Peace Creek Community Development District
Meeting Agenda December 10, 2024

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Peace Creek
Community Development District

219 E. Livingston St., Orlando, Florida 32801 Phone: 407-841-5524 – Fax: 407-839-1526
December 3, 2024
Board of Supervisors Meeting
Peace Creek Community Development District
Dear Board Members:

A meeting of the Board of Supervisors of the Peace Creek Community Development District will be held on Tuesday, December 10, 2024, at 10:30 AM at the Lake Alfred Public Library, 245 N Seminole Ave., Lake Alfred, FL 33850.

Zoom Video Link: https://us06web.zoom.us/j/87696794149
Call-In Information: 1-646-876-9923
Meeting ID: 876 9679 4149

Following is the advance agenda for the meeting:

Board of Supervisors Meeting

Roll Call
Public Comment Period (1Speakers will fill out a card and submit it to the District Manager prior to the beginning of the meeting)
Organizational Matters
Administration of Oath of Office to Newly Elected Board Member Steve Greene after the November 5, 2024 Landowners’ Election
Approval of Minutes of the November 5, 2024 Landowners’ Meeting & November 12, 2024 Board of Supervisors Meeting
Presentation and Approval of Supplemental Engineer’s Report for Assessment Area Two Bonds dated December 10, 2024
Presentation and Approval of Second Supplemental Methodology Report for Assessment Area Two dated December 10, 2024
Consideration of Resolution 2025-04 Delegation Resolution (Series 2025, Assessment Area Two)
Consideration of Series 2025 (Assessment Area Two) Ancillary Financing Documents
True-Up Agreement
Collateral Assignment Agreement
Acquisition Agreement
Completion Agreement
Declaration of Consent
Consideration of Resolution 2025-05 Supplemental Delegation Assessment Resolution

1 Comments will be limited to three (3) minutes

Consideration of Underwriter Services Engagement Letter for Series 2025 Bonds from FMS
Consideration of Quit Claim Deeds & Special Warranty Deed for Peace Creek Reserve
Staff Reports
Attorney
Engineer
Field Manager’s Report
District Manager’s Report
Discussion Regarding Street Parking
Approval of Check Register
Balance Sheet & Income Statement
Project Development Update
Status of Property Conveyance
Status of Permit Transfers
Other Business
Supervisors Requests and Audience Comments
Adjournment

MINUTES

MINUTES OF MEETING PEACE CREEK
COMMUNITY DEVELOPMENT DISTRICT

The Landowners’ meeting of the Board of Supervisors of the Peace Creek Community Development District was held on Tuesday, November 5, 2024, at 1:20 p.m. at the Holiday Inn – Winter Haven, 200 Cypress Gardens Blvd., Winter Haven, Florida

Present were:

Adam Morgan Brent Elliott Rob Frein
Jill Burns

FIRST ORDER OF BUSINESS	Determination of Number of Voting Units
Represented
Ms. Burns stated there was a proxy authorizing Adam Morgan to cast votes on behalf of Lennar Homes, LLC, which owns 104 lots within the community authorizing 104 votes for that entity and an additional 108 lots for KLLB AIV LLC, so a total of 212 authorized votes from Adam Morgan. Brent Elliott is authorized on behalf of the entity 653th, LLC who owns 14.3 acres and is authorized to cast 15 votes. She stated she has a proxy for 49 individual residents authorizing Rob Frein for 50 votes.

SECOND ORDER OF BUSINESS	Call to Order
Ms. Burns called the meeting to order and called the roll.

THIRD ORDER OF BUSNESS	Election of Chairman for the Purpose of
Conducting the Landowners’ Meeting
Ms. Burns was elected Chairman for the purpose of conducting the landowners’ meeting.

FOURTH ORDER OF BUSNESS	Nominations	for	the	Positions	of
Supervisor
Mr. Morgan nominated Steve Greene for Seat #3. Rob Frein nominated himself for Seat
#3.

November 5, 2024	Peace Creek CDD

Mr. Morgan nominated Carrie Dazzo to Seat #4. Rob Frein nominated himself for Seat #4. Mr. Morgan nominated Kayla Word to Seat #5. Rob Frein nominated himself for Seat #5.

FIFTH ORDER OF BUSNESS	Casting of Ballots
Ms. Burns stated there are 212 votes from Adam Morgan for Steve Greene, 15 votes for Steve Green from Brent Elliott, and 50 votes for Rob Frein from Rob Frein for Seat #3.
Ms. Burns stated there is 50 votes for Rob Frein from Rob Frein for Seat #4, 212 votes from Adam Morgan for Carrie Dazzo, and 15 votes from Brent Elliott for Carrie Dazzo for Seat #4.
Ms. Burns stated there is 50 votes for Rob Frein from Rob Frein for Seat #5. She stated there are 13 votes for Kayla Word from Brent Elliott and 211 votes for Kayla Word from Adam Morgan for a total of 224 votes for Kayla Word for Seat #5.

SIXTH ORDER OF BUSNESS	Ballot Tabulation
Ms. Burns stated Steve Greene will be elected to Seat #3. Ms. Burns stated Carrie Dazzo will be elected to Seat #4. Ms. Burns stated Kayla Word will be elected to Seat #5.
Ms. Burns stated Steve Greene and Carrie Dazzo will serve four-year terms and Kayla Word will serve a two-year term.

SEVENTH ORDER OF BUSNESS	Landowners’ Questions and Comments
There being no questions or comments, the next item followed.

EIGHTH ORDER OF BUSINESS	Adjournment
Ms. Burns adjourned the meeting.

Secretary/Assistant Secretary	Chairman/Vice Chairman

MINUTES OF MEETING PEACE CREEK
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Peace Creek Community Development District was held on Tuesday, November 12, 2024, at 10:30 a.m. at the Lake Alfred Public Library, 245 N. Seminole Ave., Lake Alfred, Florida and via Zoom Webinar.

Present and constituting a quorum were:

Adam Morgan	Chairman
Rob Bonin	Vice Chairman
Carrie Dazzo	Assistant Secretary
Kayla Word	Assistant Secretary Also, present were:
Jill Burns	District Manager, GMS
Tricia Adams	District Manager, GMS
Grace Kobitter	District Counsel, Kilinski Van Wyk Law
Allen Bailey	Field Services Manager, GMS
Michelle Dudley	Lennar
Rob Frein	Resident

The following is a summary of the discussions and actions taken at the November 12, 2024 Peace Creek Community Development District’s regular Board of Supervisor’s Meeting.

FIRST ORDER OF BUSINESS	Roll Call
Ms. Burns called the meeting to order at 10:40 a.m. Four Supervisors were present constituting a quorum.

SECOND ORDER OF BUSINESS	Public Comment Period
Ms. Burns opened the public comment period on agenda items only. Public comments will be taken at the end of the meeting for items not on the agenda.
Rob Frein (1340 Austin St.) – Stated there is no reference to the crosswalks. Asked for a painted line to get across the street by the pool.

THIRD ORDER OF BUSINESS	Organizational Matters

November 12, 2024	Peace Creek CDD

Administration of Oaths of Office to Newly Elected Board Members
Ms. Burns administered the oath of office to Kayla Word and Carrie Dazzo.

Consideration of Resolution 2025-01 Canvassing and Certifying the Results of the Landowners’ Election
Ms. Burns stated Steve Greene, Kayla Word, and Carrie Dazzo were elected. She asked for a motion to approve Resolution 2025-01. Mr. Greene & Ms. Dazzo will serve 4-year terms and Ms. Word will serve a 2-year term.

On MOTION by Mr. Morgan, seconded by Ms. Dazzo, with all in favor, Resolution 2025-01 Canvassing and Certifying the Results of the Landowners’ Election, was approved.

Election of Officers
Ms. Burns stated after the landowners’ election has been held, officers are re-elected.

Consideration of Resolution 2025-02 Electing Officers
Ms. Burns stated currently Adam Morgan is Chairman, Rob Bonin is Vice Chairman and the other three Supervisors as Assistant Secretaries along with GMS officers serving as Secretaries and Treasures. Would the Board like to keep that the same? The Board approved keeping officers the same.

On MOTION by Mr. Morgan, seconded by Ms. Word, with all in favor, Resolution 2025-02 Electing Officers – Keeping the Same Slate, was approved.

FOURTH ORDER OF BUSINESS	Approval of Minutes of the August 13, 2024
Board of Supervisors Meeting
Ms. Burns presented the minutes from the August 13, 2024 Board of Supervisors meeting.
She asked for any questions, comments, or corrections to the minutes.

On MOTION by Mr. Morgan, seconded by Ms. Dazzo, with all in favor, the Minutes of the August 13, 2024, Board of Supervisors Meeting, were approved.

November 12, 2024	Peace Creek CDD

FIFTH ORDER OF BUSINESS	Ratification of Audit Services Engagement
Letter for Fiscal Year 2024 Audit from Grau & Associates
Ms. Burns stated this is part of a multiyear contract previously awarded by the Board in the amount for FY2024 which is consistent with the original contract NTE $5,000. It has already been executed and needs to be ratified.

On MOTION by Mr. Morgan, seconded by Ms. Word, with all in favor, the Audit Services Engagement Letter for Fiscal Year 2024 Audit from Grau & Associates NTE $5,000, was ratified.

SIXTH ORDER OF BUSINESS	Consideration	of	Resolution	2025-03
Authorizing the Publication of Legal Advertisements and Public Notices on a Publicly Accessible Website in Polk County
Ms. Burns stated Florida law allows if a county has a website for legal notices that the county has adopted, the District can piggyback off that publicly accessible website for posting the majority of notices instead of utilizing the newspaper. Polk County has recently done that and is now using that website to advertise.

On MOTION by Mr. Morgan, seconded by Ms. Dazzo, with all in favor, Resolution 2025-03 Authorizing the Publication of Legal Advertisements and Public Notices on a Publicly Accessible Website in Polk County, was approved.

SEVENTH ORDER OF BUSINESS	Staff Reports
Attorney
Ms. Kobitter had nothing to report to the Board.

Engineer
Mr. Hunter is not in attendance today.

Field Manager’s Report
Mr. Bailey presented the Field Manager’s report on page 46 of the agenda package. He noted as far as the crosswalk lines, he will have to review with Bryan Hunter, the District Engineer, to make sure they have the right to do that. They are doing the speed limit signs that are already

November 12, 2024	Peace Creek CDD

set for the District. The caution signs for children are there to allow someone to see and know. He discussed holiday decorations at the entrances with the Board.

Consideration of Proposal for Installation of Speed Limit Signs & Children at Play Signs
Mr. Bailey presented a GMS proposal for five speed limit signs and six slow children at play signs (requested by residents) for $3,450.72.

On MOTION by Mr. Morgan, seconded by Ms. Dazzo, with all in favor, the GMS Proposal for Installation of Speed Limit Signs & Children at Play Signs for $3,450.72, was approved.

District Manager’s Report
Approval of Check Registers
7/1/2024 through 8/31/2024
9/1/2024 through 9/30/2024
Ms. Burns presented the 07/01/24 through 08/31/24 and 09/01/24 through 09/30/24 check registers for review. She offered to answer questions on any of the invoices.

On MOTION by Mr. Morgan, seconded by Ms. Word, with all in favor, the 07/01/24 through 08/31/24 & 09/01/24 through 09/30/24 Check Registers, was approved.

Balance Sheet & Income Statement
Ms. Burns noted the financial statements through September 30th are included in the agenda package for review. There is no action necessary.

Reminder: 4 Hours of Ethics Training Must be Completed by 12/31/24
Ms. Burns reminded the Board of the ethics training to be completed by December 31st.

Project Development Update
Status of Property Conveyance
Status of Permit Transfers
Ms. Burns stated there isn’t anything pending.

November 12, 2024	Peace Creek CDD

EIGHTH ORDER OF BUSINESS	Other Business
There being no comments, the next item followed.

NINTH ORDER OF BUSINESS	Supervisors	Requests	and	Audience
Comments
Michelle Dudley – Stated the HOA has plans for holiday decorations.
Rob Frein (1430 Austin St.) – Spoke about community being diverse with a lot of new people, the HOA, and complimented the CDD. He has questions about the roadways. Ms. Burns noted the roads are public. He asked how many houses are sold and their percentage of homeownership in the community. Ms. Burns noted the numbers come from the property appraiser but they are months behind recording.

TENTH ORDER OF BUSINESS	Adjournment

On MOTION by Mr. Morgan, seconded by Ms. Dazzo, with all in favor, the meeting was adjourned.

Secretary/Assistant Secretary	Chairman/Vice Chairman

Section V

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

SUPPLEMENTAL ENGINEER’S REPORT
FOR
ASSESSMENT AREA TWO BONDS

Prepared For

BOARD OF SUPERVISORS PEACE CREEK
COMMUNITY DEVELOPMENT DISTRICT

Prepared by:

Hunter Engineering, Inc.
4900 Dundee Road Winter Haven, FL 33884
863-676-7770

December 10, 2024

Bryan Hunter, P.E.
FL Registration No. 53168 FL CA No. 8394

SUPPLEMENTAL ENGINEER’S REPORT FOR ASSESSMENT AREA TWO BONDS COMMUNITY DEVELOPMENT DISTRICT

TABLE OF CONTENTS
PURPOSE	3
COMPOSITE EXHIBIT 7 (SUMMARY OF PROBABLE COSTS)	3
LIST OF EXHBITS COMPOSITE EXHIBIT 9	- SUMMARY OF PROBABLE COSTS

SUPPLEMENTAL ENGINEER’S REPORT FOR ASSESSMENT AREA TWO BONDS PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

PURPOSE

This Supplemental Engineer’s Report for Assessment Area Two Bonds (the “Report”) provides and update to the Amended and Restated Engineer’s Report of Capital Improvements, dated April 14, 2022 (the Master Report). The Master Report described the development within the District occurring in four phases, which has not changed. Phases one, two and three, (Assessment Area One) consist of 553 single family residential units and have been completed. Phase four (Assessment Area Two) consists of 120 townhome units, the capital improvements for which have yet to be constructed. The Master Report included a Summary of Probable Costs for all phases of development (Composite Exhibit 9). The townhome phase (Phase 4), which was originally projected to begin construction in 2022, is now scheduled to begin construction in 2025. The purpose of this Report is to update the estimated costs for the Phase 4 capital improvements to reflect current market conditions.

COMPOSITE EXHIBIT 9

The Summary of Probable Cost table has been updated to reflect the estimated timeline (2025) for the construction of the Phase Four Townhome Development (Assessment Area Two) as well as estimated infrastructure costs. The total number of units for this area has not changed. The Summary of Proposed District Facilities, which was also provided in original Composite Exhibit 9 of the Master Report, has not changed.

3

Composite Exhibit 9
Peace Creek Community Development District
Summary of Probable Costs

Infrastructure (1)(9)	Phase 1, 2, & 3 Single Family
553 Lots (10, 11, 12, 13)
2022 - 2023	Phase 4 - Townhomes
120 Lots
2025	Total
553 SF & 120 TH Lots
2022 - 2025	
Offsite Improvements (6)	$1,939,000	$150,368	$2,089,368	
Stormwater Management (2)(3)(5)(6)	$4,147,500	$867,573	$5,015,073	
Utilities (Water, Sewer, Reclaim, & Street Lighting) (5)(6)(8)	$4,700,500	$1,358,656	$6,059,156	
Roadway (4)(5)(6)	$2,765,000	$608,018	$3,373,018	
Entry Feature (6)(7)	$1,106,000	$125,000	$1,231,000	
Parks & Recreational Facilities (6)	$1,000,000	$50,000	$1,050,000	
Contingency (20%)	$3,097,500	$631,923	$3,729,423	

$3,791,540

Totals	$18,755,500	$22,547,040

Notes:
Infrastructure consists of offsite improvements, public roadway improvements, stormwater management facilities, master sanitary sewer lift station and utilities, entry
feature, landscaping and signage, and parks and recreational facilities.
Excludes grading of each lot for initial pad construction and lot finishing in conjunction with home construction, both of which will be provided by developer or
homebuilder. The cost of transporting any fill to the private lots will not be financed by the District.
Includes stormwater pond excavation. Costs do not include transportation to or placement of fill on private property.
Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering.

Estimates are based on 2021 cost for Phases 1, 2, & 3 (Now Complete) and 2024 costs for Phase 4.

Includes subdivision infrastructure and civil/site engineering. 6.
Includes entry features, signage, hardscape, landscape, irrigation and fencing.
CDD will enter into a Lighting Agreement with the Local Electric Utility Provider for the street light poles and lighting service. Only the differential cost of undergrounding
of wire in public right-of-way and on District land is included.
Estimates based on Master Infrastructure to support development of 553 lots.
94 – 50 foot wide lots and 101 - 40 foot wide lots
79 – 50 foot wide lots and 84 - 40 foot wide lots
94 – 50 foot wide lots and 101 - 40 foot wide lots
Single Family Portion of Project proposes 267– 50 foot wide lots, and 286 – 40 foot wide lots.

Section VI

PRELIMINARY SECOND SUPPLEMENTAL
ASSESSMENT METHODOLOGY FOR ASSESSMENT AREA TWO

FOR PEACE CREEK
COMMUNITY DEVELOPMENT DISTRICT

Date: December 10, 2024

Prepared by

Governmental Management Services – Central Florida, LLC 219 E. Livingston Street
Orlando, FL 32801

Peace Creek 2nd SAM mc 12.04.24 v3.docx

Table of Contents
Introduction	3
Purpose	3
Background	3
Special Benefits and General Benefits	4
Requirements of a Valid Assessment Methodology	5
Special Benefits Exceed the Costs Allocated	5
Assessment Methodology	5
Overview	5
Allocation of Debt	6
Allocation of Benefit	6
Lienability Test: Special and Peculiar Benefit to the Property	7
Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay Non-Ad Valorem Assessments	7
True-Up Mechanism	8
Assessment Roll	8
Appendix	10
Table 1: Development Program	10
Table 2: Infrastructure Cost Estimates	11
Table 3: Bond Sizing	12
Table 4: Allocation of Benefit	13
Table 5: Allocation of Benefit/Total Par Debt to Each Product Type	14
Table 6: Par Debt and Annual Assessments	15
Table 7: Preliminary Assessment Roll	16
GMS-CF, LLC does not represent the Peace Creek Community Development District as a Municipal Advisor or Securities Broker nor is GMS-CF, LLC registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, GMS-CF, LLC does not provide the Peace Creek Community Development District with financial advisory services or offer investment advice in any form.

Introduction

The Peace Creek Community Development District is a local unit of special-purpose government organized and existing under Chapter 190, Florida Statutes (the “District”), as amended. The District plans to issue $2,460,000* of tax exempt bonds (the “Series 2025 Bonds” or “Bonds”) for the purpose of financing certain infrastructure improvements (the “2025 Project”) within the District described in the Supplemental Engineer’s Report for Assessment Area Two Bonds dated December 10, 2024 prepared by Hunter Engineering, Inc. as may be amended and supplemented from time to time (the “Engineer’s Report”). The construction and/or acquisition of the 2025 Project will provide special benefit to the property owners within Assessment Area Two within the District.

Purpose

This Preliminary Second Supplemental Assessment Methodology Report for Assessment Area Two supplements the Amended and Restated Master Assessment Methodology dated March 29, 2022 (together the “Assessment Report”) and provides for an assessment methodology for allocating the Series 2025 Bonds incurred by the District to benefiting properties within Assessment Area Two within the District. This Assessment Report allocates the Series 2025 Bonds to properties within Assessment Area Two based on the special benefits each receives from the District’s capital improvement plan (“CIP”). This Assessment Report is designed to conform to the requirements of Chapters 170, 190, and 197, Florida Statutes with respect to special assessments and is consistent with our understanding of case law on this subject.

The District plans to impose non ad valorem special assessments on the benefited lands within Assessment Area Two within the District based on the Assessment Report. It is anticipated that all of the proposed special assessments will be collected through the Uniform Method of Collection described in Chapter 197.3632, Florida Statutes or any other legal means of collection available to the District. It is not the intent of this Assessment Report to address any other assessments, if applicable, that may be levied by the District, a homeowner’s association, or any other unit of government.

Background

The District consists of approximately 168.55 acres in Polk County, Florida. Assessment Area Two, a designated area within the District, currently envisions 120 residential units. The proposed land use for Assessment Area Two is depicted in Table
1. It is recognized that such land use plan may change, and this Assessment Report will be modified accordingly.

The public improvements contemplated by the District representing the 2025 Project which is a portion of the CIP that will be funded with the available net proceeds of the

Series 2025 Bonds will provide facilities that benefit the assessable property within Assessment Area Two within the District. The CIP is delineated in the Engineer’s Report. Specifically, the District may construct and/or acquire certain offsite improvements, stormwater management facilities, utility facilities, roadways, entry feature, parks and recreation facilities, and contingencies. Only a portion of the CIP constituting the 2025 Project will be funded with the available net proceeds of the Series 2025 Bonds. The acquisition and construction costs are summarized in Table 2.

The assessment methodology is a four-step process.

The District Engineer must first determine the public infrastructure improvements and services that may be provided by the District and the estimated costs to implement the 2025 Project to be financed with the Series 2025 Bonds.
The District Engineer determines the assessable acres within Assessment Area Two that benefit from the District’s CIP.
A calculation is made to determine the funding amounts necessary to acquire and/or construct CIP.
This amount is initially divided equally among the benefited properties on a prorated gross acreage basis within Assessment Area Two. Ultimately, as land is platted, this amount will be assigned to each of the benefited properties based on the number and type of platted units.

Special Benefits and General Benefits

Improvements undertaken by the District create special and peculiar benefits to the assessable property within Assessment Area Two, different in kind and degree than general benefits, for properties within its borders but outside of Assessment Area Two as well as general benefits to the public at large.

However, as discussed herein, these general benefits are incidental in nature and are readily distinguishable from the special and peculiar benefits, which accrue to the assessable property within Assessment Area Two within the District. The implementation of the CIP enables properties within its boundaries to be developed. Without the District’s CIP, there would be no infrastructure to support development of land within the District and development of the property within the District would be prohibited by law.

There is no doubt that the general public and property owners outside of the District and outside of Assessment Area Two within the District will benefit from the provision of the District’s CIP. However, these benefits will be incidental to the District’s portion of the CIP financed with a portion of the Series 2025 Bonds, which is designed solely to meet the needs of property within Assessment Area Two within the

District. Properties outside the District boundaries and outside of Assessment Area Two within the District do not depend upon the District’s 2025 Project. The property owners within Assessment Area Two within the District are therefore receiving special benefits not received by those outside the District’s boundaries and outside of Assessment Area Two within the District.

Requirements of a Valid Assessment Methodology

There are two requirements under Florida law for a valid special assessment:

The properties must receive a special benefit from the improvements being paid for.
The assessments must be fairly and reasonably allocated to the properties being assessed.

Florida law provides for a wide application of benefit that meet these two characteristics of special assessments.

Special Benefits Exceed the Costs Allocated

The special benefits provided to the property owners within Assessment Area Two within the District are greater than the costs associated with providing these benefits. The District Engineer estimates that the portion of District’s CIP represented by the 2025 Project that is necessary to support full development of Assessment Area Two will cost approximately $3,791,540. The District’s Underwriter has estimated that financing costs required to fund a portion of the infrastructure improvements for the 2025 Project, the cost of issuance of the Bonds, funding capitalized interest, and the funding of the debt service reserve account are $2,460,000*. Additionally, funding required to complete the CIP not funded with the proceeds of the Series 2025 Bonds is anticipated to be funded by 653th, LLC or a related entity (the “Developer”). Without the CIP, the property within the District would not be able to be developed and occupied by future residents of the community.

Assessment Methodology

Overview

The District plans to issue $2,460,000* in Series 2025 Bonds to fund a portion of the District’s CIP representing the 2025 Project, provide for a debt service reserve account, fund capitalized interest, and cost of issuance. It is the purpose of this Assessment Report to allocate the $2,460,000 in debt to the properties within Assessment Area Two benefiting from the CIP.

Table 1 identifies the proposed land uses as identified by the Developer of the land within Assessment Area Two within the District. The District has relied on the Engineer’s Report for the CIP needed to support the development; these estimated construction costs are outlined in Table 2. The improvements needed to support Assessment Area Two are described in detail in the Engineer’s Report and are estimated to cost $3,791,540. Based on the estimated costs, the size of the bond issue under current market conditions needed to generate funds to pay for a portion of the CIP representing the 2025 Project and related costs was determined by the District’s Underwriter to total $2,460,000*. Table 3 shows the breakdown of the bond sizing for the Assessment Area Two.

Allocation of Debt

Allocation of debt is a continuous process until the development plan for the District are completed. Until the platting process occurs, the 2025 Project funded by the Series 2025 Bonds benefits all acres within Assessment Area Two within the District.

The initial assessments will be levied on an equal basis to all gross acreage within Assessment Area Two within the District. A fair and reasonable methodology allocates the debt incurred by the District proportionately to the properties receiving the special benefits. At this point all of the lands within Assessment Area Two within the District are benefiting from the 2025 Project.

Once platting or the recording of a declaration of condominium of any portion of the District into individual lots or units (“Assigned Properties”) has begun, the Special Assessments will be levied to the Assigned Properties based on the benefits they receive, on a first platted, first assigned basis. The “Unassigned Properties” defined as property that has not been platted or subjected to a declaration of condominium, will continue to be assessed on a per acre basis. Eventually the development plan will be completed and the debt relating to the Series 2025 Bonds will be allocated to the assigned properties within Assessment Area Two within the District, which are the beneficiaries of the 2025 Project, as depicted in Table 5 and Table 6. If there are changes to the development plan, a true up of the assessment will be calculated to determine if a debt reduction or true-up payment from the Developer is required. The process is outlined in Section 3.0.

The assignment of debt in this Assessment Report sets forth the process by which debt is apportioned. As mentioned herein, this Assessment Report will be supplemented from time to time.

Allocation of Benefit

The CIP consists of offsite improvements, stormwater management facilities, utility facilities, roadways, entry feature, parks and recreation facilities, and contingencies.

There is one residential product type within Assessment Area Two as reflected in Table 1. The townhome lot has been set as the base unit and has been assigned 0.75 equivalent residential units (“ERU”) per lot. The estimated cost of the 2025 Project is reflected in Table 2. There may be other improvements constructed, but not funded by the Series 2025 Bonds. Table 4 shows the allocation of benefit to the particular land uses. It is important to note that the benefit derived from the 2025 Project on the particular units exceeds the cost that the units will be paying for such benefits.

Lienability Test: Special and Peculiar Benefit to the Property

Construction and/or acquisition by the District of the proposed 2025 Project will provide several types of systems, facilities and services for its residents. These include offsite improvements, stormwater management facilities, utility facilities, roadways, entry feature, parks and recreation facilities, and contingencies. These improvements accrue in differing amounts and are somewhat dependent on the type of land use receiving the special benefits peculiar to those properties, which flow from the logical relationship of the improvements to the properties.

For the provision of the 2025 Project relating to the Development, the special and peculiar benefits are:

the added use of the property,
added enjoyment of the property, and
the probability of increased marketability and value of the property.

These special and peculiar benefits are real and ascertainable but are not yet capable of being calculated as to value with mathematical certainty. However, each is more valuable than either the cost of, or the actual non-ad valorem special assessment levied for the improvement or the debt as allocated.

Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay Non-Ad Valorem Assessments

A reasonable estimate of the proportion of special and peculiar benefits received from the public improvements described in the Engineer’s Report relating to the 2025 Project is delineated in Table 5 (expressed as Allocation of Par Debt per Product Type).

The determination has been made that the duty to pay the non-ad valorem special assessments is fairly and reasonably apportioned because the special and peculiar benefits to the property derived from the acquisition and/or construction of the District’s 2025 Project relating to the Development have been apportioned to the property according to reasonable estimates of the special and peculiar benefits provided consistent with the land use categories.

Accordingly, no acre or parcel of property within Assessment Area Two within the District will have a lien for the payment of any non-ad valorem special assessment more than the determined special benefit peculiar to that property and therefore, the debt allocation will not be increased more than the debt allocation set forth in this Assessment Report.

In accordance with the benefit allocation for the product types in Table 4, a total debt per unit and an annual assessment per unit have been calculated for each product type (Table 6). These amounts represent the per unit debt allocation assuming all anticipated units are platted, built and sold as planned, and the 2025 Project is developed or acquired and financed by the District.

True Up Mechanism

Although the District does not process plats, declaration of condominiums, site plans or revisions thereto for the Developer, it does have an important role to play during the course of platting and site planning. Whenever a plat, declaration of condominium or site plan is processed, the District must allocate a portion of its debt to the property according to the Assessment Report outlined herein. In addition, the District must also prevent any buildup of debt on Unassigned Property. Unassigned Property means property within Assessment Area Two within the District where no platting or declaration of condominium has been recorded. Otherwise, the land could be fully conveyed and/or platted without all of the debt being allocated. To preclude this, at the time Unassigned Properties become Assigned Properties, the District will determine the amount of anticipated assessment revenue that remains on the Unassigned Properties, taking into account the proposed plat, or site plan approval. If the total anticipated assessment revenue to be generated from the Assigned and Unassigned Properties is greater than or equal to the maximum annual debt service, then no debt reduction or true-up payment is required. In the case that the revenue generated is less than the required amount then a debt reduction or true-up payment by the landowner in the amount necessary to reduce the par amount of the outstanding Bonds plus accrued interest to a level that will be supported by the new net annual debt service assessments will be required.

If a true-up payment is made less than 45 days prior to a quarterly redemption date, the amount of accrued interest will be calculated to the next succeeding quarterly redemption date.

Assessment Roll

The District will initially distribute the Special Assessments across the property within Assessment Area Two within the District boundaries on a gross acreage basis. As Assigned Properties become known with certainty, the District will refine its allocation of debt from a per acre basis to a per unit basis as shown in Table 6. If the land use

plan or product type changes, then the District will update Table 6 to reflect the changes as part of the foregoing true-up process. As a result, the assessment liens are not finalized with certainty on any acre of land in the District prior to the time final Assigned Properties become known. The preliminary assessment roll is attached as Table 7.

TABLE 1
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT DEVELOPMENT PROGRAM
SECOND SUPPLEMENTAL ASSESSMENT METHODOLOGY

Land Use*	Total	ERUs per Unit (1)	Total ERUs	

Townhome	
120	
0.75	
90.00	
Total Units	120		90.00	

(1) Benefit is allocated on an ERU basis; based on density of planned development Townhome lot at 0.75 ERU

* Unit mix is subject to change based on marketing and other factors

Prepared by: Governmental Management Services - Central Florida, LLC

TABLE 2
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT PLAN COST ESTIMATES SECOND SUPPLEMENTAL ASSESSMENT METHODOLOGY

Capital Improvement Plan ("CIP") (1)		2025 Project Cost Estimate	
Offsite Improvements	$	150,368	
Stormwater Management	$	867,573	
Utilities (Water, Sewer, Reclaim & Street Lighting)	$	1,358,656	
Roadway	$	608,018	
Entry Feature	$	125,000	
Parks and Recreational Facilities	$	50,000	
Contingencies	$	631,923	
	$	3,791,540	

(1) A detailed description of these improvements is provided in the Supplemental Engineer's Report for Assessment Area Two Bonds dated December 10, 2024.

Prepared by: Governmental Management Services - Central Florida, LLC

TABLE 3
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT BOND SIZING
SECOND SUPPLEMENTAL ASSESSMENT METHODOLOGY

Sources		
Par Amount*	$	2,460,000.00	
Total Sources	$	2,460,000.00	
		
Uses		
Construction Funds	$	1,907,145.90	
Debt Service Reserve	$	173,991.60	
Capitalized Interest	$	129,662.50	
Underwriters Discount	$	49,200.00	
Cost of Issuance	$	200,000.00	
Total Uses	$	2,460,000.00	

Bond Assumptions:		
Average Coupon	5.75%	
Amortization	30 years	
Capitalized Interest	11 Months	
Debt Service Reserve	100% of Max Annual Debt Service	
Underwriters Discount	2%	
* Par amount is subject to change based on the actual terms at the sale of the bonds Prepared by: Governmental Management Services - Central Florida, LLC

TABLE 4
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT ALLOCATION OF IMPROVEMENT COSTS
SECOND SUPPLEMENTAL ASSESSMENT METHODOLOGY

Land Use	No. of Units * ERU Factor Total ERUs % of Total ERUs

Total Improvements Costs Per Product Type

Improvement Costs Per Unit

Townhome		120		0.75		90.00	100.00%	$	3,791,540 	$	31,596	
		120				90.00	100.00%	$	3,791,540 		

* Unit mix is subject to change based on marketing and other factors

Prepared by: Governmental Management Services - Central Florida, LLC

TABLE 5
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT ALLOCATION OF TOTAL PAR DEBT TO EACH PRODUCT TYPE SECOND SUPPLEMENTAL ASSESSMENT METHODOLOGY

Land Use	No. of Units *

Total Improvements Costs Per Product Type

Allocation of Par Debt Per Product
Type**	Par Per Unit

Townhome	120

$	3,791,540	$

2,460,000	$

20,500

	120	$	3,791,540	$	2,460,000	

* Unit mix is subject to change based on marketing and other factors

** Preliminary, subject to change

Prepared by: Governmental Management Services - Central Florida, LLC

TABLE 6
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT
PAR DEBT AND ANNUAL ASSESSMENTS FOR EACH PRODUCT TYPE SECOND SUPPLEMENTAL ASSESSMENT METHODOLOGY

	
Allocation of Par		
Maximum	Net Annual Debt	
Gross Annual Debt	

Land Use	
No. of Units *	Debt Per Product
Type**	Total Par Debt
Per Unit	Annual Debt
Service	Assessment Per
Unit	Assessment Per
Unit (1)	

Townhome	
120	
$	2,460,000	
$	20,500	
$	173,992	
$	1,449.93	
$	1,559.06	
	120	$	2,460,000		$	173,992			

(1) This amount includes estimated collection fees and early payment discounts when collected on the Polk County Tax Bill

* Unit mix is subject to change based on marketing and other factors

** Preliminary, subject to change

Prepared by: Governmental Management Services - Central Florida, LLC

TABLE 7
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT PRELIMINARY ASSESSMENT ROLL
SECOND SUPPLEMENTAL ASSESSMENT METHODOLOGY

Owner	

Property	

Acres	
Total Par Debt Allocated**	Net Annual Debt Assessment Allocation	Gross Annual Debt Assessment Allocation (1)	
653TH LLC	Assessment Area Two*	14.50	$	2,460,000	$	173,992	$	187,088	
Totals		14.50	$	2,460,000	$	173,992	$	187,088	

*See Metes and Bounds, attached as Exhibit A

** Preliminary, subject to change

Annual Assessment Periods Projected Bond Rate (%) Maximum Annual Debt Service

30
5.75%
$173,992

This amount includes estimated collection fees and early payment discounts when collected on the Polk County Tax Bill Prepared by: Governmental Management Services - Central Florida, LLC

S:\ACTIVE\CENTERSTATE DEVELOPMENT\B&B RANCH\PEACE CREEK CDD EXHIBIT THREE-04-07-2022.dwg,4/7/2022 12:46 PM, Ken Thompson

AutoCAD SHX Text
--------------------------------------------
POINT OF COMMENCEMENT THE NORTHEAST CORNER OF THE WEST 1/2 OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 36, TOWNSHIP 29 SOUTH, RANGE 26 EAST

Exhibit A

S:\ACTIVE\CENTERSTATE DEVELOPMENT\B&B RANCH\PEACE CREEK CDD EXHIBIT THREE-04-07-2022.dwg,4/7/2022 12:46 PM, Ken Thompson

Section VII

RESOLUTION NO. 2025-04
A RESOLUTION OF THE BOARD OF SUPERVISORS (THE “BOARD”) OF THE PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT (THE “DISTRICT”) AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $5,000,000 PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2025 (ASSESSMENT AREA TWO) (THE “2025 BONDS”) TO FINANCE CERTAIN PUBLIC INFRASTRUCTURE WITHIN A DESIGNATED ASSESSMENT AREA WITHIN THE DISTRICT REFERRED TO AS “ASSESSMENT AREA TWO”; DETERMINING THE NEED FOR A NEGOTIATED LIMITED OFFERING OF THE 2025 BONDS AND PROVIDING FOR A DELEGATED AWARD OF SUCH BONDS; APPOINTING THE UNDERWRITER FOR THE LIMITED OFFERING OF THE 2025 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT WITH RESPECT TO THE 2025 BONDS; APPROVING THE USE OF THAT CERTAIN MASTER TRUST INDENTURE DATED AS OF MARCH 1, 2023 WITH RESPECT TO THE 2025 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE GOVERNING THE 2025 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM; APPROVING THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE AGREEMENT, AND APPOINTING A DISSEMINATION AGENT; APPROVING THE APPLICATION OF BOND PROCEEDS; AUTHORIZING CERTAIN MODIFICATIONS TO THE ASSESSMENT METHODOLOGY REPORT AND ENGINEER’S REPORT; PROVIDING FOR THE REGISTRATION OF THE 2025 BONDS PURSUANT TO THE DTC BOOK-ENTRY ONLY SYSTEM; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE 2025 BONDS; AND PROVIDING FOR SEVERABILITY, CONFLICTS AND AN EFFECTIVE DATE.
WHEREAS, Peace Creek Community Development District (the “District”), is a local unit of special-purpose government organized and existing in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), created by Ordinance No. O-22-15 of the City Commission of the City of Winter Haven, Florida, on February 28, 2022;
WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction; and

WHEREAS, the Board of Supervisors of the District (herein, the “Board”) has previously adopted Resolution No. 2022-34 on March 29, 2022 (the “Initial Bond Resolution”), pursuant to which the District authorized the issuance of not to exceed $28,000,000 of its Special Assessment Bonds to be issued in one or more Series to finance all or a portion of the District’s capital improvement program to be built in one or more phases; and
WHEREAS, any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Initial Bond Resolution; and
WHEREAS, pursuant to the Initial Bond Resolution, Resolution No. 2023-2, adopted on February 14, 2023, the Master Trust Indenture dated as of March 1, 2023 (the “Master Indenture”), and a First Supplemental Trust Indenture dated as of March 1, 2023, both by and between the District and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), the District issued its $12,065,000 Special Assessment Bonds, Series 2023 (Assessment Area One); and
WHEREAS, the District hereby determines to issue a second Series of Bonds to finance certain public infrastructure for the benefit of a designated assessment area referred to as “Assessment Area Two”;
WHEREAS, the Board hereby determines to issue its Peace Creek Community Development District Special Assessment Bonds, Series 2025 (Assessment Area Two) (the “2025 Bonds”) in the principal amount of not exceeding $5,000,000 for the purpose of providing funds to finance a portion of the public infrastructure within Assessment Area Two within the District, as described in the District’s Master Engineer’s Report for the Peace Creek Community Development District dated April 14, 2022, as supplemented and amended from time to time (“Engineer’s Report” and the portion of the described improvements financed with the 2025 Bonds, the “2025 Project”); and
WHEREAS, the 2025 Project is hereby determined to be necessary to coincide with the developer’s plan of development; and
WHEREAS, there has been submitted to this meeting, with respect to the issuance and sale of the 2025 Bonds, and submitted to the Board forms of:
a Bond Purchase Contract with respect to the 2025 Bonds by and between FMSbonds, Inc., as the underwriter (the “Underwriter”) and the District, together with the form of a disclosure statement attached to the Bond Purchase Contract pursuant to Section 218.385, Florida Statutes, substantially in the form attached hereto as Exhibit A (the “Bond Purchase Contract”);
a Preliminary Limited Offering Memorandum substantially in the form attached hereto as Exhibit B (the “Preliminary Limited Offering Memorandum”);
a Continuing Disclosure Agreement among the District, the dissemination agent named therein and the obligated parties named therein, substantially in the form attached hereto as Exhibit C; and

a Second Supplemental between the District and the Trustee, substantially in the form attached hereto as Exhibit D and, together with the Master Indenture, the “2025 Indenture.”
WHEREAS, in connection with the sale of the 2025 Bonds, it may be necessary that certain modifications be made to the Amended and Restated Master Special Assessment Methodology Report dated April 26, 2022, as supplemented and amended from time to time (“Assessment Methodology Report”) and the Engineer’s Report to conform such reports to the final terms of the 2025 Bonds; and
WHEREAS, the proceeds of the 2025 Bonds shall also fund a debt service reserve account, pay capitalized interest, if any, and pay the costs of the issuance of the 2025 Bonds.
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the Peace Creek Community Development District (the “Board”), as follows:
Section 1.  Negotiated Limited Offering of the 2025 Bonds. The District hereby finds that because of the complex nature of assessment bond financings in order to better time the sale of the 2025 Bonds and secure better interest rates, it is necessary and in the best interest of the District that the 2025 Bonds, in the aggregate principal amount of not exceeding $5,000,000, be sold on a negotiated limited offering basis. The District hereby further finds that it will not be adversely affected if the 2025 Bonds are not sold pursuant to competitive sales.
Section 2.  Purpose. The District has authorized its capital improvement plan for the development of the District, as set forth in the Engineer’s Report, and hereby authorizes the financing of a portion of the acquisition and/or construction of certain public infrastructure benefiting all the assessable lands within Assessment Area Two within the District by issuing the 2025 Bonds to finance a portion of such public infrastructure described in the Engineer’s Report and constituting the 2025 Project. The 2025 Project includes, but is not limited to, public roadway improvements, stormwater drainage facilities including related earthwork, water, sewer and reclaimed water facilities, landscaping, hardscaping and irrigation in public rights of way, amenities, differential cost of undergrounding electric utilities, all as more particularly described in the Engineer’s Report.
Section 3.   Sale of the 2025 Bonds. Except as otherwise provided in the last sentence of this Section 3, the proposal submitted by the Underwriter offering to purchase the 2025 Bonds at the purchase price established pursuant to the parameters set forth below and on the terms and conditions set forth in the Bond Purchase Contract (attached hereto as Exhibit A), are hereby approved and adopted by the District in substantially the form presented. Subject to the last sentence of this Section 3, the Chairperson (or, in the absence of the Chairperson, any other member of the Board) is hereby authorized to execute and deliver on behalf of the District, and the Secretary of the District is hereby authorized (if so required) to affix the seal of the District and attest to the execution of the Bond Purchase Contract in substantially the form presented at this meeting. The disclosure statements of the Underwriter, as required by Section 218.385, Florida Statutes, to be delivered to the District prior to the execution of the Bond Purchase Contract, a copy of which is attached as an exhibit to the Bond Purchase Contract, will be entered into the official records of the District.  The Bond Purchase Contract, in final form as determined by

counsel to the District and the Chairperson, may be executed by the District without further action provided that (i) the 2025 Bonds mature not later than the statutory permitted period; (ii) the principal amount of the 2025 Bonds issued does not exceed $5,000,000; (iii) the interest rate on the 2025 Bonds shall not exceed the maximum rate permitted under Florida law; (iv) if the 2025 Bonds are subject to optional redemption which determination will be made on or before the sale date of the 2025 Bonds, the first optional call date and the redemption price shall be determined on or before the execution of the Bond Purchase Contract; and (v) the purchase price to be paid by the Underwriter for the 2025 Bonds is not less than 98% of the par amount of the 2025 Bonds issued (exclusive of any original issuance discount).
Section 4. The Limited Offering Memorandum. The Limited Offering Memorandum, in substantially the form of the Preliminary Limited Offering Memorandum (subject to the other conditions set forth herein) attached hereto as Exhibit B, with such changes as are necessary to conform to the details of the 2025 Bonds and the requirements of the Bond Purchase Contract, is hereby approved. The District hereby authorizes the execution of the Limited Offering Memorandum and the District hereby authorizes the Limited Offering Memorandum, when in final form, to be used in connection with the limited offering and sale of the 2025 Bonds. The District hereby authorizes and consents to the use by the Underwriter of a Preliminary Limited Offering Memorandum substantially in the form attached hereto as Exhibit B, in connection with the limited offering of the 2025 Bonds. The final form of a Preliminary Limited Offering Memorandum shall be determined by the Underwriter and the professional staff of the District with final approval by the Chairperson. The Limited Offering Memorandum may be modified in a manner not inconsistent with the substance thereof and the terms of the 2025 Bonds as shall be deemed advisable by Bond Counsel and counsel to the District, with final approval by the Chairperson. The Chairperson (or, in the absence of the Chairperson, any other member of the Board) is hereby further authorized to execute and deliver on behalf of the District, the Limited Offering Memorandum and any amendment or supplement thereto, with such changes, modifications and deletions as the member of the Board executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the District, with final approval by the Chairperson, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the District. The District hereby authorizes the Chairperson (or, in the absence of the Chairperson, any other member of the Board) to deem “final” the Preliminary Limited Offering Memorandum except for permitted omissions all within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 and to execute a certificate in that regard.
Section 5.  Details of the 2025 Bonds. The proceeds of the 2025 Bonds shall be applied in accordance with the provisions of the 2025 Indenture. The 2025 Bonds shall mature in the years and in the amounts, bear interest at such rates and be subject to redemption, all as provided in the 2025 Indenture. The execution of the 2025 Indenture shall constitute approval of such terms as set forth in the 2025 Indenture and this Resolution. The maximum aggregate principal amount of the 2025 Bonds authorized to be issued pursuant to this Resolution and the 2025 Indenture shall not exceed $5,000,000.
Section 6. Continuing Disclosure; Dissemination Agent. The Board does hereby authorize and approve the execution and delivery of a Continuing Disclosure Agreement by the Chairperson (or, in the absence of the Chairperson, any other member of the Board) substantially in the form presented to this meeting and attached hereto as Exhibit C. The Continuing Disclosure

Agreement is being executed by the District and the other parties thereto in order to assist the Underwriter in the marketing of the 2025 Bonds and compliance with Rule 15c2-12 of the Securities and Exchange Commission. Governmental Management Services - Central Florida, LLC is hereby appointed the initial dissemination agent.
Section 7.  Authorization of Execution and Delivery of the Second Supplemental Trust Indenture; Application of Master Indenture. The District does hereby authorize and approve the execution by the Chairperson (or, in the absence of the Chairperson, the Vice Chairperson or any other member of the Board) and the Secretary or any Assistant Secretary to attest and authorize the delivery of the previously approved Master Indenture and Second Supplemental, both between the District and the Trustee. The 2025 Indenture shall provide for the security of the 2025 Bonds and express the terms of the 2025 Bonds. The Second Supplemental shall be substantially in the form attached hereto as Exhibit D and is hereby approved, with such changes therein as are necessary or desirable to reflect the terms of the sale of the 2025 Bonds as shall be approved by the Chairperson (or, in the absence of the Chairperson, the Vice Chairperson, or any other member of the Board) executing the same upon the advice of Bond Counsel and counsel to the District, with such execution to constitute conclusive evidence of such officer’s approval and the District’s approval of any changes therein from the form of the Second Supplemental attached hereto as Exhibit D.
Section 8.  Authorization and Ratification of Prior Acts. All actions previously taken by or on behalf of District in connection with the issuance of the 2025 Bonds are hereby authorized, ratified and confirmed.
Section 9. Appointment of Underwriter. The Board hereby formally appoints FMSbonds, Inc., as the Underwriter for the 2025 Bonds.
Section 10. Book-Entry Only Registration System. The registration of the 2025 Bonds shall initially be by the book-entry only system established with The Depository Trust Company.
Section 11. Assessment Methodology Report. The Board hereby authorizes any modifications to the Assessment Methodology Report prepared by Governmental Management Services - Central Florida, LLC in connection with the 2025 Bonds if such modifications are determined to be appropriate in connection with the issuance of the 2025 Bonds.
Section 12.  Engineer’s Report. The Board hereby authorizes any modifications to the Engineer’s Report prepared by Hunter Engineering, Inc. if such modifications are determined to be appropriate in connection with the issuance of the 2025 Bonds or modifications to the 2025 Project.
Section 13. Further Official Action. The Chairperson, the Vice Chairperson, the Secretary and each other member of the Board and any other proper official or member of the professional staff of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairperson, the Vice Chairperson or the Secretary is unable to execute and deliver

the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District herein authorized. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation.
Section 14. Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.
Section 15.  Inconsistent Proceedings. All resolutions or proceedings, or parts thereof, in conflict with the provisions hereof are to the extent of such conflict hereby repealed or amended to the extent of such inconsistency.
PASSED in public session of the Board of Supervisors of the Peace Creek Community Development District, this 10th day of December, 2024.
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT
ATTEST:
By:			By:	 Name: Jillian Burns			Name: 	 Title:  Secretary		   Title: Chairperson/Vice Chairperson	
Board of Supervisors	

EXHIBIT A
FORM OF BOND PURCHASE CONTRACT

DRAFT-1
GrayRobinson, P.A. November 27, 2024

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT (CITY OF WINTER HAVEN, FLORIDA)

$[	]
Special Assessment Bonds, Series 2024 (Assessment Area Two)

BOND PURCHASE CONTRACT
[	], 2024
Board of Supervisors
Peace Creek Community Development District City of Winter Haven, Florida
Board of Supervisors:
FMSbonds, Inc. (the "Underwriter") offers to enter into this Bond Purchase Contract (the "Purchase Contract") with the Peace Creek Community Development District (the "District"). The District is located entirely within the City of Winter Haven, Florida (the "City"). This offer of the Underwriter shall, unless accepted by the District, acting through its Board of Supervisors (the "Board"), expire at 4:00 P.M. prevailing time within the jurisdiction of the District on the date hereof, unless previously withdrawn or extended in writing by the Underwriter. This Purchase Contract shall be binding upon the District and the Underwriter upon execution and delivery. Any capitalized word not defined herein shall have the meaning ascribed thereto in the Preliminary Limited Offering Memorandum (as hereinafter defined). In conformance with Section 218.385, Florida Statutes, as amended, the Underwriter hereby delivers to the District the Disclosure and Truth-In-Bonding Statements attached hereto as Exhibit A.
Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the District, and the District hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the District's $[	] Special Assessment Bonds, Series 2024 (Assessment Area Two) (the "Series 2024 Bonds"). The Series 2024 Bonds shall be dated their date of delivery and shall mature on the dates, shall bear interest at the rates, and shall be subject to redemption prior to maturity, all as provided in Exhibit B attached hereto.
The purchase price for the Series 2024 Bonds shall be $[	] (representing the
$[	].00 aggregate principal amount of the Series 2024 Bonds, [plus/less net original issue premium/discount of $[	] and] less an underwriter's discount of $[	]). Payment of the purchase price and delivery of the Series 2024 Bonds and the other actions contemplated hereby to take place at the time of such payment and delivery are hereinafter referred to as the "Closing."
The Series 2024 Bonds. The Series 2024 Bonds are to be issued by the District, a local unit of special-purpose government of the State of Florida (the "State") created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, any successor statute thereto, the Florida Constitution, and other applicable provisions of law (collectively, the "Act"), by Ordinance No. O-22-15 enacted by the City Commission of the City of Winter Haven, Florida, effective on February 28, 2022, as amended by Ordinance No. O-22-36 enacted by the City, effective on June 13, 2022 (collectively, the "Ordinance"). The Series 2024 Bonds are being issued pursuant to the Act and secured

pursuant to the provisions of a Master Trust Indenture dated as of March 1, 2023 (the "Master Indenture"), as supplemented by a Second Supplemental Trust Indenture dated as of [December] 1, 2024 (the "Second Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), and by Resolution Nos. 2022-34 and 2025-[03], adopted by the Board of Supervisors of the District (the "Board") March 29, 2022 and [December 10], 2024 (collectively, the "Bond Resolution").
The Series 2024 Special Assessments, comprising the Series 2024 Pledged Revenues for the Series 2024 Bonds, have been levied, or by the time of Closing will be levied, by the District on those lands within the District specially benefited by the 2024 Project pursuant to the Assessment Resolutions (as such term is defined in the Second Supplemental Indenture).
Limited Offering; Establishment of Issue Price. It shall be a condition to the District's obligation to sell and to deliver the Series 2024 Bonds to the Underwriter, and to the Underwriter's obligation to purchase, accept delivery of and pay for the Series 2024 Bonds, that the entire principal amount of the Series 2024 Bonds be issued, sold and delivered by the District and purchased, accepted and paid for by the Underwriter at the Closing and that the District and the Underwriter receive the opinions, documents and certificates described in Section 8(c) hereof.
The Underwriter agrees to assist the District in establishing the issue price of the Series 2024 Bonds and shall execute and deliver to the District at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, in a form reasonably satisfactory to Bond Counsel, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the District and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2024 Bonds.
Except as otherwise indicated in Exhibit B, the District will treat the first price at which 10% of each maturity of the Series 2024 Bonds (the "10% test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the District the price or prices at which the Underwriter has sold to the public each maturity of Series 2024 Bonds. If at that time the 10% test has not been satisfied as to any maturity, the Underwriter agrees to promptly report to the District the prices at which the Series 2024 Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Series 2024 Bonds of that maturity or until all Series 2024 Bonds of that maturity have been sold to the public provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the District or bond counsel. For purposes of this Section, if Series 2024 Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Series 2024 Bonds.
The Underwriter confirms that it has offered the Series 2024 Bonds to accredited investors constituting the public on or before the date of this Purchase Contract at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except as otherwise set forth therein. Exhibit B also sets forth, as of the date of this Purchase Contract, the maturities of the Series 2024 Bonds for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering- price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the

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

and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
The District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series 2024 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2024 Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Series 2024 Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Series 2024 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2024 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2024 Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2024 Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Series 2024 Bonds
The Underwriter acknowledges that sales of any Series 2024 Bond to any person that is a related party to an Underwriter participating in the initial sale of the Series 2024 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
"public" means any person other than an underwriter or a related party,
"underwriter" means (A) any person that agrees pursuant to a written contract with the District (or with the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2024 Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause
(A) to participate in the initial sale of the Series 2024 Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Series 2024 Bonds to the public),
a purchaser of any of the Series 2024 Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another),
(B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
"sale date" means the date of execution of this Purchase Contract by all
parties.

Use of Documents. Prior to the date hereof, the District has caused to be prepared and has provided to the Underwriter a Preliminary Limited Offering Memorandum dated [	], 2024 (such Preliminary Limited Offering Memorandum, including the cover pages and all appendices thereto, and any amendments and supplements thereto that may be authorized by the District for use with respect to the Series 2024 Bonds, being herein collectively called the "Preliminary Limited Offering Memorandum") of the District related to the Series 2024 Bonds that the District has deemed final as of its date, except for certain permitted omissions (the "Permitted Omissions"), as contemplated by Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12" or the "Rule") in connection with the limited offering of the Series 2024 Bonds. The Underwriter has reviewed the Preliminary Limited Offering Memorandum prior to the execution of this Purchase Contract. The District has, prior to the date hereof, authorized the Preliminary Limited Offering Memorandum to be circulated and used by the Underwriter in connection with the limited offering of the Series 2024 Bonds. The District shall deliver or cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the date hereof but not later than three (3) days prior to the Closing Date (as defined below) and in sufficient time to allow the Underwriter to comply with all requirements of the Rule and all applicable securities laws and the rules of the Municipal Securities Rulemaking Board (the "MSRB"), a final Limited Offering Memorandum dated the date hereof (such Limited Offering Memorandum, including the cover pages and all appendices thereto, and any amendments and supplements thereto that may be authorized by the District for use with respect to the Series 2024 Bonds being herein collectively called the "Limited Offering Memorandum" and, together with the Preliminary Limited Offering Memorandum, the "Limited Offering Memoranda"). The District hereby ratifies and approves the circulation and use of the Preliminary Limited Offering Memorandum by the Underwriter.
Definitions. For purposes hereof, (a) this Purchase Contract, the Indenture, the Series 2024 Bonds, the Continuing Disclosure Agreement to be dated as of the Closing Date, by and among the District, 653TH, LLC, a Florida limited liability company (the "Developer"), and Governmental Management Services – Central Florida, LLC, as district manager (the "District Manager") and dissemination agent (the "Dissemination Agent"), in substantially the form attached to the Preliminary Limited Offering Memorandum as APPENDIX F thereto (the "Disclosure Agreement") and the DTC Blanket Issuer Letter of Representations entered into by the District, are referred to herein collectively as the "Financing Documents," and (b) the Agreement by and between the District and the Developer Regarding the Completion of District Improvements dated as of the Closing Date (the "Completion Agreement"), the Agreement by and between the District and the Developer Regarding the Acquisition of Certain Work Product, Improvements and Real Property (Assessment Area Two, Series 2024 Bonds) dated as of the Closing Date (the "Acquisition Agreement"), the Collateral Assignment and Assumption of Development Rights, in recordable form, by and between the District and the Developer dated as of the Closing Date, (the "Collateral Assignment"), the Agreement by and between the District and the Developer Regarding the True-Up and Payment of Assessments in recordable form dated as of the Closing Date (the "True-Up Agreement"), and the Declaration of Consent to the Jurisdiction of District and to Imposition of 2024 Special Assessments in recordable form and executed by the Developer (the "Declaration of Consent"), are collectively referred to herein as the "Ancillary Agreements."
Representations, Warranties and Agreements. The District hereby represents, warrants and agrees as follows:
The Board is the governing body of the District and the District is and will be on the Closing Date duly organized and validly existing as a unit of special-purpose government created pursuant to the Constitution and laws of the State, including, without limitation, the Act;
The District has full legal right, power and authority to: (i) adopt the Bond Resolution and the Assessment Resolutions; (ii) enter into the Financing Documents and Ancillary Agreements to which it is a party; (iii) sell, issue and deliver the Series 2024 Bonds to the

Underwriter as provided herein; (iv) apply the proceeds of the sale of the Series 2024 Bonds for the purposes described in the Preliminary Limited Offering Memorandum; (v) acknowledge and authorize the use of the Preliminary Limited Offering Memorandum and acknowledge and authorize the use and execution of the Limited Offering Memorandum; and (vi) carry out and consummate the transactions contemplated by the Bond Resolution, the Assessment Resolutions, the Financing Documents, the Ancillary Agreements to which it is a party, and the Limited Offering Memoranda, including but not limited to entering into the agreements with the Tax Collector and Property Appraiser to provide for the collection of the Series 2024 Special Assessments, using the Uniform Method of collection in accordance with the Indenture. The District has complied, or will comply by the time of the Closing Date, and on the Closing Date will be in compliance in all material respects, with the terms of the Act and with the obligations on its part contained in the Bond Resolution, the Assessment Resolutions, the Financing Documents, the Ancillary Agreements to which it is a party and the Series 2024 Bonds;
At meetings of the Board that were duly called and noticed and at which a quorum was present and acting throughout, the Board duly adopted and/or by the Closing Date will have adopted the Bond Resolution and the Assessment Resolutions, and the same are or will be in full force and effect and have not been and will not be supplemented, amended, modified or repealed, except as set forth therein. By all necessary official Board action, the District has duly authorized and approved the use and delivery of the Preliminary Limited Offering Memorandum and the execution and delivery of the Financing Documents, the Ancillary Agreements to which it is a party, the Series 2024 Bonds and the Limited Offering Memorandum, has duly authorized and approved and/or will by the Closing Date have duly authorized and approved the performance by the District of the obligations on its part contained in the Financing Documents, the Ancillary Agreements to which it is a party and the Series 2024 Bonds and the consummation by it of all other transactions contemplated by this Purchase Contract and the Preliminary Limited Offering Memorandum in connection with the issuance of the Series 2024 Bonds. Upon execution and delivery by the District and the Trustee (and assuming the due authorization, execution and delivery of the Indenture by the Trustee), the Indenture will constitute the legal, valid and binding obligation of the District, enforceable in accordance with its terms, subject only to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Upon execution by the District and the other parties thereto (and assuming the due authorization, execution and delivery of such agreements by the other parties thereto), the Financing Documents and the Ancillary Agreements to which it is a party, constitute, and will constitute at the Closing Date, the legal, valid and binding obligations of the District, enforceable in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
The District is not in material breach of or material default under any applicable provision of the Act or any applicable constitutional provision or statute or, to the best of its knowledge after due inquiry, administrative regulation of the State or the United States of America or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement, or other material instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and to the best of its knowledge after due inquiry, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or material event of default under any such instrument; and the execution and delivery of the Series 2024 Bonds, the Financing Documents, the Ancillary Agreements to which it is a party, and the Limited Offering Memorandum, the delivery of the Preliminary Limited Offering Memorandum and the adoption of the Bond Resolution and the

Assessment Resolutions, and compliance with the provisions on the District's part contained therein, will not conflict with or constitute a material breach of or material default under any applicable constitutional provision, or law, or, to the best of its knowledge after due inquiry, any administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the District or under the terms of any such law, regulation or instrument, except as provided by the Assessment Resolutions, the Series 2024 Bonds and the Indenture. To the best of its knowledge after due inquiry, no event has occurred which, with the lapse of time or the giving of notice, or both, would constitute an event of default (as therein defined) under the Series 2024 Bonds, the Ancillary Agreements to which it is a party, or the Financing Documents;
All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters which are required for the due authorization by, or which would constitute a condition precedent to, or the absence of which would materially adversely affect, the due performance by the District of its obligations, to issue the Series 2024 Bonds, or under the Series 2024 Bonds, the Bond Resolution, the Assessment Resolutions, the Financing Documents or the Ancillary Agreements to which it is a party, have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2024 Bonds;
The descriptions of the Series 2024 Bonds, the Financing Documents, the Ancillary Agreements and the 2024 Project, to the extent referred to in the Preliminary Limited Offering Memorandum, conform in all material respects to the Series 2024 Bonds, the Financing Documents, the Ancillary Agreements and the 2024 Project, respectively;
The Series 2024 Bonds, when issued, executed and delivered in accordance with the Indenture and when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract, will be validly issued and outstanding obligations of the District, entitled to the benefits of the Indenture and upon such issuance, execution and delivery of the Series 2024 Bonds, the Indenture will provide, for the benefit of the holders from time to time of the Series 2024 Bonds, a legally valid and binding pledge of and first lien on the Series 2024 Pledged Revenues. On the Closing Date, all conditions precedent to the issuance of the Series 2024 Bonds set forth in the Indenture will have been complied with or fulfilled;
There is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the District after due inquiry, threatened against or affecting the District: (i) contesting the corporate existence or powers of the Board or the titles of the respective officers of the Board to their respective offices; (ii) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2024 Bonds or the application of the proceeds of the sale thereof for the purposes described in the Preliminary Limited Offering Memorandum, or the collection of the Series 2024 Special Assessments, or the pledge of and lien on the Series 2024 Pledged Revenues pursuant to the Indenture; (iii) contesting or affecting specifically as to the District the validity or enforceability of the Act or any action of the District in any respect relating to the authorization for the issuance of the Series 2024 Bonds, or the authorization of the 2024 Project, the Bond Resolution, the Assessment Resolutions, the Financing Documents and the Ancillary Agreements to which the District is a party, or the application of the proceeds of the Series 2024 Bonds for the

purposes set forth in the Preliminary Limited Offering Memorandum; (iv) contesting the federal tax status of the Series 2024 Bonds; or (v) contesting the completeness or accuracy of the Preliminary Limited Offering Memorandum or any supplement or amendment thereto;
To the extent applicable, the District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to: (i) qualify the Series 2024 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) determine the eligibility of the Series 2024 Bonds for investment under the laws of such states and other jurisdictions, and the District will use its best efforts to continue such qualifications in effect so long as required for the initial limited offering and distribution of the Series 2024 Bonds; provided, however, that the District shall not be required to execute a general or special consent to service of process or to qualify to do business in connection with any such qualification or determination in any jurisdiction or register as a broker/dealer;
As of its date (unless an event occurs of the nature described in paragraph (1) of this Section 6) and at all times subsequent thereto, up to and including the Closing Date, the statements and information contained in the Preliminary Limited Offering Memorandum (other than Permitted Omissions) and in the Limited Offering Memorandum are and will be accurate in all material respects for the purposes for which their use is authorized and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained or to be contained in the Limited Offering Memoranda under the captions "DESCRIPTION OF THE SERIES 2024 BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE DEVELOPER," "TAX MATTERS," "SUITABILITY FOR INVESTMENT," "LITIGATION –
The Developer" and "UNDERWRITING";
If the Limited Offering Memorandum is supplemented or amended pursuant to subsection (1) of this Section 6, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained or to be contained in the Limited Offering Memoranda Memorandum under the captions "DESCRIPTION OF THE SERIES 2024 BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE DEVELOPER," "TAX MATTERS," "SUITABILITY FOR INVESTMENT," "LITIGATION – The Developer" and "UNDERWRITING";
If between the date of this Purchase Contract and the earlier of (i) date that is ninety
(90) days from the end of the "Underwriting Period" as defined in Rule 15c2-12 or (ii) the time when the Limited Offering Memorandum is available to any person from the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System (but in no event less than twenty- five (25) days following the end of the Underwriting Period), any event shall occur, of which the District has actual knowledge, which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the District shall notify the Underwriter thereof, and, if in

the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the District will at its expense supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter. The end of the Underwriting Period shall be the next business day after the Closing Date;
Since its inception, there has been no material adverse change in the properties, businesses, results of operations, prospects, management or financial or other condition of the District, except as disclosed in the Preliminary Limited Offering Memorandum, and the District has not incurred liabilities that would materially adversely affect its ability to discharge its obligations under the Bond Resolution, the Assessment Resolutions, the Series 2024 Bonds, the Financing Documents or the Ancillary Agreements to which it is a party, direct or contingent, other than as set forth in or contemplated by the Limited Offering Memoranda;
The District is not now in default and has not been in default at any time after December 31, 1975 in the payment of the principal of or the interest on any governmental security issued or guaranteed by it which would require the disclosure pursuant to Section 517.051, Florida Statutes or Rule 69W-400.003 of the Florida Department of Financial Services;
Except as disclosed in the Limited Offering Memoranda, the District has never failed to comply in any material respect with any continuing disclosure obligations previously undertaken by the District in accordance with the continuing disclosure requirements of the Rule;
Any certificate signed by any official of the District and delivered to the Underwriter will be deemed to be a representation by the District to the Underwriter as to the statements made therein; and
From the date of this Purchase Contract through the Closing Date, the District will not issue any bonds (other than the Series 2024 Bonds), notes or other obligations payable from the Series 2024 Pledged Revenues.
Closing. At 10:00 a.m. prevailing time on [	], 2024 (the "Closing Date") or at such later time as may be mutually agreed upon by the District and the Underwriter, the District will deliver or cause to be delivered to the Underwriter the Series 2024 Bonds in definitive book-entry-only form, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Series 2024 Bonds as set forth in Section 1 hereof, in federal or other immediately available funds to the order of the District. Delivery of the Series 2024 Bonds as aforesaid shall be made pursuant to the FAST system of delivery of The Depository Trust Company, New York, New York, or at such other place as may be mutually agreed upon by the District and the Underwriter. The Series 2024 Bonds shall be typewritten, shall be prepared and delivered as fully registered bonds in book-entry-only form, with one bond for each maturity, registered in the name of Cede & Co. and shall be made available to the Underwriter at least one
(1) business day before the Closing Date for purposes of inspection and packaging, unless otherwise agreed by the District and the Underwriter.
Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and agreements of the District contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the District of its obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations under this Purchase Contract are conditioned upon the performance by the District of its obligations to be performed

hereunder and under such documents and instruments at or prior to the Closing Date, and are also subject to the following additional conditions:
The representations and warranties of the District contained herein shall be true, complete and correct, on the date hereof and on and as of the Closing Date, as if made on the Closing Date;
At the time of the Closing, the Bond Resolution, the Assessment Resolutions, the Series 2024 Bonds, the Ancillary Agreements and the Financing Documents shall each be in full force and effect in accordance with their respective terms and the Bond Resolution, the Assessment Resolutions, the Indenture and the Limited Offering Memoranda shall not have been supplemented, amended, modified or repealed, except in any such case as may have been agreed to by the Underwriter;
At or prior to the Closing Date, the Underwriter and the District shall have received each of the following:
The Limited Offering Memorandum and each supplement or amendment, if any, thereto, executed on behalf of the District by the Chairperson of the Board or such other authorized member of the Board;
A copy of each of the Bond Resolution and the Assessment Resolutions certified by the Secretary or an Assistant Secretary of the Board under seal as having been duly adopted by the Board of the District and as being in full force and effect;
An executed copy of each of the Financing Documents and the Ancillary Agreements in form acceptable to the District, the Underwriter and its counsel;
The opinion, dated as of the Closing Date and addressed to the District, of Greenberg Traurig, P.A., Bond Counsel, in the form included in the Preliminary Limited Offering Memorandum as APPENDIX B, together with a letter of such counsel, dated as of the Closing Date and addressed to the Underwriter and Trustee, to the effect that the foregoing opinion addressed to the District may be relied upon by the Underwriter and Trustee to the same extent as if such opinion was addressed to them;
The supplemental opinion, dated as of the Closing Date and addressed to the District and the Underwriter, of Greenberg Traurig, P.A., Bond Counsel, in the form annexed as Exhibit C hereto;
The opinion, dated as of the Closing Date and addressed to the District, the Underwriter and the Trustee (in part) of Kilinski | Van Wyk PLLC, counsel to the District, in the form annexed as Exhibit D hereto or in form and substance otherwise acceptable to the Underwriter and its counsel;
The opinion, dated as of the Closing Date and addressed to the District, the Trustee and the Underwriter of Johnson Pope Bokor Ruppel & Burns, LLP, counsel to the Developer, in form and substance acceptable to the District, the Underwriter and its counsel;

An opinion, dated as of the Closing Date and addressed to the Underwriter and the District, of counsel to the Trustee, in form and substance acceptable to Bond Counsel, Underwriter, Underwriter's Counsel, and the District;
A customary authorization and incumbency certificate, dated as of the Closing Date, signed by authorized officers of the Trustee;
Certificate of the Developer dated as of the Closing Date, in the form annexed as Exhibit E hereto, or otherwise in form and substance satisfactory to Bond Counsel, the Underwriter, Underwriter's counsel and the District;
A copy of the Ordinance;
A certificate, dated as of the Closing Date, signed by the Chairperson or Vice-Chairperson and the Secretary or an Assistant Secretary of the Board, setting forth that: (i) each of the representations of the District contained herein was true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continues to be true and accurate in all material respects on the Closing Date as if made on such date; (ii) the District has performed all obligations to be performed hereunder as of the Closing Date; (iii) except as disclosed in the Limited Offering Memoranda, the District has never been in default as to principal or interest with respect to any obligation issued or guaranteed by the District; (iv) the District agrees to take all reasonable action necessary to use the Uniform Method as the means of collecting the Series 2024 Special Assessments, to the extent required by and as described in the Indenture; and (v) the Limited Offering Memorandum (other than the information under the captions "DESCRIPTION OF THE SERIES 2024 BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE DEVELOPER," "TAX MATTERS," "SUITABILITY FOR INVESTMENT," "LITIGATION – The Developer" and
"UNDERWRITING," as to which no view need be expressed) as of its date, and as of the date hereof, does not contain any untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Limited Offering Memoranda is to be used, or which is necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading;
A customary signature and no litigation certificate, dated as of the Closing Date, signed on behalf of the District by the Chairperson or Vice Chairperson and Secretary or an Assistant Secretary of the Board in form and substance acceptable to the Underwriter and Underwriter's Counsel;
Evidence of compliance by the District with the requirements of Section 189.051, Florida Statutes;
Executed copies of the District's certification as to arbitrage and other matters relative to the tax status of the Series 2024 Bonds under Section 148 of the Internal Revenue Code of 1986, as amended, and a copy of the District's Post Issuance Policies and Procedures;
Executed copies of Internal Revenue Service Form 8038-G relating to the Series 2024 Bonds;

A certificate of the District's consulting engineer, dated as of the Closing Date, in the form annexed as Exhibit F hereto or otherwise in form and substance acceptable to the District, the Underwriter and Underwriter's Counsel;
A certificate of the District Manager, Methodology Consultant and Dissemination Agent in the form annexed as Exhibit G hereto or otherwise in form and substance acceptable to the District, the Underwriter and Underwriter's Counsel;
Such additional documents as may be required by the Indenture to be delivered as a condition precedent to the issuance of the Series 2024 Bonds;
Evidence of compliance by the District with the requirements of Section 215.84, Florida Statutes;
A certified copy of the final judgment of the Circuit Court in and for Polk County, Florida (the "County"), validating the Series 2024 Bonds and the certificate of no- appeal;
A copy of the Amended and Restated Engineer's Report of Capital Improvements, dated April 14, 2022, as supplemented by the Supplemental Engineer's Report for Assessment Area Two Bonds, dated November 27, 2024;
A certificate of the District whereby the District has deemed the Preliminary Limited Offering Memorandum final as of its date, except for Permitted Omissions, as contemplated by Rule 15c2-12 in connection with the limited offering of the Series 2024 Bonds;
A copy of the Amended and Restated Master Assessment Allocation Report for Peace Creek Community Development District, dated April 26, 2022, and as supplemented by the [Supplemental Assessment Allocation Report], dated as of the date hereof;
The Declaration of Consent executed and delivered by the Developer and any other entity owning any assessable land in the District as of the Closing Date with respect to all real property owned by such entity(ies) within the District which is subject to the Series 2024 Special Assessments in recordable form and otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel and the District;
Special assessment acknowledgements executed by any holder of a mortgage or other lien on lands within Assessment Area Two within the District, if any, as to the superior lien of the Series 2024 Special Assessments, each in recordable form and each in form and substance acceptable to Underwriter and Underwriter's Counsel;
A certificate of the Dissemination Agent (i) acknowledging its agreement to serve as the initial Dissemination Agent for the District with respect to the Series 2024 Bonds and undertake the obligations of the Dissemination Agent as set forth in the Continuing Disclosure Agreement and (ii) representing that the Dissemination Agent is aware of the continuing disclosure requirements set forth in the Continuing Disclosure Agreement and Rule 15c2-12, (iii) that it has policies and procedures in place to ensure its compliance with its obligations under the Continuing Disclosure Agreement, and (iv)

covenanting to comply with the District's continuing disclosure undertakings entered into pursuant to Rule 15c2-12 at all times in the future; and
Such additional legal opinions, certificates, instruments and other documents as the Underwriter, Underwriter's Counsel, Bond Counsel or counsel to the District may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the District's representations and warranties contained herein and of the statements and information contained in the Limited Offering Memoranda and the due performance or satisfaction by the District and the Developer on or prior to the Closing of all the agreements then to be performed and conditions then to be satisfied by each.
If the District shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2024 Bonds contained in this Purchase Contract (unless waived by the Underwriter in its sole discretion), or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2024 Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the District shall be under any further obligation hereunder, except that the respective obligations of the District and the Underwriter set forth in Section 10 hereof shall continue in full force and effect.
Termination. The Underwriter shall have the right to terminate its obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Series 2024 Bonds by notifying the District of its election to do so if, after the execution hereof and prior to the Closing: (i) legislation shall have been introduced in or enacted by the Congress of the United States or enacted by the State, or legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairperson or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such committee, by any member thereof, or legislation shall have been favorably reported for passage to either House of Congress of the United States by a committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or the State, including the Tax Court of the United States, or a ruling shall have been made or a regulation shall have been proposed or made or a press release or other form of notice shall have been issued by the Treasury Department of the United States, or the Internal Revenue Service or other federal or State authority, with respect to federal or State taxation upon revenues or other income of the general character to be derived by the District or by any similar body, or upon interest on obligations of the general character of the Series 2024 Bonds, which may have the purpose or effect, directly or indirectly, of materially and adversely affecting the tax status of the District, its property or income, its securities (including the Series 2024 Bonds) or the interest thereon, or any tax exemption granted or authorized by the State or, which in the reasonable opinion of the Underwriter, affects materially and adversely the market for the Series 2024 Bonds, or the market price generally of obligations of the general character of the Series 2024 Bonds; (ii) the District or the Developer has, without the prior written consent of the Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, or there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the District, the Developer or the Builder, other than (x) in the ordinary course of its business or (y) mortgages in favor of the Builder given to secure the release of security deposits under the Builder Contract, as described in the Preliminary Limited Offering Memorandum; (iii) any event shall have occurred or shall exist which, in the reasonable opinion of the Underwriter, would or might cause the information contained in the Limited Offering Memorandum, as then supplemented or amended, to contain

any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iv) the District fails to adopt the Assessment Resolutions or fails to perform any action to be performed by it in connection with the levy of the Series 2024 Special Assessments.
Expenses.
The District agrees to pay, and the Underwriter shall not be obligated to pay, any expenses incident to the performance of the District's obligations hereunder, including, but not limited to: (i) the cost of the preparation and distribution of the Indenture; (ii) the cost of the preparation and printing, if applicable, of the Limited Offering Memoranda and any supplements thereto, together with a reasonable number of copies which the Underwriter may request; (iii) the cost of registering the Series 2024 Bonds in the name of Cede & Co., as nominee of DTC, which will act as securities depository for such Bonds; (iv) the fees and disbursements of counsel to the District, the District Manager, the Dissemination Agent, Bond Counsel, Underwriter's Counsel, the District's methodology consultant, the District Engineer, the Trustee, Trustee's Counsel and any other experts or consultants retained by the District; and (v) the cost of recording in the Official Records of the County any Financing Documents, Ancillary Agreements or other documents or certificates that are required to be recorded pursuant to the terms of this Purchase Contract. It is anticipated that such expenses shall be paid from the proceeds of the Series 2024 Bonds. The District shall submit for recording all documents required to be provided in recordable form hereunder within three business days after the Closing Date, which obligation shall survive the Closing.
The Underwriter agrees to pay all advertising expenses in connection with the Series 2024 Bonds, if any.
No Advisory or Fiduciary Role. The District acknowledges and agrees that (i) the purchase and sale of the Series 2024 Bonds pursuant to this Agreement is an arm's-length commercial transaction between the District and the Underwriter, (ii) in connection with such transaction and with the discussions, undertakings and procedures leading up to such transaction, the Underwriter is and has been acting solely as a principal and not as an advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), agent or fiduciary of the District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the District with respect to the limited offering of the Series 2024 Bonds or the discussions, undertakings and procedures leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has provided any services or is currently providing other services to the District on other matters) or any other obligation to the District, and the Underwriter has no obligation to the District with respect to the limited offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the District has consulted its own legal, financial and other advisors to the extent it has deemed appropriate in connection with the offering of the Series 2024 Bonds, (v) the Underwriter has financial and other interests that differ from those of the District, and (vi) the Underwriter has provided to the District prior disclosures under Rule G-17 of the MSRB, which have been received by the District.
Notices. Any notice or other communication to be given to the District under this Purchase Contract may be given by delivering the same in writing to Governmental Management Services – Central Florida, LLC, 219 E. Livingston Street, Orlando, Florida 32801, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to FMSbonds, Inc., 20660 W. Dixie Highway, North Miami Beach, Florida 33180, Attention: Jon Kessler.

Parties in Interest; Survival of Representations. This Purchase Contract is made solely for the benefit of the District and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the District's representations, warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect and survive the closing on the Series 2024 Bonds, regardless of: (i) any investigations made by or on behalf of the Underwriter and (ii) delivery of and payment for the Series 2024 Bonds pursuant to this Purchase Contract.
Effectiveness. This Purchase Contract shall become effective upon the execution by the appropriate officials of the District and shall be valid and enforceable at the time of such acceptance. To the extent of any conflict between the provisions of this Purchase Contract and any prior contract between the parties hereto, the provisions of this Purchase Contract shall govern.
Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof.
Amendment. No modification, alteration or amendment to this Purchase Contract shall be binding upon any party until such modification, alteration or amendment is reduced to writing and executed by all parties hereto.
Governing Law. This Purchase Contract shall be governed and construed in accordance with the laws of the State.
Counterparts; Facsimile. This Purchase Contract may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were signatures upon the same instrument. Facsimile and pdf signatures shall be deemed originals.

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Very truly yours,
FMSBONDS, INC.

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

Accepted and agreed to this
	 day of 	, 2024.

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

By: 	
Adam Morgan,
Chairperson, Board of Supervisors

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

The District is proposing to issue $[	] aggregate amount of the Series 2024 Bonds for the purpose providing funds for (i) the Costs of acquiring and/or constructing all or a portion of the 2024 Project, (ii) funding interest on the Series 2024 Bonds through at least November 1, 2025; (iii) the funding of the Series 2024 Reserve Account in an amount equal to the initial Series 2024 Reserve Requirement, and
(iv) the payment of the costs of issuance of the Series 2024 Bonds.
The debt evidenced by the Series 2024 Bonds is expected to be repaid over a period of approximately [	] ( ) years, [	] (  ) months, and [	] ( ) days. [There shall be no more than thirty (30) principal installments.] At a net interest cost of approximately [	 ]% for the Series 2024 Bonds, total interest paid over the life of the Series 2024 Bonds will be $[	].
The source of repayment for the Series 2024 Bonds are the Series 2024 Special Assessments imposed and collected by the District. Based solely upon the assumptions set forth in the paragraphs above, the issuance of the Series 2024 Bonds will result in approximately $[	] (representing the average annual debt service payments due on the Series 2024 Bonds) of the Series 2024 Special Assessments revenues not being available to the District on an annual basis to finance other services of the District; provided however, that in the event that the Series 2024 Bonds were not issued, the District would not be entitled to impose and collect the Series 2024 Special Assessments in the amount of the principal of and interest to be paid on the Series 2024 Bonds.
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Signature Page to Disclosure and Truth-in-Bonding Statement
Sincerely,

FMSBONDS, INC.

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

SCHEDULE I

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

EXHIBIT B
TERMS OF BONDS
Purchase Price for the Series 2024 Bonds: $[	] (representing the $[		].00 aggregate principal amount of the Series 2024 Bonds, [plus/less net original issue premium/discount of $[	] and] less an underwriter's discount of $[	]).
Principal Amounts, Maturities, Interest Rates, Yields, and Prices:
Series 2024 Bonds

Amount	Maturity Date	Rate	Yield	Price

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

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

Year

Mandatory Sinking Fund Redemption Amount

*

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

Year

Mandatory Sinking Fund Redemption Amount

*

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

Year

Mandatory Sinking Fund Redemption Amount

*

*Maturity

Upon any redemption of Series 2024 Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the District shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2024 Bonds in substantially equal annual installments of principal and interest (subject to

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

EXHIBIT C
BOND COUNSEL'S SUPPLEMENTAL OPINION
[	], 2024
Peace Creek Community Development District City of Winter Haven, Florida
FMSbonds, Inc.
North Miami Beach, Florida
Re: $[	] Peace Creek Community Development District (City of Winter Haven, Florida) Special Assessment Bonds, Series 2024 (Assessment Area Two)
Ladies and Gentlemen:
We have acted as Bond Counsel to the Peace Creek Community Development District (the "District"), a community development district established and existing pursuant to Chapter 190 of the Florida Statutes, as amended (the "Act"), in connection with the issuance by the District of its $[	] original aggregate principal amount of Special Assessment Bonds, Series 2024 (Assessment Area Two) (the "Series 2024 Bonds"). The Series 2024 Bonds are secured pursuant to a Master Trust Indenture, dated as of March 1, 2023 (the "Master Indenture"), as amended and supplemented by a Second Supplemental Trust Indenture, dated as of [December] 1, 2024 (the "Second Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and U.S. Bank Trust Company, National Association, as trustee.
In connection with the rendering of this Opinion, we have reviewed records of the acts taken by the District in connection with the authorization, sale and issuance of the Series 2024 Bonds, were present at various meetings and participated in various discussions in connection therewith and have reviewed such other documents, records and other instruments as we deem necessary to deliver this opinion.
The District has entered into a Bond Purchase Contract dated [	], 2024 (the "Purchase Contract"), for the purchase of the Series 2024 Bonds. Capitalized words used, but not defined, herein shall have the meanings ascribed thereto in the Purchase Contract.
Based upon the forgoing, we are of the opinion that:
The sale of the Series 2024 Bonds by the District is not subject to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption provided in Section 3(a)(2) of the Securities Act.

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

The information in the Limited Offering Memoranda (except for "permitted omissions" as defined in Rule 15c2-12 with respect to the Preliminary Limited Offering Memorandum) under the captions "INTRODUCTION," other than information in the fourth, fifth and eighth paragraphs thereunder, "DESCRIPTION OF THE SERIES 2024 BONDS," "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS," "and "APPENDIX A: COPY OF MASTER INDENTURE AND
PROPOSED FORM OF SECOND SUPPLEMENTAL INDENTURE," insofar as such statements

constitute descriptions of the Series 2024 Bonds and the Indenture, are accurate as to the matters set forth or documents described therein, and the information under the captions "TAX MATTERS" and "AGREEMENT BY THE STATE," insofar as such information purports to describe or summarize certain provisions of the laws of the State of Florida (the "State") and the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), is accurate as to the matters set forth therein.
This letter is furnished by us as Bond Counsel. No attorney-client relationship has existed or exists between our firm and FMSbonds, Inc. (the "Underwriter") in connection with the Series 2024 Bonds or by virtue of this letter. This letter is delivered to the Underwriter solely for its benefit as Underwriter and may not be used, circulated, quoted or otherwise referred to or relied upon by the Underwriter for any other purpose or by any other person other than the addressees hereto. This letter is not intended to, and may not be, relied upon by holders of the Series 2024 Bonds.
Respectfully submitted,

EXHIBIT D
DISTRICT COUNSEL'S OPINION
[	], 2024

Peace Creek Community Development District City of Winter Haven, Florida
FMSbonds, Inc.
North Miami Beach, Florida
U.S. Bank Trust Company, National Association, as Trustee Fort Lauderdale, Florida
(solely for reliance upon Sections C.1., C.2. and C.3.)

Re: Peace Creek Community Development District $[	] Special Assessment Bonds, Series 2024 (Assessment Area Two) (the "Series 2024 Bonds")
Ladies and Gentlemen:

We serve as counsel to the Peace Creek Community Development District ("District"), a local unit of special-purpose government established pursuant to the laws of the State of Florida, in connection with the sale by the District of its $[	] Special Assessment Bonds, Series 2024 (Assessment Area Two) ("2024 Bonds"). This letter is delivered to you pursuant to Section 3.01 of the Master Indenture (defined below), and Section 8(c)(6) of the Bond Purchase Contract (referenced below), and is effective as of the date first written above. Each capitalized term not otherwise defined herein has the meaning given it to it in the Indenture (defined herein).
DOCUMENTS EXAMINED

In rendering the opinions set forth below, we have examined the following documents and have made such examination of law as we have deemed necessary or appropriate:
Ordinance No. O-22-15, enacted by the City Commission of the City of Winter Haven, Florida, effective on February 28, 2022, as amended by Ordinance No. O-22-36 enacted by the City, effective on June 13, 2022 (collectively, the "Ordinance");
Master Trust Indenture, dated as of March 1, 2023 ("Master Indenture"), as supplemented by the Second Supplemental Trust Indenture, dated as of [December] 1, 2024 ("Second Supplemental Trust Indenture," and together with the Master Indenture, the "Indenture"), each by and between the District and U.S. Bank Trust Company, National Association, as trustee ("Trustee");
Resolution Nos. 2022-34 and 2025-[03] (together, "Bond Resolution");
the Amended and Restated Engineer's Report of Capital Improvements, dated April 14, 2022, as supplemented by the Supplemental Engineer's Report for Assessment Area Two Bonds, dated November 27, 2024, which describes the "2024 Project";
Amended and Restated Master Assessment Allocation Report for Peace Creek Community Development District, dated April 26, 2022, and as supplemented by the [Supplemental Assessment Allocation Report] dated [	], 2024; and

Resolution Nos. 2022-41, 2022-44, and 2025-[ ] (collectively, "Assessment Resolutions"), establishing the debt service special assessments ("Debt Assessments") securing the 2024 Bonds;
the Final Judgment issued on June 27, 2022, and by the Circuit Court for the Tenth Judicial Circuit in and for Polk County, Florida in Case No. 53-2002-CA001017000000;
the Preliminary Limited Offering Memorandum dated [	], 2024 ("PLOM") and Limited Offering Memorandum dated [	], 2024 ("LOM");
certain certifications by FMSbonds, Inc. ("Underwriter"), as underwriter to the sale of the 2024 Bonds;
certain certifications of Hunter Engineering, Inc., as "District Engineer," and Governmental Management Services – Central Florida, LLC, as "District Manager and Assessment Consultant";
opinion of Greenberg Traurig, P.A. ("Bond Counsel") in connection with the sale and issuance of the 2024 Bonds;
opinion of Aponte & Associates Law Firm, P.L.L.C. ("Trustee Counsel") issued to the District and the Underwriter in connection with the sale and issuance of the 2024 Bonds;
an opinion of Johnson Pope Bokor Ruppel & Burns, LLP, as counsel to the Developer, issued to the District and the Underwriter in connection with the sale and issuance of the 2024 Bonds;
the following agreements ("Bond Agreements"):
the Continuing Disclosure Agreement dated [	], 2024 and among the District, 653TH, LLC ("Developer") and a dissemination agent;
the Bond Purchase Contract ("BPC") between Underwriter and the District, dated [	], 2024;
the Agreement by and between the District and the Developer Regarding the Acquisition of Certain Work Product, Improvements and Real Property (Assessment Area Two, Series 2024 Bonds), dated [	], 2024;
the Agreement by and between the District and the Developer Regarding the Completion of District Improvements, dated [	], 2024;
the Agreement by and between the District and the Developer Regarding the True-Up and Payment of Assessments, dated [	], 2024;
the Collateral Assignment and Assumption of Development Rights between the District and the Developer, dated [	], 2024; and
a Declaration of Consent executed by the Developer; and
such other documents as we have deemed necessary or appropriate in rendering the opinions set forth below.
We have also attended various meetings of the District and have participated in conferences from time to time with representatives of the District, the District Engineer, the District Manager and Assessment Consultant, the Underwriter, Bond Counsel, counsel to the Underwriter, the Developer, counsel to the Developer, and others relative to the LOM and the related documents described herein.
RELIANCE
This opinion is solely for the benefit of (i) the District; (ii) the Underwriter; and (iii) the Trustee; however, the Trustee may only rely on this opinion for the limited purposes of the opinions stated in Sections C.1, C.2 and C.3. Notwithstanding the foregoing, no attorney-client relationship has existed or exists between the undersigned and the Underwriter or Trustee in connection with the 2024 Bonds by virtue of this opinion. This opinion may not be relied on by any other party or for any other purpose without our prior written consent. That said, this opinion may be relied upon by Greenberg Traurig P.A., serving as bond counsel to the District, for the limited purposes of the following opinions: (1) that under the Florida

Constitution and laws of the State, the District has been duly established and validly exists as a local unit of special purpose government, and (2) that each member of the Board has taken and subscribed to the oath of affirmation required by the laws of the State of Florida.
OPINIONS
Based on the foregoing, and subject to the qualifications and assumptions set forth herein, we are of the opinion that:

Authority – Under the Florida Constitution and laws of the State, the District has been duly established and validly exists as a local unit of special purpose government and a community development district under Chapter 190, Florida Statutes ("Act"), with such powers as set forth in the Act, and with good, right and lawful authority: (a) to enter into and to consummate the transactions contemplated by the Bond Resolution, the Assessment Resolution, the Indenture, the 2024 Bonds and the Bond Agreements; (b) to issue the 2024 Bonds for the purposes for which they are issued; (c) to impose, levy, collect and enforce the Debt Assessments and pledge the Series 2024 Pledged Revenues to secure the 2024 Bonds as provided in the Indenture; (d) to adopt the Bond Resolution and the Assessment Resolution; and (e) to perform its obligations under the terms and conditions of the Bond Resolution, the Assessment Resolution, the Bond Agreements, the 2024 Bonds and the Indenture.
Assessments – The proceedings by the District with respect to the Debt Assessments have been in accordance with Florida law. The District has taken all action necessary to adopt and execute the Assessment Resolution and to levy and impose the Debt Assessments, as set forth in the Assessment Resolution, Assessment Methodology, and/or other applicable documents. The Debt Assessments constitute legal, valid, binding and enforceable first liens upon the property against which such Debt 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.
Agreements – The (a) Bond Resolution, (b) 2024 Bonds, (c) Indenture, and (d) Bond Agreements (assuming due authorization, execution and delivery of documents (b) – (d) listed herein by any parties thereto other than the District) have been duly and validly authorized, executed and delivered by the District, have been duly approved and adopted and/or issued by the District, are in full force and effect, constitute legal, valid and binding obligations of the District, and are enforceable against the District in accordance with their respective terms. All conditions prescribed in the Indenture as precedent to the issuance of the 2024 Bonds have been fulfilled.
Validation – The 2024 Bonds have been validated by a final judgment of the Circuit Court in and for Polk County, Florida, of which no timely appeal was filed.
Governmental Approvals – As of the date hereof, all necessary consents, approvals, waivers or other actions by or filings with any governmental authority or other entity that are required for:
(a) the adoption of the Bond Resolution and the Assessment Resolution; (b) the issuance, sale, execution and delivery of the 2024 Bonds upon the terms set forth in the BPC, PLOM, and LOM; (c) the execution and delivery of the Indenture and Bond Agreements; and (d) the performance by the District of the transactions required hereby, have been duly obtained or made and are in full force and effect.
PLOM and LOM – The District has duly authorized the execution, delivery and distribution by the Underwriter of the PLOM and LOM. To our knowledge, and based upon our review of the PLOM and LOM and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the PLOM and LOM, and as of the date of their respective issuances, and with respect to the PLOM, the date of the BPC, and with respect to the LOM, the

date hereof, nothing has come to our attention which would lead us to believe that the PLOM and LOM contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, provided however that the opinions stated herein extend only to the following provisions of the PLOM and LOM: "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS – Prepayment
of Series 2024 Special Assessments," "ENFORCEMENT OF ASSESSMENT COLLECTIONS," "THE DISTRICT" (excluding the subcaptions "District Manager and Other Consultants"), "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS," "THE DEVELOPMENT –
Developer Agreements" (solely as to the description of the agreements), "AGREEMENT BY THE STATE," "LEGALITY FOR INVESTMENT," "LITIGATION – The District," "CONTINUING
DISCLOSURE" (as it relates to the District only), "VALIDATION," and "AUTHORIZATION AND APPROVAL," and further provided however that the opinions stated herein do not extend to any statements that constitute descriptions of the 2024 Bonds or the Indenture. No information or opinion is offered as to any remaining provisions of the PLOM or LOM.
Litigation – Based on inquiry of the District's Registered Agent and the fact that they have not been served with notice, there is no litigation pending or, to the best of our knowledge, threatened against the District: (a) seeking to restrain or enjoin the issuance or delivery of the 2024 Bonds or the application of the proceeds thereof, or the imposition, levy or collection of the Debt Assessments or the Pledged Revenues pledged for the payment of the debt service on the 2024 Bonds; (b) contesting or affecting the authority for the Debt Assessments, the authority for the issuance of the 2024 Bonds or the validity or enforceability of the 2024 Bonds, the Indenture, the Bond Agreements or the transactions contemplated thereunder; (c) contesting or affecting the establishment or existence of the District or any of its Supervisors, officers or employees, its assets, property or condition, financial or otherwise, or contesting or affecting any of the powers of the District, including its power to enter into the Indenture or the Bond Agreements, or its power to determine, assess, levy, collect and pledge the Debt Assessments for the payment of the debt service on the 2024 Bonds; or (d) specifically contesting the exclusion from federal gross income of interest on the 2024 Bonds.
Compliance with Laws – To the best of our knowledge, the District is not, in any manner material to the issuance of the 2024 Bonds or the Debt Assessments, in breach of or default under any applicable provision of the Act or constitutional provision, statute, or administrative regulation of the State of Florida, or any applicable judgment or decree, any loan agreement, indenture, bond, note, resolution, agreement (including the Bond Agreements and Indenture), 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 or securities laws.
Authority to Undertake the 2024 Project - The District has good right and lawful authority under the Act to undertake, finance, acquire, construct, own, and operate the 2024 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.
CERTAIN ASSUMPTIONS
In rendering the foregoing opinions, we have assumed the following: (1) that all public records, certifications, agreements and other documents examined by us that have been executed or certified by public officials acting within the scope of their official capacities are authentic, truthful and accurate; (2) that copies of such public records, certifications, agreements, and other documents furnished to us are

authentic and conform to the originals; (3) that all signatures on executed public records, certifications, agreements and other documents are genuine; and (4) that all public records, certifications, agreements and other documents have been properly authorized and are binding on each of the other parties thereto. Such assumptions do not apply to District documents.

CERTAIN QUALIFICATIONS
The foregoing opinions are subject to the following qualifications:
The opinions or statements expressed above are based solely on the laws of Florida in effect at the time of issuance of the 2024 Bonds. Accordingly, we express no opinion nor make any statement regarding the effect or application of the laws of the federal government (including but not limited to the Internal Revenue Code or any proposed changes thereto), or any other state or other jurisdiction.
Our opinion as to enforceability of any document is subject to limitations imposed by bankruptcy, insolvency, reorganization, moratorium, liquidation, readjustment of debt, or similar laws, relating to or affecting creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to the exercise of judicial discretion in appropriate cases, including the fact that specific performance and other equitable remedies are granted only in the discretion of a court.

Nothing herein shall be construed as an opinion regarding the possible applicability of state securities or "blue sky" laws or federal securities laws, as to which no opinion is expressed.
We further express no opinion as to the necessity for an interest rate waiver under Florida law, or the applicability of any provision or section of the Internal Revenue Code.

We express no opinion and make no representations with regard to financial, project, statistical or other similar information or data. We express no opinion as to compliance with any state or federal tax laws.

We have not reviewed, and therefore express no opinion, regarding any land use, real property or other related items, including but not limited to whether the Developer is able to convey good and marketable title to any particular real property or interest therein and related to the Project.

With respect to any of the opinions set forth in this letter which are based on or qualified by the phrase "to our knowledge," the words "to our knowledge" signify that, in the course of our representation of the District, no facts have come to our attention that would give us actual knowledge that any such opinions or other matters are not accurate. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any such facts, and no inference as to our knowledge of the existence of such facts should be drawn from the fact of our representation of District.

The opinions set forth herein are based on factual representations made to us as of the date hereof. We assume no duty to update or supplement our opinions to reflect any facts or circumstances that may thereafter come to our attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, our opinions are not a guarantee of a particular result, and are not binding on the courts or any other entity; rather, our opinions represent our professional judgment based on our review of existing law, and in reliance on the representations and covenants that we deem relevant to such opinions.
Very truly yours,

KILINSKI | VAN WYK PLLC

EXHIBIT E
CERTIFICATE OF DEVELOPER

653TH, LLC, a Florida limited liability company (the "Developer"), DOES HEREBY CERTIFY,
that:
This Certificate of Developer is furnished pursuant to Section 8(c)(10) of the Bond Purchase Contract dated [		], 2024 (the "Purchase Contract") between Peace Creek Community Development District (the "District") and FMSbonds, Inc. (the "Underwriter") relating to the sale by the District of its $[		] original aggregate principal amount of Special Assessment Bonds, Series 2024 (Assessment Area Two) (the "Series 2024 Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract.
The Developer is a limited liability company organized and existing under the laws of the State of Florida.
Representatives of the Developer have provided information to Peace Creek Community Development District (the "District") to be used in connection with the offering by the District of its Bonds, pursuant to a Preliminary Limited Offering Memorandum dated [	], 2024 and the Limited Offering Memorandum, dated [	], 2024, including the appendices attached thereto (collectively, the "Limited Offering Memoranda").
The Declaration of Consent to the Jurisdiction of District and to Imposition of Special Assessments executed by the Developer, dated as of [	], 2024 (the "Closing Date"), the Agreement by and between the District and the Developer Regarding the Completion of District Improvements dated as of the Closing Date, the Agreement by and between the District and the Developer Regarding the Acquisition of Certain Work Product, Improvements and Real Property (Assessment Area Two, Series 2024 Bonds) dated as of the Closing Date, the Collateral Assignment and Assumption of Development Rights by and between the District and the Developer dated as of the Closing Date, the Agreement by and between the District and the Developer Regarding the True-Up and Payment of Assessments dated as of the Closing Date, and the Continuing Disclosure Agreement dated as of the Closing Date by and between the District, the Developer and a dissemination agent, each constitute valid and binding obligations of the Developer enforceable against the Developer in accordance with their respective terms.
The Developer has reviewed and approved the information contained in the Limited Offering Memoranda under the captions "THE CAPITAL IMPROVEMENT PLAN AND THE 2024 PROJECT," "THE DEVELOPMENT," "THE DEVELOPER," "BONDOWNERS' RISKS" (as it relates to
the Developer and the Development), "LITIGATION – The Developer" and "CONTINUING DISCLOSURE" (as it relates to the Developer) and warrants and represents that such information did not as of their respective dates, and does not as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Developer is not aware of any other information in the Limited Offering Memoranda that contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
The Developer represents and warrants that it has complied with and will continue to comply with Sections 190.009 and 190.048, Florida Statutes, as amended.

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

complete the 2024 Project and the development of Assessment Area Two as described in the Offering Memoranda will not be obtained as required.
The Developer acknowledges that upon its irrevocable waiver, it will have no rights under Chapter 170, Florida Statutes, as amended, to prepay without interest the Series 2024 Special Assessments imposed on the lands in the District owned by the Developer within thirty (30) days following completion of the 2024 Project and acceptance thereof by the District.

The Developer [has /has not] entered into prior continuing disclosure obligations in connection with SEC Rule 15c2-12, and the information presented in the Limited Offering Memoranda under the heading "CONTINUING DISCLOSURE" (at it relates to the Developer only) accurately reflects the continuing disclosure history of the Developer.
The Developer is not in default of any obligations to pay special assessments and the Developer is not insolvent.
Dated: [	], 2024.
653TH, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

EXHIBIT F

CERTIFICATE OF ENGINEER

HUNTER ENGINEERING, INC. (the "Engineers"), DOES HEREBY CERTIFY, that:
	This certificate is furnished pursuant to Section 8(c)(17) of the Bond Purchase Contract dated [			], 2024 (the "Purchase Contract"), by and between Peace Creek Community Development District (the "District") and FMSbonds, Inc. with respect to the $[	] Peace Creek Community Development District Special Assessment Bonds, Series 2024 (the "Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or the Preliminary Limited Offering Memorandum dated [	], 2024 and the Limited Offering Memorandum, dated [	], 2024, including the appendices attached thereto, relating to the Bonds (collectively, the "Limited Offering Memoranda"), as applicable.
The Engineers have been retained by the District to act as consulting engineers.
The plans and specifications for the improvements constituting the District's Capital Improvement Plan and the 2024 Project (as described in the Limited Offering Memoranda) were approved by all regulatory bodies required to approve them. All environmental and other regulatory permits or approvals required in connection with the construction of the District's Capital Improvement Plan and the 2024 Project were obtained or are expected to be obtained in the ordinary course.
The Engineers prepared the report entitled Amended and Restated Engineer's Report of Capital Improvements, dated April 14, 2022, as supplemented by the Supplemental Engineer's Report for Assessment Area Two Bonds, dated November 27, 2024 (collectively, the "Report"). The Report was prepared in accordance with generally accepted engineering principles. The Report is included as "APPENDIX C: ENGINEER'S REPORT" to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and a description of the Report and certain other information relating to the 2024 Project are included in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions "THE CAPITAL IMPROVEMENT PLAN AND THE 2024 PROJECT" and "THE DEVELOPMENT." The Report and said information are true and complete in all material respects, contain no untrue statement of a material fact, and do not omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The Engineers hereby consent to the inclusion of the Report as "APPENDIX C: ENGINEER'S REPORT" to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and to the references to the Engineers in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum.
The improvements constituting the District's Capital Improvement Plan and 2024 Project are or will be, as applicable, constructed in sound workmanlike manner and in accordance with industry standards, and said Capital Improvement Plan and 2024 Project are feasible.
The price being paid by the District to the Developer for acquisition of the improvements included within the 2024 Project does not exceed the lesser of the cost of the 2024 Project or the fair market value of the assets acquired by the District.

The 2024 Project, as described in the Report, functions as a system of improvements providing sufficient benefit to the District Lands to support the levy of the Series 2024 Special Assessments.
To the best of our knowledge, after due inquiry, the Developer is in compliance in all material respects with all provisions of applicable law in all material matters relating to the Developer and the Development as described in the Limited Offering Memoranda. Except as otherwise described in the Limited Offering Memoranda, (a) all government permits required in connection with the construction of the 2024 Project and the development of Assessment Area Two as described in the Limited Offering Memoranda have been received, or are reasonably expected to be obtained in due course; (b) we are not aware of any default of any zoning condition, land use permit or development agreement which would adversely affect the ability to complete construction of the 2024 Project or development of Assessment Area Two as described in the Limited Offering Memoranda and all appendices thereto; and (c) we have no actual knowledge and are not otherwise aware of any reason to believe that any permits, consents and licenses required to complete the 2024 Project or the development of Assessment Area Two as described in the Limited Offering Memoranda and all appendices thereto will not be obtained in due course as required by the Developer.
There is adequate water and sewer service capacity to serve the Development within the
District.
Date: [	], 2024
HUNTER ENGINEERING, INC.

By: 	 Print Name:	 Title:	 

EXHIBIT G
CERTIFICATE OF DISTRICT MANAGER, METHODOLOGY CONSULTANT AND DISSEMINATION AGENT
GOVERNMENTAL MANAGEMENT SERVICES – CENTRAL FLORIDA, LLC ("GMS"), DOES HEREBY CERTIFY:
This certificate is furnished pursuant to Sections 8(c)(18) and (27) of the Bond Purchase Contract dated [	], 2024 (the "Purchase Contract"), by and between Peace Creek Community Development District (the "District") and FMSbonds, Inc. with respect to the $[	] Peace Creek Community Development District Special Assessment Bonds, Series 2024 (the "Series 2024 Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or the Limited Offering Memoranda relating to the Series 2024 Bonds, as applicable.
GMS has acted as district manager and methodology consultant to the District in connection with the sale and issuance by the District of its Series 2024 Bonds and has participated in the preparation of the Preliminary Limited Offering Memorandum dated [	], 2024 and the Limited Offering Memorandum, dated [	], 2024, including the appendices attached thereto (collectively, the "Limited Offering Memoranda").
In connection with the issuance of the Series 2024 Bonds, we have been retained by the District to prepare the Amended and Restated Master Assessment Allocation Report for Peace Creek Community Development District, dated April 26, 2022 (the "Master Methodology"), and as supplemented by the [Supplemental Assessment Allocation Report], dated [	], 2024 (collectively, the "Assessment Methodology"), which Assessment Methodology has been included as an appendix to the Limited Offering Memoranda. We hereby consent to the use of such Assessment Methodology in the Limited Offering Memoranda and consent to the references to us therein.
As District Manager, nothing has come to our attention that would lead us to believe that the Limited Offering Memoranda, as they relate to the District, the 2024 Project, or any information provided by us, and the Assessment Methodology, as of their respective dates and as of this date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The information set forth in the Limited Offering Memoranda under the captions "THE DISTRICT," "THE CAPITAL IMPROVEMENT PLAN AND THE 2024 PROJECT," "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS," "LITIGATION – The District," "CONTINGENT FEES," "EXPERTS," "FINANCIAL INFORMATION," "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS," "CONTINUING DISCLOSURE," and in "APPENDIX D: ASSESSMENT METHODOLOGY" and "APPENDIX E: DISTRICT'S FINANCIAL STATEMENTS"
did not as of the respective dates of the Limited Offering Memoranda and does not as of the date hereof contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
To the best of our knowledge, there has been no change which would materially adversely affect the assumptions made or the conclusions reached in the Assessment Methodology and the considerations and assumptions used in compiling the Assessment Methodology are reasonable. The Assessment Methodology and the assessment methodology set forth therein were prepared in accordance with all applicable provisions of Florida law.

As District Manager for the District, we are not aware of any litigation pending or, to the best of our knowledge, threatened against the District restraining or enjoining the issuance, sale, execution or delivery of the Series 2024 Bonds, or in any way contesting or affecting the validity of the Series 2024 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the Series 2024 Bonds, or the existence or powers of the District.
The Series 2024 Special Assessments, as initially levied, and as may be reallocated from time to time in a report prepared by GMS as permitted by the District's applicable assessment resolutions and the Assessment Methodology, are supported by sufficient benefit from the 2024 Project, are fairly and reasonably allocated across the benefitted lands within Assessment Area Two, and are sufficient to enable the District to pay the debt service on the Series 2024 Bonds through the final maturities thereof.
	Governmental Management Services – Central Florida, LLC hereby acknowledges its agreement to serve as the Dissemination Agent for the District for the Series 2024 Bonds and undertake the obligations of the Dissemination Agent as set forth in the Continuing Disclosure Agreement dated [	], 2024 (the "Disclosure Agreement") by and among the District, 653TH, LLC, and Governmental Management Services – Central Florida, LLC, as Dissemination Agent, and acknowledged by Governmental Management Services – Central Florida, LLC, as District Manager, and U.S. Bank Trust Company, National Association, as trustee. Governmental Management Services – Central Florida, LLC hereby represents that it is aware of the continuing disclosure requirements set forth in the Disclosure Agreement and Rule 15c2-12 promulgated under the Securities Act of 1933, as amended, that it has policies and procedures in place to ensure its compliance with its obligations under the Disclosure Agreement, and that it will comply with its obligations under the Disclosure Agreement.
Dated: [	], 2024.

GOVERNMENTAL MANAGEMENT SERVICES – CENTRAL FLORIDA, LLC, a
Florida corporation

By: 	 Name: 	 Title: 	

EXHIBIT B
DRAFT COPY OF PRELIMINARY LIMITED OFFERING MEMORANDUM

B-1

DRAFT-1
GrayRobinson, P.A. November 27, 2024

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

PRELIMINARY LIMITED OFFERING MEMORANDUM DATED [	], 2024

NEW ISSUES - BOOK-ENTRY ONLY
LIMITED OFFERING	NOT RATED

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

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT (CITY OF WINTER HAVEN, FLORIDA)

$[2,460,000]*
Special Assessment Bonds, Series 2024 (Assessment Area Two)
Dated: Date of Delivery	Due: As shown below.
The Peace Creek Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Two) (the "Series 2024 Bonds") are being issued by the Peace Creek Community Development District (the "District" or "Issuer") only in fully registered form, without coupons, in denominations of $5,000 and any integral multiple thereof.
The District is a local unit of special purpose government of the State of Florida, created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and by Ordinance No. O-22-15 adopted by the City Commission of the City of Winter Haven, Florida (the "City"), effective on February 28, 2022, as amended by Ordinance No. O-22-36 adopted by the City, effective on June 13, 2022 (collectively, the "Ordinance"). The District was created for the purpose of delivering certain community development services and facilities for the benefit of District Lands (as hereinafter defined), and has previously determined to undertake in one or more stages, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of certain District Lands.
The Series 2024 Bonds will bear interest at the fixed rates set forth on the inside cover, calculated on the basis of a 360-day year comprised of twelve 30-day months, payable semi-annually on each May 1 and November 1, commencing May 1, 2025. The Series 2024 Bonds, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company ("DTC"). Purchases of beneficial interests in the Series 2024 Bonds will be made only in book-entry form. Accordingly, principal of and interest on the Series 2024 Bonds will be paid from sources described below by U.S. Bank Trust Company, National Association, as trustee (the "Trustee") directly to Cede & Co. as the registered owner thereof. Disbursements of such payments to the Direct Participants (as hereinafter defined) is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of the Direct Participants and the Indirect Participants (as hereinafter defined), as more fully described herein. Any purchaser of a beneficial interest in a Series 2024 Bond must maintain an account with a broker or dealer who is, or acts through, a Direct Participant to receive payment of the principal of and interest on such Series 2024 Bond. See "DESCRIPTION OF THE SERIES 2024 BONDS – Book-Entry Only System" herein.
The Series 2024 Bonds are being issued by the District pursuant to the Act, Resolution No. 2022-34, adopted by the Board of Supervisors of the District (the "Board") on March 29, 2022 and Resolution No. 2025-[03], adopted by the Board on [December 10], 2024, and a Master Trust Indenture dated as of March 1, 2023 (the "Master Indenture"), as supplemented with respect to the Series 2024 Bonds by a Second Supplemental Trust Indenture dated as of [December] 1, 2024 (the "Second Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and the Trustee. Capitalized terms not defined herein shall have the meanings assigned to them in the Indenture. See "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORM OF SECOND SUPPLEMENTAL INDENTURE" herein.

Proceeds of the Series 2024 Bonds will be used to provide funds for (i) the Costs of acquiring and/or constructing all or a portion of the 2024 Project, (ii) funding interest on the Series 2024 Bonds through at least November 1, 2025; (iii) the funding of the Series 2024 Reserve Account in an amount equal to the initial Series 2024 Reserve Requirement, and (iv) the payment of the costs of issuance of the Series 2024 Bonds. See "PURPOSE OF THE SERIES 2024 BONDS" and "ESTIMATED SOURCES AND USES OF FUNDS" herein.
The Series 2024 Bonds will be secured by a pledge of the Series 2024 Pledged Revenues. "Series 2024 Pledged Revenues" shall mean
all revenues received by the District from the Series 2024 Special Assessments levied and collected on the assessable lands within Assessment Area Two within the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2024 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2024 Special Assessments, and
all moneys on deposit in the Funds, Accounts and subaccounts established under the Second Supplemental Indenture created and established with respect to or for the benefit of the Series 2024 Bonds; provided, however, that Series 2024 Pledged Revenues shall not include (A) any moneys transferred to the Series 2024 Rebate Fund established thereunder and investment earnings thereon, (B) moneys on deposit in the Series 2024 Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the District under Section

190.022 of the Act for maintenance purposes or "maintenance assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Second Supplemental Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso). See "SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2024 BONDS" herein.
The Series 2024 Bonds are subject to optional, mandatory sinking fund and extraordinary mandatory redemption at the times, in the amounts and at the redemption prices as more fully described herein. See "DESCRIPTION OF THE SERIES 2024 BONDS – Redemption Provisions" herein.
THE SERIES 2024 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE SERIES 2024 PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE, AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE CITY, PASCO COUNTY, FLORIDA (THE "COUNTY"), THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2024 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, THE SERIES 2024 SPECIAL ASSESSMENTS TO SECURE AND PAY THE SERIES 2024 BONDS. THE SERIES 2024 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE CITY, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.
The Series 2024 Bonds involve a degree of risk (see "BONDOWNERS' RISKS" herein) and are not suitable for all investors (see "SUITABILITY FOR INVESTMENT" herein). The Underwriter named below is limiting this offering to "accredited investors" within the meaning of Chapter 517, Florida Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder. The limitation of the initial offering to accredited investors does not denote restrictions on transfers in any secondary market for the Series 2024 Bonds. The Series 2024 Bonds are not credit enhanced or rated and no application has been made for a rating with respect to the Series 2024 Bonds.
This cover page contains information for quick reference only. It is not a summary of the Series 2024 Bonds. Investors must read the entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision.
MATURITY SCHEDULE

$	 – 	% Series 2024 Term Bond due May 1, 20  , Yield 	%, Price 	 CUSIP # 	**
$	 – 	% Series 2024 Term Bond due May 1, 20  , Yield 	%, Price 	 CUSIP # 	**
$	 – 	% Series 2024 Term Bond due May 1, 20  , Yield 	%, Price 	 CUSIP # 	**

The initial sale of the Series 2024 Bonds is subject to certain conditions precedent, including, without limitation, receipt of the opinions of Greenberg Traurig, P.A., West Palm Beach, Florida, Bond Counsel, as to the validity of the Series 2024 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the District by its counsel, Kilinski | Van Wyk PLLC, Tallahassee, Florida, for the Developer (as hereinafter defined) by its counsel, Johnson Pope Bokor Ruppel & Burns, LLP, Tampa, Florida, and for the Underwriter by its counsel, GrayRobinson, P.A., Tampa, Florida. It is expected that the Series 2024 Bonds will be delivered in book-entry form through the facilities of DTC on or about 	, 2024.

FMSbonds, Inc.

Dated: 	, 2024

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

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS
Adam Morgan,* Chairman Rob Bonin,* Vice Chairman
Steve Greene,* Assistant Secretary Carrie Dazzo,* Assistant Secretary Kayla Word,* Assistant Secretary
* Employee of, or affiliated with, a homebuilder within the District

DISTRICT MANAGER/METHODOLOGY CONSULTANT
Governmental Management Services – Central Florida, LLC Orlando, Florida

DISTRICT COUNSEL

Kilinski | Van Wyk PLLC Tallahassee, Florida
BOND COUNSEL

Greenberg Traurig, P.A. West Palm Beach, Florida

DISTRICT ENGINEER

Hunter Engineering, Inc. Winter Haven, Florida

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

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

TABLE OF CONTENTS
PAGE
INTRODUCTION	1
PURPOSE OF THE SERIES 2024 BONDS	2
DESCRIPTION OF THE SERIES 2024 BONDS	3
General Description	3
Redemption Provisions	4
Purchase of Bonds	6
Book-Entry Only System	7
SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2024 BONDS	9
General	9
Prepayment of Series 2024 Special Assessments	10
Covenant Against Sale or Encumbrance	11
Additional Bonds	11
Acquisition and Construction Account	11
Reserve Account	12
Deposit and Application of the Pledged Revenues	14
Investments	15
Master Indenture Provisions Relating to Bankruptcy of Developer or Other Obligated Person	16
Events of Default and Remedies	17
ENFORCEMENT OF ASSESSMENT COLLECTIONS	19
General	19
Direct Billing & Foreclosure Procedure	20
Uniform Method Procedure	21
BONDOWNERS' RISKS	23
Concentration of Land Ownership	24
Bankruptcy and Related Risks	24
Series 2024 Special Assessments Are Non-Recourse	24
Regulatory and Environmental Risks	25
Economic Conditions and Changes in Development Plans	26
Other Taxes and Assessments	26
Limited Secondary Market for Series 2024 Bonds	26
Inadequacy of Series 2024 Reserve Account	27
Legal Delays	27
IRS Examination and Audit Risk	27
Loss of Exemption from Securities Registration	29
Federal Tax Reform	29
State Tax Reform	30
Insufficient Resources or Other Factors Causing Failure to Complete Development	30
Pandemics and Other Public Health Emergencies	30
Cybersecurity	31
Prepayment and Redemption Risk	31
Payment of Series 2024 Special Assessments after Bank Foreclosure	31
ESTIMATED SOURCES AND USES OF FUNDS	32
DEBT SERVICE REQUIREMENTS	33
THE DISTRICT	34

General Information	34
Legal Powers and Authority	34
Board of Supervisors	35
The District Manager and Other Consultants	36
Outstanding Bond Indebtedness	36
THE CAPITAL IMPROVEMENT PLAN AND THE 2024 PROJECT	37
ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS	39
THE DEVELOPMENT	40
General	40
Update on Assessment Area One	41
Land Acquisition and Finance Plan	41
Development Plan and Status	42
The Builder and Builder Contract	42
Residential Product Offerings	43
Development Approvals	43
Environmental	43
Amenities	43
Utilities	43
Taxes, Fees and Assessments	44
Education	44
Competition	44
Developer Agreements	45
THE DEVELOPER	45
TAX MATTERS	46
General	46
Original Issue Discount and Premium	47
Changes in Federal and State Tax Law	48
Information Reporting and Backup Withholding	48
AGREEMENT BY THE STATE	48
LEGALITY FOR INVESTMENT	48
SUITABILITY FOR INVESTMENT	49
ENFORCEABILITY OF REMEDIES	49
LITIGATION	49
The District	49
The Developer	49
CONTINGENT FEES	49
NO RATING	50
EXPERTS	50
FINANCIAL INFORMATION	50
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	50
CONTINUING DISCLOSURE	51
UNDERWRITING	51

VALIDATION	51
LEGAL MATTERS	52
MISCELLANEOUS	53
AUTHORIZATION AND APPROVAL	54

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

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT (POLK COUNTY, FLORIDA)

$[2,460,000]*
Special Assessment Bonds, Series 2024 (Assessment Area Two)

INTRODUCTION
The purpose of this Limited Offering Memorandum is to set forth certain information in connection with the offering for sale by the Peace Creek Community Development District (the "District" or "Issuer") of its $[2,460,000]* Special Assessment Bonds, Series 2024 (Assessment Area Two) (the "Series 2024 Bonds").
THE SERIES 2024 BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL INVESTORS. PURSUANT TO APPLICABLE STATE LAW, THE UNDERWRITER IS LIMITING THIS INITIAL OFFERING OF THE SERIES 2024 BONDS TO ONLY ACCREDITED INVESTORS WITHIN THE MEANING OF CHAPTER 517, FLORIDA STATUTES, AND THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES. THE LIMITATION OF THE INITIAL OFFERING TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFERS IN ANY SECONDARY MARKET FOR THE SERIES 2024 BONDS. POTENTIAL INVESTORS ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SERIES 2024 BONDS. SEE "BONDOWNERS' RISKS" AND "SUITABILITY FOR INVESTMENT" HEREIN.
The District was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and Ordinance No. O-22-15 adopted by the City Commission of the City of Winter Haven, Florida (the "City"), effective on February 28, 2022, as amended by Ordinance No. O-22-36 adopted by the City, effective on June 13, 2022 (collectively, the "Ordinance"). The District was created for the purpose of delivering certain community development services and facilities for the benefit of District Lands (as hereinafter defined) and has previously determined to undertake, in one or more stages, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of the District Lands. The Act authorizes the District to issue bonds for the purposes of, among others, financing, funding, planning, establishing, acquiring, constructing or reconstructing, enlarging or extending, or equipping water management, water supply, sewer and wastewater management, bridges or culverts, public roads, street lights and other basic infrastructure projects within or without the boundaries of the District as provided in the Act.
The boundaries of the District include approximately 168.55 gross acres of land (the "District Lands") located within the southeastern portion of the incorporated City of Winter Haven, in Polk County, Florida (the "County"), along the east side of County Road 653, approximately 2.65 miles south of Eloise Loop Road. The District Lands are being developed as a residential community to be known as "Peace Creek Reserve" (the "Development"). The Development is currently planned for a total of approximately 673 single-family residential units. See "THE DEVELOPMENT" herein.
Two Assessment Areas have been created within the District to facilitate the District's development and financing plans. "Assessment Area One" contains 553 platted lots, which are planned to contain single- family detached homes at buildout. "Assessment Area Two" contains approximately 14 acres of land, which

* Preliminary, subject to change.

are planned to contain 120 townhome units at buildout. The District previously issued its Series 2023 Bonds (as defined herein) to fund a portion of its Capital Improvement Plan associated with Assessment Area One (herein, the "2023 Project"). Lennar Homes, LLC, is serving as the developer and homebuilder for Assessment Area One. See "THE DISTRICT – Outstanding Bond Indebtedness" and "THE DEVELOPMENT – Update on Assessment Area One" herein for more information.
The Series 2024 Bonds are being issued to finance a portion of the District's Capital Improvement Plan associated with Assessment Area Two (as further defined herein, the "2024 Project"). The Series 2024 Bonds will be secured by the Series 2024 Special Assessments (as defined herein), which will initially be levied on approximately 14 acres of land within Assessment Area Two. As lots are platted, the Series 2024 Special Assessments will be assigned to the 120 townhome lots planned for Assessment Area Two on a first platted, first assigned basis as set forth in the Assessment Methodology (as defined herein). See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein.
653TH LLC, a Florida limited liability company (the "Developer"), is the sole landowner and developer within Assessment Area Two. The Developer has entered into a contract with D.R. Horton, Inc., a Delaware corporation ("Horton" or the "Builder") for the sale of all 120 townhome lots planned for Assessment Area Two to be delivered in two takedowns upon development completion (the "Builder Contract"). See "THE DEVELOPER" and " – The Builder Contract and the Builder" herein for more information on the Developer, D.R. Horton and the Builder Contract.
The Series 2024 Bonds are being issued by the District pursuant to the Act, Resolution Nos. 2022- 34 and 2025-[03], adopted by the Board of Supervisors of the District (the "Board") on March 29, 2022 and [December 10], 2024, respectively, and a Master Trust Indenture dated as of March 1, 2023 (the "Master Indenture"), as supplemented with respect to the Series 2024 Bonds by a Second Supplemental Trust Indenture dated as of [December] 1, 2024 (the "Second Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Capitalized terms not defined herein shall have the meanings assigned to them in the Indenture. See "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORM OF SECOND SUPPLEMENTAL INDENTURE" herein.
The Series 2024 Bonds will be secured by a pledge of the Series 2024 Pledged Revenues (as defined herein), which consist primarily of the revenues received by the District from the Series 2024 Special Assessments levied and collected on the assessable lands within Assessment Area Two in the District. See "SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2024 BONDS" herein.
There follows in this Limited Offering Memorandum a brief description of the District, the Developer, the Builder, the Development, Assessment Area Two and the 2024 Project and summaries of the terms of the Series 2024 Bonds, the Indenture and certain provisions of the Act. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and statute, and all references to the Series 2024 Bonds are qualified by reference to the definitive form thereof and the information with respect thereto contained in the Indenture. A copy of the Master Indenture and proposed form of the Second Supplemental Indenture appear in APPENDIX A attached hereto.
This Limited Offering Memorandum speaks only as of its date and the information contained herein is subject to change.
PURPOSE OF THE SERIES 2024 BONDS
Proceeds of the Series 2024 Bonds will be used to provide funds for (i) the Costs of acquiring and/or constructing all or a portion of the 2024 Project, (ii) funding interest on the Series 2024 Bonds

through at least November 1, 2025; (iii) the funding of the Series 2024 Reserve Account in an amount equal to the initial Series 2024 Reserve Requirement (as defined herein), and (iv) the payment of the costs of issuance of the Series 2024 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein.
DESCRIPTION OF THE SERIES 2024 BONDS
General Description
The Series 2024 Bonds are issuable only as fully registered bonds, without coupons, in the denominations of $5,000 and any integral multiple thereof except as otherwise provided in the Indenture. The Series 2024 Bonds will mature, subject to the redemption provisions set forth herein, on the dates and in the amounts set forth on the inside cover page hereof.
The Series 2024 Bonds shall be dated as of the date of initial delivery. Regularly scheduled interest on the Series 2024 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption in full. "Interest Payment Date" means May 1 and November 1 of each year, commencing May 1, 2025, and any other date the principal on the Series 2024 Bonds is paid, including any Quarterly Redemption Date (defined in the Indenture as February 1, May 1, August 1 and November 1 of any year). Interest on the Series 2024 Bonds shall be payable from the most recent Interest Payment Date next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a May 1 or November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to May 1, 2025, in which case from the date of initial delivery of the Series 2024 Bonds or unless the date of authentication thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date. Interest on the Series 2024 Bonds will be computed in all cases on the basis of a 360-day year consisting of twelve 30-day months.
Upon initial issuance, the ownership of the Series 2024 Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), and purchases of beneficial interests in the Series 2024 Bonds will be made in book-entry only form. As long as the Series 2024 Bonds is held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes under the applicable Indenture. DTC shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants ("Direct Participant" or "Direct Participants") and other institutions that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Series 2024 Bonds ("Beneficial Owners"). Principal of and interest on any Series of Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to Direct Participants shall be the responsibility of DTC. Payments by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants and not of DTC, the Trustee or the District. Individuals may purchase beneficial interests in Authorized Denominations in book-entry-only form, without certificated Bonds, through Direct Participants and Indirect Participants. During the period for which Cede & Co. is registered owner of any Series of Bonds, any notices to be provided to any Beneficial Owner of such Series will be provided to Cede & Co. DTC shall be responsible for notices to Direct Participants, and Direct Participants shall be responsible for notices to Indirect Participants, and Direct Participants and Indirect Participants shall be responsible for notices to Beneficial Owners. In the event DTC, any successor of DTC or the District, but only in accordance with the procedures of DTC, elects to discontinue the book-entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time. See "DESCRIPTION OF THE SERIES 2024 BONDS – Book-Entry Only System" below.

The Series 2024 Bonds will initially be sold only to "accredited investors" within the meaning under Chapter 517, Florida Statutes, as amended, and the rules of the Florida Department of Financial Services promulgated thereunder, although there is no limitation on resales of the Series 2024 Bonds. See "SUITABILITY FOR INVESTMENT" below.
U.S. Bank Trust Company, National Association is serving as the Trustee, Registrar and Paying Agent for the Series 2024 Bonds.
Redemption Provisions
Optional Redemption
The Series 2024 Bonds may, at the option of the District, provided written notice thereof has been sent to the Trustee at least forty-five (45) days prior to the redemption date (unless the Trustee will accept less than forty-five (45) days' notice), be called for redemption prior to maturity as a whole or in part, at any time, on or after November 1, 20  (less than all Series 2024 Bonds of a maturity to be selected randomly), at a Redemption Price equal to the principal amount of Series 2024 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date from moneys on deposit in the Series 2024 Optional Redemption Subaccount of the Series 2024 Bond Redemption Account established under the Second Supplemental Indenture. If such optional redemption shall be in part, the District shall select such principal amount of Series 2024 Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Series 2024 Bonds is substantially level.
Mandatory Sinking Fund Redemption
The Series 2024 Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2024 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

Year

Mandatory Sinking Fund Redemption Amount

*

*Maturity

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

Year

Mandatory Sinking Fund Redemption Amount

*

*Maturity

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

Year

Mandatory Sinking Fund Redemption Amount

*

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

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

Book-Entry Only System
The information in this caption concerning DTC and DTC's book-entry system has been obtained from DTC and neither the District nor the Underwriter make any representation or warranty or take any responsibility for the accuracy or completeness of such information.
DTC will act as securities depository for the Series 2024 Bonds. The Series 2024 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2024 Bond certificate will be issued for each maturity of the Series 2024 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's Participants 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. DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of Series 2024 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2024 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2024 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2024 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2024 Bonds, except in the event that use of the book- entry system for the Series 2024 Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2024 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2024 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 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 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2024 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2024 Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Series 2024 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series 2024 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such Bonds to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2024 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2024 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions,* and interest payments on the Series 2024 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the District or the Paying Agent on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions,* and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District and/or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Series 2024 Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Series 2024 Bond certificates are required to be printed and delivered.
The District may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Series 2024 Bond certificates will be printed and delivered to DTC.

* Not applicable to the Series 2024 Bonds.

SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2024 BONDS
General
THE SERIES 2024 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE SERIES 2024 PLEDGED REVENUES, PLEDGED THEREFOR UNDER THE INDENTURE, AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE CITY, THE COUNTY, THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2024 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, THE SERIES 2024 SPECIAL ASSESSMENTS TO SECURE AND PAY THE SERIES 2024 BONDS. THE SERIES 2024 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE CITY, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.
The Series 2024 Bonds will be secured by a pledge of the Series 2024 Pledged Revenues. "Series 2024 Pledged Revenues" shall mean (a) all revenues received by the District from the Series 2024 Special Assessments levied and collected on the assessable lands within Assessment Area Two within the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2024 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2024 Special Assessments, and (b) all moneys on deposit in the Funds, Accounts and subaccounts established under the Second Supplemental Indenture created and established with respect to or for the benefit of the Series 2024 Bonds; provided, however, that Series 2024 Pledged Revenues shall not include (A) any moneys transferred to the Series 2024 Rebate Fund established thereunder and investment earnings thereon, (B) moneys on deposit in the Series 2024 Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Second Supplemental Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso). See "SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2024 BONDS" herein.
"Series 2024 Special Assessments" shall mean the Special Assessments levied on the assessable lands within Assessment Area Two of the District as a result of the District's acquisition and/or construction of the 2024 Project, corresponding in amount to the debt service on the Series 2024 Bonds and designated as such in the Assessment Methodology.
"Special Assessments" shall mean (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 or against one or more identified Assessment Areas, if applicable, 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 Issuer under Section 190.021(3) of the Act.
The Series 2024 Special Assessments are non-ad valorem special assessments imposed and levied by the District pursuant to Section 190.022 of the Act and the Assessment Resolutions (as defined in the Indenture) and assessment proceedings conducted by the District (together with the Assessment Resolutions, the "Assessment Proceedings"). Non-ad valorem assessments are not based on millage and are not taxes, but are a lien against the homestead as permitted in Section 4, Article X of the Florida State Constitution. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein. The Assessment Methodology, which describes the methodology for allocating the Series 2024 Special Assessments to the lands within the District, is included as APPENDIX D attached hereto.
In the Master Indenture, the District has covenanted that, if any Special Assessment, including any Series 2024 Special Assessment, shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the District shall be satisfied that any such Series 2024 Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the District shall have omitted to make such Series 2024 Special Assessment when it might have done so, the District shall either (i) take all necessary steps to cause a new Series 2024 Special Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Series 2024 Special Assessment from any legally available moneys, which moneys shall be deposited into the Series 2024 Revenue Account. In case such second Series 2024 Special Assessment shall be annulled, the District shall obtain and make other Series 2024 Special Assessments until a valid Series 2024 Special Assessment shall be made.
Prepayment of Series 2024 Special Assessments
Pursuant to the Assessment Proceedings, an owner of property subject to the Series 2024 Special Assessments, may, at its option, prepay the entire principal balance of such Special Assessment at any time, or a portion of such Special Assessment one time if there is also paid, in addition to the prepaid principal balance of the Special Assessment, an amount equal to the interest that would otherwise be due on such prepaid amount on the next succeeding interest payment date, or, if prepaid during the 45 day period preceding such interest payment date, to the interest payment date following such next succeeding interest payment date. Prepayment of such Special Assessment does not entitle the property owner to any discounts for early payment. See "BONDOWNERS' RISKS – Prepayment and Redemption Risk" herein.
Pursuant to the Act, an owner of property subject to the levy of Series 2024 Special Assessments may pay the entire balance of the Series 2024 Special Assessments remaining due, without interest, within 30 days after the 2024 Project has been completed or acquired by the District and the Board has adopted a resolution accepting the 2024 Project pursuant to Chapter 170.09, Florida Statutes. The Developer, as the sole owner of the property within Assessment Area Two within the District, will waive this right on behalf of itself and its successors and assigns in connection with the issuance of the Series 2024 Bonds.
The Series 2024 Bonds are subject to extraordinary redemption as indicated under "DESCRIPTION OF THE SERIES 2024 BONDS − Redemption Provisions − Extraordinary Mandatory Redemption" from Prepayments of Series 2024 Special Assessments by property owners. Pursuant to the Second Supplemental Indenture, a credit against a Prepayment of the Series 2024 Special Assessments may be available from certain moneys in the Series 2024 Reserve Account in excess of the Series 2024 Reserve Requirement as a result of such Prepayment. See " − Reserve Account" herein for more information.

Covenant Against Sale or Encumbrance
In the Master Indenture, the District has covenanted that (a) except for those improvements comprising any Project that are to be conveyed by the District to the City, the County, the State Department of Transportation or another governmental entity and (b) except as otherwise permitted in the Master Indenture, it will not sell, lease or otherwise dispose of or encumber any Project or any part thereof. See "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORM OF SECOND
SUPPLEMENTAL INDENTURE" attached hereto for more information.
Additional Bonds
In the Second Supplemental Indenture, the District will covenant not to issue any other Bonds or other debt obligations secured by the Series 2024 Special Assessments. Such covenant shall not prohibit the District from issuing refunding Bonds. In addition, the District will covenant not to issue any other Bonds or debt obligations for capital projects secured by any Special Assessments on assessable land within Assessment Area Two within the District which secure the Series 2024 Special Assessments, until the Series 2024 Special Assessments are Substantially Absorbed. "Substantially Absorbed" shall mean the date at least ninety percent (90%) of the principal portion of the Series 2024 Special Assessments have been assigned to residential units that have received certificates of occupancy. The District's covenants described above shall not preclude the imposition of Special Assessments or other non-ad valorem assessments on such lands in connection with other capital projects that are necessary for health, safety or welfare reasons or to remediate a natural disaster. The District or the District Manager on behalf of the District, shall provide the Trustee with a certification that the Series 2024 Special Assessments are Substantially Absorbed and the Trustee may conclusively rely upon such certification and shall have no duty to verify if the Series 2024 Special Assessments are Substantially Absorbed. Notwithstanding any provision in the Indenture to the contrary, the District may issue other Bonds or debt obligations secured by Special Assessments on lands that are subject to the Series 2024 Special Assessments, other than the Series 2024 Special Assessments, at any time upon the written consent of the Majority Holders. The District and the Trustee may rely on a written certificate from the District Manager regarding the status of the Series 2024 Special Assessments.
The District (subject to the limitations set forth above) and/or other public entities may impose taxes or other special assessments on the same properties encumbered by the Series 2024 Special Assessments without the consent of the Owners of the Series 2024 Bonds. The District expects to impose certain non-ad valorem special assessments called maintenance assessments, which are of equal dignity with the Series 2024 Special Assessments, on the same lands upon which the Series 2024 Special Assessments are imposed, to fund the maintenance and operation of the District. See "THE DEVELOPMENT – Taxes, Fees and Assessments" and "BONDOWNERS' RISKS – Other Taxes and Assessments" herein for more information.
Acquisition and Construction Account
The Second Supplemental Indenture establishes a separate account within the Acquisition and Construction Fund designated as the "Series 2024 Acquisition and Construction Account" with respect to the Series 2024 Bonds. Net proceeds of the Series 2024 Bonds will be deposited into the Series 2024 Acquisition and Construction Accounts in the amount set forth in the Second Supplemental Indenture, together with any moneys that may be transferred to the Series 2024 Acquisition and Construction Account as provided in the Second Supplemental Indenture. Such moneys in the Series 2024 Acquisition and Construction Account shall be disbursed by the Trustee as set forth in the Master Indenture, the Acquisition Agreement and the Second Supplemental Indenture, and upon disbursement, the District shall apply such moneys as provided for in the Second Supplemental Indenture and in the Acquisition Agreement.

Subject to the provisions of the Second Supplemental Indenture, any moneys remaining in the Series 2024 Acquisition and Construction Account after the Completion Date, and after the expenditure of all moneys remaining therein that have not been requisitioned after satisfaction of the Release Conditions (as defined herein), except for any moneys reserved therein for the payment of any costs of the 2024 Project owed but not yet requisitioned, as evidenced in a certificate from the District Engineer to the Trustee, upon which the Trustee may conclusively rely, and the adoption of a resolution by the District accepting the 2024 Project, as evidenced by a certificate from the District Manager delivered to the Trustee, upon which the Trustee may conclusively rely, shall be transferred by the Trustee to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account. See " ‒ Reserve Account" herein for more information regarding the Release Conditions.
Subject to the provisions of the Second Supplemental Indenture, the Series 2024 Acquisition and Construction Account shall be closed upon the expenditure or transfer of all funds therein, including moneys deposited therein as a result of satisfaction of the Release Conditions. Upon presentment by the District Manager or the District to the Trustee of a properly signed requisition in substantially the form attached to the Second Supplemental Indenture, the Trustee shall withdraw moneys from the Series 2024 Acquisition and Construction Account and make payment to the Person or Persons so designated in such requisition.
Reserve Account
The Second Supplemental Indenture establishes a separate account within the Debt Service Reserve Fund designated as the "Series 2024 Reserve Account" for the Series 2024 Bonds. The Series 2024 Reserve Account will, at the time of delivery of the Series 2024 Bonds, be funded from a portion of the proceeds of the Series 2024 Bonds in the amount of the initial Series 2024 Reserve Requirement. The "Series 2024 Reserve Requirement" shall mean an amount initially equal to the maximum annual debt service with respect to the initial principal amount of the Series 2024 Bonds determined on the date of issue. Upon satisfaction of the Release Conditions #1, the Series 2024 Reserve Requirement shall be reduced to an amount equal to fifty percent (50%) of the maximum annual debt service with respect to the then Outstanding principal amount of the Series 2024 Bonds. Upon satisfaction of the Release Conditions #2, the Series 2024 Reserve Requirement shall be reduced to an amount equal to ten percent (10%) of the maximum annual debt service with respect to the then Outstanding principal amount of the Series 2024 Bonds. If a portion of the Series 2024 Bonds are redeemed via extraordinary mandatory redemption pursuant to the Second Supplemental Indenture, the Reserve Requirement shall be reduced pursuant to the provisions of the Second Supplemental Indenture. Any amount in the Series 2024 Reserve Account may, upon final maturity or redemption of all Outstanding Series 2024 Bonds, be used to pay principal of and interest on the Series 2024 Bonds at that time. The initial Series 2024 Reserve Requirement shall be equal to $	.
"Release Conditions" shall mean Release Conditions #1 and Release Conditions #2. "Release Conditions #1" shall mean collectively (i) all lots in Assessment Area Two have been developed, platted and conveyed to homebuilders, as certified by the District Manager in writing and upon which the Trustee may conclusively rely, and (ii) there shall be no Events of Default under the Master Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely. "Release Conditions #2" shall mean collectively (i) satisfaction of Release Conditions #1, (ii) all homes subject to the Series 2024 Special Assessments received a certificate of occupancy, (iii) all of the principal portion of the Series 2024 Special Assessments has been assigned to such homes, and (iv) there shall be no Events of Default under the Master Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.

On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2024 Reserve Account and prior to the Completion Date transfer any excess therein above the Reserve Requirement for the Series 2024 Bonds caused by investment earnings to the Series 2024 Acquisition and Construction Account and after the Completion Date to the Series 2024 Revenue Account.
Notwithstanding any of the foregoing, amounts on deposit in the Series 2024 Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2024 Bonds, to the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account if, as a result of the application of Article X of the Master Indenture, the proceeds received from lands sold subject to the Series 2024 Special Assessments and applied to redeem a portion of the Series 2024 Bonds is less than the principal amount of Series 2024 Bonds indebtedness attributable to such lands.
Subject to the provisions of the Second Supplemental Indenture, on any date the District, or the District Manager on behalf of the District, receives notice that a landowner wishes to prepay its Series 2024 Special Assessments relating to the benefited property of such landowner within the District, or as a result of a mandatory true-up payment, the District shall calculate, or shall cause the District Manager on behalf of the District to calculate, the principal amount of such Prepayment, taking into account a credit against the amount of the Series 2024 Prepayment Principal due by the amount of money in the Series 2024 Reserve Account that will be in excess of the applicable Reserve Requirement, taking into account the proposed Prepayment. Such excess in the Series 2024 Reserve Account shall be transferred by the Trustee to the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account, as a result of such Prepayment. The District Manager, on behalf of the District, shall make such calculation within ten (10) Business Days after receiving notice of such Prepayment and shall instruct the Trustee in writing to transfer such amount of credit given to the landowner from the Series 2024 Reserve Account to the Series 2024 Prepayment Subaccount of the Series 2024 Bond Redemption Account to be used for the extraordinary mandatory redemption of the Series 2024 Bonds in accordance with the Second Supplemental Indenture. The Trustee is authorized to make such transfers and has no duty to verify such calculations. Notwithstanding the foregoing, upon satisfaction of the Release Conditions, the Trustee shall deposit such excess on deposit in the Series 2024 Reserve Account as further described in the next succeeding paragraph to the Series 2024 Acquisition and Construction Account and pay such amount deposited in the Series 2024 Acquisition and Construction Account to the Person or Persons designated in a requisition in the form attached to the Second Supplemental Indenture to the District submitted by the Developer within thirty (30) days of such transfer which requisition shall be executed by the District and the Consulting Engineer. Such payment is authorized notwithstanding that the Completion Date might have been declared, provided that there are Costs of the 2024 Project that were not paid from moneys initially deposited in the Series 2024 Acquisition and Construction Account and the Trustee has on file one or more properly executed unfunded requisitions. In the event there are multiple unfunded requisitions on file with the Trustee, the Trustee shall fund such requisitions in order the Trustee has received (from oldest to newest). In the event that there are no unfunded requisitions on file with the Trustee, such excess moneys transferred from the Series 2024 Reserve Account to the Series 2024 Acquisition and Construction Account shall be deposited into the Series 2024 General Redemption Subaccount of the Series 2024 Bond Redemption Account.
Upon satisfaction of the Release Conditions #1 or Release Conditions #2, as evidenced by a written certificate of the District Manager delivered to the District and the Trustee stating that the Release Conditions #1 or Release Conditions #2 have been satisfied and setting forth the amount of the new Series 2024 Reserve Requirement, the Trustee shall without further direction reduce the Series 2024 Reserve Requirement to either (i) fifty percent (50%) of the maximum annual debt service of the then Outstanding principal amount of the Series 2024 Bonds, as calculated by the District Manager, upon satisfaction of Release Conditions #1 or (ii) ten percent (10%) of the maximum annual debt service of the then Outstanding principal amount of the Series 2024 Bonds, as calculated by the District Manager, upon satisfaction of

Release Conditions #2. The excess amount in the Series 2024 Reserve Account as a result of the satisfaction of Release Conditions #1 or Release Conditions #2 shall be transferred to the Series 2024 Acquisition and Construction Account. The Trustee may conclusively rely on such written certificate of the District Manager.
In addition, in the event of an extraordinary mandatory redemption from funds on deposit in the Series 2024 Acquisition and Construction Subaccounts, the District, or the District Manager on behalf of the District, shall calculate the applicable Reserve Requirement and communicate the same to the Trustee, and the Trustee shall apply any excess in the Series 2024 Reserve Account toward such extraordinary mandatory redemption.
It shall be an Event of Default under the Indenture if at any time the amount in the Series 2024 Reserve Account is less than the Reserve Requirement for Series 2024 Bonds as a result of the Trustee withdrawing an amount therefrom to satisfy the Debt Service Requirement of the Series 2024 Bonds and such amount has not been restored within thirty (30) days of such withdrawal. See " ‒ Events of Default and Remedies" herein.
Deposit and Application of the Pledged Revenues
The Second Supplemental Indenture establishes a separate account within the Revenue Fund designated as the "Series 2024 Revenue Account" for the Series 2024 Bonds. All Funds and Accounts described under this heading are those created and established pursuant to the Second Supplemental Indenture. Pursuant to the Second Supplemental Indenture, Series 2024 Special Assessments and any other amounts required to be deposited therein (except for Prepayments of Series 2024 Special Assessments, which shall be identified as such by the District to the Trustee and deposited in the Series 2024 Prepayment Subaccount) shall be deposited by the Trustee into the Series 2024 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2024 Revenue Account to the Funds, Accounts and subaccounts designated below, the following amounts, at the following times and in the following order of priority:
FIRST, upon receipt but no later than the Business Day preceding each May 1 commencing May 1, 2025, to the Series 2024 Interest Account of the Debt Service Fund, an amount equal to the interest on the Series 2024 Bonds becoming due on the next succeeding May 1, less any amounts on deposit in the Series 2024 Interest Account not previously credited;
SECOND, upon receipt but no later than the Business Day next preceding each November 1 commencing November 1, 2025, to the Series 2024 Interest Account of the Debt Service Fund, an amount equal to the interest on the Series 2024 Bonds becoming due on the next succeeding November 1, less any amount on deposit in the Series 2024 Interest Account not previously credited;
THIRD, no later than the Business Day next preceding each May 1, commencing May 1, 20 , to the Series 2024 Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Series 2024 Bonds subject to sinking fund redemption on such May 1, less any amounts on deposit in such Series 2024 Sinking Fund Account not previously credited;
FOURTH, no later than the Business Day next preceding each May 1, which is a principal payment date for any Series 2024 Bonds, to the Series 2024 Principal Account of the Debt Service Fund, an amount equal to the principal amount of Series 2024 Bonds Outstanding maturing on such May 1, less any amounts on deposit in the Series 2024 Principal Account not previously credited;

FIFTH, notwithstanding the foregoing, at any time the Series 2024 Bonds are subject to redemption on a date which is not a May or November 1 Interest Payment Date, the Trustee shall be authorized to transfer from the Series 2024 Revenue Account to the Series 2024 Interest Account, the amount necessary to pay interest on the Series 2024 Bonds subject to redemption on such date;
SIXTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2024 Bonds remain Outstanding, to the Series 2024 Reserve Account, an amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Reserve Requirement for the Series 2024 Bonds; and
SEVENTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be deposited into the Series 2024 Costs of Issuance Account to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2024 Bonds and next, any balance in the Series 2024 Revenue Account shall remain on deposit in such Series 2024 Revenue Account, unless pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Series 2024 Rebate Fund, in which case, the District shall direct the Trustee to make such deposit thereto.
Investments
The Trustee shall, as directed by the District in writing, invest moneys held in the Series Accounts in the Debt Service Fund, any Series Account of the Debt Service Reserve Fund, and any Series Accounts within the Bond Redemption Fund in Government Obligations and the other securities described in the definition of Investment Securities as defined in the Master Indenture. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth in the Indenture. All securities securing investments under the Master Indenture shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to the Master Indenture and unless otherwise provided in the Second Supplemental Indenture with respect to the Series 2024 Bonds, any interest and other income so received shall be deposited in the related Series Account of the Revenue Fund. Upon request of the District, or on its own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the related Series Account of the Revenue Fund.
In the absence of written investment instructions from the District, the Trustee shall not be responsible or liable for keeping the moneys held by it hereunder invested or for any losses because such amounts were not invested. Moneys in any of the Funds and Accounts established pursuant to the Indenture, when held by the Trustee, shall be promptly invested by the Trustee in accordance with all written directions from the District and the District shall be responsible for ensuring that such instructions conform to

requirements of the Master Indenture. The Trustee shall not be liable or responsible for any loss or entitled to any gain resulting from any investment or sale upon the investment instructions of the District or otherwise. The Trustee may conclusively rely upon the District's written instructions as to both the suitability and legality of all investments directed under the Indenture. Ratings of investments shall be determined by the District at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments after the initial purchase of such investments. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades. Confirmations of investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered.
The Trustee shall value the assets in each of the Funds and Accounts established under the Indenture forty-five (45) days prior to each Interest Payment Date, and as soon as practicable after each such valuation date (but no later than ten (10) days after each such valuation date) shall provide the District a report of the status of each Fund and Account as of the valuation date. For the purpose of determining the amount on deposit to the credit of any Fund or Account established under the Indenture, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower, or at the redemption price thereof, to the extent that any such obligation is then redeemable at the option of the holder. See "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORM OF SECOND SUPPLEMENTAL INDENTURE" attached hereto for more information.
Master Indenture Provisions Relating to Bankruptcy of Developer or Other Obligated Person
For purposes of the following, (a) the Series 2024 Bonds secured by and payable from Special Assessments levied against property owned by an Insolvent Taxpayer (as defined below) are collectively referred to herein as the "Affected Bonds" and (b) the Series 2024 Special Assessments levied against any Insolvent Taxpayer's property and pledged under one or more Supplemental Indentures as security for the Affected Bonds are collectively referred to herein as the "Affected Special Assessments." The Master Indenture contains the following provisions, which 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 the Affected Special Assessments (an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding"). For as long as Affected Bonds remain Outstanding, in any Proceeding involving the District, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments, the District, to the extent permitted by applicable law, shall be obligated to act in accordance with any direction from the Trustee with regard to all matters directly or indirectly affecting at least three percent (3%) of the Outstanding aggregate principal amount of the Affected Bonds or for as long as any Affected Bonds remain Outstanding, in any proceeding involving the District, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments or the Trustee. The District has agreed in the Master Indenture that it shall not be a defense to a breach of the foregoing covenant that it has acted upon advice of counsel in not complying with this covenant.
The District has acknowledged and agreed that, although the Affected Bonds will be issued by the District, the Owners of the Affected Bonds are categorically the party with the ultimate financial stake with respect to the Affected Bonds and, consequently, the party with a vested and pecuniary interest in a Proceeding. In the event of any Proceeding involving any Insolvent Taxpayer: (a) the District, to the extent permitted by applicable law, has agreed that it shall follow the direction of the Trustee in making any election, giving any consent, commencing any action or filing any motion, claim, obligation, notice or application or in taking any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Affected Special Assessments, the Affected Bonds

or any rights of the Trustee under the Indenture; (b) to the extent permitted by applicable law, the District has agreed that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Affected Special Assessments, the Affected Bonds or any rights of the Trustee under the Indenture that is inconsistent with any direction from the Trustee; (c) to the extent permitted by applicable law, the Trustee shall have the right, but is not obligated to, (i) vote in any such Proceeding any and all claims of the District, or (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the District, including without limitation, motions seeking relief from the automatic stay, dismissal the Proceeding, valuation of the property belonging to the Insolvent Taxpayer, termination of exclusivity, and objections to disclosure statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking approval of sales or post-petition financing. If the Trustee chooses to exercise any such rights, the District shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Issuer in connection with any Proceeding of any Insolvent Taxpayer, including without limitation, the right to file and/or prosecute any claims, to propose and prosecute a bankruptcy plan, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the Bankruptcy Code and (d) the District shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of the lands owned by any Insolvent Taxpayer submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to Trustee's enforcement of the District claim and rights with respect to the Affected Special Assessments or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District has agreed that the Trustee shall have the right (i) to file a proof of claim with respect to the Affected Special Assessments, (ii) to deliver to the District a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.
Notwithstanding the provisions of the immediately preceding paragraphs, nothing in the above- described provisions shall preclude the District from becoming a party to a Proceeding in order to enforce a claim for operation and maintenance assessments, or claims for moneys or performance under a contract, and the District shall be free to pursue such claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken by the District in pursuance of its claim for operation and maintenance assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee's rights or consents with respect to the Special Assessments relating to the Series 2024 Bonds Outstanding whether such claim is pursued by the District or the Trustee. See "BONDOWNERS' RISKS – Bankruptcy and Related Risks" herein for more information.
Events of Default and Remedies
The Master Indenture provides that each of the following shall be an "Event of Default" under the Indenture, with respect to the Series 2024 Bonds:
if payment of any installment of interest on any Series 2024 Bond is not made when it becomes due and payable; or
if payment of the principal or Redemption Price of any Series 2024 Bond is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or
if the District, for any reason, fails in, or is rendered incapable of, fulfilling its obligations under the Indenture or under the Act, which failure or incapacity may reasonably be determined solely by the Majority Holders of the Series 2024 Bonds; or

if the District proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the District or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the District and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or
if the District defaults in the due and punctual performance of any other covenant in the Indenture or in the Series 2024 Bonds 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 Holders of the Outstanding Series 2024 Bonds; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such 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
if at any time the amount in the Series 2024 Reserve Account is less than the Series 2024 Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Debt Service Requirement on the Series 2024 Bonds and such amount has not been restored within thirty (30) days of such withdrawal; or
more than twenty percent (20%) of the "maintenance special assessments" levied by the District on District Lands upon which the Series 2024 Special Assessments are levied to secure the Series 2024 Bonds pursuant to Section 190.021(3), Florida Statutes, as amended, and collected directly by the District have become due and payable and have not been paid, when due.
The Trustee shall not be required to rely on any official action, admission or declaration by the District before recognizing that an Event of Default under (c) above has occurred.
No Series 2024 Bonds shall be subject to acceleration. Upon the occurrence and continuance of an Event of Default with respect to the Series 2024 Bonds, no optional redemption (with respect to the Series 2024 Bonds) and no extraordinary mandatory redemption of the Series 2024 Bonds pursuant to the Indenture shall occur unless all of the Series 2024 Bonds where an Event of Default has occurred will be redeemed or 100% of the Holders of the Series 2024 Bonds agree to such redemption.
If any Event of Default with respect to the Series 2024 Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Majority Holders of the aggregate principle amount of the Outstanding Series 2024 Bonds and receipt of indemnity to its satisfaction shall, in its capacity as Trustee:
by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Series 2024 Bonds, including, without limitation, the right to require the District to carry out any agreements with, or for the benefit of, the Series 2024 Bondholders and to perform its or their duties under the Act;
bring suit upon the Series 2024 Bonds;

by action or suit in equity require the District to account as if it were the trustee of an express trust for the Holders of the Series 2024 Bonds;
by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Series 2024 Bonds; and
by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing the Series 2024 Bonds.
If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, then the District, the Trustee, the Paying Agent and the Bondholders shall be restored to their former positions and rights under the Indenture as though no such proceeding had been taken.
The Majority Holders of the Series 2024 Bonds then subject to remedial proceedings under the Master Indenture shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with applicable law or the provisions of the Indenture.
No Series 2024 Bondholder shall have any right to pursue any remedy under the Indenture unless
(a) the Trustee shall have been given written notice of an Event of Default, (b) the Majority Holders of the Series 2024 Bonds shall have requested the Trustee, in writing, to exercise the powers granted in such Indenture or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities, and (d) the Trustee shall have failed to comply with such request within a reasonable time.
Anything in the Indenture to the contrary notwithstanding, the District will acknowledge in the Indenture that the Series 2024 Pledged Revenues include, without limitation, all amounts on deposit in the Series 2024 Acquisition and Construction Subaccounts within the Series 2024 Acquisition and Construction Account then held by the Trustee, and upon the occurrence of an Event of Default with respect to the Series 2024 Bonds, (i) the Series 2024 Pledged Revenues may not be used by the District (whether to pay costs of the 2024 Project or otherwise) without the consent of the Majority Holders and (ii) the Series 2024 Pledged Revenues may be used by the Trustee, at the direction or with the approval of the Majority Holders, to pay the reasonable costs and expenses incurred in connection with the pursuit of remedies under the Indenture. The District will further covenant not to enter into any contract regarding the 2024 Project from and after the occurrence of an Event of Default without the written direction of the Majority Holders.
ENFORCEMENT OF ASSESSMENT COLLECTIONS
General
The primary source of payment for the Series 2024 Bonds is the collection of the Series 2024 Special Assessments imposed on the assessable lands in Assessment Area Two within the District specially benefited by the 2024 Project pursuant to the Assessment Proceedings. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein and "APPENDIX D: ASSESSMENT METHODOLOGY."
The imposition, levy, and collection of Series 2024 Special Assessments must be accomplished in compliance with the provisions of Florida law. Failure by the District, the Polk County Tax Collector ("Tax Collector") or the Polk County Property Appraiser ("Property Appraiser") to comply with such requirements could result in delay in the collection of, or the complete inability to collect, Series 2024

Special Assessments during any year. Such delays in the collection of Series 2024 Special Assessments, or complete inability to collect any Series 2024 Special Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Series 2024 Bonds. See "BONDOWNERS' RISKS." To the extent that landowners fail to pay the Series 2024 Special Assessments, delay payments, or are unable to pay the same, the successful pursuance of collection procedures available to the District is essential to continued payment of principal of and interest on the Series 2024 Bonds.
For the Series 2024 Special Assessment liens to be valid, the Series 2024 Special Assessment lien must meet two requirements: (1) the benefit from the 2024 Project to the lands subject to the Series 2024 Special Assessments must exceed or equal the amount of the Series 2024 Special Assessments, and (2) the Series 2024 Special Assessments must be fairly and reasonably allocated across all such benefitted properties.
Pursuant to the Act and the Assessment Proceedings, the District may collect the Series 2024 Special Assessments through a variety of methods. Initially, the District will directly collect the Series 2024 Special Assessments with respect to any assessable lands that are owned by the Developer, have not been platted or when the timing for using the Uniform Method (as defined herein) will not yet allow for using such Method, unless the Trustee at the direction of the Majority Holders for the Series 2024 Bonds direct the District otherwise. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein and "APPENDIX D: ASSESSMENT METHODOLOGY." As lands are platted and sold, the Series 2024 Special Assessments for platted and sold lots will be added to the County tax roll and collected pursuant to the Uniform Method unless the Trustee at the direction of the Majority Holders for the Series 2024 Bonds directs the District otherwise or the timing for using the Uniform Method will not yet allow for using such method. The following is a description of certain statutory provisions relating to each of these collection methods. Such description is not intended to be exhaustive and is qualified in its entirety by reference to such statutes.
Direct Billing & Foreclosure Procedure
As noted above, and pursuant to Chapters 170 and 190 of the Florida Statutes, the District may directly levy, collect and enforce the Series 2024 Special Assessments. In this context, Section 170.10 of the Florida Statutes provides that upon the failure of any property owner to timely pay all or any part of the annual installment of principal and/or interest of a special assessment due, including the Series 2024 Special Assessments, the whole assessment, with the interest and penalties thereon, shall immediately become due and payable and subject to foreclosure. Generally stated, the governing body of the entity levying the special assessment, in this case the District, may foreclose by commencing a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or, alternatively, by commencing an action under Chapter 173, Florida Statutes, which relates to foreclosure of municipal tax and special assessment liens. Such proceedings are in rem, meaning that the action would be brought against the land, and not against the landowner. In light of the one year tolling period required before the District may commence a foreclosure action under Chapter 173, Florida Statutes, it is likely the District would commence an action to foreclose in the same manner as the foreclosure of a real estate mortgage rather than proceeding under Chapter 173, Florida Statutes.
Enforcement of the obligation to pay Series 2024 Special Assessments and the ability to foreclose the lien of such Series 2024 Special Assessments upon the failure to pay such Series 2024 Special Assessments may not be readily available or may be limited because enforcement is dependent upon judicial action which is often subject to discretion and delay. Additionally, there is no guarantee that there will be demand for any foreclosed lands sufficient to repay the Series 2024 Special Assessments. See "BONDOWNERS' RISKS."

Uniform Method Procedure
Subject to certain conditions, and for platted lands (as described above), the District may alternatively elect to collect the Series 2024 Special Assessments using the Uniform Method. The Uniform Method of collection is available only in the event the District complies with statutory and regulatory requirements and enters into agreements with the Tax Collector and Property Appraiser providing for the Series 2024 Special Assessments to be levied and then collected in this manner.
If the Uniform Method of collection is used, the Series 2024 Special Assessments will be collected together with City, County, school, special district, and other ad valorem taxes and non-ad valorem assessments (together, "Taxes and Assessments"), all of which will appear on the tax bill (also referred to as a "tax notice") issued to each landowner in the District. The statutes relating to enforcement of Taxes and Assessments provide that such Taxes and Assessments become due and payable on November 1 of the year when assessed, or as soon thereafter as the certified tax roll is received by the Tax Collector, and constitute a lien upon the land from January 1 of such year until paid or barred by operation of law. Such Taxes and Assessments – including the Series 2024 Special Assessments – are to be billed, and landowners in the District are required to pay, all Taxes and Assessments without preference in payment of any particular increment of the tax bill, such as the increment owing for the Series 2024 Special Assessments. In other words, any partial prepayment by a landowner must be distributed in equal proportion to all taxing districts and levying authorities.
All Taxes and Assessments are payable at one time, except for partial payment schedules as may be provided by Florida law such as Sections 197.374 and 197.222, Florida Statutes. Partial payments made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all taxing districts and levying authorities applicable to that account. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. Therefore, in the event the Series 2024 Special Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item, would cause the Series 2024 Special Assessments to not be collected to that extent, which could have a significant adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Series 2024 Bonds.
Under the Uniform Method, if the Series 2024 Special Assessments are paid during November when due or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing one percentage point per month to 1% in February. All unpaid Taxes and Assessments become delinquent on April 1 of the year following assessment.
The Tax Collector is required to collect the Taxes and Assessments on the tax bill prior to April 1 and, after that date, to institute statutory procedures upon delinquency to collect such Taxes and Assessments through the sale of "tax certificates," as discussed below. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process. Neither the District nor the Underwriter can give any assurance to the holders of the Series 2024 Bonds (1) that the past experience of the Tax Collector with regard to tax and special assessment delinquencies is applicable in any way to the Series 2024 Special Assessments, (2) that future landowners and taxpayers in the District will pay such Series 2024 Special Assessments, (3) that a market may exist in the future for tax certificates in the event of sale of such certificates for taxable units within the District, and (4) that the eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Assessment Proceedings to discharge the lien of the Series 2024 Special Assessments and all other liens that are coequal therewith.
Collection of delinquent Series 2024 Special Assessments under the Uniform Method is, in essence, based upon the sale by the Tax Collector of "tax certificates" and remittance of the proceeds of such sale to

the District for payment of the Series 2024 Special Assessments due. Prior to the sale of tax certificates, the landowner may bring current the delinquent Taxes and Assessments and cancel the tax certificate process by paying the total amount of delinquent Taxes and Assessments plus all applicable interest, costs and charges. If the landowner does not act, the Tax Collector is required to attempt to sell tax certificates by public bid to the person who pays the delinquent Taxes and Assessments owing and any applicable interest and charges, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than 18%).
If there are no bidders, the tax certificate is issued to the County. The County is to hold, but not pay for, the tax certificate with respect to the property, bearing interest at the maximum legal rate of interest, which is currently 18%. The Tax Collector does not collect any money if tax certificates are issued, or "struck off," to the County. The County may sell such certificates to the public at any time after issuance, but before a tax deed application is made, at the face amount thereof plus interest at the rate of not more than 18% per annum plus costs and charges. Proceeds from the sale of tax certificates are required to be used to pay Taxes and Assessments (including the Series 2024 Special Assessments), interest, costs and charges on the real property described in the certificate.
Unless full payment for a tax deed is made to the clerk of court, including documentary stamps and recording fees, any tax certificate in the hands of a person other than the County may be redeemed and canceled, in whole or in part (under certain circumstances), at any time before a tax deed is issued, and at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, and charges due. Regardless of the interest rate actually borne by the certificates, persons redeeming tax certificates must pay a minimum interest rate of 5%, unless the rate borne by the certificates is zero percent. The proceeds of such a redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is canceled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County, as described above.
For any holder other than the County, a tax certificate expires seven (7) years after the date of issuance if a tax deed has not been applied for and no other administrative or legal proceeding, including a bankruptcy, has existed of record. After an initial period ending two years from April 1 of the year of issuance of a certificate, during which period actions against the land are held in abeyance to allow for sales and redemptions of tax certificates, and before the expiration of seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject land. The applicant is required to pay to the Tax Collector at the time of application all amounts required to redeem or purchase all other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due (as well as any costs of resale, if applicable). If the County holds a tax certificate on property valued at $5,000 or more and has not succeeded in selling it, the County must apply for a tax deed two years after April 1 of the year of issuance of the certificate or as soon thereafter as is reasonable. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale.
In any such public sale conducted by the Clerk of the Circuit Court, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, including costs incurred for the service of notice required by statute, redemption of other tax certificates on the land, and all other costs to the applicant for the tax deed, plus interest thereon. In the case of homestead property, the minimum bid is also deemed to include, in addition to the amount of money required for the minimum bid on non- homestead property, an amount equal to one-half of the latest assessed value of the homestead. If there are no higher bids, the holder receives title to the land, and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. The holder is also responsible for payment of any amounts included in the bid not already paid, including but not limited to, documentary stamp tax, recording

fees, and, if property is homestead property, the moneys to cover the one-half value of the homestead. If there are other bids, the holder may enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem the tax certificate, together with all subsequent unpaid taxes plus the costs and expenses of the application for deed, with interest on the total of such sums, are forwarded to the holder thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholder of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may appear.
Except for certain governmental liens, certain easements, and certain restrictive covenants and restrictions, no right, interest, restriction or other covenant survives the issuance of a tax deed. Thus, for example, outstanding mortgages on property subject to a tax deed would be extinguished.
If there are no bidders at the public sale, the County Clerk shall enter the land on a list entitled "lands available for taxes" and shall immediately notify the City Commission that the property is available. At any time within ninety (90) days from the date the property is placed on the list, the County may purchase the land for the opening bid, or may waive its rights to purchase the property. Thereafter, and without further notice or advertising, any person, the County or any other governmental unit may purchase the land by paying the amount of the opening bid. Ad valorem taxes and non-ad valorem assessments accruing after the date of public sale do not require repetition of the bidding process but are added to the minimum bid. Three years from the date the property was offered for sale, unsold lands escheat to the County in which they are located, free and clear, and all tax certificates, accrued taxes, and liens of any nature against the property are canceled and a deed is executed vesting title in the governing board of such County.
There can be no guarantee that the Uniform Method will result in the payment of Series 2024 Special Assessments. For example, the demand for tax certificates is dependent upon various factors, which include the rate of interest that can be earned by ownership of such certificates and the underlying value of the land that is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. Therefore, the underlying market value of the property within the District may affect the demand for certificates and the successful collection of the Series 2024 Special Assessments, which are the primary source of payment of the Series 2024 Bonds. Additionally, legal proceedings under Federal bankruptcy law brought by or against a landowner who has not yet paid his or her property taxes or assessments would likely result in a delay in the sale of tax certificates. See "BONDOWNERS' RISKS."
BONDOWNERS' RISKS
There are certain risks inherent in an investment in bonds issued by a public authority or governmental body in the State and secured by special assessments. Certain of these risks are described in other headings of this Limited Offering Memorandum. Certain additional risks are associated with the Series 2024 Bonds offered hereby and are set forth below. Prospective investors in the Series 2024 Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Series 2024 Bonds and have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment. This heading does not purport to summarize all risks that may be associated with purchasing or owning the Series 2024 Bonds, and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety for a more complete description of investment considerations relating to the Series 2024 Bonds.

Concentration of Land Ownership
As of the date hereof, the Developer own all of the assessable lands within Assessment Area Two, which are the lands that will be subject to the Series 2024 Special Assessments securing the Series 2024 Bonds. Payment of the Series 2024 Special Assessments is primarily dependent upon their timely payment by the Developer and the other future landowners in Assessment Area Two. Non-payment of the Series 2024 Special Assessments by any of the landowners could have a substantial adverse impact upon the District's ability to pay debt service on the Series 2024 Bonds. See "THE DEVELOPER" and "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS" herein.
Bankruptcy and Related Risks
In the event of the institution of bankruptcy or similar proceedings with respect to the Developer or any other owner of benefited property, delays could occur in the payment of debt service on the Series 2024 Bonds, as such bankruptcy could negatively impact the ability of: (i) the Developer and any other landowner to pay the Series 2024 Special Assessments; (ii) the Tax Collector to sell tax certificates in relation to such property with respect to the Series 2024 Special Assessments being collected pursuant to the Uniform Method; and (iii) the District to foreclose the lien of the Series 2024 Special Assessments not being collected pursuant to the Uniform Method. In addition, the remedies available to the Owners of the Series 2024 Bonds under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies specified by federal, state and local law and in the Indenture and the Series 2024 Bonds, including, without limitation, enforcement of the obligation to pay Series 2024 Special Assessments and the ability of the District to foreclose the lien of the Series 2024 Special Assessments if not being collected pursuant to the Uniform Method, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2024 Bonds (including Bond Counsel's approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available with respect to the Series 2024 Bonds could have a material adverse impact on the interest of the Owners thereof.
A 2011 bankruptcy court decision in Florida held that the governing body of a community development district, and not the bondholders or indenture trustee, was the creditor of the landowners/debtors in bankruptcy with respect to claims for special assessments, and thus only the district could vote to approve or disapprove a reorganization plan submitted by the debtors in the case. The district voted in favor of the plan. The governing body of the district was at that time elected by the landowners rather than qualified electors. Under the reorganization plan that was approved, a two-year moratorium was placed on the debtor landowners' payment of special assessments. As a result of this non-payment of assessments, debt service payments on the district's bonds were delayed for two years or longer. The Master Indenture provides for the delegation of certain rights from the District to the Trustee in the event of a bankruptcy or similar proceeding with respect to an "Insolvent Taxpayer" (as previously defined). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS – Master Indenture
Provisions Relating to Bankruptcy of Developer or Other Obligated Person" herein. The District cannot express any view whether such delegation would be enforceable.
Series 2024 Special Assessments Are Non-Recourse
The principal security for the payment of the principal and interest on the Series 2024 Bonds is the timely collection of the Series 2024 Special Assessments. The Series 2024 Special Assessments do not constitute a personal indebtedness of the landowners of the land subject thereto, but are secured by a lien

on such land. There is no assurance that the Developer or subsequent landowners will be able to pay the Series 2024 Special Assessments or that they will pay such Series 2024 Special Assessments even though financially able to do so. Neither the Developer nor any other subsequent landowners have any personal obligation to pay the Series 2024 Special Assessments. Neither the Developer nor any subsequent landowners are guarantors of payment of any Series 2024 Special Assessments, and the recourse for the failure of the Developer or any subsequent landowner to pay the Series 2024 Special Assessments is limited to the collection proceedings against the land subject to such unpaid Series 2024 Special Assessments, as described herein. Therefore the likelihood of collection of the Series 2024 Special Assessments may ultimately depend on the market value of the land subject to the Series 2024 Special Assessments. While the ability of the Developer or subsequent landowners to pay the Series 2024 Special Assessments is a relevant factor, the willingness of the Developer or subsequent landowners to pay the Series 2024 Special Assessments, which may also be affected by the value of the land subject to the Series 2024 Special Assessments, is also an important factor in the collection of Series 2024 Special Assessments. The failure of the Developer or subsequent landowners to pay the Series 2024 Special Assessments could render the District unable to collect delinquent Series 2024 Special Assessments and provided such delinquencies are significant, could negatively impact the ability of the District to make the full or punctual payment of debt service on the Series 2024 Bonds.
Regulatory and Environmental Risks
The development of the District Lands, including Assessment Area Two, is subject to comprehensive federal, state and local regulations and future changes to such regulations. Approval is required from various public agencies in connection with, among other things, the design, nature and extent of planned improvements, both public and private, and construction of the infrastructure in accordance with applicable zoning, land use and environmental regulations. Although all such approvals required to date have been received and any further approvals are anticipated to be received as needed, failure to obtain any such approvals in a timely manner could delay or adversely affect the completion of the development of the District Lands. See "THE DEVELOPMENT – Development Approvals" herein for more information.
The value of the land within the District, the success of the Development, the development of Assessment Area Two and the likelihood of timely payment of principal and interest on the Series 2024 Bonds could be affected by environmental factors with respect to the land in the District. Should the land be contaminated by hazardous materials, this could materially and adversely affect the value of the land in the District, which could materially and adversely affect the success of the development of the lands within the District and the likelihood of the timely payment of the Series 2024 Bonds. The District has not performed, nor has the District requested that there be performed on its behalf, any independent assessment of the environmental conditions within the District. See "THE DEVELOPMENT – Environmental" for information on environmental site assessments obtained or received. Such information is being provided solely for informational purposes, and nothing herein or in such assessments grants any legal rights or remedies in favor of the Series 2024 Bondholders in the event any recognized environmental conditions are later found to be present on District Lands. Nevertheless, it is possible that hazardous environmental conditions could exist within the District or in the vicinity of the District and that such conditions could have a material and adverse impact upon the value of the benefited lands within the District. No assurance can be given that unknown hazardous materials, protected animals or vegetative species, etc., do not currently exist or may not develop in the future, whether originating within the District or from surrounding property, and what effect such may have on the development or sale of the lands in Assessment Area Two.
The value of the lands subject to the Series 2024 Special Assessments could also be adversely impacted by flooding or wind damage caused by hurricanes, tropical storms, or other catastrophic events. In addition to potential damage or destruction to any existing development or construction in or near the District, such catastrophic events could potentially render the District Lands unable to support future

development. The occurrence of any such events could materially adversely impact the District's ability to pay principal and interest on the Series 2024 Bonds. The Series 2024 Bonds are not insured, and the District's casualty insurance policies do not insure against losses incurred on private lands within its boundaries.
Economic Conditions and Changes in Development Plans
The successful development of Assessment Area Two and the sale of residential units therein, once such homes are built, may be affected by unforeseen changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Developer. Moreover, the Developer has the right to modify or change plans for development of the Development from time to time, including, without limitation, land use changes, changes in the overall land and phasing plans, and changes to the type, mix, size and number of units to be developed, and may seek in the future, in accordance with and subject to the provisions of the Act, to contract or expand the boundaries of the District.
Other Taxes and Assessments
The willingness and/or ability of an owner of benefited land to pay the Series 2024 Special Assessments could be affected by the existence of other taxes and assessments imposed upon such property by the District, the City, the County or any other local special purpose or general purpose governmental entities. City, County, school, special district taxes and special assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on debt, including the Series 2024 Special Assessments, collected pursuant to the Uniform Method are payable at one time. Public entities whose boundaries overlap those of the District could, without the consent of the owners of the land within the District, impose additional taxes on the property within the District. The District anticipates imposing operation and maintenance assessments encumbering the same property encumbered by the Series 2024 Special Assessments. In addition, lands within the District may also be subject to assessments by property owners' and homeowners' associations. See "THE DEVELOPMENT – Taxes, Fees and Assessments" herein for additional information.
Under Florida law, a landowner may contest the assessed valuation determined for its property that forms the basis of ad-valorem taxes such landowner must pay. During this contest period, the sale of a tax certificate under the Uniform Method will be suspended. If the Series 2024 Special Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold with respect to such Series 2024 Special Assessment, even though the landowner is not contesting the amount of the Series 2024 Special Assessment. However, Section 194.014, Florida Statutes, requires taxpayers challenging the assessed value of their property to pay all non-ad valorem assessments and at least 75% of their ad valorem taxes before they become delinquent. Likewise, taxpayers who challenge the denial of an exemption or classification or a determination that their improvements were substantially complete must pay all non-ad valorem assessments and the amount of ad valorem taxes that they admit in good faith to be owing. If a taxpayer fails to pay property taxes as set forth above, the Value Adjustment Board considering the taxpayer's challenge is required to deny such petition by written decision by April 20 of such year.
Limited Secondary Market for Series 2024 Bonds
The Series 2024 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2024 Bonds in the event an Owner thereof determines to solicit purchasers for the Series 2024 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2024 Bonds may be sold. Such price may be lower than that paid by the current Owners of the Series 2024 Bonds, depending on the progress of development of the lands within Assessment Area Two, existing real estate and financial market conditions and other factors.

Inadequacy of Series 2024 Reserve Account
Some of the risk factors discussed herein, which, if materialized, would result in a delay in the collection of the Series 2024 Special Assessments, may not adversely affect the timely payment of debt service on the Series 2024 Bonds because of the moneys on deposit in the Series 2024 Reserve Account. The ability of the Series 2024 Reserve Account to fund deficiencies caused by delinquencies in the payment of the Series 2024 Special Assessments is dependent on the amount, duration and frequency of such deficiencies. Moneys on deposit in the Series 2024 Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys in such Series 2024 Reserve Account to make up deficiencies. If the District has difficulty in collecting the Series 2024 Special Assessments, the moneys on deposit in the Series 2024 Reserve Account would be rapidly depleted and the ability of the District to pay debt service on the Series 2024 Bonds could be materially adversely affected. In addition, during an Event of Default under the Indenture, the Trustee may withdraw moneys from the Series 2024 Reserve Account and such other Funds, Accounts and subaccounts created under the Master Indenture to pay its extraordinary fees and expenses incurred in connection with such Event of Default. If in fact the Series 2024 Reserve Account is accessed for any purpose, the District does not have a designated revenue source for replenishing such account. Moreover, the District may not be permitted to re-assess real property then burdened by the Series 2024 Special Assessments in order to provide for the replenishment of the Series 2024 Reserve Account. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS – Reserve Account"
herein for more information about the Series 2024 Reserve Account.
Legal Delays
If the District should commence a foreclosure action against a landowner for nonpayment of Series 2024 Special Assessments that are not being collected pursuant to the Uniform Method, such landowner and/or its mortgagee(s) may raise affirmative defenses to such foreclosure action. Although the District expects that such affirmative defenses would likely be proven to be without merit, they could result in delays in completing the foreclosure action. In addition, the District is required under the Indenture to fund the costs of such foreclosure. It is possible that the District will not have sufficient funds and will be compelled to request the Holders of the Series 2024 Bonds to allow funds on deposit under the Indenture to be used to pay the costs of the foreclosure action. Under the Code (as defined herein), there are limitations on the amounts of proceeds from the Series 2024 Bonds that can be used for such purpose.
IRS Examination and Audit Risk
The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and local governments, including bonds issued by community development districts. In 2016, the IRS concluded its lengthy examination of certain issues of bonds (for purposes of this subsection, the "Audited Bonds") issued by Village Center Community Development District (the "Village Center CDD"). During the course of the audit of the Audited Bonds, Village Center CDD received a ruling dated May 30, 2013, in the form of a non-precedential technical advice memorandum ("TAM") concluding that Village Center CDD is not a political subdivision for purposes of Section 103(a) of the Code because Village Center CDD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or through another elected state or local government body. Such a conclusion could lead to the further conclusion that the interest on the Audited Bonds was not excludable from gross income of the owners of such bonds for federal income tax purposes. Village Center CDD received a second TAM dated June 17, 2015, which granted relief to Village Center CDD from retroactive application of the IRS's conclusion regarding its failure to qualify as a political subdivision. Prior to the conclusion of the audits, the Audited Bonds were all refunded with taxable bonds. The audit of the Audited Bonds that were issued for utility improvements were closed without change to the tax exempt status of those Audited Bonds on

April 25, 2016, and the audit of the remainder of the Audited Bonds (which funded recreational amenity acquisitions from entities related to the principal landowner in the Village Center CDD) was closed on July 14, 2016, without the IRS making a final determination that the interest on the Audited Bonds in question was required to be included in gross income. However, the IRS letter to the Village Center CDD with respect to this second set of Audited Bonds noted that the IRS found that the Village Center CDD was not a "proper issuer of tax-exempt bonds" and that those Audited Bonds were private-activity bonds that did not fall in any of the categories that qualify for tax-exemption. Although the TAMs and the letters to the Village Center CDD from the IRS referred to above are addressed to, and binding only on, the IRS and Village Center CDD in connection with the Audited Bonds, they reflect the audit position of the IRS, and there can be no assurance that the IRS would not commence additional audits of bonds issued by other community development districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14, 2016 letter to the Village Center CDD.
On February 23, 2016, the IRS published proposed regulations designed to provide prospective guidance with respect to potential private business control of issuers by providing a new definition of political subdivision for purposes of determining whether an entity is an appropriate issuer of bonds the interest on which is excluded from gross income for federal tax purposes. The proposed regulations required that a political subdivision (i) have the power to exercise at least one sovereign power, (ii) be formed and operated for a governmental purpose, and (iii) have a governing body controlled by or have significant uses of its funds or assets otherwise controlled by a government unit with all three sovereign powers or by an electorate that is not controlled by an unreasonably small number of unrelated electors. On October 4, 2017, the Treasury Department ("Treasury") announced that it would withdraw the proposed regulations, stating that, "while Treasury and the IRS continue to study the legal issues relating to political subdivisions, Treasury and the IRS currently believe that these proposed regulations should be withdrawn in their entirety, and plan to publish a withdrawal of the proposed regulations shortly in the Federal Register. Treasury and the IRS may propose more targeted guidance in the future after further study of the relevant legal issues." Notice of withdrawal of the proposed regulations was published in the Federal Register on October 20, 2017.
It has been reported that the IRS has closed audits of other community development districts in the State with no change to such districts' bonds' tax-exempt status, but has advised such districts that such districts must have public electors within the timeframe established by the applicable state law or their bonds may be determined to be taxable retroactive to the date of issuance. Pursuant to the Act, general elections are not held until the later of six years from the date of establishment of the community development district or the time at which there are at least 250 qualified electors in the district. The District, unlike Village Center CDD, was formed with the intent that it will contain a sufficient number of residents to allow for a transition to control by a general electorate. Currently, all of the members of the Board of the District were elected by the landowners and none were elected by qualified electors. The Developer will certify as to its expectations as to the timing of the transition of control of the Board of the District to qualified electors pursuant to the Act. Such certification by the Developer does not ensure that such certification shall be determinative of, or may influence the outcome of any audit by the IRS, or any appeal from such audit, that may result in an adverse ruling that the District is not a political subdivision for purposes of Section 103(a) of the Code. Further, there can be no assurance that an audit by the IRS of the Series 2024 Bonds will not be commenced. The District has no reason to believe that any such audit will be commenced, or that any such audit, if commenced, would result in a conclusion of noncompliance with any applicable State or federal law.
Owners of the Series 2024 Bonds are advised that, if the IRS does audit the Series 2024 Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the Owners of the Series 2024 Bonds may have limited rights to participate in those

proceedings. The commencement of such an audit could adversely affect the market value and liquidity of the Series 2024 Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2024 Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. Further, an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2024 Bonds would adversely affect the availability of any secondary market for the Series 2024 Bonds. Should interest on the Series 2024 Bonds become includable in gross income for federal income tax purposes, not only will Owners of Series 2024 Bonds be required to pay income taxes on the interest received on such Series 2024 Bonds and related penalties, but because the interest rate on such Series 2024 Bonds will not be adequate to compensate Owners of the Series 2024 Bonds for the income taxes due on such interest, the value of the Series 2024 Bonds may decline.
THE INDENTURE DOES NOT PROVIDE FOR ANY ADJUSTMENT IN THE INTEREST RATES ON THE SERIES 2024 BONDS IN THE EVENT OF AN ADVERSE DETERMINATION BY THE IRS WITH RESPECT TO THE TAX-EXEMPT STATUS OF INTEREST ON THE SERIES 2024 BONDS. PROSPECTIVE PURCHASERS OF THE SERIES 2024 BONDS SHOULD EVALUATE WHETHER THEY CAN OWN THE SERIES 2024 BONDS IN THE EVENT THAT THE INTEREST ON THE SERIES 2024 BONDS BECOMES TAXABLE AND/OR THE DISTRICT IS EVER DETERMINED TO NOT BE A POLITICAL SUBDIVISION FOR PURPOSES OF THE CODE AND/OR SECURITIES ACT (AS HEREINAFTER DEFINED).
Loss of Exemption from Securities Registration
The Series 2024 Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, because of the exemption for securities issued by political subdivisions. It is possible that federal or state regulatory authorities could in the future determine that the District is not a political subdivision for purposes of federal and state securities laws, including without limitation as the result of a determination by the IRS, judicial or otherwise, of the District's status for purposes of the Code. In such event, the District and purchasers of Series 2024 Bonds may not be able to rely on the exemption from registration under the Securities Act relating to securities issued by political subdivisions. In that event, the Owners of the Series 2024 Bonds would need to ensure that subsequent transfers of the Series 2024 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act and applicable state securities laws.
Federal Tax Reform
Various legislative proposals are mentioned from time to time by members of Congress of the United States of America and others concerning reform of the internal revenue (tax) laws of the United States. In addition, the IRS may, in the future, issue rulings that have the effect of challenging the interpretation of existing tax laws. Certain of these proposals and interpretations, if implemented or upheld, could have the effect of diminishing the value of obligations of states and their political subdivisions, such as the Series 2024 Bonds, by eliminating or changing the tax-exempt status of interest on such bonds. Whether any such proposals will ultimately become or be upheld as law, and if so, the effect such proposals could have upon the value of bonds such as the Series 2024 Bonds cannot be predicted. However, it is possible that any such law or interpretation could have a material and adverse effect upon the availability of a liquid secondary market and/or the value of the Series 2024 Bonds. Prospective purchasers of the Series 2024 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation. See also "TAX MATTERS" herein.

State Tax Reform
It is impossible to predict what new proposals may be presented regarding tax reform and/or community development districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. On October 31, 2014, the Auditor General of the State released a 31-page report which requests legislative action to establish parameters on the amount of bonds a community development district may issue and provide additional oversight for community development district bonds. This report renewed requests made by the Auditor General in 2011 that led to the Governor of the State issuing an Executive Order on January 11, 2012 (the "Executive Order") directing the Office of Policy and Budget in the Executive Office of the Governor ("OPB") to examine the role of special districts in the State. As of the date hereof, the OPB has not made any recommendations pursuant to the Executive Order nor has the Florida legislature passed any related legislation. It is impossible to predict with certainty the impact that any existing or future legislation will or may have on the security for the Series 2024 Bonds. It should be noted that Section 190.016(14) of the Act provides in pertinent part that "[t]he state pledges to the holders of any bonds issued under this act that it will not limit or alter the rights of the district to ... levy and collect the … assessments … and to fulfill the terms of any agreement made with the holders of such bonds … and that it will not in any way impair the rights or remedies of such holders."
Insufficient Resources or Other Factors Causing Failure to Complete Development
The cost to finish the 2024 Project will exceed the net proceeds from the Series 2024 Bonds. There can be no assurance, in the event the District does not have sufficient moneys on hand to complete the 2024 Project, that the District will be able to raise, through the issuance of additional bonds or otherwise, the moneys necessary to complete the 2024 Project. Further, the Indenture sets forth certain limitations on the issuance of additional bonds. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS – Additional Bonds" for more information.
Although the Developer will agree to fund or cause to be funded the completion of the 2024 Project regardless of the insufficiency of proceeds from the Series 2024 Bonds and will enter into a completion agreement with the District as evidence thereof, there can be no assurance that the Developer will have sufficient resources to do so. Such obligation of the Developer is an unsecured obligation[, and the Developer is a special-purpose entity whose assets consist primarily of its interest in Assessment Area Two]. See "THE DEVELOPER" herein for more information.
There are no assurances that the 2024 Project and any other remaining development work associated with Assessment Area Two will be completed. Further, there is a possibility that, even if Assessment Area Two is developed, the Builder may not close on all or any of the lots therein, and such failure to close could negatively impact the construction and sale of homes in Assessment Area Two. The Builder Contract may also be terminated by the Builder upon the occurrence or failure to occur of certain conditions set forth therein. See "THE DEVELOPMENT – The Builder and the Builder Contract" herein for more information about the Builder and the Builder Contract.
Pandemics and Other Public Health Emergencies
The COVID-19 pandemic severely impacted global financial markets, unemployment levels and commerce generally. It is possible that, in the future, the spread of epidemic or pandemic diseases and/or government health and public safety restrictions imposed in response thereto could adversely impact the District, the Developer, the timely and successful completion of the Development, the purchase of lots therein by the Builder and the construction and sale to purchasers of residential units therein. Such impacts

could include delays in obtaining development approvals, construction delays, supply chain delays, or increased costs. See also "Economic Conditions and Changes in Development Plans" and "Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.
Cybersecurity
The District relies on a technological environment to conduct its operations. The District, its agents and other third parties the District does business with or otherwise relies upon are subject to cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to such parties' digital systems for the purposes of misappropriating assets or information or causing operational disruption and damage. No assurances can be given that any such attack(s) will not materially impact the operations or finances of the District, which could impact the timely payment of debt service on the Series 2024 Bonds.
Prepayment and Redemption Risk
In addition to being subject to optional and mandatory sinking fund redemptions, the Series 2024 Bonds are subject to extraordinary mandatory redemption, including, without limitation, as a result of prepayments of the Series 2024 Special Assessments by the Developer or subsequent owners of the property within Assessment Area Two. Any such redemptions of the Series 2024 Bonds would be at the principal amount of such Series 2024 Bonds being redeemed plus accrued interest to the date of redemption. In such event, owners of the Series 2024 Bonds may not realize their anticipated rate of return on the Series 2024 Bonds and owners of any Premium Bonds (as defined herein) may receive less than the price they paid for the Series 2024 Bonds. See "DESCRIPTION OF THE SERIES 2024 BONDS – Redemption Provisions," "– Purchase of Series 2024 Bonds" and "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2024 BONDS – Prepayment of Series 2024 Special Assessments" herein for more information.
Payment of Series 2024 Special Assessments after Bank Foreclosure
In the event a bank forecloses on property because of a default on a mortgage in favor of such bank on any of the assessable lands within Assessment Area Two of the District, and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver, will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the Series 2024 Special Assessments levied on such property. In addition, the District would require the consent of the FDIC prior to commencing a foreclosure action.

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ESTIMATED SOURCES AND USES OF FUNDS

Source of Funds

Series 2024 Bonds

Par Amount	$	
[Original Issue Premium/Discount]		

Total Sources	$	

Use of Funds
Deposit to Series 2024 Acquisition and Construction Account	$	 Deposit to Series 2024 Interest Account(1)

Deposit to Series 2024 Reserve Account
Costs of Issuance, including Underwriter's Discount(2)
Total Uses	$

Interest is capitalized through at least November 1, 2025.
Costs of issuance includes, without limitation, legal fees and other costs associated with the issuance of the Series 2024 Bonds.

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

Year Ended November 1

Series 2024 Bonds Principal	Interest

Total

*
TOTAL

*	The final maturity of the Series 2024 Bonds is May 1, 20 .

THE DISTRICT
General Information
The District was established by Ordinance No. O-22-15, adopted by the City Commission of the City of Winter Haven, Florida, effective on February 28, 2022, as amended by Ordinance No. O-22-36, adopted by the City, effective on June 13, 2022, under the provisions of the Act. The District is located in the City and includes approximately 168.55 gross acres of land (the "District Lands"). The District Lands are being developed as part of a planned residential community known as "Peace Creek Reserve." See "THE DEVELOPMENT" herein for more information.
Legal Powers and Authority
The District is an independent unit of local government created pursuant to, and established in accordance with, the Act. The Act was enacted in 1980 to provide a uniform method for the establishment of independent districts to manage and finance basic community development services, including capital infrastructure required for community developments throughout the State of Florida. The Act provides legal authority for community development districts (such as the District) to finance the acquisition, construction, operation and maintenance of the major infrastructure for community development pursuant to its general law charter.
Among other provisions, the Act gives the District's Board of Supervisors the authority to, among other things, (a) finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain systems, facilities, and basic infrastructure for, among other things: (i) water management and control for lands within the District and to connect any of such facilities with roads and bridges; (ii) water supply, sewer and waste-water management, reclamation and reuse systems or any combination thereof and to construct and operate connecting intercept or outlet sewers and sewer mains and pipes and water mains, conduits, or pipelines in, along, and under any street, alley, highway, or other public place or ways, and to dispose of any effluent, residue, or other byproducts of such system or sewer system; (iii) District roads equal to or exceeding the specifications of the county in which such District roads are located and street lights, landscaping, hardscaping and undergrounding of electric utility lines;
(iv) conservation areas, mitigation areas, and wildlife habitat; (v) any other project, facility, or service required by a development approval, interlocal agreement, zoning condition, or permit issued by a governmental authority with jurisdiction in the District, and (vi) with the consent of the local general- purpose government within the jurisdiction of which the power is to be exercised, parks and facilities for indoor and outdoor recreational uses, and security; (b) borrow money and issue bonds of the District; (c) impose and foreclose special assessments liens as provided in the Act; and (d) exercise all other powers, necessary, convenient, incidental or proper in connection with any of the powers or duties of the District stated in the Act.
The Act does not empower the District to adopt and enforce any land use plans or zoning ordinances and the Act does not empower the District to grant building permits. These functions are to be performed by general purpose local governments having jurisdiction over the lands within the District.
The Act exempts all property owned by the District from levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any bondholders to pursue any remedy for enforcement of any lien or pledge of the District in connection with its bonds, including the Series 2024 Bonds.

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

Name	Title	Term Expires	
Adam Morgan*	Chairman	November 2026	
Rob Bonin*	Vice Chairman	November 2026	
Steve Greene*	Assistant Secretary	November 2028	
Carrie Dazzo*	Assistant Secretary	November 2028	
Kayla Word*	Assistant Secretary	November 2028	

*	Employee of, or affiliated with, a homebuilder within the District.
A majority of the members of the Board constitutes a quorum for the purposes of conducting its business and exercising its powers and for all other purposes. Action taken by the District shall be upon a

vote of a majority of the members present unless general law or a rule of the District requires a greater number. All meetings of the Board are open to the public under Florida's open meeting or "Sunshine" law.
The District Manager and Other Consultants
The chief administrative official of the District is the District Manager (as hereinafter defined). The Act provides that a district manager has charge and supervision of the works of the District and is responsible for preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the Act, for maintaining and operating the equipment owned by the District, and for performing such other duties as may be prescribed by the Board.
The District has retained Governmental Management Services – Central Florida, LLC, Orlando, Florida, to serve as its district manager ("District Manager"). The District Manager's office is located at 219
E. Livingston Street, Orlando, Florida 32801.
The Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, the District has employed the services of Greenberg Traurig, P.A., West Palm Beach, Florida, as Bond Counsel; Hunter Engineering, Inc., Winter Haven, Florida, as District Engineer; and Kilinski | Van Wyk PLLC, Tallahassee, Florida, as District Counsel. The Board has also retained the District Manager to serve as Methodology Consultant and to prepare the Assessment Methodology and to serve as Dissemination Agent for the Series 2024 Bonds.
Outstanding Bond Indebtedness
The District previously issued its Special Assessment Bonds, Series 2023 (Assessment Area One) (the "Series 2023 Bonds") on April 18, 2023, in the original aggregate principal amount of $12,065,000, of which $[	] was outstanding as of [  , 2024]. The Series 2023 Bonds are secured by the special assessments assigned to the lands within Assessment Area One of the District, which lands are separate and distinct from the lands within Assessment Area Two that are subject to the Series 2024 Special Assessments securing the Series 2024 Bonds.

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THE CAPITAL IMPROVEMENT PLAN AND THE 2024 PROJECT
Hunter Engineering, Inc. (the "District Engineer") prepared a report entitled Amended and Restated Engineer's Report of Capital Improvements, dated April 14, 2022 (the "Master Report"), as supplemented by the Supplemental Engineer's Report for Assessment Area Two Bonds, dated November 27, 2024 (the "Supplemental Report" and collectively with the Master Report, "Engineer's Report"). The Engineer's Report sets forth certain public infrastructure improvements necessary for the development of the 673 residential units planned for the Development (the "Capital Improvement Plan"). The District Engineer, in the Engineer's Report estimated the total cost of the Capital Improvement Plan to be approximately
$22,547,040.
Two Assessment Areas have been created within the District to facilitate the District's development and financing plans. "Assessment Area One" contains 553 platted lots, which are planned to contain single- family detached homes at buildout. The portion of the Capital Improvement Plan associated with Assessment Area One is referred to herein as the "2023 Project." The District previously issued its Series 2023 Bonds to finance a portion of the 2023 Project. See "THE DISTRICT – Outstanding Bond Indebtedness" and "THE DEVELOPMENT – Update on Assessment Area One" herein for more information.
"Assessment Area Two" contains approximately 14 acres of land, which are planned to contain 120 townhome units at buildout. The portion of the Capital Improvement Plan associated with Assessment Area One is referred to herein as the "2024 Project." The Series 2024 Bonds are being issued to finance a portion of the 2024 Project.
The District Engineer, in the Supplemental Engineer's Report, estimates the total cost of the 2024 Project to be approximately $3,791,540, as more particularly described below.

2024 Project Description	Total Costs	
Off-Site Improvements	$  150,368	
Stormwater Management	867,573	
Utilities	1,358,656	
Roadway	608,018	
Entry Feature	125,000	
Parks & Recreation	50,000	
Contingency	631,923	
Total:	$3,791,540	

Land development associated with Assessment Area Two is planned to commence in December 2024 and is expected to be completed by December 2025. A plat for the 120 lots planned within Assessment Area Two is expected to be recorded by September 2025. As of October 2024, the Developer has spent approximately $190,000 on soft costs associated with Assessment Area Two, a portion of which includes the 2024 Project. See "THE DEVELOPMENT – Development Finance Plan" and "THE DEVELOPMENT – Development Plan and Status" herein for more information.
Net proceeds of the Series 2024 Bonds will be deposited into the Series 2024 Acquisition and Construction Account and will be available in the amount of approximately $1.9 million* for the funding and/or acquisition from the Developer of a portion of the 2024 Project. The Developer will enter into a completion  agreement  that  will  obligate  the Developer  to  complete  the  2024  Project.  See

* Preliminary, subject to change.

"BONDOWNERS' RISKS - Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.
The District Engineer has indicated that all engineering permits necessary to construct the 2024 Project have been obtained or will be obtained in the ordinary course of business. In addition to the Engineer's Report, please refer to "THE DEVELOPMENT – Development Approvals" for a more detailed description of the zoning and permitting status of the Development. See "APPENDIX C: ENGINEER'S REPORT" for more information regarding the Capital Improvement Plan and the 2024 Project.
The sketch below shows the District boundaries and the location of Assessment Area Two.

[Map to come]

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ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS
The Amended and Restated Master Assessment Allocation Report for Peace Creek Community Development District, dated April 26, 2022 (the "Master Methodology"), and as supplemented by the [Preliminary Supplemental Assessment Allocation Report], dated [December 10], 2024 (the "Supplemental Methodology" and together with the Master Methodology, the "Assessment Methodology"), which allocates the Series 2024 Special Assessments to assessable lands in the District has been prepared by Governmental Management Services – Central Florida, LLC, Orlando, Florida (the "Methodology Consultant"). See "EXPERTS" herein for more information. The Assessment Methodology is included herein as APPENDIX D. Once the final terms of the Series 2024 Bonds are determined, the Supplemental Methodology will be revised to reflect such final terms. Once levied and imposed, the Series 2024 Special Assessments will be first liens on assessable lands within Assessment Area Two within the District against which they are assessed until paid or barred by operation of law, co-equal with one another and with other State taxes and assessments levied by the District and other units of government. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.
As set forth in the Assessment Methodology, the Series 2024 Special Assessments securing the Series 2024 Bonds will initially be levied on the approximately 14 acres within Assessment Area Two. As lots are platted, the Series 2024 Special Assessments will be assigned to the 120 platted townhome lots planned within Assessment Area Two on a first platted, first assigned basis, as set forth in the Assessment Methodology. See "APPENDIX D: ASSESSMENT METHODOLOGY" herein.
The estimated Series 2024 Special Assessments levied to pay debt service on the Series 2024 Bonds, along with the estimated total Series 2024 Bonds par amount allocated per unit, are expected to be as follows:

Product Type	No. of Units

Annual Series 2024 Special Assessments Per Unit*

Series 2024 Bonds Par Debt Per Unit*

Townhome	120	$1,450	$20,500

Preliminary, subject to change. [This amount will be grossed up to include early payment discounts and County collection fees.]

The District anticipates levying assessments to cover its operation and maintenance costs in an amount estimated at approximately $800 per townhome unit annually, which amount is subject to change. The land within the District has been and is expected to continue to be subject to taxes and assessments imposed by taxing authorities other than the District. The total millage rate imposed on taxable properties in the District for 2024 was approximately 18.7117 mills, which rate is subject to change in future tax years. These taxes would be payable in addition to the Series 2024 Special Assessments and any other assessments levied by the District. In addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the City, the County and the School Board of Polk County, Florida may each levy ad valorem taxes upon the land in the District. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in the current year. See "BONDOWNERS' RISKS" and "THE DEVELOPMENT – Taxes, Fees and Assessments" for more information.

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The information appearing below under the captions "THE DEVELOPMENT" and "THE DEVELOPER" has been furnished by the Developer for inclusion in this Limited Offering Memorandum and, although believed to be reliable, such information has not been independently verified by Bond Counsel, the District or its counsel, or the Underwriter or its counsel, and no persons other than the Developer make any representation or warranty as to the accuracy or completeness of such information supplied by them. The following information is provided by the Developer as a means for the prospective bondholders to understand the anticipated development plan and risks associated with the Development. The Developer is not guaranteeing payment of the Series 2024 Bonds or the Series 2024 Special Assessments.
THE DEVELOPMENT
General
The District Lands contain approximately 168.55+/- gross acres located in the City of Winter Haven within Polk County, Florida, and are being developed as a 673-unit residential community to be known as "Peace Creek Reserve" (the "Development"). The Development is generally located in southeast Winter Haven, on the east side of County Road 653, approximately 2.65 miles south of Eloise Loop Road.
The Development is close to two major transportation arteries in the region, Cypress Gardens Boulevard and Lake Ruby Drive. The surrounding area is a densely populated infill area with a range of housing options, from entry-level to higher-end homes in the area of southern Winter Haven's interconnected chain of lakes. The immediate area has numerous retail establishments and businesses, most notably the regional headquarters of State Farm. Major employers in the area include State Farm and LEGOLAND.
The Development is centrally located between Tampa and Orlando, between U.S. Highway 17 and
U.S. Highway 27, with access to Interstate-4. Residents of the Development will have access to Central Florida attractions such as Walt Disney World Resort and LEGOLAND Florida. Due to its close proximity to Tampa and Orlando, the Development serves as a "bedroom community" to those markets, offering price points substantially below that of similarly sized homes in those markets. Set forth below is a map which depicts the location of the Development.

Two Assessment Areas have been created within the District to facilitate the District's development and financing plans. "Assessment Area One" contains 553 platted lots, which are planned to contain single- family detached homes at buildout. The portion of the Capital Improvement Plan associated with Assessment Area One is referred to herein as the "2023 Project." Lennar Homes, LLC ("Lennar Homes"), is serving as the developer and homebuilder for Assessment Area One. The District previously issued its Series 2023 Bonds to finance a portion of the 2023 Project. See " – Update on Assessment Area One" herein for more information.
"Assessment Area Two" contains approximately 14 acres of land, which are planned to contain 120 townhome units at buildout. The portion of the Capital Improvement Plan associated with Assessment Area One is referred to herein as the "2024 Project." See "THE CAPITAL IMPROVEMENT PLAN AND THE 2024 PROJECT" herein for more information. The Series 2024 Bonds are being issued to finance a portion of the 2024 Project.
The Series 2024 Bonds will be secured by the Series 2024 Special Assessments, which will initially be levied on approximately 14 acres of land within Assessment Area Two. As lots are platted, the Series 2024 Special Assessments will be assigned to the 120 townhome lots planned for Assessment Area Two on a first platted, first assigned basis as set forth in the Assessment Methodology attached hereto. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein for more
information.
653TH LLC, a Florida limited liability company (the "Developer"), is the sole landowner and developer within Assessment Area Two. The Developer has entered into a contract with D.R. Horton, Inc., a Delaware corporation ("Horton" or the "Builder") for the sale of all 120 townhome lots planned for Assessment Area Two to be delivered in two takedowns upon development completion (the "Builder Contract"). See "THE DEVELOPER" herein and " – The Builder Contract and the Builder" below for more information.
The target customers for units within Assessment Area Two are primarily first-time homebuyers and move-up homebuyers. The size of the townhomes within Assessment Area Two will be approximately 1,464 square feet, with starting price points ranging from approximately $274,000 to $278,000. See " ‒ Residential Product Offerings" herein for more information.
Update on Assessment Area One
The District previously issued its Series 2023 Bonds to finance a portion of the 2023 Project. The 2023 Project is complete, and all 553 single-family lots planned for Assessment Area One have been developed and platted. As of September 30, 2024, approximately 316 homes had closed with end users and an additional 40 homes within Assessment Area One were under contract pending closing. Lennar Homes is the sole homebuilder for Assessment Area One.
Land Acquisition and Finance Plan
The Developer acquired the land within Assessment Area Two in July 2021 for a purchase price of approximately $800,000. There are currently no mortgages on the lands within Assessment Area Two.
The Developer estimates the total land development costs associated with Assessment Area Two to be approximately $[3.5 million], including the 2024 Project and other hard and soft costs. As of October 2024, approximately $190,000 has been spent toward soft costs associated with Assessment Area Two, a portion of which includes the 2024 Project. Net proceeds of the Series 2024 Bonds will be deposited into the Series 2024 Acquisition and Construction Account and will be available in the amount of approximately

$1.9 million* for the funding and/or acquisition from the Developer of a portion of the 2024 Project. The Developer will enter into a completion agreement that will obligate the Developer to complete the 2024 Project. See "BONDOWNERS' RISKS - Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.
Development Plan and Status
Land development associated with Assessment Area Two is planned to commence in December 2024 and is expected to be completed by December 2025, at which point lots deliveries to the Builder will commence in accordance with the Builder Contract. Sales and vertical construction are expected to commence shortly thereafter. A plat for the 120 lots planned within Assessment Area Two is expected to be recorded by September 2025.
Home closings are anticipated to commence by [February 2027]. It is anticipated that approximately 60 to 70 residential units will close with homebuyers per annum until buildout. This anticipated absorption is based upon estimates and assumptions made by the Developer that are inherently uncertain, though considered reasonable by the Developer, and are subject to significant business, economic, and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the Developer. As a result, there can be no assurance such absorption rate will occur or be realized in the time frame anticipated.
The Builder and Builder Contract
The Developer has entered into a Lot Purchase Agreement dated October 16, 2024 (the "Builder Contract") with D.R. Horton, Inc., a Delaware corporation ("D.R. Horton" or the "Builder"), for the sale of all 120 developed townhome lots planned for Assessment Area Two, in a series of two takedowns. The Builder Contract provides for a purchase price of $60,000 per lot for the first 60 lots purchased and $64,200 per lot for the remaining 60 lots purchased, for an aggregate base purchase price of approximately
$7,452,000.
The Builder Contract provides for the initial closing of 60 townhome lots to occur ten (10) days after the later of (i) the substantial completion date or (ii) the date that the Builder delivers a notice of suitability, as set forth in the Builder Contract. The Builder Contract provides for a second closing on the remaining 60 townhome lots nine months thereafter. The Developer expects that the initial closing will occur in the [fourth quarter of 2025 / first quarter of 2026].
The Builder has made [an initial deposit of $25,000] [and will make an additional deposit of
$695,000 following the expiration of its inspection period, which is expected to occur on 	, 2024]. [Provided the Builder does not terminate the Builder Contract prior to the expiration of the inspection period,] the deposit [may be] released to the Developer upon the satisfaction of certain conditions, including the recording of a mortgage in favor of the Builder on the lands within Assessment Area Two. The deposit will be applied pro-rata against lot takedown prices. The Builder's obligations under the Builder Contract are subject to the Developer satisfying certain development obligations. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.
D.R. Horton is a Delaware corporation whose stock trades on the New York Stock Exchange under the symbol DHI. D.R. Horton is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements, and other information with the SEC. The SEC file number for D.R. Horton is No-1-14122. Such reports, proxy statements, and other information can be

Preliminary, subject to change.

inspected and copied at the Public Reference Section of the SEC, Room 100 F Street, N.E., Washington
D.C. 20549 and at the SEC's internet website at http://www.sec.gov. Copies of such materials can be obtained by mail from the Public Reference Section of the SEC at prescribed rates. All documents subsequently filed by D.R. Horton 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.
Neither the Builder nor any entities listed herein are guaranteeing payment of the Series 2024 Bonds or the Series 2024 Special Assessments.
Residential Product Offerings
The target customers for units within Assessment Area Two are first-time homebuyers, move-up homebuyers and other homebuyers. Below is a summary of the expected types of units and price points for units in Assessment Area Two.

Product Type	Square Footage		Beds/Baths		Price Points	

Townhomes

Development Approvals	1,464		3 Bedrooms, 2.5 Baths		$274,000 to $278,000	
[The land within the District, including, without limitation, the land within Assessment Area Two, is zoned to allow for the contemplated residential uses described herein. All permits have been received by jurisdictional agencies to allow for the development contemplated herein or are reasonably expected to be received in the ordinary course.]
See "BONDOWNERS' RISK ‒ Regulatory and Environmental Risks" herein for more information regarding permitting and other regulatory risks.
Environmental
A Phase I Environmental Site Assessment dated June 2021 (the "ESA") has been prepared covering the land within Assessment Area Two. The ESA revealed no recognized environmental conditions in connection with Assessment Area Two. See "BONDOWNERS' RISK ‒ Regulatory and Environmental Risks" herein for more information regarding potential environmental risks.
Amenities
The Development contains an approximately 2.0-acre community site with an approximately 1,315-square foot clubhouse, swimming pool, tot lot, various recreation fields and dog park (collectively, the "Amenity"), which will be available to all residents of the District. Construction of the Amenity is complete at a total approximate cost of $1.5 million.
Utilities
Potable water, wastewater treatment and reclaimed wastewater (reuse services) for the Development are expected to be provided by the City. Electric power is expected to be provided by Duke Energy. Cable and internet services will be provided by Hotwire. All utility services are available to the Development.

Taxes, Fees and Assessments
As set forth in the Assessment Methodology, the Series 2024 Special Assessments securing the Series 2024 Bonds will initially be levied on the approximately 14 acres within Assessment Area Two. As lots are platted, the Series 2024 Special Assessments will be assigned to the 120 platted townhome lots planned within Assessment Area Two on a first platted, first assigned basis, as set forth in the Assessment Methodology. See "APPENDIX D: ASSESSMENT METHODOLOGY" herein.
The estimated Series 2024 Special Assessments levied to pay debt service on the Series 2024 Bonds, along with the estimated total Series 2024 Bonds par amount allocated per unit, are expected to be as follows:

Product Type	No. of Units

Annual Series 2024 Special Assessments Per Unit*

Series 2024 Bonds Par Debt Per Unit*

Townhome	120	$1,450	$20,500

Preliminary, subject to change. [This amount will be grossed up to include early payment discounts and County collection fees.]

The District anticipates levying assessments to cover its operation and maintenance costs in an amount estimated at approximately $800 per townhome unit annually, which amount is subject to change. In addition, residents will be required to pay homeowners' association fees, which are currently expected to be approximately $   per month per residential unit, which amount is subject to change. The land within the District has been and is expected to continue to be subject to taxes and assessments imposed by taxing authorities other than the District. The total millage rate imposed on taxable properties in the District for 2024 was approximately 18.7117 mills, which rate is subject to change in future tax years. These taxes would be payable in addition to the Series 2024 Special Assessments and any other assessments levied by the District. In addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the City, the County and the School Board of Polk County, Florida may each levy ad valorem taxes upon the land in the District. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in the current year.
Education
The public schools for children residing in the Development are expected to be Chain of Lakes Elementary School, Bartow Middle School and Bartow Senior High School, which are located approximately 1.5 miles, 11 miles, and 11 miles from the Development, respectively, and which were rated A, C and C, respectively, by the Florida Department of Education in 2024. The School Board of Polk County may change school boundaries from time to time and there is no requirement that students residing in the Development be permitted to attend the schools which are closest to the Development.
Competition
The Development is located in southeastern Winter Haven and is expected to compete with projects in the Winter Haven area, including [Villamar, Eagle Landing, Seasons at Vista Del Lago, Ranches at Lake Mcleod, Squires Grove, Leomas Landing.]
The information under this heading does not purport to list all of the existing or planned communities in the area of the Development, but rather provide a list of those that the Developer feels pose primary competition to the Development.

Developer Agreements
The Developer will enter into a completion agreement that will obligate the Developer to complete any portions of the 2024 Project not funded with proceeds of the Series 2024 Bonds.
In addition, the Developer will execute and deliver to the District a Collateral Assignment and Assumption of Development Rights (the "Collateral Assignment"), pursuant to which 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, development rights relating the 2024 Project. Notwithstanding such Collateral Assignment, in the event the District forecloses on the lands subject to the Series 2024 Special Assessments as a result of the Developer's or subsequent landowners' failure to pay such assessments, there is a risk that the District will not have all permits and entitlements necessary to complete the 2024 Project or the development of Assessment Area Two.
The Developer will also enter into a True-Up Agreement in connection with its obligations to pay true-up payments in the event that debt levels remaining on unplatted lands in Assessment Area Two increase above the maximum debt levels set forth in the Assessment Methodology. See "APPENDIX D: ASSESSMENT METHODOLOGY" herein for additional information regarding the "true-up mechanism."
Each of the obligations of the Developer set forth above is an unsecured obligation [and the Developer is a special-purpose entity whose assets consist primarily of its interests in Assessment Area Two]. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" and "THE DEVELOPER" herein for more information regarding the Developer.
THE DEVELOPER
653TH LLC, a Florida limited liability company (the "Developer"), is the sole landowner and developer within Assessment Area Two. The Developer was formed on May 11, 2021, and its sole member is Center State Development 2, LLC ("Center State 2") and its sole manager is Center State Development, LLC ("Center State"). Center State 2 and Center State are managed by RJA Land and Development, LLC, a Florida limited liability company, owned by Robert J. Adams, and HRB Land Investments, LLC, a Florida limited liability company, owned by Harold R. Baxter, whose biographies are provided below.]
Robert J. ("Bob") Adams has been in the real estate development industry for over twenty years. In 1996, he founded Highland Holdings, Inc., a Florida corporation, in Lakeland, Florida, with D. Joel Adams, operating under the name Highland Homes. Highland Homes built more than 10,000 homes throughout the Central Florida region. In 2019, Highland Homes was sold to Clayton Properties, Inc., a Berkshire Hathaway subsidiary. Mr. Adams holds an MBA from University of North Carolina and is a State certified general contractor.
Harold ("Reggie") Baxter is a State certified building contractor, with a long background in homebuilding and land development. Mr. Baxter began by building roof trusses and then moved on to selling and factoring, before becoming an owner of Buckeye Truss and Mid-Florida Framing, Inc., one of the State's largest residential and commercial framing businesses He then started Center Pointe Homes, LLC, a homebuilding company, and Mid-Florida Development Services, Inc., which owns and develops current and former citrus groves into residential communities, with over 19 communities developed to date. Mr. Baxter was formerly on the board of the Community Redevelopment Agency for the City of Eagle Lake and the Polk County Planning Commission, as well as the National Republican Congressional Committee for the Business Advisory Council. Starting in March 2016, he has also worked with Standard Sand & Silica Co. as its Director of Real Estate for all properties owned by the company, which includes over 4,000 acres between Orlando and Tampa.

Neither the Developer nor any of the other entities listed above are guaranteeing payment of the Series 2024 Bonds or the Series 2024 Special Assessments. None of the entities listed herein, other than the Developer, has entered into any agreements in connection with the issuance of the Series 2024 Bonds.
TAX MATTERS
General
The Internal Revenue Code of 1986, as amended (the "Code"), includes requirements that the District must continue to meet after the issuance of the Series 2024 Bonds in order that the interest on the Series 2024 Bonds be and remain excludable from gross income for federal income tax purposes. The District's failure to meet these requirements may cause the interest on the Series 2024 Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2024 Bonds. The District has covenanted in the Indenture to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Series 2024 Bonds.
In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming the accuracy of certain representations and certifications and continuing compliance by the District with the tax covenants referred to above, under existing statutes, regulations, rulings, and court decisions, the interest on the Series 2024 Bonds is excludable from gross income of the holders thereof for federal income tax purposes; and, further, interest on the Series 2024 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. In the case of the alternative minimum tax imposed by Section 55(b)(2) of the Code on applicable corporations (as defined in Section 59(k) of the Code), interest on the Series 2024 Bonds is not excluded from the determination of adjusted financial statement income. Bond Counsel is further of the opinion that the Series 2024 Bonds and the interest thereon are not subject to taxation under the laws of the State, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income, or profits on debt obligations owned by corporations as defined in said Chapter 220. Bond Counsel will express no opinion as to any other tax consequences regarding the Series 2024 Bonds. Prospective purchasers of the Series 2024 Bonds should consult their own tax advisors as to the status of interest on the Series 2024 Bonds under the tax laws of any state other than the State.
The above opinion on federal tax matters with respect to the Series 2024 Bonds will be based on and will assume the accuracy of certain representations and certifications of the District and the Developer, and compliance with certain covenants of the District to be contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2024 Bonds will be and will remain obligations the interest on which is excludable from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of those certifications and representations. Bond Counsel will express no opinion as to any other consequences regarding the Series 2024 Bonds.
Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the receipt or accrual of the interest on the Series 2024 Bonds, or the ownership or disposition of the Series 2024 Bonds. Prospective purchasers of Series 2024 Bonds should be aware that the ownership of Series 2024 Bonds may result in other collateral federal tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2024 Bonds, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by the applicable statutory percentage of certain items, including the interest on the Series 2024 Bonds, (iii) the inclusion of the interest on the Series 2024 Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (iv) the inclusion of the interest on the Series 2024 Bonds in the passive income subject to federal income taxation of certain Subchapter S

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

Owners of Discount and Premium Bonds should consult their own tax advisers as to the determination for federal income tax purposes of the amount of OID or bond premium properly accruable in any period with respect to the Discount or Premium Bonds and as to other federal tax consequences, and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income.
Changes in Federal and State Tax Law
From time to time, there are legislative proposals suggested, debated, introduced, or pending in Congress or in the State legislature that, if enacted into law, could alter or amend one or more of the federal tax matters, or state tax matters, respectively, described above including, without limitation, the excludability from gross income of interest on the Series 2024 Bonds, or adversely affect the market price or marketability of the Series 2024 Bonds, or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would affect the Series 2024 Bonds. Prospective purchasers of the Series 2024 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation.
Information Reporting and Backup Withholding
Interest paid on tax-exempt bonds such as the Series 2024 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Series 2024 Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of Series 2024 Bonds, under certain circumstances, to "backup withholding" at the rates set forth in the Code, with respect to payments on the Series 2024 Bonds and proceeds from the sale of Series 2024 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2024 Bonds. This withholding generally applies if the owner of Series 2024 Bonds (i) fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Series 2024 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding.
AGREEMENT BY THE STATE
Under the Act, the State of Florida pledges to the holders of any bonds issued thereunder, including the Series 2024 Bonds, that it will not limit or alter the rights of the District to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees, and other charges provided for in the Act and to fulfill the terms of any agreement made with the holders of such bonds and that it will not in any way impair the rights or remedies of such holders.
LEGALITY FOR INVESTMENT
The Act provides that bonds are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political subdivision of the State of Florida, and constitute securities which may be deposited by banks or trust companies as security for

deposits of state, county, municipal or other public funds, or by insurance companies as required or voluntary statutory deposits.
SUITABILITY FOR INVESTMENT
In accordance with applicable provisions of Florida law, the Series 2024 Bonds may initially be sold by the District only to "accredited investors" within the meaning of Chapter 517, Florida Statutes and the rules promulgated thereunder. The limitation of the initial offering to accredited investors does not denote restrictions on transfers in any secondary market for the Series 2024 Bonds. Investment in the Series 2024 Bonds poses certain economic risks. No dealer, broker, salesperson or other person has been authorized by the District or the Underwriter to give any information or make any representations, other than those contained in this Limited Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing.
ENFORCEABILITY OF REMEDIES
The remedies available to the Owners of the Series 2024 Bonds upon an Event of Default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the Series 2024 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2024 Bonds will be qualified as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery.
LITIGATION
The District
There is no litigation of any nature now pending or, to the knowledge of the District threatened, against the District seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series 2024 Bonds, or in any way contesting or affecting (i) the validity of the Series 2024 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, (ii) the pledge or application of any moneys or security provided for the payment of the Series 2024 Bonds, (iii) the existence or powers of the District or (iv) the validity of the Assessment Proceedings.
The Developer
There is no litigation of any nature now pending or, to the knowledge of the Developer, threatened, which could reasonably be expected to have a material and adverse effect upon the completion of the 2024 Project, the District's Capital Improvement Plan or the development of the lands in Assessment Area Two of the District as described herein, materially and adversely affect the ability of the Developer to pay the Series 2024 Special Assessments imposed against the land within the District owned by the Developer or materially and adversely affect the ability of the Developer to perform its various obligations described in this Limited Offering Memorandum.
CONTINGENT FEES
The District has retained Bond Counsel, District Counsel, the District Engineer, the District Manager/Methodology 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 Series 2024 Bonds. Except for the payment of certain fees to District Counsel, the District Engineer and the District Manager, the payment of fees of the other professionals is each contingent upon the issuance of the Series 2024 Bonds.
NO RATING
No application for a rating for the Series 2024 Bonds has been made to any rating agency, nor is there any reason to believe that an investment grade rating for the Series 2024 Bonds would have been obtained if application had been made.
EXPERTS
The Engineer's Report attached as APPENDIX C to this Limited Offering Memorandum has been prepared by Hunter Engineering, Inc., Winter Haven, Florida, the District Engineer. APPENDIX C should be read in its entirety for complete information with respect to the subjects discussed therein. Governmental Management Services – Central Florida, LLC, Orlando, Florida, as Methodology Consultant, has prepared the Assessment Methodology set forth as APPENDIX D attached hereto. APPENDIX D should be read in its entirety for complete information with respect to the subjects discussed therein. The District Engineer and the Methodology Consultant have consented to the inclusion of their reports in this Limited Offering Memorandum.
FINANCIAL INFORMATION
This District will covenant in the Disclosure Agreement (as defined below), the proposed form of which is set forth in APPENDIX F hereto, to provide its annual audited financial statements to certain information repositories as described in APPENDIX F, commencing with the audit for the District fiscal year ended September 30, 2024. Attached hereto as APPENDIX E is a copy of the District's audited financial statements for the District's fiscal year ended September 30, 2023, as well as the District's unaudited monthly financial statements for the period ended September 30, 2024. Such financial statements, including the auditor's report included within the audited financial statements, have been included in this Limited Offering Memorandum as public documents and consent from the auditor was not requested. Further, the auditors have not performed any services related to, and therefore are not associated with, the preparation of this Limited Offering Memorandum. The Series 2024 Bonds are not general obligation bonds of the District and are payable solely from the Series 2024 Pledged Revenues.
By the end of the first full fiscal year after its creation, each community development district in Florida must have a separate website with certain information as set forth in Section 189.069, F.S., including, without limitation, the district's proposed and final budgets and audit. Additional information regarding the District's website is available from the District Manager at the address set forth under "THE DISTRICT – The District Manager and Other Consultants."
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Section 517.051, Florida Statutes, and the regulations promulgated thereunder requires that the District make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served only as a conduit issuer such as industrial development or private activity bonds issued on behalf of private business). The District is not and has never been in default as to principal or interest on its bonds or other debt obligations since December 31, 1975. See "LITIGATION – The Developer" for information regarding certain prior bankruptcy filings by the Developer.

CONTINUING DISCLOSURE
The District and the Developer will enter into the Continuing Disclosure Agreement (the "Disclosure Agreement"), the proposed form of which is set forth in the attached APPENDIX F, for the benefit of the Series 2024 Bondholders (including owners of beneficial interests in such Bonds), to provide certain financial information and operating data relating to the District and the Development and the occurrence of certain enumerated material events by certain dates prescribed in the Disclosure Agreement (the "Reports") with the Municipal Securities Rulemaking Board ("MSRB") through the MSRB's Electronic Municipal Market Access system. The specific nature of the information to be contained in the Reports is set forth in "APPENDIX F: PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT."
Under certain circumstances, the failure of the District or the Developer or any other future obligated party to comply with their obligations under the Disclosure Agreement constitutes an event of default thereunder. Such a default will not constitute an Event of Default under the Indenture, but such event of default under the Disclosure Agreement would allow the Series 2024 Bondholders (including owners of beneficial interests in the Series 2024 Bonds) to bring an action for specific performance.
The District has previously entered into a continuing disclosure undertaking pursuant to Rule 15c2- 12, promulgated under the Securities Exchange Act of 1934, as amended (the "Rule"), with respect to its Series 2023 Bonds. A review of filings made pursuant to such prior undertaking indicates that certain filings were not timely made and that timely notice of such late filings was not always provided. The District will appoint the District Manager as the dissemination agent in the Disclosure Agreement and anticipates satisfying all future disclosure obligations required pursuant to the Disclosure Agreement.
[The Developer has not previously entered into any continuing disclosure obligations pursuant to the Rule.] The Developer anticipates satisfying all future disclosure obligations required pursuant to the Disclosure Agreement.
UNDERWRITING
FMSbonds, Inc. (the "Underwriter") has agreed, pursuant to a contract with the District, subject to certain conditions, to purchase the Series 2024 Bonds from the District at a purchase price of
$	 (par amount of the Series 2024 Bonds, [plus/less an original issue premium/discount of
$	 and] less an Underwriter's discount of $	). The Underwriter's obligations are subject to certain conditions precedent and, upon satisfaction or waiver of such conditions precedent, the Underwriter will be obligated to purchase all of the Series 2024 Bonds if any Series 2024 Bonds are purchased.
The Underwriter intends to offer the Series 2024 Bonds to accredited investors at the offering prices set forth on the cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The Series 2024 Bonds may be offered and sold to certain dealers, banks and others at prices lower than the initial offering prices, and such initial offering prices may be changed from time to time by the Underwriter.
VALIDATION
Bonds issued pursuant to the terms of the Master Indenture have been validated by a judgment of the Circuit Court of the Tenth Judicial Circuit Court of Florida in and for Polk County, Florida, rendered on June 28, 2022. The period of time during which an appeal can be taken has expired with no appeal being filed.

LEGAL MATTERS
Certain legal matters related to the authorization, sale and delivery of the Series 2024 Bonds are subject to the approval of Greenberg Traurig, P.A., West Palm Beach, Florida, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, GrayRobinson, P.A. Tampa, Florida. Certain legal matters will be passed upon for the District by its counsel, Kilinski | Van Wyk PLLC, Tallahassee, Florida. Certain legal matters will be passed upon for the Developer by its counsel, Johnson Pope Bokor Ruppel & Burns, LLP, Tampa, Florida.
Bond Counsel's opinions included herein are based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date of delivery of the Series 2024 Bonds. Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or the courts; rather, such opinions represent Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinions.

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MISCELLANEOUS
Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized.
The references herein to the Series 2024 Bonds and other documents referred to herein are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and reference is made to such documents for full and complete statements of such provisions.
This Limited Offering Memorandum is submitted in connection with the limited offering of the Series 2024 Bonds and may not be reproduced or used, as a whole or in part, for any other purpose. This Limited Offering Memorandum is not to be construed as a contract with the purchaser or the Beneficial Owners of any of the Series 2024 Bonds.

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

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

By: 	
Chairperson, Board of Supervisors

APPENDIX A

COPY OF MASTER INDENTURE AND PROPOSED FORM OF SECOND SUPPLEMENTAL INDENTURE

APPENDIX B

PROPOSED FORM OF OPINION OF BOND COUNSEL

APPENDIX C ENGINEER'S REPORT

APPENDIX D ASSESSMENT METHODOLOGY

APPENDIX E

DISTRICT'S FINANCIAL STATEMENTS

APPENDIX F

PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT

EXHIBIT C
FORM OF CONTINUING DISCLOSURE AGREEMENT

DRAFT-1
GrayRobinson, P.A. November 27, 2024

CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (this "Disclosure Agreement") dated as of [	], 2024 is executed and delivered by the Peace Creek Community Development District (the "Issuer" or the "District"), 653TH, LLC, a Florida limited liability company (the "Developer"), and Governmental Management Services – Central Florida, LLC, a Florida limited liability company, as Dissemination Agent (as defined herein) in connection with the Issuer's Special Assessment Bonds, Series 2024 (Assessment Area Two) (the "Bonds"). The Bonds are secured pursuant to a Master Trust Indenture dated as of March 1, 2023 (the "Master Indenture") and a Second Supplemental Trust Indenture dated as of [December] 1, 2024 (the "Second Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each entered into by and between the Issuer and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in Fort Lauderdale, Florida, as trustee (the "Trustee"). The Issuer, the Developer and the Dissemination Agent covenant and agree as follows:
Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, the Developer and the Dissemination Agent for the benefit of the Beneficial Owners (as defined herein) of the Bonds and to assist the Participating Underwriter (as defined herein) of the Bonds in complying with the Rule (as defined herein). The Issuer has no reason to believe that this Disclosure Agreement does not satisfy the requirements of the Rule and the execution and delivery of this Disclosure Agreement is intended to comply with the Rule. To the extent it is later determined by a court of competent jurisdiction, a governmental regulatory agency, or an attorney specializing in federal securities law, that the Rule requires the Issuer or other Obligated Person (as defined herein) to provide additional information, the Issuer and each Obligated Person agree to promptly provide such additional information.
The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture with respect to reports, filings and notifications provided for therein, and do not in any way relieve the Issuer, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the Issuer, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law.
Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Indenture. The following capitalized terms as used in this Disclosure Agreement shall have the following meanings:
"Annual Filing Date" means the date set forth in Section 3(a) hereof by which the Annual Report is to be filed with each Repository.
"Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i)(A) of the Rule and specified in Section 4(a) of this Disclosure Agreement.
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

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

"EMMA Compliant Format" shall mean a format for any document provided to the MSRB (as hereinafter defined) which is in an electronic format and is accompanied by identifying information, all as prescribed by the MSRB.
"Financial Obligation" means a (a) debt obligation, (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) guarantee of an obligation or instrument described in either clause (a) or (b). Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.
"Fiscal Year" shall mean the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law.
"Limited Offering Memorandum" shall mean that Limited Offering Memorandum dated [	], 2024, prepared in connection with the issuance of the Bonds.
"Listed Events" shall mean any of the events listed in Section 6(a) of this Disclosure Agreement.
"MSRB" means the Municipal Securities Rulemaking Board.
"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s) who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities), which person(s) shall include the Issuer, and for the purposes of this Disclosure Agreement, the Developer for so long as such Developer or its affiliates, successors or assigns (excluding residential homebuyers who are end users) are the owners of District Lands responsible for payment of at least [  ]% of the Assessments.
"Participating Underwriter" shall mean FMSbonds, Inc.
"Quarterly Filing Date" shall mean for the quarter ending: (i) March 31, each May 1; (ii) June 30, each August 1; (iii) September 30, each November 1; and (iv) December 31, each February 1 of the following year. The first Quarterly Filing Date shall be [	 1, 2025].
"Quarterly Report" shall mean any Quarterly Report provided by any Obligated Person (other than the Issuer) pursuant to, and as described in, Section 5 of this Disclosure Agreement.
"Repository" shall mean each entity authorized and approved by the SEC (as hereinafter defined) from time to time to act as a repository for purposes of complying with the Rule. The Repositories approved by the SEC may be found by visiting the SEC's website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure submissions through its EMMA web portal. As used herein, "Repository" shall include the State Repository, if any.

"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same has and may be amended from time to time.
"SEC" means the Securities and Exchange Commission. "State" shall mean the State of Florida.
"State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purposes of the Rule.
Provision of Annual Reports.
Subject to the following sentence, the Issuer shall provide the Annual Report to the Dissemination Agent no later than March 31st following the close of the Issuer's Fiscal Year (the "Annual Filing Date"), commencing with the Annual Report for the Fiscal Year ending September 30, 2025, which shall be due no later than March 31, 2026. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report, and may be submitted in accordance with State law, which currently requires such Audited Financial Statements to be provided up to, but no later than, nine (9) months after the close of the Issuer's Fiscal Year (the "Audited Financial Statements Filing Date"). The Issuer shall file its Audited Financial Statements for the Fiscal Year ended September 30, 2024 on or before June 30, 2025. The Issuer shall, or shall cause the Dissemination Agent to, provide to the Repository the components of an Annual Report which satisfies the requirements of Section 4(a) of this Disclosure Agreement within thirty (30) days after same becomes available, but in no event later than the Annual Filing Date or Audited Financial Statements Filing Date, if applicable. If the Issuer's Fiscal Year changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 6.
If on the fifteenth (15th) day prior to each Annual Filing Date or the Audited Financial Statements Filing Date, as applicable, the Dissemination Agent has not received a copy of the Annual Report or Audited Financial Statements, as applicable, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be via email) to remind the Issuer of its obligation to provide the Annual Report or Audited Financial Statements, as applicable, pursuant to Section 3(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report or the Audited Financial Statements, as applicable, in accordance with Section 3(a) above, or (ii) advise the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report or Audited Financial Statements, as applicable, within the times required under this Disclosure Agreement, state the date by which the Annual Report or the Audited Financial Statements for such year, as applicable, will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 6(a)(xvii) has occurred and to immediately send a notice to the Repository in substantially the form attached hereto as Exhibit A.

If the Dissemination Agent has not received an Annual Report by 12:00 noon on the first (1st) Business Day following the Annual Filing Date for the Annual Report or the Audited Financial Statements by 12:00 noon on the first (1st) Business Day following the Audited Financial Statements Filing Date for the Audited Financial Statements, then a Listed Event as described in Section 6(a)(xvii) shall have occurred and the Dissemination Agent shall immediately send a notice to the Repository in substantially the form attached as Exhibit A.
The Dissemination Agent shall:
determine each year prior to the Annual Filing Date the name, address and filing requirements of the Repository; and
promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Issuer stating that the Annual Report or Audited Financial Statements has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing all Repositories with which it was filed.
All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an EMMA Compliant Format.
Content of Annual Reports.
Each Annual Report shall be in the form set in Schedule A attached hereto and shall contain the following Annual Financial Information with respect to the Issuer:
All fund balances in all Funds, Accounts and subaccounts for the Bonds and the total amount of Bonds Outstanding, in each case as of December 31st following the end of the most recent prior Fiscal Year.
The method by which Assessments are being levied (whether on- roll or off-roll) and the amounts being levied by each method in the Assessment Area for the current Fiscal Year, and a copy of the assessment roll (on roll and off roll) for the Assessments certified for collection in the Assessment Area for the current Fiscal Year.
The method by which Assessments were levied (whether on-roll or off-roll) and the amounts levied by each method in the Assessment Area for the most recent prior Fiscal Year.
The amount of Assessments collected in the Assessment Area from the property owners during the most recent prior Fiscal Year.
If available, the amount of delinquencies in the Assessment Area greater than one hundred fifty (150) days, and, in the event that delinquencies amount to more than ten percent (10%) of the amounts of the Assessments due in any year, a list of delinquent property owners.

If available, the amount of tax certificates sold for lands within the Assessment Area, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year.

current Fiscal Year.

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

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

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

quarter. quarter. (cumulative).

Lot Ownership Information
The number of lots owned by the Developer.
The number of lots owned by the Builder.
The number of lots owned by homebuyers.
Lot Status Information
The number of lots developed.
The number of lots platted.
Home Sales Status Information
The number of homes sold (but not closed) with homebuyers during

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

applicable, (2) the number of lots planned to be developed, (3) permits/approvals, and (4) existing mortgage debt of the Obligated Person or the incurrence of new mortgage debt by the Obligated Person since the date hereof.
Any sale, assignment or transfer of ownership of lands by the Obligated Person to a third party which will in turn become an Obligated Person hereunder.
If an Obligated Person sells, assigns or otherwise transfers ownership of real property in the Assessment Area (a "Transferor Obligated Person") to a third party (a "Transferee"), which will in turn be an Obligated Person for purposes of this Disclosure Agreement as a result thereof (a "Transfer"), the Transferor Obligated Person hereby agrees to use its best efforts to contractually obligate such Transferee to agree to comply with the disclosure obligations of an Obligated Person hereunder for so long as such Transferee is an Obligated Person hereunder, to the same extent as if such Transferee were a party to this Disclosure Agreement (an "Assignment"). The Transferor Obligated Person shall notify the District and the Dissemination Agent in writing of any Transfer within five (5) Business Days of the occurrence thereof. Nothing herein shall be construed to relieve the Developer from its obligations hereunder except to the extent a written Assignment from a Transferee is obtained and delivered to the Dissemination Agent and then only to the extent of such Assignment.

Reporting of Listed Events.
This Section 6 shall govern the giving of notices of the occurrence of any of the following Listed Events:
Principal and interest payment delinquencies;
Non-payment related defaults, if material;
Unscheduled draws on the Series 2024 Reserve Account reflecting

financial difficulties; difficulties;* perform;*

Unscheduled draws on credit enhancements reflecting financial

Substitution of credit or liquidity providers, or their failure to

Adverse tax opinions, the issuance by the Internal Revenue Service

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

Bonds, if material;

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

or any Obligated Person (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer or any Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer or any Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer or any Obligated Person);

* Not applicable to the Bonds at their date of issuance.

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

If the Dissemination Agent has been instructed by the Issuer to report the occurrence of a Listed Event, the Dissemination Agent shall immediately file a notice of such occurrence with each Repository.
Termination of Disclosure Agreement. This Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds.
Dissemination Agent. Upon termination of the Dissemination Agent's services as Dissemination Agent, whether by notice of the Issuer or the Dissemination Agent, the Issuer agrees to appoint a successor Dissemination Agent or, alternatively, agrees to assume all responsibilities of Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. If at any time there is not any other designated Dissemination Agent, the District shall be deemed to be the Dissemination Agent. The initial Dissemination Agent shall be Governmental Management Services – Central Florida, LLC. The acceptance of such designation is evidenced by the execution of this Disclosure Agreement by a duly authorized signatory of Governmental Management Services – Central Florida, LLC. Governmental Management Services – Central Florida, LLC, may terminate its role as Dissemination Agent at any time upon delivery of sixty
(60) days prior written notice to the District and each Obligated Person. The District may terminate the agreement hereunder with the Dissemination Agent at any time upon delivery of sixty (60) days prior written notice to the Dissemination Agent and each Obligated Person.
Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, acceptable to the Issuer, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule.
Notwithstanding the above provisions of this Section 9, no amendment to the provisions of Section 5(b) hereof may be made without the consent of each Obligated Person, if any.
Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Default. In the event of a failure of the Issuer, the Disclosure Representative, any Obligated Person or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Beneficial Owners of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and receipt of indemnity satisfactory to the Trustee, shall), or any beneficial owner of a Bond may

take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer, the Disclosure Representative, any Obligated Person or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement by any Obligated Person shall not be deemed a default by the Issuer hereunder and no default hereunder shall be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer, the Disclosure Representative, any Obligated Person, or a Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.
Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement between the District, the Developer and such Dissemination Agent. The Dissemination Agent shall have no obligation to notify any other party hereto of an event that may constitute a Listed Event. The District, each Obligated Person and the Disclosure Representative covenant that they will supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The District, each Obligated Person and the Disclosure Representative acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, Obligated Person(s), the Disclosure Representative and others. The Dissemination Agent's duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the District, any Obligated Person or the Disclosure Representative as thereafter disseminated by the Dissemination Agent. Any filings under this Disclosure Agreement made to the MSRB through EMMA shall be in an EMMA Compliant Format.
Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Developer, the Dissemination Agent, the Trustee, the Participating Underwriter and the Owners of the Bonds (the Dissemination Agent, the Trustee, Participating Underwriter and Owners of the Bonds being hereby deemed express third party beneficiaries of this Disclosure Agreement), and shall create no rights in any other person or entity.
Tax Roll and Budget. Upon the request of the Dissemination Agent, the Trustee or any Bondholder, the Issuer, through its District Manager, if applicable, agrees to provide such party with a certified copy of its most recent tax roll provided to the Polk County Tax Collector and the Issuer's most recent adopted budget.
Governing Law. The laws of the State of Florida and Federal law shall govern this Disclosure Agreement and venue shall be any state or federal court having jurisdiction in Polk County, Florida.
Counterparts. This Disclosure Agreement may be executed in several counterparts and each of which shall be considered an original and all of which shall constitute but one and the same instrument. A scanned copy of the signatures delivered in a PDF format may be relied upon as if the original had been received.

Trustee Cooperation. The Issuer represents that the Dissemination Agent is a bona fide agent of the Issuer and the Issuer instructs the Trustee to deliver to the Dissemination Agent at the expense of the Issuer, any information or reports readily available to and in the possession of the Trustee that the Dissemination Agent requests in writing.
Binding Effect. This Disclosure Agreement shall be binding upon each party to this Disclosure Agreement and upon each successor and assignee of each party to this Disclosure Agreement and shall inure to the benefit of, and be enforceable by, each party to this Disclosure Agreement and each successor and assignee of each party to this Disclosure Agreement. Notwithstanding the foregoing, as to the Developer or any assignee or successor thereto that becomes an Obligated Person pursuant to the terms of this Disclosure Agreement, only successors or assignees to such parties who are, by definition, Obligated Persons, shall be bound or benefited by this Disclosure Agreement.
[Signature Page Follows]

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

[SEAL]

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT, AS ISSUER AND OBLIGATED PERSON

ATTEST:
By:		
	, Secretary

By: 	
Adam Morgan, Chairperson Board of Supervisors

653TH, LLC, AS OBLIGATED PERSON

By: 	 Name: 	 Title: 	

GOVERNMENTAL MANAGEMENT SERVICES – CENTRAL FLORIDA, LLC, and
its successors and assigns, AS DISSEMINATION AGENT

By: 	 Name: 	 Title: 	

CONSENTED TO AND AGREED TO BY:
DISTRICT MANAGER
GOVERNMENTAL MANAGEMENT SERVICES – CENTRAL FLORIDA, LLC, AS DISTRICT MANAGER
By: 	 Name: 	 Title: 	

Acknowledged and agreed to for purposes of Sections 11, 13 and 17 only:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE
By: 	 Name: 	 Title: 	

EXHIBIT A

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

Name of Issuer:	Peace Creek Community Development District
Name of Bond Issue:	$[	]  original  aggregate  principal  amount  of  Special
Assessment Bonds, Series 2024 (Assessment Area Two)

Obligated Person(s):	Peace Creek Community Development District;
	.

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

Dated: 	
	, as Dissemination Agent By: 		
Name: 	
Title: 	

cc:	Issuer Trustee

SCHEDULE A

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

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

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

$ Certified
On Roll	$	
Off Roll	$	
TOTAL	$	
Attach to Report the following:

On Roll ‒ Copy of certified assessment roll for the District's current Fiscal Year
Off Roll ‒ List of folios for all off roll Assessments, together with annual Assessment assigned to each folio
For the immediately ended Bond Year, provide the levy and collection information

Total Levy	$ Levied	$ Collected	
On Roll	$		$		
Off Roll	$		$		
TOTAL			
If available, the amount of delinquencies in the Assessment Area greater than one hundred fifty
(150) days, and, in the event that delinquencies amount to more than ten percent (10%) of the amount of the Assessments due in any year, a list of delinquent property owners

If available, the amount of tax certificates sold for lands within the Assessment Area, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year

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

EXHIBIT D
FORM OF SECOND SUPPLEMENTAL TRUST INDENTURE

703427365v4

SECOND SUPPLEMENTAL TRUST INDENTURE

BETWEEN

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

Dated as of January 1, 2025

Authorizing and Securing
$	
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2025 (ASSESSMENT AREA TWO)

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS	3
ARTICLE II THE SERIES 2025 BONDS	9
SECTION 2.01.	Amounts and Terms of Series 2025 Bonds; Issue of Series 2025 Bonds	9
SECTION 2.02.	Execution	9
SECTION 2.03.	Authentication	9
SECTION 2.04.	Purpose, Designation and Denominations of, and Interest
Accruals on, the Series 2025 Bonds.	9
SECTION 2.05.	Details of the Series 2025 Bonds	10
SECTION 2.06.	Disposition of Series 2025 Bond Proceeds	11
SECTION 2.07.	Book-Entry Form of Series 2025 Bonds	11
SECTION 2.08.	Appointment of Registrar and Paying Agent	12
SECTION 2.09.	Conditions Precedent to Issuance of the Series 2025 Bonds	12
ARTICLE III REDEMPTION OF SERIES 2025 BONDS	14
SECTION 3.01.	Redemption Dates and Prices	14
SECTION 3.02.	Notice of Redemption	16
ARTICLE IV ESTABLISHMENT OF CERTAIN FUNDS, ACCOUNTS AND SUBACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SPECIAL ASSESSMENT LIENS	17
SECTION 4.01.	Establishment of Certain Funds, Accounts and Subaccounts	17
SECTION 4.02.	Series 2025 Revenue Account	20
SECTION 4.03.	Power to Issue Series 2025 Bonds and Create Lien	21
SECTION 4.04.	2025 Project to Conform to Consulting Engineers Report	22
SECTION 4.05.	Prepayments; Removal of the Series 2025 Special Assessment
Liens.	22
ARTICLE V COVENANTS AND DESIGNATIONS OF THE ISSUER	24
SECTION 5.01.	Collection of Series 2025 Special Assessments	24
SECTION 5.02.	Continuing Disclosure	24
SECTION 5.03.	Investment of Funds, Accounts and Subaccounts	24
SECTION 5.04.	Additional Obligations	24
SECTION 5.05.	Acknowledgement Regarding Series 2025 Acquisition and
Construction Account Moneys Following an Event of Default	25
ARTICLE VI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR	26
SECTION 6.01.	Acceptance of Trust	26
SECTION 6.02.	Trustee’s Duties	26
SECTION 6.03.	Brokerage Confirmations	26
ARTICLE VII MISCELLANEOUS PROVISIONS	27
SECTION 7.01.	Interpretation of Second Supplemental Indenture	27
i

SECTION 7.02.	Amendments	27
SECTION 7.03.	Appendices and Exhibits	27
SECTION 7.04.	Payment Dates	27
SECTION 7.05.	No Rights Conferred on Others	27
SECTION 7.06.	Patriot Act Requirements of the Trustee	27
SECTION 7.07.	Counterparts and Electronically Signed and/or Transmitted
Signatures	27
EXHIBIT A	DESCRIPTION OF THE 2025 Project EXHIBIT B	FORM OF SERIES 2025 BOND EXHIBIT C	FORMS OF REQUISITIONS EXHIBIT D	FORM OF INVESTOR LETTER

THIS SECOND SUPPLEMENTAL TRUST INDENTURE (the “Second Supplemental Indenture”), dated as of January 1, 2025 between the PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT (together with its successors and assigns, the “Issuer”), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in Fort Lauderdale, Florida, as trustee (said banking corporation and any bank or trust company becoming successor trustee under this Second Supplemental Indenture being hereinafter referred to as the “Trustee”);
W I T N E S E T H:
WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), by Ordinance No. O-22-15 enacted by the City Commission of the City of Winter Haven, Florida (the “City”), on February 28, 2022, as amended by Ordinance No. O-22-36 enacted by the City on June 13, 2022; and
WHEREAS, the premises governed by the Issuer, as described more fully in the Ordinance, consisting of approximately 168.55 acres of land (herein, the “District Lands” or “District”), are located entirely within the incorporated area of the City; and
WHEREAS, the Issuer has been created for the purpose of delivering certain community development services and facilities for the benefit of the District Lands; and
WHEREAS, the Issuer has determined to undertake, in one or more phases, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of the assessable District Lands; and
WHEREAS, the Issuer has previously adopted Resolution No. 2022-34 on March 29, 2022, authorizing the issuance of not to exceed $28,000,000 in aggregate principal amount of its special assessment bonds in one or more series (the “Bonds”) to finance all or a portion of the design, acquisition and construction costs of certain improvements pursuant to the Act for the special benefit of the District Lands or portions thereof and approving the form of and authorizing the execution and delivery of a master trust indenture and supplemental indenture; and
WHEREAS, pursuant to that certain Master Trust Indenture dated as of March 1, 2023 (the “Master Indenture”) and this Second Supplemental Indenture dated the same, both by and between the Issuer and the Trustee, the Issuer proposes to issue its herein defined Series 2025 Bonds; and
WHEREAS, to the extent not constructed by the Issuer, 653TH, LLC, a Florida limited liability company (the “Developer”) and as the developer of a portion of the residential community comprised of townhomes located within Assessment Area Two (as herein defined) within the District will construct all of the public infrastructure necessary to serve a portion of the residential community referred to as “Peace Creek Reserve,” as described herein (herein, the “Development”); and

WHEREAS, the public infrastructure as described on Exhibit A necessary for the development of a portion of the Development is herein referred to as the “2025 Project,” which will be financed with a portion of the net proceeds of the Series 2025 Bonds (as defined below); and
WHEREAS, the Issuer has determined to issue a Series of Bonds, designated as the Peace Creek Community Development District Special Assessment Bonds, Series 2025 (Assessment Area Two) (the “Series 2025 Bonds”), pursuant to the Master Indenture and this Second Supplemental Indenture (hereinafter sometimes collectively referred to as the “Indenture”); and
WHEREAS, in the manner provided herein, the net proceeds of the Series 2025 Bonds will be used to provide funds for (i) the Costs of acquiring and/or constructing a portion of the 2025 Project, (ii) funding interest on the Series 2025 Bonds through at least November 1, 2025; (iii) the funding of the Series 2025 Reserve Account in an amount equal to the initial Series 2025 Reserve Requirement, and (iv) the payment of the costs of issuance of the Series 2025 Bonds; and
WHEREAS, the Series 2025 Bonds will be secured by a pledge of Series 2025 Pledged Revenues (as hereinafter defined) to the extent provided herein.
NOW,	THEREFORE,	THIS	SECOND	SUPPLEMENTAL	INDENTURE
WITNESSETH, that to provide for the issuance of the Series 2025 Bonds, the security and payment of the principal or redemption price thereof (as the case may be) and interest thereon, the rights of the Bondholders and the performance and observance of all of the covenants contained herein and in said Series 2025 Bonds, and for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Series 2025 Bonds by the Owners thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer does hereby assign, transfer, set over and pledge to U.S. Bank Trust Company, National Association, as Trustee, its successors in trust and its assigns forever, and grants a lien on all of the right, title and interest of the Issuer in and to the Series 2025 Pledged Revenues as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series 2025 Bonds issued hereunder, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:
TO HAVE AND TO HOLD the same and any other revenues, property, contracts or contract rights, accounts receivable, chattel paper, instruments, general intangibles or other rights and the proceeds thereof, which may, by delivery, assignment or otherwise, be subject to the lien created by the Indenture with respect to the Series 2025 Bonds.
IN TRUST NEVERTHELESS, for the equal and ratable benefit and security of all present and future Owners of the Series 2025 Bonds issued and to be issued under this Second Supplemental Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise specifically provided in this Second Supplemental Indenture) of any one Series 2025 Bond over any other Series 2025 Bond, all as provided in the Indenture.
PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal or redemption price of the Series 2025 Bonds issued, secured and Outstanding hereunder and the interest due or

to become due thereon, at the times and in the manner mentioned in such Series 2025 Bonds and the Indenture, according to the true intent and meaning thereof and hereof, and the Issuer shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this Second Supplemental Indenture and the rights hereby granted shall cease and terminate, otherwise this Second Supplemental Indenture to be and remain in full force and effect.
ARTICLE I DEFINITIONS
In this Second Supplemental Indenture capitalized terms used without definition shall have the meanings ascribed thereto in the Master Indenture and, in addition to certain terms defined in the recitals above, the following terms shall have the meanings specified below, unless otherwise expressly provided or unless the context otherwise requires:
“Acquisition Agreement” shall mean the acquisition agreement by and between the Issuer and the Developer.
“Arbitrage Certificate” shall mean that certain Arbitrage Certificate, including arbitrage rebate covenants, of the Issuer, dated the date of delivery of the Series 2025 Bonds, relating to certain restrictions on arbitrage under the Code with respect to the Series 2025 Bonds.
“Assessment Area Two” shall mean a designated area within the District which will be subject to the Series 2025 Special Assessments.
“Assessment Resolutions” shall mean Resolution No. 2022-27, Resolution No. 2022-28, Resolution No. 2022-37, Resolution No. 2022-41, Resolution No. 2022-44 and Resolution 2025-
05 of the Issuer adopted on March 9, 2022, March 9, 2022, April 26, 2022, June 28, 2022, August 23, 2022 and December 10, 2024, respectively, as amended and supplemented from time to time.
“Authorized Denomination” shall mean, with respect to the Series 2025 Bonds, on the date of issuance, in the denominations of $5,000 and any integral multiple thereof provided, however, if any initial beneficial owner does not purchase at least $100,000 of the Series 2025 Bonds at the time of initial delivery of the Series 2025 Bonds, such beneficial owner must either execute and deliver to the Underwriter on the date of delivery of the Series 2025 Bonds the investor letter substantially in the form attached hereto as Exhibit D or otherwise establish to the satisfaction of the Underwriter that such Beneficial Owner is an “accredited investor,” as described in Rule 501(a) under Regulation D of the Securities Act of 1933, as amended.
“Bond Resolution” shall mean, collectively, (i) Resolution No. 2022-34 of the Issuer adopted on March 29, 2022, pursuant to which the Issuer authorized the issuance of not exceeding
$28,000,000 aggregate principal amount of its Bonds to finance the construction or acquisition of public infrastructure within the District, and (ii) Resolution No. 2025-04 of the Issuer adopted on December 10, 2024, pursuant to which the Issuer authorized, among other things, the issuance of the Series 2025 Bonds in an aggregate principal amount of not to exceed $5,000,000 to finance a portion of the acquisition and/or construction of the 2025 Project, specifying the details of the

Series 2025 Bonds and awarding the Series 2025 Bonds to the purchasers of the Series 2025 Bonds pursuant to the parameters set forth herein.
“Bonds” shall mean the Issuer’s Special Assessments Bonds issued pursuant to the Master Indenture.
“Collateral Assignment” shall mean one or more instruments executed by the Developer and the Primary Landowner in favor of the Issuer whereby all of the Project Documents and other material documents necessary to complete at least the portion of the Development (comprising all of the development planned for the 2025 Project) are collaterally assigned as security for the Landowners’ obligation to pay the Series 2025 Special Assessments imposed against lands within the District owned by the Landowners from time to time.
“Consulting Engineer” shall mean Hunter Engineering, Inc. and its successors. “Continuing Disclosure Agreement” shall mean the Continuing Disclosure Agreement for
the benefit of the owners of the Series 2025 Bonds, dated the date of delivery of the Series 2025 Bonds, by and among the Issuer, the dissemination agent named therein, the Developer joined by the other parties named therein, in connection with the issuance of the Series 2025 Bonds.
“Developer” shall mean 653TH, LLC, a Florida limited liability company, as the developer of Phase 4 of the Development comprised of 120 single family units.
“District Manager” shall mean Governmental Management Services - Central Florida, LLC and its successors and assigns.
“Indenture” shall mean collectively, the Master Indenture and this Second Supplemental Indenture.
“Interest Payment Date” shall mean May 1 and November 1 of each year, commencing May 1, 2025, and any other date the principal on the Series 2025 Bonds is paid, including any Quarterly Redemption Date.
“Majority Holders” means the beneficial owners of more than fifty percent (50%) of the Outstanding principal amount of the Series 2025 Bonds.
“Master Indenture” shall mean the Master Trust Indenture, dated as of March 1, 2023, by and between the Issuer and the Trustee, as supplemented and amended with respect to matters pertaining solely to the Master Indenture or the Series 2025 Bonds (as opposed to supplements or amendments relating to any Series of Bonds other than the Series 2025 Bonds as specifically defined in this Second Supplemental Indenture).
“Paying Agent” shall mean U.S. Bank Trust Company, National Association, and its successors and assigns as Paying Agent hereunder.
“Prepayment” shall mean the payment by any owner of property within Assessment Area Two within the District of the amount of the Series 2025 Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date, including optional prepayments. The term “Prepayment” also means any proceeds received as a result of accelerating and/or foreclosing

the Series 2025 Special Assessments or as a result of a true-up payment. “Prepayments” shall include, without limitation, Series 2025 Prepayment Principal.
“Quarterly Redemption Date” shall mean February 1, May 1, August 1, and November 1 of any calendar year.
“Redemption Price” shall mean the principal amount of any Series 2025 Bond payable upon redemption thereof pursuant to this Second Supplemental Indenture.
“Registrar” shall mean U.S. Bank Trust Company, National Association and its successors and assigns as Registrar hereunder.
“Regular Record Date” shall mean the fifteenth (15th) day (whether or not a Business Day) of the calendar month next preceding an Interest Payment Date or the date on which the principal of a Bond is to be paid including a Quarterly Redemption Date.
“Release Conditions #1” shall mean collectively (i) all lots in Assessment Area Two have been developed, platted and conveyed to homebuilders, as certified by the District Manager in writing and upon which the Trustee may conclusively rely, and (ii) there shall be no Events of Default under the Master Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.
“Release Conditions #2” shall mean collectively (i) satisfaction of Release Conditions #1,
(ii) all homes subject to the Series 2025 Special Assessments have received a certificate of occupancy, (iii) all of the principal portion of the Series 2025 Special Assessments has been assigned to such homes, and (iv) there shall be no Events of Default under the Master Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.
“Series 2025 Acquisition and Construction Account” shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this Second Supplemental Indenture.
“Series 2025 Bond Redemption Account” shall mean the Series 2025 Bond Redemption Account established as a separate Account within the Bond Redemption Fund pursuant to Section 4.01(g) of this Second Supplemental Indenture.
“Series 2025 Bonds” shall mean the $	 aggregate principal amount of Peace Creek Community Development District Special Assessment Bonds, Series 2025 (Assessment Area Two), to be issued as fully registered Bonds in accordance with the provisions of the Master Indenture and this Second Supplemental Indenture, and secured and authorized by the Master Indenture and this Second Supplemental Indenture.
“Series 2025 Costs of Issuance Account” shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this Second Supplemental Indenture.

“Series 2025 General Redemption Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2025 Bond Redemption Account pursuant to Section 4.01(g) of this Second Supplemental Indenture.
“Series 2025 Interest Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(d) of this Second Supplemental Indenture .
“Series 2025 Optional Redemption Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2025 Bond Redemption Account pursuant to Section 4.01(g) of this Second Supplemental Indenture.
“Series 2025 Pledged Revenues” shall mean (a) all revenues received by the Issuer from the Series 2025 Special Assessments levied and collected on the assessable lands within Assessment Area Two within the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2025 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2025 Special Assessments, and (b) all moneys on deposit in the Funds, Accounts and subaccounts established under the Indenture created and established with respect to or for the benefit of the Series 2025 Bonds; provided, however, that Series 2025 Pledged Revenues shall not include (A) any moneys transferred to the Series 2025 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2025 Costs of Issuance Account of the Acquisition and Construction Fund, and (C) “special assessments” levied and collected by the Issuer under Section
190.022 of the Act for maintenance purposes or “maintenance assessments” levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso).
“Series 2025 Prepayment Principal” shall mean the portion of a Prepayment corresponding to the principal amount of Series 2025 Special Assessments being prepaid pursuant to Section 4.05 of this Second Supplemental Indenture or as a result of an acceleration of the Series 2025 Special Assessments pursuant to Section 170.10, Florida Statutes, if such Series 2025 Special Assessments are being collected through a direct billing method.
“Series 2025 Prepayment Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2025 Bond Redemption Account pursuant to Section 4.01(g) of this Second Supplemental Indenture.
“Series 2025 Principal Account” shall mean the account so designated, established as a separate account within the Debt Service Fund pursuant to Section 4.01(c) of this Second Supplemental Indenture.
“Series 2025 Rebate Fund” shall mean the Fund so designated, established pursuant to Section 4.01(j) of this Second Supplemental Indenture.
“Series 2025 Reserve Account” shall mean the Series 2025 Reserve Account established as a separate Account within the Debt Service Reserve Fund pursuant to Section 4.01(f) of this Second Supplemental Indenture.

“Series 2025 Reserve Requirement” or “Reserve Requirement” shall mean an amount initially equal to the maximum annual debt service with respect to the initial principal amount of the Series 2025 Bonds determined on the date of issue. Upon satisfaction of the Release Conditions #1, the Series 2025 Reserve Requirement shall be reduced to an amount equal to fifty percent (50%) of the maximum annual debt service with respect to the then Outstanding principal amount of the Series 2025 Bonds. Upon satisfaction of the Release Conditions #2, the Series 2025 Reserve Requirement shall be reduced to an amount equal to ten percent (10%) of the maximum annual debt service with respect to the then Outstanding principal amount of the Series 2025 Bonds. If a portion of the Series 2025 Bonds are redeemed pursuant to Section 3.01(b)(i) or Section 3.01(b)(iii), the Reserve Requirement shall be reduced to the maximum annual debt service of the Series 2025 Bonds after taking into account such extraordinary mandatory redemption (prior to satisfaction of the Release Conditions #1 or Release Conditions #2) or fifty percent (50%) after satisfaction of the Release Conditions #1 or ten percent (10%) after satisfaction of the Release Conditions #2 of the maximum annual debt service of the Series 2025 Bonds after taking into account such extraordinary mandatory redemption. Any amount in the Series 2025 Reserve Account may, upon final maturity or redemption of all Outstanding Series 2025 Bonds be used to pay principal of and interest on the Series 2025 Bonds at that time. The initial Series 2025 Reserve Requirement shall be equal to $	.
“Series 2025 Revenue Account” shall mean the Account so designated, established as a separate Account within the Revenue Fund pursuant to Section 4.01(b) of this Second Supplemental Indenture.
“Series 2025 Sinking Fund Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(e) of this Second Supplemental Indenture.
“Series 2025 Special Assessments” shall mean the Special Assessments levied on the assessable lands within the District as a result of the Issuer’s acquisition and/or construction of the 2025 Project, corresponding in amount to the debt service on the Series 2025 Bonds and designated as such in the methodology report relating thereto.
“Substantially Absorbed” means the date at least 90% of the principal portion of the Series 2025 Special Assessments have been assigned to residential units within Assessment Area Two within the District that have received certificates of occupancy.
“2025 Project” shall mean the public infrastructure generally described on Exhibit A attached hereto, a portion of which will be financed with a portion of the proceeds of the Series 2025 Bonds. The 2025 Project consists of Phase 4 which will be constructed by the Developer.
“Underwriter” shall mean FMSbonds, Inc., the underwriter of the Series 2025 Bonds.
The words “hereof,” “herein,” “hereto,” “hereby,” and “hereunder” (except in the form of Series 2025 Bonds), refer to the entire Indenture.
Every “request,” “requisition,” “order,” “demand,” “application,” “notice,” “statement,” “certificate,” “consent,” or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by the Chairperson or

Vice Chairperson and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or Responsible Officer of the Issuer.
All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.
[END OF ARTICLE I]

ARTICLE II
THE SERIES 2025 BONDS
SECTION 2.01.  Amounts and Terms of Series 2025 Bonds; Issue of Series 2025 Bonds. No Series 2025 Bonds may be issued under this Second Supplemental Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture.
The total principal amount of Series 2025 Bonds that may be issued under this Second Supplemental Indenture is expressly limited to $	. The Series 2025 Bonds shall be numbered consecutively from R-1 and upwards.
Any and all Series 2025 Bonds shall be issued substantially in the form attached hereto as Exhibit B, with such appropriate variations, omissions and insertions as are permitted or required by the Indenture and with such additional changes as may be necessary or appropriate to conform to the provisions of the Bond Resolution. The Issuer shall issue the Series 2025 Bonds upon execution of this Second Supplemental Indenture and satisfaction of the requirements of Section 3.01 of the Master Indenture; and the Trustee shall, at the Issuer’s request, authenticate such Series 2025 Bonds and deliver them as specified in the request.
SECTION 2.02.   Execution. The Series 2025 Bonds shall be executed by the Issuer as set forth in the Master Indenture.
SECTION 2.03.  Authentication. The Series 2025 Bonds shall be authenticated as set forth in the Master Indenture. No Series 2025 Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture.
SECTION 2.04.  Purpose, Designation and Denominations of, and Interest Accruals on, the Series 2025 Bonds.
The Series 2025 Bonds are being issued hereunder in order to provide funds
(i) for the payment of the Costs of acquiring and/or constructing a portion of the 2025 Project, (ii) to fund the Series 2025 Reserve Account in an amount equal to the initial Series 2025 Reserve Requirement; (iii) funding interest on the Series 2025 Bonds through at least November 1, 2025, and (iv) to pay the costs of issuance of the Series 2025 Bonds. The Series 2025 Bonds shall be designated “Peace Creek Community Development District Special Assessment Bonds, Series 2025 (Assessment Area Two),” and shall be issued as fully registered bonds without coupons in Authorized Denominations.
The Series 2025 Bonds shall be dated as of the date of initial delivery. Regularly scheduled interest on the Series 2025 Bonds shall be payable on each May 1 and November 1 Interest Payment Date to maturity or prior redemption. Interest on the Series 2025 Bonds shall be payable from the most recent Interest Payment Date next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a May 1 or November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to May 1, 2025, in which case from the date of initial delivery or unless the date of authentication thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date.

Except as otherwise provided in Section 2.07 of this Second Supplemental Indenture in connection with a book entry only system of registration of the Series 2025 Bonds, the principal or Redemption Price of the Series 2025 Bonds shall be payable in lawful money of the United States of America at the designated corporate trust office of the Paying Agent upon presentation of such Series 2025 Bonds. Except as otherwise provided in Section 2.07 of this Second Supplemental Indenture in connection with a book entry only system of registration of the Series 2025 Bonds, the payment of interest on the Series 2025 Bonds shall be made on each Interest Payment Date to the Owners of the Series 2025 Bonds by check or draft drawn on the Paying Agent and mailed on the applicable Interest Payment Date to each Owner as such Owner appears on the Bond Register maintained by the Registrar as of the close of business on the Regular Record Date, at his address as it appears on the Bond Register. Any interest on any Series 2025 Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter called “Defaulted Interest”) shall be paid to the Owner in whose name the Series 2025 Bond is registered at the close of business on a special record date (“Special Record Date”) to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage-prepaid, to each Owner of record as of the fifth (5th) day prior to such mailing, at his address as it appears in the Bond Register not less than ten (10) days prior to such Special Record Date. The foregoing notwithstanding, any Owner of Series 2025 Bonds in an aggregate principal amount of at least
$1,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Paying Agent, upon requesting the same in a writing received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in a writing delivered by the Owner to the Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date.
SECTION 2.05.	Details of the Series 2025 Bonds.
The Series 2025 Bonds will mature on May 1 in the years and in the principal amounts, and bear interest at the rates as set forth below, subject to the right of prior redemption in accordance with their terms.
Year	Amount	Interest Rate
*
*
*

*Term Bonds
Interest on the Series 2025 Bonds will be computed in all cases on the basis of a 360 day year of twelve 30 day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by the Series 2025 Bonds on the day before the default occurred.

SECTION 2.06.   Disposition of Series 2025 Bond Proceeds. From the net proceeds of the Series 2025 Bonds received by the Trustee in the amount of $	.
$	 derived from the net proceeds of the Series 2025 Bonds shall be deposited in the Series 2025 Interest Account;
$	 derived from the net proceeds of the Series 2025 Bonds (which is an amount equal to the initial Series 2025 Reserve Requirement) shall be deposited in the Series 2025 Reserve Account of the Debt Service Reserve Fund;
$	 derived from the net proceeds of the Series 2025 Bonds shall be deposited into the Series 2025 Costs of Issuance Account of the Acquisition and Construction Fund for payment of the costs of issuing the Series 2025 Bonds; and
$	 representing the balance of the net proceeds of the Series 2025 Bonds shall be deposited in the Series 2025 Acquisition and Construction Account which the Issuer shall cause to be applied in accordance with Article V of the Master Indenture, Section 4.01(a) of this Second Supplemental Indenture and the terms of the Acquisition Agreement.
SECTION 2.07.  Book-Entry Form of Series 2025 Bonds. The Series 2025 Bonds shall be issued as one fully registered bond for each maturity of Series 2025 Bonds and deposited with The Depository Trust Company (“DTC”), New York, New York, which is responsible for establishing and maintaining records of ownership for its participants.
As long as the Series 2025 Bonds are held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes hereof and in the Master Indenture. DTC shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants (“Direct Participants”) and other institutions that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”). The Direct Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Series 2025 Bonds (“Beneficial Owners”).
Principal and interest on the Series 2025 Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to Direct Participants shall be the responsibility of DTC. Payments by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants and not of DTC, the Trustee or the Issuer.
Individuals may purchase beneficial interests in Authorized Denominations in book-entry- only form, without certificated Series 2025 Bonds, through Direct Participants and Indirect Participants.
During the period for which Cede & Co. is registered owner of the Series 2025 Bonds, any notices to be provided to any Beneficial Owner will be provided to Cede & Co. DTC shall be responsible for notices to Direct Participants and Direct Participants shall be responsible for

notices to Indirect Participants, and Direct Participants and Indirect Participants shall be responsible for notices to Beneficial Owners.
The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the Issuer in accordance with the procedures of DTC. In the event of such termination, the Issuer shall select another securities depository and in that event, all references herein to DTC or Cede & Co., shall be deemed to be for reference to such successor. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Series 2025 Bonds in the form of fully registered Series 2025 Bonds in accordance with the instructions from Cede & Co.
In the event DTC, any successor of DTC or the Issuer, but only in accordance with the procedures of DTC, elects to discontinue the book-entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Series 2025 Bonds may be exchanged for an equal aggregate principal amount of Series 2025 Bonds in other Authorized Denominations upon surrender thereof at the designated corporate trust office of the Trustee.
SECTION 2.08.   Appointment of Registrar and Paying Agent. The Issuer shall keep, at the designated corporate trust office of the Registrar, books (the “Bond Register”) for the registration, transfer and exchange of the Series 2025 Bonds, and hereby appoints U.S. Bank Trust Company, National Association, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. U.S. Bank Trust Company, National Association hereby accepts its appointment as Registrar and its duties and responsibilities as Registrar hereunder. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges.
The Issuer hereby appoints U.S. Bank Trust Company, National Association as Paying Agent for the Series 2025 Bonds. U.S. Bank Trust Company, National Association hereby accepts its appointment as Paying Agent and its duties and responsibilities as Paying Agent hereunder.
SECTION 2.09.  Conditions Precedent to Issuance of the Series 2025 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2025 Bonds, all the Series 2025 Bonds shall be executed by the Issuer for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the further receipt by the Trustee of:
Certified copies of the Assessment Resolutions;
Executed originals or copies of the Master Indenture and this Second Supplemental Indenture;
An opinion of Counsel to the District in the form required by the Master
Indenture;

A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2025 Bonds, the Issuer will not be in default in the performance of the terms and provisions of the Master Indenture or this Second Supplemental Indenture;
An opinion of Bond Counsel; and
A copy of the Collateral Assignment.
Receipt by the Trustee of the net proceeds from the initial sale of the Series 2025 Bonds shall constitute conclusive evidence of the fulfillment of the conditions precedent for the issuance of the Series 2025 Bonds set forth in this Section 2.09 to the satisfaction of the Issuer and the Underwriter.

[END OF ARTICLE II]

ARTICLE III REDEMPTION OF SERIES 2025 BONDS
SECTION 3.01.  Redemption Dates and Prices. The Series 2025 Bonds shall be subject to redemption at the times and in the manner provided in Article VIII of the Master Indenture and in this Article III. All payments of the Redemption Price of the Series 2025 Bonds shall be made on the dates hereinafter required. Except as otherwise provided in this Section 3.01, if less than all the Series 2025 Bonds are to be redeemed pursuant to an extraordinary mandatory redemption, the Trustee shall select the Series 2025 Bonds or portions of the Series 2025 Bonds to be redeemed pursuant to Section 8.04 of the Master Indenture. Partial redemptions of Series 2025 Bonds shall be made in such a manner that the remaining Series 2025 Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Series 2025 Bond.
The Series 2025 Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the Redemption Price of the Series 2025 Bonds shall be made on the dates specified below.
Optional Redemption. The Series 2025 Bonds may, at the option of the Issuer, provided written notice hereof has been sent to the Trustee at least forty-five (45) days prior to the redemption date (unless the Trustee will accept less than forty-five (45) days’ notice), be called for redemption prior to maturity as a whole or in part, at any time, on or after November 1, 203X (less than all Series 2025 Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of Series 2025 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date from moneys on deposit in the Series 2025 Optional Redemption Subaccount of the Series 2025 Bond Redemption Account. If such optional redemption shall be in part, the Issuer shall select such principal amount of Series 2025 Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Series 2025 Bonds is substantially level.
Extraordinary Mandatory Redemption in Whole or in Part. The Series 2025 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (other than in the case of clause (i) below which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2025 Bonds to be redeemed, plus interest accrued to the redemption date, as follows:
from Series 2025 Prepayment Principal deposited into the Series 2025 Prepayment Subaccount of the Series 2025 Bond Redemption Account (taking into account the credit from the Series 2025 Reserve Account pursuant to Section 4.05 hereof) following a Prepayment in whole or in part of the Series 2025 Special Assessments on any assessable property within Assessment Area Two within the District in accordance with the provisions of Section 4.05 of this Second Supplemental Indenture.
from moneys, if any, on deposit in the Series 2025 Funds, Accounts and subaccounts in the Funds and Accounts (other than the Series 2025 Rebate Fund, the Series 2025 Costs of Issuance Account and the Series 2025 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2025 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Indenture.

from any funds remaining on deposit in the Series 2025 Acquisition and Construction Account not otherwise reserved to complete the 2025 Project (including any amounts transferred from the Series 2025 Reserve Account) all of which have been transferred to the Series 2025 General Redemption Subaccount of the Series 2025 Bond Redemption Account.
Mandatory Sinking Fund Redemption. The Series 2025 Bonds maturing on May 1, 20XX are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2025 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.

Year

Mandatory Sinking Fund Redemption Amount

*Maturity
The Series 2025 Bonds maturing on June 15, 20XX are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2025 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.
Mandatory Sinking Fund
Year	Redemption Amount

*Maturity

The Series 2025 Bonds maturing on May 1, 20XX are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2025 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption.
Mandatory Sinking Fund
Year	Redemption Amount

*Maturity
Upon any redemption of Series 2025 Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the District shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2025 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2025 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2025 Bonds in any year. In the event of a redemption occurring less than forty-five (45) days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.
SECTION 3.02.  Notice of Redemption. When required to redeem Series 2025 Bonds under any provision of this Second Supplemental Indenture or directed to redeem Series 2025 Bonds by the Issuer, the Trustee shall give or cause to be given to Owners of the Series 2025 Bonds to be redeemed, notice of the redemption, as set forth in Article VIII of the Master Indenture.
[END OF ARTICLE III]

ARTICLE IV
ESTABLISHMENT OF CERTAIN FUNDS, ACCOUNTS AND SUBACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS;
REMOVAL OF SPECIAL ASSESSMENT LIENS
SECTION 4.01.	Establishment of Certain Funds, Accounts and Subaccounts.
The Trustee shall establish a separate Account within the Acquisition and Construction Fund designated as the “Series 2025 Acquisition and Construction Account.” Net proceeds of the Series 2025 Bonds shall be deposited into the Series 2025 Acquisition and Construction Account in the amount set forth in Section 2.06 of this Second Supplemental Indenture, together with any other moneys that may be transferred to the Series 2025 Acquisition and Construction Account as provided for herein. Such moneys in the Series 2025 Acquisition and Construction Account shall be disbursed by the Trustee as set forth in Section 5.01 of the Master Indenture and this Section 4.01(a), and upon disbursement, the Issuer shall apply such moneys as provided for herein and in the Acquisition Agreement. Subject to the provisions of Section 4.01(f) hereof, any moneys remaining in the Series 2025 Acquisition and Construction Account after the Completion Date, and after the expenditure of all moneys remaining therein that have not been requisitioned after satisfaction of the Release Conditions, except for any moneys reserved therein for the payment of any costs of the 2025 Project owed but not yet requisitioned, as evidenced in a certificate from the District Manager to the Trustee, upon which the Trustee may conclusively rely, and the adoption of a resolution by the Issuer accepting the 2025 Project, as evidenced by a certificate from the District Manager delivered to the Trustee, upon which the Trustee may conclusively rely, shall be transferred by the Trustee to the Series 2025 General Redemption Subaccount of the Series 2025 Bond Redemption Account. Subject to the provisions of Section 4.01(f) hereof, the Series 2025 Acquisition and Construction Account shall be closed upon the expenditure or transfer of all funds therein including moneys deposited therein as a result of satisfaction of the Release Conditions. Upon presentment by the District Manager or the Issuer to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit C, the Trustee shall withdraw moneys from the Series 2025 Acquisition and Construction Account and make payment to the Person or Persons so designated in such requisition. Pursuant to the Master Indenture, the Trustee shall establish a separate Account within the Acquisition and Construction Fund designated as the “Series 2025 Costs of Issuance Account.” Net proceeds of the Series 2025 Bonds shall be deposited into the Series 2025 Costs of Issuance Account in the amount set forth in Section 2.06 of this Second Supplemental Indenture. Upon presentment by the District Manager or the Issuer to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit C, the Trustee shall withdraw moneys from the Series 2025 Costs of Issuance Account to pay the costs of issuing the Series 2025 Bonds. Six months after the issuance of the Series 2025 Bonds, any moneys remaining in the Series 2025 Costs of Issuance Account in excess of the amounts requested to be disbursed by the Issuer shall be deposited into the Series 2025 Interest Account. Any deficiency in the amount allocated to pay the cost of issuing the Series 2025 Bonds shall be paid from excess Series 2025 Pledged Revenues on deposit in the Series 2025 Revenue Account in accordance with Section 4.02 SEVENTH. When there are no further moneys therein, the Series 2025 Costs of Issuance Account shall be closed.
Pursuant to Section 6.03 of the Master Indenture, the Trustee shall establish a separate Account within the Revenue Fund designated as the “Series 2025 Revenue Account.”

Series 2025 Special Assessments and any other amounts required to be deposited therein (except for Prepayments of Series 2025 Special Assessments which shall be identified as such by the Issuer to the Trustee and deposited in the Series 2025 Prepayment Subaccount) shall be deposited by the Trustee into the Series 2025 Revenue Account which shall be applied as set forth in Section 6.03 of the Master Indenture and Section 4.02 of this Second Supplemental Indenture.
Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the “Series 2025 Principal Account.” Moneys shall be deposited into the Series 2025 Principal Account as provided in Section 6.04 of the Master Indenture and Section 4.02 of this Second Supplemental Indenture, and applied for the purposes provided therein.
Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the “Series 2025 Interest Account.” Moneys deposited into the Series 2025 Interest Account pursuant to Section 6.04 of the Master Indenture and Sections 2.06 and 4.02 of this Second Supplemental Indenture, shall be applied for the purposes provided therein.
Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish another separate Account within the Debt Service Fund designated as the “Series 2025 Sinking Fund Account.” Moneys shall be deposited into the Series 2025 Sinking Fund Account as provided in Section 6.04 of the Master Indenture and Section 4.02 of this Second Supplemental Indenture and applied for the purposes provided therein and in Section 3.01(c) of this Second Supplemental Indenture.
Pursuant to Section 6.05 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Reserve Fund designated as the “Series 2025 Reserve Account.” Net proceeds of the Series 2025 Bonds shall be deposited into the Series 2025 Reserve Account in the amount set forth in Section 2.06 of this Second Supplemental Indenture, and such moneys, together with any other moneys deposited into the Series 2025 Reserve Account pursuant to Section 4.02 of this Second Supplemental Indenture shall be applied for the purposes provided therein and in this Section 4.01(f) of this Second Supplemental Indenture.
On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2025 Reserve Account and prior to the Completion Date transfer any excess therein above the Reserve Requirement for the Series 2025 Bonds caused by investment earnings to the Series 2025 Acquisition and Construction Account and after the Completion Date to the Series 2025 Revenue Account.
Notwithstanding any of the foregoing, amounts on deposit in the Series 2025 Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2025 Bonds to the Series 2025 General Redemption Subaccount of the Series 2025 Bond Redemption Account, if as a result of the application of Article X of the Master Indenture, the proceeds received from lands sold subject to the Series 2025 Special Assessments and applied to redeem a portion of the Series 2025 Bonds is less than the principal amount of Series 2025 Bonds indebtedness attributable to such lands.

Subject to the provisions of Section 4.05 hereof, on any date the Issuer or the District Manager, on behalf of the Issuer, receives notice that a landowner wishes to prepay its Series 2025 Special Assessments relating to the benefited property of such landowner within Assessment Area Two within the District, or as a result of a mandatory true-up payment, the Issuer shall, or cause the District Manager, on behalf of the Issuer, to calculate the principal amount of such Prepayment taking into account a credit against the amount of the Series 2025 Prepayment Principal due by the amount of money in the Series 2025 Reserve Account that will be in excess of the applicable Reserve Requirement, taking into account the proposed Prepayment. Such excess in the Series 2025 Reserve Account shall be transferred by the Trustee to the Series 2025 Prepayment Subaccount of the Series 2025 Bond Redemption Account, as a result of such Prepayment. The District Manager, on behalf of the Issuer, shall make such calculation within ten (10) Business Days after receiving notice of such Prepayment and shall instruct the Trustee in writing to transfer such amount of credit given to the landowner from the Series 2025 Reserve Account to the Series 2025 Prepayment Subaccount of the Series 2025 Bond Redemption Account to be used for the extraordinary mandatory redemption of the Series 2025 Bonds in accordance with Section 3.01(b)(i) hereof. The Trustee is authorized to make such transfers and has no duty to verify such calculations. Notwithstanding the foregoing, upon satisfaction of the Release Conditions, the Trustee shall deposit such excess on deposit in the Series 2025 Reserve Account as further described in the next succeeding paragraph to the Series 2025 Acquisition and Construction Account and pay such amount deposited in the Series 2025 Acquisition and Construction Account to the Person or Persons designated in a requisition in the form attached hereto as Exhibit “C” to the Issuer submitted by the Developer, which requisition shall be executed by the Issuer and the Consulting Engineer. Such payment is authorized notwithstanding that the Completion Date might have been declared provided that there are Costs of the 2025 Project that were not paid from moneys initially deposited in the Series 2025 Acquisition and Construction Account and the Trustee has on file one or more properly executed unfunded requisitions. In the event there are multiple unfunded requisitions on file with the Trustee, the Trustee shall fund such requisitions in the order the Trustee has received them (from oldest to newest). In the event that there are no unfunded requisitions on file with the Trustee, such excess moneys transferred from the Series 2025 Reserve Account to the Series 2025 Acquisition and Construction Account shall be deposited into the Series 2025 General Redemption Subaccount of the Series 2025 Bond Redemption Account.
Upon satisfaction of the Release Conditions #1 or Release Conditions #2 as evidenced by a written certificate of the District Manager delivered to the Issuer and the Trustee, stating that the Release Conditions #1 or Release Conditions #2 have been satisfied and setting forth the amount of the new Series 2025 Reserve Requirement, the Trustee shall without further direction reduce the Series 2025 Reserve Requirement to either fifty percent (50%) of the maximum annual debt service of the then Outstanding principal amount of the Series 2025 Bonds, as calculated by the District Manager, upon satisfaction of Release Conditions #1 or ten percent (10%) upon satisfaction of Release Conditions #2 of the maximum annual debt service of the then Outstanding principal amount of the Series 2025 Bonds as calculated by the District Manager. The excess amount in the Series 2025 Reserve Account as a result of satisfaction of Release Conditions #1 or Release Conditions #2 shall be transferred to the Series 2025 Acquisition and Construction Account. The Trustee may conclusively rely on such written certificate of the District Manager.

In addition, in the event of an extraordinary mandatory redemption pursuant to Section 3.01(b)(iii), the Issuer, or the District Manager on behalf of the Issuer, shall calculate the applicable Reserve Requirement and communicate the same to the Trustee and the Trustee shall apply any excess in the Series 2023 Reserve Account toward such extraordinary mandatory redemption.
Pursuant to Section 6.06 of the Master Indenture, the Trustee shall establish a separate Series Bond Redemption Account within the Bond Redemption Fund designated as the “Series 2025 Bond Redemption Account” and within such Account, a “Series 2025 General Redemption Subaccount,” a “Series 2025 Optional Redemption Subaccount,” and a “Series 2025 Prepayment Subaccount.” Except as otherwise provided in this Second Supplemental Indenture regarding Prepayments or in connection with the optional redemption of the Series 2025 Bonds, moneys to be deposited into the Series 2025 Bond Redemption Account as provided in Section
6.06 of the Master Indenture, shall be deposited to the Series 2025 General Redemption Subaccount of the Series 2025 Bond Redemption Account.
Moneys that are deposited into the Series 2025 General Redemption Subaccount of the Series 2025 Bond Redemption Account (including all earnings on investments held therein) shall be used to call Series 2025 Bonds for the extraordinary mandatory redemption in whole, pursuant to Section 3.01(b)(ii) hereof or in part pursuant to Section 3.01(b)(iii) hereof.
Moneys in the Series 2025 Prepayment Subaccount of the Series 2025 Bond Redemption Account (including all earnings on investments held in such Series 2025 Prepayment Subaccount of the Series 2025 Bond Redemption Account) shall be accumulated therein to be used to call for redemption pursuant to Section 3.01(b)(i) hereof an amount of Series 2025 Bonds equal to the amount of money transferred to the Series 2025 Prepayment Subaccount of the Series 2025 Bond Redemption Account for the purpose of such extraordinary mandatory redemption on the dates and at the price provided in such Section 3.01(b)(i) hereof.
The Issuer hereby directs the Trustee to establish a Series 2025 Rebate Fund designated as the “Series 2025 Rebate Fund.” Moneys shall be deposited into the Series 2025 Rebate Fund, as provided in the Arbitrage Certificate and Section 4.02 SEVENTH herein and applied for the purposes provided therein.
Any moneys on deposit in the Series 2025 Optional Redemption Subaccount shall be used to optionally redeem all or a portion of the Series 2025 Bonds pursuant to Section 3.01(a) hereof.
SECTION 4.02.  Series 2025 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2025 Revenue Account to the Funds, Accounts and subaccounts designated below, the following amounts, at the following times and in the following order of priority:
FIRST, upon receipt but no later than the Business Day next preceding each May 1 commencing May 1, 2025, to the Series 2025 Interest Account of the Debt Service Fund, an amount equal to the interest on the Series 2025 Bonds becoming due on the next succeeding May 1, less any amounts on deposit in the Series 2025 Interest Account not previously credited;

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

SECTION 4.04.  2025 Project to Conform to Consulting Engineers Report. Upon the issuance of the Series 2025 Bonds, the Issuer will promptly proceed to construct or acquire pursuant to the Acquisition Agreement, the 2025 Project, as described in Exhibit A hereto and in the Consulting Engineer’s Report relating thereto.
SECTION 4.05.	Prepayments; Removal of the Series 2025 Special Assessment
Liens.
At any time any owner of property subject to the Series 2025 Special
Assessments may, at its option, or as a result of acceleration of the Series 2025 Special Assessments because of non-payment thereof or as a result of a true-up payment, shall require the Issuer to reduce or release and extinguish the lien upon its property by virtue of the levy of the Series 2025 Special Assessments by paying or causing there to be paid, to the Issuer all or a portion of the Series 2025 Special Assessment, which shall constitute Series 2025 Prepayment Principal, plus accrued interest to the next succeeding Quarterly Redemption Date (or the next succeeding Quarterly Redemption Date if such Prepayment is made within forty-five (45) calendar days before a Quarterly Redemption Date), attributable to the property subject to the Series 2025 Special Assessment owned by such owner. In connection with such Prepayments, in the event the amount in the Series 2025 Reserve Account will exceed the applicable Reserve Requirement for the Series 2025 Bonds as a result of a Prepayment in accordance with this Section 4.05(a) and Section 4.01(f) hereof and the resulting redemption of the Series 2025 Bonds in accordance with Section 3.01(b)(i) of this Second Supplemental Indenture, the excess amount shall be transferred from the Series 2025 Reserve Account to the Series 2025 Prepayment Subaccount of the Series 2025 Bond Redemption Account as a credit against the Series 2025 Prepayment Principal otherwise required to be paid by the owner of such lot or parcel, upon written instructions to the Trustee of the District Manager on behalf of the Issuer upon which the Trustee may conclusively rely, together with a certification stating that, after giving effect to such transfers sufficient moneys will be on deposit in the Series 2025 Reserve Account to equal or exceed the then Reserve Requirement for the Series 2025 Bonds and which certificate of the District Manager will further state that, after giving effect to the proposed redemption of Series 2025 Bonds, there will be sufficient Series 2025 Pledged Revenues to pay the principal and interest, when due, on all Series 2025 Bonds that will remain Outstanding.
Upon receipt of Series 2025 Prepayment Principal as described in paragraph
(a) above, subject to satisfaction of the conditions set forth therein, the Issuer shall immediately pay the amount so received to the Trustee, and the Issuer shall take such action as is necessary to record in the official records of the Issuer that the Series 2025 Special Assessment has been paid in whole or in part and that such Series 2025 Special Assessment lien is thereby reduced, or released and extinguished, as the case may be.
The Trustee may conclusively rely on the Issuer’s determination of what moneys constitute Series 2025 Prepayment Principal. The Trustee shall calculate the amount available for extraordinary mandatory redemption of the Series 2025 Bonds pursuant to Section 3.01(b)(i) hereof forty-five (45) days prior to each Quarterly Redemption Date and will withdraw money from the Series 2025 Reserve Account as a credit against the amount of Prepayment that is owed in an amount as directed by the Issuer or the District Manager on behalf of the Issuer in accordance with Section 4.01(f) hereof and Section 4.05(a) hereof. No Series 2025 Reserve Account credit shall be given if as a result the Reserve Requirement shall be less than is required

after taking into account the proposed extraordinary mandatory redemption pursuant to Section 3.01(b)(i) hereof. At any time such Prepayment is not in an integral multiple of $5,000, the Trustee shall withdraw moneys from the Series 2025 Revenue Account to round-up to an integral multiple of $5,000 and deposit such amount into the Series 2025 Prepayment Subaccount. Notwithstanding the foregoing, the Trustee shall not be authorized to withdraw any moneys from the Series 2025 Revenue Account unless all of the deposits required under Section 4.02 hereof have or can be made to the next succeeding Interest Payment Date.

[END OF ARTICLE IV]

ARTICLE V
COVENANTS AND DESIGNATIONS OF THE ISSUER
SECTION 5.01.  Collection of Series 2025 Special Assessments. Pursuant to the terms and provisions of the Master Indenture and except as provided in the next succeeding sentence, the Issuer shall collect the Series 2025 Special Assessments relating to the acquisition and construction of the 2025 Project through the Uniform Method of Collection (the “Uniform Method”) afforded by Chapter 197, Florida Statutes. Pursuant to the terms and provisions of the Master Indenture, the Issuer shall, pursuant to the provisions of the Assessment Resolutions, directly collect the Series 2025 Special Assessments levied in lieu of the Uniform Method with respect to any assessable lands which have not yet been platted, unless the Trustee at the direction of the Majority Holders directs the Issuer otherwise, or the timing for using the Uniform Method will not yet allow for using such method. Notwithstanding the foregoing, the Issuer may collect the Series 2025 Special Assessments by way of a combination of using the Uniform Method and by way of direct billing as the Issuer sees fit. In addition, and not in limitation of, the covenants contained elsewhere in this Second Supplemental Indenture and in the Master Indenture, the Issuer covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2025 Special Assessments, and to levy the Series 2025 Special Assessments in such manner as will generate funds sufficient to pay debt service on the Series 2025 Bonds when due. All Series 2025 Special Assessments that are collected directly by the Issuer shall be due and payable by the landowner not later than thirty (30) days prior to each Interest Payment Date.
SECTION 5.02.  Continuing Disclosure. Contemporaneously with the execution and delivery hereof, the Issuer has executed and delivered a Continuing Disclosure Agreement in order to comply with the requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934. The Issuer covenants and agrees to comply with the provisions of such Continuing Disclosure Agreement applicable to it; however, as set forth therein, failure to so comply shall not constitute and Event of Default hereunder, but shall instead be enforceable by mandamus or any other means of specific performance.
SECTION 5.03.  Investment of Funds, Accounts and Subaccounts. The provisions of Section 7.02 of the Master Indenture shall apply to the investment and reinvestment of moneys in the Series 2025 Accounts and subaccounts therein created hereunder.
SECTION 5.04.  Additional Obligations. The Issuer covenants not to issue any other Bonds or other debt obligations secured by the Series 2025 Special Assessments. Such covenant shall not prohibit the Issuer from issuing refunding Bonds. In addition, the Issuer covenants not to issue any other Bonds or debt obligations for capital projects, secured by any Special Assessments on assessable land within Assessment Area Two within the District which secure the Series 2025 Special Assessments, until the Series 2025 Special Assessments are Substantially Absorbed. The Issuer’s covenants described above shall not preclude the imposition of Special Assessments or other non-ad valorem assessments on such lands in connection with other capital projects that are necessary for health, safety or welfare reasons or to remediate a natural disaster. The Issuer or the District Manager on behalf of the Issuer, shall provide the Trustee with a certification that the Series 2025 Special Assessments are Substantially Absorbed and the Trustee may conclusively rely upon such certification and shall have no duty to verify if the Series 2025 Special Assessments are Substantially Absorbed. Notwithstanding any provision in the Indenture to the contrary, the Issuer may issue other Bonds or debt obligations secured by Special Assessments levied on the

same land upon which the Series 2025 Special Assessments have been levied at any time upon the written consent of the Majority Holders or at any time without any such consent if Special Assessments are levied on any lands within Assessment Area Two within the District which are not subject to the Series 2025 Special Assessments.
SECTION 5.05. Acknowledgement Regarding Series 2025 Acquisition and Construction Account Moneys Following an Event of Default. In accordance with the provisions of the Indenture, the Series 2025 Bonds are payable solely from the Series 2025 Pledged Revenues. Anything in the Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that the Series 2025 Pledged Revenues include, without limitation, all amounts on deposit in the Series 2025 Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, and upon the occurrence of an Event of Default with respect to the Series 2025 Bonds, (i) the Series 2025 Pledged Revenues may not be used by the Issuer (whether to pay costs of the 2025 Project or otherwise) without the consent of the Majority Holders, and (ii) the Series 2025 Pledged Revenues may be used by the Trustee, at the direction or with the approval of the Majority Holders, to pay the reasonable costs and expenses incurred in connection with the pursuit of remedies under the Indenture. The Issuer covenants not to enter into any contract regarding the 2025 Project from and after the occurrence of an Event of Default without the written direction of the Majority Holders.

[END OF ARTICLE V]

ARTICLE VI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR
SECTION 6.01.  Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created and agrees to perform such trusts upon the terms and conditions set forth in the Indenture. The Trustee agrees to act as Paying Agent and Registrar for the Series 2025 Bonds.
SECTION 6.02.   Trustee’s Duties. The Trustee shall not be responsible in any manner for the due execution of this Second Supplemental Indenture by the Issuer or for the recitals contained herein (except for the certificate of authentication on the Series 2025 Bonds), all of which are made solely by the Issuer. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlement inuring to the Trustee under the Master Indenture.
SECTION 6.03.  Brokerage Confirmations. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

[END OF ARTICLE VI]

ARTICLE VII MISCELLANEOUS PROVISIONS
SECTION 7.01. Interpretation of Second Supplemental Indenture. This Second Supplemental Indenture amends and supplements the Master Indenture with respect to the Series 2025 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this Second Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and this Second Supplemental Indenture shall be read and construed as one document.
SECTION 7.02.  Amendments. Any amendments to this Second Supplemental Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture.
SECTION 7.03.  Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this Second Supplemental Indenture are hereby incorporated herein and made a part of this Second Supplemental Indenture for all purposes.
SECTION 7.04.   Payment Dates. In any case in which an Interest Payment Date or the maturity date of the Series 2025 Bonds or the date fixed for the redemption of any Series 2025 Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.
SECTION 7.05.  No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Series 2025 Bonds.
SECTION 7.06.  Patriot Act Requirements of the Trustee. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Trustee will ask for documentation to verify such non-individual person’s formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.
SECTION 7.07. Counterparts and Electronically Signed and/or Transmitted Signatures. This Second Supplemental Indenture may be executed in counterparts, and all counterparts together shall be construed as one document. Executed counterparts of this Second Supplemental Indenture with signatures sent by electronic mail (i.e., in PDF format) or signed electronically via DocuSign or other electronic means may be used in the place of original signatures on this Second Supplemental Indenture. The parties intend to be bound by the signatures of the electronically mailed or signed signatures and the delivery of the same shall be effective as delivery of an original executed counterpart of this Second Supplemental Indenture. The parties to this Second Supplemental Indenture hereby waive any defenses to the enforcement of the terms of this Second Supplemental Indenture based on the form of the signature, and hereby

agree that such electronically mailed or signed signatures shall be conclusive proof, admissible in judicial proceedings, of the parties’ execution of this Second Supplemental Indenture.
All documents received by the Trustee under the provisions of the Master Indenture or this Second Supplemental Indenture and not required to be redelivered shall be retained in its possession, subject at all reasonable times to the inspection of the Issuer, any consultant, any Bondholder and the agents and representatives thereof as evidence in writing. The Trustee agrees to accept and act upon instructions or directions pursuant to this Second Supplemental Indenture sent by the Issuer by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing designated persons with the authority to provide such instructions, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, Peace Creek Community Development District has caused this Second Supplemental Trust Indenture to be executed by the Chairperson of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by the Secretary of its Board of Supervisors and U.S. Bank Trust Company, National Association has caused this Second Supplemental Trust Indenture to be executed by one of its authorized signatories, all as of the day and year above written.

[SEAL]
Attest:

By:		 Name: Jillian Burns	 Title:	Secretary, Board of Supervisors

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

By: 	 Name: 	 Title: Chairperson, Board of Supervisors  

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee,
Paying Agent and Registrar

By: 	 Name: Scott A. Schuhle	 Title:  Vice President	

STATE OF FLORIDA	)
) SS: COUNTY OF 	)
The foregoing instrument was acknowledged before me by means of  physical presence or  online notarization, this     day of January, 2025, by 	, Chairperson of the Board of Supervisors of the Peace Creek Community Development District (the “Issuer”), who acknowledged that he did so sign the foregoing instrument as such officer for and on behalf of said Issuer; that the same is his free act and deed as such officer, and the free act and deed of said Issuer; and that the seal affixed to said instrument is the seal of said Issuer; that he appeared before me this day in person and severally acknowledged that he, being thereunto duly authorized, signed, sealed with the seal of said Issuer, for the uses and purposes therein set forth. He is personally known to me or produced 	 as identification.
Notary: 	
[NOTARIAL SEAL]	Print Name: 	
NOTARY PUBLIC, STATE OF FLORIDA
My commission expires 	

STATE OF FLORIDA	)
) SS:
COUNTY OF ORANGE	)
The foregoing instrument was acknowledged before me by means of  physical presence or  online notarization, this     day of January, 2025, by Jillian Burns, Secretary of the Board of Supervisors of the Peace Creek Community Development District (the “Issuer”), who acknowledged that she did so sign the foregoing instrument as such officer for and on behalf of said Issuer; that the same is her free act and deed as such officer, and the free act and deed of said Issuer; and that the seal affixed to said instrument is the seal of said Issuer; that she appeared before me this day in person and severally acknowledged that she, being thereunto duly authorized, signed, sealed with the seal of said Issuer, for the uses and purposes therein set forth. She is personally known to me or produced 	 as identification.
Notary: 	
[NOTARIAL SEAL]	Print Name: 	
NOTARY PUBLIC, STATE OF FLORIDA
My commission expires 	

STATE OF FLORIDA	)
) SS:
COUNTY OF BROWARD	)
The foregoing instrument was acknowledged before me by means of  physical presence or  online notarization, this     day of January, 2025, by Scott A. Schuhle, a Vice President of U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), who acknowledged that he did so sign said instrument as such officer for and on behalf of the Trustee; that the same is his free act and deed as such officer, and the free act and deed of the Trustee; that he appeared before me on this day in person and acknowledged that he, being thereunto duly authorized, signed, for the uses and purposes therein set forth.  He is personally known to me or has produced
	 as identification.
Notary: 	
[NOTARIAL SEAL]	Print Name: 	
NOTARY PUBLIC, STATE OF 	
My commission expires 	

EXHIBIT A DESCRIPTION OF 2025 Project
The 2025 Project includes, but is not limited to, the following improvements as described in the Amended and Restated Engineer’s Report of Capital Improvements dated April 14, 2022, as amended:
Stormwater management and control facilities, including, but not limited to, related earthwork and drainage;
Water and wastewater facilities; Reclaimed water distribution system; Roadway improvements; Recreational amenities;
Landscaping, irrigation and hardscape in public rights-of-way; Differential cost of undergrounding electric utility lines; and All related soft and incidental costs.

EXHIBIT B
[FORM OF SERIES 2025 BOND]
R-1	$	
UNITED STATES OF AMERICA STATE OF FLORIDA
CITY OF WINTER HAVEN COUNTY OF POLK
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BOND, SERIES 2025 (ASSESSMENT AREA TWO)
Interest Rate	Maturity Date	Date of Original Issuance	CUSIP
	%	May 1, 20		January   , 2025	70459A

Registered Owner:	Cede & Co. Principal Amount:--
KNOW ALL PERSONS BY THESE PRESENTS that the Peace Creek Community Development District (the “Issuer”), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, upon presentation and surrender hereof (except while the herein defined Series 2025 Bonds are in book-entry only form such presentation shall not be required), at the designated corporate trust office of U.S. Bank Trust Company, National Association, as paying agent (said
U.S. Bank Trust Company, National Association and/or any bank or trust company to become successor paying agent being herein called the “Paying Agent”), the Principal Amount set forth above (with interest thereon at the Interest Rate per annum set forth above, computed on a 360- day year of twelve 30-day months), said principal payable on the Maturity Date stated above or upon earlier redemption. Principal of this Bond is payable at the designated corporate trust office of U.S. Bank Trust Company, National Association, located in Fort Lauderdale, Florida, in lawful money of the United States of America (except while the Series 2025 Bonds are in book entry form). Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner and mailed on each May 1 and November 1, commencing May 1, 2025 to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by U.S. Bank Trust Company, National Association, as registrar (said U.S. Bank Trust Company, National Association and any successor registrar being herein called the “Registrar”) at the close of business on the fifteenth (15th) day (whether or not a Business Day) of the calendar month next preceding an Interest Payment Date (the “Record Date”). Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to May 1, 2025, in which case from the date of initial delivery, or unless the date of authentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the

registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by U.S. Bank Trust Company, National Association, as Trustee (said U.S. Bank Trust Company, National Association and any successor trustee being herein called the “Trustee”), notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Indenture (defined below). Any capitalized term used in this Bond and not otherwise defined shall have the meaning ascribed to such term in the Indenture.
THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, CITY OF WINTER HAVEN, FLORIDA (THE “CITY”), POLK COUNTY, FLORIDA (THE “COUNTY”), THE STATE OF FLORIDA (THE “STATE”), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, THE SERIES 2025 SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE CITY, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee of the certificate of authentication endorsed hereon.
This Bond is one of an authorized issue of Bonds of the Peace Creek Community Development District, a community development district duly created, organized and existing under Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980), as amended (the “Act”) and Ordinance No. O-22-15 of the City Commission of the City of Winter Haven, Florida, enacted on February 28, 2022, as such ordinance was amended by Ordinance No. O-22-36 enacted on June 13, 2022 designated as “Peace Creek Community Development District Special Assessment Bonds, Series 2025 (Assessment Area Two)” (the “Bonds” or the “Series 2025 Bonds”), in the aggregate principal amount of 		 MILLION 	 THOUSAND AND 00/100 DOLLARS ($	.00) of like date, tenor and effect, except as to number, denomination, interest rate and maturity date. The Series 2025 Bonds are being issued under authority of the laws and Constitution of the State of Florida, including particularly the Act, to pay the costs of constructing and/or acquiring a portion of the 2025 Project (as defined in the herein referred to Indenture). The Series 2025 Bonds shall be issued as fully registered bonds in authorized denominations, as set forth in the Indenture. The Bonds are issued under and secured by a Master Trust Indenture dated as of March 1, 2023 (the “Master Indenture”), as amended by a Second Supplemental Trust Indenture dated as of January 1, 2025 (the “Second Supplemental Indenture” and together with the Master Indenture, the “Indenture”), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the designated corporate trust office of the Trustee in Fort Lauderdale, Florida.

Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Series 2025 Bonds issued under the Indenture, the operation and application of the Debt Service Fund, the Series 2025 Reserve Account within the Debt Service Reserve Fund and other Funds, Accounts and subaccounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of and the interest on the Series 2025 Bonds, the levy and the evidencing and certifying for collection, of the Series 2025 Special Assessments, the nature and extent of the security for the Series 2025 Bonds, the terms and conditions on which the Series 2025 Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Indenture, the conditions under which such Indenture may be amended without the consent of the registered owners of the Series 2025 Bonds, the conditions under which such Indenture may be amended with the consent of the Majority Holders of the Series 2025 Bonds outstanding, and as to other rights and remedies of the registered owners of the Series 2025 Bonds.
The owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.
It is expressly agreed by the owner of this Bond that such owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, the County, the State or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the County, the State or any other political subdivision thereof, for the payment of the principal of and interest on this Bond or the making of any other sinking fund and other payments provided for in the Indenture, except for the Series 2025 Special Assessments to be assessed and levied by the Issuer as set forth in the Indenture.
By the acceptance of this Bond, the owner hereof assents to all the provisions of the Indenture.
This Bond is payable from and secured by Series 2025 Pledged Revenues, as such term is defined in the Indenture, all in the manner provided in the Indenture. The Indenture provides for the levy and the evidencing and certifying, of non-ad valorem assessments in the form of the Series 2025 Special Assessments to secure and pay the Bonds.
The Series 2025 Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Series 2025 Bonds shall be made on the dates specified below. Upon any redemption of Series 2025 Bonds other than in accordance with scheduled mandatory sinking fund redemption, the Issuer shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2025 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2025 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2025 Bonds in any year. In the event of a redemption or purchase occurring less than forty-five (45) days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be

made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.
Optional Redemption
The Series 2025 Bonds are subject to redemption prior to maturity at the option of the Issuer, as a whole or in part, at any time, on or after November 1, 203X (less than all Series 2025 Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of the Series 2025 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date from moneys on deposit in the Series 2025 Optional Redemption Subaccount of the Series 2025 Bond Redemption Account. If such optional redemption shall be in part, the Issuer shall select such principal amount of Series 2025 Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Series 2025 Bonds is substantially level.
Mandatory Sinking Fund Redemption
The Series 2025 Bonds maturing on May 1, 20XX are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2025 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Series 2025 Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth herein or purchased and cancelled pursuant to the provisions of the Master Indenture.
Mandatory Sinking Fund
Year	Redemption Amount

*Maturity
The Series 2025 Bonds maturing on May 1, 20XX are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2025 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Series 2025 Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth herein or purchased and cancelled pursuant to the provisions of the Indenture.

Year

Mandatory Sinking Fund Redemption Amount

*Maturity
The Series 2025 Bonds maturing on May 1, 20XX are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2025 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Series 2025 Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth herein or purchased and cancelled pursuant to the provisions of the Indenture.
Mandatory Sinking Fund
Year	Redemption Amount

*Maturity
Extraordinary Mandatory Redemption in Whole or in Part
The Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part on any date (other than in the case of clause (i) below which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at an extraordinary

mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date.
from Series 2025 Prepayment Principal deposited into the Series 2025 Prepayment Subaccount of the Series 2025 Bond Redemption Account (taking into account the credit from the Series 2025 Reserve Account pursuant to Section 4.05 of the Second Supplemental Indenture) following the Prepayment in whole or in part of Series 2025 Special Assessments on any assessable property within Assessment Area Two within the District in accordance with the provisions of Section 4.05 of the Second Supplemental Indenture.
from moneys, if any, on deposit in the Series 2025 Funds, Accounts and subaccounts in the Funds, Accounts and subaccounts (other than the Series 2025 Rebate Fund, the Series 2025 Costs of Issuance Account and the Series 2025 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2025 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Indenture.
from any funds remaining on deposit in the Series 2025 Acquisition and Construction Account not otherwise reserved to complete the 2025 Project (including any amounts transferred from the Series 2025 Reserve Account) all of which have been transferred to the Series 2025 General Redemption Subaccount of the Series 2025 Bond Redemption Account.
Except as otherwise provided in the Indenture, if less than all of the Bonds subject to redemption shall be called for redemption, the particular such Bonds or portions of such Bonds to be redeemed shall be selected randomly by the Trustee, as provided in the Indenture.
Notice of each redemption of the Bonds is required to be mailed by the Trustee by first class mail, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to each Registered Owner of the Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Trustee or the Paying Agent, all as provided in the Indenture, the Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Bonds or such portions thereof on such date, interest on such Bonds or such portions thereof so called for redemption shall cease to accrue, such Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Trustee or the Paying Agent. Further notice of redemption shall be given by the Trustee to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Notwithstanding the foregoing, the Trustee is authorized to give conditional notice of redemption as provided in the Master Indenture.
The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of

Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.
Modifications or alterations of the Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Indenture.
Any moneys held by the Trustee or Paying Agent in trust for the payment and discharge of any Bond which remain unclaimed for three (3) years after the date when such Bond has become due and payable, either at its stated maturity date or by call for earlier redemption shall be paid to the Issuer, thereupon and thereafter no claimant shall have any rights against the Trustee or Paying Agent to or in respect of such moneys.
If the Issuer deposits or causes to be deposited with the Trustee funds or Defeasance Securities (as defined in the Master Indenture) sufficient to pay the principal or Redemption Price of any Series 2025 Bonds becoming due at maturity or by call for redemption in the manner set forth in the Indenture, together with the interest accrued to the due date, the lien of such Bonds as to the trust estate with respect to such Bonds shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture.
This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida.
The Issuer shall keep books for the registration of the Series 2025 Bonds at the designated corporate trust office of the Registrar in Fort Lauderdale, Florida. Subject to the restrictions contained in the Indenture, the Series 2025 Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of the Series 2025 Bonds.
The Issuer, the Trustee, the Paying Agent and the Registrar shall deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue) for the purpose of receiving payment of or on account of the principal of and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of

the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.
It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in connection with the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Series 2025 Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions.
IN WITNESS WHEREOF, Peace Creek Community Development District has caused this Bond to be signed by the manual signature of the Chairperson or Vice Chairperson of its Board of Supervisors and its seal to be imprinted hereon, and attested by the manual signature of the Secretary of its Board of Supervisors, all as of the date hereof.
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT
By:		
Chairperson/Vice Chairperson Board of Supervisors
(SEAL)

Attest:
By:		 Secretary, Board of Supervisors

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

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

By:		
Vice President

STATEMENT OF VALIDATION
This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Tenth Judicial Circuit of Florida, in and for Polk County, Florida, rendered on the 27th day of June, 2022.
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

(SEAL)
Attest:

By:		
Secretary, Board of Supervisors

By:		
Chairperson/Vice Chairperson Board of Supervisors

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

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

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

(please print or typewrite name and address of assignee)

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

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

	

NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

Please	insert	social	security	or	other identifying number of Assignee.

EXHIBIT C FORMS OF REQUISITIONS
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2025 (ASSESSMENT AREA TWO)

(Acquisition and Construction)

The undersigned, a Responsible Officer of the Peace Creek 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 March 1, 2023, as supplemented by that certain Second Supplemental Trust Indenture dated as of January 1, 2025 (collectively, the “Indenture”) (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):
Requisition Number:
Identify Acquisition Agreement, if applicable;
Name of Payee:
Amount Payable:
Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments):
Fund or Account and subaccount, if any, from which disbursement to be made:
Series 2025 Acquisition and Construction Account
The undersigned hereby certifies that:
obligations in the stated amount set forth above have been incurred by the District,
each disbursement set forth above is a proper charge against the Series 2025 Acquisition and Construction Account;
each disbursement set forth above was incurred in connection with the Cost of the 2025 Project; and
each disbursement represents a Cost of 2025 Project which has not previously been paid.
The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive

payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.
The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.
Originals or copies of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested are on file with the District.
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

By:		
Responsible Officer

Date:	

CONSULTING ENGINEER’S APPROVAL FOR
NON-COST OF ISSUANCE OR NON-OPERATING COSTS REQUESTS ONLY
The undersigned Consulting Engineer hereby certifies that this disbursement is for the Cost of the 2025 Project and is consistent with: (i) the Acquisition Agreement; and (ii) the report of the Consulting Engineer, as such report shall have been amended or modified.

Consulting Engineer

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2025 (ASSESSMENT AREA TWO)

(Costs of Issuance)

The undersigned, a Responsible Officer of the Peace Creek 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 March 1, 2023, as supplemented by that certain Second Supplemental Trust Indenture dated as of January 1, 2025 (collectively, the “Indenture”) (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

Requisition Number:

Amount Payable:

Purpose for which paid or incurred: Costs of Issuance

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

Series 2025 Costs of Issuance Account of the Acquisition and Construction Fund

The undersigned hereby certifies that:
this requisition is for costs of issuance payable from the Series 2025 Costs of Issuance Account that have not previously been paid;
each disbursement set forth above is a proper charge against the Series 2025 Costs of Issuance Account;
each disbursement set forth above was incurred in connection with the issuance of the Series 2025 Bonds; and
each disbursement represents a cost of issuance which has not previously been paid.
The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

C-3

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.
Attached hereto are originals or copies of the invoice(s) from the vendor of the services rendered with respect to which disbursement is hereby requested.
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

By:		
Responsible Officer

Date: 	

EXHIBIT D
FORM OF INVESTOR LETTER

[Date]
FMSbonds, Inc.
20660 W. Dixie Highway North Miami Beach, FL 33180
Re:	$	 Peace Creek Community Development District Special Assessment Bonds, Series 2025 (Assessment Area Two)

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

limited liability company, not formed for the specific purpose of acquiring the Investor Bonds with assets exceeding $5 million;
a business in which all the equity owners are “accredited investors”;
a natural person who has individual net worth, or joint net worth with the person’s spouse or spousal equivalent, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person, except that mortgage indebtedness on the primary residence shall not be included as a liability;
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse or spousal equivalent exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Investor Bonds whose purchase is directed by a sophisticated person;
an entity, of a type other than those set forth above, that owns investments in excess of $5,000,000 and that was not formed for the specific purpose of acquiring the Investor Bonds;
a natural person holding in good standing one or more professional certifications or designations or credentials from a designated accredited educational institution qualifying an individual for “accredited investor” status;
a “family office” with at least $5,000,000 in assets under management, that was not formed for the specific purpose of acquiring the Investor Bonds, and whose prospective investment is directed by a person capable of evaluating the merits and risks of the prospective investment; or
a “family client” of a family office described in the prior bullet point whose prospective investment is directed by that family office.
The Investor has been supplied with an (electronic) copy of the Preliminary Limited Offering Memorandum dated 	, 202  of the Issuer and relating to the Bonds (the “Offering Document”) and has reviewed the Offering Document and represents that such Offering Document has provided full and meaningful disclosure in order to make an informed decision to invest in the Investor Bonds.

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

[Name], an Individual

703420532v6

C-3

Section VIII

SECTION A

This instrument was prepared by and upon recording should be returned to:

(This space reserved for Clerk)

Jennifer Kilinski, Esq. Kilinski |Van Wyk PLLC 517 East College Avenue Tallahassee, Florida 32301

AGREEMENT BY AND BETWEEN THE PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT AND 653TH, LLC REGARDING THE TRUE-UP AND PAYMENT OF ASSESSMENTS

THIS AGREEMENT is made and entered into as of this    day of January 2025 (“Effective Date”), by and between:

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, being situated within the City of Winter Haven, Florida, whose mailing address is c/o Governmental Management Services – Central Florida, LLC, 219 East Livingston Street, Orlando, Florida 32801 (the “District”); and

653TH, LLC, a Florida limited liability company, whose mailing address is 4900 Dundee Road, Winter Haven, Florida 33884 (together with its successors and assigns, the “Developer”).

RECITALS

WHEREAS, the District was established by an ordinance enacted by the City Commission of the City of Winter Haven, Florida, 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, acquiring, operating and/or maintaining certain public infrastructure improvements within or without the boundaries of the District; and

Whereas, the Act authorizes the District to issue bonds for the purposes, among others, of planning, financing, constructing, operating and/or maintaining certain public infrastructure, including but not limited to roadways, stormwater management, utilities (water & sewer), offsite improvements, landscaping/lighting, and other infrastructure within or without the boundaries of the District; and

WHEREAS, the Developer is currently the owner and/or developer of certain lands located in Polk County, Florida and within the boundaries of the District and generally identified as Assessment Area Two, as further described herein and in the attached Exhibit A (“Assessment Area Two”); and
Whereas, a Final Judgment was issued on June 27, 2022, validating the authority of the District to issue up to $28,000,000 in aggregate principal amount of its Peace Creek Community Development District Special Assessment Bonds in one or more series, to finance the design,

acquisition, construction, installation, of community development facilities, services and improvements within and without the boundaries of the District as authorized by the Act; and

WHEREAS, the District has adopted an improvement plan for the planning, design, acquisition and construction of certain infrastructure improvements, facilities and services within and without the boundaries of the District, including Assessment Area Two, and as further detailed in the Engineer’s Report of Capital Improvements, dated March 9, 2022, as amended by that certain Amended and Restated Engineer’s Report of Capital Improvements, dated April 14, 2022 (together, the “Master Engineer’s Report” and the improvements described therein, the “Capital Improvement Plan”), as supplemented by that certain Supplemental Engineer’s Report for Assessment Area Two Bonds, dated December 10, 2024 (“Supplemental Engineer’s Report” and the project described therein, the “2025 Project,” and together with the Master Engineer’s Report, the “Engineer’s Report”), attached hereto as Exhibit B; and

WHEREAS, the District intends to issue its of Peace Creek Community Development District Special Assessment Bonds, Series 2025 (Assessment Area Two) (the “2025 Bonds”) in a total principal amount of $	 for the purpose of financing a portion of the 2025 Project; and
WHEREAS, pursuant to District Resolution Nos. 2022-27, 2022-28, 2022-37, 2022-41, 2022-44, and 2025-05 (the “Assessment Resolutions”), the District imposed special assessments on Assessment Area Two within the District to secure the repayment of the 2025 Bonds (the “Series 2025 Assessments”); and

Whereas, the Developer agrees that all developable lands within Assessment Area Two benefit from the timely design, construction, or acquisition of the improvements that make up the 2025 Project; and

Whereas, the Developer agrees that the Series 2025 Assessments which were imposed on Assessment Area Two have been validly imposed and constitute valid, legal and binding liens upon Assessment Area Two, which Series 2025 Assessments remain unsatisfied; and
Whereas, to the extent permitted by law, the Developer waives any defect in notice, publication or in the proceedings to levy, impose and collect the Series 2025 Assessments on Assessment Area Two, including the levy and lien of the master assessments; and

WHEREAS, the Master Assessment Methodology for Peace Creek Community Development District, dated March 9, 2022, as amended by that certain Amended and Restated Master Assessment Methodology for Peace Creek Community Development District, date April 26, 2022, as supplemented by that certain Second Supplemental Special Assessment Methodology Report, dated December 10, 2024 (together, the “Assessment Report”), provides that as lands within Assessment Area Two are platted or replatted, the allocation of the amounts assessed to and constituting a lien upon Assessment Area Two will be calculated based upon certain density assumptions relating to the number of each type of residential unit to be constructed within Assessment Area Two, which assumptions were provided by the Developer; and

Whereas, the Assessment Report provides that as Assessment Area Two lands are platted or re-platted, the allocation of the amounts assessed to and constituting a lien upon such Assessment Area Two lands would be calculated based upon certain density assumptions relating to the number of each type of residential unit to be constructed on such assessment area, which assumptions were provided by the Developer; and

WHEREAS, the Assessment Report anticipates a mechanism by which certain payments will be made to the District in order to satisfy, in whole or in part, the assessments allocated and the liens imposed pursuant to the Assessment Resolutions, the amount of such payments being determined generally by a calculation of the remaining unallocated debt prior to the recording of the final plat or site plan for a parcel or tract, as described in the Assessment Report (which payments shall collectively be referenced as the “True-Up Payment” and which calculation to determine the True-Up Payment shall be the “True-Up Calculation”); and

Whereas, the Developer and the District desire to enter into an agreement to confirm the Developer’s intention and obligation, if required, to make or cause to be made the True-Up Payment related to the Series 2025 Assessments, subject to the terms and conditions contained herein.
Now, therefore, based upon good and valuable consideration and the mutual covenants of the parties, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1.  Recitals. The recitals so stated are true and correct and by this reference are incorporated into and form a material part of this Agreement.
Section 2. Validity of Assessments. The Developer agrees that the Assessment Resolutions have been legally and duly adopted by the District. The Developer further agrees that the Series 2025 Assessments imposed as liens by the District are legal, valid, and binding liens running with the land against which assessed until paid, coequal with the liens of all state, county, district, and municipal taxes, and superior in dignity to all other liens, titles, and claims. The Developer hereby waives and relinquishes any rights it may have to challenge, object to or otherwise fail to pay such Series 2025 Assessments.

Section 3.	Payment of Assessments.

The Developer agrees that to the extent the Developer fails to timely pay all Series 2025 Assessments to be collected by mailed notice of the District, said unpaid Series 2025 Assessments (including True-Up Payments) may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in any subsequent year or may be foreclosed on as provided for in Florida law and as may be provided by the Indenture securing the 2025 Bonds.
The Developer agrees that the provisions of this Agreement shall constitute a covenant running with Assessment Area Two and shall remain in full force and effect and be

binding upon the Developer, its legal representatives, estates, successors, grantees, and assigns until released pursuant to the terms herein.

Section 4.	Special Assessment Reallocation.

Assumptions as to the Series 2025 Assessments. As of the date of the execution of this Agreement, the Developer has informed the District that the Developer anticipates that a total of one hundred twenty (120) townhome units will be constructed within Assessment Area Two, as more specifically described by unit size/number in the Assessment Report (the “Anticipated Lots”).

Process for Reallocation of Assessments. For unplatted tracts, the Series 2025 Assessments will initially be levied on unplatted acreage in Assessment Area Two and will be reallocated as lands are platted and developed (the “Reallocation”). In connection with such platting of acreage, the Series 2025 Assessments imposed on the acreage being platted will be allocated based upon the actual number of units within each product type being platted. In furtherance thereof, at such time as acreage is to be platted, the Developer covenants that such plat shall be presented to the District. The District shall allocate the Series 2025 Assessments to the residential product types being platted and developed and any remaining unplatted property in accordance with the Assessment Report and cause such Reallocation to be recorded in the District’s Improvement Lien Book.

The Developer covenants to comply, or cause others to comply, with this requirement for the Reallocation. The District agrees that no further action by the Board shall be required. The District’s review of the plats shall be limited solely to the Reallocation of the Series 2025 Assessments and enforcement of the District’s assessment liens. Nothing herein shall in any way operate to or be construed as providing any other plat and plan approval or disapproval powers to the District.
The purpose of the True-Up calculations is to ensure that the debt associated with the 2025 Bonds will be able to be assigned to at least the Anticipated Lots within Assessment Area Two necessary to absorb such Series 2025 Assessments. Thus, at the time of platting of any portion of Assessment Area Two, or any re- platting thereof, there must be at least the number of Anticipated Lots in Assessment Area Two on which to assign the bond debt. If not, subject to the exceptions contained herein, the District would require a True-Up Payment from the Developer or the person or entity seeking to file such plat in an amount sufficient to reduce the remaining bond debt to the actual number of lots platted in Assessment Area Two consistent with the Assessment Report.

The True-Up calculations shall be performed each time land within Assessment Area Two is platted and developed.

If at the time the True-Up calculations are performed, it is determined that less than the Anticipated Lots are to be platted and developed within Assessment Area Two, and such shortfall results in insufficient units to absorb the Series 2025

Assessments levied to secure the 2025 Bonds then outstanding, a True-Up Payment shall become due and payable by the Developer. Any such True-Up Payment determined to be due by Developer shall be paid in full prior to approval of the plat. Such True-Up Payment shall be in addition to the regular installment payable for Assessment Area Two lands owned by the Developer. The District will take all necessary steps to ensure that True-Up Payments are made in a timely fashion to ensure its debt service obligations are met, and in all cases, the Developer agrees that such payments shall be made in order to ensure the District’s timely payment of the debt service obligations on the 2025 Bonds. The District shall record all True- Up Payments in its Improvement Lien book. If such True-Up Payments are made at least forty-five (45) days prior to an interest payment date on the 2025 Bonds, the Developer shall include accrued interest as part of the True-Up Payments to such interest payment date. If such True-Up Payments become due within forty- five (45) days of the next interest payment date, accrued interest shall be calculated to the next succeeding interest payment dates.

The foregoing is based on the District’s understanding with the Developer that the Developer will plat or cause to be platted at least the Anticipated Lots within Assessment Area Two as identified in the Assessment Report and Engineer’s Report. However, the District agrees that nothing herein prohibits more or fewer than the anticipated residential dwelling units from being platted. In the event the Developer plats fewer than the Anticipated Lots within Assessment Area Two, the Developer may (a) make a True-Up Payment, or (b) leave unassigned Series 2025 Assessments on un-platted lands within Assessment Area Two provided the maximum debt allocation per acre as set forth in the Assessment Resolution and Assessment Report is not exceeded, or (c) amend Assessment Area Two to include a sufficient number of units to fully absorb the Series 2025 Assessments outstanding. In no event shall the District collect Series 2025 Assessments pursuant to the Assessment Resolutions in excess of the total debt service related to the 2025 Bonds, including all costs of financing and interest. The District, however, may collect Series 2025 Assessments in excess of the annual debt service related to the 2025 Bonds, including all costs of financing and interest, which shall be applied to prepay the 2025 Bonds. If the strict application of the True-Up methodology to any Reallocation for any plat pursuant to this paragraph would result in Series 2025 Assessments collected in excess of the District’s total debt service obligation for the 2025 Bonds, the District agrees to take appropriate action by resolution to equitably Reallocate the assessments.

Section 5.  Enforcement. This Agreement is intended to be a method of enforcement of the Developer’s obligation to abide by the requirements of the Reallocation of Assessments to platted units, including the making of the True-Up Payment, as set forth in the Assessment Resolutions. A default by either party under this Agreement shall entitle the other party to all remedies available at law or in equity, which shall include, but not be limited to, the right of actual damages (not consequential, special or punitive damages), injunctive relief, and specific performance.

Section 6.	Assignment.

Agreement Runs with Land. This Agreement shall constitute a covenant running with title to Assessment Area Two, binding upon the Developer and its successors and assigns as to Assessment Area Two lands or portions thereof, and any transferee of any portion of Assessment Area Two lands as set forth in this Section, except as permitted by subsection 6(b), below, or subject to the conditions set forth in subsection 6(c), below.

Exceptions. The Developer shall not transfer any portion of Assessment Area Two lands to any third party without complying with the terms of subsection 6(c) herein, other than:

Platted and fully developed lots to homebuilders restricted from re-platting;

Platted and fully developed lots to homebuyers; and

Portions of Assessment Area Two which are exempt from assessments to the County, the District, a homeowners’ association, or other governmental agencies.

Any transfer of any portion of Assessment Area Two lands pursuant to subsections (i), (ii) or (iii) listed above shall constitute an automatic release of such portion of Assessment Area Two lands from the scope and effect of this Agreement, provided however that any True-Up Payment owing is paid prior to such transfer.
Transfer Conditions. The Developer shall not transfer any portion of the Assessment Area Two lands to any third party, except as permitted by Section 6(b) above, without satisfying the following condition (“Transfer Condition”): delivering a recorded copy of this Agreement to such third party and satisfying any True-Up Payment that results from any true-up determinations made by the District incident to such transfer. Any transfer that is consummated pursuant to this Section shall operate as a release of the Developer from its obligations under this Agreement as to such portion of the Assessment Area Two lands only arising from and after the date of such transfer and satisfaction of all of the Transfer Condition including payment of any True-Up Payments due, and the transferee, which by recording or causing to be recorded in the Official Records of Polk County, the deed transferring such portion to the transferee shall be deemed to assume the Developer’s obligations in accordance herewith shall be deemed the “Developer” from and after such transfer for all purposes as to such portion of the Assessment Area Two lands so transferred. Regardless of whether the conditions of this subsection are met, any transferee, other than those specified in subsection 6(b) herein, shall take title subject to the terms of this Agreement.

Section 7. Recovery of Costs and Fees. In the event either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party, as determined by the applicable court or other dispute resolution provider, shall be entitled to recover from the non-prevailing 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.

SECTION 8. NOTICE. All notices, requests, consents, and other communications hereunder (the “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 the District:	Peace Creek Community Development District
c/o Governmental Management Services – Central Florida, LLC
219 E. Livingston Street Orlando, Florida 32801 Attn: District Manager
With a copy to:	Kilinski |Van Wyk PLLC
517 East College Avenue Tallahassee, Florida 32301 Attn: District Counsel

If to the Developer:	653th, LLC
4900 Dundee Road
Winter Haven, Florida 33884 Attn: Brent Elliott

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.

Section 9. Amendment. This Agreement shall constitute the entire agreement between the parties as to the matters set forth herein and may be modified in writing only by the mutual agreement of the parties and with the prior written consent of the Trustee of the 2025 Bonds, acting at the direction of the Bondholders owning a majority of the aggregate principal amount of the 2025 Bonds then outstanding.

Section 10. Termination. This Agreement shall be effective as of the Effective Date and will continue in effect until it is rescinded in writing by the mutual assent of the Parties, or

until the earlier of the date on which the Series 2025 Assessments are fully allocated to platted units. In any event, this Agreement shall be deemed terminated automatically as to any lot sold to a homebuyer. This Agreement shall also be deemed terminated automatically on the Assessment Area Two lands or portion of the Assessment Area Two lands reflected in a release of lien as recorded by the District, so long as conditions for such recorded release are met and are consistent with the terms of this Agreement.
Section 11. Negotiation at Arm’s Length. 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 and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either party.

Section 12. Beneficiaries. Except as provided below, 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. Except as provided below, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person, corporation, or entity 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. Notwithstanding the foregoing, the Trustee for the 2025 Bonds, on behalf of the Majority Owners (as defined in the Second Supplemental Trust Indenture relating to the 2025 Bonds) of the 2025 Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall be entitled to cause the District to enforce the Developer's obligations hereunder. The Trustee has not assumed any obligations hereunder.

Section 13.	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 which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute or law, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.
Section 14. Applicable Law and Venue. This Agreement shall be governed by the laws of the State of Florida. The parties agree and consent that proper venue for any dispute arising out of this Agreement, whether in or out of court, shall be in Polk County, Florida.

Section 15. 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.

Section 16. Public Records. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Assignment may be public records and treated as such in accordance with Florida law.

Section 17. Anti-Human Trafficking. The Developer certifies, by acceptance of this Agreement, that neither it nor its principals utilize coercion for labor or services as defined in Section 787.06, Florida Statutes. The Developer agrees to execute an affidavit in compliance with Section 787.06(13), Florida Statutes, and acknowledges that if the Developer refuses to sign said affidavit, the District may terminate this Agreement immediately.

[Remainder of page intentionally left blank.]

In witness whereof, the parties execute this agreement the day and year first written
above.

WITNESSES:

653TH, LLC,
a Florida limited liability company

Witness Signature
Printed name:		 Address: 	

By: 	
Its: 	

Witness Signature
Printed name:		 Address: 	

STATE OF FLORIDA		) COUNTY OF 		)

The foregoing instrument was acknowledged before me by means of ▢ physical presence or  ▢ online  notarization  this 	 day of January 2025, by 	,  as
	 of 653th, LLC for and on behalf of said entity. S/he [ ] is personally
known to me or [ ] produced 	 as identification.

NOTARY STAMP:

Signature of Notary Public

Printed Name of Notary Public

WITNESSES:	PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

Witness Signature
Printed name:			
Address: 		Adam Morgan
Chairperson, Board of Supervisors

Witness Signature
Printed name:		 Address: 	

STATE OF FLORIDA	)
COUNTY OF 		)

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this    day of January 2025, by Adam Morgan, as Chairperson of the Board of Supervisors of the Peace Creek Community Development District, for and on behalf of the District. S/he [ ] is personally known to me or [ ] produced 	 as identification.
NOTARY STAMP:

Signature of Notary Public

Printed Name of Notary Public

Exhibit A:	Assessment Area Two
Exhibit B:	Engineer’s Report

Exhibit A Assessment Area Two

Exhibit B Engineer’s Report

[attached beginning at following page.]

SECTION 8

This instrument was prepared by and upon recording should be returned to:

(This space reserved for Clerk)

Jennifer Kilinski, Esq. Kilinski |Van Wyk PLLC 517 East College Avenue Tallahassee, Florida 32301

COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT RIGHTS

This Collateral Assignment and Assumption of Development Rights (the
“Assignment”) is made and entered into this    day of January 2025, by and between:

653TH, LLC, a Florida limited liability company, and the developer and/or owner of certain lands within the District, whose mailing address is 4900 Dundee Road, Winter Haven, Florida 33884 (together with its successors and assigns, the “Developer” or “Assignor”); and

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, being situated within the City of Winter Haven, Florida, whose mailing address is c/o Governmental Management Services – Central Florida, LLC, 219 East Livingston Street, Orlando, Florida 32801 (the “District” or “Assignee” and, together with the District, each a “Party” and collectively, the “Parties”).

RECITALS
Whereas, the District was established by an ordinance enacted by the City Commission of the City of Winter Haven, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, and for the purposes, among others, of planning, financing, constructing, operating and/or maintaining certain public infrastructure improvements; and

WHEREAS, the Developer is currently the developer and/or owner of certain lands in Winter Haven, Florida, located within the boundaries of the District and generally identified as Assessment Area Two, which lands constitute the assessment area for the allocation of the Series 2025 Assessments (hereinafter defined) securing the 2025 Bonds (hereinafter defined) and which property description is attached hereto as Exhibit A and is incorporated herein by this reference (“Assessment Area Two”); and
WHEREAS, the District has adopted an improvement plan for the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities and services within and without the boundaries of the District, which plan is detailed in the Engineer’s Report of Capital Improvements, dated March 9, 2022, as amended by that certain Amended and Restated Engineer’s Report of Capital Improvements, dated April 14, 2022 (together, the “Master Engineer’s Report” and the improvements described therein, the “Capital Improvement Plan”), as supplemented by the Supplemental Engineer’s Report for Assessment Area Two Bonds, dated December 10, 2024 (the “Supplemental Engineer’s Report” and the improvements described

therein, the “2025 Project,” and together with the Master Engineer’s Report hereinafter collectively, the “Engineer’s Report”) attached hereto as Exhibit B and incorporated herein by this reference; and

Whereas, the 2025 Project is estimated to cost a total amount of approximately
$3,791,540; and
Whereas, a Final Judgment was issued on June 27, 2022, validating the authority of the District to issue up to $28,000,000 in aggregate principal amount of Peace Creek Community Development District Special Assessment Bonds to finance certain improvements and facilities within and without the District boundaries; and

WHEREAS, the District is presently in the process of issuing $	 of Peace Creek Community Development District Special Assessment Bonds, Series 2025 (Assessment Area Two) (“2025 Bonds”) to finance a portion of the 2025 Project; and

WHEREAS, the 2025 Project will be completed over the lands in Assessment Area Two, as such is further defined in the District’s Master Assessment Methodology for Peace Creek Community Development District, dated March 9, 2022, as amended by that certain Amended and Restated Master Assessment Methodology for Peace Creek Community Development District, date April 26, 2022 (together, the “Master Assessment Report”), as supplemented by that certain Second Supplemental Assessment Methodology Report, dated December 10, 2024 (the “Second Supplemental Assessment Report” and together with the Master Assessment Report, the “Assessment Report”); and
Whereas, the District has taken the steps necessary to impose special assessments upon the benefitted lands within the District pursuant to Chapters 170, 190 and 197, Florida Statutes, as security for the 2025 Bonds; and

WHEREAS, the District's special assessments securing the 2025 Bonds (the “Series 2025 Assessments”) will be imposed on those benefited lands within Assessment Area Two as more specifically described in Resolutions 2022-27, 2022-28, 2022-37, 2022-41, 2022-44, and 2025-05 (collectively, “Assessment Resolutions”); and

WHEREAS, Assignor has acquired, or hereafter may acquire, certain rights (“Development and Contract Rights”) in, to, under, or by virtue of certain contracts, agreements, and other documents, which now or hereafter affect Assessment Area Two and the 2025 Project (collectively, “Contract Documents”); and
WHEREAS, the District and the Developer anticipate development of Assessment Area Two, and the allocation of the Series 2025 Assessments thereon, consistent with the Supplemental Engineer’s Report and the Second Supplemental Assessment Report relating to the 2025 Project until such time as the final platting and development of Assessment Area Two (and the payment of any true-up amounts due and securing the 2025 Bonds) is completed (“Development Completion”); and

WHEREAS, in the event of default in the payment of the Series 2025 Assessments securing the 2025 Bonds, the District has certain remedies with respect to the lien of the Series 2025 Assessments as more particularly set forth herein, including certain foreclosure rights provided by Florida law (the “Remedial Rights”); and
Whereas, as inducement to the District to issue the 2025 Bonds, it is necessary to require the collateral assignment of the Development and Contract Rights for Assessment Area Two to complete the 2025 Project as anticipated by and at substantially the densities and intensities envisioned in the Supplemental Engineer’s Report and the Second Supplemental Assessment Report allocable to Assessment Area Two; and
Whereas, this Assignment is not intended to impair or interfere with the development of the Capital Improvement Plan, including the 2025 Project, as anticipated by and at substantially the densities and intensities envisioned in the Supplemental Engineer’s Report and the Second Supplemental Assessment Report and shall only be inchoate and shall become an effective and absolute assignment and assumption of the Development and Contract Rights upon failure of Assignor to pay the Series 2025 Assessments levied against Assessment Area Two owned by Assignor; provided, however, that such assignment shall only be effective and absolute to the extent that this Assignment has not been terminated earlier pursuant to the term of this Assignment; and
Whereas, in the event of a transfer, conveyance or sale of any portion of Assessment Area Two, successors-in-interest (including successors in interest that are affiliates of the Developer) to Assessment Area Two shall be subject to this Assignment, which shall be recorded in the Official Records of Polk County, Florida, except as to Prior Transfers (defined below); and
Whereas, the rights assigned to the District hereunder shall be exercised in a manner which will not materially affect the intended development of the Capital Improvement Plan, including the 2025 Project; and
Whereas, absent this Assignment becoming effective and absolute, it shall automatically terminate upon the occurrence of certain events described herein.
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 receipt and sufficiency of which are acknowledged, Assignor and Assignee agree as follows:
Incorporation of Recitals. The recitals stated above are true and correct and by this reference are incorporated as a material part of this Assignment.
Collateral Assignment.

In the event of Assignor’s default in the payment of the Series 2025 Assessments securing the 2025 Bonds, Assignee shall be entitled to exercise its Remedial Rights to secure control and/or title to Assessment Area Two. Such exercise of Remedial Rights by Assignee may include foreclosure proceedings, acceptance of a deed in lieu of foreclosure and the establishment of a special-purpose entity (“SPE”) to hold title to Assessment Area Two, as

designee of Assignee. Assignor hereby agrees to unconditionally collaterally assign to Assignee or its designee, to the extent assignable, and to the extent that they are owned or controlled by Assignor, all of its Development and Contract Rights as security for Assignor’s payment and performance and discharge of its obligation to pay the Series 2025 Assessments levied against Assessment Area Two. Notwithstanding any contrary terms in this Assignment: the Development and Contract Rights exclude (x) any portion of the Development and Contract Rights which relates solely to lots which have been conveyed to third party end-users effective as of such conveyance in the course of ordinary business, and (y) any portion of the Development and Contract Rights which relates solely to any portion of Assessment Area Two which has been transferred, dedicated and/or conveyed, or is in the future conveyed, to the City of Winter Haven, Polk County, Assignee, any utility provider, governmental or quasi-governmental entity, any applicable homeowner’s or property owner’s association or other governing entity or association as may be required by the applicable permits, approvals, entitlements or regulations affecting the District, if any, and the Development and Contract Rights, in each case effective as of such transfer, conveyance and/or dedication, as applicable (each a “Prior Transfer”). Subject to the foregoing, the Development and Contract Rights shall include, but not be limited to, the items listed in subsections (i) through
(ix) as follows:

Any declaration of covenants of a homeowner’s association governing Assessment Area Two, as recorded in the Official Records of Polk County, Florida, and as the same may be amended and restated from time to time, including, without limitation, all of the right, title, interest, powers, privileges, benefits and options of the “Developer” or “Declarant” thereunder.
Engineering and construction plans and specifications for grading, traffic capacity analyses, roadways, site drainage, storm water drainage, signage, water distribution, wastewater collection, and other improvements to or affecting Assessment Area Two.
Preliminary and final plats and/or site plans for Assessment Area Two.
Architectural plans and specifications for public buildings and other improvements to Assessment Area Two, other than those associated with homebuilding and home construction.
Permits, approvals, agreements, resolutions, variances, licenses, and franchises and applications therefor whether approved or in process pending before or granted by governmental authorities, or any of their respective agencies, for or affecting the development of Assessment Area Two and construction of improvements thereon.
Contracts with engineers, architects, land planners, landscape architects, consultants, contractors, and suppliers for or relating to the development of Assessment Area Two or the construction of improvements thereon, together with all warranties, guaranties and indemnities of any kind or nature associated therewith.

Franchise or other agreements for the provision of water and wastewater service to Assessment Area Two, and all hookup fees and utility deposits paid by Assignor in connection therewith.
Permit fees, impact fees, deposits and other assessments and impositions paid by Assignor to any governmental authority or utility and capacity reservations, impact fee credits and other credits due to Assignor from any governmental authority or utility provider, including credit for any dedication or contribution of Assessment Area Two by Assignor in connection with the development of Assessment Area Two or the construction of improvements thereon.
All future creations, changes, extensions, revisions, modifications, substitutions, and replacements of any of the foregoing and any guarantees of performance of obligations to Assignor arising thereunder by any means, including, but not limited to, pursuant to governmental requirements, administrative or formal action by third parties, or written agreement with governmental authorities or third parties.
This Assignment is not intended to and shall not impair or interfere with the development of Assessment Area Two, including, without limitation, any purchase and sale agreements for platted lots with homebuilders (“Builder Contracts”), and shall only be inchoate and shall become an effective and absolute assignment and assumption of the Development and Contract Rights upon failure of Assignor to pay the Series 2025 Assessments levied against Assessment Area Two owned by Assignor, if such failure remains uncured after passage of any applicable cure period; provided, however, that such assignment shall only be effective and absolute to the extent that this Assignment has not been terminated earlier pursuant to the term of this Assignment. Further, this Assignment is not intended to restrict nor shall it be construed as restricting Assignor’s ability to assign Development and Contract Rights in the ordinary course of business, and Assignor expressly retains the right and a license to use, enforce, sue upon, make claim under and upon and otherwise exercise all rights and remedies of Assignor related to or arising from the Development and Contract Rights in the event an assignment of Development and Contract Rights under this Assignment becomes effective. However, to the extent the Developer’s exercise of rights set forth above causes the District to incur any cost, the Developer agrees to pay such cost. Moreover, the Developer agrees not to exercise any rights provided for herein in a manner adverse to the District’s interests.
If this Assignment has not become absolute, any portion not previously terminated and/or property released in connection with a Prior Transfer shall automatically terminate upon the earliest to occur of the following events (herein, the “Term”): (i) payment of the 2025 Bonds in full; or (ii) Development Completion. At the Developer’s request and the District’s confirmation that the provisions of the foregoing have been satisfied, the District and the Developer will record a notice or other appropriate instrument in the Public Records of Polk County, Florida, confirming the end of the Term. Without limiting the foregoing, upon a Prior Transfer, the portion of Assessment Area Two so transferred shall be deemed released automatically from the terms, scope and encumbrance of this Assignment whether or not the Term has expired as to any other portion of Assessment Area Two and without any written release or

certification being required from the District or any other person or entity, and any transferee and title examiner may rely on the foregoing automatic release in insuring title to such portion of Assessment Area Two so transferred without making exception for this Assignment.
Assignor Warranties. Assignor represents and warrants to Assignee that, subject to the Builder Contracts now or hereafter executed by Assignor pursuant to the terms of the Builder Contracts:

Other than in connection with the sale of lots to homebuilders or end users located within Assessment Area Two and in the ordinary course of business, Assignor has made no assignment of the Development and Contract Rights to any person other than Assignee.
To the actual knowledge of Assignor and except as permitted or stated herein, Assignor has not done any act or omitted to do any act which will prevent Assignee from, or limit Assignee in, acting under any of the provisions hereof.
To the actual knowledge of Assignor, there is no material default under the terms of the existing Contract Documents and all such Contract Documents remain in full force and effect.
Assignor is not prohibited under agreement with any other person or under any judgment or decree from the execution, delivery and performance of this Assignment.
No action has been brought or threatened which would in any way interfere with the right of Assignor to execute this Assignment and perform all of Assignor’s obligations herein contained.
Any transfer, conveyance or sale of Assessment Area Two shall subject any and all affiliated entities or successors-in-interest of the Developer to this Assignment (including successors-in-interest that are affiliates of the Developer), except to the extent constituting a Prior Transfer.
Assignor Covenants. Assignor covenants with Assignee that during the Term:
Assignor will use commercially reasonable efforts to: (i) fulfill, perform, and observe each and every material condition and covenant of Assignor relating to the Development and Contract Rights, including, but not limited to, any material changes in the Development and Contract Rights; and (ii) give notice to Assignee of any claim of material default relating to the Development and Contract Rights given to or by Assignor, together with a complete copy of any such claim.
In the event of the institution of any involuntary bankruptcy, reorganization or insolvency proceedings against Assignor or the appointment of a receiver or a similar official with respect to all or a substantial part of the properties of Assignor, Assignor shall endeavor in good faith to have such proceedings dismissed or such appointment vacated within a period of one hundred twenty (120) days.

Assignee Obligations. Nothing herein shall be construed as an obligation on the part of Assignee to accept any liability for all or any portion of the Development and Contract Rights unless it chooses to do so in its sole discretion. Nor shall any provision hereunder be construed to place any liability or obligation on Assignee for compliance with the terms and provisions of all or any portion of the Development and Contract Rights.
EVENT(S) OF DEFAULT. Any material breach of Assignor’s warranties contained in Section 3 hereof or breach of covenants contained in Section 4 hereof, shall, after the giving of notice and after failure to cure within a reasonable cure period in light of the default (which cure period shall not be less than sixty (60) days (and shall not be construed to extend any other cure periods provided hereunder) unless Assignee, in its sole discretion, agrees to a longer cure period) constitute an Event of Default (“Event of Default”). Additionally, the failure to timely pay the Series 2025 Assessments levied and imposed upon lands owned by Assignor shall constitute an Event of Default.
Remedies Upon Event of Default. Upon an Event of Default, Assignee or Assignee’s designee may, as Assignee’s sole and exclusive remedies under this Assignment (and separate and apart from any Remedial Rights or other rights provided by law), take any or all of the following actions, at Assignee’s option:
Perform any and all obligations of Assignor relating to the Development and Contract Rights and exercise any and all rights of Assignor therein as fully as Assignor could;
Initiate, appear in, or defend any action arising out of or affecting the Development and Contract Rights;

Sue for, or otherwise collect and receive, monies due under the Contract Documents, including those past due and unpaid, and apply the same against all costs and expenses of collection and then against all costs and expenses of operation of Assessment Area Two or the performance of Assignor’s obligations under the Contract Documents. Neither entry upon and taking possession of Assessment Area Two nor the collection of monies due under the Contract Documents shall in any way operate to cure or waive any default under any instrument given by Assignor to Assignee, or prohibit the taking of any other action by Assignee under any such instrument, or at law or in equity, to enforce payment of the obligations secured hereby or to realize on any other security; and/or

Demand, effective upon the occurrence of an Event of Default, and after Assignor’s receipt of a demand notice from Assignee following and Event of Default, that Assignor use commercially reasonable efforts: (i) at the sole cost and expense of Assignor, to enforce the performance and observance of each and every material covenant and condition of the Contract Documents to be performed or observed; and (ii) appear in and defend any action involving the Contract Documents or the obligations or liabilities of Assignor or any guarantor thereunder. Also to be effective upon the occurrence of an Event of Default, and after Assignor’s receipt of a demand notice from following an Event of Default, Assignor will neither modify the terms of the Contract Documents in any material respect (unless required so to do by the terms thereof or to comply with documents executed in connection with the issuance of the 2025 Bonds) nor waive or release any third party from the performance of any obligation to be performed or

liability assumed under the terms of the Contract Documents or from liability on account of any warranty given by such third party, without the prior consent of Assignee, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Assignor will not at any time knowingly take any action (or omit to take any action) with respect to the Development and Contract Rights that materially and adversely affect the rights of the District or the District’s bondholders.
Authorization of Performance. Upon the occurrence and during the continuation of an Event of Default, Assignor does hereby authorize and shall direct any party to any agreement relating to the Development and Contract Rights to tender performance thereunder to Assignee upon written notice and request from Assignee. Any such performance in favor of Assignee shall constitute a full release and discharge to the extent of such performance as fully as though made directly to Assignor.
SECURITY AGREEMENT. Subject to the terms of this Assignment, this Assignment shall be a security agreement between Assignor, as the debtor, and Assignee, as the secured party, covering the Development and Contract Rights and Contract Documents that constitute personal property governed by the Florida Uniform Commercial Code (“Code”), and Assignor grants to Assignee a security interest in such Development and Contract Rights and Contract Documents. Notwithstanding the foregoing, Assignee shall not be entitled to exercise any right as a secured party, including, without limitation, the filing of any and all financing statements, until the occurrence of an Event of Default hereunder, subject to any applicable notice and cure period.
Successors; Third-Party Beneficiaries. This Assignment 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 Assignment. Nothing in this Assignment expressed or implied is intended or shall be construed to confer upon any person or entity other than the District and the Developer any right, remedy, or claim under or by reason of this Assignment or any of the provisions or conditions of this Assignment; and all of the provisions, representations, covenants, and conditions contained in this Assignment shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns, subject to the provisions hereof regarding the automatic release of portions of Assessment Area Two here from upon a Prior Transfer.
Notwithstanding the foregoing, the Trustee, acting at the direction of the Majority Holders of the 2025 Bonds, shall have the right to directly enforce the provisions of this Assignment. The Trustee shall not be deemed to have assumed any obligations under this Assignment. This Assignment may not be assigned or materially amended without the consent of the Trustee, acting at the direction of the Majority Holders of the 2025 Bonds, which consent shall not be unreasonably withheld.
ENFORCEMENT. In the event that either Party is required to enforce this Assignment by court proceedings or otherwise, then the Parties agree that the prevailing Party shall be entitled to recover from the other all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AMENDMENTS. Amendments to and waivers of the provisions contained in this Assignment may be made only by an instrument in writing which is executed by both the District and the Developer.
Authorization of Execution. The execution of this Assignment has been duly authorized by the appropriate body or official of the District and the Developer; both the District and the Developer have complied with all the requirements of law with respect to the execution of this Assignment; and both the District and the Developer have full power and authority to comply with the terms and provisions of this instrument.
NOTICES. All notices, requests, consents and other communications under this Assignment (the “Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight courier delivery service, to the parties, as follows:
If to the District:	Peace Creek Community Development District
c/o Governmental Management Services – Central Florida, LLC
219 East Livingston Street Orlando, Florida 32801 Attn: District Manager

With a copy to:	Kilinski |Van Wyk PLLC
517 East College Avenue Tallahassee, Florida 32301 Attn: District Counsel
If to the Developer:	653th, LLC
4900 Dundee Road
Winter Haven, Florida 33884 Attn: Brent Elliott
Except as otherwise provided in this Assignment, 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 Assignment 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.

Arm’s Length Transaction. This Assignment has been negotiated fully between the District and the Developer as an arm’s length transaction. Both Parties participated fully in the preparation of this Assignment and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Assignment, both Parties are deemed

to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Developer.

Applicable Law and Venue. This Assignment and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Assignment shall be in Polk County, Florida.

PUBLIC RECORDS. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Assignment may be public records and treated as such in accordance with Florida law.

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Assignment shall not affect the validity or enforceability of the remaining portions of this Assignment, or any part of this Assignment not held to be invalid or unenforceable.

Limitations on Governmental Liability. Nothing in this Assignment 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 which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Assignment shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred by sovereign immunity or by other operation of law.
Headings for Convenience Only. The descriptive headings in this Assignment are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Assignment.

COUNTERPARTS. This Assignment 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.

TERMINATION. This Assignment shall continue in effect until it is rescinded in writing by the mutual assent of the Parties. This Assignment shall also be terminated automatically upon full payment of the Series 2025 Assessments securing the 2025 Bonds.

Anti-Human Trafficking. The Developer certifies, by acceptance of this Assignment, that neither it nor its principals utilize coercion for labor or services as defined in Section 787.06, Florida Statutes. The Developer agrees to execute an affidavit in compliance with Section 787.06(13), Florida Statutes, and acknowledges that if the Developer refuses to sign said affidavit, the District may terminate this Assignment immediately.

EFFECTIVE DATE. This Assignment shall be effective after execution by both the District and the Developer.

In witness whereof, the Developer and the District have caused this Assignment to be executed and delivered on the day and year first written above.

WITNESSES:

653th, LLC,
a Florida limited liability company

Witness Signature
Printed name:		 Address: 	

By: 	
Its: 	

Witness Signature
Printed name:		 Address: 	

STATE OF FLORIDA		) COUNTY OF 		)

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this 	 day of January 2025, by 	, as
	 of 653th, LLC for and on behalf of said entity. S/he [ ] is personally
known to me or [ ] produced 	 as identification. NOTARY STAMP:
Signature of Notary Public

Printed Name of Notary Public

WITNESSES:	PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

Witness Signature
Printed name:			
Address: 		Adam Morgan
Chairperson, Board of Supervisors

Witness Signature
Printed name:		 Address: 	

STATE OF FLORIDA	)
COUNTY OF 		)

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this    day of January 2025, by Adam Morgan, as Chairperson of the Board of Supervisors of the Peace Creek Community Development District, for and on behalf of the District. He [ ] is personally known to me or [ ] produced 	 as identification.
NOTARY STAMP:

Signature of Notary Public

Printed Name of Notary Public

Exhibit A:	Assessment Area Two
Exhibit B:	Supplemental Engineer’s Report for Assessment Area Two Bonds, dated December 10, 2024

Exhibit A Assessment Area Two

Exhibit B
Supplemental Engineer’s Report for Assessment Area Two Bonds, dated December 10, 2024

[attached beginning at following page.]

SECTI--ON·C

AGREEMENT BY AND BETWEEN THE PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT AND 653TH, LLC REGARDING THE ACQUISITION OF WORK PRODUCT, IMPROVEMENTS, AND REAL PROPERTY
(ASSESSMENT AREA TWO, SERIES 2025 BONDS)

THIS AGREEMENT (the “Agreement”) is made and entered into this   day of January 2025, by and between:
PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Winter Haven, Florida, with a mailing address of c/o Governmental Management Services – Central Florida, LLC, 219 East Livingston Street, Orlando, Florida 32801 (the “District”); and

653TH, LLC, a Florida limited liability company, with a mailing address of 4900 Dundee Road, Winter Haven, Florida 33884 (the “Developer” and, together with the District, the “Parties”).
RECITALS
WHEREAS, the District was established by an ordinance enacted by the City Commission of the City of Winter Haven, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), and for the purposes, among others, of planning, financing, constructing, operating and/or maintaining certain public infrastructure improvements; and

Whereas, the Act authorizes the District to issue bonds for the purposes, among others, of planning, financing, constructing, operating and/or maintaining certain public infrastructure, including but not limited to roadways, stormwater management, utilities (water & sewer), offsite improvements, landscaping/lighting, and other infrastructure within or without the boundaries of the District; and

WHEREAS, the District has adopted an improvement plan for the planning, design, acquisition, construction, and installation of various infrastructure improvements, facilities, and services within the District, and the anticipated cost thereof, as described in that certain Engineer’s Report of Capital Improvements, dated March 9, 2022, as amended by that certain Amended and Restated Engineer’s Report of Capital Improvements, dated April 14, 2022 (the “Master Engineer’s Report” and the improvements described therein, the “Capital Improvement Plan”), as supplemented by that certain Supplemental Engineer’s Report for Assessment Area Two Bonds, dated December 10, 2024 (“Supplemental Engineer’s Report” and the project detailed therein, the “2025 Project” and the improvements set forth therein the “Improvements,” and together with the Master Engineer’s Report, the “Engineer’s Report”), attached hereto as Exhibit A and incorporated herein by this reference; and

WHEREAS, the Developer is the owner and/or developer of certain lands located within the boundaries of the District identified in the Engineer’s Report and further described in Exhibit B

attached hereto and incorporated by reference (“Assessment Area Two”), within which the 2025 Project will be located; and

WHEREAS, the District is presently in the process of issuing $	 of Peace Creek Community Development District Special Assessment Bonds, Series 2025 (Assessment Area Two) (the “2025 Bonds”) to finance all or a portion of the 2025 Project, as set forth in the Engineer’s Report; and

WHEREAS, the District does not have sufficient monies on hand to allow the District to contract directly for: (i) the preparation of the surveys, testing, reports, drawings, plans, permits, specifications, and related documents necessary to complete the 2025 Project (“Work Product”); or (ii) construction and/or installation of all of the Improvements; and
Whereas, the District acknowledges the Developer’s needs to have the Improvements comprising the 2025 Project constructed in an expeditious and timely manner in order to develop Assessment Area Two; and

Whereas, in order to avoid a delay in the commencement of the development of the Work Product and/or the Improvements, the Developer has advance funded, commenced, and completed and/or will complete certain of the Work Product and/or Improvements; and

WHEREAS, the Developer and the District are entering into this Agreement to set forth the process by which the District may acquire the Work Product, the Improvements, and any related real property interests (“Real Property”) from the Developer and to provide an agreement for reimbursement to the Developer under the terms and conditions herein.

Now, therefore, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the District and the Developer agree as follows:

SECTION 1. INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.

SECTION 2. WORK PRODUCT. The 2025 Project represents those Improvements and Work Product that have met the requirements of this Agreement, have been acquired by the District, and are eligible for reimbursement to the Developer when the 2025 Bonds are issued subject to the provisions of Section 4.01(a) of the Second Supplemental Trust Indenture. In the event that the 2025 Bonds are issued, the Parties agree to cooperate and use good faith and best efforts to undertake and complete the acquisition process contemplated by this Agreement, as may be amended from time to time, on such date or dates as the parties may jointly agree upon in writing, for all future acquisitions of Work Product or Improvements (each an “Acquisition Date”). Subject to any applicable legal requirements (e.g., but not limited to, those laws governing the use of proceeds from tax exempt bonds), and the requirements of this Agreement, the District agrees to acquire completed Work Product and Improvements that are part of its Capital Improvement Plan, as may be adopted in the future.

Request for Conveyance and Supporting Documentation – When Work Product or Improvements are ready for conveyance by or on behalf of the Developer to the District, the Developer shall notify the District in writing, describing the nature of the Work Product and/or Improvement and estimated cost. Additionally, the Developer agrees to provide, at or prior to the Acquisition Date, the following: (i) documentation of actual costs paid, (ii) instruments of conveyance such as bills of sale or such other instruments as may be requested by the District, and (iii) any other releases, warranties, indemnifications or documentation as may be reasonably requested by the District.
Costs – Subject to any applicable legal requirements (such as, but not limited to, those laws governing the use of proceeds from tax exempt bonds), the availability of proceeds from the 2025 Bonds, and the requirements of this Agreement, the District shall pay the lesser of: (i) the actual cost creation/construction of the Work Product or Improvements; and (ii) the fair market value of the Work Product or Improvements. The Developer shall provide copies of any and all invoices, bills, receipts, or other evidence of costs incurred by the Developer for any Work Product and/or Improvements. The District Engineer shall review all evidence of cost and shall certify to the District’s Board of Supervisors (“Board”) whether the cost being paid is the lesser of: (i) the actual cost of creation/construction of the Work Product or Improvements; and (ii) the fair market value of the Work Product or Improvements.

Conveyances on “As-Is” Basis – Unless otherwise agreed, all conveyances of Work Product and/or Improvements shall be on an “as-is” basis. The Developer agrees to assign, transfer and convey to the District any and all rights against any and all firms or entities which may have caused any latent or patent defects, including, but not limited to, any and all warranties and other forms of indemnification.
Right to Rely on Work Product and Releases – The Developer agrees to release to the District all right, title, and interest which the Developer may have in and to any Work Product conveyed hereunder, 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 reasonably obtain all releases from any professional providing services in connection with the Work Product to enable the District to use and rely upon the Work Product. The District agrees to allow the Developer access to and use of the Work Product without the payment of any fee by the Developer. However, to the extent the Developer’s access to and use of the Work Product causes the District to incur any cost or expense, such as copying costs, the Developer agrees to pay such cost or expense.

Transfers to Third-Party Governments – If any item acquired is to be conveyed to a third-party governmental body, then the Developer agrees to cooperate and provide such certifications, documents, bonds, warranties, and/or forms of security as may be required by that governmental body, if any.

Permits – 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 Agreement.

Engineer’s Certification – The District shall accept any completed Work Product and/or Improvements where the District Engineer (or other consulting engineer reasonably acceptable to the District), in his/her professional opinion, is able to certify that, in addition to any other requirements of law: (i) the District Engineer has inspected the Work Product and/or Improvements as well as any and all site plans, plats, agreements, construction and development drawings, plans and specifications, surveys, engineering reports, soil reports, and documents of every kind and character whatsoever pertaining or applicable to or in any way connected with the development, construction, and ownership of the Improvements; (ii) the Improvements have been completed in compliance with the applicable governmental requirements, including but not limited to all permits, County regulations and code and, if applicable, FDOT regulations and code; (iii) the Improvements are within the scope of the Act, are expected to be included in the District’s Capital Improvement Plan, were installed in accordance with their specifications, are free from obstruction, and are capable of performing the functions for which the Improvements were intended; (iv) the total costs associated with the Improvements are accurate and representative of what was actually paid by Developer or its affiliate or assign to create and/or construct the Improvements; (v) all known plans, permits and specifications necessary for the operation and maintenance of the Improvements are complete and on file with the District, and have been transferred, or are capable of being transferred, to the District for operations and maintenance responsibilities; and (vi) the Improvements specifically benefit property within the boundaries of the District.

SECTION 3. CONVEYANCE OF REAL PROPERTY. When the 2025 Bonds are issued, the Parties agree to cooperate and use good faith and best efforts to undertake and complete the acquisition process contemplated by this Agreement, as may be amended from time to time, on an Acquisition Date. In the event of such an acquisition, the Developer agrees that it will convey to the District at or prior to such Acquisition Date as determined solely by the District, by a special warranty deed or other instrument acceptable to the District’s Board together with a metes and bounds or other description, the Real Property upon which any Improvements are constructed or which are necessary for the operation and maintenance of, and access to, the Improvements.
Cost – The Parties agree that all Real Property shall be provided to the District at no cost, unless (i) the costs for the Real Property are included as part of the 2025 Project, and (ii) the purchase price for the Real Property is less than or equal to the appraised value of the Real Property, based on an appraisal obtained by 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 Real Property that have been, or will be, funded by the District.

Fee Title and Other Interests – The District may determine in its reasonable discretion that fee title for the Real Property is not necessary and, in such cases, shall accept such other interest in the lands upon which the Improvements are constructed as the District

deems acceptable.

Developer Reservation – Any conveyance of Real Property hereunder by special warranty deed or other instrument shall be subject to a reservation by the Developer of its right, easement 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.
Fees, Taxes, Title Insurance – 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. The Developer shall be responsible for all taxes and assessments levied on the Real Property 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 or other evidence of title in a form satisfactory to the District.

Boundary Adjustments – The Developer and the District agree that future boundary adjustments may be made as deemed reasonably necessary by both Parties in order to accurately describe Real Property conveyed to the District and lands which remain in the Developer’s ownership. The Parties agree that any Real Property transfers made to accommodate such adjustments shall be accomplished by donation. However, the party requesting such adjustment shall pay any transaction costs resulting from the adjustment, including but not limited to taxes, title insurance, recording fees or other costs. The Developer agrees that if a court or other governmental entity determines that a re-platting of the Real Property within the District is necessary, the Developer shall pay all costs and expenses associated with such actions.
SECTION 4.	TAXES, ASSESSMENTS, AND COSTS.

Taxes and Assessments on Property Being Acquired. The District is an exempt governmental unit acquiring property pursuant to this Agreement for use exclusively for public purposes. Accordingly, in accordance with Florida law, the Developer agrees to place in escrow with the County tax collector an amount equal to the current ad valorem taxes and non-ad valorem assessments (with the exception of those ad valorem taxes and non-ad valorem assessments levied by the District) prorated to the date of transfer of title, based upon the expected assessment and millage rates giving effect to the greatest discount available for early payment.

If and only to the extent the property acquired by the District is subject to ad valorem taxes or non-ad valorem assessments, the Developer agrees to reimburse the District for payment, or pay on its behalf, any and all ad valorem taxes and non-ad valorem assessments imposed during the calendar year in which each parcel of property is conveyed.

Nothing in this Agreement shall prevent the District from asserting

any rights to challenge any taxes or assessments imposed, if any, on any property of the District.

Notice. The Parties agree to provide notice to the other within thirty (30) calendar days of receipt of any notice of potential or actual taxes, assessments, or costs, as a result of any transaction pursuant to this Agreement, or notice of any other taxes, assessments, or costs imposed on the property acquired by the District as described in subsection (a) above. The Developer covenants to make any payments due hereunder in a timely manner in accordance with Florida law. In the event that the Developer fails to make timely payment of any such taxes, assessments, or costs, the Developer acknowledges the District’s right to make such payment. If the District makes such payment, the Developer agrees to reimburse the District within thirty (30) calendar days of receiving notice of such payment, and to include in such reimbursement any fees, costs, penalties, or other expenses which accrued to the District as a result of making such a payment, including interest at the maximum rate allowed by law from the date of the payment made by the District.

Tax Liability Not Created. Nothing herein is intended to create or shall create any new or additional tax liability on behalf of the Developer or the District. Furthermore, the parties reserve all respective rights to challenge, pay under protest, contest or litigate the imposition of any tax, assessment, or cost in good faith they believe is unlawfully or inequitably imposed and agree to cooperate in good faith in the challenge of any such imposition.
SECTION 5. ACQUISITIONS AND BOND PROCEEDS. The District shall in good faith pursue the issuance of the 2025 Bonds to finance portions of the 2025 Project. In the event that the District issues the 2025 Bonds and has bond proceeds available to finance portions of the 2025 Project acquired by the District, and subject to the terms of the applicable documents relating to the 2025 Bonds, then the District shall promptly make payment for any such acquired Work Product, Improvements or Real Property pursuant to the terms of this Agreement as may be amended from time to time; provided, however, that in the event the District’s bond counsel determines that any such acquisitions are not properly compensable for any reason, including, but not limited to federal tax restrictions imposed on tax-exempt financing, then the District shall not be obligated to make payment for such acquisitions. In the event the District does not or cannot issue sufficient bonds within five (5) years from the date of this Agreement to pay for all acquisitions related to the 2025 Project, and, thus does not make payment to the Developer for any unfunded acquisitions, then the Parties agree that the District shall have no payment or reimbursement obligation whatsoever for those unfunded acquisitions. The Developer acknowledges that the District may convey some or all of the Work Product and/or Improvements to a general purpose unit of local government (e.g., the County) and consents to the District’s conveyance of such Work Product and/or Improvements prior to any payment being made by the District.

Section 6. Default. A default by either Party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages and/or specific performance.

SECTION 7.  ATTORNEYS’ FEES AND COSTS. 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 all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution, or appellate proceedings.
SECTION 8.  AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and the Developer. The Agreement may not be materially amended without the consent of the Trustee, acting at the direction of the Majority Holders of the 2025 Bonds, which consent shall not be unreasonably withheld.

SECTION 9. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Developer; both the District and the Developer have complied with all the requirements of law; and both the District and the Developer have full power and authority to comply with the terms and provisions of this instrument.

SECTION 10. NOTICES. All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the Parties, as follows:

If to the District:	Peace Creek Community Development District
c/o Governmental Management Services – Central Florida, LLC
219 East Livingston Street Orlando, Florida 32801 Attn: District Manager

With a copy to:	Kilinski | Van Wyk PLLC
517 East College Avenue Tallahassee, Florida 32301 Attn: District Counsel
If to the Developer:	653th, LLC
4900 Dundee Road
Winter Haven, Florida 33884 Attn: Brent Elliott
Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for 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 in this Agreement.

Section 11. Arm’s Length Transaction. This Agreement has been negotiated fully between the District and the Developer as an arm’s length transaction. Both 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, both Parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Developer.
Section 12. Third-Party Beneficiaries. This 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 Agreement. Nothing in this 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 Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns.

Section 13. Assignment. Neither the District nor the Developer may assign this Agreement or any monies to become due hereunder without the prior written approval of the other and without the consent of the Trustee, acting at the direction of the Majority Holders of the 2025 Bonds, which consent shall not be unreasonably withheld. Such consent shall not be required in the event of a sale of the majority of the lands within the District then owned by the Developer pursuant to which the unaffiliated purchaser agrees to assume any remaining obligations of the Developer under this Agreement, provided however that no such assignment shall be valid where the assignment is being made for the purpose of avoiding the Developer’s obligations hereunder.

Section 14. Applicable Law and Venue. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Agreement shall be in Polk County, Florida.
Section 15. Public Records. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public record and treated as such in accordance with Florida law.

Section 16. Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

Section 17.	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 law, 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 by sovereign immunity or by other operation of law.

Section 18. 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.
Section 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

Section 20. Anti-Human Trafficking. The Developer certifies, by acceptance of this Agreement, that neither it nor its principals utilize coercion for labor or services as defined in Section 787.06, Florida Statutes. The Developer agrees to execute an affidavit in compliance with Section 787.06(13), Florida Statutes, and acknowledges that if the Developer refuses to sign said affidavit, the District may terminate this Agreement immediately.

Section 21. Effective Date. This Agreement shall become effective after execution by the Parties hereto on the date reflected above.

[Remainder of page intentionally left blank.]

In witness whereof, the Parties execute this Agreement the day and year first written
above.
ATTEST:	PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Adam Morgan
Chairperson, Board of Supervisors

In witness whereof, the Parties execute this Agreement the day and year first written
above.

WITNESS:	653th, LLC,
a Florida limited liability company

Witness Signature	By: 	
Printed name: 		Its: 	

Exhibit A: Engineer’s Report
Exhibit B: Legal Description of Assessment Area Two

Exhibit A Engineer’s Report

[attached beginning at following page.]

Exhibit B
Legal Description of Assessment Area Two

SECTION D

AGREEMENT BETWEEN THE PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT AND 653TH, LLC, REGARDING THE COMPLETION OF DISTRICT IMPROVEMENTS

THIS COMPLETION AGREEMENT (the “Agreement”) is made and entered into this    day of January 2025 (“Effective Date”), by and between:

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, being situated within the City of Winter Haven, Florida, with a mailing address c/o Governmental Management Services – Central Florida, LLC, 219 East Livingston Street, Orlando, Florida 32801 (the “District”); and

653TH, LLC, a Florida limited liability company, with a mailing address of 4900 Dundee Road, Winter Haven, Florida 33884 (together with its successors and assigns, the “Developer” and, together with the District, each a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, the District was established by an ordinance enacted by the City Commission of the City of Winter Haven, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”) and is validly existing under the Constitution and laws of the State of Florida; and
Whereas, the Act authorizes the District to issue bonds for the purposes, among others, of planning, financing, constructing, operating and/or maintaining certain public infrastructure, including but not limited to roadways, stormwater management, utilities (water & sewer), offsite improvements, landscaping/lighting, and other infrastructure within or without the boundaries of the District; and

WHEREAS, the Developer is currently the owner and/or developer of certain lands in Winter Haven, Florida, located within the boundaries of the District as described in Exhibit A attached hereto and incorporated by reference (“Assessment Area Two”); and

WHEREAS, the District has adopted an improvement plan for the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities and services within and without the boundaries of the District, which plan is detailed in the Engineer’s Report of Capital Improvements, dated March 9, 2022, as amended by that certain Amended and Restated Engineer’s Report of Capital Improvements, dated April 14, 2022 (together, the “Master Engineer’s Report” and the plan described therein, the “Capital Improvement Plan”), as supplemented by the Supplemental Engineer’s Report for Assessment Area Two Bonds, dated December 10, 2024 (the “Supplemental Engineer’s Report” and the improvements described therein, the “2025 Project,” and together with the Master Engineer’s Report hereinafter collectively, the “Engineer’s Report”) attached hereto as Exhibit B and incorporated herein by this reference; and

Whereas, the 2025 Project is estimated to cost a total amount of approximately
$3,791,540; and

Whereas, a Final Judgment was issued on June 27, 2022, validating the authority of the District to issue up to $28,000,000 in aggregate principal amount Peace Creek Community Development District Special Assessment Bonds in one or more series to finance the design, acquisition, construction, installation, of community development facilities, services and improvements within and without the boundaries of the District; and

WHEREAS, the District is presently in the process of issuing $	 of Peace Creek Community Development District Special Assessment Bonds, Series 2025 (Assessment Area Two), to finance a portion of the 2025 Project (the “2025 Bonds”); and

WHEREAS, the 2025 Project will be completed over the lands in Assessment Area Two as described in the Second Supplemental Assessment Methodology Report, dated December 10, 2024 (the “Second Supplemental Assessment Report”), which supplements that certain District’s Master Assessment Methodology for Peace Creek Community Development District, dated March 9, 2022, as amended by that certain Amended and Restated Master Assessment Methodology for Peace Creek Community Development District, date April 26, 2022 (together, the “Master Assessment Report” and together with the Second Supplemental Assessment Report, the “Assessment Report”) and also described in the Engineer’s Report; and

Whereas, in order to ensure that the 2025 Project is completed and funding is available in a timely manner to provide for completion, the Developer will make provision for any additional funds that may be needed in the future for the completion of the 2025 Project over and above the 2025 Bonds, including, but not limited to, all reasonable and customary administrative, legal, warranty, engineering, permitting or other related soft costs.

Now, therefore, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt of which and sufficiency of which are hereby acknowledged, the District and the Developer agree as follows:

Incorporation of Recitals. The recitals stated above are true and correct and are incorporated herein by this reference as a material part of this Agreement.

COMPLETION OF 2025 PROJECT. The Developer and the District agree and acknowledge that the District’s proposed 2025 Bonds will provide only a portion of the funds necessary to complete the 2025 Project. Therefore, as more particularly set forth in paragraphs 2(a) and 2(b) below, the Developer hereby agrees to complete, cause to be completed, provide funds or cause funds to be provided to the District in an amount sufficient to allow the District to complete or cause to be completed, those portions of the 2025 Project which remain unfunded including, but not limited to, all reasonable and customary administrative, legal, warranty, engineering, permitting or other related soft costs (“Remaining Project”) whether pursuant to existing contracts, including change orders thereto, or future contracts. Nothing herein shall cause or be construed to require the District to issue additional bonds or indebtedness to provide funds for any portion of the Remaining Project nor shall anything in this Agreement be construed as prohibiting

the District from doing so in the future. The District and the Developer hereby acknowledge and agree that the District’s execution of this Agreement constitutes the manner and means by which the District has elected to provide any and all portions of the Remaining Project not funded by District bonds or other indebtedness.
When all or any portion of the Remaining Project is the subject of a District contract, the Developer shall provide funds or cause funds to be provided directly to the District in an amount sufficient to complete the Remaining Project under such contract pursuant thereto, including change orders thereto, upon written notice from the District.

When any portion of the Remaining Project is not the subject of a District contract, the Developer may choose to: (i) complete, cause to be completed, provide funds or cause funds to be provided to the District in an amount sufficient to allow the District to complete or cause to be completed the Remaining Project; or (ii) have the District enter into a contract and proceed under Section 2(a) above, subject, in each case to a formal determination by the District’s Board of Supervisors that the option selected by the Developer will not adversely impact the District, and is in the District’s best interests.

Impact Fee Credits – The Parties recognize that the District is not anticipated to finance the total amount of the Capital Improvement Plan and portions of the Capital Improvement Plan are anticipated to be contributed by the Developer to the District. To the extent that the District finances improvements that give rise to impact fee credits or similar forms of reimbursement (together, the “Impact Fee Credits”), the District shall be entitled to the amount of such Impact Fee Credits in the event that the Developer’s contribution, which may be realized in the form of funding, donation of infrastructure or donation of other qualified improvements or real property, at the completion of the Capital Improvement Plan is less than the amount of Impact Fee Credits realized by the Developer for the District’s financing of the improvements that gave rise to such credits.
Other Conditions and Acknowledgments

The District and the Developer agree and acknowledge that the exact location, size, configuration and composition of the 2025 Project may change from that described in the Supplemental Engineer’s Report, depending upon final design of the 2025 Project, permitting or other regulatory requirements over time, or other factors. Material changes to the 2025 Project shall be made by a written amendment to the Supplemental Engineer’s Report, which shall include an estimate of the cost of the changes. Material changes to the 2025 Project shall require the prior written consent of the Trustee acting at the direction of the bondholders holding a majority of the aggregate principal amount of the bonds then outstanding; however, such consent is not necessary when the scope, configuration, size and/or composition of the improvements making up the 2025 Project are materially changed in response to a requirement imposed by a regulatory agency.

The District and the Developer agree and acknowledge that any and all portions of the Remaining Project which are constructed, or caused to be constructed, by the Developer shall be conveyed to the District or such other appropriate unit of local government or public utility as is designated in the Supplemental Engineer’s Report or required by governmental regulation or

development approval. All conveyances to another governmental entity shall be in accordance with and in the same manner as provided in any agreement between the District and the appropriate unit of local government.

Notwithstanding anything to the contrary contained in this Agreement, the payment or performance by the Developer of its obligations hereunder is expressly subject to, dependent and conditioned upon: (a) the issuance of the 2025 Bonds and use of the proceeds thereof to fund a portion of the 2025 Project, and (b) the scope, configuration, size and/or composition of the 2025 Project not materially changing without the consent of the Developer; however, such consent is not necessary and the Developer must meet its completion obligations when the scope, configuration, size and/or composition of the improvements that make up the 2025 Project are materially changed in response to a requirement imposed by a regulatory agency. In the event of a material change to the scope, configuration, size and/or composition of the 2025 Project in response to a requirement imposed by a regulatory agency, the Developer shall not consent to such material change without the prior written consent of the District.

Default and Protection Against Third-Party Interference. A default
by either Party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages (excluding punitive, special or consequential damages) and/or specific performance.

Enforcement of Agreement. In the event that either of the Parties 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 all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.
AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and the Developer.

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

NOTICES. All notices, requests, consents and other communications under this Agreement (the “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:

A.	If to the District:	Peace Creek Community Development District	
	c/o Governmental Management Services –	
	Central Florida, LLC	
	219 E. Livingston Street	
	Orlando, Florida 32801	
	Attn: District Manager	

With a copy to:	Kilinski |Van Wyk PLLC
517 East College Avenue Tallahassee, Florida 32301 Attn: District Counsel
B.	If to the Developer:	653th, LLC
4900 Dundee Road
Winter Haven, Florida 33884 Attn: Brent Elliott
Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for 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.
Arm’s Length Transaction. This Agreement has been negotiated fully between the District and the Developer as an arm’s length transaction. Each Party 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, both Parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Developer.

Third-Party Beneficiaries. This 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 Agreement. Nothing in this 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 Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns.

Notwithstanding anything in this Agreement to the contrary, the Trustee for the 2025 Bonds shall be a direct third-party beneficiary of the terms and conditions of this Agreement and, acting at the direction of and on behalf of the bondholders owning a majority of the aggregate principal amount of the 2025 Bonds, shall be entitled to cause the District to enforce the Developer’s obligations hereunder. The Trustee shall not be deemed to have assumed any obligations under this Agreement.

ASSIGNMENT. Neither the District nor the Developer may assign this Agreement or any monies to become due hereunder without the prior written approval of the other; provided that such consent shall not be unreasonably withheld by the District in the event of a sale of the majority of the Assessment Area Two then owned by the Developer pursuant to which the unaffiliated purchaser agrees to assume any remaining obligations of the Developer under this Agreement.
Applicable Law and Venue. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each Party consents that the venue for any litigation arising out of or related to this Agreement shall be in Polk County, Florida.

PUBLIC RECORDS. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and treated as such in accordance with Florida law.

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.

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 which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.
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.

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

TERMINATION. This Agreement if effective as of the Effective Date and shall continue in effect until completion of the Remaining Project, as evidenced by a Notice of Completion or other 2025 Project completion evidence to the District from the District Engineer.

Anti-Human Trafficking. The Developer certifies, by acceptance of this Agreement, that neither it nor its principals utilize coercion for labor or services as defined in Section 787.06, Florida Statutes. The Developer agrees to execute an affidavit in compliance with Section 787.06(13), Florida Statutes, and acknowledges that if the Developer refuses to sign said affidavit, the District may terminate this Agreement immediately.

In witness whereof, the Parties execute this Agreement the day and year first written
above.

Attest:

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

	

Secretary / Assistant Secretary

Adam Morgan
Chairperson, Board of Supervisors

In witness whereof, the Parties execute this Agreement the day and year first written
above.

WITNESS:

653TH, LLC,
a Florida limited liability company

Print Name: 	

By: 	
Its: 	

Exhibit A:	Assessment Area Two
Exhibit B:	Supplemental Engineer’s Report for Assessment Area Two Bonds, dated December 10, 2024

Exhibit A Assessment Area Two

Exhibit B
Supplemental Engineer’s Report for Assessment Area Two Bonds, dated December 10, 2024

[attached beginning on following page.]

SECTION E

This instrument was prepared by and upon recording should be returned to:

(This space reserved for Clerk)

Jennifer Kilinski, Esq. Kilinski | Van Wyk PLLC 517 East College Avenue Tallahassee, Florida 32301

DECLARATION OF CONSENT TO THE JURISDICTION OF PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT
AND TO IMPOSITION OF SERIES 2025 SPECIAL ASSESSMENTS

653TH, LLC, a Florida limited liability company (the “Developer”), is the owner and/or developer of certain lands located within the boundaries of the Peace Creek Community Development District (the “District”), generally identified as Assessment Area Two as further described herein and in the attached Exhibit A (“Assessment Area Two” or the “Property”). The Developer, intending that it and its respective successors in interest and assigns shall be legally bound by this Declaration, hereby declares, acknowledges and agrees as follows:
The District is, and has been at all times, on and after February 28, 2022, a legally created, duly organized, and validly existing community development district under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”). Without limiting the generality of the foregoing, the Developer acknowledges that: (a) the petition filed with the City Commission of the City of Winter Haven, Florida (the “City Commission”), relating to the creation of the District contained all matters required by the Act to be contained therein and was filed in the manner and by the persons required by the Act; (b) Ordinance O-22-15, effective as of February 28, 2022, as amended by Ordinance O-22-36, effective as of June 13, 2022, was duly and properly enacted by the City Commission in compliance with all applicable requirements of law; and (c) the members of the Board of Supervisors of the District (the “Board”) were duly and properly designated pursuant to the Act to serve in their capacities, and had the authority and right to authorize, approve and undertake all actions of the District approved and undertaken from February 28, 2022, to and including the date of this Declaration.
The Developer, for itself and its successors and assigns, hereby confirms and agrees that the special assessments imposed by Resolution Nos. 2022-27, 2022-28, 2022-37, 2022-41, 2022-44, and 2025-05 (collectively, the “Assessment Resolutions” and the special assessments imposed thereby as it relates to the Series 2025 Bonds, the “Series 2025 Assessments”), duly adopted by the Board, and all proceedings undertaken by the District with respect thereto have been in accordance with applicable Florida law, that the District has taken all action necessary to levy and impose the Series 2025 Assessments and the Series 2025 Assessments are legal, valid and binding first liens upon the Property coequal with the lien of all state, county, district and municipal taxes, and superior in dignity to all other liens, titles and claims, except for certain federal tax liens, until paid.
The Developer, for itself and its successors and assigns, hereby waives the right granted in Section 170.09, Florida Statutes, and rights provided in the 2025 Assessment Resolutions, to prepay the Series 2025 Assessments without interest within thirty (30) days after

the improvements are completed, in consideration of, among other things, rights granted by the District to prepay the Series Special Assessments in full or in part at any time, but with interest, under the circumstances set forth in the 2025 Assessment Resolutions.
The Developer hereby expressly acknowledges, represents and agrees that: (i) the Series 2025 Assessments, the 2025 Assessment Resolutions, and the terms of the financing documents related to the District’s issuance of its $	 Peace Creek Community Development District Special Assessment Bonds, Series 2025 (Assessment Area Two) (the “2025 Bonds”) securing payment thereof, and all other documents and certifications relating to the issuance of the 2025 Bonds (the “Financing Documents”) are valid and binding obligations enforceable in accordance with their terms; (ii) the Developer has no claims or offsets whatsoever against, or defenses or counterclaims whatsoever to, payments of the Series 2025 Assessments or claims of invalidity, deficiency or enforceability of the Series 2025 Assessments and Financing Documents (and the Developer hereby expressly waives any such claims, offsets, defenses or counterclaims); (iii) the Developer expressly waives and relinquishes any argument, claim or defense that foreclosure proceedings cannot be commenced until one (1) year after the date of the Developer’s default, and agrees that immediate use of remedies in Chapter 170, Florida Statutes, is an appropriate and available remedy, notwithstanding the provisions of Section 190.026, Florida Statues; and (iv) to the extent the Developer fails to timely pay any Series 2025 Assessments, including any true-up payment, collected by mailed notice of the District, such unpaid special assessments and future special assessments may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in any subsequent year, or may be foreclosed on pursuant to Chapters 170 and 190, Florida Statutes. Notwithstanding the foregoing, nothing in this Declaration shall be deemed to imply or impose personal liability upon the Developer to pay the Series 2025 Assessments, except for the Developer’s obligations under the Completion Agreement and Collateral Assignment of even date herewith, the Developer shall not suffer or incur any personal liability to pay any Series 2025 Assessments and the District’s sole remedies for the Developer’s non-payment of the Series 2025 Assessments shall be against the real estate subject to the lien of the Series 2025 Assessments and rights assigned under the Collateral Assignment and as otherwise provided for in law.
This Declaration shall represent a lien of record for purposes of Florida law, including but not limited to Chapter 197, Florida Statutes, and Sections 197.552 and 197.573, Florida Statutes, among others. Other information regarding the Series 2025 Special Assessments is available from the District Manager, Governmental Management Services – Central Florida, LLC, 219 East Livingston Street, Orlando, Florida 32801.
This Declaration may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement and the signatures of any party to any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart.
THE DECLARATIONS, ACKNOWLEDGEMENTS, AND AGREEMENTS CONTAINED HEREIN SHALL RUN WITH THE LAND DESCRIBED IN EXHIBIT A HERETO AND SHALL BE BINDING ON THE DEVELOPER AND ON ALL PERSONS (INCLUDING BUT NOT LIMITED TO INDIVIDUALS AS WELL AS CORPORATIONS, ASSOCIATIONS, TRUSTS, AND OTHER LEGAL ENTITIES) TAKING TITLE TO ALL

OR ANY PART OF THE PROPERTY, AND THEIR SUCCESSORS IN INTEREST, WHETHER OR NOT THE PROPERTY IS PLATTED AT SUCH TIME. BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE DEEMED TO HAVE CONSENTED AND AGREED TO THE PROVISIONS OF THIS DECLARATION TO THE SAME EXTENT AS IF THEY HAD EXECUTED IT AND BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE ESTOPPED FROM CONTESTING, IN COURT OR OTHERWISE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THIS DECLARATION.
Effective the    day of January 2025.
[Signature on following page.]

WITNESSES:

655th, LLC,
a Florida limited liability company

	

Witness Signature
Printed name:	 Address: 		

By: 	
Its: 	

Witness Signature
Printed name:	 Address: 		

STATE OF FLORIDA	)
COUNTY OF 		)

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this 	 day of January 2025, by 	, as
	 of 653th, LLC for and on behalf of said entity. She/He ▢ is personally known to me or ▢ produced 	 as identification.
NOTARY STAMP:

Signature of Notary Public

Printed Name of Notary Public

Exhibit A:	Assessment Area Two

Exhibit A Assessment Area Two

Declaration of Consent – Peace Creek CDD – 2025 Bonds – Assessment Area Two

SECTION F

RESOLUTION 2025-05

SUPPLEMENTAL ASSESSMENT RESOLUTION WITH DELEGATION OF AUTHORITY
2025 BONDS

A RESOLUTION SETTING FORTH THE SPECIFIC TERMS OF THE DISTRICT’S SPECIAL ASSESSMENT BONDS, SERIES 2025 (ASSESSMENT AREA TWO) (THE “2025 BONDS”); MAKING CERTAIN ADDITIONAL FINDINGS AND ADOPTING AND CONFIRMING AN ENGINEER’S REPORT AND A SUPPLEMENTAL ASSESSMENT REPORT; DELEGATING AUTHORITY TO PREPARE FINAL REPORTS AND UPDATE THIS RESOLUTION; CONFIRMING THE MAXIMUM ASSESSMENT LIEN SECURING THE 2025 BONDS; ADDRESSING THE ALLOCATION AND COLLECTION OF THE ASSESSMENTS SECURING THE 2025 BONDS; ADDRESSING PREPAYMENTS; ADDRESSING TRUE-UP PAYMENTS;	PROVIDING	FOR	THE SUPPLEMENTATION OF THE IMPROVEMENT LIEN BOOK; AND PROVIDING FOR CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE.

WHEREAS, the Peace Creek Community Development District (the “District”) has previously indicated its intention to undertake, install, establish, construct or acquire certain public improvements and to finance such public improvements through the issuance of bonds secured by the imposition of special assessments on benefited property within the District; and
WHEREAS, the District’s Board of Supervisors (“Board”) has previously adopted, after proper notice and public hearing, Resolution Nos. 2022-27, 2022-28, 2022-37, 2022-41 and 2022-44 (together, the “Master Assessment Resolutions”), relating to the imposition, levy, collection and enforcement of such special assessments, and establishing a master lien over the property within the District, which lien remains inchoate until the District issues bonds, as provided in the Master Assessment Resolutions; and

WHEREAS, the Master Assessment Resolutions provides that as each series of bonds is issued to fund all or any portion of the District’s improvements, a supplemental resolution may be adopted to set forth the specific terms of the bonds and certify the amount of the lien of the special assessments securing any portion of the bonds, including interest, costs of issuance, the number of payments due, and the application of receipt of any true-up proceeds; and

WHEREAS, on December 10, 2024, and in order to finance all or a portion of what is known as the 2025 Project, as defined herein, the District adopted Resolution No. 2025-04 (the “Delegated Award Resolution”), which authorized the District to enter into a Bond Purchase

Contract and sell its Special Assessment Bonds, Series 2025 (Assessment Area Two) (“2025 Bonds”) within certain parameters set forth in the Delegated Award Resolution; and

WHEREAS, the District intends to secure the 2025 Bonds by levying debt service special assessments on benefitting property in Assessment Area Two (as defined herein) to secure repayment of the 2025 Bonds (the “Series 2025 Assessments”) pursuant to the terms of the Master Assessment Resolutions, and in accordance with the master and supplemental trust indentures applicable to the 2025 Bonds and associated financing documents; and

WHEREAS, pursuant to and consistent with the Master Assessment Resolutions and Delegated Award Resolution, the District desires to authorize the finalization of its Series 2025 Assessments, among other actions.

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT AS FOLLOWS:

INCORPORATION OF RECITALS. All of the above representations, findings and determinations contained above are recognized as true and accurate and are expressly incorporated into this Resolution.

AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Florida law, including Chapters 170, 190 and 197, Florida Statutes, and the Master Assessment Resolutions.

ADDITIONAL FINDINGS; ADOPTION OF ENGINEER’S REPORT AND
SUPPLEMENTAL ASSESSMENT REPORT.	The Board hereby finds and determines as follows:

The Engineer’s Report of Capital Improvements for Peace Creek Community Development District, dated March 9, 2022, as amended by that certain Amended and Restated Engineer’s Report of Capital Improvements for Peace Creek Community Development District, dated April 14, 2022 (together, the “Master Engineer’s Report”), as supplemented by that certain Supplemental Engineer’s Report for Assessment Area Two Bonds, dated December 10, 2024, attached to this Resolution as Exhibit A, (the “Supplemental Engineer’s Report,” and together with the Master Engineer’s Report, the “Engineer’s Report”), identifies and describes, among other things, the presently expected components and estimated costs of the District’s Capital Improvement Plan (the portion identified in the Supplemental Engineer’s Report and which is anticipated to be financed with the 2025 Bonds, being hereinafter called the “2025 Project”). The District hereby confirms that the 2025 Project serves a proper, essential and valid public purpose. The Supplemental Engineer’s Report is hereby approved, adopted, and confirmed in substantial form. The District authorizes and ratifies its use in connection with the sale of the 2025 Bonds, subject to any changes deemed necessary under Section 4.a herein.

The Second Supplemental Special Assessment Methodology Report, dated December 10, 2024, attached to this Resolution as Exhibit B (“Second Supplemental Assessment Methodology Report”), applies the master assessment methodology set forth in Master Assessment Methodology for Peace Creek Community Development District, dated March 9, 2022, as amended by that certain Amended and Restated Master Assessment Methodology for Peace Creek Community Development District, date April 26, 2022 (together, the “Master Assessment Methodology Report” and, with the Second Supplemental Assessment Methodology Report, the “Assessment Methodology Report”) to the 2025 Project and, as finalized, to the actual terms of the 2025 Bonds. The Assessment Methodology Report is hereby approved, adopted and confirmed in substantial form. The District authorizes and ratifies its use in connection with the sale of the 2025 Bonds, subject to any changes deemed necessary under Section
4.a. herein.

Generally speaking, and subject to the terms of Exhibit A and Exhibit B, the 2025 Project benefits all developable property within Assessment Area Two, as such lands are further described in Exhibit C attached hereto. Moreover, the benefits from the 2025 Project funded by the 2025 Bonds equal or exceed the amount of the Series 2025 Assessments, as described in Exhibit B, and such the Series 2025 Assessments are fairly and reasonably allocated across all developable property within Assessment Area Two. It is reasonable, proper, just and right to assess the portion of the costs of the 2025 Project to be financed with the 2025 Bonds to the specially benefited property within Assessment Area Two as set forth in Master Assessment Resolutions and this Resolution.

CONFIRMATION OF MAXIMUM ASSESSMENT LIEN SECURING THE
2025 Bonds; DELEGATION OF AUTHORITY FOR DISTRICT STAFF TO ISSUE
FINAL REPORTS AND UPDATE THIS RESOLUTION. As provided in the Master Assessment Resolutions, this Resolution is intended to set forth the terms of the 2025 Bonds and the final amount of the lien of the Series 2025 Assessments. In connection with the closing on the sale of the 2025 Bonds, District Staff is authorized to:
Prepare final versions of the Supplemental Engineer’s Report and Second Supplemental Assessment Methodology Report attached hereto as Exhibit A and Exhibit B, respectively, to incorporate final pricing terms and make such other revisions as may be deemed necessary, provided however that:

the Series 2025 Assessments shall be levied and imposed within the parameters of the Master Assessment Resolutions and Delegated Award Resolution,

the final versions of shall be approved by the Chairperson or, in the Chairperson’s absence, the Vice Chairperson, and in the absence or unavailability of the Vice Chairperson, any other member of the Board,

which approval shall be conclusively evidenced by the execution of the Bond Purchase Contract and closing on the 2025 Bonds, and

the actual amounts financed, costs of issuance, expected costs of collection, and the total amount of non-ad valorem assessments pledged to the issuance of the 2025 Bonds shall be consistent with the lien imposed by the Master Assessment Resolutions, and shall all be as set forth in the final Second Supplemental Assessment Methodology Report.

After pricing of the 2025 Bonds, there shall be attached Composite Exhibit D to this Resolution showing: (i) Maturities and Coupon of the 2025 Bonds, (ii) Sources and Uses of Funds for the 2025 Bonds, and (iii) Annual Debt Service Payment Due on the 2025 Bonds; and
Upon closing on the District’s 2025 Bonds, the District’s Counsel is hereby authorized and directed to record a Notice of Series 2025 Assessments in the Official Records of Polk County, or such other instrument evidencing the actions taken by the District. The lien of the Series 2025 Assessments shall be the principal amount due on the 2025 Bonds, together with interest and collection costs, and other pledged revenues as set forth in the applicable indenture(s) and shall cover all developable acreage within Assessment Area Two, as further provided in the assessment roll included in the Second Supplemental Assessment Methodology Report, and as such land is ultimately defined and set forth in site plans or other designations of developable acreage. To the extent that land is added to the District and made subject to the master assessment lien described in the Master Assessment Methodology Report, the District may, by supplemental resolution at a regularly noticed meeting and without the need for a public hearing on reallocation, determine such land to be benefitted by the 2025 Project and reallocate the Series 2025 Assessments securing the 2025 Bonds in order to impose the Series 2025 Assessments on the newly added and benefitted property, as may be applicable.

ALLOCATION	AND	COLLECTION	OF	THE	SERIES	2025 ASSESSMENTS.
The Series 2025 Assessments shall be allocated in accordance with Exhibit B and the Master Assessment Report. The final Second Supplemental Assessment Methodology Report to be attached as Exhibit B shall reflect the actual terms of the issuance of the 2025 Bonds. The Series 2025 Assessments shall be paid in not more than thirty (30) years of principal installments.

The District hereby certifies the Series 2025 Assessments for collection and authorizes and directs staff to take all actions necessary to meet the time and other deadlines imposed for collection by Polk County and other Florida law. The District’s Board each year shall adopt a resolution addressing the manner in which

the Series 2025 Assessments shall be collected for the upcoming fiscal year. The decision to collect the Series 2025 Assessments by any particular method – e.g., on the tax roll or by direct bill – does not mean that such method will be used to collect the Series 2025 Assessments in future years, and the District reserves the right in its sole discretion to select collection methods in any given year, regardless of past practices.
IMPACT FEE CREDITS. In lieu of receiving impact fee credits (if any) from any public improvements financed by the District, the District may elect to receive a contribution of infrastructure, reduce the cost of acquiring the improvements, or otherwise address the credits, as set forth in any applicable Acquisition Agreement between the District and the project developer(s) and/or landowner(s).

PREPAYMENT OF SERIES 2025 ASSESSMENTS. Any owner of property subject to the Series 2025 Assessments may, at its option, pre-pay the entire amount of the Series 2025 Assessments any time, or a portion of the amount of the Series 2025 Assessments up to two
(2) times (or as otherwise provided by the applicable Supplemental Indenture for the 2025 Bonds), plus any applicable interest (as provided for in the applicable Supplemental Indenture for the 2025 Bonds), attributable to the property subject to the Series 2025 Assessments owned by such owner. In connection with any prepayment of the Series 2025 Assessments, the District may grant a discount equal to all or part of the payee’s proportionate share of financing costs (e.g., reserves) to the extent such discounts are provided for under the applicable Supplemental Indenture for the 2025 Bonds and Second Supplemental Assessment Methodology Report. Except as otherwise set forth herein, the terms of the Master Assessment Resolutions addressing prepayment of Series 2025 Assessments shall continue to apply in full force and effect and will supersede this Section 7.
APPLICATION OF TRUE-UP PAYMENTS. The terms of the Master Assessment Resolutions addressing True-Up Payments, as defined therein, shall continue to apply in full force and effect.

IMPROVEMENT LIEN BOOK. Immediately following the closing on the District’s 2025 Bonds, the Series 2025 Assessments as reflected herein shall be recorded by the Secretary of the Board in the District’s Improvement Lien Book. The Series 2025 Assessments shall be and shall remain a legal, valid and binding first lien against all benefited property as described in Exhibit B until paid and such lien shall be coequal with the lien of all state, county, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims.

ADDITIONAL AUTHORIZATION. The Chairperson, the Secretary, and all other Supervisors, officers and staff of the District are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the 2025 Bonds, and final levy of the Series 2025 Assessments, and the consummation of all transactions in connection therewith, including the execution of all certificates, documents, papers, notices, and agreements necessary to the undertaking and fulfillment of all transactions referred to in or contemplated by the this Resolution. The Vice Chairperson is hereby authorized to act in the

stead of the Chairperson in any undertaking authorized or required of the Chairperson hereunder, and in the absence of the Chairperson and Vice Chairperson, any other member of the District’s Board of Supervisors is so authorized, and any Assistant Secretary is hereby authorized to act in the stead of the Secretary in any undertaking authorized or required of the Secretary hereunder.
CONFLICTS. This Resolution is intended to supplement the Master Assessment Resolutions, which remains in full force and effect and is applicable to the 2025 Bonds except as modified herein. This Resolution and the Master Assessment Resolutions shall be construed to the maximum extent possible to give full force and effect to the provisions of each resolution, provided however that to the extent of any conflict, this Resolution shall control. All District resolutions or parts thereof in actual conflict with this Resolution are, to the extent of such conflict, superseded and repealed.

SEVERABILITY. If any section or part of a section of this Resolution is declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this Resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this Resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.

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

APPROVED and ADOPTED this 10th day of December 2024.
ATTEST:	PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

Secretary	Chairperson, Board of Supervisors

Exhibit A:	Supplemental Engineer’s Report for Assessment Area Two Bonds, dated December 10, 2024
Exhibit B:	Second Supplemental Special Assessment Methodology Report, dated December 10, 2024
Exhibit C:	Legal Description of Assessment Area Two
Comp. Exhibit D:	Maturities and Coupon of 2025 Bonds
Sources and Uses of Funds for 2025 Bonds Annual Debt Service Payment Due on 2025 Bonds

EXHIBIT A
Supplemental Engineer’s Report

[attached beginning at following page.]

EXHIBIT B

Second Supplemental Special Assessment Methodology Report

[attached beginning at following page.]

EXHIBIT C

Legal Description of the Assessment Area Two

COMPOSITE EXHIBIT D

Maturities and Coupon of 2025 Bonds Sources and Uses of Funds for 2025 Bonds
Annual Debt Service Payment Due on 2025 Bonds

Section IX

flll!lbonds
Municipal Bond Specialists

December 3, 2024

Peace Creek Community Development District c/o Governmental Management Services, LLC 219 E. Livingston Street
Orlando, Florida 32801 Attention: Mr. George Flint

Re: Peace Creek CDD, Series 2025 Bonds Dear Mr. Flint:
We are writing to provide you, as the Peace Creek Community Development District (the "Issuer"), with ce1iain disclosures relating to the captioned bond issue (the "Bonds"), as required by the Municipal Securities Rulemaking Board (MSRB) Rule G-17 Disclosure, as set forth in the amended and restated MSRB Notice 2019-20 (November 8, 2019)1 (the "Notice"). We ask that you provide this letter to the appropriate person at the Issuer.
The Issuer recognizes that FMSbonds, Inc. will serve as the underwriter (the "Underwriter") and not as a financial advisor or municipal advisor, in connection with the issuance of the bonds relating to this financing (herein, the 'Bonds"). As part of our services as Underwriter, FMSbonds, Inc. may provide advice concerning the structure, timing, terms, and other similar matters concerning the issuance of the Bonds. Any such advice, if given, will be provided by FMSbonds, Inc. as Underwriter and not as your financial advisor or municipal advisor in this transaction. The Issuer may choose to engage the services of a municipal advisor with a fiduciary obligation to represent the Issuer's interest in this transaction.
The specific parameters under which FMS will underwrite the Bonds will be set forth in a Bond Resolution adopted by the Board.

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

	MSRB Rule G-17 requires a broker to deal fairly at all times with both municipal issuers and investors.

1 Interpretive Notice Concerning the Application of MSRB Rule G-17 to underwriters and Underwriters of Municipal Securities (effective March 31, 2021).

The Underwriter's primary role is to purchase the Bonds in an arm's-length commercial transaction with the Issuer. As such, the Underwriter has financial and other interests that differ from those of the Issuer.
	Unlike a municipal advisor, the Underwriter does not have a fiduciary duty to the Issuer under the federal securities laws and is, therefore, not required by federal law to act in the best interests of the Issuer without regard to its own financial or other interests.
The Underwriter has a duty to purchase the Bonds from the Issuer at a fair and reasonable price, but must balance that duty with its duty to use its best effo1is to resell the Bonds with purchases at prices that are fair and reasonable.
The Bonds may be sold into a trust either at the time of issuance or subsequent to issuance. In such instance FMSbonds, Inc., not in its capacity of Underwriter, may participate in such trust arrangement by performing certain administrative roles. Any compensation paid to FMSbonds, Inc. would not be derived from the proceeds of the Bonds or from the revenues pledged thereunder.
The Underwriter will be compensated in accordance with the terms of a bond purchase contract by and between the Underwriter and Issuer. Payment or receipt of the Underwriter's compensation will be contingent on the closing of the transaction. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since an Underwriter may have an incentive to recommend a transaction that is unnecessary or to recommend that the size of a transaction be larger than is necessary. The Issuer acknowledges no such recommendation has been made by the Underwriter.
Please note nothing in this letter is an expressed or an implied commitment by us to provide financing or to place or purchase the Bonds. Any such commitment shall only be set fo1ih in a bond purchase contract or other appropriate form of agreement for the type of transaction undertaken by you.
Further, our paiiicipation in any transaction (contemplated herein or otherwise) remains subject to, among other things, the execution of a bond purchase contract (or other appropriate form of agreement), further internal review and approvals, satisfactory completion of our due diligence investigation and market conditions.
FMSbonds, Inc. is acting independently in seeking to act as Underwriter in the transaction contemplated herein and shall not be deemed for any purpose to be acting as an agent, joint venturer or partner of any other principal involved in the proposed financing. FMSbonds, Inc. assun1es no responsibility, express or implied, for any actions or omissions of, or the performance of services by, the purchasers or any other brokers in connection with the transactions contemplated herein or otherwise.
If you or any other representative of the Issuer have any questions or concerns about these disclosures, please make those questions or concerns known immediately to the undersigned. In addition, you should consult with your own financial, municipal, legal,

2

accounting, tax and other advisors, as applicable, to the extent deemed appropriate.
The MSRB requires that we seek the Issuer's acknowledgement that it has received this letter. We request that the person at the Issuer who has the authority to bind the Issuer (herein, "Authorized Issuer Representative") acknowledge this letter as soon as practicable and by nature of such acknowledgment that such person is not a party to any conflict of interest relating to the subject transaction. If our understanding is incorrect, please notify the undersigned immediate!y.
Depending on the structure of the transaction that the Issuer decides to pursue, or if additional actual or perceived material conflicts are identified, we may be required to send you additional disclosures. At that time, we also will seek your acknowledgement of receipt of any such additional disclosures.
We look forward to working with you in connection with the issuance of the Bonds, and we appreciate the opportunity to assist you in this transaction. Thank you.

FMSbonds, Inc.

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

By:		

3

Section X

This instrument was prepared by:

Jennifer Kilinski, Esq.
KILINSKI | VAN WYK PLLC
517 E. College Ave. Tallahassee, Florida 32301

Parcel ID:
26-29-36-69230-0005540,	26-29-36-69230-0005550,	26-29-36-69230-0005560,	26-29-36-69230-
0005570, 26-29-36-69230-0005580, 26-29-36-69230-0005590, 26-29-36-69230-0005620, 26-29-36-
69230-0005650

QUIT-CLAIM DEED1
THIS QUIT CLAIM DEED is made as of the   day of December 2024, by and between LENNAR HOMES, LLC, a Florida limited liability company (“Grantor”), whose address is 4600 West Cypress Street, Suite 200, Tampa, Florida 33607 and KLLB AIV, LLC, a Delaware limited liability company (“Grantee”), whose address is 6900 East Camelback Road, Suite 1090, Scottsdale, Arizona 85251.
(Wherever used herein, the terms “Grantor(s)” and “Grantee” include all of the parties to this instrument, the heirs, legal representatives and assigns of individuals, and the successors and assigns of trustees, partnerships, limited liability companies, governmental entities, and corporations.)

WITNESSETH
THAT GRANTOR, for good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, does hereby remise, release and quit-claim unto the Grantee forever, all the right, title, interest, claim and demand which the respective Grantor has in and to the following described lot, piece or parcel of land, situate, lying and being in the County of Polk, State of Florida, and more particularly below (“Property”), to the extent of their respective interests therein:
All internal roads and rights-of-ways identified as Austin Street, Reggie Road, Tyler Loop, Baxter Boulevard, Diego Terrace, Harold Pass, Hayley Street, Kayden Cove, Teagan Lane, Sarah Street, Scarlett Avenue, Chris Drive, Jessica Boulevard, Tracts A, B, C, D, E, F, and I, and Wetlands A, B, C, E, and F, as identified in the Plat known as Peace Creek Reserve recorded in Plat Book 197, Pages 5 et seq., of the Official Records of Polk County, Florida.
TOGETHER with all the tenements, hereditaments, and appurtenances thereto belonging or in anywise appertaining, including but not necessarily limited to all stormwater piping, structures, improvements, swales and retention areas located thereon.
TO HAVE AND TO HOLD the same in fee simple forever, subject to taxes for the year hereof and subsequent years, as applicable, and all easements, restrictions, reservations, conditions, covenants,

1 This Quit-Claim Deed conveys any and all interests held by Lennar Homes, LLC that were conveyed to Peace Creek Community Development District in those certain deeds recorded as instrument #2023139579 at Book 12728, Page 1765, of the Official Records of Polk County, Florida and instrument #2023280351 at Book 12924, Page 1433, of the Official Records of Polk County, Florida.

limitations and agreements of record. This reference to such matters of record shall not operate to re-impose the same.

IN WITNESS WHEREOF, Grantor has caused these presents to be executed to be effective as of the day and year first above written.

WITNESS

By: 	 Name: 	 Address:

LENNAR HOMES, LLC,
a Florida limited liability company

By: 	 Name: 		 Title: 		 Address:

By: 	 Name: 	 Address:

STATE OF FLORIDA COUNTY OF 	

The foregoing instrument was acknowledged before me by means of  physical presence or  online notarization, this     day of December 2024, by 	, as 	 of Lennar Homes, LLC, who appeared before me this day in person, and who is either personally known to me, or produced 	 as identification.

NOTARY PUBLIC, STATE OF 	

(NOTARY SEAL)

Name:	 (Name of Notary Public, Printed, Stamped or Typed as Commissioned)

This instrument was prepared by:

Jennifer Kilinski, Esq.
KILINSKI | VAN WYK PLLC
517 E. College Ave. Tallahassee, Florida 32301

Parcel ID:
26-29-36-69230-0005540,	26-29-36-69230-0005550,	26-29-36-69230-0005560,	26-29-36-69230-
0005570, 26-29-36-69230-0005580, 26-29-36-69230-0005590, 26-29-36-69230-0005620, 26-29-36-
69230-0005650

QUIT-CLAIM DEED1
THIS QUIT CLAIM DEED is made as of the   day of December 2024, by and between PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Polk County, Florida (“Grantor”), whose mailing address is c/o Governmental Management Services, 219 East Livingston St., Orlando, Florida 32801 and LENNAR HOMES, LLC, a Florida limited liability company (“Grantee”), whose address is 4600 West Cypress Street, Suite 200, Tampa, Florida 33607.

(Wherever used herein, the terms “Grantor(s)” and “Grantee” include all of the parties to this instrument, the heirs, legal representatives and assigns of individuals, and the successors and assigns of trustees, partnerships, limited liability companies, governmental entities, and corporations.)
WITNESSETH

THAT GRANTOR, for good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, does hereby remise, release and quit-claim unto the Grantee forever, all the right, title, interest, claim and demand which the respective Grantor has in and to the following described lot, piece or parcel of land, situate, lying and being in the County of Polk, State of Florida, and more particularly below (“Property”), to the extent of their respective interests therein:
All internal roads and rights-of-ways identified as Austin Street, Reggie Road, Tyler Loop, Baxter Boulevard, Diego Terrace, Harold Pass, Hayley Street, Kayden Cove, Teagan Lane, Sarah Street, Scarlett Avenue, Chris Drive, Jessica Boulevard, Tracts A, B, C, D, E, F, and I, and Wetlands A, B, C, E, and F, as identified in the Plat known as Peace Creek Reserve recorded in Plat Book 197, Pages 5 et seq., of the Official Records of Polk County, Florida.
TOGETHER with all the tenements, hereditaments, and appurtenances thereto belonging or in anywise appertaining, including but not necessarily limited to all stormwater piping, structures, improvements, swales and retention areas located thereon.

TO HAVE AND TO HOLD the same in fee simple forever, subject to taxes for the year hereof and subsequent years, as applicable, and all easements, restrictions, reservations, conditions, covenants,

1 This Quit-Claim Deed conveys any and all interests conveyed by Lennar Homes, LLC in those certain deeds recorded as instrument #2023139579 at Book 12728, Page 1765, of the Official Records of Polk County, Florida and instrument #2023280351 at Book 12924, Page 1433, of the Official Records of Polk County, Florida.

limitations and agreements of record. This reference to such matters of record shall not operate to re-impose the same.

IN WITNESS WHEREOF, Grantor has caused these presents to be executed to be effective as of the day and year first above written.

WITNESS

By: 	 Name: 	 Address:

By: 	 Name: 	 Address:

PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT

By: 	
Name: Adam Morgan
Title: Chairman, Board of Supervisors Address:
6675 Westwood Boulevard, 5th Floor Orlando, Florida 32821

STATE OF FLORIDA COUNTY OF 	

The foregoing instrument was acknowledged before me by means of  physical presence or  online notarization, this    day of December 2024, by Adam Morgan, as Chairman of the Board of Supervisors for Peace Creek Community Development District, who appeared before me this day in person, and who is either personally known to me, or produced 	 as identification.

NOTARY PUBLIC, STATE OF 	

(NOTARY SEAL)

Name:	 (Name of Notary Public, Printed, Stamped or Typed as Commissioned)

This instrument was prepared by:

Jennifer Kilinski, Esq.
KILINSKI | VAN WYK PLLC
517 E. College Ave. Tallahassee, Florida 32301

Parcel ID:
26-29-36-69230-0005540,	26-29-36-69230-0005550,	26-29-36-69230-0005560,	26-29-36-69230-
0005570, 26-29-36-69230-0005580, 26-29-36-69230-0005590, 26-29-36-69230-0005600, 26-29-36-
69230-0005610, 26-29-36-69230-0005620, 26-29-36-69230-0005650

SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED is made as of the    day of December 2024, by and between KLLB AIV, LLC, a Delaware limited liability company (“Grantor”), whose address is 6900 East Camelback Road, Suite 1090, Scottsdale, Arizona 85251 and PEACE CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Polk County, Florida (“Grantee”), whose address is 219 East Livingston Street, Orlando, Florida 32801.

(Wherever used herein, the terms “Grantor(s)” and “Grantee” include all of the parties to this instrument, the heirs, legal representatives and assigns of individuals, and the successors and assigns of trustees, partnerships, limited liability companies, governmental entities, and corporations.)
WITNESSETH

THAT GRANTOR, for good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, does hereby remise, release and quit-claim unto the Grantee forever, all the right, title, interest, claim and demand which the respective Grantor has in and to the following described lot, piece or parcel of land, situate, lying and being in the County of Polk, State of Florida, and more particularly below (“Property”), to the extent of their respective interests therein:
All internal roads and rights-of-ways identified as Austin Street, Reggie Road, Tyler Loop, Baxter Boulevard, Diego Terrace, Harold Pass, Hayley Street, Kayden Cove, Teagan Lane, Sarah Street, Scarlett Avenue, Chris Drive, Jessica Boulevard, Tracts A, B, C, D, E, F, G, H, and I, and Wetlands A, B, C, E, and F, as identified in the Plat known as Peace Creek Reserve recorded in Plat Book 197, Pages 5 et seq., of the Official Records of Polk County, Florida.
TOGETHER with all the tenements, hereditaments, and appurtenances thereto belonging or in anywise appertaining, including but not necessarily limited to all stormwater piping, structures, improvements, swales and retention areas located thereon.

TO HAVE AND TO HOLD the same in fee simple forever, subject to taxes for the year hereof and subsequent years, as applicable, and all easements, restrictions, reservations, conditions, covenants, limitations and agreements of record. This reference to such matters of record shall not operate to re- impose the same.

AND the Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of said land in fee simple; that the Grantor has good right and lawful authority to sell and convey said land; and hereby warrants the title to said land and will defend the same against the lawful claims of all persons or entities whomsoever claiming by, through or under Grantor.
Grantor represents that Grantor has complied with the requirements of Section 196.295, Florida Statutes.

IN WITNESS WHEREOF, Grantor has caused these presents to be executed to be effective as of the day and year first above written.

WITNESS

By: 	 Name: 	 Address:

KLLB AIV, LLC,
a Delaware limited liability company

By: 	 Name: 		 Title: 		 Address:

By: 	 Name: 	 Address:

STATE OF 	
COUNTY OF 	
The foregoing instrument was acknowledged before me by means of  physical presence or  online notarization, this     day of December 2024, by 	, as 	 of KLLB AIV, LLC, who appeared before me this day in person, and who is either personally known to me, or produced	as identification.

NOTARY PUBLIC, STATE OF 	

(NOTARY SEAL)

Name:	 (Name of Notary Public, Printed, Stamped or Typed as Commissioned)

Note to Recorder: This instrument evidences a conveyance of an interest in unencumbered real estate as a gift and is exempt from Florida documentary tax pursuant to Rule 12B-4.014(2)(a), Florida Administrative Code.

ACCEPTANCE BY GRANTEE
Grantee does hereby accept this conveyance, subject to the foregoing covenants, conditions, and restrictions, and agrees that it and the Property are subject to all matters hereinabove set forth. Grantee further agrees to comply with all terms, covenants, conditions, and restrictions provided in this Special Warranty Deed.

Dated this 	 day of December 2024.

Signed, sealed and delivered in the presence of:
Witnesses:

Name: 	
Address: 	

Name: 	
Address: 	

PEACE CREEK COMMUNITY
DEVELOPMENT DISTRICT, a local unit of special-purpose government established under Chapter 190 of the Florida Statutes

By:		
Chairperson, Board of Supervisors

Address:
219 E. Livingston Street Orlando, Florida 32801

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this 	 day of December 2024, by Adam Morgan, as Chairperson of the Board of Supervisors of the Peace Creek Community Development District.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	

Section XI

Section C

Peace Creek CDD
Field Management Report

December 10th, 2024 Allen Bailey – Field Manager
GMS

The solar panel has been replaced at the mail kiosk.

Complete

Solar Light

The holiday decorations have been placed up at the entrance monuments by the HOA.

2

Holiday Decorations

Peace Creek Reserve CDD Field Management Report | GMS 2024

ADA Mat

Complete

District Signage

The signs affected by
the hurricane have all been placed back up throughout the district.

 The ADA mat on Tyler Loop has been resecured.
This will make sure the sidewalks are safe.

The dry ponds have been disced and the vegetation growth appears to have been completely addressed.

Complete

Pond Discing

In Progress

Proposed Signage

	
The areas for the signs have been marked and materials have arrived.
 We are aiming to complete installation in December.

Conclusion

For any questions or comments regarding the above information, please contact me by phone at 407-460-4424, or by email at abailey@gmscfl.com. Thank you.

Respectfully, Allen Bailey

Section D

Section 2

Peace Creek Community Development District

Summary of Check Register

October 1, 2024 to October 31, 2024

Fund	Date	Check No.'s	Amount

General Fund		
	10/1/24	165	$	3.06	
	10/11/24	166-171	$	6,728.32	
	10/18/24	172-175	$	18,105.84	
		Total Amount	$	24,837.22	

AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER	RUN 12/03/24	PAGE	1
*** CHECK DATES 10/01/2024 - 10/31/2024 ***	PEACE CREEK - GENERAL FUND
BANK A GENERAL FUND
CHECK	VEND#	.....INVOICE..... ...EXPENSED TO...		VENDOR NAME	STATUS	AMOUNT	....CHECK..... DATE			DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS				AMOUNT	#
10/01/24 00013	9/20/24 10112024 202409 320-53800-43200	*	3.06
1776 TEAGAN LN - SEP2024
WINTER HAVEN WATER	3.06 000165
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/11/24 00022	9/26/24 13280	202409 330-57200-48200	*	775.00
MONTHLY CLEANING- SEP2024
CSS CLEAN STAR SERVICES	775.00 000166
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/11/24 00018 10/02/24 20392	202408 330-57200-34500	*	357.00
SECURITY SVCS - AUG2024
CURRENT DEMANDS ELECTRICAL &	357.00 000167
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/11/24 00014	7/23/24 00065843 202407 310-51300-48000	*	3,223.12
NOTICE OF PUBLIC HEARING
9/24/24 00067003 202409 310-51300-48000	*	383.20
BOS MTG DATES - 09/24/24
GANNETT MEDIA CORP DBA	3,606.32 000168
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/11/24 00007	9/30/24 22354	202409 310-51300-31100	*	500.00
REVIEW DRAFT COVENANTS
HUNTER ENGINEERING, INC.	500.00 000169
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/11/24 00019	9/23/24 60986044 202409 330-57200-48100	*	60.00
PEST SERVICE - SEP2024
MASSEY SERVICES,INC.	60.00 000170
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/11/24 00011	9/11/24 14490	202409 320-53800-47300	*	1,430.00
DRIPLINE INSTALLATION
PRINCE & SONS INC.	1,430.00 000171
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/18/24 00006 10/01/24 91513	202410 310-51300-54000	*	175.00
SPECIAL DISTRICT FEE FY25
FLORIDA DEPARTMENT OF ECONOMIC OPP	175.00 000172
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/18/24 00001 10/01/24 58	202410 310-51300-34000	*	3,541.67
MANAGEMENT FEE - OCT2024
10/01/24 58	202410 310-51300-35200	*	105.00
WEBSITE ADMIN. - OCT2024
10/01/24 58	202410 310-51300-35100	*	157.50
INFORMATION TECH - OCT24
10/01/24 58	202410 310-51300-31300	*	437.50
DISSEMINATION SRVC -OCT24
10/01/24 58	202410 330-57200-12000	*	1,041.67
AMENITY ACCESS - OCT2024
10/01/24 58	202410 310-51300-51000	*	1.14
OFFICE SUPPLIES
PEAC PEACE CREEK CD IARAUJO

AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER	RUN 12/03/24	PAGE	2
*** CHECK DATES 10/01/2024 - 10/31/2024 ***	PEACE CREEK - GENERAL FUND
BANK A GENERAL FUND
CHECK	VEND#	.....INVOICE..... ...EXPENSED TO...		VENDOR NAME	STATUS	AMOUNT	....CHECK..... DATE			DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS				AMOUNT	#
10/01/24 58	202410 310-51300-42000	*	48.86
POSTAGE
10/01/24 59	202410 320-53800-34000	*	1,437.50
FIELD MANAGEMENT - OCT24
GOVERNMENTAL MANAGEMENT SERVICES	6,770.84 000173
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/18/24 00011 10/01/24 14673	202410 320-53800-46200	*	9,560.00
LANDSCAPE MAINT - OCT2024
PRINCE & SONS INC.	9,560.00 000174
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/18/24 00020 10/01/24 24630	202410 330-57200-48500	*	1,400.00
POOL MAINT. - OCT2024
10/03/24 24782	202410 330-57200-48500	*	200.00
HURRICANE HELENE CLEAN UP
MCDONNELL CORPORATION DBA	1,600.00 000175
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
TOTAL FOR BANK A	24,837.22
TOTAL FOR REGISTER	24,837.22

PEAC PEACE CREEK CD IARAUJO

Section 3

Peace Creek
Community Development District

Unaudited Financial Reporting
October 31, 2024

Table of Contents

1		Balance Sheet	

2-3	
	General Fund	

4	
	Debt Service Fund - Series 2023	

5	
	Capital Projects Fund - Series 2023	

6	
	Capital Projects Fund - Series 2023	

7-8	
	Month to Month	

9	
	Long-Term Debt Schedule	

Peace Creek
Community Development District Combined Balance Sheet
October 31, 2024

	General Fund	Debt Service Fund	Capital Projects Fund	Totals Governmental Funds	
Assets:					
Operating Account	$	113,258	$	-	$	-	$	113,258	
Due from Other	$	450	$	-	$	-	$	450	
Investments:
Series 2023			
Reserve	$	-	$	400,906	$	-	$	400,906	
Revenue	$	-	$	337,378	$	-	$	337,378	
Construction	$	-	$	-	$	23,287	$	23,287	
Total Assets	$	113,708	$	738,284	$	23,287	$	875,279	
Liabilities:			
Accounts Payable	$	13,703	$	-	$	-	$	13,703	
Total Liabilites	$	13,703	$	-	$	-	$	13,703	
Fund Balance:			
Restricted for:			
Debt Service	$	-	$	738,284	$	-	$	738,284	
Capital Projects	$	-	$	-	$	23,287	$	23,287	
Unassigned	$	100,005	$	-	$	-	$	100,005	
Total Fund Balances	$	100,005	$	738,284	$	23,287	$	861,576	
					
Total Liabilities & Fund Balance	$	113,708	$	738,284	$	23,287	$	875,279	

Peace Creek
Community Development District General Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2024

Adopted	Prorated Budget	Actual	
Budget	Thru 10/31/24	Thru 10/31/24	Variance	

Revenues:

Asssessments - On Roll

$	571,619	$

-	$	-	$	-

Assessments - Direct	$	23,458	$	11,729	$	11,729	$	-	
Total Revenues	$	595,076	$	11,729	$	11,729	$	-	

Expenditures:					
General & Administrative:					
Supervisor Fees	$	12,000	$	1,000	$	-	$	1,000	
FICA Expense	$	918	$	77	$	-	$	77	
Engineering	$	15,000	$	1,250	$	-	$	1,250	
Attorney	$	25,000	$	2,083	$	1,205	$	878	
Annual Audit	$	5,000	$	-	$	-	$	-	
Assessment Administration	$	5,250	$	5,250	$	5,250	$	-	
Arbitrage	$	450	$	-	$	-	$	-	
Dissemination	$	5,250	$	438	$	438	$	-	
Trustee Fees	$	4,020	$	-	$	-	$	-	
Management Fees	$	42,500	$	3,542	$	3,542	$	-	
Information Technology	$	1,890	$	158	$	158	$	-	
Website Maintenance	$	1,260	$	105	$	105	$	-	
Postage & Delivery	$	750	$	750	$	49	$	701	
Insurance	$	5,720	$	5,720	$	5,564	$	156	
Copies	$	750	$	63	$	-	$	63	
Legal Advertising	$	2,500	$	208	$	1,001	$	(793)	
Contingency	$	2,500	$	208	$	41	$	168	
Office Supplies	$	625	$	52	$	1	$	51	
Dues, Licenses & Subscriptions	$	175	$	175	$	175	$	-	
Total General & Administrative	$	131,558	$	21,078	$	17,528	$	3,550	

Peace Creek
Community Development District General Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2024

Adopted	Prorated Budget	Actual	
Budget	Thru 10/31/24	Thru 10/31/24	Variance	

Operations & Maintenance		
Field Expenditures:
Property Insurance	
$	15,000	
$	15,000	
$	19,266	
$	(4,266)	
Field Management	$	17,250	$	1,438	$	1,438	$	-	
Landscape Maintenance	$	99,540	$	8,295	$	11,310	$	(3,015)	
Landscape Replacement	$	15,000	$	1,250	$	-	$	1,250	
Streetlights	$	33,770	$	2,814	$	-	$	2,814	
Electric	$	7,260	$	605	$	1,536	$	(931)	
Water & Sewer	$	50,000	$	4,167	$	11,126	$	(6,959)	
Sidewalk & Asphalt Maintenance	$	2,500	$	208	$	-	$	208	
Irrigation Repairs	$	10,000	$	833	$	274	$	559	
General Repairs & Maintenance	$	10,000	$	833	$	922	$	(89)	
Contingency	$	7,500	$	625	$	-	$	625	
Subtotal Field Expenditures	$	267,820	$	36,068	$	45,871	$	(9,803)	

Amenity Expenditures:
Amenity - Electric	

$	15,863	

$	1,322	

$	501	

$	821	
Amenity - Water	$	12,000	$	1,000	$	660	$	340	
Internet	$	2,000	$	167	$	104	$	62	
Pest Control	$	735	$	61	$	-	$	61	
Janitorial Service	$	9,300	$	775	$	775	$	-	
Security Services	$	34,000	$	2,833	$	2,036	$	797	
Pool Maintenance	$	16,800	$	1,400	$	1,850	$	(450)	
Amenity Repairs & Maintenance	$	10,000	$	833	$	-	$	833	
Amenity Access Management	$	12,500	$	1,042	$	1,042	$	(0)	
Contingency	$	7,500	$	625	$	-	$	625	
Subtotal Amenity Expenditures	$	120,698	$	10,058	$	6,968	$	3,091	
					
Total Operations & Maintenance	$	388,518	$	46,127	$	52,839	$	(6,713)	
					
Total Expenditures	$	520,076	$	67,204	$	70,367	$	(3,162)	
					
Excess (Deficiency) of Revenues over Expenditures	$	75,000		$	(58,638)		

Other Financing Sources/(Uses):					
Transfer In/(Out)	$	75,000	$	-	$	-	$	-	
Total Other Financing Sources/(Uses)	$	75,000	$	-	$	-	$	-	
					
Net Change in Fund Balance	$	-		$	(58,638)		
					
Fund Balance - Beginning	$	-		$	158,643		
					
Fund Balance - Ending	$	-		$	100,005		

Peace Creek
Community Development District Debt Service Fund Series 2023
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2024

	Adopted	Prorated Budget	Actual		
	Budget	Thru 10/31/24	Thru 10/31/24	Variance	

Revenues:					
Special Assessments	$	801,813	$	-	$	-	$	-	
Interest	$	5,000	$	417	$	2,872	$	2,455	
Total Revenues	$	806,813	$	417	$	2,872	$	2,455	

Expenditures:					
Interest - 12/15	$	306,734	$	-		$	-	
Principal - 06/15	$	190,000	$	-		$	-	
Interest - 06/15	$	306,734	$	-		$	-	
Total Expenditures	$	803,469	$	-	$	-	$	-	
					
Excess (Deficiency) of Revenues over Expenditures	$	3,344	$	417	$	2,872	$	2,455	

Other Financing Sources/(Uses):					
Transfer In/(Out)	$	-	$	-	$	(1,562)	$	(1,562)	
Total Other Financing Sources (Uses)	$	-	$	-	$	(1,562)	$	(1,562)	
					
Net Change in Fund Balance	$	3,344		$	1,309		
					
Fund Balance - Beginning	$	341,168		$	736,975		
					
Fund Balance - Ending	$	344,512		$	738,284		

Peace Creek
Community Development District Capital Projects Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2024

	Adopted	Prorated Budget	Actual		
		Budget	Thru 10/31/24	Thru 10/31/24	Variance	

Revenues:
Interest	

$		

-	$	-	$	94	

$	94	
Total Revenues	$		-	$	-	$	94	$	94	

Expenditures:					
Capital Outlay	$		-	$	-	$	2,701	$	(2,701)	
Total Expenditures	$		-	$	-	$	2,701	$	(2,701)	
					
Excess (Deficiency) of Revenues over Expenditures	$		-	$	(2,607)		

Other Financing Sources/(Uses):					
Transfer In/(Out)	$		-	$	-	$	1,562	$	1,562	
Total Other Financing Sources/(Uses)	$		-	$	-	$	1,562	$	1,562	
					
Net Change in Fund Balance	$		-	$	(1,044)		
					
Fund Balance - Beginning	$		-	$	24,331		
					
Fund Balance - Ending	$		-	$	23,287		

Peace Creek
Community Development District Capital Reserve Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2024

	Adopted	Prorated Budget	Actual		
	Budget	Thru 10/31/24	Thru 10/31/24	Variance		

Revenues:
Interest	

$	-	

$	-	$	-	$		

-	
Total Revenues	$	-	$	-	$	-	$		-	

Expenditures:					
Capital Outlay	$	-	$	-	$	-	$		-	
Total Expenditures	$	-	$	-	$	-	$		-	
					
Excess (Deficiency) of Revenues over Expenditures	$	-	$	-			

Other Financing Sources/(Uses):					
Transfer In/(Out)	$	75,000	$	-	$	-	$		-	
Total Other Financing Sources/(Uses)	$	75,000	$	-	$	-	$		-	
					
Net Change in Fund Balance	$	75,000	$	-			
					
Fund Balance - Beginning	$	-	$	-			
					
Fund Balance - Ending	$	75,000	$	-			

Peace Creek
Community Development District Month to Month

Oct	Nov	Dec	Jan	Feb	March	April	May	June	July	Aug	Sept	Total	

Revenues:

Asssessments - On Roll	$	-	$	-	

$	-	

$	-	

$	-	

$	-	

$	-	

$	-	

$	-	

$	-	

$	-	

$	-	

$	-	
Assessments - Direct	$  11,728.60  $	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	11,729	
Developer Contributions	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
Miscelleanous Income	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
Total Revenues	$	11,729  $	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	11,729	

Expenditures:		
General & Administrative:		
Supervisor Fees	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
FICA Expense	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Engineering	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Attorney	$	1,205	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	1,205	
Annual Audit	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Assessment Administration	$	5,250	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	5,250	
Arbitrage	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Dissemination	$	438	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	438	
Trustee Fees	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Management Fees	$	3,542	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	3,542	
Information Technology	$	158	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	158	
Website Maintenance	$	105	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	105	
Postage & Delivery	$	49	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	49	
Insurance	$	5,564	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	5,564	
Printing & Binding	$	-	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-	
Legal Advertising	$	1,001	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	1,001	
Contingency	$	41	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	41	
Office Supplies	$	1	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	1	
Dues, Licenses & Subscriptions	$	175	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	175	
Total General & Administrative	$	17,528	$	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	17,528	

Peace Creek
Community Development District Month to Month

Oct	Nov	Dec	Jan	Feb	March	April	May	June	July	Aug	Sept	Total

Operations & Maintenance

Field Expenditures: Property Insurance Field Management Landscape Maintenance Landscape Replacement Streetlights
Electric
Water & Sewer Irrigation Repairs
General Repairs & Maintenance Contingency

$	19,266  $
$	1,438  $
$	11,310  $
$	-  $
$	-  $
$	1,536  $
$	11,126  $
$	274  $
$	922  $
$	-  $

-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $

-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $

-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $

-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $

-  $	19,266
-  $	1,438
-  $	11,310
-  $	-
-  $	-
-  $	1,536
-  $	11,126
-  $	274
-  $	922
-  $	-

Subtotal Field Expenditures	$	45,871  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	45,871

Amenity Expenditures: Amenity - Insurance Amenity - Electric Amenity - Water Internet
Pest Control Janitorial Service Security Services Pool Maintenance Pool Permit
Amenity Repairs & Maintenance Amenity Access Management Contingency

$	-  $
$	501  $
$	660  $
$	104  $
$	-  $
$	775  $
$	2,036  $
$	1,850  $
$	-  $
$	-  $
$	1,042  $
$	-  $

-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $

-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $

-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $

-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $

-  $	-
-  $	501
-  $	660
-  $	104
-  $	-
-  $	775
-  $	2,036
-  $	1,850
-  $	-
-  $	-
-  $	1,042
-  $	-

Excess (Deficiency) of Revenues over Expenditures	$	(58,638)  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	(58,638)

Total Expenditures	$	70,367  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	70,367

Total Operations & Maintenance	$	52,839  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	52,839

Subtotal Amenity Expenditures	$	6,968  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	-  $	6,968

Peace Creek
Community Development District Long Term Debt Report

Series 2023, Special Assessment Revenue Bonds	
Interest Rate:	4.250%, 5.125%, 5.375%	
Maturity Date:	6/15/2053	
Reserve Fund Definition	50% of Maximum Annual Debt Service	
Reserve Fund Requirement	$400,906	
Reserve Fund Balance	$400,906	
Bonds Outstanding - 04/18/23	$12,065,000	
Less: Principal Payment - 06/15/24	($180,000)	
Current Bonds Outstanding	$11,885,000