Sunbridge Stewardship District
3501 Quadrangle Blvd., Suite 270, Orlando, FL 32817
Phone: 407-723-5935
https://www.sunbridgesd.com

Notice is hereby given that the Board of Supervisors (“Board”) of the Sunbridge Stewardship District (“District”) will hold a meeting of the Board of Supervisors on Thursday, November 4, 2021 at 11:00
a.m. at 2770 River Creek Lane, St Cloud, FL 34771. Questions or comments on the Board Meeting or proposed agenda may be addressed to Lynne Mullins mullinsl@pfm.com or (407) 723-5935. A quorum (consisting of at least three of the five Board Members) will be confirmed prior to the start of the Board Meeting.

Please use the following information to join the telephonic conferencing:

Phone: 1-844-621-3956	Participant Code:	796 761 297#

BOARD OF SUPERVISORS’ MEETING AGENDA

Organizational Matters
Roll Call to Confirm a Quorum
Public Comment Period
Consideration of the Minutes of the October 7, 2021 Board of Supervisors’ Meeting

Business Matters
Consideration of Hopping Green & Sams and Kutak Rock Transition Letter
Consideration of Resolution 2022-03, Adopting an Amended Budget for Fiscal Year 2021
Consideration of Proposals for Underwriter for Series 2022 Bonds
FMSbonds, Inc.
Jefferies LLC
MBS Capital Markets LLC
Ratification of Payment Authorization Nos. 146 - 149
Review of District’s Financial Position and Budget to Actual YTD

Other Business
Staff Reports
District Counsel
District Manager
District Engineer
Supervisor Requests

Adjournment

Sunbridge Stewardship District

Minutes of the October 7, 2021 Board of Supervisors’ Meeting

MINUTES OF MEETING

SUNBRIDGE STEWARDSHIP DISTRICT BOARD OF SUPERVISORS’ MEETING
Thursday, October 7, 2021 at 11:00 a.m. 2770 River Creek Lane, St Cloud, FL 34771

Board Members Present:

Richard Levey	Chair
Rob Adams	Vice Chair
Julie Salvo	Assistant Secretary
Frank Paris	Assistant Secretary
Brent Schademan	Assistant Secretary Also, Present:
Lynne Mullins	PFM	
Jennifer Walden	PFM	(via phone)	
Kevin Plenzler	PFM Financial Advisors (via phone)	
Johnathan Johnson	District Counsel	(via phone)	
Clint Beaty	Tavistock	(via phone)	
Cristy Baxter	Poulos & Bennett	(via phone)	
Ricky Diaz	David Weekly Homes	(via phone)	
Drew Abel	David Weekly Homes	(via phone)	
Randy Newman	Del Webb Sunbridge- Property Manager	

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

The meeting was called to order. The Board Members, staff, and public in attendance are outlined above.

SECOND ORDER OF BUSINESS	Public Comment Period

Mr. Newman introduced himself as the Property Manager of Del Webb Sunbridge and is just attending in case residents ask any questions that he can answer.

THIRD ORDER OF BUSINESS	Consideration of the Minutes of the August 5, 2021 Auditor Selection Committee Meeting

The Board reviewed the minutes for the August 5, 2021 Auditor Selection Committee Meeting.

On MOTION by Mr. Adams, seconded by Ms. Schademan, with all in favor, the Board of Supervisors for the Sunbridge Stewardship District approved the minutes for the August 5, 2021 Auditor Selection Committee Meeting.

FOURTH ORDER OF BUSINESS	Consideration of the Minutes of the August 5, 2021 Board of Supervisors’ Meeting

The Board reviewed the minutes for the August 5, 2021 Board of Supervisors’ Meeting.

On MOTION by Mr. Paris, seconded by Ms. Schademan, with all in favor, the Board of Supervisors for the Sunbridge Stewardship District approved the minutes for the August 5, 2021 Board of Supervisors’ Meeting.

FIFTH ORDER OF BUSINESS	Consideration of Resolution 2022-01, Re-setting the Location for the FY 2021-2022 Annual Meeting Schedule

Ms. Mullins explained Resolution 2022-01 updates the location for the Fiscal Year 2021-2022 Annual Meeting Schedule to 2770 River Creek Lane, St Cloud, FL 34771.

On MOTION by Ms. Salvo, seconded by Mr. Paris, with all in favor, the Board of Supervisors for the Sunbridge Stewardship District approved Resolution 2022-01 Re-Setting the Location for the FY 2021-2022 Annual Meeting Schedule to 2770 River Creek Lane, St Cloud, FL 34771.

SIXTH ORDER OF BUSINESS	Consideration of Resolution 2022-02, Designating Primary Administrative Office and Local Records Office

Ms. Mullins noted Resolution 2022-02 updates the Primary Administrative Office to reflect PFM’s new address at 3501 Quadrangle Blvd., Suite 270, Orlando, FL 34817. It also designates the Principal Headquarters and Local Records Office to be the Osceola County Library at 211 East Dankin Ave., Kissimmee, FL 34741.

On MOTION by Mr. Paris, seconded by Ms. Salvo, with all in favor, the Board of Supervisors for the Sunbridge Stewardship District approved Resolution 2022-02, Designating Primary Administrative Office and Local Records Office.

SEVENTH ORDER OF BUSINESS	Consideration	of	Request	for	
	Proposals	for	Selection	of	
	Underwriter				

Mr. Johnson noted in the agenda package is a draft of the Request for Proposals which has been prepared by the Financial Advisor at PFM. The District is not required to go through an RFP and they can elect to send inquiries to companies to solicit proposals. He recommended the Board review the results of the RFP at the November 4, 2021 meeting.

Mr. Plenzler put the RFP together on behalf of the District and summarized the RFP. Dr. Levey asked Mr. Plenzler if Mr. Byrnes edits got into this draft. Mr. Plenzler confirmed they are included in the draft of the RFP. Dr. Levey stated the results of the RFP will come back to the Board at a future meeting.

On MOTION by Mr. Schademan, seconded by Ms. Salvo, with all in favor, the Board of Supervisors for the Sunbridge Stewardship District authorized PFM to send out the RFP to propagate the firms they believe would be an appropriate fit for the District’s Investment Banking Contract.

EIGHTH ORDER OF BUSINESS	Consideration of Fiscal Year 2021 Audit Engagement Letter with CRI

Ms. Mullins noted this is the standard Audit Engagement Letter and District Counsel reviewed the and provided comments.

On MOTION by Mr. Adams, seconded by Mr. Schademan, with all in favor, the Board of Supervisors for the Sunbridge Stewardship District approved the Fiscal Year 2021 Audit Engagement Letter with CRI.

NINTH ORDER OF BUSINESS	Weslyn Park Phase I
Utility Easement

Water and Wastewater Easement Agreement

Mr. Johnson stated the Utility Easements follows along from the infrastructure conveyances the Board has previously considered. District staff has reviewed the forms of the easements and recommended approval; however, Mr. Johnson requested the Utility Easements be approved today and authorize the Chair to execute but hold these in escrow until District staff receives guidance as to the final recording of the plat.

On MOTION by Mr. Schademan, seconded by Mr. Adams, with all in favor, the Board of Supervisors for the Sunbridge Stewardship District approved the Utility Easement and Water and Wastewater Easement Agreement authorizing the Chair to execute and to direct District Staff to hold the Easements in Escrow until District Staff receives guidance as to the final recording of the plat.

TENTH ORDER OF BUSINESS	Ratification of Payment Authorization Nos. 142-145

The Board reviewed Payment Authorizations Nos. 142-145. Ms. Mullins noted these have been approved and paid and just need ratified by the Board.

On MOTION by Mr. Paris, seconded by Mr. Schademan, with all in favor, the Board of Supervisors for the Sunbridge Stewardship District ratified Payment Authorizations Nos. 142-145.

ELEVENTH ORDER OF BUSINESS	Review of District’s Financial Position and Budget to Actual YTD

The Board reviewed the District Financial Statements. No action is required by the Board. Ms. Mullins noted the District is running very close to budget, but the District is still waiting for the end of the year invoices to come in.

TWELFTH ORDER OF BUSINESS	Staff Reports

District Counsel- Mr. Jonson noted he will be attending the Public Integrity Code of Ethics Committee Meeting next week at the Florida Legislature. He will be monitoring the legislature and be back in touch with the Board with suggestions, concerns, or actions.

District Manager-	Ms. Mullins noted that our next meeting is November 4, 2021 at this	
	location.	
District Engineer-	No Report	

THIRTEENTH ORDER OF BUSINESS	Supervisor Request and Audience
Comments

There were no Supervisor requests or audience comments

FOURTEENTH ORDER OF BUSINESS	Adjournment

There was no other business to discuss so, Dr. Levey requested a motion to adjourn.

ON MOTION by Mr. Schademan, seconded by Ms. Salvo, with all in favor, the October 7, 2021 Meeting of the Board of Supervisors for the Sunbridge Stewardship District was adjourned.

 	_ 		 	_	 Secretary / Assistant Secretary		Chairman / Vice Chairman

Sunbridge Stewardship District

Hopping Green & Sams and Kutak Rock Transition Letter

October 15, 2021

VIA EMAIL
Lynne Mullins, District Manager mullinsl@pfm.com
Richard Levey ssd1@sunbridgesd.com

RE:	Sunbridge Stewardship District (“Client”)

JOINT LETTER BY HOPPING GREEN & SAMS, P.A. AND KUTAK ROCK LLP, ANNOUNCING THE DEPARTURE OF JONATHAN JOHNSON, KATIE BUCHANAN, MIKE ECKERT, TUCKER MACKIE, WES HABER, LINDSAY WHELAN, JOE BROWN, SARAH SANDY, ALYSSA WILLSON AND MICHELLE RIGONI TO KUTAK ROCK LLP

Dear Lynne/Richard,
As of November 15, 2021, Jonathan Johnson, Katie Buchanan, Mike Eckert, Tucker Mackie, Wes Haber, Lindsay Whelan, Joe Brown, Sarah Sandy, Alyssa Willson and Michelle Rigoni (the “Special District Practice Group”) will be withdrawing as attorneys from Hopping Green & Sams, P.A. (“HGS”) and will be joining Kutak Rock LLP (“Kutak”). The members of the Special District Practice Group have provided services in connection with HGS’s representation of the Client in one or more matter(s) (“Client Matters”).
In the coming months, HGS will no longer be providing legal services. Kutak is prepared to continue as the Client’s legal counsel with respect to the Client Matters; however, it is the Client’s choice as to who should serve as its legal counsel, and whether the Client Matters and all electronic files and active and closed hardcopy files (collectively, the “Files”) should be transferred to Kutak.
Please select one of the following alternatives; however, please be advised that as of November 15, 2021, HGS will no longer be competent to provide legal services to the Client; accordingly, representation by HGS will cease on November 15, 2021, whether or not the Client makes an election below:
ALTERNATIVE #1. The Client asks that the Client Matters be transferred with the Special District Practice Group to their new firm, Kutak. Please transfer all Files relating to the Client Matters. HGS’s legal representation of the Client will cease on the date of HGS’s receipt of their written notice. After that date, the Special District Practice Group and their new firm, Kutak, will be responsible for legal representation of the Client in the Client Matters. To the extent that HGS is holding any trust funds or other property of the Client, HGS is further instructed to transfer such funds and/or property to Kutak.

(Please sign if you want Alternative #1;	[DATE] otherwise, do not sign on this line.)

ALTERNATIVE #2. If you do not want Alternative #1, please advise us what HGS should do regarding the Client Matters and all Files relating to the Client Matters by December 1, 2021. HGS’s legal representation of the Client will cease on November 15, 2021. If HGS does not receive a response by December 1, 2021, that will confirm HGS’s understanding that all Files are not needed or desired and HGS will shred them.

(Please sign here if you have	[DATE]

Post Office Box 6526    Tallahassee, Florida 32314    119 South Monroe Street, Suite 300 (32301)    850.222.7500    850.224.8551 fax    www.hgslaw.com

given instructions under Alternative #2; otherwise do not sign on this line.)

After you have completed and signed this form, please send a copy via electronic mail to JasonM@hgslaw.com, MarkS@hgslaw.com, JJohnson@hgslaw.com, and KimH@hgslaw.com.

HOPPING GREEN & SAMS, P.A.

Thank you for your consideration and assistance.

By: Jonathan Johnson

Its: President

Date: October 15, 2021

Sunbridge Stewardship District

Resolution 2022-03,
Adopting an Amended Budget for Fiscal Year 2021

RESOLUTION 2022-03

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SUNBRIDGE STEWARDSHIP DISTRICT ADOPTING AN AMENDED GENERAL FUND BUDGET FOR FISCAL YEAR 2020/2021, PROVIDING FOR APPROPRIATIONS; ADDRESSING CONFLICTS AND SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, on August 21, 2020, the Board of Supervisors (“Board”) of the Sunbridge Stewardship District (“District”), adopted Resolution 2020-18 providing for the adoption of the District’s fiscal year 2020/2021 annual budget (“Budget”); and

WHEREAS, the District Manager, at the direction of the Board, has prepared an amended Budget, to reflect changes in the actual appropriations of the Budget; and

WHEREAS, Chapter 189, Florida Statutes, and Section 3 of Resolution 2020-18 authorize the Board to amend the Budget; and

WHEREAS, the Board finds that it is in the best interest of the District and its landowners to amend the Budget to reflect the actual appropriations.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE SUNBRIDGE STEWARDSHIP DISTRICT:

BUDGET AMENDMENT.

The Board has reviewed the District Manager’s proposed amended Budget, copies of which are on file with the office of the District Manager and at the District’s Records Office, and hereby approves certain amendments thereto, as shown in Section 2 below.

The amended Budget attached hereto as Exhibit “A” and incorporated herein by reference as further amended by the Board is hereby adopted in accordance with the provisions of section 189.016(6), Florida Statutes; provided, however, that the comparative figures contained in the amended Budget as adopted by the Board (together, “Adopted Annual Budget”) may be further revised as deemed necessary by the District Manager to further reflect actual revenues and expenditures for fiscal year 2020/2021.

The Adopted Annual Budget shall be maintained in the office of the District Manager and the District Records Office and identified as “The Adopted Budget for the Sunbridge Stewardship District for the fiscal year ending September 30, 2021 as amended and adopted by the Board of Supervisors effective November 4, 2021.”

APPROPRIATIONS. There is hereby appropriated out of the revenues of the District, the fiscal year beginning October 1, 2020, and ending September 30, 2021, the sums set forth below, raised by the levy of special assessments and otherwise, which sums are deemed

by the Board of Supervisors to be necessary to defray all expenditures of the District during said budget year, to be divided and appropriated in the following fashion:

TOTAL GENERAL FUND	$206,875.00

TOTAL ALL FUNDS	$206,875.00

CONFLICTS. This Resolution is intended to amend, in part, Resolution 2010-18, which remains in full force and effect except as otherwise provided herein. All terms of Resolution 2020-18 that are not amended by this Resolution apply to the Adopted Annual Budget as if those terms were fully set forth herein. All District resolutions or parts thereof in actual conflict with this Resolution are, to the extent of such conflict, superseded and repealed.

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part thereof.

EFFECTIVE DATE. This Resolution shall take effect upon the passage and adoption of this Resolution by the Board.

Introduced, considered favorably, and adopted this 4th day of November, 2021.

ATTEST:	SUNBRIDGE STEWARDSHIP
DISTRICT

Secretary/Assistant Secretary	Chairman/Vice Chairman

Exhibit A:	Amended Fiscal Year 2020/2021 Budget

Exhibit A
Amended Fiscal Year 2020/2021 Budget

Sunbridge Stewardship District
FY 2021 Proposed Revised Budget

Actual Through 09/30/2021

FY 2021
Adopted Budget

FY 2021
Proposed Revised Budget

Revenues		
On-Roll Assessments	$	72,489.33	$	206,875.00	$	58,288.73	
Off-Roll Assessments	148,586.27	-	148,586.27	
Developer Contributions	5,381.00	-	-	
Other Income & Other Financing Sources	131.14	-	-	

Net Revenues

General & Administrative Expenses
D&O Insurance Trustee Services Management Engineering Dissemination Agent District Counsel
Assessment Administration Reamortization Schedules Audit
Travel and Per Diem Telephone
Postage & Shipping Copies
Legal Advertising
Web Site Maintenance Dues, Licenses, and Fees Electric
General Insurance Irrigation
Landscaping Maintenance & Material Contingency
Lighting Streetlights
Personnel Leasing Agreement
Total General & Administrative Expenses

Total Expenses

Income (Loss) from Operations Other Income (Expense)
Interest Income
Total Other Income (Expense)

Net Income (Loss)
$	226,587.74	$	206,875.00	$	206,875.00	

$	
2,421.00	
$	2,700.00	
$	2,421.00	
	-	6,000.00	6,000.00	
	70,000.00	70,000.00	70,000.00	
	1,536.50	12,000.00	1,536.50	
	-	5,000.00	5,000.00	
	38,980.92	25,000.00	40,000.00	
	7,500.00	7,500.00	7,500.00	
	-	125.00	125.00	
	8,000.00	6,000.00	8,000.00	
	173.02	500.00	173.02	
	-	200.00	-	
	65.99	300.00	65.99	
	-	500.00	-	
	940.79	8,000.00	940.79	
	2,100.00	2,400.00	2,100.00	
	1,170.40	975.00	1,170.40	
	6,447.77	-	6,447.77	
	2,960.00	3,200.00	2,960.00	
	12,906.08	-	12,906.08	
	23,000.00	38,000.00	23,000.00	
	2,417.20	6,475.00	2,417.20	
	-	12,000.00	4,667.17	
	5,694.40	-	5,694.40	
	3,750.00	-	3,750.00	
$	190,064.07	
$	206,875.00	
$	206,875.32	

  $		
190,064.07  	
  $		
206,875.00  	
  $		
206,875.32  	
$	36,523.67	$	-	$	(0.32)	

$	
0.32	
$	-	
$	0.32	
$	0.32	$	-	$	0.32	
$	36,523.99	$	-	$	-	

Page 1 of 1

Proposals for Underwriter for Series 2022 Bonds

FMSbonds, Inc.

Sunbridge Stewardship District
Request for Proposal

Submitted By: FMSBonds, Inc.
20660 W. Dixie Highway
North Miami Beach, Florida 33180 (305) 692-4124

October 22, 2021

fln!!l;bonds

FMS' ROLE AS UNDERWRITER AND NOT FINANCIAL ADVISOR

FMS is providing the information contained in this Proposal pursuant to  a Request For  Proposals  provided by the Sunbridge Stewardship District seeking a Senior Underwriter to serve in such capacity for its upcoming bond issues. The primary role of FMS as an Underwriter is to purchase securities, for resale to investors, in an arm's-length commercial transaction. FMS may have financial and other interests that differ from those of the District. FMS is not acting as a municipal advisor, financial advisor or fiduciary to the District. The information provided is not intended to be and should not be construed as "advice" within the meaning of Section 15B of the Securities Exchange Act of 1934. The District should consult with its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable. The District has engaged an advisor to act in such a fiduciary capacity who it should rely upon on its behalf in connection with the proposed transaction.

fffl!liiibonds

Contents

Letter of Transmittal - Section C

Marketing and Distribution - Section D

Structure Ideas and District Experience - Section E

Transaction Details - Section F

Letter of Transmittal - Section C

Mr. Richard Levy, District Chair Sunbridge Stewardship District seat1@sunbridgestewardshipdistrict.com

Dear Mr. Levy:
FMSbonds, Inc. ("FMS") is pleased to submit its response to the Sunbridge Stewardship District's (the "District") Request for Proposals ("RFP") for Underwriters.
FMS, formed in 1978 and based in South Florida, is a highly capitalized privately held municipal bond broker/dealer dedicated to the structuring and trading of all types of municipal securities with a focus on high yield municipal sales, trading, and underwriting. As of 10/1/21, FMS carries $74,299,752 in equity capital.
We believe our # 1 ranking in the Florida land secured sector coupled with our industry leading institutional and retail sales platforms position us to deliver the best execution to the District. Our culture is rooted in sales and trading which equates to quick and thoughtful business decisions regarding evaluating risk and committing capital. We are willing to use our capital to eliminate certain capital market risks for the District as set forth herein.
The primary day-to-day contact is Jon Kessler. Mr. Kessler started his career in Investment Banking with Banc of America Securities in 1997, where he held a variety of positions in the Corporate and Investment Bank in the areas of real estate finance including managing the Real Estate Secured Finance team in Florida, which was the #1 team Nationally in Real Estate Secured Tax Exempt Finance. Mr. Kessler started the Land Secured Finance Team at FMS in 2009 and built the business into the #1 Underwriter of Land Secured Tax Exempt Bonds in Florida, as well as Texas. Mr. Kessler has acted as the senior banker on over 1,000 land secured financings totaling approximately
$10 billion in Par. Mr. Kessler also led the restructuring of over $2 billion of Bonds that defaulted as a result of the Great Recession and thereby has deep relationships with the mutual funds and hedge funds that acquire COD Bonds. Mr. Kessler has also been instrumental in the structuring of Bonds post Great Recession working with developers, attorneys and investors to create better bond structures. Mr. Kessler holds a Bachelor's Degree from the University of Michigan.
Telephone and Email Addresses
Jon Kessler, Head of Investment Banking -jkessler@fmsbonds.com -(w) 305-692-4124 (c) 407-619-3781
Ted Swinarski- Head ofTrading - tswinarski@fmsbonds.com -(w) 305-935-1946 (c) 407-310-0506
Dylan Schwartz - Associate, Investment Banking - dylanschwartz@fmsbonds.com - (w) 305-937-0660 (c) 305-343-3578
FMS understands the requirement of the RFP and the persons signing this letter are duly authorized to commit the firm to the terms and statements set forth herein.

ll
Executive Director

Ted Swinarski
Senior Vice President

Marketing and Distribution - Section D

# 1 & 2. Provide underwriting activity in Florida and Nationally last 3 years, inclusive of Special District Financings.
FMS investment banking activity is specialized in the area of land secured finance for special districts and operates primarily in Florida and Texas, where it has held a #1 market share for Non Rated financings in Florida from 2011 to present, and in Texas from 2016 to present - underwriting significantly more Non Rated transactions than any other firm. Below is a summary of the Land Secured Underwriting Statistics for FMS the last 3 years in Florida and Outside of Florida:

		2018		2019		2020		2021 (YTD)	
	tt	Par	tt	Par	tt	Par	tt	Par	
Florida									
Non Rated	53	$556,764,000	67	$684,040,000	61	$538,861,000	70	$765,709,000	
Rated/Bank Placements	5	$22,634,000	6	$49,877,000	3	$41,015,000	4	$20,028,000	
Total	58	579,398,000	73	$733,917,000	64	$579,876,000	74	$785,737,000	

 	Outside Florida	
Non Rated	20	$216,850,000	31	$185,125,000	25	$168,726,996	35	$464,257,623	
Rated/Bank Placements	0	$0		$4,095,868	2	$17,010,000	0	$0	
Total	20	$216,850,000	32	$189,220,868	27	$185,736,996	35	$464,257,623	

# 3. Present a brief case study of the two most relevant transactions your firm has acted as senior manager.
FMS has underwritten approximately 700 land secured transactions over the last decade, so there are multiple transactions where we could provide case studies. Babcock Ranch and West Villages are most similar in size and scope to the District, however, the financings from smaller CDDs can also serve as relevant examples. The two case studies used herein are: (i) Babcock Ranch, to show an example of issuing bonds for "assessment areas" in one or more series as well as pooling "assessment areas" into a single bond issue, and (ii) Everlands COD, to show an example of how the COD market prices transactions where lots are developed/platted (and owned by a public homebuilder) versus a transaction where lots are undeveloped and development is just commencing. We would expect that the District's upcoming transaction to price similarly to Everlands given the credit characteristics of the District described in the RFP.
Babcock Ranch Community ISD - The Babcock Ranch Community Independent Special District, located in both Charlotte and Lee County, contains the 17,787 acre master-planned development known as Babcock Ranch ("BR"). FMS currently serves as the sole underwriter for the ISO for its infrastructure bond financings and has underwritten 9 series of Bonds totaling $80 million in Par. Similar to the proposed District financing, BR contains various project areas and builders. FMS has structured transactions: (i) as multiple series, where each bond series is tied to a specific assessment area, and (ii) as a single series, where assessments from 5 phases/areas were pooled. In the latter scenario, the bond documents contained separate construction funds and ancillary documents (such as the true up, completion, acquisition and collateral assignment) were created for each assessment area.
The $16,235,000 Special Assessment Revenue Bonds, Series 2020 were comprised of 3 separate series of bonds, each pertaining to a separate "assessment area." By way of contrast, the Babcock Ranch Community ISO $ 21,870,000 Special Assessment Revenue Bonds, Series 2021 were structured as a single bond series, even though such bonds were issued in order to finance land development and secured by lots within five separate phases for different builders. It was less expensive and cumbersome for the Issuer to structure the Series 2021 Bonds in this manner, and bond investors preferred this approach. For both the Series 2020 and Series 2021 Bonds the collateral securing the bonds at the time of issuance was primarily undeveloped/raw, unlike the proposed financing for the District.
The Babcock Ranch Community ISO Series 2020 Bonds were priced in September of 2020, at which point credit markets were still finding stable footing after the dislocations caused by the COVID-19 pandemic earlier in the year. As such, spreads over the industry-benchmark MMD scale were considerably higher than they are now. FMS successfully priced the Babcock Ranch Community ISO Series 2020 Bonds at a spread of 222 basis points over MMD. On the same day that the Babcock 2020 Bonds priced, Lakewood Ranch COD, the fastest selling community in the United States, priced

a transaction at 230 basis points over MMD. The credits for the Lakewood Ranch and Babcock Ranch financings were substantially similar in that they were both "parcel" bonds for Lennar Homes. Over the course of the last year credit spreads have continued to tighten as a result of profound monetary stimulus and unprecedented liquidity in the capital markets. The Babcock Ranch Series 2021 Bonds priced in June at a spread of 192 basis points over the 30-year MMD rate, which was fairly tight for a credit where the collateral was undeveloped/raw.
Everlands Community Development District - Everlands is - 1,800 acre, 4,000 unit planned development located in the City of Palm Bay, being developed and constructed by Lennar Homes. The District priced $3,200,000 of Par on 9/15/2021 at MMD + 177 to finance 162 lots. At the time of issuance, all lots were developed and platted and home construction was imminent. While the market area of Palm Bay is emerging, the bond execution was among the tightest for a land secured transaction in Florida. Further, the debt service reserve fund for the Bonds was 25% of one years debt service with a release to 10% upon rooftops. The successful execution was due to the following credit characteristics: (i) lots were developed and platted, (ii) home construction was imminent, and (iii) the lots were owned by a public homebuilder, with a significant track record. If the lots were undeveloped/raw at the time of issuance, the transaction would have likely priced in the - MMD + 200 range. The fact that the District's credit profile for the proposed bonds is similar to Everlands will lead to similar pricing.
# 4. Describe the firm's retail and institutional sales capability and suggest an approach.
Sales & Trading Capabilities - In addition to being the largest underwriter of land based transactions in Florida and Texas, FMS is also the largest trader of land secured bonds in the secondary market within these markets and a top 3 high yield municipal bond dealer (for all types of high yield municipals, not just land secured) with the three largest buyers of land secured bonds: Goldman Sachs Asset Management, Nuveen Funds and Franklin Funds.

Our trading presence and relationships with the High Yield Mutual Funds was exhibited during the large amount of trading activity that occurred from 2008 thru 2011, resulting from the Great Recession, where FMS traded in excess of $5 billion of land secured bonds {both performing and distressed), essentially controlling that market place. More recently, in March-April of 2020, when the municipal market dislocated due to Covid-19, FMS was the sole market maker for CDD Bonds trading approximately $300 million of CDD bonds. Other municipal bond firms, to our knowledge, traded $0. Supporting the secondary market is key for issuers/developers to be able to issue Bonds in the primary market. If dealers are not supporting bonds in the secondary market, it makes it nearly impossible for developers to access capital (at market rates) in the primary market. This is a very important part of engaging an investment banking firm that is often overlooked.

FMS employs 5 institutional salespeople and 5 institutional traders, all industry veterans with 20+ years of experience each, having worked at Morgan Stanley, Goldman Sachs, UBS, JP Morgan and Citigroup. The institutional sales group is led by Sean O'Neal.  Mr. O'Neal joined FMS from Morgan Stanley in 2009, where he was the #1 Institutional Salesperson.  Mr. O'Neal is currently among the top ranked Institutional Salespersons in the municipal bond industry.

FMS also employs approximately 45 retail salespeople that are dedicated to selling municipal bonds to high net worth retail investors. FMS custodies approximately $5 billion in cash and securities and has approximately 15,000 active accounts, most of which are high net worth accredited investors. Through its proprietary CDD bond tracking database which tracts over 1000 CDD bond issues, FMS ranks credits and has research available for both its retail and institutional bond sales personnel.

Approach / Strategy - As set forth in the RFP, the collateral for the proposed transaction is substantially developed/under development with home closings imminent. Many transactions underwritten by FMS are for early stage "raw" projects, where development is just commencing. The proposed bond issue by the District would be perceived as a very strong credit and internally ranked by mutual funds at the highest level for a NR transaction. Due to the strong credit characteristics, this type of credit would be marketed by FMS through both its institutional and retail distribution networks. The PLOM would be distributed to approximately 1O mutual funds and a large number of retail investors. While 10 mutual funds are not necessary for a transaction of this size, FMS believes it would be beneficial to the District to encourage a large audience to become familiar with the District given it will be issuing bonds over an extended period of time. Further, while not necessary for a successful outcome, FMS would also encourage investors to visit the project so that they can become intimately familiar with the developer and the development.

Structure Ideas and District Experience - Section E
# 1. Present your firm's recommended structure for the District's proposed Bond issuance including issuing as combined issue or separate series of bonds --

FMS recommends a combined issuance for both areas. 1. Legal costs are typically lower for bond, disclosure and district counsel when bonds are issued as a single series, and 2. A single issuance will lead to better market execution. FMS has noticed that COD Bonds structured in multiple series opens the potential for investors to favor one series over another, which could open the door to investors cherry picking series and has the potential for pricing inefficiency. Further, we have noticed that positive credit characteristics of one area leads to better pricing for an inferior or less developed area. If there are multiple owners of land comprising the various phases or sub-phases, the single series of bonds can be structured to contain separate construction subaccounts associated with the respective phases, as well as separate ancillary agreements.

The Debt Service Reserve Fund ("DSRF") is an important element and cost to a transaction. Municipal Bond investors ideally want a DSRF equal to one year of debt service ("MADS"). FMS has been aggressive in reducing this market standard to 25% to 50% of MADS, with further releases based on development and construction milestones all the way to 10% of MADS.

In the proposed transaction for the District, FMS would propose a debt service reserve fund equal to 25% of MADS with a further release to 10% of MADS once the collateral for the bonds is supported by constructed homes. The construction fund will remain open so that the release of the DSRF would flow to the construction fund and be available to the developer for cost reimbursements.
# 2. Discuss specifically your approach to pricing and the process employed to obtain the lowest possible rate. Include thoughts on pricing December 2021 vs January 2022. What level of pricing could the District expect? Any factors that could alter current views.
Non-rated land secured bonds price based on a spread to the AAA Municipal Market Data Index ("MMD"). The actual spread is based on market comparable transactions, the bond market environment and the underlying credit characteristics of each issue. Credit factors include: leverage, status of development, sponsorship, location and track record. From 2018-2021 credit spreads have generally ranged from 175 to 350 basis points over the MMD, with a historical average of approximately 2.23%.
Entering 2021, credit spreads were elevated for COD Bonds, COD Bonds were clinging to the 4% yield threshold on the longest dated maturity, with the stronger credits pricing in the MMD + 225 range. Throughout 2021, spreads have tightened materially from approximately MMD+ 225 for the stronger credits in the beginning of the year, down to MMD + 180 for the stronger credits today.

FMS would mail the PLOM to approximately 10 institutional investors and make the offering available to our high net worth investors through FMS brokers. FMS would handle conference calls on a one off basis with institutional investors, no group conference calls. Bonds would be priced approximately 5-7 days from the date the PLOM is sent to investors. One day before pricing, FMS reviews pricing comps with the Issuer and sends out a preliminary pricing scale to investors with a price talk range. This provides initial demand indication to FMS. On the pricing date, FMS sends out an actual proposed pricing scale to investors. Depending upon investor interest, FMS would look to adjust pricing accordingly. FMS would recommend marketing bonds in January. January is typically one of the strongest months in terms of investor demand due to bond coupon payments and fund flows.

FMS is willing to provide a "firm" underwriting commitment for the District's proposed 2022 Bonds (or 2021 Bonds). The terms and structure are set forth below. FMS would market the Bonds to investors as stated and if FMS is not able to generate orders on the pricing date at the spreads to MMD set forth below, FMS would agree to purchase the bonds at these levels. If the spread is tighter than that set forth, the District would get the benefit of the tighter spread.   Accordingly, the commitment would act as a backstop/guarantee of credit spread to the District's proposed bond issue.

fln bonds

Summary of Terms and Structure:

Serial Bonds for the first 10 years 20 Year Term Bond
30 Year Term Bond (4% coupon at a premium)
Debt Service Reserve Fund: 25% of MADS, reducing to 10% of MADS once all homes are constructed and sold to homebuyers
Maximum Spread to MMD - See below for each maturity, the Maximum spread to MMD. If on pricing date bonds can be sold at tighter spreads, the District receives the benefit.
Underwriting Fee - 1.5% of Par

 	Serial Bonds	
Max

Year	Maturit	MMD S read	
1	2023	1.50%	
2	2024	1.50%	
3	2025	1.50%	
4	2026	1.50%	
5	2027	1.50%	
6	2028	1.75%	
7	2029	1.75%	
8	2030	1.75%	
9	2031	1.75%	
10	2032	1.75%	
 	Term Bonds*		
20	2042	1.80%	
30	2052	1.80%	

*Final Maturity TBD based on CAPI Period, if any.

# 3. Discuss other transactions where your firm served as the senior manager and committed capital to the financing by taking any unsold balances into inventory.
Due to the strong demand in the COD market, FMS has not had to underwrite any unsold balances in recent history.

# 4. List the firm that would serve as Underwriter's Counsel.
FMS proposes Gray Robinson to serve as underwriters' counsel. Gray Robinson's proposed Underwriter's Counsel fee estimate is $40,000 per transaction. We believe GR is unique in that they bring both extensive real estate due diligence and municipal bond expertise to the role. Although we have provided our recommendation for underwriters' counsel, FMS would work with the District to select another firm if it desired to do so.

fln!!liibonds

Transaction Details and Expenses - Section F

Exhibit A - Assumes $20,000,000 of Par

Takedown

Expense

Amount$	CosU$1,000

Underwriter's Counsel *
Closing Expenses**	40,000.00	
DALCOMP	1,200.00	
Clearance	4,200.00	
CUSIP	509.00	
OTC	500.00	
Fl NRA/SIPC	1,400.00	
MSRB	600.00	
 	Electronic Orders	150.00	

$300,000.000	$15.00
(fixed)

TOTAL:

* To be paid as cost of issuance.
** Estimate: To be paid by the Underwriter

frn honds

$348,559.00

00.06
00.21
(fixed) (fixed) 00.07
00.03
(fixed)

Sunbridge Stewardship District

Jefferies LLC

SUNBRIDGE STEWARDSHIP DISTRICT
Jefferies’ Proposal to Serve as Senior Managing Underwriter for the District’s Special Assessment Bonds, Series 2022

October 22, 2021

Jefferies

Michael Baldwin	Jefferies LLC Senior Vice President	200 S Orange Ave, Investment Banking	Suite 1440 Municipal Finance	Orlando, FL 32801 Jefferies.com	Tel: 407.496.8745
Michael.baldwin@jefferies.com

Jefferies LLC
Member SIPC

Jefferies’ Proposal for Sunbridge Stewardship District

Disclaimer
Jefferies LLC (“Jefferies”) is providing the information contained in this document for discussion purposes only.

As it relates to the issuance of municipal securities, Jefferies is not acting as a municipal advisor, financial advisor or fiduciary. Jefferies will not have any duties or liability to any person or entity in connection with the municipal securities information being provided herein. The information provided is not intended to be and should not be construed as “advice” within the meaning of Section 15B of the Securities Exchange Act of 1934. The Issuer should consult with its own financial and/or municipal, legal, accounting, tax, and other advisors, as applicable, to the extent it deems appropriate as it relates to the issuance of municipal securities.

As it relates to the issuance of municipal securities (a) Jefferies is not recommending an action to you as the municipal entity or obligated person; (b) Jefferies is not acting as an advisor to you and does not owe a fiduciary duty pursuant to Section 15B of the Exchange Act to you with respect to the information and material contained in this communication; (c) Jefferies is acting for its own interests; (d) you should discuss any information and material contained in this communication with any and all internal or external advisors and experts that you deem appropriate before acting on this information or material; and (e) Jefferies seeks to serve as an underwriter on a future transaction and not as a financial advisor or municipal advisor. The information provided is for discussion purposes only in anticipation of being engaged to serve as underwriter. The primary role of an underwriter is to purchase securities with a view to distribution in an arm’s-length commercial transaction with the issuer. The underwriter has financial and other interests that differ from those of the Issuer.

This document is intended to be reviewed in conjunction with an oral presentation by representatives of Jefferies and is therefore incomplete on a stand-alone basis. It is intended for the exclusive use of the entity identified on the cover page and may contain information proprietary to Jefferies. The fact that Jefferies has made the materials or any other materials available to you constitutes neither a recommendation that you enter into or maintain a particular transaction or position nor a representation that any transaction is suitable or appropriate for you.

This document is not a product of any Jefferies research department and should not be construed as a research report. All materials, including proposed terms and conditions, are indicative and for discussion purposes only. The information contained herein is confidential. By accepting this information, the recipient agrees that it will, and it will cause its directors, partners, officers, employees and representatives to use the information only to evaluate its potential interest in the strategies described herein and for no other purpose and will not divulge any such information to any other party. Any reproduction of this information, in whole or in part, is prohibited; except in so far as required to do so to comply with applicable law or regulation. No warranty, express or implied, including but not limited to, warranties as to quality, accuracy, performance, timeliness, continued availability or completeness of any information contained herein is made. Any pricing or value information provided herein are also only as of the date indicated, taking into account prevailing market conditions and forecasts of expected market conditions (which may or may not be realized), is subject to change without notice and is not a complete analysis of every material fact associated with a transaction. The information contained herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. Transactions involving derivative or other financial products may involve significant risk and you should not enter into any transaction unless you fully understand all such risks and have independently determined that such transaction is appropriate for you. Jefferies does not provide accounting, tax or legal advice; however, you should be aware that any proposed indicative transaction could have accounting, tax, legal or other implications that should be discussed with your advisors and or counsel. In addition, Jefferies and/or affiliates may have served as manager or co-manager of a public offering of securities by any such entity. Further information regarding this material may be obtained upon request.

Jefferies shall have no liability, contingent or otherwise, to the user or to third parties, or any responsibility whatsoever, for the correctness, quality, accuracy, timeliness, pricing, reliability, performance or completeness of the data or formulae provided herein or for any other aspect of the performance of these materials. In no event will Jefferies be liable for any special, indirect, incidental or consequential damages which may be incurred or experienced on account of the user using the data provided herein or these materials, even if Jefferies has been advised of the possibility of such damages. Jefferies will have no responsibility to inform the user of any difficulties experienced by Jefferies or third parties with respect to the use of the materials or to take any action in connection therewith.

As permitted by law, we may share information about you with other companies affiliated with Jefferies, that is, companies that are owned or controlled by Jefferies Group LLC. You may instruct us not to share information with our affiliates for certain purposes by contacting the sender of this presentation.

Jefferies LLC / October 22, 2021

Table of Contents

PAGE

Letter of Transmittal	1
Marketing and Distribution	2
Structure Ideas and District Experience	4

Appendix A
Fee Proposal

Appendix B
Jefferies’ Negotiated Special District Transactions

Appendix C
Marketing Considerations

Appendix D
Sunbridge Development Pictures

Appendix E
Client References

Appendix E
Jefferies’ Recent Investor Roadshow Presentations

LETTER OF TRANSMITTAL
October 22, 2021
Richard Levy, District Board Chair	200 S Orange Ave, Suite 1440 Orlando, FL 32801
Dear Richard:
On behalf of Jefferies LLC (“Jefferies” or the “Firm”), we are pleased to respond to Sunbridge Stewardship District’s (the “District”) Request for Proposals to serve as Senior Managing Underwriter for the District’s Special Assessment Bonds, Series 2022 (the “Bonds”). The Jefferies Team stands ready to serve and is dedicated to supporting the District by providing sound structuring and marketing strategies, an unwavering commitment to best-in-class investment banking services and unmatched capital markets execution.
Although Jefferies does not have the number of Florida special district financings as the other two underwriters responding to the District’s RFP, Jefferies possesses several unique and differentiating qualities which we believe make us the most qualified firm to serve as Senior Manager for the District’s proposed Series 2022 financing. Jefferies unique attributes are summarized below:
Jefferies is the largest full-service independent investment bank in the U.S. and is a global leader in providing insight, expertise, and execution to our issuer clients;
Jefferies is a top ten ranked municipal underwriting firm both nationally and in Florida;
Jefferies lead banker, Michael Baldwin has extensive Florida CDD and National real estate development bond financing experience, and even more importantly prior experience structuring and marketing other Tavistock related special districts since 2010 having served as lead banker on four Tavistock/Lake Nona related special district financings since 2010 having worked on Boggy Creek’s Series 2010 and 2013 financings, Greeneway’s Series 2013 financing and Myrtle Creek’s Series 2016 refinancing. As a result of his experience he’s knows first-hand the positive perception and influence Tavistock has with investors and our willingness to price the District’s Bonds at tighter spreads than comparable non-rated Florida CDDs residential based financings and charge lower fees;
Jefferies strong execution bolstered by a superior distribution platform. Few firms can deliver the richness of investor relationships offered by Jefferies. Our sales, distribution and underwriting capabilities are uniquely suited to deliver superior market execution to the District;
Jefferies has one of the largest dedicated municipal institutional sales forces on Wall Street with 13 salespeople who have an industry-wide reputation for the quality of investor relationships, particularly in high yield;
Jefferies extensive premarketing efforts marketing to as many investors as possible and not just a select few investors, combined with a Jefferies prepared Investor Roadshow presentation, will get investors quickly up to speed on the District’s offerings thereby creating competition and price tension among investors;
Jefferies ability and willingness to committing capital to underwrite unsold balances on behalf of its issuer clients in order to secure pricing execution. With $1.94 billion of excess net capital, Jefferies can underwrite a single issue for approximately $28 billion without any pre-sale orders from a regulatory perspective. We believe an underwriter’s ability and willingness to commit capital will not be lost upon the Tavistock development team as capital commitments were required with Boggy Creek’s Series 2010 financing and Boggy Creek’s and Greeneway’s 2013 financings.

We would be honored to serve the District as its underwriter on its proposed Series 2022 Bond financing and we are all personally invested in ensuring the District achieves the best financing execution possible. The Jefferies Team hopes to forge a long-term relationship with the District in order to ensure execution of the District’s long-term infrastructure needs. We look forward to working with you, other members of the Tavistock Development Team, and its Financial Advisor. We also encourage you to contact our client references included in Appendix E to attest to the level of service, expertise and proficiency provided by Jefferies. Please give us a call if you should have any questions or need additional information.
Sincerely,

Michael Baldwin, Senior Vice President	Aliraza Hassan, Vice President
: (407) 583-0864 : (407) 496-8745	: (407) 583-0854 : (407) 990-2488
: michael.baldwin@jefferies.com	: ahassan2@jefferies.com

MARKETING AND DISTRIBUTION (LIMIT TWO (2) PAGES)
Jefferies’ Underwriting Experience. Jefferies is the largest full-service independent investment bank in the U.S. and is a global leader in providing insight, expertise, and execution to our issuer clients. Headquartered in New York City, Jefferies has approximately 3,800 employees in over 30 cities worldwide and has operated as a client-focused firm since 1962. In addition to our focus on and growing presence in municipals, our full-service platform provides the complete range of investment banking, sales, trading, research, and strategy services across the spectrum of fixed income and equities.

Jefferies’ Underwriting Experience (2019 to Present)	
$Millions (# of Issues)	National	Florida	
Senior Manager	$55,400 (232)	$3,400 (15)	
Co-Manager	$134,600 (495)	$4,800 (22)	
Total	$190,000 (727)	$8,200 (37)	

Since January 2019, Jefferies has served as a senior manager on 232 financings nationally totaling $55.4 billion. Fifteen of those financings totaling over $3.4 billion were in Florida. During that same time period, Jefferies served as a co-manager on 495 issues totaling $134.6 billion, of which 22 of those were within Florida totaling $4.8 billion. A summary of our financing experience in provided in the adjacent table.
Jefferies’ Florida Special District Financing Experience. Jefferies’ strategic hire of Michael Baldwin has brought significant real-estate and special district expertise to the Firm. As a testament to Michael’s special district bond financing expertise, Jefferies has recently served or is currently serving as Senior/Sole Manager on a combined 12 special district transactions totaling over $1 billion in par for issuers in Florida and Colorado. Since January 2019, Jefferies has served on eight Florida special district transactions with a total par amount of $680 million. Please see Appendix B for a listing of Jefferies’ special district transactions since January 2019. Additionally, Michael has served as lead banker on 76 real estate- based financings totaling over $4 billion during his career. His broad knowledge of real-estate credits throughout the country and strong investor relationships will be instrumental for the District to help them achieve the lowest cost of capital for the proposed financing. Of relevance to the District, Michael has served as lead banker on four Tavistock/Lake Nona related special district financings since 2010 having worked on Boggy Creek’s Series 2010 and 2013 financings, Greeneway’s Series 2013 financing and Myrtle Creek’s Series 2016 refinancing. It’s also worth noting that Michael has been the investment banker to The Villages Florida, since 2009, which is a testament to the confidence the Developer of The Villages has in Michael’s lead banker capabilities. A list of Michael’s and Jefferies special district real estate-based financing experience since 2009 has been included in Appendix B.

Case Studies. To demonstrate our ability to successfully execute special district bond financings and deliver superior pricing results for our clients, provided below are some recent case studies of Jefferies’ Florida CDD financing experience.

VILLAGE COMMUNITY DEVELOPMENT DISTRICT No. 13
$77,500,000 Special Assessment Revenue Bonds, Series 2021
Jefferies’ Role: Senior Underwriter
Structuring. On October 13, 2021, Jefferies served as Senior Bookrunning Manager on the Village CDD No. 13’s Series 2021, Special Assessment Revenue Bond offering on the back of successfully pricing the District’s $83 million Series 2020 offering in September 2020. Jefferies recommended the initial Debt Service Reserve Fund requirement be sized at 50% of max annual debt service as opposed to 100%, thereby providing an additional $2 million in project fund proceeds. Jefferies was able to sell both of the Series 2020 and 2021 financing with a shorter 7 1/2-year optional call

Series 2021 Investors

provision at par as opposed to the standard 10-year call at par.
Marketing. Jefferies prepared an electronic slides-only Investor Netroadshow presentation that was viewed by 48 distinct investor accounts. The Jefferies banking team had numerous one-on-one calls with several high yield bond fund analysts of the who are active investors of the Villages’ bonds and real estate dirt bonds nationally.

$40
$30
$20
$10
$0
Term Yield

12.7x

11.0x	10.5x

7.4x

15.0x
10.0x
5.0x
0.0x

2026	2031	2036	2041	2052
1.80%	2.55%	2.85%	3.00%	3.25%

Subscription

Par

Series 2021 Subscription by Maturity ($millions)

Pricing. Jefferies was able to generate orders from 20 investors totaling

7.4x

Par Amount

Subscription

$677.7 million. Given the strong 8.7x overall oversubscription for the bonds, Jefferies lowered yields an additional 12.5 – 20 bps at repricing, increasing project fund proceeds available to the District by $1.3 million from preliminary levels. The District’s Series 2021 Bonds were priced at an All-In TIC of 3.175% – this is the lowest cost of capital to date achieved

for any non-rated Village CDD bond offering and we also believe it to

Note: All term bonds were priced at par.

be the lowest cost of capital achieved for any non-rated Florida CDD special assessment bond financing to date.

CELEBRATION POINTE COMMUNITY DEVELOPMENT DISTRICT No. 1
$23,280,000 Special Assessment Revenue Bonds, Series 2021
Jefferies’ Role: Sole Underwriter
On October 5, 2021, Jefferies served as Sole Manager on Celebration Pointe CDD No. 1’s Series 2021 offering. Jefferies prepared an electronic slides-only Investor Netroadshow presentation that was viewed by 24 distinct high yield investor accounts. The Jefferies banking team had 10 one-on-one calls with high yield bond fund analysts who are active investors of Florida Community Development District bonds and high yield bonds nationally.
Pricing. Jefferies was able to generate orders from six investors totaling $111.7 million – including two new investors to the Celebration Pointe Development with $36.3 million in orders. Given the strong 4.8x overall oversubscription for the bonds, Jefferies was able to lower yields an additional 12.5 bps at repricing, decreasing debt service by $20k annually through maturity. The District’s Series 2021 Bonds were priced at an All-In True Interest Cost of 3.90% – the lowest cost of capital to date achieved for any Celebration Pointe Development bond offering.
Jefferies’ Marketing Strategy and Distribution Capabilities. Our recommended marketing program for the District’s financing, as detailed in Appendix C, will include a multifaceted investor outreach program and dedicated resources to educate investors about the District’s proposed Series 2021 offering, including the posting of a roadshow presentation, combined with one-on-one investor calls, and potentially a site tour to the extent investors are willing to participate. A key objective of our outreach program will be to fully communicate the underlying credit strengths of the District’s offering to prospective investors by communicating: (i) Tavistock Group’s global reputation and business areas, (ii) Tavistock Land Company’s diverse development experience, financial strength, and creation and commitment to the growth of Lake Nona and Medical City, (iii) Tavistock Land Company’s experience with other residential based communities within Lake Nona, (iv) the current development status and future development plans and amenities associated with Sunbridge’s Del Webb and Weslyn Park communities, (v), lot sizing and product description offerings associated reputable national homebuilders (Del Webb, Pulte, Toll Brothers, Ashton Woods, David Weekly Homes and Craft Homes), and (vi) the terms, security features, and proposed assessments of the two separate sub- areas. Jefferies will use its investor outreach program including an online Roadshow presentation to educate investors on the credit strengths and attributes and as it relates to any questions related to the financing, to ensure as many investors are participating in the sale of the Series 2022 Bonds.
Broad Coverage of Institutional Accounts. The cornerstone of Jefferies’ high-yield distribution network is our institutional sales force. With 13 salespeople dedicated to the buying and selling of municipal securities, our team is among the largest on Wall Street. Our sales team is also among the most experienced, with an average of over 22 years of experience. Our team provides unparalleled access to a broad array of accounts, covering approximately 1,100 portfolios holding over $1 trillion in municipal assets. Jefferies can further leverage the networks and relationships of our 425-member global Fixed Income Group (sales, trading, research, and strategy), in combination with our municipal salesforce, to maximize investor outreach. Jefferies’ 155 sales professionals (one of the largest on Wall Street) cover over 2,200 clients globally and supplement our municipal outreach. This extensive coverage has allowed Jefferies to bring in new investors to many of our major clients and in line with our goal of introducing new investors to the District. For example, Jefferies introduced 9 new investors for the non-rated Village CDD No. 13’s $77.5 million Series 2021 Special Assessment Bond financing priced on October 13, 2021. Jefferies expects that institutional sales will be the major driver of the District’s financing success and as such, we will focus significant resources on distributing the District’s bonds to institutional investors. To penetrate every pocket of demand, the District will be best served by firms with the best, long-standing relationships with these institutions. Our knowledge of the value of high-yield credits in the market is evidenced by our secondary market support for high-yield and Florida issuers. By providing this liquidity for high yield bonds in the secondary market, Jefferies has gained a strong understanding of high yield-specific buyers and has ultimately expanded the buyer base for our clients—further reducing funding costs for issuers nationally. This commitment to the market, combined with the strength and Jefferies’ relationships with both high grade and high yield investors will allow us to effectively price the District’s bonds at the lowest price possible.
Jefferies’ Retail Coverage. Given the non-rated nature and suitability of the District’s offering, Jefferies would recommend it be sold to institutional investors only. We believe the lowest cost of capital can be achieved by marketing the District’s offering to as many institutional investors as possible and using our capital to underwrite any unsold bonds if need be to secure aggressive pricing execution. If the District’s goal is to sell a portion of the District’s offering to high net worth retail investors, Jefferies would be willing to discuss marketing it to retail further. Jefferies cover all the bases to attract retail demand by leveraging our three-tiered retail distribution platform that includes
(i) our Wealth Management Group (44 professionals across eight offices in the U.S., including Miami), (ii) our strong relationships with retail proxies (160+ most active accounts), and (iii) our retail alliance with InspereX, to create price tension in a structure and drive pricing levels tighter.

STRUCTURE IDEAS AND DISTRICT EXPERIENCE (LIMIT TWO (2) PAGES
Recommended Structure and Terms. The following discusses key structuring components for the District’s financing:

Indicative Pricing Levels as of October 22, 2021	
Year	MMD	Coupon	Yield	Spread	
2026	0.60%	2.100%	2.100%	+150 bps	
2031	1.24%	2.750%	2.750%	+151 bps	
2041	1.53%	3.125%	3.125%	+160 bps	
2051	1.73%	3.375%	3.375%	+165 bps	

Bond Structure and Pricing. Given the District’s desire to issue approximately $30 million to fund infrastructure within two different sub-areas and two separate assessment areas, Jefferies recommends the offering to be marketed and sold simultaneously with one offering memorandum. Marketing and selling the issue simultaneously and with one offering memorandum will not only reduce the costs of issuance, but it will
also attract more investors given the larger bond issue size. In order to take advantage of lower interest rates throughout the yield curve and satisfy investor’s maturity preferences, Jefferies would structure the issue with four term bonds maturing in 2026, 2031, 2041 and 2051. As can be seen in the table to the right, our proposed spreads are based on our experience with the
recent Village CDD No. 13 financing priced on October 13th that came at spreads to MMD ranging from +133 to +156 and other residential based Florida CDDs with a national homebuilder/developer being priced at spreads as tight as +173 to +180. we believe the appropriate spreads for the District’s Series 2022 Bonds should be slightly higher than the recent Villages Series 2021 financing given the positive aspects of Tavistock Land Company being the Developer (i.e. Tavistock’s global presence, Tavistock’s Land Company’s extensive development experience and its commitment to the growth and buildout of Lake Nona and the Sunbridge community), but tighter than a residential based Florida CDD issue with a national homebuilder/developer pricing. We do note that these levels are preliminary and based on current market conditions. Factors that could impact our proposed spreads include high yield fund flows, competing supply, Fed tapering and treasury market selloff, among others.
Optional Redemption. While most Florida CDDs are issued with a standard 10-year call option at par, Jefferies recommends the District’s proposed financings marketed with a shorter call option such as an 8-year call at par. Jefferies has priced both of its two Village CDD No. 13 Series 2020 and 2021 financings with a 7.5 year call option without a pricing penalty or investor pushback. We believe we are unique among underwriters in advocating for a shorter call option for its non-rated real estate-based development financings. Jefferies has extensive experience selling shorter 5-year call options on its Colorado Metropolitan District Limited Tax G.O. Bond financings, which are sold with a 5-year call at a 103% premium and declining to par in year 8. If the District and its Financial Advisor desire a shorter call option, Jefferies is open to premarketing and floating a shorter call option, to gauge investor feedback.
Extraordinary Mandatory Redemption Provision. The District’s special assessment bonds will be subject to extraordinary mandatory redemption from prepayments of the special assessments by landowners after the completion date of the project. We would be willing to explore the use of a premium bond pricing, such as a 4% coupon on the 30 year maturity, however, given the Dell Webb community is for retirees, there will be heightened concern that homeowners prepayments may be higher (similar to The Villages) and investor pushback may occur on that sub-series.
Reserve Account Requirement. Given the District’s residential based special assessment financing consisting of highly reputable national homebuilders (e.g. Del Webb, Pulte Toll Brothers, Ashton Woods, David Weekly Homes and Craft Homes), Jefferies would recommend initially funding the Reserve Account requirement from bond proceeds at a smaller 50% of maximum annual debt service (as opposed to 100%). Also, the Reserve Account would be reduced further upon satisfaction of certain release conditions (e.g. 100% of residential units sold and closed with homebuyers and no Event of Default under the Master Indenture has occurred), the Reserve Account Requirement shall be reduced to an amount equal to 25% or 10% of the maximum annual debt service. Smaller Reserve Account requirements for residential based Florida CDDs have become more common and accepted by investors over the past year. Jefferies marketed both the Village CDD No. 13 Series 2020 (October 2020) and 2021 (October 2021) Special Assessment Bond financings with a 50% of maximum annual debt service requirement with little or no pushback from investors.
Capitalized Interest Period. Typically, capitalized interest is initially funded from bond proceeds to cover interest payments during the construction period (up to 3 years). Capitalized interest also provides investors with additional comfort in the District's credit during the construction and home absorption period. Jefferies will work with the Developer and the District’s Financial Advisor on the appropriate amount of capitalized interest for the proposed financings.
Jefferies’ Approach to Underwriting. With a negotiated financing, the District benefits from the full capabilities of the senior manager in structuring, marketing and selling the bonds. As your senior manager, our ultimate goal is to work hard to deliver the most aggressive pricing possible. To achieve this goal, following Jefferies’ customized marketing process, we have a specific approach to reaching the tightest credit spreads:

Set Aggressive Initial Level. We begin the actual pricing process at levels that are aggressive in the context of (i) prevailing market conditions, (ii) historic levels, and (iii) secondary market levels – our goal is to start at an aggressively low cost of funds, but not so egregious a level as to initially put off investors and prevent them from taking a serious look at the bonds.
Build A Book/Create Price Tension. Leveraging anchor institutional orders, we strive to build a sizeable book that creates positive momentum and price tension in the structure.
Reprice and Underwrite. A strong order book permits us to take a second look at repricing based on demand. When demand does not materialize at market levels, we hold the line on pricing and underwrite bonds in the absence of orders.
Jefferies’ Pricing Thoughts and Issuance Timing. If the District desires to price its issue in December, Jefferies is committed to accomplishing that on behalf of the District. However, given the December new issue calendar combined with a short month (e.g. market shutting down around Friday, December 17), and the supply/demand dynamics (the “January effect”) in the municipal market, January often sets up strong technically for new issues. Below are a few data points for the supply and demand in January:
Supply – On average, January ranks 12th (vs other months) over the last 10 years (excluding 2017 which was an anomaly because of TCJA) – so it is typically the slowest issuance month of the year; December ranks 9th.

Month	Monthly Supply (Forecast)	Matured/ Maturing	Announced Calls (Forecast)	
Nov 2021	37.00	(26.30)	(8.75)	
Dec 2021	35.00	(32.56)	(9.50)	
Jan 2022	28.13	(18.75)	(4.71)	

Demand – Fund flows: January ranks #1 or #2 (vs. the other months) in 5 of the last 7 years (#1 in 3 of the last 4 years) in fund flows. Coupon payments: Jan/Jul coupons rank a close second behind Jun/Dec coupons. Maturing/Called bonds: rank 3rd and 4th, respectively, over the last 5 years.
To the right are Jefferies’ estimated forecasts (in $ billions) for November 2021 through January 2022 on gross supply vs. called bonds and maturing bonds. Additionally, December could see increased volatility due to the expiration of
Congress’ recent extension of the debt limit by $480 billion which is expected to extend funding until December 3rd.

Recent Examples of Underwriting Commitment ($MM)	
Issuer	Date	Par	Par U/W	%
U/W	
Triborough Bridge and Tunnel Auth. (MTA)	10/21	$164	$45	27.4	
North Sumter County Utility Dependent Dist.	9/21	$91	18	19.8	
Santa Monica Public Financing Auth.	7/21	65	$9	14.5	
Tennessee State School Bond Auth.	6/21	491	67	13.7	
Dormitory Authority of NY	6/21	32	27	84.4	
Aldine Independent School District	10/20	74	24	32.0	
Port of Houston Authority	7/20	249	51	20.4	
CIEDB (J. Paul Getty Trust)	3/20	117	70	59.8	

Jefferies’ Capital Base and Willingness to Commit its Capital. Jefferies has a longstanding, stable and highly liquid capital position, as evidenced by our status as one of only eight U.S.-based Primary Dealers to the Federal Reserve. As of 8/31/2021, Jefferies LLC as broker-dealer had $1.94 billion of excess net capital, allowing us as a regulatory matter to underwrite a single issue of approximately $28 billion without any pre-sale orders. Jefferies actively commits ongoing capital to supporting the municipal market. Jefferies trades between 8% and 10% of the secondary municipal market with an average daily trading volume of $180 million and an average daily inventory of approximately $1 billion. As a demonstration of Jefferies’ commitment to our clients, we routinely use our capital to assist our clients in achieving the lowest cost of capital by underwriting
balances to maintain fair pricing in transactions where there are unsold balances. Jefferies has underwritten sizeable balances (both in terms of the dollar amount underwritten and as a percentage of the overall transaction) on numerous recent offerings across sectors and during a variety of market environments. Jefferies recently senior managed a $90 million North Sumter County Utility Dependent District (a Villages FL related utility issuer) that priced on September 28th,
in which the Treasury market sold off on pricing day and investors chose to sit on the sidelines on the majority of new issues being priced that day. In order to secure pricing execution, Jefferies repriced the issue and underwrote approximately $18 million (20%) to support the issuer. Other recent examples of Jefferies’ willingness to commit capital as senior manager are summarized in the table to the right.
Proposed Underwriter’s Counsel. Jefferies proposes working with GrayRobinson, P.A. as Underwriter’s Counsel. However, based on discussions with the District we remain flexible as to our selection of Underwriter’s Counsel. Below we have provided contact for the proposed firm.

Firm Name	
	
Primary Contact Information	Brian Fender	: (813) 273-5000	: Brian.Fender@gray-robinson.com	

Appendix A
Fee Proposal

FEE PROPOSAL
$20,000,000*
Special Assessment Revenue Bonds, Series 2022

The table below sets forth a breakdown of our proposed underwriter’s discount and fees assuming a $20 million par amount for the Series 2022 financing. Given Tavistock’s global presence, financial strength and Tavistock’s Land Company’s reputation, broad and diverse development experience and its commitment to the growth and buildout of Lake Nona and the Sunbridge community, Jefferies proposes a lower takedown fee of $12.50/bond (1.25%) for the first $30 million in par amount and $10.00/bond (1.00%) for any amount in excess of the $30 million. We believe our fee proposal to be fair and reasonable and will help the District achieve the most effective offering of its bonds at the lowest cost of capital. Our lower fee proposal is also evidence of our strong desire to establish (or continue from Michael Baldwin’s perspective) a long-standing relationship with Tavistock Development Company and Jefferies becoming their go-to underwriter in any of their future special district financings (similar to Jefferies being The Villages underwriter and other master-planned community based clients). It is also worth noting that unlike our competitors who charge a flat 1.5% or 2% (excluding Underwriter’s Counsels fee), Jefferies lower fee proposal is comparable to its other real estate based special district financings it’s underwritten over the past two years.
As requested, the fee table also includes the total Underwriter’s Counsel Fee in the amount of $50,000. We note that this fee will be subject to negotiation with the District and Financial Advisor. We have included an estimate for the Online Roadshow Expense as we plan to utilize an internet investor roadshow to market the bonds to the broadest investor base. Out-of-Pocket Expenses are an estimate and subject to change.
We believe our compensation proposals are fair and reasonable and will help the District achieve the most effective offering of its bonds at the lowest cost of capital. As we do not wish for compensation to be the deciding factor in the District’s selection of its underwriter, we are willing to discuss our proposed fees further and are subject to negotiation if needed.

Proposed Underwriter’s Discount Fees	
Underwriter Discount Components	Cost in Dollars	(cost/$1,000)	
Takedown*	$250,000.00	$12.50000	
Management	-	-	
Expenses	57,518.11	2.87591	
Gross Spread	$307,518.11	$15.37591	
Expenses			
CUSIP	$413.00	$0.02065	
DTC	800.00	0.04000	
Fed Funds	273.51	0.01368	
MSRB	2,031.61	0.10158	
Travel & Misc	2,000.00	0.10000	
Underwriter’s Counsel	50,000.00	2.50000	
Other, specify	-	-	
Total Not-To-Exceed Expenses	$57,518.11	$2.87591	
*Jefferies will charge $12.50/bond for the first $30 million in par amount and $10.00/bond for any amount in excess of the $30 million.

Appendix B
Jefferies’ Negotiated Special District Transactions

Jefferies’ Special District Financings Since January 2019	

Sale Date	
Issuer	
Issue Description	Par Amount
($ MM)	
Role	Underlying Rating	Amount Undertn	
Mar 2022*	Village CDD No. 14	Special Assessment Revenue Bonds	$100.000*	SM	NR	N/A	
Jan 2022*	Aurora Highlands CAB	Ltd Tax Sup ATEC MD1 Snr Bonds	100.000*	Sole	NR	N/A	
Dec 2021*	Bay Laurel Center CDD	Special Assessment Revenue Bonds	100.000*	Sole	NR	N/A	
Nov 2021*	Dominion Water & San. District	Tap Fee Revenue and Ref Bonds	135.000*	Sole	NR	N/A	
Nov 2021*	Charlotte County IDA	Utility System Revenue Bonds	92.000*	Sole	NR	N/A	
10/19/2021	Wildwood Utility Dependent District	Utility Revenue Bonds (Villages)	174.745	SM	BBB+/BBB (S&P)	None	
10/13/2021	Village CDD No. 13	Special Assessment Revenue Bonds	77.500	SM	NR	None	
10/6/2021	Aerotropolis Regional Transp. Auth	Special Revenue Bonds	65.000	Sole	NR	None	
10/5/2021	Celebration Pointe CDD No. 1	Special Assessment Revenue Bonds	23.280	Sole	NR	None	
9/28/2021	North Sumter Cnty Util Dep District	Utility Revenue Bonds (Villages)	91.035	SM	A/A- (S&P)	$18	
9/22/2021	Rampart Range Met District No. 5	Ltd Tax GO and Special Rev Bonds	120.000	Sole	NR	None	
9/8/2021	South Dakota Ed Enhan. Fund Corp	Tobacco Settlement Revenue Bonds	54.370	Sole	NR	None	
8/31/2021	California Community Hsg Agcy	Essential Housing Revenue Bonds	277.540	Sole	NR	None	
8/17/2021	CMFA Special Finance Agcy VIII	Essential Housing Revenue Bonds	150.295	Sole	NR	None	
8/17/2021	Puerto Rico Aque & Sewer Auth	Revenue Refunding Bonds	1,655.01	SM	NR	None	
8/3/2021	CMFA Special Fin Agcy VII	Essential Housing Rev Bonds	216.885	Sole	NR	None	
7/15/2021	Villages at Castle Rock Met Dstr #6	Limited Tax GO Refunding Bonds	56.954	Sole	NR	None	
7/14/2021	California Community Hsg Agcy	Essential Housing Rev Bonds	211.580	Sole	NR	None	
6/24/2021	Northern Tobacco Sec Corp	Tobacco Settle Asset-Backed Bonds	187.825	SM	NR	None	
5/21/2021	Grand Forks Co-North Dakota	Solid Waste Disposal Fac Rev Bond	18.035	Sole	NR	None	
5/21/2021	Grand Forks Co-North Dakota	Solid Waste Disposal Fac Rev Bond	102.275	Sole	NR	None	
2/10/2021	No California Tobacco Sec Auth	Tobacco Settle Asset-Backed Bonds	230.706	SM	NR	None	
1/26/2021	Serratoga Falls Met District No. 3	Sub & Jnr Lien Ltd Tax GO Bonds	15.537	Sole	NR	None	
10/29/2020	2000 Holly Metropolitan District	Snr & Sub Limited Tax GO Bonds	5.112	Sole	NR	None	
10/27/2020	Sterling Ranch Comm Auth Board	Refunding & Improvement Bonds	40.000	Sole	NR	None	
10/9/2020	Michigan Finance Authority	Revenue Bonds	621.449	SM	NR	None	
9/22/2020	California Co Tobacco Sec Agency	Tobacco Settlement Bonds	66.636	SM	NR	None	
9/10/2020	Village CDD No. 13	Special Assessment Revenue Bonds	83.500	SM	NR	None	
8/19/2020	Belleview Village Met District	Limited Tax GO Bonds	3.470	Sole	NR	None	
6/2/2020	California Co Tobacco Sec Agency	Tobacco Settlement Bonds	349.584	SM	NR	None	
4/30/2020	Village CDD No. 8	Special Assessment Rev Ref Bonds	36.145	Sole	A (S&P)	None	
3/5/2020	California Earthquake Auth	Revenue Bonds	400.000	CM	NR	None	
2/25/2020	Buckeye Tobacco Settle Fin Au	Tobacco Settle Asset-Backed Bonds	5,352.196	SM	NR	None	
2/24/2020	Grand Forks Co-North Dakota	Solid Waste Disposal Fac Rev Bond	72.335	Sole	NR	None	
1/29/2020	Port of Beaumont Navigation Dt	Facility Revenue Bonds	79.060	CM	NR	None	
1/29/2020	Port of Beaumont Navigation Dt	Dock & Wharf Facility Rev Bonds	184.920	CM	NR	None	
10/31/2019	Massachusetts St College Bldg Au	Refunding Revenue Bonds	233.620	SM	NR	None	
10/30/2019	Fort Bend Co (Katy) ISD	Refunding Bonds	169.170	CM	NR	None	
10/29/2019	So California Tobacco Sec Auth	Tobacco Settlement Ref Bonds	405.964	SM	NR	None	

6/12/2019	Rhode Island Infrastructure Bank	Safe Drink Water Bonds	41.805	CM	NR	None	
5/21/2019	Inland Empire Tobacco Sec Auth	Tobacco Settlement Ref Bonds	100.000	SM	NR	None	
TOTAL:	$12,500.538		
*Preliminary; subject to change.

Michael Baldwin’s Select High Yield and Special District Financings Since 2009	
Sale Date	Issuer	Issue Description	Series	Par Amount
($ Millions)	
Mar 2022*	Village CDD No. 14, FL	Special Assessment Revenue Bonds	2022	$100.000*	
Jan 2021*	Aurora Highlands Comm Auth Board, CO	Ltd Tax Supp. ATEC MD1 Snr Bonds	2022	100.000*	
Dec 2021*	Bay Laurel CCDD, FL (On Top of the World)	Util Ref & Revenue Bonds	2021	100.000*	
Nov 2021*	Dominion Water & San District, CO	Tap Fee Revenue and Ref Bonds	2021	135.000*	
Nov 2021*	Charlotte Co IDA, FL (Babcock Ranch)	Utility System Revenue Bonds	2021	92.000*	
10/19/2021	Wildwood Utility Dep District, FL	Utility Revenue Bonds (Villages)	2021	174.745	
10/13/2021	Village CDD No. 13, FL	Special Assessment Revenue Bonds	2021	77.500	
10/06/2021	Aerotropolis Regional Transp. Auth, CO	Special Revenue Bonds	2021	65.000	
10/05/2021	Celebration Pointe CDD No. 1, FL	Special Assessment Revenue Bonds	2021	23.280	
09/28/2021	North Sumter Co Utility Dep. District, FL	Utility Revenue Bonds (Villages)	2021	91.035	
09/22/2021	Rampart Range Met District No. 5, CO	Ltd Tax GO and Special Rev Bonds	2021	117.700*	
07/15/2021	Villages at Castle Rock Met Dt #6, CO	Limited Tax GO Refunding Bonds	2021	56.954	
01/26/2021	Serratoga Falls Met District No. 3, CO	Sub & Jnr Lien Ltd Tax GO Bonds	2021	15.537	
10/29/2020	2000 Holly Metropolitan District, CO	Snr & Sub Limited Tax GO Bonds	2020AB	5.112	
10/27/2020	Sterling Ranch Comm Auth Board, CO	Snr & Sub Limited Tax GO Bonds	2020AB	40.000	
09/10/2020	Village CDD No. 13, FL	Special Assessment Revenue Bonds	2020	83.500	
08/19/2020	Belleview Village Met District, CO	Limited Tax GO Bonds	2020	3.470	
04/30/2020	Village CDD No. 8, FL	Special Assessment Rev Ref Bonds	2020	36.145	
03/27/2020	Dominion Water & San District, CO	Sub Limited Promissory Water Note	2020	5.000	
06/12/2019	Aerotropolis Reg Transp. Auth, CO	Special Revenue Bonds	2019	19.290	
12/14/2018	Town of Longboat Key, FL	Special Assessment Bonds (3 series)	2018AB	34.630	
09/13/2018	Painted Prairie Met District #2, CO	Limited Tax GO Bonds	2018	14.000	
08/29/2018	Prairie Farm Met District, CO	Limited Tax GO Bonds	2018	10.000	
08/27/2018	Aqua One CDD, FL	Capital Improvement Revenue Bonds	2018	20.080	
03/15/2018	Village CDD No. 12, FL	Special Assessment Revenue Bonds	2018	94.735	
03/14/2018	Villages at Castle Rock Met Dt #6, CO	Limited Tax Capital Apprec. Bonds	2007	41.124	
12/07/2017	Sterling Ranch Comm Auth Board, CO	Sub Ltd Tax Supp & Spec Rev Bonds	2017B	14.090	
12/07/2017	Sterling Ranch Comm Auth Board, CO	Limited Tax Supp & Spec Rev Bonds	2017A	75.030	
05/16/2017	Celebration Pointe CDD No. 1, FL	Special Assessment Revenue Bonds	2017	30.245	
4/13/2017	Village CDD No. 6, FL	Special Assessment Rev Ref Bonds	2017	29.295	
12/15/2016	Dominion Water & San District, CO	Tap Fee Revenue Bonds	2016	85.025	
11/04/2016	Sumter Landing CDD, FL	Taxable Snr & Sub Rec Rev Bonds	2016	351.805	
10/05/2016	Village CDD No. 12, FL	Special Assessment Revenue Bonds	2016	57.825	
09/09/2016	Myrtle Creek Improv. District, FL	Special Assessment Rev Ref Bonds	2016	19.810	
12/08/2015	Babcock Ranch Indep Spec District, FL	Special Assessment Revenue Bonds	2015	19.955	
09/25/2015	Sumter Landing CDD, FL	Taxable Rec Revenue Ref Bonds	2015	55.450	
04/02/2015	Village CDD No. 7, FL	Special Assessment Rev Ref Bonds	2015	61.080	
02/25/2015	City of Sunrise, FL (Sawgrass Mills Mall)	Special Assessment Revenue Bonds	2014	70.120	
12/08/2014	Celebration Pointe CDD No. 1, FL	Special Assessment Revenue Bonds	2014	33.730	
10/22/2014	Village CDD No. 11, FL	Special Assessment Revenue Bonds	2014	56.120	
09/25/2014	Village Center CDD, FL	Utility Revenue Refunding Bonds	2014AB	84.620	
09/25/2014	Village Center CDD, FL	Recreational Revenue Ref Bonds	2014	172.425	

04/22/2014	Midtown Miami CDD, FL	Special Assessment Rev & Ref Bonds	2014	91.845	
01/16/2014	Village CDD No. 10, FL	Special Assessment Revenue Bonds	2014	68.615	
04/19/2013	Boggy Creek Improvement. District, FL	Special Assessment Rev & Ref Bnds	2013	56.815	
04/19/2013	Greenway Improvement District, FL	Special Assessment Revenue Bnds	2013	55.750	
01/25/2013	Village CDD No. 5, FL	Special Assessment Rev Ref Bonds	2013	37.730	
12/19/2012	North Sumter Co Utility Dep. District, FL	Snr & Sub Solid Waste Rev Bds	2012	54.605	
12/14/2012	Village CDD No. 6, FL	Special Assessment Rev Ref Bonds	2012	46.245	
12/12/2012	Village CDD No. 10, FL	Special Assessment Revenue Bonds	2012	77.040	
01/20/2012	Village CDD No. 9, FL	Special Assessment Revenue Bonds	2012	53.770	
03/02/2011	Village CDD No. 9, FL	Special Assessment Revenue Bonds	2011	55.115	
12/28/2010	Boggy Creek Improvement District, FL	Special Assessment Revenue Bonds	2010	36.955	
11/30/2010	North Sumter Co Utility Dep. District, FL	Senior & Sub Utility Revenue Bonds	2010	176.015	
11/02/2010	Village CDD No. 4, FL	Special Assessment Rev Ref Bonds	2010	7.050	
07/14/2010	Village CDD No. 8, FL	Special Assessment Rev & Ref Bonds	2010	58.710	
12/07/2009	Village CDD No. 8, FL	Bond Anticipation Notes	2009	29.315	
(1) Preliminary, subject to change; Note: Current mandates highlighted in blue.

Appendix C
Marketing Considerations

Marketing Considerations. Jefferies has substantial experience and has been extremely successful marketing non-rated, complex transactions. Jefferies’ goal is to ensure that the District’s bonds are well-received in the marketplace, and to that end, we will reach out to the broadest range of investors, ultimately seeking to increase garner maximum demand and decrease the cost of funds for the District. Jefferies will use its investor outreach program to educate investors on the credit attributes and as it relates to any questions or concerns related to the terms and security features of the financing, to ensure as many investors are participating in the sale of the bonds. Highlighted below are the key components of the Marketing Plan that will ultimately lead to a successful bond offering for the District.
Strong Limited Offering Memorandum and Marketing Materials. A strong and well disclosed Preliminary Limited Offering Memorandum (PLOM) and marketing materials serve as the foundation for investors’ internal approval processes. Jefferies will work with the District to best describe the structure and highlight the key credit qualities to investors. To this end, Jefferies will leverage our Fixed Income Research Departments to provide credit strategies to maximize the credit rating and overall investor perception of the District’s credit.
Designing and Executing a Marketing Campaign. Designing and executing a well devised marketing plan is essential for a complex transaction. Key factors in the successes of recent high yield debt issuances has included maximizing account coverage, careful attention to structuring details of the issue and a strong commitment on the part of the underwriting team to an extensive, thorough marketing plan and commitment to secondary market-making. Jefferies, as bookrunner, will take the steps necessary to position this issuance to maximize exposure to all investor segments and will subsequently support the District’s bonds in the secondary market.
Deal Announcement Wire. Releasing a wire announcing the transaction prior to the release of the offering document will kick-off the marketing period and alert the market that the transaction is on the horizon.
Early Release of PLOM. In addition to early release of the wires, posting of the PLOM up to two weeks in advance of the schedule pricing date will give the market ample time to gather interest for the issuance – ensuring that all investors are prepared to evaluate and fully understand the District’s story.
Internet Roadshow. Posting an internet roadshow is a low-cost, efficient and effective strategy to communicate the structure of the credit to a broad set of investors. Jefferies will work closely with the District to craft the investor roadshow presentation deck to best position the credit, focusing on the underlying development plan. The Internet Roadshow presentation would provide an overview and description of the Del Webb and Weslyn Park residential communities (pictures included in Appendix D), and their current development status and future development plans, We note that posting the investor presentation at the same time as the PLOM allows potential investors to iron out their thoughts and potential concerns and will open the door to broader interest in participation in one-on-one investor calls. It also allows the banking and marketing team to monitor and track which investors are viewing the presentation, thus allowing us to be proactive in reaching out to the investors who have viewed the presentation to address any questions they may have, and conversely reach out to investors who haven’t viewed the presentation. Please see Appendix E for Jefferies’ recent investor presentations for the Village CDD No. 13 and Celebration Pointe CDD No. 1 Series 2021 transactions.
One-on-One Calls / Investor Conference Call/ Site Visit. Targeting investors for one-on-one calls and/or a site visit, or investor conference call as a follow-up to the online Roadshow presentation is an integral component of the marketing plan. An investor site tour, or drone video will allow the investor community to see the Del Webb and Weslyn Park residential communities in person or virtually, which will further promote the District’s offering. An investor conference call will also allow investors community to ask questions of stakeholders of the District’s offering. This will allow the District to target a more diverse group of investors simultaneously and then evaluate which investors to target for one-on-one discussions immediately prior to the sale of the bonds.
Responding to Investors During Pricing. As a transaction enters the market, members of Jefferies’ banking team and its Municipal Credit Strategy team will be available to address issues that arise on the investor side on the day of pricing.
Jefferies’ methodical and extensive outreach efforts has ensured that investors are well-informed of the structural nuances of every complex high yield transaction to achieve maximum investor receptivity. As shown on the following page, Jefferies’ structuring expertise combined with our time-tested marketing and distribution efforts achieved superior results for high yield transactions.

Sale Date	
Issuer	
Total Par
($mm)	
Online Roadshow	
# Unique Views	1x1 Investor Calls & Meetings	
# Calls & Meetings	Total
Institutional Orders ($mm)	Portion Generated by Outreach
Participants	
# New Investors	
Oct-21	Wildwood Utility Dep District	$174.7		58		18	$1,200	61%	14	
Oct-21	Village CDD No. 13	$77.5		62		15	$678	65%	9	
Oct-21	Celebration Pointe CDD #1	$23.3		40		7	$112	67%	2	
Sep-21	Rampart Range Met District #1	$120		64		20	$958	86%	29	
Oct-20	Sterling Ranch CAB	$40		20		10	$372	81%	11	
Sep-20	Village CDD No. 13	$83.5		42		20	$344	67%	6	
Feb-20	Buckeye Tobacco Settlement
Finance Authority	$5,352		420
(total)		18	$51,871	n/a	n/a	
Oct-19	San Diego County Tobacco	$406		215
(total)		8	$5,388	81%	53	
Apr-18	NJ Tobacco Settlement	$3,147		277
(total)		22	$26,558	79%	--	
Feb-18	PA Tobacco	$1,487		250
(total)		19	$19,004	73%	--	

Targeted Investors. Jefferies is very active in both the primary and secondary markets for municipal bonds across the credit spectrum. Based on our activity, we have unparalleled connectivity with buyers interested in more complex transactions and “storied” paper, and we will leverage this knowledge and these relationships to the benefit of the District. To achieve the most successful financing, we recommend that the District target both existing holders of Tavistock Development’s bonds, as well as new investors who are active buyers of real estate-based special district bonds including local financial institutions. The Tavistock Development’s existing holders are some of the major buyers of special district bonds and represent anchor buyers that we would target immediately. These investors, such as Franklin, Nuveen, T. Rowe Price, BlackRock, and American Century are positively disposed to the credit and will be interested in purchasing the District’s bonds. In addition to these targeted anchor buyers, Jefferies would target investors who hold comparable special district bonds such as Mackay Shields, GSAM, Lord Abbett, Putnam, and Prudential, but own little or none of the District’s paper. These investors should certainly be targeted through one-on-one investor calls leading up to pricing. Further, Millennium, Columbia, AllianceBernstein, and Belle Haven are not current holders of the District’s bonds but are currently active buyers in the marketplace with whom Jefferies has long-standing relationships. We would also target these investors through one-on-one calls/meetings. See below for a list of targeted investors that include Tavistock Development Company's Florida Improvement District Bondholders as well as investors that participated on Jefferies’ senior managed transactions for Village CDD No. 13.

Targeted Investors

Tavistock Development Company's Florida Improvement District Bondholders	

Investor	Boggy Creek Improvement
District	Greeneway Improvement
District	Myrtle Creek Improvement
District	
Total	
Franklin	-	$35,075,000	-	$35,075,000	
Nuveen	$30,895,000	1,495,000	-	32,390,000	
T. Rowe Price	9,560,000	-	-	9,560,000	
BlackRock	2,555,000	2,905,000	-	5,460,000	
Guggenheim	2,540,000	-	-	2,540,000	
PGIM	-	-	1,050,000	1,050,000	
American Century	-	-	995,000	995,000	
Aspiriant	820,000	-	-	820,000	
Pacific Insurance	-	-	675,000	675,000	
Total	$46,370,000	$39,475,000	$2,720,000	$88,565,000	

Jefferies’ Village Community Development District No. 13 Investors	
$83.5MM Series 2020 Investors
(11 Total   4.1x Oversubscribed)	$77.5MM Series 2021 Investors
(20 Total   8.7x Oversubscribed)	
Alliance Bernstein	Alliance Bernstein	
American Century	American Century	
Belle Haven	Bluefin Trading	
Franklin	Columbia	
GSAM	Deutsche	
Lord Abbett	First Trust	
Northern Trust	Franklin	
Prudential	GSAM	
Putnam	JPMIM	
Suncoast Equity	Liberty Mutual	
Wells Capital Management	Lord Abbett	
	Millennium	
	Nuveen	
	Old Orchard	
	Prudential	
	Putnam	
	Spring Lake	
	Vanguard	
	Wellington	
	Wells Capital Management	

Appendix D
Sunbridge Development Pictures

Sunbridge Del Webb Development Pictures

Weslyn Park Development Pictures

Developer and Homebuilder Logos

Appendix E
Client References

Client References. Jefferies is committed to providing quality service with the highest level of professional ethics. We are proud of our history of service to all our clients as evidenced by their willingness to continually hire us as senior managing underwriter for their transactions. We believe that a strong recommendation from a client is the most accurate indication of the level of service, expertise and proficiency. We encourage the District to contact the references provided below.

Special District Financing References

	Issuer: The Villages
984 Old Mill Run The Villages, FL 32162
Primary Contact: Mark Morse,
President and CEO
: (352) 753-6220
: mark.morse@thevillages.com	

	Issuer: Babcock Ranch (Kitson & Partners)
4500 PGA Blvd, Suite 400 Palm Beach Gardens, FL 33418 Primary Contact: Tom Hoban President and CEO
: (561) 624-4000
: thoban@kitsonpartners.com	

	Issuer: Celebration Pointe Community Development District No. 1
2579 SW 87th Drive Gainesville, FL 32608
Primary Contact: Svein Dyrkolbotn, Owner
Viking Companies
: (352) 333-9333
: svein@vikingcompanies.org	

 		Issuer: Sterling Ranch CAB/ Dominion Water and Sanitation District
8390 E. Crescent Parkway, Suite 600 Greenwood Village, CO 80111 Primary Contact: Brock Smethills
Sterling Ranch Development Company
: (303) 202-6800
: brocks@sterlingranchcolorado.com	

Appendix F
Jefferies’ Recent Investor Presentations

Investor Presentation

$78,760,000*
Village Community Development District No. 13 (City of Wildwood, Florida)
Special Assessment Revenue Bonds, Series 2021

* Preliminary, subject to change

Disclaimer

This Investor Presentation you are about to view is provided as of October 1, 2021 for a proposed offering of the Village Community Development District No. 13 (the “District”) Special Assessment Revenue Bonds, Series 2021 (the “Series 2021 Bonds”). If you are viewing this Investor Presentation after October 1, 2021, there may have been events that occurred subsequent to such date that would have a material adverse effect on the financial information that is presented herein, and neither the District nor Jefferies LLC (the “ Senior Underwriter”) have undertaken any obligation to update this presentation. All market prices, financial data and other information provided herein are not warranted as to completeness or accuracy and are subject to change without notice.

This Investor Presentation is provided for your information and convenience only. Any investment decisions regarding the Series 2021 Bonds should only be made after a careful review of the complete Preliminary Limited Offering Memorandum (“PLOM”). By accessing this Investor Presentation, you agree not to duplicate, copy, download, screen capture, electronically store or record this Investor Presentation, nor to produce, publish or distribute this Investor Presentation in any form whatsoever.

Certain statements included in this Investor Presentation constitute “forward-looking statements.” Such statements are generally identifiable by the terminology used, such as “plan,” “project,” “expect,” “estimate,” “budget,” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The District does not plan to issue any updates or revisions to those forward-looking statements if or when their expectations, or events, conditions or circumstances on which such statements are based, occur.

This Investor Presentation does not constitute a recommendation or an offer or solicitation for the purchase or sale of any security or other financial instrument, including the Series 2021 Bonds, or to adopt any investment strategy. Any offer or solicitation with respect to the Series 2021 Bonds will be made solely by means of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, which describe the actual terms of the Series 2021 Bonds. In no event shall the District or the Senior Underwriter be liable for any use by any party of, for any decision made or action taken by any party in reliance upon, or for any inaccuracies or errors in, or omissions from, the information contained herein and such information may not be relied upon by you in evaluating the merits of participating in any transaction mentioned herein. Neither the District nor the Senior Underwriter make any representations as to the legal, tax, credit or accounting treatment of any transactions mentioned herein, or any other effects such transactions may have on you and your affiliates or any other parties to such transactions and their respective affiliates. You should consult with your own advisors as to such matters and the consequences of the purchase and ownership of the Series 2021 Bonds. Nothing in these materials constitutes a commitment by the Senior Underwriter or any of their affiliates to enter into any transaction. No assurance can be given that any transaction mentioned herein could in fact be executed. Past performance is not indicative of future returns, which will vary. Transactions involving the Series 2021 Bonds may not be suitable for all investors. You should consult with your own advisors as to the suitability of the Series 2021 Bonds for your particular circumstances. Clients should contact their salesperson at, and execute transactions through, an entity of the Senior Underwriter qualified in their home jurisdiction unless governing law permits otherwise.

By viewing this Investor Presentation you acknowledge that you understand and agree to the above terms.

Financing Team and Table of Contents

Issuer:	

District Counsel:	

Co-Bond Counsel:	

Co-Bond Counsel:	

Municipal Advisor:	

Senior Underwriter:	

Underwriter’s Counsel:	

Transaction Summary

The Villages

Village CDD No. 13

The Series 2021 Bonds

Financing Schedule and Contact Information

Transaction Summary

Summary of Transaction Details

Village Community Development District No. 13 (City of Wildwood, Florida)	
Par	$78,760,000*	
Series	Special Assessment Revenue Bonds, Series 2021	
Tax Status	Tax-Exempt	
Ratings	Not Rated	

Use of Proceeds	Proceeds of the Series 2021 Bonds will be used to:
pay a portion of the costs of constructing and/or acquiring certain public infrastructure and other public improvements associated with the third phase (“Phase III”) of the residential development (the “Development”) planned for within the boundaries of the District (collectively, the “Series 2021 Project”);
pay capitalized interest on the Series 2021 Bonds through November 1, 2022;
fund the Series 2021 Reserve Account of the Reserve Fund for the Series 2021 Bonds in an amount equal to the Series 2021 Reserve Requirement; and
pay costs of issuance of the Series 2021 Bonds.	
Security	The Series 2021 Bonds are payable from and secured by the Series 2021 Pledged Revenues consisting of the revenues derived by the District from the Series 2021 Special Assessments as set forth in the Indenture.	

Reserve Fund	The Series 2021 Reserve Account will be initially funded at 50% of the maximum annual Debt Service Requirement for the Series 2021 Bonds and will be reduced to 25% of the maximum annual Debt Service Requirement upon 98% of planned homes receiving Certificates of Occupancy.	

Structure	$5,005,000* due May 1, 2026
$7,845,000* due May 1, 2031
$10,075,000* due May 1, 2036
$12,935,000* due May 1, 2041
$42,900,000* due May 1, 2052	
Optional Redemption	5/1/2029* @ 100%	

Extraordinary Redemption	Subject to extraordinary mandatory redemption prior to maturity by the District in whole on any date, or in part on any Interest Payment Date, and if in part on a pro rata basis calculated by the Issuer determined by the ratio of the Outstanding principal amount of each maturity of the Series 2021 Bonds treating for such purposes each mandatory sinking fund redemption amount as a maturity divided by the aggregate principal amount of Outstanding Series 2021 Bonds and as otherwise provided in the Indenture at a Redemption Price equal to 100% of the principal amount of the Series 2021 Bonds to be redeemed, without premium, plus interest accrued to the redemption date. (Please see “Extraordinary Mandatory Redemption” in the PLOM)	
Pricing Date	October 12, 2021*	
Closing Date	October 25, 2021*	
Senior Manager and Co-Mgr.	Jefferies and Citigroup	

The Villages

The Villages – Overview

“The Villages” is an active adult retirement community presently consisting of approximately 54,000 acres* located in northwest Central Florida, containing residential, commercial and recreational development, as well as significant open space and to-be developed areas
The Villages contains three main types of commercial developments: town centers, shopping centers, and neighborhood plazas
The Villages is a successful, mature development with over 40 years of sustained development activity
Annual home sales are projected at a rate of approximately 4,000 during the current calendar year (1)
Build-out is expected by 2045, with approximately 125,000 homes and a resident population of approximately 250,000, based on the anticipated build-out of the currently entitled portion of The Villages
According to data released by the United States Census Bureau in August 2021, The Villages experienced the highest percentage of population growth of any metropolitan area in the United States between 2010 and 2020
#1 Top-Selling Master-Planned Community in 2020 by RCLCO Real Estate Advisors
Builder magazine lists The Villages as 32nd in its 2021 list of the “Nation’s Top 100 Largest Homebuilders”
Professional Builder magazine lists The Villages as 38th in its 2021 list of “Housing Giants”
Within The Villages there are 19 special purpose districts consisting of: Villages CDDs No. 1 – 14, Sumter Landing CDD, Village Center CDD, Brownwood CDD, Wildwood Utility Dependent District and North Sumter County Utility Dependent District*

As of August 31, 2021, 2,808 homes have been sold in 2021.

The Villages – Interconnectivity

In order to better provide the residents of The Villages and others with access to its commercial and recreational amenities, The Villages Land Company, LLC (the “Developer”) recently completed:
Two new bridges over State Road 44 (Brownwood and Chitty Chatty);
One new bridge (Water Lily) over the Florida Turnpike; and
Recently started construction on a fourth bridge which will carry both vehicles and golf cars over the Florida Turnpike

These bridges make it possible to navigate The Villages community by golf cart from County Road 42 in Marion County in the north all the way south to Brownwood and now across State Road 44 and the Florida Turnpike into all of the new development occurring in The Villages

The Villages – Recreational Activities and Shopping

There are 16 shopping centers in The Villages and each are anchored by a national supermarket; typically includes in line tenant spaces and out parcels containing convenience store/gas stations, retail stores, professional offices, banks, restaurants and/or pharmacies
Each shopping center contains approximately 150,000 square feet
Three major Town Centers: Spanish Springs, Lake Sumter Landing, and Brownwood
Each town center contains approximately 500,000 square feet of office, retail, restaurants, theatres, recreation opportunities and a town square used for concerts and other entertainment
In addition to the town centers and shopping centers, there are 13 neighborhood plazas
Neighborhood plazas contain professional and medical offices, as well as financial services or government offices, approximately 50,000 square feet in size
The Villages has approval to construct an additional 9.5 million square feet of non- residential space
Significant recreational facilities are located throughout The Villages that are available to all residents of The Villages

Recreational facilities include over 50 golf venues (including various 9-, 18- and 27- hole golf courses, putt and play golf courses and pitch and putt golf courses) located on over 4,500 acres of land
There are also regional and neighborhood recreation centers (some of which include tennis courts and swimming pools) conveniently located throughout The Villages, as well as numerous parks, and other recreational amenities

The Villages – Active Lifestyle

  

The Villages – Location

The Villages is located in central Florida, approximately 55 miles northwest from Orlando and 24 miles south of Ocala

District 4
District 3

District 5
District 6

District 8

District 2
Village Center CDD District 1
Sumter Landing CDD

District 6
District 7
District 9

The Villages – Map of Villages CDD’s No. 1-14 and Others

Brownwood CDD	District 11
District 10
District 12	District 13

District 14

Source: The District	12

Village CDD No. 13

Village CDD No. 13 – Overview

The Village Community Development District No. 13 (the “District”) encompasses approximately 2,231.8 gross acres and is located entirely within the jurisdictional boundaries of the City of Wildwood, Florida (the “City”)

The District is an independent local unit of special-purpose government of the State of Florida created in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes (the “Act”), as amended, by ordinance, as same has been amended through the date hereof, initially enacted by the City on 6/11/2018
The residential development within the District (the “Development”) is being developed as part of The Villages
The Act provides legal authority for the District to finance the acquisition, construction, operation, and maintenance of the major infrastructure for community development
The District has adopted an improvement plan that describes certain public infrastructure and other public improvements required for the Development
The cost of the public and private infrastructure and facilities needed to serve the Development not funded by the Series 2019 Bonds, Series 2020 Bonds, Series 2021 Bonds or one or more series of Future Bonds will be funded by the Developer, South Sumter Utility Company, LLC, Wildwood Utility Dependent District, a dependent district of the City and Southeast Wildwood Water Conservation Authority, LLC, or with respect to certain Community-Wide improvements, another community development district established within The Villages
The District has the authority to assess District lands in the Development for maintenance and operation functions of the District
The District anticipates levying such assessments on the Phase III Benefitted Parcels, which are the assessable lands in Phase III of the Development in the District

Village CDD No. 13 – Development

The Development is expected to have 8,062 residential units (4,629 standard homes and 3,433 villas), which is subject to change, based on market and other conditions
The Development is being developed in three phases
Phase I: The portion of such improvement plan related to the first phase of the Development within the District (referred to as “Phase I”) is planned for 3,004 age-restricted residential units and is being funded, in part, with proceeds of the District’s $90,120,000 Special Assessment Revenue Bonds, Series 2019
As of July 31, 2021, in Phase I, 2,458 residential units have been sold to homebuyers, 189 residential units are under contract with homebuyers and 196 residential units are under construction
Phase II: The second phase of the Development (referred to as “Phase II”) is comprised of approximately 613.1 gross acres and expected to be developed with 2,654 age-restricted residential units. Phase II is being funded, in part, with proceeds of the District’s $83,500,000 Special Assessment Revenue Bonds, Series 2020
As of July 31, 2021, in Phase II, 48 residential units have been sold to homebuyers, 146 residential units are under contract with homebuyers and 977 residential units are under construction
Phase III: The third phase of the Development (referred to as “Phase III”), with respect to which the Series 2021 Special Assessments will be levied, is comprised of approximately 791.88 gross acres and expected to be developed with 2,404 age-restricted residential units (1,445 standard homes and 959 villas)

The Developer will build all residential units in Phase III of the Development and will also construct certain recreational amenities to serve residents in the Development and other portions of The Villages

Breakdown of Residential Units for Phase I, Phase II & Phase III	
	Phase I	Phase II	Phase III	
Gross Acres	826.8	613.1	791.88	
Residential Units				
Standard Homes	1,623	1,561	1,445	
Villas	1,381	1,093	959	
Total Residential Units	3,004	2,654	2,404	

Village CDD No. 13 – Board of Supervisors

The Act provides for a five-member Board of Supervisors (the “Board”) to serve as the governing body of the District
Members of the Board (“Supervisors”) must be residents of the State of Florida and citizens of the United States
Initially, the Supervisors are elected on an at-large basis by the owners of the property within the District
Ownership of land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number)
A Supervisor serves until expiration of his or her term and until his or her successor is chosen and qualified
If, during a term of office, a vacancy occurs, the remaining Supervisors shall fill the vacancy by an appointment of an interim Supervisor for the remainder of the unexpired term
At the initial election of Supervisors, the two Supervisors with the highest number of votes are elected to serve four-year terms and the remaining three Supervisors serve for two-year terms
The current Board consists of the following members, all of whom are employees of VLS, the Developer or their respective affiliates

Village CDD No. 13 Board of Directors	
Name	Title	Term Expiry	
Karen Crews	Chair	11/2024	
Brad Weber	Vice Chairman	11/2022	
Danny Graham	Supervisor	11/2022	
Bobby Gulati	Supervisor	11/2022	
Mike Hoopfer	Supervisor	11/2024	

Village CDD No. 13 – Location

Provided below is a map that identifies all phases of the District’s development

Source: Village Community Development District No. 13 – Phase III 2021 Bond Preliminary Engineer’s Report, July 30, 2021 Clymer Farner Barley, Inc.

Estimated Series 2021 Project Costs

Estimated Series 2021 Project Costs*	
Category	Amount*	
Community Wide Improvements		
Arterial and Collector Roads & Traffic Signalization	$1,353,478	
Arterial and Collector Road Drainage	180,591	
Multi-Use Paths, Bridges and Tunnels	787,475	
Landscaping & Irrigation	1,660,974	
Subtotal	$3,982,518	
Non-Community Wide Improvements		
Subdivision Roads	$10,871,781	
Subdivision Drainage	8,179,267	
Stormwater-Earthwork, Grading and Collection System	75,075,316	
Wetland & Wildlife Mitigation	703,968	
Landscaping & Irrigation	6,426,895	
Boundary Security Buffers/Walls & Fencing in Common Areas	4,363,921	
Project Entry Features	735,771	
Subtotal	$106,356,919	
Total	$110,339,438	
	
Approximate District Portion*	$71,000,000	
Developer Portion**	39,339,438	
Total	$110,339,438	

The District Engineer estimates that the cost of the Series 2021 Project is
$110,339,438*
Of this amount, the District will issue the Series 2021 Bonds to generate acquisition and/or construction funds of approximately $71,000,000* (excluding funds possibly released from the debt service reserve fund of the Series 2021 Bonds over time)

*Consists of preliminary District Eligible costs, which exceed District Funding. A portion of the Developer-Funded costs included herein may be acquired or reimbursed by the District as additional funding from other sources applicable under the Series 2021 Bonds.
**The District's portion of funding may vary based on the final terms of the District's Series 2021 Bonds.

Series 2021 Bonds Principal Assessment Allocation to Benefiting Properties
Subdivision: Standard (Residential)

Provided below is a table with the estimated bond principal assessment allocations per planned Standard (residential) subdivision units

Series 2021 Bonds Principal Assessment Allocation to Standard (Residential) Subdivision*	

Subdivision Standard (Residential)	
Net Assessable Acres	
Dwelling Units	
Principal Assessment per Subdivision / Area	
Principal Assessment per Dwelling Unit	
Unit 104	12.14	55	$2,130,831	$38,742	
Unit 105	36.74	159	6,448,659	40,558	
Unit 106	6.39	38	1,121,582	29,515	
Unit 110	28.12	126	4,935,664	39,172	
Unit 112	37.33	193	6,552,217	33,949	
Unit 115	12.71	61	2,230,878	36,572	
Unit 117	30.04	141	5,272,665	37,395	
Unit 118	7.31	28	1,283,062	45,824	
Unit 119	24.31	114	4,266,927	37,429	
Unit 120	13.59	63	2,385,337	37,862	
Unit 125	34.83	167	6,113,413	36,607	
Unit 126	7.34	46	1,288,328	28,007	
Unit 129	15.50	80	2,720,583	34,007	
Unit 131	8.21	49	1,441,031	29,409	
Unit 133	25.50	125	4,475,798	35,806	
Subtotal	300.06	1,445	$52,666,976		

Series 2021 Bonds Principal Assessment Allocation to Benefiting Properties
Subdivision: Villas (Residential)

Provided below is a table with the estimated bond principal assessment allocations per planned Villas (residential) subdivision units

Series 2021 Bonds Principal Assessment Allocation to Villas (Residential) Subdivision*	
Subdivision Villas (Residential)	Net Assessable Acres	
Dwelling Units	Principal Assessment per Subdivision / Area	
Principal Assessment per Dwelling Unit	
Unit 107	4.95	41	$868,831	$21,191	
Unit 108	5.78	44	1,014,514	23,057	
Unit 109	8.35	45	1,465,604	32,569	
Unit 111	6.83	38	1,198,812	31,548	
Unit 113	5.76	38	1,011,004	26,605	
Unit 114	9.93	86	1,742,928	20,267	
Unit 116	3.91	22	686,289	31,195	
Unit 121	5.61	47	984,676	20,951	
Unit 122	5.40	43	947,816	22,042	
Unit 123	9.34	43	1,639,371	38,125	
Unit 124	12.35	64	2,167,690	33,870	
Unit 127	7.93	58	1,391,885	23,998	
Unit 128	7.80	54	1,369,068	25,353	
Unit 130	4.96	35	870,587	24,874	
Unit 132	14.02	66	2,460,811	37,285	
Unit 134	5.00	32	877,607	27,425	
Unit 135	5.35	42	939,040	22,358	
Unit 136	8.24	69	1,446,297	20,961	
Unit 137	9.17	52	1,609,532	30,953	
Unit 142	7.98	40	1,400,661	35,017	
Subtotal	148.66	959	$26,093,024		

The Series 2021 Bonds

Security for the Series 2021 Bonds

The Series 2021 Bonds will be secured by (i) Series 2021 Pledged Revenues and (ii) Series 2021 Reserve Account

Pledged Revenues
Payment of the principal of, premium, if any, and interest on the Series 2021 Bonds is secured by a pledge of and a first lien upon the Series 2021 Pledged Revenues
The Series 2021 Pledged Revenues are defined in the Indenture to mean:
All revenues received by the District from Series 2021 Special Assessments levied and collected on the assessable lands within Phase III of the District Lands (also referred to herein as the “Phase III Benefitted Parcels”), including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2021 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2021 Special Assessments, and
All moneys on deposit in the Funds and Accounts established under the Indenture created and established with respect to or for the benefit of the Series 2021 Bonds.
The Indenture provides that Series 2021 Pledged Revenues shall not include:
any moneys transferred to the Series 2021 Rebate Account and investment earnings thereon,
moneys on deposit in the Series 2021 Costs of Issuance Account of the Acquisition and Construction Fund, and
”special assessments” levied and collected by the District under Section 190.022 of the Act for maintenance purposes or “maintenance assessments” levied and collected by the District under Section 190.021(3) of the Act.

Series 2021 Bonds – Estimated Sources and Uses and Annual Debt Service

SO U R CES AN D U SES* 

AN N U AL D EB T SER V I CE* 

Sources of Funds	
Par	$78,760,000	
Total Sources	$78,760,000	
	
Uses of Funds	
Project Fund	$71,000,000	
Series 2021 Reserve Fund	2,561,726	
Series 2021 Capitalized Interest Fund	3,938,000	
Cost of Issuance (1)	1,260,274	
Total Uses	$78,760,000	

Year	Principal	Interest	Total	
2022		$4,003,633	$4,003,633	
2023	$1,160,000	3,909,000	5,069,000	
2024	1,220,000	3,849,500	5,069,500	
2025	1,280,000	3,787,000	5,067,000	
2026	1,345,000	3,721,375	5,066,375	
2027	1,415,000	3,652,375	5,067,375	
2028	1,490,000	3,579,750	5,069,750	
2029	1,565,000	3,503,375	5,068,375	
2030	1,645,000	3,423,125	5,068,125	
2031	1,730,000	3,338,750	5,068,750	
2032	1,820,000	3,250,000	5,070,000	
2033	1,910,000	3,156,750	5,066,750	
2034	2,010,000	3,058,750	5,068,750	
2035	2,115,000	2,955,625	5,070,625	
2036	2,220,000	2,847,250	5,067,250	
2037	2,335,000	2,733,375	5,068,375	
2038	2,455,000	2,613,625	5,068,625	
2039	2,580,000	2,487,750	5,067,750	
2040	2,715,000	2,355,375	5,070,375	
2041	2,850,000	2,216,250	5,066,250	
2042	3,000,000	2,070,000	5,070,000	
2043	3,155,000	1,916,125	5,071,125	
2044	3,315,000	1,754,375	5,069,375	
2045	3,485,000	1,584,375	5,069,375	
2046	3,665,000	1,405,625	5,070,625	
2047	3,850,000	1,217,750	5,067,750	
2048	4,050,000	1,020,250	5,070,250	
2049	4,255,000	812,625	5,067,625	
2050	4,475,000	594,375	5,069,375	
2051	4,705,000	364,875	5,069,875	
2052	4,945,000	123,625	5,068,625	
Total	$78,760,000	$77,306,633	$156,066,633	

Includes Underwriter’s Discount.

Financing Schedule and Contact Information

Financing Schedule and Contact Information

September 2021	
Su	M	Tu	W	Th	F	Sa	
			1	2	3	4	
5	6	7	8	9	10	11	
12	13	14	15	16	17	18	
19	20	21	22	23	24	25	
26	27	28	29	30			

 
October 2021	
Su	M	Tu	W	Th	F	Sa	
					1	2	
3	4	5	6	7	8	9	
10	11	12	13	14	15	16	
17	18	19	20	21	22	23	
24	25	26	27	28	29	30	

Date	Event	
October 1, 2021	Post PLOM and Internet Roadshow	
October 12, 2021*	Pricing	
October 25, 2021*	Closing and Delivery	

Contact Information	
Firm	Name	Email	Phone	

	Michael Baldwin	michael.baldwin@Jefferies.com	: (407) 583-0864 : (407) 496-8745	
	Aliraza Hassan	ahassan2@Jefferies.com	: (407) 583-0853 : (407) 990-2488	

Investor Presentation

$23,935,000*
Celebration Pointe Community Development District No. 1 Special Assessment Revenue Bonds,
Series 2021

* Preliminary, subject to change

Disclaimer

This Investor Presentation you are about to view is provided as of September 20, 2021 for a proposed offering of the Celebration Pointe Community Development District No. 1 (the “District”) Special Assessment Revenue Bonds, Series 2021 (the “Series 2021 Bonds”). If you are viewing this Investor Presentation after September 20, 2021, there may have been events that occurred subsequent to such date that would have a material adverse effect on the financial information that is presented herein, and neither the District nor Jefferies LLC (the “Sole Underwriter”) have undertaken any obligation to update this presentation. All market prices, financial data and other information provided herein are not warranted as to completeness or accuracy and are subject to change without notice.

This Investor Presentation is provided for your information and convenience only. Any investment decisions regarding the Series 2021 Bonds should only be made after a careful review of the complete Preliminary Limited Offering Memorandum (“PLOM”). By accessing this Investor Presentation, you agree not to duplicate, copy, download, screen capture, electronically store or record this Investor Presentation, nor to produce, publish or distribute this Investor Presentation in any form whatsoever.

Certain statements included in this Investor Presentation constitute “forward-looking statements.” Such statements are generally identifiable by the terminology used, such as “plan,” “project,” “expect,” “estimate,” “budget,” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The District does not plan to issue any updates or revisions to those forward-looking statements if or when their expectations, or events, conditions or circumstances on which such statements are based, occur.

This Investor Presentation does not constitute a recommendation or an offer or solicitation for the purchase or sale of any security or other financial instrument, including the Series 2021 Bonds, or to adopt any investment strategy. Any offer or solicitation with respect to the Series 2021 Bonds will be made solely by means of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, which describe the actual terms of the Series 2021 Bonds. In no event shall the District or the Sole Underwriter be liable for any use by any party of, for any decision made or action taken by any party in reliance upon, or for any inaccuracies or errors in, or omissions from, the information contained herein and such information may not be relied upon by you in evaluating the merits of participating in any transaction mentioned herein. Neither the District nor the Sole Underwriter make any representations as to the legal, tax, credit or accounting treatment of any transactions mentioned herein, or any other effects such transactions may have on you and your affiliates or any other parties to such transactions and their respective affiliates. You should consult with your own advisors as to such matters and the consequences of the purchase and ownership of the Series 2021 Bonds. Nothing in these materials constitutes a commitment by the Sole Underwriter or any of their affiliates to enter into any transaction. No assurance can be given that any transaction mentioned herein could in fact be executed. Past performance is not indicative of future returns, which will vary. Transactions involving the Series 2021 Bonds may not be suitable for all investors. You should consult with your own advisors as to the suitability of the Series 2021 Bonds for your particular circumstances. Clients should contact their salesperson at, and execute transactions through, an entity of the Sole Underwriter qualified in their home jurisdiction unless governing law permits otherwise.

By viewing this Investor Presentation you acknowledge that you understand and agree to the above terms.

Financing Team and Table of Contents

Issuer:	

District Counsel:	

Bond Counsel:	

Municipal Advisor:	

Sole Underwriter:	

Underwriter’s Counsel:	

Transaction Summary

The District

The Development

The Series 2021 Bonds

Financing Schedule and Contact Information

Transaction Summary

Summary of Transaction Details

Celebration Pointe Community Development District No. 1 (Alachua County, Florida)	
Par*	$23,935,000	
Series	Special Assessment Revenue Bonds, Series 2021	
Tax Status	Tax-Exempt	
Ratings	Not Rated	

Use of Proceeds	Proceeds of the Series 2021 Bonds will be used to:
Pay the Costs of constructing and/or acquiring certain additional public infrastructure improvements within and without the District’s boundaries that are part of the CIP (collectively, the “2021 Project”);
Pay interest on the Series 2021 Bonds through May 1, 2024;
Fund the 2021 Reserve Account of the Reserve Fund for the Series 2021 Bonds in an amount equal to the 2021 Reserve Account Requirement; and
Pay costs of issuance of the Series 2021 Bonds.	

Security	The Series 2021 Bonds are payable from and secured by the 2021 Pledged Revenues and the 2021 Pledged Funds (collectively, the “2021 Trust Estate”). The 2021 Pledged Revenues consist of the revenues derived by the District from the 2021 Assessments. The 2021 Assessments are the non-ad valorem special assessments levied against the assessable property within the District specially benefited as a result of the 2021 Project (the “Benefitted Parcels”).	

Reserve Fund	The Indenture provides that the 2021 Reserve Account Requirement shall mean an amount equal to fifty percent (50%) of the maximum annual Debt Service Requirement for the Outstanding Series 2021 Bonds as of the time of any calculation.	

Structure*	$825,000 Term Bond due May 1, 2026;
$2,400,000 Term Bond due May 1, 2031;
$6,615,000 Term Bond due May 1, 2041;
$14,095,000 Term Bond due May 1, 2054	
Optional Redemption*	5/1/2031 @ 100%	

Extraordinary Redemption	The Series 2021 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Interest Payment Date, and if in part, on a pro rata basis calculated by the District determined by the ratio of the Outstanding principal amount of each maturity of the Series 2021 Bonds, treating for such purposes each Amortization Installment as a maturity, divided by the aggregate principal amount of Outstanding Series 2021 Bonds and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date (Please see “Extraordinary Mandatory Redemption” in the PLOM).	

The District

District Overview

The Celebration Pointe Community Development District No. 1 (the “District”) is a local unit of special-purpose government of the State of Florida, created pursuant to the Act (the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended), by ordinance of Alachua County, Florida (the “County”) effective December 26, 2012, as amended

The mixed-use project known as “Celebration Pointe” (the “Development”) is located within the boundaries of the District, with approximately 11.51 acres of the Development (the “Additional Acreage”) being located outside the boundaries of the District
The District owns, operates and maintains certain public improvements and public right-of-way included in the 2014 Project and 2017 Project and anticipates that it will own, operate and maintain certain completed public improvements included in the 2021 Project financed by the Series 2021 Bonds

The District has issued its Special Assessment Revenue Bonds, Series 2014, which are currently outstanding in the principal amount of $29,175,000 and its Special Assessment Revenue Bonds, Series 2017, which are currently outstanding in the principal amount of $27,415,000
Proceeds of the 2014 Bonds and the 2017 Bonds were used to pay the Costs of the 2014 Project and 2017 Project, which are comprised of certain public portions of the Capital Improvement Plan (“CIP”)

Additional completed and remaining to be completed portions of the public improvements included in the CIP, referred to as the “2021 Project,” will be financed by proceeds of the Series 2021 Bonds
The Master Developer in the Development is Celebration Pointe Holdings, LLC, a Florida limited liability company (the “Master Developer”)

Location

The lands governed by the District are in the unincorporated portion of the County and currently encompass approximately 237.52 gross acres, located approximately 114 miles north of the cities of Orlando and Tampa, Florida

Board of Supervisors

 The Act provides for a five-member Board of Supervisors (the “Board”) to serve as the governing body of the District
 Members of the Board (“Supervisors”) must be residents of the State of Florida and citizens of the United States
 Initially, the Supervisors are elected on an at-large basis by the owners of the property within the District
–	Ownership of land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number)
–	A Supervisor serves until expiration of his or her term and until his or her successor is chosen and qualified
–	If, during a term of office, a vacancy occurs, the remaining Supervisors shall fill the vacancy by an appointment of an interim Supervisor for the remainder of the unexpired term
 The current Board consists of the following members:

District Board of Supervisors	
Name	Title	Term Expiry	
Madeline Da Silva*	Chairperson	11/2021	
Dave Stockman*	Vice Chairperson	11/2023	
Jonathan Paul*	Assistant Secretary	11/2021	
Heather Williams Dyrkolbotn**	Assistant Secretary	11/2021	
Troy Ely*	Assistant Secretary	11/2023	

*Employee of the Master Developer or its Affiliates.
**Spouse of sole member of entity serving as manager of the Master Developer and a member of the Development Manager.

Aerial View

Downtown Gainesville

Ocala 30 miles

5 miles

Phase 2 MXD Open 2023

1

Source: The District.

The Development

Development Overview

The Development is approximately four (4) miles east of the downtown portion of the City of Gainesville, Florida (the “City”) and seven (7) miles east of the Gainesville Regional Airport
The Development is the first “transit oriented development” approved pursuant to the County’s Mobility Plan and is planned to provide a compact and walkable live, work and play environment linked by bicycle and pedestrian paths and by bus transit to areas within the City
The Development is surrounded by existing residential development and certain retail centers, including the 140- store Oaks Mall regional shopping center and Butler Plaza, an approximately 1.7 million sqft power center

The Development is also situated within proximity to an existing cluster of regional health care facilities which include North Florida Regional Medical Center, University of Florida Health (also known as Shands Hospital) and the Malcolm Randall Veterans Medical Center
The Development is planning expansions and construction including the following:

n

up to 13

Parking Garage (P1) which has a total cost of $14 million, of which $8.4 millio will be funded by the 2021 Bonds
A County-owned Events Center, a 142,389 sqft facility housing an indoor track,

regulation size indoor basketball courts, 21 indoor volleyball courts, baseball batting cages, a spring floor for cheer and gymnastics, a training and fitness room, concession stands and space for trade shows and conferences. The facility is expected to open in Jan 2023.

acre

A possible 20,000 sqft expansion to an already-constructed 82,000 Bass Pro Shops location
A possible four-screen expansion to an existing Regal Cinemas, which currently operates 10 screens
Promenade Phase 2, which is anticipated to be anchored by the planned approximately 142,389 sqft Events Center and to also have approximately 84,445 sqft of street level retail uses
Potential expansions to Technology Park, a 10.51-acre site for office, service retail, and hospitality uses

Site Plan

The District has adopted a Capital Improvement Plan (“CIP”) for the construction, acquisition and installation of a portion of the infrastructure and related facilities and transportation-related right of way acquisitions needed to serve the Development
The CIP includes roads and transportation-related improvements (including related right-of-way acquisitions), a master stormwater system, a potable water distribution and sanitary sewer collection system, electrical conduits, landscaping, lighting, irrigation, tree mitigation, parking and parking garages
The total cost of the CIP is approximately $139,625,861
The Engineer’s Report indicates that the CIP is expected to be complete during the 2022 calendar year

CIP Costs and Funding Mechanisms	
CIP Funding Sources	Estimated Cost	Bond Issuance (Par)	Spent To Date	Remaining	
District Series 2014 Bonds	$26,455,510	$33,730,000	$26,455,510	$0	
2014 SIB Loan	$12,000,000		$12,000,000	$0	
District Series 2017 Bonds	$25,155,275	$30,245,000	$25,155,275	$0	
2017 SIB Loan	$15,000,000		$15,000,000	$0	
District Series 2021 Bonds	$20,502,822	$23,935,000*	$0	$20,502,822	
Developer Funding	$40,512,254		$34,912,254	$5,600,000	
Overall District CIP	$139,625,861	$87,910,000*	$113,523,039	$26,102,822	

Preliminary, subject to change.

Revised District Land Use Plan	
Description	SQFT/Units	Units	
Developed Commercial	
Bass Pro Shops (Retail) (1)	82,000	82.0	
Regal Cinemas (Retail) (1)	51,588	51.6	
Info Tech (Office) (1)	65,000	65.0	
Hotel Indigo (Rooms)	140	140.0	
Phase 1 Retail (Promenade) + 5001 Retail + Millers Ale House (MAH) (1)	87,824	87.8	
The Shops (1)	40,409	40.4	
The Commons PH 1 Retail (existing) (1)	17,399	17.4	
Office Space (Bldg 5001) (1)	64,203	64.2	
Subtotal, Developed Commercial	408,563	548.4	
Developed Residential	
The Vue (units)	107	107.0	
City Place - Phase 1A (units)	220	220.0	
Subtotal, Developed Residential	327	327.0	
Future Commercial	
Phase 1 Retail (Promenade)* (1)	37,500	37.5	
Phase 2 Retail (Promenade) (1)	84,455	84.5	
Bass Pro (future commercial expansion) (1)	20,000	20.0	
Regal (future expansion 4 screens)	20,000	20.0	
The Commons PH 2 (future development) (1)	68,607	68.6	
Office Pad 3 (1)**	49,980	50.0	
Events Center & Grand Hall* (County-Owned) (1)	142,389	142.4	
Subtotal, Future Commercial	422,931	422.9	
Future Residential	
City Place - Phase 1B	86	86.0	
City Place - Phase 1B Lower Density Apts	76	76.0	
Senior Living	166	166.0	
Liner Units (around planned Parking Garages P1 & Existing P2)	50	50.0	
Office Pads, 2, 4 & 5**	210	210.0	
Promenade PH 2 (Bldg 100-200-300-400 Residential)	363	363.0	
Subtotal, Future Residential	951	951.0	
	
Grand Total		2,249.4	
Disclaimer: The information in the table above is based on the current Development Plan, which is subject to change with respect to future portions of the Development Plan.
(1) Each unit equals 1,000 square feet of space; *Phase 1 Retail (Promenade) SQFT anticipates the development of 20,000 sqft of retail adjacent to P2, 600B, 600C & R2; **Current land use is office; however, the Master Developer is evaluating development of residential units on these pads

Value-to-Lien Summary (as of March 31, 2021)	
Category	Market Value (1)	Acres (5)	SQFT or Units or Acres	Total Lien
(Series 2014, 2017 & 2021)*	Value-to-Lien	
Retail (sqft)	$34,185,819	27.91	279,220	$9,903,305		
Office (sqft)	$17,321,206	2.56	129,203	$3,866,040		
Hotel (units)	$9,351,000	1.07	140	$4,965,485		
Residential Vertical (units)	$2,112,101	0.16	5	$122,223		
Residential Platted (units) (2)	$34,004,826	7.06	322	$11,332,431		
Parking Garage P2 (3)(6)	$10,435,897	2.12	-	$2,329,155		
Developed	$130,608,129	40.87	-	$32,518,640	4.0	
Undeveloped	$27,497,911	196.65	197	$48,006,360	0.4	
Total	$158,106,040	237.52		$80,525,000	1.8	
	
Value-to-Lien Summary (Through December 31, 2022)	
Category	Market Value (1)(4)	Acres (5)	SQFT or Units or Acres	Total Lien
(Series 2014, 2017 & 2021)*	Value-to-Lien	
Retail (sqft)	$44,227,740	35.05	350,718	$12,439,179		
Office (sqft)	$17,840,842	2.56	129,203	$3,866,040		
Hotel (units)	$9,631,530	1.07	140	$4,965,485		
Residential Vertical (units)	$10,877,320	0.78	25	$611,117		
Residential Platted (units) (2)	$63,632,323	12.82	585	$20,588,423		
Events Center (sqft) (3)	$0	3.02	142,389	$0		
Parking Garage P2 (3)(6)	$0	2.35	-	$0		
Parking Garage P2 (3)(6)	$10,153,846	2.12	-	$2,329,155		
Developed	$156,363,601	59.77		$44,799,398	3.5	
Undeveloped	$25,600,031	177.75	178	$35,725,602	0.5	
Total	$181,963,632	237.52		$80,525,000	2.1	
Source: Assessment Methodology Report – Appendix E of the PLOM.
Disclaimer: The information in the table above is based on the current Development Plan, which is subject to change with respect to future portions of the Development Plan.
Total Lien Amount is based on the remaining par amounts of the Series 2014 Bonds and Series 2017 Bonds and estimated par amounts of Series 2021 Bonds
Alachua County Property Appraiser (March 2021); (2) Value of platted pads estimated at 25% of the home lot package - home lot package value estimated at $422,420 via March 2021 Alachua County Property Appraiser data; (3) Construction values provided by Master Developer (P2 - $11 million, P1 - est. $14 million, Events Center - $35,975,000); (4) December 31, 2022 market values include 3% inflation;

The Series 2021 Bonds

Purpose and Current Outstanding Debt

The Series 2021 Bonds are being issued to:
Pay the Costs of constructing and/or acquiring certain public infrastructure improvements within and without the District’s boundaries (collectively, the “2021 Project”) that are part of the capital improvement program serving the portion of the Development within the District’s boundaries;
Pay interest on the Series 2021 Bonds through May 1, 2024;
Fund the 2021 Reserve Account of the Reserve Fund for the Series 2021 Bonds in an amount equal to the initial 2021 Reserve Account Requirement; and
Pay costs of issuance of the Series 2021 Bonds

Current Outstanding Debt of the District	
Obligation	Par Outstanding	Call Date	Maturities Outstanding	Weighted Avg. Coupon	
Special Assessment Revenue Bonds, Series 2014	$29,175,000	5/1/2024 @ 100%	Terms due May 1,
2024, 2034 & 2045	5.09%	
Special Assessment Revenue Bonds, Series 2017	$27,415,000	5/1/2027 @ 100%	Terms due May 1,
2022, 2032 & 2048	5.00%	
Total	$56,590,000			5.05%	

Note: The Benefitted Parcels that will be subject to the 2021 Assessments are the same lands that are subject to the Special Assessments levied by the District in connection with the District’s Special Assessment Revenue Bonds, Series 2014 and Special Assessment Revenue Bonds, Series 2017.

Security for the Series 2021 Bonds

The Series 2021 Bonds will be secured by the (i) 2021 Pledged Revenues and 2021 Pledged Funds (collectively, the “2021 Trust Estate”) and (ii) Reserve Account

Pledged Revenues
The 2021 Pledged Revenues consist of the revenues derived by the District from the 2021 Assessments. The 2021 Assessments are the non-ad valorem special assessments levied against the assessable property within the District specially benefited as a result of the 2021 Project (the “Benefitted Parcels”).

Pledged Funds
The 2021 Pledged Funds consist of all moneys on deposit in the Funds and Accounts created under the Indenture in respect of the Series 2021 Bonds, including earnings thereon, but excluding amounts on deposit in the 2021 Rebate Account and the 2021 Costs of Issuance Account

Reserve Account
The 2021 Reserve Account will, at the time of delivery of the Series 2021 Bonds, be funded from a portion of the proceeds of the Series 2021 Bonds in an amount equal to the initial 2021 Reserve Account Requirement for the Series 2021 Bonds
–	The Indenture provides that the 2021 Reserve Account Requirement shall mean an amount equal to fifty percent (50%) of the maximum annual Debt Service Requirement for the Outstanding Series 2021 Bonds as of the time of any calculation

Series 2021 Bonds – Estimated Sources and Uses and Annual Debt Service

SO U R CES AN D U SES* 

AN N U AL D EB T SER V I CE 

Sources of Funds	
Par Amount	$23,935,000.00	
Total Sources of Funds	$23,935,000.00	
	
Uses of Funds	
Deposit to General Subaccount of 2021 Acquisition and Construction Account (1)	$19,791,853.00	
Deposit to Reserve Account	706,862.50	
Deposit to Interest Fund (2)	2,616,560.90	
Costs of Issuance (3)	819,723.60	
Total Uses of Funds	$23,935,000.00	

Period Ending	2014 Bonds	2017 Bonds	2021 Bonds*	Period Total*	
2022	$1,362,909.38	$1,407,410.38		$2,770,319.76	
2023	2,105,500.01	2,150,366.01	$1,104,832.95	5,360,698.97	
2024	2,104,150.01	2,149,381.01	1,017,237.50	5,270,768.52	
2025	2,106,256.26	2,151,853.26	1,017,237.50	5,275,347.02	
2026	2,105,768.76	2,151,730.76	1,413,631.25	5,671,130.77	
2027	2,107,518.76	2,153,845.76	1,411,100.00	5,672,464.52	
2028	2,107,268.76	2,153,960.76	1,412,825.00	5,674,054.52	
2029	2,105,018.76	2,152,076.76	1,413,700.00	5,670,795.52	
2030	2,105,643.76	2,153,066.76	1,413,725.00	5,672,435.52	
2031	2,104,018.76	2,151,806.76	1,412,900.00	5,668,725.52	
2032	2,105,018.76	2,153,171.76	1,411,225.00	5,669,415.52	
2033	2,108,393.76	2,156,912.76	1,413,593.75	5,678,900.27	
2034	2,104,143.76	2,153,027.76	1,410,006.25	5,667,177.77	
2035	2,107,143.76	2,156,392.76	1,410,462.50	5,673,999.02	
2036	2,106,375.01	2,155,989.01	1,409,856.25	5,672,220.27	
2037	2,106,671.88	2,156,651.88	1,413,081.25	5,676,405.01	
2038	2,103,637.50	2,153,982.50	1,410,137.50	5,667,757.50	
2039	2,107,015.63	2,157,725.63	1,411,025.00	5,675,766.26	
2040	2,106,550.01	2,157,625.01	1,410,637.50	5,674,812.52	
2041	2,107,112.51	2,158,553.51	1,408,975.00	5,674,641.02	
2042	2,108,446.88	2,160,252.88	1,410,931.25	5,679,631.01	
2043	2,105,425.00	2,157,596.00	1,411,400.00	5,674,421.00	
2044	2,107,790.63	2,160,326.63	1,410,381.25	5,678,498.51	
2045	2,105,287.51	2,158,189.51	1,412,768.75	5,676,245.77	
2046	2,107,659.38	2,160,926.38	1,413,456.25	5,682,042.01	
2047		53,632.00	1,412,443.75	1,466,075.75	
2048		53,997.00	1,409,731.25	1,463,728.25	
2049		54,363.00	1,410,212.50	1,464,575.50	
2050			1,408,781.25	1,408,781.25	
2051			1,410,331.25	1,410,331.25	
2052			1,409,756.25	1,409,756.25	
2053			1,411,950.00	1,411,950.00	
2054			1,411,806.25	1,411,806.25	
Total	$51,910,725.20	$53,294,814.20	$45,479,464.20	$150,685,003.60	

The Equity Subaccount of the 2021 Acquisition and Construction Account will be funded on the date of issuance of the 2021 Bonds in the amount of $5.6 million, from amounts provided by the Master Developer and/or its Affiliates with respect to the costs of Parking Garage and amounts representing prepayments of Special Assessments with respect to the Prepaid Parcels and the Parking Garage.
Capitalized interest through May 1, 2024.
Includes Underwriter’s Discount.

* Preliminary, subject to change

Financing Schedule and Contact Information

Financing Schedule and Contact Information

September 2021	
S	M	T	W	T	F	S	
			1	2	3	4	
5	6	7	8	9	10	11	
12	13	14	15	16	17	18	
19	20	21	22	23	24	25	
26	27	28	29	30			

 	
October 2021	
S	M	T	W	T	F	S	
					1	2	
3	4	5	6	7	8	9	
10	11	12	13	14	15	16	
17	18	19	20	21	22	23	
24	25	26	27	28	29	30	
31							

Date	Event	
September 20, 2021	Post PLOM and Internet Roadshow	
Week of September 27, 2021*	Pricing	
October 5, 2021*	Closing and Delivery	

Contact Information	
Firm	Name	Email	Phone	

	Michael Baldwin	michael.baldwin@Jefferies.com	: (407) 583-0864 : (407) 496-8745	
	Aliraza Hassan	ahassan2@Jefferies.com	: (407) 583-0853 : (407) 990-2488	

.

Preliminary, subject to change	26

Sunbridge Stewardship District

MBS Capital Markets, LLC

Sunbridge Stewardship District
Special Assessment Revenue Bonds, Series 2022 Request for Proposals

October 22, 2021

To:	Richard Levy, Sunbridge Stewardship District Brent Wilder, PFM Financial Advisors, LLC Kevin Plenzer, PFM Financial Advisors, LLC
Letter of Transmittal

MBS Capital Markets, LLC (“MBS”) is pleased to respond to the request for proposal to provide underwriting services for the Sunbridge Stewardship District (the “District”) on its inaugural issuance of special assessment bonds. The MBS professionals are recognized as innovators and experts in special tax district financings and will provide unparalleled experience and dedication of firm resources to the District’s inaugural issuance.
Given our early involvement in land-secured financings, the professionals of MBS are credited with developing the market for non-rated special tax district bonds for Florida. Over the span of their careers, the professionals of MBS have served as lead bankers on the issuance of $15 billion of tax-exempt bonds for 400 special tax districts in 1,000 separate transactions. Simply put, special tax district finance is not part of what we do, it is what we do.
Perhaps of most importance is the team of MBS professionals dedicated specifically to the special tax district space. MBS employs six (6) bankers dedicated solely to Florida special tax district finance, more than any other firm, all with extensive special tax district banking, financial advisory and/or related special tax district experience. Thus, MBS provides an unrivaled and comprehensive understanding of all aspects of special tax district finance and Florida real estate development. Armed with this knowledge and experience, MBS is able to differentiate itself from the traditional role of an underwriter (i.e., simply marketing and selling bonds) thereby adding value and committing itself from the time of initial credit analysis through bond sale and beyond. As we have demonstrated to the Tavistock team over the past several years with utility related matters, our firm does not just show up to sell bonds. MBS commits to provide an experienced and dedicated banking team that will provide the District our structuring creativity and an unmatched level of service, all of which will ensure the District is able to access the market with the most creative structure at the lowest cost of borrowing and the most advantageous terms.

Brett Sealy, Managing Partner in our Winter Park, Florida office, will have over-all account responsibility and serve as the District’s senior day-to-day banker. Mr. Sealy will be joined by Sara Zare, Director, and further supported by other MBS professionals that will be integral members in seeing the proposed District financing to completion. The primary MBS bankers commit to attend in-person every District board meeting, as we often do for our stewardship district clients.
Further, having undertaken more than 1,000 separate transactions, the MBS team has long-term relationships with the high-yield institutional land-secured lender base as well as our alternative lender base, including ultra-high net worth family offices and high net worth retail investors. Our finely-tuned distribution and marketing strategy developed over many years of marketing and selling special tax district bonds has allowed us to clear the market on all of the transactions MBS has undertaken. And of significance, we have the ability to confidently commit capital at the partner level and have demonstrated our willingness to do so on a number of transactions we have underwritten.
Thank you for the opportunity to submit our qualifications. We stand ready to be a long-term banking partner to the District, adding value from its inaugural financing to its last.
Sincerely

Brett Sealy, Managing Partner
152 Lincoln Avenue - Winter Park, FL 32789 Email: brett@mbscapitalmarkets.com (407) 808-0685

Sara Zare, Director
3817 Belford Avenue, Suite 140 - Nashville, TN 37205 Email: sara@mbscapitalmarkets.com
(615) 480-3496

Request for Proposals Sunbridge Stewardship District
Special Assessment Revenue Bonds, Series 2022

Prepared by: MBS Capital Markets, LLC.

Table of Contents

Section	Discussion	Page	
Section C:	Letter of Transmittal	--	
Section D:	Marketing and Distribution	1	
Section E:	Structure Ideas and District Experience	3	
Section F:	Transaction Details	5	

Exhibit A:	Fee Proposal	Appendix	
Appendix A:	MBS Sole Managed Deal – October 2018 – 2021 YTD	Appendix	

Marketing and Distribution (limit 2 pages): A general discussion of the firms underwriting activity in Florida for the last three (3) years, including total issuance (book runner and separately co-manager). Provide similar information nationally. Provide specific information regarding the number and amount of special district financings in Florida for the same time period. Present a brief case study or description of two (2) of the most recent/relevant transactions in which your firm has acted as senior manager. Describe the firm’s retail and institutional sales capability with emphasis on the marketing of similar bonds, both in Florida and nationally. Discuss the issues that should be addressed in developing a marketing strategy for the bonds contemplated and suggest a recommended approach.

Experience: When evaluating the credentials of MBS, it is important to understand the relative value the firm places on special district finance. MBS is a firm specializing specifically in land-secured finance; and by objective standards, MBS is the most qualified firm to sole manage the District’s land secured financings. As indicated, the professionals of MBS are credited with developing the market for non-rated special tax district bonds for Florida and other states, having completed $15 billion of tax-exempt bonds for 400 special tax districts in 1,000 separate transactions. Today, MBS has the largest commitment of banking professionals to Florida special tax district finance, each of whom provide our clients continued guidance on structure and supporting financial analysis from initial concept through execution and beyond. It is this demonstrated commitment that keeps our firm an industry leader. It is also our more than 30 years of experience, underscoring the sheer volume and number of transactions completed, that keeps our firm at the forefront of every structuring innovation in the Florida land-secured space. As the District undertakes it inaugural stewardship district financing, it is our long-term forward- looking commitment to the District, our experience and structuring innovation/creativity that will allow the District’s financings to be met with success, ensuring the District realizes the absolute lowest borrowing cost for its financing at the most advantageous terms.
Since October 2018, MBS has completed 137 Florida special tax district transactions totaling just under $1.39 billion for a diverse developer group including national, regional and local developers (both private/public) and for financings in pre-stage development as well as late-stage development. Many of the listed transactions provided in Appendix A include transactions completed for stewardship districts and/or large-scale master planned communities. In fact, MBS has been sole manager on more Florida stewardship district financings than any other firm, having sole managed 48 transactions for more than $774 million in par amount, thereby evidencing our ability to get complex deals done and to act as a long-term banking partner to our clients. A highlight of MBS’ select sole managed experience with Florida stewardship districts is provided below. In addition to the below, our experience extends even further in scope and depth when considering the extent of the number of transactions and par amount underwritten for some of the largest master-planned communities in Florida, including Nocatee (Davis Family/Parc Group), Tradition (Mattamy Homes), Celebration (The Celebration Co./Walt Disney Co.) and Baldwin Park (Pritzker Family).

Lakewood Ranch Stewardship District/CDDs		East Nassau Stewardship District
20+ Year Relationship, SMR/Uihlein Family		5+ Year Relationship, Rayonier
First deal in 2001		First deal in 2018
49 Sole Managed Deals; estimated $685 million of		2 Sole Managed Deals; estimated $17 million of par amount		par amount

Ave Maria Stewardship District		Viera Stewardship District
20+ Year Relationship, Barron Collier		20+ Year Relationship, The Viera Co./DUDA
First deal in 2006		First deal will be issued in November 2021
11 Sole Managed Deals, estimated $164 million of		Estimated $25 million of par amount
par amount		Future Series will fund next phase improvements

Provided below are two (2) case studies highlighting the work we have done for two (2) of our stewardship district clients, each of which serves as direct, relevant examples to the District.

Case Studies

Lakewood Ranch Stewardship District
Transaction: Multiple Transactions, First deal in 2005

Experience: With more than two (2) decades of continued dedication to the Lakewood Ranch Stewardship District (“LSRD”), the professionals at MBS have guided the LRSD through its inaugural issuance in 2005 to its 35th in September 2021. Brett Sealy has specifically served as the primary banker to the LSRD since its inception and has assisted the LSRD in employing a multitude of financing structures including A Bonds, B Bonds, non-rated/rated, senior/subordinate, tax-exempt/taxable, bond anticipation notes and a line of credit. The bonds issued by the LRSD have included those for master and neighborhood infrastructure on behalf of the master developer as well as for multiple developer/builders, including without limitation, Pulte, Lennar, Taylor Morrison, D.R. Horton, Toll Brothers and Kolter. Further, MBS has developed an expansive lender-base for the LRSD that includes more than a dozen institutional bond funds as well as multiple banks and family-offices.

Ave Maria Ranch Stewardship District
Transaction: Multiple Transactions, First deal in 2006

Experience: The professionals at MBS have a two (2) decade history with the Ave Maria Stewardship District (“AMSD”), dating from its first issuance in 2006 to its 11th in August 2021. In addition to underwriting more than $164 million of bonds and bond anticipation notes, the professionals at MBS have been instrumental in various development-related matters including providing guidance on the initial structuring of Ave Maria’s private utility and continue to do so as an ultimate disposition strategy is devised and employed. Bonds issued by the AMSD have included those for master and neighborhood infrastructure on behalf of the master developer as well as for multiple developer/builders including Lennar and CC Devco.

Distribution Capabilities/Marketing Strategy: Having undertaken more than 1,000 separate special tax district transactions with $15 billion in total volume over the past 25-years, the MBS team has demonstrated its distribution capabilities and depth in its long-term relationships with the high-yield institutional land-secured lender base. In addition to the strength of our relationships with high-yield institutional investors, MBS has developed an alternative lender base consisting primarily of family offices, private funds and ultra high net-worth individuals. We emphasize these buyers are not “mom and pop” retail investors who buy in $5,000 increments. Like institutional buyers, this segment of our lender base purchases bonds in $100,000 minimum denominations and has purchased more than $1 billion of Florida special tax district bonds in the primary and secondary markets. Given their sophistication, such lender base has further provided for employment of innovative structuring opportunities in advance of institutional lender acceptance as well as a liquidity source in more challenging market conditions.

The success of our marketing and distribution system is attributable to several factors including, without limitation, the strength of our lender relationships and due diligence efforts, leverage we achieve via the sheer volume of Florida special tax district transactions we undertake each year and our demonstrated willingness to commit capital to support our underwriting efforts. For each transaction we sole manage, the MBS team works to conduct and provide extensive due diligence to the investor base for which they have become accustomed to heavily rely upon as well as our on-going surveillance support through project build-out. In addition, for each of our sole managed deals, we schedule one-on-one calls, further supplemented with an investor presentation and site visits, to ensure that all participating investors are fully educated on salient credit points to enhance pricing leverage. We highlight, MBS’ primary bankers undertake the sales effort for each of the financings we bring to market rather than rely entirely on a sales desk without an understanding of the underlying credit dynamics. This in part is the reason we have such respected relationships with the lender base further enhanced by the fact that we do not leave a project once the deal is priced.

Drawing from our team’s 25-year experience in marketing, pricing and distributing tax-exempt bonds for Florida special tax districts and more specifically for Florida stewardship districts and large-scale projects, we are best-suited to undertake this effort for the District. We have not only marketed and sold more bonds for Florida stewardship districts and large-scale projects than our competitors but have also consistently attracted and sold to a broader institutional lender base. Our efforts for the District will follow suit for our other stewardship district clients with the intent to achieve the lowest borrowing costs and most advantageous terms as well building a large stable of financial partners with an eye towards future financings.

Structure Ideas and District Experience (limit 2 pages): Present your firm’s recommended structure for the District’s proposed Bond issuance including issuing as combined issue or separate series of bonds. Discuss specifically your approach to pricing and the process employed to obtain the lowest possible rate to the District including your thoughts on pricing in December 2021 vs January 2022. As of the date of your submission, what level of pricing could the District expect? What factors could alter your views? Please discuss other transactions where your firm served as senior manager and committed capital to the financing by undertaking any unsold balances into inventory. Please list the firm that would serve as Underwriter’s Counsel (note that Underwriter’s Counsel would be expected to draft necessary disclosure documents and BPA.)

Structure Ideas: As indicted in the RFP, the District plans to issue special assessment bonds to fund certain public improvements distinctly benefitting two (2) separate sub-areas in the District. “Sub-Area 1” is planned for a 1,377-unit Del Webb branded 55+ neighborhood being developed by Pulte, and in “Sub-Area 2, it is the intent of Tavistock to develop and sell finished lots to third party builders in the 580-single family neighborhood known as Weslyn Park. Each Sub-Area is further detailed to include multiple phases.
Given our current understanding of the pertinent facts and circumstances, we would recommend the issuance of two
(2) series of bonds secured separately by two (2) supplemental trust indentures (“STIs”) and special assessments levied on the respective sub-areas. The utilization of separate STIs provides for, among other things, a bifurcation of collateral and funds/accounts as well as appropriate structuring of bond covenants such as reserve fund release provisions and additional bonds test. The initial considerations for the undertaking of the issuance via a single offering memorandum (“LOM”) or separately include costs of issuance, timing and potential for pricing/terms differential. While costs for undertaking the issuance via two LOMs would be incremental, they should not be incurred unless there is a compelling reason to do so. As it relates to timing, it appears that the issuance for both sub-areas are running parallel which resolves the timing concern. Finally, the combination of the issuances into a single LOM will not create pricing/terms differential.
While our initial recommendation is to proceed as stated, we provide below a list of additional structuring considerations that should be considered each of which we have encountered and successfully structured around the same.
   Master versus Neighborhood Infrastructure: In our initial review of the Supplemental Engineer’s Report prepared by Poulos and Bennett dated December 2019, the “Phase I Capital Improvement Plan” includes master infrastructure shared across all of Phase 1, which includes both Sub-Area 1 and Sub-Area 2, and neighborhood infrastructure specific to Sub-Area 2. The determination of what is being funded, master and/or neighborhood infrastructure, will drive the appropriate establishment of accounts and deposit and flow of funds.
 Impact Fee or Mobility Fee Credits: As with any special district tax financing, consideration should be given to whether any improvements give rise to impact fee and/or mobility fee credits and whether such improvements are District funded or developer funded. To the extent impact fee creditable improvements are bond funded, appropriate establishment of bond accounts and deposits thereto will need to be taken into consideration in the structuring of the bonds to ensure impact fee revenues are utilized for their intended purpose. Provision of infrastructure contribution in exchange for impact fee credits can also be considered.
    Ownership of the Property: Based on our understanding, Pulte and Tavistock are developing each of the sub-areas in phases and that portions of each of the sub-areas may not be entirely owned by such entities or affiliates thereof (based upon review of the property appraiser’s site). Limitations on levying assessments on certain property due to ownership or mortgagee restrictions or ongoing entitlement efforts at times serves to determine the ultimate bond sizing, issuance timing as well as define assessment areas for the financing. Certain of these matters have been resolved through utilization of escrow structuring.
 Contractual Assessment Cap Limitations/Infrastructure Obligations: Prevalence of any contractual assessment caps will not only drive the bond sizing but also need to be taken into consideration with established benefit caps set forth in the assessment proceedings. Further, any contractual infrastructure obligations will also need to be taken into consideration to ensure proper account establishment and flow of funds especially to the extent such improvements give rise to impact fee credits.

Given the significant demand for high-yield paper, credit spreads have significantly compressed for Florida special tax district issuances. In general, investors will analyze Sub-Area 1, a Pulte Homes neighborhood, as they would any “national builder/developer” special tax district financing. Under current market conditions and based upon our pricing of a deal as recent as 10/21/21, we would expect a Sub-Area 1 financing to price at an approximate +170 (26/31 terms) to +180 (41/51 terms) basis points (“bps”) to the municipal market benchmark (“MMD”). As mentioned, Sub-Area 2 is being developed by Tavistock, with finished lots to be sold to third party builders. Generally, the additional yield spread compared to a publicly traded builder financing is approximately 0 to 20 bps. However, we believe the extensive history of success associated with the general Lake Nona project and the Tavistock name will mitigate any potential credit spread differential for the Sub-Area 2 bonds. In addition, MBS will look to structure the District’s bonds with at minimum four (4) term bonds maturing in year 5, 10, 20 and final maturity to take advantage of the lower yields throughout the yield curve. We also note that we have had much success structuring our financings with reduced reserve fund requirements at the outset (i.e. 50% of maximum annual debt service) with a reduction of the same as certain development thresholds are met with an ultimate reduction to 10% at build-out of the assessment area. MBS will employ these structuring efficiencies for the District’s financing to ensure the District realizes the lowest all-in cost of borrowing while maximizing construction proceeds.
In reference to the timing of issuance, Florida statutory processes may largely drive whether a funding can occur in December 2021 or January 2022. Our initial review of the approved assessment resolutions suggests the District has to date only imposed an assessment lien related to master infrastructure on Sub-Area 1. To the extent the District elects to pursue a financing that will fund neighborhood infrastructure in Sub-Area 1 and, in conjunction with funding master/neighborhood infrastructure in Sub-Area 2 where no assessment proceedings have been undertaken, the Chapter 170 process will have to be undertaken prior to the District being able to issue bonds for the same. We briefly note from a marketing perspective that while a December 2021 financing is certainly doable, consideration should be given for how early in the month bonds can be marketed to ensure garnering participation from as many potential purchasers as possible prior to their typical year-end balancing for tax purposes and to enhance performance. Further, and without consideration of unforeseen market events, given cash accumulation from January interest payments and redemptions coupled with historical inflows has resulted in January being a particularly favorable month to market Florida special tax district bonds.
Capital: MBS has and continues to confidently commit capital at the partner level and without concern of outside credit committee approval that larger firms are subject to. We note the significance of the prior sentence as your day-to-day banker, Brett Sealy, has the absolute authority to commit capital to any District financing. We also note that as a firm specializing specifically in land-secured finance, we are actively using our capital to support special tax district financings every week, as evidenced by the more than 40 deals we do on average a year. Further, evidence of MBS’s willingness to commit capital can also be measured by our use of capital to support creative structures for which institutional buyers and/or alternative buyer lenders have historically not participated in – essentially when our innovation is ahead of the market, we put our capital behind it. Our capital capability is most recently highlighted by our completion of the sale of $88.5 million Sawyer’s Landing CDD 2021 Bonds in August 2021 and our capital commitment in the significant number of new issues that we deployed more than $50 million of firm capital to provide for full subscription of each and every deal we have brought to market since inception in 2011. Perhaps of most significant note is our continued ownership of each of those non-rated positions evidencing our long-term commitment to the Florida special tax district market. Finally, we have sufficient capital resources to underwrite the District’s proposed bonds.
Underwriter’s Counsel: We propose the services of Nabors, Giblin & Nickerson, P.A. as underwriter’s counsel. The professionals at Nabors, Giblin & Nickerson, P.A have notable experience working on special tax district financings and specifically stewardship district transactions with the rest of the District’s established team. If the proposed firm is not acceptable to the District, we are amenable to consider additional firms preferred by the District. Also, unique to our firm, as part of our due diligence effort, we almost always prepare the development portion of the offering document. This typically translates into a reduced underwriter’s counsel fee, and based on our experience, can save the District as much as 17% in actual counsel fees invoiced.

Transaction Details: Please complete Exhibit A in its entirety, as presented herein. Exhibit A should be included as an appendix to your written responses to Section C, D & E as detailed here. Please be careful to note all fees and expenses, as well as specific takedown by maturity. Please specify if you would propose term bonds in specific years in the preliminary amortization in Exhibit A. Fees should be reflective of the possible range in transaction size. Unreasonable takedowns (high or low) for a transaction of this nature will be equally considered in the evaluation. Also, with respect to the estimated pricing spreads, please note that these will be revisited at the time of pricing, and the District expects that the senior manager will sufficiently fulfill the expected scale, and/or suggest changes to the scale based on actual changes to market conditions. Such changes, if any, that modify the estimated spreads may be acceptable to the District, however written documentation from the senior manager outlining such changes may be requested at the time of pricing for the District’s records.

MBS proposes a fee of 1.50% of the par amount issued based on the representation of the engagement of a sole underwriter for its financing of approximately $20-30 million of par amount to be issued at the end of 2021 or the start of 2022. This reduced fee doesn’t come at a reduced level of service - MBS will conduct business at the highest level of service and integrity that we have long been recognized for in this industry by our peers and regulatory agencies. Also, as mentioned herein, unique to our firm, as part of our due diligence effort, we almost always prepare the development portion of the offering document. This typically translates into a reduced underwriter’s counsel fee, as much as an estimated 17% less than actual fees invoiced on competitor led transactions. Further, only a firm that enmeshes itself in the due diligence effort can truly and properly add value especially on a project of the scale as Sunbridge.
We anticipate Underwriter’s Counsel fee for a sole managed MBS transaction, for which we prepare the development portion of the offering document, to be an estimated $35,000 and to the extent it is greater than $35,000, MBS will commit to cover such added costs. Further, as indicated in our response, MBS will look to structure the District’s bonds at minimum with four (4) term bonds maturing in year 5, 10, 20 and final maturity to take advantage of the lower yields throughout the yield curve. Our proposed takedown is reflective of the proposed term bond structure.

Underwriter’s Discount Components
		
Takedown	1.5% of Par Amount	
Expenses:	MBS To Cover All Expenses Listed Below (Denoted by $-)	
CUSIP	$-	
DTC	$-	
Fed Funds	$-	
MSRB	$-	
Travel & Miscellaneous	$-	
Other, specify	$-	
Total Expenses:	$-	

Underwriter’s Counsel Fee:	
Max of $35,000	

Exhibit A:

Underwriter’s Discount Components:	Assuming a $20,000,000 Par Amount
	Cost in Dollars	Cost/$1,000	
Takedown	$300,000	1.5% of Par Amount	
Expenses:			
CUSIP	$-	$-	
DTC	$-	$-	
Fed Funds	$-	$-	
MSRB	$-	$-	
Travel & Miscellaneous	$-	$-	
Underwriter’s Counsel	Max of $35,000	Max of $35,000	
Other, specify	$-	$-	
Total Not to Exceed Expenses:	Max of $35,000	Max of $35,000	

Appendix A:
Below we provide our firm’s experience with special assessment bonds since October 2018. Since October 2018, MBS has served as sole manager, senior manager or placement agent for an aggregate par amount of $1.39 billion, representing 137 transactions underwritten.

MBS Special Assessment Experience (October 2018 thru 2021 YTD)

Sale Date	Issuer	Issue Description	Par Amount	Series	
10/01/2018	Stoneybrook West CDD	Special Assessment Refunding Notes	$5,545,000	2018A-1 & 2018A-2	
10/24/2018	Del Webb Bexley CDD	Special Assessment Bonds	$10,180,000	2018	
10/25/2018	Northern Palm Beach County	Water Control and Improvement	$10,975,000	2018	
10/31/2018	Meadow Pointe II CDD	Special Assessment Bonds	$8,425,000	2018	
11/08/2018	Canopy CDD	Special Assessment Bonds	$11,405,000	2018A-1, 2018A-2,	
11/15/2018	Aberdeen CDD	Special Assessment Bonds	$2,065,000	2018	
11/16/2018	Artisan Lakes CDD	Capital Improvement Revenue Bonds	$6,760,000	2018	
11/19/2018	Meadow View at Twin Creeks	Special Assessment Bonds	$16,490,000	2018A-1, 2018A-2	
11/29/2018	Windward CDD	Special Assessment Revenue Bonds	$7,580,000	2018A-1 & 2018A-2	
12/10/2018	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$11,790,000	2018	
12/10/2018	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$36,185,000	2018	
12/13/2018	East Nassau Stewardship District	Special Assessment Revenue Bonds	$5,460,000	2018	
12/17/2018	Randal Park CDD	Special Assessment Revenue Bonds	$1,770,000	2018	
12/20/2018	Artisan Lakes East CDD	Capital Improvement Revenue Bonds	$6,060,000	2018	
12/21/2018	Dowden West CDD	Special Assessment Revenue Bonds	$6,170,000	2018	
12/21/2018	Panther Trails CDD	Special Assessment Refunding Bonds	$2,405,000	2018A-1 & 2018A-2	
02/07/2019	South Village CDD	Capital Improvement Revenue Bonds	$4,955,000	2019A&B	
02/07/2019	Cypress Bluff CDD	Special Assessment Revenue Bonds	$11,565,000	2019	
02/20/2019	Blackburn Creek CDD	Capital Improvement Revenue Bonds	$4,740,000	2019A-1 & 2019A-2	
02/20/2019	Silverleaf CDD	Capital Improvement Revenue Bonds	$7,980,000	2019A-1 & 2019A-2	
02/25/2019	Meadow View at Twin Creeks	Special Assessment Bonds	$8,110,000	2019A-1 & 2019A-2	
03/18/2019	Watergrass CDD I	Special Assessment Refunding Note	$4,630,000	2019	
03/20/2019	Amelia Concourse CDD	Capital Improvement Revenue Bonds	$6,370,000	2019A, 2019B-1,	
03/29/2019	Orange Blossom Ranch CDD	Capital Improvement Revenue Bonds	$10,240,000	2019	
04/04/2019	Westside CDD	Special Assessment Revenue Bonds	$3,230,000	2019	
04/08/2019	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$7,580,000	2019	
05/20/2019	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$5,005,000	2019	
05/20/2019	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$9,125,000	2019	
06/10/2019	Alta Lakes CDD	Special Assessment Revenue Bonds	$9,925,000	2019	
06/27/2019	Ave Maria Stewardship	Capital Improvement Revenue	$20,310,000	2019	
06/27/2019	Copperstone CDD	Capital Improvement Revenue	$5,209,000	2019	
06/28/2019	Tolomato CDD	Special Assessment Revenue	$60,900,000	2019A-1 & 2019A-2	
06/28/2019	Tolomato CDD	Special Assessment Revenue	$24,360,000	2019B	
06/28/2019	Tolomato CDD	Special Assessment Revenue	$15,865,000	2019C	
07/09/2019	Fieldstone CDD	Capital Improvement Revenue Bonds	$13,265,000	2019A-1 & 2019A-2	
07/29/2019	Talavera CDD	Capital Improvement Revenue Bonds	$4,705,000	2019	
07/30/2019	Sweetwater Creek CDD	Capital Improvement Revenue	$10,805,000	2019A-1 & 2019A-2	
07/31/2019	Arlington Ridge CDD	Special Assessment Bonds	$1,765,000	2019	
08/30/2019	Harbor Bay CDD	Capital Improvement Revenue &	$28,175,000	2019A-1 & 2019A-2	
09/09/2019	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$4,775,000	2019	
09/30/2019	Westside CDD	Special Assessment Revenue	$13,095,000	2019	
09/30/2019	Three Rivers CDD	Special Assessment Bonds	$17,745,000	2019A-1 & 2019A-2	
11/01/2019	Wilford Preserve CDD	Special Assessment Bonds	$7,985,000	2019A	
11/04/2019	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$5,585,000	2019	
11/15/2019	Southern Grove CDD No. 5	Special Assessment Bonds	$7,035,000	2019	
11/21/2019	Fieldstone CDD	Capital Improvement Revenue Bonds	$10,575,000	2019A-1 & 2019A-2	

Sale Date	Issuer	Issue Description	Par Amount	Series	
12/06/2019	Westside CDD	Special Assessment Revenue Bonds	$1,860,000	2019	
12/09/2019	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$12,670,000	2019	
12/20/2019	LT Ranch CDD	Capital Improvement Revenue Bonds	$16,735,000	2019	
12/20/2019	Palm Coast Park CDD	Special Assessment Bonds	$3,770,000	2019	
12/24/2019	Lakewood Ranch CDD 5	Special Assessment Revenue	$3,425,000	2019	
01/31/2020	Osceola Chain of Lakes CDD	Capital Improvement Revenue Bonds	$5,980,000	2020	
02/10/2020	Finley Woods CDD	Capital Improvement Revenue Bonds	$3,075,000	2020	
02/21/2020	Sampson Creek CDD	Capital Improvement Revenue Bonds	$2,520,000	2020	
02/24/2020	Parker Road CDD	Capital Improvement Refunding and	$10,655,000	2020	
03/31/2020	Lakewood Ranch CDD 6	Capital Improvement Revenue	$9,565,000	2020	
04/15/2020	Cypress Bluff CDD	Special Assessment Revenue Bonds	$7,705,000	2020	
05/20/2020	Aberdeen CDD	Special Assessment Revenue	$23,375,000	2020A-1 & 2020A-2	
05/22/2020	Rivers Edge II CDD	Capital Improvement Revenue Bonds	$7,165,000	2020	
05/26/2020	Meadow View at Twin Creeks	Special Assessment Bonds	$8,575,000	2020A-1, 2020A-2 &	
06/17/2020	Southern Grove CDD No. 5	Special Assessment Bonds	$6,535,000	2020	
06/19/2020	Charles Cove CDD	Special Assessment Revenue Bonds	$6,285,000	2020	
06/22/2020	Oakridge CDD	Special Assessment Revenue Bonds	$1,605,000	2020	
07/15/2020	Lakewood Ranch Stewardship	Special Assessment Revenue	$19,195,000	2020	
07/16/2020	Ave Maria Stewardship	Capital Improvement Revenue Bonds	$3,440,000	2020	
07/16/2020	Viera East CDD	Special Revenue Assessment Bonds	$7,685,000	2020	
08/03/2020	Fishhawk Ranch CDD	Special Assessment Revenue	$6,765,000	2020	
08/21/2020	Town of Kindred CDD II	Special Assessment Revenue Bonds	$2,500,000	2020	
08/28/2020	Griffin Lakes CDD	Special Assessment Refunding Bonds	$2,945,000	2020	
09/10/2020	Lakewood Ranch Stewardship	Taxable Special Assessment Revenue	$29,100,000	2020A-1 & 2020A-2	
09/11/2020	Cypress Bluff CDD	Special Assessment Bonds (Del Webb	$7,675,000	2020	
09/16/2020	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$6,655,000	2020	
09/18/2020	Pine Ridge Plantation CDD	Capital Improvement Revenue and	$12,435,000	2020	
09/29/2020	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$10,655,000	2020	
10/08/2020	Trout Creek CDD	Capital Improvement Revenue Bonds	$4,185,000	2020	
10/14/2020	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$17,755,000	2020	
10/16/2020	Windward at Lakewood Ranch	Capital Improvement Revenue Bonds	$16,925,000	2020A-1, 2020A-2 &	
10/20/2020	Rolling Hills CDD	Capital Improvement Revenue and	$4,465,000	2020A-1 & 2020A-2	
10/21/2020	Parkview at Long Lake Ranch	Special Assessment Revenue Bonds	$6,320,000	2020	
10/29/2020	Windward CDD	Special Assessment Revenue Bonds	$12,240,000	2020A-1 & 2020A-2	
10/30/2020	Live Oak Lake	Special Assessment Revenue Bonds	$16,275,000	2020	
11/03/2020	Overoaks CDD	Capital Improvement Revenue	$3,765,000	2020	
11/13/2020	Wiregrass II CDD	Capital Improvement Revenue Bonds	$10,705,000	2020	
12/02/2020	River Landing CDD	Capital Improvement Revenue Bonds	$13,245,000	2020A & 2020B	
12/09/2020	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$7,575,000	2020	
12/11/2020	North River Ranch CDD	Capital Improvement Revenue Bonds	$16,895,000	2020A-1, 2020A-2 &	
12/15/2020	Chapel Crossings CDD	Capital Improvement Revenue Bonds	$12,030,000	2020	
12/21/2020	The Quarry CDD	Special Assessment Refunding	$18,110,000	2020	
01/07/2021	Bella Vida CDD	Special Assessment Refunding Bond	$2,639,000	2021	
01/29/2021	Boggy Branch CDD	Special Assessment Bonds	$14,870,000	2021	
02/05/2021	Three Rivers CDD	Special Assessment Bonds (Ph 1A)	$3,680,000	2021B	
02/17/2021	Sandridge CDD	Special Assessment Revenue Bonds	$8,975,000	2021A-1 & 2021A-2	
03/04/2021	Ave Maria Stewardship	Capital Improvement Revenue Bonds	$11,340,000	2021	
03/05/2021	Tohoqua CDD	Special Assessment Revenue Bonds	$2,580,000	2021	
03/15/2021	Capital Region CDD	Capital Improvement Revenue	$2,800,000	2021	
03/17/2021	Grande Pines CDD	Special Assessment Revenue Bonds	$6,760,000	2021	
03/19/2021	Meadow Pointe III CDD	Capital Improvement Revenue	$3,313,000	2021	
03/19/2021	Tohoqua CDD	Special Assessment Revenue Bonds	$2,660,000	2021	
03/26/2021	Northern Palm Beach County	Water Control and Improvement	$10,700,000	2021	
03/30/2021	Greyhawk Landing CDD	Special Assessment Revenue	$3,944,000	2021	
04/16/2021	Seven Oaks CDD	Special Assessment Revenue	$6,116,000	2021	

Sale Date	Issuer	Issue Description	Par Amount	Series	
04/16/2021	Lakes of Sarasota CDD	Capital Improvement Revenue Bonds	$21,780,000	2021A-1, 2021A-2,	
04/23/2021	Cascades at Groveland CDD	Capital Improvement Revenue	$3,053,000	2021	
04/23/2021	Rivers Edge II CDD	Capital Improvement Revenue Bonds	$9,900,000	2021	
04/23/2021	Rivers Edge III CDD	Capital Improvement Revenue Bonds	$9,880,000	2021	
04/30/2021	East Nassau Stewardship District	Special Assessment Revenue Bonds	$12,170,000	2021	
05/18/2021	Fieldstone CDD	Capital Improvement Revenue Bonds	$4,130,000	2021B	
05/27/2021	CFM CDD	Capital Improvement Revenue Bonds	$10,545,000	2021	
06/16/2021	Bartram Springs CDD	Special Assessment Refunding Bonds	$15,175,000	2021	
06/25/2021	Fleming Island Plantation CDD	Special Assessment Revenue and	$15,590,000	2021	
06/30/2021	Southern Grove CDD No. 5	Special Assessment Bonds	$15,730,000	2021	
06/30/2021	K-Bar Ranch II CDD	Special Assessment Bonds	$6,135,000	2021	
07/07/2021	Artisan Lakes East CDD	Special Assessment Bonds	$12,760,000	2021-1 & 2021-2	
07/08/2021	Capital Trust Agency (co-mgr	Education Facilities Revenue Bonds &	$7,385,000	2021A & 2021B	
07/12/2021	Lakewood Ranch Stewardship	Special Assessment Revenue	$3,610,000	2021	
07/27/2021	Tradition Community	Special Assessment Bonds	$17,755,000	2021	
07/30/2021	Harbour Isles CDD	Special Assessment Refunding Bonds	$3,515,000	2021	
08/10/2021	Hamal CDD	Special Assessment Refunding Bond	$6,420,000	2021	
08/12/2021	Sawyer’s Landing CDD	Special Assessment Revenue Bonds	$88,515,000	2021	
08/19/2021	Ave Maria Stewardship	Bond Anticipation Notes (Ph 4)	$15,640,000	2021	
08/19/2021	Ave Maria Stewardship	Capital Improvement Revenue Bonds	$11,610,000	2021	
08/23/2021	Three Rivers CDD	Special Assessment Bonds (South	$10,000,000	2021B	
08/25/2021	North Springs Improvement	Water and Sewer Revenue Bond	$9,985,000	2021	
08/26/2021	Celebration CDD	Special Assessment Revenue Bonds	$7,545,000	2021	
08/30/2021	Wentworth Estates CDD	Special Assessment Refunding Bonds	$22,485,000	2021	
08/31/2021	Greyhawk Landing CDD	Special Assessment Revenue Bond	$3,869,000	2021	
09/15/2021	Lake Ashton II CDD	Capital Improvement Revenue Bonds	$3,535,000	2021	
09/20/2021	CFM CDD	Capital Improvement Revenue	$7,096,000	2021	
09/20/2021	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$4,120,000	2021	
09/22/2021	Sanctuary Cove CDD	Special Assessment Bonds	$3,140,000	2021	
09/24/2021	Indigo CDD	Capital Improvement Revenue Bonds	$2,815,000	2021	
09/24/2021	Town of Kindred CDD II	Special Assessment Revenue Bonds	$5,780,000	2021	
09/29/2021	Monterey Congress CDD	Special Assessment Refunding Bonds	$2,631,000	2021	
09/29/2021	Entrada CDD	Capital Improvement Revenue Bonds	$12,280,000	2021	
10/05/2021	Lakewood Ranch Stewardship	Special Assessment Revenue Bonds	$4,910,000	2021	
10/08/2021	North Springs Improvement	Water Management Bonds (Heron	$18,665,000	2021-1	
10/08/2021	North Springs Improvement	Water Management Bonds (Heron	$10,210,000	2021-2	
	Total Transactions:	137	$1,396,655,000		

Disclaimer. The information contained herein is based on sources believed to be reliable but is neither all- inclusive nor guaranteed by MBS Capital Markets, LLC. None of the information contained herein constitutes a recommendation or a solicitation by MBS Capital Markets, LLC that any particular investor should purchase or sell any particular security in any amount, or at all. Past performance is no guarantee of future results. This presentation is not intended to provide tax, legal, or investment advice.

MBS Capital Markets, LLC, its members, officers, employees or members of their families may own securities of the districts or issuers mentioned herein. As investment bankers, MBS Capital Markets, LLC may be actively seeking to be retained by, may actually be retained by or may have in the past been retained by any of the districts or issuers mentioned herein. In addition, MBS Capital Markets, LLC personnel may have in the past provided services to certain districts or issuers mentioned herein when employed by other entities.

Disclaimer

Sunbridge Stewardship District

Payment Authorization Nos. 146-149

Payment Authorization No. 146
10/1/2021	
Item No.	Vendor	Invoice Number	General Fund	Fiscal Year	

1	PFM Group Consulting		
DM Fee: September 2021	DM-09-2021-46	$ 5,833.37	FY 2021	
FY 2022 Tax Roll	FY22-TR-0026	$ 7,500.00	FY 2022	
August Reimbursables	OE-EXP-09-37	$	18.42	FY 2021	

2	Poulos & Bennett				
Utility Engineering Services Through 08/31/2021	18-203(30)	$	52.50	FY 2021	
General Engineering Services Through 08/31/2021	18-203(31)	$	52.80	FY 2021	

TOTAL	$ 13,457.09

5,957.09
7,500.00	FY 2021	
	FY 2022	

Board Member

Payment Authorization No. 147
10/8/2021

Item	
Vendor	
Invoice	
General	
Fiscal	
No.		Number	Fund	Year	

1	
Berman Construction				
	October Irrigation & Admin Staffing Management	15123	$	625.00	FY 2022	

2	
Florida ULS Operating				
	October Monthly Landscaping	ULS-19982	$ 4,600.00	FY 2022	

3	
Osceola News-Gazette				
	Legal Advertising for FY 2022 Meetings ; Ad 34993	328035	$	65.32	FY 2022	

4	
OUC				
	Acct: 5981605831 ; Service 09/01/2021 - 10/01/2021	--	$ 1,160.30	FY 2021	

TOTAL	
$ 6,450.62		

1,160.30	FY 2021	
5,290.32	FY 2022	

Board Member

Payment Authorization No. 148
10/22/2021

Item	Vendor	Invoice		General	Fiscal	
No.		Number		Fund	Year	

1	
Department of Economic Opportunity					
	FY 2022 Special District Fee	85387	$	175.00	FY 2022	

2	
Hopping Green & Sams					
	General Counsel Through 08/31/2021	125419	$	1,230.00	FY 2021	

3	
Irrigation Systems					
	6200 Even Cyrils Dr Irr ; Service 09/01/2021 - 09/29/2021	Acct: 54823862	$	1,272.72	FY 2021	

4	
PFM Group Consulting					
	DM Fee: October 2021	DM-10-2021-45	$	5,833.33	FY 2022	
	September Reimbursables	OE-EXP-10-37	$	17.72	FY 2021	

TOTAL	
$	
8,528.77		

2,520.44
6,008.33	FY 2021	
	FY 2022	

Board Member

By Amanda Lane at 10:32 am, Oct 24, 2021

Sunbridge Stewardship District c/o PFM Group Consulting
3501 Quadrangle Boulevard, Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723-5925

Payment Authorization No. 149
10/29/2021

Item	Vendor	Invoice	General	Fiscal	
No.		Number		Fund	Year	

1	
Osceola News-Gazette					
	Legal Advertising Through 07/22/2021 ; Ad 34295	311936	$	138.72	FY 2021	

2	
VGlobalTech					
	Quarter 3 ADA Audit	3131	$	300.00	FY 2021	
	October Website Maintenance	3178	$	100.00	FY 2022	

TOTAL	
$	
538.72		

438.72
100.00	FY 2021	
	FY 2022	

Board Member

By Amanda Lane at 11:05 am, Nov 01, 2021

Sunbridge Stewardship District c/o PFM Group Consulting
3501 Quadrangle Boulevard, Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723-5925

Sunbridge Stewardship District

District’s Financial Position and Budget to Actual YTD

Sunbridge Stewardship District Statement of Financial Position As of 9/30/2021

	General Fund		Capital Projects Fund	
	
Assets			
Current Assets				
General Checking Account	$25,007.76			
Prepaid Expenses	5,570.00			
Deposits	240.00			
Utility Revenue				
Utility Operating				
Utility Revenue System Development				
Accounts Receivable				
Total Current Assets	$30,817.76		$0.00	

Property, Plant & Equipment				
Fixed Assets - Other				
Total Property, Plant & Equipment	$0.00		$0.00	
Total Assets	$30,817.76		$0.00	

Liabilities and Net Assets	
Current Liabilities				
Accounts Payable	$9,642.95			
Accounts Payable				
Due to Developer				
Deposits				
Accrued Expenses Payable				
Total Current Liabilities	$9,642.95		$0.00	

Long Term Liabilities				
System Dev. Charge - Water				
System Dev. Charge - Wastewater				
Total Long Term Liabilities	$0.00		$0.00	
Total Liabilities	$9,642.95		$0.00	

Net Assets				
Net Assets, Unrestricted	($44,085.70)			
Current Year Net Assets, Unrestricted	(300.00)			
Net Assets - General Government	29,036.52			
Current Year Net Assets - General Government	36,523.99			
Net Assets, 270				
Current Year Net Assets, 270				
Total Net Assets	$21,174.81		$0.00	
				
Total Liabilities and Net Assets	$30,817.76		$0.00	

Utility Fund	Total

$231,845.91 375,948.81
1,289,665.00
19,001.46

$1,916,461.18		$25,007.76 5,570.00
240.00
231,845.91
375,948.81
1,289,665.00
19,001.46

$1,947,278.94	

$2,000.00

$2,000.00		
$2,000.00

$2,000.00	
$1,918,461.18		$1,949,278.94	

$26,134.99 150,000.00
40,418.74
7,500.00

$224,053.73		

$9,642.95 26,134.99
150,000.00
40,418.74
7,500.00

$233,696.68	

$1,155,750.00 770,385.00

$1,926,135.00		
$1,155,750.00 770,385.00

$1,926,135.00	
$2,150,188.73		$2,159,831.68	

($167,736.82)
(63,990.73)

($231,727.55)		

($44,085.70)
(300.00)

29,036.52
36,523.99

(167,736.82)
(63,990.73)

($210,552.74)	
			
$1,918,461.18		$1,949,278.94	

Sunbridge Stewardship District	
Statement of Activities	
As of	9/30/2021							
	
General Fund		
Capital Projects Fund		
Utility Fund		
Total	

Revenues								
On-Roll Assessments	$72,489.33						$72,489.33	
Off-Roll Assessments	148,586.27						148,586.27	
Developer Contributions	5,381.00						5,381.00	
Other Income & Other Financing Sources	131.14						131.14	
Inter-Fund Transfers In	(300.00)						(300.00)	
Developer Contributions			$4,705.00				4,705.00	
Inter-Fund Transfers In			300.00				300.00	
Water - Residential Customers					$43,879.76		43,879.76	
Water - Commercial Customers					13,187.47		13,187.47	
Wastewater - Residential Customers					62,567.96		62,567.96	
Wastewater - Commercial Customers					15.96		15.96	
Admin Late Fees					440.00		440.00	
Plan Review Fees					10,572.75		10,572.75	
Meter Installations Fees					77,650.00		77,650.00	
Backflow Installation Fees					15,215.00		15,215.00	
Wastewater Install/Connection					22,250.00		22,250.00	
Initial Connection Fees					17,025.00		17,025.00	
Other Income & Other Financing Sources					126,248.09		126,248.09	
Total Revenues	$226,287.74		$5,005.00		$389,051.99		$620,344.73	
Expenses								
D&O Insurance	$2,421.00						$2,421.00	
Management	70,000.00						70,000.00	
Engineering	1,536.50						1,536.50	
District Counsel	38,980.92						38,980.92	
Assessment Administration	7,500.00						7,500.00	
Audit	8,000.00						8,000.00	
Travel and Per Diem	173.02						173.02	
Postage & Shipping	65.99						65.99	
Legal Advertising	940.79						940.79	
Web Site Maintenance	2,100.00						2,100.00	
Dues, Licenses, and Fees	1,170.40						1,170.40	
Electric	6,447.77						6,447.77	
General Insurance	2,960.00						2,960.00	
Irrigation	12,906.08						12,906.08	
Landscaping Maintenance & Material	23,000.00						23,000.00	
Contingency	2,417.20						2,417.20	
Streetlights	5,694.40						5,694.40	
Personnel Leasing Agreement	3,750.00						3,750.00	

Sunbridge Stewardship District	
Statement of Activities	
As of 9/30/2021	
	
General Fund		
Capital Projects Fund		
Utility Fund		
Total	
District Counsel			$4,705.00				4,705.00	
Engineering					$19,506.22		19,506.22	
ContractServices - Accounting					15,605.03		15,605.03	
Contractual Services					94,855.43		94,855.43	
Bank Fees					55.12		55.12	
Miscellaneous					158,615.89		158,615.89	
Water					23,140.26		23,140.26	
Purchased Wastewater					16,355.52		16,355.52	
Plan Review Expense					20,686.25		20,686.25	
Meter Installation Expense					64,664.00		64,664.00	
Backflow Installation Expense					12,932.75		12,932.75	
Wastewater Connection Expense					19,018.75		19,018.75	
Miscellaneous Customer Service Expense					7,607.50		7,607.50	
Total Expenses	$190,064.07		$4,705.00		$453,042.72		$647,811.79	
Other Revenues (Expenses) & Gains (Losses)								
Interest Income	$0.32						$0.32	
Total Other Revenues (Expenses) & Gains (Losses)	$0.32		$0.00		$0.00		$0.32	
Change In Net Assets	$36,223.99		$300.00		($63,990.73)		($27,466.74)	

Net Assets At Beginning Of Year	
($15,049.18)		
($300.00)		
($167,736.82)		
($183,086.00)	

Net Assets At End Of Year	
$21,174.81		
$0.00		
($231,727.55)		
($210,552.74)	

Sunbridge Stewardship District
Budget to Actual
For the Month Ending 9/30/2021

Year To Date

	Actual			Budget	

Revenues					
On-Roll Assessments	$	72,489.33		$	206,875.00	
Off-Roll Assessments	148,586.27			-	
Developer Contributions	5,381.00			-	
Other Income & Other Financing Sources	131.14			-	
Net Revenues	$	226,587.74		$	206,875.00	
General & Administrative Expenses					
D&O Insurance	$	2,421.00		$	2,700.00	
Trustee Services	-			6,000.00	
Management	70,000.00			70,000.00	
Engineering	1,536.50			12,000.00	
Dissemination Agent	-			5,000.00	
District Counsel	38,980.92			25,000.00	
Assessment Administration	7,500.00			7,500.00	
Reamortization Schedules	-			125.00	
Audit	8,000.00			6,000.00	
Travel and Per Diem	173.02			500.00	
Telephone	-			200.00	
Postage & Shipping	65.99			300.00	
Copies	-			500.00	
Legal Advertising	940.79			8,000.00	
Web Site Maintenance	2,100.00			2,400.00	
Dues, Licenses, and Fees	1,170.40			975.00	
Electric	6,447.77			-	
General Insurance	2,960.00			3,200.00	
Irrigation	12,906.08			-	
Landscaping Maintenance & Material	23,000.00			38,000.00	
Contingency	2,417.20			6,475.00	
Lighting	-			12,000.00	
Streetlights	5,694.40			-	
Personnel Leasing Agreement	3,750.00			-	
Total General & Administrative Expenses	$	190,064.07		$	206,875.00	

Total Expenses	
  $	190,064.07  		
   $		
206,875.00  	
Income (Loss) from Operations Other Income (Expense)
Interest Income	$	36,523.67		$	-	
	
$	0.32		
$	
-	
Total Other Income (Expense)	$	0.32		$	-	
Net Income (Loss)	$	36,523.99		$	-	

Variance	FY 2021
Adopted Budget	

$	

(134,385.67)
148,586.27
5,381.00
131.14		

$	

206,875.00
-
-
-	
$	19,712.74		$	206,875.00	

$

$	
(279.00)
(6,000.00)
- (10,463.50)
(5,000.00)
13,980.92
- (125.00)
2,000.00
(326.98)
(200.00)
(234.01)
(500.00)
(7,059.21)
(300.00)
195.40
6,447.77
(240.00)
12,906.08
(15,000.00)
(4,057.80)
(12,000.00)
5,694.40
3,750.00
(16,810.93)		
$

$	
2,700.00
6,000.00
70,000.00
12,000.00
5,000.00
25,000.00
7,500.00
125.00
6,000.00
500.00
200.00
300.00
500.00
8,000.00
2,400.00
975.00
- 3,200.00
- 38,000.00
6,475.00
12,000.00
-
-
206,875.00	

   $		
(16,810.93)		
  $		
206,875.00  	
$	36,523.67	$	-	

$	
0.32	
$	
-	
$	0.32	$	-	
$	36,523.99	$	-