Oakridge
 	Community  Development District	

Ron Mitcham - Chairman Steven Nathasingh - Vice Chairman Ana Salazar - Assistant Secretary Allen Blenden - Ass ist ant Secretary Evangeline Ott - Assistant Secretary

March 25, 2020

Governmental Management Services
-·

Oakridge
Community Development District

5385 N. Nob Hill Road, Sunrise, Florida 33351 Phone: 954-721-8681- Fax: 954-721-9202

March 18, 2020

Board of Supervisors
Oakridge Community Development District

Dear Board Members:

The regular meeting of the Board of Supervisors of Oakridge Community Development District is scheduled for March 25, 2020 at 6:00 p.m. at the Oak Lake Community Center, 3190 N. 56th Avenue, Hollywood, Florida. Following is the advance agenda:

Roll Call and Pledge of Allegiance

Approval of Minutes of the February 26, 2020 Meeting

Consideration of Resolution#2020-05 Bond Resolution

Consideration of Summary Terms and Conditions Engagement Letter from BBVA

Consideration of Resolution #2020-04 Approving the Proposed Fiscal Year 2021 Budget and Setting the Public Hearing

Discussion of Procedures for the General Election

Staff Reports
Attorney

Engineer - Authorization for Processing of Permits

Manager

Financial Reports
Approval of Check Register

Balance Sheet and Income Statement

Supervisors Requests and Audience Comments 1a. Adjournment
Meetings are open to the public and may be continued to a time, date and place certain. For more information regarding this CDD please visit the website: http://www.oakridgecdd.com

MINUTES OF MEETING OAKRIDGE
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Oakridge Community Development District was held on February 26, 2020 at 6:00 p.m., at the Oak Lake Community Center, 3190 N. 56th Avenue, Hollywood, Florida.

Present and constituting a quorum were:
Ron Mitcham Steven Nathasingh Ana Salazar
Allen Blenden Evangeline Ott

Also present were:
Luis Hernandez Patryk Tokarski Scott Cochran Juan Alvarez Several residents

Chairman
Vice Chairman Assistant Secretary Assistant Secretary Assistant Secretary

District Manager
Governmental Management Services District Counsel
District Engineer

FIRST  ORDER OF BUSINESS	Roll Call and Pledge of Allegiance
Mr. Hernandez called the meeting to order and called the roll.

SECOND  ORDER OF BUSINESS	Approval of Minutes of the January
22, 2020 Meeting

On MOTION by Ms. Salazar seconded by Mr. Nathasingh with all in favor the Minutes of the January 22, 2020 Meeting were approved.

Mr. Hernandez presented the minutes from the January 22, 2020 meeting, asked for any corrections, additions, or deletions, and upon not hearing any, asked for a motion to approve them.

THIRD  ORDER OF BUSINESS	Public	Hearing	to	Consider	the
Imposition of Special Assessments
Mr. Hernandez gave a brief summary on the history of everything that had taken place since the Oakridge Property Owners Association, Inc. approached the CDD requesting  assistance  regarding lake erosion issues.   An engineering study had been

February 26, 2020	Oakridge CDD

performed and showed how the erosion had affected the detention ponds. After also discussing this with the Hollywood Oaks Maintenance Association, Inc., both associations requested assistance from the COD for restoring the ponds. If the COD decided to take on such a project, the Board would need to determine how it would be funded, which was part of the purpose of the public hearing.
Mr. Alvarez briefly discussed the supplemental engineers report, explained how the ponds were interconnected and what would be done in order to keep the eroding from continuing to happen in the future, and outlined what the costs would be to do the project.
Several residents asked questions regarding the erosion and pond conditions. Mr. Mitcham explained the history and agreement between the Oakridge Property
Owners Association, Hollywood Oaks Maintenance Association, Inc., and Maple Ridge having interconnects between the neighborhoods, though Maple Ridge was not part of the Oakridge COD.
Mr. Hernandez presented the master assessment methodology report for the Series 2020 Bonds, briefly discussed the tables and how the cost allocations were made and options to finance the project.

Motion to Open the Public Hearing

On MOTION by Mr. Blenden seconded by Ms. Ott with all in favor the public hearing was opened.

Mr. Hernandez asked for a motion to open the public hearing.

Consideration of Supplemental Engineers Report
Consideration of Master Assessment Methodology Report for Series 2020 Bonds
Mr. Hernandez indicated the engineers report and assessment methodology report both had been previously approved at the January 22nd meeting,  but since they were part of the public hearing documentation they had been presented again and copies of the reports were available for whoever would like one.

Public Comment and Discussion - As per the District's rules, each speaker has 3 minutes to provide comments.
Mr. Hernandez briefly went over the public comment and discussion rules and asked anyone who wanted to speak to come up to speak to the Board at this time.

February 26, 2020	Oakridge CDD

Mr. Barry Galitzer expressed concerns of his property not being included in the lake erosion plan and provided photos showing erosion.
Mr. Alvarez indicated that area was being looked into further and there were contingencies factored into the cost estimates for situations like that.
Mr. Mitcham asked how long the useful life of the project was expected to last.
Mr. Hernandez responded the vendor indicated they should receive a benefit of at least 20 - 50 years.
Mr. Alvarez explained that pipes were usually designed to last for 50 - 100 years.

Approving the Project and Declaring that Special Assessments  will pay for the Project
Mr. Hernandez asked for a motion approving the project and declaring that special assessments will pay for the project.

On MOTION by Ms. Ott seconded by Mr. Blenden with Ms. Ott, Mr. Blenden, Mr. Nathasingh, and Ms. Salazar in favor and Mr. Mitcham opposed; approving the project and declaring that special assessments will pay for the project passed 4-1.

Equalization of Assessments
Mr. Hernandez briefly explained the differences of the allocations from the tables in the methodology report and asked the Board to determine if the methodology provided fair and equal allocations by what was presented.
Mr. Alvarez mentioned that the reports indicated linear feet but should actually be square feet.

On MOTION by Ms. Ott seconded by Mr. Blenden with Ms. Ott, Mr. Blenden, Mr. Nathasingh, and Ms. Salazar in favor and Mr. Mitcham opposed; the equalization of assessments was approved and passed 4-1.

Adoption of Resolution #2020-03
Mr. Hernandez presented Resolution #2020-03 and explained that it would allow the District to start the process of finding financing for the project since it approved the engineers report and assessment methodology report, defined the project and costs described in the engineers report, and allocated the debt presented in the assessment methodology report.

February 26, 2020	Oakridge CDD

There was further discussion on possibilities of residents objecting to the COD coming in and doing work with equipment in their backyards for the lake erosion project.

On MOTION by Mr. Blenden seconded by Mr.  Nathasingh with Mr. Blenden, Mr. Nathasingh,  Ms. Ott, and Ms. Salazar  in favor and Mr. Mitcham opposed; Resolution #2020-03 was adopted and passed 4-1.

Motion to Close the Public Hearing

On MOTION by Mr. Blenden seconded by Ms. Ott with all in favor the public hearing was closed.

Mr. Hernandez asked for a motion to close the public hearing.

FOURTH  ORDER OF BUSINESS	Consideration	of	Engagement
Letter with Greenberg Traurig to serve as Bond Counsel

On MOTION by Ms. Ott seconded by Mr. Blenden with all in favor the engagement letter with Greenberg Traurig to serve as bond counsel was approved.

Mr. Hernandez presented the engagement letter with Greenberg Traurig to serve as bond counsel, and asked for a motion to approve it.

FIFTH ORDER OF BUSINESS	Discussion on Timetable
Mr. Hernandez briefly discussed the timetable and expectations of how everything would progress as the project moved forward.

SIXTH  ORDER OF BUSINESS	Acceptance of Audit for Fiscal Year
Ending September 30, 2019
Mr. Hernandez presented the audit for fiscal year ending September 30, 2019, indicated it was a clean audit, and asked for a motion to accept it for the District's records.

On MOTION by Mr. Nathasingh seconded by Ms. Salazar with all in favor the audit for fiscal year ending September 30, 2019 was accepted.

SEVENTH  ORDER OF BUSINESS	Staff Reports
Attorney
Mr. Cochran explained staff would be working together on preparing the bond documentation and validation documentation in between the meetings and everything should be able to follow the recently presented timetable.

February 26, 2020	Oakridge COD

Engineer
There not being any report, the next item followed.

Manager
Mr. Hernandez reminded the Board that the next scheduled meeting would be on March 25, 2020.

EIGHTH  ORDER OF BUSINESS	Financial Reports
Approval of Check Register
Balance Sheet and Income Statement

On MOTION by Mr. Blenden seconded by Ms. Ott with all in favor the Check Register, the Balance Sheet and Income Statement were approved.

Mr. Hernandez presented the check register, and the balance sheet and income statement, asked for any comments, and upon not hearing any, asked for a motion to approve them.

NINTH  ORDER OF BUSINESS	Supervisors Requests & Audience
Comments
There was a brief discussion on the types of equipment that would be used and concerns about going through many properties in order to move forward with the excavation for the lake erosion project.
Mr. Blenden reminded the Board that a lot of the lake property could be accessed through other areas besides just going through residential property since a lot the lake areas had common areas surrounding the lake.
Mr. Hernandez explained that was the purpose of having a timeline so that if everything moved forward as presented, the COD would receive funding by May and permits would need to be obtained by then so the work could begin not long after that.
Ms. Ott asked how long the project would take to complete.
Mr. Hernandez responded the whole project would be done at the same time and expected to take around six months to complete.
A resident asked if prior to starting the project if the contractor could make a full presentation at one of the upcoming COD meetings to explain how the project would be done, what type of machinery and paths would be used, and address any questions or concerns the community might have so the residents would know what to expect.

February 26, 2020	Oakridge CDD

Mr. Hernandez responded the COD would work on making that happen.
A resident expressed concerns that the erosion issues would still be ongoing even after the lake maintenance project was completed because the lack of maintenance being done on the lake banks was what contributed to the erosion issues to begin with.
Mr. Hernandez explained that the associations were actually supposed to be doing the maintenance and the COD would be more proactive to ensure the HOAs were providing such services so it didn't continue to be an issue.

TENTH ORDER OF BUSINESS	Adjournment
Mr. Hernandez asked if there were any other comments or items for discussion, and upon hearing none, asked for a motion to adjourn the meeting.

On MOTION by Mr. Mitcham seconded by Ms. Ott with all in the favor the meeting was adjourned.

Secretary I Assistant Secretary	Chairman / Vice Chairman

RESOLUTION  NO. 2020-05

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE OAKRIDGE	COMMUNITY	DEVELOPMENT	DISTRICT AUTHORIZING THE ISSUANCE OF $1,605,000 OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2020 (THE "BONDS") FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE COSTS OF THE PLANNING, FINANCING, CONSTRUCTION AND/OR ACQUISITION, EQUIPPING AND INSTALLATION OF PUBLIC INFRASTRUCTURE IMPROVEMENTS INCLUDING, BUT NOT LIMITED TO THE SHORELINE RESTORATION AND REINFORCEMENT OF SIX (6) WATER DETENTION PONDS EXPERIENCING EROSION WITHIN THE DISTRICT AND ASSOCIATED PROFESSIONAL FEES AND INCIDENTAL COSTS RELATED THERETO PURSUANT TO CHAPTER 190, FLORIDA STATUTES, AS AMENDED; DETERMINING THE NEED FOR A NEGOTIATED PRIVATE PLACEMENT OF THE BONDS TO BBVA MORTGAGE CORPORATION (THE "LENDER") AND PROVIDING FOR A DELEGATED AWARD OF SUCH BONDS; APPOINTING A TRUSTEE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, AND PRIVATE PLACEMENT OF THE BONDS; PROVIDING THAT SUCH BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT, HOLLYWOOD, FLORIDA, BROWARD COUNTY, FLORIDA OR THE STATE OF FLORIDA OR OF ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE FROM SPECIAL ASSESSMENTS ASSESSED AND LEVIED ON THE PROPERTY WITHIN THE DISTRICT BENEFITED BY THE IMPROVEMENTS AND SUBJECT TO ASSESSMENT; PROVIDING FOR THE JUDICIAL VALIDATION OF SUCH BONDS; AND PROVIDING FOR OTHER RELATED MATTERS.

WHEREAS, Oalaidge Community Development District (the "District") is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") and created by Ordinance No. 95-71 enacted by the City Commission of the City of Hollywood, Florida effective on November 22, 1995;

WHEREAS, the premises governed by the District currently consist of approximately
acres ofland located in the boundaries as described in Exhibit A attached hereto;

WHEREAS, pursuant to that certain Trust Indenture dated as of April 1, 1998 between the Issuer and U.S. Bank National Association (successor in interest to First Union National Bank), as trustee, the District has previously issued $3,595,000 in aggregate principal amount of

its Oakridge Community Development District Special Assessment Bonds, Series 1998, which are no longer outstanding, to finance the cost of the acquisition and construction of certain public improvements within the District;

WHEREAS, pursuant to that certain Trust Indenture and Loan Agreement dated as of March 27, 2013 by and among the Issuer, AG Oakridge LLC, as the lender and U.S. Bank National Association, as trustee, the District has previously issued $935,000 in aggregate principal amount of its Oalaidge Community Development District Special Assessment Refunding Bonds, Series 2013, which are no longer outstanding, to finance the cost of the acquisition and construction of certain public improvements within the District;

WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction, and the District has decided to undertake the planning, financing, construction and/or acquisition, equipping and installation of public infrastructure improvements including, but not limited to the shoreline restoration and reinforcement of six (6) water detention ponds experiencing erosion within the District and associated professional fees and incidental costs related thereto pursuant to the Act (the "Project"), as set forth in Schedule I attached hereto;

WHEREAS, pursuant to the Series 2020 Indenture (as defined below) and this Resolution, the District hereby determines to issue its Special Assessment Bonds, Series 2020 (the "Series 2020 Bonds") in the aggregate principal amount of $1,605,000, which together with other legally available funds of the District, will be used to pay all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Project;

WHEREAS, the District solicited proposals from various financial institutions, to purchase the Series 2020 Bonds, in an amount not to exceed $1,800,000, to provide for the financing of the Project;

WHEREAS, based on a proposal (the "Proposal") previously approved by the Board of Supervisors of the District (the "Board") on March 25, 2020 from BBVA Mortgage Corporation, an Alabama corporation organized to transact business in the State of Florida (the "Lender"), the Lender will purchase, on a negotiated private placement basis, the Series 2020 Bonds to be issued by the District pursuant to the terms and provisions of the Bond Placement Agreement (as herein defined);

WHEREAS, the District desires to authorize and approve various instruments to be executed and delivered in connection with the Series 2020 Bonds and to provide for the judicial validation of the Series 2020 Bonds pursuant to Section 190.016(12), Florida Statutes; and

WHEREAS, there has been submitted to this meeting with respect to the issuance and sale of the Series 2020 Bonds and submitted to the Board forms of:

a Bond Placement Agreement with respect to the Series 2020 Bonds by and among MBS Capital Markets, LLC, as placement agent (the "Placement Agent"), the Lender and the District, together with the form of a disclosure statement attached to the
. Bond Placement Agreement pursuant to Section 218.385, Florida Statutes, substantially in the form attached hereto as Exhibit B (the "Placement Agreement"); and

a Trust Indenture by and between the District and the Trustee (as herein defined), substantially in the form attached hereto as Exhibit C (the "Series 2020 Indenture").

NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Oakridge Community Development District, as follows:

Section 1. Definitions. Capitalized terms used herein without definitions shall have the meanings assigned thereto in the Series 2020 Indenture described in Section 6 hereof, the form of which is set out as Exhibit C attached hereto, unless the context otherwise clearly requires.

Section 2. Negotiated Private Placement. The Board hereby finds that the complex nature of assessment bond financings, the favorable terms of the Proposal, and the volatile conditions prevailing in the market for municipal bonds makes it necessary and in the best interest of the District that the Series 2020 Bonds, in the aggregate principal amount of
$1,605,000, be privately placed on a negotiated basis with the Lender pursuant to the terms of the Placement Agreement. The District hereby further finds that it will not be adversely affected if the Series 2020 Bonds are not sold pursuant to a competitive sale.

Section 3. Sale of the Series 2020 Bonds. That except as otherwise provided in the last sentence of this Section 3, the Proposal submitted by the Lender to purchase the Series 2020 Bonds on the conditions established pursuant to the parameters set forth below and on the terms and conditions set forth in the Placement Agreement (the form of which is attached hereto as Exhibit B) with respect to the Series 2020 Bonds, are hereby approved and adopted by the District. Subject to the last sentence of this Section 3, the Chairperson (or, in the absence of the Chairperson, any other member of the Board) is hereby authorized to execute and deliver on behalf of the District, and the Secretary of the District is hereby authorized (if so required) to affix the seal of the District and attest to the execution of the Placement Agreement substantially in the form presented at this meeting. The disclosure statements of the Lender, as required by Section 218.385, Florida Statutes, to be delivered to the District prior to the execution of the Placement Agreement, will be entered into the official records of the District. The Placement Agreement, when in final form, as determined by counsel to the District, may be executed and implemented, as the case may be, by the District without further action provided that (i) the interest rate on the Series 2020 Bonds does not exceed 1.76%, subject to adjustment under certain circumstances described in the Series 2020 Indenture; (ii) the principal amount of Series 2020 Bonds shall not exceed $1,800,000; (iii) the final maturity of the Series 2020 Bonds shall not be later than May 1, 2033; and (iv) the terms of the Series 2020 Bonds are consistent with the terms of the Proposal.

Section 4. Purpose and Authorization. The Board further  authorizes  the issuance  of the Series 2020 Bonds to pay all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Project and to pay the costs of issuing the Series 2020 Bonds.

Section 5. Details of the Series 2020 Bonds. The proceeds  of the Series 2020  Bonds shall be applied in accordance with the provisions of the Series 2020 Indenture to be entered into by and between the District and U.S. Banlc National Association, as the trustee, paying agent and bond registrar (the "Trustee"). The Series 2020 Bonds shall mature in the amount, be subject to mandatory sinldng fund redemption, bear interest at the rate (which is subject to adjustment under certain circumstances described in the Series 2020 Indenture), and be subject to optional redemption, all as provided in the Series 2020 Indenture. The execution of the Series 2020

Indenture shall constitute approval of such terms as set forth in this Section 5. The aggregate principal amount of the Series 2020 Bonds authorized to be issued pursuant to this Resolution shall equal $1,605,000.

Section 6. Series 2020 Indenture. The District hereby approves and authorizes the execution by the Chairperson or any other member of the Board and the Secretary, or any Assistant Secretary, of the Board and the delivery of the Series 2020 Indenture in substantially the form attached hereto as Exhibit C, with such changes therein as shall be approved by the Chairperson or any other member of the Board executing the same upon the advice of counsel to the District and the District's Bond Counsel, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form of Series 2020 Indenture attached hereto.

Section 7.  Appointments.  The Board hereby appoints U.S. Bank National Association as trustee, paying agent and bond registrar under the Series 2020 Indenture. In addition, the Board ratifies the appointment of MBS Capital Markets, LLC, to serve as Placement Agent under the Placement Agreement in connection with the negotiated private placement of the Series 2020 Bonds.

Section 8. Bond Validation. District Counsel and Bond Counsel to the District  are hereby authorized and directed to take appropriate proceedings in the Circuit Court of the Seventeenth Judicial Circuit of Florida, in and for Broward County, Florida, for validation of the Series 2020 Bonds and the proceedings incident thereto to the extent required by and in accordance with Section 190.016(12) and Chapter 75, Florida Statutes. The Chairperson or Vice-Chairperson or any Designated Member is authorized to sign any pleadings and to offer testimony in any such proceedings for and on behalf of the District. The other members of the Board, the officers of the District and the agents and employees of the District, including, without limitation, the District Manager, the engineer or engineering firm serving as engineer to the District, and the District's financial advisor are hereby also authorized to offer testimony for and on behalf of the District in connection with any such validation proceedings.

Section 9. Authorization and Ratification of Prior  and  Subsequent  Acts.  The members of the Board, the officers of the District, and the agents and employees of the District, are hereby authorized and directed to do all such acts and things and to execute all such documents, including, without limitation, the execution and delivery of any closing documents, as may be necessary to carry out and comply with the provisions of this Resolution and the Series 2020 Indenture, and all of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved. In the event that the Chairperson or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District herein authorized. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation.

Section 10. Severability. If any section, paragraph, clause or prov1s10n of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.

Section 11. Open Meetings. It is hereby found and determined that all acts of the Board concerning and relating to adoption of this Resolution were taken in open meetings of the Board and all deliberations of the Board that resulted in such official acts were in meetings open to the public in compliance with all legal requirements, including, but not limited to, the requirements of Section 286.011, Florida Statutes.

Section 12. Effective Date. This Resolution shall take effect immediately upon its adoption, and any provisions of any previous resolutions  in  conflict  with the  provisions  hereof are hereby superseded.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS]

PASSED in Public Session of the Board of Supervisors of Oakridge Community Development District this 25th day of March, 2020.

ATTEST:	OAKRIDGE COMMUNITY
DEVELOPMENT DISTRICT

By: 	_			 Secretary, Board of Supervisors			Chairperson, Board of Supervisors

SCHEDULE I
DESCRIPTION OF THE PROJECT
The Project includes the planning, financing, acquisition, construction, equipping and installation of the following public infrastructure improvements and associated professional fees and incidental costs related thereto pursuant to Chapter 190, Florida Statutes, as amended, including, without limitation, the items listed below, all of which is described in more detail in the Supplemental Engineer's Report Infrastructure Improvements prepared for the Board of Supervisors Oakridge Community Development District, dated January 22, 2020, prepared by Alvarez Engineers, Inc., as such improvements may be modified from time to time by the Consulting Engineer in an Engineer's Report approved by the Board:

Infrastructure Description	
Cost	
Shoreline Restoration of Six (6) Ponds	$1,786,000	
TOTAL*	$1,786,000	

*Estimated project costs include Professional, Engineering and Legal fees, construction contingency and permit fees in the amount of $232,916.75

EXHIBIT A

LEGAL DESCRIPTION OF
OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT

The present boundaries of Oakridge Community Development District are as follows:

[To Come]

A-1

EXHIBITB

FORM OF BOND PLACEMENT AGREEMENT

B-1

EXHIBITC

FORM OF SERIES 2020 INDENTURE

ACTIVE 49519642v2

C-1

TRUST INDENTURE

between

OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT

and

U.S. BANK NATIONAL ASSOCIATION As Trustee

Dated as of ._[ 		_.] 1, 2020

relating to

$[	l
OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS
SERIES 2020

TABLE OF CONTENTS
PAGE

ARTICLE I DEFINITIONS	2
ARTICLE II THE BONDS........................................ ERROR! BOOKMARK NOT DEFINED. SECTION 2.01.	AMOUNTS AND TERMS OF BONDS; DETAILS OF BONDS	11
SECTION 2.02.	EXECUTION	12
SECTION 2.03.	AUTHENTICATION; AUTHENTICATING AGENT	12
SECTION 2.04.	REGISTRATION AND REGISTRAR	12
SECTION 2.05.	MUTILATED, DESTROYED, LOST OR STOLEN BONDS	13
SECTION 2.06.	CANCELLATION AND DESTRUCTION OF SURRENDERED BONDS	13

SECTION 2.07.
SECTION 2.08.
SECTION 2.09.
SECTION 2.10.

REGISTRATION, TRANSFER AND EXCHANGE	13
PERSONS DEEMED OWNERS	14
LIMITATION ON INCURRENCE OF CERTAIN INDEBTEDNESS14 ADIDSTMENTS TO INTEREST RATE	14

ARTICLE III ISSUE OF BONDS	16
SECTION 3.01.	ISSUE OF BONDS	16
SECTION 3.02.	DISPOSITION OF PROCEEDS AND OTHER FUNDS	17
ARTICLE IV SPECIAL ASSESSMENTS; APPLICATION THEREOF TO FUNDS AND ACCOUNTS	18
SECTION 4.01.	SERIES 2020 SPECIAL ASSESSMENTS; LIEN OF INDENTURE
ON PLEDGED REVENUES	18

SECTION 4.02.
SECTION 4.03.
SECTION 4.04.
SECTION 4.05.
SECTION 4.06.
SECTION 4.07.

FUNDS AND ACCOUNTS RELATING TO THE BONDS	18
REVENUE FUND	19
DEBT SERVICE FUND	19
[RESERVED]	20
BOND REDEMPTION FUND	20
PROCEDURE WHEN FUNDS ARE SUFFICIENT TO PAY ALL BONDS	21

SECTION 4.08.	UNCLAIMED MONEYS	21
SECTION 4.09.	DEPOSITS INTO AND APPLICATION OF MONEYS IN THE REBATE FUND	21
SECTION 4.10.	DEPOSITS INTO AND APPLICATION OF MONEYS IN THE COSTS OF ISSUANCE FUND	22
ARTICLE V SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS	23
SECTION 5.01.	DEPOSITS AND SECURITY THEREFOR	23
SECTION 5.02.	INVESTMENT  OR DEPOSIT OF FUNDS	23
SECTION 5.03.	VALUATION OF FUNDS	24
ARTICLE VI REDEMPTION OF BONDS	25
SECTION 6.01.	REDEMPTION DATES AND PRICES	25
SECTION 6.02.	NOTICE OF REDEMPTION	26
SECTION 6.03.	PAYMENT OF REDEMPTION PRICE	27
SECTION 6.04.	PARTIAL REDEMPTION OF BONDS	28

ARTICLE VII COVENANTS OF THE ISSUER	29

SECTION 7.01.
SECTION 7.02.
SECTION 7.03.
SECTION 7.04.
SECTION 7.05.
SECTION 7.06.

SECTION 7.07.

SECTION 7.08.

SECTION 7.09.
SECTION 7.10.
SECTION 7.11.
SECTION 7.12.

SECTION 7.13.

SECTION 7.14.

SECTION 7.15.
SECTION 7.16.
SECTION 7.17.
SECTION 7.18.
SECTION 7.19.
SECTION 7.20.
SECTION 7.21.

SECTION 7.22.
SECTION 7.23.
SECTION 7.24.

SECTION 7.25.
SECTION 7.26.

SECTION 7.27.
SECTION 7.28.

SECTION 7.29.
SECTION 7.30.

SECTION 7.31.

SECTION 7.32.

POWER TO ISSUE BONDS AND CREATE LIEN	29
PAYMENT OF PRINCIPAL AND INTEREST ON BONDS	29
SERIES 2020 SPECIAL ASSESSMENTS; RE-ASSESSMENTS	29
METHOD OF COLLECTION	30
DELINQUENT  SERIES 2020 SPECIAL ASSESSMENTS	30
SALE OF TAX CERTIFICATES AND ISSUANCE OF TAX DEEDS; FORECLOSURE OF SPECIAL ASSESSMENT LIENS	31
BOOKS AND RECORDS WITH RESPECT TO SERIES 2020 SPECIAL ASSESSMENTS	31
REMOVAL OF SERIES 2020 SPECIAL ASSESSMENT LIENS; PREPAYMENTS	31
DEPOSIT OF SPECIAL ASSESSMENTS	32
CONSTRUCTION TO BE ON ISSUER LANDS	32
MAINTENANCE OF THE PROJECT.	32
OBSERVANCE OF AND COMPLIANCE WITH VALID REQUIREMENTS; NO ADDITIONAL LIENS	32
PAYMENT OF OPERATING OR MAINTENANCE COSTS BY STATE OR OTHERS	33
PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE; MAINTENANCE OF INSURANCE; USE OF INSURANCE AND CONDEMNATION PROCEEDS	33
COLLECTION OF INSURANCE PROCEEDS	34
USE OF REVENUES FOR AUTHORIZED PURPOSES ONLY	35
BOOKS AND RECORDS	35
RESERVED	35
EMPLOYMENT OF CERTIFIED PUBLIC ACCOUNTANT.	36
ESTABLISHMENT OF FISCAL YEAR, ANNUAL BUDGET	36
EMPLOYMENT OF CONSULTING ENGINEER; CONSULTING ENGINEER'S REPORT	36
AUDIT REPORTS	37
ISSUER RECORDS	37
COVENANT AGAINST SALE OR ENCUMBRANCE;
EXCEPTIONS	37
NO LOSS OF LIEN ON PLEDGED REVENUES	38
COMPLIANCE WITH OTHER CONTRACTS AND AGREEMENTS
··············································································································        38
ISSUANCE OF ADDITIONAL OBLIGATIONS	38
EXTENSION OF TIME FOR PAYMENT OF INTEREST PROHIBITED	38
FURTHER ASSURANCES	38
USE OF BOND PROCEEDS TO COMPLY WITH INTERNAL REVENUE CODE	38
CORPORATE EXISTENCE  AND  MAINTENANCE  OF PROPERTIES	38
ADDITIONAL INFORMATION TO BE PROVIDED TO THE LENDER	39

ARTICLE  VIII EVENTS  OF DEFAULT AND REMEDIES	40
SECTION 8.01.	EVENTS OF DEFAULT AND REMEDIES	40
SECTION 8.02.	EVENTS OF DEFAULT DEFINED	40
SECTION 8.03.	NO ACCELERATION	40
SECTION 8.04.	LEGAL PROCEEDINGS BY TRUSTEE	40
SECTION 8.05.	DISCONTINUANCE OF PROCEEDINGS BY TRUSTEE	41
SECTION 8.06.	BONDHOLDERS  MAY DIRECT PROCEEDINGS	41
SECTION 8.07.	LIMITATIONS ON ACTIONS BY BONDHOLDERS	41
SECTION 8.08.	TRUSTEE MAY ENFORCE RIGHTS WITHOUT POSSESSION OF BONDS	41

SECTION 8.09.
SECTION 8.10.
SECTION 8.11.
SECTION 8.12.
SECTION 8.13.

REMEDIES NOT EXCLUSIVE	42
DELAYS  AND OMISSIONS  NOT TO IMPAIR RIGHTS	42
APPLICATION OF MONEYS IN EVENT OF DEFAULT	42
TRUSTEE'S RIGHT TO RECEIVER; COMPLIANCE WITH ACT. 42 TRUSTEE AND BONDHOLDERS ENTITLED TO ALL REMEDIES UNDER ACT	42

ARTICLE IX THE TRUSTEE; THE PAYING AGENT AND REGISTRAR	44

SECTION 9.01.
SECTION 9.02.
SECTION 9.03.

SECTION 9.04.
SECTION 9.05.
SECTION 9.06.
SECTION 9.07.
SECTION 9.08.
SECTION 9.09.
SECTION 9.10.
SECTION 9.11.
SECTION 9.12.
SECTION 9.13.
SECTION 9.14.
SECTION 9.15.
SECTION 9.16.
SECTION 9.17.

SECTION 9.18.
SECTION 9.19.
SECTION 9.20.

SECTION 9.21.

SECTION 9.22.

SECTION 9.23.

SECTION 9.24.

ACCEPTANCE OF TRUST	44
NO RESPONSIBILITY FOR RECITALS	44
TRUSTEE MAY ACT THROUGH AGENTS; ANSWERABLE ONLY FOR WILLFUL MISCONDUCT OR NEGLIGENCE	44
COMPENSATION  AND INDEMNITY	44
NO DUTY TO RENEW INSURANCE	45
NOTICE OF DEFAULT; RIGHT TO INVESTIGATE	45
OBLIGATION TO ACT ON DEFAULTS	45
RELIANCE BY TRUSTEE	45
TRUSTEE  MAY DEAL IN BONDS	45
CONSTRUCTION OF AMBIGUOUS PROVISIONS	46
RESIGNATION OF TRUSTEE	46
REMOVAL OF TRUSTEE	46
APPOINTMENT OF SUCCESSOR TRUSTEE	46
QUALIFICATION OF SUCCESSOR	47
INSTRUMENTS OF SUCCESSION	47
MERGER OF TRUSTEE	47
EXTENSION OF RIGHTS AND DUTIES OF TRUSTEE TO PAYING AGENT AND REGISTRAR	47
RESIGNATION OF PAYING AGENT OR REGISTRAR	47
REMOVAL OF PAYING AGENT OR REGISTRAR	48
APPOINTMENT OF SUCCESSOR PAYING AGENT OR REGISTRAR	48
QUALIFICATIONS OF SUCCESSOR PAYING AGENT OR REGISTRAR	48
JUDICIAL APPOINTMENT OF SUCCESSOR PAYING AGENT OR REGISTRAR	48
ACCEPTANCE OF DUTIES BY SUCCESSOR PAYING AGENT OR REGISTRAR	49
SUCCESSOR BY MERGER OR CONSOLIDATION	49

ARTICLE X ACTS  OF BONDHOLDERS;  EVIDENCE  OF OWNERSHIP OF BONDS	50
SECTION 10.01.	ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS	50
ARTICLE XI AMENDMENTS AND SUPPLEMENTS	51
SECTION 11.01.	AMENDMENTS AND SUPPLEMENTS WITHOUT BONDHOLDERS' CONSENT	51
SECTION 11.02.	AMENDMENTS WITH BONDHOLDERS' CONSENT	51
SECTION 11.03.	TRUSTEE AUTHORIZED TO JOIN IN AMENDMENTS AND SUPPLEMENTS;  RELIANCE ON COUNSEL	51
ARTICLE XII DEFEASANCE	53
SECTION 12.01.	DEFEASANCE	53
SECTION 12.02.	DEPOSIT OF FUNDS FOR PAYMENT OF BONDS	53
ARTICLE XIII MISCELLANEOUS PROVISIONS	55
SECTION 13.01.	LIMITATIONS ON RECOURSE	55
SECTION 13.02.	PAYMENT DATES	55
SECTION 13.03.	NO RIGHTS CONFERRED ON OTHERS	55
SECTION 13.04.	ILLEGAL PROVISIONS DISREGARDED	55
SECTION 13.05.	SUBSTITUTE NOTICE	55
SECTION 13.06.	NOTICES	55
SECTION 13.07.	BROKERAGE CONFIRMATIONS	56
SECTION 13.08.	WAIVER OF JURY TRIAL	57
SECTION 13.09.	DEPOSITORY RELATIONSHIP ......... ERROR! BOOKMARK NOT DEFINED.
SECTION 13.10.	CONTROLLING LAW	57
SECTION 13.11.	SUCCESSORS AND ASSIGNS	57
SECTION 13.12.	HEADINGS FOR CONVENIENCE ONLY	57
SECTION 13.13.	COUNTERPARTS	57
SECTION 13.14.	APPENDICES AND EXHIBITS	57
SECTION 13.15.	PATRIOT ACT REQUIREMENTS OF THE TRUSTEE	57

EXHIBIT A - LEGAL DESCRIPTION OF OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT
EXHIBIT B - DESCRIPTION OF PROJECT EXHIBIT C - FORM OF BOND
EXHIBIT D - FORM OF REQUISITIONS EXHIBIT E - FORM OF INVESTOR LETTER

THIS TRUST INDENTURE, dated as of [	] 1, 2020 (the "Indenture"), by and between OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT (together with its permitted successors and assigns, the "Issuer"), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having corporate trust offices in Orlando, Florida (said national banking association and any bank or trust company becoming successor trustee under this Indenture being hereinafter referred to as the "Trustee");

WIT   NE  S SETH:
WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and created by Ordinance No. 95-71 enacted by the City Commission of the City of Hollywood, Florida (the "City") effective on November 22, 1995, for the purpose, among other things, of financing and managing the acquisition and construction, maintenance, and operation of the major infrastructure within and without the boundaries of the premises to be governed by the Issuer; and

WHEREAS, the premises governed by the Issuer (as further described in Exhibit A hereto, the "District Lands" or the "District") consist of approximately 242.8 acres of land located entirely within the incorporated area of the City in Broward County, Florida (the "County"); and

WHEREAS, as a result of the passage of time and environmental and natural conditions certain parts of six (6) of the Issuer's pond banks have been severely eroded and require capital repair, including engineering services (herein the "Project"); and

WHEREAS, the Issuer has previously determined to undertake the design, acquisition and/or construction and certain ongoing operations and maintenance costs of certain public infrastructure improvements constituting the Project improvements; and related incidental costs, pursuant to the Act for the special benefit of the District Lands; and

WHEREAS, pursuant to that certain Trust Indenture dated as of April 1, 1998 between the Issuer and U.S. Bank National Association (successor in interest to First Union National Bank), as trustee, the Issuer issued $3,595,000 in aggregate principal amount of its Oakridge Community Development District Special Assessment Bonds, Series 1998 (the "1998 Bonds"), which are no longer outstanding, to finance certain public improvements within the District.

WHEREAS, pursuant to that certain Trust Indenture and Loan Agreement dated as of March 27, 2013 by and among the Issuer, AG Oakridge LLC, as the lender and U.S. Bank National Association, as trustee, the Issuer issued $935,000 in aggregate principal amount of its Oakridge Community Development District Special Assessment Refunding Bonds, Series 2013, which are no longer outstanding, to refund, defease and redeem the 1998 Bonds.

WHEREAS, the Issuer has adopted Resolution No. 2020-05 on March 25, 2020 authorizing the issuance of the hereinafter defined Bonds in an aggregate principal amount of

$[1,605,000] and approving the form of and authorizing the execution and delivery of this Indenture and the acceptance of the Proposal (herein defined); and

WHEREAS, the Issuer has determined that it will be in the best interest of the property owners and residents within the District to issue a series of bonds, designated as the Oakridge Community Development District Special Assessment Bonds, Series 2020 (the "Bonds"), pursuant to this Indenture;

WHEREAS, in the manner provided herein, the proceeds of the Bonds, together with other legally available moneys of the District, will be used to provide funds for (i) the costs of acquiring and/or constructing all or a portion of the Project and (ii) the payment of the costs of issuance of the Bonds; and

WHEREAS, this Indenture shall constitute a combined master trust indenture and a supplemental indenture setting forth all of the terms of the Bonds; and

WHEREAS, BBVA Mortgage Corporation, an Alabama corporation organized to transact business in the State of Florida (together with its successors and assigns, the "Lender"), has submitted to the Board a proposal (the "Proposal") which the Board, on behalf of the Issuer, has accepted on March 25, 2020, whereby the Lender has agreed to purchase the Bonds and loan the proceeds thereof to the Issuer pursuant to the terms and provisions of the Proposal and this Indenture;

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to provide for the issuance of Bonds under this Indenture, as may be supplemented from time to time by one or more Supplemental Indentures, the security and payment of the principal, Redemption Price thereof and interest thereon, the rights of the Owners of the Bonds and the performance and observance of all of the covenants contained herein, in said Bonds for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer hereby assigns, transfers, sets over and pledges to the Trustee and grants a lien on all of the right, title and interest of the Issuer in and to the Pledged Revenues (hereinafter defined) as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on Bonds issued hereunder, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:

ARTICLE I
DEFINITIONS

In this Indenture and any Supplemental Indenture hereto (except as otherwise expressly provided or unless the context otherwise requires) terms defined in the recitals hereto shall have the same meaning throughout this Indenture, and in addition, the following terms shall have the· meanings specified below:

"Account" shall mean any account established pursuant to this Indenture.

"Act" shall mean the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended from time to time, and any successor statute thereto.
"Adjustment Event" shall mean a Determination of Taxability or an Event of Default. "Annual Budget" shall mean the Issuer's budget for a Fiscal Year, adopted pursuant to
the provisions of the Act and Section 7.20 of this Indenture, as the same may be amended from time to time.
"Arbitrage Certificate" shall mean the certificate of the Issuer delivered at the time of issuance of the Bonds setting forth the expectations of the Issuer with respect to the use of the proceeds of the Bonds and also containing certain covenants of the Issuer in order to achieve compliance with the Code relating to the tax-status of the Bonds.

"Assessment Resolutions" shall mean Resolution No. 2020-01, Resolution No. 2020-02 and Resolution 2020-03, adopted by the Issuer on January 22, 2020, January 22, 2020 and February 26, 2020, respectively, which represents the proceedings of the Issuer to levy and collect the Series 2020 Special Assessments.

"Authenticating Agent," shall mean the agent so described in, and appointed pursuant to, Section 2.03 hereof.
"Authorized Denomination" shall mean, with respect to the Bonds, the principal amount of Bonds Outstanding.
"Authorized Newspaper" shall mean a newspaper printed in English and customarily published at least once a day at least five days a week and generally circulated in New York, New York, or such other cities as the Issuer from time to time may determine by written notice provided to the Trustee. When successive publications in an Authorized Newspaper are required, they may be made in the same or different Authorized Newspapers.

"Board" shall mean the Board of Supervisors of the Oakridge Community Development District acting as the governing body of the Issuer.

"Bonds" shall mean the Oalaidge Community Development District Special Assessment Bonds, Series 2020 issued in one series in the aggregate principal amount of $[1,605,000] and delivered pursuant to the provisions of this Indenture and, as applicable, bonds subsequently issued to refund all or a portion of such Bonds.

"Bond Counsel" shall mean Counsel of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on obligations issued by states and their political subdivisions.

"Bondholder," "Holder of Bonds," "Holder," "Bondowner" or "Owner" or any similar term shall mean any Person or Persons who shall be the registered owner of any Outstanding Bond or Bonds, as evidenced on the Bond Register of the Issuer kept by the Registrar.

"Bond Redemption Fund" shall mean the Fund so designated  which  1s  established pursuant to Section 4.07 hereof.
"Bond Register" shall have the meaning specified in Section 2.04 of this Indenture. "Business Day" shall mean any day other than a Saturday or Sunday or legal holiday or a
day on which the principal office of the Issuer, the Trustee, the Registrar or any Paying Agent is
closed.

"Certified Public Accountant" shall mean a Person, who shall be Independent, appointed by the Board, actively engaged in the business of public accounting and duly certified as a certified public accountant under the laws of the State.

"Certified Resolution" or "Certified Resolution of the Issuer" shall mean a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Issuer, under its seal, to have been duly adopted by the Board and to be in full force and effect as of the date of such certification.

"City" shall mean Hollywood, Florida, a municipal corporation of the State.

"Code" shall mean the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

"Consultant" shall mean a Person, who shall be Independent, appointed by the Board, qualified to pass upon questions relating to local governmental entities and having a favorable reputation for skill and experience in the financial affairs of local governmental entities.

"Consulting Engineer" shall mean the Independent engineer or engineering firm or corporation at the time employed by the Issuer under the provisions of Section 7.21 of this Indenture to perform and carry out duties imposed on the Consulting Engineer by this Indenture. The Independent engineer or engineering firm or corporation at the time serving as the engineer to the Issuer may serve as Consulting Engineer under this Indenture.
"Costs of Issuance Fund" shall mean the Fund so  designated  which  1s  established pursuant to Section 4.11 hereof.

"Counsel" shall mean an attorney-at-law or law firm (who may be counsel for the Issuer) not unsatisfactory to the Issuer or Trustee, as applicable.

"County" shall mean Broward County, Florida.

"Debt Service Fund" shall mean the Fund so designated which is established pursuant to Section 4.05 hereof.

"Debt Service Requirements," with reference to a specified period, shall mean:

interest payable on the Bonds during such period; and

amounts required to be paid into any mandatory sinking fund account with respect to the Bonds during such period; and

amounts required to pay the principal of the Bonds maturing during such period and not to be redeemed prior to or at maturity through any sinking fund account.

"Default Rate" shall mean the lesser of (a) 300 basis points over the applicable interest rate on the Bonds or (b) the maximum rate permitted by law, which rate will be applicable to the Bonds upon the occurrence of an Event of Default.

"Defeasance Securities" shall mean, to the extent permitted by law, (a) cash, (b) non­ callable Government Obligations or (c) to the extent acceptable, at the time of defeasance, to the Lender and Bond Counsel, any other Investment Securities.

"Determination of Taxability" shall mean (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other written notification which holds in effect that the interest payable on any Bonds is includable for federal income tax purposes in the gross income of the Owner thereof, which notice or notification is not successfully contested by either the Issuer or any Owner of the Bonds, or (ii) a determination by a court of competent jurisdiction that the interest payable on any of the Bonds is includable for federal income tax purposes in the gross income of the Owner thereof, which determination either is final and non-appealable or is not appealed within the requisite time period for appeal, or (iii) the admission in writing by the District to the effect that interest on any Bonds is includable for federal income tax purposes in the gross income of the Owner thereof. The effective date of the Determination of Taxability shall be the date such interest is includable in gross income; provided, no Determination of Taxability shall be deemed to occur unless the Issuer has been given written notice of such occurrence and, to the extent permitted by law, an oppo1iunity to participate in and seek, at the Issuer's own expense, a final administrative determination by the Internal Revenue Service or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such Determination of Taxability.

"Determination of Taxability Period" shall mean the period of time between (a) the earliest date that the Internal Revenue Service imposes federal income tax on the interest on the Bonds and (b) the effective date of the Determination ofTaxability.

"District Lands" or "District" shall mean the premises governed by the Issuer, consisting of approximately 242.8 acres of land located entirely within the incorporated area of the City, as more fully described in Exhibit A hereto.

"District Manager" shall mean the then District Manager or acting District Manager of the Issuer.

"Event of Default" shall mean any of the events described in Section 8.02 hereof.

"Fiscal Year" shall mean the period of twelve (12) months beginning October 1 of each calendar year and ending on September 30 of the following calendar year, and also shall mean the period from actual execution hereof to and including the next succeeding September 30; or such other consecutive twelve-month period as may hereafter be established pursuant to a

Certified Resolution as the fiscal year of the Issuer for budgeting and accounting purposes as authorized by law.

"Fund" shall mean any fund established pursuant to this Indenture.

"Generally Accepted Accounting Principles" shall mean those accounting principles applicable in the preparation of financial statements of local governments similar to the Issuer.

"Government Obligations" shall mean direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America.

"Indenture"  shall mean, this Trust Indenture  dated  as of [	] 1, 2020 by and between the Issuer and the Trustee, as amended and or supplemented in accordance with the provisions of Article XI hereof.

"Independent" shall mean a Person who is not a member of the Issuer's Board, an officer or employee of the Issuer, or which is not a partnership, corporation or association having a partner, director, officer, member or substantial stockholder who is a member of the Issuer's Board, or an officer or employee of the Issuer; provided, however, that the fact that such Person is retained regularly by or regularly transacts business with the Issuer shall not make such Person an employee within the meaning of this definition.

"Interest Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 4.05 hereof.

"Interest Payment Date" shall mean each May 1 and November 1 commencing November 1, 2020.

"Interest Rate" shall mean 1.76% per annum which shall be the interest rate borne by the Bonds, absent an Adjustment Event.

"Investment Securities" shall mean and include any of the following securities, if and to the extent that such securities are legal investments for funds of the Issuer:

Government Obligations;

obligations of any of the following agencies: Government National Mortgage Association (including participation certificates issued by such association); Fannie Mae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student Loan Marketing Association; Federal Home Loan Mortgage Corporation;

money market deposit accounts, time deposits, and certificates of deposit issued by commercial banks, savings and loan associations or mutual savings banks whose short­ term obligations are rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody's and S&P; and

commercial paper rated in one of the top two rating categories by both Moody's and S&P;

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;

both (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 category for such funds by both Moody's and S&P, and (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 both Moody's and S&P;
any other investment permitted under Florida law and approved in writing by the Lender and, if the Lender is no longer the Owner of all of the Bonds, approved by the Owners of a majority in aggregate principal amount of the Bonds secured thereby;

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).

Under all circumstances, the Trustee shall be entitled to request and to receive from the Issuer a certificate of a Responsible Officer (upon which the Trustee is entitled to conclusively rely as to its accuracy) setting forth that any investment directed by the Issuer is permitted under the Indenture and a legal investment for funds of the Issuer.

"Issuer" shall mean Oakridge Community Development District together with its successors and assigns.

"Lender" shall mean BBVA Mortgage Corporation, an Alabama corporation organized and eligible to transact business in the State of Florida, and the initial Owner of all of the Bonds, and its successors and assigns.

"Maturity Date" shall mean May 1, 2033.

"Moody's" shall mean Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer.

"Officers' Certificate" or "Officer's Certificate" shall mean a certificate, duly executed by a Responsible Officer and delivered to the Trustee.

"Outstanding," in connection with the Bonds, shall mean, as of the time in question, all Bonds authenticated and delivered under this Indenture, except:

all Bonds theretofore cancelled or required to be cancelled under Section
2.06 hereof;

Bonds, the payment, redemption or purchase of which moneys and/or
Defeasance Securities, the principal of and interest on which, when due, will provide sufficient moneys to fully pay such Bonds in accordance with Article XII hereof, shall have been or shall concurrently be deposited with the Trustee; provided that, if such Bonds are being redeemed, the required notice of redemption shall have been given or provision shall have been made therefor, and that if such Bonds are being purchased, there shall be a firm commitment for the purchase and sale thereof; and

Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof.

In determining whether the Holders of a requisite aggregate principal amount of Bonds Outstanding have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions of this Indenture, Bonds which are known by the Trustee to be held on behalf of the Issuer shall be disregarded for the purpose of any such determination, provided, however, this provision does not affect the right of the Trustee to deal in Bonds subject to the terms and provisions of Section 9.09 hereof.

"Paying Agent" shall mean initially, U.S. Bank National Association and thereafter any successor thereto appointed in accordance with Section 9.20 of this Indenture.

"Person" shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, governmental body, political subdivision, municipality, municipal authority or any other group or organization of individuals.

"Pledged Revenues" shall mean, with respect to the Bonds, (a) all revenues received by the Issuer from the Series 2020 Special Assessments, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2020 Special Assessments or from the issuance and sale of tax certificates with respect to such Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under this Indenture; provided, however, that Pledged Revenues shall not include any moneys transferred to the Rebate Fund or Costs of Issuance Fund in accordance with the provisions hereof, or investment earnings thereon (it being expressly understood that the lien and pledge of this Indenture shall not apply to any of the moneys described in the foregoing clause of this definition).

"Prepayment" shall mean the payment by any owner of property of the amount of Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date.

"Project" shall mean, the public improvements described in the recitals of this Indenture. "Property Appraiser" shall mean the property appraiser of the County.

"Property Appraiser and Tax Collector Agreement" shall mean the Property Appraiser and Tax Collector Agreement described in Section 7.04 hereof.

"Rebate Fund" shall mean the Fund so designated, which is established pursuant to Section 4.10. Moneys deposited in the Rebate Fund in accordance with the provisions hereof are not subject to the lien of this Indenture.

"Record Date" shall mean, as the case may be, the applicable Regular or Special Record
Date.

"Redemption Price" shall mean the principal amount of any Bond plus the applicable
premium, if any, payable upon redemption thereof pursuant to this Indenture.

"Registrar" shall mean initially U.S. Bank National Association, which entity shall have the responsibilities set forth in Section 2.04 of this Indenture, and thereafter any successor thereto appointed in accordance with Section 9.20 of this Indenture.

"Regular Record Date" shall mean the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date.

"Responsible Officer" shall mean any member of the Board or any other officer of the Issuer or other person designated by Certified Resolution of the Issuer, a copy of which shall be on file with the Trustee, to act for any of the foregoing, either generally or with respect to the execution of any particular document or other specific matter.

"Revenue Fund" shall mean the Fund so designated which is established pursuant to Section 4.04 hereof.
"S&P" shall mean S&P Global Ratings, a division of S&P Global Inc., and its successors and assigns, and, if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer.

"Series 2020 Special Assessments" shall mean the Special Assessments imposed by the Issuer pursuant to the Assessment Resolutions.

"Sinking Fund Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 4.05 hereof.

"Special Assessments" shall mean the net proceeds derived from the levy and collection of "special assessments," as provided for in Sections 190.011(14) and 190.022 of the Act (except for any such special assessments levied and collected for maintenance purposes), against the lands located within the District that are subject to assessment imposed by the Issuer as a result of the acquisition and construction of the Project or any portion thereof and use thereof by the landowners within the District, as provided for in Section 190.021(2) of the Act, against the lands within the District, including the interest and penalties on such assessments, pursuant to all n application and all additional information, representda Statutes, and Chapter 197, Florida Statutes (and any successor statutes thereto), including, without limitation, any amount received

from any foreclosure proceeding for the enforcement of collection of such assessments or from the issuance and sale of tax certificates with respect to such assessments, less (to the extent applicable) the fees and costs of collection thereof payable to the Tax Collector and less certain administrative costs payable to the Property Appraiser pursuant to the Property Appraiser and Tax Collector Agreement. "Special Assessments" shall not include "maintenance special assessments" levied and collected by the Issuer under Section 190.021(3) of the Act.

"Special Record Date" shall mean such date as shall be fixed for the payment of defaulted interest on the Bonds in accordance with Section 2.01 hereof.

"State" shall mean the State of Florida.

"Supplemental Indenture" and "indenture supplemental hereto" shall mean any indenture amending or supplementing this Indenture which may be entered into in accordance with the provisions of this Indenture.

"Taxable Rate" shall mean an interest rate on such Bonds which will result in the same after-tax yield to the Owner of such Bonds as before a Determination of Taxability; provided, however, the Taxable Rate shall not exceed L_]% per annum. The determination of the Taxable Rate, including any partial application as provided in Section 2.10 of this Indenture, shall be made by the Owner in good faith and shall be conclusive and binding upon the Issuer absent manifest error. Written notice of the Taxable Rate shall be given to the Trustee by the Owner and the Trustee may conclusively rely on the information in such notice.

"Tax Collector" shall mean the tax collector of the County.

The words "hereof" "herein " "hereto " "hereby " and "hereunder" (except in the form of Bond), refer to the entire In' denture. '	'	'
Every "request," "requisition," "order," "demand," "application," "notice," "statement," "certificate," "consent," or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by a Responsible Officer of the Issuer.

All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.

END OF ARTICLE I

ARTICLE II
THE BONDS

SECTION 2.01. Amounts and Terms of Bonds; Details of Bonds.  The Issuer is  hereby authorized to issue a series of bonds pursuant to the terms and conditions of this Indenture, its obligations to be known as "Oakridge Community Development District Special Assessment Bonds, Series 2020" (the "Bonds"). The total principal amount of Bonds that may be issued under this Indenture is expressly limited to $[1,605,000] exclusive of any refunding bonds. The Bonds in certificated form shall be issued in Authorized Denominations and shall be numbered consecutively from R-1 in substantially the form attached hereto as Exhibit C, with such appropriate variations, omissions and insertions as are permitted or required by this Indenture or as otherwise provided in a Supplemental Indenture. All Bonds shall be issued only upon satisfaction of the conditions set forth in Article III hereof; and the Trustee shall, at the Issuer's request, authenticate such Bonds and deliver them to the Lender or as the Lender so directs. Only one (1) certificated Bond representing the entire principal amount of the Bonds will be delivered by the Issuer.

The Bonds shall be dated the date of their delivery, and, subject to the occurrence of an Adjustment Event pursuant to Section 2.10 hereunder, shall bear interest from such date at the Interest Rate per annum until the Maturity Date or earlier redemption in full. Interest shall be payable on each Interest Payment Date commencing on November 1, 2020, and the Bonds shall mature on the Maturity Date (subject to the right of optional or extraordinary mandatory redemption and mandatory sinking fund redemptions as set forth in Section 6.01 hereof).
The principal or Redemption Price of and the interest on the Bonds shall be payable in any coin or currency of the United States of America which is legal tender on the respective dates of payment thereof for the payment of public and private debts. The principal or Redemption Price of all Bonds shall be payable at the designated corporate trust office of the Paying Agent upon the presentation and surrender of such Bonds. Notwithstanding the foregoing or any other provision herein to the contrary, all payments of principal or Redemption Price of Bonds owned by the Lender shall be paid to the Lender or as the Lender so directs without the need to surrender such Bonds. As soon as practicable after the final payment of the Bonds, the Lender shall deliver the Bonds to the Trustee marked "paid" or "cancelled."

Interest on the Bonds is payable on any Interest Payment Date by check or draft mailed on the Interest Payment Date to the person in whose name that Bond is registered at the close of business on the Regular Record Date for such Interest Payment Date, at his or her address as it appears on the Bond Register. The Bonds shall bear interest from the Interest Payment Date next preceding the date on which they are authenticated unless authenticated on an Interest Payment Date in which event they shall bear interest from such Interest Payment Date, or unless authenticated before the first Interest Payment Date in which event they shall bear interest from their date; provided, however, that if a Bond is authenticated between a Record Date and the next succeeding Interest Payment Date, such Bond shall bear interest from such succeeding Interest Payment Date; provided further, however, that if at the time of authentication of any Bond interest thereon is in default, such Bond shall bear interest from the date to which interest has been paid unless no interest has been paid, then from their date. Any interest on any Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter

called "Defaulted Interest") shall be paid to the Owner in whose name the Series 2020 Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage-prepaid, to each Owner of record as of the fifth (5th) day prior to such mailing, at his or her address as it appears in the Bond Register not less than ten (10) days prior to such Special Record Date. The foregoing notwithstanding, the Lender shall be entitled to have interest paid by wire transfer to the Lender at such Lender account number on file with the Trustee and Paying Agent. Interest on the Bonds will be computed on the basis of a 360-day year of twelve 30-day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the Default Rate.

The Trustee is hereby constituted and appointed as Paying Agent for the Bonds.

SECTION 2.02. Execution.  The  Bonds  shall  be  executed  by  the  manual  or facsimile signature of the Chairperson or Vice Chairperson of the Issuer, and the corporate seal of the Issuer shall appear thereon (which may be in facsimile) and shall be attested by the manual or facsimile signature of its Secretary or Assistant Secretary. Bonds executed as above provided may be issued and shall, upon request of the Issuer, be authenticated by the Trustee, notwithstanding that one or both of the officers of the Issuer whose signatures appear on such Bonds shall have ceased to hold office at the time of issuance or authentication or shall not have held office at the date of the Bonds.

SECTION 2.03.  Authentication;  Authenticating  Agent.   No  Bond  shall  be  valid until the certificate of authentication shall have been duly executed by the Trustee, as Authenticating Agent, and such authentication shall be proof that the Bondholder is entitled to the benefit of the trust hereby created. The Trustee shall at all times serve as Authenticating Agent.

SECTION 2.04. Registration and Registrar. The Trustee is hereby constituted and appointed as the Registrar for the Bonds. The Registrar shall act as registrar and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Registrar a register (herein sometimes referred to as the "Bond Register" or "Register") in which, subject to the provisions set forth in Section 2.07 below and such other regulations as the Issuer and Registrar may prescribe, the Issuer shall provide for the registration of the Bonds and for the registration of transfers and exchanges of such Bonds. The Trustee shall notify the Issuer in writing of the specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. Upon initial issuance, the ownership of the Bonds shall be registered on the Bond Register in the name of the Lender or as the Lender so directs.

The Bonds shall be initially sold and subsequently transferred only to purchasers that execute and deliver to the Issuer an Investor Letter in substantially the form attached hereto as Exhibit E. Notwithstanding the preceding sentence, no Investor Letter shall be required for the Lender to transfer Bonds to a Qualified Institutional Buyer as defined in Rule 144A of the Securities Act (a "QIB") or to any affiliate or other party related to the Lender or who will sign an investor letter to substantially the same effect as the Investor Letter. Every Bond presented or surrendered for transfer or exchange shall contain, or be accompanied by, all necessary

endorsements for transfer. If applicable, the current Bondowner (or the transferee) shall certify in writing to the Trustee that the transferee is a QIB.

SECTION 2.05. Mutilated, Destroyed, Lost or Stolen Bonds.  If  any  Bond  shall become mutilated, the Issuer shall execute and the Authenticating Agent shall thereupon authenticate and deliver a new Bond of like tenor and denomination in exchange and substitution for the Series 2020 Bond so mutilated, but only upon surrender to the Authenticating Agent of such mutilated Bond for cancellation, and the Issuer and the Trustee may require reasonable indemnity therefor. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Issuer and the Trustee, and if such evidence shall be satisfactory to both and indemnity satisfactory to both shall be given, the Issuer shall execute, and thereupon the Authenticating Agent shall authenticate and deliver a new Bond of like tenor and denomination. The cost of providing any substitute Bond under the provisions of this Section shall be borne by the Bondholder for whose benefit such substitute Bond is provided. If any such mutilated, lost, stolen or destroyed Bond shall have matured or be about to mature, the Issuer may, with the consent of the Trustee, pay to the Owner the principal amount of and accrued interest on such Bond upon the maturity thereof and compliance with the aforesaid conditions by such Owner, without the issuance of a substitute Bond therefor.

Every substituted Bond issued pursuant to this Section 2.05 shall constitute an additional contractual obligation of the Issuer, whether or not the Series 2020 Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds duly issued hereunder.

All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies with respect to the replacement or payment of negotiable instruments, investments or other securities without their surrender.

SECTION 2.06. Cancellation and Destruction of Surrendered Bonds. All Bonds surrendered for payment or redemption and all Bonds surrendered for exchange shall, at the time of such payment, redemption or exchange, be promptly transferred by the Registrar, Paying Agent or Authenticating Agent to, and cancelled and destroyed by, the Trustee. The Trustee shall, upon the request of the Issuer, deliver to the Issuer a certificate of destruction in respect of all Bonds destroyed in accordance with this Section.

SECTION 2.07. Registration, Transfer and Exchange. As provided in Section 2.04 hereof, the Issuer shall cause a Bond Register in respect of the Bonds to be kept at the designated office of the Registrar.

Upon surrender for requisition of transfer of any Bond at the designated office of the Registrar, and upon compliance with the conditions for the transfer of Bonds set forth in this Section 2.07, the Issuer shall execute and the Authenticating Agent shall authenticate and

deliver, in the name of the designated transferees, one or more new Bonds of a like aggregate principal amount and of the same maturity.

At the option of the Bondholder, Bonds may be exchanged for other Bonds of a like aggregate principal amount and of the same maturity, upon surrender of the Bonds to be exchanged at any such office or agency. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and the Authenticating Agent shall authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive.

All Bonds issued upon any transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Indenture as the Bonds surrendered upon such transfer or exchange.

Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, duly executed by the Bondholder or his attorney duly authorized in writing.

Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds.

Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part.

SECTION 2.08. Persons  Deemed  Owners.  The Issuer,  the Trustee,  any Paying  Agent, the Registrar, or the Authenticating Agent shall deem and treat the person in whose name any Bond is registered as the absolute Owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent, the Registrar or the Authenticating Agent) for the purpose of receiving payment of or on account of the principal or Redemption Price of and interest on such Bond, and for all other purposes, and the Issuer, the Trustee, any Paying Agent, the Registrar and the Authenticating Agent shall not be affected by any notice to the contrary. All such payments so made to any such Owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond.

SECTION 2.09.   Limitation on Incurrence  of Certain Indebtedness.   The Issuer will not issue Bonds, except upon the conditions and in the manner provided or as otherwise permitted in this Indenture.

SECTION 2.10. Adjustments to Interest Rate. If  there  is  a  Determination  of Taxability with respect to all or a portion of the Bonds not caused by the action of the Owners, the applicable Bonds shall bear interest from the earliest effective date of such Determination of Taxability at a rate per annum, equal to the Taxable Rate. Upon an occurrence of a Determination of Taxability, the Issuer hereby agrees to pay to the Owner (i) an additional

amount equal to the difference between (A) the amount of interest paid on the applicable Bonds during the Determination of Taxability Period and (B) the amount of interest that would have been paid on the applicable Bonds during the Determination of Taxability Period had the applicable Bonds borne interest at the Taxable Rate, plus (ii) an amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) owed by the Owner as a result of the occurrence of a Determination of Taxability.

The Lender shall inform the Issuer and the Trustee in writing within five (5) Business Days after any change in the Interest Rate of the Bonds resulting from an Adjustment Event. At least three (3) Business Days before each Interest Payment Date or other date on which principal or interest is due on the Bonds, the Lender shall determine and notify the Issuer and the Trustee in writing of the amount due on the Bonds on such Interest Payment Date, which determination, absent manifest error, shall be conclusive and binding on the Issuer. In no event shall the interest rate on the Bonds exceed L_J% upon a Determination ofTaxability.

Upon the occurrence and continuance of an Event of Default, the Bonds shall bear interest at the Default Rate.

END OF ARTICLE II

ARTICLE III
ISSUE OF BONDS

SECTION 3.01.  Issue of Bonds.   Subject to the provisions  of Section  2.01 hereof, the Issuer shall issue the Bonds, together with other legally available moneys of the District, for the purpose of financing all or a portion of the cost of the Project, and paying the costs of the issuance of Bonds and paying the amounts required to be deposited with respect to such Bonds in the Funds and Accounts established under this Indenture. In connection with the issuance of the Bonds the Trustee shall, at the request of the Issuer, authenticate the Bonds and deliver or cause them to be authenticated and delivered, as specified in the request, but only upon receipt of:
Certified copies of the proceedings of the Issuer with respect to the Series 2020 Special Assessments;

A Bond Counsel opinion substantially to the effect that: (i) the Bonds have been duly authorized, executed and delivered by the Issuer and are valid and binding special obligations of the Issuer, payable solely from the sources provided therefor in the Indenture; (ii) the interest on the Bonds is excludable from gross income for federal income tax purposes; and (iii) the Bonds and the interest paid thereon are exempt from all taxes imposed by the State of Florida except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes on corporations and other entities as defined therein;

a written opinion or opinions of Counsel to the Issuer, which shall also be addressed to the Lender and the Trustee, to the effect that: (a) all conditions prescribed herein as precedent to the issuance of the Bonds have been fulfilled; (b) the Bonds have been validly authorized and executed by the Issuer and when authenticated and delivered pursuant to the request of the Issuer will be valid obligations of the Issuer entitled to the benefit of the trust created hereby and will be enforceable in accordance with their terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors' rights generally and subject to equitable principles, whether in a proceeding at law or in equity; (c) any consents of any regulatory bodies required in connection with the issuance of the Bonds or have been obtained or based on certifications of the Consulting Engineer can be reasonably expected to be obtained on or prior to the date such consents are required for the Project; (d) the Issuer has good right and lawful authority under the Act to undertake the Project; (e) that the special assessment proceedings in connection with the 2020 Special Assessments have been taken in accordance with Florida law and that the Issuer has taken all action necessary to levy and impose the Series 2020 Special Assessments; (f) that the Series 2020 Special Assessments are legal, valid, and binding liens upon the property against which the Series 2020 Special Assessments are made, coequal with the lien of all State, County, district and municipal ad valorem taxes and superior in priority to all other liens, titles and claims against said property then existing or thereafter created, until paid; (g) this Indenture has been duly and validly authorized, executed and delivered by the Issuer, and upon the execution by the Trustee, constitutes a legal, valid, binding agreement of the Issuer enforceable in accordance with its terms, except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency; moratorium and other similar laws relating to creditors' rights generally and subject to equitable principles, whether in a proceeding at law or in equity, (h) the issuance of the Bonds has been duly authorized and approved by the Board; (i) there is no litigation or other action

pending or to the best knowledge of Counsel to the Issuer threatened against the Issuer that would adversely affect the issuance of the Bonds by the Issuer or any of the other transactions contemplated by the Indenture, and (k) the Bonds and the Project were validated in accordance with Chapter 75, Florida Statutes;

a certificate of a Responsible Officer to the effect that, upon the authentication and delivery of the Bonds, the Issuer will not be in default in the performance of the terms and provisions of this Indenture;

a certified copy of the final judgment of validation in respect of the Bonds together with a certificate of no appeal; and

such other documents, certifications, and opinions as shall be required by the Issuer, the Trustee or the Lender.

Payment by the Lender of the proceeds of the Bonds shall constitute conclusive evidence of satisfaction of the above conditions.

SECTION 3.02. Disposition of Proceeds  and  Other  Funds.  From  the  gross proceeds  of the Bonds in the  amount of$[	] and from legally available moneys of the District in the amount of [	] (the "Other Moneys"), the following deposits shall be made on the date of issuance of the Bonds: [Deposits below to be updated]

(a)       $[	] derived from the gross proceeds of the Bonds shall be deposited in the Acquisition and Construction Fund;

(b) Interest Account; and

$  [----	]derived from the Other Moneys shall be deposited in the

(c)	$[	] derived from the gross proceeds of the Bonds shall be deposited in the Costs of Issuance Fund.

END OF ARTICLE III

ARTICLE IV SPECIAL ASSESSMENTS;
APPLICATION THEREOF TO FUNDS AND ACCOUNTS

SECTION 4.01. Series 2020 Special Assessments; Lien of Indenture on Pledged Revenues. The Issuer hereby covenants that it shall levy the Series 2020 Special Assessments, and evidence and certify the same to the Tax Collector or shall cause the Property Appraiser to certify the same on the tax roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer, pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, to the extent and in the amount necessary to pay the Debt Service Requirement on Bonds issued and Outstanding hereunder.
The Issuer shall, within five (5) Business Days of receipt thereof, pay to the Trustee for deposit in the Revenue Fund established under Section 4.04 hereof all Series 2020 Special Assessments received by the Issuer from the levy thereof on the District Lands subject to assessments for the payment of the Bonds; provided, however, that amounts received as Prepayments of Series 2020 Special Assessments shall be deposited directly into the Prepayment Account of the Bond Redemption Fund established hereunder. The Issuer shall notify the Trustee and the Owner at the time of deposit of any amounts received as Prepayments of Series 2020 Special Assessments.

There are hereby pledged for the payment of the principal or Redemption Price of and interest on all Bonds issued and Outstanding under this Indenture, the Pledged Revenues. The Pledged Revenues shall immediately be subject to the lien and pledge of this Indenture without any physical delivery hereof or further act.

SECTION 4.02. Funds and Accounts Relating to the Bonds.  The  Funds  and  Accounts specified in this Article IV shall be established under this Indenture for the benefit of the owners of the Bonds issued pursuant to the terms hereof. All moneys on deposit to the credit of the Funds and Accounts established hereunder (except for moneys transferred to the Cost of Issuance Fund, the Rebate Fund and investment earnings thereon) shall be pledged to the payment of the principal, Redemption Price of, and interest on the Bonds issued hereunder.

SECTION 4.03. Acquisition and Construction Fund. The  Trustee  is  hereby authorized and directed to establish an Acquisition and Construction Fund. Proceeds of the Bonds shall be deposited into the Acquisition and Construction Account in the amount set forth in Section 3.02(a) of this Indenture, and such moneys shall be applied as set forth in this Section
of this Indenture. Funds on deposit in the Acquisition and Construction Fund shall only be requested by the Issuer to be applied to the costs of the Project in compliance with the requirements of the requisition provisions of this Indenture. The Trustee shall have no duty to verify if the amount being requisitioned is for the cost of the Project.
After the completion date for the Project, any moneys remaining in the Acquisition and Construction Fund after retaining costs to complete the Project, shall be transferred to the Bond Redemption Fund, as directed in writing by the Issuer or the District Manager, on behalf of the Issuer to the Trustee.

The Trustee shall make no such transfers from the Acquisition and Construction  Fund to  the Bond Redemption Fund if an Event of Default exists with respect to the Bonds. Except as provided in Section 6.0l(b) or Section 7.32 hereof, only upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit  D,  shall  the  Trustee withdraw moneys from the Acquisition and Construction Fund. After no funds remain therein, the Acquisition and Construction Fund shall be closed.
SECTION 4.04. Revenue Fund. The Trustee is hereby authorized and directed to establish a Revenue Fund, into which the Trustee shall immediately deposit any and all Special Assessments (other than Prepayments of the Special Assessment). The Revenue Fund shall be held by the Trustee separate and apart from all other Funds and Accounts held under this Indenture and from all other moneys of the Trustee. The Trustee shall transfer from amounts on deposit in the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:

FIRST, upon receipt but no later than the Business Day next preceding each Interest Payment Date, commencing November 1, 2020, to the Interest Account of the Debt Service Fund, an amount equal to the interest on the Bonds becoming due on the next succeeding Interest Payment Date, less any amount on deposit in the Series 2020 Interest Account not previously credited;
SECOND, beginning on the Business Day preceding May 1, 2021 and no later than the Business Day next preceding each May 1 thereafter while the Bonds remain Outstanding, to the Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Bonds subject to mandatory sinking fund redemption on the next succeeding principal payment date, less any amount on deposit in the Sinldng Fund Account not previously credited;

THIRD, no later than the Business Day next preceding May 1, 2033, to the Principal Account of the Debt Service Fund, an amount equal to the Outstanding principal amount of Bonds maturing on May 1, 2033, less any amount on deposit in the Principal Account not previously credited; and

FOURTH, the balance of any moneys remammg after making the foregoing deposits shall remain therein, unless the Issuer determines, in accordance with the terms of the Arbitrage Certificate, a deposit is required to be made into the Rebate Fund; in such case the Trustee shall make such transfer in accordance with the written instruction of the Issuer.

SECTION 4.05.     Debt Service Fund. The Trustee is hereby authorized and directed to establish a Debt Service Fund which shall consist of amounts deposited therein by the Trustee and any other amounts the Issuer may pay to the Trustee for deposit therein with respect to the Bonds. The Debt Service Fund shall be held by the Trustee separate and apart from all other Funds and Accounts held under this Indenture and from all other moneys of the Trustee. The Trustee is hereby authorized and directed to establish within the Debt Service Fund, a Principal Account, an Interest Account and a Sinldng Fund Account for the Bonds, which Accounts shall

be separate and apart from all other Funds and Accounts established under this Indenture and from all other moneys of the Trustee.

The Trustee at all times shall make available to any Paying Agent the funds in the Principal Account and the Interest Account of the Debt Service Fund to pay the principal of the Bonds as they mature and the interest on the Bonds as it becomes payable, respectively. When the Bonds are redeemed, the amount, if any, in the Debt Service Fund representing interest thereon shall be applied to the payment of accrued interest in connection with such redemption.

The Trustee shall apply moneys in the Sinking Fund Account in the Debt Service Fund for the mandatory sinking fund redemption of the Bonds in the amounts and maturities set forth herein.

The Trustee shall apply the amounts required to be transferred to the Sinking Fund Account on the mandatory sinking fund redemption date in each of the years set forth herein to the redemption of Bonds in the amounts, manner and maturities and on the dates set forth herein, at a Redemption Price of 100% of the principal amount thereof.

SECTION 4.06.	[Reserved].

SECTION 4.07. Bond Redemption Fund. The Trustee  is hereby  authorized  and directed to establish a Bond Redemption Fund for the Bonds issued hereunder and therein a Prepayment Account and a General Account into which shall be deposited, moneys in the amounts and at the times provided in Sections 4.01, 4.04 and 7.08(b) of this Indenture. The Bond Redemption Fund and the Accounts therein shall constitute an irrevocable trust fund to be applied solely as set forth herein and shall be held by the Trustee separate and apart from all other Funds and Accounts held under this Indenture and from all other moneys of the Trustee. All earnings on investments held in the Bond Redemption Fund shall be retained therein and applied as set forth below.	·

Moneys in the Bond Redemption Fund (including all earnings on investments held in the Bond Redemption Fund) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises:

FIRST, to the extent transfers from the Revenue Fund pursuant to paragraph FOURTH of Section 4.04 are insufficient, from the General Account of the Bond Redemption Fund, to make such deposits into the Rebate Fund, if any, as the Issuer may direct in accordance with an Arbitrage Certificate, such moneys thereupon to be used sole y for the purposes specified in said Arbitrage Certificate; and any moneys so transferred from the Bond Redemption Fund to the Rebate Fund shall thereupon be free from the lien and pledge of this Indenture; and

SECOND, from the General Account of the Bond Redemption Fund, to be used to call for optional redemption pursuant to Section 6.0l(a) hereof or from only the Prepayment Account of the Bond Redemption Fund for extraordinary mandatory redemption pursuant to Section 6.0l(b) hereof an amount of Bonds equal to the amount of money transferred to the applicable Account of the Bond Redemption Fund for the

purpose of such optional redemption or extraordinary mandatory redemption on the dates and at the prices provided in Section 6.0l(a) or (b) hereof, as the case may be.

Any such redemption shall be made in accordance with the provisions of Article VI of this Indenture. The Issuer shall pay all expenses in connection with such redemption.

SECTION 4.08. Procedure When Funds Are Sufficient to Pay All Bonds. If at any time the moneys held by the Trustee in the Funds and Accounts hereunder and available therefor are sufficient to pay the principal or Redemption Price of, as the case may be, and interest on all Bonds then Outstanding to the Maturity Date or prior redemption, together with any amounts due the Issuer, and the Trustee, Paying Agent, Registrar, the Trustee, at the direction of the Issuer, shall apply the amounts in the Funds and Accounts to the payment of the aforesaid obligations and the Issuer shall not be required to pay over any further Pledged Revenues with respect to such Bonds unless and until it shall appear that there is a deficiency in the Funds and Accounts held by the Trustee.
SECTION 4.09.   Unclaimed Moneys.   In the event any Bond shall not be presented for payment when the principal of such Bond becomes due, either at maturity or at the date fixed for redemption of such Bond or otherwise, if amounts sufficient to pay such Bond have been deposited with the Trustee for the benefit of the owner of the Series 2020 Bond and have remained unclaimed for three (3) years after the date payment thereof becomes due shall, upon request of the Issuer, if the Issuer is not at the time to the knowledge of the Trustee in default with respect to any covenant in this Indenture or the Bonds contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Trustee, before making payment to the Issuer, may, at the written direction and expense of the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.
SECTION 4.10.	Deposits Into And Application of Moneys In The Rebate Fund.

The Trustee is hereby authorized and directed to establish a Rebate Fund. There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Arbitrage Certificate. Subject to the payment provisions provided in subsection
below, all amounts on deposit at any time in the Rebate Fund shall be held by the Trustee in trust, to the extent required to pay arbitrage rebate to the United States of America, and neither the Issuer, the Trustee nor the Owner of any Bonds shall have any rights in or claim to such money. All amounts held in the Rebate Fund shall be governed by this Section and the Arbitrage Certificate. The Trustee shall be entitled to rely on the rebate calculations obtained from the rebate analyst retained by the Issuer pursuant to the Arbitrage Certificate and the Trustee shall not be responsible for any loss or damage resulting from any good faith action taken or omitted to be taken by the Issuer in reliance upon such calculations.
Pursuant to the Arbitrage Certificate, the Trustee shall remit all rebate installments and a final rebate payment to the United States. The Trustee shall have no obligation to pay any amounts required to be rebated pursuant to this Section and the Arbitrage Certificate, other than at the direction of the Issuer and from moneys held in the Rebate Fund or

from other moneys provided to it by the Issuer. Any moneys remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any arbitrage rebate shall be withdrawn and paid to the Issuer.

Notwithstanding any other prov1S1on of this Indenture, including in particular Article XII hereof, the obligation to pay arbitrage rebate to the United States and to comply with all other requirements of this Section and the Arbitrage Certificate shall survive the defeasance or payment in full of the Bonds.

The Trustee shall not be deemed to have constructive knowledge of the Code or regulations, rulings and judicial decisions concerning the Code.

SECTION 4.11. Deposits Into and Application of Moneys in the Costs of Issuance Fund. The Trustee is hereby authorized and directed to establish a temporary fund called the Costs of Issuance Fund into which the Trustee shall deposit a portion of the proceeds of the Bonds in the amount described in Section 3.02(b) hereof. The Trustee is authorized to apply such moneys upon the presentment of a requisition signed by a Responsible Officer with the invoices of the payees attached. The Trustee may conclusively rely on such signed requisition. Upon the disbursement of all moneys on deposit in the Costs of Issuance Fund, the Trustee is authorized to close the Costs of Issuance Fund. If after six (6) months from the date of issue of the Bonds there are any funds remaining in the Costs of Issuance Fund, such moneys shall be deposited into the Interest Account and the Trustee shall be authorized to close the Costs of Issuance Fund. Moneys on deposit in the Costs of Issuance Fund shall not be part of the trust estate established by the Bonds and will not constitute Pledged Revenues.

END OF ARTICLE IV

ARTICLEV
SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS

SECTION 5.01. Deposits and Security Therefor.  All  moneys  received  by  the Trustee for deposit in any Fund or Account established under this Indenture shall be considered trust funds, shall not be subject to lien or attachment, except for the lien created by this Indenture, and shall be deposited with the Trustee, until or unless invested or deposited as provided in Section 5.02 hereof. All deposits of moneys received by the Trustee under this Indenture (whether original deposits under this Section 5.01 or deposits or redeposits in time accounts under Section 5.02) shall, to the extent not insured unless such deposit is of the type described in (c) of the definition of Investment Securities, and to the extent permitted by law, be fully secured as to both principal and interest earned, by Investment Securities of the types set forth in the definition of Investment Securities and the provisions thereof. If at any time the Trustee is unwilling to accept such deposits or unable to secure them as provided above, the Trustee may deposit such moneys with any other depository which is authorized to receive them and the deposits of which are insured by the Federal Deposit Insurance Corporation (including the FDIC Savings Association Insurance Fund). All deposits in any other depository in excess of the amount covered by insurance (whether under this Section 5.01 or Section 5.02 as aforesaid) shall, to the extent permitted by law, be fully secured as to both principal and interest earned, in the same manner as required herein for deposits with the Trustee. Such security shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000.
SECTION 5.02.  Investment or Deposit of Funds.  The Trustee shall, as directed by  the Issuer in writing, invest any moneys held in the Funds and Accounts established herein in Investment Securities. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth herein. All securities securing investments under this Section shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, any interest and other income so received shall be deposited in the Revenue Fund. Upon request of the Issuer, or on its own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the Revenue Fund.

Absent specific instructions from the Issuer, as aforesaid, all moneys in the Funds and Accounts established under this Indenture shall be invested in investments of the nature described in subparagraph (f) of the definition oflnvestment Securities. The Trustee shall not be liable or responsible for any loss or entitled to any gain resulting from any investment or sale upon the investment instructions of the Issuer or otherwise, including that set forth in the first sentence of this paragraph.

SECTION 5.03.  Valuation of Funds.   The Trustee shall value the assets in each of  the Funds and Accounts established hereunder 45 days prior to each Interest Payment Date, and as soon as practicable after each such valuation date (but no later than ten (10) days after each such valuation date) shall provide the Issuer a report of the status of each Fund and Account as of the valuation date. In computing the assets of any Fund or Account, investments and accrued interest thereon shall be deemed a part thereof, subject to the provisions of Section 5.02 hereof. For the purpose of determining the amount on deposit to the credit of any Fund or Account established hereunder, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower, or at the redemption price thereof, to the extent that any such obligation is then redeemable at the option of the holder.

END OF ARTICLE V

ARTICLE VI REDEMPTION OF BONDS
SECTION 6.01. Redemption Dates and Prices. The Bonds may be made subject to optional, mandatory and extraordinary redemption, either in whole or in part, by the Issuer, prior to maturity in the amounts, at the times and in the manner provided in this Article VI.

Optional Redemption. The Bonds shall be subject to redemption at the option of the Issuer, in whole or in part, on and after May 1, 2027, at the Redemption Price equal to the Outstanding principal amount of Bonds to be redeemed, plus accrued interest to the redemption date, upon receipt by the Trustee not less than fifteen (15) or more than twenty (20) days prior to such redemption date of a written direction from the Issuer stating that it intends to effect redemption of such Bonds on a date certain.

Extraordinary Mandatory Redemption in Whole or in Part. The Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (except with respect to Prepayments which shall occur only on any Interest Payment Date), at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date from moneys deposited into the Prepayment Account of the Bond Redemption Fund following the Prepayment of Special Assessments on any portion of the District Lands in accordance with Section 7.08(a) hereof. On each March 15 and September 15, the Trustee shall determine the amount on deposit in the Prepayment Account of the Bond Redemption Fund and shall transfer from the Revenue Fund (to the extent not needed to satisfy the current Debt Service Requirements for the Bonds) for deposit in the Prepayment Account of the Bond Redemption Fund an amount sufficient to increase the amount on deposit as directed by the Issuer therein to an integral multiple of $5,000 and, in each case, shall thereupon give notice and cause the extraordinary mandatory redemption of Bonds on the next possible redemption date which is an Interest Payment Date (taking into account the notice of redemption to be provided therefor) in the maximum aggregate principal amount for which moneys are then on deposit in the Prepayment Account of the Bond Redemption Fund in accordance with the provisions for extraordinary mandatory redemption of Bonds.

Mandatory Sinking Fund Redemption. The Bonds are subject to mandatory sinking fund redemption on May 1 in the years and principal amounts set forth in the following table, at a Redemption Price of 100% of the principal amount thereof plus accrued interest to the redemption date. The outstanding balance of the Bonds shall be due and payable on May 1, 2033.

Year	Mandatory Sinking Fund Payment	
Year	Mandatory Sinking Fund Payment	
2020	$	2027	$	
2021		2028		
2022		2029		
2023		2030		
2024		2031		
2025		2032		
2026		2033*		

* Final Maturity

In connection with such mandatory sinking fund redemption of Bonds, amounts shall be transferred from the Revenue Fund to the Sinking Fund Account of the Debt Service Fund, all as more particularly described in Section 4.04 hereof.

The principal amounts set forth in the foregoing tables shall be reduced as specified by the Issuer as provided below or as provided in Section 6.04 hereof by any principal amounts of the Bonds redeemed pursuant to Section 6.0l(a) and (b) hereof.

Upon (i) any redemption of Bonds other than in accordance with scheduled mandatory sinking fund payments and/or (ii) any change in the interest rate on the Bonds on account of a Determination of Taxability, as the case may be, the Issuer shall promptly cause to be recalculated and delivered to the Lender and the Trustee, revised mandatory sinking fund payments recalculated so as to amortize the Outstanding principal amount of such Bonds in substantially equal annual installments of principal and interest (except for the last maturity which will represent the Outstanding balance of the Bonds) (subject to rounding to an amount of principal for each installment being devisable by $5,000) over the remaining term of such Bonds and shall deliver a revised special mandatory redemption schedule reduced pro rata in each year. The mandatory sinking fund payments as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund payments for any of such Bonds in any year. In the event of a redemption occurring less than 45 days prior to a date on which a mandatory sinking fund payment is due, the foregoing recalculation shall not be made to mandatory sinking fund payments due in the Fiscal Year in which such redemption occurs, but shall be made to mandatory sinking fund payments for the immediately succeeding and subsequent Fiscal years. Notwithstanding anything to the contrary, upon any redemption of the Bonds, the Issuer covenants that such redemption will not result in any increase in annual Debt Service Requirements on the Bonds, through the final Maturity Date of the Bonds. The Trustee shall have no duty to revise or verify any recalculation of the mandatory sinking fund payments.

SECTION 6.02.    Notice of Redemption..  When required to redeem the Bonds under any provision of this Indenture or directed to do so by the Issuer, the Trustee shall cause notice of the redemption, either in whole or in part, to be mailed at least ten. (10) days prior to the redemption date to all Owners of Bonds to be redeemed (as such Owners appear on the Bond Register on the fifth 5th day prior to such mailing), at their registered addresses, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity

of the redemption of the Bonds for which notice was duly mailed in accordance with this Section
Such notice shall be given in the name of the Issuer, shall be dated, shall set forth the Bonds Outstanding which shall be called for redemption and shall include, without limitation, the following additional information:

the redemption date;

the Redemption Price or;

if less than all Outstanding Bonds to be redeemed, the identification and the respective principal amounts of the Bonds to be redeemed or purchased;

except as otherwise provided in Section 2.01 hereof when the Lender is the registered owner of the Bonds, that on a redemption or date when the Bonds are being redeemed in whole the Redemption Price will become due and payable upon surrender of the Bonds called for redemption, and that interest thereon shall cease to accrue from and after said date; and

if the Lender is not the owner of 100% of the Bonds, the place where such Bonds are to be surrendered for payment of the Redemption Price shall be a corporate trust office of the Trustee.

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

If the Lender is the owner of 100% of the Bonds, the Trustee shall not be required to give notice of redemption with respect to any mandatory sinking fund redemption pursuant to Section 6.0l(c).

SECTION 6.03. Payment of Redemption  Price.  If  any required  (a) unconditional notice of redemption has been duly mailed or waived by the Owners of all Bonds called for redemption or (b) conditional notice of redemption has been so mailed or waived and the redemption moneys have been duly deposited with the Trustee or Paying Agent, then in either case, the Bonds called for redemption shall be payable on the redemption date at the applicable Redemption Price plus accrued interest, if any, to the redemption date. Bonds so called for redemption, for which moneys have been duly deposited with the Trustee, will cease to bear interest on the specified redemption date, shall no longer be secured by this Indenture and shall not be deemed to be Outstanding under the provisions of this Indenture.

Subject to the terms and provisions of Section 2.01 hereof, payment of the Redemption Price, together with accrued interest, shall be made by the Trustee or Paying Agent to or upon the order of the Owners of the Bonds called for redemption. The Redemption Price of the Bonds to be redeemed, the expenses of giving notice and any other expenses of redemption, shall be paid out of the Fund from which redemption is to be made or by the Issuer.

SECTION 6.04.   Partial  Redemption  of Bonds.   If less than all of the Bonds  are to be redeemed, the Trustee shall select the particular Bonds or portions of the Bonds to be called for redemption by lot in such reasonable manner as the Trustee in its discretion may determine.

END OF ARTICLE VI

ARTICLE VII COVENANTS OF THE ISSUER
SECTION 7.01. Power to Issue Bonds  and  Create  Lien.  The  Issuer  is  duly authorized under the Act and all applicable laws of the State to issue the Bonds, to adopt and execute this Indenture and to pledge the Pledged Revenues for the benefit of the Bonds. The Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with or subordinate to the lien created in favor of the Bonds. The Bonds and the provisions of this Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by this Indenture and all the rights of the Bondholders under this Indenture against all claims and demands of all other Persons whomsoever.

SECTION 7.02. Payment of Principal and Interest on Bonds. The payment of the principal or Redemption Price of and interest on all of the Bonds issued under this Indenture shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Revenues, and Pledged Revenues in an amount sufficient to pay the principal or Redemption Price of and interest on the Bonds authorized by this Indenture are hereby irrevocably pledged to the payment of the principal or Redemption Price of and interest on the Bonds authorized under this Indenture, as the same become due and payable. The Issuer shall promptly pay the interest on and the principal or Redemption Price of every Bond issued hereunder according to the terms thereof, but shall only be required to make such payment only out of the Pledged Revenues.

THE BONDS AUTHORIZED UNDER THIS INDENTURE AND THE OBLIGATION EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, INCLUDING, WITHOUT LIMITATION, THE PROJECT OR ANY PORTION THEREOF IN RESPECT OF WHICH ANY SUCH BONDS ARE BEING ISSUED, OR ANY PART THEREOF, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED REVENUES AS SET FORTH IN THIS INDENTURE. NOTHING IN THE BONDS AUTHORIZED UNDER THIS INDENTURE OR IN THIS INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE ISSUER TO PAY THE BONDS OR THE REDEMPTION PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE PLEDGED REVENUES, OR AS PLEDGING THE FAITH AND CREDIT OF THE ISSUER, THE CITY, THE COUNTY, OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE ISSUER, THE CITY, THE COUNTY, OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR.

SECTION 7.03.	Series 2020 Special Assessments; Re-Assessments.

The Issuer shall levy the Series 2020 Special Assessments, and evidence and certify the same to the Tax Collector or shall cause the Property Appraiser to certify the same on the tax roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, and Section 7.04 hereof, to the extent and in an amount sufficient to pay Debt Service Requirements on all Outstanding Bonds.

If any Series 2020 Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the Issuer shall be satisfied that any such Series 2020 Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the Issuer shall have omitted to make such Series 2020 Special Assessment when it might have done so, the Issuer shall either (i) take all necessary steps to cause a new Series 2020 Special Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Series 2020 Special Assessment from any legally available moneys, which moneys shall be deposited into the Revenue Fund. In case such second Series 2020 Special Assessment shall be annulled, the Issuer shall obtain and make other Series 2020 Special Assessments until a valid Series 2020 Special Assessment shall be made.

SECTION 7.04. Method of Collection. Series 2020 Special Assessments shall be collected by the Issuer in accordance with the provisions of the Act and Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes thereto, as applicable, in accordance with the terms of this Section. The Issuer shall use the uniform method for the levy, collection and enforcement of the Series 2020 Special Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, or any successor statutes thereto (the "Uniform Method"), and to do all things necessary to continue to use the Uniform Method or a comparable alternative method afforded by Section 197.3631, Florida Statutes, unless such method is not available. The Issuer shall enter into or maintain in effect one or more written agreements with the Property Appraiser and the Tax Collector, either individually or jointly (together, the "Property Appraiser and Tax Collector Agreement") in order to effectuate the provisions of this Section. The Issuer shall use its best efforts to ensure that any such Property Appraiser and Tax Collector Agreement remains in effect for at least as long as the final Maturity Date of Bonds Outstanding under this Indenture. To the extent that the Issuer is not able to collect Series 2020 Special Assessments pursuant to the Uniform Method, the Issuer may elect to collect and enforce Series 2020 Special Assessments pursuant to any available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto. Except as otherwise provided above, the election to collect and enforce the Series 2020 Special Assessments in any year pursuant to any one method shall not, unless prohibited by law, preclude the Issuer from electing to collect and enforce the Series 2020 Special Assessments pursuant to any other method permitted by law in any subsequent year.
SECTION 7.05. Delinquent Series 2020 Special Assessments. Subject to the provisions of Section 7.04 hereof, if the owner of any lot or parcel of land subject to the Series 2020 Special Assessment shall be delinquent in the payment of any Series 2020 Special Assessment, then such Series 2020 Special Assessment shall be enforced pursuant to the provisions of Chapter 197, Florida Statutes, or any successor statute thereto, including but not limited to the sale of tax certificates and tax deeds as regards such delinquent Series 2020 Special Assessment. In the event the provisions of Chapter 197, Florida Statutes, and any provisions of the Act with respect to such sale are inapplicable by operation of law, then upon the delinquency of any Series 2020 Special Assessment the Issuer shall, to the extent permitted by law, utilize any other method of enforcement as provided by Section 7.04 hereof, including, without limitation, declaring the entire unpaid balance of such Series 2020 Special Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed, pursuant to the provisions of Section 170.10, Florida Statutes, in the same method now or hereafter provided by

law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapter 173, Florida Statutes, and Sections 190.026 and 170.10, Florida Statutes, or otherwise as provided by law.

SECTION 7.06. Sale of Tax Certificates and Issuance of Tax Deeds; Foreclosure of Special Assessment Liens. If the Series 2020 Special Assessments  levied and collected under the Uniform Method described in Section 7.04 are delinquent, then the applicable procedures for issuance and sale of tax certificates and tax deeds for nonpayment shall be followed in accordance with Chapter 197, Florida Statutes and related statutes. Alternatively, if the Uniform Method is not utilized, and if any property shall be offered for sale for the nonpayment of any Series 2020 Special Assessment, and no person or persons shall purchase the same for an amount at least equal to the full amount due on the Series 2020 Special Assessment (principal, interest, penalties and costs, plus attorney's fees, if any), the property may then be purchased by the Issuer for an amount equal to the balance due on the Series 2020 Special Assessment (principal, interest, penalties and costs, plus attorney's fees, if any), and the Issuer shall thereupon receive in its corporate name the title to the property for the benefit of the Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, shall have the power and shall use its best efforts to lease or sell such property and deposit all of the net proceeds of any such lease or sale into the Revenue Fund. Not less than ten (10) days prior to the filing of any foreclosure action or any sale of tax deed as herein provided, the Issuer shall cause written notice thereof to be mailed to the Owners of the Bonds secured by such delinquent Series 2020 Special Assessments. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the Issuer, it shall give written notice thereof to such Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, agrees that it shall be required to take the measure provided by law for sale of property acquired by it as trustee for the Owners within thirty (30) days after the receipt of a request therefor signed by the Lender.

SECTION 7.07. Books and Records with  Respect  to  Series  2020  Special Assessments. In addition to the books and records required to be kept by the Issuer pursuant to the provisions of Section 7.17 hereof, the Issuer shall keep books and recorqs for the collection of the Series 2020 Special Assessments on the District Lands, which such books, records and accounts shall be kept separate and apart from all other books, records and accounts of the Issuer. The District Manager or the District Manager's designee, at the end of each Fiscal Year, shall prepare a written report setting forth the collections received, the number and amount of delinquencies, the proceedings taken to enforce collections and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. A signed copy of such audit shall be furnished to the Lender as soon as practicable after such audit shall become available and shall, upon written request, be mailed to any Owner.

SECTION 7.08.  Removal  of Series 2020 Special  Assessment  Liens;  Prepayments. The following procedures shall apply in connection with the removal of Series 2020 Special Assessment liens and the receipt of Prepayments.

Any owner of property subject to the Series 2020 Special Assessments may, at its.option, require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Series 2020 Special Assessments by paying to the Issuer the entire amount of

the Series 2020 Special Assessment, plus accrued interest to the next succeeding Interest Payment Date (or the second succeeding Interest Payment Date if such prepayment is made within forty-five (45) calendar days before an Interest Payment Date), attributable to the property subject to Series 2020 Special Assessments owned by such owner.

Upon receipt of a Prepayment as described in (a) above, the Issuer shall immediately pay the amount so received to the Trustee along with written notice directing the Trustee to redeem Bonds on the earliest date the Bonds may be redeemed and the Issuer shall take such action as is necessary to record in the official records of the County an affidavit or affidavits, as the case may be, executed by an authorized officer of the Issuer, to the effect that the Series 2020 Special Assessment has been paid and that such Special Assessment lien is thereby released and extinguished. Upon receipt of any such moneys and direction from the Issuer, the Trustee shall immediately deposit the same into the Bond Redemption Fund to be applied to the redemption of Bonds in accordance with Section 6.0l(b) hereof and cause the redemption of Bonds as provided in such direction.

SECTION 7.09.    Deposit  of Special  Assessments.   The Issuer  covenants  to cause any Special Assessments collected or otherwise received by it to be deposited with the Trustee within five (5) Business Days after receipt thereof for deposit into the Revenue Fund (except that amounts received as Prepayments of Series 2020 Special Assessments shall be designated by the Issuer as such upon delivery to the Trustee and shall be deposited directly into the Bond Redemption Fund).

SECTION 7.10.   Construction to be on Issuer Lands.   The Issuer covenants  that no  part of any capital project will be constructed on, over or under lands other than (i) lands good and marketable title to which is owned by the Issuer or other appropriate entity in fee simple,
lands on, over or under which the Issuer or other appropriate entity shall have acquired perpetual easements for the purposes of such capital project, or (iii) lands, including public streets and highways, the right to the use and occupancy of which for such purposes shall be vested in the Issuer or other appropriate entity by law or by valid franchises, licenses, easements or rights of way or other legally effective permissions or approval.

SECTION 7.11. Maintenance of the Project.  The Issuer shall maintain the Project owned by the Issuer in accordance with the Act and all other applicable federal and State laws, rules and regulations. The Issuer shall maintain the Project owned by the Issuer in an efficient and economical manner, shall at all times maintain the same in good repair and in sound operating condition and shall make all necessary repairs, renewals and replacements.

SECTION 7.12. Observance of and Compliance with Valid Requirements; No Additional Liens. The Issuer shall pay all municipal or governmental charges lawfully levied or assessed upon the Project or any part thereof or upon any revenues when the same shall become due, and the Issuer shall duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Project. The Issuer shall not create or suffer to be created any lien or charge upon the Project or upon the Pledged Revenues, except the lien and charge of the Bonds on the Pledged Revenues.

SECTION  7.13.    Payment  of  Operating  or  Maintenance  Costs  by  State  or  Others. The Issuer may permit the United States of America, the State, or any of their  agencies, departments or political subdivisions to  pay all or any part of the cost of maintaining,  repairing  and operating the Project out of funds other than Pledged Revenues.

SECTION 7.14. Public Liability and Property Damage Insurance; Maintenance of Insurance; Use of Insurance and Condemnation Proceeds.

Except as otherwise provided in subsection (d) of this Section, the Issuer will carry or cause to be carried, in respect of the Project, comprehensive general liability insurance (covering bodily injury and property damage) issued by one or more insurance companies authorized and qualified to do business under the laws of the State, in such amounts as is customary for similar operations, or as is more specifically set forth hereinbelow.

At all times, to the extent commercially available, the Issuer shall maintain a practical insurance program, with reasonable terms, conditions, provisions and costs which the District Manager determines will afford adequate protection against loss caused by damage to or destruction of any component of the Project owned by the Issuer. Limits for such coverage will be subject to the Consulting Engineer's recommendations which are to be provided in an annual report, as required by Section 7.21 hereof. The Issuer shall also, at all times, maintain a practical comprehensive general liability insurance program with respect to the Project for such coverage, with such reasonable terms, conditions, provisions and costs as the District Manager determines will afford adequate protection against bodily injury and property damage.

All insurance policies of the Issuer relating to the Project shall be carried with companies authorized to do business in the State, with a Best rating of no less than "A" as to management and Class "V" as to financial strength; provided, however, that if, in the opinion of the District Manager, adequate insurance protection under reasonable terms, conditions, provisions and cost cannot be purchased from an insurance company with the above-designated ratings, then the District Manager, on behalf of the Issuer, may secure such insurance protection as the Issuer determines to be in its best interests and otherwise consistent with this Indenture; provided further, however, that the Issuer may act as a self-insurer in accordance with the requirements of subsection (d) hereof. All policies providing the insurance coverages required by this Section shall designate the Issuer as the loss-payee and shall be made payable to the Issuer.

All proceeds received by the Issuer from property damage or destruction insurance and all proceeds received from the condemnation of the Project or any part thereof are hereby pledged by the Issuer as security for the Bonds and shall be deposited into a proceeds fund to be created by the Trustee at the direction of the Issuer and, with the written consent of the Lender, used to remedy the loss, damage or taking for which such proceeds are received, either by repairing the damaged property or replacing the destroyed or taken property, as soon as practicable after the receipt of such proceeds.

The Issuer, with the written consent of the Lender, shall be entitled to provide all or a portion of the insurance coverage required by subsections (a) and (b) of this Section through Qualified Self Insurance, provided that the requirements hereinafter set forth in this subsection (d) are satisfied. "Qualified Self Insurance" means insurance maintained through

a program of self-insurance or insurance maintained with a company or association in which the Issuer has a material interest or of which the Issuer has control, either singly or with others.

Prior to participation in any plan of Qualified Self Insurance not currently in effect, the Issuer shall deliver to the Lender (i) a copy of the proposed plan, and (ii) from the District Manager, an evaluation of the proposed plan together with an opinion to the effect that (A) the proposed Qualified Self Insurance plan will provide the coverage required by subsections (a) and
(b) of this Section, and (B) the proposed Qualified Self Insurance plan provides for the creation of actuarially sound reserves.

Each plan of Qualified Self Insurance shall be in written form, shall provide that upon the termination of such plan reserves will be established or insurance acquired in amounts adequate to cover any potential retained liability in respect of the period of self-insurance, and shall be reviewed annually by the District Manager or registered actuary who shall deliver to the Issuer a report on the adequacy of the reserves established thereunder in light of claims made. If the District Manager or registered actuary determines that such reserves are inadequate in light of the claims made, he shall make recommendations as to the amount of reserves that should be established and maintained, and the Issuer shall comply with such recommendations unless it can establish to the satisfaction of the Lender that such recommendations are unreasonable in light of the nature of the claims or the history of recovery against the Issuer for similar claims. A copy of each Qualified Self Insurance plan and of each annual report thereon shall be delivered to the Trustee and the Lender.

(e) Copies of all recommendations and approvals made by the Consulting Engineer under the provisions of this Section shall be filed with the District Manager and the Lender.

Within the first six (6) months of each Fiscal Year the District Manager shall file with the Lender, or if the Lender is not the Owner of the Bonds, the other owners of the Bonds, a complete report of the status of the insurance coverages relating to the Project or any portion thereof, such report to include, without being limited thereto, a schedule of all insurance policies required by this Indenture which is then in effect, stating with respect to each policy the name of the insurer, the amount, number and expiration date, and the hazards and the risks covered thereby.
SECTION 7.15. Collection of Insurance Proceeds. Copies of all insurance policies referred to in Section 7.14 of this Article shall be available at the offices of the Issuer at all reasonable times to the inspection of the Holders of $200,000 or more in aggregate principal amount of the Bonds (or the Holders of all the Bonds, if less than $200,000 in principal amount of Bonds are Outstanding) and their agents and representatives duly authorized in writing. The Issuer covenants that it will take such action as may be necessary to demand, collect and sue for any insurance money which may become due and payable under any policy of insurance required under this Indenture.

Any appraisal or adjustment of any loss or damage under any policy of insurance required under this Indenture, whether such policy is payable to the Issuer, and any settlement or payment of indemnity under any such policy which may be agreed upon by the Issuer and any

insurer shall be evidenced by a certificate, signed by the District Manager approved by the Consulting Engineer, and filed with the Lender. The Trustee shall in no way be liable or responsible for the collection of insurance moneys in case of any loss or damage.

SECTION 7.16. Use of Revenues for Authorized Purposes  Only.  None  of the Pledged Revenues shall be used for any purpose other than as provided in this Indenture and no contract or contracts shall be entered into or any action taken by the Issuer or the Trustee which will be inconsistent with the provisions of this Indenture.

SECTION 7.17.  Books and Records.  The Issuer shall keep proper books of record and account in accordance with Generally Accepted Accounting Principles consistently applied and consistent with the provisions of this Indenture (separate from all other records and accounts), and which, together with all other books and records of the Issuer, including, without limitation, insurance policies, relating to the Project, shall at all times be subject during regular business hours to the inspection of the Lender.

The Issuer shall annually, within 270 days after the close of each Fiscal Year, file with the Lender and any other Bondholder that shall have, in writing, requested a copy thereof, and otherwise as provided by law, a copy of an annual report for such year, prepared in accordance with Generally Accepted Accounting Principles by a Certified Public Accountant, relating to its operations and including, without limitation, statements in reasonable detail of financial condition as of the end of such Fiscal Year and income and expenses for such Fiscal Year relating to the Series 2020 Special Assessments, the amount of Series 2020 Special Assessments levied and collected, the amount of any delinquent Series 2020 Special Assessments that have been delinquent for more than one hundred fifty (150) days since April 1 of the prior applicable calendar year, and a summary, with respect to each Fund and Account established under this Indenture, of the receipts therein and disbursements therefrom during such Fiscal Year, and the amounts held therein at the end of such Fiscal Year. In addition, if more than 10% of the property owners are delinquent in the payment of the Series 2020 Special Assessments, the District Manager shall promptly provide the Lender with a list of the delinquent property owners. If any tax certificates are sold to the District, the District Manager shall provide such information to the Lender.
The Issuer shall file with the Lender annually within 270 days after the close of each Fiscal Year a certificate of a Responsible Officer setting forth (i) a description in reasonable detail of the insurance then in effect pursuant to the requirements of Section 7.14 hereof and that the Issuer has complied in all respects with such requirements, (ii) whether during such year any material part of the Project has been damaged or destroyed and, if so, the amount of insurance proceeds covering such loss or damage and specifying the Issuer's reasonable and necessary replacement costs, and (iii) whether or not to the knowledge of the signatory, the Issuer is in default with respect to any of the covenants, agreements or conditions on its part contained in this Indenture, and if so, the nature of such default.

SECTION 7.18.	Reserved.

SECTION 7.19. Employment of Certified  Public  Accountant.  The  Issuer  shall employ or cause to be employed as required a Certified Public Accountant to perform auditing functions and duties required by the Act and this Indenture.

SECTION 7.20. Establishment of Fiscal Year, Annual Budget. The Issuer has established a Fiscal Year beginning October 1 of each year and ending September 30 of the following year. The reports and budget of the Issuer shall relate to such Fiscal Year unless and until, in accordance with applicable law, a different Fiscal Year is established by Certified Resolution of the Issuer and a copy of such Certified Resolution is filed with the Lender.

On or before the first day of each Fiscal Year the Issuer shall adopt a final Annual Budget in accordance with the Act and shall supply a copy of such budget promptly (but not later than thirty (30) days after the end of the prior Fiscal Year) upon the approval thereof to the Lender and to any other Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose. If for any reason the Issuer shall not have adopted the Annual Budget on or before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shall, until the adoption of the new Annual Budget, be deemed in force for the ensuing Fiscal Year. The Issuer may at any time adopt an amended or supplemental Annual Budget for the remainder of the current Fiscal Year, and when such amended or supplemental Annual Budget is approved it shall be treated as the official Annual Budget under this Indenture. Copies of such amended or supplemental Annual Budget shall be mailed by the Issuer to the Lender and to any other Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose.

SECTION 7.21.	Employment	of  Consulting	Engineer;	Consulting	Engineer's
Report.

The Issuer shall, for the purpose of performing and carrying out the duties
imposed on the Consulting Engineer by this Indenture and as required under the Act, employ one or more Independent engineers or engineering firms or corporations having a statewide and favorable repute for skill and experience in such work.

The Issuer shall cause the Consulting Engineer to make an inspection of the portions of the Project and any other capital assets owned by the Issuer at least once in each Fiscal Year and, on or before the first day of July in each Fiscal Year, to submit to the Board a repo1i setting forth (i) its findings as to whether such portions of the Project and any other capital assets owned by the Issuer have been maintained in good repair, working order and condition, and (ii) its recommendations as to:

the proper maintenance, repair and operation of the Project and any other capital assets owned by the Issuer during the ensuing Fiscal Year and an estimate of the amount of money necessary for such purposes; and

the insurance to be carried under the provisions of Section 7.14 hereof and the amount that should be set aside monthly for the purpose of paying insurance premiums which fall due less often than monthly.

Promptly after the receipt of such reports by the Issuer, copies thereof shall be mailed by the Issuer to the Lender, and to all other Bondholders who shall have filed their names and addresses with the Secretary of the Board for such purpose.

SECTION 7.22. Audit Reports.   The Issuer  covenants  that, no later than 270 days after the end of each Fiscal Year, it will cause an audit to be made by a Certified Public Accountant covering all receipts and moneys then on deposit with or in the name of the Trustee or the Issuer and any security held therefor and any investments thereof. Within thirty (30) days of completion of such audit, but in no event later than 365 days after the Fiscal Year end, copies of such audit reports shall be filed with the District Manager and the Secretary of the Board, and mailed by said Secretary to the Lender and to all other Bondholders who shall have filed their names and addresses with him for such purpose. If the material required to be in such audit also appears in the annual report of the Issuer provided for in Section 7.17 hereof in a manner that can be readily identified, then the filing of a copy of such annual audit shall satisfy the requirement of this Section 7.22. In addition, the Issuer shall provide to the Lender unaudited financial statements for each fiscal quarter within thirty (30) days after each such period.
SECTION  7.23.  Issuer  Records.   The  Issuer  shall  cause  to  be  kept  at  all  times copies of the schedules of the Series 2020 Special Assessments. The Issuer shall keep accurate records and books of account and shall have a complete audit of such records and accounts made annually by a Certified Public Accountant, as provided in Section 7.22 hereof.  A signed copy of said audit shall be furnished to the Lender as soon as practicable after such audit shall become available.
SECTION 7.24. Covenant Against Sale or Encumbrance; Exceptions. The Issuer covenants that, except as in this Section permitted, it will not sell, lease or otherwise dispose of or encumber the Project. The Issuer may, however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments or other movable property acquired by it from the proceeds of the Bonds if the District Manager shall determine, with the approval of the Consulting Engineer, that such items are no longer needed or are no longer useful in connection with the, maintenance and operation of the Project, and the proceeds thereof shall be applied to the replacement of the properties so sold or disposed of or, at the written direction of the Issuer shall be deposited to the credit of the Revenue Fund.

Upon any sale of property relating to the Project, the aggregate of which in any thirty
(30) day period exceeds Fifty Thousand Dollars ($50,000) under the provisions of this Section, the Issuer shall provide written notice to the Trustee and the Lender of the property so sold and the amount and disposition of the proceeds thereof.

The Issuer may lease or grant easements, franchises or concessions for the use of any part of the Project not incompatible with the maintenance and operation thereof, if Bond Counsel and the Consulting Engineer shall approve such lease, easement, franchise or concession in writing, and the net proceeds of any such lease, easement, franchise or concession (after the making of provision for payment from said proceeds of all costs incurred in financing, constructing, operating, maintaining or repairing such leases, easements, franchises or concessions) shall be deposited as received to the credit of the Revenue Fund.

SECTION 7.25.  No Loss of Lien on Pledged  Revenues.   The Issuer shall not do or omit to do, or suffer to be done or omit to be done, any matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues or any part thereof, or the priority thereof, would be lost or impaired; provided, however, that this Section shall not prohibit the Trustee from transferring moneys to the Rebate Fund held by the Trustee in the manner provided herein.

SECTION 7.26.  Compliance  With  Other  Contracts  and  Agreements.  The Issuer shall comply with and abide by all of the terms and conditions of any and all contracts and agreements which the Issuer entered into in connection with the Project and the issuance of the Bonds.

SECTION 7.27. Issuance of Additional Obligations. The Issuer shall not issue any obligations other than the Bonds payable from the Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, payable from Pledged Revenues.

SECTION 7.28.  Extension  of Time for Payment  of Interest Prohibited.  The Issuer shall not directly or indirectly extend or assent to an extension of time for payment of any claim for interest on any of the Bonds and shall not directly or indirectly be a party to or approve any arrangement therefor by purchasing or funding or in any manner keeping alive any such claim for interest; no claim for interest which in any way, at or after maturity, shall have been transferred or pledged apart from the Bonds to which it relates or which shall in any manner have been kept alive after maturity by extension or by purchase thereof by or on behalf of the Issuer, shall be entitled, in case of a default hereunder, to any benefit or security under this Indenture except after the prior payment in full of the principal of all Bonds and claims for interest appertaining thereto not so transferred, pledged, kept alive or extended.

SECTION 7.29.   Further Assurances.  The Issuer shall not enter into any contract or take any action by which the rights of the Trustee or the Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Indenture.

SECTION 7.30.    Use of  Bond  Proceeds to  Comply  with Internal  Revenue  Code. The Issuer covenants to the Holders of the Bonds that it will not make or direct the making of any investment or other use of the proceeds of any Bonds issued hereunder which would cause such Bonds to be "arbitrage bonds" as that term is defined in Section 148 (or any successor provision thereto) of the Code or "private activity bonds" as that term is defined in Section 141 (or any successor provision thereto) of the Code, and that it will comply with the requirements of such Code sections and related regulations throughout the term of such Bonds. The Issuer hereby further covenants and agrees to comply with the procedures and covenants contained in any arbitrage rebate agreement executed in connection with the issuance of the Bonds for so long as compliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds.

SECTION 7.31.       Corporate  Existence and Maintenance  of Properties.   For so long as any Bonds are Outstanding hereunder, unless otherwise provided by the Act, the Issuer shall maintain its corporate existence as a local unit of special purpose government under the Act and

shall provide for or otherwise require the Project, and all parts thereof owned by the Issuer to be
continuously operated, repaired, improved and maintained as shall be necessary to provide adequate service to the lands benefited thereby; and (b) in compliance with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any competent public authority.

SECTION 7.32. Acknowledgement Regarding Series 2020 Acquisition and Construction Account Moneys Following an Event of Default. In accordance with the provisions of this Indenture, the Bonds are payable solely from the Pledged Revenues and any other moneys held by the Trustee under this Indenture for such purpose. Anything in this Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that, upon the occurrence of an Event of Default with respect to the Bonds, (i) the Pledged Revenues includes, without limitation, all amounts on deposit in the Acquisition and Construction Fund then held by the Trustee, (ii) the Pledged Revenues may not be used by the Issuer (whether to pay costs of the Project or otherwise) without the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds and (iii) the Pledged Revenues may be used by the Trustee, at the direction or with the approval of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds, to pay costs and expenses incurred in connection with the pursuit of remedies under this Indenture, provided, however notwithstanding anything herein to the contrary the Trustee is also authorized to utilize the Pledged Revenues to pay fees and expenses as provided in Section 8.11 of this Indenture.
SECTION 7.33. Additional Information to be Provided to the Lender. The Issuer covenants to provide written notice to the Lender within thirty (30) days of the occurrence of any of the following:

Any monetary default on any obligation after the expiration of any grace
period.

Any material litigation or governmental proceeding has been brought or filed against the Issuer.

Any other action that would have a material adverse effect on the Issuer and its ability to levy and collect the Special Assessments or otherwise to pay the Debt Service Requirements on Bonds when due.

Any material adverse change in the financial condition of the Issuer since the last audit of the Issuer.

END OF ARTICLE VII

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01.	Events of Default and Remedies. Events of default and remedies with respect to the Bonds shall be as set forth in this Indenture.

SECTION 8.02.	Events  of Default Defined.	Each of the following shall be an "Event of Default" under this Indenture, with respect to the Bonds:

if payment of any installment of interest on any Bond is not made when it becomes due and payable and such non-payment continues for ten (10) days from the due date; or

if payment of the principal or Redemption Price of any Bond is not made when it becomes due and payable at maturity or upon call or presentation for redemption and such non-payment continues for ten (10) days from the due date; or

if the Issuer, for any reason, is rendered incapable of fulfilling its obligations under this Indenture or under the Act; or

if the Issuer proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the Issuer or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the Issuer and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or

if the Issuer defaults in the due and punctual performance of any other covenant in this Indenture or in any Bond issued pursuant to this Indenture and such default continues for thirty (30) days after written notice requiring the same to be remedied shall have been given to the Issuer by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such thirty (30) day period, no Event of Default shall be deemed to have occurred or exist if, and so long as the Issuer shall commence such performance within such thirty (30) day period and shall diligently and continuously prosecute the same to completion.

SECTION 8.03.
subject to acceleration.

No Acceleration.	No Bonds issued under this Indenture shall be

SECTION 8.04. · Legal Proceedings  by  Trustee.  If  any  Event  of  Default  with respect to the Bonds has occurred and is continuing, the Trustee shall, at the written direction of the Lender, if it is the Owner of the Bonds, or if the Lender is not the Owner of the Bonds, the Trustee may, in its discretion, and upon the written request of the Holders of not less than a

majority of the aggregate principal amount of the Outstanding Bonds and receipt of indemnity to its satisfaction shall, in its own name:

by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Bonds, including, without limitation, the right to require the Issuer to carry out any agreements with, or for the benefit of, the Bondholders of the Bonds and to perform its or their duties under the Act;

bring suit upon the Bonds;

by action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Holders of the Bonds;

by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Bonds; and

by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing such Bonds.

SECTION 8.05.  Discontinuance  of  Proceedings  by  Trustee.   If  any  proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the Issuer, the Trustee, the Paying Agent, and the Bondholders shall be restored to their former positions and rights hereunder as though no such proceeding had been taken.

SECTION 8.06. Bondholders May Direct  Proceedings.  Subject  to  Section  8.07 hereof, the Holders of a majority in aggregate principal amount of the Outstanding Bonds then subject to remedial proceedings under this Article VIII shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under this Indenture, provided that such directions shall not be otherwise than in accordance with law or the provisions of this Indenture.

SECTION 8.07.   Limitations  on  Actions  by  Bondholders.   No  Bondholder  shall have any right to pursue any remedy hereunder unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Holders of at least a majority of the aggregate principal amount of the Outstanding Bonds shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names,
the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities, and (d) the Trustee shall have failed to comply with such request within a reasonable time. Notwithstanding the foregoing, if the Lender is the only Bondholder, the Lender shall have the right, upon written notice to the Trustee, to pursue any remedy hereunder in its name and the Trustee shall have no liability or responsibility for the exercise of any remedies by the Lender.

SECTION 8.08. Trustee  May Enforce Rights  Without  Possession  of  Bonds.  All rights under this Indenture and the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Holders of the Bonds.

SECTION 8.09.   Remedies Not Exclusive.  Except as limited under Section 13.01 of this Indenture, no remedy contained in this Indenture is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 8.10.      Delays and Omissions Not to Impair Rights.  No delay or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default, and every remedy given by this Article VIII may be exercised from time to time and as often as may be deemed expedient.

SECTION 8.11.     Application  of Moneys in Event of Default.   Any moneys held by the Trustee or received by the Trustee or the Paying Agent, as the case may be, in connection with any proceedings brought under this Article VIII with respect to the Bonds shall be applied in the following order of priority:

FIRST: to the payment of the costs of the Lender, the Trustee and Paying Agent incurred in connection with actions taken under this Article VIII with respect to the Bonds, including counsel fees and any disbursements of the Lender, the Trustee and the Paying Agent and payment of unpaid fees and expenses owed to the Trustee.

SECOND: to payment of all installments of interest then due on the Bonds in the order of maturity of such installments of interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any preference or priority of one installment of interest over any other installment; and

THIRD: to payment to the persons entitled thereto of the unpaid principal or Redemption Price of any of the Bonds which shall have become due in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full the principal or Redemption Price coming due on such Bonds on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any preference or priority of one such Bond over another or of any installment of interest over another.

Any surplus remaining after the payments described above shall be paid to the Issuer or to the Person lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

SECTION 8.12.  Trustee's  Right  to  Receiver;  Compliance  with Act.  The Trustee shall be entitled as of right to the appointment of a receiver and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as are contained in the Act and other applicable law of the State.

SECTION 8.13.    Trustee and Bondholders  Entitled to all Remedies  under Act.  It is the purpose of this Article, to provide such remedies to the Trustee and Bondholders as may be lawfully granted under the provisions of the Act and other applicable laws of the State; if any remedy herein granted shall be held unlawful, the Trustee and the Bondholders shall nevertheless

be entitled to every other remedy provided by the Act and other applicable laws of the State. It is further intended that, insofar as lawfully possible, the provisions of this Article VIII shall apply to and be binding upon any receiver appointed in accordance with Section 8.12 hereof.

END OF ARTICLE VIII

ARTICLE IX
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR

SECTION 9.01.    Acceptance  of Trust.   The Trustee  accepts  and  agrees to execute the trusts hereby created, but only upon the additional terms set forth in this Article IX, to all of which the parties hereto and the Bondholders agree. The Trustee shall act as Trustee for the Bonds under this Indenture. Prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, and subject to the provisions of Section 9.03 hereof, the Trustee shall have only such duties as are expressly set forth herein, and no duties shall be implied on the part of the Trustee. Subject to the provisions of Section 9.03 hereof, the Trustee shall have only such duties as are expressly set forth herein, and no duties shall be implied on the part of the Trustee. During the existence of any Event of Default, the Trustee shall exercise the rights, duties and powers vested in it with the same degree of skill and care as a prudent person would exercise or use under the circumstances in the conduct of their own affairs; provided, however, that if the Lender has elected to exercise remedial rights or otherwise instructed the Trustee not to exercise remedial rights, the Trustee's duties shall be governed by the immediately preceding sentence and not the prudent person standard.

SECTION 9.02. No Responsibility for Recitals. The recitals, statements and representations in this Indenture or in the Bonds, save only the Trustee's Certificate, if any, upon the Bonds, have been made by the Issuer and not by the Trustee and the Trustee shall be under no responsibility for the correctness thereof.

SECTION 9.03. Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence. The Trustee may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice of Counsel concerning all questions hereunder; the Trustee shall not be answerable for the default or misconduct of any attorney or agent selected and supervised by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under this Indenture nor for anything whatever in connection with the trust hereunder, except only its own negligence or willful misconduct or breach of its obligations hereunder. The Trustee shall not be liable for any error of judgment made in good faith, unless it has been proven that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall have no liability for any action or refraining from action if at the direction of the Lender or a majority of the beneficial owners of the Bonds.

SECTION 9.04. Compensation and Indemnity. The Issuer shall pay the Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursements, and shall, to the extent permitted by law, indemnify, defend, protect and hold the Trustee harmless against any liabilities, losses, damages, costs and expenses ("Losses") which it may incur in the proper exercise and performance of its powers and duties hereunder, except with respect to Losses caused by the Trustee's negligence or willful misconduct. If the Issuer defaults in respect of the foregoing obligations, the Trustee may deduct the amount owing to it from any moneys coming into its hands and payable to the Issuer but exclusive of the Rebate Fund, which right of payment shall be prior to the right of the holders of the Bonds. The provisions of this Section 9.04 shall survive the termination of this Indenture and, as to any Trustee, its removal or resignation as Trustee.

SECTION 9.05.      No Duty to Renew Insurance.   The Trustee  shall be under no duty to effect or to renew any insurance policy nor shall it incur any liability for the failure of the Issuer to require or effect or renew insurance or to report or file claims of loss thereunder.

SECTION 9.06. Notice of Default; Right  to  Investigate.  The Trustee  shall  give written notice by first-class mail to registered Holders of the Bonds of all defaults known to the Trustee, unless such defaults have been remedied (the term "defaults" for purposes of this Section and Section 9.07 being defined to include the events specified as "Events of Default" in Article VIII hereof, but not including any notice or periods of grace provided for therein); provided that other than when the Lender owns any of the Bonds, except in the case of a default in payment of principal or interest or Redemption Price, the Trustee may withhold such notice so long as it in good faith determines that such withholding is in the best interest of the Bondholders. The Trustee shall not be deemed to have notice of any default other than a payment default under this Indenture, unless notified in writing of such default by the Lender if the Owner of the Bonds or if not the Owner of the Bonds by the Holders of at least a majority of the aggregate principal amount of the Outstanding Bonds. The Trustee may, however, at any time require of the Issuer full information as to the performance of any covenant hereunder, and if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made, at the expense of the Issuer, an investigation into the affairs of the Issuer.

SECTION 9.07.     Obligation to Act on Defaults.   Unless   (i) requested  in writing to do so by the Lender if the owner of the Bonds, or if not the owner of the Bonds, by the Holders of at least a majority of the aggregate principal amount of the Outstanding Bonds which are or would be, upon the taking of such action, subject to remedial proceedings under Article VIII of this Indenture, and (ii) it is furnished with indemnity satisfactory to it, the Trustee shall be under no obligation to take any action in respect of any default or otherwise. No provision of this Indenture or the Bonds shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, except to give notice of default as required under the Indenture. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds.

SECTION 9.08. Reliance by Trustee. The Trustee may act on any requisition,  resolution, notice, telegram, facsimile transmission, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document which it in good faith believes to be genuine and to have been passed, signed or given by the persons purporting to be authorized (which in the case of the Issuer shall be a Responsible Officer) or to have been prepared and furnished pursuant to any of the provisions of this Indenture; the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement.

SECTION 9.09.   Trustee  May Deal in Bonds.   The  Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Bondholders may be entitled to take with like effect as if the Trustee were not a party to this Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Issuer; provided, however, that if the Trustee determines that any such relation is in conflict with its duties under this Indenture, it shall eliminate the conflict or resign as Trustee.

SECTION 9.10.    Construction of Ambiguous Provisions.   The Trustee may construe any ambiguous or inconsistent provisions of this Indenture, and except as otherwise provided in Article XI of this Indenture, any construction by the Trustee shall be binding upon the Bondholders. The Trustee shall give prompt notice to the Issuer and the Lender of any intention to make such construction.

SECTION 9.11.       Resignation of Trustee.   The Trustee may resign and be discharged of the trusts created by this Indenture by written resignation filed with the Secretary of the Issuer not less than sixty (60) days before the date when such resignation is to take effect. Notice of such resignation shall be sent by first-class mail to each Bondholder as its name and address appears on the Bond Register and to any Paying Agent, Registrar, and Authenticating Agent at least sixty (60) days before the resignation is to take effect. Such resignation shall take effect on the day specified in the Trustee's notice of resignation unless a successor Trustee is previously appointed, in which event the resignation shall take effect immediately on the appointment of such successor; provided, however, that notwithstanding the foregoing, such resignation shall not take effect until a successor Trustee has been appointed. If a successor Trustee has not been appointed within ninety (90) days after the Trustee has given its notice of resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a temporary successor Trustee to serve as Trustee until a successor Trustee has been duly appointed.

SECTION 9.12.  Removal of Trustee.  The Trustee may be removed at any time by   either (a) the Issuer, if no default exists under this Indenture, or (b) an instrument or concurrent instruments in writing, executed by the Lender, if the Owner of the Bonds or if the Lender is not the Owner of the Bonds, then by the Owners of at least a majority of the aggregate principal amount of the Bonds then Outstanding and filed with the Issuer. A photographic copy of any instrument or instruments filed with the Issuer under the provisions of this paragraph, duly certified by a Responsible Officer, shall be delivered promptly by the Issuer to the Trustee and to any Paying Agent, Registrar and Authenticating Agent.

The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the Issuer or the Lender, if the Owner of the Bonds or if the Lender is not the Owner of the Bonds, then by the Holders of not less than a majority of the aggregate principal amount of the Bonds then Outstanding.

SECTION 9.13. Appointment of Successor Trustee. If the Trustee or any successor Trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the Issuer shall appoint a successor and shall mail notice of such appointment by first-class mail to each Bondholder as its name and address appear on the Bond Register, and to the Paying Agent, Registrar, Authenticating Agent. If at the time of such appointment the Lender is the only Bondholder, such appointment shall be subject to the written consent of the Lender. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Indenture prior to the date specified in the notice of resignation or removal as the date when such resignation or removal was to take effect, the Lender, if the Owner of the Bonds or if the Lender is not the Owner of the Bonds, then. by the Holders of a

majority in aggregate principal amount of all Bonds then Outstanding may appoint a successor Trustee.

SECTION 9.14.	Qualification of Successor. A successor Trustee shall be a bank or trust company with trust powers, having a combined net capital and surplus of at least
$50,000,000.

SECTION 9.15. Instruments of  Succession.  Except  as provided  in Section  9.16 hereof, any successor Trustee shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder and thereupon, such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named Trustee herein. The Trustee ceasing to act hereunder, after deducting all amounts owed to the Trustee, shall pay over to the successor Trustee all moneys held by it hereunder and, upon request of the successor Trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument or instruments prepared by the Issuer transferring to the successor Trustee all the estates, properties, rights, powers and trusts hereunder of the predecessor Trustee, except for its rights under Section 9.04 hereof.

SECTION 9.16. Merger of Trustee. Any corporation  into  which  any  Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of the corporate trust department shall be the successor Trustee under this Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that any such successor corporation continuing to act as Trustee hereunder shall meet the requirements of Section 9.14 hereof, and if such corporation does not meet the aforesaid requirements, a successor Trustee shall be appointed pursuant to this Article IX. The Trustee may not resign as the Paying Agent or the Registrar without resigning as Trustee.

SECTION 9.17. Extension of Rights and Duties of Trustee to Paying Agent and Registrar. The provisions of Sections 9.02, 9.03, 9.04, 9.08, 9.09 and 9.10 hereof are hereby made applicable to the Paying Agent and the Registrar, as appropriate, and any Person serving as Paying Agent and/or Registrar, hereby enters into and agrees to comply with the covenants and agreements of this Indenture applicable to the Paying Agent and Registrar, respectively.

SECTION 9.18. Resignation of Paying Agent or Registrar. The Paying Agent or Registrar may resign and be discharged of the duties created by this Indenture by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and filing the same with the Issuer, the Trustee, and the Lender, if the Lender is the Owner of the Bonds, not less than forty-five (45) days before the date specified in such instrument when such resignation shall take effect, and by giving written notice of such resignation not less than three (3) weeks prior to such resignation date to any other Bondholders, mailed to their addresses as such appear in the Bond Register. Such resignation shall take effect on the date specified in such instrument and notice, but only if a successor Paying Agent or Registrar shall have been appointed as hereinafter provided, in which event such resignation

47

shall take effect immediately upon the appointment of such successor Paying Agent or Registrar. If the successor Paying Agent or Registrar shall not have been appointed within a period of ninety (90) days following the giving of notice, then the Paying Agent or Registrar shall be authorized to petition any court of competent jurisdiction to appoint a successor Paying Agent or Registrar as provided in Section 9.22 hereof.

SECTION 9.19. Removal of Paying Agent or Registrar.  The  Paying  Agent  or Registrar may be removed at any time prior to any Event of Default by the Issuer by filing with the Paying Agent or Registrar to be removed, and with the Trustee, an instrument or instruments in writing executed by the Issuer appointing a successor, or an instrument or instruments in writing designating, and accompanied by an instrument or appointment by the Issuer of, such successor. Such removal shall be effective thirty (30) days (or such longer period as may be set forth in such instrument) after delivery of the instrument; provided, however, that no such removal shall be effective until the successor Paying Agent or Registrar appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder.

SECTION 9.20.    Appointment  of Successor  Paying  Agent or Registrar.   In case at any time the Paying Agent or Registrar shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason, then a vacancy shall forthwith and ipso facto exist in the office of the Paying Agent or Registrar, as the case may be, and a successor shall be appointed by the Issuer; and in case at any time the Paying Agent or Registrar shall resign, then a successor shall be appointed by the Issuer. After any such appointment, notice of such appointment shall be given by the Issuer to the predecessor Paying Agent or Registrar, the successor Paying Agent or Registrar, the Trustee and all Bondholders. Any new Paying Agent or Registrar so appointed shall immediately, and without further act, supersede the predecessor Paying Agent or Registrar. If at the time of such appointment the Lender is the only Bondholder, such appointment shall be subject to the written consent of the Lender.

SECTION 9.21. Qualifications of Successor Paying Agent or  Registrar.  Every successor Paying Agent or Registrar (a) shall be a commercial bank or trust company (i) duly organized under the laws of the United States or any state or territory thereof, (i) authorized by law to perform all the duties imposed upon it by this Indenture and (iii) capable of meeting its obligations hereunder, and (b) shall have a combined net capital and surplus of at least
$50,000,000.

SECTION 9.22.   Judicial  Appointment of Successor Paying Agent or Registrar.   In case at any time the Paying Agent or Registrar shall resign and no appointment of a successor Paying Agent or Registrar shall be made pursuant to the foregoing provisions of this Indenture prior to the date specified in the notice of resignation as the date when such resignation is to take effect, the retiring Paying Agent or Registrar may forthwith apply to a court of competent jurisdiction for the appointment of a successor Paying Agent or Registrar. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Paying Agent or Registrar. Notice of such appointment shall be given by the Successor Registrar or Paying Agent to the Issuer, the Trustee and all Bondholders. In the absence of such an

appointment, the Trustee shall become the Registrar or Paying Agent, or and shall so notify the Issuer and all Bondholders.

SECTION 9.23.  Acceptance  of  Duties  by  Successor  Paying  Agent  or  Registrar. Any successor Paying Agent or Registrar shall become duly vested with all the estates, property, rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named Paying Agent or Registrar herein. Upon request of such Paying Agent or Registrar, such predecessor Paying Agent or Registrar and the Issuer shall execute and deliver an instrument transferring to such successor Paying Agent or Registrar all the estates, property, rights and powers hereunder of such predecessor Paying Agent or Registrar and such predecessor Paying Agent or Registrar shall pay over and deliver to the successor Paying Agent or Registrar all moneys and other assets at the time held by it hereunder.

SECTION 9.24.  Successor  by  Merger  or  Consolidation.  Any  corporation   into which any Paying Agent or Registrar hereunder may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Paying Agent or Registrar hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of the corporate trust department shall be the successor Paying Agent or Registrar under this Indenture without the execution or filing of any paper or any further act on the part of the parties thereto, anything in this Indenture to the contrary notwithstanding.

END OF ARTICLE IX

ARTICLEX
ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS

SECTION 10.01. Acts of Bondholders; Evidence of  Ownership  of  Bonds.  Any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bondholders in person or by an agent appointed in writing. The fact and date of the execution by any person of any such instrument may be provided by acknowledgment before a notary public or other officer empowered to take acknowledgments or by an affidavit of a witness to such execution. Any action by the Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered by the Issuer, Trustee, Paying Agent or Registrar in pursuance thereof.

END OF ARTICLE X

ARTICLE XI AMENDMENTS AND SUPPLEMENTS

SECTION 11.01. Amendments and Supplements Without  Bondholders'  Consent. This Indenture and any Supplemental Indenture may be amended or supplemented, from time to time, with the written consent of the Lender (while the sole owner), but without the consent of any other Bondholders, by a Supplemental Indenture authorized by a Certified Resolution of the Issuer filed with the Trustee, for one or more of the following purposes:
to add additional covenants of the Issuer or to surrender any right or power herein conferred upon the Issuer;

for any purpose not inconsistent with the terms of this Indenture, or to cure any ambiguity or to cure, correct or supplement any defective provision (whether because of any inconsistency with any other provision hereof or otherwise) of this Indenture, in such manner as shall not impair the security hereof or thereof or adversely affect the rights and remedies of the Bondholders;

to provide for the execution of any and all contracts and other documents as may be required in order to effectuate the conveyance of the Project and/or other assets of the Issuer to the State, the County, or any department, agency or branch thereof, or any other unit of government of the State; provided, however, that the Issuer shall have caused to be delivered to the Trustee and the Lender an opinion of Bond Counsel stating that such conveyance shall not impair the security hereof or adversely affect the rights and remedies of the Bondholders; and
to make such changes as may be necessary in order to reflect amendments to Chapters 170, 190 and 197, Florida Statutes, .so long as, in the opinion of counsel to the Issuer, such changes either: (i) do not have an adverse effect on the Holders of the Bonds; or (ii) if such changes do have an adverse effect, that they nevertheless are required to be made as a result of such amendments.
SECTION 11.02. Amendments With Bondholders'  Consent.  Subject  to  the provisions of Section 11.03 hereof, this Indenture may be amended from time to time by a Supplemental Indenture approved solely by the Lender if the Owner of the required percentage of Bonds Outstanding or if the Lender is not the Owner of the required percentage of Bonds Outstanding, approved by the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding; provided that with respect to (a) the interest payable upon any Bonds,
the dates of maturity or redemption provisions of any Bonds, (c) this Article XI, and (d) the security provisions hereunder or under any Supplemental Indenture, this Indenture may only be amended by the approval of the Owners of all Bonds Outstanding.
SECTION 11.03. Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel. The Trustee is authorized to join in the execution and delivery of any Supplemental Indenture or amendment permitted by this Article XI and in so doing may rely on a written opinion of Counsel that such Supplemental Indenture or amendment is so permitted and has been duly authorized by the Issuer and that all things necessary to make it a valid and

binding  agreement  have been done.	The Trustee shall not be obligated to enter into any Supplemental Indenture or amendment that adversely impacts its rights or duties hereunder.

END OF ARTICLE XI

ARTICLE XU DEFEASANCE
SECTION 12.01.   Defeasance.   When interest on, and principal or Redemption Price (as the case may be) of, the Bonds or any portion thereof to be defeased have been paid, or there shall have been deposited with the Trustee or such other escrow agent designated in a Certified Resolution of the Issuer moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys, remaining uninvested, will provide sufficient moneys to fully pay (i) such Bonds (ii) any other sums payable hereunder by the Issuer, the right, title and interest of the Trustee with respect to the Bonds or portion thereof to be defeased shall thereupon cease, the lien of this Indenture on the Pledged Revenues, and the Funds and Accounts established under this Indenture shall be defeased and discharged, and the Trustee, on demand of the Issuer, shall release this Indenture as to such Bonds or portion thereof to be so defeased and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Issuer or to such Person, body or authority as may be entitled to receive the same all balances remaining in any Funds and Accounts upon the defeasance in whole of all of the Bonds.

SECTION 12.02. Deposit of Funds  for  Payment  of  Bonds.  If  the  Issuer  deposits with an escrow agent moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys remaining uninvested, will provide sufficient moneys to pay the principal or Redemption Price of the Bonds becoming due, either at maturity or by redemption or otherwise, together with all interest accruing thereon to the date of maturity or such prior redemption, and reimburses or causes to be reimbursed or pays or causes to be paid the other amounts required to be reimbursed or paid under Section 12.01 hereof, interest on such Bonds shall cease to accrue on such date of maturity or prior redemption and all liability of the Issuer with respect to such Bonds shall likewise cease, except as hereinafter provided; provided, however, that (a) if the Bonds are to be redeemed prior to the maturity thereof, notice of the redemption thereof shall have been duly given in accordance with the provisions of Section 6.02 hereof, or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of such notice, and (b) in the event that any Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days following a deposit of moneys with the escrow agent, in accordance with this Section, the Issuer shall have given the escrow agent, in form satisfactory to the escrow agent, irrevocable instructions to mail to the Owners of such Bonds at their addresses as they appear on the Bond Register, a notice stating that a deposit in accordance with this Section has been made with the escrow agent and that the Bonds to which such notice relates are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price (as the case may be) of, and interest on, said Bonds. Thereafter such Bonds shall be deemed not to be Outstanding hereunder and the Owners of such Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds, and the escrow agent shall hold such funds in trust for such Owners. At the time of the deposit referred to above, there shall be delivered to the escrow agent a verification from a firm of independent certified public accountants stating that the principal of and interest on the Defeasance Securities, together with the stated amount of any cash remaining on deposit with the escrow agent, will be sufficient without reinvestment to pay the remaining principal of, redemption premium, if any, and interest on such defeased Bonds.

Money so deposited with the escrow agent which remains unclaimed three (3) years after the date payment thereof becomes due shall, upon request of the Issuer, if the Issuer is not at the time to the knowledge of the escrow agent in default with respect to any covenant in this Indenture or the Bonds contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the escrow agent, before making payment to the Issuer, may, at the expense and direction of the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.

END OF ARTICLE XII

ARTICLE XIII MISCELLANEOUS PROVISIONS
SECTION 13.01.  Limitations  on Recourse.  No  personal  recourse  shall  be had for any claim based on this Indenture or the Bonds against any member of the Board of the Issuer, officer, employee or agent, past, present or future, of the Issuer or of any successor body as such, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise.

The Bonds are payable solely from the Pledged Revenues, and any other moneys held by the Trustee under this Indenture for such purpose. There shall be no other recourse under the Bonds, this Indenture or otherwise, against the Issuer or any other property now or hereafter owned by it.

SECTION 13.02. Payment Dates. In any case where an Interest Payment Date or the maturity date of the Bonds or the date fixed for the redemption of any 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 13.03. No Rights Conferred on Others. Nothing herein  contained  shall confer any right upon any Person other than the parties hereto, and the Holders of the Bonds.

SECTION 13.04. Illegal Provisions Disregarded. If any term of this Indenture or the Bonds or the application thereof for any reason or circumstances shall to any extent be held invalid or unenforceable, the remaining provisions or the application of such terms or provisions to Persons and situations other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term and provision hereof and thereof shall be valid and enforced to the fullest extent permitted by law.

SECTION 13.05. Substitute Notice. If for any reason it shall be impossible to make duplication of any notice that may be provided hereby in an Authorized Newspaper, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.

SECTION 13.06. Notices. Any  notice,  demand,  direction,  request  or  other  instrument authorized or required by this Indenture to be given to or filed with the Issuer, the Lender or the Trustee shall be deemed to have been sufficiently given or filed for all purposes of this Indenture if and when personally delivered and receipted for, or sent by registered United States mail, return receipt requested, addressed as follows:

As to the Issuer -

Oakridge Community Development District Governmental Management Services - South Florida, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351 Attention: Luis Hernandez

with a copy to:

Billing, Cochran, Lyles, Mauro & Ramsey, P.A. 515 East Las Olas Boulevard, 6th Floor
Fort Lauderdale, Florida 33301 Attention: Michael J. Pawelczyk, Esq.

As to the Trustee -

U.S. Bank National Association 225 E. Robinson Street, Suite #250 Orlando, Florida 32801
Attention: Corporate Trust Department

As to the Lender -

BBVA Mortgage Corporation
525 Okeechobee Blvd., Suite 1680 West palm Beach, FL 33401 Attention: Ronny A. Nunez

and

BBVA Mortgage Corporation 350 Las Olas Blvd., Suite 980 Fort Lauderdale, FL 33301 Attention: Mike Glover

Any of the foregoing may, by notice sent to each of the others, designate a different or additional address to which notices under this Indenture are to be sent.

All documents received by the Trustee under the provisions of this Indenture and not required to be redelivered shall be retained in its possession, subject at all reasonable times to the inspection of the Issuer, any Consultant, any Bondholder and the agents and representatives thereof as evidence in writing.

SECTION 13.07. Brokerage Confirmations. The Issuer acknowledges that  to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent

permitted by law. The Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Trustee under this Indenture.

SECTION 13.08. WAIVER OF mRY  TRIAL.  THE  ISSUER,  THE  TRUSTEE AND THE BONDHOLDERS WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS INDENTURE, THE BONDS AND/OR THE PLEDGED REVENUES. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY THE ISSUER, THE TRUSTEE AND THE LENDER, AS THE INITIAL BONDHOLDER. THE ISSUER, THE TRUSTEE AND THE LENDER, AS THE INITIAL BONDHOLDER, EACH ACKNOWLEDGE THAT NO PERSON ACTING ON BEHALF OF A PARTY TO THIS INDENTURE HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY mRY OR IN ANYWAY TO MODIFY OR NULLIFY ITS EFFECT. THE ISSUER, THE TRUSTEE AND THE LENDER, AS THE INITIAL BONDHOLDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS INDENTURE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT COUNSEL, SELECTED OF THEIR OWN FREE WILL, AND THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.
SECTION 13.09.  Controlling  Law.  This  Indenture  shall  be  governed  by   and construed in accordance with the laws of the State.

SECTION 13.10. Successors and Assigns. All the covenants, promises and  agreements in this Indenture contained by or on behalf of the Issuer or by or on behalf of the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.

SECTION 13.11. Headings for Convenience Only. The table of contents and descriptive headings in this Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
SECTION 13.12. Counterparts. This Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 13.13. Appendices and Exhibits. Any and all appendices or exhibits referred to in and attached to this Indenture are hereby incorporated herein and made a part hereof for all purposes.

SECTION 13.14. Patriot Act Requirements of the Trustee. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Trustee will ask for documentation to verify such non-individual person's formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses,

identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

END OF ARTICLE XIII

IN WITNESS WHEREOF, Oakridge Community Development District has caused this Indenture to be executed by the Chairperson of its Board and its corporate seal to be hereunto affixed, attested by the Secretary of its Board and U.S. Bank National Association has caused this Indenture to be executed by one of its Vice Presidents, all as of the day and year first above written.

OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT
SEAL

Attest:		By:		 Name: Ron Mitcham
Title: Chairperson

Name: Luis Hernandez Title:	Secretary

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

By:		 Name: Stacey L. Johnson
Title: Vice President

EXHIBIT A LEGAL DESCRIPTION OF
OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT

The present boundaries of Oakridge Community Development District are as follows:

EXHIBITB DESCRIPTION OF THE PROJECT
The Project includes the planning, financing, acquisition, construction, equipping and installation of the following public infrastructure improvements and associated professional fees and incidental costs related thereto pursuant to Chapter 190, Florida Statutes, as amended, including, without limitation, the items listed below, all of which is described in more detail in the Supplemental Engineer's Report Infrastructure Improvements prepared for the Board of Supervisors Oalaidge Community Development District, dated January 22, 2020, prepared by Alvarez Engineers, Inc., as such improvements may be modified from time to time by the Consulting Engineer in an Engineer's Report approved by the Board:

Infrastructure Description	
Cost	
Shoreline Restoration of Six (6) Ponds	$1,786,000	
TOTAL*	$1,786,000	

*Estimated project costs include Professional, Engineering and Legal fees, construction contingency and permit fees in the amount of $232,916.75

EXHIBIT C FORM OF BOND
R-1	
UNITED STATES OF AMERICA STATE OF FLORIDA
COUNTY OF BROWARD CITY OF HOLLYWOOD
OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BOND
SERIES 2020

Interest Rate
(subject to adjustment)
1.76%

Maturity Date

May 1, 2033

, [ 

Dated Date

    ,], 2020

Registered Owner:	-------------- BBVA MORTGAGE CORPORATION--------------------------

Principal Amount:	AND NO/100 DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that Oakridge Community Development District, a local unit of special-purpose government organized and existing under the laws of the State of Florida (the "Issuer"); for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, upon presentation and surrender hereof at the corporate trust office of U.S. Bank National Association, in Orlando, Florida, as paying agent (said U.S. Bank National Association and/or any bank or trust company to become successor paying agent being herein called the "Paying Agent"), the Principal Amount set forth above with interest thereon at the Interest Rate per annum set forth above (subject to adjustment as provided herein), computed on 360-day year of twelve 30-day months, payable on the first day of May of each year commencing November 1, 2020 pursuant to mandatory sinking fund redemptions. Principal of this Bond is payable at the designated corporate trust office of U.S. Bank National Association, located in Orlando, Florida, in lawful money of the United States of America. Notwithstanding the foregoing, so long as BBVA Mortgage Corporation (the "Lender") shall be the registered owner of this Bond, presentation of this Bond for the payment of principal of this Bond shall not be required. Interest on this Bond is payable by check or draft of the Paying Agent  made payable to the registered owner and mailed on each interest payment date to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by U.S. Bank National Association, as registrar (said U.S. Bank National Association and any successor registrar being herein called the "Registrar") at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the "Record Date"). Such interest shall be payable on each May 1 and November 1, commencing November 1, 2020, from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which

case from the date of authentication hereof, or unless such date of authentication is prior to November 1, 2020, in which case from Dated Date above, or unless the date of authentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Indenture (defined below).

THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM AND SECURED BY PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, THE CITY OF HOLLYWOOD, FLORIDA (THE "CITY"), BROWARD COUNTY, FLORIDA (THE "COUNTY"), THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, THE SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE CITY, THE COUNTY, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.

This Bond is one of an authorized issue of Bonds of Oalaidge Community Development District, a community development district duly created, organized and existing under Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980), as amended (the "Act") and by Ordinance No. 95-71 enacted by the City Commission of the City of Hollywood, Florida (the "City") effective on November 22, 1995, designated as "Oalaidge Community Development District Special Assessment Bonds, Series 2020" (the "Bonds"), in the aggregate    principal     amount     of     ------ AND     NO/100     DOLLARS ($[   ·	].00) oflike date, tenor and effect. The Bonds are being issued under authority of the laws and Constitution of the State of Florida, including particularly the Act, to finance the costs of acquiring and/or constructing all or a portion of the Project. The Bonds shall be issued as fully registered Bonds in authorized denominations, as set forth in the Indenture. The Bonds are issued   under  and  secured  by  a  Trust  Indenture   dated   as  of  [	] 1, 2020 (the "Indenture"), by and between the Issuer and U.S. Bank National Association, as Trustee (the "Trustee"), executed counterparts of which are on file at the corporate trust office of the Trustee in Orlando, Florida. All capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Indenture.

If there is a Determination of Taxability with respect to all or a portion of the Bonds not caused by the Owners, the applicable Bonds shall bear interest from the earliest effective date of such Determination of Taxability at a rate per annum, equal to the Taxable Rate. Upon an

occurrence of a Determination of Taxability, the Issuer hereby agrees to pay to the Owner (i) an additional amount equal to the difference between (A) the amount of interest  paid  on  the applicable Bonds during the Dete1mination of Taxability Period and  (B) the amount  of interest  that would have been paid on the applicable  Bonds  during  the  Determination  of  Taxability Period had the applicable Bonds borne interest at the Taxable Rate,  plus  (ii) an amount  equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) owed by the Owner as a result of the occurrence of a Determination of Taxability.

The Lender shall inform the Issuer and the Trustee in writing within five (5) Business Days after any change in the Interest Rate of the Bonds resulting from an Adjustment Event. At least three (3) Business Days before each Interest Payment Date or other date on which principal or interest is due on the Bonds, the Lender shall determine and notify the Issuer and the Trustee in writing of the amount due on the Bonds on such Interest Payment Date, which determination, absent manifest error, shall be conclusive and binding on the Issuer. In no event shall the interest rate on the Bonds exceed [ J¾ upon a Determination ofTaxability.

Upon the occurrence and continuance of an Event of Default, the Bonds shall bear interest at the Default Rate.

Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds issued under the Indenture, the operation and application of the Debt Service Fund and other Funds and Accounts charged with and pledged to the payment of the principal of, premium, if any, and the interest on the Bonds, the levy and the evidencing and certifying for collection, of Special Ass ssments, the nature and extent of the security for the Bonds, the terms and conditions on which the Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Indenture, the conditions under which such Indenture may be amended without the consent of the registered owners of Bonds, the conditions under which such Indenture may be amended with the consent of the registered owners of a majority in aggregate principal amount of the Bonds outstanding, and as to other rights and remedies of the registered owners of the Bonds.
The owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

It is expressly agreed by the owner of this Bond that such owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, Broward County, Florida, the State of Florida or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the City, the County, the State of Florida or any other political subdivision thereof, for the payment of the principal of, premium, if any, and interest on this Bond or the making of any other sinking fund and other payments provided.for in the Indenture, except for Series 2020 Special Assessments to be assessed and levied by the Issuer as set forth in the Indenture.

By the acceptance of this Bond, the owner hereof assents to all the provisions of the Indenture.

This Bond is payable from and secured by Pledged Revenues, as such term is defined in the Indenture, all in the manner provided in the Indenture. The Indenture provides for the levy and the evidencing and certifying, of non-ad valorem assessments in the form of the Special Assessments to secure and pay the Bonds.

The Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Bonds shall be made on the dates specified below.

Optional Redemption

The Bonds shall be subject to redemption at the option of the Issuer, in whole or in part on any date, on or after May 1, 2027 at the Redemption Price equal to 100% of the Outstanding principal amount of Bonds to be redeemed, plus accrued interest to the redemption date.

Mandatory Sinking Fund Redemption

The Bonds are subject to mandatory sinking fund redemption on May 1 in the years and in the principal amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. The outstanding balance of the Bonds shall be due and payable on May 1, 2033. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Bonds redeemed pursuant to extraordinary mandatory redemption as set forth above. The outstanding balance of the Bonds shall be due and payable on the stated Maturity Date.

Year	Mandatory Sinking Fund Payment	
Year	Mandatory Sinking Fund Payment	
2020	$	2027	$	
2021		2028		
2022		2029		
2023		2030		
2024		2031		
2025		2032		
2026		2033*		

* Final Maturity

Extraordinary Mandatory Redemption in Whole or in Part

The Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, or in part, on any Interest Payment Date), at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, from moneys deposited into the Bond Redemption Fund

following the Prepayment of Series 2020 Special Assessments on any portion of the District Lands in accordance with the provisions of the Indenture.

Notice of Redemption

The Trustee shall cause notice of redemption to be mailed at least ten (10) days prior to the date ofredemption to all registered owners of Bonds to be redeemed (as such owners appear on the books of the Registrar on the fifth (5th) day prior to such mailing) and to certain additional parties as set forth in the Indenture; provided, however, that failure to mail any such notice or any defect in the notice or the mailing thereof shall not affect the validity of the redemption of the Bonds for which such notice was duly mailed in accordance with the Indenture. If less than all of the Bonds shall be called for redemption, the notice of redemption shall specify the Bonds to be redeemed. On the redemption date, the Bonds called for redemption will be payable at the designated corporate trust office of the Paying Agent and on such date interest shall cease to accrue, such Bonds shall cease to be entitled to any benefit under the Indenture and such Bonds shall not be deemed to be outstanding under the provisions of the Indenture and the registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof, all as provided in the Indenture.  No notice of redemption shall be given for a mandatory sinking fund redemption or special mandatory redemption if BBVA Mortgage Corporation is the owner of 100% of the Bonds.

Upon (i) any redemption of Bonds other than in accordance with scheduled mandatory sinking fund payments or special mandatory redemption, and/or (ii) any change in the interest rate on the Bonds on account of a Determination of Taxability, the Issuer shall promptly cause to be recalculated and delivered to the Lender and the Trustee revised mandatory sinking fund payments recalculated so as to amortize the Outstanding principal amount of such Bonds in substantially equal annual installments of principal and interest (except for the last maturity which will represent the Outstanding balance of the Bonds) (subject to rounding to an amount of principal for each installment being devisable by $5,000) over the remaining term of such Bonds and shall deliver a revised special mandatory redemption schedule reduced pro rata in each year. The mandatory sinking fund payments as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund payments for any of such Bonds in any year. In the event of a redemption occurring less than 45 days prior to a date on which a mandatory sinking fund payment is due, the foregoing recalculation shall not be made to mandatory sinking fund payments due in the Fiscal year in which such redemption occurs, but shall be made to mandatory sinking fund payments for the immediately succeeding and subsequent Fiscal years. Notwithstanding anything to the contrary, upon any redemption of the Bonds, the Issuer covenants that such redemption will not result in any increase in annual Debt Service Requirements on the Bonds, through the final maturity date of the Bonds.

The Issuer shall keep books for the registration of the Bonds at the corporate trust office of the Registrar in Orlando, Florida. Subject to the restrictions contained in the Indenture, the Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Issuer shall execute and

the Trustee or such other authenticating agent as may be appointed by the Trustee under the Indenture shall authenticate and deliver a new Bond or Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part.
The Issuer, the Trustee, the Paying Agent and the Registrar shall deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, the Paying Agent or the Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.
It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in connection with the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee, or such other authenticating agent as may be appointed by the Trustee under the Indenture, of the certificate of authentication endorsed hereon.

IN WITNESS WHEREOF, Oakridge Community Development District has caused this Bond to be signed by the manual signature of the Chairperson/Vice Chairperson of its Board of Supervisors and its seal to be imprinted hereon, and attested by the manual signature of the Secretary of its Board of Supervisors, all as of the date hereof.

OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT

(SEAL)

Attest:

By:			 Chairperson/Vice Chairperson
Board of Supervisors

By:			 Secretary
Board of Supervisors

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds delivered pursuant to the within mentioned Indenture.

Date of Authentication: --------

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: 	_
Authorized Signatory

STATEMENT OF VALIDATION
This Bond is one of the Bonds which were validated by judgment of the Circuit Court of the Seventeenth Judicial Circuit of Florida, in and for Broward County, Florida, rendered on the
_th	day of  	,2020.

OAKRIDGE	COMMUNITY DEVELOPMENT DISTRICT

(SEAL)

Attest:

By: 		_ Secretary, Board of Supervisors

By	­
Chairman, Board of Supervisors

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM TEN ENT JTTEN-

as tenants in common
as tenants by the entireties
as joint tenants with right of survivorship and not as tenants in common

UNIFORM TRANSFER MIN ACT	- -------Custodian -----
(Cust)	(Minor)

Under Uniform Transfer to Minors

Act 	
(State)

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

ASSIGNMENT AND TRANSFER

FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto

(please print or typewrite name and address of assignee)

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

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

Signature Guarantee:

 	

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

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

Please	insert	social	security	or	other identifying number of Assignee.

EXHIBITD

FORM OF REQUISITIONS

OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2020
(Acquisition and Construction)

The undersigned, a Responsible Officer of the Oakridge Community Development District (the "Issuer") hereby submits the following requisition for disbursement under and pursuant to the terms of the Trust Indenture from the Issuer to U.S. Bank National Association, as trustee  (the "Trustee"),  dated  as of [	] 1, 2020 (the "Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

Requisition Number:

Identify Acquisition Agreement, if applicable;

Name of Payee pursuant to Acquisition Agreement:

Amount Payable:

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

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

Acquisition and Construction Fund.

The undersigned hereby certifies that:

obligations in the stated amount set forth above have been incurred by the District,

each disbursement set forth above is a proper charge against the Acquisition and Construction Fund; and

each disbursement set forth above was incurred in connection with the Cost of the Project.

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

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

Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

OAKRIDGE COMMUNITY DEVELOPMENT  DISTRICT

By: 	_
Responsible Officer
Date: 	_

CONSULTING ENGINEER'S APPROVAL FOR
CAPITAL IMPROVEMENT PROGRAM COST REQUESTS ONLY

The undersigned Consulting Engineer hereby certifies that this disbursement is for the Cost of the Project and is consistent with: (i) the applicable acquisition or construction contract;
the plans and specifications for the portion of the Project with respect to which such disbursement is being made; and (iii) the report of the Consulting Engineer, as such report shall have been amended or modified on the date hereof. The Consulting Engineer further certifies and agrees that (a) the portion of the Project is complete, and (b) the purchase price to be paid by the District for the portion of the Project to be acquired with this disbursement is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual cost of construction of such improvements.

Consulting Engineer
Date: 	_

C-2

FORM OF REQUISITIONS

OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2020

(Cost of Issuance Fund)

The undersigned, a Responsible Officer of the Oakridge Community Development District (the "Issuer") hereby submits the following requisition for disbursement under and pursuant to the terms of the Trust Indenture from the Issuer to U.S. Bank National Association, as trustee (the "Trustee"),  dated  as of [	] 1, 2020 (the "Indenture"), (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

Requisition Number:

Name of Payee:

Amount Payable:

Purpose for which paid or incurred Costs of Issuance:

Fund or Cost of Issuance Fund from which disbursement to be made:

The undersigned hereby certifies that:

this requisition is for Costs of Issuance payable from the Cost of Issuance Fund that have not previously been paid;

obligations in the stated amount set forth above have been incurred by the Issuer; and

each disbursement set forth above is a proper charge against the Cost of Issuance Fund.

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

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

C-3

Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT

By	­
Responsible Officer

C-4

EXHIBITD

FORM OF INVESTOR LETTER

L_[ 

Oakridge Community Development District

.], 2020

Governmental Management Services - South Florida, LLC 5385 N. Nob Hill Road
Sunrise, FL 33351

Re:		$[1,605,000] Oakridge Community Development District Special Assessment Bonds, Series 2020 (the "Bonds")
Ladies and Gentlemen:
The undersigned is authorized to sign this letter on behalf of BBVA Mortgage Corporation, as the beneficial owner (the "Investor") of $[1,605,000] of the above-referenced Bonds.

The undersigned acknowledges that the Bonds were issued by the Oakridge Community Development District (the "Issuer") for the purpose of providing a portion of the funds necessary to finance the costs of acquiring and/or constructing all or a portion of the Project. The undersigned further acknowledges that the Bonds, which are secured under that certain Trust Indenture,  dated  as of [	] 1, 2020 (the "Indenture") by and between the Issuer and
U.S. Bank National Association, as trustee (the "Trustee"), creates a security interest in the trust estate described therein (the "Security") for the benefit of the Owners of the Bonds.

In connection with the purchase of the Bonds by the Investor, the Investor hereby makes the following representations upon which you may rely:

The Investor has authority to purchase the Bonds and to execute this letter, any other instruments and documents required to be executed by the Investor in connection with the purchase of the Bonds.
The Investor is an "accredited investor" as described in Rule 50l(a)(l), (2), (3),
or (7) under Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), and therefore, has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations including those which are not rated or credit-enhanced, to be able to evaluate the risks and merits of the investment represented by the Bonds. Please check the appropriate box below to indicate the type of accredited investor:
a bank, insurance company, registered investment company, business development company, or small business investment company;

an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
a charitable organization, corporation, or partnership with assets exceeding
$5 million;
a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;

D a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or

The Bonds are being acquired by the Investor for investment and not with a present view to, or for resale in connection with, any distribution of the Bonds.

The Investor understands that the Bonds are not registered under the Securities Act and that such registration is not legally required as of the date hereof; and further understands that the Bonds (a) are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) will be delivered in a form which is not readily marketable.

The Investor understands that (a) the Bonds are not secured by any pledge of any moneys received or to be received from any taxation by the Issuer, the City of Hollywood, Florida, Broward County, Florida, the State of Florida or any other political subdivision thereof,
(b) the Bonds do not and will not represent or constitute a general obligation or a pledge of the faith and credit of the Issuer, the City of Hollywood, Florida, Broward County, Florida, the State of Florida or any other political subdivision thereof; and (c) the liability of the Issuer with respect to the Bonds is limited to the Security as set forth in the Indenture.

The Investor understands that neither the Issuer nor the transferor has or will prepare disclosure document with respect to the Bonds.

The Investor regularly extends credit by purchasing or making loans in the form of state and local government obligations (such as the Bonds) and is treating the Bonds as a bank lending transaction (herein, a "Loan") and not as a municipal securities transaction; has knowledge and experience in financial and business matters that make it capable of evaluating the Issuer, the Bonds and the risks associated with entering into the Loan; has the ability to bear the economic risk of making the Loan; and is not acting as a broker, dealer, municipal advisor or municipal securities underwriter in connection with entering into the Loan:

The Investor is funding the Loan from its own capital for its own account and  not with a present view to a resale or other distribution to the public.

The Investor understands that the Bonds are subject to the transfer restrictions set forth in the Indenture.

The Investor has been afforded access to all information we have requested in making our decision to purchase the Bonds and has had sufficient opportunity to discuss the security for the Bonds with the Issuer's officers, employees and others. We do not require any further information or data incident to our purchase of the Bonds.

The Investor, in purchasing the Bonds, has relied solely upon our own investigation, examination, and evaluation of the Issuer, the Pledged Revenues and other relevant matters.

The Investor has received all documents which documents incorporate all provisions requested by us incident to our purchase of the Bonds.

The Investor is not funding the Loan for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes.

The Investor acknowledges that the Issuer has not and does not intend to obtain any credit rating with respect to the Loan.

Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Indenture.

Very truly yours,

BBVA Mortgage Corporation, an Alabama corporation organized to transact business in the State of Florida

By:		 Name:		 Title:		 Date:    	 

49321199v3/020193.010300

BONDPLACEMENTAGREEMENT

THIS BOND PLACEMENT AGREEMENT (the "Agreement") dated [SALE DATE],
2020, is by and among BBVA Mortgage Corporation, an Alabama corporation organized to transact business in the State of Florida (herein the "Lender"), the Oalaidge Community Development District, a local unit of special-purpose government, organized and existing in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") (together with its successors and assigns, the "District") and MBS Capital Markets, LLC, a Florida limited liability company (herein the "Placement Agent").

WI  TN  E S S E T H:

WHEREAS, pursuant to the Act and Resolution No. 2020-05 (the "Bond Resolution"), adopted by the Board of Supervisors of the District, as the governing body of the District (the "Board") on March 25, 2020, the Board authorized the issuance of its $1,605,000 in aggregate principal amount of Oalaidge Community Development District Special Assessment Bonds, Series 2020 (the "Bonds"); and

WHEREAS, pursuant to the Bond Resolution, the Board appointed the Placement Agent to privately place the Bonds with a suitable institutional investor, which such suitable institutional investor was determined to be the Lender; and

WHEREAS, the Bonds will be issued under, and secured by, the provisions of the Series 2020 Indenture (as defined in the Bond Resolution); and

WHEREAS, any capitalized term used in this Agreement and not otherwise defined shall have the meaning ascribed to such term in the Series 2020 Indenture; and

WHEREAS, the Lender has submitted a proposal to the Placement Agent, dated March 12, 2020 (the "Proposal") to purchase the Bonds of the District pursuant to the terms of the Proposal, the Bond Resolution and Series 2020 Indenture; and

WHEREAS, the Lender has reviewed the Bond Resolution and the Series  2020 Indenture and hereby finds the terms acceptable and consistent with the Proposal; and

WHEREAS, on this date, the District has, pursuant to provisions of the Act, the Bond Resolution, the Series 2020 Indenture, the Proposal and this Agreement, agreed to issue and sell to the Lender and the Lender has, pursuant to the terms and provisions of this Agreement, the Proposal, the Bond Resolution and Series 2020 Indenture, agreed to purchase the Bonds in the principal amount of $1,605,000 and loan the proceeds thereof to the District for the purposes set forth in the Proposal, the Bond Resolution and the Series 2020 Indenture; and

WHEREAS, the Placement Agent, on behalf of the District, and the Lender have heretofore negotiated the terms of the Bonds and Series 2020 Indenture and by execution of this Agreement each will have confirmed that such are acceptable.

NOW THEREFORE, the District, the Lender and the Placement Agent hereby agree as follows:
Purchase and Sale. Upon the terms and conditions set forth herein and in the Bonds, the Bond Resolution, the Proposal and Series 2020 Indenture (collectively the "Transaction Documents") and upon the representations and warranties of the District set forth in the Transaction Documents and related closing certificates, the District agrees to sell the Bonds on a negotiated basis to the Lender and the Lender agrees to purchase with immediately available funds, the Bonds, subject to the provisions of the Bond Resolution, the Proposal and Series 2020 Indenture. Since the dated date of the Bonds is the date hereof, there will be no accrued interest as part of the purchase price. The principal amount of the Bonds Outstanding at any time shall be determined by the records of the Lender, the Trustee and the District.
Private Placement Negotiated Sale. The Lender hereby acknowledges that the purchase of the Bonds from the District was on a negotiated private placement basis and the Lender will hold the Bonds as one single debt instrument and that there has been no offering document prepared by the District in connection with such sale. The Lender and the District both acknowledge that the Placement Agent acted as the agent of the District in connection with the sale of the Bonds. The District acknowledges that the Lender intends to classify the Bonds as evidence of a loan. The District acknowledges that the Bonds will not be registered or qualified under any blue sky laws, no CUSIP numbers will be assigned to the Bonds and will not be registered through a book-entry system.
Conditions for Purchase. The Lender's agreement to purchase the Bonds on this date is subject to the satisfaction of the conditions set forth in Section 3.01 of the Series 2020 Indenture. The Lender's purchase of the Bonds will constitute full evidence that such conditions have been satisfied or waived.

Representations of the District.

The District is authorized under the laws of the State of Florida to execute and deliver the Bonds, to enter into the Transaction Documents, to consummate the transactions contemplated thereby and to perform all of its obligations thereunder. The District is authorized by the Act to issue the Bonds for the purposes described in the Series 2020 Indenture and to enter into the Transaction Documents.

The execution and delivery of the Transaction Documents by the District has been duly authorized by all necessary action of the Board and the District has obtained such other approvals and consents as are necessary to consummate the transactions contemplated thereby. The District further represents, covenants and warrants that all requirements have been met, and procedures have occurred, necessary to ensure the enforceability of the Transaction Documents against the District, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights or by general principles of equity.
The District will promptly and duly execute and cause to be filed with the appropriate parties and deliver to the Lender such further documents, instruments and assurances

and take such further action at the expense of the District, as the Lender may from time to time reasonably request in order.to carry out the intended purpose of the Series 2020 Indenture, the Proposal and this Agreement and to secure the interests of the Trustee and the Lender in the Pledged Revenues.

The purchase of the Bonds is based solely upon the accuracy of the District's representations and financial statements, any loan application and all additional information, representations, exhibits and other matters submitted by the District or the Placement Agent, on behalf of the District, to the Lender for its consideration.

Subject to Section 5 hereof, the District represents and warrants that the negotiated sale requirements of Section 218.385, Florida Statutes, have been or will be fully satisfied on or before the issuance of the Bonds.

Section 218.385, Florida Statutes. On or before the purchase of the Bonds, the Lender has provided the District with the disclosure and truth-in-bonding statements required by and in accordance with, Section 218.385, Florida Statutes, as amended and supplemented. The above-referenced statements are attached to this Agreement as Schedule A.

Fees and Expenses; Placement Agent Fee. As between the District and the Placement Agent and the Lender, the Lender shall not be liable for any expenses incurred by the District or Placement Agent in connection with the issuance and private placement of the Bonds. The Lender represents to the District that it has not employed or used the services of any attorney or other professional in connection with the Lender's negotiations with the District and its purchase of the Bonds other than the law firm of Watson Sloane PLLC, acting as counsel to the Lender. The District agrees to pay the fees of the Lender's Counsel, in the amount of $7,500.00, and the fees and expenses of the Placement Agent, Bond Counsel, District Counsel, Trustee, Trustee's Counsel and District Manager.  The Placement Agent fee shall be$[	].

Rule G-17; No Advisory or Fiduciary Role. The District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm's-length commercial transaction among the District, the Lender and the Placement Agent, (ii) in connection with such transaction and with the discussions, undertakings and procedures leading up to such transaction, the Lender and the Placement Agent are and have been acting solely as separate principals and not as an advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), agent or fiduciary of the District, (iii) the Placement Agent has not assumed an advisory or fiduciary responsibility in favor of the District with respect to the placement of the Bonds or the discussions, undertakings and procedures leading thereto (whether or not the Placement Agent, or any affiliate of the Placement Agent, has provided any services or is currently providing other services to the District on other matters) or any other obligation to the District, and the Placement Agent has no obligation to the District with respect to the limited offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the District has consulted its own legal, financial and other advisors to the extent it has deemed appropriate in connection with the placement of the Bonds, (v) the Placement Agent has financial and other interests that differ from those of the District and (vi) the Placement Agent

has provided to the District prior disclosures under Rule G-17 of the MSRB, which have been received by the District.

Effectiveness. This Agreement shall become effective upon the execution by the appropriate officials of the District, the Lender and the Placement Agent.

Headings. The headings set forth in this Agreement are inserted for convenience of reference only and shall not define or limit any of the terms or provisions hereof and shall not be deemed to be a part hereof.

Amendment. No modification, alteration or amendment to this Agreement shall be binding upon any party until such modification, alternation or amendment is reduced to writing and executed by all parties hereto.

Governing Law. The laws of the State of Florida shall govern this Agreement.

Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were signatories upon the same instrument.

Severability; Survival. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the District hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

IN WITNESS WHEREOF, the District, the Lender and the Placement Agent have caused this Agreement to be executed by its respective duly authorized officers all as of the date hereof.

BBVA MORTGAGE CORPORATION

By: 	_ Name: 		_ Title:    			

(SEAL) ATTEST:

OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT

By: 	_ Name: Luis Hernandez
Title:	Secretary

By: 	_ Name: Ron Mitcham
Title:	Chairperson

MBS CAPITAL MARKETS, LLC, as
Placement Agent

By: 	_ Name: 		_ Title:    			

SCHEDULE A
[SALE DATE], 2020

Board of Supervisors of the
Oakridge Community Development District
c/o Governmental Management Services - South Florida, LLC 5385 N. Nob Hill Road
Sunrise, FL 33351

Re:	$1,605,000
Oakridge Community Development District Special Assessment Bond
Series 2019
To the Chairperson and Board Members:

This letter shall serve as the disclosure statements and truth-in-bonding statement pursuant to Section 218.385, Florida Statutes, in connection with the private placement by MBS Capital Markets, LLC, on behalf of the District (as defined below) of the above-referenced bond (the "Bond") to BBVA Mortgage Corporation (the "Lender"). We represent to you as follows:

No management fee will be charged by the Lender.
The underwriting spread which the Lender expects to realize will be -0-.
No fee, bonus or other compensation will be paid by the Lender in connection with the issue of the Bond to any person not regularly employed or retained by the Lender other than the Lender's legal counsel, Watson Sloane PLLC.
The Oalaidge Community Development District (the "District"), is proposing to issue
$1,605,000 of debt or obligation for the purposes of paying all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Project and paying the costs of issuing the Series 2020 Bonds. This debt or obligation is expected to be repaid over a period of approximately L_J years  and  L_J  months.  Recognizing  that the  interest  rate on the Bond  may, under certain circumstances, be subject to adjustment, for purposes of these disclosures, assuming a fixed interest rate of [1.76]% for the full term of the Bond, the total interest paid over the life of the debt or obligation will be approximately$ ----
The source of repayment or security for this proposal is the Pledged Revenues (as defined in the Trust Indenture,  dated as of [	] 1, 2020, relating to the Bond). Authorizing this debt or obligation will result in up to $ --- of Pledged Revenues not being available to finance or refinance other assessable projects in the District in each calendar year from [CLOSING DATE], 2020 through May 1, 2033.

These statements are provided for the sole purpose of complying with Section 218.385, Florida Statutes, and do not change the terms of, and are not evidence of the terms of, the Bond.

Very truly yours,

49534163v2/020193.010300

BBVA MORTGAGE CORPORATION
By: 		_ Name:			 Title:	 		

Schedule A-1

BBVA

Croatinr Ol'POltunrtiH

Summary Terms and Conditions

Oakridge Community Development District Summary of Non-Binding Indicative Terms and Conditions
for the Proposed Tax-Exempt Financing March 11, 2020

This summary of indicative terms and conditions is not a commitment to lend, purchase or to provide any other service related to a financing and does not impose any other obligation on Lender. Any such commitment or undertaking will be issued only in writing subject to appropriate documentation, the terms of which are not limited to those set forth herein. This summary of indicative terms and conditions is intended as an outline of certain of the material terms of a proposed financing and is not intended to summarize all of the conditions, covenants, representations, warranties and other provisions that would be contained in definitive documents, and is subject to, among other things, completion of due diligence and final credit approval by Lender.

Borrower: Lender: Obligation Type: Amount: Purpose:

Maturity: Repayment:

Interest Rate:

Upfront Fee: Prepayment:

Security:

Oakridge Community Development District (the "Borrower" or the "District"). BBVA USA ("BBVA11   or the 11Lender 11   or the "Bank11

) .

) .

Tax-Exempt Term Loan evidencedby the Series 2020 Bonds (the "Loan" or the "2020 Bonds11

Up to $1,800,000

To provide funds to construct the District's 2020 Capital Improvement Plan, outlined in the Engineers Report prepared by Alvarez Engineers, Inc., dated December 4, 2019.

May 1, 2033

Interest payments due semi-annually on each May 1'1 and November l't, beginning November 1st 2020. Principal due annua lly on each May l't, beginningMay 1, 2021. Interest to be calculated on
the basis of a 360-day year comprised of twelve 30-day months. All accrued interest and unpaid principal due at Maturity. Graduated principal payments due as set forth in Exhibit A.

) 1

The Loan will bear interest at a fixed rate per annum equivalent to 80% of the 10-year LIBOR swap rate (the "Index Rate 11 p lu s 1.09%. Upon receipt of this term sheet signed by the Borrower, the Lenderwill calculateand hold the fixed rate for a period of up to 60 days*. As of March 11, 2020, the indicative tax-exempt fixed rate is 1.66% (based on an Index Rate of. 717%}.

*Rate can be Jocked for up to 90 days for a 10 bps premium added to the calculated rate.

Waived.

The District will have a seven-year par call option. Prior to such date, prepayment of principal will only be permitted from (a) prepayment of Series 2020 Special Assessments by parcel owners, and
excess net Series 2020 Special Assessment Collections.

The Series 2020 Bonds will be secured by a first lien and pledge of the Series 2020 Special Assessments which will be leviedon the same lands on which the Series 1998 Assessments securing

) .

the Series 1998 Bonds are levied (the "Series 2020 Assessment  Area11        The Series 2020 Assessments

BBVA

lif11t OflPOrtun,tlet

Summary Terms and Conditions

will be collected annually by the Broward County Tax Collector along with the annual Operat ion s and Maintenance Assessments.

Covenants:	The Dist ri ct agreesto levy spe cial assessments in annual amount s adequate to provide payment of debt service and deposit all pledged revenueswhen received into the related revenue accou nts.

The Bank will be beneficiary to all the ter ms and condit ions, representations and warranti es, covenants, events of defaults and rights and as outlined in the Master Trust Indenture, as amended and supplemented .

Representat ions/ Warranties/ Covenants:

The documents will contain t hose representations and warranties and covenants customari ly found in t ransact ions of thi s nature, and others appropr i ate to the transaction, including but not limit ed to:

St andard represent ations including but not limited to: no adverse litigation and Distr ict has not defaulted or non-approp riated on past obligations.
No addit ional debt to be issued secured by the Series 2020 Bonds Special Assessments.
Default rate of 3.00% over the Obligation's proposed rate. Default rate to apply if payment is not made within 10 days of due date in addit ion to other events of default.
No material adverse change in financial condition since fiscal year ended 9/30/2019.
Notices of (i) any default on any obligation, (ii) material litigation, (iii) material government al proceedings and (iv) material adverse effect.
Addit ional representations and warranti es, and other affirmative and negative covenants that Bank considers customary and reasonably appropriate for the Credit Facility.

This Obligation is being purchased by BBVA under the fo llowing conditions: (i) not being regist ered or otherwisequalified for sale under the "Blue Sky" laws; (ii) the Lender will hold as one sing le debt instrument; (iii) no CUSIP numbers will be obtained for the Obligation; (iv) no officia l Stat ement or sim il ar offering document has been prepared in connection with the private placement of t his Obligation; (v) the Obligat ion will not close through the OTC or any similar repository and will not be in book entry form. Obligation must be able to be classified as a loan or held-t o-mat urity security in order to be acceptable to the Lender.

*No te , all of the foregoing are subject to Le nder's recei pt and satis factory review.

Financial Reporting:

Along the lines of the exist in g disclosure required for the Refunded Bonds:

Annual audit ed fi nancial statements of t he District, prepared in accordance with GASB standard s, due within 30 days of receipt by the District and no later than wit hin 365 days of FYE.
Quarterly unaudit ed financial st at ements within 30 days of the end of each fiscal quart er.
To the extent that the fo llowin g conditions are not sati sfied by the annual audit, an annual report wit hin 180 days of each FYE to in clude:
Amount of assessments levied.
Amount of assessments collected from property owners.
If avail able, the amo un t of delinquencies greater than 150 days, and, in the event that delinquenciesamount to more t han 10%, a list of delinquent propert y owners.
Amount of tax certificatessold.
All fund balances.

CONFIDENT IAL	Page 2

BBVA

Summary Terms and Conditions

Crulif111 Opportumtl

o	Amount of principal and interest due on outstanding bonds.
Annual budget with in 30 daysof previous fiscal year end.
Borrower shall furn ish at Lender' s request such additional info rmation that Lender may from time to time reasonably request.

Determination of Taxability:

Closing Costs:

Conditions Precedent:

Governing Law:

Expiration:

The tax exempt inter est rate will be subject to gross-up upon an event of taxability based on  any act ion or inaction on the part of the borrower. Lender will require satisfactory review of a legal opinion regardingthe tax-exempt status of interest due and payable on the Loan from Bond counsel acceptable to the Bank.

Borrower will pay all reasonable, out-of-pocket costs and expenses incurred by Lenderin connection with due diligence and the preparation of documentation, regardless of whether or not the Obligation is closed, including but not limited to, financial advisory fees if applicable, bond counsel, and Lender' s counsel. Lender's counsel will be Brian Watson with Watson Sloane PLLC, and fees for lender's counsel will not exceed $7,500, for document review only.

This indi cative term sheet is being provided prior to final credit appro val of the Bank. Prior to closing, the following conditions precedent shall have occurred, all of which shall be in form and substance satisfactory to the Lender and it s counsel.

Formal credit approval from the Bank.
Opinion addressed to the Bank, from counsel to Borrower reasonably acceptable to the Bank, setting forth such opinions as the Bank may require, including opinions concerning the legal st atus of Borrower, the due authorization, execution and delivery of the Obligation documents, the enforceability of the private placement documents, no conflict wit h law, no liti gation, and the receipt of all necessarygovernmental approvals.
Tax Opinion addressed to the Bank from counsel reasonably acceptable to the Bank that interest payable with respect to the debt service payments is excludable from gross income for federal income tax purposes under Section 103 of the Int ernal Revenue Service Code and such interest is not an item of tax preference for purposes of the federal alt ernative minimum tax imposed on individuals and corporations, although for purposes of comput ing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnin gs.
Properly executed documents in form and substance satisfactory to Bank and/or Bank's counsel evidencing or supporting the Obligation.
Addit ional conditions precedent that Bank considers customary and reasonably appropriate for the Credit Facilit y, including further information disclosures.

This t ransaction shall be governed by and construed in accordanc e with the laws of the State of Florida.

This term sheet shall expire on March 30, 2020 unless previously accepted.

CONFlDENTIAL	Page 3

Summary Terms and Conditions

BBVA

This term sheet is issued in reliance on the accuracy of all information, representations , schedules, and other data and materials submitted by Borrower, all of which are deemed material. This term sheet does not contain all of the terms and conditions or other provisions that may be included in the final documents evidencing the Obligation , and is issued at a time before Lender has undertaken a full business, credit, and legal analysis of Borrower and the Obligation.

The terms and provisions of this correspondence are con fident ial, to the extent permitted by law, and may not be disclosed by Borrower to any other person or entity. However, the foregoing restrictions on disclosure shall not apply to disclosure(s):
to Borrower's legal counsel or financial advisor for purposes of advising Borrower with respect hereto and provided, however , that such counsel and financial advisor agree to preserve the confidentiality of this correspondence; or {ii} in response to any properly issued subpoena from any court or other governmental authority with jurisdiction over Borrower, provided that Lender has been furnished reasonable advance notice of the intended disclosure and the opportunity to prevent or limit the scope of any such disclosure.

Lender is providing the information contained in the document for discussion purposes only in connection with a proposed arm's-length commercial banking transaction between Borrower and Len der. This information is provided to you pursuant to and in reliance upon the "independent municipal investment advisor exemption" or "request for proposals exem ption" provided under the municipal advisor rules of the Securities and Exchange Commission , 17 C.F.R. § 240.15 Bal -1 et seq. (the "Municipal Advisor Rules").

Lender is acting for its own interest and has financial or other interests that differ from yours. Lender is not acting as a municipal advisor or financial advisor, and has no fiduciary duty to you or any other person pursuant to Section 158 of the Securities Exchange Act of 1934 or otherwise. The information provided in this document is not intended to be and should not be construed as "advice" within the meaning of Section 158 of the Securities Exchange Act of 1934 and the Municipal Advisor Rules.

Lender is not recommending that you take any action with respect to the information contained in this document. Before acting on this information, you should discuss it with your own financial and/or municipal, legal, accounting, tax , and other advisors as you deem appropriate. If you would like a municipal advisor in this transa ction that has legal fiduciary duties to you, then you are free to engage a municipal advisor to serve in that capacity.

Lender does not provide legal, com pliance, tox or accounting advice. Accordingly, any statements contained herein as to tax matters are not intended by Lender to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that maybe imposed on such taxpayer.

This term sheet is intended for the sole and exclusive benefit of Borrower and Lender and may not be relied upon by third parties .

Sincere ly,
'ftf
Ronny Nunez
Vice President - Corporate Banker BBVA Corporate & Instit ut ion al Banking
525 Okeechobee Boulevard - Sui te 1680 West Palm Beach, FL 33401
(954) 295-1668
Ronny.Nunez@bbva.com

Mike Glover
SVP, East Region Industry Speci alist Government & Instit utional Banking 4211 W Boy Scout Blvd, Suite 200 Tampa, FL 33607
0: 813-261-9324 / M: 813-215-2065
M ike.Glover@bbva.com

BBVA

Summary Terms and Cond iti ons

Crctina Opportunltl

Agreed and Accepted:

By:
It s:

Date:_ _ _ _ _ _ _ _ _ _ _ _

BBVA

CrciatqOppo,tunities

Summary Terms and Conditions

EXHIBIT A
Preliminary Principal Amortization Schedule

DATE	PRINCIPAL	
5/1/2021	$ 110,000	
5/1/2022	$ 115,000	
5/1/2023	$ 115,000	
5/1/2024	$ 120,000	
5/1/2025	$ 125,000	
5/1/2026	$ 130,000	
5/1/2027	$ 135,000	
5/1/2028	$ 140,000	
5/1/2029	$ 145,000	
5/1/2030	$ 150,000	
5/1/2031	$ 150,000	
5/1/2032	$ 155,000	
5/1/2033	$ 160,000	
'TOTAL	$1,750,000	

Proposed Budget
Fiscal Year 2021

Oakridge Community Development District

March 25, 2020

Oakridge
Community Development District

TABLE OF CONTENTS

General Fund
Budget Narrative

Page 1
Page 2-3

Capital Reserve Fund
Budget Narrative

Page4 Page 5

Oakridge
Community Development District	

General Fund	
FY2020	Actual	Projected	Total	FY2021	
Adopted	thru	Next	Projected at	Proposed	
Description	Budget	 	2/29/2020	7 Months	9/30/2020		Budget	

Revenues						
Assigned Fund Balance	$362,739	$483,066	$0	$483,066	$153,176	
Maintenance Assessments	$256,382	$236,141	$20,241	$256,382	$55,277	
Interest Income	$2,500	$3,189	$100	$3,289	$2,500	
Total Revenues	$621,621	$722,396	$20,341	$742,737	$210,953	
Expenditures						
Administrative						
Supervisors Fees	$5,000	$3,400	$3,000	$6,400	$5,000	
FICA Expense	$383	$260	$230	$490	$383	
Engineering Fees	$8,500	$350	$8,150	$8,500	$8,500	
Attorney Fees	$7,500	$4,950	$5,000	$9,950	$7,500	
Property Appraiser	$1,240	$1,236	$0	$1,236	$1,240	
Annual Audit	$4,200	$3,000	$1,200	$4,200	$4,200	
Management Fees	$16,586	$6,911	$9,675	$16,586	$16,586	
Website Compliance	$1,000	$417	$583	$1,000	$1,000	
Postage	$200	$108	$92	$200	$200	
Insurance	$6,646	$6,193	$0	$6,193	$6,646	
Printing & Binding	$500	$577	$807	$1,384	$500	
Legal Advertising	$750	$2,031	$500	$2,531	$750	
Other Current Charges	$550	$656	$536	$1,191	$550	
Office Supplies	$150	$83	$67	$150	$150	
Dues, Licenses	$175	$175	$0	$175	$175	
Maintenance Reserve	$100,000	$0	$100,000	$100,000	$146,750	
1st Quarter Operating	$10,823	$0	$10,823	$10,823	$10,823	
Total Administrative	$164,203	$30,345	$140,663	$171,008	$210,953	

Field Expenses						
Improvements - Hollywood Oaks	$65,688	$0	$0	$0	$0	
Improvements - Oakridge	$135,876	$0	$0	$0	$0	
Improvements - Lake Erosion	$0	$5,400	$0	$5,400	$0	
Field Expenditures	$201,564	$5,400	 	$0		$5,400	 	$0	
Total Expenditures	$365,767	$35,745	$140,663	$176,408	$210,953	
Excess Revenues/(Expenditures)	$255,855	$686,651	($120,322)	$566,328	$0	
Other Financing Sourcesl(Uses)						
lnterfund Transfers ln/{Out)	$0	($413,152)	$0	($413,152)	$0	
Total Other Financing Sources/(Uses)	$0	($413,152)	$0	($413,152)	$0	
TOTAL ENDING FUND BALANCE	$255,855	$273,499	($120,322)	$153,176	$0	

FY2020	
Hollywood Oaks	Oakridge	
	North	South	
$77,910	$80,249	$98,223	
$82,883	$85,371	$104,493	
142	*	232	245	
$583.68		$367.98	$426.50	

FY2021	
Hollywood Oaks

$12,681
$13,490
142	Oakridge
North	South
$20,7 18	$21,879
.	$22,040	$23,275
232	245	
$95.00	$95.00	$95.00	

Net Assessments Gross Assessments

# of Units

Per Unit Assessments
There are 2 unit s that are lot anda hair

Oakridge
Community Development District	General Fund

REVENUES:

Maintenance Assessments
The District will levy a Non-Ad Valorem assessment on all the platted lots within the District to pay all of the operating expenses for the Fiscal Year in accordance with the adopted budget.

Interest Income
The District will have all excess funds invested with the State Board of Administration. The Amount is based upon the estimated average balance of funds available during the fiscal year.

EXPE NDITURES:

Administrative:

Supervisor Fees
The Florida Statutes allows each board member to receive $200 per meeting not to exceed $4,800 in one year.

FICA Expense
These expenses represent the Employer's share of Social Security and Medicare taxes withheld from the Board of  Supervisors checks.
Engineering Fees
The District's engineer will be providing general engineering services to the District, i.e. attendance and preparation for monthly board meetings, review invoices, etc.

Attorney Fees
The District's legal counsel will be providing general legal services to the District, i.e. attendance and preparation for  monthly meetings, review operating & maintenance contracts, etc.

Property Appraiser
Represents the fee paid to the Broward County Property Appraiser's office to place the Assessments on the Tax Roll.

Annual Audit
The District is required annually to conduct an audit of its financial records by an Independent Certified Public Accounting Firm.

Management Fees
The District receives Management, Accounting and Administrative services as part of a Management Agreement with Governmental Management Services - South Florida, LLC. These services are further outlined in Exhibit "A" of the Management Agreement.

Website Compliance
Per Chapter 2014-22, Laws of Florida, all District must have a website by October 1, 2015 to provide detailed information on the COD as well as links to useful websites regarding Compliance issues. This website will be maintained by GMS-SF, LLC and updated monthly.

Postage
Mailing of agenda packages, overnight deliveries, correspondence, etc.

Insurance
The District's General Liability & Public Officials Liability Insurance policy is with Preferred Governmental Insurance Trust which specia lizes in providing insurance coverage to governmental agencies. The amount is based upon similar Community Development Districts.

Printing & Binding
Printing and Binding agenda packages for board meetings, printing of computerized checks, stationary, envelopes etc.

Legal Advertising
The District is required to advertise various notices for monthly Board meetings, public hearings etc in a newspaper of general circulation.

Oakridge
Community Development District	General Fund

Administratvi e: (continued)

Other Current Charges
Bank charges and any other miscellaneous expensesthat incurred during the year.

Office Supplies
Miscellaneous office supplies.

Dues, Licenses & Subscriptions
The District is required to pay an annual fee to the Department of Economic Opportunity for $175. This is the only expense under this category for the District.

Maintenance Reserve
The Reserve funding is for the Capital Repairs and Replacements for the Districts assets which are utilized by  the  residing landowners.

1s1 Quarter Operating
Represents funds needed for 1st Quarter Operating of next Fiscal Year, prior to the collection of MaintenanceAssessments from the Tax Collector.

Oakridge
Community Development District	Capital Reserve Fund

	FY2020
Adopted	Actual thru	Projected Next	Total Projected at	FY2021
Proposed	
Descrietion	Budget	2/29/2020	7 Months	9/30/2020	Budget	
Revenues						
Interest Income	$0	$179	$100	$279	$2,500	
Maintenance Reserve	$0	$0	$100,000	$100,000	$100,000	
Assigned Fund Balance	$0	$0	$0	$0	$513,174	
Total Revenues	$0	$179	$100,100	$100,279	$615,674	
Expenditures						
CaQ.ifal Reserve ExQ_enses						
Impro ve ment s - Hollywood Oaks	$0	$0	$0	$0	$65,688	
Improvements - Oakridge	$0	$0	$0	$0	$130,876	
Improvements - Oakridge - Lake Erosion	$0	$0	$0	$0	$5,000	
Bank Charges	$0	$93	$163	$257	$384	
Capital Reserve Expenditures	$0	$93	$163	$257	$201,948	
Excess Revenues/(Expenditures)	$0	$86	$99,937	$100,022	$413,726	

Other Financing Sourcesl(Uses)						
lnterfund Transfers ln/(Out)	$0	$413,152	$0	$413,152	$0	
Total Other FinancingSources/(Uses)	$0	$413,152	$0	$413,152	$0	
TOTAL ENDING FUND BALANCE	$0	$413,066	$99,937	$513,174	$413,726	

Oakridge
Community Development District	Capital Reserve Fund

REVENUES:

Maintenance Reserves
The District will levy a Non-Ad Valorem assessment on all the platted lots within the District to pay all of the operating expenses for the Fiscal Year in accordance with the adopted budget.

Interest Income
The District will have all excess funds invested with the State Board of Administration. The Amount is based upon the estimated average balance of funds available during the fiscal year.

EXPENDITURES:

Capital Reserve:

Improvements for Hollywood Oaks
Represents improvements for Hollywood Oaks within the district.

Improvements for Oakridge
Represents improvements for Oakridge within the district.

Improvements for Oakridge - Lake Erosion
Represents improvements to the lake erosion within the COD.

RESOLUTION 2020ffl04

A RESOLUTION OF THE OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT APPROVING THE DISTRICT'S PROPOSED BUDGET FOR FISCAL YEAR 2021 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW

WHEREAS, the District Manager has prepared the proposed budget for the Fiscal Year
2021; and

WHEREAS, the Board of Supervisors approves the proposed budget for purpose of submitting said budget to the local governing authorities not less than 60 days prior to the public hearing date in accordance with Chapter 190.00S(b), Florida Statutes: and

WHEREAS, the Board of Supervisors desires to set the public hearing date;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT:

The proposed budget for Fiscal Year 2021 is hereby approved for the purpose of conducting a public hearing to adopt said budget.
A public hearing on said approved budget is hereby declared and set for the following date,  hour and place:

Date:	 Hour:	 Place:      	

Notice of public hearing shall be published in accordance with Florida Law. Adopted this  	 dayf 	2020
ChairmanNice Chairman
Secretary/Assistant Secretary

NOTICE OF QUALIFYING PERIOD FOR CANDIDATES FOR THE BOARD OF SUPERVISORS OF THE
OAKRIDGE COMMUNITY DEVELOPMENT DISTRICT
Notice is hereby given that the qualifying period for candidates for the office of Supervisor of the Oakridge Community Development District will commence at noon on June 8, 2020 and close at noon on June 12, 2020. Candidates must qualify for the office of Supervisor with the Bro'ward County Supervisor of Elections located at 115 South Andrews Avenue, Room 102, Fort Lauderdale, Florida 33301 and the telephone number is 954-357-7050. All candidates shall qualify for individual seats in accordance with section 99.061, Florida Statutes, and must also be qualified electors of the District. A qualified elector is any person at least 18 years of age who is a citizen of the United States, a legal resident of the State of Florida and of the District, and who is registered to vote with the Broward County Supervisor of Elections. Campaigns shall be conducted in accordance with Chapter 106, Florida Statutes.

The Oakridge Community Development District has three seats up for election, specifically seat #1, seat #2 and seat #3. Each seat carries a four-year term of office. Elections are nonpartisan and will be held at the same time as the general election on November 3, 2020, in the manner prescribed by law for general elections.

For additional information, please contact the Broward County Supervisor of Elections.

akridge
Community Development District

Check Run Summary - General Fund

2/1/2020 - 2/29/2020

I	Date	Check Numbers	Amount
2/13/2020	925-931	$	417,773.05
I	Total	$	411,113.os 1

AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER
***   CHECK DATES 02/01/2020 - 02/29/2020 ***	OAKRIDGE CDD - GENERAL FUND
BANK A OAKRIDGE CDD - GF

RUN	3/17/20	PAGE	1

CHECK VEND#	.....INVOICE........EXPENSED TO...		VENDOR NAME DATE		DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS

STATUS

AMOUNT

....CHECK.....
AMOUNT	#

2/13/20 00022

1/27/20 I0000452 201901 310-51300-48000 NOTICE OF MEETING
2/10/20 I0000453 202002 310-51300-48000 NOTICE OF RESOLUTION
2/10/20 I0000453 202002 310-51300-48000 NOTICE OF PUBLIC HEARING
1/27/20 I0000452 201901 310-51300-48000 NOTICE OF MEETING
2/10/20 I0000453 202002 310-51300-48000 NOTICE OF RESOLUTION
2/10/20 I0000453 202002 310-51300-48000 NOTICE OF PUBLIC HEARING

*	97.57
*	861.56
*	883.42
V	97.57-
V	861.56-
V	883.42-

ALM MEDIA, LLC
2/13/20 00002	12/31/19 160277	201912 310-51300-31500
SERVICE THRU 12/31/2019

*	1,575.00

.00 000925

2/13/20 00009

BILLING, COCHRAN, LYLES, MAURO &
2/04/20 69172217 202002 310-51300-42000
DELIVERIES THRU 02/04/20

-   -   -   -   -   -   -   -   -  -
*	20.65

1,575.00 000926

2/13/20 00020	2/01/20	
	2/01/20	
	2/01/20	
	2/01/20	
	2/01/20	

- - - - - - - - - - - - -

175
FEB 175

FEDEX
202002 310-51300-34000	*
20 - MANAGEMENT FEES
202002 310-51300-35110	*

- - - - - - - - - -
1,382.17
83.33

20.65 000927

FEB 20 - WEBSITE ADM

175

202002 310-51300-51000	*

20.15

FEB 20 - OFFICE SUPPLIES

175

202002 310-51300-42000	*

7.10

FEB 20 - POSTAGE

175

202002 310-51300-42500	*

190.10

FEB 20 - COPIES

GOVERNMENTAL MANAGEMENT SERVICES

1,682.85 000928

-	-	-

-  -	-   -   -   -  -  -	-  -  -	-

2/13/20 00034

2/13/20 02132020 202002 300-58100-10000
TXFER CR FUNDS PER BUDGET 2/13/20 02132020 202002 300-58100-10000
TXFER CR FUNDS PER BUDGET

*	412,652.00
V	412,652.00-

2/13/20 00022	1/27/20
2/10/20
2/10/20

OAKRIDGE C/O WELLS FARGO
I0000452 202001 310-51300-48000 NOTICE OF MEETING 1/27/20
I0000453 202002 310-51300-48000 NOTICE OF PH-2/3-10/20
I0000453 202002 310-51300-48000 NOTICE OF RES-2/3-10/20

-   -   -  -   -   -  -   -   -   -
*	97.57
*	883.42
*	861.56

.00 000929

ALM MEDIA, LLC	1,842.55 000930

OAKR OAKRIDGE	MPHILLIPS

AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER
***   CHECK DATES 02/01/2020 - 02/29/2020 ***	OAKRIDGE CDD - GENERAL FUND
BANK A OAKRIDGE CDD - GF

RUN	3/17/20

PAGE	2

CHECK VEND#	.....INVOICE........EXPENSED TO...		VENDOR NAME DATE		DATE	INVOICE	YRMO  DPT ACCT# SUB	SUBCLASS
2/13/20 00035	2/13/20 02132020 202002 300-58100-10000
TXFER TO CAP RES/SBA ACCT

STATUS

*

AMOUNT

412,652.00

....CHECK.....
AMOUNT	#

STATE BOARD OF ADMINISTRATION C/O	412,652.00 000931

TOTAL FOR BANK A TOTAL FOR REGISTER

417,773.05
417,773.05

OAKR OAKRIDGE	MPHILLIPS

Oakridge
COMMUNITY DEVELOPMENT DISTRICT BALANCE SHEET
February  29, 2020
Total
Non-Major	Governmental
 	General	Fund	Funds	

ASSETS:		
Cash	$37,429		$37,429	
Capital Reserve Investments:
State Board	

$236,070	$376	$376

$236,070	
State Board - Capital Reserve		$412,831	$412,831	

TOTAL ASSETS	 	$273,499	$413,207	$686,705	

LIABILITIES:				
Accounts Payable	$0		$0	
FUND BALANCES:				
Nonspendable:				
Restricted for Capital Projects		$413,207	$413,207	
Unassigned	$273,499		$273,499	

TOTAL LIABILITIES & FUND BALANCE	
 	$273,499 	
$413,207	
$686,705	

Oakridge
COMMUNITY DEVELOPMENT DISTRICT GENERAL FUND
Statement of Revenues, Expenditures and Changes in Fund Balance For the Period Ended February 29, 2020

DESCRIPTION	ADOPTED
BUDGET	PRORATED BUDGET
THRU 02/29/20	ACTUAL
THRU 02/29/20	
VARIANCE	

REVENUES:						
Maintenance Assessments	$256,382	$236,141	$236,141	$0	
Interest Income	$2,500	$1,042	$3,189	$2,147	
TOTAL REVENUES	$258,882	$237,183	$239,330	$2,147	

EXPENDITURES:						
Administrative:						
Supervisors Fees	$5,000	$3,400	$3,400	$0	
FICA Expense	$383	$260	$260	$0	
Engineering	$8,500	$3,542	$350	$3,192	
Attorney	$7,500	$3,125	$4,950	($1,825)	
Property Appraiser	$1,240	$1,240	$1,236	$4	
Annual Audit	$4,200	$3,000	$3,000	$0	
Management Fees	$16,586	$6,911	$6,911	($0)	
Website Compliance	$1,000	$417	$417	$0	
Postage	$200	$83	$108	($24)	
Printing & Binding	$500	$208	$577	($368)	
Insurance	$6,646	$6,646	$6,193	$453	
Legal Advertising	$750	$313	$2,031	($1,718)	
Other Current Charges	$550	$229	$656	($426)	
Office Supplies	$150	$63	$83	($21)	
Dues, Licenses, Subscriptions	$175	$175	$175	$0	
Maintenance Reserve	$100,000	$0	$0	$0	
1st Quarter Operating	$10,823	$4,510	$0	$4,510	
TOTAL ADMINISTRATIVE	$164,203	$34,121	$30,345	$3,775	

Field:					
Improvements - Hol. Oaks	$65,688	$27,370	$0	$27,370	
Improvements - Oakridge	$135,876	$56,615	$0	$56,615	
Improvements - Lake Erosion	$0	$0	$5,400	($5,400)	
TOTAL FIELD	$201,564	$83,985	$5,400	$78,585	
					
TOTAL EXPENDITURES	$365,767	$118,106	$35,745	$82,360	

Excess (deficiency) of revenues					
over (under) expenditures	($106,885)	$119,077	$203,585	$84,508	

OTHER FINANCING SOURCES/{USES)					
lnterfund Transfer ln/(Out)	$0	$0	($413,152)	$413,152	
TOTAL FINANCING SOURCES/(USES	$0	$0	($413,152)	$413,152	

Net change of fund balance	
{$106,885}	
$119,077	
{$209,567}	
$497,660	
FUND BALANCE - Beginning	$362,739		$483,066		
FUND BALANCE - Ending	    $255,854 		 	$273,499			

Oakridge
COMMUNITY DEVELOPMENT DISTRICT CAPITAL RESERVE FUND
Statement of Revenues, Expenditures and Changes in Fund Balance For the Period Ended February 29, 2020

ADOPTED
 DESCRIPTION		BUDGET

REVENUES:	PRORATED BUDGET
THRU 02/29/20	ACTUAL THRU 02/29/20		
VARIANCE	
Interest Income	$0	$0	$179		$179	
TOTAL REVENUES	 	$0	 	$0	 	$179 		 	$179 	
EXPENDITURES:					
Capital Reserve Projects	$0	$0	$0		$0	
Other Current Charges	$0	$0	$124		($124)	
TOTAL EXPENDITURES	 	$0	
 	$0	 	$124 		 	($124) 	
Excess (deficiency) of revenues					
over (under) expenditures	 	$0 	 	$0 	 	$55 		 	$55 	
OTHER FINANCING SOURCES/(USES)					
lnterfund Transfer ln/(Out)	$0	$0	$413,152		($413,152)	
TOTAL FINANCING SOURCES/(USEf	$0
----'---	 	$0	 	$413,152 		($413,152)	

Net change of fund balance	 	$0 	
 	$0 	
 	$413,207 		
($413,097)	

FUND BALANCE - Beginning	
$0	
$0	

FUND BALANCE - Ending	 	$0	 	$413,207 

\ I

Oakridge
Community Development District
Tax Collections
Fiscal Year Ending September 30, 2020

$273,330.10	$	273,330.10

Date Received	

Gross Tax Received	

Commissions	

Interest/Late Installments	

Discounts/ (Penalties)	

Net Amount Received	001-300-363-100
General Fund
100.00%	
Total

100.00%	

10/16/2019	
$	
$	
$	20.66	
$	
$	20.66	
$	20.66	
$	20.66	
11/15/2019	$	43,937.94	$	843.43	$	6.99	$	1,773.45	$	41,328.05	$	41,328.05	$	41,328.05	
12/6/2019	$	163,963.08	$	3,148.09	$	$	6,558.86	$	154,256.13	$	154,256.13	$	154,256.13	
12/10/2019	$	19,408.25	$	372.69	$	$	773.60	$	18,261.96	$	18,261.96	$	18,261.96	
12/27/2019	$	8,217.37	$	158.92	$	$	270.99	$	7,787.46	$	7,787.46	$	7,787.46	
1/15/2020	$	9,688.26	$	187.84	$	$	296.48	$	9,203.94	$	9,203.94	$	9,203.94	
1/24/2020	$	126.08	$	$	$	$	126.08	$	126.08	$	126.08	
2/6/2020	$	5,372.25	$	105.25	$	$	109.89	$	5,157.11	$	5,157.11	$	5,157.11	

TOTALS	
$	
250,713.23	
$	
4,816.22	
$	
27.65	
$	
9,783.27	
$	
236,141.39	
$	
236,141.39	
$	
236,141.39	
Percentage Collected	91.73%	91.73%	
YTD Gross collected	$	250,713.23	$	250,713.23	
Outstanding assessments	$	22,616.87	$	22,616.87	
Commission	$	4,816.22	$	4,816.22	
Interest	$	27.65	$	27.65	
Discount/(Penalties)	$	9,783.27	$	9,783.27