August 30, 2023 

 

Board of Supervisors 

Tohoqua Community 

Development District 

 

Dear Board Members: 

 

The regular meeting of the Board of Supervisors of Tohoqua Community Development 
District will be held Wednesday, September 6, 2023 at 9:00 AM at the Tohoqua Amenity 
Center, 1830 Fulfillment Drive, Kissimmee, Florida 34744. Following is the advance agenda 
for the meeting: 

 

 

 1. Roll Call 

 2. Public Comment Period 

 3. Approval of Minutes of the August 2, 2023 Board of Supervisors Meeting 

 4. Financing Matters 

 A. Consideration of Supplement to Investment Banking Agreement 

 with MBS Capital Markets, LLC 

 B. Consideration of Sixth Supplemental Engineer’s Report 

 Series 2023 Phase 4C 

 C. Consideration of Supplemental Assessment Methodology Report 

 Series 2023 Phase 4C 

 D. Consideration of Resolution 2023-13 Bond Delegation Resolution 

 5. Consideration of Developer Funding Agreement with Pulte Home Company, LLC 

 6. Ratification of Acknowledgement and Consent of Pulte Homes Company, LLC 

 Regarding Ownership of Certain Tracts in Phase 4C 

 7. Consideration of Release of Assessments Related to School Site 

 8. Staff Reports 

A. Attorney 
B. Engineer 
C. District Manager’s Report 
i. Approval of Check Register 
ii. Balance Sheet and Income Statement 
iii. Amenity Manager’s Report 





 9. Other Business 

 10. Supervisors Requests 

 11. Adjournment 


MINUTES OF MEETING 

TOHOQUA 

COMMUNITY DEVELOPMENT DISTRICT 

 

 The regular meeting of the Board of Supervisors of the Tohoqua Community 
Development District was held on Wednesday, August 2, 2023 at 9:00 a.m. at Tohoqua Amenity 
Center, 1830 Fulfillment Drive, Kissimmee, Florida. 

 

 Present and constituting a quorum: 

 

 Marcus Hooker Vice Chairman 

 Rob Bonin Assistant Secretary 

 Jon Droor Assistant Secretary 

 

 

 Also present were: 

 

 

 George Flint District Manager 

 Kristen Trucco District Counsel 

 Eric Warren (via phone) District Engineer 

 Alan Scheerer Field Manager 

 Marcia Calleja CALM 

 Larissa Diaz CALM 

 Chris Horter CALM 

 

 

FIRST ORDER OF BUSINESS Roll Call 

 Mr. Flint called the meeting to order at 9:00 a.m. and called the roll. A quorum was 
present. 

 

SECOND ORDER OF BUSINESS Public Comment Period 

Mr. Flint: No members of the public were present other than staff and Board Members. 

 

THIRD ORDER OF BUSINESS Approval of Minutes of the May 3, 2023 
Board of Supervisors Meeting 

Mr. Flint: Were there any comments or corrections to those? If not, we need a motion to 
approve them. 

 


On MOTION by Mr. Bonin seconded by Mr. Droor with all in 
favor the Minutes of the May 3, 2023 Board of Supervisors 
Meeting were approved as presented. 

 

FOURTH ORDER OF BUSINESS Public Hearing 

Mr. Flint: This is the public hearing to consider the adoption of the Fiscal Year 2024 
budget. We need a motion to open the public hearing. 

 

On MOTION by Mr. Bonin seconded by Mr. Droor with all in 
favor the public hearing on the budget for Fiscal Year 2024 was 
opened. 

 

Mr. Flint: The public hearing is open for the record. There are no members of the public 
present to provide comment or testimony, so we'll close the public hearing and bring it back to 
the Board. 

 

A. Consideration of Resolution 2023-10 Adopting the Fiscal Year Budget and 
Relating to the Annual Appropriations 


Mr. Flint: The Board previously approved the Proposed Budget and set the public hearing 
for today. We complied with all of the statutory notice requirements. The budget was 
substantially the same as the prior one. We updated the actuals and refined the expense and 
revenue line items that were necessary. There are no significant changes. Did the Board have any 
questions on the budget or the resolution? If not, we need a motion to adopt Resolution 2023-10. 

 

On MOTION by Mr. Bonin seconded by Mr. Hooker with all in 
favor Resolution 2023-10 Adopting the Fiscal Year 2024 Budget 
was adopted. 

 

B. Consideration of Resolution 2023-11 Imposing Special Assessments and 
Certifying an Assessment Roll 


Mr. Flint: The next public hearing is to impose assessments related to the budget that was 
just adopted. There are two exhibits; Exhibit A is the budget that you just approved and Exhibit 
B is the Assessment Roll listing the individual properties and the assessment amounts that fund 
the budget. Are there any questions on the resolution? If not, we need a motion to adopt 
Resolution 2022-11. 


 

On MOTION by Mr. Bonin seconded by Mr. Hooker with all in 
favor Resolution 2023-11 Imposing Special Assessments and 
Certifying an Assessment Roll was adopted. 

 

Mr. Flint: We need a motion to close the public hearing. 

 

On MOTION by Mr. Bonin seconded by Mr. Hooker with all in 
favor the public hearing on the Budget for Fiscal Year 2024 was 
closed. 

 

FIFTH ORDER OF BUSINESS Consideration of Resolution 2023-12 
Approving the Conveyance of Real 
Property to Lennar Homes, LLC 

 Ms. Trucco: We were going to table this item as I had some questions, but the District 
Engineer is present. This is a resolution for the Board to approve the conveyance of a sliver of 
property in Phase 7. 

 Mr. Warren: Correct. 

 Ms. Trucco: It looks like the county was requesting a PID or a Quit Claim Deed from the 
CDD back to Lennar on that sliver. 

 Mr. Warren: Correct. 

 Ms. Trucco: I don’t know if it’s still needed or not, but the title work came back showing 
that it’s in the name of the City of St. Cloud via the recorded plat. We did see that the last actual 
deed was from the District to Lennar. 

 Mr. Warren: The county may be mistaken. 

 Mr. Bonin: What was the problem this was creating? 

 Mr. Warren: There was an underlying sliver that was platted that according to Sarah, 
Lennar never had the legal ability to plat and convey to the city. 

 Mr. Bonin: The legal description of our plat? 

 Mr. Warren: Correct. 

 Ms. Trucco: I forwarded you the email from the title company and the title work. Even 
when they see the title work, they realized that it was in Lennar’s name. 

 Mr. Warren: Correct. 


 Ms. Trucco: The last deed for that sliver was to Lennar and Lennar held the plat. 

 Mr. Bonin: What problem was that creating for us? 

 Mr. Warren: I do not recall. We have PIDs and we have addresses. 

 Mr. Bonin: What instigated us needing to do this? It was holding up something that was 
now unheld? 

 Mr. Warren: I don’t believe it was holding up anything. Sarah just said, “Hey, you need 
to clean this up.” We had a similar situation in Story Creek, which did not hold the issuance of 
PIDs, but there were six or eight lots as part of that tract that we needed to clean up. 

 Mr. Bonin: So, she’s the one that told us that we needed to clean it up because it was not 
in the District’s name to plat or get PIDs. 

 Mr. Warren: Correct. 

 Mr. Bonin: We have everything that we needed, but we were still trying to satisfy what 
she was pressing for. 

 Mr. Warren: Right. 

 Mr. Bonin: So, we got to the point of transferring this from the CDD’s name into 
Lennar’s, but that doesn’t appear to be the case. 

 Mr. Warren: I did get on the phone with her with this information and said, “Hey, what 
are you seeing, here’s what we are seeing” and hashed this out. It sounds like it should be pretty 
simple. 

 Mr. Bonin: Okay. 

 Mr. Warren: If she’s seeing something different, than we will clarify it. 

 Mr. Bonin: If this title search is correct and Sarah is wrong, then there’s really nothing to 
do. 

 Mr. Warren: Correct. 

 Ms. Trucco: Unless anyone on the Board has an objection and it comes back and there is 
an issue and the CDD needs to quit claim something back to Lennar, do I have your permission 
to ask the Chairman to execute that deed and then bring it back for ratification? Obviously, it 
would be subject to staff signing off on it. 

 Mr. Flint: Why don’t we just do a motion. If necessary, we will bring it back for 
ratification. 

 


Mr. Bonin MOVED to adopt Resolution 2023-12 Approving the 
Conveyance of Real Property to Lennar Homes, LLC, subject to 
authorization by staff to execute and Mr. Hooker seconded the 
motion. 

 

 Mr. Bonin stated I couldn’t remember the origin. 

 

On VOICE VOTE with all in favor Resolution 2023-12 Approving 
the Conveyance of Real Property to Lennar Homes, LLC, subject 
to authorization by staff to execute was adopted. 

 

SIXTH ORDER OF BUSINESS Consideration of Cost Sharing Agreement 
between District and Neptune Road 
Investments, LLC 

Mr. Flint: We are in the process of de-annexing properties at the front of the project, but 
in the event that they are de-annexed, the petition has been filed. This would provide for them to 
share in the cost of maintaining certain infrastructure. Once they are outside of the District, they 
are no longer being assessed, so this provides the mechanism for them to pay their fair share of 
the cost of maintenance of some of the infrastructure that they benefit from. 

Ms. Trucco: I can go through a couple of terms. Like George said, we have a Cost 
Sharing Agreement in the agenda and we are looking for approval in substantially final form, 
subject to District staff sign off. As George noted, the CDD filed a petition to contract and 
expand the CDD and at some point, the county and city may say, “We want proof that the Board 
approved this in substantially final form before we approve your ordinance request to contract 
the CDD boundary.” So, the petition for the contraction is contracting the parcel that is currently 
owned by Neptune Road Investments, LLC (Neptune). They are contributing to operation and 
maintenance (O&M) of things like the irrigation system, master stormwater system and drainage 
system. Once the petition is approved, it would be outside of the CDD and they won’t have an 
obligation to pay those O&M assessments to the CDD any longer and they agreed to enter into 
this Cost Sharing Agreement with us, which is nice and a perfect world scenario. We worked 
with the District Engineer and District Manger to come up with a proportionate representation of 
the benefit that they were receiving from this infrastructure from the CDD’s O&M of it. It was 
computed as 7.3% of the budget, which they agreed to pay moving forward. Once they 
contracted adding parcels and received their Certificate of Occupancy, they would be paying 


approximately $100. Long term, we are looking at 7.3%. There’s a cap on how much that may 
include. Its set forth that it can’t be greater than 7% for what they paid the previous year. They 
are permitted to assign the payment obligation to an association, but if the association fails to pay 
this proportionate share to the CDD, then we have the right to put a lien on Neptune as the parcel 
owner. As far as termination, in the event that the District fails to perform for greater than 12 
months, then Neptune can be relieved of their obligation to pay the CDD for their proportionate 
share and vice versa, if Neptune fails to pay for 12 months, then the District can be relieved of 
our obligation to perform those maintenance services that is benefitting Neptune. If you have any 
questions, we can try to answer them now. Otherwise, we’re looking for approval of the Cost 
Sharing Agreement in substantially final form in case it is requested by the city or county during 
the contraction proceeding. 

 

On MOTION by Mr. Bonin seconded by Mr. Hooker with all in 
favor the Cost Sharing Agreement between the District and 
Neptune Road Investments, LLC in substantial final form, subject 
to execution by District staff was approved. 

 

SEVENTH ORDER OF BUSINESS Consideration of Drainage Easement 
between District and Neptune Road 
Investments, LLC 

Ms. Trucco: This is related to the Cost Sharing Agreement. Neptune is currently utilizing 
the stormwater system and drainage system within the CDD that the CDD pays for. They are 
agreeing to pay the proportionate share, but they also want something in writing from the CDD, 
giving them permission to continue draining into the stormwater and drainage systems. So, we 
have something memorialized here that we can put it into the agenda. Its currently being 
reviewed by your counsel, but we drafted it. There is a right for the CDD to recuperate any 
damages from Neptune as a result of the easement, as a result of their draining onto our property. 
We also have the right to go onto their property, if needed, for purposes of drainage, stormwater 
management, repairs, etc. Again, we’re just looking for approval in substantially final form, 
subject to District staff execution. 

Mr. Flint: Are there any questions or comments? If not, we need a motion to approve it in 
substantially final form, subject to execution by District staff. 

 


On MOTION by Mr. Bonin seconded by Mr. Hooker with all in 
favor the drainage easement between the District and Neptune 
Road Investments, LLC in substantial final form, subject to 
execution by District staff was approved. 

 

EIGHTH ORDER OF BUSINESS Presentation of Fiscal Year 2022 
Financial Audit 

Mr. Flint: The District as a Government entity, is required to have an annual independent 
audit performed. The Board selected Grau & Associates as your independent auditor. They 
prepared the audit for Fiscal Year 2022, which was included in your agenda and transmitted to 
the State of Florida as required. If there were any findings or recommendations, they would be 
reflected in the Report to Management, on Page 29 of the audit or Page 179 of the PDF. You can 
see that there are no current or prior year findings and recommendations and we've complied 
with all of the provisions of the Auditor General that they are required to review. So, it is a clean 
audit. If there are questions, we can discuss those? If not, we need a motion to accept the audit 
and ratify its transmittal to the State of Florida. 

 

On MOTION by Mr. Hooker seconded by Mr. Droor with all in 
favor accepting the Fiscal Year 2022 Financial Audit and ratifying 
its transmittal to the State of Florida was approved. 

 

NINTH ORDER OF BUSINESS Consideration of Landscape & Irrigation 
Maintenance Agreement with United 
Land Services 

Mr. Flint: The Landscape and Irrigation Maintenance Agreement with United Land 
Services, updates the landscape maintenance for the CDD and carries us through the next fiscal 
year. Alan? 

Mr. Scheerer: Yes. In the agenda, is an extension of the agreement for landscape services 
that are currently under contract. The dollar amounts remain the same for Fiscal Year 2024. The 
agreement will start on October 1, 2023 and expires on September 30, 2024. There is a 30 day 
out clause in their agreement, but I’m sure that we want legal to go ahead and ratify the 
agreement to make sure that we have all of the protections necessary. There is no increase 
contemplated for next year. That was also anticipated in the budget that was recently adopted by 
the Board. Of course, all of the remaining areas as they come online remain the same dollar 


amounts as we have budgeted for Fiscal Year 2024 as well. Again, this is just an extension for 
one year from October 1, 2023 to September 30, 2024. I’ll try to answer any questions that the 
Board might have. 

Mr. Flint: We would want counsel to prepare the front-end agreement to go with this 
proposal. Are there any questions on the agreement? If not, we need a motion to approve it. 

 

On MOTION by Mr. Bonin seconded by Mr. Hooker with all in 
favor the Landscape and Irrigation Maintenance Agreement with 
United Land Services was approved. 

 

TENTH ORDER OF BUSINESS Consideration of Coverall Service 
Agreement 

Mr. Flint: The agreement with Coverall is for janitorial. Larissa? 

Ms. Diaz: This would be for Coverall to come onsite and perform the same services that 
they were previously providing, but it would be less expensive for the District. It would be the 
same schedule and same services. 

Mr. Flint: Actually, they agreed to do some things. 

Ms. Diaz: They added some additional responsibilities on the pool deck. They are 
organizing the pool chairs and tables for us. 

Mr. Flint: Its basically an upgrade in the scope and a decrease in cost. We based the 
Fiscal Year 2024 budget based on this proposal and we recommend that it be approved. Are 
there any questions on the agreement? We want counsel to prepare an agreement. 

Ms. Trucco: We prepared it. I don’t think their contract expires, but I believe that we 
have a 30-day termination clause. 

Mr. Flint: The motion would be to authorize staff to send a letter terminating the current 
agreement and approving the proposed agreement with Coverall. Are there any questions? If not, 
we need a motion to approve it. 

 

On MOTION by Mr. Bonin seconded by Mr. Hooker with all in 
favor authorizing staff to send a letter terminating the current 
agreement and approving the proposed agreement with Coverall as 
stated was approved. 

 


ELEVENTH ORDER OF BUSINESS Ratification of Series 2022 Phase 3/6 
Requisition No. 3 

TWELFTH ORDER OF BUSINESS Ratification of Series 2022 Phase 3/6 
Requisition No. 4 

 Mr. Flint: We have two requisitions to be ratified. Requisition #3 is for the Phase 3/6 
bond issue with Poulos & Bennett in the amount of $56.25 and Requisition #4 is for the Phase 
3/6 bond issue with Poulos & Bennett in the amount of $1,001.25. These requisitions have 
already been transmitted to the Trustee and we are asking the Board to ratify them. I think you 
can approve them in one motion. Is there a motion to ratify Requisitions #3 and #4? 

 

On MOTION by Mr. Bonin seconded by Mr. Hooker with all in 
favor Requisition No’s. 3 and 4 for Series 2022 Phase 3/6 were 
approved. 

 

THIRTEENTH ORDER OF BUSINESS Staff Reports 

A. Attorney 
i. Discussion of Momo Regarding Ethics Training 


 Ms. Trucco: I have a couple of updates. Since the last meeting, we filed a petition to 
expand and contract the CDD boundaries. We filed it with the county and city. They are 
currently reviewing that it, but we don’t expect any issues. Another update is we started the 
process to issue bonds for Phase 4C, which is currently owned by Pulte. Those bonds are 
anticipated to close the week of September 25th. You will see a Delegation Resolution to kick up 
that process at the next Board Meeting. That’s something we are monitoring. The only other 
update that I have, is the Memorandum that we included in the agenda that provides Legislative 
updates. The most important one was an Amendment to Section 112 of the Florida Statutes that 
will require each Board of Supervisor to complete four hours of ethics training each year. It has 
to cover certain subjects like the Ethics Code, public records, Sunshine Law and Constitutional 
Sections that are applicable to Government. It became effective on July 1st of this year and starts 
on January 1, 2024. The requirement is for all Supervisors to self-certify that you completed the 
four hours of ethics training on your Form 1. We are recommending that you complete it by July 
1st. We’ll have more information as it gets closer to January 1st. If you go to the Florida 
Commission on Ethics website, there are 50-minute videos that are sufficient to satisfy the 
requirement on all of the required subjects. You could watch four of those to satisfy the 
requirement. So, we are just making you aware of it and are recommending that you complete it 


by July 1st of next year. We will provide updates as we closer to that date. There are other 
legislative updates. There was a change in Florida Law on concealed carry. There are less 
requirements as far as permitting and instructional courses to carry concealed weapons, but we 
wanted to just make it clear that it’s still prohibited to carry firearms to a CDD meeting. 

 Mr. Flint: You could have a concealed weapon in a public building, but could not have it 
at a Government meeting. I’m sure that there is still an exclusion for carrying a gun at a 
courthouse, but otherwise, you could have a gun in a public building as long as it’s not at a 
Board meeting. 

 Ms. Trucco: Exactly. There was another update to the Technology Transparency Statute, 
which prohibits any Board Member from contacting a social media platform and entering into an 
agreement with a social media platform to request content for legal or moderation in any way. 
For example, you can’t contact Facebook saying, “I’ll pay you $500 to take down a site.” There 
is an update to Section 287, that prohibits CDD Board of Supervisors from requesting 
documentation or considering a CDD vendor based on social, political or ideological interest and 
giving preference to that vendor, based on those interests. I’m just making you aware of these 
new Statutes and Statutory Amendments. If you have any questions, feel free to ask. Those are 
all of the updates that I have. Thank you. 

 

B. Engineer 
i. Review of Annual Engineer’s Report 


Mr. Flint: Eric, do you have anything for the Board? 

Mr. Warren: The 2023 Engineer’s Report was issued on June 14, 2023. There was a brief 
summary of the CDD infrastructure, which was found to be in acceptable condition at the time of 
the report. I’m available if there are any questions or comments. 

Mr. Flint: The Trust Indenture that we issue the bonds under, require the District 
Engineer, on an annual basis to inspect all of the infrastructure, review the Budget, review the 
Insurance Policy and confirm that the infrastructure is being maintained adequately. So that’s 
what this report is. Are there any questions for Eric? Alright. Thanks, Eric. 

 


C. District Manager’s Report 
i. Approval of Check Register 


Mr. Flint: You have the Check Register in your agenda package from May 1, 2023 
through July. 23, 2023 for the General Fund, Checks #713 through #769 in the total amount of 
$257,826.07. The detailed register is behind the summary. Are there any questions on the Check 
Register? If not, we need a motion to approve it. 

 

On MOTION by Mr. Bonin seconded by Mr. Hooker with all in 
favor the Check Register from May 1, 2023 through July. 23, 2023 
in the amount of $257,826.07 was approved. 

 

ii. Balance Sheet and Income Statement 


Mr. Flint: You also have the Unaudited Financials through June 30th. No action is 
required by the Board. If the Board has any questions, we can address those. 

 

iii. Amenity Manager’s Report 


Ms. Diaz: Good morning. An arm gate was installed on the new gate by the Gym. A new 
bike rack was installed by Central Park. We provided the Clubhouse rentals and events for the 
months of May, June and July as well as a Usage Report for the pool and Gym and pictures of 
events that we had. Are there any questions? 

Mr. Flint: Are there any questions for Larissa? There are some nice pictures in her report 
of the activities and resident participation. It looks good. 

 

• Field Manager’s Report - Added 


Mr. Flint: Is there anything from the Field Manager? Alan or Chris? 

Mr. Scheerer: Yeah. I introduced the Board to Mr. Chris Horter last month. For the past 
month, he has been helping out when I’m not here. We’re going to let Chris get his feet wet on 
the Field Manager Report today. 

Mr. Horter: Good morning, everyone. Mulch was added to common areas and the 
playgrounds. There were plant fill-ins and replacements around the amenity common areas. We 
added decorative stone covers over the pool light transformers around the pool. We resolved an 
irrigation issue on Prosperity & Flourish. They started replacing sod. We are also working on 
some weed issues throughout the community such as the front entrance. 


Mr. Scheerer: Trees were installed in Phase 6 by Lennar. They are keeping an eye on 
some of those trees. We have some that are doing really well and we’ll keep an eye of those and 
work with the install contractor if they need to be replaced. 

Mr. Bonin: Between the curb and the sidewalk? 

Mr. Scheerer: Yes. I’m going to catch up with Lane before I leave here today on a few 
things out here. Some stone is missing around the Phase 2 park around columns and we’re still 
waiting on the pergolas in Phase 6. That’s all we had. 

 

iv. Review of Fiscal Year 2024 Meeting Schedule 


Mr. Flint: Each year, when the Board adopts the budget, we typically will put your annual 
meeting schedule on the agenda. You’re required to approve an annual meeting schedule every 
year. It anticipates you continuing to meet the first Wednesday of each month at 9:00 a.m. in this 
location. If you want, the Board could change the dates or location, if necessary. If there is no 
business, we would typically cancel the meeting, but this gives the option of meeting monthly if 
you need to. If the time and date is okay, the Board could approve this. Otherwise, you could 
amend it. 

 

Mr. Bonin MOVED to approve the Fiscal Year 2024 meeting 
schedule as presented and Mr. Hooker seconded the motion. 

 

 Mr. Flint: It looks like the July meeting was scheduled for July 3rd. You probably won’t 
meet in July. We’ll figure that out, but we have it on the schedule if we need to. 

 

On VOICE VOTE with all in favor the Fiscal Year 2024 meeting 
schedule as presented was approved. 

 

FOURTEENTH ORDER OF BUSINESS Other Business 

Mr. Flint: That was all the business. Does staff have anything that we didn’t cover? 
Hearing none, 

 


FIFTEENTH ORDER OF BUSINESS Supervisors Requests 

Mr. Flint: Are there any Supervisors Requests? Hearing none, we need a motion to 
adjourn. 

 

SIXTEENTH ORDER OF BUSINESS Adjournment 

 

On MOTION by Mr. Bonin seconded by Mr. Hooker with all in 
favor the meeting was adjourned. 

 

 

 

 

________________________________ ________________________________ 

Secretary / Assistant Secretary Chairman / Vice Chairman 


 

 

SUPPLEMENT TO INVESTMENT BANKING AGREEMENT 

DATED SEPTEMBER 25, 2017, AUGUST 5, 2020 AND SEPTEMBER 7, 2022 

REGARDING BOND ISSUANCES BY 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

 

 

 

September 6, 2023 

 

 

Board of Supervisors 

Tohoqua Community Development District 

 

 

Dear Supervisors: 

 

 

MBS Capital Markets, LLC (“Underwriter”) and the Board of Supervisors of the Tohoqua Community 
Development District (“District”) entered into an Investment Banking Agreement effective September 25, 2017, 
and supplemented thereafter on August 5, 2020 and September 7, 2022, (“Agreement”) wherein the District engaged 
the Underwriter to provide investment banking services for the District. The purpose of this letter is to supplement 
the Agreement by specifying the particular planned transaction currently being contemplated by the District for 
which such investment banking services are to be provided by the Underwriter. 

 

The District is considering the issuance of its Special Assessment Revenue Bonds (Phase 4C Project), Series 2023 
for the purpose of acquiring/constructing public infrastructure improvements within Phase 4C within the District 
being developed by Pulte Home Company, LLC. It is the District’s intent to engage the Underwriter to provide 
investment banking services for this transaction. 

 

The scope of services to be provided in a non-fiduciary capacity by the Underwriter for this transaction will include 
those listed below. 

 

 Advice regarding the structure, timing, terms, and other similar matters concerning the 
particular municipal securities described above. 
 Preparation of rating strategies and presentations related to the issue being underwritten. 
 Preparations for and assistance with investor “road shows,” if any, and investor discussions 
related to the issue being underwritten. 
 Advice regarding retail order periods and institutional marketing if the District decides to 
engage in a negotiated sale. 
 Assistance in the preparation of the Preliminary Official Statement, if any, and the Final 
Official Statement. 
 Assistance with the closing of the issue, including negotiation and discussion with respect 
to all documents, certificates, and opinions needed for the closing. 
 Coordination with respect to obtaining CUSIP numbers and the registration with the 
Depository Trust Company. 







 Preparation of post-sale reports for the issue, if any. 
 Structuring of refunding escrow cash flow requirements, but not the recommendation of 
and brokerage of particular municipal escrow investments. 






 

All other terms of the Agreement shall remain in effect, including specifically the Disclosures Concerning the 
Underwriter’s Role Required by MSRB Rule G-17 which is again being provided in Exhibit A hereto. By execution 
of this supplement to the Agreement you are acknowledging receipt of the same. 

 

This supplement to the Agreement shall be effective upon your acceptance and shall remain in effect until such time 
as the financing described herein has been completed or the Agreement is terminated as provided in Section 3 of 
the Agreement. 

 

 

Sincerely, 

MBS Capital Markets, LLC 

 

 

 

A close-up of some scissors
Description automatically generated with low confidence 



Brett Sealy 

Managing Partner 

 

 

Approved and Accepted By: _____________________________ 

 

Title: _____________________________ 

 

Date: _____________________________ 

 

 


EXHIBIT A 

 

Disclosures Concerning the Underwriter’s Role 

 

(i) MSRB Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and 
investors. 


 

(ii) The underwriter’s primary role is to purchase the Bonds with a view to distribution in an arm’s-length 
commercial transaction with the Issuer. The underwriters has financial and other interests that differ from 
those of the District. 


 

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


 

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


 

(v) The underwriter will review the official statement for the Bonds in accordance with, and as part of, its 
respective responsibilities to investors under the federal securities laws, as applied to the facts and 
circumstances of this transaction. 


 

Disclosure Concerning the Underwriter’s Compensation 

 

The underwriter will be compensated by a fee and/or an underwriting discount that will be set forth in the bond 
purchase agreement to be negotiated and entered into in connection with the issuance of the Bonds. Payment or 
receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of 
the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While 
this form of compensation is customary in the municipal securities market, it presents a conflict of interest since the 
underwriter may have an incentive to recommend to the District a transaction that is unnecessary or to recommend 
that the size of the transaction be larger than is necessary. 

 

Conflicts of Interest 

 

The Underwriter has not identified any additional potential or actual material conflicts that require disclosure 
including those listed below. 

 

Payments to or from Third Parties. There are no undisclosed payments, values, or credits to be received by the 
Underwriter in connection with its underwriting of this new issue from parties other than the District, and there are 
no undisclosed payments to be made by the Underwriter in connection with this new issue to parties other than the 
District (in either case including payments, values, or credits that relate directly or indirectly to collateral 
transactions integrally related to the issue being underwritten). In addition, there are no third-party arrangements 
for the marketing of the District’s securities. 

 


Profit-Sharing with Investors. There are no arrangements between the Underwriter and an investor purchasing 
new issue securities from the Underwriter (including purchases that are contingent upon the delivery by the District 
to the Underwriter of the securities) according to which profits realized from the resale by such investor of the 
securities are directly or indirectly split or otherwise shared with the Underwriter. 

 

Credit Default Swaps. There will be no issuance or purchase by the Underwriter of credit default swaps for which 
the reference is the District for which the Underwriter is serving as underwriter, or an obligation of that District. 

 

Retail Order Periods. For new issues in which there is a retail order period, the Underwriter will honor such 
agreement to provide the retail order period. No allocation of securities in a manner that is inconsistent with a 
District’s requirements will be made without the District’s consent. In addition, when the Underwriter has agreed 
to underwrite a transaction with a retail order period, it will take reasonable measures to ensure that retail clients 
are bona fide. 

 

Dealer Payments to District Personnel. Reimbursements, if any, made to personnel of the District will be made 
in compliance with MSRB Rule G-20, on gifts, gratuities, and non-cash compensation, and Rule G-17, in connection 
with certain payments made to, and expenses reimbursed for, District personnel during the municipal bond issuance 
process. 

 

Disclosures Concerning Complex Municipal Securities Financing 

 

Since the Underwriter has not recommended a “complex municipal securities financing” to the Issuer, additional 
disclosures regarding the financing structure for the Bonds are not required under MSRB Rule G-17. 

 

 


PHASE 4C 



A portion of Blocks 26, 27, 30 and 31, FLORIDA DRAINED LAND COMPANY’S SUBDIVISION No. 1, as 
recorded in Plat Book B, Pages 65 and 66 of the Public Records of Osceola County, Florida being more 
particularly described as follows: 

Commence at the Southwest corner of the Southwest 1/4 of Section 5, Township 26 South, Range 30 
East, Osceola County, Florida; thence run N00°12’35”E along the West line of said Southwest 1/4, a 
distance of 47.83 feet to the POINT OF BEGINNING; thence run N19°52'22"E, a distance of 348.40 feet to 
a point on a Non-Tangent curve, concave to the Northeast, having a Radius of 2,190.00 feet and a 
Central Angle of 02°01'29"; thence run Southeasterly along the arc of said curve, a distance of 77.39 feet 
(Chord Bearing = S64°18'20"E, Chord = 77.39 feet); thence run N19°52'22"E, a distance of 150.00 feet to 
a point on a Non-Tangent curve, concave to the East, having a Radius of 8,959.75 feet and a Central 
Angle of 00°14'33"; thence run Northerly along the arc of said curve, a distance of 37.93 feet (Chord 
Bearing = N20°59'10"E, Chord = 37.93 feet) to a point on a Non-Tangent curve, concave to the 
Southeast, having a Radius of 22,536.83 feet and a Central Angle of 01°56'36"; thence run Northeasterly 
along the arc of said curve, a distance of 764.43 feet (Chord Bearing = N25°44'37"E, Chord = 764.39 
feet); thence run S65°05'57"E, a distance of 567.05 feet; thence run S86°56'11"E, a distance of 674.54 
feet to a point on a Non-Tangent curve, concave to the East, having a Radius of 3,769.00 feet and a 
Central Angle of 04°17'56"; thence run Southerly along the arc of said curve, a distance of 282.78 feet 
(Chord Bearing = S01°43'49"E, Chord = 282.71 feet) to a point on the boundary of Tract LS-1, TOHOQUA 
– PHASE 4A, as recorded in Plat Book 30, Pages 124 through 129 of the Public Records of Osceola 
County, Florida; thence along the boundary of said Tract LS-1 the following eight (8) courses: run 
S86°07'07"W, a distance of 9.94 feet to a point on a Non-Tangent curve, concave to the East, having a 
Radius of 3,779.00 feet and a Central Angle of 00°25'10"; thence run Northerly along the arc of said 
curve, a distance of 27.66 feet (Chord Bearing = N03°40'18"W, Chord = 27.66 feet); thence run 
S86°06'06"W, a distance of 59.00 feet to a point on a Non-Tangent curve, concave to the East, having a 
Radius of 3,838.00 feet and a Central Angle of 00°37'51"; thence run Southerly along the arc of said 
curve, a distance of 42.26 feet (Chord Bearing = S03°47'03"E, Chord = 42.26 feet) to a Point of 
Compound Curve, concave to the East, having a Radius of 1,258.00 feet and a Central Angle of 
00°45'45"; thence run Southerly along the arc of said curve, a distance of 16.74 feet (Chord Bearing = 
S04°28'51"E, Chord = 16.74 feet); thence run N86°06'06"E, a distance of 59.01 feet to a point on a Non- 


Tangent curve, concave to the East, having a Radius of 1,199.00 feet and a Central Angle of 00°27'35"; 
thence run Northerly along the arc of said curve, a distance of 9.62 feet (Chord Bearing = N04°40'47"W, 
Chord = 9.62 feet); thence run N85°33'00"E, a distance of 9.94 feet to a point on a Non-Tangent curve, 
concave to the East, having a Radius of 1,189.00 feet and a Central Angle of 05°06'24"; thence run 
Southerly along the arc of said curve, a distance of 105.97 feet (Chord Bearing = S06°59'51"E, Chord = 
105.94 feet); to a point on a Non-Tangent curve, concave to the Northwest, having a Radius of 25.00 
feet and a Central Angle of 83°45'32"; thence run Southwesterly along the arc of said curve, a distance 
of 36.55 feet (Chord Bearing = S37°29'28"W, Chord = 33.38 feet); thence run S79°22'14"W, a distance of 
1.95 feet; thence run S10°37'46"E, a distance of 54.00 feet; thence run N79°22'14"E, a distance of 
328.32 feet to a point on a Non-Tangent curve, concave to the South, having a Radius of 25.00 feet and 
a Central Angle of 39°14'47"; thence run Easterly along the arc of said curve, a distance of 17.12 feet 
(Chord Bearing = S83°18'22"E, Chord = 16.79 feet); thence run S79°22'14"W, a distance of 427.57 feet to 
a point on a Non-Tangent curve, concave to the South, having a Radius of 1,653.76 feet and a Central 
Angle of 15°27'19"; thence run Westerly along the arc of said curve, a distance of 446.10 feet (Chord 
Bearing = S71°38'50"W, Chord = 444.75 feet) to a point on a Non-Tangent curve, concave to the East, 
having a Radius of 25.00 feet and a Central Angle of 55°48'06"; thence run Southerly along the arc of 
said curve, a distance of 24.35 feet (Chord Bearing = S00°35'22"E, Chord = 23.40 feet) to a Point of 
Compound Curve, concave to the Northeast, having a Radius of 470.00 feet and a Central Angle of 
02°07'01"; thence run Southeasterly along the arc of said curve, a distance of 17.36 feet (Chord Bearing 
= S29°32'55"E, Chord = 17.36 feet); thence run S58°02'45"W, a distance of 60.01 feet to a point on a 
Non-Tangent curve, concave to the Northeast, having a Radius of 530.00 feet and a Central Angle of 
14°29'12"; thence run Southeasterly along the arc of said curve, a distance of 134.00 feet (Chord Bearing 
= S38°00'10"E, Chord = 133.65 feet) to the Point of Tangency; thence run S45°14'46"E, a distance of 
413.66 feet to a point on a Non-Tangent curve, concave to the Southeast, having a Radius of 489.73 feet 
and a Central Angle of 03°30'06"; thence run Southwesterly along the arc of said curve, a distance of 
29.93 feet (Chord Bearing = S37°45'54"W, Chord = 29.92 feet); thence run S37°49'54"W, a distance of 
117.74 feet to a point on a Non-Tangent curve, concave to the Northwest, having a Radius of 591.31 
feet and a Central Angle of 29°16'54"; thence run Southwesterly along the arc of said curve, a distance 
of 302.20 feet (Chord Bearing = S56°01'53"W, Chord = 298.92 feet) to a point on a Non-Tangent curve, 
concave to the Southeast, having a Radius of 401.44 feet and a Central Angle of 36°49'07"; thence run 
Southwesterly along the arc of said curve, a distance of 257.97 feet (Chord Bearing = S55°06'29"W, 
Chord = 253.55 feet); thence run S35°26'24"W, a distance of 191.21 feet a point on the North Right of 


Containing 49.71 acres, more or less. 

 

TOGETHER WITH: 

Commence at Point “A” as described above; thence run S06°40’57”W, a distance of 97.06 feet to the 
POINT OF BEGINNING, said point being on a curve concave to the North, and having a Radius of 2044.00 
feet and a Central Angle of 07°30'24"; thence run Southeasterly along the arc of said curve a distance of 
267.79 feet (Chord Bearing = S70°50’21”E, Chord = 267.60 feet) to a Point of Reverse Curve, concave to 
the Southwest, having a Radius of 2,031.00 feet and a Central Angle of 15°48'39"; thence run 
Southeasterly along the arc of said curve, a distance of 560.46 feet (Chord Bearing = S66°41'14"E, Chord 
= 558.68 feet); thence run S35°26'14"W, a distance of 96.27 feet to the Point of Curvature of a curve 
concave to the North, having a Radius of 45.00 feet and a Central Angle of 84°14'44"; thence run 
Westerly along the arc of said curve, a distance of 66.17 feet (Chord Bearing = S77°33'36"W, Chord = 
60.36 feet) to a Point of Reverse Curve, concave to the Southwest, having a Radius of 1,894.00 feet and 
a Central Angle of 14°16'43"; thence run Northwesterly along the arc of said curve, a distance of 472.00 
feet (Chord Bearing = N67°27'24"W, Chord = 470.78 feet) to a point on a Non-Tangent curve, concave to 
the North, having a Radius of 2,409.84 feet and a Central Angle of 07°24'49"; thence run Westerly along 
the arc of said curve, a distance of 311.81 feet (Chord Bearing = N70°16'31"W, Chord = 311.59 feet); 


thence run N23°34'50"E, a distance of 20.00 feet to a point on a Non-Tangent curve, concave to the 
North, having a Radius of 25.00 feet and a Central Angle of 90°10'58"; thence run Easterly along the arc 
of said curve, a distance of 39.35 feet (Chord Bearing = N68°29'21"E, Chord = 35.41 feet) to the Point of 
Tangency; thence run N23°23'51"E, a distance of 90.87 feet to the POINT OF BEGINNING. 

Containing 2.56 acres, more or less. 

 


RESOLUTION 2023-13 

A RESOLUTION OF TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT SUPPLEMENTING ITS RESOLUTION 2017-21, 
AUTHORIZING THE ISSUANCE OF ITS TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT SPECIAL ASSESSMENT REVENUE 
BONDS, SERIES 2023 (PHASE 4C PROJECT) IN A PRINCIPAL AMOUNT 
OF NOT EXCEEDING $3,100,000 FOR THE PRINCIPAL PURPOSE OF 
ACQUIRING AND CONSTRUCTING ASSESSABLE IMPROVEMENTS; 
DELEGATING TO THE CHAIR OR VICE CHAIR OF THE BOARD OF 
SUPERVISORS OF THE DISTRICT, SUBJECT TO COMPLIANCE WITH 
THE APPLICABLE PROVISIONS HEREOF, THE AUTHORITY TO 
AWARD THE SALE OF SUCH PHASE 4C BONDS TO MBS CAPITAL 
MARKETS, LLC BY EXECUTING AND DELIVERING TO SUCH 
UNDERWRITER A BOND PURCHASE AGREEMENT AND APPROVING 
THE FORM THEREOF; APPROVING THE FORM OF AND 
AUTHORIZING THE EXECUTION OF THE SIXTH SUPPLEMENTAL 
TRUST INDENTURE; APPROVING U.S. BANK TRUST COMPANY, 
NATIONAL ASSOCIATION AS THE TRUSTEE, BOND REGISTRAR 
AND PAYING AGENT FOR SUCH PHASE 4C BONDS; MAKING 
CERTAIN FINDINGS; APPROVING FORM OF SAID PHASE 4C BONDS; 
APPROVING THE FORM OF THE PRELIMINARY LIMITED 
OFFERING MEMORANDUM AND AUTHORIZING THE USE BY THE 
UNDERWRITER OF THE PRELIMINARY LIMITED OFFERING 
MEMORANDUM AND THE LIMITED OFFERING MEMORANDUM 
AND THE EXECUTION OF THE LIMITED OFFERING 
MEMORANDUM; APPROVING THE FORM OF THE CONTINUING 
DISCLOSURE AGREEMENT AND AUTHORIZING THE EXECUTION 
THEREOF; APPROVING THE FORM OF AND AUTHORIZING THE 
EXECUTION AND DELIVERY OF AN AMENDED AND RESTATED 
ACQUISITION AGREEMENT, AN ACQUISITION AGREEMENT, A 
COLLATERAL ASSIGNMENT AND A TRUE-UP AGREEMENT; 
AUTHORIZING CERTAIN OFFICIALS OF TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT AND OTHERS TO TAKE ALL ACTIONS 
REQUIRED IN CONNECTION WITH THE ISSUANCE, SALE AND 
DELIVERY OF SAID PHASE 4C BONDS; PROVIDING CERTAIN OTHER 
DETAILS WITH RESPECT TO SAID PHASE 4C BONDS; AND 
PROVIDING AN EFFECTIVE DATE. 

WHEREAS, Tohoqua Community Development District (the “District”) is authorized by 
Florida Statutes, Chapter 190 (the “Act”) and Ordinance No. 2017-57 of Osceola County, Florida, 
(the “Ordinance”), to issue its bonds for the purpose of acquiring and constructing assessable 
improvements all as provided in the Act and the Ordinance; and 

WHEREAS, the District is authorized by the Act to make payments of principal, interest, 
and premium, if any, with respect to its bonds by levying and collecting special assessments on 


property located within the District and specially benefited by the assessable improvements to be 
financed with certain proceeds of its bonds; and 

WHEREAS, the District pursuant to its Resolution 2017-21 adopted September 25, 2017 
(the “Bond Resolution”) authorized the issuance of its not exceeding $94,500,000 principal 
amount of its special assessment revenue bonds (the “Bonds”) in separate series for the purposes 
set forth in said Bond Resolution and approved the form of the Master Indenture (hereinafter 
defined) in substantially the form attached to the Bond Resolution; and 

WHEREAS, the Bonds were validated by final judgment rendered by the Circuit Court in 
and for Osceola County, Florida on December 5, 2017; and 

WHEREAS, the District pursuant to its Resolution 2018-09 adopted January 3, 2018 (the 
“First Supplemental Resolution”) authorized the issuance of its not exceeding $3,500,000 principal 
amount of its special assessment revenue bonds in separate series for the purposes set forth in said 
First Supplemental Resolution and approved the form of a Supplemental Indenture (hereinafter 
defined) in substantially the form attached to the First Supplemental Resolution; and 

WHEREAS, pursuant to the First Supplemental Resolution, the District has previously 
issued the $2,165,000 in aggregate principal amount of its Special Assessment Revenue Bonds 
Series 2018; and 

WHEREAS, the District pursuant to its Resolution 2021-06 adopted February 3, 2021 (the 
“Second Supplemental Resolution”) authorized the issuance of its not exceeding $3,500,000 
principal amount of its special assessment revenue bonds in separate series for the purposes set 
forth in said Second Supplemental Resolution and approved the form of a Supplemental Indenture 
in substantially the form attached to the Second Supplemental Resolution; and 

WHEREAS, pursuant to the Second Supplemental Resolution, the District has previously 
issued $2,580,000 in aggregate principal amount of its Special Assessment Revenue Bonds, Series 
2021 (Phase 2 Project); and 

WHEREAS, the District pursuant to its Resolution 2021-07 adopted February 3, 2021 (the 
“Third Supplemental Resolution”) authorized the issuance of its not exceeding $3,500,000 
principal amount of its special assessment revenue bonds in separate series for the purposes set 
forth in said Third Supplemental Resolution and approved the form of a Supplemental Indenture 
in substantially the form attached to the Third Supplemental Resolution; and 

WHEREAS, pursuant to the Third Supplemental Resolution, the District has previously 
issued $2,660,000 in aggregate principal amount of its Special Assessment Revenue Bonds, Series 
2021 (Phase 4A/5A Project); and 

WHEREAS, the District pursuant to its Resolution 2022-12 adopted September 7, 2022 
(the “Fourth Supplemental Resolution”) authorized the issuance of its not exceeding $4,600,000 
principal amount of its special assessment revenue bonds in separate series for the purposes set 
forth in said Fourth Supplemental Resolution and approved the form of a Supplemental Indenture 
in substantially the form attached to the Fourth Supplemental Resolution; and 


WHEREAS, pursuant to the Fourth Supplemental Resolution, the District has previously 
issued $2,230,000 in aggregate principal amount of its Special Assessment Revenue Bonds, Series 
2021 (Phase 4B/5B Project); and 

WHEREAS, the District pursuant to its Resolution 2023-04 adopted October 5, 2022 (the 
“Fifth Supplemental Resolution”) authorized the issuance of its not exceeding $3,400,000 
principal amount of its special assessment revenue bonds in separate series for the purposes set 
forth in said Fifth Supplemental Resolution and approved the form of a Supplemental Indenture in 
substantially the form attached to the Fifth Supplemental Resolution; and 

WHEREAS, pursuant to the Fifth Supplemental Resolution, the District has previously 
issued $2,120,000 in aggregate principal amount of its Special Assessment Revenue Bonds, Series 
2022 (Phase 3/6 Project); and 

WHEREAS, the District now desires to supplement the Bond Resolution, to authorize the 
issuance of and award the sale of its Special Assessment Revenue Bonds, Series 2023 (Phase 4C 
Project) (the “Phase 4C Bonds”) in a principal amount not exceeding $3,100,000, to approve the 
Sixth Supplemental Indenture (hereinafter defined) and to provide for various other matters 
relating to the issuance of the Phase 4C Bonds; and 

WHEREAS, the Board of Supervisors of the District (the “Board”) has received from 
MBS Capital Markets, LLC (the “Underwriter”) a proposal in the form of a Bond Purchase 
Agreement (the “Contract”) for the purchase of the Phase 4C Bonds and the Board has determined 
that acceptance of such proposal and the sale of the Phase 4C Bonds to the Underwriter is in the 
best interest of the District for the reasons hereafter indicated; 

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF 
TOHOQUA COMMUNITY DEVELOPMENT DISTRICT, as follows: 

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

SECTION 2. Authorization. There is hereby authorized to be issued the Phase 4C Bonds 
in a principal amount not exceeding $3,100,000. The Phase 4C Bonds shall be issued under and 
secured by that Master Trust Indenture (the “Master Indenture”), as supplemented by that Sixth 
Supplemental Trust Indenture (the “Sixth Supplemental Indenture”), both by and between the 
District and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) (the 
Master Indenture and the Sixth Supplemental Indenture are referred to collectively as the 
“Indenture”). The proceeds of the Phase 4C Bonds shall be used for the purposes set forth in the 
Sixth Supplemental Indenture and the Limited Offering Memorandum (hereinafter defined). 

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


same, such execution to be conclusive evidence of such approval. The Trustee is hereby approved 
to serve as Trustee, Bond Registrar and Paying Agent under such Supplemental Indenture. 

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

SECTION 5. Contract Approved. The Board hereby approves the Contract submitted 
by the Underwriter in substantially the form attached as Exhibit B hereto. The Chair or Vice Chair 
of the Board is hereby authorized to execute the Contract and to deliver the Contract to the 
Underwriter with such changes, amendments, modifications, omissions and additions as may be 
approved by the executing Chair or Vice Chair; provided that (i) the principal amount of the Phase 
4C Bonds shall not exceed $3,100,000; (ii) the interest rate on the Phase 4C Bonds shall not exceed 
the maximum rate permitted by law; (iii) the Underwriter’s discount shall not exceed two percent 
(2.0%) of the principal amount of the Phase 4C Bonds (exclusive of the fee and expenses of 
Underwriter’s Counsel); (iv) the Phase 4C Bonds shall be subject to optional redemption no later 
than May 1, 2037 at a Redemption Price not in excess of 100% of the principal amount to be 
redeemed plus accrued interest to the redemption date; and (v) the final maturity of the Phase 4C 
Bonds shall be no later than May 1, 2055. 

SECTION 6. Preliminary Limited Offering Memorandum and Limited Offering 
Memorandum. The District hereby approves the Preliminary Limited Offering Memorandum in 
substantially the form attached hereto as Exhibit C (the “Preliminary Limited Offering 
Memorandum”) and authorizes its distribution and use by the Underwriter in connection with the 
offering for the sale of the Phase 4C Bonds. If between the date hereof and the mailing of the 
Preliminary Limited Offering Memorandum it is necessary to make insertions, modifications and 
changes to the Preliminary Limited Offering Memorandum, the Chair or Vice Chair is hereby 
authorized to approve such insertions, changes and modifications, and, the Chair or Vice Chair is 
hereby authorized to deem the Preliminary Limited Offering Memorandum “final” within the 
meaning of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) under the 
Securities Exchange Act of 1934, in the form as mailed and in furtherance thereof to execute a 
certificate evidencing same. The preparation of a final Limited Offering Memorandum is hereby 
approved and the Chair or Vice Chair is hereby authorized to execute such final Limited Offering 
Memorandum to be dated the date of the award of the Phase 4C Bonds and, upon such award, to 
deliver the same to the Underwriter for use by it in connection with the sale and distribution of the 
Phase 4C Bonds. The Limited Offering Memorandum shall be substantially in the form of the 
final Preliminary Limited Offering Memorandum, with such changes as shall be approved by the 
Chair or Vice Chair as necessary to conform to the details of the Phase 4C Bonds and such other 
insertions, modifications and changes as may be approved by the Chair or Vice Chair. The 
execution and delivery of the Limited Offering Memorandum by the Chair or Vice Chair shall 
constitute evidence of the approval thereof. The District hereby authorizes the use of the 
Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and the 
information contained therein in connection with the offering and sale of the Phase 4C Bonds. 


SECTION 7. Form of Phase 4C Bonds. The Phase 4C Bonds shall be in substantially 
the form as set forth in an exhibit to the Sixth Supplemental Indenture, with such additions, 
deletions and other changes thereto as the officials of the Board executing the Phase 4C Bonds 
shall approve, such approval to be conclusively evidenced by the execution of the Phase 4C Bonds 
(by manual or facsimile signature) by such officials. The Board hereby authorizes and approves 
the use of a facsimile of the District seal on the Phase 4C Bonds. 

SECTION 8. Continuing Disclosure Agreement. The form and content of the 
Continuing Disclosure Agreement (the “Disclosure Document”) relating to the Phase 4C Bonds 
attached hereto as Exhibit D is hereby approved. The Chair or Vice Chair and the Secretary or 
any Assistant Secretary are hereby authorized to execute on behalf of the District the Disclosure 
Document in substantially the form attached hereto, with such additions, deletions, and other 
changes as may be necessitated by applicable law, this Resolution and the Contract as such officers 
may approve (such approval to be conclusively evidenced by their execution of the Disclosure 
Document). 

SECTION 9. Approval of Amended and Restated Acquisition Agreement, 
Acquisition Agreement, Collateral Assignment and True-Up Agreement. The Amended and 
Restated Acquisition Agreement, Acquisition Agreement, Collateral Assignment and True-Up 
Agreement are hereby approved in substantially the form set forth in composite Exhibit E hereto 
and the Chair and the Vice Chair of the Board are each hereby authorized and directed to execute 
and deliver such documents on behalf of and in the name of the District and the Secretary or any 
Assistant Secretary of the Board are hereby authorized to attest such execution, with such additions 
and deletions therein as may be made and approved by the Chair or the Vice Chair executing the 
same, such execution to be conclusive evidence of such approval. 

SECTION 10. Open Meetings. It is hereby found and determined that all official acts of 
this Board concerning and relating to the issuance, sale, and delivery of the Phase 4C Bonds, 
including but not limited to adoption of this Resolution, were taken in open meetings of the 
members of the Board and all deliberations of the members of the Board that resulted in such 
official acts were in meetings open to the public, in compliance with all legal requirements 
including, but not limited to, the requirement of Florida Statutes, Section 286.011. 

SECTION 11. Other Actions. The Chair, the Vice Chair, the Secretary, any Assistant 
Secretary and the District Manager of the District, and any authorized designee thereof 
(collectively, the “District Officers”), Akerman LLP, as Bond Counsel, Latham, Luna, Eden & 
Beaudine, LLP, as the District’s General Counsel, and any other consultant or experts retained by 
the District, are hereby authorized and directed to take all actions necessary or desirable in 
connection with the issuance and delivery of the Phase 4C Bonds and the consummation of all 
transactions in connection therewith. The District Officers are hereby authorized and directed to 
execute all necessary or desirable certificates, documents, papers, and agreements necessary to the 
undertaking and fulfillment of all transactions referred to in or contemplated by the Sixth 
Supplemental Indenture, the Preliminary Limited Offering Memorandum, the Limited Offering 
Memorandum, this Resolution, the Disclosure Document and the Contract. 


SECTION 12. Approval of Prior Actions. All actions taken to date by the members of 
the Board and the officers, agents, and employees of the District in furtherance of the issuance of 
the Bonds are hereby approved, confirmed and ratified. 

SECTION 13. Inconsistent Resolutions and Motions. All prior resolutions of the Board 
inconsistent with the provisions of this Resolution are hereby modified, supplemented and 
amended to conform with the provisions herein contained and, except as so modified, 
supplemented and amended hereby, shall remain in full force and effect. 

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

ADOPTED this ___ day of September, 2023. 

TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT 

[SEAL] 

 

By:_________________________________ 

Chair 

Attest: 

 

 

By:____________________________________ 

 Secretary 

 

Exhibits 

A - Sixth Supplemental Indenture 

B - Bond Purchase Agreement 

C - Preliminary Limited Offering Memorandum 

D - Continuing Disclosure Agreement 

E – Amended and Restated Acquisition Agreement, Acquisition Agreement, 

 Collateral Assignment and True-Up Agreement 

 


SIXTH SUPPLEMENTAL TRUST INDENTURE 

_______________________________ 

between 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

and 

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

_______________________________ 

Dated as of [__________] 1, 2023 

_______________________________ 

relating to 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 
(PHASE 4C PROJECT) 

 


TABLE OF CONTENTS 

This Table of Contents is incorporated herein for ease of reference only and shall not be 
deemed a part of this Sixth Supplemental Trust Indenture. 

Page 
ARTICLE I DEFINITIONS ........................................................................................................ 3 
SECTION 1.01 Definitions................................................................................................... 3 
ARTICLE II AUTHORIZATION, ISSUANCE AND PROVISIONS OF PHASE 4C 
BONDS ................................................................................................................ 7 
SECTION 2.01 Authorization of Phase 4C Bonds; Book-Entry Only Form ....................... 7 
SECTION 2.02 Terms of Phase 4C Bonds ........................................................................... 8 
SECTION 2.03 Dating; Interest Accrual .............................................................................. 8 
SECTION 2.04 Denominations ............................................................................................ 8 
SECTION 2.05 Paying Agent ............................................................................................... 9 
SECTION 2.06 Registrar ...................................................................................................... 9 
SECTION 2.07 Conditions Precedent to Issuance of Phase 4C Bonds ................................ 9 
ARTICLE III REDEMPTION OF PHASE 4C BONDS......................................................... 10 
SECTION 3.01 Phase 4C Bonds Subject to Redemption ................................................... 10 
ARTICLE IV DEPOSIT OF PROCEEDS OF PHASE 4C BONDS AND 
APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS 
AND OPERATION THEREOF ..................................................................... 10 
SECTION 4.01 Establishment of Accounts ....................................................................... 10 
SECTION 4.02 Use of Proceeds of the Phase 4C Bonds ................................................... 10 
SECTION 4.03 Phase 4C Project Account ......................................................................... 11 
SECTION 4.04 Phase 4C Costs of Issuance Account ........................................................ 12 
SECTION 4.05 Phase 4C Reserve Account ....................................................................... 12 
SECTION 4.06 Amortization Installments ......................................................................... 14 
SECTION 4.07 Application of Revenues and Investment Earnings .................................. 14 
ARTICLE V CONCERNING THE TRUSTEE....................................................................... 17 
SECTION 5.01 Acceptance by Trustee .............................................................................. 17 
SECTION 5.02 Limitation of Trustee's Responsibility ...................................................... 17 
SECTION 5.03 Trustee's Duties ......................................................................................... 17 
ARTICLE VI ADDITIONAL BONDS ..................................................................................... 17 
SECTION 6.01 Limitation on Parity Bonds ....................................................................... 17 
ARTICLE VII COVENANTS OF THE ISSUER; ADDITIONAL EVENTS OF 
DEFAULTS AND REMEDIES; MISCELLANEOUS ................................. 18 
SECTION 7.01 Confirmation of Master Indenture ............................................................ 18 
SECTION 7.02 Continuing Disclosure Agreement ............................................................ 18 
SECTION 7.03 Additional Covenants Regarding Collection of Phase 4C Special 
Assessments .............................................................................................. 18 
SECTION 7.04 Additional Matters Relating to Delinquent Assessments ......................... 19 
SECTION 7.05 Additional Matters Relating to Phase 4C Special Assessments and 
Assessment Proceedings ........................................................................... 20 
SECTION 7.06 Additional Matters Relating to Events of Default .................................... 20 
SECTION 7.07 Provisions Relating to Bankruptcy or Insolvency of Landowner ............. 20 
SECTION 7.08 Miscellaneous ........................................................................................... 22 
EXHIBITS 

Exhibit A - Form of Phase 4C Bonds ......................................................................................... A-1 

Exhibit B - Phase 4C Project Account Requisition .....................................................................B-1 

Exhibit C - Description of Phase 4C Project ...............................................................................C-1 

 


SIXTH SUPPLEMENTAL TRUST INDENTURE 

THIS SIXTH SUPPLEMENTAL TRUST INDENTURE (the “Sixth Supplemental 
Indenture”) dated as of [__________] 1, 2023, between TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT, a local unit of special purpose government and a community 
development district organized and existing under the laws of the State of Florida (the “Issuer” 
or the “District”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as 
Trustee (the “Trustee”), a national banking association authorized to accept and execute trusts of 
the character herein set out within the State of Florida. All capitalized terms not otherwise 
defined herein shall have the meaning ascribed thereto in the Master Indenture (hereinafter 
defined) and this Sixth Supplemental Indenture. 

WHEREAS, the Issuer has entered into the Master Indenture dated as of February 1, 
2018 (the “Master Indenture”) with the Trustee to secure the issuance from time to time of its 
Tohoqua Community Development District Special Assessment Revenue Bonds (the “Bonds”) 
in one or more Series; and 

WHEREAS, pursuant to Resolution 2017-21 adopted September 25, 2017 (the “Bond 
Resolution”), the Issuer authorized the issuance of not to exceed $94,500,000 of its Bonds in one 
or more Series as authorized under the Master Indenture; and 

WHEREAS, the Bonds were validated by final judgment of the Circuit Court in and for 
Osceola County, Florida rendered on December 5, 2017; and 

WHEREAS, the Board of the Issuer duly adopted Resolution 2017-19 and 2017-20 on 
September 25, 2017 providing for the acquisition and construction of the Issuer’s Capital 
Improvement Program, providing estimated Costs of the Capital Improvement Program, defining 
assessable property to be benefited by the Capital Improvement Program, defining the cost of the 
Capital Improvement Program with respect to which Special Assessments will be imposed and 
the manner in which such Special Assessments shall be levied against such benefited property 
within the District Lands, directing the preparation of an assessment roll, and, stating the intent 
of the Issuer to issue Bonds of the Issuer secured by such Special Assessments to finance the 
costs of the acquisition and construction of all or a portion of the Capital Improvement Program, 
and the Board of the Issuer duly adopted Resolution 2018-07 on November 1, 2017, following a 
public hearing conducted in accordance with the Act, to equalize and levy Special Assessments 
to defray the Costs of the Capital Improvement Program, as such resolutions may be 
supplemented with respect to the Phase 4C Bonds (collectively, the “Assessment Resolutions”); 
and 

WHEREAS, the Issuer has determined that it is necessary and desirable at this time to 
proceed with the acquisition, construction, installation and equipping of additional phases of the 
Capital Improvement Program (the “Phase 4C Project”); and 

WHEREAS, pursuant to the Award Resolution (hereinafter defined), the Issuer, among 
other matters, authorized the issuance of its $[_________] in aggregate principal amount of its 
Special Assessment Revenue Bonds, Series 2023 (Phase 4C Project) (the “Phase 4C Bonds”), 
pursuant to the Master Indenture, as supplemented hereby, for the purpose of providing funds 


sufficient to: (i) finance a portion of the construction, acquisition, equipping and/or improvement 
of the Phase 4C Project; (ii) pay capitalized interest on such Phase 4C Bonds through November 
1, 2024; (iii) fund the Phase 4C Reserve Account established for such Phase 4C Bonds in an 
amount equal to the Phase 4C Reserve Account Requirement; and (iv) pay certain costs 
associated with the issuance of such Phase 4C Bonds; and 

WHEREAS, the execution and delivery of the Phase 4C Bonds and of this Sixth 
Supplemental Indenture have been duly authorized by the Board of the Issuer and all things 
necessary to make the Phase 4C Bonds, when executed by the Issuer and authenticated by the 
Trustee, valid and binding legal obligations of the Issuer and to make this Sixth Supplemental 
Indenture a valid and binding agreement and, together with the Master Indenture, a valid and 
binding lien on the Phase 4C Pledged Revenues (as hereinafter defined) have been done. 

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

That the Issuer, in consideration of the premises, the acceptance by the Trustee of the 
trusts hereby created, the mutual covenants herein contained, the purchase and acceptance of the 
Phase 4C Bonds by the purchaser or purchasers thereof, and other good and valuable 
consideration, receipt of which is hereby acknowledged, and in order to further secure the 
payment of the principal and Redemption Price of, and interest on, the Phase 4C Bonds 
Outstanding from time to time, according to their tenor and effect, and such other payments 
required to be made under the Master Indenture or hereunder, and to further secure the 
observance and performance by the Issuer of all the covenants, expressed or implied in the 
Master Indenture, in this Sixth Supplemental Indenture and in the Phase 4C Bonds: (a) has 
executed and delivered this Sixth Supplemental Indenture and (b) does hereby, in confirmation 
of the Master Indenture, grant, bargain, sell, convey, transfer, assign and pledge unto the Trustee, 
and unto its successors in interest, the trusts under the Master Indenture and, to them and their 
successors and assigns forever, all right, title and interest of the Issuer in, to and under, subject to 
the terms and conditions of the Master Indenture and the provisions of the Master Indenture 
pertaining to the application thereof for or to the purposes and on the terms set forth in the 
Master Indenture, all Phase 4C Pledged Revenues (as hereinafter defined) which shall comprise 
the Pledged Revenues securing only the Phase 4C Bonds; 

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

IN TRUST NEVERTHELESS, except as in each such case may otherwise be provided 
in the Master Indenture and herein, upon the terms and trusts in the Master Indenture and herein 
set forth for the equal and proportionate benefit, security and protection of all and singular the 
present and future Owners of the Phase 4C Bonds issued or to be issued under and secured by 
this Sixth Supplemental Indenture, without preference, priority or distinction as to lien or 
otherwise, of any one Phase 4C Bonds over any other Phase 4C Bond by reason of priority in 
their issue, sale or execution; 


PROVIDED HOWEVER, that if the Issuer, its successors or assigns, shall well and 
duly pay, or cause to be paid, or make due provision for the payment of the principal and 
Redemption Price of the Phase 4C Bonds or any Phase 4C Bonds of a particular maturity issued, 
secured and Outstanding under this Sixth Supplemental Indenture and the interest due or to 
become due thereon, at the times and in the manner mentioned in the Phase 4C Bonds and this 
Sixth Supplemental Indenture, according to the true intent and meaning thereof, and shall well 
and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the 
Master Indenture and this Sixth Supplemental Indenture to be kept, performed and observed by 
it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it 
in accordance with the terms and provisions of the Master Indenture and this Sixth Supplemental 
Indenture, then upon such final payments, this Sixth Supplemental Indenture and the rights 
hereby granted shall cease and terminate, with respect to all Phase 4C Bonds or any Phase 4C 
Bond of a particular maturity, otherwise this Sixth Supplemental Indenture shall remain in full 
force and effect; 

THIS SIXTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, and it 
is expressly declared, that all Phase 4C Bonds issued and secured hereunder are to be issued, 
authenticated and delivered and all of the rights and property pledged to the payment thereof are 
to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, 
covenants, agreements, trusts, uses and purposes as in the Master Indenture (except as amended 
directly or by implication by this Sixth Supplemental Indenture), including this Sixth 
Supplemental Indenture, expressed, and the Issuer has agreed and covenanted, and does hereby 
agree and covenant, with the Trustee and with the respective Owners, from time to time, of the 
Phase 4C Bonds, as follows: 

ARTICLE I 
DEFINITIONS 

SECTION 1.01 Definitions. All terms used herein that are defined in the recitals hereto 
are used with the same meaning herein unless the context clearly requires otherwise. All terms 
used herein that are defined in the Master Indenture are used with the same meaning herein 
(including the use of such terms in the recitals hereto and the granting clauses hereof) unless (i) 
expressly given a different meaning herein or (ii) the context clearly requires otherwise. In 
addition, unless the context clearly requires otherwise, the following terms used herein shall have 
the following meanings: 

 “Amortization Installments” shall mean the moneys required to be on deposit to the 
Phase 4C Principal Account on May 1 of each year to pay the Phase 4C Assessment Principal of 
the Phase 4C Bonds subject to mandatory sinking fund redemption on such May 1. 

“Assessment Proceedings” shall mean the proceedings of the Issuer with respect to the 
establishment, levy and collection of the Phase 4C Special Assessments, including, but not 
limited to the Assessment Resolutions and any supplemental proceedings undertaken by the 
Issuer with respect to the Phase 4C Special Assessments. 

“Award Resolution” shall mean Resolution 2023-[__] adopted by the Board on 
September 6, 2023. 


“Bond Depository” shall mean the securities depository existing from time to time under 
Section 2.01 hereof, which may be the Issuer. 

“Bond Participants” shall mean those broker-dealers, banks and other financial 
institutions from time to time for which the Bond Depository holds Phase 4C Bonds as securities 
depository. 

“Capital Improvement Program” shall mean the infrastructure improvements and 
facilities and related interests in land described in the Engineer's Report dated September 25, 
2017. 

“Collateral Assignment” shall mean that certain Collateral Assignment and Assumption 
of Development and Contract Rights Relating to Tohoqua Community Development District 
(Phase 4C Bonds) dated as of [__________] 1, 2023 between the Issuer and the Developer, as 
amended from time to time. 

“Delinquent Assessment Interest” shall mean Phase 4C Assessment Interest deposited by 
the Issuer with the Trustee after May 1 of the year in which such Phase 4C Assessment Interest 
has, or would have, become delinquent under State law applicable thereto, and, in the case of 
Phase 4C Assessment Interest that is billed directly by the Issuer, any installment of Phase 4C 
Assessment Interest that is not paid by the applicable Interest Payment Date with respect to 
which it has been billed. 

“Delinquent Assessment Principal” shall mean Phase 4C Assessment Principal deposited 
by the Issuer with the Trustee after May 1 of the year in which such Phase 4C Assessment 
Principal has, or would have, become delinquent under State law applicable thereto and, in the 
case of Phase 4C Assessment Principal that is billed directly by the Issuer, any installment of 
Phase 4C Assessment Principal that is not paid by the applicable Interest Payment Date with 
respect to which it has been billed. 

“Delinquent Assessments” shall mean, collectively, Delinquent Assessment Interest and 
Delinquent Assessment Principal. 

“Developer” shall mean Pulte Home Company, LLC, a Michigan limited liability 
company, and its successors and assigns. 

 

“Developer Agreement” shall mean, collectively, one or more written agreements 
between the Developer and the Issuer pursuant to which the Developer has agreed to convey, 
construct and/or complete, and the Issuer has agreed to purchase and/or accept, from time to 
time, interests in real property and completed components of infrastructure comprising the 
Project. 

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

“Engineer's Report” shall mean the Sixth Supplemental Engineer's Report attached as an 
appendix to the Limited Offering Memorandum relating to the Phase 4C Bonds, as may be 
supplemented and amended from time to time. 


“Indenture” shall mean, collectively, the Master Indenture and this Sixth Supplemental 
Indenture, as same may be amended from time to time. 

“Interest Payment Date” shall mean each May 1 and November 1, commencing 
November 1, 2023. 

“Majority Owners” means the beneficial owners of more than fifty percent (50%) of the 
Outstanding Phase 4C Bonds. 

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

“Operation and Maintenance Assessments” shall mean non-ad valorem special 
assessments levied by the Issuer pursuant to the Act and other applicable law on assessable 
District Lands that are subject to the Phase 4C Special Assessments for the operation and 
maintenance of the Phase 4C Project and/or the operations of the Issuer. 

“Phase 4C Assessment Interest” shall mean the interest on the Phase 4C Special 
Assessments which is pledged to the Phase 4C Bonds. 

“Phase 4C Assessment Principal” shall mean the amount of Phase 4C Special 
Assessments received by the Issuer which represents the principal and Amortization Installments 
relating to the Phase 4C Bonds, other than applicable Delinquent Assessment Principal and 
Phase 4C Prepayment Principal. 

“Phase 4C Bonds” shall mean the $[_________] Tohoqua Community Development 
District Special Assessment Revenue Bonds, Series 2023 (Phase 4C Project), issued and 
delivered pursuant to the provisions of the Indenture. 

“Phase 4C Pledged Revenues” shall mean (a) all revenues received by the Issuer from the 
Phase 4C Special Assessments, including, without limitation, amounts received from any 
foreclosure proceeding for the enforcement or collection of such Phase 4C Special Assessments 
or from the issuance and sale of tax certificates with respect to such Phase 4C Special 
Assessments, and (b) all moneys on deposit in the Funds and Accounts established under this 
Sixth Supplemental Indenture for the Phase 4C Bonds; provided, however, that Phase 4C 
Pledged Revenues shall not include any moneys transferred to the Rebate Fund (or investment 
earnings thereon). 

“Phase 4C Prepayment Principal” shall mean the excess amount of Phase 4C Assessment 
Principal received by the Issuer over the Phase 4C Assessment Principal included within the 
Phase 4C Special Assessments appearing on any outstanding and unpaid bill. Anything herein or 
in the Master Indenture to the contrary notwithstanding, the term Phase 4C Prepayment Principal 
shall not mean the proceeds of any refunding bonds or other borrowing of the Issuer. 

“Phase 4C Project” shall mean the infrastructure improvements and facilities and related 
interests in land comprising the portion of the Capital Improvement Program financed in part by 
the Issuer with the net proceeds of the Phase 4C Bonds, as more fully described in Exhibit C 
hereto. 


“Phase 4C Reserve Account Requirement” shall mean initially an amount equal to fifty 
percent (50%) of the maximum annual Debt Service Requirement for the Outstanding Phase 4C 
Bonds, as calculated from time to time, which is initially $[_______], until such time as the 
Reserve Account Release Conditions are met, at which time and thereafter the Phase 4C Reserve 
Account Requirement shall be an amount equal to ten percent (10%) of the maximum annual 
Debt Service Requirement for the Phase 4C Bonds, as of the time of any such calculation. The 
Issuer or the District Manager, on behalf of the Issuer, shall provide written notice to the Trustee 
when the Reserve Account Release Conditions have been satisfied, upon which notice the 
Trustee may conclusively rely, and shall direct the Trustee to transfer any excess in the Phase 4C 
Reserve Account as a result of satisfaction of the Reserve Account Release Conditions as 
provided in Section 4.05 hereof. For the purpose of calculating the Phase 4C Reserve Account 
Requirement, the maximum annual Debt Service Requirement shall be calculated as of the date 
of the original issuance and delivery of the Phase 4C Bonds and recalculated in connection with 
each extraordinary mandatory redemption of the Phase 4C Bonds as provided for in the 
Indenture (but not upon the optional or mandatory sinking fund redemption thereof). 

“Phase 4C Special Assessments” shall mean the Special Assessments levied against the 
properties within the District Lands specially benefitted by the Phase 4C Project and 
corresponding to the debt service on the Phase 4C Bonds and designated as such in the 
Assessment Proceedings. The Phase 4C Special Assessments shall not include Operation and 
Maintenance Assessments or other “special assessments” levied and collected by the Issuer 
under Section 190.022 of the Act for maintenance purposes or “maintenance special 
assessments” levied and collected by the Issuer under Section 190.021(3) of the Act. 

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

“Reserve Account Release Conditions” shall mean (i) all residential units/homes to be 
subject to the Phase 4C Special Assessments have been built, sold and closed with end-users; (ii) 
all Phase 4C Special Assessments are being collected pursuant to the Uniform Method; and (iii) 
no Event of Default has occurred and is continuing with respect to any Outstanding Phase 4C 
Bonds. 

“Substantially Absorbed” shall mean the date when at least ninety percent (90%) of the 
principal portion of the Phase 4C Special Assessments have been assigned to residential units 
within the District that have each received a certificate of occupancy. The Trustee and the Issuer 
may conclusively rely on a certificate from the District Manager regarding such status of the 
residential units and the Phase 4C Special Assessments, and in the absence of such certification, 
may assume the Phase 4C Special Assessments have not been Substantially Absorbed. 

“True-Up Agreement” shall mean the Agreement Between Developer and Tohoqua 
Community Development District Regarding the True Up and Payment for Special Assessment 
Revenue Bonds, Series 2023 (Phase 4C Bonds), dated as of [__________] 1, 2023, by and 
between the Issuer and the Developer. 


“Uniform Method” shall mean the uniform method for the levy, collection and 
enforcement of non-ad valorem assessments afforded by Sections 197.3631, 197.3632 and 
197.3635, Florida Statutes, and any amendments thereto, and any successor statutes thereto. 

 

ARTICLE II 
AUTHORIZATION, ISSUANCE AND PROVISIONS OF PHASE 4C BONDS 

SECTION 2.01 Authorization of Phase 4C Bonds; Book-Entry Only Form The Phase 
4C Bonds are hereby authorized to be issued in one Series in the aggregate principal amount of 
$[_________] for the purposes enumerated in the recitals hereto and designated as “Tohoqua 
Community Development District Special Assessment Revenue Bonds, Series 2023 (Phase 4C 
Project).” The Phase 4C Bonds shall be substantially in the form set forth as Exhibit A to this 
Sixth Supplemental Indenture. 

The Phase 4C Bonds shall be initially issued in the form of a separate single certificated 
fully registered Phase 4C Bond for each maturity of the Phase 4C Bonds and shall be numbered 
consecutively from R-1 and up. Upon initial issuance, the ownership of such Phase 4C Bonds 
shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as 
Nominee of DTC, the initial Bond Depository. Except as provided in this Section 2.01, all of the 
Outstanding Phase 4C Bonds shall be registered in the registration books kept by the Registrar in 
the name of Cede & Co., as Nominee of DTC. 

With respect to Phase 4C Bonds registered in the registration books kept by the Registrar 
in the name of Cede & Co., as Nominee of DTC, the Issuer, the Trustee, the Registrar and the 
Paying Agent shall have no responsibility or obligation to any Bond Participant or to any indirect 
Bond Participant. Without limiting the immediately preceding sentence, the Issuer, the Trustee, 
the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) 
the accuracy of the records of DTC, Cede & Co. or any Bond Participant with respect to any 
ownership interest in the Phase 4C Bonds, (ii) the delivery to any Bond Participant or any other 
person other than an Owner, as shown in the registration books kept by the Registrar, of any 
notice with respect to the Phase 4C Bonds, including any notice of redemption, or (iii) the 
payment to any Bond Participant or any other person, other than an Owner, as shown in the 
registration books kept by the Registrar, of any amount with respect to principal of, premium, if 
any, or interest on the Phase 4C Bonds. The Issuer, the Trustee, the Registrar and the Paying 
Agent may treat and consider the person in whose name each Phase 4C Bond is registered in the 
registration books kept by the Registrar as the absolute owner of such Phase 4C Bond for the 
purpose of payment of principal, premium and interest with respect to such Phase 4C Bond, for 
the purpose of giving notices of redemption and other matters with respect to such Phase 4C 
Bond, for the purpose of registering transfers with respect to such Phase 4C Bond, and for all 
other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and 
interest on the Phase 4C Bonds only to or upon the order of the respective Owners, as shown in 
the registration books kept by the Registrar, or their respective attorneys duly authorized in 
writing, as provided herein and all such payments shall be valid and effective to fully satisfy and 
discharge the Issuer's obligations with respect to payment of principal of, premium, if any, and 
interest on the Phase 4C Bonds to the extent of the sum or sums so paid. No person other than an 


Owner, as shown in the registration books kept by the Registrar, shall receive a certificated 
Phase 4C Bond evidencing the obligation of the Issuer to make payments of principal, premium, 
if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the Issuer of 
written notice to the effect that DTC has determined to substitute a new Nominee in place of 
Cede & Co., and subject to the provisions herein with respect to Record Dates, the words “Cede 
& Co.” in this Sixth Supplemental Indenture shall refer to such new Nominee of DTC; and upon 
receipt of such a notice the Issuer shall promptly deliver a copy of the same to the Trustee, 
Registrar and the Paying Agent. 

Upon receipt by the Trustee or the Issuer of written notice from DTC: (i) confirming that 
DTC has received written notice from the Issuer to the effect that a continuation of the 
requirement that all of the Outstanding Phase 4C Bonds be registered in the registration books 
kept by the Registrar in the name of Cede & Co., as Nominee of DTC, is not in the best interest 
of the Beneficial Owners of the Phase 4C Bonds or (ii) to the effect that DTC is unable or 
unwilling to discharge its responsibilities and no substitute Bond Depository willing to undertake 
the functions of DTC hereunder can be found which is willing and able to undertake such 
functions upon reasonable and customary terms, the Phase 4C Bonds shall no longer be restricted 
to being registered in the registration books kept by the Registrar in the name of Cede & Co., as 
Nominee of DTC, but may be registered in whatever name or names Owners transferring or 
exchanging the Phase 4C Bonds shall designate, in accordance with the provisions hereof. 

SECTION 2.02 Terms of Phase 4C Bonds. The Phase 4C Bonds shall be issued as 
three (3) Term Bonds as set forth below and shall bear interest at the fixed interest rates per 
annum and shall mature in the amounts and on the dates set forth below: 

$[__________], [_.__]% Term Bond due May 1, 20[__] 

$[__________], [_.__]% Term Bond due May 1, 20[__] 

$[__________], [_.__]% Term Bond due May 1, 20[__] 

SECTION 2.03 Dating; Interest Accrual. Each Phase 4C Bond shall be dated 
[________ __], 2023. Each Phase 4C Bond also shall bear its date of authentication. Each Phase 
4C Bond shall bear interest from the Interest Payment Date to which interest has been paid next 
preceding the date of its authentication, unless the date of its authentication: (i) is an Interest 
Payment Date to which interest on such Phase 4C Bond has been paid, in which event such 
Phase 4C Bond shall bear interest from its date of authentication; or (ii) is prior to the first 
Interest Payment Date for the Phase 4C Bonds, in which event, such Phase 4C Bond shall bear 
interest from its dated date. Interest on the Phase 4C Bonds shall be due and payable on each 
May 1 and November 1, commencing November 1, 2023, and shall be computed on the basis of 
a 360-day year of twelve 30-day months. 

SECTION 2.04 Denominations. The Phase 4C Bonds shall be issued in Authorized 
Denominations; provided, however, that the Phase 4C Bonds shall be delivered to the initial 
purchasers thereof only in minimum aggregate principal amounts of $100,000 and integral 
multiples of $5,000 in excess of $100,000. 


SECTION 2.05 Paying Agent. The Issuer appoints the Trustee as the Paying Agent for 
the Phase 4C Bonds. 

SECTION 2.06 Registrar. The Issuer appoints the Trustee as Registrar for the Phase 
4C Bonds. 

SECTION 2.07 Conditions Precedent to Issuance of Phase 4C Bonds. In addition to 
complying with the applicable requirements set forth in Section 3.01 of the Master Indenture in 
connection with the issuance of the Phase 4C Bonds, all the Phase 4C 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: 

(a) Certified copies of the Assessment Resolutions; 

(b) Executed copies of the Bond Resolution and Award Resolution, the Master 
Indenture and this Sixth Supplemental Indenture; 

(c) A Bond Counsel opinion addressed to the Trustee and the Issuer, or with respect 
to which the Trustee has received a customary reliance letter, substantially to the effect that: (i) 
the Master Indenture and this Sixth Supplemental Indenture have been duly authorized, executed 
and delivered by the Issuer; (ii) the Master Indenture, as amended and supplemented by this 
Sixth Supplemental Indenture, creates a valid pledge of the Phase 4C Pledged Revenues and 
each constitutes the valid and binding obligation of the Issuer, enforceable in accordance with its 
respective terms, and the Phase 4C Bonds are valid, binding, special limited obligations of the 
Issuer, payable in accordance with, and as limited by the terms of the Master Indenture and this 
Sixth Supplemental Indenture, subject, in each case, to bankruptcy, insolvency or other laws 
affecting the rights of creditors generally; and (iii) the interest on the Phase 4C Bonds is 
excludable from gross income for federal income tax purposes; 

(d) An opinion of Counsel to the Issuer addressed to the Issuer and the Trustee 
substantially to the effect, among other matters, that (i) the Issuer has good right and lawful 
authority under the Act to finance, acquire, own, operate and maintain the Phase 4C Project, 
subject to obtaining such licenses, orders or other authorizations as are, at the date of such 
opinion, required to be obtained from any agency or regulatory body to undertake the Phase 4C 
Project and apply the proceeds of the Phase 4C Bonds as described herein, (ii) that all 
proceedings undertaken by the Issuer with respect to the Phase 4C Special Assessments have 
been in accordance with Florida law and that the Issuer has taken all action necessary to levy and 
impose the Phase 4C Special Assessments, and (iii) the Phase 4C Special Assessments are legal, 
valid and binding first liens upon the property against which such Phase 4C 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; 

(e) A certificate of a Responsible Officer to the effect that, upon the authentication 
and delivery of the Phase 4C Bonds, the Issuer will not be in default in the performance of the 
terms and provisions of the Master Indenture or this Sixth Supplemental Indenture; and 

(f) A certified copy of the final judgment of validation in respect of the Bonds 
together with a certificate of no appeal. 


 Delivery to the Trustee of the net proceeds from the issuance of the Phase 4C Bonds shall 
constitute conclusive proof of the delivery of the items described above to the satisfaction of the 
Issuer and the initial purchasers of the Phase 4C Bonds. 

ARTICLE III 
REDEMPTION OF PHASE 4C BONDS 

SECTION 3.01 Phase 4C Bonds Subject to Redemption. The Phase 4C Bonds are 
subject to redemption prior to maturity as provided in the form thereof set forth as Exhibit A to 
this Sixth Supplemental Indenture. Notice of redemption shall be given as provided in Section 
8.02 of the Master Indenture. 

ARTICLE IV 
DEPOSIT OF PROCEEDS OF PHASE 4C BONDS AND APPLICATION THEREOF; 
ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF 

SECTION 4.01 Establishment of Accounts. The following funds and accounts 
(collectively, the “Funds and Accounts”) are hereby established. 

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

(i) a Phase 4C Project Account; and 

(ii) a Phase 4C Costs of Issuance Account. 

(b) There are hereby established within the Debt Service Fund held by the Trustee: (i) 
a Phase 4C Debt Service Account and, therein, a Phase 4C Principal Account, a Phase 4C 
Interest Account and a Phase 4C Capitalized Interest Account. 

(c) There is hereby established with the Bond Redemption Fund held by the Trustee a 
Phase 4C Redemption Account, and, therein, a Phase 4C Prepayment Subaccount and a Phase 
4C Optional Redemption Subaccount. 

(d) There is hereby established within the Revenue Fund held by the Trustee a Phase 
4C Revenue Account. 

(e) There is hereby established within the Debt Service Reserve Fund held by the 
Trustee a Phase 4C Reserve Account which shall be held for the benefit of all of the Phase 4C 
Bonds, without distinction and without privilege or priority of one Phase 4C Bond over another. 

(f) There is hereby established within the Rebate Fund held by the Trustee a Phase 
4C Rebate Account. 

SECTION 4.02 Use of Proceeds of the Phase 4C Bonds. The net proceeds of sale of 
the Phase 4C Bonds, $[_________] (the “Bond Proceeds”) (representing the par amount of the 
Phase 4C Bonds of $[_________], [less/plus] original issue [discount/premium] in the amount of 


$[_________], [less/plus] underwriter's discount of $[_________], shall upon the delivery 
thereof to the Trustee by the Issuer be applied as follows: 

(a) $[_________] of the Phase 4C Bond Proceeds, representing capitalized interest on 
the Phase 4C Bonds shall be deposited in the Phase 4C Capitalized Interest Account; 

(b) $[_________] of the Phase 4C Bond Proceeds, representing the initial Phase 4C 
Reserve Account Requirement shall be deposited to the Phase 4C Reserve Account; 

(c) $[_________] of the Phase 4C Bond Proceeds shall be deposited to the credit of 
the Phase 4C Costs of Issuance Account; and 

(d) the balance of the Phase 4C Bond Proceeds, $[_________], shall be deposited to 
the credit of the Phase 4C Project Account and applied as provided herein and the Master 
Indenture. 

SECTION 4.03 Phase 4C Project Account. 

(a) Amounts on deposit in the Phase 4C Project Account shall be applied from time 
to time to pay the Costs of the Phase 4C Project upon compliance with the requisition provisions 
set forth in Section 5.01 (b) of the Master Indenture and in this Section 4.03 and upon 
presentment to the Trustee of a properly signed requisition pursuant to the form of requisition 
attached hereto as Exhibit B, the Trustee shall withdraw moneys from the Phase 4C Project 
Account. 

(b) Notwithstanding anything to the contrary in the Master Indenture, upon the 
Completion Date of the Phase 4C Project, any balance remaining in the Phase 4C Project 
Account not needed to pay any accrued but unpaid Costs of the Phase 4C Project which are 
required to be reserved in the Phase 4C Project Account in accordance with the certificate of the 
Consulting Engineer establishing such Completion Date (which certificate of the Consulting 
Engineer may not establish such Completion Date on a date prior to the satisfaction of the 
Reserve Account Release Conditions) shall, at the written direction of a Responsible Officer of 
the Issuer, (i) first be transferred to and deposited in the Phase 4C Rebate Account in the amount, 
and to the extent necessary, so the amount on deposit therein equals the accrued rebate obligation 
under Section 148(f) of the Code, if the Trustee has received a certification from the Issuer 
detailing the amount of such obligation to be deposited, and (ii) the balance, if any, shall be 
transferred to the Phase 4C Prepayment Subaccount of the Phase 4C Redemption Account and 
applied in accordance with Section 3.01 hereof to the extraordinary mandatory redemption of the 
Phase 4C Bonds in the manner prescribed in the form of Phase 4C Bonds set forth as Exhibit A 
hereto or, upon the Issuer obtaining an opinion of Bond Counsel on which the Issuer and the 
Trustee may conclusively rely to the effect that such application will not adversely affect the taxexempt 
status of the Phase 4C Bonds, applied to the Cost of a Project other than the Phase 4C 
Project. 

(c) Amounts on deposit in the Phase 4C Capitalized Interest Account shall, until and 
including November 1, 2024, be transferred into the Phase 4C Interest Account and applied to 
the payment of interest first coming due on the Phase 4C Bonds, and thereafter transferred into 
the Phase 4C Project Account. 


(d) In accordance with the provisions of the Indenture, the Phase 4C Bonds are 
payable solely from the Phase 4C Pledged Revenues. The Issuer acknowledges hereby that (i) 
the Phase 4C Pledged Revenues includes, without limitation, all amounts on deposit in the Phase 
4C Project Account then held by the Trustee, (ii) upon the occurrence of an Event of Default 
with respect to the Phase 4C Bonds, the Phase 4C Pledged Revenues may not be used by the 
Issuer (whether to pay costs of the Phase 4C Project or otherwise) without the consent of the 
Majority Owners, except to the extent that prior to the Issuer having actual notice of the 
occurrence of the Event of Default the Issuer had incurred a binding obligation with third parties 
for work on the Phase 4C Project and payment is for such work and (iii) the Phase 4C Pledged 
Revenues may be used by the Trustee, at the direction or with the approval of the Majority 
Owners, to pay costs and expenses incurred in connection with the pursuit of remedies under the 
Indenture. The Issuer shall not enter into any binding agreement with respect to the Phase 4C 
Project after the Issuer has actual notice of the occurrence of an Event of Default unless 
authorized in writing by the Majority Owners or by the Trustee with the consent and direction of 
the Majority Owners. 

SECTION 4.04 Phase 4C Costs of Issuance Account. The amount deposited in the 
Phase 4C Costs of Issuance Account shall, at the written direction of a Responsible Officer to the 
Trustee, be used to pay the costs of issuance relating to the Phase 4C Bonds. Amounts in the 
Phase 4C Costs of Issuance Account not used to pay costs of issuance of the Phase 4C Bonds or 
not subject to a pending requisition one-hundred and twenty (120) days after the issuance of the 
Phase 4C Bonds shall be transferred to the Phase 4C Project Account and used for the purposes 
permitted therefore by the Master Indenture and this Sixth Supplemental Indenture. 

SECTION 4.05 Phase 4C Reserve Account. Amounts on deposit in the Phase 4C 
Reserve Account shall be used, except as otherwise provided in the Indenture, only for the 
purpose of making payments into the Phase 4C Interest Account and the Phase 4C Principal 
Account to pay the Debt Service Requirement on the Phase 4C Bonds, when due, without 
distinction as to Phase 4C Bonds and without privilege or priority of one Phase 4C Bond over 
another, to the extent the moneys on deposit in such Accounts and available therefor are 
insufficient and for no other purpose. Such Phase 4C Reserve Account shall consist only of cash 
and Investment Securities. 

Anything herein or in the Master Indenture to the contrary notwithstanding, on each 
March 15, June 15, September 15 and December 15 (or the next succeeding Business Day if such 
date is not a Business Day), the Issuer shall recalculate the Phase 4C Reserve Account 
Requirement (assuming for purposes of such recalculation that the maximum annual Debt 
Service Requirement is the maximum annual Debt Service Requirement that will exist after 
application of amounts to be applied to the redemption of Phase 4C Bonds on the next 
succeeding Quarterly Redemption Date) and shall direct the Trustee in writing to promptly notify 
the Issuer of the amount of any deficiency or surplus as of such date in such Phase 4C Reserve 
Account. 

The Issuer shall immediately pay the amount of any deficiency to the Trustee, for deposit 
in the Phase 4C Reserve Account, from the first available Phase 4C Pledged Revenues. 


The Issuer shall direct the Trustee in writing to transfer any excess on deposit in the 
Phase 4C Reserve Account as follows: 

(a) to the extent such excess is the result of prepayments of Phase 4C Special 
Assessments, such excess shall be transferred to the Phase 4C Prepayment Subaccount and 
applied to the extraordinary mandatory redemption of the Phase 4C Bonds on the earliest date 
permitted for redemption; 

(b) to the extent such excess is the result of a reduction of the Phase 4C Reserve 
Account Requirement as the result of the Reserve Account Release Conditions being met, such 
excess shall be transferred to the Phase 4C Project Account of the Acquisition and Construction 
Fund and used for the purposes of such Account; or 

(c) to the extent such excess is the result of earnings on investments, such excess 
shall be applied as provided in Section 4.07(f) herein. 

The Trustee is hereby authorized to make such transfers and has no duty to verify such 
calculations. The Issuer, or the District Manager on behalf of the Issuer, shall provide written 
notice to the Trustee when the Reserve Account Release Conditions have been satisfied, upon 
which notice the Trustee may conclusively rely. 

Notwithstanding the foregoing, prior to any transfers being made pursuant to this 
paragraph, transfers shall first be made to the credit of the Phase 4C Rebate Account in the 
amount, and to the extent necessary, so the amount on deposit therein equals the accrued rebate 
obligation under Section 148(f) of the Code, if the Trustee has received a certification from the 
Issuer detailing the amount of such obligation to be deposited. 

On the earliest date on which there is on deposit in the Phase 4C Reserve Account, 
sufficient monies, after taking into account other monies available therefor, to pay and redeem all 
of the Outstanding Phase 4C Bonds, together with accrued interest and redemption premium, if 
any, on such Phase 4C Bonds to the earliest date of redemption permitted therein and herein, 
then the Trustee shall transfer the amount on deposit in the Phase 4C Reserve Account into the 
Phase 4C Prepayment Subaccount in the Phase 4C Redemption Account to pay and redeem all of 
the Outstanding Phase 4C Bonds on the earliest date permitted for redemption herein. 

The Issuer may provide that the Phase 4C Reserve Account Requirement required to be 
on deposit in the Phase 4C Reserve Account shall be satisfied by a Debt Service Reserve 
Insurance Policy or Debt Service Reserve Letter of Credit (individually or collectively, the 
“Reserve Account Credit Instrument”). At any time after the issuance of the Phase 4C Bonds, 
the Issuer may withdraw any or all of the amount of money on deposit in the Phase 4C Reserve 
Account and substitute in its place a Reserve Account Credit Instrument as described above in 
the face amount of such withdrawal and such withdrawn moneys shall, after payment of the 
premium for such Reserve Account Credit Instrument, be transferred to the Phase 4C 
Prepayment Subaccount of the Phase 4C Redemption Account and applied to the redemption of 
Phase 4C Bonds or, upon the Issuer obtaining an opinion of Bond Counsel, on which the Issuer 
and the Trustee may conclusively rely, to the effect that such application will not adversely affect 


the tax-exempt status of the Outstanding Phase 4C Bonds, be used for any other lawful purpose 
of the Issuer. 

SECTION 4.06 Amortization Installments. 

(a) The Amortization Installments established for the Phase 4C Bonds shall be as set 
forth in the form of Bonds attached hereto. 

(b) Upon any redemption of Phase 4C Bonds (other than Phase 4C Bonds redeemed 
in accordance with scheduled Amortization Installments), the Issuer shall cause to be 
recalculated and delivered to the Trustee revised Amortization Installments recalculated so as to 
amortize the Outstanding Phase 4C Bonds in substantially equal annual installments of principal 
and interest (subject to rounding to Authorized Denominations of principal) over the remaining 
term of the Phase 4C Bonds. 

SECTION 4.07 Application of Revenues and Investment Earnings. 

(a) Except as otherwise provided herein, amounts on deposit in the Phase 4C 
Revenue Account shall be applied in accordance with Section 6.03 of the Master Indenture. The 
Issuer covenants to pay, or cause to be paid, as received the proceeds of the Phase 4C Special 
Assessments to the Trustee for deposit as provided in this Section 4.07. 

(b) The Trustee is hereby authorized and directed to deposit any and all amounts 
required to be deposited in the Funds and Accounts by this Section 4.07 or by any other 
provision of the Master Indenture or this Sixth Supplemental Indenture, and any other amounts 
or payments specifically designated by the Issuer pursuant to a written direction or by a 
Supplemental Indenture for said purpose. The Phase 4C Revenue Account shall be held by the 
Trustee separate and apart from all other Funds and Accounts held under the Indenture and from 
all other moneys of the Trustee. 

(c) The Issuer shall deposit Phase 4C Pledged Revenues with the Trustee within 
thirty (30) days of receipt, together with a written accounting setting forth the amounts of such 
Phase 4C Pledged Revenues in the following categories which shall be deposited by the Trustee 
into the Funds and Accounts established hereunder as follows: 

(i) Phase 4C Assessment Principal, which shall be deposited into the Phase 
4C Principal Account; 

(ii) Phase 4C Prepayment Principal, which shall be deposited into the Phase 
4C Prepayment Subaccount in the Phase 4C Redemption Account; 

(iii) Phase 4C Assessment Interest, which shall be deposited into the Phase 4C 
Interest Account; 

(iv) Delinquent Assessment Principal, which shall first be applied to restore 
the amount of any withdrawal from the Phase 4C Reserve Account to pay the principal of 
Phase 4C Bonds, and, the balance, if any, shall be deposited into the Phase 4C Principal 
Account; 


(v) Delinquent Assessment Interest, which shall first be applied to restore the 
amount of any withdrawal from the Phase 4C Reserve Account to pay the interest on 
Phase 4C Bonds and, the balance, if any, deposited into the Phase 4C Interest Account; 
and 

(vi) all other Phase 4C Pledged Revenues, which shall be deposited into the 
Phase 4C Revenue Account. 

Moneys other than Phase 4C Pledged Revenues, shall, at the written direction of the 
Issuer, be deposited into the Phase 4C Optional Redemption Subaccount of the Phase 4C 
Redemption Account and used to pay the principal of and premium, if any, on Phase 4C Bonds 
called or to be called for redemption at the written direction of the Issuer in accordance with the 
provisions for redemption of Phase 4C Bonds as set forth in the form of Phase 4C Bonds 
attached hereto. 

(d) Anything herein or in the Master Indenture to the contrary notwithstanding, on 
each March 15, June 15, September 15 and December 15 (or the next succeeding Business Day if 
such date is not a Business Day), the Trustee shall determine the amount on deposit in the Phase 
4C Prepayment Subaccount and, if the balance therein is greater than zero, shall, at the written 
direction of the Issuer, transfer from the Phase 4C Revenue Account for deposit into such Phase 
4C Prepayment Subaccount an amount sufficient to increase the amount on deposit therein to an 
integral multiple of $5,000 (provided that there are sufficient funds remaining therein to pay debt 
service coming due on the Phase 4C Bonds on the next succeeding Interest Payment Date), and 
shall thereupon give notice and cause the extraordinary mandatory redemption of the Phase 4C 
Bonds on the next succeeding Quarterly Redemption Date in the maximum aggregate principal 
amount for which moneys are then on deposit in the Phase 4C Prepayment Subaccount in 
accordance with the provisions for extraordinary redemption of the Phase 4C Bonds set forth in 
Section 3.01 hereof and the form of Phase 4C Bond attached hereto. 

(e) Subject to transfers from the Phase 4C Capitalized Interest Account to the Phase 
4C Interest Account as described in the following clause FIRST, on each May 1 and November 1 
(or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such 
May 1 or November 1), the Trustee shall transfer from amounts on deposit in the Phase 4C 
Revenue Account to the Funds and Accounts designated below, the following amounts in the 
following order of priority: 

FIRST, to the Phase 4C Interest Account of the Debt Service Fund, an amount equal to 
the amount of interest payable on all Phase 4C Bonds then Outstanding on such May 1 or 
November 1, less any amount transferred from the Phase 4C Capitalized Interest Account in 
accordance with Section 4.03(c) hereof and less any other amount already on deposit in the 
Phase 4C Interest Account not previously credited; 

SECOND, beginning on May 1, 2024, and no later than the Business Day next preceding 
each May 1 thereafter while Phase 4C Bonds remain Outstanding, to the Phase 4C Principal 
Account, an amount equal to the Amortization Installment on the Phase 4C Bonds due on such 
May 1 or the principal maturing on such May 1, less any amount on deposit in the Phase 4C 
Principal Account not previously credited; 


THIRD, to the Phase 4C Reserve Account, the amount, if any, which is necessary to 
make the amount on deposit therein equal to the Phase 4C Reserve Account Requirement with 
respect to the Phase 4C Bonds; and 

FOURTH, the balance shall be retained in the Phase 4C Revenue Account. 

Anything herein to the contrary notwithstanding, it shall not constitute an Event of 
Default hereunder if the full amount of the foregoing deposits are not made due to an 
insufficiency of funds therefor; provided, however, that nothing in this paragraph is meant to 
change what are otherwise Events of Default as provided for in Article X of the Master Trust 
Indenture and Section 7.06 herein. 

(f) Within ten (10) Business Days after the last Interest Payment Date in each 
calendar year, the Trustee shall, at the written direction of the Issuer, withdraw any moneys held 
for the credit of the Phase 4C Revenue Account as of November 2nd of such year which are not 
otherwise required to be deposited to other Funds and Accounts pursuant to this Section and 
deposit such moneys first to the credit of the Phase 4C Rebate Account in the amount, and to the 
extent necessary, so the amount on deposit therein equals the accrued rebate obligation under 
Section 148(f) of the Code, if the Trustee has received a certification from the Issuer by such 
date detailing the amount of such obligation which shall be deposited, and thereafter, at the 
written direction of the Issuer, either retain such moneys held as of November 2nd therein or 
transfer such moneys to the Issuer to be used for any lawful purpose of the Issuer, or any 
combination of the foregoing; provided, however, that on the date of such proposed transfer the 
amount on deposit in the Phase 4C Reserve Account shall be equal to the Phase 4C Reserve 
Account Requirement and, provided further, that the Trustee shall not have actual knowledge of 
an Event of Default under the Master Indenture or hereunder relating to any of the Phase 4C 
Bonds, including the payment of Trustee's fees and expenses then due. 

(g) Anything herein or in the Master Indenture to the contrary notwithstanding, 
amounts on deposit in all of the Funds and Accounts established under this Sixth Supplemental 
Indenture for the Phase 4C Bonds shall only be held in cash or invested in Investment Securities, 
and further, earnings on investments in the Phase 4C Project Account, the Phase 4C Costs of 
Issuance Account, the Phase 4C Interest Account, the Phase 4C Capitalized Interest Account, the 
Phase 4C Rebate Account, and the Phase 4C Optional Redemption Subaccount shall be retained, 
as realized, in such Funds and Accounts and used for the purpose of such Fund or Account. 
Earnings on investments in the Phase 4C Principal Account or the Phase 4C Prepayment 
Subaccount shall be transferred, as realized, to the credit of the Phase 4C Revenue Account and 
used for the purposes of such Account. Earnings on investments in the Phase 4C Revenue 
Account shall be retained therein. Earnings on investments in the Phase 4C Reserve Account 
shall be disposed of as follows: 

(i) if there was no deficiency in the Phase 4C Reserve Account as of the most 
recent date on which amounts on deposit in the Phase 4C Reserve Account were valued 
by the Trustee, and if no withdrawals have been made from the Phase 4C Reserve 
Account since such date which have created a deficiency, then earnings on the Phase 4C 
Reserve Account shall be deposited into the Phase 4C Capitalized Interest Account 
through November 1, 2024 and thereafter, to the Phase 4C Revenue Account; and 


(ii) if as of the last date on which amounts on deposit in the Phase 4C Reserve 
Account were valued by the Trustee there was a deficiency, or if after such date 
withdrawals have been made from the Phase 4C Reserve Account and have created such 
a deficiency, then earnings on investments in the Phase 4C Reserve Account shall be 
deposited into the Phase 4C Reserve Account until the amount on deposit therein is equal 
to the Phase 4C Reserve Account Requirement, and then earnings on the Phase 4C 
Reserve Account shall be deposited into the Phase 4C Capitalized Interest Account 
through November 1, 2024 and thereafter, to the Phase 4C Revenue Account. 

(h) The Issuer shall comply with the Federal Tax Certificate delivered in connection 
with the issuance of the Phase 4C Bonds, as amended and supplemented from time to time in 
accordance with its terms (the “Federal Tax Certificate”). On any date required under the 
Federal Tax Certificate, the Issuer shall give the Trustee written direction to, and the Trustee 
shall, transfer from the Phase 4C Revenue Account to the Phase 4C Rebate Account the amount 
due and owing to the United States, which amount shall be paid, to the United States, when due, 
in accordance with the Federal Tax Certificate. To the extent insufficient moneys are on deposit 
in the Phase 4C Revenue Account to make the transfer provided for in the immediately 
preceding sentence, the Issuer shall deposit with the Trustee the amount of any such 
insufficiency from legally available moneys of the Issuer. 

ARTICLE V 
CONCERNING THE TRUSTEE 

SECTION 5.01 Acceptance by Trustee. The Trustee accepts the trusts declared and 
provided in this Sixth Supplemental Indenture and agrees to perform such trusts upon the terms 
and conditions set forth in the Master Indenture as modified by the Sixth Supplemental 
Indenture. 

SECTION 5.02 Limitation of Trustee's Responsibility. The Trustee shall not be 
responsible in any manner for the due execution of this Sixth Supplemental Indenture by the 
Issuer or for the recitals contained herein, all of which are made solely by the Issuer. 

SECTION 5.03 Trustee's Duties. Nothing contained herein shall limit the rights, 
benefits, privileges, protection and entitlements inuring to the Trustee under the Master 
Indenture, including, particularly, Article XI thereof. 

ARTICLE VI 
ADDITIONAL BONDS 

SECTION 6.01 Limitation on Parity Bonds. Other than Bonds issued to refund the 
then Outstanding Phase 4C Bonds, the issuance of which results in net present value debt service 
savings, the Issuer shall not, while any Phase 4C Bonds are Outstanding, issue or incur any debt 
payable in whole or in part from the Phase 4C Pledged Revenues. The Issuer further covenants 
and agrees that so long as the Phase 4C Bonds are Outstanding, it will not impose Special 
Assessments for capital projects on any lands subject to the Phase 4C Special Assessments, 
without the written consent of the Majority Owners, unless the Phase 4C Special Assessments 
have been Substantially Absorbed. Notwithstanding the prior sentence, the foregoing shall not 


preclude the imposition of capital Special Assessments on property subject to the Phase 4C 
Special Assessments which are necessary, as determined by the Issuer, for health, safety or 
welfare reasons or to remediate a natural disaster or Operation and Maintenance Assessments. 
The Trustee is entitled to assume that the Phase 4C Special Assessments have not been 
Substantially Absorbed absent delivery to the Trustee of a certificate of the District Manager to 
the contrary on which the Trustee may conclusively rely. 

ARTICLE VII 
COVENANTS OF THE ISSUER; ADDITIONAL EVENTS OF DEFAULTS AND 
REMEDIES; MISCELLANEOUS 

SECTION 7.01 Confirmation of Master Indenture. As supplemented by this Sixth 
Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this 
Sixth Supplemental Indenture shall be read, taken and construed as a part of the Master Indenture 
so that all of the rights, remedies, terms, conditions, covenants and agreements of the Master 
Indenture, except insofar as modified or supplemented herein, shall apply and remain in full 
force and effect with respect to this Sixth Supplemental Indenture and to the Phase 4C Bonds 
issued hereunder. To the extent of any conflicts between the terms and provisions of the Master 
Indenture and this Sixth Supplemental Indenture the terms and provisions hereof shall control. 

SECTION 7.02 Continuing Disclosure Agreement. Contemporaneously with the 
execution and delivery hereof, the Issuer has executed and delivered a Continuing Disclosure 
Agreement relating to the Phase 4C Bonds in order to comply with the requirements of the Rule. 
The Issuer covenants and agrees to comply with the provisions of such Continuing Disclosure 
Agreement; however, as set forth therein, failure to so comply shall not constitute an Event of 
Default hereunder, but, instead shall be enforceable by mandamus, injunction or any other means 
of specific performance as provided in the Master Indenture and the Continuing Disclosure 
Agreement relating to the Phase 4C Bonds. 

SECTION 7.03 Additional Covenants Regarding Collection of Phase 4C Special 
Assessments. Anything herein or in the Master Indenture to the contrary notwithstanding, subject 
to the next succeeding sentence, Phase 4C Special Assessments levied on platted lots and 
pledged hereunder to secure the Phase 4C Bonds shall be collected pursuant to the uniform 
method provided for in Sections 197.3632 and 197.3635, Florida Statutes (collectively, the 
“Uniform Method”), and Phase 4C Special Assessments levied on unplatted lots and pledged 
hereunder to secure the Phase 4C Bonds shall be billed and collected directly by the Issuer 
pursuant to the Act and Chapters 170 and 197, Florida Statutes, and not pursuant to the Uniform 
Method unless the Issuer determines that it is in its best interests to do so. Prior to an Event of 
Default, the election to collect and enforce Phase 4C Special Assessments in any year pursuant to 
any one method shall not, to the extent permitted by law, preclude the Issuer from electing to 
collect and enforce Phase 4C Special Assessments pursuant to any other method permitted by 
law in any subsequent year. Following an Event of Default, Phase 4C Special Assessments 
levied on platted lots and pledged hereunder to secure the Phase 4C Bonds shall be collected 
pursuant to the Uniform Method and Phase 4C Special Assessments levied on unplatted lots and 
pledged hereunder to secure the Phase 4C Bonds shall be billed and collected directly by the 
Issuer pursuant to the Act and Chapters 170 and 197, Florida Statutes, and not pursuant to the 
Uniform Method in each case unless the Trustee, acting at the direction of the Majority Owners 


of the Phase 4C Bonds Outstanding, provides written consent to a different method of collection. 
All Phase 4C Special Assessments that are billed and collected directly by the Issuer and not via 
the Uniform Method shall be due and payable by the landowner no later than thirty (30) days 
prior to each Interest Payment Date; provided, however, that such Phase 4C Special Assessments 
shall not be deemed to be Delinquent Assessments unless and until same are not paid by the 
applicable Interest Payment Date with respect to which they have been billed. 

SECTION 7.04 Additional Matters Relating to Delinquent Assessments. (a) 
Notwithstanding anything in herein or in the Master Indenture to the contrary, the following 
provisions shall apply with respect to the Phase 4C Special Assessments and Phase 4C Bonds: If 
any property shall be offered for sale for the nonpayment of any Phase 4C Special Assessments 
and no person or persons shall purchase such property for an amount equal to the full amount 
due on the Phase 4C Special Assessments (principal, interest, penalties and costs, plus attorneys' 
fees, if any), the Issuer, after receiving the written direction of the Trustee, acting at the direction 
of the Majority Owners of the Phase 4C Bonds Outstanding, specifying whether the Issuer is to 
take title to the property in its corporate name or in the name of a special purpose entity, may 
purchase the property for an amount less than or equal to the balance due on the Phase 4C 
Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from 
any legally available funds of the Issuer and the Issuer shall receive in its corporate name or in 
the name of a special-purpose entity title to the property for the benefit of the Owners of the 
Phase 4C Bonds. The Issuer, either through its own actions, or actions caused to be taken by the 
Issuer through the Trustee, acting at the direction of the Majority Owners of the Phase 4C Bonds 
Outstanding, shall have the power to and shall lease or sell such property, and deposit all of the 
net proceeds of any such lease or sale into the Phase 4C Revenue Account. The Issuer, either 
through its own actions, or actions caused to be taken by the Issuer through the Trustee, acting at 
the direction of the Majority Owners of the Phase 4C Bonds Outstanding, agrees that it shall, 
after being provided assurances satisfactory to it of payment of its fees, costs and expenses for 
doing so, be required to take the measures provided by law for listing for sale of property 
acquired by it as trustee for the Owners of the Phase 4C Bonds within sixty (60) days after the 
receipt of the request therefore signed by the Trustee, acting at the direction of the Majority 
Owners of the Phase 4C Bonds Outstanding. The Issuer may pay costs associated with any 
actions taken by the Issuer pursuant to this paragraph from any moneys legally available for such 
purpose held under the Indenture, provided such action does not adversely impact the tax-exempt 
status of the Phase 4C Bonds. 

(b) Notwithstanding anything to the contrary herein or in the Master Indenture, the 
Issuer acknowledges and agrees that (i) upon failure of any property owner to pay when due any 
installment of Phase 4C Special Assessments that are billed directly by the Issuer, that the entire 
Phase 4C Special Assessments levied on the property for which such installment of Phase 4C 
Special Assessments is due and unpaid, with interest and penalties thereon, shall immediately 
become due and payable as provided by applicable law and, with the written direction of the 
Trustee, acting at the direction of the Majority Owners of the Phase 4C Bonds Outstanding, the 
Issuer after being provided assurances satisfactory to it of payment, of its fees, costs and 
expenses for doing so, shall promptly, but in any event within one hundred twenty (120) days of 
the receipt of such direction, cause to be brought the necessary legal proceedings for the 
foreclosure of liens of Delinquent Assessments, including interest and penalties and (ii) the 


foreclosure proceedings shall be prosecuted to a sale and conveyance of the property involved in 
said proceedings as now provided by Florida law. 

SECTION 7.05 Additional Matters Relating to Phase 4C Special Assessments and 
Assessment Proceedings. In addition, and not in limitation of, the covenants contained elsewhere 
herein and in the Master Indenture, the Issuer covenants to comply with the terms of the 
proceedings heretofore adopted with respect to the Phase 4C Special Assessments, including the 
Assessment Proceedings, and to levy the Phase 4C Special Assessments and any required true-up 
payments set forth in the Assessment Proceedings, in such manner as will levy funds sufficient to 
pay the principal of and interest on the Phase 4C Bonds, when due. The Issuer covenants and 
agrees that upon the occurrence and continuance of an Event of Default with respect to the Phase 
4C Bonds, it will take such actions to enforce the remedial provisions of the Indenture, the 
provisions for the collection of Delinquent Assessments that are directly billed and collected by 
the Issuer, and the provisions for the foreclosure of liens of Delinquent Assessments that are 
directly billed and collected by the Issuer, all in a manner consistent with the Master Indenture 
and this Sixth Supplemental Indenture. 

SECTION 7.06 Additional Matters Relating to Events of Default. 

(a) In addition to the events set forth in Section 10.02 of the Master Indenture, each 
of the following events shall be an Event of Default with respect to the Phase 4C Bonds, 
notwithstanding anything to the contrary in the Master Indenture: 

(i) Any portion of the Phase 4C Special Assessments pledged to the Phase 4C 
Bonds shall have become Delinquent Assessments and, as the result thereof, the 
Indenture authorizes the Trustee to withdraw funds in an amount greater than twenty-five 
percent (25%) of the amount on deposit in the Phase 4C Reserve Account to pay the Debt 
Service Requirements on the Phase 4C Bonds (regardless of whether the Trustee does or 
does not actually withdraw such funds from the Phase 4C Reserve Account to pay the 
Debt Service Requirements on the Phase 4C Bonds) (the foregoing being referred to as a 
“Phase 4C Reserve Account Event”) unless within sixty (60) days from the Phase 4C 
Reserve Account Event the Issuer has either (i) replenished the amounts, if any, 
withdrawn from the Phase 4C Reserve Account or (ii) the portion of the Delinquent 
Assessments giving rise to the Phase 4C Reserve Account Event are paid and are no 
longer Delinquent Assessments; and 

(ii) More than twenty-five percent (25%) of the Operation and Maintenance 
Assessments that are directly billed by the Issuer and levied by the Issuer on tax parcels 
subject to the Phase 4C Special Assessments are not paid by the date such are due and 
payable and such default continues for sixty (60) days after the date when due. The 
Issuer shall give written notice to the Trustee of the occurrence of the event set forth in 
this paragraph (ii) not later than 10 days after the end of the sixty day period referred to in 
the preceding sentence. The Trustee shall not be deemed to have knowledge of the 
occurrence of such an Event of Default absent notice thereof from the Issuer. 

SECTION 7.07 Provisions Relating to Bankruptcy or Insolvency of Landowner. 


(a) The provisions of this Section 7.07 shall be applicable both before and after the 
commencement, whether voluntary or involuntary, of any case, proceeding or other action by or 
against any owner of any tax parcel subject to at least three percent (3%) of the Phase 4C Special 
Assessments pledged to the Phase 4C Bonds Outstanding (an “Insolvent Taxpayer”) under any 
existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, 
assignment for the benefit of creditors, or relief of debtors (a “Proceeding”). 

(b) The Issuer acknowledges and agrees that, although the Phase 4C Bonds were 
issued by the Issuer, the Owners of the Phase 4C Bonds are categorically the party with the 
ultimate financial stake in the transaction and, consequently, the party with a vested and 
pecuniary interest in a Proceeding. In the event of any Proceeding involving an Insolvent 
Taxpayer: 

(i) the Issuer hereby agrees that it shall seek to secure the written direction of 
the Trustee, acting at the direction of the Majority Owners of the Phase 4C Bonds 
Outstanding, prior to making any election, giving any consent, commencing any action or 
filing any motion, claim, obligation, notice or application or in taking any other action or 
position in any Proceeding or in any action related to a Proceeding that affects, either 
directly or indirectly, the Phase 4C Special Assessments relating to the Phase 4C Bonds 
Outstanding, the Outstanding Phase 4C Bonds or any rights of the Trustee under the 
Indenture (provided, however, Trustee shall be deemed to have given such direction, on 
behalf of the Majority Owners of the Phase 4C Bonds Outstanding, to the proposed 
action if the Issuer does not receive a written direction from the Trustee within sixty (60) 
days or within such shorter amount of time as would be required to comply with the 
ruling of the applicable court following receipt by the Trustee of the written request for 
direction); 

(ii) the Issuer hereby agrees that it shall not make any election, give any 
consent, commence any action or file any motion, claim, obligation, notice or application 
or take any other action or position in any Proceeding or in any action related to a 
Proceeding that affects, either directly or indirectly, the Phase 4C Special Assessments 
relating to the Phase 4C Bonds Outstanding, the Phase 4C Bonds Outstanding or any 
rights of the Trustee under the Indenture that are inconsistent with any written direction 
received (or deemed received) from the Trustee; 

(iii) the Issuer hereby agrees that it shall seek the written direction of the 
Trustee prior to filing and voting in any such Proceeding (provided, however, Trustee 
shall be deemed to have given such direction, on behalf of the Majority Owners of the 
Phase 4C Bonds Outstanding, to the proposed action if the Issuer does not receive a 
written direction from the Trustee within sixty (60) days or within such shorter amount of 
time as would be required to comply with the ruling of the applicable court following 
receipt by the Trustee of the written request for direction); 

(iv) the Trustee, acting at the direction of the Majority Owners of the Phase 4C 
Bonds Outstanding, shall have the right, by interpleader or otherwise, to seek or oppose 
any relief in any such Proceeding that the Issuer, as claimant with respect to the Phase 4C 
Special Assessments relating to the Phase 4C Bonds, Outstanding would have the right to 


pursue, and, if the Trustee chooses to exercise any such rights, the Issuer shall not oppose 
the Trustee in seeking to exercise any and all rights and taking any and all actions 
available to the Issuer in connection with any Proceeding of any Insolvent Taxpayer, 
including without limitation, the right to file and/or prosecute and/or defend any claims 
and proofs of claims, to vote to accept or reject a plan, to seek dismissal of the 
Proceeding, to seek stay of relief, to commence or continue foreclosure or pursue any 
other available remedies as to the Phase 4C Special Assessments relating to the Phase 4C 
Bonds Outstanding, to seek substantive consolidation, to seek to shorten the Insolvent 
Taxpayer's exclusivity periods or to oppose any motion to extend such exclusivity 
periods, to oppose any motion for use of cash collateral or for authority to obtain 
financing, to oppose any sale procedures motion or any sale motion, to propose a 
competing plan of reorganization or liquidation, or to make any election under Section 
1111(b) of the Bankruptcy Code; and 

(v) the Issuer shall not challenge the validity or amount of any claim 
submitted in good faith in such Proceeding by the Trustee, acting at the direction of the 
Majority Owners of the Phase 4C Bonds Outstanding, or any valuations of the lands 
owned by any Insolvent Taxpayer submitted in good faith by the Trustee, acting at the 
direction of the Majority Owners of the Phase 4C Bonds Outstanding, in such Proceeding 
or take any other action in such Proceeding, which is adverse to Trustee's enforcement of 
the Issuer's claim and rights with respect to the Phase 4C Special Assessments relating to 
the Phase 4C Bonds Outstanding or receipt of adequate protection (as that term is defined 
in the Bankruptcy Code). Without limiting the generality of the foregoing, the Issuer 
agrees that the Trustee shall have the right (i) to file a proof of claim with respect to the 
Phase 4C Special Assessments pledged to the Phase 4C Bonds Outstanding, (ii) to deliver 
to the Issuer a copy thereof, together with evidence of the filing with the appropriate 
court or other authority, and (iii) to defend any objection filed to said proof of claim. 

(c) Notwithstanding the provisions of the immediately preceding paragraphs, nothing 
in this Section shall preclude the Issuer from becoming a party to a Proceeding in order to 
enforce a claim for Operation and Maintenance Assessments, and the Issuer shall be free to 
pursue such a claim in such manner as it shall deem appropriate in its sole and absolute 
discretion. Any actions taken by the Issuer in pursuance of its claim for Operation and 
Maintenance Assessments in any Proceeding shall not be considered an action adverse or 
inconsistent with the Trustee's rights or consents with respect to the Phase 4C Special 
Assessments relating to the Phase 4C Bonds Outstanding whether such claim is pursued by the 
Issuer or the Trustee; provided, however, that the Issuer shall not oppose any relief sought by the 
Trustee under the authority granted to the Trustee in clause (b)(iv) above. 

SECTION 7.08 Miscellaneous. 

(a) 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 and under the Master Indenture with respect to the Phase 4C 
Bonds Outstanding. 

(b) The Issuer hereby assigns its rights under the Collateral Assignment to the Trustee 
for the benefit of the Owners, from time to time, of the Phase 4C Bonds. Such assignment shall 
not be considered an assumption by the Trustee of any obligations thereunder. 

(c) To help the government fight the funding of terrorism and money laundering 
activities, Federal law requires all financial institutions to obtain, verify, and record information 
that identified each person who opens an account. For a non-individual person such as business 
entity, a charity, a trust, or other legal entity, the Trustee will ask for documentation to verify 
such non-individual person’s formation and existence as a legal entity. The Trustee may also ask 
to see financial statements, licenses, identification and authorization documents from individuals 
claiming authority to represent the entity or other relevant documentation. 

(d) The Issuer, either through its own actions, or actions caused to be taken through 
the Trustee, covenants that it shall strictly enforce all of the provisions of the True-Up 
Agreement, and, upon the occurrence and continuance of a default under such agreement, the 
Issuer covenants and agrees that the Trustee, at the direction of the Majority Owners may act on 
behalf of, and in the Issuer's stead, to enforce the provisions of such agreement and to pursue all 
available remedies under applicable law or in equity. Anything herein or in the Master Indenture 
to the contrary notwithstanding, failure of the Issuer to enforce, or permit the Trustee to enforce 
in its stead, all of the provisions of the True-Up Agreement upon demand of the Majority 
Owners, or the Trustee at the direction of the Majority Owners, shall constitute an Event of 
Default under the Indenture without benefit of any period for cure. 

 

 

 

[This Space Intentionally Left Blank] 


IN WITNESS WHEREOF, Tohoqua Community Development Issuer has caused these 
presents to be signed in its name and on its behalf by its Chair, and its official seal to be hereunto 
affixed and attested by the Secretary, thereunto duly authorized, and to evidence its acceptance 
of the trusts hereby created and the Trustee has caused these presents to be signed in its name 
and on its behalf by a Vice President. 

 

 

(SEAL) 

 

 

Attest: 

 

 

By: 

 Secretary 

TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT 

 

 

 

By: 

 Chair, Board of Supervisors 

 

 

 

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

 

 

 

By: 

 Vice President 



 

 


EXHIBIT A 
FORM OF PHASE 4C BONDS 

No. R-___ $__________ 

UNITED STATES OF AMERICA 
STATE OF FLORIDA 
TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 
SPECIAL ASSESSMENT REVENUE BOND, SERIES 2023 
(PHASE 4C PROJECT) 

Interest 
Rate 

Maturity 
Date 

Dated 
Date 

CUSIP NO. 

_______% 

May 1, ______ 

March ___, 2023 

_______________ 



Registered Owner: CEDE & CO. 

Principal Amount: 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT, a community 
development district duly created, established and existing pursuant to Chapter 190, Florida 
Statutes (the “Issuer”), for value received, hereby promises to pay (but only out of the sources 
hereinafter mentioned) to the Registered Owner set forth above, or registered assigns, on the 
maturity date shown hereon, unless this Bond shall have been called for redemption in whole or 
in part and payment of the Redemption Price shall have been duly made or provided for, the 
principal amount shown above and to pay (but only out of the sources hereinafter mentioned) 
interest on the outstanding principal amount hereof from the most recent Interest Payment Date 
(hereinafter defined) to which interest has been paid or provided for, or, if no interest has been 
paid, from the Dated Date shown above on May 1 and November 1 of each year (each, an 
“Interest Payment Date”), commencing on November 1, 2023, until payment of said principal 
sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the 
foregoing, if any Interest Payment Date is not a Business Day, then all amounts due on such 
Interest Payment Date shall be payable on the first Business Day succeeding such Interest 
Payment Date, but shall be deemed paid on such Interest Payment Date. The interest so payable, 
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the 
Indenture (as hereinafter defined), be paid to the Registered Owner hereof at the close of 
business on the regular record date for such interest, which shall be the fifteenth (15th) day of the 
calendar month next preceding such Interest Payment Date; provided, however, that on or after 
the occurrence and continuance of an Event of Default under Section 10.02(a) or (b) of the 
Master Indenture (hereinafter defined), the payment of interest and principal or Redemption 
Price shall be made by the Paying Agent (hereinafter defined) to such person, who, on a special 
record date which is fixed by the Trustee (hereinafter defined), which shall be not more than 
fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears 
on the registration books of the Registrar as the Registered Owner of this Bond. Any payment of 
principal, interest or Redemption Price shall be made only upon presentation hereof at the 


designated corporate trust office of U.S. Bank Trust Company, National Association, or any 
alternate or successor paying agent (collectively, the “Paying Agent”), except no presentation is 
needed when this Bond is held in book-entry only form. Payment of interest shall be made by 
check or draft (or by wire transfer to the Registered Owner set forth above if such Owner 
requests such method of payment in writing on or prior to the regular record date for the 
respective interest payment to such account as shall be specified in such request, but only if the 
Registered Owner set forth above owns not less than $1,000,000 in aggregate principal amount 
of the Phase 4C Bonds, as defined below). Interest on this Bond will be computed on the basis of 
a 360-day year of twelve 30-day months. 

Capitalized terms used and not otherwise defined herein shall have the meaning ascribed 
to such terms in the Indenture hereinafter referred to. 

This Bond is one of a duly authorized issue of Bonds of the Issuer designated “Special 
Assessment Revenue Bonds, Series 2023 (Phase 4C Project)” (the “Phase 4C Bonds”), issued in 
the aggregate principal amount of $[_________], under a Master Trust Indenture, dated as of 
February 1, 2018 (the “Master Indenture”), between the Issuer and U.S. Bank Trust Company, 
National Association, as trustee (the “Trustee”), as amended and supplemented by a Sixth 
Supplemental Indenture, dated as of [__________] 1, 2023 (the “Supplemental Indenture”), 
between the Issuer and the Trustee (the Master Indenture, as amended and supplemented by the 
Supplemental Indenture, is hereinafter referred to as the “Indenture”). The proceeds of the sale of 
the Phase 4C Bonds will be applied for the purpose of: (i) financing the construction, acquisition, 
equipping and/or improvement of certain assessable improvements comprising the Phase 4C 
Project; (ii) paying capitalized interest on the Phase 4C Bonds; (iii) funding the Phase 4C 
Reserve Account in an amount equal to the Phase 4C Reserve Account Requirement; and (iv) 
paying certain costs associated with the issuance of the Phase 4C Bonds. 

NEITHER THIS PHASE 4C BOND NOR THE INTEREST AND PREMIUM, IF ANY, 
PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL 
INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF THE CONSTITUTION 
AND LAWS OF FLORIDA. THIS PHASE 4C BOND AND THE SERIES OF WHICH IT IS A 
PART AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON AND 
THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND 
CREDIT OF THE ISSUER OR A LIEN UPON ANY PROPERTY OF THE ISSUER OTHER 
THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON 
SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM 
TAXING POWER OF THE ISSUER OR ANY OTHER PUBLIC AUTHORITY OR 
GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER 
AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE PHASE 
4C BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE 
PAID PURSUANT TO THE INDENTURE, OR THE PHASE 4C BONDS, SHALL BE 
PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE PHASE 4C 
PLEDGED REVENUES, INCLUDING WITHOUT LIMITATION THE FUNDS AND 
ACCOUNTS PLEDGED TO THE PHASE 4C BONDS, ALL AS PROVIDED HEREIN AND 
IN THE INDENTURE. 

This Phase 4C Bond is issued under and pursuant to the Constitution and laws of the 
State of Florida, particularly Chapter 190, Florida Statutes, as amended, and other applicable 


provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on 
file at the designated corporate trust office of the Trustee. Reference is hereby made to the 
Indenture for the provisions, among others, with respect to the custody and application of the 
proceeds of Phase 4C Bonds issued under the Indenture, the collection and disposition of 
revenues and the funds charged with and pledged to the payment of the Redemption Price of, and 
the interest on, the Phase 4C Bonds, the nature and extent of the security thereby created, the 
covenants of the Issuer with respect to the levy and collection of Phase 4C Special Assessments, 
the terms and conditions under which the Phase 4C Bonds are or may be issued, the rights, 
duties, obligations and immunities of the Issuer and the Trustee under the Indenture and the 
rights of the Owners of the Phase 4C Bonds, and, by the acceptance of this Bond, the Owner 
hereof assents to all of the provisions of the Indenture. The Phase 4C Bonds are equally and 
ratably secured by the Phase 4C Pledged Revenues, without preference or priority of one Phase 
4C Bond over another. 

The Phase 4C Bonds are issuable only as registered bonds without coupons in current 
interest form in denominations of $5,000 or any integral multiple thereof (an “Authorized 
Denomination”); provided, however, that the Phase 4C Bonds shall be delivered to the initial 
purchasers thereof only in minimum principal amounts of $100,000 and integral multiples of 
Authorized Denominations in excess of $100,000. This Phase 4C Bond is transferable by the 
Registered Owner hereof or his duly authorized attorney at the designated corporate trust office 
of the Trustee, as Registrar (the “Registrar”), upon surrender of this Phase 4C Bond, 
accompanied by a duly executed instrument of transfer in form and with guaranty of signature 
reasonably satisfactory to the Registrar, subject to such reasonable regulations as the Issuer or 
the Registrar may prescribe, and upon payment of any taxes or other governmental charges 
incident to such transfer. Upon any such transfer a new Phase 4C Bond or Phase 4C Bonds, in 
the same aggregate principal amount as the Phase 4C Bond or Phase 4C Bonds transferred, will 
be issued to the transferee. At the designated corporate trust office of the Registrar, in the manner 
and subject to the limitations and conditions provided in the Indenture and without cost, except 
for any tax or other governmental charge, Phase 4C Bonds may be exchanged for an equal 
aggregate principal amount of Phase 4C Bonds of the same maturity, of Authorized 
Denominations and bearing interest at the same rate or rates. 

The Phase 4C Bonds are subject to redemption prior to maturity at the option of the 
Issuer in whole or in part on any date on or after May 1, 20[__], at the Redemption Price of the 
principal amount of the Phase 4C Bonds or portions thereof to be redeemed together with 
accrued interest to the redemption date. 

The Phase 4C Bonds maturing on May 1, 20[__], are subject to mandatory redemption in 
part by the Issuer by lot prior to their scheduled maturity from moneys in the Phase 4C Principal 
Account established under the Supplemental Indenture in satisfaction of applicable Amortization 
Installments (as defined in the Supplemental Indenture) at the Redemption Price of the principal 
amount thereof, without premium, together with accrued interest to the date of redemption on 
May 1 of the years and in the principal amounts set forth below: 

Year 

Amortization Installments 

20[__] 

$[______] 

20[__] 

[______] 

20[__] 

[______] 




 

 

20[__]* 

[______] 



______________________ 
* Maturity 

The Phase 4C Bonds maturing on May 1, 20[__], are subject to mandatory redemption in 
part by the Issuer by lot prior to their scheduled maturity from moneys in the Phase 4C Principal 
Account established under the Supplemental Indenture in satisfaction of applicable Amortization 
Installments (as defined in the Supplemental Indenture) at the Redemption Price of the principal 
amount thereof, without premium, together with accrued interest to the date of redemption on 
May 1 of the years and in the principal amounts set forth below: 

Year 

Amortization Installments 

20[__] 

$[______] 

20[__] 

[______] 

20[__] 

[______] 

 

 

20[__]* 

[______] 



______________________ 
* Maturity 

The Phase 4C Bonds maturing on May 1, 20[__], are subject to mandatory redemption in 
part by the Issuer by lot prior to their scheduled maturity from moneys in the Phase 4C Principal 
Account established under the Supplemental Indenture in satisfaction of applicable Amortization 
Installments (as defined in the Supplemental Indenture) at the Redemption Price of the principal 
amount thereof, without premium, together with accrued interest to the date of redemption on 
May 1 of the years and in the principal amounts set forth below: 

Year 

Amortization Installments 

20[__] 

$[______] 

20[__] 

[______] 

20[__] 

[______] 

 

 

20[__]* 

[______] 



______________________ 
* Maturity 

As more particularly set forth in the Master Indenture and Supplemental Indenture, any 
Phase 4C Bonds that are purchased by the Issuer with amounts held to pay an Amortization 
Installment will be cancelled and the principal amount so purchased will be applied as a credit 
against the applicable Amortization Installment of the Phase 4C Bonds. Amortization 
Installments are subject to recalculation by the Issuer as the result of the redemption of Phase 4C 
Bonds (other than Phase 4C Bonds redeemed in accordance with scheduled Amortization 
Installments) so as to re-amortize the remaining Outstanding principal balance of the Phase 4C 
Bonds so that following such recalculation Debt Service Requirements on the Phase 4C Bonds 
are in substantially equal annual installments (subject to rounding to Authorized Denominations 
of principal) over the remaining term of the Phase 4C Bonds. The annual principal amounts so 
determined are hereinafter referred to as the “Aggregate Amortization Installments.” The 


Amortization Installments as so recalculated shall not result in an increase in the principal or 
Aggregate Amortization Installments in any one year. 

The Phase 4C Bonds are subject to extraordinary mandatory redemption prior to 
maturity, in whole on any date or in part on any Quarterly Redemption Date, and if in part on a 
pro rata basis calculated by the Issuer determined by the ratio of the Outstanding principal 
amount of each maturity of the Phase 4C Bonds treating for such purposes each Amortization 
Installment as a maturity divided by the aggregate principal amount of Outstanding Phase 4C 
Bonds and as otherwise provided in the Indenture, at the Redemption Price of 100% of the 
principal amount thereof, without premium, together with accrued interest to the date of 
redemption, if and to the extent that any one or more of the following shall have occurred: 

(a) on or after the Completion Date of the Phase 4C Project, by application of 
moneys transferred from the Phase 4C Project Account in the Acquisition and Construction Fund 
established under the Indenture to the Phase 4C Prepayment Subaccount of the Phase 4C 
Redemption Account in accordance with the terms of the Indenture; or 

(b) from Phase 4C Prepayment Principal deposited into the Phase 4C Prepayment 
Subaccount or from amounts transferred from the Phase 4C Reserve Account into the Phase 4C 
Prepayment Subaccount including after the deposit to the Phase 4C Reserve Account of any 
Reserve Account Credit Instrument; or 

(c) from amounts transferred to the Phase 4C Prepayment Subaccount resulting from 
a reduction in the Phase 4C Reserve Account Requirement as provided for in the Indenture, and, 
on the date on which the amount on deposit in the Phase 4C Reserve Account, together with 
other moneys available therefor, are sufficient to pay and redeem all of the Phase 4C Bonds then 
Outstanding, including accrued interest thereon. 

If less than all of the Phase 4C Bonds shall be called for redemption, the particular Phase 
4C Bonds or portions of Phase 4C Bonds to be redeemed shall be selected by lot by the Trustee 
as provided in the Indenture. 

Notice of each redemption of Phase 4C Bonds is required to be mailed by the Trustee in 
the manner provided in the Indenture. 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 Phase 4C 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 Phase 4C 
Bonds or such portions thereof so called for redemption shall cease to accrue, such Phase 4C 
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 
Phase 4C 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. 

If at the time of mailing of notice of an optional redemption, the Issuer shall not have 
deposited with the Trustee or Paying Agent for the Phase 4C Bonds to be redeemed, moneys 
sufficient to redeem all the Phase 4C Bonds called for redemption, such notice shall state that it 
is subject to the deposit of the redemption moneys with the Trustee or Paying Agent, as the case 


may be, not later than the opening of business on the redemption date, and such notice shall be of 
no effect unless such moneys are so deposited. Notwithstanding any other provision of the 
Indenture, notice of optional redemption may also be conditioned upon the occurrence or nonoccurrence 
of such other event or events as shall be specified in such notice of optional 
redemption and may also be subject to rescission by the Issuer if expressly set forth in such 
notice. 

The Owner of this Phase 4C 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 Master Indenture, the Supplemental 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 any Paying Agent in trust for the payment and 
discharge of any Phase 4C Bonds which remain unclaimed for three (3) years after the date when 
such Phase 4C Bond has become due and payable, either at its stated maturity dates or by call for 
earlier redemption shall be paid to the Issuer, and thereupon and thereafter no claimant shall have 
any rights against the Trustee or the 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 sufficient to pay the principal or redemption price of any Phase 4C 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 the Phase 4C Bonds as to the Phase 4C Pledged 
Revenues shall be discharged, except for the rights of the Owners thereof with respect to the 
funds so deposited as provided in the Indenture. 

This Phase 4C Bond shall have all the qualities and incidents, including negotiability, of 
investment securities within the meaning and for all the purposes of the Uniform Commercial 
Code of the State of Florida. 

This Phase 4C Bond is issued with the intent that the laws of the State of Florida shall 
govern its construction. 

All acts, conditions and things required by the Constitution and laws of the State of 
Florida and the resolutions of the Issuer to happen, exist and be performed precedent to the 
issuance of this Phase 4C Bond and the execution of the Indenture, have happened, exist and 
have been performed as so required. This Phase 4C Bond shall not be valid or become obligatory 
for any purpose or be entitled to any benefit or security under the Indenture until it shall have 
been authenticated by the execution by the Trustee of the Certificate of Authentication endorsed 
hereon. 

 

(The remainder of the page is intentionally blank.) 


IN WITNESS WHEREOF, Tohoqua Community Development District has caused this 
Bond to bear the signature of the [Vice] Chair of its Board of Supervisors and the official seal of 
the Issuer to be impressed or imprinted hereon and attested by the signature of the [Assistant] 
Secretary to the Board of Supervisors. 

 

 

(SEAL) 

 

 

Attest: 

 

 

 

[Assistant] Secretary, Board of Supervisors 

TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT 

 

 

 

By: 

 [Vice] Chair, Board of Supervisors 



 

 


CERTIFICATE OF AUTHENTICATION 

This Bond is one of the Bonds of the Series designated herein, described in the withinmentioned 
Indenture. 

 

 

Date of Authentication: 

 

 

________________________ 

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

 

 

 

By: 

 Vice President 



 

 


CERTIFICATE OF VALIDATION 

This Bond is one of a Series of Bonds which were validated by judgment of the Circuit 
Court in and for Osceola County, Florida, rendered on December 5, 2017. 

 

 

 

 

TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT 

 

 

 

By: 

 [Vice] Chair, Board of Supervisors 



 

 


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 with the right of survivorship and not as 
tenants in common 

JT TEN as joint tenants with the right of survivorship and not as tenants in 
common 

 

UNIFORM GIFT MIN ACT - __________________ Custodian ________________ 
under Uniform Gifts to Minors Act 

 

 

 

 

 

(Cust) 

 

(Minor) 

 

(State) 



 

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

So long as the Issuer maintains the book-entry only system for the Phase 4C Bonds, 
unless this certificate is presented by an authorized representative of The Depository Trust 
Company to the Issuer or its agent for registration of transfer, exchange or payment, and any 
certificate issued is registered in the name of Cede & Co. or such other name as requested by the 
authorized representative of The Depository Trust Company and any payment is made to Cede & 
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE 
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has 
an interest herein. 

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

Dated: ____________ 

Social Security Number or Employer 
Identification Number of Transferee: 

Signature guaranteed: 

 

 
NOTICE: Signature(s) must be guaranteed 
by an institution which is a participant in the 
Securities Transfer Agent Medallion Program 
(STAMP) or similar program. 

 

 

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



 


EXHIBIT B 

 

FORM OF REQUISITION PHASE 4C PROJECT ACCOUNT 

 

 

Tohoqua Community Development District 

City of St. Cloud, Florida 

 

U.S. Bank Trust Company, National Association 

Orlando, Florida 

 

 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 
(PHASE 4C PROJECT) 

 

 

 The undersigned, a Responsible Officer of the Tohoqua Community Development 
District (the “District”) hereby submits the following requisition for disbursement under and 
pursuant to the terms of the Master Trust Indenture between the District and U.S. Bank Trust 
Company, National Association, as trustee (the “Trustee”), dated as of February 1, 2018, as 
supplemented by that certain Sixth Supplemental Trust Indenture dated as of [__________] 1, 
2023 (collectively, the “Indenture”) (all capitalized terms used herein shall have the meaning 
ascribed to such term in the Indenture); 

 

 (A) Requisition Number; 

 

 (B) Name of Payee; 

 

 (C) Amount Payable; 

 

(D) Purpose for which paid or incurred (refer also to specific contract if amount is due 
and payable pursuant to a contract involving progress payments): 

 

(E) Subaccount from which disbursement to be made: Phase 4C Project Account of 
the Acquisition and Construction Fund. 

 

 The undersigned hereby certifies that: 

 

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

 

2. each disbursement set forth above is a proper charge against the account 
referenced in “E” above; 

 


3. each disbursement set forth above was incurred in connection with the 
Cost of the Phase 4C Project; 

 

4. each disbursement represents a Cost of the Phase 4C Project which has not 
previously been paid; and 

 

5. the costs set forth in the requisition are reasonable. 

 

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

 

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

 

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

 

 TOHOQUA COMMUNITY 

 DEVELOPMENT DISTRICT 

 

 

 By:________________________________ 

 Responsible Officer 

 

 

 Date:_______________________________ 

 

The undersigned Consulting Engineer hereby certifies that; (i) this disbursement is for the 
Cost of the Phase 4C Project and is consistent with the report of the Consulting Engineer, as such 
report has been amended or modified; (ii) that the portion of the Phase 4C Project improvements 
being acquired from the proceeds of the Phase 4C Bonds have been completed in accordance 
with the plans and specifications therefor; (iii) the Phase 4C Project improvements subject to this 
disbursement are constructed in a sound workmanlike manner and in accordance with industry 
standards; (iv) the purchase price being paid by the District for the Phase 4C Project 
improvements being acquired pursuant to this disbursement is no more than the lesser of the fair 
market value of such improvements and the actual Cost of construction of such improvements; 
and (v) the plans and specifications for the Phase 4C Project improvements subject to this 
disbursement have been approved by all Regulatory Bodies required to approve them. 

 

 

 ____________________________________ 

 Consulting Engineer 


EXHIBIT C 

 

DESCRIPTION OF PHASE 4C PROJECT 

The “Phase 4C Project” as described in the Tohoqua Community Development District Sixth 
Supplemental Engineer’s Report for Phase (Phase 4C Project) prepared by Poulos & Bennett and 
prepared for Tohoqua Community Development District, dated [August __], 2023, as amended, 
restated or modified from time to time. 

 

 


TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

(City of St. Cloud, Florida) 

 

$[__________] 

Special Assessment Revenue Bonds, Series 2023 

(Phase 4C Project) 



 

 

September [__], 2023 

 

 

BOND PURCHASE AGREEMENT 

Tohoqua Community Development District 

City of St. Cloud, Florida 

 

Ladies and Gentlemen: 

MBS Capital Markets, LLC (the “Underwriter”) offers to enter into this Bond Purchase Agreement 
with the Tohoqua Community Development District (the “District” or the “Issuer”). This offer is made 
subject to written acceptance hereof by the Issuer at or before 12:00 midnight, New York time, on the date 
hereof. If not so accepted, this offer will be subject to withdrawal by the Underwriter upon written notice 
delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. Capitalized terms that are 
not defined herein shall have the meanings ascribed to such terms in the Limited Offering Memorandum 
or the Indenture, as applicable, each as defined herein. 

1. Purchase and Sale. Upon the terms and conditions and in reliance on the representations, 
warranties, covenants and agreements set forth herein, the Underwriter hereby agrees to purchase from 
the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of 
the Issuer’s $[__________] aggregate principal amount of Special Assessment Revenue Bonds, Series 2023 
(Phase 4C Project) (the “Phase 4C Bonds”). The Phase 4C Bonds shall be dated as of the date of their delivery 
and shall be payable on the dates and in the principal amounts, bear such rates of interest and be subject to 
redemption, all as set forth in Exhibit A attached hereto. Interest on the Phase 4C Bonds is payable semiannually 
on May 1 and November 1 each year, commencing November 1, 2023. The aggregate purchase 
price for the Phase 4C Bonds shall be $[__________] (representing the aggregate par amount of the Phase 
4C Bonds of $[__________], [less/plus] [net] original issue [discount/premium] of $__________, and less an 
Underwriter’s discount on the Phase 4C Bonds of $[__________], and less original issue discount of 
$[__________]). The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto 
as Exhibit B. 

2. The Phase 4C Bonds. The Phase 4C Bonds are authorized and issued pursuant to the 
Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, and 
any successor statute thereto, the Florida Constitution, and other applicable provisions of law (collectively, 
the “Act”), and Ordinance No. 2017-57, enacted on August 14, 2017, by the Board of County Commissioners 
of Osceola County, Florida (the “Commission”). The District was established for the purposes, among 
other things, of financing, acquiring or constructing, maintaining and operating a portion of the 


infrastructure necessary for community development within the boundary of the District. The Phase 4C 
Bonds are being issued pursuant to the Act and a Master Trust Indenture, dated as of February 1, 2018 (the 
“Master Indenture”), as supplemented by a Sixth Supplemental Trust Indenture dated as of September 1, 
2023 (the “Sixth Supplement” and, together with the Master Indenture, the “Indenture”) each by and 
between the District and U.S. Bank Trust Company, National Association, as successor in interest to U.S. 
Bank National Association, as trustee (the “Trustee”), and Resolution No. 2018-09 adopted by the District 
on January 3, 2018, as supplemented by Resolution No. 2023-[__] adopted by the District on September 6, 
2023 (collectively, the “Bond Resolutions”) authorizing the issuance of the Phase 4C Bonds. The Phase 4C 
Special Assessments comprising the Phase 4C Pledged Revenues will be levied by the Issuer on lands 
within the District specially benefited by the Phase 4C Project pursuant to Resolution No. 2017-19, 
Resolution No. 2017-20, Resolution No. 2018-07 and Resolution No. 2023-[__] adopted by the District on 
September 25, 2017, September 25, 2017, November 1, 2017, and September [__], 2023, respectively, and any 
supplemental resolutions adopted in connection with the issuance of the Phase 4C Bonds (collectively, the 
“Assessment Resolutions”). The Phase 4C Bonds shall be as described in, and shall be issued and secured 
pursuant to, the provisions of the Indenture. The Issuer has also entered into, or will enter into at or prior 
to Closing (as defined in Section 7 hereof): (a) the Continuing Disclosure Agreement (the “Continuing 
Disclosure Agreement”) with Pulte Home Company, LLC (the “Developer”) and Governmental 
Management Services - Central Florida, LLC, as dissemination agent; (b) the Agreement Between 
Developer and Tohoqua Community Development District Regarding the True Up and Payment for 
Special Assessment Revenue Bonds, Series 2023 (Phase 4C Bonds) (the “True-Up Agreement”); (c) the 
Agreement By and Between the Tohoqua Community Development District and the Developer, Regarding 
the Acquisition of Certain Work Product and Infrastructure for Special Assessment Revenue Bonds, Series 
2023 (Phase 4C Project) (the “Acquisition Agreement”); (d) the Collateral Assignment and Assumption of 
Development and Contract Rights Relating to Tohoqua Community Development District (Phase 4C 
Bonds) between the District and the Developer (the “Collateral Assignment”) and (e) this Bond Purchase 
Agreement. For purposes hereof, this Bond Purchase Agreement, the Indenture, the Continuing Disclosure 
Agreement, the True-Up Agreement, the Collateral Assignment, and the Acquisition Agreement are 
referred to herein collectively as the “Financing Documents.” 

The Phase 4C Bonds are being issued to: (i) finance a portion of the construction, acquisition, 
equipping and/or improvement of the Phase 4C Project as defined herein; (ii) pay capitalized interest on 
such Phase 4C Bonds through November 1, 2023; (iii) fund the Phase 4C Reserve Account established for 
such Phase 4C Bonds in an amount equal to the Phase 4C Reserve Account Requirement; and (iv) pay 
certain costs associated with the issuance of such Phase 4C Bonds. 

The principal and interest on the Phase 4C Bonds are payable from and secured by the Phase 4C 
Pledged Revenues. The Phase 4C Pledged Revenues consist primarily of the revenues derived by the 
District from assessments levied and collected by the District with respect to property specially benefited 
by the Phase 4C Project and all amounts in the applicable Funds and Accounts (except for the Phase 4C 
Rebate Account) established and held under the Indenture. 

3. Delivery of Limited Offering Memorandum and Other Documents. 

(a) Prior to the date hereof, the Issuer provided to the Underwriter for its review the 
Preliminary Limited Offering Memorandum dated September [__], 2023, (the “Preliminary Limited 
Offering Memorandum”), that the Issuer 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 
(the “Rule”) in connection with the pricing of the Phase 4C Bonds. The Issuer hereby confirms that the 


Preliminary Limited Offering Memorandum was deemed final as of its date, except for the permitted 
omissions. 

(b) The Issuer shall deliver, or cause to be delivered, at its expense, to the Underwriter within 
seven (7) business days after the date hereof or use good faith to deliver within such shorter period as may 
be requested by the Underwriter and at least three (3) business days prior to the date the Phase 4C Bonds 
are delivered to the Underwriter, or within such other period as the Underwriter may inform the Issuer 
which is necessary for the Underwriter to comply with regulations of the Municipal Securities Rulemaking 
Board (“MSRB”) in order to accompany any confirmation that requests payment from any customer 
sufficient copies of the final Limited Offering Memorandum (“Limited Offering Memorandum”) to enable 
the Underwriter to fulfill its obligations pursuant to the securities laws of Florida and the United States, in 
form and substance satisfactory to the Underwriter. In determining whether the number of copies to be 
delivered by the Issuer are reasonably necessary, at a minimum, the number shall be determined by the 
Underwriter and conveyed to the Issuer as shall be sufficient to enable the Underwriter to comply with the 
requirements of the Rule, all applicable rules of the MSRB, and to fulfill its duties and responsibilities under 
Florida and federal securities laws generally. 

The Underwriter agrees to file the Limited Offering Memorandum in accordance with applicable 
MSRB rules. 

The Issuer authorizes, or ratifies as the case may be, the use and distribution of the Preliminary 
Limited Offering Memorandum and the Limited Offering Memorandum in connection with the limited 
public offering and sale of the Phase 4C Bonds. The Underwriter agrees that it will not confirm the sale of 
any Bonds unless the confirmation of sale requesting payment is accompanied or preceded by the delivery 
of a copy of the Limited Offering Memorandum. 

(c) From the date hereof until the earlier of (i) ninety (90) days from the “end of the 
underwriting period” (as defined in the Rule), or (ii) the time when the Limited Offering Memorandum is 
available to any person from the MSRB (but in no case less than twenty-five (25) days following the end of 
the underwriting period), if the Issuer has knowledge of the occurrence of any event which may make it 
necessary to amend or supplement the Limited Offering Memorandum in order to make the statements 
therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall 
notify the Underwriter and if, in the reasonable opinion of the Issuer or the reasonable opinion of the 
Underwriter, such event requires the preparation and publication of an amendment or supplement to the 
Limited Offering Memorandum, the Issuer, at its expense (unless such event was caused by the 
Underwriter), shall promptly prepare an appropriate amendment or supplement thereto (and file or cause, 
to be filed, the same with the MSRB, and mail such amendment or supplement to each record owner of 
Bonds) so that the statements in the Limited Offering Memorandum as so amended or supplemented will 
not, in light of the circumstances under which they were made, be misleading, in a form and in a manner 
reasonably approved by the Underwriter. The Issuer will promptly notify the Underwriter of the 
occurrence of any event of which it has knowledge, which, in its opinion, is an event described in the 
preceding sentence. The amendments or supplements that may be authorized for use with respect to the 
Phase 4C Bonds are hereinafter included within the term “Limited Offering Memorandum.” 


4. Authority of the Underwriter. The Underwriter is duly authorized to execute this Bond 
Purchase Agreement and to perform its obligations hereunder. The Underwriter hereby represents that 
neither it nor any “person” or “affiliate” has been on the “convicted vendor list” during the past thirty-six 
(36) months, as all such terms are defined in Section 287.133, Florida Statutes, as amended. 

5. Offering and Sale of Phase 4C Bonds. The Underwriter agrees to make a bona fide limited 
offering to “accredited investors” representing the general public (excluding bond houses, brokers or 
similar persons or organizations acting in the capacity of underwriter or wholesalers) of all of the Phase 4C 
Bonds at not in excess of the initial public offering price or prices (or below the yield or yields) set forth in 
Exhibit A hereto; provided, however, that the Underwriter may (i) offer and sell the Phase 4C Bonds to 
certain bond houses, brokers or to similar persons or organizations acting in the capacity of underwriters 
or wholesalers at prices lower than the public offering prices set forth in Exhibit A hereto, and (ii) change 
such initial offering prices (or yields) as the Underwriter deems necessary in connection with the marketing 
of the Phase 4C Bonds. The Underwriter agrees to assist the Issuer in establishing the issue price of the 
Phase 4C Bonds and shall execute and deliver to the Issuer at Closing an “issue price” or similar certificate, 
together with supporting wires or equivalent communications, substantially in the form attached hereto as 
Exhibit I, with such modifications as may be appropriate or necessary, in the reasonable judgment of the 
Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or 
the initial offering price or prices to the public of the Phase 4C Bonds. 

The Issuer hereby authorizes the Underwriter to use the Limited Offering Memorandum in 
connection with the limited public offering and sale of the Phase 4C Bonds and ratifies and confirms the 
distribution and use by the Underwriter prior to the date hereof of the Preliminary Limited Offering 
Memorandum in connection with such limited public offering and sale. 

6. Issuer Representations, Warranties, Covenants and Agreements. The Issuer represents 
and warrants to and covenants and agrees with the Underwriter that, as of the date hereof and as of the 
date of the Closing: 

(a) The District is a local unit of special purpose government, duly organized and established 
and validly existing under the Act and the Constitution and laws of the State of Florida, with full legal 
right, power and authority to: (i) adopt the Bond Resolutions and the Assessment Resolutions; (ii) enter 
into the Financing Documents; (iii) sell, issue and deliver the Phase 4C Bonds to the Underwriter as 
provided herein; (iv) apply the proceeds of the sale of the Phase 4C Bonds for the purposes described in 
the Limited Offering Memorandum; (v) authorize the distribution of the Preliminary Limited Offering 
Memorandum and the Limited Offering Memorandum; (vi) carry out and consummate the transactions 
contemplated by the Bond Resolutions, the Assessment Resolutions, the Financing Documents and the 
Limited Offering Memorandum; (vii) undertake the completion or acquisition of the Phase 4C Project; and 
(viii) levy and collect the Phase 4C Special Assessments that will secure the Phase 4C Bonds. The Issuer 
has complied, and at Closing will be in compliance in all respects, with the terms of the Act and with the 
obligations on its part contained in the Financing Documents and the Phase 4C Bonds. 

(b) The District has complied with the Bond Resolutions, the Assessment Resolutions, the Act, 
and the Constitution and laws of the State of Florida in all matters relating to the Financing Documents and 
the Phase 4C Bonds, and the imposition, levy and collection of the Phase 4C Special Assessments. 


(c) The District has duly authorized and approved (1) the execution and delivery, or adoption, 
as the case may be, and performance of the Financing Documents, the Bond Resolutions, the Assessment 
Resolutions, the Phase 4C Special Assessments and the Phase 4C Bonds, (2) the use and distribution of the 
Preliminary Limited Offering Memorandum and the delivery and distribution of the Limited Offering 
Memorandum, and (3) the taking of any and all such action as may be required on the part of the District 
to carry out, give effect to and consummate the transactions contemplated by the Financing Documents, 
the Bond Resolutions, the Assessment Resolutions, the Phase 4C Special Assessments, the Phase 4C Bonds 
and the Limited Offering Memorandum. 

(d) Each of the Financing Documents constitutes a legally valid and binding obligation of the 
District enforceable in accordance with its terms, and, upon due authorization, execution and delivery 
thereof by the parties thereto, will constitute a legal, valid and binding obligation of the District enforceable 
in accordance with its terms. 

(e) When delivered to and paid for by the Underwriter at Closing in accordance with the 
provisions of this Bond Purchase Agreement, the Phase 4C Bonds will have been duly authorized, executed, 
authenticated, issued and delivered and will constitute legal, valid and binding special obligations of the 
District, conforming to the Act, and entitled to the benefit and security of the Indenture. 

(f) Upon the execution, authentication, issuance and delivery of the Phase 4C Bonds as 
aforesaid, the Indenture will provide, for the benefit of the holders from time to time of the Phase 4C Bonds, 
a legally valid and binding pledge of and a security interest in and to the Phase 4C Pledged Revenues 
pledged to the Phase 4C Bonds, subject only to the provisions of the Indenture permitting the application 
of such Phase 4C Pledged Revenues for the purposes and on the terms and conditions set forth in the 
Indenture. 

(g) Other than any approvals that might be required under the securities laws of any state, no 
approval, permit, consent or authorization of, or registration or filing with, any governmental or public 
agency or authority or any other entity not already obtained or made, or to be made simultaneously with 
the issuance of the Phase 4C Bonds, is required to be obtained by the District in connection with the issuance 
and sale of the Phase 4C Bonds, or the execution and delivery by the District of, or the due performance of 
its obligations under the Financing Documents and the Phase 4C Bonds, and any such approvals, permits, 
consents or authorizations so obtained are in full force and effect. 

(h) The District is not in breach of or in default under any applicable constitutional provision, 
law or administrative regulation of the State of Florida or the United States, the Financing Documents, the 
Phase 4C Bonds or any applicable judgment or decree or any other 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, that could have a materially adverse effect on the business or 
operations of the District, and the District has not received notice of any event of default by the District 
under any such instrument. 

(i) The execution and delivery by the District of the Financing Documents, the Phase 4C 
Bonds and any other instrument to which the District is a party and which is used or contemplated for use 
in conjunction with the transactions contemplated by the Financing Documents, the Phase 4C Bonds or the 
Limited Offering Memorandum, and the compliance with the provisions of each such instrument and the 
consummation of any transactions contemplated hereby and thereby, will not conflict with or constitute a 
breach of, or default under any indenture, contract, agreement, or other instrument to which the District is 


a party or by which it is bound, or to the best of its knowledge under any provision of the Constitution of 
the State of Florida or any existing law, rule, regulation, ordinance, judgment, order or decree to which the 
District (or any of its supervisors or officers in their respective capacities as such) or its properties is subject. 

(j) Except as disclosed in the Limited Offering Memorandum, there is no action, suit, hearing, 
inquiry or investigation, at law or in equity, before or by any court, public board, agency or body, pending 
or, to the best knowledge of the District, threatened against or affecting the District or any of its supervisors 
in their respective capacities as such, in which an unfavorable decision, ruling or finding would, in any 
material way, adversely affect (1) the transactions contemplated by the Financing Documents, the Phase 
4C Bonds or the proceedings relating to the Phase 4C Special Assessments, (2) the organization, existence 
or powers of the District or any of its supervisors or officers in their respective capacities as such, (3) the 
business, properties or assets or the condition, financial or otherwise, of the District, (4) the validity or 
enforceability of the Phase 4C Bonds, the Financing Documents, the Phase 4C Special Assessments or any 
other agreement or instrument to which the District is a party and which is used or contemplated for use 
in the transactions contemplated hereby or by the Indenture, (5) the exclusion from gross income for federal 
income tax purposes of the interest on the Phase 4C Bonds, (6) the exemption under the Act of the Phase 
4C Bonds and the interest thereon from taxation imposed by the State of Florida, (7) the legality of 
investment in the Phase 4C Bonds for certain investors as provided in the Act, (8) the issuance, sale or 
delivery of the Phase 4C Bonds, or (9) the collection of the Phase 4C Special Assessments and the pledge 
thereof under the Indenture to pay the principal or premium, if any, or interest on the Phase 4C Bonds. 

(k) The District has not issued, assumed or guaranteed any indebtedness, incurred any 
material liabilities, direct or contingent, or entered into any contract or arrangement of any kind payable 
from or secured by a pledge of the Phase 4C Pledged Revenues pledged to the Phase 4C Bonds with a lien 
thereon prior to or on a parity with the lien of the Phase 4C Bonds. 

(l) Between the date of this Bond Purchase Agreement and the date of Closing, the District 
will not, without the prior written consent of the Underwriter, incur any material liabilities, direct or 
contingent, nor will there be any adverse change of a material nature in the financial position, results of 
operations or condition, financial or otherwise, of the District, other than (1) as contemplated by the Limited 
Offering Memorandum, or (2) in the ordinary course of business. 

(m) Any certificates signed by any official of the District authorized to do so shall be deemed 
a representation and warranty by the District to the Underwriter as to the statements made therein. 

(n) No representation or warranty by the District in this Bond Purchase Agreement nor any 
statement, certificate, document or exhibit furnished to or to be furnished by the District pursuant to this 
Bond Purchase Agreement or the Limited Offering Memorandum or in connection with the transactions 
contemplated hereby contains or will contain on the date of Closing any untrue statement of a material fact 
or omits or will omit a material fact necessary to make the statements contained therein, in the light of the 
circumstances under which they were made, not misleading, provided, however, that no representation is 
made with respect to information concerning The Depository Trust Company or the Underwriter. 

(o) The District is not in default and has not been in default at any time after December 31, 
1975 as to principal or interest with respect to any obligations issued or guaranteed by the District. 

7. The Closing. At 12:00 noon, New York time, on September [__], 2023, or at such earlier or 
later time or date to which the Issuer and the Underwriter may mutually agree, the Issuer will, subject to 


the terms and conditions hereof, deliver the Phase 4C Bonds to the Underwriter in full book-entry form, 
duly executed, together with the other documents hereinafter mentioned, and, subject to the terms and 
conditions hereof, the Underwriter will accept such delivery and pay the aggregate purchase price of the 
Phase 4C Bonds as set forth in Paragraph 1 hereof (such delivery of and payment for the Phase 4C Bonds 
is herein called the “Closing”). The Issuer shall cause CUSIP identification numbers to be printed on the 
Phase 4C Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto 
shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Phase 
4C Bonds in accordance with the terms of this Bond Purchase Agreement. The Closing shall occur at the 
offices of the Issuer, or such other place to which the Issuer and the Underwriter shall have mutually 
agreed. The Phase 4C Bonds shall be prepared and delivered as fully registered bonds in such authorized 
denominations and registered in full book-entry form in the name of Cede & Co., as nominee of The 
Depository Trust Company, New York, New York (“DTC”) and shall be delivered to DTC during the 
business day prior to the Closing for purposes of inspection, unless the DTC “F.A.S.T.” procedure is used 
which requires the Registrar to retain possession of the Phase 4C Bonds. 

8. Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in 
reliance upon the representations, warranties and agreements of the District contained herein and 
contained in the documents and instruments delivered at the Closing, and upon the performance by the 
District of its obligations hereunder, as of the date of the Closing. Accordingly, the Underwriter’s 
obligations under this Bond Purchase Agreement to cause the purchase, acceptance of delivery and 
payment for the Phase 4C Bonds shall be subject to the performance by the District of its obligations to be 
performed hereunder and under such documents and instruments at or prior to the Closing, and shall also 
be subject to the following conditions: 

(a) The representations and warranties of the District contained herein shall be true, complete 
and correct on and as of the date of the Closing, the statements made in all certificates and other documents 
delivered to the Underwriter at the Closing shall be true, complete and correct as of the date of Closing, 
and the District shall be in compliance with each of the agreements made by it in this Bond Purchase 
Agreement and the Indenture as of the date of Closing; 

(b) At the Closing, (1) the Financing Documents, the Bond Resolutions and the Assessment 
Resolutions shall be in full force and effect and shall not have been amended, modified or supplemented, 
except as may have been agreed to in writing by the Underwriter, and the District shall have adopted and 
there shall be in full force and effect such additional agreements therewith and in connection with the 
issuance of the Phase 4C Bonds all such action as in the reasonable opinion of Bond Counsel, shall be 
necessary in connection with the transactions contemplated hereby, (2) the Limited Offering Memorandum 
shall not have been amended, modified or supplemented, except as may have been agreed to in writing by 
the Underwriter, (3) there shall not have occurred any event that causes the Limited Offering Memorandum 
or any amendment or supplement thereto to contain an untrue or misleading statement of fact that in the 
opinion of the Underwriter or its counsel is material or omits to state a fact that in the opinion of the 
Underwriter or its counsel is material and necessary to make the statements therein, in light of the 
circumstances under which they were made, not misleading, (4) the District shall perform or shall have 
performed all of its obligations under or specified in the Financing Documents to be performed at or prior 
to the Closing, and (5) the Phase 4C Bonds shall have been duly authorized, executed, authenticated and 
delivered; 

(c) At or prior to the Closing, the Underwriter shall have received executed or certified copies 
of the following documents: 


(1) Certificates, dated the date of Closing regarding the Limited Offering 
Memorandum and no default; 

(2) The Bond Resolutions and the Assessment Resolutions, certified by authorized 
officers of the District under its seal as true and correct copies and as having been adopted with 
only such amendments, modifications or supplements as may have been approved by the 
Underwriter; 

(3) Copies of the Master Indenture and the Sixth Supplement and the proceedings 
relating to the levy of the Phase 4C Special Assessments, certified by authorized officers of the 
District as true and correct copies; 

(4) The Limited Offering Memorandum, and each supplement or amendment, if any, 
thereto; 

(5) A certificate of the District, dated the date of Closing, signed on its behalf by the 
Chair or Vice Chair and the Secretary or an Assistant Secretary of its Board of Supervisors, in 
substantially the form of Exhibit C hereto; 

(6) An opinion, dated the date of Closing, of Akerman LLP, Jacksonville, Florida, 
Bond Counsel, substantially in the form attached as an Appendix to the Limited Offering 
Memorandum; 

(7) A supplemental opinion, dated the date of Closing, of Bond Counsel to the effect 
that (i) the Underwriter may rely on the approving opinion of Bond Counsel as though such 
opinion were addressed to them; (ii) the Phase 4C Bonds are exempt securities within the meaning 
of Section 3(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Section 304(a)(4) 
of the Trust Indenture Act of 1939, as amended (the “1939 Act”) and it is not necessary in connection 
with the sale of the Phase 4C Bonds to the public to register the Phase 4C Bonds under the 1933 
Act, or to qualify the Indenture under the 1939 Act; and (iii) Bond Counsel has reviewed the 
statements contained in the Limited Offering Memorandum under the sections captioned 
“DESCRIPTION OF THE PHASE 4C BONDS” (other than the portion thereof captioned “Book- 
Entry Only System” and other than any information therein relating to DTC or the book-entry 
system), “SECURITY FOR AND SOURCE OF PAYMENT OF THE PHASE 4C BONDS” (excluding 
the subheadings entitled “Agreement for Assignment of Development Rights,” and “True-Up 
Agreement”), and “APPENDIX D – FORM OF OPINION OF BOND COUNSEL” and is of the 
opinion that insofar as such statements purport to summarize certain provisions of the Phase 4C 
Bonds and the Indenture, that such statements fairly represent the documents purported to be 
summarized therein. Bond Counsel has also reviewed the statements contained in the Limited 
Offering Memorandum under the section captioned “TAX MATTERS” and is of the opinion that 
insofar as such sections purport to summarize the provisions of the Internal Revenue Code of 1986 
as amended, and applicable laws of the State of Florida, such statements are correct as to matters 
of law; 

(8) An opinion, dated the date of Closing, of Latham, Luna, Eden & Beaudine, LLP, 
Orlando, Florida, District Counsel, in substantially the form of Exhibit D hereto; 


(9) A copy of the Master Assessment Methodology for Tohoqua Community 
Development District, dated September 25, 2017, as supplemented by the Tohoqua Community 
Development District Series 2023 Supplemental Assessment Methodology for Assessment Area Six 
(Phase 4C Project), dated September [__], 2023, each prepared by Governmental Management 
Services - Central Florida, LLC and a certificate from such firm in substantially the form attached 
hereto as Exhibit E; 

(10) An opinion, dated the date of Closing, of Bryant Miller Olive P.A., Orlando, 
Florida, counsel to the Underwriter (the “Underwriter’s Counsel”), in form and substance 
satisfactory to the Underwriter; 

(11) An opinion, dated the date of Closing and addressed to the Underwriter and the 
Issuer, of counsel to the Trustee, in form and substance acceptable to the Underwriter and Issuer 
and a customary authorization and incumbency certificate, dated the date of Closing, signed by 
authorized officers of the Trustee; 

(12) A certificate of the Developer, in substantially the form of the certificate included 
herein as Exhibit F and opinion(s) of counsel to the Developer in substantially the form included 
herein as Exhibit G (which may be addressed to such parties listed in Exhibit G in one or more 
separate opinions); 

(13) Copies of the Engineer’s Reports of Poulos & Bennett, LLC (the “Consulting 
Engineer”) and a certificate from the Consulting Engineer, in substantially the form attached hereto 
as Exhibit H dated the date of Closing and addressed to the Issuer and the Underwriter; 

(14) A certificate, dated the date of Closing, of the authorized officers of the District to 
the effect that, on the basis of the facts, estimates and circumstances in effect on the date of Closing, 
it is not expected that the proceeds of the Phase 4C Bonds will be used in a manner that would 
cause the Phase 4C Bonds to be “arbitrage bonds” within the meaning of Section 148 of Internal 
Revenue Code of 1986, as amended; 

(15) Specimen Phase 4C Bonds; 

(16) A copy of the executed Letter of Representations between the District and DTC; 

(17) Executed Financing Documents; 

(18) A certificate executed by the District Manager that all resolutions required to be 
published by Florida law have been published in accordance with the requirements of Florida law; 

(19) Evidence of compliance with the requirements of Section 189.051, Florida Statutes; 

(20) A copy of the Final Judgment issued on December 5, 2017, by the Circuit Court of 
the Ninth Judicial Circuit of Florida, in and for Osceola County, Florida in Case No. 2017 CA 002596 
OC and the Clerk’s Certificate of No Appeal; 

(21) A Declaration of Consent from the Developer; and 


(22) Such additional legal opinions, certificates (including such certificates as may be 
required by regulations of the Internal Revenue Service in order to establish the tax exempt 
character of the Phase 4C Bonds, which certificates shall be satisfactory in form and substance to 
Bond Counsel), and other evidence as the Underwriter, Bond Counsel or Underwriter’s Counsel 
may deem necessary to evidence the truth and accuracy as of the Closing of the representations 
and warranties of the District herein contained and of the information contained in the Limited 
Offering Memorandum and the due performance and satisfaction by the District at or prior to such 
time of all agreements then to be performed and all conditions then to be satisfied by it. 

All of the opinions, letters, certificates, instruments and other documents mentioned above or 
elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof 
if, but only if, they are in form and substance as set forth herein or as described herein or as otherwise 
satisfactory to the Underwriter. Receipt of, and payment for, the Phase 4C Bonds shall constitute evidence 
of the satisfactory nature of such as to the Underwriter. The performance of any and all obligations of the 
District hereunder and the performance of any and all conditions herein for the benefit of the Underwriter 
may be waived by the Underwriter in their sole discretion. 

If the District shall be unable to satisfy the conditions to the obligations of the Underwriter to cause 
the purchase, acceptance and delivery and payment for the Phase 4C Bonds contained in this Bond 
Purchase Agreement, or if the obligations of the Underwriter to cause the purchase, acceptance of delivery 
and payment for the Phase 4C Bonds shall be terminated for any reason permitted by this Bond Purchase 
Agreement, this Bond Purchase Agreement shall terminate, and neither the Underwriter nor the District 
shall be under any further obligation hereunder, but the respective obligations of the Underwriter and the 
District set forth in Section 10 hereof shall continue in full force and effect. 

9. Termination. The Underwriter may terminate this Bond Purchase Agreement by written 
notice to the Issuer in the event that between the date hereof and the Closing: 

 the marketability of the Phase 4C Bonds or the market price thereof, in the reasonable 
opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution 
of the United States or by any legislation (other than any actions taken by either House of Congress on or 
prior to the date hereof) (i) enacted or adopted by the United States, (ii) recommended to the Congress or 
otherwise endorsed for passage, by press release, other form of notice or otherwise, by the President of the 
United States, the Chair 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, the Treasury 
Department of the United States or the Internal Revenue Service, or (iii) favorably reported out of the 
appropriate Committee for passage to either House of the Congress by any full Committee of such House 
to which such legislation has been referred for consideration, or by any decision of any court of the United 
States or by any order, rule or regulation (final, temporary or proposed) on behalf of the Treasury 
Department of the United States, the Internal Revenue Service or any other authority or regulatory body of 
the United States, or by a release or announcement or communication issued or sent by the Treasury 
Department or the Internal Revenue Service of the United States, or any comparable legislative, judicial or 
administrative development affecting the federal tax status of the Issuer, its property or income, obligations 
of the general character of the Phase 4C Bonds, as contemplated hereby, or the interest thereon; or 

(b) any legislation, rule, or regulations shall be introduced in, or be enacted or adopted in the 
State of Florida, or a decision by any court of competent jurisdiction within the State of Florida shall be 
rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market for 


the Phase 4C Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Phase 4C 
Bonds to be purchased by them; or 

(c) any amendment to the Limited Offering Memorandum is proposed by the Issuer or 
deemed necessary by Bond Counsel, or the Underwriter which, in the reasonable opinion of the 
Underwriter, materially adversely affects the market for the Phase 4C Bonds or the sale, at the contemplated 
offering prices, by the Underwriter of the Phase 4C Bonds to be purchased by them; or 

(d) there shall have occurred any outbreak or escalation of hostility, declaration by the United 
States of a national emergency or war or other calamity or crisis the effect of which on financial markets is 
such as to make it, in the sole judgment of the Underwriter, impractical or inadvisable to proceed with the 
offering or delivery of the Phase 4C Bonds as contemplated by the Limited Offering Memorandum 
(exclusive of any amendment or supplement thereto); or 

(e) legislation shall be enacted or adopted, or any action shall be taken by, or on behalf of, the 
Securities and Exchange Commission which, in the reasonable opinion of Bond Counsel, has the effect of 
requiring the contemplated distribution of the Phase 4C Bonds to be registered under the Securities Act of 
1933, as amended, or the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, or 
any laws analogous thereto relating to governmental bodies, and compliance therewith cannot be 
accomplished prior to the Closing; or 

(f) legislation shall be introduced by amendment or otherwise in or be enacted by, the House 
of Representatives or the Senate of the Congress of the United States, or a decision by a Court of the United 
States of America shall be rendered, or a stop order, ruling, release, regulation, official statement or noaction 
letter by or on behalf of the Securities and Exchange Commission or any other governmental 
authority having jurisdiction of the subject matter of the Phase 4C Bonds shall have been proposed, issued 
or made (which is beyond the control of the Underwriter or the Issuer to prevent or avoid) to the effect that 
the issuance, offering or sale of the Phase 4C Bonds as contemplated hereby or by the Limited Offering 
Memorandum, or any document relating to the issuance, offering or sale of the Phase 4C Bonds is or would 
be in violation of any of the federal securities laws at Closing, including the Securities Act of 1933, as 
amended and then in effect, the Securities Exchange Act of 1934, as amended and then in effect, or the Trust 
Indenture Act of 1939, as amended and then in effect, or with the purpose or effect of otherwise prohibiting 
the offering and sale of obligations of the general character of the Phase 4C Bonds, or the Phase 4C Bonds, 
as contemplated hereby; or 

(g) there shall have occurred, after the signing hereof, either a financial crisis or a default with 
respect to the debt obligations of the Issuer or proceedings under the federal or State of Florida bankruptcy 
laws shall have been instituted by the Issuer, in either case the effect of which, in the reasonable judgment 
of the Underwriter, is such as to materially and adversely affect (i) the market price or the marketability of 
the Phase 4C Bonds, or (ii) the ability of the Underwriter to enforce contracts for the sale of the Phase 4C 
Bonds; or 

(h) a general banking moratorium shall have been declared by the United States, New York 
or Florida authorities, which in the reasonable opinion of the Underwriter, materially adversely affects the 
market for the Phase 4C Bonds or the sale, at the contemplated offering prices, by the Underwriter of the 
Phase 4C Bonds to be purchased by them; or 


(i) any national securities exchange, or any governmental authority, shall impose, as to the 
Phase 4C Bonds or obligations of the general character of the Phase 4C Bonds any material restrictions not 
now in force, or increase materially those now in force, with respect to the establishment of material 
restrictions upon trading of securities, including limited or minimum prices, by any governmental 
authority or by any national securities exchange, which in the reasonable opinion of the Underwriter, 
materially adversely affects the market for the Phase 4C Bonds or the sale, at the contemplated offering 
prices, by the Underwriter of the Phase 4C Bonds to be purchased by it; or 

(j) legal action shall have been filed against the Issuer wherein an adverse ruling would 
materially adversely affect the transactions contemplated hereby or by the Limited Offering Memorandum 
or the validity of the Phase 4C Bonds, the Financing Documents, the Bond Resolutions, the Assessment 
Resolutions, the Indenture, the Continuing Disclosure Agreement or this Bond Purchase Agreement; 
provided, however, that as to any such litigation, the Issuer may request and the Underwriter may accept 
an opinion by Bond Counsel, or of other counsel acceptable to the Underwriter, that in such counsel’s 
opinion the issues raised by any such litigation or proceeding are without substance or that the contentions 
of any plaintiffs therein are without merit; or 

(k) there shall have occurred or any notice shall have been given of any intended review, 
downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating 
service to any of the Issuer’s obligations; or 

(l) any information shall have become known which, in the Underwriter’s reasonable 
opinion, makes untrue, incorrect or misleading in any material respect any statement or information 
contained in the Limited Offering Memorandum, as the information contained therein has been 
supplemented or amended by other information, or causes the Limited Offering Memorandum, as so 
supplemented or amended, to contain an untrue, incorrect or misleading statement of a material fact or to 
omit 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 and upon the receipt of notice of 
same by the Issuer, the Issuer fails to promptly amend or supplement the Limited Offering Memorandum; 
or 

(m) an event occurs as a result of which the Limited Offering Memorandum, as then amended 
or supplemented, would include an untrue statement of a material fact or omit to state any material fact 
which is necessary to be stated therein in order to make the statements made therein, in the light of the 
circumstances under which they were made, not misleading which, in the reasonable opinion of the 
Underwriter, requires an amendment or supplement to the Limited Offering Memorandum and, in the 
reasonable opinion of the Underwriter, materially adversely affects the marketability of the Phase 4C Bonds 
or the contemplated offering prices thereof and upon the receipt of notice by the Issuer, the Issuer fails to 
promptly amend or supplement the Limited Offering Memorandum. 

(n) the IRS makes a determination with respect to any special purpose development district 
formed under State law (referred to herein as a “Special District”) deeming that all or certain of such Special 
Districts are not a “political subdivision” for purposes of Section 103(a) of the Code, and such 
determination, in the reasonable opinion of the Underwriter, materially adversely affects the federal tax 
status of the District, the tax exempt character or marketability of the Phase 4C Bonds or the contemplated 
offering prices thereof. 


10. Expenses. 

(a) The District agrees to pay from the proceeds of the Phase 4C Bonds, and the Underwriter 
shall be under no obligation to pay, all expenses incident to the performance of the District’s obligations 
hereunder, including but not limited to (1) the cost of the preparation, printing or other reproduction (for 
distribution prior to, on or after the date of acceptance of this Bond Purchase Agreement) of a reasonable 
number of copies of the Preliminary Limited Offering Memorandum and the Limited Offering 
Memorandum; (2) the fees and disbursements of Bond Counsel, District Counsel, Governmental 
Management Services - Central Florida, LLC, as Assessment Consultant, Poulos & Bennett, LLC, as 
Consulting Engineer, and any other experts or consultants retained by the District, including, but not 
limited to, the fees and expenses of the District Manager; (3) the fees and disbursements of Underwriter’s 
counsel; (4) the fees and disbursements of the Trustee, Bond Registrar and Paying Agent under the 
Indenture; and (5) out-of-pocket expenses of the District. 

(b) The Underwriter shall pay (1) the cost of qualifying the Phase 4C Bonds for sale in various 
states chosen by the Underwriter and the cost of preparing or printing any Blue Sky and legal investment 
memoranda to be used in connection with such sale; and (2) out-of-pocket expenses, including advertising, 
incurred by them in connection with their offering and distribution of the Phase 4C Bonds. 

(c) In the event that either the District or the Underwriter shall have paid obligations of the 
other as set forth in this Section, adjustment shall be made at or prior to Closing. 

11. No Advisory or Fiduciary Role. The District acknowledges and agrees that (i) the purchase 
and sale of the Phase 4C Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial 
transaction between the District and the Underwriter, (ii) in connection therewith and with the discussions, 
undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and 
has been acting solely as a principal and is not acting 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 offering contemplated hereby 
or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter 
or any affiliate of the Underwriter has provided other services or is currently providing other services to 
the District on other matters) and the Underwriter has no obligation to the District with respect to the 
offering contemplated hereby except the obligations expressly set forth in this Bond Purchase Agreement, 
(iv) the District has consulted its own legal, financial and other advisors to the extent it has deemed 
appropriate in connection with the offering of the Phase 4C Bonds, (v) the Underwriter has financial and 
other interests that differ from those of the District, and (vi) the District has received the Underwriter’s G- 
17 Disclosure Letter. 

12. Notices. All notices, demands and formal actions hereunder shall be in writing and mailed 
or delivered to: 

The Underwriter: 

MBS Capital Markets, LLC 

152 Lincoln Avenue 
Winter Park, Florida 32789 

Attn: Brett Sealy 

 




The District: 

 

 

 

 

 

 

Copy to: 

Tohoqua Community Development District 

c/o Governmental Management Services - Central Florida, LLC 

219 East Livingston Street 

Orlando, Florida 32801 

Attn: George Flint 

 

 

Latham, Luna, Eden & Beaudine, LLP 

201 S. Orange Avenue, Suite 1400 

Orlando, Florida 32801 

Attn: Jan Carpenter, Esq. 

 



 

13. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the 
Issuer and the Underwriter (including the successors or assignees of the Issuer or the Underwriter) and no 
other party or person shall acquire or have any right hereunder or by virtue hereof. All representations, 
warranties, covenants and agreements in this Bond Purchase Agreement shall remain operative and in full 
force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) the 
delivery of and payment for the Phase 4C Bonds pursuant to this Bond Purchase Agreement; or (iii) any 
termination of this Bond Purchase Agreement but only to the extent provided by the last paragraph of 
Section 8 hereof. 

14. Waiver. Notwithstanding any provision herein to the contrary, the performance of any 
and all obligations of the Issuer hereunder and the performance of any and all conditions contained herein 
for the benefit of the Underwriter may be waived by the Underwriter, in their sole discretion. 

15. Effectiveness. This Bond Purchase Agreement shall become effective upon the execution 
of the acceptance hereof by the Chair and shall be valid and enforceable at the time of such acceptance. 

16. Counterparts. This Bond Purchase Agreement may be executed in several counterparts, 
each of which shall be regarded as an original and all of which shall constitute one and the same document. 

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

18. Florida Law Governs. The validity, interpretation and performance of this Bond Purchase 
Agreement shall be governed by the laws of the State of Florida. 

19. Truth In Bonding Statement. Pursuant to the provisions of Section 218.385(2) and (3), 
Florida Statutes, as amended, the Underwriter provides the following truth-in-bonding statement: 

(a) The Issuer is proposing to issue the Phase 4C Bonds for the purposes listed in Section 2 
hereof. This obligation is expected to be repaid from Phase 4C Pledged Revenues, as further described 
herein over a period of approximately [__] years. At a true interest cost rate of approximately [_____]%, 
total interest paid over the life of the obligations will be $[_________]. 

(b) The source of repayment for the Phase 4C Bonds is the Phase 4C Pledged Revenues. 
Authorizing this obligation will result in an average of approximately $[_________] of Phase 4C Pledged 


Revenues not being available to finance other services of the Issuer every year for approximately 30 years; 
provided, however, that in the event the Phase 4C Bonds are not issued, the District would not be entitled 
to impose and collect the Phase 4C Special Assessments in the amount of the debt service to be paid on the 
Phase 4C Bonds. 

[Remainder of page intentionally left blank] 


20. Entire Agreement. This Bond Purchase Agreement when accepted by you in writing as 
heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of 
the Issuer and the Underwriter (including the successors or assigns of the Issuer or the Underwriter). No 
other person shall acquire or have any right hereunder or by virtue hereof. 

Very truly yours, 

MBS CAPITAL MARKETS, LLC 

 

Brett Sealy, Managing Partner 

Accepted by: 

TOHOQUA COMMUNITY DEVELOPMENT 

DISTRICT 

 
Andre M. Vidrine, Chair, Board of Supervisors 

 


EXHIBIT A 

AMOUNTS, INTEREST RATES, MATURITIES, YIELDS, PRICES 

AND INITIAL CUSIP NUMBERS 

 The District is not responsible for the use of CUSIP numbers, nor is any representation made as to their correctness. 
They are included solely for the convenience of the readers of this Bond Purchase Agreement. 

 

[To come] 

 

REDEMPTION PROVISIONS 

[To come] 

 


EXHIBIT B 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

(City of St. Cloud, Florida) 

 

$[__________] 

Special Assessment Revenue Bonds, Series 2023 

(Phase 4C Project) 



 

DISCLOSURE STATEMENT 

September [__], 2023 

Tohoqua Community Development District 

City of St. Cloud, Florida 

 

Ladies and Gentlemen: 

 

Pursuant to Section 218.385, Florida Statutes, and with respect to the issuance of the abovereferenced 
bonds (the “Phase 4C Bonds”), MBS Capital Markets, LLC (the “Underwriter”), having 
purchased the Phase 4C Bonds pursuant to a Bond Purchase Agreement dated September [__], 2023 (the 
“Purchase Agreement”) between the Underwriter and the Tohoqua Community Development District (the 
“District”), makes the following disclosures in connection with the limited public offering and sale of the 
Phase 4C Bonds: 

(a) The total underwriting discount paid to the Underwriter pursuant to the Purchase 
Agreement is $[__________] ([____]%). 

(b) The total amount of expenses estimated to be incurred by the Underwriter in connection 
with the issuance of the Phase 4C Bonds is $[__________]. An itemization of these expenses is attached 
hereto as Schedule I. 

(c) There are no “finders” as such term is used in Sections 218.385 and 218.386, Florida 
Statutes, in connection with the issuance of the Phase 4C Bonds. 

(d) The components of the Underwriter’s discount are as follows: 

 

Per $1,000 

 

 

Management Fee: 

$ 

or 

$ 

Takedown: 

 

or 

 

Expenses: 

 

or 

 

 

$ 

 

$ 



 

(e) There are no other fees, bonuses, or other compensation estimated to be paid by the 
Underwriter in connection with the Phase 4C Bonds to any person not regularly employed or retained by 
the Underwriter. 


(f) The name and address of the Underwriter is set forth below: 

MBS Capital Markets, LLC 

152 Lincoln Avenue 

Winter Park, Florida 32789 

 

We understand that you do not require any further disclosure from the Underwriter, 
pursuant to Section 218.385(6), Florida Statutes, as amended. 

Very truly yours, 

 

MBS CAPITAL MARKETS, LLC 

 

Brett Sealy, Managing Partner 

 

 


SCHEDULE I 

ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER 

 

 

Travel Expenses 

$ 

Communication 

 

Day Loan 

 

Clearance & Settlement Charges 

 

CUSIP / DTC 

 

Contingency 

 

Total 

$ 



 


EXHIBIT C 

 

CERTIFICATE OF DISTRICT 

 

The undersigned, as Chair and Secretary, respectively, of the Board of Supervisors (the “Board”) 
of the Tohoqua Community Development District (the “District”), a local unit of special-purpose 
government duly established and validly existing under and pursuant to the Constitution and laws of the 
State of Florida, particularly Chapter 190, Florida Statutes, as amended (the “Act”), hereby certify to MBS 
Capital Markets, LLC (the “Underwriter”) in satisfaction of Sections 8(c)(2) and 8(c)(5) of the Bond Purchase 
Agreement, dated September [__], 2023, with the District (the “Bond Purchase Agreement”) in connection 
with the issuance by the District of $[__________] aggregate principal amount of its Special Assessment 
Revenue Bonds, Series 2023 (Phase 4C Project) (the “Phase 4C Bonds”) as follows (terms used and not 
otherwise defined herein shall have the meaning ascribed to such terms in the Bond Purchase Agreement): 

1. Andre M. Vidrine is the duly appointed and acting Chair of, and George S. Flint is a duly 
appointed and acting Secretary to, the Board of the District, authorized by resolution of the Board of the 
District pursuant to the Act to be custodian of all bonds, documents and papers filed with the District and 
the official seal of the District. 

2. The following named persons are as of the date hereof the duly elected, qualified and 
acting members of the Board of the District: 

Name 

Title 

Term Expires 

Andre M. Vidrine 

Chair 

November 2025 

Marcus P. Hooker 

Vice Chair 

November 2025 

Patrick Bonin 

Assistant Secretary 

November 2023 

John Droor 

Assistant Secretary 

November 2023 

Chris Wrenn 

Assistant Secretary 

November 2023 



 

Each of said persons since his appointment as aforesaid has been and now is the duly designated 
and qualified officer of the Board of the District holding the office set forth opposite his name, if required 
to file an oath of office, has done so, and if legally required to give a bond or undertaking has filed such 
bond or undertaking in form and amount required by law. 

3. The seal, an impression of which appears below, is the only proper and official seal of the 
District. 

4. The Board of the District, at duly called and held meetings of the Board of the District on 
January 3, 2018, and September 6, 2023, duly adopted Resolution No. 2018-09 and 2023-[__], respectively, 
true and correct copies of which are attached hereto (collectively, the “Bond Resolutions”), which Bond 
Resolutions remain in full force and effect on the date hereof. 

5. The Board of the District, at duly called and held meetings of the Board of the District on 
September 25, 2017, September 25, 2017, November 1, 2017, and September [__], 2023, duly adopted 
Resolution No. 2017-19, Resolution No. 2017-20, Resolution No. 2018-07, and Resolution No. 2023-[__], 
respectively, true and correct copies of which are attached hereto (collectively, the “Assessment 
Resolutions”), which Assessment Resolutions remain in full force and effect on the date hereof. 


6. The District has complied with the provisions of Chapters 170, 190 and 197, Florida Statutes 
related to the imposition, levy, collection and enforcement of the Phase 4C Special Assessments. 

7. Upon authentication and delivery of the Phase 4C Bonds, the District will not be in default 
in the performance of the terms and provisions of the Bond Resolutions, the Assessment Resolutions or the 
Indenture. 

8. Each of the representations and warranties made by the District in the Bond Purchase 
Agreement is, to the best of our knowledge and belief, true and accurate on and as of this date. 

9. The District has complied with all the agreements and satisfied all the conditions on its 
part to be complied with on or before the date hereof for delivery of the Phase 4C Bonds pursuant to the 
Bond Purchase Agreement, the Bond Resolutions, the Assessment Resolutions and the Indenture. 

10. To the best of our knowledge, since the date of the Limited Offering Memorandum, no 
material and adverse change has occurred in the business, properties, other assets and financial position of 
the District or results of operations of the District; and to the best of our knowledge, the District has not, 
since the date of the Limited Offering Memorandum, incurred any material liabilities other than as set forth 
in or contemplated by the Limited Offering Memorandum. 

11. To the best of our knowledge, the statements appearing in the Limited Offering 
Memorandum did not as of its date and do not as of the date hereof contain an untrue statement of a 
material fact or omit to state a material fact required to be included therein or necessary in order to make 
the statements contained therein, in light of the circumstances in which they were made, not misleading; 
provided, however, that no representation is made with respect to information concerning The Depository 
Trust Company or its book-entry only system. Subject to the foregoing limitations, nothing has come to 
our attention which would lead us to believe that the Limited Offering Memorandum, as of its date or as 
of the date hereof contained an untrue statement of a material fact, or omitted to state a material fact 
required to be stated therein or necessary to make the statements therein, in light of the circumstances in 
which they were made not misleading. 

12. Except as set forth in the Limited Offering Memorandum, no litigation or other 
proceedings are pending or to the knowledge of the District threatened in or before any agency, court or 
tribunal, state or federal, (a) restraining or enjoining or seeking to restrain or enjoin the issuance, sale, 
execution or delivery of any of the Phase 4C Bonds or the imposition, levy and collection of the Phase 4C 
Special Assessments or the pledge thereof to the payment of the principal of and premium, if any, and 
interest on the Phase 4C Bonds, (b) questioning or affecting the validity of any provision of the Phase 4C 
Bonds, the Bond Resolutions, the Assessment Resolutions, the Phase 4C Special Assessments or the 
Financing Documents, (c) questioning or affecting the validity of any of the proceedings or the authority 
for the authorization, sale, execution or delivery of the Phase 4C Bonds, (d) questioning or affecting the 
organization or existence of the District or the title of any of its officers to their respective offices or any 
powers of the District under the laws of the State of Florida, (e) contesting or affecting the Phase 4C Special 
Assessments, (f) contesting the accuracy or completeness of the Preliminary Limited Offering 
Memorandum or the Limited Offering Memorandum or any amendment or supplement thereto, (g) 
contesting the exclusion of interest on the Phase 4C Bonds from federal income taxation, or (h) contesting 
the exemption from taxation of either Series of the Phase 4C Bonds and the interest thereon under Florida 
law or the legality for investment therein. 


IN WITNESS WHEREOF, we have hereunder set our hands this [__] day of September, 2023. 

(SEAL) 

 

Andre M. Vidrine, Chair, 

Board of Supervisors 

Tohoqua Community Development District 

 

George S. Flint, Secretary, 

Board of Supervisors 

Tohoqua Community Development District 


EXHIBIT D 

FORM OF DISTRICT COUNSEL OPINION 

 

 

ATTORNEYS AT LAW 

________________________________ 

 

MICHAEL J. BEAUDINE 

JAN ALBANESE CARPENTER 

DANIEL H. COULTOFF 

JENNIFER S. EDEN 

EVA M. GRAHAM 

DOROTHY F. GREEN 

BRUCE D. KNAPP 

PETER G. LATHAM 

JAY E. LAZAROVICH 

 

 

201 SOUTH ORANGE AVENUE, SUITE 1400 

ORLANDO, FLORIDA 32801 

POST OFFICE BOX 3353 

ORLANDO, FLORIDA 32802 

TELEPHONE: (407) 481-5800 

FACSIMILE: (407) 481-5801 

www.lathamluna.com 

 

MARC L. LEVINE 

JUSTIN M. LUNA 

LORI T. MILVAIN 

BENJAMIN R. TAYLOR 

CHRISTINA Y. TAYLOR 

KRISTEN E. TRUCCO 

DANIEL A. VELASQUEZ 

CAMERON H.P. WHITE 

 

DIRECT DIAL: (407) 481-5800 

EMAIL: JCARPENTER@LATHAMLUNA.COM 



 

September [__], 2023 

 

Tohoqua Community Development District 

City of St. Cloud, Florida 

 

U.S. Bank Trust Company, National Association, as Trustee 

Orlando, Florida 

 

MBS Capital Markets, LLC 
Winter Park, Florida 

Re: $[__________] Tohoqua Community Development District 

Special Assessment Revenue Bonds, Series 2023 (Phase 4C Project) 

 

Ladies and Gentlemen: 

 

 We have acted as counsel for the Tohoqua Community Development District, a community 
development district (the “District”) established pursuant to Chapter 190, Florida Statutes, by Ordinance 
bearing documentary number 2017-57 of the Osceola County Board of County Commissioners, dated 
August 14, 2017, and other applicable provisions of law in connection with the issuance by the District of 
its $[__________] Tohoqua Community Development District Special Assessment Revenue Bonds, Series 
2023 (Phase 4C Project) (“Phase 4C Bonds”). 

 

 The Phase 4C Bonds are being issued to (i) finance a portion of the construction, acquisition, 
equipping and/or improvement of the Phase 4C Project; (ii) pay capitalized interest on such Phase 4C Bonds 
through November 1, 2024; (iii) fund the Phase 4C Reserve Account established for such Phase 4C Bonds 
in an amount equal to the Phase 4C Reserve Account Requirement; and (iv) pay certain costs associated 
with the issuance of such Phase 4C Bonds. 


 The Phase 4C Bonds are to be issued under and pursuant to Chapter 190, Florida Statutes, as 
amended (the “Act”), and secured pursuant to the provisions of a Master Trust Indenture, dated as of 
February 1, 2018, as supplemented by a Sixth Supplemental Trust Indenture, dated as of September 1, 2023 
(collectively, the “Indenture”), each by and between the District and U.S. Bank Trust Company, National 
Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), approved 
by Resolution No. 2018-09 and Resolution No. 2023-[__], duly adopted on January 3, 2018, and September 
6, 2023, respectively (collectively the “Bond Resolution”). The Phase 4C Special Assessments (the “Special 
Assessments”) have been levied by the District on a portion of the lands within the District pursuant to 
Resolution No. 2017-19 and Resolution No. 2017-20, each adopted by the Board on September 25, 2017, 
Resolution No. 2018-07, adopted by the Board on November 1, 2017, and Resolution No. 2023-[__], adopted 
by the Board on September [__], 2023 (collectively, the “Assessment Resolution”). Capitalized terms used 
and not otherwise defined herein shall have the meaning ascribed to them in the Indentures. 

 

 The District adopted the Master Assessment Methodology for Tohoqua Community Development 
District, dated September 25, 2017, as supplemented by the Tohoqua Community Development District 
Series 2023 Supplemental Assessment Methodology For Assessment Area Six (Phase 4C Project), dated 
September [__], 2023 (together, the “Supplemental Report”). The Supplemental Report sets forth the terms 
of the Special Assessments for the Phase 4C Bonds and incorporates a final special assessment roll for the 
Phase 4C Bonds. 

 

 In our capacity as counsel to the District, we have examined such documents as we have deemed 
necessary or appropriate in rendering the opinions set forth below, including, but not limited to (i) the 
Bond Resolution; (ii) the Assessment Resolution (which, together with the Bond Resolutions, hereinafter, 
the “District Resolutions”); (iii) the Indenture; (iv) the Bond Purchase Agreement, dated September [__], 
2023 (the “Purchase Contract”); (v) the Continuing Disclosure Agreement, dated as of September [__], 2023 
(the “Continuing Disclosure Agreement”); (vi) the Agreement Between Developer and Tohoqua 
Community Development District Regarding the True Up and Payment for Special Assessment Revenue 
Bonds, Series 2023 (Phase 4C Bonds) dated as of September 1, 2023 (the “True-Up Agreement”); (vii) the 
Agreement By and Between the Tohoqua Community Development District and the Developer, Regarding 
the Amended and Restated Agreement By and Between the Tohoqua Community Development District 
and the Developer, Regarding the Acquisition of Certain Work Product and Infrastructure for Special 
Assessment Revenue Bonds, Series 2023 (Phase 4C Project) dated as of September 1, 2023 (the “Acquisition 
Agreement”); (viii) the Collateral Assignment and Assumption of Development and Contract Rights 
Relating to Tohoqua Community Development District (Phase 4C Bonds) between the District and the 
Developer dated as of September 1, 2023 (the “Collateral Assignment”); and (ix) the Limited Offering 
Memorandum (the “Offering Memorandum”), and such other documents as we have deemed necessary 
or appropriate in rendering the opinions set forth below. The Indenture, the Purchase Contract, the 
Continuing Disclosure Agreement, the True-Up Agreement, the Acquisition Agreement, and the Collateral 
Assignment shall be referred to herein as the “Financing Documents.” 

 

 In rendering the following opinion, we have reviewed certified proceedings, resolutions and 
documents, have relied, with your approval, as to factual matters that affect our opinion, solely on our 
examination of such documents (and we have assumed that all statements made therein are true, complete 
and accurate as of the effective date hereof), and have made no verification of the facts asserted to be true 
and correct therein. 

 

 In rendering our opinion, we have assumed in good faith (i) the genuineness of the signatures of 
all persons executing instruments or documents examined or relied upon by us (except for those of the 


District); (ii) the authenticity of all documents submitted to us as originals; and (iii) the conformity with the 
original documents of all documents submitted to us as certified or as photostatic or xerographic copies. 
In addition, we have relied in good faith upon certificates of public officials as to matters contained therein 
and upon the certificates of the District as to matters of fact. Any opinion expressed herein as being made 
“to the best of our knowledge” is based upon our having made due inquiry of the District or our having 
actual knowledge as a result of our representation of the District in other matters, but not upon our having 
made an independent investigation. We specifically exclude any opinion as to the applicability or effect of 
any federal or state laws, rules or regulations relating to taxation (including, but not limited to, the taxation 
of income). 

 

 Based on the foregoing, and on current laws, facts, circumstances, and upon such other information 
and documents furnished to us and such inquiries as we deem necessary or appropriate, and subject to the 
qualifications and assumptions set forth in this letter, we are of the opinion that, 

 

 1. The District has been established and validly exists as a community development district 
and an independent local unit of special purpose government under applicable Florida law. The Financing 
Documents and the Phase 4C Bonds have been duly authorized, executed and delivered, and assuming 
due execution by the other party(s) thereto, if applicable, the Financing Documents and the District 
Resolutions constitute legal, valid and binding obligations of the District, enforceable and in accordance 
with their respective terms, (except as enforcement may be limited by bankruptcy, insolvency, 
reorganization, moratorium, fraudulent conveyance and transfer, and similar law affecting the rights of 
creditors’ generally, and provided that no opinion need be expressed, nor is, as to the availability of 
equitable remedies). This does not mean that any particular remedy is available or enforceable upon a 
material default or that every provision of the referenced documents will be upheld or enforced in any or 
each circumstance by a court; nevertheless, subject to the bankruptcy and the equitable remedies 
limitations, such unenforceability will not render the District Documents invalid as a whole, or 
substantially interfere with the practical realization of the principal benefits purported to be provided by 
the District Documents. 

 

 2. Based solely upon the District Certificate, the District Manager Certificate and our service 
as Registered Agent for the District, there is no action, suit or proceeding at law or in equity by or before 
any court or public board or body pending or, to our 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) seeking to restrain or enjoin the issuance, sale, execution or delivery of the Phase 
4C Bonds, (c) contesting or affecting, specifically as to the District, the validity or enforceability of the Act 
or any action of the District related to the authorization for the issuance of the Phase 4C Bonds, the District 
Resolutions, the Financing Documents or application of the proceeds of the Phase 4C Bonds for the 
purposes set forth in the Offering Memorandum; (d) specifically contesting the exclusion from federal gross 
income of interest on the Phase 4C Bonds, or (e) contesting the completeness or accuracy of the Offering 
Memorandum. 

 

 3. The District has duly authorized, executed, and delivered the Offering Memorandum. 

 4. Based upon our participation in the preparation of the Offering Memorandum as District 
Counsel, nothing has come to our attention which would lead us to believe that the statements contained 
in the Offering Memorandum under the captions “INTRODUCTION,” “THE DISTRICT” (other than the 
information contained under the sub caption, “District Manager and Other Consultants”), under the sub 
captions “Agreement for Assignment of Development Rights,” and “True-Up Agreement” under the 


caption “SECURITY FOR AND SOURCE OF PAYMENT OF THE PHASE 4C BONDS,” “THE PHASE 4C 
SPECIAL ASSESSMENTS,” “DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS,” 
“VALIDATION,” “LITIGATION” and “CONTINUING DISCLOSURE” (as such relates to the District), 
insofar as such statements purport to describe the District, contains an untrue statement of a material fact 
or omits to state any material fact necessary to make the statements, in light of the circumstances under 
which they were made, not misleading. 

 5. The District is not, to the best of our knowledge, in any manner material to the issuance of 
the Phase 4C 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. 

 6. The execution and delivery of the Phase 4C Bonds, the Financing Documents, and the 
adoption of the District Resolutions and compliance with the provisions on the District’s part contained 
therein will not conflict with or constitute a breach of or default under any applicable constitutional 
provision or law, or to the best of our knowledge, under any administrative regulation, judgment, decree, 
loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a 
party or to which the District or any of its property or assets is otherwise subject, nor will any such 
execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other 
security interest or encumbrance of any nature whatsoever upon any of the property or assets of the District 
or under the terms of any such law, regulation or instrument, except as expressly provided by the Phase 
4C Bonds and the Indenture. To the best of our knowledge after due inquiry, the District has taken no 
action which, with the lapse of time or the giving of notice, or both would constitute a material default or 
event of default by the District under the Phase 4C Bonds or the Financing Documents. 

 7. To the best of our knowledge and based solely on a certificate of the District Engineer, 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 Offering Memorandum 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, any state “Blue Sky” laws or other 
securities laws. 

 

 8. The District has the right and authority under the Act and other state law to adopt the 
District Resolutions, to issue the Phase 4C Bonds, and to levy the Special Assessments that will secure the 
Phase 4C Bonds, and has duly adopted the District Resolutions. 

 

 9. All proceedings undertaken by the District with respect to the Special Assessments 
securing the Phase 4C Bonds, 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 Special Assessments. The Special 
Assessments constitute legal, valid, binding and enforceable first liens upon the property against which 


such 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. 

 We do not express any opinion herein concerning any laws other than the laws of the State of 
Florida and the federal laws of the United States of America. To the extent that the opinions expressed 
herein relate to or are dependent upon the determination that the interest on the Phase 4C Bonds is 
excluded from gross income of the owners of the Phase 4C Bonds for federal income tax purposes, we 
understand that you are relying upon the opinions of Akerman, LLP delivered on the date hereof, and no 
opinion is expressed herein as to such matters. 

 

 Although various documents are dated effective as of September 1, 2023, no opinion is rendered 
herein that such documents were in existence on the effective date if such effective date is prior to the date 
hereof. 

 

 This opinion is rendered solely in connection with the transaction to which this opinion relates, as 
contemplated by the Indenture. This opinion may be relied upon by you only in connection with this 
transaction and may not be relied upon by any other person or entity (regardless of whether such other 
person or entity is related or affiliated with you), nor used for any other purpose or published in whole or 
part, in each instance, without, in each instance, our prior written consent. 

 

 

Sincerely, 

 

 

 

 

 

LATHAM, LUNA, 

EDEN & BEAUDINE, LLP 

 

 

 

 

JAC/KET 

 

Cc: Chair, Board of Supervisors 

 District Manager 

 


EXHIBIT E 

 

CERTIFICATE OF GOVERNMENTAL MANAGEMENT SERVICES - CENTRAL FLORIDA, LLC 

 

I, George S. Flint, Vice-President of Governmental Management Services - Central Florida, LLC, do 
hereby certify to the Tohoqua Community Development District (the “District”) and MBS Capital Markets, 
LLC (the “Underwriter”) in connection with the issuance, sale and delivery by the District on this date of 
$[__________] aggregate principal amount of Special Assessment Revenue Bonds, Series 2023 (Phase 4C 
Project) (the “Phase 4C Bonds”) as follows (terms used and not otherwise defined herein shall have the 
meaning ascribed to such term in the Limited Offering Memorandum dated September [__], 2023 (the 
“Limited Offering Memorandum”) of the District relating to the Phase 4C Bonds): 

Governmental Management Services - Central Florida, LLC has acted as District Manager and 
Assessment Consultant to the District in connection with the issuance of the Phase 4C Bonds and has been 
retained by the District to prepare the Master Assessment Methodology for Tohoqua Community 
Development District, dated September 25, 2017, as supplemented by the Tohoqua Community 
Development District Series 2023 Supplemental Assessment Methodology for Assessment Area Six (Phase 
4C Project), dated September [__], 2023, each prepared by Governmental Management Services - Central 
Florida, LLC (collectively, the “Reports”) comprising a part of the Assessment Proceedings of the District; 

1. the Phase 4C Special Assessments, as initially levied, and as may be reallocated from time 
to time as permitted by resolutions adopted by the District with respect to the Phase 4C Special 
Assessments, are sufficient to enable the District to pay the debt service on the Phase 4C Bonds through the 
final maturity thereof; 

2. the Phase 4C Project provides a special benefit to the properties assessed and the Phase 4C 
Special Assessments are fairly and reasonably allocated to the properties assessed; 

3. Governmental Management Services - Central Florida, LLC consents to the use of the 
Reports included as Appendix B to the Limited Offering Memorandum; 

4. Governmental Management Services - Central Florida, LLC consents to the references to 
the firm in the Limited Offering Memorandum; 

5. the Reports were prepared in accordance with all applicable provisions of Florida law; 

6. as District Manager, nothing has come to our attention that would lead us to believe that 
the Limited Offering Memorandum, as it relates to the District, the Phase 4C Project, or any information 
provided by us, and the Reports, as of their date 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; 

7. the information contained in the Limited Offering Memorandum under the heading 
“ASSESSMENT METHODOLOGY,” is true and correct in all material respects, and, such information does 
not contain any untrue statement of a material fact or omit to state any fact necessary in order to make the 
statements therein, in light of the circumstances under which they were made not misleading; 


8. except as disclosed in the Limited Offering Memorandum, the firm knows of no material 
change in the matters described in the Reports and is of the opinion that the considerations and 
assumptions used in compiling the Reports are reasonable; 

9. the information contained in the Reports did not, and does not, contain any untrue 
statement of a material fact and did not, and does not, omit to state a material fact necessary to be stated 
therein in order to make the statements made therein, in the light of the circumstances under which they 
were made, not misleading; and 

10. as District Manager, 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 Phase 4C Bonds, or in any way contesting or affecting the validity of the Phase 4C 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 Phase 4C Bonds, or the existence or powers of 
the District. 

IN WITNESS WHEREOF, the undersigned has set his hand this [__] day of September, 2023. 

GOVERNMENTAL MANAGEMENT SERVICES - 
CENTRAL FLORIDA, LLC 

 

George S. Flint, Vice-President 

 


EXHIBIT F 

 

FORM OF CERTIFICATE OF DEVELOPER 

 

PULTE HOME COMPANY, LLC, a Michigan limited liability company (the “Developer”), DOES 
HEREBY CERTIFY, that: 

1. This Certificate of the Developer is furnished pursuant to Section 8(c) of the Bond Purchase 
Agreement dated September [__], 2023 (the “Purchase Contract”) between Tohoqua Community 
Development District (the “District”) and MBS Capital Markets LLC (the “Underwriter”) relating to the 
sale by the District of its $[__________] original aggregate principal amount of Tohoqua Community 
Development District Special Assessment Revenue Bonds, Series 2023 (Phase 4C Bonds) (the “Bonds”). 
Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase 
Contract. 

2. The Developer is a limited liability company organized and existing under the laws of the 
State of Michigan and authorized to do business in the State of Florida. 

3. Representatives of the Developer have provided information to the District to be used in 
connection with the offering by the District of its Bonds, pursuant to a Preliminary Limited Offering 
Memorandum dated September [__], 2023, 2023 (the “Preliminary Limited Offering Memorandum”), and 
a final Limited Offering Memorandum dated September [__], 2023 (the “Limited Offering Memorandum” 
and, together with the Preliminary Limited Offering Memorandum, the “Limited Offering Memoranda”). 

4. The Developer has reviewed and approved the information contained in the Limited 
Offering Memoranda under the captions “TOHOQUA,” “ASSESSMENT AREA SIX,” “THE 
DEVELOPER,” “LITIGATION – The Developer,” and “CONTINUING DISCLOSURE” (as it relates to the 
Developer) and with respect to the Developer and Assessment Area Six (as defined in the Limited Offering 
Memoranda) under the caption “BONDOWNERS’ RISKS” and warrants and represents that such 
information did not as of its respective date, 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. 

5. The Developer represents and warrants that it has complied with and will continue to 
comply with Chapters 190.009, Florida Statutes and 190.048, Florida Statutes, as amended. 

6. 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 and/or in all other information provided by the Developer to the Underwriter or the District. 

7. The Developer hereby consents to the levy of the Phase 4C Special Assessments on the 
lands in the District owned by the Developer. The levy of the Phase 4C Special Assessments on the 
Developer’s lands 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. 


8. 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. 

9. The Developer acknowledges that the Bonds have the debt service requirements set forth 
in the Limited Offering Memoranda and that the Phase 4C Special Assessments will be levied by the District 
at times, and in amounts sufficient, to enable the District to pay debt service on the Bonds when due. 

10. To the best of our knowledge, the Developer is not in default under any resolution, 
ordinance, agreement or indenture, mortgage, lease, deed of trust, note or other instrument to which the 
Developer is subject or by which the Developer or its properties are or may be bound, which would have 
a material adverse effect on the consummation of the transactions contemplated by the Financing 
Documents to which the Developer is a party or on the development of Assessment Area Six and is not 
delinquent in the payment of all ad valorem, federal and state taxes associated with Assessment Area Six. 

11. 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 the Financing Documents to which the Developer is a party and the 
Declaration of Consent, (b) contesting or affecting the validity or enforceability of the Financing Documents 
to which the Developer is a party, the Declaration of Consent, or any and all such other agreements or 
documents as may be required to be executed, or the transactions contemplated thereunder, or (c) 
contesting or affecting the establishment or existence of the Developer, or of the Developer’s business, 
assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the 
Developer. 

12. 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 
of Assessment Area Six as described in the Limited Offering Memoranda. Except as otherwise described 
in the Limited Offering Memoranda, (a) to the best of our knowledge, Assessment Area Six is zoned and 
properly designated for its intended use; and (b) the Developer is not aware of any default of any zoning 
condition, permit or development agreement which would adversely affect the Developer’s ability to 
complete or cause the completion of development of Assessment Area Six as described in the Limited 
Offering Memoranda. 

13. The Developer acknowledges that it will have no rights under Chapter 170, Florida 
Statutes, as amended, to prepay, without interest, the Phase 4C Special Assessments imposed on lands in 
the District owned by the Developer within thirty (30) days following completion of the Phase 4C Project 
and acceptance thereof by the District. 

14. Except for certain quarterly filings and material event filings required to be made 
thereunder, within the last five (5) years the Developer has complied in all material respect with disclosure 
obligations pursuant to SEC Rule 15c2-12. The Developer hereby represents, warrants and certifies that it 
has procedures in place with respect to complying with its disclosure obligations and the Developer further 


represents that it anticipates satisfying all future disclosure obligations required pursuant to the 
Continuing Disclosure Agreement and SEC Rule 15c2-12. 

15. The Developer is not insolvent and the Developer is not in default of any obligations to 
pay special assessments, except as disclosed in the Limited Offering Memoranda. 

16. The current general development plans for Assessment Area Six are as set forth in the 
Limited Offering Memoranda under the captions “ASSESSMENT AREA SIX — Land Use/Phasing Plan” 
and “ASSESSMENT AREA SIX – Development Status” and the status of sales activity and projected 
absorption is as set forth in the Limited Offering Memorandum under the captions “ASSESSMENT AREA 
SIX — Model Homes/Sales Activity” and “ASSESSMENT AREA SIX — Projected Absorption.” The 
Developer is proceeding with all reasonable speed to develop Assessment Area Six and to construct and 
sell residential units to members of the general public unrelated to the Developer. As of the date hereof, 
the Developer does not reasonably expect that it will be required to make any payments under the True- 
Up Agreement. 

Dated: September [__], 2023. 

PULTE HOME COMPANY, LLC, a Michigan limited 
liability company 

 

D. Bryce Langen, Vice President and Treasurer 

 

 


EXHIBIT G 

 

FORM OF OPINION OF COUNSEL TO DEVELOPER 

 

 

September [__], 2023 

 

Tohoqua Community Development District 

City of St. Cloud, Florida 

 

MBS Capital Markets, LLC 

Winter Park, Florida 

 

Re: $[__________] Tohoqua Community Development District (City of St. Cloud, Florida) 
Special Assessment Revenue Bonds, Series 2023 (Phase 4C Project) (the “Phase 4C 
Bonds”) 

 

Ladies and Gentlemen: 

 

 We have acted as counsel to Pulte Home Company, LLC (the “Developer”), in connection with the 
issuance by Tohoqua Community Development District (the “District”) of the above-captioned obligations 
(the “Bonds”). Capitalized terms used in this letter but not defined herein are used as defined in the Bond 
Purchase Agreement, as that term is defined below. 

 

In rendering the opinions set forth herein, we have examined the Limited Offering Memorandum 
dated September [__], 2023 relating to the Bonds (the “Limited Offering Memorandum”); the Bond 
Purchase Agreement dated September [__], 2023 (the “Bond Purchase Agreement”) between the MBS 
Capital Markets, LLC and the Issuer; the Continuing Disclosure Agreement; the Collateral Assignment; the 
True-Up Agreement; the Acquisition Agreement; and the Declaration of Consent to Jurisdiction of the 
Tohoqua Community Development District, Imposition of Special Assessments, and Imposition of Lien of 
Record by the Developer dated September [__], 2023 (such preceding agreements, collectively, the 
“Developer Agreements”). We have also examined and relied on originals or copies of such instruments, 
certificates and documents as we have deemed necessary or appropriate as a basis for the opinions set forth 
herein. We have not undertaken independent examination, investigation or inspection of the matters 
described or contained in such instruments and documents and have relied solely on the facts and 
circumstances described and set forth therein. 

 

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

 

1. Pulte Home Company, LLC (the “Developer”) is a Michigan limited liability company 
registered to transact business and in good standing as a foreign limited liability company authorized to 
do business in the State of Florida. 
2. The Developer has the power and authority to conduct its business and to undertake the 
Development as described in the Limited Offering Memorandum. 
3. The execution, delivery and performance by the Developer of the Developer Agreements 
are within the powers of the Developer and have been duly authorized by all required company action. 
The Developer Agreements are the legal, valid and binding obligations of the Developer, 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). To the best of our knowledge, each of the Developer 
Agreements is in full force and effect as of the date hereof and no event has occurred which, with the 
passage of time or giving of notice or both, would constitute an event of default thereunder. 
4. Based on a review of the existing title reports with respect to the lands in the District owned 
by the Developer (the “Developer Lands”), as such reports have been updated through _________ __, 2023, 
for Phase 4C of the Developer Lands. Without independent inquiry, title to the Developer Lands is held in 
fee simple by the Developer and is subject only to the liens, encumbrances, easements and agreements set 
forth in such title reports, none of which will impede in any material respect the development of the 
Development as described in the Limited Offering Memorandum or the development of the master and 
subdivision specific infrastructure needed for the Development. The opinion in this paragraph is given as 
of the dates of such updated title reports, and we disclaim any obligation to advise you of any change 
which thereafter may have been brought to our attention. There are no mortgages on the lands in the 
District other than those disclosed in the Limited Offering Memorandum. 
5. To the best of our knowledge, after reasonable inquiry with the Developer, the levy of the 
Phase 4C Special Assessments on the Developer Lands to secure the Bonds to be issued by the District to 
finance the Phase 4C Project will not conflict with or constitute a breach of or default under any agreement, 
indenture or other instrument to which the Developer is a party or to which its property or assets is subject. 
6. We have no knowledge of pending or threatened litigation which would prevent or 
prohibit the Developer from fulfilling its obligations under the Developer Agreements or to development 
of the Development in accordance with the description thereof in the Limited Offering Memorandum or 
the development of the Phase 4C Project described in the Limited Offering Memorandum and the Fifth 
Supplemental Engineer’s Report for Phase 4C (Phase 4C Project) dated September 6, 2023, annexed thereto 
as part of Appendix A. 
7. 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. 
8. The Developer is not in default under any mortgage, trust indenture, lease or other 
instrument related to Assessment Area Six to which it or any of its assets is subject, which default would 
have a material adverse effect on the Bonds or Assessment Area Six. 
9. The information contained in the Limited Offering Memorandum under the captions 
“TOHOQUA,” “ASSESSMENT AREA SIX,” “THE DEVELOPER,” “LITIGATION – The Developer” and 
“CONTINUING DISCLOSURE” related to the Developer and Assessment Area Six does not contain an 
untrue statement of a material fact or omit to state any material fact necessary to make the statements made 
therein, in light of the circumstances under which they were made, not misleading as of the date of the 
Limited Offering Memorandum and as of the date hereof. 
10. Based on our review of the applicable regulations, we are of the opinion that the 
Development is zoned and properly designated in the Osceola County Comprehensive Plan for its intended 



use. Except as disclosed in the Limited Offering Memorandum, to our actual knowledge, without direct 
inquiry to applicable permitted agencies, there is no default by the Developer of any zoning condition, 
permit or development agreement which would adversely affect the Developer's ability to complete 
development of the Phase 4C Project or Assessment Area Six as described in the Limited Offering 
Memorandum and all Appendices. 
11. Based upon our review of the published Osceola County tax records, all 2022 and prior 
years taxes relating to the Developer Lands have been paid and there are no real estate taxes currently due 
which are unpaid. 


We are licensed to practice law in the State of Florida and for purposes of this opinion do not hold 
ourselves out as experts on the law of any other jurisdiction other than the State of Florida. This opinion is 
rendered to you and is solely for your benefit to be used only in connection with the matters stated herein. 
This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose. Delivery 
of this opinion does not create an attorney-client relationship between this firm and the recipients of this 
opinion. 

 

Very truly yours, 

 

 

 

Mark A. Watts 

Mark.Watts@CobbCole.com 

Fax (386) 944-7966 

 


EXHIBIT H 

 

CERTIFICATE OF ISSUER'S CONSULTING ENGINEER 

 

 

September [__], 2023 

Board of Supervisors 

Tohoqua Community Development District 

City of St. Cloud, Florida 

 

U.S. Bank Trust Company, National Association, 
as Trustee 

Orlando, Florida 

MBS Capital Markets, LLC 

Winter Park, Florida 

 

 



Re: Tohoqua Community Development District (City of St. Cloud, Florida) 
Special Assessment Revenue Bonds, Series 2023 (Phase 4C Project) (the 
“Phase 4C Bonds”) 

 

Ladies and Gentlemen: 

 

The undersigned serves as the Consulting Engineer to the Tohoqua Community Development 
District (the “District”). This Certificate is furnished pursuant to Section 8(c) of the Bond Purchase 
Agreement dated September [__], 2023, between the District and MBS Capital Markets, LLC (the “Bond 
Purchase Agreement”) relating to the sale of the above-captioned Phase 4C Bonds. Terms used herein in 
capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in said Bond 
Purchase Agreement or in the Limited Offering Memorandum dated September [__], 2023, relating to the 
Phase 4C Bonds (the “Limited Offering Memorandum”). 

1. Poulos & Bennett, LLC (the “Firm”) has been retained by the District to serve as the 
Consulting Engineer and to prepare the Tohoqua Community Development District Engineer’s Report 
dated September 25, 2017 (the “Master Engineer’s Report”) describing the Capital Improvement Program 
(“CIP”) for the District and, as supplemented with detailed information concerning the Phase 4C Project, 
the Sixth Supplemental Engineer’s Report for Phase 4C (Phase 4C Project) dated September 6, 2023 (the 
“Supplemental Engineer’s Report” and, together with the Master Engineer’s Report, the “Engineer’s 
Reports”), which Engineer’s Reports are included as an appendix to the Limited Offering Memorandum. 
Consent is hereby given to the references to the Firm and the Engineer’s Reports in the Limited Offering 
Memorandum and to the inclusion of the Engineer’s Reports as an appendix to the Limited Offering 
Memorandum. 

2. The Engineer’s Reports set forth the estimated cost of the CIP and the Phase 4C Project and 
were prepared in accordance with generally accepted engineering practices. 

3. In connection with the preparation of the Engineer’s Reports, personnel of the Firm 
participated in meetings with representatives of the District and its counsel, Bond Counsel, the Underwriter 
and its counsel and others in regard to the CIP and the Phase 4C Project. The CIP and the Phase 4C Project 
consist solely of infrastructure and other improvements set forth in the Act. Nothing has come to the 
attention of the Firm in relation to our engagement as described in this paragraph which would cause us 
to believe that the Engineer’s Reports were, as of their respective dates, or is as of the date hereof, or any of 


the statements in the Limited Offering Memorandum specifically attributed to the Firm were, as of the date 
of the Limited Offering Memorandum, or are as of the date hereof, inaccurate in any material respect. 

4. The information contained in the Limited Offering Memorandum under the heading “THE 
CAPITAL IMPROVEMENT PROGRAM AND THE PHASE 4C PROJECT” and in Appendix ”A” to the 
Limited Offering Memorandum are accurate statements and fairly present the information purported to be 
shown, and nothing has come to the attention of the Firm that would lead it to believe that such section 
and appendix contain an untrue statement of a material fact or omit to state a material fact required to be 
stated therein or necessary to make such statements, in light of the circumstances in which they were made, 
not misleading. 

5. Except as defined in the Engineer’s Reports, all permits, consents or licenses, and all notices 
to or filings with governmental agencies necessary for the construction and acquisition of the CIP and the 
Phase 4C Project as described in the Limited Offering Memorandum required to be obtained or made have 
been obtained or it is reasonable to believe that they will be obtained or made when required. There is no 
reason to believe that any permits, consents, licenses or governmental approvals required to complete any 
portion of the CIP and the Phase 4C Project as described in the Limited Offering Memorandum will not be 
obtained as required. There is no reason to believe that the necessary water and sewer capacity will not be 
available when needed to permit the development of Assessment Area Six as described in the Limited 
Offering Memorandum. 

6. To the best of our information, knowledge and belief, the proceeds of the Phase 4C Bonds 
deposited in the Phase 4C Project Account of the Acquisition and Construction Fund created under the 
Indenture together with the investment earnings thereon, if any, shall be sufficient to complete the portion 
of the Phase 4C Project to be financed with proceeds of the Phase 4C Bonds. The remaining portion of the 
Phase 4C Project that is not to be financed by the proceeds of the Phase 4C Bonds is anticipated to be funded 
by Developer contributions. 

POULOS & BENNETT, LLC 

 

 

 

 

Eric Warren, P.E. 

 

 


EXHIBIT I 

 

FORM OF ISSUE PRICE CERTIFICATE 

 

 

$[__________] 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

(City of St. Cloud, Florida) 

 

Special Assessment Revenue Bonds, Series 2023 

(Phase 4C Project) 



The undersigned, on behalf of MBS CAPITAL MARKETS, LLC (“MBS”), hereby certifies as set 
forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”). 

1. Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first 
price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed 
in Schedule A. 

2. Defined Terms. 

(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto 
as the “General Rule Maturities.” 

(b) Issuer means Tohoqua Community Development District. 

(c) Maturity means Bonds with the same credit and payment terms. Bonds with different 
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as 
separate maturities. 

(d) Public means any person (including an individual, trust, estate, partnership, association, 
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term 
“related party” for purposes of this certificate generally means any two or more persons who have greater 
than 50 percent common ownership, directly or indirectly. 

(e) Sale Date means the first day on which there is a binding contract in writing for the sale of 
a Maturity of the Bonds. The Sale Date of the Bonds is September [__], 2023. 

(f) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer 
(or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the 
Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with 
a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public 
(including a member of a selling group or a party to a retail distribution agreement participating in the 
initial sale of the Bonds to the Public). 

(g) The funding of the Phase 4C Reserve Account established under the Indenture in an 
amount equal to the Phase 4C Reserve Account Requirement is necessary in order to market and sell the 
Bonds. 


(h) The representations set forth in this certificate are limited to factual matters only. Nothing 
in this certificate represents MBS' interpretation of any laws, including specifically Sections 103 and 148 of 
the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The 
undersigned understands that the foregoing information will be relied upon by the Issuer with respect to 
certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal 
income tax rules affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that 
the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation 
of Internal Revenue Service Form 8038-G, and other federal income tax advice it may give to the Issuer 
from time to time relating to the Bonds. 

MBS CAPITAL MARKETS, LLC 

 

Brett Sealy, Managing Partner 

Dated: September [__], 2023 

 


SCHEDULE A 

SALE PRICES OF THE GENERAL RULE MATURITIES 

(Attached) 

 

 


SCHEDULE B 

PRICING WIRE OR EQUIVALENT COMMUNICATION 

(Attached) 

 

 

 


FORM 8038-G STATISTICS 

(Attached) 

 


PRELIMINARY LIMITED OFFERING MEMORANDUM DATED SEPTEMBER __, 2023 

NEW ISSUE - BOOK-ENTRY ONLY NOT RATED 

In the opinion of Bond Counsel, assuming compliance with existing statutes, regulations, published 
rulings and court decisions, and assuming continuing compliance by the District with the tax covenants set 
forth in the Indenture, and the accuracy of certain representations included in the closing transcript for the 
Phase 4C Bonds, interest on the Phase 4C Bonds is, under Section 103 of the Code, excludable from gross 
income for federal income tax purposes and is not a specific preference item for purposes of the federal 
alternative minimum tax; however, such interest is taken into account in determining the adjusted financial 
statement income of applicable corporations for the purpose of computing the alternative minimum tax 
imposed on such corporations for tax years beginning after December 31, 2022. See “TAX MATTERS” 
herein for a description of certain other federal tax consequences of ownership of the Phase 4C Bonds. Bond 
Counsel is further of the opinion that, pursuant to the Act, the Phase 4C Bonds and the interest thereon are 
exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by 
Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as 
defined in Chapter 220. 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

(City of St. Cloud, Florida) 

 

$2,020,000* 

Special Assessment Revenue Bonds, Series 2023 

(Phase 4C Project) 



Dated: Date of delivery Due: May 1, as shown below 

The $2,020,000* Tohoqua Community Development District Special Assessment Revenue Bonds, 
Series 2023 (Phase 4C Project) (the “Phase 4C Bonds”) are being issued by the Tohoqua Community 
Development District (the “District”) pursuant to a Master Trust Indenture dated as of February 1, 2018 
(the “Master Indenture”) between the District and U.S. Bank Trust Company, National Association, as 
successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a 
Sixth Supplemental Trust Indenture dated as of September 1, 2023, between the District and the Trustee 
(the “Sixth Supplement” and, together with the Master Indenture, the “Indenture”). The Phase 4C Bonds 
are being issued initially in the form of a separate single certificated fully registered bond for each maturity 
thereof, in denominations of $5,000 or any integral multiple thereof; provided, however, that delivery of 
the Phase 4C Bonds to the initial purchasers thereof shall be in minimum principal amounts of $100,000 
and integral multiples of $5,000 in excess of $100,000. The District was created pursuant to the Uniform 
Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, the Florida 
Constitution, and other applicable provisions of law (collectively, the “Act”) and Ordinance No. 2017-57, 
enacted by the Board of County Commissioners of Osceola County, Florida (the “County”), on August 14, 
2017. 

The Phase 4C Bonds are payable from and secured by the Phase 4C Pledged Revenues, as provided 
for in the Indenture. The Phase 4C Pledged Revenues consist of the revenues derived by the District from 
the Phase 4C Special Assessments (hereinafter defined) levied against certain residential lands in the 
District that are subject to assessment as a result of the benefit and financing of the Phase 4C Project 
(hereinafter defined), including, without limitation, amounts received from any foreclosure proceeding for 
the enforcement or collection of such Phase 4C Special Assessments or from the issuance and sale of tax 
certificates with respect to such Phase 4C Special Assessments and all amounts in the Funds and Accounts 
(except for the Phase 4C Rebate Account) established under the Indenture for the Phase 4C Bonds. See 
“SECURITY FOR AND SOURCE OF PAYMENT OF THE PHASE 4C BONDS.” 


The Phase 4C Bonds, when issued, will be registered in the name of Cede & Co., as the owner and 
nominee for The Depository Trust Company (“DTC”), New York, New York. Purchases of beneficial 
interests in the Phase 4C Bonds will be made in book-entry only form. Accordingly, principal of and 
interest on the Phase 4C Bonds will be paid from the sources provided below by the Trustee directly to 
Cede & Co. as the nominee of DTC and the registered owner thereof. Disbursements of such payments to 
the DTC Participants is the responsibility of DTC and disbursements of such payments to the beneficial 
owners is the responsibility of DTC Participants and the Indirect Participants, as more fully described 
herein. Any purchaser as a beneficial owner of a Phase 4C Bond must maintain an account with a broker 
or dealer who is, or acts through, a DTC Participant to receive payment of the principal of and interest on 
such Phase 4C Bond. See “DESCRIPTION OF THE PHASE 4C BONDS - Book-Entry Only System” herein. 
The Phase 4C Bonds will bear interest at the fixed rates set forth herein, calculated on the basis of a 360-day 
year comprised of twelve (12) thirty (30)-day months. Interest on the Phase 4C Bonds is payable semiannually 
on each May 1 and November 1, commencing November 1, 2023. 

Some or all of the Phase 4C Bonds are subject to optional, mandatory and extraordinary mandatory 
redemption at the times, in the amounts and at the redemption prices as more fully described herein. 

The Phase 4C Bonds are being issued to: (i) finance a portion of the construction, acquisition, 
equipping and/or improvement of the Phase 4C Project; (ii) pay capitalized interest on such Phase 4C Bonds 
through November 1, 2024; (iii) fund the Phase 4C Reserve Account established for such Phase 4C Bonds 
in an amount equal to the Phase 4C Reserve Account Requirement; and (iv) pay certain costs associated 
with the issuance of such Phase 4C Bonds. 

THE PHASE 4C BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY 
OUT OF THE PHASE 4C PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND 
NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE 
DISTRICT, THE CITY OF ST. CLOUD, FLORIDA, OSCEOLA COUNTY, FLORIDA, THE STATE OF 
FLORIDA, NOR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR 
THE PAYMENT OF THE PHASE 4C BONDS HOWEVER, THE DISTRICT IS OBLIGATED UNDER THE 
INDENTURE TO LEVY AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, PHASE 4C 
SPECIAL ASSESSMENTS (AS DEFINED HEREIN) TO SECURE AND PAY THE PHASE 4C BONDS. THE 
PHASE 4C BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE CITY OF ST. 
CLOUD, FLORIDA, OSCEOLA COUNTY, FLORIDA, THE STATE OF FLORIDA, NOR ANY OTHER 
POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR 
STATUTORY LIMITATION. 

THE PHASE 4C BONDS INVOLVE A DEGREE OF RISK (SEE “BONDOWNERS’ RISKS” 
HEREIN) AND ARE NOT SUITABLE FOR ALL INVESTORS. PURSUANT TO APPLICABLE FLORIDA 
LAW, THE UNDERWRITER IS LIMITING THIS INITIAL OFFERING OF THE PHASE 4C BONDS TO 
ACCREDITED INVESTORS WITHIN THE MEANING OF THE RULES OF THE FLORIDA 
DEPARTMENT OF FINANCIAL SERVICES. THE LIMITATION ON THE INITIAL OFFERING TO 
ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFER IN ANY 
SECONDARY MARKET FOR THE PHASE 4C BONDS. THE PHASE 4C BONDS ARE NOT RATED OR 
CREDIT ENHANCED AND NO APPLICATION HAS BEEN MADE FOR A RATING OR CREDIT 
ENHANCEMENT WITH RESPECT TO THE PHASE 4C BONDS. NOR IS THERE ANY REASON TO 
BELIEVE THAT THE DISTRICT WOULD HAVE BEEN SUCCESSFUL IN OBTAINING EITHER CREDIT 
ENHANCEMENT FOR THE PHASE 4C BONDS HAD AN APPLICATION BEEN MADE. POTENTIAL 
INVESTORS ARE SOLELY RESPONSIBLE FOR EVALUATION THE MERITS AND RISKS OF AN 
INVESTMENT IN THE PHASE 4C BONDS. SEE “SUITABILITY FOR INVESTMENT” AND 
“BONDOWNERS’ RISKS” HEREIN. 


This cover page contains information for quick reference only. It is not a summary of the Phase 4C 
Bonds. Investors must read the entire Limited Offering Memorandum to obtain information essential to 
the making of an informed investment decision. This Limited Offering Memorandum speaks only as of its 
date and the information contained herein is subject to change. All capitalized terms used on this cover 
shall have the meanings provided in this Limited Offering Memorandum. 

AMOUNTS, INTEREST RATES, MATURITIES, YIELDS, PRICES 
AND INITIAL CUSIP NUMBERS† 

$________ _____% Phase 4C Term Bond Due May 1, 20___ - Yield: _____ - Price: _____ - CUSIP No. ______† 

$________ _____% Phase 4C Term Bond Due May 1, 20___ - Yield: _____ - Price: _____ - CUSIP No. ______† 

$________ _____% Phase 4C Term Bond Due May 1, 20___ - Yield: _____ - Price: _____ - CUSIP No. ______† 

$________ _____% Phase 4C Term Bond Due May 1, 20___ - Yield: _____ - Price: _____ - CUSIP No. ______† 

 

The Phase 4C Bonds are offered for delivery when, as and if issued by the District and accepted by MBS 
Capital Markets, LLC, the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice 
and the receipt of the opinion of Akerman LLP, Jacksonville, Florida, Bond Counsel, as to the validity of the Phase 4C 
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, Latham, Luna, Eden & Beaudine, LLP, Orlando, Florida, 
for the Developer by its counsel, Cobb Cole, P.A., DeLand, Florida, for the Trustee by its counsel, Aponte & Associates 
Law Firm, P.L.L.C., Orlando, Florida and for the Underwriter by its counsel, Bryant Miller Olive P.A., Orlando, 
Florida. It is expected that the Phase 4C Bonds will be available for delivery through the facilities of DTC on or about 
September __, 2023. 

MBS CAPITAL MARKETS, LLC 

Dated: September __, 2023 

 

 

 

* Preliminary, subject to change. 

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

 


RED HERRING LANGUAGE: 

 

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 
Phase 4C Bonds in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to 
registration, qualification or exemption under the securities laws of such jurisdiction. The District has 
deemed this Preliminary Limited Offering Memorandum “final”, except for certain permitted omissions, 
within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission. 

 


TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

BOARD OF SUPERVISORS 

Andre M. Vidrine, Chair 

Marcus P. Hooker, Vice Chair 

Patrick Bonin, Assistant Secretary 

Jon Droor, Assistant Secretary 

Chris Wrenn, Assistant Secretary 

DISTRICT MANAGER 

Governmental Management Services - Central Florida, LLC 

Orlando, Florida 

ASSESSMENT CONSULTANT 

Governmental Management Services - Central Florida, LLC 

Orlando, Florida 

DISTRICT COUNSEL 

Latham, Luna, Eden & Beaudine, LLP 

Orlando, Florida 

CONSULTING ENGINEER 

Poulos & Bennett, LLC 

Orlando, Florida 

BOND COUNSEL 

Akerman LLP 

Jacksonville, Florida 

COUNSEL TO THE UNDERWRITER 

Bryant Miller Olive P.A. 

Orlando, Florida 

 


REGARDING USE OF THIS LIMITED OFFERING MEMORANDUM 

No dealer, broker, salesman or other person has been authorized by the District, the State of Florida 
or the Underwriter 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 any of the foregoing. This Limited Offering Memorandum 
does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 
Phase 4C 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 District, the District 
Manager, the Master Landowner, the Master Developer, the Developer, the Consulting Engineer, the 
Assessment Consultant and other sources that are believed by the Underwriter to be reliable. 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 District, the Master Developer, the Master Landowner, the Developer, the 
Consulting Engineer and the Assessment Consultant will, at closing, deliver certificates certifying that 
certain of the information each supplied does not contain any untrue statement of a material fact or omit 
to state a material fact required to be stated herein or necessary to make the statements herein, in light of 
the circumstances under which they were made, not misleading. The information and expressions of 
opinion herein 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 with respect to the matters described herein since the date hereof. 

THE UNDERWRITER IS LIMITING THIS OFFERING TO ACCREDITED INVESTORS WITHIN 
THE MEANING OF THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES. 
HOWEVER, THE LIMITATION ON THE INITIAL OFFERING TO ACCREDITED INVESTORS DOES 
NOT DENOTE RESTRICTIONS ON TRANSFER IN ANY SECONDARY MARKET FOR THE PHASE 4C 
BONDS. 

THE PHASE 4C 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 PHASE 4C 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 BY SUCH JURISDICTIONS. NEITHER THE 
DISTRICT, THE CITY OF ST. CLOUD, FLORIDA, OSCEOLA COUNTY, FLORIDA, THE STATE OF 
FLORIDA NOR ANY OTHER POLITICAL SUBDIVISION OR AGENCY THEREOF HAS GUARANTEED 
OR PASSED UPON THE MERITS OF THE PHASE 4C BONDS OR UPON THE PROBABILITY OF ANY 
EARNINGS THEREON. OTHER THAN THE DISTRICT, NEITHER THE CITY OF ST. CLOUD, FLORIDA, 
OSCEOLA COUNTY, FLORIDA, THE STATE OF FLORIDA, NOR ANY OTHER POLITICAL 
SUBDIVISION THEREOF HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS LIMITED 
OFFERING MEMORANDUM. 


THIS LIMITED OFFERING MEMORANDUM, IS NOT, AND SHALL NOT BE DEEMED TO 
CONSTITUTE, AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, REAL ESTATE, 
WHICH MAY ONLY BE MADE PURSUANT TO OFFERING DOCUMENTS SATISFYING APPLICABLE 
FEDERAL AND STATE LAWS RELATING TO THE OFFER AND SALE OF REAL ESTATE. 

THIS LIMITED OFFERING MEMORANDUM IS BEING PROVIDED TO PROSPECTIVE 
PURCHASERS EITHER IN BOUND PRINTED FORM (“ORIGINAL BOUND FORMAT”) OR 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 IN ITS ORIGINAL BOUND FORMAT OR AS PRINTED IN ITS ENTIRETY DIRECTLY 
FROM SUCH WEBSITE. 

REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE FOR INFORMATIONAL 
PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER’S 
CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR 
LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS 
LIMITED OFFERING MEMORANDUM FOR ANY PURPOSE INCLUDING FOR PURPOSES OF RULE 
15C2-12 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. 

“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 ASSESSMENTS, 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 PRELIMINARY LIMITED OFFERING MEMORANDUM IS IN A FORM DEEMED FINAL 
BY THE DISTRICT FOR PURPOSES OF RULE 15C2-12 ISSUED 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 
SUITABILITY FOR INVESTMENT ....................................................................................................................... 3 
THE DISTRICT .......................................................................................................................................................... 3 
General ..................................................................................................................................................................... 3 
Legal Powers and Authority ................................................................................................................................. 3 
Board of Supervisors .............................................................................................................................................. 4 
District Manager and Other Consultants ............................................................................................................ 5 
PRIOR DISTRICT INDEBTEDNESS .................................................................................................................... 5 
THE CAPITAL IMPROVEMENT PROGRAM AND THE PHASE 4C PROJECT ........................................ 6 
ASSESSMENT METHODOLOGY ......................................................................................................................... 7 
Structure and Prepayment of Phase 4C Special Assessments .......................................................................... 8 
TOHOQUA.................................................................................................................................................................. 9 
Overview .................................................................................................................................................................. 9 
Entitlements/Permitting ....................................................................................................................................... 10 
Land Use/Phasing Plan ........................................................................................................................................ 11 
ASSESSMENT AREA SIX ...................................................................................................................................... 11 
General ................................................................................................................................................................... 11 
Land Acquisition/Development Financing ....................................................................................................... 11 
Entitlements/Permitting ....................................................................................................................................... 12 
Environmental ....................................................................................................................................................... 13 
Utilities ................................................................................................................................................................... 13 
Land Use/Phasing Plan ........................................................................................................................................ 13 
Development Status.............................................................................................................................................. 13 
Product Offerings.................................................................................................................................................. 14 
Model Home/Sales Activity ................................................................................................................................ 14 
Projected Absorption ............................................................................................................................................ 14 
Recreational Amenities ........................................................................................................................................ 15 
Marketing ............................................................................................................................................................... 15 
Schools .................................................................................................................................................................... 15 
Fees and Assessments .......................................................................................................................................... 16 
Competition ........................................................................................................................................................... 17 
THE DEVELOPER.................................................................................................................................................... 17 
DESCRIPTION OF THE PHASE 4C BONDS .................................................................................................... 17 
General Description .............................................................................................................................................. 17 
Redemption Provisions ........................................................................................................................................ 18 
Notice and Effect of Redemption ....................................................................................................................... 21 
Book-Entry Only System ..................................................................................................................................... 21 
SECURITY FOR AND SOURCE OF PAYMENT OF THE PHASE 4C BONDS .......................................... 24 
General ................................................................................................................................................................... 24 
Funds and Accounts ............................................................................................................................................. 25 
Phase 4C Project Account and Phase 4C Capitalized Interest Account........................................................ 25 
Phase 4C Reserve Account and Phase 4C Reserve Account Requirement................................................... 26 
Flow of Funds ........................................................................................................................................................ 27 
Investments ............................................................................................................................................................ 29 
Agreement for Assignment of Development Rights ....................................................................................... 30 
True-Up Agreement ............................................................................................................................................. 30 
Enforcement of True-Up Agreement ................................................................................................................. 31 
Enforcement and Collection of Phase 4C Special Assessments ..................................................................... 31 
Limitation on Additional Bonds ......................................................................................................................... 33 
Events of Default With Respect to the Phase 4C Bonds .................................................................................. 33 
Provisions Relating to Bankruptcy or Insolvency of Landowner .................................................................. 34 
Re-Assessment....................................................................................................................................................... 36 
THE PHASE 4C SPECIAL ASSESSMENTS ....................................................................................................... 36 
General ................................................................................................................................................................... 36 
Collection and Enforcement of Assessments .................................................................................................... 37 
Collection Through Lien Foreclosure ................................................................................................................ 41 
ESTIMATED SOURCES AND USES OF THE PHASE 4C BOND PROCEEDS ......................................... 42 
DEBT SERVICE REQUIREMENTS...................................................................................................................... 43 
BONDOWNERS’ RISKS ........................................................................................................................................ 44 
Limited Pledge ...................................................................................................................................................... 44 
Bankruptcy and Related Risks ............................................................................................................................ 44 
Delay and Discretion Regarding Remedies ...................................................................................................... 45 
Limitation on Funds Available to Exercise Remedies ..................................................................................... 45 
Determination of Land Value upon Default ..................................................................................................... 45 
Landowner Challenge of Assessed Valuation .................................................................................................. 45 
Failure to Comply with Assessment Proceedings ........................................................................................... 46 
Other Taxes ............................................................................................................................................................ 46 
Inadequacy of Reserve ......................................................................................................................................... 46 
Economic Conditions ........................................................................................................................................... 47 
Concentration of Land Ownership in Developer............................................................................................. 47 
Undeveloped Land ............................................................................................................................................... 48 
Change in Development Plans ............................................................................................................................ 48 
Bulk Sale of Land in Assessment Area Six ........................................................................................................ 48 
Completion of Phase 4C Project.......................................................................................................................... 48 
Regulatory and Environmental Risks ................................................................................................................ 49 
District May Not be Able to Obtain Permits ..................................................................................................... 49 
Cybersecurity......................................................................................................................................................... 50 
Infectious Viruses and/or Diseases..................................................................................................................... 50 
Damage to Lands and Infrastructure in the District from Natural Disasters .............................................. 50 
Limited Secondary Market .................................................................................................................................. 50 
Interest Rate Risk; No Rate Adjustment for Taxability ................................................................................... 51 
IRS Audit and Examination Risk ........................................................................................................................ 51 
Florida Village Center CDD TAM ...................................................................................................................... 52 
Legislative Proposals and State Tax Reform ..................................................................................................... 52 
Loss of Exemption from Securities Registration .............................................................................................. 53 
Performance of District Professionals ................................................................................................................ 53 
Mortgage Default and FDIC ................................................................................................................................ 53 
TAX MATTERS ........................................................................................................................................................ 54 
General ................................................................................................................................................................... 54 
Collateral Tax Consequences .............................................................................................................................. 54 
Other Tax Matters ................................................................................................................................................. 55 
Original Issue Discount........................................................................................................................................ 55 
Original Issue Premium ....................................................................................................................................... 56 
Information Reporting and Backup Withholding ............................................................................................ 56 
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS...................................................... 57 
NO RATING OR CREDIT ENHANCEMENT ................................................................................................... 57 
VALIDATION .......................................................................................................................................................... 57 
LITIGATION ............................................................................................................................................................ 57 
The District............................................................................................................................................................. 57 
The Developer ....................................................................................................................................................... 57 
CONTINUING DISCLOSURE.............................................................................................................................. 58 
UNDERWRITING ................................................................................................................................................... 59 
LEGAL MATTERS ................................................................................................................................................... 59 
AGREEMENT BY THE STATE ............................................................................................................................. 59 
FINANCIAL STATEMENTS ................................................................................................................................. 60 
EXPERTS AND CONSULTANTS ........................................................................................................................ 60 
CONTINGENT AND OTHER FEES .................................................................................................................... 60 
MISCELLANEOUS .................................................................................................................................................. 60 


APPENDICES: 

APPENDIX A – ENGINEER’S REPORTS 

APPENDIX B – ASSESSMENT REPORTS 

APPENDIX C – COPY OF MASTER INDENTURE AND FORM OF SIXTH SUPPLEMENT 

APPENDIX D – FORM OF OPINION OF BOND COUNSEL 

APPENDIX E – FORM OF CONTINUING DISCLOSURE AGREEMENT 

APPENDIX F – AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE FISCAL YEAR 
ENDING SEPTEMBER 30, 2022 

 

 


LIMITED OFFERING MEMORANDUM 

 

relating to 

 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

(City of St. Cloud, Florida) 

 

$2,020,000* 

Special Assessment Revenue Bonds, Series 2023 

(Phase 4C Project) 

 



* Preliminary, subject to change. 

INTRODUCTION 

The purpose of this Limited Offering Memorandum, including the cover page and appendices 
hereto, is to set forth certain information concerning the Tohoqua Community Development District (the 
“District”), in connection with the offering and issuance of its Tohoqua Community Development District 
Special Assessment Revenue Bonds, Series 2023 (Phase 4C Project) (the “Phase 4C Bonds”). The District 
was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida 
Statutes, as amended, the Florida Constitution, and other applicable provisions of law (collectively, the 
“Act”), and Ordinance No. 2017-57, enacted by the Board of County Commissioners of Osceola County, 
Florida (the “County”) on August 14, 2017 (the “Ordinance”). The Phase 4C Bonds are being issued 
pursuant to the Act and a Master Trust Indenture dated as of February 1, 2018 (the “Master Indenture”) 
from the District to U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank 
National Association, as trustee (the “Trustee”), as supplemented by a Sixth Supplemental Trust Indenture 
dated as of September 1, 2023, between the District and the Trustee (the “Sixth Supplement” and, together 
with the Master Indenture, the “Indenture”) and resolutions of the District authorizing the issuance of the 
Phase 4C Bonds. All capitalized terms used in this Limited Offering Memorandum that are defined in the 
Indenture and not defined herein shall have the respective meanings set forth in the copy of the Master 
Indenture or form of the Sixth Supplement, both of which appear as composite APPENDIX C attached 
hereto. The information contained in this Introduction is part of this Limited Offering Memorandum and 
is subject in all respects to the more complete information contained in or incorporated into this Limited 
Offering Memorandum. This Introduction should not be considered a complete statement of the facts 
material to making an investment decision. This Limited Offering Memorandum speaks only as of its date 
and the information contained herein is subject to change. 

THE PHASE 4C BONDS ARE NOT RATED OR CREDIT ENHANCED, AND ARE NOT A 
SUITABLE INVESTMENT FOR ALL INVESTORS (SEE “SUITABILITY FOR INVESTMENT” AND 
“BONDOWNERS’ RISKS” HEREIN). 

The District was established for the purposes, among other things, of financing and managing the 
planning, acquisition, construction, maintenance and operation of the infrastructure necessary for 
community development in the development known as Tohoqua (“Tohoqua”). The Act authorizes the 
District to issue bonds for the purpose, among others, of financing, funding, planning, establishing, 
acquiring, constructing or reconstructing, enlarging or extending, equipping, operating and maintaining 


water management, water supply, sewer and wastewater management, bridges or culverts, district roads, 
street lights and other basic infrastructure projects within or without the boundaries of the District, as 
provided in the Act. 

Consistent with the requirements of the Indenture and the Act, the Phase 4C Bonds are being issued 
for the primary purpose of paying a portion of the costs of the Capital Improvement Program (“CIP”) 
adopted by the District and described in APPENDIX A – ENGINEER’S REPORTS. The CIP includes 
roadway facilities, stormwater facilities, potable water distribution facilities, sanitary sewer facilities, 
reclaimed water distribution system, amenity facilities, parks and recreation facilities, offsite improvements 
and fees associated with professional services. Proceeds of the Phase 4C Bonds will be utilized to acquire 
and construct a portion of the public infrastructure components necessary for the development of Phase 
4C (“Phase 4C” or “Assessment Area Six”) of Tohoqua (the “Phase 4C Project”) which represents a portion 
of the CIP, pay certain costs associated with the issuance of the Phase 4C Bonds, make a deposit into the 
Phase 4C Reserve Account for the benefit of all of the Phase 4C Bonds in an amount equal to the Phase 4C 
Reserve Account Requirement and pay a portion of the interest to come due on the Phase 4C Bonds. 

The Phase 4C Bonds are payable from and secured by the revenues derived by the District from 
the Phase 4C Special Assessments (as defined in the Indenture) and amounts in the applicable Funds and 
Accounts (except for the Phase 4C Rebate Account) established by the Indenture. Phase 4C Special 
Assessments will be levied and collected on all of Assessment Area Six since such lands are specifically 
benefited by the Phase 4C Project. See “APPENDIX B – ASSESSMENT REPORTS” attached hereto. 

The Phase 4C Special Assessments represent an allocation of the costs of the Phase 4C Project, 
including bond financing costs, to Assessment Area Six in accordance with the Master Assessment 
Methodology for Tohoqua Community Development District dated September 25, 2017, as supplemented 
by the Tohoqua Community Development District Series 2023 Supplemental Assessment Methodology for 
Assessment Area Six (Phase 4C Project) dated _________ __, 2023, each prepared by Governmental 
Management Services - Central Florida, LLC (collectively, the “Assessment Reports”) and attached hereto 
as composite APPENDIX B. 

Other than Bonds issued to refund the then Outstanding Phase 4C Bonds, the issuance of which 
results in net present value savings, the District has agreed in the Indenture that it shall not, while any 
Phase 4C Bonds are Outstanding, issue or incur any debt payable in whole or in part from the Phase 4C 
Pledged Revenues. The District further covenants and agrees that so long as the Phase 4C Bonds are 
Outstanding, it will not impose Special Assessments for capital projects on any lands subject to the Phase 
4C Special Assessments, without the written consent of the Majority Owners, unless the Phase 4C Special 
Assessments have been Substantially Absorbed, in which case, the District may impose such Special 
Assessments without the consent of the Majority Owners. Notwithstanding the prior sentence, the 
foregoing shall not preclude the imposition of capital Special Assessments on property subject to the Phase 
4C Special Assessments which are necessary, as determined by the District, for health, safety or welfare 
reasons or to remediate a natural disaster or Operation and Maintenance Assessments. “Substantially 
Absorbed” means the date at least 90% of the principal portion of the Phase 4C Special Assessments have 
been assigned to residential units within the District that have received certificates of occupancy. 

There follows in this Limited Offering Memorandum a brief description of the District, the CIP (of 
which the Phase 4C Project is a part), the Master Landowner, the Master Developer, Tohoqua, the 
Developer and Assessment Area Six, together with summaries of the terms of the Indenture, the Phase 4C 
Bonds 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 or statutes and all references to the Phase 4C Bonds are 
qualified by reference to the form thereof and the information with respect thereto contained in the 
Indenture. A copy of the Master Indenture and a form of the Sixth Supplement are attached hereto as 
composite APPENDIX C. The information herein under the captions “TOHOQUA,” “ASSESSMENT 
AREA SIX” and “THE DEVELOPER” has been furnished by the Developer and has been included herein 
without independent investigation by the District or District Counsel, Bond Counsel, or the Underwriter 
or its counsel, and the District and the Underwriter make no representation or warranty concerning the 
accuracy or completeness of such information. The Developer makes no representation or warranty as to 
the accuracy or completeness of information contained herein which has been furnished by any party to 
the transactions contemplated hereby other than the Developer. 

SUITABILITY FOR INVESTMENT 

While the Phase 4C Bonds are not subject to registration under the Securities Act of 1933, as 
amended (the “Securities Act”), the Underwriter has determined that the Phase 4C Bonds are not suitable 
for investment by persons other than, and, as required by Chapter 189, Florida Statutes, will offer the Phase 
4C Bonds only to, “accredited investors,” within the meaning of Chapter 517, Florida Statutes, and the rules 
promulgated thereunder (“Accredited Investors”). However, the limitation of the initial offering to 
Accredited Investors does not denote restrictions on transfers in any secondary market for the Phase 4C 
Bonds. Prospective investors in the Phase 4C 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 Phase 
4C Bonds and should have the ability to bear the economic risks of such prospective investment, including 
a complete loss of such investment. 

Investment in the Phase 4C Bonds poses certain economic risks. No dealer, broker, salesman 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. 

THE DISTRICT 

General 

The District was established pursuant to the Ordinance. The District is an independent local unit 
of special-purpose government created in accordance with Act. The District encompasses approximately 
784 acres (the “District Lands”) located in the City of St. Cloud, Florida (the “City”). 

Legal Powers and Authority 

The Act provides a uniform method for the establishment of community development districts to 
manage and finance basic community development services, including capital infrastructure required for 
community developments throughout the State of Florida. The Act provides legal authority for community 
development districts (such as the District) to finance the acquisition, construction, operation and 
maintenance of the major infrastructure for community development. 

As a community development district, the District only has those powers specifically delegated to 
it by the Act and the Ordinance, or necessarily implied from powers specifically delegated to it. The Act 
provides that community development districts have the power to issue general obligation, revenue and 


special assessment revenue debt obligations in any combination to pay all or part of the cost of 
infrastructure improvements authorized under the Act. The Act further provides that community 
development districts have the power under certain conditions to levy and assess ad valorem assessments 
or non-ad valorem assessments, including the Phase 4C Special Assessments, on all taxable real and 
tangible personal property within their boundaries to pay the principal of and interest on debt obligations 
issued and to provide for any sinking or other funds established in connection with any such debt 
obligation issues. Pursuant to the Act, such assessments may be assessed, levied, collected and enforced in 
the same manner and time as county property taxes. 

Among other provisions, the Act gives the District’s Board of Supervisors the authority to (a) 
finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and 
maintain systems and facilities for: (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 wastewater management 
reclamation and re-use 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 applicable 
specifications of the county in which such District roads are located; and (iv) with the consent of the local 
general-purpose government within the jurisdiction of which the power is to be exercised, parks and 
facilities for indoor and outdoor recreational uses and security; (b) borrow money and issue bonds of the 
District; (c) levy and collect special assessments; (d) impose and foreclose special assessment liens as 
provided in the Act; and (e) exercise all other powers, necessary, convenient, incidental or proper in 
connection with any of the powers or duties of the District authorized by the Act. 

The Act does not empower the District to adopt and enforce land use plans or zoning ordinances, 
and the Act does not empower the District to grant building permits. 

Section 190.044 of the Act provides that all property owned by the District shall be exempt from 
levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any owner 
of bonds of the District to pursue any remedy for enforcement of any lien or pledge of the District in 
connection with such bonds, including the Phase 4C Bonds. 

Board of Supervisors 

The governing body of the District is its Board of Supervisors (the “Board”), which is composed of 
five (5) Supervisors (the “Supervisors”). Ownership of the land within the District initially entitles the 
landowner to elect Supervisors to the Board based on a one (1) vote per acre basis (with fractions thereof 
rounded upward to the nearest whole number). Upon six (6) years after the initial appointment of 
Supervisors and the year in which there are at least 250 qualified electors in the District, or such earlier time 
as the Board may decide to exercise its ad valorem taxing power, the Supervisors are elected (as their terms 
expire) by vote of the qualified electors of the District at an election held at the general election in 
November. A qualified elector is a registered voter, a resident of the District and the State of Florida and a 
citizen of the United States. Currently, all Supervisors have been elected by the landowner(s). Marcus 
Hooker and Andre Vidrine are affiliated with the Master Developer (as hereinafter defined). Patrick Bonin 
is affiliated with Lennar Homes, Jon Droor is affiliated with Mattamy Homes and Chris Wrenn is associated 
with the Developer. At the election where Supervisors are first elected by qualified electors, two (2) 
Supervisors must be qualified electors and be elected by qualified electors to four-year terms. The 
remaining Supervisor whose term is expiring will be elected by landowners for a four-year term. 


Thereafter, as terms expire, all Supervisors must be qualified electors and be elected by qualified electors 
to serve staggered terms. The Act provides that it shall not be an impermissible conflict of interest under 
Chapter 112 of the Florida Statutes for a Supervisor to be a stockholder, officer or employee of an owner of 
the land within the District. 

The current members of the Board and their respective term commencement and expiration dates 
are set forth below. 

Name 

Title 

Term Expires 

Andre M. Vidrine 

Chair 

November 2025 

Marcus P. Hooker 

Vice Chair 

November 2025 

Patrick Bonin 

Assistant Secretary 

November 2023 

Jon Droor 

Assistant Secretary 

November 2023 

Chris Wrenn 

Assistant Secretary 

November 2023 



 

The Act empowers the Board to adopt administrative rules and regulations with respect to any 
projects of the District, and to enforce penalties for the violation of such rules and regulations. The Act 
permits the Board to levy taxes under certain conditions, and to levy special assessments, and to charge, 
collect and enforce fees and user charges for use of District facilities. 

District Manager and Other Consultants 

The Act authorizes the Board to hire a District Manager as the chief administrative official of the 
District. The Act provides that the District Manager shall have charge and supervision of the works of the 
District and shall be responsible for (i) preserving and maintaining any improvement or facility constructed 
or erected pursuant to the provisions of the Act, (ii) maintaining and operating the equipment owned by 
the District, and (iii) performing such other duties as may be prescribed by the Board. 

The District has hired Governmental Management Services - Central Florida, LLC (the “District 
Manager”) to serve as District Manager. The District Manager’s office is located at 219 East Livingston 
Street, Orlando, Florida 32801 and its telephone number is (407) 841-5524. 

The District Manager’s typical responsibilities can briefly be summarized as overseeing directly 
and coordinating the planning, financing, purchasing, staffing, reporting and governmental liaison for the 
District. The District Manager’s responsibilities include requisitioning moneys to pay construction 
contracts and the related accounting and reporting that is required by the Indenture. 

The Act further authorizes the Board to hire such employees and agents as it deems necessary. 
Thus, the District has employed the services of Akerman LLP, Jacksonville, Florida, as Bond Counsel; 
Latham, Luna, Eden & Beaudine, LLP, Orlando, Florida, as District Counsel; and Governmental 
Management Services - Central Florida, LLC, Orlando, Florida, as Assessment Consultant to prepare the 
Assessment Reports for the Phase 4C Bonds. 

PRIOR DISTRICT INDEBTEDNESS 

As illustrated in the table under the heading “TOHOQUA – Land Use/Phasing Plan,” lands within 
the District are intended to be developed in phases. The District intends to issue multiple Series of Bonds 


in conjunction with the development of the lands within the District which are planned for a total of 2,310 
residential units at build-out. 

The District previously issued its $2,165,000 Special Assessment Revenue Bonds, Series 2018 (the 
“Phase 1 Bonds”), of which $1,980,000 is outstanding. The Phase 1 Bonds are secured by assessments which 
are levied on seventy-one (71) acres constituting Phase 1 which has been developed into 329 units 
(“Assessment Area One”). On March 5, 2021, the District issued its $2,580,000 Special Assessment Revenue 
Bonds, Series 2021 (Phase 2 Project) (the “Phase 2 Bonds”), of which $2,470,000 is outstanding. The Phase 
2 Bonds were issued to support the development of Phase 2 which is situated on forty-four (44) acres and 
has been developed into 227 lots (“Assessment Area Two”). On March 19, 2021, the District issued its 
$2,660,000 Special Assessment Revenue Bonds, Series 2021 (Phase 4A/5A Project) (the “Phase 4A/5A 
Bonds”) which are currently outstanding in the principal amount of $2,550,000. The Phase 4A/5A Bonds 
are secured by assessments which are levied on sixty-four (64) acres constituting Phases 4A and 5A which 
has been developed into 249 lots (“Assessment Area Three”). On November 4, 2022, the District issued its 
$2,120,000 Special Assessment Revenue Bonds, Series 2022 (Phase 3/6 Project) (the “Phase 3/6 Bonds”), of 
which $2,120,000 is outstanding. The Phase 3/6 Bonds were issued to support the development of Phases 
3 and 6 which are situated on forty-five (45) acres and are being developed into 216 lots (“Assessment Area 
Five”). Further, on March 15, 2023, the District issued its $2,230,000 Special Assessment Revenue Bonds, 
Series 2023 (Phase 4B/5B Project) (the “Phase 4B/5B Bonds”), which are currently outstanding in the 
principal amount of $2,230,000. Net proceeds of the Phase 4B/5B Bonds were applied for the development 
of Phase 4B/5B of the District, which includes approximately forty (40) acres and has been developed into 
259 lots (“Assessment Area Four”). 

As described herein, the District will issue its Phase 4C Bonds to support the development of 
Assessment Area Six which encompasses approximately fifty-two (52) acres constituting Phase 4C and is 
currently planned for 249 units. The Phase 4C Bonds are secured by the Phase 4C Special Assessments 
which are levied on lands constituting Assessment Area Six. The assessments securing the Phase 1 Bonds, 
the Phase 2 Bonds, the Phase 4A/5A Bonds, the Phase 3/6 Bonds, the Phase 4B/5B Bonds and the Phase 4C 
Bonds are levied on separate and distinct assessment areas within the District and do not overlap. 

THE CAPITAL IMPROVEMENT PROGRAM AND THE PHASE 4C PROJECT 

Poulos & Bennett, Inc., serving as the Consulting Engineer, has prepared the Tohoqua Community 
Development District Engineer’s Report dated September 25, 2017 (the “Master Engineer’s Report”) 
describing the Capital Improvement Program (“CIP”) for the District and, as supplemented with detailed 
information concerning the Phase 4C Project, by the Sixth Supplemental Engineer’s Report for Phase 4C 
(Phase 4C Project) dated August 22, 2023 (the “Supplemental Engineer’s Report” and, together with the 
Master Engineer’s Report, the “Engineer’s Reports”), each attached hereto as part of composite APPENDIX 
A. The information in this section relating to the CIP and the Phase 4C Project is qualified in its entirety by 
reference to such Engineer’s Reports, which should be read in their entirety. 

The CIP for the District is estimated to cost approximately $71.87 million and includes public 
roadways, stormwater ponds, potable water distribution, sanitary sewer system, reclaimed water 
distribution, off-site utility and roadway improvements, an amenity site, parks, landscaping, hardscape, 
professional fees and contingency. The capital improvements described in the CIP have and will continue 
to be constructed in multiple phases over time to ultimately provide infrastructure supporting the 
development of the entire District. It is the intent of the District to issue multiple Series of Bonds to fund 


portions of the CIP necessary for the development of each phase. Such Series of Bonds have been and will 
continue to be secured by separate and distinct areas pertaining to each delineated phase. 

The District previously issued its Phase 1 Bonds to acquire and/or construct a portion of capital 
improvements in Phase 1 in an approximate amount of $1.8 million. The initial infrastructure project 
totaling $15.1 million and associated with Assessment Area One is complete. The second phase 
infrastructure project included portions of capital improvements in Phase 2 in an approximate amount of 
$2.88 million. Phase 2 is complete and specifically includes the development of 227 lots in Assessment Area 
Two. The District also issued its Phase 4A/5A Bonds to acquire and/or construct a portion of the capital 
improvements in Phase 4A/5A which constitute the initial sub-phases of the District’s fourth and fifth phase 
development parcels and cost approximately $6.69 million. Phase 4A/5A is complete and specifically 
includes the development of 249 lots in Assessment Area Three. The District issued its Phase 4B/5B Bonds 
to acquire and/or construct a portion of the capital improvements in Phase 4B/5B which constitute the 
second sub-phases of the District’s fourth and fifth phase development parcels and cost approximately $3.2 
million. Phase 4B/5B is complete and specifically includes the development of 259 lots in Assessment Area 
Four. Further, net proceeds of the Phase 3/6 Bonds were used to acquire and/or construct a portion of the 
capital improvements in Phase 3/6 which constitute the District’s third and sixth phase development 
parcels and cost approximately $4.5 million. Phase 3 is nearing completion and Phase 6 is complete. Such 
phases together include the development of 216 lots in Assessment Area Five. 

The District will issue its Phase 4C Bonds to acquire and/or construct a portion of the capital 
improvements in Phase 4C which constitutes the final sub-phase of the District’s fourth phase development 
parcel. Phase 4C of the CIP is estimated to cost approximately $4.29 million (the "Phase 4C Project") and 
includes the public infrastructure costs allocable to Phase 4C which includes approximately fifty-two (52) 
acres planned for 249 units, referred to herein as Assessment Area Six. As discussed in more detail herein, 
such Phase 4C lands are owned by Pulte Home Company, LLC (the “Developer”). It is the intent of the 
Developer to develop the lands within Assessment Area Six and construct all of the planned 249 homes as 
part of the larger Tohoqua master-planned community. 

Proceeds of the Phase 4C Bonds in the estimated approximate amount of $1.6 million will be used 
to fund the acquisition and/or construction of a portion of the Phase 4C Project. The Developer estimates 
it has expended approximately $8.2 million in development related expenditures allocable to Assessment 
Area Six. The remainder of the Phase 4C Project not funded with proceeds of the Phase 4C Bonds is 
anticipated to be funded with proceeds from the Developer. The Developer will not be entering into a 
completion agreement. See “BONDOWNERS’ RISKS – Completion of Phase 4C Project.” The District 
cannot make any representation that the Developer will have sufficient funds to complete the Phase 4C 
Project. 

The status of construction and permitting for the CIP and the Phase 4C Project is outlined in the Engineer’s 
Reports attached hereto as APPENDIX A. The Consulting Engineer has indicated that all permits necessary 
to construct the Phase 4C Project have either been obtained or are expected to be obtained in the ordinary 
course. 

ASSESSMENT METHODOLOGY 

It is expected that multiple assessment areas will be established over time that coincide with 
geographic areas of the District that are being sold and/or developed. As described above, six (6) 


assessment areas have been established within the District known as Assessment Area One, Assessment 
Area Two, Assessment Area Three, Assessment Area Four, Assessment Area Five and Assessment Area 
Six. 

Assessment Area Six encompasses approximately fifty-two (52) acres and generally consists of 
District Lands located just south of Phase 4B in the southeast quadrant of the District that constitute Phase 
4C (see “TOHOQUA – Land Use/Phasing Plan”). As discussed further herein, Phase 4C represents the 
extension of the existing primary home neighborhood being developed by the Developer. As indicated, 
Assessment Area Six is Phase 4C and is planned to include 249 units. A detailed map of the District 
delineating the boundaries of Assessment Area Six is included in Exhibit 2 to the Supplemental Engineer’s 
Report attached hereto in APPENDIX A. 

The District has adopted the Master Assessment Methodology for Tohoqua Community 
Development District dated September 25, 2017 (the “Master Assessment Report”) for the District and the 
Tohoqua Community Development District Series 2023 Supplemental Assessment Methodology for 
Assessment Area Six (Phase 4C Project) dated September 6, 2023 (the “Supplemental Assessment Report” 
and, together with the Master Assessment Report, the “Assessment Reports”), attached hereto as 
APPENDIX B. The Supplemental Assessment Report provides for a methodology to allocate the total costs 
and benefit derived from the Phase 4C Project and the Phase 4C Special Assessments levied in connection 
with the Phase 4C Bonds. The Phase 4C Special Assessments securing the Phase 4C Bonds will initially be 
levied on an equal per acre basis on the lands within Assessment Area Six. As assessable parcels of land 
within Assessment Area Six are developed and platted, the Phase 4C Special Assessments will then be 
allocated to each of the platted units by product type as set for in the Supplemental Assessment Report. 
Phase 4C Special Assessments are ultimately expected to be allocated on a per unit basis to the 249 planned 
units in Assessment Area Six. As discussed herein, all 249 lots are under active development and are in the 
process of receiving final plat approval from the City which is anticipated to be obtained by the third 
quarter of 2023. 

Product Type 

Units 

Est. Phase 4C Bonds 
Principal Per Unit 

Est. Phase 4C Bonds Gross Annual 
Debt Service Per Unit* 

Townhome 20-Foot 

90 

$6,592 

$495 

Single Family 32-Foot 

25 

$7,142 

$536 

Single Family 40-Foot 

102 

$8,790 

$660 

Single Family 50-Foot 

32 

$10,987 

$825 

 

249 

 

 



______________________________ 

* Includes gross-up of 4% for early payment and 2% for collection fees imposed by the County. 

As mentioned herein, the District anticipates issuing an additional Series of Bonds associated with 
future assessment areas. The Phase 1 Bonds, the Phase 2 Bonds, the Phase 3/6 Bonds, the Phase 4A/5A 
Bonds, the Phase 4B/5B Bonds and any future Series of Bonds have been and will continue to be secured 
by assessments levied on lands that are separate and distinct from the lands comprising Assessment Area 
Six. 

Structure and Prepayment of Phase 4C Special Assessments 

The Phase 4C Special Assessments are payable in substantially equal annual installments of 
principal and interest over an approximately 30-year period. According to the Assessment Proceedings, a 


property owner may prepay the Phase 4C Special Assessments, in whole, at any time or any portion of the 
remaining balance of the Phase 4C Special Assessments one (1) time if there is also paid in addition to the 
remaining principal balance of the Phase 4C Special Assessment an amount equal to the interest that would 
otherwise be due on such balance on the next succeeding Interest Payment Date for the Phase 4C Bonds, 
or, if prepaid during the forty-five (45) day period preceding the Interest Payment Date, to the next 
succeeding Interest Payment Date. 

The Phase 4C Bonds are subject to extraordinary mandatory redemption as indicated under 
“DESCRIPTION OF THE PHASE 4C BONDS - Redemption Provisions,” from such Prepayments at the 
redemption price of par plus accrued interest to the date of such redemption. The prepayment of 
installments of Phase 4C Special Assessments does not entitle the owner of the property to a discount for 
early payment. 

TOHOQUA 

The information appearing below under the caption “TOHOQUA”, “ASSESSMENT AREA SIX” and 
“THE DEVELOPER” has been furnished by the Developer and has not been independently verified by the District 
and its counsel, Bond Counsel, or the Underwriter and its counsel. As discussed herein, the Phase 4C Special 
Assessments are levied on Assessment Area Six only which acreage is owned by the Developer. The obligation to pay 
the Phase 4C Special Assessments is limited solely to the obligation of any landowner within Assessment Area Six. 
The Developer or any other landowner in Assessment Area Six is not a guarantor of payment on any property within 
the District and the recourse for any landowner’s failure to pay is limited to the applicable collection proceedings 
against the land subject to the Phase 4C Special Assessments. 

Overview 

Tohoqua encompasses approximately 784 acres and is located in the City. The main entrance to 
the master-planned residential and commercial community is situated at Neptune Road, approximately 
one-half (1/2) mile south of the Florida Turnpike and U.S. 192 interchange. State Road 417 (Central Florida 
Greenway) and SR 528 (Beach Line) can be accessed via the Florida Turnpike approximately ten (10) and 
fourteen (14) miles north, respectively. Further, the Orlando International Airport is approximately 
eighteen (18) miles north of Tohoqua. 

Tohoqua is also centrally located to recreational opportunities, shopping, restaurants and 
healthcare. Tohoqua is adjacent to Lake Toho which, with a surface area of nearly 23,000 acres, is the largest 
lake in the County. Lake Toho and nearby East Lake Toho 12,000 acres provide boating and other 
watercraft opportunities as well as world-renowned bass fishing. Retail and dining opportunities are 
located along U.S. Highway 192 which is less than one (1) mile from Tohoqua. Big box retailers such as 
Walmart and Home Depot are located less than three (3) miles east of Tohoqua. Further, a Publix grocery 
store is located approximately two (2) miles northeast of Tohoqua. The St. Cloud Regional Medical Center 
is located approximately three (3) miles east and the Veterans Affairs Medical Center at Lake Nona and 
Nemours Children Hospital are located approximately thirteen (13) miles northeast of Tohoqua. 

The lands within Tohoqua are approved for 3,220 residential units (single-family and multifamily), 
480,100 square feet of commercial space, 200 hotel rooms, a K-8 school site, a high school site, and 
recreational facilities. To date, all residential parcels have been sold to developers/builders, including 
Mattamy Homes, Lennar Homes and Pulte Homes (defined herein as the Developer). Mattamy Homes has 


fully built-out a 329 home neighborhood in Phase 1 located just west of the main entrance of Tohoqua. 
Lennar Homes has also fully developed 227 single-family homes, Phase 2, adjacent south and east of the 
Mattamy Homes neighborhood and has completed an additional sixty-one (61) townhomes in Phase 6 
along the main entry road of the community known as Tohoqua Boulevard. In addition, a Lennar Homes 
neighborhood, Phase 3, is under development for an additional 155 single-family homes. The Developer 
is developing a primary home neighborhood, Phases 4A-C and Phase 8, planned for 937 single-family 
homes and an active adult neighborhood marketed as Tohoqua Reserve, Phases 5A-B, planned for 267 
single-family and duplex units. As referenced herein, Assessment Area Six represents the extension of the 
primary home neighborhood being developed by the Developer, constituting Phase 4C and comprising an 
estimated 249 of the planned 937 units in such neighborhood. To date, of the planned 2,310 homesites in 
Tohoqua, 1,529 homesites are nearing completion or have been fully developed throughout the active 
communities. Further, according to the Property Appraiser’s website, as of July 31, 2023, since opening to 
retail buyers in 2019, 878 homes have been closed to retail buyers in Tohoqua at an average sales price of 
$374,817. 

In addition, Tohoqua is planned to feature lifestyle recreational options for its residential 
communities. Construction of the “Residents Club” is complete and offers residents immediate access to a 
clubhouse, fitness center, zero entry pool, shade pavilion, splash or play area, tennis courts, basketball 
court, a lawn and stepped seating area, a lake deck and firepit, and an exercise station. 

Entitlements/Permitting 

The lands within Tohoqua obtained approval for a mixed-use concept plan (Tohoqua Concept 
Plan, CP14-00004) in February 2016. The Tohoqua Concept Plan provides for the development of 3,220 
residential units (single-family and multi-family), 480,100 square feet commercial/office space, 200 hotel 
rooms, a K-8 school site, and a high school site. Satisfaction of various development conditions, including, 
without limitation, the extension of Cross Prairie Parkway, the installation of water, wastewater and reuse 
lines to serve Tohoqua and the conveyance of two (2) school sites to the Osceola County School Board have 
been and continue to be met. 

Further, in addition to the approvals described above, various permits and approvals are required 
to commence construction of the various phases of Tohoqua as required by the Tohoqua Concept Plan and 
other governing documents as described herein. 

 

[Remainder of page intentionally left blank] 


Land Use/Phasing Plan 

As previously stated herein, Tohoqua is approved for the development of 3,220 residential units 
(single-family and multi-family), 480,100 square feet commercial/office space, 200 hotel rooms, a K-8 school 
site, and a high school site. As currently site planned, the single-family component of Tohoqua is planned 
to include 2,310 single-family dwelling units as illustrated in the table below which information was 
provided for by the Master Developer (as hereinafter defined) and is subject to change. 

Phase 

1 

2 

3 

4A 

4B 

4C 

5A 

5B 

6 

7 

8 

Total 

Builder 

Mattamy 
(closed) 

Lennar 
(closed) 

Lennar 
(closed) 

Pulte 
(closed) 

Pulte 
(closed) 

Pulte 
(closed) 

Pulte 
(closed) 

Pulte 
(closed) 

Lennar 
(closed) 

Lennar 
(closed) 

Pulte 
(closed) 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lot Type 

 

 

 

 

 

 

 

 

 

 

 

 

TH 

101 

 

61 

 

 

90 

 

 

61 

95 

68 

476 

SF - 32' (FL) 

 

115 

46 

57 

67 

25 

 

 

 

123 

150 

583 

SF - 33' (FL - AA) 

 

 

 

 

 

 

68 

72 

 

 

 

140 

SF - 50' (FL - AA) 

 

 

 

 

 

 

66 

61 

 

 

 

127 

SF - 40' (RL) 

69 

 

 

 

 

62 

 

 

 

 

12 

143 

SF - 40' (FL) 

 

 

 

37 

38 

40 

 

 

 

 

133 

248 

SF - 45' (FL) 

97 

 

 

 

 

 

 

 

 

 

 

97 

SF - 50' (FL) 

 

112 

48 

21 

21 

32 

 

 

 

116 

84 

434 

SF - 55' (FL) 

61 

 

 

 

 

 

 

 

 

 

 

61 

SF - 70' (FL) 

1 

 

 

 

 

 

 

 

 

 

 

1 

Total 

329 

227 

155 

115 

126 

249 

134 

133 

61 

334 

447 

2,310 



ASSESSMENT AREA SIX 

General 

As previously discussed herein, Pulte Home Company, LLC (the “Developer”) is developing a 
primary home neighborhood in Tohoqua, planned for 937 residential units situated across Phase 4A-C and 
Phase 8. The initial phase of development in such neighborhood occurred in Phase 4A which is in 
Assessment Area Three and has been developed into 115 single-family platted lots. The second phase of 
development occurred in Phase 4B which is in Assessment Area Four and has been developed into 126 
single-family platted lots. Additional development in the neighborhood is underway in Assessment Area 
Six, which constitutes Phase 4C and includes 249 single-family planned lots. Since opening its primary 
neighborhood to retail buyers in 2021, the Developer has entered into contracts with retail buyers for 241 
homes in total as of July 31, 2023, of which 177 homes have closed. As of July 31, 2023, the Developer had 
written sales contracts for eighteen (18) homes in Assessment Area Six. 

As previously described herein under the heading “THE CAPITAL IMPROVEMENT PROGRAM 
AND THE PHASE 4C PROJECT,” the Phase 4C Bonds are being issued to fund a portion of the Phase 4C 
Project supporting Assessment Area Six in the approximate amount of $1.6 million. The Phase 4C Special 
Assessments levied in connection with the Phase 4C Bonds are levied on the lands in Assessment Area Six. 

Land Acquisition/Development Financing 

On December 18, 2018, the Developer and Tohoqua Development Group, LLC (the “Master 
Developer”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”), as amended, which 
governs the terms and conditions between the parties of the conveyance of the lands within Phases 4A-B, 
representing the initial phases of the Developer’s primary home neighborhood, and Phases 5A-B, 


constituting all the phases in the Developer’s active adult neighborhood. In December 2021, pursuant to a 
seventeenth, eighteenth and nineteenth amendment to the Purchase Agreement, the Developer acquired 
the lands within Phase 4C, comprising approximately fifty-two (52) acres within Assessment Area Six, and 
Phase 8 at an aggregate purchase price of $33.0 million which was effectuated in cash. There are no 
mortgages on the lands constituting Assessment Area Six owned by the Developer. 

Pursuant to the Purchase Agreement, the Developer has completed its obligation to construct 
certain segments of Cross Prairie Parkway, certain force main and lift station improvements, and certain 
roadway projects as part of its takedown of Phases 4A-B and Phases 5A-B. In connection with its Phases 
4C and 8 purchase obligations, the Developer is further obligated to construct the portions of the school 
access roadway extending from Phase 4B to the planned roadway located along the southern border of 
Tohoqua, known as Southbury Drive. The school access roadway will provide immediate access to a high 
school site planned in the southeastern portion of Tohoqua. To date, the Developer has completed the 
segments of the school access roadway extending from Phase 4B to the main entryway of the high school 
site and work is also underway on the final leg of the roadway extending to Southbury Drive. In addition 
to the school access roadway to the high school site, the Developer is also required to complete work on an 
access road to a second school site in Tohoqua located just south of Phase 8. The Developer is further 
required to complete the segment of Southbury Drive running along the southern border of Phase 4C to 
the planned high school site within Tohoqua. Further, the Developer has commenced work to complete 
additional portions of the main entry roadway, known as Tohoqua Boulevard, extending from its current 
terminus at Phase 4B of the primary home neighborhood along Phase 4C of the neighborhood. Work on 
such segment of Tohoqua Boulevard is anticipated to be complete by the fourth quarter of 2023. The 
Developer is also obligated to complete an amenity center within Phase 4C which is planned to include a 
pool, fitness and exercise facility, restrooms, a tot lot, and parking. Finally, while not obligated to construct 
the Phase 4C gravity sanitary sewer line, the Developer will be responsible for the cost to complete the 
construction of the utility line. 

To date, the Developer estimates it has expended approximately $8.2 million in development 
related expenditures allocable to Assessment Area Six. The Developer intends to utilize equity to fund the 
remaining development expenditures related to Assessment Area Six. As discussed herein, development 
work in Assessment Area Six is underway and is expected to be complete in the third quarter of 2023. 

Entitlements/Permitting 

Assessment Area Six is located in the larger Tohoqua master-planned community and is therefore 
governed by the governing documents which set forth numerous development obligations, all of which 
have been and continue to be met. Pursuant to the Purchase Agreement, the Developer has been assigned 
entitlements and approvals necessary for the development of Assessment Area Six. 

To date, all permits necessary to construct Assessment Area Six have been obtained. Phase 4C is 
in the process of receiving final plat approval from the City which is anticipated to be obtained by the third 
quarter of 2023. Development work in Phase 4C is underway and is expected to be complete in the third 
quarter of 2023. Upon issuance of the Phase 4C Bonds, the Consulting Engineer will certify that all such 
permits and approvals not previously obtained are expected to be obtained in the ordinary course of 
business. 


Environmental 

In October 2021, the Developer commissioned an environmental site assessment for the lands in 
Phase 4C, constituting Assessment Area Six, and Phase 8. Such update revealed no evidence of on-site or 
off-site environmentally recognized conditions. 

Utilities 

The City provides water and sewer services to Tohoqua, with the Kissimmee Utility Authority 
providing electrical power to Tohoqua. Homeowners will select their own telecommunication providers. 

Land Use/Phasing Plan 

As referenced herein, the Developer is developing a primary home neighborhood, Phase 4A-C and 
Phase 8, planned for 937 single-family homes as part of the larger Tohoqua master-planned community. 
Assessment Area Six represents the extension of the primary home neighborhood being developed by the 
Developer, constituting Phase 4C and comprising an estimated 249 of the planned 937 units in such 
neighborhood. The following table illustrates the current land use plan for Assessment Area Six, which is 
subject to change. 

 

Product Type 

Phase 4C 

Townhome 20-Foot 

90 

Single Family 32-Foot 

25 

Single Family 40-Foot 

102 

Single Family 50-Foot 

32 

Total 

249 

 



Development Status 

As mentioned herein, Phase 4C represents the extension of the existing primary home 
neighborhood being developed by the Developer. To date, the Developer has fully developed 241 singlefamily 
homes in Phases 4A and 4B of the neighborhood. Development activities in Assessment Area Six, 
comprising 249 single-family homes in Phase 4C, commenced in the first quarter of 2023. Development 
work for all 249 units in Assessment Area Six is expected to be complete in the third quarter of 2023. In 
addition, the main entrance situated at Neptune Road, known as Tohoqua Boulevard, has been constructed, 
providing access to the larger Tohoqua community. The Developer has completed work to extend Cross 
Prairie Parkway, which bifurcates its primary home and active adult neighborhoods east and west of the 
spine road, southeast to the main entry ways of such neighborhoods and then south to the eastern 
boundary of Tohoqua located along St. Cloud Canal. Further, the extension of Tohoqua Boulevard along 
the western border of the primary home neighborhood continues to be extended beside Phase 4C thereby 
providing additional access to the Pulte primary neighborhood. Work on such segment of Tohoqua 
Boulevard is anticipated to be complete by the fourth quarter of 2023. 


Product Offerings 

The primary home neighborhood within Assessment Area Six is being marketed by the Developer 
as a family-friendly community and currently includes single-family and bungalow home designs. Each 
home is planned to feature many options including multi-gen suites. The information in the below table 
illustrates the current estimated base pricing and square footage for the homes being offered in Assessment 
Area Six, which information is subject to change. 

Product Type 

Est. Base Square Footages 

Est. Base Prices 

Townhome 20-Foot 

1,579 

$304,990 

Single Family 32-Foot 

1,800 – 2,100 

$384,000 – $405,000 

Single Family 40-Foot 

1,250 – 2,600 

$390,000 – $440,000 

Single Family 50-Foot 

1,400 – 3,000 

$400,000 – $480,000 



 

Model Home/Sales Activity 

The Developer opened home sales to retail buyers in its primary home neighborhood in 2021. As 
part of its marketing efforts in the Tohoqua community, the Developer has constructed four (4) model 
homes for the neighborhood. As of July 31, 2023, approximately 241 home sale contracts had been written 
with retail buyers in the primary home neighborhood, of which 177 homes had closed. Home closing 
activity has largely occurred in Phase 4A and Phase 4B. Home sales in Assessment Area Six commenced 
in the second quarter of 2023. As of July 31, 2023, the Developer had written sales contracts for eighteen 
(18) in Assessment Area Six. 

Projected Absorption 

In its capacity as both developer and homebuilder, the Developer intends to develop finished lots 
for subsequent home construction thereon and eventual sale to retail buyers. The Developer anticipates 
that the homes in Assessment Area Six will be closed with home buyers over an approximately three (3) 
year period as illustrated in the table below, which projection is subject to change. 

Product Type 

2024 

 

 

2025 

 

 

2026 

Total 

Townhome 20-Foot 

34 

34 

22 

90 

Single Family 32-Foot 

25 

-- 

-- 

25 

Single Family 40-Foot 

37 

41 

24 

102 

Single Family 50-Foot 

12 

16 

4 

32 

Total 

108 

91 

50 

249 



 

The aforementioned projections are based upon estimates and assumptions that are inherently 
uncertain, though currently considered reasonable, and are subject to significant business, economic and 
competitive uncertainties and contingencies, all of which are difficult to predict. As a result, there can be 
no assurance that such projections will occur or be realized in the time frames anticipated. See 
“BONDOWNERS’ RISKS” herein. 


Recreational Amenities 

Tohoqua features lifestyle recreational options for its residential communities, including 
immediate access to its “Residents Club,” designed to include a clubhouse, fitness center, zero entry pool, 
shade pavilion, splash or play area, tennis courts, basketball court, a lawn and stepped seating area, a lake 
deck and firepit, and an exercise station. Construction of the amenity complex is complete. The recreational 
facilities are owned and operated by the District. 

In addition to the Residents Club, more than five (5) miles of trails are planned to be constructed 
that will wind throughout the community and connect to trails outside the community, including the Twin 
Oaks Conservation Area trail that leads to the shores of Lake Tohopekaliga. 

In addition to the recreational facilities offered within the Tohoqua community, the Developer has 
constructed recreational facilities in the active adult neighborhood designed to appeal to the 55+ active 
adult residents. Recreational facilities include a clubhouse, a pool, bocce courts, pickleball courts and a 
formal lawn area. Construction of the amenity facilities commenced in the third quarter of 2022 and was 
completed in 2023. 

Further, it is the intent of the Developer to construct additional amenities in the primary home 
neighborhood. Plans include pool, fitness and exercise facility, restrooms, a tot lot and parking. 
Construction of the amenity facilities is anticipated to commence in the second quarter of 2024 with 
completion expected by the second quarter of 2025. 

It is anticipated that additional amenities will be incorporated into the Tohoqua community in 
conjunction with the development of future phases. 

Marketing 

The Master Developer employs a comprehensive marketing, vision and branding program for the 
Tohoqua community. Current components of the marketing program include online, social media, print 
media, television, radio, billboard and other signage and other forms of marketing and promotion. A 
preview of the Tohoqua community and the branding material can also be seen on the website at: 
https://tohoqua.com/. 

Further, the Developer is employing its own marketing efforts to market its homes in Assessment 
Area Six. In addition to using various strategies, outlets and media, the Developer has constructed four (4) 
model homes and an on-site sales center for its primary home neighborhood. A preview of the branding 
material for the Tohoqua community can be seen on the website at: https://www.pulte.com/. 

Schools 

Based upon current school districting, school children residing in the Tohoqua community will 
attend Neptune Elementary School, Neptune Middle School and Osceola High School. The elementary 
and middle schools are located adjacent or near to the Tohoqua community and the high school is 
approximately seven (7) miles from Tohoqua. However, future capacity limitations or redistricting could 
result in a change to which schools children residing in the Tohoqua community would attend. The 
elementary, middle and high school received “C,” “B,” and “C” ratings, respectively, from the Florida 
Department of Education for 2022. 


The Tohoqua community is also planned to include two (2) school sites for a K-8 school and a high 
school. The timing of the construction and opening of such schools by the School District of Osceola 
County, Florida is dependent upon population growth. 

Fees and Assessments 

Each homeowner in the Tohoqua community will pay annual taxes, assessments, and fees on an 
ongoing basis as a result of their ownership of property within the District, including ad valorem property 
taxes, the Assessments levied in connection with the Bonds issued by the District, association fees, and 
administrative, operation and maintenance assessments levied by the District as described in more detail 
below. 

Property Taxes 

The current millage rate for the area of the County where the District is located is 18.0215. 
Assuming an average home price in Assessment Area Six of approximately $350,000 with a $25,000 
homestead exemption ($325,000 taxable value), the annual property tax would be approximately $5,857. 

Homeowner’s Association Fees 

All homeowners will be subject to annual Tohoqua community master homeowner’s association 
(“HOA”) fees for the architectural review, deed restriction enforcement and maintenance of any HOAowned 
facilities. The current annual master HOA fee is $120. In addition, a sub-association has been 
established for the townhomes in the primary neighborhood and is expected to total $130 per month. 

District Special Assessments 

All homeowners residing in Assessment Area Six will be subject to the Phase 4C Special 
Assessments levied in connection with the Phase 4C Bonds. In addition, all homeowners in Assessment 
Area Six will be subject to annual operation and maintenance assessments levied by the District which are 
derived from the District’s annual budget and are subject to change each year. The table below illustrates 
the aforementioned annual assessments that will be levied by the District for each of the respective product 
types. 

Product Type 

Units 

Annual Phase 4C 
Special Assessment 

Per Unit (Gross)1 

FY23 O&M 

Assessment Per Unit 

Townhome 20-Foot 

90 

$495 

$498 

Single Family 32-Foot 

25 

$536 

$584 

Single Family 40-Foot 

102 

$660 

$730 

Single Family 50-Foot 

32 

$825 

$913 

 

249 

 

 



1. Includes gross-up of 4% for early payment and 2% for collection fees imposed by the County. 



Competition 

The Developer expects that primary competition for the homes within Assessment Area Six will 
come from the active communities within the Tohoqua community and the surrounding area, which 
include the Kindred and Crosspraire communities. 

In addition to the active communities described above, there are two (2) additional large-scale 
projects situated south of the Tohoqua community along the eastern shoreline of Lake Toho that are in the 
planning and development stages. 

This section does not purport to summarize all of the existing or planned communities in the area of the 
Tohoqua community, but rather is intended to provide a description of those that the Developer feels pose 
primary competition to the homes to be constructed in Assessment Area Six. 

THE DEVELOPER 

The Developer, Pulte Home Company, LLC, is a Michigan limited liability company and is the 
developer, homebuilder and sole owner of the lands in Assessment Area Six. 

As of December 31, 2016, Pulte Home Company, LLC is the successor by conversion of Pulte Home 
Corporation and is wholly owned by PulteGroup, Inc. ("Pulte"), a Michigan corporation. Pulte stock trades 
on the New York Stock Exchange under the symbol PHM. Pulte is subject to the informational 
requirements of the Securities and Exchange Commission Act of 1934, as amended (the "SEC Act"), and in 
accordance therewith files reports, proxy statements, and other information with the Securities and 
Exchange Commission (the "SEC"). The registration statement and these other SEC filings are available at 
the SEC's website at https://www.sec.gov and at the SEC's Public Reference Room at the SEC's 
Headquarters, located at 100 F Street, NE, Washington, D.C. 20549. All documents subsequently filed by 
Pulte pursuant to the requirements of the Exchange Act after the date of this Limited Offering 
Memorandum will be available for inspection in the same manner as described above. 

PULTE HAS NO LIABILITY FOR, NOR IS PULTE GUARANTEEING, ANY OF THE DEVELOPER’S 
OBLIGATIONS WITH RESPECT TO THE PHASE 4C PROJECT OR ITS COMPLETION OR ANY OF THE 
DEVELOPER’S OTHER OBLIGATIONS INCURRED IN CONNECTION WITH THE ISSUANCE OF THE 
PHASE 4C BONDS OR PAYMENT OF THE PHASE 4C SPECIAL ASSESSMENTS. NEITHER THE 
DEVELOPER, PULTE NOR ANY OF THEIR AFFILIATES ARE GUARANTEEING PAYMENT OF THE 
PHASE 4C BONDS OR THE PHASE 4C SPECIAL ASSESSMENTS. NONE OF SUCH ENTITIES, OTHER 
THAN THE DEVELOPER, HAS ENTERED INTO ANY AGREEMENTS IN CONNECTION WITH THE 
ISSUANCE OF THE PHASE 4C BONDS. 

DESCRIPTION OF THE PHASE 4C BONDS 

General Description 

The Phase 4C Bonds are issuable only as registered bonds without coupons in current interest form 
in denominations of $5,000 or any integral multiple thereof (an “Authorized Denomination”); provided, 
however, that the Phase 4C Bonds shall be delivered to the initial purchasers thereof only in minimum 


aggregate principal amounts of $100,000 and integral multiples of Authorized Denominations in excess of 
$100,000. 

The Phase 4C Bonds will be dated and will bear interest payable on each May 1 and November 1, 
commencing November 1, 2023 (each, an “Interest Payment Date”) and shall be computed on the basis of 
a 360-day year of twelve (12) thirty (30)-day months. The Phase 4C Bonds will mature on the dates, in such 
amounts and at such rates as set forth on the cover page of this Limited Offering Memorandum. 

Interest on each Phase 4C Bond will be payable on each Interest Payment Date as heretofore 
described. Interest shall be paid to the Registered Owner of Phase 4C Bonds at the close of business on the 
regular record date for such interest, which shall be the fifteenth (15th) day of the calendar month next 
preceding such Interest Payment Date; provided, however, that on or after the occurrence and continuance 
of an Event of Default under clauses (a) or (b) of Section 10.02 of the Master Indenture, the payment of 
interest and principal or Redemption Price or Amortization Installments shall be made by the Paying Agent 
to such person, who, on a special record date which is fixed by the Trustee, which shall be not more than 
fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the 
registration books of the Registrar as the Registered Owner of a Phase 4C Bond. Except as otherwise 
applicable to Phase 4C Bonds held pursuant to a book-entry system, any payment of principal, interest or 
Redemption Price shall be made only upon presentation of the Phase 4C Bond at the designated corporate 
trust office of the Paying Agent in Orlando, Florida, or any alternate or successor Paying Agent. Except as 
otherwise applicable to Phase 4C Bonds held in a book-entry system, payment of interest shall be made by 
check or draft (or by wire transfer to the Registered Owner if such Owner requests payment by wire transfer 
in writing on or prior to the regular record date for the respective interest payment to such account as shall 
be specified in such request, but only if the Registered Owner owns not less than $1,000,000 in aggregate 
principal amount of the Phase 4C Bonds or all of the then Outstanding Phase 4C Bonds). Each Phase 4C 
Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the 
date of its authentication, unless the date of its authentication: (i) is an Interest Payment Date to which 
interest on such Phase 4C Bond has been paid, in which event such Phase 4C Bond shall bear interest from 
its date of authentication; or (ii) is prior to the first Interest Payment Date for the Phase 4C Bonds, in which 
event, such Phase 4C Bond shall bear interest from its dated date. 

The Phase 4C Bonds will initially be registered in the name of Cede & Co., as nominee for The 
Depository Trust Company (“DTC”), which will act initially as securities depository for the Phase 4C Bonds 
and, so long as the Phase 4C Bonds are held in book-entry only form, Cede & Co. will be considered the 
registered owner for all purposes hereof. See “--Book-Entry Only System” below for more information 
about DTC and its book-entry only system. 

Redemption Provisions 

Optional Redemption. The Phase 4C Bonds are subject to redemption prior to maturity at the option 
of the District in whole or in part on any date on or after May 1, 20__, at the Redemption Price of the 
principal amount of the Phase 4C Bonds or portions thereof to be redeemed together with accrued interest 
to the redemption date. 

Mandatory Redemption in Part. The Phase 4C Bonds maturing on May 1, 20__, are subject to 
mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 
Phase 4C Principal Account established under the Sixth Supplement in satisfaction of applicable 
Amortization Installments (as defined in the Sixth Supplement) at the Redemption Price of the principal 


amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of 
the years and in the principal amounts set forth below: 

Year 

Amortization Installments 

 

$ 

 

 

 

 

* 

 



____________ 

*Final maturity 

The Phase 4C Bonds maturing on May 1, 20__, are subject to mandatory redemption in part by the 
District by lot prior to their scheduled maturity from moneys in the Phase 4C Principal Account established 
under the Sixth Supplement in satisfaction of applicable Amortization Installments (as defined in the Sixth 
Supplement) at the Redemption Price of the principal amount thereof, without premium, together with 
accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth 
below: 

Year 

Amortization Installments 

 

$ 

 

 

 

 

* 

 



____________ 

*Final maturity 

The Phase 4C Bonds maturing on May 1, 20__, are subject to mandatory redemption in part by the 
District by lot prior to their scheduled maturity from moneys in the Phase 4C Principal Account established 
under the Sixth Supplement in satisfaction of applicable Amortization Installments (as defined in the Sixth 
Supplement) at the Redemption Price of the principal amount thereof, without premium, together with 
accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth 
below: 

Year 

Amortization Installments 

 

$ 

 

 

 

 

* 

 



____________ 

*Final maturity 

 

 

[Remainder of page intentinally left blank] 


The Phase 4C Bonds maturing on May 1, 20__, are subject to mandatory redemption in part by the 
District by lot prior to their scheduled maturity from moneys in the Phase 4C Principal Account established 
under the Sixth Supplement in satisfaction of applicable Amortization Installments (as defined in the Sixth 
Supplement) at the Redemption Price of the principal amount thereof, without premium, together with 
accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth 
below: 

Year 

Amortization Installments 

 

$ 

 

 

 

 

* 

 



____________ 

*Final maturity 

As more particularly set forth in the Indenture, any Phase 4C Bonds that are purchased by the 
District with amounts held to pay an Amortization Installment will be cancelled and the principal amount 
so purchased will be applied as a credit against the applicable Amortization Installment of the Phase 4C 
Bonds. Amortization Installments are subject to recalculation by the District as the result of the redemption 
of Phase 4C Bonds (other than Phase 4C Bonds redeemed in accordance with scheduled Amortization 
Installments) so as to re-amortize the remaining Outstanding principal balance of the Phase 4C Bonds so 
that following such recalculation Debt Service Requirements on the Phase 4C Bonds are in substantially 
equal annual installments (subject to rounding to Authorized Denominations of principal) over the 
remaining term of the Phase 4C Bonds. The annual principal amounts so determined are hereinafter 
referred to as the “Aggregate Amortization Installments.” The Amortization Installments as so 
recalculated shall not result in an increase in the principal or Aggregate Amortization Installments in any 
one (1) year. 

Extraordinary Mandatory Redemption in Whole or in Part. The Phase 4C Bonds are subject to 
extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Quarterly 
Redemption Date, and if in part on a pro rata basis calculated by the District determined by the ratio of the 
Outstanding principal amount of each maturity of the Phase 4C Bonds treating for such purpose each 
Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding Phase 
4C Bonds and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal 
amount thereof, without premium, together with accrued interest to the date of redemption, if and to the 
extent that any one or more of the following shall have occurred: 

(a) on or after the Completion Date of the Phase 4C Project (as such terms are defined in the 
Indenture), by application of moneys transferred from the Phase 4C Project Account in the Acquisition and 
Construction Fund established under the Indenture to the Phase 4C Prepayment Subaccount of the Phase 
4C Redemption Account in accordance with the terms of the Indenture; or 

(b) from Phase 4C Prepayment Principal deposited into the Phase 4C Prepayment Subaccount 
or from amounts transferred from the Phase 4C Reserve Account into the Phase 4C Prepayment Subaccount 
including after the deposit to the Phase 4C Reserve Account of any Reserve Account Credit Instrument (as 
such term is defined in the Indenture); or 

(c) from amounts transferred to the Phase 4C Prepayment Subaccount resulting from a 
reduction in the Phase 4C Reserve Account Requirement as provided for in the Indenture, and, on the date 


on which the amount on deposit in the Phase 4C Reserve Account, together with other moneys available 
therefor, are sufficient to pay and redeem all of the Phase 4C Bonds then Outstanding, including accrued 
interest thereon. 

If less than all of the Phase 4C Bonds shall be called for redemption, the particular Phase 4C Bonds 
or portions of Phase 4C Bonds to be redeemed shall be selected by lot by the Trustee as provided in the 
Indenture. 

Notice and Effect of Redemption 

When required to redeem or purchase Phase 4C Bonds under any provision of the Indenture or 
directed to do so by the District, the Trustee shall cause notice thereof, to be mailed, at least thirty (30) but 
not more than sixty (60) days prior to the redemption or purchase date to all Owners of Phase 4C Bonds to 
be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such 
mailing), at their registered addresses, 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 Phase 4C Bonds for which 
notice was duly mailed in accordance with the Indenture. 

If at the time of mailing of notice of an optional redemption, the District shall not have deposited 
with the Trustee or Paying Agent for the Phase 4C Bonds to be redeemed, moneys sufficient to redeem all 
the Phase 4C Bonds called for redemption, such notice shall state that it is subject to the deposit of the 
redemption moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of 
business on the redemption date, and such notice shall be of no effect unless such moneys are so deposited. 

Notice of optional redemption may also be conditioned upon the occurrence or non-occurrence of 
such other event or events as shall be specified in such notice of optional redemption and may also be 
subject to rescission by the District if expressly set forth in such notice. 

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 Phase 4C Bonds so called for 
redemption on the redemption date, the Trustee shall redeem and pay on such date an amount of such 
Phase 4C Bonds for which such funds are sufficient, selecting the Phase 4C Bonds to be redeemed randomly 
from among all such Phase 4C Bonds called for redemption on such date, and among different maturities 
of Phase 4C Bonds in the same manner as the initial selection of Phase 4C Bonds to be redeemed, and from 
and after such redemption date, interest on the Phase 4C Bonds or portions thereof so paid shall cease to 
accrue and become payable; but interest on any Phase 4C Bonds or portions thereof not so paid shall 
continue to accrue until paid at the same rate as it would have had such Phase 4C Bonds not been called 
for redemption. 

Book-Entry Only System 

The information in this section concerning The Depository Trust Company, New York, New York, 
(“DTC”) and DTC’s book-entry system has been obtained from sources that the District believes to be 
reliable, but the District takes no responsibility for the accuracy thereof. 

DTC will act as securities depository for the Phase 4C Bonds. The Phase 4C 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 Phase 4C 
Bond certificate will be issued for each maturity of the Phase 4C Bonds as set forth in the inside cover of 


this Limited Offering Memorandum, 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 Phase 4C Bonds under the DTC system must be made by or through Direct 
Participants, which will receive a credit for the Phase 4C Bonds on DTC’s records. The ownership interest 
of each actual purchaser of each Phase 4C 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 Phase 4C 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 Phase 4C Bonds, except in the event that use of the book-entry 
system for the Phase 4C Bonds is discontinued. 

To facilitate subsequent transfers, all Phase 4C 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 Phase 4C 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 Phase 4C Bonds; DTC’s records 
reflect only the identity of the Direct Participants to whose accounts such Phase 4C 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 Phase 4C Bonds may wish to take 
certain steps to augment the transmission to them of notices of significant events with respect to the Phase 
4C Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Phase 4C Bond 
documents. For example, Beneficial Owners of Phase 4C Bonds may wish to ascertain that the nominee 
holding the Phase 4C 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 Phase 4C Bonds within an issue are 
being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant 
in such issue to be redeemed. 

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 
Phase 4C Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. 
Under its usual procedures, DTC mails an Omnibus Proxy to 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 Phase 4C Bonds are credited on the record date (identified in a listing attached to the 
Omnibus Proxy). 

Principal, premium, if any, and interest payments on the Phase 4C 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 Trustee on the payment 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 principal, premium, if any, and interest on 
the Phase 4C Bonds, as applicable, 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 Trustee, 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 securities depository with respect to the Phase 4C 
Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in 
the event that a successor securities depository is not obtained, Phase 4C 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 such event, Phase 4C Bonds will be printed and delivered to DTC. 

SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE PHASE 4C BONDS, AS 
NOMINEE OF DTC, REFERENCE HEREIN TO THE HOLDER OF THE PHASE 4C BONDS OR 
REGISTERED OWNERS OF THE PHASE 4C BONDS SHALL MEAN DTC AND SHALL NOT MEAN THE 
BENEFICIAL OWNERS OF THE PHASE 4C BONDS. 


SECURITY FOR AND SOURCE OF PAYMENT OF THE PHASE 4C BONDS 

General 

The Phase 4C Bonds are payable from and secured by the revenues received by the District from 
the Phase 4C Special Assessments, including, without limitation, amounts received from any foreclosure 
proceeding for the enforcement or collection of such Phase 4C Special Assessments or from the issuance 
and sale of tax certificates with respect to such Phase 4C Special Assessments or from the issuance and sale 
of tax certificates with respect to such Phase 4C Special Assessments and all amounts on deposit in the 
Funds and Accounts established under the Sixth Supplement for Phase 4C Bonds (excluding amounts in 
the Phase 4C Rebate Account or investment earnings thereon) (the “Phase 4C Pledged Revenues”). 

The Phase 4C Special Assessments represent an allocation of a portion of the costs of the Phase 4C 
Project, including bond financing costs, to Assessment Area Six in accordance with the Assessment Reports 
attached hereto as APPENDIX B. 

“Special Assessments” include (a) the net proceeds derived from the levy and collection of “special 
assessments,” as provided for in Sections 190.011(14) and 190.022 of the Act against District Lands that are 
subject to assessment as a result of a particular Project or any portion thereof, and (b) the net proceeds 
derived from the levy and collection of “benefit special assessments,” as provided for in Section 190.021(2) 
of the Act, against the lands within the District that are subject to assessment as a result of a particular 
Project or any portion thereof, and in the case of both “special assessments” and “benefit special 
assessments,” including the interest and penalties on such assessments, pursuant to all applicable 
provisions of the Act and Chapter 170, Florida Statutes, and Chapter 197, Florida Statutes (and any 
successor statutes thereto), including, without limitation, any amount received from any foreclosure 
proceeding for the enforcement of collection of such assessments or from the issuance and sale of tax 
certificates with respect to such assessments, less (to the extent applicable) the fees and costs of collection 
thereof payable to the Tax Collector and less certain administrative costs payable to the Property Appraiser 
pursuant to the Property Appraiser and Tax Collector Agreement. “Special Assessments” shall not include 
“special assessments” levied and collected by the District under Section 190.022 of the Act for maintenance 
purposes or “maintenance special assessments” levied and collected by the District under Section 
190.021(3) of the Act. The District does not intend to levy any benefit special assessment to secure the Phase 
4C Bonds. 

NEITHER THE PHASE 4C BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE 
THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE 
DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THE PHASE 
4C BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON DO NOT 
CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN 
UPON ANY PROPERTY OF THE DISTRICT, INCLUDING, WITHOUT LIMITATION, THE PHASE 4C 
PROJECT, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PHASE 4C PLEDGED REVENUES AS SET 
FORTH IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT 
TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY 
OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY 
OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE PHASE 4C 
BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT 
TO THE INDENTURE OR THE PHASE 4C BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL 
BE SECURED SOLELY BY, THE PHASE 4C PLEDGED REVENUES, INCLUDING WITHOUT 


LIMITATION THE FUNDS AND ACCOUNTS PLEDGED TO THE PHASE 4C BONDS, ALL AS 
PROVIDED IN THE PHASE 4C BONDS AND IN THE INDENTURE. 

Funds and Accounts 

The Indenture establishes with the Trustee the following Funds and Accounts: 1) within the 
Acquisition and Construction Fund, a Phase 4C Project Account and a Phase 4C Costs of Issuance Account; 
2) within the Debt Service Fund, a Phase 4C Debt Service Account and therein, a Phase 4C Principal 
Account, a Phase 4C Interest Account, and a Phase 4C Capitalized Interest Account; 3) within the Bond 
Redemption Fund, a Phase 4C Redemption Account, and therein, a Phase 4C Prepayment Subaccount and 
a Phase 4C Optional Redemption Subaccount; 4) within the Revenue Fund, a Phase 4C Revenue Account; 
5) within the Debt Service Reserve Fund, a Phase 4C Reserve Account, which account shall be held for the 
benefit of all of the Phase 4C Bonds, without distinction as to Phase 4C Bonds and without privilege or 
priority of one Phase 4C Bond over another; and 6) within the Rebate Fund, a Phase 4C Rebate Account. 

Phase 4C Project Account and Phase 4C Capitalized Interest Account 

Amounts on deposit in the Phase 4C Project Account shall be applied to pay the Costs of the Phase 
4C Project upon compliance with the requirements of the requisition provisions set forth in the Indenture. 

Upon the Completion Date of the Phase 4C Project, any balance remaining in the Phase 4C Project 
Account not needed to pay any accrued but unpaid Costs of the Phase 4C Project which are required to be 
reserved in the Phase 4C Project Account in accordance with the certificate of the Consulting Engineer 
establishing such Completion Date (which certificate of the Consulting Engineer may not establish such 
Completion Date on a date prior to the satisfaction of the Reserve Account Release Conditions) shall, at the 
written direction of a Responsible Officer of the District, (i) first be transferred to and deposited in the Phase 
4C Rebate Account in the amount, and to the extent necessary, so the amount on deposit therein equals the 
accrued rebate obligation under the Code, and (ii) the balance, if any, shall be transferred to the Phase 4C 
Prepayment Subaccount of the Phase 4C Redemption Account and applied to the extraordinary mandatory 
redemption of the Phase 4C Bonds. 

Amounts on deposit in the Phase 4C Capitalized Interest Account shall, until and including 
November 1, 2024, be transferred into the Phase 4C Interest Account and applied to the payment of interest 
first coming due on the Phase 4C Bonds, and thereafter transferred into the Phase 4C Project Account. 

In accordance with the provisions of the Indenture, the Phase 4C Bonds are payable solely from 
the Phase 4C Pledged Revenues. The District acknowledges in the Indenture that (i) the Phase 4C Pledged 
Revenues includes, without limitation, all amounts on deposit in the Phase 4C Project Account then held 
by the Trustee, (ii) upon the occurrence of an Event of Default with respect to the Phase 4C Bonds, the 
Phase 4C Pledged Revenues may not be used by the District (whether to pay costs of the Phase 4C Project 
or otherwise) without the consent of the Majority Owners, except to the extent that prior to the District 
having actual notice of the occurrence of the Event of Default the District had incurred a binding obligation 
with third parties for work on the Phase 4C Project and payment is for such work and (iii) the Phase 4C 
Pledged Revenues may be used by the Trustee, at the direction or with the approval of the Majority Owners, 
to pay costs and expenses incurred in connection with the pursuit of remedies under the Indenture. 
Pursuant to the Indenture, the District shall not enter into any binding agreement with respect to the Phase 
4C Project after the District has actual notice of the occurrence of an Event of Default unless authorized in 
writing by the Majority Owners or by the Trustee with consent and direction of the Majority Owners. 


Phase 4C Reserve Account and Phase 4C Reserve Account Requirement 

The Phase 4C Reserve Account Requirement is, initially an amount equal to fifty percent (50%) of 
the maximum annual Debt Service Requirement for the Outstanding Phase 4C Bonds, as calculated from 
time to time, which is initially $[__________], until such time as the Reserve Account Release Conditions 
are met, at which time and thereafter the Phase 4C Reserve Account Requirement shall be an amount equal 
to ten percent (10%) of the maximum annual Debt Service Requirement for the Phase 4C Bonds, as of the 
date of any such calculation. The District and District Manager, on behalf of the District, shall provide 
written notice to the Trustee when the Reserve Account Release Conditions have been satisfied, upon 
which notice the Trustee may conclusively rely, and shall direct the Trustee to transfer any excess in the 
Phase 4C Reserve Account as a result of satisfaction of the Reserve Account Release Conditions as provided 
in Section 4.05 of the Sixth Supplement. For the purpose of calculating the Phase 4C Reserve Account 
Requirement, the maximum annual Debt Service Requirement shall be calculated as of the date of the 
original issuance and delivery of the Phase 4C Bonds and recalculated in connection with each 
extraordinary mandatory redemption of the Phase 4C Bonds as provided in the Indenture (but not upon 
the optional or mandatory sinking fund redemption thereof). 

Reserve Account Release Conditions means, collectively, that (i) all residential units/homes to be 
subject to the Phase 4C Special Assessments have been built, sold and closed with end users; (ii) all Phase 
4C Special Assessments are being collected pursuant to the Uniform Method; and (iii) no Event of Default 
has occurred and is continuing with respect to any Outstanding Phase 4C Bonds. 

Amounts on deposit in the Phase 4C Reserve Account shall be used only for the purpose of making 
payments into the Phase 4C Interest Account and the Phase 4C Principal Account to pay the Debt Service 
Requirement on the Phase 4C Bonds, when due, without distinction as to Phase 4C Bonds and without 
privilege or priority of one Phase 4C Bond over another, to the extent the moneys on deposit in such 
Accounts and available therefor are insufficient and for no other purpose. Such Phase 4C Reserve Account 
shall consist only of cash and Investment Securities. 

On each March 15, June 15, September 15 and December 15 (or the next succeeding Business Day 
if such date is not a Business Day), the District shall recalculate the Phase 4C Reserve Account Requirement 
(assuming for purposes of such recalculation that the maximum annual Debt Service Requirement is the 
maximum annual Debt Service Requirement that will exist after application of amounts to be applied to 
the redemption of Phase 4C Bonds on the next succeeding Quarterly Redemption Date) and shall direct the 
Trustee in writing to promptly notify the District of the amount of any deficiency or surplus of such date 
in such Phase 4C Reserve Account. The District shall immediately pay the amount of any deficiency to the 
Trustee, for deposit in the Phase 4C Reserve Account, from the first available Phase 4C Pledged Revenues. 

The District shall direct the Trustee in writing to transfer any excess on deposit in the Phase 4C 
Reserve Account as follows: (a) to the extent such excess is the result of prepayments of Phase 4C Special 
Assessments, such excess shall be transferred to the Phase 4C Prepayment Subaccount and applied to the 
extraordinary mandatory redemption of the Phase 4C Bonds; (b) to the extent such excess is the result of a 
reduction in the Phase 4C Reserve Account Requirement as a result of the Reserve Account Release 
Conditions being met, such excess shall be transferred to the Phase 4C Project Account of the Acquisition 
and Construction Fund and used for the purposes of such Account; or (c) to the extent such excess is the 
result of earnings on investments, such excess shall be applied as provided in Section 4.07(f) of the Sixth 
Supplement. The Trustee shall have no duty to verify such calculation. Notwithstanding the foregoing, 
prior to any transfers being made pursuant to this paragraph, transfers shall first be made to the credit of 


the Phase 4C Rebate Account in the amount, and to the extent necessary, so the amount on deposit therein 
equals the accrued rebate obligation under the Code, if the Trustee has received a certification from the 
District detailing the amount of such obligation to be deposited. 

The District or the District Manager, on behalf of the District, shall provide written notice to the 
Trustee when the Reserve Account Release Conditions have been satisfied, upon which notice the Trustee 
may conclusively rely. 

On the earliest date on which there is on deposit in the Phase 4C Reserve Account, sufficient 
monies, after taking into account other monies available therefor, to pay and redeem all of the Outstanding 
Phase 4C Bonds, together with accrued interest and redemption premium, if any, on such Phase 4C Bonds 
to the earliest date of redemption permitted, then the Trustee shall transfer the amount on deposit in the 
Phase 4C Reserve Account into the Phase 4C Prepayment Subaccount in the Phase 4C Redemption Account, 
to pay and redeem all of the Outstanding Phase 4C Bonds on the earliest date permitted for redemption. 

The District may provide that the Phase 4C Reserve Account Requirement required to be on deposit 
in the Phase 4C Reserve Account shall be satisfied by a Debt Service Reserve Insurance Policy or Debt 
Service Reserve Letter of Credit (individually or collectively, the “Reserve Account Credit Instrument”). 
At any time after the issuance of the Phase 4C Bonds, the District may withdraw any or all of the amount 
of money on deposit in the Phase 4C Reserve Account and substitute in its place a Reserve Account Credit 
Instrument as described above in the face amount of such withdrawal and such withdrawn moneys shall, 
after payment of the premium for such Reserve Account Credit Instrument, be transferred to the Phase 4C 
Prepayment Subaccount, of the Phase 4C Redemption Account and applied to the redemption of Phase 4C 
Bonds or, upon the District obtaining an opinion of Bond Counsel, on which the District and the Trustee 
may conclusively rely, to the effect that such application will not adversely affect the tax-exempt status of 
the Outstanding Phase 4C Bonds, be used for any other lawful purpose of the District. 

Flow of Funds 

(a) Except as otherwise provided in the Sixth Supplement, amounts on deposit in the Phase 
4C Revenue Account shall be applied in accordance with Section 6.03 of the Master Indenture. The District 
covenants to pay, or cause to be paid, as received the proceeds of the Phase 4C Special Assessments to the 
Trustee for deposit as provided in Section 4.07 of the Sixth Supplement. 

(b) The Trustee is authorized and directed in the Sixth Supplement to deposit any and all 
amounts required to be deposited in the Funds and Accounts by the Indenture, and any other amounts or 
payments specifically designated by the District pursuant to a written direction or by a Supplemental 
Indenture for said purpose. The Phase 4C Revenue Account shall be held by the Trustee separate and apart 
from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. 

(c) The District shall deposit Phase 4C Pledged Revenues with the Trustee within thirty (30) 
days of receipt, together with a written accounting setting forth the amounts of such Phase 4C Pledged 
Revenues in the following categories which shall be deposited by the Trustee into the Funds and Accounts 
established under the Indenture as follows: 

 Phase 4C Assessment Principal, which shall be deposited into the Phase 4C 
Principal Account; 


 Phase 4C Prepayment Principal, which shall be deposited into the Phase 4C 
Prepayment Subaccount in the Phase 4C Redemption Account; 

 Phase 4C Assessment Interest, which shall be deposited into the Phase 4C Interest 
Account; 

 Delinquent Assessment Principal, which shall first be applied to restore the 
amount of any withdrawal from the Phase 4C Reserve Account to pay the principal of Phase 4C 
Bonds, and, the balance, if any, shall be deposited into the Phase 4C Principal Account; 

 Delinquent Assessment Interest, which shall first be applied to restore the amount 
of any withdrawal from the Phase 4C Reserve Account to pay the interest on Phase 4C Bonds and, 
the balance, if any, deposited into the Phase 4C Interest Account; and 

 all other Phase 4C Pledged Revenues, which shall be deposited into the Phase 4C 
Revenue Account. 

Moneys other than Phase 4C Pledged Revenues, shall, at the written direction of the District, be 
deposited into the Phase 4C Optional Redemption Subaccount of the Phase 4C Redemption Account and 
used to pay the principal of and premium, if any, on Phase 4C Bonds called or to be called for redemption 
at the written direction of the District in accordance with the provisions for redemption of Phase 4C Bonds. 

(d) On each March 15, June 15, September 15 and December 15 (or the next succeeding 
Business Day if such date is not a Business Day), the Trustee shall determine the amount on deposit in the 
Phase 4C Prepayment Subaccount and, if the balance therein is greater than zero, shall, at the written 
direction of the District, transfer from the Phase 4C Revenue Account for deposit into such Phase 4C 
Prepayment Subaccount an amount sufficient to increase the amount on deposit therein to an integral 
multiple of $5,000 (provided that there are sufficient funds remaining therein to pay debt service coming 
due on the Phase 4C Bonds on the next succeeding Interest Payment Date), and shall thereupon give notice 
and cause the extraordinary mandatory redemption of the Phase 4C Bonds on the next succeeding 
Quarterly Redemption Date in the maximum aggregate principal amount for which moneys are then on 
deposit in the Phase 4C Prepayment Subaccount in accordance with the provisions for extraordinary 
redemption of the Phase 4C Bonds. 

(e) Subject to transfers from the Phase 4C Capitalized Interest Account to the Phase 4C Interest 
Account as described in the following clause FIRST, on each May 1 and November 1 (or if such May 1 or 
November 1 is not a Business Day, on the Business Day preceding such May 1 or November 1), the Trustee 
shall transfer from amounts on deposit in the Phase 4C Revenue Account to the Funds and Accounts 
designated below, the following amounts in the following order of priority: 

FIRST, to the Phase 4C Interest Account of the Debt Service Fund, an amount equal to the amount 
of interest payable on all Phase 4C Bonds then Outstanding on such May 1 or November 1, less any amount 
transferred from the Phase 4C Capitalized Interest Account and less any other amount already on deposit 
in the Phase 4C Interest Account not previously credited; 

SECOND, beginning on May 1, 20__, and no later than the Business Day next preceding each May 
1 thereafter while Phase 4C Bonds remain Outstanding, to the Phase 4C Principal Account, an amount 
equal to the Amortization Installment on the Phase 4C Bonds due on such May 1 or the principal maturing 
on such May 1, less any amount on deposit in the Phase 4C Principal Account not previously credited; 


THIRD, to the Phase 4C Reserve Account, the amount, if any, which is necessary to make the 
amount on deposit therein equal to the Phase 4C Reserve Account Requirement with respect to the Phase 
4C Bonds; and 

FOURTH, the balance shall be retained in the Phase 4C Revenue Account. 

Anything in the Indenture to the contrary notwithstanding, it shall not constitute an Event of 
Default if the full amount of the foregoing deposits are not made due to an insufficiency of funds therefor; 
provided, however, that this does not change what are otherwise Events of Default as provided in Article 
X of the Master Indenture. 

(f) Within ten (10) Business Days after the last Interest Payment Date in each calendar year, 
the Trustee shall, at the written direction of the District, withdraw any moneys held for the credit of the 
Phase 4C Revenue Account as of November 2nd of such year which are not otherwise required to be 
deposited to other Funds and Accounts and deposit such moneys first to the credit of the Phase 4C Rebate 
Account in the amount, and to the extent necessary, so the amount on deposit therein equals the accrued 
rebate obligation under the Code, and thereafter, at the written direction of the District, either retain such 
moneys held as of November 2nd therein or transfer such moneys to the District to be used for any lawful 
purpose of the District, or any combination of the foregoing; provided, however, that on the date of such 
proposed transfer the amount on deposit in the Phase 4C Reserve Account shall be equal to the Phase 4C 
Reserve Account Requirement and, provided further, that the Trustee shall not have actual knowledge of 
an Event of Default under the Indenture relating to any of the Phase 4C Bonds, including the payment of 
Trustee’s fees and expenses then due. 

(g) The District shall comply with the Federal Tax Certificate delivered in connection with the 
issuance of the Phase 4C Bonds, as amended and supplemented from time to time in accordance with its 
terms (the “Federal Tax Certificate”). On any date required under the Federal Tax Certificate, the District 
shall give the Trustee written direction to, and the Trustee shall, transfer from the Phase 4C Revenue 
Account to the Phase 4C Rebate Account the amount due and owing to the United States, which amount 
shall be paid, to the United States, when due, in accordance with the Federal Tax Certificate. To the extent 
insufficient moneys are on deposit in the Phase 4C Revenue Account to make the transfer provided for in 
the immediately preceding sentence, the District shall deposit with the Trustee the amount of any such 
insufficiency from legally available moneys of the District. 

Investments 

Amounts on deposit in all of the Funds and Accounts established under the Sixth Supplemental 
Indenture for the Phase 4C Bonds shall only be held in cash or invested in Investment Securities, and 
further, earnings on investments in the Phase 4C Project Account, the Phase 4C Costs of Issuance Account, 
the Phase 4C Interest Account, the Phase 4C Capitalized Interest Account, the Phase 4C Rebate Account, 
and the Phase 4C Optional Redemption Subaccount shall be retained, as realized, in such Funds and 
Accounts and used for the purpose of such Fund or Account. Earnings on investments in the Phase 4C 
Principal Account or the Phase 4C Prepayment Subaccount shall be transferred, as realized, to the credit of 
the Phase 4C Revenue Account and used for the purposes of such Account. Earnings on investments in 
the Phase 4C Revenue Account shall be retained therein. 


Earnings on investments in the Phase 4C Reserve Account shall be disposed of as follows: 

(1) if there was no deficiency in the Phase 4C Reserve Account as of the most recent date on 
which amounts on deposit in the Phase 4C Reserve Account were valued by the Trustee, and if no 
withdrawals have been made from the Phase 4C Reserve Account since such date which have created a 
deficiency, then earnings on the Phase 4C Reserve Account shall be deposited into the Phase 4C Capitalized 
Interest Account through November 1, 2024, and thereafter, to the Phase 4C Revenue Account; and 

(2) if as of the last date on which amounts on deposit in the Phase 4C Reserve Account were 
valued by the Trustee there was a deficiency, or if after such date withdrawals have been made from the 
Phase 4C Reserve Account and have created such a deficiency, then earnings on investments in the Phase 
4C Reserve Account shall be deposited into the Phase 4C Reserve Account until the amount on deposit 
therein is equal to the Phase 4C Reserve Account Requirement, and then earnings on the Phase 4C Reserve 
Account shall be deposited into the Phase 4C Capitalized Interest Account through November 1, 2024, and 
thereafter, to the Phase 4C Revenue Account. 

Agreement for Assignment of Development Rights 

Contemporaneously with the issuance of the Phase 4C Bonds, the Developer and the District will 
enter into a Collateral Assignment and Assumption of Development and Contract Rights Relating to 
Tohoqua Community Development District (Phase 4C Bonds) (the “Assignment Agreement”). The 
following is a summary description of the Assignment Agreement but is qualified in its entirety by 
reference to the Assignment Agreement. Pursuant to the Assignment Agreement, the Developer 
collaterally assigns to the District all of Developer’s development rights and contract rights relating to the 
Phase 4C Project as to lands owned by Developer (the “Development and Contract Rights”) as security for 
the Developer’s payment and performance and discharge of its obligation to pay the Phase 4C Special 
Assessments levied against Assessment Area Six when due. The assignment will become effective and 
absolute upon failure of the Developer to pay the Phase 4C Special Assessments levied against Assessment 
Area Six. The Development and Contract Rights specifically excludes any such portion of the Development 
and Contract Rights which relate to any property which has been conveyed to a homebuilder resulting 
from the sale of any portion of Assessment Area Six in the ordinary course of business, the City, the County, 
the District, any applicable homeowner’s association or other governing entity or association relating to 
the Phase 4C Project. Pursuant to the Indenture, the District assigns its rights under the Assignment 
Agreement to the Trustee for the benefit of the Owners, from time to time, of the Phase 4C Bonds. 

Notwithstanding the above provisions to the contrary, in the event the District foreclosed on the 
lands subject to the Phase 4C Special Assessments as a result of the Developer’s or a subsequent 
landowner’s failure to pay such Phase 4C Special Assessments, there is a risk that the District will not have 
all permits and entitlements necessary to complete the Phase 4C Project. 

True-Up Agreement 

In connection with the issuance of the Phase 4C Bonds, the District and Developer will enter into 
the Agreement Between Developer and Tohoqua Community Development District Regarding the True 
Up and Payment for Special Assessment Revenue Bonds, Series 2023 (Phase 4C Bonds) (the “True-Up 
Agreement”). The following is a summary description of the True-Up Agreement but is qualified in its 
entirety by reference to the True-Up Agreement. Pursuant to the True-Up Agreement, the Developer 
agrees that at the time of recording of any and all plats containing any portion of Assessment Area Six, 


such plat shall be presented to the District for review, approval and allocation of the Phase 4C Special 
Assessments to the units being platted and the remaining property in accordance with the District’s 
Assessment Reports. At the time that any plat is presented to the District, the District will determine if the 
par amount of outstanding Phase 4C Bonds will be assigned to the total number of units to be developed, 
taking into account the submitted plat. If not, the District will determine the remaining par amount of 
outstanding Phase 4C Bonds unassigned to units and the total number of developable acres owned by the 
Developer remaining to be platted and will determine if the maximum par debt per acre, as provided in 
the Assessment Reports, is exceeded. If the maximum par debt per acre is exceeded, a debt reduction 
payment in the amount equal to the par debt that is not capable of being assigned to the total number of 
developable acres, plus any applicable interest charges and collection fees shall become due and payable 
prior to the District’s approval of the plat, in addition to the regular assessment installment payable for 
lands owned by the Developer for that tax year. 

Enforcement of True-Up Agreement 

The District, either through its own actions, or actions caused to be taken through the Trustee, 
covenants in the Indenture that it shall strictly enforce all of the provisions of the True-Up Agreement, and, 
upon the occurrence and continuance of a default under such agreement, the District covenants and agrees 
in the Indenture that the Trustee, at the direction of the Majority Owners may act on behalf of, and in the 
District's stead, to enforce the provisions of such agreement and to pursue all available remedies under 
applicable law or in equity. The Indenture provides that failure of the District to enforce, or permit the 
Trustee to enforce in its stead, all of the provisions of the True-Up Agreement upon demand of the Majority 
Owners, or the Trustee at the direction of the Majority Owners, shall constitute an Event of Default under 
the Indenture without benefit of any period for cure. 

Enforcement and Collection of Phase 4C Special Assessments 

The primary source of payment for the Phase 4C Bonds is the Phase 4C Special Assessments levied 
on Assessment Area Six, all in accordance with the Assessment Proceedings. At the time of issuance of the 
Phase 4C Bonds, the Developer will own all of the land within Assessment Area Six. To the extent that the 
Developer or any other landowner, or any successor landowners, fail to pay such Phase 4C Special 
Assessments, delay payments, or are unable to pay Phase 4C Special Assessments, the successful pursuit 
of collection procedures available to the District is essential to continued payment of principal of and 
interest on the Phase 4C Bonds. The Act provides for various methods of collection of delinquent taxes by 
reference to other provisions of the Florida Statutes. See “THE PHASE 4C SPECIAL ASSESSMENTS” 
herein for a summary of payment and collection procedures relating to the Phase 4C Special Assessments 
appearing in the Florida Statutes. 

The Sixth Supplement provides that subject to the next succeeding sentence, Phase 4C Special 
Assessments levied on platted lots and pledged to secure the Phase 4C Bonds shall be collected pursuant 
to the uniform method provided for in Sections 197.3632 and 197.3635, Florida Statutes, (the “Uniform 
Method”) and Phase 4C Special Assessments levied on unplatted lots or lands and pledged to secure the 
Phase 4C Bonds shall be billed and collected directly by the District pursuant to the Act and Chapters 170 
and 197, Florida Statutes, and not pursuant to the Uniform Method unless the District determines that it is 
in its best interests to do so. Prior to an Event of Default, the election to collect and enforce Phase 4C Special 
Assessments in any year pursuant to any one method shall not, to the extent permitted by law, preclude 
the District from electing to collect and enforce Phase 4C Special Assessments pursuant to any other method 
permitted by law in any subsequent year. Following an Event of Default, Phase 4C Special Assessments 


levied on platted lots and pledged to secure the Phase 4C Bonds shall be collected pursuant to the Uniform 
Method and Phase 4C Special Assessments levied on unplatted lots and pledged to secure the Phase 4C 
Bonds shall be billed and collected directly by the District pursuant to the Act and Chapters 170 and 197, 
Florida Statutes, and not pursuant to the Uniform Method in each case unless the Trustee, acting at the 
direction of the Majority Owners of the Phase 4C Bonds Outstanding, provides written direction to use a 
different method of collection. All Phase 4C Special Assessments that are billed and collected directly by 
the District and not via the Uniform Method shall be due and payable by the landowner no later than thirty 
(30) days prior to each Interest Payment Date; provided, however, that such Phase 4C Special Assessments 
shall not be deemed to be Delinquent Assessments unless and until same are not paid by the applicable 
Interest Payment Date with respect to which they have been billed. 

The District covenants to comply with the terms of the proceedings adopted with respect to the 
Phase 4C Special Assessments, including the Assessment Proceedings, and to levy the Phase 4C Special 
Assessments and any required true-up payments set forth in the Assessment Proceedings, in such manner 
as will levy funds sufficient to pay the principal of and interest on the Phase 4C Bonds, when due. The 
District covenants and agrees that upon the occurrence and continuance of an Event of Default with respect 
to the Phase 4C Bonds, it will take such actions to enforce the remedial provisions of the Indenture, the 
provisions for the collection of Delinquent Assessments that are directly billed and collected by the District, 
and the provisions for the foreclosure of liens of Delinquent Assessments that are directly billed and 
collected by the District, all in a manner consistent with the Indenture. 

If any property shall be offered for sale for the nonpayment of any Phase 4C Special Assessments 
and no person or persons shall purchase such property for an amount equal to the full amount due on the 
Phase 4C Special Assessments (principal, interest, penalties and costs, plus attorneys’ fees, if any), the 
District, after receiving the written direction of the Trustee, acting at the direction of the Majority Owners 
of the Phase 4C Bonds Outstanding, specifying whether the District is to take title to the property in its 
corporate name or in the name of a special purpose entity, may purchase the property for an amount less 
than or equal to the balance due on the Phase 4C Special Assessments (principal, interest, penalties and 
costs, plus attorneys’ fees, if any), from any legally available funds of the District and the District shall 
receive in its corporate name or in the name of a special-purpose entity title to the property for the benefit 
of the Owners of the Phase 4C Bonds. The District, either through its own actions, or actions caused to be 
taken by the District through the Trustee, acting at the direction of the Majority Owners of the Phase 4C 
Bonds Outstanding, shall have the power to and shall lease or sell such property, and deposit all of the net 
proceeds of any such lease or sale into the Phase 4C Revenue Account. The District, either through its own 
actions, or actions caused to be taken by the District through the Trustee, acting at the direction of the 
Majority Owners of the Phase 4C Bonds Outstanding, agrees that it shall, after being provided assurances 
satisfactory to it of payment of its fees, costs and expenses for doing so, be required to take the measures 
provided by law for listing for sale of property acquired by it as trustee for the Owners of the Phase 4C 
Bonds within sixty (60) days after the receipt of the request therefore signed by the Trustee, acting at the 
direction of the Majority Owners of the Phase 4C Bonds Outstanding. The District may pay costs associated 
with any actions taken by the District pursuant to this paragraph from any moneys legally available for 
such purpose held under the Indenture, provided such action does not adversely impact the tax-exempt 
status of the Phase 4C Bonds. 

The District acknowledges and agrees that (i) upon failure of any property owner to pay when due 
any installment of Phase 4C Special Assessments that are billed directly by the District, that the entire Phase 
4C Special Assessments levied on the property for which such installment of Phase 4C Special Assessments 
is due and unpaid, with interest and penalties thereon, shall immediately become due and payable as 


provided by applicable law and, with the written direction of the Trustee, acting at the direction of the 
Majority Owners of the Phase 4C Bonds Outstanding, the District, after being provided assurances 
satisfactory to it of payment of its fees, costs and expenses for doing so, shall promptly, but in any event 
within 120 days of the receipt of such direction, cause to be brought the necessary legal proceedings for the 
foreclosure of liens of Delinquent Assessments, including interest and penalties and (ii) the foreclosure 
proceedings shall be prosecuted to a sale and conveyance of the property involved in said proceedings as 
now provided by Florida law. 

Limitation on Additional Bonds 

Other than Bonds issued to refund the then Outstanding Phase 4C Bonds, the issuance of which 
results in net present value debt service savings, the District has agreed in the Indenture that it shall not, 
while any Phase 4C Bonds are Outstanding, issue or incur any debt payable in whole or in part from the 
Phase 4C Pledged Revenues. The District further covenants and agrees that so long as the Phase 4C Bonds 
are Outstanding, it will not impose Special Assessments for capital projects on any lands subject to the 
Phase 4C Special Assessments, without the written consent of the Majority Owners, unless the Phase 4C 
Special Assessments have been Substantially Absorbed. Notwithstanding the prior sentence, the foregoing 
shall not preclude the imposition of capital Special Assessments on property subject to the Phase 4C Special 
Assessments which are necessary, as determined by the District, for health, safety or welfare reasons or to 
remediate a natural disaster or Operation and Maintenance Assessments. The Trustee is entitled to assume 
that the Phase 4C Special Assessments have not been Substantially Absorbed absent delivery to the Trustee 
of a certificate of the District Manager to the contrary. “Substantially Absorbed” means the date at least 
ninety percent (90%) of the principal portion of the Phase 4C Special Assessments have been assigned to 
residential units within the District that have received certificates of occupancy. 

Events of Default With Respect to the Phase 4C Bonds 

Each of the following shall be an “Event of Default” under the Indenture, with respect to the Phase 
4C Bonds: 

(a) if payment of any installment of interest on any Phase 4C Bond is not made when it 
becomes due and payable; or 

(b) if payment of the principal or Redemption Price of any Phase 4C Bond is not made when 
it becomes due and payable at maturity or upon call or presentation for redemption; or 

(c) if the District, for any reason, fails in, or is rendered incapable of, fulfilling its obligations 
under the Indenture or under the Act, which may be determined solely by the Majority Owners of such 
Phase 4C Bonds; or 

(d) 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 ninety (90) days; or 


(e) if the District defaults in the due and punctual performance of any other covenant in the 
Indenture or in any Phase 4C Bond issued pursuant to the Indenture and such default continues for sixty 
(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 Owners of the Outstanding Phase 4C 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 sixty (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 sixty (60) day period and shall diligently and continuously prosecute the same to completion; or 

(f) if at any time the amount in the Phase 4C Reserve Account in the Debt Service Reserve 
Fund is less than the Phase 4C Reserve Account Requirement as a result of the Trustee withdrawing an 
amount therefrom to satisfy the Debt Service Requirement on the Phase 4C Bonds and such amount has 
not been restored within 120 days of such withdrawal; or 

(g) if any portion of the Phase 4C Special Assessments pledged to the Phase 4C Bonds shall 
have become Delinquent Assessments and, as the result thereof, the Indenture authorizes the Trustee to 
withdraw funds in an amount greater than twenty-five percent (25%) of the amount on deposit in the Phase 
4C Reserve Account, to pay the Debt Service Requirements on the Phase 4C Bonds (regardless of whether 
the Trustee does or does not actually withdraw such funds from the Phase 4C Reserve Account to pay the 
Debt Service Requirements on the Phase 4C Bonds) (the foregoing being referred to as a “Phase 4C Reserve 
Account Event”) unless within sixty (60) days from the Phase 4C Reserve Account Event the District has 
either (i) replenished the amounts, if any, withdrawn from the Phase 4C Reserve Account, or (ii) the portion 
of the Delinquent Assessments giving rise to the Phase 4C Reserve Account Event are paid and are no 
longer Delinquent Assessments; or 

(h) if more than twenty-five percent (25%) of the Operation and Maintenance Assessments 
that are directly billed by the District and levied by the District on tax parcels subject to the Phase 4C Special 
Assessments are not paid by the date such are due and payable and such default continues for sixty (60) 
days after the date when due. The District shall give written notice to the Trustee of the occurrence of the 
event set forth in this paragraph (h) not later than ten (10) days after the end of the sixty (60) day period 
referred to in the preceding sentence. The Trustee will not be deemed to have knowledge of the occurrence 
of such Event of Default absent notice thereof from the District. 

Provisions Relating to Bankruptcy or Insolvency of Landowner 

(a) The provisions of this section shall be applicable both before and after the commencement, 
whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any 
tax parcel subject to at least three percent (3%) of the Phase 4C Special Assessments pledged to the Phase 
4C Bonds Outstanding (an “Insolvent Taxpayer”) under any existing or future law of any jurisdiction 
relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of 
debtors (a “Proceeding”). 

(b) The District acknowledges and agrees in the Indenture that, although the Phase 4C Bonds 
were issued by the District, the Owners of the Phase 4C Bonds are categorically the party with the ultimate 
financial stake in the transaction and, consequently, the party with a vested and pecuniary interest in a 
Proceeding. In the event of any Proceeding involving an Insolvent Taxpayer: 


 the District agrees in the Indenture that it shall seek to secure the written direction 
of the Trustee, acting at the direction of the Majority Owners of the Phase 4C Bonds Outstanding 
prior to making any election, giving any consent, commencing any action or filing any motion, 
claim, obligation, notice or application or in taking any other action or position in any Proceeding 
or in any action related to a Proceeding that affects, either directly or indirectly, the Phase 4C 
Special Assessments relating to the Phase 4C Bonds Outstanding, the Outstanding Phase 4C Bonds 
or any rights of the Trustee under the Indenture (provided, however, Trustee shall be deemed to 
have given such direction, on behalf of the Majority Owners of the Phase 4C Bonds Outstanding, 
to the proposed action if the District does not receive a written direction from the Trustee within 
sixty (60) days or within such shorter amount of time as would be required to comply with the 
ruling of the applicable court following receipt by the Trustee of the written request for direction); 

 the District agrees in the Indenture 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 Phase 4C Special Assessments relating to the Phase 4C Bonds 
Outstanding, the Phase 4C Bonds Outstanding or any rights of the Trustee under the Indenture 
that are inconsistent with any written direction received (or deemed received) from the Trustee; 

 the District agrees in the Indenture that it shall seek the written direction of the 
Trustee prior to filing and voting in any such Proceeding (provided, however, Trustee shall be 
deemed to have given such direction, on behalf of the Majority Owners of the Phase 4C Bonds 
Outstanding, to the proposed action if the District does not receive a written direction from the 
Trustee within sixty (60) days or within such shorter amount of time as would be required to 
comply with the ruling of the applicable court following receipt by the Trustee of the written 
request for direction); 

 the Trustee, acting at the direction of the Majority Owners of the Phase 4C Bonds 
Outstanding, shall have the right, by interpleader or otherwise, to seek or oppose any relief in any 
such Proceeding that the District, as claimant with respect to the Phase 4C Special Assessments 
relating to the Phase 4C Bonds Outstanding would have the right to pursue, and, if the Trustee 
chooses to exercise any such rights, the District shall not oppose the Trustee in seeking to exercise 
any and all rights and taking any and all actions available to the District in connection with any 
Proceeding of any Insolvent Taxpayer, including without limitation, the right to file and/or 
prosecute and/or defend any claims and proofs of claims, to vote to accept or reject a plan, to seek 
dismissal of the Proceeding, to seek stay of relief to commence or continue foreclosure or pursue 
any other available remedies as to the Phase 4C Special Assessments relating to the Phase 4C Bonds 
Outstanding, to seek substantive consolidation, to seek to shorten the Insolvent Taxpayer’s 
exclusivity periods or to oppose any motion to extend such exclusivity periods, to oppose any 
motion for use of cash collateral or for authority to obtain financing, to oppose any sale procedures 
motion or any sale motion, to propose a competing plan of reorganization or liquidation, or to 
make any election under Section 1111(b) of the Bankruptcy Code; and 

 the District shall not challenge the validity or amount of any claim submitted in 
good faith in such Proceeding by the Trustee, acting at the direction of the Majority Owners of the 
Phase 4C Bonds Outstanding, or any valuations of the lands owned by any Insolvent Taxpayer 
submitted in good faith by the Trustee, acting at the direction of the Majority Owners of the Phase 
4C Bonds Outstanding, in such Proceeding or take any other action in such Proceeding, which is 


adverse to Trustee’s enforcement of the District’s claim and rights with respect to the Phase 4C 
Special Assessments relating to the Phase 4C Bonds Outstanding or receipt of adequate protection 
(as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, 
the District agrees that the Trustee shall have the right (i) to file a proof of claim with respect to the 
Phase 4C Special Assessments pledged to the Phase 4C Bonds Outstanding, (ii) to deliver to the 
District a copy thereof, together with evidence of the filing with the appropriate court or other 
authority, and (iii) to defend any objection filed to said proof of claim. 

(c) Notwithstanding the provisions of the immediately preceding paragraphs, nothing in this 
section shall preclude the District from becoming a party to a Proceeding in order to enforce a claim for 
Operation and Maintenance Assessments, and the District shall be free to pursue such a 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 Phase 
4C Special Assessments relating to the Phase 4C Bonds Outstanding whether such claim is pursued by the 
District or the Trustee; provided, however, that the District shall not oppose any relief sought by the Trustee 
under the authority granted to the Trustee in clause (b)(iv) of the paragraph above. 

Re-Assessment 

Pursuant to the Indenture, if any Phase 4C 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 
Phase 4C Special Assessment is so irregular or defective that it cannot be enforced or collected, or if the 
District shall have omitted to make such Phase 4C Special Assessment when it might have done so, the 
District shall either: (i) take all necessary steps to cause a new Phase 4C 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 Phase 4C Special Assessment from legally available 
moneys, which moneys shall be deposited into the Phase 4C Revenue Account. In case any such 
subsequent Phase 4C Special Assessment shall also be annulled, the District shall obtain and make other 
Phase 4C Special Assessments until a valid Phase 4C Special Assessment shall be made. 

THE PHASE 4C SPECIAL ASSESSMENTS 

General 

The primary source of payment for the Phase 4C Bonds is the Phase 4C Special Assessments 
imposed on Assessment Area Six pursuant to the Assessment Proceedings. See, “APPENDIX B – 
ASSESSMENT REPORTS.” To the extent that landowners fail to pay such Phase 4C Special Assessments, 
delay payments, or are unable to pay the same, the prompt and successful pursuance of collection 
procedures available to the District will be essential to continued payment of principal and of interest of 
the Phase 4C Bonds. The Act provides for various methods of enforcing the collection of Delinquent 
Assessments by reference to other provisions of the Florida Statutes. The following is a description of 
certain statutory provisions of assessment payment and collection procedures appearing in the Florida 
Statutes, but is qualified in its entirety by reference to such statutes. 


THERE CAN BE NO ASSURANCE THAT ANY SALE OF LAND SUBJECT TO DELINQUENT 
ASSESSMENTS WILL PRODUCE PROCEEDS SUFFICIENT TO PAY THE FULL AMOUNT OF SUCH 
DELINQUENT ASSESSMENTS PLUS OTHER DELINQUENT TAXES AND ASSESSMENTS 
APPLICABLE THERETO. 

Chapter 170, Florida Statutes provides that the Phase 4C Special Assessments constitute a lien on 
the real property in the District co-equal with all State, County, district and municipal taxes, superior in 
dignity to all other liens, titles and claims on such real property, until paid, and that the Phase 4C Special 
Assessments may be collected as and when needed in an amount sufficient to pay the principal of and 
interest on the Phase 4C Bonds when due. ALTHOUGH THE LIEN AND THE PROCEEDS OF THE 
PHASE 4C SPECIAL ASSESSMENTS WILL SECURE THE PHASE 4C BONDS, AND SAID LIEN AND 
PROCEEDS OF THE PHASE 4C SPECIAL ASSESSMENTS ARE PLEDGED TO THE PHASE 4C BONDS, 
THE LIEN OF THE PHASE 4C SPECIAL ASSESSMENTS MAY BE ON THE SAME PROPERTY AS, AND 
THEREFOR OVERLAP AND BE CO-EQUAL WITH, THE LIENS IN FAVOR OF OTHER ASSESSMENTS 
AND/OR TAXES WHICH HAVE BEEN OR MAY BE IMPOSED BY THE DISTRICT, THE CITY, THE 
COUNTY OR OTHER UNITS OF LOCAL GOVERNMENT HAVING ASSESSMENT POWERS WITHIN 
THE DISTRICT. 

Collection and Enforcement of Assessments 

Anything in the Indenture to the contrary notwithstanding, the District shall not be required to 
employ the uniform method of collection provided by Sections 197.3631, 197.3632 and 197.3635, Florida 
Statutes (the “Uniform Method”), to collect the Phase 4C Special Assessments with respect to any tax parcel 
which has not been platted for its intended use and issued a separate tax parcel identification number prior 
to the date on which a tax roll is required to be certified to the Tax Collector. 

All Phase 4C Special Assessments that are collected directly by the District and not pursuant to the 
Uniform Method shall be due and payable by the landowner no later than thirty (30) days prior to each 
Interest Payment Date. Prior to platting, the Phase 4C Special Assessments levied on the unplatted acreage 
within the District will be collected directly by the District. After platting of the unplatted acreage within 
the District, the District will utilize the Uniform Method for the levy, collection and enforcement of the 
Phase 4C Special Assessments. 

The election to collect and enforce Phase 4C Special Assessments in any year pursuant to any one 
method shall not, to the extent permitted by law, preclude the District from electing to collect and enforce 
Phase 4C Special Assessments pursuant to any other method permitted by law in any subsequent year. 

The following is a description of certain statutory provisions for assessment payment, collection 
and enforcement procedures appearing in the Florida Statutes but is qualified in its entirety by reference 
to such Florida Statutes. 

When using the Uniform Method, the District must certify to the Tax Collector a non-ad valorem 
assessment roll by September 15 of each year. The Tax Collector will include on the tax notice issued 
pursuant to Section 197.3632, Florida Statutes, the dollar amount of the Phase 4C Special Assessments so 
certified. The District further intends to enter into a written agreement with the Osceola County Property 
Appraiser (the “Property Appraiser”) and Tax Collector in accordance with Section 197.3632(2), Florida 
Statutes, in order to permit the Phase 4C Special Assessments to be billed and collected by the Tax Collector 
pursuant to Section 197.3632, Florida Statutes. The term of such agreement is typically for one (1) year, 


automatically renewable for successive annual periods, but is subject to change. The Phase 4C Special 
Assessments may be subject to all the collection and enforcement provisions of Chapter 197, Florida 
Statutes. In the event the Uniform Method of collecting the Phase 4C Special Assessments is not available 
to the District in any year, or if determined by the District to be in its best interest, the Phase 4C Special 
Assessments may be collected as is otherwise permitted by law. 

The Uniform Method permits up to a four percent (4%) discount for early payment of Phase 4C 
Special Assessments. The Tax Collector and Property Appraiser each charge for billing and collecting the 
Phase 4C Special Assessments, estimated to be one percent (1.0%) for the Tax Collector and one percent 
(1.0%) for the Property Appraiser. 

The determination, order, levy and collection of the Phase 4C Special Assessments must be done 
in compliance with procedural requirements and guidelines provided by law. Failure by the District, the 
Tax Collector or the Property Appraiser to comply with such requirements could result in delays in the 
collection of, or the complete inability to collect, annual installments of Phase 4C Special Assessments 
during any year pursuant to the Uniform Method. Such delays in the collection of, or complete inability to 
collect, annual installments of Phase 4C Special Assessments pursuant to the Uniform Method or any other 
method could have a material adverse effect on the ability of the District to make full or punctual payment 
of debt service on the Phase 4C Bonds. To the extent that landowners fail to pay the Phase 4C 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 
Phase 4C Bonds. (See “BONDOWNERS’ RISKS” herein.) 

Special assessments such as the Phase 4C Special Assessments are a lien on the land against which 
they are assessed at the time the special assessment was levied until paid or barred by operation of law. 
Pursuant to the Act, the lien of the Phase 4C Special Assessments is of equal dignity with the liens for state 
and county taxes upon land, and thus is a first lien, superior to all other liens, including mortgages (except 
for state and county taxes and other taxes which are of equal dignity). The Tax Collector is to bill such 
taxes together with all other county taxes and the District’s special assessments, and landowners in the 
District are required to pay all such taxes and special assessments without preference in payment of any 
particular increment of the tax bill, such as the increment owing for the Phase 4C Special Assessments. 
Upon receipt by the Tax Collector of the Phase 4C Special Assessments, moneys therefrom will be deposited 
as provided in the Indenture. 

All municipal, county, school and special district taxes, special assessments and ad valorem taxes 
levied to pay principal of and interest on bonds, including the Phase 4C Special Assessments levied by the 
District to pay principal and interest on the Phase 4C Bonds, are payable at one (1) time, except for partial 
payment schedules as may be provided by Sections 197.374 and 197.222, Florida Statutes. Partial payments 
made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all 
taxing districts and levying authorities applicable to that account. A taxpayer cannot designate specific 
line items on his or her tax bill as deemed paid in full. In such cases, the Tax Collector does not accept such 
partial payment and the partial payment is returned to the taxpayer. Therefore, any failure to pay any one 
line item, whether it be the Phase 4C Special Assessments or not, would cause the Phase 4C Special 
Assessments collected by this method to not be collected, which would have a significant adverse effect on 
the ability of the District to make full or punctual payment of debt service on the Phase 4C Bonds. 

Florida law provides that, subject to certain conditions, special assessments such as the Phase 4C 
Special Assessments may be collected in the same manner as City and County ad valorem taxes. City and 


County ad valorem taxes for each year and non-ad valorem assessments billed by the Tax Collector are 
payable during the period commencing November 1 of such year and ending March 30 of the following 
year. If the amounts on the tax notice (including the annual installments of Phase 4C Special Assessments) 
are paid during the November following the billing or during the succeeding three (3) months, the taxpayer 
is granted a discount equal to four percent (4%) in November and decreasing one percent (1%) per month 
to one percent (1%) in February. All unpaid taxes become delinquent on April 1 of the year following the 
November in which they are billed. Commencing on April 1, delinquent real property taxes are subject to 
interest at the rate of eighteen percent (18%) per year, calculated monthly (one and one-half percent (1.5%) 
per month) from the date of delinquency until a tax certificate is sold, except that a minimum charge for 
delinquent taxes prior to the sale of a tax certificate is three percent (3%). A tax certificate does not bear 
interest during the 60-day period of time following the date of delinquency, except for the three percent 
(3%) mandatory charge. When issued, tax certificates will bear interest at the lowest interest rate bid (not 
to exceed 18% per annum). Delinquent taxes may be paid at any time before a tax certificate is sold by 
payment of all taxes, tax collector’s costs, advertising charges and interest as provided in Section 197.402, 
Florida Statutes. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this 
process. 

Pursuant to Section 197.374, Florida Statutes, taxpayers may elect to pay estimated taxes, including 
the Phase 4C Special Assessments, in quarterly payments on June 30, September 30, December 31 of the 
year levied and March 31 of the year following. 

Certain taxpayers that are entitled to claim homestead tax exemption under Section 196.031(1), 
Florida Statutes, may defer payment of a portion of the Phase 4C Special Assessments and interest 
accumulated on a tax certificate. The amount of ad valorem taxes and non-ad valorem assessments which 
may be deferred is limited to an amount which exceeds five percent (5%) of the applicant’s household 
income for the prior calendar year so long as the applicant is younger than sixty-five (65) years old and 
three percent (3%) if the applicant is sixty-five (65) years old or older; provided that applicants with a 
household income for the previous calendar year of less than $10,000, or less than the designated amount 
for the additional homestead exemption under Section 196.075, Florida Statutes, and the applicant is sixtyfive 
(65) years old or older, may defer the taxes and assessments in their entirety. 

Collection of delinquent taxes is, in essence, based upon the sale by the Tax Collector of “tax 
certificates” on the assessed parcel and the remittance to the District of the proceeds of such sale. In the 
event of a delinquency in the payment of taxes, the landowner may, prior to the sale of tax certificates, pay 
delinquent taxes plus an interest charge of up to eighteen percent (18%) per annum on the amount of 
delinquent taxes. If the landowner does not act, the Tax Collector is required to sell a tax certificate to the 
person who pays the taxes owing and interest and penalties thereon and certain costs, and who accepts the 
lowest interest rate (not to exceed eighteen percent (18%) per annum) to be borne by the certificate. If there 
are no bidders, the County is to hold, but not pay for, tax certificates with respect to the property, bearing 
interest at the maximum legal rate of interest. The County may sell such certificates to the public at any 
time at the principal amount thereof plus interest at the rate of not more than eighteen percent (18%) per 
annum and a fee. The demand for such certificates is dependent upon various factors which include the 
interest (and the rate thereof) which can be earned by ownership of such certificates and the value of the 
land which is the subject of such certificates (which may be subject to sale after two (2) years at the demand 
of the certificate holder). The underlying market value of the property in the District should determine the 
demand for such property and the expectation of successful collection of delinquent annual installments of 
Phase 4C Special Assessments thereon which are the source of payment of the Phase 4C Bonds. 


Any tax certificate in the hands of a person other than the County may be redeemed and canceled 
by anyone prior to the time a tax deed is issued or the property is placed on the list of lands available for 
sale. The person effecting such redemption must pay the face amount of the certificate and interest at the 
rate borne by the certificate plus costs and other charges. When a tax certificate is redeemed and the interest 
earned on the tax certificate is less than five percent (5%) of the face amount of the certificate, a mandatory 
minimum interest of an absolute five percent (5%) is levied upon the face value of the tax certificate. The 
person redeeming the tax certificate must pay the interest rate due on the certificate or the five percent (5%) 
mandatory minimum interest, whichever is greater. The mandatory minimum interest provision applies 
to all County-held tax certificates and all individual tax certificates except those with an interest rate bid of 
zero percent (0%). 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 below. 

The private holder of a tax certificate that has not been redeemed has seven (7) years from the date 
of issuance of the tax certificate in which to act against the property. After an initial period of two (2) years 
from April 1 of the year of issuance of the tax certificate has passed, during which time action against the 
land is held in abeyance to allow for sales and redemptions of tax sales certificates, such holders may apply 
for a tax deed. The applicant is required to pay the Tax Collector all amounts required to redeem all other 
outstanding tax certificates covering the land, any omitted taxes or delinquent taxes, current taxes, if due, 
and interest. Thereafter, the property is advertised for public sale. 

In any such public sale by the Clerk of the Court of the County (the “Clerk”), 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, and charges for cost of sale, redemption of 
other tax sales certificates on the land, and the amounts paid by such holder in applying for the tax deed, 
plus interest thereon. In the case of homestead property, the minimum bid must include, in addition to the 
amount of money required for the opening bid on non-homestead property, an amount equal to one-half 
of the assessed value of the homestead. If there are no higher bids, the holder receives title to the land, and 
the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. 
If there are other bidders, 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 sale certificate (and all other amounts paid 
by such person in applying for a tax deed) are forwarded to the holder thereof or credited to such holder if 
he or she is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against 
the property and then to the former title holder of the property (less service charges), lien holders of record, 
mortgagees of record, vendees of recorded contracts for deeds, other lien holders and persons to whom the 
land was assessed on the tax roll for the year in which the land was last assessed, all as their interests may 
appear. 

If the County holds a tax certificate valued at $5,000 or more, and has not succeeded in selling it, 
the County may apply for a tax deed after the County’s ownership of such certificate for two (2) years. The 
County pays costs and fees to the Tax Collector but not any amount to redeem other outstanding certificates 
covering the land. The public bidding on non-homestead property must start at a minimum bid equal to 
the value of all outstanding certificates, plus omitted years’ taxes, delinquent taxes, interest and all costs 
and fees paid by the County. The minimum bid on homestead property must also include an amount equal 
to one-half of the latest assessed value of the homestead. If there are no bidders, the County may purchase 
the land for the opening minimum bid. After ninety (90) days, any person or governmental unit may 
purchase the land without further notice or advertising by paying the opening minimum bid to the County. 


Taxes and any non-ad valorem special assessments accruing after the date of public sale do not require 
repetition of this process, but are added to the required minimum bid. Three (3) years after the date of 
public sale, unsold lands escheat to the County and all tax certificates and liens against the property will 
be canceled and the Clerk will execute a tax deed vesting title in the County. 

Neither the District nor the Underwriter can give any assurance to the owners of the Phase 4C 
Bonds (1) that the past experience of the County, the Tax Collector and/or the Property Appraiser, with 
regard to tax and special assessment delinquencies is applicable in any way to the Phase 4C Special 
Assessments, (2) that future landowners and taxpayers in the District will pay such Phase 4C Special 
Assessments, (3) that a market will exist in the future for the aforementioned tax certificates in the event of 
sale of such certificates for taxable units within the District, or (4) that 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 
Indenture to discharge the lien of Phase 4C Special Assessments and all other liens that are coequal 
therewith. 

Collection Through Lien Foreclosure 

After platting, it is anticipated the Phase 4C Special Assessments for the Phase 4C Bonds will be 
collected using the Uniform Method as referred to above. It is anticipated that Phase 4C Special 
Assessments on lands which have not yet been platted will be collected by the District directly, rather than 
using the Uniform Method. The District has covenanted in the Indenture to assess, levy, collect or cause to 
be collected and enforce the payment of Phase 4C Special Assessments in the manner prescribed by the 
Indenture and all resolutions, ordinances or laws thereunto appertaining and pay or cause to be paid to the 
Trustee the proceeds of Phase 4C Special Assessments for deposit in the Phase 4C Revenue Account, as 
received. The following discussion regarding foreclosure is not applicable to the Phase 4C Special 
Assessments collected pursuant to the Uniform Method. 

Section 170.10, Florida Statutes provides that upon the failure of any property owner to pay all or 
any part of the principal of a special assessment or the interest thereon, when due, the governing body of 
the entity levying the assessment is authorized to commence legal proceedings for the enforcement of the 
payment thereof, including commencement of an action in chancery, commencement of a foreclosure 
proceeding in the same manner as the foreclosure of a real estate mortgage, or commencement of an action 
under Chapter 173, Florida Statutes, relating to foreclosure of municipal tax and special assessment liens. 
Such a proceeding is in rem, meaning it is brought against the land and not against the owner. There is a 
one-year tolling provision required before the District may commence a foreclosure action under Chapter 
173, Florida Statutes. 

THERE CAN BE NO ASSURANCE THAT ANY SALE, PARTICULARLY A SALE OF 
UNPLATTED LANDS, OF LAND SUBJECT TO DELINQUENT ASSESSMENTS WILL PRODUCE 
PROCEEDS SUFFICIENT TO PAY THE FULL AMOUNT OF SUCH DELINQUENT ASSESSMENTS PLUS 
OTHER DELINQUENT TAXES AND ASSESSMENTS APPLICABLE THERETO. ANY SUCH 
DEFICIENCY COULD RESULT IN THE INABILITY OF THE DISTRICT TO REPAY, IN FULL, THE 
PRINCIPAL OF AND INTEREST ON THE PHASE 4C BONDS. 

Enforcement of the obligation to pay Phase 4C Special Assessments and the ability to foreclose the 
lien created by the failure to pay Phase 4C Special Assessments, or the ability of the Tax Collector to sell 
tax certificates and ultimately tax deeds, may not be readily available or may be limited as such 
enforcement is dependent upon judicial actions which are often subject to discretion and delay. 


ESTIMATED SOURCES AND USES OF THE PHASE 4C BOND PROCEEDS 

Sources: 

 

 

 

 

Par Amount of Phase 4C Bonds 

 

$ 

 

[Plus/Minus] Original Issue [Premium/Discount] 

 

 

 

 

Total Sources 

 

$ 

Uses: 

 

 

 

 

Deposit to Phase 4C Project Account 

 

$ 

 

Deposit to Phase 4C Capitalized Interest Account* 

 

 

 

Deposit to Phase 4C Reserve Account 

 

 

 

Deposit to Phase 4C Costs of Issuance Account 

 

 

 

Underwriter’s Discount 

 

 

 

 

Total Uses 

 

$ 



_______________ 

* Capitalized interest will be funded through November 1, 2024. 

 

 

[Remainder of page intentionally left blank] 


The following table sets forth the scheduled debt service on the Phase 4C Bonds: 

DEBT SERVICE REQUIREMENTS 

Period Ending 
November 1, 

 
Principal 

 

Interest 

Total 
Debt Service 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL 

$ 

$ 

$ 



 


BONDOWNERS’ RISKS 

There are certain risks inherent in an investment in bonds secured by special assessments issued 
by a public authority or governmental body in the State. Certain of such risks are associated with the Phase 
4C Bonds offered hereby and are set forth below. This section does not purport to summarize all risks that 
may be associated with purchasing or owning the Phase 4C Bonds and prospective purchasers are advised 
to read this Limited Offering Memorandum, including all appendices hereto, in its entirety to identify 
investment considerations relating to the Phase 4C Bonds. Prospective investors in the Phase 4C 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 Phase 4C Bonds and have the ability to bear the economic risks 
of such prospective investment, including a complete loss of such investment. 

Limited Pledge 

The principal security for the payment of the principal of and interest on the Phase 4C Bonds is the 
timely collection of the Phase 4C Special Assessments. Recourse for the failure of any landowner to pay 
the Phase 4C Special Assessments, or otherwise fail to comply with its obligations, is limited to the 
collection proceedings against the land, which proceedings differ depending on whether the Phase 4C 
Special Assessments are being collected pursuant to the Uniform Method or directly by the District. The 
Phase 4C Special Assessments do not constitute a personal indebtedness of the landowners, but are secured 
only by a lien on the land in Assessment Area Six. The District has not granted, and may not grant under 
Florida law, a mortgage or security interest on any land subject to the Phase 4C Special Assessments. 
Furthermore, the District has not pledged the revenues, if any, from the operation of any portion of the 
Phase 4C Project as security for, or a source of payment of, the Phase 4C Bonds. The Developer is not a 
guarantor of payment of any Phase 4C Special Assessments and the recourse for the Developer’s failure to 
pay the Phase 4C Special Assessments on any land owned by the Developer in Assessment Area Six, like 
any landowner, is limited to the collection proceedings against such land. Several mortgage lenders have 
in the past, raised legal challenges to the primacy of liens similar to those of the Phase 4C Special 
Assessments in relation to the liens of mortgages burdening the same real property. There can be no 
assurance that mortgage lenders will not challenge the priority of the lien status of the Phase 4C Special 
Assessments in the event that actions are taken to foreclose on any property in Assessment Area Six. 

Bankruptcy and Related Risks 

The various legal opinions to be delivered concurrently with the delivery of the Phase 4C 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. Under existing constitutional and 
statutory law and judicial decisions, in the event of the institution of bankruptcy or similar proceedings 
with respect to any landowner including the Developer, if applicable, the remedies specified by federal, 
state and local law and in the Indenture and the Phase 4C Bonds, including, without limitation, 
enforcement of the obligation to pay the Phase 4C Special Assessments may not be readily available or may 
be limited. Bankruptcy can also affect the ability of (1) any landowner being able to pay the Phase 4C 
Special Assessments, (2) the Tax Collector being able to sell tax certificates related to land owned by a 
landowner in bankruptcy, to the extent the Uniform Method is being utilized for collecting the Phase 4C 
Special Assessments, (3) the inability of the District to foreclose the lien of the Phase 4C Special Assessments 
not being collected by the Uniform Method, and (4) the ability of the Developer to complete the Phase 4C 
Project. Any such adverse effect, either partially or fully, on the ability to enforce such remedies could have 


a material adverse effect on the District’s ability to make the full or punctual payment of debt service on 
the Phase 4C Bonds. 

Delay and Discretion Regarding Remedies 

The remedies available to the owners of the Phase 4C Bonds are in many respects dependent upon 
judicial actions which are often subject to discretion and delay. In addition to legal delays that could result 
from bankruptcy, the ability of the District to enforce collection of Delinquent Assessments will be 
dependent upon various factors, including the delay inherent in any judicial proceeding and the value of 
the land which is the subject of such proceedings and which may be subject to sale. In addition, if the 
District commences a foreclosure action against a landowner for nonpayment of Phase 4C Special 
Assessments, such landowner might raise affirmative defenses to such foreclosure action, which 
affirmative defenses could result in delays in completing the foreclosure action. 

Limitation on Funds Available to Exercise Remedies 

In the event of a default by a landowner in payment of Phase 4C Special Assessments, if the Phase 
4C Special Assessments are not collected under the Uniform Method, a foreclosure may be commenced to 
collect the delinquent Phase 4C Special Assessments. It is possible that there will not be sufficient funds to 
pay for the foreclosure and/or that funds on deposit under the Indenture may be used to pay such costs. 
Under the Code (hereinafter defined), there are limitations on the amount of the Phase 4C Bond proceeds 
that can be used for such purposes. As a result, there may be insufficient funds for the exercise of remedies. 

Determination of Land Value upon Default 

To the extent that any portion of the Phase 4C Special Assessments are being collected by the 
Uniform Method, the ability of the Tax Collector to sell tax certificates, and to the extent that any portion 
of the Phase 4C Special Assessments are not being collected by the Uniform Method, the ability of the 
District to sell land upon foreclosure, both will be dependent upon various factors, including the interest 
rate which can be earned by ownership of such certificates and the value of the land which is the subject of 
such certificates and which may be subject to sale at the demand of the certificate holder after two (2) years. 
The determination of the benefits to be received by the benefitted land within the District as a result of 
implementation and development of the Phase 4C Project is not indicative of the realizable or market value 
of the land, which value may actually be higher or lower than the assessment of benefits. In other words, 
the value of the land could potentially be ultimately less than the debt secured by the Phase 4C Special 
Assessments associated with it. To the extent that the realizable or market value of the land is lower than 
the assessment of benefits, the ability of the Tax Collector to sell tax certificates relating to such land, or the 
District to sell such land upon foreclosure, may be adversely affected. Such adverse effect could render the 
District unable to collect Delinquent Assessments, if any, and could negatively impact the ability of the 
District to make the full or punctual payment of debt service on the Phase 4C Bonds. 

Landowner Challenge of Assessed Valuation 

State law provides both administrative and judicial procedures whereby a taxpayer may contest 
the assessed valuation of his or her property determined by the Property Appraiser. If the individual 
property owner believes that his or her property has not been appraised at just value, the owner may (i) 
request an informal conference with the Property Appraiser to resolve the issue, (ii) file a petition with the 
clerk of the county value adjustment board, or (iii) appeal to the Circuit Court within sixty (60) days of the 


certification for collection of the tax roll or within sixty (60) days of the issuance of a final decision by the 
value adjustment board. A petitioner before the value adjustment board who challenges the assessed value 
of property must pay all non-ad valorem assessments and make a partial payment of at least seventy-five 
percent (75%) of the ad valorem taxes, less any applicable discount, before the taxes become delinquent. 
Before any judicial action to contest a tax assessment may be brought, the taxpayer shall pay to the tax 
collector not less than the amount of the tax which the taxpayer admits in good faith to be owing. During 
any such proceeding, all procedures for the collection of the unpaid taxes are suspended until the petition 
or suit is resolved. This could result in a delay in the collection of the Phase 4C Special Assessments which 
could have a material adverse effect upon the ability of the District to make full or punctual payment of the 
Debt Service on the Phase 4C Bonds. 

Failure to Comply with Assessment Proceedings 

The District is required to comply with statutory procedures in levying the Phase 4C Special 
Assessments. Failure of the District to follow these procedures could result in the Phase 4C Special 
Assessments not being levied or potential future challenges to such levy. 

Other Taxes 

The willingness and/or ability of a landowner within Assessment Area Six to pay the Phase 4C 
Special Assessments could be affected by the existence of other taxes and assessments imposed upon the 
property. Public entities whose boundaries overlap those of the District, such as a county, a school board, 
a municipality and other special districts, could, without the consent of the owners of the land within 
Assessment Area Six, impose additional taxes or assessments on the property within Assessment Area Six. 
County, municipal, school and special district taxes and assessments, including the Phase 4C Special 
Assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on bonds are 
payable at the same time when collected under the Uniform Method, except for partial payment schedules 
as may be provided by Sections 197.374 and 197.222, Florida Statutes. Partial payments made pursuant to 
Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all taxing districts and 
levying authorities applicable to that account. If a taxpayer does not make complete payment, the taxpayer 
cannot designate specific line items on the tax bill as deemed paid in full. Therefore, any failure by a 
landowner to pay any one line item, whether or not it is the Phase 4C Special Assessments, would result in 
such landowner’s assessments to not be collected to that extent, which could have a significant adverse 
impact on the District’s ability to make full or punctual payment of debt service on the Phase 4C Bonds. 

The District may also impose additional assessments which could encumber the property 
burdened by the Phase 4C Special Assessments. The District anticipates imposing operation and 
maintenance assessments encumbering the same property encumbered by the Phase 4C Special 
Assessments. In addition, lands within the District may also be subject to assessments by property and 
homeowner associations. 

Inadequacy of Reserve 

Some of the risk factors described herein, if materialized, could result in a delay in the collection of 
the Phase 4C Special Assessments or a failure to collect the Phase 4C Special Assessments, but may not 
affect the timely payment of debt service on the Phase 4C Bonds because of the Phase 4C Reserve Account 
established by the District for the Phase 4C Bonds. However, the ability of the District to fund deficiencies 
caused by delinquent or delayed Phase 4C Special Assessments is dependent upon the amount, duration 


and frequency of such deficiencies or delays. If the District has difficulty in collecting the Phase 4C Special 
Assessments, the Phase 4C Reserve Account could be rapidly depleted and the ability of the District to pay 
debt service could be materially adversely affected. Owners should note that although the Indenture 
contains the Phase 4C Reserve Account Requirement for the Phase 4C Reserve Account, and a 
corresponding obligation on the part of the District to replenish the Phase 4C Reserve Account to the Phase 
4C Reserve Account Requirement, the District does not have a designated revenue source for replenishing 
the Phase 4C Reserve Account. Moreover, the District will not be permitted to re-assess real property then 
burdened by the Phase 4C Special Assessments in order to provide for the replenishment of the Phase 4C 
Reserve Account. 

Moneys on deposit in the Phase 4C 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 available in the Phase 4C Reserve Account to make up deficiencies or delays in collection 
of Phase 4C Special Assessments. 

Economic Conditions 

The proposed development of Assessment Area Six and Tohoqua may be affected by changes in 
general economic conditions, fluctuations in the real estate market and other factors beyond the control of 
the landowners or the District. Although the Developer expects to continue to develop lots in Assessment 
Area Six, build homes and sell homes to end users, there can be no assurance that such sales will occur or 
be realized in the manner currently anticipated. Moreover, the Developer has the right to modify or change 
the plan for development of Assessment Area Six, from time to time, including in each case, 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, which could include 
Assessment Area Six. The Developer and other affiliates of the Developer, have and are developing other 
residential communities within Tohoqua and in other market areas, and may prioritize the development 
and sales of residential units among their various other developments, from time to time, and make no 
representation or agreement to prioritize development and sales within Tohoqua. 

Concentration of Land Ownership in Developer 

Until further development and home sales take place in Assessment Area Six, payment of the Phase 
4C Special Assessments is dependent upon their timely payment by the Developer. At closing of the sale 
of the Phase 4C Bonds it is expected that the lands within Assessment Area Six will continue to be owned 
either directly or indirectly by the Developer. In the event of the institution of bankruptcy or similar 
proceedings with respect to the Developer or any other subsequent significant owner of property within 
Assessment Area Six, delays could most likely occur in the payment of debt service on the Phase 4C Bonds 
and the completion of the Phase 4C Project not funded with proceeds of the Phase 4C Bonds. Such 
bankruptcy could negatively impact the ability of: (i) the Developer or any other landowner being able to 
pay the Phase 4C Special Assessments and the Developer to complete the Phase 4C Project; (ii) the Tax 
Collector to sell tax certificates in relation to such property with respect to the Phase 4C Special Assessments 
being collected pursuant to the Uniform Method; and (iii) the District to foreclose the lien of any Phase 4C 
Special Assessments not being collected pursuant to the Uniform Method. The Phase 4C Special 
Assessments levied on unplatted lands will be collected directly by the District and not via the Uniform 
Method unless the Board determines that such method of collection is not in the best interest of the District 


or unless, in an Event of Default, the Majority Owners direct the District as to the collection method for the 
Phase 4C Special Assessments, so long as such method complies with Florida law. 

Undeveloped Land 

Assessment Area Six is not fully developed. The ultimate successful development of the acreage 
in Assessment Area Six depends on several factors discussed herein. There is no assurance that the 
Developer and other landowners will be successful in developing part or all of the undeveloped acreage. 

Change in Development Plans 

The Developer has the right to modify or change plans for development of property within 
Assessment Area Six and the Master Landowner has the right to modify or change plans for development 
of property within Tohoqua, 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. The Master Landowner 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. 

Bulk Sale of Land in Assessment Area Six 

The Developer may make bulk sales of all or a portion of the lands owned by it within Assessment 
Area Six at any time. Bulk sale agreements may be canceled or amended, without the consent of the District 
or any other party. Such changes could affect the purchase price of, delivery timing and/or development 
of lots within Assessment Area Six that is otherwise described herein. 

Completion of Phase 4C Project 

The Phase 4C Bond proceeds will not be sufficient to finance the completion of the Phase 4C Project. 
The portions of the Phase 4C Project not funded with proceeds of the Phase 4C Bonds are expected to be 
funded by the Developer. There is no assurance that the Developer will be able to pay for the cost of any 
of these improvements. The Developer will not enter into a completion agreement with respect to any 
portions of the Phase 4C Project not funded with the proceeds of the Phase 4C Bonds. Upon issuance of 
the Phase 4C Bonds, the Developer will execute and deliver to the District the Assignment Agreement, 
pursuant to which the Developer will collaterally assign to the District, to the extent assignable and to the 
extent that they are solely owned or controlled by the Developer, all of its development rights relating to 
the Phase 4C Project and Assessment Area Six as security for the Developer’s payment and performance 
and discharge of its obligation to pay the Phase 4C Special Assessments. However, there can be no 
assurance, that the District will have sufficient moneys on hand to complete the Phase 4C Project or that 
the District will be able to raise through the issuance of bonds, or otherwise, the moneys necessary to 
complete the Phase 4C Project. See “ASSESSMENT AREA SIX– Land Acquisition/Development Financing” 
and “SECURITY FOR AND SOURCE OF PAYMENT OF THE PHASE 4C BONDS – Agreement for 
Assignment of Development Rights” herein. 

Undeveloped or partially developed land is inherently less valuable than developed land and 
provides less security to the owners of the Phase 4C Bonds should it be necessary to institute proceedings 
due to the nonpayment of the Phase 4C Special Assessments. Failure to complete or substantial delays in 
the completion of the Phase 4C Project due to litigation or other causes may reduce the value of the lands 
in the District and increase the length of time during which the Phase 4C Special Assessments will be 
payable from undeveloped property and may affect the willingness and ability of the landowners to pay 


the Phase 4C Special Assessments when due and likewise the ability of the District to make full or punctual 
payment of debt service on the Phase 4C Bonds. 

Other than Bonds issued to refund the then Outstanding Phase 4C Bonds, the issuance of which 
results in net present value savings, the District has agreed in the Indenture that it shall not, while any 
Phase 4C Bonds are Outstanding, issue or incur any debt payable in whole or in part from the Phase 4C 
Pledged Revenues. The District further covenants and agrees that so long as the Phase 4C Bonds are 
Outstanding, it will not impose Special Assessments for capital projects on any lands subject to the Phase 
4C Special Assessments, without the written consent of the Majority Owners, unless the Phase 4C Special 
Assessments have been Substantially Absorbed, in which case, the District may impose such Special 
Assessments without the consent of the Majority Owners. Notwithstanding the prior sentence, the 
foregoing shall not preclude the imposition of capital Special Assessments on property subject to the Phase 
4C Special Assessments which are necessary, as determined by the District, for health, safety or welfare 
reasons or to remediate a natural disaster or Operation and Maintenance Assessments. 

Regulatory and Environmental Risks 

The District Lands are 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. 

The value of the land within the District, the ability to complete the Phase 4C Project or the CIP, or 
to develop Tohoqua and the likelihood of timely payment of debt service on the Phase 4C Bonds could be 
affected by environmental factors with respect to the lands in the District, such as contamination by 
hazardous materials. 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 of the 
District Lands. 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. 

District May Not be Able to Obtain Permits 

In connection with a foreclosure of the lien of the assessments prior to completion of development, 
the Circuit Court in and for Lake County, Florida concluded that a community development district had 
no right, title or interest in any permits and approvals owned by the owner of the parcels so foreclosed. As 
discussed above, the District and the Developer will enter into the Assignment Agreement upon issuance 
of the Phase 4C Bonds in which the Developer collaterally assigns to the District all of their respective 
development rights and contract rights relating to the Phase 4C Project and Assessment Area Six. 
Notwithstanding the foregoing, in the event that the District forecloses on the property subject to the lien 
of the Phase 4C Special Assessments, to enforce payment thereof, the District may not have the right, title 
or interest in the permits and approvals owned by the Developer and failure to obtain any such permits or 
approvals in a timely manner could delay or adversely affect the completion of the Phase 4C Project. 


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 assurance 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 Phase 
4C Bonds. 

Infectious Viruses and/or Diseases 

A novel coronavirus outbreak first identified in 2019 as causing coronavirus disease 2019 (“COVID- 
19”) was characterized by the World Health Organization on March 11, 2020, as a pandemic. Responses to 
COVID-19 varied at the local, state and national levels. In reaction to the pandemic declaration a variety 
of federal agencies, along with state and local governments, implemented efforts designed to limit the 
spread of COVID-19. Since the pandemic declaration, COVID-19 has negatively affected travel, commerce, 
and financial markets globally, including supply chain, inflation, and labor shortage issues, and could 
continue to have a lingering negative affect on economic growth and financial markets worldwide, 
including within the State. Although the World Health Organization no longer considers COVID-19 to be 
a global public health emergency, how long the foregoing negative impacts will last cannot be determined 
at this time; however, these negative impacts could reduce property values, slow or cease development 
and sales within Tohoqua and/or otherwise have a negative financial impact on the Developer or 
subsequent landowners. While the foregoing describes certain risks related to the recent outbreak of 
COVID-19, the same risks may be associated with any contagious epidemic, pandemic or disease. 

Damage to Lands and Infrastructure in the District from Natural Disasters 

The value of the lands subject to the Phase 4C Special Assessments, the completion of the Phase 4C 
Project, and the completion and sales of homes within Assessment Area Six could be adversely affected 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 the development and 
construction of the Phase 4C Project or cause disruptions to the supply chain and insurance market for 
contractors and home buyers. The occurrence of any such events could materially adversely affect the 
District’s ability to collect Phase 4C Special Assessments and pay debt service on the Phase 4C Bonds. The 
Phase 4C Bonds are not insured and the District’s casualty insurance policies do not insure against losses 
incurred on private lands within its boundaries. 

Limited Secondary Market 

The Phase 4C Bonds may not constitute a liquid investment, and there is no assurance that a liquid 
secondary market will exist for the Phase 4C Bonds in the event an owner thereof determines to solicit 
purchasers of the Phase 4C Bonds. Even if a liquid secondary market exists, there can be no assurance as 
to the price for which the Phase 4C Bonds may be sold. Such price may be lower than that paid by the 
current owner of the Phase 4C Bonds, depending on the progress of the Phase 4C Project and the 
development of Tohoqua, existing market conditions and other factors. 


Interest Rate Risk; No Rate Adjustment for Taxability 

The interest rate borne by the Phase 4C Bonds is, in general, higher than interest rates borne by 
other bonds of political subdivisions that do not involve the same degree of risk as investment in the Phase 
4C Bonds. These higher interest rates are intended to compensate investors in the Phase 4C Bonds for the 
risk inherent in the purchase of the Phase 4C Bonds. However, such higher interest rates, in and of 
themselves, increase the amount of Phase 4C Special Assessments that the District must levy in order to 
provide for payment of debt service on the Phase 4C Bonds, and, in turn, may increase the burden of 
landowners within the District, thereby possibly increasing the likelihood of non-payment or delinquency 
in payment of such Phase 4C Special Assessments. 

The Indenture does not contain an adjustment of the interest rate on the Phase 4C Bonds in the 
event of a determination of taxability of the interest thereon. Such a change could occur as a result of the 
District’s failure to comply with tax covenants contained in the Indenture or the tax certificate signed by 
the District upon issuance of the Phase 4C Bonds or due to a change in the United States income tax laws. 
Should interest on the Phase 4C Bonds become includable in gross income for federal income tax purposes, 
owners of the Phase 4C Bonds will be required to pay income taxes on the interest received on such Phase 
4C Bonds and related penalties. Because the interest rate on such Phase 4C Bonds will not be adequate to 
compensate owners of the Phase 4C Bonds for the income taxes due on such interest, the value of the Phase 
4C Bonds may decline. Prospective purchasers of the Phase 4C Bonds should evaluate whether they can 
own the Phase 4C Bonds in the event that the interest on the Phase 4C 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. 

IRS Audit and Examination Risk 

The Internal Revenue Service (the “IRS”) routinely examines bonds issued by state and local 
governments, including bonds issued by community development districts. There is no assurance that an 
audit by the IRS of the Phase 4C 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 Phase 4C Bonds are advised that, 
if the IRS does audit the Phase 4C 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 Phase 4C Bonds may have 
limited rights to participate in such procedure. The commencement of such an audit could adversely 
affect the market value and liquidity of the Phase 4C 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 taxexempt 
status of interest on the Phase 4C 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. An 
adverse determination by the IRS with respect to the tax-exempt status of interest on the Phase 4C Bonds 
may adversely impact any secondary market for the Phase 4C Bonds, and, if a secondary market exists, 
will likely adversely impact the price for which the Phase 4C Bonds may be sold. 

 Owners of the Phase 4C Bonds are advised to consult with their own tax advisors regarding their rights (if any) 
with respect to such audit. 

It has been reported that the IRS has closed audits of other community development districts in 
Florida with no change to such districts’ bonds’ tax exempt status, but has advised such districts that such 
districts must have public electors within the timeframe established by 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 (6) 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 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. 

Florida Village Center CDD TAM 

In 2016, the IRS concluded its lengthy examination of certain issues of bonds (for purposes of this 
paragraph, 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 Agency 
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. 

Legislative Proposals and State Tax Reform 

During recent years, legislative proposals have been introduced in Congress, and in some cases 
enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are 
similar to the Phase 4C Bonds. In some cases, these proposals have contained provisions that altered these 
consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the 
market value of obligations similar to the Phase 4C Bonds. From time to time, legislative proposals are 
pending which could have an effect on both the federal tax consequences resulting from ownership of the 
Phase 4C Bonds and their market value. No assurance can be given that legislative proposals will not be 
enacted that would apply to, or have an adverse effect upon, the Phase 4C Bonds. In addition, the IRS may, 
in the future, issue rulings that have the effect of changing the interpretation of existing tax laws. For 
example, in connection with federal deficit reduction, job creation and tax law reform efforts, proposals 
have been made and others are likely to be made that could significantly reduce the benefit of, or otherwise 


affect, the exclusion from gross income of interest on obligations like the Phase 4C Bonds. There can be no 
assurance that any such legislation or proposal will be enacted, and if enacted, what form it may take. The 
introduction or enactment of any such legislative proposals may affect, perhaps significantly, the market 
price for or marketability of the Phase 4C Bonds. 

It is impossible to predict what new proposals may be presented regarding ad valorem 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 of the State of Florida, and, if adopted, the form thereof. It 
is impossible to predict with certainty the impact that any pending or future legislation will or may have 
on the security for the Phase 4C Bonds. 

Loss of Exemption from Securities Registration 

Since the Phase 4C Bonds have not been, and will not be, registered under the Securities Act, or 
any state securities laws, because of the exemption for political subdivisions and regardless of any potential 
IRS determination that the District is not a political subdivision for purposes of the Code, it is possible that 
federal or state regulatory authorities could independently determine that the District is not a political 
subdivision for purposes of the federal and state securities laws. Accordingly, the District and purchasers 
of the Phase 4C Bonds may not be able to rely on the exemption from registration relating to securities 
issued by political subdivisions. In that event, the owners of the Phase 4C Bonds would need to ensure 
that subsequent transfers of the Phase 4C Bonds are made pursuant to a transaction that is not subject to 
the registration requirements of the Securities Act. 

Performance of District Professionals 

The District has represented to the Underwriter that it has selected its District Manager, District 
Counsel, Consulting Engineer, Assessment Consultant, Trustee and other professionals with the 
appropriate due diligence and care. While the foregoing professionals have each represented that they 
have the respective requisite experience to accurately and timely perform the duties assigned to them in 
such roles, the District does not guarantee the performance of such professionals. 

Mortgage Default and FDIC 

In the event a bank forecloses on a property in Assessment Area Six because of a default on a 
mortgage with respect thereto 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 Phase 4C Special Assessments. In 
addition, the District would be required to obtain the consent of the FDIC prior to commencing a 
foreclosure action on such property for failure to pay Phase 4C Special Assessments. 

The risks described under this “BONDOWNERS’ RISKS” section does not purport to summarize 
all risks that may be associated with purchasing or owning the Phase 4C Bonds and prospective purchasers 
are advised to read this Limited Offering Memorandum in its entirety, and to ask questions of 
representatives of the District to obtain a more complete description of investment considerations relating 
to the Phase 4C Bonds. 


TAX MATTERS 

General 

The Internal Revenue Code of 1986, as amended (the “Code”) establishes certain requirements 
which must be met subsequent to the issuance and delivery of the Phase 4C Bonds for interest thereon to 
be and remain excluded from gross income for federal income tax purposes. Noncompliance with such 
requirements could cause the interest on the Phase 4C Bonds to be included in gross income for federal 
income tax purposes retroactive to the date of issue of the Phase 4C Bonds. The District has covenanted in 
the Indenture to comply with each such requirement. 

In the opinion of Akerman LLP, Bond Counsel, the proposed form of which is included as 
APPENDIX D hereto, assuming continuing compliance with certain covenants by the District and the 
accuracy of certain representations of the District, under existing statutes, regulations, published rulings, 
and judicial decisions, interest on the Phase 4C Bonds is excludable from gross income for federal income 
tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax; 
however, such interest is taken into account in determining the “adjusted financial statement income” (as 
defined in Section 56A of the Code) of “applicable corporations” (as defined in Section 59 of the Code) for 
the purposes of computing the alternative minimum tax imposed on such corporations for tax years 
beginning after December 31, 2022. 

The opinion on federal tax matters will be based on and will assume the accuracy of certain 
representations and certifications 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 
Phase 4C Bonds are and will remain obligations the interest on which is excluded from gross income for 
federal income tax purposes. Bond Counsel will not independently verify the accuracy of these 
certifications and representations. 

Bond Counsel’s opinions are based on existing law, which is subject to change. Moreover, Bond 
Counsel’s opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue 
Service (“IRS”) or the courts; rather, such opinions represent Bond Counsel’s professional judgment based 
on its review of existing law, and in reliance on the representations and covenants that it deems relevant to 
such opinions. 

The IRS has established an on-going program to audit tax-exempt obligations to determine 
whether interest on such obligations is includible in gross income for federal income tax purposes. Bond 
Counsel cannot predict whether the IRS will commence an audit of the Phase 4C Bonds. Owners of the 
Phase 4C Bonds are advised that, if the IRS does audit the Phase 4C Bonds, under current IRS procedures, 
at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the owners of 
the Phase 4C Bonds may have limited rights to participate in such procedure. The commencement of an 
audit could adversely affect the market value and liquidity of the Phase 4C Bonds until the audit is 
concluded, regardless of the ultimate outcome. 

Collateral Tax Consequences 

Prospective purchasers of the Phase 4C Bonds should be aware that ownership of, accrual or receipt 
of interest on or disposition of tax-exempt obligations, such as the Phase 4C Bonds, may have additional 
federal income tax consequences for certain taxpayers, including, without limitation, recipients of certain 


Social Security and certain Railroad Retirement benefits, taxpayers that may be deemed to have incurred 
or continued indebtedness to purchase or carry tax-exempt obligations, and certain S corporations. 

Bond Counsel expresses no opinion regarding any federal tax consequences other than its opinion 
with regard to the exclusion of interest on the Phase 4C Bonds from gross income pursuant to Section 103 
of the Code and the treatment of interest for purposes of the federal alternative minimum tax. Prospective 
purchasers of the Phase 4C Bonds should consult their tax advisors with respect to all other tax 
consequences (including, but not limited to, those listed above) of holding the Phase 4C Bonds. Prospective 
purchasers of the Phase 4C 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. 

Other Tax Matters 

In the opinion of Bond Counsel, interest on the Phase 4C Bonds is exempt from taxation under the 
existing laws of the State of Florida, except as to estate taxes and taxes imposed under Chapter 220, Florida 
Statutes, on interest, income or profits on debt obligations owned by corporations, as defined in said 
Chapter 220, Florida Statutes. 

Interest on the Phase 4C Bonds may be subject to state or local income taxation under applicable 
state or local laws in other jurisdictions. Purchasers of the Phase 4C Bonds should consult their tax advisors 
as to the income tax status of interest on the Phase 4C Bonds, in their particular state or local jurisdictions. 

During recent years, legislative proposals have been introduced in Congress, and in some cases 
enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are 
similar to the Phase 4C Bonds. In some cases these proposals have contained provisions that altered these 
consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the 
market value of obligations similar in nature to the Phase 4C Bonds. From time to time, legislative 
proposals may be introduced which could have an effect on both the federal tax consequences resulting 
from the ownership of the Phase 4C Bonds and their market value. No assurance can be given that any 
such legislative proposals, if enacted, would not apply to, or would not have an adverse effect upon, the 
Phase 4C Bonds. Prospective purchasers of the Phase 4C Bonds should consult their tax advisors as to the 
impact of any pending or proposed legislation. Bond Counsel has not undertaken to advise in the future 
whether any events after the date of issuance of the Phase 4C Bonds may affect the tax status of interest on 
the Phase 4C Bonds. 

Original Issue Discount 

Under the Code, the difference between the maturity amount of the Phase 4C Bonds maturing on 
_________ 1, ____ (the “Discount Bonds”), and the initial offering price to the public, excluding bond 
houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, 
at which price a substantial amount of the Discount Bonds of the same maturity and, if applicable, interest 
rate, was sold is “original issue discount.” For federal income tax purposes, original issue discount will 
accrue over the term of the Discount Bonds at a constant interest rate compounded on each interest 
payment date (or over a shorter permitted compounding interval selected by the Owner). A purchaser 
who acquires the Discount Bonds in the initial offering at a price equal to the initial offering price thereof 
to the public will be treated as receiving an amount of interest excludable from gross income for federal 
income tax purposes equal to the original issue discount accruing during the period he or she holds the 
Discount Bonds subject to the same considerations discussed above and will increase his or her adjusted 


basis in the Discount Bonds by the amount of such accruing discount for purposes of determining taxable 
gain or loss on the sale or disposition of the Discount Bonds. The federal income tax consequences of the 
purchase, ownership and redemption, sale or other disposition of the Discount Bonds which are not 
purchased in the initial offering at the initial offering price may be determined according to rules which 
differ from those above. Bondholders of the Discount Bonds should consult their own tax advisors with 
respect to the precise determination for federal income tax purposes of interest accrued upon sale, 
redemption or other disposition of the Discount Bonds and with respect to the state and local tax 
consequences of owning and disposing of the Discount Bonds. 

Original Issue Premium 

The difference between the principal amount of the Phase 4C Bonds maturing on ___________ (the 
“Premium Bonds”) and the initial offering price to the public (excluding bond houses, brokers or similar 
persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial 
amount of such Premium Bonds of the same maturity was sold constitutes to an initial purchaser 
amortizable bond premium which is not deductible from gross income for federal income tax purposes. 
The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest 
rate basis over the term of each Premium Bond, or in the case of certain of the Premium Bonds that are 
callable prior to maturity, the amortization period and yield must be determined on the basis of the earliest 
call date that results in the lowest yield on such Premium Bond. For purposes of determining gain or loss 
on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in 
the initial offering to the public at the initial offering price is required to decrease such purchaser's adjusted 
basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. 
The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt 
income for purposes of determining various other tax consequences of owning such Premium Bonds. 
Owners of the Premium Bonds are advised that they should consult with their own advisors with respect 
to the state and local tax consequences of owning such Premium Bonds. 

Information Reporting and Backup Withholding 

Interest paid on tax-exempt bonds such as the Phase 4C Bonds is subject to information reporting 
to the IRS in a manner similar to interest paid on taxable obligations. This reporting requirement does not 
affect the excludability of interest on the Phase 4C 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 Phase 4C Bonds, under certain circumstances, to “backup withholding” at the rate 
specified in the Code with respect to payments on the Phase 4C Bonds and proceeds from the sale of Phase 
4C Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income 
tax of such owner of Phase 4C Bonds. This withholding generally applies if the owner of Phase 4C 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 Phase 4C 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. 


DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 

Section 517.051, Florida Statutes, and the regulations promulgated thereunder (the “Disclosure 
Act”) 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. The District is not and has not ever been in default as to principal and interest on its 
bonds or other debt obligations. 

NO RATING OR CREDIT ENHANCEMENT 

The Phase 4C Bonds are neither rated nor credit enhanced. No application for a rating or credit 
enhancement with respect to the Phase 4C Bonds was made. 

VALIDATION 

The Bonds issued pursuant to the terms of the Master Indenture, which includes the Phase 4C 
Bonds, were validated by a Final Judgment in the Circuit Court of the Ninth Judicial Circuit of the State of 
Florida, in and for Osceola County, Florida, rendered on December 5, 2017. The appeal period from such 
final judgment expired with no appeal being filed. 

LITIGATION 

The District 

There is no pending or, to the knowledge of the District, any threatened litigation against the 
District of any nature whatsoever which in any way questions or affects the validity of the Phase 4C Bonds, 
or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the execution 
of the Indenture. Neither the creation, organization or existence, nor the title of the present members of the 
Board or the District Manager is being contested. 

From time to time, the District is party to other various legal proceedings which individually are 
not expected to have a material and adverse effect on the operations or financial condition of the District, 
but may, in the aggregate, have a material impact thereon. 

The Developer 

In connection with the issuance of the Phase 4C Bonds, it is anticipated that the Developer will 
represent to the District that 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 
ability of the Developer to complete the development of Assessment Area Six as described herein, 
materially and adversely affect the ability of the Developer to pay the Phase 4C Special Assessments 
imposed against the land within Assessment Area Six 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. 


CONTINUING DISCLOSURE 

In order to comply with the continuing disclosure requirements of Rule 15c2-12(b)(5) of the 
Securities and Exchange Commission (the “SEC Rule”), the District, the Developer and Governmental 
Management Services - Central Florida, LLC, as dissemination agent (the “Dissemination Agent”) will 
enter into a Continuing Disclosure Agreement (the “Disclosure Agreement”), the form of which is attached 
hereto as APPENDIX E. Pursuant to the Disclosure Agreement, the District has covenanted for the benefit 
of Bondholders to provide to the Dissemination Agent certain financial information and operating data 
relating to the District and the Phase 4C Bonds in each year (the “District Annual Report”), and to provide 
notices of the occurrence of certain enumerated material events. Such covenant by the District shall only 
apply so long as the Phase 4C Bonds remain outstanding under the Indenture. 

Pursuant to the Disclosure Agreement, the Developer has covenanted for the benefit of 
Bondholders to provide to the District and the Dissemination Agent certain financial information and 
operating data relating to the Developer and Assessment Area Six on a quarterly basis (each a “Developer 
Report”). Such covenant by the Developer will apply only until the earlier to occur of (x) the payment and 
redemption of the Phase 4C Bonds, or (y) the date on which the Developer owns less than twenty percent 
(20%) of the real property encumbered by the Phase 4C Special Assessments that secure the Phase 4C 
Bonds; provided, however, that the Developer has covenanted and agreed with the District that such 
covenant will run with the land to the extent that any successor in interest which holds the land for 
development shall assume the continuing disclosure obligations of the Developer. 

The District Annual Report and the Developer Report (together, the “Reports”) will each be filed 
by the Dissemination Agent with the Municipal Security Rulemaking Board’s Electronic Municipal 
Markets Access (“EMMA”) repository described in the form of the Disclosure Agreement attached hereto 
as APPENDIX E. The notices of material events will also be filed by the District with EMMA. The specific 
nature of the information to be contained in the Reports and the notices of material events are described in 
APPENDIX E. The Disclosure Agreement will be executed by the District, the Developer and the 
Dissemination Agent at the time of issuance of the Phase 4C Bonds. The foregoing covenants have been 
made in order to assist the Underwriter in complying with the SEC Rule. 

During the five (5) years immediately preceding the issuance of the Phase 4C Bonds, the Developer 
has been subject to continuing disclosure undertakings with respect to the Phase 4A/5A Bonds and the 
issuance of bonds by other community development districts in the State. With respect to the Phase 4A/5A 
Bonds, the Developer failed to timely file the quarterly report for the fiscal quarter ending September 30, 
2021, filing such report seventeen (17) days late. In connection with the delivery of the Phase 4C Bonds, it 
is anticipated that the Developer will represent that the Developer has complied in all material respects 
with such obligations in the previous five (5) years, except that certain quarterly filings and material event 
filings required to be made thereunder were not filed when due. Additionally, it is anticipated that the 
Developer will represent, warrant and certify that it has procedures in place with respect to complying 
with its disclosure obligations and that it anticipates satisfying all future disclosure obligations required 
pursuant to the Disclosure Agreement and the SEC Rule. 


UNDERWRITING 

The Underwriter will agree, pursuant to a contract to be entered into with the District, subject to 
certain conditions, to purchase the Phase 4C Bonds from the District at a purchase price of $_________ 
(which is the par amount of the Phase 4C Bonds, [less/plus] original issue [discount/premium], less an 
Underwriter’s discount of $_________). See “ESTIMATED SOURCES AND USES OF THE Phase 4C BOND 
PROCEEDS” herein. The Underwriter’s obligations are subject to certain conditions precedent and the 
Underwriter will be obligated to purchase all of the Phase 4C Bonds if any Phase 4C Bonds are purchased. 

The Underwriter intends to offer the Phase 4C 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 Underwriter may offer and sell the Phase 4C Bonds to certain dealers (including 
dealers depositing the Phase 4C Bonds into investment trusts) at prices lower than the initial offering prices 
and such initial offering prices may be changed from time to time by the Underwriter. 

LEGAL MATTERS 

The Phase 4C Bonds are offered for delivery when, as and if issued by the District and accepted by 
the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice and the receipt 
of the opinion of Akerman LLP, Jacksonville, Florida, Bond Counsel, the form of which is attached hereto 
as APPENDIX D, as to the validity of the Phase 4C 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, Latham, Luna, Eden & Beaudine, LLP, Orlando, Florida, for the Developer by its counsel, Cobb 
Cole, P.A., DeLand, Florida, for the Trustee by its counsel, Aponte & Associates Law Firm, P.L.L.C., 
Orlando, Florida and for the Underwriter by its counsel, Bryant Miller Olive 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 such. 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. 

AGREEMENT BY THE STATE 

Under the Act, the State of Florida pledges to the holders of any bonds issued thereunder, including 
the Phase 4C Bonds, that it will not limit or alter the rights of the issuer of such bonds 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. 


FINANCIAL STATEMENTS 

The District has covenanted in the Disclosure Agreement set forth in APPENDIX E hereto to 
provide its annual audited financial statements to the Municipal Securities Rulemaking Board’s Electronic 
Municipal Markets Access (“EMMA”) repository as described in APPENDIX E. The audited financial 
statements for the fiscal year ended September 30, 2022, are attached hereto as APPENDIX F. Such 
statements speak only as of September 30, 2022. The consent of the District’s auditor to include in this 
Limited Offering Memorandum the aforementioned report was not requested, and the general purpose 
financial statements of the District are provided only as publicly available documents. The auditor was not 
requested nor did they perform any procedures with respect to the preparation of this Limited Offering 
Memorandum or the information presented herein. 

EXPERTS AND CONSULTANTS 

The references herein to Poulos & Bennett, LLC as the Consulting Engineer have been approved 
by said firm. The Engineer’s Reports prepared by such firm relating to the CIP and the Phase 4C Project, 
have been included as APPENDIX A attached hereto in reliance upon such firm as an expert in engineering. 
References to and excerpts herein from such Engineer’s Reports do not purport to be adequate summaries 
of the CIP or Phase 4C Project or complete in all respects. Such Engineer’s Reports are an integral part of 
this Limited Offering Memorandum and should be read in their entirety for complete information with 
respect to the subjects discussed therein. 

The references herein to Governmental Management Services - Central Florida, LLC as Assessment 
Consultant have been approved by said firm. The Assessment Consultant’s Assessment Reports prepared 
by such firm relating to the issuance of the Phase 4C Bonds has been included as APPENDIX B attached 
hereto in reliance upon such firm as an expert in developing assessment methodologies. References to and 
excerpts herein from such report do not purport to be adequate summaries of such report or complete in 
all respects. Such report is an integral part of this Limited Offering Memorandum and should be read in 
its entirety for complete information with respect to the subjects discussed therein. 

CONTINGENT AND OTHER FEES 

The District has retained District Counsel, Bond Counsel, the Assessment Consultant, the 
Underwriter (who has retained Underwriter’s Counsel) and the Trustee (who has retained Trustee’s 
Counsel), with respect to the authorization, sale, execution and delivery of the Phase 4C Bonds. Payment 
of the fees of such professionals, except for the payment of fees to District Counsel and the Assessment 
Consultant, are each contingent upon the issuance of the Phase 4C Bonds. 

MISCELLANEOUS 

Any statements made in this Limited Offering Memorandum involving matters of opinion or of 
estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and 
no representation is made that any of the estimates will be realized. Neither this Limited Offering 
Memorandum nor any statement that may have been made verbally or in writing is to be construed as a 
contract with the holders of the Phase 4C Bonds. 


The information contained in this Limited Offering Memorandum has been compiled from official 
and other sources deemed to be reliable, and is believed to be correct as of the date of the Limited Offering 
Memorandum, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a 
representation by, the Underwriter. The Underwriter listed on the cover page hereof has reviewed the 
information in this Limited Offering Memorandum in accordance with and as part of its responsibility 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 stated herein are subject to change, and neither the delivery of this Limited 
Offering Memorandum nor any sale made hereunder shall create, under any circumstances, any 
implication that there has been no change in the matters described herein since the date hereof. 

The information and expressions of opinion herein are subject to change without notice and neither 
the delivery of this Limited Offering Memorandum nor any sale made hereunder is to create, under any 
circumstances, any implication that there has been no change in the affairs of the District from the date 
hereof. However, certain parties to the transaction, including the District, will, on the closing date of the 
Phase 4C Bonds, deliver certificates to the effect that nothing has come to their attention that would lead 
them to believe that applicable portions of the Limited Offering Memorandum contain an untrue statement 
of a material fact or omit to state a material fact that should be included herein for the purpose for which 
the Limited Offering Memorandum is intended to be used, or that is necessary to make the statements 
contained herein, in light of the circumstances under which they were made, not misleading and to the 
effect that from the date of the Limited Offering Memorandum to the date of closing of the Phase 4C Bonds 
that there has been no material adverse change in the information provided. 

 

 

[Remainder of page intentionally left blank] 


This Limited Offering Memorandum is submitted in connection with the sale of the securities 
referred to herein and may not be reproduced or used, as a whole or in part, for any other purpose. The 
appendices hereof are integral parts of this Limited Offering Memorandum and must be read in their 
entirety together with all of the foregoing statements. 

TOHOQUA COMMUNITY 

DEVELOPMENT DISTRICT 

 

 

 

Andre M. Vidrine, Chair 


APPENDIX A 

 

Engineer’s Reports 

 


APPENDIX B 

 

Assessment Reports 

 

 


APPENDIX C 

 

Copy of the Master Indenture and form of Sixth Supplement 

 


APPENDIX D 

 

Form of Opinion of Bond Counsel 

 


APPENDIX E 

 

Form of Continuing Disclosure Agreement 

 


APPENDIX F 

 

Financial Statements for Fiscal Year Ending September 30, 2022 

 

 


CONTINUING DISCLOSURE AGREEMENT 

 

This Continuing Disclosure Agreement (this “Disclosure Agreement”) dated September 
__, 2023, is executed and delivered by the TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT (the “Issuer”), PULTE HOME COMPANY, LLC, and its successors and assigns (the 
“Developer”), and GOVERNMENTAL MANAGEMENT SERVICES - CENTRAL FLORIDA, 
LLC, as Dissemination Agent (the “Dissemination Agent”) in connection with the issuance by the 
Issuer of its $__________ aggregate principal amount of Special Assessment Revenue Bonds, 
Series 2023 (Phase 4C Project) (the “Phase 4C Bonds”). The Phase 4C Bonds are being issued 
pursuant to a Master Trust Indenture dated as of February 1, 2018 (the “Master Indenture”), by 
and between the Issuer and U.S. Bank Trust Company, National Association, as successor in 
interest to U.S. Bank National Association, as trustee (the “Trustee”) as amended and 
supplemented from time to time, and as particularly supplemented with respect to the Phase 4C 
Bonds by a Sixth Supplemental Trust Indenture by and between the Issuer and the Trustee and 
dated as of September 1, 2023 (the “Sixth Supplemental Indenture” and, together with the Master 
Indenture, the “Indenture”). The Issuer, the Developer and the Dissemination Agent covenant 
and agree as follows: 

1. Purpose of the 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 of the Phase 4C Bonds and to assist the Participating Underwriter in 
complying with the continuing disclosure requirements of Rule 15c2-12(b)(5) promulgated by the 
Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 
1934, as amended from time to time (the “Rule”). 

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. 

2. Definitions. In addition to the definitions set forth in the Indenture, which apply 
to any capitalized term used in this Disclosure Agreement unless otherwise defined herein, the 
following capitalized terms shall have the following meanings: 

“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 Six” shall have the meaning ascribed thereto in the Limited Offering 
Memorandum. 

“Assessments” shall mean the non-ad valorem special assessments pledged to the 
payment of the Phase 4C Bonds pursuant to the Indenture. 


“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 Phase 4C Bonds (including 
persons holding Phase 4C Bonds through nominees, depositories or other intermediaries), or (b) 
is treated as the owner of any Phase 4C Bonds for federal income tax purposes. 

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which the 
Trustee is required, or authorized or not prohibited by law (including executive orders), to close 
and is closed, or on any day on which the New York Stock Exchange is closed. 

“County Tax Collector” shall mean the Osceola County Tax Collector. 

“Developer Report” shall mean any Developer Report provided by the Developer, its 
successors or assigns, pursuant to, and as described in, Sections 5 and 6 of this Disclosure 
Agreement. 

“Dissemination Agent” shall mean, initially, Governmental Management Services - 
Central Florida, LLC, acting in its capacity as Dissemination Agent hereunder, or any successor 
Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer and 
Trustee a written acceptance of such designation. 

“District Manager” shall mean Governmental Management Services - Central Florida, 
LLC, or a successor District Manager. 

“Event of Bankruptcy” shall be considered to have occurred when any of the following 
occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a 
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal 
law in which a court or governmental authority has assumed jurisdiction over substantially all of 
the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving 
the existing governmental 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 Obligated Person. 

“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. 

“Issuer Disclosure Representative” shall mean the District Manager of the Issuer or 
his/her/its designee, or such other officer or employee as the Issuer shall designate in writing to 
the Trustee and the Dissemination Agent from time to time. 

“Limited Offering Memorandum” shall mean the final offering document relating to the 
Phase 4C Bonds. 

“Listed Events” shall mean any of the events listed in Section 7(a) of this Disclosure 
Agreement. 


“Obligated Person” shall mean any person, including the Issuer and the Developer, and 
its successors and assigns, who is either generally or through an enterprise, fund, or account of 
such person committed by contract or other arrangement to support payment of all or part 
(twenty percent (20%) or more) of the obligations on the Phase 4C Bonds (other than providers of 
municipal bond insurance, letters of credit, or other liquidity facilities). 

“Participating Underwriter” shall mean the original underwriter of the Phase 4C Bonds 
required to comply with the Rule in connection with offering of the Phase 4C Bonds. 

“Phase 4C Project” shall have the meaning ascribed thereto in the Limited Offering 
Memorandum. 

“Repository” shall mean each entity authorized and approved by the SEC from time to 
time to act as a repository for purposes of complying with the Rule. The Repositories currently 
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 Municipal Securities Rulemaking Board, which currently 
accepts continuing disclosure submissions through its Electronic Municipal Market Access 
(“EMMA”) web portal at “http://www.emma.msrb.org.” 

“State” shall mean the State of Florida. 

3. Provision of Annual Reports. 

(a) The Issuer shall, or shall cause the Dissemination Agent to, by April 1 of the 
calendar year following the end of each Fiscal Year of the Issuer (the “Annual Filing Date”) 
beginning April 1, 2024, with respect to the Annual Report for the Fiscal Year ending September 
30, 2023, provide to any Repository in electronic format as prescribed by such Repository an 
Annual Report which is consistent with the requirements of Section 4 of this Disclosure 
Agreement. 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 later than the date required 
above, but in no event later than the date required to be filed with the State pursuant to applicable 
State law (currently within nine (9) months of the end of the Issuer’s Fiscal Year), for the filing of 
the Annual Report if they are not available by that date. 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 
7(a). 

(b) If on the fifteenth (15th) day prior to each Annual Filing Date the Dissemination 
Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the 
Issuer Disclosure Representative by telephone and in writing (which may be by e-mail) to remind 
the Issuer of its undertaking to provide the Annual Report pursuant to Section 3(a) above. Upon 
such reminder, the Issuer Disclosure Representative, shall either (i) provide the Dissemination 
Agent with an electronic copy of the Annual Report in accordance with Section 3(a) above, or (ii) 


instruct the Dissemination Agent in writing that the Issuer, will not be able to file the Annual 
Report within the time required under this Disclosure Agreement, state the date by which the 
Annual Report for such year will be provided and instruct the Dissemination Agent that a Listed 
Event as described in Section 7(a)(17) has occurred and to immediately send a notice to any 
Repository in electronic format as required by such Repository in substantially the form attached 
as Exhibit A hereto. 

(c) The Dissemination Agent shall: 

(i) determine each year prior to the date for providing the Annual Report the 
name, address and filing requirements of any Repository; and 

(ii) within five (5) Business Days of filing the Annual Report, file a notice with 
the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure 
Agreement, stating the date(s) it was provided and listing any Repository to which it was 
provided. 

4. Content of Issuer’s Annual Report. 

(a) The Issuer’s Annual Report shall contain or incorporate by reference the following, 
which includes an update of the financial and operating data of the Issuer to the extent presented 
in the Limited Offering Memorandum. All information in the Annual Report shall be presented 
for the immediately preceding Fiscal Year and, to the extent available, the current Fiscal Year: 

(i) The amount of Assessments levied. 

(ii) The amount of Assessments collected from property owners. 

(iii) If available, the amount of delinquencies greater than 150 days, and, in the 
event that delinquencies amount to more than ten percent (10%) of the amounts of Assessments 
due in any year, a list of delinquent property owners with respect to Assessments billed and 
collected directly by the Issuer and with respect to Assessments collected by the County Tax 
Collector, unless such information is not available from the County Tax Collector. 

(iv) The amount of tax certificates sold, if any, and the balance, if any, 
remaining for sale. 

(v) All fund balances in all Funds and Accounts for the Phase 4C Bonds. Upon 
request, the Issuer shall provide any Beneficial Owners and the Dissemination Agent with this 
information at least annually, and, in such cases, within thirty (30) days of such written request. 

(vi) The total amount of Phase 4C Bonds Outstanding. 

(vii) The amount of principal and interest due on the Phase 4C Bonds. 


(viii) Any amendment or waiver of the provisions of this Disclosure Agreement 
as described in Section 11 hereof. 

(ix) The most recent audited financial statements of the Issuer which shall be 
prepared in accordance with governmental accounting standards promulgated by the 
Government Accounting Standards Board. 

(b) To the extent any of the items set forth in subsections (a)(i) through (a)(viii) above 
are included in the audited financial statements referred to in subsection (a)(ix) above, they do 
not have to be separately set forth. 

(c) The Issuer represents and warrants that it will supply, in a timely fashion, any 
information available to the Issuer and 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 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 or others as thereafter disseminated by the Dissemination Agent. 

The information provided under this Section 4 may be included by specific reference to 
documents, including official statements of debt issues of the Issuer or related public entities, 
which are available to the public on EMMA (or any successor Repository’s website) or filed with 
the SEC. The Issuer shall clearly identify each such other document so incorporated by reference. 

The Issuer reserves the right to modify from time to time the specific types of information 
provided in its Annual Report or the format of the presentation of such information, to the extent 
necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any 
such modification will be done in a manner consistent with the Rule. 

5. Provision of Developer Report. 

 The Developer shall, or shall cause the Dissemination Agent to, 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 (each a “Quarterly Filing Date”), 
beginning February 1, 2024, for the quarter ending December 31, 2023, provide to any Repository 
in electronic format as prescribed by such Repository a Developer Report which is consistent with 
the requirements of Section 6(b) of this Disclosure Agreement. 

 If on the fifteenth (15th) day prior to each Quarterly Filing Date the Dissemination 
Agent has not received a copy of the Developer Report due on such Quarterly Filing Date, the 
Dissemination Agent shall contact the Developer by telephone and in writing (which may be by 
e-mail) to remind the Developer of its undertaking to provide the Developer Report pursuant to 
this Section 5. Upon such reminder, the Developer shall either (i) provide the Dissemination 
Agent with an electronic copy of the Developer Report in accordance with Section 5(a) above, or 


(ii) instruct the Dissemination Agent in writing that the Developer will not be able to file the 
Developer Report within the time required under this Disclosure Agreement and state the date 
by which such Developer Report will be provided. 

 If the Dissemination Agent has not received a Developer Report that contains the 
information in Section 6(b) of this Disclosure Agreement by 12:00 noon ET on the first Business 
Day following each Quarterly Filing Date, a Listed Event described in Section 7(a)(17) shall have 
occurred and the Issuer and the Developer hereby direct the Dissemination Agent to send a notice 
to each Repository in substantially the form attached as Exhibit A hereto, with a copy to the Issuer 
and the Developer. The Dissemination Agent shall file such notice in a timely manner following 
the applicable Quarterly Filing Date. 

 The Dissemination Agent shall: 

(i) determine prior to each Quarterly Filing Date the name, address and filing 
requirements of each Repository; and 

(ii) within five (5) Business Days of filing the Developer Report, file a notice 
with the Developer, with a copy to the Issuer, certifying that the Developer Report has been 
provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing 
any Repository to which it was provided. 

6. Content of Developer Report. 

 The Developer, so long as it is an Obligated Person for purposes of this Disclosure 
Agreement, shall file, or cause to be filed by the Dissemination Agent, a Developer Report no 
later than the Quarterly Filing Date; provided, however, that if the Developer is a reporting 
company, such Quarterly Filing Date shall be extended to the date of filing of its respective 10K 
or 10Q, if later, as the case may be. At such time as the Developer is no longer an Obligated 
Person, the Developer will no longer be obligated to prepare any quarterly Developer Reports 
pursuant to this Disclosure Agreement; provided, however, that if the Developer was an 
Obligated Person at any time during a quarter, the Developer shall report for the remainder of 
that quarter, indicating in such report the date that the Developer ceased being an Obligated 
Person. 

 Each quarterly Developer Report shall address the following information if such 
information is not otherwise provided pursuant to subsection (c) of this Section 6: 

(i) A description of the infrastructure improvements and recreational 
amenities comprising the Phase 4C Project that have been completed and that are currently under 
construction, including infrastructure financed by the Phase 4C Bonds. 

(ii) The percentage of the Phase 4C Project infrastructure financed by the Phase 
4C Bonds that has been completed. 


(iii) The number of assessable units planned on property subject to the 
Assessments. 

(iv) The number of assessable units in Assessment Area Six closed with retail 
end users. 

(v) The number of assessable units in Assessment Area Six under contract with 
retail end users. 

(vi) The number of assessable units under contract with builders, together with 
the name of each builder. 

(vii) The number of assessable units in Assessment Area Six closed with 
builders, together with the name of each builder. 

(viii) The estimated date of complete build-out of assessable units in Assessment 
Area Six. 

(ix) Whether the Developer has made any bulk sale of the land subject to the 
Assessments other than as contemplated by the Limited Offering Memorandum. 

(x) Materially adverse changes or determinations to 
permits/approvals/entitlements for the Phase 4C Project which necessitate changes to the 
Developer's land use or other plans for the Phase 4C Project. 

(xi) Updated plan of finance for Assessment Area Six (i.e., change in status of 
any credit enhancement, issuance of additional bonds to complete project, draw on credit line of 
Developer, additional mortgage debt, etc.). 

(xii) Any event that would have a material adverse impact on the 
implementation of the Phase 4C Project as described in the Limited Offering Memorandum or on 
the Developer's ability to undertake the Phase 4C Project as described in the Limited Offering 
Memorandum. 

(xiii) Any amendment or waiver of the provisions of this Disclosure Agreement 
as described in Section 11 hereof. 

 Any of the items listed in subsection (b) above may be incorporated by reference 
from other documents which have been submitted to each of the Repository or the SEC. The 
Developer shall clearly identify each such other document so incorporated by reference. 

 If the Developer sells, assigns or otherwise transfers ownership of real property in 
Assessment Area Six to a third party, which will in turn be an Obligated Person for purposes of 
this Disclosure Agreement as a result thereof (a “Transfer”), the Developer hereby agrees to 
require such third party to comply with the disclosure obligations of the Developer hereunder 


for so long as such third party is an Obligated Person hereunder, to the same extent as if such 
third party were a party to this Disclosure Agreement. The Developer involved in such Transfer 
shall promptly notify the Issuer and the Dissemination Agent in writing of the Transfer. For 
purposes of Sections 5, 6, 7 and 9 hereof, the term “Developer” shall be deemed to include the 
Developer and any third party that becomes an Obligated Person hereunder as a result of a 
Transfer. In the event that the Developer remains an Obligated Person hereunder following any 
Transfer, nothing herein shall be construed to relieve the Developer from its obligations 
hereunder. 

7. Reporting of Listed Events. 

 Pursuant to the provisions of this Section 7, the Issuer shall give, or cause to be 
given, notice of the occurrence of any of the following events with respect to the Phase 4C Bonds 
and the Developer shall give, or cause to be given, as it relates to the Developer, notice of the 
occurrence of numbers 10, 12, 13, 15 and 19 of the following 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 
the occurrence of the event, with the exception of the events described in subsections 15 and 16 
below, which notice shall be given in a timely manner: 

1. principal and interest payment delinquencies; 

2. non-payment related defaults, if material; 

3. unscheduled draws on debt service reserves reflecting financial 
difficulties; 

4. unscheduled draws on credit enhancements reflecting financial 
difficulties; 

5. substitution of credit or liquidity providers, or their failure to perform; 

6. 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 Phase 4C Bonds, or other material events 
affecting the tax status of the Phase 4C Bonds; 

7. modifications to rights of the holders of the Phase 4C Bonds, if material; 

8. bond calls, if material, and tender offers; 

9. defeasances; 


10. release, substitution, or sale of property securing repayment of the Phase 
4C Bonds, if material; 

11. ratings changes*; 

* The Phase 4C Bonds are not rated as of the date hereof. 

12. an Event of Bankruptcy or similar event of an Obligated Person; 

13. the consummation of a merger, consolidation, or acquisition involving an 
Obligated Person or the sale of all or substantially all of the assets of the 
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; 

14. appointment of a successor or additional trustee or the change of name of 
a trustee, if material; 

15. incurrence of a financial obligation (as defined by the Rule) of the Issuer or 
an 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 an Obligated Person, any of which affect security 
holders, if material; 

16. default, event of acceleration, termination event, modification of terms, or 
other similar events under the terms of the financial obligation of the Issuer 
or an Obligated Person, any of which reflect financial difficulties; 

17. notice of any failure on the part of the Issuer to provide an Annual Report 
as required by Section 3 hereof or of the Developer to provide a Developer 
Report as required by Section 5 hereof; 

18. a change in the Issuer’s Fiscal Year pursuant to Section 3(a) hereof; 

19. termination of the Issuer’s or the Developer’s, as applicable, obligations 
under this Disclosure Agreement pursuant to Section 9 hereof; and 

20. any amendment to the accounting principles to be followed in preparing 
financial statements pursuant to Section 11 hereof. 

 The notice required to be given in subsection 7(a) above shall be filed with any 
Repository, in electronic format as prescribed by such Repository. 

8. Identifying Information. In accordance with the Rule, all disclosure filings 
submitted pursuant to this Disclosure Agreement to any Repository must be accompanied by 


identifying information as prescribed by the Repository. Such information may include, but not 
be limited to: 

 the category of information being provided; 

 the period covered by any annual financial information, financial statement or 
other financial information or operation data; 

 the issues or specific securities to which such documents are related (including 
CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or 
coupon rate); 

 the name of any Obligated Person other than the Issuer; 

 the name and date of the document being submitted; and 

 contact information for the submitter. 

9. Termination of Disclosure Agreement. The Issuer’s obligations under this 
Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment 
in full of all of the Phase 4C Bonds, so long as there is no remaining liability of the Issuer for 
payment of the Phase 4C Bonds, or if the Rule is repealed or no longer in effect. The Developer’s 
obligations under this Disclosure Agreement shall terminate as provided in the preceding 
sentence or if earlier at such time as the Developer is no longer an Obligated Person. If such 
termination occurs prior to the final maturity of the Phase 4C Bonds, the Issuer and/or the 
Developer shall give notice of such termination in the same manner as for a Listed Event under 
Section 7. 

10. Dissemination Agent. The Issuer may, from time to time, appoint or engage a 
Dissemination Agent to perform the duties of the Dissemination Agent as provided herein, and 
may discharge any such Dissemination Agent, with or without appointing a successor 
Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the 
Issuer shall be the Dissemination Agent. The initial Dissemination Agent shall be Governmental 
Management Services - Central Florida, LLC. The Dissemination Agent shall not be responsible 
in any manner for the content of any notice or report prepared by the Issuer or the Developer 
pursuant to this Disclosure Agreement. 

11. Amendment; Waiver. Notwithstanding any other provision of this Disclosure 
Agreement, the Issuer, the Developer and the Dissemination Agent (if the Dissemination Agent 
is not the Issuer) may amend this Disclosure Agreement, and any provision of this Disclosure 
Agreement may be waived, provided that the following conditions are satisfied: 

 The amendment may only be made in connection with a change in circumstances 
that arises from a change in legal requirements, change in law, or change in the identity, nature 
or status of the Issuer and/or the Developer, or the type of business conducted; 


 The undertaking, as amended, would have complied with the requirements of the 
Rule at the time of the primary offering of the Phase 4C Bonds, after taking into account any 
amendments or interpretations of the Rule, as well as any change in circumstances; and 

 The amendment does not materially impair the interests of the holders, as 
determined either (i) by parties unaffiliated with the Issuer (such as the trustee or Bond Counsel), 
or (ii) by approving vote of bondholders pursuant to the terms of the governing instrument at the 
time of the amendment. 

Notwithstanding the foregoing, the Issuer, the Developer and the Dissemination Agent 
shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with 
modifications to and interpretations of the provisions of the Rule as announced by the SEC from 
time to time. 

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the 
Issuer and the Developer shall describe such amendment in its next Annual Report or Developer 
Report, as the case may be, and 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 of accounting 
principles, on the presentation) of financial information or operating data being presented by the 
Issuer or the Developer, as applicable. In addition, if the amendment relates to the accounting 
principles to be followed in preparing financial statements of the Issuer, (i) notice of such change 
shall be given in the same manner as for a Listed Event under Section 7(a), 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. 

12. Additional Information. Nothing in this Disclosure Agreement shall be deemed 
to prevent the Issuer or the Developer 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 Developer Report, as the case may be, 
or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure 
Agreement. If the Issuer or the Developer chooses to include any information in any Annual 
Report or Developer Report, as the case may be, or notice of occurrence of a Listed Event in 
addition to that which is specifically required by this Disclosure Agreement, the Issuer or the 
Developer shall have no obligation under this Disclosure Agreement to update such information 
or include it in any future Annual Report or Developer Report, as the case may be, or notice of 
occurrence of a Listed Event. 

13. Default. In the event of a failure of the Issuer, the Developer, the Issuer Disclosure 
Representative or a Dissemination Agent to comply with any provision of this Disclosure 
Agreement, the Trustee shall, at the request of any Participating Underwriter or the Beneficial 
Owners of more than 50% aggregate principal amount of outstanding Phase 4C Bonds and receipt 
of indemnity satisfactory to the Trustee or any Beneficial Owner of a Phase 4C Bond may take 


such actions as may be necessary and appropriate, including seeking mandate or specific 
performance by court order, to cause the Issuer, the Developer, the Issuer Disclosure 
Representative or a Dissemination Agent, as the case may be, to comply with its obligations under 
this Disclosure Agreement. 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 Developer, the Issuer Disclosure Representative or a Dissemination Agent, to 
comply with this Disclosure Agreement shall be an action to compel performance. 

14. Duties of Dissemination Agent. The Dissemination Agent shall have only such 
duties as are specifically set forth in this Disclosure Agreement. 

15. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the 
Issuer, the Developer, the Dissemination Agent, the Trustee, the Participating Underwriter and 
Beneficial Owners of the Phase 4C Bonds, and shall create no rights in any other person or entity. 

16. Counterparts. This Disclosure Agreement may be executed in several 
counterparts, each of which shall be an original and all of which shall constitute but one and the 
same instrument. 

17. Governing Law. This Disclosure Agreement shall be governed by the laws of the 
State and federal law. 

18. Trustee Cooperation. The Issuer represents that the Dissemination Agent is a bona 
fide agent of the Issuer and directs the Trustee to deliver to the Dissemination Agent at the 
expense of the Issuer, any information or reports that are in the possession of and readily available 
to the Trustee that the Dissemination Agent requests that the Issuer has a right to request from 
the Trustee (inclusive of balances, payments, etc.). 

[End of document – signatures to follow] 

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

 

 

 

 

ATTESTED BY: 

 

George S. Flint, Secretary 

 

TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT, as Issuer 

 

Andre M. Vidrine, Chair, Board of Supervisors 

JOINED BY U.S. BANK TRUST COMPANY, 
NATIONAL ASSOCIATION, as Trustee, 
FOR PURPOSES OF SECTIONS 13, 15 AND 
18 ONLY 

 

Scott A. Schuhle, Vice President 

 

 

 

PULTE HOME COMPANY, LLC, a Michigan 
limited liability company, as Developer 

 

Name: Daniel Bryce Langen 

Title: Vice President and Treasurer 

 

 

GOVERNMENTAL MANAGEMENT 
SERVICES - CENTRAL FLORIDA, LLC, as 
Dissemination Agent 

 

George S. Flint, Vice President 

 



 

[Tohoqua CDD 2023 Phase 4C] 

 


EXHIBIT A 



NOTICE TO REPOSITORIES 

OF FAILURE TO FILE [ANNUAL/DEVELOPER] REPORT 



Name of Issuer: Tohoqua Community Development District 



Name of Bond Issue: $__________ Special Assessment Revenue Bonds, Series 2023 

(Phase 4C Project) 



Date of Issuance: September __, 2023 



Obligated Person: Tohoqua Community Development District 

Pulte Home Company, LLC 



CUSIPS: [To come] 

NOTICE IS HEREBY GIVEN that the [Issuer] [Developer] has not provided an 
[Annual/Developer] Report with respect to the above-named Phase 4C Bonds as required by 
[Section 3][Section 5] of the Continuing Disclosure Agreement dated September __, 2023, among 
the Issuer, the Developer and the Dissemination Agent named therein. The [Issuer] [Developer] 
has advised the undersigned that it anticipates that the [Annual/Developer] Report will be filed 
by ______________, 20____. 





Dated: ____________________ ________________, Dissemination Agent 





cc: [Issuer] [Developer] 




AMENDED AND RESTATED AGREEMENT BY AND BETWEEN THE TOHOQUA 
COMMUNITY DEVELOPMENT DISTRICT AND THE DEVELOPER, REGARDING 
THE ACQUISITION OF CERTAIN WORK PRODUCT AND INFRASTRUCTURE FOR 
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (PHASE 4C PROJECT) 



THIS AMENDED AND RESTATED AGREEMENT BY AND BETWEEN THE 
TOHOQUA COMMUNITY DEVELOPMENT DISTRICT AND THE DEVELOPER, 
REGARDING THE ACQUISITION OF CERTAIN WORK PRODUCT AND 
INFRASTRUCTURE FOR SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 
(PHASE 4C PROJECT) (the “Amended Acquisition Agreement”) is made and entered into as of 
September 1, 2023 by and between TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, 
Florida Statutes, located in the City of St. Cloud, Florida (the “District”) and PULTE HOME 
COMPANY, LLC, a Michigan limited liability company (the “Developer”). This Amended 
Acquisition Agreement amends and restates in its entirety that AGREEMENT BY AND 
BETWEEN THE TOHOQUA COMMUNITY DEVELOPMENT DISTRICT AND THE 
DEVELOPER, REGARDING THE ACQUISITION OF CERTAIN WORK PRODUCT 
AND INFRASTRUCTURE (the “Acquisition Agreement”), dated as of ________, 2023, 
between the District and the Developer. 



RECITALS 



WHEREAS, the District was established by Ordinance No. 2017-57 by the Board of 
County Commissioners of Osceola County, Florida, adopted on August 14, 2017 (the 
“Ordinance”) and annexed into the City of St. Cloud by Ordinance No. 2017-53 by the City 
Council of the City of St. Cloud, Florida, adopted on May 24, 2018 (the “Annexation Ordinance”), 
for the purpose of planning, financing, constructing, acquiring, operating and/or maintaining 
certain infrastructure, including surface water management systems, water and wastewater 
facilities, roadways, landscaping, parks, and recreational facilities and uses; and 



WHEREAS, the Developer is the developer and and/or owner of certain property located 
within the District boundaries (the “Development”) identified in Exhibit “A,” which is attached 
hereto and incorporated herein (the “Lands”); and 



WHEREAS, the District is issuing its Tohoqua Community Development District Special 
Assessment Revenue Bonds, Series 2023 (Phase 4C Project) (the “Series 2023 (Phase 4C Project) 
Bonds”) to finance the planning, design, acquisition, construction, and installation of certain 
infrastructure improvements, facilities, and services (the “Improvements”) as detailed in the 
Tohoqua Community Development District [Sixth] Supplemental Engineer’s Report for Phase 4C 
(Phase 4C Project), dated [August ____, 2023], as may be amended (the “Engineer’s Report”), 
attached hereto as Exhibit “B;” and 



WHEREAS, the District plans to construct, complete the construction and/or acquire 
certain public infrastructure improvements within the Phase 4C Project, as more specifically 
described and identified in the Engineer’s Report; and 




 WHEREAS, the Developer acknowledges that the Development will benefit from the 
timely completion and acquisition of the Phase 4C Project; and 

 

 WHEREAS, the Developer and the District acknowledge that the funds available from the 
Series 2023 (Phase 4C Project) Bonds will not be sufficient to complete the design, construction 
and/or acquisition of the Phase 4C Project; and 

 

WHEREAS, contemporaneously with execution of this Amended Acquisition Agreement, 
the Developer has agreed to complete the Phase 4C Project, as more generally described in Exhibit 
“C” (as completed, the “Improvements”), in an expeditious and timely manner, some of which 
development requires or includes some of the improvements or items as described herein; and 

 

WHEREAS, the District has not had sufficient monies on hand to allow the District to 
contract directly for the preparation of the necessary surveys, reports, drawings, plans, permits, 
specifications, and related documents contemplated in Exhibit “D” (the “Work Product”), which 
would allow the timely commencement and completion of construction of the Improvements; and 

 

WHEREAS, the Developer is under contract to create or has created the Work Product for 
the District and wishes to convey certain elements thereof, as it is completed, to the District; and 

 

WHEREAS, the Developer acknowledges that upon its conveyance, the District will have 
the right to use and rely upon the Work Product for any and all purposes and further desires to 
release to the District of all its right, title, and interest in and to the Work Product (except as 
provided for in this Amended Acquisition Agreement); and 

 

WHEREAS, the District desires to acquire ownership of the completed Work Product as 
well as the unrestricted right to use and rely upon the Work Product for any and all purposes; and 

 

WHEREAS, in order to allow the District to avoid delay as a result of the lengthy process 
incident to the sale and closing on the Series 2023 (Phase 4C Project) Bonds, the Developer has 
under contract, under construction, or is obligated to convey to appropriate units of local 
government as is designated in the Engineer’s Report, certain portions of the Phase 4C Project; 
and 

 

WHEREAS, the Developer agrees to convey to the District all right, title, and interest in 
the Improvements to be owned by the District as of the “Acquisition Date” (as hereinafter defined); 
and 

 

WHEREAS, the District wishes to acquire the Improvements from the Developer as of the 
Acquisition Date, notwithstanding the District’s inability pay for all or some of the Improvements 
with the proceeds of the Series 2023 (Phase 4C Project) Bonds; and 

 

WHEREAS, in conjunction with the acquisition of the Improvements, the Developer 
desires to convey, or cause to be conveyed, to the District, interests in certain real property 
sufficient to allow the District to own, operate, maintain, construct, or install the Improvements, 
whether such conveyances shall be in fee simple, perpetual easement, or other interest as may be 


in the best interests of the District, or required by permits or development plans and agreed to by 
the Developer (the “Real Property”); and 

 

WHEREAS, the Developer agrees to convey, or cause to be conveyed, any such Real 
Property to the District and in a form satisfactory to the District and subject to the conditions set 
forth herein; and 

 

WHEREAS, the Developer shall have the option to contribute additional Real Property 
and/or Improvements with values in an amount equal to or in excess of the Lands Assessments, 
and, if such option is elected, the District has agreed to accept such conveyances in lieu of 
assessments in order to complete the Phase 4C Project, in an expeditious and timely manner 
(“Conveyances in Lieu of Assessments”); and 

 

WHEREAS, the District and the Developer entered into the Acquisition Agreement to 
ensure the timely completion, conveyance and operation of the Phase 4C Project, and desire to 
amend and restate the Acquisition Agreement by this Amended Acquisition Agreement to reflect 
the issuance by the District of the Series 2023 (Phase 4C Project) Bonds. 

 

NOW, THEREFORE, based upon good and valuable consideration and the mutual 
covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, 
the District and the Developer agree to amend and restate the Acquisition Agreement as follows: 

 

1. INCORPORATION OF RECITALS. The recitals stated above are true and correct and 
by this reference are incorporated as a material part of this Amended Acquisition Agreement. 

 

2. WORK PRODUCT. The District agrees to pay, but only to the extent funds are 
available for such purpose derived from the proceeds of the Series 2023 (Phase 4C Project) Bonds, 
the actual reasonable cost incurred by the Developer in preparation of the Work Product in 
accordance with the provisions of this Amended Acquisition Agreement. The Developer shall 
provide copies of any and all invoices, bills, receipts, or other evidence of costs incurred by the 
Developer for the Work Product. The parties agree that Acquisition Dates may be established for 
the acquisitions contemplated by this Amended Acquisition Agreement. The District Engineer 
shall review all evidence of cost and shall certify to the District’s Board of Supervisors the total 
actual amount of cost, which in the District Engineer’s sole opinion is reasonable for the Work 
Product. The District Engineer’s opinion as to cost shall be set forth in an Engineer’s Certificate 
which shall accompany the requisition for the funds from the District’s Trustee. In the event that 
the Developer disputes the District Engineer’s opinion as to cost, the District and the Developer 
agree to use good faith efforts to resolve such dispute. If the parties are unable to resolve any such 
dispute, the parties agree to jointly select a third-party engineer whose decision as to any such 
dispute shall be binding upon the parties. Such a decision by a third-party engineer shall be set 
forth in an Engineer’s Affidavit which shall accompany the requisition for the funds from the 
District’s Trustee. The parties acknowledge that the Work Product is being acquired for use by 
the District in connection with the construction or operation, as applicable, of the Improvements. 

 

A. The Developer agrees to release and/or to provide a non-exclusive 
assignment to the District of the right, title, and interest which the Developer 



may have in and to the above described Work Product, as well as all 
common law, statutory, and other reserved rights, including all copyrights 
in the Work Product and extensions and renewals thereof under United 
States law and throughout the world, and all publication rights and all 
subsidiary rights and other rights in and to the Work Product in all forms, 
mediums, and media, now known or hereinafter devised. To the extent 
determined necessary by the District, the Developer shall obtain all releases 
and/or assignments from any professional providing services in connection 
with the Work Product to enable the District to use and rely upon the Work 
Product. Such releases and/or assignments may include, but are not limited 
to, any architectural, engineering, or other professional services. Such 
releases shall be provided in a timely manner in the reasonable discretion of 
the District. 


 

B. The Developer acknowledges the District’s right to use and rely upon the 
Work Product for any and all purposes. 

 

 3. ACQUISITION OF IMPROVEMENTS. The Developer agrees that bond proceeds shall 
only be disbursed upon completion of the Improvements and conveyance to the District. The 
Developer has constructed, is constructing, has under contract or will have under contract to 
construct and complete, the Improvements. When the Improvements are completed and are ready 
for conveyance by the Developer to the District, the Developer shall notify the District in writing, 
describing the nature of the Improvements, their general location, and their estimated cost. Any 
Real Property interests necessary for the functioning of the Improvements to be acquired under 
this paragraph shall be reviewed and conveyed in accordance with the provisions of Section 4. 
The District Engineer, in consultation with counsel, shall determine in writing whether or not the 
infrastructure to be conveyed is a part of the Improvements contemplated by the Engineer’s Report 
and, if so, shall provide Developer with a list of items necessary to complete the acquisition. Each 
such acquisition shall also be subject to the engineering review and certification process described 
in Section 2. The District Manager shall determine, in writing, whether the District has, based on 
the Developer’s estimate of costs, any unencumbered Series 2023 (Phase 4C Project) Bonds funds 
available to pay for the acquisition of such Improvements, although the Developer agrees that such 
payment is not required for the conveyance(s), if sufficient funds are not available. The Developer 
agrees, if it elects this option, that either no payments or reimbursements of any kind shall be made 
by the District for Conveyances in Lieu of Assessments, or payments or reimbursements may be 
deferred or partially deferred pending availability of unencumbered Series 2023 (Phase 4C Project) 
Bonds funds becoming available. 

 

A. All documentation of any acquisition (e.g., bills of sale, receipts, 
maintenance bonds, as-built, evidence of costs, deeds or easements, etc.) 
shall be to the reasonable satisfaction of the District. If any item acquired 
by the District is to be subsequently conveyed to a third-party governmental 
body, then the Developer agrees to cooperate and provide such 
certifications or documents as may be required by that governmental body, 
if any. 

 


B. The District Engineer shall certify as to the actual cost of any Improvements 
built or constructed by or at the direction of the Developer, and the District 
shall pay no more than the actual cost incurred, or the current value thereof, 
whichever is less, as determined by the District Engineer. 


 

C. The Developer agrees to cooperate fully in the transfer of any permits to the 
District or a governmental entity with maintenance obligations for any 
Improvements conveyed pursuant to this Amended Acquisition Agreement. 


 

4. CONVEYANCE OF REAL PROPERTY. 

 

A. Conveyance. The Developer agrees that it will convey, or cause to be 
conveyed by others, to the District at or prior to the Acquisition Date, and 
as determined solely by the District by a special warranty deed, easement 
(which may be non-exclusive), or other instrument reasonably acceptable 
to the District and the Developer together with a metes and bounds or platted 
legal description, the Real Property upon which the Improvements are 
constructed or which are necessary for the operation and maintenance of, 
and access to, the Improvements, or subsequently required to be conveyed 
by the District to the Osceola County or any other governmental entity. The 
parties agree that in no event shall the purchase price for the Real Property 
exceed the value of an appraisal or similar third-party report (prepared by a 
qualified appraiser or appraisal company) or other evidence acceptable to 
the District’s bond counsel and District staff, obtained by the Developer or 
the District for this purpose. The parties agree that the purchase price shall 
not include amounts attributable to the value of Improvements on the Real 
Property and other Improvements serving the Property that have been, or 
will be, funded by the District. If requested and necessary, such special 
warranty deed or other instrument shall be subject to a reservation by 
Developer of its right and privilege to use the area conveyed to construct 
any Improvements and any future Improvements to such area for any related 
purposes (including, but not limited to, construction traffic relating to the 
construction of the Development) not inconsistent with the District’s use, 
occupation or enjoyment thereof. The Developer shall pay the cost for 
recording fees and documentary stamps required, if any, for the conveyance 
of the Real Property upon which the Improvements are constructed, 
including costs, if any, for the further conveyance by the District to Osceola 
County or any other governmental entity, if applicable. The Developer shall 
be responsible for all taxes and assessments levied on the lands upon which 
the Improvements are constructed until such time as the Developer conveys 
all said lands to the District. At the time of conveyance, the Developer shall 
provide, at its expense, an owner’s title insurance policy in a form 
satisfactory to the District in an amount equal to the value paid by the 
District to the Developer for such Real Property (or a title search, if the 
District determines, in its sole discretion, a title policy is not necessary). In 
the event the title search reveals exceptions to title which render title 


unmarketable or which, in the District’s reasonable discretion, would 
materially interfere with the District’s use of such Real Property, the 
Developer shall cure, or cause to be cured, such defects at no expense to the 
District. 

 

B. Boundary or Other Adjustments. Developer and the District agree that 
reasonable future boundary adjustments may be made as deemed necessary 
by both parties in order to accurately describe lands conveyed to the District 
and lands which remain in Developer’s ownership. The parties agree that in 
the event any land transfers made to the District to accommodate such 
adjustments when result in a net increase in acreage to the District when 
there are bond proceeds available, the District will pay the lesser of the 
Developer’s cost basis in the land received by the District or fair market 
value as determined by an independent appraisal. For any land transfers 
made to the Developer to accommodate such adjustments for which bond 
proceeds were used to pay for such land, the Developer shall pay the greater 
of the price paid by the District for such land or the fair market value as 
determined by an independent appraisal. Notwithstanding the above, if 
there is no net increase or decrease in the lands to be owned by the District 
and the Developer as a result of such conveyances, no consideration will be 
owed by either party provided the swapped lands have the same utility. 
Further, the parties may request an opinion of the District’s bond counsel if 
some other alternative is proposed for any boundary adjustments and such 
opinion concludes that such alternative will not adversely affect the tax 
status of the Series 2023 (Phase 4C Project) Bonds. The party requesting 
such adjustment shall pay any transaction costs resulting from the 
adjustment, including but not limited to taxes, title insurance, appraisals, 
any District bond counsel fee, recording fees or other costs. 

 

5. COOPERATION AND COMPLETION. The parties agree to cooperate and use good 
faith and best efforts to undertake and complete the acquisition process contemplated by this 
Amended Acquisition Agreement on such date or dates as the parties may jointly agree upon (each 
an “Acquisition Date”), but all must be no later than the end of a reasonable time period for 
acquisition considering the type of Work Product, Real Property and Improvements to be 
conveyed, or such other time period required to maintain the tax-exempt status of the Series 2023 
(Phase 4C Project) Bonds as determined by an opinion of the District’s bond counsel. 

 

6. ENGINEER’S CERTIFICATION. Before any payments are made by the District to the 
Developer, or any Improvements, Work Product or Real Property is accepted by the District, in 
addition to the other requirements provided herein the Developer shall provide to the District a 
certificate, signed by the District Engineer certifying that the Work Product, Improvements or Real 
Property are a part of the Phase 4C Project and that such Work Product, Improvements or Real 
Property has been prepared, constructed, installed or must be acquired, in conformity with the 
plans and specifications, the Engineer’s Report and all applicable laws related to the preparation, 
construction, installation or acquisition thereof. 

 


7. WARRANTY. For the acquisition of Improvements or Work Product hereunder, the 
Developer agrees to assign to the District all or any remaining portion of any professionals’ or 
contractors’ warranties, contracts or bonds, warrantying or guaranteeing that the Improvements or 
Work Product conveyed against defects or failings in materials, equipment, fitness or construction. 
Notwithstanding such assignment, the Developer shall cause any such professionals and 
contractors to warranty that the Improvements are free from defects in materials, equipment and 
construction for a period of at least one (1) year from completion thereof. 

 

8. DEFAULT. A default by either party under this Amended Acquisition 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 (except special, consequential or punitive) and/or specific 
performance. 

 

 If the Developer fails to keep, observe or perform any of the agreements, terms, covenants 
or representations, or otherwise is in default of this Amended Acquisition Agreement, the District 
shall give written notice to Developer (at the address listed in Section 13 below), and the Developer 
shall have sixty (60) days to cure such default (which time may be extended by the District in its 
sole discretion), unless a shorter time to cure is mandated by applicable law or regulation. 

 

9. ENFORCEMENT OF ACQUISITION AGREEMENT. In the event that either party is 
required to enforce this Amended Acquisition Agreement by court proceedings or otherwise, then 
the parties agree that the prevailing party shall be entitled to recover from the other, its reasonable 
attorneys’ fees and costs incurred for trial, alternative dispute resolution, or appellate proceedings. 

 

10. AMENDED ACQUISITION AGREEMENT. This instrument shall constitute the final 
and complete expression of this Amended Acquisition Agreement between the District and the 
Developer relating to the subject matter of this Amended Acquisition Agreement. 

 

11. AMENDMENTS. Amendments to and waivers of the provisions contained in this 
Amended Acquisition Agreement may be made only by an instrument in writing which is executed 
by all parties hereto. 

 

12. AUTHORIZATION. The execution of this Amended Acquisition Agreement has 
been duly authorized by the appropriate body or official of the District and the Developer. The 
District and the Developer have complied with all the requirements of law. The District and the 
Developer have full power and authority to comply with the terms and provisions of this 
instrument. 

 

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

 

If to District: Tohoqua Community Development District 

 c/o Governmental Management Services - Central Florida, 
LLC 

219 E. Livingston Street 


Orlando, Florida 32801 

Attention: District Manager 
Telephone: (407) 841-5524 
Email: gflint@gmscfl.com 

 

With a copy to: Latham, Luna, Eden & Beaudine, LLP 

 201 South Orange Avenue, Suite 1400 

 Orlando, Florida 32801 

 Attention: Jan Albanese Carpenter, Esq. 

Telephone: (407) 481-5800 
Email: jcarpenter@lathamluna.com 

 

 If to Developer: Pulte Home Company, LLC 

 3350 Peachtree Road Northeast, Suite 150 

 Atlanta, Georgia 30326 

 Attention: Doug Hoffman 

 Telephone: (407) 509-4014 

 

With a copy to: PulteGroup 

2301 Lucien Way, Suite 155 

Maitland, Florida 32751 

Attention: Scott Clements 

Telephone: (407) 661-2145 

 

Except as otherwise provided in this Amended Acquisition 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 Amended Acquisition Agreement 
would otherwise expire on a non-business day, the Notice period shall be extended to the next 
succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States 
government shall not be regarded as business days. Counsel for the District and counsel for the 
Developer may deliver Notice on behalf of the District and the Developer. 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. Copies of Notices may be sent 
by e-mail, but such transmission should not constitute delivery under this Amended Acquisition 
Agreement. 

 

 14. ARM’S LENGTH TRANSACTION. This Amended Acquisition Agreement has been 
negotiated fully between the District and the Developer as an arm’s length transaction. All parties 
participated fully in the preparation of this Amended Acquisition Agreement and received the 
advice of counsel. In the case of a dispute concerning the interpretation of any provision of this 
Amended Acquisition Agreement, all parties are deemed to have drafted, chosen, and selected the 
language, and the doubtful language will not be interpreted or construed against any party hereto. 

 


15. THIRD-PARTY BENEFICIARIES. This Amended Acquisition Agreement is solely 
for the benefit of the District and the Developer 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 Amended Acquisition 
Agreement. Nothing in this Amended Acquisition Agreement expressed or implied is intended or 
shall be construed to confer upon any person or corporation other than the District and the 
Developer any right, remedy, or claim under or by reason of this Amended Acquisition Agreement 
or any of the provisions or conditions of this Amended Acquisition Agreement; and all of the 
provisions, representations, covenants, and conditions contained in this Amended Acquisition 
Agreement shall inure to the sole benefit of and shall be binding upon the District and the 
Developer and their respective successors and assigns. Notwithstanding the foregoing, nothing in 
this paragraph shall be construed as impairing or modifying the rights of any holders of bonds 
issued by the District for the purpose of acquiring any Work Product, Real Property, or 
Improvements, and the Trustee for the Series 2023 (Phase 4C Project) Bonds, on behalf of the 
owners of the Series 2023 (Phase 4C Project) Bonds, shall be a direct third-party beneficiary of 
the terms and conditions of this Amended Acquisition Agreement and shall be entitled to cause 
the District to enforce the Developer’s obligations hereunder. The Trustee shall not be deemed to 
have assumed any obligation under this Amended Acquisition Agreement. 

 

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

 

17. CONTROLLING LAW AND VENUE. This Amended Acquisition Agreement and the 
provisions contained in this Amended Acquisition Agreement shall be construed, interpreted, and 
controlled according to the laws of the State of Florida. The Parties hereby acknowledge and agree 
that, in the event legal action is instituted to enforce this Amended Acquisition Agreement, the 
Developer consents to and by execution hereof submit to the jurisdiction of any state court sitting 
in or for Osceola County, Florida. 

 

18. EFFECTIVE DATE. This Amended Acquisition Agreement shall be effective upon 
its execution by the District and the Developer. 

 

19. PUBLIC RECORDS. The Developer understands and agrees that all documents of 
any kind provided to the District in connection with this Amended Acquisition Agreement may be 
public records and will be treated as such in accordance with Florida law. 

 

20. SEVERABILITY. The invalidity or unenforceability of any one or more provisions 
of this Amended Acquisition Agreement shall not affect the validity or enforceability of the 
remaining portions of this Amended Acquisition Agreement, or any part of this Amended 
Acquisition Agreement not held to be invalid or unenforceable. 

 

21. SOVEREIGN IMMUNITY. The Developer agrees that nothing in this Amended 
Acquisition Agreement shall constitute or be construed as a waiver of the District’s limitations on 
liability contained in Section 768.28, Florida Statutes, or other statutes or laws. 

 


22. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Amended 
Acquisition Agreement are for convenience only and shall not control nor affect the meaning or 
construction of any of the provisions of this Amended Acquisition Agreement. 

 

23. COUNTERPARTS. This Amended Acquisition Agreement may be executed in any 
number of counterparts, each of which when executed and delivered shall be an original; however, 
all such counterparts together shall constitute but one and the same instrument. Signature and 
acknowledgment pages, if any, may be detached from the counterparts and attached to a single 
copy of this document to physically form one document. 

 

 

 

 

 

 

[Remainder of Page Intentionally Left Blank] 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED 
AGREEMENT BY AND BETWEEN THE TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT AND THE DEVELOPER, REGARDING THE ACQUISITION OF CERTAIN 
WORK PRODUCT AND INFRASTRUCTURE FOR SPECIAL ASSESSMENT 
REVENUE BONDS, SERIES 2023 (PHASE 4C PROJECT) 

 

 

 IN WITNESS WHEREOF, the parties hereto have caused this Amended Acquisition 
Agreement to be signed, sealed and attested on their behalf by duly authorized representatives, all 
as of the date first set forth above. 

 

 DEVELOPER: 

 

 PULTE HOME COMPANY, LLC, a Michigan 
limited liability company 

 

 

 

 By:_______________________________________ 

 Print: Daniel Bryce Langen 

 Title: Vice President and Treasurer 

 


COUNTERPART SIGNATURE PAGE TO THE AMENDED AND RESTATED 
AGREEMENT BY AND BETWEEN THE TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT AND THE DEVELOPER, REGARDING THE ACQUISITION OF CERTAIN 
WORK PRODUCT AND INFRASTRUCTURE FOR SPECIAL ASSESSMENT 
REVENUE BONDS, SERIES 2023 (PHASE 4C PROJECT) 

 

 

 IN WITNESS WHEREOF, the parties hereto have caused this Amended Acquisition 
Agreement to be signed, sealed and attested on their behalf by duly authorized representatives, all 
as of the date first set forth above. 

 

 DISTRICT: 

 

 TOHOQUA COMMUNITY 

DEVELOPMENT DISTRICT, 

a Florida community development district 

 

 

 

 By: 

Print: Andre Vidrine 

Title: Chairperson of the Board of Supervisors 


 

 

 


EXHIBIT “A” 

 

Legal Description 

 

 

 

 

 

 

[ATTACHED] 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


EXHIBIT “B” 

 

Engineer’s Report 

 

 

 

 

 

 

[ATTACHED] 

 

 

 


EXHIBIT “C” 

 

Improvements to be Acquired 

 

1. Stormwater management facilities (pipes, drainage structures, outfalls) and related 
earthwork for stormwater pond excavation and dewatering); 

2. Potable water, reclaimed water and sanitary sewer systems (lift station, pipes, fittings and 
valves) and connection fees; 

3. Electrical distribution and street lighting; 

4. Recreational Facilities and amenities; 

5. Landscape, hardscape and irrigation (anticipated to include perimeter landscape buffers, 
master signage, way finding signage, entry hardscape features, amenity area landscape, 
pedestrian/multipurpose trails and street trees); and together with all real property 
underlying the Improvements. 

 


EXHIBIT “D” 

 

Work Product 

 

All architectural, engineering, landscape design, construction and other professional work product 
related to the Improvements including but not limited to plans, specifications, designs, drawings, 
permit applications and permits, surveys, and the like. 

 

 

 

 

 


AGREEMENT BY AND BETWEEN THE TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT AND THE DEVELOPER, REGARDING THE ACQUISITION OF CERTAIN 
WORK PRODUCT AND INFRASTRUCTURE FOR SPECIAL ASSESSMENT 
REVENUE BONDS, SERIES 2023 (PHASE 4C PROJECT) 



THIS AGREEMENT BY AND BETWEEN THE TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT AND THE DEVELOPER, REGARDING THE 
ACQUISITION OF CERTAIN WORK PRODUCT AND INFRASTRUCTURE FOR 
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 (PHASE 4C PROJECT) (the 
“Acquisition Agreement”) is made and entered into as of July 27, 2023 by and between 
TOHOQUA COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose 
government established pursuant to Chapter 190, Florida Statutes, located in the City of St. Cloud, 
Florida (the “District”) and PULTE HOME COMPANY, LLC, a Michigan limited liability 
company (the “Developer”). 



RECITALS 



WHEREAS, the District was established by Ordinance No. 2017-57 by the Board of 
County Commissioners of Osceola County, Florida, adopted on August 14, 2017 (the 
“Ordinance”) and annexed into the City of St. Cloud by Ordinance No. 2017-53 by the City 
Council of the City of St. Cloud, Florida, adopted on May 24, 2018 (the “Annexation Ordinance”), 
for the purpose of planning, financing, constructing, acquiring, operating and/or maintaining 
certain infrastructure, including surface water management systems, water and wastewater 
facilities, roadways, landscaping, parks, and recreational facilities and uses; and 



WHEREAS, the Developer is the developer and and/or owner of certain property located 
within the District boundaries (the “Development”) identified in Exhibit “A,” which is attached 
hereto and incorporated herein (the “Lands”); and 



WHEREAS, the District intends to issue its Tohoqua Community Development District 
Special Assessment Revenue Bonds, Series 2023 (Phase 4C Project) (the “Series 2023 (Phase 4C 
Project) Bonds”) to finance the planning, design, acquisition, construction, and installation of 
certain infrastructure improvements, facilities, and services (the “Improvements”), as detailed in 
the plans for the District, including previous reports prepared by the District Engineer (collectively 
referred to herein as the “Engineer’s Report”); 



WHEREAS, the District plans to construct, complete the construction and/or acquire 
certain public infrastructure improvements within the Phase 4C Project, as more specifically 
described and identified in the Engineer’s Report; and 



WHEREAS, the Developer acknowledges that the Development will benefit from the 
timely completion and acquisition of the Phase 4C Project; and 



WHEREAS, the Developer and the District acknowledge that the funds available from the 
Series 2023 (Phase 4C Project) Bonds will not be sufficient to complete the design, construction 
and/or acquisition of the Phase 4C Project; and 


WHEREAS, the Developer has agreed to complete the Phase 4C Project, as more 
generally described in Exhibit “B” (as completed, the “Improvements”), in an expeditious and 
timely manner, some of which development requires or includes some of the improvements or 
items as described herein; and 

 

WHEREAS, the District has not had sufficient monies on hand to allow the District to 
contract directly for the preparation of the necessary surveys, reports, drawings, plans, permits, 
specifications, and related documents contemplated in Exhibit “C” (the “Work Product”), which 
would allow the timely commencement and completion of construction of the Improvements; and 

 

WHEREAS, the Developer is under contract to create or has created the Work Product for 
the District and wishes to convey certain elements thereof, as it is completed, to the District; and 

 

WHEREAS, the Developer acknowledges that upon its conveyance, the District will have 
the right to use and rely upon the Work Product for any and all purposes and further desires to 
release to the District of all its right, title, and interest in and to the Work Product (except as 
provided for in this Acquisition Agreement); and 

 

WHEREAS, the District desires to acquire ownership of the completed Work Product as 
well as the unrestricted right to use and rely upon the Work Product for any and all purposes; and 

 

WHEREAS, in order to allow the District to avoid delay as a result of the lengthy process 
incident to the sale and closing on the Series 2023 (Phase 4C Project) Bonds, the Developer has 
under contract, under construction, or is obligated to convey to appropriate units of local 
government as is designated in the Engineer’s Report, certain portions of the Phase 4C Project; 
and 

 

WHEREAS, the Developer agrees to convey to the District all right, title, and interest in 
the Improvements to be owned by the District as of the “Acquisition Date” (as hereinafter defined); 
and 

 

WHEREAS, the District wishes to acquire the Improvements from the Developer as of the 
Acquisition Date, notwithstanding the District’s inability pay for all or some of the Improvements 
with the proceeds of the Series 2023 (Phase 4C Project) Bonds; and 

 

WHEREAS, in conjunction with the acquisition of the Improvements, the Developer 
desires to convey, or cause to be conveyed, to the District, interests in certain real property 
sufficient to allow the District to own, operate, maintain, construct, or install the Improvements, 
whether such conveyances shall be in fee simple, perpetual easement, or other interest as may be 
in the best interests of the District, or required by permits or development plans and agreed to by 
the Developer (the “Real Property”); and 

 

WHEREAS, the Developer agrees to convey, or cause to be conveyed, any such Real 
Property to the District and in a form satisfactory to the District and subject to the conditions set 
forth herein; and 

 


WHEREAS, the Developer shall have the option to contribute additional Real Property 
and/or Improvements with values in an amount equal to or in excess of the Lands Assessments, 
and, if such option is elected, the District has agreed to accept such conveyances in lieu of 
assessments in order to complete the Phase 4C Project, in an expeditious and timely manner 
(“Conveyances in Lieu of Assessments”); and 

 

WHEREAS, the District and the Developer are entering into this Acquisition Agreement 
to ensure the timely completion, conveyance and operation of the Phase 4C Project. 

 

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

 

1. INCORPORATION OF RECITALS. The recitals stated above are true and correct and 
by this reference are incorporated as a material part of this Acquisition Agreement. 

 

2. WORK PRODUCT. The District agrees to pay, but only to the extent funds are 
available for such purpose derived from the proceeds of the Series 2023 (Phase 4C Project) Bonds, 
the actual reasonable cost incurred by the Developer in preparation of the Work Product in 
accordance with the provisions of this Acquisition Agreement. The Developer shall provide copies 
of any and all invoices, bills, receipts, or other evidence of costs incurred by the Developer for the 
Work Product. The parties agree that Acquisition Dates may be established for the acquisitions 
contemplated by this Acquisition Agreement. The District Engineer shall review all evidence of 
cost and shall certify to the District’s Board of Supervisors the total actual amount of cost, which 
in the District Engineer’s sole opinion is reasonable for the Work Product. The District Engineer’s 
opinion as to cost shall be set forth in an Engineer’s Certificate which shall accompany the 
requisition for the funds from the District’s Trustee. In the event that the Developer disputes the 
District Engineer’s opinion as to cost, the District and the Developer agree to use good faith efforts 
to resolve such dispute. If the parties are unable to resolve any such dispute, the parties agree to 
jointly select a third-party engineer whose decision as to any such dispute shall be binding upon 
the parties. Such a decision by a third-party engineer shall be set forth in an Engineer’s Affidavit 
which shall accompany the requisition for the funds from the District’s Trustee. The parties 
acknowledge that the Work Product is being acquired for use by the District in connection with 
the construction or operation, as applicable, of the Improvements. 

 

A. The Developer agrees to release and/or to provide a non-exclusive 
assignment to the District of the right, title, and interest which the Developer 
may have in and to the above described Work Product, as well as all 
common law, statutory, and other reserved rights, including all copyrights 
in the Work Product and extensions and renewals thereof under United 
States law and throughout the world, and all publication rights and all 
subsidiary rights and other rights in and to the Work Product in all forms, 
mediums, and media, now known or hereinafter devised. To the extent 
determined necessary by the District, the Developer shall obtain all releases 
and/or assignments from any professional providing services in connection 
with the Work Product to enable the District to use and rely upon the Work 



Product. Such releases and/or assignments may include, but are not limited 
to, any architectural, engineering, or other professional services. Such 
releases shall be provided in a timely manner in the reasonable discretion of 
the District. 


 

B. The Developer acknowledges the District’s right to use and rely upon the 
Work Product for any and all purposes. 

 

 3. ACQUISITION OF IMPROVEMENTS. The Developer agrees that bond proceeds shall 
only be disbursed upon completion of the Improvements and conveyance to the District. The 
Developer has constructed, is constructing, has under contract or will have under contract to 
construct and complete, the Improvements. When the Improvements are completed and are ready 
for conveyance by the Developer to the District, the Developer shall notify the District in writing, 
describing the nature of the Improvements, their general location, and their estimated cost. Any 
Real Property interests necessary for the functioning of the Improvements to be acquired under 
this paragraph shall be reviewed and conveyed in accordance with the provisions of Section 4. 
The District Engineer, in consultation with counsel, shall determine in writing whether or not the 
infrastructure to be conveyed is a part of the Improvements contemplated by the Engineer’s Report 
and, if so, shall provide Developer with a list of items necessary to complete the acquisition. Each 
such acquisition shall also be subject to the engineering review and certification process described 
in Section 2. The District Manager shall determine, in writing, whether the District has, based on 
the Developer’s estimate of costs, any unencumbered Series 2023 (Phase 4C Project) Bonds funds 
available to pay for the acquisition of such Improvements, although the Developer agrees that such 
payment is not required for the conveyance(s), if sufficient funds are not available. The Developer 
agrees, if it elects this option, that either no payments or reimbursements of any kind shall be made 
by the District for Conveyances in Lieu of Assessments, or payments or reimbursements may be 
deferred or partially deferred pending availability of unencumbered Series 2023 (Phase 4C Project) 
Bonds funds becoming available. 

 

A. All documentation of any acquisition (e.g., bills of sale, receipts, 
maintenance bonds, as-built, evidence of costs, deeds or easements, etc.) 
shall be to the reasonable satisfaction of the District. If any item acquired 
by the District is to be subsequently conveyed to a third-party governmental 
body, then the Developer agrees to cooperate and provide such 
certifications or documents as may be required by that governmental body, 
if any. 

 

B. The District Engineer shall certify as to the actual cost of any Improvements 
built or constructed by or at the direction of the Developer, and the District 
shall pay no more than the actual cost incurred, or the current value thereof, 
whichever is less, as determined by the District Engineer. 


 

C. The Developer agrees to cooperate fully in the transfer of any permits to the 
District or a governmental entity with maintenance obligations for any 
Improvements conveyed pursuant to this Acquisition Agreement. 


 


4. CONVEYANCE OF REAL PROPERTY. 

 

A. Conveyance. The Developer agrees that it will convey, or cause to be 
conveyed by others, to the District at or prior to the Acquisition Date, and 
as determined solely by the District by a special warranty deed, easement 
(which may be non-exclusive), or other instrument reasonably acceptable 
to the District and the Developer together with a metes and bounds or platted 
legal description, the Real Property upon which the Improvements are 
constructed or which are necessary for the operation and maintenance of, 
and access to, the Improvements, or subsequently required to be conveyed 
by the District to the Osceola County or any other governmental entity. The 
parties agree that in no event shall the purchase price for the Real Property 
exceed the value of an appraisal or similar third-party report (prepared by a 
qualified appraiser or appraisal company) or other evidence acceptable to 
the District’s bond counsel and District staff, obtained by the Developer or 
the District for this purpose. The parties agree that the purchase price shall 
not include amounts attributable to the value of Improvements on the Real 
Property and other Improvements serving the Property that have been, or 
will be, funded by the District. If requested and necessary, such special 
warranty deed or other instrument shall be subject to a reservation by 
Developer of its right and privilege to use the area conveyed to construct 
any Improvements and any future Improvements to such area for any related 
purposes (including, but not limited to, construction traffic relating to the 
construction of the Development) not inconsistent with the District’s use, 
occupation or enjoyment thereof. The Developer shall pay the cost for 
recording fees and documentary stamps required, if any, for the conveyance 
of the Real Property upon which the Improvements are constructed, 
including costs, if any, for the further conveyance by the District to Osceola 
County or any other governmental entity, if applicable. The Developer shall 
be responsible for all taxes and assessments levied on the lands upon which 
the Improvements are constructed until such time as the Developer conveys 
all said lands to the District. At the time of conveyance, the Developer shall 
provide, at its expense, an owner’s title insurance policy in a form 
satisfactory to the District in an amount equal to the value paid by the 
District to the Developer for such Real Property (or a title search, if the 
District determines, in its sole discretion, a title policy is not necessary). In 
the event the title search reveals exceptions to title which render title 
unmarketable or which, in the District’s reasonable discretion, would 
materially interfere with the District’s use of such Real Property, the 
Developer shall cure, or cause to be cured, such defects at no expense to the 
District. 

 

B. Boundary or Other Adjustments. Developer and the District agree that 
reasonable future boundary adjustments may be made as deemed necessary 
by both parties in order to accurately describe lands conveyed to the District 
and lands which remain in Developer’s ownership. The parties agree that in 


the event any land transfers made to the District to accommodate such 
adjustments when result in a net increase in acreage to the District when 
there are bond proceeds available, the District will pay the lesser of the 
Developer’s cost basis in the land received by the District or fair market 
value as determined by an independent appraisal. For any land transfers 
made to the Developer to accommodate such adjustments for which bond 
proceeds were used to pay for such land, the Developer shall pay the greater 
of the price paid by the District for such land or the fair market value as 
determined by an independent appraisal. Notwithstanding the above, if 
there is no net increase or decrease in the lands to be owned by the District 
and the Developer as a result of such conveyances, no consideration will be 
owed by either party provided the swapped lands have the same utility. 
Further, the parties may request an opinion of the District’s bond counsel if 
some other alternative is proposed for any boundary adjustments and such 
opinion concludes that such alternative will not adversely affect the tax 
status of the Series 2023 (Phase 4C Project) Bonds. The party requesting 
such adjustment shall pay any transaction costs resulting from the 
adjustment, including but not limited to taxes, title insurance, appraisals, 
any District bond counsel fee, recording fees or other costs. 

 

5. COOPERATION AND COMPLETION. The parties agree to cooperate and use good 
faith and best efforts to undertake and complete the acquisition process contemplated by this 
Acquisition Agreement on such date or dates as the parties may jointly agree upon (each an 
“Acquisition Date”), but all must be no later than the end of a reasonable time period for acquisition 
considering the type of Work Product, Real Property and Improvements to be conveyed, or such 
other time period required to maintain the tax-exempt status of the Series 2023 (Phase 4C Project) 
Bonds as determined by an opinion of the District’s bond counsel. 

 

6. ENGINEER’S CERTIFICATION. Before any payments are made by the District to the 
Developer, or any Improvements, Work Product or Real Property is accepted by the District, in 
addition to the other requirements provided herein the Developer shall provide to the District a 
certificate, signed by the District Engineer certifying that the Work Product, Improvements or Real 
Property are a part of the Phase 4C Project and that such Work Product, Improvements or Real 
Property has been prepared, constructed, installed or must be acquired, in conformity with the 
plans and specifications, the Engineer’s Report and all applicable laws related to the preparation, 
construction, installation or acquisition thereof. 

 

7. WARRANTY. For the acquisition of Improvements or Work Product hereunder, the 
Developer agrees to assign to the District all or any remaining portion of any professionals’ or 
contractors’ warranties, contracts or bonds, warrantying or guaranteeing that the Improvements or 
Work Product conveyed against defects or failings in materials, equipment, fitness or construction. 
Notwithstanding such assignment, the Developer shall cause any such professionals and 
contractors to warranty that the Improvements are free from defects in materials, equipment and 
construction for a period of at least one (1) year from completion thereof. 

 


8. DEFAULT. A default by either party under this Acquisition 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 (except special, consequential or punitive) and/or specific performance. 

 

 If the Developer fails to keep, observe or perform any of the agreements, terms, covenants 
or representations, or otherwise is in default of this Acquisition Agreement, the District shall give 
written notice to Developer (at the address listed in Section 13 below), and the Developer shall 
have sixty (60) days to cure such default (which time may be extended by the District in its sole 
discretion), unless a shorter time to cure is mandated by applicable law or regulation. 

 

9. ENFORCEMENT OF ACQUISITION AGREEMENT. In the event that either party is 
required to enforce this Acquisition Agreement by court proceedings or otherwise, then the parties 
agree that the prevailing party shall be entitled to recover from the other, its reasonable attorneys’ 
fees and costs incurred for trial, alternative dispute resolution, or appellate proceedings. 

 

10. ACQUISITION AGREEMENT. This instrument shall constitute the final and complete 
expression of this Acquisition Agreement between the District and the Developer relating to the 
subject matter of this Acquisition Agreement. 

 

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

 

12. AUTHORIZATION. The execution of this Acquisition Agreement has been duly 
authorized by the appropriate body or official of the District and the Developer. The District and 
the Developer have complied with all the requirements of law. The District and the Developer 
have full power and authority to comply with the terms and provisions of this instrument. 

 

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

 

If to District: Tohoqua Community Development District 

 c/o Governmental Management Services - Central Florida, 
LLC 

219 E. Livingston Street 
Orlando, Florida 32801 

Attention: District Manager 
Telephone: (407) 841-5524 
Email: gflint@gmscfl.com 

 

With a copy to: Latham, Luna, Eden & Beaudine, LLP 

 201 South Orange Avenue, Suite 1400 

 Orlando, Florida 32801 

 Attention: Jan Albanese Carpenter, Esq. 

Telephone: (407) 481-5800 


Email: 

 

 If to Developer: Pulte Home Company, LLC 

 3350 Peachtree Road Northeast, Suite 150 

 Atlanta, Georgia 30326 

 Attention: Doug Hoffman 

 Telephone: (407) 509-4014 

 

With a copy to: PulteGroup 

2301 Lucien Way, Suite 155 

Maitland, Florida 32751 

Attention: Scott Clements 

Telephone: (407) 661-2145 

 

Except as otherwise provided in this Acquisition 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 Acquisition Agreement would otherwise expire 
on a non-business day, the Notice period shall be extended to the next succeeding business day. 
Saturdays, Sundays, and legal holidays recognized by the United States government shall not be 
regarded as business days. Counsel for the District and counsel for the Developer may deliver 
Notice on behalf of the District and the Developer. 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. Copies of Notices may be sent by e-mail, but such transmission 
should not constitute delivery under this Acquisition Agreement. 

 

 14. ARM’S LENGTH TRANSACTION. This Acquisition Agreement has been negotiated 
fully between the District and the Developer as an arm’s length transaction. All parties participated 
fully in the preparation of this Acquisition Agreement and received the advice of counsel. In the 
case of a dispute concerning the interpretation of any provision of this Acquisition Agreement, all 
parties are deemed to have drafted, chosen, and selected the language, and the doubtful language 
will not be interpreted or construed against any party hereto. 

 

15. THIRD-PARTY BENEFICIARIES. This Acquisition Agreement is solely for the 
benefit of the District and the Developer 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 Acquisition Agreement. 
Nothing in this Acquisition Agreement expressed or implied is intended or shall be construed to 
confer upon any person or corporation other than the District and the Developer any right, remedy, 
or claim under or by reason of this Acquisition Agreement or any of the provisions or conditions 
of this Acquisition Agreement; and all of the provisions, representations, covenants, and conditions 
contained in this Acquisition Agreement shall inure to the sole benefit of and shall be binding upon 
the District and the Developer and their respective successors and assigns. Notwithstanding the 
foregoing, nothing in this paragraph shall be construed as impairing or modifying the rights of any 
holders of bonds issued by the District for the purpose of acquiring any Work Product, Real 
Property, or Improvements, and the Trustee for the Series 2023 (Phase 4C Project) Bonds, on 


behalf of the owners of the Series 2023 (Phase 4C Project) Bonds, shall be a direct third-party 
beneficiary of the terms and conditions of this Acquisition Agreement and shall be entitled to cause 
the District to enforce the Developer’s obligations hereunder. The Trustee shall not be deemed to 
have assumed any obligation under this Acquisition Agreement. 

 

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

 

17. CONTROLLING LAW AND VENUE. This Acquisition Agreement and the provisions 
contained in this Acquisition Agreement shall be construed, interpreted, and controlled according 
to the laws of the State of Florida. The Parties hereby acknowledge and agree that, in the event 
legal action is instituted to enforce this Acquisition Agreement, the Developer consents to and by 
execution hereof submit to the jurisdiction of any state court sitting in or for Osceola County, 
Florida. 

 

18. EFFECTIVE DATE. This Acquisition Agreement shall be effective upon its 
execution by the District and the Developer. 

 

19. PUBLIC RECORDS. The Developer understands and agrees that all documents of 
any kind provided to the District in connection with this Acquisition Agreement may be public 
records and will be treated as such in accordance with Florida law. 

 

20. SEVERABILITY. The invalidity or unenforceability of any one or more provisions 
of this Acquisition Agreement shall not affect the validity or enforceability of the remaining 
portions of this Acquisition Agreement, or any part of this Acquisition Agreement not held to be 
invalid or unenforceable. 

 

21. SOVEREIGN IMMUNITY. The Developer agrees that nothing in this Acquisition 
Agreement shall constitute or be construed as a waiver of the District’s limitations on liability 
contained in Section 768.28, Florida Statutes, or other statutes or laws. 

 

22. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Acquisition 
Agreement are for convenience only and shall not control nor affect the meaning or construction 
of any of the provisions of this Acquisition Agreement. 

 

23. COUNTERPARTS. This Acquisition Agreement may be executed in any number of 
counterparts, each of which when executed and delivered shall be an original; however, all such 
counterparts together shall constitute but one and the same instrument. Signature and 
acknowledgment pages, if any, may be detached from the counterparts and attached to a single 
copy of this document to physically form one document. 

 

 

 

 


COUNTERPART SIGNATURE PAGE TO THE AGREEMENT BY AND BETWEEN 
THE TOHOQUA COMMUNITY DEVELOPMENT DISTRICT AND THE 
DEVELOPER, REGARDING THE ACQUISITION OF CERTAIN WORK PRODUCT 
AND INFRASTRUCTURE FOR SPECIAL ASSESSMENT REVENUE BONDS, 

SERIES 2023 (PHASE 4C PROJECT) 

 

 

 IN WITNESS WHEREOF, the parties hereto have caused this Acquisition Agreement to 
be signed, sealed and attested on their behalf by duly authorized representatives, all as of the date 
first set forth above. 

 

 DEVELOPER: 

 

 PULTE HOME COMPANY, LLC, a Michigan 
limited liability company 

 

 

 

 By:_______________________________________ 

 Print: Daniel Bryce Langen 

 Title: Vice President and Treasurer 

 


COUNTERPART SIGNATURE PAGE TO THE AGREEMENT BY AND BETWEEN 
THE TOHOQUA COMMUNITY DEVELOPMENT DISTRICT AND THE 
DEVELOPER, REGARDING THE ACQUISITION OF CERTAIN WORK PRODUCT 
AND INFRASTRUCTURE FOR SPECIAL ASSESSMENT REVENUE BONDS, 

SERIES 2023 (PHASE 4C PROJECT) 

 

 

 IN WITNESS WHEREOF, the parties hereto have caused this Acquisition Agreement to 
be signed, sealed and attested on their behalf by duly authorized representatives, all as of the date 
first set forth above. 

 

 DISTRICT: 

 

 TOHOQUA COMMUNITY 

DEVELOPMENT DISTRICT, 

a Florida community development district 

 

 

 

 By: 

Print: Andre Vidrine 

Title: Chairperson of the Board of Supervisors 


 

 

 


EXHIBIT “A” 

 

Legal Description 

 

 

A portion of Blocks 26, 27, 30 and 31, FLORIDA DRAINED LAND COMPANY’S 
SUBDIVISION No. 1, as recorded in Plat Book B, Pages 65 and 66 of the Public Records of 
Osceola County, Florida being more particularly described as follows: 

Commence at the Southwest corner of the Southwest 1/4 of Section 5, Township 26 South, Range 
30 East, Osceola County, Florida; thence run N00°12’35”E along the West line of said Southwest 
1/4, a distance of 47.83 feet to the POINT OF BEGINNING; thence run N19°52'22"E, a distance 
of 348.40 feet to a point on a Non-Tangent curve, concave to the Northeast, having a Radius of 
2,190.00 feet and a Central Angle of 02°01'29"; thence run Southeasterly along the arc of said 
curve, a distance of 77.39 feet (Chord Bearing = S64°18'20"E, Chord = 77.39 feet); thence run 
N19°52'22"E, a distance of 150.00 feet to a point on a Non-Tangent curve, concave to the East, 
having a Radius of 8,959.75 feet and a Central Angle of 00°14'33"; thence run Northerly along the 
arc of said curve, a distance of 37.93 feet (Chord Bearing = N20°59'10"E, Chord = 37.93 feet) to 
a point on a Non-Tangent curve, concave to the Southeast, having a Radius of 22,536.83 feet and 
a Central Angle of 01°56'36"; thence run Northeasterly along the arc of said curve, a distance of 
764.43 feet (Chord Bearing = N25°44'37"E, Chord = 764.39 feet); thence run S65°05'57"E, a 
distance of 567.05 feet; thence run S86°56'11"E, a distance of 674.54 feet to a point on a Non- 
Tangent curve, concave to the East, having a Radius of 3,769.00 feet and a Central Angle of 
04°17'56"; thence run Southerly along the arc of said curve, a distance of 282.78 feet (Chord 
Bearing = S01°43'49"E, Chord = 282.71 feet) to a point on the boundary of Tract LS-1, 
TOHOQUA – PHASE 4A, as recorded in Plat Book 30, Pages 124 through 129 of the Public 
Records of Osceola County, Florida; thence along the boundary of said Tract LS-1 the following 
eight (8) courses: run S86°07'07"W, a distance of 9.94 feet to a point on a Non-Tangent curve, 
concave to the East, having a Radius of 3,779.00 feet and a Central Angle of 00°25'10"; thence 
run Northerly along the arc of said curve, a distance of 27.66 feet (Chord Bearing = N03°40'18"W, 
Chord = 27.66 feet); thence run S86°06'06"W, a distance of 59.00 feet to a point on a Non-Tangent 
curve, concave to the East, having a Radius of 3,838.00 feet and a Central Angle of 00°37'51"; 
thence run Southerly along the arc of said curve, a distance of 42.26 feet (Chord Bearing = 
S03°47'03"E, Chord = 42.26 feet) to a Point of Compound Curve, concave to the East, having a 


Radius of 1,258.00 feet and a Central Angle of 00°45'45"; thence run Southerly along the arc of 
said curve, a distance of 16.74 feet (Chord Bearing = S04°28'51"E, Chord = 16.74 feet); thence 
run N86°06'06"E, a distance of 59.01 feet to a point on a Non-Tangent curve, concave to the East, 
having a Radius of 1,199.00 feet and a Central Angle of 00°27'35"; thence run Northerly along the 
arc of said curve, a distance of 9.62 feet (Chord Bearing = N04°40'47"W, Chord = 9.62 feet); 
thence run N85°33'00"E, a distance of 9.94 feet to a point on a Non-Tangent curve, concave to the 
East, having a Radius of 1,189.00 feet and a Central Angle of 05°06'24"; thence run Southerly 
along the arc of said curve, a distance of 105.97 feet (Chord Bearing = S06°59'51"E, Chord = 
105.94 feet); to a point on a Non-Tangent curve, concave to the Northwest, having a Radius of 
25.00 feet and a Central Angle of 83°45'32"; thence run Southwesterly along the arc of said curve, 
a distance of 36.55 feet (Chord Bearing = S37°29'28"W, Chord = 33.38 feet); thence run 
S79°22'14"W, a distance of 1.95 feet; thence run S10°37'46"E, a distance of 54.00 feet; thence run 
N79°22'14"E, a distance of 328.32 feet to a point on a Non-Tangent curve, concave to the South, 
having a Radius of 25.00 feet and a Central Angle of 39°14'47"; thence run Easterly along the arc 
of said curve, a distance of 17.12 feet (Chord Bearing = S83°18'22"E, Chord = 16.79 feet); thence 
run S79°22'14"W, a distance of 427.57 feet to a point on a Non-Tangent curve, concave to the 
South, having a Radius of 1,653.76 feet and a Central Angle of 15°27'19"; thence run Westerly 
along the arc of said curve, a distance of 446.10 feet (Chord Bearing = S71°38'50"W, Chord = 
444.75 feet) to a point on a Non-Tangent curve, concave to the East, having a Radius of 25.00 feet 
and a Central Angle of 55°48'06"; thence run Southerly along the arc of said curve, a distance of 
24.35 feet (Chord Bearing = S00°35'22"E, Chord = 23.40 feet) to a Point of Compound Curve, 
concave to the Northeast, having a Radius of 470.00 feet and a Central Angle of 02°07'01"; thence 
run Southeasterly along the arc of said curve, a distance of 17.36 feet (Chord Bearing = 
S29°32'55"E, Chord = 17.36 feet); thence run S58°02'45"W, a distance of 60.01 feet to a point on 
a Non-Tangent curve, concave to the Northeast, having a Radius of 530.00 feet and a Central 
Angle of 14°29'12"; thence run Southeasterly along the arc of said curve, a distance of 134.00 feet 
(Chord Bearing = S38°00'10"E, Chord = 133.65 feet) to the Point of Tangency; thence run 
S45°14'46"E, a distance of 413.66 feet to a point on a Non-Tangent curve, concave to the 
Southeast, having a Radius of 489.73 feet and a Central Angle of 03°30'06"; thence run 
Southwesterly along the arc of said curve, a distance of 29.93 feet (Chord Bearing = S37°45'54"W, 
Chord = 29.92 feet); thence run S37°49'54"W, a distance of 117.74 feet to a point on a Non- 


Tangent curve, concave to the Northwest, having a Radius of 591.31 feet and a Central Angle of 
29°16'54"; thence run Southwesterly along the arc of said curve, a distance of 302.20 feet (Chord 
Bearing = S56°01'53"W, Chord = 298.92 feet) to a point on a Non-Tangent curve, concave to the 
Southeast, having a Radius of 401.44 feet and a Central Angle of 36°49'07"; thence run 
Southwesterly along the arc of said curve, a distance of 257.97 feet (Chord Bearing = 
S55°06'29"W, Chord = 253.55 feet); thence run S35°26'24"W, a distance of 191.21 feet a point on 
the North Right of Way line of Southbury Drive as described in Official Records Book 4010, Page 
2871 of the Public Records of Osceola County, Florida, said point being on a Non-Tangent curve, 
concave to the Southwest, having a Radius of 2,040.00 feet and a Central Angle of 05°27'47"; 
thence run Northwesterly along the arc of said curve, a distance of 194.51 feet (Chord Bearing = 
N52°15'35"W, Chord = 194.44 feet) to a point on a Non-Tangent curve, concave to the Southwest, 
having a Radius of 2,124.00 feet and a Central Angle of 19°54'11"; thence run Northwesterly along 
the arc of said curve, a distance of 737.82 feet (Chord Bearing = N64°38'28"W, Chord = 734.12 
feet) to a Point of Reverse Curve, concave to the North, having a Radius of 1,951.00 feet and a 
Central Angle of 08°18'12"; thence run Westerly along the arc of said curve, a distance of 282.74 
feet (Chord Bearing = N70°26'27"W, Chord = 282.49 feet) to Point “A” for reference, said point 
being on a Non-Tangent curve, concave to the North, having a Radius of 10.00 feet and a Central 
Angle of 91°30'05"; thence run Easterly along the arc of said curve, a distance of 15.97 feet (Chord 
Bearing = N67°57'36"E, Chord = 14.33 feet) to the Point of Tangency; thence run N22°12'33"E, 
a distance of 246.77 feet; thence run N19°52'22"E, a distance of 58.16 feet to the POINT OF 
BEGINNING. 

Containing 49.71 acres, more or less. 

 

TOGETHER WITH: 

Commence at Point “A” as described above; thence run S06°40’57”W, a distance of 97.06 feet to 
the POINT OF BEGINNING, said point being on a curve concave to the North, and having a 
Radius of 2044.00 feet and a Central Angle of 07°30'24"; thence run Southeasterly along the arc 
of said curve a distance of 267.79 feet (Chord Bearing = S70°50’21”E, Chord = 267.60 feet) to a 
Point of Reverse Curve, concave to the Southwest, having a Radius of 2,031.00 feet and a Central 
Angle of 15°48'39"; thence run Southeasterly along the arc of said curve, a distance of 560.46 feet 
(Chord Bearing = S66°41'14"E, Chord = 558.68 feet); thence run S35°26'14"W, a distance of 96.27 


feet to the Point of Curvature of a curve concave to the North, having a Radius of 45.00 feet and a 
Central Angle of 84°14'44"; thence run Westerly along the arc of said curve, a distance of 66.17 
feet (Chord Bearing = S77°33'36"W, Chord = 60.36 feet) to a Point of Reverse Curve, concave to 
the Southwest, having a Radius of 1,894.00 feet and a Central Angle of 14°16'43"; thence run 
Northwesterly along the arc of said curve, a distance of 472.00 feet (Chord Bearing = 
N67°27'24"W, Chord = 470.78 feet) to a point on a Non-Tangent curve, concave to the North, 
having a Radius of 2,409.84 feet and a Central Angle of 07°24'49"; thence run Westerly along the 
arc of said curve, a distance of 311.81 feet (Chord Bearing = N70°16'31"W, Chord = 311.59 feet); 
thence run N23°34'50"E, a distance of 20.00 feet to a point on a Non-Tangent curve, concave to 
the North, having a Radius of 25.00 feet and a Central Angle of 90°10'58"; thence run Easterly 
along the arc of said curve, a distance of 39.35 feet (Chord Bearing = N68°29'21"E, Chord = 35.41 
feet) to the Point of Tangency; thence run N23°23'51"E, a distance of 90.87 feet to the POINT OF 
BEGINNING. 

Containing 2.56 acres, more or less. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


EXHIBIT “B” 

 

Improvements to be Acquired 

 

1. Stormwater management facilities (pipes, drainage structures, outfalls) and related 
earthwork for stormwater pond excavation and dewatering); 

2. Potable water, reclaimed water and sanitary sewer systems (lift station, pipes, fittings and 
valves) and connection fees; 

3. Electrical distribution and street lighting; 

4. Recreational Facilities and amenities; 

5. Landscape, hardscape and irrigation (anticipated to include perimeter landscape buffers, 
master signage, way finding signage, entry hardscape features, amenity area landscape, 
pedestrian/multipurpose trails and street trees); and together with all real property 
underlying the Improvements. 

 


EXHIBIT “C” 

 

Work Product 

 

All architectural, engineering, landscape design, construction and other professional work product 
related to the Improvements including but not limited to plans, specifications, designs, drawings, 
permit applications and permits, surveys, and the like. 

 

 

 

 

 


Prepared by and when 

recorded return to: 

Jan Albanese Carpenter, Esq. 

Latham, Luna, Eden & Beaudine, LLP 

Post Office Box 3353 

Orlando, Florida 32802 

 

 

 

COLLATERAL ASSIGNMENT AND ASSUMPTION OF 

DEVELOPMENT AND CONTRACT RIGHTS RELATING TO 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

(Phase 4C Bonds) 

 

This COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT 
AND CONTRACT RIGHTS RELATING TO THE TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT (Phase 4C Bonds) (herein, the "Assignment") is made this 1st 
day of September, 2023, by PULTE HOME COMPANY, LLC, a Michigan limited liability 
company (the "Developer"), and in favor of the TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT, a local unit of special purpose government created pursuant to Chapter 190, Florida 
Statutes, and located in the City of St. Cloud, Florida (together with its successors and assigns, the 
"District"). 

RECITALS 

WHEREAS, the District proposes to issue its Special Assessment Revenue Bonds, Series 
2023 (Phase 4C Project) (the "Phase 4C Bonds") to finance certain public infrastructure which 
will provide special benefit to certain lands including, but not limited to the real property described 
on Exhibit “A” ("Phase 4C Project"), which is located within the geographical boundaries of the 
District; and 

WHEREAS, the security for the repayment of the Phase 4C Bonds are the Series 2023 
(Phase 4C Project) Special Assessments levied against Phase 4C Project (the "Phase 4C Special 
Assessments"); and 

WHEREAS, Developer is the current owner of the lands constituting Phase 4C Project 
and Developer is the owner of development rights on the lands constituting Phase 4C Project; and 

WHEREAS, the purchasers of the Phase 4C Bonds anticipate that Phase 4C Project will 
be developed into [___] platted lots (each a "Lot") as contemplated by the Master Assessment 
Methodology for Tohoqua Community Development District, dated September 25, 2017, which 
describes the methodology for allocation of special assessments to lands within the District, as 
subsequently amended, including as subsequently amended by the Tohoqua Community 
Development District Series 2023 Supplemental Assessment Methodology for Phase 4C Project 
(Phase 4C Project), dated [September 1, 2023], each prepared by Governmental Management 


Services - Central Florida, LLC (a copy of which is on file in the District's office) and sold to 
unaffiliated homebuilders or homebuyers ("Development Completion"); and 

WHEREAS, the failure to achieve Development Completion may increase the likelihood 
that the purchasers of the Phase 4C Bonds will not receive the full benefit of their investment in 
the Phase 4C Bonds; and 

WHEREAS, during the period in which the Phase 4C Project is being developed and has 
yet to reach Development Completion, there is an increased likelihood that adverse changes to 
local or national economic conditions may result in a default in the payment of the Phase 4C 
Special Assessments; and 

WHEREAS, in the event of default in the payment of the Phase 4C Special Assessments 
or an Event of Default hereunder, the District has certain remedies with respect to the lien of the 
Phase 4C Special Assessments as more particularly set forth herein (collectively, the "Remedial 
Rights"); and 

WHEREAS, in the event the District exercises its Remedial Rights, the District will 
require the assignment of certain Development & Contract Rights (defined in Section 2 below), to 
complete development of the District Lands within Phase 4C Project to the extent that such 
Development & Contract Rights have not been previously assigned, transferred, or otherwise 
conveyed to: (1) an unaffiliated residential homebuilder or a retail homebuyer in the ordinary 
course of business; (2) Osceola County; (3) the District; (4) any applicable homeowner's 
association; (5) any other governmental entity or association as may be required by applicable 
permits, government approvals, plats, entitlements, or regulations associated with the Phase 4C 
Project or affecting the Phase 4C Project; or (6) any person that prepays all Phase 4C Special 
Assessments relating to such conveyed land ("Debt Free Land") (each of (1) through (6) 
constitute a "Partial Transfer"); 

WHEREAS, in the event of a transfer, conveyance or sale of any portion of the Phase 4C 
Project that is not a Partial Transfer, the successors-in-interest to the real property so conveyed by 
the Developer, shall be subject to this Assignment, which shall be recorded in the Official Records 
of Osceola County, Florida; and 

WHEREAS, this Assignment is not intended to impair or interfere with the development 
of the Phase 4C Project. 

NOW, THEREFORE, in consideration of the above recitals which the parties hereby 
agree are true and correct and are hereby incorporated by reference and other good and valuable 
consideration, the sufficiency of which is acknowledged, the Developer and the District agree as 
follows: 

1. Incorporation of Recitals and Exhibit. The recitals set forth above and the 
Exhibit attached hereto are incorporated herein, as if restated in their entirety. 

 


2. Collateral Assignment. The Developer hereby collaterally assigns to the District, 
to the extent assignable, to the extent accepted by the District in its sole discretion, and to the 
extent that they are solely owned or controlled by the Developer or subsequently acquired by the 
Developer, and subject to the limitations set forth below, all of the Developer's development rights 
relating to the development of the Phase 4C Project, and the Developer's rights as declarant of the 
master and neighborhood associations with respect to, and to the extent of the unit parcels within 
the Phase 4C Project lands not conveyed to third parties as of the date of the Collateral Assignment 
(herein the "Development & Contract Rights"), as security for the Developer's payment and 
performance and discharge of its obligation to pay the Phase 4C Special Assessments levied 
against the District lands owned by the Developer from time to time, as more particularly described 
in Exhibit “A” attached hereto. This assignment shall become effective and absolute upon an 
Event of Default (as hereinafter defined) or upon the failure of the Developer to pay any portion 
of the Phase 4C Special Assessments levied against lands owned by the Developer resulting in the 
transfer of title to such lands. The Development & Contract Rights shall include all of the 
following as they pertain to the Phase 4C Project: 

(a) Entitlements, concurrency and capacity certificates and development 
agreement rights; 

(b) Engineering and construction plans and specifications for grading, 
roadways, walkways, site drainage, stormwater drainage, signage, water distribution, waste water 
collection, and other improvements; 

(c) Preliminary and final site plans; 

(d) Architectural plans and specifications for buildings, landscaping and other 
public improvements to the Phase 4C Project; 

(e) Permits, approvals, resolutions, variances, orders, easements (including 
conservation easements), licenses, and franchises granted by governmental authorities, or any of 
their respective agencies, for or affecting the development of the Phase 4C Project or the 
construction of improvements thereon and off-site improvements to the extent such off-site 
improvements are necessary or required to complete the Phase 4C Project, including, but not 
limited to, the following: 

(i) Any and all approvals, extensions, amendments, rezoning and 
development orders rendered by governmental authorities, 
including Osceola County; 

(ii) Any and all service agreements relating to utilities, including, but 
not limited to, water and/or wastewater; and 

(iii) Permits, including, but not limited to, those described in the 
Tohoqua Community Development District Engineer’s Report, 
dated September 25, 2017, as supplemented by the Tohoqua 
Community Development District [Fifth] Supplemental Engineer's 
Report for Phase 4C (Phase 4C Project), dated [August ____, 2023], 


prepared by Poulos & Bennett, LLC, to the extent related to the 
Phase 4C Project. 

(f) Contracts with engineers, architects, land planners, landscape architects, 
consultants, contractors, and suppliers for or relating to the construction of the Phase 4C Project 
or the construction of public improvements in the Phase 4C Project; 

(g) All rights under the DRI to the extent such rights are severable and are 
necessary or required for completion of the Phase 4C Project or the construction of public 
improvements in the Phase 4C Project; 

(h) Contracts and agreements with private utility providers to provide utility 
services to the Phase 4C Project, and/or to the Lots within Phase 4C Project; 

(i) Surveys, assessments, appraisals, investigations and other reports related to 
the development of Phase 4C Project or the construction of public improvements thereon; and 

(j) All future creations, changes, extensions, revisions, modifications, 
substitutions, and replacements of any of the foregoing. 

The Development & Contract Rights specifically exclude any portion of the Development 
& Contract Rights listed above which relate solely to (i) Lots conveyed to unaffiliated 
homebuilders or end-users other than as to public improvements or easements thereon, (ii) any 
property which has been conveyed, or is in the future (but prior to enforcement of the Collateral 
Assignment) conveyed, to the County, the District, any unaffiliated homebuilder, any utility 
provider, governmental or quasi-governmental entity, any applicable homeowner's association or 
other governing entity or association as may be required by applicable permits, approvals, plats, 
entitlements or regulations affecting the District, if any, or other Partial Transfer, (ii) any Debt 
Free Land, or (iii) lands outside the District other than off-site improvements required to be 
constructed or provided by the Developer as a condition to any of its Development & Contract 
Rights that have not been conveyed to a governmental entity. 

This Assignment is not intended to impair or interfere with the development of the Phase 
4C Project and shall only be inchoate until becoming an effective and absolute assignment and 
assumption of the Development & Contract Rights, which shall occur upon failure of the 
Developer to pay any portion of the Phase 4C Special Assessments levied against the Phase 4C 
Project owned by the Developer resulting in a transfer of title to such lands or an Event of Default 
and the District's exercise of its Remedial Rights on account thereof; provided, however, that such 
assignment shall only be effective and absolute (i) to the extent that this Assignment has not been 
terminated earlier pursuant to the provisions of this Assignment, and (ii) as to those Development 
& Contract Rights with respect to which a Partial Transfer has not previously occurred. 


3. Warranties by Developer. Developer represents and warrants to District that: 

(a) Developer has made no assignment of the Development & Contract Rights 
to any person other than the District. 

(b) Any transfer, conveyance or sale of Phase 4C Project shall subject any and 
all affiliated entities or successors-in-interest of the Developer to this Assignment, except to the 
extent of a Partial Transfer. 

(c) Developer is not prohibited under any agreement with any other person or 
under any judgment or decree from the execution and delivery of this Assignment. 

(d) No action has been brought or threatened which would in any way interfere 
with the right of Developer to execute this Assignment and perform all of Developer's obligations 
herein contained. 

4. Covenants. Developer covenants with District that, during the Term hereof: 

(a) Developer will use reasonable, good faith efforts to: (i) fulfill, perform, and 
observe each and every material condition and covenant of Developer relating to the Development 
& Contract Rights; and (ii) give notice to District of any claim of default relating to the 
Development & Contract Rights received or given by Developer, together with a complete copy 
of any such claim. 

(b) The Development & Contract Rights include all of Developer's rights to 
modify the Development & Contract Rights, to terminate the Development & Contract Rights, and 
to waive or release the performance or observance of any obligation or condition of the 
Development & Contract Rights; except to the extent such modification, termination, waiver or 
release affects any of the Development & Contract Rights which pertain to lands outside of Phase 
4C Project and/or do not relate to development of the Phase 4C Project, and/or solely relate to any 
portion of the Development & Contract Rights that were subject to a Partial Transfer. 

(c) Developer agrees to maintain the Development & Contract Rights in full 
force and effect until Development Completion and to perform any and all actions necessary and 
use good faith efforts relating to any and all future creations, changes, extensions, revisions, 
modifications, substitutions, and replacements of the Development & Contract Rights, none of 
which actions or rights shall be limited by this Assignment except to the extent and as set forth in 
this Assignment. 

5. Event(s) of Default. Any breach of the Developer's warranties contained in Section 
3 hereof or breach of covenants contained in Section 4 hereof will, after the giving of notice and 
an opportunity to cure (which cure period shall be at least sixty (60) days and may be longer if 
District, in its reasonable discretion, agrees to a longer cure period), shall constitute an Event of 
Default under this Assignment. 

 


6. Remedies Upon Event of Default. Upon an Event of Default, or upon the transfer 
of title to any portion of Phase 4C Project that is owned by Developer pursuant to a judgment of 
foreclosure entered by a court of competent jurisdiction in favor of District (or its designee) or a 
deed in lieu of foreclosure to the District (or its designee) or the acquisition of title to such property 
through the sale of tax certificates, District may, as District's sole and exclusive remedies 
hereunder (but only with respect to the Development & Contract rights pertaining to such portion 
of Phase 4C Project subject to such judgment of foreclosure, deed in lieu of foreclosure or tax 
deed) take any or all of the following actions, at District's option: 

(a) Perform any and all obligations of Developer relating to the Development 
& Contract Rights and exercise any and all rights of Developer therein as fully as Developer could. 

(b) Initiate, appear in, or defend any action arising out of or affecting the 
Development & Contract Rights. 

(c) Further assign any and all of the Development & Contract Rights to a third 
party acquiring title to the property so acquired or any portion thereof on the District's or 
bondholders' behalf. 

7. Authorization. Upon the occurrence and during the continuation of an Event of 
Default, Developer does hereby authorize and shall direct any party to any agreement relating to 
the Development & Contract Rights to tender performance thereunder to District or its designee 
upon written notice and request from District. Any such performance in favor of District or its 
designee shall constitute a full release and discharge to the extent of such performance as fully as 
though made directly to Developer, but not a release of Developer from any remaining obligations 
under this Agreement or under such agreement relating to the Development & Contract Rights. 

8. Third Party Beneficiaries. The Trustee for the Phase 4C Bonds, on behalf of the 
bondholders, shall be a direct third party beneficiary of the terms and conditions of this Assignment 
and shall be entitled to cause the District to enforce the Developer' obligations hereunder. In the 
event that the District does not promptly take the Trustee's written direction under this Agreement, 
or the District is otherwise in default under the Indenture governing the Phase 4C Bonds, the 
Trustee shall have the right to enforce the District's rights hereunder directly. This Assignment is 
solely for the benefit of the parties set forth in this Section, and no right or cause of action shall 
accrue upon or by reason hereof, to or for the benefit of any other third party. The Trustee shall 
not be deemed to have assumed any obligations hereunder. 

9. Intentionally Omitted. 

10. Amendment. This Assignment may be modified in writing only by the mutual 
agreement of all parties hereto. However, if such modification would have a material impact on 
the payment of the Phase 4C Bonds and the Phase 4C Special Assessments are not collected by 
the Tax Collector, the prior written consent of the Trustee acting on behalf and at the direction of 
the bondholders owning a majority of the aggregate principal amount of the Phase 4C Bonds then 
outstanding. 

 


11. Miscellaneous. Unless the context requires otherwise, whenever used herein, the 
singular number shall include the plural, the plural the singular, and the use of any gender shall 
include all genders. The terms "person" and "party" shall include individuals, firms, associations, 
joint ventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, 
and all other groups and combinations. Titles of paragraphs contained herein are inserted only as 
a matter of convenience and for reference and in no way define, limit, extend, or describe the scope 
of this Assignment or the intent of any provisions hereunder. This Assignment shall be construed 
under Florida law. 

12. Term. This Assignment shall automatically terminate upon the earlier to occur of 
(i) payment of the Phase 4C Bonds in full, (ii) Development Completion or (iii) a Partial Transfer, 
but only to the extent of such Development & Contract Rights subject to such Partial Transfer. 

 

 

[Signatures on following pages] 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


COUNTERPART SIGNATURE PAGE TO 

COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT 

AND CONTRACT RIGHTS RELATING TO THE TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT 

 

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

 

 

WITNESSES: 

 

Signed, sealed and delivered in the 

presence of: 

 

 

 

Print Name: 

 

 

Print Name: 

 

 

DEVELOPER: 

 

PULTE HOME COMPANY, LLC, a Michigan 
limited liability company 

 

 

By: _________________________________ 

Print: Daniel Bryce Langen 

Title: Vice President and Treasurer 

 



 

 

 

STATE OF _____________________ 

COUNTY OF ___________________ 

 

The foregoing instrument was acknowledged before me by means of [ ] physical presence 
or [ ] online notarization this _____ day of _____________, 2023, by Daniel Bryce Langen, as the 
Vice President and Treasurer, of PULTE HOME COMPANY, LLC, a Michigan limited liability 
company, on behalf of said entity. Said person is [ ] personally known to me or [ ] has produced 
a valid driver’s license as identification. 

 

 

 

 Notary Public; State of _______________________ 

 Print Name: 

 My Commission Expires: 

 My Commission No.: 

 

 

 

 

 

 

 


COUNTERPART SIGNATURE PAGE TO 

COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT 

AND CONTRACT RIGHTS RELATING TO THE TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT 

 

ATTEST: DISTRICT: 

 

TOHOQUA COMMUNITY DEVELOPMENT 

DISTRICT, a Florida community development 
district 

 

 

 By:_______________________________________ 

Print: George Flint Print: Andre Vidrine 

Title: Secretary Title: Chairperson of the Board of Supervisors 

 

 

 

STATE OF FLORIDA 

COUNTY OF ORANGE 

 

 The foregoing instrument was acknowledged before me by means of [ ] physical presence 
or [ ] online notarization this _____ day of September, 2023, by Andre Vidrine, as Chairperson of 
the Board of Supervisors, of the TOHOQUA COMMUNITY DEVELOPMENT DISTRICT, a 
community development district organized under the laws of the State of Florida, and was attested 
to by George Flint, as the Secretary of the TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT, on behalf of the community development district, who are [ ] personally known to 
me or [ ] have each produced a valid driver’s license as identification. 

 

 

 

 

 Notary Public; State of Florida 

 Print Name: 

 My Commission Expires: 

 My Commission No.: 

 


Exhibit "A" 

 

Legal Description of Phase 4C Project 

 

 

 

 


THIS INSTRUMENT PREPARED BY 

AND RETURN TO: 

Jan Albanese Carpenter, Esq. 

Latham, Luna, Eden & Beaudine, LLP 

Post Office Box 3353 

Orlando, Florida 32802 







ABOVE SPACE RESERVED FOR 

RECORDING PURPOSES ONLY 



AGREEMENT BETWEEN DEVELOPER AND 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

REGARDING THE TRUE UP AND PAYMENT 

FOR SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2023 

(PHASE 4C BONDS) 



THIS AGREEMENT BETWEEN DEVELOPER AND TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT REGARDING THE TRUE UP AND PAYMENT FOR SPECIAL ASSESSMENT REVENUE 
BONDS, SERIES 2023 (PHASE 4C BONDS) is made and entered into as of this 1st day of September, 
2023, by and between the TOHOQUA COMMUNITY DEVELOPMENT DISTRICT, a local 
unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and 
located in the City of St. Cloud, Florida (the “District”), and PULTE HOME COMPANY, LLC, 
a Michigan limited liability company (the “Developer”; together with the District, the “Parties”). 



RECITALS 



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

WHEREAS, Developer is currently the landowner, or has conveyed or cause to be conveyed 
to the District, of certain lands within the District identified in Exhibit “A,” which is attached 
hereto and incorporated herein (the “Lands”); and 



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



WHEREAS, the District is presently in the process of issuing its Tohoqua Community 
Development District Special Revenue Assessment Bonds, Series 2023 (Phase 4C Project), in the 
principal amount of [$2,230,000] (the “Phase 4C Bonds”), to finance the acquisition and/or 
construction of certain infrastructure improvements (the “Improvements”); and 



WHEREAS, the Improvements to be financed by the Phase 4C Bonds are more specifically 
described and identified in the Tohoqua Community Development District [Fifth] Supplemental 
Engineer's Report for Phase 4C (Phase 4C Project), dated [August 1], 2023, attached hereto as 
Exhibit “B” (“Engineer’s Report”); and 


WHEREAS, the District has taken certain steps necessary to impose special assessments 
upon the benefited lands within the District as security for the Phase 4C Bonds; and 

 

WHEREAS, the District's special assessments securing the Phase 4C Bonds (the “Phase 4C 
Special Assessments”) were imposed on those benefited lands within the District as more 
specifically described in Resolution Numbers 2017-19, 2017-20 and 2018-07 which are 
incorporated in its entirety herein by this reference (collectively the “Assessment Resolution”); 
and 

WHEREAS, as of the date of this Agreement, Developer is currently the landowner of the 
Lands that benefit or will benefit from the Improvements financed by the Phase 4C Bonds; and 

 

WHEREAS, Developer agrees that the Lands benefit from the timely acquisition and 
construction of the Improvements; and 

 

WHEREAS, Developer agrees that the Phase 4C Special Assessments have been validly 
imposed and constitute valid, legal and binding liens upon the Lands; and 

 

WHEREAS, Developer waives any rights it may have under Section 170.09, Florida 
Statutes, to prepay the Phase 4C Special Assessments within thirty (30) days after completion of 
the Improvements; and 

 

WHEREAS, Developer waives any defect in notice or publication or in the proceedings to 
levy, impose and collect the Phase 4C Special Assessments on the Lands; and 

 

WHEREAS, Developer may develop the Lands, or may sell, transfer or otherwise convey 
property within the Lands based on then-existing market conditions, and the actual densities 
developed within the development or subdivision(s) may be at some density less than the densities 
assumed in the District’s Master Assessment Methodology for Tohoqua Community Development 
District, dated September 25, 2017, and as amended by the Tohoqua Community Development 
District Series 2023 Supplemental Assessment Methodology for Phase 4C Project (Phase 4C 
Project), dated [September 1, 2023], and as may be further revised from time to time (collectively, 
the “Assessment Report”), attached hereto as Exhibit “C;” and 

 

WHEREAS, the District's lien anticipates a mechanism by which Developer shall make 
certain payments to the District to satisfy, in whole or in part, the assessments allocated and the 
liens imposed pursuant to applicable resolutions, the amount of such payments being determined 
generally by a comparison of the units and types of units actually platted within the Lands and the 
units and types of units Developer had initially intended to develop within the Lands as described 
in the Assessment Report (which payments shall collectively be referenced as the “True-Up 
Payments”); and 

 

WHEREAS, Developer and the District desire to enter into an agreement to confirm 
Developer’s obligations to make True-Up Payments and payment of all Phase 4C Special 
Assessments on the Lands when due. 

 

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

 

1. INCORPORATION OF RECITALS. The recitals so stated are true and correct and by 
this reference are incorporated into and form a material part of this Agreement. 

 

2. VALIDITY OF ASSESSMENTS. Developer agrees that the Assessment Resolution 
have been duly and validly adopted by the District. Developer further agrees that the Phase 4C 
Special Assessments imposed as liens by the District are legal, valid and binding liens. Developer 
hereby waives and relinquishes any rights it may have to challenge, object to or otherwise fail to 
pay such Phase 4C Special Assessments. 

 

3. COVENANT TO PAY. Developer covenants and agrees to timely pay all Phase 4C 
Special Assessments levied and imposed by the District on the benefited Lands (owned by the 
Developer) within the District, whether the Phase 4C Special Assessments are collected by the 
Osceola County Tax Collector pursuant to Section 197.3632, Florida Statutes, by the District or 
by any other method allowable by law. The Developer agrees that a default under this Agreement 
creates a contractual cause of action by the District against the Developer in addition to all other 
remedies allowable by law. Developer further waives any rights it may have under Section 170.09, 
Florida Statutes, to prepay the Phase 4C Special Assessments without interest within thirty (30) 
days of completion of the Phase 4C Project (as defined in the Engineer’s Report). 

 

4. SPECIAL ASSESSMENT REALLOCATION. 

 

 A. The District’s Phase 4C Special Assessments securing the Phase 4C Bonds shall be 
allocated in accordance with the Assessment Report. 

 

 B. To preclude the Lands from being fully platted (or re-platted, as the case may be) 
without all of the debt being allocated, a “True-Up Test” will be conducted in accordance with the 
Assessment Report. If during the course of conducting a True-Up Test, the District determines 
that the debt per un-platted acre of land exceeds the ceiling amounts of debt established pursuant 
to the Assessment Report, a debt reduction payment in the amount sufficient to reduce the 
remaining per un-platted acre to the ceiling amount shall become due and payable by Developer 
(the “True-Up Payments”). The District will ensure collection of such amounts in a timely manner 
to meet its debt service obligations. The District shall record all True-Up Payments in its 
Improvement Lien book (or similar written record of the District). 

 

 C. The foregoing is based on the District's understanding and agreement with 
Developer that Developer will ultimately construct on the gross acres within the Lands the 
development program as identified in the Assessment Report and Engineer’s Report, and it is 
intended to provide a formula to ensure that the appropriate ratio of the debt for the Phase 4C 
Special Assessments to gross acres is maintained if less than the indicated residential units and/or 
types of residential units are platted or re-platted, or otherwise re-designated. However, the District 
agrees that nothing herein prohibits more residential units or different types of units from being 


platted. In no event shall the District collect Phase 4C Special Assessments in excess of the total 
debt service for the Lands related to the Phase 4C Project, including all costs of financing and 
interest. If a True-Up Payment for the Lands pursuant to application of the Assessment Report 
would result in assessments collected in excess of the District's total debt service obligation for the 
Improvements, the District agrees to take appropriate action by resolution to equitably reallocate 
the assessments within the Lands or provide for an equitable refund. Further, prior to the District's 
approval of the final plat for the acreage in Phase 4C Project of the Development (as defined in 
the Engineer’s Report), any unallocated special assessments to cover the debt service on the Phase 
4C Bonds shall become due and payable and must be paid prior to the District's approval of that 
plat. 

 

 D. If, in connection with any land use change, platting or re-platting of the lands, site 
plan approval or the density or number of lots or the types or sizes of lots within Phase 4C Project 
of the Development are modified, the Developer covenants that any and all such plat or other 
revision shall be presented to the District for review, approval and reallocation of Phase 4C Special 
Assessments, prior to its submission to the Osceola County (or other governmental agency). The 
District shall then, upon final approval by the Osceola County of such land use change, platting or 
re-platting, re-allocate the Phase 4C Special Assessments to the product types being platted and 
the remaining property in Phase 4C Project of the Development accordance with a revised 
Assessment Report and cause such reallocation for Phase 4C Project to be recorded in the District's 
Improvement Lien Book (or similar written record of the District). 

 

 E. Developer covenants to comply, or cause others who own any portion of the Lands 
hereafter, to comply, with this requirement for the reallocation. No further action by the Board of 
Supervisors shall be required. So long as joinder is not required, the District’s review of the 
plats/site plans shall be limited solely to the reallocation of Phase 4C Special Assessments, 
calculation of any True-Up Payment, the enforcement of the lien established by the District, the 
proper and appropriate designation of District-owned lands and/or easements, and the proper 
conveyance of improvements to the District or other public entity (as described in the Engineer’s 
Report). Nothing herein shall in any way operate to or be construed as providing any other plat/site 
plan/development approval or disapproval powers to the District. 

 

5. ENFORCEMENT. This Agreement is intended to be an additional method of 
enforcement of Developer’s obligation to pay the Phase 4C Special Assessments, as to the Lands 
and to abide by the requirements of the application of True-Up Payments (and any required 
recalculation of Phase 4C Special Assessments), as set forth in the Assessment Resolution and this 
Agreement regardless of whether Developer owns the land subject to the Phase 4C Special 
Assessments, unless this Agreement is assigned pursuant to Section 8 or terminated pursuant to 
Section 10. A default by either party under this Agreement shall entitle any other party to all 
remedies available at law or in equity, which shall include, but not be limited to, the right of 
damages, injunctive relief and specific performance. Unlike the payment of the Phase 4C Special 
Assessments, which entails in rem obligations on the part of the District, the Developer’s 
obligation regarding the True-Up Payments is personal in nature. 

 


6. RECOVERY OF COSTS AND FEES. In the event either party is required to enforce 
this Agreement by court proceedings or otherwise, then each prevailing party, as determined by 
the applicable court or other dispute resolution provider, shall be entitled to recover from the nonprevailing 
party all fees and costs incurred, including reasonable attorneys' fees and costs incurred 
prior to or during any litigation or other dispute resolution and including all fees and costs incurred 
in appellate proceedings. 

 

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

 

If to District: Tohoqua Community Development District 

 219 East Livingston Street 

 Orlando, Florida 32801 

 Attention: District Manager 

 Telephone: (407) 841-5524 

Email: gflint@gmscfl.com 

 

With a copy to: Latham, Luna, Eden & Beaudine, LLP 

 201 South Orange Avenue, Suite 1400 

 Orlando, Florida 32801 

 Attention: Jan Albanese Carpenter, Esq. 

 Telephone: (407) 481-5800 

Email: jcarpenter@lathamluna.com 

 

 If to Developer: Pulte Home Company, LLC 

 3350 Peachtree Road Northeast, Suite 150 

 Atlanta, Georgia 30326 

 Attention: Doug Hoffman 

 Telephone: (407) 509-4014 

 

With a copy to: Pulte Group 

2301 Lucien Way, Suite 155 

Maitland, Florida 32751 

Attention: Scott Clements 

Telephone: (407) 661-2145 

 

Except as otherwise provided herein, any Notice shall be deemed received only upon actual 
delivery at the address or telecopy number set forth herein. If mailed as provided above, Notices 
shall be deemed delivered on the third business day unless actually received earlier. Notices hand 
delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed 
received on the next business day. If any time for giving Notice contained in this Agreement 
would otherwise expire on a non-business day, the Notice period shall be extended to the next 
succeeding business day. Saturdays, Sundays and legal holidays recognized by the United States 
government shall not be regarded as business days. Counsel for the Parties may deliver Notice on 


behalf of the Parties. Any party or other person to whom Notices are to be sent or copied may 
notify the other Parties and addressees of any change in name, address or telecopy number to which 
Notices shall be sent by providing the same on five (5) days written notice to the Parties and 
addressees set forth herein. 

 

Notwithstanding the foregoing, to the extent Florida law requires notice to enforce the 
collection of assessments placed on property by the District, then the provision of such notice shall 
be in lieu of any additional notice required by this Agreement. 

 

8. ASSIGNMENT. No party may assign its rights, duties or obligations under this 
Agreement or any monies to become due hereunder without the prior written consent of each other 
party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, 
however, that Developer may assign this Agreement to any purchaser, developer or sub-developer 
of all or a significant portion of the Lands within the District without obtaining the prior written 
consent of the District, whereupon the Developer shall be released from liability hereunder arising 
from and after such assignment. 

 

9. AMENDMENT. This Agreement shall constitute the entire agreement between the 
Parties and may be modified in writing only by the mutual agreement of all Parties. 

 

 10. SEVERABILITY. The invalidity or unenforceability of any one or more provisions 
of this Agreement shall not affect the validity or enforceability of the remaining portions of this 
Agreement, or any part of this Agreement not held to be invalid or unenforceable. 

 

11. TERMINATION. This Agreement shall continue in effect until it is rescinded in 
writing by the mutual assent of each party, or until the Phase 4C Special Assessments are fully 
allocated to platted units and will provide sufficient funds to support payment of the annual debt 
service on the Phase 4C Bonds as provided in the Assessment Report, whichever is earlier. 

 

12. NEGOTIATION AT ARM’S LENGTH. This Agreement has been negotiated fully 
between the Parties as an arm’s length transaction. All Parties participated fully in the preparation 
of this Agreement and received the advice of counsel. In the case of a dispute concerning the 
interpretation of any provision of this Agreement, all Parties are deemed to have drafted, chosen 
and selected the language, and the doubtful language will not be interpreted or construed against 
either party. 

 

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

 

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

 

15. APPLICABLE LAW. This Agreement and the provisions contained in this 
Agreement shall be construed, interpreted, and controlled according to the laws of the State of 
Florida. 

 

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

 

 17. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement 
are for convenience only and shall not control nor affect the meaning or construction of any of the 
provisions of this Agreement. 

 

18. EFFECTIVE DATE. This Agreement shall become effective after execution by the 
Parties hereto on the date reflected above. 

 

 

 

 

 

 

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 


COUNTERPART SIGNATURE PAGE 

TO AGREEMENT BETWEEN DEVELOPER AND 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

REGARDING THE TRUE UP AND PAYMENT OF ASSESSMENTS 

 

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

 

WITNESSES: 

 

Signed, sealed and delivered in the 

presence of: 

 

 

 

Print: 

 

 

Print: 

 

DEVELOPER: 

 

PULTE HOME COMPANY, LLC, a Michigan 

limited liability company 

 

 

 

By: 

Print: Daniel Bryce Langen 

Title: Vice President and Treasurer 

 



 

 

 

 

STATE OF GEORGIA 

COUNTY OF COBB 

 

 The foregoing instrument was acknowledged before me by means of [ ] physical presence 
or [ ] online notarization this ____ day of __________, 2023, by Daniel Bryce Langen, as the Vice 
President and Treasurer, of PULTE HOME COMPANY, LLC, a Michigan limited liability 
company, on behalf of said entity. Said person is [ ] personally known to me or [ ] has produced a 
valid driver’s license as identification. 

 

 

 

 

 

 Notary Public; State of _______________________ 

 Print Name: 

 My Commission Expires: 

 My Commission No.: 


COUNTERPART SIGNATURE PAGE 

TO AGREEMENT BETWEEN DEVELOPER AND 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

REGARDING THE TRUE UP AND PAYMENT FOR SPECIAL ASSESSMENT 
REVENUE BONDS, SERIES 2023 

(PHASE 4C BONDS) 

 

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

 

ATTEST: 

 

 

 

 

Print: George Flint 

Title: Secretary 

 

DISTRICT: 

 

TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT, a Florida 
community development district 

 

 

By: 

Print: Andre Vidrine 

Title: Chairperson of the Board of Supervisors 

 

 



 

 

STATE OF FLORIDA 

COUNTY OF ORANGE 

 

 The foregoing instrument was acknowledged before me by means of [ ] physical presence 
or [ ] online notarization this ____ day of March, 2023, by Andre Vidrine, as Chairperson of the 
Board of Supervisors, of the TOHOQUA COMMUNITY DEVELOPMENT DISTRICT, a 
community development district organized under the laws of the State of Florida, and was attested 
to by George Flint, as the Secretary of the TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT, on behalf of the community development district, who are [ ] personally known to 
me, or [ ] have each produced a valid driver’s license as identification. 

 

 

 

 Notary Public; State of Florida 

 Print Name: 

 My Commission Expires: 

 My Commission No.: 

 

 

 

 


EXHIBIT “A” 

 

LEGAL DESCRIPTION OF THE LANDS 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


EXHIBIT “B” 

 

ENGINEER’S REPORT 

 

 

 

 

 

 

[ATTACHED] 


EXHIBIT “C” 

 

ASSESSMENT REPORT 

 

 

 

 

 

 

[ATTACHED] 

 

 

 


TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

FISCAL YEAR 2024 DEVELOPER FUNDING AGREEMENT 

 

 This Agreement is made and entered into this ____ day of __________________, 2023, 
by and between: 

 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT, a local unit of 
special-purpose government established pursuant to Chapter 190, Florida Statutes, 
located in the City of St. Cloud, Florida, whose mailing address is 219 E. Livingston 
Street, Orlando, Florida 32801 (hereinafter, the “District”); and 

 

PULTE HOME COMPANY, LLC, a Michigan limited liability, a landowner and 
developer in the District, whose mailing address is 3350 Peachtree Road Northeast, 
Suite 1500, Atlanta, Georgia 30326 (hereinafter, the “Developer”). 

 

Recitals 

 

 WHEREAS, the District was established by Ordinance No. 2017-57 of the Board of 
County Commissioners in Osceola County, Florida, adopted on August 14, 2017, and annexed 
into the City of St. Cloud by Ordinance No. 2017-53 by the City Council of the City of St. Cloud, 
Florida, adopted on May 24, 2018, pursuant to the Uniform Community Development District Act 
of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), for the purpose of planning, 
financing, constructing, operating and/or maintaining certain infrastructure, including a storm 
water management system, roadways, water distribution and sewer collection systems, 
landscaping, recreational facilities and other infrastructure; and 

 

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

 

 WHEREAS, the Developer presently owns real property within the District, as described 
in Exhibit “A” attached hereto (the “Property”), which Property will benefit from the timely 
construction and acquisition of the District’s facilities, activities and services and from the 
continued operations of the District; 

 

 WHEREAS, the District has adopted its general fund budget for the fiscal year 2024, 
which year commenced on October 1, 2023, and concludes on September 30, 2024 (the “FY 2024 
Budget”); 

 

 WHEREAS, the FY 2024 Budget, which both parties recognize may be amended from 
time to time in the sole discretion of the District, is attached hereto and incorporated herein by 
reference as Exhibit “B;” 


WHEREAS, the Developer agrees that the activities, operations and services provide a 
special and particular benefit to the Property, equal to or in excess of the costs reflected in FY 
2024 Budget; 

 

WHEREAS, the District desires to secure the funding of the FY 2024 Budget through the 
imposition of a continuing lien against the Property and otherwise as provided herein and in any 
resolutions of the District pertaining to the imposition of a lien for special assessments; 

 

WHEREAS, the District will need a funding mechanism to enable it to proceed with its 
operation and services during Fiscal Year 2024, as described in the FY 2024 Budget; 

 

WHEREAS, the Developer desires to provide such funds as are necessary to allow the 
District to proceed with its operations for Fiscal Year 2024, as described in the FY 2024 Budget, 
as may be amended from time to time by the District; and 

 

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

 

1. The Developer agrees to make available to the District the monies necessary for the 
operation of the District as called for in the FY 2024 Budget, as may be amended from time to 
time, within thirty (30) days of written request by the District. The funds provided under this 
Agreement shall be placed in the District’s general checking account. These payments are made 
by the Developer in lieu of the collection of special assessments that might otherwise be collected 
by the District. 


 

2. District shall have the right to file a continuing lien upon the Property for all 
payments due and owing under the terms of this Agreement and for interest thereon, and for 
reasonable attorneys’ fees, paralegals’ fees, expenses, and court costs incurred by the District 
incident to the collection of funds under this Agreement and for enforcement of this lien, and all 
sums advanced and paid by the District for taxes and payment on account of superior interests, 
liens, and encumbrances in order to preserve and protect the District’s lien. The lien shall be 
effective as of the date and time of the recording of a “Notice of Lien for FY 2024 Budget” in the 
public records of Osceola County, Florida, stating among other things, the description of the real 
property and the amount due as of the recording of the Notice, and the existence of this Agreement. 
The District Manager, in its sole discretion, is hereby authorized by the District to file the Notice 
of Lien for FY 2024 Budget on behalf of the District, without need of further Board action 
authorizing or directing such filing. At the District Manager’s direction, the District may also bring 
an action at law against the record title holders to the Property to pay the amount due under this 
Agreement, or may foreclose the lien against the Property in any manner authorized by law. In the 
event the Developer sells any of the Property after the execution of this Agreement, the 
Developers’ rights and obligations under this Agreement shall remain the same, provided however 



that the District shall only have the right to file a lien upon the remaining Property owned by the 
Developer. 


 

3. The District has found that the activities, operations and services set out in the FY 
2024 Budget provide a special and peculiar benefit to the Property, which benefit is allocated as 
provided in the assessment roll attached hereto and incorporated herein as Exhibit “C”. The 
Developer agrees that the activities, operations and services set forth in the FY 2024 Budget 
provide a special and peculiar benefit to the Property equal to or in excess of the costs set out in 
the FY 2024 Budget, as allocated in Exhibit “C”. Therefore, in the alternative or in addition to the 
other methods of collection set forth in this Agreement, or in any resolution of the District 
regarding the imposition and collection of special assessments, the District, in its sole discretion, 
and upon failure of the Developer to make payment as provided for in this Agreement, may choose 
to certify for collection amounts due hereunder as a non ad valorem assessment on all or any part 
of the Property for collection, either through the Uniform Method of Collection set forth in Chapter 
197 or under any method of direct bill and collection on a future years tax roll and collected by the 
Osceola County Tax Collector, collected pursuant to a foreclosure action, or, at the District’s 
discretion, collected in any other method authorized by law. 


 

4. In the event the District is required to certify non ad valorem special assessments 
for collection as a result of the Developer’s failure to provide the funds as required under this 
Agreement, the amount of funds received by the District from Developer under this Agreement 
shall be credited pro-rata to all lands subject to special assessments in the manner provided in the 
District’s assessment methodology of operation and maintenance. 


 

5. District and Developer agree that the Budget shall be revised at the end of the fiscal 
year to reflect the actual expenditures for the District for the period beginning October 1, 2023 and 
ending September 30, 2024. Developer shall not be responsible for any costs other than those 
costs provided for in the Budget, as so amended. 


 

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


 

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


 

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


 

9. A default by either party under this Agreement shall entitle the other to all remedies 



available at law or in equity, which shall include, but not be limited to, the right of damages, 
injunctive relief and specific performance and specifically including the ability of the District to 
enforce any and all payment obligations under this Agreement through the imposition and 
enforcement of a contractual or other lien on property owned by the Developer, and in the manner 
described in paragraph 3 above. 


 

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


 

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


 

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


 

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


 

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


 

[SIGNATURES ON FOLLOWING PAGE] 


CO-SIGNATURE PAGE TO TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

FISCAL 2024 DEVELOPER FUNDING AGREEMENT 

 

 

 

 

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

 

 

Attest: TOHOQUA COMMUNITY DEVELOPMENT 
DISTRICT, a Florida community development 
district 

 

 

 

By: _________________________ By: ___________________________________ 

Name: _______________________ Name: _________________________________ 

Title: Assistant Secretary Title: Chairman, Board of Supervisors 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


CO-SIGNATURE PAGE TO TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

FISCAL YEAR 2024 DEVELOPER FUNDING AGREEMENT 

 

 

 

 

 PULTE HOME COMPANY, LLC, a Michigan 
limited liability company 

 

 

 

By: __________________________ By: _____________________________________ 

Name:________________________ Name: ___________________________________ 

Title: Witness Title:____________________________________ 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


EXHIBIT “A” 

 

(Description of the Property) 

 

 

[See attached.] 

 

 

 

 

 

 

 

 

 

 

 

 


EXHIBIT “B” 

 

(FY 2024 Budget) 

 

 

[See attached.] 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


EXHIBIT “C” 



(Assessment Roll) 





[See attached.] 




ACKNOWLEDGEMENT AND CONSENT OF PULTE HOME COMPANY, LLC 
REGARDING OWNERSHIP OF CERTAIN TRACTS IN PHASE 4C 



This ACKNOWLEDGEMENT AND CONSENT OF PULTE HOME COMPANY, 
LLC REGARDING OWNERSHIP OF CERTAIN TRACTS IN PHASE 4C (the “Consent”), 
is made this _____ day of August, 2023, by PULTE HOME COMPANY, LLC, a Michigan 
limited liability company, whose address is 3350 Peachtree Road Northeast, Suite 150, Atlanta, 
Georgia 30326 (“Pulte”). 



W I T N E S S E T H: 



WHEREAS, the Tohoqua Community Development District (the “District”) is an 
independent special district and a local unit of special purpose government, created pursuant to 
Chapter 190, Florida Statutes; and 



WHEREAS, the District has requested Pulte’s acknowledgement and consent to the 
statement that, notwithstanding the language in the “Tohoqua – Phase 4C” plat, a draft of which 
is attached hereto as Exhibit “A” (the “Plat”), Pulte is the current owner of Tracts OS-1, OS-2 and 
OS-3 of the Plat and that such open space tracts are to be owned and maintained by the District, 
its successors and/or assigns, after acceptance by the District through a separate instrument; and 



WHEREAS, the District has requested Pulte’s acknowledgement and consent to the 
statement that, notwithstanding the language in the Plat, Pulte is the current owner of Tracts SWP- 
1, SWP-2 and SWP-3 of the Plat and that such stormwater pond tracts are to be owned and 
maintained by the District, its successors and/or assigns, after acceptance by the District through 
a separate instrument; and 



NOW, THEREFORE, Pulte acknowledges, consents and agrees as follows: 



1. The foregoing recitals are true and correct and are incorporated herein by this 
reference. 



2. Notwithstanding the language in the Plat, Pulte hereby acknowledges, consents and 
agrees that Pulte is the current owner of Tracts OS-1, OS-2 and OS-3 of the Plat and that such 
open space tracts are to be owned and maintained by the District, its successors and/or assigns, 
after acceptance by the District through a separate instrument. 



3. Notwithstanding the language in the Plat, Pulte hereby acknowledges, consents and 
agrees that Pulte is the current owner of Tracts SWP-1, SWP-2 and SWP-3 of the Plat and that 
such stormwater pond tracts are to be owned and maintained by the District, its successors and/or 
assigns, after acceptance by the District through a separate instrument. 





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 






Exhibit “A” 

 

“Plat” 

 

(“Tohoqua – Phase 4C” Draft Plat) 

 

 

See attached. 


THIS INSTRUMENT PREPARED BY 

AND RETURN TO: 

Jan Albanese Carpenter, Esq. 

Latham, Luna, Eden & Beaudine, LLP 

Post Office Box 3353 

Orlando, Florida 32802 

 

 

 

 

 ABOVE SPACE RESERVED FOR 

 RECORDING PURPOSES ONLY 

 

 

TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

RELEASE OF ASSESSMENTS ON SCHOOL SITE 

 

 NOTICE IS HEREBY GIVEN that the TOHOQUA COMMUNITY 
DEVELOPMENT DISTRICT, a local unit of special purpose government, established pursuant 
to Chapter 190, Florida Statutes, and located in the City of St. Cloud, Florida (the “District”), 
discharges the following rights on that certain property located within the District’s boundaries, as 
described in Exhibit “A” attached hereto (the “Property”), for so long as the Property is owned 
by the School Board of Osceola County, Florida, a public body corporate and politic existing under 
the laws of the State of Florida (the “School Board”), and used as an educational facility by the 
School Board: 

 

1. Imposition, collection, levying and/or enforcement of any and all assessments, 
fees, liens and/or taxes of the District permitted under Florida law, including 
debt service assessments, operating and maintenance special assessments, 
special benefit assessments and non-ad valorem assessments. 


 

 For further information, contact the District at the following address: 

 

 Tohoqua Community Development District 

 c/o Governmental Management Services - Central Florida, LLC 

 219 E. Livingston Street 

Orlando, Florida 32801 

Attention: District Manager, George S. Flint 

 Telephone: (407) 841-5524 

Email: gflint@gmscfl.com 

 

 

 

[CONTINUED ON NEXT PAGE] 

 

 

 

 


 SIGNATURE PAGE TO THE TOHOQUA COMMUNITY DEVELOPMENT DISTRICT 

RELEASE OF ASSESSMENTS ON SCHOOL SITE 

 

 

 

 IN WITNESS HEREOF, this notice has been executed as of this 1st day of September, 
2023. 

 

 

 

ATTEST: TOHOQUA COMMUNITY 

 DEVELOPMENT DISTRICT 

 

 

 

 

 By: 

George S. Flint Andre Vidrine 

Secretary Chairperson of the Board of Supervisors 

 

 Address: 219 E. Livingston Street 

Orlando, Florida 32801 

 

 

STATE OF FLORIDA 

COUNTY OF ORANGE 

 

 The foregoing instrument was acknowledged before me by means of [ ] physical presence 
or [ ] online notarization this ____ day of __________, 2023 by Andre Vidrine, as Chairperson of 
the Board of Supervisors of the TOHOQUA COMMUNITY DEVELOPMENT DISTRICT, a 
community development district organized under the laws of the State of Florida, and by George 
S. Flint, as Secretary of the TOHOQUA COMMUNITY DEVELOPMENT DISTRICT, on 
behalf of the community development district. They [ ] are both personally known to me or [ ] 
have each produced a valid driver’s license as identification. 

 

 

 

 Notary Public; State of Florida 

 Print Name: 

 My Commission Expires: 

 My Commission No.: 

 

 


EXHIBIT "A" 

 

“Property” 

 

 

 

[See attached legal description.]