Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Heritage Bay Agenda 03/26/2018 (Continued from 03/19/2018 )
Heritage Bay Community Development District Board of Supervisors Edwin Hubbard,Chairman o Bob Koncar,District Manager o John May,Vice Chairman o Justin Faircloth,District Manager o Dennis Gagne,Assistant Secretary ❑Gregory Urbancic,District Counsel o 1-.Jack Arcurie,Assistant Secretary o Jeffrey Satfield,District Engineer r Donna Hunter,Assistant Secretary Continued Public Hearing-Meeting Agenda March 26,2018—9:00 a.m. 1. Call to Order and Roll Call 2. Consideration of Resolution 2018-7 Delegation Resolution A. Exhibits i. Exhibit A Third Supplemental Trust Indenture ii. Exhibit B Bond Purchase Agreement iii. Exhibit C Preliminary Official Statement iv. Exhibit D Continuing Disclosure Agreement B. Dissemination Agreement with Inframark C. Amendment Raymond James 3. Deferred Costs Acknowledgement and Release 4. Audience Comments 5. Adjournment District Office: Meeting Location: 210 N.University Drive,Suite 702 Heritage Bay Clubhouse Coral Springs, FL 33071 10154 Heritage Bay Boulevard 954-603-0033 Naples,FL Naples Battu A-.4iws NaplesNewscom Published Daily Naples,FL 34110 Affidavit of Publication State of Florida Counties of Collier and Lee Before the undersigned they serve as the authority, personally appeared Natalie Zollar who on oath says that she serves as Inside Sales Manager of the Naples Daily News,a daily newspaper published at Naples,in Collier County, Florida;distributed in Collier and Lee counties of Florida;that the attached copy of the advertising was published in said newspaper on dates listed.Affiant further says that the said Naples Daily News is a newspaper published at Na- ples,in said Collier County,Florida,and that the said newspaper has heretofore been continuously published in said Collier County,Florida;distributed in Collier and Lee counties of Florida,each day and has been entered as second class mail matter at the post office in Naples,in said Collier County,Florida,for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he has neither paid nor promised any person,or corporation anydiscount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. Customer Ad Number Copyline P.O.# HERITAGE BAY COMMUNITY 1921479 Notice of Public Hea Pub Dates February 19,2018 A'aitt 4. 061a) aA (Sig ture of affiant) __.._ —_ •••"7 KAROLE KAN6AS • Vi a:: Motary Public-State oiclorlda Sworn to and subscribed before me ;�'° - ro"'"'Rion G16941 ' •'.AafiF MyComm.EvItes1w 29,2021 This February 19,2018 I '••.:,:. tamem, nuaw.Itmmyxx (Signature of affiant) :Am.\allies Bkxitij Nr NaplesNews.com Published Daily Naples,FL 34110 Affidavit of Publication State of Florida Counties of Collier and Lee Before the undersigned they serve as the authority,personally appeared Natalie Zollar who on oath says that she serves as Inside Sales Manager of the Naples Daily News,a daily newspaper published at Naples,in Collier County, Florida;distributed in Collier and Lee counties of Florida;that the attached copy of the advertising was published in said newspaper on dates listed.Affiant further says that the said Naples Daily News is a newspaper published at Na- ples,in said Collier County,Florida,and that the said newspaper has heretofore been continuously published in said Collier County,Florida;distributed in Collier and Lee counties of Florida,each day and has been entered as second class mail matter at the post office in Naples,in said Collier County, Florida,for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he has neither paid nor promised any person, or corporation anydiscount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. Customer Ad Number Copyline P.O.# HERITAGE BAY COMMUNITY 1938472 Notice of Public Hea Pub Dates February 27,2018 Ar (Sign ture of affiant) ,.•yrti"op_ KAROL fKANOA$ 1 �. Notary Pude-geeofF�cai Sworn to and subscribed before me commhsfona GG 176041 This February 27,2018 j 'z•,R '=` amPcc D'ww axowy 2 (Signature of affiant) 16D E TUESDAY,FEBRUARY 17,2018 I NAPLES DAILY NEWS Si,Urt6prld8f ' 2,-.:. 4.,....''.:7„12,.. 94/110[019141011E010.mmwnat�wnn(piv0v:n+frijol."mf`Jr�rr'ivmwn^wvu'ae`na'ee<1�.:uevlrr el tik,vr m<rOUFIPan000 .xs#,'at'3. NO111V098Peri91 MIL mu in 0010Tmit 999[001,111109.101,11-ST DISTIOR 26011BENTIEY GT SPEED Florida International Airport. . A I s$whleeo 3500401. Adeiam0 MN kip u 60.(5,4y.FNhA.M , a�+,JO f 09949091,9,.1 ikro.r..(4.7.asevrasthavaraa.oaaai.aials,a2 .J -- yv'v, .rod 564,000(716138 374 Wows, � n. l{tG-(e�B<Grd2 btid7* 1,N,,,,,, Mi l 5II Eleltr' nfMar „ f A C P TD, 'NUmR , Mr + t au mtcols(c1,nV P 15Iarecep receptacles t"MevmadH muW ;:wIii -,,sbraided emblem,15i h • Frlian0 Install freeband ' teax .wA as, 0k MGM 520 WS fl Mlni Cnargflg 510E LOa s - .- .asking Mk(LL9)6S60Tf U t5 20/3 W 650-1 Y. frnanuWes I A � ge. 10 ECNcharging'ta'onInd,METALLIC. RM Yelx ` • - _ _ W PrLEATHER,7K MI, pealed Olds w81 h received J oa n THIS-CAR-S-NRWI ASKING t Il6ito11wR - N - rvea945K(ST5690119. aI Company, 94 ' a '3 - 4 !'0INFINIT1076 2013 1814 n I,lrway LakesDrive, FI Km".."" se* + mmik a3Sw"+pdn ,V.,,,,,,,,,,,,^5,.fr09.199 11 :1n...40 .a ,n,... tti,E,.9 At 49 ,9,Loaded!I la Condi Myer%ft 33913 PI23551 .. kl.e tion.536.509.230309 5128 4141,110 later limo tan PM - ( •^,v., I113S•'A1AM n 22 40010 N,v.n 'Elm R'E, n'2 k s p 0 r, t e.��E i Adderda mar be issued q*„ >` ..n.s..V.,m hu.:,..,,m Fm, I - . Z.::;s. 97 NO SPORTSTER 1200 during the coarse M bidding. i Custom.1411 411 S111014,sag. All addenda t b wm+ ab r•F�-4,. s,.4.,.100 ".I.,.. nrr c"Lu I v-m.el10I0 o, t 5115 000119 53)(20(33O)i019.82 k may•I ,Yniridders- < e _ ,e.,.u.ae.. k. ( Ise roRltlirNe twit i eT o 'w loprov a :n 4°i°`...A34 IS 1 D The e r ciwn 10 eject '01 DODGE GRAND CARAVAN re,eryes the right to,eject " SOT 196V nIL Ston-so seats. any and Ml bids, ]m. E,1..1 h, m 52,000.(239)431.1738, .,ew Pad.! P,."p5 N. ..I .u�.� 01611 2016 DODGE GRANO CARAVAN A MANDATONY Pre-Bltl 4l'.t prom 94005 Pr l"m: a , Whe,,,,, van 04 ..Irna. Meeting H be Iu4tl ar.wrr. e'od Poor,0,4011&8e darns- IImo lin.March Rib, 291831 017 1 - 1000541 10114 339)494 92E 1 100 PM m 11 'Terminal 1t 990 11:1115116 1300519 1i00619�v O Ik1 y L I Southwest - 91 ;5f±-vyTt2-,9 .a, FloridaInt me '1 Alport 904.71 00...0 II Ia14_I sv§,w-'- .p{.+, c Terminal, Amelia fermate 1a' u a os+_f s(n,p5m p-„1 1939°DICK ROAD MASTER Coafa,01 Rooni 3rd Floor - --a. , 4 ane telatecf-1 hod',cost• Tel mml; 3401Addiess m)wJaJ511Er INP Sm.115meN NNJ.NIJ.. •• elate off restoration 11000 ye14.111mina013 Road. ,•,v„dr....a,<1rn4ew"wvl.ernermeim 1,n14k Silk h Myers,FL 31913 45.40, d >_I (7011571 4050 eons (, 'snb. n trrma . J S' Bt1131tu57N0911, Dan'.gsadaad2Ym D Se""0115 M 41Oe CD 01 the Owefl"AmeF-lmhail r iea m.Zm ,uea-m1111 + .o: ,fa. .0 ---1^'"--""'""'"---- a11kiyThiJower. 116, r my 3,,,,,3,,,,,„,111..1,2otkrr. to p.0„,„ Van,0040 t ,ter*m CABILLAC1957 CMrvet76f— Pecoreeeeh,cep, T,,,,,,„to,.very receive ins.actions on how zem.......� r d . (: �' i ,dV . nice.5125,00 Rod„,to aSheave, Pj download website. -near � l0u n 9 _'„ .� aGRn ,iTfi , 1en0" slvu.,W,,01l3 a1,P.r.r*� L0 �1,000. 3v,,..o...Ak�Z '1 - a 021231.561.4141 WANTED 37 Mms0K,nr>ell 0Ct 1 ti t 1 :.- u „„M71[00020)NI7TC9fPoV A yy dtaeemONS nl* 'a ) „ Rbn maximizeparticipation 1 -sr'enf 1,9090.99/9.994,,,s,.40 yr, r40115+.u. n+540..1,A,.m ra...a ' 9oe0wad 1•. ` v.,l.ae .r ea.,.( .MS Bolos, Enterprises and 4wlhatm ABSOLUTELY ALL'OTOS Disadvantaged Dudn! Ja lb +'+A. YO'r ,..rnna.n+ayn-veb'lldv.ea-.,as,..-,.1104 r• *94011121 0042 or Alive lop Enterpafes in their projects. ... • a .w, • t..i,.a n FREE PICK UPI 239.265.6140 Fitch 11(Wn Jodi ,171 —CORVETTESSWANTEp 1 eed A I I .J 4 M CC Tap dollar h day.Call Um eae9established. it 1111 ' ' d w +eFb b �.'�`1 -41"'36"or 941')334)1 Ane le with 01900100. otic u\-run0h,. e1 o-1 him xaa,rme n.rr.."uee'k. ..4411f du,_. SMOSTT USTOM Atl Nn100,0 person neaDn9 ,y, MOSTles Want d ,petal aee0at a pugns for - .1,.4 b 9v A (a ,j V .11a.w,,10...a1 BUYER Since 1977 atptemiance ata public Dyd a+saarrc .e+s.s..ma ,uDaamfm•. "• +"- Rodu�lim(139)17 1300 .1,01dgwntacl 0611 Noun Y, Project Manner, (3 1 1111019•910611.900,110101119111.9111c1.9•uuverc- a 111. Inunnl we atm CARS.TRSOY% Kimball Company 2301 Sh ( Etc.Anything Irmo 51,000 4141 Fax(2391 661.1S96. p S St00 9oD sn cad Sam(235)595.4011 n-ch-rkMlmtmn u Pursuant to SaE S P �e"Y ; T tl 49, Code nl Frderal y� "n4e 'a Regulations. Department 1 1- , Lr a)NANCOD6 225,15/11/1? MTransportation. ,anode - 9 .Pq � 5169 tak offs.(4)AllyKoh n Of lice of the secretary, • 9 - terrain 145/65/e/175285 11011 21 Nondiscrimi'tion an ,,, t�I 1111. „3`, (401)514 9295 Federally Assisted Programa 1' of _._ 11_11._.. A ,,, iranstpamtatDepartment Cflt 1014 - ..x �S of Title VI Use Civil Rght qct f 1964 the Restoration Action n,, y 1 1987,and me FloridaCivil . Right Act of 1912,and assail ,`yrU' - Y y. �,p�,i. tR 9 1 i M may be amended, •",'-'''.42:4. 1'vi T, 1,�} IM1 C tractorno person in ,11.11— 1111--•• F,. usir,,ted that onoptrwn,, NOTICF.lC INTENT TO (he Unit<tl States snail nn the f1, :.KG:. ---- REGISTER FICTITIOUS NAME hosts of rax,or, * l ,91 NOTICE OF ACTION origin,sex. a reed disability My Notice and EI tY Na 9 excluded from particle tie Dm AU MMI ISQ - 015. Pursuant tU 1111 U d rr die bSl1301 a/ < 1 In 1,a 86509, Florida 611111180 U 00,w,s¢ yy NO11CF IS ERERY GIVEN t Q C InaI IDD uauaw IS LLm. 1v ooc.l� 1 mil[ DILI L LSNT Md' i L G 1.45W011 thathe °s �0 9Ia I n green r VCtwlacy m C _ u (Inswing fn ma .•,,„ d -fi. mn lm: RESOLUTION NO.2018-7 A RESOLUTION OF HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF AND AWARDING THE SALE OF ITS NOT EXCEEDING $16,620,000 PRINCIPAL AMOUNT OF HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE REFUNDING BONDS, SERIES 2018A-1 AND ITS NOT EXCEEDING $4,515,000 PRINCIPAL AMOUNT OF IIERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2018A-2 (COLLECTIVELY, "THE 2018 BONDS") FOR THE PRINCIPAL PURPOSES OF REFUNDING ALL OF THE OUTSTANDING HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE REFUNDING BONDS, SERIES 2014; RETIRING CERTAIN OTHER DISTRICT DEBT AND CONSTRUCTING STORMWATER MANAGEMENT AND RELATED IMPROVEMENTS; DELEGATING TO THE CHAIRMAN OR VICE CHAIRMAN OF THE BOARD OF SUPERVISORS OF THE DISTRICT, SUBJECT TO COMPLIANCE WITH THE APPLICABLE PROVISIONS HEREOF, THE AUTHORITY TO AWARD THE SALE OF SUCH 2018 BONDS TO RAYMOND JAMES & ASSOCIATES, INC. BY EXECUTING AND DELIVERING TO SUCH UNDERWRITER A BOND PURCHASE AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE THIRD SUPPLEMENTAL TRUST INDENTURE; MAKING CERTAIN FINDINGS; APPROVING FORM OF SAID 2018 BONDS; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE USE OF THE OFFICIAL STATEMENT AND THE PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION OF THE OFFICIAL STATEMENT; APPROVING THE FORM OF THE CONTINUING DISCLOSURE AGREEMENT AND AUTHORIZING THE EXECUTION THEREOF; DELEGATING TO THE DISTRICT MANAGER THE AUTHORITY TO PURCHASE A MUNICIPAL BOND INSURANCE POLICY AND SURETY BOND FOR DEPOSIT TO THE 2018 RESERVE ACCOUNT; AUTHORIZING CERTAIN OFFICIALS OF HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT AND OTHERS TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SAID 2018 BONDS; CALLING THE BONDS TO BE REFUNDED FOR EARLY REDEMPTION; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT TO SAID 2018 BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Heritage Bay Community Development District (the "District") is authorized by Florida Statutes, Chapter 190 (the "Act"),particularly Section 190.016(7),and the Master Indenture (as hereinafter defined) to issue its bonds for the purpose of refunding outstanding obligations of the District, including the District's outstanding Capital Improvement Revenue Refunding Bonds, Series 2014(the "Refunded Bonds"); and 44322765;2 WHEREAS, the District is also authorized by the Act and the Master Indenture to issue its bonds to retire outstanding debt obligations of the District and to pay the Cost of a Series Project;and WHEREAS, on September 26, 2005 the Circuit Court of Collier County validated the issuance by the District of not exceeding $50 million in principal amount of its capital improvement revenue bonds;and WHEREAS, the District issued its Capital Improvement Revenue Refunding Bonds, Series 2014 to currently refund the District's Capital Improvement Revenue Bonds, Series 2005 the proceeds of which provided the District funds to acquire and construct "assessable improvements"all for the special benefit of residents of the District(the "2005 Project"); and WHEREAS, the District on September 10, 2015 entered into a Loan Agreement with CNLBank (the "2015 Loan") pursuant to which the District is authorized to borrow $250,000 principal amount to make improvements to bridge retaining walls (collectively with the 2005 Project,the"Prior Project");and WHEREAS, the District has accepted the report of CPH, Inc., describing certain improvements consisting primarily of stormwater management improvements that will provide special benefit to all of the assessable lands in the District(the "Project");and WHEREAS,the District is authorized by the Act to make payments of principal,interest, and premium, if any, with respect to its bonds by levying and collecting special assessments on property located within the District and specially benefited by the Prior Project and the Project; and WHEREAS, the District now desires to authorize the issuance of and award the sale of its Capital Improvement Revenue Refunding Bonds, Series 2018A-1 (the "A-1 Bonds") to restructure District debt to the advantage of its residents and landowners and its Capital Improvement Revenue Bonds, Series 2018A-2 (the "A-2 Bonds," collectively with the A-1 Bonds, the "2018 Bonds"), to approve the Supplemental Indenture (hereinafter defined) and to provide for various other matters relating to the issuance of the 2018 Bonds; and WHEREAS, the Board of Supervisors of the District (the "Board") has received from Raymond James & Associates, Inc. (the "Underwriter") a proposal in the form of a Bond Purchase Agreement (the "Contract") for the purchase of the 2018 Bonds and the Board has determined that acceptance of such proposal and the sale of the 2018 Bonds to the Underwriter is in the best interest of the District for the reasons hereafter indicated; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT,as follows: SECTION 1. Definitions. All words and phrases used herein in capitalized form,unless otherwise defined herein, shall have the meaning ascribed to them in the Indenture (hereinafter defined). 2 44322765;2 SECTION 2. Authorization. There is hereby authorized to be issued not exceeding $16,620,000 principal amount of A-1 Bonds and $4,515,000 principal amount of A-2 Bonds. The 2018 Bonds shall be issued under and secured by that Master Trust Indenture dated as of November 1,2005 (the "Master Indenture") by and between the District and U.S. Bank National Association, as successor in interest to Wachovia Bank, National Association as trustee, (the "Trustee") as supplemented by that Third Supplemental Trust Indenture by and between the District and the Trustee (the "Supplemental Indenture") (the Master Indenture and the Supplemental Indenture referred to collectively as the "Indenture"). The proceeds of the 2018 Bonds shall be used for the purposes set forth in the Supplemental Indenture and the Official Statement(hereinafter defined). SECTION 3. Approval of Supplemental Indenture. The Supplemental Indenture is hereby approved in substantially the form set forth as part of Exhibit A hereto and the Chairman or the Vice Chairman of the Board are hereby authorized and directed to execute and deliver such Supplemental Indenture on behalf of and in the name of the District and the Secretary or any Assistant Secretary of the Board is hereby authorized to attest such execution, with such additions and deletions therein as may be made and approved by the Chairman or the Vice Chairman executing the same, such execution to be conclusive evidence of such approval. The Trustee is hereby approved to serve as Trustee, Bond Registrar and Paying Agent under such Supplemental Indenture. SECTION 4. Negotiated Sale. Consistent with Section 218.385 of the Florida Statutes, the Board hereby determines that a negotiated sale of the 2018 Bonds to the Underwriter is in the best interest of the District because of prevailing market conditions, because delays caused by soliciting competitive bids could adversely affect the District's ability to issue and deliver the 2018 Bonds at presently favorable interest rates, and because the nature of the security for the 2018 Bonds and the sources of payment of debt service on the 2018 Bonds require the participation of an underwriter in structuring the bond issue. Prior to the award of the 2018 Bonds, the Underwriter shall provide to the District the disclosure required under Section 218.385,Florida Statutes. SECTION 5. Contract Approved. The Board hereby approves the Contract submitted by the Underwriter in substantially the form attached as Exhibit B hereto. The Chairman or Vice Chairman of the Board is hereby authorized to execute the Contract and to deliver the Contract to the Underwriter with such changes, amendments, modifications, omissions and additions as may be approved by the executing Chairman or Vice Chairman; provided,however, that(i) the final maturity of the 2018A-1 Bonds shall be no later than May 1, 2036 and the final maturity of the A-2 Bonds shall be no later than May 1,2022, (ii)the A-1 Bonds shall be subject to optional redemption no later than May 1, 2028, at a redemption price of 100%of the principal amount to be redeemed plus accrued interest to the redemption date and the A-2 Bonds shall not be subject to optional redemption (iii) the true interest cost for the 2018 Bonds will not exceed 5.0% and (iv) the Underwriter discount shall not exceed 1.2% of the principal amount of the 2018 Bonds. Execution by the Chairman or Vice Chairman of the Contract shall be deemed to be conclusive evidence of approval of such changes. SECTION 6. Preliminary Official Statement and Official Statement. The District hereby approves the Preliminary Official Statement in substantially the form attached hereto(the 3 44322765;2 "Preliminary Official Statement") as Exhibit C and authorizes its distribution and use by the Underwriter in connection with the offering for the sale of the 2018 Bonds. if between the date hereof and the mailing of the Preliminary Official Statement it is necessary to make insertions, modifications and changes to the Preliminary Official Statement, the Chairman or Vice Chairman is hereby authorized to approve such insertions, changes and modifications, and, the Chairman or Vice Chairman is hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") under the Securities Exchange Act of 1934, in the form as mailed and in furtherance thereof to execute a certificate evidencing same. The preparation of a final Official Statement is hereby approved and the Chairman or Vice Chairman is hereby authorized to execute such final Official Statement to be dated the date of the award of the 2018 Bonds and to deliver the same to the Underwriter for use by it in connection with the sale and distribution of the 2018 Bonds. The Official Statement shall be substantially in the form of the final Preliminary Official Statement, with such changes as shall be approved by the Chairman or Vice Chairman as necessary to conform to the details of the 2018 Bonds and such other insertions,modifications and changes as may be approved by the Chairman or Vice Chairman. The execution and delivery of the Official Statement by the Chairman or Vice Chairman shall constitute evidence of the approval thereof. The District hereby authorizes the use of the Preliminary Official Statement and the Official Statement and the information contained therein in connection with the offering and sale of the 2018 Bonds. SECTION 7. Form of 2018 Bonds. The 2018 Bonds shall be in substantially the form as set forth in the exhibit to the Supplemental Indenture, with such additions, deletions and other changes thereto as the officials of the Board executing the 2018 Bonds shall approve, such approval to be conclusively evidenced by the execution of the 2018 Bonds (by manual or facsimile signature) by such officials. The Board hereby authorizes and approves the use of a facsimile of the District seal on the 2018 Bonds. SECTION 8. Continuing Disclosure Certificate. The form and content of the Continuing Disclosure Agreement (the "Disclosure Agreement") relating to the 2018 Bonds attached hereto as Exhibit D is hereby approved. The Chairman or Vice Chairman and the Secretary or any Assistant Secretary are hereby authorized to execute on behalf of the District the Disclosure Agreement in substantially the form attached hereto, with such additions, deletions, and other changes as may be necessitated by applicable law, this Resolution and the Contract as such officers may approve (such approval to be conclusively evidenced by their execution of the Disclosure Document). SECTION 9. Early Redemption of Refunded Bonds. Subject to delivery of the 2018 Bonds, the then Outstanding Refunded Bonds are hereby irrevocably called for redemption on the delivery date of the 2018 Bonds, at the redemption price of 100%of the principal amount of such Refunded Bonds together with accrued interest to the redemption date. The 2015 Loan shall be retired on the date of delivery of the 2018 Bonds at the principal amount outstanding and as otherwise provided in the documents securing the 2015 Loan. SECTION 10. Delegation to Obtain and Deliver Bond Insurance Policy and Reserve Account Insurance Policy. The Board hereby delegates to the District Manager the authority to obtain a commitment for a municipal bond insurance policy in regard to any or all of 4 44322765;2 the 2018 Bonds (the "Bond Insurance Policy") after consulting with the District's financial advisor to determine net interest costs savings to the District resulting from a Bond Insurance Policy, and the District Manager is hereby authorized to execute and deliver such commitment and any additional documents and agreements as may be required as a condition to the delivery of the Bond Insurance Policy. The Board hereby delegates to the District Manager the authority to obtain a commitment for a surety bond for deposit to the 2018 Reserve Account(the "Reserve Account Insurance Policy") in regard to any or all of the 2018 Bonds after consulting with the District's financial advisor to determine net interest costs savings to the District resulting from a Reserve Account Insurance Policy, and the District Manager is hereby authorized to execute and deliver such commitment and any additional documents and agreements as may be required as a condition to the delivery of the Reserve Account Insurance Policy. SECTION 11. Compliance with Section 190.016(7), Florida Statutes. The District hereby finds that the refunding as described herein and in the Supplemental Indenture and the Preliminary Official Statement comply with Section 190.016(7), Florida Statutes in that the issuance of the 2018 Bonds is advantageous to the District. SECTION 12. Open Meetings. It is hereby found and determined that all official acts of this Board concerning and relating to the issuance, sale, and delivery of the 2018 Bonds, including but not limited to adoption of this Resolution, were taken in open meetings of the members of the Board and all deliberations of the members of the Board that resulted in such official acts were in meetings open to the public, in compliance with all legal requirements including,but not limited to,the requirement of Florida Statutes, Section 286.011. SECTION 13. Other Actions. The Chairman, the Vice Chairman, the Secretary and any Assistant Secretary of the District, and any authorized designee thereof(collectively, the "District Officers"), Akerman LLP, as Bond Counsel and Coleman, Yovanovich & Koester, P.A., Counsel to the District, and any other consultant or experts retained by the District, are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the 2018 Bonds and the consummation of all transactions in connection therewith. The District Officers are hereby authorized and directed to execute all necessary or desirable certificates, documents, papers, and agreements necessary to the undertaking and fulfillment of all transactions referred to in or contemplated by the Supplemental Indenture, the Preliminary Official Statement, the Official Statement, this Resolution, the Disclosure Document,the Escrow Deposit Agreement and the Contract. SECTION 14. Approval of Prior Actions. All actions taken to date by the members of the Board and the officers, agents, and employees of the District in furtherance of the issuance of the Bonds are hereby approved,confirmed and ratified. SECTION 15. Inconsistent Resolutions and Motions. All prior resolutions of the Board inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and, except as so modified, supplemented and amended hereby,shall remain in full force and effect. SECTION 16. 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 5 44322765;2 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 17. Effective Date. This Resolution shall become effective immediately upon its adoption. ADOPTED this 26th day of March,2018. HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT By: •--- � 4"—*I Edwin Hubbard,Chairman [SEAL] Attest: By: Itee' Justin y 'rcloth,Secretary // 6 44322765;2 THIRD SUPPLEMENTAL TRUST INDENTURE BETWEEN HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT AND U.S.BANK NATIONAL ASSOCIATION, AS TRUSTEE Dated as of April 1, 2018 44101830,4 TABLE OF CONTENTS This Table of Contents is incorporated herein for ease of reference only and shall not be deemed a part of the Third Supplemental Trust Indenture. ARTICLE I DEFINITIONS 4 Section 101. Definitions 4 ARTICLE II AUTHORIZATION,ISSUANCE AND PROVISIONS OF 2018 BONDS 8 Section 201. Authorization of 2018 Bonds; Book-Entry Only Form 8 Section 202. Terms of 2018 Bonds 10 Section 203. Dating; Interest Accrual 10 Section 204. Denomination 10 Section 205. Paying Agent 11 Section 206. Bond Registrar 11 Section 207. Conditions Precedent to Issuance of 2018 Bonds 11 Section 208. Continuing Disclosure 11 ARTICLE III REDEMPTION OF 2018 BONDS 12 Section 301. 2018 Bonds Subject to Redemption and Purchase 12 ARTICLE IV DEPOSIT OF 2018 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF FUNDS,ACCOUNTS,AND SUBACCOUNTS AND OPERATION THEREOF 12 Section 401. Establishment of Funds, Accounts, and Subaccounts 12 Section 402. Use of 2018 Bond Proceeds and Other Legally Available Moneys 12 Section 403. 2018 Acquisition and Construction Account 13 Section 404. 2018 Costs of Issuance Account 13 Section 405. 2018 Reserve Account 13 Section 406. Application of Prepayment Principal 14 Section 407. Tax Covenants and Rebate Accounts 14 Section 408. Establishment of 2018 Revenue Account in Revenue Fund; Application of Revenues and Investment Earnings 15 ARTICLE V CONCERNING THE TRUSTEE 16 Section 501. Acceptance by Trustee 16 Section 502. Limitation of Trustee's Responsibility 16 Section 503. Trustee's Duties 16 ARTICLE VI MISCELLANEOUS 16 Section 601. Confirmation of Master Indenture 16 Section 602. Collection of Series 2018 Assessments 17 Section 603. Parity Bonds 17 Section 604. Brokerage Confirmations 17 Section 605. Payment Dates 17 Section 606. Patriot Act Requirement of Trustee 17 EXHIBIT "A" Form of 2018 Bonds 44101830;4 THIRD SUPPLEMENTAL TRUST INDENTURE THIS THIRD SUPPLEMENTAL TRUST INDENTURE (the "Third Supplemental Indenture") dated as of April 1, 2018, from HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government established under the laws of the State of Florida(the"District")to U.S.BANK NATIONAL ASSOCIATION,as trustee (the "Trustee"), a national banking association under the laws of the United States of America and authorized to accept and execute trusts of the character herein set forth, with its designated corporate trust office located at 225 E. Robinson Street, Suite 250, Orlando, Florida 32801,Attention: Corporate Trust Department. WHEREAS, pursuant to Resolution 2005-16 adopted by the Governing Body of the District on July 21, 2005 (the "Master Bond Resolution"), the District has authorized the issuance, sale and delivery of "Capital Improvement Revenue Bonds" of various series in an aggregate principal amount not to exceed $50,000,000 (the "Bonds"), as authorized under the Master Trust Indenture dated as of November 1, 2005 between the District and the Trustee (the "Master Indenture"), which Bonds were validated by final judgment of the Circuit Court of Collier County, Florida on September 26, 2005 the appeal period for which has expired with no appeal having been taken; and WHEREAS, the District has entered into the Master Indenture with the Trustee, as successor trustee, to secure the issuance of its Bonds, issuable in one or more Series from time to time; and WHEREAS, the District is a community development district duly organized and existing under the provisions of Chapter 190, Florida Statutes, as amended (the "Act"), for the purpose, among other things, of financing and refinancing and managing the acquisition, construction, maintenance, and operation of the major infrastructure, and public facilities within and as provided in the Act without the boundaries of the District; and WHEREAS, the District for the primary purpose of refinancing the costs of constructing and acquiring public infrastructure and other public improvements in accordance with the provisions of the Act issued its Capital Improvement Revenue Refunding Bonds, Series 2014 (the "Prior Bonds") in the principal amount of$17,490,000 pursuant to the Master Indenture and a Second Supplemental Trust Indenture dated as of August 1, 2014 by and between the District and the Trustee the proceeds of such Prior Bonds being applied to currently refund and redeem the District's Capital Improvement Revenue Bonds, Series 2005, to pay certain costs associated with the issuance of the Prior Bonds and to make a deposit into the Series 2014 Reserve Account; and WHEREAS,the District is authorized by the Act,particularly Section 190.016(7)thereof to issue bonds of the District to provide for the refunding of obligations of the District like the Prior Bonds; and WHEREAS, the District has determined it to be advantageous to the District to issue its Capital Improvement Revenue Refunding Bonds, Series 2018A-1 (the "2018A-1 Bonds") for the primary purpose of, together with other legally available moneys of the District, currently 44101830;4 refunding all of the Prior Bonds Outstanding on the date of issuance of the 2018A-1 Bonds (the "Refunded Bonds"), which refunding will reduce the debt service of the District to the advantage of certain residents of the District; and WHEREAS, the District has also determined it will be advantageous to the residents and landowners of the District that the District issue its Capital Improvement Revenue Bonds, Series 2018A-2 (the 2018A-2 Bonds, collectively with the 2018A-1 Bonds, the "2018 Bonds") to construct certain stormwater management and related improvements, (the"2018 Project"); and WHEREAS,proceeds of the 2018A-2 Bonds will also be applied to retire on the date of delivery of the 2018A-2 Bonds the District's obligations under that certain Loan Agreement dated as of September 10, 2015 between the District and Valley National Bank as successor to CNLBank(the"2015 Loan Agreement") ; and WHEREAS, pursuant to Resolution 2018-7 adopted by the Governing Body of the District on March 19, 2018 (the "Bond Resolution"), the District has authorized the issuance, sale and delivery of $ principal amount of its 2018A-1 Bonds and $ principal amount of 2018A-2 Bonds and authorized the execution and delivery of this Third Supplemental Indenture to secure the issuance of the 2018 Bonds and to set forth the terms of the 2018 Bonds; and WHEREAS, the Governing Body of the District duly adopted District Resolutions 2018- 2 and 2018-3 on , 2018, defining assessable property to be benefited by the assessable improvements to be financed and refinanced with proceeds of the 2018 Bonds and the manner in which such Series 2018 Assessments would be levied against such benefited property within the District, directing the preparation of an assessment roll, calling for a public hearing of the District at which owners of property to be subject to the Series 2018 Assessments may be heard as to the propriety and advisability of levying the Series 2018 Assessments, the manner of payment therefor, and the amount to be assessed against each property and the Governing Body of the District duly adopted Resolution 2018-6 on March 19, 2018, following a public hearing conducted in accordance with the Act, to equalize and levy the Series 2018 Assessments and the benefited property against which such are imposed (collectively, the "2018 Assessment Proceedings"); and WHEREAS, the 2018 Bonds are issued hereunder as one Series of Bonds under, and as defined in, the Master Indenture; and WHEREAS, the execution and delivery of the 2018 Bonds and of this Third Supplemental Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the 2018 Bonds,when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Third Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the 2018 Trust Estate(as hereinafter defined)have been done; NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS THIRD SUPPLEMENTAL TRUST INDENTURE WITNESSETH: 2 44101830;4 That the District, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the mutual covenants herein contained,the purchase and acceptance of the 2018 Bonds by the purchaser or purchasers thereof, and other good and valuable consideration, receipt of which is hereby acknowledged, and in order to further secure the payment of the principal and Redemption Price(as defined in the Master Indenture)of, and interest on, all 2018 Bonds Outstanding (as defined in the Master Indenture) from time to time, according to their tenor and effect, and such other payments required to be made under the Master Indenture or hereunder, and to further secure the observance and performance by the District of all the covenants and such other payments due under any Credit Facility (as defined in the Master Indenture), expressed or implied in the Master Indenture, in this Third Supplemental Indenture and in the 2018 Bonds: (a) has executed and delivered this Third Supplemental Indenture and (b) does hereby, grant, bargain, sell, convey, transfer, assign and pledge unto the Trustee, and unto its successors in interest the trusts under the Master Indenture and hereunder, and to them and their successors and assigns forever, all right, title and interest of the District, in, to and under, subject to the terms and conditions of the Master Indenture and the provisions of the Master Indenture and this Third Supplemental Indenture pertaining to the application thereof for or to the purposes and on the terms set forth in the Master Indenture and this Third Supplemental Indenture to the 2018 Bonds, the revenues derived by the District from the Series 2018 Assessments (hereinafter defined) (the "2018 Pledged Revenues") and the Funds and Accounts, including those created herein, (collectively, the "2018 Pledged Funds" and with the Series 2018 Pledged Revenues,the "2018 Trust Estate") established hereby and in the manner set forth below as provided herein; TO HAVE AND TO HOLD all the same by the Master Indenture granted, bargained, sold, conveyed, transferred, assigned and pledged, or agreed or intended so to be, to the Trustee and its successors in trust and to it and its assigns forever; IN TRUST NEVERTHELESS, except as in each such case may otherwise be provided in the Master Indenture or this Third Supplemental Indenture, upon the terms and trusts in the Master Indenture and this Third Supplemental Indenture for the equal and proportionate benefit, security and protection of all and singular the present and future Owners of the Series 2018 Bonds issued or to be issued under and secured by this Third Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any one 2018 Bond over any other 2018 Bond by reason of priority in their issue,sale or execution; PROVIDED HOWEVER, that if the District, its successors or assigns, shall well and duly pay, or cause to he paid, or make due provision for the payment of the principal and Redemption Price of the 2018 Bonds or any 2018 Bond secured and Outstanding under this Third Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the 2018 Bonds and this Third Supplemental Indenture, according to the true intent and meaning thereof, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Master Indenture and this Third Supplemental Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provision of the Master Indenture and this Third Supplemental Indenture, then upon such final payments, this Third Supplemental Indenture and the rights hereby granted shall cease and 3 44101830;4 terminate, with respect to such 2018 Bonds, otherwise this Third Supplemental Indenture shall remain in full force and effect; THIS THIRD SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all 2018 Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the rights and property pledged to the payment thereof are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as in the Master Indenture (except as amended directly or by implication by this Third Supplemental Indenture), including this Third Supplemental Indenture, expressed, and the District has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners and Beneficial Owners, from time to time,of the 2018 Bonds,as follows: ARTICLE I DEFINITIONS Section 101. Definitions. All terms used herein that are defined in the recitals hereto are used with the same meaning herein unless the context clearly requires otherwise. All terms used herein that are defined in the Master Indenture are used with the same meaning herein (including the use of such terms in the recitals hereto and the granting clauses hereof) unless (i)expressly given a different meaning herein or (ii) the context clearly requires otherwise. In addition,unless the context clearly requires otherwise,the following terms used herein shall have the following meanings: "Beneficial Owner" shall mean the owners from time to time of the 2018 Bonds for federal income tax purposes. "Bond Depository" shall mean the securities depository existing from time to time under Section 201 hereof. "Bond Participants" shall mean those broker-dealers, banks and other financial institutions from time to time for which the Bond Depository holds 2018 Bonds as securities depository. "Continuing Disclosure Agreement" means that certain Continuing Disclosure Agreement by and between the District and dated the date of issuance and delivery of the 2018 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof "Delinquent 2018 Assessment Interest" shall mean Series 2018 Assessment Interest deposited with the Trustee after the date on which such Series 2018 Assessment Interest has become due and payable. "Delinquent 2018 Assessment Principal" shall mean Series 2018 Assessment Principal deposited with the Trustee after the date on which such Series 2018 Assessment Principal has become due and payable. 4 44101830;4 "DTC" shall mean The Depository Trust Company, New York, New York, and its successors and assigns. "Interest Payment Date" shall mean each May 1 and November 1, commencing November 1, 2018. "Nominee" shall mean the nominee of the Bond Depository, which may be the Bond Depository, as determined from time to time pursuant to this Supplemental Indenture. "Series 2018 Assessments" shall mean the Assessments levied by the District against developed and developable property within the District pursuant to the 2018 Assessment Proceedings. "Series 2018 Assessment Interest" shall mean the interest on Series 2018 Assessments received by the District which is pledged to the 2018 Bonds, other than Delinquent 2018 Assessment Interest. "Series 2018 Assessment Principal" shall mean the principal amount of Series 2018 Assessments received by the District which are pledged to the 2018 Bonds, other than Delinquent 2018 Assessment Principal and Series 2018 Prepayment Principal. "Series 2018 Prepayment Principal" shall mean the excess amount of Series 2018 Assessment Principal received by the District over the Series 2018 Assessment Principal then due, but shall not include Delinquent 2018 Assessment Principal. Series 2018 Prepayment Principal shall not include the proceeds of any refunding bonds. "2018 Investment Obligations" shall mean and include any of the following securities: (A) Government Obligations; (B) obligations of any Federal agency whose debt rating is in the top rating category by both Moody's and S&P. (C) deposits,Federal funds or bankers'acceptances(with term to maturity of 270 days or less) of any bank which has an unsecured,uninsured and unguaranteed obligation rated in one of the top two rating categories by both Moody's and S&P; (D) commercial paper rated in the top two rating categories by both Moody's and S&P; (E) obligations of any state of the United States or political subdivision thereof or constituted authority thereof the interest on which is exempt from federal income taxation under Section 103 of the Code and rated in one of the top two rating categories by both Moody's and S&P; (F) either (A) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company(as defined in Section 851(a) of the Code) that is a money market fund that is rated in the highest rating 5 44101830;4 category by Moody's or S&P, or (B) shares of money market mutual funds that invest only in Government Obligations and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by Moody's or S&P; (G) any other investment approved in writing by the Owners of a majority in aggregate principal amount of the 2018 Bonds; (H) bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are rated in one of the three highest ratings by both Moody's and S&P or in one of the two highest categories by either S&P or Moody's; (I) the Local Government Surplus Funds Trust Fund as described in Florida Statutes, Section 218.405 or the corresponding provisions of subsequent laws provided that such fund is rated at least "AA" by S&P (without regard to gradation) or at least "Aa" by Moody's (without regard to gradation); and (J) repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly by the provider with collateral with a domestic or foreign bank or corporation or non-bank financial institution (other than life or property casualty insurance company) the long-term debt of which, or, in the case of a financial guaranty insurance company, claims paying ability, of the guarantor is rated at least "A-" by S&P and "A3"by Moody's provided that the repurchase agreement shall provide that if during its term the provider's rating by S&P and Moody's as applicable, falls below "A-" or "A3," respectively, the provider shall immediately notify the District and the Trustee and the provider shall at its option, within ten days of receipt of publication of such downgrade, either (A) maintain Collateral at levels, as prescribed in the agreement, or(B) repurchase all collateral and terminate the repurchase agreement. Further, if the provider's rating by either S&P or Moody's falls below "Baa3" or "BBB-," respectively, the repurchase agreement shall provide that the provider must immediately notify the District and the Trustee of such occurrence, and following such notice the Issuer shall direct the Trustee, within five (5) Business Days, to either (1) maintain collateral at levels as prescribed in the agreement, or (2) repurchase all collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten (10) Business Days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall be entitled to,and in such event,the Trustee shall withdraw the entire amount invested plus accrued interest, upon its obtaining knowledge of such failure, within ten (10) Business Days. Any repurchase agreement entered into pursuant to the Indenture shall contain the following additional provisions: Failure to maintain the requisite collateral percentage will require the District or the Trustee to liquidate the collateral as provided above; The Holder of the Collateral, as hereinafter defined, shall have possession of the collateral or the collateral shall have been transferred to the Holder of the collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferor's books); 6 44101830;4 The repurchase agreement shall state and an opinion of counsel in form and in substance satisfactory to the District and the Trustee shall be rendered that the Holder of the collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof(in the case of bearer securities, this means the Holder of the collateral is in possession); The repurchase agreement shall be a "repurchase agreement" as defined in the United States Bankruptcy Code and, if the provider is a domestic bank, a "qualified financial contract" as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and such bank is subject to FIRREA; The repurchase transaction shall be in the form of a written agreement, and such agreement shall require the provider to give written notice to the Trustee of any change in its long-term debt rating; The District or its designee shall represent that it has no knowledge of any fraud involved in the repurchase transaction; The District and the Trustee shall receive the opinion of counsel (which opinion shall be addressed to the District and the Trustee and shall be in form and substance satisfactory to the District and Trustee) that such repurchase agreement complies with the terms of this section and is legal,valid,binding and enforceable upon the provider in accordance with its terms; The repurchase agreement shall provide that the Trustee may withdraw funds without penalty at any time, or from time to time, for any purpose permitted or required under this Indenture; Any repurchase agreement shall provide that a perfected security interest in such investments is created for the benefit of the Beneficial Owners under the Uniform Commercial Code of Florida, or book-entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. are created for the benefit of the Beneficial Owners; and The collateral delivered or transferred to the District, the Trustee, or a third-party acceptable to, and acting solely as agent for, the Trustee (the "Holder of the Collateral") shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on provider's books)free and clear of any third-party liens or claims pursuant to a custodial agreement subject to the prior written approval of the majority of the Holders and the Trustee. The custodial agreement shall provide that the Trustee must have disposition or control over the collateral of the repurchase agreement, irrespective of an event of default by the provider of such repurchase agreement. If such investments are held by a third-party,they shall be held as agent for the benefit of the Trustee as fiduciary for the Beneficial Owners and not as agent for the bank serving as Trustee in its commercial capacity or any other party and shall be segregated from securities owned generally by such third party or bank; (K) in addition to investments or the type specified in (C) of the definition of 2018 Investment Obligations, negotiable or non-negotiable certificates of deposit, savings accounts, 7 44101830;4 deposit accounts, money market deposits or banking arrangements issued by or with any financial institution subject to state or federal regulation provided that the full principal amount is insured by the Federal Deposit Insurance Corporation("FDIC") (including the FDIC's Savings Association Insurance Fund); and (L) other investments permitted by Florida law and directed by the Issuer. (M) Money market funds rated"Aam"or "AAm-G" by S &P, or better and if rated by Moody's rated "Aa2" or better. Under all circumstances, the Trustee shall be entitled to rely that any investment directed by an Authorized Officer of the District is permitted under the Indenture and is a legal investment for funds of the District. "2018 Reserve Account Requirement" shall mean 50% of the Maximum Annual Debt Service Requirement for the 2018 Bonds as determined from time to time. "2018 Trust Estate" shall have the meaning set forth in the recitals herein. "Uniform Method" shall mean the uniform method for the levy, collection and enforcement of the Series 2018 Assessments afforded by Sections 197.3631, 197.3632 and 197.3635,Florida Statutes,or any successor statutes thereto. ARTICLE II AUTHORIZATION,ISSUANCE AND PROVISIONS OF 2018 BONDS Section 201. Authorization of 2018 Bonds; Book-Entry Only Form. The 2018 Bonds are hereby authorized to be issued in the aggregate principal amount of $ consisting of $ principal amount of 2018A-1 Bonds and $ principal amount of 2018A-2 Bonds all for the purposes enumerated in the recitals hereto and as further described herein. The 2018 Bonds shall be substantially in the furan set forth as Exhibit A to this Third Supplemental Indenture. Each 2018A-1 Bond shall bear the designation "2018A-1R" and be numbered consecutively from 1 upwards and each 2018A-2 Bond shall bear the designation 2018A-2R and shall be numbered consecutively from 1 upward. The 2018 Bonds shall be initially issued in the form of a separate single certificated fully registered 2018 Bond fbr each maturity of or each Series of the 2018 Bonds. Upon initial issuance, the ownership of such 2018 Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of The Depository Trust Company, New York, New York ("DTC"), the initial Bond Depository. Except as provided in this Section 201, all of the Outstanding 2018 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede&Co.,as Nominee of DTC. With respect to 2018 Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any such Bond Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence, 8 44101830:4 the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede & Co. or any Bond Participant with respect to any ownership interest in the 2018 Bonds, (ii) the delivery to any Bond Participant or any other person other than an Owner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the 2018 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant or any other person, other than an Owner, as shown in the registration books kept by the Bond Registrar, of any amount with respect to principal of,premium, if any, or interest on the 2018 Bonds. The District,the Trustee, the Bond Registrar and the Paying Agent may treat and consider the person in whose name each 2018 Bond is registered in the registration books kept by the Bond Registrar as the absolute owner of such 2018 Bond for the purpose of payment of principal, premium and interest with respect to such 2018 Bond, for the purpose of giving notices of redemption and other matters with respect to such 2018 Bond, for the purpose of registering transfers with respect to such 2018 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the 2018 Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of,premium, if any, and interest on the 2018 Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Bond Registrar, shall receive a certificated 2018 Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new Nominee in place of Cede & Co., and subject to the provisions therein with respect to Record Dates, the words "Cede & Co." in this Third Supplemental Indenture shall refer to such new Nominee of DTC; and upon receipt of such a notice the District shall promptly deliver a copy of the same to the Trustee,Bond Registrar and the Paying Agent. Upon receipt by the Trustee or the District of written notice from DTC: (i) confirming that DTC has received written notice from the District to the effect that a continuation of the requirement that all of the Outstanding 2018 Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede&Co., as Nominee of DTC, is not in the best interest of the Beneficial Owners of the 2018 Bonds or(ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute Bond Depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, the 2018 Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Owners transferring or exchanging the 2018 Bonds shall designate,in accordance with the provisions hereof. If certificates for the 2018 Bonds are printed, no charge shall be made to any Owner for registration and transfer of 2018 Bonds, but any Bondholder requesting any such registration or transfer shall pay any tax or other governmental charge required to be paid with respect thereto. NEITHER THE DISTRICT NOR THE TRUSTEE SHALL HAVE ANY OBLIGATION WITH RESPECT TO ANY DEPOSITORY PARTICIPANT OR BENEFICIAL OWNER OF THE 2018 BONDS DURING SUCH TIME AS THE 2018 BONDS ARE REGISTERED IN 9 44101830;4 THE NAME OF A SECURITIES DEPOSITORY PURSUANT TO A BOOK-ENTRY ONLY SYSTEM OF REGISTRATION. Section 202. Terms of 2018 Bonds. The 2018A-1 Bonds shall be issued as Serial Bonds and or Term Bonds and shall bear interest at the fixed interest rates per annum and shall mature in the amounts and on the dates set forth below: $ Serial Bonds Maturity Principal Interest (May 1) Amount Rate $ %Term Bonds Due May 1, $ %Term Bonds Due May 1, The 2018A-2 Bonds shall be issued as Serial and/or Term Bonds,shall bear interest at the fixed interest rate per annum and shall mature in the amount and on the dates set forth below: Principal Maturity Interest Amount (May 1) Rate Section 203. Dating; Interest Accrual. Each 2018 Bond shall be dated 2018. Each 2018 Bond shall also bear its date of authentication. Each 2018 Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication: (i) is an Interest Payment Date to which interest on such 2018 Bond has been paid, in which event such 2018 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the 2018 Bonds, in which event such 2018 Bond shall bear interest from its dated date. Interest on the 2018 Bonds shall be due and payable on each May 1 and November 1, commencing November 1,2018,and shall be computed on the basis of a 360-day year of twelve 30-day months. Section 204. Denomination. The 2018 Bonds shall be issued in Authorized Denominations. 10 44101830;4 Section 205. Paying Agent. The District appoints the Trustee as Paying Agent for the 2018 Bonds. Section 206. Bond Registrar. The District appoints the Trustee as Bond Registrar for the 2018 Bonds. Section 207. Conditions Precedent to Issuance of 2018 Bonds. In addition to complying with the requirements set forth in Section 207 of the Master Indenture in connection with the issuance of the 2018 Bonds, all the 2018 Bonds shall be executed by the District for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the District or upon its order,but only upon the further receipt by the Trustee of: (a) An executed original of this Third Supplemental Indenture; (b) An opinion of counsel to the District substantially to the effect set forth in the bond purchase agreement for the 2018 Bonds and as required by the Master Indenture. (c) A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the 2018 Bonds,the District will not be in default in the performance of the terms and provisions of the Master Indenture or this Third Supplemental Indenture; (d) A fully executed copy of the Continuing Disclosure Agreement. (e) Certified copy of the 2018 Assessment Proceedings; (f) A customary Bond Counsel opinion; and (g) An Engineers'Certificate which sets forth the estimated Cost of the 2018 Project; Payment to the Trustee of the amounts set forth in Section 402 hereof shall constitute conclusive evidence upon which the Trustee may rely that the provisions of (a) through (g) above and the applicable provisions of the Master Indenture for authentication of the 2018 Bonds have been met, including in particular the opinion described in (b) above satisfies the requirements of the bond purchase agreement and the Master Indenture. Section 208. Continuing Disclosure. The District hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provisions of the Indenture, failure of the District to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may(and, at the request of any Participating Underwriter(as defined in Rule 15c2-12 of the Securities and Exchange Commission) or the Owners of at least 25% aggregate principal amount of Outstanding 2018 Bonds, and receipt of indemnity satisfactory to the Trustee) or any such Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under the Continuing Disclosure Agreement. 11 44101830;4 ARTICLE III REDEMPTION OF 2018 BONDS Section 301. 2018 Bonds Subject to Redemption and Purchase. The 2018 Bonds are subject to redemption prior to maturity as provided in the 2018 Bonds. 2018 Bonds may be purchased as provided in Section 506(b)of the Master Indenture. Notwithstanding any other provision hereof or the Master Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice. ARTICLE IV DEPOSIT OF 2018 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF FUNDS,ACCOUNTS,AND SUBACCOUNTS AND OPERATION THEREOF Section 401. Establishment of Funds, Accounts,and Subaccounts. (a) Within the Acquisition and Construction Fund there is hereby established a 2018 Acquisition and Construction Account and a 2018 Cost of Issuance Account; (b) There are hereby established within the Debt Service Fund held by the Trustee: (i) a 2018A-1 Sinking Fund Account and a 2018A-2 Sinking Fund Account, (ii) a 2018A-1 Interest Account and a 2018A-2 Interest Account; and (iii) a 2018 Redemption Account and therein a Prepayment Subaccount. (c) There is hereby established within the Reserve Fund held by the Trustee a 2018 Reserve Account; (d) There is hereby established within the Revenue Fund held by the Trustee a 2018 Revenue Account; and (c) There shall be hereby established within the Rebate Fund to be held by the Trustee a 2018 Rebate Account. Section 402. Use of 2018 Bond Proceeds and Other Legally Available Moneys. Following the Trustee's receipt of the items set forth in Section 207 hereof the net proceeds of sale of the 2018 Bonds, Bonds (face amount of 2018 Bonds less underwriter's discount of $ and plus/minus net original issue premium [discount] of$ ), together with $ of legally available District funds shall be delivered to the Trustee by the District and be applied as follows: (1) $ of 2018A-1 Bond proceeds and $ of 2018A-2 Bond proceeds, shall be deposited to the 2018 Reserve Account; 12 44101830;4 (2) $ of 2018A-1 Bond proceeds and$ of the 2018A-2 Bond proceeds shall be deposited to the credit of the 2018 Costs of Issuance Account; (3) $ of the proceeds of the 2018A-1 Bonds, together with $ previously held in the Series 2014 Reserve Account for the Refunded Bonds, and $ held in the Series 2014 Revenue Account for the Refunded Bonds shall be applied on the date of delivery of the 2018 Bonds to the retirement of all of the Refunded Bonds; and $ of proceeds of the 2018A-2 Bonds shall be applied on the date of delivery of the 2018 Bonds to the retirement of the 2015 Loan Agreement; and (4) $ of the proceeds of the 2018A-2 Bonds shall be deposited to the 2018 Acquisition and Construction Account. Any amounts held under the funds and accounts for the Refunded Bonds not applied as provided above and not applied in accordance with a written direction of the District to the Trustee dated the date of issuance of the 2018 Bonds on which the Trustee may conclusively rely, shall be deposited to the 2018 Revenue Account and applied as provided in Section 408 hereof. Section 403. 2018 Acquisition and Construction Account. (a) Amounts on deposit in the 2018 Acquisition and Construction shall be applied to pay the Costs of the 2018 Project under compliance with the requirements of the requisition provisions set forth in Section 503(b)of the Master Indenture. (b) Any balance remaining of the 2018 Acquisition and Construction Account after the Date of Completion and after retaining the amount, if any, of all remaining unpaid Costs of the 2018 Project set forth in the Engineers' Certificate establishing such Date of Completion, shall he transferred to and deposited in the Prepayment Subaccount in the 2018 Redemption Account and applied to the extraordinary mandatory redemption of the 201.8A-2 Bonds in the manner prescribed in the form of Series 2018A-2 Bond set forth as Exhibit A hereto. Section 404. 2018 Costs of Issuance Account. Amounts on deposit in the 2018 Costs of Issuance Account shall, at the written direction of an Authorized Officer to the Trustee,be used to pay the costs of issuance relating to the 2018 Bonds. Amounts on deposit in the 2018 Costs of Issuance Account one hundred and twenty (120) days from the date of initial delivery of the 2018 Bonds, which are not subject to a pending requisition shall be deposited to the 2018 Revenue Account. Section 405. 2018 Reserve Account. Amounts on deposit in the 2018 Reserve Account, except as provided elsewhere in this section shall be used only for the purpose of making payments into the 2018A-1 Interest Account, the 2018A-2 Interest Account, the 2018A-1 Sinking Fund Account and the 2018A-2 Sinking Fund Account to pay the 2018 Bonds, without distinction as to 2018 Bonds and without privilege or priority of one 2018 Bond over another, when due when the moneys on deposit in such Accounts and available therefor are insufficient. Such Account shall consist only of the cash and 2018 Investment Obligations. 13 44101830;4 The Trustee, on or before the forty-fifth day(or if such day is not a Business Day, on the Business Day next preceding such day) next preceding each Interest Payment Date, atter taking into account all payments and transfers made as of such date, shall compute the value of the 2018 Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit into such account as provided in this section. The Trustee as soon as practical after such computation shall transfer any surplus (including any surplus resulting from investment earnings) into the Prepayment Subaccount of the 2018 Redemption Account and applied to the extraordinary mandatory redemption of the 2018 Bonds as provided therein. On the earliest date on which there is on deposit in the 2018 Reserve Account sufficient amounts, and, taking into account other monies available therefor, to pay and redeem all of the Outstanding 2018 Bonds, together with accrued interest and redemption premium, if any, on such 2018 Bonds to the earliest date of redemption permitted therein and herein,then the Trustee shall transfer the amount on deposit in the 2018 Reserve Account into the Prepayment Subaccount to pay and redeem all of the Outstanding 2018 Bonds on the earliest date permitted for redemption therein and herein. Section 406. Application of Prepayment Principal. All Series 2018 Prepayment Principal shall upon receipt by the Trustee be deposited to the Prepayment Subaccount of the 2018 Redemption Account. At the time the District deposits Series 2018 Prepayment Principal with the Trustee it shall notify the Trustee in writing as to the amount of such Prepayment Principal. Amounts on deposit in the Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the 2018 Bonds as provided therein. Section 407, Tax Covenants and Rebate Accounts. The District shall comply with the Tax Regulatory Covenants (including deposits to and payments from the 2018 Rebate Account) included as part of the closing transcript for the 2018 Bonds, as amended and supplemented from time to time in accordance with their terms. Notwithstanding anything to the contrary contained in the Master Indenture, the District covenants with the holders of the 2018 Bonds that it shall comply with the requirements of the Internal Revenue Codc of 1986, as amended (the "Code") necessary to maintain the exclusion of interest on the 2018 Bonds from gross income for purposes of federal income taxation, including the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code, and, in particular, that it shall not make or direct the making of any investment or other use of proceeds of such 2018 Bonds(or amounts deemed to be proceeds under the Code)in any manner which would cause the interest on such 2018 Bonds to be or become subject to federal income taxation, nor shall it fail to do any act which is necessary to prevent such interest from becoming subject to federal income taxation. The District further covenants that neither the District nor any other person under its control or direction will make any investment or other use of the proceeds of the 2018 Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the 2018 Bonds to he "private activity bonds" as that term is defined in Section 141 of the Code(or any successor provision thereto), or "arbitrage bonds" as that term is defined in Section 148 of the Code (or any successor provision thereto) and that it will comply with such sections of the Code throughout the term of the 2018 Bonds. 14 44101830;4 Section 408. Establishment of 2018 Revenue Account in Revenue Fund; Application of Revenues and Investment Earnings. (a) The Trustee shall, except as provided in Section 406 above or otherwise provided herein, deposit the 2018 Pledged Revenues to the 2018 Revenue Account and any other amounts or payments specifically designated by the District pursuant to a written direction or by a Supplemental Indenture for said purpose. The 2018 Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. (b) On or before the forty-fifth day (or if such day is not a Business Day, on the Business Day next preceding such day) next preceding each Interest Payment Date, the Trustee shall determine the amount on deposit in the Prepayment Subaccount of the 2018 Redemption Account, and, if the balance therein is greater than zero, shall transfer,but only after determining that following such transfer sufficient moneys will remain in the 2018 Revenue Account to meet the obligations in (c) below on the immediately following May 1 or November 1, as applicable, from the 2018 Revenue Account, for deposit into the Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to the next integral multiple of$5,000, and, shall thereupon give notice and cause the extraordinary mandatory redemption of 2018 Bonds on the next succeeding Interest Payment Date in the maximum aggregate principal amount for which moneys are then on deposit in such Prepayment Subaccount in accordance with the provisions for extraordinary redemption of 2018 Bonds as set forth therein. (c) At least five (5) Business Days prior to each May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such date), the Trustee shall transfer from amounts on deposit in the 2018 Revenue Account to the Funds and Accounts designated below, the following amounts in the following order of priority (payments into the 2018A-1 Interest Account and 2018A-2 Interest Account shall be on parity and payments to the 2018A-1 Sinking Fund Account and the 2018A-2 Sinking Fund Account shall be on parity) and apply such amounts as provided below: FIRST, to the 2018A-1 Interest Account and the 2018A-2 Interest Account of the Debt Service Fund, an amount equal to the amount of interest payable on all 2018 Bonds then Outstanding on such May 1 or November 1, less any amount already on deposit in the 2018 Interest Account not previously credited; SECOND, on each May 1 beginning May 1, 2019 to the 2018A-1 Sinking Fund Account and the 2018A-2 Sinking Fund Account an amount equal to the principal amount of 2018A-1 Serial Bonds maturing on such May 1 or an amount equal to the Amortization Installments of 2018 Term Bonds due on such May 1, less any amount already on deposit in such Sinking Fund Account not previously credited; THIRD,to the 2018 Reserve Account,the amount, if any, which is necessary to make the amount on deposit therein equal to the 2018 Reserve Account Requirement; and FOURTH, the balance shall be retained in the 2018 Revenue Account. 15 44(01830;4 If these are not sufficient amounts on deposit in the 2018 Revenue Account to make all of the transfers required by First and/or Second above available amounts shall be applied on a pro rata basis based on the amounts scheduled to be deposited to the accounts for which there are insufficient funds to pay the scheduled amounts. (d) On any date required by the Tax Regulatory Covenants, the District shall give the Trustee written direction, and the Trustee shall, transfer from the 2018 Revenue Account to the 2018 Rebate Account established for the 2018 Bonds in the Rebate Fund in accordance with the direction of the District, the amount due and owing to the United States, which amount shall be paid, to the United States, when due, in accordance with such direction of the District. In giving such directions the District shall do so in accordance with the Tax Regulatory Covenants. To the extent insufficient moneys are on deposit in the 2018 Revenue Account to make the transfer provided for in the immediately preceding sentence the District shall deposit with the Trustee from available moneys of the District the amount of any such insufficiency. (e) Anything herein or in the Master Indenture to the contrary notwithstanding, amounts in all of the Funds and Accounts held as security for the 2018 Bonds shall be invested only in 2018 Investment Obligations, and earnings on investments in the 2018 Costs of Issuance Account, 2018 Interest Accounts, the 2018 Sinking Fund Accounts, the 2018 Revenue Account and the Prepayment Subaccount shall be deposited, as realized,to the credit of the 2018 Revenue Account and used for the purpose of such Account. Earnings on investments in the 2018 Reserve Account(to the extent there is a surplus in such 2018 Reserve Account) shall be applied as provided in the second paragraph of Sections 405 hereof and otherwise shall remain on deposit in the 2018 Reserve Account. ARTICLE V CONCERNING THE TRUSTEE Section 501. Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this Third Supplemental Indenture and agrees to perform such trusts upon the terms and conditions set forth in the Master Indenture. Section 502. Limitation of Trustee's Responsibility. The Trustee shall not be responsible in any manner for the due execution of this Third Supplemental Indenture by the District or for the recitals contained herein, all of which are made solely by the District. Section 503. Trustee's Duties. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlements inuring to the Trustee under the Master Indenture, including, particularly, Article VI thereof, all of which shall apply to the actions of the Trustee under this Third Supplemental Indenture. ARTICLE VI MISCELLANEOUS Section 601. Confirmation of Master Indenture. As supplemented by this Third Supplemental Indenture, the Master Indenture is in all respect ratified and confirmed, and this 16 44101830;4 Third Supplemental Indenture shall be read, taken and construed as a part of the Master Indenture so that all of the rights, remedies, terms, conditions, covenants and agreements of the Master Indenture, except insofar as modified herein, shall apply and remain in full force and effect with respect to this Third Supplemental Indenture and to the 2018 Bonds issued hereunder. To the extent of any conflicts between the terms and provisions of the Master Indenture and this Third Supplemental Indenture the terms and provisions hereof shall control. Section 602. Collection of Series 2018 Assessments. The Series 2018 Assessments shall be collected by the District through the Uniform Method. Such covenant does not preclude the District from using any other available method provided the Insurer consents. Section 603. Parity Bonds. Other than Refunding Bonds, the District covenants and agrees that so long as there are any 2018 Bonds Outstanding, it shall not cause or permit to be caused any other lien,charge or claim against the 2018 Trust Estate. Section 604. Brokerage Confirmations. The District acknowledges that to the extent the regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive individual confirmations of security transactions at no additional cost, as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the District periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder. Section 605. Payment Dates. In any case in which an Interest Payment Date or the maturity date of the 2018 Bonds or the date fixed for the redemption of any 2018 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 606. Patriot Act Requirement of 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 identified each person who opens an account. For a non-individual person such as business entity, a charity, a trust, or other legal entity, the Trustee will ask for documentation to verify such non-individual person's formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. 17 44101830;4 CommunityDevelopment District has caused IN WITNESS WHEREOF, Heritage Bay p these presents to be signed in its name and on its behalf by its Chairman, and its official seal to be hereunto affixed and attested by its Secretary, thereunto duly authorized, and to evidence its acceptance of the trusts hereby created, the Trustee has caused these presents to be signed in its name and on its behalf by its duly authorized officer. HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT [SEAL] By: Chairman, Board of Supervisors ATTEST: By: Secretary I l8 44101830;4 U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Vice President 19 44101830;4 EXHIBIT "A" Form of the 2018 Bonds See Attached II 44101830;4 No. 2018A-1R $ United States of America State of Florida HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE REFUNDING BOND, SERIES 2018A-1 Interest Maturity Dated Rate Date Date CUSIP May 1, Registered Owner: CEDE&CO. Principal Amount: MILLION HUNDRED THOUSAND AND NO/100 DOLLARS HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT, a community development district duly created and existing pursuant to Chapter 190, Florida Statutes (the "District"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the Registered Owner set forth above, or registered assigns, on the maturity date shown hereon, unless this 2018A-1 Bond shall have been called for redemption in whole or in part and payment of the Redemption Price (as defined in the Indenture mentioned hereinafter) shall have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for,or if no interest has been paid, from the Dated Date shown above,on May 1 and November 1 of each year(each,an Interest Payment Date), commencing on November 1,2018,until payment of said principal sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day(as defined in the Indenture hereinafter mentioned), then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date, but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter defined), be paid to the Registered Owner hereof at the close of business on the regular record date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture (hereinafter defined),the payment of interest and principal or Redemption Price shall be made by the Paying Agent (hereinafter defined) to such person, who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the Registered Owner of this 2018A-1 Bond. Any payment of principal, or Redemption Price shall be made in accordance with DTC practices as long as this 2018A-1 Bond is held in book entry form. Payment of interest shall be made by check or draft or by wire transfer to the Registered Owner set forth above if such owner requests payment by wire transfer in writing on or prior to the regular record date for the respective interest payment to such account as shall be specified in such request, but only if the Registered Owner set forth above A-1 44101830;4 owns not less than$1,000,000 in aggregate principal amount of the 2018A-1 Bonds or all of the then Outstanding 2018A-1 Bonds, as defined below. Interest on this 2018A-1 Bond will be computed on the basis of a 360-day year of twelve 30-day months. This 2018A-1 Bond is one of a duly authorized issue of bonds of the District designated Capital Improvement Revenue Refunding Bonds, Series 2018A-1 (the "2018A-1 Bonds") issuable under and governed by the terms of a Master Trust Indenture, dated as of November 1, 2005 (the "Master Indenture"), between the District and U.S. Bank National Association as successor to Wachovia Bank, National Association, as Trustee (the "Trustee"), as supplemented by a Third Supplemental Trust Indenture, dated as of April 1, 2018 (the "Supplemental Indenture"), between the District and the Trustee (the Master Indenture as supplemented by the Supplemental Indenture is hereafter referred to as the "Indenture"). The 2018A-1 Bonds are issued in an aggregate principal amount of$ , for the purposes of, together with the Districts Capital Improvement Revenue Bonds, Series 2018A-2 (the "2018A-2 Bonds" collectively with the 2018A-1 Bonds, the "2018 Bonds") and other legally available monies of the District; (i) refunding all of the District's Outstanding Capital Improvement Revenue Refunding Bonds, Series 2014; (ii) retiring all of the District's obligations under that certain Loan Agreement dated September 10, 2015 between the District and Valley National Bank; (iii) paying certain costs associated with the issuance of the 2018 Bonds; (iv) making a deposit into the 2018 Reserve Account and(v)paying Costs of the 2018 Project. NEITHER THIS 2018A-1 BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THIS 2018A-1 BOND AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE 2018 BONDS. DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE 2018 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2018 TRUST ESTATE, ALL AS PROVIDED HEREIN AND IN THE INDENTURE. All acts, conditions and things required by the Constitution and laws of the State of Florida, the Indenture and the resolutions of the District to happen, exist and be performed precedent to the issuance of this 2018A-1 Bond and the execution of the Indenture, have happened, exist and have been performed as so required. This 2018A-1 Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by the execution by the Registrar of the Certificate of Authentication endorsed hereon. IN WITNESS WHEREOF, Heritage Bay Community Development District has caused this 2018A-1 Bond to bear the signature of the Chairman of its Board of Supervisors and the A-2 44101830;4 official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary to the Board of Supervisors. HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT (SEAL) By: Chairman,Board of Supervisors ATTEST: By: Assistant Secretary A-3 44101830;4 CERTIFICATE OF AUTHENTICATION This 2018A-I Bond is one of the Bonds of the Series designated herein, described in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as Registrar By: Vice President Date of Authentication: A-4 44101830;4 This 2018A-1 Bond is issued under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, as amended, and other applicable provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on file at the designated office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of 2018 Bonds, the collection and disposition of revenues and the funds charged with and pledged to the payment of the principal, and Redemption Price of, and the interest on, the 2018 Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of Series 2018 Assessments (as defined in the Indenture), the terms and conditions under which the 2018 Bonds are or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Registered Owners of the 2018 Bonds, and, by the acceptance of this 2018A-1 Bond, the Registered and Beneficial Owners assent to all of the provisions of the Indenture. Terms not otherwise defined herein shall have the meaning ascribed to them in the Indenture. The 2018 Bonds are equally and ratably secured by the 2018 Trust Estate, without preference or priority of one 2018 Bond over another, except as otherwise provided in the Supplemental Indenture. The 2018A-1 Bonds are issuable only as registered bonds without coupons in current interest form in denominations of 55,000 or any integral multiple thereof (an "Authorized Denomination"). This 2018A-1 Bond is transferable by the Registered Owner hereof or his duly authorized attorney at the designated corporate trust office of the Trustee in Orlando, Florida as Bond Registrar(the "Bond Registrar"), upon surrender of this 2018A-1 Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature reasonably satisfactory to the Bond Registrar, subject to such reasonable regulations as the District or the Bond Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new 2018 Bond or 2018 Bonds, in the same aggregate principal amount as the 2018 Bond or 2018 Bonds transferred, will be issued to the transferee. At the corporate trust office of the Bond Registrar in Orlando, Florida,in the manner and subject to the limitations and conditions provided in the Indenture and without cost, except for any tax or other governmental charge, 2018 Bonds may be exchanged for an equal aggregate principal amount of 2018 Bonds of the same maturity, in Authorized Denominations and bearing interest at the same rate or rates. The District has established a book-entry system of registration for the 2018 Bonds. By acceptance of a confirmation of purchase, delivery or transfer, the Beneficial Owner of this 2018A-1 Bond shall be deemed to have agreed to such arrangement. Optional Redemption The 2018A-1 Bonds are subject to redemption at the option of the District prior to maturity, in whole or in part at any time on or after May 1, at the Redemption Price of 100% of the principal amount of the 2018A-1 Bonds to be redeemed together with accrued interest to the redemption date. A-5 44101830;4 Mandatory Redemption The 2018A-1 Bonds maturing on May 1, are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2018A-1 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium,plus accrued interest to the Redemption Date,on May 1 of the years and in the principal amounts set forth below. Year Principal Amount ___._...... *Maturity The 2018A-1 Bonds maturing on May 1, are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2018A-1 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of one hundred percent(100%)of the principal amount thereof,without premium,plus accrued interest to the Redemption Date,on May 1 of the years and in the principal amounts set forth below. Year Principal Amount *Maturity Upon redemption or purchase of a 2018A-I Bond (other than redemption in accordance with scheduled Amortization Installments), the District shall cause to be recalculated and delivered to the Trustee a revised schedule of Amortization Installments, provided by the District, recalculated so that Debt Service on the 2018 Bonds is amortized in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the 2018 Bonds. The annual principal amounts so determined are hereinafter referred to as the "Aggregate Amortization Installments." The Amortization Installments as so recalculated shall not result in an increase in the principal or Aggregate Amortization Installments in any one year. Extraordinary Mandatory Redemption The 2018A-1 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Interest Payment Date, and if in part A-6 44101830.4 by lot in the manner determined by the Bond Registrar and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, if and to the extent that moneys are transferred to the Prepayment Subaccount of the 2018 Redemption Account following the Prepayment of Series 2018 Assessments and when the amount on deposit in the 2018 Reserve Account,together with other moneys available therefor are sufficient to pay and redeem all the 2018 Bonds then Outstanding as provided in the Supplemental Indenture. The 2018A-1 Bonds are subject to redemption from amounts deposited into the Prepayment Subaccount on a pro rata basis with such redemption of 2018A-2 Bonds determined by the ratio of the principal amount of 2018A-1 Bonds and 2018A-2 Bonds Outstanding divided by the aggregate principal amount of all 2018 Bonds Outstanding and within each Series of 2018 Bonds on pro rata basis calculated by the District determined by the ratio of the Outstanding principal amount of each maturity of such Series of 2018 Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount Outstanding of such Series of 2018 Bonds. Except as otherwise provided in the Indenture, if less than all of the 2018 Bonds subject to redemption shall be called for redemption, the particular such 2018 Bonds or portions of such 2018 Bonds to be redeemed shall be selected by lot by the Registrar as provided in the Indenture. Notice of each redemption of 2018 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each Registered Owner of 2018 Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Bond Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the indenture, the 2018 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 2018 Bonds or such portions thereof on such date, interest on such 2018 Bonds or such portions thereof so called for redemption shall cease to accrue, such 2018 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 2018 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar 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. The Owner of this 2018A-1 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. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture,the principal of all the 2018 Bonds then Outstanding under the Indenture may become A-7 44101830;4 and may be declared due and payable before the state maturity thereof, with the interest accrued thereon. Modifications of 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 2018 Bond which remain unclaimed for two(2)years after the date when such 2018 Bond has become due and payable, either at its stated maturity date or by call for earlier redemption, if such moneys were held by the Trustee or any Paying Agent at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after the date when such 2018 Bond became due and payable, shall be paid to the District, and thereupon and thereafter no claimant shall have any rights against the Trustee or Paying Agent to or in respect of such moneys. If the District deposits or causes to be deposited with the Trustee funds or Federal Securities(as defined in the Indenture) sufficient to pay the principal or Redemption Price of any 2018 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 2018 Bonds as to the 2018 Trust Estate shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture. This 2018A-1 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, however, the 2018 Bonds may only be transferred as provided in the Indenture. This 2018A-1 Bond is issued with the intent that the laws of the State of Florida shall govern its construction. A-8 44101830;4 [FORM OF ABBREVIATIONS FOR 2018A-1 BONDS] The following abbreviations, when used in the inscription on the face of the within 2018A-1 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 tenant by the entireties JT TEN as joint tenants with the right of survivorship and not as tenants in common UNIFORM TRANS MIN ACT- Custodian under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. For value received, the undersigned hereby sells, assigns and transfers unto the within 2018A-1 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the said 2018A-1 Bond on the books of the District, with full power of substitution in the premises. Date: Social Security Number of Employer Identification Number of Transferee: Signature guaranteed: NOTICE: The assignor's signature to this Assignment must correspond with the name as it appears on the face of the within 2018 Bond in every particular without alteration or any change whatever. By: Authorized Signatory A-9 44101830;4 No. 2018A-2R $ United States of America State of Florida HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2018A-2 Interest Maturity Dated Rate Date Date CUSIP May 1, _ I Registered Owner: CEDE&CO. Principal Amount: MILLION HUNDRED THOUSAND AND NO/100 DOLLARS HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT, a community development district duly created and existing pursuant to Chapter 190, Florida Statutes (the "District"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the Registered Owner set forth above, or registered assigns, on the maturity date shown hereon, unless this 2018A-2 Bond shall have been called for redemption in whole or in part and payment of the Redemption Price (as defined in the Indenture mentioned hereinafter) shall have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for,or if no interest has been paid,from the Dated Date shown above,on May 1 and November 1 of each year(each, an Interest Payment Date), commencing on November 1,2018, until payment of said principal sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day(as defined in the Indenture hereinafter mentioned), then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date,but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter defined), be paid to the Registered Owner hereof at the close of business on the regular record date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture (hereinafter defined),the payment of interest and principal or Redemption Price shall be made by the Paying Agent (hereinafter defined) to such person, who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the Registered Owner of this 2018A-2 Bond. Any payment of principal, or Redemption Price shall be made in accordance with DTC practices as long as this 2018A-2 Bond is held in book entry form. Payment of interest shall be made by check or draft or by wire transfer to the Registered Owner set forth above if such owner requests payment by wire transfer in writing on or prior to the regular record date for the respective interest payment to such account as shall be specified in such request, but only if the Registered Owner set forth above A-10 44101830;4 owns not less than$1,000,000 in aggregate principal amount of the 2018A-2 Bonds or all of the then Outstanding 2018A-2 Bonds, as defined below. Interest on this 2018A-2 Bond will be computed on the basis of a 360-day year of twelve 30-day months. This 2018A-2 Bond is one of a duly authorized issue of bonds of the District designated Capital Improvement Revenue Refunding Bonds, Series 2018A-2 (the "2018A-2 Bonds") issuable under and governed by the terms of a Master Trust Indenture, dated as of November 1, 2005 (the "Master Indenture"), between the District and U.S. Bank National Association as successor to Wachovia Bank, National Association, as Trustee (the "Trustee"), as supplemented by a Third Supplemental Trust Indenture, dated as of April 1, 2018 (the "Supplemental Indenture"), between the District and the Trustee (the Master Indenture as supplemented by the Supplemental Indenture is hereafter referred to as the "Indenture"). The 2018A-2 Bonds are issued in an aggregate principal amount of$ , for the purposes of, together with the Districts Capital Improvement Revenue Refunding Bonds, Series 2018A-1 (the "2018A-1 Bonds" collectively with the 2018A-2 Bonds, the "2018 Bonds") and other legally available monies of the District; (i) refunding all of the District's Outstanding Capital Improvement Revenue Refunding Bonds, Series 2014; (ii) retiring all of the District's obligations under that certain Loan Agreement dated September 10, 2015 between the District and Valley National Bank; (iii) paying certain costs associated with the issuance of the 2018 Bonds; (iv) making a deposit into the 2018 Reserve Account and(v)paying Costs of the 2018 Project. NEITHER THIS 2018A-2 BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THIS 2018A-2 BOND AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE 2018 BONDS. DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE 2018 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2018 TRUST ESTATE, ALL AS PROVIDED HEREIN AND IN THE INDENTURE. All acts, conditions and things required by the Constitution and laws of the State of Florida, the Indenture and the resolutions of the District to happen, exist and be performed precedent to the issuance of this 2018A-2 Bond and the execution of the Indenture, have happened, exist and have been performed as so required. This 2018A-2 Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by the execution by the Registrar of the Certificate of Authentication endorsed hereon. IN WITNESS WHEREOF, Heritage Bay Community Development District has caused this 2018A-2 Bond to bear the signature of the Chairman of its Board of Supervisors and the A-11 44101830:4 official seal of the District to be impressed or imprinted hereon and attested by the signature of an Secretary to the Board of Supervisors. HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT (SEAL) By: Chairman,Board of Supervisors ATTEST: By: Secretary A-12 44101830;4 CERTIFICATE OF AUTHENTICATION This 2018A-2 Bond is one of the Bonds of the Series designated herein, described in the within-mentioned Indenture. U.S.BANK NATIONAL ASSOCIATION,as Registrar By: Vice President Date of Authentication: A-13 44101830;4 This 2018A-2 Bond is issued under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, as amended, and other applicable provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on file at the designated office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of 2018 Bonds, the collection and disposition of revenues and the funds charged with and pledged to the payment of the principal, and Redemption Price of, and the interest on, the 2018 Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of Series 2018 Assessments (as defined in the Indenture), the terms and conditions under which the 2018 Bonds are or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Registered Owners of the 2018 Bonds, and, by the acceptance of this 2018A-2 Bond, the Registered and Beneficial Owners assent to all of the provisions of the Indenture. Terms not otherwise defined herein shall have the meaning ascribed to them in the Indenture. The 2018 Bonds are equally and ratably secured by the 2018 Trust Estate, without preference or priority of one 2018 Bond over another, except as otherwise provided in the Supplemental Indenture. The 2018A-2 Bonds are issuable only as registered bonds without coupons in current interest form in denominations of $5,000 or any integral multiple thereof (an "Authorized Denomination"). This 2018A-2 Bond is transferable by the Registered Owner hereof or his duly authorized attorney at the designated corporate trust office of the Trustee in Orlando, Florida as Bond Registrar(the "Bond Registrar"), upon surrender of this 2018A-2 Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature reasonably satisfactory to the Bond Registrar, subject to such reasonable regulations as the District or the Bond Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new 2018 Bond or 2018 Bonds, in the same aggregate principal amount as the 2018 Bond or 2018 Bonds transferred, will be issued to the transferee. At the corporate trust office of the Bond Registrar in Orlando, Florida,in the manner and subject to the limitations and conditions provided in the Indenture and without cost, except for any tax or other governmental charge, 2018 Bonds may be exchanged for an equal aggregate principal amount of 2018 Bonds of the same maturity, in Authorized Denominations and bearing interest at the same rate or rates. The District has established a book-entry system of registration for the 2018 Bonds. By acceptance of a confirmation of purchase, delivery or transfer, the Beneficial Owner of this 2018A-2 Bond shall be deemed to have agreed to such arrangement. [Optional Redemption The 2018A-2 Bonds are subject to redemption at the option of the District prior to maturity, in whole or in part at any time on or after May 1, at the Redemption Price of 100% of the principal amount of the 2018A-2 Bonds to be redeemed together with accrued interest to the redemption date.] A-14 44101830;4 Mandatory Redemption The 2018A-2 Bonds are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2018A-2 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Redemption Date, on May 1 of the years and in the principal amounts set forth below. Year Principal Amount *Maturity Upon redemption or purchase of a 2018A-2 Bond (other than redemption in accordance with scheduled Amortization Installments), the District shall cause to be recalculated and delivered to the Trustee a revised schedule of Amortization Installments, provided by the District, recalculated so that Debt Service on the 2018 Bonds is amortized in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the 2018 Bonds. The annual principal amounts so determined are hereinafter referred to as the "Aggregate Amortization Installments." The Amortization Installments as so recalculated shall not result in an increase in the principal or Aggregate Amortization Installments in any one year. Extraordinary Mandatory Redemption The 2018A-2 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Interest Payment Date, and if in part by lot in the manner determined by the Bond Registrar and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, if and to the extent that moneys are transferred to the Prepayment Subaccount of the 2018 Redemption Account following the Prepayment of Series 2018 Assessments when the amount on deposit in the 2018 Reserve Account, together with other moneys available therefor are sufficient to pay and redeem all the 2018 Bonds then Outstanding as provided in the Supplemental Indenture and from excess amount on deposit in the 2018 Acquisition and Construction Account as provided in Section 403(b) of the Supplemental Indenture. The 2018A-2 Bonds are subject to redemption from amounts deposited into the Prepayment Subaccount on a pro rata basis with such redemption of 2018A-1 Bonds determined by the ratio of the principal amount of 2018A-2 Bonds and 2018A-1 Bonds Outstanding divided by the aggregate principal amount of all 2018 Bonds Outstanding and within each Series of 2018 Bonds on pro rata basis calculated by the District determined by the ratio of the Outstanding principal amount of each maturity of such Series of 2018 Bonds treating for such purposes each A-15 44101830;4 Amortization Installment as a maturity divided by the aggregate principal amount Outstanding of such Series of 2018 Bonds. Except as otherwise provided in the Indenture, if less than all of the 2018 Bonds subject to redemption shall be called for redemption, the particular such 2018 Bonds or portions of such 2018 Bonds to be redeemed shall be selected by lot by the Registrar as provided in the Indenture. Notice of each redemption of 2018 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each Registered Owner of 2018 Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Bond Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Indenture, the 2018 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 2018 Bonds or such portions thereof on such date, interest on such 2018 Bonds or such portions thereof so called for redemption shall cease to accrue,such 2018 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 2018 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar 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. The Owner of this 2018A-2 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. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the 2018 Bonds then Outstanding under the Indenture may become and may be declared due and payable before the state maturity thereof, with the interest accrued thereon. Modifications of 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 2018 Bond which remain unclaimed for two(2)years after the date when such 2018 Bond has become due and payable, either at its stated maturity date or by call for earlier redemption, if such moneys were held by the Trustee or any Paying Agent at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after the date when such 2018 Bond became due and payable, shall be paid to the District, and thereupon and thereafter no claimant shall have any rights against the Trustee or Paying Agent to or in respect of such moneys. A-16 44101830;4 If the District deposits or causes to be deposited with the Trustee funds or Federal Securities(as defined in the Indenture)sufficient to pay the principal or Redemption Price of any 2018 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 2018 Bonds as to the 2018 Trust Estate shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture. This 2018A-2 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, however, the 2018 Bonds may only be transferred as provided in the Indenture. This 2018A-2 Bond is issued with the intent that the laws of the State of Florida shall govern its construction. A-17 44101830;4 [FORM OF ABBREVIATIONS FOR 2018A-2 BONDS] The following abbreviations, when used in the inscription on the face of the within 2018A-2 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 tenant by the entireties JT TEN as joint tenants with the right of survivorship and not as tenants in common UNIFORM TRANS MIN ACT- Custodian under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. For value received, the undersigned hereby sells, assigns and transfers unto the within 2018A-2 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the said 2018A-2 Bond on the books of the District, with full power of substitution in the premises. Date: Social Security Number of Employer Identification Number of Transferee: Signature guaranteed: NOTICE: The assignor's signature to this Assignment must correspond with the name as it appears on the face of the within 2018 Bond in every particular without alteration or any change whatever. By: Authorized Signatory A-18 44101830;4 HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT (Collier County,Florida) $ $ Capital Improvement Revenue Capital Improvement Revenue Bonds, Refunding Bonds,Series 2018A-1 Series 2018A-2 2018 BOND PURCHASE AGREEMENT Heritage Bay Community Development District Naples,Florida Ladies and Gentlemen: Raymond James & Associates, Inc. (the "Underwriter") offers to enter into this Bond Purchase Agreement with the Heritage Bay Community Development District (the "District"or the "Issuer"). This offer is made subject to written acceptance hereof by the Issuer at or before 11:59 p.m., New York time, on the date hereof. If not so accepted, this offer will be subject to withdrawal by the Underwriter upon written notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. Capitalized terms that are not defined herein shall have the meaning ascribed to such term in the Official Statement or the Indenture, as applicable,each as defined herein. 1. Purchase and Sale. Upon the terms and conditions and in reliance on the representations, warranties, covenants and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the Issuer's $ aggregate principal amount Capital Improvement Revenue Refunding Bonds, Series 2018A-1 (the "2018A-1 Bonds") and its $ aggregate principal amount Capital Improvement Revenue Bonds, Series 2018A-2(the "2018A-2 Bonds," and, together with the 2018A-1 Bonds, the 'Bonds"). The 2018 Bonds shall be dated as of the date of their delivery and shall be payable on the dates and principal amounts, bear such rates of interest and be subject to redemption, all as set forth in Exhibit A attached hereto. Interest on the 2018 Bonds is payable semi-annually on May 1 and November 1 each year, commencing November 1, 2018. The aggregate purchase price for the 2018 Bonds shall be $ (representing (i) the aggregate principal amount of the 2018A-1 Bonds of$ , [minus a net original issue discount of$ and]less an Underwriter's discount of$ and(ii)the aggregate principal amount of the 2018A-2 Bonds of $ , [minus an original issue discount of $ ]and less an Underwriter's discount of$ ). The disclosure statement required by Section 218.385,Florida Statutes,is attached hereto as Exhibit B. The 2018 Bonds are authorized and issued 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"), and by Ordinance No. 05-24 of the Board of County Commissioners of Collier County, Florida, enacted on May 24, 2005, effective June 17, 2005. The District was established for the purposes,among other things,of financing and managing the planning,acquisition,construction, maintenance and operation of the public infrastructure necessary for community development within its jurisdiction and related financing. The 2018 Bonds are being issued pursuant to the Act and a Master Trust Indenture, dated as of November 1, 2005 (the "Master Indenture"),between the District and U.S. Bank National Association,as successor in trust to Wachovia Bank,National Association, as trustee (the "Trustee"), as supplemented and amended, and as particularly supplemented and amended by a Third Supplemental Trust Indenture dated as of April 1,2018, (the "Third Supplement" and, together with the Master Indenture, the "Indenture"), and Resolution No. 2018-_ adopted by the District on March , 2018 (the "Bond Resolution"), authorizing the issuance of the 2018 Bonds and resolutions relating to the imposition, levy and collection of the Series 2018 Assessments (as defined in the Indenture) (collectively, the "Assessment Resolutions"). The Issuer has also entered into,or will enter into at or prior to Closing:(a) a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with Inframark Management Services, as Dissemination Agent; and (b) this Bond Purchase Agreement. For purposes hereof, this Bond Purchase Agreement, the Indenture and the Continuing Disclosure Agreement are referred to herein collectively as the"Financing Documents." The 2018A-1 Bonds are being issued for the purpose of, together with other legally available moneys of the District: (i) currently refunding all of its Capital Improvement Revenue Refunding Bonds, Series 2014 (the "2014 Bonds"); (ii)paying certain costs associated with the issuance of the 2018A-1 Bonds, including the premium for an insurance policy (the "Bond Insurance Policy") issued by Assured Guaranty Municipal Corp. (the "Insurer") regarding the 2018A-1 Bonds maturing and the 2018A-2 Bonds maturing (the "Insured Bonds"); (iii) paying a portion of the interest first coming due on the 2018A-1 Bonds; and (iv) paying a portion of the premium for the Reserve Policy issued by the Insurer (the "Reserve Policy")to be deposited to the Series 2018 Reserve Account,which shall be held for the benefit of all of the Series 2018 Bonds. The 2018A-2 Bonds are being issued for the purpose of, together with other legally available moneys of the District: (i) financing the cost of constructing certain stormwater management and related improvements, as further described herein (the "2018 Project"); (ii)paying in full the District's obligations under that certain Loan Agreement dated as of September 10,2015,between the District and Valley National Bank,as successor to CNLBank(the "2015 Loan Agreement"); (iii) paying certain costs associated with the issuance of the 2018A-2 2 Bonds,including the premium for the Bond Insurance Policy;(iv)paying a portion of the interest first coming due on the 2018A-2 Bonds;and(v)paying a portion of the premium for the Reserve Policy. The Series 2018 Bonds are payable from and secured solely by the 2018 Trust Estate. The 2018 Trust Estate consists of(i)Series 2018 Pledged Revenues,being all revenues derived by the District from the Series 2018 Assessments levied by the District which correspond to the debt service on the Series 2018 Bonds and (ii)the Series 2018 Pledged Funds, being all of the Funds and Accounts held under the Indenture. 2. Delivery of Official Statement and Other Documents. (a)Prior to the date hereof, the Issuer provided to the Underwriter for its review the Preliminary Official Statement dated March 2018(the"Preliminary Official Statement"),that the Issuer deemed final as of its date, except for certain permitted omissions(the"permitted omissions"),as contemplated by Rule 15c2- 12 of the Securities and Exchange Commission (the "Rule")in connection with the pricing of the 2018 Bonds. The Issuer hereby confirms that the Preliminary Official Statement was deemed final as of its date,except for the permitted omissions. (b) The Issuer shall deliver,or cause to be delivered,at its expense,to the Underwriter, within seven (7) business days after the date hereof, or use good faith to deliver within such shorter period as may be requested by the Underwriter and at least one(1)business day prior to the date of Closing,or within such other period as the Underwriter may inform the Issuer which is necessary for the Underwriter to comply with regulations of the Municipal Securities Rulemaking Board ("MSRB") in order to accompany any confirmation that requests payment from any customer(i)sufficient copies of the final Official Statement(the"Official Statement")to enable the Underwriter to fulfill its obligations pursuant to the securities laws of Florida and the United States,in form and substance satisfactory to the Underwriter,and(ii)an executed original counterpart or certified copy of the Official Statement and the Indenture. In determining whether the number of copies to be delivered by the Issuer are reasonably necessary, at a minimum, the number shall be determined by the Underwriter and conveyed to the Issuer as shall be sufficient to enable the Underwriter to comply with the requirements of the Rule,all applicable rules of the MSRB, and to fulfill its duties and responsibilities under Florida and federal securities laws generally. The Underwriter agrees to file the Official Statement in accordance with applicable MSRB ru les. The Issuer authorizes, or ratifies as the case may be, the use and distribution of the Preliminary Official Statement and the Official Statement in connection with the public offering and sale of the 2018 Bonds. The Underwriter agrees that it will not confirm the sale of any Bonds unless the confirmation of sale requesting payment is accompanied or preceded by the delivery of a copy of the Official Statement. 3 (c) From the date hereof until the earlier of (i) ninety days from the "end of the underwriting period" (as defined in the Rule), or (ii) the time when the Official Statement is available to any person from the MSRB (but in no case less than twenty-five (25)days following the end of the underwriting period), if the Issuer has knowledge of the occurrence of any event which may make it necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,the Issuer shall notify the Underwriter and if,in the reasonable opinion of the Issuer or the reasonable opinion of the Underwriter,such event requires the preparation and publication of an amendment or supplement to the Official Statement,the Issuer, at its expense(unless such event was caused by the Underwriter), shall promptly prepare an appropriate amendment or supplement thereto (and file, or cause to be filed, the same with the MSRB, and mail such amendment or supplement to each record owner of Bonds)so that the statements in the Official Statement as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading, in a form and in a manner reasonably approved by the Underwriter. The Issuer will promptly notify the Underwriter of the occurrence of any event of which it has knowledge, which, in its opinion, is an event described in the preceding sentence. The amendments or supplements that may be authorized for use with respect to the 2018 Bonds are hereinafter included within the term"Official Statement." 3. Authority of the Underwriter. The Underwriter is duly authorized to execute this Bond Purchase Agreement and to perform its obligations hereunder. The Underwriter hereby represents that neither it nor any "person" or "affiliate" has been on the "convicted vendor list" during the past thirty-six (36) months, as all such terms are defined in Section 287.133, Florida Statutes,as amended. 4. Offering and Sale of Bonds. The Underwriter agrees to make a bona fide offering to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) of all of the 2018 Bonds at not in excess of the initial public offering price or prices(or below the yield or yields)set forth in Exhibit A hereto;provided, however, that the Underwriter may (i) offer and sell the 2018 Bonds to certain bond houses, brokers or to similar persons or organizations acting in the capacity of underwriters or wholesalers at prices lower than the public offering prices set forth in Exhibit A hereto, and (ii) change such initial offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the 2018 Bonds. The Issuer hereby authorizes the Underwriter to use the Official Statement in connection with the public offering and sale of the 2018 Bonds and ratifies and confirms the distribution and use by the Underwriter prior to the date hereof of the Preliminary Official Staten-tent in connection with such public offering and sale. 5. Issuer Representations, Warranties, Covenants and Agreements. The Issuer represents and warrants to and covenants and agrees with the Underwriter that, except as otherwise stated,as of the date hereof and as of the date of the Closing(hereinafter defined): 4 (a) The District is a local unit of special purpose government, duly organized and established and validly existing under the Act and the Constitution and laws of the State of Florida,with full legal right,power and authority(1) to impose, levy and collect the Series 2018 Assessments in the manner described in the Official Statement;(2)to issue the 2018 Bonds for the purposes for which they are to be issued, as described in the Official Statement, (3)to secure the 2018 Bonds as provided by the Indenture, (4) to enter into the Financing Documents and (5) to carry out and consummate all of the transactions contemplated by the Financing Documents. (b) The District has complied with the Bond Resolution and the Assessment Resolutions, the Act, and the Constitution and laws of the State of Florida in all matters relating to the Financing Documents and the imposition, levy and collection of the Series 2018 Assessments. (c) The District has duly authorized and approved (1)the execution and delivery,or adoption, as the case may be, and performance of the Financing Documents, the Series 2018 Assessments and the 2018 Bonds, (2) the use and distribution of the Preliminary Official Statement and the execution,delivery and distribution of the Official Statement,and(3)the taking of any and all such action as may be required on the part of the District to carry out,give effect to and consummate the transactions contemplated by the Financing Documents, the 2018 Bonds, the Series 2018 Assessments and the Official Statement. (d) Each of the Financing Documents constitutes a legally valid and binding obligation of the District enforceable in accordance with its terms, and,upon due authorization, execution and delivery hereof and thereof by the parties thereto, will constitute the legal, valid and binding obligation of the District enforceable in accordance with its terms. (e) When delivered to and paid for by the Underwriter at the Closing (hereinafter defined)in accordance with the provisions of this Bond Purchase Agreement,the 2018 Bonds will have been duly authorized, executed, authenticated, issued and delivered and will constitute legal,valid and binding special obligations of the District, conforming to the Act,and entitled to the benefit and security of the Indenture. (f) Upon the execution, authentication, issuance and delivery of the 2018 Bonds as aforesaid, the Indenture will provide, for the benefit of the holders from time to time of the 2018 Bonds,a legally valid and binding pledge of and a security interest in and to the 2018 Trust Estate pledged to the 2018 Bonds, subject only to the provisions of the Indenture permitting the application of such 2018 Trust Estate for the purposes and on the terms and conditions set forth in the Indenture. (g) Other than any approvals that might be required under the securities laws of any state, no approval, permit, consent or authorization of, or registration or filing with, any governmental or public agency or authority or any other entity not already obtained or made,or to be made simultaneously with the issuance of the 2018 Bonds,is required to be obtained by the District in connection with the issuance and sale of the 2018 Bonds,or the execution and delivery 5 by the District of,or the due performance of its obligations under,the Financing Documents and the 2018 Bonds, and any such approvals, permits, consents or authorizations so obtained are in full force and effect. (h) Other than as may be disclosed in the Official Statement, the District is not in breach of or in default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States, the Financing Documents, the 2018 Bonds or any applicable judgment or decree or any other loan agreement, indenture, bond, note, resolution,agreement or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject,that could have a materially adverse effect on the business or operations of the District,and no event of default by the District has occurred and is continuing under any such instrument. (i) The execution and delivery by the District of the Financing Documents, the 2018 Bonds and any other instrument to which the District is a party and which is used or contemplated for use in conjunction with the transactions contemplated by the Financing Documents,the 2018 Bonds,or the Official Statement,and the compliance with the provisions of each such instrument and the consummation of any transactions contemplated hereby and thereby,will not conflict with or constitute a breach of,or default under any indenture,contract, agreement,or other instrument to which the District is a party or by which it is bound, or to the best of its knowledge under any provision of the Constitution of the State of Florida or any existing law, rule,regulation,ordinance,judgment, order or decree to which the District(or any of its supervisors or officers in their respective capacities as such)or its properties is subject. (j) Except as disclosed in the Official Statement,on the date hereof, there is no action, suit, hearing, inquiry or investigation, at law or in equity,before or by any court,public board, agency or body,pending or,to the best knowledge of the District,threatened against or affecting the District or any of its supervisors in their respective capacities as such,in which an unfavorable decision, ruling or finding would, in any material way, adversely affect (1) the transactions contemplated by the Financing Documents, the 2018 Bonds or the proceedings relating to the Series 2018 Assessments, (2) the organization, existence or powers of the District or any of its supervisors or officers in their respective capacities as such, (3)the business,properties or assets or the condition,financial or otherwise,of the District,(4)the validity or enforceability of the 2018 Bonds, the Financing Documents, the Series 2018 Assessments, or any other agreement or instrument to which the District is a party and which is used or contemplated for use in the transactions contemplated hereby or by the Indenture, (5) the exclusion from gross income for federal income tax purposes of the interest on the 2018 Bonds,(6)the exemption under the Act of the 2018 Bonds and the interest thereon from taxation imposed by the State of Florida, (7) the legality of investment in the 2018 Bonds for certain investors as provided in the Act, (8) the issuance,sale or delivery of the 2018 Bonds,or(9)the pledge of the Series 2018 Assessments under the Indenture to pay the principal or premium,if any,or interest on the 2018 Bonds. (k) Except as otherwise may be disclosed in the Official Statement,the District has not issued, assumed or guaranteed any indebtedness, incurred any material liabilities, direct or 6 contingent, or entered into any contract or arrangement of any kind payable from or secured by a pledge of the 2018 Trust Estate pledged to the 2018 Bonds with a lien thereon prior to or on a parity with the lien of the 2018 Bonds. (1) Between the date of this Bond Purchase Agreement and the date of the Closing, the District will not, without the prior written consent of the Underwriter, incur any material liabilities, direct or contingent, nor will there be any adverse change of a material nature in the financial position,results of operations or condition, financial or otherwise, of the District,other than(1)as contemplated by the Official Statement,or(2) in the ordinary course of business. (m) Any certificates signed by any official of the District authorized to do so shall be deemed a representation and warranty by the District to the Underwriter as to the statements made therein. (n) No representation or warranty by the District in this Bond Purchase Agreement nor any statement,certificate,document or exhibit furnished to or to be furnished by the District pursuant to this Bond Purchase Agreement or the Official Statement or in connection with the transactions contemplated hereby contains or will contain on the date of Closing any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements contained therein,in the light of the circumstances under which they were made,not misleading, provided, however, that no representation is made with respect to information concerning The Depository Trust Company or the Underwriter. (o) Except as may be disclosed in the Official Statement, the District is not in default and has not been in default at any time after December 31, 1975 as to principal or interest with respect to any obligations issued or guaranteed by the District. (p) Other than as disclosed in the Preliminary Official Statement and the Official Statement, the District has not in the past five years failed to comply with any agreement to provide continuing disclosure information pursuant to the Rule. (q) The District has the authority to undertake the 2018 Project. 6. The Closing. At 12:00 noon,New York time,on April ,2018,or at such earlier or later time or date to which the Issuer and the Underwriter may mutually agree,the Issuer will, subject to the terms and conditions hereof,deliver the 2018 Bonds to the Underwriter in full book- entry form,duly executed,together with the other documents hereinafter mentioned,and,subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the aggregate purchase price of the 2018 Bonds as set forth in Paragraph 1 hereof(such delivery of and payment for the 2018 Bonds is herein called the "Closing"). The Issuer shall cause CUSIP identification numbers to be printed on the 2018 Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the 2018 Bonds in accordance with the terms of this Bond Purchase Agreement. The Closing shall occur at the offices of the Issuer, or such other place to which the Issuer and the Underwriter shall have mutually agreed. The 7 2018 Bonds shall be prepared and delivered as fully registered bonds in such authorized denominations and registered in full book-entry form in the name of Cede&Co., as nominee of The Depository Trust Company, New York, New York ("DTC") and shall be delivered to DTC during the business day prior to the Closing for purposes of inspection,unless the DTC"F.A.S.T." procedure is used which requires the Registrar to retain possession of the 2018 Bonds. 7. Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations, warranties and agreements of the District contained herein and contained in the documents and instruments delivered at the Closing, and upon the performance by the District of its obligations hereunder, as of the date of the Closing. Accordingly, the Underwriter's obligations under this Bond Purchase Agreement to cause the purchase, acceptance of delivery and payment for the 2018 Bonds shall be subject to the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions: (a) The representations and warranties of the District contained herein shall be true, complete and correct on and as of the date of the Closing, the statements made in all certificates and other documents delivered to the Underwriter at the Closing shall be true, complete and correct as of the date of Closing, and the District shall be in compliance with each of the agreements made by it in this Bond Purchase Agreement and the Indenture as of the date of Closing; (b) At the Closing,(1)the Financing Documents and the Series 2018 Assessments shall be in full force and effect and shall not have been amended,modified or supplemented,except as may have been agreed to in writing by the Underwriter, and the District shall have adopted and there shall be in full force and effect such additional agreements therewith and in connection with the issuance of the 2018 Bonds all such action as in the reasonable opinion of Bond Counsel,shall be necessary in connection with the transactions contemplated hereby, (2)the Official Statement shall not have been amended, modified or supplemented,except as may have been agreed to in writing by the Underwriter, (3) there shall not have occurred any event that causes the Official Statement or any amendment or supplement thereto to contain an untrue or misleading statement of fact that in the opinion of the Underwriter is material or omits to state a fact that in the opinion of the Underwriter is material and necessary to make the statements therein, in light of the circumstances under which they were made,not misleading,(4)the District shall perform or shall have performed all of its obligations under or specified in the Financing Documents to be performed at or prior to the Closing, and (5) the 2018 Bonds shall have been duly authorized, executed,authenticated and delivered; (c) At or prior to the Closing, the Underwriter shall have received executed or certified copies of the following documents: (1) Certificates,dated the date of Closing regarding the Official Statement and no default; 8 (2) The Bond Resolution,certified by authorized officers of the District under its seal as a true and correct copy and as having been adopted with only such amendments, modifications or supplements as may have been approved by the Underwriter; (3) The Indenture and the proceedings relating to the levy of the Series 2018 Assessments,certified by authorized officers of the District as true and correct copies; (4) The Official Statement,executed on behalf of the District by the Chairman or Vice Chairman of its Board of Supervisors; (5) A certificate of the District, dated the date of Closing, signed on its behalf by the Chairman or Vice Chairman and a Secretary or Assistant Secretary of its Board of Supervisors,in substantially the form of Exhibit C hereto; (6) An opinion, dated the date of Closing,of Akerman LLP,Orlando,Florida, Bond Counsel,substantially in the form attached as an Appendix to the Official Statement; (7) A supplemental opinion,dated the date of Closing,of Bond Counsel to the effect that (i) the Underwriter may rely on the approving opinion of Bond Counsel as though such opinion were addressed to them; (ii) the 2018 Bonds are exempt securities within the meaning of Section 3(a)(2)of the Securities Act of 1933, as amended(the"1933 Act"),and Section 304(a)(4)of the Trust Indenture Act of 1939,as amended(the"1939 Act") and it is not necessary in connection with the sale of the 2018 Bonds to the public to register the 2018 Bonds under the 1933 Act, or to qualify the Indenture under the 1939 Act; and (iii)Bond Counsel has reviewed the statements contained in the Official Statement under the sections captioned "DESCRIPTION OF THE SERIES 2018 BONDS" (other than the portion thereof captioned "Book-Entry Only System" and other than any information therein relating to DTC or the book-entry system, as to which no opinion is expressed) "PLAN OF REFUNDING" and "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2018 BONDS" and are of the opinion that insofar as such statements purport to summarize certain provisions of the 2018 Bonds and the Indenture,that such statements fairly represent the documents purported to be summarized therein and that Bond Counsel has also reviewed the statements contained in the Official Statement under the section captioned "TAX MATTERS" and are of the opinion that insofar as such section purports to summarize the provisions of the Internal Revenue Code of 1986,as amended, and applicable laws of the State of Florida, such statements are correct as to matters of law; (8) An opinion, dated the date of Closing, of Coleman Yovanovich Koester, P.A.,Naples,Florida,District Counsel,in substantially the form of Exhibit D hereto; (9) An opinion,dated the date of Closing,of Bryant Miller Olive P.A.,Orlando, Florida, Underwriter's Counsel ("Underwriter's Counsel"), in form and substance satisfactory to the Underwriter; 9 (10) A certificate, dated the date of Closing, of the authorized officers of the District to the effect that,on the basis of the facts,estimates and circumstances in effect on the date of Closing,it is not expected that the proceeds of the 2018 Bonds will be used in a manner that would cause the 2018 Bonds to be"arbitrage bonds"within the meaning of Section 148 of Internal Revenue Code of 1986,as amended; (11) Specimen Bonds; (12) Executed Financing Documents; (13) Evidence that the rating agency rating the 2018A-1 Bonds has issued ratings of not lower than the insured and underlying ratings on the 2018A-1 Bonds which are published in the final Official Statement and that such ratings are in full force and effect as of the date of Closing; (14) A copy of the executed Letter of Representations between the District and The Depository Trust Company,New York,New York; (15) A copy of the Assessment Allocation Report for the Series 2018 Bonds dated January 19, 2018, prepared by Inframark Management Services and a certificate from such firm in substantially the form attached as Exhibit E hereto; (16) An opinion, dated the date of the Closing of Holland & Knight, LLP as counsel to the Trustee,substantially to the effect that such trust company or commercial bank is a duly organized trust company or commercial bank with necessary powers to serve as trustee under the Indenture and has duly and with legal authority executed and delivered the Indenture and that the Indenture is binding and enforceable against the Trustee,all in form and substance satisfactory to the Underwriter; (17) A certificate executed by the District Manager that all resolutions required to be published by Florida law have been published in accordance with the requirements of Florida law; (18) An executed counterpart of the[describe settlement agreement regarding deferred costs and evidence of payment in full of settlement.] (19) A duly executed copy of the Bond Insurance Policy and the Reserve Policy; (20) An opinion of general counsel to the Insurer relating to the validity and enforceability of the Bond Insurance Policy and the Reserve Policy,and a certificate of an officer of the Insurer dated the date of Closing and addressed to the Underwriter, concerning the Insurer, the Bond Insurance Policy and the Reserve Policy, and the information relating to the Insurer, the Bond Insurance Policy and the Reserve Policy, contained in the Official Statement,in form and substance satisfactory to the Underwriter and Counsel for the Underwriter; • 10 (21) a copy of the Supplemental Engineer's Report dated January 19, 2018, prepared by CPH,Inc.and a certificate from such firm in substantially the form attached as Exhibit F hereto. (22) A certificate of the Issuer deeming the Preliminary Official Statement "final"as of its date for purposes of the Rule,except for"permitted omissions"; (23) A copy of the 2005 final judgment and certificate of no appeal in connection with the validation related to the 2018A-1 Bonds;and (24) Such additional legal opinions, certificates (including such certificates as may be required by regulations of the Internal Revenue Service in order to establish the tax exempt character of the 2018 Bonds,which certificates shall be satisfactory in form and substance to Bond Counsel), and other evidence as the Underwriter, Bond Counsel or Underwriter's Counsel may deem necessary to evidence the truth and accuracy as of the Closing of the representations and warranties of the District herein contained and of the information contained in the Official Statement and the due performance and satisfaction by the District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by it. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance as set forth herein or as described herein or as otherwise satisfactory to the Underwriter. Receipt of, and payment for, the 2018 Bonds shall constitute evidence of the satisfactory nature of such as to the Underwriter. The performance of any and all obligations of the District hereunder and the performance of any and all conditions herein for the benefit of the Underwriter may be waived by the Underwriter in its sole discretion. If the District shall be unable to satisfy the conditions to the obligations of the Underwriter to cause the purchase, acceptance of delivery and payment for the 2018 Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to cause the purchase, acceptance of delivery and payment of the 2018 Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement,this Bond Purchase Agreement shall terminate,and neither the Underwriter nor the District shall be under further obligation hereunder, but the respective obligations of the Underwriter and the District set forth in Section 9 hereof shall continue in full force and effect. 8. Termination. The Underwriter may terminate this Bond Purchase Agreement by written notice to the Issuer in the event that between the date hereof and the Closing: (a) the marketability of the 2018 Bonds or the market price thereof,in the reasonable opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation (other than any actions taken by either House of Congress on or prior to the date hereof)(i)enacted or adopted by the United States,(ii) 11 recommended to the Congress or otherwise endorsed for passage,by press release,other form of notice or otherwise,by the President of the United States,the Chair or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, the Treasury Department of the United States or the Internal Revenue Service, or (iii) favorably reported out of the appropriate Committee for passage to either House of the Congress by any full Committee of such House to which such legislation has been referred for consideration,or by any decision of any court of the United States or by any order, rule or regulation (final, temporary or proposed) on behalf of the Treasury Department of the United States, the Internal Revenue Service or any other authority or regulatory body of the United States,or by a release or announcement or communication issued or sent by the Treasury Department or the Internal Revenue Service of the United States,or any comparable legislative,judicial or administrative development affecting the federal tax status of the Issuer, its property or income, obligations of the general character of the 2018 Bonds, as contemplated hereby,or the interest thereon;or (b) any legislation,rule,or regulations shall be introduced in,or be enacted or adopted in the State of Florida, or a decision by any court of competent jurisdiction within the State of Florida shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market for the 2018 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the 2018 Bonds to be purchased by them;or (c) any amendment to the Official Statement is proposed by the Issuer or deemed necessary by Bond Counsel, or the Underwriter which, in the reasonable opinion of the Underwriter, materially adversely affects the market for the 2018 Bonds or the sale, at the contemplated offering prices,by the Underwriter of the 2018 Bonds to be purchased by them;or (d) there shall have occurred any outbreak or escalation of hostility,declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Underwriter, impractical or inadvisable to proceed with the offering or delivery of the 2018 Bonds as contemplated by the Official Statement(exclusive of any amendment or supplement thereto);or (e) legislation shall be enacted or adopted,or any action shall be taken by,or on behalf of,the Securities and Exchange Commission which,in the reasonable opinion of legal counsel to the Underwriter,has the effect of requiring the contemplated distribution of the 2018 Bonds to be registered under the Securities Act of 1933, as amended, or the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, or any laws analogous thereto relating to governmental bodies, and compliance therewith cannot be accomplished prior to the Closing;or (f) legislation shall be introduced by amendment or otherwise in or be enacted by, the House of Representatives or the Senate of the Congress of the United States,or a decision by a Court of the United States of America shall be rendered, or a stop order, ruling, release, regulation, Official Statement or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental authority having jurisdiction of the subject matter of the 12 2018 Bonds shall have been proposed, issued or made (which is beyond the control of the Underwriter or the Issuer to prevent or avoid) to the effect that the issuance, offering or sale of the 2018 Bonds as contemplated hereby or by the Official Statement,or any document relating to the issuance, offering or sale of the 2018 Bonds is or would be in violation of any of the federal securities laws at Closing,including the Securities Act of 1933,as amended and then in effect,the Securities Exchange Act of 1934, as amended and then in effect, or the Trust Indenture Act of 1939, as amended and then in effect, or with the purpose or effect of otherwise prohibiting the offering and sale of obligations of the general character of the 2018 Bonds,or the 2018 Bonds, as contemplated hereby;or (g) there shall have occurred either a financial crisis or a default with respect to the debt obligations of the Issuer or proceedings under the federal or State of Florida bankruptcy laws shall have been instituted by the Issuer,in either case the effect of which,in the reasonable judgment of the Underwriter,is such as to materially and adversely affect(i)the market price or the marketability of the 2018 Bonds, or(ii) the ability of the Underwriter to enforce contracts for the sale of the 2018 Bonds;or (h) a general banking moratorium shall have been declared by the United States,New York or Florida authorities, which in the reasonable opinion of the Underwriter, materially adversely affects the market for the 2018 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the 2018 Bonds to be purchased by them;or (i) any national securities exchange,or any governmental authority,shall impose, as to the 2018 Bonds or obligations of the general character of the 2018 Bonds any material restrictions not now in force, or increase materially those now in force, with respect to the establishment of material restrictions upon trading of securities, including limited or minimum prices, by any governmental authority or by any national securities exchange, which in the reasonable opinion of the Underwriter,materially adversely affects the market for the 2018 Bonds or the sale, at- the contemplated offering prices, by the Underwriter of the 2018 Bonds to be purchased by it;or (j) legal action shall have been filed against the Issuer wherein an adverse ruling would materially adversely affect the transactions contemplated hereby or by the Official Statement or the validity of the 2018 Bonds,the Bond Resolution, the Indenture,the Continuing Disclosure Agreement, the Escrow Agreement or this Bond Purchase Agreement; provided, however, that as to any such litigation, the Issuer may request and the Underwriter may accept an opinion by Bond Counsel, or of other counsel acceptable to the Underwriter, that in such counsel's opinion the issues raised by any such litigation or proceeding are without substance or that the contentions of any plaintiffs therein are without merit;or (k) there shall have occurred or any notice shall have been given of any intended review,downgrading,suspension, withdrawal,or negative change in credit watch status by any national rating service to any of the Issuer's obligations;or 13 • (I) any information shall have become known which,in the Underwriter's reasonable opinion, makes untrue, incorrect or misleading in any material respect any statement or information contained in the Official Statement, as the information contained therein has been supplemented or amended by other information, or causes the Official Statement, as so supplemented or amended, to contain an untrue,incorrect or misleading statement of a material fact or to omit to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and upon the receipt of notice of same by the Issuer,the Issuer fails to promptly amend or supplement the Official Statement;or (m) an event occurs as a result of which the Official Statement, as then amended or supplemented,would include an untrue statement of a material fact or omit to state any material fact which is necessary to be stated therein in order to make the statements made therein,in the light of the circumstances under which they were made,not misleading which,in the reasonable opinion of the Underwriter,requires an amendment or supplement to the Official Statement and, in the reasonable opinion of the Underwriter,materially adversely affects the marketability of the 2018 Bonds or the contemplated offering prices thereof and upon the receipt of notice by the Issuer, the Issuer fails to promptly amend or supplement the Official Statement;or (n) the IRS makes a determination with respect to any special purpose development district formed under State law (referred to herein as a "Special District") deeming that all or certain of such Special Districts are not a"political subdivision"for purposes of Section 103(a)of the Code, and such determination, in the reasonable opinion of the Underwriter, materially adversely affects the federal tax status of the District, the tax exempt character or marketability of the 2018 Bonds or the contemplated offering prices thereof;or (o) there shall have occurred or any notice shall have been given of any intended downgrading, suspension,withdrawal or negative change in credit watch status by any national rating service to any of the Issuer's financial obligations. 9. Expenses. (a) The District agrees to pay from the proceeds of the 2018 Bonds, and the Underwriter shall be under no obligation to pay,all expenses incident to the performance of the District's obligations hereunder, including but not limited to (1) the cost of the preparation, printing or other reproduction(for distribution prior to,on or after the date of acceptance of this Bond Purchase Agreement) of a reasonable number of copies of the Preliminary Official Statement and the Official Statement; (2) the fees and disbursements of Bond Counsel, District Counsel, Special District Services, Inc., as Assessment Consultant and any other experts or consultants retained by the District, including, but not limited to, the fees and expenses of the District Manager;(3)the fees and disbursements of the Trustee,Bond Registrar and Paying Agent under the Indenture; (4) charges by rating agencies for the rating of the 2018 Bonds; (5) out-of- pocket expenses of the District;and(6)the fees of the Escrow Agent under the Escrow Agreement. 14 (h) The Underwriter shall pay (1) the cost of qualifying the 2018 Bonds for sale in various states chosen by the Underwriter and the cost of preparing or printing any Blue Sky and legal investment memoranda to he used in connection with such sale; (2) the fees and disbursements of Underwriter's Counsel;and(3)out-of-pocket expenses, including the fees and expenses of advertising, incurred by them in connection with their offering and distribution of the 2018 Bonds. (c) In the event that either the District or the Underwriter shall have paid obligations of the other as set forth in this Section,adjustment shall be made at or prior to Closing. 10. Notices. All notices, demands and formal actions hereunder shall be in writing and mailed, telegraphed or delivered to: The Underwriter: Raymond James&Associates,Inc. 880 Carillon Parkway St. Petersburg,Florida 33716 Attention: Betsy Redden-Shafer,Managing Director Phone: 727-567-1101 The District: Heritage Bay Community Development District c/o Inframark Management Services 5911 Country Lakes Drive Fort Myers,Florida 33905 Attention: Justin Faircloth Phone: 239-245-7118 Copy to District Counsel: Coleman Yovanovich Koester,P.A. Northern Trust Building 4001 Tamiami Trail North Suite 300 Naples,Florida 34103 Attention: Greg Urbancic, Esq. Phone: 239-435-3535 11. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Issuer and the Underwriter (including the successors or assignees of the Issuer or the Underwriter)and no other party or person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties, covenants and agreements in this Bond Purchase Agreement shall remain operative and in full force and effect,regardless of:(i)any investigations made by or on behalf of the Underwriter; (ii) the delivery of and payment for the 2018 Bonds pursuant to this Bond Purchase Agreement; or (iii) any termination of this Bond Purchase Agreement but only to the extent provided by the last paragraph of Section 7 hereof. 12. Waiver. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the Issuer hereunder and the performance of any and all conditions 15 contained herein for the benefit of the Underwriter may be waived by the Underwriter, in their sole discretion. 13. Effectiveness. This Bond Purchase Agreement shall become effective upon the execution of the acceptance hereof by the Chairman and shall be valid and enforceable at the time of such acceptance. 14. Counterparts. This Bond Purchase Agreement may be executed in several counterparts,each of which shall be regarded as an original and all of which shall constitute one and the same document. 15. Headings. The headings of the sections of this Bond Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof. 16. Florida Law Governs. The validity,interpretation and performance of this Bond Purchase Agreement shall be governed by the laws of the State of Florida. 17. Truth In Bonding Statement. Pursuant to the provisions of Section 218.385(2) and(3), Florida Statutes, as amended, the Underwriter provides the following truth-in-bonding statement: (a) The Issuer is proposing to issue $ of its 2018A-1 Bonds and $ of its 2018A-2 Bonds for the purposes described in Section 1 hereof. The 2018 Bonds are expected to be repaid over a period of approximately 19 years. At a true interest cost of approximately %, total interest paid over the life of the 2018 Bonds will be approximately$ (b) The source of repayment for the 2018 Bonds is the 2018 Trust Estate(as described in the Indenture). Authorizing this obligation will result in a maximum of approximately $ not being available to finance other services of the Issuer every year for approximately 19 years. 18. Arms-Length Transaction. The District acknowledges and agrees that (i) the purchase and sale of the 2018 Bonds pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction between the District and the Underwriter, (ii) in connection therewith and with the discussions,undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as an advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act), agent or fiduciary of the District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the District with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter or any affiliate of the Underwriter has provided other services or is currently providing other services to the District on other matters)and the Underwriter has no obligation to the District with respect to the offering contemplated hereby except the obligations expressly set forth in this Bond 16 Purchase Agreement,(iv)the District has consulted its own legal,financial and other advisors to the extent it has deemed appropriate in connection with the offering of the 2018 Bonds, (v) the Underwriter has financial and other interests that differ from those of the District, and (vi) the District has received the Underwriter's G-17 Disclosure Letter. 19. Establishment of Issue Price. (a) The Underwriter agrees to assist the Issuer in establishing the issue price of the 2018 Bonds and shall execute and deliver to the Issuer at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit G, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel,to accurately reflect,as applicable,the sales price or prices or the initial offering price or prices to the public of the 2018 Bonds. (b) The Issuer will treat the first price at which 10%of each maturity of the 2018 Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity,each separate CUSIP number within that maturity will be subject to the 10%test). At or promptly after the execution of this Bond Purchase Agreement,the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10%test has not been satisfied as to any maturity of the 2018 Bonds,the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the date of Closing has occurred,until the 10%test has been satisfied as to the 2018 Bonds of that maturity or until all Bonds of that maturity have been sold to the public. 20. Entire Agreement. This Bond Purchase Agreement when accepted by you in writing as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Issuer and the Underwriter(including the successors or assigns of the Issuer or the Underwriter). No other person shall acquire or have any right hereunder or by virtue hereof. [Signature Page to Follow] 17 Signature Page to Bond Purchase Agreement (Heritage Bay Community Development District) Very truly yours, RAYMOND JAMES&ASSOCIATES,INC. By: Name: Betsy Hedden-Shafer Title: Managing Director,Public Finance Accepted by: HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT By: Name: Edwin Hubbard Title: Chairman S-1 EXHIBIT A MATURITY DATES,PRINCIPAL AMOUNTS,INTEREST RATES, YIELDS,PRICES AND INITIAL CUSIP NUMBERS' HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT (COLLIER COUNTY,FLORIDA) CAPITAL IMPROVEMENT REVENUE REFUNDING BONDS, SERIES 2018A-1 $ Serial Bonds Initial Maturity Principal Interest CUSIP (May 1) Amount Rate Price Yield Number $ %Series 2018A-1 Term Bond Due May 1,20_-Yield: %-Price CUSIP No. $ %Series 2018A-1 Term Bond Due May 1,20_-Yield: %-Price CUSIP No. CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2018A-2 % $ %Series 2018A-2 Term Bond Due May 1,2022 -Yield: -Price CUSIP No. * Preliminary,subject to change ** CUSIP numbers have been assigned to the Series 2018 Bonds by an organization not affiliated with the District and are included solely for the convenience of the owners of the Series 2018 Bonds. The District is not responsible for the selection,use or accuracy of the CUSIP numbers set forth herein. A-1 REDEMPTION PROVISIONS [TO COME] A-2 EXHIBIT B HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT (Collier County,Florida) it $ $ Capital Improvement Revenue Capital Improvement Revenue Bonds, Refunding Bonds,Series 2018A-1 Series 2018A-2 DISCLOSURE STATEMENT ,2018 Heritage Bay Community Development District Naples,Florida Ladies and Gentlemen: Pursuant to Chapter 218.385, Florida Statutes, and with respect to the issuance of the above-referenced bonds (collectively, the "Bonds"), Raymond James & Associates, Inc. (the "Underwriter"),having purchased the 2018 Bonds pursuant to a Bond Purchase Agreement dated as of , 2018 (the "Purchase Agreement")between the Underwriter and Heritage Bay Community Development District (the "District"), makes the following disclosures in connection with the limited public offering and sale of the 2018 Bonds: (a) The total underwriting discount paid to the Underwriter pursuant to the Purchase Agreement is$ ( %). (b) The total amount of expenses estimated to be incurred by the Underwriter in connection with the issuance of the 2018 Bonds is$ . An itemization of these expenses is attached hereto as Schedule I. (c) There are no"finders"as such term is used in Sections 218.385 and 218.386,Florida Statutes,in connection with the issuance of the 2018 Bonds. (d) The components of the Underwriter's discount are as follows: Management Fee: $ or $ Takedown: or Expenses: or B-1 (e) There are no other fees,bonuses, or other compensation estimated to be paid by the Underwriter in connection with the 2018 Bonds to any person not regularly employed or retained by the Underwriter. (f) The name and address of the Underwriter is set forth below: Raymond James&Associates,Inc. 880 Carillon Parkway St.Petersburg,Florida 33716 Attention: Betsy Hedden-Shafer,Managing Director (Remainder of page intentionally left blank) B-2 We understand that you do not require any further disclosure from the Underwriter, pursuant to Section 218.385(6),Florida Statutes,as amended. Very truly yours, RAYMOND JAMES&ASSOCIATES,INC. By: Name: Betsy Hedden-Shafer Title: Managing Director,Public Finance B-3 SCHEDULE I ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER Underwriter's Counsel Fee $ Travel Expenses Communication Day Loan Clearance&Settlement Charges CUSIP/DTC Contingency Total $ Schedule I-1 to Exhibit B EXHIBIT C CERTIFICATE OF DISTRICT The undersigned,as Chairman and Secretary,respectively,of the Board of Supervisors of Heritage Bay Community Development District (the "District"), a local unit of special-purpose government duly established and validly existing under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, as amended (the "Act"), hereby certify to Raymond James&Associates,Inc. (the"Underwriter")in satisfaction of Section 7(c)(5)of the Bond Purchase Agreement,dated ,2018,with the District(the"Bond Purchase Agreement") in connection with the issuance by the District of $ aggregate principal amount Capital Improvement Revenue Refunding Bonds,Series 2018A-1 (the "2018A-1 Bonds") and the $ aggregate principal amount Capital Improvement Revenue Bonds,Series 2018A-2(the"2018A-2 Bonds,"and,together with the 2018A-1 Bonds,the "Bonds")as follows(terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Bond Purchase Agreement): 1. Edwin Hubbard is the duly appointed and acting Chairman of, and is a duly appointed and acting Secretary to, the Board of Supervisors of the District, authorized by resolution of the Board of Supervisors of the District pursuant to the Act to be custodian of all bonds,documents and papers filed with the District and the official seal of the District. 2. The following named persons are as of the date hereof the duly elected or appointed,qualified and acting members of the Board of Supervisors of the District: Current Term Commenced Term Expires Name Title November November Edwin Hubbard Chairman 2016 2020 John C.May Vice Chairman 2014 2018 F.Jack Arcurie Assistant Secretary 2016 2020 Donna Hunter Assistant Secretary 2018 2020 Dennis Gagne Assistant Secretary 2014 2018 C-1 3. The following named persons are the only designated, elected or appointed, qualified and acting officers of the Board of Supervisors of the District, holding the office of appointment set forth opposite their names,respectively: Name Title Edwin Hubbard Chairman John C.May Vice Chairman F.Jack Arcurie Assistant Secretary Donna Hunter Assistant Secretary Dennis Gagne Assistant Secretary Justin Faircloth Secretary Each of said persons since his appointment as aforesaid has been and now is the duly designated and qualified officer of the Board of Supervisors of the District holding the office set forth opposite his name,and if required to file an oath of office,has done so. 4. The seal,an impression of which appears below,was duly adopted by the District as its official seal and is the only legally adopted,proper and official seal of the District. 5. The Board of Supervisors of the District, at duly called and held meetings of the Board of Supervisors of the District on March ,2018,duly adopted Resolution No. 2018 a true and correct copy of which is attached hereto(the"Bond Resolution"),which Bond Resolution remains in full force and effect on the date hereof. 6. The Board of Supervisors of the District, at duly called and held meetings of the Board of Supervisors of the District on , and ,duly adopted Resolution Nos. , and , respectively, true and correct copies of which are attached hereto (collectively, the "Assessment Resolutions"), which Assessment Resolutions remain in full force and effect on the date hereof. The District has complied with the provisions of Chapters 170, 190 and 197, Florida Statutes, related to the imposition, levy, collection and enforcement of the Series 2018 Assessments. 7. Upon authentication and delivery of the 2018 Bonds, the District will not be in default in the performance of the terms and provisions of the Bond Resolution, the Assessment Resolutions or the Indenture. 8. Each of the representations and warranties made by the District in the Bond Purchase Agreement is, to the best of our knowledge and belief, true and accurate on and as of this date. C-2 9. The District has complied with all the agreements and satisfied all the conditions on its part to be complied with on or before the date hereof for delivery of the 2018 Bonds pursuant to the Bond Purchase Agreement,the Bond Resolution and the Indenture. 10. To the best of our knowledge,since the date of the Official Statement,no material and adverse change has occurred in the business,properties, other assets and financial position of the District or results of operations of the District;and to the best of our knowledge,the District has not,since the date of the Official Statement,incurred any material liabilities other than as set forth in or contemplated by the Official Statement. 11. To the best of our knowledge, the statements appearing in the Official Statement did not as of its date and do not as of the date hereof contain an untrue statement of a material fact or omit to state a material fact required to be included therein or necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that no representation is made with respect to information. concerning the Insurer or The Depository Trust Company or its book-entry only system. Subject to the foregoing limitations, nothing has come to our attention which would lead us to believe that the Official Statement,as of its date or as of the date hereof contained an untrue statement of a material fact, or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made not misleading. 12. Except as set forth in the Official Statement, on the date hereof, no litigation or other proceedings are pending or, to the knowledge of the District, threatened in or before any agency, court or tribunal, state or federal, (a) restraining or enjoining or seeking to restrain or enjoin the issuance, sale, execution or delivery of any of the 2018 Bonds or the imposition, levy and collection of the Series 2018 Assessments or the pledge thereof to the payment of the principal of and premium,if any,and interest on the 2018 Bonds, (b) questioning or affecting the validity of any provision of the 2018 Bonds, the Bond Resolution, the Assessment Resolutions, the Financing Documents, and the Series 2018 Assessments, as those documents are defined in the Bond Purchase Agreement, (c)questioning or affecting the validity of any of the proceedings or the authority for the authorization, sale,execution or delivery of the 2018 Bonds, (d)questioning or affecting the organization or existence of the District or the title of any of its officers to their respective offices or any powers of the District under the laws of the State of Florida,(e)contesting or affecting the Series 2018 Assessments, (f) contesting the accuracy or completeness of the Preliminary Official Statement or the Official Statement or any amendment or supplement thereto, (g) contesting the exclusion of interest on the 2018 Bonds from federal income taxation, or (h) contesting the exemption from taxation of the 2018 Bonds and the interest thereon under Florida law or the legality for investment therein. C-3 IN WITNESS WHEREOF, we have hereunder set our hands this day of , 2018. By: Edwin Hubbard Chairman,Board of Supervisors Heritage Bay Community Development District By: Justin Faircloth Secretary to Board of Supervisors I leritage Bay Community Development District C-4 EXHIBIT D FORM OF DISTRICT COUNSEL OPINION [TO COME] D-1 EXHIBIT E CERTIFICATE OF INFRAMARK MANAGEMENT SERVICES I, of Inframark Management Services, do hereby certify to Heritage Bay Community Development District(the "District")and Raymond James& Associates, Inc. (the "Underwriter") in connection with the issuance, sale and delivery by the District on this date of$ Capital Improvement Revenue Refunding Bonds,Series 2018A-1 (the "2018A-1 Bonds") and $ Capital Improvement Revenue Bonds, Series 2018A-2 (the "2018A-2 Bonds," and, together with the 2018A-1 Bonds, the "Bonds") as follows (terms used and not otherwise defined herein shall have the meaning ascribed to such term in the Official Statement dated ,2018(the"Official Statement")of the District relating to the 2018 Bonds): (i) Inframark Management Services has been retained by the District to prepare the Assessment Allocation Report for the Series 2018 Bonds dated January 19,2018,comprising a part of the assessment proceedings of the District relating to the Series 2018 Assessments (the "Report"): (ii) The Series 2018 Assessments when,as and if finally determined in accordance with the methodology set forth in such report,will be sufficient to meet the debt service requirements on the 2018 Bonds. Additionally,the Series 2018 Assessments are fairly and reasonably allocated and the benefit received from the project financed with the Series 2014 Bonds exceeds the burden of the Series 2018 Assessments. (iii) Inframark Management Services consents to the use of the Report included as Appendix D to the Official Statement. (v) Inframark Management Services consents to the references to the firm in the Official Statement. (vi) The Report was prepared in accordance with all applicable provisions of Florida law. (vii) The information contained in the Official Statement under the captions "ENFORCEMENT OF ASSESSMENT COLLECTIONS"and "SERIES 2018 ASSESSMENT AREA" is true and correct in all material respects, and, such information does not contain any untrue statement of a material fact or omit to state any fact necessary in order to make the statements therein, in light of the circumstances under which they were made not misleading. E-1 IN WITNESS WHEREOF, the undersigned has set his hand this day of ,2018. INFRAMARK MANAGEMENT SERVICES By: Name: Title: E-2 EXHIBIT F CERTIFICATE OF CPH,INC. I, of CPH, Inc., do hereby certify to Heritage Bay Community Development District (the "District") and Raymond James & Associates, Inc. (the "Underwriter")in connection with the issuance, sale and delivery by the District on this date of $ Capital Improvement Revenue Refunding Bonds,Series 2018A-1 (the"2018A- 1 Bonds") and $ Capital Improvement Revenue Bonds, Series 2018A-2 (the "2018A-2 Bonds,"and,together with the 2018A-1 Bonds,the"Bonds")as follows(terms used and not otherwise defined herein shall have the meaning ascribed to such term in the Official Statement dated ,2018(the"Official Statement")of the District relating to the 2018 Bonds): (i) CPH,Inc.has been retained by the District to prepare the Supplemental Engineer's Report for the Series 2018 Bonds dated January 19,2018,relating to the 2018 Project(the"Report"): (ii) CPH,Inc.consents to the use of the Report included as Appendix F to the Official Statement. (iii) CPH,Inc. consents to the references to the firm in the Official Statement. (iv) The Report was prepared in accordance with all applicable provisions of Florida law. (v) The Report sets forth the estimated cost of the 2018 Project and was prepared in accordance with generally accepted engineering practices. (vi) Except as defined in the Report,all permits,consents or licenses,and all notices to or filings with governmental agencies necessary for the construction and acquisition of the 2018 Project as described in the Official Statement required to be obtained or made have been obtained or it is reasonable to believe that they will be obtained or made when required. There is no reason to believe that any permits, consents, licenses or governmental approvals required to complete any portion of the 2018 Project as described in the Official Statement will not be obtained as required. (vii) The proceeds of the 2018 Bonds deposited in the 2018 Project Account created under the Indenture together with the investment earnings thereon shall be sufficient to complete the portion of the 2018 Project to be financed with proceeds of the 2018 Bonds. (viii) The information contained in the Official Statement under the caption"THE 2018 PROJECT" and in Appendix E is true and correct in all material respects, and,such information does not contain any untrue statement of a material fact or omit to state any fact necessary in order to make the statements therein,in light of the circumstances under which they were made, not misleading. F-1 IN WITNESS WHEREOF,the undersigned has set his hand this day of ,2018. CPH,INC. By: Name: Title: F-2 EXHIBIT G FORM OF ISSUE PRICE CERTIFICATE HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT (Collier County,Florida) $ $ Capital Improvement Revenue Capital Improvement Revenue Bonds, Refunding Bonds,Series 2018A-1 Series 2018A-2 The undersigned, on behalf of Raymond James & Associates, Inc. ("Raymond James"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations(the "Bonds"). Select appropriate provisions below: 1. [Alternative 11—All Maturities Use General Rule: Sale of the 2018 Bonds. As of the date of this certificate,for each Maturity of the 2018 Bonds,the first price at which at least 10%of such Maturity of the 2018 Bonds was sold to the Public is the respective price listed in Schedule A.][Alternative 22—Select Maturities Use General Rule:Sale of the General Rule Maturities. As of the date of this certificate,for each Maturity of the General Rule Maturities,the first price at which at least 10%of such Maturity of the 2018 Bonds was sold to the Public is the respective price listed in Schedule A.] 2. Initial Offering Price of the[Bonds][Hold-the-Offering-Price Maturities]. (a) [Alternative 13—All Maturities Use Hold-the-Offering-Price Rule:Raymond James offered the 2018 Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A(the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the 2018 Bonds is attached to this certificate as Schedule B.] [Alternative 24—Select Maturities Use Hold-the-Offering-Price Rule: Raymond James offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A(the"Initial Offering Prices")on or before the Sale Date. A copy of the pricing wire or equivalent communication for the 2018 Bonds is attached to this certificate as Schedule B.] If Alternative 1 is used,delete the remainder of paragraph l and all of paragraph 2 and renumber paragraphs accordingly. 2 If Alternative 2 is used,delete Alternative 1 of paragraph 1 and use each Alternative 2 in paragraphs 2(a)and(b). 3 If Alternative 1 is used,delete all of paragraph 1 and renumber paragraphs accordingly. 'Alternative 2(a)of paragraph 2 should be used in conjunction with Alternative 2 in paragraphs 1 and 2(b). I-1 (b) [Alternative 1—All Maturities use Hold-the-Offering-Price Rule:As set forth in the Bond Purchase Agreement, Raymond James agreed in writing that, (i) for each Maturity of the 2018 Bonds, it would neither offer nor sell any of the 2018 Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity(the"hold- the-offering-price rule"), and(ii)any selling group agreement shall contain the agreement of each dealer who is a member of the selling group,and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement,to comply with the hold-the-offering- price rule. Pursuant to such agreement,no Underwriter(as defined below)has offered or sold any Maturity of the 2018 Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the 2018 Bonds during the Holding Period. [Alternative 2-Select Maturi ties Use Hold-the-Offering-Price Rule: As set forth in the Bond Purchase Agreement,Raymond James agreed in writing that,(i)for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell anys of the 2018 Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity(the"hold-the-offering-price rule"),and(ii)any selling group agreement shall contain the agreement of each dealer who is a member of the selling group,and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement,to comply with the hold-the-offering-price rule. Pursuant to such agreement,no Underwriter (as defined below)has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the 2018 Bonds during the Holding Period. 3. Defined Terms. [(a) General Rule Maturities means those Maturities of the 2018 Bonds listed in Schedule A hereto as the"General Rule Maturities."] [(b) Hold-the-Offering-Price Maturities means those Maturities of the 2018 Bonds listed in Schedule A hereto as the"Hold-the-Offering-Price Maturities."] [(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day after the Sale Date([DATE]),or(ii)the date on which Raymond James has sold at least 10%of such Hold-the-Offering- Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the- Offering-Price Maturity.] (d) Issuer means Heritage Bay Community Development District. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person(including an individual, trust,estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party"for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership,directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the 2018 Bonds. The Sale Date of the 2018 Bonds is ,2018. I-2 (h) Underwriter means(1)any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the 2018 Bonds to the Public,and(ii)any person that agrees pursuant to a written contract directly or indirectly with a person described in clause(i)of this paragraph to participate in the initial sale of the 2018 Bonds to the Public(including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the 2018 Bonds to the Public). 4. Reserve Account.A reserve account in an amount equal to the Series 2018 Reserve Account Requirement was necessary in order to market and sell the 2018 Bonds given the nature of the 2018 Bonds which are secured by special assessments and the delinquent assessment collection procedures related thereto. 5. Bond Insurance. The present value of the Bond Insurance Policy premium paid to Assured Guaranty Municipal Corp. to obtain credit support for the Series 2018 Bonds maturing on , and is less than the present value of the interest reasonably expected to be saved as a result of such credit support. The discount rate chosen from computing such present value is the Bond Yield as described in the District's Arbitrage Certificate. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Raymond James' interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the 2018 Bonds,and by Bond Counsel in connection with rendering its opinion that the interest on the 2018 Bonds is excluded from gross income for federal income tax purposes, the preparation of Internal Revenue Service Form 8038-C,and other federal income tax advice it may give to the Issuer from time to time relating to the 2018 Bonds. RAYMOND JAMES&ASSOCIATES,INC. By: Name: Dated: [ISSUE DATE] I-3 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES (Attached) Schedule A to Exhibit I SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) Schedule B to Exhibit I FORM 8038G STATISTICS (Attached) F-1 Q0.-- (:-_:›c' .,.__ /.1kr 1, PRELIMINARY OFFICIAI..STATEMENT DATED MARCH____,2018 .• c.. NEW ISSUE—BOOK-ENTRY ONLY See"RATINGS"herein. In the opinion of Bond Counsel,under existing statutes,regulations,published rulings and court decisions, and assuming continuing compliance by the District with the tax covenants set forth in the Indenture, and the accuracy of certain representations included in the closing transcript for the Series 2018 Bonds, interest on the cl 5 Series 2018 Bonds is, under Section 103 of the Code, excludable from gross income for federal income tax purposes. tis Interest on the Series 2018 Bonds is not a specific preference item for purposes of the federal alternative minimum tax. However, see "TAX MATTERS" herein for a description of certain other federal tax consequences of ownership of the Series 2018 Bonds. Bond Counsel is further of the opinion that, pursuant to the Act, the Series =.. .4.1? 2018 Bonds and the interest thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220,Florida Statutes. llg r HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT P -C," (COLLIER COUNTY,FLORIDA) '" J 5 . LP $ $ , G. CAPITAL IMPROVEMENT REVENUE CAPITAL IMPROVEMENT REVENUE REFUNDING BONDS,SERIES 2018A-1 BONDS,SERIES 2018A-2 :x Dated:Date of Original Issuance Due:May 1,as shown on inside cover' c.4 ,. The$ 'Heritage Bay Community Development District Capital Improvement 5i Revenue Refunding Bonds, Series 2018A-1 (the "Series 2018A-1 Bonds') and the $ Heritage Bay Community Development District Capital Improvement Revenue Bonds, Series 2018A-2 :" (the "Series 2018A-2 Bonds" and, together with the Series 2018A-1 Bonds, the "Series 2018 Bonds") are being issued by the Heritage Bay Community Development District(the"District") pursuant to a Master • Trust Indenture dated as of November 1, 2005 (the "Master Indenture") from the District to U.S. Bank y National Association, as successor in trust to Wachovia Bank, National Association (the "Trustee"), as supplemented by a Third Supplemental'frust Indenture dated as of April 1,2018,from the District to the Tj: w? u Trustee(the"Third Supplement" and, together with the Master Indenture, the "Indenture"). Capitalized r x 7.2 terms not defined herein shall have the meanings assigned to them in the Indenture. s The Series 2018 Bonds are being issued only in fully registered form, in denominations of$5,000 r or any integral multiple thereof. The Series 2018 Bonds will be dated their date of issuance and delivery s to the initial purchasers thereof and will bear interest payable on each May 1 and November 1, P. s .. commencing November 1,2018(each,an"Interest Payment Date")and shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2018 Bonds will mature on May 1 of such years, in x such amounts and at such rates as set forth on the inside cover page of this Official Statement. The Series r; 2018 Bonds,when issued,will be registered in the name of Cede&Co.,as registered owner and nominee -' :, for The Depository Trust Company ("DTC") of New York,New York. Purchases of beneficial interests in y '15K the Series 2018 Bonds will be made only in book-entry form. Accordingly,principal of and interest on the Series 2018 Bonds will be paid from the sources provided below by the Trustee directly to Cede&Co.,as F4 - the nominee of DTC as the registered owner thereof. Disbursements of such payments to DTC's Direct r v; z. �' t Participants(as hereinafter defined) is the responsibility of DTC and disbursements of such payments to .',. c beneficial owners is the responsibility of OTC's Direct Participants and the Indirect Participants (as .F ' - Preliminary;subject to change. r hereinafter defined), as more fully described herein. Any purchaser of a beneficial interest in a Series 2018 Bond must maintain an account with a broker or dealer who is,or acts through,a DTC Participant to receive payment of the principal of and interest on such Series 2018 Bond. See"DESCRIPTION OF THE SERIES 2018 BONDS—Book-Entry Only System"herein. The District is a local unit of special purpose government of the State (as hereinafter defined), created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") and established by Ordinance No. 05-24 of the Board of County Commissioners of Collier County, Florida enacted on May 24,2005,effective on [June 17,20051 [Greg to confirm date]. The Series 2018 Bonds are being issued by the District pursuant to the Act and Resolution No.2018-7 adopted by the District on March 19,2018(the"Resolution"). The Series 2018A-1 Bonds are being issued for the purpose of, together with other legally available moneys of the District: (i)currently refunding all of the Series 2014 Bonds (as defined herein); (ii)paying certain costs associated with the issuance of the Series 2018A-1 Bonds,including the premium for the Bond Insurance Policy(as defined herein);(iii)paying a portion of the interest first coming due on the Series 2018A-1 Bonds; and (iv) paying a portion of the premium for the Reserve Policy (as defined herein), if any, to be deposited to the Series 2018 Reserve Account, which shall be held for the benefit of all of the Series 2018 Bonds,and/or making a deposit into the Series 2018 Reserve Account to be held for the benefit of the owners of the Series 2018 Bonds. The Series 2018A-2 Bonds are being issued for the purpose of, together with other legally available moneys of the District: (i) financing the cost of constructing certain stormwater management and related improvements, as further described herein (the "Series 2018 Project"); (ii)paying in full the District's obligations under the 2015 Loan Agreement (as defined herein); (iii) paying certain costs associated with the issuance of the Series 2018A-2 Bonds, including the premium for the Bond Insurance Policy (as defined herein); (iv)paying a portion of the interest first coming due on the Series 2018A-2 Bonds; and (v) paying a portion of the premium for the Reserve Policy (as defined herein), if any, to be deposited to the Series 2018 Reserve Account to be held for the benefit of the owners of the Series 2018 Bonds, and/or making a deposit into the Series 2018 Reserve Account to be held for the benefit of the owners of the Series 2018 Bonds. See "PLAN OF REFUNDING," "THE SERIES 2018 PROJECT' and "ESTIMATED SOURCES AND USES OF FUNDS"herein. The Series 2018A-1 Bonds and Series 2018A-2 Bonds are payable on a parity, payable from and secured solely by the 2018 Trust Estate. The Series 2018 Trust Estate consists of (i) 2018 Pledged Revenues,being all revenues derived by the District from the Series 2018 Assessments(as defined herein) levied by the District which correspond to the debt service on the Series 2018 Bonds and (ii)the 2018 Pledged Funds,being all of the Funds and Accounts held under the Indenture(except for the 2018 Rebate Account). See"SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2018 BONDS"herein. The Series 2018A-1 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. The Series 2018A-2 Bonds are not subject to optional redemption but are subject to mandatory sinking fund and extraordinary redemption at the times, in the amounts and at the redemption prices as more fully described herein. See "DESCRIPTION OF THE SERIES 2018 BONDS—Redemption Provisions"herein. NEITHER THE SERIES 2018 BONDS NOR THE INTEREST AND PREMIUM,IF ANY,PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THE SERIES 2018 BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2018 BONDS. DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2018 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2018 TRUST ESTATE PLEDGED TO THE SERIES 2018 BONDS. The scheduled payment of principal of and interest on all or a portion of the Series 2018 Bonds when due may be guaranteed under an insurance policy (the "Bond Insurance Policy") to be issued concurrently with the delivery of the Series 2018 Bonds by Assured Guaranty Municipal Corp. (the "Insurer"). The District will make the determination whether to purchase the Bond Insurance Policy to insure all or a portion of the Series 2018 Bonds, if any, and whether to purchase a Reserve Policy for all or a portion of the 2018 Reserve Account at the time the Series 2018 Bonds are marketed. See "POTENTIAL BOND INSURANCE" and "POTENTIAL RESERVE POLICY"herein. [INSERT INSURER LOGO] This cover page contains information for quick reference only. It is not a summary of the Series 2018 Bonds. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The sale of the Series 2018 Bonds to the initial purchasers is subject to certain conditions precedent, including, without limitation, receipt of the opinion of Akerrruur LLP, Orlando, Florida, Bond Counsel, as to the validity of the Series 2018 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, Coleman Yovanovich Koester, P.A., Naples, Florida. Bryant Miller Olive P.A., Orlando, Florida, is serving as Underwriter's Counsel. Certain legal matters will be passed upon for the Trustee by its counsel Holland & Knight, LLP, Miami, Florida. Public Resources Advisory Group,Inc., St.Petersburg,Florida is acting as Financial Advisor to the District. It is expected that the Series 2018 Bonds will be delivered in book-entry only form through the facilities of DTC on or about _,2018. Raymond James Dated: ,2018 MATURITY DATES,PRINCIPAL AMOUNTS,INTEREST RATES, YIELDS,PRICES AND INITIAL CUSIP NUMBERS` HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT (COLLIER COUNTY,FLORIDA) CAPITAL IMPROVEMENT REVENUE REFUNDING BONDS, SERIES 2018A-1 $ Serial Bonds Initial Maturity Principal Interest CUSIP (May 1) Amount Rate Price Yield Number $ %Series 2018A-1 Term Bond Due May 1,20_-Yield: %-Price CUSIP No. $ %Series 2018A-1 Term Bond Due May 1,20_-Yield: %-Price CUSIP No. Preliminary,subject to change CUSIP numbers have been assigned to the Series 2018 Bonds by an organization not affiliated with the District and are included solely for the convenience of the owners of the Series 2018 Bonds. The District is not responsible for the selection,use or accuracy of the CUSIP numbers set forth herein. MATURITY DATES,PRINCIPAL AMOUNTS,INTEREST RATES, YIELDS,PRICES AND INITIAL CUSIP NUMBERS' CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2018A-2 $ Serial Bonds Initial Maturity Principal Interest CUSIP 1May 1) Amount Rate Price Yield Number $ %Series 2018A-2 Term Bond Due May 1,2022 -Yield: %-Price CUSTP No. Preliminary,subject to change x CUSIP numbers have been assigned to the Series 2018 Bonds by an organization not affiliated with the District and are included solely for the convenience of the owners of the Series 2018 Bonds. The District is not responsible for the selection,use or accuracy of the CUSIP numbers set forth herein. HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS Edwin Hubbard,Chairman John C.May,Vice Chairman F.Jack Arcurie,Assistant Secretary Donna Hunter,Assistant Secretary Dennis Gagne,Assistant Secretary DISTRICT MANAGER/ASSESSMENT CONSULTANT Inframark Infrastructure Management Services Fort Myers,Florida DISTRICT ENGINEER CPH,Inc. Fort Myers,Florida DISTRICT COUNSEL Coleman Yovanovich Koester,P.A. Naples,Florida BOND COUNSEL Akerman T,I P Orlando,Florida UNDERWRITER'S COUNSEL Bryant Miller Olive P.A. Orlando,Florida FINANCIAL ADVISOR Public Resources Advisory Group,Inc. St.Petersburg,Florida NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE DISTRICT,THE STATE OR THE UNDERWRITER TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT,AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ANY OF THE FOREGOING. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY AND THERE SHALL BE NO OFFER,SOLICITATION OR SALE OF THE SERIES 2018 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER,SOLICITATION OR SALE. THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE UNITED STATES FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION. THE INFORMATION SET FORTH HEREIN HAS BEEN FURNISHED BY THE DISTRICT AND OBTAINED FROM SOURCES WHICH ARE BELIEVED BY THE DISTRICT AND THE UNDERWRITER TO BE RELIABLE, BUT IT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF THE UNDERWRITER. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE,AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT, NOR ANY SALE MADE HEREUNDER, SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT SINCE THE DATE HEREOF. The following information has been furnished by Insurer for use in this Official Statement: The Insurer makes no representation regarding the Series 2018 Bonds or the advisability of investing in the Series 2018 Bonds. In addition, the Insurer has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Insurer supplied by the Insurer and presented under the heading "POTENTIAL BOND INSURANCE" herein and "APPENDIX G - SPECIMEN MUNICIPAL BOND INSURANCE POLICY"attached hereto. IN CONNECTION WITH THIS OFFERING OF THE SERIES 2018 BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2018 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE SERIES 2018 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939,AS AMENDED,IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH LAWS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2018 BONDS UNDER THE SECURITIES LAWS OF ANY JURISDICTION IN WHICH THEY MAY BE REGISTERED OR QUALIFIED, IF ANY, SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF. NONE OF SUCH JURISDICTIONS,OR ANY OF THEIR AGENCIES,WILL HAVE PASSED UPON THE MERITS OF THE SERIES 2018 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFICIAL STATEMENT CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, SECTION 21E OF THE UNITED STATES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF THE SECURITIES ACT. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY USED SUCH AS "PLAN," "EXPECT," "ESTIMATE," "PROJECT," "ANTICIPATE," "BUDGET"OR OTHER SIMILAR WORDS. 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 DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF SUCH EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER "CONTINUING DISCLOSURE"HEREIN. THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, ARE NOT TO BE DEEMED A DETERMINATION OF RELEVANCE, MATERIALITY OR IMPORTANCE, AND THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, MUST BE CONSIDERED IN ITS ENTIRETY. THE CAPTIONS AND HEADINGS IN THIS OFFICIAL STATEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND IN NO WAY DEFINE, LIMIT OR DESCRIBE THE SCOPE OR INTENT, OR AFFECT THE MEANING OR CONSTRUC'T'ION,OR ANY PROVISIONS OR SECTION IN THIS OFFICIAL STATEMENT. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT') OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR AS PRINTED IN ITS ENTIRETY DIRECTLY FROM SUCH WEBSITE. REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN, INCLUDING THE DISTRICT'S WEBSITE OR ANY OTHER WEBSITE CONTAINING INFORMATION ABOUT THE DISTRICT, ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER'S CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS OFFICIAL STATEMENT FOR ANY PURPOSE INCLUDING FOR PURPOSES OF RULE 15C2-12 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. TABLE OF CONTENTS Page INTRODUCTION 1 General 1 Description of the Bonds 2 Purpose of the Bonds 2 Security for the Bonds 3 Series 2018 Reserve Account 3 The District 3 Continuing Disclosure 4 Other Information 4 SUITABILITY FOR INVESTMENT 4 PLAN OF REFUNDING 4 THE SERIES 2018 PROJECT 5 General 5 Zoning and Permitting 6 Deferred Cost Liability 6 DESCRIPTION OF THE SERIES 2018 BONDS 7 Redemption Provisions 7 Notice of Redemption 10 Book-Entry Only System 10 SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2018 BONDS 13 General 13 Parity Bonds 13 Reserve Fund 14 Deposit and Application of 2018 Pledged Revenues 15 Investments 16 Enforcement of Payment of Assessments 16 Covenant Regarding Collection of Assessments 16 Prepayment of Assessments 16 [Adjustments to Assessments Error!Bookmark not defined. Re-Assessment 17 The Insurer Deemed Owner of Insured Bonds for Certain Purposes under the Indenture 17 Enforcement and Collection of Series 2018 Assessments 17 Prepayment 18 [Additional Covenant of the District Regarding Special Assessments 18 POTENTIAL BOND INSURANCE 18 The Bond Insurance Policy 18 Assured Guaranty Municipal Corp 19 POTENTIAL RESERVE POLICY 21 MUNICIPAL BOND INSURANCE RISK FACTORS 21 THE DISTRICT 21 General 21 Legal Powers and Authority 22 Board of Supervisors 22 The District Manager and Other Consultants 23 Stormwater Infrastructure 24 Amenities 24 HB Master Association 24 Prior Defaulted Bonds 25 THE SERIES 2018 ASSESSMENTS 25 General 25 Assessed Value of Land in Assessment Area 25 Series 2018 Assessments by Product Type 25 Assessment Collection History 27 Top Ten Taxpayers 27 Overlapping Taxes and Operations and Maintenance Assessments 27 ENFORCEMENT OF ASSESSMENT COLLECTIONS 28 General 28 Direct Billing&Foreclosure Procedure 29 Uniform Method Procedure 29 BONDOWNERS'RISKS 32 Limited Pledge 32 Bankruptcy and Related Risks 33 Delay and Discretion Regarding Remedies 33 Limitation on Funds Available to Exercise Remedies 33 Determination of Land Value upon Default 34 Landowner Challenge of Assessed Valuation 34 Failure to Comply with Assessment Proceedings 34 Other Taxes 35 Inadequacy of Reserve 35 Damage to District from Natural Disasters 35 Limited Secondary Market 36 Interest Rate Risk;No Rate Adjustment for Taxability 36 IRS Audit and Examination Risk 36 Florida Village Center TAM 37 Legislative Proposals and State Tax Reform 38 Loss of Exemption from Securities Registration 38 Performance of District Professionals 38 Mortgage Default and FDIC 39 ESTIMATED SOURCES AND USES OF FUNDS 40 DEBT SERVICE REQUIREMENTS 41 TAX MATTERS 42 AGREEMENT BY THE STATE 43 LEGALITY FOR INVESTMENT 43 ENFORCEABILITY OF REMEDIES 43 LITIGATION 43 CONTINGENT FEES 43 RATINGS 44 EXPERTS 44 FINANCIAL STATEMENTS 44 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 44 CONTINUING DISCLOSURE 44 UNDERWRITING 45 VALIDATION 45 LEGAL MATTERS 45 ii MISCELLANEOUS 46 AUTHORIZATION AND APPROVAL 47 APPENDIX A: COPY OF MASTER INDENTURE AND FORM OF THIRD SUPPLEMENT APPENDIX B: FORM OF OPINION OF BOND COUNSEL APPENDIX C: AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE FISCAL YEAR ENDED SEPTEMBER 30,2016 APPENDIX D: ASSESSMENT REPORT APPENDIX E: ENGINEER'S REPORT APPENDIX F: FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX G: SPECIMEN MUNICIPAL BOND INSURANCE POLICY iii OFFICIAL STATEMENT HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT (COLLIER COUNTY,FLORIDA) $ $ CAPITAL IMPROVEMENT REVENUE CAPITAL IMPROVEMENT REVENUE REFUNDING BONDS,SERIES 2018A-1 BONDS,SERIES 2018A-2 INTRODUCTION General The purpose of this Official Statement, inchiding the cover page, inside cover page, and appendices attached hereto, is to set forth certain information in connection with the offering for sale by the Heritage Bay Community Development District(the"District"or"Issuer")of its$ * Heritage Bay Community Development District Capital Improvement Revenue Refunding Bonds,Series 2018A-1 (the"Series 2018A-1 Bonds")and$ *Heritage Bay Community Development District Capital Improvement Revenue Bonds, Series 2018A-2 (the "Series 2018A-2 Bonds" and, together with the Series 2018A-1 Bonds,the"Series 2018 Bonds"). This introduction is not a summary of this Official Statement and is intended only for quick reference. It is only a brief description of and guide to,and is qualified in its entirety by reference to, the more complete and detailed information contained in the entire Official Statement, including the cover page and the appendices attached hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement and of the documents summarized or described herein,if necessary. The offering of the Series 2018 Bonds to potential investors is made only by means of the entire Official Statement, including the appendices attached hereto. No person is authorized to detach this Introduction from the Official Statement or to otherwise use it without the entire Official Statement including the appendices attached hereto. The Series 2018 Bonds are being issued by the District pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") and. Resolution No.2018-7 adopted by the Board of Supervisors of the District (the "Board") on March 19, 2018, (the "Resolution"),and a Master Trust Indenture dated as of November 1,2005(the "Master Indenture")from the District to U.S. Bank National Association, as successor in trust to Wachovia Bank, National Association (the "Trustee"), as supplemented by a Third Supplemental Trust Indenture dated as of 1,2018,from the District to the Trustee(the"Third Supplement"and,together with the Master Indenture, the "Indenture"). All capitalized terms used in this Official Statement that are not defined herein shall have the respective meanings set forth in the Indenture. See "APPENDIX A-COPY OF MASTER INDENTURE AND FORM OF THIRD SUPPLEMENT"attached hereto. Preliminary;subject to change. Description of the Bonds The Series 2018 Bonds are being issued only in fully registered form,in denominations of$5,000 or any integral multiple thereof,will be dated their date of issuance and delivery to the initial purchasers thereof and will bear interest payable on each May 1 and November 1, commencing November 1, 2018 (each,an"Interest Payment Date"), which shall be computed on the basis of a 360-day year of twelve 30- day months. The Series 2018 Bonds will mature on May 1 of such years, in such amounts and at such rates as set forth on the inside cover page of this Official Statement. The Series 2018 Bonds, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company ("DTC"), New York, New York. Purchases of beneficial interests in the Series 2018 Bonds will be made only in book-entry form. Accordingly,principal of and interest on the Series 2018 Bonds will be paid from the sources provided below by the Trustee directly to Cede &Co., as the nominee of DTC as the registered owner thereof. Disbursements of such payments to DTC's Direct Participants (as hereinafter defined) is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of DTC's Direct Participants and the Indirect Participants(as hereinafter defined),as more fully described herein. Any purchaser of a beneficial interest in a Series 2018 Bond must maintain an account with a broker or dealer who is,or acts through, a DTC Participant to receive payment of the principal of and interest on such Series 2018 Bond. See"DESCRIPTION OF THE SERIES 2018 BONDS-Book-Entry Only System"herein. The Series 2018A-1 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. The Series 2018A-2 Bonds are not subject to optional redemption but are subject to mandatory sinking fund and extraordinary redemption at the times, in the amounts and at the redemption prices as more fully described herein. See "DESCRIPTION OF THE SERIES 2018 BONDS—Redemption Provisions"herein. Purpose of the Bonds The Series 2018A-1 Bonds are being issued for the purpose of, together with other legally available moneys of the District: (i) currently refunding all of the Series 2014 Bonds (as defined herein); (ii)paying certain costs associated with the issuance of the Series 2018A-1 Bonds,including the premium for the Bond Insurance Policy(as defined herein);(iii)paying a portion of the interest first coming due on the Series 2018A-1 Bonds; and (iv) paying a portion of the premium for the Reserve Policy (as defined herein), if any, to be deposited to the Series 2018 Reserve Account, which shall be held for the benefit of all of the Series 2018 Bonds, and/or making a deposit into the Series 2018 Reserve Account to be held for the benefit of the owners of the Series 2018A-1 Bonds. The Series 2018A-2 Bonds arc being issued for the purpose of, together with other legally available moneys of the District: (i) financing the cost of constructing certain stormwater management and related improvements, as further described herein (the "Series 2018 Project"); (ii)paying in full the District's obligations under the 2015 Loan Agreement (as defined herein); (iii) paying certain costs associated with the issuance of the Series 2018A-2 Bonds,including the premium for the Bond Insurance Policy (as defined herein); (iv)paying a portion of the interest first coming due on the Series 2018A-2 Bonds; and (v) paying a portion of the premium for the Reserve Policy (as defined herein), if any, to be deposited to the Series 2018 Reserve Account to be held for the benefit of the owners of the Series 2018 Bonds, and/or making a deposit into the Series 2018 Reserve Account to be held solely for the benefit of 2 the owners of the Series 2018 Bonds. See "PLAN OF REFUNDING," "THE SERIES 2018 PROJECT" and "ESTIMATED SOURCES AND USES OF FUNDS"herein. Security for the Bonds The Series 2018 Bonds are payable from and secured solely by the Series 2018 Trust Estate. The Series 2018 Trust Estate consists of(i)2018 Pledged Revenues,being all revenues received by the District from the Series 2018 Assessments levied by the District which correspond to the debt service on the Series 2018 Bonds and (ii) the 2018 Pledged Funds being all of the Funds and Accounts held under the Indenture(except for the 2018 Rebate Account). See"SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2018 BONDS"herein. The scheduled payment of principal of and interest on all or a portion of the Series 2018 Bonds when due may be guaranteed under an insurance policy (the "Bond Insurance Policy") to be issued concurrently with the delivery of the Series 2018 Bonds by Assured Guaranty Municipal Corp. (the "Insurer"). The District will make the determination whether to purchase the Bond Insurance Policy for all or a portion of the Series 2018 Bonds,if any,at the time the Series 2018 Bonds are marketed. See"POTENTIAL BOND INSURANCE"herein. Series 2018 Reserve Account The Series 2018 Reserve Account will either be fully funded in cash from proceeds of the Series 2018 Bonds, fully satisfied by a debt service reserve surety policy (the "Reserve Policy") issued by the Insurer, or partially funded in cash and partially satisfied by the deposit of a Reserve Policy. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2018 BONDS—Reserve Fund"herein. The District will make the determination whether to fund the Series 2018 Reserve Account from cash or the deposit of a Reserve Policy,or a combination of both cash and the Reserve Policy,at the time the Series 2018 Bonds are marketed. See "POTENTIAL BOND INSURANCE"herein. The District The District is a local unit of special purpose government of the State of Florida (the "State"), created pursuant to the Act and established by Ordinance No. 05-24 of the Board of County Commissioners of Collier County, Florida (the"County")enacted on May 24,2005, effective on [June 17, 20051(the"Establishing Ordinance"). The District was established for the purpose of,among other things, financing and managing the design, acquisition, construction, maintenance, and operation of systems, facilities and basic infrastructure within and without the boundaries of the premises to be governed by the District and related professional fees and other costs. The District is governed by the Board and managed by Inframark Infrastructure Management Services (the "District Manager"). The District Manager is also the District's assessment consultant(in such capacity,the"Assessment Consultant"). For more complete information about the District, the Board and the District Manager, see "THE DISTRICT" herein. 3 Continuing Disclosure The District has covenanted in the Indenture to comply with the continuing disclosure requirements contained in Securities and Exchange Commission Rule 15c2-12 ("Rule 15c2-12"). The District Manager will act as the dissemination agent under the Continuing Disclosure Agreement and will enter into a Continuing Disclosure Agreement at the time of issuance of the Series 2018 Bonds (the "Continuing Disclosure Agreement.") See "CONTINUING DISCLOSURE" herein and "APPENDIX F-FORM OF CONTINUING DISCLOSURE AGREEMENT"attached hereto. Other Information There follows in this Official Statement a brief description of the Insurer, the Bond Insurance Policy, the Reserve Policy, the District, the Series 2018 Project, the Series 2018 Assessment Area and summaries of the terms of the Series 2018 Bonds, the Indenture, the Series 2018 Assessments, certain provisions of the Act and certain provisions of general law regarding the assessment and collection of Special Assessments such as the Series 2018 Assessments. All references herein to the Indenture, the Act and general law are qualified in their entirety by reference to such documents and statutes, and all references to the Series 2018 Bonds are qualified by reference to the definitive form thereof and the information with respect thereto contained in the Indenture. All references to the Supplemental Engineer's Report dated January 19, 2018 (the "Engineer's Report"),prepared by CPH,Inc.,as the District's engineer(the"District Engineer")and to the Assessment Allocation Report for the Series 2018 Bonds, dated January 19, 2018 (the"Assessment Report")prepared by the Assessment Consultant are qualified in their entirety by reference to such reports,copies of which are attached hereto as APPENDICES E and D,respectively. A copy of the Master Indenture and the form of the Third Supplement are attached hereto collectively as APPENDIX A. This Official Statement speaks only as of its date and the information contained herein is subject to change. SUITABILITY FOR INVESTMENT Investment in the Series 2018 Bonds poses certain economic risks. See "BONDWNERS' RISKS" herein. No dealer, broker, salesman or other person has been authorized by the District or the Underwriter to give any information or make any representations, other than those contained in this Official Statement. Additional information will be made available to each prospective investor,including the benefit of a site visit to the District, and the opportunity to ask questions of the District, as such prospective investor deems necessary in order to make an informed decision with respect to the purchase of the Series 2018 Bonds. PLAN OF REFUNDING The District previously issued the Series 2014 Bonds for the purpose of refunding the Series 2005 Bonds. The Series 2005 Bonds were issued for the purpose of financing the acquisition of a portion of the public infrastructure for the District which includes stormwater management, sewer and wastewater management, water distribution, landscaping, irrigation and related improvements (the "2005 Project"). The 2005 Project was completed in . The Series 2014 Bonds are currently outstanding in the 4 principal amount of$ . Concurrently with the delivery of the Series 2018 Bonds,a portion of the proceeds of the Series 2018A-1 Bonds,together with other legally available moneys,will be applied to the refunding of all of the Series 2014 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. The Series 2018 Assessments have been allocated to the benefited property based upon the apportionment by the Board of the special benefits to the parcels of property relying on the methodology developed with respect to the Series 2005 Bonds and the Series 2014 Bonds. The purpose of the refunding of the Series 2014 Bonds is to restructure the Series 2014 Bond amortization to eliminate the balloon payment due in the year 2029. The Series 2018A-1 Bonds will amortize over the original life of the Series 2005 Bonds which would have finally matured on May 1,2036. The District previously delivered a Note (the "2015 Note") and entered into a Loan Agreement dated as of September 10, 2015 (the "2015 Loan Agreement") between the District and Valley National Bank,as successor to CNLBank, for the purpose of financing improvements to bridge retaining walls(the "2015 Project"). The 2015 Project was completed on . The 2015 Note is currently outstanding in the principal amount of $ . Concurrently with the delivery of the Series 2018 Bonds, a portion of the proceeds of the Series 2018A-2 Bonds,together with other legally available moneys,will be applied to the refunding of the 2015 Note. See"ESTIMATED SOURCES AND USES OF FUNDS"herein. THE SERIES 2018 PROJECT Detailed information concerning the Series 2018 Project is contained in the Engineer's Report attached hereto as Appendix E. The information in this section relating to the Series 2018 Project is qualified in its entirety by reference to such Engineer's Report,which should be read in its entirety. General The Series 2018 Project includes stormwater management and drainage improvements primarily associated with the reconstruction of certain lake embankment stabilization improvements in the District. These improvements include reconstruction of approximately 8,300 linear feet of lake bank, including hauling fill to the lake banks, installing "rip rap" and other associated improvements,5,318 linear feet of regular lake bank restoration,2,982 linear feet of emergency repairs due to damage caused by Hurricane Irma in 2017 and modifications to two existing control structures, serving as outfalls for Lake 30. A summary of the estimated construction costs of the Series 2018 Project, as set forth in the Engineer's Report,is set forth below: Summary of Estimated Construction Costs for Series 2018 Projector Project Description Estimated Costs NON-ROUTINE LONG TERM RESTORATION Construction&Materials $1,314,480.48 Professional Services&Permitting 43,350.00 EMERGENCY REPAIRS Construction&Materials 1,717,179.50 Professional Services&Permitting 105,450.00 5 CONTROL STRUCTURE MODIFICATION Construction&Materials 38,250.00 Professional Services&Permitting 21,450.00 BRIDGE WALL REPAIRS 286,372.00 Contingency(10%) 352,653.20 Total $3,879,185.18 (1) This estimate of construction costs is an estimate only and not a guaranteed maximum price.It includes costs associated with professional fees such as planning, design, administration, and legal fees. Fluctuations in costs are expected depending upon labor market,cost of equipment and materials,and construction processes necessary to complete the work. The District Engineer has stated in the Engineer's Report that the costs of the Series 2018 Project shown above are reasonable for the work to be performed and benefit the developable real property in the District. Zoning and Permitting Below is a list of permits necessary to complete the Series 2018 Project and the status of each such permit. The District Engineer has stated in its report attached hereto as Appendix B that these are the development approvals required for the Series 2018 Project. Status of Project Approvals for Series 2018 Project Required Approval Regulatory Authority Approval Status Environmental Resource Permit Modification South Florida Water Management Approved for Regular Lake Bank Maintenance District Environmental Resource Permit Modification South Florida Water Management Approved for Emergency Lake Bank Repair District Environmental Resource Permit Control South Florida Water Management Approved Structure Modification District Source: Engineer's Report Deferred Cost Liability In prior years, in connection with the 2005 Project, the original developer advanced certain amounts to the District for construction of the 2005 Project. As of September 30,2017,a liability balance of$ remained with respect thereto. On or before the issuance of the Series 2018 Bonds, the District will pay to the developer$ pursuant to the to be entered into between the developer and the District in full satisfaction of the remaining balance of such deferred cost and there will no longer be a deferred cost liability with respect to the 2005 Project. 6 DESCRIPTION OF THE SERIES 2018 BONDS The Series 2018 Bonds are issuable as fully registered bonds,without coupons,in denominations of$5,000 or any multiple thereof,will be dated their date of issuance and delivery to the initial purchasers thereof and will bear interest payable on each May 1 and November 1, commencing November 1, 2018 (each, an"Interest Payment Date"),which shall be computed on the basis of a 360-day year of twelve 30- day months. The Series 2018 Bonds will mature on May 1 of such years, in such amounts and at such rates as set forth on the inside cover page of this Official Statement. If any Interest Payment Date is not a Business Day, then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date,but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Registered Owner thereof at the close of business on the regular record date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date, provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture, the payment of interest and principal or Redemption Price shall be made by the Paying Agent to such person, who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen(15)and not less than ten(10)days prior to the date of such proposed payment,appears on the registration books of the Bond Registrar as the Registered Owner of such Series 2018 Bond. Any payment of principal or Redemption Price shall be made in accordance with DTC practices as long as the Series 2018 Bonds are held in book-entry form. Payment of interest shall be made by check or draft (or by wire transfer to the Registered Owner if such owner requests payment by wire transfer in writing on or prior to the regular record date for the respective interest payment to such account as shall be specified in such request, but only if the Registered Owner owns not less than $1,000,000 in aggregate principal amount of the Series 2018 Bonds or all of the then Outstanding Series 2018 Bonds. Interest on the 2018 Bonds will be computed on the basis of a 360-day year of twelve 30-day months. During any period that any Series 2018 Bond is registered in the name of Cede & Co., as nominee of DTC, the provisions of the Third Supplement relating to the book-entry only system shall apply,including,the payment provisions thereof. Each Series 2018 Bond shall bear interest from the most recent Interest Payment Date to which interest has been paid or provided for,or,if no interest has been paid,from the Dated Date. The Series 2018 Bonds will initially be registered in the name of Cede&Co.as nominee for DTC, which will act initially as securities depository for the Series 2018 Bonds and, so long as the Series 2018 Bonds are held in book-entry-only form, Cede & Co. will be considered the Registered Owner for all purposes of the Indenture. See "-Book-Entry Only System" below for more information about DTC and its book-entry only system. Redemption Provisions Optional Redemption of Series 2018A-1 Bonds. The Series 2018A-1 Bonds are subject to optional redemption at the option of the District prior to maturity,in whole or in part at any time on or after May 1, 20 , at the Redemption Price of 100% of the principal amount of the Series 2018A-2 Bonds to be redeemed together with accrued interest to the redemption date. 7 III Mandatory Redemption of Series 2018A-1 Bonds. The Series 2018A-1 Bonds maturing on May 1, 20 are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2018A-1 Sinking Fund Account established under the Third Supplement in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the redemption date on May 1 of the years and in the principal amounts set forth below: Year Principal (May 1) Amount * * Final Maturity The Series 2018A-1 Bonds maturing on May 1, 20 are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2018A-1 Sinking Fund Account established under the Third Supplement in satisfaction of applicable Amortization Installments at the Redemption Price of 100%of the principal amount thereof,without premium,plus accrued interest to the Redemption Date,on May 1 of the years and in the principal amounts set forth below: Year Principal (May 1) Amount * * Final Maturity As more particularly set forth in the Indenture, any Series 2018A-1 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of such Series 2018A-1 Bonds. Amortization Installments are also subject to recalculation, as provided in the Third Supplement, as the result of the redemption of Series 2018A-1 Bonds, other than from scheduled Amortization Installments so as to reamortize the remaining Outstanding principal balance of the applicable Series 2018A-1 Bonds,as set forth in the Third Supplement. Extraordinary Mandatory Redemption in Whole or in Part of Series 2018A-2 Bonds. The Series 2018A-1 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Interest Payment Date,and if in part by lot in the manner determined by the Bond Registrar and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof,without premium, plus accrued interest to the redemption date,if and to the extent that moneys are transferred to the Prepayment Subaccount of the 2018 Redemption Account following the Prepayment of Series 2018 Assessments and when the amount on deposit in the 2018 Reserve Account, 8 together with other moneys available therefor,are sufficient to pay and redeem all the Series 2018 Bonds then Outstanding as provided in the Third Supplement. The Series 2018A-1 Bonds are subject to redemption from amounts deposited into the Prepayment Subaccount on a pro rata basis with such redemption of the Series 2018A-2 Bonds determined by the ratio of the principal amount of Series 2018A-1 Bonds and Series 2018A-2 Bonds Outstanding divided by the aggregate principal amount of all 2018 Bonds Outstanding. And within the 2018 Bonds on a pro rata basis calculated by the District determined by the ratio of the Outstanding principal amount of each maturity of such Series 2018 Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount Outstanding of such Series 2018 Bonds. No Optional Redemption of Series 2018A-2 Bonds. The Series 2018A-2 Bonds are not subject to optional redemption at the option of the District prior to maturity. Mandatory Redemption in Part of Series 2018A-2 Bonds. The Series 2018A-2 Bonds maturing on May 1, 20_are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2018A-2 Sinking Fund Account established under the Third Supplement in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, on May 1 of the years and in the principal amounts set forth below: Year Principal (May 1) Amount * Final Maturity As more particularly set forth in the Indenture, any Series 2018A-2 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be canceled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2018A-2 Bonds. Amortization Installments are also subject to recalculation, as provided in the Third Supplement, as the result of the redemption of Series 2018A-2 Bonds, other than from scheduled Amortization Installments,so as to reacnortize the remaining Outstanding principal balance of the Series 2018A-2 Bonds as set forth in the Third Supplement. Extraordinary Mandatory Redemption in Whole or in Part of Series 2018A-2 Bonds. The Series 2018A-2 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Interest Payment Date,and if in part by lot in the manner determined by the Bond Registrar and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof,without premium, plus accrued interest to the redemption date,if and to the extent that moneys are transferred to the Prepayment Subaccount of the 2018 Redemption Account following the Prepayment of Series 2018 Assessments and when the amount on deposit in the 2018 Reserve Account, together with other moneys available therefor are sufficient to pay and redeem all the Series 2018 Bonds 9 then Outstanding as provided in the Third Supplement and from excess amount on deposit in the 2018 Acquisition and Construction Account as provided in the Third Supplement. The Series 2018A-2 Bonds are subject to redemption from amounts deposited into the Prepayment Subaccount on a pro rata basis with such redemption of the Series 2018A-1 Bonds determined by the ratio of the principal amount of Series 2018A-2 Bonds and Series 2018A-1 Bonds Outstanding divided by the aggregate principal amount of all 2018 Bonds Outstanding and within each Series of 2018 Bonds on a pro rata basis calculated by the District determined by the ratio of the Outstanding principal amount of each maturity of such Series of 2018 Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount Outstanding of such Series of 2018 Bonds. If less than all of the Series 2018 Bonds of a Series shall be called for redemption, the particular Series 2018 Bonds or portion of Series 2018 Bonds of a Series to be redeemed shall be selected by lot by the Bond Registrar as provided in the Indenture. Notice of Redemption Notice of each redemption of Series 2018 Bonds is required to be mailed by the Bond Registrar, postage prepaid,not less than thirty (30)nor more than forty-five(45)days prior to the redemption date to each Registered Owner of Series 2018 Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Bond Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Indenture, the Series 2018 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 Series 2018 Bonds or such portions thereof on such date, interest on such Series 2018 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2018 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 Series 2018 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar 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 any other provisions contained in the Indenture,notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice. Book-Entry Only System The information in this caption concerning The Depository Trust Company, New York, New York, ("DTC")and DTC's book-entry system has been obtained from DTC and neither the District nor the Underwriter makes any representation or warranty or takes any responsibility for the accuracy or completeness of such information. 10 DTC will act as securities depository for the Series 2018 Bonds. The Series 2018 Bonds will be issued as fully-registered bonds 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 bond certificate will be issued for each maturity of the Series 2018 Bonds 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(the"Direct Participants")deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales arid 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 (the "Indirect Participants"). DTC has a Standard and 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 the Series 2018 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such Series 2018 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2018 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 2018 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2018 Bonds, except in the event that use of the book-entry system for the Series 2018 Bonds is discontinued. To facilitate subsequent transfers, all Series 2018 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 Series 2018 Bonds with DTC and their registration in the name of Cede&Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2018 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2018 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping an 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 11 Owners will be governed by arrangements made among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 2018 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such Series 2018 Bonds,as the case may be, to be redeemed. Neither DTC nor Cede& Co. (nor any other DTC nominee)will consent or vote with respect to the Series 2018 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 2018 Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Series 2018 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 Registrar on the 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, the Registrar 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 dividend 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 for the Series 2018 Bonds. 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 the Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2018 Bonds at any time by giving reasonable notice to the District. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2018 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 2018 Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the District believes to be reliable,but takes no responsibility for the accuracy thereof. NEITHER THE DISTRICT NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE SERIES 2018 BONDS.THE DISTRICT CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC,THE DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE SERIES 2018 BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR 12 PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL, ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2018 BONDS General The Series 2018 Bonds are payable from and secured solely by the 2018 Pledged Revenues and the 2018 Pledged Funds and Accounts. The 2018 Pledged Revenues are the revenues derived by the District from the 2018 Assessments. The Indenture defines the 2018 Assessments as all assessments levied and collected by or on behalf of the District pursuant to Section 190.022 of the Act as amended from time to time, together with the interest specified by resolution adopted by the Governing Body, the interest specified in Chapter 170 Florida Statutes,as amended,if any such interest is collected by or on behalf of the Governing Body,and any applicable penalties collected by or on behalf of the District, together with any and all amounts received by the District from the sale of tax certificates or otherwise from the collection of Delinquent Assessments (as defined in the Indenture) and which are pledged to the Series 2018 Bonds. The 2018 Assessments represent an allocation of the costs of the 2005 Project and the Series 2018 Project, including bond financing costs, to the lands within the District benefiting from the Series 2018 Project in accordance with the Assessment Report. The Assessment Report is attached as APPENDIX D hereto. NEITHER THE SERIES 2018 BONDS NOR THE INTEREST AND PREMIUM,IF ANY,PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THE SERIES 2018 BONDS AND THE INTEREST AND PREMIUM, IF ANY,PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE.NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE SERIES 2018 BONDS. DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE SERIES 2018 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2018 PLEDGED REVENUES AND THE 2018 PLEDGED FUNDS AND ACCOUNTS PLEDGED TO THE SERIES 2018 BONDS,ALL AS PROVIDED IN THE INDENTURE. Parity Bonds Pursuant to the Indenture, the District has covenanted that so long as there are any 2018 Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the 2018 Trust Estate. 13 Reserve Fund 2018 Reserve Account. The Indenture establishes a 2018 Reserve Account within the Reserve Fund for the benefit of all Series 2018 Bonds without distinction to any Series 2018 Bonds and without privilege or priority of one Series 2018 Bond over another. The 2018 Reserve Account will be established in an amount equal to the 2018 Reserve Account Requirement. The 2018 Reserve Account Requirement is defined as 50% of the Maximum Annual Debt Service Requirement for the Series 2018 Bonds as determined from time to time. The Series 2018 Reserve Account will either be fully funded in cash from proceeds of the Series 2018 Bonds, fully satisfied by the deposit of the Reserve Policy,or partially funded in cash and partially satisfied by the deposit of the Reserve Policy. The District will make the determination whether to fund the Series 2018 Reserve Account from cash or the deposit of the Reserve Policy, or a combination of both cash and the Reserve Policy, at the time the Series 2018 Bonds are marketed. See "POTENTIAL RESERVE POLICY"herein. Amounts on deposit in the 2018 Reserve Account shall be used for the purpose of making payments into the applicable 2018 Interest Account and 2018 Sinking Fund Account to pay Debt Service on the Series 2018 Bonds,when due,without distinction as to Series 2018 Bonds and without privilege or priority of one Bond over another, to the extent the moneys on deposit in such Accounts therein and available therefore are insufficient for such purpose. Upon the occurrence of any deficiency in the Series 2018 Interest Account,a Series 2018 Principal Account or Series 2018 Sinking Fund Account, and the 2018 Reserve Account is then funded with the Reserve Policy, the Trustee shall, on an Interest Payment Date or principal payment date or mandatory redemption date to which such deficiency relates, draw upon the Reserve Policy an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of the Reserve Policy and any corresponding reimbursement or other agreement governing the Reserve Policy;provided,however,that if at the time of such deficiency the 2018 Reserve Account is only partially funded with the Reserve Policy, prior to drawing on the Reserve Policy the Trustee shall first apply any cash and securities on deposit in the Series 2018 Reserve Account to remedy the deficiency and, if after such application a deficiency still exists, the Trustee shall make up the balance of the deficiency by drawing on the Reserve Policy. Any amounts drawn under the Reserve Policy shall be reimbursed to the Insurer in accordance with the terms and provisions of the reimbursement related to the Reserve Policy. If a disbursement is made from the Reserve Policy,the Issuer shall be obligated to either reinstate the maximum limits of such Reserve Policy immediately following such disbursement or to deposit into the Series 2018 Reserve Account, as provided in the Indenture for restoration of withdrawals from the Series 2018 Reserve Account,funds in the amount of the disbursement made under the Reserve Policy. The Trustee,on or before the forty-fifth day (or if such day is not a Business Day,on the Business Day next preceding such day) next preceding each Interest Payment Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2018 Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit into such account as provided in this section. The Trustee as soon as practical after such computation shall transfer any surplus (including any surplus resulting from investment earnings) into the Prepayment 14 Subaccount of the 2018 Redemption Account and applied to the extraordinary mandatory redemption of the Series 2018 Bonds,as provided therein. On the earliest date on which there is on deposit in the 2018 Reserve Account sufficient amounts, and,taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2018 Bonds,together with accrued interest and redemption premium,if any,on such Series 2018 Bonds to the earliest date of redemption permitted therein and herein, then the Trustee shall transfer the amount on deposit in the 2018 Reserve Account into the Prepayment Subaccount to pay and redeem all of the Outstanding Series 2018 Bonds on the earliest date permitted for redemption therein and herein. Deposit and Application of 2018 Pledged Revenues The Trustee shall,except as provided below or otherwise provided in the Indenture, deposit the 2018 Pledged Revenues to the 2018 Revenue Account and any other amounts or payments specifically designated by the District pursuant to a written direction for said purpose. The 2018 Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. On or before the forty-fifth day (or if such day is not a Business Day, on the Business Day next preceding such day)next preceding each Interest Payment Date, the Trustee shall determine the amount on deposit in the Prepayment Subaccount of the 2018 Redemption Account,and, if the balance therein is greater than zero,shall transfer,but only after determining that following such transfer sufficient moneys will remain in the 2018 Revenue Account to meet the obligations described in FIRST through THIRD below on the immediately following May 1 or November 1, as applicable, from the 2018 Revenue Account, for deposit into the Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to the next integral multiple of $5,000, and, shall thereupon give notice and cause the extraordinary mandatory redemption of Series 2018 Bonds on the next succeeding Interest Payment Date in the maximum aggregate principal amount for which moneys are then on deposit in such Prepayment Subaccount in accordance with the provisions for extraordinary redemption of Series 2018 Bonds as set forth therein. At least five (5) Business Days prior to each May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such date), the Trustee shall transfer from amounts on deposit in the 2018 Revenue Account to the Funds and Accounts designated below, the following amounts in the following order of priority(payments into the 2018A-1 Interest Account and the 2018A-2 Interest Account shall be on a parity and payments to the 2018A-1 Sinking Fund Account and the 2018A-2 Sinking Fund Account shall be on parity)and apply such amounts as provided below: FIRST, to the 2018A-1 Interest Account and the 2018A-2 Interest Account of the Debt Service Fund, an amount equal to the amount of interest payable on all Series 2018 Bonds then Outstanding on such May 1 or November 1, less any amount already on deposit in the 2018 Interest Account not previously credited; SECOND, on each May 1 beginning May 1, 2019 to the 2018A-1 Sinking Fund Account and the 2018A-2 Sinking Fund Account an amount equal to the principal amount of 2018A-1 Serial Bonds maturing on such May 1 or an amount equal to the Amortization Installments of 2018 Term Bonds due on such May 1,less any amount already on deposit in such Sinking Fund Account not previously credited; 15 THIRD,to the 2018 Reserve Account,the amount,if any,which is necessary to make the amount on deposit therein equal to the 2018 Reserve Account Requirement;and FOURTH,the balance shall be retained in the 2018 Revenue Account. If these are not sufficient amounts on deposit in the 2018 Revenue Account to make all of the transfers required by First and/or Second above, available amounts shall be applied on a pro rata basis based on the amounts scheduled to be deposited to the accounts for which there are insufficient funds to pay the scheduled amounts. Investments Amounts in all of the Funds and Accounts held as security for the Series 2018 Bonds shall be invested only in 2018 Investment Obligations,and earnings on investments in the 2018 Costs of Issuance Account,the 2018 Interest Accounts,the 2018 Sinking Fund Accounts,the 2018 Revenue Account and the Prepayment Subaccount shall be deposited, as realized, to the credit of the 2018 Revenue Account and used for the purpose of such Account. Earnings on investments in the 2018 Reserve Account (to the extent there is a surplus in such 2018 Reserve Account) shall be applied as described under "Reserve Fund"above and otherwise shall remain on deposit in the 2018 Reserve Account. Enforcement of Payment of Assessments The District has covenanted in the Indenture to assess, levy, collect or cause to be collected and enforced the payment of Assessments in the manner prescribed by the Indenture and all resolutions, ordinances or laws thereunto appertaining at the times and in the amounts as shall be necessary to pay, when due, the principal of and interest on the Bonds to which such Assessments are pledged; and to pay or cause to be paid the proceeds of such Assessments in accordance with the provisions of the Indenture. Covenant Regarding Collection of Assessments The Indenture provides that the Series 2018 Assessments will he collected by the District through the Uniform Method (as hereinafter defined). However, the District is not precluded from using any other available method. Prepayment of Assessments Pursuant to the terms of the Act, the owner of property subject to Assessments may pay the entire balance of the Assessment remaining due, without interest, within thirty (30) days after the Series 2018 Project has been completed and the Board of Supervisors has adopted a resolution accepting the Series 2018 Project as provided by Florida Statutes,Section 170.09. Pursuant to the terms of the Assessment Proceedings, subsequent to thirty (30) days after completion and acceptance of the Series 2018 Project, the owner of property subject to Assessments may prepay the entire remaining balance of the Assessment at any time, or a portion of the remaining balance of the Assessment one time if there is also paid, in addition to the prepaid principal balance of the Assessment, an amount equal to the interest that would otherwise be due on such prepaid amount on the next succeeding Interest Payment Date for the Series 2018 Bonds, or, if 16 prepaid during the forty-five (45) day period preceding such Interest Payment Date, to the Interest Payment Date following such next succeeding Interest Payment Date. The Series 2018 Bonds are subject to extraordinary mandatory redemption from Prepayments as indicated under "DESCRIPTION OF THE SERIES 2018 BONDS - Redemption Provisions." The prepayment of Assessments does not entitle the owner of the property to a discount for early payment. Re-Assessment Pursuant to the Indenture, if any Assessments shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or the District shall be satisfied that any such Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Assessment when it might have done so, the District shall either: (i) take all necessary steps to cause a new Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement; or (ii) in its sole discretion, make up the amount of such Assessment from legally available moneys. In case any such subsequent Assessment shall also be annulled, the District shall obtain and make other Assessments until a valid Assessment shall be made. The Insurer Deemed Owner of Insured Bonds for Certain Purposes under the Indenture For so long as the Bond Insurance Policy is in force and effect with respect to the Insured Bonds and the Insurer is not in default under the Bond Insurance Policy, the Insurer shall be deemed to be the Owner of all of the Outstanding Insured Bonds for purposes of controlling any rights and remedies upon the occurrence of any Event of Default and for purposes of consenting to any amendments to the Indenture relating to the Insured Bonds other than amendments which affect the interest rates, redemption provisions, maturity dates, or priority of lien of one Insured Bond over any other Insured Bond. Enforcement and Collection of Series 2018 Assessments The primary sources of payment for the Series 2018 Bonds are the Series 2018 Assessment Revenues received by the District from the Series 2018 Assessments imposed on each landowner within the District which is specially benefited as described in the Assessment Report and has not prepaid the Series 2018 Assessment. To the extent that landowners fail to pay such Series 2018 Assessments, delay payments, or are unable to pay Series 2018 Assessments, the successful pursuit of collection procedures available to the District is essential to continued payment of principal of and interest on the Series 2018 Bonds. The Act provides for various methods of collection of delinquent assessments by reference to other provisions of the Florida Statutes.See"ENFORCEMENT OF ASSESSMENT COLLECTIONS"herein for a summary of Series 2018 Assessment payment and collection procedures appearing in the Florida Statutes. Anything in the Indenture to the contrary notwithstanding but subject to the sentence immediately succeeding,Series 2018 Assessments levied on platted lots and pledged under the Indenture to secure the Series 2018 Bonds shall be collected by the Collier County Tax Collector pursuant to the uniform method for the collection of special assessments set forth in the Act(the"Uniform Method"). To the extent the District is not able to collect such Series 2018 Assessments pursuant to the Uniform Method, or to the extent the District determines that it is not in its best interest to use the Uniform 17 Method, with the consent of the Insurer, the District may elect to collect and enforce such Series 2018 Assessments pursuant to any then available and commercially reasonable method under the Act,Chapter 170,Florida Statutes,Chapter 197,Florida Statutes,or any successor statutes thereto. THERE CAN BE NO ASSURANCE THAT ANY SALE, PARTICULARLY A BULK SALE, OF LAND SUBJECT TO DELINQUENT ASSESSMENTS WILL PRODUCE PROCEEDS SUFFICIENT TO PAY THE FULL AMOUNT OF SUCH DELINQUENT ASSESSMENTS PLUS OTHER DELINQUENT TAXES AND ASSESSMENTS APPLICABLE THERETO. Prepayment Pursuant to the terms of applicable state law, any owner of property subject to the Series 2018 Assessments may, at its option, require the District to release and extinguish the lien upon its property by virtue of the levy of the Series 2018 Assessments that relate to the Series 2018 Bonds by paying to the District the entire amount of such Series 2018 Assessment on such property, plus accrued interest to the next succeeding Interest Payment Date (or the second succeeding Interest Payment Date if such prepayment is made within forty(40)calendar days before an Interest Payment Date),attributable to the property subject to the Series 2018 Assessment owned by such owner. Upon receipt of any such moneys from the District, the Trustee shall immediately deposit the same into the Series 2018 Prepayment Subaccount of the Series 2018 Redemption Account, and such funds are to be applied to the redemption of Series 2018 Bonds in accordance with the terms of the Indenture.See"DESCRIPTION OF THE SERIES 2018 BONDS-Redemption Provisions"herein. [Additional Covenant of the District Regarding Special Assessments The District covenants in the Indenture to comply with the terms of the proceedings adopted with respect to the Series 2018 Assessments,including the Methodology Report,and to levy the Series 2018 Assessments, in accordance with such proceedings and in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2018 Bonds,when due. The Methodology Report shall not be amended in a manner that will or is likely to have a material adverse effect on the interests of the Owners of the Series 2018 Bonds without the written consent of the Owners of a majority in aggregate principal amount of the Series 2018 Bonds.) [WILL THIS BE ADDED TO SUPPLEMENT?) POTENTIAL BOND INSURANCE In the event that the District elects to purchase the Bond Insurance Policy for all or a portion of the 2018 Bonds (the "Insured Bonds"), the following information regarding the Bond Insurance Policy and the Insurer will apply to such Insured Bonds. The Bond Insurance Policy Concurrently with the issuance of the Series 2018 Bonds, the Insurer may issue the Bond Insurance Policy for the Insured Bonds. The Bond Insurance Policy guarantees the scheduled payment of principal of and interest on the Insured Bonds when due as set forth in the form of the SPECIMEN MUNICIPAL BOND INSURANCE POLICY included as APPENDIX G to this Official Statement. 18 The Bond Insurance Policy is not covered by any insurance security or guaranty fund established under New York,California,Connecticut or Florida insurance law. Assured Guaranty Municipal Corp. AGM is a New York domiciled financial guaranty insurance company and an indirect subsidiary of Assured Guaranty Ltd. ("AGL"),a Bermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol "AGO". AGL, through its operating subsidiaries, provides credit enhancement products to the U.S. and global public finance, infrastructure and structured finance markets. Neither AGL nor any of its shareholders or affiliates,other than AGM,is obligated to pay any debts of AGM or any claims under any insurance policy issued by AGM. AGM's financial strength is rated"AA"(stable outlook)by S&P Global Ratings,a business unit of Standard&Poor's Financial Services LLC ("S&P"), "AA+" (stable outlook)by Kroll Bond Rating Agency, Inc. ("KBRA") and "A2" (stable outlook)by Moody's Investors Service, Inc. ("Moody's"). Each rating of AGM should be evaluated independently. An explanation of the significance of the above ratings may be obtained from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any security, and such ratings are subject to revision or withdrawal at any time by the rating agencies, including withdrawal initiated at the request of AGM in its sole discretion. In addition, the rating agencies may at any time change AGM's long-term rating outlooks or place such ratings on a watch list for possible downgrade in the near term. Any downward revision or withdrawal of any of the above ratings,the assignment of a negative outlook to such ratings or the placement of such ratings on a negative watch list may have an adverse effect on the market price of any security guaranteed by AGM. AGM only guarantees scheduled principal and scheduled interest payments payable by the issuer of bonds insured by AGM on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the relevant insurance policy), and does not guarantee the market price or liquidity of the securities it insures, nor does it guarantee that the ratings on such securities will not be revised or withdrawn. Current Financial Strength Ratings On January 23, 2018, KBRA issued a financial guaranty surveillance report in which it affirmed AGM's insurance financial strength rating of"AA+" (stable outlook). AGM can give no assurance as to any further ratings action that KBRA may take. On June 26, 2017, S&P issued a research update report in which it affirmed. AGM's financial strength rating of"AA"(stable outlook). AGM can give no assurance as to any further ratings action that S&P may take. On August 8,2016, Moody's published a credit opinion affirming its existing insurance financial strength rating of"A2" (stable outlook) on AGM. AGM can give no assurance as to any further ratings action that Moody's may take. For more information regarding AGM's financial strength ratings and the risks relating thereto, see AGL's Annual Report on Form 10-K for the fiscal year ended December 31,2017. Capitalization of AGM At December 31,2017: 19 (i) the policyholders'surplus of AGM was approximately$2,254 million. (ii) the contingency reserves of AGM and its indirect subsidiary Municipal Assurance Corp. ("MAC") (as described below)were approximately$1,108 million.Such amount includes 100%of AGM's contingency reserve and 60.7%of MAC's contingency reserve. (iii) the net unearned premium reserves of AGM and its subsidiaries (as described below) were approximately $1,657 million. Such amount includes (i) 100% of the net unearned premium reserves of AGM and AGM's wholly owned subsidiaries, Assured Guaranty (Europe) plc, Assured Guaranty (UK) plc, CIFG Europe S.A. and Assured Guaranty (London) plc (together, the "AGM European Subsidiaries") and (ii) 60.7% of the net unearned premium reserve of MAC. The policyholders' surplus of ACM and the contingency reserves and net unearned premium reserves of AGM and MAC were determined in accordance with statutory accounting principles.The net unearned premium reserves of the AGM European Subsidiaries were determined in accordance with accounting principles generally accepted in the United States of America. Incorporation of Certain Documents by Reference Portions of the following document filed by AGL with the Securities and Exchange Commission (the "SEC") that relate to AGM are incorporated by reference into this Official Statement and shall be deemed to be a part hereof: (i) the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (filed by AGL with the SEC on February 23,2018). All consolidated financial statements of AGM and all other information relating to AGM included in,or as exhibits to, documents filed by AGL with the SEC pursuant to Section 13(a)or 15(d)of the Securities Exchange Act of 1934, as amended, excluding Current Reports or portions thereof "furnished" under Item 2.02 or Item 7.01 of Form 8-K, after the filing of the last document referred to above and before the termination of the offering of the Series 2018 Bonds shall be deemed incorporated by reference into this Official Statement and to be a part hereof from the respective dates of filing such documents. Copies of materials incorporated by reference are available over the internet at the SEC's website at hi:t.p://www.sec.:oy., at AGL's website at http://www.assuredguarc3nt,.com, or will be provided upon request to Assured Guaranty Municipal Corp.: 1633 Broadway, New York, New York 10019, Attention: Communications Department (telephone (212) 974-0100). Except for the information referred to above,no information available on or through AGL's website shall be deemed to be part of or incorporated in this Official Statement. Any information regarding AGM included herein under the caption "POTENTIAL BOND INSURANCE" or included in a document incorporated by reference herein (collectively, the "AGM Information") shall be modified or superseded to the extent that any subsequently included AGM Information (either directly or through incorporation by reference) modifies or supersedes such previously included AGM Information. Any AGM Information so modified or superseded shall not constitute a part of this Official Statement,except as so modified or superseded. Miscellaneous Matters 20 AGM makes no representation regarding the Insured Bonds or the advisability of investing in the Insured Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by ACM and presented under the heading "POTENTIAL BOND INSURANCE." POTENTIAL RESERVE POLICY All or a portion of the Series 2018 Reserve Account Requirement may be funded by the deposit of the Reserve Policy to the 2018 Reserve Account. If issued,the Reserve Policy will terminate (on the final maturity date of the Series 2018 Bonds or upon earlier payment in full of the Series 2018 Bonds]. The Reserve Policy, if issued, will be provided by the Insurer and provisions relating to the Reserve Policy will be provided in the Third Supplement. See "POTENTIAL BOND INSURANCE" herein for information regarding the Insurer. In the event the Reserve Policy is not issued, the Series 2018 Reserve Requirement will he funded fully in cash on the date of issuance of the Series 2018 Bonds. MUNICIPAL BOND INSURANCE RISK FACTORS In the event of default in the payment of principal or interest with respect to the Insured Bonds, when all or some becomes due, any owner of the Insured Bonds shall have a claim under the Bond Insurance Policy for such payments. In the event the Insurer is unable to make payment of principal and interest as such payments become due under the Bond Insurance Policy, the Insured Bonds are payable solely from the moneys received pursuant to the Indenture. In the event the Insurer becomes obligated to make payments with respect to the Insured Bonds, no assurance is given that such event will not adversely affect the market price of the Insured Bonds or the marketability (liquidity) for the Insured Bonds. The long-term ratings on the Insured Bonds are dependent in part on the financial strength of the Insurer and its claims paying ability. The Insurer's financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long- term ratings of the Insurer and of the ratings on the Insured Bonds will not be subject to downgrade and such event could adversely affect the market price of the Insured Bonds or the marketability (liquidity) for the Insured Bonds. The obligations of the Insurer are contractual obligations and in an event of default by the Insurer, the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies. THE DISTRICT General The District consists of approximately 687 acres within unincorporated Collier County, Florida. It is located approximately 13 miles northeast of the City of Naples, Florida. The District is a fully built- out gated resort golf course residential development with 1,250 residential units consisting of 252 single 21 family and 998 multifamily units,a golf course,a club house and associated infrastructure,utilities,and a multitude of"lakes"that through an inner-connected system of drainage structures make up the District's stormwater infrastructure. Below is a map of the District: [insert map] Legal Powers and Authority The District is an independent unit of local government created pursuant to and established in accordance with the Act. The Act was enacted in 1980 to provide a uniform method for the establishment of independent districts to manage and finance basic community development services,including capital infrastructure required for community developments throughout the State. The Act provides legal authority for comm unity 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(Sections 190.006 through 190.041,Florida Statutes). Among other provisions, the Act gives the Board the authority to (a) plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain systems and facilities for: (i)water management and control for lands within the District and to connect any of such facilities with roads and bridges; (ii) water supply, sewer and wastewater management 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 and street lights; and (iv)with the consent of the local general-purpose government within the jurisdiction of which the power is to be exercised, parks and facilities for indoor and outdoor recreational uses and security; (b) borrow money and issue bonds of the District; (c) impose and foreclose special assessment 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 he 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 owner of lands of the District to pursue any remedy for enforcement of any lien or pledge of the District in connection with its bonds, including the Series 2018 Bonds. Board of Supervisors The governing body of the District is the Board, which is composed of five Supervisors (the "Supervisors"). The Act provides that, at the initial meeting of the landowners, Supervisors must be elected by the landowners with the two Supervisors receiving the highest number of votes to serve for four years and the remaining Supervisors to serve for a two-year term. Three of the five Supervisors are 22 elected to the Board every two years in November. At such election the two Supervisors receiving the highest number of votes are elected to four-year terms and the remaining Supervisor is elected to a two- year term. Until six(6)years after the initial appointment of Supervisors or the year in which there are at least 250 qualified electors in the District, or such earlier time as the Board may decide to exercise its ad valorem taxing power, the Supervisors are elected by vote of the landowners of 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 and, for purposes of determining voting interests, platted lots shall be counted individually and rounded up to the nearest whole acre and shall not be aggregated for determining the number of voting units held). Six(6)years after the initial appointment of Supervisors or the year in which there are at least 250 qualified electors in the District,the Supervisors whose terms are expiring will be elected (as their terms expire) by qualified electors of the District, except as described below. A qualified elector is a registered voter in the County 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,both to four-year terms. The other Supervisor will be elected by landowners for a four- year term. Thereafter,as terms expire,all Supervisors must be qualified electors and are elected to serve staggered terms. If there is a vacancy on the Board,whether as a result of the resignation or removal of a Supervisor or because no elector qualifies for a seat to be filled in an election, the remaining Board members are to fill such vacancy for the unexpired term. 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. Currently, all Supervisors are qualified electors elected by qualified electors or appointed by the Board. Name Title Term Expires Edwin Hubbard Chairman November 2020 John C.May Vice Chairman November 2018 F.Jack Arcuric Assistant Secretary November 2020 Donna Hunter Assistant Secretary November 2020 Dennis Gagne Assistant Secretary November 2018 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 23 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 Inframark Infrastrucutre Management Services, Fort Myers, Florida, to serve as the District Manager. The District Manager's office is located at 5911 Country Lakes Drive, Fort Myers,Florida 33905,telephone number(239)245-7118. The Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, the District has employed the services of Akerman LLP, Orlando, Florida, as Bond Counsel; and Coleman Yovanovich Koester, P.A., Naples, Florida, as District Counsel. The Board has also retained Inframark Infrastructure Management Services, Fort Myers, Florida, to serve as District Manager and Assessment Consultant and to prepare the Assessment Report. Stormwater Infrastructure The District's stormwater infrastructure consists of 29 onsite lakes totaling approximately 110 acres and one large lake("Lake 30") that is shared with an adjacent residential development(The Quarry) that totals approximately 190 acres. Lake 30 is split into two lakes ("Lake 30A" and "Lake 30B") by Heritage Bay Blvd.;Lake 30A is to the east and Lake 30B is to the west.The stormwater infrastructure is permitted through South Florida Water Management District under permit number 11-02234-P. Amenities All homeowners in the District gain automatic membership in Heritage Bay Golf and Country Club (the "Club"), a Florida not-for-profit corporation, which is owned and managed by the master homeowners association, HB Master Association ("HBMA"). There is no equity or deposit required to become a member. The Club includes a 27 hole Lewis-Azinger designed championship golf course, complete with an aqua driving range and fully stocked golf shop. The clubhouse at the Club houses administrative offices, the main dining and the Grille Room restaurant, a card room, billiards room, men's and ladies locker rooms with saunas and a fully stocked golf shop. Other amenities include a tennis facility with seven lighted, manicured Har-Tru tennis courts with grand stand seating for tournament play, social or charity events and an on-site tennis professional;two lighted Pickeiball courts; a 20,000 square foot fitness center with a full time certified personal trainer;and,a main resort pool with food service at the clubhouse and five satellite pools throughout the District. HB Master Association The HBMA is resident controlled and is responsible for social and recreational aspects of the District as well as managing all common areas. There are 21 sub-associations representing neighborhoods throughout the District. For 2018,the HBMA imposed the following fee schedule: Annual Dues(Heritage Bay Golf and Country Club) $4,121 New Capital Dues 15 Reserve Dues 744 Cable Dues(Basic Cable) 691 Umbrella Dues(for HBMA) 25 Total HBMA Fees(1) $5,596 Per Month(1) $466.33 24 (1) Does not include annual dues for sub-associations. [DISCUSS SUBASSOCIATION DUES] Source: District Manager Prior Defaulted Bonds The District has not defaulted or restructu red any of its prior debt. THE SERIES 2018 ASSESSMENTS The following information has been furnished by the District or the District Manager or was obtained from publicly available sources for inclusion in this Official Statement and,although believed to be reliable, such information has not been independently verified by the Underwriter or its counsel, District Counsel or Bond Counsel. General The Assessment Area encompasses the District and includes 1,250 residential units. The District will levy and collect the Series 2018 Assessments based upon the same methodology as utilized for the Series 2005 Bonds and the Series 2014 Bonds. The Assessment Consultant has stated that the duty per parcel to pay for the special benefits to the property is fairly and reasonably apportioned and does not exceed the ascertained value of the special benefit. [The District may have a significant number of residences owned as second homes or vacation homes. According to the property tax roll for 20_, 847 units in the District have a mailing address other than Naples,Florida, of which are condominium units. This represents approximately 2/3 of the total residential units in the District.] Assessed Value of Land in Assessment Area Based on information obtained from the Collier County Property Appraiser, the total 2018 assessed value for all assessable parcels in the District is approximately$ ,which equates to an overall assessed value to lien ratio for the District of approximately_to 1. Series 2018 Assessments by Product Type The unit mix and average market value of units in the District are as follows: Product Type Number Average Market Value' Executive Single Family Detached 139 $436,792 Classics Single Family Detached 95 $576,542 Classics II Single Family Detached 18 $593,771 Coach Condominium 184 $312,128 2 Story(Veranda) Condominium 364 $243,403 4 Story(Terrace) Condominium 450 $171,752 (1) Source: Assessment Report 25 The maximum annual Series 2018 Assessments and percentage of Series 2018 Assessments by product type are shown below: Series 2018 Assessments Allocation of Series 2018 Bondso) (Years 2018-2029) Proposed Proposed Maximum Maximum Annual Debt Total Assessed Estimated Proposed Principal Annual Debt Service Per Annual Product Type Units Principal Balance Balance Per Unit Service Unit Increase Executive 139 $2,172,933.88 $15,632.62 $321,154.76 52,310.47 $ 816.22 II Classics 95 2,348,386.05 24,719.85 347,086.20 3,653.54 1,290.69 Classics It 18 480,623.40 26,701.30 71,035.06 3,946.39 1,394.14 Coach 184 2,030,400.27 11,034.78 300,088.61 1,630.92 576.16 2 Story 364 3,347,219.90 9,195.66 494,711.61 1,359.10 480.13 4 Story 450 3,310,436.50 7,356.53 489,275.10 1,087.28 384.10 Total Series 2018 2018-2028 Debt 1,250 $13,690,000.00 $2,023,351.35(2) (1) Totals may not foot due to rounding. (2) Per unit assessments include allowance for early payment discount(4%)and collection costs(3.5%). Source: Assessment Report Series 2018 Assessments Allocation of Series 2018 Bonds Debt Servicein (Years 2030-2036) Proposed Proposed Maximum Maximum Annual Debt Increase Total Assessed Estimated Proposed Principal Annual Debt Service Per from Product Type Units Principal Balance Balance Per Unit Service Unit Series 2014 Executive 139 $1,181,701.44 $ 8,501.45 $215,824.12 $1,552.69 3.91% Classics 95 1,277,117,18 13,443.34 233,250.70 2,455.27 3.91% Classics II 18 261,376.27 14,520.90 47,737.36 2,652.08 3.91% Coach 184 1,104,187.73 6,001.02 201,667.13 1,096.02 3.91% 2 Story 364 1,820,310.60 5,000.85 332,458.70 913.35 3.91% 4 Story 450 1,800,306.77 4,000.68 328,805.23 730.68 3.91% Total Series 2018 2030-2036 Debt 1,250 $7,445,000.00 $1,359,743.242) (1) Totals may not foot due to rounding. (2) Per unit assessments include allowance for early payment discount(4%)and collection costs(3.5%). Source: Assessment Report 26 Assessment Collection History The chart below illustrates the collection history of special assessments in the District for the past three fiscal years. Fiscal Year 2017 (Tax Year 2016) Fiscal Year 2016 Fiscal Year 2015 Fiscal Year 2014 (Unaudited) (Tax Year 2015) (Tax Year 2014) (Tax Year 2013) Debt Service Assessments Amount Levied(Net) 51,308,564 $1,308,564 $1,308,564 Amount Collected by April 1 $1,279,357 $1,291,408 $1,282,642 Amount Collected in April 20,674 7,473 19,876 Amount Collected after May 1 8,533 9,683 6,046 Net Amount Collected $1,308,564 $1,308,564 $1,308,564 Initial Collection Rate By April 1 97.8% 98.7% 98.0% By May 1 99.3% 99.3% 99.5% [Source: Need to include source and footnotes explaining why these differ from the audits.] Top Ten Taxpayers The top ten taxpayers in tax year 2017 of the District consist of any ten of the eighteen Classics II homes and collectively represented 2.26%of the total Series 2018 Assessments. Owner Number of Units Total Assessments Percent of Total Bruce Michael Mazer Liv Trust 2 $5,964.01 0.29% Sacco Jr,George J. 2 5,284.46 0.26% Nigro Family Partnership 2 5,033.67 0.25% Morris,Joseph M. 2 4,740.82 0.23% Ellen M.Bradley Rev Trust 2 4,620.94 0.23% One of the Classics II Owners 1 3,946.39 0.20% One of the Classics II Owners l 3,946.39 0.20% One of the Classics II Owners 1 3,946.39 0.20% One of the Classics II Owners 1 3,946.39 0.20% One of the Classics II Owners 1 3,946.39 0.20% Total $45,375.85 2.26% [Source: .1 Overlapping Taxes and Operations and Maintenance Assessments There is currently no overlapping general obligation debt levied on property owned by landowners in the District by the County or the Collier County School Board. However, either Collier 27 County or the School District of Collier County in the future could issue ad valorem tax secured debt that would result in overlapping taxes payable on the property owned by landowners in the District. In addition,public entities whose boundaries overlap those of the District,such as a county,a school board, a municipality and other special districts,could,without the consent of the owners of the land within the Assessment Area,impose additional taxes or assessments on the property within the Assessment Area. In addition to debt service assessments, annual ad valorem taxes as well as non-ad valorem special assessments levied by the District for its operation, maintenance, and administrative functions ("O&M Assessments"). The 2018 certified millage rate for the arca of the County where the District is located is mills.The District's O&M Assessment rates for 2014 through and including 2018 were as follows: Year O&M Assessment/per unit 2018 $357.89 2017 $275.00 2016 $275.00 2015 $200.00 2014 $126.02 (1) [Explain increase from 2017 to 20181 (2) Increase from 2014 to 2015 is attributable to amounts levied to pay debt service on the 2015 Note. ENFORCEMENT OF ASSESSMENT COLLECTIONS General The primary source of payment for the Series 2018 Bonds is the revenues received by the District from the collection of Series 2018 Assessments imposed on certain lands in the District specially benefited by the Series 2018 Project and the Series 2005 Project. See "THE DISTRICT"herein and "APPENDIX D— ASSESSMENT REPORT"attached hereto. The imposition,levy,and collection of Series 2018 Assessments must be done in compliance with the provisions of Florida law. Failure by the District,the Collier County Tax Collector("Tax Collector")or the Collier 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 2018 Assessments during any year. Such delays in the collection of Series 2018 Assessments,or complete inability to collect any Series 2018 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 2018 Bonds. See "BONDOWNERS' RISKS." To the extent that landowners fail to pay the Series 2018 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 2018 Bonds. For the Series 2018 Assessments to be valid, the Series 2018 Assessments must meet two requirements: (1) the benefit to the lands subject to the Series 2018 Assessments must exceed or equal the amount of the Series 2018 Assessments, and (2)the Series 2018 Assessments must be fairly and reasonably allocated across all such benefitted properties. The Assessment Consultant has stated that these requirements have been met with respect to the Series 2018 Assessments. 28 Pursuant to the Act, and the Series 2018 Assessment Proceedings, the District may collect the Series 2018 Assessments through a variety of methods. See "BONDOWNERS' RISKS" and "THE ASSESSMENT AREA" herein and "APPENDIX D - ASSESSMENT REPORT" attached hereto. 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 2018 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 2018 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 2018 Assessments and the ability to foreclose the lien of such Series 2018 Assessments upon the failure to pay such Series 2018 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 2018 Assessments. See"BONDOWNERS'RISKS." Certain mortgage lenders have, in recent foreclosure suits brought under Chapter 170, Florida Statutes, by community development districts, plead a defense stating that a foreclosing district must abide by the same one (1) year period as Chapter 173, Florida Statutes, in order to begin foreclosure proceedings. The defense is, apparently, based upon recent amendments to Section 190.026, Florida Statutes, where, in an apparent attempt to clarify that not only Chapter 173, Florida Statutes, was available to districts for foreclosure, but that also Chapter 170, Florida Statutes, was available, that statute's language became less clear regarding the inapplicability of the one (1) year waiting period for districts employing Chapter 170, Florida Statutes. '1'o the extent that community development districts have taken a position on this, they have generally asserted that the one (1)year waiting period does not apply to Chapter 170,and at least one(1)Circuit Court has agreed. Uniform Method Procedure Subject to certain conditions, and for developed lands, the District may alternatively elect to collect the Series 2018 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 2018 Assessments to be levied and then collected in this manner. 29 • If the Uniform Method of collection is used, the Series 2018 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 2018 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 2018 Assessments. All Taxes and Assessments are payable at one time,except for partial payment schedules as may be provided by Florida law such as Sections 197.374 and 197.222,Florida Statutes. Partial payments made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all taxing districts and levying authorities applicable to that account. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. Therefore, in the event the Series 2018 Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item, would cause the Series 2018 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 2018 Bonds. Under the Uniform Method,if the Series 2018 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 2018 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 2018 Assessments, (2)that future landowners and taxpayers in the District will pay such Series 2018 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 Series 2018 Assessment Proceedings to discharge the lien of the Series 2018 Assessments and all other liens that are coequal therewith. Collection of delinquent Series 2018 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 2018 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 the cost of advertising and the applicable interest charge on the amount of such delinquent Taxes and Assessments. 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,penalties and interest thereon and certain costs, 30 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,costs and a fee. Proceeds from the sale of tax certificates are required to be used to pay Taxes and Assessments (including the Series 2018 Assessments), interest, costs and charges on the real property described in the certificate. 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(unless full payment for a tax deed is made to the clerk of court, including documentary stamps and recording fees), at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, and charges due. Regardless of the interest rate actually borne by the certificates, persons redeeming tax certificates must pay a minimum interest rate of 5%, unless the rate borne by the certificates is zero percent. The proceeds of such a redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is canceled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County,as described above. Any holder, other than the County, of a tax certificate that has not been redeemed has seven years from the date of issuance of the tax certificate during which to act against the land that is the subject of the tax certificate. After an initial period ending two years from April 1 of the year of issuance of a certificate, during which period actions against the land are held in abeyance to allow for sales and redemptions of tax certificates, and before the expiration of seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject land. The applicant is required to pay to the Tax Collector at the time of application all amounts required to redeem or purchase all other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due(as well as any costs of resale, if applicable). If the County holds a tax certificate on property valued at$5,000 or more and has not succeeded in selling it, the County must apply for a tax deed two years after April 1 of the year of issuance of the certificate. 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 the amount paid by such holder in applying 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. 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,and all other amounts paid by 31 such person in applying for a tax deed, 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 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 may, at any time within ninety (90)days from the date of offering for public sale, purchase the land without further notice or advertising for a statutorily prescribed opening bid. After ninety(90)days have passed,any person or 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 of delinquency, unsold lands escheat to the County in which they are located and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the governing board of such County. There can be no guarantee that the Uniform Method will result in the payment of Series 2018 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 2018 Assessments, which are the primary source of payment of the Series 2018 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" herein. BONDOWNERS'RISKS There are certain risks inherent in an investment in bonds secured by special assessments issued by a public authority or governmental body in the State of Florida. Certain of such risks are associated with the Series 2018 Bonds offered hereby and are set forth below. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2018 Bonds and prospective purchasers are advised to read this Official Statement, including all appendices hereto,in its entirety to identify investment considerations relating to the Series 2018 Bonds. Prospective investors in the Series 2018 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 2018 Bonds and have the ability to bear the economic risks of such prospective investment,including a complete loss of such investment. Limited Pledge The principal security for the payment of the principal of and interest on the Series 2018 Bonds is the timely collection of the Series 2018 Assessments. Recourse for the failure of any landowner to pay the 32 Series 2018 Assessments, or otherwise fail to comply with its obligations, is limited to the collection proceedings against the land, which proceedings differ depending on whether the Series 2018 Assessments are being collected pursuant to the Uniform Method of Collection or by the District. The Series 2018 Assessments do not constitute a personal indebtedness of the landowners, but are secured only by a lien on the land in the Assessment Area. The District has not granted,and may not grant under Florida law, a mortgage or security interest on any land subject to the Series 2018 Assessments. Furthermore, the District has not pledged the revenues, if any, from the operation of any portion of the Series 2018 Project or the Series 2005 Project as security for, or a source of payment of, the Series 2018 Bonds.Several mortgage lenders have in the past,raised legal challenges to the primacy of liens similar to those of the Series 2018 Assessments in relation to the liens of mortgages burdening the same real property. There can be no assurance that mortgage lenders will not challenge the priority of the lien status of the Series 2018 Assessments in the event that actions are taken to foreclose on any property in the Assessment Area. Bankruptcy and Related Risks The various legal opinions to be delivered concurrently with the delivery of the Series 2018 Bonds (including Bond Counsel's approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy,reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. Under existing constitutional and statutory law and judicial decisions;in the event of the institution of bankruptcy or similar proceedings with respect to any landowner,the remedies specified by federal,state and local law and in the Indenture and the Series 2018 Bonds, including,without limitation,enforcement of the obligation to pay the Series 2018 Assessments may not be readily available or may be limited. Bankruptcy can also affect the ability of(1)the landowner being able to pay the Series 2018 Assessments;(2)the Tax Collector being able to sell tax certificates related to land owned by a landowner in bankruptcy,to the extent the Uniform Method of Collection is being utilized for collecting the Series 2018 Assessments, and(3)the inability,of the District to foreclose the lien of the Series 2018 Assessments not being collected by the Uniform Method of Collection. Any such adverse effect,either partially or fully,on the ability to enforce such remedies could have a material adverse effect on the District's ability to make the full or punctual payment of debt service on the Series 2018 Bonds. Delay and Discretion Regarding Remedies The remedies available to the owners of the Series 2018 Bonds are in many respects dependent upon judicial actions which are often subject to discretion and delay.In addition to legal delays that could result from bankruptcy, the ability of the District to enforce collection of delinquent Series 2018 Assessments will be dependent upon various factors, including the delay inherent in any judicial proceeding and the value of the land which is the subject of such proceedings and which may be subject to sale. In addition, if the District commences a foreclosure action against a landowner for nonpayment of Series 2018 Assessments, such landowner might raise affirmative defenses to such foreclosure action, which affirmative defenses could result in delays in completing the foreclosure action. Limitation on Funds Available to Exercise Remedies In the event of a default by a landowner in payment of Series 2018 Assessments,if the Series 2018 Assessments are not collected under the Uniform Method, the District is required under the Indenture to fund the costs of foreclosure. It is possible that the District will not have sufficient funds therefor and will 33 be compelled to request the owners of the Series 2018 Bonds to allow funds on deposit under the Indenture to be used to pay such costs. Under the Code, there are limitations on the amount of Series 2018 Bond proceeds that can be used for such purposes. As a result, there may be insufficient funds for the exercise of remedies. Determination of Land Value upon Default To the extent that any portion of the Series 2018 Assessments are being collected by the Uniform Method, the ability of the Tax Collector to sell tax certificates, and to the extent that any portion of the Series 2018 Assessments are not being collected by the Uniform Method of Collection, the ability of the District to sell land upon foreclosure,both will be dependent upon various factors,including the interest rate which can be earned by ownership of such certificates and the value of the land which is the subject of such certificates and which may be subject to sale at the demand of the certificate holder after two years. The determination of the benefits to be received by the benefitted land within the District as a result of implementation and development of the Series 2018 Project is not indicative of the realizable or market value of the land,which value may actually be higher or lower than the assessment of benefits. In other words,the value of the land could potentially be ultimately less than the debt secured by the Series 2018 Assessments associated with it. To the extent that the realizable or market value of the land is lower than the assessment of benefits,the ability of the Tax Collector to sell tax certificates relating to such land, or the District to sell such land upon foreclosure, may be adversely affected. Such adverse effect could render the District unable to collect Delinquent Assessments, if any, and could negatively impact the ability of the District to make the full or punctual payment of debt service on the Series 2018 Bonds. Landowner Challenge of Assessed Valuation Florida law provides a procedure whereby a taxpayer may contest a "tax assessment." It is unclear whether this procedure applies to non-ad valorem assessments such as the Series 2018 Assessments and there are judicial decisions that support both views. Under the procedure, a taxpayer may bring suit to contest a "tax assessment" if the taxpayer pays the amount of "tax" that the taxpayer admits to owing.Upon the making of such payment, all procedures for the collection of the unpaid taxes are suspended until the suit is resolved. If it is determined that the procedure applies to non-ad valorem assessments such as the Series 2018 Assessments, it is possible that such a challenge could result in collection procedures for Delinquent Assessments being held in abeyance until the challenge is resolved. This would result in a delay in the collection of the Series 2018 Assessments which could have a material adverse effect upon the ability of the District to timely make full or punctual payment of debt service on the Series 2018 Bonds. If the Series 2018 Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold while the challenge is pending with respect to the Series 2018 Assessments even if the landowner is not contesting the amount of such special assessments. Failure to Comply with Assessment Proceedings The District is required to comply with statutory procedures in levying the Series 2018 Assessments. Failure of the District to follow these procedures could result in the Series 2018 Assessments not being levied or potential future challenges to such levy. 34 Other Taxes The willingness and/or ability of a landowner within the Assessment Area to pay the Series 2018 Assessments could be affected by the existence of other taxes and assessments imposed upon the property. Public entities whose boundaries overlap those of the District,such as a county,a school board, a municipality and other special districts,could,without the consent of the owners of the land within the Assessment Area, impose additional taxes or assessments on the property within the Assessment Area. County, municipal, school and special district taxes and assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on bonds,including the Series 2018 Assessments,are payable at the same time when collected under the Uniform Method. If a taxpayer does not make complete payment, he or she cannot designate specific line items on the tax bill as deemed paid in full. In such case,the Tax Collector does not accept partial payment. Therefore,any failure by a landowner to pay any one line item, whether or not it is the Series 2018 Assessments,would result in such landowner's Series 2018 Assessments to not be collected, which could have a significant adverse impact on the District's ability to make full or punctual payment of debt service on the Series 2018 Bonds. The District may also impose additional assessments which could encumber the property burdened by the Series 2018 Assessments. The District anticipates imposing operation and maintenance assessments encumbering the same property encumbered by the Series 2018 Assessments. In addition, lands within the District are subject to assessments by property and home owner associations. Inadequacy of Reserve Some of the risk factors described herein, which, if materialized, could result in a delay in the collection of the Series 2018 Assessments or a failure to collect the Series 2018 Assessments, but may not affect the timely payment of debt service on the Series 2018 Bonds because of the 2018 Reserve Account established by the District for the Series 2018 Bonds. However, the ability of the District to fund deficiencies caused by delinquent or delayed Series 2018 Assessments is dependent upon the amount, duration and frequency of such deficiencies or delays. If the District has difficulty in collecting the Series 2018 Assessments, the 2018 Reserve Account could be rapidly depleted and the ability of the District to pay debt service could be materially adversely affected. Owners should note that although the Indenture contains a 2018 Reserve Account Requirement for the 2018 Reserve Account, and a corresponding obligation on the part of the District to replenish such 2018 Reserve Account to the 2018 Reserve Account Requirement, the District does not have a designated revenue source for replenishing such 2018 Reserve Account. Moreover, the District will not be permitted to re-assess real property then burdened by the Series 2018 Assessments in order to provide for the replenishment of any 2018 Reserve Account. Moneys on deposit in the 2018 Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys available in such 2018 Reserve Account to make up deficiencies or delays in collection of Series 2018 Assessments. Damage to District from Natural Disasters The value of the lands subject to the Series 2018 Assessments could be adversely affected by flooding or wind damage caused by hurricanes,tropical storms,or other catastrophic events. In addition to potential damage or destruction to any existing development or construction in or near the District, such catastrophic events could potentially render the District lands unable to support the development 35 and construction of the Series 2018 Project. The occurrence of any such events could materially adversely affect the District's ability to collect Series 2018 Assessments and pay debt service on the Series 2018 Bonds. The [Series 2018 Bonds are not insured] and the District's casualty insurance policies do not insure against losses incurred on private lands within its boundaries. Limited Secondary Market The Series 2018 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2018 Bonds in the event an owner thereof determines to solicit purchasers of the Series 2018 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2018 Bonds may be sold. Such price may be lower than that paid by the current owner of the Series 2018 Bonds. Interest Rate Risk;No Rate Adjustment for Taxability The interest rate borne by the Series 2018 Bonds is,in general,higher than interest rates borne by other bonds of political subdivisions that do not involve the same degree of risk as investment in the Series 2018 Bonds. These higher interest rates are intended to compensate investors in the Series 2018 Bonds for the risk inherent in a purchase of the Series 2018 Bonds. However,such higher interest rates,in and of themselves,increase the amount of Series 2018 Assessments that the District must levy in order to provide for payment of debt service on the Series 2018 Bonds, and, in turn, may increase the burden of landowners within the District,thereby possibly increasing the likelihood of non-payment or delinquency in payment of such Series 2018 Assessments. The Indenture does not contain an adjustment of the interest rate on the Series 2018 Bonds in the event of a determination of taxability of the interest thereon. Such a change could occur as a result of the District's failure to comply with tax covenants contained in the Indenture or due to a change in the United States income tax laws. Should interest on the Series 2018 Bonds become includable in gross income for federal income tax purposes, owners of the Series 2018 Bonds will be required to pay income taxes on the interest received on such Series 2018 Bonds and related penalties. Because the interest rate on such Series 2018 Bonds will not be adequate to compensate owners of the Series 2018 Bonds for the income taxes due on such interest, the value of the Series 2018 Bonds may decline. Prospective purchasers of the Series 2018 Bonds should evaluate whether they can own the Series 2018 Bonds in the event that the interest on the Series 2018 Bonds becomes taxable and/or the District is ever determined to not be a political subdivision for purposes of the Code and/or Securities Act. IRS Audit and Examination Risk The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and local governments,including bonds issued by community development districts. There is no assurance that an audit by the IRS of the Series 2018 Bonds will not be commenced. Owners of the Series 2018 Bonds are advised that,if the IRS does audit the Series 2018 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 2018 Bonds may have limited rights to participate in such procedure.* The commencement of such an audit could adversely affect the market value and liquidity of the Series 2018 Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by *Owners of the Series 2018 Bonds are advised to consult with their own tax advisors regarding their rights(if any)with respect to such audit. 36 the IRS with respect to the tax-exempt status of interest on the Series 2018 Bonds,it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. An adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2018 Bonds may adversely impact any secondary market for the Series 2018 Bonds, and, if a secondary market exists, will likely adversely impact the price for which the Series 2018 Bonds may be sold. Tt has been reported that the IRS has recently closed audits of other community development districts in Florida with no change to such districts' bonds' tax exempt status, but has advised such districts that such districts must have public electors within five years of the issuance of tax-exempt bonds 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. There can be no assurance that an audit by the IRS of the Series 2018 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. During recent years, legislative proposals have been introduced in Congress, and in some cases enacted,that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2018 Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2018 Bonds. From time to time,legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2018 Bonds and their market value. No assurance can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the Series 2018 Bonds. In addition, the IRS may, in the future, issue rulings that have the effect of changing the interpretation of existing tax laws. For example,in connection with federal deficit reduction, job creation and tax law reform efforts,proposals have been made and others are likely to be made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the Series 2018 Bonds. There can be no assurance that any such legislation or proposal will be enacted, and if enacted, what form it may take. The introduction or enactment of any such legislative proposals may affect,perhaps significantly,the market price for,or marketability of the Series 2018 Bonds. Florida Village Center TAM The IRS recently concluded its lengthy examination of certain issues of bonds (for purposes of this paragraph, the "Audited Bonds") issued by Village Center Community Development District (the "Village Center CDD"). During the course of the audit of the Audited Bonds, Village Center CDD received a ruling dated May 30, 2013, in the form of a non-precedential technical advice memorandum ("TAM")concluding that Village Center CDD is not a political subdivision for purposes of Section 103(a) of the Code because Village Center CDD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or through another elected state or local government body. Such a conclusion could lead to the further conclusion that the interest on the Audited Bonds was not excludable from gross income of the owners of such bonds for federal income tax purposes. Village Center CDD received a second TAM dated June 17, 2015, which granted relief to Village Center CDD from retroactive application of the IRS's conclusion regarding its failure to qualify as a political subdivision. Prior to the conclusion of the audits, the Audited Bonds were all refunded with 37 taxable bonds. The audit of the Audited Bonds that were issued for utility improvements were closed without change to the tax exempt status of those Audited Bonds on April 25,2016, and the audit of the remainder of the Audited Bonds(which funded recreational amenity acquisitions from entities related to the principal landowner in the Village Center CDD)was closed on July 14,2016,without the IRS making a final determination that the interest on the Audited Bonds in question was required to be included in gross income. However, the IRS letter to the Village Center CDD with respect to this second set of Audited Bonds noted that the Agency found that the Village Center CDD was not a"proper issuer of tax- exempt bonds" and that those Audited Bonds were private-activity bonds that did not fall in any of the categories that qualify for tax-exemption.Although the TAMs and the letters to the Village Center CDD from the IRS referred to above are addressed to,and binding only on,the IRS and Village Center CDD in connection with the Audited Bonds, they reflect the audit position of the IRS, and there can be no assurance that the IRS would not commence additional audits of bonds issued by other community development districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14,2016 letter to the Village Center CDD. Legislative Proposals and State Tax Reform It is impossible to predict what new proposals may be presented regarding ad valorem tax reform and/or community development districts during upcoming legislative sessions,whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. It is impossible to predict with certainty the impact that any pending or future legislation will or may have on the security for the Series 2018 Bonds. Loss of Exemption from Securities Registration Since the Series 2018 Bonds have not been,and will not be,registered under the Securities Act,or any state securities laws, because of the exemption for political subdivisions regardless of an IRS determination that the District is not a political subdivision for purposes of the Code, it is possible that federal or state regulatory authorities could independently determine that the District is not a political subdivision for purposes of the federal and state securities laws. Accordingly,the District and purchasers of the Series 2018 Bonds may not be able to rely on the exemption from registration relating to securities issued by political subdivisions. In that event,the owners of the Series 2018 Bonds would need to ensure that subsequent transfers of the Series 2018 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act. Performance of District Professionals The District has represented to the Underwriter that it has selected its District Manager, District Counsel, Consulting Engineer, Assessment Consultant, Trustee and other professionals with the appropriate due diligence and care. While the foregoing professionals have each represented that they have the respective requisite experience to accurately and timely perform the duties assigned to them in such roles,the District does not guarantee the performance of such professionals. 38 Mortgage Default and FDIC In the event a hank forecloses on a property in the Assessment Area because of a default on a mortgage with respect thereto and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver, will then become the fee owner of such property. In such event,the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the Series 2018 Assessments. In addition, the District would be required to obtain the consent of the FDIC prior to commencing a foreclosure action on such property for failure to pay Series 2018 Assessments. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2018 Bonds and prospective purchasers are advised to read this Official Statement in its entirety, to visit the District and to ask questions of representatives of the District to obtain a more complete description of investment considerations relating to the Series 2018 Bonds. 39 ESTIMATED SOURCES AND USES OF FUNDS Series 2018A-1 Series 2018A-2 Sources: Bonds Bonds Total Par Amount of Series 2018A-1 Bonds $ $ Par Amount of Series 2018A-2 Bonds Less[Plus]:Net Original Issue Discount[Premium] Plus Other Legally Available Moneys(1) Total Sources $ $ $ Uses: Payment of Series 2014 Bonds $ $ $ Payment of 2015 Note Deposit to Series 2018A-1 Interest Accountiz) Deposit to Series 2018A-2 Interest Account(3) Deposit to Series 2018 Reserve Account Costs of Issuancet4) Total Uses $ $ $ (1) Represents moneys remaining in the funds and accounts created under the Indenture for the benefit of the Series 2014 Bonds and 2015 Note. (2) Represents interest due on the Series 2018A-1 Bonds on.November 1,2018. (3) Represents interest due on the Series 2018A-2 Bonds on November 1,2018. (4) Costs of issuance include,without limitation, underwriter's discount, legal fees and other costs associated with the issuance of the Series 2018 Bonds, including the Bond Insurance Policy Premium and Reserve Policy Premium,if any. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 40 DEBT SERVICE REQUIREMENTS The following table sets forth the scheduled debt service on the Series 2018 Bonds: Series 2018 Series 2018A-1 Bonds Series 2018A-2 Bonds Bonds May 1 Principal Interest Total Principal Interest Total Total Total [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 41 TAX MATTERS The Internal Revenue Code of 1986, as amended (the "Code"), includes requirements which the District must continue to meet after the issuance of the Series 2018 Bonds in order that interest on the Series 2018 Bonds not be included in gross income for federal income tax purposes. The failure by the District to meet these requirements may cause interest on the Series 2018 Bonds to be included in gross income for federal income tax purposes retroactively to their date of issuance. The District has covenanted to comply with the requirements of the Code in order to maintain the excludability of interest on the Series 2018 Bonds from gross income for federal income tax purposes. In the opinion of Akerman LLP, Bond Counsel, under existing statutes, regulations, published rulings and court decisions and assuming continuing compliance with certain covenants and the accuracy of certain representations,(i)interest on the Series 2018 Bonds is excludable from gross income for federal income tax purposes under Section 103 of the Code, (ii) interest on the Series 2018 Bonds will not be a specific preference item for purposes of the federal alternative minimum tax imposed on individuals, and (iii) the Series 2018 Bonds and the interest thereon will not be subject to taxation under the laws of the State, except estate taxes and taxes under Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations as defined therein. Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt of interest on, or disposition of the Series 2018 Bonds. Prospective purchasers of the Series 2018 Bonds should be aware that the ownership of the Series 2018 Bonds may result in other collateral federal tax consequences. Prospective purchasers of the Series 2018 Bonds should consult their own tax advisors as to the impact of these other tax consequences. Federal legislation enacted in 2017 eliminates alternative minimum tax for corporations for taxable years beginning after December 31, 2017. For taxable years beginning before January 1, 2018, corporations should consult their tax advisor regarding alternative minimum tax implications of owning the Series 2018 Bonds. Bond Counsel's opinion is based on existing law, which is subject to change. Moreover, Bond Counsel's opinion is not a guarantee of a particular result, and is not binding on the Internal Revenue Service or the courts; rather, such opinion represents Bond Counsel's professional judgment based on its review of existing law,and in reliance on the representations and covenants that it deems relevant to such opinion. From time to time, there are legislative proposals suggested, debated, introduced or pending in Congress that,if enacted into law, could alter or amend one or more of the federal tax matters described above including, without limitation, the excludability from gross income of interest on the Series 2018 Bonds, adversely affect the market price or marketability of the Series 2018 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 apply to the Series 2018 Bonds. If enacted into law, such legislative proposals could affect the market price or marketability of the Series 2018 Bonds. Prospective purchasers of the Series 2018 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation. 42 AGREEMENT BY THE STATE Under the Act, the State pledges to the holders of any bonds issued thereunder, including the Series 2018 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 the Series 2018 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, 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. ENFORCEABILITY OF REMEDIES The remedies available to the Owners of the Series 2018 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 2018 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2018 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 There is no litigation pending or,to the knowledge of the District,threatened,against the District of any nature whatsoever which in any way questions or affects the validity of the Series 2018 Bonds,or any proceedings or transactions relating to their issuance,sale,execution,or delivery,or the execution of the Indenture. Neither the creation, organization or existence of the District,nor the title of the present members of the Board or the District Manager is being contested. CONTINGENT FEES The District has retained Bond Counsel, District Counsel, the District Engineer, the Assessment Consultant, the Financial Advisor, 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 2018 Bonds. Except for the payment of fees to District Counsel, the District Engineer and the Assessment Consultant, the payment of fees of the other professionals is each contingent upon the issuance of the Series 2018 Bonds. 43 RATINGS S&P Global Ratings ("S&P') has assigned a rating of"_" to the Insured Bonds based upon the issuance of the Bond Insurance Policy by the Insurer at the time of delivery of the Series 2018 Bonds and S&P has also assigned its underlying rating of the Series 2018 Bonds of" "without regard to the Bond Insurance Policy. Such ratings reflect only the views of S&P and any desired explanation of the significance of such ratings should be obtained from S&P at the following address: 55 Water Street, 38th Floor, New York, New York 11238. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations,studies and assumptions of its own. There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agency, if circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Series 2018 Bonds. EXPERTS The Assessment Consultant has prepared the Assessment Report attached hereto as APPENDIX D. APPENDIX D should be read in its entirety for complete information with respect to the subjects discussed therein. The District Engineer has prepared the Engineer's Report attached hereto as APPENDIX E. APPENDIX E should be read in its entirety for complete information with respect to the subjects discussed therein. FINANCIAL STATEMENTS The audit report containing the audited financial statements of the District for the Fiscal Year ended September 30, 2016, are attached hereto as APPENDIX C. Such statements speak only as of September 30, 2016. The consent of the District's auditor to include in this Official Statement the aforementioned report was not requested,and the general purpose financial statements of the District are provided only as publicly available documents. The auditor was not requested nor did they perform any procedures with respect to the preparation of this Official Statement or the information presented herein. The District has covenanted in the Continuing Disclosure Agreement set forth in APPENDIX F hereto to provide its annual audit to the MSRB's Electronic Municipal Market Access system ("EMMA") as described under"CONTINUING DISCLOSURE"herein and in APPENDIX F attached hereto. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section 517.051, Florida Statutes, and the regulations promulgated thereunder require 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). CONTINUING DISCLOSURE The District will enter into a Continuing Disclosure Agreement (the "Disclosure Agreement") in the form of APPENDIX F attached hereto, for the benefit of the Owners of the Series 2018 Bonds 44 (including owners of beneficial interests in such Series 2018 Bonds), to provide certain financial information and operating data relating to the District by certain dates prescribed in the Disclosure Agreement(the"Reports) with the MSRB through EMMA. The specific nature of the information to be contained in the Reports described in "APPENDIX F-FORM OF CONTINUING DISCLOSURE AGREEMENT" attached hereto. Under certain circumstances, the failure of the District to comply with its 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 Owners of the Series 2018 Bonds(including owners of beneficial interests in such Series 2018 Bonds),as applicable,to bring an action for enforcement. UNDERWRITING Raymond James&Associates,Inc. (the"Underwriter"),has agreed,pursuant to a bond purchase agreement with the District, subject to certain conditions, to purchase all of the Series 2018 Bonds from the District. The aggregate purchase price for the Series 2018 Bonds is $ (representing the aggregate par amount of the Series 2018 Bonds of $ , less[plus] a net original issue discount[premiumj of $ , and less an Underwriter's discount on the Series 2018 Bonds of $ . The Underwriter's obligations are subject to certain conditions precedent and the Underwriter will be obligated to purchase all of the Series 2018 Bonds if any are purchased. The Underwriter intends to offer the Series 2018 Bonds at the offering prices set forth on the inside cover page of this Official Statement, which may subsequently change without prior notice. The Underwriter may offer and sell the Series 2018 Bonds to certain dealers(including dealers depositing the Series 2018 Bonds into investment trusts) at prices lower than the initial offering prices and such initial offering prices may be changed from time to time by the Underwriter. VALIDATION On September 26,2005,the Circuit Court for Collier County validated the issuance by the District of not exceeding $50 million in principal amount of its capital improvement revenue bonds and the existence and legal authority of the District.The period for appeal of the judgment of validation expired with no appeals being taken. The Series 2018A-1 Bonds are included in the validated amount. The Series 2018A-2 Bonds have a maturity of five years or less and are therefore not required to be validated. LEGAL MATTERS Certain legal matters related to the authorization, sale and delivery of the Series 2018 Bonds are subject to the approval of Akerman LLP,Orlando, Florida, Bond Counsel. Certain legal matters will be passed upon for the District by its counsel Coleman Yovanovich Koester, P.A., Naples, Florida, and for the Underwriter by it counsel, Bryant Miller Olive P.A., Orlando, Florida. Certain legal matters will be passed upon for the Trustee by its counsel Holland&Knight,LLP,Miami,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 hereof. 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 45 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 opinion. MISCELLANEOUS Any statements made in this Official Statement 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 2018 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 Official Statement is submitted in connection with the sale of the Series 2018 Bonds and may not be reproduced or used, as a whole or in part, for any purpose. This Official Statement is not to be construed as a contract with the purchaser or the Beneficial Owners of any of the Series 2018 Bonds. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 46 AUTHORIZATION AND APPROVAL The execution and delivery of this Official Statement has been duly authorized by the Board. HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT By: Edwin Hubbard,Chairman,Board of Supervisors 47 APPENDIX A COPY OF MASTER INDENTURE AND FORM OF THIRD SUPPLEMENT APPENDIX B FORM OF OPINION OF BOND COUNSEL APPENDIX C AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE FISCAL YEAR ENDED SEPTEMBER 30,2016 APPENDIX D ASSESSMENT REPORT APPENDIX E ENGINEER'S REPORT APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX G SPECIMEN MUNICIPAL BOND INSURANCE POLICY CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (this "Disclosure Agreement") dated April 2018, is executed and delivered by the HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT (the "Issuer"), and INFRAMARK MANAGEMENT SERVICES, as Dissemination Agent (the "Dissemination Agent") in connection with the issuance by the Issuer of its $ aggregate principal amount of Capital Improvement Revenue Refunding Bonds, Series 2018A-1 (the "Series 2018A-1 Bonds") and $ aggregate principal amount of Capital Improvement Revenue Bonds, Series 2018A-2 (the "Series 2018A-2 Bonds" and, together with the Series 2018A-1 Bonds,the"Series 2018 Bonds"). The Series 2018 Bonds are being issued pursuant to a Master Trust Indenture dated as of November 1, 2005 (the "Master Indenture"), as supplemented and amended by a Third Supplemental Trust Indenture dated as of April 1, 2018 (the "Third Supplement" and, together with the Master Indenture, the "Indenture"),all by and between the District and U.S.Bank National Association,as successor in trust to Wachovia Bank, National Association, as trustee (the "Trustee"). The Issuer and the Dissemination Agent covenant and agree as follows: 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer and the Dissemination Agent for the benefit of the Beneficial Owners of the Series 2018 Bonds and to assist the Participating Underwriter in complying with the continuing disclosure requirements of Rule 15c2-12(b)(5)promulgated by the Securities and Exchange Commission(the "SEC") pursuant to the Securities Exchange Act of 1934,as amended from time to time (the"Rule"). The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture with respect to reports,filings and notifications provided for therein, and do not in any way relieve the Issuer, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the Issuer, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law. 2. Definitions. In addition to the definitions set forth in the Indenture,which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined herein, the following capitalized terms shall have the following meanings: "Annual Report"shall mean any Annual Report provided by the Issuer pursuant to, and as described in,Sections 3 and 4 of this Disclosure Agreement. "Assessments" shall mean the non-ad valorem special assessments pledged to the payment of the Series 2018 Bonds pursuant to the Indenture. "Beneficial Owner"shall mean any person which(a)has the power,directly or indirectly, to vote or consent with respect to,or to dispose of ownership of,any Series 2018 Bonds(including persons holding Series 2018 Bonds through nominees, depositories or other intermediaries), or (b)is treated as the owner of any Series 2018 Bonds for federal income tax purposes. "Business Day" means any day other than a Saturday, Sunday or a day on which the Trustee is required,or authorized or not prohibited by law(including executive orders),to close and is closed,or on any day on which the New York Stock Exchange is closed. "Dissemination Agent"shall mean,initially,Inframark Management Services,acting in its capacity as Dissemination Agent hereunder,or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer and Trustee a written acceptance of such designation. "District Manager" shall mean Inframark Management Services, or a successor District Manager. "Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person,or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority,or the entry of an order confirming a plan of reorganization,arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Fiscal Year" shall mean the period commencing on October 1 and ending on September 30 of the next succeeding year,or such other period of time provided by applicable law. "Issuer Disclosure Representative" shall mean the District Manager of the Issuer or his/her/its designee, or such other officer or employee as the Issuer shall designate in writing to the Trustee and the Dissemination Agent from time to time. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "Obligated Person" shall mean any person, including the Issuer, and its successors and assigns, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of twenty percent(20%)or more of the obligations on the Series 2018 Bonds (other than providers of municipal bond insurance, letters of credit,or other liquidity facilities). "Official Statement" shall mean the final offering document relating to the Series 2018 Bonds. 2 "Participating Underwriter"shall mean the original underwriter of the Series 2018 Bonds required to comply with the Rule in connection with offering of the Series 2018 Bonds. "Repository" shall mean each entity authorized and approved by the SEC from time to time to act as a repository for purposes of complying with the Rule. The Repositories currently approved by the SEC may be found by visiting the SEC's website at "http://www.sec.gov/info/municipal/nrmsir.htm." As of the date hereof, the Repository recognized by the SEC for such purpose is the Municipal Securities Rulemaking Board, which currently accepts continuing disclosure submissions through its Electronic Municipal Market Access("EMMA")web portal at"http://www.emma.msrb.org." "Rule" shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934,as the same may be amended from time to time. "State"shall mean the State of Florida. 3. Provision of Annual Reports. (a) The Issuer shall,or shall cause the Dissemination Agent to,within 180 days of the end of the Issuer's Fiscal Year,beginning with the Fiscal Year ending September 30, 2018 (the "Annual Filing Date") with respect to the report for the 2018 Fiscal Year, provide to any Repository in electronic format as prescribed by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package,and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above,but in no event later than the date required to be filed with the State of Florida pursuant to applicable State law (currently within nine(9)months of the end of the Issuer's Fiscal Year),for the filing of the Annual Report if they are not available by that date. If the Issuer's Fiscal Year changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 5(a). (b) If on the fifteenth (15th) day prior to each Annual Filing Date the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer Disclosure Representative by telephone and in writing(which may be by e-mail)to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 3(a)above.Upon such reminder,the Issuer Disclosure Representative,shall either(i)provide the Dissemination Agent with an electronic copy of the Annual Report in accordance with Section 3(a) above, or(ii) instruct the Dissemination Agent in writing that the Issuer, will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 5(a)(15)has occurred and to immediately send a notice to any Repository in electronic format as required by such repository in substantially the form attached as Exhibit A hereto. 3 (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name,address and filing requirements of any Repository;and (ii) within five (5) Business Days of filing the Annual Report, file a notice with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing any Repository to which it was provided. 4. Content of Issuer's Annual Report. (a) The issuer's Annual Report shall contain or incorporate by reference the following,which includes an update of the financial and operating data of the Issuer to the extent presented in the Official Statement. All information in the Annual Report shall be presented for the immediately preceding Fiscal Year and, to the extent available, the current Fiscal Year: (i) The amount of Assessments levied. (ii) The amount of Assessments collected from property owners. (iii) If available, the amount of delinquencies greater than 150 days, and,in the event that delinquencies amount to more than ten percent(10%)of the amounts of Assessments due in any year,a list of delinquent property owners. (iv) The amount of tax certificates sold, if any, and the balance, if any, remaining for sale. (v) All fund balances in all Funds and Accounts for the Series 2018 Bonds. Upon request, the Issuer shall provide any Beneficial Owners and the Dissemination Agent with this information at least annually, and, in such cases, within thirty(30)days of such written request. (vi) The total amount of Series 2018 Bonds Outstanding. (vii) The amount of principal and interest due on the Series 2018 Bonds. (viii) Any amendment of the provisions of this Disclosure Agreement as described in Section 9 hereof. (ix) The most recent audited financial statements of the Issuer which shall be prepared in accordance with governmental accounting standards promulgated by the Government Accounting Standards Board. 4 To the extent any of the items set forth in subsections(i)through(viii)above are included in the audited financial statements referred to in subsection (ix) above, they do not have to he separately set forth. The Issuer represents and warrants that it will supply,in a timely fashion,any information available to the Issuer and reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The Issuer acknowledges and agrees that the information to be collected and disseminated by the Dissemination Agent will be provided by the Issuer and others. The Dissemination Agent's duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the Issuer or others as thereafter disseminated by the Dissemination Agent. The information provided under this Section 4 may be included by specific reference to documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet Website or filed with the SEC. The Issuer shall clearly identify each such other document so incorporated by reference. The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the format of the presentation of such information,to the extent necessary or appropriate in the judgment of the Issuer;provided that the Issuer agrees that any such modification will be done in a manner consistent with the Rule. 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give,or cause to be given,notice of the occurrence of any of the following events with respect to the Series 2018 Bonds, to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice of the occurrence of such Listed Event in a timely manner not in excess of ten (10) Business Days after the occurrence of the event, with the exception of the events described in numbers 15 and 16 below,which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults,if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers,or their failure to perform; 5 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Series 2018 Bonds,or other material events affecting the tax status of the Series 2018 Bonds; 7. modifications to rights of the holders of the Series 2018 Bonds,if material; 8. bond calls,if material,and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Series 2018 Bonds, if material (sale of individual lots by developers or homeowners to end users shall not be material for purposes of this Agreement); 11. ratings changes'; 12. an Event of Bankruptcy or similar event of an Obligated Person; 13. the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions,other than pursuant to its terms,if material; 14. appointment of a successor or additional trustee or the change of name of a trustee,if material; 15. notice of any failure on the part of the Issuer to provide an Annual Report as required by Section 3 hereof; 16. a change in the Issuer's Fiscal Year pursuant to Section 3(a)hereof; 17. termination of the Issuer's obligations under this Disclosure Agreement pursuant to Section 7 hereof;and 18. any amendment to the accounting principles to be followed in preparing financial statements pursuant to Section 9 hereof. (b) The notice required to be given in paragraph 5(a)above shall be filed with The Series 2018A-2 Bonds are not rated as of the date hereof. 6 any Repository,in electronic format as prescribed by such Repository. 6. Identifying Information. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Agreement to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include,but not be limited to: (a) the category of information being provided; (b) the period covered by any annual financial information, financial statement or other financial information or operation data; (c) the issues or specific securities to which such documents are related (including CUSII's, issuer name, state, issue description/securities name, dated date,maturity date, and/or coupon rate); (d) the name of any Obligated Person other than the Issuer; (e) the name and date of the document being submitted;and (f) contact information for the submitter. 7. Termination of Disclosure Agreement. The Issuer's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2018 Bonds, so long as there is no remaining liability of the Issuer for payment of the Series 2018 Bonds, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Series 2018 Bonds,the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to perform the duties of the Dissemination Agent as provided herein, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent,the Issuer shall be the Dissemination Agent. The initial Dissemination Agent shall be Inframark Management Services. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement. 9. Amendment. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Dissemination Agent(if the Dissemination Agent is not the Issuer)may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity,nature or status of the Issuer,or the type of business conducted; (b) The undertaking, as amended, would have complied with the requirements of the Rule at the time of the primary offering of the Series 2018 Bonds,after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances;and 7 (c) The amendment does not materially impair the interests of the holders,as determined either(i)by parties unaffiliated with the issuer(such as the trustee or Bond Counsel), or (ii)by the approving vote of bondholders pursuant to the terms of the governing instrument at the time of the amendment. Notwithstanding the foregoing, the Issuer and the Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the SEC from time to time. In the event of any amendment or waiver of a provision of this Disclosure Agreement,the Issuer shall describe such amendment in its next Annual Report and shall include,as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type(or in the case of a change of accounting principles, on the presentation)of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements of the Issuer, (i)notice of such change shall be given in the same manner as for a Listed Event under Section 5(a), and(ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. 10. 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. 11. Default. In the event of a failure of the Issuer,the Issuer Disclosure Representative or a Dissemination Agent to comply with any provision of this Disclosure Agreement,the Trustee shall,at the request of any Participating Underwriter or the Beneficial Owners of more than 50% aggregate principal amount of outstanding Series 2018 Bonds and receipt of indemnity satisfactory to the Trustee or any Beneficial Owner of a Series 2018 Bond may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer, the Issuer Disclosure Representative or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. No default hereunder shall be deemed an Event of Default under the Indenture,and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer, the Issuer Disclosure Representative or a Dissemination Agent,to comply with this Disclosure Agreement shall be an action to compel performance. 8 12. Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Trustee, the Participating Underwriter and Beneficial Owners of the Series 2018 Bonds,and shall create no rights in any other person or entity. 14. Counterparts. This Disclosure Agreement may be executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. 15. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Florida and federal law. 16. Trustee Cooperation. The Issuer represents that the Dissemination Agent is a bona fide agent of the Issuer and directs the Trustee to deliver to the Dissemination Agent at the expense of the Issuer, any information or reports readily available to the Trustee it requests that the Issuer has a right to request from the Trustee(inclusive of balances,payments,etc.). [End of document—signatures to follow] 9 IN WITNESS WHEREOF,the undersigned has executed this Disclosure Agreement as of the date and year set forth above. [SEAL] HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT,as Issuer By: Chairman, Board of Supervisors JOINED BY U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, FOR PURPOSES OF SECTIONS 11, 13 AND 16 ONLY By: Name: Title: INFRAMARK MANAGEMENT SERVICES,as Dissemination Agent By: Name: Title: 10 EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Heritage Bay Community Development District Name of Bond Issue: $ Capital Improvement Revenue Refunding Bonds, Series 2018A-1;and$ Capital Improvement Revenue Bonds,Series 2018A-2 Date of Issuance: April ,2018 CUSIPNUMBERS` NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Series 2018 Bonds as required by Section 3 of the Continuing Disclosure Agreement dated April , 2018, between the Issuer and the Dissemination Agent named therein. The Issuer has advised the undersigned that it anticipates that the Annual Report will be filed by ,20 . Dated: ,Dissemination Agent cc: Issuer CUSIP numbers have been assigned to the Series 2018 Bonds by an organization not affiliated with the District and are included solely for the convenience of the owners of the Series 2018 Bonds. The District is not responsible for the selection,use or accuracy of the CUSIP numbers set forth herein. A-1 AGREEMENT BETWEEN THE HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT AND INFRAMARK,INFRASTRUCTURE MANAGEMENT SERVICES,LLC FOR MANAGEMENT ASSISTANCE SERVICES THIS AGREEMENT made and entered into on this 26th day of March, 2018 by and between the Heritage Bay Community Development District, hereinafter referred to as "DISTRICT", and the firm of Inframark, Infrastructure Management Services, LLC.,hereinafter referred to as "MANAGER", whose address is 210 North University Drive, Suite 702, Coral Springs,Florida 33071. WITNESSETH: WHEREAS, the DISTRICT desires to employ the services of the MANAGER for the purpose of providing the DISTRICT with certain district management services as more fully set forth in Exhibit A hereunder; and WHEREAS, the MANAGER desires to provide such services to the DISTRICT subject to the terms hereof, NOW, THEREFORE, in consideration of the mutual covenants and agreements expressed herein the parties agree as follows: ARTICLE 1. SCOPE OF SERVICES AND MANAGER RESPONIBILITIES 1.1 The DISTRICT hereby engages the MANAGER for the services described and set forth in Exhibit A and for the fees described in Exhibit B, attached hereto and incorporated by reference herein. 1.2 MANAGER may offer and/or the DISTRICT may request that additional services be provided under this Agreement. In the event that the MANAGER and the DISTRICT agree upon a change in the scope of services to be provided under this Agreement, the change in Compensation, if any, shall be agreed between the DISTRICT and MANAGER and will be invoiced in accordance with this Agreement 1.3 The MANAGER shall devote such time as is necessary to complete the duties and responsibilities assigned to the MANAGER under this Agreement. 1.4 All services will be rendered by and under the supervision of qualified staff in accordance with the terms and conditions set forth in this Agreement. Even though MANAGER'S staff may include licensed attorneys and engineers, the DISTRICT acknowledges that MANAGER is not performing in the capacity of a law firm or an engineering firm when providing services under this Agreement. Other than the requirement to render the services by and under the supervision of qualified staff, MANAGER makes no specific representation or warranty regarding the services or any deliverables to be provided 1 hereunder and any and all warranties arising by custom or usage in the profession, or arising by operation of law are hereby expressly disclaimed. 1.5 If the scope of services hereunder requires the MANAGER to administer or supervise the District's personnel, the MANAGER shall not be responsible for any damages, losses, settlement payments,deficiencies,liabilities, costs and expenses resulting from the failure of the District's employees to follow the instructions of the MANAGER. Similarly,if in the course of providing the services required by this Agreement,the MANAGER follows the instructions of the DISTRICT, the MANAGER shall not responsible for any damages, losses, settlement payments, deficiencies, liabilities, costs and expenses resulting therefrom. 1.6 In performing the services hereunder, MANAGER may rely on information supplied by the DISTRICT and MANAGER, shall not be required to independently verify the accuracy and completeness of such information. In addition, although the MANAGER may participate in the accumulation of information developed by others necessary for use in documents required by the DISTRICT, MANAGER is not responsible for verifying the accuracy of such information. Provided however, the Manager shall be responsible for the accuracy and completeness of any information collected by the MANAGER or under the MANAGER'S direction. ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE MANAGER 2.1 The signature on this Agreement by the MANAGER shall act as MANAGER's representation that the wage rates and costs used to determine the compensation provided for in the Agreement are accurate, complete and current as of the date of this Agreement. 2.2 The MANAGER acknowledges and agrees that it owes a duty of loyalty, fidelity and allegiance to act at all times during the term of this Agreement in the known interests of the DISTRICT and to knowingly do no act which would injure the DISTRICT's business, its interests or its reputation. Further, the MANAGER shall not, during the term of this Agreement, engage in any activity which constitutes a Conflict of Interest(as defined below). For purposes of this Agreement, "Conflict of Interest"means any act or activity, or any interest in connection with, or any benefit from any act or activity, which knowingly is adverse to the interests of or would in any material way injure the DISTRICT. Notwithstanding any provision to the contrary contained herein, this Section 2.2 shall not prohibit the MANAGER from (a) performing water and wastewater utility management, customer services,utility billing, operation and maintenance services to the DISTRICT under a separate agreement; and (b) providing for the benefit of any other DISTRICT services similar to the services provided DISTRICT hereunder. DISTRICT hereby waives any and all conflicts of interest or potential conflicts of interest in connection therewith, it being specifically agreed to and understood that MANAGER'S provision of any such services to the DISTRICT or to any other DISTRICT shall not constitute a conflict of interest under this Agreement. The MANAGER warrants that it has not employed or retained any company or person, other than a bona fide employee or previously retained sales consultant, to solicit or secure this 2 Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for the MANAGER or a previously retained sales consultant any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 2.3 The MANAGER warrants and represents that it shall refrain from unlawful discrimination in performing its obligations under this Agreement. ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE DISTRICT DISTRICT represents and warrants that this Agreement, DISTRICT'S execution and delivery of this Agreement and DISTRICT'S performance of its obligations hereunder, have been duly and validly authorized by DISTRICT by all necessary action. This Agreement has been validly executed and delivered by DISTRICT and constitutes a legal, valid and binding obligation of DISTRICT, enforceable in accordance with its terms. ARTICLE 4. COMPENSATION 4.1 The DISTRICT agrees to compensate the MANAGER in accordance with the fee schedule set forth in Exhibit B. 4.2 For each Fiscal Year of the DISTRICT, the compensation payable to the MANAGER under the terms and conditions of this Agreement shall be in an amount approved by the DISTRICT in its Fiscal Year budget. Each Fiscal Year, the DISTRICT will consider price adjustments to compensate for market conditions and the anticipated type and amount of work to be performed by the MANAGER during the upcoming Fiscal Year of the DISTRICT. 4.3 In the event that the Fiscal Year budget is not approved prior to the first day of the Fiscal Year, the MANAGER'S compensation under this Agreement will continue at the rate currently in effect at the time of renewal. The subsequent approval of the budget will result in a retroactive fee adjustment, which will be invoiced in the first month following approval of the budget. 4.4 Payment to the MANAGER for all services rendered shall be made on a monthly basis within thirty(30)days of the MANAGER's issuance of an invoice. 4.5 Payment of ancillary service costs such as copies, overnight express and other charges will be included in the monthly billing statement. ARTICLE 5. TERM 5.1 This Agreement shall commence on the date hereof and shall continue until terminated in writing by either party with at least ninety(90)days prior written notice. 3 5.2 The Agreement may be terminated as follows: (a) The failure of either party to comply with the terms of this Agreement shall constitute a default. Upon default by one party, the other party shall send written Notice of Termination. Such notice shall clearly specify the nature of the default and provide the defaulting party forty-five (45) days to cure the default. If the default is capable of being cured within forty-five (45) days, but is not cured within forty-five(45)days,the Agreement shall terminate at midnight of the forty- fifth (45th) day following receipt of the Notice. In the case of default that cannot be cured within forty-five(45)days,this Agreement shall not terminate so long as the defaulting party has given written notice of the extension to the other party and the defaulting party has commenced and is diligently pursuing a cure. upon the dissolution or court-declared invalidity of the DISTRICT; or (b) By either party, for any reason,upon ninety(90)days written notice. 5.3 Upon the termination of this Agreement, MANAGER will take all reasonable and necessary actions to transfer in an orderly fashion to the DISTRICT or its designee all the DISTRICT's books and records in MANAGER's possession. In addition, within thirty(30)days of termination of this Agreement,MANAGER shall be paid in full for all services rendered through the date of termination. ARTICLE 6. RISK MANAGEMENT 6.1 The MANAGER shall provide and maintain the following levels of insurance coverage at all times subsequent to the execution of this Agreement: (a) Professional Liability insurance with an aggregate limit of Two Million Dollars ($2,000,000) ; and (b) Commercial Crime insurance with a per loss limit of One Million Dollars ($1,000,000). 6.2 To the extent allowable under applicable law and except and to the extent caused by the negligence or willful misconduct of the MANAGER, the DISTRICT agrees to indemnify and hold the MANAGER and its respective officers, directors, employees, agents, successors and assigns (MANAGER and each such person being an"Indemnified Party") harmless from and against any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses, including without limitation, attorney's fees suffered, sustained, incurred or required to be paid by any Indemnified Party related to or arising out of the subject services and/or the engagement of MANAGER pursuant to this Agreement. In the event that the DISTRICT receives notice of or undertakes the defense or the prosecution of any action, claim, suit, administrative or arbitration proceeding, or investigation consistent with DISTRICT's indemnity obligations hereunder, the DISTRICT shall give the MANAGER prompt notice of such proceedings and shall inform the MANAGER in advance of all hearings regarding such action, claim, suit, proceeding or investigation. Except and to the extent caused by the negligence or willful 4 misconduct of the DISTRICT, the MANAGER agrees to indemnify and hold the DISTRICT, and its respective officers, directors, supervisors, employees, agents, successors and assigns harmless from and against any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses, including without limitation, attorney's fees suffered, sustained, incurred or required to be paid any indemnified Party related to the DISTRICT pursuant to this Agreement. 6.3 Notwithstanding any provision to the contrary contained in this Agreement, in no event shall the MANAGER be liable, either directly or as an indemnitor of the DISTRICT, for any special, punitive, indirect and/or consequential damages, including damages attributable to loss of use, loss of income or loss of profit even if the MANAGER has been advised of the possibility of such damages. 6.4 In the event that claims(s) raised against the MANAGER on account of this Agreement, or on account of the services performed hereunder, is/are covered under MANAGER's insurance policies required hereunder, the MANAGER shall not be responsible for any loss, damage or liability beyond the policy amounts contractually required hereunder and the limits and conditions of such insurance policies. With respect to any other cause of action and/or claim arising under this Agreement, or otherwise arising as a result of, or on account of, the services provided hereunder, MANAGER's liability shall not exceed an amount equal to the amount of the annual compensation for such services during the Agreement year in which such cause of action and/or claim is raised against the MANAGER. MISCELLANEOUS 7.1 Entire Agreement The foregoing terms and conditions constitute the entire Agreement between the parties hereto and any representation not contained herein shall be null and void and no force and effect. Further this Agreement may be amended only in writing upon mutual consent of the parties hereto. 7.2 Amendments No amendments and/or modifications of this Agreement shall be valid unless in writing and signed by each of the parties. 7.3 Construction In construing this Agreement, the following principles shall be followed: (i) no consideration shall be given to the captions of the articles, sections, subsections or clauses, which are inserted for convenience in locating the provisions of this Agreement and not as an aid in construction; (ii)no consideration shall be given to the fact or presumption that any of the Parties had a greater or lesser hand in drafting this Agreement; (iii) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; (iv) the word "includes" and its syntactic variants mean "includes, but is not limited to" and corresponding syntactic variant expressions; (v) the plural shall be deemed to include the singular, and vice versa; (vi) each gender shall be deemed 5 to include the other genders; (vii) each exhibit, appendix, attachment and schedule to this Agreement is a part of this Agreement; and (viii) any reference herein or in any schedule hereto to any agreements entered into prior to the date hereof shall include any amendments or supplements made thereto. 7.5 Force Majeure A party's performance of any obligation under this Agreement shall be excused if, and to the extent that, the party is unable to perform because of any event of"Force Majeure". In any such event, the party unable to perform shall be required to resume performance of its obligations under this Agreement as soon as reasonably practicable following the termination of the event or cause that excused performance hereunder. Force Majeure is defined as any act, event or condition to the extent that it adversely impacts the cost of performance of, or adversely affects the ability, of either party to perform any obligation under this Agreement (except for payment obligations) if such act, event or condition, in light of any circumstances that should have been known or reasonably believed to have existed at the time, is beyond the reasonable control and is not a result of the willful or negligent act, error, omission or failure to exercise reasonable diligence on the part of the party relying thereon. 7.6 Notices All notices will be in writing and shall be sent by certified mail,return receipt requested. Notices required to he given to the MANAGER will be addressed to: Inframark, Infrastructure Management Services,LLC 210 North University Drive Suite 702 Coral Springs, Florida 33071 Attn: Chris Tarase—Vice President Notices required to be given to the DISTRICT will be addressed to: Greg L.Urbancic Coleman,Yovanovich&Koester,P.A. The Northern Trust Building 4001 Tamiami Trail North, Suite 300 Naples,Florida 34103 7.7 Governing Law This Agreement shall be governed by the Laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Collier County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right,power,or remedy hereunder shall preclude any other or further exercise thereof. 6 (Signatures Appear on the Next Page) 7 IN WITNESS WHEREOF, the parties hereto have caused their respective agents to execute this instrument on their behalf; at the times set forth below. Signed and Sealed in the presence of: HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT Witness By: Chairperson INFRAMARK,Infrastructure Management Services,LLC Witness By: Chris Tarase — Vice President Witness District Counsel 8 Scope of Services Exhibit A Scope of Services: The Dissemination Agent's duties shall consist of the following: (a) To assist the District in developing information collection systems to be used in complying with the requirements of the Continuing Disclosure Agreement. (b) To collect, financial and other factual information required by the Continuing Disclosure Agreement information noted in (a) above and to distribute such information supplied to us by the District, including the audited financial statements for the District (collectively, the "Annual Report"), to the nationally recognized municipal securities information repositories (the "National Repositories") and to any state repository established in Florida(the "State Repository"),as required by the Rule. (c) To work with the District and the Trustee and report any"Significant Events", disclosed to Manager by the District, all in accordance with the Continuing Disclosure Agreement. (d) To determine, each year prior to the date for providing the Annual Report, the name and address of each National Repository and each State Repository, if any, and to file a report with the District and the Trustee certifying that the Annual Report has been provided to the National Repositories and State Repository, stating the date the Annual Report was provided and listing all of the repositories to which it was provided(when applicable). (e) To Collect and disseminate directly to the Beneficial Owners (and the National Repositories and State Repositories, if requested by the District) the following information (which is beyond the requirements of the Rule, but required by the Beneficial Owners)as supplied to Manager,by the District and as is set forth in more detail in the Continuing Disclosure Agreement: (i) The amount of the Special Assessments levied for the most recent tax year. (ii) The amount of Special Assessments collected from the property owners. (iii) The amount of delinquencies greater than 150 days, and, in the event that delinquencies amount to more than ten percent (10%)of the amounts of Special Assessments due in any year, a list of delinquent property owners. (iv) The amount of tax certificates sold, if any, and the balance, if any remaining for sale. (v) Balances in all Funds and Accounts established for the Bonds under the Indenture. The Issuer shall provide Beneficial Owners with this information more frequently than annually within thirty (30)days of the written request of Beneficial Owners. 9 (vi) Information to be provided to the Beneficial Owners indicating the total amount of Bonds Outstanding. (vii) Information to be provided to the Beneficial Owners indicating the amount of principal and interest to the paid in the current year. (f) To work with the District and the Trustee to prepare reports not later than thirty(30)days after the end of each quarter of the calendar year and file these reports with the Repositories and the Beneficial Owners. These quarterly reports may address the following information requirements of the Beneficial Owners, as supplied to Manager, by the District and all as controlled by the Continuing Disclosure Agreement.: (i) The percentage of infrastructure improvements that have been completed with the proceeds of the Bonds. (ii) The number of homes planned on property that is being assessed to repay the Bonds. (iii) The number and type of property(lots, parcels, raw land, etc.) sold to builders and/or retail buyers. (iv) The number of homes constructed. (v) The number of homes occupied. (vi) The number of units, type of units and square footage of commercial property or other non-residential uses planned on property which is being assessed to repay the Bonds. (vii) The number and type of property (parcels, raw land, etc.) sold for non-residential development, if any. (viii) The square footage of non-residential property constructed,if any. (ix) The anchor(more than 10% of the square footage) tenants of non- residential property,if any. (x) The estimated date of complete build-out. (g) To collect and disseminate directly to the Beneficial Owners any additional information specifically requested by the Beneficial Owners at the time of closing or subsequent to the closing of the Bonds. (h) To comply with the terms of the Continuing Disclosure Agreement as Dissemination Agent for the duration of this Agreement. t0 Compensation Exhibit B Severn Trent will provide the services set forth in the Scope of Services for an annual fee of $1,500. Special Meetings for all meetings not within the normal $125.00 per hour 40 hour week,with the exception of those required by Act of God or Force Majeure,where charges will be set my mutual agreement of both parties. Mail Distribution General Distribution Includes labels, standard envelope, folding, At Cost insertion of up to two items,and delivery to Post Office Labor of inserts over two At Cost Labels At Cost Certified Mail Current rate charged by Postmaster plus handling charge of$3.00 per piece Postage Current rate charged by postmaster;no add on. Photocopying $0.15 per copy $0.21 per duplex copy(both sides) $.20 per page for color copies Faxes Outgoing No charge Incoming No charge Record Storage $100 Web Portal Services: Basic Level $50 per month Mid Level $100.00 per month Full Web Service $200.00 per month 11 RAYMOND JAMES© March 19, 2018 $17,490,000 Heritage Bay Community Development District Capital Improvement Revenue Refunding Bond, Series 2014 In connection with the Capital Improvement Revenue Refunding Bond, Series 2014 (the "Bond"), issued by the Heritage Bay Community Development District(the "District") and held by Raymond James Capital Funding, Inc. (the "Owner"), in the original principal amount of $17,490,000,the Owner will agree to allow for an early optional redemption of the Bond in whole, but not in part, subject to the terms and provisions of this letter. The following provision of the Bond: "The Series 2014 Bonds are not subject to optional redemption prior to May 1,2024, but may be prepaid on or after May 1, 2024 at 100%of the then outstanding principal amount plus any accrued interest on any interest payment date upon thirty (30) days written notice to the Owner" is hereby amended by adding the following: "In addition, the Series 2014 Bonds shall be subject to optional redemption by the District in whole, but not in part, beginning April 1, 2018 and terminating on July 1, 2018 at 100% of the then outstanding principal amount plus any accrued interest on any business day upon seven (7) days written notice to the Owner." Notwithstanding anything to the contrary, if the Bond has not been redeemed in whole prior to July 1, 2018,the amendment provided for above shall be null and void and the Bond shall only be subject to optional redemption as set forth in the Bond. Sincerely, RAYMOND JAMES CAPITAL FUNDING, INC. By: Cord D. King Tax-Exempt Lending Manager Agreed to this day of , 2018 by: Heritage Bay Community Development District By: Raymond James Bank P.O Box 11628;(St,Petal sburg,FL 0813,3 1 628 710 Carillon Parkway,1f St.Petersburg,FL 23715 721.557,8000;. aymcondjamesbank.com M,"t,er rote irniR3 DEFERRED COSTS ACKNOWLEDGEMENT AND RELEASE THIS DEFERRED COSTS ACKNOWLEDGEMENT AND RELEASE (this "Release") is made and entered into as of this day of , 2018, by and between HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT, a community development district established pursuant to Chapter 190,Florida Statutes(the"District"),and LENNAR HOMES,LLC,a Florida limited liability company, successor by merger to Lennar BV, LLC, the successor in interest to Bayvest, LLC(the "Developer"). RECITALS WHEREAS, the District was established by an ordinance adopted by the Board of County Commissioners of Collier County,Florida for the purpose of planning, financing,constructing, operating and/or maintaining certain infrastructure, including a storm water management system and other infrastructure;and WHEREAS, on or about November 1, 2005, the District issued its $20,125,000 Capital Improvement Revenue Bonds, Series 2005 ("Series 2005 Bonds")under and pursuant to a Master Trust Indenture dated as of November 1,2005 (the"Master Indenture"), from the District to Wachovia Bank, National Association, as trustee, as supplemented by a First Supplemental Trust Indenture dated as of November 1, 2005, from the District to Wachovia Bank, National Association, as trustee ("First Supplemental Indenture"). (The Master Indenture and the First Supplemental Indenture are sometimes collectively referred to herein as the"2005 Trust Indenture");and WHEREAS, in connection with the issuance of the Series 2005 Bonds, the District adopted that certain Engineer's Report for The Heritage Bay Community Development District prepared by WilsonMiller, Inc. dated July 22, 2005, which Engineer's Report set forth the District's capital improvement plan that included utilities, stormwater management systems and other public improvements (the"Series 2005 Project");and WHEREAS, further, in connection with the issuance of the Series 2005 Bonds, the District and the Developer entered into that certain Acquisition Agreement dated as of November 1, 2005 (the "Acquisition Agreement"),which,among other terms, addressed the District's acquisition of portions of the Series 2005 Project from the Developer and established the District's obligation to pay to the Developer certain Deferred Costs,as such term was defined in the Acquisition Agreement("Deferred Costs"),from available proceeds of the Series 2005 Bonds; and WHEREAS, the 2005 'Trust Indenture and the Acquisition Agreement identified the manner in which the District was to pay certain Deferred Costs related to the Series 2005 Bonds and described the available Series 2005 Bond proceeds that would be available to make such payments;and WHEREAS,pursuant to the 2005 Trust Indenture,over the course of the term of the Series 2005 Bonds, certain money in the funds and accounts established in the First Supplemental Indenture were to flow to the"Deferred Costs Subaccount"and used to pay the Developer for the Deferred Costs(the"Flow of Funds");and WHEREAS,on or about August 13,2014,the District refinanced the Series 2005 Bonds through the issuance of the $17,490,000 Heritage Bay Community Development District Capital Improvement Revenue Refunding Bonds,Series 2014(the"Series 2014 Bonds")under and pursuant to the Master Trust 1 Indenture,as supplemented by that certain Second Supplemental Trust Indenture dated as of August 1,2014 ("Second Supplemental Indenture"), from the District to U.S. Bank National Association(as successor trustee to Wachovia Bank, National Association), as trustee (the"Trustee"). (The Master Indenture and the Second Supplemental Indenture are sometimes collectively referred to herein as the "2014 Trust Indenture");and WHEREAS, in connection with the issuance of the Series 2014 Bonds, the District and the Developer entered into that certain Deferred Costs Continuation Agreement dated as of August 13, 2014 ("Continuation Agreement")wherein the parties agreed to the continuation of the Flow of Funds within the 2014 Trust Indenture as originally set forth in the 2005 Trust Indenture for the payment of the outstanding balance of the Deferred Costs to the Developer; and WHEREAS, in order for the District to take advantage of current economic conditions and potential cost and/or interest rate savings and to undertake additional projects,the District has determined that it is advisable to proceed with the current refunding and redemption of all of the outstanding principal amount of the Series 2014 Bonds(the"Refunding");and WHEREAS, as a result of the Refunding, the Flow of Funds contemplated by the Second Supplemental Indenture is not able to occur and,as such,the District and the Developer desire to enter into this Agreement to establish the terms under which the District will use certain proceeds of the Series 2014 Bonds to satisfy the obligation to pay the Deferred Costs;and WHEREAS, the Developer has agreed to accept the sum of$268,677.00 ("Deferred Costs Satisfaction Amount") in full satisfaction of the obligation of the District to pay the Deferred Costs provided the Refunding occurs on or before May 1,2018;and WHEREAS, in connection with the payment of the Deferred Costs Satisfaction Amount, the District desires to obtain an acknowledgement and release from the Developer as to the amount of Deferred Costs relating to the Series 2005 Project including those arising pursuant to, or under, the 2005 Trust Indenture,the 2014 Trust Indenture,the Acquisition Agreement,the Continuation Agreement(collectively, the"Deferred Costs Documents") and a waiver as to any further claims for payment for Deferred Costs under the Deferred Costs Documents,and the Developer desires to provide such a release. NOW THEREFORE, for and in consideration of mutual promises and obligations contained herein,the District and the Developer agree as follows: Section 1. General. The foregoing recitals are true and correct and are incorporated as a material part of this Release by this reference. Section 2. Settlement of Deferred Costs. The District and the Developer desire to settle the amount owed by the District to the Developer for any and all outstanding obligations of the District to pay Deferred Costs relating to the Series 2005 Project including those arising pursuant to the Deferred Costs Documents, any other document or agreement between the parties relating to the Series 2005 Bonds or Series 2014 Bonds,or by operation of law. Accordingly,provided the Refunding occurs on or before May I,2018,the Developer hereby acknowledges and agrees to accept the Deferred Costs Satisfaction Amount as full satisfaction of the Deferred Costs owed to the Developer. Upon payment of the Deferred Cost Satisfaction Amount by the District to the Developer and the receipt by the Developer of such payment at or upon the closing of the Refunding,the Developer hereby releases and waives any and all claims it has, or may have in the future,against the District as to Deferred Costs relating to the Series 2005 Bonds,Series 2014 Bonds and/or the Series 2005 Project pursuant to the Deferred Costs Documents. 2 Section 3. Third-Party Beneficiary. The parties hereto intend that the Trustee is intended to be a third party beneficiary of this Release and entitled to rely upon the terms hereof. Section 4. Further Assurances; Whenever and so often as requested by a party hereto,the other party will promptly execute and deliver or cause to be executed and delivered all such other and further instruments,documents or assurances,and promptly do or cause to be done all such other and further things as may be necessary and reasonably required in order to further and more fully carry out the intent and accomplish the purposes of this Agreement and evidence the fulfillment of the agreements contained herein. Section 5. Execution in Counterparts. This Release 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 6. Effectiveness. The release contained in Section 2 shall take effect and is contingent upon payment by the District to the Developer of the Deferred Costs Satisfaction Amount. {Remainder of page intentionally left blank. Signature being on the next page.) 3 DISTRICT: ATTEST: HERITAGE BAY COMMUNITY DEVELOPMENT DISTRICT Justin Faireloth, Secretary Edwin Hubbard,Chairman STATE OF FLORIDA ) ss. COUNTY OF COLLIER ) The foregoing instrument was acknowledged before me,this clay of ,2018,by Edwin Hubbard, as Chairman of Heritage Bay Community Development District on behalf of the community development district, a community development district established and existing pursuant to Chapter 190, Florida Statutes, on behalf of the District, who ( ) is personally known to me or ( ) has produced as evidence of identification. (SEAL) NOTARY PUBLIC Name: (Type or Print) My Commission Expires: 4 DEVELOPER: LENNAR HOMES,LLC, a Florida limited liability company, successor by merger to Lennar BV,LLC, the successor in interest to Bayvest,LLC By: Darin McMurray,Vice President STATE OF FLORIDA ) )ss. COUNTY OF LEE ) The foregoing instrument was acknowledged before me this day of , 2018, by Darrin McMurray, Vice President of LENNAR HOMES, LLC, a Florida limited liability company, successor by merger to Lennar BV, LLC,the successor in interest to Bayvest,LLC,who( )is personally known to me or( )has produced as evidence of identification. (SEAL) NOTARY PI TBl,IC Name: (Type or Print) My Commission Expires: 5