SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NOS. 1-10

PORT ST. LUCIE REGULAR BOARD MEETING APRIL 1, 2026
10:30 A.M.

Special District Services, Inc.
The Oaks Center 2501A Burns Road
Palm Beach Gardens, FL 33410

www.southerngrovecdd1.org www.southerngrovecdd2.org www.southerngrovecdd3.org www.southerngrovecdd4.org www.southerngrovecdd5.org www.southerngrovecdd6.org www.southerngrovecdd7.org www.southerngrovecdd8.org www.southerngrovecdd9.org www.southerngrovecdd10.org

561.630.4922 Telephone 877.SDS.4922 Toll Free 561.630.4923 Facsimile

AGENDA
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO.’s 1-10
Tradition Town Hall 10799 SW Civic Lane Port St. Lucie, FL 34987 OR
Join Zoom Meeting: https://us02web.zoom.us/j/3341025011?omn=86288024901 Meeting ID: 334 102 5011
Dial In at: 1 929 436 2866 REGULAR BOARD MEETING
April 1, 2026
10:30 a.m.

Call to Order
Proof of Publication…	Page 1
Accept Resignation of Elijah Wooten (CDD No. 7,8 & 10)…	Page 2
Appointments to Board Vacancies
Administer Oath of Office and Review Board Member Duties and Responsibilities
Establish Quorum
Election of Officers
Chairman
Vice Chairman
Secretary/Treasurer
Assistant Secretaries
Additions or Deletions to Agenda
Comments from the Public Not on the Agenda
Consent Items
1.  Consider Approval of March 4, 2026 Regular Board Meeting & Public Hearing Minutes.	Page 3
Old Business
New Business
Board Approval of Evaluation Criteria and Authorization to Issue RFP for Landscaping Services…	Page 10
Consider Resolution No. 2026-24 – Setting a Public Hearing Date on the Intent to Use
Uniform Method (CDD Nos. 1,2,3,5,7,8,9 &10)…	Page 14
Consider Approval of Work Authorization 19-144.SG7.004.0326.W SG – Costco Port
St. Lucie (WA 19-144-258)…	Page 22
Consider Approval of Supplemental Engineer’s Report (CDD No. 5)…	Page 24
Consider Approval of Assessment Methodology Report (CDD No. 5)…	Page 25
Consider Resolution No. 2026-25 – Delegated Award Resolution (CDD No. 5)…	Page 26

Administrative Matters
Manager’s Report
Attorney’s Report
Engineer’s Report
Financial Report…	Page 237
Founder’s Report
Board Member Discussion Requests and Comments
Adjourn

Publication Date 2026-03-23

Subcategory Miscellaneous Notices

Notice of Regular Board Meeting of the
Southern Grove Community Development District Nos. 1-10
The Board of Supervisors (the Board) of the Southern Grove Community Development District Nos. 1-10 will hold a Regular Board Meeting on April 1, 2026, at 10:30 a.m. at Tradition Town Hall located at 10799 SW Civic Lane, Port St. Lucie, Florida 34987.
The purpose of the Regular Board Meeting is for the Board to consider any business which may properly come before it. A copy of the Agenda may be obtained from the Districts websites or at the offices of the District Manager, Special District Services, Inc., 10521 SW Village Center Drive, Suite 203, Port St. Lucie, Florida 34987 during normal business hours. The meeting is open to the public and will be conducted in accordance with the provisions of Florida law. Meetings may be continued as found necessary to a time and place specified on the record.
There may be occasions when one or more Supervisors will participate by telephone; therefore, a speaker telephone may be present at the meeting location so that Supervisors may be fully informed of the discussions taking place.
In accordance with the provisions of the Americans with Disabilities Act, any person requiring special accommodations or an interpreter to participate at this meeting should contact the District Manager at (772) 345-5119 and/or toll free at 1-877-737-4922, at least seven (7) days prior to the date of the meeting.
If any person decides to appeal any decision made with respect to any matter considered at this Regular Board Meeting, such person will need a record of the proceedings and such person may need to ensure that a verbatim record of the proceedings is made at their own expense and which record includes the testimony and evidence on which the appeal is based.
Meetings may be cancelled from time to time without advertised notice. Southern Grove Community Development District Nos. 1-10 www.southerngrovecddl.org
www.southerngrovecdd2.org www.southerngrovecdd3.org www.southerngrovecdd4.org www.southerngrovecdd5.org www.southerngrovecdd6.org www.southerngrovecdd7.org www.southerngrovecdd8.org www.southerngrovecdd9.org www.southerngrovecddlO.org
PUBLISH: St. Lucie News Tribune 03/23/26

March 5, 2026

B. Frank Sakuma, Jr. COM District Manager
Special District Services, Inc.
2501A Burns Road
Palm Beach Gardens, FL 33410 Re:	Southern Grove COD Dear Mr. Sakuma,
As you have been made aware, Elijah Wooten is no longer employed with the City of Port St. Lucie, effective March 2, 2026. At the request of the Port St. Lucie Governmental Finance Corporation Board of Directors, Mr. Wooten had been serving on Southern Grove Community Development District (COD) Board Numbers 7, 8 and 10.

Mr. Wooten's separation from the City leaves a vacancy on the respective COD Boards, of which I recommend Kristina Ciuperger, Assistant City Manager, as his replacement. Ms. Ciuperger has been with the City for nearly 10 years, and has been an integral part of our leadership team during that time. Her knowledge will prove beneficial for any items that may arise for Board consideration in the future.

Respectfully,
�  �   •8 
Jesus A. Merejo
City Manager

cc:	Kristina Ciuperger

SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO.’S 1-10
Tradition Town Hall 10799 SW Civic Lane
REGULAR BOARD MEETING & PUBLIC HEARING
March 4, 2026
10:30 a.m.

CALL TO ORDER

The Regular Board Meeting of the Southern Grove Community Development District No’s. 1-10 of March 4, 2026, was called to order at 10:30 a.m. in the Tradition Town Hall located at 10799 SW Civic Lane, Port St. Lucie, Florida 34987.

PROOF OF PUBLICATION

Proof of publication was presented that showed notice of the Regular Board Meeting had been published in the St. Lucie News Tribune on February 23, 2026, as legally required.

ESTABLISH A QUORUM

It was determined that the attendance of the following Supervisors constituted a quorum in Districts 1, 2, 3, 7, 8 and 10 and it was in order to proceed with the meeting. No quorum was established in Districts 4, 5 and 6. (Quorum in District 5 was established after Resignations/Nominations & Board Appointments.)
CDD #’s 1,2,9 (P: present, Zm:Zoom, Abs: Absent)

Jonas Read - Chair	Absent	
Bill Pittsley – Vice Chair	Present	
Bianca Magloire	Present	
Tara Toto	Present	
Tony Piscopo	Absent	

CDD # 3

Jonas Read - Chair	Absent	
Bianca Magloire	Present	
Kevin Matyjaszek	Present	
Tony Piscopo	Absent	
Jennifer Davis	Present	

CDD # 4

Kevin Matyjaszek	Present	
Jennifer Davis – Chair	Present	
Tony Piscopo	Absent	
(2) Vacant Seats (1 & 3)		

CDD # 5

Bill Pittsley – Vice Chair	Present	
Bianca Magloire	Present	
Tony Piscopo	Absent	
(2) Vacant Seats (1 & 3)		

CDD # 6

Kevin Matyjaszek	Present	
Jennifer Davis - Chair	Present	
Tony Piscopo - Vice Chair	Absent	
(2) Vacant Seats (1 & 3)		

CDD #’s 7,8,10

Kevin Matyjaszek	Present	
Jennifer Davis - Chair	Present	
Peter Crane	Present	
Stephen Okiye - Vice Chair	Present	
Elijah Wooten	Absent	

STAFF
District Manager: Frank Sakuma / Michael McElligott / Stephanie Brown District Counsel: Bennett Davenport
District Engineer: Stef Matthes

Also present was: (See attached sign-in sheet)

RESIGNATIONS/NOMINATIONS & BOARD APPOINTMENTS
Mr. Sakuma notified the Board that a resignation was received from Tony Piscopo for Southern Grove CDD No. 5/Seat 5. The Board offered no nominations to fill the vacant seat at this time.

Chandre Casey was nominated to fill the currently vacant Southern Grove CDD No. 5/Seat 1. A motion was made by Mr. Pittsley, seconded by Ms. Magloire, appointing Chandre Casey to the Southern Grove CDD Board No. 5/Seat 1 (term expiration November 2026). The motion passed 2-0.

Judith Bergollo was nominated to fill the currently vacant Southern Grove CDD No. 5/Seat 3. A motion was made by Mr. Pittsley, seconded by Ms. Magloire, appointing Judith Bergollo to the Southern Grove CDD Board No. 5/ Seat 3 (term expiration November 2026). The motion passed 2-0.

Mr. Sakuma administered the Oath of Office to Ms. Casey and Ms. Bergollo, and they were seated.

District Counsel Bennett Davenport explained to the newly sworn in Board Members that they were public officials and were subject to State Ethics Laws, Sunshine Laws, and public records requests.

Mr. Sakuma notified the Board that a resignation was received from Jonas Read for Southern Grove CDD Nos. 1/Seat 3, 2/Seat 3, and 9/Seat 5. Melissa Stevens was nominated to fill the vacant Southern Grove CDD No. 1/Seat 3, No. 2/Seat 3, and No. 9/Seat 5. A motion was made by Mr. Pittsley, seconded by Ms.

Magloire, appointing Melissa Stevens to the Southern Grove CDD No. 1/Seat 3 (term expiration November 2026), No. 2/Seat 3 (term expiration November 2026), and No. 9/Seat 5 (term expiration November 2027). The motion passed 3-0.

Mr. Sakuma notified the Board that a resignation was received from Jonas Read for Southern Grove CDD No. 3. Melissa Srevens was nominated for Southern Grove CDD No. 3/Seat 4. A motion was made by Ms. Davis, seconded Ms. Magloire, appointing Melissa Stevens to Southern Grove CDD No. 3./Seat 4 (term expiration 2026). The motion passed 3-0.

Mr. Sakuma administered the Oath of Office to Ms. Stevens for all her newly appointed Boards, and she was seated.

A QUORUM was established in Southern Grove CDD No. 5, with the following Supervisors in attendance: Bianca Magloire, Bill Pittsley, Chandre Casey and Judith Bergollo.

ADDITIONS OR DELETIONS TO AGENDA

-Addition/New Business – Discussion of Tradition Trail (Supervisor Davis)

A motion was made by Southern Grove CDD No. 1, Mr. Pittsley, seconded by Ms. Magloire, adopting the additional agenda item, as amended. The motion passed 4-0.

COMMENTS FROM THE PUBLIC FOR DISTRICT ITEMS NOT ON THE AGENDA
There were no comments from the public.
A motion was made by Southern Grove CDD No. 1, Mr. Pittsley, seconded by Ms. Magloire, recessing the Regular Board Meeting and opening the Public Hearing to Adopt the Revised Rules of Procedure. The motion passed 4-0.

PUBLIC HEARING – ADOPTING REVISED RULES OF PROCEDURE (CDD Nos. 1-10)
Proof of Publication
Proof of publication was presented that showed notice of the Public Hearing Adopting Revised Rules of Procedure had been published in the St. Lucie News Tribune on 1/26/2026 & 2/2/2026.
Receive Public Comments on Revised Rules of Procedure
There were no comments from the public.

A motion was made by Southern Grove CDD No. 1, Mr. Pittsley, seconded by Ms. Magloire, to close the Public Hearing and resume the Regular Board Meeting. The motion passed 4-0.

Consider Resolution No. 2026-19 – Adopting Rules of Procedure

Resolution No. 2026-19 was presented entitled:
RESOLUTION 2026-19

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NOS. 1-10 ADOPTING RULES OF PROCEDURE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

Mr. Davenport provided an overview of the Revised Rules of Procedure and was available to answer any questions from the Board.

After Board discussion, a motion was made by Southern Grove CDD Nos. 1,2 and 9, Mr. Pittsley, seconded by Ms. Magloire, adopting Resolution 2026-19 Rules of Procedure as presented. The motion passed 4-0.

A motion was made by Southern Grove CDD No. 3, Ms. Magloire, seconded by Mr. Matyjaszek, adopting Resolution 2026-19 Rules of Procedure as presented. The motion passed 3-0.

A motion was made by Southern Grove CDD No. 5, Mr. Pittsley, seconded by Ms. Magloire, adopting Resolution 2026-19 Rules of Procedure as presented. The motion passed 4-0.

A motion was made by Southern Grove CDD Nos. 7,8 and 10, Ms. Davis, seconded by Mr. Crane adopting Resolution 2026-19 Rules of Procedure as presented. The motion passed 4-0.

CONSENT ITEMS
Consider February 4, 2026, Regular Board Meeting Minutes
Consider Auditor Renewal
Consider WA #19-144-257; Application for SG8 Apartments Connection

A motion was made by SG CDD No. 1 Mr. Pittsley, seconded by Ms. Magloire, and passed by CDD No.1 approving the above Consent Agenda Items 1 through 3, as amended.

OLD BUSINESS
There was no old business to come before the Board.

NEW BUSINESS

Consider Adopting Resolution 2026-20; Election of Officers – District Nos. 1,2,3 & 9

Resolution No. 2026-20 was presented entitled:

RESOLUTION 2026-20
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NOS. 1, 2, 3 & 9 DESIGNATING CERTAIN OFFICERS OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE

A motion was made by Southern Grove CDD Nos. 1, 2, & 9, Mr. Mr. Pittsley, seconded by Ms. Magloire, adopting Resolution 2026-20 as presented. The motion passed 4-0.

The slate of Officers is as follows:
Chair: Bianca Magloire Vice Chair: William Pittsley Secretary: Frank Sakuma
Assistant Secretary: Tara Toto Assistant Secretary: Tony Piscopo Assistant Secretary: Melissa Stevens

A motion was made by Southern Grove CDD No. 3, Ms. Magloire, seconded by Ms. Davis, adopting Resolution 2026-20 as presented. The motion passed 3-0.
The slate of Officers is as follows:

Chair: Bianca Magloire Vice Chair: Jennifer Davis Secretary: Frank Sakuma
Assistant Secretary: Kevin Matyjasek Assistant Secretary: Tony Piscopo Assistant Secretary: Melissa Stevens

Consider Adopting Resolution 2026-21; Declaring Master Assessments – District Nos. 1-10

Resolution No. 2026-21 was presented entitled:
RESOLUTION 2026-21

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 1, 2, 3, 5, 7, 8, 9 & 10 DECLARING MASTER SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE MASTER SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE MASTER SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH MASTER SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH MASTER SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE MASTER SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION; AND RATIFYING PRIOR ACTIONS.

Hard copies of Exhibit A & Exhibit B to the resolution were distributed to the Boards during the meeting.

A motion was made by Southern Grove CDD Nos. 1, 2, and 9, Mr. Pittsley, seconded by Ms. Magloire, adopting Resolution 2026-21 as presented. The motion passed 4-0.

A motion was made by Southern Grove CDD No. 3, Ms. Magloire, seconded by Ms. Davis, adopting Resolution 2026-21 as presented. The motion passed 3-0.

A motion was made by Southern Grove CDD No. 5, Ms. Magloire, seconded by Mr. Pittsley, adopting Resolution 2026-21 as presented. The motion passed 4-0.

A motion was made by Southern Grove CDD No. 7, 8, and 10, Ms. Davis, seconded by Mr. Crane, adopting Resolution 2026-21 as presented. The motion passed 4-0.

Consider	Adopting	Resolution	2026-22;	Setting	Public	Hearing	on	Master Assessments–District Nos. 1-10

Resolution No. 2026-22 was presented entitled:

RESOLUTION 2026-22
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 1, 2, 3, 5, 7, 8, 9 & 10 SETTING A PUBLIC HEARING TO BE HELD ON MAY 6, 2026, AT 10:30 A.M. AT 10799 SW CIVIC LANE, PORT ST. LUCIE, FLORIDA 34987, FOR THE PURPOSE OF HEARING PUBLIC COMMENT ON IMPOSING MASTER SPECIAL ASSESSMENTS ON CERTAIN PROPERTY WITHIN THE DISTRICT GENERALLY DESCRIBED AS THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 1 IN ACCORDANCE WITH CHAPTERS 170, 190 AND 197, FLORIDA STATUTES.

A motion was made by Southern Grove CDD Nos. 1, 2, and 9, Mr. Pittsley, seconded by Ms. Magloire, adopting Resolution 2026-22 as presented, setting the Public Hearing on Master Assessments for May 6, 2026 at 10:30 am at 10799 SW Civic Lane, Port St. Lucie, FL 34987. The motion passed 4-0.

A motion was made by Southern Grove CDD No. 3, Ms. Davis, seconded by Ms. Magloire, adopting Resolution 2026-22 as presented, setting the Public Hearing on Master Assessments for May 6, 2026 at 10:30 am at 10799 SW Civic Lane, Port St. Lucie, FL 34987. The motion passed 4-0.

A motion was made by Southern Grove CDD Nos. 5, Mr. Pittsley, seconded by Ms. Magloire, adopting Resolution 2026-22 as presented, setting the Public Hearing on Master Assessments for May 6, 2026 at 10:30 am at 10799 SW Civic Lane, Port St. Lucie, FL 34987. The motion passed 4-0.

A motion was made by Southern Grove CDD Nos. 7, 8, and 10, Ms. Davis, seconded by Mr. Crane, adopting Resolution 2026-22 as presented, setting the Public Hearing on Master Assessments for May 6, 2026 at 10:30 am at 10799 SW Civic Lane, Port St. Lucie, FL 34987. The motion passed 4-0.

Discussion of Tradition Trail
Ms. Davis provided talking points related to the connection of the Tradition Trail on behalf of the City of Port St. Lucie. She stated that they would like the existing easements abandoned and the new easements put in place, and would like the project to move forward as soon as possible, Mr. Albertson (Mattamy) responded that they were still in discussions with Pulte regarding safety, design, and costs.
ADMINISTRATIVE MATTERS

Manager’s Report

Mr. Sakuma reminded Board Members to file their Form 1 by July 1, 2026.

Attorney’s Report

There was no Attorney’s Report.

Engineer’s Report

There was no Engineer’s Report.

Financial Report

Mr. Sakuma notified the Board that the financial report was provided in the meeting package, and Mr. McElligott was present to answer any questions.

Founder’s Report

There was no Founder’s Report.

BOARD MEMBER COMMENTS

There were no further Board Member comments.

ADJOURNMENT

There being no further business to come before the Board, SG CDD Nos. 1,2 , and 9, Ms. Toto, seconded Ms. Magloire, made a motion to adjourn. The meeting was adjourned at 11:05 a.m. with no objections.

There being no further business to come before the Board, SG CDD No. 3, Ms. Magloire, seconded Ms. Davis, made a motion to adjourn. The meeting was adjourned at 11:05 a.m. with no objections.
There being no further business to come before the Board, SG CDD No. 5, Mr. Pittsley, seconded Ms. Ms. Magloire, made a motion to adjourn. The meeting was adjourned at 11:05 a.m. with no objections.
There being no further business to come before the Board, SG CDD Nos. 7, 8, and 10, Ms. Davis, seconded Mr. Crane, made a motion to adjourn. The meeting was adjourned at 11:05 a.m. with no objections.

Secretary (B. Frank Sakuma, Jr.)	Chair/Vice-Chair

Print Name	Print Name

SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NOS. 1-10 REQUEST FOR PROPOSALS
Landscape & Irrigation Maintenance Services City of Port St. Lucie, St. Lucie County, Florida

Notice is hereby given that the Southern Grove Community Development District No. 1 (“District”) will accept proposals from qualified firms (“Proposers”) interested in providing landscape and irrigation maintenance services for Southern Grove Community Development District Nos. 1 through 10 (the “Districts”), all as more specifically set forth in the Project Manual. The Project Manual, including among other materials, contract documents, project scope and any technical specifications, will be available for public inspection and may be obtained beginning on April 8, 2026 at 10:30 a.m. by sending an email to John Gallagher at jgallagher@sdsinc.org. In order to submit a proposal, each Proposer must (1) be authorized to do business in Florida, and hold all required state and federal licenses in good standing; and (2) have at least five (5) years of experience with landscape and irrigation maintenance projects. The District reserves the right in its sole discretion to make changes to the Project Manual up until the time of the proposal opening, and to provide notice of such changes only to those Proposers who have attended the pre-proposal meeting.

There will be a mandatory pre-bid proposal conference on April 24, 2026, at 10:30 a.m. This meeting will be held virtually. Prospective Proposers interested in attending the pre-bid meeting should reach out to John Gallagher at jgallagher@sdsinc.org to receive the virtual attendance information.

Firms desiring to provide services for this project must submit one (1) written proposal AND a PDF file on a flash-drive no later than May 22, 2026 at 10:30 a.m. (EST) at 10521 SW Village Center Dr., Suite #203, Port St. Lucie, Florida 34987, Attention: Frank Sakuma. Additionally, as further described in the Project Manual, each Proposer shall supply a proposal bond or cashier’s check in the amount of $25,000 with its proposal. Proposals shall be submitted in a sealed package that shall bear “RESPONSE TO REQUEST FOR PROPOSALS (Southern Grove Community Development District No. 1 – Landscape & Irrigation Maintenance) ENCLOSED” on the face of it. Proposals received after the time and date stipulated above may be returned un-opened to the Proposer. Any proposal not completed as specified or missing the required proposal documents may be disqualified.
The District Manager will conduct a public meeting to publicly open the proposals on May 22, 2026 at 10:30 a.m. (EST) at 10521 SW Village Center Dr., Suite #203, Port St. Lucie, Florida 34987. No official action of the District’s Board will be taken at this meeting, and it is held for the limited purpose of opening the RFP responses. The meeting is open to the public and will be conducted in accordance with the provisions of Florida law. This meeting may be continued to a date, time, and place to be specified on the record at the meeting. Any person requiring special accommodations at this meeting because of a disability or physical impairment should contact the District Office at (772) 345-5119 at least five (5) calendar days prior to the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service by dialing 7-1-1, or 1-800-955-8771 (TTY) / 1-800-955-8870 (Voice), for aid in contacting the District.

The submitted proposals will be reviewed by the District’s Board of Supervisors (the “Board”) at a public meeting to be held on June 3, 2026 at 10:30 A.M. at Southern Grove Town Hall located at 10799 SW Civic Lane, Port St. Lucie, Florida 34987. Proposers are required to attend the meeting of the District’s Board.

Any protest regarding the Project Manual, including but not limited to protests relating to the proposal notice, the proposal instructions, the proposal forms, the contract form, the scope of work, the maintenance map, the specifications, the evaluation criteria, the evaluation process, or any other issues or items relating to the Project Manual, must be filed in writing, within seventy- two (72) hours after issuance of the Project Manual. The formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days after the initial notice of protest was filed. Failure to timely file a notice of protest or failure to timely file a formal written protest shall constitute a waiver of any right to object or protest with respect to aforesaid plans, specifications or contract documents. Additional information and requirements regarding protests are set forth in the Project Manual and the District’s Rules of Procedure, which are available from the District Manager, 10521 SW Village Center Dr., Suite #203, Port St. Lucie, Florida 34987, Attention: Frank Sakuma, (772) 345-5119.
Rankings will be made based on the Evaluation Criteria contained within the Project Manual. Price will be one factor used in determining the proposal that is in the best interest of the District, but the District explicitly reserves the right to make such award to other than the lowest price proposal. The District has the right to reject any and all proposals and waive any technical errors, informalities or irregularities if it determines in its discretion it is in the best interest of the District to do so. Any and all questions relative to this project shall be directed in writing by e-mail only to John Gallagher at jgallagher@sdsinc.org, with a further copy to Bennett Davenport at Bennett.Davenport@KutakRock.com and Lindsay Whelan at Lindsay.Whelan@KutakRock.com.

Southern Grove Community Development District No. 1
Frank Sakuma, District Manage

SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 1 REQUEST FOR PROPOSALS
LANDSCAPE AND IRRIGATION MAINTENANCE SERVICES EVALUATION CRITERIA
Personnel & Equipment	(20 Points Possible)  (	 Points Awarded)

This category addresses the following criteria: skill set and experience of key management and assigned personnel, including the project manager and other specifically trained individuals who will manage the property; present ability to manage this project; proposed staffing levels; capability of performing the work; geographic location; subcontractor listing; inventory of all equipment; etc. Skill set includes certification, technical training, and experience with similar projects. Please include resumes, certifications, etc., with proposal. Please also provide evidence of the proposer’s ability to meet deadlines and be responsive to client needs.

Experience	(20 Points Possible)  (	 Points Awarded)

This category addresses past & current record and experience of the Proposer in similar projects; volume of work previously awarded to the firm; past performance in any other contracts; etc.

Understanding Scope of RFP	(20 Points Possible)  (	 Points Awarded)
This category addresses the following issues: Does the proposal demonstrate an understanding of the District’s needs for the services requested? Does it provide all information as requested by the District including pricing, scheduling, staffing, etc.? Does it demonstrate clearly the ability to perform these services? Were any suggestions for “best practices” included? Does the proposal as a whole appear to be feasible, in light of the scope of work? Did the contractor use the forms provided from the Project Manual in responding to the proposal?
Financial Capacity	(20 Points Possible)  (	 Points Awarded)
This category addresses whether the Proposer has demonstrated that it has the financial resources and stability as a business entity necessary to implement and execute the work. Proposer should include proof of ability to provide insurance coverage as required by the District as well as audited financial statements, or similar information.
Price	(20 Points Possible)  (	 Points Awarded)
A full twenty (20) points will be awarded to the Proposer submitting the lowest bid for Parts 1 – 4 (the Contract Amount). AN AVERAGE OF ALL FIVE YEARS PRICING IS TO BE CONSIDERED WHEN AWARDING POINTS FOR PRICING - THE INITIAL TERM AND
THE FOUR ANNUAL RENEWALS. All other proposers will receive a percentage of this amount based upon a formula which divides the low bid by the proposer’s bid and is then multiplied by the number of points possible in this part of the Price evaluation.

EXAMPLE: Contractor “A” turns in a bid of $210,000 and is deemed to be low bid and will receive the full 20 points. Contractor “B” turns in a bid of $265,000. Bid “A” is divided by Bid “B” then multiplied by the number of points possible (20). (210,000/265,000) x 20 = 15.85, therefore, Contractor “B” will receive 15.85 of 20 possible points. Contractor “C” turns in a bid of
$425,000. Bid “A” is divided by Bid “C” then multiplied by the number of points possible (20). (210,000/425,000) x 20 = 9.88, therefore, Contractor “C” will receive 9.88 of 20 points.

Proposer’s Total Score	(100 Points Possible) (	 Points Awarded)

Additional Information Regarding Evaluation

Once proposals are received, the District’s Board of Supervisors will review each proposal and score each based on the evaluation criteria, information provided in response to reference checks, and any other information available to the District and permitted to be used under law. The District’s award will be based on the proposal that is most advantageous to the District.

The District reserves the right to seek clarification from prospective firms on any issue in a response for the District, invite specific firms for site visits or oral presentations, or take any action it feels necessary to properly evaluate the submissions and construct a solution in the District’s best interest. Failure to submit the requested information or required documentation may result in the lessening of the proposal score or the disqualification of the proposal response.

Do not attempt to contact any District Board member, staff member or any person other than the appointed staff for questions relating to this RFP. Anyone attempting to lobby District representatives will be disqualified.

RESOLUTION 2026-24

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 1 DESIGNATING A DATE, TIME, AND LOCATION OF A PUBLIC HEARING REGARDING THE DISTRICT'S INTENT TO USE THE UNIFORM METHOD FOR THE LEVY, COLLECTION, AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS AS AUTHORIZED BY SECTION 197.3632, FLORIDA STATUTES; AUTHORIZING THE PUBLICATION OF THE NOTICE OF SUCH HEARING; AND PROVIDING AN EFFECTIVE DATE.

Whereas, the Southern Grove Community Development District No. 1 (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated within Port St. Lucie County, Florida; and

Whereas, the District pursuant to the provisions of Chapter 190, Florida Statutes, is authorized to levy, collect, and enforce certain special assessments, which include benefit and maintenance assessments and further authorizes the District’s Board of Supervisors (the “Board”) to levy, collect, and enforce special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes; and

Whereas, the District desires to use the Uniform Method for the levy, collection and enforcement of non-ad valorem special assessments authorized by Section 197.3632, Florida Statutes, (the “Uniform Method”).
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 1:

SECTION 1.  A public hearing will be held to adopt the Uniform Method on May 6, 2026 at 10:30 a.m. at Tradition Town Hall located at 10799 SW Civic Lane, Port St. Lucie, Florida 34987.
SECTION 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 197.3632, Florida Statutes.
SECTION 3.  This Resolution shall become effective immediately upon its adoption.
Passed and adopted this 1st day of April, 2026.

ATTEST:	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 1

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2026-24

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 2 DESIGNATING A DATE, TIME, AND LOCATION OF A PUBLIC HEARING REGARDING THE DISTRICT'S INTENT TO USE THE UNIFORM METHOD FOR THE LEVY, COLLECTION, AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS AS AUTHORIZED BY SECTION 197.3632, FLORIDA STATUTES; AUTHORIZING THE PUBLICATION OF THE NOTICE OF SUCH HEARING; AND PROVIDING AN EFFECTIVE DATE.

Whereas, the Southern Grove Community Development District No. 2 (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated within Port St. Lucie County, Florida; and

Whereas, the District pursuant to the provisions of Chapter 190, Florida Statutes, is authorized to levy, collect, and enforce certain special assessments, which include benefit and maintenance assessments and further authorizes the District’s Board of Supervisors (the “Board”) to levy, collect, and enforce special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes; and

Whereas, the District desires to use the Uniform Method for the levy, collection and enforcement of non-ad valorem special assessments authorized by Section 197.3632, Florida Statutes, (the “Uniform Method”).
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 2:

SECTION 1.  A public hearing will be held to adopt the Uniform Method on May 6, 2026 at 10:30 a.m. at Tradition Town Hall located at 10799 SW Civic Lane, Port St. Lucie, Florida 34987.
SECTION 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 197.3632, Florida Statutes.
SECTION 3.  This Resolution shall become effective immediately upon its adoption.
Passed and adopted this 1st day of April, 2026.

ATTEST:	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 2

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2026-24

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 3 DESIGNATING A DATE, TIME, AND LOCATION OF A PUBLIC HEARING REGARDING THE DISTRICT'S INTENT TO USE THE UNIFORM METHOD FOR THE LEVY, COLLECTION, AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS AS AUTHORIZED BY SECTION 197.3632, FLORIDA STATUTES; AUTHORIZING THE PUBLICATION OF THE NOTICE OF SUCH HEARING; AND PROVIDING AN EFFECTIVE DATE.

Whereas, the Southern Grove Community Development District No. 3 (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated within Port St. Lucie County, Florida; and

Whereas, the District pursuant to the provisions of Chapter 190, Florida Statutes, is authorized to levy, collect, and enforce certain special assessments, which include benefit and maintenance assessments and further authorizes the District’s Board of Supervisors (the “Board”) to levy, collect, and enforce special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes; and

Whereas, the District desires to use the Uniform Method for the levy, collection and enforcement of non-ad valorem special assessments authorized by Section 197.3632, Florida Statutes, (the “Uniform Method”).
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 3:

SECTION 1.  A public hearing will be held to adopt the Uniform Method on May 6, 2026 at 10:30 a.m. at Tradition Town Hall located at 10799 SW Civic Lane, Port St. Lucie, Florida 34987.
SECTION 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 197.3632, Florida Statutes.
SECTION 3.  This Resolution shall become effective immediately upon its adoption.
Passed and adopted this 1st day of April, 2026.

ATTEST:	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 3

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2026-24

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5 DESIGNATING A DATE, TIME, AND LOCATION OF A PUBLIC HEARING REGARDING THE DISTRICT'S INTENT TO USE THE UNIFORM METHOD FOR THE LEVY, COLLECTION, AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS AS AUTHORIZED BY SECTION 197.3632, FLORIDA STATUTES; AUTHORIZING THE PUBLICATION OF THE NOTICE OF SUCH HEARING; AND PROVIDING AN EFFECTIVE DATE.

Whereas, the Southern Grove Community Development District No. 5 (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated within Port St. Lucie County, Florida; and

Whereas, the District pursuant to the provisions of Chapter 190, Florida Statutes, is authorized to levy, collect, and enforce certain special assessments, which include benefit and maintenance assessments and further authorizes the District’s Board of Supervisors (the “Board”) to levy, collect, and enforce special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes; and

Whereas, the District desires to use the Uniform Method for the levy, collection and enforcement of non-ad valorem special assessments authorized by Section 197.3632, Florida Statutes, (the “Uniform Method”).
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5:

SECTION 1.  A public hearing will be held to adopt the Uniform Method on May 6, 2026 at 10:30 a.m. at Tradition Town Hall located at 10799 SW Civic Lane, Port St. Lucie, Florida 34987.
SECTION 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 197.3632, Florida Statutes.
SECTION 3.  This Resolution shall become effective immediately upon its adoption.
Passed and adopted this 1st day of April, 2026.

ATTEST:	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2026-24

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 7 DESIGNATING A DATE, TIME, AND LOCATION OF A PUBLIC HEARING REGARDING THE DISTRICT'S INTENT TO USE THE UNIFORM METHOD FOR THE LEVY, COLLECTION, AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS AS AUTHORIZED BY SECTION 197.3632, FLORIDA STATUTES; AUTHORIZING THE PUBLICATION OF THE NOTICE OF SUCH HEARING; AND PROVIDING AN EFFECTIVE DATE.

Whereas, the Southern Grove Community Development District No. 7 (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated within Port St. Lucie County, Florida; and

Whereas, the District pursuant to the provisions of Chapter 190, Florida Statutes, is authorized to levy, collect, and enforce certain special assessments, which include benefit and maintenance assessments and further authorizes the District’s Board of Supervisors (the “Board”) to levy, collect, and enforce special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes; and

Whereas, the District desires to use the Uniform Method for the levy, collection and enforcement of non-ad valorem special assessments authorized by Section 197.3632, Florida Statutes, (the “Uniform Method”).
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 7:

SECTION 1.  A public hearing will be held to adopt the Uniform Method on May 6, 2026 at 10:30 a.m. at Tradition Town Hall located at 10799 SW Civic Lane, Port St. Lucie, Florida 34987.
SECTION 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 197.3632, Florida Statutes.
SECTION 3.  This Resolution shall become effective immediately upon its adoption.
Passed and adopted this 1st day of April, 2026.

ATTEST:	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 7

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2026-24

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 8 DESIGNATING A DATE, TIME, AND LOCATION OF A PUBLIC HEARING REGARDING THE DISTRICT'S INTENT TO USE THE UNIFORM METHOD FOR THE LEVY, COLLECTION, AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS AS AUTHORIZED BY SECTION 197.3632, FLORIDA STATUTES; AUTHORIZING THE PUBLICATION OF THE NOTICE OF SUCH HEARING; AND PROVIDING AN EFFECTIVE DATE.

Whereas, the Southern Grove Community Development District No. 8 (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated within Port St. Lucie County, Florida; and

Whereas, the District pursuant to the provisions of Chapter 190, Florida Statutes, is authorized to levy, collect, and enforce certain special assessments, which include benefit and maintenance assessments and further authorizes the District’s Board of Supervisors (the “Board”) to levy, collect, and enforce special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes; and

Whereas, the District desires to use the Uniform Method for the levy, collection and enforcement of non-ad valorem special assessments authorized by Section 197.3632, Florida Statutes, (the “Uniform Method”).
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 8:

SECTION 1.  A public hearing will be held to adopt the Uniform Method on May 6, 2026 at 10:30 a.m. at Tradition Town Hall located at 10799 SW Civic Lane, Port St. Lucie, Florida 34987.
SECTION 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 197.3632, Florida Statutes.
SECTION 3.  This Resolution shall become effective immediately upon its adoption.
Passed and adopted this 1st day of April, 2026.

ATTEST:	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 8

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2026-24

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 9 DESIGNATING A DATE, TIME, AND LOCATION OF A PUBLIC HEARING REGARDING THE DISTRICT'S INTENT TO USE THE UNIFORM METHOD FOR THE LEVY, COLLECTION, AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS AS AUTHORIZED BY SECTION 197.3632, FLORIDA STATUTES; AUTHORIZING THE PUBLICATION OF THE NOTICE OF SUCH HEARING; AND PROVIDING AN EFFECTIVE DATE.

Whereas, the Southern Grove Community Development District No. 9 (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated within Port St. Lucie County, Florida; and

Whereas, the District pursuant to the provisions of Chapter 190, Florida Statutes, is authorized to levy, collect, and enforce certain special assessments, which include benefit and maintenance assessments and further authorizes the District’s Board of Supervisors (the “Board”) to levy, collect, and enforce special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes; and

Whereas, the District desires to use the Uniform Method for the levy, collection and enforcement of non-ad valorem special assessments authorized by Section 197.3632, Florida Statutes, (the “Uniform Method”).
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 9:

SECTION 1.  A public hearing will be held to adopt the Uniform Method on May 6, 2026 at 10:30 a.m. at Tradition Town Hall located at 10799 SW Civic Lane, Port St. Lucie, Florida 34987.
SECTION 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 197.3632, Florida Statutes.
SECTION 3.  This Resolution shall become effective immediately upon its adoption.
Passed and adopted this 1st day of April, 2026.

ATTEST:	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 9

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2026-24

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 10 DESIGNATING A DATE, TIME, AND LOCATION OF A PUBLIC HEARING REGARDING THE DISTRICT'S INTENT TO USE THE UNIFORM METHOD FOR THE LEVY, COLLECTION, AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS AS AUTHORIZED BY SECTION 197.3632, FLORIDA STATUTES; AUTHORIZING THE PUBLICATION OF THE NOTICE OF SUCH HEARING; AND PROVIDING AN EFFECTIVE DATE.

Whereas, the Southern Grove Community Development District No. 10 (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated within Port St. Lucie County, Florida; and

Whereas, the District pursuant to the provisions of Chapter 190, Florida Statutes, is authorized to levy, collect, and enforce certain special assessments, which include benefit and maintenance assessments and further authorizes the District’s Board of Supervisors (the “Board”) to levy, collect, and enforce special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes; and

Whereas, the District desires to use the Uniform Method for the levy, collection and enforcement of non-ad valorem special assessments authorized by Section 197.3632, Florida Statutes, (the “Uniform Method”).
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 10:

SECTION 1.  A public hearing will be held to adopt the Uniform Method on May 6, 2026 at 10:30 a.m. at Tradition Town Hall located at 10799 SW Civic Lane, Port St. Lucie, Florida 34987.
SECTION 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 197.3632, Florida Statutes.
SECTION 3.  This Resolution shall become effective immediately upon its adoption.
Passed and adopted this 1st day of April, 2026.

ATTEST:	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 10

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

Southern Grove Community Development District BOARD AGENDA ITEM
Board Meeting Date: April 1, 2026

Subject:	SG - Southern Grove Costco Port St Lucie - SWM Work Authorization No. WA-19-144-258
C&T Project No. 19-144.SG7.004.0326.W

Background:
On March 2, 2026, the Southern Grove CDD Engineer received a Surface Water Management Work Authorization application for the "Southern Grove Costco Port St Lucie" project, a 7.54 acre lot adjacent to and immediately north of the Permitted 192.5-acre Costco Depot. This proposed development will only include lot grading, fence installation, and landscaping. The applicant is not currently proposing any impervious surface or building on the lot. Stormwater from the lot will flow to the Duda canal which it currently does under existing conditions.
The Parcel ID for the proposed project is 4323-700-0002-000-7 and is located on 13077 SW Anthony F. Sansone Sr. Blvd.

Recommended Action:
Approve proposed project connecting to the Southern Grove Master Stormwater System under the following conditions:
1. Responding to the outstanding Request for Additional Information to the CDD Engineer's satisfaction.
Location:	Southern Grove Community Development District CDD.7 Within Tradition Irrigation Service Area? No
Fiscal Information:		This project is not expected to impact the CDD Stormwater System operational budget.
Grant Related? No Additional Comments: None
Board Action:
Moved by:	Seconded by:	Action Taken:

Item Prepared by: Stefan K. Matthes, PE	March 13, 2026

Page 22

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Page 23

CONSIDER APPROVAL OF SUPPLEMENTAL ENGINEER’S REPORT (CDD NO. 5)

TO BE DISTRIBUTED UNDER SEPARATE COVER

CONSIDER APPROVAL OF ASSESSMENT METHODOLOGY (CDD NO. 5)

TO BE DISTRIBUTED UNDER SEPARATE COVER

Summary of Delegation Resolution Relating to Southern Grove Community Development District Special Assessment Bonds, Series 2026 (Community Infrastructure)
Background
Southern Grove Community Development District No. 5 (“District No. 5”) has previously issued its “Community Infrastructure Bonds” in various series (the “Prior Bonds”) to finance and refinance a portion of the costs of public infrastructure, facilities and improvements (the “Community Infrastructure”) benefitting all of the assessable land in the boundaries of District No. 5 and Southern Grove Community Development District Nos. 1, 2, 3, 4, 6, 7, 8, 9 and 10 (the “Other Districts” and, together with District No. 5, the “Districts”).
The available proceeds of the Prior Bonds have been fully expended in connection with Community Infrastructure. It is proposed that District No. 5 issue its Special Assessment Bonds, Series 2026 (Community Infrastructure) (the “2026 Bonds”) to (i) pay a portion of the costs of certain Community Infrastructure described in the Supplemental Engineer’s Report (the “Supplemental Engineer’s Report”) relating to the 2026 Bonds prepared by Culpepper and Turpening, Inc. (the “2026 CI Project”), (ii) pay a portion of the interest coming due on the 2026 Bonds, (iii) make a deposit to the applicable reserve account for the 2026 Bonds, and (iv) pay costs of issuance of the 2026 Bonds. Proceeds of the 2026 Bonds may also be applied to pay all or a portion of the costs of Community Infrastructure described in a future supplemental engineer’s report, to the extent eligible to be funded on a tax-exempt basis.
Each series of Community Infrastructure Bonds is payable from the revenues derived from the collection of non-ad valorem special assessments (the “Community Infrastructure Assessments”) levied on assessable land in a specific assessment area established in connection such series by the Districts with jurisdiction over the assessment area. The Community Infrastructure Assessments relating to the 2026 Bonds will be those levied on assessable land in the “2026 Assessment Area,” which will be comprised of assessable lands that have met the requisite allocation threshold pursuant to the adopted assessment methodology relating to Community Infrastructure Assessments and are not included in the assessment areas previously established in connection with the Prior Bonds. The supplemental assessment report to be prepared by the Districts’ assessment methodology consultant will reflect the assessable lands that will comprise the 2026 Assessment Area and the applicable Districts will establish the 2026 Assessment Area by subsequent proceedings prior to the issuance of the 2026 Bonds.
Delegation Resolution
The delegation resolution (the “Delegation Resolution”) relating to the 2026 Bonds allows the financing team to move forward with the marketing, sale and issuance of the 2026 Bonds and delegates authority to the appropriate officials and representatives of District No. 5 to take certain actions relating to the 2026 Bonds. Generally, the Delegation Resolution accomplishes the following matters:
Authorizes and approves the 2026 CI Project

1

#535482010_v1

RESOLUTION NO. 2026-25
A RESOLUTION OF SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5 AUTHORIZING THE ISSUANCE OF ITS NOT EXCEEDING $20,000,000 SPECIAL ASSESSMENT BONDS, SERIES 2026 (COMMUNITY INFRASTRUCTURE), THE PROCEEDS OF WHICH WILL BE USED, TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS OF THE ISSUER, TO PAY A PORTION OF THE COSTS OF THE 2026 CI PROJECT COMPRISING COMMUNITY INFRASTRUCTURE, PAY A PORTION OF THE INTEREST COMING DUE ON THE 2026 BONDS, FUND THE INITIAL 2026 RESERVE ACCOUNT REQUIREMENT FOR THE 2026 BONDS, AND PAY COSTS OF ISSUANCE OF THE 2026 BONDS; APPROVING THE FORM OF A TENTH SUPPLEMENTAL TRUST INDENTURE IN CONNECTION WITH THE 2026 BONDS AND AUTHORIZING THE EXECUTION AND DELIVERY THEREOF; APPOINTING A TRUSTEE, PAYING AGENT AND BOND REGISTRAR FOR THE 2026 BONDS; AUTHORIZING THE APPLICATION OF THE PROCEEDS OF THE 2026 BONDS; PROVIDING FOR REDEMPTION OF THE 2026 BONDS; PROVIDING FOR THE NEGOTIATED SALE OF THE 2026 BONDS; APPROVING THE FORM, AND AUTHORIZING THE EXECUTION, OF A BOND PURCHASE CONTRACT FOR THE 2026 BONDS; DELEGATING TO THE CHAIR OR VICE-CHAIR THE AUTHORITY TO AWARD THE 2026 BONDS WITHIN THE PARAMETERS SPECIFIED HEREIN; APPROVING THE FORM, AND AUTHORIZING THE USE, OF A PRELIMINARY LIMITED OFFERING MEMORANDUM FOR THE 2026 BONDS AND THE PREPARATION OF A SUPPLEMENTAL ENGINEER’S REPORT AND PRELIMINARY AND FINAL ASSESSMENT METHODOLOGY REPORTS; APPROVING THE DISTRIBUTION OF A FINAL LIMITED OFFERING MEMORANDUM FOR THE 2026 BONDS AND THE EXECUTION THEREOF; APPROVING THE FORM, AND AUTHORIZING THE EXECUTION, OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT TO THE 2026 BONDS; PROVIDING FOR MISCELLANEOUS MATTERS; PROVIDING FOR SEVERABILITY AND CONFLICTS; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5:
SECTION 1.	AUTHORITY FOR THIS RESOLUTION; DEFINITIONS.  The
Board of Supervisors (the “Board”) of Southern Grove Community Development District No. 5 (the “Issuer”) is authorized to adopt this Resolution under the authority granted by the provisions of Chapter 190, Florida Statutes, as amended, its Charter (Ordinance No. 07-37 enacted by the governing body of the City of Port St. Lucie, Florida on April 9, 2007, as amended) and other applicable provisions of law (collectively, the “Act”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the hereinafter defined Master Indenture, Tenth

Supplemental Indenture or in the District Development Interlocal Agreement (as defined in the Tenth Supplemental Indenture), as applicable.
SECTION 2.	FINDINGS.
The Issuer confirms its acceptance of the designation as the “Issuer” under the District Development Interlocal Agreement. The Issuer hereby acknowledges that District No. 1, as the current Administration District under the District Development Interlocal Agreement, will be responsible for all matters relating to the operation and maintenance of the 2026 CI Project (as defined in the Tenth Supplemental Indenture) and the levy, collection and enforcement of the 2026 CI Assessments, as contemplated by the District Development Interlocal Agreement.
The Issuer has entered into the Master Trust Indenture (the “Master Indenture”) dated December 17, 2014 with U.S. Bank Trust Company, National Association, as successor Trustee (the “Trustee”) to secure the issuance from time to time of its Bonds in one or more Series.
Pursuant to Resolution No. 2013-06 adopted by the Board on July 9, 2013 (the “Validation Resolution”), the Issuer has previously authorized the issuance, sale and delivery of not to exceed $610,000,000 of its Bonds in one or more Series, inclusive of its own District Infrastructure Bonds (as defined in the District Development Interlocal Agreement) in an aggregate principal amount not exceeding $43,050,000 in one or more Series, to be issued pursuant to the Master Indenture.
The District Development Interlocal Agreement and the Bonds, among other matters, were validated by final judgment of the Circuit Court in and for St. Lucie County, Florida on September 10, 2013.
The Issuer hereby determines that it is now necessary and desirable to issue its Special Assessment Bonds, Series 2026 (Community Infrastructure) (the “2026 Bonds”), the proceeds of which will be applied, together with other legally available funds of the Issuer, if any, to:
(i) pay a portion of the Costs of the 2026 CI Project (hereinafter defined); (ii) pay interest on the 2026 Bonds through approximately November 1, 2026 or such other date specified in the Limited Offering Memorandum as permitted by applicable Florida law and the Code; (iii) fund the initial 2026 Reserve Account Requirement for the 2026 Bonds; and (iv) pay costs of issuance of the 2026 Bonds.
The Board of the Issuer and the respective Board of Supervisors of certain of the Other Districts have duly adopted resolutions (which are part of the “Assessment Proceedings,” as defined in the Tenth Supplemental Indenture), following public hearings conducted in accordance with the Act, where applicable, to establish and levy the Community Infrastructure Assessments as contemplated by the District Development Interlocal Agreement. As a condition to the issuance of the 2026 Bonds, the Board of the Issuer and the respective Board of Supervisors of the applicable Other Districts with jurisdiction over the District Lands to be subject to the 2026 CI Assessments will adopt one or more resolutions (which will be part of the Assessment Proceedings) specifically designating a portion of the Community Infrastructure Assessments as the 2026 CI Assessments to be collected with respect to certain assessable District Lands within the boundaries of the Issuer and such Other Districts (the “2026 Assessment Area”) and which benefit from the 2026 CI Project.
Delegated Award Resolution	2

The 2026 Bonds will be payable from and secured by the 2026 CI Assessments to be collected with respect to certain assessable District Lands in the 2026 Assessment Area benefited by the 2026 CI Project, which, together with the 2026 Pledged Funds and Accounts, will comprise the 2026 Trust Estate, provided, however, that the funds on deposit in the 2026 Costs of Issuance Subaccount, the 2026 Acquisition and Construction Subaccount, the 2026 Reserve Account and the 2026 Capitalized Interest Subaccount are held solely for the benefit of the 2026 Bonds The 2026 Trust Estate shall constitute a “Series Trust Estate” as defined in the Master Indenture.
Due to the present volatility of the market for tax-exempt obligations such as the 2026 Bonds and the complexity of the transactions relating to the 2026 Bonds, it is in the best interests of the Issuer to sell the 2026 Bonds by a delegated, negotiated sale, rather than at a specified advertised date, in order to permit the Issuer to enter the market at the most advantageous time and to obtain the best possible price and interest rate for the 2026 Bonds.
The Issuer now desires to authorize the issuance of the 2026 Bonds and the application of the proceeds of the 2026 Bonds and to approve various instruments in connection therewith, including the Tenth Supplemental Indenture.
SECTION 3. RATIFICATION OF MASTER INDENTURE; AUTHORIZATION OF 2026 CI PROJECT.
The Master Indenture is hereby ratified and confirmed.
For purposes hereof, the term “2026 CI Project” shall have the meaning ascribed thereto in the Tenth Supplemental Indenture. The 2026 CI Project is hereby authorized and approved as a Series Project relating to Community Infrastructure within the meaning of the Master Indenture.
SECTION 4.	AUTHORIZATION OF 2026 BONDS; APPROVAL OF TENTH SUPPLEMENTAL INDENTURE.
Subject to the provisions of Section 7 hereof, the Issuer hereby authorizes the issuance of the 2026 Bonds in the aggregate principal amount of not exceeding $20,000,000 to be known as the “Southern Grove Community Development District No. 5 Special Assessment Bonds, Series 2026 (Community Infrastructure)” for the purpose of providing funds, which together with other legally available funds of the Issuer, if any, will be applied to: (i) pay a portion of the Costs of the 2026 CI Project; (ii) pay interest on the 2026 Bonds through approximately November 1, 2026 or such other date specified in the Limited Offering Memorandum as permitted by applicable Florida law and the Code; (iii) fund the initial 2026 Reserve Account Requirement for the 2026 Bonds; and
(iv) pay costs of issuance of the 2026 Bonds.
Prior to or contemporaneously with the issuance and delivery of the 2026 Bonds, the Issuer and U.S. Bank Trust Company, National Association, as Trustee, shall enter into the Tenth Supplemental Trust Indenture supplementing the Master Indenture (the “Tenth Supplemental Indenture” and, together with the Master Indenture, the “Indenture”). The Tenth Supplemental Indenture shall be in substantially the form attached hereto as Exhibit A, with such insertions, modifications and changes as may be approved by the Chair (the “Chair”) or the Vice-Chair (the “Vice-Chair”) of the Board. Upon such approval, the Chair or Vice-Chair is hereby authorized and directed to execute, and the Secretary (the “Secretary”) or any Assistant Secretary (each, an
Delegated Award Resolution	3

“Assistant Secretary”) of the Board is hereby authorized and directed to attest, the Tenth Supplemental Indenture. Such execution shall constitute conclusive approval of any insertions, modifications or changes to the Tenth Supplemental Indenture from the form thereof presented to the Board.
Prior to the issuance of the 2026 Bonds, the Issuer shall comply with the conditions precedent to the issuance of the 2026 Bonds set forth in Section 3.01 of the Master Indenture. The 2026 Bonds shall be substantially in the respective forms attached as an exhibit to the Tenth Supplemental Indenture and shall be executed on behalf of the Issuer in the manner provided in the Indenture. Upon satisfaction of the conditions precedent to the issuance of the 2026 Bonds set forth herein and in the Indenture, the Chair or Vice-Chair is hereby authorized and directed to execute, and the Secretary or an Assistant Secretary is hereby authorized and directed to attest, the 2026 Bonds and to deliver the 2026 Bonds as provided in the Indenture.
U.S. Bank Trust Company, National Association is hereby appointed as Trustee, Paying Agent and Bond Registrar under the Indenture with respect to the 2026 Bonds.
The 2026 Bonds shall be issued in fully registered form, without coupons. The 2026 Bonds will be dated as of their date of issuance or such other date as is set forth in the Tenth Supplemental Indenture and will be issued in the Authorized Denominations as set forth in the Tenth Supplemental Indenture. The 2026 Bonds will bear interest payable semi-annually on November 1 and May 1 of each year, commencing November 1, 2026 or such other date as may be set forth in the Tenth Supplemental Indenture.
A book-entry only system of registration is hereby authorized for the 2026 Bonds and shall be provided for in the Tenth Supplemental Indenture. So long as the Issuer shall maintain a book-entry-only system with respect to the 2026 Bonds, the following provisions shall apply:
The 2026 Bonds shall initially be issued in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”), which will act as securities depository for the 2026 Bonds and so long as the 2026 Bonds are held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes hereof and of the Indenture. On original issue, the 2026 Bonds shall be deposited with DTC, which shall be responsible for maintaining a book-entry-only system for recording the beneficial ownership interests of its participants (“DTC Participants”), and other institutions who clear through or maintain a custodial relationship with DTC Participants (“Indirect Participants”). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the 2026 Bonds (“Beneficial Owners”).
Principal and interest prior to and at maturity shall be payable directly to Cede & Co., as the registered owner of the 2026 Bonds. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments to Indirect Participants shall be the responsibility of DTC Participants, and payments by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee, the Bond Registrar, the Paying Agent or the Issuer.
The 2026 Bonds shall initially be issued in the form of one fully registered Bond for each maturity. Individuals may purchase beneficial interests in the amount of $5,000 or integral multiples
Delegated Award Resolution	4

thereof in book-entry-only form, without certificated 2026 Bonds, through the DTC Participants and Indirect Participants.
DURING THE PERIOD FOR WHICH CEDE & CO. IS REGISTERED OWNER OF THE 2026 BONDS, ANY NOTICE TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICE TO DTC PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICE TO INDIRECT PARTICIPANTS, AND DTC PARTICIPANTS AND INDIRECT PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICE TO BENEFICIAL OWNERS.
The Issuer has entered into a customary letter of representations with DTC providing for such a book-entry-only system (the “DTC Agreement”). The Chair or Vice-Chair is hereby authorized and directed to execute the DTC Agreement. Such agreement may be terminated at any time by either DTC or the Issuer. In the event of such termination, the Issuer shall select another securities depository or discontinue such book-entry-only system. If the Issuer does not replace DTC, the Bond Registrar will register and deliver to the Beneficial Owners replacement 2026 Bonds in the form of fully registered 2026 Bonds in denominations of $5,000 or integral multiples thereof, in accordance with instructions from Cede & Co.
Neither the Issuer, nor the Bond Registrar have any responsibility or obligations to the DTC Participants, Indirect Participants or the Beneficial Owners with respect to: (a) the accuracy of any records maintained by DTC or any DTC Participant or Indirect Participant; (b) the payment by DTC or any DTC Participant or Indirect Participant of any amount due to any Beneficial Owner in respect of the principal of and premium, if any, and interest on the 2026 Bonds; (c) the delivery or timeliness of delivery by DTC or any DTC Participant or Indirect Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Indenture to be given to Bondholders;
(d) the selection of the Beneficial Owners to receive payments in the event of any partial redemption of the 2026 Bonds; or (e) any consent given or other action taken by DTC, or its nominee, Cede & Co., as Bondholder.
The Chair and the District Manager are each hereby authorized to request the appropriate authorized officers of each of the current Other Districts to execute a joinder to the Tenth Supplemental Indenture.
SECTION 5.  REDEMPTION PROVISIONS. Subject to the provisions of Section 7 hereof, the 2026 Bonds shall be subject to such optional redemption, mandatory redemption and/or extraordinary redemption provisions as shall be provided in the Tenth Supplemental Indenture. The 2026 Bonds may be issued, all or in part, as Serial Bonds and/or Term Bonds and the amounts, if any, required to be deposited in each year to the 2026 Sinking Fund Account established under the Tenth Supplemental Indenture in respect of 2026 Term Bonds shall constitute the Amortization Installments for such 2026 Term Bonds.
SECTION 6.	APPLICATION OF THE PROCEEDS OF THE 2026 BONDS. The
proceeds derived from the sale of the 2026 Bonds shall be applied by the Issuer simultaneously with the delivery of the 2026 Bonds for the purposes stated in, and in a manner consistent with the Tenth Supplemental Indenture. The specific amounts to be deposited in the accounts and subaccounts securing the 2026 Bonds under the Indenture shall be as set forth in the Tenth Supplemental Indenture and/or the Authorized Representative’s Certificate.
Delegated Award Resolution	5

SECTION 7.  SALE OF THE 2026 BONDS. The 2026 Bonds shall be sold to MBS Capital Markets, LLC, as the underwriter (the “Underwriter”), upon the terms and conditions set forth in the Bond Purchase Contract attached hereto as Exhibit B (the “Bond Purchase Contract”). Said Bond Purchase Contract, substantially in the form attached hereto, is hereby approved, with such insertions, modifications and changes as may be approved by the Chair or Vice-Chair. Upon such approval, the Chair or Vice-Chair is hereby authorized and directed to execute, and the Secretary or an Assistant Secretary is hereby authorized and directed to attest, the Bond Purchase Contract and to accept the disclosure and truth-in-bonding statement to be provided by the Underwriter pursuant to Section 218.385, Florida Statutes; provided, however that the terms of such Bond Purchase Contract must provide that (i) the aggregate principal amount of the 2026 Bonds shall not exceed $20,000,000; (ii) the final maturity of the 2026 Bonds shall not be later than May 1, 2056; (iii) the per annum interest rate or rates on the 2026 Bonds shall not exceed the maximum rate per annum permitted by applicable law; (iv) the 2026 Bonds shall be subject to optional redemption no later than May 1, 2038, at a redemption price not greater than 100% of the principal amount of the 2026 Bonds to be redeemed; (v) the price (exclusive of original issue discount and original issue premium) at which the 2026 Bonds shall be sold to the Underwriter shall not be less than 98% of the amount for which the 2026 Bonds are initially offered to the public as reflected in the Limited Offering Memorandum referred to in Section 8 hereof; and (vi) unless the 2026 Bonds have an investment grade rating from S&P Global Ratings, Fitch Ratings and/or Moody’s Investor Services, Inc., the 2026 Bonds shall only be sold by the Underwriter to accredited investors within the meaning of the rules of the Florida Department of Financial Services. The execution and delivery of the Bond Purchase Contract by the Chair or Vice-Chair shall constitute conclusive evidence of the approval by the Issuer thereof.
SECTION 8. PRELIMINARY LIMITED OFFERING MEMORANDUM AND FINAL LIMITED OFFERING MEMORANDUM AND RELATED MATTERS.  The
Preliminary Limited Offering Memorandum relating to the 2026 Bonds, in substantially the form submitted at this meeting and attached hereto as Exhibit C, is hereby approved with respect to the information therein contained. The printing, distribution and use of the Preliminary Limited Offering Memorandum in connection with the public offering for sale of the 2026 Bonds is hereby authorized. The execution by the Chair or Vice-Chair of a certificate deeming the Preliminary Limited Offering Memorandum final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, as amended, is hereby authorized. The Chair or Vice-Chair is hereby authorized to have prepared and to execute a final Limited Offering Memorandum to be dated the date of execution of the Bond Purchase Contract, and, upon such execution, to deliver the same to the Underwriter for use by it in connection with the sale and distribution of the 2026 Bonds. The Limited Offering Memorandum shall be substantially in the form of the Preliminary Limited Offering Memorandum, with such changes as necessary to conform the details of the 2026 Bonds and the requirements of the Bond Purchase Contract and such other insertions, modifications and changes as may be approved by the Chair or Vice-Chair. The execution and delivery of the Limited Offering Memorandum by the Chair or Vice-Chair shall constitute conclusive evidence of the approval thereof. The Issuer hereby authorizes the Limited Offering Memorandum and the information contained therein to be used in connection with the offering and sale of the 2026 Bonds. The preparation, and use, of the 2026 Supplemental Engineer’s Report as an appendix to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum is hereby authorized. The preparation by Special District Services, Inc., as the District’s assessment consultant, of a preliminary 2026 Supplemental Assessment Report reflecting the estimated details of the 2026 Bonds and of a final 2026 Supplemental Assessment Report reflecting the final details of
Delegated Award Resolution	6

the 2026 Bonds is hereby authorized, and the use of such reports, as applicable, as an appendix to the Preliminary Limited Offering Memorandum and Limited Offering Memorandum is hereby authorized.
SECTION 9.  CONTINUING DISCLOSURE. The Continuing Disclosure Agreement, substantially in the form attached hereto as Exhibit D, is hereby approved with such insertions, modifications and deletions as may be approved by the Chair or Vice-Chair. Special District Services, Inc. is hereby approved to serve as the initial Dissemination Agent thereunder. The Chair or Vice-Chair is hereby authorized to execute, and the Secretary or any Assistant Secretary is authorized and directed to attest, the Continuing Disclosure Agreement. The execution and delivery of the Continuing Disclosure Agreement by the Chair or Vice-Chair shall constitute conclusive evidence of the approval thereof.
SECTION 10. MISCELLANEOUS. The Chair, Vice-Chair, Secretary and any Assistant Secretary of the Board, the Issuer’s District Counsel, Bond Counsel, District Manager, Consulting Engineers, and special assessment consultant and other authorized officers of the Issuer are authorized and directed to execute and deliver all documents, contracts, instruments and certificates and to take all actions and steps on behalf of the Issuer that are necessary or desirable in connection with the 2026 CI Project, the Indenture, the 2026 Bonds, the Bond Purchase Contract, the Continuing Disclosure Agreement, or otherwise in connection with any of the foregoing, which are not inconsistent with the terms and provisions of this Resolution or the Indenture, and all such actions heretofore taken are hereby ratified and approved.
SECTION 11. SEVERABILITY AND CONFLICTS. Should any sentence, section, clause, part or provision of this Resolution be declared by a court of competent jurisdiction to be invalid, the same shall not affect the validity of this Resolution as a whole, or any part thereof, other than the part declared invalid. All resolutions or parts thereof of the Issuer in conflict herewith are, to the extent of such conflict, superseded and repealed.
SECTION 12. EFFECTIVE DATE This Resolution shall be effective immediately upon its adoption.
PASSED AND ADOPTED at a meeting of the Board of Supervisors of the Southern Grove Community Development District No. 5 this 1st day of April, 2026.
SOUTHERN	GROVE	COMMUNITY DEVELOPMENT DISTRICT NO. 5
[SEAL]

Chair

ATTEST:

District Secretary
Delegated Award Resolution	7

EXHIBIT A
FORM OF TENTH SUPPLEMENTAL INDENTURE

A-1

Draft #3

TENTH SUPPLEMENTAL TRUST INDENTURE

between

SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5

and

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

Dated as of May 1, 2026

relating to

SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5 SPECIAL ASSESSMENT BONDS, SERIES 2026
(COMMUNITY INFRASTRUCTURE)

TABLE OF CONTENTS
This Table of Contents is incorporated herein for ease of reference only and shall not be deemed a part of this Tenth Supplemental Trust Indenture.
Page
ARTICLE I DEFINITIONS	4
SECTION 1.01.	Definitions.	4
ARTICLE II AUTHORIZATION, ISSUANCE AND PROVISIONS OF 2026 BONDS	9
SECTION 2.01.	Authorization of 2026 Bonds; Book-Entry Only Form	9
SECTION 2.02.	Terms of 2026 Bonds	10
SECTION 2.03.	Dating; Interest Accrual	10
SECTION 2.04.	Denominations.	10
SECTION 2.05.	Paying Agent.	10
SECTION 2.06.	Registrar.	10
SECTION 2.07.	Conditions Precedent to Issuance of 2026 Bonds.	10
ARTICLE III REDEMPTION OF 2026 BONDS	11
SECTION 3.01.	Bonds Subject to Redemption; Notice.	11
ARTICLE IV DEPOSIT OF PROCEEDS OF 2026 BONDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND
OPERATION THEREOF	11
SECTION 4.01.	Establishment of Accounts.	11
SECTION 4.02.	Use of Proceeds of the 2026 Bonds.	12
SECTION 4.03.	2026 Acquisition and Construction Account.	12
SECTION 4.04.	2026 Costs of Issuance Account	13
SECTION 4.05.	2026 Reserve Account	14
SECTION 4.06.	Amortization Installments	15
SECTION 4.07.	Tax Covenants.	15
SECTION 4.08.	Application of Revenues and Investment Earnings.	16
ARTICLE V CONCERNING THE TRUSTEE	18
SECTION 5.01.	Acceptance by Trustee.	18
SECTION 5.02.	Limitation of Trustee’s Responsibility.	18
SECTION 5.03.	Trustee’s Duties; Removal of Trustee.	19
SECTION 5.04.	Brokerage Confirmations.	19
ARTICLE VI ADDITIONAL INDEBTEDNESS	19
SECTION 6.01.	Additional Indebtedness.	19
ARTICLE VII COVENANTS OF THE ISSUER; MISCELLANEOUS	20
SECTION 7.01.	Matters Related to Master Indenture; Miscellaneous.	20
SECTION 7.02.	Continuing Disclosure Agreement.	20
SECTION 7.03.	Additional Covenants Regarding Collection of 2026 CI
Assessments.	21
(i)

SECTION 7.04.	Application of Section 8.28 of Master Indenture	22
SECTION 7.05.	Bankruptcy or Insolvency of Landowner	23
SECTION 7.06.	Additional Covenants and Matters Relating to Events of Default.	24
SECTION 7.07.	Patriot Act Requirements of the Trustee	24
EXHIBITS
Exhibit A – Form of 2026 Bonds ............................................................................................... A-1
Exhibit B – Form of 2026 Acquisition and Construction Account Requisition ..........................B-1 Exhibit C – Form of 2026 Costs of Issuance Account Requisition .............................................C-1 Exhibit D – Description of 2026 CI Project ............................................................................... D-1

(ii)

TENTH SUPPLEMENTAL TRUST INDENTURE
THIS TENTH SUPPLEMENTAL TRUST INDENTURE (the “Tenth Supplemental Indenture”) dated as of May 1, 2026, is entered into by and between SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5 (the “Issuer”) and U.S. BANK TRUST
COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. Bank National Association, as Trustee (the “Trustee”), a national banking association authorized to accept and execute trusts of the character herein set out, with its designated office and post office address located at 500 West Cypress Creek Road, Suite 460, Fort Lauderdale, Florida, 33309, Attention Corporate Trust Department, and joined in by the parties executing a joinder hereto. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the hereinafter defined Master Indenture or in the hereinafter defined District Development Interlocal Agreement.
WHEREAS, pursuant to the District Development Interlocal Agreement, the Issuer is currently serving as the “Issuer” within the meaning of the District Development Interlocal Agreement and Southern Grove Community Development District No. 1 is currently serving as the “Administration District” within the meaning of the District Development Interlocal Agreement; and
WHEREAS, pursuant to Resolution Nos. 2013-06 adopted by the Board and the respective Board of Supervisors of certain of the Other Districts on July 9, 2013 (the “Validation Resolution”), the Issuer has previously authorized the issuance, sale and delivery of not to exceed $610,000,000 of its Bonds in one or more Series, inclusive of its own District Infrastructure Bonds (as defined in the District Development Interlocal Agreement), which were authorized to be issued in one or more Series in an aggregate principal amount not exceeding $43,050,000, all as authorized under the Master Indenture; and
WHEREAS, the Issuer has entered into the Master Indenture with the Trustee to secure the issuance from time to time of its Bonds in one or more Series; and
WHEREAS, the District Development Interlocal Agreement and the Bonds were validated by final judgment of the Circuit Court in and for St. Lucie County, Florida on September 10, 2013, from which the time for taking an appeal has expired; and
WHEREAS, pursuant to the Validation Resolution, Resolution No. 2026-[  ] of the Issuer adopted on April 1, 2026 (the “Award Resolution”), and the authority delegated to it pursuant to the District Development Interlocal Agreement, the Issuer has determined that it is in the best interests of the Issuer to authorize the issuance, sale and delivery of its not to exceed $20,000,000 in aggregate principal amount of its Special Assessment Bonds, Series 2026 (Community Infrastructure) as a Series of Tax Exempt Bonds contemplated by the Master Indenture, and has ratified and confirmed the Master Indenture and authorized the execution and delivery of this Tenth Supplemental Indenture to secure the issuance of the 2026 Bonds (hereinafter defined) and to set forth the terms of the 2026 Bonds; and
WHEREAS, the Issuer will issue its Special Assessment Bonds, Series 2026 (Community Infrastructure) in the aggregate principal of $[	] (the “2026 Bonds”) and apply the proceeds of the 2026 Bonds, together with other legally available funds of the Issuer, to: (i) pay a portion of the Costs of the 2026 CI Project (hereinafter defined); (ii) pay interest coming due on the 2026 Bonds through November 1, 2026; (iii) make a deposit into the 2026 Reserve Account

1

(hereinafter defined) in an amount equal to the initial 2026 Reserve Account Requirement (hereinafter defined); and (iv) pay certain costs associated with the issuance of the 2026 Bonds; and
WHEREAS, the Board of the Issuer and the respective Board of Supervisors of the Other Districts have duly adopted resolutions (which are part of the hereinafter defined “Assessment Proceedings”), following public hearings conducted in accordance with the Act, where applicable, to establish and levy the Community Infrastructure Assessments as contemplated by the District Development Interlocal Agreement; and
WHEREAS, the [Board of the Issuer and the respective Board of Supervisors of Southern Grove Community Development District No. 2 (“District No. 2”), Southern Grove Community Development District No. 3 (“District No. 3”), Southern Grove Community Development District No. 4 (“District No. 4”), Southern Grove Community Development District No. 6 (“District No. 6”), Southern Grove Community Development District No. 7 (“District No. 7”), Southern Grove Community Development District No. 8 (“District No. 8”), Southern Grove Community Development District No. 9 (“District No. 9”) and Southern Grove Community Development District No. 10 (“District No. 10”)] additionally adopted a [joint] resolution (which is part of the Assessment Proceedings) specifically designating a portion of the Community Infrastructure Assessments as the 2026 CI Assessments (hereinafter defined) to be collected with respect to certain assessable District Lands [within a portion of the boundaries of the Issuer and a portion of the boundaries of each of District No. 2, District No. 3, District No. 4, District No. 6, District No. 7, District No. 8, District No. 9 and District No. 10] (the “2026 Assessment Area,” as more fully defined herein) and which specially benefit from the 2026 CI Project; and [NOTE: DISTRICTS IN ASSESSMENT AREA TO BE UPDATED]
WHEREAS, the 2026 Bonds will be payable from and secured by the 2026 CI Assessments imposed, levied and collected by the Issuer with respect to assessable property benefited by the 2026 CI Project and comprising the 2026 Assessment Area from time to time, which, together with the 2026 Pledged Funds and Accounts, will comprise the 2026 Trust Estate (hereinafter defined), which shall constitute a “Series Trust Estate” as defined in the Master Indenture; and
WHEREAS, the execution and delivery of the 2026 Bonds and of this Tenth Supplemental Indenture have been duly authorized by the Issuer and all things necessary to make the 2026 Bonds, when executed by the Issuer and authenticated by the Trustee, valid and binding legal obligations of the Issuer and to make this Tenth Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the 2026 Trust Estate have been done subject to the provisions set forth below with respect to portions of the 2026 Trust Estate which are held solely for the 2026 Bonds;
NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS TENTH SUPPLEMENTAL TRUST INDENTURE WITNESSETH:
That the Issuer, 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 2026 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, the 2026 Bonds Outstanding from time to time, according to their tenor and effect, and such other payments required to be made under the Master Indenture or

2

hereunder, and to further secure the observance and performance by the Issuer of all the covenants, expressed or implied in the Master Indenture, in this Tenth Supplemental Indenture and in the 2026 Bonds: (a) has executed and delivered this Tenth Supplemental Indenture and (b) 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 Issuer, 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, and, with respect to the 2026 Bonds only, the revenues derived by the Issuer from the 2026 CI Assessments and the 2026 Pledged Funds and Accounts (hereinafter defined) established hereby, which shall comprise a part of the 2026 Trust Estate securing the 2026 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 may otherwise be provided herein with respect to the 2026 Bonds, upon the terms and trusts in the Master Indenture set forth for the equal and proportionate benefit, security and protection of all and singular the present and future Owners of the 2026 Bonds issued or to be issued under and secured by this Tenth Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any one 2026 Bond over any other 2026 Bond by reason of priority in their issue, sale or execution;
PROVIDED FURTHER HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal and Redemption Price of the 2026 Bonds or any 2026 Bond of a particular maturity issued, secured and Outstanding under this Tenth Supplemental Indenture, and the interest due or to become due thereon, at the times and in the manner mentioned in the 2026 Bonds and this Tenth 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 Tenth 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 Tenth Supplemental Indenture, then upon such final payments, this Tenth Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all 2026 Bonds or any 2026 Bond of a particular maturity, otherwise this Tenth Supplemental Indenture shall remain in full force and effect;
THIS TENTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, and it is
expressly declared, that the 2026 Bonds issued and secured hereunder is 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 Tenth Supplemental Indenture), including this Tenth Supplemental Indenture, expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners, from time to time, of the 2026 Bonds, as follows:

3

ARTICLE I DEFINITIONS
SECTION 1.01. 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 or the District Development Interlocal Agreement are used with the same meaning herein (including the use of such terms in the recitals hereto and the granting clauses hereof) unless (i) expressly given a different meaning herein or (ii) the context clearly requires otherwise. In addition, unless the context clearly requires otherwise, the following terms used herein shall have the following meanings:
“Assessment Proceedings” shall mean the proceedings of the Issuer and the applicable Other Districts with respect to the establishment, levy and collection of the Community Infrastructure Assessments, including, but not limited to, Resolution Nos. 2013-02 and 2013-03 adopted by the Board and the respective Board of Supervisors of certain of the Other Districts on February 21, 2013, Resolution Nos. 2013-04 adopted by the Board and the respective Board of Supervisors of certain of the Other Districts on May 14, 2013, as amended and restated by Resolution Nos. 2013-07 adopted by the Board and the respective Board of Supervisors of certain of the Other Districts on July 9, 2013, and any supplemental proceedings undertaken by the Issuer and/or the applicable Other Districts with respect to the 2026 CI Assessments, including, but not limited to, Resolution Nos. 2026-[  ] and 2026-[  ] adopted by the Board and the respective Board of Supervisors of the Other Districts on March 4, 2026, Resolution Nos. 2026-[ ] adopted by the Board and the respective Board of Supervisors of the Other Districts on May 6, 2026, and [joint] Resolution No. 2026-[ ] adopted by [the Board of the Issuer and the respective Board of Supervisors of District No. 2, District No. 3, District No. 4, District No. 6, District No. 7, District No. 8, District No. 9 and District No. 10] [NOTE: DISTRICTS IN ASSESSMENT AREA TO BE DETERMINED] on May
6, 2026, and shall include the Assessment Report (hereinafter defined) and the Engineer’s Report (hereinafter defined).
“Assessment Report” shall mean, collectively, the “Amended, Restated and Updated Master Assessment Methodology Report for Public Infrastructure” dated July 9, 2013, as amended by the “Supplemental Assessment Methodology Report for Public Infrastructure” dated July 8, 2014, each prepared by Fishkind & Associates, Inc., as further amended by the “Third Supplemental Assessment Methodology for Public Infrastructure” dated August 1, 2019, prepared by Special District Services, Inc., as supplemented by the 2026 Supplemental Assessment Methodology Report.
“Award Resolution” shall mean Resolution No. 2026-[	] adopted by the Board on April 1,
2026.
“Bond Depository” shall mean the securities depository from time to time under Section 201
hereof, which may be the Issuer.
“Bond Participants” shall mean those broker-dealers, banks and other financial institutions from time to time for which the Bond Depository holds 2026 Bonds as securities depository.
“Bond Resolution” shall mean, collectively, the Validation Resolution and the Award Resolution.

4

“Community Infrastructure Operation and Maintenance Assessments” shall mean the Community O&M Infrastructure Maintenance Assessments within the meaning of the District Development Interlocal Agreement, consisting of non-ad valorem special assessments levied by the Issuer and the Other Districts within their respective boundaries on assessable property within their respective boundaries for the operation and maintenance of Community Infrastructure and collected by the Administration District, all in accordance with the District Development Interlocal Agreement and other applicable law.
“Continuing Disclosure Agreement” shall mean that certain Continuing Disclosure Agreement dated May [   ], 2026 and executed by the Issuer and the other parties named therein in connection with the 2026 Bonds.
“Date of Completion” shall have the meaning ascribed thereto in the Master Indenture and shall additionally mean, with respect to the 2026 CI Project, notwithstanding anything to the contrary in the Master Indenture, the date on which all of the proceeds of the 2026 Bonds on deposit in the 2026 Acquisition and Construction Account and investment earnings thereon, have been fully disbursed therefrom.
“Delinquent Assessment Interest” shall mean 2026 CI Assessment Interest deposited by the Issuer with the Trustee on or after May 1 of the year in which such 2026 CI Assessment Interest has, or would have, become delinquent under State law or the Assessment Proceedings applicable thereto, and, in the case of 2026 CI Assessment Interest that is billed directly by the Issuer, any installment of 2026 CI Assessment Interest that is not paid by the applicable Interest Payment Date with respect to which it has been billed.
“Delinquent Assessment Principal” shall mean 2026 CI Assessment Principal deposited by the Issuer with the Trustee on or after May 1 of the year in which such 2026 CI Assessment Principal has, or would have, become delinquent under State law or the Assessment Proceedings applicable thereto and, in the case of 2026 CI Assessment Principal that is billed directly by the Issuer, any installment of 2026 CI Assessment Principal that is not paid by the applicable Interest Payment Date with respect to which it has been billed.
“Delinquent Assessments” shall mean, collectively, Delinquent Assessment Interest and Delinquent Assessment Principal.
“District Development Interlocal Agreement” shall have the meaning ascribed thereto in the Master Indenture, as such agreement has been amended by that certain First Amendment dated November 15, 2019, among the Issuer and certain of the Other Districts, and as joined in by certain of the Other Districts pursuant to the Joinder dated December 7, 2022.
“DTC” shall mean The Depository Trust Company, New York, New York, and its successors and assigns.
“Engineer’s Report” shall mean, collectively, the “Second Amended and Restated Master Engineer’s Report for Public Infrastructure Improvements” dated July 9, 2013, as amended by the “Supplemental Master Engineer’s Report for Public Infrastructure Improvements” dated July 8, 2014 and the “Supplement to Master Engineer’s Report for Public Infrastructure Improvements” dated August 1, 2019, each prepared by Arcadis U.S., Inc., as amended from time to time, and as supplemented by the 2026 Supplemental Engineer’s Report.
5

“Indenture” shall mean, collectively, the Master Indenture and this Tenth Supplemental Indenture, as same may be amended from time to time.
“Interest Payment Date” shall mean each November 1 and May 1, commencing November 1,
2026.
“Majority Owners” shall mean, notwithstanding anything to the contrary in the Master
Indenture, the Beneficial Owners of more than fifty percent (50%) of the Outstanding principal amount of the 2026 Bonds.
“Master Indenture” shall mean the Master Trust Indenture dated December 17, 2014 between the Issuer and the Trustee, as same may be amended from time to time in compliance herewith.
“Nominee” shall mean the nominee of the Bond Depository, which may be the Bond Depository, as determined from time to time pursuant to this Tenth Supplemental Indenture.
“Quarterly Redemption Date” shall mean each February 1, May 1, August 1, and November
1.
“Substantially Absorbed” shall mean the date when at least ninety percent (90%) of the
principal portion of the 2026 CI Assessments have been assigned to properties within the 2026 Assessment Area in accordance with the Assessment Proceedings and such properties have received a certificate of occupancy.
“Uniform Method” shall mean the uniform method for the levy, collection and enforcement of non-ad valorem assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, and any amendments thereto, and any successor statutes thereto.
“Validation Resolution” shall mean Resolution Nos. 2013-06 adopted by the Board and the respective Board of Supervisors of certain of the Other Districts on July 9, 2013.
“2026 Assessment Area” shall mean the area referenced in [joint] Resolution No. 2026-[   ] adopted on May 6, 2026 by [the Board of the Issuer and the respective Board of Supervisors of, District No. 2, District No. 3, District No. 4, District No. 6, District No. 7, District No. 8, District No. 9 and District No. 10][NOTE: DISTRICTS IN ASSESSMENT AREA TO BE DETERMINED]
as part of the Assessment Proceedings, as same may be amended from time to time in connection with the 2026 CI Assessments, which is comprised of a portion of the assessable District Lands in the boundaries of [the Issuer, District No. 2, District No. 3, District No. 4, District No. 6, District No. 7, District No. 8, District No. 9 and District No. 10], respectively, subject to the 2026 CI Assessments from time to time pursuant to the Assessment Proceedings and as more fully described in the 2026 Supplemental Assessment Methodology Report.
“2026 CI Assessment Interest” shall mean the interest on the 2026 CI Assessments which is pledged to the 2026 Bonds.
“2026 CI Assessment Principal” shall mean the amount of 2026 CI Assessments received by the Issuer which is used to pay the principal of, and Amortization Installments on, the 2026 Bonds, other than applicable Delinquent Assessment Principal and 2026 Prepayment Principal.

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“2026 CI Assessment Revenues” or “2026 CI Pledged Revenues” shall mean all revenues derived by the Issuer from the 2026 CI Assessments, including proceeds from any foreclosure of the lien of Delinquent Assessments and any statutory interest on the Delinquent Assessments collected by the Issuer in excess of the rate of interest on the 2026 Bonds.
“2026 CI Assessments” shall mean the portion of the Community Infrastructure Assessments levied and to be collected in connection with the 2026 CI Project and the 2026 Bonds pursuant to the Assessment Proceedings with respect to the assessable District Lands in the 2026 Assessment Area from time to time, and which correspond to the debt service on the 2026 Bonds. 2026 CI Assessments do not include any Community Infrastructure Operation and Maintenance Assessments.
“2026 CI Project” shall mean public infrastructure, improvements and facilities comprising Community Infrastructure, more fully described in the 2026 Supplemental Engineer’s Report, and, subject to the provisions of Section 403(b) hereof relating to obtaining an opinion of Bond Counsel, other components of Community Infrastructure described in a future supplement to the Engineer’s Report.
“2026 Investment Securities” shall mean and include any of the following securities, if and to the extent that such securities are legal investments for funds of the Issuer:
Government Obligations that have a maturity of not more than three hundred sixty-five (365) days from the date of acquisition;
commercial paper of any entity formed under the laws of the United States of America or any state thereof (having maturities of not more than 270 days) and which commercial paper has a short term rating at the time of purchase of at least “A-1” by S&P and “P-1” by Moody’s;
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, the interest on which is exempt from federal income taxation under Section 103 of the Code with maturities of not more than three hundred sixty-five (365) days, and which short term obligations are rated at least “A-1” by S&P and “P-1” by Moody’s 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 such funds by both Moody’s and S&P at the time of purchase (Aaa-mf and AAAm, respectively), and (B) shares of money market mutual funds 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 at the time of purchase (Aaa-mf and AAAm), respectively;

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commercial paper of any entity formed under the laws of the United States of America or any state thereof (having maturities of not more than 270 days) and which commercial paper has a short term rating at the time of purchase of at least “A-1” by S&P and “P-1” by Moody’s;
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 “AAAm” (without regard to gradation) by S&P or at least “Aaa-mf” by Moody’s; and
deposits, (including money market deposit accounts), Federal funds or bankers’ acceptances (with term to maturity of 270 days or less) of any bank, which bank at the time of deposit, has its short term unsecured, uninsured and unguaranteed obligations rated at least “A-1” by S&P or “P-1” by Moody’s.
The direction of the Issuer to invest in any investment constitutes a representation upon which the Trustee may conclusively rely that such investment is permitted hereunder and is permitted under applicable law.
“2026 Pledged Funds and Accounts” shall mean the Funds and Accounts established hereby (except for the 2026 Rebate Account) subject to the terms and provisions hereof.
“2026 Prepayment Principal” shall mean the excess amount of 2026 CI Assessment Principal received by the Issuer over the 2026 CI Assessment Principal included within an Assessment appearing on any outstanding and unpaid bill, whether or not mandated to be prepaid in accordance with the Assessment Proceedings, which shall be identified by the Issuer to the Trustee as such in writing upon deposit. Anything herein or in the Master Indenture to the contrary notwithstanding, the term 2026 Prepayment Principal shall not mean the proceeds of any Refunding Bonds or other borrowing of the Issuer.
“2026 Reserve Account Requirement” shall mean an amount equal to 50% of the Maximum Annual Debt Service Requirement for the Outstanding 2026 Bonds (as hereinafter determined) as of the time of any such calculation. For purposes of the foregoing calculation, notwithstanding anything to the contrary in the Master Indenture or herein, the determination of the “Outstanding 2026 Bonds” shall take into account any redemptions of 2026 Bonds to be made on the next succeeding redemption date immediately following the calculation date. Upon the initial issuance of the 2026 Bonds, the 2026 Reserve Account Requirement is $[	], which does not exceed the least of (a) 125% of the average annual Debt Service for all Outstanding 2026 Bonds calculated as of the date of original issuance thereof or (b) 10% of the issue price of the 2026 Bonds calculated as of the date of original issuance thereof. The calculation and recalculation of the 2026 Reserve Account Requirement shall be at the times set forth in Section 4.05 hereof.
“2026 Supplemental Assessment Methodology Report” shall mean the “Ninth Supplemental Assessment Methodology for 2026 Bonds” dated [	], 2026 prepared by Special District Services, Inc., as same may be amended from time to time in connection with the 2026 CI Assessments.

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“2026 Supplemental Engineer’s Report” shall mean the “Supplemental Engineer’s Report 2026 Bonds” dated [	], 2026 prepared by Culpepper & Terpening, Inc., as same may be amended and supplemented from time to time.
“2026 Trust Estate” shall mean, collectively, the 2026 CI Pledged Revenues and the 2026 Pledged Funds and Accounts.
ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF 2026 BONDS
SECTION 2.01. Authorization of 2026 Bonds; Book-Entry Only Form. The 2026 Bonds are hereby authorized to be issued in one Series of Tax Exempt Bonds in the aggregate principal amount of $[	] for the purposes enumerated in the recitals hereto to be designated “Southern Grove Community Development District No. 5 Special Assessment Bonds, Series 2026 (Community Infrastructure).” The 2026 Bonds shall be substantially in the form set forth as Exhibit A to this Tenth Supplemental Indenture. Each 2026 Bond shall bear the designation “2026R” and shall be numbered consecutively from 1 upwards.
The 2026 Bonds shall be initially issued in the form of a separate single certificated fully registered 2026 Bond for each maturity thereof. Upon initial issuance, the ownership of each such 2026 Bond shall be registered in the registration books kept by the 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 2026 Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as Nominee of DTC.
With respect to 2026 Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as Nominee of DTC, the Issuer, the Trustee, the 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 Issuer, the Trustee, the 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 2026 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 Registrar, of any notice with respect to the 2026 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 Registrar, of any amount with respect to principal of, premium, if any, or interest on the 2026 Bonds. The Issuer, the Trustee, the Registrar and the Paying Agent may treat and consider the person in whose name each 2026 Bond is registered in the registration books kept by the Registrar as the absolute owner of such 2026 Bond for the purpose of payment of principal, premium and interest with respect to such 2026 Bond, for the purpose of giving notices of redemption and other matters with respect to such 2026 Bond, for the purpose of registering transfers with respect to such 2026 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the 2026 Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the 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 Issuer’s obligations with respect to payment of principal of, premium, if any, and interest on the 2026 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 Registrar, shall receive a certificated 2026 Bond evidencing the

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obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the Issuer 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 Tenth Supplemental Indenture shall refer to such new Nominee of DTC; and upon receipt of such a notice the Issuer shall promptly deliver a copy of the same to the Trustee, Registrar and the Paying Agent.
Upon receipt by the Trustee or the Issuer of written notice from DTC: (i) confirming that DTC has received written notice from the Issuer to the effect that a continuation of the requirement that all of the Outstanding 2026 Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as Nominee of DTC, is not in the best interest of the beneficial owners of the 2026 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 upon reasonable and customary terms, the 2026 Bonds shall no longer be restricted to being registered in the registration books kept by the 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 2026 Bonds shall designate, in accordance with the provisions hereof.
SECTION 2.02. Terms of 2026 Bonds. The 2026 Bonds shall be issued as [   ] ([ ]) Term Bonds. The 2026 Bonds shall bear interest at the fixed interest rates per annum and shall mature in the amounts and on the dates set forth below:
Year	Principal Amount	Interest Rate

SECTION 2.03. Dating; Interest Accrual. Each 2026 Bond shall be dated its date of initial issuance and delivery. Each 2026 Bond also shall bear its date of authentication. Each 2026 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 2026 Bond has been paid, in which event such 2026 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the 2026 Bonds, in which event, such 2026 Bond shall bear interest from its date. Interest on the 2026 Bonds shall be due and payable on each May 1 and November 1, commencing November 1, 2026, and shall be computed on the basis of a 360-day year of twelve 30-day months.
SECTION 2.04. Denominations. The 2026 Bonds shall be issued in Authorized Denominations.
SECTION 2.05. Paying Agent. The Issuer appoints the Trustee as the Paying Agent for the 2026 Bonds.
SECTION 2.06.	Registrar.  The Issuer appoints the Trustee as Registrar for the 2026
Bonds.
SECTION 2.07.	Conditions Precedent to Issuance of 2026 Bonds.	In addition to
complying with the applicable requirements set forth in Section 3.01 of the Master Indenture in

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connection with the issuance of the 2026 Bonds, all of the 2026 Bonds shall be executed by the Issuer for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the further receipt by the Trustee of:
Certified copies of the Assessment Proceedings approved as of the date of issuance of the 2026 Bonds;
Executed copies of the Master Indenture and this Tenth Supplemental Indenture;
The opinions required by Section 3.01 of the Master Indenture;
A certificate of a Responsible Officer to the effect that, upon the authentication and delivery of the 2026 Bonds, the Issuer will not be in default in the performance of the terms and provisions of the Master Indenture or this Tenth Supplemental Indenture; and
A certified copy of the final judgment of validation in respect of the Bonds together with a certificate of no appeal.
Payment to the Trustee of $[	], representing the net proceeds of the sale of the 2026 Bonds, shall conclusively evidence the foregoing conditions precedent have been met to the satisfaction of the Issuer and the underwriter of the 2026 Bonds.
ARTICLE III REDEMPTION OF 2026 BONDS
SECTION 3.01. Bonds Subject to Redemption; Notice. The 2026 Bonds are subject to redemption prior to maturity as provided in the respective form thereof set forth as Exhibit A to this Tenth Supplemental Indenture.
Interest on 2026 Bonds which are called for redemption shall be paid on the applicable redemption date from the 2026 Interest Subaccount corresponding to the 2026 Bonds to be called or from the 2026 Revenue Account to the extent monies in the 2026 Interest Subaccount are insufficient for such purpose. Moneys in the 2026 Optional Redemption Subaccount shall be applied in accordance with Section 504(e) of the Master Indenture to the optional redemption of the 2026 Bonds.
Notwithstanding anything in the Master Indenture or this Tenth Supplemental Indenture to the contrary, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the Issuer if expressly set forth in such notice.
ARTICLE IV
DEPOSIT OF PROCEEDS OF 2026 BONDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
SECTION 4.01. Establishment of Accounts. The following Accounts and subaccounts therein are hereby established for the 2026 Bonds.

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There are hereby established within the Acquisition and Construction Fund held by the Trustee a 2026 Acquisition and Construction Account.
There is hereby established within the Costs of Issuance Fund held by the Trustee a 2026 Costs of Issuance Account.
There are hereby established within the Debt Service Fund held by the Trustee: (i) a 2026 Debt Service Account and, therein a 2026 Sinking Fund Subaccount, a 2026 Interest Subaccount, a 2026 Capitalized Interest Subaccount and (ii) a 2026 Redemption Account, and, therein, a 2026 Prepayment Subaccount and a 2026 Optional Redemption Subaccount.
There is hereby established within the Revenue Fund held by the Trustee a 2026 Revenue Account.
There is hereby established within the Reserve Fund held by the Trustee a 2026 Reserve Account.
There is hereby established within the Rebate Fund held by the Trustee a 2026 Rebate Account.
SECTION 4.02.  Use of Proceeds of the 2026 Bonds. The net proceeds of sale of the 2026 Bonds of $[   ] (consisting of $[	] principal amount of the 2026 Bonds, less underwriter’s discount of $[	]), [plus][less][net] original issue [premium][discount] in the amount of
$[	] (the “2026 Proceeds”), shall, as soon as practicable upon the delivery thereof to the Trustee by the Issuer pursuant to Section 3.02 of the Master Indenture, be applied as shown below.
$[	] of the 2026 Proceeds shall be deposited to the 2026 Costs of Issuance Account;
$[	] of the 2026 Proceeds shall be deposited to the 2026 Capitalized Interest Subaccount;
$[	] of the 2026 Proceeds shall be deposited to the 2026 Acquisition and Construction Account to be applied to pay Costs of the 2026 CI Project as provided in Section 4.03 hereof; and
$[	] of the 2026 Proceeds, representing the initial 2026 Reserve Account Requirement, shall be deposited to the 2026 Reserve Account.
SECTION 4.03.	2026 Acquisition and Construction Account.
Amounts on deposit in the 2026 Acquisition and Construction Account shall be applied from time to time to pay Costs of the 2026 CI Project upon compliance with the requisition provisions set forth in Section 4.02 of the Master Indenture and pursuant to the form of requisition attached hereto as Exhibit B.
Notwithstanding anything to the contrary in the Master Indenture, upon the Date of Completion of the 2026 CI Project, any balance remaining in the 2026 Acquisition and Construction Account not needed to pay any accrued but unpaid Costs of the 2026 CI Project which are required

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to be reserved in the 2026 Acquisition and Construction Account in accordance with the certificate of the Consulting Engineer establishing such Date of Completion shall, at the written direction of a Responsible Officer of the Issuer (i) first be transferred to and deposited in the 2026 Rebate Account in the amount, and to the extent necessary, so the amount on deposit therein equals the accrued rebate obligation under Section 148(f) of the Code, if the Trustee has received a certification from the Issuer detailing the amount of such obligation to be deposited and (ii) the balance, if any, shall be transferred to the 2026 Prepayment Subaccount to be used for the extraordinary mandatory redemption of 2026 Bonds as provided herein and therein, or, upon the Issuer obtaining an opinion of Bond Counsel addressed to the Issuer and the Trustee, with a copy provided to the Trustee, to the effect that such application will not adversely affect the tax-exempt status of the 2026 Bonds, applied to pay the Cost of a Series Project or Additional Series Project comprising Community Infrastructure other than the 2026 CI Project, as shall be directed in writing by a Responsible Officer of the Issuer. When there remain no monies on deposit in the 2026 Acquisition and Construction Account, such Account shall be closed. The Trustee shall have no duty to monitor whether the Date of Completion has occurred.
Amounts on deposit in the 2026 Capitalized Interest Subaccount shall, until and including November 1, 2026 be transferred into the 2026 Interest Subaccount and applied to the payment of interest first coming due on the 2026 Bonds. Any amounts remaining in the 2026 Capitalized Interest Subaccount after November 1, 2026 shall be transferred into the 2026 Acquisition and Construction Account, whereupon the 2026 Capitalized Interest Subaccount shall be closed.
Anything in the Master Indenture or herein to the contrary notwithstanding, the Issuer hereby acknowledges that (i) the 2026 Pledged Funds and Accounts include, without limitation, all amounts on deposit in the 2026 Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, (ii) upon the occurrence of an Event of Default with respect to the 2026 Bonds, the 2026 Pledged Funds and Accounts may not be used by the Issuer (whether to pay costs of the 2026 CI Project or otherwise) without the consent of the Majority Owners, except to the extent that prior to the occurrence of the Event of Default the Issuer or the Administration District had incurred a binding obligation with third parties for work on the 2026 CI Project and payment is for such work, as evidenced in a written certificate of a Responsible Officer to the Trustee, and (iii) upon the occurrence of an Event of Default with respect to the 2026 Bonds, the 2026 Pledged Funds and Accounts may be used by the Trustee and/or the Issuer or the Administration District, to the extent acting individually or jointly, to pursue remedies, at the direction 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, as supplemented hereby, provided such action does not adversely impact the tax-exempt status of the 2026 Bonds. After the occurrence of an Event of Default, neither the Issuer nor the Administration District shall enter into any binding agreement to expend any amounts included in the 2026 Trust Estate unless authorized in writing by the Majority Owners.
Notwithstanding anything to the contrary in the Master Indenture, as previously supplemented, the term “Date of Completion” with respect to the 2026 CI Project shall be deemed to mean the date on which the 2026 Acquisition and Construction Account is closed.
SECTION 4.04.	2026 Costs of Issuance Account. The amount deposited in the 2026 Costs of Issuance Account shall, at the written direction of a Responsible Officer to the Trustee, be used to

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pay the costs of issuance relating to the 2026 Bonds pursuant to the requisition in the form attached hereto as Exhibit C. Amounts in the 2026 Costs of Issuance Account not used to pay costs of issuance of the 2026 Bonds and for which there is not then a pending requisition held by the Trustee shall be transferred not later than 180 days after the issuance of the 2026 Bonds to the 2026 Interest Subaccount and the 2026 Costs of Issuance Account shall be closed once any pending requisitions have been paid.
SECTION 4.05. 2026 Reserve Account. Amounts on deposit in the 2026 Reserve Account shall be used, except as otherwise provided in the Indenture, only for the purpose of making payments into the 2026 Interest Subaccount and the 2026 Sinking Fund Subaccount to pay the Debt Service Requirements on the 2026 Bonds, when due, to the extent the moneys on deposit in such subaccounts therein and available therefor are insufficient and for no other purpose. Such 2026 Reserve Account shall consist only of cash and 2026 Investment Securities.
Anything herein or in the Master Indenture to the contrary notwithstanding, simultaneously with deposit by the Trustee of 2026 Prepayment Principal into the 2026 Prepayment Subaccount, the Trustee is hereby authorized and directed to recalculate the 2026 Reserve Account Requirement and to transfer any resulting excess on deposit in the 2026 Reserve Account, if there is no Event of Default, into the 2026 Prepayment Subaccount, to be used for the extraordinary mandatory redemption of 2026 Bonds as provided for therein.
The Trustee, on or before the forty-fifth day (or if such day is not a Business Day, on the Business Day next preceding such day) next preceding each Quarterly Redemption Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2026 Reserve Account and shall promptly notify the Issuer of the amount of any deficiency or surplus as of such date in such account. The Issuer shall immediately pay the amount of any deficiency to the Trustee, for deposit in such account, from the first legally available sources of the Issuer. Any surplus in the 2026 Reserve Account shall, if the Trustee does not have knowledge of an Event of Default, be deposited into 2026 Prepayment Subaccount, to be used for the extraordinary mandatory redemption of 2026 Bonds as provided for therein.
The foregoing three paragraphs shall be subject in all respects to the provisions of Section 4.08(g) hereof providing for the treatment of investment earnings on amounts on deposit in the 2026 Reserve Account when determining excess amounts or surplus on deposit in the 2026 Reserve Account.
On the earliest date on which there is on deposit in the 2026 Reserve Account sufficient cash, taking into account other monies available therefor, to pay and redeem all of the Outstanding 2026 Bonds, together with accrued interest and redemption premium, if any, on such 2026 Bonds to the earliest date of redemption permitted therein and herein, then the Trustee shall transfer the amount on deposit in the 2026 Reserve Account into the 2026 Prepayment Subaccount in the 2026 Redemption Account to pay and redeem all of the Outstanding 2026 Bonds on the earliest date permitted for redemption therein and herein.
The Issuer may provide that the 2026 Reserve Account Requirement required to be on deposit in the 2026 Reserve Account shall be satisfied, all or in part, by obtaining a Debt Service Reserve Account Facility. At any time after the issuance of the 2026 Bonds, the Issuer may withdraw any or all of the amount of money on deposit in the 2026 Reserve Account and substitute

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in its place a Debt Service Reserve Account Facility in the face amount of such withdrawal and such withdrawn moneys shall, after payment of the premium for such Debt Service Reserve Account Facility, be transferred to the 2026 Prepayment Subaccount and applied to the redemption of 2026 Bonds, or, upon the Issuer obtaining an opinion of Bond Counsel to the effect that such application will not adversely affect the tax-exempt status of the 2026 Bonds, be used for any other lawful purpose of the Issuer.
SECTION 4.06.	Amortization Installments.
The Amortization Installments established for the 2026 Bonds shall be as set forth in the final form of the 2026 Bonds.
Upon any redemption of 2026 Bonds (other than 2026 Bonds redeemed in accordance with scheduled Amortization Installments and other than 2026 Bonds redeemed at the direction of the Issuer accompanied by a cash flow certificate as required by Section 7.04(b) of the Master Indenture), the Issuer shall cause to be recalculated and delivered to the Trustee revised Amortization Installments recalculated so as to amortize the Outstanding 2026 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the 2026 Bonds.
SECTION 4.07. Tax Covenants. With respect to the 2026 Bonds, the Issuer shall comply with the following tax covenants in addition to those set forth in the Master Indenture and the matters set forth in the Federal Tax Certificate to be executed and delivered by the Issuer in connection with the issuance of the 2026 Bonds:
Notwithstanding anything to the contrary contained in the Master Indenture, the Issuer covenants with the Holders of the 2026 Bonds that it shall comply with the requirements of Code necessary to maintain the exclusion of interest on the 2026 Bonds from gross income for purposes of federal income taxation, including the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code, and, in particular, that it shall not make or direct the making of any investment or other use of proceeds of such 2026 Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the interest on such 2026 Bonds to be or become subject to federal income taxation, nor shall it fail to do any act which is necessary to prevent such interest from becoming subject to federal income taxation. The Issuer further covenants that neither the Issuer nor any other person under its control or direction will make any investment or other use of the proceeds of the 2026 Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the 2026 Bonds to be “private activity bonds” as that term is defined in Section 141 of the Code (or any successor provision thereto), or “arbitrage bonds” as that term is defined in Section 148 of the Code (or any successor provision thereto) and that it will comply with such sections of the Code throughout the term of the 2026 Bonds.

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SECTION 4.08.	Application of Revenues and Investment Earnings.
The Trustee shall deposit into the 2026 Revenue Account any and all amounts required to be deposited therein by this Section 4.08 or by any other provision of the Master Indenture or this Tenth Supplemental Indenture, and any other amounts or payments specifically designated by the Issuer pursuant to a written direction or by a Supplemental Indenture for said purpose. The 2026 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 Issuer and/or the Administration District shall deposit 2026 CI Assessment Revenues with the Trustee promptly upon receipt, together with a written accounting from the Issuer and/or the Administration District, setting forth the amounts of such 2026 CI Assessment Revenues in the following categories which shall be deposited by the Trustee as follows:
2026 Prepayment Principal, which shall be deposited into the 2026 Prepayment Subaccount, pro rata, based on the Outstanding principal amount of each of the 2026 Bonds, respectively, divided by the total Outstanding principal amount of the 2026 Bonds; and
all other 2026 CI Assessment Revenues, which shall be deposited into the 2026 Revenue Account and applied as provided in Sections 4.08(d) through (g) hereof.
Monies other than 2026 CI Assessment Revenues, shall, at the written direction of the Issuer be deposited into the 2026 Optional Redemption Subaccount and used to pay the principal of and premium, if any, on 2026 Bonds called or to be called for optional redemption at the written direction of the Issuer in accordance with the provisions for optional redemption of 2026 Bonds as set forth in the form of 2026 Bonds attached hereto.
On the forty-fifth (45th) day preceding each Quarterly Redemption Date (or if such forty-fifth 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 2026 Prepayment Subaccount, and, if the balance therein is greater than zero, and provided sufficient amounts are on deposit in the 2026 Revenue Account to make the payments due on the 2026 Bonds on the next Quarterly Redemption Date as contemplated by this Section 4.08, shall transfer from the 2026 Revenue Account for deposit into the 2026 Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to the nearest highest integral multiple of $5,000 (which transfer shall be at the written direction of a Responsible Officer), and shall thereupon give notice and cause the extraordinary mandatory redemption of 2026 Bonds as herein provided on the next succeeding Quarterly Redemption Date in the maximum aggregate principal amount for which moneys are then on deposit in the 2026 Prepayment Subaccount in accordance with the provisions for extraordinary mandatory redemption of such 2026 Bonds set forth in the form of 2026 Bond attached hereto, Section 3.01 hereof, and Article VII of the Master Indenture. The accrued interest on any principal being so prepaid will be paid from the 2026 Interest Subaccount.
On each May 1 and November 1 through and including November 1, 2026 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such May 1 or November 1), the Trustee shall first transfer from the 2026 Capitalized Interest Subaccount to the 2026 Interest Subaccount the lesser of (x) the amount of interest coming due on the 2026 Bonds on

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such Interest Payment Date, less the amount already on deposit therein, or (y) the amount remaining in the 2026 Capitalized Interest Subaccount.
Following the foregoing transfers, on each May 1 or November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such May 1 or November 1), the Trustee shall then transfer from the amounts on deposit in the 2026 Revenue Account to the Funds and Accounts designated below, in the following amounts, at the following times, and in the following order of priority:
FIRST, no later than each May 1 or November 1, as applicable (or if such date is not a Business Day, on the Business Day next preceding such date), from the 2026 Revenue Account to the 2026 Interest Subaccount of the 2026 Debt Service Account, an amount equal to the amount of interest payable on all 2026 Bonds then Outstanding on such May 1 or November 1, less any amount transferred from the 2026 Capitalized Interest Subaccount in accordance with Section 403(c) hereof and less any other amount already on deposit in the 2026 Interest Subaccount not previously credited;
SECOND, no later than each May 1, beginning May 1, 2027 (or if such date is not a Business Day, on the Business Day next preceding such date), to the 2026 Sinking Fund Subaccount, the amount, if any, equal to the difference between the Amortization Installments of all 2026 Bonds subject to mandatory sinking fund redemption on such May 1, and the amount already on deposit in the 2026 Sinking Fund Subaccount not previously credited;
THIRD, no later than each May 1 or November 1, as applicable (or if such date is not a Business Day, on the Business Day next preceding such date), to the 2026 Reserve Account, the amount, if any, which is necessary to restore the amount on deposit therein to the 2026 Reserve Account Requirement with respect to the 2026 Bonds; and
FOURTH, the balance shall be retained in the 2026 Revenue Account.
Anything herein to the contrary notwithstanding, it shall not, a fortiori, constitute an Event of Default hereunder if the full amount of the foregoing deposits is not made due to an insufficiency of funds therefor.
On any date required, the Issuer shall give the Trustee written direction, and the Trustee shall, transfer from the 2026 Revenue Account to the 2026 Rebate Account 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 Tax Regulatory Covenants.
On or after each November 2, the balance on deposit in the 2026 Revenue Account as of such November 2 shall be applied first, to restore any deficiency in the 2026 Reserve Account and the balance, if any, shall next be transferred to the Issuer at the written direction of the Issuer to be used for any lawful District purpose; provided, however, that on the date of such proposed transfer to the Issuer, the Trustee’s fees and expenses shall first be brought current if not then current and the Trustee shall not have actual knowledge that an Event of Default has occurred and is continuing.
(i) Anything herein or in the Master Indenture to the contrary notwithstanding, monies in the Funds and Accounts held as security for the 2026 Bonds shall be invested only in 2026
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Investment Securities. Earnings on the 2026 Interest Subaccount and the 2026 Capitalized Interest Subaccount shall be retained, as realized, in such subaccount and used for the purpose of such subaccount, as applicable.
Earnings in the 2026 Acquisition and Construction Account shall be retained in such Account, unless the Date of Completion of the 2026 CI Project has occurred, in which case such amounts shall be applied as provided for in Section 4.03(b) hereof. Earnings on investments in the Funds and Accounts, other than the 2026 Reserve Account, and other than as set forth above, shall be deposited, as realized, to the credit of the 2026 Revenue Account and used for the purpose of such Account.
Earnings on investments in the 2026 Reserve Account shall be disposed of as follows:
if there was no deficiency (as defined in Section 5.04 of the Master Indenture) in the 2026 Reserve Account as of the most recent date on which amounts on deposit in such 2026 Reserve Account were valued by the Trustee, and if no withdrawals have been made from such 2026 Reserve Account since such date which have created a deficiency, then earnings on investments in the 2026 Reserve Account shall be deposited into the 2026 Capitalized Interest Subaccount through November 1, 2026, and, thereafter shall be deposited into the 2026 Revenue Account and used for the purpose of such Account; and
if as of the last date on which amounts on deposit in the 2026 Reserve Account were valued by the Trustee there was a deficiency (as defined in Section 5.04 of the Master Indenture), or if after such date withdrawals have been made from the 2026 Reserve Account and have created such a deficiency, then earnings on investments in the 2026 Reserve Account shall be deposited into the 2026 Reserve Account until the amount on deposit therein or credited thereto is equal to the 2026 Reserve Account Requirement and thereafter shall be deposited into the 2026 Capitalized Interest Subaccount through November 1, 2026, and, thereafter shall be deposited into the 2026 Revenue Account and used for the purpose of such Account.
Notwithstanding the foregoing, prior to any transfers being made pursuant to this Section 4.08(g)(iii), transfers shall first be made to the credit of the 2026 Rebate Account in the amount, and to the extent necessary, so the amount on deposit therein equals the accrued rebate obligation under Section 148(f) of the Code, if the Trustee has received a certification from the Issuer detailing the amount of such obligation to be deposited.
ARTICLE V CONCERNING THE TRUSTEE
SECTION 5.01. Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this Tenth Supplemental Indenture and agrees to perform such trusts upon the terms and conditions set forth in the Master Indenture.
SECTION 5.02. Limitation of Trustee’s Responsibility. The Trustee shall not be responsible in any manner for the due execution of this Tenth Supplemental Indenture by the Issuer or for the recitals contained herein, all of which are made solely by the Issuer. Subject to Section
10.04 of the Master Indenture, the Issuer agrees, with respect to the 2026 Bonds, to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to the

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Trustee, including without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
SECTION 5.03. Trustee’s Duties; Removal of Trustee. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlements inuring to the Trustee under the Master Indenture, including, particularly, Article X thereof.
SECTION 5.04. Brokerage Confirmations. The Issuer acknowledges that to the extent regulation of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Trustee under the Indenture.
ARTICLE VI ADDITIONAL INDEBTEDNESS
SECTION 6.01.	Additional Indebtedness.
While any 2026 Bonds are Outstanding, other than Bonds issued to refund the then Outstanding 2026 Bonds, the issuance of which results in net present value debt service savings, the Issuer (or the entity then serving as the “Issuer” under the District Development Interlocal Agreement) shall not, while any 2026 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the 2026 Trust Estate. The Issuer further covenants, and the applicable Other Districts agree, by joinder hereto, that so long as the 2026 Bonds are Outstanding, they will not impose Assessments for capital projects on any property in the 2026 Assessment Area then subject to the 2026 CI Assessments, without the written consent of the Majority Owners, unless the 2026 CI Assessments have been Substantially Absorbed. The Trustee is entitled to assume that the 2026 CI Assessments have not been Substantially Absorbed absent delivery to the Trustee of a certificate of a Responsible Officer of the Issuer to the contrary on which the Trustee may conclusively rely.
The foregoing shall not preclude (i) the imposition of Assessments for capital projects comprising Public Infrastructure (and the issuance of Bonds or other obligations in connection therewith) on District Lands in the 2026 Assessment Area then subject to the 2026 CI Assessments which are necessary, as determined by the Issuer (or the entity then serving as the “Issuer” under the District Development Interlocal Agreement), for health, safety or welfare reasons or to remediate a natural disaster; (ii) the Issuer (or the entity then serving as the “Issuer” under the District Development Interlocal Agreement) or any of the Other Districts from issuing Bonds pursuant to the Master Indenture to finance District Infrastructure payable from Assessments levied on property outside the 2026 Assessment Area; or (iii) the Issuer and any of the Other Districts from levying non-ad valorem special assessments, including Community Infrastructure Operation and Maintenance Assessments, on the same property in the 2026 Assessment Area then subject to the 2026 CI Assessments to provide for the administrative expenses of the Districts in which such property is located, the operation and maintenance expenses relating to Community Infrastructure (including the 2026 CI Project), or the operation and maintenance expenses relating to District Infrastructure serving property in the Districts, including property, if any, in the 2026 Assessment Area.

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ARTICLE VII
COVENANTS OF THE ISSUER; MISCELLANEOUS
SECTION 7.01.	Matters Related to Master Indenture; Miscellaneous.
The first paragraph of Section 14.06 of the Master Indenture is hereby supplemented to read as follows with respect to the 2026 Bonds: “Any notice, demand, direction, consent, request or other communication or instrument authorized or required by this Master Indenture to be given to or filed with the District or the Governing Body or the Trustee shall be provided in writing (provided that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provider agreed to in writing by the Trustee and the District) and shall be deemed to have been sufficiently given or filed for all purpose of this Master Indenture if and when sent by overnight delivery, certified mail, return receipt requested or e-mail.”
As reflected in the Seventh Supplemental Trust Indenture relating to the District’s Special Assessment Bonds, Series 2021 (Community Infrastructure), the Eighth Supplemental Trust Indenture relating to the District’s Special Assessment Bonds, Series 2022-1 (Community Infrastructure) and Special Assessment Bonds, Series 2022-2 (Community Infrastructure) (Federally Taxable), and the Ninth Supplemental Trust Indenture relating to the District’s Special Assessment Bonds, Series 2024 (Community Infrastructure), the definition of “Community Infrastructure” in the Master Indenture has been, and is, hereby deemed amended, as permitted by Section 12.01(f) of the Master Indenture, to reflect that the Existing Development benefits from Community Infrastructure, which amendment is consistent with the amendments to the District Development Interlocal Agreement providing that the Existing Development benefits from the Community Infrastructure.
As supplemented by this Tenth Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this Tenth 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 or supplemented herein, shall apply and remain in full force and effect with respect to this Tenth Supplemental Indenture and to the 2026 Bonds issued hereunder. To the extent of any conflicts between the terms and provisions of the Master Indenture and this Tenth Supplemental Indenture the terms and provisions hereof shall control.
Following an Event of Default any direction to the District permitted to be given by the Trustee and/or the Owners hereby or by the Master Indenture must be in writing, signed by the Trustee and/or the Majority Owners.
In any case in which an Interest Payment Date or the maturity date of the 2026 Bonds or the date fixed for the redemption of any 2026 Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.
SECTION 7.02. Continuing Disclosure Agreement. Contemporaneously with the execution and delivery hereof, the Issuer has executed and delivered the Continuing Disclosure Agreement in order to comply with the requirements of Rule 15c2-12 promulgated under the

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Securities and Exchange Act of 1934. The Issuer 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 as provided in the Master Indenture and such Continuing Disclosure Agreement.
SECTION 7.03.	Additional Covenants Regarding Collection of 2026 CI Assessments.
In addition to, and not in limitation of, the covenants contained elsewhere in this Tenth Supplemental Indenture and in the Master Indenture, the Issuer and each of the Other Districts with jurisdiction over the District Lands in the 2026 Assessment Area, by joinder hereto, covenants to comply with the terms of the proceedings heretofore adopted with respect to the 2026 CI Assessments and to levy and collect (or cause the Administration District to collect) the 2026 CI Assessments and any required density reduction payments in accordance with the Assessment Proceedings in such manner as will generate funds sufficient to pay the principal of and interest and redemption premium, if any, on the 2026 Bonds, when due. The Issuer covenants and agrees that upon the occurrence and continuance of an Event of Default with respect to the 2026 Bonds, it will take such actions to enforce the remedial provisions of the Master Indenture and this Tenth Supplemental Indenture, the provisions for the collection of Delinquent Assessments that are directly billed and collected, and the provisions for the foreclosure of liens of Delinquent Assessments that are directly billed and collected, all in a manner consistent with the Master Indenture and this Tenth Supplemental Indenture.
Anything herein or in the Master Indenture to the contrary notwithstanding, 2026 CI Assessments shall be collected pursuant to the Uniform Method; provided however, in the event the Issuer and/or the Administration District is legally unable to use the Uniform Method, the Issuer and/or the Administration District may elect to collect and enforce such 2026 CI Assessments pursuant to any then available and commercially reasonable method under the Act, Chapter 170, Florida Statutes, Chapter 197, Florida Statutes, or any successor statutes thereto. Upon an Event of Default with respect to the 2026 Bonds, the Majority Owners may direct the Issuer and/or the Administration District as to the method it will use to collect the 2026 CI Assessments and may require the Issuer and/or the Administration District to bill and collect the 2026 CI Assessments directly, rather than through the Uniform Method, to the extent permitted by applicable law. Notwithstanding anything to the contrary herein, pursuant to Section 8.06 of the Master Indenture, the Issuer and/or the Administration District shall be entitled to first recover from any foreclosure, before such proceeds are applied to the payment of principal or interest or other amounts on the 2026 Bonds, all fees and costs expended in connection with such foreclosure, regardless whether such fees and costs are included as part of the 2026 CI Pledged Revenues.
Any 2026 CI Assessments that are billed and collected directly and not via the Uniform Method shall be due and payable by the applicable landowner no later than thirty (30) days prior to each Interest Payment Date; provided, however, that such 2026 CI Assessments shall not be deemed to be Delinquent Assessments unless and until same are not paid by the applicable Interest Payment Date with respect to which they have been billed. By joinder hereto, each of the Other Districts with jurisdiction over the District Lands in the 2026 Assessment Area shall be deemed to have agreed to the foregoing.

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Notwithstanding anything herein or in the Master Indenture to the contrary, the following provisions shall apply with respect to the 2026 CI Assessments and 2026 Bonds: If any property shall be offered for sale for the nonpayment of any 2026 CI Assessments and no person or persons shall purchase such property for an amount equal to the full amount due on the 2026 CI Assessments (principal, interest, penalties and costs, plus attorneys’ fees, if any), the Issuer or the Administration District, after receiving the written consent of the Trustee, acting at the direction of the Majority Owners of the 2026 Bonds Outstanding, specifying whether the Issuer is to take title to the property in its corporate name or in the name of a special purpose entity, may purchase the property for an amount less than or equal to the balance due on the 2026 CI Assessments (principal, interest, penalties and costs, plus attorneys’ fees, if any), from any legally available funds (including credit bids) of the Issuer and the Other Districts and the Issuer shall receive in its corporate name or in the name of a special-purpose entity title to the property for the benefit of the Owners of the 2026 Bonds. The Issuer and/or the Administration District, either through its own actions, or actions caused to be taken by the Issuer through the Trustee, shall have the power and shall lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the 2026 Revenue Account. The Issuer and/or the Administration District, either through its own actions, or actions caused to be taken by the Issuer through the Trustee, agrees that it shall, after being provided assurances satisfactory to it of payment of its fees, costs and expenses for doing so, be required to take the measures provided by law for listing for sale of property acquired by it as trustee for the Owners of the 2026 Bonds within sixty (60) days after the receipt of the request therefore signed by the Trustee, acting at the direction of the Majority Owners of the 2026 Bonds Outstanding. The Issuer and/or the Administration District may pay costs associated with any actions taken by the Issuer and/or Administration District pursuant to this paragraph from any moneys legally available for such purpose held under the Indenture, provided such action does not adversely impact the tax-exempt status of the 2026 Bonds.
Notwithstanding anything to the contrary herein or in the Master Indenture, the Issuer acknowledges and agrees that (i) upon failure of any property owner to pay when due any installment of 2026 CI Assessments that are billed directly by the Issuer, that the entire 2026 CI Assessments levied on the property for which such installment of 2026 CI Assessments is due and unpaid, with interest and penalties thereon, shall immediately become due and payable as provided by applicable law and, with the written consent of the Trustee, acting at the direction of the Majority Owners of the 2026 Bonds Outstanding, the Issuer and/or the Administration District shall promptly, but in any event within one hundred twenty (120) days of the receipt of such consent, or such longer period of time as may be required by the Act and other applicable law, including Chapter 173, Florida Statutes, cause to be brought the necessary legal proceedings for the foreclosure of liens of Assessments that are delinquent, including interest and penalties and (ii) the foreclosure proceedings shall be prosecuted to a sale and conveyance of the property involved in said proceedings as now provided by law in suits to foreclose mortgages (subject to earlier settlement of any such proceedings by the Issuer, as permitted by applicable law, with the written consent of the Trustee acting at the direction of the Majority Owners of the 2026 Bonds Outstanding).
SECTION 7.04. Application of Section 8.28 of Master Indenture. With respect to the 2026 Bonds, the covenants of Section 8.28 of the Master Indenture shall not require the Issuer to impose additional assessments, taxes, or other similar amounts, the imposition of which would require an action of the governing body of the Issuer or any of the Other Districts.

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SECTION 7.05. Bankruptcy or Insolvency of Landowner. For purposes of this Section 7.05: (a) the 2026 Bonds secured by and payable from 2026 CI Assessments levied against property owned by any Insolvent Taxpayer (hereinafter defined) are collectively referred to herein as the “Affected Bonds” and (b) the 2026 CI Assessments levied against any Insolvent Taxpayer’s property and pledged under one or more Supplemental Indentures as security for the Affected Bonds are collectively referred to herein as the “Affected Special Assessments.”
The provisions of this Section 7.05 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 Issuer, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments, the Issuer shall be obligated to act in accordance with any direction from the Trustee, and the Trustee shall be obligated to act in accordance with directions from the Beneficial Owners of at least 25% of the aggregate principal of the Affected Bonds, 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 Issuer, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments or the Trustee, provided that the Trustee has first been provided with indemnity satisfactory to it and such direction is in accordance with applicable law. The Issuer 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 Issuer acknowledges and agrees that, although the Affected Bonds were issued by the Issuer, 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 Issuer 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 Issuer 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 Issuer, or (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the Issuer, 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; and if the Trustee chooses to exercise any such rights, the Issuer shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Issuer in connection with any Proceeding of any Insolvent Taxpayer, including without limitation, the right to file and/or prosecute any claims, to propose and prosecute a plan, to vote to
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accept or reject a plan, and to make any election under Section 1111(b) of the Bankruptcy Code; and
(d) the Issuer 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 Issuer 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 Issuer 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 Issuer 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 7.06.	Additional Covenants and Matters Relating to Events of Default.
In addition to the events set forth in Section 9.01 of the Master Indenture, each of the following events shall be an Event of Default with respect to the 2026 Bonds, notwithstanding anything to the contrary in the Master Indenture:
Any portion of the 2026 CI Assessments pledged to the 2026 Bonds shall have become delinquent and, as the result thereof, the Indenture authorizes the Trustee to withdraw funds in an amount greater than twenty-five percent (25%) of the amount on deposit in the 2026 Reserve Account to pay the Debt Service Requirements on the 2026 Bonds (the foregoing being referred to as a “2026 Reserve Account Event”) unless within sixty (60) days from the 2026 Reserve Account Event the Issuer has either (x) replenished the amounts, if any, withdrawn from the 2026 Reserve Account or (y) the portion of the Assessments that are delinquent and gave rise to the 2026 Reserve Account Event are paid and are no longer delinquent; and
More than twenty-five percent (25%) of the Community Infrastructure Operation and Maintenance Assessments that are directly billed by the Administration District and levied by the Issuer and the Other Districts on tax parcels in the 2026 Assessment Area are not paid by the date such are due and payable and such default continues for sixty (60) days after the date when due.
SECTION 7.07. 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, Southern Grove Community Development District No. 5 has caused these presents to be signed in its name and on its behalf by its Chair, 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 and the Trustee has caused these presents to be signed in its name and on its behalf by one of its duly appointed Vice Presidents.
(SEAL)	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5
Attest:
By:			By:		 Secretary			Chair, Board of Supervisors

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

By:		 Vice President

JOINDER
By execution below by their respective duly authorized officers, each of the Other Districts hereby join in and agree to be bound by the Indenture and District No. 1 further agrees to discharge its duties as the Administration District as contemplated by the Indenture and the District Development Interlocal Agreement.
(SEAL)	[SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 1
Attest:

By:	By:
Secretary	Chair, Board of Supervisors

Attest:

(SEAL)	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 2

By:	By:
Secretary	Chair, Board of Supervisors

Attest:

(SEAL)	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 3

By:	By:
Secretary	Chair, Board of Supervisors

Attest:

(SEAL)	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 4

By:	By:
Secretary	Chair, Board of Supervisors

Attest:

(SEAL)	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 6

By:	By:
Secretary	Chair, Board of Supervisors

Attest:

(SEAL)	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 7

By:	By:
Secretary	Chair, Board of Supervisors

Attest:

(SEAL)	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 8

By:	By:
Secretary	Chair, Board of Supervisors

Attest:

(SEAL)	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 9

By:	By:
Secretary	Chair, Board of Supervisors

Attest:

(SEAL)	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 10

By:	By:
Secretary	Chair, Board of Supervisors]

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EXHIBIT A FORM OF 2026 BONDS
No. 2026R-[  ]	$[	]
UNITED STATES OF AMERICA STATE OF FLORIDA
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5 SPECIAL ASSESSMENT BONDS, SERIES 2026
(COMMUNITY INFRASTRUCTURE)

Interest Rate	Maturity Date	Dated Date	CUSIP NO.	
[	]%	May 1, 20[  ]	May [  ], 2026	843021[	]	

Registered Owner:   CEDE & CO.
Principal Amount:   [	] THOUSAND DOLLARS
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5, 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 hereinafter defined Indenture) shall have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for, or, if no interest has been paid, from the Dated Date shown above on May 1 and November 1 of each year (each, an “Interest Payment Date”), commencing on November 1, 2026, until payment of said principal sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day (as defined in the Indenture hereinafter mentioned), then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date, but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter defined), be paid to the registered Owner hereof at the close of business on the regular record date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date, 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 Registrar as the registered Owner of this Bond. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Indenture (hereinafter defined). Any payment of principal, Amortization Installment or Redemption Price shall be made

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only upon presentation hereof at the designated corporate trust office of U.S. Bank Trust Company, National Association, located in Fort Lauderdale, Florida, or any alternate or successor paying agent (collectively, the “Paying Agent”); provided, however, so long as the 2026 Bonds, as hereinafter defined, are held in book entry form presentation shall not be required and the book entry system for payments shall control. Payment of interest shall be made by check or draft (or by wire transfer to a bank in the United States for the account of 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 2026 Bonds). 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 “Special Assessment Bonds, Series 2026 (Community Infrastructure)” (the “2026 Bonds”). The 2026 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.” The 2026 Bonds are being issued under a Master Trust Indenture, dated December 17, 2014 (the “Master Indenture”), between the District and U.S. Bank Trust Company, National Association, located in Fort Lauderdale, Florida, as successor in interest to U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a Tenth Supplemental Indenture, dated as of May 1, 2026 (the “Supplemental Indenture” and, together with the Master Indenture, the “Indenture”), between the District and the Trustee. The 2026 Bonds are issued in an aggregate principal amount of $[	], which together with other legally available funds of the District, will be used to (i) a portion of the Costs of the 2026 CI Project; (ii) pay interest coming due on the 2026 Bonds through November 1, 2026; (iii) make a deposit into the 2026 Reserve Account in an amount equal to the initial 2026 Reserve Account Requirement; and (iv) pay certain costs associated with the issuance of the 2026 Bonds.
NEITHER THIS BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT OR ANY OF THE OTHER DISTRICTS WITHIN THE MEANING OF THE CONSTITUTION AND LAWS 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 OR ANY OF THE OTHER DISTRICTS OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT, ANY OF THE OTHER DISTRICTS OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2026 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2026 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2026 TRUST ESTATE PLEDGED TO THE 2026 BONDS, ALL AS PROVIDED HEREIN AND IN THE INDENTURE.
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
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Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the 2026 Bonds issued under the Indenture, the collection and disposition of revenues and the funds charged with and pledged to the payment of the principal, Amortization Installments (as defined in the Master Indenture) and Redemption Price of, and the interest on, the 2026 Bonds, the nature and extent of the security thereby created, the covenants of the District and the applicable Other Districts with respect to the levy and collection of 2026 CI Assessments, 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 registered Owners of the Bonds, and, by the acceptance of this Bond, the registered and beneficial Owners hereof assent to all of the provisions of the Indenture. The 2026 Bonds are equally and ratably secured by the 2026 Trust Estate, without preference or priority of one 2026 Bond over another. The Indenture does not authorize the issuance of any additional Bonds ranking on a parity with the 2026 Bonds as to the lien and pledge of the 2026 Trust Estate, except under the circumstances set forth in the Supplemental Indenture.
The 2026 Bonds are issuable only as registered Bonds without coupons in current interest form in Authorized Denominations. This Bond is transferable by the registered Owner hereof or his duly authorized attorney at the designated corporate trust office of the Trustee in Fort Lauderdale, Florida, as Registrar (the “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 Registrar, subject to such reasonable regulations as the District or the Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new 2026 Bond or 2026 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 Registrar in Fort Lauderdale, Florida, in the manner and subject to the limitations and conditions provided in the Indenture and without cost, except for any tax or other governmental charge, 2026 Bonds may be exchanged for an equal aggregate principal amount of 2026 Bonds of the same maturity, of Authorized Denominations and bearing interest at the same rate or rates.
The 2026 Bonds are subject to redemption prior to maturity at the option of the District in whole or part on any date on or after May 1, 20[  ], at the Redemption Price of the principal amount of the 2026 Bonds or portions thereof to be redeemed, together with accrued interest to the date of redemption.
The 2026 Bonds maturing May 1, 20[  ] are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2026 Sinking Fund Subaccount established under the Supplemental Indenture in satisfaction of applicable Amortization Installments (as defined in the Master Indenture) 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 Installments

May 1 of the Year

Amortization Installments

$	$

*

Maturity
The 2026 Bonds maturing May 1, 20[  ] are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2026 Sinking Fund Subaccount established under the Supplemental Indenture in satisfaction of applicable Amortization Installments (as defined in the Master Indenture) 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 Installments

May 1 of the Year

Amortization Installments

$	$

*

Maturity
The 2026 Bonds maturing May 1, 20[  ] are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2026 Sinking Fund Subaccount established under the Supplemental Indenture in satisfaction of applicable Amortization Installments (as defined in the Master Indenture) 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 Installments

May 1 of the Year

Amortization Installments

$	$

*

Maturity
As more particularly set forth in the Indenture, any 2026 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 Installments of 2026 Bonds. Amortization Installments are also subject to recalculation, as provided in the Supplemental Indenture, as the result of the redemption of 2026 Bonds so as to amortize the remaining Outstanding principal balance of the 2026 Bonds as set forth in the Supplemental Indenture.
The 2026 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Quarterly Redemption Date, and if in part, pro rata, determined based on the Outstanding principal of each 2026 Term Bond divided by the total Outstanding principal amount of the 2026 Bonds, calculated by the District, and as otherwise provided in the Indenture, 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:
or on or after the Date of Completion of the 2026 CI Project, by application of moneys transferred from the 2026 Acquisition and Construction Account to the 2026 Prepayment Subaccount of the 2026 Redemption Account in accordance with the terms of the Indenture; or
from amounts, including 2026 Prepayment Principal, required by the Indenture to be deposited into the 2026 Prepayment Subaccount of the 2026 Redemption Account; or
from amounts transferred to the 2026 Prepayment Subaccount of the 2026 Redemption Account resulting from surplus in the 2026 Reserve Account as provided for in the Indenture; or
on and after the date on which the amount on deposit in the 2026 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the 2026 Bonds then Outstanding, including accrued interest thereon.
If less than all of the 2026 Bonds of a maturity shall be called for redemption, the particular 2026 Bonds or portions of 2026 Bonds to be redeemed shall be selected by lot by the Registrar as provided in the Indenture or as provided or directed by DTC.
Notice of each redemption of 2026 Bonds is required to be mailed by the 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 2026 Bonds to be redeemed at the address of such registered Owner recorded on the bond register maintained by the Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Indenture, the 2026 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 2026 Bonds or such portions thereof on such date, interest on such 2026 Bonds or such portions thereof so called for redemption shall cease to accrue, such 2026 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 2026 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 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.
As provided in the Indenture, notice of optional redemption may be conditioned upon the occurrence of non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice.
The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.
In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the 2026 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 Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Indenture.
Any moneys held by the Trustee or any Paying Agent in trust for the payment and discharge of any Bond which remain unclaimed for three (3) years (or such later date required by applicable law) 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 three (3) years (or such later date required by applicable law) 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 Defeasance Securities (as defined in the Indenture) sufficient to pay the principal or Redemption Price of any 2026 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 2026 Bonds as to the 2026 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.
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.
IN WITNESS WHEREOF, Southern Grove Community Development District No. 5 has caused this Bond to bear the signature of the Chair 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.
SOUTHERN GROVE COMMUNITY
[SEAL]	DEVELOPMENT DISTRICT NO. 5

Attest:

By:	

Secretary	Chair, Board of Supervisors

CERTIFICATE OF AUTHENTICATION
This Bond is one of the 2026 Bonds designated herein, described in the within-mentioned Indenture.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee

Date of Authentication:	By:		 Vice President
May [	], 2026

CERTIFICATE OF VALIDATION
This Bond is one of a Series of Bonds which were validated by judgment of the Circuit Court for St. Lucie County, Florida on September 10, 2013.

Chair

FORM OF ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM as tenants in common TEN ENT as tenants by the entireties
JT TEN as joint tenants with the right of survivorship and not as tenants in common
UNIFORM TRANSFER MIN ACT - 	 Custodian 	 under Uniform Transfer to Minors Act 	
Additional abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
For  value  received,  the  undersigned  hereby  sells,  assigns  and  transfers  unto
	 this Bond and all rights thereunder and hereby irrevocably constitutes and appoints 		, attorney to transfer the said Bond on the books of the District, with full power of substitution in the premises.
Dated:
Social Security Number or Employer:
Identification Number of Transferee:
Signature guaranteed:
NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program.
NOTICE: The assignor’s signature to this Assignment must correspond with the name as it appears on the face of the within Bond in every particular without alteration or any change whatever.

EXHIBIT B

FORM OF 2026 ACQUISITION AND CONSTRUCTION ACCOUNT REQUISITION REQUISITION NO. [	]
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5 SPECIAL ASSESSMENT BONDS, SERIES 2026
(COMMUNITY INFRASTRUCTURE)
The undersigned, a Responsible Officer of Southern Grove Community Development District No. 5 (the “Issuer”) hereby submits the following requisition for disbursement from the 2026 Acquisition and Construction Account created under and pursuant to the terms of the Master Trust Indenture from the Issuer to U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), dated December 17, 2014, as supplemented by that certain Tenth Supplemental Indenture, dated as of May 1, 2026 (collectively, the “Indenture”), (all capitalized terms used herein shall have the meaning ascribed to such terms in this Indenture);
Requisition Number:
Name of Payee:
Amount Payable:
The undersigned hereby certifies that:
This requisition is for a Cost of the 2026 CI Project payable from the 2026 Acquisition and Construction Account; and
Each disbursement set forth above is a proper charge against the 2026 Acquisition and Construction Account.
[Include if applicable]
Each disbursement set forth above is made as payment of a portion of the purchase price for the 2026 CI Project pursuant to a written agreement between the District and the other party named therein receiving payment and the undersigned represents that such agreement has not been modified or amended and is in full force and effect on the date hereof.
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5

By:		 Responsible Officer
Date:	 The undersigned, an authorized representative of the Consulting Engineer to the Issuer,
hereby certifies that this disbursement is for a Cost of the 2026 CI Project and is consistent with: (i)

the applicable acquisition or construction contract; (ii) the plans and specifications for the portion of the 2026 CI Project with respect to which such disbursement is being made; and (iii) the Engineer’s Report as supplemented and amended through the date hereof.
The undersigned further certifies that (a) the improvements to be acquired with this disbursement will be (1) owned by the Issuer or another governmental entity and located on public property or within public rights of way or easements and (2) accessible by the general public and/or part of a public water management system; (b) the purchase price to be paid by the Issuer for the improvements to be acquired with this disbursement is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual cost of construction of such improvements; (c) the plans and specifications for the improvements have been approved by all regulatory bodies required to approve them or such approval can reasonably be expected to be obtained; (d) all currently required approvals and permits for the acquisition, construction, reconstruction, installation and equipping of the portion of the 2026 CI Project for which disbursement is made have been obtained from all applicable regulatory bodies; and (e) subject to permitted retainage under the applicable contracts, the seller has paid all contractors, subcontractors, and materialmen that have provided services or materials in connection with the portions of the 2026 CI Project for which disbursement is made hereby, if acquisition or reimbursement is being made pursuant to an agreement.
[CONSULTING ENGINEER]

By:	 Name:	 Title:	 Date:	

EXHIBIT C

FORM OF 2026 BONDS COSTS OF ISSUANCE ACCOUNT REQUISITION COST OF ISSUANCE REQUISITION NO. [ ]
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5 SPECIAL ASSESSMENT BONDS, SERIES 2026
(COMMUNITY INFRASTRUCTURE)
The undersigned, a Responsible Officer of Southern Grove Community Development District No. 5 (the “Issuer”) hereby submits the following requisition for disbursement from the 2026 Costs of Issuance Account created under and pursuant to the terms of the Master Trust Indenture from the Issuer to U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), dated December 17, 2014, as supplemented by a Tenth Supplemental Indenture dated as of May 1, 2026 (collectively, the “Indenture”), (all capitalized terms used herein shall have the meaning ascribed to such terms in this Indenture):
Requisition Number:
Name of Payee:
Amount Payable:
Purpose for which paid or incurred:
The undersigned hereby certifies that: The undersigned hereby certifies that:
This requisition is for Costs of Issuance payable from the 2026 Costs of Issuance Account; and
This requisition is for Costs of Issuance payable from the 2026 Costs of Issuance Account that have not previously been paid; and
Each disbursement set forth above is a proper charge against 2026 Costs of Issuance Account.
Attached hereto are copies of the invoice(s) from the vendor of the services rendered with respect to which disbursement is hereby requested.
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5

By:		 Responsible Officer

Date:	

EXHIBIT D DESCRIPTION OF 2026 CI PROJECT
[See 2026 Supplemental Engineer’s Report attached hereto]

D - 1

EXHIBIT B

FORM OF BOND PURCHASE CONTRACT

B-1

SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5
(Port St. Lucie, Florida)
$	
Special Assessment Bonds, Series 2026 (Community Infrastructure)

	, 2026

BOND PURCHASE CONTRACT
Southern Grove Community Development District No. 5 c/o Special District Services, Inc., District Manager
10807 SW Tradition Square Port St. Lucie, Florida 34987

Ladies and Gentlemen:
MBS Capital Markets, LLC (the “Underwriter”) offers to enter into this Bond Purchase Contract (the “Bond Purchase Contract”) with the Southern Grove Community Development District No. 5 (the “District” or the “Issuer”). This offer is made subject to written acceptance hereof by the Issuer at or before 3 p.m., New York time, on the date hereof. If not so accepted, this offer will be subject to withdrawal by the Underwriter upon written notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Indenture (hereinafter defined) or Preliminary Limited Offering Memorandum (hereinafter defined).
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 $		 aggregate principal amount of the Issuer’s Special Assessment Bonds, Series 2026 (Community Infrastructure) (the “Bonds”). The Bonds shall be dated as of the date of their delivery and shall be payable on the dates and in the principal amounts, bear such rates of interest and be subject to optional and mandatory redemption, all as set forth in Exhibit A attached hereto, and shall be subject to extraordinary mandatory redemption as set forth in the Preliminary Limited Offering Memorandum (hereinafter defined). Interest on the Bonds is payable semi-annually on May 1 and November 1 each year, commencing November 1, 2026. The purchase price for the Bonds shall be $	 (representing the par amount of the Bonds of $			.00, [less/plus] [net] original issue [discount/premium] in the amount of $	, less an Underwriter’s discount of
$	).

The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto as Exhibit B.
The Bonds. The Bonds are authorized and issued pursuant to Chapter 190, Florida Statutes, as amended, the District’s Charter (Ordinance No. 07-37 (the “Ordinance”) enacted by the governing body of the City of Port St. Lucie, Florida (the “City”) on April 9, 2007, as amended) and other applicable provisions of law (collectively, the “Act”). The Bonds are being issued pursuant to the Act and a Master Trust Indenture (the “Master Indenture”) dated December 17, 2014, entered into by the District and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Tenth Supplemental Trust Indenture (the “Supplemental Indenture” and, together with the Master Indenture, the “Indenture”) to be dated as of May 1, 2026, and entered into by the District and the Trustee and joined by the Other Districts and Resolution Nos. 2013-06 and 2026-  adopted by the District on July 9, 2013, and April  , 2026, respectively (collectively “Bond Resolutions”), authorizing the issuance of the Bonds. [The 2026 CI Assessments, the revenues from which derived by the Issuer comprise the 2026 CI Pledged Revenues, will be levied and collected or, by virtue of the Assignment and Assumption Agreements, collected, as applicable, by the Issuer, Southern Grove Community Development District No. 2 (“District No. 2”), Southern Grove Community Development District No. 4 (“District No. 4”), Southern Grove Community Development District No. 6 (“District No. 6”), Southern Grove Community Development District No. 8 (“District No. 8”), Southern Grove Community Development District No. 9 (“District No. 9”), and Southern Grove Community Development District No. 10 (“District No. 10”) on certain lands within their respective boundaries comprising the 2026 Assessment Area pursuant to resolutions duly adopted by the Board of the District and the respective Board of Supervisors of the applicable Other Districts as part of the Assessment Proceedings (as defined in the Supplemental Indenture), including a resolution to be adopted prior to the issuance of the Bonds by the Board of the District, the Board of Supervisors of District No. 2, the Board of Supervisors of District No. 4, the Board of Supervisors of District No. 6, the Board of Supervisors of District No. 8, the Board of Supervisors of District No. 9 and the Board of Supervisors of District No. 10 (collectively, the “Assessment Resolutions”). ] The Bonds shall be as described in, and shall be issued and secured pursuant to, the provisions of the Indenture.
The Bonds are being issued for the purpose of providing funds, which together with other legally available funds of the Issuer, will be applied to: (i) pay a portion of the Costs of the 2026 CI Project; (ii) pay a portion of the interest coming due on the Bonds through November 1, 2026;
(iii) fund the 2026 Reserve Account in an amount equal to the initial 2026 Reserve Account Requirement; and (iv) pay certain costs of issuance of the Bonds.
The principal and interest on the Bonds are payable from and secured by the 2026 Trust Estate, which includes the 2026 CI Pledged Revenues and the 2026 Pledged Funds and Accounts subject, however, to the provisions of the Supplemental Indenture with respect to portions of the 2026 Trust Estate which are held solely for the Bonds. The 2026 CI Pledged Revenues consist of

the revenues derived from the 2026 CI Assessments levied against certain lands in the 2026 Assessment Area.
Delivery of Limited Offering Memorandum and Other Documents.
Prior to the date hereof, the Issuer prepared the Preliminary Limited Offering Memorandum dated 	, 2026 (the “Preliminary Limited Offering Memorandum”), which the Issuer deemed final as of the date of the Preliminary Limited Offering Memorandum, 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 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 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. 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 limited offering and sale of the Bonds. The Underwriter agrees that it will not confirm the sale of any Bonds unless the confirmation of sale requesting payment is accompanied or preceded by the delivery of a copy of the Limited Offering Memorandum.
From the date hereof until the earlier of (i) ninety days from the “end of the underwriting period” (as defined in the Rule), or (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB (but in no case less than 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 “end of the underwriting period” as used herein shall mean the Closing Date (as defined in Section 7 hereof). 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 Bonds are hereinafter included within the term “Limited Offering Memorandum.”
Authority of the Underwriter. The Underwriter is duly authorized to execute this Bond Purchase Contract and to perform its obligations hereunder.
Offering and Sale of Bonds; Establishment of Issue Price. (a) The Underwriter agrees to make a bona fide limited offering to “accredited investors” representing the general public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of Underwriter or wholesalers) of all of the Bonds at not in excess of the initial public offering price or prices (or below the yield or yields) set forth in Exhibit A hereto; provided, however, that the Underwriter may (i) offer and sell the Bonds to certain bond houses, brokers or to similar persons or organizations acting in the capacity of underwriters or wholesalers at prices lower than the public offering prices set forth in Exhibit A hereto, and (ii) change such initial offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Bonds. The Underwriter agrees to assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing (as defined in Section 7 hereof) an “issue price” or similar certificate (the “Issue Price Certificate”), together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit H, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
Except as otherwise set forth in the Issue Price Certificate, the Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as of the Sale Date (as defined in the Issue Price Certificate) 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 Contract, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Bonds.

The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule A of Exhibit H attached hereto, except as otherwise set forth therein. Schedule A reflects that as of the date of this Bond Purchase Contract, the 10% test has been satisfied for each maturity of the Bonds.
The Underwriter confirms that there will not be any selling group agreements or any retail distribution agreements relating to the initial sale of the Bonds to the public.
The Underwriter acknowledges that sales of any 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,
“underwriter” means (A) any person that agrees pursuant to a written contract with the District (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public),
a purchaser of any of the 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 interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
“sale date” means the date of execution of this Bond Purchase Contract 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, an independent special district and political subdivision of the State of Florida, 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; (ii) enter into the District Development Interlocal Agreement, the City Interlocal Agreement, [the TIM Project Interlocal Agreement], as amended, the Indenture, the Assignment and Assumption Agreement, this Bond Purchase Contract and the Continuing Disclosure Agreement to be dated the date of issuance and delivery of the Bonds among the Issuer and the other parties named therein (collectively the “Financing Documents”); (iii) sell, issue and deliver the Bonds to the Underwriter as provided herein; (iv) apply the proceeds of the sale of the 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 acquisition and/or construction of the 2026 CI Project; and (viii) levy, as applicable, and collect the 2026 CI Assessments. 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 Bonds. All conditions precedent in the District Development Interlocal Agreement to the issuance of the Bonds and the levying of the 2026 CI Assessments have been, or prior to the date of issuance and delivery of the Bonds will be, complied with in all material respects.
The District has complied with the requirements of the Bond Resolutions, the Assessment Resolutions, the Act, and the Constitution and laws of the State of Florida, the District Development Interlocal Agreement, the City Interlocal Agreement, and the [TIM Project Interlocal Agreement], as amended (collectively, the “Interlocal Agreements”) and the Assessment Proceedings in all matters relating to the Financing Documents and the Bonds, and the imposition and levy of the 2026 CI Assessments, in each case to the extent such requirements are required to have been met as of the date hereof.
The District has duly authorized and approved (1) the execution and delivery, or adoption, as the case may be, and performance by it of the Financing Documents, and the 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 Bonds and the Limited Offering Memorandum.
Each of the Financing Documents, upon due authorization, execution and delivery thereof by the District and the other parties thereto, 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 (hereinafter defined) in accordance with the provisions of this Bond Purchase Contract, the 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 Bonds as aforesaid, the Indenture will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and a security interest in and to the 2026 Trust Estate pledged to the Bonds subject, however, to the provisions of the Supplemental Indenture with respect to portions of the 2026 Trust Estate which are held solely for the Bonds.
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 Bonds, is required to be obtained by the District in connection with the issuance and sale of the Bonds, or the execution and delivery by the District of, or the due performance of its obligations under the Financing Documents and the Bonds, and any such approvals, permits, consents or authorizations so obtained are in full force and effect.
To its knowledge, none of the District or the Other Districts (together, the “Districts”) is 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 executed prior to the date hereof, the Bonds, or any applicable judgment or decree or any other loan agreement, indenture, bond, note, resolution, agreement or other instrument to which any of the Districts is a party or to which any of the Districts or any of their property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or material event of default under any such instrument, that could have a materially adverse effect on the business or operations of any of the Districts, and no event of default by any of the Districts has occurred and is continuing under any such instrument.
The execution and delivery by the District of the Financing Documents, the 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 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 Preliminary 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 the Other Districts or any of their 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 Bonds, or the proceedings relating to the 2026 CI 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 Districts, (4) the validity or enforceability of the Bonds, the Financing Documents, the 2026 CI Assessments, or any other agreement or instrument to which any of the Districts is or will be 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 Bonds, (6) the exemption under the Act of the Bonds and the interest thereon from taxation imposed by the State of Florida, (7) the legality of investment in the Bonds for certain investors as provided in the Act, (8) the issuance, sale or delivery of the Bonds, (9) the collection of the 2026 CI Assessments, the pledge of the 2026 CI Assessment Revenues under the Indenture to pay the principal or premium, if any, or interest on the Bonds, or (10) contesting the completeness or accuracy of the Preliminary Limited Offering Memorandum.
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 2026 Trust Estate pledged to the applicable Series of the Bonds with a lien thereon prior to or on a parity with the lien of the applicable Series of the Bonds.
Between the date of this Bond Purchase Contract 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 Preliminary 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 Contract nor any statement, certificate, document or exhibit furnished to or to be furnished by the District pursuant to this Bond Purchase Contract 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.

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 descriptions of the Bonds, the Financing Documents, and the 2026 CI Project in the Preliminary Limited Offering Memorandum conform in all material respects to the Bonds, the Financing Documents, and the 2026 CI Project.
The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to: (i) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and the Issuer will use its best efforts to continue such qualifications in effect so long as required for the initial offering and distribution of the Bonds; provided, however, that the Issuer shall not be required to execute a general or special consent to service of process or to qualify to do business in connection with any such qualification or determination in any jurisdiction or register as a broker/dealer or to incur any expenses in connection therewith.
As of the date of the Preliminary Limited Offering Memorandum and (unless an event occurs of the nature described in Section 3c hereof) and at all times subsequent thereto, up to and including the Closing Date, the statements and information contained in the Preliminary Limited Offering Memorandum (other than “permitted omissions” as permitted by the Rule) and in the Limited Offering Memorandum, are and will be accurate in all material respects for the purposes for which their use is authorized and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading (the foregoing being referred to as the “10b5 Certification”); provided, however, no representation is made with respect to the following noted statements and information (the “Excluded Statements and Information”) under the caption ”DESCRIPTION OF THE 2026 BONDS—Book-Entry Only System” and the second paragraph under the caption “UNDERWRITING.” Nothing has come to the Issuer’s attention which would lead it to believe that the Excluded Statements and Information in the Preliminary Limited Offering Memorandum (other than “permitted omissions” as permitted by the Rule), as of the date of the Preliminary Limited Offering Memorandum, and in the Limited Offering Memorandum, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
If the Limited Offering Memorandum is supplemented or amended pursuant to Section 3(c), at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the Limited Offering Memorandum as

so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Issuer has not been notified of any listing or the proposed listing of the Issuer by the Internal Revenue Service as an issuer whose arbitrage certifications may not be relied upon.
All proceedings heretofore undertaken by the Issuer and the applicable Other Districts with respect to the 2026 CI Assessments, including adoption of the resolutions comprising the Assessment Resolutions that have been adopted prior to the date hereof, were undertaken in accordance with Florida law. Upon issuance of the Bonds, the 2026 CI Assessments, as initially levied and as may be reallocated from time to time in accordance with the Assessment Resolutions and the Special Assessment Methodology Report included as an appendix to the Limited Offering Memorandum (the “Methodology Report”), will constitute legal, valid, binding and enforceable liens upon the property against which such 2026 CI Assessments are assessed, co-equal with the lien of all county, district and municipal ad valorem taxes and non-ad valorem assessments, and superior in dignity to all other liens, titles and claims, until paid. The levy of the 2026 CI Assessments will be sufficient to pay the Debt Service Requirements on the Bonds through the final maturity thereof. The Assignment and Assumption Agreements provide, with respect to the 2026 Assessment Area, for (i) the assignment by the Issuer, [Southern Grove Community Development District No. 1, Southern Grove Community Development District No. 3, District No. 4, and/or District No. 6, as applicable, to District No. 6, District No. 8, District No. 9, and/or District No. 10,] as applicable, of the obligation to collect, and remit to the Trustee, the 2026 CI Assessments (and certain other Community Infrastructure Assessments) levied on the District Lands previously in the boundaries of the applicable assigning District and now within the boundaries of the applicable assignee District and (ii) the assumption by the applicable assignee District of such authority and obligation.
The Issuer has not failed to comply, in any material respects, with its previously undertaken continuing disclosure commitments within the meaning of the Rule within the past five years except as set forth in the Preliminary Limited Offering Memorandum.
[The Issuer certifies that it was not organized and will not be operated to perpetuate private control by the Master Developer or other nongovernmental persons, and that it will not act or fail to act in a manner that delays the transition of the Board to a public electorate that is elected by qualified electors in accordance with the Act and that the election of members of the Board of Supervisors by qualified electors was required by applicable law to commence with the November, 2024 election.]
The Closing. At 12:00 noon, New York time, on 	, 2026, or at such earlier or later time or date to which the Issuer and the Underwriter may mutually agree (the “Closing Date”), the Issuer will, subject to the terms and conditions hereof, deliver the 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 Bonds as set forth in Paragraph 1 hereof (such delivery of and payment for the Bonds is herein called the “Closing”). The Issuer shall cause CUSIP identification numbers to be printed on the 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 Bonds in accordance with the terms of this Bond Purchase Contract. 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 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 (“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 Bonds.
Closing Conditions. The Underwriter has entered into this Bond Purchase Contract 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 Contract to cause the purchase, acceptance of delivery and payment for the 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 in all material respects 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 Contract and the Indenture as of the date of Closing and there shall be no material change to the information supplied to Disclosure Counsel and the Underwriter as part of their due diligence efforts;
At the Closing, (1) the Ordinance, the Bond Resolutions, the Assessment Resolutions, the resolutions (collectively, the “Other District Resolutions””) evidencing the approval by the Other Districts of their joinder in the Supplemental Indenture and the approval of the 2026 Supplemental Engineer’s Report, the Financing Documents, and the 2026 CI 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 Bonds all such action as in the reasonable opinion of Bond 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 by it at or prior to the Closing, and (5) the 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:
A certified copy of the Ordinance, with only such supplements or amendments as may have been agreed to by the Underwriter;
The Bond Resolutions, the Assessment Resolutions and the Other 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 Indenture, certified by authorized officers of the District as true and correct copies;
Executed copies of the Financing Documents;
The Limited Offering Memorandum, executed on behalf of the District by the Chair or Vice Chair of its Board of Supervisors, and each supplement or amendment, if any, thereto;
A certificate of the District, dated the date of Closing, signed on its behalf by the Chair or Vice Chair and Secretary or Assistant Secretary of its Board of Supervisors, in substantially the form of Exhibit C hereto;
An opinion, dated the date of Closing, of Holland & Knight LLP, Bond Counsel, substantially in the form attached as an appendix to the Limited Offering Memorandum, together with a letter addressed to the Underwriter to the effect that the Underwriter may rely on the approving opinion of Bond Counsel as though such opinion were addressed to it;
A supplemental opinion of Holland & Knight LLP, Bond Counsel, addressed to the Issuer and Underwriter, dated the date of Closing, substantially in the form included in Composite Exhibit G hereto and an opinion of Holland & Knight LLP, Disclosure Counsel, dated the date of Closing, substantially in the form included in Composite Exhibit G hereto, with a reliance letter to the Underwriter;

An opinion, dated the date of Closing and addressed to the Issuer and the Underwriter, of Kutak Rock LLP, District Counsel, in substantially the form of Exhibit D hereto;
A copy of the final special assessment methodology report prepared by Special District Services, Inc. (the “Assessment Consultant”) in the form attached as an appendix to the Limited Offering Memorandum and a certificate from such firm in substantially the form attached hereto as Exhibit E;
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 a customary authorization and incumbency certificate, dated the Closing Date, signed by authorized officers of the Trustee;
An executed copy of the 2026 Supplemental Engineer’s Report in the form attached as an appendix to the Preliminary Limited Offering Memorandum and a certificate from the Issuer’s Consulting Engineers, in substantially the form attached hereto as Exhibit F, dated the Closing Date 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 Closing Date, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of Internal Revenue Code of 1986, as amended, in a form acceptable to Bond Counsel;
Specimen Bonds;
A copy of the executed Blanket Issuer Letter of Representations between the District and The Depository Trust Company;
A certificate executed by the District Manager that all resolutions required to be published by Florida law in connection with the 2026 CI Assessments have been published in accordance with the requirements of Florida law;
Evidence of compliance with the requirements of Section 189.051, Florida Statutes;
(1)  An opinion, dated the date of Closing, of Bryant Miller Olive P.A., Orlando, Florida, Counsel to the Underwriter (the “Underwriter’s Counsel”), in form and substance satisfactory to the Underwriter;
Evidence of a final judgment of validation of the bonds of which the Bonds are a part from the Circuit Court in and for St. Lucie County, Florida and a related certificate of no appeal; 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 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 Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance as set forth herein or as described herein or as otherwise satisfactory to the Underwriter. Receipt of, and payment for, the 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 Bonds contained in this Bond Purchase Contract, or if the obligations of the Underwriter to cause the purchase, acceptance of delivery and payment of the Bonds shall be terminated for any reason permitted by this Bond Purchase Contract, this Bond Purchase Contract 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 Contract by written notice to the Issuer in the event that between the date hereof and the Closing:
the marketability of the Bonds or the market price thereof, or the sale, at the offering prices set forth in the inside cover of the Limited Offering Memorandum, by the Underwriter of the Bonds, 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 Bonds, as contemplated hereby, or the interest thereon; or
a decision by a court of the United States or the United States Tax Court shall be rendered, or a ruling, regulation or statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed to be made (including, without limitation, in the case of the Internal Revenue Service, a technical advice memorandum or other statement by the Chief Counsel of the Internal Revenue Service), with respect to the Federal taxation upon revenues or other income of the general character to be derived by the District or by any similar body, or upon interest on obligations of the general character of the Bonds, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the Federal income tax consequences of any of the transactions contemplated in connection herewith and, in the reasonable opinion of the Underwriter, materially adversely affects the market price or marketability of the Bonds, or the sale, at the offering prices set forth on the inside cover of the Limited Offering Memorandum referred to in this Section 9 as the “offering prices”), by the Underwriter of the Bonds, or the market price generally of obligations of the general character of the Bonds and/or results in Bond Counsel to the District being unwilling or unable to render the opinion of Bond Counsel in the form set forth as an appendix to the Preliminary Limited Offering Memorandum; 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 or any tax exemption granted or authorized by the State of Florida shall be modified, which in the reasonable opinion of the Underwriter, materially adversely affects the market price or marketability of the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds; 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 price or marketability of the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds to be purchased by them; or
there shall have occurred after the date hereof any outbreak or escalation of hostility or declaration by the United States of a national emergency or war or other national or international calamity or crisis including a financial crisis, or a financial crisis or a default with respect to the debt obligations of, or the institution of proceedings under the federal or the state bankruptcy laws by or against the State of Florida or any subdivision, agency or instrumentality of such State, there shall have occurred a downgrade of the sovereign debt rating of the United

States by any major credit rating agency or payment default on United States Treasury obligations, the effect of which on the financial markets being such as, in the reasonable opinion of the Underwriter, would materially adversely affect the market price or marketability of the Bonds or the sale, at the contemplated offering prices, by the Underwriter; 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 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; 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, official statement or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental authority having jurisdiction of the subject matter of the 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 Bonds as contemplated hereby or by the Limited Offering Memorandum, or any document relating to the issuance, offering or sale of the 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 Bonds, or the Bonds, as contemplated hereby; or
any state blue sky or securities commission shall have withheld registration, exemption or clearance of the offering, which, in the reasonable judgment of the Underwriter materially adversely affects the market price or marketability of the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds; or
there shall have occurred, after the date hereof, either a financial crisis with respect to the Issuer or a default with respect to the debt obligations of the Issuer or any material adverse change in the affairs of the District or proceedings under the federal or State of Florida bankruptcy laws shall have been instituted by the Issuer; or
a general banking moratorium shall have been declared by the United States, New York or Florida authorities, or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred, which in the reasonable opinion of the Underwriter, materially adversely affects the market price or marketability of the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds; or

any national securities exchange, or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the 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 price or marketability of the Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds; 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 Bonds, the 2026 CI Assessments, or the Financing Documents; provided, however, that as to any such litigation, the Issuer may request and the Underwriter may, in its sole discretion, 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
the Issuer has, without the prior written consent of the Underwriter, offered or issued any bonds or notes (other than the Bonds), or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, or there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Issuer, other than in the ordinary course of its business 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 upon the receipt of notice by the Issuer, the Issuer fails to promptly amend or supplement the Limited Offering Memorandum and/or such amendment or supplement, if made, in the reasonable opinion of the Underwriter, materially adversely affects the market price or marketability of the Bonds or the sale, at the contemplated offering prices, by the Underwriter thereof.

If the District shall be unable to satisfy any of the conditions to the obligations of the Underwriter contained herein and such condition is not waived by the Underwriter, or if the obligations of the Underwriter to purchase and accept delivery of the Bonds hereunder shall terminate, neither the Underwriter nor the District shall be under further obligation hereunder and neither the Underwriter nor any other person shall have any further action for damages, specific performance or any other legal or equitable relief against the District, provided that the respective obligations of the parties to pay expenses, as provided in Section 10 hereof, shall continue in full force and effect.
Expenses.
The District agrees to pay, and the Underwriter shall not be obligated to pay, any expenses incident to the performance of the District’s obligations hereunder, including but not limited to: (i) the cost of the preparation and distribution or printing of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and, subject to Section 3, any supplements thereto, together with a reasonable number of copies which the Underwriter may request; (ii) the cost of registering the Bonds in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, which will act as securities depository for such Bonds; and (iii) the fees, expenses and disbursements of the Trustee, counsel to the District, Bond Counsel, Disclosure Counsel, counsel to the Underwriter, the District’s employees and the District engineers and any other experts or consultants retained by the District. The District shall pay for expenses (which may be included in the expense component of the Underwriter’s discount) incurred by the Underwriter on behalf of the District’s employees which are incidental to implementing this Bond Purchase Contract, including, but not limited to, meals, transportation and lodging of those employees.
The Underwriter agrees to pay (from the expense component of the Underwriter’s discount) (i) all advertising expenses in connection with the public offering of the Bonds; (ii) the cost of preparing and printing the blue sky and legal investment memoranda, if any and filing fees in connection with the aforementioned blue sky and legal investment memoranda, if any, other than the costs of preparation of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum; and (iii) all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds.
Particular Covenants. The District covenants and agrees with the Underwriter as follows:
The District shall furnish or cause to be furnished to the Underwriter, without charge, as many copies of the Limited Offering Memorandum as the Underwriter may reasonably request;
Before revising, amending or supplementing the Limited Offering Memorandum, the District shall furnish a copy of the revised Limited Offering Memorandum or such amendment or supplement to the Underwriter. If in the opinion of the District and the

Underwriter a supplement or amendment to the Limited Offering Memorandum is required, the District will supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter and its counsel; and
The District agrees to execute the Disclosure Agreement substantially in the form set forth as an appendix in the Preliminary Limited Offering Memorandum and a customary dissemination agent agreement with the dissemination agent named therein. The District represents and warrants that all resolutions and actions have been taken to authorize and empower the District to execute such Disclosure Agreement.
Survival of Representations. All representations, warranties and agreements of the District hereunder shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter and the Underwriter’s right to rely thereon shall survive the delivery of the Bonds and any termination of this Bond Purchase Contract.
Relationship. The District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Bond Purchase Contract 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 the 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 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 Contract, and (iv) the District has consulted its own legal, financial and other advisors to the extent it has deemed appropriate. The District has received, and acknowledged and agreed to the matters set forth in, the Underwriter’s G-17 Disclosure Letter previously sent to the District by the Underwriter.
Notices. Any notice or other communication to be given to the District under this Bond Purchase Contract may be given by delivering same, in writing at its address set forth above, and any notice or other communication to be given to the Underwriter under this Bond Purchase Contract may be given by delivering the same in writing to MBS Capital Markets, LLC, 152 Lincoln Avenue, Winter Park, Florida, 32789, Attention: Brett Sealy, Managing Partner.
Parties in Interest. This Bond Purchase Contract 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 Contract 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 Bonds pursuant

to this Bond Purchase Contract; or (iii) any termination of this Bond Purchase Contract but only to the extent provided by the last paragraph of Section 9 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 Contract shall become effective upon the execution of the acceptance hereof by the Chair or Vice Chair and shall be valid and enforceable at the time of such acceptance.
Counterparts. This Bond Purchase Contract 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 Contract 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 Contract 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 $	 aggregate principal amount of the Bonds for the purposes set forth in Section 2 hereof. The Bonds are expected to be repaid over a period of approximately   years.  At a true interest cost rate of approximately
	%, total interest paid over the life of the Bonds will be approximately $	, inclusive of capitalized interest.
The primary source of repayment for the 2026 Bonds is the 2026 CI Pledged Revenues (as described in Section 2 hereof). Authorizing the 2026 Bonds will result in an average of approximately $		 not being available to finance other services of the Issuer over a period of approximately   years; provided however, that in the event the Bonds are not issued, the District would not be entitled to impose and collect the 2026 CI Assessments in the amount of the principal of and interest on the Bonds. In light of the foregoing, the issuance of the Bonds is not estimated to result in a reduction of revenues of the District being available to finance other services of the District during the life of the Bonds.
General. This Bond Purchase Contract shall constitute the entire agreement, and supersedes any and all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

Very truly yours,

MBS CAPITAL MARKETS, LLC

Brett Sealy, Managing Partner
Accepted by:
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5

	, Chair

[Signature Page | Bond Purchase Contract]

EXHIBIT A

AMOUNTS, INTEREST RATES, MATURITIES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS

	The District is not responsible for the use of CUSIP numbers, nor is any representation made as to their correctness.

A-1

EXHIBIT B

SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5
(Port St. Lucie, Florida)

$	
Special Assessment Bonds, Series 2026 (Community Infrastructure)

DISCLOSURE STATEMENT

	, 2026
Southern Grove Community Development District No. 5 City of Port St. Lucie County, Florida

Ladies and Gentlemen:

Pursuant to Chapter 218.385, Florida Statutes, and with respect to the issuance of the above-referenced bonds (the “Bonds”), MBS Capital Markets, LLC (the “Underwriter”), having purchased the Bonds pursuant to a Bond Purchase Contract dated as of 	, 2026 (the “Purchase Agreement”) between the Underwriter and Southern Grove Community Development District No. 5 (the “District”), makes the following disclosures in connection with the limited public offering and sale of the Bonds:
The total underwriting discount paid to the Underwriter pursuant to the Purchase Agreement is $	 (2.00%).
The total amount of expenses estimated to be incurred by the Underwriter in connection with the issuance of the 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 Bonds.
The components of the Underwriter’s discount are as follows:
Per $1,000
Management Fee:
Takedown:
Expenses:

There are no other fees, bonuses, or other compensation estimated to be paid by the Underwriter in connection with the 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
152 Lincoln Avenue Winter Park, Florida 32789

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

Brett Sealy, Managing Partner

SCHEDULE I

ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER

Travel Expenses Communication Day Loan
Clearance & Settlement Charges CUSIP / DTC
 Contingency	 Total

EXHIBIT C CERTIFICATE OF DISTRICT
The undersigned, as Chair and Secretary, respectively, of the Board of Supervisors of Southern Grove Community Development District No. 5 (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)(6) of the Bond Purchase Contract dated 	, 2026, with the District (the “Bond Purchase Contract”) in connection with the issuance by the District of $	 aggregate principal amount of its Special Assessment Bonds, Series 2026 (Community Infrastructure) (the “Bonds”), as follows (terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Bond Purchase Contract or in the Tenth Supplemental Trust Indenture dated as of May 1, 2026, between the District and U.S. Bank Trust Company, National Association, as Trustee, and joined in by the Other Districts (the “Supplemental Indenture”):
	 is the duly appointed and acting Chair of the Board of Supervisors of the District (the “Board”). 	 is the duly appointed and acting Secretary to the Board, authorized by resolution of the Board pursuant to the Act to be custodian of all bonds, documents and papers filed with the District and the official seal of the District. Each of said persons since his/her appointment as aforesaid has been and now is the duly designated and qualified officer of the Board holding the office set forth in the prior sentences, 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 following named persons are as of the date hereof the duly elected, qualified and acting members of the Board:
Name	Title	Term Expires

[Although, as provided in the Act, two seats on the Board were eligible to be elected by qualified electors residing within the boundaries of the District and voting in the November 8, 2022 general election, no candidate sought to qualify for either of these two seats. Accordingly, pursuant to the Act, the Board declared a vacancy in each of these seats effective on the second Tuesday following the election date and sought to appoint a qualified elector residing within the boundaries of the District to fill each of the vacancies by February 20, 2023. Until such date, the then incumbent Board members

in those seats remained in office. To date, the Board has been unable to fill these vacancies by appointment of qualified electors residing within the District.]
The seal, an impression of which appears below, was duly adopted by the District as its official seal and is the only legally adopted, proper and official seal of the District.
The Board, at duly called and held meetings of the Board on July 9, 2013, and
		, 2026, duly adopted Resolution Nos. 2013-06 and 2026-  , respectively (collectively, the “Bond Resolution”), which Bond Resolution remains in full force and effect on the date hereof.
The Assessment Proceedings (as defined in the Supplemental Indenture), including the resolutions that are part of the Assessment Proceedings (collectively, the “Assessment Resolutions”) are in full force and effect on the date hereof.
The District and the Other Districts have complied with the provisions of Chapters 170, 190 and 197, Florida Statutes related to the imposition, levy, collection and enforcement of the 2026 CI Assessments.
Upon authentication and delivery of the 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 Financing Documents.
Each of the representations and warranties made by the District in the Bond Purchase Contract were true and accurate in all material respects when made and are true and accurate in all material respects on and as of this date.
The District has complied in all material respects 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 Bonds pursuant to the Bond Purchase Contract, the Bond Resolution, the Assessment Resolutions and the Financing Documents.
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 Other Districts, and 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. 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 the Other Districts or any of their 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 Bonds or the Assessment Proceedings relating to the 2026 CI Assessments, (2) the organization, existence or powers of any of the Districts or any of their supervisors or officers in their respective capacities as such, (3) the business, properties or assets or the condition, financial or otherwise, of any of the Districts, (4)

the validity or enforceability of the Bonds, the Financing Documents, the 2026 CI Assessments, or any other agreement or instrument to which any of the Districts is a party and which is used or contemplated for use in the transactions contemplated by the Limited Offering Memorandum or by the Indenture, (5) the exclusion from gross income for federal income tax purposes of the interest on the Bonds, (6) the exemption under the Act of the Bonds and the interest thereon from taxation imposed by the State of Florida, (7) the legality of investment in the Bonds for certain investors as provided in the Act, (8) the issuance, sale or delivery of the Bonds, (9) the collection of the 2026 CI Assessments, the pledge of the 2026 CI Assessment Revenues under the Indenture to pay the principal or premium, if any, or interest on the Bonds, or (10) contesting the completeness or accuracy of the Preliminary Limited Offering Memorandum or Limited Offering Memorandum or any supplement or amendment thereto.
The statements and information contained in the Preliminary Limited Offering Memorandum (other than “permitted omissions” as permitted by the Rule), as of its date, and in the Limited Offering Memorandum, as of its date and as of the date hereof, are accurate in all material respects for the purposes for which their use is authorized and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading (the foregoing being referred to as the “10b5 Certification”); provided, however, no representation is made with respect to the following noted statements and information (the “Excluded Statements and Information”) under the caption “DESCRIPTION OF THE 2026 BONDS—Book-Entry Only System” and the second paragraph under the caption “UNDERWRITING.” Nothing has come to the Issuer’s attention which would lead it to believe that the Excluded Statements and Information in the Preliminary Limited Offering Memorandum (other than “permitted omissions” as permitted by the Rule), as of its date, and in the Limited Offering Memorandum, as of its date and as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
IN WITNESS WHEREOF, we have hereunder set our hands this 	 day of 	, 2026.

By: 	
	,
Chair, Board of Supervisors

By: 	
	.
Secretary, Board of Supervisors

EXHIBIT D

FORM OF OPINION OF COUNSEL TO DISTRICT
[TO COME]

D-1

EXHIBIT E

CERTIFICATE OF SPECIAL DISTRICT SERVICES, INC.
I, 	, 		 of Special District Services, Inc., do hereby certify to Southern Grove Community Development District No. 5 (the “District”) and MBS Capital Markets, LLC (the “Underwriter”) in connection with the issuance, sale and delivery by the District on this date of its $	 Special Assessment Bonds, Series 2026 (Community Infrastructure) (the “2026 Bonds”) as follows (terms used and not otherwise defined herein shall have the meaning ascribed to such term in the Limited Offering Memorandum dated 	, 2026 relating to the 2026 Bonds (the “Limited Offering Memorandum”):
Special District Services, Inc. has been retained by the District to prepare the Preliminary Eighth Supplemental Assessment Methodology Report for 2026 Bonds dated 	
 , 2026 (the “Preliminary Report”) and the Final 	 Supplemental Assessment Methodology Report for 2026 Bonds dated 	  , 2026 which is a part of the Assessment Proceedings of the District and the Other Districts (the “Report”);
The 2026 CI Assessments when, as and if allocated in accordance with the methodology illustrated in such Report will be sufficient to meet the debt service requirements on the 2026 Bonds through the final maturity thereof;
Special District Services, Inc. consents to the use of the Preliminary Report included as an appendix to the Preliminary Limited Offering Memorandum dated 	, 2026 (the “Preliminary Limited Offering Memorandum”) and to the use of the Report included as an appendix to the Limited Offering Memorandum;
Special District Services, Inc. consents to the references to the firm in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum;
The Preliminary Report and the Report were each prepared in accordance with all applicable provisions of Florida law;
The information contained in the Preliminary Report and the Report and in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the caption “SPECIAL 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; and
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.

IN WITNESS WHEREOF, the undersigned has set his hand this 	 day of 	, 2026.
SPECIAL DISTRICT SERVICES, INC.

By: 	 Name:	 Title: 	

EXHIBIT F

CERTIFICATE OF ISSUER’S CONSULTING ENGINEERS
	, 2026

Southern Grove Community Development District No. 5 Port St. Lucie, Florida

MBS Capital Markets, LLC Winter Park, Florida

Re:	$	 Southern Grove Community Development District No. 5
Special Assessment Bonds, Series 2026 (Community Infrastructure) (“Bonds”) Ladies and Gentlemen:
The undersigned firm (the “Firm”) serves as the Consulting Engineers to Southern Grove Community Development District No. 5 (the “District”). This certificate is furnished pursuant to the Bond Purchase Contract dated 	, 2026 between the District and MBS Capital Markets, LLC (the “Bond Purchase Contract”) relating to the sale of the above-captioned Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in said Bond Purchase Contract or in the Limited Offering Memorandum dated
	, 2026 relating to the Bonds (the “Limited Offering Memorandum”).
The Firm has been retained by the District to serve as the Consulting Engineers and to prepare the Supplemental Engineer’s Report Series 2026 Bonds dated 	, 2026 (the “Report”) included as an appendix to the Preliminary Limited Offering Memorandum dated
	  , 2026, relating to the Bonds (the “Preliminary Limited Offering Memorandum”) and the Limited Offering Memorandum. Consent is hereby given to the references to the Firm and the Report in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and to the inclusion of the Report as Appendix A to each of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum, respectively. 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, the Master Developer, and others in regard to the 2026 CI Project and other Community Infrastructure described in the Report.
The Report was prepared in accordance with generally accepted engineering practices.
The information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under “THE 2026 CI PROJECT” and in the Report attached as Appendix A to the Preliminary Limited Offering Memorandum and 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 the information under such heading and or in the Report 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.
Any applicable governmental or regulatory agency permits, consents, licenses and approvals that are required to complete the 2026 CI Project, as described in the Limited Offering Memorandum and the Report, and other Community Infrastructure described in the Report, may be obtained in the ordinary course and there is no reason to believe such permits, consents, licenses and approvals will not be made or obtained as required.
Expenditure of the proceeds of the Bonds, remaining proceeds of prior debt issuances of the District and prepaid Community Infrastructure special assessments (as described in the Report) is expected to occur within the time frame as shown in the Report.
The purchase price to be paid by the District for the 2026 CI Project and any other Community Infrastructure improvements will be no more than the lesser of: (i) the fair market value of such improvements and (ii) the actual Cost of construction of such improvements.
The undersigned acknowledges that no proceeds of the Bonds may be expended on the TIM Project.
The 2026 CI Project and other components of the Community Infrastructure described in the Report consist solely of infrastructure and other improvements permitted under Section 190.012, Florida Statutes. The 2026 CI Project and any other components of the Community Infrastructure on which proceeds of the Bonds may be expended are described in the Report or will be described in a future supplemental engineer’s report relating to Community Infrastructure, subject to the limitations described in the Report, and will be, in the case of the Bonds, (i) owned by a governmental entity other than the Federal government; (ii) located on public property or within public rights of way or easements, and (iii) accessible by the general public and/or part of a public utility or drainage system. No earthwork, grading or other improvements relating to the 2026 CI Project or other components of the Community Infrastructure described in the Report have been or will be constructed or performed on private lots or private property. With respect to any lakes or canals constructed or improved as part of the 2026 CI Project or other components of the Community Infrastructure described in the Report, no water is being collected therein specifically to be used for reuse on private lots or private property (other than to the extent it is collected and used for that purpose by a publicly owned irrigation system) or for recreational purposes. All conservation and mitigation areas included in the 2026 CI Project and other components of the Community Infrastructure described in the Report are required by applicable governmental development orders, approvals and permits. All roadway systems that are part of the 2026 CI Project and other components of the Community Infrastructure described in the Report will be operated as public roads and any member of the

public will have free and unrestricted access to such roads, except to the extent included in the TIM Project.
The reasonably expected remaining average life of the Community Infrastructure improvements described in the Report (excluding the TIM projects described in the Report) is at least 25 years.
The ACOE Mitigation project described in the Report is not being undertaken for the purpose of creating fill to be used to grade private property. It is less expensive to allow the developer of the residential land in the Southern Grove Community Development Districts to use any excess fill generated by construction of such ACOE Mitigation project than to haul such fill off-site.
CULPEPPER & TERPENING, INC.

By: 	 Name:	 Title: 	

COMPOSITE EXHIBIT G

FORMS OF SUPPLEMENTAL BOND COUNSEL OPINION AND DISCLOSURE COUNSEL OPINION

[Form of Supplemental Bond Counsel Opinion]

	, 2026

Board of Supervisors
Southern Grove Community Development District No. 5 Port St. Lucie, Florida
MBS Capital Markets, LLC Winter Park, Florida
Re:	$	 Southern Grove Community Development District No. 5 Special Assessment Bonds, Series 2026 (Community Infrastructure)
Ladies and Gentlemen:
We have acted as Bond Counsel to Southern Grove Community Development District No. 5 (the “Issuer”) in connection with the initial issuance and delivery on this date by the Issuer of its $	 Special Assessment Bonds, Series 2026 (Community Infrastructure) (the “2026 Bonds”). All terms used herein in capitalized form and not otherwise defined herein shall have the same meanings as ascribed to them in the Indenture (hereinafter defined).
The 2026 Bonds are issued pursuant to the authority of the Constitution and laws of the State of Florida, including particularly, Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980), as amended, and Ordinance No. 07-37 enacted by the City Council of the City of Port St. Lucie, Florida on April 9, 2007, as amended (collectively, the “Act”) and Resolution No. 2013-06 adopted by the Board of Supervisors of the Issuer (the “Board”) on July 9, 2013, as supplemented, including as supplemented by Resolution No. 2026-  adopted by the Board on 	, 2026 (collectively, the “Resolution”). The 2026 Bonds are further being issued pursuant to that certain [Second Amended and Restated District Development Interlocal Agreement amended and restated as of July 9, 2013, as amended] (the “Interlocal Agreement”) and a Master Trust Indenture dated December 17, 2014 between the Issuer and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Master Indenture”), as supplemented by a Tenth Supplemental Trust Indenture between the Issuer and the Trustee and joined in by the Other Districts dated as of May 1, 2026 (the “Supplemental Indenture” and, together with the Master Indenture, the “Indenture”).
In rendering the opinions set forth below, we have examined the Act, a certified copy of the Resolution, the Indenture, the Interlocal Agreement, the Federal Tax Certificate dated of even

date herewith executed by the Issuer in connection with the 2026 Bonds (the “Tax Certificate”) (including the certificate of the Issuer’s Consulting Engineers attached thereto), the proceedings for validation in Case No. 56-2013-CA-002268 in the Nineteenth Judicial Circuit Court in and for St. Lucie County, County, Florida (the “Validation Proceedings”) and various other agreements, documents, instruments, certificates and opinions delivered in connection therewith, by or on behalf of the Issuer and others, including certified copies of proceedings of the Issuer relative to the issuance and delivery of the 2026 Bonds and forms of the 2026 Bonds as executed and authenticated, and other information submitted to us relative to the issuance and delivery by the Issuer of the 2026 Bonds as we deem necessary to render the opinions set forth below.
The opinions expressed herein are supplemental to, and are subject to all qualifications and limitations contained in, our bond counsel opinion and disclosure counsel opinion rendered to the Issuer as of the date hereof pertaining to the 2026 Bonds.
Based on the foregoing, we are of the opinion that, as of the date hereof and under existing law the 2026 Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939.
We have reviewed the statements contained in the Limited Offering Memorandum dated
	, 2026 relating to the 2026 Bonds (the “Limited Offering Memorandum”) under the captions [“DESCRIPTION OF THE 2026 BONDS” (other than the sub-caption thereunder “Book-Entry Only System,” as to which no opinion is expressed) and “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS” (other than the subcaptions “Additional Assessments,” “Enforcement of Payment of Assessments,” “Prepayments of 2026 CI Assessments,” “Adjustments to 2026 CI Assessments” and “Acquisition Agreement,” as to which no opinion is expressed)] insofar as such statements purport to summarize certain provisions of the Indenture and the 2026 Bonds, constitute fair summaries of such provisions. We have also reviewed the information contained in the Limited Offering Memorandum under the section captioned "TAX MATTERS" and are of the opinion that the statements contained therein are accurate.

As Bond Counsel, other than as set forth in the immediately preceding paragraph, we express no opinion with respect to the accuracy, completeness, fairness or sufficiency of the Limited Offering Memorandum, nor do we express any opinion with respect to the statistical, demographic and financial data contained in the Limited Offering Memorandum, or in any appendices, exhibits or attachments to the Limited Offering Memorandum, or with respect to other offering material relating to the 2026 Bonds.
The opinions set forth herein are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the United States of America. The only opinions rendered hereby shall be those expressly stated as such herein, and no opinion shall be implied or inferred as a result of anything contained herein or omitted herefrom.

Our opinions expressed herein are predicated upon current facts and circumstances, and upon present laws and interpretations thereof, and we assume no affirmative obligation to update the opinions expressed herein if such facts or circumstances, or laws or interpretations thereof, change after the date hereof, even if such changes come to our attention.
Our opinions expressed herein are rendered to you in connection with the 2026 Bonds. This is only an opinion letter and not a warranty or guaranty of the matters discussed herein. This letter is furnished by us solely for your benefit and may not be relied upon by any other persons. Except with respect to the Issuer, no attorney-client relationship has existed or exists between our firm and any other parties involved in the transaction related to the issuance of the 2026 Bonds or by virtue of this letter.
Respectfully submitted, HOLLAND & KNIGHT LLP

[Form of Disclosure Counsel Opinion]

	, 2026

Board of Supervisors
Southern Grove Community Development District No. 5 Port St. Lucie, Florida
Re:	$	 Southern Grove Community Development District No. 5 Special Assessment Bonds, Series 2026 (Community Infrastructure)
Ladies and Gentlemen:
We have acted as Disclosure Counsel to Southern Grove Community Development District No. 5 (the "Issuer") in connection with the initial issuance and delivery on this date by the Issuer of its $	 Special Assessment Bonds, Series 2026 (Community Infrastructure) (the “2026 Bonds”) and render this letter at your request.
The 2026 Bonds are issued pursuant to the authority of the Constitution and laws of the State of Florida, including particularly, Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980), as amended, and Ordinance No. 07-37 enacted by the City Council of the City of Port St. Lucie, Florida on April 9, 2007, as amended (collectively, the “Act”) and Resolution No. 2013-06 adopted by the Board of Supervisors of the Issuer (the “Board”) on July 9, 2013, as supplemented, including as supplemented by Resolution No. 2026-  adopted by the Board on 	, 2026 (collectively, the “Resolution”). The 2026 Bonds are further being issued pursuant to that certain [Second Amended and Restated District Development Interlocal Agreement amended and restated as of July 9, 2013, as amended] (the “Interlocal Agreement”) and a Master Trust Indenture dated December 17, 2014 between the Issuer and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Master Indenture”), as supplemented by a Tenth Supplemental Trust Indenture between the Issuer and the Trustee and joined in by the Other Districts dated as of May 1, 2026 (the “Supplemental Indenture” and, together with the Master Indenture, the “Indenture”). All terms used herein in capitalized form and not otherwise defined herein shall have the same meanings as ascribed to them in the Indenture.
As Disclosure Counsel, we have reviewed and relied upon the following:
Certified copies of the Resolution, Resolution No. 2026-  adopted by the Other Districts on [		], 2026, Resolution No. 2026-  adopted by the Issuer and the Other Districts on [ ], 2026 and Resolution No. 2026-  adopted by the Issuer and Southern Grove Community Development District Nos. 2, 4, 6, 8, 9 and 10 on [  ], 2026;
A certified copy of the Interlocal Agreement;

C	The proceedings for validation in Case No. 56-2013-CA-002268 in the Nineteenth Judicial Circuit Court in and for St. Lucie County, County, Florida (the “Validation Proceedings”);
Various other agreements, documents, instruments, certificates and opinions delivered in connection with the 2026 Bonds, by or on behalf of the Issuer and others, including certified copies of proceedings of the Issuer relative to the issuance and delivery of the 2026 Bonds and to the 2026 CI Assessments and the forms of the 2026 Bonds as executed;
The Limited Offering Memorandum of the Issuer relating to the 2026 Bonds dated
	, 2026 (the "Limited Offering Memorandum");
The Bond Purchase Contract dated 	, 2026 (the “Bond Purchase Contract”) relating to the 2026 Bonds between the Issuer and MBS Capital Markets, LLC, as the underwriter of the 2026 Bonds (the “Underwriter”);
a certificate of the Chair and Secretary of the District dated the date hereof, pertaining, among other things, to the Limited Offering Memorandum;
a Continuing Disclosure Agreement dated the date hereof executed by the Issuer and the other parties named therein relating to the 2026 Bonds; and
such other documents and instruments, including certificates and representations of public officials and other officers and representatives of the various parties participating in this transaction, and related matters that we have deemed necessary in order to render this letter.
We have also reviewed the opinions rendered this date of Kutak Rock LLP, counsel to the Issuer and the Other Districts (the "District Counsel"), pertaining to the 2026 Bonds. To the extent the opinions expressed herein relate to or are dependent upon a determination that the proceedings and actions relating to the authorization, issuance and sale of the 2026 Bonds are lawful and valid under the Constitution and laws of the State of Florida, that the 2026 Bonds and the Indenture are valid and legally binding obligations of the Issuer and that interest on the 2026 Bonds is excludable from the gross income of the owners thereof for federal income tax purposes, we understand that you are relying on the opinions rendered to you on the date hereof by this firm, in its capacity as Bond Counsel, and the District Counsel, as applicable, and no opinion is expressed herein as to such matters.
In the course of our participation in the preparation of the Limited Offering Memorandum, we participated in discussions with representatives of the Issuer, the Issuer’s District Manger, the Underwriter and its counsel, the Trustee and its counsel, the Master Developer (as defined in the Limited Offering Memorandum), the Issuer’s Consulting Engineers and the Issuer’s special assessment methodology consultant. In rendering this letter, we have relied as to matters of fact, to the extent we deemed proper, upon representations, warranties and certifications of the Issuer made in the Indenture, the 2026 Bonds, the Bond Purchase Contract, and documents and certificates relating thereto. In making examinations and in rendering this letter, we have assumed the genuineness of signatures on all documents and instruments, the

authenticity and completeness of all documents submitted to us as originals and the conformity to originals documents pf copies submitted to us.
Although we are not passing upon and do not assume responsibility for, the accuracy, completeness or fairness of the statements contained in the Limited Offering Memorandum, based upon the foregoing and the information made available to us in the course of our participation in the preparation of the Limited Offering Memorandum as Disclosure Counsel to the Issuer, and without having undertaken to determine independently the accuracy, completeness or fairness of any of the statements contained in the Limited Offering Memorandum, as of the date hereof and subject to the qualifications set forth herein, nothing has come to our attention which would cause us to believe that the Limited Offering Memorandum as of its date contained or, as of the date hereof contains, any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. We express no view herein with respect to the information pertaining to The Depository Trust Company or its book-entry only system of registration, the information provided by the Underwriter under the section of the Limited Offering Memorandum entitled “UNDERWRITING,” information contained under the caption “TAX MATTERS,” the report of [DiBartolomeo, McBee, Hartley & Barnes, P.A.], auditors to the Issuer, and references to any of the forgoing, or to any financial, statistical, engineering, economic or demographic data or forecasts, numbers, charts, tables, or graphs or any estimates, projections or expressions of opinion contained in or referenced in the Limited Offering Memorandum and the Appendices thereto.
We call to your attention that the scope of our engagement as Disclosure Counsel with respect to the 2026 Bonds was not to establish factual matters. The views set forth herein are expressly limited to, and we address only, the laws of the State of Florida and the United States of America. We express no view as to the effect of the laws of any other jurisdictions. The views expressed herein are based upon the laws in effect on the date hereof and are subject to any change in such laws, including judicial and administrative interpretations thereof, which may occur or be reported subsequent to the date hereof. No opinion shall be implied or inferred as a result of anything contained herein or omitted herefrom, except those, if any expressly stated as such.
This letter is furnished by us as Disclosure Counsel and is solely for your benefit and may not be relied upon by, or published or communicated to, any other person without our express written consent. We disclaim any obligation to supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
Sincerely yours,
HOLLAND & KNIGHT LLP

EXHIBIT H

FORM OF ISSUE PRICE CERTIFICATE
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5
(Port St. Lucie, Florida)
$	
Special Assessment Bonds, Series 2026 (Community Infrastructure)

The undersigned, on behalf of MBS Capital Markets, LLC. (“MBS”), in its capacity as the Underwriter, as hereinafter defined, hereby certifies as set forth below with respect to the sale and issuance of the above-captioned Special Assessment Bonds (the “Bonds”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Bond Purchase Contract dated as of 	, 2026, between the Issuer (hereinafter defined) and the Underwriter.
As of the Sale Date, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.
Additional Defined Terms.
Issuer means Southern Grove Community Development District No. 5.
Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
Public means any person (including an individual, trust, estate, partnership, association, company or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this Certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
Underwriter means (i) any person that agrees pursuant to a written contract with the District (or with a lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

We have been advised by Holland & Knight LLP, Bond Counsel to the Issuer (“Bond Counsel”), that the yield on an issue of tax exempt bonds is that discount rate which produces the same present value on the date of issue of the Bonds which when used in computing the present value of all payments of principal and interest to be made with respect to the issue of bonds equals the present value of the aggregate of the issue prices of the issue of bonds. The aggregate issue price of the Bonds is $	. The yield on the Bonds calculated in the manner described in this paragraph is 	%. For the purposes hereof, yield has been calculated on a 360 day basis, assuming semi-annual compounding.
We have been advised by Bond Counsel that the weighted average maturity of an issue of tax-exempt bonds is the sum of the products of the issue price of each maturity which is a part of the issue and the years to maturity (determined separately for each maturity and by taking into account mandatory redemptions), divided by the issue price of the entire issue. Assuming that the initial offering prices are the issue prices of the Bonds and that the entire issue price of the Bonds is $	.00, the weighted average maturity of the Bonds is     years.
The funding of the 2026 Reserve Account established under the Indenture in an amount equal to the 2026 Reserve Account Requirement for the Bonds were necessary in order to market and sell the Bonds. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
MBS CAPITAL MARKETS, LLC

Brett Sealy, Managing Partner

Dated: 	, 2026

SCHEDULE A ISSUE PRICE SCHEDULE

				10% Test		
				Maturities:		
				10% Test is		
Maturity		Principal	Interest	Met on		
Date	CUSIP #	Amount	Rate	Sale Date	Price	

						

SCHEDULE B PRICING WIRE

EXHIBIT C

FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM

C-1

Draft #1

PRELIMINARY LIMITED OFFERING MEMORANDUM DATED APRIL [	], 2026 NEW ISSUE - BOOK-ENTRY ONLY	NOT RATED
In the opinion of Holland & Knight LLP, Bond Counsel, as more fully described herein, under existing law and assuming continuing compliance by the Issuer (hereinafter defined) with certain tax covenants, the interest on the 2026 Bonds is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and is not treated as an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals under the Code; however, the interest on the 2026 Bonds is included in the “adjusted financial statement income” of certain corporations on which the federal alternative minimum tax is imposed under the Code. See “TAX MATTERS” herein.

SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5
(Port St. Lucie, Florida)
$[	]* Special Assessment Bonds, Series 2026 (Community Infrastructure) Dated: Date of Delivery	Due: May 1, as set forth below
Southern Grove Community Development District No. 5 (the “District” or the “Issuer”) is issuing its Special Assessment Bonds, Series 2026 (Community Infrastructure) (the “2026 Bonds”) in fully registered form, without coupons, in denominations of $5,000 and integral multiples thereof; provided, however, delivery of the 2026 Bonds to the initial purchasers thereof shall be in denominations of $100,000 or integral multiples of $5,000 in excess thereof. The 2026 Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Purchases of beneficial interests in the 2026 Bonds will be made in book entry only form and purchasers of beneficial interests in the 2026 Bonds will not receive physical 2026 Bond certificates. For so long as the book entry system is maintained, the principal of, premium, if any, and interest on the 2026 Bonds will be paid from the sources described herein by U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants, as more fully described herein. Any purchaser, as a beneficial owner of a 2026 Bond, must maintain an account with a broker or dealer who is, or acts through, a DTC Participant in order to receive payment of the principal of, premium, if any, and interest on such 2026 Bond. Interest on the 2026 Bonds is calculated on the basis of a 360 day year comprised of twelve thirty day months and is payable on each May 1 and November 1, commencing November 1, 2026. See “DESCRIPTION OF THE 2026 BONDS” herein. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture (hereinafter defined) or in the District Development Interlocal Agreement (hereinafter defined).

The District is a local unit of special-purpose government and an independent special district and political subdivision of the State of Florida created in accordance with the Uniform Community Development District Act of 1980, Florida Statutes, as amended (the “CDD Act”) by ordinance, as amended (the “Ordinance”), enacted by the City of Port St. Lucie, Florida (the “City”). The District is contiguous, or in close proximity, to nine other community development districts established pursuant to the CDD Act (collectively, the “Other Districts” and, together with the District, the “Districts”), which, together with the District, are parties to the District Development Interlocal Agreement, and to certain additional community development districts also established pursuant to the CDD Act (together with the Districts, the “CDDs”). The CDDs have jurisdiction over the lands located within the mixed-use master-planned community known as “Tradition” located within the City. The Districts have jurisdiction over the portion of Tradition within the Southern Grove DRI (hereinafter defined). See “TRADITION” and “SOUTHERN GROVE” herein.
Pursuant to the District Development Interlocal Agreement, the Other Districts delegated to the District, as the initial “Issuer” within the meaning of the District Development Interlocal Agreement, the authority to finance Community Infrastructure, consisting of community-wide public infrastructure, improvements, and facilities needed to serve land within the boundaries of the Districts. See “THE INTERLOCAL AGREEMENTS.” Proceeds of the 2026 Bonds will be used, together with other legally available funds, to (i) pay a portion of the Costs of the 2026 CI Project, which consists of constructing and/or acquiring certain public infrastructure, improvements, and facilities that are part of the Community Infrastructure, as described herein under “THE 2026 CI PROJECT;” (ii) pay a portion of the interest coming due on the 2026 Bonds;
(iii) fund the 2026 Reserve Account in an amount equal to the initial 2026 Reserve Account Requirement; and (iv) pay Costs of issuance of the 2026 Bonds. See “THE 2026 CI PROJECT,” “ESTIMATED SOURCES AND USES OF PROCEEDS” and “SECURITY FOR AND SOURCE
OF PAYMENT OF THE 2026 BONDS—‘2026 Acquisition and Construction Account’ and ‘2026 Reserve Account’” and “APPENDIX A—Consulting Engineer’s Report.”
The 2026 Bonds are being issued pursuant to the CDD Act, the charter of the District (as set forth in the Ordinance), the Florida Constitution and other applicable law, and the District Development Interlocal Agreement and the City Interlocal Agreement. The 2026 Bonds are further issued pursuant to a Master Trust Indenture dated December 17, 2014 entered into between the District and the Trustee (the “Master Indenture”) as supplemented by a Tenth Supplemental Trust Indenture (the “Supplemental Indenture,” and together with the Master Indenture, the “Indenture”), to be dated as of May 1, 2026 and to be entered into between the District and the Trustee, and joined in by certain of the Other Districts. The principal of and interest on the 2026 Bonds shall be payable solely from, and shall be secured solely by, the revenues derived from the collection of the 2026 CI Assessments levied by [certain of] the Districts in connection with the 2026 CI Project (the “2026 CI Pledged Revenues”) and the Funds and Accounts (except for the 2026 Rebate Account) established by the Indenture (the “2026 Pledged Funds and Accounts”). The 2026 CI Pledged Revenues and the 2026 Pledged Funds and Accounts collectively comprise the “2026 Trust Estate.” See “THE INTERLOCAL AGREEMENTS” and “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS—General.”

The 2026 Bonds are subject to optional, mandatory and extraordinary mandatory redemption at the times, in the amounts, and at the redemption prices more fully described herein under the caption “DESCRIPTION OF THE 2026 BONDS – Redemption Provisions.”
Investment in the 2026 Bonds involves certain risks. See “SUITABILITY FOR INVESTMENT” and “BONDHOLDERS’ RISKS” herein.
This cover page contains certain information for quick reference only. It is not a summary of the 2026 Bonds. Investors must read the entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision.
See the inside cover page hereof for principal amounts, interest rates, maturities, prices or yields, and initial CUSIP numbers of the 2026 Bonds.
The 2026 Bonds are offered for delivery when, as and if issued by the District and accepted by MBS Capital Markets, LLC as the Underwriter of the 2026 Bonds (the “Underwriter”), subject to the receipt of the opinion of Holland & Knight LLP, West Palm Beach, Florida, Bond Counsel, as to the validity of the 2026 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Holland & Knight LLP, West Palm Beach, Florida, is also serving as Disclosure Counsel to the District. Certain legal matters will be passed upon for the Underwriter by its counsel, Bryant Miller Olive, P.A., Orlando, Florida; for the District by its counsel, Kutak Rock LLP, Tallahassee, Florida; and for the Trustee by Aponte & Associates Law Firm, PLLC, Orlando, Florida. It is expected that the 2026 Bonds will be delivered in book-entry form through the facilities of DTC on or about May [  ], 2026.
MBS CAPITAL MARKETS, LLC
Dated: [	], 2026

*Preliminary, subject to change.

RED HERRING LANGUAGE
This Preliminary Limited Offering Memorandum and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Limited Offering Memorandum constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these 2026 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or filing under the securities laws of any such jurisdiction.

PRINCIPAL AMOUNTS, INTEREST RATES, MATURITIES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS

$[	] Term 2026 Bonds [		]% Due [	] 1, 20[		] Yield [	]% Priced at [	] Initial CUSIP No. [	]*
$[	] Term 2026 Bonds [		]% Due [	] 1, 20[		] Yield [	]% Priced at [	] Initial CUSIP No. [	]*
$[	] Term 2026 Bonds [		]% Due [	] 1, 20[		] Yield [	]% Priced at [	] Initial CUSIP No. [	]*

* Copyright 2026, CUSIP Global Services. CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. The CUSIP numbers are provided for convenience only. None of the District, the Underwriter or the Trustee take any responsibility for the accuracy of the CUSIP numbers and none of the District, the Underwriter or the Trustee have agreed to, or have, any duty or obligation to, update this Limited Offering Memorandum to reflect any change or correction in the CUSIP numbers reflected above.

SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5

BOARD OF SUPERVISORS*
William Pittsley, Chair Bianca Magloire, Vice Chair
Chandre Casey, Assistant Secretary Judith Bergollo, Assistant Secretary

DISTRICT MANAGER AND ASSESSMENT CONSULTANT
Special District Services, Inc.
Port St. Lucie, Florida

COUNSEL TO THE DISTRICT
Kutak Rock LLP Tallahassee, Florida

DISTRICT ENGINEER
Culpepper & Terpening, Inc.
Fort Pierce, Florida

BOND COUNSEL AND DISCLOSURE COUNSEL
Holland & Knight LLP West Palm Beach, Florida

*One seat is currently vacant

No dealer, broker, salesperson, or other person has been authorized by Southern Grove Community Development District No. 5 (the “District” or the “Issuer”) or MBS Capital Markets, LLC (the “Underwriter”) to give any information or make any representations, other than those contained in this Limited Offering Memorandum, and if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Limited Offering Memorandum, nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in the affairs of the District, the Other Districts, Tradition, Southern Grove or the 2026 Assessment Area (as such capitalized terms are hereinafter defined) since the date hereof. Neither the delivery of this Limited Offering Memorandum nor any sale made pursuant to this Limited Offering Memorandum implies that any information set forth in this Limited Offering Memorandum is correct as of any date after the date of this Limited Offering Memorandum.
The information set forth herein has been obtained from public documents, records and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the Underwriter. The Underwriter has provided the following sentence for inclusion in this Limited Offering Memorandum. The Underwriter has reviewed the information in this Limited Offering Memorandum in accordance with its responsibilities to investors under the federal securities laws, but the Underwriter does not guarantee the accuracy or completeness of such information.
Statements contained herein that are not purely historical, are forward-looking statements, including statements regarding the expectations, hopes, intentions, or strategies of the District regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included herein are based on information available on the date hereof, and the District assumes no obligation to update any such forward-looking statements. Such forward-looking statements are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the District and owners of land in the 2026 Assessment Area. Actual results could differ materially from those discussed in such forward-looking statements and, therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate.
THIS LIMITED OFFERING MEMORANDUM IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM (“ORIGINAL BOUND FORMAT”) OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS LIMITED OFFERING MEMORANDUM MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL DIRECTLY FROM EITHER OR BOTH OF SUCH WEBSITES.

REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER’S CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS LIMITED OFFERING MEMORANDUM FOR ANY PURPOSE INCLUDING FOR PURPOSES OF RULE 15C2-12 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION.
Certain information in this Limited Offering Memorandum has been provided by The Depository Trust Company (“DTC”). The District has not provided information in this Limited Offering Memorandum with respect to DTC and does not certify as to the accuracy or sufficiency of the disclosure policies of or content provided by DTC and is not responsible for the information provided by DTC.
THIS LIMITED OFFERING MEMORANDUM DOES NOT CONSTITUTE A CONTRACT BETWEEN THE DISTRICT OR THE UNDERWRITER AND ANY ONE OR MORE OF THE OWNERS OF THE 2026 BONDS.
THE 2026 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE (HEREINAFTER DEFINED) BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON CERTAIN EXEMPTIONS SET FORTH IN SUCH ACTS. THE REGISTRATION, QUALIFICATION OR EXEMPTION OF THE 2026 BONDS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF ANY JURISDICTIONS WHEREIN THE 2026 BONDS HAVE BEEN OR WILL BE REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF BY SUCH JURISDICTIONS. NONE OF THE DISTRICT, THE CITY OF PORT ST. LUCIE, FLORIDA, ST. LUCIE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY OTHER POLITICAL SUBDIVISION OR AGENCY THEREOF HAS GUARANTEED OR PASSED UPON THE MERITS OF THE 2026 BONDS. OTHER THAN THE DISTRICT, NONE OF THE CITY OF PORT ST. LUCIE, FLORIDA, ST. LUCIE COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF HAS PASSED UPON THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS LIMITED OFFERING MEMORANDUM.
THIS PRELIMINARY LIMITED OFFERING MEMORANDUM IS IN A FORM DEEMED FINAL BY THE DISTRICT FOR PURPOSES OF RULE 15c2-12 ISSUED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15c2-12(B)(1).

TABLE OF CONTENTS
Page
INTRODUCTION	1
General	1
Certain Matters Relating to the 2026 Bonds	1
Miscellaneous	2
DESCRIPTION OF THE 2026 BONDS	3
General	3
Redemption Provisions	3
Notice and Effect of Redemption	6
Book-Entry Only System	6
ESTIMATED SOURCES AND USES OF PROCEEDS	9
DEBT SERVICE REQUIREMENTS FOR THE 2026 BONDS	10
THE INTERLOCAL AGREEMENTS	11
District Development Interlocal Agreement	11
City Interlocal Agreement.	14
SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS	14
General	14
No Parity Bonds; Issuance of Other Obligations	16
Additional Assessments	18
Enforcement of Payment of Assessments	18
2026 Acquisition and Construction Account	19
2026 Reserve Account	20
Prepayment of 2026 CI Assessments	22
Adjustments to 2026 CI Assessments	23
Acquisition Agreement	23
Bankruptcy or Insolvency of a Landowner	23
Damage and Destruction of 2026 CI Project	24
ENFORCEMENT OF ASSESSMENT COLLECTIONS	25
Tax Collection Procedures	25
Uniform Method Tax Collection Procedure	25
Foreclosure	29
THE DISTRICT	30
Legal Powers and Authority	30
Other Indebtedness	34
Board of Supervisors	34
i

The District Manager and Other Consultants	36
Additional Matters Relating to Special Districts	36
THE 2026 CI PROJECT	37
SPECIAL ASSESSMENT METHODOLOGY	38
TRADITION	39
Overview	39
Prior Master Developer and the Interim Landowner	40
Interim Landowner’s Exit from Tradition	40
Master Developer’s Land Acquisition	41
Master Developer	41
SOUTHERN GROVE	42
Overview	42
Status of Development	43
THE 2026 ASSESSMENT AREA	44
General	44
Allocation Threshold	45
Land Ownership and Development Status	45
Parcel Descriptions	46
Other Taxes and Special Assessments	47
Historical Collection of 2026 CI Assessments	48
BONDHOLDERS’ RISKS	49
TAX MATTERS	59
Opinion of Bond Counsel	59
Certain Collateral Federal Income Tax Consequences	60
Information Reporting and Backup Withholding	60
Original Issue Premium	61
Original Issue Discount	62
Miscellaneous	62
AGREEMENT BY THE STATE	63
LEGALITY FOR INVESTMENT	63
SUITABILITY FOR INVESTMENT	63
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	64
CONTINUING DISCLOSURE	64
Disclosure Agreement	64

Prior Undertakings	65
FINANCIAL STATEMENTS	65
ENFORCEABILITY OF REMEDIES	65
LITIGATION	65
UNDERWRITING	65
DISCLOSURE OF MULTIPLE ROLES	66
EXPERTS	66
CONTINGENT FEES	66
LEGAL MATTERS	66
VALIDATION	67
MISCELLANEOUS	67
APPENDICES

APPENDIX A	CONSULTING ENGINEER’S REPORT..............................................	A-1	
APPENDIX B	MASTER INDENTURE AND FORM OF SUPPLEMENTAL INDENTURE .........................................................................................	
B-1	
APPENDIX C	FORM OF OPINION OF BOND COUNSEL .......................................	C-1	
APPENDIX D	FORM OF CONTINUING DISCLOSURE AGREEMENT .................	D-1	
APPENDIX E	SPECIAL ASSESSMENT METHODOLOGY REPORT .....................	E-1	
APPENDIX F	DISTRICT DEVELOPMENT INTERLOCAL AGREEMENT ............	F-1	
APPENDIX G	AUDITED FINANCIAL STATEMENTS .............................................	G-1	
APPENDIX H	MAP OF CURRENT BOUNDARIES OF THE DISTRICTS ...............	H-1	

LIMITED OFFERING MEMORANDUM
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5
(Port St. Lucie, Florida)
$[	]* Special Assessment Bonds, Series 2026 (Community Infrastructure) INTRODUCTION
General
The purpose of this Limited Offering Memorandum, including the cover page, inside cover page, and appendices hereto, is to provide certain information in connection with the issuance and sale by Southern Grove Community Development District No. 5 (the “District” or the “Issuer”) of its Special Assessment Bonds, Series 2026 (Community Infrastructure) (the “2026 Bonds”). No person has been authorized by the District or MBS Capital Markets, LLC (the “Underwriter”) to give any information or to make any representations, other than those contained in this Limited Offering Memorandum and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture (hereinafter defined) or in the District Development Interlocal Agreement (hereinafter defined).
The District is a local unit of special-purpose government and an independent special district and political subdivision of the State of Florida created in accordance with the Uniform Community Development District Act of 1980, Florida Statutes, as amended (the “CDD Act”) by ordinance, as amended (the “Ordinance”), enacted by the City of Port St. Lucie, Florida (the “City”). The District is contiguous, or in close proximity, to nine other community development districts established pursuant to the CDD Act (collectively, the “Other Districts” and, together with the District, the “Districts”) which, together with the District, are parties to the District Development Interlocal Agreement, and to certain additional community development districts also established pursuant to the CDD Act (together with the Districts, the “CDDs”). The CDDs have jurisdiction over the lands located within the mixed-use master-planned community known as “Tradition” located within the City. The Districts have jurisdiction over the portion of Tradition within the Southern Grove DRI (hereinafter defined). See “TRADITION” and “SOUTHERN GROVE” herein.
Pursuant to the District Development Interlocal Agreement among the Districts, the Other Districts delegated to the District, as the initial “Issuer” within the meaning of the District Development Interlocal Agreement, the authority to finance Community Infrastructure, consisting of community-wide public infrastructure, improvements and facilities needed to serve land within the boundaries of the Districts. See “THE INTERLOCAL AGREEMENTS.”
Certain Matters Relating to the 2026 Bonds
Proceeds of the 2026 Bonds will be used, together with other legally available funds, to (i) pay a portion of the Costs of the 2026 CI Project, which consists of constructing and/or acquiring certain public infrastructure, improvements, and facilities that are part of the Community Infrastructure, as described herein under “THE 2026 CI PROJECT;” (ii) pay a portion of the

* Preliminary, subject to change.

interest coming due on the 2026 Bonds; (iii) fund the 2026 Reserve Account in an amount equal to the initial 2026 Reserve Account Requirement; and (iv) pay Costs of issuance of the 2026 Bonds. See “THE 2026 CI PROJECT,” “ESTIMATED SOURCES AND USES OF PROCEEDS” and “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS—‘2026
Acquisition and Construction Account’ and ‘2026 Reserve Account’” and “APPENDIX A—Consulting Engineer’s Report.”
The 2026 Bonds are being issued pursuant to the CDD Act, the charter of the District (as set forth in the Ordinance), the Florida Constitution and other applicable law, and the District Development Interlocal Agreement and the City Interlocal Agreement (collectively, the “Act”). The 2026 Bonds are being further issued pursuant to a Master Trust Indenture (the “Master Indenture”) dated December 17, 2014 entered into between the District and the Trustee, as supplemented by a Tenth Supplemental Trust Indenture (the “Supplemental Indenture,” and together with the Master Indenture, the “Indenture”), to be dated as of May 1, 2026 and to be entered into between the District and the Trustee, and joined in by certain of the Other Districts.
The principal of and interest on the 2026 Bonds shall be payable solely from, and shall be secured solely by, the revenues derived from the collection of the 2026 CI Assessments levied by certain of the Districts in connection with the 2026 CI Project (the “2026 CI Pledged Revenues”) and the Funds and Accounts (except for the 2026 Rebate Account) established by the Indenture (the “2026 Pledged Funds and Accounts”). The 2026 CI Pledged Revenues and the 2026 Pledged Funds and Accounts collectively comprise the “2026 Trust Estate.” See “THE INTERLOCAL AGREEMENTS” and “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026
BONDS—General.”
ONLY THE REVENUES DERIVED FROM THE LEVY AND COLLECTION OF THE 2026 CI ASSESSMENTS BY THE DISTRICTS WITH JURISDICTION OVER THE DISTRICT LANDS IN THE 2026 ASSESSMENT AREA ARE PART OF THE 2026 TRUST ESTATE PLEDGED TO THE 2026 BONDS. REVENUES DERIVED BY THE DISTRICT OR ANY OF THE OTHER DISTRICTS FROM THE LEVY AND COLLECTION OF ANY OTHER NON-AD VALOREM ASSESSMENTS WILL NOT SECURE OR OTHERWISE BE AVAILABLE TO PAY THE 2026 BONDS.
The 2026 Bonds are subject to optional, mandatory and extraordinary mandatory redemption, at the times, in the amounts, and at the redemption prices more fully described herein under the caption “DESCRIPTION OF THE 2026 BONDS – Redemption Provisions.”
Investment in the 2026 Bonds involves certain risks. See “SUITABILITY FOR INVESTMENT” and “BONDHOLDERS’ RISKS” herein.
Miscellaneous
There follows in this Limited Offering Memorandum a brief description of the District, the 2026 CI Project and the 2026 Assessment Area, together with summaries of terms of the 2026 Bonds, the Indenture, certain interlocal agreements to which the District, the Other Districts and/or the current Administration District (hereinafter defined) is a party, and certain provisions of the CDD Act. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and statutes, all references to the 2026 Bonds are qualified by

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reference to the definitive forms thereof and the information with respect thereto contained in the Indenture. For the full text of the Master Indenture and the form of the Supplemental Indenture, see “APPENDIX B— Master Indenture and Form of the Supplemental Indenture.” For the full text of the District Development Interlocal Agreement, see “APPENDIX F—District Development Interlocal Agreement.”
DESCRIPTION OF THE 2026 BONDS
General
The 2026 Bonds are issuable only in fully-registered form, in denominations of $5,000 and integral multiples thereof; provided, however, delivery of 2026 Bonds to the initial purchasers thereof shall be in denominations of $100,000 or integral multiples of $5,000 in excess thereof. The 2026 Bonds will be dated as of their date of delivery, and will bear interest from that date at the rates per annum and mature on the dates set forth on the inside cover page of this Limited Offering Memorandum, subject to the redemption provisions set forth below. Interest on the 2026 Bonds will be computed on the basis of a 360-day year of twelve 30-day months and will be payable on each May 1 and November 1, commencing November 1, 2026. U.S. Bank Trust Company, National Association is acting as successor Trustee, Paying Agent and Registrar for the 2026 Bonds.
The 2026 Bonds shall be initially issued in the form of a separate single certificated fully registered 2026 Bond for each maturity thereof. Upon initial issuance, the ownership of each such 2026 Bond shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), the initial Bond Depository. Except as provided in the Indenture, all of the Outstanding 2026 Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. See “DESCRIPTION OF THE 2026 BONDS - Book-Entry Only System” herein.
Redemption Provisions
Optional Redemption.
The 2026 Bonds are subject to redemption prior to maturity at the option of the District in whole or part on any date on or after May 1, 20[  ] at the Redemption Price of the principal amount of the 2026 Bonds or portions thereof to be redeemed, together with accrued interest to the date of redemption.
Mandatory Redemption.
The 2026 Bonds maturing May 1, 20[  ] are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2026 Sinking Fund Subaccount established under the Supplemental Indenture in satisfaction of applicable Amortization Installments (as defined in the Master Indenture) at the Redemption Price of the

3

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 Installments

May 1 of the Year

Amortization Installments

*

Maturity
The 2026 Bonds maturing May 1, 20[  ] are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2026 Sinking Fund Subaccount established under the Supplemental Indenture in satisfaction of applicable Amortization Installments (as defined in the Master Indenture) 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 Installments

May 1 of the Year

Amortization Installments

*

Maturity
The 2026 Bonds maturing May 1, 20[ ] are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the 2026 Sinking Fund Subaccount established under the Supplemental Indenture in satisfaction of applicable Amortization Installments (as defined in the Master Indenture) 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 Installments

May 1 of the Year

Amortization Installments

*

Maturity

4

Upon any redemption of 2026 Bonds (other than 2026 Bonds redeemed in accordance with scheduled Amortization Installments and other than 2026 Bonds redeemed at the direction of the District accompanied by a cash flow certificate as required by Section 7.04 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 2026 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the 2026 Bonds.
Extraordinary Mandatory Redemption.
The 2026 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Quarterly Redemption Date, and if in part, pro rata, determined based on the Outstanding principal of each 2026 Term Bond divided by the total Outstanding principal amount of the 2026 Bonds, calculated by the District, and as otherwise provided in the Indenture, 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 2026 CI Project, by application of moneys transferred from the 2026 Acquisition and Construction Account to the 2026 Prepayment Subaccount of the 2026 Redemption Account in accordance with the terms of the Indenture; or
from amounts, including 2026 Prepayment Principal, required by the Indenture to be deposited into the 2026 Prepayment Subaccount of the 2026 Redemption Account; or
from amounts transferred to the 2026 Prepayment Subaccount of the 2026 Redemption Account resulting from surplus in the 2026 Reserve Account as provided for in the Indenture; or
on and after the date on which the amounts on deposit in the 2026 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the 2026 Bonds then Outstanding, including accrued interest thereon.
Extraordinary mandatory redemptions of the 2026 Bonds may occur pursuant to subsection (b) above at any time after the issuance of the 2026 Bonds on a regular and accelerated basis. See “THE 2026 ASSESSMENT AREA—Allocation of 2026 CI Assessments.”
Selection of 2026 Bonds for Redemption. If less than all of the 2026 Bonds of a maturity shall be called for redemption, the particular 2026 Bonds or portions of 2026 Bonds to be redeemed shall be selected by lot by the Registrar as provided in the Indenture or directed by DTC.
Purchase In Lieu of Redemption. Subject to the provisions of Section 7.04 of the Master Indenture, the District may purchase 2026 Bonds Outstanding at any time in the open market, whether or not such 2026 Bonds shall then be subject to redemption, at the most advantageous price obtainable with reasonable diligence, having regard to maturity, option to redeem, rate and price, such price not to exceed the principal of such 2026 Bonds to be purchased, plus the amount of the premium, if any, which would be payable on the next redemption date to the Owners of such

5

Bonds under the provisions of the Indenture if such 2026 Bonds were called for redemption on such date. The principal amount of any such 2026 Bonds so purchased shall be credited to the amounts otherwise required to be deposited for the payment of 2026 Bonds as provided in Section
7.04 of the Master Indenture.
Notice and Effect of Redemption
The Indenture provides that when required to redeem 2026 Bonds under any provision of the Master Indenture or directed to do so by the District, the Trustee shall cause notice of the redemption, either in whole or in part, to be mailed at least thirty (30) but not more than sixty (60) days prior to the redemption date to all Owners of 2026 Bonds to be redeemed (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addresses, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption of the 2026 Bonds for which notice was duly mailed in accordance with Section 7.02 of the Master Indenture. Further notice of redemption shall be given by the Registrar to certain registered securities depositories and information services as set forth in the Indenture.
As provided in the Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice.
Book-Entry Only System
The information in this section concerning DTC and DTC’s book-entry system has been obtained from DTC and neither the District nor the Underwriter makes any representation or warranty or takes any responsibility for the accuracy or completeness of such information.
DTC will act as securities depository for the 2026 Bonds. The 2026 Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered 2026 Bond certificate will be issued for each maturity of the 2026 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The

6

Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The Direct Participants and the Indirect Participants are collectively referred to herein as the “DTC Participants.” DTC has a Standard & Poor’s rating of AA+. The DTC rules applicable to its DTC Participants are on file with the Securities and Exchange Commission (the “SEC”). More information about DTC can be found at www.dtcc.com.
Purchases of 2026 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2026 Bonds on DTC’s records. The ownership interest of each actual purchaser of each 2026 Bond (each a “Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2026 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2026 Bonds, except in the event that use of the book-entry system for the 2026 Bonds is discontinued.
To facilitate subsequent transfers, all 2026 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the 2026 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2026 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 2026 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2026 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2026 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2026 Bond documents. For example, Beneficial Owners of 2026 Bonds may wish to ascertain that the nominee holding the 2026 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them.

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Redemption notices shall be sent to DTC. If less than all of the 2026 Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such series or maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the 2026 Bonds unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the 2026 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the 2026 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the District or the Paying Agent on a payment date in accordance with their respective holdings shown on DTC’s records. Payments by DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be the responsibility of such DTC Participant and not of DTC nor its nominee, the Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest on the 2026 Bonds, as applicable, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District and/or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the 2026 Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, 2026 Bond certificates are required to be printed and delivered. Subject to the policies and procedures of DTC (or any successor securities depository), the District may decide to discontinue use of the system of book-entry transfers through DTC upon compliance with any applicable DTC rules and procedures. In that event, 2026 Bond certificates will be printed and delivered.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE 2026 BONDS, AS NOMINEE OF DTC, REFERENCE HEREIN TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE 2026 BONDS WILL MEAN CEDE & CO., AS AFORESAID, AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE 2026 BONDS.
The District can make no assurances that DTC will distribute payments of principal, redemption price, if any, or interest on the 2026 Bonds to the Direct Participants, or that Direct and Indirect Participants will distribute payments of principal, redemption price, if any, or interest on the 2026 Bonds or redemption notices to the Beneficial Owners of such 2026 Bonds or that they will do so on a timely basis, or that DTC or any of its Participants will act in a manner described in this Limited Offering Memorandum. The District is not responsible or liable for the failure of DTC to make any payment to any Direct Participant or failure of any Direct or Indirect Participant to give any notice or make any payment to a Beneficial Owner in respect to the 2026 Bonds or any error or delay relating thereto. The rights of holders of beneficial interests in the

8

2026 Bonds and the manner of transferring or pledging those interests are subject to applicable state law. Holders of beneficial interests in the 2026 Bonds may want to discuss the manner of transferring or pledging their interest in the 2026 Bonds with their legal advisors.
NONE OF THE DISTRICT, THE TRUSTEE OR THE PAYING AGENT SHALL HAVE ANY OBLIGATION WITH RESPECT TO ANY DEPOSITORY PARTICIPANT OR BENEFICIAL OWNER OF THE 2026 BONDS DURING SUCH TIME AS THE 2026 BONDS ARE REGISTERED IN THE NAME OF A SECURITIES DEPOSITORY PURSUANT TO A BOOK-ENTRY ONLY SYSTEM OF REGISTRATION.
ESTIMATED SOURCES AND USES OF PROCEEDS
Proceeds from the issuance and delivery of the 2026 Bonds are expected to be applied as follows:
Sources

Principal Amount of 2026 Bonds	$
[Less: Original Issue Discount] [Plus: Original Issue Premium]

Total Sources	$
Uses
Deposit to 2026 Capitalized Interest Subaccount (1)	$ Deposit to 2026 Acquisition and Construction Account (2)
Deposit to 2026 Reserve Account (3)
Deposit to 2026 Costs of Issuance Account (4)

Total Uses	$

(1)  To pay interest through November 1, 2026.
(2)  See “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS—2026
Acquisition and Construction Account.”
(3)  Equal to the initial 2026 Reserve Account Requirement.
(4) Includes the fees of professionals and consultants, printing and other related costs of issuance. Also includes Underwriter’s discount not deposited to 2026 Costs of Issuance Account.

[This Space Intentionally Left Blank]

DEBT SERVICE REQUIREMENTS FOR THE 2026 BONDS

Period Ending			Principal		Interest*		Period Total (1)	
		$			$		$	

TOTAL	$		$		$	

*Includes capitalized interest.
(1) Amounts are rounded to the nearest whole dollar.

THE INTERLOCAL AGREEMENTS
The following is intended to only briefly summarize the pertinent provisions of the District Development Interlocal Agreement and the City Interlocal Agreement and is not intended to be an exhaustive description of such agreements. Reference is made to the complete copy of the District Development Interlocal Agreement attached hereto as APPENDIX F for all the terms and conditions thereof. See “THE DISTRICT—Additional Interlocal Agreements” for information regarding certain other interlocal agreements relating to the Districts.
District Development Interlocal Agreement
General
The District and the Other Districts (consisting of Southern Grove Community Development District No. 1, Southern Grove Community Development District No. 2, Southern Grove Community Development District No. 3, Southern Grove Community Development District No. 4, Southern Grove Community Development District No. 6, Southern Grove Community Development District No. 7, Southern Grove Community Development District No. 8, Southern Grove Community Development District No. 9 and Southern Grove Community Development District No. 10) (the District and the Other Districts being referred to collectively as the “Districts”) have jurisdiction over approximately 3,600 acres of land being developed as a single mixed-use development of regional impact known as the “Southern Grove DRI.” See “SOUTHERN GROVE” herein.
The Districts have entered into or joined in that certain Second Amended and Restated District Development Interlocal Agreement, dated as of July 9, 2013, as amended by that certain First Amendment dated November 19, 2019, and as may be further amended from time to time (the “District Development Interlocal Agreement”). The District Development Interlocal Agreement provides, among other matters, for the delegation of authority to one of the Districts designated in the manner set forth in the District Development Interlocal Agreement to act as the “Issuer” to finance the acquisition, construction, and equipping of certain public infrastructure projects for the benefit of the District Lands (the “Community Infrastructure”) and/or for the benefit of the District Lands within any of the respective Districts (the “District Infrastructure” and together with the Community Infrastructure, the “Public Infrastructure”). Pursuant to the District Development Interlocal Agreement, the District is designated as the initial “Issuer.” Accordingly, the District may issue indebtedness relating to Community Infrastructure, such as the 2026 Bonds, on behalf of all of the Districts (collectively, the “Community Infrastructure Indebtedness”) and indebtedness related to its own District Infrastructure (collectively, “CDD No. 5 Infrastructure Indebtedness”) and indebtedness relating to District Infrastructure on behalf of any of the Other Districts, at their request (the “Other District Infrastructure Indebtedness”). Each of the Districts also reserves the right to finance, operate and maintain its own District Infrastructure.
The District has heretofore issued its $7,035,000 in original principal amount of Special Assessment Bonds, Series 2019 (Community Infrastructure), which are currently outstanding in the principal amount of $5,700,000, to finance and refinance a portion of the Community Infrastructure (the “2019 Bonds”), its $6,535,000 in original principal amount of Special Assessment Bonds, Series 2020 (Community Infrastructure), which are currently outstanding in

the principal amount of $4,465,000, to finance and refinance a portion of the Community Infrastructure (the “2020 Bonds”), its $15,730,000 in original principal amount of Special Assessment Bonds, Series 2021 (Community Infrastructure), which are currently outstanding in the principal amount of $10,415,000, to finance and refinance a portion of the Community Infrastructure (the “2021 Bonds”), its $8,760,000 Special Assessment Bonds, Series 2022-1 (Community Infrastructure) and $2,935,000 Special Assessment Bonds, Series 2022-2 (Community Infrastructure) (Federally Taxable) (collectively, the “2022 Bonds”), which are currently outstanding in the aggregate principal amount of $11,330,000, to finance and refinance a portion of the Community Infrastructure, and its $8,435,000 Special Assessment Bonds, Series 2024 (Community Infrastructure), which are currently outstanding in the principal amount of
$7,645,000, to finance and refinance a portion of the Community Infrastructure (the “2024 Bonds”). [TO BE UPDATED FOR MAY 1 PRINCIPAL PAYMENT]
The 2019 Bonds, the 2020 Bonds, the 2021 Bonds, the 2022 Bonds, and the 2024 Bonds are the only obligations representing Community Infrastructure Indebtedness currently outstanding pursuant to the authority of the District Development Interlocal Agreement. There is currently no CDD No. 5 Infrastructure Indebtedness or Other District Infrastructure Indebtedness outstanding pursuant to the authority of the District Development Interlocal Agreement. See “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS—No Parity Bonds;
Issuance of Other Obligations.”
In addition, pursuant to the District Development Interlocal Agreement, Southern Grove Community Development District No. 1 (“District No. 1”) has been appointed as the initial Administration District within the meaning of the District Development Interlocal Agreement, with the authority to (i) implement all matters relating to the collection and enforcement of the non-ad valorem special assessments levied in connection with Community Infrastructure (the “Community Infrastructure Assessments”) and in connection with District Infrastructure (the “District Infrastructure Assessments” and, collectively with the Community Infrastructure Assessments, the “Public Infrastructure Assessments”); (ii) operate and maintain Community Infrastructure; and (iii) if requested by any one of the Districts other than District No. 1, operate and maintain District Infrastructure on behalf of such requesting Districts.
Pursuant to the District Development Interlocal Agreement, the District has delegated to the Administration District the responsibility for operating and maintaining the 2026 CI Project and the Administration District has accepted such delegation.
The applicable District serving as the Administration District may be changed to a different District from time to time in accordance with the District Development Interlocal Agreement.
Matters Relating to Public Infrastructure Assessments
Each of the Districts has, by resolution, previously adopted the proceedings required by applicable law to impose the Public Infrastructure Assessments on the assessable lands within their respective boundaries.
The Community Infrastructure Assessments are determined pursuant to the Assessment Proceedings (as defined in the Supplemental Indenture) on an aggregate basis, based on all of the

planned uses in the Districts, thereby creating a maximum amount of Community Infrastructure Assessments that can be levied on the property in the Districts. The Assessment Proceedings provide for the allocation to the uses planned for the real property within the Districts specially benefited thereby, in accordance with the assessment methodology set forth therein, the total actual and estimated cost of the Community Infrastructure, plus related actual financing costs. As noted, the 2026 CI Assessments are a portion of the Community Infrastructure Assessments.
In addition, each of the Districts has adopted the assessment proceedings required by applicable law (the “District Assessment Proceedings”) to impose the Public Infrastructure Assessments relating to District Infrastructure on the assessable lands within their respective boundaries in an amount equal to the applicable maximum amount reflected in the Assessment Proceedings for each of the Districts, based on a cost of $60,000 per acre.
Pursuant to the District Development Interlocal Agreement, District No. 1, as the current Administration District, is charged with collecting Public Infrastructure Assessments (of which the 2026 CI Assessments are a part) pledged to particular Public Infrastructure Indebtedness (of which the 2026 Bonds are a part) and remitting them to the Trustee for such Public Infrastructure Indebtedness.
Revenues derived from the levy and collection of any Community Infrastructure Assessments other than the 2026 CI Assessments are not included as part of the 2026 Trust Estate and shall not be available to pay any amounts due with respect to the 2026 Bonds.
In addition, revenues derived from the levy and collection of any District Infrastructure Assessments are not included as part of the 2026 Trust Estate and shall not be available to pay any amounts due with respect to the 2026 Bonds.
See “SPECIAL ASSESSMENT METHODOLOGY” and “APPENDIX E—Special
Assessment Methodology Report” for additional information regarding the 2026 CI Assessments.
Term; Termination
The term of the District Development Interlocal Agreement (the “Term”), unless extended or earlier terminated as provided therein, shall terminate on the date that is last to occur of (a) fifty years from the date thereof, and (b) the date on which all Public Infrastructure Indebtedness (which includes the 2026 Bonds) used to finance all or part of any Public Infrastructure (which includes the 2026 CI Project), including refinancings thereof, are no longer deemed Outstanding (as defined in the financing documents related to such Public Infrastructure Indebtedness). The Term may be extended for additional successive one-year terms upon the written consent of all of the Districts provided no later than sixty (60) days prior to the expiration of the then current Term.
The Term may be terminated as follows: (a) upon the failure of the Issuer or the Administration District, as applicable, to cure, or to be actively taking steps to cure, any default in its obligations under the District Development Interlocal Agreement within 180 days following receipt of written notice from all of the Other Districts specifying the default and describing the steps required to be taken to remedy such default; or (b) upon the written consent of all of the Districts.

City Interlocal Agreement
The City, the District and the other initial Southern Grove Community Development Districts (consisting of Southern Grove Community Development District No. 1, Southern Grove Community Development District No. 2, Southern Grove Community Development District No. 3, Southern Grove Community Development District No. 4 and Southern Grove Community Development District No. 6) have entered into that certain City/District Development Interlocal Agreement (Southern Grove) dated September 11, 2012 (the “City Interlocal Agreement”) to confirm, among other matters, the exercise by the District and the Other Districts outside of their respective boundaries and the boundaries of any of the Districts of the powers granted by the CDD Act with respect to their own District Infrastructure, consistent with the CDD Act and the local government comprehensive plan of the City. The other Districts established after the date of execution of the City Interlocal Agreement are automatically deemed to be parties to the City Interlocal Agreement by the terms of the City Interlocal Agreement.
SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS
General
NEITHER THE 2026 BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT OR ANY OF THE OTHER DISTRICTS WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE OF FLORIDA. THE 2026 BONDS AND THE INTEREST PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR ANY OF THE OTHER DISTRICTS OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OR THE OTHER DISTRICTS OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT, THE OTHER DISTRICTS OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY THE DEBT SERVICE REQUIREMENTS OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2026 BONDS. RATHER, THE DEBT SERVICE REQUIREMENTS AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE 2026 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2026 CI PLEDGED REVENUES AND THE 2026 PLEDGED FUNDS AND ACCOUNTS PLEDGED TO THE 2026 BONDS, ALL AS PROVIDED HEREIN AND IN THE INDENTURE.
Payment of the principal of, premium, if any, and interest on the 2026 Bonds is secured by a pledge of and a first lien upon the 2026 CI Pledged Revenues and the 2026 Pledged Funds and Accounts. The 2026 CI Pledged Revenues are defined in the Indenture to mean all revenues received from the collection of the 2026 CI Assessments. The 2026 CI Assessments are levied on and allocated to assessable lands within the boundaries of the 2026 Assessment Area (also referred to herein as the “Benefitted Parcels”) benefitted by the 2026 CI Project.
The “2026 Assessment Area” consists of [  ] platted single-family lots, together with platted non-residential properties totaling approximately [   ] acres of additional assessable

District Lands in the boundaries of [certain of] the Districts, as more fully described in the 2026 Supplemental Assessment Report.
See  “SPECIAL  ASSESSMENT  METHODOLOGY,”  “THE  2026  ASSESSMENT
AREA,” “APPENDIX E—Special Assessment Methodology Report” and “APPENDIX H—Map of Current Boundaries of the Districts.”
The 2026 Pledged Funds and Accounts consist of the Funds and Accounts established under the Indenture, other than the 2026 Rebate Account. The 2026 Bonds are payable from the 2026 CI Pledged Revenues, which are comprised primarily of the revenues derived from the levy and collection of the same 2026 CI Assessments on the assessable District Lands in the 2026 Assessment Area, as more fully described herein.
The District and the Other Districts having jurisdiction over the District Lands in the 2026 Assessment Area are authorized by the Act (including the District Development Interlocal Agreement) to finance and refinance construction and/or acquisition of the 2026 CI Project by levying the 2026 CI Assessments upon the Benefitted Parcels. The 2026 CI Assessments are a type of non-ad valorem assessment which may be imposed against the Benefitted Parcels upon the basis of a special benefit to such lands determined to result from the implementation of the 2026 CI Project. Non-ad valorem assessments are not based on millage and become a lien against the homestead as permitted by Section 4, Article X of the Florida State Constitution.
In addition, and not in limitation of, the covenants contained elsewhere in the Indenture, the District covenants in the Supplemental Indenture to comply with the terms of the proceedings heretofore adopted with respect to the 2026 CI Assessments and to levy and collect (or cause the Administration District to collect) the 2026 CI Assessments and any required density reduction payments in accordance with the Assessment Proceedings in such manner as will generate funds sufficient to pay the principal of and interest and redemption premium, if any, on the 2026 Bonds, when due. By joinder to the Supplemental Indenture, each of the Other Districts with jurisdiction over the District Lands in the 2026 Assessment Area has agreed to the foregoing.
The Supplemental Indenture provides that anything in the Indenture to the contrary notwithstanding, 2026 CI Assessments shall be collected pursuant to the Uniform Method; provided however, in the event the Districts are legally unable to use the Uniform Method, the District and/or the Administration District, on behalf of the Districts, may elect to collect and enforce such 2026 CI Assessments pursuant to any then available and commercially reasonable method under the Act, Chapter 170, Florida Statutes, Chapter 197, Florida Statutes, or any successor statutes thereto. Upon an Event of Default with respect to the 2026 Bonds, the Majority Owners may direct the District and/or the Administration District, on behalf of the Districts, as to the method it will use to collect the 2026 CI Assessments and may require the Districts to bill and collect the 2026 CI Assessments directly, rather than through the Uniform Method, to the extent permitted by applicable law.
Any 2026 CI Assessments that are billed and collected directly and not via the Uniform Method shall be due and payable by the applicable landowner no later than thirty (30) days prior to each Interest Payment Date; provided, however, that such 2026 CI Assessments shall not be

deemed to be Delinquent Assessments unless and until same are not paid by the applicable Interest Payment Date with respect to which they have been billed.
The District covenants in the Indenture to cause any revenues from 2026 CI Assessments collected or otherwise received by it to be deposited with the Trustee immediately upon receipt for deposit into the 2026 Revenue Account (provided that all 2026 Prepayment Principal relating to the 2026 CI Assessments shall upon receipt by the Trustee be deposited to the 2026 Prepayment Subaccount). For a discussion of the manner in which payments of the 2026 CI Assessments are enforced, see “ENFORCEMENT OF ASSESSMENT COLLECTIONS” herein.
The District has further covenanted in the Master Indenture that if any 2026 CI Assessments shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the District or the applicable Other Districts shall be satisfied that any such 2026 CI Assessment is so irregular or defective that the same cannot be enforced or collected, or if the District or any of the applicable Other Districts shall have omitted to make such 2026 CI Assessments when it might have done so, the District shall either (i) take all necessary steps to cause a new 2026 CI Assessment to be made by it or to enforce the provisions of the District Development Interlocal Agreement to cause one or more of the applicable Other Districts to make new 2026 CI Assessments, for the whole or any part of said improvement, or (ii) in its sole discretion, make up the amount of such 2026 CI Assessment from any legally available moneys, which moneys shall be deposited into the applicable 2026 Revenue Account in the Revenue Fund. In case such second 2026 CI Assessment shall be annulled, the District shall obtain and make, or enforce the provisions of the District Development Interlocal Agreement to cause one or more of the applicable Other Districts to obtain or make, 2026 CI Assessments until valid 2026 CI Assessments shall be made. By joinder in the Supplemental Indenture, each of the Other Districts with jurisdiction over the District Lands in the 2026 Assessment Area is deemed to have agreed to the foregoing.
ONLY THE REVENUES DERIVED FROM THE LEVY AND COLLECTION OF THE 2026 CI ASSESSMENTS BY THE DISTRICTS WITH JURISDICTION OVER THE DISTRICT LANDS IN THE 2026 ASSESSMENT AREA ARE PART OF THE 2026 TRUST ESTATE PLEDGED TO THE 2026 BONDS. REVENUES DERIVED BY THE DISTRICT OR ANY OF THE OTHER DISTRICTS FROM THE LEVY AND COLLECTION OF ANY OTHER NON-AD VALOREM ASSESSMENTS WILL NOT SECURE OR OTHERWISE BE AVAILABLE TO PAY THE 2026 BONDS.
No Parity Bonds; Issuance of Other Obligations
The District (while it is serving as the “Issuer” for purposes of the District Development Interlocal Agreement) is expected to issue Bonds in addition to the 2026 Bonds to finance Community Infrastructure in addition to the 2026 CI Project, subject to the terms and conditions of the Indenture (hereinafter described), the District Development Interlocal Agreement and the Assessment Proceedings, as same may be amended from time to time.
Pursuant to the authority granted under the District Development Interlocal Agreement, any of the Other Districts then serving as the “Issuer” for purposes of the District Development Interlocal Agreement may issue bonds or other obligations to finance Community Infrastructure,

subject to the terms and conditions of the Indenture, the District Development Interlocal Agreement and the Assessment Proceedings, as same may be amended from time to time.
The District may finance or refinance its own District Infrastructure or District infrastructure on behalf of any of the Other Districts, at the request of such Other Districts, and any of the Other Districts can finance or refinance its own District Infrastructure, in each case, subject to the terms and conditions of the Indenture, the District Development Interlocal Agreement and the Assessment Proceedings, as same may be amended from time to time.
The Supplemental Indenture provides that while the 2026 Bonds are Outstanding, other than Bonds issued to refund the then Outstanding 2026 Bonds, the issuance of which results in net present value debt service savings, the Issuer (or the entity then serving as the “Issuer” under the District Development Interlocal Agreement) shall not, while any 2026 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the 2026 Trust Estate. The Issuer further covenants, and the Other Districts agree, by joinder in the Supplemental Indenture, that so long as the 2026 Bonds are Outstanding, they will not impose Assessments for capital projects on any property in the 2026 Assessment Area then subject to the 2026 CI Assessments, without the written consent of the Majority Owners, unless the 2026 CI Assessments have been Substantially Absorbed.
The Trustee is entitled to assume that the 2026 CI Assessments have not been Substantially Absorbed absent delivery to the Trustee of a certificate of a Responsible Officer of the Issuer to the contrary on which the Trustee may conclusively rely. For purposes of the foregoing, “Substantially Absorbed” shall mean the date when at least ninety percent (90%) of the principal portion of the 2026 CI Assessments have been assigned to properties within the 2026 Assessment Area in accordance with the Assessment Proceedings and such properties have received a certificate of occupancy.
The foregoing shall not preclude (i) the imposition of Assessments for capital projects comprising Public Infrastructure (and the issuance of Bonds or other obligations in connection therewith) on District Lands in the 2026 Assessment Area then subject to the 2026 CI Assessments which are necessary, as determined by the Issuer (or the entity then serving as the “Issuer” under the District Development Interlocal Agreement), for health, safety or welfare reasons or to remediate a natural disaster; (ii) the Issuer (or the entity then serving as the “Issuer” under the District Development Interlocal Agreement) or any of the Other Districts from issuing Bonds pursuant to the Master Indenture to finance District Infrastructure payable from Assessments levied on property outside the 2026 Assessment Area; or (iii) the Issuer and any of the Other Districts from levying non-ad valorem special assessments, including Community Infrastructure Operation and Maintenance Assessments, on the same property in the 2026 Assessment Area then subject to the 2026 CI Assessments to provide for the administrative expenses of the Districts in which such property is located, the operation and maintenance expenses relating to Community Infrastructure (including the 2026 CI Project) or the operation and maintenance expenses relating to District Infrastructure serving property in the Districts, including property, if any, in the 2026 Assessment Area.
See “THE INTERLOCAL AGREEMENTS—District Development Interlocal Agreement.” See “Additional Assessments” below for additional information about existing

overlapping assessments on the Benefitted Parcels and other assessments that may hereafter be levied on the Benefitted Parcels.
Additional Assessments
The Benefitted Parcels subject to the 2026 CI Assessments are also subject to SAD Assessments (hereinafter defined), the SG Stormwater Fees (hereinafter defined) and certain additional non-ad valorem special assessments levied by the City in connection with the SAD Project (hereinafter defined). See “THE INTERLOCAL AGREEMENTS,” “THE DISTRICT—Additional Interlocal Agreements,” “SPECIAL ASSESSMENT METHODOLOGY,” “THE 2026 ASSESSMENT AREA” and “APPENDIX E—Special Methodology Report.”
In connection with the issuance of Refunding Bonds or Bonds issued pursuant to the Master Indenture, as described above under “No Parity Bonds; Issuance of Other Obligations,” Public Infrastructure Assessments may hereafter be levied on the Benefitted Parcels by the Districts in which such Benefitted Parcels are located.
Other than as provided in the prior paragraph, any Public Infrastructure Indebtedness in addition to the 2026 Bonds is, or is expected to be, payable from the revenues derived from the collection of Community Infrastructure Assessments or District Infrastructure Assessments allocated to properties outside the 2026 Assessment Area. See “SPECIAL ASSESSMENT METHODOLOGY,” “THE 2026 ASSESSMENT AREA” and “APPENDIX E—Special
Methodology Report.”
Additionally, the Districts impose, and are expected to impose, certain non-ad valorem operation and maintenance assessments, which are of equal dignity with the 2026 CI Assessments, on the Benefitted Parcels upon which the 2026 CI Assessments are imposed, to fund the allocable share of the administrative expenses of the Districts in which the Benefitted Parcels are located, the allocable share of the operation and maintenance costs associated with Community Infrastructure and the allocable share of the operation and maintenance costs of District Infrastructure, if any, serving the Benefitted Parcels. See “THE INTERLOCAL AGREEMENTS—District Development Interlocal Agreement.”
In addition to the foregoing, public entities other than the Districts may impose taxes or other special assessments on the same properties encumbered by the 2026 CI Assessments without the consent of the Owners of the 2026 Bonds.
Enforcement of Payment of Assessments
The 2026 CI Assessments have a statutory first lien on Benefitted Parcels in the 2026 Assessment Area of equal dignity with the liens for ad valorem taxes (including voter-approved millage) and any non-ad valorem special assessments levied by the District and/or other governmental entities with jurisdiction over the lands in the Districts (collectively, the “Governmental Impositions”), superior to all other liens, including mortgages. The foregoing include operation and maintenance assessments, any Public Infrastructure Assessments levied in connection with Public Infrastructure (including the 2026 CI Assessments), the SG Stormwater Fees and the SAD Assessments.

When collected under the Uniform Method, all of the Governmental Impositions will be billed on a single tax bill and payable at one time with respect to the applicable Benefitted Parcels in the 2026 Assessment Area.
If a taxpayer does not make complete payment, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. Generally, any partial payment is not accepted and any partial payment is returned to the taxpayer, except in the context of an action contesting a tax assessment, as more fully described herein under “ENFORCEMENT OF ASSESSMENT COLLECTIONS—Tax Collection Procedures.” Therefore, while the 2026 CI Assessments are collected pursuant to the Uniform Method, any failure to pay any one line item would likely cause the 2026 CI Assessments to not be collected to that extent, which could have a significant adverse effect on the ability of the District to make full or punctual payment of the Debt Service Requirements on the 2026 Bonds. See “ENFORCEMENT OF ASSESSMENT COLLECTIONS—Tax Collection Procedures.”
Under certain circumstances, the 2026 CI Assessments may be collected directly by the entity then serving as the Administration District pursuant to the District Development Interlocal Agreement (currently District No. 1), rather than through the Uniform Method. See “ENFORCEMENT OF ASSESSMENT COLLECTIONS—Foreclosure.”
2026 Acquisition and Construction Account
General
The Supplemental Indenture establishes the 2026 Acquisition and Construction Account. The Supplemental Indenture provides that amounts on deposit in the 2026 Acquisition and Construction Account shall be applied from time to time to pay Costs of the 2026 CI Project, in each case, upon compliance with the requisition provisions set forth in the Indenture. See “2026 CI PROJECT.”
Pursuant to the Supplemental Indenture, amounts on deposit in the 2026 Capitalized Interest Subaccount shall, until and including November 1, 2026, be transferred into the 2026 Interest Subaccount and applied to the payment of interest first coming due on the 2026 Bonds. After November 1, 2026 any amounts remaining in the 2026 Capitalized Interest Subaccount shall be transferred into the 2026 Acquisition and Construction Account, whereupon the 2026 Capitalized Interest Subaccount shall be closed.
The Supplemental Indenture provides that anything in the Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that (i) the 2026 Pledged Funds and Accounts include, without limitation, all amounts on deposit in the 2026 Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, (ii) upon the occurrence of an Event of Default with respect to the 2026 Bonds, the 2026 Pledged Funds and Accounts may not be used by the Issuer (whether to pay costs of the 2026 CI Project or otherwise) without the consent of the Majority Owners, except to the extent that prior to the occurrence of the Event of Default the Issuer or the Administration District had incurred a binding obligation with third parties for work on the 2026 CI Project and payment is for such work, as evidenced in a written certificate of a Responsible Officer to the Trustee, and (iii) upon the occurrence of an Event

of Default with respect to the 2026 Bonds, the 2026 Pledged Funds and Accounts may be used by the Trustee and/or the Issuer or the Administration District, to the extent acting individually or jointly, to pursue remedies, at the direction or with the approval of the Majority Owners, to pay costs and expenses incurred in connection with the pursuit of remedies under the Indenture, provided such action does not adversely impact the tax-exempt status of the 2026 Bonds. After the occurrence of an Event of Default, neither the Issuer nor the Administration District shall enter into any binding agreement to expend any amounts included in the 2026 Trust Estate unless authorized in writing by the Majority Owners.
Certain Matters Related to the 2026 Acquisition and Construction Account
The Supplemental Indenture defines the “2026 CI Project” to mean public infrastructure improvements and facilities comprising Community Infrastructure, as more fully described in the 2026 Supplemental Engineer’s Report and, subject to the provisions of the Supplemental Indenture relating to obtaining an opinion of Bond Counsel, other components of Community Infrastructure described in a future supplement to the Engineer’s Report.
The Supplemental Indenture provides that notwithstanding anything to the contrary in the Master Indenture, upon the Date of Completion of the 2026 CI Project, any balance remaining in the 2026 Acquisition and Construction Account not needed to pay any accrued but unpaid Costs of the 2026 CI Project which are required to be reserved in the 2026 Acquisition and Construction Account in accordance with the certificate of the Consulting Engineer establishing such Date of Completion shall, at the written direction of a Responsible Officer of the Issuer (i) first be transferred to and deposited in the 2026 Rebate Account in the amount, and to the extent necessary, so the amount on deposit therein equals the accrued rebate obligation under Section 148(f) of the Code, if the Trustee has received a certification from the Issuer detailing the amount of such obligation to be deposited and (ii) the balance, if any, shall be transferred to the 2026 Prepayment Subaccount to be used for the extraordinary mandatory redemption of 2026 Bonds as provided in the Supplemental Indenture and therein, or, upon the Issuer obtaining an opinion of Bond Counsel, addressed to the Issuer and the Trustee, with a copy to the Trustee, to the effect that such application will not adversely affect the tax-exempt status of the 2026 Bonds, applied to pay the Cost of a Series Project or Additional Series Project comprising Community Infrastructure other than the 2026 CI Project, as shall be directed in writing by a Responsible Officer of the Issuer. See “DESCRIPTION OF THE 2026 BONDS—Redemption Provisions—Extraordinary Mandatory Redemption.” When there remain no monies on deposit in the 2026 Acquisition and Construction Account, such account shall be closed. For purposes of the foregoing, the Date of Completion means, with respect to the 2026 CI Project, the date on which the 2026 Acquisition and Construction Account is closed.
2026 Reserve Account
The Supplemental Indenture establishes the 2026 Reserve Account in the Reserve Fund, which will be funded on the date of issuance of the 2026 Bonds in an amount equal to the initial 2026 Reserve Account Requirement. Such 2026 Reserve Account shall consist only of cash and Investment Securities.

The Supplemental Indenture defines the “2026 Reserve Account Requirement” to mean an amount equal to 50% of the Maximum Annual Debt Service Requirement for the Outstanding 2026 Bonds (as hereinafter determined) as of the time of any such calculation. For purposes of the foregoing calculation, notwithstanding anything to the contrary in the Master Indenture or herein, the determination of the “Outstanding 2026 Bonds” shall take into account any redemptions of 2026 Bonds to be made on the next succeeding redemption date immediately following the calculation date. Upon the initial issuance of the 2026 Bonds, the 2026 Reserve Account Requirement is $[	], which does not exceed the least of (a) 125% of the average annual Debt Service for all Outstanding 2026 Bonds calculated as of the date of original issuance thereof or (b) 10% of the proceeds of the 2026 Bonds calculated as of the date of original issuance thereof.
Amounts on deposit in the 2026 Reserve Account shall be used, except as otherwise provided in the Indenture, only for the purpose of making payments into the 2026 Interest Subaccount and the 2026 Sinking Fund Subaccount to pay the Debt Service Requirements on the 2026 Bonds, when due, to the extent the moneys on deposit in such subaccounts therein and available therefor are insufficient and for no other purpose.
The calculation and recalculation of the 2026 Reserve Account Requirement shall be at the times set forth in Section 4.05 of the Supplemental Indenture, which provides that anything in the Indenture to the contrary notwithstanding, simultaneously with deposit by the Trustee of 2026 Prepayment Principal into the 2026 Prepayment Subaccount, the Trustee is authorized and directed to recalculate the 2026 Reserve Account Requirement and to transfer any resulting excess on deposit in the 2026 Reserve Account, if there is no Event of Default, into the 2026 Prepayment Subaccount, to be used for the extraordinary mandatory redemption of 2026 Bonds as provided for therein. Accordingly, the initial 2026 Reserve Account Requirement may reduce as a result of prepayment of 2026 CI Assessments.
The Supplemental Indenture further provides that the Trustee, on or before the forty-fifth day (or if such day is not a Business Day, on the Business Day next preceding such day) next preceding each Quarterly Redemption Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2026 Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit in such account, from the first legally available sources of the District. Any surplus in the 2026 Reserve Account shall, if the Trustee does not have knowledge of an Event of Default, be deposited into 2026 Prepayment Subaccount, to be used for the extraordinary mandatory redemption of 2026 Bonds as provided for therein.
The foregoing three paragraphs shall be subject in all respects to the following provisions of the Supplemental Indenture providing for the treatment of investment earnings on amounts on deposit in the 2026 Reserve Account when determining excess amounts or surplus on deposit in the 2026 Reserve Account.
On the earliest date on which there is on deposit in the 2026 Reserve Account sufficient cash, taking into account other monies available therefor, to pay and redeem all of the Outstanding 2026 Bonds, together with accrued interest and redemption premium, if any, on such 2026 Bonds to the earliest date of redemption permitted therein and in the Supplemental Indenture, then the

Trustee shall transfer the amount on deposit in the 2026 Reserve Account into the 2026 Prepayment Subaccount in the 2026 Redemption Account to pay and redeem all of the Outstanding 2026 Bonds on the earliest date permitted for redemption therein and in the Supplemental Indenture.
Earnings on investments in the 2026 Reserve Account shall be disposed of as follows:
if there was no deficiency (as defined in Section 5.04 of the Master Indenture) in the 2026 Reserve Account as of the most recent date on which amounts on deposit in such 2026 Reserve Account were valued by the Trustee, and if no withdrawals have been made from such 2026 Reserve Account since such date which have created a deficiency, then earnings on investments in the 2026 Reserve Account shall be deposited into the 2026 Capitalized Interest Subaccount through November 1, 2026 and thereafter shall be deposited into the 2026 Revenue Account and used for the purpose of such Account; and
if as of the last date on which amounts on deposit in the 2026 Reserve Account were valued by the Trustee there was a deficiency (as defined in Section 5.04 of the Master Indenture), or if after such date withdrawals have been made from the 2026 Reserve Account and have created such a deficiency, then earnings on investments in the 2026 Reserve Account shall be deposited into the 2026 Reserve Account until the amount on deposit therein or credited thereto is equal to the 2026 Reserve Account Requirement and thereafter shall be deposited into the 2026 Capitalized Interest Subaccount through November 1, 2026 and thereafter shall be deposited into the 2026 Revenue Account and used for the purpose of such Account.
Notwithstanding the foregoing, prior to any transfers being made pursuant to this paragraph, transfers shall first be made to the credit of the 2026 Rebate Account in the amount, and to the extent necessary, so the amount on deposit therein equals the accrued rebate obligation under Section 148(f) of the Code, if the Trustee has received a certification from the Issuer detailing the amount of such obligation to be deposited.
Prepayment of 2026 CI Assessments
Pursuant to Chapter 170, Florida Statutes, any owner of property subject to 2026 CI Assessments may pay the entire balance of the 2026 CI Assessments remaining due, without interest, within thirty (30) days after the 2026 CI Project has been completed and the Board of Supervisors has adopted a resolution accepting the 2026 CI Project as provided by Section 170.09, Florida Statutes. Pursuant to that certain True-Up Agreement dated December 17, 2014 between Tradition Land Company, LLC (the “Interim Landowner”) and the District, which is recorded in the public records of St. Lucie County, Florida, the Interim Landowner has waived this right on behalf of itself and all other owners of property in the 2026 Assessment Area subject to the 2026 CI Assessments.
The Assessment Proceedings also provide that any owner of property subject to 2026 CI Assessments may pay the entire principal balance of 2026 CI Assessments associated with the 2026 Bonds remaining due, in part one time, and in whole at any time, if there is also paid an amount equal to the interest that would otherwise be due on such balance on the next succeeding

Quarterly Redemption Date for the 2026 Bonds which is more than forty-five (45) days after the date of such prepayment.
The 2026 Bonds are subject to extraordinary mandatory redemption as indicated under “DESCRIPTION OF THE 2026 BONDS—Redemption Provisions—Extraordinary Mandatory Redemption” from prepayments of 2026 CI Assessments by property owners. The prepayment of 2026 CI Assessments does not entitle the owner of the property to a discount for early payment.
Adjustments to 2026 CI Assessments
Under applicable Florida law, upon completion of the 2026 CI Project, the 2026 CI Assessments are to be credited, pro rata, with any excess of the original 2026 CI Assessments over the actual cost of the 2026 CI Project. In making such credit, no credit shall be given for bond financing costs, funded reserves or bond discount.
Acquisition Agreement
Pursuant to one or more written agreements, the District may acquire completed components of the 2026 CI Project from one or more of the owners and/or developers of District Lands, in each case, including owners of land in the 2026 Assessment Area. See “THE 2026 CI PROJECT” and “BONDHOLDERS’ RISKS—Item No. 11.”
Bankruptcy or Insolvency of a Landowner
For purposes of this section, the 2026 Bonds are the “Affected Bonds” and the 2026 CI Assessments are the “Affected Special Assessments.” The following summarizes the pertinent provisions of the Supplemental Indenture.
Pursuant to the Supplemental Indenture, the provisions of this section 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, and the Trustee shall be obligated to act in accordance with directions from the Beneficial Owners of at least 25% of the aggregate principal of the Affected Bonds, 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, provided that the Trustee has first been provided with indemnity satisfactory to it and such direction is in accordance with applicable law. 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 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 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 of 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; and 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. See “BONDHOLDERS’ RISKS—Item Nos. 1 and 4.”
Damage and Destruction of 2026 CI Project
The Master Indenture provides that the net proceeds of any casualty, whether from insurance or self-insurance, with respect to the 2026 CI Project may be deposited to the 2026 Acquisition and Construction Account to be used to repair, restore, rebuild or replace the 2026 CI Project. If the District determines not to so deposit such new proceeds, or if such net proceeds are insufficient to accomplish the repair, restoration, rebuilding or replacement of the 2026 CI Project, such net proceeds shall be deposited to the 2026 Revenue Account and applied in accordance with the Indenture. The foregoing is subject to the requirements and provisions of the District Development Interlocal Agreement pertaining to insurance of Public Infrastructure, which shall control in the event of any inconsistencies between the foregoing and the District Development Interlocal Agreement. See “APPENDIX F—District Development Interlocal Agreement.”

ENFORCEMENT OF ASSESSMENT COLLECTIONS
Tax Collection Procedures
The primary sources of payment for the 2026 Bonds are the 2026 CI Assessments imposed on Benefitted Parcels in the 2026 Assessment Area pursuant to the Assessment Proceedings. See “SPECIAL ASSESSMENT METHODOLOGY” and “THE 2026 ASSESSMENT AREA.” The
determination, order, levy, and collection of 2026 CI Assessments must be done in compliance with procedural requirements and guidelines provided by State law. Failure by the District and/or Administration District to comply with such requirements could result in delay in the collection of, or the complete inability to collect 2026 CI Assessments, during any year. Such delays in the collection of 2026 CI Assessments, or complete inability to collect 2026 CI Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of debt service requirements on the 2026 Bonds. To the extent that landowners fail to pay the 2026 CI Assessments, delay payments, or are unable to pay the same, the successful pursuance of collection procedures available to the District and/or the Administration District is essential to continued payment of principal of and interest on the 2026 Bonds. The CDD Act provides for various methods of collection of delinquent 2026 CI Assessments by reference to other provisions of the Florida Statutes. The information later herein under “Uniform Method Tax Collection Procedure” and “Foreclosure” sets forth a description of certain statutory provisions of assessment payment and collection procedures appearing in the Florida Statutes, but is qualified in its entirety by reference to such statutes.
Enforcement of the obligation to pay 2026 CI Assessments and the ability to foreclose the lien created by the failure to pay 2026 CI Assessments, or the ability of the Tax Collector to sell tax certificates and ultimately tax deeds, may not be readily available or may be limited as such enforcement is dependent upon judicial action which is often subject to discretion and delay.
Uniform Method Tax Collection Procedure
The Florida Statutes provide that, subject to certain conditions, special assessments may be collected by using the Uniform Method. Under the Uniform Method for collecting non-ad valorem assessments, the Tax Collector will list on the assessment roll for each of the relevant tax years any 2026 CI Assessments, will include in the notice of proposed property taxes the dollar amount of such 2026 CI Assessments, and will include on the tax notice issued pursuant to Section 197.322, Florida Statutes, the dollar amount of such 2026 CI Assessments. Under the Uniform Method, the 2026 CI Assessments will be collected together with County, City and other taxes. The 2026 CI Assessments will appear on a single tax bill issued to each landowner in the 2026 Assessment Area. The statutes relating to enforcement of County taxes provide that County taxes become due and payable on November 1 of the year when assessed or as soon thereafter as the certified tax roll is received by the Tax Collector and constitute a lien upon the land from January 1 of such year until paid or barred by operation of law. Such taxes (together with any assessments, including the 2026 CI Assessments, being collected by the Uniform Method) are to be billed, and landowners in the 2026 Assessment Area are required, subject to the next succeeding paragraph, to pay all such taxes and assessments, without preference in payment of any particular increment of the tax bill, such as the increment owing for the 2026 CI Assessments.

All city, county, school and special district ad valorem taxes, non-ad valorem special assessments and voter-approved ad valorem taxes levied to pay principal of and interest on bonds, including the 2026 CI Assessments, that are collected by the Uniform Method are payable at one time. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full and such partial payment is not to be accepted and is to be returned to the taxpayer, provided, however that a taxpayer may contest a tax assessment under Section 194, Part II, Florida Statutes and other applicable law. Section 194.171(3), Florida Statutes provides that before an action contesting a tax assessment may be brought, a taxpayer must pay to the Tax Collector the amount of the tax the taxpayer admits in good faith to be owing. Such payment by the taxpayer and the taxpayer’s timely filing of an action contesting the tax suspends all proceedings for the collection of such contested tax prior to the final disposition of the action. Accordingly, a landowner that contests the levy or the amount of a particular tax assessment, which may possibly include non-ad valorem special assessments such as the 2026 CI Assessments collected by the Uniform Method, under the aforedescribed circumstances may be permitted to pay only that amount that the landowner, in good faith, admits to be owing. In addition, Section 197.374, Florida Statutes provides that taxpayers appealing the assessed value or assigned classification of their property may make a partial payment of taxes before the delinquency date (typically April 1). See “BONDHOLDERS’ RISKS—Item No. 9” for a discussion of the impact of such a contest on the District’s ability to pay debt service on the 2026 Bonds.
Under the Uniform Method, if the 2026 CI Assessments are paid during November when due or at any time within thirty (30) days after the mailing of the original tax notice or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing one percentage point per month to 1% in February. March payments are without discount. Pursuant to Section 197.222, Florida Statutes, taxpayers may elect to pay estimated taxes, which may include non-ad valorem special assessments such as the 2026 CI Assessments in quarterly installments with a variable discount equal to 6% on June 30 decreasing to 3% on December 31, with no discount on March 31. All unpaid taxes and assessments become delinquent on April 1 of the year following assessment, and the Tax Collector is required to collect taxes prior to April 1 and after that date to institute statutory procedures upon delinquency to collect assessed taxes. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process.
Certain taxpayers that are entitled to claim homestead tax exemption under Section 196.031(1), Florida Statutes may defer payment of a portion of the taxes and non-ad valorem assessments and interest accumulated on a tax certificate, which may include non-ad valorem special assessments such as the 2026 CI Assessments. Deferred taxes and assessments bear interest at a variable rate not to exceed 7%. The amount that may be deferred varies based on whether the applicant is younger than age 65 or is 65 years old or older; provided that applicants with a household income for the previous calendar year of less than $10,000 or applicants with less than the designated amount for the additional homestead exemption under Section 196.075, Florida Statutes that are 65 years old or older may defer taxes and assessments in their entirety (although the lien for such taxes remains in place).
Collection of delinquent 2026 CI Assessments under the Uniform Method is, in essence, based upon the sale by the Tax Collector of “tax certificates” and remittance of the proceeds of such sale to the District for payment of the 2026 CI Assessments due. In the event of a delinquency

in the payment of taxes and assessments on real property, the landowner may, prior to the sale of tax certificates, pay delinquent taxes and assessments plus an interest charge of 18% per annum on the amount of delinquent taxes. If the landowner does not act, the Tax Collector is required to attempt to sell tax certificates on such property to the person who pays the delinquent taxes and assessments owing and interest thereon and certain costs, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than 18%). Generally, tax certificates are sold by public bid. If there are no bidders, the tax certificate is issued to the County (being the county in which the assessed lands are located). During the pendency of any litigation arising from the contest of a landowner’s tax assessment collected through the Uniform Method, which may possibly include non-ad valorem special assessments such as the 2026 CI Assessments, it is possible that the tax collector will not sell tax certificates with respect to such property. See “BONDHOLDERS’ RISKS—Item No. 9” for a discussion of the impact of such a contest on the District’s ability to pay debt service on the 2026 Bonds. The County is to hold, but not pay for, the tax certificate with respect to the property, bearing interest at the maximum legal rate of interest (currently 18%). The Tax Collector does not collect any money if tax certificates are issued to the County. The County may sell such certificates to the public at any time at the principal amount thereof plus interest at the rate of not more than 18% per annum and a fee. Proceeds from the sale of tax certificates are required to be used to pay taxes and assessments (including the 2026 CI Assessments), interest, costs and charges on the real property described in the certificate. The demand for such certificates is dependent upon various factors, which include the rate of interest that can be earned by ownership of such certificates and the underlying value of the land that is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. Therefore, the underlying market value of the property within 2026 Assessment Area may affect the demand for certificates and the successful collection of the 2026 CI Assessments, which are the primary source of payment of the 2026 Bonds.
Any tax certificate in the hands of a person other than the County may be redeemed and canceled, in whole or in part, by the person owning or claiming an interest in the underlying land, or a creditor thereof, at any time before a tax deed is issued or the property is placed on the list of lands available for sale, at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, charges and omitted taxes due. Regardless of the interest rate actually borne by the certificates, persons redeeming tax certificates must pay a minimum interest rate of 5%, unless the rate borne by the certificates is zero percent. The proceeds of such a redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is canceled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County, as described in the preceding paragraph.
Any holder, other than the County, of a tax certificate that has not been redeemed has seven years from the date of issuance of the tax certificate during which to act against the land that is the subject of the tax certificate. After an initial period ending two years from April 1 of the year of issuance of a certificate, during which period actions against the land are held in abeyance to allow for sales and redemptions of tax certificates, and before the expiration of seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject land. The applicant is required to pay to the Tax Collector at the time of application all amounts required to redeem or purchase all outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due. If the County holds a tax certificate on

property valued at $5,000 or more and has not succeeded in selling it, the County must apply for a tax deed two years after April 1 of the year of issuance. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale.
In any such public sale, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, redemption of other tax certificates on the land, and the amount paid by such holder in applying for the tax deed, plus interest thereon. In the case of homestead property, the minimum bid is also deemed to include, in addition to the amount of money required for the minimum bid on non-homestead property, an amount equal to one-half of the latest assessed value of the homestead. If there are no higher bids, the holder receives title to the land, and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. If there are other bids, the holder may enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem the tax certificate, and all other amounts paid by such person in applying for a tax deed, are forwarded to the holder thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholder of record, mortgagees of record, vendees of recorded contracts for deeds, other lienholders, and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may appear.
Except for certain governmental liens and certain restrictive covenants and restrictions, no right, interest, restriction or other covenant survives the issuance of a tax deed. Thus, for example, outstanding mortgages on property subject to a tax deed would be extinguished.
If there are no bidders at the public sale, the county may at any time within ninety (90) days from the date of offering for public sale, purchase the land without further notice or advertising for a statutorily prescribed opening bid. After ninety (90) days have passed, any person or governmental unit may purchase the land by paying the amount of the opening bid. Taxes accruing after the date of public sale do not require repetition of the bidding process but are added to the minimum bid. Three years from the date of offering for public sale, unsold lands escheat to the county in which they are located and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the County commission.

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Foreclosure
If for any reason the District and/or Administration District is legally unable to use the Uniform Method of collecting the 2026 CI Assessments, or if it is directed to do so by the Majority Owners following an Event of Default, the District and/or Administration District will, itself, directly collect the 2026 CI Assessments. Any 2026 CI Assessments that are billed and collected directly and not via the Uniform Method shall be due and payable by the landowner no later than thirty (30) days prior to each Interest Payment Date; provided, however, that such 2026 CI Assessments shall not be deemed to be Delinquent Assessments unless and until same are not paid by the applicable Interest Payment Date with respect to which they have been billed. By joinder in the Supplemental Indenture, each of the Other Districts with jurisdiction over the District Lands in the 2026 Assessment Area is deemed to have agreed to the foregoing.
When collecting 2026 CI Assessments directly, Chapter 170.10, Florida Statutes provides that upon the failure of any property owner to pay all or any part of the principal of a special assessment or the interest thereon, when due, the governing body of the District and/or the Administration District is authorized to commence legal proceedings for the enforcement of the payment thereof, including commencement of an action in chancery, commencement of a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or commencement of an action under Chapter 173, Florida Statutes, relating to foreclosure of municipal tax and special assessment liens.
In general, after the suit is commenced, there is a period of notice to, and an opportunity for response by, affected persons. Ultimately a hearing will be held and, if the court decides in favor of the Districts, a judgment will be rendered in the amount of the delinquent 2026 CI Assessments and costs of the proceeding. The judgment would also direct sale of the land subject to the delinquent Assessments by public bid to the highest bidder, with proceeds of the sale being applied to payment of the delinquent 2026 CI Assessments. If no bidder bids at least the amount of the delinquent 2026 CI Assessments and applicable costs, the Districts may obtain title to the land.
The Supplemental Indenture provides that notwithstanding anything to the contrary therein, the Districts shall be entitled to first recover from any foreclosure before such proceeds are applied to the payment of principal or interest or other amounts on the 2026 Bonds, all fees and costs expended in connection with such foreclosure, regardless whether such fees and costs are included as part of the 2026 CI Assessments.
Pursuant to the Master Indenture, if any District Lands in the 2026 Assessment Area shall be offered for sale for the nonpayment of any 2026 CI Assessments, and no person or persons shall purchase the same for an amount at least equal to the full amount due on the 2026 CI Assessments (principal, interest, penalties and costs, plus attorney’s fees, if any), the District and/or the Other Districts may then purchase such District Lands within their respective boundaries, and the proceeds of such purchase shall be paid to the District to be used to pay Delinquent Assessments. If the proceeds from such purchase are not sufficient to pay the applicable Delinquent Assessments, the applicable District shall take title to the property in its corporate name but for the benefit of the Registered Owners of the 2026 Bonds and pursuant to the authority of the District Development Interlocal Agreement, the District, on behalf of itself and/or the applicable District

or Districts, either through its own actions or actions caused to be done through the Administration District and/or Trustee, shall use its best efforts to lease or sell such property and deposit all of the net proceeds of any such lease or sale into the 2026 Revenue Account. Not less than ten (10) days prior to the filing of any foreclosure action or any sale of tax deed, the District shall cause written notice thereof to be mailed to the registered Owners of the 2026 Bonds. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the District, it shall give written notice thereof to such registered Owners. The District, either through its own actions or actions caused to be done through the Trustee, agrees that it shall be required to take the measure provided by law for the sale of property acquired by it within thirty (30) days after the receipt of the request therefor signed by the registered Owners of twenty-five percent (25%) of the aggregate principal amount of all Outstanding 2026 Bonds. The net proceeds from such sale or foreclosure shall be used to redeem all or a portion of the 2026 Bonds. By joinder in the Supplemental Indenture, each of the Other Districts is deemed to have agreed to the foregoing.
THE DISTRICT
Legal Powers and Authority
General
The District is an independent local unit of special-purpose government and political subdivision of the State of Florida created in accordance with the CDD Act (the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended) and the Ordinance.
The CDD Act was enacted in 1980 to provide a uniform method for the establishment of independent districts to manage and finance basic community development services, including capital infrastructure required for community developments throughout the State of Florida. The CDD Act provides legal authority for community development districts (such as the District) to finance the acquisition, construction, operation, and maintenance of the major infrastructure for community development.
The CDD Act provides that community development districts have the power to issue general obligation, revenue and special assessment bonds in any combination to pay all or part of the cost of infrastructure improvements authorized under the CDD Act. The CDD Act further provides that community development districts have the power to levy and assess taxes on all taxable real and tangible personal property, and to levy special assessments on specially benefitted lands, within their boundaries to pay the principal of and interest on bonds issued and to provide for any sinking or other funds established in connection with any such bond issues.
Among other provisions, the CDD Act gives the District’s Board of Supervisors (the “Board”) the right: (i) to hold, control, and acquire by donation, purchase, condemnation, or dispose of, any public easements, dedications to public use, platted reservations for public purposes, or any reservations for those purposes authorized by the CDD Act and to make use of such easements, dedications, or reservations for any of the purposes authorized by the CDD Act;
(ii) to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain systems and facilities for various basic infrastructures, including district

roads equal to or exceeding the specifications of the county in which such district roads are located, facilities for indoor and outdoor recreational, cultural and educational uses (if such powers are specifically granted), and any other project within or without the boundaries of the district when a local government has issued a development order approving or expressly requiring the construction or funding of the project by the District, or when the project is the subject of an agreement between the district and a governmental entity and is consistent with the local government comprehensive plan of the local government within which the project is to be located or pursuant to a development order condition which applies to a district project; (iii) to borrow money and issue bonds of the District; and (iv) to exercise all other powers necessary, convenient, incidental, or proper in connection with any of the powers or duties of the District stated in the CDD Act.
The CDD Act does not empower the District to adopt and enforce land use plans or zoning ordinances and the CDD Act does not empower the District to grant building permits; with respect to the Development, these functions are performed by the City acting through its governing body and its departments of government.
The CDD Act exempts all property of the District from levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any owner of bonds of the District to pursue any remedy for enforcement of any lien or pledge of the District in connection with such bonds, including the 2026 Bonds.
Additional Interlocal Agreements
Pursuant to the Florida Interlocal Cooperation Act of 1969, Section 163.01, Florida Statutes, in addition to the District Development Interlocal Agreement and the City Interlocal Agreement, (i) the District, the Other Districts and certain other community development districts have entered into or joined in the TIM Project Interlocal Agreement (hereinafter defined); (ii) the City, the Port St. Lucie Community Redevelopment Agency (the “Agency”) and District No. 1 have entered into the CRA Interlocal Agreement (hereinafter defined); (iii) the City and District No. 1 have entered into the Stormwater Interlocal Agreement (hereinafter defined); and (iv) the District, the Other Districts and certain of the other CDDs have entered into or joined in the Irrigation System Interlocal Agreement.
TIM Project Interlocal Agreement
The Districts, together with Tradition Community Development District Nos. 1, 2, 7, 8, 9, 10 and 11, have entered into or joined in that certain Interlocal Agreement for the Provision of Autonomous Electric Vehicle Trolley Services dated October 14, 2020, as amended, and as may be further amended from time to time (the “TIM Project Interlocal Agreement”), relating to providing autonomous electric trolley vehicles (“AVs”) and supporting services throughout Tradition and software applications to implement autonomous electric vehicle trolley or shuttle services (“AV Services”).
Generally, the TIM Project Interlocal Agreement (i) delegates to Tradition Community Development District No. 1 (“Tradition CDD1”) the authority to provide for matters relating to the administration, operation and maintenance of the AVs and the AV Services, and (ii) creates a

mechanism for the districts that are parties to the TIM Project Interlocal Agreement to share in the cost of operation and maintenance of the AVs and the provision of AV Services.
Currently, the parties to the TIM Project Interlocal Agreement do not own or operate any AVs or provide AV Services. Instead, AVs and AV Services are obtained from an unrelated entity for a monthly fee payable by Tradition CDD1, on behalf of the parties to the TIM Project Interlocal Agreement. The allocable share of such fees is paid by the parties to the TIM Project Interlocal Agreement through non-ad valorem operation and maintenance assessments levied by them on assessable property in their respective boundaries (which, in the case of the District and the Other Districts, are Community Operation and Maintenance Assessments levied by the District and the Other Districts).
CRA Interlocal Agreement
The City, the Agency and District No. 1 have entered into that certain Amended and Restated Interlocal Agreement dated as of May 22, 2023 (the “CRA Interlocal Agreement”). The CRA Interlocal Agreement recognizes that the City has (i) established the Agency and adopted a community redevelopment plan, as amended (the “Redevelopment Plan”) for a community redevelopment area (the “Redevelopment Area”) within the City; (ii) has established a trust fund (the “Trust Fund”) for the Redevelopment Area; (iii) determined that the land within the boundaries of the Southern Grove DRI (hereinafter defined) is a blighted area located within the Redevelopment Area and that the Redevelopment Plan includes a guide for redevelopment within Southern Grove, including provision for development incentive payments; and (iv) has established a special assessment district (the “SAD”) to fund the costs of a City infrastructure project benefitting the lands within the Southern Grove DRI (the “SAD Project”) through the issuance of its special assessment bonds (the “SAD Bonds”), currently scheduled to mature on July 1, 2045. See “SOUTHERN GROVE—Overview” for more information about the SAD Project.
Pursuant to the Redevelopment Plan, tax increment revenues from a portion of the incremental increase in ad valorem taxes levied within Southern Grove are paid into the Trust Fund for community redevelopment within Southern Grove. The CRA Interlocal Agreement provides that the City and the Agency shall take such actions as may be necessary to deposit into the Trust Fund any “Increment Revenue” collected with respect to taxable property within the Southern Grove DRI and to transfer from the Trust Fund annually to a trust account established by the City an amount equal to 90% of such Increment Revenue (the “Transferred Revenues”), subject to certain adjustments set forth in the CRA Interlocal Agreement. Increment Revenue is defined in the CRA Interlocal Agreement to mean the amount calculated annually pursuant to Section 163.87(1), Florida Statutes and received by the City for any parcel of taxable property within the Southern Grove DRI.
Generally, the CRA Interlocal Agreement provides for certain amounts of the Transferred Revenues to be paid annually by the City, based on a calculation made annually by District No. 1, to owners of parcels in the Southern Grove DRI subject to assessment as a result of the SAD Bonds, subject to certain limitations in, and to the terms and conditions of, the CRA Interlocal Agreement. The CRA Interlocal Agreement amends and restates the provisions of the original interlocal agreement which provided for certain amounts of the Transferred Revenues to be paid by the City to District No. 1 rather than directly to certain parcel owners as aforesaid.

The term of the CRA Interlocal Agreement terminates on September 30, 2042. The CRA Interlocal Agreement may be terminated (i) by the City or the Agency upon the failure of District No. 1 to cure, or to be actively taking steps to cure, any default in its obligations under the CRA Interlocal Agreement within 180 days following receipt of written notice from the City or the Agency specifying the default and describing the steps required to be taken to remedy such default,
(ii) by District No. 1 upon the failure of the City and the Agency timely to make certain determinations set forth in the CRA Interlocal Agreement, or (iii) upon the written consent of the Agency and District No. 1.
Stormwater Interlocal Agreement
The City and District No. 1, on behalf of the Districts, have entered into that certain Interlocal Agreement dated as of May 15, 2019 (the “Stormwater Interlocal Agreement”). The Stormwater Interlocal Agreement provides for District No. 1, on behalf of the Districts, to assume the City’s responsibility for owning, operating and maintaining that portion of the stormwater system serving the City and lying within the boundaries of all of the Districts. In exchange, the City agrees to remit to District No. 1, on behalf of the Districts, a portion of the stormwater utility fees (the “SG Stormwater Fees”) collected by the City from assessable properties lying within the boundaries of all of the Districts. The amount to be remitted to District No. 1 is equal to 75% of the net SG Stormwater Fees collected by the City in each Fiscal Year.
Pursuant to the Stormwater Interlocal Agreement, for Fiscal Year 2018-2019, a single payment of $150,000 was made to District No. 1. Beginning in Fiscal Year 2019-2020, payments are made annually on or before the 15th day of each January, with respect to those SG Stormwater Fees collected by the City by December 31st. After January 15th, payments are made monthly, as SG Stormwater Fees are collected by the City. For the Fiscal Year ending September 30, 2019, the City remitted SG Stormwater Fees to District No. 1 in the aggregate amount of $150,000. For the Fiscal Year ending September 30, 2020, the City remitted SG Stormwater Fees to District No. 1 in the aggregate amount of $406,847.28. For the Fiscal Year ending September 30, 2021, the City remitted SG Stormwater Fees to District No. 1 in the aggregate amount of $549,035.46. For the Fiscal Year ending September 30, 2022, the City remitted SG Stormwater Fees to District No. 1 in the aggregate amount of $619,924.59. For the Fiscal Year ending September 30, 2023, the City remitted SG Stormwater Fees to District No. 1 in the aggregate amount of $977,820.08. For the Fiscal Year ending September 30, 2024, the City remitted SG Stormwater Fees to District No. 1 in the aggregate amount of $1,147,773.65. For the Fiscal Year ending September 30, 2025, the City remitted SG Stormwater Fees to District No. 1 in the aggregate amount of $1,352,163.60. For the Fiscal Year ending September 30, 2026, through February 2026, the City has remitted SG Stormwater Fees to District No. 1 in the aggregate amount of $1,356,130.98.
The term of the Stormwater Interlocal Agreement extends in perpetuity, provided, however, either party may terminate the Stormwater Interlocal Agreement, with or without cause, by written notice provided not less than six months prior to such termination.

Irrigation System Interlocal Agreement
The District, the Other Districts and certain of the other CDDs have entered into or joined in that certain Irrigation System Interlocal Agreement dated as of November 9, 2016 (the “Irrigation System Interlocal Agreement”) in connection with the public irrigation system (the “Irrigation System”) currently owned and operated by Tradition Community Development District No. 1 (“TCDD1”). The Irrigation System provides irrigation services to a service area comprised of portions of Tradition, subject to potential expansion of the service area to include additional areas within Tradition. The principal purpose of the Irrigation System Interlocal Agreement is to allow the parties thereto, other than TCDD1, to provide input into the rates, fees and charges adopted by TCDD1 from time to time with respect to the Irrigation System. The District and [certain of] the Other District pay fees to TCDD1 for irrigation services provided by the Irrigation System to Community Infrastructure improvements owned by or on behalf of the Districts [and to other public improvements maintained by the District and/or the Other Districts on behalf of the City].
The term of the Irrigation System Interlocal Agreement, unless earlier extended or terminated in accordance with its terms, terminates upon the sale or other disposition by TCDD1 of the Irrigation System.
Other Indebtedness
As noted under “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026
BONDS—No Parity Bonds; Issuance of Other Obligations,” the District (while it is serving as the “Issuer” for purposes of the District Development Interlocal Agreement) has issued, and is expected to issue, Bonds in addition to the 2026 Bonds to finance Community Infrastructure in addition to the 2026 CI Project, subject to the terms and conditions of the Indenture, the District Development Interlocal Agreement and the Assessment Proceedings, as same may be amended from time to time. The District has previously issued the 2019 Bonds, the 2020 Bonds, the 2021 Bonds, the 2022 Bonds, and the 2024 Bonds, all of which are Outstanding under the Master Indenture. See “THE INTERLOCAL AGREEMENTS—District Development Interlocal Agreement—General” for additional information regarding Outstanding Bonds.
In addition, as noted under “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS—No Parity Bonds; Issuance of Other Obligations,” the District (while it is serving as the “Issuer” for purposes of the District Development Interlocal Agreement) may also issue District Infrastructure Indebtedness to finance District Infrastructure for itself or any of the Other Districts subject to the terms and conditions of the Indenture, the District Development Interlocal Agreement and the Assessment Proceedings, as same may be amended from time to time.
Board of Supervisors
The CDD Act provides for a five-member Board of Supervisors (the “Board”) to serve as the governing body of the District. Members of the Board (“Supervisors”) must be residents of the State of Florida and citizens of the United States. Initially, the Supervisors are elected on an at-large basis by the owners of the property within the District. Ownership of land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole

number). A Supervisor serves until expiration of his or her term and until his or her successor is chosen and qualified. If, during a term of office, a vacancy occurs, the remaining Supervisors shall fill the vacancy by an appointment of an interim Supervisor for the remainder of the unexpired term.
At the initial election of Supervisors, the two Supervisors with the highest number of votes are elected to serve four-year terms and the remaining three Supervisors serve for two-year terms. Elections of Supervisors occur in November every two years. Until the later of six years after formation of the District or the year that the District attains at least 250 qualified electors, the CDD Act provides that Supervisors whose terms are expiring will begin to be elected (as their terms expire) by qualified electors of the District. A qualified elector is a registered voter who is at least eighteen years of age, a resident of the District and the State and a citizen of the United States. At the election where Supervisors are first elected by qualified electors, two Supervisors must be qualified electors and be elected by qualified electors, each to a four-year term. The other Supervisor will be elected by landowners for a four-year term. Thereafter, as terms expire, all supervisors must be qualified electors and be elected by qualified electors to serve four-year terms. Notwithstanding the foregoing, if at any time the Board proposes to exercise its ad valorem taxing power, prior to the exercise of such power, it shall call an election at which all Supervisors shall be elected by qualified electors in the District. Elections subsequent to such decision shall be held in a manner such that the Supervisors will serve four-year terms with staggered expiration dates in the manner set forth in the CDD Act.
As noted under “TRADITION—Interim Landowner’s Exit from Tradition,” the City formed a wholly owned entity, the Port St. Lucie Governmental Finance Corporation (“GFC”), to own certain land within the boundaries of the District and other portions of the Southern Grove DRI. Accordingly, GFC is a landowner and currently eligible to vote for members of the Board elected by the landowners. In addition, the Master Developer (hereinafter defined) is a landowner within the District and currently eligible to vote for members of the Board elected by the landowners. See “TRADITION—Master Developer’s Land Acquisition” and “SOUTHERN GROVE.”
There are currently multiple landowners in the District and in certain of the Other Districts. Based on the number of qualified electors currently residing within the boundaries of the District, the District has commenced electing members of the Board by qualified electors. As provided in the CDD Act, one seat on the Board up for election by landowners in November, 2022 was filled at a landowners’ meeting held on November 2, 2022. Although, as provided in the CDD Act, two seats on the Board were eligible to be elected by qualified electors residing within the boundaries of the District and voting in the November 8, 2022 general election, no candidate sought to qualify for either of these two seats. Accordingly, pursuant to the CDD Act, the Board declared a vacancy in each of these seats effective on the second Tuesday following the election date and sought to appoint a qualified elector residing within the boundaries of the District to fill each of the vacancies by February 20, 2023. Until such date, the then incumbent Board members in these seats remained in office. To date, the Board has been unable to fill these vacancies by appointment of qualified electors residing within the District. [TO BE UPDATED]

The CDD Act provides that it shall not be an impermissible conflict of interest under Florida law governing public officials for a Supervisor to be a stockholder, officer or employee of a landowner. The current members of the Board and the term of each member are set forth below:
Name		Title	Term Expires William Pittsley *	Chair
Bianca Magloire *	Vice Chair
Chandre Casey	Supervisor
Judith Bergollo	Supervisor Vacant	 Supervisor

*Employee of the Master Developer or its affiliates.
A majority of the Supervisors constitutes a quorum for the purposes of conducting the business of the District and exercising its powers and for all other purposes. Action taken by the District shall be upon a vote of the majority of the Supervisors present unless general law or a rule of the District requires a greater number. All meetings of the Board are open to the public under Florida’s “sunshine” or open meetings law.
The District Manager and Other Consultants
The CDD Act authorizes the Board to hire a District Manager as the chief administrative official of the District. The CDD Act provides that the District Manager shall have charge and supervision of the works of the District and shall be responsible for: (i) preserving and maintaining any improvement or facility constructed or erected pursuant to the provision of the CDD Act; (ii) maintaining and operating the equipment owned by the District; and (iii) performing such other duties as may be prescribed by the Board. Special District Services, Inc., Port St. Lucie, Florida, serves as the District Manager with responsibility for day-to-day operations of the District and as assessment consultant to the District.
The CDD Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, Kutak Rock LLP, Tallahassee, Florida, is serving as Counsel to the District; Culpepper & Terpening, Inc., Fort Pierce, Florida, is serving as the District’s Consulting Engineers; and Holland & Knight LLP, West Palm Beach, Florida, is serving as Bond Counsel and Disclosure Counsel in connection with the 2026 Bonds.
Additional Matters Relating to Special Districts
On February 23, 2016, the Internal Revenue Service (the “IRS”) published proposed regulations designed to provide prospective guidance with respect to potential private business control of issuers by providing a new definition of political subdivision for purposes of determining whether an entity is an appropriate issuer of bonds the interest on which is excluded from gross income for federal tax purposes. The proposed regulations required that a political subdivision (i) have the power to exercise at least one sovereign power, (ii) be formed and operated for a governmental purpose, and (iii) have a governing body controlled by or have significant uses of its funds or assets otherwise controlled by a government unit with all three sovereign powers or by an electorate that is not controlled by an unreasonably small number of unrelated electors. On

October 4, 2017, the Treasury Department (“Treasury”) announced it would withdraw the proposed regulations, stating that, “while Treasury and the IRS continue to study the legal issues relating to political subdivisions, Treasury and the IRS currently believe that these proposed regulations should be withdrawn in their entirety, and plan to publish a withdrawal of the proposed regulations shortly in the Federal Register. Treasury and the IRS may propose more targeted guidance in the future after further study of the relevant legal issues.” Notice of withdrawal of the proposed regulations was published in the Federal Register on October 20, 2017.
It has been reported that the IRS has closed audits of other community development districts in Florida with no change to such districts’ bonds’ tax-exempt status, but has advised such districts that such districts must have qualified electors within five years of the issuance of tax-exempt bonds or their bonds may be determined to be taxable retroactive to the date of issuance. Pursuant to the CDD Act, general elections are not held until the later of six years from the date of establishment of the community development district or the time at which there are at least 250 qualified electors in the district. However, see the discussion above under “Board of Supervisors.”
There is no assurance that an audit by the IRS will not be commenced with respect to the 2026 Bonds. See “TAX MATTERS” and “BONDHOLDERS’ RISKS—Item No. 16.”
The 2026 Bonds are part of an issue of Bonds which have been validated by a final, non-appealable order of the Circuit Court of the State of Florida in and for St. Lucie County, Florida, in which it was determined, inter alia, that the District has the authority under Florida law to issue such Bonds, that the purpose for which such Bonds were issued is legal under Florida law, and that the proceedings for issuance of such Bonds complies with the requirements of applicable Florida law. See “VALIDATION.”
THE 2026 CI PROJECT
The following summarizes certain matters set forth in the report of the Consulting Engineer attached hereto (the “2026 Supplemental Engineer’s Report”). Reference is made to “APPENDIX A—Consulting Engineer’s Report” for a complete description of the matters summarized under this caption.
All of the proceeds available from the 2019 Bonds, 2021 Bonds, 2022 Bonds and 2024 Bonds to be expended on Community Infrastructure costs have been expended for that purpose. As of April 1, 2026, approximately $2.23 million of prepaid Community Infrastructure Assessments are available to be expended on costs of Community Infrastructure.
The 2026 CI Project to be funded, in part, by the 2026 Bonds, consists of public infrastructure, improvements and facilities comprising Community Infrastructure more fully described in the 2026 Supplemental Engineer’s Report. The District may also use proceeds of the 2026 Bonds to fund Community Infrastructure projects eligible to be financed by tax-exempt bonds and described in any other future supplemental engineer’s report.
It is anticipated that the District and/or one or more of the Other Districts will issue Community Infrastructure Indebtedness in the future to finance Community Infrastructure projects, which may include Community Infrastructure projects described in the 2026

Supplemental Engineer’s Report, to the extent not funded by the 2026 Bonds, and Community Infrastructure projects described in any other future supplemental engineer’s report.
Portions of the Community Infrastructure may be constructed by or on behalf of the Districts and/or acquired from one or more of the owners or developers of District Lands, including the Master Developer and other owners of land in the 2026 Assessment Area, in all cases, with proceeds of Community Infrastructure Indebtedness, including the 2026 Bonds, subject to the limitations described above and/or then available prepaid Community Infrastructure Assessments.
See “ESTIMATED SOURCES AND USES OF PROCEEDS” and “SECURITY FOR
AND SOURCE OF PAYMENT OF THE 2026 BONDS—‘Acquisition Agreement’ and ‘No Parity Bonds; Issuance of Other Obligations’.” See also “BONDHOLDERS’ RISKS—Item No. 11.”
SPECIAL ASSESSMENT METHODOLOGY
Reference is made to “APPENDIX E—Special Assessment Methodology Report” for the 2026 Supplemental Assessment Report and a description of matters relating to the 2026 CI Assessments and the allocation of the 2026 CI Assessments to Benefitted Parcels in the 2026 Assessment Area. The matters in the 2026 Supplemental Assessment Report attached hereto are preliminary and subject to change based on the final pricing details of the 2026 Bonds.
Pursuant to the Assessment Methodology reflected in the 2026 Supplemental Assessment Report and after taking into account certain prepayments, contributions and credits relating to Public Infrastructure Assessments as contemplated by the Assessment Proceedings, the 2026 CI Assessments will be collected with respect to Benefitted Parcels within the 2026 Assessment Area as described below under “THE 2026 ASSESSMENT AREA” and in the 2026 Supplemental Assessment Report attached hereto as APPENDIX E.
The 2026 Assessment Area consists of [  ] platted single-family lots, together with platted non-residential properties totaling approximately [ ] acres of additional assessable District Lands in [certain of] the Districts, as more fully described in the 2026 Supplemental Assessment Report.
The 2026 Assessment Area is comprised of the assessable District Lands located in [(i) a portion of the boundaries of the District and (ii) a portion of the boundaries of Southern Grove Community Development District No. 2, Southern Grove Community Development District No. 3, Southern Grove Community Development District No. 4, Southern Grove Community Development District No. 6, Southern Grove Community Development District No. 7, Southern Grove Community Development District No. 8, Southern Grove Community Development District No. 9, and Southern Grove Community Development District No. 10,], respectively.
See “THE 2026 ASSESSMENT AREA” and “APPENDIX H—Map of Current
Boundaries of the Districts.”
The Benefitted Parcels in the 2026 Assessment Area are also subject to the SAD Assessments and certain other non-ad valorem special assessments levied in connection with the SAD Project and the SG Stormwater Fees. See “SECURITY FOR AND SOURCE OF PAYMENT

OF THE 2026 BONDS—Additional Assessments,” “SOUTHERN GROVE—Overview,” “2026 ASSESSMENT AREA—Other Taxes and Special Assessments” and “BONDHOLDERS’ RISKS—Item No. 9.”
TRADITION
The information presented under this caption “TRADITION” has been compiled by the District solely from public documents, records and other sources, including those of the District Manager.
Overview
[TO BE UPDATED]
“Tradition” is a large-scale, master-planned community encompassing approximately 8,200 acres. Tradition is the subject of three separate developments of regional impact (“DRI”) approvals from the State of Florida, referred to as the “Tradition DRI” (approximately 2,700 gross acres), “Western Grove DRI” (approximately 1,900 gross acres) and “Southern Grove DRI” (approximately 3,600 gross acres), respectively. The Southern Grove DRI is also sometimes referred to as “Southern Grove” hereinafter. Entitlements for the overall Tradition community allow the development of up to approximately 17,664 residential units (inclusive of single-family, multi-family and senior living units), up to 15.18 million square feet of commercial (retail, office, warehouse/industrial, and research and development space), a 300-bed hospital, 1,201 hotel rooms and community and amenities space.
A portion of the Tradition community was initially located within the unincorporated boundaries of St. Lucie County, Florida and was subsequently annexed into the boundaries of the City of Port St. Lucie (the “City”). The entire Tradition community is now located within the boundaries of the City. Tradition is located near major transportation corridors, including Interstate-95 (“I-95”), Tradition Parkway and the Florida Turnpike, with five miles of continuous frontage along I-95, including three interchanges at Crosstown Parkway, Tradition Parkway and Becker Road. Tradition is located near the Martin County line in the portion of the State of Florida commonly referred to as the Treasure Coast, which consists of St. Lucie, Martin and Indian River Counties. Tradition is within close proximity to public beaches, parks and golf courses, and is situated approximately fifty miles north of West Palm Beach, Florida and approximately 120 miles southeast of Orlando, Florida.
Development activities within Tradition commenced in mid-2002 and since such time, a significant amount of residential and mixed-use development has occurred. Based upon information obtained from the St. Lucie County Property Appraiser such vertical development activities include approximately (i) 6,000 single-family homes spanning multiple master-planned communities and neighborhoods developed or under development by local, regional and national homebuilders including, without limitation, the Master Developer, D.R. Horton, Pulte/Del Webb, Taylor Morrison, Minto and GHO Homes, (ii) 3,000 multi-family units including condominiums, apartments and senior living units (independent, assisted and acute care), (iii) 4.2 million square feet of office, research, warehouse and retail space, (iv) a 180-bed hospital, and (v) 405 hotel rooms.

Prior Master Developer and the Interim Landowner
The previous primary landowner of the lands in Tradition was Tradition Land Company, LLC, an Iowa limited liability company (the “Interim Landowner”). The entities initially responsible for master development activities in Tradition, Horizons St. Lucie Development, LLC and Horizons Acquisition 5, LLC, which were wholly owned subsidiaries of Core Communities, LLC (collectively, the “Prior Master Developer”), began development of Tradition in 2002. Affiliates of the Interim Landowner, as lenders to the Prior Master Developer, acquired the land owned by the Prior Master Developer in Tradition as part of a loan workout in 2010. The Interim Landowner was subsequently established for purposes of assuming ownership of the lands owned by the Prior Master Developer.
The Interim Landowner did not serve as a developer of Tradition and did not contemplate constructing vertical uses in Tradition. Instead, the responsibilities of the Interim Landowner included marketing and sale of the real estate within the portions of Tradition owned by the Interim Landowner, maintenance of permits, licenses and property entitlements, maintaining relationships with the City as it related to the ongoing planning, permitting and entitling of the portion of the Tradition project, and establishing and maintaining relationships with home builders, commercial property owners, and other third party stakeholders.
Interim Landowner’s Exit from Tradition
In 2017, the Interim Landowner began a process to divest its interest in Tradition and engaged a broker who specializes in the liquidation of large and complex assets. Late in 2017, the Interim Landowner offered the remaining lands owned by the Interim Landowner in the Southern Grove DRI, the Tradition DRI and the Western Grove DRI (collectively, the “Tradition Lands”) for sale.
The broker successfully marketed all of the Tradition Lands other than the properties in the Southern Grove DRI planned to be developed with non-residential uses (the “Remaining SG Non-Residential Land”) to Mattamy Palm Beach, LLC, a Delaware limited liability company (the “Master Developer”). See “Master Developer’s Land Acquisition” below. The Interim Landowner then offered to convey the Remaining SG Non-Residential Land to the City. The City determined that it would be in its best interests to acquire the Remaining SG Non-Residential Land and develop a disposition plan to facilitate diversification of ownership of the Remaining SG Non-Residential Land. Accordingly, the City formed the Port St. Lucie Governmental Finance Corporation (“GFC”), which entered into a “Transfer Agreement” with the Interim Landowner for the transfer of approximately 1,223 acres of the Remaining SG Non-Residential Land (the “SG Transferred Property”) to GFC in “AS-IS” condition for no purchase price. The transaction closed in 2018. GFC’s governing board is comprised of the members of the City Council of the City from time to time. See “THE DISTRICT.” The City also owns certain property in Southern Grove, which it leases to third parties. Subsequent to the transfer of the SG Transferred Property, GFC has sold approximately [538] acres to third parties in multiple transactions. See “SOUTHERN GROVE – Status of Development.”

Master Developer’s Land Acquisition
In June 2018, the Master Developer purchased the Tradition Lands, other than the Remaining SG Non-Residential Property, from the Interim Landowner (the “Mattamy Land”). The Mattamy Land consisted of approximately 3,028 acres (of which approximately 1,214 acres were located in Southern Grove). The total cash purchase price paid by the Master Developer was $26.1 million and included certain impact fee credits and intangible property.
At the time of purchase, the Mattamy Land was entitled as follows: (i) approximately 1,786 acres for development thereon of 4,000 units of available residential density and 220,000 square feet of available retail/office square footage within the Western Grove DRI (the “Western Grove Property”), (ii) approximately 1,214 acres for development thereon of 2,010 units of single family, 808 units of multi-family and 576 apartment units of available residential density, 895,940 retail/office square footage, plus 240 hotel rooms, and commercial property containing approximately 37 acres and 123,449 square feet of available retail/commercial square footage within the Southern Grove DRI (the “Southern Grove Property”), and (iii) approximately 27.75 acres for development thereon of 20 single family units, 130 multi-family units of available residential density and 90,000 square feet of available retail square footage within the Tradition DRI (the “Tradition Property”). The referenced DRIs have subsequently been modified to accommodate changes in the development program.
While the Master Developer controls the remaining entitlements pertaining to the undeveloped portions of the Tradition Property and Western Grove Property, the Interim Landowner’s divestment of its remaining property in the Southern Grove Property resulted in a need to fairly and equitably identify and allocate the responsibilities remaining under the Southern Grove DRI Development Order between the Master Developer and GFC. Accordingly, the Master Developer (by assignment from the Interim Landowner) and GFC have agreed in writing to cooperate with each other on, among other matters, requesting amendments to the Southern Grove DRI and requesting changes impacting Public Infrastructure undertaken by the Districts.
Master Developer
[TO BE UPDATED]
The following information is provided based on information provided by Mattamy (hereinafter defined) on its website. The Master Developer is affiliated with and doing business under the name Mattamy Homes (“Mattamy”), a privately-held corporation and the largest privately-owned home builder in North America. Originally established in 1978 in Ontario, Canada by Peter Gilgan, Mattamy is now Canada’s largest new home construction and development firm, with homes built in communities that stretch across the greater Toronto Area, as well as Ottawa, Calgary and Edmonton. In the United States, Mattamy is represented in [eleven
(11) metropolitan areas: Raleigh, Charlotte, Phoenix, Tucson, Dallas, Jacksonville, Orlando, Tampa, Sarasota, Naples and Southeast Florida]. With operations across Canada and the United States, homes available for sale in [  ] communities, and over [	] homes built, Mattamy is a leading homebuilding brand in North America. During its fiscal year 2025 (ending May 31, 2025), the most recent fiscal year information publicly available, Mattamy closed on

approximately [	] homes and had approximately $[	] billion in revenue (in Canadian dollars).
The scope of Mattamy’s operations encompasses land acquisition, community design and development, and housing and parkland design and construction, with particular emphasis on creating complete communities. Mattamy offers personalized homes in desired locations across a wide variety of demographics, price points, and ages and stages in life. Its core target market includes first-time buyers and move-up families, as well as the empty-nester and second home segments.
Mattamy is currently actively developing a number of large-scale developments in Florida in addition to its involvement in developing the Mattamy Land. Such projects include, without limitation, [Rivertown (Jacksonville) planned for approximately 4,500 residential units and mixed-uses, Wellen Park (North Port) planned for approximately 20,000-25,000 residential units and mixed-uses and Newfield (Martin County) planned for approximately 4,200 residential units and mixed-uses. In addition, Mattamy has or is also currently actively developing a number of additional residential projects including, without limitation, Boyette Springs (Tampa), Parkview at Long Lake Ranch (Tampa), Tapestry (Orlando), Celebration – Island Village (Orlando) and Meridian Parks (Orlando)]. One or more community development districts or special tax districts have been established for each of the aforementioned projects.
SOUTHERN GROVE
The information presented under this caption “SOUTHERN GROVE” has been compiled by the District solely from public documents, records and other sources, including those of the District Manager. See Appendix H attached hereto for a map depicting the current boundaries of the Districts.
Overview
Southern Grove encompasses approximately 3,600 acres and is generally bordered on the east by I-95; on the west by the “Riverland” community being actively developed by G.L. Homes, the completed Towne Park community developed by The Minto Group and undeveloped property; on the north by Tradition Parkway; and on the south by Becker Road and undeveloped property. As previously discussed under “TRADITION,” the acreage constituting Southern Grove is situated in the Southern Grove DRI which is governed by the Southern Grove DRI Development Order (City Resolution 21-R136) which provides for the development of up to 7,674 residential units (inclusive of single-family, multi-family and senior living units), 4,442,925 square feet of retail, office and research space, 8,745,000 square feet of warehouse space, 1,051 hotel rooms and 300 hospital beds. The Southern Grove DRI Development Order contains several conditions that must be implemented at certain prescribed development thresholds, including obligations for the construction of infrastructure (roads, water, sewer, drainage), dedication of school and park sites, conducting traffic studies, and the provision of other adequate public facilities commensurate with impacts. The Districts have been established with jurisdiction over the land comprising the Southern Grove DRI to facilitate the development of public infrastructure. See “THE INTERLOCAL AGREEMENTS” and “THE DISTRICT.”

In addition to the Districts, the City has established the SAD which encompasses the land in the Southern Grove DRI. The City financed, and subsequently refinanced, a portion of the public infrastructure needed to serve the land in the SAD (comprised of the benefitted land in the Southern Grove DRI) through the SAD Bonds. The improvements funded by the SAD Bonds include the Interstate-95 interchange at Becker Road, a four-lane divided section of Becker Road from the Interstate-95 interchange to Village Parkway and four miles of Village Parkway from Becker Road to Tradition Parkway. The Village Parkway improvements include a four-lane divided roadway, water and sewer trunk lines and signalization. The SAD Bonds also funded Community Boulevard south of Tradition Parkway. The SAD Bonds are payable from the SAD Assessments levied by the City on benefitted land within the SAD. The City has also established a community redevelopment area that includes the land in the Southern Grove DRI. Owners of land in the Southern Grove DRI are eligible to receive a portion of certain tax increment revenues generated annually in the Southern Grove DRI. See “THE INTERLOCAL AGREEMENTS—CRA Interlocal Agreement.” While the SAD funded the completion of the existing backbone infrastructure, the Southern Grove DRI requires additional infrastructure to be constructed to support the overall development of Southern Grove.
As noted above under “TRADITION” a significant portion of the undeveloped land in Southern Grove is owned by the Master Developer and GFC. In addition, as more fully described below under “THE 2026 ASSESSMENT AREA,” the Benefitted Parcels in the 2026 Assessment Area are located within a portion of Southern Grove.
Status of Development
[ALL TO BE UPDATED]
Development of the roadway improvements funded with the SAD Bonds described above commenced in 2007 and were subsequently completed thereby providing for a third interchange on I-95 and the main north-south parkway traversing Southern Grove. Since such time, a significant amount of horizontal and vertical development activities have occurred in Southern Grove, certain of which are discussed in more detail below, which information was obtained from publicly available sources. The below does not purport to address all development activities in Southern Grove.
Single-Family Residential [To follow]
Multi-Family Residential (apartments and build-to-rent) [To follow]
Senior Housing [To follow] Mixed-Use

[To follow] Completed [To follow]
Under Construction
[To follow]
In addition, development activities on the west side of Village Parkway include the following:
Completed
[To follow]
Under Construction
[To follow]

THE 2026 ASSESSMENT AREA
The information presented under this caption “THE 2026 ASSESSMENT AREA” has been compiled by the District solely from public documents, records and other sources, including those of the District Manager. See “BONDHOLDERS’ RISKS” for a discussion of certain risks associated with the 2026 Bonds and the 2026 Assessment Area.
[ALL TO BE UPDATED]
General
As described under “SPECIAL ASSESSMENT METHODOLOGY,” the 2026 CI Assessments will be allocated to the Benefitted Parcels in the 2026 Assessment Area. The 2026 Assessment Area includes a portion of the completed uses and those under construction in Southern Grove as described above under the heading “SOUTHERN GROVE.” The “2026 Assessment Area” consists of [  ] platted single-family lots, together with platted non-residential properties totaling approximately [  ] acres of additional assessable District Lands in [certain of] the Districts, as more fully described in the 2026 Supplemental Assessment Report.
The 2026 Assessment Area is comprised of the assessable District Lands located in [(i) a portion of the boundaries of the District and (ii) a portion of the boundaries of Southern Grove Community Development District No. 2, Southern Grove Community Development District No. 3, Southern Grove Community Development District No. 4, Southern Grove Community Development District No. 6, Southern Grove Community Development District No. 7, Southern Grove Community Development District No. 8, Southern Grove Community Development District No. 9, and Southern Grove Community Development District No. 10,], respectively.

See also “SPECIAL ASSESSMENT METHODOLOGY,” “APPENDIX E—Special
Assessment Methodology Report” and “APPENDIX H—Map of Current Boundaries of the Districts.”
Allocation Threshold
The Methodology for allocating the Community Infrastructure Assessments as set forth in the “Third Supplemental Assessment Methodology Report for Public Infrastructure” dated August 1, 2019, approved as part of the Assessment Proceedings, provides for the allocation of CI Assessments to Benefitted Parcels that have achieved their applicable “Allocation Threshold,” which, in the case of single-family property, is at the time of final plat recordation and in the case of multi-family or non-residential property, is upon site plan approval and issuance of a building permit. As illustrated and described in more detail herein, certain of the Benefitted Parcels have achieved the applicable Allocation Threshold and are included in the 2026 Assessment Area.
See also “SOUTHERN GROVE—Status of Development” and “BONDHOLDERS’ RISKS—Item No. 1.”
Land Ownership and Development Status
The table below illustrates the current landowners, land uses, densities and property descriptions for the Benefitted Parcels in the 2026 Assessment Area. See “SOUTHERN GROVE—Status of Development” for more information regarding these parcels.

[To Follow]

[This Space Intentionally Left Blank]

Parcel Descriptions
The following information includes certain information pertaining to the parcels subject to the Series 2026 CI Assessments as was obtained from publicly available sources.
The principal and annual 2026 CI Assessments to be collected in connection with the 2026 Bonds, by current landowner in the 2026 Assessment Area, are depicted below. The matters in the table below are preliminary and subject to change, based on the final pricing details of the 2026 Bonds.

[To Follow]

[This Space Intentionally Left Blank]

[It is expected that, through the final maturity or earlier redemption in whole of the 2026 Bonds, each of the assessable non-single family residential properties and each of the assessable non-residential properties in the table above will be owned by a respective single landowner. See “BONDHOLDERS’ RISKS—Item No. 1.”]
It should be noted that the percentage of the 2026 CI Assessments levied on Benefitted Parcels in the 2026 Assessment Area represented by Benefitted Parcels in the 2026 Assessment Area will fluctuate (increase or decrease) from time to time depending on the principal amount of 2026 Bonds subject to extraordinary mandatory redemption from prepayment of 2026 CI Assessments with respect to other Benefitted Parcels in the 2026 Assessment Area, including in connection with the sale to end users of residential lots in the 2026 Assessment Area. See “DESCRIPTION OF THE 2026 BONDS—Redemption Provisions—Extraordinary Mandatory Redemption” and “SOUTHERN GROVE—Status of Development.” See also “BONDHOLDERS’ RISKS—Item No. 1.”
As described under “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026
BONDS—Prepayment of 2026 CI Assessments,” owners of land subject to the 2026 CI Assessments are entitled to prepay the 2026 CI Assessments. Accordingly, extraordinary mandatory redemptions of the 2026 Bonds may occur at any time after the issuance of the 2026 Bonds on a regular and accelerated basis. See “DESCRIPTION OF THE 2026 BONDS—Extraordinary Mandatory Redemption.”
Other Taxes and Special Assessments
In addition to 2026 CI Assessments, all District Lands in the 2026 Assessment Area are subject to annual ad valorem taxes and non-ad valorem taxes/special assessments levied/assessed by various taxing authorities, including the SG Stormwater Fees levied by the City. See “THE INTERLOCAL AGREEMENTS—Stormwater Interlocal Agreement.” The fiscal year 2025-2026 certified millage rate (which includes millage levied by various taxing authorities and voted millage) for the area of the County where the 2026 Assessment Area is located is [   ] mills.
In addition to millage, as discussed in more detail under the heading “SOUTHERN GROVE,” the City has issued its SAD Bonds which are payable from the SAD Assessments levied on the lands within Southern Grove and the City levies additional non-ad valorem assessments in the SAD. The SAD Assessments are used to pay debt service on the SAD Bonds and the additional non-ad valorem special assessments levied by the City in connection with the SAD Project are used to reimburse the City for other costs associated with the SAD Project. Further, all landowners in the 2026 Assessment Area are subject to non-ad valorem special assessments levied by the related Districts for operation, maintenance, and administrative functions (“O&M Assessments”) which will vary annually based on the adopted budget for the District each year. See “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS—Additional Assessments” and “BONDHOLDERS’ RISKS—Item No. 9.” Upon achieving final plat status, landowners in the 2026 Assessment Area qualify for a rebate up to the amount of the SAD Assessments from tax increment revenues generated from a respective parcel up to the amount of the SAD Assessments levied on such parcel. See “THE INTERLOCAL AGREEMENTS—CRA Interlocal Agreement.”

Historical Collection of 2026 CI Assessments
The table later below reflects historical levies and collections results with respect to the Community Infrastructure Assessments, in the aggregate, relating to the (i) 2019 Bonds for all of the Fiscal Years shown in the table below; (ii) the 2020 Bonds for the Fiscal Year ended 9/30/2021 through a portion of the Fiscal Year ended 9/30/2026 as shown in the table below; (iii) the 2021 Bonds for the Fiscal Year ended 9/30/2023 through a portion of the Fiscal Year ended 9/30/2026 as shown in the table below; (iv) the 2022 Bonds for the Fiscal Year ended 9/30/2023 through a portion of the Fiscal Year ended 9/30/2026 as shown in the table below; and (v) the 2024 Bonds for the Fiscal Year ended 9/30/2025 through a portion of the Fiscal Year ended 9/30/2026, as shown below.
Historically, during a given Fiscal Year, following April remittances, the Tax Collector continues to remit to the Administration District amounts representing non-delinquent payments of Community Infrastructure Assessments. In addition, during a given Fiscal Year, the Tax Collector will remit to the Administration District any amounts collected in respect of Community Infrastructure Assessments that became delinquent as of April 1 of such Fiscal Year, to the extent collected through the sale of tax certificates as described under “ENFORCEMENT OF ASSESSMENT COLLECTIONS.” No assurance is made that the past experience with regard to collection of Community Infrastructure Assessments relating to the 2019 Bonds, the 2020 Bonds, the 2021 Bonds, the 2022 Bonds and the 2024 Bonds as shown below is indicative in any way of future collections of delinquencies in payment of the 2026 CI Assessments. The Community Infrastructure Assessments relating to the 2019 Bonds, the 2020 Bonds, the 2021 Bonds, the 2022 Bonds and the 2024 Bonds are currently, and the Community Infrastructure Assessments relating to the 2026 Bonds are expected to be, collected annually via the Uniform Method by the County Tax Collector. [May need to be updated; discuss need for explanation about 2024 collections]

Fiscal Year Ended 9/30	Gross Amount Levied	Net Amount Levied	Net Amount Collected	Net Percentage Collected*	
2026(1)	$2,916,677.00	$2,732,677.00	$2,741,277.00	100%	
2025	$2,637,592.00	$2,479,337.00	$2,492,108.00	101%	
2024	$2,737,346.00	$2,573,107.00	$2,522,071.00	99%	
2023	$1,757,347.60	$1,616,759.79	$1,655,357.19	102%	
2022	$957,082.56	$899,657.61	$901,510.15	100%	
2021	$1,002,763.35	$942,597.55	$953,081.51	101%	
2020(2)	$889,139.18	$835,790.83	$835,790.83	98%	
2019	$801,464.98	$753,377.08	$758,430.57	101%	

Source: The District Manager of the District.
(1) Through February 28, 2026.
(2) Subsequent to the gross levy, a property owner prepaid Community Infrastructure Assessments relating to two parcels, which is reflected in the “Net Amount Levied” Column. Accordingly, the Community Infrastructure Assessments related to the 2020 Bonds were fully collected.

*Rounded. The difference between the gross amount levied and the net amount collected is attributable to most property owners taking advantage of the full 4% discount for early payment by paying in November. In addition, the County Tax Collector deducts 2% from the total amount

collected for the services of the Tax Collector and County Property Appraiser deducts 2% from the total amount collected for the services of the Property Appraiser. The Administration District budgets to receive 92% of the amount levied. Collections in excess of 100% are the result of property owners not taking full advantage of discounts.
BONDHOLDERS’ RISKS
There are certain risks inherent in an investment in bonds issued by a public authority or governmental body in the State and secured by special assessments. Certain of these risks are described in other sections of this Limited Offering Memorandum. Certain additional risks are associated with the 2026 Bonds offered hereby and are set forth below. Prospective investors in the 2026 Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the 2026 Bonds and have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment. This section does not purport to summarize all risks that may be associated with purchasing or owning the 2026 Bonds and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety for a more complete description of investment considerations relating to the 2026 Bonds.
Extraordinary Mandatory Redemption Risk; Concentration Risk; Remedies May Be Delayed, Not Readily Available Or Limited. As described under “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS—Prepayment of 2026 CI Assessments,” owners of land subject to the 2026 CI Assessments are entitled to prepay the 2026 CI Assessments and extraordinary mandatory redemptions of the 2026 Bonds may occur after the issuance of the 2026 Bonds on a regular and accelerated basis. See “DESCRIPTION OF THE 2026 BONDS—Redemption Provisions—Extraordinary Mandatory Redemption” and “THE 2026 ASSESSMENT AREA—Allocation of 2026 CI Assessments.”
As described in “THE 2026 ASSESSMENT AREA—Allocation of 2026 CI Assessments” (including the table under that subcaption) it is expected that, through the final maturity or earlier redemption in whole of the 2026 Bonds, each of the assessable non-single family residential and each of the assessable non-residential properties in the 2026 Assessment Area will be owned by a respective single landowner. [As of the date hereof, the assessable properties in the 2026 Assessment Area subject to more than 10% of the 2026 CI Assessments consist of: [	], which [in the aggregate] represents approximately [  ]% of the 2026 CI Assessments, and is described under “SOUTHERN GROVE—Status of Development[—Single-Family Residential]” and “THE 2026 ASSESSMENT AREA—Parcel Description—[	].”]
The percentages of 2026 CI Assessments represented by Benefitted Parcels in the 2026 Assessment Area will fluctuate (increase or decrease) from time to time depending on the principal amount of 2026 Bonds subject to extraordinary mandatory redemption from prepayment of 2026 CI Assessments with respect to other Benefitted Parcels in the 2026 Assessment Area, including in connection with the sale to end users of residential lots in the 2026 Assessment Area. See “DESCRIPTION OF THE 2026 BONDS—Redemption Provisions—Extraordinary Mandatory Redemption,” “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS—2026
Acquisition and Construction Account,” “SOUTHERN GROVE—Status of Development” and

“THE 2026 ASSESSMENT AREA,” including ‘Allocation Threshold’ and ‘Allocation of 2026 CI Assessments.’
In the event of the institution of bankruptcy or similar proceedings with respect to any significant owner of property within the 2026 Assessment Area, delays will most likely occur in the payment of debt service on the 2026 Bonds as such bankruptcy could negatively impact the ability of: (i) any such landowner within the 2026 Assessment Area being able to pay the 2026 CI Assessments; (ii) the District and/or the Administration District to foreclose the lien on the 2026 CI Assessments if tax certificates are not sold; and (iii) the County to sell tax certificates in relation to such property (in the case of (ii) and (iii) to the extent that any portion of the 2026 CI Assessments are being collected by the Uniform Method). In addition, the remedies available to the Beneficial Owners of the 2026 Bonds upon an Event of Default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, during a bankruptcy of any significant owner of property within the 2026 Assessment Area, the remedies specified by federal, state and local law and in the Indenture and the 2026 Bonds, including, without limitation, enforcement of the obligation to pay the 2026 CI Assessments may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2026 Bonds (including Bond Counsel’s approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available respecting the 2026 Bonds could have a material adverse impact on the interest of the Beneficial Owners thereof. The failure of a landowner in the 2026 Assessment Area to pay the required 2026 CI Assessments on its property will not result in an increase in the amount of 2026 CI Assessments other landowners in the 2026 Assessment Area (or elsewhere in the Districts) are or would be required to pay.
Lands In The 2026 Assessment Area May Not Be Sufficiently Valuable; Lack Of Market For Tax Certificates. The principal security for the payment of the principal of and interest on the 2026 Bonds is the timely collection of the 2026 CI Assessments. The 2026 CI Assessments do not constitute a personal indebtedness of the owners of the land subject thereto, but are secured only by a lien on such land. There is no assurance that owners of this land will be able to pay the 2026 CI Assessments or that they will pay such 2026 CI Assessments even though financially able to do so. Beyond legal delays that could result from bankruptcy, the ability of the County to sell tax certificates (to the extent that any portion of the 2026 CI Assessments are being collected by the Uniform Method) will be dependent upon various factors, including the interest rate which can be earned by ownership of such certificates and the value of the land which is the subject of such certificates and which may be subject to sale at the demand of the certificate holder after two years. The determination of the benefits to be received by the land within the 2026 Assessment Area as a result of implementation and development of the 2026 CI Project is not indicative of the realizable or market value of the land, which value may actually be higher or lower than the assessment of benefits. In other words, the value of the land in the 2026 Assessment Area could potentially be ultimately less than the debt secured by the 2026 CI Assessments associated with it. To the extent that the realizable or market value of the land is lower than the assessment of benefits, the ability of the County to sell tax certificates relating to such land may be adversely affected (to the extent that any portion of the 2026 CI Assessments are being collected by the Uniform Method of Collection). Such adverse effect could render the District and/or the Administration District

unable to collect delinquent 2026 CI Assessments, if any, and could negatively impact the ability of the District to make the full or punctual payment of the debt service on the 2026 Bonds, in respect of delinquent 2026 CI Assessments. The payment of the annual 2026 CI Assessments and the ability of the Tax Collector to sell tax certificates or the District and/or the Administration District to foreclose the lien of the unpaid taxes, including the 2026 CI Assessments, may be limited by bankruptcy, insolvency, or other laws generally affecting creditors’ rights or by the laws of the State relating to court foreclosure. Bankruptcy of a property owner will most likely also result in a delay by the Tax Collector or the District and/or the Administration District in prosecuting court foreclosure proceedings. Such delay with respect to the 2026 CI Assessments would increase the likelihood of a delay or default in payment of and interest on the 2026 Bonds.
Districts Must Follow Statutory Procedures To Levy And Collect 2026 CI Assessments. The Districts are required to comply with statutory procedures in levying the 2026 CI Assessments. Failure of the Districts to follow these procedures could result in the 2026 CI Assessments not being levied or potential future challenges to such levy. Counsel to the Districts will, however, render a legal opinion as to the levy process and the enforceability of the 2026 CI Assessments. See “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS”
herein.
2026 CI Assessments Are Non-Recourse. The District has not granted, and may not grant under Florida law, a mortgage or security interest in the 2026 CI Project. Furthermore, the District has not pledged the revenues, if any, from the operation of the 2026 CI Project as security for, or a source of payment of, the 2026 Bonds. Neither has the District covenanted to establish rates, fees and charges for the 2026 CI Project at any specified levels. The 2026 Bonds are payable solely from, and secured solely by, the 2026 CI Assessments. No landowner in the 2026 Assessment Area is a guarantor of payment on any 2026 CI Assessments and the recourse for any landowner’s failure to pay the 2026 CI Assessments is limited to its ownership interest in the assessed land in the 2026 Assessment Area.
Delays In Enforcement Of Collection Of Delinquent 2026 CI Assessments May Arise. In addition to legal delays that could result from bankruptcy, the ability of the District and/or the Administration District to enforce collection of delinquent 2026 CI Assessments will be dependent upon various factors, including the delay inherent in any judicial proceeding to enforce the lien of the 2026 CI Assessments and the value of the land which is the subject of such proceedings and which may be subject to sale. In addition, if the District and/or the Administration District should commence a foreclosure action against a landowner for nonpayment of 2026 CI Assessments, such landowner may raise affirmative defenses which could result in delays or other obstacles to completing the foreclosure action. It is also possible that the Districts will not have sufficient funds to pursue the foreclosure action and/or will be compelled to request Bondholders to allow funds on deposit under the Indenture to be used to pay the costs of the foreclosure action. The use of funds on deposit under the Indenture is subject to the limitations on the use of proceeds of the 2026 Bonds for such purpose imposed by the Code (as hereinafter defined). If the District and/or the Administration District has difficulty in collecting the 2026 CI Assessments or the Districts have insufficient funds to pursue a foreclosure action, the 2026 Reserve Account could be rapidly depleted and the ability of the District to pay the Debt Service Requirements on the 2026 Bonds could be materially adversely affected.

A Florida bankruptcy court decision held that the board of supervisors of a community development district, as a creditor, may vote to approve a reorganization plan submitted by the majority landowner in the district, as debtor, notwithstanding that a majority of the members of the board of supervisors were affiliated with, or employed by, the landowner. In that instance, the reorganization plan approved by the community development district resulted in a significant delay in payment of debt service on outstanding bonds of the district. No mechanism exists under the Act or the Indenture to permit Bondholders to replace Supervisors following an Event of Default under the Indenture. See also Item No. 4—“2026 CI Assessments Are Non-Recourse” above.
Challenges To The Superiority Of The Lien Of The 2026 CI Assessments By Mortgage Lenders, If Any, May Arise. Owners should note that several mortgage lenders have, in the past, raised legal challenges to the primacy of the liens similar to those of the 2026 CI Assessments in relation to the liens of mortgages burdening the same real property. The real property in the 2026 Assessment Area may be subject to mortgages.
Amounts On Deposit In The 2026 Reserve Account May Be Insufficient To Fund Deficiencies Caused By Delinquent 2026 CI Assessments. Some of the risk factors described herein, which, if materialized, would result in a delay in the collection of the 2026 CI Assessments, may not affect the timely payment of the Debt Service Requirements on the 2026 Bonds because of the 2026 Reserve Account established by the Indenture for the 2026 Bonds. The ability of the 2026 Reserve Account to fund deficiencies caused by delinquent 2026 CI Assessments is dependent upon the amount, duration and frequency of such deficiencies. Moneys on deposit in the 2026 Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys available in the 2026 Reserve Account to make up deficiencies with respect to the 2026 Bonds.
District Will Likely Have Insufficient Funds To Replenish Draws On The 2026 Reserve Account. Owners of the 2026 Bonds should note that although the Indenture contains a 2026 Reserve Account Requirement for the 2026 Bonds, and a corresponding obligation on the part of the District to replenish the 2026 Reserve Account to the 2026 Reserve Account Requirement, if in fact that account is accessed for any purpose, the District does not have a designated revenue source for replenishing that fund. Moreover, the District will not be permitted to re-assess real property then burdened by the 2026 CI Assessments in order to provide for the replenishment of the 2026 Reserve Account.
Other Entities Levy Taxes And Assessments On The 2026 Assessment Area Lands; Districts May Levy Additional Assessments. The willingness and/or ability of an owner of land within the 2026 Assessment Area to pay the 2026 CI Assessments levied on its land could be affected by the existence of other taxes and assessments imposed upon the land by the Districts, the City or by the County, or by other public entities, which may be affected by the value of the land subjected to such taxation and assessment. Public entities whose boundaries overlap those of the District, such as the County and County school district, and the City, could, without the consent of the owners of the land within the 2026 Assessment Area, impose additional taxes or assessments on the property within 2026 Assessment Area. The District has no control over the amount of taxes or assessments levied by governmental entities other than the District. The lien of the 2026 CI Assessments is, however, of equal dignity with the liens for State and County and certain taxes upon land. As referenced herein, the Districts have imposed or may also impose additional Public

Infrastructure Assessments and/or non-ad valorem assessments for operation and maintenance (including administrative) expenses, which could encumber the property burdened by the 2026 CI Assessments and the land in the 2026 Assessment Area is subject to the SAD Assessments and other non-ad valorem special assessments levied by the City in connection with the SAD Project, as well as the SG Stormwater Fees levied by the City. See “SECURITY FOR AND SOURCE OF PAYMENT OF THE 2026 BONDS—Additional Assessments,” “THE INTERLOCAL AGREEMENTS,” “SOUTHERN GROVE—Overview” and “2026 ASSESSMENT AREA—
Other Taxes and Special Assessments.”
City, County, school, special district taxes and special assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on debt, including the 2026 CI Assessments, collected pursuant to the Uniform Method are payable at one time. As referenced above, a taxpayer cannot designate specific line items on the tax bill as being paid in full, except pursuant to a contest in compliance with the procedures set forth in Section 194.171(3), Florida Statutes. Therefore, in the absence of such a contest, the failure to pay any one line item would cause the 2026 CI Assessments collected on such tax bill to not be collected. In the event of such a contest, a taxpayer may be permitted to pay only that amount of the contested tax assessment, that the taxpayer, in good faith, admits to be owing or be otherwise permitted to make a partial payment, all as more fully described under “ENFORCEMENT OF ASSESSMENT COLLECTIONS—Uniform Method Tax Collection Procedure” herein. Such partial payment may possibly include non-ad valorem special assessments such as the 2026 CI Assessments, although it is not clear from applicable judicial decisions that non-ad valorem assessments may be contested in the same manner as ad valorem taxes. In either case, there could be a delay in the collection of the 2026 CI Assessments collected pursuant to the applicable tax bill. The election by a significant number of landowners in the 2026 Assessment Area to make partial payment of the amounts collected on a tax bill, or to contest the 2026 CI Assessments collected on the tax bill, could have a significant adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the 2026 Bonds.
Economic Conditions May Adversely Impact Development Of The 2026 Assessment Area; Catastrophic Events May Impact the 2026 Assessment Area. The 2026 Assessment Area may be affected by changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the District and owners of land in the 2026 Assessment Area. There can be no assurance that construction of planned uses in the 2026 Assessment Area will occur as contemplated. In addition, the 2026 Assessment Area is subject to comprehensive federal, state, and local regulations and future changes to such regulations. Approval is required from various public agencies in connection with, among other things, the design, nature and extent of required public improvements, both public and private, and construction of the remaining unconstructed components of the 2026 CI Project and other Community Infrastructure, in accordance with applicable zoning, land use and environmental regulations for Southern Grove. Although no delays are anticipated, failure to obtain any such approvals in a timely manner could delay or adversely affect the 2026 Assessment Area, which may negatively impact a landowner’s desire or ability to develop the 2026 Assessment Area as contemplated.
The value of the lands in the 2026 Assessment Area could also be adversely impacted by flooding or wind damage caused by hurricanes, tropical storms, or other catastrophic events. In

addition to potential damage or destruction to any existing development or construction in or near the District, such catastrophic events could potentially render the District Lands in the 2026 Assessment Area unable to support development. The occurrence of any such events could materially adversely impact the District’s ability to pay principal and interest on the 2026 Bonds. The 2026 Bonds are not insured, and the Districts’ casualty insurance policies do not insure against losses incurred on private lands within their respective boundaries. See also Item No. 23 below.
District Will Have Insufficient Funds To Complete The 2026 CI Project; No Assurance Other Entities Will Have Sufficient Funds To Complete Infrastructure For The 2026 Assessment Area. Amounts available in the 2026 Acquisition and Construction Account will be insufficient to complete the 2026 CI Project. Upon an insufficiency of funds, it is unlikely that the District would have other funds to complete such components of the 2026 CI Project if it or one of the Other Districts then serving as the “Issuer” under the District Development Interlocal Agreement does not issue future Community Infrastructure Indebtedness for such purpose. There is no assurance that such Community Infrastructure Indebtedness will be issued (and the Indenture imposes certain limits on the ability of the Districts to impose Assessments on the Benefitted Parcels in the 2026 Assessment Area as described under “SECURITY AND SOURCE OF PAYMENT OF THE 2026 Bonds—No Parity Bonds; Issuance of Other Obligations”).
In addition, the cost of certain private infrastructure, improvements and facilities needed to serve land in the 2026 Assessment Area that have not yet been constructed are expected to be funded by owners of land in the 2026 Assessment Area. There is no assurance such owners will have funds available to complete such improvements.
District May Have Incomplete Information Regarding Tradition, Southern Grove And The 2026 Assessment Area. The District may have incomplete information concerning Tradition, Southern Grove and the 2026 Assessment Area. For example, the District has limited information concerning the condition of land in the 2026 Assessment Area, its suitability for future development and its value. Furthermore, none of the Master Developer, GFC or any landowner in the 2026 Assessment Area has participated in the preparation of this Limited Offering Memorandum.
Land Development In The 2026 Assessment Area May Be Adversely Impacted. Undeveloped or partially developed land in the 2026 Assessment Area is inherently less valuable than developed land and provides less security to the Owners of the 2026 Bonds should it be necessary to institute proceedings due to the nonpayment of the 2026 CI Assessments. Failure to complete development or substantial delays in the completion of the 2026 Assessment Area due to litigation or other causes may reduce the value of the land subject to the 2026 CI Assessments and increase the length of time during which 2026 CI Assessments will be payable with respect to undeveloped property and may affect the willingness and ability of the owners of such property to pay the 2026 CI Assessments when due. A slowdown of the process of development of the land within the 2026 Assessment Area could adversely impact land values. There can be no assurance that land development operations within the 2026 Assessment Area will not be adversely affected by competition, a deterioration of the real estate market and economic conditions, supply chain delays, or future local, state and federal governmental policies relating to real estate development, the income tax treatment of real property ownership or the national or global economies.

Higher Interest Rates May Adversely Impact A Landowner’s Ability Or Willingness To Pay 2026 CI Assessments. The interest rate borne by the 2026 Bonds is, in general, higher than interest rates borne by other bonds of political subdivisions that do not involve the same degree of risk as investment in the 2026 Bonds. These higher interest rates are intended to compensate investors in the 2026 Bonds for the risk inherent in a purchase of the 2026 Bonds. However, such higher interest rates, in and of themselves, increase the amount of 2026 CI Assessments that the Districts must levy in order to provide for payments of debt service on the 2026 Bonds, and, in turn, may increase the burden upon owners of lands within the 2026 Assessment Area, thereby possibly increasing the likelihood of non-payment or delinquency in payment of such 2026 CI Assessments.
There Is No Assurance Of A Liquid Secondary Market For The 2026 Bonds. There is no assurance that a liquid secondary market exists or will develop for the 2026 Bonds in the event a Beneficial Owner thereof determines to solicit purchasers for the 2026 Bonds it owns. Even if a liquid secondary market exists or develops, as with any marketable securities, there can be no assurance as to the price for which the 2026 Bonds may be sold. Such price may be lower than that paid by the current Beneficial Owner of the 2026 Bonds, depending on the progress of the 2026 Assessment Area, existing real estate and financial market conditions and other factors.
Changes In Federal Tax Law May Adversely Affect Value Of 2026 Bonds; No Adjustment To Interest Rate In The Event Of A Change In The Tax-Exempt Status Of The 2026 Bonds; Matters Related To The Securities Act. There can be no assurance that an audit by the IRS of the 2026 Bonds will not be commenced. The District has no reason to believe that any such audit will be commenced, or that any such audit, if commenced, would result in a conclusion of noncompliance with any applicable state or federal law. See “THE DISTRICT—Additional Matters Related to Special Districts.”
Owners of the 2026 Bonds are advised that, if the IRS does audit the 2026 Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the Owners of the 2026 Bonds may have limited rights to participate in those proceedings. The commencement of such an audit could adversely affect the market value and liquidity of the 2026 Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by the IRS with respect to the tax-exempt status of interest on the 2026 Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. Further, an adverse determination by the IRS with respect to the tax-exempt status of interest on the 2026 Bonds would adversely affect the availability of any secondary market for the 2026 Bonds. Should interest on the 2026 Bonds become includable in gross income for federal income tax purposes, not only will Owners of 2026 Bonds be required to pay income taxes on the interest received on such 2026 Bonds and related penalties, but because the interest rate on such 2026 Bonds will not be adequate to compensate Owners of the 2026 Bonds or the income taxes due on such interest, the value of the 2026 Bonds may decline.
THE INDENTURE DOES NOT PROVIDE FOR ANY ADJUSTMENT IN THE INTEREST RATE ON THE 2026 BONDS IN THE EVENT OF AN ADVERSE DETERMINATION BY THE IRS WITH RESPECT TO THE TAX-EXEMPT STATUS OF INTEREST ON THE 2026 BONDS. PROSPECTIVE PURCHASERS OF THE 2026 BONDS

SHOULD EVALUATE WHETHER THEY CAN OWN THE 2026 BONDS IN THE EVENT THAT THE INTEREST ON THE 2026 BONDS BECOMES TAXABLE.
If the 2026 Bonds were to be audited, the IRS might examine whether the District is a political subdivision and whether interest on the 2026 Bonds is excludable from gross income. In addition to a possible determination by the IRS that the District is not a political subdivision for purposes of the Code, and regardless of the IRS determination, it is possible that federal or state regulatory authorities could also determine that the District is not a political subdivision for purposes of the federal and state securities laws. Accordingly, the District and purchasers of 2026 Bonds may not be able to rely on the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), relating to securities issued by political subdivisions. In that event the Owners of the 2026 Bonds would need to ensure that subsequent transfers of the 2026 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act and state securities laws.
It should also be noted that the 2026 Bonds are part of the Bonds which were validated by the Circuit Court of the State of Florida in and for St. Lucie County, Florida, in which it was determined, inter alia, among other things, that the Issuer has the authority under Florida law to issue such Bonds, that the purpose for which such Bonds were issued is legal under Florida law, and that the proceedings for issuance of such Bonds complies with the requirements of applicable Florida law. See “VALIDATION.”
Various proposals are mentioned from time to time by members of the Congress of the United States of America and others concerning reform of the internal revenue (tax) laws of the United States. In addition, the IRS may, in the future, issue rulings that have the effect of changing the interpretation of existing tax laws. Certain of these proposals and interpretations, if implemented or upheld, could have the effect of diminishing the value of obligations of states and their political subdivisions, such as the 2026 Bonds, by eliminating or changing the tax-exempt status of interest on certain of such bonds. Whether any of such proposals will ultimately become or be upheld as law, and if so, the effect such proposals could have upon the value of bonds such as the 2026 Bonds, cannot be predicted. However, it is possible that any such law or interpretation could have a material and adverse effect upon the availability of a liquid secondary market and/or the value of the 2026 Bonds.
See “TAX MATTERS” herein.
Consultants May Not Perform. While the District has represented to the Underwriter that it has selected its District Manager, District Counsel, Consulting Engineers, Trustee and other professionals with the appropriate due diligence and care, and while the foregoing parties have each represented in their respective areas as having the requisite experience to accurately and timely perform the duties assigned to them in such roles, the District does not guaranty any portion of the performance of these parties.
Environmental Matters May Adversely Impact Land In The 2026 Assessment Area. The value of the land within the 2026 Assessment Area, the success of the 2026 Assessment Area and the likelihood of timely payment of principal and interest on the 2026 Bonds could be affected by environmental factors with respect to the land in the 2026 Assessment Area. Should the land in

the 2026 Assessment Area be contaminated by hazardous materials, this could materially and adversely affect the value of the land in the 2026 Assessment Area, which could materially and adversely affect the success of the 2026 Assessment Area and the likelihood of timely payment of the 2026 Bonds. The District has not performed, nor has the District requested that there be performed on its behalf, any independent assessment of the environmental conditions within the 2026 Assessment Area.
Impact Of Existing And Potential Future Property Tax Reform and Community Development District Legislation Cannot Be Predicted. The Florida legislature has previously approved various legislation impacting ad valorem taxation and constitutional amendments affecting the homestead exemptions have been approved by Florida voters.
In 2025, the State House of Representatives created a Select Committee on Property Taxes to consider various ad valorem property tax reforms in Florida. Various bills related to ad valorem property tax reform, including some recommended by the Select Committee on Property Taxes, were filed in the now-concluded 2026 regular session of the State Legislature. Although the bills differ, all have the goal of reducing the ad valorem property tax burden on Florida property owners, particularly residential homestead property owners. None of the bills impact special districts or other governmental entities’ ability to utilize the uniform method of collection. During the 2026 regular session, the State House of Representatives adopted a bill that eliminates all non-school ad valorem property taxes levied by counties, municipalities and special districts on homestead property. This bill was sent to the State Senate, but no significant further action has been taken by the State Legislature. [UPDATE FOR SPECIAL SESSION IF APPLICABLE]
If any future property tax reform bill is passed by the State Legislature and approved by the Governor of the State, it would then be subject to a state-wide referendum requiring at least 60% of the voters approving such measure to become law.
It is impossible to predict what proposals may be presented regarding ad valorem tax reform and/or community development districts during upcoming Florida legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. On October 31, 2014, the Auditor General of the State released a 31-page report which requests legislative action to establish parameters on the amount of bonds a community development district may issue and provide additional oversight for community development district bonds. This report renews requests made by the Auditor General in 2011 that led to the Governor of the State issuing an Executive Order on January 11, 2012 (the “Executive Order”) directing the Office of Policy and Budget in the Executive Office of the Governor (“OPB”) to examine the role of special districts in the State. As of the date hereof, the OPB has not made any recommendations pursuant to the Executive Order nor has the Florida legislature passed any related legislation. It is impossible to predict with certainty the impact that any future legislation will or may have on the security for the 2026 Bonds. It should be noted that Section 190.16(14) of the CDD Act provides in pertinent part that “The state pledges to the holders of any bonds issued under the CDD Act that it will not limit or alter the rights of the district to levy and collect the assessments and to fulfill the terms of any agreement made with the holders of such bonds and that it will not impair the rights or remedies of such holders.”

District May Not Have Ability to Obtain Permits. In connection with the foreclosure of the lien of special assessments by a community development district, the Circuit Court in and for Sumter County, Florida concluded that such district had no right, title or interest in any permits and approvals owned by the owner of the parcel(s) so foreclosed upon. In the event the District and/or the Administration District forecloses the lien of the 2026 CI Assessments against a parcel to enforce payment of the 2026 CI Assessments levied by the Districts, including the District and/or the Administration District, may not have any right, title or interest in any permits and approvals owned by the owner of the parcel(s) so foreclosed upon. Failure by the Districts, the Administration District or landowners to obtain permits and/or approvals could adversely affect development within the 2026 Assessment Area, and may impair the price bid for such property at a public sale.
Lender Foreclosure Risk. In the event a bank forecloses on property subject to the 2026 CI Assessments in the 2026 Assessment Area because of a default by a landowner on a mortgage on such property and then the bank itself fails, the Federal Deposit Insurance Corporation (the “FDIC”), as receiver will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the 2026 CI Assessments. In addition, in this event the District and/or the Administration District would require the consent of the FDIC prior to commencing a foreclosure action.
Cybersecurity. The District and the Administration District rely on a technological environment to conduct their respective operations. The District, the Administration District, their agents and other third parties the District and the Administration District do business with or otherwise rely upon are subject to cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to such parties’ digital systems for the purposes of misappropriating assets or information or causing operational disruption and damage. No assurances can be given that any such attack(s) will not materially impact the operations or finances of the District and/or the Administration District, which could impact the timely payment of debt service on the 2026 Bonds.
Pandemics And Other Public Health Emergencies. In addition to the general economic conditions discussed above, the COVID-19 pandemic severely impacted global financial markets, unemployment and commerce generally. The timely and successful further horizontal development of assessable land in the 2026 Assessment Area, the construction and sale of residential units therein, and the demand for [single-family homes, apartment rentals, retail uses, industrial uses, and/or retail and manufactured products] may be adversely impacted by the spread of epidemic or pandemic disease and/or governmental health and public safety restrictions imposed in response thereto. It is possible that construction delays, delays in the receipt of permits or other government approvals, delays in construction of residential units and/or sales to end-users, or other delays, and decrease in demand for apartment rentals, retail uses, industrial uses, and/or retail and manufactured products could occur as a result of by the spread of epidemic or pandemic disease and/or governmental health and public safety restrictions imposed in response thereto that adversely impact the 2026 Assessment Area. See also “–Economic Conditions May Adversely Impact Development Of The 2026 Assessment Area; Catastrophic Events May Impact the 2026 Assessment Area” and “THE 2026 ASSESSMENT AREA” herein.

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This section does not purport to summarize all risks that may be associated with purchasing or owning the 2026 Bonds and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety (inclusive of Appendices) for a more complete description of investment considerations relating to the 2026 Bonds.
TAX MATTERS
Opinion of Bond Counsel
In the opinion of Bond Counsel, as more fully described below, under existing law and assuming continuing compliance by the Issuer with certain tax covenants, the interest on the 2026 Bonds is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and is not treated as an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals under the Code; however, the interest on the 2026 Bonds is included in the “adjusted financial statement income” of certain corporations on which the federal alternative minimum tax is imposed under the Code.
The foregoing opinions of Bond Counsel are subject to the condition that the Issuer complies with all requirements of the Code that must be satisfied subsequent to the issuance of the 2026 Bonds in order for interest on the 2026 Bonds to be excludable from gross income for federal income tax purposes. The Issuer has covenanted to comply with such requirements.
The scope of the foregoing opinions of Bond Counsel is limited to matters addressed above and no opinion is expressed by Bond Counsel regarding other federal income tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the 2026 Bonds. In rendering such opinions, Bond Counsel further assumes and relies upon (i) without undertaking to verify the same by independent investigation, the accuracy of the representations, statements of intention and reasonable expectation, and certifications of fact of the Issuer with respect to matters affecting the excludability of interest on the 2026 Bonds from gross income for federal income tax purposes under the Code; and (ii) continuing compliance by the Issuer with the applicable requirements of the Code as to such tax matters and certain procedures, agreements and covenants that must be met subsequent to the issuance of the 2026 Bonds in order that interest on the 2026 Bonds be and remain excludable from gross income for federal income tax purposes. In addition, in rendering the foregoing opinions, Bond Counsel will also assume and rely on, without undertaking to verify the same by independent investigation, certain certifications of the Issuer’s Consulting Engineers provided as of the date of issuance of the 2026 Bonds.
Bond Counsel has not been engaged or retained to monitor post-issuance compliance. Failure of the Issuer to comply with such requirements may cause the interest on the 2026 Bonds to not be excludable from gross income for federal income tax purposes retroactively to the date of issuance of the 2026 Bonds irrespective of the date on which such noncompliance occurs or is ascertained.
Bond Counsel’s opinions set forth above are based upon current facts and circumstances, and upon existing law and interpretations thereof, as of the date such opinions are delivered and

Bond Counsel assumes no affirmative obligation to update, revise or supplement such opinions to reflect any action thereafter taken or not taken or if such facts or circumstances, or laws or interpretations thereof, change after the date of such opinions, including, without limitation, changes that adversely affect the excludability of interest on the 2026 Bonds, even if such actions, inactions or changes come to Bond Counsel’s attention. Further, such opinions are limited solely to the matters stated therein, and no opinion is to be implied or is intended beyond the opinions expressly stated therein. Moreover, the opinion of Bond Counsel is only an opinion and not a warranty or guaranty of the matters discussed or of a particular result, and is not binding on the IRS or the courts. See also “LEGAL MATTERS” herein.
Prospective purchasers of the 2026 Bonds should also be aware that ownership of the 2026 Bonds may result in adverse tax consequences under the laws of various states and local jurisdictions. Bond Counsel expresses no opinion regarding any state or local tax consequences of acquiring, carrying, owning or disposing of the 2026 Bonds. Prospective purchasers of the 2026 Bonds should consult their tax advisors as to any state and local tax consequences to them of owning the 2026 Bonds.
Reference is made to the proposed form of the opinion of Bond Counsel attached hereto as “APPENDIX C—Form of Opinion of Bond Counsel” for the complete text thereof.
Certain Collateral Federal Income Tax Consequences
The following is a brief discussion of certain collateral federal income tax matters with respect to the 2026 Bonds. It does not purport to address all aspects of federal taxation that may be relevant to a particular owner of any 2026 Bonds. Bond Counsel has not expressed an opinion regarding the collateral federal income tax consequences that may arise with respect to the 2026 Bonds.
Prospective purchasers of the 2026 Bonds should be aware that ownership of, receipt or accrual of interest on, or disposition of, tax-exempt obligations may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S Corporations with “excess net passive income” and foreign corporations subject to the branch profits tax, individuals eligible to receive the earned income tax credit, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the 2026 Bonds.
Information Reporting and Backup Withholding
Interest paid on tax-exempt obligations is subject to information reporting to the IRS in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the 2026 Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of 2026 Bonds, under certain circumstances, will be subject to “backup withholding” with respect to payments on the 2026 Bonds and proceeds from the sale of the 2026 Bonds. Any amounts so withheld would be refunded or allowed as a credit against the federal income tax of such owner of the 2026 Bonds. This withholding generally applies if the owner of

the 2026 Bonds (i) fails to furnish the paying agent (or other person who would otherwise be required to withhold tax from such payments) such owner’s social security number or other taxpayer identification number (“TIN”), (ii) furnishes the paying agent an incorrect TIN, (iii) fails to properly report interest, dividends, or other “reportable payments” as defined in the Code, or
(iv) under certain circumstances, fails to provide the paying agent or such owner’s securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding.
Prospective purchasers of the 2026 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding and the procedures for obtaining exemptions.
Original Issue Premium
The Series 2026 Bonds maturing on May 1 in the years 20  through and including 20  (collectively, the “Premium Bond[s]”) were offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity. That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond), compounded semiannually. No portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of determining the owner’s gain or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Bond, the owner’s tax basis in the Premium Bond is reduced by the amount of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public offering at the price for that Premium Bond who holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date that results in the lowest yield on that Premium Bond) will realize no gain or loss upon the retirement of that Premium Bond.
The federal income tax treatment of original issue premium under the Code, including the determination of the amount of amortizable bond premium that is allocable to each year, is complicated. Purchasers of Premium Bonds should consult their own tax advisors regarding the treatment of bond premium for federal income tax purposes, including various special rules relating thereto, and the state and local tax consequences, in connection with the acquisition, ownership, amortization of bond premium on, sale, exchange or other disposition of, Premium Bonds.
The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of Premium Bonds which are not purchased in the initial offering may be determined according to rules which differ from those described above.

Original Issue Discount
The Series 2026 Bonds maturing on May 1 in the years 20  through and including 20  (collectively, the “Discount Bond[s]”) were sold at prices less than the stated principal amounts thereof. The difference between the principal amount of the Discount Bonds and price to the public, excluding underwriters and related parties thereto, at which price a substantial amount of such Discount Bonds of the same maturity was sold, is “original issue discount.” Original issue discount represents interest which is excluded from gross income for federal income tax purposes to the same extent and subject to the same considerations discussed above as to stated interest on the Series 2026 Bonds. Such interest is taken into account for purposes of determining the alternative minimum tax liability, and other collateral tax consequences, although the owner of such Discount Bonds may not have received cash in such year. Original issue discount will accrue over the term of a Discount Bond at a constant interest rate compounded on interest payment dates. A purchaser who acquires a Discount Bond in the initial offering at a price equal to the initial offering price thereof will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes to the same extent as interest payable on such Discount Bond equal to the original issue discount accruing during the period such purchaser holds such Discount Bond and will increase its adjusted basis in such Discount Bond by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Discount Bond.
Purchasers of Discount Bonds should consult their own tax advisors regarding the treatment for federal income tax purposes of interest accrued upon sale, redemption or the disposition of Discount Bonds, including various special rules relating thereto, and the state and local tax consequences, in connection with the acquisition, ownership, accrual of discount on, sale, exchange or other disposition of, Discount Bonds.
The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of Discount Bonds which are not purchased in the initial offering may be determined according to rules which differ from those described above.
Miscellaneous
Bond Counsel gives no assurance that any future legislation or clarifications or amendments to the Code, if enacted into law or that otherwise become effective, will not cause the interest on the 2026 Bonds to be subject, directly or indirectly, to federal income taxation or otherwise prevent the Bondholders from realizing the full current benefit of the tax status of the interest on the 2026 Bonds. During recent years, legislative proposals have been introduced in Congress, and in some cases have been enacted, that have altered or could alter certain federal tax consequences of owning obligations similar to the 2026 Bonds. In some cases, these proposals have contained provisions that were to be applied on a retroactive basis. It is possible that legislation could be introduced, including in the near term, that, if enacted or that otherwise becomes effective, could change the federal tax consequences of owning the 2026 Bonds and, whether or not enacted, could adversely affect their market value. Prospective purchasers of the 2026 Bonds are encouraged to consult their own tax advisors regarding any pending or proposed federal legislation, as to which Bond Counsel expresses no view.

The IRS has established an on-going program to audit tax-exempt obligations to determine whether interest on such obligations is includible in gross income for federal income tax purposes. In addition, reference is made to “BONDHOLDERS’ RISKS—Item Nos. 16 and 19” herein regarding recent developments with respect to certain special district financings and special districts in Florida. No assurances can be given as to whether or not the IRS will open an audit of the 2026 Bonds to determine whether the interest thereon is includible in gross income for federal income tax purposes or as to whether the IRS would agree with the opinions of Bond Counsel, as described herein. If the IRS opens an audit of the 2026 Bonds, under current IRS procedures, the IRS will treat the Issuer as the taxpayer, and the Bondholders of the 2026 Bonds may have no right to participate. The Indenture does not require the Issuer to redeem the 2026 Bonds or to pay any additional interest or penalty in the event the interest on the 2026 Bonds becomes taxable.
The federal income tax consequences from the purchase, ownership and redemption, sale or other disposition of 2026 Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. Purchasers of the 2026 Bonds at other than their original issuance at the respective prices indicated on the inside cover of this Limited Offering Memorandum should consult their own tax advisors regarding other tax considerations.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE 2026 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD.
AGREEMENT BY THE STATE
Under the CDD Act, the State pledges to the holders of any obligations issued thereunder, including the 2026 Bonds, that it will not limit or alter the rights of the District to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects subject to the CDD Act or to levy and collect taxes, assessments, rentals, rates, fees, and other charges provided for in the CDD Act and to fulfill the terms of any agreement made with the holders of such 2026 Bonds and that it will not in any way impair the rights or remedies of such holders.
LEGALITY FOR INVESTMENT
The CDD Act provides that the 2026 Bonds are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political subdivision of the State, and constitute securities which may be deposited by banks or trust companies as security for deposits of state, county, municipal or other public funds, or by insurance companies as required for voluntary statutory deposits.
SUITABILITY FOR INVESTMENT
No application has been made for credit enhancement or a rating on the 2026 Bonds. Investment in the 2026 Bonds poses certain risks. See “BONDHOLDERS’ RISKS.” No dealer,

broker, salesman or other person has been authorized by the District or the Underwriter to give any information or make any representations, other than those contained in this Limited Offering Memorandum.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Rule 69W-400.003, Rules of Government Securities under Section 517.051(1), Florida Statutes, promulgated by the Florida Department of Financial Services, Office of Financial Regulation, Division of Securities and Finance (“Rule 69W-400.003”), requires the District to disclose each and every default as to the payment of principal and interest with respect to obligations issued or guaranteed by the District after December 31, 1975. Rule 69W-400.003 further provides, however, that if the District, in good faith, believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted. The District is not and has not since December 31, 1975 been in default as to principal and interest on its bonds or other debt obligations.
CONTINUING DISCLOSURE
Disclosure Agreement
In order to comply with the continuing disclosure requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “SEC Rule”), the District and Special District Services, Inc., as initial dissemination agent (the “Dissemination Agent”), will enter into a Continuing Disclosure Agreement (the “Disclosure Agreement”), the form of which is attached hereto as APPENDIX D, at the time of issuance of the 2026 Bonds.
Pursuant to the Disclosure Agreement, the District will covenant for the benefit of Bondholders to provide to the Dissemination Agent certain financial information and operating data relating to the District and the 2026 Bonds in each year and to provide notices of the occurrence of certain enumerated material events. The covenants in the Disclosure Agreement have been made in order to assist the Underwriter in complying with the SEC Rule.
The District’s obligations under the Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the 2026 Bonds, so long as there is no remaining liability of the District or if the SEC Rule is repealed or no longer in effect.
The District Annual Report will be filed by the Dissemination Agent with the Repository, currently the Municipal Security Rulemaking Board’s Electronic Municipal Markets Access (“EMMA”) repository described in the form of the Disclosure Agreement attached hereto as APPENDIX D. The notices of material events will also be filed by the Dissemination Agent with EMMA. The specific nature of the information to be contained in the Annual Report and the notices of material events are described in APPENDIX D.
With respect to the 2026 Bonds, no parties other than the District are expected to provide any continuing disclosure information with respect to the SEC Rule.

Prior Undertakings
The District has entered into written undertakings for purposes of the SEC Rule with respect to the 2019 Bonds, the 2020 Bonds, the 2021 Bonds, the 2022 Bonds and the 2024 Bonds. With respect to the undertaking relating to the 2019 Bonds, in 2020 the District filed its annual report 12 days after the filing deadline and its audited financial statements 80 days after the filing deadline. With respect to the undertaking relating to the 2019 Bonds, the 2020 Bonds and the 2021 Bonds, the District filed its audited financial statements five days after the filing deadline in 2023. None of the Other Districts have previously entered into a written continuing disclosure undertaking pursuant to the SEC Rule. [TO BE UPDATED]
FINANCIAL STATEMENTS
The audited financial statements of the District for the Fiscal Year ended September 30, 2024 are attached hereto as APPENDIX G.
ENFORCEABILITY OF REMEDIES
The remedies available to the Owners of the 2026 Bonds upon an event of default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the 2026 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2026 Bonds will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery.
LITIGATION
There is no litigation of any nature now pending or threatened restraining or enjoining the issuance, sale, execution or delivery of the 2026 Bonds, or in any way contesting or affecting the validity of the 2026 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 2026 Bonds, or the enforceability of any of the interlocal agreements described under “THE INTERLOCAL AGREEMENTS,” or the existence or powers of the District or any of the Other Districts.
UNDERWRITING
The Underwriter will agree, pursuant to a contract to be entered into with the District, subject to certain conditions, to purchase the 2026 Bonds from the District at an aggregate purchase price of $[		] (representing the par amount of the 2026 Bonds of $[	], [plus/less][net] original issue [premium/discount] of $[	] and less an underwriter’s discount of $[	]).  See “ESTIMATED SOURCES AND USES OF PROCEEDS” herein. The
Underwriter’s obligations are subject to certain conditions precedent and the Underwriter will be obligated to purchase all the 2026 Bonds if any are purchased.

The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriter and its affiliates have, from time to time, performed, and may in the future perform, various investment banking services for the District which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, The Underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the District.
The Underwriter intends to offer the 2026 Bonds to accredited investors at the offering prices set forth on the cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The Underwriter may offer and sell the 2026 Bonds to certain dealers (including dealers depositing the 2026 Bonds into investment trusts) at prices lower than the initial offering prices and such initial offering prices may be changed from time to time by the Underwriter.
DISCLOSURE OF MULTIPLE ROLES
Bondholders should note that Special District Services, Inc., Port St. Lucie, Florida is acting in dual capacities as both District Manager responsible for the administrative operations of the Districts and assessment consultant. Culpepper & Terpening has also served as consulting engineers from time to time to the Master Developer and certain other landowners in the Districts.
EXPERTS
The references herein to Culpepper & Terpening, Inc. as the consulting engineers to the Districts and the inclusion of “APPENDIX A—Consulting Engineer’s Report” attached hereto will be approved by said firm. The Consulting Engineer’s Report should be read in its entirety for complete information with respect to the subjects discussed therein. Special District Services, Inc., as assessment consultant, has prepared the 2026 Supplemental Assessment Report set forth in Appendix E hereto and such report should be read in its entirety for complete information with respect to the subjects discussed therein.
CONTINGENT FEES
Bond Counsel, Disclosure Counsel, the District’s consulting engineer, assessment consultant, the Underwriter, and counsel to the Underwriter, will receive fees for services rendered in connection with the issuance of the 2026 Bonds, which fees are contingent upon such issuance.
LEGAL MATTERS
Certain legal matters related to the authorization, sale and delivery of the 2026 Bonds are subject to the approval of Holland & Knight LLP, West Palm Beach, Florida, Bond Counsel. Holland & Knight LLP, West Palm Beach, Florida is also acting as Disclosure Counsel to the District. Certain legal matters will be passed upon for the Underwriter by its counsel Bryant Miller

Olive, P.A., Orlando, Florida. Certain legal matters will be passed upon for the District by its counsel, Kutak Rock LLP, Tallahassee, Florida. Certain legal matters will be passed upon for the Trustee by Aponte & Associates Law Firm, PLLC, Orlando, Florida.
The proposed text of the approving legal opinion of Bond Counsel to be delivered concurrently with the delivery of the 2026 Bonds is set forth as APPENDIX C to this Limited Offering Memorandum. The actual legal opinion to be delivered may vary from the text of APPENDIX C, if necessary, to reflect facts and law on the date of delivery of the 2026 Bonds.
The legal opinions to be delivered by Bond Counsel, Disclosure Counsel and District counsel, respectively, concurrently with the delivery of the 2026 Bonds are based on existing law and interpretations thereof as of the date such opinions are delivered, which are subject to change. Such legal opinions are further based on representations and covenants Bond Counsel, Disclosure Counsel and District counsel, as applicable, deem relevant to such opinions. The attorneys giving legal opinions concurrently with the delivery of the 2026 Bonds assume no duty to update or supplement their respective opinions to reflect any facts or circumstances, including changes in law, that may thereafter occur or become effective. Moreover, such opinions are not a guarantee of a particular result and are not binding on the IRS or the courts; rather, such opinions represent the applicable legal counsel’s professional judgment based on its review of existing law and interpretations thereof, as of the date such opinions are delivered, and in reliance on the representations and covenants that it deems relevant to such opinions.
The legal opinions to be delivered concurrently with the delivery of the 2026 Bonds express the professional judgment of the attorneys rendering the opinions regarding the legal issues expressly addressed therein. By rendering legal opinions, the giver of the opinions does not become an insurer or guarantor of the result indicated by that expression of professional judgement of the transaction on which opinions are given or of the future performance of the parties to the transaction, nor does the giving of opinions guarantee the outcome of any legal dispute that may arise out of the transaction.
VALIDATION
The 2026 Bonds are part of an issue of Bonds validated on September 10, 2013 by the Circuit Court in and for St. Lucie County, Florida. The appeal period from such final judgment has expired with no appeal having been filed.
MISCELLANEOUS
Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized.
The references herein to the 2026 Bonds and other documents referred to herein are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and reference is made to such documents for full and complete statements of such provisions.
This Limited Offering Memorandum has been prepared in connection with the sale of the 2026 Bonds and may not be reproduced or used, as a whole or in part, for any purpose. This

Limited Offering Memorandum is not to be construed as a contract with the purchaser or the Owner or Beneficial Owners of any of the 2026 Bonds.

This Limited Offering Memorandum has been duly authorized, executed and delivered by the District.
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5

By:		 Chair, Board of Supervisors

APPENDIX A CONSULTING ENGINEER’S REPORT

A-1

APPENDIX B

MASTER INDENTURE AND FORM OF SUPPLEMENTAL INDENTURE

B-1

APPENDIX C

FORM OF OPINION OF BOND COUNSEL

APPENDIX D

FORM OF CONTINUING DISCLOSURE AGREEMENT

APPENDIX E

SPECIAL ASSESSMENT METHODOLOGY REPORT

E-1

APPENDIX F

DISTRICT DEVELOPMENT INTERLOCAL AGREEMENT

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APPENDIX G

AUDITED FINANCIAL STATEMENTS

G-1

APPENDIX H

MAP OF CURRENT BOUNDARIES OF THE DISTRICTS

H-1

EXHIBIT D

FORM OF CONTINUING DISCLOSURE AGREEMENT

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Draft #2

CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the “Disclosure Agreement”), dated as of May [   ], 2026 is executed and delivered by Southern Grove Community Development District No.
5 (the “District”) and Special District Services, Inc., as initial Dissemination Agent (the “Dissemination Agent”) and joined in by the Disclosure Representative and the Trustee (as such terms are herein defined) for the benefit of the Holders (as defined in the hereinafter defined Indenture) of the 2026 Bonds (hereinafter defined) in order to provide certain continuing disclosure with respect to the 2026 Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as the same may be amended from time to time (the “Rule”).
SECTION 1. General Provisions.
The services provided under this Disclosure Agreement solely relate to the execution of instructions received from the District and do not constitute “advice” within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). The Dissemination Agent will not provide any advice or recommendation to the District or anyone on the District’s behalf regarding the “issuance of municipal securities” or any “municipal financial product” as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to the contrary. The Dissemination Agent is not a “Municipal Advisor” as such term is defined in Section 15B of the Securities Exchange Act of 1934, as amended, and related rules.
This Disclosure Agreement is being executed and delivered by the District for the benefit of the Owners of the 2026 Bonds and to assist the Participating Underwriter (herein defined) in complying with the applicable provisions of the Rule. The District believes that this Disclosure Agreement satisfies the requirements of the Rule and the execution and delivery of this Disclosure Agreement, as it relates to the obligations of the District hereunder, is intended to comply with the Rule. To the extent it is later determined by a court of competent jurisdiction, a governmental regulatory agency, or an attorney specializing in federal securities law, that the Rule requires the District to provide additional information, the District agrees to promptly provide such additional information.
The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture (herein defined) 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.
SECTION 2. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Limited Offering Memorandum (hereinafter defined). The capitalized terms shall have the following meanings:

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“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.
“Assessments” shall mean the non-ad valorem special assessments pledged to the payment of the 2026 Bonds pursuant to the Indenture.
“Business Day” means any day other than a Saturday, Sunday or a day on which the District is required, or authorized or not prohibited by law (including executive orders), to close and is closed.
“Disclosure Representative” shall mean the person or entity serving as District Manager (within the meaning of Chapter 190, Florida Statutes) from time to time or such other officer or employee of the District as the District shall designate in writing to the Trustee and the Dissemination Agent from time to time.
“Dissemination Agent” shall mean Special District Services, Inc. or any successor Dissemination Agent designated in writing by the District (which may be the District) and, if other than the District, which has filed with the District and Trustee a written acceptance of such designation.
“Financial Obligation” means a (a) debt obligation, (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) guarantee of an obligation or instrument described in either clause (a) or (b). Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with Rule 15c2-12 of the SEC.
“Fiscal Year” shall mean the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law.
“Indenture” means the Master Trust Indenture dated as of December 17, 2014, as supplemented by the Tenth Supplemental Trust Indenture dated as of May 1, 2026, each between the District and the Trustee.
“Limited Offering Memorandum” shall mean the final limited offering document relating to the 2026 Bonds, as more fully described on Exhibit A.
“Listed Event” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.
“MSRB” means the Municipal Securities Rulemaking Board.
“National Repository” shall mean the MSRB, through its Electronic Municipal Market Access (“EMMA”) system described in Securities and Exchange Commission Release No. 34-59062.
“Obligated Person(s)” shall mean, with respect to the 2026 Bonds, those person(s) who either generally or through an enterprise fund or account of such persons are committed by contract

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or other arrangement to support payment of all or a part of the obligations on such Bonds. The sole Obligated Person shall be the District.
“Owners” shall have the meaning ascribed thereto in the Indenture with respect to the 2026 Bonds and shall include beneficial owners of the 2026 Bonds, including those that have the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of any 2026 Bonds (including persons holding 2026 Bonds through nominees, depositories or other intermediaries), or are treated as the owner of any 2026 Bonds for federal income tax purposes.
“Participating Underwriter” shall mean MBS Capital Markets, LLC, in its capacity as the original underwriter of the 2026 Bonds required to comply with the Rule in connection with offering of the 2026 Bonds.
“Repository” shall mean the National Repository and each State Repository, if any. “State” shall mean the State of Florida.
“State Repository” shall mean the state information repository, if any, designated by the State and with which filings are required to be made by the District in accordance with the Rule.
“Trustee” means U.S. Bank Trust Company, National Association, as successor trustee under the Indenture, and its successors and assigns.
“2026 Bonds” means the District’s $[	] Special Assessment Bonds, Series 2026 (Community Infrastructure), as more fully described on Exhibit A.
SECTION 3. Annual Report.
The District’s Annual Report shall contain or incorporate by reference the following, which includes an update of certain of the financial and operating data of the District to the extent presented in the Limited Offering Memorandum. All information in the Annual Report shall be presented for the immediately preceding Fiscal Year and, to the extent available, the current Fiscal Year and shall contain updates of the following operating and financial data in the Limited Offering Memorandum:
The amount of Assessments collected from property owners and the amount of Assessments applied to pay debt service on the 2026 Bonds.
If available, the amount of delinquencies greater than 150 days, and, in the event that delinquencies amount to more than ten percent (10%) of the amounts of Assessments due in any year, a list of delinquent property owners.
The amount of tax certificates sold, if any, and the balance, if any, remaining for
sale.
All fund balances in all Funds and Accounts for the 2026 Bonds. The District shall
provide any Owners and the Dissemination Agent with this information more frequently than annually within thirty (30) days of the written request of the Owners.

3

The total amount of 2026 Bonds Outstanding.
The amount of principal and interest due on the 2026 Bonds.
Until the 2026 CI Project is complete, a description of the status of the 2026 CI Project, including the portions thereof that have been completed as of the date hereof and the portions thereof under construction.
The status of residential home closings from builders to end users within the 2026 Assessment Area, to the extent such information is attainable from the County Property Appraiser in conjunction with its preparation of the tax roll.
Any event that would have a material adverse impact on the implementation of the development of the 2026 Assessment Area that has not been developed with end uses as of the date of the Annual Report.
The most recent audited financial statements of the District, which shall be prepared in accordance with governmental accounting standards promulgated by the Government Accounting Standards Board.
To the extent any of the items set forth in subsections 3(a)(i) through 3(a)(ix) above are included in the audited financial statements referred to in subsection 3(a)(x) above, they do not have to be separately set forth. Any or all of the items listed above may be incorporated by reference from other documents, including offering documents of debt issues of the District or related public entities, which have been submitted to each of the Repositories or the SEC. If the document incorporated by reference is a final offering document, it must be available from the MSRB or EMMA. The District shall clearly identify each such other document so incorporated by reference.
SECTION 4. Provision of Annual Reports.
Subject to the following sentence, the District shall provide the Annual Report to the Dissemination Agent no later than 270 days after the close of the District’s Fiscal Year, commencing with the Fiscal Year ended September 30, 2025 (the “Annual Filing Date”). 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(b) of this Disclosure Agreement; provided that the audited financial statements of the District may be submitted separately from the balance of the Annual Report, and may be submitted in accordance with State law, which currently requires such audited financial statements to be provided up to, but no later than, nine months after the close of the District’s Fiscal Year. The District shall cause the Dissemination Agent to provide to each Repository (i) the components of an Annual Report which satisfies the requirements of this subsection 4(a) within one Business Day following receipt of such Annual Report and (ii) any information provided to Owners and the Dissemination Agent pursuant to subsection 3(a)(iv) of this Disclosure Agreement within one Business Day following receipt of such information. In furtherance thereof, the Dissemination Agent shall request the Annual Report (which request shall be in writing and may be made via e-mail to the Disclosure Representative) at least thirty (30) days prior to the Annual Filing Date. If the District’s Fiscal

4

Year changes, the District shall give notice of such change in the same manner as for a Listed Event under Section 5.
If on the fifteenth (15th) day prior to each Annual Filing Date the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the District of its undertaking to provide the Annual Report pursuant to this Section 4. Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report in accordance with subsection 4(a) above, or (ii) instruct the Dissemination Agent in writing that the District 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 subsection 5(a)(xviii) has occurred and to immediately send a notice to the National Repository and the State Repository (if any) in substantially the form attached as Exhibit B accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit C-1.
If the Dissemination Agent has not received an Annual Report by 6:00 p.m. Eastern Time on the Annual Filing Date for the Annual Report, a Listed Event described in subsection 5(a)(xviii) shall have occurred and the District hereby directs the Dissemination Agent to immediately send a notice to the National Repository and the State Repository (if any) in substantially the form attached as Exhibit B accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit C-1.
The Dissemination Agent shall:
determine each year prior to the date for providing the Annual Report the name and address of the National Repository and each State Repository, if any; and
promptly upon fulfilling its obligations under subsection (a) above, file a notice with the District stating that the Annual Report has been provided pursuant to this Disclosure Agreement and stating the date(s) it was provided.
SECTION 5. Reporting of Listed Events.
This Section 5 shall govern the giving of notices of the occurrence of any Listed Event set forth below:
principal and interest payment delinquencies;
non-payment related defaults, if material;
unscheduled draws on debt service reserves reflecting financial difficulties;

5

unscheduled draws on credit enhancements reflecting financial difficulties;
substitution of credit facility 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 2026 Bonds, or other material events affecting the tax status of the 2026 Bonds;
modifications to rights of holders of the 2026 Bonds, if material;
Bond calls, if material, and tender offers;
defeasances;
release, substitution, or sale of any property securing repayment of the 2026 Bonds, if material;
rating changes;
bankruptcy, insolvency, receivership or similar event of the District (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the District 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 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);
the consummation of a merger, consolidation, or acquisition involving the District or the sale of all or substantially all of the assets of the District, 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;
the 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), if material;

There is no credit enhancement or rating for the 2026 Bonds on initial issuance.
There is no rating for the 2026 Bonds on initial issuance.

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incurrence of a Financial Obligation of the District or other Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the District or Obligated Person, any of which affect security holders, if material;
default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the District or other Obligated Person, any of which reflect financial difficulties; and
failure to provide the Annual Report as required under this Disclosure Agreement that contains, in all material respects, the information required under Section 3 of this Disclosure Agreement, which failure shall, in all cases, be deemed material.
For purposes of the foregoing, a matter shall be deemed to be “material” within the meaning set forth above, if the District, in reliance upon the advice of counsel expert in federal securities laws, which may include its Bond Counsel, determines that the matter in question is material under federal securities laws. The District shall notify the Dissemination Agent in writing of the occurrence of any Listed Event in (i) through (xvii) and direct the Dissemination Agent to file a notice of the occurrence of such Listed Event with each National Repository and the State Repository (if any); provided that such notice to the Dissemination Agent must be provided in sufficient time to ensure that the Dissemination Agent will file notice of the occurrence of such Listed Event with each National Repository and the State Repository (if any) in a timely manner not in excess of ten (10) Business Days after the occurrence of the Listed Event.
If the Dissemination Agent has been instructed in writing by the District to file notice of the occurrence of a Listed Event or is otherwise authorized by this Disclosure Agreement to file such notice, the Dissemination Agent shall immediately file notice of such Listed Event with each National Repository and the State Repository (if any). The notice shall be substantially in the form of Exhibit B to this Disclosure Agreement and shall be accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit C-1.
SECTION 6. Termination of Disclosure Agreement. This Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the 2026 Bonds.
SECTION 7. Dissemination Agent. The District has appointed Special District Services, Inc. as exclusive Dissemination Agent under this Disclosure Agreement. The District may, upon thirty days written notice to the Dissemination Agent and the Trustee, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of the Disclosure Dissemination Agent’s services as Disclosure Dissemination Agent, whether by notice of the District or the Disclosure Dissemination Agent, the District agrees to appoint a successor Dissemination Agent or, alternately, agrees to assume all responsibilities of Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the 2026 Bonds. Notwithstanding any replacement or appointment of a successor, the District shall remain liable, until payment in full, for any and all sums owed and payable to the Disclosure Dissemination Agent. The Dissemination Agent may resign at any time by providing thirty days’ prior written notice to the District. If at any time there is not any designated Dissemination Agent hereunder, the District shall be the Dissemination Agent.

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SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the District may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, acceptable to the District, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule.
In the event of any amendment or waiver of a provision of this Disclosure Agreement, the District shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change in accounting principles, on the presentation) of financial information or operating data being presented by the District. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under subsection 5(c); and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report, or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the District 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 District 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. Any additional information filed by the Dissemination Agent pursuant to this Section 9 with each National Repository and the State Repository (if any) shall be accompanied by the appropriate cover sheet as set forth in Exhibit C-2 or C-3, as applicable.
SECTION 10. Default. In the event of a failure of the District, the Disclosure Representative or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of the Participating Underwriter or the Owners of at least 25% aggregate principal amount of Outstanding 2026 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 District, the Disclosure Representative 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 District, the Disclosure Representative or the Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.

8

SECTION 11. Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent’s obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the District has provided such information to the Dissemination Agent as required by this Disclosure Agreement. The Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Dissemination Agent hall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the District and shall not be deemed to be acting in any fiduciary capacity for the District, the Holders of the 2026 Bonds or any other party. The Dissemination Agent shall have no responsibility for the District’s failure to report to the Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the District has complied with this Disclosure Agreement. The Dissemination Agent may conclusively rely upon certifications of the District at all times.
The obligations of the District under this Section 11 shall survive resignation or removal of the Dissemination Agent and defeasance, redemption or payment of the 2026 Bonds.
The Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the District.
All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB.
The District and the Disclosure Representative 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.
SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the District, the Disclosure Representative, the Dissemination Agent, the Trustee, the Participating Underwriter and Owners of the 2026 Bonds (the Dissemination Agent, the Trustee, the Participating Underwriter and Owners of the 2026 Bonds being hereby deemed express third party beneficiaries of this Agreement), and shall create no rights in any other person or entity.
SECTION 13. 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.
SECTION 14. District, Disclosure Representative and Trustee Cooperation. The District and the Disclosure Representative agree that the Dissemination Agent, in such capacity hereunder, may receive, upon request, from the District, the Disclosure Representative and the Trustee, on a

timely basis, any information or reports within their respective control which the Dissemination Agent requests in furtherance of the Dissemination Agent’s duties hereunder, including balances in the Funds and Accounts established under the Indenture and such other information as it deems necessary to review compliance by the other parties hereto with their respective obligations hereunder and the District directs the Trustee, at the expense of the District, to deliver such information as requested by the Dissemination Agent to such Dissemination Agent, provided that with respect to the Trustee such information is in the possession of the Trustee and readily available to it. In furtherance thereof, the District, through its Disclosure Representative, agrees to provide the Dissemination Agent with a certified copy of any tax roll provided to the County Tax Collector within promptly after its delivery to the County Tax Collector, but no later than September 30 of the current Fiscal Year, and the adopted budget for the upcoming Fiscal Year by September 30 of the current year. In addition, the District acknowledges and agrees that any modifications to assessment methodologies which affect the Assessments and any other payment source of the 2026 Bonds and any “true up” implementations regarding such Assessments shall be adopted by District resolution and that the District, through its Disclosure Representative, will provide the Dissemination Agent with notice of such resolution(s) within 30 days of adoption.
SECTION 15. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Florida and Federal law and venue shall be in any state or federal court having jurisdiction in St. Lucie County, Florida.
SECTION 16. Binding Effect. This Disclosure Agreement shall be binding upon each party and upon each successor and assignee of each party and shall inure to the benefit of, and be enforceable by, each party and each successor and assignee of each party.
IN WITNESS WHEREOF, the Dissemination Agent, the District, the Trustee and the Disclosure Representative have caused this Disclosure Agreement to be executed, on the date first written above, by their respective officers duly authorized.

[Signatures on Next Page]

SIGNATURE PAGE FOR CONTINUING DISCLOSURE AGREEMENT
(Southern Grove Community Development District No. 5)
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Agreement as of the date and year set forth above.
ATTEST	SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICT NO. 5

By:		 Name: 		Chair, Board of Supervisors
Title: 	

SPECIAL DISTRICT SERVICES, INC., as
Disclosure Dissemination Agent

By:	 Name: 	 Title: 	

SIGNATURE PAGE FOR CONTINUING DISCLOSURE AGREEMENT
(Southern Grove Community Development District No. 5)
Joined by Special District Services, Inc., as Disclosure Representative for purposes of Section 4, Section 10, Section 11, Section 12 and Section 14 only.
DISCLOSURE REPRESENTATIVE
Special District Services, Inc., District Manager

By:	 Name:	 Title:	

SIGNATURE PAGE FOR CONTINUING DISCLOSURE AGREEMENT
(Southern Grove Community Development District No. 5)
Joined by U.S. Bank Trust Company, National Association, as Trustee for purposes of Section 10, Section 12 and Section 14 only.
TRUSTEE:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

By:	 Name:	 Title:	

EXHIBIT A

NAME AND CUSIP NUMBERS OF BONDS
Name of Obligor:	Southern Grove Community Development District No. 5
Obligated Person:	Southern Grove Community Development District No. 5 Name of Bond Issue:	Southern Grove Community Development District No. 5
Special Assessment Bonds, Series 2026 (Community Infrastructure)
Date of Issuance:	May [	], 2026 Date of Limited Offering
Memorandum:	[	], 2026 CUSIP Numbers:

EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL DISCLOSURE REPORT
Name of Obligor:	Southern Grove Community Development District No. 5
Obligated Person:	Southern Grove Community Development District No. 5 Name of Bond Issue:	Southern Grove Community Development District No. 5
Special Assessment Bonds, Series 2026 (Community Infrastructure)
Date of Issuance:	May [	], 2026
NOTICE IS HEREBY GIVEN that the District has not provided an Annual Disclosure Report with respect to the above-named Bonds as required by the Disclosure Agreement between the District, Special District Services, Inc. as Dissemination Agent, and the other parties named therein. The District has notified the Dissemination Agent that it anticipates that the Annual Disclosure Report will be filed by 	.
Dated: 	
Special District Services, Inc., as Dissemination Agent, on behalf of the District

cc:	Obligor

EXHIBIT C-1
EVENT NOTICE COVER SHEET
This cover sheet and accompanying “event notice” will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D).

Issuer’s and/or Other Obligated Person’s Name:

Issuer’s Six-Digit CUSIP Number:

or Nine-Digit CUSIP Number(s) of the bonds to which this event notice relates:

Number of pages attached: 	
	 Description of Notice Events (Check One):

1. “Principal and interest payment delinquencies;” 2. “Non-Payment related defaults, if material;”
3. “Unscheduled draws on debt service reserves reflecting financial difficulties;” 4. “Unscheduled draws on credit enhancements reflecting financial difficulties;” 5. “Substitution of credit or liquidity providers, or their failure to perform;”
6.	“Adverse tax opinions, IRS notices or events affecting the tax status of the security;” 7.	“Modifications to rights of securities holders, if material;”
	“Bond calls, if material and tender offers;”
	“Defeasances;”
	“Release, substitution, or sale of property securing repayment of the securities, if material;”
	“Rating changes;”
	“Bankruptcy, insolvency, receivership or similar event of the obligated person;” 13.		“Merger, consolidation, or acquisition of the obligated person, if material;” and
	“Appointment of a successor or additional trustee, or the change of name of a trustee, if material.”
	“Occurrence of Event of Default under the indenture;”
	“Incurrence of a Financial Obligation of the obligated person;”
	“Default, event of acceleration, termination event, modification of terms, or other similar event under the terms of a Financial Obligation of the obligated person.”

	 Failure to provide annual financial information as required.

I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature:

Name: 	Title: 	

Date:	

EXHIBIT C-2
VOLUNTARY EVENT DISCLOSURE COVER SHEET
This cover sheet and accompanying “voluntary event disclosure” will be sent to the MSRB. Issuer’s and/or Other Obligated Person’s Name:

Issuer’s Six-Digit CUSIP Number:

or Nine-Digit CUSIP Number(s) of the bonds to which this notice relates:

Number of pages attached: 	
	 Description of Voluntary Event Disclosure (Check One):
	“amendment to continuing disclosure undertaking;”
	“change in obligated person;”
	“notice to investors pursuant to bond documents;”
	“certain communications from the Internal Revenue Service;”
	“secondary market purchases;”
	“bid for auction rate or other securities;”
	“capital or other financing plan;” 8.		“litigation/enforcement action;”
9.	“change of tender agent, remarketing agent, or other on-going party;” 10.	“derivative or other similar transaction;” and
11.	“other event-based disclosures.”

I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature:

Name: 	Title: 	

Date:	

EXHIBIT C-3
VOLUNTARY FINANCIAL DISCLOSURE COVER SHEET
This cover sheet and accompanying “voluntary financial disclosure” will be sent to the MSRB. Issuer’s and/or Other Obligated Person’s Name:

Issuer’s Six-Digit CUSIP Number:

or Nine-Digit CUSIP Number(s) of the bonds to which this notice relates:

Number of pages attached: 	

	 Description of Voluntary Financial Disclosure (Check One):
	“quarterly/monthly financial information;”
	“change in fiscal year/timing of annual disclosure;”
	“change in accounting standard;”
	“interim/additional financial information/operating data;” 5.		“budget;”
	“investment/debt/financial policy;”
	“information provided to rating agency, credit/liquidity provider or other third party;”
	“consultant reports;” and
	“other financial/operating data.”
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature:

Name: 	Title: 	

Date:	

#532090020_v3

Southern Grove Community Development Districts #1-10

Financial Report Fiscal Year 2025/2026
October 1, 2025 - February 28, 2026

FINANCIAL REPORT
SOUTHERN GROVE COMMUNITY DEVELOPMENT DISTRICTS #1-10 RECAP FISCAL YEAR 2025/2026
OCTOBER 1, 2025 - FEBRUARY 28, 2026

	FISCAL YEAR
2025/2026		FISCAL YEAR
10/01/25 - 2/28/26	
% Of			
	FINAL BUDGET		ACTUALS	Budget			
REVENUES										

ON-ROLL ASSESSMENTS - DEBT (Combined)		3,170,300		2,934,091		93%		
BOND PREPAYMENTS		0		6,731		0%		
ON-ROLL ASSESSMENTS - Administrative		751,622		713,013		95%		
ON-ROLL ASSESSMENTS - Maintenance		1,532,319		1,453,607		95%		
OTHER INCOME (Eng Rev, Interest, Application		150,000		151,424		101%		
STORMWATER		1,200,000		1,243,708		104%		

Total Revenues	$	6,804,241		$	6,502,574			96%		

EXPENDITURES - ADMIN								

ARBITRAGE FEE		6,500		0		0%		
AUDIT		60,000		0		0%		
DISSEMINATION AGENT		4,000		0		0%		
DISTRICT COUNSEL		60,000		19,568		33%		
MANAGEMENT		76,442		31,851		42%		
CONSULTING FEE		0		0		0%		
ASSESSMENT ROLL		6,000		0		0%		
TIF/SAD REBATE ANALYSIS		110,000		0		0%		
DUES, LICENSES & FEES		1,750		2,000		114%		
ENGINEERING		175,000		58,706		34%		
GENERAL INSURANCE		65,000		104,638		161%		
WEB SITE MAINTENANCE		7,500		3,125		42%		
LEGAL ADVERTISING		5,300		1,857		35%		
TRAVEL AND PER DIEM		600		106		18%		
OFFICE SUPPLIES		1,400		1,550		111%		
OFFICE RENT		22,000		60,784		276%		
POSTAGE & SHIPPING		1,000		4		0%		
COPIES		2,500		0		0%		
SUPERVISOR FEES		24,000		0		0%		
CONTINGENCY ADMIN		50,000		7,035		14%		
CONTINUING DISCLOSURE		0		0		0%		
TRUSTEE SERVICES		12,500		8,278		66%		
TOTAL ADMIN EXPENSES		691,492		299,500		43%		

EXPENDITURES - MAINT								

AQUATIC MAINTENANCE		100,000		0		0%		
BULDING MAINTENANCE		200,000		0		0%		
COMMUNITY AREA MAINTENANCE		177,000		53,436		30%		
TIM OPERATIONS		650,000		0		0%		
CONTINGENCY		180,100		0		0%		
DEVELOPMENT COORDINATOR		33,383		13,910		42%		
ELECTRIC		25,000		5,443		22%		
ENGINEERING - MAINT.		175,000		0		0%		
FIELD MANAGEMENT		177,250		32,188		18%		
FOUNTAIN MAINTENANCE & CHEMICALS		4,000		1,964		49%		
IRRIGATION PARTS & REPAIRS		20,000		2,727		14%		
IRRIGATION WATER		2,000		0		0%		
LANDSCAPE MAINTENANCE		331,000		178,814		54%		
SIDEWALK CLEANING AND REPAIR		30,000		33,776		113%		
SIGNAGE		10,000		0		0%		
STORMWATER MAINTENANCE		575,000		269,593		47%		
STREETLIGHT MAINTENANCE AND REPAIR		20,000		0		0%		
TREE/PLANT REPLACEMENT & TRIM		50,000		0		0%		
TOTAL MAINTENANCE EXPENSES		2,759,733		591,850		21%		

Total Expenditures	
$	
3,451,225	
$	
891,350		
26%		

								
EXCESS / (SHORTFALL)	$	3,353,016		$	5,611,224			167%		

PAYMENT TO TRUSTEE		
(2,916,676)		
(2,763,145)		
95%		
PREPAYMENTS TO TRUSTEE		-		(6,731)				
CAPITAL OUTLAY		-		-				

BALANCE	$	436,340		$	2,841,348					

COUNTY APPRAISER & TAX COLLECTOR FEE		(218,170)		(208,472)		96%		
DISCOUNTS FOR EARLY PAYMENTS		(218,170)		(199,857)		92%		

NET EXCESS / (SHORTFALL)	$	-		$	2,433,019				

3:00 PM	Southern Grove CDD 1
03/25/26	Balance Sheet
Accrual Basis	As of February 28, 2026

Feb 28, 26
ASSETS
Current Assets Checking/Savings
01-1000 · Valley National 1068	6,206,122.62	
01-1001 · Valley Bank-Special Bond Acct	2,227,637.83	
1072 · Bill.com Money Out Clearing	-14,277.51	
Total Checking/Savings	8,419,482.94	
Accounts Receivable
01-1200 · Accounts Receivable	
251,547.80	
Total Accounts Receivable	251,547.80	
Total Current Assets	8,671,030.74	
Other Assets
01-8122 · A/R St Lucie County Excess Fees	
-2,978.00	
Total Other Assets	-2,978.00	
TOTAL ASSETS	8,668,052.74	
LIABILITIES & EQUITY		
Liabilities
Current Liabilities Accounts Payable
01-2020 · Accounts Payable	191,990.62
Total Accounts Payable	191,990.62
Other Current Liabilities
01-2024	· Due To Other Gov Units-Fishkind	750.02	
01-2025	· Deposits - Engr Deposit	33,893.55	
01-2026	· Deferred Revenue - SAD/TIF	65,640.88	
01-2027	· Due to CDD2	79,683.04	
01-2028	· Due to CDD3	74,119.34	
01-2029	· Due to CDD4	154,314.14	
01-2030	· Due to CDD5	1,784,881.04	
01-2031	· Due to CDD6	84,689.73	
01-2032	· Due to CDD7	68,167.46	
01-2033	· Due to CDD8	61,621.67	
01-2034	· Due to CDD9	35,024.31	
01-2035	· Due to CDD10	62,571.93	
01-2051	· AP Other - Future Bonds	963,719.38	
Total Other Current Liabilities	3,469,076.49	
Total Current Liabilities	3,661,067.11	
Total Liabilities	3,661,067.11	
Equity
30000 · Opening Balance Equity	
206,446.32	
99-9999 · Retained Earnings	2,367,520.57	
Net Income	2,433,018.74	
Total Equity	5,006,985.63	
TOTAL LIABILITIES & EQUITY	8,668,052.74