Amelia Concourse
Community Development District
February 19, 2019

Amelia Concourse
Community Development District

475 West Town Place, Suite 114, St. Augustine, Florida 32092 Phone: 904-940-5850 - Fax: 904-940-5899

February 14, 2019

Board of Supervisors Amelia Concourse
Community Development District Dear Board Members:
The Amelia Concourse Community Development District Meeting is scheduled for Tuesday, February 19, 2019 at 11:00 a.m. at the Amelia Concourse Amenity Center, 85200 Amaryllis Court, Fernandina Beach, Florida. The following is the advance agenda for the meeting:

Roll Call
Audience Comments
Affidavit of Publication
Public Hearing to Consider the Imposition of Special Assessments for Phase III
Consideration of Resolution 2019-10
Other Financing Matters
Consideration of Investment Banking Agreement with MBS Capital Markets, LLC
Consideration of Delegation Resolution 2019-11
Third Supplemental Indenture
Fourth Supplemental Indenture
Bond Purchase Agreement
Preliminary Limited Offering Memorandum
Continuing Disclosure Agreement
Collateral Assignment Agreement
Acquisition Agreement
Completion Agreement
True-Up Agreement
Declaration of Consent
Ratification of Engagement Letter with Berger, Toombs, Elam, Gaines & Frank for FY 18 Audit Services
Consideration of Landscape Proposals
BrightView
Trim All
Martex
Consideration of Proposals to Pressure Wash the Fence
Approval of Minutes

November 27, 2018 Meeting
November 27, 2018 Landowners’ Election
January 18, 2019 Special Meeting
Other Business
Staff Reports
Attorney
Engineer
Manager
Operations Manager – Report
Financial Reports
Balance Sheet and Statement of Revenues & Expenditures
Approval of Check Register
Assessment Receipts Schedule
Audience Comments / Supervisor’s Requests
Next Scheduled Meeting – May 21, 2019 at 11:00 a.m. at the Amelia Concourse Amenity Center
Adjournment

Enclosed under the third order of business is the affidavit of publication.

The fourth order of business is the public hearing to consider the imposition of special assessments for Phase III. A copy of resolution 2019-10 is enclosed for your review along with its exhibits the engineer’s report and assessment methodology.

The fifth order of business is other financing matters. Enclosed for your review and approval is a copy of the investment banking agreement with MBS Capital Markets and a copy of resolution 2019-11 along with its exhibits.

The sixth order of business is ratification of engagement letter with Berger, Toombs, Elam, Gaines & Frank for FY18 audit services. A copy of the engagement letter is enclosed for your review.

The seventh order of business is consideration of landscape proposals. Copies of the proposals are enclosed for your review and approval.

The eighth order of business is consideration of proposals to pressure wash the fence. The one proposal received so far is enclosed for your review.

Enclosed under the ninth order of business are copies of the minutes of the November 27, 2018 meeting, the November 27, 2018 landowners’ election and the January 23, 2019 special meeting for your review and approval.

Copies of the balance sheet and statement of revenues and expenditures and the check register are enclosed for your review and approval.

The balance of the agenda is routine in nature and staff will present their reports at the meeting. If you have any questions, please contact me.

Sincerely,

Daniel Laughlin
Daniel Laughlin Manager

cc:	Jason Walters	Jennifer Gillis	Dan McCranie	
	Darrin Mossing	Karen Jusevitch	Tom Jones	
	Julie Best	Tony Shiver	Gabriel McKee	

AGENDA

Amelia Concourse Community Development District
Agenda
Tuesday	Amelia Concourse Amenity Center
February 19, 2019	85200 Amaryllis Court
11:00 a.m.	Fernandina Beach, Florida 32034
Call In # 1-800-264-8432 Code # 988243
www.ameliaconcoursecdd.com

Roll Call

Audience Comments

Affidavit of Publication

Public Hearing to Consider the Imposition of Special Assessments for Phase III
Consideration of Resolution 2019-10

Other Financing Matters
Consideration of Investment Banking Agreement with MBS Capital Markets, LLC

Consideration of Delegation Resolution 2019-11
Third Supplemental Indenture

Fourth Supplemental Indenture

Bond Purchase Agreement

Preliminary Limited Offering Memorandum

Continuing Disclosure Agreement

Collateral Assignment Agreement

Acquisition Agreement

Completion Agreement

True-Up Agreement

Declaration of Consent

Ratification of Engagement Letter with Berger, Toombs, Elam, Gaines & Frank for FY 18 Audit Services

Consideration of Landscape Proposals
BrightView

Trim All

Martex

Consideration of Proposals to Pressure Wash the Fence

Discussion of Activity Pool Refurbishment

Approval of Minutes
November 27, 2018 Meeting

November 27, 2018 Landowners’ Election

January 18, 2019 Special Meeting

Other Business

Staff Reports
Attorney

Engineer

Manager

Operations Manager – Report

Financial Reports
Balance Sheet and Statement of Revenues & Expenditures

Approval of Check Register

Assessment Receipts Schedule

Audience Comments / Supervisor’s Requests

Next Scheduled Meeting – May 21, 2019 at 11:00 a.m. at the Amelia Concourse Amenity Center

Adjournment

THIRD ORDER OF BUSINESS

NEWS-LEADER
Published Weekly
511 Ash Street/P.O. Box 16766 (904) 261-3696
)!'ernandina Beach, Nassau County, Florida 32034

STATE OF FLORIDA
COUNTY OF NASSAU:

Before the undersigned authority personally appeared
Foy R. Maloy, Jr

Who on oath says that (s)he is the Publisher of the
Fernandina Beach News-Leader, a weekly ne paper published at Fernandina Beach in Nassau County, Florida; that the attached copy the advertisement, being a DISPLAY LEGAL NOTICE in the matter of

N/ PUBLIC HEARING
AMELIA CONCOURSE CDD

Was published in said newspaper in the issue(s) of

01/25/2019 02/01/2019
LEGAL DISPLAY

Affiant further says that the said News-Leader is
a newspaper published at Fernandina ];leach, in said Nassau County, Florida and that the said newspaper has heretofore been continuously published in said Nassau County, Florida, each week and has been entered as second class mail matter at the post office in Fernandina Beach in said Nassau County, Florida, for a period of one year preceding the first publication of the attached copy
of advertisement; and Affiant further says that (s)he has neither paid nor promised any person, firm or corporation any discount,
rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper.

Sworn to and subscribed to before me
This 1st day of February, A.D. 2019

Qspersonally Known

F olaryServica.com

"-•.'J-i:·r.,;.· , , :::	EXPIRES June 09, 2020

,,t11
(407) 398-0153

RO ERT O FIEGE

::•:::j;N••--: MY COMMISSION# GG000705

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.. · FLORIDA STATUTES, BY THE AMELIA CONCOURSE COMMUNITY D_EVELOPMENT DISTRICT
NOTICE OF;PU:BLIC ilEAJ{ING.TO CONSIDER.ADOPTION.OF ASsts.sMENT ROLL PURSUANT TO SECTION 197.3632(4)
(b),"FLORIDA STATUTES, BY THE AMELIA CONCOURSE_COMMUNITY DEVEL.OPMENT DISTRICT.
••    .	..	•	'	•    t .	.	•	•	•	•

NOTICE OF REGULAR MEETING OF THE BOARD OF SUPERVISORS OF THE
A LIA CONCOURSE COMMUNITY DITIVELOPMENT  DISTRICT.	.
.    .The. Board  f  Supe isdri .("Board'  of the Amelia·  Com:ow:se Community Development District	W1IERµS, the cthereby_determinesthat benefits will accrue to the property improved, the amount (''District") will hold·public hearings on February :J.9, 2019 at 11:00 a.m. at the Amelia Concourse · of those benefits," and that-special assessments will be made in proportion to the benefits received as set forth
Ame ity Center, 85200:Amaryllis  Court,  Fernandina  Beach, Florida 32034, to  consider the adoption of  .  in the Third Supplemental  Special  Assessment  Methodolcgy-Report for  Capital  Imprpvement  Revenue  Bonds,  · an assessment roll, the imp ition of special assessments to secure proposed bonds on benefited lands Within	Series 2019 (Phase DI Project), dated february, 2019 attached hereto as Exhibit B and incorporated herein by the District, <!,epictiol). of:which lands is shown below, arid to provide for the levy, collection and enforcement	reference and on file at c/o Governmental. Management Services, LLC, 475 West Town Place, Suite 114;.St. of the  special assessments.· The streets  and areas to be improved  are geographically depicted  below and	Augustine, Florida 32092 (the ''District Records Office"), and at the offices ofMcCranie & Associates, 3 South
in the .J;)istrict's Am(!lia  Concourse Subdivision  Phase m Engineer's  Report, January 7, 2019, prepared by	2nd Street, Fernandina Beach, Florida 32034 ("District Local Records Office' ; and
Mccranie & Associates, Inc..(''Improvement Plan"). The public hearing is being conducted pursuant to	WHEREAS, the District hereby determines _that the Assessments to be levied·will not exceed the lJ.enefit Chapters·110, 190 and 191,Florida Statutes. A description of the property to be assessed and the amount·• ·totli.e property improved.	·
to be assessed to  each piece or parcel of pr:operty  may  be ascert$ed at the office of the District Manager	··.	.	·_	·•
located at G"overnmental Management Service, LLC, 475 West Town Place, Suite114, St. _Augustine; Florida	N:OW, THEREFORE; BEI'1'. RESClLVED BYTBE BOARD OF SUPERVISORS OF.THE

.	.	•.·· ....

32092, Ph: (904) 940-5850 (''District Manager's Office';,	'	·   .	· ., ·	AMELIA CONCOURSE. C_QMMUNITYDEVELOPMENT DISTRICT:
.	,.;.:	·.
The District is· a.'ull;it of special-purpose local government :responsible  for provjding  infrastructure. .	· L ·· Akessln ts shall be.levied:fu d y	the cQst of the Improvements.		. "improvements   for  lands   within  the  District.     The  infrastructure  imp vements   (''Improvem ") are   .		2. . The natur and general location o.t:, and plans and speci;&cations for, the Improvements are described currently expected to include, but are not limited to, storinwater management system, wetlands mitigation, · -in Exhibit A;i 'js on file at the District Records Office. Exhibit B is al$o on file and available for public wastewater colle1:1tion _system; potable water. distribution  system, roadways,  recreation· area, entrance. ,inspecµon atthe:sattie location.	.    ·_.	.	.
features, landse!!ping, and perimeter fencing and }?uffering, all as more specifically described in the Capital···. ,	3• ,The total estimated cost of the Improvements is $5,822,330 (the ''Estimated Cost'').
.Improvement  Plan, .on file and  available  during normal  business  hours at tl).e District Manager's  Office.  . .	4. ·:'.pie Assessm will defray approximately $6,630,000, which includes the Estimated Cost, plus According to the Improvement  Plan and  Ass_essment  Report, the estimated  CQst. of the Improvements  is•.  ':financing-related C"'...,  capitalized mte·rest, del:it •-,;ce•reserve and contingency.	.   .	·

$5,822,33,0.	··	·

.	5.   · Tb.e·ma-n.n.e.r. in which the Assessmen"t"s '.s.hall  be apportioned  and paid  is set forth  in Exhibit  B,

The District  intends to impose assessments  on  benefited  lands within  the Distr in the manner set	including provisions f'or supplemental assessment res.olutions.
forth in the District's Third Supplemental Special Assessment Methadologj,.Report for Capital Improvement   ·  ·  _ 6. .	The Assess_m shall be_ levied, within th_e Di trict, on-all lots and·lands adjoining ai_id contiguous
Jl,t11enue  Bonds,  S'3ries W19  (Phase. III  Project),  dated ·February, ·2019,  and preparFd. by Government . ·..  or boundl!_li and_ ab  gu on 5?--cµ unprQJ ellt!Jpr   _e 1ally b nefitted thereby·and further designated by th  ·
i,Manageme t:-  e    s?le,LC ("Assessment Report"), which is on file and _available dw,ing h<irmal busll!eii:, "-:.	P.l,a, l:\ irui,fter,_cp.roV).d f r;,:.c:,·   7;   ,	··	.     •	·   • ,  .
;ho.urs at t9e.cD1stt1<;t-Manager's Office.	. ...."''."'"· ,'·:tf-:,  . There lS on file, iit the.Ptl!trlct Recoriui	.    :i!n assessment plat showingthe area to be assessed;'
.	"'. ''	_.   .·.  .	.	.	•	·  · .'	.-..	filfcertain plans and specifications descril:iing'l:lie Im	.	and the estimated oost of the Improvements,
The  puniose  of  any such assessment 1s to secure t4e bonds  issued  to  fund the: Improvements.   As	all of which s_hall be open to inspection by the public.	.
described  iq.  o e detail  in the Assessment  Report, the District's a essm!:)nts  will ·pe·1evied against.all	S. · Commencing witl:i-the year in which the Assessments are confirmed, the Assessments shall be paid
. benefi ed land within the District.   The Assessment Rep_ort identifies m·aximum assessment amounts for	in not more than (30) thirty annual instalbnents. The Assessments may be payable at the same time and \n
. the land use category that is currently·exJ)ected to be assessed.·Toe method of allocating assessmei,ns for the	the same manner as are ad-valorem taxes and collected pursuant to Chapter 197, Florida Statutes;·provided, Improvements to:b.e ;funded-by the District will initially be determined nan equal assessment per gross a.ere	however, that in the event the uniform non ad-valorem assessment method of collecting the Assessments is not
basi ,. and will be: l9ca ed ·on an  quivalent residential  unit C'BRU'') basis at the time that such property is	av ble to the District in any year;or if determined by the District to be in its best 'interest, the Assessments platted-or suqject t6 a site plan. Please consult the Assessment Report fur a more detailed explanation of the	may be collected as is otherwise permitted.by law.	·	·	· ·
methodology.	·	·	·	·  ·  9•.   The District Manager has caused to be made a preliminary assessment roll,.in·accordance with the
·. The annual p.rinc_·ipal_ ;\Ssessment levied agam• ·st each parcel will be based on repaym'ent over-thirty (30)	method of ass·essment described in ExhibitB   hereto, which shows the lots and lands assessed, the amount of

years of the total d bt 'allocated to each parcel. The District expects to collect sufficient revenues to retire

benefit to and the assessment against each lot or·parcel of land and the number of annual installments into

no more th.an $_6_,- 30_·,0,_.00i.i:r_.d_·_ebt to be assessed by the.District,·.exclusive of fees and·:C_·:osts o_f  collection or	which the   11Ssessment may be divided, which assessment roll is hereby adopted and approved as teh
preliminary a.s:sessi;nent roll.	·:	· · ·

DiSttict's

enforcement;" discoi.ui for "early payment and interest. The prop<>sed annual schedule of assessments is as	lO.   The Board sh	adopt a subsequent resolution to fix a time and place at which the owners of property
:tbl.lows:	·· ···., -· ':·  ·  ·	•	·	· · :    ·  ·	· ·	f  ·	·	to be assessed  or any other persons interested therein may appear  before the Board and  be heard as to the

propriety and advisability of the assessments or the making of the Improvements, the cost thereof, the manner
· of payment therefore, or the ammmt-thereof to be assessed against each property as imp oved. . ·

a

. 11. . The District Manager is hereby directed to.cause this Resolution to be publishedtwice (once a week for two (2) weeks) in newspaper of general ciri;ulation within Nassau County and to provide s_uch other notice 11!1 may be required by law or desired in the best interests of the District.
All resoluti,ons orparts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed. Specifically, Resolution 2619-02 is hereby.superseded and repealed.
This Resolution shall become effective upon its passage.	·	,,,
PASSEDANDADOPTED-this lSthdayofJanuary,2019.

I l'alilllY   I	I	I
"Gr.oss Assessment include early payment di_scowit 4% and collection costs of3% for a total of7%.

.	Toe assessments may be·prepaid in who! at any time, or in some instances in part, or may be paid in

Tax

not more than thh1y (30) annual installments subsequent to the issuance of debt to finance the improvements. These annual assessments·will be collected on the Nassau County tax roll by the	Col(ectoi: Al:tematively, .

Is( ASSISTANT SECRETARY
.	.

DEVELOPMENT DISTRICI'
Isl CBMRPERS,ON.

the District may choose to directly collect and enforce these assessments. All affected property owners have the right to appear at1he public hearings and 1he _right to file written objections with1h District within twenty
days of1he _publication of this oti . •
Also ()D February 19, 2019 at 11:00 a.m. attbeAmelia Concourse Amenity Center, 85200Amaryllis
Court, FernaDcdina Beach, Florida 32034,1he Board will hold a regular public meetingto consider any qthet
·business that may lawfully be considered by the District. Toe Board m and hearings are open to the public and will be conducted in accordance with the provisions of Florida law for communify development districts. Toe Board meeting and/or the publichearings.may be continued in progress a c¢ain date and time announced at such meeting and/or hea,rings.	- ' ·
If anyone chooses to appeal.any decision of the Board with respect to any matter considered at the meeting
or·hearings, such person will need a recoEd of the proceedings and should accordingly ensure that a verbatim record of the pro_ceedings is made, which includes the testimony arid evidence upon which such appeal is to be based.	· ·	· ·
Any person requiring speci;u acco'1)1llodations at the meeting or hearings because.of a disability or physical impairment-should contact the District Manager's Office at least 48 hours prior to the meeting. Jfyou are 'he g or speech impaired, please·contact the Florida Relay ervice _ai 1-800-955-8770 for aid in c g. the District office.	·
"AMELIA CONCO E COMMUNITY DEVELOPMENT DISTRICT
RESOLUTION 2019-08
RESOLUTioN·oF-TBE BOARD OF·slJl.>ERV1SORS oF THE AMELiA·coNcoURSE COMMUNITY DEVELO:l'MENT DISTRlCT DECLARING SPECIAL ASSESSMENTS FOR PHASE 'J;'BREE; JNDiCATING TBE LOCATION, N URE AND ESTIMATED COST OF mosE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO  BE  DEFRAYED BY 1J1E SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COS'.[' OF THE IMPROVEMENTS TO BE DEFRAYf;D BY THE SPEq:ALASSESSMENTS;
PROVIDINGTHENIANNERINWHICHSUCHSPECIALASSESSMENTSSHALLBEMAl)E; PROVIDING WHEN SUCH SPECIAL ASSESSl\fPITS SHALL BE l'AID; DESIGNATING IANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSE MENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; l'ROVIDING FOR l'UBLICATION OF THIS RESOLUTION.
'WHEREAS, the Board of Supervisors (the "Board") of the Amelia Concourse Conµnunity Development District (the "District'')°hereby determines to undertake, install, plan, establish, constructor reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the in:frastru(:lture'improvements (the "Improvementsj
described in the District's Amelia Concourse Subdivision Phase mEngineers Report, dated January 7, io19,
attached hereto as Exhibit A and incorporated herein by reference; and	·	·	·	·
WHEREAS, it is in the best interest of the District to pay the cost of the Jmprovem by special assessments pursuant to Chapter 190, Florida Statutes, (the "Assessmeitts''); and
WHEREAS, the District is empowe.red by Chapter -190, the Unifonn Community Development District Act, apter 170, Supplem tal and Alt ative Method of Making Local Municipal Jmprovement;J, and
- Chapter 197, the Unifonn"Methodfor the Levy, Collection and EnforcementofNon-Ad Valorem Assessments, Florida Statutcis, to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge '?f extend, equip, operate, and maintain the Improvements and to impose, l vy and collect the AssesSlil:ents; and ·
-	-	-	l

ExhibitA: - AmeliaConaourseSubdivisiohPhasemEngineer 'Report, dated January 7, 2019
Exhibit B: third Suppleme!'tal Special A:ssessment Methodology Report for-. .
Capftal Imjn'O'Vement Revenue Bonds,·Series 2019 (Phase m Project), dated February, 2019

):f,/

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.'·
•I••

VICINIT'f MAP
AMELIA CON90URSE, -COD
AMELIA CONC.OURSE DEVELOPMENT, LLC

ExHIBIT 1

 	

FOURTH ORDER OF BUSINESS

A.

RESOLUTION 2019-10

A RESOLUTION OF THE AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING DISTRICT PROJECTS FOR CONSTRUCTION AND/OR ACQUISITION OF INFRASTRUCTURE IMPROVEMENTS; EQUALIZING, APPROVING, CONFIRMING, AND LEVYING SPECIAL ASSESSMENTS ON PHASE III SPECIALLY BENEFITED BY SUCH PROJECTS TO PAY THE COST THEREOF; PROVIDING FOR THE PAYMENT AND THE COLLECTION OF SUCH SPECIAL ASSESSMENTS BY THE METHODS PROVIDED FOR BY CHAPTERS 170, 190 AND 197, FLORIDA STATUTES; CONFIRMING THE DISTRICT'S INTENTION TO ISSUE CAPITAL IMPROVEMENT REVENUE BONDS; MAKING PROVISIONS FOR TRANSFERS OF REAL PROPERTY TO GOVERNMENTAL BODIES; PROVIDING FOR THE RECORDING OF AN ASSESSMENT NOTICE; PROVIDING FOR SEVERABILITY, CONFLICTS AND AN EFFECTIVE DATE.

RECITALS

WHEREAS, Amelia Concourse Community Development District (“District”) previously indicated its intention to construct certain types of infrastructure improvements and to finance such infrastructure improvements through the issuance of bonds, which bonds would be repaid by the imposition of special assessments on benefited property within the District; and

WHEREAS, the District Board of Supervisors (“Board”) noticed and conducted a public hearing pursuant to Chapters 170, 190 and 197, Florida Statutes, relating to the imposition, levy, collection and enforcement of such assessments.

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

SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapters 170, 190 and 197, Florida Statutes, including without limitation, Section 170.08, Florida Statutes.

SECTION 2. FINDINGS. The Board hereby finds and determines as follows:

The District is a local unit of special-purpose government organized and existing under and pursuant to Chapter 190, Florida Statutes, as amended.

The District is authorized by Chapter 190, Florida Statutes, to finance, fund, plan, establish, acquire, install, equip, operate, extend, construct, or reconstruct roadways, stormwater

management facilities, water, sewer and irrigation utilities infrastructure, offsite improvements, landscaping, lighting and recreational facilities, and other infrastructure projects and services necessitated by the development of, and serving lands within, the District.

The District is authorized by Chapter 190, Florida Statutes, to levy and impose special assessments to pay all, or any part of, the cost of such infrastructure projects and services and to issue special assessment bonds payable from such special assessments as provided in Chapters 170, 190 and 197, Florida Statutes.

It is necessary to the public health, safety and welfare and in the best interests of the District that (i) the District provide Phase III of the project (the “Phase III Project”), the nature and location of which was initially described in Resolution 2019-08, and is shown in the Amelia Concourse Subdivision Phase III Engineer’s Report, dated January 7, 2019 (the “Engineer’s Report”), and which Phase III Project's plans and specifications are on file in the offices of the District Manager at 475 West Town Place, Suite 114, St. Augustine, Florida 32092 and the local records office at McCranie & Associates, 3 South 2nd Street, Fernandina Beach, Florida 32034; (ii) the cost of such Phase III Project be assessed against the lands specially benefited by such Phase III Project; and (iii) the District issue bonds to provide funds for such purposes pending the receipt of such special assessments.

The provision of said Phase III Project, the levying of such Special Assessments (hereinafter defined) and the sale and issuance of such bonds serves a proper, essential, and valid public purpose and is in the best interests of the District, its landowners and residents.

In order to provide funds with which to pay a portion of the costs of the Phase III Project which are to be assessed against the benefitted properties, pending the collection of such Special Assessments, it is necessary for the District from time to time to sell and issue its Capital Improvement Revenue Bonds, in one or more series (the “Bonds”).

By Resolution 2019-08, the Board determined to provide the Phase III Project and to defray the costs thereof by making Special Assessments on benefited property in Phase III and expressed an intention to issue Bonds, notes or other specific financing mechanisms to provide a portion of the funds needed for the Phase III Project prior to the collection of such Special Assessments. Resolution 2019-08 was adopted in compliance with the requirements of Section 170.03, Florida Statutes, and prior to the time it was adopted, the requirements of Section 170.04, Florida Statutes, had been met.

As directed by Resolution 2019-08, said Resolution 2019-08 was published as required by Section 170.05, Florida Statutes, and a copy of the publisher's affidavit of publication is on file with the Secretary of the Board.

As directed by Resolution 2019-08, a preliminary assessment roll was adopted and filed with the Board as required by Section 170.06, Florida Statutes.

As required by Section 170.07, Florida Statutes, upon completion of the preliminary assessment roll, the Board adopted Resolution 2019-09 fixing the time and place of a public hearing

at which owners of the property to be assessed and other persons interested therein may appear before the Board and be heard as to (1) the propriety and advisability of making the infrastructure improvements constituting the Phase III Project, (2) the cost thereof, (3) the manner of payment therefore, and (4) the amount thereof to be assessed against each specially benefited property or parcel and provided for publication of notice of such public hearing and individual mailed notice in accordance with Chapters 170, 190 and 197, Florida Statutes.

Notice of such public hearing was given by publication and also by mail as required by Section 170.07, Florida Statutes. Affidavits as to such publications and mailings are on file in the office of the Secretary of the Board.

On February 19, 2019, at the time and place specified in the resolution and notice referred to in paragraph (k) above, the Board met as an Equalization Board and heard and considered all complaints and testimony as to the matters described in paragraph (j) above. The Board has made such modifications in the preliminary assessment roll as it deems necessary, just and right in the making of the final assessment roll.

Having considered the estimated costs of the Phase III Project, estimates of financing costs and all complaints and evidence presented at such public hearing, the Board of Supervisors of the District further finds and determines:

that the estimated costs of the Phase III Project is as specified in the Engineer’s Report (attached as Exhibit A hereto and incorporated herein by this reference), which Engineer’s Report is hereby adopted and approved, and that the amount of such costs is reasonable and proper; and

it is reasonable, proper, just and right to assess the cost of such Phase III Project against the properties within Phase III of the District specially benefited thereby using the method determined by the Board set forth in the Third Supplemental Special Assessment Methodology Report for Capital Improvement Revenue Bonds, Series 2019 (Phase III Project), dated February, 2019, for the Bonds (the “Assessment Report,” attached hereto as Exhibit B and incorporated herein by this reference), which results in the special assessments set forth on the final assessment roll (the “Special Assessments”); and

it is hereby declared that the Phase III Project will constitute a special benefit to all parcels of real property listed on said final assessment roll and that the benefit, in the case of each such parcel, will be equal to or in excess of the Special Assessments thereon when allocated as set forth in Exhibit B; and

it is in the best interests of the District that the Special Assessments be paid and collected as herein provided.

SECTION 3.  AUTHORIZATION OF DISTRICT PROJECT.  That certain Phase III
Project for construction of infrastructure improvements initially described in Resolution 2019-08, and more specifically identified and described in Exhibit A attached hereto, is hereby authorized and

approved and the proper officers, employees and/or agents of the District are hereby authorized and directed to take such further action as may be necessary or desirable to cause the same to be made.

SECTION 4. ESTIMATED COST OF IMPROVEMENTS. The total estimated costs of the Phase III Project and the costs to be paid by Special Assessments on all specially benefited property are set forth in Exhibits A and B, respectively, hereto.

SECTION 5. EQUALIZATION, APPROVAL, CONFIRMATION AND LEVY OF
SPECIAL ASSESSMENTS. The Special Assessments on the Phase III parcels specially benefited by the Phase III Project, all as specified in the final assessment roll set forth in Exhibit B, attached hereto, are hereby equalized, approved, confirmed and levied. Immediately following the adoption of this Resolution these Special Assessments, as reflected in Exhibit B, attached hereto, shall be recorded by the Secretary of the Board of the District in a special book, to be known as the “Improvement Lien Book.” The Special Assessment or assessments against each respective parcel shown on such final assessment roll and interest, costs and penalties thereon, as hereafter provided, shall be and shall remain a legal, valid and binding first lien on such parcel until paid and such lien shall be coequal with the lien of all state, county, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims. Prior to the issuance of any bonds, including refunding bonds, the District may, by subsequent resolution, adjust the acreage assigned to particular parcel identification numbers listed on the final assessment roll to reflect accurate apportionment of acreage within the District amongst individual parcel identification numbers. The District may make any other such acreage and boundary adjustments to parcels listed on the final assessment roll as may be necessary in the best interests of the District as determined by the Board by subsequent resolution. Any such adjustment in the assessment roll shall be consistent with the requirements of law. In the event the issuance of bonds, including refunding bonds, by the District would result in a decrease of the Special Assessments, then the District shall by subsequent resolution, adopted within sixty (60) days of the sale of such bonds at a publicly noticed meeting and without the need for further public hearing, evidence such a decrease and amend the final assessment roll as shown in the Improvement Lien Book to reflect such a decrease.

SECTION 6. FINALIZATION OF SPECIAL ASSESSMENTS. When the entire Phase
III Project has both been constructed or otherwise provided to the satisfaction of the Board, the Board shall adopt a resolution accepting the same and determining the actual costs (including financing costs) thereof, as required by Sections 170.08 and 170.09, Florida Statutes. Pursuant to the provisions of Section 170.08, Florida Statutes, regarding completion of a project funded by a particular series of bonds, the District shall credit to each Special Assessment the difference, if any, between the Special Assessment as hereby made, approved and confirmed and the actual costs incurred in completing the Phase III Project. In making such credits, no credit shall be given for bond financing costs, capitalized interest, funded reserves or bond discounts. Such credits, if any, shall be entered in the Improvement Lien Book. Once the final amount of Special Assessments for the entire Phase III Project has been determined, the term “Special Assessment” shall, with respect to each parcel, mean the sum of the costs of the Phase III Project.

SECTION  7.	PAYMENT OF SPECIAL ASSESSMENTS AND METHOD OF COLLECTION.

The Special Assessments may be paid in not more than thirty (30) substantially equal consecutive annual installments of principal and interest. The Special Assessments may be paid in full without interest at any time within thirty (30) days after the completion of the Phase III Project and the adoption by the Board of a resolution accepting the Phase III Project; provided, however, that the Board shall at any time make such adjustments by resolution, at a noticed meeting of the Board, to that payment schedule as may be necessary and in the best interests of the District to account for changes in long and short term debt as actually issued by the District. All impact fee credits received shall be applied against the outstanding indebtedness of any debt issuance that funded the improvement giving rise to the credits which application may be addressed by such resolutions. At any time subsequent to thirty (30) days after the Phase III Project has been completed and a resolution accepting the Phase III Project has been adopted by the Board, the Special Assessments may be prepaid in full including interest amounts to the next succeeding interest payment date or to the second succeeding interest payment date if such a prepayment is made within forty-five (45) calendar days before an interest payment date. The owner of property subject to Special Assessments may prepay the entire remaining balance of the Special Assessments or a portion of the remaining balance of the Special Assessment at any time if there is also paid, in addition to the prepaid principal balance of the Special Assessment, an amount equal to the interest that would otherwise be due on such prepaid amount on the next succeeding interest payment date, or, if prepaid during the forty-five day period preceding such interest payment date, to the interest payment date following such next succeeding interest payment date. Prepayment of Special Assessments does not entitle the property owner to any discounts for early payment.

The District may elect to use the method of collecting Special Assessments authorized by Sections 197.3632 and 197.3635, Florida Statutes (the “Uniform Method”). The District has heretofore taken or will use its best efforts to take as timely required, any necessary actions to comply with the provisions of said Sections 197.3632 and 197.3635, Florida Statutes. Such Special Assessments, with the consent of the Trustee, may be subject to all of the collection provisions of Chapter 197, Florida Statutes. Notwithstanding the above, in the event the Uniform Method of collecting its special or non-ad valorem assessments is not available to the District in any year, or if determined by the District to be in its best interest, the Special Assessments may be collected as is otherwise permitted by law. The District may, with the consent of the Trustee, collect Special Assessments by directly assessing landowner(s) and enforcing said collection in any manner authorized by law. Such special assessments shall at all times be collected in a manner consistent with applicable trust indenture.

For each year the District uses the Uniform Method, the District shall enter into an agreement with the Tax Collector of Nassau County who may notify each owner of a lot or parcel within the District of the amount of the special assessment, including interest thereon, in the manner provided in Section 197.3635, Florida Statutes.

SECTION 8. APPLICATION OF TRUE-UP PAYMENTS.

There may be required from time to time certain true-up payments as specified in supplemental assessment methodology reports. As parcels of land or lots are platted, the Special Assessments securing the Bonds shall be allocated as set forth in such reports. In furtherance thereof, at such time as parcels or land or lots are platted, it shall be an express condition of the lien

established by this Resolution that any and all initial plats of any portion of the lands within the District, as the District’s boundaries may be amended from time to time, shall be presented to the District Manager for review, approval and calculation of the percentage of acres and numbers of units which will be, after the plat, considered to be developed. No further action by the Board of Supervisors shall be required. The District’s review shall be limited solely to this function and the enforcement of the lien established by this Resolution. The District Manager shall cause the Special Assessments to be reallocated to the units being platted and the remaining property in accordance with such supplemental assessment methodology reports, cause such reallocation to be recorded in the District’s Improvement Lien Book, and shall perform the true-up calculations described in supplemental assessment methodology reports, which process is incorporated herein as if fully set forth. Any resulting true-up payment shall become due and payable that tax year by the landowner(s) of record of the remaining property, in addition to the regular assessment installment payable with respect to the remaining developable acres.

The District will take all necessary steps to ensure that true-up payments are made in a timely fashion to ensure its debt service obligations are met. The District shall record all true-up payments in its Improvement Lien Book.

The foregoing is based on the District's understanding with DFC Amelia Concourse Phase III, LLC that it intends to develop the unit numbers and types shown in Exhibit B, on the net developable acres and is intended to provide a formula to ensure that the appropriate ratio of the Special Assessments to developable acres is maintained if fewer units are developed. However, no action by the District prohibits more than the maximum units shown in Exhibit B from being developed. In no event shall the District collect Special Assessments pursuant to this Resolution in excess of the total debt service related to the Phase III Project, including all costs of financing and interest. The District recognizes that such events as regulatory requirements and market conditions may affect the timing and scope of the development in the District. If the strict application of the True-Up Methodology to any assessment reallocation pursuant to this paragraph would result in Special Assessments collected in excess of the District's total debt service obligation for the Phase III Project, the Board shall by resolution take appropriate action to equitably reallocate the Special Assessments. Further, upon the District’s review of the final plat for the developable acres, any unallocated Special Assessments shall become due and payable and must be paid prior to the District’s approval of that plat.

The application of the monies received from true-up payments or assessments to the actual debt service obligations of the District, whether long term or short term, shall be set forth in the supplemental assessment resolution adopted for each series of Bonds actually issued. Such subsequent resolution shall be adopted at a noticed meeting of the District, and shall set forth the actual amounts financed, costs of issuance, expected costs of collection, and the total amount of the assessments pledged to that issue, which amount shall be consistent with the lien imposed by this Resolution. Each such supplemental resolution shall also address the allocation of any impact fee credits expected to be received from the provision of the project funded by the corresponding series of bonds issued or to be issued.

SECTION  9.  GOVERNMENT  PROPERTY;  TRANSFERS  OF  PROPERTY TO
UNITS OF LOCAL, STATE, AND FEDERAL GOVERNMENT. Property owned by units of

local, state, and federal government shall not be subject to the Special Assessments without specific consent thereto. In addition, property owned by a property owners association or homeowners association that is exempt from special assessments under Florida law shall not be subject to the Special Assessments. If at any time, any real property on which Special Assessments are imposed by this Resolution is sold or otherwise transferred to a unit of local, state, or federal government (without consent of such governmental unit to the imposition of Special Assessments thereon), all future unpaid Special Assessments for such tax parcel shall become due and payable immediately prior to such transfer without any further action of the District.

SECTION 10. ASSESSMENT NOTICE. The District’s Secretary is hereby directed to record a general Notice of Assessments for Phase III in the Official Records of Nassau County, Florida, which shall be updated from time to time in a manner consistent with changes in the boundaries of the District.

SECTION 11. SEVERABILITY. If any section or part of a section of this Resolution be declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this Resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this Resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.

SECTION 12. CONFLICTS. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed.

SECTION 13. EFFECTIVE DATE. This Resolution shall become effective upon its adoption.

{Signatures Set Forth on the Following Page}

APPROVED AND ADOPTED THIS 19th DAY OF FEBRUARY, 2019.

Secretary/Assistant Secretary	Chairman, Board of Supervisors

Exhibit A:	Amelia Concourse Subdivision Phase III Engineer’s Report, dated January 7, 2019 Exhibit B:	Third Supplemental Special Assessment Methodology Report for Capital Improvement Revenue Bonds, Series 2019 (Phase III Project), dated February, 2019

Amelia Concourse Subdivision Phase III

Engineers Report

Prepared for:

Amelia Concourse Community Development District Board of Supervisors

Prepared by:

McCranie & Associates, Inc. Daniel I. McCranie, P.E.

January 7, 2019

INTRODUCTION

The Amelia Concourse Community Development District (the "District"), encompasses approximately 200 acres within the unincorporated area of the Eastern part of Nassau County, Florida. The District was established for the purpose of financing and managing the acquisition, construction, maintenance and operation of a portion of the infrastructure necessary for the community development within the District. The District is located in Parts of Section 30, Township 2 North, Range 27 East. The District is currently bounded to the north by the Amelia National single-family development, to the east by Timberlake single-family development, vacant parcels and wetlands to the south and Hampton Lakes (aka Amelia Walk) single-family development to the west. Access to the District is via the Amelia Concourse roadway approximately two miles south of State Road 200/Highway AlA ("AlA"). The District lies approximately half way between I-95 and the Intercoastal Waterway. Exhibit 1 represents a Vicinity Map showing the location of the development and the adjacent roads and cities and Exhibit 2 is an enlarged Location Map of the same area. Exhibit 3 is a survey and legal description of the District.

The initial developer, Amelia Concourse Development, LLC (the "Original Developer") initially owned all of the land within the District and worked with the District to complete the Phase I capital improvements (the "Phase I Projects") and the recreation and amenity improvements, described in the Amelia Concourse Community Development District Engineers Report dated August 24, 2006, revised May 8, 2007, prepared by McCranie & Associates, Inc. (the "Original Engineers Report"). The project is being developed in three separate Phases. The Phase I Project and the Phase II Project have been completed.

The District is planned to consists of 458 single-family units. As of the date of this Report, all of the 133 lots comprising Phase I have been developed and sold to end users. As of the date of this Report, all of the 153 lots comprising Phase II have been developed and have been sold to end users. Phase III has 172 undeveloped, planned single-family units. Subsequent to the District pursuing a foreclosure action, due to the Original Developer's failure to pay debt and operations and maintenance assessments on the property comprising Phases II and III, Amelia Concourse SPE, LLC (the "New Landowner") acquired title to the property comprising Phases II and III. The New Landowner entered into purchase agreements with a local builder to purchase all of the lots comprising Phase II and all of the Phase III lots.

The District is now prepared to construct the Phase III Project. The purpose of this Engineer's Report is to supplement the Original Engineers Report, but solely with respect to Phase III.

All the infrastructure and subdivision improvements within the District have been designed to accommodate the project at build out as well as to conform to Nassau County's plans, rules and regulations for the area.

GOVERNMENT ACTIONS

Construction for the improvements for Phase I and Phase II is complete. Permitting for the improvements for Phase III is in process. The Nassau County Development Plans for Phase III were approved December 27, 2019. Table 1 is a list of all of the development permits applied for and received to date. Jurisdictional wetland delineation for the entire District has been completed and accepted by the St. Johns River Water Management District (SJRWMD). SJRWMD permit is approved. All applicable zoning, vesting and concurrency approvals are in place. Construction for Phase 1 improvements began in April 2006 and was completed in May, 2008. Construction for Phase 2 improvements began in August 2016 and was completed in June of 2017. The JEA has issued a water and sewer availability letter indicating the availability of water and sewer to serve the entire community. DEP water and sewer permits were issued January 17, 2019. There are no foreseeable issues that would hinder the ability to develop Phase III.

Table 1

Summary of Development Permits

Regulatory Agency	Type of Permit	Permit No.	Status	
St. Johns River WMD	Environmental Resource Permit – Phase II and III	
IND-089092522-23	Approved 3/16/15 Expires
3/16/20	
Nassau County	Phase I Development Plans	
SP04-035	Approved 05/17/2005
Constructed	
Nassau County	Phase II Development Plans	
SP12-010	Approved 7/29/13 Constructed	
Nassau County	Phase III Development Plans	
SP18-024	Approved 12/27/18	
U.S. Army Corps of Engineers	Wetland Impact –	SAJ – 2004-10791- BAL	Approved 06/12/2006
Completed.	
Dept. of Environmental Protection	Potable Water System Construction Permit – Phase I	
0083071-104-DS	Approved 08/21/2006
Completed	
Dept. of Environmental Protection	Waste Water System Construction Permit – Phase I	
0003013-082-DWC	Approved 08/20/2006
Completed	
Dept. of Environmental Protection	Potable Water System Construction Permit – Phase II	
0083071-154-DSGP	Approved 6/6/13 Completed	
Dept. of Environmental Protection	Waste Water System Construction Permit – Phase II	
0003013-175-DWC	Approved 6/6/13 Completed	
Dept. of Environmental Protection	Potable Water System
Construction Permit – Phase III	
0083071-217-DSGP	Approved 1/17/19	
Dept. of Environmental Protection	Waste Water System Construction Permit – Phase III	
0003013-241-DWC	Approved 1/17/19	

It is my opinion that there are no technical reasons existing at this time which would prohibit the implementation of the plans for the District as presented in the Summary of Estimated Project Cost (Table 2), subject to, continued compliance with all County requirements and permit issuance.

OVERVIEW OF PHASE III PROJECT
The following sub-sections describe the different public infrastructure improvements that relate to the development of the 172 planned single family lots in Phase III of the District (collectively, the Phase III Project).
STORMWATER MANAGEMENT SYSTEM
The design criteria for the District's stormwater management system are regulated by the SJRWMD. The District is located in the Nassau River drainage basin. The pre-development site runoff and water management conditions have been examined, modeled, and accepted by the SJRWMD. The existing onsite natural occurring wetlands have been delineated and verified by SJRWMD.

The stormwater management plan for the district focuses on utilizing newly constructed ponds, in upland areas, for stormwater treatment in conjunction with the natural occurring wetlands. The natural occurring wetlands and lake system account for approximately 35.5% of the District's land area.

The District's objectives for the stormwater management system are:

Provide stormwater quality treatment, storage, and conveyance.
To adequately protect development within the District from regulatory-defined rainfall events.
To maintain wetland hydro periods
To insure that adverse stormwater impacts do not occur upstream or downstream as a result of the development.
To satisfactorily accommodate stormwater runoff from adjacent off-site areas which naturally drain through the District.
To preserve the function of the floodplain storage during the 100-year storm event.

The stormwater collection and overflow systems will be a combination of curb inlets, pipe culverts, control structures and open waterways. Wetland hydro periods (normal pool and season high water elevations) will be maintained through proper design and maintenance of the overflow control structures. The stormwater management system for Phase 1 and Phase 2 is complete. The Phase III Project includes stormwater management for Phase III. The grading work includes the addition of dirt to the individual lots in order to meet the drainage requirements for the Phase III Project. All work on private property is being funded by the Developer.

WETLANDS MITIGATION

The proposed wetland mitigation consists of upland and wetland preservation in accordance with the permit requirements from the SJRWMD.

WASTEWATER COLLECTION SYSTEM

The District lies within the unincorporated area of Nassau County and the JEA provides the wastewater service. The District is in JEA’s Nassau County Regional W.W.T.P. service area. In 2005, a wastewater application for component parts of the first phase of the utility system was submitted and approved by the JEA. The outstanding permits in place today include the

infrastructure to handle all single family homes in the development. The District's onsite sanitary sewer system will consist of 8" and 10" gravity sewer lines with appurtenant manholes and one
(1) pumping station. For the first two phases of development, the District has installed the gravity sewer lines and approximately six hundred and forty feet (640) of 8" force main connecting with the existing JEA force main lying in the Amelia Concourse right-of-way. The Phase III project will include extending the system onsite to serve the remaining phase. The wastewater service for the first two phases of development included one (1) pump station along with appurtenant collection lines, manholes and force mains located within the right-of-ways. The Phase III Project will utilize the existing pump station.
POTABLE WATER DISTRIBUTION SYSTEM

The District lies within the unincorporated area of Nassau County and the JEA provides the potable water service. The District is served by a connection with the existing JEA water main in the Amelia Concourse right-of-way with water supplied by the Nassau Water Treatment Facility. The Phase III water distribution system will consist of 10”, 8”, 6”, and 4” water mains with appurtenant valves and fire hydrants.

ELECTRICAL DISTRIBUTION SYSTEM

The District lies within the unincorporated area of Nassau County and the Florida Power & Light (FPL) provides the electrical service. The District is served by a overhead lines along the Amelia Concourse right-of-way. The Phase III electrical distribution system only includes the underground conduit and vaults to serve the Phase III Project.

ROADWAYS

Primary vehicular access to the District is provided from the Amelia Concourse with Daisy Lane providing a two (2) lane, unloaded access road with a median at the entrance. Secondary vehicular access to the District is provided with Bellflower Way providing a two (2) lane, loaded access road. Amelia Concourse is a four-lane divided County road. The Amelia Concourse runs south from AlA along a portion of the northern boundary of the District. The development plan allows for three access points along the Amelia Concourse. The internal road design for the District complies with the Nassau County transportation road circulation design criteria. In the first phase of the development, Daisy Lane, along with the other local streets, provide access from each lot to the Amelia Concourse. Daisy Lane is irrigated and landscaped and has underground electric, streetlights and sidewalks. The District's major entrance features and landscaping were part of the first phase of development. All Phase I and Phase II improvements necessary for access to Phase III, have been constructed. All District roadways are public. The subdivision is not gated. The Phase III Roadways are local streets, providing access to all planned lots in Phase III.

RECREATION AREA

The recreation area is a one-acre site located within the District and was constructed with the Phase I improvements. The recreation area consists of a clubhouse, swimming pool, parking lot, and playground. The Phase II and Phase III Projects use/will use the previously completed recreational amenities.

ENTRANCE FEATURES, LANDSCAPING AND PERIMETER FENCING AND BUFFERING
The District has included signage and landscape features at the entrance of the District at the intersection of Daisy Lane and Amelia Concourse. Daisy Lane is heavily landscaped on both sides of the roadway. These features were constructed with the Phase I improvements. The Phase II project included perimeter fencing and buffering adjacent to the Phase II lots. The Phase III Project will include perimeter fencing and buffering.

PROJECT COSTS
The Summary of Estimated Project Costs for the Phase III Project detailed in Table 2 outlines the anticipated costs associated with the construction of the Phase III Project infrastructure. The costs associated with the Phase III infrastructure include, clearing, roadways and sidewalks, storm sewer system, potable water system, sanitary sewer system, underground utilities, landscaping, and perimeter buffering. Project costs in excess of the amounts provided by District Bond proceeds are expected to be paid from interest earnings or the developer. The Project Costs below have been allocated to work done on public property separately from work done on private property. The public property percentage is 31.9% when calculating construction costs for clearing and earthwork. This percentage calculation removes the +/- 19.88 Ac. of wetlands/open space from the calculations. The Clearing & Grading line item includes mobilization, erosion and sediment control, clearing & grading, final grading and performance bonds. The Roadway line item includes roadway construction, conduit under roadway and as-builts. The Stormwater line item includes the ponds, storm drain and sodding.

Table 2
Summary of Estimated Project Costs
Phase III

Category

Planned Improvements

Public Improvements

Private
Improvements	Ownership

O&M Responsibility

Clearing & Grading	$1,950,143	$721,255	$1,228,888	District	N/A	
Roadway	$924,503	$924,503		County	County	
Stormwater	$1,239,580	$1,239,580		District	District	
Water	$422,813	$422,813		JEA	JEA	
Sewer	$505,290	$505,290		JEA	JEA	
Total Contract Amount	$5,042,330	$3,813,441	$1,228,888			
Electrical	$140,000	$140,000		FPL	FPL	
Contingency	$405,000	$405,000				
Landscaping, Entry Monuments & Signs	
$145,000	
$145,000		
District	
District	
Engineering/Permitting	$90,000	$90,000				
Total Project Costs	$5,822,330	$4,593,441	$1,228,888			

SUMMARY AND CONCLUSION

The Phase III Project infrastructure, as outlined above, is necessary for the functional development of Phase III of the District as required by the applicable independent unit of local government. The planning and design of the infrastructure is in accordance with current governmental regulatory requirements. The infrastructure will provide their intended function so long as the construction is in substantial compliance with the design and permits.

Items of construction in this report are based on current plan quantities for the infrastructure construction as shown on the approved constructed drawings and specifications, last revision.

It is my professional opinion that the Phase III Project infrastructure costs provided herein for the District improvements are reasonable to complete the construction of the infrastructure described herein and that these infrastructure improvements will benefit and add value to the District. All such infrastructure costs are public improvements or community facilities as set forth in Section
190.012 (1) and (2) of the Florida Statutes.

The estimate of the infrastructure construction costs is composed of estimates or established contractual amounts and is not a guaranteed maximum price. The estimated cost is based on unit prices currently being experienced for ongoing and similar items of work in Nassau County and quantities as represented on the construction plans. The labor market, future costs of equipment and materials, and the actual construction process are all beyond my control.

Due to this inherent opportunity for fluctuation in cost, the total final cost may be more or less than this estimate.

The professional service for establishing the opinion of estimated construction costs are consistent with the degree of care and skill exercised by members of the same profession under similar circumstances.

Appendix A

Description

Exhibit 1.	Vicinity Map Exhibit 2.	Location Map
Exhibit 3.	District Legal Boundary and Description Exhibit 4.	Community Development Map

TO SAVANNAH

AMELIA CONCOURSE PROJECT SITE

FORT GEORGE

VICINITY MAP
AMELIA CONCOURSE, CDD AMELIA CONCOURSE DEVELOPMENT, LLC

EXHIBIT I

0	1400
Scale in Feet

0

AMELIA CONCOURSE PROJECT SITE

LOCATION MAP

AMELIA CONCOURSE CDD
AMELIA CONCOURSE DEVELOPMENT, LLC

EXHIBIT 2

DISTRICT BOUNDARY (ALL PHASES)

ALL  THAT  CERTAIN  TRACT  OR  PARCEL  OF  LAND  LYING  IN  SECTION  30,  TOWNSHIP  2  NORTH,  RANGE  28  EAST, NASSAU COUNTY , FLORIDA BEING MORE  PARTICULARLY  DESCRIBED  AS  FOLLOWS:  FOR  A  POINT  OF  REFERENCE COMME NCE AT THE NORTHWEST CORNER OF SECTION 32, TOWNSHIP 2 NORTH, RANGE 28 EAST,  NASSAU  COUNTY, FLORIDA SAID POINT LYING ON  THE  SOUTHERLY  LINE  OF  LANDS  NOW  OR  FORMERLY  OF  ROBERT  A.  MARINO  AND SOOK MARINO (ACCORDING TO DEED RECORDED IN BOOK  933  ,  PAGE  803  OF  THE  OFFICIAL  RECORDS  OF  SAID COUNTY); RUN THENCE SOUTH 89°-38'-10'' WEST, ALONG THE SOUTHERLY LINE OF LAST MENTIONED LANDS,
A  DISTANCE  OF  15 13 .44  FEET  TO  THE   SOUTHWEST   CORNER  THEREOF   AND  THE   POINT   OF   BEGINNING,  SAID  POINT ALSO LYING ON THE NORTHERLY  LINE  OF  LANDS  NOW  OR  FORMERLY  OF  LOUISE  WILLIAMS  (ACCORDING  TO  DEED RECORDED  IN  BOOK  5 48 ,  PAGE  805  OF  THE   OFFICIAL  RECORDS  OF  SAID  COUNTY).  FROM  THE   POINT  OF  BEGINNING THUS DESCRIBED  CONTINUE  SOUTH  89°-38'-10"  WEST  ALONG  THE  NORTHERLY  LINE  OF  LAST  MENTIONED  LANDS,  A DISTANCE OF 3771.54  FEET  TO  THE  SOUTHWESTERLY  CORNER  OF  SAID  SECTION  30;  RUN  THENCE  NORTH  0 1°- 14' - 16" WEST, ALONG THE WESTERLY SECTION OF LINE OF SAID SECTION 30 , A DISTANCE OF 3420.44 FEET TO A POINT ON A NON-TANGENT CURVE; RUN THENCE IN A SOUTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE , SAID CURVE
BEING CONCAVE TO THE NORTHEAST AND  HAVING  A RADIUS  OF  1104.93  FEET,  A CHORD  DISTANCE  OF  577.66  FEET TO THE POINT OF TANGENCY OF SAID CURVE, THE BEARING OF THE AFOREMENTIONED CHORD BEING SOUTH
38° - 50' - 48" EAST; RUN THENCE SOUTH 54° - 00'00" EAST, A DISTANCE OF 550 .6 1 FEET TO A POINT OF CURVATURE; RUN THENCE IN A SOUTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE,  SAID  CURVE  BEING  CONCAVE  TO  THE NORTHEAST AND HAVING  A  RADIUS  OF  2059.86  FEET,  A  CHORD  DISTANCE  OF  926.74  FEET  TO  THE  POINT  OF TANGENCY OF SAID CURVE, THE BEARING OF THE AFOREMENTIONED CHORD BEING SOUTH 6 7°- 00' - 00"  EAST ;  RUN THENCE SOUTH 80 °- 00' - 0 0'' EAST , A DISTANCE OF 2049 .03 FEET TO A POINT ON THE WESTERLY LINE OF THE AFOREMENTIONED LANDS NOW OR FORMERLY OF ROBERT A. MARINO AND SOOK  MARINO  (ACCORDING TO  DEED RECORDED IN BOOK 933, PAGE 803 OF THE OFFICIAL RECORDS  OF  SAID  COUNTY);  RUN THENCE  SOUTH  05° -0 0' - 00" EAST, ALONG THE WESTERLY LINE OF LAST MENTIONED LANDS, A DISTANCE OF  1911.51  FEET  TO THE  POINT  OF BEGINNING.

THE LAND THUS DESCRIBED CONTAINS 199 .83 ACRES , MORE OR  LESS,  AND  IS  SUBJECT  TO  ANY  EASEMENTS  OF RECORD THAT LIE WIT HI N.

;z:.­
""Cl
.ii
§
§

c::o,

1	t
DISTRICT LEGAL

a0	DESCRIPTION

EXHIBIT 3

§	AMELIA CONCOURSE, CDD

cg

oI .'-------------------AM-E-LI-A -CO-N-C-O-UR-S-E,-L-L-C 	'

PHASE I

ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING IN  SECTION  30,  TOWNSHIP  2  NORTH,  RANGE  28  EAST.  NASSAU  COUNTY  FLORIDA (BEING A PORTION OF LANDS DESCRIBED IN DEED RECORDED IN BOOK 1226, PAGE 1832 - 1835 OF THE OFFICIAL RECORDS OF SAID
COUNTY) AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR  A  POINT  OF  REFERENCE  COMMENCE  AT  THE  SOUTHWEST  CORNER  OF SAID SECTION 30 AND RUN NORTH 01' - 13' - 51" WEST, ALONG THE WESTERLY LINE OF SAID SECTION 30, A DISTANCE OF 3420 .44 FEET
TO A POINT LYING ON THE CURVED  SOUTHWESTERLY  RIGHT-OF  - W AY  LINE  OF  AMELIA  CONCOURSE  (A  150  FOOT  RI GHT - OF-W  AY);  RUN THENCE IN A SOUTHEASTERLY  DIRECTION  ALONG  THE  ARC  OF  A  CURVE  IN  LAST  MENTIONED  SOUTHWESTERLY  RIGHT-OF-WAY  LINE,  SAID CURVE  BEING  CONCAVE  TO  THE  NORTHEAST  AND  HAVING  A  RADIUS  OF   1104.93  FEET,  A  CHORD  DISTANCE   OF  584.45  FEET  TO  THE   POINT OF TA NGENCY , THE BEARING  OF  THE  AFOREMENTIONED  CHORD  BEING  SOUTH  38' - 50' - 23"  EAST;  RUN  THENCE  SOUTH  53' - 59' - 35"  EAST, ALONG LAST MENTIONED SOUTHWESTERLY RI GHT- OF -W AY LINE, A DISTANCE OF 550.61 FEET TO A POINT OF CURVATURE: RUN THENCE IN
A SOUTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE IN LAST MENTIONED SOUTHWESTERLY  RIGHT-OF-WAY  LINE,  SAID  CURVE  BEING CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 2059.86 FEET, A CHORD DISTANCE OF 18.39 FEET TO A POINT FOR THE POINT
OF BEGINNING, THE BEARING OF THE AFOREMENTIONED CHORD BEING SOUTH 54' - 13' - 17" EA ST.

FROM THE POINT OF BEGINNING THUS DESCRIBED CONTINUE THENCE IN A SOUTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE IN THE SOUTHWESTERLY RIGHT - OF - W AY LINE OF THE AFOREMENTIONED AMELIA CONCOURSE, SAID CURVE BEING CONCAVE  TO THE  NORTHEAST  AND HAVING A  RADIUS  OF  20 59 .86  FEET,  A  CHORD  DISTANCE  OF  908  .8 1  FEET  TO  THE  POINT  OF  TANGENCY,  THE  BEARING  OF  THE AFOREMENTIONED CHORD BEING SOUTH 67'-13'-10" EAST; RUN THENCE SOUTH 79' - 5 9' - 35" EAST, A DISTANCE OF 1145 .89 FEET TO A
POINT; RUN THENCE SOUTH 28' -35 ' - 00" WEST,  A  DISTANCE  OF  262.84  FEET  TO  A  POINT;  RUN  THENCE  SOUTH  10' - 00'- 25"  WE ST,  A DISTANCE OF 273.74 FEET TO A POI NT; RUN THENCE SOUTH 1 7' - 08' - 20"  EAST ,  A  DISTANCE  OF  147 .02  FEET  TO  A  POINT;  RUN  THENCE SOUTH  48' - 22' - 24"  WE  ST,  A  DISTANCE  OF  120 .00  FEET  TO  A  POI NT ;  RUN  THENCE  SOUTH  41" - 37' - 36"  EAST,  A  DISTANCE   OF   55.58 FEET TO A POI NT ; RUN THENCE SOUTH 48'-22'-24" WE ST, A DISTANCE OF 50 .00 FEET TO A POI NT; RUN THENCE IN A WESTERLY
DIRECTION ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 25 .00 FEET , A CHORD DISTANCE OF 35.36 FEET TO THE POINT OF TANGENCY, THE BEARING OF THE AFOREMENTIONED CHORD  BEING NORTH  86 ' - 37' - 36"  WEST; RUN THENCE SOUTH 48' - 22' - 24" WE ST, A DISTANCE OF 25 .11 FEET TO A POINT OF CURV ATURE; RUN THENCE IN A SOUTHWESTERLY DIRECTION ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE TO THE NORTHWEST AND HAVING  A RADIUS  OF  22 5.00  FEET,  A CHORD DISTANCE OF 55.54 FEET TO THE POINT OF TANGENCY , THE BEARING OF THE AFOREMENTIONED CHORD BEING SOUTH 55' - 26' - 44" WEST; RUN THENCE SOUTH 62' - 31' - 03" WEST, A  DISTANCE  OF  313.35  FEET  TO  A  POINT;  RUN  THENCE  SOUTH  27'-28'-57"  EAST,  A DISTANCE OF 120 .00 FEET TO A POT NT : RUN THENCE SOUTH 62' -3 1' - 03'' WEST, A DTSTANCE OF 115.37 FE ET TO A POTNT OF
CURVATURE ; RUN THENCE IN A NORTHWESTERLY DIRECTION ALONG THE ARC OF A CURVE, SAID CURVE BETNG CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 245.00 FEET, A CHORD DISTANCE OF 379 .27 FEET TO A POTNT OF REVERSE CURVATURE, THE BEARING OF THE AFOREMENTIONED CHORD BEING NORTH 66' - 45' - 58'' WEST; RUN THENCE IN A NORTHERLY DIRECTION ALONG THE ARC  OF  A CURVE,  SAID CURVE BEING CONCAVE TO THE WEST AND HAVING A  RADIUS  OF  543.68  FE ET,  A  CHORD  DISTANCE  OF  10.13  FEET  TO  A  POINT,  THE BEARING OF THE AFOREMENTIONED CHORD BEING NORTH 16'-29'-37" WEST; RUN THENCE SOUTH 74' - 36' - 00" WEST, A DISTANCE OF
107.73 FEET TO A POINT OF CURVATURE; RUN THENCE IN A NORTHWESTERLY DIRECTION ALONG THE ARC OF CURVE, SAID CURVE BEING CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 35 .00 FEET, A CHORD DISTANCE OF 46.52 FEET TO A POINT OF  REVERSE CURVATURE, THE BEARING OF THE AFOREMENTIONED CHORD BETNG NORTH 63' - 45' - 15" WEST; RUN THENCE IN A NORTHWESTERLY DIRECTION ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE TO THE SOUTHWEST AND HAloiNG A RADIUS  OF  395.00  FEET . A CHORD DISTANCE OF 306.39 FEET TO A POINT, THE BEARING OF THE AFOREMENTIONED CHORD BEING NORTH 44' -55' - 40" WEST; RUN
THENCE SOUTH 22' - 15' - 10" WE ST, A DISTANCE OF  120.00  FEET  TO  A POINT;  RUN THENCE  IN  A SOUTHEASTERLY  DIRECTTON  ALONG THE ARC OF A CURVE, SAID CURVE BETNG CONCAVE TO T HE SOUTHWEST AND HAVING A RADIUS OF 275 .00 FEET, A CHORD DlSTANCE OF 20 .42 FEET TO A POINT OF  REVERSE CURVATURE, THE  BEARING OF THE  AFOREMENTIONED CHORD  BEING SOUTH  65' - 37' -0 9" EAST; RUN THENCE  IN A EASTERLY DIRECTION ALONG THE ARC OF A CURVE, SAID CURVE  BEING CONCAVE  TO  THE  SOUTH  AND  HAVING  A RADIUS  OF  20 .00 FEET, A CHORD DISTANCE OF 19.27 FEET TO A POINT OF REVERSE CURVATURE,  THE  BEARING  OF THE AFOREMENTIONED CHORD  BEING NORTH 87' - 42' - 30" EAST; RUN THENCE IN A SOUTHWESTERLY DIRECTION  ALONG THE  ARC  OF  A CURVE, SAID CURVE  BEING  CONCAVE  TO THE SOUTHEAST AND HAVING A RADIUS OF 60.00 FEET, A CHORD DlSTANCE OF 67.55 FEET TO A POINT OF REVERSE CURVATURE, THE
BEARING  OF  THE  AFOREMENTIONED CHORD  BEING  SOUTH  24' - 3 9' - 24"  WEST;  RUN  THENCE  IN  A NORTHWESTERLY  DIRECTTON  ALONG THE  ARC OF  A  CURVE ,  SAID  CURVE  BEING  CONCAVE  TO  THE  SOUTHWEST  AND  HAVING  A  RADIUS  OF  20 .00  FEET,  A  CHORD  DISTANCE  OF   17.87   FEET TO A POINT OF COMPOUND CURVATURE, THE BEARING OF THE AFOREMENTIONED CHORD BEING NORTH 36 '- 08 '- 40'' W EST ; RUN THENCE IN NORTHWESTERLY DIRECTION ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF
225.00 FEET, A CHORD  DISTANCE  OF  10 .98  FEET TO  A POI NT, THE  BEARING OF THE   AFOREMENTIONED CHORD BEING  NORTH 6 4' - 05'- 0 9'' WE ST; RUN T HENCE SOUTH 24' - 31' - 23 " WEST, A DISTANCE OF 120.00  FEET TO  A POINT; RUN THENCE  IN  A WESTERLY  DIRECTION  ALONG THE ARC OF A CURVE, SAID CURVE BETNG CONCAVE TO THE SOUTH AND HAVING A RADIUS OF  105 .00  FEET, A CHORD DISTANCE  OF  19.92 FEET TO THE POINT OF TANGENCY, THE BEARING OF THE AFOREMENTIONED CHORD BEING NORTH 70' - 55' - 12'' W EST ; RUN THENCE NORTH 76'-21'-47" WEST, A DISTANCE OF 160.84 FEET  TO  A  POINT  OF  CURVATURE;  RUN  THENCE  IN  A  NORTHWESTERLY DIRECTION  ALONG  THE ARC OF A CURVE, SAID CURVE BEING CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 395 .00 FEET , A CHORD DISTANCE OF
481.65 FEET TO THE POINT OF TANGENCY , THE BEARING OF THE AFOREMENTIONED CHORD  BEING  NORTH  3 8' - 47' - 49"  W EST ;  RUN  THENCE NORTH 0 1' - 13' - 5 1" WES T, A DISTANCE OF 1178 .98 FEET TO THE POINT OF BEGI NNING .
THE LAND THUS DESCRIBED CONTAINS 49.39 ACRES, MORE OR LESS , AND  IS  SUBJECT  TO  ANY  EASEMENTS  OF  RECORD  WHICH  MAY  LIE WITHIN.

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ia	DESCRIPTION

EXHIBIT 3

§	AMELIA CONCOURSE, CDD

i::,.  

_._

AMELIA CONCOURSE...,.;_ LLC		._	    ,

PHASE  II
ALL 11/AT CERTAIN TRACT <JR PARCCI. OF LANO L'/ING IN sccnON JO. TOIINSIIIP 2 Naill/, RANG[ 28 EAST, NASSAU COUNTY fl.al/DA (BEING A PalllON OF LANDS V£SCll!B£D IN OE:W RECOROCO IN BOOK 1226, PACE 1832- 1835 OF THE Cfl/ClAL FIECa/OS OF SAID COUNTY) ANO BEING MOOE PARRCVLAIII.Y DESCRIBED AS FWOltS: F<JR A POINT OF FIEF'£!1£NCE CCIJIJENCE AT THE SOUTHll£ST CORNER OF SAID sccnON JO ANO RUN SOUII/ 89•- JB'- JS" IIE"ST, ALONG 111£ SOUTHER!.YUN[ OF SAID sccnON JO, THE SAi,/[ Bf1NG 111£ N<JRTHERL Y UN[ OF NOW <JR FORJIERL Y I.ANDS OF LOUISE IIIWAIJS (ACCOODING TO D££D RfCOllfJ£D IN Df[I} BOOK 548. PACE 805. OF 111£ OFFICIAL RECOIIOS OF SAID COUNTY) , A DISTANCE OF 1547.11 fITT TO 111£ POINT OF BfGINNING.

Ff/al TH[ POINT OF BECINNING THUS OCSCR/8£0 RUN THENCE Naill/ oo·- 21' - 25• 11£ST. A DISTANCE OF 299.67 FEET TO A POINT; RUN THENCE Naill/ Jr - 50'- 48" EAST, A DISTANCE OF 27.85 FEIT TO A POINT; RUN THENCE Naill/ 2J'- 51'- 14" EAST, A DISTANCE OF 92.23 FEET TO A PtlNT; RUN THENCE NCEIII 16'-3r'-52" EAST, A DISTANCE OF .llJ5 FEET TO A POINT OF CURVAIURf; RUN II/ENCE IN A Naill/ERi.Y DIRECIION Al.ONG 111£ ARC OF A CUR',£, SAID CUR',£ BEING COOCAl/f TO 111£ 11£ST ANO HA-.iNG A RA/J/US OF 545.00 fIT T, A CHOOD DISTANCE OF 6J.58 fITT TO THE P(JNT OF TANGCNCY. 111E 8£AIIING OF 111E AFOOEM£NRON£D CHOOD 8DNG N<JR111 14'-0l'-55" EAST; RUN 111ENC£ N<JR111 10'-41'-2J" EAST, A DISTANCE OF 122.r2 fITT TO A P(JNT Of CURVA IURE; RUN II/ENCE IN A N<JR111£AS1CRI.Y DIRECllON ALONG 111£ ARC OF A CUR',£, SAID CUR',£ BEING 00'/CAl/f TO 111£ NCR11111£ST ANO HA-.iNG A RADIUS OF 545.00 FEET, A CHOIIO DISTANCE OF 84.14 FEET TO A POINT OF TANCCNCY. THE BEAIIING Of THE AF<JREIIENRONED CHOOO BEING N<JRIII oo·- 1s• - 45• EAST; RUN THENCE NOOTH SJ'-07'-48" EAST,  A DISTANCE OF 14.80 FEET TO A POINT; RUH II/ENCE IN A EASTCRL Y /JIRECllON ALONG 111£ ARC OF A CVRl/f, SA/CJ CIJRl/f BUNG COOCAl/f TO 111£ Naill/ ANCJ HA\IIHG A RADIUS OF 28.DO fITT, A CHOIIO DISTANCE OF
45.71 FEET TO THE POINT Of TANCENCY. THE BO/lfNG OF THE AFOOEIIEHRONED CH<JRO BflNG SOUTH 7J'-57'-rs" EAST; RUN THENCE N<JRIII 51·-20·-or EAST, A DISTANCE OF 2 42.94 fITT TO A POINT OF CURVA TUR£; RUN THENCE IN A N<JRTHERI.Y DIRECRON /11..0NG THE ARC o; A CURl/f, SAID CUR',£ BEING CONCAVf TO 111£ 11£ST ANO HAVING A RADIUS Of 28.00 FEET. A CHOOO
DISTANCE OF 42.81 FEET TO A POINT. THE BEAIIING OF THE AFOOEIJENRONED CHOIIO BEING N<JRIII Ol' - 29'- 00" EAST; RUN II/ENCE HORTH 48"- 56' - 4J" EAST, A DISTANCE OF 16.91 fITT TO A POINT; SAID POINT L'/IHG ON A CURW SOIJlll[RLY UN[ OF AIJEUA CONCOURSE PHASE ONE (ACCO/ID/NG TO PLAT R(Ca/0£/) IN PLAT BOOK 7, PAGE: 183-188 OF TH[ (J;f/CJAL R£C<JROS OF SAID COIJNTY}; RUH 11/fNCE IN A EASTCRI.Y OtR[CIION ALOHG THE ARC OF A CUR',£, IN LAST ll[Hll0N£1) SOIJTHERI.Y BOIJNOARY UH[, SAID CUR',£ BEING CONCA',£ TO 111[ HORII/ ANO HAVING A RADIUS OF 245.00 m:r. A CH<JRO OtSTANCE OF 15, 6 07 FffT TO THE PONT OF TANGCNCY. 111£ BEARING OF 111£ AFOREIJENIIOH[I} CHORD BEING NOR111 81·- os•- 24• EAST; RUH THENCE
H<JR111 62·-Jr'-OJ" EAST, ALONG A SOIJ111£AS1fRLYUH£ OF SAID AIJWA CONCOIJRSE PHASE ONE, A DISTANCE OF 115.J7 FffT TO A POINT; RUH 111£NC£ NORTH 2r-28'-57" 11£51.
ALONG A HOOTHEASTfRL Y UH£ OF SAID AIJEUA CONCOIJRS£ PHASE ON[, A DISTANCE OF 120.00 FEET TO A POINT; RUH THENCE NOOTH 62·-J!'- OJ" EAST, Al.ONG A SOUTHEASTfRL Y UN£ OF SAID AIJEUA COHCOIJRSE PHAS£ ON£, A DISTANCE OF J1J.J5 FE£T TO A POINT OF CVRVATUR[ ; RUH THENCE IN A NORTHERLY DIRfCIION Al.ONG 111£ ARC OF A CUR','[, IN SAID SOUTHERLY IJOUHOARY UN£ OF AIJEUA CONCOURSE PHASE ONf , SAID CURVf 8£/HG COHCAVf TO 111£ HORTH'llf:ST ANO HA'ANG A RADIUS OF 225.00 FEfT, A CHOOD DISTANCf OF 55,40 FEfT TO TH£ POINT OF TANGENCY.  111[  BfARrHG OF TH£  AFOR£11£HTIOH[I} CHOOD  Bf/NC HORTH  55'- 26'- 44" £AST;  RUH  11/[NCE  NOOIH  48•- 22•  - 24•  £AST,  Al.ONG  A SOUTH[ASTfRL YUN£  OF SAID  AIJEUA  COHCOIJRS£  PHAS£ ON[, A OtSTANC£ OF 25.11 FfET TO A PONT OF CURVA1UR[; RUH 1H[NC£ IN A SOIJTH[RI.Y DIR[CIION Al.ONG THE ARC OF A CVR't'E", ON TH[ SOUTHERI.Y LINE Of SAID AIJEUA CONCOIJRS£ PHASE ONE:, SAID BEING CONCA\£ TO 111f SOUTH ANO HA\IIHG A RADIUS OF 25.00 FEE:T. A CHOOD DISTANCE OF J5.J6 FEE:T. 111E: BCARING OF 111£ AFORf.'IJE:H110NE:O CHOOD BE:iNG SOUTH
86'- J7 '- J6" £AST; RUH THfNCE HORII/ 4a•- 22•- 24• EAST, Al.ONG A SOIJTH£AS1CRL Y UN£ OF SAID AIJEUA CONCOIJRSE PHASE ON£, A DISTANCE OF 50.00 FfET TO A POINT; RUH THfHCE HORII/
41•- J1'- J6" 11£ST. Al.ONG A HORTHEASTCRL Y LINE OF SAID AIJWA COHCOURS£ Pl/AS£ ONE, A DISTANCf OF 55.58 FfET TO A POINT; RUH THEHCf HORTH 4a•- 22•- 24• [AST. ALONG A SOU111EAST£Rt.Y UHE OF SAID AIJfUA COOCOIJRSE PHASE ON£, A DISTANCE OF 120.00 FffT TO A P(JHT; RUH 111£HCE HOR111 1r - 08'- 20" 11£ST, Al.ONG AN EAST£Rt.Y IJOUHOARY UN£ OF SAID AIJEUA CONCOURSE  PHASE  ONE,  A DISTANCE  OF  147,02 FffT TO  A  POINT;  RUH  111£NC£  NORTH  10·- oo• - 25• EAST.  Al.ONG  AN  fASlfRLY UH£ OF SAID  AIJWA CONCOIJRS£  PHASE  OH£,  A OtSTANCE  OF 27J.74 FEET TO A POINT; RUN THEHCf HORTH 28'- JS'- 00" EAST. ALONG A SOUTHER!.Y BOIJNOARY UH[ OF SAID AIJEUA CONCOIJRS£ Pl/AS£ OH[, A OtSTANCf OF 262.84 FfET TO A POINT L'/ING ON THE SOIJ111£RLY R!GHT- OF- WAY UH[ OF AIJEUA COOCOURS£ (A 150 FOOT R!GHT- OF- WAY AS D£SCRIB£D IN OR1C/AL RECORDS BOOK 1200, PACE 19J9, PUBUC RECORDS OF SAID WJNTY);  RUH  THENCE  SOU111 79·- s9•_  35• EAST  ALONG LAST  IJ£H110HEO  SOIJ111£RL Y R!GHT- OF- WAY  UH£  A DISTANCE  OF  904.19 FffT  TO  A POINT.  SAID  POINT 8£/HG  111£  HOR1Hll£SlfRL Y     CORNER OF LANDS NOW OR F<JRIIERI. Y OF ROIJHD HILL INl/fSIIJENT COIJPANY, LLC (ACCOROIHC TO BOOK 127J, PACE 582- 584, OF THE OfTICIAI. RECORDS OF SAID COUNTY); RUN THENCE SOUTH 04'- 59'- JS" £AST, Al.ONG TH[ 11£SlfRLY UN£ OF LAST M[HIIONE:D LANDS, A DISTANCf OF 1911.50 FfET TO 1H£ SOU1Hll£ST CORNER 1H£Rf0F, SAID PONT LYING ON 111[ SOU111ERI.Y UH[ OF IHE AFOOEllEHJION[I} S£CTIOH JO; RUH THENCf SOUII/ 89'- JB'- JS" 11£ST Al.ONG THE SOU II/ERL Y LINE OF SAID S£CRON JO, A 0/STANCf OF 222HJ FEET TO THE POINT OF BECIHHING.
TH£ LANDS THUS OCSCRtBEO COOTAINS 7J,IS ACR£S. MOR[ OR LESS ANO IS SIJB.ECT TO ANY EASEIJ£NTS OF RfCa/0 'Ml/CH IJAY U£ 111 111/H.

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ia	AND DESCRIPTION

EXHIBIT 3

§	AMELIA CONCOURSE, COD

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     .	AMELIA CONCOURSE..,;_ LLC	..	_,

PHAS  E  I ll
A PORTION OF SECTION JO, TOWNSHIP 2 NORTH, RANGE 28 EAST, NASSAU COUNTY, FLORIDA AND B£/NG MORE PARTICULARLY  DESCRIB[O AS FOLLOWS: FOR THE POINT OF BEGINNING COMMENC E AT THE SOUTHWESTERLY CORNER OF SAID SECTION JO, THENC E NORTH 01"13'51"
WEST,  ALONG THE W[STERLY  LINE OF SAID S[CTION JO, SAME BEING THE EASTERLY LINE OF HAMPTON  LAKES ~ PHASE TWO,  ACCORDING
TO MAP THER£0F RECORDED IN PLAT BOOK 7, PAGES 262 THROUGH 262 OF THE PUBLIC RECORDS OF SAID COUNTY, 3420.44 FEET TO THE CURVED SOUTHWESTERLY RIGHT-OF-WAY OF AMELIA CONCOURSE, A 150-FOOT RIGHT-OF-WAY AS NOW ESTABLISHED; THENCE SOUTHEASTERLY, ALONG LAST SAID RIGHT-OF-WAY, THE FOLLOWING COURSES: THENCE IN A SOUTHEASTERLY DIRECTION, ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 1104.93 FEET, A CHORD BEARING ANO DISTANCE OF SOUTH 38"50' 22" EAST, 577.67 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE SOUTH 53"59' 35" EAST, 550.61 FEET TO A POINT OF CURVATURE; THENCE IN A SOUTHEASTERLY DIRECTION, ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2059.86 FEET, A CHORD BEARING ANO DISTANCE OF SOUTH 54"14'03" EAST, 17.33 FEET TO THE NORTHWESTERLY CORNER OF AMELIA CONCOURSE PHASE ONE, ACCORDING TO MAP THEREOF RECORDED IN PLAT BOOK 7, PAGES 183 THROUGH 187 ANO 187A OF TH E PUB LIC RECORDS OF SAID COUNTY; TH ENC E ALONG TH E WE STERLY ANO SOUTH ERLY LINES OF SAID AMELIA CONCOURSE PHASE ONE, THE FOLLOWING COURSES: THENCE SOUTH 01·13'51" EAST, DEPARTING LAST MENTIONED RIGHT-OF-WAY, 1178. 98 FEET TO A POINT OF CURVATURE; THENCE IN A SOUTHEASTERLY DIRECTION, ALONG THE ARC OF A CURVE, SAID CURVE B[ING CONCAVE NORTHEASTERLY ANO HAVING A RADIUS OF 395.00 FEET, A CHORD BEARING ANO DISTANCE OF SOUTH 33·47'49" EAST, 481.65 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE SOUTH 76'21'47" EAST, 160.84 FEET TO A POINT OF CURVATURE; THENCE IN AN EASTERLY DIRECTION, ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE SOUTHERLY ANO HAVING A RADIUS OF 105.00 FEET,
A CHORD BEARING AND DISTANCE OF SOUTH 70'55'12" EAST, 19.92 FEET;  THENCE  NORTH 24·31'23"  EAST,  170.00  FEET;  THENCE  IN  A NOR THWESTERLY DIRECTION, ALONG TH[ ARC OF A CURVE, SAID CURVE BEING CONCAVE SOUTHW[ STERLY AND HAVING A RADIUS OF
275.00 FEET, A CHORD BEARING AND DISTANCE  OF  NORTH  66.36' 40"  WEST,  10.90  FEET;  THENCE  NORTH  22'15'10"  £AST,  120.00  FEET; THENC E IN A SOUTHEAS TERLY DIRECTION, ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAV E SOUTHWESTERLY AND HAVING A RADIUS OF 395.00 FEET, A CHORD BEARING AND DISTANCE OF SOUTH 44·55'40" EAST, 306.39 FEET TO A POINT OF REVERSE CURVATURE; THENCE IN A SOUTH[ ASTERLY DIRECTION, ALONG TH[ ARC OF A CURVE, SAID CURVE BEING CONCAVE NOR TH[ ASTERLY AND HAVING  A RADIUS OF 35.00 FEET, A CHORD BEARING AND DISTANCE OF SOUTH 63' 45'15" EAST,  46.52 FEET  TO  THE POINT OF  TANGENCY  OF SAID CURVE; THENCE NORTH 74'36'00" EAST, 107.73 FEET; THENCE IN A SOUTHERLY  DIRECTION,  ALONG  TH£  ARC OF  A  CURVE,  SAID  CURVE BEING CONCAVE WESTERLY AND HAVING A RADIUS OF 543.68 FEET, A CHORD  BEARING  AND  DISTANCE  OF  SOUTH  16'29'37"  EAST,  10.13 FEET; THENCE IN A SOUTHEASTERLY DIRECTION,  ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE NORTHEASTERLY  ANO HAVING A RADIUS OF 245.00 FEET, A CHORD BEARING AND DIS TANCE OF SOUTH 48'11 '37" EAST, 260.70 FEET; THENCE SOUTH 48'56'43" WEST, DEPARTING THE SOUTHERLY LINE OF SAID AMELIA CONCOURSE PHASE ONE, 16.91 FEET; THENCE IN A SOUTHERLY DIRECTION,  ALONG TH£ ARC OF A CURVE, SAID CURVE BEING CONCAVE WESTERLY AND HAVING A RADIUS OF 28.00 FEET, A CHORD BEARING  AND  DISTANCE  OF SOUTH 01'29'00" WEST, 42 .81 FEET TO THE  POINT  OF  TANGENCY  OF  SAID  CURVE;  THENCE  SOUTH  51'20'07"  W£ST,  242.94  FEET  TO  A POINT OF CURVA TUR£; THENCE IN A WESTERLY DIRECTION, ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE NORTHERLY AND HAVING  A  RADIUS  OF 28.00 FEET,	A CHORD BEARING AND DISTANCE OF NORTH 73'57'15" WEST,  45.71  FEET;  THENCE  SOUTH  53'07'48" WEST, 14.80 FEET; THENCE IN A SOUTHERLY DIRECTION, ALONG THE ARC OF A CURVE,  SAID  CURVE  BEING  CONCAVE  WESTERLY  AND HAVING A RADIUS OF 545.00 FEET, A CHORD BEARING  AND DISTANCE  OF SOUTH  06' 1 6'23" WEST,  84.34 FEET  TO TH£ POINT  OF  TANGENCY OF SAID CURVE;  THENCE  SOUTH 10'41'23"  WES T, 122.12 FEET;	THENCE IN A SOUTHERLY DIRECTION, ALONG THE ARC OF A CURVE, SAID CURVE BEING CONCAVE WESTERLY AND HAVING A RADIUS OF 545.00 FEET, A CHORD BEARING AND DISTANCE OF SOUTH 14'01'55" W£ST,
63.54 FEET TO TH[ POINT OF TANGENCY OF SAID CURVE; THENCE SOUTH 16'31'52" W£ST, 33.35 FEET; THENCE SOUTH 23'51'14" WEST,
92.2 3 FEET; THENC E SOUTH 37'50'48" WE ST, 27.85 FEET; THENCE SOUTH 00"21 '25" EAS T, 299.67 FEET TO TH[ SOUTHERLY LIN [ OF SAID SECTION JO; THENCE SOUTH 89'38'35" WEST, ALONG SAID SOUTHERLY SECTION LINE, 1 547 .11 FEET TO THE POINT OF BEGINNING.
TH[ LANO THUS DESCRIBED CONT AINS 77.56 ACRES, MOR E OR LESS.

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ia	AND DESCRIPTION

E    X  H   I B   I T	3

§	AMELIA CONCOURSE, COD
i::, ,...._ 	 _._  	AMELIA  CONCOURSE,;_ LLC		.	     ,

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0	1 000

I

Scale in Feet

COD	BOUNDARY

LEGEND
-WETLAND

EXHIBIT 4

Amelia Concourse
Community Development District

Third Supplemental
Special Assessment Methodology Report For
Capital Improvement Revenue Bonds, Series 2019 (Phase III Project)

Preliminary Report

February 2019

Prepared   by: Governmental Management Services, LLC
475 West Town Place, Suite 114 St. Augustine, Florida 32092

Table of Contents
Executive Summary	2
Purpose of the Report	2
The Series 2019 Bonds and Assessments
Description of the Series 2019 Bonds	3
The Series 2019 Assessments	3
Process of Levying Assessments	4
Requirements of a Valid Special Assessment	4
Determination of Benefit	4
Reasonable and Fair Apportionment and Obligation to Pay	4
Allocation Methodology	5
True-Up Mechanism	5
Assessment Roll	5
Table 1 Development Program	6
Table 2 Phase III Project Cost and Estimates	7
Table 3 Series 2019 Bonds – Sources and Uses	8
Table 4 Series 2019 Bonds – Benefit Determination Per Unit	9
Table 5 Series 2019 Bonds – Annual Assessments	10
Table 6 Preliminary Assessment Roll	11

Executive Summary

The Amelia Concourse Community Development District (the “District”) was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”) and by Ordinance No. 2006-58 adopted by the Board of County Commissioners of Nassau County, Florida, effective July 10, 2006, encompassing approximately 200 acres and is located within the unincorporated area of Nassau County, Florida. On June 10, 2015, the District adopted the First Supplemental Special Assessment Methodology Report and then on June 21, 2016, the District adopted the Second Supplemental Special Assessment Methodology dated June 9, 2016 (together the “Previous Assessment Reports”) that established three (3) separate assessment areas consisting of Phase I, Phase II and Phase
III. Phase I consists of 133 single family homes that are fully developed and improvements fully constructed (“Assessment Area I”).  Phase II consists of
153 single family homes that are fully developed and fully constructed (“Assessment Area II”). Phase III contains approximately 78 undeveloped acres planned for 172 single family homes (“Assessment Area III”), which is being developed by Dream Finders Homes (the “Developer”).

Purpose of the Report

The purpose of this Third Supplemental Special Assessment Methodology Report (the “2019 Report”) is to provide a methodology to allocate the Series 2019A Assessments that will be levied to secure the Capital Improvement Revenue Bonds, Series 20019A (the “Series 2019A Bonds”) and Series 2019B-1 and 2019B-2 Assessments that will secure the Capital Improvement Revenue Bonds, Series 2019B-1 and 2019B-2 (the “Series 2019B Bonds”) (collectively, the “Series 2019 Bonds”) which are being issued to finance the cost of the Phase III Projects described in the District’s Amelia Concourse Subdivision Phase III, Engineer’s Report prepared by McCranie and Associates dated January 26, 2016, updated January 7, 2019 (the “2019 Improvement Plan”). The 2019 Improvement Plan is necessary to the develop the 172 planned single family homes within Assessment Area III. The 2019 Report will determine and allocate the special and peculiar benefits to the assessable property within Assessment Area III by applying the methodology of the 2019 Report which in the opinion of the District’s Assessment Methodology Consultant, Governmental Management Services, LLC. has determined that all 172 planned single family lots within Assessment Area III, will benefit equally from the 2019 Improvement Plan and the issuance of the Series 2019 Bonds.

The Series 2019 Bonds and Assessments

Description of the Series 2019 Bonds

The District is planning to issue the Series 2019 Bonds for the purpose of: (i) funding a Project Fund to construct and/or acquire the Phase III Projects detailed in the 2019 Improvement Plan (ii) funding a Debt Service Reserve Fund, (iii) funding the interest payments through November 1, 2019, and (iv) funding cost of issuance (including underwriters discount). [The Series 2019A Bonds are estimated to be Term Bonds with an interest rate of 5.5% and final maturity date of May 1, 2049; the Series 2019B-1 Bonds are estimated to be Term Bonds with an interest rate of 5.5% and final maturity date of May 1, 2029; and the 2019B-2 Bonds are estimated to be Term Bonds with an interest rate of 7.5% and final maturity date of May 1, 2029(preliminary, subject to change)]

The Series 2019 Assessments

The Series 2019A Bonds will be secured by long-term debt assessments (the “Series 2019A Assessments”) that will be levied annually on all of the 172 planned lots in Assessment Area III. The Series 2019B Bonds will be secured by short-term debt assessments (the “Series 2019B Assessments” and together with the Series 2019A Assessments the “Series 2019 Assessments”) that will be levied and collected upon the earlier of the sale to end user or the maturity of the Series 2019B Bonds, on each of the 172 planned single family lots within Assessment Area III that benefit from the Phase III Projects detailed in the 2019 Improvement Plan that will be constructed and/or acquired by the District. See Table 2. Phase III Project Cost Estimates.

The proposed Series 2019A Bonds will begin amortizing on May 1, 2020, and mature on May 1, 2049, a 30-year term bond. The Series 2019B Bonds are interest only to maturity, May 1, 2029, and while the Series 2019A Assessments may be prepaid at any time, the Series 2019B Assessments are required to be prepaid prior to transfer of property.

The estimated maximum annual debt service on the Series 2019A Bonds is $212,625 which is the basis for establishing the Series 2019A Assessments, net of collection costs and early payment discount. The

estimated annual interest on the Series 2019B Bonds is $223,100 with principal due on May 1, 2029 in the amount of $3,651,550, including accrued interest, which is the basis for establishing the Series 2019B Assessments, net of collection costs and early payment discount, if applicable.

Process of Levying Assessments

The process of levying the Series 2019 Assessments is a three-step process. First, the District’s Engineer determines the costs of the Phase III Projects contemplated by the District in the 2019 Improvement Plan. Second, these costs form the basis for a bond sizing. Third, the financing costs are allocated among the benefitted properties on the basis of benefit.

Requirements of a Valid Special Assessment

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

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

Determination of Benefit

The special and particular benefits received by property owners within Assessment Area III from the Phase III Projects are real and determinable. The benefits include but are not limited to (i) added use of the property (ii) added enjoyment of the property (iii) probability of increased marketability and value of the property, and (iv) the Phase III Projects are necessary in order to develop the 172 planned single family homes. See Table 4.

Reasonable and Fair Apportionment of the Obligation to Pay

The determination has been made that the obligation to pay the Series 2019 Assessments is fairly and reasonably apportioned because the special and peculiar benefits to the property in Assessment Area III derived from the construction and/or acquisition of the Phase III Projects (and the concomitant responsibility for the payment of the resultant and allocated debt) have been apportioned to the property

according to reasonable estimates of the special and peculiar benefits provided consistent with the land use categories.

Allocation Methodology

The 2019 Improvement Plan estimates that the infrastructure improvements will cost approximately $5,617,330 plus $205,000 contingency, all of which is expected to be funded from the proceeds of the Series 2019A Bonds in the amount of $2,707,906 and 2019B Bonds in the amount of $3,114,424. The construction and/or acquisition of the Phase III Projects provide special benefit to the assessable property within Assessment Area III that meets or exceeds the cost (benefit) to finance, construct and or acquire such infrastructure improvements and the fair and reasonable allocation of the Series 2019 Assessments based upon the methodology set forth in this Series 2019 Report and Table 5. The allocation of the Series 2019 Assessments as set forth herein will result in the District annually certifying for collection special assessments in the amounts set forth on Table 5 and Table 6, the Preliminary Assessment Roll.

True-up Mechanism

Although the District does not process plats for the Developer, it does have an important role to play during the course of platting. Whenever a plat is processed, the District must allocate a portion of its debt to the platted property according to this Report. In addition, the District must also prevent any buildup of debt on undeveloped property, otherwise the land could be fully conveyed and/or platted without all of the debt being allocated. To preclude this, the District and Developer will enter into a True-Up Agreement that will detail the process of platting, assigning debt to platted property and requirements should the actual development plan result in fewer lots being developed or the remaining debt on undeveloped property exceeding the initial debt levels established by this report. Additional terms and requirements will be outlined in the True-Up Agreement.

Preliminary Assessment Roll

The Preliminary Assessment roll reflecting the allocation of the Series 2019 Assessments securing the repayment of the Series 2019 Bonds is attached hereto as Table 6.

TABLE 1
Amelia Concourse CDD Development Program

Land Use and Location	Units
Single Family Homes - Phase III	172

Total	 	172	

Prepared By

Governmental Management Services, LLC

TABLE 2
Amelia Concourse CDD Phase III Project Cost Estimates

Improvement Description	Estimated Cost	
Clearing & Grading	$1,950,143	
Roadway	$924,503	
Stormwater	$1,239,580	
Water	$422,813	
Sewer	$505,290	
Electrical	$140,000	
Contingency	$405,000	
Landscaping, Entry Monuments & Signs	$145,000	
Engineering/Permitting	$90,000	
Total Estimated Cost	 	$5,822,330 	

Provided by: McCranie & Associates, Inc.		

Prepared By

Governmental Management Services, LLC

Table 3
Amelia Concourse CDD Series 2019 Bonds Sources and Uses

Series 2019A	Series 2019B-1	Series 2019B-2	Total Series
Bonds	Bonds(tax exempt)   Bonds (taxable)	2019 Bonds	
Sources					
Par amount of Bond Issue	$3,090,000	$2,120,000	$1,420,000	$6,630,000	

Total Sources	 	$3,090,000	$2,120,000	$1,420,000	$6,630,000 	
Uses					
Project Fund	$2,707,906	$1,885,536	$1,228,888	$5,822,330	
Interest to November 1, 2019	$110,940	$76,114	$69,521	$256,574	
Reserve Fund @ 50% MADS & 50% Annual Interest	$106,313	$58,300	$53,250	$217,863	
Cost of Issuance, Includes Underwriters Discount	$141,031	$96,759	$64,810	$302,600	
Rounding	 	$23,811	$3,291	$3,531	$30,633 	
Total Uses	 	$3,090,000	$2,120,000	$1,420,000	$6,630,000 

	2019A	2019B-1	2019B-2	
Principal Amortization Installments	30	1 (Interest Only to
Maturity)	1 (Interest Only
to Maturity)	
Estimated Rate	5.50%	5.50%	7.50%	
Estimated Par Amount	$3,090,000	$2,120,000	$1,420,000	
Maximum Annual Debt Service	$212,625	$2,178,300	$1,473,250	
Final Maturity	1-May-49	1-May-29	1-May-29	

Provided by: MBS Capital Morkets, LLC (preliminary, subject to change)

Prepared By

Governmental Management Services, LLC

TABLE 4
Amelia Concourse CDD Series 2019 Bonds
Allocation of Benefit/Par Debt Per Unit

Development Type :	Number of
 Units	Total Cost 	Benefit Per Unit 	Par Debt Series 2019 Bonds(1)	Par Debt Per Unit Series 2019 Bonds	Excess Benefit
Per Unit	

Single Family Homes - Phase III	
172	$6,630,000	$38,547	$6,630,000	$38,547	$0	
Total	 	172				$6,630,000			

(1) Inclusive of financing cost as per Florida Statutes are defined as a benefit and may be considered in benefit determination.							
	Number of	Par Debt	Par Debt Per Unit				
Development Type :	 Units	Series 2019A Bonds	Series 2019A Bonds				
Single Family Homes - Phase III	172	$3,090,000	$17,965				
	Number of	Par Debt	Par Debt Per Unit				
Development Type :	 Units	Series 2019B-1 Bonds	Series 2019B-1 Bonds				

Single Family Homes - Phase III	
172	$2,120,000	$12,326				
	Number of	Par Debt	Par Debt Per Unit				
Development Type :	 Units	Series 2019B-2 Bonds	Series 2019B-2 Bonds				

Single Family Homes - Phase III	
172	$1,420,000	$8,256				

TABLE 5
Amelia Concourse CDD Allocation of Series 2019 Bonds / Annual
Assessments Per Unit			

Number of				
Net Annual Series 2019A		
Gross Annual Series 2019A	
Net Annual Per
Unit Series 2019A	
Gross Annual Per
Unit Series 2019A	
Development Type :	 Units	ERU Factor	Total ERU's		Assessments		Assessments	Assessments 	Assessments (1)	
Single Family Homes - Phase III	172	1	172		$212,625		$228,629	$1,236.19	$1,329.24	
Total	 	172			172		$212,625		$228,629			

Number of				
Net Annual Series 2019B-1		
Gross Annual Series 2019B-1	
Net Annual Per
Unit Series 2019B-1	
Gross Annual Per
Unit Series 2019B-1	
Development Type :	 Units	ERU Factor	Total ERU's		Assessments(2)		Assessments	Assessments (2)	Assessments (1)	
Single Family Homes - Phase III	172	1	172		$116,600		$125,376	$677.91	$728.93	
Total	 	172			172		$116,600		$125,376			

Number of				
Net Annual Series 2019B-2		
Gross Annual Series 2019B-2	
Net Annual Per
Unit Series 2019B-2	
Gross Annual Per
Unit Series 2019B-2	
Development Type :	 Units	ERU Factor	Total ERU's		Assessments(2)		Assessments	Assessments (2)	Assessments (1)	
Single Family Homes - Phase III	172	1	172		$106,500		$114,516	$619.19	$665.79	

Total	 	172		172	$106,500	$114,516

Gross Assessments include early payment discount 4% and collection costs of 3% for a total of 7%.
The net annual assessments for Series 2019B Bonds are interest only until May 1, 2029  at which  time the outstanding  par debt plus  unpaid  accrued  interest will be due in full and will not exceed maximum annual debt service of $3,540,000 principal + $223,100 interest = $3,651,550. The Series 2019B Assessments are required to be paid in full prior to transfer of property to the end user.
ERU= Equivalent Residential Unit.

Amelia Concourse CDD
Preliminary Assessment Roll - Assessment Area III

Property ID	Bond Series	PHASE	Assess. Acres (1)	Net Annual	Gross Annual	Par Debt Per	Net Annual	Gross Annual	Series 2018 Par	
Per Acre	Per Acre	Acre	Assessment	Assessments (2)	Debt	

30-2N-28-0000-0001-0040 (3)	20190A	III	78	$2,725.96	$2,931.14	$39,615.38	$212,625	$228,629	$3,090,000	
30-2N-28-0000-0001-0040 (3)	2019B-1(4)	III	78	$1,494.87	$1,607.39	$27,179.49	$116,600	$125,376	$2,120,000	
30-2N-28-0000-0001-0040 (3)	2019B-2(4)	III	78	$1,365.38	$1,468.16	$18,205.13	$106,500	$114,516	$1,420,000	
Total							$435,725	$468,522	$6,630,000	

Unitl the property is platted, the annual assessments will be levied and collected on per acre basis.

Gross Assessments include early payment discount 4% and collection costs of 3% for a total of 7%.

See attached Exhibit A - Legal Description of Phase Three Property.

Represents annual interest only payments from issuance date through November 1, 2028. The outstanding principal and interest will be due in full on May 1, 2029, and upon sale to  end  user.

PHASE  !II

DISTRICT LEGAL BOUNDARY AND DESCRIPTION
AMELIA CONCOURSE1 COD AMEL CONCOURSE, LLC

E  XH	IB   IT	.. 	_.
A

FIFTH ORDER OF BUSINESS

A.

MBS	CAPITAL MARKETS, LLC

SUPPLEMENT TO INVESTMENT BANKJNG AGREEMENT DATED MARCH 23, 2016 REGARDING BOND ISSUANCES BY AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

February 19, 2019

Board of Supervisors
Amelia Concourse Community Development District

Dear Supervisors:

MBS Capital Markets LLC ("Underwri ter" ) and the Board of Supervisors of the Amelia Concourse Community District ("Dis trict' ) entered into an Investment Banking Agreement effective March 23, 2016 ("Agreement'') wherein the Di trict engaged the Underwriter to provide investment  banking  service  for  the  District  The purpose of this letter is to supplement the Agreement by specifying the particular planned transactions currently being contemplated by the District for which uch investment banking services are to be pro ided by the Underwriter.

The District i considering the issuance of its erie 2019 Capital Improvement Revenue Bonds (the 'Series 2019 Bonds ) for the purpose of financing the District' Amelia Concourse Subdivisi n Pha e III de cribed in the Engineer's Report prepared by McCraoie and A  ociatcs dat.ed  January 26  2016  updated  January 7  2019. It is the Districts intent to engage the Underwriter to pro ide investment banking ervices fi r thi transaction.

Scope of Services

The scope of  ervices  to be provided  in a  non-fiduciary  capacity  by the  Underwriter  for  thi  tran action  will  in clude, to the extent applicable, those listed below.

Advice regarding the structure, timing, terms, and other similar matters concerning the particular of municipal securitie described ab ve.
Preparation of rating strategies and pre entations related to the issu being unde rwritten.
Preparations  for  and  assistance  with  inve tOr  ' road shows '  if  any,  and  investor  discus  ions r lated to the issue being und rwritten.
Advice regarding retail order periods and in titutional  marketing if the District decide  to engage in a negotiated sale.

4890 Wm KENNEDY BLVD. SUITE 940
TAMPA, FLORIDA 33609
PHONE: 813.281.2700

152 LINCOLN AVENUE WINTER PARK, FLORIDA 32789
PHONE: 407.622.0130

8583 STRAWBERRY LANE
LONGMONT, COLORADO 80503
PHONE: 303.652 .0205

1005 BRADFORD WAY
KINGSTON, TENNESSEE 37763
PHONE: 865.717.0303

MBS	CAPITAL MARKETS, LLC
Assistance in the preparation of the Preliminary Official Statement, if any, and the final Official Statement.
Assistance  with the closing of  the issue   including negotiation  and  discussi.o n  with  respect to all
documents, certificates, and opinions needed for the closing.
Coordination with respect to obtaining CUSIP numbers and the registration with the Depository Trust Company.
Preparation of post-sale reports for the issue, if any.
Structw·ing of refunding escrow cash flow requirement , but not the recommendation of and brokerage of particular mwiicipal escrow investme nts.

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

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

Sincerely ,
MBS Capital Markets, LLC
 	,	rd	
Managing Partner

Approved and Accepted By:	 	                                                                                 Title:	  	
Date:	 	

MBS	CAPITAL MARKETS, LLC

EXHIBIT A

Disclosures Concerning the Underwriter's Role

Municipal Securities Rulemaking Board Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and investors;

The Underwriter' s primary role is to purchase securities with a view to distribution in an arm' s-length commercial transaction with the District and it has financial and other interests that differ from those of the District;

Unlike a municipal advisor, the Underwriter does not have a fiduciary duty to the District under  the federal securities laws and is, therefore, not required by federal law to act in the best interests of the District without regard to its own financial or other interests;

The Underwriter has a duty to purchase securities from the District at a fair and  reasonable  price, but  must balance that duty with its duty to sell municipal securities to investors at prices that are fair and reasonable; and

The Underwriter will review the official statement for the District's securities in accordance with, and as part of, its responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of the transaction.

Disclosure Concerning the Underwriter's Compensation

Underwriter's compensation  that is contingent on the closing of a transact ion  or the size of a transaction  presents a conflict of interest, because it may cause  the Underwriter to recommend  a  transaction that it is  unnecessary  or to recommend that the size of the transaction be larger than is necessary.

Conflicts of Interest

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

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

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

MBS	CAPITAL MARKETS, LLC

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

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

B.

RESOLUTION 2019-11

A RESOLUTION OF THE BOARD OF SUPERVISORS OF AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF ITS (A) CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2019A (TAX-EXEMPT) (THE "SERIES 2019A BONDS"), (B) CAPITAL IMPROVEMENT REVENUE  BONDS,  SERIES 2019B-1  (TAX-EXEMPT)   (THE   "SERIES 2019B-1 BONDS"), AND (C) CAPITAL IMPROVEMENT REVENUE   BONDS,   SERIES    2019B-2    (TAXABLE)    (THE  "SERIES 2019B-2   BONDS"   AND,   TOGETHER   WITH    THE SERIES 2019B-1 BONDS, THE "SERIES 2019B BONDS" AND, TOGETHER WITH THE SERIES 2019A BONDS, THE "SERIES 2019 BONDS"); DETERMINING CERTAIN DETAILS OF THE SERIES 2019 BONDS, AND ESTABLISHING CERTAIN PARAMETERS FOR THE SALE THEREOF; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A THIRD SUPPLEMENTAL TRUST INDENTURE RELATING TO THE SERIES 2019A BONDS, AND A FOURTH SUPPLEMENTAL TRUST INDENTURE RELATING TO THE SERIES 2019B BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2019 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT WITH RESPECT TO THE SERIES 2019 BONDS AND AWARDING THE SERIES 2019 BONDS TO THE UNDERWRITER NAMED THEREIN; APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM RELATING TO THE SERIES 2019 BONDS AND ITS USE BY THE UNDERWRITER IN CONNECTION WITH THE OFFERING FOR SALE OF THE SERIES 2019 BONDS; APPROVING THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM RELATING TO THE SERIES 2019 BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A COLLATERAL ASSIGNMENT, AN ACQUISITION AGREEMENT, A COMPLETION AGREEMENT, AND A TRUE-UP AGREEMENT; APPROVING THE FORM OF A DECLARATION OF CONSENT;  PROVIDING  FOR  THE  APPLICATION  OF  THE  SERIES 2019 BOND PROCEEDS; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2019 BONDS; MAKING CERTAIN DECLARATIONS; PROVIDING AN EFFECTIVE DATE AND FOR OTHER PURPOSES.

WHEREAS, Amelia Concourse Community Development District (the "District") is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as

amended (the "Act") and created pursuant to Ordinance No. 2006-58, enacted by the Board of County Commissioners of Nassau County, Florida, on July 10, 2006; and

WHEREAS, pursuant to Resolution No. 2007-13 adopted by the Board of Supervisors of the District (the "Board") on November 9, 2006 (the "Original Bond Resolution"), the District authorized the issuance, sale and delivery of not to exceed $19,700,000 in aggregate principal amount of its Capital Improvement Revenue Bonds (the "Bonds"), under that certain Master Trust Indenture dated as of July 1, 2007 (the "Master Indenture"), between the District and U.S. Bank National Association, as Trustee (the "Trustee");

WHEREAS, the Bonds were validated by final judgment of the Circuit Court of Nassau County, Florida on April 30, 2007; and

WHEREAS, the District is being developed in three separate phases: Phase I, Phase II, and Phase III (collectively, the "Development"); and

WHEREAS, the District previously issued $7,350,000 in aggregate principal amount of its Capital Improvement Revenue Bonds, Series 2007 (the "Series 2007 Bonds"), under the terms of the Master Indenture, as supplemented by that certain First Supplemental Trust Indenture (the "First Supplemental Indenture") dated as of July 1, 2007, between the District and the Trustee, for the purpose of providing funding for the costs of certain capital improvements necessary for the development of Phase I; and

WHEREAS, the Outstanding Series 2007 Bonds are secured by special assessments (the "Series 2007 Special Assessments") imposed, levied and collected on benefitted property within Phase I; and

WHEREAS, the District previously issued $3,385,000 in aggregate principal amount of its Capital Improvement Revenue Bonds, Series 2016 (the "Series 2016 Bonds"), under the terms of the Master Indenture, as supplemented by that certain Second Supplemental Trust Indenture (the "Second Supplemental Indenture") dated as of June 1, 2016, between the District and the Trustee, for the purpose of providing funding for the costs of certain capital improvements necessary for the development of Phase II; and

WHEREAS, the Series 2016 Bonds are secured by special assessments (the "Series 2016 Special Assessments") imposed, levied and collected on benefitted property within Phase II; and

WHEREAS, Phase III of the District contains approximately 78 undeveloped acres and is planned for 172 single-family units; and

WHEREAS, DFC Amelia Concourse Phase III, LLC (the "Developer") owns the developable land within Phase III of the District and is expected to develop Phase III into 172 single-family units; and

WHEREAS, on January 18, 2019, the Board adopted Resolution No. 2019-08,  providing for (i) the acquisition and construction of the "Capital Improvement Program" contained in the Amelia Concourse Subdivision Phase III Engineers Report (the "Phase III Engineer's Report") dated January 7, 2019, prepared by McCranie & Associates, Inc. (the

"District Engineer"), providing the estimated costs of certain capital improvements necessary for the development of Phase III (the "Phase III Project"), and (ii) the special assessments that will be imposed and the manner in which such special assessments shall be levied against the benefitted property within Phase III (the "Phase III Special Assessments") for the purpose of allotting the costs of the Phase III Project as set forth in the Third Supplemental Special Assessment Methodology Report for Capital Improvement Revenue  Bonds,  Series  2019  (Phase III Project), Preliminary Report dated February 2019 (the "Assessment Methodology"), prepared by Government Management Services, LLC (the "Methodology Consultant"); and

WHEREAS, the Board duly adopted Resolution No. 2019-[ ], on February 19, 2019, following a public hearing conducted in accordance with the Act, to  fix  and  establish  the Phase III Special Assessments and the benefitted property; and

WHEREAS, the District has determined that it is necessary and desirable at this time to proceed with the acquisition, construction, installation and equipping of components of  the Phase III Project; and

WHEREAS, the District has determined that it would be in the best interest of the landowners of the District for the District to issue its: (i) Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt) (the "Series 2019A Bonds"), (ii) Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt) (the "Series 2019B-1 Bonds"), and
Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the "Series 2019B-2 Bonds" and, together with the Series 2019B-1 Bonds, the "Series 2019B Bonds" and, together with the Series 2019A Bonds, the "Series 2019 Bonds") for the primary purpose of providing funds to pay a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Phase III Project; and

WHEREAS, the Series 2019A Bonds will be issued under and pursuant to the Master Indenture, as supplemented by that certain Third Supplemental Trust Indenture dated as of March 1, 2019, between the District and the Trustee (the "Third Supplemental Indenture"), and the proceeds will be applied to: (i) fund a portion of the costs of planning, financing, acquisition, construction, equipping and installation of the Phase III Project ; (ii) pay certain costs associated with the issuance of the Series 2019A Bonds; (iii) pay a portion of the interest coming due on the Series 2019A Bonds; and (iv) make a deposit into the related Series 2019A Reserve Account (as defined in the Third Supplemental Indenture) for the benefit of the Series 2019A Bonds; and

WHEREAS, the Series 2019B-1 Bonds will be issued under and pursuant to the Master Indenture, as supplemented by that certain Fourth Supplemental Trust Indenture dated as of March 1, 2019, between the District and the Trustee (the "Fourth Supplemental Indenture"), and the proceeds will be applied to: (i) fund a portion of the costs of planning,  financing,  acquisition, construction, equipping and installation of the Phase III Project; (ii) pay certain costs associated with the issuance of the Series 2019B-1 Bonds; (iii) pay a portion of the interest coming due on the Series 2019B-1 Bonds; and (iv) make a deposit into the Series 2019B-1 Reserve Account (as defined in the Fourth Supplemental Indenture) for  the  benefit  of  the Series 2019B-1 Bonds; and

WHEREAS, the Series 2019B-2 Bonds will be issued under and pursuant to the Master Indenture, as supplemented by the Fourth Supplemental Indenture, and the proceeds will be applied to: (i) fund a portion of the costs of planning, financing, acquisition, construction, equipping and installation of the Phase III Project; (ii) pay certain costs associated with the issuance of the Series 2019B-2 Bonds; (iii) pay a portion of the interest coming due on the  Series 2019B-2 Bonds; and (iv) make a deposit into the Series 2019B-2 Reserve Account (as defined in the Fourth Supplemental Indenture) for the benefit of the Series 2019B-2 Bonds; and

WHEREAS, the Series 2019A Bonds will be payable from and secured by long-term Phase III Special Assessments (the "Series 2019A Special Assessments") imposed, levied and collected by the District with respect to all assessable property within Phase III specially benefitted by the Phase III Project, which together with the Series 2019A Pledged Funds and Accounts (as defined in the Third Supplemental Indenture) will comprise the Series 2019A Trust Estate (as defined in the Third Supplemental Indenture); and

WHEREAS, the Series 2019B Bonds will be payable from and secured by certain short-term Phase III Special Assessments (the "Series 2019B Special Assessments") imposed, levied and collected by the District with respect to a portion of the assessable property within Phase III specially benefitted by the Phase III Project, which together with the Series 2019B Pledged Funds and Accounts (as defined in the Fourth Supplemental Indenture) will comprise the Series 2019B Trust Estate (as defined in the Fourth Supplemental Indenture) in the manner and to the extend provided in the Fourth Supplemental Indenture; and

WHEREAS, there has been submitted to the Board at this meeting with respect to the issuance and sale of the Series 2019 Bonds:

a form of the Third Supplemental Indenture, attached hereto as Exhibit A;

a form of the Fourth Supplemental Indenture, attached hereto as Exhibit B;

a form of Bond Purchase Agreement with respect to the Series 2019 Bonds between MBS Capital Markets, LLC, as underwriter (the "Underwriter") and the District attached hereto as Exhibit C (the "Bond Purchase Agreement"), together with the form of a disclosure statement attached to the Bond Purchase Agreement in accordance with Section 218.385, Florida Statutes; and

a form of Preliminary Limited Offering Memorandum relating to the Series 2019 Bonds attached hereto as Exhibit D (the "Preliminary Limited Offering Memorandum");

a form of Rule 15c2-12 Certificate of the District relating to the Preliminary Limited Offering Memorandum, attached hereto as Exhibit E (the "Rule 15c2-12 Certificate");

a form of the Continuing Disclosure Agreement to be entered into among the District, the Developer, and the dissemination agent named therein, attached hereto as Exhibit F (the "Continuing Disclosure Agreement");

a form of a Collateral Assignment, between the District and the Developer (the "Collateral Assignment") attached hereto as Exhibit G;

a form of an Acquisition Agreement between the District and the Developer (the "Acquisition Agreement") attached hereto as Exhibit H;

a form of a Completion Agreement between the District and the Developer (the "Completion Agreement") attached hereto as Exhibit I;

a form of a True-Up Agreement between the District and the Developer (the "True-Up Agreement") attached hereto as Exhibit J; and

a form of a Declaration of Consent to be delivered by the Developer (the "Declaration of Consent"), attached hereto as Exhibit K.

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

Section 1. Authorization of Issuance of Series 2019 Bonds. There are hereby authorized and directed to be issued: the (i) Amelia Concourse Community  Development District Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt), (ii) the Amelia Concourse  Community  Development  District  Capital   Improvement   Revenue   Bonds, Series 2019B-1 (Tax-Exempt), and (iii) Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) for the purpose of providing funds to (i) pay a portion of the Costs of the planning, financing, acquisition, construction, equipping and installation of the Phase III Project; (ii) funding certain reserves in respect to the Series 2019 Bonds; (iii) paying a portion of the interest coming due on the Series 2019 Bonds; and (iv) paying certain costs of issuance in respect of the Series 2019 Bonds. The Series 2019A Bonds shall be issued under and secured by the Third Supplemental Indenture, the form of which by reference is hereby incorporated into this Resolution as if set forth in full herein.   The    Series 2019B Bonds shall be issued under and secured by the Fourth Supplemental Indenture, the form of which by reference is hereby incorporated into this Resolution as if set forth in full herein.

Section 2. Details of the Series 2019 Bonds. The District hereby determines that the Series 2019 Bonds shall mature in the amounts and at the times, shall bear interest at the rates, be redeemable at the redemption prices and as determined by the Chairman of the Board (the "Chairman"), or the Vice Chairman of the Board (the "Vice Chairman") or any member of the Board designated by the Chairman in writing (a "Designated Member"), all in a manner consistent with the requirements of the Original Bond Resolution and within the parameters set forth in Section 6 hereof.

Section 3.     Third Supplemental Indenture.   The District hereby approves the form  of and authorizes the execution of the Third Supplemental Indenture by the Chairman, the Vice Chairman or a Designated Member and with the attestation and seal provided by the Secretary or any Assistant Secretary of the Board (the "Secretary") and the delivery of the Third Supplemental Indenture in substantially the form thereof attached hereto as Exhibit A, with such changes therein as shall be approved by the Chairman, the Vice Chairman or Designated

Member executing the same, with such execution to constitute conclusive evidence of such officer’s approval and the District’s approval of any changes therein from the form of the Third Supplemental Indenture attached hereto.

Section 4.  Fourth Supplemental Indenture.  The  District   hereby   approves   the form of and authorizes the execution of the Fourth Supplemental Indenture by the Chairman, the Vice Chairman or a Designated Member and the Secretary and delivery of the Fourth Supplemental Indenture in substantially the form thereof attached hereto as Exhibit B, with such changes therein as shall be approved by the Chairman, the Vice Chairman or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form of the Fourth Supplemental Indenture attached hereto.

Section 5.     Negotiated Sale. The Series 2019 Bonds shall be sold by a negotiated sale to the Underwriter. It is hereby determined by  the  District  that  a  negotiated  sale  of  the  Series 2019 Bonds to the Underwriter will best effectuate the purposes of the Act, is in the best interests of the District and is necessitated by, in general, the characteristics of the issues and prevailing market conditions and specifically, the following additional reasons:

because of the complexity of the financing structure of the Series 2019 Bonds, including the pledge of Phase III Special Assessments as security for the Series 2019 Bonds, it is desirable to sell the Series 2019 Bonds pursuant to a negotiated sale so as to have an underwriter involved from the outset of the financing to assist in these matters;

because of changing market conditions for tax-exempt and taxable bonds and the necessity of being able to adjust the terms of the Series 2019 Bonds, it is in the best interests of the District to sell the Series 2019 Bonds by a negotiated sale;

the Underwriter has participated in structuring the issuance of the Series 2019 Bonds and can assist the District in attempting to obtain the most attractive financing for the District;

the Series 2019 Bonds do not bear a credit rating and will be offered initially only to accredited investors within the meaning of Chapter 517, Florida Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder; and

the District will not be adversely affected if the Series 2019 Bonds are not sold pursuant to a competitive sale.

Section 6.    Bond Purchase Agreement.   The District hereby approves the form of    the Bond Purchase Agreement submitted by the Underwriter and attached as Exhibit C hereto, and the sale of the Series 2019 Bonds by the District upon the terms and conditions set forth in the Bond Purchase Agreement is hereby approved. The Chairman, the Vice Chairman or a Designated Member are each hereby authorized, acting individually, to execute the Bond Purchase Agreement and to deliver the Bond Purchase Agreement to the Underwriter. The Bond Purchase Agreement shall be in substantially the form of the Bond Purchase Agreement attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions as

may be approved by the Chairman, the Vice Chairman or the Designated Member; provided, however,

The Series 2019A Bonds shall be subject to optional redemption not later than May 1, 2031, at a redemption price equal to their par value, plus accrued interest to the redemption date. The Series 2019B Bonds shall not be subject to optional redemption;

The interest rate on the Series 2019 Bonds shall not exceed the maximum rate authorized by law;

The aggregate principal amount of the Series 2019A Bonds shall not exceed
$3,200,000,  the  aggregate  principal  amount  of  the  Series  2019B-1  Bonds  shall  not  exceed
$2,200,000, and the aggregate principal amount of the Series 2019B-2 Bonds shall not exceed
$1,500,000;

The Series 2019A Bonds shall have a final maturity not later than May 1, 2049, the Series 2019B-1 Bonds shall have a final maturity not later than May 1, 2029, and the     Series 2019B-2 Bonds shall have a final maturity not later than May 1, 2029; and

The price at which the Series 2019 Bonds shall be sold to the Underwriter shall not be less than 98% of the aggregate face amount of the Series 2019 Bonds, exclusive of original issue discount.

Execution by the Chairman, the Vice Chairman or a Designated Member of the Bond Purchase Agreement shall be deemed to be conclusive evidence of approval of such changes.

Section 7. Preliminary Limited Offering Memorandum; Final Limited Offering Memorandum. The District hereby approves the form of the Preliminary Limited Offering Memorandum submitted to this meeting and attached hereto as Exhibit D and authorizes its distribution and use in connection with the limited offering for sale of the Series 2019 Bonds. The preparation of a final Limited Offering Memorandum relating to the Series 2019 Bonds (the "Limited Offering Memorandum") is hereby approved and the Chairman, the Vice Chairman or any Designated Member are hereby authorized to execute such final Limited Offering Memorandum to be dated the date of the award of the Series 2019 Bonds and, upon such award, to deliver the same to the Underwriter for use by it in connection with the sale and distribution of the Series 2019 Bonds. The Limited Offering Memorandum shall be substantially in the form of the Preliminary Limited Offering Memorandum attached as Exhibit D hereto, with such changes as shall be approved by the Chairman, the Vice Chairman or Designated Member as necessary to conform the details of the Series 2019 Bonds and such other insertions, modifications and changes as may be approved by the Chairman, the Vice Chairman or Designated Member. The execution and delivery of the Limited Offering Memorandum by the Chairman, the Vice Chairman or Designated Member shall constitute evidence of the approval thereof. The District hereby authorizes the use of the Limited Offering Memorandum and the information contained therein in connection with the offering and sale of the Series 2019 Bonds. The Chairman and the Vice Chairman are each individually further authorized to deem the Preliminary Limited Offering Memorandum "final" within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, in the form as mailed, and in

furtherance thereof to execute the Rule 15c2-12 Certificate evidencing the same substantially in the form attached hereto as Exhibit E.

Section 8.  Continuing Disclosure.  The District hereby authorizes and approves the form of and the execution and delivery of the Continuing Disclosure Agreement by the Chairman, the Vice Chairman or a Designated Member substantially in the form presented to this meeting and attached hereto as Exhibit F, with such changes therein as shall be approved by the Chairman, the Vice Chairman or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer’s approval and the District’s approval of any changes therein from the form of Continuing Disclosure Agreement attached hereto. The Continuing Disclosure Agreement is being executed by the District in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).

Section 9. The Collateral Assignment, Acquisition Agreement, Completion Agreement and True-Up Agreement. The Board hereby approves the forms of the Collateral Assignment, the Acquisition Agreement, the Completion Agreement, and the True-Up Agreement and authorizes the execution thereof by the Chairman, the Vice Chairman or Designated Member, and the attestation by the Secretary, and the delivery of such in substantially the forms thereof attached hereto as Exhibit G, Exhibit H, Exhibit I, and Exhibit J respectively, with such changes therein as shall be approved by the Chairman, the Vice Chairman or Designated Member executing the same with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form of the Collateral Assignment, Acquisition Agreement, Completion Agreement, and True-Up Agreement respectively, attached hereto.

Section 10. Declaration of Consent. The Board hereby approves the form of the Declaration of Consent to be executed and delivered by the Developer in substantially the form thereof attached hereto as Exhibit K, with respect to the jurisdiction of the District and the imposition of the Phase III Special Assessments.

Section 11. Application of Bond Proceeds. The proceeds of the Series 2019A Bonds shall be applied in the manner required in the Third Supplemental Indenture. The proceeds of  the Series 2019B Bonds shall be applied in the manner required in the Fourth Supplemental Indenture.

Section 12.  Further Official Action; Ratification of Prior and Subsequent Acts.   The Chairman, the Vice Chairman, the Secretary and each member of the Board and any other proper official of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Series 2019 Bonds, any documents required in connection with implementation of a book-entry system of registration, and investment agreements relating to the investment of the proceeds of the Series 2019 Bonds and any agreements in connection with maintaining the exclusion of interest on the Series 2019A Bonds and the Series 2019B-1 Bonds from gross income of the holders thereof) and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairman or the Vice Chairman is unable to execute and deliver the documents herein contemplated, such documents

shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District upon a written designation from the Chairman. This designation shall not be contingent upon the unavailability of the Chairman. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. The Chairman, the Vice Chairman or any Designated Member may, among other things, change the date of any document accompanying this Resolution as an exhibit. Execution by the Chairman, the Vice Chairman or a Designated Member of such document shall be deemed to be conclusive evidence of approval of such change of date. All of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.

Section 13. Severability. If any section, paragraph, clause or provision of this  Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.

Section 14. Inconsistent Proceedings. All resolutions  or  proceedings,  or  parts  thereof, in conflict with the provisions hereof are to the extent of such conflict hereby repealed or amended to the extent of such inconsistency.

Section 15.   Ratification of Prior Acts.   All actions previously taken by or on behalf  of the District in connection with the issuance of the Series 2019 Bonds are hereby authorized, ratified and confirmed.

Section 16. Public Meetings. It is hereby  found  and  determined  that  all  formal actions of the District concerning and relating to the adoption of this Resolution and the consummation of the transactions contemplated by this Resolution were adopted in open meetings of the District, and that all deliberations of the District that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.

Section 17. Effective Date. This Resolution shall take effect immediately upon its adoption.

[SIGNATURE PAGE FOLLOWS]

PASSED in Public Session of the Board of Supervisors of Amelia Concourse Community Development District, this 19th day of February, 2019.

AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT
Attest:

Secretary, Board of Supervisors	Chairman, Board of Supervisors

SCHEDULE I DESCRIPTION OF PHASE III PROJECT
The PHASE III Project includes, but is not limited to, the following improvements:

Phase III
Planned		Public		Private Improvements	Improvements	Improvements

Infrastructure

Clearing & Grading	$1,950,143	$721,255	$1,228,888	
Roadway	924,503	924,503	0	
Stormwater	1,239,580	1,239,580	0	
Water	422,813	422,813	0	
Sewer	505,290	505,290	0	
Electrical	140,000	140,000	0	
Contingency	405,000	405,000	0	
Landscaping, Entry Monuments & Signs	145,000	145,000	0	
Engineering/Permitting	90,000	90,000	0	
TOTAL	$5,822,330	$4,593,441	$1,228,888	

Source:	Amelia Concourse Community Subdivision Phase III Engineers Report dated
January 7, 2019, prepared by McCranie & Associates, Inc.

Schedule I

EXHIBIT A

FORM OF THIRD SUPPLEMENTAL INDENTURE

A-1

EXHIBIT B

FORM OF FOURTH SUPPLEMENTAL INDENTURE

B-1

EXHIBIT C

FORM OF BOND PURCHASE AGREEMENT

EXHIBIT D

PRELIMINARY LIMITED OFFERING MEMORANDUM

EXHIBIT E

FORM OF RULE 15c2-12 CERTIFICATE
Amelia Concourse Community Development District
$ 	* Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt)

and

Amelia Concourse Community Development District
$	* Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt)

and

Amelia Concourse Community Development District
$	* Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable)

The undersigned hereby certifies and represents to MBS Capital Markets, LLC ("Underwriter") that he is the Chairman of the Board of Supervisors of Amelia Concourse Community Development District (the "District") is authorized to execute and deliver this Certificate, and further certifies on behalf of the District to the Underwriter as follows:

This  Certificate  is  delivered  to  enable  the  Underwriter  to   comply   with Rule 15c2 -12 under the Securities Exchange Act of 1934 (the "Rule") in connection with the offering and sale of the above captioned bonds (collectively, the "Series 2019 Bonds").

In connection with the offering and sale of the Series 2019 Bonds, there has been prepared a Preliminary Limited Offering Memorandum, dated the date hereof, setting forth information concerning the Series 2019 Bonds and the District (the "Preliminary Limited Offering Memorandum").

As used herein, "Permitted Omissions" shall mean the offering price, interest rate, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, the identity of the Underwriter and other terms of the Series 2019 Bonds depending on such matters.

The undersigned hereby deems the Preliminary Limited Offering Memorandum "final" as of its date, within the meaning of the Rule, except for the Permitted Omissions, and the information therein is accurate and complete except for the Permitted Omissions.

* Preliminary, subject to change.

If, at any time prior to the execution of a Bond Purchase Agreement, any event occurs as a result of which the Preliminary Limited Offering Memorandum might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,  the District will promptly notify the Underwriter thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 	day of
 	, 2019.

AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

Chairman

EXHIBIT F

FORM OF CONTINUING DISCLOSURE AGREEMENT

F-1

EXHIBIT G

FORM OF COLLATERAL ASSIGNMENT

G-1

EXHIBIT H

FORM OF ACQUISITION AGREEMENT

H-1

EXHIBIT I

FORM OF COMPLETION AGREEMENT

I-1

EXHIBIT J

FORM OF TRUE-UP AGREEMENT

J-1

EXHIBIT K

FORM OF DECLARATION OF CONSENT

K-1

1.

THIRD SUPPLEMENTAL TRUST INDENTURE

BETWEEN

AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

AND

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of March 1, 2019

Authorizing and Securing

$[ 	] AMELIA CONCOURSE
COMMUNITY DEVELOPMENT DISTRICT
CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2019A (TAX-EXEMPT)

TABLE OF CONTENTS

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

ARTICLE I DEFINITIONS
Section 101.	Definitions.	5
ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2019A BONDS
Section 201.	Authorization of Series 2019A Bonds; Book-Entry Only Form	13
Section 202.	Terms	14
Section 203.	Denominations	15
Section 204.	Paying Agent	15
Section 205.	Bond Registrar	15
Section 206.	Conditions Precedent to Issuance of Series 2019A Bonds	15
ARTICLE III REDEMPTION OF SERIES 2019A BONDS
Section 301.	Bonds Subject to Redemption	16
Section 302.	Redemption from Excess Acquisition and Construction Account Proceeds	18
Section 303.	Notice of Redemption	19
ARTICLE IV
DEPOSIT OF SERIES 2019 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
Section 401.	Establishment of Accounts	19
Section 402.	Use of Series 2019A Bond Proceeds	20
Section 403.	Series 2019 Acquisition and Construction Account and Series 2019A Capitalized Interest Account	20
Section 404.	Series 2019A Costs of Issuance Account	20
Section 405.	Series 2019A Reserve Account	21
Section 406.	Amortization Installments	21
Section 407.	Establishment of Series 2019A Revenue Account in Revenue Fund; Application of Revenues and Investment Earnings	21
Section 408.	Prepayments; Removal of Series 2019A Special Assessment Liens	24
ARTICLE V CONCERNING THE TRUSTEE
Section 501.	Acceptance by Trustee	25
Section 502.	Limitation of Trustee's Responsibility	25

Section 503.	Trustee's Duties	25
ARTICLE VI ADDITIONAL BONDS
Section 601.	No Parity Bonds	25
ARTICLE VII MISCELLANEOUS
Section 701.	Confirmation of Master Indenture	25
Section 702.	Continuing Disclosure Agreement	26
Section 703.	Additional Covenant Regarding Assessments	26
Section 704.	Collection of Assessments	26
Section 705.	Acknowledgement Regarding Acquisition and Construction Moneys Following an Event of Default	26
Section 706.	Additional Events of Default	27
Section 707.	Bankruptcy or Insolvency of a Landowner	27
Section 708.	Brokerage Confirmations	28
Section 709.	Patriot Act Requirements of the Trustee	28
Exhibit A - Description of Phase III Project Exhibit B - Preliminary Assessment Roll Exhibit C - Form of Series 2019A Bonds

THIRD SUPPLEMENTAL TRUST INDENTURE

This THIRD SUPPLEMENTAL TRUST INDENTURE (the "Third Supplemental Indenture") dated as of March 1, 2019, supplements and amends that certain Master Trust Indenture dated as of July 1, 2007 (the "Master Indenture" and together with the Third Supplemental Indenture, the "Indenture"), each by and between the AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT (the "District" or "Issuer") and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the "Trustee"), a national banking association organized and existing under the laws of the United States of America, and authorized to accept and execute trusts of the character herein set out, with its designated corporate trust office and post office address located at 225 E. Robinson Street, Suite 250, Orlando, Florida 32801, Attention: Corporate Trust Department.

WHEREAS, the District is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the  "Act"),  and  created  pursuant  to  Ordinance No. 2006-58, enacted by the Board of County Commissioners of Nassau County, Florida (the "County"), on July 10, 2006; and

WHEREAS, pursuant to Resolution No. 2007-13 adopted by the Board of Supervisors of the District (the "Board") on November 9, 2006 (the "Original Bond Resolution") the District authorized the issuance, sale and delivery of not to exceed $19,700,000 in aggregate principal amount of its Capital Improvement Revenue Bonds (the "Bonds"), under the Master Indenture; and

WHEREAS, the Bonds were validated by final judgment of the Circuit Court of Nassau County, Florida on April 30, 2007; and

WHEREAS, the District is being developed in three separate phases: Phase I, Phase II, and Phase III (collectively, the "Development"); and

WHEREAS, the District previously issued $7,350,000 in aggregate principal amount of its Capital Improvement Revenue Bonds, Series 2007 (the "Series 2007 Bonds"), under the terms of the Master Indenture, as supplemented by that certain First Supplemental Trust Indenture (the "First Supplemental Indenture") dated as of July 1, 2007, between the District and the Trustee, for the purpose of providing funding for the costs of certain capital improvements necessary for the development of Phase I; and

WHEREAS, the Outstanding Series 2007 Bonds are secured by special assessments (the "Series 2007 Special Assessments") imposed, levied and collected on benefitted property within Phase I; and

WHEREAS, the District previously issued $3,385,000 in aggregate principal amount of its Capital Improvement Revenue Bonds, Series 2016 (the "Series 2016 Bonds"), under the terms of the Master Indenture, as supplemented by that certain Second Supplemental Trust Indenture (the "Second Supplemental Indenture") dated as of June 1, 2016, between the District and the

Trustee, for the purpose of providing funding for the costs of certain capital improvements necessary for the development of Phase II; and

WHEREAS, the Series 2016 Bonds are secured by special assessments (the "Series 2016 Special Assessments") imposed, levied and collected on benefitted property within Phase II; and

WHEREAS, Phase III of the District contains approximately 78 undeveloped acres and is planned for 172 single-family units; and

WHEREAS, DFC Amelia Concourse Phase III, LLC (the "Developer") is expected to purchase all of the developable land within Phase III of the District pursuant to a Real Estate Sales Agreement (Amelia Concourse) dated January 24, 2018, and plans to develop Phase III into 172 single-family units; and

WHEREAS, on January 18, 2019, the Board adopted Resolution No. 2019-08, providing for (i) the acquisition and construction of the capital improvements described in the Amelia Concourse Subdivision Phase III Engineers Report (the "Phase III Engineer's Report") dated January 7, 2019, prepared by McCraine & Associates, Inc. (the "District Engineer"), providing the estimated costs of certain capital improvements necessary for the development of Phase III (the "Phase III Project"), and (ii) the special assessments that will be imposed and the manner in which such special assessments shall be levied against the benefitted property within Phase III (the "Phase III Special Assessments") for the purpose of allotting the costs of the Phase III Project as set forth in the Third Supplemental Special Assessment Methodology Report for Capital Improvement Revenue Bonds, Series 2019 (Phase III Project), Preliminary Report dated February 2019 (the "Phase III Assessment Methodology"), prepared by Government Management Services, LLC (the "Methodology Consultant"); and

WHEREAS, the Board duly adopted Resolution No. 2019-[ ], on February 19, 2019, following a public hearing conducted in accordance with the Act, to  fix  and  establish  the Phase III Special Assessments and the benefitted property; and

WHEREAS, the District has determined that it is necessary and desirable at this time to proceed with the planning, financing, acquisition, construction, installation and equipping of components of the Phase III Project; and

WHEREAS, the District has determined that it would be in the best interest of the landowners of the District for the District to issue its: (i) Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt) (the "Series 2019A Bonds"), (ii) Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt) (the "Series 2019B-1 Bonds"), and
(iii) Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the "Series 2019B-2 Bonds" and, together with the Series 2019B-1 Bonds, the "Series 2019B Bonds" and, together with the Series 2019A Bonds, the "Series 2019 Bonds") for the primary purpose of providing funds to pay a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Phase III Project; and

WHEREAS, the Series 2019B Bonds will be issued under and pursuant to the Master Indenture and a Fourth Supplemental Trust Indenture (the "Fourth Supplemental Indenture") dated as of March 1, 2019, by and between the District and the Trustee; and

WHEREAS, the Board adopted Resolution No. 2019-[ ] on February 19, 2019 (the "Delegation Resolution") authorizing the issuance of the Series 2019 Bonds, and approving inter alia the form of this Third Supplemental Indenture and the form of the Fourth Supplemental Indenture among other financing documents; and

WHEREAS, the District will apply the proceeds of the Series 2019A Bonds to: (i) fund a portion of the costs of planning, financing, acquiring, constructing and equipping assessable improvements comprising the Phase III Project; (ii) pay certain costs associated with the  issuance of the Series 2019A Bonds; (iii) pay a portion of the  interest  coming  due  on the Series 2019A Bonds; and (iv) make a deposit into the related Series 2019A Reserve Account (as herein defined) for the benefit of the Series 2019A Bonds; and

WHEREAS, the Series 2019A Bonds will be  payable  from  and  secured  by  the  Series 2019A Pledged Revenues, which primarily consist of the long-term Phase III Special Assessments (the "Series 2019A Special Assessments") imposed, levied and collected by the District with respect to all assessable property within Phase III  specially  benefitted  by the Phase III Project, which, together with the Series 2019A Pledged Funds and Accounts will comprise the Series 2019A Trust Estate, which shall constitute a "Series Trust Estate" as defined in the Master Indenture; and

WHEREAS, the execution and delivery of the Series 2019A Bonds and of this Third Supplemental Indenture have been duly authorized by the Board and all things necessary to make the Series 2019A Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Third Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the Series 2019A Trust Estate have been done;

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

That the District, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the mutual covenants herein contained, the purchase and acceptance of the Series 2019A Bonds by the purchaser or purchasers thereof, and other good and valuable consideration, receipt of which is hereby acknowledged, and in order to further secure the payment of the principal and Redemption Price of, and interest on, all Series 2019A Bonds Outstanding (as defined in the Master Indenture) from time to time, according to their tenor and effect, and such other payments required to be made under the Master Indenture or hereunder, and to further secure the observance and performance by the District of all the covenants, expressed or implied in the Master Indenture, in this Third Supplemental Indenture and in the Series 2019A Bonds:   (i) has executed and delivered this Third Supplemental Indenture and
(ii) does hereby, in confirmation of the Master Indenture, grant, bargain, sell, convey, transfer, assign and pledge unto the Trustee, and unto its successors in the trusts under the Master Indenture, and to them and their successors and assigns forever, all right, title and interest of the

District, in, to and under, subject to the terms and conditions of the Master Indenture and the provisions of the Master Indenture pertaining to the application thereof for or to the purposes and on the terms set forth in the Master Indenture the revenues derived by the District from the  Series 2019A Special Assessments (the "Series 2019A Pledged Revenues") and the Funds and Accounts (except for the Series 2019A Rebate Account) established hereby (the "Series 2019A Pledged Funds and Accounts") which shall comprise a part of the Trust Estate securing the Series 2019A Bonds (the "Series 2019A Trust Estate");

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

IN TRUST NEVERTHELESS, except as in each such case may otherwise be provided in the Master Indenture, upon the terms and trusts in the Indenture set forth for the equal and proportionate benefit, security and protection of all and singular the present and future Owners of the Series 2019A Bonds issued or to be issued under and secured by this Third Supplemental Indenture, without preference, priority or distinction as to  lien  or  otherwise,  of  any  one  Series 2019A Bond over any other Series 2019A Bond by reason of priority in their issue, sale or execution;

PROVIDED FURTHER HOWEVER, that if the District, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal and Redemption Price of the Series 2019A Bonds or any Series 2019A Bond of a particular maturity issued, secured and Outstanding under this Third Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the   Series 2019A Bonds and this Third Supplemental Indenture, according to the true intent and meaning thereof, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Master Indenture and this Third Supplemental Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions of the Master Indenture and this Third Supplemental Indenture, then upon such final payments, this Third Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all Series 2019A Bonds or any Series 2019A Bond of a particular maturity, otherwise this Third Supplemental Indenture shall remain in full force and effect;

THIS THIRD SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, and it
is expressly declared, that all Series 2019A Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the rights and property pledged to the payment thereof are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as in the Master Indenture (except as amended directly or by implication by this Third Supplemental Indenture), including this Third Supplemental Indenture, expressed, and the District has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners, from time to time, of the Series 2019A Bonds, as follows:

ARTICLE I DEFINITIONS

Section 101.  Definitions.  All terms used herein that are defined in the recitals hereto  are used with the same meaning herein unless the context clearly requires otherwise. All terms used herein that are defined in the Master Indenture are used with the same meaning herein (including the use of such terms in the recitals hereto and the granting clauses hereof) unless
expressly given a different meaning herein or (ii) the context clearly requires otherwise. In addition, unless the context clearly requires otherwise, the following terms used herein shall have the following meanings:

"Acquisition and Completion Agreement" shall mean the Acquisition and Completion Agreement, dated as of the date of closing on the Series 2019A Bonds, between the District and the Developer.

"Arbitrage and Tax Certificate" shall mean the Arbitrage and Tax Certificate executed and delivered by the District in connection with the issuance of the Series 2019A Bonds.

"Bond Depository" shall mean the securities depository from time to time  under  Section 201 hereof, which may be the District.

"Collateral Assignment" shall mean that certain instrument executed by the Developer in favor of the District whereby all of the material documents necessary to complete the development planned by the Developer are collaterally assigned as security for the Developer's obligation to pay the Series 2019A Special Assessments imposed against lands within Phase III owned by the Developer from time to time.

"Declaration of Consent" shall mean the Declaration of Consent to Jurisdiction of Amelia Concourse Community Development District and to Imposition of Special Assessments dated [March , 2019] delivered by the Developer.

"Delinquent Assessment Interest" shall mean Series 2019A Assessment Interest deposited by the District with the Trustee on or after May 1 of the year in which such Assessment Interest has, or would have, become delinquent under State law applicable thereto.

"Delinquent Assessment Principal" shall mean Series 2019A Assessment Principal deposited by the District with the Trustee on or  after  May 1  of  the  year  in  which  such  Series 2019A Assessment Principal has, or would have, become delinquent under State law applicable thereto.

"Developer" means DFC Amelia Concourse Phase III, LLC, a Florida limited liability company.

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

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

"Indenture" shall mean the Master Indenture as supplemented by this Third Supplemental Indenture.

"Interest Payment Date" shall  mean  each  May 1  and  November 1,  commencing  May 1, 2019.

"Majority Owners" shall mean the Owners of at least 51% in aggregate principal amount of the Outstanding Series 2019A Bonds.

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

"Phase III" shall mean the approximately 78 gross acres planned for 172 single family homes located within the District and presently owned by the Developer.

"Phase III Engineer's Report" shall mean Amelia Concourse Subdivision Phase III Engineers Report dated January 7, 2019, prepared by McCraine & Associates, Inc.

"Phase III Methodology Report" shall mean the Amelia Concourse Community Development District Third Supplemental Special Assessment Methodology Report for Capital Improvement Revenue Bonds, Series 2019 (Phase III Project) Preliminary Report dated February 2019, prepared by Governmental Management Services, LLC.

"Phase III Project" shall mean the acquisition, construction, and installation of certain public infrastructure as described in the Phase III Engineer's Report.

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

"Redemption Date" shall mean, each date a Series 2019A Bond may be redeemed as provided in Article III hereof.

"Series 2019A Acquisition and Construction Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 401(a) herein.

"Series 2019A Assessment Area" shall mean the benefitted, and assessable property within Phase III of the District described in Exhibit B attached hereto, that are subject to and encumbered by the lien of the Series 2019A Special Assessments.

"Series 2019A Assessment Interest" shall mean the interest on the Series 2019A Special Assessments which is pledged to the Series 2019A Bonds.

"Series 2019A Assessment Principal" shall mean the principal amount of Series 2019A Special Assessments, other than applicable Delinquent Assessment Principal and 2019 Prepayment Principal.

"Series 2019A Assessment Proceedings" shall mean the proceedings of the District with respect to the establishment, levy and collection of the Series 2019A Special Assessments, including, but not limited to Resolutions No. 2019-02, 2019-03, and 2019-[ ], adopted by the Board on October 23, 2018, October 23, 2018 and February 19, 2019, and any supplemental proceedings undertaken by the District with respect to the Series 2019A Special Assessments.

"Series 2019A Assessment Revenues" shall mean all revenues derived by the District from the Series 2019A Special Assessments.

"Series 2019A Bonds" shall mean the $[ 	] in aggregate principal amount of the Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019A.

"Series 2019A Capitalized Interest Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019A Debt Service Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019A Costs of Issuance Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 401(a) herein.

"Series 2019A Debt Service Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019A Investment Obligations" shall mean and include any of the following securities with respect to the investment of moneys under this Third Supplemental Indenture, if and to the extent that such securities are legal investments for funds of the Issuer:

Government Obligations;

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

deposits, Federal funds or bankers' acceptances (with term to maturity of 270 days or less) of any bank, including the Trustee Bank, which, at the time of deposit, has an unsecured, uninsured and unguaranteed obligation rated in one of the top two rating categories by both Moody's and S&P;

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

municipal securities issued by any state or commonwealth of the United States or political subdivision thereof or constituted authority thereof including, but not limited to, municipal corporations, school districts and other special districts and rated A- or higher by Moody's, Fitch or S&P at the time of purchase;

both (A) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851(a) of the Code) that is a money market fund that is rated in the highest rating category for money market funds by both Moody's and S&P, including those shares offered or sponsored by the Trustee Bank, and (B) shares of money market mutual funds, including those funds offered or sponsored by the Trustee Bank, that invest only in Government Obligations and obligations of any of the following agencies: Government National Mortgage Association (including participation certificates issued by such association); Fannie Mae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student Loan Marketing Association; Federal Home Loan Mortgage Corporation and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by both Moody's and S&P;

repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly by a third party acting solely as agent for the Issuer with collateral with a domestic or foreign bank or corporation (other than life or property casualty insurance company) the long-term debt of which, or, in the case of a financial guaranty insurance company, claims paying ability, of the guarantor is rated at least "AA" by S&P and "Aa" by Moody's provided that the repurchase agreement shall provide that if during its term the provider's rating by either S&P or Moody's falls below "AA-" or "Aa3," respectively, the provider shall immediately notify the Trustee and the Issuer and the provider shall at its option, within ten Business Days of receipt of publication of such downgrade, either (A) maintain collateral at levels, sufficient to maintain an "AA" rated investment from S&P and an "Aa" rated investment from Moody's, or (B) repurchase all collateral and terminate the repurchase agreement. Further, if the provider's rating by either S&P or Moody's falls below "A- " or "A3," respectively, the provider must immediately notify the Trustee and the Issuer and must at the direction by the Issuer to the Trustee, within ten Business Days, either (1) maintain collateral at levels sufficient to maintain an "AA" rated investment from S&P and an "Aa" rated investment from Moody's, or (2) repurchase all Collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten Business Days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall be entitled to, and in such event, the Trustee shall withdraw the entire amount invested plus accrued interest within two (2) Business Days after the Trustee knows such conditions apply. Any repurchase agreement entered into pursuant to this Third Supplemental Indenture shall contain the following additional provisions:

Failure to maintain the requisite collateral percentage will require the District or the Trustee to liquidate the collateral as provided above;

The Holder of the Collateral, as hereinafter defined, shall have possession of the collateral or the collateral shall have been transferred to the Holder of the

Collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferor's books);

The repurchase agreement shall state and an opinion of Counsel in form and in substance satisfactory to the Issuer, addressed to the Issuer and the Trustee, shall be rendered that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession);

The repurchase agreement shall be a "repurchase agreement" as defined in the United States Bankruptcy Code and, if the provider is a domestic bank, a "qualified financial contract" as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and such bank is subject to FIRREA;

The repurchase transaction shall be in the form of a written agreement,  and such agreement shall require the provider to give written notice to the District and the Trustee of any change in its long-term debt rating;

The Issuer or its designee shall represent that it has no knowledge of any fraud involved in the repurchase transaction;

The Issuer and the Trustee shall receive the opinion of Counsel (which opinion shall be addressed to the Issuer and the Trustee and shall be in form and substance satisfactory to the Issuer) that such repurchase agreement complies with the terms of this section and is legal, valid, binding and enforceable upon the provider in accordance with its terms;

The term of the repurchase agreement shall be no longer than ten years;

The interest with respect to the repurchase transaction shall be payable at the times and in the amounts necessary in order to make funds available when required under this Third Supplemental Trust Indenture;

The repurchase agreement shall provide that the Trustee may withdraw funds without penalty at any time, or from time to time, for any purpose permitted or required under this Third Supplemental Indenture;

Any repurchase agreement shall provide that a perfected security interest in such investments is created for the benefit of the beneficial owners under the Uniform Commercial Code of Florida, or book-entry procedures prescribed at 31 C.F.R. 306.1     et seq. or 31 C.F.R. 350.0 et seq. are created for the benefit of the beneficial owners; and

The collateral delivered or transferred to the Issuer, the Trustee, or a third party acceptable to, and acting solely as agent for, the Trustee (the "Holder of the Collateral") shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on provider's books) free and clear of any third-party liens or claims pursuant to a custodial agreement subject to the prior written approval of the Majority Owners and the Trustee. The custodial agreement shall provide

that the Trustee must have disposition or control over the collateral of the repurchase agreement, irrespective of an event of default by the provider of such repurchase agreement.

If such investments are held by a third-party, they shall be held as agent for the benefit of the Trustee as fiduciary for the beneficial owners and not as agent for the bank serving as Trustee in its commercial capacity or any other party and shall be segregated from securities owned generally by such third party or bank;

investment agreements with a bank, insurance company or other financial institution, or the subsidiary of a bank, insurance company or other financial institution if the parent guarantees the investment agreement, which bank, insurance company, financial institution or parent has an unsecured, uninsured and unguaranteed obligation (or claims-paying ability) rated in the two highest short-term rating categories by Moody's or S&P (if the term of such agreement does not exceed 365 days), or has an unsecured, uninsured and unguaranteed obligation (or claims paying ability) rated by Aa2 or better by Moody's and AA or better by S&P or Fitch, respectively (if the term of such agreement is more than 365 days) or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation of the aforesaid ratings, provided:

interest is paid on any date interest is due on the Series 2019A Bonds (not more frequently than quarterly) at a fixed rate (subject to adjustments for yield restrictions required by the Code) during the entire term of the agreement;

moneys invested thereunder may be withdrawn without penalty, premium, or charge upon not more than two Business Days' notice unless otherwise specified in a Supplemental Indenture;

the same guaranteed interest rate will be paid on any future deposits made to restore the account to its required amount; and

the Issuer and the Trustee receive an opinion of counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent;

In the event of a suspension, withdrawal, or downgrade below Aa3, AA- or AA- by Moody's, S&P or Fitch, respectively, the provider shall notify the Issuer and the Trustee within five Business Days of such downgrade event and the provider shall at its option, within ten Business Days after notice is given to the Issuer and the Trustee take any one of the following actions:

collateralize the agreement at levels, sufficient to maintain an "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to market approach, or

assign the agreement to another provider, as long as the minimum rating criteria of "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to market approach; or

have the agreement guaranteed by a provider which results in a minimum rating criteria of an "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to market approach; or

repay all amounts due and owing under the agreement.

In the event the provider has not satisfied any one of the above conditions within three (3) days of the date such conditions apply, then the agreement shall provide that the Trustee shall be entitled to withdraw the entire amount invested plus accrued interest without penalty or premium.

bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are, at the time of purchase, rated A- or better by at least two (2) of the following rating agencies: Moody's, S&P or Fitch or AA- or better by either S&P, Moody's or Fitch;

the Local Government Surplus Funds Trust Fund as described in Florida Statutes, Section 218.405 or the corresponding provisions of subsequent laws provided that such fund, at the time of purchase, is rated at least "AA" by S&P (without regard to gradation) or at least "Aa" by Moody's (without regard to gradation);

in addition to the deposits described in (iii) of the definition of "Investment Obligations," negotiable or non-negotiable certificates of deposit, savings accounts, deposit accounts, money market deposits or banking arrangements issued by or with any financial institution, including the Trustee Bank, subject to state or federal regulation provided that the full principal amount is insured by the Federal Deposit Insurance Corporation ("FDIC") (including the FDIC's Savings Association Insurance Fund); and

other investments permitted by Florida law and directed by the Issuer.

A certificate of an Authorized Officer directing any investment enumerated above shall constitute a representation by the Issuer that such investment is permitted under this Third Supplemental Indenture, and is a permitted investment for funds of the Issuer under applicable law upon which the Trustee is conclusively entitled to rely.

"Series 2019A Interest Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019A Debt Service Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019A Pledged Funds and Accounts" shall mean the Funds and Accounts established and held under this Third Supplemental Indenture for the benefit of the Series 2019A Bonds (except for the Series 2019A Rebate Account).

"Series 2019A Pledged Revenues" shall mean the revenues derived by the District from the levy and imposition of the Series 2019A Special Assessments.

"Series 2019A Prepayment Principal" shall mean the excess amount of Series 2019A Assessment Principal received by the District over the Series 2019A Special Assessment Principal included within an Assessment appearing on any outstanding and unpaid tax bill, whether or not mandated to be prepaid in accordance with the Assessment Proceedings. Anything herein or  in  the  Master  Indenture  to  the  contrary  notwithstanding,  the  term  Series 2019A Prepayment Principal shall not mean the proceeds of any Refunding Bonds or other borrowing of the District.

"Series 2019A Prepayment Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019A Redemption Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019A Rebate Account" shall mean the Account so designated, established as a separate account within the Rebate Fund pursuant to Section 401(e) herein.

"Series 2019A Redemption Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019A Redemption Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019A Redemption Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019A Reserve Account" shall mean the Account so designated, established as a separate Account within the Reserve Fund pursuant to Section 401(c) herein.

"Series 2019A Reserve Account Requirement" or "Reserve Requirement" shall mean
$[ 	], which amount is equal to fifty percent (50%) of the maximum annual debt service with respect to the initial principal amount of the Series 2019A Bonds. Amounts on deposit in the Series 2019A Reserve Account may, upon final maturity or redemption of all Outstanding Series 2019A Bonds be used to pay principal of and interest on the Series 2019A Bonds at that time.

"Series 2019A Revenue Account" shall mean the Account so designated, established as a separate account within the Revenue Fund pursuant to Section 401(d) herein.

"Series 2019A Sinking Fund Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019A Debt Service Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019A Special Assessments" shall mean the long-term special assessments levied and imposed on assessable property within Phase III that benefit from the Phase III Project.

"Series 2019A Trust Estate" shall mean collectively the Series 2019A Pledged Revenues and the Series 2019A Pledged Funds and Accounts.

"Substantially Absorbed" shall mean when [90%] of the principal portion  of  the  Series 2019A Special Assessments have been assigned to residential units within Phase III that

have received certificates of occupancy. The District shall present the Trustee with a  certification that the Series 2019A Special Assessments are Substantially Absorbed and the Trustee may rely conclusively upon such certification and shall have no duty to verify if the Series 2019A Special Assessments are Substantially Absorbed.

"True-Up Agreement" shall mean the True-Up Agreement between the Developer and the District, dated [March , 2019].

"Underwriter" shall mean MBS Capital Markets, LLC, as the  underwriter  of  the  Series 2019A Bonds.

"Uniform Method of Collection" shall mean the uniform method for the levy, collection and enforcement of the Series 2019A Special Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, as amended.

ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2019A BONDS

Section 201. Authorization of Series 2019A Bonds; Book-Entry Only Form. The Series 2019A Bonds are hereby authorized to be issued in one Series in the aggregate principal amount of $[ 	] for the purposes enumerated in the recitals hereto to be designated "Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt)." The Series 2019A Bonds shall be substantially in the form set forth as Exhibit C to this Third Supplemental Indenture. Each Series 2019A Bond shall bear the designation "R-1" and shall be numbered upwards.

The Series 2019A Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2019A Bond for each Series and maturity thereof. Upon  initial issuance, the ownership of each such Series 2019A Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the initial Bond Depository.  Except as provided in this Section 201, all of the Outstanding  Series 2019A Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC.

With respect to Series 2019A Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any such Bond Participant or to any indirect Bond Participant. Without limiting the immediately preceding sentence, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Bond Participant with respect to any ownership interest in the Series 2019A Bonds, (ii) the delivery to any Bond Participant or any other person other than an Owner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Series 2019A Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant or any other person, other than an Owner, as shown in the registration books kept by the Bond Registrar, of any amount with respect to principal of, premium, if  any,  or  interest  on  the Series 2019A Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent shall

treat and consider the person in whose name each Series 2019A Bond is registered in the registration books kept by the Bond Registrar as the absolute owner of such Series 2019A Bond for the purpose of payment of principal, premium and interest with respect to such Series 2019A Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2019A Bond, for the purpose of registering transfers with respect to such Series 2019A Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2019A Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of, premium, if any, and interest on the Series 2019A Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books  kept by the Bond Registrar, shall receive a certificated Series 2019A Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new Nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the words "Cede & Co." in this Third Supplemental Indenture shall refer to such new Nominee of DTC; and upon receipt of such a notice the District shall promptly deliver a copy of the same to the Trustee, Bond Registrar and the Paying Agent.

Upon receipt by the Trustee or the District of written notice from DTC: (i) confirming that DTC has received written notice from the District to the effect that a continuation of the requirement that all of the Outstanding Series 2019A Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, is not in the best interest of the beneficial owners of the Series 2019A Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute Bond Depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, the Series 2019A Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, but may be registered in whatever name or names Owners transferring or exchanging the Series 2019A Bonds shall designate, in accordance with the provisions hereof.

Section 202. Terms. The Series 2019A Bonds shall be Term Bonds, shall be issued in one Series, shall bear interest at the fixed interest rate per annum and shall mature in the amount and on the date set forth below:

Series	Principal Amount	Maturity Date	Interest Rate	CUSIP
2019A	$	May 1, 20	[ 	]%	[ 	]

Each Series 2019A Bond shall be dated as of their date of delivery. Each Series 2019A Bond also shall bear its date of authentication. Each Series 2019A Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication: (i) is an Interest Payment Date to which

interest on such Series 2019A Bond has been paid, in which event such Series 2019A Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the Series 2019A Bonds, in which event, such Series 2019A Bond shall bear interest from its date. Interest on the Series 2019A Bonds shall be due and payable on each May  1  and November 1, commencing May 1, 2019, and shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 203. Denominations. The Series 2019A Bonds shall be issued in Authorized Denominations; provided, however, that the Series 2019A Bonds shall be delivered to the initial purchasers thereof only in aggregate principal amounts of $100,000 or integral multiples of Authorized Denominations in excess of $100,000.

Section 204. Paying Agent. The District appoints the Trustee as Paying Agent for the Series 2019A Bonds.

Section 205. Bond Registrar.  The District appoints the Trustee as Bond Registrar for the Series 2019A Bonds.

Section 206.  Conditions Precedent to Issuance of Series 2019A Bonds.   In addition  to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2019A Bonds, all the Series 2019A Bonds shall be executed by the District for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the District or upon its order, but only upon the further receipt by the Trustee of:

Certified copies of the Series 2019A Assessment Proceedings;

Executed copies of the Master Indenture and this Third Supplemental Indenture;

A Bond Counsel opinion addressed to the Trustee and the District to the effect that: (i) the District has the right and power under the Act, as amended to the date of such opinion, to authorize, execute and deliver the Master Indenture and this Third Supplemental Indenture, and the Master Indenture and this Third Supplemental Indenture have been duly and lawfully authorized, executed and delivered by the District, are in full force and effect and are valid and binding upon the District and enforceable in accordance with their respective terms; (ii) the Master Indenture, as amended and supplemented by this Third Supplemental Indenture, creates the valid pledge which it purports to create of the Series 2019A Trust Estate in the manner and to the extent provided in the Master Indenture and this Third Supplemental Indenture; and (iii) the Series 2019A Bonds are valid, binding, special obligations of the District, enforceable in accordance with their terms and the terms of the Master Indenture and this Third Supplemental Indenture, subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally and entitled to the benefits of the Act as amended to the date of such opinion, and the Series 2019A Bonds have been duly and validly authorized and issued in accordance with law and the Master Indenture and this Third Supplemental Indenture;

The District Counsel opinion required by the Master Indenture;

A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2019A Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this Third Supplemental Indenture;

An Engineer's Certificate which set forth the estimated costs of the Phase III Project;

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

Executed copies of the Arbitrage and Tax Certificate, the True-Up Agreement, the Declaration of Consent, the Collateral Assignment and the Acquisition and Completion Agreement.

Payment to the Trustee  of $[ 	], being the net proceeds from the original issuance of the Series 2019A Bonds, shall be conclusive evidence that the foregoing conditions have been met to the satisfaction of the Issuer and the Underwriter.

ARTICLE III REDEMPTION OF SERIES 2019A BONDS

Section 301. Bonds Subject to Redemption. The Series 2019A Bonds are subject to redemption prior to maturity as provided in the form thereof set forth as Exhibit C to this Third Supplemental Indenture. Interest on Series 2019A Bonds which are called for redemption shall be paid on the Redemption Date from the Series 2019A Interest Subccount corresponding to the Series 2019A Bonds to be called or from the Series 2019A Revenue Account to the extent monies in the corresponding Series 2019A Interest Subaccount are insufficient for such purpose.

Optional Redemption. The Series 2019A Bonds are subject to redemption prior to maturity at the option of the District in whole or in part at any time on or after May 1, 20 (less than all Series 2019A Bonds to be selected by lot) at the Redemption Price of par together with accrued interest to the date of redemption.

Mandatory Redemption. The Series 2019A Bonds maturing on May 1, 20 are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Subaccount established under this Third Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the Year

Amortization Installment

May 1 of the Year

Amortization Installment

   
$	$

*

* Final Maturity

The Series 2019A Bonds maturing on May 1, 20  are subject to mandatory redemption   in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Subaccount established under this Third Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the Year

Amortization Installment

May 1 of the Year

Amortization Installment

   
$	$

9*

* Final Maturity

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

The Series 2019A Bonds maturing on May 1, 20  are subject to mandatory redemption   in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Subaccount established under this Third Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the Year

Amortization Installment

May 1 of the Year

Amortization Installment

   
$	$

*

* Final Maturity

Extraordinary Mandatory Redemption. The Series 2019A Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Interest Payment Date (other than in the case of clause (ii) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of the Phase III Project by application of moneys transferred from the Series 2019A Acquisition and Construction Account to the Series 2019A Prepayment Subaccount of the Series 2019A Redemption Account in accordance with the terms of the Indenture; and

from Prepayments of Series 2019A Special Assessments deposited into the Series 2019A Prepayment Subaccount of the Series 2019A Redemption Account; and

on the date on which the amount on deposit in the Series 2019A Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2019A Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2019A Bonds of a Series shall be called for redemption, the particular Series 2019A Bonds or portions of Series 2019A Bonds of a Series to be redeemed shall be selected by lot by the Registrar as provided in the Indenture.

Section 302. Redemption from Excess Acquisition and Construction Account Proceeds. Excess moneys on deposit in the Series 2019A Acquisition and Construction Account which are to be deposited into a Series 2019A Prepayment Subaccount in the Series 2019A Redemption Account in accordance with Section 403 hereof shall be deposited into the Series 2019A Prepayment Subaccount in the Series 2019A Redemption Account and applied to the extraordinary mandatory redemption of Series 2019A Bonds.

Section 303. Notice of Redemption. Notice of each redemption of  Series  2019A  Bonds shall be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each registered Owner of Series 2019A Bonds to be redeemed at the address of such registered Owner recorded on the bond register maintained by the Bond Registrar. The Issuer shall give the Trustee notice of any optional redemption not less than sixty (60) days prior to the redemption date. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, in accordance with Article III of the Master Indenture, the Series 2019A Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2019A Bonds or such portions thereof on such date, interest on such Series 2019A Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2019A Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2019A Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

ARTICLE IV
DEPOSIT OF SERIES 2019A BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF

Section 401. Establishment of Accounts. There are hereby established, the following Funds and Accounts.

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

a Series 2019A Acquisition and Construction Account; and

a Series 2019A Costs of Issuance Account.

There are hereby established within the Debt Service Fund held by the Trustee: (i) a Series 2019A Debt Service Account and therein a Series 2019A Sinking Fund Subaccount, a Series 2019A Interest Subaccount and a Series 2019A Capitalized Interest Subaccount; and (ii) a Series 2019A Redemption Account, and therein a Series 2019A Prepayment Subaccount and a Series 2019A Redemption Subaccount;

There is hereby established within the Reserve Fund held by the  Trustee  a  Series 2019A Reserve Account, which shall be held for the benefit of all of the Series 2019A Bonds, without distinction and without privilege or priority of one Series 2019A Bond over another;

There is hereby established within the Revenue Fund held by the  Trustee  a Series 2019A Revenue Account; and

There is hereby established within the Rebate Fund held  by  the  Trustee  a  Series 2019A Rebate Account.

Section 402. Use of Series 2019A Bond Proceeds. The net proceeds of sale of the  Series 2019A Bonds, $[ 	], (comprised of a par amount of $[ 	], less an underwriter's  discount  in  the  amount of $[ 	]) shall as soon as practicable upon the delivery thereof to the Trustee by the District pursuant to Section 207 of the Master Indenture, be applied as follows:

$[ 	], representing the Series 2019A Reserve Account Requirement shall be deposited to the credit of the Series 2019A Reserve Account;

$[ 	], representing the costs of issuance relating to the Series 2019A Bonds shall be deposited to the credit of the 2019A Costs of Issuance Account;

$[ 	], representing capitalized interest on the Series 2019A Bonds through [November 1, 2019] shall be deposited to the credit of the Series 2019A Capitalized Interest Account; and

$[ 	] shall be deposited to the credit of the Series 2019A Acquisition and Construction Account and applied to the Costs of the Phase III Project as provided in Section 403 hereof.

Section 403. Series 2019A Acquisition and Construction Account and Series 2019A Capitalized Interest Account.

Amounts on deposit in the in the Series 2019A Acquisition and Construction Account shall be applied to pay the costs of the Phase III Project upon compliance with the requisition provisions set forth in Section 503(b) of the Master Indenture. [FORM OF REQUISITION TO BE ATTACHED] After the Date of Completion of the Phase III Project and retaining such amounts as the District Engineer reasonably determines are needed to pay the remaining costs of completion of the Project, any amounts remaining in the Series 2019A Acquisition and Construction Account, shall be applied in accordance with Sections 301 and 302 hereof to the extraordinary mandatory redemption of Series 2019A Bonds. When there remains no money therein, the Series 2019A Acquisition and Construction Account shall be closed.

Amounts on deposit in the Series 2019A Capitalized Interest Account shall, on each Interest Payment Date commencing May 1, 2019 through and including November 1, 2019, be transferred into the Series 2019A Interest Subaccount and applied to the payment of interest first coming due on the Series 2019A Bonds, and thereafter all remaining money on deposit transferred into the Series 2019A Acquisition and Construction Account. When there remains no money therein, the Series 2019A Capitalized Interest Account shall be closed.

Section 404. Series 2019A Costs of Issuance Account. The amount deposited in the Series 2019A Costs of Issuance Account shall, at the written direction of an Authorized Officer

to the Trustee, be used to pay the costs of issuance relating to the Series 2019A Bonds. At the written direction of an Authorized Officer, or six months after the date of issuance of the     Series 2019A Bonds, any amounts deposited in the Series 2019A Costs of Issuance Account which are not needed to pay such costs shall  be  transferred  over  and  deposited  into  the  Series 2019A Acquisition and Construction Account and used for the purposes permitted therefor and the Series 2019A Costs of Issuance Account shall be closed.

Section 405. Series 2019A Reserve Account. Amounts on deposit in the Series 2019A Reserve Account shall be used only for the purpose of making payments into the Series 2019A Interest Subaccount and the Series 2019A Sinking Fund Subaccount to pay Debt Service on the Series 2019A Bonds, when due, without distinction as to Series 2019A Bonds and without privilege or priority of one Series 2019A Bond over another, to the extent the moneys on deposit in such Accounts therein and available therefor are insufficient and for no other purpose, except as specified in this Third Supplemental Indenture. Such Account shall consist only of cash and Series 2019A Investment Obligations.

On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2019A Reserve Account and transfer any excess therein above to the Series 2019A Reserve Account Requirement for the Series 2019A Bonds caused by investment earnings to the Series 2019A Revenue Account in accordance with Section 407 hereof.

Notwithstanding any of the foregoing, amounts on deposit in the Series 2019A Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2019A Bonds to the Series 2019A Redemption Subaccount, if as a result of the application of Article IX of the Master Indenture, the proceeds received from lands sold subject to the Series 2019A Special Assessments and applied to  redeem  a  portion  of  the  Series 2019A Bonds is less than the principal amount of Series 2019A Bonds indebtedness attributable to such lands.

Section 406.	Amortization Installments.

The Amortization Installments are established for the Series 2019A Bonds shall be as set forth in the forms of Bonds attached hereto.

Upon any redemption of Series 2019A Bonds (other than Series 2019A Bonds redeemed in accordance with scheduled Amortization Installments and other than Series 2019A Bonds redeemed at the direction of the District accompanied by a cash flow certificate as required by Section 506(b) of the Master Indenture), the District shall cause to be recalculated and delivered to the Trustee revised Amortization Installments recalculated so as to amortize the Outstanding Series 2019A Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2019A Bonds.

Section 407. Establishment of Series 2019A Revenue Account in Revenue Fund; Application of Revenues and Investment Earnings.

The Trustee is hereby authorized and directed to establish within the Revenue Fund a Series 2019A Revenue Account into which the Trustee shall deposit any and all amounts required to be deposited therein by this Section 407 or by any other provision of the Master Indenture or this Third Supplemental Indenture, and any other amounts or payments specifically designated by the District pursuant to a written direction or by a Supplemental Indenture for said purpose. The Series 2019A Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee.

The District shall deposit Series 2019A Assessment Revenues with the Trustee immediately upon receipt together with a written accounting setting forth the amounts of such Series 2019A Assessment Revenues in the following categories which shall be deposited by the Trustee into the Funds and Accounts established hereunder as follows:

Series 2019A Assessment Principal, which shall be deposited into the Series 2019A Sinking Fund Subaccount;

Series 2019A Prepayment Principal, which shall be deposited into the Series 2019A Prepayment Subaccount in the Redemption Account;

Series 2019A Delinquent Assessment Principal, which shall first be applied to restore the amount of any withdrawal from the 2019A Reserve Account to pay the principal of Series 2019A Bonds, and,  the  balance,  if  any,  shall  be  deposited  into  the  Series 2019A Sinking Fund Subaccount;

Series 2019A Delinquent Assessment Interest, which shall first be applied to restore the amount of any withdrawal from the Series 2019A Reserve Account to pay the interest on Series 2019A Bonds, and, the balance, if any, deposited into the Series 2019A Revenue Account; and

all other Series 2019A Assessment Revenues, which shall be deposited into the Series 2019A Revenue Account.

On the forty-fifth (45th) day preceding each Quarterly Redemption Date (or if such forty-fifth (45th) day is not a Business Day, on the Business Day next preceding such forty-fifth (45th) day), the Trustee shall determine the amount on deposit in the Series 2019A Prepayment Subaccount, and, if the balance therein is greater than zero, shall, at the written direction of the Issuer, transfer from the Series 2019A Revenue Account for deposit into such Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to an integral multiple of $5,000, and, shall thereupon give notice and cause the extraordinary mandatory redemption of the corresponding Series of the Series 2019A Bonds on the next succeeding Redemption Date in the maximum aggregate principal amount for which moneys are then on deposit in such Prepayment Subaccount in accordance with the provisions for extraordinary redemption of such Series of the Series 2019A Bonds set forth in the respective form of Series 2019A Bond attached hereto, Section 301 hereof, and Article III of the Master Indenture.

On May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such May for November 1), the Trustee shall first transfer from the Series 2019A Capitalized Interest Account to the Series 2019A Interest Subaccount the lesser of (x) the amount of interest coming due on the Series 2019A Bonds on such May 1 or November 1, less the amount already on deposit therein, or (y) the amount remaining in the Series 2019A Capitalized Interest Account. The Trustee shall then transfer amounts on deposit  in the Series 2019A Revenue Account to the Funds and Accounts designated below in the following amounts and in the following order of priority:

FIRST, from the Series 2019A Revenue Account to the Series 2019A Interest Subaccount of the Debt Service Fund, an amount equal to the amount of interest payable on all Series 2019A Bonds then Outstanding on such May 1 or November 1 less any amount transferred from the Series 2019A Capitalized Interest Account in accordance with Section 403(d) hereof and less any other amount already on deposit in the Series 2019A Interest Subaccount not previously credited;

SECOND, to the Series 2019A Sinking Fund Subaccount, the amount, if any, equal to the difference between the Amortization Installments of all Series 2019A Bonds subject to mandatory sinking fund redemption on such May 1, and the amount already on deposit in the Series 2019A Sinking Fund Subaccount not previously credited;

THIRD, to the Series 2019A Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2019A Reserve Account Requirement with respect to the Series 2019A Bonds; and

FOURTH, the balance shall be retained in the Series 2019A Revenue Account.

Anything herein to the contrary notwithstanding, it shall not constitute an Event of Default hereunder if the full amount of the foregoing deposits are not made due to an insufficiency of funds therefor.

On any date required by the Arbitrage and Tax Certificate, the District shall give the Trustee written direction, and the Trustee shall, transfer from the Series 2019A Revenue Account to the Rebate Account established for the Series 2019A Bonds in the Rebate Fund in accordance with the Master Indenture, the amount due and owing to the United States, which amount shall be paid, to the United States, when due, in accordance with such Arbitrage and Tax Certificate.

On each November 2, the balance on deposit in the Series 2019A Revenue Account on such November 2, shall be paid over to the District at the written direction of an Authorized Officer of the District and used for any lawful purpose of the District; provided however, that on the date of such proposed transfer the amount on deposit in the Series 2019 Reserve Account in the Series 2019A Debt Service Reserve Fund shall be equal to the Series 2019A Reserve Account Requirement, and, provided further, that the Trustee shall not have actual knowledge (as described in Section 606 of the Master Indenture) of an Event of Default under the Master Indenture or hereunder relating to any of the Series 2019A Bonds, including the payment of Trustee's fees and expenses then due.

Anything herein or in the Master Indenture to the contrary notwithstanding, earnings on investments in all of the Funds and Accounts held as security for the Series 2019A Bonds shall be invested only in Series 2019A Investment Obligations, and further, earnings on the Series 2019A Acquisition and Construction Account, the Series 2019A Debt Service Account and the subaccounts therein, and the Series 2019A Redemption Account and the subaccounts therein shall be retained, as realized, in such Accounts or Subaccounts and used for the purpose of such Account or Subaccount.

Earnings on investments in the Series 2019A Reserve Account shall be disposed of as follows:

if as of the last date on which amounts on deposit in the Series 2019A Reserve Account were valued by the Trustee there was a deficiency (as defined in Section 509 of the Master Indenture), or if after such date withdrawals have been made from the Series 2019A Reserve Account and have created such a deficiency, then earnings on  investments  in  the Series 2019A Reserve Account shall be deposited into the Series 2019A Reserve Account until the amount on deposit therein is equal to the Series 2019A Reserve Account Requirement, and then earnings on the Series 2019A Reserve Account shall be deposited into the Series 2019A Capitalized Interest Account through November 1, 2019, and thereafter into the Series 2019A Acquisition and Construction Account and applied as provided for moneys on deposit therein, and if the Series 2019A Acquisition and Construction Account is closed, then into the Series 2019A Revenue Account.

Section 408.	Prepayments; Removal of Series 2019A Special Assessment Liens.

At any time any owner of property subject to the Series 2019A Special Assessments may, at its option, or as a result of acceleration of the Series 2019A Special Assessments because of non-payment thereof, shall, or by operation of law, require the District to reduce or release and extinguish, as applicable, the lien upon its property by virtue of the levy of the Series 2019A Special Assessments by paying or causing there to be paid, to the District all or a portion of the Series 2019A Special Assessment, which shall constitute Series 2019A Prepayment Principal, plus, except as provided below, accrued interest to the next succeeding Quarterly Redemption Date (or the first succeeding Quarterly Redemption Date that is at least 45 days after such prepayment, if such Prepayment is made within 45 calendar days before the next succeeding Quarterly Redemption Date, as the case may be), attributable to the property subject to Series 2019A Special Assessments owned by such owner.

Upon receipt of Series 2019A Prepayment Principal as described in paragraph (a) above, subject to satisfaction of the conditions set forth therein, the District shall immediately pay the amount so received to the Trustee, and the District shall take such action as is necessary to record in the official improvement lien book of the District that the Series 2019A Special Assessment has been paid in whole or in part and that such Series 2019A Special Assessment lien is thereby reduced, or released and extinguished, as the case may be.

ARTICLE V CONCERNING THE TRUSTEE

Section 501. Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this Third Supplemental Indenture and agrees to perform such trusts upon the terms and conditions set forth in the Master Indenture, as amended and supplemented by the Supplemental Indenture.

Section 502. Limitation of Trustee's Responsibility. The Trustee shall not be responsible in any manner for the due execution of this Third Supplemental Indenture by the District or for the recitals contained herein, all of which are made solely by the District.

Section 503. Trustee's Duties. Nothing contained herein shall  limit  the  rights,  benefits, privileges, protection and entitlements inuring to the Trustee under the Master Indenture, including, particularly, Articles VI and IX thereof.

ARTICLE VI ADDITIONAL BONDS

Section 601. No Parity Bonds. The District covenants not to issue any other Bonds or other debt obligations secured by the Series 2019A Special Assessments levied against the assessable lands within the District. Such covenant shall not prohibit the District from issuing refunding Bonds. In addition, the District covenants not to issue any other Bonds or other debt obligations secured by Special Assessments on assessable lands within the Series 2019A Assessment Area for any capital project until the Series 2019A Special Assessments are Substantially Absorbed, except for the simultaneous issuance of the District's Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt) and the District's Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable). The District shall present the Trustee with a certification that the Series 2019A Special Assessments are Substantially Absorbed and the Trustee may rely conclusively upon such certification and shall have no duty to verify if the Series 2019A Special Assessments are Substantially Absorbed. In the absence of such written certification, the Trustee is entitled to assume that the relevant assessments have not been Substantially Absorbed. Nothing herein shall restrict the District from issuing additional bonds  or other debt obligations for District lands outside of the Series 2019A Assessment Area, provided that such additional bonds or other debt obligations are not secured by assessments on lands within the Series 2019A Assessment Area. Provided, nothing herein shall prohibit the District from issuing additional Bonds or other debt obligations secured by assessments on assessable lands within the Series 2019A Assessment Area for the purpose of funding additional capital improvements, prior to Substantial Absorption, with the prior written consent of the Majority Owners of the Outstanding Series 2019A Bonds.

ARTICLE VII MISCELLANEOUS

Section 701. Confirmation of Master Indenture. As supplemented by this Third Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this Third Supplemental Indenture shall be read, taken and construed as a part of the Master Indenture so that all of the rights, remedies, terms, conditions, covenants and agreements of the Master Indenture, except insofar as modified herein, shall apply and remain in full force and

effect with respect to this Third Supplemental Indenture and to the Series 2019A Bonds issued hereunder.

Section 702. Continuing Disclosure Agreement. Contemporaneously with the execution and delivery hereof, the District has executed and delivered a Continuing Disclosure Agreement in order to comply with the requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934. The District covenants and agrees to comply with the provisions of such Continuing Disclosure Agreement; however, as set forth therein, failure to so comply shall not constitute an Event of Default hereunder, but, instead shall be enforceable by mandamus, injunction or any other means of specific performance.

Section 703. Additional Covenant Regarding Assessments. In addition, and not in limitation of, the covenants contained elsewhere in this Third Supplemental Indenture and in the Master Indenture, the District covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2019A Special Assessments, including the Third Supplemental Special Assessment Methodology Report For Capital Improvement Revenue Bonds, Series 2019 (Phase III Project) Preliminary Report, dated as of February 2019, as supplemented, prepared by Governmental Management Service, LLC (the "Phase III Methodology Report"), and to levy the Series 2019A Special Assessments and required true up payments set forth in the Phase III Methodology Report, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2019A Bonds, when due.

Section 704. Collection of Assessments. Pursuant to the terms and provisions of the Master Indenture, the District shall collect the Series 2019A Special Assessments relating to the acquisition and construction of the Phase III Project through the Uniform Method of Collection (the "Uniform Method") afforded by Chapter 197, Florida Statutes. Pursuant to the terms and provisions of the Master Indenture, the District shall, pursuant to the provisions of the 2019 Assessment Resolution, directly collect the Series 2019A Special Assessments levied in lieu of the Uniform Method with respect to any lands within Phase III that have not been platted. In addition, and not in limitation of, the covenants contained elsewhere in this Supplemental Indenture and in the Master Indenture, the District covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2019A Special Assessments, and to levy the Series 2019A Special Assessments in such manner as will generate funds sufficient to pay Debt Service on the Series 2019A Bonds when due.

Section 705. Acknowledgement Regarding Acquisition and Construction Moneys Following an Event of Default. In accordance with the provisions of Master Indenture and this Supplemental Indenture, upon the occurrence of an Event of Default with respect to the Series 2019A Bonds, the Series 2019A Bonds are payable solely from the Series 2019A Trust Estate and any other moneys held by the Trustee under the Master Indenture and this Supplemental Indenture for such purpose. Anything in the Master Indenture and this Supplemental Indenture  to the contrary notwithstanding, the District hereby acknowledges that, upon the occurrence of  an Event of Default with respect to the Series 2019A Bonds, (i) the Series 2019A Trust Estate includes, without limitation, all amounts on deposit in the Series 2019A Acquisition and Construction Fund then held by the Trustee, (ii) the Series 2019A Trust Estate may not be used by the District (whether to pay costs of either the Phase III Project or otherwise) without the consent of the Majority Owners and (iii) the Series 2019A Acquisition and Construction Fund

may be used by the Trustee, at the direction or with the approval of the Trustee at the direction of or with the approval of the Majority Owners, to pay costs and expenses incurred in connection with the pursuit of remedies under the Master Indenture and this Supplemental Indenture.

Section 706. Additional Events of Default. Section 902 of the Master Indenture is hereby amended by adding the following paragraphs to such Section as additional Events of Default with respect to the Series 2019A Bonds:

"(j)	if at any time the amount in the Series 2019A Reserve Account is less than the Series 2019A Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Debt Service Requirement on the Series 2019A Bonds and such amount has not been restored within ninety (90) days of such withdrawal; or

(k) any portion of the Series 2019A Special Assessments shall have become delinquent, as described in Section 812 of the Master Indenture, and after realization of proceeds from the sale of tax certificates and tax deeds pursuant to Section 813 of the Master Indenture, and the terms of the Indenture require the Trustee to withdraw funds from the Series 2019A Reserve Account to pay debt service on the Series 2019A Bonds, (regardless of whether the Trustee does or does not, per the direction of the Holders of a majority in aggregate principal amount of the Series 2019A Bonds, actually withdraw such funds from the Series 2019A Reserve Account to pay debt service on the Series 2019A Bonds)."

Section 707. Bankruptcy or Insolvency of a Landowner.  For  purposes  of  this Section 707, (i) any Series 2019A Bonds secured by and payable from Series 2019A Special Assessments levied against property owned by any Insolvent Taxpayer (defined below) are collectively referred to herein as the "Affected Bonds" and (ii) the Series 2019A Special Assessments levied against any Insolvent Taxpayer's property and pledged under this Third Supplemental Indentures as security for the Affected Bonds are collectively referred to herein as the "Affected Special Assessments."

The provisions of this Section 707 shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel subject to the Affected Special Assessments (an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding"). For as long as any Affected Bonds remain Outstanding, in any Proceeding involving the District, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments, the District shall be obligated to act in accordance with any direction from the Trustee with regard to all matters directly or indirectly affecting at least three percent (3%) of the Outstanding aggregate principal amount of the Affected Bonds or for as long as any Affected Bonds remain Outstanding, in any proceeding involving the District, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments or the Trustee. The District agrees that it shall not be a defense to a breach of the foregoing covenant that it has acted upon advice of counsel in not complying with this covenant.

The District acknowledges and agrees that, although the Affected Bonds were issued by the District, the Owners of the Affected Bonds are categorically the party with the ultimate financial stake in the transaction and, consequently, the party with a vested and pecuniary interest in a Proceeding. In the event of any Proceeding involving any Insolvent Taxpayer: (a) the District hereby agrees that it shall follow the direction of the Trustee in making any election, giving any consent, commencing any action or filing any motion, claim, obligation, notice or application or in taking any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Affected Special Assessments, the Affected Bonds or any rights of the Trustee under the Indenture; (b) the District hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Affected Special Assessments, the Affected Bonds or any rights of the Trustee under the Indenture that is inconsistent with any direction from the Trustee; (c) the Trustee shall have the right, but is not obligated to, (i) vote in any such Proceeding any and all claims of the District, or (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the District, including without limitation, motions seeking relief from the automatic stay, dismissal the Proceeding, valuation of the property belonging to the Insolvent Taxpayer, termination of exclusivity, and objections to disclosure statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking approval of sales or post-petition financing. If the Trustee chooses to exercise any such rights, the District shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the District in connection with any Proceeding of any Insolvent Taxpayer, including without limitation, the right to file and/or prosecute any claims, to propose and prosecute a plan, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the Bankruptcy Code and (d) the District shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of the lands owned by any Insolvent Taxpayer submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to Trustee's enforcement of the District claim and rights with respect to the Affected Special Assessments or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District agrees that the Trustee shall have the right (i) to file a proof of claim with respect to the Affected Special Assessments, (ii) to deliver to the District a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.

Section 708. Brokerage Confirmations. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive individual confirmations of security transactions at no additional cost, as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the District periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

Section 709. Patriot Act Requirements of the Trustee. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an

account. For a non-individual person such as a business entity, a charity, a trust, or other legal entity, the Trustee will ask for documentation to verify such non-individual person's formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

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

(SEAL)

Attest:

Secretary

AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

By:

Chairman, Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:		 Vice President

EXHIBIT A
Description of Phase III Project

The Phase III Project includes, but is not limited to, the following improvements:

Infrastructure	Phase III Planned Improvements		Public Improvements		Private Improvements	
Clearing and Grading	$1,950,143		$721,255		$1,228,888	
Roadway	924,503		924,503		0	
Stormwater	1,239,580		1,239,580		0	
Water	422,813		422,813		0	
Sewer	505,290		505,290		0	
Electrical	140,000		140,000		0	
Contingency	405,000		405,000		0	
Landscaping, Entry Monuments & Signs	145,000		145,000		0	
Engineering/Permitting	90,000		90,000		0	
						
TOTAL:	$5,822,330		$4,593,441		$1,228,888	

Source: Amelia Concourse Community Subdivision Phase III Engineers Report dated January 7, 2019, prepared by
McCranie & Associates, Inc.

EXHIBIT B

Amelia Concourse CDD
Preliminary Assessment Roll-Assessment Area III (NEED CHART FROM ASSESSMENT METHODOLOGY)

B-1

EXHIBIT C

FORM OF SERIES 2019A BONDS [TEXT OF SERIES 2019A BOND FACE]
No. R-1	$[ 	]

UNITED STATES OF AMERICA STATE OF FLORIDA
AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2019A (TAX-EXEMPT)
Interest Rate	Maturity Date	Dated Date	CUSIP

 	%	May 1, 20[   ]	March [ ],
2019

[ 	]

Registered Owner:	CEDE & CO. Principal Amount:
AMELIA	CONCOURSE	COMMUNITY	DEVELOPMENT	DISTRICT,	a
community development district duly established and existing pursuant to Chapter 190, Florida Statutes (the "District"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered Owner set forth above, or registered assigns, on the maturity date shown hereon, unless this Bond shall have been called for redemption in whole or in part and payment of the Redemption Price (as defined in the Indenture mentioned hereinafter) shall have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for, or, if no interest has been paid, from the Dated Date shown above on May 1 and November 1 of each year (each, an "Interest Payment Date"), commencing on May 1, 2019, until payment of said principal sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day (as defined in the Indenture hereinafter mentioned), then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date, but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter denied), be paid to the registered Owner hereof at the close of business on the regular record date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date, or, if such day is not a Business Day on the Business Day immediately preceding such day; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture (hereinafter defined), the payment of interest and principal or Redemption Price or Amortization Installments shall be made by the Paying Agent (hereinafter defined) to such person, who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and

not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the registered Owner of this Bond. Any payment of principal, Maturity Amount or Redemption Price shall be made only upon presentation hereof (except while the herein described Series 2019A Bonds are in book-entry form in which case presentation shall not be required) at the designated corporate trust office of U.S. Bank National Association, located in Orlando, Florida, or any alternate or successor paying agent (collectively, the "Paying Agent"). Payment of interest shall be made by check or draft (or by wire transfer to the registered Owner set forth above if such Owner requests such method of payment in writing on or prior to the regular record date for the respective interest payment to such account as shall be specified in such request, but only if the registered Owner set forth above owns not less than
$1,000,000 in aggregate principal amount of the Series 2019A Bonds, as defined below).  Interest on this Bond will be computed on the basis of a 360-day year of twelve 30-day months.

This Bond is one of a duly authorized issue of bonds of the District designated "Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt)" in the aggregate principal amount of
$[ 	] (the "Series 2019A Bonds" and, together with any other Bonds issued under and governed by the terms of, the Master Indenture, are hereinafter collectively referred to as the "Bonds"), under a Master Trust Indenture, dated as of July 1, 2007 (the "Master Indenture"), between the District and U.S. Bank National Association, located in Orlando, Florida, as trustee (the "Trustee"), as amended and supplemented by a Third Supplemental Trust Indenture, dated as of March 1, 2019 (the "Third Supplemental Indenture" and, together with the Master Indenture, the "Indenture"). The Series 2019A Bonds are being issued to provide funds to: (i) finance a portion of the Costs of acquiring, constructing and equipping assessable improvements comprising the Phase III Project; (ii) pay certain costs associated with the issuance of the Series 2019A Bonds; (iii) pay a portion of the interest coming due on the Series 2019A Bonds; and
make a deposit to the Series 2019A Reserve Account for the benefit of all of the Series 2019A Bonds.

NEITHER THIS BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE OF FLORIDA. THIS BOND AND THE SERIES OF WHICH  IT IS A PART AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON AND THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE MASTER INDENTURE OR IN THE SUPPLEMENTAL INDENTURE AUTHORIZING THE ISSUANCE OF THE SERIES 2019A BONDS. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE  MASTER  INDENTURE,  THE  SUPPLEMENTAL  INDENTURE,   OR   THE   SERIES 2019A BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE MASTER INDENTURE, THE SUPPLEMENTAL INDENTURE, OR THE SERIES 2019A BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2019A PLEDGED REVENUES AND THE SERIES 2019A PLEDGED FUNDS AND ACCOUNTS PLEDGED

TO THE SERIES 2019A BONDS, ALL AS PROVIDED HEREIN, IN THE MASTER INDENTURE AND IN THE SUPPLEMENTAL INDENTURE.

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

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IN WITNESS WHEREOF, Amelia Concourse Community Development District has caused this Bond to bear the signature of the Chairman of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary to the Board of Supervisors.

(SEAL)	AMELIA CONCOURSE
COMMUNITY DEVELOPMENT DISTRICT

By:	 Chairman, Board of Supervisors

Attest:

Secretary

CERTIFICATE OF AUTHENTICATION FOR SERIES 2019A BONDS

This Bond is one of the Bonds of the Series designated herein, described in the within- mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee

Date of Authentication:  	

By:	 Authorized Signatory

[TEXT OF SERIES 2019A BOND]

This Bond is issued under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, and other applicable provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on file at the corporate trust office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Indenture, the collection and disposition of revenues and the funds charged with and pledged to the payment of the principal, Maturity Amount and Redemption Price of, and the interest on, the Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of the Series 2019A Special Assessments (as defined in the Indenture), the terms and conditions under which the Bonds are or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Owners of the Bonds, and, by the acceptance of this Bond, the Owner hereof assents to all of the provisions of the Indenture. The Series 2019A Bonds are equally and ratably  secured by the 2019A Trust Estate, without preference or priority of one Series 2019A Bond over another.

The Series 2019A Bonds are issuable only as registered bonds without coupons in current interest form in denominations of $5,000 or any integral multiple thereof (an "Authorized Denomination"); provided, however, that the Series 2019A Bonds shall be delivered to the initial purchasers thereof only in aggregate principal amounts of $100,000 or integral multiples of Authorized Denominations in excess of $100,000. This Bond is transferable by the registered Owner hereof or his duly authorized attorney at the designated corporate trust office of the Trustee in Orlando, Florida, as Bond Registrar (the "Bond Registrar"), upon surrender of this Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature reasonably satisfactory to the Bond Registrar, subject to such reasonable regulations as the District or the Bond Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new Bond or Bonds, in the same aggregate principal amount as the Bond or Bonds transferred, will be issued to the transferee. At the corporate trust office of the Bond Registrar in Orlando, Florida, in the manner and subject to the limitations and conditions provided in the Master Indenture and without cost, except for any tax or other governmental charge, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of Authorized Denominations and bearing interest at the same rate or rates.

Optional Redemption. The Series 2019A Bonds are subject to redemption prior to maturity at the option of the District in whole or in part at any time on or after May 1, 20 (less than all Series 2019A Bonds to be selected by lot) at the Redemption Price of par together with accrued interest to the date of redemption.

Mandatory Redemption.   The Series 2019A Bonds maturing on May 1, 20   are subject  to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Subaccount established under this Third Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the Year

Amortization Installment

May 1 of the Year

Amortization Installment

$	$

*

* Final Maturity

The Series 2019A Bonds maturing on May 1, 20  are subject to mandatory redemption   in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Subaccount established under the Third Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the Year

Amortization Installment

May 1 of the Year

Amortization Installment

$	$

*

* Final Maturity

The Series 2019A Bonds maturing on May 1, 20  are subject to mandatory redemption   in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Subaccount established under the Third Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the Year

Amortization Installment

May 1 of the Year

Amortization Installment

$	$

*

* Final Maturity

As more particularly set forth in the Master Indenture and the Third Supplemental Indenture, any Series 2019A Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2019A Bonds.

Installments are also subject to recalculation, as provided in the Third Supplemental Indenture, as the result of the redemption of Series 2019A Bonds so as to reamortize the remaining Outstanding principal balance of the Series 2019A Bonds as set forth in the Third Supplemental Indenture.

Extraordinary Mandatory Redemption. The Series 2019A Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Interest Payment Date (other than in the case of clause (ii) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of the Phase III Project (as such terms are defined in the Indenture), by application of moneys transferred from the Series 2019A Acquisition and Construction Account to the Series 2019A Prepayment Subaccount of  the Series 2019A Redemption Account in accordance with the terms of the Indenture; and

from Prepayments of Series 2019A Special Assessments (as defined in the Indenture) deposited into the Series 2019A Prepayment Subaccount of the Series 2019A Redemption Account; and

on the date on which the amount on deposit in the Series 2019A Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2018A Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2019A Bonds of a Series shall be called for redemption, the particular Series 2019A Bonds or portions of Series 2019A Bonds of a Series to be redeemed shall be selected by lot by the Registrar as provided in the Indenture.

Notice of each redemption of Series 2019A Bonds shall be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each registered Owner of Series 2019A Bonds to be redeemed at the address of such registered Owner recorded on the bond register maintained by the Bond Registrar. On  the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, in accordance with Article III of the Master Indenture, the Series 2019A Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2019A Bonds or such portions thereof on such date, interest on such Series 2019A Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2019A Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such  Series 2019A Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. The Owner of this Bond shall have no right to enforce the provisions of the Master Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 2019A Bonds then Outstanding under the Indenture may become and may be declared due and payable before the stated maturities thereof, with the interest accrued thereon.

Modifications or alterations of the Master Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Master Indenture.

Any moneys held by the Trustee or any Paying Agent in trust for the payment and discharge of any Bond which remain unclaimed for six (6) years after the date when such Bond has become due and payable, either at its stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee or any Paying Agent at such date, or for six (6) years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after the date when such Bond became due and payable, shall be paid to the District, and thereupon and thereafter no claimant shall have any rights against the Paying Agent to or in respect of such moneys.

If the District deposits or causes to be deposited with the Trustee cash or Federal Securities (as defined in the Indenture) sufficient to pay the principal or redemption price of any Bonds becoming due at maturity or by call for redemption in the manner set forth in the Indenture, together with the interest accrued to the due date, the lien of the Series 2019A Bonds as to the Trust Estate shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture.

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

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

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CERTIFICATE OF VALIDATION

This Bond is one of a Series of Bonds which were validated by judgment of the Circuit Court for Nassau County, Florida, rendered on April 30, 2007.

(SEAL)	AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

Attest:

By:	 Secretary, Board of Supervisors

By:		 Chairman, Board of Supervisors

[FORM OF ABBREVIATIONS FOR SERIES 2019A BONDS]

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

TEN COM as tenants in common TEN ENT as tenants by the entireties
JU TEN as joint tenants with the right of survivorship and not as tenants in common UNIFORM  TRANSFER  MIN ACT - 	Custodian 	under
Uniform Transfer to Minors Act 	(Cult.) (Minor)	(State)

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

[FORM OF ASSIGNMENT FOR SERIES 2019A BONDS]

FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto

(please print or typewrite name and address of assignee)

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

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

 	

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

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

Please	insert	social	security	or	other identifying number of Assignee.

2.

FOURTH SUPPLEMENTAL TRUST INDENTURE

BETWEEN

AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

AND

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of March 1, 2019

Authorizing and Securing

$[ 	]      AMELIA CONCOURSE
COMMUNITY DEVELOPMENT DISTRICT
CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2019B-1 (TAX-EXEMPT)

and

$[ 	] AMELIA CONCOURSE
COMMUNITY DEVELOPMENT DISTRICT
CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2019B-2 (TAXABLE)

TABLE OF CONTENTS

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

ARTICLE I DEFINITIONS
Section 101.	Definitions.	5
ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2019 BONDS
Section 201.	Authorization of Series 2019 Bonds; Book-Entry Only Form	15
Section 202.	Terms	16
Section 203.	Denominations	16
Section 204.	Paying Agent	17
Section 205.	Bond Registrar	17
Section 206.	Conditions Precedent to Issuance of Series 2019B Bonds	17
ARTICLE III REDEMPTION OF SERIES 2019B BONDS
Section 301.	Bonds Subject to Redemption	18
Section 302.	Redemption from Excess Acquisition and Construction Account Proceeds	19
Section 303.	Notice of Redemption	20
ARTICLE IV
DEPOSIT OF SERIES 2019B BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
Section 401.	Establishment of Accounts	20
Section 402.	Use of Series 2019B Bond Proceeds	21
Section 403.	Series 2019B Acquisition and Construction Accounts and Series 2019B Capitalized Interest Subaccounts	22
Section 404.	Series 2019B Costs of Issuance Accounts	22
Section 405.	Series 2019B Reserve Accounts	23
Section 406.	Reserved	23
Section 407.	Establishment of Series 2019B Revenue Accounts in Revenue Fund; Application of Revenues and Investment Earnings	23
Section 408.	Prepayments; Removal of Series 2019B Special Assessment Liens	27
ARTICLE V CONCERNING THE TRUSTEE
Section 501.	Acceptance by Trustee	28
Section 502.	Limitation of Trustee's Responsibility	28

Section 503.	Trustee's Duties	28
ARTICLE VI ADDITIONAL BONDS
Section 601.	No Parity Bonds	29
ARTICLE VII MISCELLANEOUS
Section 701.	Confirmation of Master Indenture	29
Section 702.	Continuing Disclosure Agreement	29
Section 703.	Additional Covenant Regarding Assessments	29
Section 704.	Collection of Assessments	30
Section 705.	Acknowledgement Regarding Acquisition and Construction Moneys Following an Event of Default	30
Section 706.	Additional Events of Default	30
Section 707.	Bankruptcy or Insolvency of a Landowner	31
Section 708.	Brokerage Confirmations	32
Section 709.	Patriot Act Requirements of the Trustee	32
Exhibit A - Description of Phase III Project Exhibit B - Preliminary Assessment Roll Exhibit C-1 - Form of Series 2019B-1 Bonds Exhibit C-2 - Form of Series 2019B-2 Bonds

FOURTH SUPPLEMENTAL TRUST INDENTURE

This FOURTH SUPPLEMENTAL TRUST INDENTURE (the "Fourth Supplemental Indenture") dated as of March 1, 2019, supplements and amends that certain Master Trust Indenture dated as of July 1, 2007 (the "Master Indenture" and together with this Fourth Supplemental Indenture, the "Indenture"), each by and between the AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT (the "District" or "Issuer") and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the "Trustee"), a national banking association organized and existing under the laws of the United States of America, and authorized to accept and execute trusts of the character herein set out, with its designated corporate trust office and post office address located at 225 E. Robinson Street, Suite 250, Orlando, Florida 32801, Attention: Corporate Trust Department.

WHEREAS, the District is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the  "Act"),  and  created  pursuant  to  Ordinance No. 2006-58, enacted by the Board of County Commissioners of Nassau County, Florida (the "County"), on July 10, 2006; and

WHEREAS, pursuant to Resolution No. 2007-13 adopted by the Board of Supervisors of the District (the "Board") on November 9, 2006 (the "Original Bond Resolution") the District authorized the issuance, sale and delivery of not to exceed $19,700,000 in aggregate principal amount of its Capital Improvement Revenue Bonds (the "Bonds"), under the Master Indenture; and

WHEREAS, the Bonds were validated by final judgment of the Circuit Court of Nassau County, Florida on April 30, 2007; and

WHEREAS, the District is being developed in three separate phases: Phase I, Phase II, and Phase III (collectively, the "Development"); and

WHEREAS, the District previously issued $7,350,000 in aggregate principal amount of its Capital Improvement Revenue Bonds, Series 2007 (the "Series 2007 Bonds"), under the terms of the Master Indenture, as supplemented by that certain First Supplemental Trust Indenture (the "First Supplemental Indenture") dated as of July 1, 2007, between the District and the Trustee, for the purpose of providing funding for the costs of certain capital improvements necessary for the development of Phase I; and

WHEREAS, the Outstanding Series 2007 Bonds are secured by special assessments (the "Series 2007 Special Assessments") imposed, levied and collected on benefitted property within Phase I; and

WHEREAS, the District previously issued $3,385,000 in aggregate principal amount of its Capital Improvement Revenue Bonds, Series 2016 (the "Series 2016 Bonds"), under the terms of the Master Indenture, as supplemented by that certain Second Supplemental Trust Indenture (the "Second Supplemental Indenture") dated as of June 1, 2016, between the District and the

Trustee, for the purpose of providing funding for the costs of certain capital improvements necessary for the development of Phase II; and

WHEREAS, the Series 2016 Bonds are secured by special assessments (the "Series 2016 Special Assessments") imposed, levied and collected on benefitted property within Phase II; and

WHEREAS, Phase III of the District contains approximately 78 undeveloped acres and is planned for 172 single-family units; and

WHEREAS, DFC Amelia Concourse Phase III, LLC (the "Developer") is expected to purchase all of the developable land within Phase III of the District pursuant to a Real Estate Sales Agreement (Amelia Concourse) dated January 24, 2018, and plans to develop Phase III into 172 single-family units; and

WHEREAS, on January 18, 2019, the Board adopted Resolution No. 2019-08, providing for (i) the acquisition and construction of the capital improvements described in the Amelia Concourse Subdivision Phase III Engineers Report (the "Phase III Engineer's Report") dated January 7, 2019, prepared by McCraine & Associates, Inc. (the "District Engineer"), providing the estimated costs of certain capital improvements necessary for the development of Phase III (the "Phase III Project"), and (ii) the special assessments that will be imposed and the manner in which such special assessments shall be levied against the benefitted property within Phase III (the "Phase III Special Assessments") for the purpose of allotting the costs of the Phase III Project as set forth in the Third Supplemental Special Assessment Methodology Report for Capital Improvement Revenue Bonds, Series 2019 (Phase III Project), Preliminary Report dated February 2019 (the "Phase III Assessment Methodology"), prepared by Government Management Services, LLC (the "Methodology Consultant"); and

WHEREAS, the Board duly adopted Resolution No. 2019-[ ], on February 19, 2019, following a public hearing conducted in accordance with the Act, to  fix  and  establish  the Phase III Special Assessments and the benefitted property; and

WHEREAS, the District has determined that it is necessary and desirable at this time to proceed with the planning, financing, acquisition, construction, installation and equipping of components of the Phase III Project; and

WHEREAS, the District has determined that it would be in the best interest of the landowners of the District for the District to issue its: (i) Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt) (the "Series 2019A Bonds"), (ii) Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt) (the "Series 2019B-1 Bonds"), and
(iii) Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the "Series 2019B-2 Bonds" and, together with the Series 2019B-1 Bonds, the "Series 2019B Bonds" and, together with the Series 2019A Bonds, the "Series 2019 Bonds") for the primary purpose of providing funds to pay a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Phase III Project; and

WHEREAS, the Series 2019A Bonds will be issued under and pursuant to the Master Indenture and a Third Supplemental Trust Indenture (the "Third Supplemental Indenture") dated as of March 1, 2019, by and between the District and the Trustee; and

WHEREAS, the Board adopted Resolution No. 2019on February 19, 2019 (the "Delegation Resolution") authorizing the issuance of the Series 2019 Bonds, and approving inter alia the form of this Fourth Supplemental Indenture and the form of the Third Supplemental Indenture among other financing documents; and

WHEREAS, the District will apply the proceeds of the Series 2019B Bonds to: (i) fund a portion of the costs of planning, financing, acquiring, constructing and equipping assessable improvements comprising the Phase III Project; (ii) pay certain costs associated with the  issuance of the Series 2019B Bonds; (iii) pay a portion of the  interest  coming  due  on the Series 2019B Bonds; and (iv) make a deposit into the related Series 2019B-1 Reserve Account and Series 2019B-2 Reserve Account (each as herein defined) for the benefit of the Series 2019B Bonds; and

WHEREAS, the Series 2019B Bonds will  be  payable  from  and  secured  by  the  Series 2019B Pledged Revenues, which primarily consist of the short-term Phase III Special Assessments (the "Series 2019B Special Assessments") imposed, levied and collected by the District with respect to all assessable property within Phase III  specially  benefitted  by the Phase III Project, which together with the Series 2019B Pledged Funds and Accounts will comprise the Series 2019B Trust Estate, which shall constitute a "Series Trust Estate" as defined in the Master Indenture; and

WHEREAS, the execution and delivery of the Series 2019B Bonds and of this Fourth Supplemental Indenture have been duly authorized by the Board and all things necessary to make the Series 2019B Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Fourth Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the Series 2019B Trust Estate have been done;

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

That the District, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the mutual covenants herein contained, the purchase and acceptance of the Series 2019B Bonds by the purchaser or purchasers thereof, and other good and valuable consideration, receipt of which is hereby acknowledged, and in order to further secure the payment of the principal and Redemption Price of, and interest on, all Series 2019B Bonds Outstanding (as defined in the Master Indenture) from time to time, according to their tenor and effect, and such other payments required to be made under the Master Indenture or hereunder, and to further secure the observance and performance by the District of all the covenants, expressed or implied in the Master Indenture, in this Fourth Supplemental Indenture and in the Series 2019B Bonds:   (i) has executed and delivered this Fourth Supplemental Indenture and
(ii) does hereby, in confirmation of the Master Indenture, grant, bargain, sell, convey, transfer, assign  and  pledge  unto  the  Trustee,  and  unto  its  successors  in  the  trusts  under  the Master

Indenture, and to them and their successors and assigns forever, all right, title and interest of the District, in, to and under, subject to the terms and conditions of the Master Indenture and the provisions of the Master Indenture pertaining to the application thereof for or to the purposes and on the terms set forth in the Master Indenture the revenues derived by the District from the  Series 2019B Special Assessments (the "Series 2019B Pledged Revenues") and the Funds and Accounts (except for the Series 2019B-1 Rebate Account) established hereby (the "Series 2019B Pledged Funds and Accounts") which shall comprise a part of the Trust Estate securing the Series 2019B Bonds (the "Series 2019B Trust Estate"); provided that, funds on deposit in the Series 2019B-1 Reserve Account and the Series 2019B-1 Capitalized Interest Subaccount are held solely for the benefit of the Series 2019B-1 Bonds and the funds on deposit in the Series 2019B-2 Reserve Account and the Series 2019B-2 Capitalized Interest Subaccount are held solely for the benefit of the Series 2019B-2 Bonds;

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

IN TRUST NEVERTHELESS, except as in each such case may otherwise be provided in the Master Indenture, upon the terms and trusts in the Indenture set forth for the equal and proportionate benefit, security and protection of all and singular the present and future Owners of the Series 2019B Bonds issued or to be issued under and secured by this Fourth Supplemental Indenture, without preference, priority or distinction as to  lien  or  otherwise,  of  any  one  Series 2019B Bond over any other Series 2019B Bond by reason of priority in their issue, sale or execution;

PROVIDED FURTHER HOWEVER, that if the District, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal and Redemption Price of the Series 2019B Bonds or any Series 2019B Bond of a particular maturity issued, secured and Outstanding under this Fourth Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the Series 2019B Bonds and this Fourth Supplemental Indenture, according to the true intent and meaning thereof, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Master Indenture and this Fourth Supplemental Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions of the Master Indenture and this Fourth Supplemental Indenture, then upon such final payments, this Fourth Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all Series 2019B Bonds or any Series 2019B Bond of a particular maturity, otherwise this Fourth Supplemental Indenture shall remain in full force and effect;

THIS FOURTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH,  and
it is expressly declared, that all Series 2019B Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the rights and property pledged to the payment thereof are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as in the Master Indenture (except as amended directly or by implication by this Fourth Supplemental Indenture), including this Fourth Supplemental Indenture, expressed, and the District has agreed and covenanted, and  does

hereby agree and covenant, with the Trustee and with the respective Owners, from time to time, of the Series 2019B Bonds, as follows:

ARTICLE I DEFINITIONS

Section 101.  Definitions.  All terms used herein that are defined in the recitals hereto  are used with the same meaning herein unless the context clearly requires otherwise. All terms used herein that are defined in the Master Indenture are used with the same meaning herein (including the use of such terms in the recitals hereto and the granting clauses hereof) unless
expressly given a different meaning herein or (ii) the context clearly requires otherwise. In addition, unless the context clearly requires otherwise, the following terms used herein shall have the following meanings:

"Acquisition and Completion Agreement" shall mean the Acquisition and Completion Agreement, dated as of the date of closing on the Series 2019 Bonds, between the District and the Developer.

"Arbitrage and Tax Certificate" shall mean the Arbitrage and Tax Certificate executed and delivered by the District in connection with the issuance of the Series 2019B-1 Bonds.

"Bond Depository" shall mean the securities depository from time to time  under  Section 201 hereof, which may be the District.

"Collateral Assignment" shall mean that certain instrument executed by the Developer in favor of the District whereby all of the material documents necessary to complete the development planned by the Developer are collaterally assigned as security for the Developer's obligation to pay the Series 2019B Special Assessments imposed against lands within Phase III owned by the Developer from time to time.

"Declaration of Consent" shall mean the Declaration of Consent to Jurisdiction of Amelia Concourse Community Development District and to Imposition of Special Assessments dated [March , 2019] delivered by the Developer.

"Delinquent Assessment Interest" shall mean Series 2019B Assessment Interest deposited by the District with the Trustee on or after May 1 of the year in which such Assessment Interest has, or would have, become delinquent under State law applicable thereto.

"Delinquent Assessment Principal" shall mean Series 2019B Assessment Principal deposited by the District with the Trustee on or  after  May 1  of  the  year  in  which  such  Series 2019B Assessment Principal has, or would have, become delinquent under State law applicable thereto.

"Developer" means DFC Amelia Concourse Phase III, LLC, a Florida limited liability company.

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

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

"Indenture" shall mean the Master Indenture as supplemented by this Fourth Supplemental Indenture.

"Interest Payment Date" shall  mean  each  May 1  and  November 1,  commencing  May 1, 2019.

"Majority Owners" shall mean the Owners of at least 51% in aggregate principal amount of the Outstanding Series 2019B Bonds.

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

"Phase III" shall mean the approximately 78 gross acres planned for 172 single family homes located within the District and presently owned by the Developer.

"Phase III Engineer's Report" shall mean Amelia Concourse Subdivision Phase III Engineers Report dated January 7, 2019, prepared by McCraine & Associates, Inc.

"Phase III Methodology Report" shall mean the Amelia Concourse Community Development District Third Supplemental Special Assessment Methodology Report for Capital Improvement Revenue Bonds, Series 2019 (Phase III Project) Preliminary Report dated February 2019, prepared by Governmental Management Services, LLC.

"Phase III Project" shall mean the acquisition, construction, and installation of certain public infrastructure as described in the Phase III Engineer's Report.

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

"Redemption Date" shall mean, each date a Series 2019B Bond may be redeemed as provided in Article III hereof.

"Series 2019B-1 Acquisition and Construction Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 401(a) herein.

"Series 2019B-2 Acquisition and Construction Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 401(a) herein.

"Series 2019B Assessment Area" shall mean the benefitted, and assessable property within Phase III of the District described in Exhibit B attached hereto, that are subject to and encumbered by the lien of the Series 2019B Special Assessments.

"Series 2019B-1 Assessment Interest" shall mean the interest on the Series 2019B Special Assessments which is pledged to the Series 2019B-1 Bonds.

"Series 2019B-2 Assessment Interest" shall mean the interest on the Series 2019B Special Assessments which is pledged to the Series 2019B-2 Bonds.

"Series  2019B-1  Assessment  Principal"  shall  mean  the  principal  amount  of   Series 2019B Special Assessments, other than applicable Delinquent Assessment Principal and Series 2019B Prepayment Principal.

"Series  2019B-2  Assessment  Principal"  shall  mean  the  principal  amount  of   Series 2019B Special Assessments, other than applicable Delinquent Assessment Principal and Series 2019B Prepayment Principal.

"Series 2019B Assessment Proceedings" shall mean the proceedings of the District with respect to the establishment, levy and collection of the Series 2019B Special Assessments, including, but not limited to Resolutions No. 2019-02, 2019-03, and 2019-[ ], adopted by the Board on October 23, 2018, October 23, 2018 and February 19, 2019, and any supplemental proceedings undertaken by the District with respect to the Series 2019B Special Assessments.

"Series 2019B Assessment Revenues" shall mean all revenues derived by the District from the Series 2019B Special Assessments.

"Series 2019B-1 Bonds" shall mean the $[ 	] in aggregate principal amount of the Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt).

"Series 2019B-2 Bonds" shall mean the $[ 	] in aggregate principal amount of the Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable).

"Series 2019B-1 Capitalized Interest Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019B-1 Debt Service Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B-2 Capitalized Interest Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019B-2 Debt Service Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B-1 Costs of Issuance Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 401(a) herein.

"Series 2019B-2 Costs of Issuance Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 401(a) herein.

"Series 2019B-1 Debt Service Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B-2 Debt Service Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B-1 Interest Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019B-1 Debt Service Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B-2 Interest Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019B-2 Debt Service Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B Investment Obligations" shall mean and include any of the following securities with respect to the investment of moneys under this Fourth Supplemental Indenture, if and to the extent that such securities are legal investments for funds of the Issuer:

Government Obligations;

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

deposits, Federal funds or bankers' acceptances (with term to maturity of 270 days or less) of any bank, including the Trustee Bank, which, at the time of deposit, has an unsecured, uninsured and unguaranteed obligation rated in one of the top two rating categories by both Moody's and S&P;

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

municipal securities issued by any state or commonwealth of the United States or political subdivision thereof or constituted authority thereof including, but not limited to, municipal corporations, school districts and other special districts and rated A- or higher by Moody's, Fitch or S&P at the time of purchase;

both (A) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851(a) of the Code) that is a money market fund that is rated in the highest rating

category for money market funds by both Moody's and S&P, including those shares offered or sponsored by the Trustee Bank, and (B) shares of money market mutual funds, including those funds offered or sponsored by the Trustee Bank, that invest only in Government Obligations and obligations of any of the following agencies: Government National Mortgage Association (including participation certificates issued by such association); Fannie Mae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student Loan Marketing Association; Federal Home Loan Mortgage Corporation and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by both Moody's and S&P;

repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly by a third party acting solely as agent for the Issuer with collateral with a domestic or foreign bank or corporation (other than life or property casualty insurance company) the long-term debt of which, or, in the case of a financial guaranty insurance company, claims paying ability, of the guarantor is rated at least "AA" by S&P and "Aa" by Moody's provided that the repurchase agreement shall provide that if during its term the provider's rating by either S&P or Moody's falls below "AA-" or "Aa3," respectively, the provider shall immediately notify the Trustee and the Issuer and the provider shall at its option, within ten Business Days of receipt of publication of such downgrade, either (A) maintain collateral at levels, sufficient to maintain an "AA" rated investment from S&P and an "Aa" rated investment from Moody's, or (B) repurchase all collateral and terminate the repurchase agreement. Further, if the provider's rating by either S&P or Moody's falls below "A- " or "A3," respectively, the provider must immediately notify the Trustee and the Issuer and must at the direction by the Issuer to the Trustee, within ten Business Days, either (1) maintain collateral at levels sufficient to maintain an "AA" rated investment from S&P and an "Aa" rated investment from Moody's, or (2) repurchase all Collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten Business Days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall be entitled to, and in such event, the Trustee shall withdraw the entire amount invested plus accrued interest within two (2) Business Days after the Trustee knows such conditions apply. Any repurchase agreement entered into pursuant to this Fourth Supplemental Indenture shall contain the following additional provisions:

Failure to maintain the requisite collateral percentage will require the District or the Trustee to liquidate the collateral as provided above;

The Holder of the Collateral, as hereinafter defined, shall have possession of the collateral or the collateral shall have been transferred to the Holder of the Collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferor's books);

The repurchase agreement shall state and an opinion of Counsel in form and in substance satisfactory to the Issuer, addressed to the Issuer and the Trustee, shall be rendered that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession);

The repurchase agreement shall be a "repurchase agreement" as defined in the United States Bankruptcy Code and, if the provider is a domestic bank, a "qualified financial contract" as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and such bank is subject to FIRREA;

The repurchase transaction shall be in the form of a written agreement,  and such agreement shall require the provider to give written notice to the District and the Trustee of any change in its long-term debt rating;

The Issuer or its designee shall represent that it has no knowledge of any fraud involved in the repurchase transaction;

The Issuer and the Trustee shall receive the opinion of Counsel (which opinion shall be addressed to the Issuer and the Trustee and shall be in form and substance satisfactory to the Issuer) that such repurchase agreement complies with the terms of this section and is legal, valid, binding and enforceable upon the provider in accordance with its terms;

The term of the repurchase agreement shall be no longer than ten years;

The interest with respect to the repurchase transaction shall be payable at the times and in the amounts necessary in order to make funds available when required under this Fourth Supplemental Trust Indenture;

The repurchase agreement shall provide that the Trustee may withdraw funds without penalty at any time, or from time to time, for any purpose permitted or required under this Fourth Supplemental Indenture;

Any repurchase agreement shall provide that a perfected security interest in such investments is created for the benefit of the beneficial owners under the Uniform Commercial Code of Florida, or book-entry procedures prescribed at 31 C.F.R. 306.1     et seq. or 31 C.F.R. 350.0 et seq. are created for the benefit of the beneficial owners; and

The collateral delivered or transferred to the Issuer, the Trustee, or a third party acceptable to, and acting solely as agent for, the Trustee (the "Holder of the Collateral") shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on provider's books) free and clear of any third-party liens or claims pursuant to a custodial agreement subject to the prior written approval of the Majority Owners and the Trustee. The custodial agreement shall provide that the Trustee must have disposition or control over the collateral of the repurchase agreement, irrespective of an event of default by the provider of such repurchase agreement.

If such investments are held by a third-party, they shall be held as agent for the benefit of the Trustee as fiduciary for the beneficial owners and not as agent for the bank serving as Trustee in its commercial capacity or any other party and shall be segregated from securities owned generally by such third party or bank;

investment agreements with a bank, insurance company or other financial institution, or the subsidiary of a bank, insurance company or other financial institution if the parent guarantees the investment agreement, which bank, insurance company, financial institution or parent has an unsecured, uninsured and unguaranteed obligation (or claims-paying ability) rated in the two highest short-term rating categories by Moody's or S&P (if the term of such agreement does not exceed 365 days), or has an unsecured, uninsured and unguaranteed obligation (or claims paying ability) rated by Aa2 or better by Moody's and AA or better by S&P or Fitch, respectively (if the term of such agreement is more than 365 days) or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation of the aforesaid ratings, provided:

interest is paid on any date interest is due on the Series 2019B Bonds (not more frequently than quarterly) at a fixed rate (subject to adjustments for yield restrictions required by the Code) during the entire term of the agreement;

moneys invested thereunder may be withdrawn without penalty, premium, or charge upon not more than two Business Days' notice unless otherwise specified in a Supplemental Indenture;

the same guaranteed interest rate will be paid on any future deposits made to restore the account to its required amount; and

the Issuer and the Trustee receive an opinion of counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent;

In the event of a suspension, withdrawal, or downgrade below Aa3, AA- or AA- by Moody's, S&P or Fitch, respectively, the provider shall notify the Issuer and the Trustee within five Business Days of such downgrade event and the provider shall at its option, within ten Business Days after notice is given to the Issuer and the Trustee take any one of the following actions:

collateralize the agreement at levels, sufficient to maintain an "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to market approach, or

assign the agreement to another provider, as long as the minimum rating criteria of "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to market approach; or

have the agreement guaranteed by a provider which results in a minimum rating criteria of an "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to market approach; or

repay all amounts due and owing under the agreement.

In the event the provider has not satisfied any one of the above conditions within three (3) Business Days of the date such conditions apply, then the agreement shall provide that the

Trustee shall be entitled to withdraw the entire amount invested plus accrued interest without penalty or premium.

bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are, at the time of purchase, rated A- or better by at least two (2) of the following rating agencies: Moody's, S&P or Fitch or AA- or better by either S&P, Moody's or Fitch;

the Local Government Surplus Funds Trust Fund as described in Florida Statutes, Section 218.405 or the corresponding provisions of subsequent laws provided that such fund, at the time of purchase, is rated at least "AA" by S&P (without regard to gradation) or at least "Aa" by Moody's (without regard to gradation);

in addition to the deposits described in (iii) of the definition of "Investment Obligations," negotiable or non-negotiable certificates of deposit, savings accounts, deposit accounts, money market deposits or banking arrangements issued by or with any financial institution, including the Trustee Bank, subject to state or federal regulation provided that the full principal amount is insured by the Federal Deposit Insurance Corporation ("FDIC") (including the FDIC's Savings Association Insurance Fund); and

other investments permitted by Florida law and directed by the Issuer.

A certificate of an Authorized Officer directing any investment enumerated above shall constitute a representation by the Issuer that such investment is permitted under this Fourth Supplemental Indenture, and is a permitted investment for funds of the Issuer under applicable law upon which the Trustee is conclusively entitled to rely.

"Series 2019B Pledged Funds and Accounts" shall mean the Funds and Accounts established and  held  under  this  Fourth  Supplemental  Indenture  for  the  benefit  of  the  Series 2019B Bonds (except for the (i) Series 2019B-1 Rebate Account, Series 2019B-1 Capitalized Interest Subaccount and the Series 2019B-1 Reserve Account, which funds are held solely for the benefit of the Series 2019B-1 Bonds, and (ii) Series 2019B-2 Capitalized Interest Subaccount and the Series 2019B-2 Reserve Account, which funds are held solely for the benefit of the Series 2019B-2 Bonds).

"Series 2019B Pledged Revenues" shall mean the revenues derived by the District from the levy and imposition of the Series 2019B Special Assessments.

"Series 2019B Prepayment Principal" shall mean the excess amount of Series 2019B-1 Assessment Principal and Series 2019B-2 Assessment Principal received by the District over the Series 2019B Special Assessment Principal included within an Assessment appearing on any outstanding and unpaid tax bill, whether or not mandated to be prepaid in accordance with the Assessment Proceedings. Anything herein or in the Master Indenture to the contrary notwithstanding, the term Series 2019B Prepayment Principal shall not mean the proceeds of any Refunding Bonds or other borrowing of the District.

"Series 2019B-1 Prepayment Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019B-1 Redemption Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B-2 Prepayment Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019B-2 Redemption Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B-1 Rebate Account" shall mean the Account so designated, established as a separate account within the Rebate Fund pursuant to Section 401(e) herein.

"Series 2019B-1 Redemption Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B-2 Redemption Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B-1 Redemption Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019B-1 Redemption Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B-2 Redemption Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019B-2 Redemption Account of the Debt Service Fund pursuant to Section 401(b) herein.

"Series 2019B-1 Reserve Account" shall mean the Account so designated, established as a separate Account within the Reserve Fund pursuant to Section 401(c) herein.

"Series 2019B-2 Reserve Account" shall mean the Account so designated, established as a separate Account within the Reserve Fund pursuant to Section 401(c) herein.

"Series 2019B-1 Reserve Account Requirement" or "2019B-1 Reserve Requirement" shall mean an amount calculated from time to time as the amount equal to fifty percent (50%) of the annual interest coming due on the Series 2019B-1 Bonds. The Series 2019B-1 Reserve Account Requirement shall be recalculated in connection with each extraordinary mandatory redemption of the Series 2019B-1 Bonds as described in Section 301(a) hereof and such excess amount shall be released from the Series 2019B-1 Reserve Account and transferred  to  the Series 2019B-1 Prepayment Subaccount in accordance with the provisions of Sections 301(a), 405 and 408 hereof. Amounts on deposit in the Series 2019B-1 Reserve Account may, upon  final maturity or redemption of all Outstanding Series 2019B-1 Bonds be used to pay principal of and interest on the Series 2019B-1 Bonds at that time. Initially, the Series 2019B-1 Reserve Requirement shall be equal to $[ 	].

"Series 2019B-2 Reserve Account Requirement" or "2019B-2 Reserve Requirement" shall mean an amount calculated from time to time as the amount equal to fifty percent (50%) of the annual interest coming due on the Series 2019B-2 Bonds. The Series 2019B-2 Reserve

Account Requirement shall be recalculated in connection with each extraordinary mandatory redemption of the Series 2019B-2 Bonds as described in Section 301(c) hereof and such excess amount shall be released from the Series 2019B-2 Reserve Account and transferred  to  the Series 2019B-2 Prepayment Subaccount in accordance with the provisions of Sections 301(c), 405 and 408 hereof. Amounts on deposit in the Series 2019B-2 Reserve Account may, upon  final maturity or redemption of all Outstanding Series 2019B-2 Bonds be used to pay principal of and interest on the Series 2019B-2 Bonds at that time. Initially, the Series 2019B-2 Reserve Requirement shall be equal to $[ 	].

"Series 2019B Revenue Account" shall mean the Account so designated, established as a separate account within the Revenue Fund pursuant to Section 401(d) herein.

"Series 2019B Special Assessments" shall mean the short-term special assessments levied and imposed on assessable property within Phase III that benefit from the Phase III Project.

"Series 2019B Trust Estate" shall mean collectively the Series 2019B Pledged Revenues and the Series 2019B Pledged Funds and Accounts, however, Series 2019B-1 Bonds proceeds deposited into the Series 2019B-1 Reserve Account and into the Series 2019B-1 Capitalized Interest Subaccount shall only be used for the benefit of the Series 2019B-1 Bonds.

"Substantially Absorbed" shall mean when [90%] of the principal  portion  of  the  Series 2019B Special Assessments have been assigned to residential units within Phase III that have received certificates of occupancy. The District shall present the Trustee with a  certification that the Series 2019B Special Assessments are Substantially Absorbed and the Trustee may rely conclusively upon such certification and shall have no duty to verify if the Series 2019B Special Assessments are Substantially Absorbed.

"True-Up Agreement" shall mean the True-Up Agreement between the Developer and the District, dated [March , 2019].

"Underwriter" shall mean MBS Capital Markets, LLC, as the  underwriter  of  the  Series 2019B Bonds.

"Uniform Method of Collection" shall mean the uniform method for the levy, collection and enforcement of the Series 2019B Special Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, as amended.

ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2019B BONDS

Section 201. Authorization of Series 2019B Bonds; Book-Entry Only Form. The Series 2019B Bonds are hereby authorized to be issued in two Series in the aggregate principal amount of $[ 	] for the purposes enumerated in the recitals hereto to be designated "Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt)" and in the aggregate principal amount of $[ 	] for the purposes enumerated in the recitals hereto to be designated "Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable)." The Series 2019B Bonds shall be substantially in the forms set forth as Exhibit C-1 and Exhibit C-2, respectively, to this Fourth Supplemental Indenture. Each Series 2019B Bond shall bear the designation "R-1" and shall be numbered upwards.

The Series 2019B Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2019B Bond for each Series and maturity thereof. Upon  initial issuance, the ownership of each such Series 2019B Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the initial Bond Depository.  Except as provided in this Section 201, all of the Outstanding  Series 2019B Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC.

With respect to Series 2019B Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any such Bond Participant or to any indirect Bond Participant. Without limiting the immediately preceding sentence, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Bond Participant with respect to any ownership interest in the Series 2019B Bonds, (ii) the delivery to any Bond Participant or any other person other than an Owner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Series 2019B Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant or any other person, other than an Owner, as shown in the registration books kept by the Bond Registrar, of any amount with respect to principal of, premium, if  any,  or  interest  on  the Series 2019B Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent shall treat and consider the person in whose name each Series 2019B Bond is registered in the registration books kept by the Bond Registrar as the absolute owner of such Series 2019B Bond for the purpose of payment of principal, premium and interest with respect to such Series 2019B Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2019B Bond, for the purpose of registering transfers with respect to such Series 2019B Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2019B Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of, premium, if any, and interest on the Series 2019B Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books

kept by the Bond Registrar, shall receive a certificated Series 2019B Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new Nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the words "Cede & Co." in this Fourth Supplemental Indenture shall refer to such new Nominee of DTC; and upon receipt of such a notice the District shall promptly deliver a copy of the same to the Trustee, Bond Registrar and the Paying Agent.

Upon receipt by the Trustee or the District of written notice from DTC: (i) confirming that DTC has received written notice from the District to the effect that a continuation of the requirement that all of the Outstanding Series 2019B Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, is not in the best interest of the beneficial owners of the Series 2019B Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute Bond Depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, the Series 2019B Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, but may be registered in whatever name or names Owners transferring or exchanging the Series 2019B Bonds shall designate, in accordance with the provisions hereof.

Section 202. Terms. The Series 2019B Bonds shall be Term Bonds, shall be issued in two Series, shall bear interest at the fixed interest rate per annum and shall mature in the amount and on the date set forth below:

Series	Principal Amount	Maturity Date	Interest Rate	CUSIP

2019B-1	$ 	
2019B-2	$ 	

May 1, 20  
May 1, 20  

 
[ 	]%	[ 	]
[ 	]%	[ 	]

Each Series 2019B Bond shall be dated as of their date of delivery. Each Series 2019B Bond also shall bear its date of authentication. Each Series 2019B Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication: (i) is an Interest Payment Date to which interest on such Series 2019B Bond has been paid, in which event such Series 2019B Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the Series 2019B Bonds, in which event, such Series 2019B Bond shall bear interest from its date. Interest on the Series 2019B Bonds shall be due and payable on each May  1  and November 1, commencing May 1, 2019, and shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 203. Denominations. The Series 2019B Bonds shall be issued in Authorized Denominations; provided, however, that the Series 2019B Bonds shall be delivered to the initial purchasers thereof only in aggregate principal amounts of $100,000 or integral multiples of Authorized Denominations in excess of $100,000.

Section 204. Paying Agent. The District appoints the Trustee as Paying Agent for the Series 2019B Bonds.

Section 205. Bond Registrar.  The District appoints the Trustee as Bond Registrar for the Series 2019B Bonds.

Section 206.  Conditions Precedent to Issuance of Series 2019B Bonds.   In addition  to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2019B Bonds, all the Series 2019B Bonds shall be executed by the District for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the District or upon its order, but only upon the further receipt by the Trustee of:

Certified copies of the Series 2019B Assessment Proceedings;

Executed copies of the Master Indenture and this Fourth Supplemental Indenture;

A Bond Counsel opinion, addressed to the Trustee and the District, to the effect that: (i) the District has the right and power under the Act, as amended to the date of such opinion, to authorize, execute and deliver the Master Indenture and this Fourth Supplemental Indenture, and the Master Indenture and this Fourth Supplemental Indenture have been duly and lawfully authorized, executed and delivered by the District, are in full force and effect and are valid and binding upon the District and enforceable in accordance with their respective terms; (ii) the Master Indenture, as amended and supplemented by this Fourth Supplemental Indenture, creates the valid pledge which it purports to create of the Series 2019B Trust Estate in the manner and to the extent provided in the Master Indenture and this Fourth Supplemental Indenture; and (iii) the Series 2019B Bonds are valid, binding, special obligations of the District, enforceable in accordance with their terms and the terms of the Master Indenture and this Fourth Supplemental Indenture, subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally and entitled to the benefits of the Act as amended to the date of such opinion, and the Series 2019B Bonds have been duly and validly authorized and issued in accordance with law and the Master Indenture and this Fourth Supplemental Indenture;

The District Counsel opinion required by the Master Indenture;

A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2019B Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this Fourth Supplemental Indenture;

An Engineer's Certificate which set forth the estimated costs of the Phase III Project;

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

Executed copies of the Arbitrage and Tax Certificate, the True-Up Agreement, the Declaration of Consent, the Collateral Assignment and the Acquisition and Completion Agreement; and

Payment to the Trustee of $[ 	], being the net proceeds from the original issuance of the Series 2019B-1 Bonds, and payment to the Trustee of $[ 	], being the net proceeds from the original issuance of the Series 2019B-2 Bonds, shall be conclusive evidence that the foregoing conditions have been met to the satisfaction of the Issuer and the Underwriter.

ARTICLE III REDEMPTION OF SERIES 2019B BONDS

Section 301. Bonds Subject to Redemption. The Series 2019B Bonds are subject to redemption prior to maturity as provided in the forms thereof set forth as Exhibit C-1 and Exhibit C-2 to this Fourth Supplemental Indenture. Interest on Series 2019B Bonds which are called for redemption shall be paid on the Redemption Date from the Series 2019B-1 Interest Subaccount and the Series 2019B-2 Interest Subaccount, respectively, corresponding to the Series 2019B Bonds to be called or from the Series 2019B Revenue Account to the extent monies in the corresponding Series 2019B Interest Subaccount are insufficient for such purpose.

Optional Redemption. The Series 2019B Bonds shall not be subject to optional redemption.

Mandatory  Redemption.	The Series 2019B Bonds shall not be subject to mandatory redemption.

Extraordinary Mandatory Redemption. The Series 2019B-1 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Interest Payment Date (other than in the case of clause (ii) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of the Phase III Project, by application of moneys transferred from the Series 2019B-1 Acquisition and Construction Account to the Series 2019B Prepayment Subaccount of the Series 2019B Redemption Account in accordance with the terms of this Fourth Supplemental Trust Indenture; and

from Prepayments of Series 2019B Special Assessments deposited into the Series 2019B-1 Prepayment Subaccount of the Series 2019B-1 Redemption Account; and

on the date on which the amount on deposit in the Series 2019B-1 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2019B-1 Bonds then Outstanding, including accrued interest thereon.

from amounts transferred to the Series 2019B-1 Prepayment Subaccount of the Series 2019B-1 Redemption Account resulting from a reduction in the Series 2019B-1 Reserve Account Requirement as provided for in this Fourth Supplemental Indenture, and, on the date on which the amount on deposit in the Series 2019B-1 Reserve Account, together with other moneys available therefor, are sufficient to pay and

redeem all of the Series 2019B-1 Bonds then Outstanding, including accrued interest thereon.

The Series 2019B-2 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Interest Payment Date (other than in the case of clause (ii) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of the Phase III Project, by application of moneys transferred from the Series 2019B-2 Acquisition and Construction Account to the Series 2019B-2 Prepayment Subaccount of the Series 2019B-2 Redemption Account in accordance with the terms of this Fourth Supplemental Indenture; and

from Prepayments of Series 2019B Special Assessments deposited into the Series 2019B-2 Prepayment Subaccount of the Series 2019B-2 Redemption Account; and

on the date on which the amount on deposit in the Series 2019B-2 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2019B-2 Bonds then Outstanding, including accrued interest thereon.

from amounts transferred to the Series 2019B-2 Prepayment Subaccount of the Series 2019B-2 Redemption Account resulting from a reduction in the Series 2019B-2 Reserve Account Requirement as provided for in this Fourth Supplemental Indenture, and, on the date on which the amount on deposit in the Series 2019B-2 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2019B-2 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2019B Bonds of a Series shall be called for redemption, the particular Series 2019B Bonds or portions of Series 2019B Bonds of a Series to be redeemed shall be selected by lot by the Registrar as provided in the Indenture.

Section 302. Redemption from Excess Acquisition and Construction Account Proceeds. Excess moneys on deposit in the Series 2019B-1 Acquisition and Construction Account which are to be deposited into a Series 2019B-1 Prepayment Subaccount in the Series 2019B-1 Redemption Account in accordance with Section 403 hereof shall be deposited into the Series 2019B-1 Prepayment Subaccount in the Series 2019B-1 Redemption Account and applied to the extraordinary mandatory redemption of the Series 2019B-1 Bonds. Excess moneys on deposit in the Series 2019B-2 Acquisition and Construction Account which are to be deposited into a Series 2019B-2 Prepayment Subaccount in the Series 2019B-2 Redemption Account in accordance with Section 403 hereof shall be deposited into the Series 2019B-2 Prepayment Subaccount in the Series 2019B-2 Redemption Account and applied to the extraordinary mandatory redemption of the Series 2019B-2 Bonds.

Section 303. Notice of Redemption. Notice of each redemption of  Series  2019B  Bonds shall be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each registered Owner of Series 2019B Bonds to be redeemed at the address of such registered Owner recorded on the bond register maintained by the Bond Registrar. The Issuer shall give the Trustee notice of any optional redemption not less than sixty (60) days prior to the redemption date. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, in accordance with Article III of the Master Indenture, the Series 2019B Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2019B Bonds or such portions thereof on such date, interest on such Series 2019B Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2019B Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2019B Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

ARTICLE IV
DEPOSIT OF SERIES 2019B BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF

Section 401. Establishment of Accounts. There are hereby established the following Funds and Accounts.

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

a Series 2019B-1 Acquisition and Construction Account;

a Series 2019B-2 Acquisition and Construction Account;

a Series 2019B-1 Costs of Issuance Account; and

a Series 2019B-2 Costs of Issuance Account.

There are hereby established within the Debt Service Fund held by the Trustee: (i) a Series 2019B-1 Debt Service Account and therein (a) a Series 2019B-1 Sinking Fund Subaccount, (b) a Series 2019B-1 Interest Subaccount and (c) a Series 2019B-1 Capitalized Interest Subaccount; (ii) a Series 2019B-2 Debt Service Account and therein (a) a Series 2019B- 2 Sinking Fund Subaccount, (b) a Series 2019B-2 Interest Subaccount and (c) a Series 2019B-2 Capitalized Interest Subaccount; and (iii) a Series 2019B-1 Redemption Account, and therein (a) a Series 2019B-1 Prepayment Subaccount and (b) a Series 2019B-1 Redemption Subaccount;

and (iv) a Series 2019B-2 Redemption Account, and therein (a) a Series 2019B-2 Prepayment Subaccount and (b) a Series 2019B-2 Redemption Subaccount;

There is hereby established within the Reserve Fund held by the  Trustee  a  Series 2019B-1 Reserve Account and a Series 2019B-2 Reserve Account, which shall be held for the benefit of the Series 2019B Bonds respectively, without distinction and without privilege or priority of one Series 2019B Bond over another;

There is hereby established within the Revenue Fund held by the  Trustee  a Series 2019B Revenue Account; and

There is hereby established within the Rebate Fund held  by  the  Trustee  a  Series 2019B-1 Rebate Account.

Section 402. Use of Series 2019B Bond Proceeds. (i) The net proceeds of sale of the Series  2019B-1 Bonds, $[ 	], (comprised of a par amount of $[ 	], less an underwriter's discount in the amount of $[ 	]) shall as soon as practicable upon the delivery thereof to the Trustee by the District pursuant to Section 207 of the Master Indenture, be applied as follows:

$[ 	], representing the Series 2019B-1 Reserve Account Requirement shall be deposited to the credit of the Series 2019B-1 Reserve Account;

$[ 	],  representing  the  costs  of  issuance  relating  to  the  Series 2019B-1 Bonds shall be deposited to the credit of the Series 2019B-1 Costs of Issuance Account;

$[ 	], representing capitalized interest on the Series 2019B-1 Bonds through [November 1, 2019] shall be deposited to the credit of the Series 2019B-1 Capitalized Interest Subaccount; and

$[ 	] shall be deposited to the credit of the Series 2019B-1 Acquisition and Construction Account and applied to the Costs of the Phase III Project as provided in Section 403 hereof.

The   net   proceeds   of   sale   of   the   Series   2019B-2 Bonds,  $[ 	], (comprised of a par amount of $[ 	], less an underwriter's discount in the amount of
$[ 	]) shall as soon as practicable upon the delivery thereof to the Trustee by the District pursuant to Section 207 of the Master Indenture, be applied as follows:

$[ 	], representing the Series 2019B-2 Reserve Account Requirement shall be deposited to the credit of the Series 2019B-2 Reserve Account;

$[ 	],  representing  the  costs  of  issuance  relating  to  the  Series 2019B-2 Bonds shall be deposited to the credit of the Series 2019B-2 Costs of Issuance Account;

$[ 	], representing capitalized interest on the Series 2019B-2 Bonds through [November 1, 2019] shall be deposited to the credit of the Series 2019B-2 Capitalized Interest Subaccount; and

$[ 	] shall be deposited to the credit of the Series 2019B-2 Acquisition and Construction Account and applied to the Costs of the Phase III Project as provided in Section 403 hereof.

Section 403.  Series  2019B   Acquisition   and   Construction   Accounts   and   Series 2019B Capitalized Interest Subaccounts.

Amounts on deposit in the in the Series 2019B-1 Acquisition and Construction Account and Series 2019B-2 Acquisition and Construction Account shall be applied to pay the Costs of the Phase III Project upon compliance with the requisition provisions set forth in Section 503(b) of the Master Indenture. [FORM OF REQUISITION TO BE ATTACHED] After the Date of Completion of the Phase III Project and retaining such amounts as the District Engineer states are needed to pay the remaining Costs of completion of the Project, any amounts remaining in the Series 2019B-1 Acquisition and Construction Account and Series 2019B-2 Acquisition and Construction Account, respectively, shall be applied in accordance with  Sections 301 and 302 hereof to the extraordinary mandatory redemption of Series 2019B Bonds, when there remains no money therein, the Series 2019B Acquisition and Construction Account shall be closed.

Amounts on deposit in the Series 2019B-1 Capitalized Interest Subaccount shall, on each  Interest  Payment  Date  commencing  May  1,  2019  through  and  including  November 1, 2019, be transferred into the Series 2019B-1 Interest Subaccount and applied to the payment of interest first coming due on the Series 2019B-1 Bonds, and thereafter all remaining money on deposit transferred into the Series 2019B-1 Acquisition and Construction Account, the Series 2019B-1 Capitalized Interest Subaccount shall be closed. The amounts on deposit in the Series 2019B-2 Capitalized Interest Subaccount shall, on each interest Payment Date commencing May 1, 2019 through and including November 1, 2019, be transferred into the Series 2019B-2 Interest Subaccount and applied to the payment of interest first coming due on the Series 2019B-2 Bonds, and thereafter all remaining money on deposit transferred into the Series 2019B-2 Acquisition and Construction Account, the Series 2019B-2 Capitalized Interest Subaccount shall be closed.

Section 404. Series 2019B Costs of Issuance Accounts. The amount deposited in the Series 2019B-1 Costs of Issuance Account and the Series 2019B-2 Costs of Issuance Account shall, at the written direction of an Authorized Officer to the Trustee, be used to pay the costs of issuance relating to the corresponding Series 2019B Bonds. At the written direction of an Authorized Officer, or six months after the date of issuance of the Series 2019B Bonds, any amounts deposited in the Series 2019B-1 Costs of Issuance Account and Series 2019B-2 Costs of Issuance Account which are not needed to pay such costs shall be transferred over and deposited into the Series 2019B-1 Acquisition and Construction Account and Series 2019B-2 Acquisition and Construction Account, respectively, and used for the purposes permitted therefor.

Section 405.  Series  2019B  Reserve  Accounts.   Amounts   on   deposit   in   the  Series 2019B-1 Reserve Account shall be used only for the purpose of making payments into the Series 2019B-1 Interest Subaccount to pay Debt Service on the Series 2019B-1 Bonds, when due, without distinction as to Series 2019B-1 Bonds and without privilege or priority of one Series 2019B-1 Bond over another, to the extent the moneys on deposit in such Accounts therein and available therefor are insufficient and for no other purpose, except as specified in this Fourth Supplemental Indenture. Such Account shall consist only of cash and Series 2019B Investment Obligations. The Series 2019B-1 Bond proceeds deposited into the Series 2019B-1 Reserve Account and Series 2019B-1 Capitalized Interest Subaccount shall only be used for the benefit of the Series 2019B-1 Bonds. Amounts on deposit in the Series 2019B-2 Reserve Account shall be used only for the purpose of making payments into the Series 2019B-2 Interest Subaccount to pay Debt  Service  on  the  Series 2019B-2  Bonds,  when  due,  without  distinction  as  to  Series 2019B-2 Bonds and without privilege or priority of one Series 2019B-2 Bond over another, to the extent the moneys on deposit in such Accounts therein and available therefor are insufficient and for no other purpose, except as specified in the Indenture. Such Account shall consist only of cash and Series 2019B Investment Obligations.

On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2019B-1 Reserve Account and Series 2019B-2 Reserve Account and transfer any excess therein above to the Series 2019B-1 Reserve Account Requirement for the Series 2019B-1 Bonds caused by investment earnings to the Series 2019B Revenue Account in accordance with Section  407  hereof  or  to  the  Series  2019B-2  Reserve  Account  Requirement   for   the Series 2019B-2 bonds caused by investment earnings to the Series 2019B Revenue Account in accordance with Section 407 hereof.

Notwithstanding any of the foregoing, amounts on deposit in the Series 2019B-1 Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2019B-1 Bonds to the Series 2019B-1 Redemption Subaccount, if as a result of the application of Article IX of the Master Indenture, the proceeds received from lands sold subject to the Series 2019B Special Assessments and applied to redeem a portion of the Series 2019B-1 Bonds is less than the principal amount of Series 2019B-1 Bonds indebtedness attributable to such lands. Notwithstanding any of the foregoing, amounts on deposit in the Series 2019B-2 Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2019B-2 Bonds to the Series 2019B-2 Redemption Subaccount, if as a result of the application of Article IX of the Master Indenture, the proceeds received from lands sold subject to the Series 2019B Special Assessments and applied to redeem a portion of the Series 2019B-2 Bonds is less than the principal amount of Series 2019B-2 Bonds indebtedness attributable to such lands.

Section 406.	Reserved.

Section 407. Establishment of Series 2019B Revenue Accounts in Revenue Fund; Application of Revenues and Investment Earnings.

The Trustee is hereby authorized and directed to establish within the Revenue Fund a Series 2019B Revenue Account into which the Trustee shall deposit any and all amounts

required to be deposited therein by this Section 407 or by any other provision of the Master Indenture or this Fourth Supplemental Indenture, and any other amounts or payments specifically designated by the District pursuant to a written direction or by a Supplemental Indenture for said purpose. The Series 2019B Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee.

The District shall deposit Series 2019B Assessment Revenues with the Trustee immediately upon receipt together with a written accounting setting forth the amounts of such Series 2019B Assessment Revenues in the following categories which shall be deposited by the Trustee into the Funds and Accounts established hereunder as follows:

Series 2019B-1 Assessment Principal, which shall be deposited into the Series 2019B-1 Sinking Fund Subaccount;

Series 2019B Prepayment Principal, which shall be deposited into the Series 2019B-1 Prepayment Subaccount and Series 2019B-2 Prepayment Subaccount in the Redemption Account in a pro-rata amount;

Series 2019B-1 Delinquent Assessment Principal, which shall first be applied to restore the amount of any withdrawal from the Series 2019B-1 Reserve Account to pay the principal of Series 2019B-1 Bonds, and, the balance, if any, shall be deposited into the Series 2019B-1 Sinking Fund Subaccount;

Series 2019B-1 Delinquent Assessment Interest, which shall first be applied to restore the amount of any withdrawal from the Series 2019B-1 Reserve Account to pay the interest on Series 2019B-1  Bonds,  and,  the  balance,  if  any,  deposited  into  the  Series 2019B Revenue Account; and

Series 2019B-2 Assessment Principal, which shall be deposited into the Series 2019B-2 Sinking Fund Subaccount;

Series 2019B-2 Delinquent Assessment Principal, which shall first be applied to restore the amount of any withdrawal from the 2019B-2 Reserve Account to pay the principal of Series 2019B-2 Bonds, and, the balance, if  any,  shall  be  deposited  into  the  Series 2019B-2 Sinking Fund Subaccount;

Series 2019B-2 Delinquent Assessment Interest, which shall first be applied to restore the amount of any withdrawal from the Series 2019B-2 Reserve Account to pay the interest on Series 2019B-2  Bonds,  and,  the  balance,  if  any,  deposited  into  the  Series 2019B-2 Revenue Account; and

all other Series 2019B Assessment Revenues, which shall be deposited into the Series 2019B Revenue Account.

On the forty-fifth (45th) day preceding each Quarterly Redemption Date (or if such forty-fifth (45th) day is not a Business Day, on the Business Day next preceding such forty- fifth (45th) day), the Trustee shall determine the amount on deposit in the Series 2019B-1

Prepayment Subaccount, and in the Series 2019B-2 Prepayment Subaccount, and, if the balance therein is greater than zero, shall, at the written direction  of  the  Issuer,  transfer  from  the Series 2019B Revenue Account, respectively, for deposit into such Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to an integral multiple of $5,000, and, shall thereupon give notice and cause the extraordinary mandatory redemption of the corresponding Series of the Series 2019B Bonds on the next succeeding Redemption Date in the maximum aggregate principal amount for which moneys are then on deposit in such Prepayment Subaccount in accordance with the provisions for extraordinary redemption of such Series of the Series 2019B Bonds set forth in the respective forms of Series 2019B Bond attached hereto, Section 301 hereof, and Article III of the Master Indenture.

On May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such May for November 1), the Trustee shall first transfer from the Series 2019B-1 Capitalized Interest Subaccount to the Series 2019B-1 Interest Subaccount the lesser of (x) the amount of interest coming due on the Series 2019B Bonds on such May 1 or November 1, less the amount already on deposit therein, or (y) the amount remaining in the Series 2019B-1 Capitalized Interest Subaccount. The Trustee shall then transfer amounts on deposit in the Series 2019B Revenue Account to the Funds and Accounts designated below in the following amounts and in the following order of priority:

FIRST, from the Series 2019B Revenue Account to the Series 2019B-1 Interest Subaccount of the Debt Service Fund, an amount equal to the amount of interest payable on all Series 2019B-1 Bonds then Outstanding on such May 1 or November 1 less any amount transferred from the Series 2019B-1 Capitalized Interest Subaccount in  accordance  with  Section 403(d) hereof and less any other amount already on deposit in the Series 2019B-1 Interest Subaccount not previously credited;

SECOND, from the Series 2019B Revenue Account to the Series 2019B-1 Sinking Fund Subaccount of the Debt Service Fund, an amount equal to the amount of Outstanding principal due on the Series 2019B-1 Bonds coming due on May 1, 20[ ], less any amount previously credited to the Series 2019B-1 Sinking Fund Subaccount;

THIRD, to the Series 2019B-1 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2019B-1 Reserve Account Requirement with respect to the Series 2019B-1 Bonds; and

FOURTH, the balance shall be retained in the Series 2019B Revenue Account.

Anything herein to the contrary notwithstanding, it shall not constitute an Event of Default hereunder if the full amount of the foregoing deposits are not made due to an insufficiency of funds therefor.

On May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such May for November 1), the Trustee shall first transfer from the Series 2019B-2 Capitalized Interest Subaccount to the Series 2019B-2 Interest Subaccount the lesser of (x) the amount of interest coming due on the Series 2019B-2 Bonds on such May 1 or November 1, less the amount already on deposit therein, or (y) the amount

remaining in the Series 2019B-2 Capitalized Interest Subaccount. The Trustee shall then transfer amounts on deposit in the Series 2019B Revenue Account to the Funds and Accounts designated below in the following amounts and in the following order of priority:

FIRST, from the Series 2019B Revenue Account to the Series 2019B-2 Interest Subaccount of the Debt Service Fund, an amount equal to the amount of interest payable on all Series 2019B-2 Bonds then Outstanding on such May 1 or November 1 less any amount transferred from the Series 2019B-2 Capitalized Interest Subaccount in  accordance  with  Section 403(d) hereof and less any other amount already on deposit in the Series 2019B-2 Interest Subaccount not previously credited;

SECOND, from the Series 2019B Revenue Account to the Series 2019B-2 Sinking Fund Subaccount of the Debt Service Fund, an amount equal to the amount of Outstanding principal due on the Series 2019B-2 Bonds coming due on May 1, 20[ ], less any amount previously credited to the Series 2019B-2 Sinking Fund Subaccount;

THIRD, to the Series 2019B-2 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2019B-2 Reserve Account Requirement with respect to the Series 2019B-2 Bonds; and

FOURTH, the balance shall be retained in the Series 2019B Revenue Account.

Anything herein to the contrary notwithstanding, it shall not constitute an Event of Default hereunder if the full amount of the foregoing deposits are not made due to an insufficiency of funds therefor.

On any date required by the Arbitrage and Tax Certificate, the District shall give the Trustee written direction, and the Trustee shall, transfer from the Series 2019B Revenue Account to the Series 2019B-1 Rebate Account established for the Series 2019B-1 Bonds in the Rebate Fund in accordance with the Master Indenture, the amount due and owing to the United States, which amount shall be paid, to the United States, when due, in accordance with such Arbitrage and Tax Certificate for the Series 2019B-1 Bonds.

On each November 2, the balance on deposit in the Series 2019B Revenue Account on such November 2, shall be paid over to the District at the written direction of an Authorized Officer of the District and used for any lawful purpose of the District; provided however, that on the date of such proposed transfer the amount on deposit in the Series 2019B-1 Reserve Account in the Series 2019B-1 Debt Service Reserve Fund shall be equal to the Series 2019B-1 Reserve Account Requirement, and the amount on deposit in the Series 2019B-2 Reserve Account in the Series 2019B-2 Debt Service Reserve Fund shall be equal to the Series 2019B-2 Reserve Account Requirement, and, provided further, that the Trustee shall not have actual knowledge (as described in Section 606 of the Master Indenture) of an Event of Default under the Master Indenture or hereunder relating to any of the Series 2019B-1 Bonds, including the payment of Trustee's fees and expenses then due.

Anything herein or in the Master Indenture to the contrary notwithstanding, earnings on investments in all of the Funds and Accounts held as security for the Series 2019B-1 Bonds shall be invested only in Series 2019B Investment Obligations, and further, earnings on

the Series 2019B-1 Acquisition and Construction Account, the Series 2019B-1 Debt Service Account and the subaccounts therein, and the Series 2019B-1 Redemption Account and the subaccounts therein shall be retained, as realized, in such Accounts or subaccounts and used for the purpose of such Account or subaccount.

Anything herein or in the Master Indenture to the contrary notwithstanding, earnings on investments in all of the Funds and Accounts held as security for the Series 2019B-2 Bonds shall be invested only in Series 2019B Investment Obligations, and further, earnings on the Series 2019B-2 Acquisition and Construction Account, the Series 2019B-2 Debt Serve Account and the subaccounts therein, and the Series 2019B-2 Redemption Account and the subaccounts therein shall be retained, as realized, in such Accounts or subaccounts and used for the purpose of such Account or subaccount.

Earnings on investments in the Series 2019B-1 Reserve Account and the Series 2019B-2 Reserve Account shall be disposed of as follows:

if as of the last date on which amounts on deposit in the Series 2019B-1 Reserve Account were valued by the Trustee there was a deficiency (as defined in Section 509 of the Master Indenture), or if after such date withdrawals have been made from the Series 2019B-1 Reserve Account and have created such a deficiency, then earnings on  investments  in  the Series 2019B-1 Reserve Account shall be deposited into the Series 2019B-1 Reserve Account until the amount on deposit therein is equal to the Series 2019B-1 Reserve Account Requirement, and then earnings on the Series 2019B-1 Reserve Account shall be deposited into the Series 2019B-1 Capitalized Interest Subaccount through November 1, 2019, and thereafter into the Series 2019B-1 Acquisition and Construction Account and applied as provided for moneys on deposit therein, and if the Series 2019B-1 Acquisition and Construction Account is closed, then transfer all remaining moneys to the the Series 2019B Revenue Account; and

if as of the last date on which amounts on deposit in the Series 2019B-2 Reserve Account were valued by the Trustee there was a deficiency (as defined in Section 509 of the Master Indenture), or if after such date withdrawals have been made from the Series 2019B-2 Reserve Account and have created such a deficiency, then earnings on  investments  in  the Series 2019B-2 Reserve Account shall be deposited into the Series 2019B-2 Reserve Account until the amount on deposit therein is equal to the Series 2019B-2 Reserve Account Requirement, and then earnings on the Series 2019B-2 Reserve Account shall be deposited into the Series 2019B-2 Capitalized Interest Subaccount through November 1, 2019, and thereafter into the Series 2019B-2 Acquisition and Construction Account and applied as provided for moneys on deposit therein and if the Series 2019B-2 Acquisition and Construction Account is closed, then transfer all remaining moneys to the Series 2019B Revenue Account.

Section 408.	Prepayments; Removal of Series 2019B Special Assessment Liens.

At any time any owner of property subject to the Series 2019B Special Assessments may, at its option, or as a result of acceleration of the Series 2019B Special Assessments because of non-payment thereof, shall, or by operation of law, require the District to reduce or release and extinguish, as applicable, the lien upon its property by virtue of the levy of the Series 2019B Special Assessments by paying or causing there to be paid, to the District all

or a portion of the Series 2019B Special Assessment, which shall constitute Series 2019B-1 Prepayment Principal respectively, plus, except as provided below, accrued interest to the next succeeding Quarterly Redemption Date (or the first succeeding Quarterly Redemption Date that is at least 45 days after such prepayment, if such Prepayment is made within 45 calendar days before the next succeeding Quarterly Redemption Date, as the case may be), attributable to the property subject to Series 2019B Special Assessments owned by such owner. To the extent that such prepayments are to be used to redeem Series 2019B Bonds pursuant to Section 301 hereof, in the event the amount on deposit in the Series 2019B-1 Reserve Account will exceed the  Series 2019B-1 Reserve Requirement or the Series 2019B-2 Reserve Account will exceed the Series 2019B-2 Reserve Requirement, respectively, for the Series 2019B Bonds as a result of a prepayment in accordance with this Section 408(a) and the resulting extraordinary mandatory redemption  in  accordance  with  Section 301  of  this  Fourth  Supplemental  Indenture  of Series 2019B Bonds, the excess amount shall be transferred from the Series 2019B-1 Reserve Account to the Series 2019B-1 Prepayment Subaccount, as a credit against the Series 2019B Prepayment Principal otherwise required to be paid by the owner of such lot or parcel, or from the Series 2019B-2 Reserve Account to the Series 2019B-2 Prepayment Subaccount as a credit against the Series 2019B Prepayment Principal otherwise required to be paid by the owner of such lot or parcel, upon written instructions of the District together with a certificate of an Authorized Officer of the District stating that, after giving effect to such transfers sufficient moneys will be on deposit in the Series 2019B-1 Reserve Account to  equal  or  exceed the Series 2019B-1 Reserve Requirement or on deposit in the Series 2019B-2 Reserve Account to equal or exceed the Series 2019B-2 Reserve Requirement.

Upon receipt of Series 2019B Prepayment Principal as described in paragraph (a) above, subject to satisfaction of the conditions set forth therein, the District shall immediately pay the amount so received to the Trustee, and the District shall take such action as is necessary to record in the official improvement lien book of the District that the Series 2019B Special Assessment has been paid in whole or in part and that such Series 2019B Special Assessment lien is thereby reduced, or released and extinguished, as the case may be.

ARTICLE V CONCERNING THE TRUSTEE

Section 501. Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this Fourth Supplemental Indenture and agrees to perform such trusts upon the terms and conditions set forth in the Master Indenture, as amended and supplemented by this Fourth Supplemental Indenture.

Section 502. Limitation of Trustee's Responsibility. The Trustee shall not be responsible in any manner for the due execution of this Fourth Supplemental Indenture by the District or for the recitals contained herein, all of which are made solely by the District.

Section 503. Trustee's Duties. Nothing contained herein shall  limit  the  rights,  benefits, privileges, protection and entitlements inuring to the Trustee under the Master Indenture, including, particularly, Articles VI and IX thereof.

ARTICLE VI ADDITIONAL BONDS

Section 601. No Parity Bonds. The District covenants not to issue any other Bonds or other debt obligations secured by the Series 2019B Special Assessments levied against the assessable lands within the District. Such covenant shall not prohibit the District from issuing refunding Bonds. In addition, the District covenants not to issue any other Bonds or other debt obligations secured by Special Assessments on assessable lands within the Series 2019B Assessment Area (the "Series 2019B Assessment Area") for any  capital  project  until  the  Series 2019B Special Assessments are Substantially Absorbed, except for the simultaneous issuance of the District's Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt).  The District shall present the Trustee with a certification that the Series 2019B Special Assessments are Substantially Absorbed and the Trustee may rely conclusively upon such certification and shall have no duty to verify if the Series 2019B Special Assessments are Substantially Absorbed. In the absence of such written certification, the Trustee is entitled to assume that the relevant assessments have not been Substantially Absorbed. Nothing herein  shall restrict the District from issuing additional bonds or other debt obligations for District lands outside of the Series 2019B Assessment Area, provided that such additional bonds or other debt obligations are not secured by assessments on lands within the Series 2019B Assessment Area. Provided, nothing herein shall prohibit the District from issuing additional Bonds or other debt obligations secured by assessments on assessable lands within the Series 2019B Assessment Area for the purpose of funding additional capital improvements, prior to Substantial Absorption, with the prior written consent of the Majority Owners of the Outstanding Series 2019B Bonds.

ARTICLE VII MISCELLANEOUS

Section 701. Confirmation of Master Indenture. As supplemented by this Fourth Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this Fourth Supplemental Indenture shall be read, taken and construed as a part of the Master Indenture so that all of the rights, remedies, terms, conditions, covenants and agreements of the Master Indenture, except insofar as modified herein, shall apply and remain in full force and effect with respect to this Fourth Supplemental Indenture and to the Series 2019B Bonds issued hereunder.

Section 702. Continuing Disclosure Agreement. Contemporaneously with the execution and delivery hereof, the District has executed and delivered a Continuing Disclosure Agreement in order to comply with the requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934. The District covenants and agrees to comply with the provisions of such Continuing Disclosure Agreement; however, as set forth therein, failure to so comply shall not constitute an Event of Default hereunder, but, instead shall be enforceable by mandamus, injunction or any other means of specific performance.

Section 703. Additional Covenant Regarding Assessments. In addition, and not in limitation of, the covenants contained elsewhere in this Fourth Supplemental Indenture and in the Master Indenture, the District covenants to comply with the terms of the proceedings heretofore

adopted with respect to the Series 2019B Special Assessments, including the Third Supplemental Special Assessment Methodology Report For Capital Improvement Revenue Bonds, Series 2019 (Phase III Project) Preliminary Report, dated as of February 2019, as supplemented, prepared by Governmental Management Service, LLC (the "Phase III Methodology Report"), and to levy the Series 2019B Special Assessments and required true up payments set forth in the Phase III Methodology Report, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2019B Bonds, when due.

Section 704. Collection of Assessments. Pursuant to the terms and provisions of the Master Indenture, the District shall collect the Series 2019B Special Assessments relating to the acquisition and construction of the Phase III Project through the Uniform Method of Collection (the "Uniform Method") afforded by Chapter 197, Florida Statutes. Pursuant to the terms and provisions of the Master Indenture, the District shall, pursuant to the provisions of the 2019 Assessment Resolution, directly collect the Series 2019B Special Assessments levied in lieu of the Uniform Method with respect to any lands within Phase III that have not been platted. In addition, and not in limitation of, the covenants contained elsewhere in this Fourth Supplemental Indenture and in the Master Indenture, the District covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2019B Special Assessments, and to levy the Series 2019B Special Assessments in such manner as will generate funds sufficient to pay Debt Service on the Series 2019B Bonds when due.

Section 705. Acknowledgement Regarding Acquisition and Construction Moneys Following an Event of Default. In accordance with the provisions of Master Indenture and this Fourth Supplemental Indenture, upon the occurrence of an Event of Default with respect to the Series 2019B Bonds, the Series 2019B Bonds are payable solely from the Series 2019B Trust Estate, and any other moneys held by the Trustee under the Master Indenture and this Fourth Supplemental Indenture for such purpose. Anything in the Master Indenture and this Fourth Supplemental Indenture to the contrary notwithstanding, the District hereby acknowledges that, upon the occurrence of an Event of Default with respect to the Series 2019B Bonds, (i) the  Series 2019B Trust  Estate  includes,  without  limitation,  all  amounts  on  deposit  in  the  Series 2019B-1 Acquisition and Construction Account and Series 2019B-2 Acquisition and Construction Account then held by the Trustee, then held by the Trustee, (ii) the Series 2019B Trust Estate may not be used by the District (whether to pay costs of either the Phase III Project or otherwise) without the consent of the Majority Owners and (iii) the Series 2019B-1 Acquisition and Construction Account and Series 2019B-2 Acquisition and Construction Account may be used by the Trustee, at the direction or with the approval of the Trustee at the direction of or with the approval of the Majority Owners, to pay costs and expenses incurred in connection with the pursuit of remedies under the Master Indenture and this Fourth  Supplemental Indenture.

Section 706. Additional Events of Default. Section 902 of the Master Indenture is hereby amended by adding the following paragraphs to such Section as additional Events of Default with respect to the Series 2019B Bonds:

"(l)	if at any time the amount in the Series 2019B-1 Reserve Account is less than the Series 2019B-1 Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Debt Service

Requirement on the Series 2019B-1 Bonds and such amount has not been restored within ninety (90) days of such withdrawal;

if at any time the amount in the Series 2019B-2 Reserve Account is less than the Series 2019B-2 Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Debt Service Requirement on the Series 2019B-2 Bonds and such amount has not been restored within ninety (90) days of such withdrawal; or

any portion of the Series 2019B Special Assessments shall have become delinquent, as described in Section 812 of the Master Indenture, and after realization of proceeds from the sale of tax certificates and tax deeds pursuant to Section 813 of the Master Indenture, and the terms of the Indenture require the Trustee to withdraw funds from the Series 2019B-1 Reserve Account or the Series 2019-2 Reserve Account to pay debt service on the Series 2019B Bonds, (regardless of whether the Trustee does or does not, per the direction of the Holders of a majority in aggregate principal amount of the  Series  2019B  Bonds,  actually  withdraw  such   funds   from   the   Series 2019B-1 Reserve Account or Series 2019B-2 Reserve Account, respectively, to pay debt service on the Series 2019B Bonds)."

Section 707. Bankruptcy or Insolvency of a Landowner.  For  purposes  of  this Section 707, (i) any Series 2019B Bonds secured by and payable from Series 2019B Special Assessments levied against property owned by any Insolvent Taxpayer (defined below) are collectively referred to herein as the "Affected Bonds" and (ii) the Series 2019B Special Assessments levied against any Insolvent Taxpayer's property and pledged under this Fourth Supplemental Indentures as security for the Affected Bonds are collectively referred to herein as the "Affected Special Assessments."

The provisions of this Section 707 shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel subject to the Affected Special Assessments (an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding"). For as long as any Affected Bonds remain Outstanding, in any Proceeding involving the District, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments, the District shall be obligated to act in accordance with any direction from the Trustee with regard to all matters directly or indirectly affecting at least three percent (3%) of the Outstanding aggregate principal amount of the Affected Bonds or for as long as any Affected Bonds remain Outstanding, in any proceeding involving the District, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments or the Trustee. The District agrees that it shall not be a defense to a breach of the foregoing covenant that it has acted upon advice of counsel in not complying with this covenant.

The District acknowledges and agrees that, although the Affected Bonds were issued by the District, the Owners of the Affected Bonds are categorically the party with the ultimate financial stake in the transaction and, consequently, the party with a vested and pecuniary

interest in a Proceeding. In the event of any Proceeding involving any Insolvent Taxpayer: (a) the District hereby agrees that it shall follow the direction of the Trustee in making any election, giving any consent, commencing any action or filing any motion, claim, obligation, notice or application or in taking any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Affected Special Assessments, the Affected Bonds or any rights of the Trustee under the Indenture; (b) the District hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Affected Special Assessments, the Affected Bonds or any rights of the Trustee under the Indenture that is inconsistent with any direction from the Trustee; (c) the Trustee shall have the right, but is not obligated to, (i) vote in any such Proceeding any and all claims of the District, or (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the District, including without limitation, motions seeking relief from the automatic stay, dismissal the Proceeding, valuation of the property belonging to the Insolvent Taxpayer, termination of exclusivity, and objections to disclosure statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking approval of sales or post-petition financing. If the Trustee chooses to exercise any such rights, the District shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the District in connection with any Proceeding of any Insolvent Taxpayer, including without limitation, the right to file and/or prosecute any claims, to propose and prosecute a plan, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the Bankruptcy Code and (d) the District shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of the lands owned by any Insolvent Taxpayer submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to Trustee's enforcement of the District claim and rights with respect to the Affected Special Assessments or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District agrees that the Trustee shall have the right (i) to file a proof of claim with respect to the Affected Special Assessments, (ii) to deliver to the District a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.

Section 708. Brokerage Confirmations. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive individual confirmations of security transactions at no additional cost, as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the District periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

Section 709. Patriot Act Requirements of the Trustee. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust, or other legal entity, the Trustee will ask for documentation to verify such non-individual person's formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses,

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

[SIGNATURE PAGE FOLLOWS]

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

(SEAL)

Attest:

Secretary

AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

By:

Chairman, Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:		 Vice President

EXHIBIT A
Description of Phase III Project

The Phase III Project includes, but is not limited to, the following improvements:

Infrastructure	Phase III Planned Improvements		Public Improvements		Private Improvements	
Clearing and Grading	$1,950,143		$721,255		$1,228,888	
Roadway	924,503		924,503		0	
Stormwater	1,239,580		1,239,580		0	
Water	422,813		422,813		0	
Sewer	505,290		505,290		0	
Electrical	140,000		140,000		0	
Contingency	405,000		405,000		0	
Landscaping, Entry Monuments & Signs	145,000		145,000		0	
Engineering/Permitting	90,000		90,000		0	
						
TOTAL:	$5,822,330		$4,593,441		$1,228,888	

Source: Amelia Concourse Community Subdivision Phase III Engineers Report dated January 7, 2019, prepared by
McCranie & Associates, Inc.

EXHIBIT B

Amelia Concourse CDD
Preliminary Assessment Roll-Assessment Area III [NEED CHART FROM ASSESSMENT METHODOLOGY]

B-1

EXHIBIT C-1

FORM OF SERIES 2019B-1 BONDS [TEXT OF SERIES 2019B-1 BOND FACE]
No. R-1	$[ 	]

UNITED STATES OF AMERICA STATE OF FLORIDA
AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2019B-1 (TAX-EXEMPT)

Interest Rate	Maturity Date	Dated Date	CUSIP	
[ 	]%	May 1, 20[ ]	March , 2019	[ 	]	

Registered Owner:	CEDE & CO. Principal Amount:
AMELIA	CONCOURSE	COMMUNITY	DEVELOPMENT	DISTRICT,	a
community development district duly established and existing pursuant to Chapter 190, Florida Statutes (the "District"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered Owner set forth above, or registered assigns, on the maturity date shown hereon, unless this Bond shall have been called for redemption in whole or in part and payment of the Redemption Price (as defined in the Indenture mentioned hereinafter) shall have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for, or, if no interest has been paid, from the Dated Date shown above on May 1 and November 1 of each year (each, an "Interest Payment Date"), commencing on May 1, 2019, until payment of said principal sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day (as defined in the Indenture hereinafter mentioned), then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date, but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter denied), be paid to the registered Owner hereof at the close of business on the regular record date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date, or, if such day is not a Business Day on the Business Day immediately preceding such day; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture (hereinafter defined), the payment of interest and principal or Redemption Price shall be made by the Paying Agent (hereinafter defined) to such person, who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond

Registrar as the registered Owner of this Bond. Any payment of principal, Maturity Amount or Redemption Price shall be made only upon presentation hereof (except while the herein described Series 2019B-1 Bonds are in book-entry form in which case presentation shall not be required) at the designated corporate trust office of U.S. Bank National Association, located in Orlando, Florida, or any alternate or successor paying agent (collectively, the "Paying Agent"). Payment of interest shall be made by check or draft (or by wire transfer to the registered Owner set forth above if such Owner requests such method of payment in writing on or prior to the regular record date for the respective interest payment to such account as shall be specified in such request, but only if the registered Owner set forth above owns not less than $1,000,000 in aggregate principal amount of the Series 2019B-1 Bonds, as defined below). Interest on this Bond will be computed on the basis of a 360-day year of twelve 30-day months.

This Bond is one of a duly authorized issue of bonds of the District designated "Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt)" in the aggregate principal amount of $[ 	] (the "Series 2019B-1 Bonds") (the "Series 2019B-1 Bonds," together with any other Bonds issued under and governed by the terms of, the Master Indenture, are hereinafter collectively referred to as the "Bonds"), under a Master Trust Indenture dated as of July 1, 2007 (the "Master Indenture"), between the District and U.S. Bank National Association, located in Orlando, Florida, as trustee (the "Trustee"), as amended and supplemented by a Fourth Supplemental Trust Indenture, dated as of March 1, 2019 (the "Fourth Supplemental Indenture" and, together with the Master Indenture the "Indenture"). The Series 2019B-1 Bonds are being issued to provide funds to: (i) finance a portion of the Costs of acquiring, constructing and equipping assessable improvements comprising the Phase III Project; (ii) pay certain costs associated with the issuance of the Series 2019B-1 Bonds; (iii) pay a portion of the interest coming due on the Series 2019B-1 Bonds; and (iv) make a deposit to the Series 2019B-1 Reserve Account for the benefit of all of the Series 2019B-1 Bonds.

NEITHER THIS BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE OF FLORIDA. THIS BOND AND THE SERIES OF WHICH  IT IS A PART AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON AND THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE MASTER INDENTURE OR IN THE FOURTH SUPPLEMENTAL   INDENTURE   AUTHORIZING   THE   ISSUANCE   OF   THE   SERIES 2019B-1 BONDS. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE MASTER INDENTURE, THE FOURTH SUPPLEMENTAL INDENTURE, OR THE SERIES 2019B-1 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE MASTER INDENTURE, THE FOURTH SUPPLEMENTAL INDENTURE, OR THE SERIES 2019B-1 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2019B PLEDGED REVENUES AND THE SERIES 2019B PLEDGED FUNDS AND ACCOUNTS PLEDGED TO THE SERIES 2019B-1 BONDS, ALL AS

PROVIDED	HEREIN,	IN	THE	MASTER	INDENTURE	AND	IN	THE	FOURTH SUPPLEMENTAL INDENTURE.

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

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

IN WITNESS WHEREOF, Amelia Concourse Community Development District has caused this Bond to bear the signature of the Chairman of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary to the Board of Supervisors.

(SEAL)	AMELIA CONCOURSE
COMMUNITY DEVELOPMENT DISTRICT

By:	 Chairman, Board of Supervisors

Attest:

Secretary

CERTIFICATE OF AUTHENTICATION FOR SERIES 2019B-1 BONDS

This Bond is one of the Bonds of the Series designated herein, described in the within- mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee

Date of Authentication:  	

By:	 Authorized Signatory

[TEXT OF SERIES 2019B-1 BOND]

This Bond is issued under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, and other applicable provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on file at the corporate trust office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Indenture, the collection and disposition of revenues and the funds charged with and pledged to the payment of the principal, Maturity Amount and Redemption Price of, and the interest on, the Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of the Series 2019B Special Assessments (as defined in the Indenture), the terms and conditions under which the Bonds are or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Owners of the Bonds, and, by the acceptance of this Bond, the Owner hereof assents to all of the provisions of the Indenture. The Series 2019B-1 Bonds are equally and ratably secured by the 2019B Trust Estate, without preference or priority of one Series 2019B-1 Bond over another.

The Series 2019B-1 Bonds are issuable only as registered bonds without coupons in current interest form in denominations of $5,000 or any integral multiple thereof (an "Authorized Denomination"); provided, however, that the Series 2019B-1 Bonds shall be delivered to the initial purchasers thereof only in aggregate principal amounts of $100,000 or integral multiples of Authorized Denominations in excess of $100,000. This Bond is transferable by the registered Owner hereof or his duly authorized attorney at the designated corporate trust office of the Trustee in Orlando, Florida, as Bond Registrar (the "Bond Registrar"), upon surrender of this Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature reasonably satisfactory to the Bond Registrar, subject to such reasonable regulations as the District or the Bond Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new Bond or Bonds, in the same aggregate principal amount as the Bond or Bonds transferred, will be issued to the transferee. At the corporate trust office of the Bond Registrar in Orlando, Florida, in the manner and subject to the limitations and conditions provided in the Master Indenture and without cost, except for any tax or other governmental charge, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of Authorized Denominations and bearing interest at the same rate or rates.

Extraordinary Mandatory Redemption. The Series 2019B-1 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Interest Payment Date (other than in the case of clause (ii) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of the Phase III Project, by application of moneys transferred from the Series 2019B-1 Acquisition and Construction Account to

the Series 2019B Prepayment Subaccount of the Series 2019B Redemption Account in accordance with the terms of this Fourth Supplemental Trust Indenture; and

from Prepayments of Series 2019B Special Assessments deposited into the Series 2019B-1 Prepayment Subaccount of the Series 2019B-1 Redemption Account; and

on the date on which the amount on deposit in the Series 2019B-1 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2019B-1 Bonds then Outstanding, including accrued interest thereon.

from amounts transferred to the Series 2019B-1 Prepayment Subaccount of the Series 2019B-1 Redemption Account resulting from a reduction in the Series 2019B-1 Reserve Account Requirement as provided for in this Fourth Supplemental Indenture, and, on the date on which the amount on deposit in the Series 2019B-1 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2019B-1 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2019B-1 Bonds shall be called for redemption, the particular Series 2019B Bonds or portions of Series 2019B-1 Bonds to be redeemed shall be selected by lot by the Registrar as provided in the Indenture.

Notice of each redemption of Series 2019B-1 Bonds shall be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each registered Owner of Series 2019B-1 Bonds to be redeemed at the address of such registered Owner recorded on the bond register maintained by the Bond Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, in accordance with Article III of the Master Indenture, the Series 2019B-1 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2019B-1 Bonds or such portions thereof on such date, interest on such Series 2019B-1 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2019B-1 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2019B-1 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent.  Further  notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. The Owner of this Bond shall have no right to enforce the provisions of the Master Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 2019B-1 Bonds then Outstanding under the Indenture

may become and may be declared due and payable before the stated maturities thereof, with the interest accrued thereon.

Modifications or alterations of the Master Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Master Indenture.

Any moneys held by the Trustee or any Paying Agent in trust for the payment and discharge of any Bond which remain unclaimed for six (6) years after the date when such Bond has become due and payable, either at its stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee or any Paying Agent at such date, or for six (6) years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after the date when such Bond became due and payable, shall be paid to the District, and thereupon and thereafter no claimant shall have any rights against the Paying Agent to or in respect of such moneys.

If the District deposits or causes to be deposited with the Trustee cash or Federal Securities (as defined in the Indenture) sufficient to pay the principal or redemption price of any Bonds becoming due at maturity or by call for redemption in the manner set forth in the Indenture, together with the interest accrued to the due date, the lien of the Series 2019B Bonds as to the Trust Estate shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture.

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

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

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CERTIFICATE OF VALIDATION

This Bond is one of a Series of Bonds which were validated by judgment of the Circuit Court for Nassau County, Florida, rendered on April 30, 2007.

(SEAL)	AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

Attest:

By:	 Secretary, Board of Supervisors

By:		 Chairman, Board of Supervisors

[FORM OF ABBREVIATIONS FOR SERIES 2019B-1 BONDS]

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

TEN COM as tenants in common TEN ENT as tenants by the entireties
JU TEN as joint tenants with the right of survivorship and not as tenants in common UNIFORM  TRANSFER  MIN ACT - 	Custodian 	under
Uniform Transfer to Minors Act 	(Cult.) (Minor)	(State)

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

[FORM OF ASSIGNMENT FOR SERIES 2019B-1 BONDS]

FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto

(please print or typewrite name and address of assignee)

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

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

 	

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

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

Please	insert	social	security	or	other identifying number of Assignee.

EXHIBIT C-2

FORM OF SERIES 2019B-2 BONDS [TEXT OF SERIES 2019B-2 BOND FACE]
No. R-1	$[ 	]

UNITED STATES OF AMERICA STATE OF FLORIDA
AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2019B-2 (TAXABLE)

Interest Rate	Maturity Date	Dated Date	CUSIP	
[ 	]%	May 1, 20[ ]	March , 2019	[ 	]	

Registered Owner:	CEDE & CO. Principal Amount:
AMELIA	CONCOURSE	COMMUNITY	DEVELOPMENT	DISTRICT,	a
community development district duly established and existing pursuant to Chapter 190, Florida Statutes (the "District"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered Owner set forth above, or registered assigns, on the maturity date shown hereon, unless this Bond shall have been called for redemption in whole or in part and payment of the Redemption Price (as defined in the Indenture mentioned hereinafter) shall have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for, or, if no interest has been paid, from the Dated Date shown above on May 1 and November 1 of each year (each, an "Interest Payment Date"), commencing on May 1, 2019, until payment of said principal sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day (as defined in the Indenture hereinafter mentioned), then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date, but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter denied), be paid to the registered Owner hereof at the close of business on the regular record date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date, or, if such day is not a Business Day on the Business Day immediately preceding such day; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture (hereinafter defined), the payment of interest and principal or Redemption Price shall be made by the Paying Agent (hereinafter defined) to such person, who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the registered Owner of this Bond. Any payment of principal, Maturity Amount or Redemption   Price   shall   be  made  only  upon  presentation  hereof  (except  while  the  herein

described Series 2019B-2 Bonds are in book-entry form in which case presentation shall not be required) at the designated corporate trust office of U.S. Bank National Association, located in Orlando, Florida, or any alternate or successor paying agent (collectively, the "Paying Agent"). Payment of interest shall be made by check or draft (or by wire transfer to the registered Owner set forth above if such Owner requests such method of payment in writing on or prior to the regular record date for the respective interest payment to such account as shall be specified in such request, but only if the registered Owner set forth above owns not less than $1,000,000 in aggregate principal amount of the Series 2019B-2 Bonds, as defined below). Interest on this Bond will be computed on the basis of a 360-day year of twelve 30-day months.

This Bond is one of a duly authorized issue of bonds of the District designated "Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable)" in the aggregate principal amount of
$[ 	] (the "Series 2019B-2 Bonds") (the "Series 2019B-2 Bonds," together with any other Bonds issued under and governed by the terms of, the Master Indenture, are hereinafter collectively referred to as the "Bonds"), under a Master Trust Indenture dated as of July 1, 2007 (the "Master Indenture"), between the District and U.S. Bank National Association, located in Orlando, Florida, as trustee (the "Trustee"), as amended and supplemented by a Fourth Supplemental Trust Indenture, dated as of March 1, 2019 (the "Fourth Supplemental Indenture" and, together with the Master Indenture the "Indenture"). The Series 2019B-2 Bonds are being issued to provide funds to: (i) finance a portion of the Costs of acquiring, constructing and equipping assessable improvements comprising the Phase III Project; (ii) pay certain costs associated with the issuance of the Series 2019B-2 Bonds; (iii) pay a portion of the interest coming due on the Series 2019B-2 Bonds; and (iv) make a deposit to the Series 2019B-2 Reserve Account for the benefit of all of the Series 2019B-2 Bonds.

NEITHER THIS BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE OF FLORIDA. THIS BOND AND THE SERIES OF WHICH  IT IS A PART AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON AND THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE MASTER INDENTURE OR IN THE FOURTH SUPPLEMENTAL   INDENTURE   AUTHORIZING   THE   ISSUANCE   OF   THE   SERIES 2019B-2 BONDS. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE MASTER INDENTURE, THE FOURTH SUPPLEMENTAL INDENTURE, OR THE SERIES 2019B-2 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE MASTER INDENTURE, THE FOURTH SUPPLEMENTAL INDENTURE, OR THE SERIES 2019B BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2019B PLEDGED REVENUES AND THE SERIES 2019B PLEDGED FUNDS AND ACCOUNTS PLEDGED TO THE SERIES 2019B-2 BONDS, ALL AS PROVIDED HEREIN, IN THE MASTER INDENTURE AND IN THE FOURTH SUPPLEMENTAL INDENTURE.

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

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IN WITNESS WHEREOF, Amelia Concourse Community Development District has caused this Bond to bear the signature of the Chairman of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary to the Board of Supervisors.

(SEAL)	AMELIA CONCOURSE
COMMUNITY DEVELOPMENT DISTRICT

By:	 Chairman, Board of Supervisors

Attest:

Secretary

CERTIFICATE OF AUTHENTICATION FOR SERIES 2019B-2 BONDS

This Bond is one of the Bonds of the Series designated herein, described in the within- mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee

Date of Authentication:  	

By:	 Authorized Signatory

[TEXT OF SERIES 2019B-2 BOND]

This Bond is issued under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, and other applicable provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on file at the corporate trust office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Indenture, the collection and disposition of revenues and the funds charged with and pledged to the payment of the principal, Maturity Amount and Redemption Price of, and the interest on, the Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of the Series 2019B Special Assessments (as defined in the Indenture), the terms and conditions under which the Bonds are or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Owners of the Bonds, and, by the acceptance of this Bond, the Owner hereof assents to all of the provisions of the Indenture. The Series 2019B-2 Bonds are equally and ratably secured by the 2019B Trust Estate, without preference or priority of one Series 2019B-2 Bond over another.

The Series 2019B-2 Bonds are issuable only as registered bonds without coupons in current interest form in denominations of $5,000 or any integral multiple thereof (an "Authorized Denomination"); provided, however, that the Series 2019B-2 Bonds shall be delivered to the initial purchasers thereof only in aggregate principal amounts of $100,000 or integral multiples of Authorized Denominations in excess of $100,000. This Bond is transferable by the registered Owner hereof or his duly authorized attorney at the designated corporate trust office of the Trustee in Orlando, Florida, as Bond Registrar (the "Bond Registrar"), upon surrender of this Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature reasonably satisfactory to the Bond Registrar, subject to such reasonable regulations as the District or the Bond Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new Bond or Bonds, in the same aggregate principal amount as the Bond or Bonds transferred, will be issued to the transferee. At the corporate trust office of the Bond Registrar in Orlando, Florida, in the manner and subject to the limitations and conditions provided in the Master Indenture and without cost, except for any tax or other governmental charge, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of Authorized Denominations and bearing interest at the same rate or rates.

Optional Redemption. The Series 2019B-2 Bonds shall not be subject to optional redemption.

Mandatory Redemption. The Series 2019B-2  Bonds  shall  not  be  subject  to  mandatory redemption.

Extraordinary Mandatory Redemption. The Series 2019B-2 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Interest Payment Date (other than in the case of clause (ii) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount

thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of the Phase III Project, by application of moneys transferred from the Series 2019B-2 Acquisition and Construction Account to the Series 2019B-2 Prepayment Subaccount of the Series 2019B-2 Redemption Account in accordance with the terms of this Fourth Supplemental Indenture; and

from Prepayments of Series 2019B Special Assessments deposited into the Series 2019B-2 Prepayment Subaccount of the Series 2019B-2 Redemption Account; and

on the date on which the amount on deposit in the Series 2019B-2 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2019B-2 Bonds then Outstanding, including accrued interest thereon.

from amounts transferred to the Series 2019B-2 Prepayment Subaccount of the Series 2019B-2 Redemption Account resulting from a reduction in the Series 2019B-2 Reserve Account Requirement as provided for in this Fourth Supplemental Indenture, and, on the date on which the amount on deposit in the Series 2019B-2 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2019B-2 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2019B-2 Bonds shall be called for redemption, the particular Series 2019B-2 Bonds or portions of Series 2019B-2 Bonds to be redeemed shall be selected by lot by the Registrar as provided in the Indenture.

Notice of each redemption of Series 2019B-2 Bonds shall be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each registered Owner of Series 2019B-2 Bonds to be redeemed at the address of such registered Owner recorded on the bond register maintained by the Bond Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, in accordance with Article III of the Master Indenture, the Series 2019B-2 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2019B-2 Bonds or such portions thereof on such date, interest on such Series 2019B-2 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2019B-2 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2019B-2 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent.  Further  notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. The Owner of this Bond shall have no right to enforce the provisions of the Master Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event

of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 2019B-2 Bonds then Outstanding under the Indenture may become and may be declared due and payable before the stated maturities thereof, with the interest accrued thereon.

Modifications or alterations of the Master Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Master Indenture.

Any moneys held by the Trustee or any Paying Agent in trust for the payment and discharge of any Bond which remain unclaimed for six (6) years after the date when such Bond has become due and payable, either at its stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee or any Paying Agent at such date, or for six (6) years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after the date when such Bond became due and payable, shall be paid to the District, and thereupon and thereafter no claimant shall have any rights against the Paying Agent to or in respect of such moneys.

If the District deposits or causes to be deposited with the Trustee cash or Federal Securities (as defined in the Indenture) sufficient to pay the principal or redemption price of any Bonds becoming due at maturity or by call for redemption in the manner set forth in the Indenture, together with the interest accrued to the due date, the lien of the Series 2019B-2 Bonds as to the Trust Estate shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture.

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

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

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CERTIFICATE OF VALIDATION

This Bond is one of a Series of Bonds which were validated by judgment of the Circuit Court for Nassau County, Florida, rendered on April 30, 2007.

(SEAL)	AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

Attest:

By:	 Secretary, Board of Supervisors

By:		 Chairman, Board of Supervisors

[FORM OF ABBREVIATIONS FOR SERIES 2019B-2 BONDS]

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

TEN COM as tenants in common TEN ENT as tenants by the entireties
JU TEN as joint tenants with the right of survivorship and not as tenants in common UNIFORM  TRANSFER  MIN ACT - 	Custodian 	under
Uniform Transfer to Minors Act 	(Cult.) (Minor)	(State)

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

[FORM OF ASSIGNMENT FOR SERIES 2019B-2 BONDS]

FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto

(please print or typewrite name and address of assignee)

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

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

 	

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

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

Please	insert	social	security	or	other identifying number of Assignee.

3.

AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

$[ 	]
Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt)

and

$[ 	] Capital Improvement Revenue Bonds,
Series 2019B-1 (Tax-Exempt)

$[ 	]
Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable)

[March     , 2019]

BOND PURCHASE AGREEMENT

Amelia Concourse Community Development District Nassau County, Florida

Ladies and Gentlemen:

MBS Capital Markets, LLC, as underwriter (the "Underwriter"), offers to enter into this Bond Purchase Agreement with the Amelia Concourse Community Development District (the "District" or the "Issuer"). This offer is made subject to written acceptance hereof by the Issuer  at or before 12:00 midnight, New York time, on the date hereof. If not so accepted, this offer  will be subject to withdrawal by the Underwriter upon written notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer.

Purchase and Sale. Upon the terms and conditions and in reliance on the representations, warranties, covenants and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the:  (a) $[ 	] aggregate principal amount of the Issuer's Capital Improvement Revenue  Bonds,  Series  2019A  (Tax-Exempt)  (the  "Series 2019A   Bonds"); (b)  $[ 	] aggregate principal amount of the Issuer's Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt) (the "Series 2019B-1 Bonds"); and (c) $[ 	] aggregate principal amount of the Issuer's Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the "Series 2019B-2"  and,  together  with  the  Series 2019B-1 Bonds, the "Series 2019B Bonds") and, together with the Series 2019A Bonds, the "Series 2019 Bonds"). The Series 2019 Bonds shall be dated as of the date of their delivery and shall be payable on the dates and principal amounts, bear such rates of interest and be subject to redemption, all as set forth in Exhibit A, Exhibit B and Exhibit C, respectively, attached hereto. Interest on the Series 2019 Bonds is payable semi-annually on May 1 and November 1 each year, commencing May 1, 2019. The purchase price for the Series 2019A Bonds shall be

$[ 	]	(representing	the	par	amount	of	the	Series	2019A	Bonds	of
$[ 	], less an Underwriter's discount of $[ 		]). The purchase price for the Series 2019B-1 Bonds shall be $[ 	] (representing the par amount of the Series  2019B-1  Bonds of $[ 	], less an Underwriter's discount of $[ 	]). The purchase price for the Series 2019B-2 Bonds shall be $[ 		] (representing the par amount of the Series 2019B-2 Bonds of $[ 		], less an Underwriter's discount of
$[ 	]).

The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto as Exhibit D.

The Series 2019 Bonds. The Series 2019 Bonds are authorized and issued pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, any successor statute thereto, the Florida Constitution, and other applicable provisions of law (collectively, the "Act"), and Ordinance No. 2006-58 enacted on July 10, 2006 by the Board of County Commissioners of Nassau County, Florida (the "County"). The District was established for the purposes, among other things, of financing and managing the acquisition, construction, maintenance and operation of a portion of the infrastructure necessary for community development within the boundary  of  the  District  (the  "Development").  The  Series 2019 Bonds are being issued pursuant to the Act and a Master Trust Indenture, dated as of July 1, 2007 (the "Master Indenture"), as amended and supplemented from time to time, particularly as supplemented by the Third Supplemental Trust Indenture dated as of March 1, 2019 (the "Third Supplemental Indenture") with respect to the Series 2019A Bonds and as further supplemented by the Fourth Supplemental Trust Indenture dated as of March 1, 2019 (the "Fourth Supplemental Indenture" and, collectively with the Third Supplemental Indenture and the Master Indenture, the "Indenture") with respect to the Series 2019B Bonds, each by and between the District and U.S. Bank National Association, as trustee (the "Trustee"), and Resolution No. 2007-13 adopted by the Board of Supervisors of the District (the "Board") on May 10, 2007, as supplemented by Resolution No. [2019- ] adopted by the Board on February 19, 2019 (collectively, the "Bond Resolutions") authorizing the issuance of the Series 2019 Bonds. Capitalized but undefined terms used herein shall have the meanings assigned thereto in the Indenture.

The Series 2019A Special Assessments and the Series 2019B Special Assessments, comprising the Series 2019A Pledged Revenues and the Series 2019B Pledged Revenues, respectively will be levied by the Issuer on lands within the District specially benefited by the Phase III Project (the "Series 2019 Assessment Area") pursuant to resolutions adopted by the Board (collectively, the "Assessment Resolutions"). The Series 2019 Bonds shall be as  described in, and shall be issued and secured pursuant to, the provisions of the Indenture.

The Issuer has also entered into, or will enter into at or prior to Closing (as defined herein): (a) a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with DFC Amelia Concourse Phase III, LLC (the "Developer") and Governmental Management Services, LLC ("GMS"), as the dissemination agent, and joined in by GMS, as disclosure representative, and the Trustee; (b) the Agreement between the District and the Developer Regarding the True-Up Payment of the Phase III Special Assessments (the "True Up Agreement"); (c) the Agreement Between the District and the Developer Regarding the

Completion of Certain Improvements (the "Completion Agreement"); (d) the Agreement between the District and the Developer Regarding the Acquisition of Certain Work Product, Improvements and Real Property (the "Acquisition Agreement"); (e) the Collateral Assignment and Assumption of Developer Rights executed and delivered by the Developer (the "Collateral Assignment"); and (f) this Bond Purchase Agreement. For purposes hereof, this Bond Purchase Agreement, the Indenture, the Continuing Disclosure Agreement, the True-Up Agreement, the Acquisition Agreement, the Collateral Assignment and the Completion Agreement, are referred to herein collectively as the "Financing Documents."

The Series 2019 Bonds are being issued to: (i) pay a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Phase III Project; (ii) pay a portion of the capitalized interest coming due on the Series 2019 Bonds; (iii) make a deposit to the Series 2019A Reserve Account established for the Series 2019A Bonds; (iv) make a deposit to the Series 2019B-1 Reserve Account established for the Series 2019B-1 Bonds; (v) make a deposit to the Series 2019B-2 Reserve Account established for the Series 2019B-2 Bonds; and
(vi) pay certain costs associated with the issuance of the Series 2019 Bonds.

The Series 2019A Bonds will be payable from and secured solely by the Series 2019A Special Assessments imposed, levied and collected by the District with respect to assessable property within the Series 2019 Assessment Area (the "Series 2019A Assessment Area") specially benefited by the Phase III Project, which, together with the Series 2019A Pledged Funds and Accounts, constitute the "Series 2019A Trust Estate." The Series 2019B Bonds will be payable from and secured solely by the Series 2019B Special Assessments imposed, levied and collected by the District with respect on assessable property within the Series 2019 Assessment Area (the "Series 2019B Assessment Area") specially benefited by the Phase III Project, which, together the with the Series 2019B Pledged Funds and Accounts, constitute the "Series 2019B Trust Estate."

Delivery of Limited Offering Memorandum and Other Documents. Prior to the date hereof, the Issuer provided to the Underwriter for its review the Preliminary Limited Offering Memorandum dated [February , 2019] (the "Preliminary Limited Offering Memorandum"), that the Issuer deemed final as of its date, except for certain permitted omissions (the "permitted omissions"), as contemplated by Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") in connection with the pricing of the Series 2019 Bonds.  The Issuer hereby confirms that the Preliminary Limited Offering Memorandum was deemed final as of its date, except for the permitted omissions.

The Issuer shall deliver, or cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the date hereof or use good faith to deliver within such shorter period as may be requested by the Underwriter and at least three (3) business days prior to the date the Series 2019 Bonds are delivered to the Underwriter, or within such other period as the Underwriter may inform the Issuer which is necessary for the Underwriter to comply with regulations of the Municipal Securities Rulemaking Board ("MSRB") in order to accompany any confirmation that requests payment from any customer (i) sufficient copies of  the final Limited Offering Memorandum ("Limited Offering Memorandum") to enable the Underwriter to fulfill its obligations pursuant to the securities laws of Florida and the United States, in form and substance satisfactory to the Underwriter, and (ii) an executed original

counterpart or certified copy of the Limited Offering Memorandum and the Indenture. In determining whether the number of copies to be delivered by the Issuer are reasonably necessary, at a minimum, the number shall be determined by the Underwriter and conveyed to the Issuer as shall be sufficient to enable the Underwriter to comply with the requirements of the Rule, all applicable rules of the MSRB, and to fulfill its duties and responsibilities under Florida and federal securities laws generally.

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

The Issuer authorizes, or ratifies as the case may be, the use and distribution of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum in connection with the public offering and sale of the Series 2019 Bonds. The Underwriter agrees that it will not confirm the sale of any Series 2019 Bonds unless the confirmation of sale requesting payment is accompanied or preceded by the delivery of a copy of the Limited Offering Memorandum.

From the date hereof until the earlier of (i) ninety (90) days from the "end of the underwriting period" (as defined in the Rule), or (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB (but in no case less than twenty-five
(25) days following the end of the underwriting period), if the Issuer has knowledge of the occurrence of any event which may make it necessary to amend or supplement the Limited Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter and if, in  the reasonable opinion of the Issuer or the reasonable opinion of the Underwriter, such event requires the preparation and publication of an amendment or supplement to the Limited Offering Memorandum, the Issuer, at its expense (unless such event was caused by the Underwriter), shall promptly prepare an appropriate amendment or supplement thereto (and file or cause, to be filed, the same with the MSRB, and mail such amendment or supplement to each record owner of Bonds) so that the statements in the Limited Offering Memorandum as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading, in a form and in a manner reasonably approved by the Underwriter. The Issuer will promptly notify the Underwriter of the occurrence of any event of which it has knowledge, which, in its opinion, is an event described in the preceding sentence. The amendments or supplements that may be authorized for use with respect to the Series 2019 Bonds are hereinafter included within the term "Limited Offering Memorandum."

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

Limited Offering; Establishment of Issue Price. It shall be a condition to the Issuer's obligation to sell and to deliver the Series 2019 Bonds to the Underwriter, and to the Underwriter's obligation to purchase, accept delivery of and pay for the Series 2019 Bonds, that the entire principal amount of the Series 2019 Bonds be issued, sold and delivered by the Issuer

and purchased, accepted and paid for by the Underwriter at the Closing and that the Issuer and the Underwriter receive the opinions, documents and certificates described in Section 8(c) hereof.

The Underwriter agrees to assist the Issuer in establishing the issue price of the Series 2019 Bonds and shall execute and deliver to the Issuer at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, in the form reasonably satisfactory to Bond Counsel, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the District and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2019 Bonds.

Except as otherwise set forth in Exhibit A, Exhibit B and Exhibit C, respectively, attached hereto, the Issuer will treat the first price at which  10%  of  each  maturity  of  the Series 2019 Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the District the price or prices at which it has sold to the public each maturity of the Series 2019 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2019 Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Series 2019 Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing (as defined herein) has occurred, until the 10% test has been satisfied as to the Series 2019 Bonds of that maturity or until all Series 2019 Bonds of that maturity have been sold to the public.

The Underwriter confirms that it has offered the Series 2019 Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A, Exhibit B and Exhibit C, respectively, attached hereto, except as otherwise set forth therein.  Exhibit  A, Exhibit B and Exhibit C also set forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2019 Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price-rule"). So long as the hold-the-offering-price-rule remains applicable to any maturity of the Series 2019 Bonds, the Underwriter will neither  offer  nor  sell  unsold Series 2019 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

the close of the fifth (5th) business day after the sale date; or
the date on which the Underwriter has sold at least 10% of that maturity of the Series 2019 Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the Issuer when it has sold 10% of that maturity of the Series 2019 Bonds to the public at a price that is no higher than the initial offering to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.

The Underwriter acknowledges that sales of any Series 2019 Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section. Further for purposes of this Section:

"public" means any person other than an underwriter or a related party;
and

a purchaser of any Series 2019 Bonds is a "related party" to an underwriter
if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interest or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interest by one entity of the other); and

"sale date" means the date of execution of this Bond Purchase Agreement is executed by all parties.

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

The District is a local unit of special purpose government, duly organized and established and validly existing under the Act and the Constitution and laws of the State of Florida, with full legal right, power and authority to: (i) adopt the Bond Resolutions and the Assessment Resolutions; (ii) enter into the Financing Documents; (iii) sell, issue and deliver the Series 2019 Bonds to the Underwriter as provided herein; (iv) apply the proceeds of the sale of the Series 2019 Bonds for the purposes described in the Limited Offering Memorandum;
(v) authorize the distribution of the Preliminary Limited Offering Memorandum and execution of the Limited Offering Memorandum; (vi) carry out and consummate the transactions contemplated by the Bond Resolutions, the Assessment Resolutions, the Financing Documents and the Limited Offering Memorandum; (vii) undertake the completion or acquisition of the Phase III Project; and (viii) levy and collect the Series 2019A Special Assessments and the  Series 2019B Special Assessments (collectively, the "Phase III Special Assessments") that will secure the Series 2019A Bonds and the Series 2019B Bonds, respectively. The Issuer has complied, and at the Closing will be in compliance in all respects, with the terms of the Act and with the obligations on its part contained in the Financing Documents and the Series 2019 Bonds.

The District has complied with the Bond Resolutions, the Assessment Resolutions, the Act, and the Constitution and laws of the State of Florida in all matters relating to the Financing Documents and the Series 2019 Bonds, and the imposition, and levy and collection of the Phase III Special Assessments.

The District has duly authorized and approved (1) the execution and delivery, or adoption, as the case may be, and performance of the Financing Documents, the Phase III Special Assessments and the Series 2019 Bonds, (2) the use and distribution of the Preliminary Limited Offering Memorandum and the execution, delivery and distribution of the Limited Offering Memorandum, and (3) the taking of any and all such action as may be required on the part of the District to carry out, give effect to and consummate the transactions contemplated by the Financing Documents, the Phase III Special Assessments, the Series 2019 Bonds and the Limited Offering Memorandum.

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

When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Series 2019 Bonds will have been duly authorized, executed, authenticated, issued and delivered and will constitute legal, valid and binding special obligations of the District, conforming to the Act, and entitled to the benefit and security of the Indenture.

Upon the execution, authentication, issuance and delivery of the Series 2019A Bonds as aforesaid, the Third Supplemental Indenture will provide, for the benefit of the holders from time to time of the Series 2019A Bonds, a legally valid and binding pledge of and a  security interest in and to the Series 2019A Trust Estate pledged to the Series 2019A Bonds, subject only to the provisions of the Third Supplemental Indenture permitting the application of the Series 2019A Pledged Revenues for the purposes and on the terms and conditions set forth in the Third Supplemental Indenture. Upon the execution, authentication, issuance and delivery of the Series 2019B Bonds as aforesaid, the Fourth Supplemental Indenture will provide, for the benefit of the holders from time to time of the Series 2019B Bonds, a legally valid and binding pledge of and a security interest in and to the  Series  2019B  Trust  Estate  pledged  to  the  Series 2019B Bonds, subject only to the provisions of the Fourth Supplemental Indenture permitting the application of the Series 2019B Pledged Revenues for the purposes and on the terms and conditions set forth in the Fourth Supplemental Indenture.

Other than any approvals that might be required under the securities laws of any state, no approval, permit, consent or authorization of, or registration or filing with, any governmental or public agency or authority or any other entity not already obtained or made, or to be made simultaneously with the issuance of the Series 2019 Bonds, is required to be obtained by the District in connection with the issuance and sale of the Series 2019 Bonds, or the execution and delivery by the District of, or the due performance of its obligations under the Financing Documents and the Series 2019 Bonds, and any such approvals, permits, consents or authorizations so obtained are in full force and effect.

The District is not in breach of or in default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States, the Financing Documents, the Series 2019 Bonds or any applicable judgment or decree or any other loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, that could have a materially adverse effect on the business or operations of the District, and the District has not received notice of any event of default by the District under any such instrument.

The execution and delivery by the District of the Financing Documents,  the Series 2019 Bonds and any other instrument to which the District is a party and which is used or contemplated for use in conjunction with the transactions contemplated by the Financing Documents, the Series 2019 Bonds or the Limited Offering Memorandum, and the compliance with the provisions of each such instrument and the consummation of any transactions contemplated hereby and thereby, will not conflict with or constitute a breach of, or default  under any indenture, contract, agreement, or other instrument to which the District is a party or by which it is bound, or to the best of its knowledge under any provision of the Constitution of the State of Florida or any existing law, rule, regulation, ordinance, judgment, order or decree to which the District (or any of its supervisors or officers in their respective capacities as such) or its properties is subject.

Except as disclosed in the Limited Offering Memorandum, there is no action, suit, hearing, inquiry or investigation, at law or in equity, before or by any court, public board, agency or body, pending or, to the best knowledge of the District, threatened against or affecting the District or any of its supervisors in their respective capacities as such, in which an unfavorable decision, ruling or finding would, in any material way, adversely affect (1) the transactions contemplated by the Financing Documents, the Series 2019 Bonds or the proceedings relating to the Phase III Special Assessments, (2) the organization, existence or powers of the District or  any of its supervisors or officers in their respective capacities as such, (3) the business, properties or assets or the condition, financial or otherwise, of the District, (4) the validity or enforceability of the Series 2019 Bonds, the Financing Documents, the Phase III Special Assessments or any other agreement or instrument to which the District is a party and which is used or contemplated for use in the transactions contemplated hereby or by the Indenture, (5) the exclusion from gross income for federal income tax purposes of the interest on the Series 2019A Bonds and the   Series 2019B-1 Bonds (collectively, the "Tax-Exempt Bonds"), (6) the exemption under the Act of the Tax-Exempt Bonds and the interest thereon from taxation imposed by the State of Florida,
(7) the legality of investment in the Series 2019 Bonds for certain investors as provided in the Act, (8) the issuance, sale or delivery of the Series 2019 Bonds, or (9) the collection of the   Phase III Special Assessments and the pledge thereof under the Indenture to pay the principal or premium, if any, or interest on the Series 2019 Bonds.

The District has not issued, assumed or guaranteed any indebtedness, incurred any material liabilities, direct or contingent, or entered into any contract or arrangement of any kind payable from or secured by a  pledge  of  the  Series  2019A  Trust  Estate  pledged  to  the  Series 2019A Bonds with a lien thereon prior to or on a parity with the lien of the Series 2019A Bonds. The District has not issued, assumed or guaranteed any indebtedness, incurred any material liabilities, direct or contingent, or entered into any contract or arrangement of any kind payable from or secured by a pledge of the Series 2019B Trust Estate pledged to the

Series 2019B Bonds with a lien thereon prior to or on a parity with the lien of the Series 2019B Bonds.

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

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

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

Other than as disclosed in the Limited Offering Memorandum, the District is not in default and has not been in default at any time after December 31, 1975 as to principal or interest with respect to any obligations issued or guaranteed by the District.

The Closing. At 12:00 noon, New York time, on [March , 2019], or at such  earlier or later time or date to which the Issuer and the Underwriter may mutually agree, the Issuer will, subject to the terms and conditions hereof, deliver the Series 2019 Bonds to the Underwriter in full book-entry form, duly executed, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the aggregate purchase price of the Series 2019 Bonds as set forth in Paragraph 1 hereof (such delivery of and payment for the Series 2019 Bonds is herein called the "Closing"). The Issuer shall cause CUSIP identification numbers to  be  printed  on the  Series 2019 Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Series 2019 Bonds in accordance with the terms of this Bond Purchase Agreement. The Closing shall occur at the offices of the Issuer, or such other place to which the Issuer and the Underwriter shall have mutually agreed. The Series 2019 Bonds shall be prepared and delivered as fully registered bonds in such authorized denominations and registered in full book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC") and shall be delivered to DTC during the business day prior to the Closing for purposes of inspection, unless the DTC "F.A.S.T." procedure is used which requires the Registrar to retain possession of the Series 2019 Bonds.

Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations, warranties and agreements of the District contained herein and contained in the documents and instruments delivered at the Closing, and upon the performance by the District of its obligations hereunder, as of the date of the Closing. Accordingly, the Underwriter's obligations under this Bond Purchase Agreement to cause the purchase, acceptance of delivery and payment for the Series 2019 Bonds shall be subject to the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions:

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

At the Closing, (1) the Financing Documents and the Phase III Special Assessments shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and the District shall have adopted and there shall be in full force and effect such additional agreements therewith and in connection with the issuance of the Series 2019 Bonds all such action as in the reasonable opinions of Bond Counsel and Disclosure Counsel, shall be necessary in connection with the transactions contemplated hereby, (2) the Limited Offering Memorandum shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, (3) there shall not have occurred any event that causes the Limited Offering Memorandum or any amendment or supplement thereto to contain an untrue or misleading statement of fact that in the opinion of the Underwriter or its counsel is material or omits to state a fact that in the opinion of the Underwriter or its counsel is material and necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (4) the District shall perform or shall have performed all of its obligations under or specified in the Financing Documents to be performed at or prior to the Closing, and (5) the Series 2019 Bonds shall have been duly authorized, executed, authenticated and delivered;

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

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

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

The Master Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, and the proceedings relating to the levy of the Phase III Special Assessments, certified by authorized officers of the District as true and correct copies;

The Limited Offering Memorandum, executed on behalf of the District by the Chairman or Vice Chairman of its Board, and each supplement or amendment, if any, thereto;

A certificate of the District, dated the date of Closing, signed on its behalf by the Chairman, Vice Chairman or a Designated Member and the Secretary or an Assistant Secretary of its Board, in substantially the form of Exhibit E hereto;

An opinion, dated the date of Closing, of Greenberg Traurig, P.A., Orlando, Florida, Bond Counsel, substantially in the form attached as an Appendix to the Limited Offering Memorandum;

A supplemental opinion, dated the date of Closing, of Bond Counsel to the effect that (i) the Underwriter may rely on the approving opinion of Bond Counsel as though such opinion were addressed to them; (ii) the Series 2019 Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Section 304(a)(4) of the Trust Indenture Act of 1939, as amended (the "1939 Act") and it is not necessary in connection with the sale of the  Series 2019 Bonds to the public to register the Series 2019 Bonds under the 1933 Act, or to qualify the Indenture under the 1939 Act; (iii) Bond Counsel has reviewed the statements contained in the Official Statement under the sections captioned "DESCRIPTION OF THE SERIES 2019 BONDS" (other than the portion thereof captioned "Book-Entry Only System" and other than any information therein relating to DTC or the book-entry system) and "SECURITY FOR AND SOURCES OF PAYMENT FOR THE SERIES 2019 BONDS" and are of the opinion that insofar as such statements purport to summarize certain provisions of the Series 2019 Bonds and the Indenture, that such statements fairly represent the documents purported to be summarized therein; and
(iv) Bond Counsel has also reviewed the statements contained in the Official Statement under the section captioned "TAX MATTERS" and is of the opinion that insofar as such sections purport to summarize the provisions of the Internal Revenue Code of 1986, as amended, and applicable laws of the State of Florida, such statements are correct as to matters of law;

An opinion, dated the date of Closing, of Hopping Green & Sams, P.A., Tallahassee, Florida, District Counsel, in substantially the form attached hereto as  Exhibit F;

A copy of the Third Supplemental Special Assessment Methodology Report, dated February 2019, prepared by Governmental Management Services, LLC and a certificate from such firm in substantially the form attached hereto as Exhibit G;

An opinion, dated the date of Closing and addressed to the Issuer (with a reliance  letter  thereto  addressed  to  the  Underwriter),  of  Greenberg  Traurig,  P.A.,

disclosure counsel to the Issuer ("Disclosure Counsel"), in form and substance satisfactory to the Underwriter;

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

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

A copy of the Engineer's Report of McCranie & Associates, Inc. (the "Consulting Engineer") and a certificate from the Consulting Engineer, in substantially the form attached hereto as Exhibit J dated the date of Closing and addressed to the Issuer and the Underwriter;

A certificate, dated the date of Closing, of the authorized officers of the District to the effect that, on the basis of the facts, estimates and circumstances in effect on the date of Closing, it is not expected that the proceeds of the Tax-Exempt Bonds will be used in a manner that would cause the Tax-Exempt Bonds to be "arbitrage bonds" within the meaning of Section 148 of Internal Revenue Code of 1986, as amended;

Specimen Bonds;

A copy of the executed Letter of Representations between the District and The Depository Trust Company, New York, New York;

Executed copies of the Financing Documents;

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

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

Executed copy by the Developer of the Declaration of Consent to Jurisdiction of Amelia Concourse Community Development District and to Imposition of Phase III Special Assessments; and

Such additional legal opinions, certificates (including such certificates as may be required by regulations of the Internal Revenue Service in order to establish the tax exempt character of the Tax-Exempt Bonds, which certificates shall be satisfactory in form and substance to Bond Counsel), and other evidence as the Underwriter, Bond Counsel or Underwriter's Counsel may deem necessary to evidence the truth and accuracy as of the Closing of the representations and warranties of the District herein

contained and of the information contained in the Limited Offering Memorandum and the due performance and satisfaction by the District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by it.

All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance as set forth herein or as described herein or as otherwise satisfactory to the Underwriter. Receipt of, and payments for, the Series 2019 Bonds shall constitute evidence of the satisfactory nature of such as to the Underwriter. The performance of any and all obligations of the District hereunder and the performance of any and all conditions herein for the benefit of the Underwriter may be waived by the Underwriter in their sole discretion.

If the District shall be unable to satisfy the conditions to the obligations of the Underwriter to cause the purchase, acceptance and delivery and payment for the Series 2019 Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to cause the purchase, acceptance of delivery and payment of the Series 2019 Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate, and neither the Underwriter nor the District shall be under further obligation hereunder, but the respective obligations of the Underwriter and the District set forth in Section 10 hereof shall continue in full force and effect.

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

the marketability of the Series 2019 Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation (other than any actions taken by either House of Congress on or prior to the date hereof) (i) enacted or adopted by the United States, (ii) recommended to the Congress or otherwise endorsed for passage, by press release, other form of notice or otherwise, by the President of the United States, the Chair or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, the Treasury Department of the United States or the Internal Revenue Service, or (iii) favorably reported out of the appropriate Committee for passage to either House of the Congress by any full Committee of such House to which such legislation has been referred for consideration, or by any decision of any court of the United States or by any order, rule or regulation (final, temporary or proposed) on behalf of the Treasury Department of the United States, the Internal Revenue Service or any other authority or regulatory body of the United States, or by a release or announcement or communication issued or sent by the Treasury Department or the Internal Revenue Service of the United States, or any comparable legislative, judicial or administrative development affecting the federal tax status of the Issuer, its property or income, obligations of the general character of the Series 2019 Bonds, as contemplated hereby, or the interest thereon; or

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

adversely affects the market for the Series 2019 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2019 Bonds to be purchased by them; or

any amendment to the Limited Offering Memorandum is proposed by the Issuer or deemed necessary by Bond Counsel, or the Underwriter which, in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2019 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2019 Bonds to be purchased by them; or

there shall have occurred any outbreak or escalation of hostility, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Underwriter, impractical or inadvisable to proceed with the offering or delivery of the Series 2019 Bonds as contemplated by the Limited Offering Memorandum (exclusive of any amendment or supplement thereto); or

legislation shall be enacted or adopted, or any action shall be taken by, or on behalf of, the Securities and Exchange Commission which, in the reasonable opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Series 2019 Bonds to be registered under the Securities Act of 1933, as amended, or the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, or any laws analogous thereto relating to governmental bodies, and compliance therewith cannot be accomplished prior to the Closing; or

legislation shall be introduced by amendment or otherwise in or be enacted by, the House of Representatives or the Senate of the Congress of the United States, or a decision by a Court of the United States of America shall be rendered, or a stop order, ruling, release, regulation, Limited Offering Memorandum or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental authority having jurisdiction of the  subject matter of the Series 2019 Bonds shall have been proposed, issued or made (which is beyond the control of the Underwriter or the Issuer to prevent or avoid) to the effect that the issuance, offering or sale of the Series 2019 Bonds as contemplated hereby or by the Limited Offering Memorandum, or any document relating to the issuance, offering  or  sale  of  the  Series 2019 Bonds is or would be in violation of any of the federal securities laws at Closing, including the Securities Act of 1933, as amended and then in effect, the Securities Exchange Act of 1934, as amended and then in effect, or the Trust Indenture Act of 1939, as amended and then in effect, or with the purpose or effect of otherwise prohibiting the offering and sale of obligations of the general character of the Series 2019 Bonds, or the Series 2019 Bonds, as contemplated hereby; or

there shall have occurred, after the signing hereof, either a financial crisis or a default with respect to the debt obligations of the Issuer or proceedings under the federal or State of Florida bankruptcy laws shall have been instituted by the Issuer, in either case the effect of which, in the reasonable judgment of the Underwriter, is such as to materially and adversely affect (i) the market price or the marketability of the Series 2019 Bonds, or (ii) the ability of the Underwriter to enforce contracts for the sale of the Series 2019 Bonds; or

a general banking moratorium shall have been declared by the United States,  New York or Florida authorities, which in the reasonable opinion of the Underwriter, materially

adversely affects the market for the Series 2019 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2019 Bonds to be purchased by them; or

any national securities exchange, or any governmental authority, shall impose, as to the Series 2019 Bonds or obligations of the general character of the Series 2019 Bonds any material restrictions not now in force, or increase materially those now in force, with respect to the establishment of material restrictions upon trading of securities, including limited or minimum prices, by any governmental authority or by any national securities exchange, which in the reasonable opinion of the Underwriter, materially adversely affects the market  for  the  Series 2019 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2019 Bonds to be purchased by it; or

legal action shall have been filed against the Issuer wherein an adverse ruling would materially adversely affect the transactions contemplated hereby or by the Limited Offering Memorandum or the validity of the Series 2019 Bonds, the Bond Resolutions, the Assessment Resolutions, the Indenture, the Continuing Disclosure Agreement or this Bond Purchase Agreement; provided, however, that as to any such litigation, the Issuer may request and the Underwriter may accept an opinion by Bond Counsel, or of other counsel acceptable to the Underwriter, that in such counsel's opinion the issues raised by any such litigation or proceeding are without substance or that the contentions of any plaintiffs therein are without merit; or

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

any information shall have become known which, in the Underwriter's reasonable opinion, makes untrue, incorrect or misleading in any material respect any statement or information contained in the Limited Offering Memorandum, as the information contained therein has been supplemented or amended by other information, or causes the Limited Offering Memorandum, as so supplemented or amended, to contain an untrue, incorrect or misleading statement of a material fact or to omit to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and upon the receipt of notice of same by the Issuer, the Issuer fails to promptly amend or supplement the Limited Offering Memorandum; or

an event occurs as a result of which the Limited Offering Memorandum, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact which is necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading which, in the reasonable opinion of the Underwriter, requires an amendment or supplement to the Limited Offering Memorandum and, in the reasonable opinion of the Underwriter, materially adversely affects the marketability of the Series 2019 Bonds or the contemplated offering prices thereof and upon the receipt of notice by the Issuer, the Issuer fails to promptly amend or supplement the Limited Offering Memorandum; or

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

Expenses.

The District agrees to pay from the proceeds of the Series 2019 Bonds, and the Underwriter shall be under no obligation to pay, all expenses incident to the performance of the District's obligations hereunder, including but not limited to (1) the cost of the preparation, printing or other reproduction (for distribution prior to, on or after the date of acceptance of this Bond Purchase Agreement) of a reasonable number of copies of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum; (2) the fees and disbursements of Bond Counsel, Disclosure Counsel, District Counsel, Governmental Management Services, LLC, as District Manager and Methodology Consultant, McCranie & Associates, Inc., as Consulting Engineer, and any other experts or consultants retained by the District, including, but not limited to, the fees and expenses of the District Manager; (3) the fees and disbursements of Underwriter's counsel; (4) the fees and disbursements of the Trustee, Bond Registrar and Paying Agent under the Indenture; and (5) out-of-pocket expenses of the District.

The Underwriter shall pay (1) the cost of qualifying the Series 2019 Bonds for sale in various states chosen by the Underwriter and the cost of preparing or printing any Blue Sky and legal investment memoranda to be used in connection with such sale; and (2) out-of-pocket expenses, including advertising, incurred by them in connection with their offering and distribution of the Series 2019 Bonds.

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

No Advisory or Fiduciary Role. The District acknowledges and agrees that (i) the purchase and sale of the Series 2019 Bonds pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction between the District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as an advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act), agent or fiduciary of the District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the District with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter or any affiliate of the Underwriter has provided other services or is currently providing other services to the District on other matters) and the Underwriter has no obligation to the District with respect to the offering contemplated hereby except the obligations expressly set forth in this Bond Purchase Agreement, (iv) the District has consulted its own legal, financial  and other advisors to the extent it has deemed appropriate in connection with the offering of the

Series 2019 Bonds, (v) the Underwriter has financial and other interests that differ from those of the District, and (vi) the District has received the Underwriter's G-17 Disclosure Letter.

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

The Underwriter:	MBS Capital Markets, LLC
4890 W. Kennedy Blvd., Suite 940
Tampa, FL 33609 Attn: Edwin Bulleit

The District:

Copy to:

Amelia Concourse Community Development District c/o Governmental Management Services, LLC
475 West Town Place, Suite 114 St. Augustine, FL 32092
Attn: Daniel Laughlin, District Manager Phone: 904-940-5850, ext. 404

Hopping Green & Sams P.A. 119 S. Monroe Street, Suite 300
Tallahassee, FL 32301
Attn: Jason M. Walters, Esq.

Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Issuer and the Underwriter (including the successors or assignees of the Issuer or the Underwriter) and no other party or person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties, covenants and agreements in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) the delivery of and payment for the Series 2019 Bonds pursuant to this Bond Purchase Agreement; or (iii) any termination of this Bond Purchase Agreement but only to the extent provided by the last paragraph of Section 8 hereof.

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

Effectiveness. This Bond Purchase Agreement shall become effective upon the execution of the acceptance hereof by the Chairman, Vice Chairman or a Designated Member of the Board and shall be valid and enforceable at the time of such acceptance.

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

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

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

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

The Issuer is proposing to issue:

$[ 	] of its Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt) (the "Series 2019A Bonds"), for the purposes of (A) funding a portion of the cost of the planning, financing, acquisition, construction, equipping and installation of the Phase III Project; (B) paying a portion of the capitalized interest coming due on the Series 2019A Bonds; (C) funding the Series 2019A Reserve Account established for the Series 2019A Bonds; and (D) paying certain costs associated with the issuance of the Series 2019 Bonds.

$[ 	] of its Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt) (the "Series 2019B-1 Bonds") and for the purposes of (A) funding a portion of the cost of the planning, financing, acquisition, construction, equipping and installation of the Phase III Project; (B) paying a portion of the capitalized interest coming due on the Series 2019B-1 Bonds; (C) funding the Series 2019B-1 Reserve Account; and (D) paying certain costs associated with the issuance of the Series 2019 Bonds.

$[ 	] of its Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the "Series 2019B-2 Bonds") for the purposes of (i) funding a portion of the cost of the planning, financing, acquisition, construction, equipping and installation of the Phase III Project; (ii) paying a portion of the capitalized interest coming due on the Series 2019B-2 Bonds; (iii) funding the Series 2019B-2 Reserve Account; and (vi) paying certain costs associated with the issuance of the Series 2019 Bonds.

The Series 2019A Bonds are expected to be repaid from Series 2019A Pledged Revenues and Series 2019A Pledged Funds and Accounts (except for the Series 2019A Rebate Account), (together, the "Series 2019A Trust Estate") over a period of approximately [ 	] years. At a true interest cost of approximately [ 		]%, total interest paid over the life of the Series 2019A Bonds will be $[ 	].

The Series 2019B-1 Bonds are expected to be repaid from Series 2019B Pledged Revenues and Series 2019B Pledged Funds and Accounts (except for the Series 2019B-1 Rebate Account)  over  a  period  of  approximately  [ 	] years. At a true interest cost of approximately [ 	]%, total interest paid over the life of the Series 2019B-1 Bonds will be
$[ 	]. The Series 2019B-2 Bonds are expected to be repaid from Series 2019B Pledged   Revenues   and   Series 2019B   Pledged   Funds   and   Accounts   over   a   period   of

approximately [ 	] years.	At  a  true  interest  cost  of approximately [ 	]%, total interest paid over the life of the Series 2019B-2 Bonds will be $[ 	].

The source of repayment for the Series 2019A Bonds is the Series 2019A Trust Estate.  Authorizing this obligation will result in an average of approximately $[ 		] not being available to finance other services of the Issuer every year for approximately [        ]    ([ ]) years. The source of repayment for the Series 2019B-1 Bonds is the Series 2019B Trust Estate.  Authorizing this obligation will result in an average of approximately $[ 		] not being available to finance other services of the Issuer every year for approximately [        ]    ([ ]) years. The source of repayment for the Series 2019B-2 Bonds is the Series 2019B Trust Estate.  Authorizing this obligation will result in an average of approximately $[ 	] not being available to finance other services of the Issuer every year for approximately [ 		] ([ ]) years.

[Remainder of page intentionally left blank]

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

Very truly yours,

MBS CAPITAL MARKETS, LLC

Accepted by:

AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

By:		 Name:  [ 	]
Title: Chairman, Board of Supervisors

By:	 Name: Kevin Mulshine
Title:	Managing Partner

EXHIBIT A

AMOUNT, INTEREST RATE, MATURITY, YIELD, PRICE AND CUSIP NO. †
$[ 		] – [ 	]% Series 2019A (Tax-Exempt) Term Bond due [ 	, 20    ], Yield [ 	]%, Price [ 	]% CUSIP No. [ 	]†
REDEMPTION PROVISIONS
Redemption Provisions

Optional Redemption. The Series 2019A Bonds are subject to redemption prior to maturity at the option of the District in whole or in part at any time on or after May 1, 20 (less than all Series 2019A Bonds to be selected by lot) at the Redemption Price of par together with accrued interest to the date of redemption.

Mandatory Sinking Fund Redemption. The Series 2019A Bonds maturing on May 1,
20      are subject to mandatory redemption in part by the District by lot prior to their scheduled
maturity from moneys in the Series 2019A Sinking Fund Account established under the Third Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the Year

Amortization Installment

May 1 of the Year

Amortization Installment

$	$

*

* Final Maturity

The Series 2019A Bonds maturing on May 1, 20 are subject to mandatory redemption
in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Account established under the Third Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

† Neither the District nor the Underwriter is responsible for the selection, use or accuracy of the CUSIP numbers nor is any representation made as to their accuracy on the Series 2019A Bonds, or as indicated above.

May 1 of the Year

Amortization Installment

May 1 of the Year

Amortization Installment

   
$	$

*

* Final Maturity

The Series 2019A Bonds maturing on May 1, 20  are subject to mandatory redemption   in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Account established under the Third Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the Year

Amortization Installment

May 1 of the Year

Amortization Installment

   
$	$

*

* Final Maturity

Extraordinary Mandatory Redemption. The Series 2019A Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Interest Payment Date, in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of the Phase III Project, by application of moneys transferred from the Series  2019  Acquisition  and  Construction  Account  to  the  Series 2019A Prepayment Subaccount of the Series 2019A Redemption Account in accordance with the terms of the Indenture; or

from Prepayments of Series 2019A Special Assessments deposited into  the  Series 2019A Prepayment Subaccount of the Series 2019A Redemption Account; or

from amounts transferred to the Series 2019A Prepayment Subaccount of the Series 2019A Redemption Account resulting from a reduction in the Series 2019A Reserve

Account Requirement as provided for in the Indenture, and, on the date on which the amount on deposit in the Series 2019A Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2019A Bonds then Outstanding, including accrued interest thereon.

Redemption from Excess Acquisition and Construction Account Proceeds. Excess moneys on deposit in the Series 2019A Acquisition and Construction Account which are to be deposited into a Series 2019A Prepayment Subaccount in the Series 2019A Redemption Account in accordance with the Third Supplemental Indenture shall be deposited into the Series 2019A Prepayment Subaccount in the Series 2019A Redemption Account and applied to the extraordinary mandatory redemption of Series 2019A Bonds.

EXHIBIT B

MATURITY, PRINCIPAL AMOUNT, INTEREST RATE, YIELD, PRICE AND CUSIP NO. †
$[ 	] Series 2019B-1 Serial Bond

Maturity (May 1)

Principal Amount

Interest
Rate	Yield	Price

Initial CUSIP No.†

$	%	%

REDEMPTION PROVISIONS
Redemption Provisions

Optional Redemption. The Series 2019B-1 Bonds shall not be subject to optional redemption.

Mandatory Sinking Fund Redemption. The Series 2019B-1 Bonds shall not be subject to mandatory redemption.

Extraordinary Mandatory Redemption. The Series 2019B-1 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Quarterly Redemption Date, in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of the Phase III Project, by application of moneys transferred from the Series 2019B-1 Acquisition and Construction Account to the Series 2019B Prepayment Subaccount of the Series 2019B Redemption Account in accordance with the terms of this Fourth Supplemental Trust Indenture; and

from Prepayments of Series 2019B Special Assessments deposited into the Series 2019B-1 Prepayment Subaccount of the Series 2019B-1 Redemption Account; and

on the date on which the amount on deposit in the Series 2019B-1 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2019B-1 Bonds then Outstanding, including accrued interest thereon.

Redemption from Excess Acquisition and Construction Account Proceeds. Excess moneys on deposit in the Series 2019B-1 Acquisition and Construction Account which are to be deposited into a Series 2019B-1 Prepayment Subaccount in the Series 2019B-1 Redemption Account in accordance with the Fourth Supplemental Indenture shall be deposited into the

† Neither the District nor the Underwriter is responsible for the selection, use or accuracy of the CUSIP numbers nor is any representation made as to their accuracy on the Series 2019B-1 Bonds, or as indicated above.

Series 2019B-1 Prepayment Subaccount in the Series 2019B-1 Redemption Account and applied to the extraordinary mandatory redemption of the Series 2019B-1 Bonds.

EXHIBIT C

MATURITY, PRINCIPAL AMOUNT, INTEREST RATE, YIELD, PRICE AND CUSIP NO. †
$[ 	] Series 2019B-2 Serial Bond

Maturity (May 1)

Principal Amount

Interest
Rate	Yield	Price

Initial CUSIP No.†

$	%	%

REDEMPTION PROVISIONS

Redemption Provisions

Optional Redemption. The Series 2019B-2 Bonds shall not be subject to optional redemption.

Mandatory  Sinking  Fund  Redemption.  The  Series  2019B-2  Bonds  shall  not  be   subject   to mandatory redemption. Extraordinary Mandatory Redemption. The Series 2019B-2 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Interest Payment Date, in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on or after the Date of Completion of the Phase III Project, by application of moneys transferred from the Series 2019B-2 Acquisition and Construction Account  to  the Series 2019B-2 Prepayment Subaccount of the Series 2019B-2 Redemption Account in accordance with the terms of the Fourth Supplemental Indenture; or

from Prepayments of Series 2019B Special Assessments deposited into  the  Series 2019B-2 Prepayment Subaccount of the Series 2019B-2 Redemption Account; or

from amounts transferred to the Series 2019B-2 Prepayment Subaccount of the Series 2019B-2 Redemption Account resulting from a reduction in the Series 2019B-2 Reserve Account Requirement as provided for in the Fourth Supplemental Indenture, and, on the date on which the amount on deposit in the Series 2019B-2 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2019B-2 Bonds then Outstanding, including accrued interest thereon.

† Neither the District nor the Underwriter is responsible for the selection, use or accuracy of the CUSIP numbers nor is any representation made as to their accuracy on the Series 2019B-2 Bonds, or as indicated above.

Redemption from Excess Acquisition and Construction Account Proceeds. Excess moneys on deposit in the Series 2019B-2 Acquisition and Construction Account which are to be deposited into a Series 2019B-2 Prepayment Subaccount in the Series 2019B-2 Redemption Account in accordance with the Fourth Supplemental Indenture shall be deposited into the Series 2019B-2 Prepayment Subaccount in the Series 2019B-2 Redemption Account and applied to the extraordinary mandatory redemption of the Series 2019B-2 Bonds.

EXHIBIT D

AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT
(Nassau County, Florida)

$[ 	]
Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt)

and

$[ 	] Capital Improvement Revenue Bonds,
Series 2019B-1 (Tax-Exempt)

$[ 	]
Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable)

DISCLOSURE STATEMENT

[March     , 2019]

Amelia Concourse Community Development District Nassau County, Florida

Ladies and Gentlemen:

Pursuant to Section 218.385, Florida Statutes, and with respect to the issuance of the above-referenced bonds (the "Series 2019 Bonds"), MBS Capital Markets, LLC, as underwriter (the "Underwriter"), having purchased the Series 2019 Bonds pursuant to a Bond Purchase Agreement dated [March , 2019] (the "Purchase Agreement") between the Underwriter and Amelia Concourse Community Development District (the "District"), makes the following disclosures in connection with the limited public offering and sale of the Series 2019 Bonds:

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

The total amount of expenses estimated to be incurred by the Underwriter in connection with the issuance of the Series 2019 Bonds is $[ 	]. An itemization of these expenses is attached hereto as Schedule I.

There are no "finders" as such term is used in Sections 218.385 and 218.386, Florida Statutes, in connection with the issuance of the Series 2019 Bonds.

The components of the Underwriter's discount are as follows:

Management Fee:	$[ 	]/$1,000 or	$[ 	]	
Takedown:	$[ 	]/$1,000	or	$[ 	]	
Expenses:	$[ 	]/$1,000	or	$[ 	]	

There are no other fees, bonuses, or other compensation estimated to be paid by the Underwriter in connection with the Series 2019 Bonds to any person not regularly employed or retained by the Underwriter.
The name and address of the Underwriter is set forth below: MBS Capital Markets, LLC
4890 W. Kennedy Blvd., Suite 940
Tampa, FL 33609

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

Very truly yours,

MBS CAPITAL MARKETS, LLC

By:	 Name: Edwin Bulleit
Title: Managing Partner

SCHEDULE I

ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER

Travel Expenses	$[ 	]
Communication	[ 	]
Day Loan	[ 	]
Clearance & Settlement Charges	[ 	]
CUSIP / DTC	[ 	]
  Contingency			[ 		] Total		$[ 		]

SCHEDULE I

EXHIBIT E CERTIFICATE OF DISTRICT
The undersigned, as Chairman and Secretary, respectively, of the Board of Supervisors of Amelia Concourse Community Development District (the "District"), a local unit of special-purpose government duly established and validly existing under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, as amended (the "Act"), hereby certify to MBS Capital Markets, LLC (the "Underwriter") in satisfaction of Section 8(c)(5) of the Bond Purchase Agreement, dated [March   , 2019], with   the District (the "Bond Purchase Agreement") in connection with the issuance by the District of
$[ 	] aggregate principal amount of its Capital Improvement Revenue Bonds,  Series 2019A  (Tax-Exempt)  (the  "Series 2019A  Bonds"), (ii) $[ 	] aggregate principal amount of its Capital Improvement Revenue Bonds, Series  2019B-1  (Tax-Exempt)  (the  "Series 2019B-1   Bonds")   and (iii)  $[ 	] aggregate principal amount of its Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the "Series 2019B-2 Bonds" and, together with the Series 2019B-1 Bonds and Series 2019A Bonds, the "Series 2019 Bonds") as follows (terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Bond Purchase Agreement):

Glen Marvin is the duly appointed and acting Chairman of, and Daniel Laughlin is the duly appointed and acting Secretary to the Board of Supervisors of the District, authorized by resolution of the Board of Supervisors of the District pursuant to the Act to be custodian of all bonds, documents and papers filed with the District and the official seal of the District.

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

Name	Title	Term Expires	
James (Glen) Marvin	Chairman	November 2020	
Harvey Greenberg	Vice Chairman	November 2022	
Jordan Beall	Vice Chairman	November 2022	
Nick Powell	Assistant Secretary	November 2020	
Ellen Cator	Assistant Secretary	November 2022	

The following named persons are the only designated, elected or appointed, qualified and acting officers of the District, holding the office of appointment set forth opposite their names, respectively:

Name	Title

James (Glen) Marvin		Chairman Harvey Greenberg	Vice Chairman
Jordan Beall	Vice Chairman
Nick Powell	Assistant Secretary
Ellen Cator		Assistant Secretary Daniel Laughlin	Secretary and Assistant
Treasurer
James Perry	Assistant Secretary and Treasurer

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

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

The Board of Supervisors of the District, at a duly called and held meetings of the Board of Supervisors of the District on May 10, 2007 and February 19, 2019 duly adopted Resolution Nos. 2007-13 and 2019-[ ], respectively, true and correct copies of which are attached hereto (together, the "Bond Resolution"), which Bond Resolution remains in full force and effect on the date hereof.

The Board of Supervisors of the District duly adopted Resolution No. 2019-[ ],  on February 19, 2019, following a public hearing conducted in accordance with the Act, to fix and establish the Series 2019A Special Assessments and the Series 2019B Special Assessments and the benefitted property, a true and correct copy of which is attached hereto, which  Resolution shall remain in full force and effect on the date hereof.

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

Upon authentication and delivery of the Series 2019 Bonds, the District will not be in default in the performance of the terms and provisions of the Bond Resolution, the Assessment Resolutions or the Indenture.

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

The District has complied with all the agreements and satisfied all the conditions on its part to be complied with on or before the date hereof for delivery of the Series 2019 Bonds

pursuant to the Bond Purchase Agreement, the Bond Resolution, the Assessment Resolutions and the Indenture.

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

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

Except as set forth in the Limited Offering Memorandum, no litigation or other proceedings are pending or to the knowledge of the District threatened in or before any agency, court or tribunal, state or federal, (a) restraining or enjoining or seeking to restrain or enjoin the issuance, sale, execution or delivery of any of the Series 2019 Bonds or the imposition, levy and collection of the Phase III Special Assessments or the pledge thereof to the payment of the principal of and premium, if any, and interest on the Series 2019 Bonds, (b) questioning or affecting the validity of any provision of the Series 2019 Bonds, the Bond Resolution, the Assessment Resolutions, the Phase III Special Assessments or the Financing Documents, as those documents are defined in the Bond Purchase Agreement, (c) questioning or affecting the validity of any of the proceedings or the authority for the authorization, sale, execution or delivery of the Series 2019 Bonds, (d) questioning or affecting the organization or existence of the District or the title of any of its officers to their respective offices or any powers of the District under the laws of the State of Florida, (e) contesting or affecting the Phase III Special Assessments, (f) contesting the accuracy or completeness of the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum or any amendment or supplement thereto,
contesting the exclusion of interest on the Series 2019A Bonds or the Series 2019B-1 Bonds (the "Tax-Exempt Bonds") from federal income taxation, or (h) contesting the exemption from taxation of either Series of the Tax-Exempt Bonds and the interest thereon under Florida law or the legality for investment therein.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, we have hereunder set our hands this [ 	] day of March,
2019.

(SEAL)

By:		 Chairman, Board of Supervisors
Amelia Concourse Community Development District

By:		 Daniel Laughlin,
Secretary, Board of Supervisors
Amelia Concourse Community Development District

EXHIBIT F

FORM OF DISTRICT COUNSEL OPINION

[TO BE PROVIDED BY DISTRICT COUNSEL]

F-1

EXHIBIT G

CERTIFICATE OF GOVERNMENTAL MANAGEMENT SERVICES, LLC

I, 	, Managing Partner of Governmental Management Services, LLC, do hereby certify to Amelia Concourse Community Development District (the "District") and MBS Capital Markets, LLC (the "Underwriter") in connection with the issuance, sale and delivery by the District on this date of (i) $[ 	] aggregate principal amount of Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt) (the "Series 2019A Bonds"), (ii)
$[ 	]  aggregate  principal  amount  of  Capital  Improvement   Revenue   Bonds,  Series 2019B-1  (Tax-Exempt)  (the  "Series 2019B-1  Bonds")  and  (iii)  $[ 	] aggregate principal amount of Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the  "Series 2019B-2" and, together with the Series 2019B-1 Bonds, the "Series 2019B Bonds" and, together with the Series 2019A Bonds, the "Series 2019 Bonds") as follows (terms used and not otherwise defined herein shall have the meaning ascribed to such term in the Limited Offering Memorandum dated [March , 2019] (the "Limited Offering Memorandum") of the District relating to the Series 2019A Bonds and Series 2019B Bonds):

Governmental Management Services, LLC has acted as District Manager and Methodology Consultant to the District in connection with the issuance of the Series 2019 Bonds and has been retained by the District to prepare the Third Supplemental Special Assessment Methodology Report for Capital Improvement Revenue Bonds, Series 2019 (Phase III Project) dated February 2019, comprising a part of the Assessment Proceedings of the District (the "Report");

the Phase III Special Assessments, as initially levied, and as may be reallocated from time to time as permitted by resolutions adopted by the District with respect to the Phase III Special Assessments, are sufficient to enable the District to pay the debt service on the Series 2019 Bonds through the final maturity thereof;

The Phase III Special Assessments provide a special benefit to the properties assessed and the Phase III Special Assessments are fairly and reasonably allocated to the properties assessed;

Governmental Management Services, LLC consents to the use of the Report included as composite Appendix D to the Limited Offering Memorandum;

Governmental Management Services, LLC consents to the references to the firm in the Limited Offering Memorandum;

the Report was prepared in accordance with all applicable provisions of Florida law;

as District Manager, nothing has come to our attention that would lead us to believe that the Limited Offering Memorandum, as it relates to the District, the Phase III Project, or any information provided by us, and the Report, as of their date and as of this date, contained or contains any untrue statement of a material

2019.

fact or omitted or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;

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

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

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

as District Manager, we are not aware of any litigation pending or, to the best of our knowledge, threatened against the District restraining or enjoining the issuance, sale, execution or delivery of the Series 2019 Bonds, or in any way contesting or affecting the validity of the Series 2019 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the Series 2019 Bonds, or the existence or powers of the District.

IN WITNESS WHEREOF, the undersigned has set his hand this [ 	] day of March,

GOVERNMENTAL MANAGEMENT SERVICES, LLC

By:	 Name:
Title:   	

EXHIBIT H

FORM OF CERTIFICATE OF DEVELOPER

The undersigned, the duly authorized representative of DFC Amelia Concourse Phase III, LLC, as the developer (the "Developer") of the development known as Amelia Concourse (the "Development"), does hereby certify to the AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT (the "District") and MBS CAPITAL MARKETS, LLC (the
"Underwriter") that:

This certificate is delivered by the Developer to enable the Underwriter to comply with Rule 15c2-12 under the Securities and Exchange Act of 1934 (the "Rule") in connection with the offering and sale by the District of its (i) $[ 	] Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt) (the "Series 2019A Bonds"),  (ii) $[ 		] Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt) (the "Series 2019B-1 Bonds")  and (iii) $[ 	] Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the "Series 2019B-2 Bonds" and, together with the Series 2019B-1 Bonds, the "Series 2019B Bonds" and, together with the   Series 2019A Bonds, the "Series 2019 Bonds"). Capitalized terms that are used in this certificate and not otherwise defined shall have the meanings assigned to such terms in the Limited Offering Memorandum, dated [March , 2019] (the "Limited Offering Memorandum") and the Bond Purchase Agreement, dated [March  , 2019], between the Underwriter and the District   (the "Bond Purchase Agreement").

The information contained in the Limited Offering Memorandum under the heading "THE DEVELOPER" and, as it pertains to the Developer and its interest in the Development, under the headings "INTRODUCTION," "THE PHASE III PROJECT," "THE DEVELOPMENT," "CONTINUING DISCLOSURE" and "LITIGATION – The Developer" contains no untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading as of the date of the Limited Offering Memorandum and as of the date hereof.

There has been no action taken by or omitted by the Developer that impairs the contemplated transactions by the District with respect to the Series 2019 Bonds, including: (a) the issuance and sale of the Series 2019 Bonds upon the terms set forth in the Bond Purchase Agreement; (b) the approval of the Limited Offering Memorandum and the signing of the Limited Offering Memorandum by a duly authorized officer of the District; (c) the acquisition and construction of the Phase III Project (as described in the Limited Offering Memorandum); and (d) the execution, delivery and receipt of the Bond Purchase Agreement, the Series 2019 Bonds, the Master Trust Indenture dated as of July 1, 2007 (the "Master Indenture"), as supplemented by the Third Supplemental Trust Indenture dated as of March 1, 2019 (the "Third Supplemental Indenture") with respect to the Series 2019A Bonds, and as further supplemented by the Fourth Supplemental Trust Indenture dated as of March 1, 2019 (the "Fourth Supplemental Indenture" and, together with the Third Supplemental Indenture and the Master Indenture, the "Indenture") with respect to the Series 2019B Bonds, the Continuing Disclosure

Agreement, the True-Up Agreement, the Completion Agreement, the Acquisition Agreement, the Declaration of Consent to Jurisdiction of Amelia Concourse Community Development District and to Imposition of Phase III Special Assessments, the Collateral Assignment, and any and all such other agreements or documents as may be required to be executed, delivered and received by the District in order to carry out, give effect to, and consummate the transactions contemplated by the Limited Offering Memorandum and the Indenture. The Developer acknowledges and consents to those provisions of the Bond Purchase Agreement which reference it.

The consummation of the transactions described in the Limited Offering Memorandum does not on the date hereof and will not at the time of such consummation, conflict with or constitute on the part of the Developer a breach or violation of the terms and provisions of, or constitute a default under any existing agreement or indenture, mortgage, lease, deed of trust, note or other instrument, to which the Developer is subject or by which it or its properties are or may be bound. The consummation of the transactions described in the Limited Offering Memorandum does not, on the date hereof, and will not at the time of such consummation, to the best of the Developer's knowledge, conflict with or constitute on the part of the Developer a breach or violation of the terms and provisions of, or constitute a default under any existing constitution, laws, court or administrative rule or regulations, to which it is subject, or any decree, order or judgment to which it is a party or by which it is bound in force and effect on the date hereof, which would have a material adverse effect on the Series 2019 Bonds or the Development.

The Developer is not in default under any resolution, agreement or indenture, mortgage, lease, deed of trust, note or other instrument to which the Developer is subject, or by which it or its properties are or may be bound, which would have a material adverse effect on the Series 2019 Bonds or the Development.

There is no action, suit or proceeding at law or in equity by or before any court or public board or body pending or threatened, to the best of the Developer's knowledge, against the Developer: (a) seeking to restrain or enjoin the issuance or delivery of the Series 2019 Bonds or the application of the proceeds thereof, or the levy or collection of the Phase III Special Assessments, (b) contesting or affecting the authority for the issuance of the Series 2019 Bonds or the validity or enforceability of the Series 2019 Bonds, the Indenture, the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Acquisition Agreement, the Completion Agreement, the True-Up Agreement, Collateral Assignment, or the Declaration of Consent to Jurisdiction of Amelia Concourse Community Development District and to  Imposition  of  Phase III Special Assessments, or the transactions contemplated thereunder, (c) contesting or affecting the establishment or existence, of the Developer or any of its officers or employees, its assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Developer, including its power to develop the Development.

That portion of the District property securing Phase III Special Assessments for the Series 2019 Bonds is free and clear of any commercial mortgage encumbrance (i.e., non single-family home mortgages obtained by homeowners) other than as disclosed in the Limited Offering Memorandum.

The Developer is complying in all material respects with all provisions of applicable law in all material matters relating to the Development and the District and its undertaking as described in the Limited Offering Memorandum and the Indenture including applying for all necessary permits. The Developer hereby certifies that: (a) it  has  the  appropriate land use and zoning approvals under the Comprehensive Plan for Nassau County, Florida and the Land Development Code approved by the County to permit the development of the Development and the construction of the improvements as described in the Limited Offering Memorandum under the headings of "THE DEVELOPMENT," "THE DEVELOPER" and "LITIGATION – The Developer" (b) the Developer is not in default of any zoning condition, permit or development agreement which would adversely affect the District's ability to complete development of the Phase III Project (as described in the Limited Offering Memorandum) or the Developer's ability to complete the Development as described in the Limited Offering Memorandum and all appendices thereto, and (c) assuming compliance by the Developer with the material conditions of the Comprehensive Plan and Land Development Code for the County, and zoning requirements, all of which conditions are within the control of the Developer (subject to applicable future permitting requirements and dedications as identified in the Limited Offering Memorandum) and upon issuance of applicable future permits, the Development and the District will be able to be developed as described in the Limited Offering Memorandum.

IN WITNESS WHEREOF, the undersigned have hereunto set our hands for and on behalf of the Developer as of this [ ] day of March, 2019.

DFC AMELIA CONCOURSE PHASE III, LLC, a
Florida limited liability company

By:   	
 	, its  	

EXHIBIT I

FORM OF OPINION OF COUNSEL TO DEVELOPER

[March , 2019]

Amelia Concourse Community Development District Nassau County, Florida

MBS Capital Markets, LLC Longmont, CO 80503

Re:      Amelia Concourse Community Development District, $[ 		] Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt) (the "Series 2019A Bonds"),  $[ 	] Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt)     (the     "Series 2019B-1     Bonds")   and    $[ 	] Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the "Series 2019B-2 Bonds" and, together with the Series 2019B-1 Bonds, the "Series 2019B Bonds" and, together with the Series 2019A Bonds, the "Series 2019 Bonds")

Ladies and Gentlemen:

We have acted as counsel to DFC Amelia Concourse Phase III, LLC, a Florida limited liability company (the "Developer"), in connection with its development of the Amelia Concourse project located in the unincorporated area of Nassau County, Florida (the "Property") described in the Limited Offering Memorandum, dated [March , 2019] relating to the Series 2019 Bonds issued by the Amelia Concourse Community Development District (the "District") (the "Limited Offering Memorandum"). As of the date of this opinion, the Developer is the owner of the Property, as described in the Title Report (defined below) ("Developer Lands"). Unless otherwise defined herein, capitalized terms used herein have the respective meanings assigned to such terms in the Bond Purchase Agreement, dated [March , 2019]  (the  "Contract"), between the District and MBS Capital Markets, LLC (the "Underwriter"), or in the Master Trust Indenture, dated as of July 1, 2007 between the District and U.S. Bank National Association, as trustee, as supplemented by a Third Supplemental Trust Indenture dated as of March 1, 2019, regarding the Series 2019A Bonds, and a Fourth Supplemental Trust Indenture dated as of March 1, 2019, regarding the Series 2019B Bonds (collectively, the "Indenture").

In our capacity as counsel to the Developer, we have examined and are familiar with (i) the Agreement between Amelia Concourse Community Development District and DFC Amelia Concourse Phase III, LLC Regarding the True-Up Payment of the Phase III Special Assessments, dated as of March [ ], 2019, (ii) the Declaration of Consent to Jurisdiction of Amelia Concourse Community Development District and to Imposition of Special Assessments, dated as of March [   ], 2019, (iii) the Continuing Disclosure Agreement, dated March [   ],   2019, (iv) the Completion Agreement, dated as of March [ ], 2019, (v) the Agreement between

the Amelia Concourse Community Development District and DFC Amelia Concourse Phase III, LLC Regarding the Acquisition of Certain Work Product, Improvements and Real Property dated March [ ], 2019; (vi) the Agreement between the Amelia Concourse Community Development District and DFC Amelia Concourse Phase III, LLC Regarding the Completion of Certain Improvements dated March [  ], 2019;  and the Collateral Assignment and Assumption  of Developer Rights with the Developer (collectively, the "Developer Agreements").

Also, we have examined the following organizational documents (collectively, the "Developer Organizational Documents"):

Application by a Florida Limited Liability Company for authorization to transact business in Florida, filed with the Florida Secretary of State on [January 19, 2016, as Document No. L16000003172];

On-line confirmation through the Florida Department of State Division of Corporations of the active status of Developer in the State of Florida; and

Certified copy of Action by Written Consent of the Manager of the Developer dated 	 , 2019.

[INSERT ADDITIONAL ORGANIZATION DOCUMENTS REVIEWED]

We have made such examination of laws as we have deemed necessary or appropriate in rendering the opinions set forth below. We have further relied upon certificates and representations made by the Developer, the Developer's representatives and the parties to this transaction described in the Limited Offering Memorandum.

The opinions hereinafter expressed are subject to the following qualifications:

The enforceability of the Developer Agreements in accordance with their respective terms is subject to (i) the effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights and/or remedies generally, and (ii) general principles of equity, commercial reasonableness, and good faith which limit specific enforcement of, or indemnification provisions in the documents. Our opinion as to enforceability of any document is, therefore, subject to limitations imposed by bankruptcy, insolvency, reorganization, moratorium, liquidation, readjustment of debt, or similar laws relating to or affecting creditors' rights and/or remedies generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), commercial reasonableness, good faith and the exercise of judicial discretion in appropriate cases.

Certain rights and remedies contained in the Developer Agreements may be rendered ineffective, or limited, by applicable laws or judicial decisions governing such provisions, but such laws and judicial decisions do not, in our opinion, make the Developer Agreements inadequate for the practical realization of the benefits intended to be provided by the Developer Agreements.

We have examined the originals or copies of such records of the Developer, certificates of public officials, the Developer's Organizational Documents, and such other agreements, instruments and documents that we have deemed necessary as a basis for the opinions hereinafter expressed.

In rendering the foregoing opinions, we have assumed the accuracy and truthfulness of all public records and of all certifications, documents and other proceedings examined by us that have been executed or certified by the public officials acting within the scope of their official capacities and have not verified the accuracy or truthfulness thereof.

In rendering this opinion, we have assumed the genuineness of all signatures (other than those of the Developer), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the legal capacity of all natural persons.

Except for the Developer, we have assumed that each other party to the Developer Agreements has the requisite power and authority to enter into and perform its respective obligations under the Developer Agreements and has duly authorized and executed and delivered the respective Developer Agreements, and that such Developer Agreements are valid, binding and enforceable against such other parties.

We have assumed that the Developer Agreements reviewed by us contain the entire agreement of the parties with respect to the subject matter thereof. Based upon inquiry of the Developer, we understand that there are no other oral or written agreements between the parties that would modify the Developer Agreements.

As to any fact relevant to this opinion, we have relied solely upon representations of the Developer. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any such facts, and no inference as to our knowledge of the existence of such facts should be drawn from the fact of our representation of the Developer. Whenever our opinion herein with respect to the existence or absence of facts is indicated to be based upon our knowledge or awareness, it is intended to signify that during the course of our representation of the Developer as herein described, no information has come to our attention which would give us actual knowledge of the existence or absence of such facts.

The opinions expressed herein relate solely to Florida and federal law, as now existing. We express no opinion with regard to any matters which may be, or which purport to be, governed by the laws of any other state or jurisdiction.

Nothing herein shall be construed as an opinion regarding the possible applicability of Federal or state securities or "blue sky" laws, as to which no opinion is expressed.

We exclude from this opinion letter an opinion as to the applicability or effect of any Federal or state taxes, including income taxes, sales taxes and franchise fees.

We express no opinions other than those specifically set forth herein and no other opinions may be considered implied or inferred hereby.

Based upon the foregoing, and subject to the qualifications set forth herein, we are of the opinion that:

The Developer is a limited liability company, duly organized and validly existing under the laws of the State of Florida.

The Developer has the power and authority to conduct its business and undertake the Development as described in the Limited Offering Memorandum.

The execution, delivery and performance by the Developer of the Developer Agreements are within the powers of the Developer and have been duly authorized by all required corporate action. The Developer Agreements are the legal, valid and binding  obligations of the Developer, enforceable in accordance with their respective terms and do not violate the Developer's Organizational Documents. To the best of our knowledge, the Developer Agreements are in full force and effect as of the date hereof, and we are not aware of any event occurring which, with the passage of time or giving of notice or both, would constitute an event of default by the Developer thereunder.

[Based on a review of that certain [ 	] (collectively, the "Title Report"), and without independent inquiry, fee simple title to the Developer Lands is held by the Developer and is subject only to the liens, encumbrances, easements and agreements set forth in the Title Report. The opinion in this paragraph is given as of the date of the Title Report, and we disclaim any obligation to advise you of any change which thereafter may have been brought to our attention. We offer no opinion as to the correctness of the Title Report, and have not undertaken any independent verification as to the title of the Property, including the Developer Lands; however, nothing has come to our attention that would lead us to believe that the Title Report is incorrect.]

To our knowledge based on representations made to us by the Developer, the levy of the Phase III Special Assessments on the Property will not conflict with or constitute a breach of or default under any agreement, indenture or other instrument to which the Developer is a party or to which its property or assets is subject.

To our knowledge based on representations made to us by the Developer, there is no litigation pending or threatened against the Developer or the Developer Lands which would prevent or prohibit the development of the Development in accordance with the description thereof in the Limited Offering Memorandum relating to the Series 2019 Bonds and the Engineer's Report of the Consulting Engineer annexed thereto as Appendix C ("Engineer's Report").

To our knowledge, the Developer has not made an assignment for the benefit of creditors, filed a petition in bankruptcy, petitioned or applied to any tribunal for the appointment

of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute in the States of Florida. To our knowledge, based on representations made to us by the Developer, the Developer has not indicated its consent to, or approval of, or failed to object timely to, any petition in bankruptcy, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee.

Based upon a certificate of the Developer as to agreements to which the Developer is a party, the Developer is not in default under any mortgage, trust indenture, lease or other instrument to which it or any of its assets is subject, which default would have a material adverse effect on the Series 2019 Bonds or the Development.

Nothing has come to our attention that would lead us to believe that the information contained under the captions "THE DEVELOPMENT," "THE DEVELOPER," and "LITIGATION – The Developer" in the Preliminary Limited Offering Memorandum, dated [February , 2019] (the "Preliminary Limited Offering Memorandum"), and the Limited Offering Memorandum is not true and correct in any material respect, or contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading, as of the date of the Limited Offering Memorandum and as of the date hereof.

Based upon our review of the published Nassau County, Florida tax records, all 2017 and prior years taxes relating to the Developer Lands have been paid and there are no real estate taxes currently due which are unpaid.

Based  on  our  review  of  [ 	], we are of the opinion that the Development is zoned and properly designated in the Comprehensive Plan for its intended use. Except as disclosed in the Limited Offering Memorandum, to our actual knowledge, there is no default by the Developer of any zoning condition, permit or development agreement which would adversely affect the Developer's ability to complete development of the Phase III Project or the Development as described in the Limited Offering Memorandum and all Appendices.

This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

We have no obligation to update this opinion letter or otherwise advise you with respect to any event or circumstance arising after the date hereof or with respect to events or circumstances occurring prior to the date hereof which are not known to us but of which we subsequently become aware. This opinion letter is provided as a legal opinion only and not as a guaranty or warranty of the matters discussed herein or in documents referred to herein. No opinion may be inferred or implied beyond the matters expressly stated herein.

[This opinion letter has been prepared and is to be construed in accordance with the Report on Third-Party Legal Opinion Customary Practice in Florida, dated December 3, 2011 (the "Report"). The Report is incorporated by reference into this opinion letter.]

This opinion is solely for the benefit of the addressees and this opinion may not be relied upon in any matter, nor used, by any other persons or entities. This opinion letter is rendered as of the date set forth above, and we express no opinion regarding, nor do we undertake to advise you of, any change in laws, circumstances or events which may occur after that date.

Very truly yours, [Counsel to Developer]

EXHIBIT J

CERTIFICATE OF ISSUER'S CONSULTING ENGINEER

[March     , 2019]
Board of Supervisors
Amelia Concourse Community Development District
Nassau County, Florida

MBS Capital Markets, LLC Longmont, Colorado

Re: Amelia Concourse Community Development District (Nassau County, Florida)   $[ 	] Capital Improvement  Revenue  Bonds, Series 2019A (Tax-Exempt) (the "Series 2019A Bonds"),
$[ 	] Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt) (the "Series 2019B-1 Bonds") and $[ 	] Capital Improvement Revenue  Bonds,  Series 2019B-2  (Taxable)  (the  "Series 2019B-2" and, together with the Series 2019A Bonds and the Series 2019B-1, the "Series 2019 Bonds")

Ladies and Gentlemen:

The undersigned serves as the Consulting Engineer to the Amelia Concourse Community Development District (the "District"). This Certificate is furnished pursuant to Section 8(c)(13) of the Bond Purchase Agreement dated [March , 2019] between the District and MBS Capital Markets, LLC (the "Bond Purchase Agreement") relating to the sale of the above-captioned Series 2019 Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in said Bond Purchase Agreement or in the Limited Offering Memorandum dated [March , 2019] relating to the Series 2019 Bonds (the "Limited Offering Memorandum").

McCranie & Associates, Inc. (the "Firm") has been retained by the District to serve as the Consulting Engineer and to prepare the Engineer's Report of Consulting Engineer (the "Report") included as an appendix to the Limited Offering Memorandum. Consent is hereby given to the references to the Firm and the Report in the Limited Offering Memorandum and to the inclusion of the Report as an appendix to the Limited Offering Memorandum.

The Report was prepared in accordance with generally accepted engineering practices.

In connection with the preparation of the Report, personnel of the Firm participated in meetings with representatives of the District and its counsel, Bond

Counsel, the Underwriter and its counsel and others in regard to the Phase III Project.  The Phase III Project consists solely of infrastructure and other improvements set forth in the Act. Nothing has come to the attention of the Firm in relation to our engagement as described in this paragraph which would cause us to believe that the Report was, as of its date, or is as of the date hereof, or any of the statements in the Limited Offering Memorandum specifically attributed to the Firm were, as of the respective date of the Limited Offering Memorandum, or are as of the date hereof, inaccurate in any material respect.

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

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

The proceeds of the Series 2019 Bonds deposited in the Series 2019 Acquisition and Construction Account created under the Indenture together with the investment earning thereon shall be sufficient to complete the portion of the Phase III Project to be financed with proceeds of the Series 2019 Bonds.

MCCRANIE & ASSOCIATES, INC.

By:	 Name: Daniel I. McCranie
Title:   	

4.

5.

CONTINUING DISCLOSURE AGREEMENT

This CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement") dated as of [March , 2019] is executed and delivered by the AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT (the "District" or the "Issuer") and DFC AMELIA CONCOURSE PHASE III, LLC, a Florida limited liability company and joined in by the Disclosure Representative and the Trustee (as such terms are herein defined), in connection with the issuance of the following:   (a) $[ 	] Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt) (the "Series  2019A  Bonds"),  (b) $[ 	] Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt) (the "Series 2019B-1 Bonds"),  and  (c)  $[ 	] Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the "Series 2019B-2 Bonds" and, together with the Series 2019B-1 Bonds, the "Series 2019B Bonds" and, together  with  the Series 2019A Bonds, the "Bonds"). The Bonds are being issued pursuant to a Master Trust Indenture (the "Master Indenture"), dated as of July 1, 2007, between the District and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented and amended by that certain Third Supplemental Trust Indenture, dated as of March 1, 2019, between the District and the Trustee relating to the Series 2019A Bonds (the "Third Supplemental Indenture"), and that certain Fourth Supplemental Trust Indenture, dated as of March 1, 2019, between the District  and the Trustee relating to the Series 2019B Bonds (the "Fourth Supplemental Indenture" and, together with the Third Supplemental Indenture and the Master Indenture, the "Indenture"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual promises and other consideration contained herein,  the District and the Developer (as defined herein) covenant and agree as follows:

Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the District and the Developer for the benefit of the Owners (as defined herein) and to assist the Participating Underwriter (as defined herein) in complying with the applicable provisions of Rule 15c2-12(b)(5) promulgated by the U.S. Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended from time to time (the "Rule").

The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture with respect to reports, filings and notifications provided for therein, and do not in any way relieve the District, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the District, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law.

Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in  this Section 2, the following capitalized terms shall have the following meanings:

"Annual Report" shall mean any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

"Annual Filing Date" means the date set forth in Section 4(a) hereof by which the Annual Report is to be filed with the Repository.

"Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement.

"Assessments" shall mean the non-ad valorem special assessments pledged to the payment of the Bonds pursuant to the Indenture.

"Audited Financial Statements" means the financial statements (if any) of the Issuer for the prior fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i)(B) of the Rule and specified in Section 4(a) of this Disclosure Agreement.

"Beneficial Owners" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) is treated as the owner of any Bond for federal income tax purposes.

"Business Day" means a day other than (a) a Saturday, Sunday or day on which banks located in the city in which the designated corporate trust office of the Trustee and Paying Agent is located are required or authorized by law or executive order to close for business and (b) a day on which the New York Stock Exchange is closed.

"Developer" shall mean DFC Amelia Concourse Phase III, LLC, acting in its capacity as the initial Landowner, or any successor Landowner.

"Development" shall have the meaning ascribed to such term in the Limited Offering Memorandum.

"Disclosure Representative" shall mean (a) as to the District, the District Manager or its designee, or such other person as the District shall designate in writing to the Trustee and the Dissemination Agent from time to time as the person responsible for providing information to the Dissemination Agent; (b) as to the Developer, the individual executing this Disclosure Agreement on behalf of the Developer or such person(s) as the Developer shall designate in writing to the Trustee and the Dissemination Agent from time to time as the person(s) responsible for providing information to the Dissemination Agent; and (c) as to any Landowner other than the Developer, such person(s) as the Landowner shall designate in writing to the Trustee and the Dissemination Agent from time to time as the person(s) responsible for providing information to the Dissemination Agent.

"Dissemination Agent" shall mean Governmental Management Services, LLC, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the District and which has filed with the District and Trustee a written acceptance of such designation.

"District Manager" shall mean the person or entity serving as District Manager from time to time.

"EMMA" means the Electronic Municipal Market Access system as described in 1934 Act Release No. 59062 and maintained by the MSRB for purposes of the Rule.

"Fiscal Year" shall mean the fiscal year of the District, which is the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law.

"Landowner" means each owner of District Lands, which, along with its affiliates, successors, and assigns (excluding residential homebuyers), is responsible for payment of at least twenty percent (20%) of the Assessments; provided as of the date of the execution and delivery of this Disclosure Agreement, the Developer is the only Landowner.

"Limited Offering Memorandum" shall mean the Limited Offering Memorandum dated,
[ 	 , 2019], prepared in connection with the issuance of the Bonds.

"Listed Event" shall mean any of the events listed in Section 7 of this Disclosure Agreement.

"MSRB" shall mean the Municipal Securities Rulemaking Board. "MSRB Website" shall mean www.emma.msrb.org.
"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s) who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities), which person(s) shall include the District, and for purposes of this Disclosure Agreement only, each Landowner.

"Owners" shall have the meaning ascribed thereto in the Indenture with respect to the Bonds and shall include Beneficial Owners of the Bonds.

"Participating Underwriter" shall mean, MBS Capital Markets, LLC, in its capacity as the original underwriter of the Bonds required to comply with the Rule in connection with the offering of the Bonds.

"Quarterly Filing Date" means the dates set forth in Section 5 hereof by which Quarterly Reports are required to be filed with the Repository.

"Quarterly Report" shall mean any Quarterly Report provided by the Developer or any Landowner, its successors or assigns pursuant to, and as described in, Sections 5 and 6 of this Disclosure Agreement.

"Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. The Repositories approved by the Securities and Exchange Commission may be found by visiting the Securities and Exchange Commission's website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the Repository recognized

by the Securities and Exchange Commission for such purpose is the Municipal Securities Rulemaking Board, which currently accepts continuing disclosure submissions through the EMMA web portal at "http://emma.msrb.org."

"State" shall mean the State of Florida.

Content of Annual Reports.

The Annual Report shall contain or incorporate by reference Annual Financial Information with respect to the District, which includes an update of the financial and operating data of the District to the extent presented in the Limited Offering Memorandum, including:

The amount of Assessments levied for the most recent Fiscal Year;

The amount of Assessments collected from property owners during the most recent Fiscal Year;

The amount of delinquencies greater than 150 calendar days, and, in the event that delinquencies amount to more than ten percent (10%) of the amounts of Assessments due in any year, a list of delinquent property owners;

The amount of tax certificates sold for lands within the District, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year;

The balances in all Funds and Accounts for the Bonds.  The District shall provide any Owners and the Dissemination Agent with this information more frequently than annually and within thirty (30) calendar days of the date of any written request from the Owners or the Dissemination Agent;

The total amount of Bonds Outstanding;

The amount of principal and interest due on the Bonds in the current Fiscal Year; and

The most recent Audited Financial Statements of the District.

To the extent any of the items set forth in subsections (i) through (vii) above are included in the Audited Financial Statements referred to in subsection (viii) above, they do not have to be separately set forth. Any or all of the items listed above may be incorporated by specific reference to documents available to the public on the MSRB Website or filed with the SEC, including offering documents of debt issues of the District or related public entities, which have been submitted to the Repository. The District shall clearly identify any document incorporated by reference.

The District and the Developer each represent and warrant that they will supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure

Agreement. The District and the Developer each acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, the Developer, and others. The Dissemination Agent's duties do not include authorship or  production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the District, the Developer, the Landowners, or others as thereafter disseminated by the Dissemination Agent.

Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided.

Provision of Annual Reports.

Subject to the following sentence, the Issuer shall provide the Annual Report to the Dissemination Agent no later than March 30th after the close of the Fiscal Year, commencing with the Fiscal Year ended September 30, 2019 (the "Annual Filing Date"), in an electronic format as prescribed by a Repository. The Annual Report may be submitted as a  single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3(a) of this Disclosure Agreement; provided that the Audited Financial Statements may be submitted separately from the balance of the Annual Report, and may be submitted up to, but no later than, June 30th after the close of the Fiscal Year. Provided that if the Audited Financial Statements are not available at the time of the filing of the Annual Report unaudited financial statements are required to be delivered as part of the Annual Report  in a format similar to the Audited Financial Statements. If the Issuer's fiscal year changes, the Issuer, shall give notice of such change in the same manner as for  a  Listed  Event  under Section 7(a).

If on the fifteenth (15th) calendar day prior to each Annual Filing Date the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Disclosure Representative of the District by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 4(a) above. Upon such reminder, the Disclosure Representative of the District, shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report in accordance with Section 4(a) above, or (ii) instruct the Dissemination Agent in writing that the Issuer, will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 7(s) has occurred and to immediately send a notice to any Repository in electronic format as required by such Repository in substantially the form attached as Exhibit A hereto.

The Dissemination Agent shall:

determine each year prior to the date for providing the Annual Report the name and address of any Repository; and

promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing any Repository to which it was provided.

Content of Quarterly Reports.

The Developer, so long as it is an Obligated Person for purposes of this Disclosure Agreement, shall prepare a Quarterly Report no later than January 31 (for each calendar quarter ending December 31), April 30 (for each calendar quarter ending March 31), July 31 (for each calendar quarter ending June 30), and October 31 (for each calendar quarter ending September 30) after the end of each calendar quarter commencing with the calendar quarter ending April 30, 2019; provided, however, that so long as any Developer is a reporting company, such dates shall be extended to the date of filing of its respective 10-K or 10-Q, if later, as the case may be (each, a "Quarterly Filing Date"). At such time as the Developer is no longer an Obligated Person, the Developer will no longer be obligated to prepare any Quarterly Report pursuant to this Disclosure Agreement.

Each Quarterly Report shall contain the following information with respect to the lands owned by the Developer in the Development if such information is not otherwise provided pursuant to subsection (c) of this Section 5:

A description of the infrastructure improvements and recreational amenities that have been completed and that are currently under construction, including infrastructure financed by the Bonds;

The percentage of the infrastructure financed by the Bonds that has

been completed; the Assessments;

users;

The number of single-family homes planned on property subject to

The number of single-family homes closed with retail end users;

The number of single-family homes under contract with retail end

The number of single-family lots under contract with builders;

The number of single-family lots closed with builders;

The estimated date of complete build-out of residential units;

Whether the Developer has made any bulk sale of the land subject

to the Assessments other than as contemplated by the Limited Offering Memorandum;

The status of development approvals for the Development;

Materially adverse changes or determinations to permits/approvals for the Development which necessitate changes to the Developer's land-use or other plans for the Development;

Updated plan of finance for the Development (i.e., status of any credit enhancement, issuance of additional bonds to complete project, draw on credit line of Developer, additional mortgage debt, etc.); and

Any event that would have a material adverse impact on the implementation of the Development as described in the Limited Offering Memorandum or on the Developer's ability to undertake the Development as described in the Limited Offering Memorandum.

Any of the items listed in subsection (b) above may be incorporated by reference from other documents which are available to the public on the MSRB Website or filed with the SEC. The Developer shall clearly identify each such other document so incorporated by reference.

If the Developer sells, assigns or otherwise transfers ownership of real property in the Development to a third party, which will in turn be an Obligated Person for purposes of this Disclosure Agreement as a result thereof (a "Transfer"), the Developer hereby agrees to require such third party to assume the disclosure obligations of the Developer hereunder for so long as such third party is an Obligated Person hereunder, to the same extent as if such third party were a party to this Disclosure Agreement. The Developer involved in such Transfer shall promptly notify the District and the Dissemination Agent in writing of the Transfer. For purposes of Sections 3(b), 5, 6 and 7 hereof, the term "Developer" shall be deemed to include each of the Developer and any third party that becomes an Obligated Person hereunder as a result of a Transfer. In the event that the Developer remains an Obligated Person hereunder following any Transfer, nothing herein shall be construed to relieve the Developer from their obligations hereunder.

Provision of Quarterly Reports.

The Developer shall provide a Quarterly Report which contains the information in Section 5 of this Disclosure Agreement to the Dissemination Agent no later than the Quarterly Filing Date for such Quarterly Report. The Dissemination Agent shall  immediately file the Quarterly Report upon receipt from the Developer with each Repository.

If on the seventh (7th) calendar day prior to each Quarterly Filing Date the Dissemination Agent has not received a copy of the Quarterly Report due on such Quarterly Filing Date, the Dissemination Agent shall contact the Developer by telephone and in writing (which may be by e-mail) to remind the Developer of its undertaking to provide the Quarterly Report pursuant to Sections 5 and 6. Upon such reminder, the Developer shall either (i) provide the Dissemination Agent with an electronic copy of the Quarterly Report in accordance with Section 6(a) above, or (ii) instruct the Dissemination Agent in writing that the Developer will not be able to file the Quarterly Report within the time required under this Disclosure Agreement and state the date by which such Developer Report will be provided.

If the Dissemination Agent has not received a Quarterly Report that contains the information in Section 5 of this Disclosure Agreement by the Quarterly Filing Date, a Listed Event described in Section 7(s) shall have occurred and the District and the Developer hereby direct the Dissemination Agent to immediately send a notice to each Repository in electronic format as required by such Repository, no later than the following Business Day in substantially the form attached as Exhibit A hereto, with a copy to the District.

The Dissemination Agent shall:

determine prior to each Quarterly Filing Date the name and address of each Repository; and

promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Developer and the District stating that the Quarterly Report has been provided pursuant to this Disclosure Agreement and stating the date(s) it was provided.

Reporting of Significant Events. Pursuant to the provisions of this Section 7,  the Issuer (and the Developer as to Sections 7(j), 7(l), 7(m), and 7(s) below) shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice of the occurrence of such Listed Event in a timely manner not in excess of ten (10) business days after the occurrence of the event, with the exception of the event described in paragraph (s) below, which notice shall be given in a timely manner:

Principal and interest payment delinquencies;

Non-payment related defaults, if material;

Unscheduled	draws	on	debt	service	reserves	reflecting	financial

difficulties; difficulties;

Unscheduled	draws	on	credit	enhancements	reflecting	financial

Substitution of credit or liquidity providers, or their failure to perform;

Adverse tax opinions, the issuance by the Internal Revenue Service of

proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701–TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

Modifications to rights of the holders of the Bonds, if material;

Bond calls, if material, and tender offers;

Defeasances;

Release, substitution, or sale of property securing repayment of the Bonds,

if material (including property leased, mortgaged or pledged as such security). The sale of any real property owned by a Landowner within the District in the ordinary course of the Landowner's respective business shall not be a Listed Event for purposes of the foregoing;

Rating changes;

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

The consummation of a merger, consolidation, or acquisition involving the District or any Obligated Person or the sale of all or substantially all of the assets of the District or any Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

Appointment of a successor or additional trustee or the change of name of a trustee, if material;

Occurrence of any Event of Default under the Indenture (other than as described in clause (i) above);

Amendment to the Indenture or this Disclosure Agreement modifying the rights of the Owners of the Bonds;

Incurrence of a financial obligation of the Obligated Person, if material, or agreement to covenants, Events of Default, remedies, priority rights, or other similar terms of a financial obligation of the Obligated Person, any of which affect security holders, if material;

Default, event of acceleration, termination event, modification of terms or other similar events under the terms of a financial obligation of the Obligated Person, any of which reflect financial difficulties; and

Failure to provide (i) any Annual Report as required under this Disclosure Agreement that contains, in all material respects, the information required to be included therein under Sections 3(a) and 3(d) of this Disclosure Agreement, respectively, or (ii) any Quarterly Report that contains, in all material respects, the information required to be included therein under Section 5 of this Disclosure Agreement, which failure shall, in all cases, be deemed material under federal securities laws.

Identifying Information. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Agreement to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not  be limited to:

the category of information being provided;

the period covered by any Annual Financial Information, financial statement or other financial information or operation data;

the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate);

the name of any Obligated Person other than the Issuer;

the name and date of the document being submitted; and

contact information for the submitter.

Termination of Disclosure Agreement. In addition to any other provision of  this Disclosure Agreement relating to termination, the Issuer's and the Developer's obligation under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, so long as there is no remaining liability of the Issuer and/or the Developer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Bonds, the Issuer and/or the Developer shall give notice of such termination in the same manner as for a Listed Event under Section 7.

Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination Agent shall be Governmental Management Services, LLC. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement.

Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer, the Developer and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:

If the amendment or waiver relates to the provisions of Section 3(a), 4, 5, 6 or 7, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer and/or the Developer, or the type of business conducted;

The undertaking, as amended or taking into account such waiver, would in the opinion of counsel expert in federal securities laws, have complied with the requirements of

the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interest of the holders or Beneficial Owners of the Bonds.

Notwithstanding the foregoing, the Issuer, the Developer and the Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the SEC from time to time.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the District and/or the Developer shall describe such amendment in its next report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change in accounting principles, on the presentation) of financial information or operating data being presented by the District and the Developer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (a) notice of such change shall be given in the same manner as for a Listed Event; and (b) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer or the Developer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a potential material event, in addition to that which is required by this Disclosure Agreement. If the Issuer or the Developer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer or the Developer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Default. In the event of a failure of the Issuer, the Developer, the Disclosure Representative of the District, the Disclosure Representative of the Developer or a Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Holders of more than 50% aggregate principal amount of outstanding Bonds and receipt of indemnity satisfactory to the Trustee, shall), or any Beneficial Owner of a Bond may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer, the Developer, the Disclosure Representative of the District, the Disclosure Representative of the Developer or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. No default hereunder shall be deemed an Event of Default under the

Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer, the Developer, the Disclosure Representative of the District, the Disclosure Representative of the Developer or the Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.

Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement.

Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Developer, the Dissemination Agent, the Participating Underwriter, the Trustee, and Beneficial Owners of the Bonds, and shall create no rights in any other person or entity.

Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Governing Law. This Disclosure Agreement shall be governed by the laws of  the State of Florida and Federal law.

Agent. The Issuer and the Developer agree that the Dissemination Agent is a  bona fide agent of the Issuer and the Developer and may receive from the Trustee, the Issuer or Developer directly or the Trustee may deliver to the Dissemination Agent at its request and at the expense of the Issuer or the Developer, as applicable, any information or reports it requests that the Issuer and the Developer have a right to request (inclusive of balances, payments, etc.), and in the case of the Trustee, is in the possession of and readily accessible to the Trustee.

[SIGNATURE PAGES TO FOLLOW]

SIGNATURE PAGE FOR CONTINUING DISCLOSURE AGREEMENT
(AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT)

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

AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

ATTEST:

Secretary

By:  	
Chairman, Board of Supervisors

DFC AMELIA CONCOURSE PHASE III,
LLC, a Florida limited liability company

By:	 Name:	 Title:  	

SIGNATURE PAGE FOR CONTINUING DISCLOSURE AGREEMENT
(AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT)

U.S. BANK NATIONAL ASSOCIATION, as Trustee, solely for purposes of acknowledging Sections 13, 15 and 18 hereof.

By:	 Name:	 Title:  	

GOVERNMENTAL MANAGEMENT
SERVICES, LLC, as Dissemination Agent

By:	 Name:	 Title:  	

EXHIBIT A NOTICE TO REPOSITORIES
OF FAILURE TO FILE ANNUAL REPORT/DEVELOPER REPORT

Name of District:	Amelia Concourse Community Development District

Name of Bond Issue:	$ 	Amelia Concourse Community Development
District	Capital	Improvement	Revenue	Bonds, Series [2019A/2019B-1/2019B-2]

Name of Obligated Person:	Amelia	Concourse	Community	Development	District	

Date of Issuance:	DFC Amelia Concourse Phase III, LLC

March , 2019		

NOTICE IS HEREBY GIVEN that [the District][ DFC Amelia Concourse Phase III, LLC (the "Developer")] has not provided a(n) [Annual Report][Quarterly Report] with respect to the above-named Bonds as required by [Section 4][Section 6] of the Continuing Disclosure Agreement dated [March , 2019], among the District, the Developer, the Dissemination Agent and the Trustee named therein for the [Fiscal Year ending September 30, 20 ][quarter ending
 	      , 20   ].	The District has advised the undersigned that it anticipates that the [Annual Report][Quarterly Report] will be filed by 	, 20 	.

Dated: 	, 20 	

[DISSEMINATION AGENT]

cc:	Amelia Concourse Community Development District DFC Amelia Concourse Phase III, LLC

A-1

6.

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

(This space reserved for Clerk)

Jason M. Walters, Esq.
HOPPING GREEN & SAMS, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301

COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT RIGHTS

This Collateral Assignment and Assumption of Development Rights (the “Assignment”) is made and entered into this 	day of 	, 2019, by and between:

DFC AMELIA CONCOURSE PHASE III, LLC, a Florida limited liability company and the owner of certain lands within the boundary of the District whose address is 14701 Phillips Highway, Suite 300, Jacksonville, Florida 32256 (the “Developer”); and

AMELIA	CONCOURSE	COMMUNITY	DEVELOPMENT
DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Nassau County, Florida, whose address is 475 West Town Place, Suite 114, St. Augustine, Florida 32092 (the “District”).

RECITALS

WHEREAS, the District was established by an ordinance adopted by the Board of County Commissioners of Nassau County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”) for the purpose of planning, financing, constructing, acquiring, operating and/or maintaining certain public infrastructure improvements within or without the boundary of the District; and

WHEREAS, the Developer is the owner and developer of the lands within the boundaries of the District (the “Lands”), as more particularly described on Exhibit A attached hereto and incorporated herein by this reference; and
WHEREAS, the District has adopted an improvement plan (the “Capital Improvement Plan”) to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services within the District described as “Phase III Planned Improvements” in that certain Amelia Concourse Subdivision Phase III Engineer’s Report, dated January 7, 2019, (the “Engineer’s Report”); and
WHEREAS, the Capital Improvement Plan is in the amount of approximately
$5,822,330; and

WHEREAS, the District intends to finance all or a portion of the Improvements through
the  anticipated  issuance  of  its  $ 	aggregate  principal  amount  of Amelia
Concourse  Community  Development  District  Capital  Improvement  Revenue  Bonds,  Series
2019A   (Tax-Exempt)   (the   “Series   2019A   Bonds”), its  $ 	aggregate
principal amount of Amelia Concourse Community Development District Capital Improvement Revenue   Bonds,   Series   2019B-1   (Tax-Exempt)   (the   “Series   2019B-1   Bonds”),   and its
$ 		aggregate	principal	amount	of	Amelia	Concourse	Community
Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the “Series 2019B-2 Bonds” and, together with the Series 2019B-1 Bonds, the (“Series 2019B Bonds), and together with the Series 2019A Bonds, the “Series 2019 Bonds”) ; and

WHEREAS, pursuant to Resolutions 2019-02, 2019-03,  2019-06  and  2019-  ,  the District has imposed special assessments (the “Series 2019A Assessments”, and the “Series 2019B Assessments” collectively, the “Series 2019 Assessments”) on the Lands to secure the repayment of the Series 2019 Bonds; and
WHEREAS, the Developer has acquired, or hereafter may acquire, certain rights (the “Development and Contract Rights”) in, to, under, or by virtue of certain contracts, agreements, and other documents, which now or hereafter affect the Lands and the Capital Improvement Plan (collectively the “Contract Documents”); and

WHEREAS, the District and the Developer anticipate developing the Lands consistent with the Engineer’s Report and that certain Third Supplemental Special Assessment Methodology Report for Capital Improvement Revenue Bonds, Series 2019 (Phase III Project), dated  February, 2019 (the “Assessment Report”), until such time as the approval of a plat, declaration of condominium and/or site plan of all Lands and the payment of any true-up amounts due and securing the Series 2019 Bonds (hereinafter referred to as “Development Completion”); and

WHEREAS, in the event of default in the payment of the Series 2019 Assessments securing the Series 2019 Bonds, the District has certain remedies with respect to the lien of the Series 2019 Assessments as more particularly set forth herein, including certain foreclosure rights provided by Florida law (the “Remedied Rights”); and

WHEREAS, as an inducement to the District to issue its Series 2019 Bonds,  it  is necessary to require the assignment of the Development and Contract Rights to complete the Capital Improvement Plan as anticipated by and at substantially the densities and intensities envisioned in the Engineer’s Report and the Assessment Report; and

WHEREAS, this Assignment is not intended to impair or interfere with the development  of the Capital Improvement Plan as anticipated by and at substantially the densities and intensities envisioned in the Engineer’s Report and the Assessment Report and shall only be inchoate and shall become an effective and absolute assignment and assumption of the Development and Contract Rights upon failure of the Developer to pay the Series 2019 Assessments levied against the Lands owned by the Developer; and

WHEREAS, in the event of a transfer, conveyance or sale of any portion of the Lands,   any and all affiliated entities or successors-in-interest to the Developer’s Lands shall be subject

to this Assignment, which shall be recorded in the Official Records of Nassau County, Florida; and

WHEREAS, the rights assigned to the District hereunder shall be exercised in a manner which will not materially affect the intended development of the Capital Improvement Plan.

NOW, THEREFORE, in consideration of the above recitals which  the  parties  hereby agree are true and correct and are hereby incorporated by reference and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the District and the Developer agree as follows:

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

SECTION 2. COLLATERAL ASSIGNMENT.

In the event of Developer’s default in the payment of the Series 2019 Assessments securing the Series 2019 Bonds, the District shall be entitled to exercise its Remedied Rights to secure control and/or title to the Lands. Such exercise of Remedied Rights by the District may include foreclosure proceedings, acceptance of a deed in lieu of foreclosure and the establishment of a special-purpose entity (“SPE”) to hold title to the Lands, as designee of the District. The Developer hereby agrees to unconditionally collaterally assign to the District or its designee, and to the extent assignable, and to the extent that they are owned or controlled by Developer, all of its Development and Contract Rights as security for Developer’s payment and performance and discharge of its obligation to pay the Series 2019 Assessments levied against the Lands. Notwithstanding any contrary terms in this Assignment, the Development and Contract Rights exclude: (i) any portion of the Development and Contract Rights which relate solely to lots which have been conveyed to homebuilders or end-users effective as of such conveyance, and (ii) any portion of the Development and Contract Rights which relate solely to any portion of the Lands which has been transferred, dedicated and/or conveyed, or is in the future conveyed, to Nassau County, the District, any homebuilder, any utility provider, governmental or quasi-governmental entity, any applicable homeowner’s or property owner’s association or other governing entity or association as may be required by the Development and Contract Rights, in each case effective as of such transfer, conveyance and/or dedication, as applicable. Subject to the foregoing, the Development and Contract Rights shall include, but not be limited to, the following:

Any declaration of covenants of a homeowner’s association governing the Lands, as recorded in the Official Records of Nassau County, Florida, and as the same may be supplemented, amended and restated from time to time, including, without limitation, all of the right, title, interest, powers, privileges, benefits and options of the “Developer” or “Declarant” thereunder.

Engineering and construction plans and specifications for grading, traffic capacity analyses, roadways, site drainage, storm water drainage, signage, water distribution, waste water collection, and other improvements to or affecting the Lands.

Preliminary and final plats, declarations of condominium and/or site plans for the Lands.

To the extent that they are owned or controlled by Developer, architectural plans and specifications for buildings and other improvements to the Lands.

Permits, approvals, agreements, resolutions, variances, licenses, and franchises and applications therefor whether approved or in process pending before or granted by governmental authorities, or any of their respective agencies, for or affecting the development of the Lands and construction of improvements thereon.

Contracts with engineers, architects, land planners, landscape architects, consultants, contractors, and suppliers for or relating to the development of the Lands or the construction of improvements thereon, together with all warranties, guaranties and indemnities  of any kind or nature associated therewith.

Franchise or other agreements for the provision of water and waste water service to the Lands, and all hookup fees and utility deposits paid by Developer in connection therewith.

Permit fees, impact fees, deposits and other assessments and impositions paid by Developer to any governmental authority or utility and capacity reservations, impact fee credits and other credits due to Developer from any governmental authority or utility provider, including credit for any dedication or contribution of Lands by Developer in connection with the development of the Lands or the construction of improvements thereon.

All future creations, changes, extensions, revisions, modifications, substitutions, and replacements of any of the foregoing and any guarantees of performance of obligations to Developer arising thereunder by any means, including, but not limited to, pursuant to governmental requirements, administrative or formal action by third parties, or written agreement with governmental authorities or third parties.

This Assignment is not intended to and shall not impair or interfere with the development of the Lands, including, without limitation, any purchase and sale agreements for lots subject to a plat, declaration of condominium and/or site plan (the “Builder Contracts”), and shall only be inchoate and shall become an effective and absolute assignment and assumption of the Development and Contract Rights upon failure of the Developer to pay the Series 2019 Assessments levied against the Lands owned by the Developer, if such failure remains uncured after passage of any applicable cure period; provided, however, that such assignment shall only be effective and absolute to the extent that this Assignment has not been terminated earlier pursuant to the terms hereof.

If this Assignment has not become absolute, it shall automatically terminate upon the earliest to occur of the following events: (i) payment of the Series 2019 Bonds in full; (ii) Development Completion; (iii) transfer of any Development and Contract Rights to Nassau County, the State, the District, any utility provider, any other governmental or quasi-governmental entity, or any homeowners’ or property owner’s association but only to the extent of such transfer; or (iv) transfer of any portion of the Lands that are subject to a plat,

declaration of condominium and/or site plan to a homebuilder or end-user but only as to such portion transferred, from time to time (herein, the “Term”). At Landowner’s request from time  to time, District and Landowner will record a notice or other appropriate instrument in the Public Records of Nassau County, Florida, confirming the end of the Term or the release of any property encumbered by this Assignment (and any other instrument encumbering the property of Landowner), subject to the reasonable approval of the District and subject to conformance with the Capital Improvement Plan and documents applicable thereto.

SECTION 3. DEVELOPER  WARRANTIES.  The  Developer  represents  and  warrants  to the District that, subject to the Builder Contracts now or hereafter executed by the Developer pursuant to the terms of the Builder Contracts:

Other than in connection with the sale of lots to end users located within Lands and in the ordinary course of business, the Developer has made no assignment of the Development and Contract Rights to any person other than the District.

To the actual knowledge of the Developer, the Developer has not done any act or omitted to do any act which will prevent the District from, or limit the District in, acting under any of the provisions hereof.

To the actual knowledge of the Developer, there is no material default under the terms of the existing Contract Documents, subject to any notice and cure periods, and all such Contract Documents remain in full force and effect.

The Developer is not prohibited under agreement with any other person or under any judgment or decree from the execution, delivery and performance of this Assignment.

No action has been brought or threatened which would in any way interfere with the right of the Developer to execute this Assignment and perform all of its obligations herein contained.

Any transfer, conveyance or sale of the Lands, shall subject any and all affiliated entities or successors-in-interest of the Developer to this Assignment.

SECTION 4. DEVELOPER  COVENANTS.  The  Developer  covenants  with  the  District that during the Term (as defined above):

The Developer will use reasonable, good faith efforts to: (i) fulfill, perform, and observe each and every material condition and covenant of the Developer relating to the Development and Contract Rights, including, but not limited to, any material changes in the Development and Contract Rights; and (ii) give notice to the District of any claim of material default relating to the Development and Contract Rights given to or by the Developer, together with a complete copy of any such claim.

In the event of the institution of any involuntary bankruptcy, reorganization or insolvency proceedings against the Developer or the appointment of a receiver or a similar official with respect to all or a substantial part of the properties of the Developer, the

Developer shall endeavor in good faith to have such proceedings dismissed or such appointment vacated within a period of one-hundred and twenty (120) days.

SECTION 5. DISTRICT OBLIGATIONS. Nothing herein shall be  construed  as  an obligation on the part of the District to accept any liability for all or any portion of the Development and Contract Rights unless it chooses to do so in its sole discretion. Nor shall any provision hereunder be construed to place any liability or obligation on the District for compliance with the terms and provisions of all or any portion of the Development and Contract Rights.

SECTION 6. EVENT(S) OF DEFAULT. Any breach of the Developer’s  warranties contained in Section 3 hereof or breach of covenants contained in Section 4 hereof, or the failure to timely pay the Series 2019 Assessments levied and imposed upon Lands owned by the Developer, shall, after the giving of notice and an opportunity to cure (which cure period shall not be less than sixty (60) days, and shall not be construed to extend any other cure periods provided hereunder, unless the District, in its sole discretion, agrees to a longer cure period) constitute an Event of Default (hereinafter referred to as an “Event of Default”) under this Assignment.

SECTION 7.  REMEDIES UPON EVENT(S) OF DEFAULT.	Upon an Event of
Default, the District or the District’s designee may, as the District’s sole and exclusive remedies under this Assignment (and separate and apart from any Remedied Rights or other rights provided by law), take any or all of the following actions, at the District’s option:

Perform any and all obligations of the Developer relating to the Development and Contract Rights and exercise any and all rights of the Developer therein as fully as Developer could;

Initiate, appear in, or defend any action arising out of or affecting the Development and Contract Rights;

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

To be effective upon the occurrence of an Event of Default, and after the Developer’s receipt of a demand notice from the District following an Event of Default, the Developer will use reasonable, good faith efforts: (i) at the sole cost and expense of the Developer, to enforce the performance and observance of each and every material covenant and condition of the Contract Documents to be performed or observed; and (ii) appear in and defend any action involving the Contract Documents or the obligations or liabilities of the Developer or

any guarantor thereunder. Also to be effective upon the occurrence of an Event of Default, and after Developer’s receipt of a demand notice from the District following an Event of Default, the Developer will neither modify the terms of the Contract Documents in any material respect (unless required so to do by the terms thereof or to comply with documents executed in connection with the issuance of the Series 2019 Bonds) nor waive or release any person from the performance of any obligation to be performed under the terms of the Contract Documents or from liability on account of any warranty given by such person, without the prior consent of the District, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Developer will not at any time take any action (or omit to take any action) with respect to the Development and Contract Rights that materially and adversely affect the rights of the District and the holders of the Series 2019 Bonds.

SECTION 8. AUTHORIZATION.  Upon  the  occurrence  of  and  during  the  continuation of an Event of Default, the Developer does hereby authorize and shall direct any party to any agreement relating to the Development and Contract Rights to tender performance thereunder to the District upon written notice and request from the District. Any such performance in favor of the District shall constitute a full release and discharge to the extent of such performance as fully as though made directly to the Developer.

SECTION 9. SECURITY AGREEMENT. Subject to the terms of this Assignment, this Assignment shall be a security agreement between the Developer, as the debtor, and the District, as the secured party, covering the Development and Contract Rights and Contract Documents that constitute personal property governed by the Florida Uniform Commercial Code (the “Code”), and the Developer grants to the District a security interest in such Development and Contract Rights and Contract Documents. Notwithstanding the foregoing, the District shall not be entitled to exercise any right as a secured party, including, without limitation, the filing of any and all financing statements, until the occurrence of an Event of Default hereunder, subject to any applicable notice and cure period.

SECTION 10. AMENDMENTS. This Agreement shall constitute the entire agreement between the parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of all parties, and with the prior written consent of the trustee for the Series 2019 Bonds (the “Trustee”) and the holders owning a majority of the aggregate principal amount of the Series 2019 Bonds then outstanding.

SECTION 11. SUCCESSORS; THIRD PARTY BENEFICIARIES. This Assignment is
solely for the benefit of the District and the Developer and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Assignment. Nothing in this Assignment expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and the Developer any right, remedy, or claim under or by reason of this Assignment or any of the provisions or conditions of this Assignment; and all of the provisions, representations, covenants, and conditions contained in this Assignment shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns. Also notwithstanding anything herein to the contrary, the Trustee, on behalf of the holders of the Series 2019 Bonds, shall be a direct third party beneficiary of the terms and conditions of this Assignment and shall, acting at the direction of the holders owning a majority of the aggregate principal amount of the

Series 2019 Bonds then outstanding, be entitled to cause the District to enforce the Developer’s obligations hereunder. The Trustee has not assumed any obligations hereunder.

SECTION 12. ENFORCEMENT. In the event that either party is required to enforce this Assignment by court proceedings or otherwise, then the parties agree that the prevailing party shall be entitled to recover from the other all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 13. AUTHORIZATION. The execution of this Assignment has been duly authorized by the appropriate body or official of the District and the Developer; both the District and the Developer have complied with all the requirements of law with respect to the executories of this Assignment; and both the District and the Developer have full power and authority to comply with the terms and provisions of this instrument.

SECTION 14. NOTICES. All notices, requests,  consents  and  other  communications under this Assignment (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight courier delivery service, to the parties, as follows:

If to the District:	Amelia Concourse
Community Development District 475 West Town Place, Suite 114 St. Augustine, Florida 32092 Attn: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Jason M. Walters

If to Landowner:	DFC Amelia Concourse Phase III, LLC
14701 Philips Highway, Suite 300
Jacksonville, Florida 32256 Attn:

With a copy to:

Except as otherwise provided in this Assignment, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day.  If any time for giving Notice contained in this Assignment would otherwise expire on a non- business day, the Notice period shall be extended to the next succeeding business day.  Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Developer may deliver

Notice on behalf of the District and the Developer. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

SECTION 15.	ARMS’ LENGTH TRANSACTION. This Assignment has been negotiated fully between the District and the Developer as an arm’s length transaction. Both parties participated fully in the preparation of this Assignment and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Assignment, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Developer.

SECTION 16. APPLICABLE LAW AND VENUE. This Assignment and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Venue shall be in Nassau County, Florida.

SECTION 17. PUBLIC RECORDS. The Landowner understands and agrees that all documents of any kind provided to the District in connection with this Assignment may be  public records and treated as such in accordance with Florida law.

SECTION 18. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Assignment shall not affect the validity or enforceability of the remaining portions of this Assignment, or any part of this Assignment not held to be invalid or unenforceable.

SECTION   19.  LIMITATIONS   ON  GOVERNMENTAL  LIABILITY.	Nothing in this
Assignment shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute, and nothing in this Assignment shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred by sovereign immunity or by other operation of law.

SECTION 20. CONSTRUCTION. The descriptive headings in this Assignment are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Assignment.

SECTION 21. COUNTERPARTS. This Assignment may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

SECTION 22. EFFECTIVE DATE. This  Assignment  shall  be  effective  after  the  last date of execution by the parties hereto on the date reflected above.

[Signatures on Next Page]

IN WITNESS WHEREOF, the Developer and the District have caused this Assignment  to be executed and delivered on the day and year first written above.

WITNESSES:	DFC AMELIA CONCOURSE
PHASE III, LLC, a Florida limited liability company

Witness Signature
Printed name: 	

By:	 Name:	 Title:    	

Witness Signature
Printed name: 	

STATE OF 		) COUNTY OF 		)

The	foregoing	instrument	was	acknowledged	before	me	this	 		day	of
 	, 2019, by 		, as 	of DFC Amelia Concourse Phase III, LLC, for and on behalf of said entity. She/He [ ] is personally known to me or [ ] produced 	as identification.

NOTARY STAMP:

Signature of Notary Public

Printed Name of Notary Public

WITNESSES:	AMELIA	CONCOURSE COMMUNITY
DEVELOPMENT DISTRICT

Witness Signature
Printed name: 		 	
Chairperson, Board of Supervisors

Witness Signature
Printed name: 	

STATE OF FLORIDA	)
COUNTY OF 		)

The	foregoing	instrument	was	acknowledged	before	me	this	 		day	of
 	,  2019,  by 	, as Chairperson of the Board of Supervisors of the Amelia Concourse Community Development District, for and on behalf of the
District.	She/He  [  ]  is  personally  known  to  me  or  [ ]  produced	 	as identification.

NOTARY STAMP:

Signature of Notary Public

Printed Name of Notary Public

EXHIBIT A

7.

AGREEMENT BETWEEN THE AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT AND DFC AMELIA CONCOURSE PHASE III, LLC REGARDING THE ACQUISITION OF CERTAIN WORK PRODUCT, IMPROVEMENTS AND REAL PROPERTY

THIS  AGREEMENT  (the  “Agreement”)  is  made  and  entered  into this   	
 	, 2019, by and between:

AMELIA	CONCOURSE	COMMUNITY	DEVELOPMENT
DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the Nassau County, Florida, whose address is 475 West Town Place, Suite 114, St. Augustine, Florida 32092 (the “District”); and

DFC AMELIA CONCOURSE PHASE III, LLC, a Florida limited liability company and the owner of certain lands within the boundary of the District whose address is 14701 Philips Highway, Suite 300, Jacksonville, Florida 32256 (the “Developer,” and together with the District, the “Parties”).

RECITALS

day of

WHEREAS, the District was established by ordinance of the Board of County Commissioners of Nassau County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), for the purposes of planning, financing, constructing, acquiring, operating and/or maintaining certain public infrastructure improvements; and

WHEREAS, Developer is the owner of the lands located within the boundaries of the District upon which the District has constructed or will construct certain infrastructure improvements (the “Development”); and

WHEREAS, the District has adopted an improvement plan for the planning, design, acquisition, construction, and installation of various infrastructure improvements, facilities and services (the “Improvements”) within the boundaries of the District, and the anticipated cost thereof, as described in that certain Amelia Concourse Subdivision Phase III Engineer’s Report, dated January 7, 2019 (the “Engineer’s Report”), attached hereto as Exhibit A and incorporated herein by reference; and

WHEREAS, the District intends to finance all or a portion of the Improvements through
the  anticipated  issuance  of  its $ 	aggregate principal amount of Amelia
Concourse  Community  Development  District  Capital  Improvement  Revenue  Bonds,  Series
2019A   (Tax-Exempt)   (the   “Series   2019A   Bonds”), its  $ 	aggregate
principal amount of Amelia Concourse Community Development District Capital Improvement Revenue   Bonds,   Series   2019B-1   (Tax-Exempt)   (the   “Series   2019B-1   Bonds”),   and its
$ 		aggregate	principal	amount	of	Amelia	Concourse	Community
Development  District  Capital  Improvement  Revenue  Bonds,  Series  2019B-2  (Taxable)  (the

“Series 2019B-2 Bonds”) and, together with the Series 2019B-1 Bonds, the (“Series 2019B Bonds”), and , together with the Series 2019A Bonds, the “Series 2019 Bonds”) ; and

WHEREAS, because the Series 2019 Bonds have not yet been issued, the District has not had sufficient monies on hand to allow the District to fund the cost of the preparation of the necessary surveys, reports, drawings, plans, permits, specifications, and related documents which would allow the timely commencement and completion of construction of the Improvements (the “Work Product”); and

WHEREAS, the District acknowledges the Developer’s need to have the Improvements constructed in an expeditious and timely manner in order to develop the Development; and

WHEREAS, the District agrees that it will not have sufficient monies to proceed with   either the preparation of the Work Product or the commencement of construction of the Improvements described in Exhibit A until such time as the District has closed on the sale of the Bonds; and

WHEREAS, in order to avoid a delay in the commencement of the construction of the Improvements, the Developer has advanced, funded, commenced, and completed and/or will complete certain work to enable the District to expeditiously provide the Improvements; and

WHEREAS, the District desires to commence the purchase of certain portions of the Work Product and the Improvements, and accept assignment of certain agreements regarding the same; and

WHEREAS, in conjunction with the acquisition of the Work Product  and/or  Improvements, the Developer desires to convey to the District interests in real property sufficient to allow the District to own, operate, maintain, construct, or install the District Improvements, if any such conveyances are appropriate, and such conveyances shall be in fee simple, perpetual easement, or other interest as may be in the best interests of the District (the “Real Property”); and

WHEREAS, the Developer and the District desire to enter into this Agreement to set forth the process by which the District may acquire the Work Product, Improvements, and/or Real Property.

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

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

SECTION 2. WORK PRODUCT. The District agrees to pay the actual reasonable  cost incurred by the Developer in preparation of the Work Product in accordance with the provisions of this Agreement. The Developer shall provide copies of any and all invoices, bills, receipts, or

other evidence of costs incurred by the Developer for the Work Product. The Parties agree to cooperate and use good faith and best efforts to undertake and complete the acquisition process contemplated by this Agreement on such date as the Parties may jointly agree upon (the “Acquisition Date”). The Parties agree that separate or multiple Acquisition Dates may be established for any portion of the acquisitions contemplated by this Agreement. The District Engineer shall review all evidence of cost and shall certify to the District’s Board of Supervisors (the “Board”) the total actual amount of cost, which, in the District Engineer’s sole opinion, is reasonable for the Work Product. The District Engineer’s opinion as to cost shall be set forth in an Engineer’s Certificate which shall accompany the requisition for the funds from the trustee (“Trustee”) for the Series 2019 Bonds. In the event that the Developer disputes the District Engineer’s opinion as to cost, the District and the Developer agree to use good faith efforts to resolve such dispute. If the Parties are unable to resolve any such dispute, the Parties agree to jointly select a third party engineer whose decision as to any such dispute shall be binding upon the Parties. Such decision by a third party engineer shall be set forth in an Engineer’s Affidavit which shall accompany the requisition for the funds from the Trustee. The Parties acknowledge that the Work Product is being acquired for use by the District in connection with the construction of the Improvements.

The Developer agrees to convey to the District, and solely to the extent permitted by the terms of the Work Product, the Work Product upon payment of the sums determined to be reasonable by the District Engineer and approved by the District’s Board pursuant to and as set forth in this Agreement.

The Developer agrees to release to the District all right, title, and interest which the Developer may have in and to the above described Work Product, as well as all common law, statutory, and other reserved rights, including all copyrights in the Work Product and extensions and renewals thereof under United States law and throughout the world, and all publication rights and all subsidiary rights and other rights in and to the Work Product in all forms, mediums, and media, now known or hereinafter devised; provided, however, that the District agrees and acknowledges that the Developer shall retain the right, title and interest to use the Work Product, and the District shall grant the Developer a license to use the Work Product to the extent reasonably required by the Developer in connection with the ownership, construction, development, and management of the Development or other lands owned by Developer to which such Work Product pertains. To the extent determined necessary by the District, the Developer shall use commercially reasonable efforts to obtain all releases from any professional providing services in connection with the Work Product to enable the District to use and rely upon the Work Product. Such releases may include, but are not limited to, any architectural, engineering, or  other professional services.

Except as otherwise separately agreed by the Parties with respect to any particular acquisition of Work Product, and without intending to modify any of the other terms of this Agreement, any conveyance of Work Product shall

be on an “AS-IS” basis, and without any representation or warranty from the Developer to the District in respect thereto.

The Developer agrees to make reasonable good faith efforts, but without imposing any requirement on Developer to pay for additional warranty rights on behalf of the District, to provide or cause to be provided to the District, either by assignment or directly from such third parties as may be necessary and desirable to the mutual satisfaction of the Parties hereto, a warranty that the Work Product is fit for the purposes to which it will be put by the District, as contemplated by the Engineer’s Report.

The District agrees to allow the Developer access to and use of the Work Product without the payment of any fee by the Developer. However, to the extent the Developer’s access to and use of the Work Product causes the District to incur any cost or expense, such as copying costs, the Developer agrees to pay such cost or expense.

SECTION  3.   IMPROVEMENTS.  The Developer has expended certain funds on behalf of   the District relating to the Improvements. The District agrees to acquire or otherwise reimburse the Developer for those portions of the Improvements which have been commenced or completed prior to the issuance of the Series 2019 Bonds. When a portion of the Improvements  is ready for conveyance by the Developer to the District, the Developer shall notify the District in writing, describing the nature of the improvement, its general location, and its estimated cost. Developer agrees to provide, at or prior to the Acquisition Date, the following: (i) documentation of actual costs paid; (ii) instruments of conveyance such as special warranty bills of sale or such other instruments as may be reasonably requested by the District; and (iii) any other releases, indemnifications, or documentation as may be reasonably requested by the District. Any real property interests necessary for the functioning of the Improvements to be acquired under this paragraph shall be reviewed and conveyed in accordance with the provisions of Section 5 herein. The District Engineer in consultation with District Counsel shall determine in writing whether the infrastructure to be conveyed is a part of the Improvements contemplated by the Engineer’s Report, and if so, shall provide Developer with a list of items necessary to complete the acquisition. Each such acquisition shall also be subject to the engineering review and certification process described in Section 2 above. The District Manager shall determine, in writing, whether the District has, based on the Developer’s estimate of cost, sufficient unencumbered funds to acquire the improvement.

All documentation of any acquisition (e.g., bills of sale, receipts, maintenance bonds, as-builts, evidence of costs, deeds or easements, etc.) shall be to the reasonable satisfaction of the District. If any item acquired is to be conveyed to a third-party governmental entity, then the Developer agrees to cooperate and provide such certifications, warranties, representations or other items as may be required by that governmental entity, if any.

The District Engineer shall certify as to the actual cost of any improvement built or constructed by or at the direction of the Developer, and the

District shall pay no more than the actual cost incurred, or the reasonable cost of the improvement, whichever is less, as determined by the District Engineer.

The Developer agrees to cooperate in the transfer of any permits to the District or another governmental entity with maintenance obligations for any Improvements conveyed pursuant to this Agreement.

Nothing herein shall require the District to accept any Work Product and/or Improvements unless the District Engineer, in his or her professional opinion, is able to certify that, in addition to any other requirements of law: (i) the Work Product and/or Improvements are as set forth in the Engineer’s Report; (ii) the price for such Work Product and/or Improvements is equal to or less than each of (a) the cost actually paid to develop and/or install the Work Product and/or Improvements by the Developer and (b) the reasonable fair market value of the Work Product and/or Improvements; (iii) as to Work Product, the Work Product is capable of being used for the purposes intended by the District, and, as to any Improvements, the Improvements were installed in accordance with their specifications, and are capable of performing the functions for which they were intended; and (iv) as to any Improvements, all known plans, permits and specifications necessary for the operation and maintenance of the Improvements are complete and on file with the District, and have been transferred, or are capable of being transferred, to the District for operations and maintenance responsibilities.

SECTION 4.  ASSIGNMENT  OF  CONTRACTS.  The  District  accepts  the  assignment  of certain contracts. Such acceptance is predicated upon: (i) each contractor providing a bond in the form and manner required by section 255.05, Florida Statutes, or the Developer providing adequate alternative security in compliance with section 255.05, Florida Statutes, if required; and (ii) receipt by the District of a release from each general contractor acknowledging each assignment and the validity thereof, acknowledging the furnishing of the bond or other security required by section 255.05, Florida Statutes, if any, and waiving any and all claims against the District arising as a result of or connected with such assignment. Until such time as the Series 2019 Bonds are actually issued, the Developer agrees to provide such funds as are needed by the District to make all payments for any such assigned contracts when and as needed by the  District.

SECTION 5. CONVEYANCE OF REAL PROPERTY.

Conveyance. In the event that real property interests are to be conveyed by the Developer and acquired by the District in connection with the acquisition of the Improvements, and as mutually agreed upon by the District and the Developer, then in such event, the Developer agrees that it will convey to the District at or prior to the Acquisition Date by a special warranty deed, or non- exclusive easement, as reasonably acceptable to the District together with a metes and bounds or other legal description, the Real Property upon which the Improvements are constructed or which are necessary for the operation and

maintenance of, and access to the Improvements. The Parties agree that in no event shall the purchase price for the Real Property exceed the lesser of the actual cost to the Developer or the value of an appraisal obtained by the District for this purpose. The Parties agree that the purchase price shall not include amounts attributable to the value of improvements on the Real Property and other improvements serving the Real Property that have been, or will be, funded by the District. The District may determine in its reasonable discretion that fee title is  not necessary and in such cases shall accept such other interest in the lands upon which the Improvements are constructed as the District deems reasonably acceptable. Such special warranty deed or other instrument shall be subject to a reservation by Developer of its right and privilege to use the area conveyed to construct any Improvements and any future improvements to such area for any related purposes (including, but not limited to, construction traffic relating to the construction of the development) not inconsistent with the District’s use, occupation or enjoyment thereof. The Developer shall pay the cost for recording fees and documentary stamps required, if any, for the conveyance of the lands upon which the Improvements are constructed. The Developer shall be responsible for all taxes and assessments levied on the lands upon which the Improvements are constructed until such time as the Developer conveys said  lands to the District. At the time of conveyance, the District may require, at Developer’s expense, an owner’s title insurance policy in a form satisfactory to the District. In the event the title search reveals exceptions to title which render title unmarketable or which, in the District’s reasonable discretion, would materially interfere with the District’s use of such lands, the District shall not be required to accept such conveyance of Real Property and/or any related Improvements or Work Product.

Boundary or Other Adjustments. Developer and the District agree that reasonable future boundary adjustments may be made as deemed necessary and approved by both Parties in order to accurately describe lands conveyed to the District and lands which remain in Developer’s ownership; provided, however, that such future boundary adjustments shall not affect the ability of the Developer to have the lots developed. The Parties agree that any land transfers made to accommodate such adjustments shall be accomplished by donation. However, the party requesting such adjustment shall pay any  transaction costs resulting from the adjustment, including but not limited to taxes, title insurance, recording fees or other costs.

SECTION 6. TAXES, ASSESSMENTS, AND COSTS.

Taxes and assessments on property being acquired. The District is an exempt governmental unit acquiring property pursuant to this Agreement for use exclusively for public purposes. Accordingly, in accordance with Florida law, the Developer agrees to place in escrow with the Nassau County Tax Collector an amount equal to the current ad valorem taxes and non-ad valorem assessments prorated to the date of transfer of title, based upon the expected assessment and millage rates giving effect to the greatest discount available for early payment.

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

Nothing in this Agreement shall prevent the District from asserting any rights to challenge any taxes or assessments imposed, if any, on any property of the District.

Notice. The Parties agree to provide notice to the other within ten (10) calendar days of receipt of any notice of potential or actual taxes, assessments, or costs, as a result of any transaction pursuant to this Agreement, or notice of any other taxes assessments or costs imposed on the property acquired by the District as described in Subsection A above. The Developer covenants to make any payments due hereunder in a timely manner in accordance with Florida law. In the event that the Developer fails to make timely payment of any such taxes or costs, the Developer acknowledges the District’s right to make such payment. If the District makes such payment, the Developer agrees to reimburse the District within thirty (30) calendar days of receiving notice of such payment, and to include in such reimbursement any fees, costs, penalties, or other expenses which accrued to the District as a result of making such a payment, including interest at the maximum rate allowed by law from the date of the payment made by the District.

Tax liability not created. Nothing herein is intended to create or shall create any new or additional tax liability on behalf of the Developer or the District. Furthermore, the Parties reserve all respective rights to challenge, pay under protest, contest or litigate the imposition of any tax, assessment, or cost in good faith they believe is unlawfully or inequitably imposed and agree to cooperate in good faith in the challenge of any such imposition.

SECTION  7.    ACQUISITION  IN  ADVANCE  OF  RECEIPT OF PROCEEDS.	The District and
Developer hereby agree that an acquisition by the District may be completed prior to the District obtaining proceeds from the Series 2019 Bonds (“Prior Acquisitions”). The District agrees to pursue the issuance of the Series 2019 Bonds in good faith and, within thirty (30) days from the issuance of such Series 2019 Bonds, to make payment for any Prior Acquisitions completed pursuant to the terms of this Agreement; provided, however, that in the event Bond Counsel determines that any such Prior Acquisitions are not properly compensable for any reason, including, but not limited to, federal tax restrictions imposed on tax-exempt financing, the District shall not be obligated to make payment for such Prior Acquisitions. Interest shall not accrue on the amounts owed for any Prior Acquisitions. In the event the District does not or cannot issue the Series 2019 Bonds within five (5) years from the date of this Agreement, and, thus does not make payment to the Developer for the Prior Acquisitions, the Parties agree that the District shall have no reimbursement obligation whatsoever.

SECTION 8. DEFAULT. A default by either Party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the

right of damages and/or specific performance, but excluding special, consequential or punitive damages.

SECTION 9. INDEMNIFICATION. For all  actions  or  activities  which  occur  prior  to  the date of the acquisition of the relevant Real Property, Improvement or Work Product hereunder, the Developer agrees to indemnify and hold harmless the District and its officers, staff, agents and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or claims of any nature arising out of, or in connection with, the use by the Developer, its officers, agents, employees, invitees or affiliates, of the Real Property, Improvement, or Work Product, including litigation or any appellate proceedings with respect thereto, irrespective of the date of the initiation or notice of the claim, suit, etc.; provided, however, that the Developer shall not indemnify the District for a default by the District under this Agreement or the use of such Real Property, Improvement or Work Product by the District, its engineers, employees, contractors, or such persons’ or entities’ negligence.

SECTION 10. ENFORCEMENT OF AGREEMENT.  In  the  event  that  either  Party  is  required to enforce this Agreement by court proceedings or otherwise, then the Parties agree that the prevailing party shall be entitled to recover from the other all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 11. ENTIRE AGREEMENT. This instrument shall  constitute  the  final  and complete expression of the agreement between the District and the Developer relating to the subject matter of this Agreement.

SECTION 12. AMENDMENTS. Amendments  to  and  waivers  of  the  provisions  contained in this Agreement may be made only by an instrument in writing which is executed by all Parties hereto. This Agreement may not be amended without the prior written consent of the Trustee  and the Bondholders owning a majority of the aggregate principal amount of the Series 2019 Bonds then outstanding.

SECTION 13. AUTHORIZATION. The execution of this  Agreement  has  been  duly authorized by the appropriate body or official of the District and the Developer. The District and the Developer have complied with all the requirements of law. The District and the Developer have full power and authority to comply with the terms and provisions of this Agreement.

SECTION 14. NOTICES. All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the Parties, as follows:

If to the District:	Amelia Concourse
Community Development District 475 West Town Place, Suite 114 St. Augustine, Florida 32092 Attn: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Jason M. Walters

If to Developer:	DFC Amelia Concourse Phase III, LLC
14701 Philips Highway, Suite 300
Jacksonville, Florida 32256 Attn: Robert Riva

With a copy to:	 	

Attn:  	

Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day.  If any time for giving Notice contained in this Agreement would otherwise expire on a non- business day, the Notice period shall be extended to the next succeeding business day.  Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Developer may deliver Notice on behalf of the District and the Developer. Any party or other person to whom Notices are to be sent or copied may notify the other Parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the Parties and addressees set forth in this Agreement.

SECTION  15.  ARM’S  LENGTH  TRANSACTION.   This  Agreement  has  been  negotiated fully between the District and the Developer as an arm’s length transaction. All Parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, all Parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against any party hereto.

SECTION 16.  THIRD  PARTY  BENEFICIARIES.  This  Agreement  is  solely  for  the  benefit of the District and the Developer and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the District and the Developer any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns. Notwithstanding the foregoing, nothing in this paragraph shall be construed as impairing or modifying the rights of any holders of Series 2019 Bonds issued by the District for the purpose of acquiring any Work Product, Improvements

and/or Real Property. Also notwithstanding anything herein to the contrary, the Trustee for the Series 2019 Bonds, on behalf of the owners of the Series 2019 Bonds, shall be a direct third party beneficiary of the terms and conditions of this Agreement and shall, acting at the direction of the holders of a majority of the aggregate principal amount of the Series 2019 Bonds then outstanding, be entitled to cause the District to enforce the Developer’s obligations hereunder.

SECTION 17. ASSIGNMENT.  This Agreement may be assigned, in whole or in part, by  either party only upon the written consent of the other, which consent shall not be unreasonably withheld, and the Trustee and Bondholders owning a majority of the aggregate principal amount of the Series 2019 Bonds then outstanding. Such consent shall not be required in the event of a sale of the majority of the Development then-owned by the Developer pursuant to which the unaffiliated purchaser agrees to assume any remaining obligations of the Developer under this Agreement. Upon the merger, amendment, or name change of the District, the Agreement will  be assumed by operation of law by the District’s successor in interest and no consent to such assumption shall be required.

SECTION 18. APPLICABLE LAW AND VENUE.  This  Agreement  and  the  provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Venue shall be in Nassau County, Florida.

SECTION 19. EFFECTIVE DATE. This  Agreement  shall  be  effective  upon  its  execution by the District and the Developer.

SECTION 20. TERMINATION. This Agreement  may  be  terminated  by  the  District  without penalty in the event that the District does not issue its proposed Series 2019 Bonds within five (5) years from the date of this Agreement.

SECTION 21. PUBLIC RECORDS. The Developer understands and agrees  that  all  documents of any kind provided to the District in connection with this Agreement may be public records and will be treated as such in accordance with Florida law.

SECTION 22. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION  23. LIMITATIONS	ON	GOVERNMENTAL	LIABILITY.	Nothing	in	this
Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

SECTION 24. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 25. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

IN WITNESS WHEREOF, the Parties execute this Agreement the day and  year  first written above.

Attest:	AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

DFC  AMELIA CONCOURSE PHASE
III, LLC, a Florida limited liability company

 		By: 	
 		Print  	
Witness (Print Name)	Title:  	

Exhibit A:	Amelia Concourse Subdivision Phase III Engineer’s Report, dated January 7, 2019

Exhibit A
Amelia Concourse Subdivision Phase III Engineer’s Report, dated January 7, 2019

8.

AGREEMENT BETWEEN THE AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT AND DFC AMELIA CONCOURSE PHASE III, LLC REGARDING THE COMPLETION OF CERTAIN IMPROVEMENTS

THIS  AGREEMENT  (the  “Agreement”)  is  made  and  entered  into this   	
 	, 2019, by and between:

AMELIA	CONCOURSE	COMMUNITY	DEVELOPMENT
DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the Nassau County, Florida, whose address is 475 West Town Place, Suite 114, St. Augustine, Florida 32092 (the “District”); and

DFC AMELIA CONCOURSE PHASE III, LLC, a Florida limited liability company and the owner of certain lands within the boundary of the District whose address is 14701 Philips Highway, Suite 300, Jacksonville, Florida 32256 (the “Developer”).

RECITALS

day of

WHEREAS, the District was established by an ordinance adopted by the Board of County Commissioners of Nassau County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), and is validly existing under the Constitution and laws of the State of Florida; and

WHEREAS, the Act authorizes the District to issue bonds for the purpose, among others, of planning, financing, constructing, operating and/or maintaining certain infrastructure improvements, including but not limited to roadway improvements, stormwater management systems, water and sewer distribution systems, reclaimed water distribution systems, landscaping and other infrastructure within or without the boundaries of the District; and

WHEREAS, the Developer is the owner and developer of the lands located within the boundaries of the District; and

WHEREAS, the District has adopted an engineer’s report for the planning, design, acquisition, construction, and installation of various infrastructure improvements, facilities and services (the “Improvements”) within the boundaries of the District as described in that certain Amelia Concourse Subdivision Phase III Engineer’s Report, dated January 7, 2019 (the “Engineer’s Report”), attached hereto as Exhibit A and incorporated herein by reference; and

WHEREAS, the District intends to construct the Phase III infrastructure improvements, as identified in the Engineer’s Report (the “2019 Improvements”), and anticipates issuing the Series 2019 Bonds, hereinafter defined, to fund a portion of the costs of the 2019 Improvements; and

WHEREAS, the District has imposed special assessments on the  property  within  the District to secure financing for the construction and/or acquisition of the 2019 Improvements described in Exhibit A, and has validated up to $19,700,000 in Capital Improvement Revenue Bonds to fund the planning, design, permitting, construction and/or acquisition of improvements, including the Improvements; and

WHEREAS, the District intends to finance all or a portion of the Improvements through
the  anticipated  issuance  of  its  $	aggregate principal amount of  Amelia

Concourse  Community  Development  District  Capital  Improvement  Revenue  Bonds,  Series
2019A (Tax-Exempt) (the “Series 2019A Bonds”), its $	aggregate principal

amount of Amelia Concourse Community Development District Capital Improvement Revenue
Bonds,	Series	2019B-1	(Tax-Exempt)	(the	“Series	2019B-1	Bonds”),	and	its
$ 		aggregate	principal	amount	of	Amelia	Concourse	Community
Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the “Series 2019B-2 Bonds” and, together with the Series 2019B-1 Bonds, the (the “Series 2019B Bonds”), and together with the Series 2019A Bonds, the “Series 2019 Bonds”) ; and

WHEREAS, in order to ensure that the 2019 Improvements are completed and funding is available in a timely manner to provide for their completion, the Developer and the District hereby agree that the District will be obligated to issue no more  than $ 	in bonds to fund the 2019 Improvements and the Developer will make provision for any additional funds that may be needed in the future for the completion of the 2019 Improvements over and above that amount including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs.

NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, the District and the Developer agree as follows:

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

SECTION  2.  COMPLETION  OF  IMPROVEMENTS.   The  Developer  and  the  District  agree and acknowledge that the District’s proposed Series 2019 Bonds may provide only a portion of the funds necessary to complete the 2019 Improvements. In the event that the cost of the 2019 Improvements is such that the construction funds available from the Series 2019 Bonds proceeds are insufficient to complete the 2019 Improvements, the Developer hereby agrees to complete, cause to be completed, or provide funds to the District in an amount sufficient to allow the District to complete or cause to be completed, those portions of the 2019 Improvements which remain unfunded including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs (the “Remaining Improvements”) whether pursuant to existing contracts, including change orders thereto, contracts assigned by the Developer to the District, or future contracts. Nothing herein shall cause or be construed to require the District to issue additional bonds or indebtedness to provide funds for any portion of the Remaining Improvements. The District and the Developer hereby acknowledge and agree that the District’s

execution of this Agreement constitutes the manner and means by which any and all portions of the Remaining Improvements are to be funded and completed.

When all or any portion of the Remaining Improvements are the subject of a District contract, the Developer shall provide funds or cause funds to be provided directly to the District in an amount sufficient to complete the Remaining Improvements pursuant to such contract, including change orders thereto, upon written notice from the District.

When any portion of the Remaining Improvements is not the subject of a District contract, the Developer may choose to: (1) complete, cause to be completed, provide  funds or cause funds to be provided to the District in an amount sufficient to allow the District to complete or cause to be completed, those Remaining Improvements; or (2) have the District enter into a contract and proceed under Section 2. A. above, subject, in each case, to a formal determination by the District’s Board of Supervisors that the option selected by the Developer will not adversely impact the District, and is in the District’s best interests.

SECTION 3. OTHER CONDITIONS AND ACKNOWLEDGMENTS

The District and the Developer agree and acknowledge that the exact location, size, configuration and composition of the 2019 Improvements may change from that described in the Engineer’s Report, depending upon final design of the development, permitting or other regulatory requirements over time, or other factors. Material changes to the 2019 Improvements shall be made by a written amendment to the Engineer’s Report, which shall include an estimate of the cost of the changes.

The District and Developer agree and acknowledge that for any and all portions of the Remaining Improvements which are constructed, or caused to be constructed, by the Developer for the benefit of the District shall be conveyed to the District or such other appropriate unit of local government as is designated in the Engineer’s Report or required by governmental regulation or development approval. All conveyances to another governmental entity shall be in accordance with and in the same manner as provided in any agreement between the District and the appropriate unit of local government.

Notwithstanding anything to the contrary contained in this Agreement, the payment or performance by Developer of its completion obligations hereunder is expressly subject to, dependent and conditioned upon the following: (1) the issuance of
$ 	par amount of Series 2019 Bonds and use of the proceeds thereof to fund the 2019 Improvements; and (2) the scope, configuration, size and/or composition of the 2019 Improvements not materially changing without the consent of the Developer. Such consent is not necessary and the Developer must meet its completion obligations when the scope, configuration, size and/or composition of the 2019 Improvements are materially changed in response to a requirement imposed by a regulatory agency.

SECTION 4. DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A

default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages and/or specific performance. The District shall be solely responsible for enforcing its rights under this  Agreement against any interfering third party. Nothing contained in this Agreement shall limit or impair the District’s right to protect its rights from interference by a third party to this Agreement.

SECTION 5.  RECOVERY OF COSTS AND FEES.  In the event any party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party, as determined by the applicable court or other dispute resolution provider, shall be entitled to recover from the non-prevailing party all fees and costs incurred, including reasonable attorneys’ fees and costs incurred prior to or during any litigation or other dispute resolution and including all fees and costs incurred in appellate proceedings.

SECTION 6. AMENDMENTS. This  Agreement  shall  constitute  the  entire  agreement between the parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of all parties, and with the prior written consent of the trustee for the Series 2019 Bonds (the “Trustee”), and the holders owning a majority of the aggregate principal amount of the Series 2019 Bonds then outstanding.

SECTION 7. AUTHORIZATION. The  execution  of  this  Agreement  has  been  duly authorized by the appropriate body or official of the District and the Developer, both the District and the Developer have complied with all the requirements of law, and both the District and the Developer have full power and authority to comply with the terms and provisions of this instrument.

SECTION 8.   NOTICES.  All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

If to Developer:	DFC Amelia Concourse Phase III, LLC
14701 Philips Highway, Suite 300
Jacksonville, Florida 32256 Attn: Robert Riva

With a copy to:	 	

Attn:  	

If to District:	Amelia Concourse Community Development
District
475 West Town Place, Suite 114 St. Augustine, Florida 32092 Attn: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Jason M. Walters

Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays,  Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Developer may deliver Notice on behalf of the District and the Developer. Any party or other person to whom Notices are to be  sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

SECTION 9. ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Developer as an arm’s length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Developer.

SECTION 10. THIRD PARTY BENEFICIARIES. This Agreement  is  solely  for  the  benefit  of the District and the Developer and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and the Developer any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns. Also notwithstanding anything herein to the contrary,  the Trustee, on behalf of the holders of the Series 2019 Bonds, shall be a direct third party beneficiary of the terms and conditions of this Agreement and shall, acting at the direction of the holders owning a majority of the aggregate principal amount of the Series 2019 Bonds then outstanding, be entitled to cause the District to enforce the Developer’s obligations hereunder. The Trustee has not assumed any obligations hereunder.

SECTION 11. ASSIGNMENT.  This Agreement may be assigned, in whole or in part, by   either party only upon the written consent of the other, which consent shall not be unreasonably withheld, and the Trustee and the holders owning a majority of the aggregate principal amount of the Series 2019 Bonds then outstanding.

SECTION 12. CONTROLLING LAW; VENUE.	This Agreement and the provisions

contained in this Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. Venue shall be in Nassau County, Florida.

SECTION 13. EFFECTIVE DATE. This Agreement shall  be  effective  after  execution  by both the District and the Developer.

SECTION 14. PUBLIC RECORDS. The Developer  understands  and  agrees  that  all documents of any kind provided to the District in connection with this Agreement may be public records and may be treated as such in accordance with Florida law.

SECTION 15. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 16.  SOVEREIGN IMMUNITY.  Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

SECTION 17. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

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

[Signatures on following page]

IN WITNESS WHEREOF, the parties execute this Agreement the day  and  year  first written above.

Attest:	AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

DFC  AMELIA CONCOURSE PHASE
III, LLC, a Florida limited liability company

 		By: 	
 		Print  	
Witness (Print Name)	Title:  	

Exhibit A:		Amelia Concourse Subdivision Phase III Engineer’s Report, dated January 7, 2019

Exhibit A

Amelia Concourse Subdivision Phase III Engineer’s Report, dated January 7, 2019

9.

Prepared by and return to:
Jason M. Walters, Esq. Hopping Green & Sams, P.A. 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301

SPACE ABOVE THIS LINE IS FOR RECORDER’S USE ONLY

AGREEMENT BETWEEN AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT AND DFC AMELIA CONCOURSE PHASE III, LLC REGARDING THE TRUE-UP AND PAYMENT
OF SERIES 2019 ASSESSMENTS

THIS AGREEMENT (the “Agreement”) is made and entered into this   	
 	, 2019, by and between:

AMELIA	CONCOURSE	COMMUNITY	DEVELOPMENT
DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Nassau County, Florida, whose address is 475 West Town Place, Suite 114, St. Augustine, Florida 32092 (the “District”); and

DFC AMELIA CONCOURSE PHASE III, LLC, a Florida limited liability company and the owner of the lands within the boundary of the District, whose address is 14701 Philips Highway, Suite 300, Jacksonville, Florida 32256 (the “Landowner”).

RECITALS

day of

WHEREAS, the District was established by an ordinance adopted by the Board of County Commissioners of Nassau County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), and is validly existing under the Constitution and laws of the State of Florida; and

WHEREAS, the District, pursuant to Chapter 190, Florida Statutes, is authorized to levy such taxes, special assessments, fees and other charges as may be necessary in furtherance of the District’s activities and services; and

WHEREAS, Landowner is the owner and developer of the lands within the boundaries of the District, as more particularly described on the attached Exhibit A (the “Series 2019A Assessment Area”, and the “Series 2019B Assessment Area”, collectively, the “Series 2019 Assessment Area”); and
WHEREAS, the District has adopted an improvement plan to finance  the  planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services within the District (the “Improvements”), as described in that certain

Amelia Concourse Subdivision Phase III Engineer’s Report, dated January 7, 2019 (the “Engineer’s Report”); and
WHEREAS, the District intends to finance all or a portion of the Improvements through
the  anticipated  issuance  of  its  $ 	aggregate  principal  amount  of Amelia
Concourse  Community  Development  District  Capital  Improvement  Revenue  Bonds,  Series
2019A   (Tax-Exempt)   (the   “Series   2019A   Bonds”), its  $ 	aggregate
principal amount of Amelia Concourse Community Development District Capital Improvement Revenue   Bonds,   Series   2019B-1   (Tax-Exempt)   (the   “Series   2019B-1   Bonds”),   and its
$ 		aggregate	principal	amount	of	Amelia	Concourse	Community
Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable) (the “Series 2019B-2 Bonds” and, together with the Series 2019B-1 Bonds (the “Series 2019B Bonds”), and, together with the Series 2019A Bonds, the “Series 2019 Bonds”) ; and

WHEREAS, pursuant to Resolutions 2019-02, 2019-03, 2019-06 and 2019- (the
“Assessment Resolutions”), the District has imposed special assessments (the “Series 2019A Assessments”) on the Series 2019A Assessment Area to secure the repayment of the Series 2019A Bonds, and the District has imposed special assessments (the “Series 2019B Assessments”) on the Series 2019B Assessment Area to secure the repayment of the Series 2019B Bonds; and
WHEREAS, Landowner agrees that all the Series 2019 Assessment Area, including Landowner’s property, benefit from the timely design, construction, and/or acquisition of the Improvements; and
WHEREAS, Landowner agrees that the Series 2019A Assessments and the Series 2019B Assessments (collectively, the “Series 2019 Assessments”), have been validly imposed and constitute valid, legal and binding liens upon the Series 2019 Assessment Area within the District upon which the Series 2019 Assessments are imposed; and

WHEREAS, to the extent permitted by law, Landowner waives any defect in notice or publication or in the proceedings to levy, impose and collect the Series 2019 Assessments on the Series 2019 Assessment Area; and

WHEREAS, the District’s  Third Supplemental Special Assessment Methodology Report for Capital Improvement Revenue Bonds, Series 2019 (Phase III Project), dated February, 2019, attached hereto and incorporated herein as Exhibit B (the “Assessment Report”), provides that as the Series 2019 Assessment Area is developed, the allocation of the amounts assessed to and constituting a lien upon the Series 2019 Assessment Area would be calculated based upon certain density assumptions relating to the number of each type of residential units to be constructed on the developable acres within the Series 2019 Assessment Area, which assumptions were provided by Landowner; and

WHEREAS, Landowner intends that the Series 2019 Assessment Area will be developed based on then-existing market conditions, and the actual densities developed may be greater or lesser than the densities assumed in the District’s Assessment Report; and

WHEREAS, the Assessment Report anticipates a mechanism by which Landowner shall,  if required, make certain payments to the District in order to satisfy, in whole or in part, the assessments allocated and the liens imposed pursuant to the Assessment Resolutions, the amount of such payments being determined generally by a calculation of the remaining unallocated debt prior to the recording of certain plats, declarations of condominium or site plans for a parcel or tract, as described in the District’s Assessment Report (which payments shall collectively be referred to as the “True-Up Payment”); and

WHEREAS, Landowner and the District desire to enter into an agreement to confirm Landowner’s intention and obligation to make the True-Up Payment, if required, relative to the Series 2019 Assessments, subject to the terms and conditions contained herein.

NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION 1. RECITALS. The recitals so stated are  true  and  correct  and  by  this reference are incorporated into and form a material part of this Agreement.

SECTION 2. VALIDITY OF  ASSESSMENTS.  The  Assessment  Resolutions  have  been duly adopted by the District. The Series 2019 Assessments imposed as a lien by the District are legal, valid and binding liens on the land against which assessed until paid, coequal with the lien of all state, county, city district, and municipal taxes, and superior in dignity to all other liens, titles, and claims. Landowner hereby waives and relinquishes any rights it may have to challenge, object to or otherwise fail to pay such Series 2019 Assessments.

SECTION 3.  COVENANT TO PAY.  Landowner agrees and covenants to timely pay all such Series 2019 Assessments levied and imposed by the District pursuant to the Assessment Resolutions on assessable property owned by Landowner, whether the Series 2019 Assessments are collected by the Tax Collector pursuant to Section 197.3632, Florida Statutes, by the District, or by any other method allowable by law. Landowner further agrees that to the extent Landowner fails to timely pay all Series 2019 Assessments collected directly by the District, said unpaid Series 2019 Assessments (including True-Up Payments) may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in  any subsequent year.

SECTION 4. SPECIAL ASSESSMENT REALLOCATION.

Assumptions as to Series 2019 Assessments. As of the date of the execution of this Agreement, Landowner has informed the District that it plans to construct or provide for the construction of a total of One Hundred Seventy-Two (172) single-family units (hereinafter,

referred to as the “Units”), consisting of approximately 78 developable acres comprising the Series 2019 Assessment Area.
Process for Reallocation of Assessments. The Series 2019 Assessments will initially be imposed on unplatted developable acreage and will be reallocated as these lands become subject to a plat, declaration of condominium or site plan. In connection with the development  of such acreage, the Series 2019 Assessments imposed on the acreage subject to the plat, declaration of condominium or site plan will be allocated based upon the precise number of Equivalent Residential Units (“ERUs”) within the area subject to such plat, declaration of condominium or site plan; provided, however, that the time of execution of this Agreement, a portion of the Series 2019 Assessment Area has been subject to a plat and has accordingly been allocated its portion of the Series 2019 Assessments. In furtherance thereof, at such time as additional developable acreage is to be subject to a plat, declaration of condominium or site plan, the Landowner covenants that such document(s) shall be presented to the District and the District shall allocate the Series 2019 Assessments to those Units that are to be subject to the plat, declaration of condominium or site plan and the remaining developable acreage in accordance with the District’s Assessment Report and shall cause such reallocation to be recorded in the District’s Improvement Lien Book.
It is an express condition of the lien established by the Assessment Resolutions that at the time of recording of any and all plats, declarations of condominium or site plans containing any portion of the lands within the Series 2019 Assessment Area, as the District’s boundaries may be amended from time to time, that such document(s) shall be presented to the District for review and allocation of the Series 2019 Assessments to the Units to be subject to the plat, declaration of condominium or site plan, and the remaining property in accordance with the District’s Assessment Report (hereinafter referred to as the “Reallocation”). Landowner covenants to comply, or cause others to comply, with this requirement for the Reallocation. The parties agree that no further action by the Board of Supervisors shall be required. The District’s review of the plats, declarations of condominium or site plans shall be limited solely to the Reallocation of the Series 2019 Assessments and enforcement of the District’s assessment lien. Nothing herein shall in any way operate to or be construed as providing any other plat, declaration of condominium or site plan approval or disapproval powers to the District.
At such time as a plat, declaration of condominium or site plan is presented to the District that involves the earlier of fifty percent (50%) of: (a) the total number of Units expected by the Landowner to be developed on the Series 2019 Assessment Area (i.e. 172 Units) or (b) the developable acreage (i.e. the 78th developable acre) within the Series 2019 Assessment Area, the following provisions shall apply. Commencing on that date and reoccurring at three (3) additional intervals thereafter (each such date being a “True-Up Date”), the District shall determine if the debt per acre remaining on the unplatted land is greater than the debt per acre at the time of imposition of the Series 2019 Assessments, and if it is, a True-Up Payment in the amount of such excess shall become due and payable by Landowner that tax year, in addition to the regular Series 2019 Assessments installment payable for lands owned by the Landowner.  The District will ensure collection of such amounts in a timely manner in order to meet its debt service obligations, and in all cases, Landowner agrees that such payments shall be made in  order to ensure the District’s timely payments of the debt service obligations on the Series 2019 Bonds. If such True-Up Payment is made at least forty-five (45) days prior to an interest

payment date on the Series 2019 Bonds, the Landowner shall include accrued interest as part of the True-Up Payment to such interest payment date. If such True-Up Payment becomes due within forty-five (45) days of the next interest payment date, accrued interest shall be calculated to the next succeeding interest payment date.
The remaining True-Up Dates shall occur when seventy-five percent (75%), ninety percent (90%) and one hundred percent (100%) of either the Units or developable acres within the Series 2019 Assessment Area are subject to a plat, declaration of condominium or site plan, whichever is earlier.
The foregoing is based on the District’s understanding with Landowner that Landowner will develop One Hundred Seventy-Two (172) Units within the Series 2019 Assessment Area as identified in the Assessment Report. However, the District agrees that nothing herein prohibits more or less than the currently planned ERUs from being developed. In no event shall the District collect Series 2019 Assessments pursuant to the Assessment Resolutions in excess of the total debt service related to the Improvements, including all costs of financing and interest; provided, however, that the District may collect Series 2019 Assessments in excess of the annual debt service related to the Improvements, including all costs of financing and interest, which shall be applied to prepay the Series 2019 Bonds. If the strict application of the True-Up methodology to any reallocation pursuant to this paragraph would result in Series 2019 Assessments collected in excess of the District’s total debt service obligation for the Improvements, the District agrees to take appropriate action by resolution to equitably reallocate the Series 2019 Assessments.
Notwithstanding anything to the contrary, the Landowner shall not be required to make True-Up Payments for any portion of the Series 2019 Assessment Area that have been conveyed to the District by the Landowner by any foreclosure or deed in lieu thereof.
SECTION 5.   ENFORCEMENT. This Agreement is intended to be an additional method   of enforcement of Landowner’s obligation to pay and to abide by the requirements of the Series 2019 Assessments, including the making of the True-Up Payment, as set forth in the Assessment Resolutions. A default by any party under this Agreement shall entitle any other party to all remedies available at law or in equity, excluding special, consequential and punitive damages.

SECTION 6. RECOVERY OF COSTS AND FEES.  In the event any party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party, as determined by the applicable court or other dispute resolution provider, shall be entitled to recover from the non-prevailing party all fees and costs incurred, including reasonable attorneys’ fees and costs incurred prior to or during any litigation or other dispute resolution and including all fees and costs incurred in appellate proceedings.

SECTION 7. NOTICE. All notices, requests, consents and other  communications hereunder (“Notices”) shall be in writing and shall be mailed by First Class Mail, postage prepaid, delivered by overnight delivery service, or telecopied or hand delivered to the parties, as follows:

If to the District:	Amelia Concourse
Community Development District

475 West Town Place, Suite 114 St. Augustine, Florida 32092 Attn: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Jason M. Walters

If to Landowner:	DFC Amelia Concourse Phase III, LLC
14701 Philips Highway, Suite 300
Jacksonville, Florida 32256 Attn: Robert Riva

With a copy to:	 	

Attn:  	

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address or telecopy number set forth herein. If mailed as provided above, Notices shall be deemed delivered on the third business day unless actually received earlier. Notices hand delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the parties may deliver Notice on behalf of the parties. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name, address or telecopy number to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

Notwithstanding the foregoing, to the extent Florida law requires notice to enforce the collection of assessments placed on property by the District, then the provision of such notice shall be in lieu of any additional notice required by this Agreement.

SECTION 8. ASSIGNMENT. This Agreement may be assigned, in whole or in part, by either party only upon the written consent of the other, which consent shall not be unreasonably withheld, and the trustee for the Series 2019 Bonds (the “Trustee”) and the holders owning a majority of the aggregate principal amount of the Series 2019 Bonds then outstanding.
SECTION 9. AMENDMENT. This Agreement shall constitute the entire agreement between the parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of all parties, and with the prior written consent of the Trustee, acting at the direction of the holders owning a majority of the aggregate principal amount of the Series 2019 Bonds then outstanding.

SECTION 10. TERMINATION.  This Agreement shall continue in effect until the earlier  of: (1) the entirety of the Series 2019 Assessment Area being subject to a plat, declaration of condominium or site plan and payment of any associated True-Up Payments; or (2) the payment in full of all outstanding Series 2019 Bonds.

SECTION 11. NEGOTIATION AT  ARM’S  LENGTH. This  Agreement  has  been negotiated fully between the parties as an arms’ length transaction. All parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, all parties are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against either party.

SECTION 12. BENEFICIARIES. This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns. Notwithstanding the foregoing, the Trustee, on behalf of the holders of the Series 2019 Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall, acting at the direction of the holders owning a majority of the aggregate principal amount of the Series 2019 Bonds then outstanding, be entitled to cause the District to enforce the Landowner's obligations hereunder. The Trustee has not assumed any obligations hereunder.
SECTION 13.	LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in
this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

SECTION 14. APPLICABLE LAW; VENUE.  This Agreement shall be governed by the laws of the State of Florida. Venue shall be in Nassau County, Florida.

SECTION 15. PUBLIC RECORDS. The Landowner understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and may require treatment as such in accordance with Florida law.

SECTION 16. EXECUTION IN COUNTERPARTS.  This  instrument  may  be  executed  in any number of counterparts, each of which, when executed and delivered, shall constitute an original, and such counterparts together shall constitute one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

SECTION 17. EFFECTIVE DATE.	This Agreement shall become effective after execution by the parties hereto on the date reflected above.

IN WITNESS WHEREOF, the parties execute this Agreement the day and  year  first written above.

Attest:	AMELIA	CONCOURSE COMMUNITY
DEVELOPMENT DISTRICT

Chairperson, Board of Supervisors

Witness (Print Name)

Witness (Print Name)

STATE OF FLORIDA	)
) SS:
COUNTY OF 		)

I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was acknowledged   before me  by 	, as the Chairperson of Amelia Concourse Community Development District.

WITNESS my hand and official seal in the County and State last aforesaid this      day   of 	, 2019.

NOTARY PUBLIC, STATE OF FLORIDA

(Name of Notary Public, Print, Stamp or
Type as Commissioned)

Personally known to me, or Produced identification:

(Type of Identification Produced)

Attest:

DFC  AMELIA CONCOURSE PHASE
III, LLC, a Florida limited liability company

 		By: 	
 		Print  	

Witness (Print Name)

Title:  	

Witness (Print Name)

STATE OF FLORIDA	)
) SS:
COUNTY OF 		)

I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was acknowledged before me by 	, as a 	of DFC Amelia Concourse Phase III, LLC, LLC, a Florida limited liability company, on behalf of the company.

WITNESS my hand and official seal in the County and State last aforesaid this      day   of 	, 2019.

NOTARY PUBLIC, STATE OF FLORIDA

(Name of Notary Public, Print, Stamp or Type as Commissioned)

Personally known to me, or Produced identification:

(Type of Identification Produced)

Exhibit A

Legal Description of Series 2019 Assessment Area

Exhibit B
Assessment Methodology Report

10.

Prepared By and Return To:

Jason M. Walters, Esq. Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301

DECLARATION OF CONSENT TO JURISDICTION OF AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT
AND TO IMPOSITION OF SPECIAL ASSESSMENTS

The undersigned, being a duly authorized representative of DFC Amelia Concourse Phase III, LLC, a Florida limited liability company, as the owner of those lands described in Exhibit A attached hereto (the “Property”), located within the boundaries of Amelia Concourse Community Development District (the “District”), intends that it and its respective successors in interest, heirs and assigns (collectively, the “Landowner”) shall be legally bound by this Declaration, hereby declares, acknowledges and agrees as follows:

Landowner acknowledges that the District is, and has been at all times, on and after July 18, 2006, a legally created, duly organized, and validly existing community development district under the provisions of Chapter 190, Florida Statutes, as amended (the “Act”). Without limiting the generality of the foregoing, the Landowner acknowledges that: (a) the petition filed with the Board of County Commissioners of Nassau County, Florida (the “County”), relating to the creation of the District contained all matters required by the Act to be contained therein and was filed in the manner and by the persons required by the Act; (b) Ordinance No. 2006-58, effective as of July 18, 2006, was duly and properly adopted by the County in compliance with all applicable requirements of law; and (c) the members of the Board of Supervisors of the District (the “Board”) were duly and properly designated pursuant to the Act to serve in their respective capacities and had the authority and right to authorize, approve and undertake all actions of the District approved and undertaken from July 18, 2006, to and including the date of this Declaration.

The Landowner confirms and agrees, that the special assessments imposed by Resolutions 2019-02, 2019-03, 2019-06 and 2019- ,  duly adopted by the Board (collectively,  the “Assessment Resolutions”), and all proceedings undertaken by the District with respect thereto have been in accordance with applicable Florida law, that the District has taken all action necessary to levy and impose the special assessments, and the special assessments are legal, valid and binding first liens upon the Property co-equal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid.

The Landowner hereby waives the right granted in Chapter 170.09, Florida Statutes, to prepay the special assessments without interest within thirty (30) days after the improvements  are completed, in consideration of the rights granted by the District to prepay special assessments in full or in part at any time, but with interest, under the circumstances set forth in the resolutions of the District levying the special assessments.

The Landowner hereby expressly acknowledges, represents and agrees that (i) the special assessments, the Assessment Resolutions, and the terms of the financing documents related to  the District’s issuance of the Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019A (Tax-Exempt), the Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-1 (Tax-Exempt), and the Amelia Concourse Community Development District Capital Improvement Revenue Bonds, Series 2019B-2 (Taxable), or securing payment thereof (the “Financing Documents”) are valid and binding obligations enforceable in accordance with their terms; (ii) the Landowner has no claims or offsets whatsoever against, or defenses or counterclaims whatsoever to, payments of the special assessments and Financing Documents (and the Landowner hereby expressly waives any such claims, offsets, defenses or counterclaims); and (iii) the Landowner expressly waives and relinquishes any argument, claim or defense that foreclosure proceedings cannot be commenced until one (1) year after the date of the Landowner’s default and agrees that, immediate use of remedies in Chapter 170, Florida Statutes, is an appropriate and available remedy, notwithstanding the provisions of Section 190.026, Florida Statutes.

This Declaration shall represent a lien of record for purposes of Chapter 197, Florida Statutes, including, without limitation, Section 197.573, Florida Statutes. Other information regarding the special assessments is available from District Manager, located at 475 West Town Place, Suite 114, St. Augustine, Florida 32092.

THE DECLARATIONS, ACKNOWLEDGEMENTS AND AGREEMENTS CONTAINED HEREIN SHALL RUN WITH THE LAND DESCRIBED IN EXHIBIT A HERETO AND SHALL BE BINDING ON THE LANDOWNER AND ON ALL PERSONS (INCLUDING CORPORATIONS, ASSOCIATIONS, TRUSTS AND OTHER LEGAL ENTITIES) TAKING TITLE TO ALL OR ANY PART OF THE PROPERTY, AND THEIR SUCCESSORS IN INTEREST, WHETHER OR NOT THE PROPERTY IS PLATTED AT SUCH TIME. BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE DEEMED TO HAVE CONSENTED AND AGREE TO THE PROVISIONS OF THIS DECLARATION TO THE SAME EXTENT AS IF THEY HAD EXECUTED IT AND BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE ESTOPPED FROM CONTESTING, IN COURT OR OTHERWISE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THIS DECLARATION.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Effective the 	day of 	, 2019.

DFC AMELIA CONCOURSE PHASE III,
LLC, a Florida limited liability company

 		By: 	

Witness Name:  	

Print Name:  	
Title:  	

Witness Name:  	

STATE OF 	) COUNTY OF 	)

The foregoing instrument was acknowledged before  me this 	day of 	, 2019, by
 	, as 		, of DFC Amelia Concourse Phase III, LLC, a Florida limited liability company, on its behalf. Such person [ ] is personally known to me or [ ] produced 		as identification.

NOTARY STAMP:	 	
Signature of Notary Public

Printed Name of Notary Public

Exhibit A

Legal Description

SIXTH ORDER OF BUSINESS

tl Berger, Toombs, Elam,
,OJ  Caines & Frank
Certified Public Accountants	PL
600 Citrus Avenue
Suite 200
Fort Pierce,  Florida 34950
7721461-6120  II 461-1155
FAX: 7721468-9278

August 28, 2018

David deNagy, District Manager Governmental Management Services, LLC 475 West Town Place, Suite 114
St. Augustine, FL 32092

The Objective and Scope of the Audit of the Financial Statements

You have requested that we audit the financial statements of Amelia Concourse Community Development District, which comprise governmental activities, each major fund and the budgetary comparison for the General Fund as of and for the year ended September 30, 2018 which collectively comprise the basic financial statements. We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter for the year ending September 30, 2018 and thereafter if mutually agreed by Amelia Concourse Community Development District and Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants PL.

Our audit will be conducted with the objective of our expressing an opinion on the financial statements.

The Responsibilities of the Auditor

We will conduct the audit in accordance with auditing standards generally accepted in the United States of America and "Government Auditing Standards" issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

Member AICPA

Fort Pierce I Stuart

Member AICPA Division For CPA Firms Private Companies Practice Section

Member FICPA

f...o,,

Berger, Toombs, Elam, Gaines & Frank
Certlfi..d Pid>lic AanunWIIS Pl

Amelia Concourse Community Development District August 28, 2018
Page 2

Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements may not be detected exists, even though the audit is properly planned and performed in accordance with generally accepted auditing standards. Also, an audit is not designed to detect errors or fraud that are immaterial to the financial statements. The determination of abuse is subjective; therefore, Government Auditing Standards do not expect us to provide reasonable assurance of detecting abuse.

In making our risk assessments, we consider internal control relevant to Amelia Concourse Community Development District's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit.

We will also communicate to the Board any fraud involving senior management and fraud that causes a material misstatement of the financial statements that becomes known to us during the audit, and any instances of noncompliance with laws and regulations that we become aware of during the audit.

The funds that you have told us are maintained by Amelia Concourse Community Development District and that are to be included as part of our audit are listed below:

General Fund
Special Purpose Entity Fund
Debt Service Fund
Capital Projects Fund

ft''"

Berger, Toombs, Elam,

-OJ Gaines & Frank
Certified PublicAccoonl.ilnts Pl

Amelia Concourse Community Development District August 28, 2018
Page 3

The Responsibilities of Management and Identification of the Applicable Financial Reporting Framework

Our audit will be conducted on the basis that management acknowledges and understands that it has responsibility:

For the preparation and fair presentations of the financial statements in accordance with accounting principles generally accepted in the United States of America;

To evaluate subsequent events through the date the financial statements are issued or available to be issued, and to disclose the date through which subsequent events were evaluated in the financial statements. Management also agrees that it will not evaluate subsequent events earlier than the date of the management representation letter referred to below;

For the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error;

For establishing and maintaining effective internal control of financial reporting and for informing us of all significant deficiencies and material weaknesses in the design or operation of such controls of which it has knowledge; and

To provide us with:
Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements · such as records, documentation and other matters;
Additional information that we may request from management for the purpose of the audit; and
Unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence.

As part of our audit, we wfll request certain written confirmation concerning representations made to us in connection with the audit including, among other items:

That management has fulfilled its responsibilities as set out in the terms of this letter; and

That it believes the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole.

(	Berger, Toombs, lam,
,OJ Gaines & Frank
C..rtif!M Public Accountants PL

Amelia Concourse Community Development District August 28, 2018
Page 4

Management is responsible for identifying and ensuring that Amelia Concourse Community Development District complies with the laws and regulations applicable to its activities, and for informing us about all known material violations of such laws or regulations. In addition, management is responsible for the design and implementation of programs and controls to prevent and detect fraud or abuse, and for informing us about all known or suspected fraud or abuse affecting the entity involving management, employees who have significant roles in internal control, and others where the fraud or abuse could have a material effect on the financial statements or compliance. Management is also responsible for informing us of its knowledge of any allegations of fraud or abuse or suspected fraud or abuse affecting the entity received in communications from employees, former employees, analysts, regulators, short sellers, or others.

The Board is responsible for informing us of its views about the risks of fraud or abuse within the entity, and its knowledge of any fraud or abuse or suspected fraud or abuse affecting the entity.

Amelia Concourse Community Development District agrees that it will not associate us with any public or private securities offering without first obtaining our consent. Therefore, Amelia Concourse Community Development District agrees to contact us before it includes our reports or otherwise makes reference to us, in any public or private securities offering.

Because Berger, Toombs, Elam, Gaines & Frank will rely on Amelia Concourse Community Development District and its management and Board of SupeNisors to discharge the foregoing responsibilities, Amelia Concourse Community Development District holds harmless and releases Berger, Toombs, Elam, Gaines & Frank, its partners, and employees from all claims, liabilities, losses and costs arising in circumstances where there has been a known misrepresentation by a member of Amelia Concourse Community Development District's management, which has caused, in any respect, Berger, Toombs, Elam, Gaines & Frank's breach of contract or negligence. This provision shall suNive the termination of  this arrangement for seNices.

Amelia Concourse Community Development District's Records and Assistance

If circumstances arise relating to the condition of the Amelia Concourse Community Development District's records, the availability of appropriate audit evidence, or indications of a significant risk of material misstatement of the financial statements because of error, fraudulent financial reporting; or misappropriation of assets, which in our professional judgment, prevent us from completing the audit or forming an opinion, we retain the unilateral right to take any course of action permitted by professional standards, including declining to express an opinion, issuing a report, or withdrawing from the engagement.

During the course of our engagement, we may accumulate records containing data that should be reflected in the Amelia Concourse Community Development District books and records. The District will determine that all such data, if necessary, will be so reflected. Accordingly, the District will not expect us to maintain copies of such records in our possession.

p

Berger, Toombs, Elam,
,OJ Gaines & Frank
C"rtifi!!d Publk,\ccounbnts Pl

Amelia Concourse Community Development District August28,2018
Page 5

Other Relevant Information

In accordance with Government Auditing Standards, a copy of our most recent peer review report has been provided to you, for your information.

Fees, Costs and Access to Workpapers

Our fees for the audit and accounting services described above are based upon the value of the services performed and the time required by the individuals assigned to the engagement, plus direct expenses. Invoices for fees will be submitted in sufficient detail to demonstrate compliance with the terms of this engagement. Billings are due upon submission. Our fee for the services described in this letter for the year ending September 30, 2018 will not exceed
$3,875 unless the scope of the engagement  is  changed,  the  assistance  which  Amelia Concourse Community Development District has agreed to  furnish  is  not  provided,  or unexpected conditions are encountered, in which case we will discuss the  situation  with  you before proceeding. All other provisions of this letter will survive  any  fee adjustment.  The two annual renewals must be mutually agreed and approved by the Board of Supervisors.

In the event we are requested or authorized by Amelia Concourse Community Development District or are required by government regulation, subpoena, or other legal process to produce our documents or our personnel as witnesses with respect to our engagement for Amelia Concourse Community Development District, Amelia Concourse Community Development District will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel, incurred in responding to such requests.

The documentation for this engagement is the property of Berger, Toombs, Elam, Gaines, & Frank. However, you acknowledge and grant your assent that representatives of the cognizant or oversight agency or their designee, other government audit staffs, and the U.S. Government Accountability Office shall have access to the audit documentation upon their request and that we shall maintain the audit documentation for a period of at least three years after the date of the report, or for a longer period if we are requested to do so by the cognizant or oversight agency. Access to requested documentation will be provided under the supervision of Berger, Toombs, Elam, Gaines, & Frank audit personnel and at a location designated by our Firm.

Reporting

We will issue a written report upon completion of our audit of Amelia Concourse Community Development District's financial stat ments. Our report will be addressed to the  Board  of Amelia Concourse Community Development District. We cannot provide assurance that an unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion, add an emphasis-of-matter or other-matter paragraph(s), or withdraw from the engagement.

(" t Berger, Toombs1 Elam,

f:.OJ Gaines & Fran k

Amelia Concourse Community Development District August 28, 2018
Page 6

In  addition  to  9ur  report  on  Amelia  Concourse  Comm' unity  Development  District's  financial statements, we will also issue the following types of reports:
Reports on internal control and compliance with laws, regulations , and the provisions of contracts or grant agreements. We will report on any internal control findings and/or noncompliance which could have a material effect on the financial statements.
This letter constitutes the complete and exclusive statement of agreement between Berger, Toombs, Elam, Gaines, & Frank and Amelia Concourse Community Development District, superseding all proposals, oral or written, and all other communications , with respect to the terms of the engagement between the parties .

Please sign and return the attached copy of this letter to indicate your acknowledgment of, and agreement with, the arrangements for our audit of the financial statements including our respective responsibilities.
2 cerely, J007'1./otJI r/(}l)L
.	4	J/4dlllJ
BERG    .	ELAM, GAINES & FRANK
J. W. Gaines, CPA

Confirmed on behalf of the addressee:

_ ...f.i...:c:::....,=".-:v:..:..°.:c.".:..(:.'.'/-  -  -  -  -  -  -  ..!:L,  2..D' ci

Judson B. Baggett MBA, CPA, CVA, Partner
Marci Reutimonn CPA, Partner

1't 6815 Dairy Road
Zephyrhills, FL 33542
")  (813) 788-2155
A   (813) 782-8606

System  Review Report

To the Directors	November 2, 2016
Berger, Toombs, Elam, Gaines & Frank, CPAs PL
and the Peer Review Committee of the Florida Institute of Certified Public Accountants

We have reviewed the system of quality control for the accounting and auditing practice of Berger, Toombs, Elam, Gaines & Frank, CPAs PL (the firm), in effect for the year ended May 31,  2016. Our peer review was conducted in accordance with the Standards for Performing  and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants.  As a part of our peer review,  we considered  reviews by regulatory  entities,  if applicable, in determining the nature and extent of our procedures. The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Our responsibility is to express an opinion on the design  of the system  of quality control, and the firm's compliance therewith based on our review. The nature, objectives, scope, limitations of, and the procedures performed in a System Review are described in the standards at www.aicpa.org/prsummary.

As required by the standards, engagements selected for review included engagements performed under Government Auditing Standards and audits of employee benefit plans.

In our opinion, the system of quality control for the accounting and auditing practice of Berger, Toombs, Elam, Gaines & Frank, CPAs PL in effect for the year ended May 31, 2016 has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deficiency(ies), or fail. Berger, Toombs, Elam, Gaines & Frank, CPAs PL, has received a peer review rating of pass.

L :+- y­
sag , R utimann & Associates, CPAs, PA

(BERGER_REPORT16)

ADDENDUM TO ENGAGEMENT LETTER BETWEEN BERGER, TOOMBS, ELAM, GAINES AND FRANK AND AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT
(DATED AUGUST 28, 2018)

Public Records. Auditor shall, pursuant to· and in accordance with Section 119.0701, Florida Statutes, comply with the public records laws of the State of Florida, and specifically shall:

Keep and maintain public records required by the District to perform the services or work set forth in this Agreement; and

Upon the request of the District's custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; and

Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Agreement if the Auditor does not transfer the records to the District; and

	Upon completion of the Agreement, transfer, at no cost to the District, all public records in possession of the Auditor or keep and maintain public records required by the District to perform the service or work provided for in this Agreement. If the Auditor transfers all public records to the District upon completion of the Agreement, the Auditor shall destroy any duplicate public records that are exempt or confidential and exempt from public disclosure requirements. If the Auditor keeps and maintains public records upon completion of the Agreement, the Auditor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request from the District's custodian of public records, in a format that is compatible with the information technology systems of the District.

Auditor acknowledges that any requests to inspect or copy public records relating to this Agreement must be made directly to the District pursuant to Section 119.0701(3), Florida Statutes. If notified by the District of a public records request for records not in the possession of the District but in possession of the Auditor, the Auditor shall provide such records to the District or allow the records to be inspected or copied within a reasonable time. Auditor acknowledges that should Auditor fail to provide the public records to the District within a reasonable time, Auditor may be subject to penalties pursuant to Section 119.10, Florida Statutes.

IF THE AUDITOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE AUDITOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO TIDS AGREEMENT/CONTRACT, THE AUDITOR MAY CONTACT THE CUSTODIAN OF PUllLIC RECORDS FOR THE DISTRICT AT:

.	GMS-NF, LLC
475 WEST TOWN PLACE, SillTE 114 ST. AUGUSTINE, FL 32092 TELEPHONE: 904-940-5850
EMAIL: DDENAGY@GMSNF.COM

Auditor: J.W. Gaines

By:	 	

District: Amelia Concourse CDD
By; D		·CJ?		.c:.

Title: Dire7'

Title:D1s f( ,'c,-,f

f\ o..n °'B c.r­

Date: September 11, 2018

Date:	z./1-f /; 1

SEVENTH ORDER OF BUSINESS

A.

2019 Landscape
Maintenance Proposal

Amelia Concourse CDD

BrightView Landscape Services

1854 West Rd.
Jacksonville, FL 32216
T. 904-725-2552
www.brightview.com

February 8, 2019

Mr. Tony Shiver Operations Manager 85200 Amaryllis Ct.
Fernandina Beach, FL 32034

RE: 2019 Landscape Maintenance Proposal

Dear Tony:

BrightView is pleased to submit a professional landscape proposal for your property. After thoroughly walking the property with my Manager and Account Manager I think we have a good plan to keep the property looking its best consistently and keeping it weed free! BrightView will be happy to warranty  the plant material after inspecting it to ensure it was not planted incorrectly or is currently damaged.

The enclosed proposal was developed based on your feedback and will demonstrate how our experienced and skilled team will achieve your landscape goals and keep your property looking its best. Within the first 30 days on the job and throughout our service commitment, you will see a noticeable difference in the following areas that you indicated are high priority:

Communication – We Hear You
A good communication system can give us greater flexibility, shorter reaction time and faster response. It all starts with the Account Manager, who will deliver a schedule detailing all upcoming landscape events for the month. This will include detail schedule, chemical applications, and any other events for the month. Your Account Manager is trained to be proactive in the continuous improvement of your landscape, offering solutions to challenging areas of the site before the issue becomes your headache. Property walks, weekly service visit communication reports, and partnerships with our clients produce great results.
Consistency – You expect it We deliver it
Consistency in Landscaping brings out the best your property has to offer and maximizes it for the benefit of your guests and members. People who are health conscious are aware of their appearance and will take notice of the appearance of your landscape. BrightView performs some of the highest standards of work in the industry setting the bar for quality landscaping service. Furthermore, BrightView has developed a production system that will allow an Account Manager to facilitate any changes for the crew. Your Account Manager will map out the production cycle for the entire site while showing the path of motion for every piece of equipment. This delivers consistent products, site performance, and scheduling.

1854 West Rd.
Jacksonville, FL 32216
T. 904-725-2552
www.brightview.com

Teamwork – We are in it to win it
Our team ranks at top in the world in Safety, Employee Training, and client retention. Your crews will arrive on site in full uniform, including a high visibility safety vest, steel-toe boots, Eye protection and hearing protection. The team will deploy from a service vehicle and immediately cone off the work area surrounding the vehicle. As they start the service visit, each team member conducts themselves according to their assigned task for the visit, executing the assignment with a driven sense of purpose, born from 40+ hours of training per year per employee. At the end of the service visit, the Crew Leader will make one last sweep of the area of operation to insure no tasks have been missed, followed by dropping off a communication report or discussing the visit with a member of your staff on site. We hire only professional landscapers and to join our team you must pass a background check, drug screening, and verification of employment eligibility for this country before being hired.

As an experienced partner delivering both local expertise and national resources, we understand how a well-maintained landscape attracts people, adds to your property value and contributes to your success. When you partner with BrightView, you will have a team of local professionals dedicated to the careful stewardship of your landscape and its enduring beauty and value.

Thank you for the opportunity to submit this proposal. I will follow up with you in the next few days to answer any questions you may have. Feel free to contact me at (904) 699-8153 or by email at George.Rugen@brightview.com. I would be happy to answer any questions you may have, and possibly introduce our Account Manager who would be handling Amelia Concourse CDDs’ landscape maintenance.

Sincerely,

George Rugen
Business Developer

Results In the First 30 Days

Our goal is to show a noticeable difference within the first 30 days on the job. Through our onsite inspections, property reviews and conversations with you and your team, together we will construct service, communication and action plans best suited for Amelia Concourse CDD. Listed below are tasks we will fulfill in the first 30 days based on priorities you have already identified.

Irrigation

Perform a thorough inspection of the systems and components.
Map the system showing locations of major components and zone coverage.
Sample the soil and adjust watering schedule for desired moisture.
Recommend necessary repairs and upgrade
Identify water shutoffs in event of emergency	Shrubs and Beds

Remove weeds
Prune all shrubs
Remove all dead plant material
Eliminate sucker growth and volunteer plantings from beds.

Apply insect and disease control practices to plant material

Propose solutions for dead plant replacements		Safety

Trim plant material blocking line of sight to buildings and facilities

Identify obstacles in the path of motion for production teams

Identify trip hazards created by plant or tree growth

Ensure tree canopies are above the height or vehicles in parking areas
Identify drainage problem and propose solutions	
Communication
Introduce Account Manager and key staff

Walk site with Property Manager and BrightView team

Determine your preferred communication methods
Schedule key production cycles
Deliver all key contact information for the team	Turf
Apply Broadleaf Weed Control
Develop customized fertilization program

Apply blanket coverage of chinch bug suppression agent
Apply Pre-emergent weed control to inhibit new growth.		Trees
Elevated Canopies to mandated heights

Repair tree wells as needed
Replace or repair improperly installed or damaged tree stakes
Provide an extensive plan for preserving and maintaining legacy trees	

Job Start-up Plan	30	60	90	Propose
Solution	
Communication Plan	
Account Manager - introduction by VCM Business Developer to Ron Willis and
staff	X				
Method - review type/frequency of preferred communication (email, phone, forms,
etc)	X				
Turf Action Plan	
Broadleaf weed application NOTE: Will require two or more applications	X		X		
Pre-emergence application to inhibit new weed germination	X				
Shrub and Bed Action Plan	
Remove weeds in plant beds, hardscape, and raised planters	X				
Prune selected shrubs	X				
Remove plants too close to tree trunks, groundcover crowding shrubs, and poor
performing/declining plants/disscuss alternatives	X			X	
Mulch planters showing bare dirt	X				
Bevel cut edges of groundcover adjacent to hardscape	X				
Iron Chelate - apply to correct chlorotic shrubs	X				
Insect and Disease Control application for treatable diseased plant material	X				
Snail - renovate damaged plants, remove dead leaves, fertilize and apply bait					
ID poor performing plants and propose appropriate replacements	X			X	
Tree Action Plan	
Prune selected trees		X			
Need tree wells installed			X	X	
Trees and/or Palms will be deep root fertilized as needed			X	X	
Seasonal Color Action Plan	
Upon completion of start-up work, additional written recommendations may be provided for seasonal color, plant replacements or other concerns encountered
during the start-up process.		
X		
X	
Irrigation Action Plan	
Sprinkler Heads - check for proper operation and coverage	X				
Controller - check/adjust for accurate time, valve firing sequence, multiple program
sequencing and proper seasonal setting	X				
RC Valves - check for proper operation and leaks	X				
Backflow/Pressure Regulator - check for proper operation	X				
Gate Valves/Quick Coupler - check for proper operation and/or leakage	X				
Map the system showing locations of major components	X				
Soil Profile - take samples with a soil probe and adjust watering frequency for
desired moisture depth	X				
Upon completion of the evaluation we will ID over/under watering or other irrigation concerns and recommend necessary repairs/upgrades to include drip
irrigation	
X			
X	
Miscellaneous Items Action Plan	
Drainage Problems - ID and propose solutions		X		X	
Soil - test for nutrient deficiencies and presence of toxins	X			X	
Performance Review after first 30/60/90 days w/ management	X	X	X	X	
Micro-environments existing adjacent or between structures		X		X	
As part of an integrated landscape management program we will identify
underperforming areas of the landscape and create a long-term improvement plan			X	X	

Communication Catered
to Your Style

To ensure a successful partnership, effective communication is one of our top priorities. We have found the best way to keep our customers highly satisfied is to always make sure we understand your current needs and priorities. We believe strongly in being proactive in our communication and have designed several forms and checklists our customers find valuable for staying apprised of their landscape status and maintenance activity. Additionally, we are equipped to respond quickly to new and unexpected needs as they arise. I have attached a few sample forms for your review. We can customize these forms whether it by digital, emai l, or pen and paper to whatever works best for you.

Proactive Communication
Walk your property with you to continually be aware of your priorities
Report our daily maintenance activities as often as you prefer
Provide digital photos to verify technical issues, damage and plant and tree health
Digital Design studio to provide state of the art imaging for your enhancement projects

Consistency in Quality Efficiently Delivered

Our goal is to consistently offer the best value in the marketplace by providing unmatched service, a customized approach focused on your specific priorities and a well maintained landscape you and the community are proud of – all while meeting your predetermined budget parameters. Doing this requires operational excellence. The operational practices that allow us to consistently meet our customers’ expectations include:

The industry’s top talent – When selecting teams for each property, we match the specific landscape needs with our most appropriately experienced talent. At BrightView, we have a deep pool of talent. We recruit from the top horticultural and landscape schools in the country and have an all-encompassing training program that ensuresour crews perform at their peak year round.

State-of-the-art equipment – Our crews operate high quality and well-maintained equipment and are trained to use the most effective tool for each task on your property. The result – a better end product achieved with greater efficiency and fewer injuries.

Horticultural excellence – Plant material looks and performs its best when maintained properly. Our horticultural experts understand the science of landscape maintenance and will ensure the plant material on your property receives the proper care for each season and as unexpected circumstances arise.

Innovation – Lead or follow; we choose to lead. BrightView seeks out and tests the latest technology so we can help our customers reduce operating costs, benefit from greater efficiencies and have all around healthier and higher performing plant material.

Systematic operations – We deploy to ensure our crews focus on your priorities and important details are not overlooked. Our approach is to design the most effective path of motion for the work to be performed, specify the equipment to be used and supply our crew with detailed site plans that show their daily, weekly and monthly activities.

Continuous improvement – We routinely evaluate for safety, quality and effectiveness in a persistent effort to be better today than we were yesterday.

Training Your Team to Exceed Your Expectations

We understand that well trained and tenured team members provide outstanding quality and customer service. Every Gardener on your team is required to complete our certification program, which prepares your crew with the skills to perform quality work, safely and to your complete satisfaction.

Gardeners are offered training to progress along a career track within BrightView. We have found that our career progression opportunities and training motivates our team members to perform at their peak and remain committed to our company and our customers.

A Safe Community and Workplace is Our Priority
The safety and well being of our customers, your property visitors, the general public, and our employees is of paramount importance to our operation. Below are measures we employ to maintain a safe working environment on and off your property.

Preserving a safe environment	Crew Safety

Criminal background checks
Initial and random driving record checks
Initial and random drug/alcohol screenings
Fully uniformed crews with safety vests
BrightView logo clearly displayed on vehicles
“How’s my driving?” stickers on vehicles
Required use of cones to demark safety zone

Extensive driver safety certification program
New hire safety orientation
Certification required to use all power equipment
Reward system for safety compliance
Mandatory weekly field crew safety meetings
Weekly management safety calls

Preserving the Value of Your Asset

The leader in innovative landscape maintenance solutions, we seek out ways to help our customers save money through more efficient and healthier landscapes. Our integrated practice allows us to offer our customers additional services that protect the landscape and add value to the asset. This provides you with the ease of working with your one trusted service provider, BrightView, and frees you up from having to manage multiple third-party consultants saving you time and money. Value-added services we offer that could benefit your property include:

Highest percentage of Best Management Practices Certified Personnel in the industry
Multiple Certified and Licensed Irrigation Managers
24 Hour Emergency Response
Licensed Pest Control Services provider
Digital Design Studio
In-house nationally certified Tree Arborists

Emergency Response Team Ready When You Need Us

With hundreds of locations, we can dispatch faster than other landscape service providers in the event of a catastrophic situation, including but not limited to hurricanes, tornadoes / water spouts, and severe weather.

When a catastrophe occurs, your local Branch Manager, Chris Webber, will personally draw on resources and pull equipment from within the BrightView network to ensure your property is quickly, properly and safely serviced.

Resources from branch offices will be available in the event of an emergency to ensure our customers have access to crews and equipment quickly.

Your Full Service Landscape Expert
BrightView takes pride in providing the highest-quality landscape and snow services with a worry-free, dependable service commitment. As the nation’s leading landscape service company, we consistently bring excellent landscapes to life at thousands of clients’ properties, fostering collaborative relationships to drive clients’ success.

A full service landscape company, BrightView can mobilize quickly to respond to special requests that may fall outside of the scope of landscape maintenance. In addition to landscape maintenance, our expertise extends to:

At every stage of your property’s lifecycle, BrightView is here to take care of your landscape.

Design	Develop	Maintain	Enhance	
Landscape Architecture &	Planting	Landscape	Enhancements	
Planning	Hardscaped	Tree Care	Sustainability	
Design Build	Pools & Water Features	Snow & Ice	Water Management	
Program Management	Compliance	Specialty Turf		
	Tree Growing & Moving	Exterior Maintenance		

Our Eye
Is Always on Quality and
Continuous Improvement

Our team management will review your property periodically to ensure our crew is meeting quality standards and your expectations. This internal review process is an important element of our quality assurance and continuous improvement programs. The crew takes these reports very seriously as they impact their compensation.

Your Complete Satisfaction is Our #1 Goal

We judge our success by the complete satisfaction of our customers. Every member of your landscape team will strive to earn your trust and loyalty through a proactive relationship in which we consistently perform work of the highest quality with unmatchedresponsiveness. To meet this goal, we continually collect feedback through a comprehensive customer satisfaction program. We use the valuable insight gained through our survey program to determine system improvements and guide the content of our employee training program

PRICING SNAPSHOT THAT FITS YOUR BUDGET
Landscape Management – Amelia Concourse CDD

Base Management Monthly Price	$ 1,500.00	
Base Management Yearly Fee	$18,000.00	

Base Management pricing includes:
52 Grounds Maintenance Visits
Mowing, Weeding, Edging
Blowing Debris
Bed Weed Control
Shrubs and Groundcover Pruning

Fertilizer/Pest Control/Weed Control Monthly Price	$	120.00	
Fertilizer/Pest Control/Weed Control Yearly Fee	$ 1,440.00	

Agronomics Management pricing includes:
Turf Fertilization
Turf Insect Control
Turf Weed Control
Shrub and Groundcover Fertilization
Shrub and Groundcover Insect Control

Irrigation Inspection Service Monthly Price	$ 80.00	
Irrigation Inspection Service Yearly Fee	$ 960.00	

Irrigation Inspection pricing includes:
Monthly check and adjust all zones
Monthly cleaning irrigation heads
Monthly Irrigation report

Total Management Monthly Price	$ 1,700.00 Total Management Yearly Fee Total	$20,400.00

Available but not included

Mulch/Pine Bark Installation Service Monthly Price	$ 820.00	
Mulch/Pine Bark Installation Service Yearly Fee	$9,840.00	

Mulch Installation Management pricing includes:
Install 50 cubic yards of mulch 2x per year
Install 380 Bales of Pine Straw 2x per year
Equipment and Material
Note: Pine Straw Unit Price $7.00 Per Bale
Note: Mulch Unit Price $48.00 Per Cubic Yard

Annual Flower Rotation Monthly Price	$ 265.00	
Annual Flower Rotation Yearly Fee	$3,180.00	

Annual Flower Rotation Management pricing includes:
Contract Grown Flowers with 396 units X4 change outs per year
Total number of units per year is 1,584
Fertilizer
Weed Control

Palm Pruning Monthly Fee	$	99.00	
Palm Pruning Yearly Fee	$1,188.00	

Palm Pruning pricing includes:
Removing dead fronds and bloom spikes 2x per year (6 Sabals, 10 Washy, 1 Specialty)
Equipment
Dump Fees

Phase I Pond Monthly Fee	$ 270.00	
Phase I Pond Yearly Fee	$3,240.00	

Base Management pricing includes:
38 Grounds Maintenance Visits
Mowing, Weeding

B.

February 5, 2019

Trim All Lawn Service 942360 Old Nassauville Road Fernandina Beach, Fl.32034
Phone (904) 491-3232
Fax (904) 491-8710

TRIM ALL LAWN SERVICE
Landscape Maintenance Agreement
Amelia Concourse CDD C/o Tony Shivers
475 West Town Place, Suite 114 St. Augustine, Fl. 32092

Trim All Lawn Service is a fully insured landscape maintenance company with fifteen years of experience in the greens industry. Our services include lawn maintenance, irrigation installation and repairs, pest control and fertilization of turf and ornamentals. Trim All Lawn Service maintains a drug- free work place.
Amelia Concourse CDD, hereinafter called the “Owner” and Trim All Lawn Service, hereinafter called the “Contractor,” in consideration of the mutual covenants herein contained and of other good and valuable consideration, the receipt of which is hereby acknowledged, hereby agrees as follows:

Duration of Agreement. The contractor shall perform its services under this agreement, as set forth on Exhibit A, from March 1, 2019 until and including February 28, 2020. This agreement shall automatically renew on its anniversary date for same terms and conditions, and any price adjustments shall be made on anniversary date.

Termination, Cancellation, and Nonrenewal of Contract:
This agreement may be terminated, at any time, with or without cause, by either party by giving the other written notice, 30 days in advance, of the termination.

Services. The Contractor, who shall be considered an independent contractor of the Owner, shall perform the services listed under description of services. The Contractor shall perform its services upon the premises of Owner located at Amelia Concourse CDD, 85200 Amaryllis Court, Fernandina Beach, FL. 32034. All such services shall conform to the practices in the landscape maintenance industry and with applicable law. Contractor shall maintain the proper insurance in full force and effect for the duration of this contract.

Payment.  The Owner shall pay to the Contractor for services under this Agreement the sum of $1,468.50 monthly due on the first day of the month after the service is performed. Additional services requested by Owner and performed by the
Contractor beyond the scope of this contract for monthly maintenance, will be billed to Owner separately. Payments shall be remitted to: Trim All Lawn Service, 942360 Old Nassauville Rd., Fernandina Beach, FL. 32034. If payment is delinquent, service will be placed on a temporary hold until payment is received in full.
The owner may be subject to collection agency costs, attorney fees, court costs, filing fees and finance charges for late or non-payment.

The Parties have signed and agreed to this agreement as of the date set forth below.

Trim All Lawn Service	Date
Jason R. Lee, President

Amelia Concourse CDD	Date

Exhibit A
Maintenance Program:
Amenity Center, Maintenance Entrance, Second Entrance, Phase II Pond Bank, and CDD owned Tracts
Mow weekly service during growing season and as needed during dormant period.
Edge all walkways, flower beds, roadways, etc.
Trim all shrubs as needed.
Weeds in beds will be removed by manual or chemical application.
Remove all landscape debris and blow property after every service.
Trash pick-up prior to each cut.
52weeks per year
Cost of Maintenance: 14,088.00 per year

Maintenance Program:
Phase I Pond
Mow weekly service during growing season and as needed during dormant period.
Remove all landscape debris and blow property after every service.
Trash pick-up prior to each cut.
52 weeks per year
Cost of Maintenance: $714.00 per year

Fertilization, Weed, and Pest Control of Turf:
Insecticides will be applied as needed to keep insect populations down.
Additional treatments, if needed, will be at an additional charge.
Herbicides will be applied for broadleaf weeds.
Fertilization will be a slow release type designed for professional use.
All Fungicide treatments, if needed, will be at an additional charge.
Turf will be treated 6 times per year.

Fertilization and Pest Control of Ornamentals:
Slow release fertilizers will be applied to all ornamental plant material.
Insecticides will be added to control all insect activity.
Ornamentals will be treated 2 times per year or as needed to promote healthy ornamental plants.

Cost of Fertilization & Pest Control: $1,800.00 per year

Irrigation System Checks:
Activation of each zone and visually inspect for broken or out of adjustment irrigation heads monthly.
Adjusting all sprinklers as needed.
Adjusting all clocks to meet demand for turf and ornamental areas.
All repairs necessary will be reported before work is to begin.
All calls for irrigation problems will be addressed immediately.
Additional sprinkler repairs will be completed on an hourly basis at a rate of $75.00 per hour, plus parts.
Cost of Irrigation: $1,020.00 per year

Summary of Services
Maintenance: $14,088.00 annually; $1,174.00 per month
Maintenance of PHASE I POND: $714.00 annually; $59.50 per month Fertilization & Pest Control: $1,800.00 annually; $150.00 per month Irrigation: $1,020.00 annually; $85.00 per month
Total for All Services: $17,622.00

Other Services Available at Additional Cost:
Palm Tree Trimming:
Trimming of (10) Washington Palms; two rotations at $700.00 per year.
Trimming of (6) Cabbage Palms: one rotation at $210.00 per year.
Total cost of Palm Tree Trimming: $910.00 per year

Installation of Mulch:
Installation of (325) bags of Cypress mulch; two times per year (650 bags total).
Total cost of Mulch: $3,250.00 per year

Installation of Annuals:
Install (360) annuals at $2.00 per annual at the Entrance; four times per year at
$720.00 per rotation.
Install (144) annuals at $2.00 per annual at the Amenities Center; four times per year at $288.00 per rotation.
Total cost of Annuals: $4,032.00 per year

C.

February 12, 2019
Amelia Concourse COD

Contract No. - 4465

2019 Maintenance Contract Re-bid

MN • Weekly Service 413

Weekly Service includes the following: Mowing, edging, and line trimming all irrigated turf areas weekly in the growing season, and as needed in the cool season.

Mowing of two pond banks in Phase II weekly in the growing season and as needed in the cool season.

Plant and bed care to include weekly weeding, plant 1PM for insects and diseases, and pruning occurrences necessary to maintain a year-round neat appearance. The natural area along the Amelia Concourse shall be deep-cleaned as a winter operation, and kept free of vines, weeds, and dead material throughout the remainder of the year.

Weekly removal and disposal of all landscape debris, and blowing of all surfaces. These services are all part of the monthly maintenance fee.
lrrjqatlon System Inspection

A monthly wet check wlll be performed on the irrigation system. At this time, all coverage, timing, and repair issues will be addressed. Customer will be billed for parts and labor required to make repairs unless it is deemed damage to the system was caused by Martex Services, Inc. A report will be generated from each inspection.

This service is part of the monthly maintenance fee.

Contract No. - 4465	Amelia Concourse CDO	February 12, 20'19
Pond Bank Mowing

As an optional service, the Phase I pond embankment mowing will be performed 36 times per year. Typically every week from March through October, and as needed from November through February.

The Phase II pond embankments mowing will be performed 36 times per year and is included in
the weekly service fee.

Shrub fert

Two times per year, March and September, all plant material will be fertilized with a high quality, slow release granular shrub fertilizer.

This service is part of the monthly maintenance fee .

Turf App St. Augustine

All irrigated turf shall receive six applications fertilization, insect control, and weed control. Pre-emergent herbicides will be applied in late fall and early spring. Spot post emergent herbicide treatments will be performed as needed on all other applications. Two fertilizer applications will utilize a slow release granular, the others will be a liquid application with Iron and micro nutrients.

This service is part of the monthly maintenance fee.

Hardwood mulch installed

200 bags of hardwood mulch (cypress) will be installed 2 times per year, spring and fall, to all plant beds. This service is not part of the monthly maintenance fee and will be billed when performed.
Pine straw instaUation

100 bales of pine straw mulch will be appl ied twice per year, spring and fall, in the beds designated for pine straw.

This service is not part of the monthly fee, and will be billed when performed.

Seasonal flowers installed

504 annuals (4") will be rotated three times per year (spring, summer , fall/winter) in the designated flower beds and flower pots.

This service is not part of the monthly fee and will be billed when performed.

Contract No. - 4465	Amelia Concourse COO	Febn.iary 12, 2019
Palm pruning

Nine palm trees will be pruned twice per year to remove dead fronds and fruiting bodies. This service is not part of the monthly fee and will be billed when performed.
CONTRACT SUMMARY

SERVICES	OCCURS	PRICE EACH	EXT PRICE	SALES TAX	TOTAL PRICE	
MN - Weekly Service 4/3	52	$228.00	$11,856.00	$0.00	$11,856.00	
Irrigation System Inspection	12	$120.00	$1,440.00	$0.00	$1,440.00	
Pond Bank Mowing	36	$90.00	$3,240.00	$0.00	$3,240.00	
Shrub fart	2	$90.00	$180.00	$0.00	$180.00	
Turf App SL Augustine	6	$120.00	$720.00	$0.00	$720.00	
Hardwood mulch installed	2	$711.22	$1,422.44	$0.00	$1,422.44	
Pine straw Installation	2	$709.95	$1,419.90	$0.00	$1,419 .90	
Seasonal flowers Installed	3	$938.44	$2,815.32	$0.00	$2,815.3 2	
Palm pruning	2	$274.83	$549.66	$0.00	$549.66	
			$23,643.32	$0.00	$23,643.32	

EIGHTH ORDER OF BUSINESS

11246 Distribution Ave E. #18
Jacksonville, Florida 32256 www.ReflectionsJax.com 904-322-8900

Service Location

Customer

3228900@gmail.com

Estimate# 8225
1-21-2019
Estimate Guaranteed for 90 days.

First Coast CMS

904-537-9034

Amelia Concourse CDD 85200 Amaryllis Ct
Fernandina Beach, FL 32034-9716

Item(s)	
Qty	Name	Description	Rate	Amount	Tax	
1	Soft Washing	Soft wash outside of fence along Amelia Concourse and inside of fence at end of  cul de sacs including visible portions of 50 caps removing dirt, surface mold and organic material	$1,850.00	$1,850.00	Non	
2	Soft Washing	Soft wash monuments at entrance removing dirt, surface mold and organic material	$120.00	$240.00	Non	
1	Soft Washing	Soft wash amenities building removing dirt, surface mold and organic material. Ceiling will most likely need to be refinished after cleaning.	$450.00	$450.00	Non	
20	Soft Washing	Soft wash caps of fence around pool and playground area removing dirt, surface mold and organic material	$15.00	$300.00	Non	
1	Soft Washing	Soft wash play set removing dirt, surface mold and organic material	$150.00	$150.00	Non	

Subtotal	 	$2,990.00	
Tax	 	$0.00	
Total	 	$2,990.00	

 Terms	
Due on receipt

Signature	Date

Notes	
Loose or missing bricks noted on building and pillars throughout community.

Not every line item must be chosen but we require a minimum of $195. Customer will need to be home during cleaning if the screens are only removable from the inside, or customer may choose to remove screens themselves. We recommend watering     all plants around house 2-3 days before and after cleaning. Soft washing involves risk to vegetation as we use a chlorine based algaecide and soap solution for cleaning.    Reflections uses every effort to protect plants and grass and will not be held liable         for any plant damage.   Grass along edges of cleaning may be stressed but should return to normal in 2 - 4 weeks.   Not    responsible for any damage to or caused by electrical components, including fire alarms and keypads, etc., that may get wet    during the cleaning process. Not responsible for water intrusion or fogging that  is  revealed  during  cleaning.  A mix  of  high pressure and chemical cleaning (soft washing) may be used as required by the item being cleaned. Any debris from pressure washing will be pushed out 2 - 3 feet into street.  Cleaning will be done to the best of our ability.   Some stains may not be   completely removed.  Scratches on glass may be revealed after cleaning. Reflections is not responsible for any pre-existing   damage of windows or frames, including scratches due to fabricating debris embedded in glass and does not use any tools or solutions that would scratch glass. Prices do not include removal of hard water stains, paint, adhesives or construction debris   unless otherwise stated on the estimate. Windows above screen enclosures will be cleaned to the best of our ability.

PO Box 51289
Jacksonville Beach FL 32240 (904) 220-3337,

Rizzetta & Company Tony Shiver
2806 North Fifth Street Unit#403 St. Augustine, Florida, 32084 (904) 537-9034
tony@firstcoastcms.com

CUSTOMER

Info@krystalklean.com

DESCRIPTION

Estimate

ESTIMATE #	17613949	
DATE		
PO #		

Rizzetta & Company Amelia Concourse CDD 85200 Amaryllis Ct.
Fernandina Beach, FL, 32034 (904) 537-9034
tony@firstcoastcms.com

Pressure wash entrance sign & monuments, vinyl fence in front.

SERVICE LOCATION

Description	Qty	Rate	Total	
Commercial Pressure Washing
Pressure wash entrance signs , columns, towers, and white vinyl fence to the right and left of entrance.-Pressure wash surfaces with moderate heat, regulated pressure, and a balanced anti-microbial solution to remove organic build- up. Some stains may not be fully removable from surfaces being cleaned.	1.00	$2,987.00	$2,987.00	
JEA Water Meter
Rental of JEA water meter for use with city water sources.	1.00	$50.00	$50.00	

Estimate Total:	$3,037.00

CUSTOMER MESSAGE

Thank you for the opportunity to serve you!

Krystal Klean upholds the highest industry standards for glass cleaning tools and methods but must inform and educate its customers about the inherent risk of scratches when cleaning glass. Given the facts below, Krystal Klean cannot be held liable for glass scratches. Minuscule glass particles (or “glass fines”) may exist on the pane surface. This flaw is common for tempered or hurricane-proof glass often installed in Florida. During a normal cleaning process, these glass fines can break off and cause hairline scratches. Removal of paint, adhesives, calcium deposits, or construction debris may require the use of scrubbing pads or scrapers, which increases the risk of scratched glass, and is a separate service from standard window cleaning. When cleaning glass to remove calcium deposits, some brands of tinted or soft glass may be micro-scratched with vinyl buffing pads. Preexisting scratches may be visible or apparent after the glass is cleaned.

Terms of payment: The total amount stated is due upon completion. Where applicable, credit cards will be charged for the total amount upon completion based on the credit card information provided in advance. All late payments (over 30 days) may bear
1

NINTH ORDER OF BUSINESS

November 20, 2018 CMS
475 West Town Place Suite 114 St. Augustine, Fl 32092

Re:	Amelia Concourse Splash Pool Plaster

4571 St. Augustine Road Jacksonville, FL 32207
Phone: 904.733.7665
Fax: 904.733.7946
CPC 056638
CPC 044955

Parry Pools, Inc. is pleased to provide you with our proposal for the above mentioned project. We propose to furnish all labor and materials necessary to complete the referenced project. Our proposal includes:

Splash Pool Plaster	$20,500.00

County and state permitting	$350.00

Replace 15’ of coping at the northwest corner	$1,200.00 Replace 2’ at the north east side by the beach entry

Drain pool and remove netting
Remove waterline tile
Chip-out gutter for smooth transition to zero gutter
Prep zero gutter for smooth finish
Hydro-blast interior
Apply bond coat to interior
Replace 2- 12x12 and 2- 18x18 VGB grates
Set new waterline tile with non skid tile per Fl. code
Apply CLI quartz aggregate finish

50% due at start
50% due at completion

Thank you for the opportunity to provide you with a proposal. Please call me if you have any additional questions or issues.

Sincerely,

Billy
William E Parry, III President

TENTH ORDER OF BUSINESS

A.

MINUTES OF MEETING
AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Amelia Concourse Community Development District was held Tuesday, November 27, 2018 at 11:00 a.m. at the Amelia Concourse Amenity Center, 85200 Amaryllis Court, Fernandina Beach, Florida 32034.

Present and constituting a quorum were:

James (Glenn) Marvin	Chairman
Harvey Greenberg	Vice Chairman
Nick Powell	Supervisor
Ellen Cator	Supervisor
Jordan Beall	Supervisor

Also present were:

Daniel Laughlin	District Manager
Jason Walters	District Counsel
Dan McCranie	District Engineer (by phone)
Dave deNagy	GMS
Darrin Mossing	GMS
Darrin Mossing Jr.	GMS
Tony Shiver	First Coast CMS
Ashton Bligh	Greenberg Traurig (by phone)

FIRST ORDER OF BUSINESS	Roll Call
Mr. Laughlin called the meeting to order at 11:00 a.m.

SECOND ORDER OF BUSINESS	Audience Comments
Mr. Greenberg asked did we have a resignation from Scott Campbell?
Mr. Walters responded no his term expired and that was filled by one of the general election seats.
Mr. Greenberg stated I beg to differ. Jordan is filling Scott Campbell’s seat. Ellen took Debbie Malloch’s seat and I took Glenn’s seat so that would meet Jordan is taking Scott’s seat.
Mr. Walters stated okay I wasn’t sure of the seat numbers.

THIRD ORDER OF BUSINESS	Affidavits of Publication
Copies of the affidavits were included in the agenda package.

November 27, 2018	Amelia Concourse CDD

FOURTH ORDER OF BUSINESS	Organizational Matters
Oath of Office for Newly Elected Supervisors
Mr. Laughlin administered an oath of office to Mr. Beall, Mr. Greenberg and Ms. Cator.

Consideration of Resolution 2019-04, Canvassing and Certifying the Results of the Landowners Election
Mr. Walters stated we will fill in the information from the landowners’ election which will include the results that Jordan Beall received 100 votes and will fill that seat.

On MOTION by Mr. Powell seconded by Mr. Greenberg with all in favor Resolution 2019-04 was approved.

Consideration of Appointing a New Supervisor to Fill Seat 4 Vacancy
Mr. Walters stated we had the three seats that were filled, two by the general election and one by the landowner. A supervisor had previously resigned his seat and his term doesn’t expire until 2020 so there is not an election to fill that seat. The way we fill vacancies when they occur midterm like that is by appointment and when I say appointment it’s a motion, a second and a vote of the Board so as the four members constituting the Board today you will make an appointment for that fifth seat.
Mr. Greenberg stated I’d like to make a motion that James Marvin is appointed to fill the vacant seat, previously held by David Jae.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor James Marvin was appointed to seat four.

Oath of Office for Appointed Supervisor
Mr. Laughlin administered an oath of office to Mr. Marvin.
General Information for New Supervisors
Mr. Walters stated one thing to keep in mind is that the CDD is a local unit of government of the State of Florida and that opens up a lot of things that you will be subject to. You just took the oath and you will fill out the forms that Daniel will send to you. Two of the things we like to point out right away are that as local officials you are subject to the Sunshine Statute and that means that all District business must be conducted at these meetings. They are publicly noticed, we have minutes that are transcribed and they are open to the public. What that

November 27, 2018	Amelia Concourse CDD

also means is you can’t discuss District business outside of these meetings so with your neighbors and friends you can talk about the weather and your last vacation we just ask that you don’t discuss anything that could come before this Board outside of a meeting. It’s the same requirements that all of the local officials within the state are subject to. The second big statute that comes into play is regarding public records. All of the documents that are produced by this entity are public records that anyone can request at any time so we have copies of these books and you are not required to keep that but we do suggest that you set up a separate email address because if someone requests all of the emails of all of the supervisors you have a segregated email account rather than your personal account that you have to dig through and find any District emails. Having said that, staff are not included in the Sunshine Statute so if you have a question for Daniel or me you can always reach out to us and we will be happy to answer any questions you may have. Any of the other supervisors cannot discuss District business outside of a meeting.
Mr. Laughlin stated I have a packet here that I will give to you after the meeting that gives you some info on it.
Consideration of Resolution 2019-05, Designating Officers
Mr. Laughlin stated this will be to designate who will be Chairman, Vice Chairman etc.
Mr. Walters stated we can do it one of two ways, we can take a motion for each seat or we can slate in different people if you’re saying you want someone as Chair and Vice Chair and so forth so we can take one motion on the resolution. It may be easiest just to do Chairman and Vice Chairman because the remainder of the Board will serve as Assistant Secretaries and the Treasurer comes from our district management company.
Mr. Greenberg stated I was going to nominate James Marvin as the Chairman.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor designating James Marvin as Chairman was approved.

Ms. Cator stated I nominate Harvey Greenberg for Vice Chair.

On MOTION by Ms. Cator seconded by Mr. Powell with all in favor designating Harvey Greenberg as Vice Chairman was approved.

November 27, 2018	Amelia Concourse CDD

Mr. Laughlin stated Ellen Cator, Nick Powell, Jordan Beall will be assistant secretaries and from our office Jim Perry will be the treasurer and assistant secretary for check signing purposes, and I will be the secretary and assistant treasurer.
Mr. Greenberg stated it might be worthwhile to have a resident member of the Board be assistant treasurer.
Mr. Walters stated sure my only comment to that is our district management company handles all of the finances and accounts. They are licensed, insured and a professional management company so to the extent with input on that or oversight we have all of the budgets and financials come out every month but I’m not sure I’d be as comfortable having a resident with check signing authority and that’s what the assistant treasurer designation would do.
Mr. Greenberg stated there could be a designation without check signing authority.
Mr. Walters stated I think we could do that without including it as an official officer. I haven’t seen it done that way and I’ve got districts that have had resident boards for twenty years so I’m a little hesitant to open up that issue.
Mr. Greenberg stated I’ll accept that with the provision that Ellen Cator be part of and privy to any financial information so she at least has the ability and we have some oversight.
Mr. Walters stated sure I think that’s a great idea and we can do that in terms of making sure she gets copies of all of the financial reports.

On MOTION by Mr. Powell seconded by Mr. Greenberg with all in favor Resolution 2019-05 was approved.

FIFTH ORDER OF BUSINESS	Public Hearing to Consider the Imposition of
Special Assessments for Phase III

On MOTION by Mr. Marvin seconded by Mr. Greenberg with all in favor the public hearing was opened.

Mr. Walters stated I realize we have couple of new supervisors so I want to take the time to walk through this a little bit. At the last meeting we started what we call the assessment process and this is not related to O&M or our annual budget. We started the assessment process for the financing for the final phase of development. If you recall, the first phase was installed

November 27, 2018	Amelia Concourse CDD

over the last few years and the second phase has been going in and now the final phase of development will be completed on the back end. The CDD as a public entity with the authority to issue tax exempt bonds, what we finance is the public infrastructure such as the roads, the water and sewer, the stormwater, conservation areas and wetlands; not homes. The way we do that is we issue tax-exempt bonds that will then pay for the construction of that phase. That’s the way we did it in phases one and two. A key thing to note is this is local to that area so the assessments we’re considering today do not affect any of the other homeowners, it will simply be imposed on the phase three land to pay for that infrastructure so it’s kind of a growth that pays for itself model. At a previous meeting we started that assessment process by resolution and setting today’s public hearing. The two key documents you will see behind that resolution are the assessment methodology report and the engineer’s report. I will go over and talk about some of things you saw emails on and the changes came out for the engineer’s report. The engineer’s report kind of defines that project. It tells everyone what we are going to be building, talks about the roads that are going to built, the water and sewer improvements that are going in, it provides estimates of costs for those improvements and it outlines who is going to maintain those at the end of the day so it kind of sets out what the project is. The methodology report contemplates that project is going to cost and how it breaks down per lot so each lot is assigned a certain amount of that debt just like it is for phases one and two. We’ve sent out the notices that were published in the paper and a mailed notice to the landowner of the phase three lands saying that we’re going to hold this hearing to impose the special assessments. For today’s purpose that’s where we’re getting at. We haven’t issued those bonds yet and that’s also in the works and that’s why this package is so thick. You will see some additional financing matters right after this and we will get to those separately. For today’s hearing we are looking to impose those special assessments, which will fund those improvements we’re talking about. When we get to the funding the way we do that is through the financing. There’s nothing this District hasn’t seen before because we used the same process just two years ago for phase two and for phase one almost twelve years ago. I’ll go over a couple of the documents and I will talk about a few of the changes you saw in those emails. I’ll ask if there are any questions from the Board members and then we will take comments from the members of the public that wish to participate in the hearing, we will close the hearing and then we will consider the resolution itself. Just so you know, this is kind of the preliminary set. At a future meeting we will come in with our final

November 27, 2018	Amelia Concourse CDD

numbers. When we get through the financing we will know exactly what those costs are. Right now we’re using the estimates based off of the engineer’s report but if for example the bond is issued at 5.1% interest versus 5.2% interest that affects it a little bit so once we have those final numbers we will come in with what we call our final numbers resolution, which will have the exact amounts for each lot.
Mr. Greenberg asked just for clarity, the cost of the issuance of the bonds as well as any other costs that are incurred along with the legal costs are all part of the figures?
Mr. Walters responded yes when we issue that bond all those costs will be included. As we go down this road, until we get there, the District is incurring costs but the developer was required to sign an agreement which we call the financing funding agreement where they have to bear all those costs until the bonds are issued so until we get to that point there won’t be any exposure to the District.
I’ll walk through a couple of the provisions in the resolution. The bulk of the resolution is the findings, which is the findings of the necessity of the improvements and the legal status of the assessments. Section four talks about the estimated costs, which is set forth in the engineer’s report. It deals with the finalization that I mentioned in section six which is that once we have the final numbers we will come back with that supplemental resolution. It sets forth the methods of payment and we have two ways of collecting assessments; we can send a bill directly and collect it by the District or we can certify our tax roll to the tax collector who will put it on the tax bills. Generally that distinction comes from raw bulk land and then once it’s platted and there are individual lots out there we send it to the tax collector because it’s a much more efficient method of collection. The methodology report was reviewed and approved by the Board at the last meeting and it kind of walks through the basis of the assessment and how it’s allocated. The engineer’s report had a few changes that I want to discuss. The one major change was that there was some money allocated for lot grading and clearing and that is when you have your stormwater management permit when you’re draining into the ponds those lots have to go forward or backward so they drain correctly and all of the stormwater runs off into the ponds. Certain tax counsel are more comfortable with certain levels of that work meaning if you do that work to comply with the permit, often tax counsel says that’s okay. In this case tax counsel was uncomfortable with that so they wanted to remove any cost associated with lot grading or clearing so it reduces down that clearing line item with anything related to the lots.

November 27, 2018	Amelia Concourse CDD

Mr. Marvin asked did that money go to another line item?
Mr. Walters responded some of those monies will and that’s the other thing I’ll talk about but the overall effect is a slight reduction in the cost of the project. What that money is going to be used for is in the acquisition of the property for the lakes, conservation areas, conservation easements and things like that.
Mr. McCranie stated I also added a $100,000 contingency line item to cover any other cost changes that they incur based on past experience.
Mr. Greenberg asked who is bearing the cost of that work that is required?
Mr. Walters responded the developer. There is a lot of work that will have to be done by the development company but at the end of the day the entirety of phase three will be developed at the same time.
Mr. Marvin stated just for clarification, typically you hire a contractor to do all that work so it would be under contract with the CDD and Dream Finders would then pay for it? I don’t understand how that works.
Mr. Powell stated basically it would be broken out. There are certain line items and tasks that are associated with the lot building pad. That portion Dream Finders would be paying for. The infrastructure portion the CDD would pay for.
Mr. Marvin stated so the CDD is under contract for all of it, is it not?
Mr. Walters responded we’re contracted for it and if you recall we approved at the previous meeting the completion agreement and the acquisition and funding agreement with the developer so the developer is responsible for all of the costs above and beyond. That’s another key point is if there are overages on this agreement and let’s say there’s $4 million worth of funding and it cost $4.5 million, the developer is responsible for those overages based on the completion agreement. The assessments will never change for phase three, just like how your debt assessments on your tax bill stay the same every year. Whatever those costs are will be allocated over the lots and they will not change over that 30-year period and that’s regarding the project costs. Again, the process for today is to levy the assessments on the phase three lands in accordance with the methodology report. At a subsequent meeting we will come back with the final numbers once we have the pricing on the bonds and we will have a kind of final levy on those properties as well.

November 27, 2018	Amelia Concourse CDD

Ms. Linda Shook, 95028 Lavender Lane, stated I’m new to this. Why is it that you will see many of the developments say no CDD fees, but ours does? Why do we pass this on to the homeowners versus the developer?
Mr. Walters responded there is a long answer to that a somewhat short answer. The short answer as to why they would say no CDD fees is they did not use a CDD for that development so in those cases they would have an HOA that maintains everything and then you would pay an HOA assessment.
Mr. Marvin stated Jason I think also in this community some of the debt is paid by the builders so we’ve got some here that don’t have debt.
Mr. Walters stated yes and often they are referring to the debt assessment. The debt assessment which we are referring to now for phase three can be paid off at any time so if you paid it off you would technically not have your CDD debt fee, it would just be the operations and maintenance just like the HOA. The longer answer involves a way that the infrastructure is funded and it’s either built into the cost of the house or it’s built into a tax-free long-term financing program which is often advantageous for everyone involved but I don’t want to get into the minutiae of how a CDD affects that.
A resident asked when is phase three supposed to start construction?
Mr. Walters responded I think the aim is to start construction around the first of the year.
Ms. Natalie Voytac, 95142 Periwinkle Place, asked what are the proposed assessments for the bonds for phase three?
Mr. Walters responded it’s about $1,300 per unit.

On MOTION by Mr. Marvin seconded by Mr. Greenberg with all in favor the public hearing was closed.

On MOTION by Mr. Marvin seconded by Mr. Powell with all in favor Resolution 2019-06 was approved.

SIXTH ORDER OF BUSINESS	Financing Matters
Consideration of Delegation Resolution 2019-07
Third Supplemental Indenture
Fourth Supplemental Indenture
Bond Purchase Agreement
Preliminary Limited Offering Memorandum

November 27, 2018	Amelia Concourse CDD

Continuing Disclosure Agreement
Collateral Assignment Agreement
Acquisition Agreement
Completion Agreement
True-Up Agreement
Declaration of Consent
Mr. Walters stated this is separate from the assessments, but related to the financing. If you want to look at it like a loan, we will levy the assessments on phase three and it’s like a 30- year mortgage to pay of that loan. In order to accomplish that we issue registered securities which is a complicated process. There are lots of folks involved; I’m involved, the attorney on the phone is involved, GMS, the engineer, counsel for the trustee which holds all of these funds, US Bank in this case, so it is a very complicated process. The closing statement will be about four inches thick. For your purposes I need you to know that all of the professionals that work on this deal are going to write opinions on these deals and will be dotting all of the I’s and crossing all of the T’s. I know there are a lot of documents to look at and I know it’s a thick stack. I can assure you that everyone on this team has walked through these documents at least once or twice so these aren’t just being thrown to you and asking for you to say yeah these look good. There have been weekly calls to go over documents and there have been revisions and new versions that come out so this isn’t something that happens overnight. This is a process that we go through at every district and you have a team of individuals that are working on your behalf to make sure these documents are in order. With that, Ashton will walk you through the delegated award resolution itself.
Ms. Bligh stated resolution 2019-07 authorizes the issuance of the series 2018A and 2018B bonds. It also establishes certain parameters in connection with the bonds and it is also for approving the forms of and authorizing execution and delivery of certain financing documents. I will discuss the parameters and financing documents as we move through this resolution. The District is being developed in three phases. The series 2018 bonds will only be secured by phase three, which is independent of phases one and two. In phase three you have approximately 78 undeveloped acres and it’s planned for 172 single-family units. As Jason mentioned, assessments will be levied on those particular units and those assessments will be used to repay the bonds.
Mr. Greenberg stated if I’m correct that bond will mature in ten years? Mr. Powell responded ten on the B bonds and thirty on the A.

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Ms. Bligh stated I will go over the maturity when I get to the parameter section as well. Page four of the resolution discusses the particular financing documents that are attached to the resolution. The third supplemental indenture will describe the security for the 2018A bonds and then the fourth supplemental indenture will describe the security for the 2018B bonds. MBS Capital Markets as the underwriter will be purchasing both the A and B bonds so that is the purpose of the bond purchase agreement. The preliminary limited offering memorandum describes the bonds, including the security for the bonds, the project and the District. That document is going to be used by MBS to sell the bonds. The form of rule 15c2-12 certificate will be signed by the District. It is pretty much saying everything in the PLOM is true and correct. The form of continuing disclosure agreement is a requirement that the District and developer will sign and it will describe certain continuing disclosure obligations post-closing. Under section six, on page six, it describes the parameters for the bonds. Starting with roman numeral one the series 2018 bonds are subject to optional redemption no later than May 1, 2031. The 2018B bonds are not subject to optional redemption. Roman numeral two describes the maximum interest rates for the bonds. Roman numeral three says with the 2018A bonds the maximum that can be issued is
$3 million and then for the 2018B bonds it will be $3,250,000. The series 2018A bonds will have a final maturity of May 1, 2049; they are the long-term bonds. The 2018B bonds have a shorter term and their maturity will be on May 1, 2029. In this document we also authorize execution by the Chairman, Vice Chairman, or designated member of the Board to sign the purchase agreement and various other financing documents. The rest of the sections describe the particular documents that are attached. If you have any questions I’m happy to answer them.

On MOTION by Mr. Powell seconded by Mr. Marvin with all in favor Resolution 2019-07 was approved.

SEVENTH ORDER OF BUSINESS	Discussion of Landscape Maintenance
Mr. Laughlin stated Tony has been working closely with Martex to have them do some work to kind of catch us up to where we should be.
Mr. Shiver stated since the last CDD meeting I have had weekly meetings and conversations with Martex including some of their upper level management and what they’ve basically admitted was that they are doing some poor work on their part and they made it very clear that they wanted to keep Amelia Concourse as a client so they’ve started giving us double

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crews twice a week to get caught up on things that have slipped. They’ve cleaned up a lot of the amenity center area, the fence area along the Concourse at no additional charge to the CDD. They’ve also provided a couple of proposals. I was asked at the last meeting to get a proposal from Martex to include phase one pond banks in their mowing schedule. Phase two is already in their proposal. Phase one would be an annual price of $7,240 for 40 mows. We’ve also received feedback from numerous residents that have homes along phase one and most would rather to it themselves so it’s up to the Board as to how you would like to proceed.
Mr. Greenberg asked did Martex ever provide the detailed scope of work from the most recent contract?
Mr. Shiver responded not from the most recent contract. The only detailed scope we have is from the original contract.
Mr. Greenberg asked so you’re working off of the one provided to us by management from 2010?
Mr. Shiver responded correct. Their contract agreement is based on that original scope.
A resident stated Martex is a disaster. Like they should be fired. I’ve been screaming for a year about how terrible their service has been here. I’ve lived here a little over a year and it’s embarrassing to go by the Concourse and see Amelia National look great. I don’t know why we’re still dealing with Martex.
Mr. Laughlin stated we are going to have the Board discuss this and then we will open it up to the audience once this discussion is done.
Mr. Shiver stated I’m not an advocate of Martex. I can tell you from what I’ve learned they have had a tremendous amount of turnover of staff and we have now been assigned a new account manager and new site supervisor. Both of the gentlemen have been in contact with me on a weekly basis just letting me know where they are and what’s been going on.
Mr. Marvin stated if we’re contemplating change we need recommendation from staff. This Board looks to the staff to advise them on these types of matters and expects some firm position from the management company and staff about how we should manage this if it’s not satisfactory. I’m hearing you that they’ve made a concerted effort and they don’t want to lose it so they’re trying real hard now. We have to have some firm position to work off of.

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Mr. Shiver stated I told them they have until this meeting to show us that they wanted to keep this account. In the past two months they’ve done that. They’ve done a lot of work at no additional charge to the District, including cleaning up along the fence line of the Concourse.
A resident stated that should have been done from day one though.
Mr. Shiver stated I understand that but it wasn’t in their contract or the original scope so it was an oversight on our part. It looked horrible and that’s when I approached them.
Mr. Powell asked we don’t have any proposals from any other vendors?
Mr. Shiver responded I did not obtain any other proposals from other landscape vendors.
Mr. Greenberg stated without a detailed scope of work it’s pretty hard to do that so we have the one from 2010 and management is going to work with Tony on updating that so we can then send it out for some additional pricing.
Mr. Shiver stated Martex did provide us what looks like a new proposal for all of their services, however they are currently still under contract so I don’t know why they provided a new proposal. We didn’t ask for one. It would be my recommendation to see where they are at the February meeting. If the Board likes I can obtain proposals from other landscape vendors.
Ms. Cator stated when does the current contract we have with Martex expire? Mr. Laughlin responded I’d have to look. They go off of three-year agreements. Mr. Powell asked is there a way to terminate?
Mr. Laughlin responded yes we can give them a 30-day notice of termination at any time.
Mr. Walters stated we include 30-day termination provisions in all of our agreements so even if it’s a three-year term or four-year term we always provide that flexibility to get out of it.
Mr. Greenberg asked do you recall if the last term was 36 months?
Mr. Walters responded my recollection was that it was a two-year agreement with the option for renewals upon mutual agreeable terms so I believe they have at least one more year of this agreement but that’s up to this Board.
Ms. Cator stated so in the meantime, even if we do opt to give them until the next meeting as Tony is suggesting, if we get the scope of work there will be no reason in the meantime to not get other proposals.
Mr. Walters responded yes I would think we need to have firm proposals from other companies at the next meeting that way you can pull the trigger to change if you’d like.
Mr. Shiver stated and the scope would be apples to apples.

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Mr. Greenberg asked what is your recommendation, Tony? You’ve worked with them very closely for the last number of weeks and you’re the one who determines how much has actually been done. We all acknowledge that it should have been done from day one but not withstanding that’s the reason they are being given an opportunity to show us what they can do.
Mr. Shiver responded my recommendation is that we develop a scope of work and put it out to bid for review at the February meeting, taking into account what Martex has been able to do at that point in four months. Obviously price will be a very important factor.
Mr. Marvin stated I was kind of impressed by how many times you said they’re showing up a week and with how many people. It’s not uncommon to see with CDDs of this size landscaping people to show up once a week with a big crew, do whatever they’re going to do and then they’re gone for the rest of the week. If you want to pay more, than you get more visits. How are you going to get this scope of work?
Mr. Shiver responded it’s something we’re going to have to create and I will work with Daniel on doing that.
Mr. Marvin asked so you and Daniel can create this is in a couple of weeks and then bid it out and get back to us and we can make a change or not at the next meeting?
Mr. Shiver responded correct. I will add that I have never seen a landscape company do what Martex is doing now. I’ve never seen the amount of manpower to a District.
Mr. Marvin stated well tell them they’re good until the next meeting and then we will see. I need to move this lake mowing issue to conclusion. With the maintenance company issue at hand I’m not sure that it makes sense to do it now. There’s not much burden on the homeowner at this point and I’m sensitive to the homeowners that want to maintain their own but I think this Board has to get consistent throughout the community and having this old network in phase one doesn’t work so would you rather it be postponed for three months until we have another meeting or should we take action on it now?
Mr. Shiver responded being that the grass isn’t really growing I would not recommend you incur the additional expense.
Mr. Marvin stated so we will just postpone that decision until the next meeting.
Mr. Walters stated related to that, I’m going to hand out an excerpt from the phase one covenants and restrictions from the HOA. We’ve talked about this over several meetings and I just want to make sure you’re in the loop on this. The issue we have in phase one is the

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covenants and restrictions for the phase one HOA require the homeowner who lives adjacent to the pond maintain all the way down to the waters edge. That’s not uncommon. You still have to maintain the front edge near the road that the County owns all the way to the curb so this is a similar issue. The issue we’ve got is that is not in the covenants and restrictions for phase two and we don’t know what they will do in phase three so you’ve got phase one homeowners in phase one with a requirement to mow all the way to the waters edge and in phase two the CDD maintains those ponds.
Mr. Marvin stated I think we know that phase three is not going to be in the covenants.
Mr. Walters stated yeah I would suspect it’s not going to be so the question we’re wrestling with is even though there is a covenant and requirement for phase one homeowners to maintain the lake banks, do we as a CDD want to say we’re going to do that for the sake of consistency throughout the District and for any fairness argument since we’re maintaining the banks in phase two.
Mr. Marvin stated so we’re going to come back to that at the next meeting one way or another.
Ms. Voytac asked is it possible since the HOA in phase two is at this point primarily developer-controlled to have that added to their CCR that they maintain down to the lake banks because the way that we bid our landscaping contract is the community as a whole so right now technically the residents of phase one are paying to have the ponds mowed in phase two. I would argue that every homeowner can just maintain themselves as we go all the way to the curb even though it’s a right-of-way in front of our homes. Take it out of the Martex contract entirely and save $7,000 a year or whatever that I’m sure we’re paying for phase two.
Mr. Shiver stated phase two is about $12,000 a year.
Ms. Voytac stated so we could reduce the landscape contract across the board and not incur additional costs in phase three simply by the new HOA amending the CCRs.
Mr. Walters stated that would be a question for the phase two HOA.
Mr. Powell stated the problem with that is phase two residents have been told when you put your fence up you’re not required to put a gate because the CDD is maintaining that lake bank.
Mr. Dennis Partridge, 95134 Snapdragon, stated there are fences up with no gates now.

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Mr. Rich Hermon, 95136 Windflower, stated Jason pretty much summed up that we are responsible for mowing the waterfront so I don’t know why we’re kicking the can down the road every meeting. This is my third meeting and every meeting we’ve brought this up and every meeting we say let’s bring it up next meeting. So now we’re going to come back to February and do the same thing. Right now homeowners on waterfront in phase one are responsible for it according to the covenant and that’s fine with me. If you’re going to put it in there, are we going to be charged more and who’s going to pay for that. Is the CDD going to take it over and tell homeowners what to do? Can I stop them from mowing? I don’t know but we have to get something in writing. I don’t want to sit here and kick the can every meeting. This is ridiculous. When I bought the house I signed up to do that. I just think it should be agreed upon.
Mr. Greenberg asked has there ever been any consideration to aerating the ponds?
Mr. Shiver responded within the first year of me being involved here I got a proposal for fountains and it was in excess of $30,000 just for one.
Mr. Powell stated one fountain will cost you anywhere from $10,000-$15,000, plus you have to install it, run power to it, and maintain it. That’s why I won’t be installing one in any future developments. They work but are a constant headache.
Mr. Marvin stated the lakes are in CDD owned tracts. The CDD does not have a relationship with the homeowners to maintain the lake banks. That’s in the HOA docs. As far as  I know the CDD has never said you have to take care of those lots. I know that’s mixing terms but I, along with some other people in this room, manage a number of CDDs and in almost every case the CDD maintains the lake banks and that system works fine. I think that’s the way to go here, while I hear what you’re saying about asking the homeowners to mow their banks I don’t think that Dream Finders is willing to go back to the sales people and say would you like to tell your buyers we’ve made a mistake. I don’t think that’s going to go over well and I can tell you that Dream Finders is accustomed to having the CDD maintain the lake banks. I think with homeowner maintenance of the lakes that are owned by the CDD is a mistake and was probably done out of frustration and lack of funds back when the recession started because it’s not normal for these types of projects. I think we’ve agreed we’re going to make a decision on this at the next meeting. If we need to have further discussion today let’s do so.
Mr. Greenberg asked Jason what is your experience?

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Mr. Walters responded my experience is similar to Glenn. To me this is an older model. It’s common to see in older communities in my experience where you are required to maintain the lake banks. In most of the newer projects you’re seeing either the HOA or CDD is maintaining those lake banks and there are several reasons for that. One is it’s owned by the CDD, we own that part of the lake all the way to the top of the bank; two, we already have an operation out here that is mowing in the vicinity so it’s consistent for the entire community; three, in certain lake banks these are graded pretty low but some of them are a little steeper and they are not as easy to mow without the right equipment and experience and it just makes more sense to do that. When we do the bidding and we’re talking about putting together the specs we can include to have them break that out and we can see what those numbers would be to see what it would cost to do all of the pond banks, versus just phases two or three.
Mr. Marvin stated I go back to what our resident said here, if you’re in phase one then you are paying for the lake bank mowing in phase two. That’s just not right. This should be equally shared.
Mr. Walters stated yeah and that’s the fairness component that I was talking about before. It’s a question of if I live in phase one and I’m doing my own bank and then I’m paying for the landscape contract, which mows my neighbor in phase two.
Mr. Greenberg asked and the language in the HOA documents in phase three is similar to that of phase two?
Mr. Powell responded correct.
Mr. Greenberg asked in your experience how does the CDD indemnify the homeowners whose property now have to be gone onto in order to mow those banks for any damage that may occur?
Mr. Walters responded we don’t indemnify anyone. We have access easements so there are entry points that we use and they are platted and recorded in the public records so we have that right to go through that to access the pond for lake maintenance and lake bank maintenance.
Mr. Greenberg stated one could make a fairly strong case that all of that power equipment moving in, in order to perform this work has the potential to cause damage, even through that easement, and yet the homeowner is the one that ultimately has to live with that.
Mr. Walters stated we have responsibility under that easement. It’s not a carte blanche easement saying you could dig a hole there. We have to use reasonable care when we enter and

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exit and use that for ingress to the facilities. The way we protect ourselves is we require all of those contractors to indemnify us and add us to their insurance.
Mr. Rick Fine, 85140 Amaryllis, stated Jason is it not mandatory in the state of Florida for all development phases of a single community to operate under the same covenants?
Mr. Walters responded it is not. I’ve got some communities that are 4,000 acres and it’s almost like ten communities in one. There are multi-family, condos, single-family and commercial and they all have different HOAs.
Mr. Fine stated I understand but this is not what you just said.
Mr. Walters stated no I understand this is fairly uncommon but it’s the way it was developed and this board has no control over what the HOAs do or how they craft their documents.
Mr. Terry Cator, 95193 Periwinkle, stated just a tangent to the whole mowing thing because I’ve been mowing my bank this whole time, which is fine, but there are people who don’t mow it at all so if the CDD took that over it would actually get mowed. Most homeowners want to mow the bank and take good care of it but not all so what I’m saying is I’m encouraging you to take over mowing the banks of phase one.
A resident stated one of the problems with that though is how do you manage those people that are not doing the work? Who makes the decision of you didn’t do the work so we will have somebody come in and we will charge you for it versus maintaining with consistency? It’s a very complex situation.
Mr. Laughlin stated that would be the HOA since it’s part of their covenants.
A resident stated I have a substantial lot on the water in phase one. I know it’s different from phase two but there’s a reason I wanted that lot, I wanted to be on the water and even though it’s not my property, I want to be able to take care of my own yard.
Ms. Wendy Tiffany, 95168 Periwinkle stated, now that they’ve been cleaning along the fence are they going to wash the fence?
Mr. Shiver responded Martex will not be washing the fence. We will be getting proposals to pressure wash the fence.
Mr. Greenberg asked and that includes also the fence around the pool? Mr. Shiver responded correct.

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Mr. Fine stated Glenn, I think your question has been answered. The covenants would have to be changed.
Mr. Walters stated no the way it would work is we would not change the covenants but because they are our ponds, we could say we are no longer allowing you to maintain it, we’re going to maintain it. It would be a process. We’d have to communicate that and work through those issues but that would be up to this board to make that decision.
Mr. Laughlin stated at this point Tony and I will work on the scope and we will get bids for the next meeting.
Mr. Shiver stated I have one more proposal from Martex. It is to clear the remainder of the outside of the fence going east along the Concourse. It’s basically where phase two fencing began and it runs to the end of the development. They propose $3,420.52 to clear that. They also would like an extra $115 a month to maintain it after it’s been cleared which I wouldn’t move forward with since we’re going to add that to the new scope anyway.
Mr. Marvin asked does it need to be cleared? Can we defer that to the next meeting? The reason I ask is I recall when Dream Finders was doing some fencing and stuff there and it was kind of a natural area.
Mr. Powell stated I was going to say it’s a landscape buffer tract. I don’t know if you can just go and clear cut it.
Mr. Shiver stated if you look at it when you’re driving along the Concourse it looks terrible.
Mr. Powell stated I’m sure it looks dingy but I don’t know that you can go in and clear a wetland. I just want to know the ramifications on it.
Mr. Walters stated I’ll take a look at that parcel and see what limitations we would have on that.
Mr. Greenberg asked might that be something the builder might consider bearing some of the expense?
Mr. Powell responded it depends on bids. I don’t think we’re willing to pay $3,000 to clear it after we paid millions of dollars to clear the whole thing and we were told to leave that section. It was called out as a landscape tract so there’s a reason we left it.

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Mr. Greenberg asked but at least going forward would the builder at least consider cost sharing that with the CDD to maintain it on a regular basis at least through which time you have no further interest in phase two.
Mr. Powell stated it’s not our property.
Mr. Greenberg stated I understand but it has a lot to do with the marketability of the property.
Mr. Walters stated there are certain conservation tracts that you can’t touch, even buffer tracts you have limitations on what can be thinned so I need to take a look at this parcel.
Mr. Marvin stated let’s just agree that we’re going to make a decision on this one way or the other at the next meeting.
Mr. Michael Peugh, 95071 Lavender, stated if they were going to do the clearing wouldn’t you need three bids from commercial companies?
Mr. Shiver stated we will do that at the next meeting.
Mr. Marvin stated we’re not required to get three bids if that’s what you’re asking. Mr. Walters stated once we reach certain thresholds we are required.
Mr. Charles Gay, 95185 Windflower, stated for some reason we didn’t get the scope of work from the Board on what Martex had. Where is the scope of work that is assigned to Martex for phase one?
Mr. Laughlin responded it’s in the original agreement.
Mr. Gay stated we asked for that and Tony asked for it and we never did see it.
Mr. Greenberg stated unfortunately none of the renewals ever included a detailed scope of work, it was only the original in 2010 that actually did. Martex has not provided us with a copy of it so management pulled it from their files and that’s what you were just given. That’s the reason we also have not been given additional pricing because we haven’t been able to evaluate the scope of work as it stands to whether it’s adequate or inadequate because we don’t necessarily know what they’re supposed to be doing and that’s the reason Daniel and Tony are going to revise the scope of work working off of that and what our particular needs are.

EIGHTH ORDER OF BUSINESS	Consideration of Proposal from VGlobalTech
for ADA Website Accessibility
Mr. Laughlin stated the CDD has a website that is required by Statute that has public documents such as the agendas and minutes. These documents have to be ADA compliant and

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essentially people can use text readers to go through the various files. It’s currently not set up that way so we got a proposal from VGlobalTech. We’ve gotten multiple bids from multiple districts so they are giving us a discounted rate. It will be a $1,750 one-time fee and they will convert the website to be in compliance and then GMS will maintain the website from that point on.
Mr. Marvin asked does this all stem from law suits pending?
Mr. Walters responded yes there were a rash of lawsuits over the last 12 months. Some were highly publicized cities and counties. Wynn Dixie was a big private company to get hit with one of these lawsuits so that’s what’s prompted a lot of this. Essentially people will go out and test the website and if it’s not ADA compliant then they will file a suit. At the end of the day with ADA if you get sued they are entitled to attorney fees and damages which can rack up in a hurry so several CDDs, mostly in South Florida, have been sued as well so we’re taking these steps to make sure we’re compliant.
Mr. Powell asked what is the timeframe to get this done and is the cost within reason with what you normally see on other districts?
Mr. Laughlin responded we got quite a few proposals and a lot of places were charging per page at around $3 per page and we have documents with 100s of pages so this is by far the best price we’ve found.
Mr. Marvin stated just so everyone here knows we’ve had to deal with this at a number of other CDD communities to be in compliance. We’re not singled out here.
Mr. Greenberg asked Glenn, in your experience cost-wise is this comparable?
Mr. Marvin responded I can’t recall but I would rely on staff here to tell us if it’s comparable and I think it is.
A resident stated being that it’s a public site where you could perhaps print out this agenda, if you did have a braille reader, what version of braille is it?
Mr. Laughlin responded it would be a text reader. A resident asked and that’s compliant with ADA?
Mr. Laughlin responded what the government is saying is compliant is kind of complicated right now. They don’t have a set guideline of what exactly we have to do.

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Mr. Walters stated this is just a website, not a document. That’s a separate issue. We’re trying to streamline the websites and this is part of that process of getting those documents all in readable format for the visually impaired.
A resident stated as a web developer I see this quite frequently and this is a fair price. Mr. Powell asked did they give you a timeframe?
Mr. Laughlin responded I know they’re working on other communities who have approved their proposals already.
Mr. Powell asked we’re not vulnerable right now are we?
Mr. Walters responded I wouldn’t say vulnerable. Once we approve this agreement obviously we can say we’re in the process of converting the website and that’s a much better position to be in.
Ms. Cator asked so for right now we’re only doing the one-time conversion because on the back page there’s another price.
Mr. Laughlin responded staff at GMS already manages the CDD website and they are being trained by this company to keep it in compliance.
Ms. Cator asked so this will be irrelevant then?
Mr. Laughlin responded correct. About once a year we will have this company do an audit for a couple hundred dollars just to make sure we’re in compliance.

On MOTION by Mr. Greenberg seconded by Mr. Marvin with all in favor the one-time website conversion proposal from VGlobalTech was approved.

NINTH ORDER OF BUSIENSS	Discussion on Activity Pool
Mr. Shiver stated first I will add that we got a health inspection from the state and there were zero violations on the pools. With the activity pool specifically it was reported to us that there were some cracked tiles and even one tile had detached and fell off in the pool so we inspected the pool and what we felt was that there could be an issue with the beam of the swimming pool. We contacted two pool companies, including the company that originally built the pool. Both companies said it doesn’t appear to be anything with the beam because the pavers still on top of the beam are not detached so it’s just natural movement of the swimming pools. If you look at the pool marcite itself it’s become discolored as well as the tiles all around it. We

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obtained two proposals, one from Surfside Pools, which was the original pool builder, and without going through their proposal it basically shows me they are not interested in the job.
Mr. Marvin asked so re-marcite?
Mr. Shiver responded re-marcite and new water line tiles and it looks like just doing the basics would be about $35,000. The second proposal I obtained was from Parry Pools. Parry Pools have done a lot of commercial pool building, including here in Nassau County and I’ve worked with them recently on several large jobs. Their proposal for re-marcite and new pool tiles looks to be about $20,850. It’s not something we anticipated so it’s not in the budget because they cracked tiles happened after we went through the budget process and I was hoping to get another couple years out of the pool marcite but now we’re here so we need to do it. If the Board wishes I could try to obtain a third proposal but I hate to wait until the next meeting to move forward because we want to get the pool open before spring break.
Mr. Marvin asked do we have reserves we can use to do this? Mr. Laughlin responded yes.
Mr. Marvin asked if you use Parry Pools when would they do it?
Mr. Shiver responded I would try to get it scheduled this upcoming month if they’re available.
Mr. Marvin asked to re-marcite they have to chip off all of the old marcite?
Mr. Shiver responded they would have to blast it. They come in with very powerful pressure washers and blast the surface off.
Mr. Greenberg stated I would certainly feel more comfortable with another proposal but for the sake of delaying things so that the pool is not available once the season starts.
Mr. Powell asked could you approve moving forward with the money and obtain a third proposal and if that one comes in under you could move forward with that one?
Mr. Greenberg stated I’m comfortable with that.
A resident asked would it be shared with all three phases?
Mr. Laughlin responded it would come out of the CDD’s money so yes.
Mr. Walters stated I know it sounds like a big number but with full size pools most of those are six figures. These are big jobs.
A resident stated I could understand on the big pool.

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Mr. Shiver stated I can tell you to re-marcite that pool we’re closer to $100,000. I’ve done several pools this size and this is kind of par for the course. When I saw the $35,000 bid I thought that was way too high. This is closer but I could get a third bid I just hate to wait until the next meeting.
Mr. Laughlin stated we could approve this proposal on the terms that you get more proposals in to see if one comes in lower.

On MOTION by Mr. Powell seconded by Ms. Cator with all in favor to re-finish the pool at an amount not to exceed $20,850 and authorize Chair and staff to seek lower proposals was approved.

Mr. Greenberg asked aren’t they doing some work in the community for residents? Mr. Shiver responded yes I’ve seen Surfside’s trucks in here.
Mr. Greenberg asked aren’t they doing the work right across the street? On that reason alone I wouldn’t approve it.
Mr. Shiver stated that’s why I’m convinced they didn’t want this job because they are already here so they could have done this one fairly inexpensive.

TENTH ORDER OF BUSINESS	Approval of Minutes
August 21, 2018 Meeting
Mr. Partridge stated on page 14 and 15 of those minutes I was the one making those comments.

On MOTION by Mr. Marvin seconded by Mr. Powell with all in favor the minutes of the August 21, 2018 meeting were approved.

October 23, 2018 Special Meeting
There were no comments on the minutes.

On MOTION by Mr. Powell seconded by Mr. Marvin with all in favor the minutes of the October 23, 2018 special meeting were approved.

ELEVENTH ORDER OF BUSINESS	Other Business
Mr. Marvin stated I noticed over in phase two on the lake bank there is a makeshift dock.
Has anyone else noticed that?

November 27, 2018	Amelia Concourse CDD

A resident stated they just threw a couple pallets down there that’s all it is.
Mr. Marvin stated that’s fine but we’re not authorizing use of the lake banks. Also, just past the second entrance I noticed the fence has been removed and I believe there’s a pool builder going in and out of there and I wonder if they sought our permission to do that.
Mr. Shiver stated they did not. I’ve spoken with them since then and they are going to be putting it back.
Mr. Marvin asked do we know when they’re going to be putting it back up? Mr. Shiver responded when they’re done with the pool.
Ms. Voytac stated I’m going to add it’s been under construction for over two months. They didn’t ask for permission to take it down in the first place and now it’s the holiday season and the front of the neighborhood looks like garbage. I’d like to propose that the CDD send them a letter saying it has to be put up by X date.
Mr. Marvin asked will you put them on notice? Mr. Laughlin responded yes.

TWELFTH ORDER OF BUSINESS	Staff Reports
Attorney
There being none, the next item followed.

Engineer
Mr. Laughlin stated Dan is no longer on the phone but I can take any questions to him.
Ms. Voytac stated I have a question for the engineer. When are they going to fix the potholes? They were brought up in numerous meeting. One of them was a failure of the stormwater that the CDD already paid to repair like a year ago and it’s a failure in the exact same location. I could stick my whole hand in past my wrist.
Mr. Laughlin stated I will get with Dan.
Mr. Marvin stated in some fairness to Dan on this, the County is battling back about the maintenance bond. It’s a little complicated. If our repair is failing then we need to go back to somebody. We paid a lot of money for that repair. Daniel, would you please ask Dan to get on top of this and let’s figure out what’s going on.
Ms. Voytac stated the one in question in the one on Periwinkle. The ones on Bellflower and Windflower are the two new ones.
Mr. Laughlin stated I will get in contact with him.

November 27, 2018	Amelia Concourse CDD

Manager
There being none, the next items followed.

Operations Manager - Report
Mr. Shiver stated we installed at the request of a resident a “blind child at play” sign on Amaryllis.
Mr. Marvin stated I saw that and I think it’s great we did it but that’s something the County is supposed to do it.
A resident stated I reached out to the County directly and they said they are not county maintained roads and refused to do it so Dream Finders was kind enough to step in.
A resident stated we have another child over here on Windflower that is handicapped and cannot here.
Mr. Powell stated the roads haven’t been officially transferred over. Mr. Marvin stated thank you for putting that sign up.
Mr. Shiver stated Wolf Fencing installed fencing to secure the pool filter area as approved by the Board and recommended by your insurance carrier. They also repaired about 400 feet of fencing off Bellflower that was damaged by Hurricane Irma. Staff installed holiday decorations and lights at the amenity center. There is a marquee sign at the main entrance and what we would like to do is have a marquee sign put up so the District can get out information that might be relevant such as upcoming CDD meetings as well as maybe work with the HOA so at the next meeting I would like the Board to entertain proposals for those.
Mr. Greenberg stated specifically an electronic board that could be controlled remotely. There is power for it and it should be, if not a CDD expense, perhaps one shared with the HOAs.
Ms. Cator asked so you’re looking to get bids and will bring them to the next meeting? Mr. Shiver responded yes.
Mr. Marvin asked would you make sure that’s permitable? Mr. Shiver we will check with the County.

THIRTEENTH ORDER OF BUSINESS	Financial Reports
Balance Sheet and Statement of Revenues & Expenditures
Mr. Laughlin stated you have your balance sheet and income statement in your agenda package.

November 27, 2018	Amelia Concourse CDD

Approval of Check Register
Mr. Laughlin stated the check run totals $67,797.86.

On MOTION by Mr. Marvin seconded by Mr. Greenberg with all in favor the Check Register totaling $67,797.86 was approved.

Assessment Receipt Schedule

FOURTEENTH ORDER OF BUSINESS	Audience Comments / Supervisor’s Requests Supervisors’ Requests
Mr. Marvin asked where does the marcite money come from? Mr. Laughlin responded the reserves.
Mr. Marvin asked how much do we have in reserves?
Mr. Laughlin responded we budgeted $108,000 and we have about $70,000 right now. Mr. Marvin asked and that money is earmarked for what?
Mr. Laughlin responded stuff like this. For repairs and re-marciting pools.
Ms. Voytac stated when they did that reserve study we were shy of what we need maintenance-wise.
Mr. Laughlin stated the reserve study is not perfect. It’s kind of a projection.
Audience Comments
Mr. Partridge asked at what point is that reserve fund going to be enough where we’re not always over paying our maintenance fees. That question was asked in a previous meeting and it never got answered. We’ve been overpaying every year since this development was built and it’s been thrown into this reserve fund. You can now use some of that for this pool, but at what point in time is enough enough? It sounds like we’re just going to do this forever
Mr. Marvin stated as an example we’ve made a couple of storm drain repairs and that  was $50,000. It was terribly expensive and the County takes a very stern line on how they want their repairs made and this CDD has a responsibility to the lakes and all of the drainage and the pipes and everything under the roads so it’s a larger issue. We don’t know what’s going to come in the future but it does pay to have a very sizeable amount of reserves and I don’t know how much that is.
Mr. Laughlin stated we have the reserve study done so we can follow a template and that’s the whole point of it so we’re not just saying let’s put this X amount of money away.

November 27, 2018	Amelia Concourse CDD

Mr. Partridge stated right and if we have that reserve study done we should have an amount that we know we need and that’s what I’m asking.
Mr. Laughlin stated I’d have to go back and look at the reserve study. We budgeted for what that study recommended.
Mr. deNagy stated the reserve study was just done this February and the re-marciting of the big pool was slated for fiscal year 2021. There are $72,000 in the reserve study that we’re saving for pavers, handicap lift, pool resurfacing, pool tile and shade structures.
Mr. Marvin stated and then there’s maintenance on this building and roofing or whatever
else.
Mr. Partridge asked but aren’t we budgeting that amount in the budget every year? (Yes)
The money I’m talking about isn’t budgeted every year. It’s extra above and beyond.
Mr. Laughlin stated if they say it’s to be repaired in 2021 sometimes it will last until 2022 or 2023 and in that case we keep the funds because it’s still going to be spent.
Mr. Partridge stated I’m just asking how much is enough because a fixed fee is what we’re all looking for.
Mr. Marvin stated he’s asking a very simple question. Do we stop collecting reserves at
$100,000, $200,000 or $300,000?
Mr. Shiver responded it’s never enough. After we marcite the pool in 2021, we’re going to need to start saving again for the next time it happens.
Mr. Marvin stated I think your explanation is exactly right but how much do we expect we’re going to have to save before we ask for more.
Mr. Partridge asked and why isn’t this budgeted? If we’re going to save this amount and we know we have to save X amount of dollars, why isn’t that just a budgeted item. Why does it get hidden, which is what I’m calling it, where I have to look at two different reports. I have to look at the budget and audit to find out where that money is and how much that money was.
Mr. Marvin stated I don’t think there’s an intent to hide it.
Mr. Partridge stated I don’t think it is but I brought it up at the last meeting.
Mr. Marvin stated there is the unknown for what we’re going to have to spend money on and it’s the surprises that we have to spend money on that is in that account. That’s what that account is for.

November 27, 2018	Amelia Concourse CDD

Mr. Partridge stated follow up on that and the reason I say that is because the money we increased we were over and that’s why everybody was so upset about us increasing it, because we had the money.
Mr. Walters stated the way I look at the reserve study and the reserve funding is we have a reserve study and it says over the next 20 years you’re going to have to repair the roof, pool and replace the playground equipment.
Mr. Partridge stated you put money that is not getting budgeted. Every year we overpay that budget and every year you come in with an estimate three months before and we overpay it by drastic amounts. It is a specific amount that I gave very concrete numbers to you on page 14 of the last minutes where you guys were way overcharging us. I understand you need to do it but the question is when is enough enough?
Mr. Marvin stated his point is well made and it’s a pretty clear question and I want to ask staff to get him an answer on that please.
Mr. Partridge stated thank you. The second question on that is it was brought up with the savings account that we were getting a percentage made on that extra money. You all were supposed to go back and see if we could get different rates and come back to us and see what different rates we could get because everyone saw it was an extremely low interest rate.
Mr. Laughlin stated we have an SBA fund and I think 2.6% was recently returned. Mr. Partridge stated what were getting is 0.5%.
Mr. Laughlin stated that’s for the custody account but this District does have an SBA account. I have the forms I can show you.
Mr. deNagy stated keep in mind too that as a governmental entity there are only certain investments that the Districts are allowed to invest in and they are typically very low rate of returns but low risk and high liquidity. We just went through this exercise at another District and looked at different financial institutions and the Board finally decided that the State Board Account was the best choice for their money and they have about $1.3 million dollars in their capital account.
Mr. Greenberg asked Mr. Shiver to step out of the room at this moment and stated Tony works for the company that maintains our amenity center and pool. Despite the fact that is their responsibility and their only responsibility he has undertaken over a period of time to take on a lot more responsibility than is required. He helps with every aspect of this community running,

November 27, 2018	Amelia Concourse CDD

be it with the landscapers, electrical problems, JEA I could go on and on. He does so much  above and beyond what he is supposed to do and it probably started off originally as an accommodation to Jackson Shaw and then over the years just evolved into this. He has done a terrific job in trying to hold Martex and their personnel to the fire to try to get this place cleaned up and whether or not it’s ever determined that their contract will be renewed or will move on to someone else that is yet to be determined. As an appreciation for all the extra work he does above and beyond that he is not required to do, I’d like to recommend to the Board that as an end of year performance gift we give him $250.
A resident asked why not going forward expand the scope of his position?
Mr. Greenberg responded I don’t know the answer but I would expect that would mean going back to the company he works for, advising them, and they will increase their fee. For the moment we have the benefit of his help and expertise without an increased fee. For the moment I would recommend we do it this way and going forward we can look into that.

On MOTION by Mr. Greenberg seconded by Mr. Marvin with all in favor a $250 bonus for Tony Shiver was approved.

FIFTEENTH ORDER OF BUSINESS	Next Scheduled Meeting – February 19, 2019 at
11:00 a.m. at the Amelia Concourse Amenity Center
Mr. Laughlin stated our next meeting is February 19th at 11:00 a.m.

SIXTEENTH ORDER OF BUSINESS	Adjournment

On MOTION by Mr. Marvin seconded by Mr. Powell with all in favor the meeting was adjourned.

Secretary / Assistant Secretary	Chairman / Vice Chairman

B.

MINUTES OF MEETING AMELIA CONCOURSE
COMMUNITY DEVELOPMENT DISTRICT

The landowners’ meeting of the Board of Supervisors of the Amelia Concourse Community Development District was held on Tuesday, November 27, 2018 at 11:00 a.m. at the Amelia Concourse Amenity Center, 85200 Amaryllis Court, Fernandina Beach, Florida 32034.

Present were:

Daniel Laughlin	District Manager
Nick Powell	Dream Finders Homes
Jason Walters	District Counsel

FIRST ORDER OF BUSINESS	Roll Call
Mr. Laughlin called the meeting to order at 11:00 a.m.

SECOND ORDER OF BUSINESS	Determination of Number of Voting Units
Represented
Mr. Laughlin stated with Dream Finders present we have 106 votes so we should probably go off 100 to make sure we don’t go over.

THIRD ORDER OF BUSINESS	Election of a Chairman for Purpose of
Conducting a Landowners’ Meeting
Mr. Laughlin stated I will act as Chairman if it’s okay with the landowner. Mr. Powell stated sure.

FOURTH ORDER OF BUSINESS	Nominations for the Position of Supervisors
Mr. Powell stated I will nominate Jordan Beall.

FIFTH ORDER OF BUSINESS	Casting of Ballots
Mr. Laughlin stated 100 votes are given to Jordan Beall.

SIXTH ORDER OF BUSINESS	Tabulation of Ballots
Mr. Laughlin stated 100 votes are cast for Jordan Beall.

SEVENTH ORDER OF BUSINESS	Landowners Questions and Comments

November 27, 2018	Amelia Concourse CDD

Mr. Rick Fine, 85140 Amaryllis Court, asked is Jordan Beall with Dream Finders? Mr. Laughlin responded yes.
Mr. Fine asked so there will be two members of the Board representing Dream Finders. Is that correct?
Mr. Walters responded yes, he’s associated with Dream Finders.

EIGHTH ORDER OF BUSINESS	Adjournment
The landowners’ meeting was adjourned.

2

C.

MINUTES OF MEETING
AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

A special meeting of the Board of Supervisors of the Amelia Concourse Community Development District was held Friday, January 18, 2019 at 11:00 a.m. at the Amelia Concourse Amenity Center, 85200 Amaryllis Court, Fernandina Beach, Florida 32034.

Present and constituting a quorum were:

James Marvin	Chairman
Harvey Greenberg	Vice Chairman
Nick Powell	Supervisor
Ellen Cator	Supervisor
Jordan Beall	Supervisor

Also present were:

Daniel Laughlin	District Manager
Jason Walters	District Counsel (by phone)
Dan McCranie	District Engineer
Tony Shiver	First Coast CMS
Darrin Mossing	GMS (by phone)

FIRST ORDER OF BUSINESS	Roll Call
Mr. Laughlin called the meeting to order at 11:02 a.m.

SECOND ORDER OF BUSINESS	Audience Comments
There being none, the next item followed.

THIRD ORDER OF BUSINESS	Consideration of Financing Matters
Updated Engineer’s Report
Mr. Laughlin stated Mr. McCranie handed out a page that was updated from what was included in the agenda package.
Ms. Cator stated page three, under “government actions”, is there a chance we could change where it says, “the Nassau County development plans were approved December 27, 2019”, because I presume they were not approved eleven months from now.
Mr. Beall stated I noticed the date for the DEP.
Mr. McCranie stated we have the permits so now we have our DEP. From your packet to today I’ve updated the wording on page three where it says, “DEP water and sewer permits are

January 18, 2019 Special Meeting	Amelia Concourse CDD

expected in January 2019”, because now they have been issued. The other change is on page four on the bottom of that table the two DEP permits said “expected 1/10/19”, and now they are approved. The final change is on page seven. For the summary of estimated costs, originally we had a $200,000 contingency and we have increased that to $405,000 based upon the methodology.
Mr. Marvin asked what happens if the contingency is not spent?
Mr. Mossing responded it will be transferred to the debt service redemption account, bonds will be called and assessments will be adjusted.
Mr. Marvin asked why are there two sewer permits and two water permits?
Mr. McCranie responded there is only one. You’re seeing the actions from phase two and phase one water and sewer.

Preliminary Special Assessment Report
Mr. Laughlin stated the two main changes are the engineering costs have increased which has caused the per unit debt assessment to increase and the portion of the improvements being financed are not public improvements, therefore, improvements will be financed with bonds not exempt of federal income tax. In the tables you will see B-1 and B-2 bonds.
Mr. Marvin asked the contingency is $405,000 now, is it not? Mr. McCranie stated the total project costs should be $5,822,330. Mr. Marvin stated that’s what this says.
Mr. McCranie stated so that should be $405,000 but the $5,822,330 is the correct number.
Mr. Powell stated the $200,000 for landscaping, entry monuments and signs on table two is not on the Engineer’s report so it basically pulls it down into contingency.
Mr. Laughlin stated on table two the improvement costs increased from $5,160,000 to
$5,822,330, which is an increase of $662,330. On table three the 2019B bonds of $1,420,000 of the total $6,630,000 are taxable bonds at a 7.5% interest rate. On table four the par debt assessment per unit increased from $34,622 per unit to $38,547 per unit, which is an increase of
$3,925  per  unit.  Lastly,  on  table  five,  the  gross  annual  assessment  per  unit  increased from
$2,461.24 to $2,723.96 per unit, which is an increase of $262.72 per unit.

January 18, 2019 Special Meeting	Amelia Concourse CDD

Resolution 2019-08, Declaring Special Assessments
Mr. Walters stated as you’ve seen from the Engineer’s report and the assessment methodology report, the reason we are back here for a special meeting with the Board is that the numbers have increased. If you remember, we held a public hearing back on November 27th to originally levy the assessments, however if we ever propose to increase those we have to hold another public hearing so that’s why we are back here today. We propose to have the public hearing at our regularly scheduled meeting on February 19th so that gives us enough time to do all of the notices and everything else. In terms of the general scope of the project, it remains substantially similar. The resolutions you have before you are nearly identical to the resolutions you approved several months ago with the changes being the numbers that we are including and the exhibits, the methodology and the Engineer’s report, have both changed. This is not an earth movement, we just have to go back through this process because there is an increase in the cost, therefore a slight increase in assessments, and therefore we have to have another public hearing.

On MOTION by Mr. Powell seconded by Mr. Marvin with all in favor Resolution 2019-08 was approved.

Resolution 2019-09, Setting a Public Hearing Date
Mr. Walters stated this resolution is again something you’ve seen in the past and it’s just to set the public hearing, which again we’re proposing to have at our regular meeting on February 19th at 11:00 a.m.
Mr. Marvin asked will this be before the regular meeting or at the same time? Mr. Laughlin responded it will be during the regular meeting

On MOTION by Mr. Marvin seconded by Ms. Cator with all in favor Resolution 2019-09 was approved.

FOURTH ORDER OF BUSINESS	Other Business
Mr. Powell stated Jason, I don’t know where you and I left it as far as the AIA contract for Dream Finders to use for the site contractor to basically make it assignable to the CDD.

January 18, 2019 Special Meeting	Amelia Concourse CDD

Mr. Walters stated I think I responded and said that we generally use the EJC documents. Dan has the set that we used on phase two that we can send over and work into the proper format.
Mr. Powell stated I want to use the same template to make it an easy transition.
Mr. Marvin stated for some reason I thought the CDD was going to buy the improvements. We’re not; we’re going to be assigned the contract?
Mr. Powell responded correct.
Mr. Marvin asked is that a change, Jason?
Mr. Walters responded no. We actually approved those assignment documents several months ago because we did that prior to starting the procurement process.
Mr. Marvin asked you’re going to make sure the contract document as he’s requesting is in order so that we can assume it, right?
Mr. Walters responded that’s correct and there are some assignment documents that have to be executed by the developer as well that go along with that.
Mr. Marvin asked is the assignment of that contract subject to traditional CDD rules and regulations?
Mr. Walters responded it is and that’s why we have all those additional documents that we have the develop sign.
Mr. Marvin asked when the developer goes to contract with the contractor, then they could be liened or sued and so when it’s assigned to us does that all go away?
Mr. Walters responded yes and we also have the contractor sign a couple documents related to that so they acknowledge they understand it’s going to be assigned over to the District and there are different lien rights and everything else. They’re fully aware of that prior to contract.

FIFTH ORDER OF BUSINESS	Audience Comments / Supervisor’s Requests Audience Comments
A resident asked are you following up on all of the landscaping and holes in the roads? Mr. Laughlin responded we have the scope of work done and we will have RFPs at the
February meeting for the landscaping.
Mr. McCranie stated the holes in the roads are Nassau County so I suggest you continue to call Nassau County.

January 18, 2019 Special Meeting	Amelia Concourse CDD

A resident stated they tell us the same thing; that they’re the CDD’s.
Mr. McCranie stated the roads are not owned by the CDD, they are owned by the County and they are maintained by a bond and the bond is being pulled by Nassau County. Jackson Shaw, the original developer who owns the bonds, is not fixing the stuff so they are allowing the bonds to get pulled. Nassau County is supposedly in that process to get the money from the bonds to pay for it.
A resident asked who is liable when one of these children fall in hole or twist their ankle or something because we’ve been complaining about it for six months or so.
Mr. Walters responded it’s not a CDD road, it’s a County roadway, so we’re in that odd position of there being a maintenance bond and candidly, that needs to be executed by the County to make the necessary repairs. If you are asking me, the County would be liable if there are issues with their roadways.
Mr. Greenberg stated regardless of liability, the fact remains that it is a substantial safety hazard. One of the holes is easily two feet by a foot and a half and is a good eight to ten inches deep, maybe more. The other two have continued to grow and both represent a safety hazard, not only to children but also to adults at this point.
Mr. Walters stated it’s up to the County to make sure they’re doing everything they can  to get that fixed.
A resident stated there’s one on Periwinkle right now that does not have a big pylon or anything in it or around it and it is absolutely is dangerous. My husband and I bike all the time and you could easily look away for a second and get hurt.
Mr. Laughlin stated there was a notice in the paper that Harvey brought up. The County Manager, Mike Mullins, is going to be holding regularly scheduled meetings from 3:00 p.m. to 4:00 p.m. on the second Tuesday and fourth Thursday of each month to make himself available for anyone to ask County-related questions or address County issues. The meeting is at the Commission Chambers located in the James Page Governmental Complex on Nassau Place in Yulee. The next one is January 24th and this whole schedule is in the newspaper. I’m not sure, Dan, if we could go and talk to him directly to bring some urgency and residents going would definitely help too.
Mr. McCranie stated if you authorize me to go, I will.

January 18, 2019 Special Meeting	Amelia Concourse CDD

Mr. Powell stated this was grandfathered in that the County was accepting roads but they don’t do that anymore with new developments.
Mr. Marvin stated part of the reason it’s not getting fixed is people have dug their heels in and said it’s not their obligation to fix it. There are one or two of these holes you don’t even know what the problem is because it’s not what’s on the surface, it’s what’s underground that  has to be fixed. Fixing the surface is easy. The people that furnished the bonds don’t want to spend that money because they feel like the County has jerked them around. The County keeps thinking we’re like their other CDDs. It’s just a vicious circle.
Mr. McCranie stated to get into an in-depth conversation about it, the bonding requirements say you have to have the bond for 24 months after construction or 75% build-out of the overall development. Jackson Shaw assumed the development rights of phase one, completed that and had this bond out, give or take $150,000. I think it was $200,000. Now, they’ve got no skin in the game and no reason to keep going but they have to continually maintain the roadways of phase one until not only phase two, but part of phase three is built until we get 75% of everything built.
Mr. Powell stated everyone has tried to fight that requirement with no success.
Mr. McCranie stated it was written making the assumption that the same developer was always going build all phases but now you’ve got one that’s out of the game and it makes no sense for them to maintain them for the next couple of years until it’s complete.
Mr. Marvin stated I would suggest that anyone that speaks to the County, including you, Dan, ask if they can’t make the repairs on an emergency basis because they’re dangerous and if they’re not responsible, they can bill the responsible party.
Mr. McCranie stated I will push that. I’ve sent emails even a month ago saying, “you guys are pulling the bond so when are you going to get the repairs done because they’re dangerous”, and there is no response.

On MOTION by Mr. Greenberg seconded by Mr. Marvin with all in favor the Engineer attending a County meeting to bring urgency to the potholes within the community was approved.

Mr. Greenberg stated Nick, I have an issue that hopefully you might be able to assist with. I’m sure you’re not aware how you’re contractors and subcontractors work and the manner

January 18, 2019 Special Meeting	Amelia Concourse CDD

in which they come and go. It’s very normal in a construction project that contractors come at 6:00 or 6:30 in the morning and everybody understands that. What’s happening is some of your largest trucks like the mixers and the tandem with the a-frames think they can save a little time and try coming through the main entrance and as you know, the main entrance is much narrower than Bellflower is. What happens is they ride over the sidewalk and they hit the concrete curbs. They cannot make the turn because there’s not enough room. Then they finally make the turn  and they go all the way to Windflower, make that turn, and then discover when they get down to the end they can’t get through and there’s no room to turn around so they then have to back out. They’re not only waking all of the residents at early hours, but they’re blocking traffic. This has happened more frequently as time has gone on and quite frankly, I suspect if something was said they would use the other entrance. I might recommend that maybe a large sign be posted on A1A just before the entrance to Daisy.
Mr. Powell asked you just want us to use the other entrance.
Mr. Greenberg responded and to post there are no construction vehicles permitted.
Mr. Powell stated right now you have a construction site sign out on the main entrance. Mr. Greenberg stated that was actually done by a couple of residents.
Mr. Powell stated the way I interpreted that sign was that you’re driving in and making a left, as opposed to having it further out.
Mr. Greenberg asked could we post a sign saying so construction vehicles permitted, or use Bellflower? When you open up the third phase, obviously use that one.
Mr. Beall stated we had the issues of no construction traffic on Bellflower when we were constructing phase two.
Mr. Greenberg stated the problem here is this is too narrow and they’re riding up on the curb and sidewalk.
Mr. Beall stated when you fix one problem you’re creating another. Mr. Greenberg stated we’re certainly open to another suggestion.
Mr. Powell stated I can have them put a sign up to say use Bellflower.
Mr. Greenberg stated there’s another concern also. You see what we’re going through right now in phase one trying to just maintain roads that are starting to deteriorate and the heavy traffic is only going to further accelerate that deterioration and increase our inability to maintain the roads in the community, which is ultimately going to fall upon the CDD.

January 18, 2019 Special Meeting	Amelia Concourse CDD

Mr. Powell stated no, it falls upon the County.
Mr. Greenberg stated but only once the roads are turned over. Mr. Powell stated technically the roads have been turned over.
Mr. Greenberg stated but we see where that’s gotten us. I understand who should legally be responsible but the fact remains we’re going to end up with more areas where the road is deteriorating with no means of getting them repaired and they become safety hazards.
Mr. Marvin asked did you build an entrance down there? They’ve got to come in somewhere.
Mr. Greenberg stated they haven’t opened up their third road off A1A for phase three. Mr. Powell stated when phase three happens you won’t have anything coming in.
Mr. Greenberg stated right everything will be going in that way, but there is no additional road off phase two.
Mr. Marvin stated the point is if you restrict them from coming down one road, they’ve got to come down another.
Mr. Greenberg stated we understand but the fact remains they are also causing damage to the rest of the entrance. The road is not wide enough for them to make the turn.
Mr. Powell stated if I were the truss truck, I don’t know why it would be pulling in that entrance either.
Mr. Greenberg stated because they try going in through the back-end of the court on Windflower and cutting through that way. At the end of Windflower there’s an area that has yet to be developed and will be a cul-de-sac but in the meantime they try taking a shortcut through that into the back of that last cul-de-sac in phase two.
Mr. Powell stated you’re telling me a cement truck or truss truck is driving all the way over there and cutting through? I just drove it a minute ago and there is a small stockpile in the way that a large truck couldn’t navigate. They pull in and the first thing they see is the main entrance and they don’t know that other road exists.
Mr. Marvin stated he can ask them to use the other road.
Mr. Donald Wilder, 85078 Amaryllis Court, stated this is a follow-up question from the last meeting and you may not have the answer yet, but it’s about the fencing. It was discussed last time about the fence not being put back up just past the second entrance.
Mr. Laughlin stated it’s been repaired.

January 18, 2019 Special Meeting	Amelia Concourse CDD

Mr. Wilder stated the second issue on the fences is pressure washing. They need to be cleaned.
Mr. Shiver stated I have three bids that I will present to the Board at the next meeting.

SIXTH ORDER OF BUSINESS	Next Scheduled Meeting – February 19, 2019
at 11:00 a.m. at the Amelia Concourse Amenity Center
Mr. Laughlin stated our next meeting is February 19th at 11:00 here at the amenity
center.

SEVENTH ORDER OF BUSINESS	Adjournment

On MOTION by Mr. Marvin seconded by Ms. Cator with all in favor the meeting was adjourned.

Secretary / Assistant Secretary	Chairman / Vice Chairman

TWELFTH ORDER OF BUSINESS

D.

Amelia Concourse CDD
Field Report Feb 2019

First Coast CMS LLC

2019

Feb 2019 Amelia Concourse CDD

Swimming Pools
We are still waiting on the work to be done on the activity pool. The revised proposal for work as been submitted for review.

Maintenance and Facility

Holiday lights have been removed from the facility.

Out of abundance of caution, pot holes that were developing in the streets were temporarily filled with cold patch asphalt.

We received an email from the HOA regarding the large lake in Phase 1. The St. Johns Water Management District was notified that someone was dumping excess “run off” into the lake. It was discovered that someone on Lavender Lane is a having a pool installed and the pool contractor was pumping excess ground water into the street. The SJWMD determined that since it is clean ground water, there is no negative environmental impact and the case was closed.

We were asked to explore possibilities of installing an electronic marquee at the entrance of the community. We contacting Nassau County and was told that electronic and animated signs are not permitted within 1000 ft of SR200 and at any residential community.

Landscaping

We have met with three area licensed Landscape companies to obtain proposals. The proposals have been submitted for review and is an agenda item.

2

THIRTEENTH ORDER OF BUSINESS

A.

Amelia Concourse
Community Development District
Unaudited Financial Reporting January 31, 2019

AMELIA CONCOURSE
Community Development District Combined Balance Sheet
January 31, 2019

Governmental Fund Types

Totals

Debt	Capital	Capital	(Memorandum
 	General	 	SPE, LLC		 	Service		 	Projects	 	Reserve		 	Only)	
Assets:
Cash	
$182,586	
-­‐-­‐-­‐	
-­‐-­‐-­‐	
-­‐-­‐-­‐	
-­‐-­‐-­‐	
$182,586	
Cash-­‐Regions	-­‐-­‐-­‐	$467,121	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$467,121	
Land Held for Resale Investments:
2007 Series
Reserve	-­‐-­‐-­‐

-­‐-­‐-­‐	$54,656

-­‐-­‐-­‐	-­‐-­‐-­‐

$83,681	-­‐-­‐-­‐

-­‐-­‐-­‐	-­‐-­‐-­‐

-­‐-­‐-­‐	$54,656

$83,681	
Interest	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$0	
Revenue	-­‐-­‐-­‐	-­‐-­‐-­‐	$2,655,600	-­‐-­‐-­‐	-­‐-­‐-­‐	$2,655,600	
Prepayment	-­‐-­‐-­‐	-­‐-­‐-­‐	$29,439	-­‐-­‐-­‐	-­‐-­‐-­‐	$29,439	
Construction	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$70,604	-­‐-­‐-­‐	$70,604	
Deferred Cost	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$6,449	-­‐-­‐-­‐	$6,449	
2016 Series
Reserve	
-­‐-­‐-­‐	
-­‐-­‐-­‐	
$120,747	
-­‐-­‐-­‐	
-­‐-­‐-­‐	
$120,747	
Interest	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$0	
Cap Interest	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$0	
Revenue	-­‐-­‐-­‐	-­‐-­‐-­‐	$155,156	-­‐-­‐-­‐	-­‐-­‐-­‐	$155,156	
Prepayment	-­‐-­‐-­‐	-­‐-­‐-­‐	$55,093	-­‐-­‐-­‐	-­‐-­‐-­‐	$55,093	
Construction	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$616	-­‐-­‐-­‐	$616	
COI	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$0	
SBA	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$69,158	$69,158	
Custody	$223,410	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$223,410	
Due from Debt Service	$3,579	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$3,579	
Due From Other	$9	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$9	
Due from Capital	$10,029	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$10,029	
Electric Deposits	$6,487	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐
-­‐-­‐-­‐	$6,487	
TOTAL ASSETS	$426,101	$521,777	$3,099,717	$77,668	$69,158	$4,194,421	

Liabilities:
Accounts Payable	

$1,529	

$38	

-­‐-­‐-­‐	

-­‐-­‐-­‐	

-­‐-­‐-­‐	

$1,566	
FICA Payable	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$0	
Due to General Fund	-­‐-­‐-­‐	-­‐-­‐-­‐	$3,579	$10,029	-­‐-­‐-­‐	$13,609	
Due to Other	-­‐-­‐-­‐	$434,243	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$434,243	
Accrued Interest Payable	-­‐-­‐-­‐	-­‐-­‐-­‐	$2,909,669	-­‐-­‐-­‐	-­‐-­‐-­‐	$2,909,669	
Accrued Principal Payable	-­‐-­‐-­‐	-­‐-­‐-­‐	$585,000	-­‐-­‐-­‐	-­‐-­‐-­‐	$585,000	
Fund Balances:
Restricted for Debt Service	
-­‐-­‐-­‐	
-­‐-­‐-­‐	
($398,531)	
-­‐-­‐-­‐	
-­‐-­‐-­‐	
($398,531)	
Restricted for Capital Projects	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$67,639	-­‐-­‐-­‐	$67,639	
Nonspendable	$5,842	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	-­‐-­‐-­‐	$5,842	
Unassigned	$412,889	$87,497	-­‐-­‐-­‐	-­‐-­‐-­‐	$69,158	$569,543	
Total Liabilities, Fund Equity, Other	$426,101	$521,777	$3,099,717	$77,668	$69,158	$4,194,421	

AMELIA CONCOURSE
Community Development District GENERAL FUND
Statement of Revenues & Expenditures For The Period Ending January 31, 2019

	Adopted	Prorated Budget	Actual		
	Budget	1/31/19	1/31/19	VARIANCE	
REVENUES:					
Special Assessment-­‐Tax Roll	$220,646	$127,237	$127,237	$0	
Special Assessment-­‐Direct	$0	$0	$0	$0	
Interest Income	$0	$0	$148	$148	
Rental Revenue/Miscellaneous Income	$500	$167	$1,152	$986	
O & M Funding -­‐ SPE (Transfer In)	$110,240	$110,240	$123,434	$13,194	
TOTAL REVENUES	$331,386	$237,644	$251,972	$14,327	
EXPENDITURES:					
ADMINISTRATIVE:					
Supervisors	$6,000	$2,000	$1,050	$950	
FICA Expense	$459	$153	$61	$92	
Travel	$300	$100	$0	$100	
Engineering	$15,000	$5,000	$600	$4,400	
Attorney Fees	$20,000	$6,667	$3,598	$3,069	
Annual Audit	$3,875	$1,292	$0	$1,292	
Dissemination	$3,500	$1,167	$1,667	($500)	
Assessment Roll	$5,000	$5,000	$5,000	$0	
Property Appraiser	$2,210	$2,210	$2,210	$0	
Trustee Fees	$8,000	$2,667	$0	$2,667	
Arbitrage	$1,200	$400	$0	$400	
Management Fees	$45,000	$15,000	$15,000	$0	
Information Technology	$1,500	$500	$500	$0	
Telephone	$150	$50	$248	($198)	
Postage	$350	$117	$298	($181)	
Insurance	$9,344	$9,344	$8,494	$850	
Printing and Binding	$1,000	$333	$1,010	($677)	
Legal Advertising	$1,500	$500	$0	$500	
Other Current Charges	$450	$150	$547	($397)	
Office Supplies	$150	$50	$101	($51)	
Dues, Licenses & Subscriptions	$175	$175	$175	$0	
TOTAL ADMINISTRATIVE	$125,163	$52,873	$40,558	$12,315	
FIELD:					
Contract Services:
Landscape Maintenance	
$26,000	
$8,667	
$8,304	
$363	
Lake Maintenance	$6,442	$2,147	$1,060	$1,087	
Management Company	$6,959	$2,320	$2,316	$4	
Subtotal Contract Services	$39,401	$13,134	$11,680	$1,454	

Repairs & Maintenance:
Repairs & Maintenance	
$14,500	
$4,833	
$2,171	
$2,663	
Irrigation Repairs	$800	$267	$41	$226	
Subtotal Repairs and Maintenance	$15,300	$5,100	$2,211	$2,889	

AMELIA CONCOURSE
Community Development District GENERAL FUND
Statement of Revenues & Expenditures For The Period Ending January 31, 2019

	Adopted	Prorated Budget	Actual		
	Budget	1/31/19	1/31/19	VARIANCE	
Utilities:
Electric	
$16,800	
$5,600	
$7,771	
($2,171)	
Water & Sewer	$22,500	$7,500	$6,099	$1,401	
Subtotal Utilities	$39,300	$13,100	$13,870	($770)	

Amenity Center:
Insurance	
$16,559	
$16,559	
$15,054	
$1,505	
Amenity Staffing	$11,097	$3,699	$2,284	$1,415	
Pool Maintenance	$15,743	$5,248	$3,203	$2,044	
Pool Chemicals	$7,500	$2,500	$2,557	($57)	
Pool Permits	$530	$177	$0	$177	
Cable	$185	$62	$212	($150)	
Janitorial	$4,072	$1,357	$861	$497	
Facility Maintenance	$15,310	$5,103	$0	$5,103	
Pest Control	$0	$0	$300	($300)	
Refuse	$1	$0	$42	($42)	
Subtotal Amenity Center	$70,997	$34,705	$24,514	$10,191	

Reserves:
Capital Outlay	
$0	
$0	
$0	
$0	
Capital Reserve Fund	$41,227	$0	$0	$0	
Subtotal Amenity Center	$41,227	$0	$0	$0	
					
TOTAL FIELD	$206,225	$66,039	$52,274	$13,764	
					
TOTAL EXPENDITURES	$331,388	$118,912	$92,832	$26,080	
					
EXCESS REVENUES (EXPENDITURES)	($1)		$159,139		
FUND BALANCE -­‐ Beginning	$0		$259,591		
FUND BALANCE -­‐ Ending	($1)		$418,731		

AMELIA CONCOURSE
Community Development District
AMELIA CONCOURSE SPE, LLC
Statement of Revenues & Expenditures For The Period Ending January 31, 2019

	Adopted
Budget	Prorated Budget
1/31/19	Actual
1/31/19	
VARIANCE	

REVENUES:					
Bondholders Contributions	$157,400	$15,706	$15,706	$0	
TOTAL REVENUES	$157,400	$15,706	$15,706	$0	

EXPENDITURES:					
Annual Corporate Fees	$150	$150	$144	$6	
Bank Charges/Other Current	$250	$83	$610	($527)	
CDD Assessments/Transfer Out	$110,000	$0	$0	$0	
Contingency/Miscellaneous	$5,000	$0	$0	$0	
Insurance -­‐ Liability	$1,500	$0	$0	$0	
Engineering	$7,500	$0	$0	$0	
Management Fees	$18,000	$0	$0	$0	
Legal Fees/Professional Fees	$0	$0	$0	$0	
Property Taxes	$15,000	$15,000	$8,206	$6,794	
TOTAL EXPENDITURES	$157,400	$15,233	$8,960	$6,273	

OTHER SOURCES/(USES):					
Land Sale Proceeds	$0	$0	$1,088,892	$1,088,892	
Transfer Out	$0	$0	($1,088,892)	($1,088,892)	
TOTAL OTHER SOURCES/(USES)	$0	$0	$0	$0	
					
EXCESS REVENUES (EXPENDITURES)	$0		$6,746		

FUND BALANCE -­‐ Beginning	
$0		
$80,750		
FUND BALANCE -­‐ Ending	$0		$87,497		

AMELIA CONCOURSE
Community Development District
2007A DEBT SERVICE FUND
Statement of Revenues & Expenditures For The Period Ending January 31, 2019

	Adopted	Prorated Budget	Actual		
	Budget	1/31/19	1/31/19	VARIANCE	

REVENUES:					
Special Assessments -­‐ Tax Collector	$117,850	$72,336	$72,336	$0	
Special Assessments -­‐ Prepayments	$0	$0	$0	$0	
Interest Income	$0	$0	$5,753	$5,753	
Other Revenue Sources	$399,467	$0	$0	$0	
TOTAL REVENUES	$517,317	$72,336	$78,089	$5,753	

EXPENDITURES:					
Series 2007A
Interest Expense -­‐ 11/01	
$173,075	
$0	
$0	
$0	
Interest Expense -­‐ 05/01	$173,075	$0	$0	$0	
Principal Expense -­‐ 05/01	$170,000	$0	$0	$0	
Principal Expense -­‐ 05/01 (Prepayment)	$0	$0	$0	$0	
TOTAL EXPENDITURES	$516,150	$0	$0	$0	

OTHER SOURCES/(USES)					
Interfund Transfer	$0	$0	$1,501,867	$1,501,867	
Land Sale Proceeds	$1	$0	$412,975	$412,975	
Property Appraiser	($1,167)	($1,167)	($1,167)	$0	
Other Debt Service Costs	$0	$0	($16,053)	($16,053)	
TOTAL OTHER SOURCES AND USES	($1,166)	($1,167)	$1,897,623	$1,898,790	
					
EXCESS REVENUES (EXPENDITURES)	$1		$1,975,712		

FUND BALANCE -­‐ Beginning	
$0		
($2,702,827)		
FUND BALANCE -­‐ Ending	$1		($727,115)		

AMELIA CONCOURSE
Community Development District
2016 DEBT SERVICE FUND
Statement of Revenues & Expenditures For The Period Ending January 31, 2019

	Adopted
Budget	Prorated Budget
1/31/19	Actual
1/31/19	
VARIANCE	

REVENUES:					
Interest Income	$240	$80	$301	$221	
Special Assessments-­‐ Tax Roll	$243,663	$143,741	$143,741	$0	
Special Assessments-­‐ Prepayments	$0	$0	$55,000	$55,000	
TOTAL REVENUES	$243,903	$143,821	$199,042	$55,221	

EXPENDITURES:					
Series 2016
Interest Expense -­‐ 11/01	
$97,200	
$97,200	
$98,550	
($1,350)	
Principal Expense -­‐ 11/01 (Prepayment)	$0	$0	$160,000	($160,000)	
Interest Expense -­‐ 05/01	$97,200	$0	$0	$0	
Principal Expense -­‐ 05/01	$45,000	$0	$0	$0	
Principal Expense -­‐ 05/01 (Prepayment)	$55,174	$0	$0	$0	
TOTAL EXPENDITURES	$294,574	$97,200	$258,550	($161,350)	

OTHER SOURCES/(USES)					
Interfund Transfer	$0	$0	$0	$0	
Property Appraiser	($2,413)	($2,413)	($2,413)	$0	
Bond Proceeds	$0	$0	$0	$0	
TOTAL OTHER SOURCES AND USES	($2,413)	($2,413)	($2,413)	$0	
					
EXCESS REVENUES (EXPENDITURES)	($53,084)		($61,920)		

FUND BALANCE -­‐ Beginning	
$53,084		
$390,505		
FUND BALANCE -­‐ Ending	$0		$328,584		

AMELIA CONCOURSE
Community Development District
CAPITAL PROJECTS FUND
Statement of Revenues & Expenditures For The Period Ending January 31, 2019

	Series
2007	Series
2016		

REVENUES:				
Interest Income	$459		$1	
Total Revenues	$459		$1	

EXPENDITURES:				
Capital Outlay	$0		$0	
Cost of Issuance	$10,029		$0	
Total Expenditures	$10,029		$0	

OTHER SOURCES/(USES)				
Interfund Transfer	$176		$0	
Bond Process	$0		$0	
Total Other Sources/(Uses)	$176		$0	
				
EXCESS REVENUES (EXPENDITURES)	($9,394)		$1	
				
FUND BALANCE -­‐ Beginning	$76,417		$615	
				
FUND BALANCE -­‐ Ending	$67,023		$616	

AMELIA CONCOURSE
Community Development District
Capital Reserve Fund Statement of Revenues & Expenditures For The Period Ending January 31, 2019

	Adopted	Prorated	Actual		
	Budget	1/31/19	1/31/19	Variance	

Revenues:					
Interest	$175	$58	$582	$524	
Capital Reserve Funding -­‐ Transfer In	$41,227	$0	$0	$0	
Total Revenues	$41,402	$58	$582	$524	

Expenditures					
Capital Outlay	$0	$0	$0	$0	
Repair and Replacement	$0	$0	$0	$0	
Total Expenditures	$0	$0	$0	$0	

OTHER SOURCES/(USES)					
Interfund Transfer In/(Out)	$0	$0	$0	$0	
Total Other Sources/(Uses)	$0	$0	$0	$0	
					
EXCESS REVENUE (EXPENDITURES)	$41,402		$582		
					
FUND BALANCE -­‐ Beginning	$67,004		$68,576		
					
FUND BALANCE -­‐ Ending	$108,406		$69,158		

Amelia Concourse
Community Development District
General Fund
Month By Month Income Statement Fiscal Year 2019

October	
November	
December	
January	
February	
March		
April		
May		
June		
July		
August	
September	
Total	
Revenues:																			
Special Assessment-­‐Tax Roll	$0	$4,912	$110,353	$11,972	$0		$0		$0		$0		$0		$0	$0	$0	$127,237	
Special Assessment-­‐Direct	$0	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$0	
Interest Income	$42	$37	$24	$45	$0		$0		$0		$0		$0		$0	$0	$0	$148	
Rental/Miscellaneous	$1,012	$140	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$1,152	
O&M Funding-­‐SPE (Transfer In)	$0	$0	$123,434	$0	$0		$0		$0		$0		$0		$0	$0	$0	$123,434	
Total Revenues	$1,054	$5,089	$233,811	$12,017	$0		$0		$0		$0		$0		$0	$0	$0	$251,972	
Expenditures:																			
Administrative
Supervisors	
$600	
$200	
$250	
$0	
$0		
$0		
$0		
$0		
$0		
$0	
$0	
$0	
$1,050	
FICA Expense	$46	$15	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$61	
Travel	$0	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$0	
Engineering	$0	$0	$0	$600	$0		$0		$0		$0		$0		$0	$0	$0	$600	
Attorney Fees	$1,645	$1,953	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$3,598	
Annual Audit	$0	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$0	
Dissemination	$792	$292	$292	$292	$0		$0		$0		$0		$0		$0	$0	$0	$1,667	
Assessment Roll	$5,000	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$5,000	
Property Appraiser	$0	$2,210	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$2,210	
Trustee Fees	$0	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$0	
Arbitrage	$0	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$0	
Management Fees	$3,750	$3,750	$3,750	$3,750	$0		$0		$0		$0		$0		$0	$0	$0	$15,000	
Information Technology	$125	$125	$125	$125	$0		$0		$0		$0		$0		$0	$0	$0	$500	
Telephone	$64	$113	$31	$41	$0		$0		$0		$0		$0		$0	$0	$0	$248	
Postage	$172	$36	$29	$60	$0		$0		$0		$0		$0		$0	$0	$0	$298	
Insurance	$8,494	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$8,494	
Printing and Binding	$331	$0	$673	$5	$0		$0		$0		$0		$0		$0	$0	$0	$1,010	
Legal Advertising	$0	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$0	
Other Current Charges	$5	$17	$35	$491	$0		$0		$0		$0		$0		$0	$0	$0	$547	
Office Supplies	$0	$79	$15	$6	$0		$0		$0		$0		$0		$0	$0	$0	$101	
Dues, Licenses & Subscriptions	$175	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$175	
Total Administrative	$21,198	$8,789	$5,200	$5,370	$0		$0		$0		$0		$0		$0	$0	$0	$40,558	
FIELD
Landscape Maintenance	
$1,042	
$4,468	
$1,752	
$1,042	
$0		
$0		
$0		
$0		
$0		
$0	
$0	
$0	
$8,304	
Lake Maintenance	$265	$265	$265	$265	$0		$0		$0		$0		$0		$0	$0	$0	$1,060	
Management Company	$579	$579	$579	$579	$0		$0		$0		$0		$0		$0	$0	$0	$2,316	
Repairs & Maintenance	$758	$1,069	$0	$344	$0		$0		$0		$0		$0		$0	$0	$0	$2,171	
Irrigation Repairs	$0	$41	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$41	
Electric	$2,418	$1,875	$1,180	$2,298	$0		$0		$0		$0		$0		$0	$0	$0	$7,771	
Water & Sewer	$1,786	$1,768	$1,744	$801	$0		$0		$0		$0		$0		$0	$0	$0	$6,099	
Insurance	$15,054	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$15,054	
Amenity Staffing	$571	$571	$571	$571	$0		$0		$0		$0		$0		$0	$0	$0	$2,284	
Pool Maintenance	$801	$801	$801	$801	$0		$0		$0		$0		$0		$0	$0	$0	$3,203	
Pool Chemicals	$757	$600	$600	$600	$0		$0		$0		$0		$0		$0	$0	$0	$2,557	
Pool Permits	$0	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$0	
Cable	$53	$53	$53	$53	$0		$0		$0		$0		$0		$0	$0	$0	$212	
Janitorial	$215	$215	$215	$215	$0		$0		$0		$0		$0		$0	$0	$0	$861	
Facility Maintenance	$0	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$0	
Pest Control	$75	$75	$75	$75	$0		$0		$0		$0		$0		$0	$0	$0	$300	
Refuse	$0	$0	$15	$27	$0		$0		$0		$0		$0		$0	$0	$0	$42	
Capital Outlay	$0	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$0	
Capital Reserve	$0	$0	$0	$0	$0		$0		$0		$0		$0		$0	$0	$0	$0	
Total Field	$24,374	$12,380	$7,850	$7,671	$0		$0		$0		$0		$0		$0	$0	$0	$52,274	
																			
Total Expenses	$45,572	$21,169	$13,050	$13,041	$0		$0		$0		$0		$0		$0	$0	$0	$92,832	
																			
Excess Revenues (Expenditures)	($44,518)	($16,080)	$220,761	($1,024)	$0		$0		$0		$0		$0		$0	$0	$0	$159,139	

Amelia Concourse
Community Development District Long Term Debt Report

Series 2007 Capital Improvement Revenue Bonds	
Interest Rate:	5.75%	
Maturity Date:	5/1/38	
Reserve Fund Definition:	7.0264% of Deemed Outstanding	
Reserve Fund Requirement:	$454,605.97	
Reserve Balance:	$83,680.73	
Bonds outstanding -­‐ 9/30/2013	$7,255,000	
Less: November 1, 2013	$0	
Less: May 1, 2014 (Mandatory)	($125,000)	
Less: May 1, 2014 (Prepayment)	($65,000)	
Less: May 1, 2014 (Prior Years)	($435,000)	
Less: November 1, 2014 (Prepayment)	($85,000)	
Less: May 1, 2015 (Prepayment)	($75,000)	
Current Bonds Outstanding	$6,470,000	
		
Series 2016 Capital Improvement Revenue Bonds		
Interest Rate:	6.00%	
Maturity Date:	5/1/47	
Reserve Fund Definition:	50% of MADS	
Reserve Fund Requirement:	$123,050.00	
Reserve Balance:	$120,747.34	
Bonds outstanding -­‐ 6/30/2016	$3,385,000	
Less: May 1, 2018 (Mandatory)	($40,000)	
Less: May 1, 2018 (Prepayment)	($60,000)	
Less: November 1, 2018 (Prepayment)	($160,000)	
Current Bonds Outstanding	$3,125,000	

B.

Amelia Concourse
Community Development District
Check Register Summary November 1, 2018 through January 31, 2019

Fund	Date	Check #'s	Amount

Payroll

11/28/18	50137

$	184.70

 Sub-­‐Total	$	184.70 

General Fund		
	11/8/18	1414-­‐1423	$	8,945.33	
	11/21/18	1424-­‐1428	$	26,926.74	
	12/13/18	1429-­‐1436	$	11,421.87	
	12/20/18	1437-­‐1442	$	7,448.79	
	1/4/19	1443-­‐1446	$	1,409.23	
	1/10/19	1447-­‐1452	$	9,660.45	
	1/17/19	1453-­‐1454	$	4,729.36	

 Sub-­‐Total	$	70,541.77 

SPE	1/30/19	54	$	143.75
 Sub-­‐Total	$	143.75 

Total

$

70,870.22

Attendance Sheet
District Name:	Amelia Concourse CDD

Board Meeting Date: November 27, 2018 Meeting

NIA

Nick Powell

5

$??

G!en	/vfo..r;v	"
VACANT

4

3

$ ??

Harvey Greenberg

2

$??

1

Fee

In Attendance
D D
[Zf
D D

Name

Ellen Cator

The Supervisors present at the above-referenced meeting should be compensated accordingly.

Approved for Payment:

PLEASE RETURN COMPLETED FORM TO HANNAH SMITH

 	Page 
1 of2

Billing Address:
AMELIA CONCOURSE COD 475WTOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649

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Shipping Address: AMELIA CONCOURSE CDD 475WTOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649

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6 402717398 □00002	42818508066084000000000000000242810

003921 6 01 AB 0.405 *'AUTO TB O 1351 32092-364939 -CDi-P39255-11
11,,1111,, 111111,111111•III II111III11 111111I1111111II I111111I II   I1
AMELIA CONCOURSE COD	••	·
475 W TOWN Pl STE 114
SAINT AUGUSTINE Fl 32092-3649

h1111,11 I1111111I1111•11•11•11111I1111111111• ll111111,111111111I
FedEx
P.O. Box 660481
DALLAS TX 75266-0481

111111111111111111111111111111111111111
60012510017837	13 51.01.Q0.0039216-0001.0073965

Invoice Number
 	6-402-71739	

Invoice Date
 	Dec 18, 2018 

Account Number

2 of2

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Tracking ID	773916423364
Service Type	FedEx Standard Overnight Package Type	FedEx Envelope
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Sender
Shelby Stephens
475 West Town Place
SAINT AUGUSTINE Fl 32092 US

Recipient
Jason Barrett
Hopping Green and Sams 119 S MONROE ST TALLAHASSEE FL 32301 US

 	=

Delivered	Oec 10, 2018 09:32	_
Svc Area	A2	Transportation Charge	22.80
Signed by	D.ANTONETT!	_Fu  el  S,,.,.ur_ch_a  rg  e----,-----------------------1.4 8

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T_h-ird_P_a_rty_S-ub-to-ta_l 	

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1351-01-00-0039216-0001-0073965

Martex Services

INVOICE

LANDSCAPE	MANAGEMENT

Dave DeDenagy
GMS
475 West Town Place Suite 114
St. Augustine, FL 32092

Amelia Concourse CDD Amelia Concourse CDD Fernandina Beach, FL

:" "  !lltffi l:'tEM"	,    :   ",,  ",'- ,oO"        :"             ,	:	,
(                 C	-               •	>	CC	CC                      ,<	-"'	,S
#34 - Maintenance Contract
Pine straw installation

Total

,"   " jl,[Ntcll FfR.leE	·EXT PRICE	IBINE TOTAL

",-,

Co         °"

-.	,<C 
$709.95
$709.95
$709.95

Credits/Payments Applied Balance Due

/·3'2•571•4 '2
Lj I

$0.00
$709.95

1417 Avery Road Fernandina Beach, FL 32034

http://www.martexlandscape.com

1169

Jacksonville Office 904-225-9425

IS YOUR HOME PROTECTED FROM TERMITES?
Termites cause billions of dollars in damage every year rarely covered by homeowner's insurance and in our area, it's not if your home will encounter termites, but when. Protect your family and home 24/7/365  with Sentricon® with Always Active from Nader's, the #1 provider of Sentricon in the world. CALL TODAY! 855-MY-NADERS.

It's not just termite control. It's Nader's Pest Raiders termite control.

PO Box 1330
Yulee, FL 32041-1330
www.naderspestraiders.com
Customer Number: 1328696	Statement Date: 12/20/18 Payment Due Upon Receipt

Date	Invoice#	Description	Amount	Tax	Balance

Service Address: 85200 Amaryllis Ct, Fernandina Beach, FL 32034-9716
11/20/18	32867999	Fire Ant Service	$75.00	$0.00	$75.00	
12/17/18	33088493	Fire Ant Service	$75.00	$0.00	$75.00	

Current: $75.00	Past Due: $75.00	Total Amount Due: $150.00

 	Please e_e_p the Top Portion For Y r Records	Return Bottom Portion with Payment 	_

Please check lnvoice{s) paid below.	

D D D D D D	Invoice#
32867999
33088493	Amount
$75.00
$75.00	D
□
D
D D D	Invoice#	Amount	
If you are paying by credit card, please see reverse side.	

GA22349F

PO Box 1330 • Vulee, FL 32041-1330
Temp-Return Service Requested

You can pay your bill online at www.naderspestraiders.com
••••••••AUTo••ALL FOR AADC 320 111111111111111111111111ll1l1I11111l111I1111•ii111111111111h111I AMELIA  CONCOURSE AMENITIES CENTER	4 TONY SHIVER		581
475 W TOWN PL STE 114
SAINT AUGUSTINE Fl	32092-3649

Please make checks payable and remit to:
NADER'S PEST RAIDERS PO BOX 1330
YUlEE Fl 32041-1330
111 l1 111ll 111•111111l 1111 1•1 111 111111 11111111111111111ll'

111 l 11II

Statement Date: 12/20/18 Customer Number: 1328696

Balance Forward: $75.00
Amount 	_

Amount Due: $150.00
Check# 	_

1707 Townhurst Dr.
Houston TX 77043
(800) 858-POOL (7665)

www.poolsure com

Invoice	Date

Terms·.   <	···.•..
oueoaie r· >•...··.·.·.··.···.···	Net20	
	1/21/2019	
		
customer#•····•······•..·.·.···	13AME150	

Invoice#

1/1/2019
131295583372

Bill To	·..·.	ShipTo	
First Coast CMS, LLC Amelia Concourse
3821 Miruelo Circle North Jacksonville FL 32217	Amelia Concourse 85200 Amayllis Court
Fernandina Beach FL 32034			
l -:3:l • 5 7 2 · 4S4
151..1	
WM-CHEM-BASE	Water Management Seasonal Billing Rate	1	ea	600.00	

				

••A prepayment discount of 5% is available if the entire amount for 2019 is paid for by check or ACH by December 31st, 2018. Please contact us at ar@poolsure.com or
1-B00-858-POOL(7665) if you have any questions.••

Total Amount Due

600.00
$600.00

Remittance Slip
Customer

13AME150

Amount Due

$600.00

Invoice#

131295583372

Amount Paid	 	
Make Checks Payable To
Poolsure
PO Box55372
Houston, TX 77255-5372

1111111111111111111111111111

@

,.,,.,.,,..,,.
,
,

"
..

Pay By Phone: 1-877-720-1583 Phone PIN: 1290733410000

Advanced Disposal

ADVANCED DISPOSAL STATELINE- PD

Advanced Disposal is a company bringing fresh ideas and solutions to a clean environment. How can we further help your business or home become greener and cleaner? Visit us at www.AdvancedDisoosal.com.

Should you have any questions about charges; please see the back of this invoice, call your seivice representative or go to www.AdvancedDlsposal.com.

450496 STATE ROAD 200
CALLAHAN FL 32011

m,.

RETURN SERVICE REQUESTED

WJ

001258 000000099
II11  11•11111•"1•11 111111111l1 111111111•n11ml111111111  1Ml 111
AMELIA CONCOURSE COD 475 W TOWN PL STE 114
ST AUGUSTINE FL 32092-3649

Account Information		
Account Number	PD073341 Site Number		0000
Invoice Date	November 30, 2018 Invoice Number		PD0002114387	
Account Summa!:!	
..	
	-$12A3	
Previous Balance		
Payments/Adjustments	$0.00	
Current Invoice Amount	':::$::27.46
..·-:.-.·.··.	
		
Amount Due	'$15.03
Due Date	Upon Receipt	
Invoice Breakdown		
Current	$15.03.	
30 days - past due	$0.00	
60 days - past due	$0.00	
90 days - past due	$0.00
.""', ...   .	·.	
It's easy being Green...sign up	< · •·•.•
for ebill and auto Pl>IY !ll ..< >
http:/lwww.AdvancedDispos11l.com/billpay.•..·..	
Contact Us
(904) 879-2301 I (904) 261-7186 < .>..	

StatelineFL@AdvancedDispc,S{ll.com.:••     "·	

Previous Balance
Payments and Adjustments .
AMELIA CONCOURSE CDD (0001)
85200 AMARYLLIS CT FERNANDINA, FL . ·.

.l' 32.	51 z.l./u,
-$12.43
1D	$0.00

•· Date	Description	Reference
1.00 - 0.50YD:CC>NINI RL TRASH (001)

9!x 	Unit Price Amount

11(30/18	TRASH STANDARD	1.00	26.42	26.42	
	SERVICE:				

11/30/18	12/01/18-12/31/18
COMPLIANCE AND BUSINESS IMPACT	
1.00	
1,04	
1.04	

>

PO1811161002.txl-2515-000000099

Current Charges
>A111ountDue"

H n· ·
BY ·------

check or money order to ensure your payment is posted quickly and accurately.

remittance portion (the perforated bottom

111eclion or your invoice) along wlih your

Plea!le mail your cheek made payable to
Advanced.Disposal to address listed below.
Please do not send correspondence to this
address.

Please assist us by Including the

Pay by Mail
Best for sending a regular check

can 1-877-720-1583 to make your payment
by phone.
To.ensute fastest seivlce, please have your Phone PIN ready, which can be found at the top of your invoice.
We accept MasterCard, Visa, American
Express and Discover: An automated voice service Will process your payment This option is. ideal for making single payments.

Pay by Phone
Good for a one time payment

Visit wWw;advanceddlsposal.com/blllpay
to enroll In Online bUI pay methods.
With the Advanced Disposal onllne blll
payment system, you are able to:
Make a one-lime payment
setup your aoco(Jnt:fot automatic
rec(Jrrlrig payments
If you would llke assistance, please contact us at 1-800-355-2108 and we will be happy to assist you In getting set up.

Online Bill Pay
Graat for regular payments

How to Pay Your Bill

$27.46
$15.03

FIRST COAST CONTRACT	Invoice 4097
MAINTENANCE SERVICES, LLC
352 Perdido St
St. Johns, FL 32259 US (904) 537 9034
service@firstcoastcms.com
www.firstcoastcms.com

,r ,
.
First Coast
CMS

BILL TO

\  ··:···.· ·.  ·:· ·.··..:     ·.: ·:,    .	·· ..

Amelia Concourse c/o GMS, LLC
Attn - Dave deNagy
475 W. Town Place - Sufte 114

-.PATE
11/04/2018 - ·._

-.-... DUE DATE.
- ·.' 11/24/2018

St. Augustine, FL 32092
P.O.NUMBER
Purchases

SALES REP
Tony Shiver

 	
DATE	ACTIVITY	QTY	RATE	AMOUNT

-----------. •-•-•--- •"•''• "'"'"'" ' '""' ••--------------------------
11/05/2018	LOWES - Holiday Lights/Decor ·	294.94	
11/06/2018	LOWES - Holiday Lights/Decor	58.68	
11/08/2018	LOWES - Holiday Lights/Decor	387.16	
11/08/2018	Home Depot - Holiday lights/decor	148.59	
11/09/2018	Home Depot - Holiday Lights/Decor	49.85	
11/09/2018	Home Depot - Holiday lights	79.42	
11/27/2018	TARGET- Printer Ink o5	35.30	
12/03/2018	Wilmar - light bulbs and freeze protector t'<	15.59	
12/03/2018	Wilmar - light bulbs (holiday lights)	19.22	
12/03/2018	Wilmar - batteries tor outdoor clock, drill bit R'?...	15.22	
12/03/2018	Office Depot - binder and 2019 calender 65	21.83	
TOTAL DUE	$1,125.80	
	THANK YOU.	

FIRST COAST CONTRACT	Invoice 4076
MAINTENANCE SERVICES, LLC

352 Perdido St
St. Johns, FL 32259 US (904) 537 9034
servlce@firstcoastcms.com
www.firstcoastcms.com	

First Coast
CMS

BILL TO
Amelia Concourse c/o GMS, LLC
Attn - Dave deNagy
475 W. Town Place - Suite 114

DATE
12/01/2018

PUE DATE 12/21/2018

St. Augustine, FL

P.O. NUMBER	32092
SALES REP	
	
January Servlce	Tony Shiver		
DATE	ACTIVITY	QTY	RATE	AMOUNT	
12/01/2018	Amelia Concourse Contract:Janitorial Service
Janitorial Services	1· 32.•57Z ,<-Jio	1	215.20	215.20	
12/01/2018	Amelia Concourse Contract:Pool Service
Pool cleaning service, three days a week for all
three swimming pools /.J-i_. 5?1.-· 11 S3	1	800.80	800.80	
12/01/2018	Amelia Concourse Contract:Slte Management
Amenrty Center site management J,3Z · 572 · 3'-/	1	579.00	579.00	
12/01/2018	Amelia Concourse Contract:Staffing
Staffing Attendant for amenity center 1 day	i	571.00	571.00	

_durln_g week.	)·32,572- •3t.JI

ii1

TOTAL DUE	$2,166.00

THANK YOU.

Governmental Management Services, LLC
1001 Bradford Way
Kingston, TN 37763

BIil To:
Amelia Concourse CDD 475 West Town Place
Suite 114	 St. Augustine, FL 32092

Description

Invoice

Invoice#:  200
Invoice Date: 12/1/18
Due  Date: 12/1/18
Case:
P.0. Number;

Hours/Qty	Rate	Amount

Management Fees - December20181•3f•513·3'i Information Technology - December 2018 1-31•51.3· 351
Dissemination Agent Services - December 2018 1•31 •5 B· 3.2. 'i
Office Supplies I·3I·5 I ' 5\
Postage l •.31 ,s,3 • 1.J'L	.5
Copies 1-3,,513· YZ-5
Telephone 1-31·513•t-f\			3,750.00	3,750.00
125.00	125.00
291.67	291.67
15.33	15.33
5.17	5.17
673.35	673.35
30.71	30.71	

Total	$4,891.23	
Payments/Credits	$0.00	
Balance Due	$4,891.23	

Hopping Green & Sams
Attorneys and Counselors

119 S. Monroe Street, Ste. 300
P.O. Box 6526

Tallahassee, FL 32314
850.222.7500
================================= STATEMENT =================================

November 30, 2018 Amelia Concourse Community Development District
c/o District Manager
475 West Town Place, Suite 114 St. Augustine, FL 32092

Bill Number 104255 Billed through 10/31/2018

General Counsel
ACCDD	00001	JMW

FOR PROFESSIONAL SERVICES RENDERED
09/28/18	JLK	Continue review and negotiation of master services agreement for ADA

/·3!·513· 31 .5
1

hrs

compliance on websites, documents and transmittals; confer with various district managers regarding processes for ADA compliance; confer regarding SOW for recreational software for ADA compliance; confer regarding insurance coverage with district's insurer.

10/01/18	JMW	Review draft notice; confer with staff.	0,20 hrs

10/05/18	AHJ	Review Florida Department of Economic Opportunity fiscal year 2019 special	0.20 hrs district fee invoice and update form; calendar dates of adopted board of
supervisor meetings.

10/15/18	AHJ		Prepare assessment resolutions; review Florida Department of Economic	1.10 hrs Opportunity fiscal year 2019 special district fee invoice and update form.

10/18/18	JMW	Confer with staff regarding board and election issues; confer with Powell	0.50 hrs regarding landowner election issues,

10/19/18	JMW	Review and respond to public records request.	0.30 hrs
10/22/18	JMW	Meeting preparation; review agenda package materials; conference with staff.	0.90 hrs 10/22/18	AHJ	Prepare mailed and published notices; prepare amended disclosure of public	1.60 hrs
financing.

10/23/18	JMW	Meeting preparation; attend regular board meeting by telephone.	1.90 hrs 10/24/18	JMW	Meeting follow-up.	0,30 hrs
10/24/18	AHJ	Confer  with Hogge regarding scheduled  public hearing on assessments and	0.20 hrs adopted fiscal year 2019 meeting dates.
10/25/18	AHJ	Finalized mailed and published notices; transmit same to Hogge.	0.60 hrs 10/31/18	JMW	Confer with Merritt and Campbell regarding Phase III closing issues; confer with	0.80 hrs
Powell; review engineer's report on permit status.

Total fees for this matter	$1,608.50

Amelia Concourse COD - Genera!	Bill No. 104255	Page 2
======================================================================---==============
DISBURSEMENTS

Document Reproduction

Total disbursements for this matter

36.25

$36.25

MATTER SUMMARY

Jaskolski, Amy H. - Paralegal	3.70 hrs	125 /hr	$462.50	
Kilinski, Jennifer L.	0.10 hrs	190 /hr	$19.00	
Walters, Jason M.	4.90 hrs	230 /hr	$1,127.00	
TOTAL FEES			$1,608.50	
TOTAL DISBURSEMENTS			$36.25	
TOTAL CHARGES FOR THIS MATTER			$1,644.75	

BILLING SUMMARY

Jaskolski, Amy H. - Paralegal	3.70 hrs	125	/hr	$462.50	
Kilinski, Jennifer L.	0.10 hrs	190	/hr	$19.00	
Walters, Jason M.	4.90 hrs	230	/hr	$1,127.00	
TOTAL FEES				$1,608.50	
TOTAL DISBURSEMENTS				$36.25	
TOTAL CHARGES FOR THIS BILL				$1,644.75	

Please include the bill number on vour check.

Invoice	Date	12/1/2018	
	Invoice#	131295582925	

sure 1

Terms	Net 20	
Due Date	12/21/2018	
PO#		
Customer#	13AME150	

170 7 Townhurst Dr.
Houston TX 77043
(800) 858-POOL (7665)
www.poolsure.com

BillTo		Ship To	
First Coast CMS, LLC Amelia Concourse
3821 Miruelo Circle North Jacksonville FL 32217		Amelia Concourse 85200 Amayllis Court
Fernandina Beach FL 32034
I 32- 57 2 . 45 4
'1	
Item ID	Description	Qty	Units	Amount	
WM-CHEM-BASE	Water Management Seasonal Billing Rate	1	ea	600.00	

RY:

check or ACH no later than December 31st, 2018. Please contact us at ar@poolsure.com or	Total	600.00	
1-800-858-POOL(7665) if you have any questions.	Amount Due	$600.00	

DISCOUNT: A prepayment discount of 5% is available if the entire amount for 2019 is paid by

Please detach top portion and return with your payment .

QTY ITEM	UNIT PRICE	EXT PRICE	LINE TOTAL

#34 - Maintenance Contract
Seasonal flowers installed

Total

Credits/Payments Applied Balance Due

2

B't._-·

-	-	-	-	-

$938.44

$938.44

$938.44
$0.00
$938.44

1417 Avery Road Fernandina Beach, FL 32034

http://www.martexlandscape.com

Please detach top portion  and return with your payment.

,.	TY. ITEM  ...	-,	.. _

_ ,_ .. .

_	UNIT PRICE	EXT PRICE	LINE TOTAL

,-	•	•	I	'	,., '

#3670 - Irrigation Inspection Repair - November
Irrigation Repair

Total
Credits/Payment Applied Balance Due

POOL

$40.62
$40 .62
$40.62

$0.00
$40.62

Zone 12 - Replaced one broken 6" pop-up head and nozzle, located in the flower bed next to the pool.
nec,e v. en
n	V2	20	u
B'l·- -	-	-	-	-

1417 Avery Road Fernandina Beach, FL 32034

http://www .martexlandscape .com

Advanced Disposal

ADVANCED DISPOSAL STATELINE - PD
450496 STATE ROAD 200
CALLAHAN Fl 32011

Pay By Phone: 1-877-720-1583 Phone PIN: 1290733410000

Advanced Disposal Is a company bringing fresh Ideas and solutions to a clean envirohment. How can we further help your business or home become greener and cleaner? Visit us at www.AdvancedDisposal.com.

Should you have any questions about charges, please see the back of this invoice, call your service representative or go to www.AdvancedDlsposal.com.
Thc;1nk ou for our uslliessl

RETURN SERVICE REQUESTED
001246 000000089
'" 1•1'11I' 11•11111111111111lh,,I  11111111•1•II,,,1111•1II'  II•I  h
AMELIA CONCOURSE COD 475 W TOWN PL STE 114

ST AUGUSTINE FL 32092-3649

Previous Balance	$15.03	
Payments and Adjustments	$0.00	
AMELIA CONCOURSE CDD (0001) 85200 AMARYLLIS CT FERNANDINA, Fl		

Account Information		
Account Number	PD073341 Site Number		0000
Invoice Date	December 31, 2018 Invoice Number		PD0002120072	
Account Summar		
Previous Balance	$15.03
Payments/Adjustments	$0.00
Current Invoice Amount	$27.46	
Amount Due	I	$42.49
Due Date	Upon Receipt	
Invoice Breakdown	
$42.49
$0,00
$0,00
$0.00	
Current
30 days - past due 60 days - past due 90 days - past due		

It's easy being Green...sign up for ebill and auto pay at
htlp://www.Advan cedDisposal.com/billpay	

Description	Reference
1.00 - 0.50YD:COMM RL TRASH (001)

Qr£	Unit Price Amount

12/31/18		TRASH STANDARD SERVICE:
01/01/19-01/31/19
12/31/18	COMPLIANCE AND BUSINESS IMPACT

D 2 201

Current Charges Amount Due

1.00

1.00

26.42

1.04

26.42

1.04
$27.46
$42.49

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FIRST COAST CONTRACT MAINTENANCE SERVICES, LLC
352 Perdido St
St. Johns, FL 32259 US (904) 537 9034
service@firstcoastcms .com
www.tirstcoastcms.com

Invoice 4128

@ llW lffi

I I\ N O 8 20l	JlU
BY: .......................

F ir st Coast
CMS

BILL TO		

Amelia Concourse c/o GMS, LLC
Attn - Dave deNagy	DATE 01/01 /2019		DUE DAT E 01/2 1/2019	
475 W. Town Place - Suite 114				

St. Augustine, FL 32092

P.O. NUMBER
February Service

SALES REP
Tony Shiver

 	

DATE	ACTIVITY	QTY	RATE	AMOUNT	
01/01/2019	Amelia Concourse Contract:Janitorial Service		215.20	215.20	
01/01/2019	Amelia Concourse Contract:Pool Service		800.80	800.80	
Pool cleaning service, three days a week for all				
three swimming pools I · 32 • 572 · Y 53				
01/01/2019	Amelia Concourse Contract:Site Management	1	579.00	579.00	
Amenity Center site management / ·3 2· 571. • 31,/				
01/01/2019	Amelia Concourse Contract:Staffing
Staffing Attendant for amenity center 1 day
 	 during week.	/ · 3 2..· .57 · 3_1_.11 	_	

 		571.00

 		571.00

Janitorial Services 1•3 2.· 5 n. · '10

TOT AL DUE	$2,166.00

THANK YOU.

Governmental Management Services, LLC
1001 Bradford Way
Kingston, TN 37763

Invoice

Bill To:
Amelia Concourse CDD 475 West Town Place Suite 114
St. Augustine, FL 32092

Description

BY: .......................

Invoice#: 201 Invoice Date: 1/1/19
Due Date: 1/1/19 Case:
P.O. Number:

Hours/Qty	Rate	Amount

Management Fees - January 2019 I ·31 · 51.3' ?>'1
Information Technology  - January 20191· 3, ,    s 1.3 · 3 1
Dissemination Agent Services - January 2019 I· 3, 1 513, 32 <-/
Office Supplies J. 31· 513 · 5 1	5
Postage I· 31 • 5/3  ·	,z
Copies  /·'J'· 5l ?J'  1-1?. 5
Telephone, f Jt- 513 ' '11			3,750.00	3,750.00
125.00	125.00
291.67	291.67
6.31	6.31
5.17	5.17
5.40	5.40
40.65	40.65	

Total	$4,224 .20	
Payments/Credits	$0.00	
Balance Due	$4,224.20	

1-lopping Green & Sam s
Attorneys and Counselors

119 S. Monroe Street, Ste. 300
P.O. Box 6526
Tallahassee, FL 32314
850.222.7500

@)1HW 1n

I\N  O 8 20	U
BY,· .......................

================ ==== =============	STATEMENT ============ ================== ===

December 28, 2018 Amelia Concourse Community Development District
c/o District Manager
475 West Town Place, Suite 114 St. Augustine, FL 32092

General Counsel
ACCDD	00001	JMW

Bill Number 104746 Billed through 11/30/2018

)·3   / • 5   1 3   • 3 }.5
z

FOR PROFESSIONAL SERVICES RENDERED
11/08/18	JMW	Coordinate closing issues for Phase III property.

0.80 hrs

11/12/18	JMW

11/26/18	JMW

11/27/18	JMW

11/29/18	JMW

Review draft agenda; confer with staff regarding same.

Prepare for board meeting; prepare for landowners meeting; confer with staff and board members; travel to Amelia Island for meetings.

Meeting preparation; attend regular board meeting and landowners election and assessment hearing; return travel.

Meeting follow-up.

0.40 hrs

2.80 hrs

3.80 hrs

0.40 hrs

Total fees for this matter	$1,886.00

DISBURSEMENTS
Document Reproduction Travel
Travel - Meals

Total disbursements for this matter

1.00
59.05
7.14

$67.19

MATTER SUMMARY

Walters, Jason M.	8.20 hrs	230 /hr	$1,886.00	
TOTAL FEES			$1,886 .00	
TOTAL DISBURSEMENTS			$67.1 9	
TOTAL CHARGES FOR THIS MATTER			$1,953.19	

BILLING SUMMARY

Walters, Jason M.	8.20 hrs

TOTAL FEES

230 /hr

$1,886.00

$1,886.00

Amelia concourse CDD - General	Bill No. 104746	Page 2
--------------- -------------------- ---= ---------- --- - ------------ === =-------

TOTAL DISBURSEMENTS

TOTAL CHARGES FOR THIS BILL

$67.19

$1,953.19

Please include the bill number on vour check.

Dave DeDenagy
GMS
475 West Town Place Suite 114
St. Augustine , FL 32092

Amelia Concourse CDD Amelia Concourse CDD Fernandina Beach, FL

INVOICE

#4067 - Maintenance Contract	January 2019	$1,042.00	
Total		$1,042.00	
Credits/Payments Applied		$0.00	
Balance Due		$1,042.00	

ven

JA

8

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201
BY-·------

1417 Avery Road Fernandina Beach, FL 32034

http://www.martexlandscape .com

	memo 0111 reriou	, ,	1-\ uVe rus ew...;ne m , ame	
	U l/L U l	AMELIA CONCOURSE COD	
	231	Total Amount Due	I   'Unapplled Amount	131	Terms of Payment	
	247.60 I	I	
21 1	c  u rrent  Net Amount Due	1221	30 Days	I	60 Davs	O1/er 90 Davs	
.00 I	.00 1	.00	.00	
41 Pa11e Number	51	Memo BIii Date	61	Billed Account Number	71	Advertiser /Client Number	
1	01/07/19	30057	MEGHA.	30057	

NEWS-LEADER
P.o. Box 16766
Fernandina Beach FL 32035 (904) 261-3696
Fax(904) 261-3698

Advertising Memo Bill

81	Billed Account Name and Address			
AMELIA CONCOURSE COD
475 WEST TOWN PL STE 114 ST. AUGUSTINE FL 32092	m (ijJmiH mw
J /\N O 8 20	I	Amount Paid:	
			Comments:

481851	
	BY: ..................... .	Ad #:		

Please Return, upp er Portion With Payment

101	Date	
111	
Newspaper Ret eten ce	
1211 31141	Description-Other Comments /Charg es	151
161	SAU Size BIiied Unll s	171  Times Run
181	Rote	
191	
Gros s Amount	
12 01	
Net Amount	
Pl/11/19	481851
ROPLD	NOTICE OF SPECIAL MEET 01/11
FN L
AFFIDAVIT RETAIL DISPL
i	jj(ijJJ;)lWI)j
JA N O f 201

BY: .......................	2X	5.0
10.0	1
23.76	247.60	247.60	
	AFFRD				10.00			
						1•3 ) •5 1 3· "11		
						55		

Statement of Account	- Aging of Past Due Amounts
211 Curr ent Net Amount Due	221	30 Oavs	60 Davs	OVet90 Davs	•UnonDIJed Amount	231	T otal Amoun1 Due	
0.00	0.00	0 .00	0.00		247.60	

NEWS-LEADER
(904) 261-3696

* UNAPPLIED AMOUNTS ARE INCLUDED IN TOTAL AMOUNT DUE

241 Invoice	251			Advertiser Information	
481851	11	Blllln11 Period	161	BIii ed Account Number	171 Advertiser/Client Number   121	Advertiser/Client Name	
		01/2019	I	30057	I	30057 jAMELIA CONCOURSE COD	

......,.J.I....

Mccranie  & Associates, Inc.

3 South 2nd Street Fernandina Beach, Fl. 32034

Invoice

Amelia Concourse CDD c/o Daniel Laughlin, GMS
475 West Town Place, Suite 114 St. Augustine, Florida 32092

DATE	INVOICE#	
1/8/2019	3468	

E-mail	dan@mccranie-engineers.com

BILL TO

J. 3J·513 ·,31 \
ll-.

P.O. NO.	TERMS	DUE DATE	PROJECT	JOB NUMBER

Net30	2/712019	Amelia Concourse CDD

Hourly Services

DESCRIPTION	Quantity	Rate	Total
2	150.00	300.00

General fund - Site visit to check on 3rd pothole. Emails to Nassau County

Total	.$300.00

		01/2019	I		AMELIA CONCOURSE CDD		
	BL:.::..::JQtalAmautJtDue-\   -·	·· I '1.!ll pEli'1fAmnupt: ->131 ,:··TBl'QJ!i!.)f.Pjjym<!lll: ·
4429.36 l	l		....	
	
	1	!
!01/14/19		I	30057	MEGHA.	30057		

NEWS-LEADER
P.O. Box 16766
Fernandina Beach FL 32035

(904) 261-3696

Fax(904) 261-3698

Advertising Memo Bill

AMELIA CONCOURSE CDD
475 WEST TOWN PL STE 114 ST. AUGUSTINE FL 32092

Amount Paid:

Comments:

Ad#:

483145

483145

ROPLD AMELIA CONCOURSE CDD 01/23,30

N/ PUBLIC HEARING

6.0X15.sg
93.0

2
23. 76'

4429.36

4429.36

FNL
AFFRD AFFIDAVIT RETAIL DISPL

10.00

1•3I• 513·'18'
55

Statement of Account	• Aging of Past Due Amounts

NEWS-LEADER

(904} 261-3696

2100 NW 33rd Street	Pompano Beach, FL 33069
1-800-432-4302 - Fax (954) 977-7877

Amelia Concourse COD
C/0 Governmental Mgmt Services
475 W. Town Place #114 St Augustine, Fl 32092

1	Monthly Lake and Wetland Services - November

Invoice

INVOICE DATE:	11/1/2018	
INVOICE NUMBER:	0000427021	
CUSTOMER NUMBER:	0070160	
PO NUMBER:
PAYMENT TERMS:	
Net 30	

1·32. 57  ;l.  4(.pff
1-7
·::::.-_j."-:.-::;:;_:-,:-:-::;.:::.:- _;;· ::;:;:-_:_ '.{/_?: ·(:"::_'.::::.Ci.'."."':.-::":·•':;::.7::-. ·-::·.,:.·,	. .  .   .  .  .
<<sLJ 1rPR.1cet:})\'.{•t:exT(g.R1cE!
·:•::,-·.-<.·- . - .. ·-· ·..
265.00	265.00

EC E I V E
N,J°Iv O•   ,f,;  'f1..(llJ,.fi!O'J
BV:·	. .

SALES TAX: (0.0%)	$0.00	
LESS PAYMENT:	$0.00	
TOTAL DUE:	$265.00	

A 1.5% FINANCE CHARGE IS ADDED TO BALANCES 31 ORMOREDAYSPASTDUE

PLEASE RETURN THIS PORTION WITH PAYMENT.	DATE:	11/1/2018	
MAKE CHECKS PAYABLE TO: Aquatic Systems, Inc.	INVOICE NUMBER:	0000427021	
D	Address Changes (Note on Back of this Slip)	CUSTOMER NUMBER:	0070160	

*Please include contact name and phone number*

TOTAL AMOUNT DUE:

$265.00

Aquatic Systems, Inc. 2100 NW 33rd Street
Pompano Beach, FL 33069

(  AMOUNT PAID:	)

THANK YOU FOR YOUR BUSINESS!

Florida Department of Economic Opportunity, Special District Accountability Program
FY 2018/2019 Special District Fee Invoice and Update Form
Required by Sections 189.064 and 189.018, Florida statutes, and Chapter 73C-24, Florida Administrative Code	
Invoice No.: 72603	Date Invoiced: 10/01/2018	
Annual Fee: $175.0D	Late Fee: $0.00	Received: $0.00		
STEP 1: Review the following lnformation, make changes directly on the form, and sign and date:
1. Special District's Name, Registered Agent's Name, and Registered Office Address:

FLORIDA   DEPARTMENT <I
Amelia Concourse Community Development District	ECONOMIC      OPPORTUNITY
Mr. Jonathan Johnson
Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Fl 32314	t·3 J,5)3 • 5 L.f
63
2.  Telephone:	(850) 222-7500
3. Fax:	(850) 224-8551
Email:	jjohnson@hgslaw.com
Status:	Independent
Governing  Body:	Elected
Website Address:	www.ameliaconcoursecdd.com
B. County(ies}:	Nassau
Function(s):	Community Development
Boundary  Map on File;	11/17/2006
Creation  Document on File:	11/17/2006
Date Established:	07/18/2006
Creation  Method:	Local Ordinance
Local Governing Authority:	Nassau County
Creation  Document(s):	County Ordinance 2006-58
Statutory Authority:	Chapter 190, Florida Statutes
Authority  to Issue Bonds:	Yes
Revenue  Source(s):	Assessments
Most Recent Update:	10/18/2017
I do hereby certify that the information above (changes noted if necessary) ls accurate and complete as of this date. Registered Agent's Signature: 	Date 	_
STEP 2: Pay the annual fee or certify eligibility for the zero fee:
	Pay the Annual Fee: Pay the annual fee onllne by followlng the Instructions at www.Florldajobs.org/SpecialDistrlctFee or by check payable to the Department of Economic Opportunity.
or, Certify Eligibility for the zero Fee: By initialing each of the following items, I, the above signed registered agent, do hereby certify that to the best of my knowledge and belief, ALL of the following statements contained herein and on any attachments hereto are true, correct, complete, and made in good faith as of this date. I understand that any information I give may be verified.
     	This special district and its Certified Public Accountant determined the special district is not a component unit ot a local general-purpose government.
     	This special district is in compliance with the reporting requirements of the Department of Financial Services.
     	This special district reported $3,000 or less in annual revenues to the Department of Financial Services on its Fiscal Year 2016/2017 Annual Financial Report (if created since then, attach an Income statement verifying $3,000 or less in revenues).
Department Use Only: Approved:     Denied: 	Reason:, 	_
STEP 3: Make a copy of this form for your records.
STEP 4: Mail this form and payment (if paying by check) to the Department of Economic Opportunity, Bureau of Budget Management, i07 E. Madison Street, MSC 120, Tallahassee, FL 32399-4124. Direct any questions to (850) 717-8430.	

 	 	

Amelia Concourse Community Development District c/o Governmental Management Services
475 West Town Place, Suite 114 St. Augustine, FL 32092

Amelia Concourse Community Development District
276
08/27/2018

Kristina Rudez

lnvoice#7515

i11ank You

Please detach and return with  payment
x-----------------------------------
Customer: Amelia Concourse Community Development District

7515	10/01/2018	Renew policy

Policy #100118539 10/01/2018-10/01/2019
Florida Insurance Alliance GL,HNO,PROP - Renew policy Due Date: 9/26/2018

23,548.00

Thank You

FOR PAYMENTS SENT OVERNIGHT:
Egis Insurance Advisors LLC, Fifth Third Wholesale Lockbox, LocJ<box #234021, 4900 W 95th st Oak/awn, IL 60453

Remit Payment To: Egis Insurance Advisors, LLC
Lockbox 234021 PO Box 84021
Chicago, IL 60689-4002

(321)320-7665

cbitner@egisadvisors. com

Invoice Number
6-353-55567

Invoice Date
 	Oct 30 2018 

Account Number

Page
1 of 2

Billing Address:
AMELIA CONCOURSE CDD 475 WTOWN Pl STE 114
SAINT AUGUSTINE Fl 32092-3649

Invoice Summary
FedEx Express Services
Total Charges

USO

Shipping Address: AMELIA CONCOURSE COD 475WTOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649

$28.18

Invoice Questions?
Contact FedEx Revenue Services
Phone:	800.622.1147
M-F7 AM to 8 PM CST Sa 7 AM to 6 PM CST
Internet:	fedex.com

TOTAL THIS INVOICE
Other discounts may apply.

USO

$28.18	/.3J,613·l-f'}._
I

·:
BY=-- --

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Your FedEx invoice has been enhanced to provide you additional details and make it easier to read. For more information regarding the changes, please go to fedex.com/invoiceupdates. It you have any questions, please contact the FedEx Revenue Services Department at 1.800.622.1147. Thank you for using Fed Ex. - FedEx Revenue Services Department. If you need to request a billing adjustment for any reason, please go to fedex.com/billingadjustment

nVOICe  Um er	nVOIC8  mount	CCOUDf Um er

·-·········----·--------------······ ---.-... -----------··-·-- 	Detailed_descriptions_ of _sureharges_can be located at_fedex.com.  	
 	
To ensure proper credit, please return	I	•	N	b	I	•	A	A	N	b
thisportionwithyourpaymenttofedEx.
Pleasedonotslllpleorfold.	6-353-55567	USO $28.18
Please make check payable to FedEx.	 	
Remittance Advice	Your payment is due by Nov 14 2018

6 353555672□□□□□ 281838	5□8 □6608 4□□□□□□□□ 000 □□□ 02818	3□

003 345 3 01 AB 0.405 **AUTO T101302 32092-364939 -C01-P33486-11
11III111111111111111111111I111111111111I11111I1 1  1I11111111111111•
AMELIA CONCOURSE COD	••	•_
475 W TOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649

MI n 11•11(II 11111•111111111111111111hll111111I111I"  1111•1  II I  I
FedEx
P.O. Box 660481 DALLAS TX 75266-0481

IIIII IIII Ill IlIl IIII  II1111111111111111
60021020015486	1302-01.(J()-0033453-0001-0056606

FIRST COAST CONTRACT MAINTENANCE SERVICES, LLC
3821 Miruelo Cir N Jacksonville, FL 32217 US (904} 537 9034
service@firstcoastcms.com

BILL TO
Amelia Concourse c/o GMS, LLC
Attn - Dave deNagy
475 W. Town Place - Suite 114

DATE
i 1/01/2018

-_ PUE DATE
11/21/2018 _ -

www.firstcoastcms.com

St. Augustine, FL 32092

P.O.NUMBER
Purchases

""'"""""'"'""''""'"""""""'"''

Invoice 4041

SALES REP
Tony Shiver

rr ,
.
First Coast

CMS

DATE	ACTIVITY	QTY	RATE	AMOUNT	
10/12/2018	Vak Pak - chemical feeding tubes for pool andR (l	121.23
filter repair parts	··	
10/13/2018	LOWES - Chemicals to drop free chlorine C	16.03	
10/13/2018	PINCH A PENNY - Chemicals to drop free?(,,,	21.39	

10/14/2018	chlorine
PINCH A PENNY - Chemicals to drop free ? C,,	32.08	
	chlorine	
10/15/2018	PINCHAPENNY  - Chemicals to drop free '?, (, 	47.06	
	chlorine	
10/18/2018	PINCH A PENNY - Chemicals to drop freefG	40.75	
	chlorine	
10/19/2018	PINCH A PENNY - pool chemicals, scrub pads(-< Rs	47.20
for tiles, and pole hanger for life rings	·	
10/19/2018	VAK PAK BUILDER - Chemicals to drop free Q,(J..	167.29	
	chlorine, pool net, test kit for pool	
10/23/2018	THE HOME DEPOT - materials to install blindr<-R	73.24	
	child sign	
11/01/2018	Wilmar - Spray jug for pool tiles AR.	17.09	
11/01/2018	Wilmar - Hand pump for chlorine R.R.	32.07	

TOTAL DUE	$6i5.43

THANK YOU.

Wilmar

A Home Depot Company

POBOX2317
Jacksonville FL 32203-2317

!Pl-mail payments to the remit addniss at the bottom of this bill

INVOICE
Page 1 of 1
INVOICE DATE	10/12/2018	
INVOICE NUMBER	458532470	
ACCOUNT NUMBER	918852	
ORDER NO.	20285914	
FOR-INQUIRIES CALL:	(800) 345-3000
FAX:	{800) 220-3291
www.wilmar.com
cuslomeroare@wilmar.oom

SOLD TO:

FIRST COAST CONTRACT MAINT SVC 3821 MIRUELO CIR N
JACKSONVILLE Fl 32217-3649

SHIPPED TO:
FIRST COAST CONTRACT MAINT SVC ASK FOR ADDRESS
JACKSONVILLE FL 32217

ORDER NO.	I CONTROl. NO. I	CUSTOMER P.O.	I	SHIPPEDvtA	I	TERMS	ICASH DISCOUNT AMT	
20285914	I	I	AC	I	THDPU-902	I	1%10 DAYS, NET 30	I	0.30	
LN  I	ITEMNO.	ICATI	DESCRIPTION		I ORDER I SHIP   I	B/0	IUOMI UST  PRICE I PRICE  I	EXT.AMT.	jTAX!CODE	
THE HO IN-STORE PURCHASE			
Trans Type: Sale			
Store#: 6921 Date: 10112/18			
Register#: 005 Trans#; 0654			
Cardholder. DAN WALKER			
Card Nickname: NASSAU COUNTY STAFF			
Card#: XXXX-XXXX-XXXX-3656			
1	HD403611	5 3' HAND PUMP W/ 6' HOSE		1	1	0	EA	29,97	29.97 T	
Receipt SKU: 811000091369			
PRODUCT CATEGORY TOTALS (INCLUDES APPLICABLE SALES TAX)			
5-Tools and Equipment	32.07			
..			
NET MERCHANDISE TOTAL	I	TAXTOTAL		I	SPECIAL CHARGES	I	INVOICE TOTAL	
29.97	I	2.10		I	0.00	I	32.07	
TERMS AND CONDITIONS FROM CURRENT CATALOG & ONLINE APPLY. CLAIMS FOR SHORTAGES OR DAMAGED GOODS MUST BE MADE IMMEDIATELY UPON RECEIPT OF SHIPMENT IN ACCORDANCE WITH CURRENT RETURN GOODS POLICY. NO RETURNS ACCEPTED WITHOUT PRIOR AUTHORIZATION.
RETAIN THIS PORTION OF THE INVOICE FOR YOUR RECORDS

More saving. More doing.

1750 US 1 SOUTH
ST AUGUSTINE, FL 32084 (904)824-3657

6334	00058	11732
SELF CHECK OUT

10/15/18	10:13 AM

037000966104 CHARESS24GR <A>	10.97
CHARMIN ESSENTIALS SFT 24 GIANT
NLP Savings	$2.00
030400219368 PAPERTOWELS <A>	6.97
SPARKLE 6 BIG ROLL PAPER TOWELS 2PLY

SUBTOTAL		17.94	
SALES TAX		1.17	
TOTAL		$19 .11	
XXXXXXXXXXXX4230 PROPURCHASE		19.11	
AUTH CODE 8XOA01/0580456
P.0.#/JOB NAME: ANASTASIA BY	
SEA	TA	

I	II

111111111111111111III IllIII
6334 58 11732 10/15/2018 4151
RETURN POLICY DEFINITIONS
POLICY ID	DAYS	POLICY EXPIRES ON
A	1	90	01/13/2019
***************************************
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kV/

More saving.. More doing.
463785 STATE ROAD 200
YUL.EE, FL 32097 (904)225-2940
6921 00005 49618	10/23/18 10:15 AM
CASHIER BRITNEY
040933070541 4X4X8PTPST <A>	34.97
4X4-8FT P1 PINE VNYL-CTD POST W/CAP.
049206633858 PHDIGGER <A>	.	,,29 -9 7
AMES POST HOLE DIGGER W/DEPTH GAUG
764661103608 60LB.SAKRETE <A>	3.50
60LB SAKRETE CONCRETE MIX

PINCH•A•PENNT
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The Perfect People For A Perfect Pool

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Pinch A Penny 174 464006 State Road 200
Vulee, FL 32097
Phone:	904w321-4133
a	es	ec:ei	t

SUBTOTAL SALES TAX TOTAL
XXXXXXXXXXXX8703 DEBIT
AUTH CODE 861344

68.44
4.80
$73.24
USO$ 73.24

Transaction#:
Account ff:
Date:	10/18/2018 Cashier:		ffelody

248909
9045379034
Tlme: 11:40:21 AH
Re91star #;	1

AID A0000000980840	553204445424954

BILL TO:	Tony Shiver

I	I

I IIIIIUl\mllllllll\11111\ltllIl
6921 05 49618 10/23/2018 9500
-- -----....BELURN POLICY DEFINITIONS
POl ICY ·10-··-. DAYS	POLICY- EXPIRES ON-
A	-	1	90	01/21/2019
***************************************
DID	WE	NAIL IT?
Take a short survey tor a ch?nce TO WIN
_	A $5,000 HOME DEPOT GIFf CARD
Opine en espano1
www.homedepot.com/survev
User IO: \-188 106446 99530

Item

11220100
02120707
00000018

Descr1ption
SCRUB PAO NEDIUH
3@ $6.99
Vac Hose Hanger
GAL SOOIUH HVPOCHLORITE
3 JUG@ $5.05

Sub Total
Scths Tax
Tota·,
SlOE TERMINAL Tandared
Change Due

A1ount
$20.97
$7.99
$15.15

-- ...---=-:;;-:-....---
$44.11
$3.09
$47.20
$47.20
$0.00

PASSWORD: 18523 99525
Entries must be completed within 1.4 days of purchase. Entrants must be 18 or older to enter. See complete rules on website. No purchase necessary.

7 TO 60 - FIi£ 2.5 6AL COUPONJ
1111111 111lr IJiillllllllfflllll1111111II 11111111
w9045379034*

Thank you for shopping Pinch A Penny 174
We hope you'11 come back soon!

--	--	--·	----- --- ------

VAK PAK BUILDERS SUPPLY, INC.

P.O, BOX 17547
JACKSONVILLE FL 32245

INVOICE BUILDERS SUPPLY

FIRST COAST CMS
3821 MIRUELO CIR N JACKSONVILLE FL 32217

Date: Number: Due Date: Page: Terms:
s	Ship To

10/18/18
378883
10/18/18
1
COD/COMPANY CHECK

Shipped Via:
r("J,t I

JOB NAME/P O #	Our Ref#:

Salesperson		Ordered By: SB	TONY

Item Number Description

494178
JM, AFTER SHOCK (8-02)
PASOO
PIRANHA COMP. W/ REGULAR BAG
48637
TEST KIT, TT COMPLETE K2005

Shipped	Unit Price	Extended

12.0	5.0800	60.9€
2.0	25.7000	51.4(

1.0	43.9900	43.9

** Thank You For Your Business **

RECEIVED BY 	_

Sub-Total:
Tax Total Paid VISA
Net Due

156.3
10.9
167.2
-167.2

0.(

Ownership of materials listed on this invoice shall be vested in Vak Pak Builders Supply, Inc.
(the "Seller") until invoice is fully paid.	If legal expenses are incurred in
collecting this invoice, purchaser agrees to reimburse Seller in full for all
expenses.	Collection will be made in Duval County, Florida.		Past due invoices subject to 1.5% monthly service charge.		Cancellation and returns subject to 20% cancellation / restocking fee.	Cancellations and returns require prior written
authorization from Seller.

PINCH•A•PENNY POOL•PATIO•SPA	®

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mo

Pinch A Penny 038
AIA South
St. Augustine. fl 32080
Phone:	904-471-6294
a	jfi'IrmA ;NWA I •I
309905

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PINCM•A•PENNY
POOL·PATIO•SPA	@

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The Perfect People for A Perfect Pool Like Us on Facebook For Our Special Offers!

Pinch A Penny 222 2777 University Blvd. Hest
Suite 36
J ckeonvllle, fl 32217
Phone:	904-443-9038
Sa	es	Recei	"t

Transaction I:
Account ij:
Oate:	10/17/2018
Cashl er:	JOHK GAL10l0

FIRST COAST CMS LLC.
T\me: 2:45:06 PK
Register :	10

Transaction M: Account K:

38093
9045379034
Time: 3:26:15 PH

BILL TO:

first Coast CMS LLC. First Coast CMSL

ReiR:lOQ43QTB3lFLK01Z116N7HTNIE41

Date:	10/14/2018
Cashier:	Wayne Hills
BILL TO:	Tony Shiver

Register 8:	1

Item	D&Scr1ption	Amount

Item

Oescrlption

Amount

00921007

STOP YELLOW 2 LB.
2 @ $21.99

$43.98

00910505	CHLORI!IE NEUTRALIZER 1

$7.99

:========= ===;

00910505	CHLORINE NEUTRALIZER 1
09922519	DPO POWDER
09922527	FAS-OPD TlTRAING REAGEN

Sub fotal
Sales Tal(
total
SIDE TERKINAL Tendered
Change Dua

$7.99
$10.99
$11.29

$38.26
$2.49
$40.75
$40.15
$0.00

Sub Total
Sales Tax
Total
VISA Tendered Change Due

111m1111m111111m11mm1 1wm1
w9045379034Y<

$43.98
$3.08
$47.06
$47.06
$0.00

ACCT:
APP NAME: AID: ARQC: ENTR\I: APPROVAL;

'l(UUY<'K:lc'i(j('I<'1(8703
VISA		A0000000031010 F24384F1129926C9
Chip
144247

Thank you for shopping Plnch A Penny 222
We hope you'll come back soon!

VERIFICATION:	Signature

Thank you for shopping
Pinch A Penny 038
we hopa you'll come back soonl

-

PINCH•A•PENNY

\ )./ .
.\

POOL•PATIO•SPA	®

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The Perfec't People For A Perfect Pool
Like Us on Facebook
For Our Special Offers!

Pinch A Penny 174 464006 Stata Road 200 Vulee, FL 32097· Phone:	904-321-4133
ffi'IC¥PIU;{#4¥iI•i 

PINCH•A•PENNY
POOL•PATIO•S.PA

®

The Perfect People For A Perfect Pool
lr  ■I	Like Us on Facebook
._.	For Our Special Offers!·

Pinch A Penny 174 464006 State Road 200
Yulee, FL 32097
Phone:	904-321-4133
Sa	es	ecei	t

Transaction *:
Account I:
Date:	10/13/2018
Cashier:	Justin

248663
9045379034
Time: 9:07:50 AM
Register K: 1

Transaction H: Account#;
Date:	10/12/2018
Cashier;	Kirk

248599
9045379034
Time: 9:32:24 AH
Register D:	1

BILL TO:

Ite111

Tony Shiver

Description

Amount

BILL TO:	Tony Shiver

Item	Oescrtption	Amount

= == === ====== ==== ===-=- --== ------------------

-------------------- -------------=== = ====== == -

00910505
00921007

CHLORINE NEUTRALIZER 1
STOP VELLOW 2 LB.

$9.99
$19.99

00921007	STOP YELLOW 2 LB.	$19.99
---===========

·-----------.--·-
Sub Total	$29.98
$alas Tax	$2.10
Total	$32.08

Sub Total
Sales Tax
Total
SIDE TERMINAL Tendered

$19.99
$1. 40
$21. 39
$21. 39

SlOE TERMINAL Tandared
Change Due

\111111111\l lllllllll\11111mil11\11111\ lllllllllll\11\
1.'9045379034:tc

Thank you for shopp1ng Pinch A Penny 174
We hope you'll cone back soon!

$32.08
so.on

Change Due

I IIIIIIIIIIIIIIIIIIIIIIllII ll IIIlllllll11111111111111111
irc9045379034*

Thank you for shopping Pinch A Penny 174
We hope you'll coma back soon!

$0.00

OWE

LOWE'S HOME CENTERS, LLC
474283 EAST SR 200
FERNANDINA BEACH, fl 32034 (904) 277 5000
- SALE -
SALESI: S1647JC1 939917	TAANSI: 22435673 10-13-18
923217 2 LB YELLOW GONE	14.98
SUBTOTAL:	14.98
TAX:	1.05
INUO!CE 22740 TOTAL:	16,03
VlSA:	16.03

UISA:XXXXXXXXXXXX8703 AHOU l:16.03 AUTHC0:085922 CHIP REFI0:164722044404 10/13/18 09:01:11 CUSTOMER CODE: ac
APL: VISA DEBir	TUR: 8080008000
AID: A0000000031010	TS!: 6800
STORE: 1647	TERMINAL: 22 10/13/18 09:01:34

VAK PAK BUILDERS SUPPLY, INC.

P.O. BOX 17547 JACKSONVILLE FL 32245

INVOICE BUILDERS SUPPLY

	Date:	10/12/18	
Phone Numbers:		Number:	378453	
Jacksonville:	(904) 642-2267	Due Date:	10/12/18	
Toll Free... :	(888) 682-5725	Page:	1	
Fax.........:	(904) 641-2012	Terms:	COD/COMPANY CHECK	

Sold To	Cust No	FIRCMS	Ship To
FIRST COAST CMS
3821 MIRUELO CIR N JACKSONVILLE FL 32217

Shipped Via: CPU

JOB NAME/P O #	Our Ref#:	Salesperson
TC

Ordered By: TONY

Item Number
Description	Shipped	Unit Price	Extended

82084
STENNER, TUBE #2 (2 PACK)
09670
UNION, 2" SANDED FOR SPINDLE

2.0

2.0

33.8000

22.8500

67.60

45.70

** Thank You For Your Business **

RECEIVED BY 	_

Sub-Total:	113.30
Tax	7.93
Total	121.23
Paid	121.23
AMEX
Net Due	0.00

Ownership of materials listed on this invoice shall be vested in Vak Pak Builders Supply, Inc.
(the "Seller")  until invoice is fully paid.	If legal expenses are incurred in collecting this invoice, purchaser agrees to reimburse Seller in full for all
expenses.	Collection will be made in Duval County, Florida.		Past due invoices subject to 1.5% monthly service charge.		cancellation and returns subject to 20% cancellation/ restocking fee.	cancellations and returns require prior written
authorization from Seller.

FIRST COAST CONTRACT MAINTENANCE SERVICES, LLC
3821 Miruelo Ctr N Jacksonville, FL 32217 US (904) 537 9034
service@firstcoastcms.com
www.firstcoastcms.com

BILL TO
Amelia Concourse c/o GMS, LLC
Attn - Dave deNagy
475 W. Town Place - Suite 114 St. Augustine, FL 32092
P.O. NUMBER
December Service

Invoice 4023

DATE
11/01/2018 ...

SALES REP
Tony Shiver

,r ,
.
First Coast

CMS

DUE DATE
11/21/2018 ·. ·

DATE	ACTIVITY	QTY	RATE	AMOUNT	
11/01/2018	Amelia Concourse Contract:Janitorial Service
Janitorial Services	/·32,S-72• 1.-1to	1	215.20	215.20	
11/01/2018	Amelia Concourse Contract:Pool Service	1	800.80	800.80	
	Pool cleaning service, three days a week for all three swimming pools 1<3-Z• 67l	• 1-/5 3				
11/0i /2018	Amelia Concourse Contract:Site Management	1	579.00	579.00	
11/01/2018	Amelia Concourse Contract:Staffing	1	571.00	571.00	
	Staffing Attendant for amenity center 1 day				

Amenity Center site management I •32., 57"2- • 3 l-f

t r 1_1_g week.	L  :fb ·5_12,_,_3_.,_I{ 	
4
TOTAL DUE	$2,166.00

THANK YOU.

Governmental Management ServicesJ LLC
1001 Bradford Way
Kingston, TN 37763

Bill To:	
Amelia Concourse CDD
475 West Town Place
Suite 114	 St. Augustine, FL 32092

Description

Invoice

Invoice #:  199
Invoice Date: 11/1/18 Due Date: 11/1/18
Case:

P.o. Number:

Hours/Qty	Rate	Amount

Management Fees - November 2018 /·3/•5!3·3'1 lnformatron Technology November 2018 J,31·SJ3<3SI
Dissemination Agent Services - November 2018 l- 31· S/3 • 32 l/
Office Supplies ,.3/ .513.51
Postage  /·31•513 · 'f2...	S
Copies  J. 3f•   6fJ· 111			3,750.00	3,750.00
125.00	125.00
291.67	291.67
21.55	21.55
8.63	8.63
112.65	112.65	

Total	$4,309.50	
Payments/Credits	$0.00	
Balance Due	

Martex Services

 LANDSCAPE	MANAGEMENT

INVOICE

Dave DeDenagy GMS
475 West Town Place Suite 114
St. Augustine, FL 32092

Amelia Concourse CDD Amelia Concourse CDD Fernandina Beach, FL

$711.22

r GMihi•Jli· ,1      .	Gt+ti·-,

Please detach top portion and return with your payment.

#34 - Maintenance Contract
Hardwood mulch installed
Total
Credits/Payments Applied

fl	u

Balance Due	0E c e, v en
NOV O 7 20!8

$711.22
$711.22
$711.22
$0.00
$711.22
1•32-572. · 4(,2..
11 I

BV: 	

1417 Avery Road  Fernandina Beach, FL 32034

http://www.martexlandscape.com

1109

Jacksonville Office 904-225-9425

IS YOUR HOME PROTECTED FROM TERMITES?
Termites cause billions of dollars in damage every year rarely covered by homeowner's insurance and in our area, it's not if your home will encounter termites, but when. Protect your family and home 24/7/365  with Sentricon® with Always Active from Nader's, the #1 provider of Sentricon in the world. CALL TODAY! 855-MY-NADERS.

It's not just termite control. It's Nader's Pest Raiders termite control.

PO Box 1330
Yulee, FL 32041-1330
www.naderspestraiders.com
Customer Number: 1328696	Statement Date: 10/23/18 Payment Due Upon Receipt Date	Invoice#	Description		Amount	Tax	Balance

Service Address:	85200 Amaryllis Ct, Fernandina Beach, FL 32034-9716		
10/16/18	32628469	Fire Ant Service	$75.00	$0.00	$75.00	

1•32.·53lf -115513
'&L

R

E C	E IV
OCT 3 1 2018
av.. 	

Current: $75.00	Past Due:  $0.00	Total Amount Due: $75.00

 	':Keep t_!l _!:>e	r!i o!_Your Re	- :t_u! - m	Pol"OO!'_    .!: : -	_

Please check lnvoice(s) paid below.	
□
□
□
□
□
□	Invoice#
32628469	Amount
$75.00	□
□
□
□
□
□	Invoice#	Amount	
If you are paying by credit card, please see reverse side.	

GA22349F

liffi

PO Box 1330 • Yulee, FL 32041-1330
Temp-Return Service Requested

You can pay your bill online at www.naderspestraiders.com

*******"AUTO**ALL FORAADC 320
1111111111I1  111I11111•1111111111111111111hth1111111•1•1111tiI   h
AMELIA CONCOURSE AMENITIES CENTER	4 TONY SHIVER		551
475 W TOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649

Please make checks payable and remit to:
NADER'S PEST RAIDERS PO BOX 1330
YULEE FL 32041-1330
ul1 l•l11•d•l11lii ll1l ll1l1 lllilll 1 l1ld1l11'l 1•l•1J• •1•all1tlll

Statement Date: 10/23/18 Customer Number: 1328696

Balance Forward: $0.00
Amount 	_

Amount Due: $75.00
Check# 	_

u ({	Invoice	Date	
11/1/2018	
'? \ ;: .--
.·.,._.::._y:- ·-.		Invoice#	131295582068	

-·,1s

Terms	Net20	
Due Date-	11/21/2018	
PO#		
Customer#	13AME150	

1707 Townhurst Dr.
Houston TX 77043
(800) 858-POOL (7665)
www.poolsure.com

Bill To	ShipTo	
First Coast CMS, LLC Amelia Concourse
3821 Miruelo Circle North Jacksonville FL 32217	Amelia Concourse 85200 Amayllis Court
Fernandina  Beach FL 32034	/. 32.· 572 ·'15'1
8Lj	
Item ID	Description	Qty	Units	Amount	
WM-CHEM-BASE	Water Management Seasonal Billing Rate

;m@mmw D
W.!Ji)	!; ij
BY: 1HHt1110G...,Q-b&&t161!1eo111--£'&i:,ci,oc	1	ea	600.00	

::;eason t:1111mg ::;cneouie:
Summer - April through September monthly service Winter - October through March monthly service

Total Amount Due

600.00
$600.00

Remittance Slip
Customer

13AME150

Amount Due

$600.00

Invoice#

131295582068

Amount Paid	 	
Make Checks Payable To
Poolsure
PO Box55372
Houston, TX 77255-5372

1111111111111111I  II Ill II  Ill

•

9l§,e & Risk Advisors

Amelia Concourse Community Development District clo Governmental Management Services
475 West Town Place, Suite 114 St. Augustine, FL 32092

Amelia Concourse Community Development District
276

lnvorce#7515

Thank You

Please detach and return  with payment
}<-------------------------------------

Customer: Amelia Concourse Community Development District

7515	

10/01/2018	

Renew policy	
Policy #100118539 10/01/2018-10/01/2019
Florida Insurance Alliance GL,HNO,PROP - Renew policy
Due Date:  9/26/2018	), 1•513• 1..1.5
31. \	

23,548.00	

$	23,548.00	
	Thank You	
FOR PAYMENTS SENT OVERNIGHT:
Egis Insurance Advisors LLC, Fifth Third Wholesale Lackbox, Lockbox #234021, 4900 W 95th St Oak/awn, IL 60453		

Remit Payment To: Egis Insurance Advisors, LLC Lockbox 234021 PO Box 84021
Chicago, IL 60689-4002

(321)320-7665

cbitner@.egisadvisors.com

 	
Invoice Number
 	6-359-80907	

Invoice Date
 	Nov06 2018 

Account Number

Page 1 of 2

Billing Address:
AMELIA CONCOURSE COD
475 W TOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649

Invoice Summary FedEx Express Services Total Charges
TOTAL THIS INVOICE

USO
USD

Shipping Address: AMELIA CONCOURSE COD 475 W TOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649

$24.80
$24.80

Invoice Questions?
Contact FedEx Revenue Services
Phone:	800.622.1147
M-F7 AM to 8 PM CST Sa 7 AM to 6 PM CST
Internet:	fedex.com

/·31•.5 (3· '11-
1

Other discounts may apply.

BY: 	

•:enu

FedEx News!	-	..·---..- .
Your FedEx invoice has been enhanced to provide you additional details and make it easier to read. For more information regarding the changes, please go to fedex.com/invoiceupdates. If you have any questions, please contact the FedEx Revenue Services Department at 1.800.622.1147. Thank you for using FedEx. - FedEx Revenue Services Department. If you need to request a billing adjustment for any reason, please go to fedex.com/billingadjustment.

---------------······--····	...     ···-·····-····-·······	---·-······.....----	·--··-------...

Detailed descriptions of surcharges can be located at fedex.com	.................................................................

Invoice Number "	Invoice Amount \	Account Number	
6-359-80907	I	us□ $24.80	I		

To ensure proper credit, please return this portion with your payment to FedEx. Please do not staple or fold.
Please make check pay.,ble to FedEx.
Remittance Advice	Your payment is due by Nov 21. 2018

6 3598090730□□□□2 480285□8 □66084	□□□□□□□□□□□□□□□  248 □2 □

Q Q 3 7 94 1 01 AB 0.405 "'AUTO T2 0 1309 32092-364939 ·C□l · P37978·11
I  •I11 111111 11111111I11111111 111111  1 111  1 M1•1111111'11•1111ll•tll
AMELIA CONCOURSE CDD 475WTDWN PLSTE114
SAINT AUGUSTINE FL 32092-3649

1•111•1•lllll  111   11l1  11111111 •1111 11111      l1111111 1ll1ll11   1 lll 11••• 1I
FedEx
P.O. Box 660481 DALLAS TX 75266-0481

IIIIIIIIIII IIIIIIIIIIIIIIIII IllIIIIIIII
60003000017898	1309.01-00-0037941-0001-006na4

tlhe Jlorida ijimes-!lnion
jacksonville.com

7

Questions on this invoice call:
(866) 470-7133 Option 2

START STOP	11!)    NEWSPAPER	l!!I  BILLED    l!!I TIMES   l!!I	1!.21
REFERENCE	DESCRIPTION	PRODUCT	SAU SIZE	UNITS	RUN	RATE	
AMOUNT	
09/30	Balance Forward

PREVIOUS AMOUNT OWED:	$535.76
NEW CHARGES THIS PERIOD:	$0.00
CASH THIS PERIOD:	$0.00
DEBIT ADJUSTMENTS THIS PERIOD:	$0.00
CREDIT ADJUSTMENTS THIS PERIOD:	$0.00
We appreciate your business.
So that we may serve you better, please remit the amount due. New business is dependent on prompt payments. Please include the remittance stub and input your account number on your check. Thank you.

J·31·513·'1a'
Lj
; • ;
BY:, 		_	$535.76	

INVOICE AND STATEMENT OF ACCOUNT	AGING OF PAST DUE ACCOUNTS	• UNAPPUEO AMOUNTS ARE INCLUDED IN TOTALAIIOUNT DUE
21 I	CURRENT NET AMOUNT	221	30DAYS	60DAYS	OVER90DAYS	UNAPPI.IED AMOUNT	,. I	TOTAL AMOUNT DUE	
$0.00	$535.76	$0.00	$0.00	$0.00	$535.76	
SALES REP/PHONE#	201			ADVERTISER lliFORMATION			
Sharon Walker 904-359-4170	,1	BILLING PERIOD	I• I	BILLED ACCOUNT NUMBER	1,1 ADVERTISE!IICUENT NUYIIER	I 2 I	ADVERTIS NT NAlo!E	
		10/01/2018 -11/04/2018 I	36736	I	36736	I	AMELIA CONCOURSE CDD	

MAKE CHECKS PAYABLE TO

The Florida Times Union

The Florida Times Union Dept 1261 PO Box 121261
Dallas, TX 75312-1261

Payment is due upon receipt.

PLEASE DETACH AND RETURN LOWER PORTION WITH YOUR REMITTANCE

	'I	BILLING PERIOD	z I	ADVERTISER/CLIENTNAME	
	10/01/2018 - 11/04/2018	AMELIA CONCOURSE CDD	
COMPANY	..1	TOTALAMOUNT DUE	UNAPPLIED AIII	UNT	I, I	TERMS Of PAYMENT	
JV5	$535.76	$0.00	I	NET 15 DAYS	
211	CURRENTN'ETAMOUNT	1221		30DAYS	I	60DAYS	I	OVER SO DAYS	
	$0.00	I		$535.76	I	$0.00	I	$0.00	
I	PAGE# I• I BILLING DATE	I• I	BILLED ACCOUNT NUIIIBER	I• I	ADVERT ERICLENTNUMBER   I	STATl:MENT NUMBER	
	I	11/04/2018	I	36736	I	36736	I	

<the Jlorida [in1es- nion
jacksonville.com
The Florida Times Union 1261 PO Box 121261
Dallas, TX 75312-1261
ADVERTISING INVOICE and STATEMENT

BILLING ACCOUNT NAME.AN!) ADDRESS	RE.MITTANCE ADDRESS

AMELIA CONCOURSE CDD 475 W TOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649
111111    h111II  iiII111  Ill11111ti1I II' 1111111 111111111111I•11I111 1

The Florida Times Union
Dept 1261
PO Box 121261
Dallas, TX 75312-1261

THE FLORIDA TIMES-UNION

Jacksonville, FL Affidavit of Publication

Florida Times-Union	
AMELIA CONCOURSE CDD
475 WEST TOWN PLACE STE 114 SAINT AUGUSTINE, FL 32092

ACCT: 36736
AD# 0003087900-01

State of Florida County of Duval

Before the undersigned authority personally appeared Sharon Walker who on oath says he/she is a Legal Adve1tising Representative of The Florida Times-Union, a daily newspaper published in Jacksonville in Duval County, Florida; that the attached copy of advertisement is a legal ad published in The Florida Times-Union. Affiant further says that The Florida Times-Union is a newspaper published in Jacksonville, in Duval County, Florida, and that the newspaper has heretofore been continuously published in Duval County, Florida each day, has been entered as second class mail matter at the post office in Jacksonville, in Duval County, Florida for a period of one year preceding the first publication of the attached copy of advertisement; and affiant further says the he/she has neither paid nor promised any person, firm or corporation any discount, rebate, commission, or refund for the pur!J'ose of securing this advertisement for publication in said newspaper.

PUBLISHED ON: 09/12/2018

FILEDDN: 09/12/2018

Name: Sharon Walker Title: Legal Advertising Representative

:::::7J;;	

In testimony whereof, I have hereunto set my hand and affixed my

NoHce of Meetings
AmeIla  Concourse
Community Development District

: The Board of Supervisors of the Amelia Concourse Community Develop­
: ment District will hold their regular meetings far Fiscal Year 2018-21119 at
: 11:DD a.m. at the Amelio Concourse Amenity Center, 852llO Amarvms Court,
Fernandina Beach, Florido 32034 on the third Tuesday of each month listed [•unless notated ofherWise} as ibllQws:
November '11, 2018 !*fourth Tuesday n Landowners
Election & Regular BOS Meeting) February 19, 2019
Mov21,2019
August 20, 2019
:  The meetings are open to the public and will be conducted in accordance
: with the lll'Ovlsion of Florida Low far Communitv Development Districts.
: The meetlruis mav be continued to a date, time, and place to be specified on
:  the record at the meeting.  A copy of the agenda for these meetings  mov  be
: obtained from Governmental Management Services, LLC, 475 West Town
: Place, Suite 114, St. Augustine, Florida 32092 or by calling {904) 940-5850.
:  Pursuant to provisions of the Americons with Disabilities Act, onv person
:     requiring special accommodations at this meeting because of a dlsabilitv or
: phvslcal impairment should contact the District Office at (904} 9.40-5850 at
:      least 48 hours  prior to the meeting.  If you are hearing  or speech impaired,
: please contact the Florida Relav Service bV dialing 7·1·1, or l·B0o.955-Bm
: (TTY} /1-II00-955-8770 (Voice}, for aid In contacting the District Office.
: A person wtio decides to QPpeal anv decision made at the meeting with re­
:  spect to anv matter considered  at the meeting  ls advised that person will
: need a record of the proceedln95 and that accordlngly, the person mav need
:  to ensure !hot a verbatim  record of  the proceedings  is made, Including the
: testimony and evidence upon which such appegl is to be bosed.
: David deNagy
: District Manager

.,,,t::• ::,,,, CHRISTINE ANNE BAl<ER

t

?  • '	Commission II FF 22320:l

..,.,1,,::, ,'t:,/,\ ;-$--1

;} My Commission Expi1U9

April 2 2, 20 l 9

Martex Services

 LANO CA.PE	MANAGEMENT

INVOICE

Dave DeDenagy
GMS
475 West Town Place Suite 114
St. Augustine, FL 32092

Amelia Concourse CDD Amelia Concourse CDD Fernandina Beach, FL

(:llmM lwEM	llNIT PRICE	EXT PRICE	L.INE TOTAL
#34 - Maintenance Contract November 2018	$1,042.00

Total
Credits/Payments Applied
Balance Due	}·32 ,G72 .Lf(,
lf I

$1,042.00

z.

$0.00
$1,042.00

1417 Avery Road Fernandina Beach, FL 32034

http:/Jwww.martexlandscape.com

Martex Services

INVOICE

LANDSCAPE	MANAGEMENT

Dave DeDenagy
GMS
475 West Town Place Suite 114
St. Augustine, Fl 32092

Amelia Concourse CDD Amelia Concourse CDD Fernandina Beach, FL

0

;t, ]I ",,:l!DE	,::,',,',f_,;,,:,:,, ,"'	0  :	,:';:,:  ,'   -, ",	>  ',	: IJNIT[RRtGE	EXTPRIGE	ilNEll'tlll'.Alill

J &';Tu, "-';:" J";,,, '!fi-

_  '""',"OW'c   a,    cc   -       "'    "'    "'    s,l'ic!:	2      -=°"c'"            eco-_"    _         _             =	  ::.       -    "-7,   _	   :;-:_,	       - =

   ._:::_ c;_.:::;:....::::::....,_	; -

$1,129.37

#3370 - Entry Island Entry Island
Replace weak sod in entry island with Asiatic jasmine

J.3z_. S?l• L-J<.oZ-
'-1 I

Landscape Work

#3371 - loropetalum Replacement at Entry loropetalum Replacement at Entry

Replace weak loropetalum with dwarf camellias

Landscape Work

Total
Credits/Payments Applied Balance Due

OECEIVE.··

n	:n

u

NOV H 2018
BY.·-	....................,_........	..

$1,129.37
$646.81

$646.81
$1,776.18
$0.00
$1,776.18

1417 Avery Road Fernandina Beach, FL 32034
http://www.martexlandscape.com

2100 NW 33rd Street	Pompano Beach, FL 33069
1-800-432--4302 - Fax (954) 977-7877

Invoice

INVOICE DATE: 12/1/2018
INVOICE NUMBER: 0000429833
CUSTOMER NUMBER: 0070160
PO NUMBER: PAYMENT TERMS: Net 30

Amelia Concourse CDD
C/0 Governmental Mgmt Services 475 W. Town Place #114
St Augustine, FL 32092

1	Monthly Lake and Wetland Services - December

265.00	265.00

SALES TAX: (0.0%)	$0.00	
LESS PAYMENT:	$0.00	
TOTAL DUE:	$265.00	

A 1.5% FINANCE CHARGE IS ADDED TO BALANCES 31 OR MORE DAYS PAST DUE

PLEASE RETURN THIS PORTION WITH PAYMENT.
MAKE CHECKS PAYABLE TO: Aquatic Systems, Inc.
□	Address Changes (Note on Back of this Slip)
*Please include contact name and phone number*

Aquatic Systems, Inc. 2100 NW 33rd Street
Pompano Beach, FL 33069

DATE:	12/1/2018	
INVOICE NUMBER:	0000429833	
CUSTOMER NUMBER:	0070160	
TOTAL AMOUNT DUE:	$265.00	
(  AMOUNTPAID:	)

THANK YOU FOR YOUR BUSINESS/

 	Invoice Number	Invoice Date	

Acr.nunt Number

 	6-381-85518		 	Nov 27, 2018 

 	Page 
t of 2

Billing Address:
AMELIA CONCOURSE COO 475 W TOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649

Invoice Summary FedEx Express Services Total Charges
TOTAL THIS INVOICE

USO
USO

Shipping Address: AMELIA CONCOURSE COD 475WTOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649

$27.79
$27.79

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------------------------··-···············--------------------······P.!}.  d_des  ip!\9. ...CJ.f._ _urcharg ...    -- -	 !9cate.. !.f .  £Q_i:D ..................--.----------............-.-- 	·.

Invoice Number	Invoice Amount '-1	Account Number '\	
6-381-85518	USO $27.79	I	_J	

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this portion with your payment to fedEx.
Please da not staple or fold.
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Remittance Advice	Your payment is due by Dec 12, 2018

63818 55185000002779785080660840□□000000000000277970

00 2 26 2 4 01 AB 0.405 "AUTO T601330 32092-364939 ·C01-P22646-11
I•h'I  h11,In111111 IMll111ll 11llpli111M1111111111,111111111
AMELIA CONCOURSE COO 475WTOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649

1111.-111,1,1 1, 11111,11,111111111.. 11111111.,, 11111111111111I1111
FedEx
P.O. Box 660481 DALLAS TX 75266-0481

111111111111111111111111111111111111111
60018300016135	133().Q!.Q0.0022624--0001--0040585

Invoice Number	Invoice Date	Account Number	Page
 	6-381-85518		 	Nov 27, 2018	2 of2

--

Fuel Surcharge• FedEx has applied a fuel surcharge of7.75% to this shipment·

Recipient	-

Distance Based Pricing, Zone 2

Automation	INET
Tracking I□	773774142564
Service Type	FedEx Standard Overnight
Package Type	FedEx Pak
Zone	02
Packages	1
Rated Weight	1.0 lbs, 0.5 kgs
Delivered	Nov 21, 201B 12:36

Sender
Shelby Stephens 475WestTown Place
SAINT AUGUSTINE FL 32092 US

Nick Powell

-

Dream Finders Homes
14701 PHILIPS HWY
JACKSONVILLE FL 32256 US

Svc Area	A1	Transportation Charge                                                                                                                         25.79  _	 Signed by	S.ADAMS	Fu_el...,..S-ccur-"-ch;.;_a""'rg,_e 	,,..	'2.0_0-		

-Fed-Ex-Us-e

---O_OO.OOOcOO.O/J2-83/-=-----To-tal-Ch-arg=e  --------------------U-SD----.c...$.27.-79-	

Total FedEx Express	USD	$27.79

--------------------------.T.hi.rd:Pa.rt.y S.u-bt-ota-l ----US-D-------$=27-.7-9 -- -
-=:

-	-	-             •   ■■r   --  --  ---   -------••         M ■■■     rr    ■r   -rr   -------•-•-	■   n  ■■    -	-	-     ••H   ■  &    ■ T■  o ■■r   ■-    -   -   -  -   -   -   -   -   •   •   •   •   •   •   •  •   •   •   •   ••        -    -   -   -   -   -   -  -    -   -   -   •  •   •   •   •  •   •  •   •   •  ■   -	-	-	 		--------··········----

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1330-01-00-0022624-0001-0040585

Martex Services

L/1.NOSCAPE	MANAGEMENT

INVOICE

Dave DeDenagy
GMS
475 West Town Place Suite 114
St. Augustine, FL 32092

PROBERT¥

Amelia Concourse CDD Amelia Concourse COD Fernandina Beach, FL

$1,042.00

r'4"Mhii•I'\,=- ntUNa■ 

Please detach top portion and return with your payment.

Q'I'Y IT'EM	UNIT !=!RICE	EXT PRICE	LINE TOTA	
#34 • Maintenance Contract December 2018			$1,042.00	
Total			$1,042.00	
Credits/Payments Applied			$0.00	
Balance Due			$1,042.00	

1417 Avery Road Fernandina Beach, FL 32034

http://www.martexlandscape.com

557

Jacksonville Office 904-225-9425

IS YOUR HOME PROTECTED FROM TERMITES?
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It's not just termite control. It's Nader's Pest Raiders termite control.

PO Box 1330
Yulee, FL 32041-1330
www.naderspestraiders.com
Customer Number: 1328696	Statement Date: 11/27/18 Payment Due Upon Receipt Date	Invoice#	Description		Amount	Tax	Balance

Service Address:	85200 Amaryllis Ct, Fernandina Beach, FL 32034-9716		
11/20/18	32867999	Fire Ant Service	$75.00	$0.00	$75.00	

1-32.·530· 455,3
rtJ-.

Current: $75.00	Past Due: $0.00	Total Amount Due: $75.00

_    _	 	Pl	Keep the Top Portio !..<:'"_'!'.our Records --- !.U_'"!:'_ m Portic!'_ _ti] E!,	-- _

Please check lnvoice(s) paid below.	
□
□
□
□
□
□	Invoice#
32867999	Amount
$75.00	□
□
□
□
□
□	Invoice#	Amount	
If you are paying by credit card, please see reverse side.	

GA22349F

PO Box 1330 • Yulee, FL 32041-1330
Temp-Return Service Requested

You can pay your bill online at www.naderspestraiders.com

••• .. •••AUTO**ALL FOR MDC 320

-

i1• h•11•IIu• 11111iI•I11.11 11111111111,111.11111111.. 1111.111111
AMELIA CONCOURSE AMENITIES CENTER	1
K	TONY SHIVER	279
475 W TOWN PL STE 114
SAINT AUGUSTINE FL 32092-3649

Please make checks payable and remit to:
NADER'S PEST RAIDERS PO BOX 1330
YULEE FL 32041-1330
llll 1 l 1111111111•Jlnl1, ll  ll 11 •1•11H1d1111•1•111p)h11•1•• 11 )1

Statement Date: 11/27118 Customer Number: 1328696

Balance Forward: $0.00 Amount: 	_

Amount Due: $75.00
Check# 	_

Nassau County Property Appraiser

Fernandina Beach - Yulee Bryceville - Callahan - Hilliard
Fax

904-491-7300
1-888-615-4398
904-491-3629

A. Michael Hickox

St.  Cert. Res. REA RDJ941

November 21, 2018

Amelia Concourse Community Development District 475 West Town Place, Suite 114 •
St. Augustine, FL 32092 RE: Invoice $5,789 Dear Board Members:

www.nassauflpa.com

Pursuant to section 197.3632 (2), Florida Statute, I hereby submit my request for the annual payment covering the budget year 2018-2019, for services rendered by the Nassau County Property Appraiser's office to your district levying non-ad valorem assessments.

The calculated amount for 2018-2019 is 1% of the collection amount from the prior year special assessments levied by your district. Therefore, the Amelia Concourse CDD invoice amount is:

$5,789 (five thousand, seven hundred eighty-nine dollars)

Please make check payable to: Nassau County Property Appraiser

Thanking you in advance.

I· 31, 513·31Ls},
lo

Sincerely,

I..
A. Michael Hickox, CFA
Nassau County Property Appraiser

AMH!dbc

Attachment

Historic Courthouse 416 Centre Street
Fernandina Beach, Florida 32034

James S. Page Governmental Complex 96135 Nassau Place - Suite 4
Yulee, FL  32097

District
Amelia Concourse MSBU Amelia Concourse CDD Amelia National CDD Amelia Walk, CDD
Heron Isles CDD River Glen CDD SAISSA (Cap)
SAISSA (Maint)

Special
Assessments

$
$
$
$
$
$
$
$

188,402
587,192
559,009
631,359
552,769
369,801
0
782,250

Parcel Count
1618
303
368
310
818
242
0
2262

Avg Discount
3%  $
1%  $
3%  $
4%  $
3%  $
4%  $

0%
4%

$
$

Collections
182,197
578,850
539,526
604,678
533,453
355,315
0
753,370

TC Commission @2%
$3,644
$11,577
$10,791
$12,094
$10,669
$7,106
$0
$15,067

1
2
3
4
5
6
7
8

TC Commission/2017 Roll	$70,948

2017 Certified Roll Recap for 2017/2018 NonMAd Valorem billing {Nov 2018)

@1.0%PA

	Special	Parcel	Avg.
Count	Discount
1618	3%
303	1%
368	3%
310.	4%
818	
Collections	@ 2.0% TC	
District	Assessments				
Amelia Concourse MSBU	188,402				
Amelia Concourse CDD	587,192				
Amelia National COD	559,009				
Amelia Walk, CDD					
	631,359				
Heron Isles CDD	552,769				
RivetGlen··.t:ptr /\•..	369,801				
		
SAISSA (Maint)		

1
2
3
4
5
6
7
8

$	70,948

Amelia Concourse
COMMUNITY DEVELOPMENT DISTRICT

General Fund

Check Request

Date	Amount	Authorized By	

December 17, 2018	
$250.00	
Daniel Laughlin	

Payable to:	

Tony Shiver (#91)
  Date Check Needed:	Budget Category: ASAP		11-31-513-11000
Intended  Use ofF unds R.eciuested
	
End of Year Bonus	

	

(Attach surmartinfl documentation for reauest.)	

Florida Department of State
Division  of Corporations

*	L	l O O O O O 6 2 6 0 2 C 8 2 4 7 3 7 6 4 6 4 C C w

111 IIU II II II II I I	III	II	IllI I I I I I	Ill IIII I lrn11111111

Please print and return this page, along with your check or money order, to the Division of Corporations.
l"<,l,L...1...L...L.Y..U.U.,Sli.1.-"""""-Port Payment Voucher

Name of Entity: AM ELIA CONCOURSE SPE, LLC

ocument Number: Ll0000062802 acking Number: 8247376464CC

otal Amount Due: $143.75

For Office Use Only

Please make check, or money order payable to: Florida Depart ment of State
Remove the check stub, if applicable
Staple check in the top left hand comer of this voucher
Mail to: Di vision of Corporations, P.O. Bo x 6198. Tallaha ssee , FL 32314

This voucher and check must be received and processed by the Division of Corporations or postmarked by May 1, 2019 to avoid the $400 late fee.
The document is not considered filed until the voucher and payment have been received and processed  by this office.
Daytime telephone number for possible processing questions: % UCj	q,c;	411-V
** If mailing address has changed, please list below**

MAILING ADDRESS	ST	ZIPCODE

C.

AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2019 ASSESSMENT RECEIPTS SUMMARY

ASSESSED	
# UNITS ASSESSED	SERIES 2007
DEBT SERVICE ASMT	SERIES 2016
DEBT SERVICE ASMT	

FY19 O&M ASMT	

TOTAL	
AMELIA CONCOURSE SPE (1), (2)	172	(2)		123,434.08	123,434.08	
NET ASSESSED - DIRECT BILLS	172	-	-	123,434.08	123,434.08	
NET ASSESSED TAX ROLL	286	116,683.10	231,864.55	205,243.47	553,791.12	
TOTAL NET ASSESSED	458	116,683.10	231,864.55	328,677.55	677,225.20	

DUE / RECEIVED	

BALANCE DUE	SERIES 2007
DEBT SERVICE PAID	SERIES 2016
DEBT SERVICE PAID	

O&M PAID	

TOTAL PAID	
AMELIA CONCOURSE SPE (1), (2)	-	-		123,434.08	123,434.08	
TOTAL DUE / RECEIVED DIRECT BILL	-	-	-	123,434.08	123,434.08	
TAX ROLL DUE / RECEIPTS	210,477.03	72,335.85	143,740.78	127,237.46	343,314.09	
TOTAL DUE / RECEIVED	210,477.03	72,335.85	143,740.78	250,671.54	466,748.17	

SUMMARY OF TAX ROLL RECEIPTS	

NASSAU COUNTY DISTRIBUTION	DATE
RECEIVED	AMOUNT
RECEIVED	SERIES 2007
RECEIPTS	SERIES 2016
RECEIPTS	
O&M RECEIPTS	
1	11/07/18	-	-	-	-	
2	11/26/18	13,253.09	2,792.41	5,548.88	4,911.80	
3	12/07/18	277,017.36	58,367.21	115,983.27	102,666.88	
4	12/20/18	20,739.55	4,369.80	8,683.36	7,686.39	
5	01/09/18	32,304.09	6,806.43	13,525.27	11,972.39	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
			-	-	-	
TOTAL TAX ROLL RECEIPTS		343,314.09	72,335.85	143,740.78	127,237.46	

Undeveloped Land's assessments are due in installments of 50% due by 12/1, 25% due by 2/1, 25% due by 5/1.
Falls under Series 2007 Bond Debt has been accelerated due to non-payment of prior year(s) assessments

PERCENT COLLECTED TAX ROLL		61.99%	61.99%	61.99%	61.99%	
PERCENT COLLECTED DIRECT		0.00%	0.00%	100.00%	100.00%