, 2024, as presented.

Consider Engineer’s Report

A MOTION was made by Supervisor Smith, seconded by Supervisor Caputo and unanimously passed approving the Engineer’s Report, originally dated October 13, 2022, and revised on February 6, 2024, as presented.

Consider Series 2024 Bond Documents
Assignment and Acquisition Agreement (2024 Project)

Page 2 of 5

Collateral Assignment and Assumption of Development Rights relating to Antillia (Series 2024 Bonds)
Completion Agreement (2024 Project)
Declaration of Consent to the Antillia Community Development District and to Imposition of Special Assessments (Series 2024 Bonds)
Lien of Record of the Antillia Community Development District (Series 2024 Bonds)
True-Up Agreement (Series 2024 Bonds)
Partial Assignment and Assumption Agreement (Downrite Engineering Corp Site Improvement Contract)
Mr. Cochran reviewed all of the documents and recommended that the Board re-approve the same as a long lapse of time had passed since they were originally approved and everything had been updated to 2024.

A MOTION was made by Supervisor Smith and seconded by Supervisor Caputo to approve the presented documents in substantial final form of which may be further amended as needed, consisting of: Assignment and Acquisition Agreement (2024 Project), Collateral Assignment and Assumption of Development Rights relating to Antillia (Series 2024 Bonds), Completion Agreement (2024 Project) Declaration of Consent to the Antillia Community Development District and to Imposition of Special Assessments (Series 2024 Bonds), Lien of Record of the Antillia Community Development District (Series 2024 Bonds), True-Up Agreement (Series 2024 Bonds), and the Partial Assignment and Assumption Agreement (Downrite Engineering Corp Site Improvement Contract).

Consider Resolution No. 2023-02 – Adopting a Proposed Budget for Fiscal Year 2024/2025 and Setting a Public Hearing Date

Mrs. Perez presented Resolution No. 2024-02, entitled:

RESOLUTION 2024-02
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE ANTILLIA COMMUNITY DEVELOPMENT DISTRICT APPROVING A PROPOSED BUDGET FOR FISCAL YEAR 2024/2025 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW AND PROVIDING AN EFFECTIVE DATE.

For the Debt Assessment $100 has been added to the amount in the current Supplemental Methodology. This amount can be lowered for the Final Budget when the Bond numbers are finalized. The Administrative Budget is higher than last year. Legal Advertising costs will increase due to the closing of the Miami Daily Business Review. For Maintenance, amounts have been left the same for the Perimeter Landscaping and Lake Maintenance; a line item was added for the Environmental Engineering Consulting and Inspection Services. The District is well below the maximum O&M restrictive covenant

Page 3 of 5

amount. The estimated available funds as of 9-30-24 are anticipated to be $5,000, should no unforeseen expenses occur. No carryover balance has been applied ($0 was set-up last year).
Because 2024/2025 will be the first year the District will be on the roll, letters to residents will be needed. Two Scenarios have been presented:
Scenario One with Debt Service (assuming the Bond will be issued) Scenario Two without Debt Service

A MOTION was made by Supervisor Smith, seconded by Supervisor Caputo and unanimously passed adopting Resolution No. 2024-02, as presented, approving a Proposed Budget for FY 2024/2025, thereby selecting Scenario One and Setting the Public Hearing for finalization for Friday, May 17, 2024, at 11:00
a.m. in the Conference Room of the Goldbetter Miami Business Center located at 1031 Ives Dairy Road, Bldg. 4, Suite 228, Miami, Florida 33179; and further authorizing letters and advertisements as required.

AUDITOR SELECTION COMMITTEE
Ranking of Proposals/Consider Selection of an Auditor

Mrs. Perez then recessed the Regular Board Meeting and opened a meeting of the Auditor Selection Committee.

Mrs. Perez noted that the purpose of the Audit Committee meeting was to rank and recommend, in order of preference, the auditor proposals. She explained that Grau & Associates was the only firm that had responded. A discussion ensued after which:

A MOTION was made by Supervisor Smith, seconded by Supervisor Caputo waiving the requirement for the minimum number of proposals and ranking Grau & Associates as number 1, and for said qualified provider to perform the auditing services.

There being no further Audit Committee business to conduct, Mrs. Perez adjourned the Audit Committee Meeting and simultaneously reconvened the Regular Board Meeting.

A discussion ensued after which the Board, acting as the District Board, accepted the recommendation of the Audit Committee as follows:

A MOTION was made by Supervisor Smith, seconded by Supervisor Caputo approving the engagement of the auditing firm of Grau & Associates, a qualified auditing firm, to perform audits for the fiscal years ending September 30, 2023, September 30, 2024, and September 30, 2025, at the following rates:
Audit for fiscal year ended September 30, 2023, in the amount of $4,200; Audit for fiscal year ending September 30, 2024, in the amount of $4,300; and Audit for fiscal year ending September 30, 2025, in the amount of $4,400

and further approving/authorizing District management to negotiate fees for the fiscal years ending 2026 and 2027, as proposed by Grau for 2026 at $4,500 and for 2027 at $4,600, respectively, for future extension consideration.

OLD BUSINESS

Page 4 of 5

There were no Old Business items to come before the Board.

ADMINISTRATIVE MATTERS
Financial Update

Mrs. Perez presented the financial statement through January 2024, noting that available funds as of February 29, 2024, were $4,760.26.

A MOTION was made by Supervisor Smith, seconded by Supervisor Caputo and passed unanimously ratifying and approving the financials, as presented.

BOARD MEMBER COMMENTS
District Counsel Memorandum Regarding Required Ethics Training and Financial Disclosure

Mr. Cochran provided an overview of the Memorandum Regarding Required Ethics Training and Financial Disclosure. Mrs. Perez agreed to send a reminder for same.

ADJOURNMENT

There being no further business to come before the Board, a MOTION was made by Supervisor Smith, seconded by Supervisor Caputo and passed unanimously adjourning the Regular Board Meeting at 11:23 a.m.

ATTESTED BY:

Secretary/Assistant Secretary	Chairperson/Vice-Chair

Page 5 of 5

RESOLUTION NO. 2024-03

A RESOLUTION OF THE BOARD OF SUPERVISORS (THE “BOARD”) OF THE ANTILLIA COMMUNITY DEVELOPMENT DISTRICT (THE “DISTRICT”) AMENDING AND RESTATING RESOLUTION NO. 2023-01 AND HEREBY AUTHORIZING THE ISSUANCE OF NOT EXCEEDING
$22,000,000 ANTILLIA COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024 (2024 PROJECT) (THE “2024 BONDS”) TO FINANCE CERTAIN PUBLIC INFRASTRUCTURE WITHIN THE DISTRICT; DETERMINING THE NEED FOR A NEGOTIATED LIMITED OFFERING OF THE 2024 BONDS AND PROVIDING FOR A DELEGATED AWARD OF SUCH BONDS; APPOINTING THE UNDERWRITER FOR THE LIMITED OFFERING OF THE 2024 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT WITH RESPECT TO THE 2024 BONDS; APPROVING THE USE OF THAT CERTAIN MASTER TRUST INDENTURE PREVIOUSLY APPROVED BY THE BOARD WITH RESPECT TO THE 2024 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST INDENTURE GOVERNING THE 2024 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM; APPROVING THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE AGREEMENT, AND APPOINTING A DISSEMINATION AGENT; APPROVING THE APPLICATION OF BOND PROCEEDS; AUTHORIZING CERTAIN MODIFICATIONS TO THE ASSESSMENT METHODOLOGY REPORT AND ENGINEER’S REPORT; PROVIDING FOR THE REGISTRATION OF THE 2024 BONDS PURSUANT TO THE DTC BOOK-ENTRY ONLY SYSTEM; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE 2024 BONDS; AND PROVIDING FOR SEVERABILITY, CONFLICTS AND AN EFFECTIVE DATE.
WHEREAS, Antillia Community Development District (the “District”), is a local unit of special-purpose government organized and existing in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), created by Ordinance No. 22-103 enacted by the Board of County Commissioners of Miami-Dade County, Florida on September 1, 2022 and effective September 11, 2022;
WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction; and
WHEREAS, the Board of Supervisors of the District (herein, the “Board”) has previously adopted Resolution No. 2022-11 on October 21, 2022 (the “Initial Bond Resolution”), pursuant to

which the District authorized the issuance of not to exceed $22,000,000 of its Special Assessment Bonds to be issued in one or more Series to finance all or a portion of the District’s capital improvement program to be built in one or more phases; and
WHEREAS, any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Initial Bond Resolution; and
WHEREAS, pursuant to the Initial Bond Resolution, the Board approved the form of Master Trust Indenture (the “Master Indenture”) and First Supplemental Trust Indenture to be entered into by the District and Regions Bank, as trustee (the “Trustee”); and
WHEREAS, the Board previously adopted Resolution No. 2023-01 (herein, the “Prior Delegation Resolution”) authorizing a principal amount of Special Assessment Bonds in an amount of not exceeding $14,445,000; and
WHEREAS, in light of increased costs of the public infrastructure relating to the District’s capital improvement plan, it is deemed necessary to amend and restate the Prior Delegation Resolution primarily to increase the authorized amount of 2024 Bonds (as defined below) from
$14,445,000 to $22,000,000; and
WHEREAS, it is deemed necessary to approve a revised First Supplemental Trust Indenture (the “First Supplemental”) because of changes made since such instrument was previously approved pursuant to the Initial Bond Resolution; and
WHEREAS, the Board hereby determines to issue its Antillia Community Development District Special Assessment Bonds, Series 2024 (2024 Project) (the “2024 Bonds”) in the principal amount of not exceeding $22,000,000 for the purpose of providing funds to finance a portion of the public infrastructure within the District, as described in the District’s Engineer’s Report dated October 13, 2022 as revised on February 6, 2024, as further supplemented and amended from time to time (the “Engineer’s Report” and the portion of the described improvements financed with the 2024 Bonds, the “2024 Project”); and
WHEREAS, the 2024 Project is hereby determined to be necessary to coincide with the developer’s plan of development; and
WHEREAS, there has been submitted to this meeting, with respect to the issuance and sale of the 2024 Bonds, and submitted to the Board forms of:
a Bond Purchase Contract with respect to the 2024 Bonds by and between FMSbonds, Inc., as the underwriter (the “Underwriter”) and the District, together with the form of a disclosure statement attached to the Bond Purchase Contract pursuant to Section 218.385, Florida Statutes, substantially in the form attached hereto as Exhibit A (the “Bond Purchase Contract”);
a Preliminary Limited Offering Memorandum substantially in the form attached hereto as Exhibit B (the “Preliminary Limited Offering Memorandum”);

a Continuing Disclosure Agreement among the District, the dissemination agent named therein and the obligated parties named therein, substantially in the form attached hereto as Exhibit C; and
a revised First Supplemental between the District and the Trustee, substantially in the form attached hereto as Exhibit D and, together with the Master Indenture previously approved pursuant to the Initial Bond Resolution, the “2024 Indenture.”
WHEREAS, in connection with the sale of the 2024 Bonds, it may be necessary that certain modifications be made to the Master Special Assessment Methodology Report dated October 21, 2022, as supplemented and amended from time to time (the “Assessment Methodology Report”) and the Engineer’s Report to conform such reports to the final terms of the 2024 Bonds; and
WHEREAS, the proceeds of the 2024 Bonds shall also fund a debt service reserve account, pay capitalized interest, if any, and pay the costs of the issuance of the 2024 Bonds.
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the Antillia Community Development District (the “Board”), as follows:
Section 1.  Negotiated Limited Offering of 2024 Bonds. The District hereby finds that because of the complex nature of assessment bond financings in order to better time the sale of the 2024 Bonds and secure better interest rates, it is necessary and in the best interest of the District that the 2024 Bonds, in the aggregate principal amount of not exceeding $22,000,000, be sold on a negotiated limited offering basis. The District hereby further finds that it will not be adversely affected if the 2024 Bonds are not sold pursuant to competitive sale.
Section 2.  Purpose. The District has authorized its capital improvement plan for the development of the District, as set forth in the Engineer’s Report, and hereby authorizes the financing of a portion of the acquisition and construction of certain public infrastructure benefiting certain assessable lands within the District by issuing the 2024 Bonds to finance a portion of such public infrastructure described in the Engineer’s Report and constituting the 2024 Project. The 2024 Project includes, but is not limited to, stormwater management and control facilities including related earthwork, public roadway improvements, water, sewer and reclaimed water facilities, landscaping, hardscaping and irrigation in public rights of way, differential cost of undergrounding electric utilities and on-site mitigation, all as more particularly described in the Engineer’s Report.
Section 3.   Sale of the 2024 Bonds. Except as otherwise provided in the last sentence of this Section 3, the proposal submitted by the Underwriter offering to purchase the 2024 Bonds at the purchase price established pursuant to the parameters set forth below and on the terms and conditions set forth in the Bond Purchase Contract (attached hereto as Exhibit A), are hereby approved and adopted by the District in substantially the form presented. Subject to the last sentence of this Section 3, the Chairperson (or, in the absence of the Chairperson, any other member of the Board) is hereby authorized to execute and deliver on behalf of the District, and the Secretary of the District is hereby authorized (if so required) to affix the seal of the District and

attest to the execution of the Bond Purchase Contract in substantially the form presented at this meeting. The disclosure statements of the Underwriter, as required by Section 218.385, Florida Statutes, to be delivered to the District upon the execution of the Bond Purchase Contract, a copy of which is attached as an exhibit to the Bond Purchase Contract, will be entered into the official records of the District. The Bond Purchase Contract, in final form as determined by counsel to the District and the Chairperson, may be executed by the District without further action provided that
(i) the 2024 Bonds mature not later than the statutory permitted period; (ii) the principal amount of the 2024 Bonds issued does not exceed $22,000,000; (iii) the interest rate on the 2024 Bonds shall not exceed the maximum rate permitted under Florida law; (iv) if the 2024 Bonds are subject to optional redemption which determination will be made on or before the sale date of the 2024 Bonds, the first optional call date and the redemption price shall be determined on or before the execution of the Bond Purchase Contract; and (v) the purchase price to be paid by the Underwriter for the 2024 Bonds is not less than 98% of the par amount of the 2024 Bonds issued (exclusive of any original issuance discount).
Section 4. The Limited Offering Memorandum. The Limited Offering Memorandum, in substantially the form of the Preliminary Limited Offering Memorandum (subject to the other conditions set forth herein) attached hereto as Exhibit B, with such changes as are necessary to conform to the details of the 2024 Bonds and the requirements of the Bond Purchase Contract, is hereby approved. The District hereby authorizes the execution of the Limited Offering Memorandum and the District hereby authorizes the Limited Offering Memorandum, when in final form, to be used in connection with the limited offering and sale of the 2024 Bonds. The District hereby authorizes and consents to the use by the Underwriter of a Preliminary Limited Offering Memorandum substantially in the form attached hereto as Exhibit B, in connection with the limited offering of the 2024 Bonds. The final form of a Preliminary Limited Offering Memorandum shall be determined by the Underwriter and the professional staff of the District. The Limited Offering Memorandum may be modified in a manner not inconsistent with the substance thereof and the terms of the 2024 Bonds as shall be deemed advisable by Bond Counsel and counsel to the District, with final approval by the Chairperson. The Chairperson (or, in the absence of the Chairperson, any other member of the Board) is hereby further authorized to execute and deliver on behalf of the District, the Limited Offering Memorandum and any amendment or supplement thereto, with such changes, modifications and deletions as the member of the Board executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the District, with final approval by the Chairperson, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the District. The District hereby authorizes the Chairperson (or, in the absence of the Chairperson, any other member of the Board) to deem “final” the Preliminary Limited Offering Memorandum except for permitted omissions all within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, as amended, and to execute a certificate in that regard.
Section 5.  Details of the 2024 Bonds. The proceeds of the 2024 Bonds shall be applied in accordance with the provisions of the 2024 Indenture. The 2024 Bonds shall mature in the years and in the amounts, bear interest at such rates and be subject to redemption, all as provided in the First Supplemental. The execution of the First Supplemental shall constitute approval of such terms as set forth in the 2024 Indenture and this Resolution. The maximum aggregate principal amount of the 2024 Bonds authorized to be issued pursuant to this Resolution and the 2024 Indenture shall not exceed $22,000,000.

Section 6. Continuing Disclosure; Dissemination Agent. The Board does hereby authorize and approve the execution and delivery of a Continuing Disclosure Agreement by the Chairperson (or, in the absence of the Chairperson, any other member of the Board) substantially in the form presented to this meeting and attached hereto as Exhibit C. The Continuing Disclosure Agreement is being executed by the District and the other parties thereto in order to assist the Underwriter in the marketing of the 2024 Bonds and compliance with Rule 15c2-12 of the Securities and Exchange Commission. Special District Services, Inc. is hereby appointed the initial dissemination agent.
Section 7.  Authorization of Execution and Delivery of the First Supplemental Trust Indenture; Application of Master Indenture. The District does hereby authorize and approve the execution by the Chairperson (or, in the absence of the Chairperson, the Vice Chairperson or any other member of the Board) and the Secretary or any Assistant Secretary to attest and authorize the delivery of the previously approved Master Indenture and First Supplemental, both between the District and the Trustee. The 2024 Indenture shall provide for the security of the 2024 Bonds and express the terms of the 2024 Bonds. The First Supplemental shall be substantially in the form attached hereto as Exhibit D and is hereby approved, with such changes therein as are necessary or desirable to reflect the terms of the sale of the 2024 Bonds as shall be approved by the Chairperson (or, in the absence of the Chairperson, the Vice Chairperson, or any other member of the Board) executing the same upon the advice of Bond Counsel and counsel to the District, with such execution to constitute conclusive evidence of such officer’s approval and the District’s approval of any changes therein from the form of the First Supplemental attached hereto as Exhibit D.
Section 8.  Authorization and Ratification of Prior Acts. All actions previously taken by or on behalf of District in connection with the issuance of the 2024 Bonds are hereby authorized, ratified and confirmed.
Section 9. Appointment of Underwriter. The Board hereby formally appoints FMSbonds, Inc., as the Underwriter for the 2024 Bonds.
Section 10. Book-Entry Only Registration System. The registration of the 2024 Bonds shall initially be by the book-entry only system established with The Depository Trust Company.
Section 11. Assessment Methodology Report. The Board hereby authorizes any modifications to the Assessment Methodology Report prepared by Special District Services, Inc. in connection with the 2024 Bonds if such modifications are determined to be appropriate in connection with the issuance of the 2024 Bonds.
Section 12.  Engineer’s Report. The Board hereby authorizes any modifications to the Engineer’s Report prepared by HSG Group, LLC if such modifications are determined to be appropriate in connection with the issuance of the 2024 Bonds or modifications to the 2024 Project.
Section 13. Further Official Action. The Chairperson, the Vice Chairperson, the Secretary and each other member of the Board and any other proper official or member of the professional staff of the District are each hereby authorized and directed to execute and deliver

any and all documents and instruments and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairperson, the Vice Chairperson or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District herein authorized. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation.
Section 14. Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.
Section 15.  Inconsistent Proceedings. All resolutions, including but not limited to the prior Delegation Resolution, or proceedings, or parts thereof, in conflict with the provisions hereof are to the extent of such conflict hereby repealed or amended to the extent of such inconsistency.
PASSED in public session of the Board of Supervisors of the Antillia Community Development District, this 23rd day of April, 2024.

ATTEST:

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

By:				By:		 Name: Gloria Perez				Name: 		 Title: Secretary			   Title: Chairperson/Vice Chairperson	
Board of Supervisors	

EXHIBIT A
FORM OF BOND PURCHASE CONTRACT

EXHIBIT B
DRAFT COPY OF PRELIMINARY LIMITED OFFERING MEMORANDUM

EXHIBIT C
FORM OF CONTINUING DISCLOSURE AGREEMENT

EXHIBIT D
FORM OF FIRST SUPPLEMENTAL TRUST INDENTURE

685166226v7

DRAFT-3
GrayRobinson, P.A. April 12, 2024

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT (MIAMI-DADE COUNTY, FLORIDA)

$[	]
Special Assessment Bonds, Series 2024 (2024 Project)

BOND PURCHASE CONTRACT [	], 2024
Board of Supervisors
Antillia Community Development District Miami-Dade County, Florida
Board of Supervisors:
FMSbonds, Inc. (the "Underwriter") offers to enter into this Bond Purchase Contract (the "Purchase Contract") with the Antillia Community Development District (the "District"). The District is located entirely within the unincorporated boundaries of Miami-Dade County, Florida (the "County"). This offer of the Underwriter shall, unless accepted by the District, acting through its Board of Supervisors (the "Board"), expire at 4:00 P.M. prevailing time within the jurisdiction of the District on the date hereof, unless previously withdrawn or extended in writing by the Underwriter. This Purchase Contract shall be binding upon the District and the Underwriter upon execution and delivery. Any capitalized word not defined herein shall have the meaning ascribed thereto in the Preliminary Limited Offering Memorandum (as hereinafter defined). In conformance with Section 218.385, Florida Statutes, as amended, the Underwriter hereby delivers to the District the Disclosure and Truth-In-Bonding Statements attached hereto as Exhibit A.
Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the District, and the District hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the District's $[	] Special Assessment Bonds, Series 2024 (2024 Project) (the "Series 2024 Bonds"). The Series 2024 Bonds shall be dated their date of delivery and shall mature on the dates, shall bear interest at the rates, and shall be subject to redemption prior to maturity, all as provided in Exhibit B attached hereto.
The purchase price for the Series 2024 Bonds shall be $[	] (representing the
$[	] aggregate principal amount of the Series 2024 Bonds [plus/less net original issue premium/discount of $[	] and] less an underwriter's discount of $[	]). Payment of the purchase price and delivery of the Series 2024 Bonds and the other actions contemplated hereby to take place at the time of such payment and delivery are hereinafter referred to as the "Closing."
	The Series 2024 Bonds. The Series 2024 Bonds are to be issued by the District, a local unit of special-purpose government of the State of Florida (the "State") created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, any successor statute thereto, the Florida Constitution, and other applicable provisions of law (collectively, the "Act"), by Ordinance No. 22-103 enacted by the Board of County Commissioners of the County on September 1, 2022 and becoming effective on September 11, 2022 (the "Ordinance"). The Series 2024 Bonds are being issued pursuant to the Act and secured pursuant to the provisions of a Master Trust Indenture dated as of [	] 1, 2024 (the "Master Indenture"), as supplemented by a First Supplemental Trust Indenture

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dated as of [	] 1, 2024 (the "First Supplemental Indenture" and, together with the Master Indenture, the "Indentures"), each by and between the District and Regions Bank, as trustee (the "Trustee"), and by Resolution No. 2022-11, adopted by the Board of Supervisors of the District (the "Board") on October 21, 2022 and Resolution No. 2024-03, adopted by the Board on April 23, 2024 (collectively, the "Bond Resolution").
The Series 2024 Special Assessments, comprising the Series 2024 Pledged Revenues for the Series 2024 Bonds, have been levied, or by the time of Closing will be levied, by the District on those lands within the District specially benefited by the 2024 Project pursuant to the Assessment Resolutions (as such term is defined in the Indentures).
Limited Offering; Establishment of Issue Price. It shall be a condition to the District's obligation to sell and to deliver the Series 2024 Bonds to the Underwriter, and to the Underwriter's obligation to purchase, accept delivery of and pay for the Series 2024 Bonds, that the entire principal amount of the Series 2024 Bonds be issued, sold and delivered by the District and purchased, accepted and paid for by the Underwriter at the Closing and that the District and the Underwriter receive the opinions, documents and certificates described in Section 8(c) hereof.
The Underwriter agrees to assist the District in establishing the issue price of the Series 2024 Bonds and shall execute and deliver to the District at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, in a form reasonably satisfactory to Series 2024 Bond Counsel, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the District and Series 2024 Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2024 Bonds.
Except as otherwise indicated in Exhibit B, the District will treat the first price at which 10% of each maturity of the Series 2024 Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the District the price or prices at which the Underwriter has sold to the public each maturity of Series 2024 Bonds. If at that time the 10% test has not been satisfied as to any maturity, the Underwriter agrees to promptly report to the District the prices at which the Series 2024 Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to each Series 2024 Bonds of that maturity or until all Series 2024 Bonds of that maturity have been sold to the public provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Issuer or Bond Counsel. For purposes of this Section, if Series 2024 Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Securities.
The Underwriter confirms that it has offered the Series 2024 Bonds to accredited investors constituting the public on or before the date of this Purchase Contract at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except as otherwise set forth therein. Exhibit B also sets forth, as of the date of this Purchase Contract, the maturities of the Series 2024 Bonds for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering- price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the

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Series 2024 Bonds, the Underwriter will neither offer nor sell unsold Series 2024 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
the close of the fifth (5th) business day after the sale date; or
the date on which the Underwriter has sold at least 10% of that maturity of the Series 2024 Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series 2024 Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter confirms that:
any selling group agreement and any third-party distribution agreement relating to the initial sale of the Series 2024 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(i) to report the prices at which it sells to the public the unsold Series 2024 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2024 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to each Series 2024 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
to promptly notify the Underwriter of any sales of Series 2024 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2024 Bonds to the public (each such term being used as defined below), and
to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker- dealer is a sale to the public.
any selling group agreement relating to the initial sale of the Series 2024 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series 2024 Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Series 2024 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2024 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Series 2024 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer,

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and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
The Underwriter acknowledges that sales of any Series 2024 Bond to any person that is a related party to an Underwriter participating in the initial sale of the Series 2024 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
"public" means any person other than an underwriter or a related party,
"underwriter" means (A) any person that agrees pursuant to a written contract with the District (or with the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2024 Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause
(A) to participate in the initial sale of the Series 2024 Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Series 2024 Bonds to the public),
a purchaser of any of the Series 2024 Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another),
(B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
"sale date" means the date of execution of this Purchase Contract by all
parties.
Use of Documents. Prior to the date hereof, the District has caused to be prepared and has provided to the Underwriter a Preliminary Limited Offering Memorandum dated [	], 2024 (such Preliminary Limited Offering Memorandum, including the cover pages and all appendices thereto, and any amendments and supplements thereto that may be authorized by the District for use with respect to the Series 2024 Bonds, being herein collectively called the "Preliminary Limited Offering Memorandum") of the District related to the Series 2024 Bonds that the District has deemed final as of its date, except for certain permitted omissions (the "Permitted Omissions"), as contemplated by Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12" or the "Rule") in connection with the limited offering of the Series 2024 Bonds. The Underwriter has reviewed the Preliminary Limited Offering Memorandum prior to the execution of this Purchase Contract. The District has, prior to the date hereof, authorized the Preliminary Limited Offering Memorandum to be circulated and used by the Underwriter in connection with the limited offering of the Series 2024 Bonds. The District shall deliver or cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the date hereof but not later than three (3) days prior to the Closing Date (as defined below) and in sufficient time to allow the Underwriter to comply with all requirements of the Rule and all applicable securities laws and the rules of the Municipal Securities Rulemaking Board (the "MSRB"), a final Limited Offering Memorandum dated the date hereof (such Limited Offering Memorandum, including the cover pages and all appendices thereto, and any amendments and supplements thereto that may be authorized by the District for use with respect to the Series 2024 Bonds being herein collectively called the "Limited Offering Memorandum" and, together with the Preliminary

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Limited Offering Memorandum, the "Limited Offering Memoranda"). The District hereby ratifies and approves the circulation and use of the Preliminary Limited Offering Memorandum by the Underwriter.
Definitions. For purposes hereof, (a) this Purchase Contract, the Indentures, the Series 2024 Bonds, the Continuing Disclosure Agreement to be dated as of the Closing Date, by and among the District, CRE-KL Antillia Owner, LLC, a Delaware limited liability company (the " Developer") and Special District Services, Inc., as district manager (the "District Manager") and dissemination agent (the "Dissemination Agent"), in substantially the form attached to the Preliminary Limited Offering Memorandum as APPENDIX E thereto (the "Disclosure Agreement") and the DTC Blanket Issuer Letter of Representations entered into by the District, are referred to herein collectively as the "Financing Documents," and (b) the following items referred to herein as the "Ancillary Agreements": the Completion Agreement (2024 Project) by and between the District and the Developer, dated as of the Closing Date (the "Completion Agreement"); the Assignment and Acquisition Agreement (2024 Project) by and between the District and the Developer, dated as of the Closing Date (the "Acquisition Agreement"); the Collateral Assignment and Assumption of Development Rights Relating to Antillia (Series 2024 Bonds) by and between the District and the Developer, dated as of the Closing Date (the "Collateral Assignment") and in recordable form; the True-Up Agreement (Series 2024 Bonds) by and between the District and the Developer, dated as of the Closing Date (the "True-Up Agreement") and in recordable form; and the Declaration of Consent to Jurisdiction of the Antillia Community Development District and to Imposition of Special Assessments (Series 2024 Bonds) by the Developer, dated as of the Closing Date (the "Declaration") and in recordable form.
Representations, Warranties and Agreements. The District hereby represents, warrants and agrees as follows:
The Board is the governing body of the District and the District is and will be on the Closing Date duly organized and validly existing as a unit of special-purpose government created pursuant to the Constitution and laws of the State, including, without limitation, the Act;
The District has full legal right, power and authority to: (i) adopt the Bond Resolution and the Assessment Resolutions; (ii) enter into the Financing Documents and Ancillary Agreements to which it is a party; (iii) sell, issue and deliver the Series 2024 Bonds to the Underwriter as provided herein; (iv) apply the proceeds of the sale of the Series 2024 Bonds for the purposes described in the Preliminary Limited Offering Memorandum; (v) acknowledge and authorize the use of the Preliminary Limited Offering Memorandum and acknowledge and authorize the use and execution of the Limited Offering Memorandum; and (vi) carry out and consummate the transactions contemplated by the Bond Resolution, the Assessment Resolutions, the Financing Documents, the Ancillary Agreements to which it is a party, and the Preliminary Limited Offering Memorandum, including but not limited to entering into the agreements with the Tax Collector and Property Appraiser to provide for the collection of the Series 2024 Special Assessments, using the Uniform Method of collection in accordance with the Indentures. The District has complied, or will comply by the time of the Closing Date, and on the Closing Date will be in compliance in all material respects, with the terms of the Act and with the obligations on its part contained in the Bond Resolution, the Assessment Resolutions, the Financing Documents, the Ancillary Agreements to which it is a party and the Series 2024 Bonds;
At meetings of the Board that were or will be duly called and noticed and at which a quorum was or will be present and acting throughout, the Board has duly adopted and/or by the Closing Date will have adopted the Bond Resolution and the Assessment Resolutions, and the same are or will be in full force and effect and have not been and will not be supplemented, amended, modified or repealed, except as set forth therein. By all necessary official Board action, the District

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has duly authorized and approved the use and delivery of the Preliminary Limited Offering Memorandum and the execution and delivery of the Financing Documents, the Ancillary Agreements to which it is a party, the Series 2024 Bonds and the Limited Offering Memorandum, has duly authorized and approved and/or will by the Closing Date have duly authorized and approved the performance by the District of the obligations on its part contained in the Financing Documents, the Ancillary Agreements to which it is a party and the Series 2024 Bonds and the consummation by it of all other transactions contemplated by this Purchase Contract and the Preliminary Limited Offering Memorandum in connection with the issuance of the Series 2024 Bonds. Upon execution and delivery by the District and the Trustee (and assuming the due authorization, execution and delivery of the Indentures by the Trustee), the Indentures will constitute legal, valid and binding obligations of the District, enforceable in accordance with their terms, subject only to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Upon execution by the District and the other parties thereto (and assuming the due authorization, execution and delivery of such agreements by the other parties thereto), the Financing Documents and the Ancillary Agreements to which it is a party, will constitute the legal, valid and binding obligations of the District, enforceable in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
The District is not in material breach of or material default under any applicable provision of the Act or any applicable constitutional provision or statute or, to the best of its knowledge, administrative regulation of the State or the United States of America or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement, or other material instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and to the best of its knowledge, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or material event of default under any such instrument; and the execution and delivery of the Series 2024 Bonds, the Financing Documents, the Ancillary Agreements to which it is a party, and the Limited Offering Memorandum, the delivery of the Preliminary Limited Offering Memorandum and the adoption of the Bond Resolution and the Assessment Resolutions, and compliance with the provisions on the District's part contained therein, will not conflict with or constitute a material breach of or material default under any applicable constitutional provision, or law, or, to the best of its knowledge, any administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the District or under the terms of any such law, regulation or instrument, except as provided by the Assessment Resolutions, the Series 2024 Bonds and the Indentures. To the best of its knowledge, no event has occurred which, with the lapse of time or the giving of notice, or both, would constitute an event of default (as therein defined) under the Series 2024 Bonds, the Ancillary Agreements to which it is a party, or the Financing Documents;
All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters which are required for the due authorization by, or which would constitute a condition precedent to, or the absence of which would materially adversely affect, the due performance by the District of its obligations, to issue the Series 2024 Bonds, or under the Series 2024 Bonds, the Bond Resolution, the Assessment Resolutions, the Financing Documents or the Ancillary
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Agreements to which it is a party, have been duly obtained or will be duly obtained by the time of the Closing Date, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2024 Bonds;
The descriptions of the Series 2024 Bonds, the Financing Documents, the Ancillary Agreements and the 2024 Project, to the extent referred to in the Preliminary Limited Offering Memorandum (except for Permitted Omissions), conform in all material respects to the Series 2024 Bonds, the Financing Documents, the Ancillary Agreements and the 2024 Project, respectively;
The Series 2024 Bonds, when issued, executed and delivered in accordance with the Indentures and when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract, will be validly issued and outstanding obligations of the District, entitled to the benefits of the Indentures and upon such issuance, execution and delivery of the Series 2024 Bonds, the Indentures will provide, for the benefit of the holders from time to time of the Series 2024 Bonds, a legally valid and binding pledge of and first lien on the Series 2024 Pledged Revenues. On the Closing Date, all conditions precedent to the issuance of the Series 2024 Bonds set forth in the Indenture will have been complied with or fulfilled;
There is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to its best knowledge, threatened against the District: (i) contesting the corporate existence or powers of the Board or the titles of the respective officers of the Board to their respective offices; (ii) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2024 Bonds or the application of the proceeds of the sale thereof for the purposes described in the Preliminary Limited Offering Memorandum, or the collection of the Series 2024 Special Assessments, or the pledge of and lien on the Series 2024 Pledged Revenues pursuant to the Indentures; (iii) contesting or affecting specifically as to the District the validity or enforceability of the Act or any action of the District in any respect relating to the authorization for the issuance of the Series 2024 Bonds, or the authorization of the 2024 Project, the Bond Resolution, the Assessment Resolutions, the Financing Documents and the Ancillary Agreements to which the District is a party, or the application of the proceeds of the Series 2024 Bonds for the purposes set forth in the Preliminary Limited Offering Memorandum; (iv) contesting the federal tax status of the Series 2024 Bonds; or (v) contesting the completeness or accuracy of the Preliminary Limited Offering Memorandum or any supplement or amendment thereto;
To the extent applicable, the District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to: (i) qualify the Series 2024 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) determine the eligibility of the Series 2024 Bonds for investment under the laws of such states and other jurisdictions, and the District will use its best efforts to continue such qualifications in effect so long as required for the initial limited offering and distribution of the Series 2024 Bonds; provided, however, that the District shall not be required to execute a general or special consent to service of process or to qualify to do business in connection with any such qualification or determination in any jurisdiction or register as a broker/dealer;
As of its date (unless an event occurs of the nature described in paragraph (1) of this Section 6) and at all times subsequent thereto, up to and including the Closing Date, the statements and information contained in the Preliminary Limited Offering Memorandum (other

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than Permitted Omissions) and in the Limited Offering Memorandum are and will be accurate in all material respects for the purposes for which their use is authorized and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained or to be contained in the Limited Offering Memoranda under the captions "DESCRIPTION OF THE SERIES 2024 BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE DEVELOPER," "TAX MATTERS," "SUITABILITY FOR INVESTMENT," "LITIGATION –
The Developer," "CONTINUING DISCLOSURE" (as it relates to the Developer), and "UNDERWRITING";
If the Limited Offering Memorandum is supplemented or amended pursuant to subsection (1) of this Section 6, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained or to be contained in the Limited Offering Memoranda Memorandum under the captions "DESCRIPTION OF THE SERIES 2024 BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE DEVELOPER," "TAX MATTERS," "SUITABILITY FOR INVESTMENT," "LITIGATION – The Developer," "CONTINUING
DISCLOSURE" (as it related to the Developer), and "UNDERWRITING";
If between the date of this Purchase Contract and the earlier of (i) date that is ninety
(90) days from the end of the "Underwriting Period" as defined below or (ii) the time when the Limited Offering Memorandum is available to any person from the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System (but in no event less than twenty- five (25) days following the end of the Underwriting Period), any event shall occur, of which the District has actual knowledge, which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the District shall notify the Underwriter thereof, and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the District will at its expense supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter. The end of the Underwriting Period shall be the next business day after the Closing Date;
Since its creation, there has been no material adverse change in the properties, businesses, results of operations, prospects, management or financial or other condition of the District, except as disclosed in the Preliminary Limited Offering Memorandum, and the District has not incurred liabilities that would materially adversely affect its ability to discharge its obligations under the Bond Resolution, the Assessment Resolutions, the Series 2024 Bonds, the Financing Documents or the Ancillary Agreements to which it is a party, direct or contingent, other than as set forth in or contemplated by the Limited Offering Memoranda;
The District is not now in default and has not been in default at any time after December 31, 1975 in the payment of the principal of or the interest on any governmental security issued or guaranteed by it which would require the disclosure pursuant to Section 517.051, Florida Statutes or Rule 69W-400.003 of the Florida Department of Financial Services;

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Except as may be set forth in the Limited Offering Memoranda, the District has never failed to comply with any of its continuing disclosure obligations entered into in connection with the Rule;
Any certificate signed by any official of the District and delivered to the Underwriter will be deemed to be a representation by the District to the Underwriter as to the statements made therein; and
From the date of this Purchase Contract through the Closing Date, the District will not issue any bonds (other than the Series 2024 Bonds), notes or other obligations payable from the Pledged Revenues for the Series 2024 Bonds.
Closing. At 10:00 a.m. prevailing time on [	], 2024 (the "Closing Date") or at such later time as may be mutually agreed upon by the District and the Underwriter, the District will deliver or cause to be delivered to the Underwriter the Series 2024 Bonds in definitive book-entry-only form, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Series 2024 Bonds as set forth in Section 1 hereof, in federal or other immediately available funds to the order of the District. Delivery of the Series 2024 Bonds as aforesaid shall be made pursuant to the FAST system of delivery of The Depository Trust Company, New York, New York, or at such other place as may be mutually agreed upon by the District and the Underwriter. The Series 2024 Bonds shall be typewritten, shall be prepared and delivered as fully registered bonds in book-entry-only form, with one bond for each maturity, registered in the name of Cede & Co. and shall be made available to the Underwriter at least one
(1) business day before the Closing Date for purposes of inspection and packaging, unless otherwise agreed by the District and the Underwriter.
Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and agreements of the District contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the District of its obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations under this Purchase Contract are conditioned upon the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and are also subject to the following additional conditions:
The representations and warranties of the District contained herein shall be true, complete and correct, on the date hereof and on and as of the Closing Date, as if made on the Closing Date;
At the time of the Closing, the Bond Resolution, the Assessment Resolutions, the Series 2024 Bonds, the Ancillary Agreements and the Financing Documents shall each be in full force and effect in accordance with their respective terms and the Bond Resolution, the Assessment Resolutions, the Indentures and the Limited Offering Memoranda shall not have been supplemented, amended, modified or repealed, except in any such case as may have been agreed to by the Underwriter;
At or prior to the Closing Date, the Underwriter and the District shall have received each of the following:

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The Limited Offering Memorandum and each supplement or amendment, if any, thereto, executed on behalf of the District by the Chairperson of the Board or such other authorized member of the Board;
A copy of each of the Bond Resolution and the Assessment Resolutions certified by the Secretary or an Assistant Secretary of the Board under seal as having been duly adopted by the Board of the District and as being in full force and effect;
An executed copy of each of the Financing Documents and the Ancillary Agreements in form acceptable to the District, the Underwriter and its counsel;
The opinion, dated as of the Closing Date and addressed to the District, of Greenberg Traurig, P.A., Bond Counsel, in the form included in the Preliminary Limited Offering Memorandum as APPENDIX B, together with letter of such counsel, dated as of the Closing Date and addressed to the Underwriter and Trustee, to the effect that the foregoing opinion addressed to the District may be relied upon by the Underwriter and Trustee to the same extent as if such opinion was addressed to them;
The supplemental opinion, dated as of the Closing Date and addressed to the District and the Underwriter, of Greenberg Traurig, P.A., Bond Counsel, in the form annexed as Exhibit C hereto;
The opinion, dated as of the Closing Date and addressed to the District, the Underwriter and the Trustee (in part) of Billing, Cochran, Lyles, Mauro & Ramsey, P.A., counsel to the District, in the form annexed as Exhibit D hereto or in form and substance otherwise acceptable to the Underwriter and its counsel;
The opinion, dated as of the Closing Date and addressed to the District, the Trustee and the Underwriter of Shuffield, Lowman & Wilson, P.A., counsel to the Developer, in the form annexed as Exhibit E hereto or in form and substance otherwise acceptable to the Underwriter and its counsel;
An opinion, dated as of the Closing Date and addressed to the Underwriter and the District, of counsel to the Trustee, in form and substance acceptable to Bond Counsel, Underwriter, Underwriter's Counsel, and the District;
A customary authorization and incumbency certificate, dated as of the Closing Date, signed by authorized officers of the Trustee;
A Certificate of each of the Developer dated as of the Closing Date, in the form annexed as Exhibit F hereto, or otherwise in form and substance satisfactory to Bond Counsel, the Underwriter, Underwriter's counsel and the District;
A copy of the Ordinance;
A certificate, dated as of the Closing Date, signed by the Chairperson or Vice-Chairperson and the Secretary or an Assistant Secretary of the Board, setting forth that: (i) each of the representations of the District contained herein was true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continues to be true and accurate in all material respects on the Closing Date as if made on such date; (ii) the District has performed all obligations to

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be performed hereunder as of the Closing Date; (iii) the District has never been in default as to principal or interest with respect to any obligation issued or guaranteed by the District;
(iv) the District agrees to take all reasonable action necessary to use the Uniform Method as the means of collecting the Series 2024 Special Assessments, to the extent required by and as described in the respective Indentures; and (v) the Limited Offering Memoranda (other than the information under the captions "DESCRIPTION OF THE SERIES 2024 BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE DEVELOPER," "TAX MATTERS," "SUITABILITY FOR INVESTMENT," "LITIGATION – The
Developer" and "UNDERWRITING," as to which no view need be expressed and except for Permitted Omissions with respect to the Preliminary Limited Offering Memorandum) as of their respective dates, and as of the date hereof, do not contain any untrue statements of a material fact or omit to state a material fact which should be included therein for the purposes for which the Limited Offering Memoranda are to be used, or which is necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading;
A customary signature and no litigation certificate, dated as of the Closing Date, signed on behalf of the District by the Chairperson or Vice Chairperson and Secretary or an Assistant Secretary of the Board in form and substance acceptable to the Underwriter and Underwriter's Counsel;
Evidence of compliance by the District with the requirements of Section 189.051, Florida Statutes;
Executed copy of the District's certification as to arbitrage and other matters relative to the tax status of the Series 2024 Bonds under Section 148 of the Internal Revenue Code of 1986, as amended, and a copy of the District's Post Issuance Policies and Procedures;
Executed copy of Internal Revenue Service Form 8038-G relating to the Series 2024 Bonds;
A certificate of the District's consulting engineer, dated as of the Closing Date, in the form annexed as Exhibit G hereto or otherwise in form and substance acceptable to the District, the Underwriter and Underwriter's Counsel;
A certificate of the District Manager and Methodology Consultant in the form annexed as Exhibit H hereto or otherwise in form and substance acceptable to the District, the Underwriter and Underwriter's Counsel;
Acknowledgments in recordable form by any mortgage holder on lands within the District, if any, as to the superior lien of the Series 2024 Special Assessments in form and substance acceptable to the Underwriter and Underwriter's Counsel;
Such additional documents as may be required by the Indentures to be delivered as a condition precedent to the issuance of the Series 2024 Bonds;
Evidence of compliance by the District with the requirements of Section 215.84, Florida Statutes;

11

A certified copy of the final judgment of the Eleventh Circuit Court in and for Miami-Dade County, validating the Series 2024 Bonds and the certificate of no-appeal;
A copy of the Engineer's Report for Antillia Community Development District, dated October 13, 2022;
A certificate of the District whereby the District has deemed the Preliminary Limited Offering Memorandum final as of its date, except for Permitted Omissions, as contemplated by Rule 15c2-12 in connection with the limited offering of the Series 2024 Bonds;
A copy of the Master Special Assessment Methodology Report dated October 21, 2022, as supplemented by the First Supplemental Special Assessment Methodology Report dated as of the date hereof;
The Declarations delivered by the Developer and any other entity owning any assessed land in the District as of the Closing Date with respect to all real property owned by such entity(ies) within the District which is subject to the Series 2024 Special Assessments, in recordable form and otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel and the District;
A certificate of the Dissemination Agent (i) acknowledging its agreement to serve as the initial Dissemination Agent for the District with respect to the Series 2024 Bonds and undertake the obligations of the Dissemination Agent as set forth in the Continuing Disclosure Agreement and (ii) representing that the Dissemination Agent is aware of the continuing disclosure requirements set forth in the Continuing Disclosure Agreement and Rule 15c2-12, (iii) that it has policies and procedures in place to ensure its compliance with its obligations under the Continuing Disclosure Agreement, and (iv) covenanting to comply with the District's continuing disclosure undertakings entered into pursuant to Rule 15c2-12 at all times in the future; and
Such additional legal opinions, certificates, instruments and other documents as the Underwriter, Underwriter's Counsel, Bond Counsel or counsel to the District may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the District's representations and warranties contained herein and of the statements and information contained in the Limited Offering Memoranda and the due performance or satisfaction by the District and the Developer on or prior to the Closing of all the agreements then to be performed and conditions then to be satisfied by each.
If the District shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2024 Bonds contained in this Purchase Contract (unless waived by the Underwriter in its sole discretion), or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2024 Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the District shall be under any further obligation hereunder, except that the respective obligations of the District and the Underwriter set forth in Section 10 hereof shall continue in full force and effect.
Termination. The Underwriter shall have the right to terminate its obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Series 2024 Bonds by notifying the District of its election to do so if, after the execution hereof and prior to the Closing: (i) legislation shall

12

have been introduced in or enacted by the Congress of the United States or enacted by the State, or legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairperson or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such committee, by any member thereof, or legislation shall have been favorably reported for passage to either House of Congress of the United States by a committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or the State, including the Tax Court of the United States, or a ruling shall have been made or a regulation shall have been proposed or made or a press release or other form of notice shall have been issued by the Treasury Department of the United States, or the Internal Revenue Service or other federal or State authority, with respect to federal or State taxation upon revenues or other income of the general character to be derived by the District or by any similar body, or upon interest on obligations of the general character of the Series 2024 Bonds, which may have the purpose or effect, directly or indirectly, of materially and adversely affecting the tax status of the District, its property or income, its securities (including the Series 2024 Bonds) or the interest thereon, or any tax exemption granted or authorized by the State or, which in the reasonable opinion of the Underwriter, affects materially and adversely the market for the Series 2024 Bonds, or the market price generally of obligations of the general character of the Series 2024 Bonds; (ii) the District or either of the Developer has, without the prior written consent of the Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, or there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the District, any of the Developer or the Builders, other than (x) in the ordinary course of their respective businesses or (y) mortgages in favor of a Builder given to secure the release of security deposits under the applicable Builder Contract, as described in the Preliminary Limited Offering Memorandum; (iii) any event shall have occurred or shall exist which, in the reasonable opinion of the Underwriter, would or might cause the information contained in the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iv) the District fails to adopt the Assessment Resolutions or fails to perform any action to be performed by it in connection with the levy of the Series 2024 Special Assessments.
Expenses.
The District agrees to pay, and the Underwriter shall not be obligated to pay, any expenses incident to the performance of the District's obligations hereunder, including, but not limited to: (i) the cost of the preparation and distribution of the Indentures; (ii) the cost of the preparation and printing, if applicable, of the Limited Offering Memoranda and any supplements thereto, together with a reasonable number of copies which the Underwriter may request; (iii) the cost of registering the Series 2024 Bonds in the name of Cede & Co., as nominee of DTC, which will act as securities depository for such Bonds; (iv) the fees and disbursements of counsel to the District, the District Manager, the Dissemination Agent, Bond Counsel, Underwriter's Counsel, the District's methodology consultant, the District Engineer, the Trustee, Trustee's Counsel and any other experts or consultants retained by the District; and (v) the cost of recording in the Official Records of the County any Financing Documents, Ancillary Agreements or other documents or certificates that are required to be recorded pursuant to the terms of this Purchase Contract. It is anticipated that such expenses shall be paid from the proceeds of the Series 2024 Bonds. The District shall submit for recording all documents required to be provided in recordable form

13

hereunder within three business days after the Closing Date, which obligation shall survive the Closing.
The Underwriter agrees to pay all advertising expenses in connection with the Series 2024 Bonds, if any.
No Advisory or Fiduciary Role. The District acknowledges and agrees that (i) the purchase and sale of the Series 2024 Bonds pursuant to this Agreement is an arm's-length commercial transaction between the District and the Underwriter, (ii) in connection with such transaction and with the discussions, undertakings and procedures leading up to such transaction, the Underwriter is and has been acting solely as a principal and not as an advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), agent or fiduciary of the District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the District with respect to the limited offering of the Series 2024 Bonds or the discussions, undertakings and procedures leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has provided any services or is currently providing other services to the District on other matters) or any other obligation to the District, and the Underwriter has no obligation to the District with respect to the limited offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Issuer has consulted its own legal, financial and other advisors to the extent it has deemed appropriate in connection with the offering of the Series 2024 Bonds, (v) the Underwriter has financial and other interests that differ from those of the Issuer, and (vi) the Underwriter has provided to the District prior disclosures under Rule G-17 of the MSRB, which have been received by the District.
Notices. Any notice or other communication to be given to the District under this Purchase Contract may be given by delivering the same in writing to Special District Services, Inc., 2501A Burns Road, Palm Beach Gardens, Florida 33410, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to FMSbonds, Inc., 20660 W. Dixie Highway, North Miami Beach, Florida 33180, Attention: Jon Kessler.
Parties in Interest; Survival of Representations. This Purchase Contract is made solely for the benefit of the District and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the District's representations, warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect and survive the closing of the Series 2024 Bonds, regardless of: (i) any investigations made by or on behalf of the Underwriter and (ii) delivery of and payment for the Series 2024 Bonds pursuant to this Purchase Contract.
Effectiveness. This Purchase Contract shall become effective upon the execution by the appropriate officials of the District and shall be valid and enforceable at the time of such acceptance. To the extent of any conflict between the provisions of this Purchase Contract and any prior contract between the parties hereto, the provisions of this Purchase Contract shall govern.
Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof.
Amendment. No modification, alteration or amendment to this Purchase Contract shall be binding upon any party until such modification, alteration or amendment is reduced to writing and executed by all parties hereto.
Governing Law. This Purchase Contract shall be governed and construed in accordance with the laws of the State.

14

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

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

Accepted and agreed to this
	day of 	, 2024.	
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

By: 		 Michael Caputo,
Chairperson, Board of Supervisors	

15

EXHIBIT A
DISCLOSURE AND TRUTH-IN-BONDING STATEMENT
[	], 2024
Board of Supervisors
Antillia Community Development District Miami-Dade County, Florida
Re: Antillia Community Development District $[	] Special Assessment Bonds, Series 2024 (2024 Project) (the "Series 2024 Bonds")
Dear Board of Supervisors:
Pursuant to Chapter 218.385, Florida Statutes, and with respect to the issuance of the Series 2024 Bonds, FMSbonds, Inc. (the "Underwriter"), pursuant to a Bond Purchase Contract dated [	], 2024 (the "Bond Purchase Contract"), between the Underwriter and Antillia Community Development District (the "District"), furnishes the following disclosures to the District (all capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Bond Purchase Contract):
The underwriting discount paid to the Underwriter pursuant to the Bond Purchase Contract for the Series 2024 Bonds is $[  ] per $1,000.00 or $[	].
The names, addresses and estimated amounts of compensation of any person who is not regularly employed by, or not a partner or officer of, the Underwriter, bank, banker, or financial consultant or advisor and who enters into an understanding with either the District or the Underwriter, or both, for any paid or promised compensation or valuable consideration directly, expressly or impliedly, to act solely as an intermediary between the District and the Underwriter for the purposes of influencing any transaction in the purchase of the Series 2024 Bonds are: None.
The nature and estimated amounts of expenses to be incurred by the Underwriter in connection with the issuance of the Series 2024 Bonds are set forth in Schedule I attached hereto.
The management fee charged by the Underwriter is: $0/$1,000 or $0.
Any other fee, bonus or other compensation estimated to be paid by the Underwriter in connection with the Series 2024 Bonds to any person not regularly employed or retained by the Underwriter in connection with the Series 2024 Bonds is as follows: None. GrayRobinson, P.A. has been retained as counsel to the Underwriter and will be compensated by the District.
7.  The name and address of the Underwriter is: FMSbonds, Inc.
20660 W. Dixie Highway
North Miami Beach, Florida 33180

A-1

The District is proposing to issue $[	] aggregate amount of the Series 2024 Bonds for the purpose providing funds for (i) the Costs of acquiring and/or constructing a portion of the 2024 Project, (ii) the funding of the Series 2024 Reserve Account, (iii) funding interest on the Series 2024 Bonds through at least [May 1, 2024], and (iv) the payment of the costs of issuance of the Series 2024 Bonds.
The debt evidenced by the Series 2024 Bonds is expected to be repaid over a period of approximately [	] ( ) years, [	] (  ) months, and [	] ( ) days. [There shall be no more than thirty (30) principal installments.] At a net interest cost of approximately [	]% for the Series 2024 Bonds, total interest paid over the life of the Series 2024 Bonds will be $[		].
The primary source of repayment for the Series 2024 Bonds are the Series 2024 Special Assessments imposed and collected by the District. Based solely upon the assumptions set forth in the paragraphs above, the issuance of the Series 2024 Bonds will result in approximately $[	] (representing the average annual debt service payments due on the Series 2024 Bonds) of the Series 2024 Special Assessments revenues not being available to the District on an annual basis to finance other services of the District; provided however, that in the event that the Series 2024 Bonds were not issued, the District would not be entitled to impose and collect the Series 2024 Special Assessments, in the amount of the principal of and interest to be paid on the Series 2024 Bonds.
[Remainder of page intentionally left blank.]

A-2

Signature Page to Disclosure and Truth-in-Bonding Statement
Sincerely,

FMSBONDS, INC.

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

A-3

SCHEDULE I
Expenses for the Series 2024 Bonds:

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

A-4

EXHIBIT B
TERMS OF BONDS
Purchase Price for the Series 2024 Bonds: $[	] (representing the $[	] aggregate principal amount of the Series 2024 Bonds [plus/less net original issue premium/discount of $[	] and] less an underwriter's discount of $[		]).
Principal Amounts, Maturities, Interest Rates, Yields, and Prices:

Series 2024 Bonds	
Amount	Maturity Date	Rate	Yield	Price	

[*Yield calculated to the first optional call date of May 1, 20  ].

The Underwriter has offered the Series 2024 Bonds to the public on or before the date of this Purchase Contract at the initial offering prices set forth herein and has sold at least 10% of each maturity of the Series 2024 Bonds to the public at a price that is no higher than such initial offering prices[, except for the following maturities: 	].
Redemption Provisions: Optional Redemption
The Series 2024 Bonds may, at the option of the District, provided written notice thereof has been sent to the Trustee at least forty-five (45) days prior to the redemption date (unless the Trustee will accept less than forty-five (45) days' notice), be called for redemption prior to maturity as a whole or in part, at any time, on or after May 1, 20[  ] (less than all Series 2024 Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of Series 2024 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date from moneys on deposit in the Series 2024 Optional Redemption Subaccount of the Series 2024 Redemption Account established under the First Supplemental Indenture. If such optional redemption shall be in part, the District shall select such principal amount of Series 2024 Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Series 2024 Bonds is substantially level.
Mandatory Sinking Fund Redemption
The Series 2024 Bonds maturing on May 1, 20[ ] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

B-1

Year	Mandatory Sinking Fund Redemption Amount	

*		

*Maturity
The Series 2024 Bonds maturing on May 1, 20[ ] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

Year	Mandatory Sinking Fund Redemption Amount	

*		

*Maturity
The Series 2024 Bonds maturing on May 1, 20[ ] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

Year	Mandatory Sinking Fund Redemption Amount	

*		

*Maturity

The Series 2024 Bonds maturing on May 1, 20[ ] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

B-2

Year	Mandatory Sinking Fund Redemption Amount	

*		

*Maturity
Upon any redemption of Series 2024 Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the District shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2024 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2024 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2024 Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.
Extraordinary Mandatory Redemption
The Series 2024 Bonds are subject to extraordinary mandatory redemption prior to maturity by the District in whole or in part, on any date (other than in the case of clause (i) below which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2024 Bonds to be redeemed, plus interest accrued to the redemption date, as follows:
from Series 2024 Prepayment Principal deposited into the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account (taking into account the credit from the Series 2024 Reserve Account pursuant to the First Supplemental Indenture) following a Prepayment in whole or in part of the Series 2024 Special Assessments on any assessable property within the District in accordance with the provisions of the First Supplemental Indenture.
from moneys, if any, on deposit in the Series 2024 Funds, Accounts and Subaccounts in the Funds and Subaccounts in the Funds and Accounts (other than the Series 2024 Rebate Fund, the Series 2024 Costs of Issuance Account and the Series 2024 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2024 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the First Supplemental Indenture.
from any funds remaining on deposit in the Series 2024 Acquisition and Construction Account not otherwise reserved to complete the 2024 Project (including any amounts transferred from the Series 2024 Reserve Account) all of which have been transferred to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account.

B-3

EXHIBIT C
BOND COUNSEL'S SUPPLEMENTAL OPINION
[	], 2024
Antillia Community Development District Miami-Dade County, Florida
FMSbonds, Inc.
North Miami Beach, Florida
Re: $[	] Antillia Community Development District (Miami-Dade County, Florida) Special Assessment Bonds, Series 2024 (2024 Project) (the "Series 2024 Bonds")
Ladies and Gentlemen:
We have acted as Bond Counsel to the Antillia Community Development District (the "District"), a community development district established and existing pursuant to Chapter 190 of the Florida Statutes, as amended (the "Act"), in connection with the issuance by the District of its $[	] original aggregate principal amount of Special Assessment Bonds, Series 2024 (2024 Project) (the "Series 2024 Bonds"). The Series 2024 Bonds are secured pursuant to a Master Trust Indenture dated as of [		] 1, 2024 (the "Master Indenture"), as amended and supplemented by a First Supplemental Trust Indenture dated as of [	] 1, 2024 (the "First Supplemental Indenture" and, together with the Master Indenture, the "Indentures"), each by and between the District and Regions Bank, as trustee.
In connection with the rendering of this opinion, we have reviewed records of the acts taken by the District in connection with the authorization, sale and issuance of the Series 2024 Bonds, were present at various meetings and participated in various discussions in connection therewith and have reviewed such other documents, records and other instruments as we deem necessary to deliver this opinion.
The District has entered into a Bond Purchase Contract dated [	], 2024 (the "Purchase Contract"), for the purchase of the Series 2024 Bonds. Capitalized words used, but not defined, herein shall have the meanings ascribed thereto in the Purchase Contract.
Based upon the forgoing, we are of the opinion that:
The sale of the Series 2024 Bonds by the District is not subject to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption provided in Section 3(a)(2) of the Securities Act.
The Indentures are exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.
The information in the Limited Offering Memoranda (except for "permitted omissions" as defined in Rule 15c2-12 with respect to the Preliminary Limited Offering Memorandum) under the captions "INTRODUCTION," "DESCRIPTION OF THE SERIES 2024 BONDS," "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS," "and "APPENDIX A: PROPOSED FORMS
OF MASTER INDENTURE AND FIRST SUPPLEMENTAL INDENTURE," insofar as such statements constitute descriptions of the Series 2024 Bonds and the Indentures, are accurate as to the matters set forth or documents described therein, and the information under the captions "TAX MATTERS" and

C-1

"AGREEMENT BY THE STATE," insofar as such information purports to describe or summarize certain provisions of the laws of the State of Florida (the "State") and the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), is accurate as to the matters set forth therein.

This letter is furnished by us as Bond Counsel. No attorney-client relationship has existed or exists between our firm and FMSbonds, Inc. (the "Underwriter") in connection with the Series 2024 Bonds or by virtue of this letter. This letter is delivered to the Underwriter solely for its benefit as Underwriter and may not be used, circulated, quoted or otherwise referred to or relied upon by the Underwriter for any other purpose or by any other person other than the addressees hereto. This letter is not intended to, and may not be, relied upon by holders of the Series 2024 Bonds.
Respectfully submitted,

C-2

EXHIBIT D
ISSUER'S COUNSEL'S OPINION
[	], 2024
Antillia Community Development District Miami-Dade County, Florida
FMSbonds, Inc.
North Miami Beach, Florida
Regions Bank, as Trustee Jacksonville, Florida
Re:	$[	] Antillia Community Development District Special Assessment Bonds, Series 2024 (2024 Project)
Ladies and Gentlemen:
We have served as counsel to Antillia Community Development District (the "District") in connection with the issuance of the above-referenced bonds (the "Bonds").

Unless otherwise expressly defined herein, capitalized terms used herein shall have the respective meanings assigned to them in the Master Trust Indenture dated as of [	] 1, 2024, as supplemented by the First Supplemental Trust Indenture, dated as of [	] 1, 2024 (collectively, the "Indenture") each between the District and Regions Bank, as trustee (the "Trustee") and in the Bond Purchase Contract dated [	], 2024 (the "Purchase Contract"), between the District and FMSbonds, Inc., as Underwriter.

Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion
that:
The District has been established and validly exists as a community development district and independent local unit of special-purpose government under applicable Florida law. The Purchase Contract, the Indenture, the DTC Letter of Representations, the Continuing Disclosure Agreement, the Acquisition Agreement (Series 2024 Bonds), the Completion Agreement (Series 2024 Bonds), the Collateral Assignment and Assumption of Development Rights Relating to Antillia (Series 2024 Bonds), and the True-Up Agreement (Series 2024 Bonds) (collectively, the "Financing Documents") and the Bonds have been duly authorized, executed and delivered, and assuming due execution by the other party(ies) thereto, if applicable, the Financing Documents, the Bonds, Resolution No. 2022-11 and Resolution No. 2024-03 duly adopted by the Board on October 21, 2022 and April 23, 2024, respectively (collectively, the "Bond Resolution"), and Resolution No. 2022-12, Resolution No. 2022-13, and Resolution No. 2023-17 duly adopted by the Board on October 21, 2022, October 21, 2022, and December 8, 2022, respectively (collectively, the "Assessment Resolution"), constitute legal, valid and binding obligations of the District, enforceable in accordance with their respective terms, except to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency, and similar laws affecting creditors' rights generally and general principles of equity. The Bond Resolution and the Assessment Resolution are in full force and effect.

D-1

There is no litigation or other proceeding now pending of which the District or its registered agent has received notice or service of process, or to our best knowledge, threatened against the District:
(a) contesting the existence or powers of the Board or the titles of the respective officers of the Board to their respective offices; (b) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the application of the proceeds of the sale thereof for the purposes described in the Limited Offering Memorandum or the collection of Series 2024 Special Assessments or the pledge of and lien on the Series 2024 Pledged Revenues pursuant to the Indenture; (c) contesting or affecting specifically as to the District the validity or enforceability of the Act or any action of the District relating to authorization for the issuance of the Bonds or the authorization of the Bond Resolution, the Assessment Resolution, the Financing Documents or the application of the proceeds of the Bonds for the purposes set forth in the Limited Offering Memorandum; (d) specifically contesting the federal or state tax status of the Bonds; or
(e) contesting the completeness or accuracy of the Preliminary Limited Offering Memorandum (except for permitted omissions) or the Limited Offering Memorandum or any supplement or amendment thereto.
The District has duly authorized, executed, and delivered the Limited Offering Memorandum.
Based upon our limited participation in the preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum (collectively, the "Limited Offering Memoranda"), as counsel to the District, the statements contained in the Limited Offering Memoranda as they relate to the District under the captions "LITIGATION – The District" and "VALIDATION," are fair and accurate. The information set forth under the captions "INTRODUCTION," "ENFORCEMENT OF ASSESSMENT COLLECTIONS," "THE DISTRICT" (except as to the statements contained under "The District Manager and  Other  Consultants"),  "ASSESSMENT  METHODOLOGY  AND  THE  ALLOCATION  OF
ASSESSMENTS" (with respect to the second paragraph only), "AGREEMENT BY THE STATE," "LEGALITY FOR INVESTMENT," "CONTINUING DISCLOSURE," "ENFORCEABILITY OF
REMEDIES" and "AUTHORIZATION AND APPROVAL," is a fair and accurate summary of the law relating to collection and enforcement of special assessments and the documents and facts summarized therein.
The District is not, in any manner material to the issuance of the Bonds, in breach of or default under any applicable provision of the Act or constitutional provision, statute, or administrative regulation of the State or the United States, or to the best of our knowledge, any applicable judgment or decree, any loan agreement, indenture, bond, note, resolution, agreement, or any other material instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and to the best of our knowledge, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the District under any such instrument; provided, however, that no opinion is expressed as to compliance with any state or federal tax laws or with any state "Blue Sky" or other securities laws, as may be applicable.
The execution and delivery of the Bonds, the Financing Documents, and the adoption of the Bond Resolution and the Assessment Resolution and compliance with the provisions on the District's part contained therein will not conflict with or constitute a breach of or default under any applicable constitutional provision or law, or to the best of our knowledge, under any administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the District or under the terms of any such law, regulation or instrument, except as expressly provided by the Bonds and the Indenture. To the best of our knowledge after due inquiry, the District has taken no

D-2

action which, with the lapse of time or the giving of notice, or both would constitute a material default or event of default by the District under the Bonds or the Financing Documents.
To the best of our knowledge after investigation, all consents, permits or licenses, and all notices to or filings with governmental authorities necessary for the consummation by the District of the transactions described in the Limited Offering Memoranda and contemplated by the Indenture required to be obtained or made, have been obtained or made or there is no reason to believe they will not be obtained or made when required, provided that no opinion is expressed as to the applicability of or compliance with tax laws, state "Blue Sky" laws or other securities laws.
The District has the right and authority under the Act and other state law to adopt the Bond Resolution and the Assessment Resolution, to issue the Bonds, to purchase the 2024 Project being financed with the proceeds of the Bonds and to levy the Series 2024 Special Assessments that will secure the Bonds, and has duly adopted the Bond Resolution and the Assessment Resolution. The District has or can acquire good and marketable title to the 2024 Project free of all liens and encumbrances except such as will not materially interfere with the proposed uses thereof.
All proceedings undertaken by the District with respect to the Series 2024 Special Assessments securing the Bonds, including adoption of the Assessment Resolution, were undertaken in accordance with Florida law, and the District has taken all necessary action as of the date hereof to levy and impose the Series 2024 Special Assessments. The Series 2024 Special Assessments constitute legal, valid, binding and enforceable first liens upon the property against which such Series 2024 Special Assessments are assessed, co-equal with the lien of all state, county, district and municipal taxes and assessments, and superior in dignity to all other liens, titles and claims, until paid, excluding federal tax liens.
The Bonds have been validated by a final judgment of the Eleventh Circuit Court in and for Miami-Dade County, Florida, of which no timely appeal was filed.
The District has the full power and authority to own and operate the 2024 Project.
All conditions prescribed in the Indenture and the Purchase Contract to be performed by the District as precedent to the issuance of the Bonds have been fulfilled.
In rendering the foregoing opinions, we have assumed the accuracy and truthfulness of all public records and of all certifications, documents and other proceedings examined by us that have been executed or certified by public officials acting within the scope of their official capacities and have not verified the accuracy or truthfulness thereof. Other than the signatures of District officers and members of the Board, we have also assumed the genuineness of the signatures appearing on such public records, certifications, documents and proceedings, including the Financing Documents. We have also assumed the due authorization, execution and delivery of each document by each of the other respective parties thereto.
Our opinion as to enforceability of any document is subject to limitations imposed by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to the exercise of judicial discretion in appropriate cases.
The opinions or statements expressed above are based solely on the laws of Florida and the United States of America, excluding matters of compliance with or applicability of tax laws, "Blue Sky" laws or other securities laws. Accordingly, we express no opinion nor make any statement regarding the effect or application of the laws of any other state or jurisdiction.

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This opinion is solely for the benefit of the addressees and this opinion may not be relied upon in any manner, nor used, by any other persons or entities.

Very truly yours,

For the Firm

D-4

EXHIBIT E
DEVELOPER' COUNSEL'S OPINION

[	], 2024
Antillia Community Development District Miami-Dade County, Florida
FMSbonds, Inc.
North Miami Beach, Florida

Regions Bank, as Trustee Jacksonville, Florida
GrayRobinson, P.A. Tampa, Florida
Re: Antillia Community Development District $[	] Special Assessment Bonds, Series 2024 (2024 Project)
Ladies and Gentlemen:
We are counsel to CRE-KL Antillia Owner, LLC, a Delaware limited liability company (the "Developer"), which is the owner of certain land within the master planned community located in Miami- Dade County, Florida and commonly referred to as "Antillia", as such lands are described in the Limited Offering Memoranda (as hereinafter defined). This opinion is rendered at the request of the Developer in connection with the issuance by the Antillia Community Development District (the "District") of the above referenced bonds (the "Bonds") as described in the District's Preliminary Limited Offering Memorandum dated [	], 2024, and the District's final Limited Offering Memorandum dated [	], 2024, including the appendices attached thereto (collectively, the "Limited Offering Memoranda"). Capitalized terms not defined herein shall have the meaning set forth in the Limited Offering Memoranda. It is our understanding that the Bonds are being issued to provide funds to finance (i) the Costs of acquiring and/or constructing a portion of the 2024 Project, (ii) the funding of the Series 2024 Reserve Account, (iii) funding interest on the Series 2024 Bonds through at least [May 1, 2024], and (iv) the payment of the costs of issuance of the Series 2024 Bonds.
In our capacity as counsel to the Developer, we have examined originals or copies identified to our satisfaction as being true copies of the Limiting Offering Memoranda, the Completion Agreement (Series 2024 Bonds) by and between the District and the Developer, dated as of the Closing Date (the "Completion Agreement"); the Acquisition Agreement (Series 2024 Bonds) by and between the District and the Developer, dated as of the Closing Date (the "Acquisition Agreement"); the Collateral Assignment and Assumption of Development Rights Relating to Antillia (Series 2024 Bonds) by and between the District and the Developer, dated as of the Closing Date (the "Collateral Assignment"); the True-Up Agreement (Series 2024 Bonds) by and between the District and the Developer, dated as of the Closing Date (the "True- Up Agreement"); and the Declaration of Consent to Jurisdiction of the Antillia Community Development District and to Imposition of Special Assessments (Series 2024 Bonds) by the Developer, dated as of the Closing Date (the "Declaration"), and the Continuing Disclosure Agreement, dated the Closing Date, by and among the District and the Developer and the Dissemination Agent named therein (collectively, the "Documents") and have made such examination of law as we have deemed necessary or appropriate in rendering this opinion. In connection with the forgoing, we also have reviewed and examined the Articles
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of Organization and Operating Agreement of the Developer as well as a certificate of good standing issued by the State of Florida on [	, 2024] (collectively, the "Organizational Documents").
In rendering this opinion, we have assumed, without having made any independent investigation of the facts, the genuineness of all signatures (other than those of the Developer) and the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the legal capacity of all natural persons.
Based on the forgoing, we are of the opinion that:
The Developer is a limited liability company and existing under the laws of the State of Florida and in good standing to transact business in the State of Florida.
The Developer has the power to conduct its businesses and to undertake the development of the lands in the District as described in the Limited Offering Memoranda and to enter into the Documents.
The Documents have been duly authorized, executed and delivered by the Developer and are in full force and effect. Assuming the due authorization, execution and delivery of such instruments by the other parties thereto and their authority to perform such instruments, the Documents constitute legal, valid and binding obligations of the Developer, enforceable in accordance with their respective terms.
Nothing has come to our attention that would lead us to believe the information contained in the Limited Offering Memoranda under the captions "THE DEVELOPMENT," "THE DEVELOPER," "LITIGATION – The Developer" and "CONTINUING DISCLOSURE" (as it relates to the Developer only) does not accurately and fairly present the information purported to be shown or contains any untrue statement of a material fact nor omits to state any material fact necessary to make the statement made therein, in light of the circumstances under which they were made, not misleading as of the respective dates of the Limited Offering Memoranda or as of the date hereof.
The execution, delivery and performance of the Documents by the Developer does not violate (i) the organizational documents of the Developer, (ii) to my knowledge, any other agreement, instrument or Federal or Florida law, rule or regulation known to us to which either of the Developer are a party or by which any of their respective assets are or may be bound; or (iii) to our knowledge, any judgment, decree or order of any administrative tribunal, which judgment, decree, or order is binding on either of the Developer or their respective assets.
Nothing has come to our attention that would lead us to believe that the Developer are not in compliance in all material respects with all provisions of applicable law in all material matters relating to such entity as described in the Limited Offering Memoranda. Except as otherwise described in the Limited Offering Memoranda, (a) we have no knowledge that the Developer have not received all government permits, consents and licenses required in connection with the construction and completion of the development of the 2024 Project, the Capital Improvement Plan and the Development as described in the Limited Offering Memoranda; (b) we have no knowledge of any default of any zoning condition, land use permit or development agreement which would adversely affect the Developer', or their assignees', ability to complete development of the 2024 Project and the Capital Improvement Plan and a portion of the land in the District as described in the Limited Offering Memoranda and all appendices thereto; and (c) we have no knowledge and am not otherwise aware of any reason to believe that any permits, consents and licenses required to complete the development of the lands in the District as described in the Limited Offering Memoranda will not be obtained in due course as required by the Developer.

E-2

To the best of our knowledge after due inquiry, the levy of the Series 2024 on the assessable lands within the District will not conflict with or constitute a breach of or default under any agreement, indenture or other instrument to which either Developer is a party or to which either Developer or its respective properties or assets are subject.
To the best of our knowledge after due inquiry, there is no litigation pending which would prevent or prohibit the development of either the 2024 Project, the Capital Improvement Plan or the lands within the District in accordance with the descriptions thereof in the Limited Offering Memoranda and the Engineer's Report annexed thereto or which may result in any material adverse change in the respective business, properties, assets or financial condition of either of the Developer.
To the best of our knowledge after due inquiry, neither of the Developer have made an assignment for the benefit of creditors, filed a petition in bankruptcy, petitioned or applied to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. To the best of our knowledge after due inquiry, neither of the Developer has indicated its consent to, or approval of, or failed to object timely to, any petition in bankruptcy, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee.
To the best of our knowledge after due inquiry, neither of the Developer is in default under any mortgage, trust indenture, lease or other instrument to which it or any of their respective assets are subject, which default would have a material adverse effect on the Bonds or the development of either the 2024 Project, the Capital Improvement Plan or the lands within the District.
This opinion is given as of the date hereof, and we disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. The foregoing opinion applies only with respect to the laws of the State of Florida and the federal laws of the United States of America and we express no opinion with respect to the laws of any other jurisdiction. Nothing herein shall be construed as an opinion regarding the possible applicability of state securities or "blue sky" laws, as to which no opinion is expressed. This letter is for the benefit of and may be relied upon solely by the addressees and this opinion may not be relied upon in any manner, nor used, by any other persons or entities.

Very truly yours,

E-3

EXHIBIT F
CERTIFICATE OF THE DEVELOPER

CRE-KL Antillia Owner, LLC, a Delaware limited liability company (the "Developer"), DOES HEREBY CERTIFY, that:
This Certificate of Developer is furnished pursuant to Section 8(c)(10) of the Bond Purchase Contract dated [	], 2024 (the "Purchase Contract") between Antillia Community Development District (the "District") and FMSbonds, Inc. (the "Underwriter") relating to the sale by the District of its $[		] original aggregate principal amount of Special Assessment Bonds, Series 2024 (2024 Project) (the "Series 2024 Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract.
The Developer is a limited liability company organized and existing under the laws of the State of Delaware and in good standing to transact business in the State of Florida.
Representatives of the Developer have provided information to Antillia Community Development District (the "District") to be used in connection with the offering by the District of its Bonds, pursuant to a Preliminary Limited Offering Memorandum dated [	], 2024, and the Limited Offering Memorandum, dated [	], 2024, including the appendices attached thereto (collectively, the "Limited Offering Memoranda").
The Completion Agreement (Series 2024 Bonds) by and between the District and the Developer, dated as of the Closing Date (the "Completion Agreement"); the Acquisition Agreement (Series 2024 Bonds) by and between the District and the Developer, dated as of the Closing Date (the "Acquisition Agreement"); the Collateral Assignment and Assumption of Development Rights Relating to Antillia (Series 2024 Bonds) by and between the District and the Developer, dated as of the Closing Date (the "Collateral Assignment"); the True-Up Agreement (Series 2024 Bonds) by and between the District and the Developer, dated as of the Closing Date (the "True-Up Agreement"); and the Declaration of Consent to Jurisdiction of the Antillia Community Development District and to Imposition of Special Assessments (Series 2024 Bonds) by the Developer, dated as of the Closing Date (the "Declaration"), constitute valid and binding obligation of the Developer and enforceable against the Developer in accordance with its terms.
The Developer has reviewed and approved the information contained in the Limited Offering Memoranda under the captions "THE CAPITAL IMPROVEMENT PLAN AND THE 2024 PROJECT," "THE DEVELOPMENT," "THE DEVELOPER," "BONDOWNERS' RISKS" (as it relates to
the Developer and the Development), "LITIGATION – The Developer" and "CONTINUING DISCLOSURE" (as it relates to the Developer) and warrants and represents that such information did not as of their respective dates, and does not as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Developer is not aware of any other information in the Limited Offering Memoranda that contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
The Developer represents and warrants that it has complied with and will continue to comply with Sections 190.009 and 190.048, Florida Statutes, as amended.

F-1

As of the date hereof, there has been no material adverse change in the business, properties, assets or financial condition of the Developer which has not been disclosed in the Limited Offering Memoranda.
The Developer hereby represents that it owns all of the land in the District that will be subject to the Series 2024 Special Assessments, and hereby consents to the levy of the Series 2024 Special Assessments on the lands in the District owned by the Developer. The levy of the Series 2024 Special Assessments on the lands in the District will not conflict with or constitute a breach of or default under any agreement, mortgage, lien or other instrument to which the Developer is a party or to which its property or assets are subject.
The Developer has not made an assignment for the benefit of creditors, filed a petition in bankruptcy, petitioned or applied to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. The Developer has not indicated its consent to, or approval of, or failed to object timely to, any petition in bankruptcy, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee.
The Developer acknowledges that the Series 2024 Bonds have the debt service requirements set forth in the Limited Offering Memorandum and that the Series 2024 Special Assessments will be levied by the District on the District Lands owned by the Developer at times, and in amounts sufficient, to enable the District to pay debt service on the Series 2024 Bonds when due.
To the best of our knowledge, the Developer is not in default under any other resolution, ordinance, agreement or indenture, mortgage, lease, deed of trust, note or other instrument to which the Developer is subject or by which the Developer or its respective properties are or may be bound, which would have a material adverse effect on the consummation of the transactions contemplated by the Financing Documents, Ancillary Agreements or on the Development. The Developer is current in the payment of all ad valorem, federal and state taxes associated with the Development.
Except as otherwise disclosed in the Limited Offering Memoranda, there is no action, suit or proceedings at law or in equity by or before any court or public board or body pending or, solely to the best of our knowledge, threatened against the Developer (or any basis therefor): (a) seeking to restrain or enjoin the execution or delivery of Financing Documents, Declaration of Consent and/or Ancillary Agreements to which either of the Developer is a party, (b) contesting or affecting the validity or enforceability of the Financing Documents, Declaration of Consent and/or Ancillary Agreements, or any and all such other agreements or documents as may be required to be executed, or the transactions contemplated thereunder, (c) contesting or affecting the establishment or existence of either of the Developer or of the Developer's business, assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Developer, or (d) that would have a material and adverse effect upon the ability of the Developer to (i) complete the development of lands within the District as described in the Limited Offering Memoranda, (ii) pay the Series 2024 Special Assessments, as applicable, or (iii) perform their respective various obligations as described in the Limited Offering Memoranda.
To the best of our knowledge after due inquiry, the Developer is in compliance in all material respects with all provisions of applicable law in all material matters relating to the Development as described in the Limited Offering Memoranda, including applying for all necessary permits. Except as otherwise described in the Limited Offering Memoranda, (a) the Development is zoned and properly designated for its intended use; (b) all government permits other than certain permits, which permits are expected to be received as needed, have been received; (c) the Developer is not aware of any default of any zoning condition, permit or development agreement which would adversely affect the Developer's ability

F-2

to complete or cause the completion of development of the Development as described in the Limited Offering Memoranda and all appendices thereto; and (d) there is no reason to believe that any permits, consents and licenses required to complete the Development as described in the Offering Memoranda will not be obtained as required.
The Developer acknowledges that it will have no right under Chapter 170, Florida Statutes, as amended, to prepay without interest the Series 2024 Special Assessments imposed on the lands in the District owned by the Developer within thirty (30) days following completion of the related 2024 Project and acceptance thereof by the District.
The Developer has never previously entered into any continuing disclosure obligations pursuant to SEC Rule 15c2-12.
The Developer is not in default of any obligations to pay special assessments and the Developer is not insolvent.

Dated: [	], 2024.

CRE-KL ANTILLIA OWNER, LLC

By: 	 Name:	 Title:	

F-3

EXHIBIT G

CERTIFICATE OF ENGINEER

HSQ GROUP, LLC (the "Engineers"), DOES HEREBY CERTIFY, that:
This certificate is furnished pursuant to Section 8(c)(17) of the Bond Purchase Contract dated [		], 2024 (the "Purchase Contract"), by and between Antillia Community Development District (the "District") and FMSbonds, Inc. with respect to the $[	] Antillia Community Development District Special Assessment Bonds, Series 2024 (2024 Project) (the "Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or the Preliminary Limited Offering Memorandum dated [	], 2024, and the Limited Offering Memorandum, dated [	], 2024, including the appendices attached thereto, relating to the Bonds (collectively, the "Limited Offering Memoranda"), as applicable.
The Engineers have been retained by the District to act as consulting engineers.
The plans and specifications for the improvements constituting the 2024 Project (as described in the Limited Offering Memoranda) were approved by all regulatory bodies required to approve them. All environmental and other regulatory permits or approvals required in connection with the construction of the Projects were obtained or are expected to be obtained in the ordinary course.
The Engineers prepared the report entitled Engineer's Report - Antillia Community Development District, dated October 13, 2022 (the "Report"). The Report is included as "APPENDIX C: ENGINEER'S REPORT" to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and a description of the Report and certain other information relating to the 2024 Project are included in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions "THE CAPITAL IMPROVEMENT PLAN" and "THE DEVELOPMENT." To the best of our knowledge, the Report and said information are true and complete in all material respects, contain no untrue statement of a material fact, and do not omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The Engineers hereby consent to the inclusion of the Report as "APPENDIX C: ENGINEER'S REPORT" to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and to the references to the Engineers in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum.
The price being paid by the District to the Developer for acquisition of the improvements included within the 2024 Project will not exceed the lesser of the cost of the 2024 Project or the fair market value of the assets acquired by the District.
The 2024 Project, as described in the Report, is designed to function as part of a system of improvements providing sufficient benefit to the District Lands subject to the Series 2024 Special Assessments to support the levy of the Series 2024 Special Assessments.
To the best of our knowledge, after due inquiry, the Developer is in compliance in all material respects with all provisions of applicable law in all material matters relating to the Developer and the Development as described in the Limited Offering Memoranda. Except as otherwise described in the Limited Offering Memoranda, (a) all government permits required in connection with the construction of the Development as described in the Limited Offering Memoranda have been received, or are reasonably
G-1

expected to be obtained; (b) we are not aware of any default of any zoning condition, land use permit or development agreement which would adversely affect the ability to complete development of the Development as described in the Limited Offering Memoranda and all appendices thereto; and (c) we have no actual knowledge and are not otherwise aware of any reason to believe that any permits, consents and licenses required to complete the Development as described in the Limited Offering Memoranda will not be obtained in due course as required by the Developer, or any other person or entity, necessary for the development of the Development as described in the Limited Offering Memoranda and all appendices thereto.
There is adequate water and sewer service capacity to serve the Development within the
District.
Date: [	], 2024
HSQ GROUP, LLC

By: 	 Print Name:	 Title:	 

G-2

EXHIBIT H
CERTIFICATE OF DISTRICT MANAGER AND METHODOLOGY CONSULTANT
SPECIAL DISTRICT SERVICES, INC. ("Special District Services"), DOES HEREBY CERTIFY:
This certificate is furnished pursuant to Section 8(c)(18) of the Bond Purchase Contract dated [		], 2024 (the "Purchase Contract"), by and between Antillia Community Development District (the "District") and FMSbonds, Inc. with respect to the $[	] Antillia Community Development District Special Assessment Bonds, Series 2024 (2024 Project) (collectively, the "Series 2024 Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or the Limited Offering Memoranda relating to the Series 2024 Bonds, as applicable.
Special District Services has acted as district manager and methodology consultant to the District in connection with the sale and issuance by the District of its Series 2024 Bonds and has participated in the preparation of the Preliminary Limited Offering Memorandum dated [	], 2024, and the Limited Offering Memorandum, dated [	], 2024, including the appendices attached thereto (collectively, the "Limited Offering Memoranda").
In connection with the issuance of the Series 2024 Bonds, we have been retained by the District to prepare the Master Special Assessment Methodology Report dated October 21, 2022, as supplemented by the [First Supplemental Special Assessment Methodology Report dated [	], 2024] (collectively, the "Assessment Methodology"), which Assessment Methodology has been included as an appendix to the Limited Offering Memoranda. We hereby consent to the use of such Assessment Methodology in the Limited Offering Memoranda and consent to the references to us therein.
As District Manager, nothing has come to our attention that would lead us to believe that the Limited Offering Memoranda, as they relate to the District, the 2024 Project, or any information provided by us, and the Assessment Methodology, as of their respective dates and as of this date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The information set forth in the Limited Offering Memoranda under the captions "THE DISTRICT," "THE CAPITAL IMPROVEMENT PLAN," "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS," "LITIGATION – The District," "CONTINGENT FEES," "EXPERTS," "FINANCIAL INFORMATION," "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS,"  "CONTINUING  DISCLOSURE,"  and  in  "APPENDIX  D:  ASSESSMENT
METHODOLOGY" did not as of the respective dates of the Limited Offering Memoranda and does not as of the date hereof contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
To the best of our knowledge, there has been no change which would materially adversely affect the assumptions made or the conclusions reached in the Assessment Methodology and the considerations and assumptions used in compiling the Assessment Methodology are reasonable. The Assessment Methodology and the assessment methodology set forth therein were prepared in accordance with all applicable provisions of Florida law.

H-1

As District Manager for the District, we are not aware of any litigation pending or, to the best of our knowledge, threatened against the District restraining or enjoining the issuance, sale, execution or delivery of the Series 2024 Bonds, or in any way contesting or affecting the validity of the Series 2024 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the Series 2024 Bonds, or the existence or powers of the District.
The Series 2024 Special Assessments as initially levied and as may be reallocated from time to time, in a report prepared by Special District Services, as permitted by the District's applicable assessment resolutions and the Assessment Methodology, are supported by sufficient benefit from the 2024 Project, are fairly and reasonably allocated across the benefitted lands within the District, and are sufficient to enable the District to pay the debt service on the Series 2024 Bonds through the respective final maturities thereof.
Special District Services does not represent the District as a Municipal Advisor or Securities Broker nor is Special District Services, Inc. registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, Special District Services does not provide the District with financial advisory services or offer investment advice in any form.
Special District Services hereby acknowledges its agreement to serve as the Dissemination Agent for the District for the Series 2024 Bonds and undertake the obligations of the Dissemination Agent as set forth in the Continuing Disclosure Agreement dated [	], 2024 (the "Disclosure Agreement") by and among the District, CRE-KL Antillia Owner, LLC, and Special District Services, as Dissemination Agent, and acknowledged by Special District Services, as District Manager, and Regions Bank, as trustee. Special District Services hereby represents that it is aware of the continuing disclosure requirements set forth in the Disclosure Agreement and Rule 15c2-12 promulgated under the Securities Act of 1933, as amended, that it has policies and procedures in place to ensure its compliance with its obligations under the Disclosure Agreement, and that it will comply with its obligations under the Disclosure Agreement.
Dated: [	], 2024.
SPECIAL DISTRICT SERVICES, INC., a
Florida corporation

By: 	 Name: 	 Title: 	

H-2

This Preliminary Limited Offering Memorandum and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Limited Offering Memorandum constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2024 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The District has deemed this Preliminary Limited Offering Memorandum "final," except for permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission.

DRAFT-4
GrayRobinson, P.A. April 12, 2024

PRELIMINARY LIMITED OFFERING MEMORANDUM DATED [	], 2024

NEW ISSUE - BOOK-ENTRY ONLY
LIMITED OFFERING	NOT RATED
In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming the accuracy of certain representations and certifications and the continuing compliance with certain tax covenants, under existing statutes, regulations, rulings and court decisions, interest on the Series 2024 Bonds (as hereinafter defined) is excludable from gross income for federal income tax purposes; and, further, interest on the Series 2024 Bonds will not be an item of tax preference for purposes of the alternative minimum tax imposed on individuals. In the case of the alternative minimum tax imposed by Section 55(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") on applicable corporations (as defined in Section 59(k) of the Code), interest on the Series 2024 Bonds is not excluded from the determination of adjusted financial statement income. See "TAX MATTERS" herein for a description of certain other federal tax consequences of ownership of the Series 2024 Bonds. Bond Counsel is further of the opinion that the Series 2024 Bonds and the interest thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. See "TAX MATTERS" herein.

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT (MIAMI-DADE COUNTY, FLORIDA)

$17,085,000*
Special Assessment Bonds, Series 2024 (2024 Project)
Dated: Date of Delivery	Due: As shown below.
The Antillia Community Development District Special Assessment Bonds, Series 2024 (2024 Project) (the "Series 2024 Bonds") are being issued by the Antillia Community Development District (the "District" or "Issuer") only in fully registered form, without coupons, in denominations of $5,000 and any integral multiple thereof.

The District is a local unit of special purpose government of the State of Florida (the "State"), created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and by Ordinance No. 22-103 enacted by the Board of County Commissioners of the Miami-Dade County, Florida (the "County"), on September 1, 2022 and becoming effective on September 11, 2022. The District was created for the purpose of delivering certain community development services and facilities for the benefit of District Lands (as hereinafter defined), and has previously determined to undertake in one or more stages, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of certain District Lands.
The Series 2024 Bonds will bear interest at the fixed rates set forth on below, calculated on the basis of a 360-day year comprised of twelve 30-day months, payable semi-annually on each May 1 and November 1, commencing [November 1, 2024]. The Series 2024 Bonds, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company ("DTC") of New York, New York. Purchases of beneficial interests in the Series 2024 Bonds will be made only in book-entry form. Accordingly, principal of and interest on the Series 2024 Bonds will be paid from sources described below by Regions Bank, as trustee (the "Trustee") directly to Cede & Co. as the registered owner thereof. Disbursements of such payments to the Direct Participants (as hereinafter defined) is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of the Direct Participants and the Indirect Participants (as hereinafter defined), as more fully described herein. Any purchaser of a beneficial interest in a Series 2024 Bond must maintain an account with a broker or dealer who is, or acts through, a Direct Participant to receive payment of the principal of and interest on such Series 2024 Bond. See "DESCRIPTION OF THE SERIES 2024 BONDS – Book-Entry Only System" herein.

The Series 2024 Bonds are being issued by the District pursuant to the Act, Resolution No. 2022-11, adopted by the Board of Supervisors of the District (the "Board") on October 21, 2022 and Resolution No. 2024-03, adopted by the Board on April 23, 2024 (collectively, the "Bond Resolution"), and a Master Trust Indenture dated as of [	] 1, 2024 (the "Master Indenture"), as supplemented by a First Supplemental Trust Indenture dated as of [	] 1, 2024 (the "First Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and the Trustee. Capitalized terms not defined herein shall have the meanings assigned to them in the Indenture. See "APPENDIX A: PROPOSED FORMS OF MASTER INDENTURE AND FIRST SUPPLEMENTAL INDENTURE" herein.

Proceeds of the Series 2024 Bonds will be used to provide funds for (i) the Costs of acquiring and/or constructing a portion of the 2024 Project (as described herein), (ii) the funding of the Series 2024 Reserve Account (as defined herein), and (iii) the payment of the costs of issuance of the Series 2024 Bonds. See "PURPOSE OF THE SERIES 2024 BONDS" and "ESTIMATED SOURCES AND USES OF FUNDS" herein.

The Series 2024 Bonds will be secured by a pledge of the Series 2024 Pledged Revenues. "Series 2024 Pledged Revenues" shall mean
(a) all revenues received by the District from the Series 2024 Special Assessments (as defined herein) levied and collected on the assessable lands within the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2024 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2024 Special Assessments, and (b) all moneys on deposit in the Funds, Accounts and subaccounts established under the Indenture created and established with respect to or for the benefit of the Series 2024 Bonds; provided, however, that Series 2024 Pledged Revenues shall not include (A) any moneys transferred to the Series 2024 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2024 Costs of Issuance Account of the Acquisition and Construction

Fund, and (C) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS" herein.
The Series 2024 Bonds are subject to optional, mandatory sinking fund and extraordinary mandatory redemption at the times, in the amounts and at the redemption prices as more fully described herein. See "DESCRIPTION OF THE SERIES 2024 BONDS – Redemption Provisions" herein.

THE SERIES 2024 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY OUT OF THE SERIES 2024 PLEDGED REVENUES, PLEDGED THEREFOR UNDER THE INDENTURE, AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2024 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, THE SERIES 2024 SPECIAL ASSESSMENTS TO SECURE AND PAY THE SERIES 2024 BONDS. THE SERIES 2024 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.

The Series 2024 Bonds involve a degree of risk (see "BONDOWNERS' RISKS" herein) and are not suitable for all investors (see "SUITABILITY FOR INVESTMENT" herein). The Underwriter named below is limiting this offering to "accredited investors" within the meaning of Chapter 517, Florida Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder. The limitation of the initial offering to accredited investors does not denote restrictions on transfers in any secondary market for the Series 2024 Bonds. The Series 2024 Bonds are not credit enhanced or rated and no application has been made for credit enhancement or a rating with respect to the Series 2024 Bonds.
This cover page contains information for quick reference only. It is not a summary of the Series 2024 Bonds. Investors must read the entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision.
MATURITY SCHEDULE
$	% Series 2024 Term Bond due May 1, 20 , Yield 	%, Price 	, CUSIP # 	**
$	% Series 2024 Term Bond due May 1, 20 , Yield 	%, Price 	, CUSIP # 	**
$	% Series 2024 Term Bond due May 1, 20 , Yield 	%, Price 	, CUSIP # 	**
$	% Series 2024 Term Bond due May 1, 20 , Yield 	%, Price 	, CUSIP # 	**

The initial sale of the Series 2024 Bonds is subject to certain conditions precedent, including, without limitation, receipt of the opinion of Greenberg Traurig, P.A., West Palm Beach, Florida, Bond Counsel, as to the validity of the Series 2024 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the District by its counsel, Billing, Cochran, Lyles, Mauro & Ramsey, P.A., Fort Lauderdale, Florida, for the Developer (as hereinafter defined) by its counsel, Shuffield, Lowman & Wilson, P.A., Orlando, Florida, and for the Underwriter by its counsel, GrayRobinson, P.A., Tampa, Florida. It is expected that the Series 2024 Bonds will be delivered in book-entry form through the facilities of DTC on or about 	, 2024.

FMSbonds, Inc.

Dated: 	, 2024

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

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS
Michael Caputo, Chairman* Timothy Smith, Vice Chairman* Jon Seifel, Assistant Secretary*
[	], Assistant Secretary* Justin Frye, Assistant Secretary*
* [Employee of and affiliate of the Developer.] [update]

DISTRICT MANAGER/METHODOLOGY CONSULTANT

Special District Services, Inc. Palm Beach Gardens, Florida

DISTRICT COUNSEL

Billing, Cochran, Lyles, Mauro & Ramsey, P.A. Fort Lauderdale, Florida

BOND COUNSEL

Greenberg Traurig, P.A. West Palm Beach, Florida
DISTRICT ENGINEER
HSQ Group, LLC Boca Raton, Florida

NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE DISTRICT TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS LIMITED OFFERING MEMORANDUM, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DISTRICT. THIS LIMITED OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SERIES 2024 BONDS AND THERE SHALL BE NO OFFER, SOLICITATION, OR SALE OF THE SERIES 2024 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE.
THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE DEVELOPER (AS HEREINAFTER DEFINED), THE DISTRICT, PUBLIC DOCUMENTS, RECORDS AND OTHER SOURCES, WHICH SOURCES ARE BELIEVED TO BE RELIABLE BUT WHICH INFORMATION IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF, THE UNDERWRITER NAMED ON THE COVER PAGE OF THIS LIMITED OFFERING MEMORANDUM. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING MEMORANDUM IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN CONTAINED ARE SUBJECT TO CHANGE WITHOUT NOTICE AND NEITHER THE DELIVERY OF THIS LIMITED OFFERING MEMORANDUM, NOR ANY SALE MADE HEREUNDER, SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT OR THE DEVELOPER OR IN THE STATUS OF THE DEVELOPMENT OR THE 2024 PROJECT (AS SUCH TERMS ARE HEREINAFTER DEFINED) SINCE THE DATE HEREOF.
THE SERIES 2024 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON CERTAIN EXEMPTIONS SET FORTH IN SUCH ACTS. THE REGISTRATION, QUALIFICATION OR EXEMPTION OF THE SERIES 2024 BONDS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF ANY JURISDICTIONS WHEREIN THESE SECURITIES HAVE BEEN OR WILL BE REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THE DISTRICT, THE COUNTY, THE STATE, NOR ANY OTHER POLITICAL SUBDIVISIONS THEREOF HAVE GUARANTEED OR PASSED UPON THE MERITS OF THE SERIES 2024 BONDS, UPON THE PROBABILITY OF ANY EARNINGS THEREON OR UPON THE ACCURACY OR ADEQUACY OF THIS LIMITED OFFERING MEMORANDUM.
"FORWARD-LOOKING STATEMENTS" ARE USED IN THIS DOCUMENT BY USING FORWARD LOOKING WORDS SUCH AS "MAY," "WILL," "SHOULD," "INTENDS," "EXPECTS," "BELIEVES," "ANTICIPATES," "ESTIMATES," OR OTHERS. THE READER IS CAUTIONED THAT FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A VARIETY OF UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE PROJECTED RESULTS. THOSE RISKS AND UNCERTAINTIES INCLUDE GENERAL ECONOMIC AND BUSINESS CONDITIONS, CONDITIONS IN THE FINANCIAL MARKETS AND REAL ESTATE MARKET, THE DISTRICT'S COLLECTION OF THE SERIES 2024 SPECIAL ASSESSMENTS (AS HEREINAFTER DEFINED), AND VARIOUS OTHER FACTORS WHICH MAY BE BEYOND THE DISTRICT'S AND

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

TABLE OF CONTENTS
PAGE
INTRODUCTION	1
DESCRIPTION OF THE SERIES 2024 BONDS	2
General Description	2
Redemption Provisions	3
Purchase of Series 2024 Bonds	6
Book-Entry Only System	7
SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS	9
General	9
Prepayment of Series 2024 Special Assessments	10
Covenant Against Sale or Encumbrance	10
Additional Obligations	10
Acquisition and Construction Account	11
Series 2024 Reserve Account	12
Deposit and Application of the Series 2024 Pledged Revenues	13
Investments	14
Master Indenture Provisions Relating to Bankruptcy of Developer or Other Obligated Person	14
Events of Default and Remedies	16
ENFORCEMENT OF ASSESSMENT COLLECTIONS	18
General	18
Direct Billing and Foreclosure Procedure	18
Uniform Method Procedure	19
BONDOWNERS' RISKS	22
Concentration of Land Ownership	22
Bankruptcy and Related Risks	22
Series 2024 Special Assessments Are Non-Recourse	23
Regulatory and Environmental Risks	23
Economic Conditions and Changes in Development Plans	24
Other Taxes and Assessments	24
Limited Secondary Market for Series 2024 Bonds	25
Inadequacy of Reserve Account	25
Legal Delays	25
IRS Examination and Audit Risk	26
Loss of Exemption from Securities Registration	27
Federal Tax Reform	28
State Tax Reform	28
Insufficient Resources or Other Factors Causing Failure to Complete Development	28
Pandemics and Other Public Health Emergencies	29
Cybersecurity	29
Prepayment and Redemption Risk	29
Payment of Series 2024 Special Assessments after Bank Foreclosure	29
ESTIMATED SOURCES AND USES OF FUNDS	30
DEBT SERVICE REQUIREMENTS	31
THE DISTRICT	32
General Information	32

Legal Powers and Authority	32
Board of Supervisors	33
The District Manager and Other Consultants	34
No Outstanding Bond Indebtedness	34
THE CAPITAL IMPROVEMENT PLAN	35
ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS	36
THE DEVELOPMENT	38
General	38
Land Acquisition and Finance Plan	39
Development Plan / Status	39
The Builder Contract and the Builder	40
Residential Product Offerings	41
Development Approvals	41
Environmental	41
Amenities	41
Utilities	42
Education	43
Competition	43
THE DEVELOPER	43
TAX MATTERS	44
General	44
AGREEMENT BY THE STATE	46
LEGALITY FOR INVESTMENT	47
SUITABILITY FOR INVESTMENT	47
ENFORCEABILITY OF REMEDIES	47
LITIGATION	47
The District	47
The Developer	47
CONTINGENT FEES	48
NO RATING	48
EXPERTS	48
FINANCIAL INFORMATION	48
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	48
CONTINUING DISCLOSURE	49
UNDERWRITING	49
VALIDATION	49
LEGAL MATTERS	50
MISCELLANEOUS	50
AUTHORIZATION AND APPROVAL	51

APPENDIX A:	PROPOSED FORMS OF MASTER INDENTURE AND FIRST SUPPLEMENTAL INDENTURE	A-1
APPENDIX B:   PROPOSED FORM OF OPINION OF BOND COUNSEL	B-1

APPENDIX C:   ENGINEER'S REPORT	C-1

APPENDIX D:  ASSESSMENT METHODOLOGY	D-1 APPENDIX E:  PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT	 E-1 APPENDIX F:   DISTRICT'S FINANCIAL STATEMENTS		F-1

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT (MIAMI-DADE COUNTY, FLORIDA)

$17,085,000*
Special Assessment Bonds, Series 2024 (2024 Project)

INTRODUCTION
The purpose of this Limited Offering Memorandum is to set forth certain information in connection with the offering for sale by the Antillia Community Development District (the "District" or "Issuer") of its
$17,085,000* Special Assessment Bonds, Series 2024 (2024 Project) (the "Series 2024 Bonds").
THE SERIES 2024 BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL INVESTORS. PURSUANT TO APPLICABLE STATE LAW, THE UNDERWRITER IS LIMITING THIS INITIAL OFFERING OF THE SERIES 2024 BONDS TO ONLY ACCREDITED INVESTORS WITHIN THE MEANING OF CHAPTER 517, FLORIDA STATUTES, AND THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES. THE LIMITATION OF THE INITIAL OFFERING TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFERS IN ANY SECONDARY MARKET FOR THE SERIES 2024 BONDS. POTENTIAL INVESTORS ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SERIES 2024 BONDS. SEE "BONDOWNERS' RISKS" AND "SUITABILITY FOR INVESTMENT" HEREIN.
The District was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and Ordinance No. 22-103 enacted by the Board of County Commissioners of the Miami-Dade County, Florida (the "County"), on September 1, 2022 and becoming effective on September 11, 2022. The District was created for the purpose of delivering certain community development services and facilities for the benefit of District Lands (as hereinafter defined) and has previously determined to undertake, in one or more stages, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of the District Lands. The Act authorizes the District to issue bonds for the purposes of, among others, financing, funding, planning, establishing, acquiring, constructing or reconstructing, enlarging or extending, or equipping water management, water supply, sewer and wastewater management, bridges or culverts, public roads, street lights and other basic infrastructure projects within or without the boundaries of the District as provided in the Act.
The District encompasses approximately 44.2 gross acres of land (the "District Lands") located in unincorporated Miami-Dade County, Florida (the "County"). The District Lands are [expected to be][being] developed as a 563-unit residential community to be known as "Antillia" (the "Development"). The Development is located north of Southwest 360th Street and east of Southwest 180th Avenue. See "THE DEVELOPMENT" herein for more information.
The Series 2024 Bonds are being issued in order to finance a portion of the public infrastructure costs associated with the development of the 563 residential units planned for the Development (the "2024 Project" or the "Capital Improvement Plan"). The Series 2024 Bonds will be secured by the Series 2024 Special Assessments which will initially be levied on the approximately 44.2 gross acres within the District.

* Preliminary, subject to change.

The Series 2024 Special Assessments will be assigned to residential units on a first platted, first assigned basis as set forth in the Assessment Methodology attached hereto. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein.
CRE-KL Antillia Owner, LLC, a Delaware limited liability company (the "Developer"), is the sole landowner and land developer for the Development. The Developer is an affiliate of, and ultimately managed by, the Kolter Group (as defined herein). The Developer has entered into a Builder Contract (as defined herein) with Lennar Homes, LLC, a Florida limited liability company ("Lennar Homes" or the "Builder") for the sale of all 563 fully developed, finished homesites planned for the Development. Lennar Homes is expected to construct and market residential townhomes and villas for sale to end-users. See "THE DEVELOPER" and "The Builder Contract and the Builder" herein for more information.
The Series 2024 Bonds are being issued by the District pursuant to the Act, Resolution No. 2022- 11, adopted by the Board of Supervisors of the District (the "Board") on October 21, 2022 and Resolution No. 2024-03, adopted by the Board on April 23, 2024 (collectively, the "Bond Resolution"), and a Master Trust Indenture dated as of [	] 1, 2024 (the "Master Indenture"), as supplemented by a First Supplemental Trust Indenture dated as of [	] 1, 2024 (the "First Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and Regions Bank, as trustee (the "Trustee"). Proceeds of the Series 2024 Bonds will be used to provide funds for (i) the Costs of acquiring and/or constructing a portion of the 2024 Project (as described herein), (ii) the funding of the Series 2024 Reserve Account (as defined herein), and (iii) the payment of the costs of issuance of the Series 2024 Bonds. Capitalized terms not defined herein shall have the meanings assigned to them in the Indenture. See "APPENDIX A: PROPOSED FORMS OF MASTER INDENTURE AND FIRST SUPPLEMENTAL
INDENTURE" herein.
There follows in this Limited Offering Memorandum a brief description of the District, the Developer, the Builder, the Development, the 2024 Project and summaries of the terms of the Series 2024 Bonds, the Indenture and certain provisions of the Act. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and statute, and all references to the Series 2024 Bonds are qualified by reference to the definitive form thereof and the information with respect thereto contained in the Indenture. The proposed forms of the Master Indenture and the First Supplemental Indenture appear in APPENDIX A attached hereto.
This Limited Offering Memorandum speaks only as of its date and the information contained herein is subject to change.
DESCRIPTION OF THE SERIES 2024 BONDS
General Description
The Series 2024 Bonds are issuable only as fully registered bonds, without coupons, in the denominations of $5,000 and any integral multiple thereof except as otherwise provided in the Indenture. The Series 2024 Bonds will mature on the dates and in the amounts set forth on the cover page hereof and be subject to the redemption provisions set forth herein.
The Series 2024 Bonds shall be dated as of the date of initial delivery. Interest on the Series 2024 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption in full. "Interest Payment Date" means May 1 and November 1 of each year, commencing on [November 1, 2024], each Quarterly Redemption Date (defined in the First Supplemental Indenture as each February 1, May 1, August 1 and November 1 of any calendar year) and any other date the principal of the Series 2024 Bonds is paid. Interest on the Series 2024 Bonds shall be payable from the most recent Interest Payment Date next

preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a May 1 or November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to [November 1, 2024], in which case from the date of initial delivery of the Series 2024 Bonds or unless the date of authentication thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date. Interest on the Series 2024 Bonds will be computed in all cases on the basis of a 360-day year consisting of twelve 30-day months.
Upon initial issuance, the ownership of the Series 2024 Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") of New York, New York, and purchases of beneficial interests in the Series 2024 Bonds will be made in book-entry only form. As long as the Series 2024 Bonds are held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes under the Indenture. DTC shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants ("Direct Participants") and other institutions that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Series 2024 Bonds ("Beneficial Owners"). Principal of and interest on any Series 2024 Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to Direct Participants shall be the responsibility of DTC. Payments by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants and not of DTC, the Trustee or the District. Individuals may purchase beneficial interests in Authorized Denominations in book- entry-only form, without certificated Series 2024 Bonds, through Direct Participants and Indirect Participants. During the period for which Cede & Co. is registered owner of the Series 2024 Bonds, any notices to be provided to any Beneficial Owner of such Series will be provided to Cede & Co. DTC shall be responsible for notices to Direct Participants, and Direct Participants shall be responsible for notices to Indirect Participants, and Direct Participants and Indirect Participants shall be responsible for notices to Beneficial Owners. In the event DTC, any successor of DTC or the District, but only in accordance with the procedures of DTC, elects to discontinue the book-entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Series 2024 Bonds may be exchanged for an equal aggregate principal amount of Series 2024 Bonds in other Authorized Denominations upon surrender thereof at the designated corporate trust office of the Trustee. See "DESCRIPTION OF THE SERIES 2024 BONDS – Book-Entry Only System" below.
The Series 2024 Bonds will initially be sold only to "accredited investors" within the meaning under Chapter 517, Florida Statutes, as amended, and the rules of the Florida Department of Financial Services promulgated thereunder, although there is no limitation on resales of the Series 2024 Bonds. See "SUITABILITY FOR INVESTMENT" below.
Regions Bank is initially serving as the Trustee, Registrar and Paying Agent for the Series 2024
Bonds.
Redemption Provisions
Optional Redemption
The Series 2024 Bonds may, at the option of the District, provided written notice thereof has been sent to the Trustee at least forty-five (45) days prior to the redemption date (unless the Trustee will accept less than forty-five (45) days' notice), be called for redemption prior to maturity as a whole or in part, at any time, on or after May 1, 20[  ] (less than all Series 2024 Bonds of a maturity to be selected by lot), at

a Redemption Price equal to the principal amount of Series 2024 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date from moneys on deposit in the Series 2024 Optional Redemption Subaccount of the Series 2024 Redemption Account established under the First Supplemental Indenture. If such optional redemption shall be in part, the District shall select such principal amount of Series 2024 Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Series 2024 Bonds is substantially level.
Mandatory Sinking Fund Redemption
The Series 2024 Bonds maturing on May 1, 20[ ] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

Year	Mandatory Sinking Fund Redemption Amount	

*		

*Maturity
The Series 2024 Bonds maturing on May 1, 20[ ] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

Year	Mandatory Sinking Fund Redemption Amount	

*		

*Maturity
The Series 2024 Bonds maturing on May 1, 20[ ] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

Year	Mandatory Sinking Fund Redemption Amount	

*		

*Maturity
The Series 2024 Bonds maturing on May 1, 20[ ] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

Year	Mandatory Sinking Fund Redemption Amount	

*		

*Maturity

Upon any redemption of Series 2024 Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the District shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2024 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2024 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2024 Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.
Extraordinary Mandatory Redemption
The Series 2024 Bonds are subject to extraordinary mandatory redemption prior to maturity by the District in whole or in part, on any date (other than in the case of clause (i) below which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2024 Bonds to be redeemed, plus interest accrued to the redemption date, as follows:
from Series 2024 Prepayment Principal deposited into the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account (taking into account the credit from the Series 2024 Reserve Account pursuant to the First Supplemental Indenture) following a Prepayment in whole or

in part of the Series 2024 Special Assessments on any assessable property within the District in accordance with the provisions of the First Supplemental Indenture.
from moneys, if any, on deposit in the Series 2024 Funds, Accounts and Subaccounts in the Funds and Subaccounts in the Funds and Accounts (other than the Series 2024 Rebate Fund, the Series 2024 Costs of Issuance Account and the Series 2024 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2024 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the First Supplemental Indenture.
from any funds remaining on deposit in the Series 2024 Acquisition and Construction Account not otherwise reserved to complete the 2024 Project (including any amounts transferred from the Series 2024 Reserve Account) all of which have been transferred to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account.
Notice of Redemption and of Purchase
When required to redeem or purchase any Series 2024 Bonds under any provision of the Indenture or directed to do so by the District, the Trustee shall cause notice of the redemption, either in whole or in part, to be given by Electronic Means or mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days prior to the redemption or purchase date to all Owners of Series 2024 Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth day prior to such mailing), at their registered addresses, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption or purchase of the Series 2024 Bonds for which notice was duly mailed in accordance with the Master Indenture.
If at the time of mailing of notice of redemption or purchase, the District shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all the Series 2024 Bonds called for redemption or purchase, such notice shall state that it is subject to the deposit of the redemption or purchase moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date, and such notice shall be of no effect unless such moneys are so deposited. If the amount of funds deposited with the Trustee for such redemption, or otherwise available, is insufficient to pay the Redemption Price and accrued interest on the Bonds of the Series 2024 Bonds so called for redemption on the redemption date, the Trustee shall redeem and pay on such date an amount of the Series 2024 Bonds for which funds are sufficient, selecting the Series 2024 Bonds to be redeemed randomly from among all Series 2024 Bonds called for redemption on such date, and among different maturities of the Series 2024 Bonds in the same manner as the initial selection of the Series 2024 Bonds to be redeemed, and from and after such redemption date, interest on such Series 2024 Bonds or portions thereof so paid shall cease to accrue and become payable; but interest on any Series 2024 Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such Series 2024 Bonds not been called for redemption.
Purchase of Series 2024 Bonds
At the written direction of the District, the Trustee shall apply moneys from time to time available in the Series 2024 Sinking Fund Account to the purchase of the Series 2024 Bonds which mature in the aforesaid years, at prices not higher than the principal amount thereof, in lieu of redemption as aforesaid, provided that firm purchase commitments can be made before the notice of redemption would otherwise be required to be given.

Book-Entry Only System
The information in this caption concerning DTC and DTC's book-entry system has been obtained from DTC and neither the District nor the Underwriter make any representation or warranty or take any responsibility for the accuracy or completeness of such information.
DTC will act as securities depository for the Series 2024 Bonds. The Series 2024 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2024 Bond certificate will be issued for each maturity of the Series 2024 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of Series 2024 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2024 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2024 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2024 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2024 Bonds, except in the event that use of the book- entry system for the Series 2024 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2024 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2024 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2024 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2024 Bonds

are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2024 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2024 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2024 Bond documents. For example, Beneficial Owners of Series 2024 Bonds may wish to ascertain that the nominee holding the Series 2024 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series 2024 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such Series 2024 Bonds to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2024 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2024 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions,* and interest payments on the Series 2024 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the District or the Paying Agent on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions,* and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District and/or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Series 2024 Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Series 2024 Bond certificates are required to be printed and delivered.
The District may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Series 2024 Bond certificates will be printed and delivered to DTC.

* Not applicable to the Series 2024 Bonds.

SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS
General
THE SERIES 2024 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY OUT OF THE SERIES 2024 PLEDGED REVENUES, PLEDGED THEREFOR UNDER THE INDENTURE, AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE COUNTY, THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2024 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, THE SERIES 2024 SPECIAL ASSESSMENTS TO SECURE AND PAY THE SERIES 2024 BONDS. THE SERIES 2024 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.
The Series 2024 Bonds will be secured by a pledge of the Series 2024 Pledged Revenues. "Series 2024 Pledged Revenues" shall mean (a) all revenues received by the District from the Series 2024 Special Assessments (as defined herein) levied and collected on the assessable lands within the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2024 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2024 Special Assessments, and (b) all moneys on deposit in the Funds, Accounts and subaccounts established under the First Supplemental Indenture created and established with respect to or for the benefit of the Series 2024 Bonds; provided, however, that Series 2024 Pledged Revenues shall not include (A) any moneys transferred to the Series 2024 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2024 Costs of Issuance Account within the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the First Supplemental Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso).
"Series 2024 Special Assessments" shall mean the Special Assessments levied on the assessable lands within the District as a result of the District's acquisition and/or construction of the 2024 Project, corresponding in amount to the debt service on the Series 2024 Bonds and designated as such in the Assessment Methodology.
The Series 2024 Special Assessments are non-ad valorem special assessments imposed and levied by the District pursuant to Section 190.022 of the Act and the Assessment Resolutions (as defined in the Indenture) and assessment proceedings conducted by the District (together with the Assessment Resolutions, the "Assessment Proceedings"). Non-ad valorem assessments are not based on millage and are not taxes, but are a lien against the homestead as permitted in Section 4, Article X of the Florida State Constitution. The Assessment Methodology, which describes the methodology for allocating the Series 2024 Special Assessments to certain lands within the District, is included as APPENDIX D attached hereto.
In the Master Indenture, the District will covenant that, if any Series 2024 Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the District shall be satisfied that any such Series 2024 Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the District shall have omitted to make such Series 2024 Special Assessment when it might have done so, the District shall either (i) take all necessary steps to cause a new Series 2024 Special Assessment to be made for the whole or any part of said improvement or against any

property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Series 2024 Special Assessment from any legally available moneys, which moneys shall be deposited into the Series 2024 Revenue Account. In case such second Series 2024 Special Assessment shall be annulled, the District shall obtain and make other Series 2024 Special Assessments until a valid Series 2024 Special Assessment shall be made.
Prepayment of Series 2024 Special Assessments
Pursuant to the Assessment Proceedings, an owner of property subject to the Series 2024 Special Assessments may, at its option, prepay the entire principal balance or a portion of such Special Assessment at any time, plus accrued interest to the next succeeding interest payment date on the Series 2024 Bonds (or the next succeeding interest payment date if such prepayment is made within 45 calendar days before an interest payment date). Prepayment of such Special Assessment does not entitle the property owner to any discounts for early payment.
Pursuant to the Act, an owner of property subject to the levy of Series 2024 Special Assessments may pay the entire balance of the Series 2024 Special Assessments remaining due, without interest, within 30 days after the 2024 Project have been completed and acquired by the District and the Board has adopted a resolution accepting the 2024 Project pursuant to Chapter 170.09, Florida Statutes. The Developer will waive this right on behalf of itself and its successors and assigns in connection with the issuance of the Series 2024 Bonds. See "BONDOWNERS' RISKS – Prepayment and Redemption Risk" herein.
The Series 2024 Bonds are subject to extraordinary redemption as indicated under "DESCRIPTION OF THE SERIES 2024 BONDS − Redemption Provisions − Extraordinary Mandatory Redemption" from Prepayments of Series 2024 Special Assessments by property owners.
Covenant Against Sale or Encumbrance
In the Master Indenture, the District will covenant that (a) except for those improvements comprising any Project that are to be conveyed by the District to the County, the State Department of Transportation or another governmental entity and (b) except as otherwise permitted in the Master Indenture, it will not sell, lease or otherwise dispose of or encumber any Project (including the 2024 Project) or any part thereof. See "APPENDIX A: PROPOSED FORMS OF MASTER INDENTURE AND FIRST
SUPPLEMENTAL INDENTURE" attached hereto for more information.
Additional Obligations
In the First Supplemental Indenture, the District will covenant not to issue any other Bonds or debt obligations secured by the Series 2024 Special Assessments. Such covenant shall not prohibit the District from issuing refunding Bonds. In addition, the District will covenant not to issue any other Bonds or debt obligations for capital projects, secured by special assessments on the land within the District which secure the Series 2024 Special Assessments, until the Series 2024 Special Assessments are Substantially Absorbed (as hereinafter defined). The District's covenants described above shall not preclude the imposition of Special Assessments or other non-ad valorem assessments on such lands in connection with other capital projects that are necessary for health, safety or welfare reasons or to remediate a natural disaster. "Substantially Absorbed" shall mean the date at least 90% of the principal portion of the Series 2024 Special Assessments have been assigned to residential units that have received certificates of occupancy. The District shall provide the Trustee with a certification that the Series 2024 Special Assessments are Substantially Absorbed and the Trustee may conclusively rely upon such certification and shall have no duty to verify if the Series 2024 Special Assessments are Substantially Absorbed. Notwithstanding any provision in the Indenture to the contrary, the District may issue other Bonds or debt obligations secured

by Special Assessments, other than the Series 2024 Special Assessments, at any time upon the written consent of the Majority Holders.
The District and/or other public entities may impose taxes or other special assessments on the same properties encumbered by the Series 2024 Special Assessments without the consent of the Owners of the Series 2024 Bonds. The District also anticipates imposing certain non-ad valorem special assessments called maintenance assessments, which will be of equal dignity with the Series 2024 Special Assessments, on the same lands upon which the Series 2024 Special Assessments are imposed, to fund the maintenance and operations of the District. See "THE DEVELOPMENT – Taxes, Fees and Assessments" and "BONDOWNERS' RISKS" herein for more information.
Acquisition and Construction Account
The First Supplemental Indenture establishes a separate Account within the Acquisition and Construction Fund designated therein as the "Series 2024 Acquisition and Construction Account." Net proceeds of the Series 2024 Bonds shall be deposited into the Series 2024 Acquisition and Construction Account in the amount set forth in the First Supplemental Indenture, together with any other moneys that may be transferred to the Series 2024 Acquisition and Construction Account as provided for therein. Such moneys in the Series 2024 Acquisition and Construction Account shall be disbursed by the Trustee as set forth in the Indenture and upon disbursement, the District shall apply such moneys as provided for therein and in the Acquisition Agreement. Subject to the provisions of the First Supplemental Indenture, any moneys remaining in the Series 2024 Acquisition and Construction Account after the Completion Date and after the expenditure of all moneys remaining therein that have not been requisitioned within thirty (30) days after satisfaction of the Release Conditions #1 (as defined herein) and Release Conditions #2 (as defined herein), except for any moneys reserved therein for the payment of any costs of the 2024 Project owed but not yet requisitioned, as evidenced in a certificate from the District Engineer to the Trustee, upon which the Trustee may conclusively rely, and the adoption of a resolution by the District accepting the 2024 Project, as evidenced by a certificate from the District Manager delivered to the Trustee, upon which the Trustee may conclusively rely, shall be transferred by the Trustee to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account. Subject to the provisions of the First Supplemental Indenture, the Series 2024 Acquisition and Construction Account shall be closed upon the expenditure of all funds therein including moneys deposited therein as a result of satisfaction of the Release Conditions #1 and Release Conditions #2. Upon presentment to the Trustee of a properly signed requisition in substantially the form attached as an exhibit to the First Supplemental Indenture, the Trustee shall withdraw moneys from the Series 2024 Acquisition and Construction Account and make payment to the Person or Persons so designated in such requisition.
In accordance with the provisions of the Indenture, the Series 2024 Bonds are payable solely from the Series 2024 Pledged Revenues. Anything in the Indenture to the contrary notwithstanding, the District will acknowledge that the Series 2024 Pledged Revenues include, without limitation, all amounts on deposit in the Series 2024 Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, and upon the occurrence of an Event of Default with respect to the Series 2024 Bonds,
(i) the Series 2024 Pledged Revenues may not be used by the District (whether to pay costs of the 2024 Project or otherwise) without the consent of the Majority Holders, , and (ii) the Series 2024 Pledge Revenues may be used by the Trustee, at the direction or with the approval of the Majority Holders, to pay the reasonable costs and expenses incurred in connection with the pursuit of remedies under the Indenture. The District will covenant not to enter into any contract regarding the 2024 Project from and after the occurrence of an Event of Default without the written direction of the Majority Holders. See "APPENDIX A: PROPOSED FORMS OF MASTER INDENTURE AND FIRST SUPPLEMENTAL INDENTURE"
attached hereto for more information.

Series 2024 Reserve Account
The First Supplemental Indenture establishes a "Series 2024 Reserve Account" within the Debt Service Reserve Fund for the Series 2024 Bonds (referred to herein as the "Series 2024 Reserve Account"). The Series 2024 Reserve Account will, at the time of delivery of the Series 2024 Bonds, be funded from a portion of the proceeds of the Series 2024 Bonds in the amount of the initial Series 2024 Reserve Requirement. The "Series 2024 Reserve Requirement" shall mean an amount initially equal the maximum annual debt service with respect to the initial principal amount of the Series 2024 Bonds determined on the date of issue. Upon satisfaction of the Release Conditions #1, the Series 2024 Reserve Requirement shall be reduced to an amount equal to fifty percent (50%) of the maximum annual debt service with respect to the then Outstanding principal amount of the Series 2024 Bonds. Upon satisfaction of the Release Conditions #2, the Series 2024 Reserve Requirement shall be reduced to an amount equal to ten percent (10%) of the maximum annual debt service with respect to the then Outstanding principal amount of the Series 2024 Bonds. If a portion of the Series 2024 Bonds are redeemed pursuant to the First Supplemental Indenture, the Reserve Requirement shall be reduced in accordance with the provisions of the First Supplemental Indenture. Any amount in the Series 2024 Reserve Account may, upon final maturity or redemption of all Outstanding Series 2024 Bonds be used to pay principal of and interest on the Series 2024 Bonds at that time. The Series 2024 Reserve Requirement shall be equal to $	.
"Release Conditions #1" shall mean collectively (i) all lots subject to the Series 2024 Special Assessments have been developed, platted and conveyed to homebuilders, as certified by the District Manager in writing and upon which the Trustee may conclusively rely, and (ii) there shall be no Events of Default under the Master Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.
"Release Conditions #2" shall mean collectively (i) satisfaction of Release Conditions #1, (ii) all homes subject to the Series 2024 Special Assessments have been built and each have received a certificate of occupancy, (iii) all of the principal portion of the Series 2024 Special Assessments has been assigned to such homes, and (iv) there shall be no Events of Default under the Master Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.
On each March 15 and September 15 (or, if such date is not a Business Day, on the next succeeding Business Day), the Trustee shall determine the amount on deposit in the Series 2024 Reserve Account and transfer any excess therein above the Series 2024 Reserve Requirement caused by investment earnings to the Series 2024 Acquisition and Construction Account until the Completion Date and thereafter to the Series 2024 Revenue Account.
Notwithstanding any of the foregoing, amounts on deposit in the Series 2024 Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2024 Bonds to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account if, as a result of the application of the provisions of the Master Indenture relating to remedies in Events of Default, the proceeds received from lands sold subject to the Series 2024 Special Assessments and applied to redeem a portion of the Series 2024 Bonds are less than the principal amount of such Series 2024 Bonds indebtedness attributable to such lands.
It shall be an Event of Default under the Indenture if at any time the amount in the Series 2024 Reserve Account established thereunder is less than the Series 2024 Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Series 2024 Reserve Requirement of the Series 2024 Bonds and such amount has not been restored within 30 days of such withdrawal.

Deposit and Application of the Series 2024 Pledged Revenues
The First Supplemental Indenture establishes a "Series 2024 Revenue Account" within the Revenue Fund for the Series 2024 Bonds (referred to herein as the "Series 2024 Revenue Account"). All Funds and Accounts described under this heading are those created and established pursuant to the First Supplemental Indenture.
Pursuant to the First Supplemental Indenture, the Series 2024 Special Assessments (except for Prepayments of Series 2024 Special Assessments, which shall be identified as such by the District to the Trustee and deposited in the Series 2024 Prepayment Subaccount) shall be deposited by the Trustee into the Series 2024 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2024 Revenue Account to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority: [update after revised STI]
FIRST, upon receipt but no later than the Business Day next preceding each November 1 commencing [November 1, 2024], to the Series 2024 Interest Account of the Debt Service Fund, an amount equal to the interest on the Series 2024 Bonds becoming due on the next succeeding November 1, less any amounts on deposit in such Series 2024 Interest Account not previously credited;
SECOND, no later than the Business Day next preceding each November 1, commencing November 1, 2024, to the Series 2024 Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Series 2024 Bonds subject to sinking fund redemption on such November 1, less any amounts on deposit in such Series 2024 Sinking Fund Account not previously credited;
THIRD, upon receipt but no later than the Business Day preceding each May 1 commencing [May 1, 2025], to the Series 2024 Interest Account of the Debt Service Fund, an amount equal to the interest on the Series 2024 Bonds becoming due on the next succeeding May 1, less any amounts on deposit in the Series 2024 Interest Account not previously credited;
FOURTH, no later than the Business Day next preceding each May 1, which is the principal payment date for any Series 2024 Bonds, to the Series 2024 Principal Account of the Debt Service Fund, an amount equal to the principal amount of Series 2024 Bonds Outstanding maturing on such May 1, less any amounts on deposit in the Series 2024 Principal Account not previously credited;
FIFTH, notwithstanding the foregoing, at any time the Series 2024 Bonds are subject to redemption on a date which is not a May 1 or November 1 Interest Payment Date, the Trustee shall be authorized to transfer to the Series 2024 Interest Account, the amount necessary to pay interest on the Series 2024 Bonds subject to redemption on such date;
SIXTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2024 Bonds remain Outstanding, to the Series 2024 Reserve Account, an amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Reserve Requirement for the Series 2024 Bonds;
SEVENTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be deposited into the Series 2024 Costs of Issuance Account to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2024 Bonds and next, any balance in the Series 2024 Revenue Account shall remain on deposit in such Series 2024 Revenue Account, unless pursuant to the Arbitrage Certificate, it is necessary to make a

deposit into the Series 2024 Rebate Fund, in which case, the District shall direct the Trustee to make such deposit thereto.
Investments
The Trustee shall, as directed by the District in writing, invest moneys held in the Series Accounts in the Debt Service Fund and any Series Accounts within the Bond Redemption Fund only in Government Obligations and certain types of securities described in the definition of Investment Securities. The Trustee shall, as directed by the District in writing, invest moneys held in any Series Account of the Debt Service Reserve Fund in Investment Securities. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth in the Indenture. All securities securing investments under the Master Indenture shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to the provisions of the Indenture, any interest and other income so received shall be deposited in the Series 2024 Revenue Account. Upon request of the District, or on its own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the Series 2024 Revenue Account.
Absent specific instructions as aforesaid or absent standing instructions from the District for investment of such moneys, then the Trustee shall not be responsible or liable for keeping the moneys invested. The Trustee shall not be liable or responsible for any loss or failure to achieve the highest return, or entitled to any gain resulting from any investment or sale upon the investment instructions of the District or otherwise, including that set forth in the first sentence of this paragraph. The Trustee may make any investments permitted by the provisions of the Indenture through its own bond department or investment department.
The Trustee shall value the assets in each of the Funds and Accounts established under the Indenture 45 days prior to each Interest Payment Date, and as soon as practicable after each such valuation date (but no later than 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 under the Indenture, 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. See "APPENDIX A: PROPOSED FORMS OF MASTER INDENTURE AND FIRST SUPPLEMENTAL INDENTURE" attached hereto for more information.
Master Indenture Provisions Relating to Bankruptcy of Developer or Other Obligated Person
For purposes of this heading (a) each Series of Bonds, including the Series 2024 Bonds, secured by and payable from Special Assessments levied against property owned by any Insolvent Taxpayer

(defined below) are collectively referred to herein as the "Affected Bonds" and (b) the Special Assessments, including the Series 2024 Special Assessments, levied against any Insolvent Taxpayer’s property and pledged under one or more Supplemental Indentures as security for the Affected Bonds are collectively referred to herein as the "Affected Special Assessments".
Pursuant to the Master Indenture, these provisions shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against the any owner of any tax parcel subject to the Affected Special Assessments (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"). For as long as any Affected Bonds remain Outstanding, in any Proceeding involving the District, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments, the District, to the extent permitted by applicable law, shall be obligated to act in accordance with any direction from the Trustee with regard to all matters directly or indirectly affecting at least three percent (3%) of the Outstanding aggregate principal amount of the Affected Bonds or for as long as any Affected Bonds remain Outstanding, in any proceeding involving the District, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments or the Trustee. The District will agree that it shall not be a defense to a breach of the foregoing covenant that it has acted upon advice of counsel in not complying with this covenant.
The District will acknowledge and agree that, although the Affected Bonds will be issued by the District, the Owners of the Affected Bonds are categorically the party with the ultimate financial stake with respect to the Affected Bonds and, consequently, the party with a vested and pecuniary interest in a Proceeding. In the event of any Proceeding involving any Insolvent Taxpayer: (a) the District, to the extent permitted by applicable law, will agree that it shall follow the direction of the Trustee in 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 Affected Special Assessments, the Affected Bonds or any rights of the Trustee under the Indenture; (b) to the extent permitted by applicable law, the District will agree that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Affected Special Assessments, the Affected Bonds or any rights of the Trustee under the Indenture that is inconsistent with any direction from the Trustee; (c) to the extent permitted by applicable law, the Trustee shall have the right, but is not obligated to, (i) vote in any such Proceeding any and all claims of the District , or (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the District, including without limitation, motions seeking relief from the automatic stay, dismissal the Proceeding, valuation of the property belonging to the Insolvent Taxpayer, termination of exclusivity, and objections to disclosure statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking approval of sales or post-petition filing. If the Trustee chooses to exercise any such right, the District shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the District in connection with any Proceeding of any Insolvent Taxpayer, including without limitation, the right to file and/or prosecute any claims, to propose and prosecute a bankruptcy plan, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the Bankruptcy Code and (d) the District shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of the lands owned by any Insolvent Taxpayer submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to Trustee's enforcement of the District claim and rights with respect to the Affected Special Assessments or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District will agree that the Trustee shall have the right (i) to file a proof of claim with respect to the Affected Special Assessments, (ii) to deliver to the District a copy thereof, together

with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.
Notwithstanding the provisions of the immediately preceding paragraph, nothing under this heading shall preclude the District from becoming a party to a Proceeding in order to enforce a claim for operation and maintenance assessments and the District shall be free to pursue such claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken by the District in pursuance of its claim for operation and maintenance assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee's rights or consents with respect to the Special Assessments relating to the Bonds Outstanding whether such claim is pursued by the District or the Trustee. See "BONDOWNERS' RISKS – Bankruptcy and Related Risks" herein for more information.
Events of Default and Remedies
The Master Indenture provide that each of the following shall be an "Event of Default" under the Indenture, with respect to the Series 2024 Bonds:
if payment of any installment of interest on any Series 2024 Bond is not made when it becomes due and payable; or
if payment of the principal or Redemption Price of any Series 2024 Bond is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or
if the District, for any reason, fails in, or is rendered incapable of, fulfilling its obligations under the Indenture or under the Act, which failure or incapacity may reasonably be determined solely by the Majority Holders of the Series 2024 Bonds; or
if the District proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the District or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the District and if such is not vacated, dismissed or stayed on appeal within 90 days; or
if the District defaults in the due and punctual performance of any other covenant in the Indenture or in the Series 2024 Bonds, and such default continues for 60 days after written notice requiring the same to be remedied shall have been given to the District by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the Majority Holders of the Outstanding Series 2024 Bonds; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such 60 day period, no Event of Default shall be deemed to have occurred or exist if, and so long as, the District shall commence such performance within such 60 day period and shall diligently and continuously prosecute the same to completion; or
if at any time the amount in the Series 2024 Reserve Account is less than the Series 2024 Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Debt Service Requirement on the Series 2024 Bonds and such amount has not been restored within 30 days of such withdrawal; or

more than 20% of the "maintenance special assessments" levied by the District on District lands upon which the Series 2024 Special Assessments are levied to secure the Series 2024 Bonds pursuant to Section 190.021(3), Florida Statutes, as amended, and collected directly by the District have become due and payable and have not been paid, within 90 days when due.
The Trustee shall not be required to rely on any official action, admission or declaration by the District before recognizing that an Event of Default under (c) above has occurred.
No Series 2024 Bonds shall be subject to acceleration. Upon the occurrence and continuance of an Event of Default with respect to the Series 2024 Bonds, no optional redemption and no extraordinary mandatory redemption of such Series 2024 Bonds pursuant to the Indenture shall occur unless all of the Series 2024 Bonds will be redeemed or 100% of the Holders of the Series 2024 Bonds agree to such redemption.
If any Event of Default with respect to the Series 2024 Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Majority Holders of the aggregate principle amount of the Outstanding Series 2024 Bonds and receipt of indemnity to its satisfaction shall, in its capacity as Trustee:
by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Series 2024 Bonds, including, without limitation, the right to require the District to carry out any agreements with, or for the benefit of, the Series 2024 Bondholders and to perform its or their duties under the Act;
bring suit upon the Series 2024 Bonds;
by action or suit in equity require the District to account as if it were the trustee of an express trust for the Holders of the Series 2024 Bonds;
by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Series 2024 Bonds; and
by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing the Series 2024 Bonds.
If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, then the District, the Trustee, the Paying Agent and the Series 2024 Bondholders shall be restored to their former positions and rights under the Indenture as though no such proceeding had been taken.
The Majority Holders of the Series 2024 Bonds then subject to remedial proceedings under the Indenture shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with applicable law or the provisions of the Indenture.
No Bondholder of the Series 2024 Bonds shall have any right to pursue any remedy under the Indenture unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Majority Holders of the Series 2024 Bonds shall have requested the Trustee, in writing, to exercise the powers granted in such Indenture or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities, and (d) the Trustee shall have failed to comply with such request within a reasonable time.

ENFORCEMENT OF ASSESSMENT COLLECTIONS
General
The primary source of payment for the Series 2024 Bonds is the collection of the Series 2024 Special Assessments imposed on the assessable lands within the District specially benefited by the 2024 Project pursuant to the Assessment Proceedings. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein and "APPENDIX D: ASSESSMENT METHODOLOGY."
The imposition, levy, and collection of Series 2024 Special Assessments must be accomplished in compliance with the provisions of Florida law. Failure by the District, the Miami-Dade County Tax Collector ("Tax Collector") or the Miami-Dade County Property Appraiser ("Property Appraiser") to comply with such requirements could result in delay in the collection of, or the complete inability to collect, Series 2024 Special Assessments during any year. Such delays in the collection of Series 2024 Special Assessments, or complete inability to collect the Series 2024 Special Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Series 2024 Bonds. See "BONDOWNERS' RISKS." To the extent that landowners fail to pay the Series 2024 Special Assessments, delay payments, or are unable to pay the same, the successful pursuance of collection procedures available to the District is essential to continued payment of principal of and interest on the Series 2024 Bonds.
For the Series 2024 Special Assessment liens to be valid, the Series 2024 Special Assessment liens must meet two requirements: (1) the benefit from the 2024 Project to the lands subject to such Series 2024 Special Assessments must exceed or equal the amount of the Series 2024 Special Assessments, and (2) the Series 2024 Special Assessments must be fairly and reasonably allocated across all such benefitted properties.
Pursuant to the Act and the Assessment Proceedings, the District may collect the Series 2024 Special Assessments through a variety of methods. Initially, the District will directly collect the Series 2024 Special Assessments levied in lieu of the Uniform Method with respect to any assessable lands which have not yet been platted or declarations recorded, or the timing for using the Uniform Method will not yet allow for using such method, unless the Trustee at the direction of the Majority Holders for the Series 2024 Bonds directs the District otherwise. As lands are platted or declarations recorded, the Series 2024 Special Assessments for such lands will be added to the County tax roll and collected pursuant to the Uniform Method (as herein described) unless the Trustee at the direction of the Majority Holders for the Series 2024 Bonds directs the District otherwise or the timing for using the Uniform Method will not yet allow for using such method. [This comes from indenture, however, it appears the district has a resolution from December requiring the use of uniform method now.] The following is a description of certain statutory provisions relating to each of these collection methods. Such description is not intended to be exhaustive and is qualified in its entirety by reference to such statutes.
Direct Billing and Foreclosure Procedure
As noted above, and pursuant to Chapters 170 and 190 of the Florida Statutes, the District may directly levy, collect and enforce the Series 2024 Special Assessments. In this context, Section 170.10 of the Florida Statutes provides that upon the failure of any property owner to timely pay all or any part of the annual installment of principal and/or interest of a special assessment due, including the Series 2024 Special Assessments, the whole assessment, with the interest and penalties thereon, shall immediately become due and payable and subject to foreclosure. Generally stated, the governing body of the entity levying the special assessment, in this case the District, may foreclose by commencing a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or, alternatively, by commencing an action under

Chapter 173, Florida Statutes, which relates to foreclosure of municipal tax and special assessment liens. Such proceedings are in rem, meaning that the action would be brought against the land, and not against the landowner. In light of the one year tolling period required before the District may commence a foreclosure action under Chapter 173, Florida Statutes, it is likely the District would commence an action to foreclose in the same manner as the foreclosure of a real estate mortgage rather than proceeding under Chapter 173, Florida Statutes.
Enforcement of the obligation to pay Series 2024 Special Assessments and the ability to foreclose the lien of such Series 2024 Special Assessments upon the failure to pay such Series 2024 Special Assessments may not be readily available or may be limited because enforcement is dependent upon judicial action which is often subject to discretion and delay. Additionally, there is no guarantee that there will be demand for any foreclosed lands sufficient to repay the Series 2024 Special Assessments. See "BONDOWNERS' RISKS."
Uniform Method Procedure
Subject to certain conditions, and for platted lands (as described above), the District may, and in certain circumstances shall, alternatively elect to collect the Series 2024 Special Assessments using the Uniform Method. The Uniform Method of collection is available only in the event the District complies with statutory and regulatory requirements and enters into agreements with the Tax Collector and Property Appraiser providing for the Series 2024 Special Assessments to be levied and then collected in this manner. It is anticipated that the Series 2024 Special Assessments will eventually be collected by the Uniform Method.
If the Uniform Method of collection is used, the Series 2024 Special Assessments will be collected together with County, school, special district, and other ad valorem taxes and non-ad valorem assessments (together, "Taxes and Assessments"), all of which will appear on the tax bill (also referred to as a "tax notice") issued to each landowner in the District. The statutes relating to enforcement of Taxes and Assessments provide that such Taxes and Assessments become due and payable on November 1 of the year when assessed, or as soon thereafter as the certified tax roll is received by the Tax Collector, and constitute a lien upon the land from January 1 of such year until paid or barred by operation of law. Such Taxes and Assessments – including the Series 2024 Special Assessments – are to be billed, and landowners in the District are required to pay, all Taxes and Assessments without preference in payment of any particular increment of the tax bill, such as the increment owing for the Series 2024 Special Assessments.
All Taxes and Assessments are payable at one time, except for partial payment schedules as may be provided by Florida law such as Sections 197.374 and 197.222, Florida Statutes. Partial payments made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all taxing districts and levying authorities applicable to that account. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. Therefore, in the event the Series 2024 Special Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item, would cause the Series 2024 Special Assessments to not be collected to that extent, which could have a significant adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Series 2024 Bonds.
Under the Uniform Method, if the Series 2024 Special Assessments are paid during November when due or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing one percentage point per month to 1% in February. All unpaid Taxes and Assessments become delinquent on April 1 of the year following assessment.

The Tax Collector is required to collect the Taxes and Assessments on the tax bill prior to April 1 and, after that date, to institute statutory procedures upon delinquency to collect such Taxes and Assessments through the sale of "tax certificates," as discussed below. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process. Neither the District nor the Underwriter can give any assurance to the holders of the Series 2024 Bonds (1) that the past experience of the Tax Collector with regard to tax and special assessment delinquencies is applicable in any way to the Series 2024 Special Assessments, (2) that future landowners and taxpayers in the District will pay such Series 2024 Special Assessments, (3) that a market may exist in the future for tax certificates in the event of sale of such certificates for taxable units within the District, and (4) that the eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Assessment Proceedings to discharge the lien of the Series 2024 Special Assessments and all other liens that are coequal therewith.
Collection of delinquent Series 2024 Special Assessments under the Uniform Method is, in essence, based upon the sale by the Tax Collector of "tax certificates" and remittance of the proceeds of such sale to the District for payment of the Series 2024 Special Assessments due. Prior to the sale of tax certificates, the landowner may bring current the delinquent Taxes and Assessments and cancel the tax certificate process by paying the total amount of delinquent Taxes and Assessments plus all applicable interest, costs and charges. If the landowner does not act, the Tax Collector is required to attempt to sell tax certificates by public bid to the person who pays the delinquent Taxes and Assessments owing and any applicable interest and charges, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than 18%).
If there are no bidders, the tax certificate is issued to the County. The County is to hold, but not pay for, the tax certificate with respect to the property, bearing interest at the maximum legal rate of interest, which is currently 18%. The Tax Collector does not collect any money if tax certificates are issued, or "struck off," to the County. The County may sell such certificates to the public at any time after issuance, but before a tax deed application is made, at the face amount thereof plus interest at the rate of not more than 18% per annum plus costs and charges. Proceeds from the sale of tax certificates are required to be used to pay Taxes and Assessments (including the Series 2024 Special Assessments), interest, costs and charges on the real property described in the certificate.
Unless full payment for a tax deed is made to the clerk of court, including documentary stamps and recording fees, any tax certificate in the hands of a person other than the County may be redeemed and canceled, in whole or in part (under certain circumstances), at any time before a tax deed is issued, and at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, and charges due. Regardless of the interest rate actually borne by the certificates, persons redeeming tax certificates must pay a minimum interest rate of 5%, unless the rate borne by the certificates is zero percent. The proceeds of such a redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is canceled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County, as described above.
Any holder, other than the County, of a tax certificate that has not been redeemed has seven years from the date of issuance of the tax certificate during which to act against the land that is the subject of the tax certificate. After an initial period ending two years from April 1 of the year of issuance of a certificate, during which period actions against the land are held in abeyance to allow for sales and redemptions of tax certificates, and before the expiration of seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject land. The applicant is required to pay to the Tax Collector at the time of application all amounts required to redeem or purchase all other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due (as well as any costs of resale, if applicable). If the County holds a tax certificate on property valued at $5,000 or

more and has not succeeded in selling it, the County must apply for a tax deed two years after April 1 of the year of issuance of the certificate or as soon thereafter as is reasonable. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale.
In any such public sale conducted by the Clerk of the Circuit Court, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, including costs incurred for the service of notice required by statute, redemption of other tax certificates on the land, and all other costs to the applicant for the tax deed, plus interest thereon. In the case of homestead property, the minimum bid is also deemed to include, in addition to the amount of money required for the minimum bid on non- homestead property, an amount equal to one-half of the latest assessed value of the homestead. If there are no higher bids, the holder receives title to the land, and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. The holder is also responsible for payment of any amounts included in the bid not already paid, including but not limited to, documentary stamp tax, recording fees, and, if property is homestead property, the moneys to cover the one-half value of the homestead. If there are other bids, the holder may enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem the tax certificate, together with all subsequent unpaid taxes plus the costs and expenses of the application for deed, with interest on the total of such sums, are forwarded to the holder thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholder of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may appear. If the property is purchased for an amount in excess of the statutory bid of the certificate holder, but such excess is not sufficient to pay all governmental liens of record, the excess shall be paid to each governmental unit pro rata.
Except for certain governmental liens and certain restrictive covenants and restrictions, no right, interest, restriction or other covenant survives the issuance of a tax deed. Thus, for example, outstanding mortgages on property subject to a tax deed would be extinguished.
If there are no bidders at the public sale, the Clerk of the Circuit Court shall enter the land on a list entitled "lands available for taxes" and shall immediately notify the County Commission that the property is available. At any time within 90 days from the date the property is placed on the list, the County may purchase the land for the opening bid, or may waive its rights to purchase the property. Thereafter, and without further notice or advertising, any person, the County or any other governmental unit may purchase the land by paying the amount of the opening bid. Ad valorem taxes and non-ad valorem assessments accruing after the date of public sale do not require repetition of the bidding process but are added to the minimum bid. Three years from the date the property was offered for sale, unsold lands escheat to the County in which they are located, free and clear, and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the governing board of such County.
There can be no guarantee that the Uniform Method will result in the payment of Series 2024 Special Assessments. For example, the demand for tax certificates is dependent upon various factors, which include the rate of interest that can be earned by ownership of such certificates and the underlying value of the land that is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. Therefore, the underlying market value of the property within the District may affect the demand for certificates and the successful collection of the Series 2024 Special Assessments, which are the primary source of payment of the Series 2024 Bonds. Additionally, legal proceedings under Federal

bankruptcy law brought by or against a landowner who has not yet paid his or her property taxes or assessments would likely result in a delay in the sale of tax certificates. See "BONDOWNERS' RISKS."
BONDOWNERS' RISKS
There are certain risks inherent in an investment in bonds issued by a public authority or governmental body in the State and secured by special assessments. Certain of these risks are described in other sections of this Limited Offering Memorandum. Certain additional risks are associated with the Series 2024 Bonds offered hereby and are set forth below. Prospective investors in the Series 2024 Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Series 2024 Bonds and have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2024 Bonds, and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety for a more complete description of investment considerations relating to the Series 2024 Bonds.
Concentration of Land Ownership
As of the date hereof, the Developer owns all of the assessable lands within the District, which are the lands that will be subject to the Series 2024 Special Assessments securing the Series 2024 Bonds. Payment of the Series 2024 Special Assessments is primarily dependent upon their timely payment by the Developer and the other future landowners in the District. Non-payment of the Series 2024 Special Assessments by any of the landowners could have a substantial adverse impact upon the District's ability to pay debt service on the Series 2024 Bonds. See "THE DEVELOPER" and "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS" herein.
Bankruptcy and Related Risks
In the event of the institution of bankruptcy or similar proceedings with respect to the Developer or any other owner of benefited property, delays could occur in the payment of debt service on the Series 2024 Bonds, as such bankruptcy could negatively impact the ability of: (i) the Developer and any other landowner to pay the Series 2024 Special Assessments; (ii) the Tax Collector to sell tax certificates in relation to such property with respect to the Series 2024 Special Assessments being collected pursuant to the Uniform Method; and (iii) the District to foreclose the lien of the Series 2024 Special Assessments not being collected pursuant to the Uniform Method. In addition, the remedies available to the Owners of the Series 2024 Bonds under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies specified by federal, state and local law and in the Indenture and the Series 2024 Bonds, including, without limitation, enforcement of the obligation to pay Series 2024 Special Assessments and the ability of the District to foreclose the lien of the Series 2024 Special Assessments if not being collected pursuant to the Uniform Method, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2024 Bonds (including Bond Counsel's approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available with respect to the Series 2024 Bonds could have a material adverse impact on the interest of the Owners thereof.
A 2011 bankruptcy court decision in Florida held that the governing body of a community development district, and not the bondholders or indenture trustee, was the creditor of the landowners/debtors in bankruptcy with respect to claims for special assessments, and thus only the district

could vote to approve or disapprove a reorganization plan submitted by the debtors in the case. The district voted in favor of the plan. The governing body of the district was at that time elected by the landowners rather than qualified electors. Under the reorganization plan that was approved, a two-year moratorium was placed on the debtor landowners' payment of special assessments. As a result of this non-payment of assessments, debt service payments on the district's bonds were delayed for two years or longer. The Master Indenture provides for the delegation of certain rights from the District to the Trustee in the event of a bankruptcy or similar proceeding with respect to an insolvent "Landowner" (as previously defined). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS – Indenture Provisions
Relating to Bankruptcy or Insolvency of a Landowner" herein. The District cannot express any view whether such delegation would be enforceable.
Series 2024 Special Assessments Are Non-Recourse
The principal security for the payment of the principal and interest on the Series 2024 Bonds is the timely collection of the Series 2024 Special Assessments. The Series 2024 Special Assessments do not constitute a personal indebtedness of the landowners of the land subject thereto, but are secured by a lien on such land. There is no assurance that the Developer or subsequent landowners will be able to pay the Series 2024 Special Assessments or that they will pay such Series 2024 Special Assessments even though financially able to do so. Neither the Developer nor any other subsequent landowners have any personal obligation to pay the Series 2024 Special Assessments. Neither the Developer nor any subsequent landowners are guarantors of payment of any Series 2024 Special Assessments, and the recourse for the failure of the Developer or any subsequent landowner to pay the Series 2024 Special Assessments is limited to the collection proceedings against the land subject to such unpaid Series 2024 Special Assessments, as described herein. Therefore the likelihood of collection of the Series 2024 Special Assessments may ultimately depend on the market value of the land subject to the Series 2024 Special Assessments. While the ability of the Developer or subsequent landowners to pay the Series 2024 Special Assessments is a relevant factor, the willingness of the Developer or subsequent landowners to pay the Series 2024 Special Assessments, which may also be affected by the value of the land subject to the Series 2024 Special Assessments, is also an important factor in the collection of Series 2024 Special Assessments. The failure of the Developer or subsequent landowners to pay the Series 2024 Special Assessments could render the District unable to collect delinquent Series 2024 Special Assessments and provided such delinquencies are significant, could negatively impact the ability of the District to make the full or punctual payment of debt service on the Series 2024 Bonds.
Regulatory and Environmental Risks
The development of the District Lands is subject to comprehensive federal, state and local regulations and future changes to such regulations. Approval is required from various public agencies in connection with, among other things, the design, nature and extent of planned improvements, both public and private, and construction of the infrastructure in accordance with applicable zoning, land use and environmental regulations. Although all such approvals required to date have been received and any further approvals are anticipated to be received as needed, failure to obtain any such approvals in a timely manner could delay or adversely affect the completion of the development of the District Lands. See "THE DEVELOPMENT – Development Approvals" herein for more information.
The value of the land within the District, the success of the Development, the development of the District and the likelihood of timely payment of principal and interest on the Series 2024 Bonds could be affected by environmental factors with respect to the land in the District. Should the land be contaminated by hazardous materials, this could materially and adversely affect the value of the land in the District, which could materially and adversely affect the success of the development of the lands within the District and the likelihood of the timely payment of the Series 2024 Bonds. The District has not performed, nor has the

District requested that there be performed on its behalf, any independent assessment of the environmental conditions within the District. See "THE DEVELOPMENT – Environmental" for information on environmental site assessments obtained or received. Such information is being provided solely for informational purposes, and nothing herein or in such assessments grants any legal rights or remedies in favor of the Series 2024 Bondholders in the event any recognized environmental conditions are later found to be present on District Lands. Nevertheless, it is possible that hazardous environmental conditions could exist within the District or in the vicinity of the District and that such conditions could have a material and adverse impact upon the value of the benefited lands within the District. No assurance can be given that unknown hazardous materials, protected animals or vegetative species, etc., do not currently exist or may not develop in the future, whether originating within the District or from surrounding property, and what effect such may have on the development or sale of the lands in the District.
The value of the lands subject to the Series 2024 Special Assessments could also be adversely impacted by flooding or wind damage caused by hurricanes, tropical storms, or other catastrophic events. In addition to potential damage or destruction to any existing development or construction in or near the District, such catastrophic events could potentially render the District Lands unable to support future development. The occurrence of any such events could materially adversely impact the District's ability to pay principal and interest on the Series 2024 Bonds. The Series 2024 Bonds are not insured, and the District's casualty insurance policies do not insure against losses incurred on private lands within its boundaries.
Economic Conditions and Changes in Development Plans
The successful development of the District and the sale of residential units therein, once such homes are built, may be affected by unforeseen changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Developer. Moreover, the Developer has the right to modify or change plans for development of the Development from time to time, including, without limitation, land use changes, changes in the overall land and phasing plans, and changes to the type, mix, size and number of units to be developed, and may seek in the future, in accordance with and subject to the provisions of the Act, to contract or expand the boundaries of the District.
Other Taxes and Assessments
The willingness and/or ability of an owner of benefited land to pay the Series 2024 Special Assessments could be affected by the existence of other taxes and assessments imposed upon such property by the District, the County or any other local special purpose or general purpose governmental entities. County, school, special district taxes and special assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on debt, including the Series 2024 Special Assessments, collected pursuant to the Uniform Method are payable at one time. Public entities whose boundaries overlap those of the District could, without the consent of the owners of the land within the District, impose additional taxes on the property within the District. The District anticipates imposing operation and maintenance assessments encumbering the same property encumbered by the Series 2024 Special Assessments. In addition, lands within the District may also be subject to assessments by property owners' and homeowners' associations. See "THE DEVELOPMENT – Taxes, Fees and Assessments" herein for additional information.
Under Florida law, a landowner may contest the assessed valuation determined for its property that forms the basis of ad-valorem taxes such landowner must pay. During this contest period, the sale of a tax certificate under the Uniform Method will be suspended. If the Series 2024 Special Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold with respect to such Series 2024 Special Assessment, even though the landowner is not contesting the amount of the Series 2024 Special Assessment. However, Section 194.014, Florida Statutes, requires taxpayers

challenging the assessed value of their property to pay all non-ad valorem assessments and at least 75% of their ad valorem taxes before they become delinquent. Likewise, taxpayers who challenge the denial of an exemption or classification or a determination that their improvements were substantially complete must pay all non-ad valorem assessments and the amount of ad valorem taxes that they admit in good faith to be owing. If a taxpayer fails to pay property taxes as set forth above, the Value Adjustment Board considering the taxpayer's challenge is required to deny such petition by written decision by April 20 of such year.
Limited Secondary Market for Series 2024 Bonds
The Series 2024 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2024 Bonds in the event an Owner thereof determines to solicit purchasers for the Series 2024 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2024 Bonds may be sold. Such price may be lower than that paid by the current Owners of the Series 2024 Bonds, depending on the progress of development of the Development and the lands within the District, as applicable, existing real estate and financial market conditions and other factors.
Inadequacy of Reserve Account
Some of the risk factors discussed herein, which, if materialized, would result in a delay in the collection of the Series 2024 Special Assessments, may not adversely affect the timely payment of debt service on the Series 2024 Bonds because of the Series 2024 Reserve Account. The ability of the Series 2024 Reserve Account to fund deficiencies caused by delinquencies in the payment of the Series 2024 Special Assessments is dependent on the amount, duration and frequency of such deficiencies. Moneys on deposit in the Series 2024 Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys in such Reserve Account to make up deficiencies. If the District has difficulty in collecting the Series 2024 Special Assessments, the Series 2024 Reserve Account would be rapidly depleted and the ability of the District to pay debt service on the Series 2024 Bonds could be materially adversely affected. In addition, during an Event of Default under the Indenture, the Trustee may withdraw moneys from the Series 2024 Reserve Account and such other Funds, Accounts and subaccounts created under the Indenture to pay its extraordinary fees and expenses incurred in connection with such Event of Default. If in fact the Series 2024 Reserve Account is accessed for any purpose, the District does not have a designated revenue source for replenishing such account. Moreover, the District may not be permitted to re-assess real property then burdened by the Series 2024 Special Assessments in order to provide for the replenishment of the Series 2024 Reserve Account. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024
BONDS – Series 2024 Reserve Account" herein for more information about the Series 2024 Reserve Account.
Legal Delays
If the District should commence a foreclosure action against a landowner for nonpayment of Series 2024 Special Assessments that are not being collected pursuant to the Uniform Method, such landowner and/or its mortgagee(s) may raise affirmative defenses to such foreclosure action. Although the District expects that such affirmative defenses would likely be proven to be without merit, they could result in delays in completing the foreclosure action. In addition, the District is required under the Indenture to fund the costs of such foreclosure. It is possible that the District will not have sufficient funds and will be compelled to request the Holders of the Series 2024 Bonds to allow funds on deposit under the Indenture to be used to pay the costs of the foreclosure action. Under the Code (as defined herein), there are limitations on the amounts of proceeds from the Series 2024 Bonds that can be used for such purpose.

IRS Examination and Audit Risk
The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and local governments, including bonds issued by community development districts. In 2016, the IRS concluded its lengthy examination of certain issues of bonds (for purposes of this subsection, the "Audited Bonds") issued by Village Center Community Development District (the "Village Center CDD"). During the course of the audit of the Audited Bonds, Village Center CDD received a ruling dated May 30, 2013, in the form of a non-precedential technical advice memorandum ("TAM") concluding that Village Center CDD is not a political subdivision for purposes of Section 103(a) of the Code because Village Center CDD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or through another elected state or local government body. Such a conclusion could lead to the further conclusion that the interest on the Audited Bonds was not excludable from gross income of the owners of such bonds for federal income tax purposes. Village Center CDD received a second TAM dated June 17, 2015, which granted relief to Village Center CDD from retroactive application of the IRS's conclusion regarding its failure to qualify as a political subdivision. Prior to the conclusion of the audits, the Audited Bonds were all refunded with taxable bonds. The audit of the Audited Bonds that were issued for utility improvements were closed without change to the tax exempt status of those Audited Bonds on April 25, 2016, and the audit of the remainder of the Audited Bonds (which funded recreational amenity acquisitions from entities related to the principal landowner in the Village Center CDD) was closed on July 14, 2016, without the IRS making a final determination that the interest on the Audited Bonds in question was required to be included in gross income. However, the IRS letter to the Village Center CDD with respect to this second set of Audited Bonds noted that the IRS found that the Village Center CDD was not a "proper issuer of tax-exempt bonds" and that those Audited Bonds were private-activity bonds that did not fall in any of the categories that qualify for tax-exemption. Although the TAMs and the letters to the Village Center CDD from the IRS referred to above are addressed to, and binding only on, the IRS and Village Center CDD in connection with the Audited Bonds, they reflect the audit position of the IRS, and there can be no assurance that the IRS would not commence additional audits of bonds issued by other community development districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14, 2016 letter to the Village Center CDD.
On February 23, 2016, the IRS published proposed regulations designed to provide prospective guidance with respect to potential private business control of issuers by providing a new definition of political subdivision for purposes of determining whether an entity is an appropriate issuer of bonds the interest on which is excluded from gross income for federal tax purposes. The proposed regulations required that a political subdivision (i) have the power to exercise at least one sovereign power, (ii) be formed and operated for a governmental purpose, and (iii) have a governing body controlled by or have significant uses of its funds or assets otherwise controlled by a government unit with all three sovereign powers or by an electorate that is not controlled by an unreasonably small number of unrelated electors. On October 4, 2017, the Treasury Department ("Treasury") announced that it would withdraw the proposed regulations, stating that, "while Treasury and the IRS continue to study the legal issues relating to political subdivisions, Treasury and the IRS currently believe that these proposed regulations should be withdrawn in their entirety, and plan to publish a withdrawal of the proposed regulations shortly in the Federal Register. Treasury and the IRS may propose more targeted guidance in the future after further study of the relevant legal issues." Notice of withdrawal of the proposed regulations was published in the Federal Register on October 20, 2017.
It has been reported that the IRS has closed audits of other community development districts in the State with no change to such districts' bonds' tax-exempt status, but has advised such districts that such districts must have public electors within the timeframe established by the applicable state law or their bonds may be determined to be taxable retroactive to the date of issuance. Pursuant to the Act, general

elections are not held until the later of six years from the date of establishment of the community development district or the time at which there are at least 250 qualified electors in the district. The District, unlike Village Center CDD, was formed with the intent that it will contain a sufficient number of residents to allow for a transition to control by a general electorate. Currently, all of the members of the Board of the District were elected by the landowners and none were elected by qualified electors. The Developer will certify as to its expectations as to the timing of the transition of control of the Board of the District to qualified electors pursuant to the Act. Such certification by the Developer does not ensure that such certification shall be determinative of, or may influence the outcome of any audit by the IRS, or any appeal from such audit, that may result in an adverse ruling that the District is not a political subdivision for purposes of Section 103(a) of the Code. Further, there can be no assurance that an audit by the IRS of the Series 2024 Bonds will not be commenced. The District has no reason to believe that any such audit will be commenced, or that any such audit, if commenced, would result in a conclusion of noncompliance with any applicable State or federal law.
Owners of the Series 2024 Bonds are advised that, if the IRS does audit the Series 2024 Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the Owners of the Series 2024 Bonds may have limited rights to participate in those proceedings. The commencement of such an audit could adversely affect the market value and liquidity of the Series 2024 Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2024 Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. Further, an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2024 Bonds would adversely affect the availability of any secondary market for the Series 2024 Bonds. Should interest on the Series 2024 Bonds become includable in gross income for federal income tax purposes, not only will Owners of Series 2024 Bonds be required to pay income taxes on the interest received on such Series 2024 Bonds and related penalties, but because the interest rate on such Series 2024 Bonds will not be adequate to compensate Owners of the Series 2024 Bonds for the income taxes due on such interest, the value of the Series 2024 Bonds may decline.
THE INDENTURE DOES NOT PROVIDE FOR ANY ADJUSTMENT IN THE INTEREST RATES ON THE SERIES 2024 BONDS IN THE EVENT OF AN ADVERSE DETERMINATION BY THE IRS WITH RESPECT TO THE TAX-EXEMPT STATUS OF INTEREST ON THE SERIES 2024 BONDS. PROSPECTIVE PURCHASERS OF THE SERIES 2024 BONDS SHOULD EVALUATE WHETHER THEY CAN OWN THE SERIES 2024 BONDS IN THE EVENT THAT THE INTEREST ON THE SERIES 2024 BONDS BECOMES TAXABLE AND/OR THE DISTRICT IS EVER DETERMINED TO NOT BE A POLITICAL SUBDIVISION FOR PURPOSES OF THE CODE AND/OR SECURITIES ACT (AS HEREINAFTER DEFINED).
Loss of Exemption from Securities Registration
The Series 2024 Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, because of the exemption for securities issued by political subdivisions. It is possible that federal or state regulatory authorities could in the future determine that the District is not a political subdivision for purposes of federal and state securities laws, including without limitation as the result of a determination by the IRS, judicial or otherwise, of the District's status for purposes of the Code. In such event, the District and purchasers of Series 2024 Bonds may not be able to rely on the exemption from registration under the Securities Act relating to securities issued by political subdivisions. In that event, the Owners of the Series 2024 Bonds would need to ensure that subsequent transfers of the Series 2024 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act and applicable state securities laws.

Federal Tax Reform
Various legislative proposals are mentioned from time to time by members of Congress of the United States of America and others concerning reform of the internal revenue (tax) laws of the United States. In addition, the IRS may, in the future, issue rulings that have the effect of challenging the interpretation of existing tax laws. Certain of these proposals and interpretations, if implemented or upheld, could have the effect of diminishing the value of obligations of states and their political subdivisions, such as the Series 2024 Bonds, by eliminating or changing the tax-exempt status of interest on such bonds. Whether any such proposals will ultimately become or be upheld as law, and if so, the effect such proposals could have upon the value of bonds such as the Series 2024 Bonds cannot be predicted. However, it is possible that any such law or interpretation could have a material and adverse effect upon the availability of a liquid secondary market and/or the value of the Series 2024 Bonds. Prospective purchasers of the Series 2024 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation. See also "TAX MATTERS" herein.
State Tax Reform
It is impossible to predict what new proposals may be presented regarding tax reform and/or community development districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. On October 31, 2014, the Auditor General of the State released a 31-page report which requests legislative action to establish parameters on the amount of bonds a community development district may issue and provide additional oversight for community development district bonds. This report renewed requests made by the Auditor General in 2011 that led to the Governor of the State issuing an Executive Order on January 11, 2012 (the "Executive Order") directing the Office of Policy and Budget in the Executive Office of the Governor ("OPB") to examine the role of special districts in the State. As of the date hereof, the OPB has not made any recommendations pursuant to the Executive Order nor has the Florida legislature passed any related legislation. It is impossible to predict with certainty the impact that any existing or future legislation will or may have on the security for the Series 2024 Bonds. It should be noted that Section 190.016(14) of the Act provides in pertinent part that "The state pledges to the holders of any bonds issued under the Act that it will not limit or alter the rights of the district to levy and collect the … assessments… and to fulfill the terms of any agreement made with the holders of such bonds … and that it will not impair the rights or remedies of such holders."
Insufficient Resources or Other Factors Causing Failure to Complete Development
The cost to finish the 2024 Project will exceed the net proceeds from the Series 2024 Bonds. There can be no assurance, in the event the District does not have sufficient moneys on hand to complete the 2024 Project, that the District will be able to raise, through the issuance of additional bonds or otherwise, the moneys necessary to complete the 2024 Project. Further, the Indenture sets forth certain limitations on the issuance of additional bonds. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS – Additional Obligations" for more information.
Although the Developer will agree to fund or cause to be funded the completion of the 2024 Project regardless of the insufficiency of proceeds from the Series 2024 Bonds and will enter into a completion agreement with the District as evidence thereof, there can be no assurance that the Developer will have sufficient resources to do so. Such obligation of the Developer is an unsecured obligation, and the Developer is a special-purpose entity whose assets consist primarily of its interests in the District. See "THE DEVELOPER" herein for more information.

There are no assurances that the Series 2024 Project and any other remaining development work associated with the District will be completed. Further, there is a possibility that, even if the District is developed, the Builder may not close on all or any [more] of the homesites therein, and such failure to close could negatively impact the construction and sale of homes in the District. The Builder Contract may also be terminated by the Builder upon the occurrence or failure to occur of certain conditions set forth therein. See "THE DEVELOPMENT – The Builder Contract and the Builder" herein for more information about the Builder and the Builder Contract.
Pandemics and Other Public Health Emergencies
The COVID-19 pandemic severely impacted global financial markets, unemployment levels and commerce generally. It is possible that, in the future, the spread of epidemic or pandemic diseases and/or government health and public safety restrictions imposed in response thereto could adversely impact the District, the Developer, the timely and successful completion of the Development, the purchase of lots therein by the Builder and the construction and sale to purchasers of residential units therein. Such impacts could include delays in obtaining development approvals, construction delays, supply chain delays, or increased costs. See also "Economic Conditions and Changes in Development Plans" and "Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.
Cybersecurity
The District relies on a technological environment to conduct its operations. The District, its agents and other third parties the District does business with or otherwise relies upon are subject to cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to such parties' digital systems for the purposes of misappropriating assets or information or causing operational disruption and damage. No assurances can be given that any such attack(s) will not materially impact the operations or finances of the District, which could impact the timely payment of debt service on the Series 2024 Bonds.
Prepayment and Redemption Risk
In addition to being subject to optional and mandatory sinking fund redemptions, the Series 2024 Bonds are subject to extraordinary mandatory redemption, including, without limitation, as a result of prepayments of the Series 2024 Special Assessments by the Developer or subsequent owners of the property within the District. Any such redemptions of the Series 2024 Bonds would be at the principal amount of such Series 2024 Bonds being redeemed plus accrued interest to the date of redemption. In such event, owners of the Series 2024 Bonds may not realize their anticipated rate of return on the Series 2024 Bonds and owners of any Premium Bonds (as defined herein) may receive less than the price they paid for the Series 2024 Bonds. See "DESCRIPTION OF THE SERIES 2024 BONDS – Redemption Provisions," "– Purchase of Series 2024 Bonds" and "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS – Prepayment of Series 2024 Special Assessments" herein for more information.
Payment of Series 2024 Special Assessments after Bank Foreclosure
In the event a bank forecloses on property because of a default on a mortgage in favor of such bank on any of the assessable lands within the District, and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver, will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the Series 2024 Special Assessments levied on such property. In addition, the District would require the consent of the FDIC prior to commencing a foreclosure action.

ESTIMATED SOURCES AND USES OF FUNDS

Source of Funds	Series 2024
Bonds	
Par Amount	$		
[Original Issue Premium/Discount]	 		
Total Sources	$		
Use of Funds		
Deposits to the Series 2024 Acquisition and Construction Account	$		
Deposits to the Series 2024 Reserve Account	 		
Costs of Issuance, including Underwriter's Discount (1)	
	
Total Uses	$	

(1) Costs of issuance includes, without limitation, legal fees and other costs associated with the issuance of the Series 2024 Bonds.

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DEBT SERVICE REQUIREMENTS
The following table sets forth the scheduled debt service on the Series 2024 Bonds:

Year Ended
November 1			
Principal		
Interest		
Total	

*								
TOTAL								

* The Series 2024 Bonds mature on May 1, 20 .

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THE DISTRICT
General Information
The District was established by Ordinance No. 22-103 (the "Ordinance") enacted by the Board of County Commissioners of the County on September 1, 2022 and becoming effective on September 11, 2022 under the provisions of the Act. The District is located in the County and includes approximately 44.2 gross acres of land (the "District Lands") that are [expected to be developed][being developed] as a 563- unit residential community to be known as "Antillia" (the "Development"). The District is located north of Southwest 360th Street and east of Southwest 180th Avenue. See "THE DEVELOPMENT" herein for more information.
Legal Powers and Authority
The District is an independent unit of local government created pursuant to, and established in accordance with, the Act. The Act was enacted in 1980 to provide a uniform method for the establishment of independent districts to manage and finance basic community development services, including capital infrastructure required for community developments throughout the State. The Act provides legal authority for community development districts (such as the District) to finance the acquisition, construction, operation and maintenance of the major infrastructure for community development pursuant to its general law charter.
Among other provisions, the Act gives the District's Board of Supervisors the authority to, among other things, (a) finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain systems, facilities, and basic infrastructure for, among other things: (i) water management and control for lands within the District and to connect any of such facilities with roads and bridges; (ii) water supply, sewer and waste-water management, reclamation and reuse systems or any combination thereof and to construct and operate connecting intercept or outlet sewers and sewer mains and pipes and water mains, conduits, or pipelines in, along, and under any street, alley, highway, or other public place or ways, and to dispose of any effluent, residue, or other byproducts of such system or sewer system; (iii) District roads equal to or exceeding the specifications of the county in which such District roads are located and street lights, landscaping, hardscaping and undergrounding of electric utility lines;
(iv) conservation areas, mitigation areas, and wildlife habitat; (v) any other project, facility, or service required by a development approval, interlocal agreement, zoning condition, or permit issued by a governmental authority with jurisdiction in the District, and (vi) with the consent of the local general- purpose government within the jurisdiction of which the power is to be exercised, parks and facilities for indoor and outdoor recreational uses, and security; (b) borrow money and issue bonds of the District; (c) impose and foreclose special assessments liens as provided in the Act; and (d) exercise all other powers, necessary, convenient, incidental or proper in connection with any of the powers or duties of the District stated in the Act.
The Act does not empower the District to adopt and enforce any land use plans or zoning ordinances and the Act does not empower the District to grant building permits. These functions are to be performed by general purpose local governments having jurisdiction over the lands within the District.
The Act exempts all property owned by the District from levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any bondholders to pursue any remedy for enforcement of any lien or pledge of the District in connection with its bonds, including the Series 2024 Bonds.

Board of Supervisors
The Act provides that a five-member Board of Supervisors (the "Board") serves as the governing body of the District. Members of the Board (the "Supervisors") must be residents of the State and citizens of the United States. Initially, the Supervisors were appointed in the Ordinance. Within 90 days after formation of the District, an election was held pursuant to which new Supervisors were elected on an at- large basis by the owners of the property within the District. Ownership of land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number). A Supervisor serves until expiration of his or her term and until his or her successor is chosen and qualified. If, during a term of office, a vacancy occurs, the remaining Supervisors may fill the vacancy by an appointment of an interim Supervisor for the remainder of the unexpired term.
At the initial election held within 90 days after formation of the District, the landowners in the District elected two Supervisors to four-year terms and three Supervisors to two-year terms. Thereafter, the elections have taken place and will take place every two years, with the first such election being held on the first Tuesday in November, and subsequent elections being held on a date in November established by the Board. Upon the later of six years after the initial appointment of Supervisors and the year when the District next attains at least 250 qualified electors, Supervisors whose terms are expiring will begin to be elected (as their terms expire) by qualified electors of the District. A qualified elector is a registered voter who is at least eighteen years of age, a resident of the District and the State and a citizen of the United States. At the election where Supervisors are first elected by qualified electors, two Supervisors must be qualified electors and be elected by qualified electors, each elected to four-year terms. The seat of the remaining Supervisor whose term is expiring at such election shall be filled by a Supervisor who is elected by the landowners for a four-year term and who is not required to be a qualified elector. Thereafter, as terms expire, all Supervisors must be qualified electors and must be elected by qualified electors to serve staggered four-year terms.
Notwithstanding the foregoing, if at any time the Board proposes to exercise its ad valorem taxing power, prior to the exercise of such power, it shall call an election at which all Supervisors shall be elected by qualified electors in the District. Elections subsequent to such decision shall be held in a manner such that the Supervisors will serve four-year terms with staggered expiration dates in the manner set forth in the Act.
The Act provides that it shall not be an impermissible conflict of interest under Florida law governing public officials for a Supervisor to be a stockholder, officer or employee of a landowner or of any entity affiliated with a landowner.
The current members of the Board and the expiration of the term of each member are set forth below: [District Manager to provide updated below.]

Name	Title	Term Expires	
Michael Caputo *	Chairman	November 2026	
Timothy Smith*	Vice Chairman	November 2026	
Jon Seifel*	Assistant Secretary	November 2024	
[	]*	Assistant Secretary	November 2024	
Justin Frye*	Assistant Secretary	November 2024	
* [Employee of an affiliate of the Developer.]
A majority of the members of the Board constitutes a quorum for the purposes of conducting its business and exercising its powers and for all other purposes. Action taken by the District shall be upon a

vote of a majority of the members present unless general law or a rule of the District requires a greater number. All meetings of the Board are open to the public under Florida's open meeting or "Sunshine" law.
The District Manager and Other Consultants
The chief administrative official of the District is the District Manager (as hereinafter defined). The Act provides that a district manager has charge and supervision of the works of the District and is responsible for preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the Act, for maintaining and operating the equipment owned by the District, and for performing such other duties as may be prescribed by the Board.
The District has retained Special District Services, Inc. to serve as its district manager ("District Manager"). The District Manager's office is located at 2501A Burns Road, Palm Beach Gardens, Florida 33410.
The Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, the District has employed the services of Greenberg Traurig, P.A., West Palm Beach, Florida, as Bond Counsel; HSQ Group, LLC, Boca Raton, Florida, as District Engineer; and Billing, Cochran, Lyles, Mauro & Ramsey, P.A., Fort Lauderdale, Florida, as District Counsel. The Board has also retained the District Manager to serve as Methodology Consultant and to prepare the Assessment Methodology and to serve as Dissemination Agent for the Series 2024 Bonds.
No Outstanding Bond Indebtedness
The District has not previously issued any bonds or other similar debt obligations.

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THE CAPITAL IMPROVEMENT PLAN
HSQ Group, LLC (the "District Engineer") prepared a report entitled Engineer's Report - The Antillia Community Development District, dated October 13, 2022 (the "Engineer's Report"), [need final report. we have "Draft"] which sets forth certain public infrastructure improvements necessary for the development of 563 residential homesites planned for the Development (the "Capital Improvement Plan"). The District Engineer, in the Engineer's Report estimates the total cost of the Capital Improvement Plan to be $13,491,443, as more particularly described below. [are costs below still accurate?]

Capital Improvement Plan Description	Estimated Costs	
Lake Excavation	$ 1,024,250	
Roadway Improvements (Off-Site Only)	1,777,505	
Stormwater Management System	1,960,000	
Water Main Distribution System	1,855,000	
Wastewater Collection System	2,265,000	
Pump Station & Transmission System	570,000	
Hardscape, Landscape, Irrigation	1,688,857	
Differential Cost of Undergrounding Electrical Conduit	225,000	
MD-WASD Water & Sewer Impact Fees	649,336	
Professional Consultant Services	250,000	
Contingency		1,226,495	
Total	$13,491,443	

Land development associated with the Development [commenced/is expected to commence] in [	] and is expected to be phased, with final completion expected by 	. As of the date hereof, the Developer has spent approximately $	 towards land development, a portion of which includes the Capital Improvement Plan.
The Series 2024 Bonds are being issued in order to finance a portion of the Capital Improvement Plan. The available net proceeds of the Series 2024 Bonds are expected to be approximately $9.17 million and such proceeds will be used by the District towards the funding and/or acquisition of a portion of the Capital Improvement Plan. The Developer will enter into a completion agreement that will obligate the Developer to complete the Capital Improvement Plan. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.
The District Engineer has indicated that all engineering permits necessary to construct the Capital Improvement Plan that are set forth in the Engineer's Report have been obtained or are reasonably expected to be obtained in the ordinary course of business. In addition to the Engineer's Report, please refer to "THE DEVELOPMENT – Development Approvals" for a more detailed description of the entitlement and permitting status of the Development.
See "APPENDIX A: ENGINEER'S REPORT" for more information regarding the above improvements.

 Preliminary, subject to change.

ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS
The Master Special Assessment Methodology Report dated October 21, 2022 (the "Master Assessment Methodology"), as supplemented by the Preliminary First Supplemental Special Assessment Methodology Report dated April 21, 2023 (the "Supplemental Assessment Methodology" and together with the Master Assessment Methodology, the "Assessment Methodology"), which allocates the Series 2024 Special Assessments to certain assessable lands within the District, has been prepared by Special District Services, Inc., Palm Beach Gardens, Florida (the "Methodology Consultant"). See "EXPERTS" herein for more information. The Assessment Methodology is included herein as APPENDIX D. Once the final terms of the Series 2024 Bonds are determined, the Supplemental Assessment Methodology will be revised or amended to reflect such final terms. Once levied and imposed, the Series 2024 Special Assessments will be first liens on the assessable lands within the District against which they are assessed until paid or barred by operation of law, co-equal with one another and with other State taxes and assessments levied by the District and other units of government. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.
As set forth in the Assessment Methodology, the Series 2024 Special Assessments will be levied on the approximately 44.2 gross acres within the District until such time as the land is platted or subject to a recorded declaration. The Series 2024 Special Assessments will be assigned to homesites on a first- platted, first-assigned basis. Assuming that all of the planned 563 residential units are platted, then the Series 2024 Special Assessments will be allocated on a per unit basis as set forth below and in accordance with the Assessment Methodology. See "APPENDIX D: ASSESSMENT METHODOLOGY" herein. [Update after revised Supplemental Method distributed.]

Product Type	
No. of Units	Annual Series 2024
Special Assessments Per Unit*	Series 2024 Bonds Par Debt Per Unit*	
Villa	344	$[	]	$34,224	
Townhome	73	$[	]	$34,224	
Villa	78	$1,489	$19,272	
Townhome	68	$1,489	$19,272	
Total	563			

* Preliminary, subject to change. The annual Series 2024 Special Assessments have been grossed up to include County collection costs currently at 2% and an early collection discount allowance currently at 4% when collected by the Uniform Method. See "APPENDIX D: ASSESSMENT METHODOLOGY" attached hereto for more information. It is anticipated that at the time of sale of [the remaining] villas and townhomes to the Builder, the Developer will make a partial prepayment of Series 2024 Special Assessments in the amount of $14,952 per unit for a total prepayment of $6,235,000 (which amounts are preliminary and subject to change) to achieve target gross annual assessment levels of $  per villa and townhome unit (inclusive of collection costs and early payment discounts).

The District anticipates levying assessments to cover its operation and maintenance costs that will be approximately $850 per residential unit annually, which amount is subject to change. The land within the District has been and is expected to continue to be subject to taxes and assessments imposed by taxing authorities other than the District. The total millage rate imposed on taxable properties in the District is currently approximately 17.05410 mills, which is subject to change in future tax years. These taxes would be payable in addition to the Series 2024 Special Assessments and any other assessments levied by the District; which amount is subject to change. In addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the County and the School District of Miami-Dade County, Florida may each levy ad valorem taxes upon the land in the District. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in the current year.

See "BONDOWNERS' RISKS" and "THE DEVELOPMENT – Taxes, Fees and Assessments" for more information.

[Remainder of page intentionally left blank.]

The information appearing below under the captions "THE DEVELOPMENT" and "THE DEVELOPER" has been furnished by the Developer for inclusion in this Limited Offering Memorandum and, although believed to be reliable, such information has not been independently verified by Bond Counsel, the District or its counsel, or the Underwriter or its counsel, and no persons other than the Developer make any representation or warranty as to the accuracy or completeness of such information supplied by them. The following information is provided by the Developer as a means for the prospective bondholders to understand the anticipated development plan and risks associated with the Development. The Developer are not guaranteeing payment of the Series 2024 Bonds or the Series 2024 Special Assessments.
THE DEVELOPMENT
General
The District encompasses approximately 44.2 gross acres of land (the "District Lands") located in an unincorporated portion of Miami-Dade County, Florida (the "County"). The District Lands are [expected to be][being] developed as a 563-unit residential community to be known as "Antillia" (the "Development"). The Development is located north of Southwest 360th Street, east of Southwest 180th Avenue, south of the Gateway West Subdivision, and west of US Highway 1. The Development is in a well populated portion of the County with many ancillary retail and grocery services including the Florida Keys Outlet Market Place, Home Depot, Walmart Supercenter, Lowe's Home Improvement, Publix, the Homestead Sports Complex, and the Homestead Miami Speedway. More generally, the Development is located 35 miles south of Downtown Miami and 30 miles north of Key Largo.
The Series 2024 Bonds are being issued in order to finance a portion of the public infrastructure costs associated with the development of the 563 residential homesites planned for the Development (the "2024 Project" or the "Capital Improvement Plan"). [The Series 2024 Bonds will be secured by the Series 2024 Special Assessments which will initially be levied on the 44.2 acres which comprise the District. The Series 2024 Special Assessments will be assigned to residential units on a first platted, first assigned basis as set forth in the Assessment Methodology attached hereto.][update if platted.]
CRE-KL Antillia Owner, LLC, a Delaware limited liability company (the "Developer"), is the sole landowner and land developer for the Development. The Developer has entered into a Builder Contract with Lennar Homes, LLC, a Florida limited liability company ("Lennar Homes" or the "Builder") for the sale of all 563 fully developed, finished residential homesites planned for the Development. Lennar Homes is expected to construct and market residential townhomes and villas for sale to end-users. See "THE DEVELOPER" and "The Builder Contract and the Builder" herein for more information.
Land development for the Development will occur in approximately three phases. The first phase of land development will contain 270 homesites, which are planned to contain 141 one-car garage townhome homesites and 129 garden villa homesites. The second and third phases of land development will contain 154 and 139 garden villa homesites, respectively. Townhomes will range in size from approximately 		 square feet to 		 square feet and starting price points will range from approximately $		to $	. Villas will range in size from approximately 	square feet to 	 square feet and starting price points will range from approximately $		 to
$	. The target customers for units within the Development are [first time homebuyers]. See "Residential Product Offerings" herein more information.

Land Acquisition and Finance Plan
The Developer acquired the lands within the District on November 1, 2021 for approximately
$16,843,800, which were purchased by the Developer with equity. [confirm no mortgage.]
The Developer estimates the total land development costs associated with the Development will be approximately $[13,491,443 – any additional private development costs?], consisting of the costs of the Capital Improvement Plan and other hard and soft costs. As of [	], 2023, the Developer has spent approximately $[	], a portion of which has been spent towards a portion of the Capital Improvement Plan. The available net proceeds of the Series 2024 Bonds are expected to be approximately
$[9.17] million and additional moneys needed to complete the Development will be paid for by the Developer. The Developer will enter into a completion agreement that will obligate the Developer to complete the Capital Improvement Plan. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.
Development Plan / Status
Land development for the Development [commenced / is expected to commence in 	 202 ] with mass grading and pond excavation for the entire site and such earthwork is expected to be completed by 	. Parcel specific infrastructure improvements associated with the Development will be phased as set forth below.
Phase One. Phase One of the Development is planned to contain 270 homesites consisting of 141 townhomes and 129 villas. Parcel infrastructure installation for Phase One is expected to commence in
	and is expected to be completed by 	, at which point homesites will be delivered to Lennar Homes in accordance with the Builder Contract and Lennar Homes will subsequently commence sales and vertical construction. A plat for Phase One is expected to be recorded by 	.
Phase Two. Phase Two of the Development is planned to contain 154 villa homesites. Parcel infrastructure installation for Phase Two is expected to commence in 	 and is expected to be completed by 	. A plat for Phase Two is expected to be recorded by 		.
Phase Three. Phase Three of the Development is planned to contain 139 villa homesites. Parcel infrastructure installation for Phase Three is expected to commence in 	 and is expected to be completed by 	. A plat for Phase Three is expected to be recorded by 		.
The Developer expects Lennar Homes to construct 	model homes, which are estimated to be completed by 	. Closings with homebuyers are expected to commence by 	.
The Developer anticipates that approximately    homes will be closed with homebuyers per annum until buildout, which is expected by 	. This anticipated absorption is based upon estimates and assumptions made by the Developer that are inherently uncertain, though considered reasonable by the Developer, and are subject to significant business, economic, and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the Developer. As a result, there can be no assurance such absorption rate will occur or be realized in the time frame anticipated.

 Preliminary, subject to change.

The Builder Contract and the Builder
The Developer has entered into an Agreement for the Purchase and Sale of Real Property dated March 3, 2022, as amended (the "Builder Contract") with Lennar Homes, LLC, a Florida limited liability company ("Lennar Homes" or the "Builder") for the sale of 141 fully developed 21 foot by 87 foot one-car garage townhome homesites, and 422 fully-developed 18.4 foot by 98 foot garden villa homesites planned for the Development. Lennar Homes is expected to construct and market townhomes and villas for sale to end-users. The total expected consideration for the sale of all 563 residential homesites planned for the Development is approximately $[58,488,000, which amount could increase pursuant to an escalation clause, certificate of portability ("CP") sales (which reflects workforce housing density bonus) and additional consideration provided for in the Builder Contract and as further described below].
[7th amendment states that work should commence by June 30, 2023. Did that occur?] [Please send all amendments after the 7th amendment.]
The Developer will sell the townhome homesites and the villa homesites, along with a CP for up to 150 units based on the workforce housing density bonus available under the County's Workforce Housing Development Program. At each closing on the purchase of a homesite, Lennar Homes will pay the Developer $123,000, for each townhome homesite, $97,500 for each villa homesite, and $5,000 per unit under the CP, all subject to adjustment as provided in the Builder Contract. The Builder Contract provides that, at the initial closing, Lennar shall acquire the CP for 150 units (if available), at least 30 townhome homesites, and at least 120 villa homesites, which shall occur within 10 business days after Lennar issues an Acceptance Notice under the Builder Contract, but in no event later than October 1, 2024 ("Initial Closing"). The Developer anticipates that the Initial Closing will occur in [	, 202 ]. Lennar will acquire 30 townhome homesites and 65 villa homesites on or before the date which is six months following the Initial Closing ("Second Closing"). Lennar will acquire 30 townhome homesites and 65 villa homesites on or before the last day of each calendar quarter following the prior closing ("Subsequent Closing"). In the event after a Subsequent Closing there would remain less than 10 townhome homesites or 10 villa homesites to be purchased, as the case may be, such remaining homesites shall be included with the homesites to be purchased at such Subsequent Closing. Beginning twelve months after the Initial Closing, the amount paid by Lennar Homes will increase by five percent (5%) per annum pursuant to an escalation clause in the Builder Contract. Additionally, beginning with the 401st homesite sold by Lennar to homebuyers, Lennar will pay the Developer additional consideration equal to 22% of the net retail proceeds less the base price paid by Lennar for each homesite.
Pursuant to the Builder Contract, Lennar Homes has made a deposit of $6,023,000, which deposit has been released to the Developer and is secured by a mortgage on the [District Lands]. [Please send us a copy of the recorded mortgage.] The inspection period has expired. A pro-rata portion of the deposit shall be credited to each homesite purchased at closing. The Developer has certain development obligations under the Builder Contract, including, without limitation, the construction of certain amenities. There is a risk that Lennar Homes may not close on any homesites pursuant to the Builder Contract or may fail to construct homes on such homesites. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.
Lennar Homes was formed on November 30, 2006 and is wholly owned by Lennar Corporation ("Lennar Corp."). Lennar Corp. stock trades on the New York Stock Exchange under the symbol LEN. Lennar Corp. is subject to the informational requirements of the Securities and Exchange Commission Act of 1934, as amended, and in accordance therewith files reports, proxy statements, and other information with the Securities and Exchange Commission (the "SEC"). The file number for Lennar Corp. is No-1- 11749. Such reports, proxy statements, and other information is available at the SEC's internet website at http://www.sec.gov. All documents subsequently filed by Lennar Corp. pursuant to the requirements of the

Securities and Exchange Commission Act of 1934 after the date of this Limited Offering Memorandum will be available for inspection in the same manner as described above.
Neither the Builder nor Lennar Corp are guaranteeing payment of the Series 2024 Bonds or the Series 2024 Special Assessments. None of the entities listed herein, other than the Developer, has entered into any agreements in connection with the issuance of the Series 2024 Bonds.
Residential Product Offerings
The target customers for units within the Development are [first time homebuyers]. Below is a summary of the expected types of units and starting price points for units in the Development.

Product Type	Square Footage	Beds/Baths	Starting Price Points	
Townhome			/ 		$	
Villa				

Development Approvals
The land within the District, including, without limitation, the land therein subject to the Series 2024 Special Assessments, is zoned to allow for the contemplated residential uses described herein. All permits have been received by jurisdictional agencies to allow for the development contemplated herein or are reasonably expected to be received in the ordinary course.
[any material development obligations? Any outstanding permits?] [Need copies of permits and WASDA approval. Were wetland mitigation credits discussed in memo paid before 1-8-22?]
Environmental
The Developer obtained a Phase I Environmental Site Assessment dated July 19, 2021 (the "Phase I ESA"), covering the land in the Development. As a result of the Phase I ESA findings, the Developer obtained a Phase II Environmental Site Assessment Report dated October 21, 2021 (the "Phase II ESA") to assess soil and groundwater to determine if agrichemicals were present. [The Phase II ESA concluded that soil contamination appears limited to the 0.5' to 2' and 2' to 3' intervals for arsenic and that the background and/or residential direct exposure limits (RDEL) exceedances of arsenic appear localized to the southern boundary of the property. In addition, groundwater sample results indicated nitrate being reported above the groundwater cleanup target level (GCTL) at one of the wells; however, the Phase II ESA noted that the number of monitoring wells was limited. The Phase II ESA provided a number of recommendations, including, without limitation, disposal of limited amounts of stockpiled soil, implementing soil restrictions, future sampling of both soil and groundwater (and the installation of addition wells for groundwater monitoring). [The Developer anticipates soil and groundwater remediation, along with additional sampling, will be addressed in connection with the Developer's development of the property. [Discuss Developer's remediation plan. Any updated info since Phase II ESA? Cost estimates? Please provide all correspondence with DERM.] See "BONDOWNERS' RISK - Regulatory and Environmental Risks" herein for more information regarding potential environmental risks.
Amenities
The Development is planned to contain a community site with an approximately 	 square foot clubhouse, a 	square foot swimming pool, and a playground (collectively, the "Amenities").

Construction of the Amenities is expected to commence in 	and is expected to be completed by 	. The estimated cost of the Amenities is approximately $	million.
Utilities
Potable water, wastewater treatment and reclaimed wastewater (reuse services) for the Development are expected to be provided by the County. Electric power is expected to be provided by Florida Power & Light. All utility services are available to the property. [confirm.]
Taxes, Fees and Assessments
As set forth in the Assessment Methodology, the Series 2024 Special Assessments will be levied on the approximately 44.2 gross acres within the District until such time as the land is platted or subject to a recorded declaration. The Series 2024 Special Assessments will be assigned to homesites on a first- platted, first-assigned basis. Assuming that all of the planned 563 residential units are platted, then the Series 2024 Special Assessments will be allocated on a per unit basis as set forth below and in accordance with the Assessment Methodology. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein. [Update after revised Supplemental Method distributed.]

Product Type	
No. of Units	Annual Series 2024 Special Assessments
Per Unit*	Series 2024 Bonds Par Debt Per Unit*	
Villa	344	$[	]	$34,224	
Townhome	73	$[	]	$34,224	
Villa	78	$1,489	$19,272	
Townhome	68	$1,489	$19,272	
Total	563			

* Preliminary, subject to change. The annual Series 2024 Special Assessments have been grossed up to include County collection costs currently at 2% and an early collection discount allowance currently at 4% when collected by the Uniform Method. See "APPENDIX D: ASSESSMENT METHODOLOGY" attached hereto for more information. It is anticipated that at the time of sale of [the remaining] villas and townhomes to the Builder, the Developer will make a partial prepayment of Series 2024 Special Assessments in the amount of $14,952 per unit for a total prepayment of $6,235,000 (which amounts are preliminary and subject to change) to achieve target gross annual assessment levels of $  per villa and townhome unit (inclusive of collection costs and early payment discounts).
The District anticipates levying assessments to cover its operation and maintenance costs that will be approximately $850 per residential unit annually; which amount is subject to change. In addition, residents will be required to pay homeowners association fees which are currently estimated to be $[  ] per year per residential unit, which amount is subject to change. The land within the District has been and is expected to continue to be subject to taxes and assessments imposed by taxing authorities other than the District. The total millage rate imposed on taxable properties in the District is currently approximately 17.05410 mills, which is subject to change in future tax years. These taxes would be payable in addition to the Series 2024 Special Assessments and any other assessments levied by the District; which amount is subject to change. In addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the County and the School District of Miami-Dade County, Florida may each levy ad valorem taxes upon the land in the District. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in the current year.

Education
The public schools for children residing in the Development are expected to be 	,
	, and 	, which are located approximately   miles,   miles, and   miles from the Development, respectively, and which were rated   ,   and   , respectively, by the Florida Department of Education in 2023. The Miami-Dade County School Board may change school boundaries from time to time and there is no requirement that students residing in the Development be permitted to attend the schools which are closest to the Development.
Competition
The following communities have been identified by the Developer as being competitive with the Development, because of their proximity to the Development, price ranges and product types. Those communities include 	, 	, and 	.
The information under this heading does not purport to summarize all of the existing or planned communities in the area of the Development, but rather provide a description of those that the Developer feels pose primary competition to the Development.
THE DEVELOPER
CRE-KL Antillia Owner, LLC, a Delaware limited liability company (the "Developer"), is the owner and developer of the lands in the Development. The Developer is managed by an affiliate of the Kolter Group LLC, a Florida limited liability company (the "Kolter Group").]
Kolter Group is a private investment firm focused on real estate development and investment and based in Delray Beach, Florida. Kolter Group and its predecessors and affiliates (collectively, "Kolter"), currently include four residential development business units, detailed below. Kolter has sponsored over
$24 billion of real estate projects throughout the southeastern United States (including Florida, Georgia, South Carolina, North Carolina and Tennessee). In Florida alone, Kolter has completed or is in the process of developing over 100 projects that are expected to total over 50,000 homesites.
Kolter Land LLC, together with certain of its affiliates (collectively, "Kolter Land"), is focused on land investment and development of finished lots for sale typically to third party homebuilders. The focus is on projects that will deliver 250 to 1,000 lots and deliver affordable product with amenities and proximity to employment centers. Kolter Land has completed or is in the process of developing over 80 projects that are expected to total over 40,000 finished lots to homebuilders, including many public-traded homebuilders.
Kolter Homes LLC, together with certain of its affiliates (collectively, "Kolter Homes"), is focused on the development, construction and sale of 500 to 1,500 for-sale single-family units, often as Cresswind branded, age-restricted, amenity-rich master-planned communities, with additional focus on smaller traditional and age-targeted add-on communities of 100 to 500 homes. Kolter Homes has completed or is in the process of developing over 41 projects that are expected to total over 25,000 residences across Florida, Georgia, South Carolina, and North Carolina,
Kolter Urban LLC, together with certain of its affiliates (collectively, "Kolter Urban"), is focused on the development of luxury condominium communities of 50 to 500 residences in waterfront, water view or downtown walkable locations. Kolter Urban has completed or is in the process of developing over 25 residential projects that are expected to total over 5,000 residences located in some of the most desirable locations in Florida and the Southeast, including the Palm Beaches, Fort Lauderdale, Sarasota, St. Petersburg, Tampa and Atlanta.

Kolter Multifamily LLC, together with certain of its affiliates (collectively, "Kolter Multifamily"), is focused on the development of market-rate and affordable rental communities of 200 to 350 units with proximity to employment and shopping. Kolter Multifamily's urban and suburban rental communities are strategically located to allow residents to enjoy the very best of the surrounding area, with prime locations and on-site amenities that create enduring value. Kolter Multifamily has completed or is in the process of developing 11 projects that are expected to total over 3,000 units.
Neither the Developer nor any of the other entities or individuals listed above are guaranteeing payment of the Series 2024 Bonds or the Series 2024 Special Assessments. None of the entities listed herein, other than the Developer, has entered into any agreements in connection with the issuance of the Series 2024 Bonds.
TAX MATTERS
General
The Internal Revenue Code of 1986, as amended (the "Code"), includes requirements that the District must continue to meet after the issuance of the Series 2024 Bonds in order that the interest on the Series 2024 Bonds be and remain excludable from gross income for federal income tax purposes. The District's failure to meet these requirements may cause the interest on the Series 2024 Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2024 Bonds. The District has covenanted in the Indenture to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Series 2024 Bonds.
In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming the accuracy of certain representations and certifications and continuing compliance by the District with the tax covenants referred to above, under existing statutes, regulations, rulings, and court decisions, the interest on the Series 2024 Bonds is excludable from gross income of the holders thereof for federal income tax purposes; and, further, interest on the Series 2024 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. In the case of the alternative minimum tax imposed by Section 55(b)(2) of the Code on applicable corporations (as defined in Section 59(k) of the Code), interest on the Series 2024 Bonds is not excluded from the determination of adjusted financial statement income. Bond Counsel is further of the opinion that the Series 2024 Bonds and the interest thereon are not subject to taxation under the laws of the State, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income, or profits on debt obligations owned by corporations as defined in said Chapter 220. Bond Counsel will express no opinion as to any other tax consequences regarding the Series 2024 Bonds. Prospective purchasers of the Series 2024 Bonds should consult their own tax advisors as to the status of interest on the Series 2024 Bonds under the tax laws of any state other than the State.
The above opinion on federal tax matters with respect to the Series 2024 Bonds will be based on and will assume the accuracy of certain representations and certifications of the District and the Developer, and compliance with certain covenants of the District to be contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2024 Bonds will be and will remain obligations the interest on which is excludable from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of those certifications and representations. Bond Counsel will express no opinion as to any other consequences regarding the Series 2024 Bonds.
Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the receipt or accrual of the interest on the Series 2024 Bonds, or the ownership

or disposition of the Series 2024 Bonds. Prospective purchasers of Series 2024 Bonds should be aware that the ownership of Series 2024 Bonds may result in other collateral federal tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2024 Bonds, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by the applicable statutory percentage of certain items, including the interest on the Series 2024 Bonds, (iii) the inclusion of the interest on the Series 2024 Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (iv) the inclusion of the interest on the Series 2024 Bonds in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year, (v) the inclusion of interest on the Series 2024 Bonds in the determination of the taxability of certain Social Security and Railroad Retirement benefits to certain recipients of such benefits, (vi) net gain realized upon the sale or other disposition of property such as the Series 2024 Bonds generally must be taken into account when computing the Medicare tax with respect to net investment income or undistributed net investment income, as applicable, imposed on certain high income individuals and specified trusts and estates and (vii) receipt of certain investment income, including interest on the Series 2024 Bonds, is considered when determining qualification limits for obtaining the earned income credit provided by Section 32(a) of the Code. The nature and extent of the other tax consequences described above will depend on the particular tax status and situation of each owner of the Series 2024 Bonds. Prospective purchasers of the Series 2024 Bonds should consult their own tax advisors as to the impact of these and any other tax consequences.
Bond Counsel's opinion is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date of issuance of the Series 2024 Bonds. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinion is not a guarantee of a particular result, and is not binding on the IRS or the courts; rather, such opinion represents Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion.
Original Issue Discount and Premium
Certain of the Series 2024 Bonds ("Discount Bonds") may be offered and sold to the public at an original issue discount ("OID"). OID is the excess of the stated redemption price at maturity (the principal amount) over the "issue price" of a Discount Bond determined under Code Section 1273 or 1274 (i.e., for obligations issued for money in a public offering, the initial offering price to the public (other than to bond houses and brokers) at which a substantial amount of the obligation of the same maturity is sold pursuant to that offering). For federal income tax purposes, OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Bond (i) is interest excludable from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Series 2024 Bonds, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale, or other disposition of that Discount Bond.
Certain of the Series 2024 Bonds ("Premium Bonds") may be offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity (or earlier for certain Premium Bonds callable prior to maturity). That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond), compounded semiannually (or over a shorter permitted

compounding interval selected by the owner). No portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain or loss on the sale, redemption (including redemption at maturity), or other disposition of a Premium Bond, the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that Premium Bond.
Owners of Discount and Premium Bonds should consult their own tax advisers as to the determination for federal income tax purposes of the amount of OID or bond premium properly accruable in any period with respect to the Discount or Premium Bonds and as to other federal tax consequences, and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income.
Changes in Federal and State Tax Law
From time to time, there are legislative proposals suggested, debated, introduced, or pending in Congress or in the State legislature that, if enacted into law, could alter or amend one or more of the federal tax matters, or state tax matters, respectively, described above including, without limitation, the excludability from gross income of interest on the Series 2024 Bonds, or adversely affect the market price or marketability of the Series 2024 Bonds, or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would affect the Series 2024 Bonds. Prospective purchasers of the Series 2024 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation.
Information Reporting and Backup Withholding
Interest paid on tax-exempt bonds such as the Series 2024 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Series 2024 Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of Series 2024 Bonds, under certain circumstances, to "backup withholding" at the rates set forth in the Code, with respect to payments on the Series 2024 Bonds and proceeds from the sale of Series 2024 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2024 Bonds. This withholding generally applies if the owner of Series 2024 Bonds (i) fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Series 2024 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding.
AGREEMENT BY THE STATE
Under the Act, the State pledges to the holders of any bonds issued thereunder, including the Series 2024 Bonds, that it will not limit or alter the rights of the District to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees, and other charges provided for in the Act and to fulfill the terms of any agreement made with the holders of such bonds and that it will not in any way impair the rights or remedies of such holders.

LEGALITY FOR INVESTMENT
The Act provides that bonds issued by community development districts are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political subdivision of the State, and constitute securities which may be deposited by banks or trust companies as security for deposits of state, county, municipal or other public funds, or by insurance companies as required or voluntary statutory deposits.
SUITABILITY FOR INVESTMENT
In accordance with applicable provisions of Florida law, the Series 2024 Bonds may initially be sold by the District only to "accredited investors" within the meaning of Chapter 517, Florida Statutes and the rules promulgated thereunder. The limitation of the initial offering to accredited investors does not denote restrictions on transfers in any secondary market for the Series 2024 Bonds. Investment in the Series 2024 Bonds poses certain economic risks. No dealer, broker, salesperson or other person has been authorized by the District or the Underwriter to give any information or make any representations, other than those contained in this Limited Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing.
ENFORCEABILITY OF REMEDIES
The remedies available to the Owners of the Series 2024 Bonds upon an Event of Default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the Series 2024 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2024 Bonds will be qualified as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery.
LITIGATION
The District
There is no litigation of any nature now pending or, to the knowledge of the District threatened, against the District seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series 2024 Bonds, or in any way contesting or affecting (i) the validity of the Series 2024 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, (ii) the pledge or application of any moneys or security provided for the payment of the Series 2024 Bonds, (iii) the existence or powers of the District or (iv) the validity of the Assessment Proceedings.
The Developer
There is no litigation of any nature now pending or, to the knowledge of the Developer, threatened, which could reasonably be expected to have a material and adverse effect upon the completion of the 2024 Project or the Development as described herein, materially and adversely affect the ability of the Developer to pay the Series 2024 Special Assessments imposed against the land within the District owned by the Developer or materially and adversely affect the ability of the Developer to perform its various obligations described in this Limited Offering Memorandum.

CONTINGENT FEES
The District has retained Bond Counsel, District Counsel, the Consulting Engineer, the District Manager/Methodology Consultant, the Underwriter (who has retained Underwriter's Counsel) and the Trustee (which has retained Trustee's counsel), with respect to the authorization, sale, execution and delivery of the Series 2024 Bonds. Except for the payment of certain fees to District Counsel, the Consulting Engineer and the District Manager, the payment of fees of the other professionals is each contingent upon the issuance of the Series 2024 Bonds.
NO RATING
No application for a rating for the Series 2024 Bonds has been made to any rating agency, nor is there any reason to believe that an investment grade rating for the Series 2024 Bonds would have been obtained if application had been made.
EXPERTS
The Engineer's Report attached as APPENDIX C to this Limited Offering Memorandum has been prepared by HSQ Group, LLC, Boca Raton, Florida, the District Engineer. APPENDIX C should be read in its entirety for complete information with respect to the subjects discussed therein. Special District Services, Inc., Palm Beach Gardens, Florida, as Methodology Consultant, has prepared the Assessment Methodology set forth as APPENDIX D attached hereto. APPENDIX D should be read in its entirety for complete information with respect to the subjects discussed therein. The District Engineer and the Methodology Consultant have consented to the inclusion of their reports in this Limited Offering Memorandum.
FINANCIAL INFORMATION
This District will covenant in the Disclosure Agreement (as defined herein), the proposed form of which is set forth in APPENDIX E attached hereto, to provide its annual audited financial statements to certain information repositories as described in APPENDIX E, commencing with the audit for the District fiscal year ending September 30, 2024. Attached hereto as APPENDIX F is a copy of the District's unaudited financial statements for the period ended [	, 202 ]. The District does not have audited financial statements because the District has not yet met the threshold under State law requiring an audit. The Series 2024 Bonds are not general obligation bonds of the District and are payable solely from the Series 2024 Pledged Revenues, as set forth in the Indenture.
By the end of the first full fiscal year after its creation, each community development district in Florida must have a separate website with certain information as set forth in Section 189.069, F.S., including, without limitation, the district's proposed and final budgets and audit. Additional information regarding the District's website is available from the District Manager at the address set forth under "THE DISTRICT – The District Manager and Other Consultants."
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Section 517.051, Florida Statutes, and the regulations promulgated thereunder requires that the District make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served only as a conduit issuer such as industrial development or private activity bonds issued on behalf of private business). The District is not and has

never been in default as to principal or interest on its bonds or other debt obligations since December 31, 1975.
CONTINUING DISCLOSURE
The District and the Developer are expected to enter into the Continuing Disclosure Agreement (the "Disclosure Agreement"), the proposed form of which is set forth in the attached APPENDIX E, for the benefit of the Series 2024 Bondholders (including owners of beneficial interests in such Series 2024 Bonds), to provide certain financial information and operating data relating to the District and the Development and report the occurrence of certain enumerated material events by certain dates prescribed in the Disclosure Agreement (the "Reports") with the Municipal Securities Rulemaking Board ("MSRB") through the MSRB's Electronic Municipal Market Access system. The specific nature of the information to be contained in the Reports is set forth in "APPENDIX E: PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT." Under certain circumstances, the failure of the District or the Developer or any other future obligated party to comply with their respective obligations under the Disclosure Agreement constitutes an event of default thereunder. Such a default will not constitute an Event of Default under the Indenture, but such event of default under the Disclosure Agreement would allow the Series 2024 Bondholders (including owners of beneficial interests in such Series 2024 Bonds), as applicable, to bring an action for specific performance.
The District has not previously issued any bonds and has not previously entered into any continuing disclosure obligations pursuant to Rule 15c2-12, promulgated under the Securities Exchange Act of 1934, as amended (the "Rule"). [The Developer has not previously entered into any continuing disclosure obligations pursuant to the Rule.] The District will appoint the District Manager as the dissemination agent. Both the District and the Developer anticipate satisfying all future disclosure obligations pursuant to the Disclosure Agreement.
UNDERWRITING
FMSbonds, Inc. (the "Underwriter") has agreed, pursuant to a contract with the District, subject to certain conditions, to purchase the Series 2024 Bonds from the District at a purchase price of
$	(par amount of the Series 2024 Bonds, [plus/less an original issue premium/discount of
$	and] less an Underwriter's discount of $	). The Underwriter's obligations are subject to certain conditions precedent and, upon satisfaction or waiver of such conditions precedent, the Underwriter will be obligated to purchase all of the Series 2024 Bonds if any Series 2024 Bonds are purchased.
The Underwriter intends to offer the Series 2024 Bonds to accredited investors at the offering prices set forth on the cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The Series 2024 Bonds may be offered and sold to certain dealers, banks and others at prices lower than the initial offering prices, and such initial offering prices may be changed from time to time by the Underwriter.
VALIDATION
Bonds issued pursuant to the terms of the Master Indenture have been validated by a judgment of the Circuit Court of the Eleventh Judicial Circuit Court of Florida in and for Miami-Dade County, Florida, rendered on January 4, 2023. The period of time during which an appeal can be taken has expired with no appeal being filed.

LEGAL MATTERS
Certain legal matters related to the authorization, sale and delivery of the Series 2024 Bonds are subject to the approval of Greenberg Traurig, P.A., West Palm Beach, Florida, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, GrayRobinson, P.A. Tampa, Florida. Certain legal matters will be passed upon for the District by its counsel, Billing, Cochran, Lyles, Mauro & Ramsey, P.A., Fort Lauderdale, Florida. Certain legal matters will be passed upon for the Developer by their counsel, Shuffield, Lowman & Wilson, P.A., Orlando, Florida.
Bond Counsel's opinion included herein is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date of delivery of the Series 2024 Bonds. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinion is not a guarantee of a particular result, and is not binding on the Internal Revenue Service or the courts; rather, such opinion represents Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion.
MISCELLANEOUS
Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized.
The references herein to the Series 2024 Bonds and other documents referred to herein are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and reference is made to such documents for full and complete statements of such provisions.
This Limited Offering Memorandum is submitted in connection with the limited offering of the Series 2024 Bonds and may not be reproduced or used, as a whole or in part, for any other purpose. This Limited Offering Memorandum is not to be construed as a contract with the purchaser or the Owners of any of the Series 2024 Bonds.
[Remainder of page intentionally left blank.]

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

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

By: 		 Chairperson, Board of Supervisors

APPENDIX A

PROPOSED FORM OF MASTER INDENTURE AND FIRST SUPPLEMENTAL INDENTURE

APPENDIX B

PROPOSED FORM OF OPINION OF BOND COUNSEL

APPENDIX C ENGINEER'S REPORT

APPENDIX D ASSESSMENT METHODOLOGY

APPENDIX E

PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT

E-1

APPENDIX F

DISTRICT'S FINANCIAL STATEMENTS

F-1

DRAFT-3
GrayRobinson, P.A. April 12, 2024

CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (this "Disclosure Agreement") dated as of [	], 2024 is executed and delivered by the Antillia Community Development District (the "Issuer" or the "District"), CRE-KL Antillia Owner, LLC, a Delaware limited liability company (the "Developer"), and Special District Services, Inc., a Florida corporation, as dissemination agent (the "Dissemination Agent") in connection with the Issuer's Special Assessment Bonds, Series 2024 (2024 Project) (the "Bonds"). The Bonds are secured pursuant to a Master Trust Indenture dated as of [	] 1, 2024 (the "Master Indenture") and a First Supplemental Trust Indenture dated as of [		] 1, 2024 (the "First Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each entered into by and between the Issuer and Regions Bank, a state banking corporation duly organized and existing under the laws of the State of Alabama and having a designated corporate trust office in Jacksonville, Florida, as trustee (the "Trustee"). The Issuer, the Developer and the Dissemination Agent covenant and agree as follows:
Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, the Developer and the Dissemination Agent for the benefit of the Beneficial Owners (as defined herein) of the Bonds and to assist the Participating Underwriter (as defined herein) of the Bonds in complying with the Rule (as defined herein). The Issuer has no reason to believe that this Disclosure Agreement does not satisfy the requirements of the Rule and the execution and delivery of this Disclosure Agreement is intended to comply with the Rule. To the extent it is later determined by a court of competent jurisdiction, a governmental regulatory agency, or an attorney specializing in federal securities law, that the Rule requires the Issuer or other Obligated Person (as defined herein) to provide additional information, the Issuer and each Obligated Person agree to promptly provide such additional information.
The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture with respect to reports, filings and notifications provided for therein, and do not in any way relieve the Issuer, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the Issuer, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law.
Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Indenture. The following capitalized terms as used in this Disclosure Agreement shall have the following meanings:
"Annual Filing Date" means the date set forth in Section 3(a) hereof by which the Annual Report is to be filed with each Repository.
"Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i)(A) of the Rule and specified in Section 4(a) of this Disclosure Agreement.
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

"Assessment Area" shall mean that portion of the District lands subject to the Assessments.
"Assessments" shall mean the non-ad valorem Series 2024 Special Assessments pledged to the payment of the Bonds pursuant to the Indenture.
"Audited Financial Statements" means the financial statements (if any) of the Issuer for the prior Fiscal Year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 4(a) of this Disclosure Agreement.
"Audited Financial Statements Filing Date" means the date set forth in Section 3(a) hereof by which the Audited Financial Statements are to be filed with each Repository if the same are not included as part of the Annual Report.
"Beneficial Owner" shall mean any person which, (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.
"Bond Year" means the annual period beginning on the second day of November of each year and ending on the first day of November of the following year.
"Business Day" means any day other than (a) a Saturday, Sunday or a day on which banks located in the city in which the designated corporate trust office of the Trustee is located are required or authorized by law or executive order to close for business, and (b) a day on which the New York Stock Exchange is closed.
"Disclosure Representative" shall mean (i) as to the Issuer, the District Manager or its designee, or such other person as the Issuer shall designate in writing to the Dissemination Agent from time to time as the person responsible for providing information to the Dissemination Agent; and (ii) as to each entity comprising an Obligated Person (other than the Issuer), the individuals executing this Disclosure Agreement on behalf of such entity or such person(s) as such entity shall designate in writing to the Dissemination Agent from time to time as the person(s) responsible for providing information to the Dissemination Agent.
"Dissemination Agent" shall mean the Issuer or an entity appointed by the Issuer to act in the capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer pursuant to Section 8 hereof. Special District Services, Inc. has been designated as the initial Dissemination Agent hereunder.
"District Manager" shall mean Special District Services, Inc., and its successors and assigns.
"EMMA" means the Electronic Municipal Market Access system for municipal securities disclosures located at http://emma.msrb.org/.

"EMMA Compliant Format" shall mean a format for any document provided to the MSRB (as hereinafter defined) which is in an electronic format and is accompanied by identifying information, all as prescribed by the MSRB.
"Financial Obligation" means a (a) debt obligation, (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) guarantee of an obligation or instrument described in either clause (a) or (b). Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.
"Fiscal Year" shall mean the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law.
"Limited Offering Memorandum" shall mean that Limited Offering Memorandum dated [	], 2024, prepared in connection with the issuance of the Bonds.
"Listed Events" shall mean any of the events listed in Section 6(a) of this Disclosure Agreement.
"MSRB" means the Municipal Securities Rulemaking Board.
"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s) who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities), which person(s) shall include the Issuer, and for the purposes of this Disclosure Agreement, the Developer for so long as such Developer or its affiliates, successors or assigns (excluding residential homebuyers who are end users) are the owners of District Lands responsible for payment of at least 20% of the Assessments.
"Participating Underwriter" shall mean FMSbonds, Inc.
"Quarterly Filing Date" shall mean for the quarter ending: (i) March 31, each May 1; (ii) June 30, each August 1; (iii) September 30, each November 1; and (iv) December 31, each February 1 of the following year. The first Quarterly Filing Date shall be [November] 1, 2024.
"Quarterly Report" shall mean any Quarterly Report provided by any Obligated Person (other than the Issuer) pursuant to, and as described in, Section 5 of this Disclosure Agreement.
"Repository" shall mean each entity authorized and approved by the SEC (as hereinafter defined) from time to time to act as a repository for purposes of complying with the Rule. The Repositories approved by the SEC may be found by visiting the SEC's website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure submissions through its EMMA web portal. As used herein, "Repository" shall include the State Repository, if any.

"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same has and may be amended from time to time.
"SEC" means the Securities and Exchange Commission. "State" shall mean the State of Florida.
"State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purposes of the Rule.
Provision of Annual Reports.
Subject to the following sentence, the Issuer shall provide the Annual Report to the Dissemination Agent no later than March 31st following the close of the Issuer's Fiscal Year (the "Annual Filing Date"), commencing with the Annual Report for the Fiscal Year ending September 30, 2024 which shall be due no later than March 31, 2025. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report, and may be submitted in accordance with State law, which currently requires such Audited Financial Statements to be provided up to, but no later than, nine (9) months after the close of the Issuer's Fiscal Year (the "Audited Financial Statements Filing Date"). The Issuer shall, or shall cause the Dissemination Agent to, provide to the Repository the components of an Annual Report which satisfies the requirements of Section 4(a) of this Disclosure Agreement within thirty (30) days after same becomes available, but in no event later than the Annual Filing Date or Audited Financial Statements Filing Date, if applicable. If the Issuer's Fiscal Year changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 6.
If on the fifteenth (15th) day prior to each Annual Filing Date or the Audited Financial Statements Filing Date, as applicable, the Dissemination Agent has not received a copy of the Annual Report or Audited Financial Statements, as applicable, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be via email) to remind the Issuer of its undertaking to provide the Annual Report or Audited Financial Statements, as applicable, pursuant to Section 3(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report or the Audited Financial Statements, as applicable, in accordance with Section 3(a) above, or (ii) advise the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report or Audited Financial Statements, as applicable, within the times required under this Disclosure Agreement, state the date by which the Annual Report or the Audited Financial Statements for such year, as applicable, will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 6(a)(xvii) has occurred and to immediately send a notice to the Repository in substantially the form attached hereto as Exhibit A.
If the Dissemination Agent has not received an Annual Report by 12:00 noon on the first (1st) Business Day following the Annual Filing Date for the Annual Report or the

Audited Financial Statements by 12:00 noon on the first (1st) Business Day following the Audited Financial Statements Filing Date for the Audited Financial Statements, then a Listed Event as described in Section 6(a)(xvii) shall have occurred and the Dissemination Agent shall immediately send a notice to the Repository in substantially the form attached as Exhibit A.
The Dissemination Agent shall:
determine each year prior to the Annual Filing Date the name, address and filing requirements of the Repository; and
promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Issuer stating that the Annual Report or Audited Financial Statements has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing all Repositories with which it was filed.
All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an EMMA Compliant Format.
Content of Annual Reports.
Each Annual Report shall be in the form set in Schedule A attached hereto and shall contain the following Annual Financial Information with respect to the Issuer:
All fund balances in all Funds, Accounts and subaccounts for the Bonds and the total amount of Bonds Outstanding, in each case as of December 31st following the end of the most recent prior Fiscal Year.
The method by which Assessments are being levied (whether on- roll or off-roll) and the amounts being levied by each method in the Assessment Area for the current Fiscal Year, and a copy of the assessment roll (on roll and off roll) for the Assessments certified for collection in the Assessment Area for the current Fiscal Year.
The method by which Assessments were levied (whether on-roll or off-roll) and the amounts levied by each method in the Assessment Area for the most recent prior Fiscal Year.
The amount of Assessments collected in the Assessment Area from the property owners during the most recent prior Fiscal Year.
If available, the amount of delinquencies in the Assessment Area greater than one hundred fifty (150) days, and, in the event that delinquencies amount to more than ten percent (10%) of the amounts of the Assessments due in any year, a list of delinquent property owners.
If available, the amount of tax certificates sold for lands within the Assessment Area, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year.

current Fiscal Year.

The amount of principal and interest to be paid on the Bonds in the

The most recent Audited Financial Statements of the Issuer.
In the event of any amendment or waiver of a provision of this

Disclosure Agreement, a description of such amendment or waiver in the next Annual Report, and in each case shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change in accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 6(b); and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.
To the extent any of the items set forth in subsections (i) through (vii) above are included in the Audited Financial Statements referred to in subsection (viii) above, they do not have to be separately set forth (unless Audited Financial Statements are being delivered later than March 31st after the close of the Issuer's Fiscal Year pursuant to Section 3(a) hereof). Any or all of the items listed above may be incorporated by reference from other documents, including limited offering memorandums and official statements of debt issues of the Issuer or related public entities, which have been submitted to the MSRB or the SEC. If the document incorporated by reference is a final limited offering memorandum or official statement, it must be available from the MSRB. The Issuer shall clearly identify each such other document so incorporated by reference.
The Issuer and each Obligated Person agree to supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The Issuer acknowledges and agrees that the information to be collected and disseminated by the Dissemination Agent will be provided by the Issuer, Obligated Persons and others. The Dissemination Agent's duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the Issuer, an Obligated Person or others as thereafter disseminated by the Dissemination Agent.
Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided.
Quarterly Reports.
Each Obligated Person (other than the Issuer), or the Developer on behalf of any other Obligated Person that fails to execute an Assignment (as hereinafter defined), shall provide an electronic copy of the Quarterly Report to the Dissemination Agent no later than five
(5) days prior to the Quarterly Filing Date. Promptly upon receipt of an electronic copy of the

Quarterly Report, but in any event no later than the applicable Quarterly Filing Date, the Dissemination Agent shall provide a Quarterly Report to the Repository.
Each Quarterly Report shall contain an update of the following information to the extent available with respect to the Assessment Area only:
The number of lots planned.
Lot Ownership Information
The number of lots owned by the Developer.
The number of lots owned by the Builder.
The number of lots owned by homebuyers.
Lot Status Information
The number of lots developed.
The number of lots platted.
Home Sales Status Information
The number of homes sold (but not closed) with homebuyers, during

quarter. quarter. (cumulative).

The number of homes sold (and closed) with homebuyers, during
The total number of homes sold and closed with homebuyers Material Changes/Transfers
Material changes to any of the following: (1) builder contracts, if

applicable, (2) the number of lots planned to be developed, (3) permits/approvals, and (4) existing mortgage debt of the Obligated Person or the incurrence of new mortgage debt by the Obligated Person since the date hereof.
Any sale, assignment or transfer of ownership of lands by the Obligated Person to a third party which will in turn become an Obligated Person hereunder.
If an Obligated Person sells, assigns or otherwise transfers ownership of real property in the Assessment Area (a "Transferor Obligated Person") to a third party (a "Transferee"), which will in turn be an Obligated Person for purposes of this Disclosure Agreement as a result thereof (a "Transfer"), the Transferor Obligated Person hereby agrees to use its best efforts to contractually obligate such Transferee to agree to comply with the disclosure obligations of an Obligated Person hereunder for so long as such Transferee is an Obligated Person hereunder,

to the same extent as if such Transferee were a party to this Disclosure Agreement (an "Assignment"). The Transferor Obligated Person shall notify the District and the Dissemination Agent in writing of any Transfer within five (5) Business Days of the occurrence thereof. Nothing herein shall be construed to relieve the Developer from its obligations hereunder except to the extent a written Assignment from a Transferee is obtained and delivered to the Dissemination Agent and then only to the extent of such Assignment.
Reporting of Listed Events.
This Section 6 shall govern the giving of notices of the occurrence of any of the following Listed Events:
Principal and interest payment delinquencies;
Non-payment related defaults, if material;
Unscheduled draws on the Series 2024 Reserve Account reflecting

financial difficulties; difficulties; perform;*

Unscheduled draws on credit enhancements reflecting financial

Substitution of credit or liquidity providers, or their failure to

Adverse tax opinions, the issuance by the Internal Revenue Service

of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;
Modifications to rights of Bond holders, if material;
Bond calls, if material, and tender offers;
Defeasances;
Release, substitution, or sale of property securing repayment of the

Bonds, if material;

Rating changes;*
Bankruptcy, insolvency, receivership or similar event of the Issuer

or any Obligated Person (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer or any Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of

Not applicable to the Bonds at their date of issuance.

the assets or business of the Issuer or any Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer or any Obligated Person);
Consummation of a merger, consolidation, or acquisition involving the Issuer or any Obligated Person or the sale of all or substantially all of the assets of the Issuer or any Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
Appointment of a successor or additional Trustee or the change of name of the Trustee, if material;
Incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material;
Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties;
Failure to provide (A) any Annual Report or Audited Financial Statements as required under this Disclosure Agreement that contains, in all material respects, the information required to be included therein under Section 4(a) of this Disclosure Agreement, or
(B) any Quarterly Report that contains, in all material respects, the information required to be included therein under Section 5(b) of this Disclosure Agreement, which failure shall, in all cases, be deemed material under federal securities laws; and
Any amendment to the accounting principles to be followed in preparing financial statements as required pursuant to Section 4(a)(ix) hereof.
The Issuer shall give, or cause to be given, notice of the occurrence of any of the above subsection (a) Listed Events to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice of the occurrence of such Listed Event in a timely manner not in excess of ten (10) Business Days after its occurrence, with the exception of the Listed Events described in Section 6(a)(xvii) and (xviii), which notice will be given in a timely manner. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d) below. Such notice by the Issuer to the Dissemination Agent shall identify the Listed Event that has occurred, include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Dissemination Agent to disseminate the information (provided that such date is in compliance within the filing dates provided within this Section 6(b)).

Notwithstanding anything contained in Section 6(b) above, each Obligated Person other than the Issuer shall notify the Issuer and the Dissemination Agent of the occurrence of a Listed Event described in subsections (a)(x), (xii), (xiii), (xv), (xvi), or (xvii) that has occurred with respect to such Obligated Person in compliance with the notification and filing requirements provided in Section 6(b).
If the Dissemination Agent has been instructed by the Issuer to report the occurrence of a Listed Event, the Dissemination Agent shall immediately file a notice of such occurrence with each Repository.
Termination of Disclosure Agreement. This Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds.
Dissemination Agent. Upon termination of the Dissemination Agent's services as Dissemination Agent, whether by notice of the Issuer or the Dissemination Agent, the Issuer agrees to appoint a successor Dissemination Agent or, alternatively, agrees to assume all responsibilities of Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. If at any time there is not any other designated Dissemination Agent, the District shall be deemed to be the Dissemination Agent. The initial Dissemination Agent shall be Special District Services, Inc.. The acceptance of such designation is evidenced by the execution of this Disclosure Agreement by a duly authorized signatory of Special District Services, Inc.. Special District Services, Inc., may terminate its role as Dissemination Agent at any time upon delivery of sixty
(60) days prior written notice to the District and each Obligated Person. The District may terminate the agreement hereunder with the Dissemination Agent at any time upon delivery of sixty (60) days prior written notice to the Dissemination Agent and each Obligated Person.
Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, acceptable to the Issuer, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule.
Notwithstanding the above provisions of this Section 9, no amendment to the provisions of Section 5(b) hereof may be made without the consent of each Obligated Person, if any.
Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Default. In the event of a failure of the Issuer, the Disclosure Representative, any Obligated Person or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Beneficial Owners of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and receipt of indemnity satisfactory to the Trustee, shall), or any beneficial owner of a Bond may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer, the Disclosure Representative, any Obligated Person or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement by any Obligated Person shall not be deemed a default by the Issuer hereunder and no default hereunder shall be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer, the Disclosure Representative, any Obligated Person, or a Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.
Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement between the District, the Developer and such Dissemination Agent. The Dissemination Agent shall have no obligation to notify any other party hereto of an event that may constitute a Listed Event. The District, each Obligated Person and the Disclosure Representative covenant that they will supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The District, each Obligated Person and the Disclosure Representative acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, Obligated Person(s), the Disclosure Representative and others. The Dissemination Agent's duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the District, any Obligated Person or the Disclosure Representative as thereafter disseminated by the Dissemination Agent. Any filings under this Disclosure Agreement made to the MSRB through EMMA shall be in an EMMA Compliant Format.
Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Developer, the Dissemination Agent, the Trustee, the Participating Underwriter and the Owners of the Bonds (the Dissemination Agent, the Trustee, Participating Underwriter and Owners of the Bonds being hereby deemed express third party beneficiaries of this Disclosure Agreement), and shall create no rights in any other person or entity.
Tax Roll and Budget. Upon the request of the Dissemination Agent, the Trustee or any Bondholder, the Issuer, through its District Manager, if applicable, agrees to provide such party with a certified copy of its most recent tax roll provided to the Miami-Dade County Tax Collector and the Issuer's most recent adopted budget.
Governing Law. The laws of the State of Florida and Federal law shall govern this Disclosure Agreement and venue shall be any state or federal court having jurisdiction in Miami- Dade County, Florida.

Counterparts. This Disclosure Agreement may be executed in several counterparts and each of which shall be considered an original and all of which shall constitute but one and the same instrument. A scanned copy of the signatures delivered in a PDF format may be relied upon as if the original had been received.
Trustee Cooperation. The Issuer represents that the Dissemination Agent is a bona fide agent of the Issuer and the Issuer instructs the Trustee to deliver to the Dissemination Agent at the expense of the Issuer, any information or reports readily available to and in the possession of the Trustee that the Dissemination Agent requests in writing.
Binding Effect. This Disclosure Agreement shall be binding upon each party to this Disclosure Agreement and upon each successor and assignee of each party to this Disclosure Agreement and shall inure to the benefit of, and be enforceable by, each party to this Disclosure Agreement and each successor and assignee of each party to this Disclosure Agreement. Notwithstanding the foregoing, as to the Developer or any assignee or successor thereto that becomes an Obligated Person pursuant to the terms of this Disclosure Agreement, only successors or assignees to such parties who are, by definition, Obligated Persons, shall be bound or benefited by this Disclosure Agreement.
[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Disclosure Agreement as of the date and year set forth above.

[SEAL]

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT, AS ISSUER AND OBLIGATED PERSON

ATTEST:
By:		
	, Secretary

By:		 Michael Caputo, Chairperson
Board of Supervisors

CRE-KL ANTILLIA OWNER, LLC, AS OBLIGATED PERSON

By: 	 Name: 	 Title: 		

SPECIAL DISTRICT SERVICES, INC., and its
successors and assigns, AS DISSEMINATION AGENT

By: 	 Name: 	 Title: 		
CONSENTED TO AND AGREED TO BY: DISTRICT MANAGER
[DISTRICT MANAGER NAME], AS DISTRICT MANAGER
By: 	 Name: 	 Title: 	

Acknowledged and agreed to for purposes of Sections 11, 13 and 17 only:
REGIONS BANK, AS TRUSTEE
By: 	 Name: 	 Title: 	

EXHIBIT A

FORM OF NOTICE TO REPOSITORIES OF FAILURE TO FILE [ANNUAL REPORT]
[AUDITED FINANCIAL STATEMENTS][QUARTERLY REPORT]

Name of Issuer:	Antillia Community Development District
Name of Bond Issue:	$	 original  aggregate  principal  amount  of  Special
Assessment Bonds, Series 2024 (2024 Project)

Obligated Person(s):	Antillia Community Development District;
	.

Original Date of Issuance:	[	 ], 2024 CUSIP Numbers:		
NOTICE IS HEREBY GIVEN that the [Issuer][Obligated Person] has not provided an [Annual Report] [Audited Financial Statements] [Quarterly Report] with respect to the above- named Bonds as required by [Section 3] [Section 5] of the Continuing Disclosure Agreement dated [	], 2024, by and between the Issuer, the Developer and the Dissemination Agent named therein. The [Issuer][Obligated Person] has advised the undersigned that it anticipates that the [Annual  Report]  [Audited  Financial  Statements]  [Quarterly  Report]  will  be  filed  by
	, 20   .
Dated: 	
	, as Dissemination Agent
By: 	 Name: 	 Title: 	

cc:	Issuer Trustee

SCHEDULE A

FORM OF DISTRICT'S ANNUAL REPORT (Due 3/31)
Fund Balances

Combined Trust Estate Assets	Quarter Ended – 12/31	
Acquisition and Construction Fund		
Revenue Fund		
Reserve Fund		
Prepayment Fund		
Other		
Total Bonds Outstanding		
TOTAL		

Assessment Certification and Collection Information

For the Current District Fiscal Year ‒ Manner in which Assessments are collected (On Roll vs. Off Roll)

	$ Certified	
On Roll	$		
Off Roll	$		
TOTAL	$		

Attach to Report the following:

On Roll ‒ Copy of certified assessment roll for the District's current Fiscal Year

Off Roll ‒ List of folios for all off roll Assessments, together with annual Assessment assigned to each folio
For the immediately ended Bond Year, provide the levy and collection information

Total Levy	$ Levied	$ Collected	
On Roll	$		$		
Off Roll	$		$		
TOTAL			

If available, the amount of delinquencies in the Assessment Area greater than one hundred fifty
(150) days, and, in the event that delinquencies amount to more than ten percent (10%) of the amount of the Assessments due in any year, a list of delinquent property owners
If available, the amount of tax certificates sold for lands within the Assessment Area, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year

The amount of principal and interest to be paid on the Bonds in the current Fiscal Year

FIRST SUPPLEMENTAL TRUST INDENTURE

BETWEEN

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT AND
REGIONS BANK,
as Trustee

Dated as of 	1, 2024

Authorizing and Securing
$	
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024
(2024 PROJECT)

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS	3
ARTICLE II THE SERIES 2024 BONDS	8
SECTION 2.01.	Amounts and Terms of Series 2024 Bonds; Issue of Series 2024
Bonds	8
SECTION 2.02.	Execution	8
SECTION 2.03.	Authentication	8
SECTION 2.04.	Purpose, Designation and Denominations of, and Interest
Accruals on, the Series 2024 Bonds	8
SECTION 2.05.	Details of the Series 2024 Bonds	9
SECTION 2.06.	Disposition of Series 2024 Bond Proceeds	10
SECTION 2.07.	Book-Entry Form of Series 2024 Bonds	10
SECTION 2.08.	Appointment of Registrar and Paying Agent	11
SECTION 2.09.	Conditions Precedent to Issuance of the Series 2024 Bonds	11
ARTICLE III REDEMPTION OF SERIES 2024 BONDS	13
SECTION 3.01.	Redemption Dates and Prices	13
SECTION 3.02.	Notice of Redemption	15
ARTICLE IV ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SPECIAL ASSESSMENT LIENS	16
SECTION 4.01.	Establishment of Certain Funds and Accounts	16
SECTION 4.02.	Series 2024 Revenue Account	19
SECTION 4.03.	Power to Issue Series 2024 Bonds and Create Lien	20
SECTION 4.04.	2024 Project to Conform to Consulting Engineers Report	21
SECTION 4.05.	Prepayments; Removal of the Series 2024 Special Assessment Liens	21
ARTICLE V COVENANTS AND DESIGNATIONS OF THE ISSUER	23
SECTION 5.01.	Collection of Series 2024 Special Assessments	23
SECTION 5.02.	Continuing Disclosure	23
SECTION 5.03.	Investment of Funds and Accounts	23
SECTION 5.04.	Additional Obligations	23
SECTION 5.05.	Acknowledgement Regarding Series 2024 Acquisition and
Construction Account Moneys Following an Event of Default	24
ARTICLE VI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR	25
SECTION 6.01.	Acceptance of Trust	25
SECTION 6.02.	Trustee’s Duties	25
SECTION 6.03.	Brokerage Confirmations	25
ARTICLE VII MISCELLANEOUS PROVISIONS	26
SECTION 7.01.	Interpretation of First Supplemental Indenture	26

SECTION 7.02.	Amendments	26
SECTION 7.03.	Counterparts	26
SECTION 7.04.	Appendices and Exhibits	26
SECTION 7.05.	Payment Dates	26
SECTION 7.06.	No Rights Conferred on Others	26
SECTION 7.07.	Patriot Act Requirements of the Trustee	26
SECTION 7.08.	Counterparts and Electronically Signed and/or Transmitted Signatures	26
EXHIBIT A	DESCRIPTION OF THE 2024 PROJECT EXHIBIT B	FORM OF SERIES 2024 BOND EXHIBIT C	FORMS OF REQUISITIONS
EXHIBIT D	FORM OF INVESTOR LETTER

THIS FIRST SUPPLEMENTAL TRUST INDENTURE (the “First Supplemental Indenture”), dated as of 	 1, 2024 between the ANTILLIA COMMUNITY DEVELOPMENT DISTRICT (together with its successors and assigns, the “Issuer”), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and REGIONS BANK, an Alabama banking corporation authorized to transact business in the State of Florida and having a corporate trust office in Jacksonville, Florida, as trustee (said banking corporation and any bank or trust company becoming successor trustee under this First Supplemental Indenture being hereinafter referred to as the “Trustee”);
W I T N E S S E T H:
WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), by Ordinance No. 22-103 enacted by the Board of County Commissioners of Miami-Dade, Florida (the “County”), on September 1, 2022, effective on September 11, 2022; and
WHEREAS, the premises governed by the Issuer, as described more fully in the Ordinance, consisting of approximately 44.202 acres of land (herein, the “District Lands” or “District”), are located entirely within the unincorporated area of the County; and
WHEREAS, the Issuer has been created for the purpose of delivering certain community development services and facilities for the benefit of the District Lands; and
WHEREAS, the Issuer has determined to undertake, in one or more phases, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of the assessable District Lands; and
WHEREAS, the Issuer has previously adopted Resolution No. 2022-11 on October 21, 2022, authorizing the issuance of not to exceed $22,000,000 in aggregate principal amount of its special assessment bonds (the “Bonds”) to finance all or a portion of the design, acquisition and construction costs of certain improvements pursuant to the Act for the special benefit of the District Lands or portions thereof and approving the form of and authorizing the execution and delivery of a master trust indenture and supplemental indenture; and
WHEREAS, pursuant to that certain Master Trust Indenture dated as of 		1, 2024 (the “Master Indenture”) and this First Supplemental Indenture dated as of 	 1, 2024, both by and between the Issuer and the Trustee, the Issuer proposes to issue its herein defined Series 2024 Bonds; and
WHEREAS, to the extent not constructed by the Issuer, CRE-KL Antillia Owner LLC, a Delaware limited liability company (the “Developer”) is the master developer of a residential community located within the District and shall construct all of the public infrastructure necessary to serve such residential community referred to as “Antillia” (herein, the “Development”); and
WHEREAS, the public infrastructure as described on Exhibit A necessary for the development of the Development is herein referred to as the “2024 Project,” which will be financed with a portion of the Series 2024 Bonds (as defined below); and

WHEREAS, the Issuer has determined to issue a Series of Bonds, designated as the Antillia Community Development District Special Assessment Bonds, Series 2024 (2024 Project) (the “Series 2024 Bonds”), pursuant to the Master Indenture and this First Supplemental Indenture (hereinafter sometimes collectively referred to as the “Indenture”); and
WHEREAS, in the manner provided herein, the proceeds of the Series 2024 Bonds will be used to provide funds for (i) the Costs of acquiring and/or constructing a portion of the 2024 Project, (ii) the funding of the Series 2024 Reserve Account, and (iii) the payment of the costs of issuance of the Series 2024 Bonds; and
WHEREAS, the Series 2024 Bonds will be secured by a pledge of Series 2024 Pledged Revenues (as hereinafter defined) to the extent provided herein.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH,
that to provide for the issuance of the Series 2024 Bonds, the security and payment of the principal or redemption price thereof (as the case may be) and interest thereon, the rights of the Bondholders and the performance and observance of all of the covenants contained herein and in said Series 2024 Bonds, and for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Series 2024 Bonds by the Owners thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer does hereby assign, transfer, set over and pledge to Regions Bank, as Trustee, its successors in trust and its assigns forever, and grants a lien on all of the right, title and interest of the Issuer in and to the Series 2024 Pledged Revenues as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series 2024 Bonds issued hereunder, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:
TO HAVE AND TO HOLD the same and any other revenues, property, contracts or contract rights, accounts receivable, chattel paper, instruments, general intangibles or other rights and the proceeds thereof, which may, by delivery, assignment or otherwise, be subject to the lien created by the Indenture with respect to the Series 2024 Bonds.
IN TRUST NEVERTHELESS, for the equal and ratable benefit and security of all present and future Owners of the Series 2024 Bonds issued and to be issued under this First Supplemental Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise specifically provided in this First Supplemental Indenture) of any one Series 2024 Bond over any other Series 2024 Bond, all as provided in the Indenture.
PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal or redemption price of the Series 2024 Bonds issued, secured and Outstanding hereunder and the interest due or to become due thereon, at the times and in the manner mentioned in such Series 2024 Bonds and the Indenture, according to the true intent and meaning thereof and hereof, and the Issuer shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this First Supplemental Indenture and the rights hereby

granted shall cease and terminate, otherwise this First Supplemental Indenture to be and remain in full force and effect.
ARTICLE I DEFINITIONS
In this First Supplemental Indenture capitalized terms used without definition shall have the meanings ascribed thereto in the Master Indenture and, in addition to certain terms defined in the recitals above, the following terms shall have the meanings specified below, unless otherwise expressly provided or unless the context otherwise requires:
“Acquisition Agreement” shall mean that certain Acquisition Agreement relating to the acquisition of the 2024 Project, by and between the Developer and the Issuer.
“Arbitrage Certificate” shall mean that certain Arbitrage Certificate, including arbitrage rebate covenants, of the Issuer, dated the date of delivery of the Series 2024 Bonds, relating to certain restrictions on arbitrage under the Code with respect to the Bonds.
“Assessment Resolutions” shall mean Resolution No. 2024- , Resolution No. 2024- , and Resolution 2024-  of the Issuer adopted on April 23, 2024, April 23, 2024, and 	, 2024, respectively, as amended and supplemented from time to time.
“Authorized Denomination” shall mean, with respect to the Series 2024 Bonds, on the date of issuance, in the denominations of $5,000 and any integral multiple thereof provided, however, if any initial beneficial owner does not purchase at least $100,000 of the Series 2024 Bonds at the time of initial delivery of the Series 2024 Bonds, such beneficial owner must either execute and deliver to the Underwriter on the date of delivery of the Series 2024 Bonds the investor letter substantially in the form attached hereto as Exhibit D or otherwise establish to the satisfaction of the Underwriter that such Beneficial Owner is an “accredited investor,” as described in Rule 501(a) under Regulation D of the Securities Act of 1933, as amended.
“Bonds” shall mean the Issuer’s Special Assessments Bonds issued pursuant to the Master Indenture.
“Consulting Engineer” shall mean HSG Group, LLC and its successors and assigns.
“Continuing Disclosure Agreement” shall mean the Continuing Disclosure Agreement for the benefit of the owners of the Series 2024 Bonds, dated the date of delivery of the Series 2024 Bonds, by and among the Issuer, the dissemination agent named therein, the Developer and joined by the parties named therein, in connection with the issuance of the Series 2024 Bonds.
“District Manager” shall mean Special District Services, Inc., and its successors and assigns.
“Indenture” shall mean collectively, the Master Indenture and this First Supplemental Indenture.

“Interest Payment Date” shall mean May 1 and November 1 of each year, commencing November 1, 2024 and any date principal on the Series 2024 Bonds is paid including any Quarterly Redemption Date.
“Majority Holders” means the beneficial owners of more than fifty percent (50%) of the Outstanding principal amount of the Series 2024 Bonds.
“Master Indenture” shall mean the Master Trust Indenture, dated as of 	1, 2024, by and between the Issuer and the Trustee, as supplemented and amended with respect to matters pertaining solely to the Master Indenture or the Series 2024 Bonds (as opposed to supplements or amendments relating to any Series of Bonds other than the Series 2024 Bonds as specifically defined in this First Supplemental Indenture).
“Paying Agent” shall mean Regions Bank, and its successors and assigns as Paying Agent hereunder.
“Prepayment” shall mean the payment by any owner of property within the District of the amount of the Series 2024 Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date, including optional prepayments. The term “Prepayment” also means any proceeds received as a result of accelerating and/or foreclosing the Series 2024 Special Assessments or as a result of a true-up payment. “Prepayments” shall include, without limitation, Series 2024 Prepayment Principal.
“Quarterly Redemption Date” shall mean each February 1, May 1, August 1, and November 1 of any year.
“Redemption Price” shall mean the principal amount of any Series 2024 Bond payable upon redemption thereof pursuant to this First Supplemental Indenture.
“Registrar” shall mean Regions Bank and its successors and assigns as Registrar hereunder. “Regular Record Date” shall mean the fifteenth (15th) day (whether or not a Business Day)
of the calendar month next preceding an Interest Payment Date.
“Release Conditions #1” shall mean collectively (i) all lots subject to the Series 2024 Special Assessments have been developed, platted and conveyed to homebuilders, as certified by the District Manager in writing and upon which the Trustee may conclusively rely, and (ii) there shall be no Events of Default under the Master Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.
“Release Conditions #2” shall mean collectively (i) satisfaction of Release Conditions #1,
(ii) all homes subject to the Series 2024 Special Assessments have been built and each have received a certificate of occupancy, (iii) all of the principal portion of the Series 2024 Special Assessments has been assigned to such homes, and (iv) there shall be no Events of Default under the Master Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.

“Resolution” shall mean, collectively, (i) Resolution No. 2022-11 of the Issuer adopted on October 21, 2022, pursuant to which the Issuer authorized the issuance of not exceeding
$22,000,000 aggregate principal amount of its Bonds to finance the construction or acquisition of public infrastructure within the District, and (ii) Resolution No. 2024-03 of the Issuer adopted on April 23, 2024, pursuant to which the Issuer authorized, among other things, the issuance of the Series 2024 Bonds in an aggregate principal amount of $22,000,000 to finance a portion of the acquisition of the 2024 Project, specifying the details of the Series 2024 Bonds and awarding the Series 2024 Bonds to the purchaser of the Series 2024 Bonds subject to the parameters set forth therein.
“Series 2024 Acquisition and Construction Account” shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this First Supplemental Indenture.
“Series 2024 Bond Redemption Account” shall mean the Series 2024 Bond Redemption Account established as a separate Account within the Bond Redemption Fund pursuant to Section 4.01(f) of this First Supplemental Indenture.
“Series 2024 Bonds” shall mean the $	aggregate principal amount of Antillia Community Development District Special Assessment Bonds, Series 2024 (2024 Project), to be issued as fully registered Bonds in accordance with the provisions of the Master Indenture and this First Supplemental Indenture, and secured and authorized by the Master Indenture and this First Supplemental Indenture.
“Series 2024 Costs of Issuance Account” shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this First Supplemental Indenture.
“Series 2024 General Redemption Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2024 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Indenture.
“Series 2024 Interest Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(d) of this First Supplemental Indenture.
“Series 2024 Optional Redemption Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2024 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Indenture.
“Series 2024 Pledged Revenues” shall mean with respect to the Series 2024 Bonds (a) all revenues received by the Issuer from the Series 2024 Special Assessments levied and collected on the assessable lands within the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2024 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2024 Special Assessments, and (b) all moneys on deposit in the Funds, Accounts and subaccounts established under the Indenture created and established with respect to or for the benefit of the Series 2024 Bonds; provided, however, that Series 2024 Pledged Revenues shall not include (A) any moneys

transferred to the Series 2024 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2024 Costs of Issuance Account of the Acquisition and Construction Fund, and (C) special assessments levied and collected by the Issuer under Section 190.022 of the Act for maintenance purposes or “maintenance assessments” levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso).
“Series 2024 Prepayment Principal” shall mean the portion of a Prepayment corresponding to the principal amount of Series 2024 Special Assessments being prepaid pursuant to Section 4.05 of this First Supplemental Indenture or as a result of an acceleration of the Series 2024 Special Assessments pursuant to Section 170.10, Florida Statutes, if such Series 2024 Special Assessments are being collected through a direct billing method.
“Series 2024 Prepayment Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2024 Bond Redemption Account pursuant to Section 4.01(f) of this First Supplemental Indenture.
“Series 2024 Principal Account” shall mean the account so designated, established as a separate account within the Debt Service Fund pursuant to Section 4.01(c) of this First Supplemental Indenture.
“Series 2024 Rebate Fund” shall mean the Fund so designated, established pursuant to Section 4.01(j) of this First Supplemental Indenture.
“Series 2024 Reserve Account” shall mean the Series 2024 Reserve Account established as a separate Account within the Debt Service Reserve Fund pursuant to Section 4.01(f) of this First Supplemental Indenture.
“Series 2024 Reserve Requirement” or “Reserve Requirement” shall mean an amount initially equal to the maximum annual debt service with respect to the initial principal amount of the Series 2024 Bonds determined on the date of issue. Upon satisfaction of the Release Conditions #1, the Series 2024 Reserve Requirement shall be reduced to an amount equal to fifty percent (50%) of the maximum annual debt service with respect to the then Outstanding principal amount of the Series 2024 Bonds. Upon satisfaction of the Release Conditions #2, the Series 2024 Reserve Requirement shall be reduced to an amount equal to ten percent (10%) of the maximum annual debt service with respect to the then Outstanding principal amount of the Series 2024 Bonds. If a portion of the Series 2024 Bonds are redeemed pursuant to Section 3.01(b)(i) or Section 3.01(b)(iii), the Reserve Requirement shall be reduced to the maximum annual debt service of the Series 2024 Bonds after taking into account such extraordinary mandatory redemption (prior to satisfaction of the Release Conditions #1 or Release Conditions #2) or fifty percent (50%) after satisfaction of the Release Conditions #1 or ten percent (10%) after satisfaction of the Release Conditions #2 of the maximum annual debt service of the Series 2024 Bonds after taking into account such extraordinary mandatory redemption. Any amount in the Series 2024 Reserve Account may, upon final maturity or redemption of all Outstanding Series 2024 Bonds be used to pay principal of and interest on the Series 2024 Bonds at that time. The initial Series 2024 Reserve Requirement shall be equal to $	.

“Series 2024 Revenue Account” shall mean the Account so designated, established as a separate Account within the Revenue Fund pursuant to Section 4.01(b) of this First Supplemental Indenture.
“Series 2024 Sinking Fund Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(e) of this First Supplemental Indenture.
“Series 2024 Special Assessments” shall mean the Special Assessments levied on the assessable lands within the District as a result of the Issuer’s acquisition and/or construction of the 2024 Project, corresponding in amount to the debt service on the Series 2024 Bonds and designated as such in the methodology report relating thereto.
“Substantially Absorbed” means the date at least 90% of the principal portion of the Series 2024 Special Assessments have been assigned to residential units within the District that have received certificates of occupancy.
“2024 Project” shall mean all of the public infrastructure deemed necessary for the development of 563 townhomes within the District generally described on Exhibit A attached hereto.
“Underwriter” shall mean FMSbonds, Inc., the underwriter of the Series 2024 Bonds.
The words “hereof,” “herein,” “hereto,” “hereby,” and “hereunder” (except in the form of Series 2024 Bonds), refer to the entire Indenture.
Every “request,” “requisition,” “order,” “demand,” “application,” “notice,” “statement,” “certificate,” “consent,” or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by the Chairperson or Vice Chairperson and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or Responsible Officer of the Issuer.
All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.
[END OF ARTICLE I]

ARTICLE II
THE SERIES 2024 BONDS
SECTION 2.01.  Amounts and Terms of Series 2024 Bonds; Issue of Series 2024 Bonds. No Series 2024 Bonds may be issued under this First Supplemental Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture.
The total principal amount of Series 2024 Bonds that may be issued under this First Supplemental Indenture is expressly limited to $	. The Series 2024 Bonds shall be numbered consecutively from R-1 and upwards.
Any and all Series 2024 Bonds shall be issued substantially in the form attached hereto as Exhibit B, with such appropriate variations, omissions and insertions as are permitted or required by the Indenture and with such additional changes as may be necessary or appropriate to conform to the provisions of the Resolution. The Issuer shall issue the Series 2024 Bonds upon execution of this First Supplemental Indenture and satisfaction of the requirements of Section 3.01 of the Master Indenture; and the Trustee shall, at the Issuer’s request, authenticate such Series 2024 Bonds and deliver them as specified in the request.
SECTION 2.02.   Execution. The Series 2024 Bonds shall be executed by the Issuer as set forth in the Master Indenture.
SECTION 2.03.  Authentication. The Series 2024 Bonds shall be authenticated as set forth in the Master Indenture. No Series 2024 Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture.
SECTION 2.04.  Purpose, Designation and Denominations of, and Interest Accruals on, the Series 2024 Bonds.
The Series 2024 Bonds are being issued hereunder in order to provide funds
(i) for the payment of the Costs of acquiring and/or constructing a portion of the 2024 Project, (ii) to fund the Series 2024 Reserve Account in an amount equal to the initial Series 2024 Reserve Requirement; and (iii) to pay the costs of issuance of the Series 2024 Bonds. The Series 2024 Bonds shall be designated “Antillia Community Development District Special Assessment Bonds, Series 2024 (2024 Project),” and shall be issued as fully registered bonds without coupons in Authorized Denominations.
The Series 2024 Bonds shall be dated as of the date of initial delivery. Regularly scheduled interest on the Series 2024 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption. Interest on the Series 2024 Bonds shall be payable from the most recent Interest Payment Date next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a May 1 or November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to November 1, 2024, in which case from the date of initial delivery or unless the date of authentication thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date.

Except as otherwise provided in Section 2.07 of this First Supplemental Indenture in connection with a book entry only system of registration of the Series 2024 Bonds, the principal or Redemption Price of the Series 2024 Bonds shall be payable in lawful money of the United States of America at the designated corporate trust office of the Paying Agent upon presentation of such Series 2024 Bonds. Except as otherwise provided in Section 2.07 of this First Supplemental Indenture in connection with a book entry only system of registration of the Series 2024 Bonds, the payment of interest on the Series 2024 Bonds shall be made on each Interest Payment Date to the Owners of the Series 2024 Bonds by check or draft drawn on the Paying Agent and mailed on the applicable Interest Payment Date to each Owner as such Owner appears on the Bond Register maintained by the Registrar as of the close of business on the Regular Record Date, at his address as it appears on the Bond Register. Any interest on any Series 2024 Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter called “Defaulted Interest”) shall be paid to the Owner in whose name the Series 2024 Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage-prepaid, to each Owner of record as of the fifth (5th) day prior to such mailing, at his address as it appears in the Bond Register not less than ten (10) days prior to such Special Record Date. The foregoing notwithstanding, any Owner of Series 2024 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Paying Agent, upon requesting the same in a writing received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in a writing delivered by the Owner to the Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date.
SECTION 2.05.	Details of the Series 2024 Bonds.
The Series 2024 Bonds will mature on May 1 in the years and in the principal amounts, and bear interest at the rates all set forth below, subject to the right of prior redemption in accordance with their terms.

Year	Amount	Interest Rate	
*			
*			
*			

*Term Bonds

Interest on the Series 2024 Bonds will be computed in all cases on the basis of a 360 day year of twelve 30 day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by the Series 2024 Bonds on the day before the default occurred.

SECTION 2.06.   Disposition of Series 2024 Bond Proceeds. From the net proceeds of the Series 2024 Bonds received by the Trustee in the amount of $	.
$	 derived from the net proceeds of the Series 2024 Bonds (which is an amount equal to the initial Series 2024 Reserve Requirement) shall be deposited in the Series 2024 Reserve Account of the Debt Service Reserve Fund;
$	derived from the net proceeds of the Series 2024 Bonds shall be deposited into the Series 2024 Costs of Issuance Account of the Acquisition and Construction Fund for payment of the costs of issuing the Series 2024 Bonds; and
$	representing the balance of the net proceeds of the Series 2024 Bonds shall be deposited in the Series 2024 Acquisition and Construction Account of the Acquisition and Construction Fund which the Issuer shall cause to be applied in accordance with Article V of the Master Indenture and the terms of the Acquisition Agreement.
SECTION 2.07.  Book-Entry Form of Series 2024 Bonds. The Series 2024 Bonds shall be issued as one fully registered bond for each maturity of Series 2024 Bonds and deposited with The Depository Trust Company (“DTC”), New York, New York, which is responsible for establishing and maintaining records of ownership for its participants.
As long as the Series 2024 Bonds are held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes hereof and in the Master Indenture. DTC shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants (“DTC Participants”) and other institutions that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Series 2024 Bonds (“Beneficial Owners”).
Principal and interest on the Series 2024 Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee or the Issuer.
Individuals may purchase beneficial interests in Authorized Denominations in book-entry- only form, without certificated Series 2024 Bonds, through DTC Participants and Indirect Participants.
During the period for which Cede & Co. is registered owner of the Series 2024 Bonds, any notices to be provided to any Beneficial Owner will be provided to Cede & Co. DTC shall be responsible for notices to DTC Participants and DTC Participants shall be responsible for notices to Indirect Participants, and DTC Participants and Indirect Participants shall be responsible for notices to Beneficial Owners.

The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the Issuer in accordance with the procedures of DTC. In the event of such termination, the Issuer shall select another securities depository and in that event, all references herein to DTC or Cede & Co., shall be deemed to be for reference to such successor. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Series 2024 Bonds in the form of fully registered Series 2024 Bonds in accordance with the instructions from Cede & Co.
In the event DTC, any successor of DTC or the Issuer, but only in accordance with the procedures of DTC, elects to discontinue the book-entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Series 2024 Bonds may be exchanged for an equal aggregate principal amount of Series 2024 Bonds in other Authorized Denominations upon surrender thereof at the designated corporate trust office of the Trustee.
SECTION 2.08.   Appointment of Registrar and Paying Agent. The Issuer shall keep, at the designated corporate trust office of the Registrar, books (the “Bond Register”) for the registration, transfer and exchange of the Series 2024 Bonds, and hereby appoints Regions Bank, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. Regions Bank hereby accepts its appointment as Registrar and its duties and responsibilities as Registrar hereunder. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges.
The Issuer hereby appoints Regions Bank as Paying Agent for the Series 2024 Bonds. Regions Bank hereby accepts its appointment as Paying Agent and its duties and responsibilities as Paying Agent hereunder.
SECTION 2.09.  Conditions Precedent to Issuance of the Series 2024 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2024 Bonds, all the Series 2024 Bonds shall be executed by the Issuer for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the further receipt by the Trustee of:
Certified copies of the Assessment Resolutions;
Executed originals of the Master Indenture and this First Supplemental
Indenture;
An opinion of Counsel to the District, also addressed to the Trustee (to the
extent provided therein), substantially to the effect that (i) the Issuer has been duly established and validly exists as a community development district under the Act, (ii) the Issuer has good right and lawful authority under the Act to construct and/or purchase the 2024 Project being financed with the proceeds of the Series 2024 Bonds, subject to obtaining such licenses, orders or other authorizations as are, at the date of such opinion, required to be obtained from any agency or regulatory body having lawful jurisdiction in order to own and operate the 2024 Project, (iii) all proceedings undertaken by the Issuer with respect to the Series 2024 Special Assessments have

been in accordance with Florida law, (iv) the Issuer has taken all action necessary to levy and impose the Series 2024 Special Assessments, and (v) the Series 2024 Special Assessments are legal, valid and binding liens upon the property against which such Series 2024 Special Assessments are made, coequal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid; and
A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2024 Bonds, the Issuer will not be in default in the performance of the terms and provisions of the Master Indenture or this First Supplemental Indenture.
Receipt by the Trustee of the net proceeds from the initial sale of the Series 2024 Bonds shall constitute conclusive evidence of the fulfillment of the conditions precedent for the issuance of the Series 2024 Bonds set forth in this Section 2.09 satisfactory to the Issuer and the Underwriter.

[END OF ARTICLE II]

ARTICLE III REDEMPTION OF SERIES 2024 BONDS
SECTION 3.01.  Redemption Dates and Prices. The Series 2024 Bonds shall be subject to redemption at the times and in the manner provided in Article VIII of the Master Indenture and in this Article III. All payments of the Redemption Price of the Series 2024 Bonds shall be made on the dates hereinafter required. Except as otherwise provided in this Section 3.01, if less than all the Series 2024 Bonds are to be redeemed pursuant to an extraordinary mandatory redemption, the Trustee shall select the Series 2024 Bonds or portions of the Series 2024 Bonds to be redeemed pursuant to Section 8.04 of the Master Indenture. Partial redemptions of Series 2024 Bonds shall be made in such a manner that the remaining Series 2024 Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Series 2024 Bond.
The Series 2024 Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the Redemption Price of the Series 2024 Bonds shall be made on the dates specified below.
Optional Redemption. The Series 2024 Bonds may, at the option of the Issuer, provided written notice hereof has been sent to the Trustee at least forty-five (45) days prior to the redemption date (unless the Trustee will accept less than forty-five (45) days’ notice), be called for redemption prior to maturity as a whole or in part, at any time, on or after May 1, 20   (less than all Series 2024 Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of Series 2024 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date from moneys on deposit in the Series 2024 Optional Redemption Subaccount of the Series 2024 Bond Redemption Account. If such optional redemption shall be in part, the Issuer shall select such principal amount of Series 2024 Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Series 2024 Bonds is substantially level.
Extraordinary Mandatory Redemption in Whole or in Part. The Series 2024 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (other than in the case of clause (i) below which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2024 Bonds to be redeemed, plus interest accrued to the redemption date, as follows:
from Series 2024 Prepayment Principal deposited into the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account (taking into account the credit from the Series 2024 Reserve Account pursuant to Section 4.05 hereof) following a Prepayment in whole or in part of the Series 2024 Special Assessments on any assessable property within the District in accordance with the provisions of Section 4.05 of this First Supplemental Indenture.
from moneys, if any, on deposit in the Series 2024 Funds, Accounts and Subaccounts in the Funds and Accounts (other than the Series 2024 Rebate Fund, the Series 2024 Costs of Issuance Account and the Series 2024 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2024 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Indenture.

from any funds remaining on deposit in the Series 2024 Acquisition and Construction Account not otherwise reserved to complete the 2024 Project (including any amounts transferred from the Series 2024 Reserve Account) all of which have been transferred to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account.
Mandatory Sinking Fund Redemption. The Series 2024 Bonds maturing on May 1, 20  are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

Year	Mandatory Sinking Fund
Redemption Amount	

*Maturity

The Series 2024 Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

Year	Mandatory Sinking Fund
Redemption Amount	

*Maturity
The Series 2024 Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

Year	Mandatory Sinking Fund
Redemption Amount	

Year	Mandatory Sinking Fund
Redemption Amount	

*Maturity
Upon any redemption of Series 2024 Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the District shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2024 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2024 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2024 Bonds in any year. In the event of a redemption or purchase occurring less than forty-five (45) days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.
SECTION 3.02.  Notice of Redemption. When required to redeem Series 2024 Bonds under any provision of this First Supplemental Indenture or directed to redeem Series 2024 Bonds by the Issuer, the Trustee shall give or cause to be given to Owners of the Series 2024 Bonds to be redeemed, notice of the redemption, as set forth in Article VIII of the Master Indenture.
[END OF ARTICLE III]

ARTICLE IV
ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SPECIAL ASSESSMENT LIENS
SECTION 4.01.	Establishment of Certain Funds and Accounts.
The Trustee shall establish a separate Account within the Acquisition and Construction Fund designated as the “Series 2024 Acquisition and Construction Account.” Net proceeds of the Series 2024 Bonds shall be deposited into the Series 2024 Acquisition and Construction Account in the amount set forth in Section 2.06 of this First Supplemental Indenture, together with any other moneys that may be transferred to the Series 2024 Acquisition and Construction Account as provided for herein. Such moneys in the Series 2024 Acquisition and Construction Account shall be disbursed by the Trustee as set forth in Section 5.01 of the Master Indenture and this Section 4.01(a), and upon disbursement, the Issuer shall apply such moneys as provided for herein and in the Acquisition Agreement. Subject to the provisions of Section 4.01(f) hereof, any moneys remaining in the Series 2024 Acquisition and Construction Account after the Completion Date and after the expenditure of all moneys remaining therein that have not been requisitioned after satisfaction of the Release Conditions #1 and Release Conditions #2 upon notice of the same from the Developer to the Trustee and District Manager, except for any moneys reserved therein for the payment of any costs of the 2024 Project owed but not yet requisitioned, as evidenced in a certificate from the District Engineer to the Trustee, upon which the Trustee may conclusively rely, and the adoption of a resolution by the Issuer accepting the 2024 Project, as evidenced by a certificate from the District Manager delivered to the Trustee, upon which the Trustee may conclusively rely, shall be transferred by the Trustee to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account. Subject to the provisions of Section 4.01(f) hereof, the Series 2024 Acquisition and Construction Account shall be closed upon the expenditure of all funds therein including moneys deposited therein as a result of satisfaction of the Release Conditions #1 and Release Conditions #2. Upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit C, the Trustee shall withdraw moneys from the Series 2024 Acquisition and Construction Account and make payment to the Person or Persons so designated in such requisition. Pursuant to the Master Indenture, the Trustee shall establish a separate Account within the Acquisition and Construction Fund designated as the “Series 2024 Costs of Issuance Account.” Net proceeds of the Series 2024 Bonds shall be deposited into the Series 2024 Costs of Issuance Account in the amount set forth in Section 2.06 of this First Supplemental Indenture. Upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit C, the Trustee shall withdraw moneys from the Series 2024 Costs of Issuance Account to pay the costs of issuing the Series 2024 Bonds. Six months after the issuance of the Series 2024 Bonds, any moneys remaining in the Series 2024 Costs of Issuance Account in excess of the amounts requested to be disbursed by the Issuer shall be deposited into the Series 2024 Interest Account. Any deficiency in the amount allocated to pay the cost of issuing the Series 2024 Bonds shall be paid from excess Series 2024 Pledged Revenues on deposit in the Series 2024 Revenue Account in accordance with Section 4.02 SEVENTH. When there are no further moneys therein, the Series 2024 Costs of Issuance Account shall be closed.

Pursuant to Section 6.03 of the Master Indenture, the Trustee shall establish a separate Account within the Revenue Fund designated as the “Series 2024 Revenue Account.” Series 2024 Special Assessments (except for Prepayments of Series 2024 Special Assessments which shall be identified as such by the Issuer to the Trustee and deposited in the Series 2024 Prepayment Subaccount) shall be deposited by the Trustee into the Series 2024 Revenue Account which shall be applied as set forth in Section 6.03 of the Master Indenture and Section 4.02 of this First Supplemental Indenture.
Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the “Series 2024 Principal Account.” Moneys shall be deposited into the Series 2024 Principal Account as provided in Section 6.04 of the Master Indenture and Section 4.02 of this First Supplemental Indenture, and applied for the purposes provided therein.
Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the “Series 2024 Interest Account.” Moneys deposited into the Series 2024 Interest Account pursuant to Section 6.04 of the Master Indenture and Sections 2.06 and 4.02 of this First Supplemental Indenture, shall be applied for the purposes provided therein.
Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish another separate Account within the Debt Service Fund designated as the “Series 2024 Sinking Fund Account.” Moneys shall be deposited into the Series 2024 Sinking Fund Account as provided in Section 6.04 of the Master Indenture and Section 4.02 of this First Supplemental Indenture and applied for the purposes provided therein and in Section 3.01(c) of this First Supplemental Indenture.
Pursuant to Section 6.05 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Reserve Fund designated as the “Series 2024 Reserve Account.” Net proceeds of the Series 2024 Bonds shall be deposited into the Series 2024 Reserve Account in the amount set forth in Section 2.06 of this First Supplemental Indenture, and such moneys, together with any other moneys deposited into the Series 2024 Reserve Account shall be applied for the purposes provided therein and in this Section 4.01(f) of this First Supplemental Indenture.
On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2024 Reserve Account and prior to the Completion Date, transfer any excess therein above the Reserve Requirement for the Series 2024 Bonds caused by investment earnings to the Series 2024 Acquisition and Construction Account and after the Completion Date to the Series 2024 Revenue Account.
Notwithstanding any of the foregoing, amounts on deposit in the Series 2024 Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2024 Bonds to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account, if as a result of the application of Article X of the Master Indenture, the proceeds received from lands sold subject to the Series 2024 Special Assessments

and applied to redeem a portion of the Series 2024 Bonds is less than the principal amount of Series 2024 Bonds indebtedness attributable to such lands.
Subject to the provisions of Section 4.05 hereof, on any date the Issuer or the District Manager, on behalf of the Issuer, receives notice that a landowner wishes to prepay its Series 2024 Special Assessments relating to the benefited property of such landowner within the District subject to such Series 2024 Special Assessments, or as a result of a mandatory true-up payment, the Issuer shall cause the District Manager, on behalf of the Issuer, to calculate the principal amount of such Prepayment taking into account a credit against the amount of the Series 2024 Prepayment Principal due by the amount of money in the Series 2024 Reserve Account that will be in excess of the Reserve Requirement, taking into account the proposed Prepayment. Such excess in the Series 2024 Reserve Account shall be transferred by the Trustee to the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account, as a result of such Prepayment. The District Manager, on behalf of the Issuer, shall make such calculation within ten
(10) Business Days after receiving notice of such Prepayment and shall instruct the Trustee in writing to transfer such amount of credit given to the landowner from the Series 2024 Reserve Account to the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account to be used for the extraordinary mandatory redemption of the Series 2024 Bonds in accordance with Section 3.01(b)(i) hereof. The Trustee is authorized to make such transfers and has no duty to verify such calculations. Notwithstanding the foregoing, and as further described in the next succeeding paragraph, upon satisfaction of the Release Conditions #1 or Release Conditions #2, as the case may be, the Trustee shall deposit such excess on deposit in the Series 2024 Reserve Account to the Series 2024 Acquisition and Construction Account and pay such amount deposited in the Series 2024 Acquisition and Construction Account to the Person or Persons designated in a requisition in the form attached hereto as Exhibit “C” submitted to the Issuer by the Developer which requisition shall be executed by the Issuer and the District Engineer. Such payment is authorized notwithstanding that the Completion Date might have been declared provided the Developer can establish, to the satisfaction of the District Engineer (as evidenced by the execution of the applicable requisition by the Issuer and the District Engineer that has been submitted by the Developer), that such Costs of the 2024 Project were not paid from moneys initially deposited in the Series 2024 Acquisition and Construction Account and the Trustee has on file one or more properly executed unfunded requisitions. In the event there are multiple unfunded requisitions on file with the Trustee, the Trustee shall fund such requisitions in the order the Trustee has received them (from oldest to newest). In the event that there are no unreimbursed Costs to pay to the Developer, such excess moneys transferred from the Series 2024 Reserve Account to the Series 2024 Acquisition and Construction Account shall be deposited into the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account.
Upon satisfaction of the Release Conditions #1 or Release Conditions #2 as evidenced by a written certificate of the District Manager delivered to the Issuer and the Trustee, stating that the Release Conditions #1 or Release Conditions #2 have been satisfied and setting forth the amount of the new Series 2024 Reserve Requirement, the Trustee shall without further direction reduce the Series 2024 Reserve Requirement to either fifty percent (50%) of the maximum annual debt service of the then Outstanding principal amount of the Series 2024 Bonds, as calculated by the District Manager, upon satisfaction of Release Conditions #1 or ten percent (10%) upon satisfaction of Release Conditions #2 of the maximum annual debt service of the then Outstanding principal amount of the Series 2024 Bonds as calculated by the District Manager. The excess

amount in the Series 2024 Reserve Account as a result of satisfaction of Release Conditions #1 or Release Conditions #2 shall be transferred to the Series 2024 Acquisition and Construction Account. The Trustee may conclusively rely on such written certificate of the District Manager.
In addition, in the event of an extraordinary mandatory redemption pursuant to Section 3.01(b)(iii), the Issuer, or the District Manager on behalf of the Issuer, shall calculate the Reserve Requirement and communicate the same to the Trustee and the Trustee shall apply any resulting excess in the Series 2024 Reserve Account, based on the applicable Reserve Requirement calculated by the District Manager, toward such extraordinary mandatory redemption.
Pursuant to Section 6.06 of the Master Indenture, the Trustee shall establish a separate Series Bond Redemption Account within the Bond Redemption Fund designated as the “Series 2024 Bond Redemption Account” and within such Account, a “Series 2024 General Redemption Subaccount,” a “Series 2024 Optional Redemption Subaccount,” and a “Series 2024 Prepayment Subaccount.” Except as otherwise provided in this First Supplemental Indenture regarding Prepayments or in connection with the optional redemption of the Series 2024 Bonds, moneys to be deposited into the Series 2024 Bond Redemption Account as provided in Section
6.06 of the Master Indenture, shall be deposited to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account.
Moneys that are deposited into the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account (including all earnings on investments held therein) shall be used to call Series 2024 Bonds for the extraordinary mandatory redemption in whole, pursuant to Section 3.01(b)(ii) hereof or in part pursuant to Section 3.01(b)(iii) hereof.
Moneys in the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account (including all earnings on investments held in such Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account) shall be accumulated therein to be used to call for redemption pursuant to Section 3.01(b)(i) hereof an amount of Series 2024 Bonds equal to the amount of money transferred to the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account for the purpose of such extraordinary mandatory redemption on the dates and at the price provided in such Section 3.01(b)(i) hereof.
The Issuer hereby directs the Trustee to establish a Series 2024 Rebate Fund designated as the “Series 2024 Rebate Fund.” Moneys shall be deposited into the Series 2024 Rebate Fund, as provided in the Arbitrage Certificate and Section 4.02 SEVENTH herein and applied for the purposes provided therein.
Any moneys on deposit in the Series 2024 Optional Redemption Subaccount shall be used to optionally redeem all or a portion of the Series 2024 Bonds pursuant to Section 3.01(a) hereof.
SECTION 4.02.  Series 2024 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2024 Revenue Account to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:
FIRST, upon receipt but no later than the Business Day next preceding each November 1 commencing November 1, 2024, to the Series 2024 Interest Account of the

Debt Service Fund, an amount equal to the interest on the Series 2024 Bonds becoming due on the next succeeding November 1, less any amounts on deposit in the Series 2024 Interest Account not previously credited;
SECOND, upon receipt but no later than the Business Day next preceding each May 1 commencing May 1, 2025, to the Series 2024 Interest Account of the Debt Service Fund, an amount equal to the interest on the Series 2024 Bonds becoming due on the next succeeding May 1, less any amounts on deposit in the Series 2024 Interest Account not previously credited;
THIRD, no later than the Business Day next preceding each May 1, commencing May 1, 2025, to the Series 2024 Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Series 2024 Bonds subject to sinking fund redemption on such May 1, less any amounts on deposit in the Series 2024 Sinking Fund Account not previously credited;
FOURTH, no later than the Business Day next preceding each May 1, which is a principal payment date for any Series 2024 Bonds, to the Series 2024 Principal Account of the Debt Service Fund, an amount equal to the principal amount of Series 2024 Bonds Outstanding maturing on such May 1, less any amounts on deposit in the Series 2024 Principal Account not previously credited;
FIFTH, notwithstanding the foregoing, at any time the Series 2024 Bonds are subject to redemption on a date which is not a May 1 or November 1 Interest Payment Date, the Trustee shall be authorized to transfer to the Series 2024 Interest Account, the amount necessary to pay interest on the Series 2024 Bonds subject to redemption on such date;
SIXTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2024 Bonds remain Outstanding, to the Series 2024 Reserve Account, an amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Reserve Requirement for the Series 2024 Bonds; and
SEVENTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be deposited into the Series 2024 Costs of Issuance Account to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2024 Bonds and next, any balance in the Series 2024 Revenue Account shall remain on deposit in such Series 2024 Revenue Account, unless pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Series 2024 Rebate Fund , in which case, the Issuer shall direct the Trustee to make such deposit thereto.
SECTION 4.03.   Power to Issue Series 2024 Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Series 2024 Bonds, to execute and deliver the Indenture and to pledge the Series 2024 Pledged Revenues for the benefit of the Series 2024 Bonds to the extent set forth herein. The Series 2024 Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Series 2024 Bonds, except as otherwise permitted under the Master Indenture. The Series 2024

Bonds and the provisions of the Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by the Indenture and all the rights of the Owners of the Series 2024 Bonds under the Indenture against all claims and demands of all persons whomsoever.
SECTION 4.04.  2024 Project to Conform to Consulting Engineers Report. Upon the issuance of the Series 2024 Bonds, the Issuer will promptly proceed to construct or acquire the 2024 Project, as described in Exhibit A hereto and in the Consulting Engineer’s Report relating thereto, all pursuant to the terms and provisions of the Acquisition Agreement.
SECTION 4.05.	Prepayments; Removal of the Series 2024 Special Assessment
Liens.
At any time any owner of property subject to the Series 2024 Special
Assessments may, at its option, or as a result of acceleration of the Series 2024 Special Assessments because of non-payment thereof or as a result of true-up payment, require the Issuer to reduce or release and extinguish the lien upon its property by virtue of the levy of the Series 2024 Special Assessments by paying or causing there to be paid, to the Issuer all or a portion of the Series 2024 Special Assessment, which shall constitute Series 2024 Prepayment Principal, plus accrued interest to the next succeeding Interest Payment Date (or the next succeeding Interest Payment Date if such Prepayment is made within forty-five (45) calendar days before a Quarterly Redemption Date being a March 15, June 15, September 15, or December 15), attributable to the property subject to the Series 2024 Special Assessment owned by such owner. In connection with such Prepayments, in the event the amount in the Series 2024 Debt Service Reserve Account will exceed the Reserve Requirement for the Series 2024 Bonds as a result of a Prepayment in accordance with this Section 4.05(a) and Section 4.01(f) and the resulting redemption of the Series 2024 Bonds in accordance with Section 3.01(b)(i) of this First Supplemental Indenture, the excess amount shall be transferred from the Series 2024 Debt Service Reserve Account to the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account as a credit against the Series 2024 Prepayment Principal otherwise required to be paid by the owner of such lot or parcel, upon written instructions to the Trustee of the District Manager upon which the Trustee may conclusively rely, on behalf of the Issuer, together with a certification stating that, after giving effect to such transfers sufficient moneys will be on deposit in the Series 2024 Debt Service Reserve Account to equal or exceed the then Reserve Requirement for the Series 2024 Bonds and which certificate of the District Manager will further state that, after giving effect to the proposed redemption of Series 2024 Bonds, there will be sufficient Series 2024 Pledged Revenues to pay the principal and interest, when due, on all Series 2024 Bonds that will remain Outstanding.
Upon receipt of Series 2024 Prepayment Principal as described in paragraph
(a) above, subject to satisfaction of the conditions set forth therein, the Issuer shall immediately pay the amount so received to the Trustee, and the Issuer shall take such action as is necessary to record in the official records of the Issuer that the Series 2024 Special Assessment has been paid in whole or in part and that such Series 2024 Special Assessment lien is thereby reduced, or released and extinguished, as the case may be.
The Trustee may conclusively rely on the Issuer’s determination of what moneys constitute Series 2024 Prepayment Principal. The Trustee shall calculate the amount

available for extraordinary mandatory redemption of the Series 2024 Bonds pursuant to Section 3.01(b)(i) hereof forty-five (45) days before each Quarterly Redemption Date being a March 15, June 15, September 15, or December 15 and will withdraw money from the Series 2024 Reserve Account as a credit against the amount of Prepayment that is owed in an amount as directed by the Issuer or the District Manager on behalf of the Issuer in accordance with Section 4.01(f) hereof and Section 4.05(a) hereof. No credit shall be given if as a result the Reserve Requirement shall be less than is required after taking into account the proposed extraordinary mandatory redemption pursuant to Section 3.01(b)(i) hereof. At any time such Prepayment is not in an integral multiple of $5,000, the Trustee shall withdraw moneys from the Series 2024 Revenue Account to round-up to an integral multiple of $5,000 and deposit such amount into the Series 2024 Prepayment Subaccount. Notwithstanding the foregoing, the Trustee shall not be authorized to withdraw any moneys from the Series 2024 Revenue Account unless all of the deposits required under Section
4.02 hereof have or can be made to the next succeeding Interest Payment Date.

[END OF ARTICLE IV]

ARTICLE V
COVENANTS AND DESIGNATIONS OF THE ISSUER
SECTION 5.01.  Collection of Series 2024 Special Assessments. Pursuant to the terms and provisions of the Master Indenture and except as provided in the next succeeding sentence, the Issuer shall collect the Series 2024 Special Assessments relating to the acquisition and construction of the 2024 Project through the Uniform Method of Collection (the “Uniform Method”) afforded by Chapter 197, Florida Statutes. Pursuant to the terms and provisions of the Master Indenture, the Issuer shall, pursuant to the provisions of the Assessment Resolutions, directly collect the Series 2024 Special Assessments levied in lieu of the Uniform Method with respect to any assessable lands which have not yet been platted, still owned by the Developer, or the timing for using the Uniform Method will not yet allow for using such method, unless the Trustee at the direction of the Majority Holders directs the Issuer otherwise. In addition, and not in limitation of, the covenants contained elsewhere in this First Supplemental Indenture and in the Master Indenture, the Issuer covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2024 Special Assessments, and to levy the Series 2024 Special Assessments in such manner as will generate funds sufficient to pay debt service on the Series 2024 Bonds when due. All Series 2024 Special Assessments that are collected directly by the Issuer shall be due and payable by the landowner not later than thirty (30) days prior to each Interest Payment Date.
SECTION 5.02.  Continuing Disclosure. Contemporaneously with the execution and delivery hereof, the Issuer has executed and delivered a Continuing Disclosure Agreement in order to comply with the requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934. The Issuer covenants and agrees to comply with the provisions of such Continuing Disclosure Agreement applicable to it; however, as set forth therein, failure to so comply shall not constitute and Event of Default hereunder, but shall instead be enforceable by mandamus or any other means of specific performance.
SECTION 5.03.   Investment of Funds and Accounts. The provisions of Section 7.02 of the Master Indenture shall apply to the investment and reinvestment of moneys in the Series 2024 Accounts and subaccounts therein created hereunder.
SECTION 5.04.  Additional Obligations. The Issuer covenants not to issue any other Bonds or other debt obligations secured by the Series 2024 Special Assessments. Such covenant shall not prohibit the Issuer from issuing refunding Bonds. In addition, the Issuer covenants not to issue any other Bonds or debt obligations for capital projects, secured by special assessments on the land within the District which secure the Series 2024 Special Assessments, until the Series 2024 Special Assessments are Substantially Absorbed. The Issuer’s covenants described above shall not preclude the imposition of Special Assessments or other non-ad valorem assessments on such lands in connection with other capital projects that are necessary for health, safety or welfare reasons or to remediate a natural disaster. The Issuer shall provide the Trustee with a certification that the Series 2024 Special Assessments are Substantially Absorbed and the Trustee may conclusively rely upon such certification and shall have no duty to verify if the Series 2024 Special Assessments are Substantially Absorbed. Notwithstanding any provision in the Indenture to the contrary, the Issuer may issue other Bonds or debt obligations secured by Special Assessments, other than the Series 2024 Special Assessments, at any time upon the written consent of the Majority Holders.

SECTION 5.05. Acknowledgement Regarding Series 2024 Acquisition and Construction Account Moneys Following an Event of Default. In accordance with the provisions of the Indenture, the Series 2024 Bonds are payable solely from the Series 2024 Pledged Revenues. Anything in the Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that the Series 2024 Pledged Revenues include, without limitation, all amounts on deposit in the Series 2024 Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, and upon the occurrence of an Event of Default with respect to the Series 2024 Bonds, (i) the Series 2024 Pledged Revenues may not be used by the Issuer (whether to pay costs of the 2024 Project or otherwise) without the consent of the Majority Holders, and (ii) the Series 2024 Pledged Revenues may be used by the Trustee, at the direction or with the approval of the Majority Holders, to pay the reasonable costs and expenses incurred in connection with the pursuit of remedies under the Indenture. The Issuer covenants not to enter into any contract regarding the 2024 Project from and after the occurrence of an Event of Default without the written direction of the Majority Holders.

[END OF ARTICLE V]

ARTICLE VI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR
SECTION 6.01.  Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created and agrees to perform such trusts upon the terms and conditions set forth in the Indenture. The Trustee agrees to act as Paying Agent and Registrar for the Series 2024 Bonds.
SECTION 6.02.   Trustee’s Duties. The Trustee shall not be responsible in any manner for the due execution of this First Supplemental Indenture by the Issuer or for the recitals contained herein (except for the certificate of authentication on the Series 2024 Bonds), all of which are made solely by the Issuer. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlement inuring to the Trustee under the Master Indenture.
SECTION 6.03.  Brokerage Confirmations. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

[END OF ARTICLE VI]

ARTICLE VII MISCELLANEOUS PROVISIONS
SECTION 7.01. Interpretation of First Supplemental Indenture. This First Supplemental Indenture amends and supplements the Master Indenture with respect to the Series 2024 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this First Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and the First Supplemental Indenture shall be read and construed as one document.
SECTION 7.02.  Amendments. Any amendments to this First Supplemental Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture.
SECTION 7.03.   Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.
SECTION 7.04.  Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this First Supplemental Indenture are hereby incorporated herein and made a part of this First Supplemental Indenture for all purposes.
SECTION 7.05.   Payment Dates. In any case in which an Interest Payment Date or the maturity date of the Series 2024 Bonds or the date fixed for the redemption of any Series 2024 Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.
SECTION 7.06.  No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Series 2024 Bonds.
SECTION 7.07.  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.
SECTION 7.08. Counterparts and Electronically Signed and/or Transmitted Signatures. This First Supplemental Indenture may be executed in counterparts, and all counterparts together shall be construed as one document. Executed counterparts of this First Supplemental Indenture with signatures sent by electronic mail (i.e., in PDF format) or signed electronically via DocuSign or other electronic means may be used in the place of original signatures on this First Supplemental Indenture. The parties intend to be bound by the signatures

of the electronically mailed or signed signatures and the delivery of the same shall be effective as delivery of an original executed counterpart of this First Supplemental Indenture. The parties to this First Supplemental Indenture hereby waive any defenses to the enforcement of the terms of this First Supplemental Indenture based on the form of the signature, and hereby agree that such electronically mailed or signed signatures shall be conclusive proof, admissible in judicial proceedings, of the parties’ execution of this First Supplemental Indenture.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, Antillia Community Development District has caused this First Supplemental Trust Indenture to be executed by the Chairperson or Vice Chairperson of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by the Secretary or an Assistant Secretary of its Board of Supervisors and Regions Bank has caused this First Supplemental Trust Indenture to be executed by one of its authorized signatories, all as of the day and year above written.

[SEAL]
Attest:

By:		 Name: Gloria Perez	 Title:  Secretary, Board of Supervisors   

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

By:				 Name: Michael Caputo		 Title:	Chairperson/Vice Chairperson	 Board of Supervisors	

REGIONS BANK, as Trustee, Paying Agent and Registrar

By: 		 Name: Craig A. Kaye	 Title:  Vice President and Trust Officer   

STATE OF FLORIDA	)
) SS: COUNTY OF 	 )
The foregoing instrument was acknowledged before me by means of  physical presence or  online notarization, this   day of 	, 2024, by Michael Caputo, Chairperson/Vice Chairperson of Antillia Community Development District (the “Issuer”), who acknowledged that he/she did so sign the foregoing instrument as such officer for and on behalf of said Issuer; that the same is his/her free act and deed as such officer, and the free act and deed of said Issuer; and that the seal affixed to said instrument is the seal of said Issuer; that he/she appeared before me this day in person and severally acknowledged that he/she, being thereunto duly authorized, signed, sealed with the seal of said Issuer, for the uses and purposes therein set forth. He/she is personally known to me or produced 		as identification.
Notary: 	 [NOTARIAL SEAL]	Print Name: 	
NOTARY PUBLIC, STATE OF FLORIDA
My commission expires 	

STATE OF FLORIDA	)
) SS:
COUNTY OF MIAMI-DADE	)
The foregoing instrument was acknowledged before me by means of  physical presence or  online notarization, this    day of 	, 2024, by Gloria Perez, Secretary of Antillia Community Development District (the “Issuer”), who acknowledged that she did so sign the foregoing instrument as such officer for and on behalf of said Issuer; that the same is her free act and deed as such officer, and the free act and deed of said Issuer; and that the seal affixed to said instrument is the seal of said Issuer; that she appeared before me this day in person and severally acknowledged that he, being thereunto duly authorized, signed, sealed with the seal of said Issuer, for the uses and purposes therein set forth. She is personally known to me or produced
	as identification.
Notary: 	 [NOTARIAL SEAL]	Print Name: 	
NOTARY PUBLIC, STATE OF FLORIDA
My commission expires 	

STATE OF FLORIDA	)
) SS:
COUNTY OF DUVAL	)
The foregoing instrument was acknowledged before me by means of  physical presence or  online notarization, this     day of 	, 2024, by Craig A. Kaye, a Vice President and Trust Officer of Regions Bank, as Trustee (the “Trustee”), who acknowledged that he did so sign said instrument as such officer for and on behalf of the Trustee; that the same is his free act and deed as such officer, and the free act and deed of the Trustee; that he appeared before me on this day in person and acknowledged that he, being thereunto duly authorized, signed, for the uses and purposes therein set forth.  He is personally known to me or has produced
	as identification.
Notary: 	 [NOTARIAL SEAL]	Print Name: 	
NOTARY PUBLIC, STATE OF 	
My commission expires 	

EXHIBIT A DESCRIPTION OF 2024 Project
The 2024 Project includes, but is not limited to, the following improvements:
Stormwater management and control facilities, including, but not limited to, related earthwork;
Roadway improvements;
Water and wastewater facilities;
Landscaping, irrigation in public rights-of-way and entrance features; Hardscape;
Reclaimed water facilities;
Differential cost of undergrounding electric utilities; On-site mitigation;
Recreational amenities; and
All related soft and incidental costs.

A-1

EXHIBIT B
[FORM OF SERIES 2024 BOND]
R-1	$	
UNITED STATES OF AMERICA STATE OF FLORIDA
COUNTY OF MIAMI-DADE
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BOND, SERIES 2024
(2024 Project)

Interest Rate	Maturity Date	Date of Original Issuance	CUSIP	
	%	May 1, 				

Registered Owner:	Cede & Co. Principal Amount:--
KNOW ALL PERSONS BY THESE PRESENTS that the Antillia Community Development District (the “Issuer”), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, upon presentation and surrender hereof (except while the herein defined Series 2024 Bonds are in book-entry only form such presentation shall not be required), at the designated corporate trust office of Regions Bank, as paying agent (said Regions Bank and/or any bank or trust company to become successor paying agent being herein called the “Paying Agent”), the Principal Amount set forth above (with interest thereon at the Interest Rate per annum set forth above, computed on a 360-day year of twelve 30-day months), said principal payable on the Maturity Date stated above. Principal of this Bond is payable at the designated corporate trust office of Regions Bank, located in Jacksonville, Florida, in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner and mailed on each May 1 and November 1, commencing May 1, 2024 to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by Regions Bank, as registrar (said Regions Bank and any successor registrar being herein called the “Registrar”) at the close of business on the fifteenth (15th) day (whether or not a Business Day) of the calendar month next preceding an interest payment date (the “Record Date”). Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to May 1, 2024, in which case from the date of initial delivery, or unless the date of authentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by Regions Bank, as Trustee (said Regions Bank and any successor

trustee being herein called the “Trustee”), notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Indenture (defined below). Any capitalized term used in this Bond and not otherwise defined shall have the meaning ascribed to such term in the Indenture.
THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, MIAMI-DADE COUNTY, FLORIDA (THE “COUNTY”), THE STATE OF FLORIDA (THE “STATE”), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, THE SERIES 2024 SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee of the certificate of authentication endorsed hereon.
This Bond is one of an authorized issue of Bonds of the Antillia Community Development District, a community development district duly created, organized and existing under Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980), as amended (the “Act”) and Ordinance No. 22-103 of the Board of County Commissioners of Miami-Dade County, Florida enacted on September 1, 2022, and effective on September 11, 2022, designated as “Antillia Community Development District Special Assessment Bonds, Series 2024 (2024 Project)” (the “Bonds” or the “Series 2024 Bonds”), in the aggregate principal amount of
	 MILLION 	 HUNDRED 	 THOUSAND AND
00/100 DOLLARS ($	.00) of like date, tenor and effect, except as to number, denomination, interest rate and maturity date. The Series 2024 Bonds are being issued under authority of the laws and Constitution of the State of Florida, including particularly the Act, to pay the costs of constructing and/or acquiring the 2024 Project (as defined in the herein referred to Indenture). The Series 2024 Bonds shall be issued as fully registered bonds in authorized denominations, as set forth in the Indenture. The Bonds are issued under and secured by a Master Trust Indenture dated as of 		 1, 2024 (the “Master Indenture”), as amended by a First Supplemental Trust Indenture dated as of 	1, 2024 (the “First Supplemental Indenture” and together with the Master Indenture, the “Indenture”), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the designated corporate trust office of the Trustee in Jacksonville, Florida.
Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Series 2024 Bonds issued under the Indenture, the operation and application of the Debt Service Fund, the Series 2024 Reserve Account within

the Debt Service Reserve Fund and other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of and the interest on the Series 2024 Bonds, the levy and the evidencing and certifying for collection, of the Series 2024 Special Assessments, the nature and extent of the security for the Bonds, the terms and conditions on which the Series 2024 Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Indenture, the conditions under which such Indenture may be amended without the consent of the registered owners of the Series 2024 Bonds, the conditions under which such Indenture may be amended with the consent of the Majority Holders of the Series 2024 Bonds outstanding, and as to other rights and remedies of the registered owners of the Series 2024 Bonds.
The owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.
It is expressly agreed by the owner of this Bond that such owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, the County, the State or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the County, the State or any other political subdivision thereof, for the payment of the principal of and interest on this Bond or the making of any other sinking fund and other payments provided for in the Indenture, except for the Series 2024 Special Assessments to be assessed and levied by the Issuer as set forth in the Indenture.
By the acceptance of this Bond, the owner hereof assents to all the provisions of the Indenture.
This Bond is payable from and secured by Series 2024 Pledged Revenues, as such term is defined in the Indenture, all in the manner provided in the Indenture. The Indenture provides for the levy and the evidencing and certifying, of non-ad valorem assessments in the form of the Series 2024 Special Assessments to secure and pay the Bonds.
The Series 2024 Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Series 2024 Bonds shall be made on the dates specified below. Upon any redemption of Series 2024 Bonds other than in accordance with scheduled mandatory sinking fund redemption, the Issuer shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2024 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2024 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2024 Bonds in any year. In the event of a redemption or purchase occurring less than forty-five (45) days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.

Optional Redemption
The Series 2024 Bonds may, at the option of the Issuer, provided written notice hereof has been sent to the Trustee at least forty-five (45) days prior to the redemption date (unless the Trustee will accept less than forty-five (45) days’ notice), be called for redemption prior to maturity as a whole or in part, at any time, on or after May 1, 20  (less than all Series 2024 Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of Series 2024 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date from moneys on deposit in the Series 2024 Optional Redemption Subaccount of the Series 2024 Bond Redemption Account. If such optional redemption shall be in part, the Issuer shall select such principal amount of Series 2024 Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Series 2024 Bonds is substantially level.
Mandatory Sinking Fund Redemption

The Series 2024 Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Series 2024 Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth herein or purchased and cancelled pursuant to the provisions of the Indenture.

Year	Mandatory Sinking Fund
Redemption Amount	

*Maturity
The Series 2024 Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Series 2024 Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth herein or purchased and cancelled pursuant to the provisions of the Indenture.

Year	Mandatory Sinking Fund
Redemption Amount	

*Maturity
The Series 2024 Bonds maturing on May 1, 20 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Series 2024 Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth herein or purchased and cancelled pursuant to the provisions of the Indenture.

Year	Mandatory Sinking Fund
Redemption Amount	

*Maturity
Extraordinary Mandatory Redemption in Whole or in Part
The Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part on any date (other than in the case of clause (i) below which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date.
from Series 2024 Prepayment Principal deposited into the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account (taking into account the credit from the Series 2024 Reserve Account pursuant to Section 4.05 of the First Supplemental Indenture) following the Prepayment in whole or in part of Series 2024 Special Assessments on any assessable property within the District in accordance with the provisions of Section 4.05 of the First Supplemental Indenture.

from moneys, if any, on deposit in the Series 2024 Funds, Accounts and Subaccounts in the Funds and Accounts (other than the Series 2024 Rebate Fund, the Series 2024 Costs of Issuance Account and the Series 2024 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2024 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Indenture.
from any funds remaining on deposit in the Series 2024 Acquisition and Construction Account not otherwise reserved to complete the 2024 Project (including any amounts transferred from the Series 2024 Reserve Account) all of which have been transferred to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account.
Except as otherwise provided in the Indenture, if less than all of the Bonds subject to redemption shall be called for redemption, the particular such Bonds or portions of such Bonds to be redeemed shall be selected randomly by the Trustee, as provided in the Indenture.
Notice of each redemption of the Bonds is required to be mailed by the Trustee by first class mail, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to each Registered Owner of the Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Trustee or the Paying Agent, all as provided in the Indenture, the Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Bonds or such portions thereof on such date, interest on such Bonds or such portions thereof so called for redemption shall cease to accrue, such Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Trustee or the Paying Agent. Further notice of redemption shall be given by the Trustee to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Notwithstanding the foregoing, the Trustee is authorized to give conditional notice of redemption as provided in the Master Indenture.
The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.
Modifications or alterations of the Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Indenture.
Any moneys held by the Trustee or Paying Agent in trust for the payment and discharge of any Bond which remain unclaimed for three (3) years after the date when such Bond has become due and payable, either at its stated maturity date or by call for earlier redemption shall be paid to the Issuer, thereupon and thereafter no claimant shall have any rights against the Trustee or Paying Agent to or in respect of such moneys.

If the Issuer deposits or causes to be deposited with the Trustee funds or Defeasance Securities (as defined in the Master Indenture) sufficient to pay the principal or Redemption Price of any Bonds becoming due at maturity or by call for redemption in the manner set forth in the Indenture, together with the interest accrued to the due date, the lien of such Bonds as to the trust estate with respect to such Bonds shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture.
This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida.
The Issuer shall keep books for the registration of the Bonds at the designated corporate trust office of the Registrar in Jacksonville, Florida. Subject to the restrictions contained in the Indenture, the Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds.
The Issuer, the Trustee, the Paying Agent and the Registrar shall deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue) for the purpose of receiving payment of or on account of the principal of and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.
It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in connection with the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions.

IN WITNESS WHEREOF, Antillia Community Development District has caused this Bond to be signed by the manual signature of the Chairperson or Vice Chairperson of its Board of Supervisors and its seal to be imprinted hereon, and attested by the manual signature of the Secretary of its Board of Supervisors, all as of the date hereof.
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT
By:		 Chairperson/Vice Chairperson
Board of Supervisors
(SEAL)

Attest:
By:		 Secretary, Board of Supervisors

CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds delivered pursuant to the within mentioned Indenture.
Date of Authentication: 	

REGIONS BANK, as Trustee

By:		 Assistant Vice President

STATEMENT OF VALIDATION
This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Eleventh Judicial Circuit of Florida, in and for Miami-Dade County, Florida, rendered on the 4th day of January, 2023.
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

(SEAL)
Attest:

By:		 Secretary, Board of Supervisors

By:		 Chairperson/Vice Chairperson
Board of Supervisors

ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM	-	as tenants in common TEN ENT	-	as tenants by the entireties
JT TEN	-	as joint tenants with rights of survivorship and not as tenants in common

UNIFORM TRANSFER MIN ACT	- 	Custodian 	
(Cust)	(Minor)
Under Uniform Transfer to Minors Act	
(State)
Additional abbreviations may also be used though not in the above list.

ASSIGNMENT AND TRANSFER
FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto

(please print or typewrite name and address of assignee)

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

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

NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company		NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular,
without alteration or enlargement or any change whatsoever.	

Please	insert	social	security	or	other identifying number of Assignee.

EXHIBIT C FORMS OF REQUISITIONS
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024
(2024 Project)
(Acquisition and Construction)

The undersigned, a Responsible Officer of the Antillia 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 Regions Bank, as trustee (the “Trustee”), dated as of 	 1, 2024, as supplemented by that certain First Supplemental Trust Indenture dated as of 		1, 2024 (collectively, the “Indenture”) (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):
Requisition Number:
Identify Acquisition Agreement, if applicable;
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):
Fund or Account and subaccount, if any, from which disbursement to be made:
Series 2024 Acquisition and Construction Account of the Acquisition and Construction Fund.
The undersigned hereby certifies that:
obligations in the stated amount set forth above have been incurred by the District,
each disbursement set forth above is a proper charge against the Series 2024 Acquisition and Construction Account;
each disbursement set forth above was incurred in connection with the Cost of the 2024 Project; and
each disbursement represents a Cost of 2024 Project which has not previously been paid.
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 vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested are on file with the District.
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

By:		 Responsible Officer

Date:	

CONSULTING ENGINEER’S APPROVAL FOR
NON-COST OF ISSUANCE OR NON-OPERATING COSTS REQUESTS ONLY
The undersigned Consulting Engineer hereby certifies that (A) this disbursement is for the Cost of the 2024 Project and is consistent with (i) the Acquisition Agreement; (ii) the report of the District Engineer, as such report shall have been amended or modified; and (iii) the plans and specifications for the corresponding portion of the 2024 Project with respect to which such disbursement is being made; and, further certifies that: (B) the purchase price to be paid by the District for the 2024 Project improvements to be acquired with this disbursement is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual cost of construction of such improvements; and (C) the plans and specifications for the 2024 Project improvements have been approved by all regulatory bodies required to approve them or such approval can reasonably be expected to be obtained; (D) all currently required approvals and permits for the acquisition, construction, reconstruction, installation and equipping of the portion of the 2024 Project for which disbursement is made have been obtained from all applicable regulatory bodies; and (E) subject to permitted retainage under the applicable contracts, the seller has paid all contractors, subcontractors, and materialmen that have provided services or materials in connection with the portions of the 2024 Project for which disbursement is made hereby, if an acquisition is being made pursuant to the Acquisition Agreement.

Consulting Engineer

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024
(2024 Project)

(Costs of Issuance)

The undersigned, a Responsible Officer of the Antillia 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 Regions Bank, as trustee (the “Trustee”), dated as of 	 1, 2024, as supplemented by that certain First Supplemental Trust Indenture dated as of 		1, 2024 (collectively, the “Indenture”) (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

Requisition Number:

Amount Payable:

Purpose for which paid or incurred: Costs of Issuance

Fund or Account and subaccount, if any, from which disbursement to be made:

Series 2024 Costs of Issuance Account of the Acquisition and Construction Fund

The undersigned hereby certifies that:
this requisition is for costs of issuance payable from the Series 2024 Costs of Issuance Account that have not previously been paid;
each disbursement set forth above is a proper charge against the Series 2024 Costs of Issuance Account;
each disbursement set forth above was incurred in connection with the issuance of the Series 2024 Bonds; and
each disbursement represents a cost of issuance which has not previously been paid.
The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.
The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Attached hereto are originals or copies of the invoice(s) from the vendor of the services rendered with respect to which disbursement is hereby requested.
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

By:		 Responsible Officer

Date:		

EXHIBIT D
FORM OF INVESTOR LETTER

[Date]
FMSbonds, Inc.
20660 W. Dixie Highway North Miami Beach, FL 33180
Re:	$	 Antillia Community Development District Special Assessment Bonds, Series 2024 (2024 Project)

Ladies and Gentlemen:
The undersigned is authorized to sign this letter [on behalf of Name of Non-Individual Investor], as the beneficial owner (the “Investor”) of $	of the above-referenced Bonds [state maturing on May 1, 	, bearing interest at the rate of  % per annum and CUSIP #] (herein, the “Investor Bonds”).
In connection with the purchase of the Investor Bonds by the Investor, the Investor hereby makes the following representations upon which you may rely:
The Investor has authority to purchase the Investor Bonds and to execute this letter, any other instruments and documents required to be executed by the Investor in connection with the purchase of the Investor Bonds.
The Investor meets the criteria of an “accredited investor” as described in one or more of the categories derived from Rule 501(a) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) summarized below, and therefore, has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations including those which are not rated or credit-enhanced, to be able to evaluate the risks and merits of the investment represented by the Bonds. Please check the appropriate box below to indicate the type of accredited investor:
a bank, registered broker, dealer or investment adviser (or investment adviser exempt from registration under Section 203(l) or (m) within the meaning of the Investment Advisers Act of 1940), insurance company, registered investment company, business development company, small business investment company; or rural business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the employee benefit plan has total assets in excess of $5 million;
an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust partnership, or

limited liability company, not formed for the specific purpose of acquiring the Investor Bonds with assets exceeding $5 million;
a business in which all the equity owners are “accredited investors”;
a natural person who has individual net worth, or joint net worth with the person’s spouse or spousal equivalent, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person, except that mortgage indebtedness on the primary residence shall not be included as a liability;
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse or spousal equivalent exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Investor Bonds whose purchase is directed by a sophisticated person;
an entity, of a type other than those set forth above, that owns investments in excess of $5,000,000 and that was not formed for the specific purpose of acquiring the Investor Bonds;
a natural person holding in good standing one or more professional certifications or designations or credentials from a designated accredited educational institution qualifying an individual for “accredited investor” status;
a “family office” with at least $5,000,000 in assets under management, that was not formed for the specific purpose of acquiring the Investor Bonds, and whose prospective investment is directed by a person capable of evaluating the merits and risks of the prospective investment; or
a “family client” of a family office described in the prior bullet point whose prospective investment is directed by that family office.
The Investor has been supplied with an (electronic) copy of the Preliminary Limited Offering Memorandum dated 	, 2024 of the Issuer and relating to the Bonds (the “Offering Document”) and has reviewed the Offering Document and represents that such Offering Document has provided full and meaningful disclosure in order to make an informed decision to invest in the Investor Bonds.

C-2

Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Indenture.
Very truly yours, [Name], [Type of Entity]
By: 	 Name: 	 Title: 	 Date: 	

Or

[Name], an Individual

211333.010100 - 681980789v13

C-3

RESOLUTION NO. 2024-04
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE ANTILLIA COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THE IMPROVEMENTS TO BE CONSTRUCTED, A PORTION OF WHICH COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE APPORTIONED; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING CERTAIN LANDS IN THE DISTRICT UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; AUTHORIZING THE PREPARATION OF A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR A PUBLIC HEARING TO CONSIDER THE ADVISABILITY AND PROPRIETY OF THE SPECIAL ASSESSMENTS AND THE RELATED IMPROVEMENTS; PROVIDING FOR NOTICE OF SAID PUBLIC HEARING; PROVIDING FOR PUBLICATION OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Board of Supervisors (the “Board”) of the Antillia Community Development District (the “District”) hereby determines to construct and/or acquire certain public improvements (the “Improvements”) described in the District’s Engineer’s Report dated October 13, 2022 and Revised on February 6, 2024 as amended and as may be further revised, prepared by HSQ Group, Inc. (the “Engineer’s Report”), and in the plans and specifications available for review at the offices of Special District Services, Inc., located at 8785 SW 165th Avenue, Suite 200, Miami, Florida 33193 or 2501A Burns Road, Palm Beach Gardens, Florida 33410 (the “District Offices”);
WHEREAS, the District is empowered by Chapters 170, 190 and 197, Florida Statutes, to refinance, finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain the Improvements and to impose, levy, and collect the special assessments (as defined below);
WHEREAS, the Board finds that it is in the best interest of the District to pay all or a portion of the cost of the Improvements by imposing, levying, and collecting special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes (“Special Assessments”) against the assessable lands within the District;
WHEREAS, the District hereby determines, based on the findings in the Engineer’s Report, that benefits will accrue to the property improved, the amount of those benefits, and that the Special Assessments will be made in proportion to the benefits received as set forth in the District’s Master Special Assessment Methodology Report dated October 21, 2022, as Amended and Restated Master Special Assessment Methodology Report dated April 23, 2024 and the Preliminary First Supplemental Methodology Report dated February 16, 2024 as Amended and Restated Preliminary First Supplemental Special Assessment Methodology Report dated April 23, 2024 (“collectively “Master Report”) as supplemented and as may be further revised, prepared by Special District Services, Inc., a copy of which is available for review in the District Offices, for the assessable lands in the District;
WHEREAS, the District hereby determines that the Special Assessments to be levied

will not exceed the benefits to the property so improved.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE ANTILLIA COMMUNITY DEVELOPMENT DISTRICT, THAT:
Section 1. The above recitals are hereby incorporated and adopted as the findings of fact of the Board.
Section 2. The Special Assessments shall be levied to defray a portion of the costs of the Improvements.
Section 3. The nature of the Improvements generally consists of, but not necessarily limited to, offsite roadway improvements, stormwater management system, water distribution system including the payment by the District of related connection charges, sanitary sewer system including the payment by the District of related connection charges and other related improvements, all as described more particularly in the Engineer’s Report and the plans and specifications available for review in the District Offices.
Section 4. The general locations of the Improvements are within parcels of land in the District consisting of approximately 44.21 gross acres located in the unincorporated area of Miami-Dade County, Florida, in an area bounded by in an area bounded by the Southeast ¼ of Section 25, Township 57 S, and Range 38 E within unincorporated, Miami-Dade County, Florida. The property is situated north of Southwest 360th Street and east of Southwest 180th Avenue.
Section 5. The estimated cost of the Improvements is approximately $18,377,177 (hereinafter referred to as the “Estimated Cost”) based on the Engineer’s Report.
Section 6. The Special Assessments will defray approximately $17,085,000 which includes all or a portion of the Estimated Cost, plus financing related costs, capitalized interest, and a debt service reserve requirement.
Section 7. The manner in which the Special Assessments shall be apportioned and paid is contained within the Master Report. Initially, the Special Assessments will be levied on a per acre basis since the Improvements increase the value of all the lands in the District. On and after the date the benefited lands within the District are specifically platted, the Special Assessments will be levied on a per unit/lot basis. Until such time all benefitted lands within the District are specifically platted, the manner by which the Special Assessments will be imposed shall be a combination of a per acre basis and a per unit basis all in accordance with the Master Report.
Section 8. The Special Assessments shall be levied on all lots and lands, within the District which are adjoining and contiguous or bounding and abutting upon the Improvements or specially benefited thereby and further designated on the assessment plat and/or assessment roll referenced in the Master Report.
Section 9. There is on file in the District Offices a preliminary assessment plat showing the area to be assessed, with the plans and specifications describing the proposed Improvements and the Estimated Cost, all of which shall be open to inspection by the public.
Section 10. The District Manager is hereby authorized and directed to cause to be made a preliminary assessment roll, as promptly as possible, which shall show the lots and lands to be assessed, the amount of benefit to and the Special Assessment against each lot or parcel of land and the number of annual installments into which the Special Assessment is divided.

Section 11. Commencing with the year in which the District incurs obligations for the payment of a portion of the Estimated Cost of the Improvements which are acquired and/or constructed by the District, the Special Assessments shall be paid in not more than thirty (30) annual installments (not counting any capitalized period) payable at the same time and in the same manner as are ad valorem taxes and as prescribed by Chapter 197, Florida Statutes; provided, however, that in the event the non-ad valorem assessment method of collecting the Special Assessments is not available to the District in any year, or the District determines not to utilize the uniform method of collection described in Chapter 197, Florida Statutes, the Special Assessments may be collected in such manner as is otherwise permitted by law.
Section 12. Upon completion of the preliminary assessment roll, the Board shall adopt a subsequent resolution to fix a time and place at which the owners of property to be assessed or any other persons interested therein may appear before the Board and be heard as to the propriety and advisability of the Special Assessments or the making of the Improvements, the cost thereof, the manner of payment therefor, or the amount thereof to be assessed against each property as improved.
Section 13. Pursuant to Section 170.05, Florida Statutes, the District Manager is hereby directed to cause this resolution to be published twice in a newspaper of general circulation within Miami-Dade County.
Section 14. In the event this Resolution conflicts with any other Resolution of the District, this Resolution shall govern and the conflicting Resolution shall be repealed to the extent of such conflict.
PASSED, ADOPTED and EFFECTIVE this 23rd day of April, 2024.

ATTEST:	ANTILLIA
COMMUNITY DEVELOPMENT DISTRICT

By:			By:		 Secretary/Assistant Secretary			Chairperson/Vice Chairperson

RESOLUTION NO. 2024-05

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE ANTILLIA COMMUNITY DEVELOPMENT DISTRICT SETTING A PUBLIC HEARING TO BE HELD ON JUNE 4, 2024 AT 11:00 A.M. TO BE HELD IN THE CONFERENCE ROOM AT THE GOLDBETTER, MIAMI BUSINESS CENTER LOCATED AT 1031 IVES DAIRY ROAD, BUILDING 4, SUITE 228, MIAMI, FLORIDA 33179. FOR THE PURPOSE OF HEARING PUBLIC COMMENT ON THE LEVY OF NON-AD VALOREM SPECIAL ASSESSMENTS ON CERTAIN PROPERTY WITHIN THE BOUNDARIES OF THE DISTRICT; PURSUANT TO CHAPTERS 170, 190, AND 197, FLORIDA STATUTES; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Board of Supervisors (the “Board”) of the Antillia Community Development District (the “District”) has adopted Resolution No. 2024-04 (the “Initial Assessment Resolution”), for implementing the limits, definitions, purpose, intent, location, nature and estimated cost of certain proposed infrastructure improvements to be partially defrayed by certain non-ad valorem special assessments on certain benefited properties within the boundaries of the District; and
WHEREAS, the Initial Assessment Resolution provides for the estimated cost of the proposed infrastructure improvements to be defrayed by the non-ad valorem special assessments and provides further for the manner in which such assessments shall be levied, when the levy shall occur, and setting forth and designating the lands upon which the assessment shall be levied, providing for an assessment plat, the preparation of a preliminary assessment roll, and related matters; and
WHEREAS, the Initial Assessment Resolution further provides for notice and conduct of a public hearing to consider the advisability and propriety of the non-ad valorem special assessments and the related infrastructure improvements; and
WHEREAS, pursuant to the Initial Assessment Resolution a preliminary assessment roll has been prepared and all of the conditions precedent (as set forth in applicable provisions of Florida Statutes, Chapters 170, 190 and 197, pertaining to the notice and conduct of the aforementioned Public Hearing) have been satisfied and all related documents are available for public inspection in the offices of Special District Services, Inc., 8785 SW 165th Avenue, Suite 200, Miami, Florida 33193 or 2501A Burns Road, Palm Beach Gardens, Florida 33410 (the “District Offices”).
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE ANTILLIA COMMUNITY DEVELOPMENT DISTRICT, THAT:

Section 1.  The above recitals are hereby incorporated and adopted as the findings of fact of the Board.
Section 2.  There is hereby declared to be a public hearing to be held on June 4, 2024 at 11:00 a.m., in the Conference Room at the Goldbetter, Miami Business Center located at 1031 Ives Dairy Road, Building 4, Suite 228, Miami, Florida 33179, for the purpose of hearing questions, comments and objections to the proposed non-ad valorem special assessments and the related infrastructure improvements as described in the preliminary assessment roll and in plans and specifications, copies of which are available for public inspection in the District Offices. Affected

persons may either appear at the hearing or submit their written comments prior to the meeting to the District Offices.
Section 3.  Notice (substantially in the form attached hereto as Exhibit “A”) of said hearing shall be advertised in accordance with Chapters 170, 190, and 197 Florida Statutes, and the District Manager is hereby authorized and directed to place said notice in a newspaper of general circulation within Miami-Dade County (by two publications one week apart with the last publication at least one week prior to the date of the hearing established herein). The District Manager shall file a publisher’s affidavit with the District Secretary verifying such publication of notice. The District Manager is further authorized and directed to give thirty (30) days written notice by mail of the time and place of this hearing to the owners of all property to be assessed and include in such notice the amount of the assessment for each such property owner, a description of the areas to be improved and notice that information concerning all assessments.

PASSED, ADOPTED and EFFECTIVE this 23rd day of April, 2024.

ATTEST:	ANTILLIA
COMMUNITY DEVELOPMENT DISTRICT

By:			By:		 Secretary/Assistant Secretary			Chairperson/Vice Chairperson

EXHIBIT “A”
NOTICE OF HEARING TO LEVY AND PROVIDE FOR THE COLLECTION AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS
Notice is hereby given that the Board of Supervisors (the “Board”) of the Antillia Community Development District (the “District”), located within Miami-Dade County, Florida, will conduct a Public Hearing to consider adoption of an assessment roll and the imposition of special assessments against certain properties within the boundaries of the District. The general location of the area where proposed public infrastructure improvements to be improved and assessed is located within parcels of land in the District consisting of approximately 44.21 gross acres located in the unincorporated area of Miami-Dade County, Florida, in an area bounded by the Southeast ¼ of Section 25, Township 57 S, and Range 38 E within unincorporated, Miami-Dade County, Florida. The property is situated north of Southwest 360th Street and east of Southwest 180th Avenue.
The purpose of the special assessments is to fund the cost of certain infrastructure improvements to certain properties within the area described above. The nature of the proposed improvements generally consists of, but are not necessarily limited to, offsite roadway improvements including the payment by the District of stormwater management system, water distribution system including the payment by the District of connection charges relating thereto, sanitary sewer system including the payment by the District of connection charges relating thereto and other related improvements, all as described more particularly in the District’s Engineer’s Report originally dated and accepted on October 13, 2022, and Revised on February 6, 2024 and Accepted on March 15, 2026 and as may be further revised, prepared by HSQ Group, Inc. (the “Engineer’s Report”), and the plans and specifications on file in the offices of Special District Services, Inc., 8785 SW 165th Avenue, Suite 200, Miami, Florida 33193 or 2501A Burns Road, Palm Beach Gardens, Florida 33410 (the “District Offices”). A description of each property to be assessed and the amount to be assessed to each piece or parcel of assessable property is set forth in the Master Special Assessment Methodology Report, dated and accepted on October 21, 2022, as in the Amended and Restated Master Special Assessment Methodology dated April 23, 2024, the Preliminary First Supplemental Methodology Report dated February 16, 2024 and accepted on March 15, 2024, and as Amended and Restated Preliminary First Supplemental Methodology Report dated April 23, 2024, as may be further revised, prepared by Special District Services, Inc., (the “Master Report and Supplemental Reports”) on file in the District Offices.
A Public Hearing to receive comments from affected property owners as to the propriety and advisability of making such improvements, as to the cost thereof, as to the manner of payment thereof; and as to the amount thereof to be assessed against each parcel will be held in conjunction with the Special Board Meeting on June 4, 2024 at 11:00 a.m., in the Conference Room at the Goldbetter, Miami Business Center located at 1031 Ives Dairy Road, Building 4, Suite 228, Miami, Florida 33179.
All affected property owners have a right to appear at the Public Hearing and the right to file written objections with the District within twenty (20) days of the publication of this Notice.
If any person decides to appeal any decision made with respect to any matter considered at this Public Hearing, such persons will need a record of the proceedings and for such purpose said person may need to ensure that a verbatim record of the proceeding is made at their own expense and which record includes the testimony and evidence on which the appeal is based.

In accordance with the Americans with Disabilities Act, this document may be requested in an alternative format. Auxiliary aids or services will also be provided upon request with at least five
(5) days notice prior to the proceeding. Please contact the District Manager at 786-347-2711 Ext. 2011 and/or 877-737-4922 for assistance. If hearing impaired, telephone the Florida Relay Service (800) 955-8771 (TDD) for assistance.

Amended and Restated Master Special
Assessment Methodology Report
ANTILLIA
COMMUNITY DEVELOPMENT DISTRICT

April 23, 2024

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

INTRODUCTION
The Antillia Community Development District (the “District”) is a local unit of special-purpose government with portions located in Miami-Dade County, Florida (the “County”). The District was established effective September 11, 2022, by Ordinance No. 22-103 enacted by the Board of County Commissioners of the County to provide for the construction and/or acquisition, financing, long-term administration and management of certain public infrastructure of the Antillia development (the “Development”).
The District contains approximately 44.21 gross acres and is planned for the following land uses:

Table 1 – Proposed Land Uses for the District

Land Use Category	Unit	
Villas	422 Dwelling units	
Townhomes	141 Dwelling units	
TOTAL	563 Dwelling units	

This Master Special Assessment Methodology Report (the “Master Report”) will provide the allocation of special assessments as it relates to the sale and issuance of proposed Special Assessment Bonds in one or more series (the “Bonds”) for the financing of public infrastructure improvements in the District, including but not limited to the following: stormwater management infrastructure, roadway improvements, water distribution infrastructure, hardscape, landscape & irrigation systems, differential cost of undergrounding electric utilities and sanitary sewer infrastructure (collectively, the “Project”). These infrastructure improvements will directly and specially benefit all assessable lands in the District. This special benefit is a required determination in order to make use of the proceeds of any special assessment bonds issued by the District.

This Master Report equitably allocates the costs being incurred by the District to provide the direct and special benefits of the Project to the developable lands within the District as identified herein on Exhibit A. The improvements comprising the Project are described below and in the Master Engineer’s Report, dated October 13, 2022, revised February 6, 2024 (the “Engineer’s Report”), as may be further revised and which have been prepared by HSQ Group, LLC (the “District’s Engineer”).

The District intends to issue Bonds in one or more series. Supplemental assessment methodology reports will be prepared in accordance which each series of Bond issue which will set forth the specific portions of the Project to be funded.

PROJECTS TO BE FUNDED BY THE DISTRICT

The Project is comprised of an interrelated system of public infrastructure improvements which will serve and directly and specially benefit all assessable areas within the District. The Project will serve all assessable lands within the District and the improvements will be interrelated such that they will reinforce one another. The total cost of the Project is currently estimated to be $18,377,177. A detail of the estimated Project costs for the development is included herein on Table A. The Bonds will be repaid through the levy of non-ad valorem special assessments on all assessable property within the District. The Project has been designed to be functional and confer direct and special benefits to the landowners within the District. Any portion of the Project not financed through the issuance of Bonds will be paid for by CRE-KL Antillia Owner LLC, or its successors or assigns or an affiliated entity (herein the “Landowner”).
Construction and/or acquisition and maintenance obligations for the District’s proposed infrastructure improvements constituting the Project are described in the Engineer’s Report.
The construction costs for the Project identified in this Master Report were provided by the District Engineer. Special District Services, Inc., as District Manager, makes no representation regarding the accuracy or validity of those costs and did not undertake any analysis or verification regarding such costs.
FUNDING OF IMPROVEMENTS
To defray the costs of construction or acquisition, of all or a portion of the Project, the District will impose non-ad valorem special assessments on benefited real property within the District. These assessments are based on the direct and special and peculiar benefits accruing to such property from the improvements comprising the Project. The use of non-ad valorem special assessments has an advantage in that the properties that receive the direct and special benefits from the Project are the only properties that are obligated to pay for those facilities and services. Without these improvements, development of the property would not be possible.
In summary, special assessments may be levied: (1) for facilities which provide direct and special benefits to property as distinct from general benefits, (2) only against property which receives that direct and special benefit, (3) in proportion to the benefits received by the properties; and (4) according to fair and reasonable methods that the governing body of the jurisdiction determines. The special assessments placed upon various benefited properties in the District must be sufficient to cover the debt service of the Bonds that will be issued for financing all or a portion of the Project.
Until all the land within the District has been platted and sold, the assessments on the portion of land that has not been platted and sold are not fixed and determinable. The reasons for this are (1) until the lands are platted, the number of developable acres within each tract against which the assessments are levied is not determined; (2) the lands are subject to re-plat, which may result in changes in development density and product type; and (3) until the lands are sold it is unclear of the timing of the absorptions. Only after the property has been platted will the developable acreage be determined, the final plat be certain, the development density known and the product types confirmed.

ALLOCATION OF BENEFIT AND ASSESSMENTS
In developing the methodology used for special assessments in the District, two interrelated factors were used:
Allocation of Benefit: Each parcel of land, lot and/or unit within the District benefits from the construction and financing of the proposed improvements.
Allocation of Cost/Debt: The special assessments imposed on each parcel of land, lot and/or unit within the District cannot exceed the value of the benefits provided to such parcel of land, lot and/or unit.
The planned improvements comprising the Project is an integrated system of facilities designed to provide benefits to the assessable property within the District as a whole. The Project is intended to work as a total system which will provide direct and special benefits for each unit type. The fair and reasonable method of allocating the benefit to each planned residential unit has been accomplished by assigning an equivalent residential unit (“ERU”) to each townhome unit and each villa unit. Therefore, for the purpose of this Master Report each residential unit will be assigned one (1.00) ERU.

The Assessments will initially be levied across all the gross acreage in the District. The lien will shift to the parcels in the District, as represented in Table F upon platting on a first platted, first assigned bases.
Land that is sold in the District prior to platting will have a lien amount attached to the parcel that is equal to the development rights conveyed with such parcel and type of planned use. Assessments will then be assigned in accordance with Table F. As platting occurs the debt assessment will be assigned on a first platted first assigned basis to platted lots receiving property folio numbers, and allocated on an ERU basis as shown herein on Table F.

In addition to the special assessments imposed for debt service on the Bonds, the District will also levy an annual administrative assessment to fund the costs of operating and managing the District. As each residential dwelling unit will benefit equally from the operation and management of the District and the Project, the annual operation and management assessments will be allocated equally to each assessable lot or unit.

Given the District’s land use plan and the type of public infrastructure to be funded by the special assessments, this method will result in a fair allocation of benefits and services and an equitable allocation of costs for the proposed Project. However, if the future platting results in changes in land use or proportion of benefit per unit, this allocation methodology may not be applicable, and it may be necessary for the District to revise this methodology.
COLLECTION OF SPECIAL ASSESSMENTS
The proposed special assessments for the District are planned to be collected through the Uniform Method of Collection described in Chapter 197, Section 197.3632; Florida Statutes (“F.S.”) for platted lots, or any other legal means available to the District.
Since there are costs associated with the collection of the special assessments (whether by uniform method of collection as authorized under Section 197.3632, F.S., or other methods allowed by Florida law), these costs must also be included in the special assessment levy. These costs generally include the 1% collection fee of the County Tax Collector, a 1% service fee of the County Property Appraiser

and a 4% discount for early payment of taxes. These additional costs may be reflected by dividing the annual debt service and maintenance assessment amounts by a factor of 0.94. In the event the special assessments are direct billed, then, the collection costs and discounts may not apply.
FINANCING STRUCTURE
The estimated cost of construction for the Project is $18,377,177. The construction program and the costs associated with the District are identified herein on Table A.
All or a portion of the capital improvements comprising the Project is assumed to be financed by the Bonds which, when issued, will be payable from and secured by special assessments levied annually against all assessable properties within the District which totals approximately 44.21+/- acres. Based on the current market conditions the total aggregate principal amount of the Bonds (approximately
$22,000,000) issued by the District is shown herein on Table B. The proceeds of the Bonds will provide approximately $18,377,177 for acquisition and/or construction related costs of the Project. The sizing of the Bonds is assumed to include capitalized interest, if so required, a debt service reserve fund equal to the maximum annual net debt service and issuance costs as shown herein on Table B. (Note: The District may decide in the future not to issue the total par debt of $22,000,000 referenced in this Master Report.)
MODIFICATIONS, REVISIONS AND TRUE-UP MECHANISIM
Allocation of proposed costs and proposed debt, respectively shown herein on Table C and Table D, for the infrastructure improvements financed by the District for the Project (estimated at $18,377,177) is initially based on the estimated 563 residential dwelling units projected to be constructed within the District and benefited by the infrastructure improvements comprising the Project. Based on a Bond size of approximately $22,000,000 at an assumed interest rate of 7.5% the estimated annual debt service on the Bonds will be approximately $1,862,767 which has not been grossed up to include the 1% County Tax Collector fee, 1% County Property Appraiser fee, and 4% discount for early payment of taxes.
To ensure that each residential unit is assessed no more than their pro-rata amount of the annual non- ad valorem assessments shown herein on Table F, the District will be required to perform a “True- Up” analysis, which requires a computation at the time of submission of each plat or re-plat to determine the potential remaining Equivalent Residential Units (ERU). The District shall, at the time a plat or re-plat is submitted to the County:

Assume that the total number of ERUs, within each parcel, utilized as a basis for this assessment methodology is as described in Table 1 (“Total ERUs).
Ascertain the number of assessable ERUs, within each parcel, in the proposed plat or re- plat and all prior plats (“Planned ERUs”).
Ascertain the current amount of potential remaining ERUs within each Parcel that has not yet been platted (“Remaining ERUs”).

If the Planned ERUs are equal to the Total ERUs, no action would be required at that time. However, if the sum of the Planned ERUs and the Remaining ERUs are less than the Total ERUs, the applicable landowner will be obligated by the District to remit to the District an amount of money sufficient to enable the District to retire an amount of Bonds, plus accrued interest, such that the amount of non-ad

valorem assessments allocated to each Planned ERU does not exceed the amount of debt service that would have been allocated thereto, had the total number of Planned ERUs not changed from what is represented in Table 1. Conversely, if the Planned ERUs is greater than the Total ERUs, then there will be a pro-rata decrease in the annual non-ad valorem assessments to all of the benefited properties.

All assessments levied run with the land. A determination of a true-up payment shall be based on the terms and provisions of this Master Report, the applicable supplemental methodology report and the applicable assessment resolutions. It is the responsibility of the landowner of record (other than end- users unaffiliated with the Landowner) to make any required true-up payments that are due. The District will not release any liens on the property for which true-up payments are due until provision for such payment has been satisfied.
PRELIMINARY ASSESSMENT ROLL
When fully developed, the current site plan for the District will include the land uses in Table 1.
ADDITIONAL STIPULATIONS
Certain financing, development, and engineering data was provided by members of District staff, consultants and/or the Landowner. The allocation methodology described herein was based on information provided by those professionals. Special District Services, Inc. makes no representations regarding said information beyond restatement of the factual information necessary for compilation of this report.

Special District Services, Inc. does not represent the Antillia Community Development District as a Municipal Advisor or Securities Broker nor is Special District Services, Inc. registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, Special District Services, Inc. does not provide the Antillia Community Development District with financial advisory services or offer investment advice in any form.

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

TABLE A PROJECT COST ESTIMATES
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

TOTAL

LAKE EXCAVATION	$	4,123,182	
		
ROADWAY	$	1,777,505	
		
STORMWATER MANAGEMENT SYSTEM	$	1,960,000	

ON-SITE LAKE PROPERTY ACQUISITION (TRACTS B
& D)	$	1,342,645	
		
WATER MAIN DISTRIBUTION SYSTEM	$	1,855,000	
		
WASTEWATER COLLECTION SYSTEM	$	2,265,000	
		
PUMP STATION & TRANSMISSION SYSTEM	$	570,000	
		
HARDSCAPE, LANDSCAPE & IRRIGATION	$	1,688,857	
		
STREET LIGHTING & ELECTRICAL CONDUITS	$	225,000	
		
MD-WASD WATER & SEWER IMPACT FEES	$	649,336	
		
PROFESSIONAL CONSULTANT SERVICES	$	250,000	
		
CONTINGENCY COSTS	$	1,670,652	
		
TOTAL	$	18,377,177	

TABLE B BOND SIZING
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

BOND SIZING

Par Amount*	$	22,000,000	*	
				
Debt Service Reserve Fund (DSRF)	$	(1,862,767)		
				
Capitalized Interest	$	(825,000)		
				
Issuance Costs	$	(935,056)		
				
Construction Funds	$	18,377,177		
				
Bond Interest Rate		7.50%		
				
Principal Amortization Period (Years)		30		

*Subject to change at final bond pricing				

TABLE C ALLOCATION OF PROJECT COSTS
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

Product	Number of Units
by Type	
ERU Factor*	Total ERUs*	Project Cost Allocation Per Type	Project Cost Allocation Per
Unit*	
VILLA	422	1.00	422.00	$	13,774,722	$	32,642	
TOWNHOMES	141	1.00	141.00	$	4,602,455	$	32,642	
TOTAL	563	N/A	563.00	$	18,377,177	N/A	
*Rounded

TABLE D ALLOCATION OF BOND DEBT
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

Product	Number of Units
by Type	
ERU Factor*	Total ERUs*	Bond Debt Allocation Per Unit
Type*	Bond Debt Allocation Per
Unit*	
VILLA	422	1.00	422.00	$	16,490,231	$	39,076	
TOWNHOMES	141	1.00	141.00	$	5,509,769	$	39,076	
TOTAL	563	N/A	563.00	$	22,000,000	N/A	
*Rounded

TABLE E

CALCULATION OF ANNUAL DEBT SERVICE

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

2024 Series
Bond Debt

1  Maximum Annual Debt Service	$	1,862,767.19		
			
2  Maximum Annual Debt Service Assessment to be Collected	$	1,981,667.22	*	
			
3  Total Number of Gross Acres	44.21		
			
4  Maximum Annual Debt Service per Gross Acre	$44,823.96		
			
5  Total Number of Residential Units Planned	563		
			
6  Maximum Annual Debt Service per Unit Type	See Table F		

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

TABLE F

ALLOCATION OF DEBT SERIVCE ASSESSMENTS

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

Product	Number of Units	by Type	
ERU Factor*	
Total ERUs*	**Maximum Annual Debt Assessment Per Unit Type*	**Maximum Annual Debt Assessment Per Unit*	
VILLA	422	1.00	422.00	$	1,485,370	$	3,520	
TOWNHOMES	141	1.00	141.00	$	496,297	$	3,520	
TOTAL	563	N/A	563.00	$	1,981,667	N/A	

Folio ID#'s and/or Parcel Plat Description	Developable Acreage by Parcel	**Maximum Annual Debt Assessment Per Acre*	
Par Debt Per Acre	
Total Par Debt	
See Exhibit A	44.21	$	44,823.96	$	497,624.97	$	22,000,000	
TOTALS		N/A	N/A	$	22,000,000	
*Rounded
**Grossed up to include 1% collection fee of the County Tax Collector, 1% service fee of the County Property Appraiser and 4% for early payment of taxes.

	ANTILLIA
COMMUNITY DEVELOPMENT DISTRICT	
EXHIBIT A
Pa e 210	
	HSQ GROUP, INC.
Engineers Planners. - Surveyors
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Mllml.F...,,_,l30151116.5,3'1.3e21
c;:2152!,S Le-71'2,1	SITE LOCATION MAP		

Amended and Restated Preliminary First Supplemental Special
Assessment Methodology Report

ANTILLIA
COMMUNITY DEVELOPMENT DISTRICT

April 23, 2024

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

INTRODUCTION
The Antillia Community Development District (the “District”) is a local unit of special-purpose government located in Miami-Dade County, Florida (the “County”). The District was established effective September 11, 2022, by Ordinance No. 22-103 enacted by the Board of County Commissioners of the County to provide for the construction and/or acquisition, financing, long-term administration and management of certain public infrastructure of the Antillia development (the “Development”).
The District contains approximately 44.21 gross acres and is planned for the following land uses:

Table 1 – Proposed Land Uses for the District

Land Use Category	Unit	
Villas	422 Dwelling units	
Townhomes	141 Dwelling units	
TOTAL	563 Dwelling units	

This Preliminary First Supplemental Special Assessment Methodology Report dated April 23, 2024 (the “First Supplemental Report”), prepared by Special District Services, Inc. sets forth the allocation of special assessments as it relates to the sale and issuance of special assessment bonds (“Series 2024 Bonds”) for financing a portion of the public infrastructure and will equitably allocate the costs being incurred by the District to provide the direct and special benefits of the Project (defined herein) to the assessable lands in the District as identified herein on Exhibit “A”. The public improvements to be constructed or acquired by the District (the “Project”) are described below and in the Master Engineer’s Report dated October 13, 2022 with a revised date of February 6, 2024 as amended and supplemented (the “Engineer’s Report”), prepared by HSQ Group, LLC (the “District’s Engineer”).

PROJECTS TO BE FUNDED BY THE DISTRICT
The Project is comprised of an interrelated system of public infrastructure improvements which will serve and directly and specially benefit all assessable lands within the District. The public improvements comprising the Project will serve all assessable lands within the District and the improvements will be interrelated such that they will reinforce one another. The total cost of the Project is currently estimated to be $18,377,177. A detail of the estimated Project costs for the development is included herein on Table A. The Series 2024 Bonds will be repaid through the levy of non-ad valorem special assessments (the “Series 2024 Special Assessments”) on all assessable property within the District. The Project has been designed to be functional and confer direct and special benefits to the landowners within the District. Any portion of the Project not financed through the issuance of the Series 2024 Bonds will be paid for by CRE-KL Antillia Owner LLC, or its successors or assigns (herein the “Developer”).
Construction and/or acquisition and maintenance obligations for the District’s proposed infrastructure improvements constituting the Project are described in the Engineer’s Report.

The construction costs for the Project identified in this First Supplemental Report were provided by the District Engineer. Special District Services, Inc., as District Manager, makes no representation regarding the accuracy or validity of those costs and did not undertake any analysis or verification regarding such costs.
FUNDING OF IMPROVEMENTS
To defray the costs of construction or acquisition, of all or a portion of the Project, the District will impose the Series 2024 Special Assessments on benefited real property within the District. These assessments are based on the direct and special and peculiar benefits accruing to such property from the public improvements comprising the Project. The use of non-ad valorem special assessments has an advantage in that the properties that receive the direct and special benefits from the Project are the only properties that are obligated to pay for those facilities and services. Without these improvements, development of the property would not be possible.
In summary, special assessments may be levied: (1) for facilities which provide direct and special benefits to property within the District as distinct from general benefits, (2) only against property which receives that direct and special benefit, (3) in proportion to the benefits received by the properties; and (4) according to fair and reasonable methods that the governing body of the jurisdiction determines. The special assessments placed upon various benefited properties in the District must be sufficient to cover the debt service of the Series 2024 Bonds that will be issued for financing all or a portion of the Project.
Until all the land within the District has been platted and sold, the Series 2024 Special Assessments on the portion of land that has not been platted and sold are not fixed and determinable. The reasons for this are (1) until the lands are platted, the number of developable acres within each tract against which the assessments are levied is not determined; (2) the lands are subject to re-plat, which may result in changes in development density and product type; and (3) until the lands are sold it is unclear of the timing of the absorptions. Only after the property has been platted will the developable acreage be determined, the final plat be certain, the development density known and the product types confirmed.

ALLOCATION OF BENEFIT AND ASSESSMENTS
In developing the methodology used for special assessments in the District, two interrelated factors were used:
Allocation of Benefit: Each parcel of land, lot and/or unit within the District benefits from the construction and financing of the proposed improvements.
Allocation of Cost/Debt: The Series 2024 Special Assessmentsimposed on each parcel of land, lot and/or unit within the District cannot exceed the value of the benefits provided to such parcel of land, lot and/or unit.
The planned improvements comprising the Project is an integrated system of facilities designed to provide benefits to the assessable property within the District as a whole. The Project is intended to work as a total system which will provide direct and special benefits for each unit type. The fair and reasonable method of allocating the benefit to each planned residential unit has been accomplished by

assigning an equivalent residential unit (“ERU”) to each townhome and villa unit.1 It has been determined that the townhome units and villa units receive the same benefits from the Project and therefore, for the purpose of this First Supplemental Report each townhome/villa unit will be assigned one (1.00) ERU.
Given the District’s approved land use plan and the type of infrastructure to be funded by the proposed Series 2024 Special Assessments, this method results in a fair allocation of benefits and an equitable allocation of costs for the Project. The special benefit received and applied to each parcel and/or residential dwelling unit/lot as a result of the construction of public infrastructure improvements will equal or exceed the cost of such units allocated to each parcel and/or unit/lot. However, if the future platting results in changes in land use or proportion of benefit per acre and/or unit type, this allocation methodology may not be applicable and it may be necessary for the District to revise the allocation methodology.
REAL PROPERTY CONTRIBUTION

The Series 2024 Special Assessments are expected to be ultimately assigned to the units shown on Table C using target annual assessments provided by the Developer, and at an amount significantly less than the master assessment lien. As allocated, the Series 2024 Assessments are consistent with the Master Report, and are fairly and reasonably allocated across all benefitted properties. The District will recognize in-kind contributions of infrastructure or payment in the amount of approximately
$2,182,998 as an assessment credit as specified in Table D, in order to reduce the master assessment lien on 146 lots to reach target assessment levels.
COLLECTION OF SPECIAL ASSESSMENTS
The proposed Series 2024 Special Assessments for the District are planned to be collected through the Uniform Method of Collection described in Chapter 197, Section 197.3632; Florida Statutes (“F.S.”) for platted lots, or any other legal means available to the District.
Since there are costs associated with the collection of the Series 2024 Special Assessments (whether by uniform method of collection as authorized under Section 197.3632, F.S., or other methods allowed by Florida law), these costs must also be included in the special assessment levy. These costs generally include the 1% collection fee of the County Tax Collector, a 1% service fee of the County Property Appraiser and a 4% discount for early payment of taxes. These additional costs may be reflected by dividing the annual debt service and maintenance assessment amounts by a factor of 0.94. In the event the special assessments are direct billed, then, the collection costs and discounts may not apply.
FINANCING STRUCTURE
The cost of the Project will be approximately $18,377,177. The construction program and the costs associated therewith are identified herein on Table A.

All, or a portion of the capital improvements comprising the Project will be financed by the Series 2024 Bonds, which will be payable from and secured by special assessments levied annually on all assessable properties/lots/units in the District. The Series 2024 Bonds are being issued to finance a portion of the Project. The expected principal amount of the 2024 Bonds to be issued to finance the Project is

1 The Declaration of Restrictive Covenants recorded on October 7, 2022 in the Official Public Records of Miami Dade County, Florida, provides for debt assessments for townhome units. These debt assessments are the same for villa units as described in this First Supplemental Report.

$17,085,0002. The expected net proceeds of the 2024 Bonds will provide $15,302,0932 for construction and/or acquisition related costs. The sizing of the Series 2024 Bonds includes a debt service reserve fund, issuance costs and underwriter’s discount as shown herein on Table B.
MODIFICATIONS, REVISIONS AND TRUE-UP MECHANISIM
Allocation of costs and benefits, shown herein on Table C and Table D, for the infrastructure improvements financed by the District for the 2024 Project (estimated at $18,377,177) is initially based on the number of dwelling units (563) projected to be developed within the District and benefited by the infrastructure improvements comprising the Project. Based on the estimated Series 2024 Bond size of
$17,085,0002, at an estimated interest rate of 6.00%, the maximum annual debt service for the Series 2024 Bonds as shown herein on Table E, will be $1,241,206.652, which has not been grossed up to include the 1% County Tax Collector fee, 1% County Property Appraiser fee, and 4% discount for early payment of taxes.

To ensure that each residential dwelling unit is assessed no more than their pro-rata amount of the maximum annual debt service shown herein on Table E, the District will be required to perform a “true-up” analysis, which requires a computation at the time of submission of each plat or re-plat to determine the potential remaining assessable dwelling units in the District. The District shall, at the time a plat or re-plat within the District is submitted to the County:

Assume that the total number of assessable residential units being utilized as a basis for this assessment methodology is as described below, Table 2 (“Total Assessable Lots/Units”).
Table 2 – Total Assessable Lots/Units for the District

Land Use Category	Unit	
VILLAS	422 Dwelling Units	
TOWNHOMES	141 Dwelling Units	
TOTAL	563	
Ascertain the number of assessable residential dwelling units in the proposed plat or re- plat and all prior plats (“Planned Assessable Units”).

Ascertain the current amount of potential remaining assessable dwelling units (“Remaining Assessable Units”).

If the Planned Assessable Lots/Units are equal to the Total Assessable Lots/Units no action would be required at that time. However, if the sum of the Planned Assessable Lots/Units and the Remaining Assessable Lots/Units are less than an estimated number reflected in Table 2, the Developer will be obligated to remit to the District an amount of money sufficient to enable the District to retire an amount of Series 2024 Bonds plus accrued interest such that the amount of the Series 2024 Special Assessments allocated to each Planned Assessable Lot does not exceed the amount of debt service that would have been allocated thereto had the total number of Planned Assessable Lots/Units and Remaining

2 Preliminary, subject to change

Assessable Lots/Units not changed from what is represented in Table 2. Conversely, if the Planned Assessable Lots/Units and Remaining Assessable Lots/Units of the residential lots/units is greater than the Total Assessable Lots/Units, then, there will be a pro-rata decrease in the annual Series 2024 Special Assessments to all of the benefited properties.

All assessments levied run with the land. In the event of a plat or replat, a determination of a true-up payment shall be based on the terms and provisions of a true-up agreement entered into between the District and the applicable landowner. It is the responsibility of the landowner of record to make any required true-up payments that are due. The District will not release any liens on the property for which true-up payments are due until provision for such payment has been satisfied. In the event that additional land not currently subject to the assessments is developed in such a manner as to receive special benefit from the Project described herein, it will be necessary for this assessment methodology to be re-applied to include such parcels. The additional land will, as a result of re-applying this allocation methodology, then be allocated an appropriate share of the special assessments while all currently assessed parcels will receive a relative reduction in their assessments.
PRELIMINARY ASSESSMENT ROLL
As of the date of this First Supplemental Report, the Development is undergoing plat approval for 563 residential dwelling units as identified herein on Table E and Table F.

Assessable lands within the District consist of 44.21+/- acres as described in Exhibit “A” attached hereto and as outlined herein on Table F. The par amount of Series 2024 Bonds to be issued by the District to pay for the 2024 Project will be approximately $17,085,000. For the purpose of this First Supplemental Report it is expected that each gross acre will be assigned approximately $29,867.28 of par Bond debt assessment as described herein on Table F prior to platting. Prior to final plat approval the assessments levied against the lands/lots within the District will be apportioned on a gross acre basis. As platting occurs the special assessments will be assigned to the 563 townhome/villa units in accordance with the methodology set forth in this First Supplemental Report on a first platted, first assigned basis. When fully developed the District will contain a total of 563 dwelling units as identified herein on Tables C, D and F.
ADDITIONAL STIPULATIONS
Certain financing, development, and engineering data was provided by members of District staff, consultants and/or the Developer. The allocation methodology described herein was based on information provided by those professionals. Special District Services, Inc. makes no representations regarding said information beyond restatement of the factual information necessary for compilation of this report.

Special District Services, Inc. does not represent the Antillia Community Development District as a Municipal Advisor or Securities Broker nor is Special District Services, Inc. registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, Special District Services, Inc. does not provide the Antillia Community Development District with financial advisory services or offer investment advice in any form.

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

TABLE A PROJECT COST ESTIMATES
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

TOTAL

LAKE EXCAVATION & EARTHWORK	$	4,123,182	
		
ROADWAY	$	1,777,505	
		
STORMWATER MANAGEMENT SYSTEM	$	1,960,000	

ON-SITE LAKE PROPERTY ACQUISITION (TRACTS B
& D)	$	1,342,645	
		
WATER MAIN DISTRIBUTION SYSTEM	$	1,855,000	
		
WASTEWATER COLLECTION SYSTEM	$	2,265,000	
		
PUMP STATION & TRANSMISSION SYSTEM	$	570,000	
		
HARDSCAPE, LANDSCAPE & IRRIGATION	$	1,688,857	
		
STREET LIGHTING & ELECTRICAL CONDUITS	$	225,000	
		
MD-WASD WATER & SEWER IMPACT FEES	$	649,336	
		
PROFESSIONAL CONSULTANT SERVICES	$	250,000	
		
CONTINGENCY COSTS	$	1,670,652	
		
TOTAL	$	18,377,177	

TABLE B BOND SIZING
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

BOND SIZING

Par Amount*	$	17,085,000	*	
			
Debt Service Reserve Fund (DSRF)	$	(1,241,207)		
			
Capitalized Interest	$	-		
			
Issuance Costs	$	(541,700)		
			
Construction Funds	$	15,302,093		
			
Bond Interest Rate	6.00%		
			
Principal Amortization Period (Years)	30		

*Subject to change at final bond pricing			

TABLE C ALLOCATION OF PROJECT COSTS
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

Product	Number of Units
by Type	
ERU Factor	Total ERUs	Project Cost Allocation Per Type	Project Cost
Allocation Per Unit*	
VILLAS (Kolter)	344	1.00	344.00	$	11,228,684	$	32,642	
TOWNHOME (Kolter)	73	1.00	73.00	$	2,382,831	$	32,642	
VILLAS (Lennar)	78	1.00	78.00	$	2,546,039	$	32,642	
TOWNHOME (Lennar)	68	1.00	68.00	$	2,219,624	$	32,642	
TOTAL	563	N/A	563.00	$	18,377,177	N/A	
*Rounded

TABLE D ALLOCATION OF BOND DEBT
ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

Product	Number of Units
by Type	
ERU Factor	Total ERUs	Bond Debt Allocation Per Unit
Type*	Bond Debt Allocation Per
Unit*	
VILLAS (Kolter)	344	1.00	344.00	$	11,772,986	$	34,224	
TOWNHOME (Kolter)	73	1.00	73.00	$	2,498,337	$	34,224	
VILLAS (Lennar)	78	1.00	78.00	$	1,503,197	$	19,272	
TOWNHOME (Lennar)	68	1.00	68.00	$	1,310,479	$	19,272	
DEVELOPER CONTRIBUTION (LENNAR)**	N/A	N/A	N/A	$	2,182,998	N/A	
TOTAL	563	N/A	563.00	$	19,267,998	N/A	
*Rounded
**Total Bond Debt inlcudes $2,182,998 contribution by Lennar.

TABLE E

CALCULATION OF ANNUAL DEBT SERVICE

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

2024 Series
Bond Debt

1  Maximum Annual Debt Service	$	1,241,206.65		
			
2  Maximum Annual Debt Service Assessment to be Collected	$	1,320,432.61	*	
			
3  Total Number of Gross Acres	44.21		
			
4  Maximum Annual Debt Service per Gross Acre	$29,867.28		
			
5  Total Number of Residential Units Planned	563		
			
6  Maximum Annual Debt Service per Unit Type	See Table F		

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

TABLE F

ALLOCATION OF DEBT SERVICE ASSESSMENTS

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

Product	Number of Units	by Type	
ERU Factor	
Total ERUs	**Maximum Annual Debt Assessment Per
Unit Type*	**Maximum Annual Debt Assessment Per
Unit*	
VILLAS (Kolter)	344	1.00	344.00	$	909,897	$	2,645	
TOWNHOME (Kolter)	73	1.00	73.00	$	193,089	$	2,645	
VILLAS (Lennar)*	78	1.00	78.00	$	116,170	$	1,489	
TOWNHOME (Lennar)*	68	1.00	68.00	$	101,277	$	1,489	
TOTAL	563	N/A	563.00	$	1,320,433	N/A	
*Assessment Levels post developer contribution of $14,952 per lot for a total of $2,182,998.

Folio ID#'s and/or Parcel Plat Description	Developable Acreage by Parcel	**Maximum Annual Debt Assessment Per
Acre*	
Par Debt Per Acre	
Total Par Debt***	
See Exhibit A	44.21	$	29,867.28	$	386,451.03	$	17,085,000	
TOTALS		N/A	N/A	$	17,085,000	
*Rounded
**Grossed up to include 1% collection fee of the County Tax Collector, 1% County Property Appraiser fee and 4% for early payment of taxes.
***Subject to change at final bond pricing

	ANTILLIA
COMMUNITY DEVELOPMENT DISTRICT	
EXHIBIT A
Pa e 223	
	HSQ GROUP, INC.
Engineers Planners. - Surveyors
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Mllml.F...,,_,l30151116.5,3'1.3e21
c;:2152!,S Le-71'2,1	SITE LOCATION MAP		

FACILITIES MANAGEMENT AGREEMENT

THIS FACILITIES MANAGEMENT AGREEMENT (“Agreement”) is made and entered into this 	
day of 	, 20	by and between:

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and whose mailing address is c/o Special District Services, Inc., 2501A Burns Road, Palm Beach Gardens, Florida 33410 (“District”); and

FIRSTSERVICE RESIDENTIAL FLORIDA, INC., a Florida corporation, and whose mailing address is 2950 N. 28th Terrace, Hollywood, Florida 33020 (“Facilities Manager”).
RECITALS

WHEREAS, the District is a local unit of special-purpose government established pursuant Chapter 190, Florida Statutes (“Act”); and

WHEREAS, pursuant to the Act, the District is authorized to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge and extend, equip, operate, and maintain systems, Facilities and infrastructure in conjunction with the development of lands within the District; and

WHEREAS, the District presently owns and is continuing to construct and/or acquire various systems, Facilities and infrastructure (“Facilities”) located within the District; and

WHEREAS, the District operates and maintains the Facilities and desires to retain an independent Facilities Manager to provide for field operations management for the Facilities; and

WHEREAS, for ease of administration, potential cost savings to property owners and residents, and the benefits of on-site inspection, operation and maintenance personnel, the District desires to contract with the Facilities Manager to manage the operation and maintenance of the Facilities.

NOW, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:
RECITALS. The recitals so stated are true and correct and by this reference are incorporated into and form a material part of this Agreement.

SERVICES. The Facilities Manager shall provide the “Services” to the District; and for the District’s Facilities, which are within boundaries of the District, which are generally located at Northeast corner of Southwest 360th Street and 180th Avenue, Florida City, FL 33034 in unincorporated Miami-Dade County, Florida; and pursuant to this Agreement; and as set forth in Exhibit A. All persons performing the Services will be employees of the Facilities Manager. Facilities Manager and the District each acknowledge and agree that persons performing Services pursuant to this Agreement are not employees of the District under the meaning or application of any Federal or State Unemployment or Insurance Laws or otherwise.

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In addition to the Services described above, or in any addendum executed between the parties, the District may, from time to time, require additional services from the Facilities Manager. Any services not specifically provided for in the scope of services, or necessary to carry out the services as described herein, as well as any changes in the scope requested by the District, will be considered “Additional Services.” If any Additional Services are required or requested, the Facilities Manager will provide a detailed description of these services and fees for such services to the District for approval prior to beginning any Additional Services. The Facilities Manager shall undertake the Additional Services after the District has issued its written approval of the description and fees for such services to the Facilities Manager.

TERM. The Services as provided in this Agreement shall commence upon the District providing a written notice of commencement to the Facilities Manager (“Effective Date”), and shall continue through September 30 in the year in which the Agreement becomes effective. This Agreement shall automatically renew thereafter for one-year periods beginning October 1, unless terminated pursuant to its terms. The Facilities Manager acknowledges that the prices of this Agreement are firm and that the Facilities Manager may change the prices only with the District’s written consent. All prior agreements between the parties with respect to the subject matter of this Agreement are terminated upon the execution of this Agreement.
FEES AND EXPENSES; PAYMENT TERMS.

FEES AND EXPENSES.
The District shall pay the Facilities Manager for the Services provided under the terms of this Agreement in accordance with the schedule of fees in Exhibit B. For purposes of the Facilities Manager’s compensation for Services provided pursuant to this Agreement, the District shall compensate the Facilities Manager only for those Services provided under the terms of this Agreement. Unless otherwise specified by this Agreement, the Facilities Manager will invoice the District for the Services as soon as may be practicable bi-weekly in the amounts set forth in Exhibit B. The fees for those Services which are not being requested at the time this Agreement is approved will be provided to the District at such time as those Services are required.

The District agrees to pay Facilities Manager in an amount equal to all Facilities Manager’s costs directly related to the personnel of the Facilities Manager providing the services at the amenity Facilities including: wages, benefits, applicable payroll-related tax withholdings, workers’ compensation, payroll administration and processing, fees for background checks and drug testing, as set forth in Exhibit B.

To the extent expressly included in Exhibit B, and upon the execution of this Agreement, the District will provide a one-time payroll deposit to the Facilities Manager for use in paying salaries and related costs for personnel assigned and providing services to the District. This payroll deposit is defined as one month of maximum total services costs, as set forth in Exhibit B.
Fees for the Services in this Agreement may be negotiated annually by

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the parties. Any amendment to Services fees must comply with the amendment procedure in this Agreement and must be reflected in the adopted General Fund Budget of the District. The District’s adoption of the General Fund Budget shall not constitute the District’s consent for payment of any such fees or expenses.
In the event the District authorizes a change in the scope of services requested, Facilities Manager shall submit, in writing to the District, a request for a fee amendment corresponding to the change in services being requested, if it has not already done so. Any change in the scope of requested services and the corresponding fee amendment shall comply with the amendment procedure in this Agreement. Such amendment must be validly executed by the parties before Facilities Manager is authorized to begin providing services pursuant to the change in scope and the revised fees are adopted.

For the purposes of this Agreement, an out-of-pocket expense is an unexpected expense that the Facilities Manager or one of its subcontractors, if applicable, incurs during the performance of the Services, as provided in this Agreement. Such out- of-pocket expenses are included in the fees shown in Exhibit B. Out-of-pocket expenses incurred in connection with the performance of Additional Services will be subject to reimbursement at cost. These expenses include, but are not limited to, airfare, mileage, transportation/parking, lodging, postage, copies, and binding.

Fees for Services to be billed on an hourly basis will be billed at the Facilities Manager’s current hourly rates at the time of the execution of this Agreement, as set forth in Exhibit B. The hourly rate for the Services may be amended from time to time pursuant to the amendment procedure in this Agreement and in advance of such proposed change. Facilities Manager’s current hourly rates are shown in Exhibit B to this Agreement. Any proposed change shall indicate the new hourly fee for such Services.
PAYMENT TERMS.

Services. All Services will be billed bi-weekly pursuant to the schedule shown in Exhibit B. All payments shall be subject to the Prompt Payment Act, Chapter 218.70, et seq., Florida Statutes. Pursuant to Section 218.74(2), Florida Statutes, all invoices will be due and payable forty-five (45) days from the date specified in Section 218.73, Florida Statutes.
Additional Services. Unless otherwise stated in a separate amendment for Additional Services, Additional Services authorized under Section 2 will be billed monthly on an hourly basis for the hours incurred at the Facilities Manager’s current hourly rate as shown in Exhibit B.

Out-of-Pocket Expenses. Out-of-pocket expenses of the Facilities Manager will be billed monthly as incurred.
The Facilities Manager shall have the right to suspend services being provided as outlined in this Agreement if the District fails to pay Facilities Manager’s

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invoices in a timely manner, as provided by the Prompt Payment Act, Section 218.70 Florida Statutes. Facilities Manager shall notify the District, in writing, at least ten (10) days prior to suspending services.
The payment of fees and expenses, as outlined in this Agreement, are not contingent upon any circumstance not specifically outlined in this Agreement.

PROTECTION OF PROPERTY. The Facilities Manager and its officers, supervisors, staff, and employees shall use due care to not damage the property of the District, its residents, and landowners from damage. The Facilities Manager agrees to take steps to repair any damage resulting from the Facilities Manager’s activities and work pursuant to the Agreement, and within a reasonable period of time, taking into account the nature of the repair.

DISTRICT RESPONSIBILITIES. The District shall provide for the timely services of its district manager, legal counsel, engineer, and any other Facilities Managers, Facilities Managers, or employees, as required, for the Facilities Manager to perform the duties outlined in this Agreement. Expenses incurred in providing this support shall be the sole responsibility of the District unless specified herein.
LIMITATIONS OF RESPONSIBILITIES. To the extent not referenced herein, Facilities Manager shall not be responsible for the acts or omissions of any other Facilities Manager or any of its subcontractors, suppliers, or of any other individual or entity performing services as part of this Agreement which are not under the control of the Facilities Manager. Facilities Manager shall not be liable for any damage that occurs from Acts of God, which are defined as those caused by windstorm, hail, fire, flood, hurricane, freezing, or other similar occurrences of nature.
TERMINATION. Either party may terminate this Agreement with or without cause upon thirty days written notice to the other Party. Upon any termination, Facilities Manager will be entitled to the total amount of compensation pursuant to the terms of this Agreement, but only for services rendered through the termination date, and subject to any off-sets that the District may have. Facilities 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.

INDEMNIFICATION.
DISTRICT INDEMNIFICATION. To the extent allowable under applicable law (and only to the extent of the limitations of liability, including the monetary limits, set forth in Section 768.28, Florida Statutes), and except and to the extent caused by the negligent or reckless and/or willful misconduct of the Facilities Manager, the District agrees to indemnify, defend, and hold harmless the Facilities 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 Facilities Manager may hereafter incur, become responsible for, or be caused to pay out arising out of or relating to the negligent or intentionally wrongful acts or omissions of the District. Nothing in this Agreement shall serve as or be construed as a waiver by the District of any defense of sovereign immunity or the limitations on liability contained in Section 768.28, Florida Statutes, or any other law, including to the extent that the Facilities Manager may be

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deemed to be an agent of the District. The indemnification provided for herein shall not be deemed exclusive of any other rights to which the Facilities Manager may be entitled and shall continue after the Facilities Manager has ceased to be engaged under this Agreement.
FACILITIES MANAGER INDEMNIFICATION. The Facilities Manager agrees to indemnify, defend, and hold harmless the District and its officers, directors, 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 District may hereafter incur, become responsible for, or be caused to pay out arising out of or relating to the negligent, reckless, and/or intentionally wrongful acts or omissions of the Facilities 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 Facilities Manager has ceased to be engaged under this Agreement.

Indemnification obligations under this Agreement shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorney fees, and paralegal fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings) as ordered.

SOVEREIGN IMMUNITY. Nothing in this Agreement shall be construed to limit the District’s sovereign immunity limitations of liability as provided in Section 768.28, Florida Statutes, or other applicable law.
INSURANCE. The District shall provide and maintain Public Official Liability and General Liability insurance policies, each in an amount not less than One Million Dollars ($1,000,000.00) throughout the term of this Agreement. The Facilities Manager shall provide and maintain insurance coverage at all times throughout the term of this Agreement, in the greater of the amounts set forth in either Exhibit E or as follows:

Worker’s Compensation Insurance in accordance with the laws of the State of Florida.
General Liability Insurance with the limit of One Million Dollars ($1,000,000.00) per each occurrence.

Professional Liability Insurance with limit of no less than One Million Dollars ($1,000,000.00) per each occurrence.

Employment Practices Liability Insurance with limit of Two Million Dollars ($2,000,000.00) per each occurrence.

Comprehensive Automobile Liability Insurance for all vehicles used by the Facilities Manager’s staff, whether owned or hired, with a combined single limit of One Million Dollars ($1,000,000.00).

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Commercial Crime insurance with limit of Two Million Dollars ($2,000,000.00) per each occurrence.

Except with respect to Professional Liability and Worker’s Compensation insurance policies, the District and its officers, supervisors, staff, and employees will be listed as additional insureds on each insurance policy described above. None of the policies above may be canceled during the term of this Agreement (or otherwise cause the District to not be named as an additional insured where applicable) without thirty (30) days written notice to the District. Facilities Manager will furnish the District with a Certificate of Insurance evidencing compliance with this section upon request. Insurance should be from a reputable insurance carrier, licensed to conduct business in the State of Florida.
COMPLIANCE WITH PUBLIC RECORDS LAWS. Facilities Manager understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Facilities Manager agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Facilities Manager acknowledges that the designated public records custodian for the District is Special District Services, Inc. (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Facilities Manager shall 1) keep and maintain public records required by the District to perform the service; 2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 3) ensure that public records which are exempt or confidential and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the Agreement term and following the Agreement term if the Facilities Manager does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the Agreement, transfer to the District, at no cost, all public records in Facilities Manager’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 Facilities Manager, the Facilities Manager shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE FACILITIES MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE FACILITIES MANAGER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (768) 347-2711 EXT. 2011, OR BY EMAIL AT GPEREZ@SDSINC.ORG, OR BY REGULAR MAIL AT 2501 BURNS ROAD, SUITE A, PALM BEACH GARDENS, FLORIDA 33410.
NOTICES. All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties at the addresses first set forth above. 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

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Government shall not be regarded as business days. Counsel for the District and counsel for the Facilities Manager may deliver Notice on behalf of the District and the Facilities Manager, respectively. 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.
AMENDMENT. Amendments to, and waivers of, the provisions contained in this Agreement may be made only by an instrument in writing that is executed by both the District and the Facilities Manager.

ASSIGNMENT. Except as provided in this section, neither the District nor the Facilities Manager may assign this Agreement or any monies to become due hereunder without the prior written approval of the other. Any assignment attempted to be made by the Facilities Manager or the District without the prior written approval of the other party is void.
CONTROLLING LAW. Agreement shall be interpreted in accordance with and shall be governed by the laws of the State of Florida. Venue for all proceedings shall be in the County in which the District is located.

HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

MERGER PROVISION. This instrument, together with its exhibits, shall constitute the final and complete expression of this Agreement between the District and the Facilities Manager relating to the subject matter of this Agreement. To the extent of any conflict between this instrument and the exhibits, this instrument shall control.
DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A default by either
the District or the Facilities Manager 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. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Nothing contained in this Agreement shall limit or impair the District’s right to protect its rights from interference by a third party to this Agreement.
ATTORNEY’S FEES. In the event either party is required to take any action to enforce this Agreement, the prevailing party shall be entitled to attorney’s fees and costs, including fees and costs incurred in determining entitlement to and reasonableness of such fees and costs.

THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Facilities Manager and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person or corporation other than the District and the Facilities Manager any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Facilities Manager and their respective representatives, successors, and assigns.

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COMPLIANCE WITH GOVERNMENTAL REGULATION. The Facilities Manager shall keep, observe, and perform all requirements of applicable local, State, and Federal laws, rules, regulations, and ordinances.
ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Facilities Manager as an arm’s length transaction. The District and the Facilities Manager 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 deemed to have drafted, chosen, and selected the language, and any doubtful language will not be interpreted or construed against any party.

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.
EXPENSES RELATED TO FACILITY. All purchases will be in accordance with and subject to the District’s procurement and purchasing policies, Rules of Procedure and subject to all requirements for District procurement and purchases imposed by Florida law.

FACILITY REVENUE. The Facilities Manager will remit any gross revenue derived from income generating services and programs to the District on a monthly basis, which revenue will be used to defray the operations and maintenance costs of the amenity Facilities. The Facilities Manager shall keep close accounting of all revenue and expenditures.
NON-COMPETITION. The District agrees for a period of one (1) year, from the termination or expiration of this Agreement, not to directly or indirectly solicit, employ, or Agreement with any individual employed by the Facilities Manager in a managerial position at the amenity Facilities.

E-VERIFY. The Facilities Manager, on behalf of itself and its subcontractors, hereby warrants compliance with all federal immigration laws and regulations applicable to their employees. The Facilities Manager further agrees that the District is a public employer subject to the E-Verify requirements provided in Section 448.095, Florida Statutes, and that such provisions are applicable to this Agreement, including, but not limited to registration with and use of the E-Verify system. The Facilities Manager shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, to the extent required by Florida Statute, the Facilities Manager 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 Facilities Manager has knowingly violated Section 448.09(1), Florida Statutes. By entering into this Agreement, the Facilities Manager represents that no public employer has terminated a contract with the Facilities Manager under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

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

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NO CONSTRUCTION AGAINST DRAFTING PARTY. Each party to this Agreement expressly recognizes that this Agreement results from a negotiation process in which each party was represented or had the opportunity to be represented by counsel, and contributed to the drafting of this Agreement. No legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation, or otherwise accrue to the benefit of any party to this Agreement, and each party expressly waives the right to assert such a presumption in any proceeding or dispute connected with, arising out of, or involving this Agreement.
EFFECTIVE DATE. This Agreement shall become effective upon execution by both the District and the Facilities Manager, and shall remain effective until terminated by either the District or the Facilities Manager in accordance with the provisions of this Agreement.

SCRUTINIZED COMPANY CERTIFICATION. Facilities Manager hereby certifies that as of the date below Facilities Manager is not listed on a Scrutinized Companies list created pursuant to 215.4725, 215.473, or 287.135, Florida Statutes. Pursuant to 287.135, Florida Statutes Facilities Manager further certifies that:
Facilities Manager is not participating in a boycott of Israel such that is not refusing to deal, terminating business activities, or taking other actions to limit commercial relations with Israel, or persons or entities doing business in Israel or in Israeli-controlled territories, in a discriminatory manner.
Facilities Manager does not appear on the Scrutinized Companies with Activities in Sudan List where the State Board of Administration has established the following criteria:
Have a material business relationship with the government of Sudan or a government- created project involving oil related, mineral extraction, or power generation activities, or
Have a material business relationship involving the supply of military equipment, or
Impart minimal benefit to disadvantaged citizens that are typically located in the geographic periphery of Sudan, or
Have been complicit in the genocidal campaign in Darfur.
Facilities Manager does not appear on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List where the State Board of Administration has established the following criteria:
Have a material business relationship with the government of Iran or a government- created project involving oil related or mineral extraction activities, or
Have made material investments with the effect of significantly enhancing Iran‘s petroleum sector.
Facilities Manager is not engaged in business operations in Cuba or Syria.
Facilities Manager acknowledges that this Agreement may be terminated at the option of the District if Facilities Manager is found to have submitted a false certification.
The scrutinized company list is maintained by the State Board of Administration and available at http://www.sbafla.com/

RESPONSIBLE VENDOR DETERMINATION. Facilities Manager is hereby notified that Section 287.05701, Florida Statutes, requires that the District may not request documentation of or consider a contractor’s, vendor’s, or service provider’s social, political, or ideological interests when

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determining if the contractor, vendor, or service provider is a responsible contractor, vendor, or service provider.

Therefore, the Facilities Manager and the District each intend to enter this Agreement, understand the terms set forth herein, and hereby agree to those terms.

FIRSTSERVICE RESIDENTIAL FLORIDA, INC.

By:	 Its:		

ANTILLIA COMMUNITY DEVELOPMENT DISTRICT

By:	 Its:

Exhibit A – Scope of Services Exhibit B – Schedule of Fees Exhibit C – HOA Addendum
Exhibit D – Form of Monthly Report
Exhibit E – Insurance Certificate & Endorsements
Exhibit F – Addendum for FirstService Residential Florida, Inc.

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EXHIBIT A
Scope of Services

The Facilities Manager shall provide the Services, and personnel, identified below with an “X” and described on the following pages:

_ X	 - Field Operations

	- Clubhouse Manager

	- Clubhouse Attendant
	- Maintenance Personnel

	- Event Coordinator

	- Seasonal Pool Attendants

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  X	 (Place “X” if applicable) - FIELD OPERATIONS SERVICES

The Facilities Manager shall provide the District, as part of the Services, with field operations management services for the District’s Facilities, which include:
Landscaping and irrigation systems solely owned and operated by the District
Entrance features
Lake and associated stormwater system

The field operations management services shall include:
Facilitate and assist with obtaining proposals for the maintenance of the Facilities
Coordination and oversight of maintenance services for the Facilities
Coordination with vendors to ensure all maintenance services are in compliance with Agreement specifications
Conduct maintenance inspections of the Facilities (twice a month for all landscaping and irrigation Facilities, monthly inspections for all conservation areas and stormwater ponds and Facilities, and yearly inspections for all other Facilities)
Review invoices from vendors, and make recommendations to District Manager regarding payment of any such invoices
Interface with vendors regarding deficiencies in service or need for additional services
Obtain proposals for maintenance services as requested by the District and provide them to the District Manager
Cause routine repair work or normal maintenance to be performed as may be required for the operation of the Facilities, or as required under applicable government permits
Document, report and coordinate with local law enforcement and other authorities regarding all accidents, vandalism and other unforeseen events that occur on District property
Assist with preparation of operations budget for District Facilities
Promptly respond to and address all landowner requests, concerns and questions
Attend monthly CDD meetings to the extent provided for under the Agreement, and provide a monthly report of District needs related to the Facilities

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	(Place “X” if applicable) – CLUBHOUSE MANAGER

The Facilities Manager shall provide a “Clubhouse Manager,” who will be the onsite representative of the Facilities Manager and responsible for overseeing all personnel along with outside maintenance services, managing resident relations, coordinating with other outside entities as needed, interacting with the District’s Board of Supervisors and District Manager. The Clubhouse Manager shall assist the District with recommending, establishing, implementing, and ensuring compliance with rules, policies and procedures for the Facilities, budgeting accountability, policy recommendations and enforcement, safety/security recommendations, resident satisfaction, and other matters of importance for the efficient and functional operation of Facilities.
Specific duties of the Clubhouse Manager include:

Provide professional management and oversight to perform the Services outlined in this Agreement
Provide the best possible customer service to the residents and guests to maintain a safe and comfortable environment
Ensure an immaculate overall appearance of the Facilities
Inspect District property and Facilities and report any problems to the appropriate vendor
Manage the quality of the District’s activities and amenities to ensure and maintain the appropriate level of services provided by the District
Responsible in maintaining high standards of appearance, cleanliness, and condition of the Facilities
Upon request, attend meetings in person or via phone to provide any updates or address concerns per mutual approval
Attend and participate in District Board of Supervisor Meetings
Be available to any Board Supervisor for open and direct communications regarding any questions they may have
Managing the recruiting, hiring, training, oversight, and evaluation of Facilities Manager personnel
Oversee Facilities Manager personnel and workplace operations to maintain and improve effectiveness and efficiency
Proactively mitigate and manage risk and impact of management and staff turnover
Work with assigned contractors to ensure quality service is provided to the Facilities
Perform periodic/quarterly performance assessments of Facilities Managers who provide work relating to the Facilities and operation thereof
Responsible for day-to-day operations, adhering to District budget, and assist in managing vendor Agreements relating to the clubhouse and other Facilities
Development of standard operation policies and procedures
Full knowledge/awareness of all rules and regulations of the amenities
Responsible for enforcing the District Policies and Rules
Issue and activate access cards for residents and update security system as needed
Monitor the card system
Monitor guest and visitor policies and enforce District Policies and Rules
Process access card purchase requests
Maintain log of all transactions and submit a monthly report to the District Manager

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Handle all resident requests, inquiries, and complaints regarding the Facilities and related operations
Handle after-hours emergency calls
Prepare any incident or accident reports and forward to the District Manager
The Facilities Manager shall immediately notify the District Manager should it discover any issues or concerns that affect the public’s health, safety and welfare and shall immediately address and correct such concerns
Make regular updates to database and website as they relate to the Facilities and related operations
Inform residents of general information, meetings, and Facilities updates
Oversee and prepare Facilities newsletter
Submit a weekly email summary of action items, and any other items of interest, as agreed to by the parties, to the District Manager
Submit a monthly Operations Manager report to the District Manager. Include:
Maintenance actions
Administrative actions
Incidents and issues
Resident Payment Log
Recommendations
Purchase (via Facilities Manager supplied credit card) supplies, consumables, and other items as approved by the District Manager and/or Board of Supervisors (as applicable), and timely review and monthly submission of invoices
Direct purchasing, receiving, storage, issuing and control of maintenance products, supplies, and equipment
Document, organize, and manage warranties, regular maintenance, and inspections for the Facilities as needed (fire inspections, pest control, mechanical systems, security alarms.)
Prepare and obtain quotes for services when directed by the District Manager or Board
Access Facilities’ needs and provide yearly budgetary input
Complete private event rental forms, security deposits, and check-in/out documents
Assist Event Coordinator with creation and implementation of Facilities events and activities
The Clubhouse Manager will also be responsible for staffing the private event rentals if staff is required. The Clubhouse Manager or any other staff member who is brought in to staff a rental that operates beyond normal operating hours will be compensated at their normal hourly rate for each event worked. This cost is to be taken out of the rental fee for the event. This cost is not part of the normal operating budget for staffing.
Prepare and maintain Hurricane Preparedness Plan annually.
Any other duties assigned by District’s Board of Supervisors and/or District Manager as mutually agreed to by the District and Facilities Manager.

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	(Place “X” if applicable) – CLUBHOUSE ATTENDANT

The Clubhouse Attendant shall assist and maintain smooth and effective daily operations of the Facilities. Assist and orient residents in using the amenity Facilities. Assist Clubhouse Manager as needed. Enforce the rules and regulations of the amenity Facilities.
Specific duties of the Clubhouse Attendant include:

Meet and greet new and existing homeowners.
Assist new homeowners with tours and appropriate “Welcome Home” paperwork.
Participate and assist with the operations, special events and activities.
Provide administrative services including, but not limited to, updating resident’s information, key cards, etc.
Perform other routine office procedures to include telephone management, sort/distribute incoming and outgoing mail, copy documents, inventory control of supplies for office equipment, maintenance, cleaning, etc.
Provide administrative support to Facilities intranet.
Assist with maintenance of operations and procedures guidelines, task schedules and productivity logs.
Assist management and team as required.
Assist in resident relations and customer service.
Responsible for opening and closing procedures.
Conduct routine inspections throughout the buildings and outside amenities.
Always maintain a spotless appearance of the amenities.
Assist with event preparation and clean-up.
Take all event reservations, collect monies, and sell tickets for clubhouse events.
Empty all interior trash receptacles in the evening.
Secure the buildings.
Update bulletin boards.
Other job-related duties as assigned.

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	(Place “X” if applicable) – MAINTENANCE PERSONNEL

The on-site Maintenance Personnel shall provide the following Services:
Conduct routine general maintenance procedures at the Facilities:
Diagnose and perform minor and routine maintenance/repair in a timely and professional manner.
Pick up debris around the Facilities.
Responsible for maintaining equipment in good working order.
Assists with other assigned projects.
Non-essential duties include other job-related duties as assigned.
Provide the following general services, to the extent applicable:
Swimming pool deck: Blow off pool deck, arrange furniture, empty, and clean all receptacles, and adjust umbrellas.
Picnic areas and parks: Empty waste receptacles and pick up debris.
Main entrance: pick up debris.
Tot lot and exercise path: Pick up any litter and empty waste receptacles.
Replace light bulbs.
Control cobwebs around the Facilities.
Check conditions of roads, sidewalks, and curbs. Report any issues to Clubhouse Manager.
Parking Lot: Pick up litter, blow off debris.
Cleaning the outdoor furniture.
Touch up paint interior and exterior.
Check and clean playground, outdoor exercise equipment and mail center, including emptying receptacles, and picking up trash and debris.
Perform minor repairs to the entrance/exit gates.
Check and assess street signs, monuments, and informational signs. Report any issues to Clubhouse Manager.
Perform minor repairs to equipment and Facilities as needed.
Perform janitorial services at the mail center and Amenity, inclusive of restocking paper towels, soap, toilet paper and emptying trash cans within the restrooms.
Work with assigned Facilities Managers to ensure quality service is provided to the Facilities.
Inspect District common areas and report any problems to the Clubhouse Manager.
Prepare any incident or accident reports and forward to the Clubhouse Manager.
Display flexibility in handling after-hours emergency calls.
Process and manage work orders and update Clubhouse Manager with project status and completion.
Direct purchasing, receiving, storage, issuing and control of maintenance, janitorial and other products, supplies, and equipment.
Provide services at the associated Facilities, inclusive of restocking paper towels, soap, toilet paper and emptying trash cans within the restrooms.
Implementing the Hurricane Preparedness Plan including the securing and storing of all associated Facilities furniture.
Any other duties assigned by Clubhouse Manager.

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	(Place “X” if applicable) - EVENT COORDINATOR

The Event Coordinator is responsible for developing, organizing, promoting, and managing activities and events for residents and guests. This role provides support to the Clubhouse Manager in the areas of lodge management, financial reporting, administrative, and resident interactive functions. The Event Coordinator’s specific duties include:
Developing and coordinating the special events, programs, and recreational activities in the Facilities including family events, seasonal and holiday events, small and large group events, charitable and fundraising events.
Responsible for all event advertising and related resident communication. Materials and content must be reviewed and approved by the Clubhouse Manager.
Provide monthly event financial summaries to Clubhouse Manager.
Troubleshoot and smooth issues relating to the successful execution of events.
Manage and adhere to budgeted line items associated with events.
Facilitating communication with residents including timely e-blasts as needed, Facilities calendar, and event signs. Update web content including web event calendars.
Purchase and display of seasonal, event, and activity decorations.
Purchase (via Facilities Manager supplied credit card) supplies, consumables, and other items for events as approved by the District, and timely review and monthly submission of invoices.
Event Coordinator will report to and discuss purchases and schedule of events with the Clubhouse Manager.
Assist Clubhouse Manager with creation of Facilities newsletter and other event emails to community.
Assist with the general daily operations, management, and organization of all activities.
Assist as required with CDD Board of Supervisors and District Management requests.
Assist in coordinating the rental of recreational rooms for private parties and activities, collection of deposits and rentals and accurate accounting.
Assist in pre-event coordination with facility renters, stakeholders, or residents to ensure proper equipment set-up, staffing, pre and post maintenance, monitoring, and security.
Clean and sanitize Clubhouse and amenities, as needed.
Any other duties assigned by Clubhouse Manager.
Enforce all CDD Rules and policies.
Oversee the issuance of Facilities access ID’s.

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	(Place “X” if applicable) – SEASONAL POOL ATTENDANTS

Seasonal Pool Attendants shall provide the following Services:
Ensure a presentable overall appearance of the pool area.
Check Resident access cards.
Monitor the guest and visitor policies.
Full knowledge/awareness of all rules and regulations of the amenities. Including but not limited to operational hours, age restrictions and food / drink restrictions.
Enforce the rules and regulations of the facility.
Interaction with residents and guests on a day-to-day basis.
Provide the best possible customer service to the residents and guests to maintain a safe and comfortable environment.
Prepare any incident or accident reports and forward them appropriately.
Empty trash receptacles.
Straighten chairs on pool deck.
Report all vandalism or damaged property to Manager immediately.
Contact the Manager with any maintenance issues.
Ensure restrooms and the pool deck are clean at all times.
Clean and sanitize Clubhouse and amenities, as needed.
Any other duties assigned by Clubhouse Manager.

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The following provisions shall apply to the extent applicable, and based on the Services previously described:

GENERAL STAFFING PROVISIONS (IF APPLICABLE)
At all times during operation of the Facilities, Facilities Manager shall ensure responsible and proper staffing levels that meet the provisions of law and best practices. It is understood that the staffing levels set forth herein are included in the Services, and any changes to staffing levels (outside of stated seasonal/intermittent staffing) must be approved by the Board, along with any corresponding compensation adjustment. If a position is temporarily vacant due to staff resignation or termination, Facilities Manager shall use good-faith best efforts to fill the position, shall not charge the District for that position while it is vacant, and shall present to the District a plan for providing the required Services for the duration of the vacancy.

The Facilities Manager shall be responsible for the Services, including the recruitment, selection and hiring of the position of the Clubhouse Manager and other staffing set forth herein. Upon selection of a candidate to fill a particular position, the Facilities Manager shall bring the candidates to the District Manager, providing the resume, background and list of qualifications of the candidate and proposed offer of employment. The compensation shall be as provided for herein unless otherwise approved by the District Board of Supervisors. The Board of Supervisors may reject any particular candidate for a position, and for any or no reason. Any costs associated with hiring (i.e., recruitment, advertising, or relocation expenses) shall be borne by the Facilities Manager as part of the compensation set forth in Exhibit B.

The needs of other properties shall not trump the responsible staffing of the Facilities. Facilities Manager shall not utilize employees hired by Facilities Manager to staff District Facilities at other Facilities Manager properties without the express approval of the District, through its Board. Facilities Manager shall not use District employees (if any), District property or any District hardware/facility for any other work not related directly to the District, including any other off-site properties or in support of other Facilities Manager-related businesses. District employees (if any) shall not be utilized for the provision of the Services set forth herein.

All Facilities Manager employees or subcontractors, including but not limited to fitness instructors, shall either be employees hired directly by the Facilities Manager, or sub-Facilities Managers who are hired and compensated by the Facilities Manager (1099 individuals).
It is understood that the provisions herein are intended to encompass all work and labor that are reasonably necessary to provide the Services detailed herein. While every attempt has been made to be as detailed as possible, the parties acknowledge that there may occasionally be unforeseen tasks necessary to ensure efficient and effective management of the Facilities.

ADDITIONAL PROVISIONS FOR AMENITIES REVENUES (IF APPLICABLE)

The Facilities Manager agrees that the Facilities shall be operated and maintained for an exclusively public purpose, and that any monies generated from the operation of the Facilities shall be remitted to the District and used to defray the public expense associated with operating and maintaining the Facilities consistent with the terms of this Agreement.

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Collection of Revenue. In the course of providing the Services, and subject to the other provisions of this section, the Facilities Manager shall maintain an accurate record of all revenues received from the operation of the Facilities and shall remit to the District the revenues, and an accounting for the same, for a given month no later than 15 days after the end of that month. The Facilities Manager shall keep close accounting of all revenue and expenditures and submit either a P & L or other applicable financial sales tracking reports provided by the point-of-sale system or other applicable system, to support all monthly sales and revenue sharing arrangements, as may be applicable. The Facilities Manager shall not have charge of the revenues other than to collect the revenues and remit them to the District under this Agreement. The Facilities Manager shall carry employment theft dishonesty insurance in the amounts set forth in this Agreement to secure the performance by the Facilities Manager of its powers and duties under this Agreement relating to the collection of the revenues and handling of petty cash direct purchases under this Agreement.

The Facilities Manager shall ensure that all Facilities fees charged to patrons are consistent with the rates set forth in the District’s rules and policies, as may be amended from time to time. Further, the Facilities Manager may: (1) directly collect such Facilities fees, (2) use a third party provider to assist with electronic collection of such Facilities fees (e.g., PayPal), or (3) with prior written notice to and consent of the Facilities Manager, allow subcontractors providing programming services to collect such Facilities fees for specific programs. In any case, the Facilities Manager shall remain responsible for the collection of all Facilities revenues, shall maintain an accurate record of all such Facilities revenues, and shall remit all Facilities revenues to the District (with the one exception that, with prior written notice to and consent of the District Manager, and subject to the terms of an applicable subcontractor agreement, a subcontractor providing programming services may collect and keep Facilities revenues as compensation for the subcontractor’s services).
Tax-Exempt Status. The District agrees to pay any applicable ad valorem taxes, unless the Facilities are subject to ad valorem taxation as a result of the Facilities Manager’s failure to abide by the terms of this Agreement or the District’s rules or policies, in which case the Facilities Manager shall be responsible for the payment of ad valorem taxes.

ADDITIONAL PROVISIONS FOR BUDGET PREPARATION

The Facilities Manager shall work with the District Manager to prepare an annual operating budget estimating the revenues and expenses relating to the Facilities and for the upcoming Fiscal Year. Any such budget shall be prepared in time for the District’s Board of Supervisors to meet and consider the budget prior to June 15 of each year (therefore, approximately between April 15 to June 15 of each year). At the request of the District, the Facilities Manager shall update its initial estimated annual operating budget in anticipation of the District’s final annual budget meeting, which typically occurs in July, August, or September of each Fiscal Year.

ADDITIONAL PROVISIONS FOR PURCHASING

The District Manager shall directly pay vendors for all expenses associated with operating and maintaining the Facilities. If the Facilities Manager desires that a purchase be made by the District for an expense associated with operating and maintaining the Facilities, the Facilities Manager shall make the request of the District Manager, detailing the proposed supplier, the nature of the supplies or inventory, and the costs thereof.

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Petty Cash (If Applicable). For small or emergency purchases (i.e., those less than $500), the Facilities Manager shall have the authority to make payment directly to vendors for expenses associated with operating and maintaining the Facilities, using a petty cash account (“Petty Cash Account”) and/or, at the District’s discretion, credit card (“Petty Cash Credit Card”), as described in this paragraph. The District shall maintain a Petty Cash Account that shall hold monies not to exceed one thousand dollars at any given time and that shall be established in such a manner to allow the Facilities Manager, on behalf of the District, to write checks from the petty cash account. Alternatively, in its discretion, the District may provide to the Facilities Manager a District Petty Cash Credit Card with a one thousand dollar limit. The Clubhouse Manager, on behalf of the Facilities Manager, shall be the only individual authorized to write checks from the Petty Cash Account or use the Petty Cash Credit Card. To the extent feasible, the Facilities Manager shall take all necessary steps to ensure that any petty cash purchases are made on a tax exempt basis. The District shall not replenish any funds in the Petty Cash Account, or authorize payment of the Petty Cash Credit Card bill, until provided with a full accounting, including copies of any receipts, for any monies spent. The Facilities Manager shall be responsible for any purchases made that are not supported by appropriate receipts or that are not approved as part of the District’s Budget or by the Board.

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EXHIBIT B
SCHEDULE OF FEES

MANAGEMENT FEE FOR THE SERVICES
Includes supervising regional director
EFFECTIVE	MONTHLY	
Upon notice to commence	$1,250.00	
October 2025	$1,300.00	
October 2026	$1,352.00	

Post term	5% annual increase if Agreement is extended after Initial Term (rounded to nearest dollar)

Any wages, labor rate, health care benefits or other costs associated with the staff providing the Services to the District will be paid for by Antillia Homeowners Association, Inc.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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EXHIBIT C
HOA Addendum Not applicable
[RESERVED]

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EXHIBIT D
Format for Monthly Report
Clubhouse Operations/Maintenance Updates

[LIST APPLICABLE ITEMS]

Full Facilities Walkthroughs/Checks

[LIST DATES & APPLICABLE ITEMS]

Pool & Pool Deck Checks

[LIST DATES & APPLICABLE ITEMS]

Vendor Services Performed and/or Site Visits

[LIST VENDOR(S), DATES & APPLICABLE ITEMS]

Board of Supervisor’s Requests
[LIST DATES & APPLICABLE ITEMS]

Resident Requests

[LIST DATES & APPLICABLE ITEMS]

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EXHIBIT E

Notwithstanding anything in the Agreement to the contrary, and instead of the coverages listed in Section 11 of the Agreement, the Facilities Manager agrees to maintain at all times and to provide evidence of the following insurance coverages:
Commercial General Liability Insurance, including: (1) a minimum of $1,000,000.00 each occurrence for bodily injury and property damage, (2) a minimum of $2,000,000.00 general aggregate, (3) a minimum of $1,000,000.00 personal and advertising injury, (4) a minimum of
$1,000,000.00 products and completed operations, and (5) contractual liability coverage.

Commercial Auto Liability Insurance, including: (1) a minimum of $1,000,000.00 combined single limit and (2) a minimum of $1,000,000.00 non-owned and hired automobile liability.

Workers’ Compensation Insurance according to state statutory limits covering all employees or subcontractors of Facilities Manager, with employers’ liability including: (1) a minimum of $500,000.00 each accident for bodily injury, (2) a minimum of $500,000.00 each employee for bodily injury caused by disease, and (3) a minimum of $500,000.00 bodily injury caused by disease.

Umbrella or Excess Liability Insurance, including: (1) a minimum of $5,000,000.00 each occurrence and aggregate and (2) providing follow-form coverage over the General Liability and Employers’ Liability policies.

Crime policy with third party protection with limits of not less than $1,000,000.00.

District will be an additional insured for vicarious liability only on Facilities Manager’s Commercial General Liability and Commercial Auto Liability policies to the extent that Facilities Manager is obligated to indemnify District pursuant to this Agreement.

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EXHIBIT F
ADDENDUM FOR FIRSTSERVICE RESIDENTIAL FLORIDA, INC.
Section 4.a. is deleted and replaced with the following:

“a. FEES AND EXPENSES.

The District shall pay the Facilities Manager for the Services provided under the terms of this Agreement in accordance with the schedule of fees in Exhibit B. For purposes of the Facilities Manager’s compensation for Services provided pursuant to this Agreement, the District shall compensate the Facilities Manager only for those Services provided under the terms of this Agreement. Unless otherwise specified by this Agreement, the Facilities Manager will invoice the District for the Services as soon as may be practicable bi-weekly in the amounts set forth in Exhibit B. The fees for those Services which are not being requested at the time this Agreement is approved will be provided to the District at such time as those Services are required.

INTENTIONALLY OMITTED.

INTENTIONALLY OMITTED.

Fees for the Services in this Agreement may be negotiated annually by the parties. Any amendment to Services fees must comply with the amendment procedure in this Agreement and must be reflected in the adopted General Fund Budget of the District. The District’s adoption of the General Fund Budget shall not constitute the District’s consent for payment of any such fees or expenses.
In the event the District authorizes a change in the scope of services requested, Facilities Manager shall submit, in writing to the District, a request for a fee amendment corresponding to the change in services being requested, if it has not already done so. Any change in the scope of requested services and the corresponding fee amendment shall comply with the amendment procedure in this Agreement. Such amendment must be validly executed by the parties before Facilities Manager is authorized to begin providing services pursuant to the change in scope and the revised fees are adopted.
For the purposes of this Agreement, an out-of-pocket expense is an unexpected expense that the Facilities Manager or one of its subcontractors, if applicable, incurs during the performance of the Services, as provided in this Agreement. Such out-of-pocket expenses are included in the fees shown in Exhibit B. Out-of- pocket expenses incurred in connection with the performance of Additional Services will be subject to reimbursement at cost. These expenses include, but are not limited to, airfare, mileage, transportation/parking, lodging, postage, copies, and binding.

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INTENTIONALLY OMITTED.”

Section 4.b.ii. is deleted and replaced with the following: “ii.	Additional Services. INTENTIONALLY OMITTED.”
Section 15 is hereby deleted and replaced with the following provision:

“Notwithstanding anything in this section to the contrary, Facilities Manager may assign this Agreement to an Affiliate of Facilities Manager without the prior written consent of the District to the extent not prohibited by Florida law, provided however, that the Facilities Manager shall provide 30 days written notice of any such assignment. An Affiliate of Facilities Manager is “any company owned or controlled by Facilities Manager’s ultimate parent company, FirstService Corporation, a foreign corporation” (“Affiliate”).”
Section 26 is deleted and replaced with the following: “INTENTIONALLY OMITTED.”

Section 27 is deleted and replaced with the following:

“The District recognizes that FirstService (i) is engaged in the competitive community association management business, (ii) invests time and money in the hiring, training and development of its employees at all levels, which promotes productivity, efficiency and the employment of a competent and specialized workforce, and (iii) has a legitimate business interest in protecting its employee resources and the investment it makes to develop and enhance those resources. Accordingly, the District covenants and agrees that it will not, directly or indirectly, hire, employ, or otherwise engage any employees of FirstService, or former employees of FirstService, who provided Services to the District (“FirstService Employees”), prospective employees FirstService presents for consideration (“FirstService Prospective Employees”) or contract with, or in any way engage, the Services of any firms employing any FirstService Employees or FirstService Prospective Employees during the term of this Agreement and for a period of 12 months following the end of the contract relationship between the parties hereto. Should the District knowingly violate this paragraph, it agrees to pay, as liquidated damages, and not a penalty, the sum of 30% of the annual salary/wages of said FirstService Employees at time of termination or resignation of said employee(s) from Facilities Manager, and/or the sum of 30% of the anticipated annual salary/wages of said FirstService Prospective Employees. The provisions set forth in this paragraph shall survive the termination or expiration of this Agreement for a period of 12 months. The District agrees that for a period of one (1) year from the termination or expiration of this Agreement, not to directly or indirectly solicit, employ, or otherwise engage any individual employed by the Facilities Manager in the performance of this Agreement.”

The following additional sections are added to the Agreement:

“32. NON-CORPORATE REPRESENTATIVE. The District agrees that Facilities Manager employees will not be required to act as the District’s corporate representative for purposes of discovery, hearings, mediation, or trial, whether in litigation, arbitration, administrative or other proceedings. Notwithstanding the foregoing, Facilities Manager understands and agrees that Facilities Manager’s employees may be required to serve as witnesses and testify in any such proceedings.

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RIGHT TO REMOVE. If Facilities Manager, in the exercise of its reasonable discretion, determines that there are conditions within the Facilities which pose a hazard to the safety and/or health of its employees, including but not limited to, harassment, threats of harm or cyber bullying by owners, residents, guests and invitees, Facilities Manager will have the ability, notwithstanding anything to the contrary contained in this Agreement, to remove staff members upon prior written notice to District. During the period of time that staff members have been removed from the Facilities, Facilities Manager will make reasonable efforts to continue to provide the Services on a virtual basis.
PROFESSIONAL SERVICES DISCLAIMER. Facilities Manager is not an architect, landscape architect, engineer or construction manager and does not provide these types of professional services under this Agreement. Notwithstanding anything to the contrary in this Agreement, it is not Facilities Manager’s responsibility to determine whether any structure within the Facilities, including its architectural design or whether the height and location of the hedges, foliage, and/or other landscaping is in compliance with federal, state and local laws, ordinances, rules, regulations, and orders of any public authority having jurisdiction over the Facilities. Facilities Manager disclaims any and all liability related to, arising out of or associated with the professional services referenced in this paragraph and Facilities Manager has no liability for any claims or lawsuits related to, arising out of, or associated with the professional services referenced in this paragraph. Notwithstanding the foregoing, Facilities Manager understands its contractual obligations for maintenance of the Facility. For example, in the implementation of the inspection, repair and maintenance of the Facilities, if the appropriate inspection, repair or maintenance requires expertise beyond that held by Facilities Manager, Facilities Manager commits to identifying and coordinating with the District to procure appropriate experts. This paragraph survives the expiration or termination of this Agreement.
SIGNS. During the term of this Agreement and, subject to the District’s written consent, Facilities Manager may affix and maintain a sign in a prominent location on the property to identify Facilities Manager (“Professionally Managed by …”). Any such sign shall include contact information for Facilities Manager’s staff. Said sign and location will be subject to the prior approval of the District and will be in a size likely to come to the attention of those entering the Facilities, and will have approximate dimensions of 15”w x 12”h.

COMMUNICATIONS. The District acknowledges and agrees that it, and not individual residents, may from time to time receive email contact or other communication from Facilities Manager regarding topics including, but not limited to, discounts obtained by Facilities Manager for various services which are being made available to residents, promotions being offered by Facilities Manager or services being offered by Facilities Manager and/or its affiliated or related companies or subsidiaries.
MEETINGS. Prepare and send, as needed, all letters, reports and notices as may be reasonably requested by the District, and attend up to 12 meetings to include: meetings of the Board of Supervisors, and budget meeting of the District, which minutes will be prepared and recorded by the District or District Manager.

DISCLOSURE.
The District is the ultimate decision maker for the purchase of goods and services and the selection of vendors for the property. In connection with its duties under this Agreement, Facilities

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Manager will recommend to the District the purchase of goods and service from various vendors, some of whom may be affiliates of Facilities Manager or businesses with which Facilities Manager has a contractual or other relationship under preferred vendor programs. The District is not obligated to engage Facilities Manager’s preferred vendors or any other recommended provider. Facilities Manager endeavors to develop affiliated and preferred vendor programs which address the needs of its clients and which focus on bringing value to its clients. Facilities Manager and the current subsidiary/related companies providing services in Florida are: FirstOnSite Restoration, Inc.; FirstService Energy, LLC; FirstService Financial, Inc.; FS Insurance Brokers, Inc.; FirstService Residential, Inc.; FirstService Residential Technologies, Inc.; American Pools operating under various fictitious names and/or related entities; California Closets operating under various fictitious names and/or related entities; Century Fire Protection operating under various fictitious names and/or related entities; Certa ProPainters operating under various fictitious names and/or related entities; Paul Davis Restoration, Inc. and all franchisees and related entities; Planned Companies operating under various fictitious names and/or related entities; and Rizzetta & Company Incorporated.
FirstService Financial, Inc. and its subsidiary FS Insurance Brokers, Inc. (collectively, “FirstService Financial”) are affiliates of Facilities Manager that were formed for the purpose of aggregating the buying power of properties managed by Facilities Manager and its affiliates. FirstService Financial develops banking and insurance programs that are offered exclusively to clients of Facilities Manager and its affiliates. FirstService Financial may receive fees or commissions from their banking and insurance partners for their assistance and work with said partners.

SPECIAL TERMS.

Commencement of Limited Services. In an effort to achieve a seamless transition of Services, upon District’s request and direction, Facilities Manager may perform limited services, (the “Limited Services”) prior to Commencement. The fee(s) for such services will be as mutually agreed upon by the parties. Should Facilities Manager provide the Limited Services, the terms and conditions of this Agreement will apply as if this Agreement is in full force and effect.
Allocation of Labor and/or Fees. The labor and/or management fees have been allocated based on the assumption that Facilities Manager is managing Antillia Homeowners Association, Inc. and Antillia Community Development District. Should Facilities Manager not be managing both of the Antillia entities outlined above, and should Facilities Manager and the remaining Antillia entity which is being managed by Facilities Manager not agree on the re-allocation of labor and/or management fees, Facilities Manager may terminate this Agreement upon 30 days’ written notice.
Shared Staff. District shares the following staff with Antillia Homeowners Association, Inc. Any wages, labor rate, health care benefits or other costs associated with these employees that are payable to Facilities Manager will be paid by Antillia Homeowners Association, Inc.
Position
Licensed CAM (Clubhouse Manager) Maintenance (Field Maintenance)

Facilities – Amenity Center/Clubhouse. Antillia Homeowners Association, Inc. owns and is responsible for the maintenance of the amenity center/clubhouse and other property within the Facilities. As a result of the foregoing, the District understands and agrees that the staff provided by

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Facilities Manager will be shared with Antillia Homeowners Association, Inc.

ABSENCE OF SECURITY DISCLAIMER. The District is not entering into an agreement with Facilities Manager to provide any form of security, detective, burglar protection, or other protection services. Protection services include, but are not limited to: bodyguard services, burglar or fire alarm or other security system devices, monitoring and maintenance, guard, patrol and parking or other facility security services, vehicle or foot patrol, gate, lobby, or entrance guard service, or personnel which may be dispatched from any other site upon request for any of the aforementioned reasons (collectively, “Security/Protection Services”). The District understands that Facilities Manager is not providing any form of Security/Protection Services. Facilities Manager will not in any way be considered an insurer or guarantor of Security/Protection Services within the District Property. Facilities Manager will not be held liable for any loss or damage by reason of failure to provide adequate Security/Protection Services nor for ineffectiveness of Security/Protection Services measures undertaken or for any negligence in not providing Security/Protection Services. Facilities Manager does not represent or warrant that any fire protection, burglar alarm systems, access control systems, perimeter walls or fencing, patrol services, surveillance equipment, monitoring devices, security systems (if any are present) will prevent loss by fire, smoke, burglary, theft, hold-up or otherwise, nor that fire protection, burglar alarm systems, access control systems, perimeter walls or fencing, patrol services, surveillance equipment, monitoring devices or other security systems or services will provide the detection or protection for which the system is designed or intended and further acknowledges that Facilities Manager has made no representations or warranties nor has the District, any Owner, occupant, tenant, guest or invitee relied upon any representations or warranties, expressed or implied, including any warranty of merchantability or fitness for any particular purpose.”

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