Viera East Community Development District

Agenda July 25, 2019

A GENDA

Viera East
Community Development District

135 W. Central Blvd., Suite 320, Orlando, FL 32801
Phone: 407-841-5524- Fax: 407-839-1526

July 19, 2019

Board of Supervisors Viera East Community Development District

Dear Board Members:

The Board of Supervisors of the Viera East Community Development District will meet Thursday, [uly 25, 2019 at 6:00 p.m. in the Multi-Purpose Room, Faith Lutheran Church, 5550 Faith Drive, Viera, FL. Following is the advance agenda for the meeting:

Roll Call
Public Comment Period
Public Hearing
Presentation on Benefit Special Assessments and Series 2019 Recreation Bonds
Public Comment, Testimony & Discussion
Financing Matters
Consideration of Revised Supplemental Engineer's Report
Consideration of Resolution 2019-04 Equalizing Resolution
Consideration of Resolution 2019-05 Second Supplemental Bond Resolution
Supervisor's Requests
Adjournment

The second order of business of the Board of Supervisors meeting is the Public Comment Period where the public has an opportunity to be heard on propositions coming before the Board as reflected on the agenda, and any other items.

The third order of business is the Public Hearing. Section A is the presentation on Benefit Special Assessments and Series 2019 Recreation Bonds. A copy of the presentation will be provided separately. Section B is public comment, testimony and discussion. Public comment will be taken during this time.

The fourth order of business is financing matters. Section A is consideration of revised Supplemental Engineer's Report. A copy of the report is enclosed for your review. Section Bis consideration of Resolution 2019-04 Equalizing Resolution. A copy of the resolution is enclosed for your review. Section C is consideration of Resolution 2019-05 Second Supplemental Bond Resolution, a copy of the resolution is enclosed for your review.

The balance of the agenda will be discussed at the meeting. In the meantime, if you have any questions, please contact me.

9

Sincerely,

Jason Showe District Manager

Cc:		Brian Jones, District Counsel Rey Malave, District Engineer Tim Melloh, General Manager

S ECTION Ill

S ECTION A

This item will be provided unde r sepa rat e cover

S ECTION IV

S ECTION A

I Dewberry·

Viera East Community Development District
Engineering Report for Recreational Facilities Phase 2

Revised July 25, 2019
May 22, 2019

SUBMITTED BY:
Dewberry Engineers Inc.
800 North Magnoila Avenue , Suite 1000 Orlando, Florida 32803
407.843.5120

TABLE OF CONTENTS

Introduction	3
General	3
Infrastructure	3
Prior Projects	4
Land Use Concept	4
Existing Recreational Facilities	4
General Concept	4
Golf Course	5
Clubhouse	5
Cart Storage	5
Maintenance Building	5
Golf Course Shelters	5
Community Parks	s
Woodside Park	5
Trail/Bike Path System	6
Conservation Easement Areas	6
Proposed Recreation Facilities	6
Description	6
Golf Course Facilities	6
Clubhouse	7
Other Recreational Facilities.............................................................................7.....
Woodside Park	7
Sidewalk Facilities	7
Picnic Pavilion	7
Opinion of Probable Costs	7
Engineer's Certification	8
Table A Estimate Cost of Construction	9
Table B Permitting Agencies	10
List of Exhibits
Regional Location Map	Exhibit A
Regional Location Exhibit	Exhibit B
Local Aerial Map	Exhibit C
Land Use Map	Exhibit D
COMPANY CONFIDENTL<\L AND PROPRIETARY: Use or disclosure of dala conlained on this sheelis subject to restncUon on the tiHe page oflhis proposal.
I  Dewberry-	I Viera East Community Development District  I July 25, 2019 Revised! 1

Recreational Facilities	Exhibit E
Golf Course	Exhibit F
Clubhouse Aerial.	Exhibit G
Clubhouse Proposed Plan	Exhibit H
Recreational Facilities	Exhibit I
Recreational Lake Aerial	Exhibit J
Woodside Park Aerial	Exhibit K

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data contained on lhissheet is subject to restrictionon the liUe page of this proposal.

e o ew b er ry	I  Viera East Community  Development  District   I  July 25, 2019  Revised! 2

Viera East
Community Development District

INTRODUCTION
This Engineer's Report has been prepared by Dewberry Engineers Inc., District Engineer, for the Viera East Community Development District (CDD) (herein called the "District"). This Engineer's Report supplements the District Engineer's Master Report dated July 1992 and approved by the District's Board of Supervisors (the "Board"). This report has been prepared at the direction of the Board to update the status of the project as well as  describe the  additional improvements for the 2019 project as shown on the Local Aerial Map (Exhibit "C") for the Veira East CDD property.

It is noted the project is divided into various recreational facilities known as Phase 2, which are shown on the Recreational Facilities Map (Exhibit "E"). The District has updated the list of the District's proposed capital improvements, as well as, provide refined probable construction cost estimates and the breakdown of those costs consistent with the District's construction p·roject list.

GENERAL
The District is a local unit of special purpose government organized and existing as  a community development  district of the State of Florida created in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"). It was created effective April 16, 1991, by the Florida Land and Water Adjudicatory Commission upon the petition of The Viera Company (the "Developer").

The District encompasses approximately 2,825 acres of land located in Brevard County (the "County"), of which approximately 260 acresofland are within the boundaries of the City of Rockledge (the "City"). The land comprising the District is part of a larger "new town" development called Viera (the "Development"). The Development is located in the geographic center of Brevard County and is bisected by I-95 with approximately 8 miles of interstate frontage.

The initial phase for the Development included the 2,825 acres within the District, which is called "Viera East." Viera East is located east of I-95 and north of Wickham Road. The County and the City issued DRI Development Orders in November 1990. All 2,825 acres ofland within the District is included in these DRI Development Orders.

The Development within the District contains approximately 4,204 residential units and approximately 204.3 acres for commercial use. Substantially all of the residential property in the District has been completed and sold.

The District's recreation facilities are comprised of an 18-hole championship golf course, pavilion for social gatherings, fully equipped playground, bike trails, parks, and sidewalks.

INFRASTRUCTURE

The District has made certain improvements to its water management system and roadways. The  improvements included the construction of water management facilities, water distribution, sanitary sewer collection systems,

stormwater management systems, and drainage collection systems throughout the community.

PRIOR PROJECTS

In 1992, the District approved the Master Plan for Recreational Facilities (the "Master Engineer's Report") and authorized the issuance of Special Benefit Assessment Bonds not to exceed $15,000,000 for the purpose of finance the Capital Improvement Plan (CIP) outlined in the Master Engineer's Report and the Engineering Report Recreational Facilities for Phase 1, dated July 28, 1992, (the "Phase 1 Report"), and collectively (the "Engineer's Report"). On August 1, 1992, the District issued $7,730,000 to financing the Phase 1 Improvements as more specifically defined in the Phase 1 Report. In 1996 and again in 2012, the original bonds were refunded for a lower interest rate and economic savings. On April 24, 2019, the District approved the Phase 2 CIP totaling $9,022,585 and authorized the District Engineer to prepare a report describing the Phase 2 CIP for the Recreation Facilities, this report, (the "Phase 2 Report").

LAND USE CONCEPT

Viera East was envisioned to be primarily a residential community with recreational amenities, retail shopping, personal services and office/business employment to support the primary residential land use. The land use plan is shown on Exhibit D, Land Use Map.

The community core area, characterized by a concentration of commercial facilities and multi-family residences at the upper density ranges, is planned near the center of the community, at the intersection of Viera Boulevard and Murrell Road. There is a secondary commercial center in the southern portion of the development, north of Wickham Road and east of Murrell Road. These two commercial centers are located approximately two miles apart and are served by major east-west thoroughfares interchanging with 1-95.

Churches, schools, parks, lakes, wetland preserve areas and conservation areas have been developed throughout the community. They create a convenient and an attractive living environment for the numerous and varied residential neighborhoods comprising Viera East.

Recreational trails coursing through open space areas and along major thoroughfares enable residents to reach shopping, employment, schools and recreational facilities with a high degree of convenience and safety.
EXISTING RECREATIONAL FACILITIES

GENERAL CONCEPT
The recreational facilities in Phase I of the approved Master Plan consist of a public golf course, public parks, conservation areas and a network of recreational trails/bike paths. They are presented on Exhibit E, Recreational Facilities. These facilities, along with lakes and preserved wetlands, provide a diverse array of amenities that enhance the appearance and livability of the community. Open space areas provide separation between developments of contrasting character and provide excellent views from the major thoroughfares and collector roads within the community.

The recreational facilities in Phase I have been constructed over a period of years and meet the needs of the community. These facilities were constructed by the District on lands dedicated to the District. The District currently operates and maintains the facilities.

GOLF COURSE
The existing 18-hole public golf course meanders through single-family and multi-family residential areas of the development in the northwest portion of the community. The golf course layout is depicted on Exhibit F.

The golf course is irrigated with reuse water and a back-up system of wells.

Given the physi characteristics of the site, the course includes wetland preserve areas and man-made water bodies. By the inclusion of such elements, a pleasing visual character is achieved, thereby enhancing the entire development.

The major support structures required for the golf course complex include the following:

CLUBHOUSE
This facility consists of a pro-shop, kitchen, restaurant, snack bar, and meeting facilities.

The architectural character of the structure is reflective of the Viera East community and the overall site development. The facility has ample landscaped parking, compatible signage, and an entrance drive. The site  plan is shown on Exhibit G.

CART STORAGE
The existing cart storage facility provides shelter for staff and for golf cart parking for up to 84 carts, a work bay, wash area, and supply storage room that support the golf activities. It is located so as to provide operational efficiency and designed to harmonize with the other structures.

MAINTENANCE BUILDING
The golf course maintenance building is designed and is located centrally to meet normal and customary requirements for efficient maintenance activities. The facility has restrooms/showers, equipment/supply storage, soil bins and equipment parking as well as staff office space. This facility is shared by the District staff who maintains and operates the water management system.

GOLF COURSE SHELTERS
Several golf course shelters are located as free-standing structures throughout the course. One shelter includes restrooms for golfers, a drinking fountain and a supply storage room.

COMMUNITY PARKS
As part of the community park system, Tract DD Park and facilities have been constructed as part of the recreational facilities in Phase 1.

The parks are an integration of the preserved areas and various water bodies. These areas visually expand the boundaries of the parks and provide buffering for adjacent uses.

Woodside Park
The park site in Tract GG, comprising of approximately 5.6 acres is an active use park with a large field and walkway as depicted on Exhibit L. Passive recreational uses are accommodated with a shelter.

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of data conlained on this sheet is subject to restriction on lhetitle page of this proposal.
I D ew b erry	I  Viera East Community  Development District  I  July 25, 2019 RevisedI 5

TRAIUBIKE PATH SYSTEM
DESCRIPTION
The master trail system stretches over 11 miles throughout the District. It links the various development areas together. The trail serves the dual purposes of providing opportunities for recreational pursuits of jogging, walking and cycling as well as providing a means of access for employment and shopping by pedestrians and cyclists.

The trail system is located so as to link major destinations such as shopping, office, institutional, recreational and residential areas. The alignment also incorporates many of the preserve areas and lakes giving a park-like setting to much of the trail.

The trail consists of an 8-foot wide path located within a vegetated corridor.

CONSERVATION EASEMENT AREAS

DESCRIPTION
The District has conservation easements over approximately 298 acres within its jurisdiction.

PROPOSED RECREATIONAL FACILITIES

DESCRIPTION
Under the Series 2019 Bonds, the Viera East CDD intends to provide various projects under the capital improvements for recreational facilities for Phase 2 within the community. The capital improvements for the recreational facilities for Phase 2 that are addressed by this engineer's report include: (1) renewal and replacement of CDD facilities within the CDD that will serve the development throughout the District and provide better service to the properties within the District; (2) the additional recreational facilities elements planned to include the golf course, clubhouse , and other recreational facilities, common area landscaping and irrigation; and (3) the costs for engineering design and inspection of these elements have been included along with the anticipated costs for professional service fees and permitting fees and financing costs related to the issuance of the proposed bonds ("Series 2019 Project").

These proposed projects are a direct and special benefit to the property within the District.

GOLF COURSE FACILITIES
The golf course facilities as part of the project will provide improvements to the grounds and equipment used for the operation and care of the facilities. The proposed project will include installation of a new reuse water irrigation system for the golf holes and consisting of pipe systems, spray heads, controllers, and a master control system. The golf course will be improved with renovations to bunkers with the installation of liners at various locations. Bulkheads along the many lakes within the golf course will be replaced and improved. The tee boxes for the various golf holes will be renovated. The cart path system throughout the course will be extended and replaced. The fairways and green areas will also be replaced and improved.

The golf course maintenance building and long-term needed facilities will be renovated.

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t  Dewberry·	I  Viera East Community Development  District   I  July 25, 2019 Revised I  6

The driving range tee system will be renovated by enlarging the area and leveling said area.

The golf course renovations will augment the extensive shorelines of the Master Lake System along the course providing for areas that have been eroded.

Various golf course greens will be renovated such as the Hole Number 7 green that will be rebuilt, drainage improvements provided to Hole Number 6 with improvements to the rough areas in the course.

The existing canal bank along the course will be regraded and grassed.

A water fountain/aerator for Hole Number 9 and Hole Number 18 will be added.

Along the golf course, the drinking water fountain and ice machine stations will be renovated and replaced at Hole Number 6 and Hole Number 13.

As part of the irrigation system improvements, a new pump station filter system will be renovated and replaced.

Other miscellaneous costs for the golf course are anticipated due to lost revenue due to construction,  which  will be provided as part of the services for said facilities.

CLUBHOUSE
The existing clubhouse will be expanded as part of the Series 2019 project. The clubhouse will be renovated to include the current uses established within the building. The expansions include new kitchen equipment, additional dining areas, meeting rooms, office space, and storage areas.

OTHER RECREATIONAL FACILITIES
Woodside Park
Restroom facilities will be refurbished in Woodside Park, in addition to a dog park and kids' playground equipment.

Sidewalk Facilities
A sidewalk enhancement program will be completed within the community. This program will include renewal and replacement of the sidewalks as needed.

Picnic Pavilion
Additional picnic pavilions will be added to the recreational facilities and parks to enhance the use of said facilities.

The estimated construction costs of the Series 2019 Project as well as the list of the proposed improvements are provided in Table A.

OPINION OF PROBABLE CONSTRUCTION COSTS
Table A represents a summary of the costs for the District's Proposed Series 2019 Project including the golf course, clubhouse, and other recreational facilities.

COMPANY CONFIDENTIAL AND PROPRIETAR:YUse or disclosure of dala contained on lhis sheel is subjecl lo reslriclion on lhe title page of lhls proposal.
I D ew b er r y·	I Viera East Community Development District I July 25, 2019 RevisedI 7

The costs in Table A are derived from estimates of expected quantities of infrastructure multiplied by unit costs typical in the area of the District. Included within these costs are technical services consisting of planning, land surveying, engineering, environmental permitting, and soils and material testing related to such infrastructure. These services are necessary for the design, permitting, and construction management of the infrastructure improvements. The costs are exclusive of legal, administra tive, financing, operations or maintenance services necessary to finance, construct, and operate the infrastructure improvements proposed by the District. The engineer has considered and in certain instances relied upon opinions, information, and documentation prepared or supplied by others, which may have included public officials, public entities, engineering professionals, and contractors.
ENGINEER'S CERTIFICATION
It is our opinion that the proposed improvements provide special benefit to the property within the District and that the estimated construction costs are fair and reasonable. It is also our opinion that the "2019 Project" includes assessable improvements within the meaning of Chapter 190, F.S. We have no reason to believe that the project cannot be constructed at the cost described in this report. We believe that the District will be well served by the improvements discussed in this report.

In addition, the District determined the apportionment of the benefit derived from the CIP outlined in the Master Engineer's Report through the adoption of the RULES OF THE VIERA EAST COMMUNITY DEVELOPMENT DISTRICT, CHAPTER II, RECREATION FEE, (the "Rule") approved following a public hearing on September 28, 1992, wherein a residential unit would benefit based upon 1 assessable unit per lot and a non-residential unit would benefit based upon 4 assessable units per acre. This special benefit is confirmed in this report.

I hereby certify that the foregoing is a true and correct copy of the supplemental engineer's report for the Viera East Community Development District.

Reinardo Malave, P.E.
Florida Registration No. 31588

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of dala contained onlhis sheet subjecl to restriction on lhe tille page of lhis proposal.
I  Dewbe rry	I Viera East Community Development District  I July 25, 2019 Revised[  8

Capital Project - 2019 Series Estimated Construction Costs Table A
GOLF COURSE		
New Irrigation System	$2,080,000	
Bunker Renovation & Liners	$1,100,000	
Bulkhead replacement	$375,000	
Tee Box Renovation	$250,000	
Cart path extensions - repairs	$175,000	
Re-grass fairways and slopes	$150,000	
Maintenance Building repairs	$40,000	
Driving Range Tee - Level and enlarge	$35,000	
Golf Course Lake - Bank Augmentation	$275,000	
Rebuild #7 Green	$65,000	
Drainage #6 Left Rough	$30,000	
#11 Canal side - Rough regrade and grass	$25,000	
Fountain Aerators for #18 & #9	$27,500	
Drinking Water/Ice Stations #6 & #13	$32,000	
Irrigation Pump Station - Filter	$35,000	
Culvert Repair - #7 (2) - Butterfly Valve Irr. Pond	$37,500	
SUBTOTAL	$4,732,000	
		
CLUBHOUSE		
Clubhouse Renovation	$2,900,000	
SUBTOTAL	$2,900,000	
		
OTHER RECREATIONAL FACILITIES		
Woodside Park Restroom Building	$25,000	
Dog Park - Woodside Park	$55,000	
Woodside Park Playground Equipment	$45,000	
Sidewalk repair arid replacement	$75,000	
Picnic pavilions	$95,000	
SUBTOTAL	$295,000	
		
OTHER COSTS		
Maintenance Equipment	$395,000	
Lost Revenue - from renovation	$287,395	
Irrigation Pump Station Lease	$163,190	
SUBTOTAL	$845,585	
Contingency	$250,000	
GRAND TOTAL	$9,022,585	

COMPANY CONFIDENTIAL AND PROPRIETARY: Use or disclosure of dala conlained on l s sheel is subject lo resrtiction on the tille page of this proposal.
I D e w b er ry	I Viera East Community Development District I July 25, 2019 Revi&edl 9

Table B
Permits Required and Permit Status

Permitting Agency	Status of Permit	
Brevard County Building Department - Clubhouse	To be obtained	
Brevard County Public Works & Engineering Approval	To be obtained	
St. Johns River Water Management District- Environmental Resource Permit	To be obtained	

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I  Dewberry	I Viera East Community Development District I July 25, 2019 RevisedI 10

	LEGEND
1 VIERA EAST
--	COMMUNITY DEVELOPMENT
DISTRICT	

GJ	
ci
Roekle•	Memtt isl	d	Oocoa!Beach
UJ
1/)
ii:
1/)	lA
BARNES BLVD.

EXIT 195

BANANA	ATLANTIC
RIVER	OCEAN

Al A

J-Jatri k AJ

N. WICKHAM RD.
EXIT 191

SauU'l Patrick
ores

EXIT 188	...
Satt lllt- Beach
@)

It	D ewberr y•	VIERA EAST CDD	+N	0'	5000'	10000'
EXHIBIT A	REGIONAL LOCATION MAP	

LEGEND
j VIERA EAST
--	COMMUNITY DEVELOPMENT DISTRICT

ci
ID
w

Cl)

u::
Cl)

EXIT 195

BARNES BLVD.

r

ATLANTIC OCEAN

N. WICKHAM RD.

EXIT 188

(404)

9 Dewberry•

VIERA EAST CDD

+N	0'	3000'	6000'

LEGEND
c:=l VIERA EAST
COMMUNITY DEVELOPMENT DISTRICT

8	D ewberr y•

VIERA EAST CDD

+N	0'	1500'	3000'

LEGEND
c:::J VIERA EAST
COMMUNITY DEVELOPMENT DISTRICT

I	Dewberry·

VIERA EAST CDD

+

N	0'	1500'	3000'

LEGEND
c:::::J VIERA EAST
COMMUNITY DEVELOPMENT DISTRICT

RECREATIONAL LAKE WOODSIDE PARK
VIERA EAST GOLF CLUB

VIERA EAST CDD
RECREATIONAL FACILITIES

N	0'	1500'	3000'

 	+	

Exhibit F

LEGEND
----• VIERA EAST
COMMUNITY DEVELOPMENT DISTRICT

9 Dewberry·

VIERA EAST CDD

+

VIERA EAST GOLF COURSE

N	0'	400'	800'

Exhibit G

VIERA EAST GOLF CLUB

It Dewberr y•

VIERA EAST CDD
VIERA EAST GOLF COURSE CLUBHOUSE AERIAL

+N	0'	50'	100'

Exhibit H

VIERA EAST CDD

8

+

VIERA EAST GOLF COURSE
Dewberry•	CLUBHOUSE PROPOSED PLAN

N	0'	50'	100'

Exhibit I

LEGEND
C::JVIERA EAST
COMMUNITY DEVELOPMENT DISTRICT

FACILITIES LEGEND:
RECREATIONAL LAKE WOODSIDE PARK

flt D ewberr y•

VIERA EAST CDD

+ .

RECREATIONAL FACILITIES

N	0'	1500'	3000'

Exhibit J

IJ

VIERA EAST CDD
D ew b er r y0	RECREATIONAL LAKE AERIAL

Exhibit K

WOODSIDE PARK

+

VIERA EAST CDD
WOODSIDE PARK AERIAL

N	0'	50'	100'

S ECTION 8

RESOLUTION NO. 2019-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE VIERA EAST COMMUNITY DEVELOPMENT DISTRICT APPROVING AND AUTHORIZING CERTAIN RECREATIONAL AND OTHER PUBLIC IMPROVEMENTS; SETTING FORTH THE TOTAL ESTIMATED COSTS OF THE RECREATIONAL AND OTHER PUBLIC IMPROVEMENTS; EQUALIZING, APPROVING, CONFIRMING, AND LEVYING BENEFIT SPECIAL ASSESSMENTS ON PROPERTY SPECIALLY BENEFITED BY SUCH RECREATIONAL AND OTHER PUBLIC IMPROVEMENTS TO PAY THE COST THEREOF; PROVIDING A METHOD FOR ALLOCATING THE TOTAL ASSESSMENTS AMONG THE SPECIALLY BENEFITED PROPERTIES WITillN THE DISTRICT; PROVIDING FOR THE METHOD OF COLLECTION AND THE PAYMENT OF BENEFIT SPECIAL ASSESSMENTS; CONFIRMING THE DISTRICT'S INTENTION TO ISSUE SPECIAL REVENUE ASSESSMENT BONDS; MAKING PROVISIONS FOR TRANSFERS OF REAL PROPERTY TO A UNIT OF GOVERNMENT; PROVIDING FOR THE RECORDING OF A NOTICE OF ASSESSMENTS; AND PROVIDING FOR SEVERABILITY, CONFLICTS AND AN EFFECTIVE DATE.

RECITALS

WHEREAS, the Viera East Community Development District (the "District") previously indicated its intention to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate and/or maintain certain recreational and other public improvements (the "Improvements") described in the District's Master Plan for Recreational Facilities prepared by Gee & Jenson, Engineers, Architects and Planners, Inc. as adopted by the Board on March 24, 1992 (the "Master Recreation Plan"), as updated and supplemented by the Engineering Report for Recreational Facilities Phase 2 prepared by Dewberry Engineers Inc. dated May 22, 2019 (which Engineering Report as revised and dated July 25, 2019 is herein referred to as the "2019 Engineer's Report" and together with the Master Recreation Plan, collectively the "Plans"), and to finance and defray the costs of such Improvements through the issuance of bonds, which bonds would be repaid by the imposition and levy of benefit special assessments on specially benefitted property within the District; and

WHEREAS, the District's Board of Supervisors (the "Board") duly noticed and conducted a public hearing on the date hereof pursuant to Chapters 190 and  197,  Florida Statutes, relating to the imposition, levy, collection and enforcement of such benefit special assessments.

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

SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapters 190 and 197, Florida Statutes.

SECTION 2. FINDINGS. The Board hereby finds and determines as follows:
The District is a local unit of special-purpose government organized and existing under and pursuant to Chapter 190, Florida Statutes, as amended.
The District is authorized by and under Chapter 190, Florida Statutes, to fund, finance, undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate and maintain the Improvements and other public infrastructure and services necessitated by development within the District, growth of the District and to serve the lands within the District.
The District is authorized by Chapter 190, Florida Statutes, to levy benefit special assessments to pay all, or any part of, the cost of community development improvements and services such as the Improvements and to issue revenue bonds payable from benefit special assessments as provided in Chapter 190, Florida Statutes.

It is necessary and desirable for the public health, safety and welfare, and in the best interest of the District, that: (1) the District undertake the Improvements, the nature and location of which are described in Resolution 2019-02 and more specifically described in the Plans, (2) the cost of the Improvements be assessed against the lands specially benefited by the Improvements, and (3) the District issue special revenue assessment bonds to provide funds for such purpose pending the receipt of such benefit special assessments.

The undertaking of the Improvements, the levying of such benefit special assessments and the sale and issuance of such special revenue assessment bonds serves a proper, essential, and valid public purpose and is in the best interest of the District, its landowners and residents.
In order to provide funds with which to pay the cost of the Improvements which are to be assessed against the specially benefited properties, pending the collection of such benefit special assessments, it is necessary for the District to sell and issue its special revenue assessment bonds, in one or more series in tax-exempt and/or taxable form (the "Bonds").

By Resolution 2019-02, the Board determined to undertake the Improvements and to defray the cost thereof by imposing and levying benefit special assessments on specially benefited property and to issue bonds to provide all or a portion of the funds needed for the costs of the Improvements prior to the collection of such benefit special assessments. Resolution No. 2019-02 was adopted in compliance with the requirements of Chapter 190, Florida Statutes.

As directed by Resolution 2019-02, Resolution No. 2019-02 was published as required by Chapters 190 and 197, Florida Statutes, and a copy of the publisher's affidavit of publication is on file with the Secretary of the Board.

A preliminary assessment chart has been approved and filed with the Board.
G) In connection with the preparation and  approval  of the preliminary  assessment chart, the Board adopted Resolution No. 2019-03 (1) fixing the time and place of a  public hearing at which owners of the property to be assessed and other persons interested therein may appear before the Board and be heard as to (i) the propriety and advisability of making the

Improvements, (ii) the cost thereof, (iii) the manner of payment therefor, and (iv) the amount thereof to be assessed against each specially benefited property and (2) providing for publication of notice of such public hearing and individual mailed notice to the owners of all property to be assessed in accordance with Chapters 190 and 197, Florida Statutes.
Notice of such public hearing has been given by publication and by mail as required by Chapters 190 and 197, Florida Statutes, and affidavits as to such publication and mailing are on file in the office of the Secretary of the Board.
On July 25, 2019, at the time and place specified in Resolution No. 2019-03 and notice referred to in paragraph (k) above, the Board met as an Equalization Board, conducted such public hearing and heard and considered all comments, complaints and testimony as to the matters described in paragraph G) above, and based thereon, the Board has made such modifications in the preliminary assessment chart as it deems necessary, just and right and in the best interest of the District.
Having considered the estimated costs of the Improvements, estimates of financing costs, and all comments, complaints, testimony and evidence presented at such public hearing, the Board further finds and determines:
that the estimated costs of the Improvements are as specified in the 2019 Engineer's Report (attached as Exhibit A hereto and incorporated herein by this reference) and that the amount of such costs is reasonable and proper; and
it is reasonable, proper, just and right to assess the cost of the Improvements against the properties within the District specially benefited  thereby using the method determined by the Board set forth in the Master Assessment Methodology for the 2019 Recreation Bonds dated May 22, 2019 (the "Assessment Report," attached as Exhibit B hereto and incorporated herein  by this reference), which results in the benefit special assessments indicated in the assessment chart attached thereto, as such assessment chart may be adjusted as provided in Section 5 herein (the "Benefit Special Assessments"); and
it is hereby declared that the Improvements will constitute a special  benefit to all real property within the District and that the benefit, in the case of each such real property, will be equal to or in excess of the Benefit Special Assessments thereon; and
it is in the best interest of the District that the Benefit Special Assessments be paid and collected as herein provided.

SECTION 3. AUTHORIZATION	OF  IMPROVEMENTS.	The Improvements
initially described in Resolution No. 2019-02, and more specifically identified and described in the Plans, are hereby authorized and approved and the proper officers, employees and/or agents of the District are hereby authorized and directed to take such further action as may be necessary or desirable to cause the same to be constructed following the issuance of the Bonds referred to herein.
SECTION 4. ESTIMATED COST OF IMPROVEMENTS. The total estimated costs of the Improvements, and the costs to be paid by the Benefit Special Assessments on all specially benefited property is set forth in Exhibit A and Exhibit B, respectively, hereto.

SECTION 5. EQUALIZATION, APPROVAL, CONFIRMATION AND LEVY OF
BENEFIT SPECIAL ASSESSMENTS. The Benefit Special Assessments on the property specially benefited by the Improvements, as specified in the assessment chart contained in the Assessment Report attached hereto as Exhibit B, are hereby equalized, approved, confirmed and levied. Immediately following the adoption of this Resolution, the Benefit Special Assessments as reflected in the Assessment Report shall be recorded by the Secretary of the Board of the District in a special book, to be known as the "Improvement Lien Book." The Benefit Special Assessments and the interest, costs and penalties thereon, as hereafter provided, shall  be and shall remain a legal, valid and binding first lien on each specially benefited property until paid and such lien shall be coequal with the lien of all state, county, municipal, district and other governmental taxes and assessments and superior in dignity to all other liens, titles, and claims. The District may make adjustments to the Benefit Special Assessments as may be necessary in the best interests of the District as determined by the Board by subsequent resolution consistent with the requirements of law. In the event the issuance of the Bonds, including refunding bonds, by the District would result in a decrease in the amount of the Benefit Special Assessments, then the District shall by subsequent resolution at a publicly noticed meeting, without the need for further public hearing, evidence and approve such a decrease and amend the assessment chart as shown in the Improvement Lien Book to reflect such a decrease.

SECTION 6.  FINALIZATION  OF  BENEFIT SPECIAL ASSESSMENTS.	When
all of the Improvements have been constructed, installed and/or acquired to the satisfaction of the Board, the Board shall adopt a resolution accepting the same and determining the actual costs incurred (including financing costs) by the District. In the event that the actual costs to the District for the Improvements is less than the amount assessed therefor, the District shall credit to each Benefit Special Assessment the proportionate difference, if any, between the  Benefit Special Assessment as hereby made, approved and confirmed and the actual costs incurred  by the District in completing the Improvements. In making such credits, no credit shall be given for bond financing costs, capitalized or funded interest, funded reserves or bond discounts. Such credits, if any, shall be entered in the Improvement Lien Book. Once the final amount of Benefit Special Assessments for all of the Improvements has been determined, the term "Benefit Special Assessments" shall, with respect to each specially benefited property, mean the sum of the costs of the Improvements.

SECTION  7.	METHOD OF COLLECTION AND PAYMENT OF BENEFIT SPECIAL ASSESSMENTS.
Subject to that certain Second Supplemental Resolution to the General Special Revenue Assessment Bond Resolution adopted by the Board on July 25, 2019, and the final pricing of the Bonds, the Benefit Special Assessments will, after November 1, 2022 (which will conclude the anticipated period for any capitalized interest or funded interest on the Bonds), be payable in annual installments of principal and interest over a period of 16 years, with interest applied at the coupon rate of the Bonds, such interest to be calculated on the basis of a 360 day year consisting of 12 months of thirty days each, plus the District's costs of collection and any assumed discounts for early payment. Upon payment of all of the principal and interest on the Bonds secured by the Benefit Special Assessments, the Benefit Special Assessments theretofore securing the Bonds shall no longer be levied by the District.

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

For each year the District uses the Uniform Method, the District is authorized to enter into an agreement with the Tax Collector of Brevard County who may notify each landowner within the District of its annual amount of the Benefit Special Assessments, including interest thereon, in the manner provided in Section 197.3635, Florida Statutes.
SECTION   8.	CONFIRMING	INTENT	TO   ISSUE	SPECIAL	REVENUE
ASSESSMENT BONDS. The Board hereby confirms and reaffirms its intention for the District to issue special revenue assessment bonds, in one or more series in tax-exempt and/or taxable form, to provide all or a portion of the funds to pay the costs of the Improvements which  are to be assessed against the specially benefited properties within the District.

SECTION 9. GOVERNMENT PROPERTY; TRANSFERS OF PROPERTY TO
UNITS OF LOCAL, STATE, OR FEDERAL GOVERNMENT. Property owned by units of local, state, or federal government shall not be subject to the Benefit Special  Assessments without specific consent thereto. In addition, property owned by a property owners association or homeowners association that is exempt from special assessments under Florida law shall not be subject to the Benefit Special Assessments. If at any time, any real property on which Benefit Special Assessments are imposed by this Resolution is sold or otherwise transferred to a unit of local, state, or federal government (without consent of such governmental unit to the imposition of the Benefit Special Assessments thereon), all future unpaid Benefit Special Assessments (based upon the principal amount of the Bonds outstanding at such time as allocated per the Assessment Report) for such tax parcel, or portion thereof to be so transferred if being assessed based on acreage, shall become due and payable immediately prior to such transfer without any further action of the District.
SECTION 10. NOTICE OF ASSESSMENTS. The District's Secretary is hereby directed to record a general Notice of Assessments in the Official Records of Brevard County, Florida.
SECTION 11. SEVERABILITY.  If  any section or part of a section of this Resolution be declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this Resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this Resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.
SECTION 12. CONFLICTS. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed.

SECTION 13. EFFECTIVE DATE. This Resolution 2019-04 shall become effective upon its adoption.

PASSED AND ADOPTED THIS 25th DAY OF JULY, 2019.

VIERA EAST COMMUNITY DEVELOPMENT DISTRICT

CHAIRMAN

ATTEST:

ASSISTANT SECRETARY

EXHIBIT A

2019 ENGINEER'S REPORT

EXHIBIT B

ASSESSMENT REPORT

SECTION C

RESOLUTION NO. 2019-05

SECOND SUPPLEMENTAL RESOLUTION TO THE GENERAL SPECIAL REVENUE ASSESSMENT BOND RESOLUTION ("GENERAL RESOLUTION") OF THE BOARD OF SUPERVISORS OF VIERA EAST COMMUNITY DEVELOPMENT DISTRICT, IN BREVARD COUNTY, FLORIDA, AUTHORIZING THE ISSUANCE AND SALE OF ITS SPECIAL REVENUE ASSESSMENT BONDS, SERIES 2019A (TAX-EXEMPT) (THE "SERIES 2019A BONDS") AND SPECIAL REVENUE ASSESSMENT BONDS, SERIES 2019B
{TAXABLE) {THE "SERIES 2019B BONDS") IN AN AGGREGATE PRINCIPAL  AMOUNT  NOT  TO EXCEED $11,270,000 (COLLECTIVELY, THE "SERIES 2019 BONDS") FOR THE PURPOSE OF FINANCING A SERIES 2019 PROJECT; APPROVING THE NEGOTIATED SALE OF THE SERIES 2019 BONDS THROUGH A PUBLIC UNDERWRITING OR PRIVATE PLACEMENT; APPROVING THE FORM AND AUTHORIZING THE  EXECUTION  AND  DELIVERY OF A PURCHASE AGREEMENT SUBJECT TO CERTAIN CONDITIONS; APPROVING THE USE OF A PRELIMINARY		OFFICIAL	STATEMENT; APPROVING	AND	AUTHORIZING	ITS DISTRIBUTION AND USE IN CONNECTION  WITH THE OFFERING FOR SALE OF THE SERIES 2019 BONDS; AUTHORIZING  EXECUTION  AND DELIVERY OF A FINAL OFFICIAL STATEMENT; APPROVING THE FORM OF CONTINUING DISCLOSURE CERTIFICATE; DESIGNATING THE SERIES 2019A BONDS AS "QUALIFIED TAX-EXEMPT OBLIGATIONS" WITHIN  THE  MEANING  OF SECTION 265(B)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; DELEGATING AUTHORITY TO THE CHAIRMAN WHETHER TO UTILIZE MUNICIPAL BOND INSURANCE FOR THE SERIES 2019 BONDS; MAKING CERTAIN MODIFICATIONS TO THE GENERAL RESOLUTION; PROVIDING FOR. INCIDENTAL ACTION; AND PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, Viera East Community Development District (the "District") is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") and by rule of the Florida Land and Water Adjudicatory Commission, effective April 16, 1991;
WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction, and the District has heretofore determined to undertake the planning,  financing,  construction  and/or acquisition of public infrastructure improvements including, but not limited to improvements  referenced in the Master Plan for Recreational Facilities adopted by the District on March 24, 1992 prepared by Gee & Jenson Engineers, Architects and Planners, Inc., as supplemented by that certain Engineering Report for Recreational Facilities Phase 1  and associated  professional fees and incidental costs related thereto pursuant to the Act; and

WHEREAS, on March 24, 1992, the Board of Supervisors of the  District  duly adopted a resolution entitled: "General Special Revenue Assessment Bond Resolution Authorizing the Issuance and Sale of Not in Excess of $19,000,000 Special Revenue Assessment Bonds" (the "Original General Bond Resolution") in anticipation of  its acquisition, construction and installation of a system of recreational facilities (the "System") within the District; and

WHEREAS, on May 4, 1992, the Circuit Court of the Eighteenth Judicial Circuit in and for Brevard County, Florida, validated the Special Revenue Assessment Bonds contemplated by the Original General Bond Resolution and such subsequent supplemental resolutions as may be adopted pursuant to the Original General Bond Resolution with the designation of such bonds provided for at the time of issuance; and

WHEREAS, the Original General Bond Resolution and the  Act  authorize  the issuance and sale of Special Revenue Assessment Bonds in one or more Series; and

WHEREAS, the District has, under and pursuant to the Original General Bond Resolution and a resolution entitled: "First Supplemental Resolution of the Board of Supervisors of Viera East Community Development District, in Brevard County, Florida, Authorizing the Issuance and Sale of its $7,730,000 Special Revenue Assessment Bonds, Series 1992", adopted by the Board of Supervisors on July 28, 1992, previously issued its Special Revenue Assessment Bonds, Series 1992 in the aggregate principal amount of
$7,730,000 (the "Original Bonds") to finance the initial phase of the acquisition, construction and installation of the System; and

WHEREAS, the District refunded the Original Bonds pursuant to a Fifth  Supplemental Resolution adopted on August 28, 1996 through the issuance of $7,355,000 Special Revenue Assessment Refunding Bonds, Series 1996 (the "Series 1996 Refunding Bonds"): and

WHEREAS, on January 25, 2012, the District duly adopted Resolution No. 2012-05 entitled: "Amended and Restated General Special Revenue Assessment Bond Resolution

Authorizing the Issuance and Sale of Not in Excess of $19,000,000 Special Revenue Assessment Bonds" (the "General Bond Resolution"), which amends  and  restates  the Original General Bond Resolution as amended to date; and

WHEREAS, on January 25, 2012, the District duly adopted Resolution No. 2012-05 resolution entitled: "First Supplemental Resolution to the General Bond Resolution of the Board of Supervisors of Viera East Community Development District, in Brevard County, Florida", which authorized the issuance of not exceeding $6,200,000 Special Revenue Assessment Refunding Bonds, Series 2012 (the "Series 2012 Bonds"); and

WHEREAS, on February 15, 2012 the District issued $5,805,000 of Series 2012 Bonds, the proceeds of which were used to refund the Series 1996 Refunding Bonds; and
WHEREAS, in order to obtain funds with which to finance renovations to the initial phase of the System and additional improvements to the System, the District desires to authorize the issuance and sale of its Special Revenue Assessment Bonds, Series 2019 (the "Series 2019 Bonds") pursuant to the terms of the General Bond Resolution, as amended and supplemented by this Second Supplemental Resolution; and

WHEREAS, the Series 2019 Bonds consist of Series 2019A  Bonds (Tax-Exempt) and Series 2019B Bonds (Taxable); and

WHEREAS, the proceeds of the Series 2019 Bonds shall be used to provide funding for (i) paying Costs of the Series 2019 Project (hereinafter defined), (ii) paying capitalized interest on the Series 2019A Bonds, (iii) paying funded interest on the Series 2019B Bonds,
funding deposits to the Series 2019A and Series 2019B Reserve Accounts, and  (v) paying the costs of issuance of the Series 2019 Bonds, which may include the cost of a bond insurance premium, if any; and

WHEREAS, the District hereby determines that it is reasonably anticipated that not more than $10,000,000 of tax-exempt obligations will be issued by or on behalf  of  the District in calendar year 2019, and that the Series 2019A Bonds shall be designated as "Qualified Tax-Exempt Obligations within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS, Article IX of the General Bond Resolution provides that certain provisions of the General Bond Resolution may be amended by a supplemental resolution adopted by the District pursuant to the procedures set forth in the General Bond Resolution; and

WHEREAS, the Board of Supervisors of the District now desires to modify certain provisions of the General Bond Resolution described herein as provided in Article II below;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD  OF SUPERVISORS OF VIERA EAST COMMUNITY DEVELOPMENT DISTRICT, IN BREVARD COUNTY, FLORIDA, AS FOLLOWS:

ARTICLE I. AUTHORIZATION OF SERIES 2019 BONDS.

Section 1. Definitions and Authority. Except as provided in Paragraph
of this Section, all terms which are defined in the General Bond Resolution, as amended, shall have the same meaning in this Series 2019 Resolution as such terms are defined in the General Bond Resolution, as amended.

As used in this Series 2019 Resolution, unless the context shall otherwise require, the following terms shall have the following respective meanings:
"Bond Insurance Policy" means one or more standard municipal bond insurance policies of Assured Guaranty Municipal Corp. (the "Insurer"), insuring the  scheduled principal and interest payments on the Series 2019 Bonds, and a standard debt service reserve insurance policy of the Insurer in satisfaction of all or a portion of the Bond Reserve Requirement for the Series 2019 Bonds.
"Bond Reserve Requirement" means, with respect to each of the Series 2019A Bonds and Series 2019B Bonds, as of any date of calculation, an amount equal  to fifty percent  (50%) of the maximum amount of principal, Sinking Fund Installments and interest maturing and becoming due in any succeeding Bond Year on all Series 2019A Bonds or Series 2019B Bonds then Outstanding.

"Certificate of Determination" means a certificate to be executed and delivered by the Chairman or, in his absence, any Designated Member on or prior to the  date of issuance of  the Series 2019 Bonds, the form of which is attached hereto as Exhibit A, which certificate shall determine provisions relating to the Series 2019 Bonds and approve final terms of the Series 2019 Assessment Methodology, and shall be incorporated and made a part of this  Series 2019 Resolution,

"Designated Member" means any member of the Board of Supervisors designated by the Chairman with authorization to execute documents on behalf of the District.

"General Bond Resolution" means the "Amended and Restated General Special Revenue Assessment Bond Resolution Authorizing the Issuance and Sale of Not in Excess of
$19,000,000 Special Revenue Assessment Bonds" adopted by the District on January 25, 2012, as amended by this Resolution 2019-05 adopted by the District on July 25, 2019.

"Interest Payment Date" means with respect to the Series 2019 Bonds, May I and November 1 of each year until maturity or prior redemption.

"Purchase Agreement" means the Bond Purchase Agreement by and between the District and the Underwriter providing for the purchase and sale of the Series 2019 Bonds.

"Record Date" means, with respect to the Series 2019  Bonds,  April  15 and October 15 of each year.

"Representation Letter" means the Representation Letter of the District to The Depository Trust Company ("DTC") setting forth certain matters with  respect  to,  among other things, notices, consents and approvals by Bondholders and payments  on the Series  2019 Bonds.

"Resolution" means collectively the General Bond Resolution, as the same may be amended or supplemented from time to time by resolutions of the District in accordance with the terms thereof, including this Series 2019 Resolution.

"Series 2019 Assessment Methodology" means the Master Assessment Methodology for 2019 Recreation Bonds for Viera East Community Development District adopted by the District on May 22, 2019, as supplemented by a Supplemental Assessment Methodology for 2019 Recreation Bonds to be approved pursuant to the Certificate of Determination, prepared by Governmental Management Services-Central Florida, LLC (the "District Methodology Consultant").

"Series 2019 Bonds" means the District's Special Revenue Assessment Bonds, Series 2019A (Tax-Exempt) and Special Revenue Assessment Bonds, Series  2019B (Taxable),  in  an aggregate principal amount not exceeding $11,270,000, authorized by this Series 2019 Resolution.

"Series 2019 Engineering Report" means the Engineering Report for Recreational Facilities Phase 2 adopted by the District on May 22, 2019, as revised and dated  July 25, 2019, prepared by Dewberry Engineers Inc. (the "District Engineer").

"Series 2019 Project" means those certain recreational facilities and related improvements to be financed with a portion of the proceeds of the Series 2019 Bonds, including renovations to improvements referenced in the Master Plan for Recreational Facilities adopted by the District on March 24, 1992 prepared by Gee & Jenson Engineers, Architects and Planners, Inc., as supplemented by that certain Engineering Report for Recreational Facilities Phase 1, as further supplemented by the Series 2019 Engineering Report, and associated professional fees and incidental costs related thereto pursuant to the Act.

"Series 2019 Project Component Area" means the areas within the District described  in the Series 2019 Engineering Report and the Series 2019 Assessment Methodology and specially benefited by the 2019 Project.

"Series 2019 Resolution" means this Series 2019 Resolution adopted by the Board of Supervisors of the District on the date hereof authorizing the issuance of the Series 2019 Bonds.

"Trustee" means the trustee designated in Section 6 hereof and its successors and assigns who shall be any commercial bank or trust company appointed pursuant to the Resolution.

"Underwriter" means MBS Capital Markets, LLC.

This Series 2019 Resolution is adopted pursuant to the provisions of the Act and the General Bond Resolution.

Section 2.  Authorization  of  Issuance  of  Series  2019  Bonds.   The  District  is hereby authorized to issue pursuant to the General Bond Resolution two series of bonds designated as "Special Revenue Assessment Bonds, Series 2019A (Tax-Exempt)"  and "Special Revenue Assessment Bonds, Series 2019B (Taxable)" ( the "Series 2019A Bonds" and the "Series 2019B Bonds", respectively, and collectively, the "Series 2019 Bonds") in an aggregate principal amount not to exceed $11,270,000 for the purpose (i) paying Costs of the Series 2019 Project, (ii) paying capitalized interest on the Series 2019A Bonds and funded interest on the Series 2019B Bonds, (iii) funding deposits to the Series 2019A and Series 2019B Reserve Accounts, and (iv) paying the costs of issuance of the Series  2019  Bonds.  The use of the proceeds as described herein is properly authorized under the terms of the General Bond Resolution, and shall be set forth in the Certificate of Determination.

There is hereby pledged for the payment of the principal and Redemption Price of, interest. on, and Sinking Fund Installments for, the Series 2019 Bonds, subject only to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in the Resolution, (i) the proceeds received from the sale of the Series 2019 Bonds, (ii) Benefit Assessments  levied by  the District and permitted  by the Act to secure the Bonds and related expenses, (iii) Net Revenues, and (iv) all amounts held in any Fund or Account referred to herein except for the Series 2019A Account in the Rebate Fund. The pledge of moneys in (ii), (iii) and (iv) above shall be on a parity with the Series 2012 Bonds, which are the only Bonds outstanding under the Resolution.

Section 3.   Interest Rates and Maturities.   The Series  2019  Bonds  shall  be dated, shall be issued in such amounts, shall bear interest from such dates which shall be payable at such times and at such rates, and shall mature in Principal Installments upon  the dates  set forth in the Certificate of Determination. The Chairman is authorized and directed to determine, in consultation with the Underwriter, whether any portion of the Series  2019 Bonds shall be insured by the Bond Insurance Policy. Any such determination shall be set forth in the Certification of Determination.

Section 4.   Payment  of  Interest.   Series  2019 Bonds shall  bear interest  from  the date of delivery of the Series 2019 Bonds, subject to the provisions of the General Bond Resolution. Payment of interest on each Series 2019 Bond shall be made  by the Trustee  or any Paying Agent of the Trustee designated therefor on each Interest Payment Date to the registered owner thereof on the close of business on the Record Date.

Section 5. Form. Denominations  and  Numbers.  The Series  2019 Bonds shall be issued in denominations of $5,000 or any integral multiple thereof. The Series 2019A Bonds shall be numbered from AR-1 consecutively upwards, and the Series 2019B Bonds shall be numbered from BR-1 upwards.

Section 6. Trustee and Paying Agent. U.S. Bank National Association, Orlando, Florida, is hereby designated and appointed and shall be, upon acceptance of its duties, the Trustee, Registrar and Paying Agent for the Series 2019 Bonds.

Section 7.       Redemption Provisions.   The Series  2019  Bonds  shall  be redeemable at the option of the District or otherwise in connection with an extraordinary mandatory redemption as set forth in the Certificate of Determination.

Section 8.       Mandatory Sinking Fund  Redemption.   In the event that some or all of the Series 2019 Bonds are issued as term bonds, such Series 2019 Bonds shall be subject to mandatory sinking fund redemption in part on May 1, as set forth in the Certificate of Determination.

If prior to any May 1 the District shall purchase for cancellation or redeem  Series  2019 Bonds in excess of the aggregate mandatory sinking fund requirement for such Series 2019 Bonds to but not including such May 1, such excess so purchased or redeemed and not previously applied as a credit pursuant to the Resolution shall be credited over such of the remaining mandatory redemption dates for such Series 2019 Bonds as directed  by  the District, and shall reduce the amount of Series 2019 Bonds otherwise subject to redemption and due on such date(s).

Section 9. Use of Series 2019  Bond  Net Proceeds.  The proceeds of the Series 2019 Bonds, together with any other available amounts on deposit under the Resolution, shall be applied as set forth in the Certificate of Determination.

Section 10. Establishment of Series 2019 Accounts. Pursuant to the provisions of Section 502 of the General Bond Resolution, the Series 2019 Bonds shall  be on parity with  the outstanding Series 2012 Bonds with respect to the Revenue Fund and the Renewal and Replacement Fund. With respect to the Construction and Acquisition Fund, there are hereby created the following accounts:

_A Series 2019A Cost oflssuance Account

_A Series 2019B Cost oflssuance Account

A Series 2019A Project Account

A Series 2019B Project Account

With respect to the Bond Fund, there are hereby created the following accounts:

A Series 2019A Bond Service Account

A Series 2019B Bond Service Account

A Series 2019A Reserve Account

A Series 2019B Reserve Account

A Series 2019A Temporary Interest Account

A Series 2019B Temporary Interest Account

With respect to the Rebate Fund, there 1s hereby created a Series 2019
Account.

Proceeds of the Series 2019A Bonds shall be deposited into the Series 2019A Cost of Issuance Account and Series 2019A Project Account as provided in the Certificate of Determination. Proceeds of the Series 2019B Bonds shall be deposited into the Series 2019B Cost of Issuance Account and Series 2019B Project Account as provided in the Certificate of Determination, and expended as provided in the General Bond Resolution.

Proceeds of the Series 2019A Bonds shall be deposited into the Series 2019A Reserve Account (or used to purchase a Bond Insurance Policy for all or a portion of  the  Bond Reserve Requirement therefor) and the Series 2019A Temporary  Interest  Account  as provided in the Certificate of Determination. Proceeds of the Series 2019B Bonds shall be deposited into the Series 2019B Reserve Account (or used to purchase a Bond Insurance Policy for all or a portion of the Bond Reserve Requirement therefor) and Series 2019B Temporary Interest Account as provided in the Certificate of Determination, and expended as provided in the General Bond Resolution.

Section 11. Negotiated Sale; Sale of Series  2019  Bonds.  The Series  2019  Bonds shall be sold by a negotiated sale to the Underwriter. It is hereby determined by the District that a negotiated sale of the Series 2019 Bonds to the Underwriter will best effectuate the purposes of the Act, is in the best interest of the District and is necessitated by, in general, the characteristics of the issue and prevailing market conditions and specifically, the following additional reasons: (i) because of the complexity of  the financing structure  of the  Series  2019 Bonds involving the issuance of tax-exempt and taxable bonds, and the institutional market for securities such as the Series 2019 Bonds, it is desirable to sell the Series 2019 Bonds pursuant to a negotiated sale so as to have an underwriter involved from the outset of the financing to assist in these matters; (ii) because of changing market conditions for tax­ exempt and taxable bonds and the necessity of being able to adjust the terms  of the Series 2019 Bonds, it is in the best interests of the District to sell the Series 2019 Bonds by a negotiated sale; (iii) the Underwriter has participated in structuring the issuance of the Series 2019 Bonds and can assist the District in attempting to obtain the most attractive  financing  for the District including the possibility of securing the Series 2019 Bonds with a Bond Insurance Policy; and (iv) the District will not be adversely affected if the Series 2019 Bonds are not sold pursuant to a competitive sale.

The Series 2019 Bonds authorized to be issued hereunder shall be sold to the Underwriter pursuant to a Purchase Agreement substantially in the form submitted to this meeting attached hereto as Exhibit B, which is hereby approved, on the terms and conditions set forth therein. The Chairman or, in his absence, any Designated Member or Assistant Secretary of the District, is hereby authorized and directed to execute, attest and deliver the Purchase Agreement evidencing acceptance thereof by the District with such necessary and appropriate variations, omissions and insertions as permitted or required by any of the foregoing as either in his discretion shall determine. The execution of  the  Purchase Agreement by any of the foregoing shall be conclusive evidence of such determination; provided, however,

The aggregate principal amount of Series 2019 Bonds shall not exceed
$11,270,000;

The interest rate(s) borne by the Series 2019 Bonds shall not exceed an average net interest cost rate, which shall be computed by adding 300 basis points to The Bond Buyer "20 Bond Index" published immediately preceding  the  first day of the calendar month in which the bonds are sold, as provided in Section 215.84(3), Florida Statutes, as amended;
The Series 2019 Bonds shall finally mature not later than May 1, 2038;
and

The price at which the Series 2019 Bonds shall be sold to the
Underwriter shall not be less than 98.0% of the face amount of the  Series  2019 Bonds, exclusive of original issue discount.

Execution by the Chairman or Vice Chairman of the Board of the  Purchase Agreement shall be deemed to be conclusive evidence of approval of such changes.

In the event that the Chairman or Designated Member deems it to be in the  best interest of the District that the Series 2019 Bonds be sold to a financial institution that is a "Qualified Institutional Buyer" as defined in Rule 144A under the Securities Act of 1933, as amended, through a private placement sale in lieu of a public offering, then the Underwriter shall serve as placement agent and the Series 2019 Bonds shall be sold to such financial institution, as reflected in the Certificate of Determination, subject to  the  terms  and conditions set forth in this Resolution. The Official Statement may be delivered to the purchaser in the form of a private placement memorandum. In the event of a  private placement sale of the Series 2019 Bonds, terms and provisions of this resolution that are inconsistent therewith shall be deemed inoperative, and shall be  superseded  by  this paragraph.

Section 12. Form of Bond. In accordance with the General Bond Resolution,  the Series 2019 Bonds shall be in substantially the form set forth in Section 301(D) thereof, with such insertions or variations as to redemption, maturity and interest rates and such other insertions or omissions, endorsements and variations as may be required or permitted by the General Bond Resolution and consistent with the terms and provisions of the Series 2019 Bonds as provided in this Series 2019 Resolution.

Section 13. Book-Entry Form  of  Bonds.  (a)  Pursuant  to  Section  309  of  the General Bond Resolution, with respect to matters relating to Book-Entry Bonds, except as provided in subparagraph (vi) hereof or otherwise requested in connection with a private placement sale of the Series 2019 Bonds, all of the Series 2019 Bonds shall be registered in  the name of Cede & Co., as nominee for DTC. Payment of semi-annual interest  for  any  Series 2019 Bond registered in the name of Cede & Co. shall be made by wire transfer of immediately available funds to the account of Cede & Co. on the Interest Payment  Date for the Series 2019 Bonds at the address indicated in or pursuant to the Representation Letter.

The Series 2019A Bonds shall be initially issued in the form of authenticated fully registered  serial and term bonds.  The Series 2019B Bonds shall  be initially issued in  the form of one authenticated full registered term bond. Upon initial issuance, the ownership  of such Series 2019 Bonds shall be registered in the registry books of the District kept by the Trustee in the, name of Cede & Co., as nominee of OTC. The Trustee and the District may treat OTC (or its nominee) as the sole and exclusive owner of the Series 2019 Bonds  registered in its name for the purposes of payment of the principal or redemption price of or interest on the Series 2019 Bonds, selecting the Series 2019 Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders hereunder or under the General Bond Resolution, registering the transfer of Series 2019 Bonds, obtaining any consent or other action to be taken by Bondholders and for  all  other  purposes whatsoever; and neither the Trustee nor the District shall be affected by any notice to the contrary. Neither the Trustee nor the District  shall  have any responsibility or obligation  to any Participant, any person claiming a beneficial ownership interest in the Series 2019 Bonds under or through OTC or any Participant, or any other person which is not shown on the registration books of the Trustee as being a Bondholder, with respect to the accuracy of any records maintained by OTC or any Participant; with respect to the payment by OTC or any Participant of any amount in respect of the principal or redemption price of or interest on the Series 2019 Bonds, with respect to any notice which is permitted or required to be given to Bondholders hereunder or under the General Bond  Resolution, with respect to the selection  by OTC or any participant of any person to receive payment in the event of a partial redemption of the Series 2019 Bonds, or with respect to any consent given or other action taken by OTC as Bondholder. The Trustee shall pay all principal  of  and  premium,  if any, and interest on the Ser.i es 2019 Bonds only to Cede & Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal of and premium, if any, and interest on the Series 2019 Bonds to the extent of the sum or sums so paid. No person other than OTC shall receive an authenticated Series 2019 Bond for each separate stated maturity evidencing the obligation of the District to make payments of principal of and premium, if  any, and interest pursuant to the Resolution. Upon delivery by OTC to the Trustee of written notice to the effect that OTC has determined to substitute a new nominee in place of Cede & Co., the Series 2019 Bonds will be transferable to such new nominee in accordance with Section 13 (vi) hereof.

In the event the District determines that it is in the best interest of the  Beneficial Owners that they be able to obtain Series 2019 Bond certificates, the District may notify DTC and the Trustee, whereupon DTC will notify the Participants, of the availability through DTC of Series 2019 Bond certificates. In such event, the Series 2019 Bonds will be transferable in accordance with Section 13 (vi) hereof. DTC may determine to discontinue providing its services with respect to the Series  2019 Bonds at any time  by giving notice to the District and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event the Series 2019 Bonds will be transferable in accordance with Section 13 (vi) hereof. Whenever DTC requests the District and the Trustee to do so, the Trustee and the District will cooperate with DTC in taking  appropriate  action  after reasonable notice to arrange for another securities depository to maintain custody of

certificates evidencing the Series 2019 Bonds. In such event the Series 2019 Bonds will be transferable to such securities depository- in accordance with Section 13 (vi) hereof.

Notwithstanding any other provision of the Resolution to the contrary, so long as any Series 2019 Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Series 2019 Bond and all notices with respect to such Series 2019 Bond shall be made and given, respectively, to DTC as provided in the Representation Letter.

In connection with any notice or other communication to be provided to Bondholders pursuant to the General Bond Resolution and this Series 2019 Resolution by the District or the Trustee with respect to any consent or other action to be  taken  by  Bondholders, the District or the Trustee, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15  calendar days in advance of such record date to the extent possible. Notice to DTC shall be given only when DTC is the sole Bondholder.

The Chainnan or, in his absence, any Designated Member or Assistant Secretary of the District, is hereby authorized to execute and deliver  the  Representation Letter to DTC setting forth certain matters with respect to, among other things, notices, consents and approvals by Bondholders and payments on the Series  2019  Bonds.  The Trustee is hereby authorized and requested to execute the same and shall  have  the  same rights with respect to its actions thereunder as it has with respect to its actions under the Resolution.

In the event that any transfer or exchange of Series 2019 Bonds is permitted under Section 13 (i) or (ii) hereof, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the Series 2019 Bonds to be transferred or exchanged and appropriate instruments of transfer  to the permitted transferee, all in accordance with the applicable provisions of the Resolution. In the event Series 2019 Bond certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Series 2019 Bonds, or another securities depository as holder of all the Series 2019 Bonds, the provisions of the Resolution shall also apply to, among other things, the printing of such certificates and the method of payment of principal of and interest on such certificates.

Section 14. Prelimina1y Official Statement; Final Official Statement. The District hereby approves the form of the Preliminary Official Statement submitted to this meeting and attached hereto as Exhibit C and authorizes its distribution and use, with such changes as  may be approved by the Chairman or any Designated Member, in connection with the sale of the Series 2019 Bonds. The preparation of a final Official Statement relating to the Series 2019 Bonds (the "Official Statement") is hereby approved and the Chairman or any Designated Member is hereby authorized to execute such final Official Statement to be dated the date of the award of the Series 2019 Bonds and, upon such award, to deliver the same to the Underwriter for use by it in connection with the sale and distribution of the Series 2019 Bonds. The Official Statement shall be substantially in the form of the Preliminary Official Statement attached hereto as Exhibit C, with such changes as shall be approved by the

Chairman or Designated Member as necessary to conform the details of the Series  2019  Bonds and such other insertions, modifications and changes as may be approved by the Chairman or Designated Member. The execution and delivery of the Official  Statement  by the Chairman or Designated Member shall constitute evidence of the approval thereof. The District hereby authorizes the use of the Official Statement and the information contained therein in connection with the offering and sale of the Series 2019 Bonds. The Chairman is further authorized to deem the Preliminary Official Statement "fmal" within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"), except for "Permitted Omissions" in the form as mailed, and in furtherance thereof to execute the Rule 15c2-12 Certificate evidencing the same substantially in the forms attached hereto as Exhibit D. Delivery of such Rule l 5c2-12 Certificate by the Chairman or Designated Member shall constitute evidence of the approval of any changes to the Preliminary Official Statement.

Section 15. Delivery of the Series 2019 Bonds. The Series 2019 Bonds shall be delivered by the Trustee at the direction of an Authorized Officer of the District to the Underwriter upon compliance with the provisions of the General Bond Resolution, at such time and place as shall be determined by the Chairman, subject to the provisions of the Purchase Agreement. The Chairman and any Designated Member and Assistant Secretary of the District are hereby authorized to execute and deliver such certificates and documents as may be necessary to give effect to this Series 2019 Resolution and to cause the issuance and delivery of the Series 2019 Bonds in accordance herewith and pursuant to the Purchase Agreement, including, but not limited to, any agreements or undertakings necessary to evidence compliance with Rule 15c2-12 promulgated by the  Securities  Exchange Commission and all certificates, documents and letters necessary to provide for the book­ entry-only form of Series 2019 Bonds and to make all appropriate representations and warranties in connection therewith.

Section 16.    Continuing Disclosure.   The District hereby  covenants and agrees that, in order to provide for compliance by the District with the secondary market disclosure requirements of the Rule, it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate for the Series 2019 Bonds to be executed  by the District  and dated the date of delivery of the Series 2019 Bonds, as it may be amended from time to time in accordance with the terms thereof. The Continuing Disclosure Certificate shall be substantially in the form attached hereto as Exhibit E with such changes, amendments, modifications, omissions and additions as shall be approved by the Chairman or, in his absence, any Designated Member or Assistant Secretary of the District.  Each  of  the Chairman or, in his absence, any Designated Member or Assistant Secretary of the District, upon such approval is hereby authorized to execute and deliver such Continuing Disclosure Certificate. Notwithstanding any other provision of the Resolution, failure of the District to comply with such Continuing Disclosure Certificate shall not be considered an event  of default under the General Bond Resolution; provided, however, any holder of Series 2019 Bonds may take such actions as may be necessary and appropriate, including  seeking  mandate or specific performance by court order, to cause the District to comply with its obligations under this Section 16 and the Continuing Disclosure Certificate. For purposes of this Section 16, "holder" of Series 2019 Bonds shall mean any person who (A) has the

power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2019 Bonds (including persons holding Series 2019 Bonds through nominees, depositories or other intermediaries), or (B) is treated as the owner of any Series 2019 Bonds for federal income tax purposes. The disclosure dissemination agent shall be appointed pursuant to the Certificate of Determination.

Section 17. Further Official Action: Ratification of Prior  and Subsequent Acts.  The Chairman, the Secretary and each member of the Board of Supervisors of the District and any other proper official of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Series 2019 Bonds, any documents required in connection with implementation of a book-entry system of registration, investment agreements relating to the investment of the proceeds of the Series 2019 Bonds, agreements in connection with maintaining the exclusion of interest on the Series 2019A Bonds from gross income of the holders thereof, any agreements in connection with securing a Bond Insurance Policy, any agreements relating to a private placement sale of the Series 2019A Bonds in lieu of a public sale, and any agreements in connection with compliance with the District's continuing disclosure undertaking) and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairman or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. The Chairman or any Designated Member may, among other things, change the date of any document accompanying this Resolution as an exhibit. Execution by the Chairman or a Designated Member of such document shall be deemed to be conclusive evidence of approval of such change of date. All of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.

Section 18. Rebate  Covenant.  The  District  hereby  covenants  to  observe  and follow the provisions of the Arbitrage and Tax Certificate delivered in connection with the issuance of the Series 2019A Bonds pursuant to Section 202(2)(9) of the General Bond Resolution.

Section 19. Qualified Tax-Exempt Obligations. The District hereby designates the Series 2019A Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE II. MODIFICATIONS OF GENERAL BOND RESOLUTION EFFECTIVE UPON CONSENT OF TRUSTEE

Pursuant to Section 802(4) of the General Bond Resolution, the District and the Trustee agree that the following modifications of the General Bond Resolution will not adversely affect the interests of Holders of the Series 2012 Bonds, and consequently shall be effective upon filing with the Trustee,

Section 1. Definitions. For purposes of the Series 2019 Bonds, in ARTICLE I- DEFINITIONS AND STATUTORY AUTHORITY of the General Bond Resolution, Section 102 entitled "Definitions", the definition of "Investment Securities" is hereby deleted and replaced by the following:

"Investment Securities" shall mean and include any of the following securities with respect to the investment of moneys under this Second Supplemental Resolution:

direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America ("Government Obligations");

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

deposits, Federal funds or bankers' acceptances (with term to maturity of 270 days or less) of any bank, including the Trustee, which, at the time of deposit, has an unsecured, uninsured and  unguaranteed  obligation rated in one of the top two rating categories by both Moody's  Investors Service, Inc.("Moody's") and Standard & Poor's, a Standard  &  Poor's Financial Services LLC business ("S&P");

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

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

both (A) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defmed in Section 85l(a) of the Code) that is a money market fund that is rated in the highest rating category for money market funds by both Moody's and S&P, including those shares offered or sponsored by the Trustee, and (B) shares of money market mutual funds, including those funds offered or sponsored by the Trustee, 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 two highest categories for such funds by both Moody's and S&P;

repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly by a third party acting solely as agent for the District with collateral with a domestic or foreign bank or corporation (other than life or property casualty insurance company) the long-term debt of which, or, in the case of a financial guaranty insurance company, claims paying ability, of the guarantor is rated at least "AA" by S&P and "Aa" by Moody's provided that the repurchase agreement shall provide that if during its term the provider's rating by either S&P or Moody's falls below "AA-" or "Aa3," respectively, the provider shall immediately notify the District and the Trustee and the provider shall at its option, within ten (10) calendar days of receipt of publication of such downgrade, either (A) maintain collateral at levels, sufficient to maintain an "AA" rated investment from S&P and an "Aa" rated investment from Moody's, or (B) repurchase all collateral and terminate the repurchase agreement. Further, if the provider's rating by either S&P or Moody's falls below "A-" or "A3," respectively, the provider must immediately notify the Trustee and the District and must at the direction by the District to the Trustee, within ten (10) calendar days, either (1) maintain collateral at levels sufficient to maintain an "AA" rated investment from S&P and an "Aa" rated investment from Moody's, or (2) repurchase all Collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten (10) calendar days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall be entitled to, and in such event, the Trustee shall withdraw the entire amount invested plus accrued interest within ten (10) Business Days after the Trustee knows such conditions apply. Any repurchase agreement entered into pursuant to this Second Supplemental Resolution shall contain the following additional provisions:

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

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

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

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

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

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

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

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

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

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

Any repurchase agreement shall provide that  a  perfected security interest in such investments is created for the benefit of the beneficial owners under the Uniform Commercial Code of Florida, or book-entry procedures prescribed at 31 C.F.R. 306. l et seq. or 31 C.F.R. 350.0 et seq. are created for the benefit of the beneficial owners; and

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

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

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

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

moneys invested thereunder may be withdrawn without penalty, premium, or charge upon not more than two (2)  Business Days' notice unless otherwise specified in a Supplemental Indenture;

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

the District and the Trustee receive an opinion  of counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent;
in the event of a suspension, withdrawal, or downgrade below Aa3, AA- or AA- by Moody's, S&P or Fitch, respectively, the provider shall notify the District and the Trustee within five (5) Business Days of such downgrade event and the provider shall at its option, within ten (10) Business Days after notice is given to the  District and the Trustee take any one of the following actions:

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

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

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

repay all amounts due and owing under the agreement.

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

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

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

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

other investments permitted by Florida law and directed by the District.
A certificate of an Authorized Officer directing any investment enumerated above shall constitute a representation by the District that such investment is permitted under this Second Supplemental Resolution and is  a  legal investment for funds of the District, upon which the Trustee is conclusively entitled to rely.
Section 2.  Temporary Interest  Account.  Section 505.2.  of the Original  General  Bond Resolution, which was deleted from the General Bond Resolution, is hereby restored as follows (additions are underlined):

2. Amounts received upon issuance of a Series of Bonds representing capitalized or funded interest shall be deposited at such time into the Temporary Interest Account. Moneys deposited into the Temporary Interest Account shall be applied to the payment of interest on the Bonds or Bond Anticipation Notes to the extent that there are insufficient moneys on deposit in the Bond Service Account five days prior to any interest payment date. The amount of any such deficit in the Bond Service Account due as interest on the next succeeding interest payment date of any Bonds or Bond Anticipation Note shall be transferred to the Bond Service Account on or before the 5th day preceding such interest payment date. Amounts remaining on deposit thirty-six months after deposit in the Temporary Interest  Account (or earlier  as directed by an Authorized Officer) shall be transferred to the Construction and Acquisition Fund without direction from an Authorized Officer required.

Section 3.     Trustee Provisions.   For purposes of the Series 2019 Bonds, there shall be added to ARTICLE V-ESTABLISHMENT OF FUNDS AND APPLICATION
THEREOF, the following sections:

509. Patriot Act Requirements of Trustee. To help the  government fight the funding of terrorism and money laundering activities, Federal law

requires all financial institutions to obtain, verify and record information that 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.

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

ARTICLE III. MISCELLANEOUS RESOLUTION PROVISIONS

Section 1.  Inconsistent  Proceedings. All  resolutions  or  proceedings,  or  parts thereof, in conflict with the provisions hereof are to the extent of such  conflict  hereby repealed or amended to the extent of such inconsistency

Section 2.      Ratification of Prior Acts. All actions previously taken by or on behalf of the District in connection with the issuance of the Series 2019 Bonds are  hereby  authorized, ratified and confirmed.

Section 3. Public Meetings. It is hereby  found  and  determined  that  all  formal actions of the District concerning and relating to the adoption of this Series 2019 Resolution and the consummation of the transactions contemplated by this Series 2019 Resolution were adopted in open meetings of the District, and that all deliberations of  the  District  that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.

Section 4. Severability. If any one or more of  the  covenants,  agreements  or provisions of this Series 2019 Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against  public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions of this Series 2019 Resolution or of the Series 2019 Bonds issued hereunder.

Section 5.	Effective   Date.	This Series 2019 Resolution shall take effect immediately upon the adoption hereof.

Adopted: July 25, 2019

Paul McCarthy, Chairman

Jason Showe, Assistant Secretary

EXHIBIT A

FORM OF CERTIFICATE OF DETERMINATION

EXHIBITB

BOND PURCHASE AGREEMENT

VIERA EAST COMMUNITY DEVELOPMENT DISTRICT
(Brevard County, Florida)

$ 	*
Special Revenue Assessment Bonds,
Series 2019A
(Tax-Exempt) (Bank Qualified)

$ 	*
Special Revenue Assessment Bonds,
Series 2019B (Taxable)

 	2019

BOND PURCHASE AGREEMENT

Viera East Community Development District Brevard County, Florida

Ladies and Gentlemen:

MBS Capital Markets, LLC (the "Underwriter") offers to enter into this Bond Purchase Agreement with the Viera East Community Development District (the "District" or the "Issuer"). This offer is made subject to written acceptance hereof by the Issuer at or before 12:00 midnight, New York time, on the date hereof. If not so accepted, this offer will be subject- to withdrawal by the Underwriter upon written notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer.

Purchase and Sale. Upon the terms and conditions and in reliance on the representations, warranties, covenants and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter,  all (but not less than all) of its $,._ 	] aggregate principal amount of the
Special  Revenue  Assessment  Bonds, Series 2019A (the "Series 2019A Bonds") and $[	]
Special Revenue Assessment Bonds, Series 2019B (the "Series 2019B Bonds" and together with the Series 2019A Bonds, the "Series 2019 Bonds"). The Series 2019 Bonds shall be dated as of the date of their delivery and  shall be payable on the dates and  principal amounts,  bear such rates of interest and be subject to redemption, all as set forth in Exhibit A attached hereto. Interest on the Series 2019 Bonds is payable semi-annually on May 1 and November 1 of each year, commencing  November  1,  2019.   The  purchase  price  for  the Series  2019A  Bonds  shall be

$[_ _

_ _ ] (representing the par amount of the Series 2019A Bonds of $[_ _

_  -J	, minus an

original	issue	discount	of	$ l_   _   _ _ ]	and	less	an	Underwriter's	discount	of
$[	]).	The  purchase  price for  the Series  2019B  Bonds  shall be $[ 		_
(representing the par amount of  the Series 2019B Bonds of$[	]., minus an original issue
discount of $[ 		 	,  and less an  Underwriter's  discount of $,._ 	]. ).

The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto as Exhibit B.

The Series 2019 Bonds are authorized and issued pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, any successor statute thereto, the Florida Constitution, and other applicable provisions of law (collectively, the "Act"), and by rule of the Florida Land and Water Adjudicatory Commission, effective April 16, 1991. The District was established for the purposes of financing and managing the acquisition, construction, maintenance and operation of a portion of the infrastructure necessary for community development within the District. The Act authorizes the District to issue Series 2019 Bonds for the purposes, among others, of financing, and refinancing the cost of, planning, establishing, acquiring, constructing or reconstructing, enlarging or extending, equipping, operating and maintaining recreational amenities, water management, water supply, sewer and waste water management, bridges or culverts, District roads, landscaping, street lights, security facilities, and other basic infrastructure projects within or without the boundaries of the District as provided in the Act. The Series 2019 Bonds are being issued pursuant to the Act and an Amended and Restated General Special Revenue Assessment Bond Resolution of the District adopted on January 25, 2012 (the "General Resolution"), as amended and supplemented from time to time, and particularly as supplemented by the Second Supplemental Resolution adopted on July  _J	2019 (the "Series Resolution" and, together with the General Resolution, the "Resolution"). All capitalized terms used herein that are defined in the Resolution and not defined herein shall have the respective meanings set forth in the Resolution.

The Series 2019 Bonds are being issued to provide funding for (i) paying Costs of the Series 2019 Project, (ii) paying capitalized interest on the Series 2019A Bonds and funded interest on the Series 2019B Bonds, (iii) funding deposits to the Series 2019A and Series 2019B Reserve Accounts, and (iv) paying the costs of issuance of the Series 2019 Bonds.

The Series 2019 Bonds are payable solely from and are equally and ratably  secured under the Resolution by a pledge of and lien upon, (i) Benefit Assessments levied by the District and permitted by the Act to secure the Series 2019 Bonds and related expenses ("Benefit Assessments"), (ii) Net Revenues derived from the District's system of recreational trails, bike paths, public parks and public golf course (the "System"), and (iii) all amounts held in any Fund or Account under the Resolution except for the Series 2019 Account in the Rebate Fund (collectively, the "Pledged Revenues"). The pledge of the Pledged Revenues shall be on a parity with the District's Special Assessment Revenue Refunding Bonds, Series 2012 (the "Series 2012 Bonds"), which are the only Bonds currently outstanding under the Resolution. The General Resolution defines "Bonds" to include the Series 2012 Bonds, the Series 2019 Bonds and any other obligations issued thereunder.

The Benefit Assessments have been levied by the Issuer on lands within the District specially benefited by the Series 2019 Project pursuant to resolutions duly adopted by the Board (collectively, the "Assessment Resolutions").
Deliverv of Official Statement and Other Documents. (a) Prior to the date hereof, the Issuer provided to the Underwriter for its review the Preliminary Official Statement dated August _J	2019 (the "Preliminary Official Statement"), that the Issuer deemed final as of its

date, except for certain permitted omissions (the "permitted omissions"), as contemplated by Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") in connection with the pricing of the Series 2019 Bonds. The Issuer hereby confirms that the Preliminary Official Statement was deemed final as of its date, except for the permitted omissions.
The Issuer shall deliver, or cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the date hereof or use good faith to deliver within such shorter period as may be requested by the Underwriter and at least three (3) business days prior to the date the Series 2019 Bonds are delivered to the Underwriter, or within such other period as the Underwriter may inform the Issuer which is necessary for the Underwriter to comply with regulations of the Municipal Securities Rulemaking Board ("MSRB") in order to accompany any confirmation that requests payment from any customer (i) sufficient copies of the final Official Statement (the "Official Statement") to enable the Underwriter to fulfill its obligations pursuant to the securities laws of Florida and the United States, in form and substance satisfactory to the Underwriter, and (ii) an executed original counterpart or certified copy of the Official Statement and the Resolution. In determining whether the number of copies to be delivered by the Issuer are reasonably necessary, at a minimum, the number shall be determined by the Underwriter and conveyed to the Issuer as shall be sufficient to enable the Underwriter to comply with the requirements of the Rule, all applicable rules of the MSRB, and to fulfill its duties and responsibilities under Florida and federal securities laws generally.

The Underwriter agrees to file the Official Statement in accordance with applicable MSRB rules.
The Issuer authorizes, or ratifies as the case may be, the use and distribution of the Preliminary Official Statement and the Official Statement in connection with the public offering and sale of the Series 2019 Bonds. The Underwriter agrees that it will not confirm the sale of any Series 2019 Bonds unless the confirmation of sale requesting payment is accompanied or preceded by the delivery of a copy of the Official Statement.
From the date hereof until the earlier of (i) ninety days from the "end of the underwriting period" (as defined in the Rule), or (ii) the time when the Official Statement is available to any person from the MSRB (but in no case less than 25 days following the end of the underwriting period), if the Issuer has knowledge of the occurrence of any event which may make it necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter and if, in the reasonable  opinion  of  the Issuer or the reasonable opinion of the Underwriter, such event requires the preparation and publication of an amendment or supplement to the Official Statement, the Issuer, at its expense (unless such event was caused by the Underwriter), shall promptly prepare an appropriate amendment or supplement thereto (and file or cause, to be filed, the same with the MSRB, and mail such amendment or supplement to each record owner of Series 2019 Bonds) so that the statements in the Official Statement as so amended or supplemented will not, in light of the

circumstances under which they were made, be misleading, in a form and in a manner reasonably approved by the Underwriter. The Issuer will promptly notify  the Underwriter  of the occurrence of any event of which it has knowledge, which, in its opinion, is an event described in the preceding sentence. The amendments or supplements  that may be authorized for use with respect to the Series 2019 Bonds are hereinafter included within the term "Official Statement."

Authoritv of the Underwriter. The Underwriter is duly authorized  to execute  this Bond Purchase Agreement and to perform its obligations hereunder. The Underwriter hereby represents that neither it nor any "person" or "affiliate" has been on  the "convicted vendor list" during the past 36 months, as all such terms are defined in Section 287.133, Florida Statutes, as amended.

Offe ring and Sale of Series 2019 Bonds . The Underwriter agrees to make a bona fide offering to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of Underwriter or wholesalers) of all of the Series 2019 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 Series 2019 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 Series 2019 Bonds.
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The Issuer hereby authorizes the Underwriter to use the Official Statement in connection
with the public offering and sale of the Series 2019 Bonds and ratifies and confirms the distribution and use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with such public offering and sale.

Issuer Representations, Warr anties. Covenants and Agreements. The Issuer represents and warrants to and covenants and agrees with the Underwriter that, as of the date hereof and as of the date of the Closing:

The District is a local unit of special purpose government, duly organized and established and validly existing under the Act and the Constitution and laws of the State of Florida, with full legal right, power and authority (1) to impose, levy and collect the Benefit Assessments pursuant to the Assessment Resolutions in the manner described in the Official Statement; (2) to operate the System; (3) to issue the Series 2019 Bonds for the purposes for which they are to be issued, as described in the Official Statement, (4) to secure the Series 2019 Bonds as provided by the Resolution, (5) to enter into the obligations under the Resolution, the Assessment  Resolutions,  the Continuing  Disclosure  Certificate dated [	], 2019 (the "Continuing Disclosure Certificate"), this Bond Purchase Agreement, and (6) to carry out and consummate all of the transactions contemplated by the Resolution, the Assessment Resolutions, this Bond Purchase Agreement, and the Continuing Disclosure Certificate.

The District has complied with the Resolution, the Act, and the Constitution and laws of the State of Florida in all matters relating to this Bond Purchase Agreement, the Resolution, the Continuing Disclosure Certificate, the imposition, and levy and collection of the Benefit Assessments,the Assessment Resolutions, and the operation of the System.
The District has duly authorized and approved (1) the execution and delivery, or adoption, as the case may be, and performance of the Resolution, the Assessment Resolutions, this Bond Purchase Agreement, the Benefit Assessments, the Continuing Disclosure Certificate and the Series 2019 Bonds, (2) the use and distribution of the Preliminary Official Statement and the execution delivery and distribution of the Official Statement, and (3) the taking of  any and all such action as may be required on the part of the District to carry out, give effect to and consummate the transactions contemplated by this Bond Purchase Agreement, the Resolution, the Assessment Resolutions, the Series 2019 Bonds, the Continuing Disclosure Certificate and the Official Statement.
Each of the Resolution, the Continuing Disclosure Certificate and this Bond Purchase Agreement constitutes a legally valid and binding obligation of the District enforceable in accordance with its terms, and, upon due authorization, execution and delivery hereof and thereof by the parties hereto, will constitute  the legal, valid  and  binding obligation of the District enforceable under the laws of the State of Florida in accordance with its terms.

When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Series 2019 Bonds will have been duly authorized, executed, authenticated, issued and delivered and will constitute legal, valid and binding special obligations of the District, conforming to the Act, and entitled to the benefit and security of the Resolution.

(£) Upon the execution, authentication, issuance and  delivery  of  the  Series  2019 Bonds as aforesaid, the Resolution will provide, for the benefit of the holders from time to time of the Series 2019 Bonds, a legally valid and binding pledge of and a security interest in and to the Pledged Revenues pledged to the Series 2019 Bonds, subject only to the provisions of the Resolution permitting the application of such Pledged Revenues for the purposes and on the terms and conditions set forth in the Resolution.

Other than any approvals that might be required under the securities laws of any state, no approval, permit, consent or authorization of, or registration or filing with, any governmental or public agency or authority or any other entity not already obtained or made, or to be made simultaneously with the issuance of the Series 2019 Bonds, is required to be obtained by the District in connection with the issuance and sale of the Series 2019 Bonds, or the execution and delivery by the District of, or the due performance of its obligations under, this Bond Purchase Agreement, the Resolution, the Series 2019 Bonds, and the Continuing Disclosure Certificate, and any such approvals, permits, consents or authorizations so obtained are in full force and effect.

The District is not in breach of or in default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States, the Resolution, the Series 2019 Bonds, the Continuing Disclosure Certificate or any applicable judgment or decree or any other loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, that could have a materially adverse effect on the business or operations of the District, and no event of default by the District has occurred and is continuing under any such instrument.

The execution and delivery by the District of this Bond Purchase Agreement, the Resolution, the Series 2019 Bonds, the Continuing Disclosure Certificate 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 this Bond Purchase Agreement, the Resolution, the Series 2019 Bonds, the Continuing Disclosure Certificate or the Official Statement, and the compliance with the provisions of each such instrument and the consummation of any transactions contemplated hereby and thereby, will not conflict with or constitute a breach of, or default under any indenture, contract, agreement, or other  instrument to which the District is a party or by which it is bound, or to the best of its knowledge under any provision of the Constitution of the State of Florida or any existing law, rule, regulation, ordinance, judgment, order or decree to which the District (or any of its  supervisors or officers in their respective capacities as such) or its properties is subject.

Except as disclosed in the Official Statement, 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 the District or any of its supervisors in their respective capacities as such, in which an unfavorable decision, ruling or finding would, in any material way, adversely affect (1) the transactions contemplated by the Resolution, this Bond Purchase Agreement, the Continuing Disclosure Certificate, the Series 2019 Bonds, the Assessment Resolutions, or the proceedings relating to the Benefit Assessments
the organization, existence or powers of the District or any of its supervisors or officers in their respective capacities as such, (3) the business, properties or assets or the condition, financial or otherwise, of the District, (4) the validity or enforceability of the Series 2019 Bonds, this  Bond  Purchase  Agreement,   the  Resolution,   the  Assessment   Resolutions,   the Benefit
Assessments, the Continuing Disclosure Certificate or  any  other  agreement  or  instrument  to which  the  District  is  a  party  and  which  is  used  or  contemplated  for  use  in  the   transactions
contemplated hereby or by the Resolution, (5) the exclusion from gross income for federal income tax purposes of the interest on the Series 2019 Bonds, (6) the issuance, sale or delivery of the Series 2019 Bonds, (7) the operation of the System, or (8) the collection of the Benefit Assessments and the pledge thereof under the Resolution to pay the principal or premium, if  any, or interest on the Series 2019 Bonds.

Except as disclosed in the Official Statement, 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 Pledged Revenues pledged to the Series 2019 Bonds with a lien thereon prior to or on a parity with the lien of the Series 2019 Bonds.

Between the date of this Bond Purchase Agreement and the date of the Closing, the District will not, without the prior written consent of the Underwriter, incur any material liabilities, direct or contingent, nor will there be any adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the District, other than (1) as contemplated by the Official Statement, or (2) in the ordinary course of business.

Any certificates in connection with the transaction contemplated hereby, signed by any official of the District authorized to do so, shall be deemed a  representation  and warranty by the District to the Underwriter as to the statements made therein.
No representation or warranty by the District in this Bond Purchase Agreement nor any statement, certificate, document or exhibit furnished to or to be  furnished  by  the District pursuant to this Bond Purchase Agreement or the Official Statement or in connection with the transactions contemplated hereby contains or will contain on the date of Closing any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information concerning The Depository Trust Company or the Underwriter.

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, except as may be otherwise disclosed in the Official Statement.
The  Closing.   At [12:00  noon],  New York time, on [	, _], 2019, or at such earlier or later time or date to which the Issuer and the Underwriter may mutually  agree, the Issuer will, subject to the terms and conditions hereof, deliver the Series 2019 Bonds to the Underwriter in full book-entry form, duly executed, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the aggregate purchase price of the Series 2019 Bonds as set forth in Paragraph 1 hereof (such delivery of and payment for the Series 2019 Bonds is herein called the "Closing"). The Issuer shall cause CUSIP identification numbers to be printed on the Series 2019 Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept  delivery  of and pay for the Series 2019 Bonds in accordance with the terms of this Bond Purchase Agreement. The Closing shall occur at the offices of the Issuer, or such other place to which the Issuer and the Underwriter shall have mutually agreed. The Series 2019 Bonds shall be  prepared and delivered as fully registered Series 2019 Bonds in such authorized denominations and registered in full book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("OTC") and shall be delivered to OTC during the business day prior to the Closing for purposes of inspection, unless the OTC "F.A.S.T." procedure is used which requires the Registrar to retain possession of the Series 2019 Bonds.

Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations, warranties and agreements of the District contained herein and contained in the documents and instruments delivered at the Closing, and upon the performance by the District of its obligations hereunder, as of the date of the Closing. Accordingly, the Underwriter's obligations under this Bond Purchase Agreement to cause the purchase, acceptance of delivery and payment for the Series 2019 Bonds shall be subject to the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions:

The representations and warranties of the District contained herein shall be true, complete and correct on and as of the date of the Closing, the statements made in all certificates and other documents delivered to the Underwriter at the Closing shall be true, complete and correct as of the date of Closing, and the District shall be in compliance with each of the agreements made by it in this Bond Purchase Agreement and the Resolution as of the date of Closing;

At the Closing, (1) the Resolution, the Benefit Assessments, and the Continuing Disclosure Certificate shall be in full force and effect and shall not have been  amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter,  and the District shall have adopted and there shall be in full force and effect such additional agreements therewith and in connection with the issuance of the Series 2019 Bonds all such action as in the reasonable opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby, (2) the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter,
there shall not have occurred any event that causes the Official Statement or any amendment
or supplement thereto to contain an untrue or misleading statement of fact  that  in  the reasonable opinion of the Underwriter  or its counsel is material or omits to state a fact that in  the reasonable 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,
the District shall perform or shall have performed all of its obligations under or specified in the Resolution, this Bond Purchase Agreement, and the Continuing Disclosure Certificate to be performed at or prior to the Closing, and (5) the Series 2019 Bonds shall have been duly authorized, executed, authenticated and delivered;

At or prior to the Closing, the Underwriter shall ha_ve certified copies of the following documents:

received executed or

Certificates, dated the date of Closing regarding the Official Statement and no default;

The Resolution, certified by authorized officers of the District under its seal as a true and correct copy and as having been adopted with only such amendments, modifications or supplements as may have been approved by the Underwriter;

The proceedings relating to the levy of the Benefit Assessments, including the Assessment Resolutions, certified by authorized officers of the District as true and correct copies;
The Official Statement, executed on behalf of the District by the Chairman of its Board of Supervisors;
A certificate of the District, dated the date of Closing, signed on its behalf by the Chairman of and an Assistant Secretary to the Board of Supervisors of the District, in substantially the form of Exhibit C hereto;

An opinion, dated the date of Closing, of Greenberg Traurig, P.A., Miami, Florida, Bond Counsel, substantially in the form attached as an Appendix to the Official Statement;

A supplemental opinion, dated the date of Closing, of Bond Counsel  to the effect that (i) the Underwriter may rely on the approving opinion of Bond Counsel as though such opinion were addressed to them; (ii) the Series 2019 Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended
{the "1933 Act"), and Section 304(a)(4) of the Trust Indenture Act of 1939, as amended (the "1939 Act") and it is not necessary in connection with the sale of the Series 2019 Bonds to the public to register the Series 2019 Bonds under the 1933 Act, or to qualify the Resolution under the 1939 Act; (iii) that the Series 2019A Bonds constitute "qualified tax­ exempt obligations" for purposes of Section 265(b)(3) of the Code; and (iv) Bond Counsel has reviewed the statements contained in the Official Statement under the sections captioned "DESCRIPTION OF THE SERIES 2019 BONDS" (other than the portion thereof captioned "Book-Entry System" and other than any information therein relating to DTC or the book-entry system) "SECURITY FOR THE SERIES 2019 BONDS" and "VALIDATION" and are of the opinion that insofar as such statements purport to summarize certain provisions of the Series 2019 Bonds and the Resolution, that such statements fairly represent the documents purported to be summarized therein. Bond Counsel has also reviewed the statements contained in the Official Statement under the sections captioned "TAX MATTERS - SERIES 2019A BONDS" and "TAX MATTERS - SERIES 2019B BONDS" and are of the opinion that insofar as such sections purport to summarize the provisions of the Internal Revenue Code of 1986, as amended, and applicable laws of the State of Florida, such sections are correct as to matters of law;

An opinion, dated the date of Closing, of Shutts & Bowen LLP, Orlando, Florida, District Counsel, in substantially the form of Exhibit D hereto;
An opinion, dated the date of Closing, of Bryant Miller Olive P.A., Tallahassee, Florida, Counsel to the Underwriter (the "Underwriter's Counsel"),  in  a form acceptable to the Underwriter; provided, however, that  the Underwriter  shall not be excused from its obligation hereunder to purchase the Series 2019 Bonds if

Underwriter's Counsel shall fail to deliver such opinion at Closing for any reason other than there having occurred to their knowledge an event or circumstance prior to Closing that for a valid, legal and good faith basis prevents Underwriter's Counsel from rendering such opinion.

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 Series 2019 Bonds will be used in a manner that would cause the Series 2019 Bonds to be "arbitrage bonds" within the meaning of Section 148 of Internal Revenue Code of 1986, as amended;

Specimen Series 2019A Bonds and Series 2019B Bonds;

A rating letter evidencing that Standard & Poor's Ratings Services has issued a rating of at least "[BBB+]" for the Series 2019 Bonds;

A copy of the executed Letter of Representations between the District and The Depository Trust Company, New York, New York;

An opinion, dated the date of the Closing of counsel to the Trustee substantially to the effect that such trust company or commercial bank is a duly organized trust company or commercial bank with necessary powers to serve as trustee under the Resolution and has duly and with legal authority executed and delivered the Resolution and that the Resolution are binding and enforceable  against the Trustee, all  in form and substance satisfactory to the Underwriter;

An executed Continuing Disclosure Certificate;

A certificate executed by the District Manager that all resolutions required to be published by Florida law have been published in accordance with the requirements of Florida law;

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 Series 2019A Bonds, which certificates shall be satisfactory in form and substance to Bond Counsel), and other evidence as the Underwriter, Bond Counsel or Underwriter's Counsel may deem necessary to evidence the truth and accuracy as of the Closing of the representations and warranties of the District herein contained and of the information contained in the Official Statement and the due performance and satisfaction by the District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by it.

All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance as set forth herein or as

described herein or as otherwise satisfactory to the Underwriter. Receipt of, and payments for, the Series 2019 Bonds shall constitute evidence of the satisfactory nature of such as to the Underwriter. The performance of any and all obligations of the District hereunder and the performance of any and all conditions herein for the benefit of the Underwriter may be waived by the Underwriter in their sole discretion.

If the District shall be unable to satisfy the conditions to the obligations of the Underwriter to cause the purchase, acceptance and delivery and payment for the Series 2019 Bonds contained in this Bond Purchase Agreement, or if the obligations of the Underwriter to cause the purchase, acceptance of delivery and payment of the Series 2019 Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate, and neither the Underwriter nor the District shall be under further obligation hereunder, but the respective obligations of the Underwriter and the District set forth in Section 10 hereof shall continue in full force and effect.

Termination. The Underwriter may terminate this Bond Purchase Agreement by written notice to the Issuer in the event that between the date hereof and the Closing:

the marketability of the Series 2019 Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially adversely affected (i) 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) (A) enacted or adopted by the United States, (B) 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 (C) 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  (ii) by any decision of any court of the United States or (iii) 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 (iv) by a release or announcement or communication issued or sent by the Treasury Department or the Internal Revenue Service of the United States, or any comparable legislative, judicial or administrative development affecting the federal tax status of the Issuer, its property or income, obligations of the general character of the Series 2019A Bonds, as contemplated hereby, or the interest thereon; or

any legislation, rule, or regulations shall be introduced in, or be enacted or adopted in the State of Florida, or a decision by any court of competent jurisdiction within the State of Florida shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2019 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2019 Bonds to be purchased by them; or

any amendment to the Official Statement is proposed by the Issuer or deemed necessary by Bond Counsel, or the Underwriter which, in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2019 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2019 Bonds to be purchased by them; or

there shall have occurred any outbreak or escalation of hostility, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Underwriter,  impractical or inadvisable to proceed with the offering or delivery of the Series 2019 Bonds as contemplated by the Official Statement (exclusive of any amendment or supplement thereto); or
legislation shall be enacted or adopted, or any action shall be taken by, or on behalf of, the Securities and Exchange Commission which, in the reasonable opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Series 2019 Bonds to be registered under the Securities Act of 1933, as amended, or the Resolution to be qualified under the Trust Indenture Act of 1939, as amended, or any laws analogous thereto relating to governmental bodies, and compliance therewith cannot be accomplished  prior  to the Closing; or
legislation shall be introduced by amendment or otherwise in or be enacted by, the House of Representatives or the Senate of the Congress of the United States, or a decision by a Court of the United States of America shall be rendered, or a stop order, ruling, release, regulation, 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 Series 2019 Bonds shall have been proposed, issued or made (which is beyond the control of the Underwriter or the Issuer to prevent or avoid) to the effect that the issuance, offering or sale of the Series 2019 Bonds as contemplated hereby or by the Official Statement, or any document relating to the issuance, offering or sale of the Series 2019 Bonds is or would be in violation of any of the federal securities laws at Closing, including the Securities Act of 1933, as amended and then in effect, the Securities Exchange Act of 1934, as amended and then in effect, or the Trust Indenture Act of 1939, as amended and then in effect, or with the purpose or effect of otherwise prohibiting the offering and sale of obligations of the general character of the Series 2019 Bonds, or the Series 2019 Bonds, as contemplated hereby; or

there shall have occurred, after the signing hereof, either a financial crisis or a default with respect to the debt obligations of the Issuer or proceedings under the federal or  State of Florida bankruptcy laws shall have been instituted by the Issuer, in either case the effect of which, in the reasonable judgment of the Underwriter, is such as to materially and adversely affect (i) the market price or the marketability of the Series 2019 Bonds, or (ii) the ability of the Underwriter to enforce contracts for the sale of the Series 2019 Bonds; or

a general banking moratorium shall have been declared by the United States, New York or Florida authorities, which in the reasonable opinion of the Underwriter, materially

adversely affects the market for the Series 2019 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2019 Bonds to be purchased by them; or

any national securities exchange, or any governmental authority, shall impose, as to the Series 2019 Bonds or obligations of the general character of the Series 2019 Bonds any material restrictions not now in force, or increase materially those now in force, with respect to the establishment of material restrictions upon trading of securities, including limited or minimum prices, by any governmental authority or by any  national securities exchange, which in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2019 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2019 Bonds to be purchased by it; or

0) legal action shall have been filed against  the  Issuer  wherein  an  adverse ruling would materially adversely affect the transactions contemplated hereby or by the Official Statement or the validity of the Series 2019 Bonds, the Resolution, the Continuing Disclosure Certificate or this Bond Purchase Agreement; provided, however, that as to any such litigation, the Issuer may request and the Underwriter may accept an opinion by Bond Counsel,  or of  other counsel acceptable to the Underwriter, that in such counsel's opinion the issues raised by any such litigation or proceeding are without substance or that the contentions of any plaintiffs therein are without merit; or

there shall have occurred or any notice shall have been given of any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any of the Issuer's obligations; or

any information shall have become known which, in the  Underwriter's reasonable opinion, makes untrue, incorrect or misleading in any material  respect  any  statement or information contained in the Official Statement, as the information contained therein has been supplemented or amended by other information, or causes the Official Statement, as so supplemented or amended, to contain an untrue, incorrect or misleading statement of a material fact or to omit to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and upon the receipt of notice of same by the Issuer, the Issuer fails to promptly amend or supplement the Official Statement; or

an event occurs as a result of which the Official Statement, as then amended or supplemented, would include an untrue statement of a material fact or omit to  state  any material fact which is necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading which, in the reasonable opinion of the Underwriter, requires an amendment or  supplement  to  the Official Statement and, in the reasonable opinion of the Underwriter, materially  adversely affects the marketability of the Series 2019 Bonds or the contemplated offering prices thereof and upon the receipt of notice by the Issuer, the Issuer fails to promptly amend or supplement the Official Statement.

the IRS makes a determination with respect to any special purpose development district formed under State law (referred to herein as a "Special District'') deeming that all or certain of such Special Districts are not a "political subdivision" for purposes of Section 103(a) of the Code, and such determination, in the reasonable opinion of the Underwriter, materially adversely affects the federal tax status of the District, the tax exempt character or marketability  of the Series 2019A Bonds or the contemplated offering prices thereof.

Expenses.

The District agrees to pay from the proceeds of the Series 2019 Bonds, and the Underwriter shall be under no obligation to pay, all expenses incident to the performance of the District's obligations hereunder, including but not limited to (1) the cost of the preparation, printing or other reproduction (for distribution prior to, on or after the date of acceptance of this Bond Purchase Agreement) of a reasonable number of copies of the Preliminary Official Statement and the Official Statement; (2) the fees and disbursements of Bond Counsel, District Counsel, Governmental Management Services - Central Florida, LLC as Assessment Consultant and any other experts or consultants retained by the District, including, but not limited to, the fees and expenses of the District Manager; (3) the fees and disbursements of the Trustee, Bond Registrar and Paying Agent  under the Resolution;  (4) charges by rating agencies for the rating of the Series 2019 Bonds; and (5) out-of-pocket expenses of the District.

The Underwriter shall pay (1) the cost of qualifying the Series 2019 Bonds for sale in various states chosen by the Underwriter and the cost of preparing or printing any Blue Sky and legal investment memoranda to be used in connection with such sale; and (2) out-of-pocket expenses, including advertising, incurred by them in connection with their offering and distribution of the Series 2019 Bonds, and including the fees and expenses of Underwriter's Counsel.
In the event that either the District or the Underwriter shall have paid obligations of the other as set forth in this Section, adjustment shall be made at or prior to Closing.

No Adviso ry or Fiduciar  y Role.	The  District  acknowledges  and  agrees that
the purchase and sale of the Series 2019A Bonds pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction between the District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as an advisor (including, without limitation, a Municipal  Advisor  (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act), agent or fiduciary of the District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the District with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter or any affiliate of the Underwriter has provided other services or is currently providing other services to the District on other matters) and the Underwriter  has no obligation  to the District  with respect  to the offering contemplated hereby

except the obligations expressly set forth in this Bond Purchase Agreement, (iv) the District has consulted its own legal, financial and other advisors to the extent it has deemed appropriate in connection with the offering of the Series 2019A Bonds, (v) the Underwriter has financial and other interests that differ from those of the District, and (vi) the District has received the Underwriter's G-17 Disclosure Letter.

Notices. All notices, demands and formal actions hereunder shall be in writing and mailed, telegraphed or delivered to:

The Underwriter:	MBS Capital Markets, LLC
4890 West Kennedy Boulevard, Suite 288
Tampa, Florida 33609 Attn: Edwin M. Bulleit

The District:	Viera East Community Development District
c/o Governmental Management Services - Central Florida, LLC
13574 Village Park Drive, Suite 265
Orlando, FL 32837
Attn: Jason Showe, District Manager Phone: (407) 841-5524
Copy to District Counsel:
Shutts & Bowen LLP
300 South Orange Avenue, Suite 1600
Orlando, Florida 32801 Attn: Brian Jones, Esq.

Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Issuer and the Underwriter (including the successors or assignees of the Issuer or the Underwriter) and no other party or person shall acquire or have any  right hereunder  or by  virtue hereof. All representations, warranties, covenants and agreements in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) the delivery of and payment for the Series 2019 Bonds pursuant to this Bond Purchase Agreement; or (iii) any termination of this Bond Purchase Agreement but only to the extent provided by the last paragraph of Section 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 Agreement shall become effective upon the execution of the acceptance hereof by the Chairman and shall be valid and enforceable at the time of such acceptance.

Counterparts. This Bond Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.

Headin gs. The headings of the sections of this Bond Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof.

Florida Law Governs. The validity, interpretation and performance of this Bond Purchase Agreement shall be governed by the laws of the State of Florida.

Truth In Bondin g Statement. Pursuant to the provisions of Section 218.385(2) and (3), Florida Statutes, as amended, the Underwriter provides the following truth-in-bonding statement:

The Issuer is proposing to issue$_ _ _ _ _ of its Special Revenue Assessment
Bonds, Series 2019A Bonds and$ 	Special Revenue Assessment Bonds, Series 2019B Bonds (collectively, the "Series 2019 Bonds"), for the purposes of (i) paying Costs of the Series 2019 Project, (ii) paying capitalized interest on the Series 2019A Bonds, (iii) paying funded interest on the Series 2019B Bonds, (iv) funding deposits to the Series 2019A and Series 2019B Reserve Accounts, and (iv) paying the costs of issuance of the Series 2019 Bonds. This obligation is expected  to be repaid over a period of approximately_ years.  At a true interest
cost of  approximately 		%,  total  interest  paid  over  the  life  of  the  obligations   will  be
_$	_	_	_	_

The sources of repayment for the Series 2019 Bonds are the Pledged Revenues (as described in Paragraph 1 hereof). Authorizing this obligation will result in an average of approximately $  ·	not being available to finance other services of the Issuer every year for approximately _ years.
Establishment of Issue Price.

The Underwriter agrees to assist the Issuer in establishing the issue price of the Series 2019A Bonds and shall execute and deliver to the Issuer at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit F, 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 Series 2019A Bonds.

Except as otherwise set forth in Schedule A to Exhibit F attached hereto, the Issuer will treat the first price at which 10% of each maturity of the Series 2019A Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest  rates apply within a maturity, each separate CUSIP number  within that maturity  will be subject  to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Series 2019A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2019A Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Series 2019A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Series 2019A Bonds of that maturity or until all Series 2019A Bonds of that maturity have been sold to the public.

The Underwriter confirms that it has offered the Series 2019A Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or  prices  (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule A  to Exhibit F attached hereto, except as otherwise set forth therein. Schedule A to Exhibit F also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2019A Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of  the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2019A Bonds, the Underwriter will neither offer nor sell unsold Series 2019A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the follo ing:

the close of the fifth (5th) business day after the sale date; or

the date on which the Underwriter has sold at least 10% of that maturity of the Series 2019A Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the Issuer when it has sold 10% of  that maturity of the Series 2019A Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.

The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Series 2019A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Series 2019A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2019A Bonds of that maturity or all

Series 2019A Bonds of that maturity have been sold to the public and (B) comply with the hold­ the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series 2019A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Series 2019A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Series 2019A Bonds.

The Underwriter acknowledges that sales of any Series 2019A 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 Issuer (or with the lead underwriter to form  an  underwriting  syndicate) to participate in the initial sale of the Series 2019A 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 Series 2019A 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 Series 2019A Bonds to the public),

a purchaser of any of the Series 2019A 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 Agreement by all parties.

[Remainder of page intentionally left blank]

Entire Agreement. This Bond Purchase Agreement when accepted by you in writing as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Issuer and the Underwriter (including the successors  or assigns of the Issuer or the Underwriter). No other person shall acquire or have any right hereunder or by virtue hereof.
Very truly yours,

MBS CAPITAL MARKETS, LLC

By:,_ _

_ _ _

_ _ _

_ _ _

_ _ _ _

Name: Edwin M. Bulleit Title:	Managing Partner

Accepted by:

VIERA EAST COMMUNITY DEVELOPMENT DISTRICT

By: 	_ Name:
Title:	Chairman

EXHIBIT A

MATURITIES, AMOUNTS, INTEREST RATES, AND YIELDS

$-----**
Special Revenue Assessment Bonds, Series 2019A (Tax-Exempt)

$	Serial Series 2019A Bonds

Maturity
(May 1)	Amount

Interest Rate

$_ _ _

_   _  _ _ % Series 2019A Term Bond Due May 1, 20_  - Yield:  	

- CUSIP No. _ _ _

$_ _

_ _ _ **

Special Revenue Assessment Bonds, Series 2019B (Taxable)

$_ _ _

_   _  _ _ % Series 2019B Term Bond Due May 1, 20_  - Yield:  	

- CUSIP No. 		_

REDEMPTION PROVISIONS

Optional Redemption. The Series 2019A Bonds maturing on or prior to May 1, 20_ are not subject to redemption at the option of the District  prior to  their stated  dates of  maturity. The Series 2019A Bonds maturing on or after May 1, 20_ are subject to redemption prior to maturity at the option of the District in whole or in part at any time (less than all Series 2019A Bonds to be selected by lot) on or after May 1, 20_ at the Redemption Price of 100% of the principal amount being redeemed, together with accrued interest to the date of redemption.
Mandatory Redemption in Part. The Term Series 2019A Bond maturing May 1, 20_ is also subject to mandatory redemption in part on May 1, 20_ and each May 1 thereafter, in the years

and amounts set forth in the following table, at a Redemption Price of 100% of the principal amount being redeemed plus accrued interest to the redemption date:

May 1 of the Year

Sinking Fund Installment

*Final maturity

The Term Series 2019B Bond maturing May 1, 20_ is also subject to mandatory redemption in part on May 1, 20_ and each May 1 thereafter, in the  years and  amounts  set forth in the following table, at a Redemption Price of 100% of the principal amount being redeemed plus accrued interest to the redemption date:

May 1 of the Year

Sinking Fund Installment

*Final maturity

Extraordi naru Redem ption in Part. The Series 2019 Bonds are subject to extraordinary mandatory redemption in part on any date at a Redemption Price of 100% of the principal amount being redeemed plus accrued interest to the redemption date upon [TO COME]

EXHIBITB

VIERA EAST COMMUNITY DEVELOPMENT DISTRICT
(Brevard County, Florida)

$_ _ _ _ *

$_ _

_ _ _ *

Special Revenue Assessment Bonds,
Series 2019A
(Tax-Exempt) (Bank Qualified)

Special Revenue Assessment Bonds,
Series 2019B (Taxable)

DISCLOSURE STATEMENT

August _..J 2019

Viera East Community Development District Brevard County, Florida

Ladies and Gentlemen:

Pursuant to Chapter 218.385, Florida Statutes, and with respect to the issuance of the above-referenced Series 2019 Bonds (the "Series 2019 Bonds"), MBS Capital Markets, LLC (the "Underwriter"), having purchased the Series 2019 Bonds pursuant to a Bond Purchase Agreement dated 	(the "Purchase Agreement") between the Underwriter and Viera East Community Development District (the "District''), makes the following disclosures in connection with the limited public offering and sale of the Series 2019 Bonds:

The total underwriting discount paid to the Underwriter pursuant to the
Purchase Agreement is $_ _ _ _ _ _ {_% ).

The total amount of expenses estimated to be incurred by the Underwriter in

connection with the issuance of the Series 2019 Bonds is$ _ _ _ _ _
these expenses is attached hereto as Schedule I.

_. An itemization of

There are no "finders" as such term is used in Sections 218.385 and 218.386, Florida Statutes, in connection with the issuance of the Series 2019 Bonds.

The components of the Underwriter's discount are as follows:

Management Fee:	$    

or	$_	_	_

Takedown: Expenses:

$ 	_
$ _

or	_$ _	_	_
or	$_ _ _

There are no other fees, bonuses, or other compensation estimated to be paid by the Underwriter in connection with the Series 2019 Bonds to any person not regularly employed or retained by the Underwriter, except the fees of Bryant Miller Olive P.A. counsel to the
Underwriter, in an amount not to exceed $	, plus $ 	for expenses.

The name and address of the Underwriter is set forth below:

MBS Capital Markets, LLC
4890 West Kennedy Boulevard, Suite 288
Tampa, Florida 33609

We understand that you do not require any further disclosure from the Underwriter, pursuant to Section 218.385(6), Florida Statutes, as amended.

Very truly yours,

MBS CAPITAL MARKETS, LLC

By:_   _	_

_	_	_	_

_	_	_	_	_	_

Name: Edwin M. Bulleit Title:	Managing Partner

SCHEDULE I

ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER

Underwriter's Counsel	$
Underwriter's Counsel Expenses Travel Expenses Communication
Day Loan
Clearance & Settlement Charges CUSIP/DTC
Computer Contingency
Total	$

25862/082/01494478.DOCv3

Schedule 1-1

EXHIBITC CERTIFICATE OF DISTRICT
The  undersigned,   as  Chairman   of   and   an   Assistant   Secretary   to,   the  Board  of
Supervisors of Viera East Community Development District (the "District"), a local unit of special-purpose government duly established and validly existing under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, as amended (the "Act"), and by rule of the Florida Land and Water Adjuciatory Commission, effective April 16, 1991, does hereby certify to MBS Capital Markets, LLC (the "Underwriter") in
satisfaction of Section 8(c)(5) of the Bond Purchase Agreement, dated	2019, with
the District (the "Bond Purchase Agreement")  in connection with the issuance by the District of
$ 	aggregate  principal  amount of  its Special  Revenue  Assessment  Bonds, Series
2019A  and  $_  _   _  _  _	aggregate  principal  amount  of  its  Special  Revenue  Assessment
Bonds, Series 2019B (collectively, the "Series 2019 Bonds"), as follows (terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Bond Purchase Agreement):
Paul McCarthy is the duly appointed and acting Chairman of, and Jason Showe, as the acting District Manager and a duly appointed Assistant Secretary to, the Board of Supervisors of the District.

The following named persons are as of the date hereof the duly elected, qualified and acting members of the Board of Supervisors of the District:

Name
Paul McCarthy David Bedwell Jo Walsh
William "Bill" Oakley
Melinda Thomsen

Title Chairman Vice Chair Treasurer Secretary
Assistant Secretary

Term Expires
November, [2018]
November, [2018]
November, 2020
November, 2020
November, 2020

The following named persons are the only designated, elected or appointed, qualified and acting officers of the Board of Supervisors of the District, holding the office of appointment set forth opposite their names, respectively:

Name
Paul McCarthy David Bedwell Joe Walsh
William "Bill" Oakley
Melinda Thomsen

Title Chairman Vice Chair Treasurer Secretary
Assistant Secretary

Each of said persons since his or her appointment as aforesaid has been and now is the

duly designated and qualified officer of the Board of Supervisors of the District holding the office set forth opposite his name, if required to file an oath of office, has done so, and if legally required to give a bond or undertaking has filed such bond or undertaking in form and amount required by law.
The seal, an impression of which appears below, 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 of Supervisors of the District, at duly called and held meetings of the
Board  of  Supervisors  of  the  District on	, 2019, duly adopted Resolution No.

2019- J a true and correct copy of which is attached hereto (the "Resolution"),  which  Resolution remains in full force and effect on the date hereof.
The Board of Supervisors of the District, at a duly called and held meeting of the Board of Supervisors of the District on May 29, 2001, August 6, 2001, September 26, 2002, September 26, 2002, December 3, 2002, March 17, 2016, April 28, 2016 and August , 2019, duly adopted  Resolution  Nos.  2001-04, 2001-06, 2002-07, 2002-08, 2003-03, 2016-07, 2016-03 and 2019- , respectively, true and correct copies of which are attached hereto (collectively, the "Assessment Resolutions"), which Assessment Resolutions remain in full force and effect on the date hereof.

The District has complied with the provisions of Chapters 190 and 197, Florida Statutes related to the imposition, levy, collection and enforcement of the Benefit Assessments.

Upon authentication and delivery of the Series 2019 Bonds, the District will not be in default in the performance of the terms and provisions of the Resolution.

Each of the representations and warranties made by the District in the Bond Purchase Agreement is true and accurate on and as of this date.
The District has complied with all the agreements and satisfied all the conditions on its part to be complied with on or before the date hereof for delivery of the Series 2019 Bonds pursuant to the Bond Purchase Agreement and the Resolution.
To the best of our knowledge, since the date of the Official Statement, no material and adverse change has occurred in the business, properties, other assets and financial position of the District or results of operations of the District; and to the best of our knowledge, the District has not, since the date of the Official Statement, incurred any material liabilities other than as set forth in or contemplated by the Official Statement.

To the best of our knowledge, the statements appearing in the Official Statement did not as of its date and do not as of the date hereof contain an untrue statement of a material fact or omit to state a material fact required to be included therein or necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that no representation is made with respect to information concerning the Underwriter, The Depository Trust Company or its book-entry system. Subject

to the foregoing limitations, nothing has come to our attention which would lead us to believe that the Official Statement, as of its date or as of the date hereof contained  an untrue statement of a material fact, or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made not misleading.

Except as set forth in the Official Statement, no litigation or other proceedings are pending or to the knowledge of the District threatened against the District in or before any agency, court or tribunal, state or federal, (a) restraining or enjoining or seeking to restrain or enjoin the issuance, sale, execution or delivery of any of the Series 2019 Bonds or the imposition, levy and collection of the Benefit Assessments or the pledge thereof to the payment of the principal of and premium, if any, and interest on the Series 2019 Bonds, (b) questioning or affecting the validity of any provision of the Series 2019 Bonds, the Resolution, the Bond Purchase Agreement, the Benefit Assessments, the Continuing Disclosure Certificate, as those documents are defined in the Bond Purchase Agreement, (c) questioning or affecting the  validity of any of the proceedings or the authority for the authorization, sale, execution or delivery of the Series 2019 Bonds, (d) questioning or affecting the organization or existence of the District or the title of any of its officers to their respective offices or any powers of the District under the laws of the State of Florida, (e) contesting or affecting the Benefit Assessments, (f) contesting the accuracy or completeness of the Preliminary Official Statement or the Official Statement or any amendment or supplement thereto, (g) contesting the exclusion of interest on the Series 2019A Bonds from federal income taxation, (h) contesting the exemption from taxation of the Series 2019 Bonds and the interest thereon under Florida law or the legality for investment therein, or (i) contesting or affecting the Series 2019 Project.

IN WITNESS WHEREOF, we have hereunder set our hands this_ dayof August, 2019.

By:._ _ _

_ _ _

_ _ _ _ _

_ _ _ _ _ _

Chairman, Board of Supervisors
Viera East Community Development District

By:_   _	_	_

_	_	_	_	_	_	_

_	_	_	_

Assistant Secretary to Board of Supervisors

EXHIBITD

FORM OF DISTRICT COUNSEL OPINION

_  _   _   _   _   _, 2019

Board of Supervisors
Viera East Community Development District Brevard County, Florida
MBS Capital Markets, LLC Tampa, Florida
Re:	$_  _   _  _  _	Viera East Community Development District (Brevard County;
Florida) Special Revenue Assessment Bonds, Series 2019A (Tax-Exempt) (Barik Qualified)  and  $_  -   -   -   Viera  East  Community   Development   District (Brevard County, Florida) Special Revenue Assessment Bonds, Series 2019A (Taxable)

Ladies and Gentlemen:

We serve as Issuer's Counsel to the Viera East Community Development District (the "District"), a local unit of special purpose government established pursuant to the laws of the State of Florida (the "State"), in connection with the authorization, issuance and sale of the above-referenced Series 2019 Bonds and the execution and delivery of that certain Bond Purchase Agreement dated ----.J 2019 (the "Purchase Agreement") by and between the District and MBS Capital Markets, LLC (the "Underwriter"). The Series 2019 Bonds are authorized to be issued under and pursuant to Chapter 190, Florida Statutes, as amended (the "Act"), by rule of the Florida Land and Water Adjudicatory Commission effective April 16, 1991 (the "Establishing Rule"), the Amended and Restated General Special Revenue  Assessment Bond Resolution adopted by the District's Board of Supervisors on January 25, 2012, as amended and supplemented from time to time, and particularly as supplemented by the Second Supplemental Resolution adopted by the District's Board of Supervisors on July _, 2019 (collectively, the "Resolution").
The opinions rendered herein are given at the request of the District to comply with the conditions set forth in Section 7(c)(S) of the Purchase Agreement.
All terms used herein in capitalized form and not otherwise defined  herein shall have the same meaning as ascribed to them under the Resolution or the Purchase Agreement, and where defined in both the Resolution shall govern.
We have examined the proceedings of the District pertaining to the authorization of the issuance arid sale of the Series 2019 Bonds and the execution and delivery of the Series 2019

Bonds,  the Purchase  Agreement,  and  the Continuing Disclosure  Certificate dated           ,   2019 (the "Continuing Disclosure Certificate"). We have also examined and relied upon such resolutions, certificates, agreements, documents, representations and opinions, including certificates, representations and opinions of officers and representatives of the various parties participating in this transaction, as we have deemed relevant and necessary in rendering the opinions expressed below. We have also attended various meetings of the District, and have participated in conferences and corresponded, from time to time, with representatives of the District, Bond Counsel, the Underwriter and Underwriter's Counsel relative to the Series 2019 Bonds, the Preliminary Official Statement, the Official Statement and the related bond documents described below. In rendering the following opinions, we have assumed: (1) the authenticity of all agreements, documents and certificates submitted to us as originals; (2) the conformity to the originals of such documents submitted to us as copies; and (3) except with respect to the signatures and authority of officials and officers of the District, the genuineness of the signatures and the due authority of the persons executing the agreements, documents or certificates examined or relied upon by us. We have also assumed the enforceability and performance of the obligations of the Underwriter under the Purchase Agreement. Subject to the qualifications and limitations stated herein, we are of the opinion that:

The District has been duly established and validly exists as a community development district under the laws of the State of Florida, including the Act and the Establishing Rule.
The District has such powers as set forth in the Act and the Establishing Rule with good, right and lawful authority to adopt the Resolution and to execute the Purchase Agreement and to perform its obligations under the terms and conditions set forth therein.
The Resolution has been duly adopted and executed by the District.

The Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the District.
On the date hereof, assuming the due authorization, execution and delivery of such documents by the other parties thereto, as applicable, the Resolution, the Purchase Agreement, and the Continuing Disclosure Certificate constitute legal, valid and binding obligations of the District, enforceable under the laws of the State of Florida in accordance with their respective terms.
The execution and delivery by the District of the Purchase Agreement, the Continuing Disclosure Certificate and the adoption of the Resolution and compliance with the respective provisions thereof do not and will not conflict with, violate, constitute or result in a breach of or default under the Act or, to the best of our knowledge, any agreement or other instrument to which the District is a party or any court order or consent decree to which the District is subject.

The District has duly authorized the distribution and use of the Preliminary Official  Statement  dated-   -   - -  -	2019 (the "Preliminary Official Statement") by the Underwriters in connection with the public offering for sale of the Series 2019 Bonds and has duly authorized the execution of the final Official Statement dated 	,J 2019 (the "Official Statement") and the delivery of the Official Statement to the Underwriter for use in connection with the sale and distribution of the Series 2019 Bonds.
The proceedings undertaken by the District with respect to the Benefit Assessments have been in accordance with applicable Florida law. The District has taken all necessary action to impose, levy and collect the Benefit Assessments on an annual basis as described in the Official Statement. The Benefit Assessments are legal, valid and binding first liens upon the property against which such Benefit Assessments are made, coequal with the lien of all state, county and municipal taxes, and superior in dignity to all other liens,  titles and claims against said property, until paid.
To the best of our knowledge, and except as disclosed in the Official Statement, there is no litigation pending or threatened against the District (i) seeking  to restrain or enjoin the issuance, sale or delivery of the Series 2019 Bonds or the application of the proceeds thereof in accordance with the Resolution; (ii) seeking to restrain or enjoin the imposition, levy or collection of the Benefit Assessments pledged for the payment of the debt service on the Series 2019 Bonds; (iii) contesting or affecting the authority for the issuance of the Series 2019 Bonds or the validity or enforceability of the Series 2019 Bonds, the Resolution, the Purchase Agreement, or the transactions contemplated thereunder; (iv) contesting or affecting the establishment or existence of the District, the title or office of any of its Supervisors or officers, or any of the powers of the District, including its power to enter into the Resolution, the Purchase Agreement or its power to collect and pledge the Benefit Assessments; (v) contesting or affecting the exclusion from gross income for federal income tax purposes of interest on the Series 2019 Bonds; or (vi) contesting or affecting the exemption under the Act of the Series 2019 Bonds and the interest thereon from taxation imposed by the State of Florida, or the legality of  investment in the Series 2019 Bonds for certain investors as provided in the Act.
To the best of our knowledge, as of the date hereof, all necessary consents or approvals from or filings with any governmental authority or other public entity, required  for  the adoption of the Resolution and the execution and delivery of the Purchase Agreement  and the Resolution (except for any necessary "Blue Sky" filings or registrations, upon which matter we express no opinion as referenced below), and for the performance by the District of the transactions required hereby, have been duly obtained or made and are in full force and effect.
To our knowledge, based upon our review of the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, as of the date hereof, nothing has come to our attention which would lead us to believe that the Official Statement when taken as a whole, contains an untrue statement of a material fact or omits to state a material fact necessary  to make the statements contained therein, in light of the circumstances under which they were

made, not misleading (except for the financial information and statistical data contained in the Official Statement, the Appendices thereto, the information regarding the Underwriter, The Depository Trust Company, or its book-entry system, or those matters contained in opinions of Bond Counsel, as to all of which no opinion is expressed).
The opinions herein are limited to matters of law. We do not express any opinion concerning any law other than the laws of the State of Flori.da. Accordingly, we express no opinion, nor make any statement regarding the effect or application of the laws of  any other state or jurisdiction. No opinion is expressed with regard to any document or agreement not governed by Florida law. In addition, we express no opinion with respect to the exclusion from gross income for federal income tax purposes of interest on the Series 2019A Bonds or with respect to any exemption of the Series 2019 Bonds and the interest thereon from taxes of the State of Florida.
We offer no opinion as to the applicability or effect of any (i) federal or state taxes or tax laws; rules or regulations (including, but not limited to, as they relate to taxation of income), (ii) federal or state securities laws, rules or regulations, (iii) pension or employee benefit laws, rules or regulations, (iv) environmental laws, (v) the USA Patriot Act, (vi) administrative decisions, rules or regulations of any county, municipality or political subdivision, or (vii) judicial decisions to the extent that they deal with any of the foregoing.
We do not express any opinion as to the enforceability or effect of any document other than the Resolution, the Series 2019 Bonds, the Purchase Agreement, the Continuing Disclosure Certificate executed by the District, even if any such document may be incorporated by reference in any of the foregoing documents.
All opinions as to the enforceability of legal obligations of the District set forth herein are subject to and limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance  and other similar statutes, rules, regulations or other laws, in each case relating to or affecting creditors' rights and remedies generally and (b) the unavailability of, or limitation  on the availability of, a particular right or remedy (whether in a proceeding in equity or at law) because of an equitable principle or a requirement as to commercial reasonableness, conscionability, or good faith. Provisions regarding remedies available on default by  the District are subject to applicable evidentiary and procedural requirements under the laws of the State of Florida. The enforceability of the foregoing and the availability of certain rights or remedies provided for therein may be affected or limited by the power of the courts to award damages in lieu of granting equitable remedies and of powers of courts to deny enforcement of remedies based upon public policy.
We do not express any opinion as to the applicability of any approvals, consents and orders as may be required under the Blue Sky or securities laws or legal investment laws of any state in connection with the offering and sale of the Series 2019 Bonds or in connection with the registration of the Series 2019 Bonds under the federal securities laws.

With respect to the information in the Official Statement, we have not undertaken any independent investigation or verification of, and therefore are not passing upon or assuming responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement (except to the extent expressly set forth in this opinion). Furthermore, we have not been requested to and do not express any opinion regarding financial and other statistical data included in the Official Statement, including, but not limited to, the Appendices thereto.
This opinion should not be deemed or treated as an offering memorandum, prospectus or official statement, and is not intended in any way to be a disclosure document in connection with the issuance, sale or delivery of the Series 2019 Bonds.
In rendering this opinion, we have not acted as a municipal advisor to the District nor engaged in municipal advisory activities with respect to the issuance, sale or purchase of municipal securities or municipal financial products, including the Series 2019 Bonds. We render this opinion as of the date hereof and do not undertake or assume any obligation to update any matters contained herein or supplement such opinion to reflect any changes in facts or circumstances that may hereafter come to our attention or any changes in laws, statutes, ordinances, rules or regulations that may hereafter occur even though such change may affect one or more of the opinions expressed herein. This opinion is furnished by us as Issuer's Counsel to the District as part of our legal advice and services of a traditional legal nature offered to the District from time to time with respect to municipal debt. This opinion is solely  for the benefit of the addressees in connection with the issuance and sale of the Series 2019 Bonds and shall not extend to, and may not be relied upon by, any other person or entity (regardless of whether such other person or entity is related to or affiliated with any of the addressees) without the express written consent of Shutts & Bowen LLP. Except with respect to the District, the delivery of this opinion to the addressees does not, and shall not be deemed to, create an attorney-client relationship.
We hereby consent to the references to our firm in the Official Statement.
Very truly yours, SHUTTS & BOWEN LLP
Orlando, Florida

EXHIBITE

CERTIFICATE OF
GOVERNMENTAL MANAGEMENT SERVICES - CENTRAL FLORIDA, LLC

I, Jason Showe, [TITLE] of Governmental Management Services - Central Florida, LLC, do hereby certify to Viera East Community Development District (the "District") and MBS Capital Markets, LLC (the "Underwriter") in connection with the issuance, sale and delivery by the District  on  this date of $ 	aggregate principal amount  of  its Special  Revenue
Assessment Bonds, Series 2019A and$_  _  _  _  _   aggregate principal amount of its Special
Revenue Assessment Bonds, Series 2019B (collectively, the "Series 2019 Bonds") as follows (terms used and not otherwise  defined  herein shall have the meaning  ascribed  to such term  in
the  Official  Statement  dated  _  _   _ _  _ 	, 2019 (the "Official Statement")  of  the  District
relating to the Series 2019 Bonds):

Governmental Management Services - Central Florida, LLC has been retained by the District to serve as District Manager and Assessment Consultant to the District;

Governmental Management Services - Central Florida, LLC consents to the references to the firm in the Official Statement; and

The information contained in the Official Statement under the caption "SECURITY FOR THE SERIES 2019 BONDS - Assessment of Benefits and Levy of Benefit Assessments," "THE DEVELOPMENT, THE SYSTEM AND SERIES 2019 PROJECT COMPONENT AREA - Series 2019 Project Component Area" and "ENFORCEMENT OF ASSESSMENT COLLECTIONS" are 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.

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

GOVERNMENTAL MANAGEMENT SERVICES - CENTRAL FLORIDA, LLC
By:  . 	                                                                      Name: Jason Showe
Its:	 	

EXHIBIT F

VIERA EAST COMMUNITY DEVELOPMENT DISTRICT
(Brevard County, Florida)

$_ _ _ _ *

$_ _

_ _ _ *

Special Revenue Assessment Bonds, Series 2019A
(Tax-Exempt) (Bank Qualified)

Special Revenue Assessment Bonds, Series 2019B
(Taxable)

ISSUE PRICE CERTIFICATE

The undersigned, on behalf of MBS CAPITAL MARKETS, LLC ("MBS"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the "Bonds"). Capitalized terms shall have the meaning ascribed in Section 3 hereof.
The Underwriter and the District entered into a Bond Purchase Agreement on the Sale Date in connection with the sale of the Bonds (the "Bond  Purchase Agreement"). Pursuant to the terms of the Bond Purchase Agreement, the Underwriter made a bona fide limited  offering of all of the Bonds to a portion of the Public representing accredited investors as required by Florida law at the prices or yields for each such maturity as shown on the inside cover page of the Official Statement, dated 	, 2019, relating to the Bonds.

Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, if any, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A-1.

Initial Offe ring Price of the Hold-the-Offe ring-Price Maturities. (a) The Underwriter offered the Hold-the-Offering-Price Maturities, if any, to the Public for purchase at the respective initial offering prices listed in Schedule A-2 (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.

As set forth in the Bond Purchase Agreement, the Underwriter has agreed in writing that, for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the­ offering-price rule"). Pursuant to such agreement, the Underwriter has not offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

The Maturities set forth on Schedules A-1 and A-2 are all of the Maturities of the
Bonds.

Defined Terms. (a) General Rule Maturities means those Maturities, if any, of the Bonds listed in Schedule A-1 hereto as the "General Rule Maturities."

Hold-the-Offering-Price Maturities means those Maturities, if any, of the Bonds listed in Schedule A-2 hereto as the "Hold-the-Offering-Price Maturities."
Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business
day after the Sale Date (,_	_	_	_	-..J  2019), or (ii) the date on which the Underwriter has sold
at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
District means Viera East Community Development District.

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 a Statutory Underwriter or a related party to a Statutory 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.
Sale Date means the first day on which there is a binding contract in writing for
the sale of a Maturity of the Bonds.  The Sale Date of the Bonds is _  _ _  _	_,J	2019.

Statutory Underwriter means (i) any person that agrees pursuant to a written contract with the District 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).
Reserve Account. A reserve account in an amount equal to the Series 2019A Reserve Account Requirement was necessary in order to market and sell the Bonds given the nature of the Bonds which are secured by special assessments and the delinquent assessment collection procedures related thereto.

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 District with respect to certain of the representations set forth in the Tax Certificate executed by the District in connection with the issuance, sale and delivery of the

Bonds 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 District from time to time relating to the Bonds.

MBS CAPITAL MARKETS, LLC

By:_ _ _

_ _ _ _

_ _ _

_ _ _ _ _

Edwin M. Bulleit, Managing Partner

Dated: August J	2019

SCHEDULE A-1
SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached or if None so state)

SCHEDULE A-2

INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES

(Attached or if None so state)

SCHEDULEB
PRICING WIRE OR EQUIVALENT COMMUNICATION

(Attached)

FORM8038G STATISTICS

(Attached)

EXH1BITC PRELIMINARY OFFICIAL STATEMENT

ACTIVE 42902576v6

PRELIMINARY OFFICIAL STATEMENT DATED JULY_, 2019

NEW ISSUE- BOOK-ENTRY ONLY	RATING:  S&P "BBB+"
(See "RATING" herein)
In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming continuing compliance with certain tax covenants, under existing statutes, regulations, rulings and court decisions, interest on the Series 2019A Bonds (as hereinafter defined) is excludable from gross income for federal income tax purposes. Further, interest on the Series 2019A Bonds will not be an item of tax preference for purposes of the alternative minimum tax imposed on individuals . See "TAX MATTERS" herein for a description of certain other federal tax consequences of ownership of the Series 2019A Bonds. Bond Counsel is further of the opinion that the Series 2019A Bonds and the income thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. INTEREST ON THE SERIES 2019B BONDS IS NOT EXCLUDABLE FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. See "TAX MATTERS" for
a description of certain other tax consequences to the Series 2019 Bonds .
VIERA EAST COMMUNITY DEVELOPMENT DISTRICT
(Brevard County, Florida)

_$ _

_    _	•

_$ _ _

_    _	•

Special Revenue Assessment Bonds, Series 2019A	Special Revenue Assessment Bonds, Series 20198 (Tax-Exempt) (Bank Qualified)		(Taxable)
Dated:  Date of Delivery	Due: May 1, as shown below
Viera East Community Development District (Brevard County, Florida) Special Revenue Assessment Bonds, Series 2019A (the "Series 2019A Bonds") and Viera East Community Development District (Brevard County, Florida) Special Revenue Assessment Bonds, Series 2019B (the "Series 2019B Bonds" and together with the Series 2019A Bonds, the "Series 2019 Bonds") are being issued by the Viera East Community Development District (the "District") only in fully registered form, without coupons, in denominations of $5,000 and any integral multiple thereof. The Series 2019 Bonds will bear interest at the fixed rates set forth on the inside cover, payable semi-annually on each May 1 and November 1, commencing November 1, 2019. The Series 2019 Bonds, when issued, will be registered in the name of Cede & Co., as owner and nominee for The Depository Trust Company ("OTC"), New York, New York. Purchases of beneficial interests in the Series 2019 Bonds will be made in book-entry form. Accordingly, principal of and interest on the Series 2019 Bonds will be paid from the Pledged Revenues (as hereinafter defined) by U.S. Bank National Association, Orlando, Florida as trustee and paying agent (the "Trustee" or "Paying Agent") directly to OTC as the registered owner thereof. Disbursements of such payments to the OTC Participants is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of OTC Participants and the Indirect Participants, as more fully described herein. Any purchaser of a beneficial interest in a Series 2019 Bond must maintain an account with a broker or dealer who is, or acts through, a OTC Participant to receive payment of the principal of and interest on such Series 2019 Bond. See "DESCRIPTION OF THE SERIES 2019 BONDS - Book-Entry System" herein.
The Series 2019 Bonds are being issued by the District, a local unit of special purpose government of the State of Florida, created in accordance
with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") by rule of the Florida Land and Water Adjudicatory Commission, effective April 16, 1991. The Series 2019 Bonds are being issued pursuant to the Act and an Amended and Restated General Special Revenue Assessment Bond Resolution of the District adopted on January 25, 2012 (the "General Resolution"), as amended and supplemented from time to time, and particularly as supplemented by a Second Supplemental Resolution adopted on July_, 2019 (the "Series Resolution" and, together with the General Resolution, the "Resolution") authorizing the issuance of the Series 2019 Bonds . The Series 2019 Bonds are equally and ratably secured under the Resolution by a pledge of and lien upon, (i) Benefit Assessments levied by the District and permitted by the Act to secure the Series 2019 Bonds and related expenses, (ii) Net Revenues (as defined herein) derived from the District's system of recreational trails, bike paths, public parks and public golf course (the "System"), and (iii) all amounts held in any Fund or Account under the Resolution except for the Series 2019 Account in the Rebate Fund (collectively, the "Pledged Revenues"). The pledge of the Pledged Revenues shall be on a parity with the Series 2012 Bonds (as defined herein), which are the only Bonds currently outstanding under the Resolution.
The Series 2019 Bonds are being issued to provide funding for (i) paying Costs of  the Series 2019  Project,  as more  particularly  described  herein, (ii) paying capitalized interest on the Series 2019A Bonds and funded interest on the Series 2019B Bonds, (iii) funding deposits to the Series 2019A and Series 2019B Reserve Accounts, and (iv) paying the costs of issuance of the Series 2019 Bonds, which may include the cost of a bond insurance premium, if any. See "ESTIMATED SOURCES AND USES OF SERIES 2019 BOND PROCEEDS" and "THE DEVELOPMENT, THE SYSTEM AND SERIES 2019 PROJECT COMPONENT AREA-The Series 2019 Project" herein.
Pursuant to the Resolution, some or all of the Series 2019 Bonds may be subject to optional, mandatory and extraordinary mandatory redemption as more fully described herein under the caption "DESCRIPTION OF THE SERIES 2019 BONDS - Redemption Provisions."
THE SERIES 2019 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY OUT OF THE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE RESOLUTION AND DO NOT CONSTITUTE AN INDEBTEDNESS OF THE STATE OF FLORIDA, BUT ARE PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR UNDER THE TERMS AND PROVISIONS OF THE RESOLUTION AND THE DISTRICT IS NOT OBLIGATED TO PAY FOR THE SERIES 2019 BONDS EXCEPT FROM SUCH FUNDS. THE ISSUANCE OF THE SERIES 2019 BONDS SHALL NOT DIRECTELY OR INDEIRECTLY OR CONTINGENTLY OBLIGATE THE DISTRICT TO LEVY OR TO PLEDGE ANY OTHER TAXES WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR ITS PAYMENT EXCEPT FROM SUCH FUNDS. THE SERIES 2019 BONDS ARE NOT OBLIGATIONS OR INDEBTEDNESS OF THE DISTRICT, BREVARD COUNTY, FLORIDA, THE CITY OF ROCKLEDGE, FLORIDA, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.
THE SERIES 2019 BONDS INVOLVE A DEGREE OF RISK (SEE "BONDOWNERS' RISKS" HEREIN) AND ARE NOT SUITABLE FOR ALL INVESTORS (SEE "SUITABILITY FOR INVESTMENT," "BONDOWNERS' RISKS" AND "RATING" HEREIN). [THE SERIES 2019 BONDS ARE NOT CREDIT ENHANCED.]

This cover page contains information for quick reference only. It is not, and is not intended to be, a summary of the Series 2019 Bonds. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision.
The Series 2019 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter and subject to the receipt of the approving legal opinion of Greenberg Traurig, P.A., Miami, Florida, Bond Counsel. 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, Shutts & Bowen LLP, Orlando, Florida; and for the Trustee by its counsel, Akerman LLP, Orlando, Florida. It is expected that the Series 2019 Bonds will be delivered in book-entry form through the facilities of The Depository Trust Company, New York, New York on or about August_, 2019.
MBS CAPITAL MARKETS, LLC
Dated: August_, 2019

*Preliminary, subject to change.

25862/082/0l 492920.D0Cv6

MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND INITIAL CUSIP NUMBERS'

$_ _ _

_ _ **

Special Revenue Assessment Bonds, Series 2019A (Tax-Exempt)

$_ _ _

_ Serial Series 2019A Bonds

Maturity
(May 1)	Amount

Interest Rate

Initial
CUSIPNo.

$_ _ _ _

_    % Series 2019A Term Bond  Due May 1, 20_  - Yield:  	

- CUSIP No. 		_

$_ _ _ _

_ **

Special Revenue Assessment Bonds, Series 2019B (Taxable)

$_ _ _

_ _ _ _ %Series 2019B Term Bond Due May 1, 20_ - Yield: _

_    - CUSIP No. 		_

The District is not responsible for the use of CUSIP numbers, nor is any representation made as to their correctness. They are included solely for the convenience of the reader s of this Official Statement .
•• Preliminary, subject to change.

25862/082/01492920.DOCv6

VIERA EAST COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS
Paul McCarthy, Chairman
David Bedwell, Vice Chair Jo Walsh, Treasurer
William "Bill" Oakley, Secretary Melinda Thomsen, Assistant Secretary

DISTRICT MANAGER AND ASSESSMENT CONSULTANT

Governmental Management Services - Central Florida, LLC Orlando, Florida

DISTRICT COUNSEL

Shutts & Bowen LLP Orlando, Florida

BOND COUNSEL

Greenberg Traurig, P.A. Miami, Florida

REGARDING USE OF THIS OFFICIAL STATEMENT
No dealer, broker, salesman or other person has been authorized by the District, the State of Florida or the Underwriter to give any information or to make any representations other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2019 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the District, the District Manager, the District Engineer, the Assessment Consultant and other sources that are believed by the Underwriter to be reliable. The District, the District Engineer and the Assessment Consultant will, at closing, deliver certificates certifying that certain of the information each supplied does not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change with respect to the matters described herein since the date hereof.
The information set forth herein has been obtained from public documents, records and other sources, including the District, 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 official statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, 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 District's expectations, hopes, intentions, or strategies 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. 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.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2019 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY  BE DISCONTINUED AT ANYTIME.
THE UNDERWRITER IS LIMITING THIS OFFERING TO ACCREDITED INVESTORS WITHIN THE MEANING OF THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES. HOWEVER, THE LIMITATION ON THE INITIAL OFFERING TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFER IN ANY SECONDARY MARKET FOR THE SERIES 2019 BONDS.
THE SERIES 2019 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE RESOLUTION 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 SERIES 2019 BONDS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF ANY JURISDICTIONS WHEREIN THESE SECURITIES HAVE BEEN OR WILL BE REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF BY SUCH JURISDICTIONS. NEITHER THE DISTRICT, BREVARD COUNTY, FLORIDA, THE CITY OF ROCKLEDGE, FLORIDA, THE STATE OF FLORIDA NOR ANY OTHER POLITICAL SUBDIVISION OR AGENCY THEREOF HAS GUARANTEED OR PASSED UPON THE MERITS OF THE SERIES 2019 BONDS OR UPON THE PROBABILITY OF ANY EARNINGS THEREON. OTHER THAN THE DISTRICT,  NEITHER  BREVARD COUNTY, FLORIDA, THE CITY OF ROCKLEDGE, FLORIDA, THE STATE OF FLORIDA, NOR ANY OTHER POLITICAL SUBDIVISION THEREOF HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT.
THIS OFFICIAL STATEMENT IS NOT, AND SHALL NOT BE DEEMED TO CONSTITUTE, AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, REAL ESTATE, WHICH MAY ONLY BE MADE PURSUANT TO OFFERING DOCUMENTS SATISFYING APPLICABLE FEDERAL AND STATE LAWS RELATING TO THE OFFER AND SALE OF REAL ESTATE.
THIS PRELIMINARY OFFICIAL STATEMENT 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)(l).

TABLE OF CONTENTS
PAGE

INTRODUCTION	1
SUITABILITY FOR INVESTMENT	2
THE DISTRICT	3
General Information	3
Legal Powers and Authority	3
Board of Supervisors	4
The District Manager and Other Consultants	5
Outstanding Debt of the District	5
DESCRIPTION OF THE SERIES 2019 BONDS	5
General Description	5
Redemption Provisions	6
Book-Entry System	7
Registration, Transfer and Exchange	10
SECURITY FOR THE SERIES 2019 BONDS	11
Introduction	11
Funds and Accounts	11
Assessment of Benefits and Levy of Benefit Assessments	11
Recreational Fees	13
Reserve Account	13
Flow of Funds	14
Additional Bonds	15
THE DEVELOPMENT, THE SYSTEM AND SERIES 2019 PROJECT COMPONENT AREA	16
The Development 	1. 6
The System	17
The Series 2019 Project	17
Assessment Methodology	17
Series 2019 Project Compon nt Area	19
ENFORCEMENT OF ASSESSMENT COLLECTIONS	22
Collection Procedures	22
Sale of Tax Certificates	24
BONDOWNERS' RISKS	26
Limited Pledge	27
Bankruptcy and Related Risks	27
Delay and Discretion Regarding Remedies	27
Determination  of Land Value upon Default.	28
Landowner Challenge of Assessed Valuation	28
Failure to Comply with Assessment Proceedings	29
Other Taxes	29
Inadequacy of Reserve	29
Economic Conditions	30

Damage to District from Natural Disasters	30
Limited Secondary Market	30
Interest Rate Risk; No Rate Adjustment for Taxability	30
IRS Audit and Examination Risk	31
Florida Village Center COD TAM	32
Legislative Proposals and State Tax Reform	33
Loss of Exemption from Securities Registration	33
Performance of District Professionals	34
Mortgage Default and FDIC	34
Voluntary Transfer or Taking by a Government Entity	34
ESTIMATED SOURCES AND USES OF SERIES 2019 BOND PROCEEDS	34
DEBT SERVICE REQUIREMENTS	36
TAX MATTERS-SERIES 2019A BONDS	36
General	36
Original Issue Discount and Premium	38
Changes in Federal and State Tax Law	39
Information Reporting and Backup Withholding	39
TAX MATTERS- SERIES 2019B BONDS	39
General	39
AGREEMENT BY THE STATE	43
LEGALITY FOR INVESTMENT	44
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	44
ENFORCEABILITY OF REMEDIES	44
LITIGATION	44
RATING	45
CONTINUING DISCLOSURE	4.5
UNDERWRITING	45
VALIDATION	46
LEGAL MATTERS	46
FINANCIAL STATEMENTS	46
MISCELLANEOUS ...................................................................................................................................	46

APPENDIX "A" ENGINEER'S REPORT	A-1
APPENDIX "B" MASTER ASSESSMENT METHODOLOGY	B-1
APPENDIX "C" GENERAL AND SERIES 2019 BOND RESOLUTIONS	C-1 APPENDIX "D" PROPOSED FORM OF APPROVING OPINION OF BOND COUNSEL D-1 APPENDIX "E" PROPOSED FORM OF CONTINUING DISCLOSURE CERTIFICATE	E-1 APPENDIX "F" AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR
THE FISCAL YEAR ENDED SEPTEMBER 30, 2018	F-1

VIERA EAST COMMUNITY DEVELOPMENT DISTRICT
(Brevard County, Florida)

$_ _ _

_  *	$_ _ _

_ _*

Special Revenue Assessment Bonds, Series 2019A (Tax-Exempt) (Bank Qualified)

Special Revenue Assessment Bonds, Series 2019B
(Taxable)

INTRODUCTION
The purpose of this Official Statement, including the cover page and appendices hereto, is to set forth certain information in connection with the offering and issuing by the Viera East Community   Development   District   (the   "District")   of its  $ 	* Special Revenue Assessment Bonds, Series 2019A (the "Series 2019A Bonds") and its Special Revenue Assessment Bonds, Series 2019B (the "Series 2019B Bonds" and together with the Series 2019A Bonds, the "Series 2019 Bonds"). The District was created in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), by rule of the Florida Land and Water Adjudicatory Commission, effective April 16, 1991. The District encompasses approximately 2,825 acres of land located in Brevard County, of which approximately 260 acres of land are within the boundaries of the City of Rockledge. The Series 2019 Bonds are being issued pursuant to the Act and an Amended and Restated General Special Revenue Assessment Bond Resolution of the District adopted on January 25, 2012 (the "General Resolution"), as amended and supplemented from time to time, and particularly as supplemented by the Second Supplemental Resolution adopted on July ,J 2019 (the "Series Resolution" and, together with the General Resolution, the "Resolution"). All capitalized terms used in this Official Statement that are defined in the Resolution and not defined herein shall have the respective meanings set forth in the Resolution (see "GENERAL AND SERIES 2019 BOND RESOLUTONS" attached hereto as composite APPENDIX C).
The Series 2019 Bonds are payable solely from and are equally and ratably  secured under the Resolution by a pledge of and lien upon, (i) Benefit Assessments levied by the District and permitted by the Act to secure the Series 2019 Bonds and related expenses ("Benefit Assessments"), (ii) Net Revenues (as defined herein) derived from the District's system of recreational trails, bike paths, public parks and public golf course (the "System"), and (iii) all amounts held in any Fund or Account under the Resolution except for the Series 2019 Account in the Rebate Fund (collectively, the "Pledged Revenues"). The pledge of the Pledged Revenues shall be on a parity with the District's Special Assessment Revenue Refunding Bonds, Series 2012 (the "Series 2012 Bonds"), which are the only Bonds currently outstanding under the Resolution. The General Resolution defines "Bonds" to include the Series 2012 Bonds, the Series 2019 Bonds and any other obligations issued thereunder.

No additional Series of Bonds may be issued under the Resolution having a lien on the Pledged Revenues senior to the lien thereon of the Series 2019 Bonds. There is no provision in the Resolution preventing the District from issuing Bonds under different resolutions or undertaking other projects that are secured by unrelated  special assessments  or other revenues of the District not comprising the Pledged Revenues.
The District was established for the purposes of financing and managing the acquisition, construction, maintenance and operation of a portion of the infrastructure necessary for

community development within the District. The Act authorizes the District to issue bonds for the purposes, among others, of financing, and refinancing the cost of, planning, establishing, acquiring, constructing or reconstructing, enlarging or extending, equipping, operating and maintaining recreational amenities, water management, water supply, sewer and waste water management, bridges or culverts, District roads, landscaping, street lights,  security  facilities, and other basic infrastructure projects within or without the boundaries of the District as provided in the Act.
The Series 2019 Bonds are being issued to provide funding for (i) paying  Costs  of  the  Series 2019 Project, as more particularly described herein, (ii) paying capitalized interest on the Series 2019A Bonds and funded interest on the Series 2019B Bonds, (iii) funding deposits to the Series 2019A and Series 2019B Reserve Accounts, and (iv) paying the costs of issuance of  the  Series 2019 Bonds, which may include the cost of a bond insurance premium, if any. See "ESTIMATED SOURCES AND USES OF SERIES 2019 BOND PROCEEDS" and "THE DEVELOPMENT, THE SYSTEM AND SERIES 2019 PROJECT COMPONENT AREA - The
Series 2019 Project" herein.

The District has agreed and undertaken, for the benefit of the Beneficial Owners of the Series 2019 Bonds, to provide for annual disclosure of certain financial and operating data of the District and disclosure of certain material events, in order to assist the Underwriter  in complying with the secondary disclosure requirements of Rule 15c2-12 of the Securities and Exchange Commission. See "CONTINUING DISCLOSURE" herein and Appendix "E" hereto.
There follows in this Official Statement a brief description of the District, the Series 2019 Project and the Series 2019 Project Component Area, together with summaries of the terms of the Series 2019 Bonds, the Resolution and certain provisions of the Act. All references herein to the Resolution and the Act are qualified in their entirety by reference to such document and statutes and all references to the Series 2019 Bonds are qualified by reference to the definitive forms thereof and the information with respect thereto contained in the Resolution. Copies of the General Resolution and Series Resolution are attached hereto as composite Appendix "C".

This Official Statement speaks only as of its date and the information contained herein is subject to change.

SUITABILITY FOR INVESTMENT

Investment in the Series 2019 Bonds poses certain economic 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 Official Statement. Additional information will be made available to each prospective investor; including the benefit of a site visit to the District, and the opportunity to ask questions of the District, as such prospective investor deems necessary in order to make an informed decision with respect to the purchase of the Series 2019 Bonds. Prospective investors are encouraged to request such

additional  information,  visit  the  District  and  ask such questions.	Such requests should be directed to:

Kevin Mulshine
MBS Capital Markets, LLC
4890 West Kennedy Boulevard, Ste. 288
Tampa, Florida 33609
Ph:  (813) 281-2700 (office)

THE DISTRICT

General Information

The District encompasses approximately 2,825 acres of land located in Brevard County, of which, approximately 260 acres of land are within the boundaries of the City of Rockledge.

Legal Powers and Authority

The District is an independent local unit of special-purpose government created in accordance with the Act, as amended, by rule of the Florida Land and Water Adjudicatory Commission, effective on April 16, 1991. The Act was enacted in 1980 to provide a uniform method for the establishment of community development districts to manage and finance basic community development services, including capital infrastructure required for community developments throughout the State of Florida. The Act provides legal authority for community development districts (such as the District) to finance the acquisition, construction, operations and maintenance of the major infrastructure for community development pursuant to  its  general law charter (sections 190.006 through 190.041, Florida Statutes).

The Act provides that community development districts have the power to issue general obligation, revenue and special assessment revenue debt obligations in any combination to pay all or part of the cost of infrastructure improvements authorized under the Act. The Act further provides that community development districts have the power under certain conditions to levy and assess ad valorem assessments on all taxable real and tangible personal property or non-ad valorem assessments, including the Benefit Assessments, on all taxable real property within their boundaries to pay the principal of and interest on debt obligations issued and to provide for any sinking or other funds established in connection with any such debt obligation issues. Pursuant to the Act, such assessments may be assessed, levied, collected and enforced in the same manner and time as county property taxes.

Among other provisions, the Act gives the District's Board of Supervisors the  authority to (a) finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain systems and facilities for: (i) water management and control for lands within the District and to connect any of such facilities with roads and bridges;  (ii)  water supply, sewer and wastewater management reclamation and re-use systems or any combination thereof and to construct and operate connecting intercept or outlet sewers and sewer mains and

pipes and water mains, conduits, or pipelines in, along, and under any street, alley, highway, or other public place or ways, and to dispose of any effluent, residue, or other byproducts of such system or sewer system; (iii) roads, street lights, alleys, landscaping, hardscaping, and undergrounding of electric utilities, (iv) parks and facilities for indoor and outdoor recreational, cultural and educational uses; (b) borrow money and issue Series 2019 Bonds of the District; (c) levy and collect special assessments; (d) impose and foreclose special assessment liens as provided in the Act; and (e) exercise all other powers, necessary, convenient, incidental or  proper in connection with any of the powers or duties of the District authorized by the Act. .

The Act does not empower the District to adopt and enforce any land use  plans  or zoning ordinances and the Act does not empower the District to grant building permits. These functions are to be performed by general purpose local governments having jurisdiction  over  the lands within the District.

The Act exempts all property owned by the District from levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any owner of lands of the District to pursue any remedy for enforcement of any lien or pledge of the District in connection with such bonds, including the Bonds.

Board of Supervisors

The governing body of the District is its Board of Supervisors (the "Board"), which is composed of five Supervisors (the "Supervisors"). The Supervisors are elected by vote of the landowners of the District. Ownership of the land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number). The Supervisors whose terms are expiring will be elected (as their terms expire) by qualified electors of the District, except as described below. As terms expire, all Supervisors must be qualified electors and are elected to serve staggered terms. If there is a vacancy on the Board, the remaining Board members are to fill such vacancy for the unexpired term.  The  current members of the Board and the expiration of the term of each member are set forth below:

Name Paul McCarthy David Bedwell
Jo Walsh William "Bill" Oakley
Melinda Thomsen

Title Chairman Vice Chair Treasurer Secretary
Assistant Secretary

Term Expires
November, [2018]
November, [2018]
November, 2020
November, 2020
November, 2020

A majority of the members of the Board constitutes a quorum for the purposes of conducting its business and exercising its powers and for all other purposes. Action taken by  the District shall be upon a vote of a majority of the members present unless general law or a rule of the District requires a greater number. All meetings of the Board are open to the public under Florida's open meeting or "Sunshine" law.

The District Manager and Other Consultants

The Act authorizes the Board to hire a District Manager as the chief administrative official of the District. The 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 Act; (ii) maintaining and operating the equipment owned by the District; and (iii) performing such other duties as may be prescribed by the Board.

The Act further authorizes the Board to hire such employees and agents, as it deems necessary. Thus, the District has employed the services of Greenberg Traurig, P.A., Miami, Florida, as Bond Counsel and Shutts & Bowen LLP, Orlando, Florida, as District Counsel.

Outstanding Debt of the District

In addition to the Series 2012 Bonds, the District has previously issued its Water Management Refunding Bonds, Series 2006 (the "Series 2006 Bonds"), pursuant to the General Water Management Bond Resolution adopted by the District on May 21, 1991, as amended and supplemented from time to time. The Series 2006 Bonds are secured primarily by special assessments (the "Series 2006 Assessments") and have no claim or lien on the Pledged Revenues.

DESCRIPTION OF THE SERIES 2019 BONDS

General Description

The Series 2019 Bonds are issuable as fully registered bonds in denominations of $5,000 or any integral multiple thereof. The Series 2019 Bonds will be dated as of their date of delivery and will bear interest from that date at the rates per annum and subject to the redemption provisions set forth below, will mature on the dates and in the amounts set forth on the inside cover page of this Official Statement. Interest on the Series 2019 Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months and will be payable semiannually on each May 1 and November 1, commencing November 1, 2019 (each an "Interest Payment Date").

As further described below, the Series 2019 Bonds will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("OTC"). For so long as OTC or its nominee, Cede & Co., shall be the registered owner of the Series 2019 Bonds, all references in this Official Statement to "Registered Owner," "Series 2019 Bondholder'' or "Owner of the Series 2019 Bonds" shall mean Cede & Co. and shall not mean the Beneficial Owner of the Series 2019 Bonds. The principal of, premium if any, and interest on the Series 2019 Bonds will be payable to the Beneficial Owners (hereinafter defined) in the manner described under the heading "Book-Entry System" below. If DTC or its nominee, Cede & Co. shall no longer be the registered owner of the Series 2019 Bonds, such principal and premium shall be payable when due upon presentation and surrender of the Series 2019 Bonds at the

corporate trust office of the Paying Agent, and interest will be payable by check or draft mailed by the Paying Agent on each Interest Payment Date to the Owners of the Series 2019 Bonds registered as such as of the fifteenth day of the month preceding the Interest Payment Date.
All payments of principal of, redemption premium, if any, and interest  on the Series 2019 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

U.S. Bank National Association, Orlando, Florida, is the initial Trustee, Paying Agent and Registrar for the Series 2019 Bonds.

Redemption Provisions

Outional Redemption. The Series 2019A Bonds maturing on or prior to May 1, 20_ are not subject to redemption at the option of the District prior to their  stated  dates of  maturity. The Series 2019A Bonds maturing on or after May 1, 20_ are subject to redemption prior to maturity at the option of the District in whole or in part at any time (less than all Series 2019A Bonds to be selected by lot) on or after May 1, 20_ at the Redemption Price of 100% of the principal amount being redeemed, together with accrued interest to the date of redemption.

Manda ton1 Redemption in Part. The Term Series 2019A Bond maturing May 1, 20_ is also subject to mandatory redemption in part on May 1, 20_ and each May 1 thereafter, in the years and amounts set forth in the following table, at a Redemption Price of 100% of the principal amount being redeemed plus accrued interest to the redemption date:

May 1 of the Year

Sinking Fund Installment

*Final maturity

The Term Series 2019B Bond maturing May 1, 20_ is also subject to mandatory redemption in part on May 1, 20_ and each May 1 thereafter, in the  years and  amounts set  forth in the following table, at a Redemption Price of 100% of the principal amount being redeemed plus accrued interest to the redemption date:
May 1 of the	Sinking Fund Year		Installment

>I-final maturity

C

Extraordinar11Mandato 111 Redem ption. [TO COME]

Selection of Series 2019 Bonds to be Redeemed. The Series 2019 Bonds may be redeemed in the principal amounts of $5,000 and integral multiples thereof. Whenever Series 2019 Bonds are required to be redeemed otherwise than at the election of the District, the Trustee shall select the Series 2019 Bonds to be redeemed by lot (provided, however, if less than all of the Series 2019 Bonds of like maturity are to be redeemed, the particular Series 2019 Bonds or portions of Series 2019 Bonds to be redeemed shall be selected by the Trustee in such manner as the Trustee may deem fair and appropriate), give the notice of redemption and pay, out  of  moneys available therefor, the Redemption Price, together with accrued interest to the redemption date.

Notice of Redem ption. When the Trustee shall receive notice from the District of its election to redeem the Series 2019 Bonds pursuant to the Resolution, and when redemption of the Series 2019 Bonds is required pursuant to the Resolution, the Trustee shall give notice, in the name of the District of the redemption of such Series 2019 Bonds, which notice shall specify the Series 2019 Bonds to be redeemed, the redemption date and the place or places where amounts due upon such redemption will be payable and, if less than all of the Series 2019 Bonds are to be redeemed, the numbers or other distinguishing marks of such Series 2019 Bonds so to be redeemed. Such notice shall further state that on such date there shall become due and payable upon each Series 2019 Bond to be redeemed the Redemption Price thereof, together with interest accrued to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable. The Trustee shall mail a copy of such notice, first class mail, postage prepaid, not less than 30 days nor more than 60 days, before the redemption date, to the registered owners of any Series 2019 Bonds which are known to be redeemed, at their last addresses appearing upon the registry books. Failure to make any such notice shall not cause any other notice given to Series 2019 Bondholders to be ineffective nor nullify the redemption.

Book-Entry System

The information in this caption concerning The Depository Trust Company, New York, New York, ("OTC") and DTC's book-entry system has been obtained from OTC 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 Series 2019 Bonds. The Series 2019 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 Series 2019 Bond certificate will be issued for each maturity of the Series 2019 Bonds, in the aggregate principal amount of such maturity and will be deposited with DTC.

OTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions  of  Section 17A  of  the  Securities  Exchange  Act  of 1934. OTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate  and municipal  debt  issues,  and  money  market  instruments  (from  over  100 countries) that DTC's participants ("Direct Participants") deposit with OTC. OTC 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 Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for OTC, 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 OTC 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"). OTC has a rating of S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC ("S&P") of AA+. The OTC Rules applicable to its Participants are on file with the Securities Exchange Commission (the "SEC"). More information about OTC can be found at http://www.dtcc.com and www.dtc.org.

Purchases of Series 2019 Bonds under the OTC system must be made by or through Direct Participants, which will receive a credit for the Series 2019 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2019 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well  as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2019 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 Series 2019 Bonds, except in the event that use of the book-entry system for the Series 2019 Bonds is discontinued.

To facilitate subsequent transfers, all Series 2019 Bonds deposited by Direct Participants with OTC 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 OTC. The deposit of the Series 2019 Bonds with OTC and their registration in the name of Cede & Co. or such other OTC nominee do not effect any change in beneficial ownership. OTC has no knowledge of the actual Beneficial Owners of the Series 2019 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2019 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 Series 2019 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2019 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial  Owners  of Series 2019 Bonds may wish to ascertain that the nominee holding the Series 2019 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 Trustee and  request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Series 2019 Bonds within a series or maturity of a series 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 OTC nor Cede & Co. (nor any other OTC nominee) will consent or vote with respect to Series 2019 Bonds unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, OTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2019 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal, premium, if any, and interest payments on the Series 2019 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of OTC. DTC's practice is to credit Direct Participants' accounts upon OTC's receipt of funds and corresponding detail information from the District or the Trustee on the payment date in accordance with their  respective holdings shown on OTC's records. Payments by Participants  to Beneficial Owners will be governed by standing instructions and customary practices,  as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of OTC 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, premium, if any, and interest on  the Series 2019 Bonds, as applicable, to Cede & Co. (or such other nominee as may be requested by an authorized representative of OTC) is the responsibility of the District and/or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of OTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

OTC may discontinue providing its services as securities depository with respect to the Series 2019 Bonds at any time by giving reasonable notice to the District or the Trustee. Under

such circumstances, in the event that a successor securities depository is not obtained, Series 2019 Bond certificates are required to be printed and delivered.

The District may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In such event, Series 2019 Bonds will be printed and delivered to DTC.

SO LONG AS CEDE & CO. IS THE REGISTERED OWNER  OF  THE  SERIES  2019 BONDS, AS NOMINEE OF DTC, REFERENCE HEREIN TO  THE  HOLDER  OF  THE  SERIES 2019 BONDS OR REGISTERED OWNERS OF THE SERIES 2019 BONDS SHALL MEAN DTC  AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2019 BONDS.

Registration, Transfer and Exchange

The provisions set forth under this heading shall not be generally applicable during such time as the book-entry only system for the Series 2019 Bonds is in effect. However, in the event the system of book-entry ownership of the Series 2019 Bonds is discontinued, transfers and exchanges of the Series 2019 Bonds will be accomplished as described below.

All the Series 2019 Bonds issued under the Resolution shall be negotiable as provided in the Act, subject to the provisions for registration and transfer contained in the Resolution and in the Series 2019 Bonds. So long as any of the Series 2019 Bonds shall remain Outstanding, the District shall maintain and keep, at the Principal Office of the Trustee, books for the registration and transfer of Series 2019 Bonds; and upon presentation thereof for such purpose at said office, the District shall register or cause to be registered therein, and permit to be transferred thereon, under such reasonable regulations as it or the Trustee may prescribe, any Series 2019 Bond entitled to registration or transfer. So long as any of the Series 2019 Bonds remain Outstanding, the District shall make all necessary provisions to permit the exchange of Series 2019 Bonds at the Principal Office of the Trustee. The District may make provisions for the  book-entry custody of Series 2019 Bonds and to take action, make any provision or enter into any contract necessary therefor to the extent not inconsistent with the rights and privileges and the holders thereof.

In all cases in which the privilege of transferring Series 2019 Bonds is exercised, the District shall execute and deliver Series 2019 Bonds in accordance with the provisions of the Resolution. All Series 2019 Bonds surrendered in any such transfers shall be retained by the Trustee in safekeeping pursuant to written instructions signed by an Authorized Officer or forthwith be cancelled. For every such transfer of Series 2019 Bonds, whether temporary or definitive, the District or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such transfer. The Trustee shall not be obligated to make any such transfer of Series 2019 Bonds, in the case of any proposed redemption of Series 2019 Bonds, after Series 2019 Bonds to be redeemed have been selected or called or on any day in the period commencing fifteen days prior to any Interest Payment Date.
25862/082/0l 492920.DOCv6	10

SECURITY FOR THE SERIES 2019 BONDS

Introduction

The Series 2019 Bonds shall be secured by and payable solely from a pledge of and lien upon the Pledged Revenues. The Pledged Revenues consist of (i) Benefit Assessments, (ii) Net Revenues, and (iii) all amounts held in any Fund or Account under the Resolution except for the Series 2019 Account in the Rebate Fund.

The Resolution authorizes the issuance of not to exceed $19,000,000 in aggregate principal amount of Bonds (exclusive of refunding bonds) to finance the System. The pledge of the Pledged Revenues for the Series 2019 Bonds is on a parity with the District's Special Assessment Revenue Refunding Bonds, Series 2012 (the "Series 2012 Bonds"), which are the only Bonds currently outstanding under the Resolution. The General Resolution defines  "Bonds" to include the Series 2012 Bonds, the Series 2019 Bonds and any other obligations issued thereunder.

Funds and Accounts

The Resolution establishes with the Trustee or, with respect to the Operating Account, the District, the following Funds and Accounts: 1) a Construction and Acquisition Fund and therein (a) a Series 2019A Cost of Issuance Account, (b) a Series 2019B Cost of Issuance Account,
(c) a Series 2019A Project Account; and (d) a Series 2019B Project Account; 2) a Revenue Fund and therein (a) a Benefit Assessment Account; (b) an Operating Account, and (c) a Recreational Fee Account; 3) a Bond Fund and therein (a) a Series 2019A Bond Service Account; (b) a Series 2019B Bond Service Account; (c) a Series 2019A Reserve Account; (d) a Series 2019B Reserve Account; (e) a Series 2019A Temporary Interest Account; and (f) a Series 2019B Temporary Interest Account; 4) a Rebate Fund and therein a Series 2019 Account; and 5) a Renewal and Replacement Fund.

In accordance with the General Resolution, the Series 2019 Bonds are being issued on parity with the outstanding Series 2012 Bonds including with respect to the Revenue Fund and the Renewal and Replacement Fund

Assessment of Benefits and Levy of Benefit Assessments

The Act authorizes the District to finance the construction of the  improvements described in the Plan by levying the Benefit Assessment upon lands specially benefited thereby. The Benefit Assessments are non ad valorem assessments which are imposed against the land subject thereto and upon the basis of a special benefit to such land determined to result from such improvements.

The District has covenanted in the Resolution to determine, order and levy, impose and collect, or cause to be collected, an amount of Benefit Assessments (an "Annual Installment") at least sufficient (i) to pay Bond Service in each Fiscal Year on all Outstanding Bonds, (ii) to meet

requirements for reserves established by the Resolution and (iii) to pay expenses related to the Bonds, including, but not limited to, Trustee fees and fees of the issuer of any liquidity facility, credit facility or other financial instrument in connection with a series of Bonds, after taking into account any moneys on deposit with the Trustee available for such purposes, prior to the next succeeding levy of its Annual Installment.

In each year subsequent to the Date of Completion of the System, the District shall complete a review of its financial condition for the purpose of estimating whether the Benefit Assessments to be assessed, levied and collected for the next succeeding Fiscal Year will be at least sufficient, together with all other moneys available therefor, including but not limited to Recreational Fees and Net Revenues (as defined below) and any other moneys on deposit in the Benefit Assessment Account after all required transfers in the prior Bond Year are made, to provide all payments and meet all requirements as specified in the Resolution. The District shall, within 20 days of adoption, deliver a copy of its Annual Budget to the Trustee, together with a Certificate of an Authorized Officer setting forth a reasonably detailed statement of the Benefit Assessments estimated to be collected and the sufficiency thereof to meet all of the District's obligations under the Resolution.

Net Revenues, as defined in the Resolution, are the amount of Revenues collected and held after payment of Operating Expenses (as defined in the Resolution) has been made or provided for in each Fiscal Year as reflected in the most recent audited financial statements of the District. "Revenues" include all amounts derived from the rates, fees, rentals and other charges prescribed, fixed, established and collected in connection with the usage  and availability of the System and all other amounts received from any person in connection with the use, operation or maintenance of the System; provided, however, that Recreational Fees collected by or on behalf of the District shall not constitute Revenues.

There is no provision in the Resolution preventing the District from issuing bonds under different resolutions for other projects that are secured by unrelated special assessments  or other revenues of the District. The Resolution authorized the issuance of $19,000,000 of Special Revenue Assessment Bonds other than refunding bonds. Other than the Series 2012 Bonds and the Series 2019 Bonds, the District does not intend to issue an Additional Series.o f Bonds under the Resolution. See"Additional Bonds" below.

The Bonds are not a general obligation or indebtedness of the District, Brevard County, the City of Rockledge, the State of Florida or any political subdivision, municipality or agency thereof, but are special obligations payable solely from the Pledged Revenues. Neither the property, the full faith and credit, nor the taxing power of the District, Brevard County, Florida, the City of Rockledge, Florida, the State of Florida, or any political subdivision thereof, is pledged as security for the payment of the Bonds, except that the District is obligated under the Resolution to levy, and to evidence and certify, or cause to be certified, for collection, Benefit Assessments to secure and pay the Bonds.

Recreational Fees

The District has covenanted in the General Resolution that all Recreational Fees collected or received by the District will be deposited with the Trustee and credited  to the Recreational Fee Account of the Revenue Fund. It is not expected that the amount of Recreational Fees to be derived in the future, if any, will provide a significant portion of the debt service on the Series 2019 Bonds. [In the last five fiscal years, the District has not collected any Recreational Fees.]

Reserve Account

The Resolution provides for the establishment and maintenance of a Series 2019 Bond Fund and therein a Reserve Account for each Series of Bonds funded in an amount equal to the Bond Reserve Requirement. "Bond Reserve Requirement" means, with respect to each of the Series 2019A Bonds and Series 2019B Bonds, as of any date of calculation, an amount equal to twenty-five percent (25%) of the maximum amount of principal, Sinking Fund Installments and interest maturing and becoming due in any succeeding Bond Year on all Series 2019A Bonds or Series 2019B Bonds then Outstanding.

The Resolution provides that, on the date of issuance of any Series of Bonds, an amount of bond proceeds equal to the Bond Reserve Requirement with respect of such Series of Bonds, calculated as of the date of issuance of such Series of Bonds, be deposited in the Reserve Account for such Series. In lieu of funding an increment of the Bond Reserve Requirement from proceeds of the applicable Series of Bonds, under the circumstances described in the Resolution, the District may cause to be deposited into the Reserve Account an insurance  policy, surety bond or a letter of credit, line of credit or other credit facility in substitution for all or a portion  of the Bond Reserve Requirement.

Amounts on deposit in the Series 2019A Reserve Account and the Series 2019B Reserve Account shall be used to pay principal of and interest on all Outstanding Series 2019A Bonds and Outstanding Series 2019B Bonds, respectively, if amounts on deposit therefor under the Resolution are insufficient, in accordance with the Resolution. To the extent the aggregate amount on deposit in the Series 2019A Reserve Account or the Series 2019B Reserve Account Reserve Account exceeds the respective Bond Service Requirement in any Bond Year, the amount of such excess shall be transferred to the Series 2019A Bond Service Account or the Series 2019B Bond Service Account, as applicable. To the extent that the remaining aggregate amount of principal of and interest to be due on Outstanding Series 2019A Bonds or Outstanding Series 2019B Bonds is, or shall be less than the amounts on deposit in the Series 2019A Reserve Account or Series 2019B Reserve Account, respectively, the amount equal to the difference thereof shall be transferred from the Series 2019A Reserve Account or Series 2019B Reserve Account, as applicable and deposited into the Series 2019A Bond Service Account or the Series 2019B Bond Service Account, as applicable. The District shall take any such deposits into account prior to the next succeeding levy of its Annual Installment.

25862/082/0l 492920.DOCv6	13

If the value of assets in the Series 2019A Reserve Account or the Series 2019B Reserve Account is less than the Bond Reserve Requirement therefor on any semiannual valuation date, the District is required to include the amount of such shortfall in its determination, order and levy of the immediately succeeding annual installment of Benefit Assessments, subject to the limitation discussed above on the amount of Benefit Assessments that may be levied to pay principal on Series 2019A Bonds and Series 2019B Bonds, respectively.

Flow of Funds

The District covenants in the Resolution that Benefit Assessments collected or received by the District shall be deposited with the Trustee as received and credited by the Trustee to the Benefit Assessment Account.
The District covenants in the Resolution that all Revenues collected or received by the District shall be deposited as received in the Operating Account held by the District. Such amounts held under the Operating Account shall be applied to pay Operating  Expenses  then due and payable. On the 7th day prior to each Interest Payment Date, at the discretion of the District as set forth in a written direction by an Authorized Officer, Net Revenues in  the amounts specified in such direction shall (i) be deposited into the Benefit Assessment Account
deposited into the Renewal and Replacement Fund and/or (iii) disbursed to the District to be used for any lawful purpose.
The District covenants in the Resolution that all Recreational Fees collected or received by the District will be deposited with the Trustee and deposited as received  by the Trustee  to the credit of the Recreational Fee Account. The Trustee shall transfer on the 7th day prior to each Interest Payment Date amounts in the Recreational Fee Account to the Benefit Assessment Account. See "SECURITY FOR THE SERIES 2019 BONDS-Recreational Fees" herein.

On the 5th day preceding each Interest Payment Date on any of the Series 2019 Bonds, the Trustee shall withdraw from the Benefit Assessment Account and deposit in immediately available funds the following amounts in the following order and at the following times:
to the credit of the Series 2019A Bond Service Account and the Series 2019B Bond Service Account, respectively, [on a parity basis,] an amount equal to (i) the amount of interest payable on all Series 2019A Bonds and the Series 2019B Bonds, respectively, then outstanding on the Interest Payment Date next succeeding and (ii) the Principal Installments  payable on  such Interest Payment Date;
to the credit of the Series 2019A Reserve Account and the Series 2019B Reserve Account, respectively, [on a parity basis,] an amount, if any, which together with all other amounts to the credit of the Series 2019A Reserve Account and the Series 2019B Reserve Account, equals the Bond Reserve Requirement, as applicable; and
to the credit of the Rebate Fund, all amounts required to be funded pursuant  to the Arbitrage Certificate.

Amounts received upon issuance of a Series of Bonds representing capitalized or funded interest shall be deposited at such time into the Temporary Interest Account. Moneys deposited into the Temporary Interest Account shall be applied to the payment of interest on the Series 2019 Bonds or Bond Anticipation Notes to the extent that there are insufficient moneys on deposit in the Bond Service Account five days prior to any interest  payment date.  The amount of any such deficit in the Bond Service Account due as interest on the next succeeding interest payment date of any Bonds or Bond Anticipation Note shall be transferred to the Bond Service Account on or before the 5th day preceding such interest payment date. Amounts remaining on deposit thirty-six months after deposit in the Temporary Interest Account (or earlier as directed by an Authorized Officer) shall be transferred to the Construction and Acquisition  Fund without direction from an Authorized Officer required.

Any moneys remaining in the Benefit Assessment Account on November 2 of each year which are not required to be deposited pursuant to (a) through (c) above shall be retained  therein and the Trustee shall notify the District of such amount. At the direction of an Authorized Officer of the District such amounts shall be (a) deposited to the Renewal and Replacement Fund, and/or (b) disbursed to the District and applied to pay or finance Capital Expenditures permissible under the Act.

Moneys deposited in the Renewal and Replacement Fund shall be disbursed by the Trustee to the District, at the written direction of an Authorized Officer of the District, for the purpose of paying the cost of the replacement or renewal of capital assets of the System or extraordinary repairs of the System; provided, however, that on or prior to each principal and interest payment date for the Bonds, moneys in the Renewal and Replacement Fund shall be applied for payment into the Bond Service Account when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due prior to the transfer of moneys available in the Reserve Account for such purpose,  and  provided, further,  that at the direction of the District, moneys in the Renewal and Replacement Fund shall be transferred  by the Trustee to the Rebate Fund to make any required payments therein. In the event that the Consulting Engineers shall certify that amounts in the Renewal and Replacement Fund are excessive for the purposes of the Renewal and Replacement Fund any excess amount on deposit therein shall be transferred by the Trustee from the Renewal and Replacement Fund for deposit into either the Reserve Account, to the extent of any deficiency therein, or the Benefit Assessment Account.

Additional Bonds

The Resolution permits the issuance of Bonds thereunder to finance the System in an aggregate principal amount not to exceed $19,000,000 (exclusive of refunding bonds). The District originally issued its Special Revenue Assessments Bonds, Series 1992 in the aggregate principal amount of $7,730,000, which Bonds have been refunded multiple times including by the District's Series 2012 Bonds. The Series 2012 Bonds are currently Outstanding in the principal amount of $3,305,000 and are the only Bonds presently Outstanding under the Resolution. An additional Series of Bonds may be issued on a parity with the Bonds only if the

Benefit Assessments securing the payment of such additional Series of Bonds are to be ordered and installed in the identical Project Component Area or a Project Component Area entirely within the Project Component Area securing the Bonds. The Resolution defines Series 2019 Project Component Area as all benefited land in the District.
The Series 2019 Bonds are being issued on a parity basis with the Series 2012 Bonds. The District has no plans to issue an Additional Series of Bonds under the Resolution.

In the case of an additional Series of Bonds other than refunding bonds issued for completion of any Project, the additional Series of Bonds shall be limited to an amount which will provide the District with funds not in excess of the completion requirement set forth in a Consulting Engineer's Certificate. There shall also be delivered at the time of issuance of an additional Series of Bonds to pay costs of construction for which bonds have not theretofore been issued, a certificate of an Authorized Officer of the District setting forth for each of the three calendar years commencing in the calendar year after the latest estimated Date of Completion of the Project, estimates of each year of the amount of Benefit Assessments to be levied and collected (which estimates may be based on a report of the District's Consulting Engineer or Assessment Consultant).

No additional Series of Bonds may be issued having a lien on the Pledged Revenues senior to the lien thereon of the Series 2019 Bonds. There is no provision in the Resolution preventing the District from issuing bonds under different resolutions for other projects that are secured by unrelated special assessments or other revenues of the District.

THE DEVELOPMENT, THE SYSTEM AND SERIES 2019 PROJECT COMPONENT AREA

The following information appearing under this caption has been furnished by the District for inclusion in this Official Statement and, although believed to be reliable, such information has not been independently verified by the Underwriter or its counsel, and no person other than the District makes any representation or warranty as to the accuracy or completeness of such information supplied by them.

The Development

The land comprising the District is part of a larger development known as Viera (the "Development"). The Development is located in the geographic center of  Brevard  County and is bisected by I-95 with approximately 8 miles of interstate footage. Development activities commenced in 1992.
Residential development covers a range of products from standard single-family detached and patio homes on lots ranging in size from 50' to 110' frontage, to attached townhouses. The residential development consists of approximately 3,450 single-family  and 760 multi-family units {Totals 4,210 - see Assessment Methodology 4,204?]. Substantially all of the residential property in the District has been completed and sold.

[TO BE UPDATED] The Development currently contains approximately 204.3 acres of commercial use of which approximately 43 acres remains undeveloped. Existing commercial development consists of 16 office buildings, including the Spyglass Medical Center (31,000 gross square foot medical office building), the Wickham Commons Office Building Complex (85,000 gross square foot office space), and the Corporate Park at Viera Office Park (approximately 58,000 square feet). In addition, commercial development includes the Wuesthoff Progressive Care Center consisting of a Transitional Care Unit and Residential Care Unit, a 63,018 square feet mini warehouse facility, two Mobil gas stations, a La Petite day care center and a shopping center.

The System

The System consists of a public 18-hole championship golf course, public parks, conservation areas and a network of recreational trails and bike paths. During fiscal year 2009- 10, all of the greens in the golf course were replaced as part of the District's ongoing capital improvement program. [Describe recent improvements]

Additional Development amenities include swimming pools, three lighted tennis courts, an open playing field, basketball courts, a pavilion for social gatherings and a fully equipped playground.

The Series 2019 Project

Detailed information concerning the Series 2019 Project for the District is contained in the [Revised] Engineering Report for Recreational Facilities Phase 2 dated July 25, 2019 (the "Engineer's Report"), which is included herein as "Appendix A - Engineer's Report." The information in this section is qualified in its entirety by reference to such Engineer's Report, which should be read in its entirety. The District is issuing the Series 2019 Bonds primarily to fund capital improvements, which include, but are not limited to, golf course  improvements  and maintenance, clubhouse renovations and other recreation facilities including restroom, dog park and playground improvements (collectively, the "Series 2019 Project").  The complete list of potential improvements comprising the Series 2019 Project is provided in the Engineer's Report. The cost of all improvements listed therein is estimated at approximately $9,022,585, however, the District is not obligated to fund all potential improvements. See "Appendix A - Engineer's Report" attached hereto.
Assessment Methodology

The District's Assessment Consultant, Governmental Management Services - Central Florida, LLC, has developed a Master Assessment Methodology for the Series 2019 Bonds dated May 22, 2019 (the "Master Methodology") that allocates the total benefit derived from the Series 2019 Project to the Benefitted Lands in the District. The Assessment Methodology allocates the Series 2019 Assessments to platted units in the amounts found in the Master Methodology. The Series 2019 Assessments are expected to be paid annually from 2023 through 2038. The table below illustrates the annual and principal amount of the Series 2006 Assessments, Series 2012

Assessments and Series 2019 Assessments (preliminary, subject to change), based on the Master Methodology.

Aggregate Preliminary Assessment Chart

Year	Total Current** Gross Annual Debt
Assessment [ nit	Proposed* Series 2019 Gross Annual Debt
Assessmen !LU nit	Total Proposed* Gross Annual Debt
Assessment /Unit	
Current General
Fund	
Current Recreation
O&M	
Total Proposed* Gross Annual
Assessm ent [ Uni t	
2019	$525.98		$525.98	$135.95	$16.43	$678.36	
2020	525.98		525.98	135.95	16.43	678.36	
2021	525.98		525.98	135.95	16.43	678.36	
2022	525.98		525.98	135.95	16.43	678.36	
2023	118.70	$181.76	300.45	135.95	16.43	452.83	
2024	118.70	181.76	300.45	135.95	16.43	452.83	
2025	118.70	181.76	300.45	135.95	16.43	452.83	
2026	58.93	241.15	300.08	135.95	16.43	452.46	
2027		181.76	181.76	135.95	16.43	334.14	
2028		181.76	181.76	135.95	16.43	334.14	
2029		181.76	181.76	135.95	16.43	334.14	
2030		181.76	181.76	135.95	16.43	334.14	
2031		181.76	181.76	135.95	16.43	334.14	
2032		181.76	181.76	135.95	16.43	334.14	
2033		181.76	181.76	135.95	16.43	334.14	
2034		181.76	181.76	135.95	16.43	334.14	
2035		181.76	181.76	135.95	16.43	334.14	
2036		181.76	181.76	135.95	16.43	334.14	
2037		181.76	181.76	135.95	16.43	334.14	
2038		181.76	181.76	135.95	16.43	334.14	

*Preliminary, subject to change.
** Includes Series 2006 Assessments and Series 2012 Assessments.

Series 2019 Project Component Area

The Series 2019 Bonds will be secured by the Benefit Assessment area benefited by the Series 2019 Project which benefits all developable acres within the District (the "Series 2019 Project Component Area"). The following tables reflect the assessable units for the Series 2019 Bonds and the allocation of the debt by product type followed by the  debt  assessments projected for the Fiscal Year 2023 to 2026 Assessment Rolls and the Fiscal Year 2027 to 2038 Assessment Rolls.

Preliminary* Assessment Allocation

Product

Residential Commercial (acres)
Totals

Assessable Units 4204.0
204.3
4408.3

Allocation of Par Debt per Product Type
$9,435,808 1,834,192
$11,270,000

Total Par Debt per Unit
$2,244.48 8,977.93

*Preliminary, subject to change.

Preliminary* Fiscal Year 2023 To 2026 Assessment Rolls

Product
Tu!g Residential Commercial (acres)
Totals

Assessable Units 4204.0
204.3
4408.3

Projected Annual Debt Service
$952,958 185,242
$1,138,200

Net Annual Debt Assessment
per Unit
$226.68 906.72

Gross Annual Debt Assessment per Unit
$241.15 964.59

*Preliminary, subject to change.

Preliminary* Fiscal Year 2027 To 2038 Assessment Rolls

Product
Tu!g Residential Commercial (acres)
Totals

Assessable Units 4204.0
204.3
4408.3

Projected Annual Debt Service
$718,256 139,619
$857,875

Net Annual Debt Assessment
per Unit
$170.85 683.40

Gross Annual Debt Assessment per Unit
$181.76 727.02

*Preliminary, subject to change.

[from 2012 - need to updated] The following table summarizes the top ten payers in the District and the projected Benefit. Assessments, representing 9.6% of the total annual debt service assessments . Based on a cash funded debt service reserve fund at 50% of the maximum annual debt service, the debt service reserve fund would cover a full default of the top ten assessment payers for 5 years, assuming no tax certificates were sold, as in the case of bankruptcy protection.

[Remainder of page intentionally left blank]

[UPDATE-FROM 2012]

Property Owner	

Assessable Units	

Product	
Assessment Rate for
S ries 2019	

Assessment Revenues	
% of Total Annual
Revenues	
			Bonds			
Brevard HMA Investment	5.69	Vacant Industrial	$108.65 x4	$2,473	0.45%	
Brevard HMA Nursin g Home, LLC	5.74	Nu rsing Home	$108.65 X 4	$2,495	0.46%	
Makar, Wasfi	7.81	Vacant Commercial	$108.65 x4	$3,394	0.62%	
OSM-1, LLC	17.74	Retail	$108.65 x4	$7,710	1.41%	
S&SALFLLC	8.87	Nursin g Home	$108.65 x4	$3,855	0.71%	
Schacht, Peggy J. Trustee	11.91	Vacant Commercial	$108.65 x4	$5,176	0.95%	
SRK Viera Village Assocs LP	13.46	Shopping Complex & Vacant Commercial	$108.65 x4	$5,850	1.07%	
The Viera Company	33.01	Vacant Commercial & Vacant
Residential	$108.65x4	$14,346	2.63%	
Wave Crest Investments Inc.	7	Mini Warehouse	$108.65 x4	$3,042	0.56%	
Wickham Commons Office Bld g	9.34	Office Buildin g	$108.65 x4	$4,059	0.74%	
Total Top Ten Assessment Payers	120.57			$52,400	9.6%	
All Other Assessment Payers	4901.63			$493,266		
Totals	5022.2			$545,666		

25862/082/0l 492920.DOCv6	21

In addition to annual Benefit Assessments, all landowners within the Series 2019 Project Component Area also pay property taxes levied by Brevard County, additional Benefit Assessments levied by the District to pay debt service on the Series 2006 Bonds and the Series 2012 Bonds, operation and maintenance assessments levied by the District and a homeowner's association fee. The millage rate for the area where the Development is located is approximately_ mills.
The following table summarizes the District's levy and collections history for the last  five (5) years. Historically, the District has collected in excess of 100% of its levy amount as some property owners do not take full advantage of the 4% discount allowed by Florida law for early payment of real estate taxes.

Year
FY 2017-18
FY 2016-17
FY 2015-16
FY 2014-15
FY 2013-14

Net Levied	Net Collected

% of Net Collections/Levied

The historical collection results shown above should not be relied upon as a forecast of future collection results. Collection results are subject to various economic and market factors beyond the control of the District. See "BONDOWNERS' RISK" herein.

All of the projections set forth and discussed above are based upon the District's current knowledge and expectations, and upon currently-known economic  conditions.  The District does not, however, guarantee that actual results will be as projected; unforeseen events may occur and actual results may vary considerably from the projections.

ENFORCEMENT OF ASSESSMENT COLLECTIONS

Collection Procedures

The primary sources of payment for the Series 2019 Bonds are the Benefit Assessments levied by the District on the Series 2019 Project Component Area, which is the area benefited specifically and peculiarly by the Series 2019 Project or any portion thereof pursuant to Section 190.021, Florida Statutes, as amended, and the Resolution, as amended and supplemented from time to time. The District has covenanted in the Resolution to annually review its financial condition for the purposes of estimating whether the Benefit Assessments to be assessed, levied and collected for the next succeeding Fiscal Year will be at least sufficient, together with all other moneys available therefor, including but not limited to Net Revenues and any other moneys on deposit in the Benefit Assessment Account after all required transfers in the prior Bond Year are made, to provide all payments and meet all requirements as specified in the Resolution. The Benefit Assessments are a type of non-ad valorem assessments which are imposed against the Series 2019 Project Component Area subject thereto upon the basis of a

special and peculiar benefit to such lands determined to result from the implementation of the Series 2019 Project. To the extent that landowners fail to pay such Benefit Assessments, delay payments, or are unable to pay the same, the successful pursuit of collection procedures available to the District is essential to continued payment of principal of and interest on the Series 2019 Bonds. The Act provides for various methods of collection of delinquent Benefit Assessments by reference to other provisions of the Florida Statutes.

The following is a description of certain statutory provisions of assessment, payment, collection and enforcement procedures appearing in the Florida Statutes, but is qualified in its entirety by reference to such statutes and applicable rules.

The determination, order, levy, collection and enforcement of Benefit Assessments must be done in compliance with procedural requirements and guidelines provided by Florida law. Failure by the District, the Brevard County Tax Collector (the "Tax Collector") or the Brevard County Property Appraiser (the "Property Appraiser") to comply with such requirements could result in delays in the collection of, or the complete inability to collect, Benefit Assessments during any year. Such delays in the collection of, or complete inability to collect, Benefit Assessments would have a material adverse effect on the ability of the District to make full or punctual payment of debt service on the Series 2019 Bonds. See "BONDOWNERS' RISKS" herein.

The District is currently using, and intends annually to continue to use the uniform method for the levy, collection and enforcement of Benefit Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes (the "Uniform Method") to collect the Benefit Assessments pledged to secure the Series 2019 Bonds.

Under the uniform method of collecting non-ad valorem assessments the Tax Collector will list on the collection roll for each of the relevant tax years the Benefit Assessments encumbering the benefited lands and will include on the tax notice issued pursuant to Section 197.3635, Florida Statutes, the dollar amount of such Benefit Assessments. Benefit Assessments collected pursuant to the Uniform Method become due and payable on November 1 of the year when assessed or as soon thereafter as the certified tax roll is prepared by the Property  Appraiser and constitute a lien upon the land from January 1 of such year until paid  or  barred by operation of law. Benefit Assessments collected pursuant to the Uniform Method become delinquent on April 1 following the year in which they are assessed or immediately after sixty
(60) days have expired from the mailing of the unpaid tax notice, whichever is later.

Benefit Assessments are a lien on the land against which they are assessed until paid or barred by operation of law. Pursuant to Florida Statutes, the lien of  the Benefit Assessments is  of equal dignity with the liens for county, district, municipal taxes and other non-ad valorem special assessments and thus under Florida law is a first lien, superior to all other liens, including mortgages (except liens for county, district and municipal  and other taxes which are of equal dignity). The Tax Collector is to bill the Benefit Assessments together with all applicable local government ad valorem taxes and non-ad valorem special assessments, and

landowners in the District are required to pay all such taxes and assessments  without  preference in payment of any particular increment of  the tax bill, such as the increment owing of the Benefit Assessment. Upon receipt by the Tax Collector of the Benefit Assessment, moneys therefrom will be remitted to the District and deposited as provided in the Resolution.
All county, municipal, school and special district taxes, special assessments and voter­ approved ad valorem taxes levied to pay principal of and interest on Series 2019 Bonds, collected pursuant to the Uniform Method, including the Benefit Assessments,  are payable at one time, except for partial payment schedules as may be provided by Sections 197.374 and 197.222, Florida Statutes. Partial payments made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all taxing districts  and  levying authorities applicable to that account. If a taxpayer does not make complete payment, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. In such cases, the Tax Collector does not accept such partial payment and the partial payment is returned  to  the taxpayer. Therefore, any failure to pay any one line item, whether it be the Benefit Assessments or not, would cause the Benefit Assessments to not be collected in such year to that extent, which would have a significant adverse effect on the ability of the District to make full or punctual payment of debt service on the Series 2019 Bonds.

If assessments or taxes collected pursuant to the Uniform Method are paid during November or during the following three months, the taxpayer is granted a variable discount equal to 4% if paid in November and decreasing one percentage point per month to 1% in February. All unpaid taxes including the Benefit Assessments collected pursuant to  the Uniform Method become delinquent on April 1 of the year following assessment, and the Tax Collector is required to collect taxes and non-ad valorem special assessments prior to April 1  and after that date to institute statutory procedures upon delinquency to collect such delinquent assessed taxes and special assessments. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process.

Neither the District nor the Underwriter can give any assurance to the holders of the Series 2019 Bonds (1) that the past experience of the Tax Collector with regard to tax and special assessment delinquencies is applicable in any way to the Benefit Assessments, (2) that future landowners and taxpayers in the District will pay such Benefit Assessments, (3) that a market may exist in the future for tax certificates in the event of sale of such certificates for taxable units within the District, and (4) that eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Resolution to discharge the lien of Benefit Assessments and all other liens that are coequal therewith.

Sale of Tax Certificates

The collection of delinquent Benefit 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 the payment of the Benefit Assessment due. The demand for such certificates is in turn dependent upon various factors, which includes the

interest that can be earned by ownership of such certificates and the 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 value of the benefited land within the District may affect the demand for such certificates and the successful collection of the Benefit  Assessments  to  be collected pursuant to the Uniform Method. See "BONDOWNERS' RISKS" herein.

In the event of a delinquency in the payment of taxes and assessments on real property  to be collected pursuant to the Uniform Method, the Tax Collector is required to attempt to sell tax certificates on such property to the person who pays the delinquent taxes and assessments and interest and certain costs and charges relating thereto, and who accepts the lowest interest rate per annum to be borne by the certificates (bid down from a statutory starting point and maximum of 18%). Delinquent taxes and assessments may be paid by a taxpayer prior to the date of sale of a tax certificate by the payment of such taxes and assessments, together with interest and all costs and charges relating thereto. Tax certificates are sold by public auction. If there are no bidders at the public sale of tax certificates, the certificate is issued to the county in which the assessed lands are located, at the maximum rate of interest allowed (currently 18%). The Tax Collector does not collect any money if tax certificates are issued to the county. Proceeds from the sale of tax certificates are required to be used to pay taxes and non-ad valorem special assessments (including Benefit Assessments), interest, and costs and charges on the real property described in the certificate.

County-held certificates may be purchased and any tax certificate may be redeemed, in whole or in part, by any person 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 (at a rate not less than 5% unless the certificate bore interest at zero percent), costs, charges, and omitted taxes due. The proceeds of such a redemption are paid to the Tax Collector who transmits to the holder of the certificate such proceeds less service charges, and the certificate is canceled. 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 the Tax Collector at the time of application all amounts required to redeem or purchase all other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due.  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 at the rate of 1.5% per month for the period running from the month after the date of the application for the tax deed through the month of sale and costs for the service of statutory notice. In the case of homestead property, the bid is also deemed to include an amount equal to one-half of the latest assessed value of the homestead. If there are no higher bids, the certificate holder receives title to the land and the amounts paid for the certificate and in applying for a tax deed are credited towards the purchase price. If there are other bids, the holder may enter 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), lien holders of record, mortgagees of record, vendees of recorded contracts for deeds, 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 interests may appear. The balance of the purchase price will be retained by the clerk for the benefit of the legal title holder.

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 extingu ish ed .

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. 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.

BONDOWNERS' RISKS

There are certain risks inherent in an investment in bonds secured  by  special assessments issued by a public authority or governmental body in the State of Florid a.  Certain of such risks are associated with the Series 2019 Bonds offered hereby and are set forth below. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2019 Bonds and prospective purchasers are advised to read this Official Statement, including all appendices hereto, in its entirety to identify investment considerations relating to the Series 2019 Bonds.

Prospective investors in the Series 2019 Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of
25862/0820/ 1492920.DOCv6 	26

an investment in the Series 2019 Bonds and have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment.

Limited Pledge

The principal security for the payment of the principal of and interest on the Series 2019 Bonds is the timely collection of the Benefit Assessments. Recourse for the failure of any landowner to pay the Benefit Assessments, or otherwise fail to comply with its obligations, is limited to the collection proceedings against the land. The Benefit Assessments do  not constitute a personal indebtedness of the landowners, but are secured only by a lien on the land in the Assessment Area. The District has not granted, and may not grant under Florida law, a mortgage or security interest on any land subject to the Benefit Assessments. Furthermore, the District has not pledged the revenues, if any, from the operation of any portion of the  Series 2019 Project as security for, or a source of payment of, the Series 2019 Bonds. The landowners are not guarantors of payment of any Benefit Assessments  and  the recourse for failure to pay the Benefit Assessments on any land is limited to the collection proceedings against such land. Several mortgage lenders have in the past, raised legal challenges to the primacy of liens similar to those of the Benefit Assessments in relation to the liens of mortgages burdening the same real property. There can be no assurance that mortgage lenders will not challenge the priority of the lien status of the Benefit Assessments in the event that actions are taken to foreclose on any property in the Assessment Area.

Bankruptcy and Related Risks

The various legal opinions to be delivered concurrently with the delivery of the Series 2019 Bonds (including Bond Counsel's approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. Under existing constitutional and statutory law and judicial decisions, in the event of the institution of bankruptcy or similar proceedings with respect to any landowner, the remedies specified by federal, state and local law and in the Indenture and the Series 2019 Bonds, including, without limitation, enforcement of the obligation to pay the Benefit Assessments may not be readily available or may be limited. Bankruptcy can also affect the ability of (1) the landowner being able to pay the Benefit Assessments; (2) the Tax Collector being able to sell tax certificates related to land owned by a landowner in bankruptcy, and (3) the inability of the District to foreclose the lien of the Benefit Assessments not being collected by the Uniform Method, if any. Any such adverse effect, either partially or fullyi on the ability to enforce such remedies could have a material adverse effect on the District's ability to make the full or punctual payment of debt service on the Series 2019 Bonds.
Delay and Discretion Regarding Remedies

The remedies available to the owners of the Series 2019 Bonds are in many respects dependent upon judicial actions which are often subject to discretion and delay. In addition to

25862/082/01492920.DOCv6	27

legal delays that could result from bankruptcy, the ability of the District to enforce collection of delinquent Benefit Assessments will be dependent upon various factors, including the delay inherent in any judicial proceeding and the value of the land which is the subject of such proceedings and which may be subject to sale. In addition, if the District commences a foreclosure action against a landowner for nonpayment of Benefit Assessments, such landowner might raise affirmative defenses to such foreclosure action, which affirmative defenses could result in delays in completing the foreclosure action.

Determination of Land Value upon Default

The ability of the Tax Collector to sell tax certificates, and to the extent that any portion of the Benefit Assessments are not being collected by the Uniform Method, the ability of the District to sell land upon foreclosure, will both be dependent upon various factors, including the interest rate which can be earned by ownership of such certificates and the value of the land which is the subject of such certificates and which may be subject to sale at the demand of the certificate holder after two years. The determination of the benefits to be received by the benefitted land within the District as a result of implementation and development of the Series 2019 Project is not indicative of the realizable or market value of the land, which value may actually be higher or lower than the assessment of benefits. In other words, the value of the land could potentially be ultimately less than the debt secured by the Benefit Assessments associated with it. To the extent that the realizable or market value of the land is lower than the assessment of benefits, the ability of the Tax Collector to sell tax certificates relating to such land, or the District to sell such land upon foreclosure, may be adversely affected. Such adverse effect could render the District unable to collect delinquent Benefit Assessments, if any, and could negatively impact the ability of the District to make the full or punctual payment of Debt Service on the Series 2019 Bonds.

Landowner Challenge of Assessed Valuation

Florida law provides a procedure whereby a taxpayer may contest a "tax assessment." It is unclear whether this procedure applies to non-ad valorem assessments such as the Benefit Assessments and there are judicial decisions that support both views. Under the procedure, a taxpayer may bring suit to contest a "tax assessment" if the taxpayer pays the amount of "tax" that the taxpayer admits to owing. Upon the making of such payment, all procedures for the collection of the unpaid taxes are suspended until the suit is resolved. If  it is determined  that the procedure applies to non-ad valorem assessments such as the Benefit Assessments, it is possible that such a challenge could result in collection procedures for delinquent Benefit Assessments being held in abeyance until the challenge is resolved. This would result  in a  delay in the collection of the Benefit Assessments which could have a material adverse effect upon the ability of the District to timely make full or punctual payment of debt service on the Series 2019 Bonds. Substantially all of the Benefit Assessments are being collected along with ad valorem taxes pursuant  to the Uniform Method  and  tax certificates would not be sold while a challenge is pending with respect to the Benefit Assessments even if the landowner is not contesting the amount of such special assessments.
25862/082/0l 492920.DOCv6	28

Failure to Comply with Assessment Proceedings

The District is required to comply with statutory procedures in levying the Benefit Assessments. Failure of the District to follow these procedures could result in the Benefit Assessments not being levied or potential future challenges to such levy.

Other Taxes

The willingness and/or ability of a landowner within the Assessment Area to pay the Benefit Assessments could be affected by the existence of other taxes and assessments imposed upon the property. Public entities whose boundaries overlap those of the District, such as a county, a school board, a municipality and other special districts, could, without the consent of the owners of the land within the Assessment Area, impose additional taxes or assessments on the property within the Assessment Area. County, municipal, school and special district taxes and assessments, including the Benefit Assessments, are payable at the same time when collected under the Uniform Method. If a taxpayer does not make complete payment, he or she cannot designate specific line items on the tax bill as deemed paid in full. In such case, the Tax Collector does not accept partial payment. Therefore, any failure by a landowner  to pay any  one line item, whether or not it is the Benefit Assessments, would result in such landowner's Benefit Assessments to not be collected, which could have a significant adverse impact on the District's ability to make full or punctual payment of debt service on the Series 2019 Bonds.

The District may also impose additional assessments which could encumber  the property burdened by the Benefit  Assessments. The District  anticipates  imposing operation and maintenance assessments encumbering the same property encumbered by the Benefit Assessments. In addition, lands within the District may also be subject to assessments by property and home owner associations.

Inadequacy of Reserve

Some of the risk factors described herein, if materialized, could result in a delay in the collection of the Benefit Assessments or a failure to collect the Benefit Assessments, but may not affect the timely payment of debt service on the Series 2019 Bonds because of the Series 2019 Debt Service Reserve Account established by the District for the Series 2019 Bonds. However, the ability of the District to fund deficiencies caused by delinquent or delayed Benefit Assessments is dependent upon the amount, duration and frequency of such deficiencies or delays. If the District has difficulty in collecting the Benefit Assessments, the Series 2019A Debt Service Reserve Account and the Series 2019B Debt Service Reserve Account could be rapidly depleted and the ability of the District to pay debt service could be materially  adversely affected. Owners should note that although the Resolution contains the Bond Reserve Requirement for the Series 2019A Debt Service Reserve Account and the Series 2019B Debt Service Reserve Account, and a corresponding obligation on the part of the District to replenish the Series 2019A Debt Service Reserve Account and the Series 2019B Debt Service Reserve Account to Bond Reserve Requirement, the District does not have a designated revenue source

for replenishing the Series 2019A Debt Service Reserve Account and the Series 2019B Debt Service Reserve Account. Moreover, the District will not be permitted to re-assess real property then burdened by the Benefit Assessments in order to provide for the replenishment of such accounts.
Moneys on deposit in the Series 2019A Debt Service Reserve Account and the Series 2019B Debt Service Reserve Account may be invested in certain obligations permitted under the Resolution. Fluctuations in interest rates and other market factors could affect the amount of moneys available in the Series 2019A Debt Service Reserve Account and the Series 2019B Debt Service Reserve Account to make up deficiencies or delays in collection of Benefit Assessments.

Economic Conditions

The proposed Series 2019 Project may be affected by changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the landowners or the District.

Damage to District from Natural Disasters

The value of the lands subject to the Benefit Assessments could be adversely affected by flooding or wind damage caused by hurricanes, tropical storms, or other catastrophic events. In addition to potential damage or destruction to any existing development or construction in or near the District, such catastrophic events could potentially render the District lands unable to support the development and Series 2019 Project. The occurrence of any such events could materially adversely affect the District's ability to collect Benefit Assessments and pay debt service on the Series 2019 Bonds. The Series 2019 Bonds are not insured and the District's casualty insurance policies do not insure against losses incurred on private lands within its boundaries.

Limited Secondary Market

The Series 2019 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2019 Bonds in the event an owner thereof determines to solicit purchasers of the Series 2019 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2019 Bonds may be sold. Such price may be lower than that paid by the current owner of the Series 2019 Bonds, depending on the progress of the Development, existing market conditions and other factors.

Interest Rate Risk; No Rate Adjustment for Taxability

The interest rate borne by the Series 2019 Bonds is, in general, higher than interest rates borne by other bonds of political subdivisions that do not involve the same degree of risk as investment in the Series 2019 Bonds. These higher interest rates are intended to compensate investors in the Series 2019 Bonds for the risk inherent in the purchase of the Series 2019 Bonds. However, such higher interest rates, in and of themselves, increase the amount of Benefit

Assessments that the District must levy in order to provide for payment of debt service on the Series 2019 Bonds, and, in tum, may increase the burden of landowners within the District, thereby possibly increasing the likelihood of non-payment or delinquency in payment of such Benefit Assessments.
The Resolution does not contain an adjustment of the interest rate on the Series 2019A Bonds in the event of a determination of taxability of the interest thereon. Such a change could occur as a result of the District's failure to comply with tax covenants contained in the Indenture or the tax certificate signed by the District upon issuance of the Series 2019A Bonds or due to a change in the United States income tax laws. Should interest on the Series 2019A Bonds become includable in gross income for federal income tax purposes, owners of the Series 2019A Bonds will be required to pay income taxes on the interest received on such Series 2019A Bonds and related penalties. Because the interest rate on such Series 2019A Bonds will not be adequate to compensate owners of the Series 2019A Bonds for the income taxes due on such interest, the value of the Series 2019A Bonds may decline. Prospective purchasers of the Series 2019A Bonds should evaluate whether they can own the Series 2019A Bonds in the event that the interest on the Series 2019A Bonds becomes taxable and/or the District is ever determined to not be a political subdivision for purposes of the Code and/or Securities Act.

IRS Audit and Examination Risk

The Internal Revenue Service (the "IRS") routinely examines tax-exempt bonds issued by state and local governments, including bonds issued by community development  districts. There is no assurance that an audit by the IRS of the Series 2019A Bonds will not be commenced. Owners of the Series 2019A Bonds are advised that, if the IRS does audit the Series 2019A Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the owners of the Series 2019A Bonds may have limited rights to participate in such procedure.• The commencement of such an audit could adversely affect the market value and liquidity of the Series 2019A 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 Series 2019A Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. An adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2019A Bonds may adversely impact any secondary market for the Series 2019A Bonds, and, if a secondary market exists, will likely adversely impact the price for which the Series 2019A Bonds maybe sold.

It has been reported that the IRS has recently closed audits of other community development districts in Florida with no change to such districts' bonds' tax exempt status, but has advised such districts that such districts must have public electors within five years of the

Owners of the Series 2019 Bonds are advised to consult with their own tax advisors regarding their rights (if any) with respect to such audit.

issuance of tax-exempt bonds or their bonds may be determined to be taxable retroactive to the date of issuance. Pursuant to the Act, general elections are not held until the later of six years from the date of establishment of the community development district or  the time at which  there are at least 250 qualified electors in the district. The District, was formed with the intent that it will contain a sufficient number of residents to allow for a transition to control by a general electorate. [Currently, all of the members of the Board of the District were elected by qualified electors.] There can be no assurance that an audit by the IRS of the Series 2019 Bonds will not be commenced. The District has no reason to believe that any such audit will be commenced, or that any such audit, if commenced, would result in a conclusion of noncompliance with any applicable state or federal law.

During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences  resulting from the ownership of obligations that are similar to the Series 2019A Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2019A Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2019A Bonds and their market value. No assurance can be given that legislative proposals  will not be enacted  that would apply to, or have an adverse effect upon, the Series 2019A  Bonds. In addition, the IRS may, in the future, issue rulings that have the effect of changing the interpretation of existing tax laws. For example, in connection with federal deficit reduction, job creation and tax law reform efforts, proposals have been made and others are likely to be made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the Series 2019A Bonds. There can be no assurance that any such legislation or proposal will be enacted, and if enacted, what form it may take. The introduction or enactment of any such legislative proposals may affect, perhaps significantly, the  market price for or marketability of the Series 2019A Bonds.

Florida Village Center COD TAM

In 2016, the IRS concluded its lengthy examination of certain issues of bonds (for purposes of this paragraph, the "Audited Bonds") issued by Village Center Community Development District (the "Village Center CDD"). During the course of the audit of the Audited Bonds, Village Center CDD received a ruling dated May 30, 2013, in the form of a non­ precedential technical advice memorandum ("TAM") concluding that Village Center CDD is not a political subdivision for purposes of Section 103(a) of the Code (as defined below) because Village Center COD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or through another elected  state or local government body. Such a conclusion could lead to the further conclusion that the interest on the Audited Bonds was not excludable from gross income of the owners of such bonds for federal income tax purposes. Village Center CDD received a second TAM dated June 17, 2015, which granted relief to Village Center COD from retroactive application of the IRS's conclusion regarding its failure to qualify as a political subdivision. Prior to the conclusion of the audits,

the Audited Bonds were all refunded with taxable bonds. The audit of the Audited Bonds that were issued for utility improvements were closed without change to the tax exempt status of those Audited Bonds on April 25, 2016, and the audit of the remainder of the Audited Bonds (which funded recreational amenity acquisitions from entities related to  the  principal landowner in the Village Center CDD) was closed on July 14, 2016, without the IRS making a final determination that the interest on the Audited Bonds in question was required to be included in gross income. However, the IRS letter to the Village Center CDD with respect to this second set of Audited Bonds noted that the IRS found that the Village Center CDD was not a "proper issuer of tax-exempt bonds" and that those Audited Bonds  were  private-activity bonds that did not fall in any of the categories that qualify for tax-exemption. Although the TAMs and the letters to the Village Center COD from the IRS referred to above are addressed  to, and binding only on, the IRS and Village Center COD in connection with the Audited Bonds, they reflect the audit position of the IRS, and there can be no assurance that the IRS would not commence additional audits of bonds issued by other community development districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14, 2016 letter to the Village Center CDD.

Legislative Proposals and State Tax Reform

It is impossible to predict what new proposals may be presented regarding ad  valorem tax reform and/or community development districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor of the State of Florida, and, if adopted, the form thereof. It is impossible to predict with certainty the impact that any pending or future legislation will or may have on the security for the Series 2019  Bonds.

Loss of Exemption from Securities Registration

Since the Series 2019 Bonds have not been, and will not be, registered under the Securities Act, or any state securities laws, because of the exemption for political subdivisions regardless of any potential IRS determination that the District is not a political subdivision for purposes of the Code, it is possible that federal or state regulatory authorities could independently determine that the District is not a political subdivision for purposes of  the federal and state securities laws. Accordingly, the District and purchasers of the Series 2019 Bonds may not be able to rely on the exemption from registration relating to securities issued by political subdivisions. In that event, the owners of the Series 2019 Bonds would need to ensure that subsequent transfers of the Series 2019 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act.

Performance of District Professionals

The District has represented to the Underwriter that it has selected its District Manager, District Counsel, District Engineer, Methodology Consultant, Trustee and other professionals with the appropriate due diligence and care. While the foregoing professionals have each represented that they have the respective requisite experience to accurately and timely perform the duties assigned to them in such roles, the District does not guarantee the performance of  such professionals.

Mortgage Default and FDIC

In the event a bank forecloses on property in the Assessment Area because of a default on a mortgage with respect thereto and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver, will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the Benefit Assessments. In addition, the District would be required to obtain the consent of the FDIC prior to commencing a foreclosure action on such property for failure to pay Benefit Assessments.

Voluntary Transfer or Taking by a Government Entity

[Discuss]

The risks described under this "BONDOWNERS' RISKS" section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2019 Bonds and prospective purchasers are advised to read this Official Statement in its entirety, to visit the District and to ask questions of representatives of the District to obtain a more complete description of investment considerations relating to the Series 2019 Bonds.

ESTIMATED SOURCES AND USES OF SERIES 2019 BOND PROCEEDS

Sources:
Par Amount of Series 2019A Bonds Par Amount of Series 2019B Bonds
[Plus/Minus] [Net] [Series 2019 Bond Premium/Less Original Issue Discount]
Total Sources

Uses:	Deposit to Series 2019A Costs of Issuance Account Deposit to Series 2019B Costs of Issuance Account Deposit to Series 2019A Project Account
Deposit to Series 2019B Project Account Deposit to Series 2019A Reserve Account Deposit to Series 2019B Reserve Account
Deposit to Series 2019A Temporary Interest Account

Deposit to Series 2019B Temporary Interest Account Underwriter's Discount
Total Uses

[Remainder of Page Intentionally left Blank]

DEBT SERVICE REQUIREMENTS

The following table sets forth the annual debt service requirements for the Series 2019
Bonds.

Period Ending November 1.

Series 2019A Bonds Principal

Series 2019A Bonds Interest

Series 2019B Bonds Principal

Series 2019B Bonds Interest

Total Debt Service

TAX MATTERS- SERIES 2019A BONDS

General

The Internal Revenue Code of 1986, as amended (the "Code"), includes  requirements that the District must continue to meet after the issuance of the Series 2019A Bonds in order that the interest on the Series 2019A Bonds be and remain excludable from gross income for federal income tax purposes. The District's failure to meet these requirements may cause the interest on the Series 2019A Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2019A Bonds. The District has covenanted in the Series 2019A Bond Resolution to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Series 2019A Bonds.

In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming the accuracy of certain representations and certifications of the District and continuing compliance by the District with the tax covenants referred to above, under existing statutes, regulations, rulings, and court decisions, the interest on the Series 2019A Bonds is excludable from gross income of the holders thereof for federal income tax purposes. Interest on the Series 2019A Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. Bond Counsel is further of the opinion that the Series 2019A Bonds and the income

thereon are not subject to taxation under the laws of the State, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income, or profits on debt obligations owned  by corporations as defined in said Chapter 220. Bond Counsel will express no opinion as to any other tax consequences regarding the Series 2019A Bonds. Prospective purchasers of the Series 2019A Bonds should consult their own tax advisors as to the status of interest on the Series 2019A Bonds under the tax laws of any state other than the State.

The above opinion on federal tax matters with respect to the Series 2019A Bonds will be based on and will assume the accuracy of certain representations and certifications of the District [and the Developer], and compliance with certain covenants of the District to be contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2019A Bonds will be and will remain obligations the interest on which is excludable from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of those certifications and representations. Bond Counsel will express no opinion as to any other consequences regarding the Series 2019A Bonds.

Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the receipt or accrual of the interest on the Series 2019A Bonds, or the ownership or disposition of the Series 2019A Bonds. Prospective purchasers of Series 2019A Bonds should be aware that the ownership of Series 2019A Bonds may result in other collateral federal tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2019A Bonds, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by the applicable statutory percentage of certain items, including the interest on the Series 2019A Bonds, (iii) the inclusion of the interest on the Series 2019A Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax,
(iv) the inclusion of the interest on the Series 2019A Bonds in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year, and (v) the inclusion of interest on the Series 2019A Bonds in the determination of the taxability of certain Social Security and Railroad Retirement benefits to certain recipients of such benefits. The nature and extent of the other tax consequences described above will depend on the particular tax status and situation of each owner of the Series 2019A Bonds. Prospective purchasers of the Series 2019A Bonds should consult their own tax advisors as to the impact of these other tax consequences.

Bond Counsel's opinion is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date of issuance of the Series 2019A Bonds. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinion is not a guarantee of a particular result, and is not binding on the IRS or the courts; rather, such opinion represents Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion.

Original Issue Discount and Premium

Certain of the Series 2019A Bonds ("Discount Series 2019A Bonds") may be offered and sold to the public at an original issue discount ("OID"). OID is the excess of the stated redemption price at maturity (the principal amount) over the "issue price" of a Discount Series 2019A Bond determined under Code Section 1273 or 1274 (i.e., for obligations issued for money in a public offering, the initial offering price to the public (other than to Series 2019A Bond houses and brokers) at which a substantial amount of the obligation of the same maturity is sold pursuant to that offering). For federal income tax purposes, OID accrues to the owner of a Discount Series 2019A Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Series 2019A Bond (i) is interest excludable from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Series 2019A Bonds, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale, or other disposition of that Discount Series 2019A Bond.

Certain of the Series 2019A Bonds ("Premium Series 2019A Bonds") may be offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity (or earlier for certain Premium Series 2019A Bonds callable prior to maturity). That excess constitutes Series 2019A Bond premium. For federal income tax purposes, Series 2019A Bond premium is amortized over the period to maturity of a Premium Series 2019A  Bond,  based on the yield to maturity of that Premium Series 2019A Bond (or, in the case of a Premium Series 2019A 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 Series 2019A Bond), compounded semiannually (or over a shorter permitted compounding interval selected by the owner). No portion of  that Series 2019A Bond  premium is deductible by the owner of a Premium Series 2019A 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 Series 2019A Bond, the owner's tax basis in the Premium Series 2019A Bond is reduced by the amount of Series 2019A 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 Series 2019A Bond for an amount equal to or less than the amount paid by the owner for that Premium Series 2019A Bond.
Owners of Discount and Premium Series 2019A Bonds should consult their own tax advisers as to the determination for federal income tax purposes of the amount of OID or Series 2019A Bond premium properly accruable in any period with respect to the Discount or Premium Series 2019A Bonds and as to other federal tax consequences, and the treatment of OID and Series 2019A Bond premium for purposes of state and local taxes on, or based on, income.

Changes in Federal and State Tax Law

From time to time, there are legislative proposals suggested, debated, introduced, or pending in Congress or in the State legislature that, if enacted into law, could  alter or  amend one or more of the federal tax matters, or state tax matters, respectively, described above including, without limitation, the excludability from gross income of interest on  the Series 2019A Bonds, or adversely affect the market price or marketability of the Series 2019A Bonds, or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would affect the Series 2019A Bonds. Prospective purchasers of the Series 2019A Bonds should consult their tax advisors as to the impact of any proposed or pending legislation.

Information Reporting and Backup Withholding

Interest paid on tax-exempt Series 2019A Bonds such as the Series 2019A Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Series 2019A 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 Series 2019A Bonds, under certain circumstances, to "backup withholding" at the rates set forth in the Code, with respect to payments on the Series 2019A Bonds and proceeds from the sale of Series 2019A Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2019A Bonds. This withholding generally applies if the owner of Series 2019A Bonds (i) fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"),
(ii) furnished the payor 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 payor 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 Series 2019A 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.

TAX MATTERS - SERIES 2019B BONDS

General

INTEREST  ON  THE SERIES  2019B  BONDS  IS  NOT  EXCLUDABLE  FROM GROSS
INCOME FOR FEDERAL INCOME TAX PURPOSES. In general, prospective purchasers of the Series 2019B Bonds should consult their tax advisors regarding the federal, state, local, and foreign tax consequences of acquisition, ownership, and disposition of Series 2019B Bonds. For example,  the  legal  defeasance  of  the  Series  2019B  Bonds  may  result  in  a  deemed  sale or

exchange of the Series 2019B Bonds under certain circumstances, with concomitant tax consequences.

The following summary is not a complete analysis or description of all potential U.S. federal tax considerations that may be relevant to, or of the actual tax effect that any of the matters described herein will have on, a particular Owner of Series 2019B Bonds, and is generally limited to U.S. Owners. "U.S. Owners" are beneficial Owners of the Series 2019B Bonds that for U.S. federal income tax purposes are individual citizens or residents of the Unites States, corporations or other entities taxable as corporations created  or  organized  in or under the laws of the United States or any state or the District of Columbia, and certain  estates  or trusts with specific connections to the United States. As used in this summary, the term "Non­
U.S. Owner" means a beneficial Owner of Series 2019B Bonds that is not a U.S. Owner.

In particular, this summary does not address (a) special classes of taxpayers that are subject to special treatment under the federal income tax laws, such as S corporations, mutual funds, insurance companies, financial institutions, small business investment companies, regulated investment companies, real estate investment trusts, grantor trusts, former citizens of the United States, broker-dealers, traders in securities, and tax-exempt organizations,  (b) persons that own Series 2019B Bonds as a hedge against, or as obligations that are hedged against, currency risk, or that are part of a hedge, straddle, conversion, or other integrated transaction, or (d) persons whose functional currency is not the U.S. dollar. This summary also does not address the tax consequences to an Owner of Series 2019B Bonds held through a partnership or other pass-through entity treated as a partnership for federal income tax  purposes. Partnerships holding Series 2019B Bonds, and partners in such partnerships, should consult their tax advisors regarding the tax consequences of an investment in the Series 2019B Bonds, including their status as U.S. Owners.

Further, this discussion is limited to persons purchasing the Series 2019B Bonds for cash in this original offering at the respective prices indicated on the inside front cover of this Official Statement (the "issue prices"). Owners that purchase the Series 2019B Bonds at prices other than their respective issue prices or after their original execution and delivery should consult  their  tax advisors regarding other tax considerations, such as market discount, as to all of  which  Bond Counsel expresses no opinion. This discussion assumes that the Series 2019B Bonds will be held as capital assets within the meaning of Code Section 1221.

Certain U.S. Federal Income Tax Consequences to U.S. Owners

Interest. In general, interest paid or accrued on the Series 2019B Bonds, generally will be taxable to a U.S. Owner as ordinary interest income at the time such amounts are accrued or received, in accordance with the U.S. Holder's method of accounting for federal income tax purposes. Under recently-enacted legislation known as the Tax Cuts and Jobs Act, U.S. Owners that use an accrual method of accounting for U.S. federal income tax purposes generally are required to include certain amounts in income no later than the time such amounts are reflected on certain financial statements. This rule generally is effective for tax years beginning after

December 31, 2017, (or, for debt securities issued with original issue discount, for tax years beginning after December 31, 2018). Accrual method U.S. Owners should consult their tax advisors regarding the potential applicability of this rule to their particular situation.
Disposition o f the Series 2019B Bonds. Upon the sale, exchange, retirement, or other taxable disposition of a Bond, a U.S. Owner, in general, will recognize gain or loss equal to the difference between the amount realized from the sale, exchange, retirement, or other disposition and the Owner's adjusted basis, or applicable portion of the adjusted basis, in the Series 2019B Bond. The Owner's adjusted basis generally will equal the Owner's cost of the Series 2019B Bond, reduced by any principal payments (and any other payments on the Series 2019B Bonds not treated as qualified stated interest). Any such gain or loss generally will be long-term  capital gain or loss, provided that the Series 2019B Bonds have been held for more than one year at the time of disposition. Net long-term capital gain recognized by an individual U.S. Owner generally will be subject to tax at a lower rate than that for net short-term capital  gain or ordinary income. The deductibility of capital losses is subject to limitations.

Additional Tax on Net Investment Income. An additional 3.8% tax is imposed on the "net investment income" of certain U.S. citizens and residents, and on the undistributed "net investment income" of certain estates and trusts. Among other items, "net investment income" generally includes gross income from interest and certain net gain from the sale, exchange, redemption, or other taxable disposition of a debt instrument that produces interest, minus certain deductions. A U.S. Owner that is an individual, estate, or trust should consult its tax advisor regarding the applicability of this additional tax.

In formation  R1,,portini   and  Backuv  W ithholdin g.  The Trustee  must  report  annually  to the IRS and to each U.S. Owner any interest payable to  the  U.S.  Owner,  subject  to  certain  exceptions. A non-corporate U.S. Owner of the Series 2019B Bonds may be subject to backup withholding (currently at a rate of 24%) with respect to "reportable payments,"  which  include interest paid on the Series 2019B Bonds  and  the gross proceeds  of  a sale, exchange,  redemption, or retirement of the Series 2019B Bonds, unless the Owner provides an accurate taxpayer identification number and certifies on an IRS Form W-9, under  penalties  of  perjury,  that  the Owner is not subject  to  backup  withholding  and  otherwise  complies  with  applicable requirements of the backup rules or otherwise establishes an exemption.

Certain U.S. Federal Income Tax Consequen ces to Non-U.S. Owners

Interest. Subject to the discussion below under "Application of Foreign Account Tax Compliance Act", interest on any Series 2019B Bond owned by a Non-U.S. Owner is generally not subject to U.S. federal income or withholding tax, provided that:
the Non-U.S. Owner does not own, actually or constructively, 10% or more of the total combined voting power of all classes of voting stock of the Issuer, and is not a controlled foreign corporation related to the Issuer, directly or indirectly, through stock ownership;

the Non-U.S. Owner is not a bank rece1vmg such interest in the manner described in Code Section 881(c)(3)(A); and

the Non-U.S. Owner certifies on IRS Form W-8BEN or W-8BEN-E, under penalties of perjury, that it is not a United States person. Special certification rules apply to Bonds that are held through foreign intermediaries.
If, however, a Non-U.S. Owner is engaged in a trade or business in  the United States, and if interest on the Series 2019B Bonds is effectively connected with the conduct of such trade or business (and, if an income tax treaty applies, the interest is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States), such interest will be subject to U.S. federal income tax in a manner similar to that for Series 2019B Bonds owned by a U.S. Owner, as described above, and, in the case of a Non-U.S. Owner that is a foreign corporation, may also be subject to an additional branch profits tax (currently imposed at a rate of 30%, or a lower applicable treaty rate) on its effectively connected earnings and profits, subject to adjustments. Non-U.S. Owners should consult their tax advisors regarding the tax consequences of owning the Series 2019B Bonds.
Dis position o fthe Series 2019B Bonds . Subject to the discussion below under "Application of Foreign Account Tax Compliance Act", a Non-U.S. Owner generally will not be subject to U.S. federal income or withholding tax on any amount of  gain  recognized  by  the  Non-U.S.  Owner upon the sale, exchange, retirement, or other taxable disposition of a Series 2019B Bond unless:
the gain is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Owner (and, if an income tax treaty applies, is attributable to a permanent establishment or fixed base maintained by the Non­
U.S. Owner in the United States); or
in the case of an individual, the Non-U.S. Owner is present in th.e United States for 183 days or more in the taxable year in which the sale, exchange, retirement, or other taxable disposition takes place and certain other conditions are met.
Application o f Foreign Account Tax Compliance Act. The Foreign Account Tax Compliance Act ("FATCA") generally imposes a 30% withholding tax on interest payments and gross proceeds from the sale of interest-bearing obligations for payments made after the relevant effective date to (i) certain foreign financial institutions that fail to certify their FATCA compliance and (ii) non-financial foreign entities if certain disclosure requirements related to direct and indirect United States shareholders and/or United States accountholders are not satisfied.

Under applicable Treasury Regulations and administrative guidance, a 30% FATCA withholding tax generally will be imposed, subject to certain exceptions, on payments of interest on Series 2019B Bonds where such payments are made to persons described in the immediately preceding paragraph. While FATCA withholding would also have applied to payments of gross proceeds from the sale or other disposition of Series 2019B Bonds on or after

January 1, 2019, recently proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

With respect to payments made to a "foreign financial institution" either as a beneficial owner or as an intermediary, the FATCA withholding tax generally will be imposed, subject to certain exceptions, unless such institution (i) enters into (or is otherwise subject to) and complies with an agreement with the U.S. government (a "FATCA Agreement") or (ii) is required by and complies with applicable foreign law enacted in connection with an intergovernmental agreement between the United States and a foreign jurisdiction (an "IGA"), in either case to, among other things, collect and provide to the United States or other relevant tax authorities certain information regarding U.S. account holders of such institution. With respect to payment made to a foreign entity that is not a financial institution (as a beneficial owner), the FATCA withholding tax generally will be imposed, subject to certain exceptions, unless such entity provides to the withholding agent a certification that such entity does not have any "substantial" U.S. owner (generally, any specified U.S. person that owns, directly or indirectly, more than a specified percentage of such entity) or identifies its "substantial" U.S. owners.

If the Series 2019B Bonds are held through a foreign financial institution that inters into (or is otherwise subject to) a FATCA Agreement, subject to certain exceptions, such foreign financial institution (or, in certain cases, a person paying amounts to such foreign institution) generally will be required to withhold the 30% FATCA tax on the payment of dividends or the items described above made to (i) a person (including an individual) that fails to comply with certain information requests, or (ii) a foreign financial institution  that has not entered  into (and is not otherwise subject to) a FATCA Agreement, and that is not required to comply with FATCA pursuant to applicable foreign law enacted in connection with an IGA. Coordinating rules may limit duplicative withholding where the withholding described above under "Information Reporting and Backup Withholding" also applies.
If any amount of, or in respect of, U.S. withholding tax were to be deducted or withheld from payments made on Series 2019B Bonds because of a failure by the investor (or an institution through which an investor holds the Series 2019B Bonds) to comply with FATCA, none of the County, any paying agent, or any person would, pursuant to the terms of the Series 2019B Bonds, be required to pay additional amounts with respect to any Series 2019B Bonds because of the deduction or withholding of such tax. Non-U.S. Owners should consult their tax advisors regarding the application of FATCA to the ownership or disposition of Series 2019B Bonds.

AGREEMENT BY THE STATE

Under the Act, the State of Florida pledges to the holders of any bonds issued thereunder, including the Series 2019 Bonds, that it will not limit or alter the rights of the District to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the

projects subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees, and other changes provided for in the Act and to fulfill the terms of any agreement made with the holders of such Series 2019 Bonds and that it will not in any way impair the rights or remedies of such holders.

LEGALITY FOR INVESTMENT

The Act provides that the Series 2019 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 of Florida, and constitute securities which may be deposited by banks or trust companies as security for deposits of state, county, municipal or other public funds, or by insurance companies as required or voluntary statutory deposits.

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS

Section  517.051,  Florida  Statu tes·,  and	the	regulations promulgated thereunder (the
"Disclosure Act") requires that the District make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served only as a conduit District such as industrial development or private activity bonds issued on behalf of private businesses). The District is not and has never been in default as to principal and interest on any debt it has issued or guaranteed.

ENFORCEABILITY OF REMEDIES

The remedies available to the Owners of the Series 2019 Bonds upon an event of default under the Resolution 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 Resolution and the Series 2019 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2019 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 now pending or threatened  restraining  or  enjoining  the  issuance, sale, execution or delivery of the Series 2019 Bonds, or in any way contesting or affecting the validity of the Series 2019 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, the validity of the  Benefit Assessments  or Recreational  Fees, the  pledge or application of any moneys or sei: rity provided for the  payment  of  the  Series 2019 Bonds,  or the existence or powers of the District.

RATING

S&P has assigned a rating of ["BBB+"]  to  the  Series 2019 Bonds.  Such  rating reflects  only the views of such organization and any  desired  explanation  of  the  significance  of  such rating should be obtained from the rating agency furnishing the same, at  the  following  address: S&P Global Ratings, 25 Broadway, New York, New York 10004. Generally,  a rati: 1.g  agency bases its rating on the information and  materials  furnished  to  it  and  on  investigations,  studies and assumptions of its own. There is  no  assurance  such  rating  will  continue  for  any  given period of time or that such rating will not be revised downward  or withdrawn  entirely  by  the  rating agency,  if  circumstances  so  warrant.  Any  such  downward  revision  or  withdrawal  of such rating may have an adverse effect on the market price of the Series 2019 Bonds.

CONTINUING DISCLOSURE

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 will enter into a Continuing Disclosure Certificate (the "Disclosure Certificate"), the form of which is attached hereto as APPENDIX E. Pursuant to the Disclosure Certificate, the District has covenanted for the benefit of Series 2019 Bondholders to provide certain financial information and operating data relating to the District and the Series 2019 Bonds in each year (the "District Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant by the District shall only apply so long as the Series 2019 Bonds remain outstanding under the Resolution.

The District Annual Report will be filed by the District with the Municipal Security Rulemaking Board's Electronic Municipal Markets Access ("EMMA") repository described in the form of the Disclosure Certificate attached hereto as APPENDIX E. The notices of material events will also be filed by the District with EMMA. The specific nature of the information to be contained in the District Annual Report and the notices of material events are described in APPENDIX E. The Disclosure Certificate will be executed by the District at the time of issuance of the Series 2019 Bonds. The foregoing covenants have been made in order to assist the Underwriter in complying with the SEC Rule.

The District has previously entered into continuing disclosure undertakings with respect to the Series 2012 Bonds, the Series 2006 Bonds [and _ bonds]. [DESCRIBE COMPLIANCE for last 5 years]

With respect to the Series 2019 Bonds, no party other than the District is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the SEC Rule.

UNDERWRITING

The Underwriter will agree, pursuant to a contract to be entered into with the District, subject to certain conditions, to purchase the Series 2019 Bonds from the District at a purchase

price of $_ _

_	(including Underwriter's discount of $_

_  _	and	an original issue

discount/premium  of   $ 		,).	See "ESTIMATED SOURCES AND USES OF FUNDS"
herein.	The Underwriter's obligations are subject to certain conditions precedent and the Underwriter will be obligated to purchase all the Series 2019 Bonds if any are purchased.

The Underwriter intends to offer the Series 2019 Bonds to investors at the offering prices set forth on the inside cover page of this Official Statement, which may subsequently change without prior notice. The Underwriter may offer and sell the Series 2019 Bonds to certain dealers (including dealers depositing the Series 2019 Bonds into investment trusts) at prices lower than the initial offering prices and such initial offering prices may be changed  from time to time by the Underwriter.

VALIDATION

The Series 2019 Bonds are part of an authorized series of bonds in the aggregate amount of $19,000,000 validated by a final judgment of the Circuit Court of the Eighteenth Judicial Circuit in and for Brevard County, Florida, rendered on May 4, 1992. The appeal  period expired without the filing of an appeal. See, "SECURITY FOR THE SERIES 2019 BONDS - Additional Bonds" herein.

LEGAL MATTERS

Certain legal matters related to the authorization, sale and delivery of the Series 2019 Bonds are subject to the approval of Greenberg Traurig, P.A., Miami, Florida, Bond Counsel. 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, Shutts & Bowen LLP, Orlando, Florida, and for the Trustee by its counsel, Akerman LLP, Orlando, Florida.

FINANCIAL STATEMENTS

The District has covenanted in the Continuing Disclosure Certificate set forth in Appendix E hereto to provide its annual audit to the Municipal Securities Rulemaking Board's Electronic Municipal Markets Access repository as described in Appendix E. The Audited Financial Statements of the District for the year ended September 30, 2018 are attached hereto as Appendix F. Such statements speak only as of September 30, 2018. The consent of the District's auditor to include in this Official Statement the aforementioned report was not requested,  and the general purpose financial statements of the District are provided only as publicly available documents.

MISCELLANEOUS

Any statements made in this Official Statement involving matters of oprmon or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized.

The references herein to the Series 2019 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. Contemporaneously with the issuance of the Series 2019 Bonds, Bond Counsel will deliver its opinion to the effect that the summaries of the Resolution, Series 2019 Bonds, and the provisions of the Code fairly represent the statements or summaries of the  information contained therein and the Chairman or other authorized officer of the District will furnish a certificate to the effect that nothing has come to his attention that would lead him to believe that this Official Statement (other than the information under the subcaptions "DESCRIPTION OF THE SERIES 2019 BONDS - Book-Entry System" and "THE DISTRICT - The District Manager and Other Consultants", the captions "TAX MATTERS - SERIES 2019A BONDS," "TAX MATTERS - SERIES 2019B BONDS," "AGREEMENT BY THE STATE," and
"UNDERWRITING," as to which no representation by the District is expressed), as of its date and as of the date of delivery of the Series 2019 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included herein for the purposes for which the Official Statement is to be used, or which is necessary to make the statements herein, in the light of the circumstances under which they were made, not misleading.

This Official Statement has been prepared in connection with the sale of the Series 2019 Bonds and may not be reproduced or used, as a whole or in part, for any purpose. This Official Statement is not to be construed as a contract with the Holders or Beneficial Owners of any of the Series 2019 Bonds.
This Official Statement has been duly authorized, executed and delivered by the District.

VIERA EAST COMMUNITY DEVELOPMENT DISTRICT

By: - - - - - - - - - - - - - - - - -
Chairman, Board of Supervisors

APPENDIX II A" ENGINEER'S REPORT

APPENDIX "B"
MASTER ASSESSMENT METHODOLOGY

APPENDIX "C"
GENERAL AND SERIES 2019 BOND RESOLUTIONS

25862/082/01492920.DOCv6	C-1

APPENDIX "D"
PROPOSED FORM OF APPROVING OPINION OF BOND COUNSEL

25862/082/0l492920.DOCv6	D-1

APPENDIX "E"
PROPOSED FORM OF CONTINUING DISCLOSURE CERTIFICATE

25862/082/01492920.DOCv6	E-1

APPENDIX "F"
AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2018

25862/082/01492920.DOCv6	F-1

EXHIBITD

FORM OF RULE 15c2-12 CERTIFICATE
$ 	* Viera East Community Development District Brevard County, Florida
Special Revenue Assessment Bonds, Series 2019A (Tax-Exempt)
and
Series 2019B (Taxable)

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

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

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

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

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

If, at any time prior to the execution of a purchase agreement with respect to the Series 2019 Bonds, any event occurs as a result of which the Preliminary Official Statement  might, in  the opinion of the District, include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the District will promptly notify the Underwriter of such event.

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

day of

VIERA EAST COMMUNITY DEVELOPMENT DISTRICT

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

By:
Paul McCarthy, Chairman

EXHIBIT E

CONTINUING DISCLOSURE CERTlFlCATE

CONTINUING DISCLOSURE CERTIFICATE

This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by Viera East Community Development District (the "Issuer") in connection with the

issuance of its$_ _

_ _ _ _

_ Special Revenue Assessment Bonds, Series 2019A (Tax-

Exempt)  (Bank  Qualified)  and  $_   _   _   _ _  _	Special Revenue Assessment Bonds, Series
2019B (Taxable) (collectively, the "Bonds"). The Bonds are being issued pursuant to the Amended and Restated General Special Revenue Assessment Bond Resolution of the District adopted on January 25, 2012, as amended and supplemented from time to time, and particularly as supplemented by a Second Supplemental Resolution adopted on July J 2019 (collectively, the "Resolution").

SECTION  1.	PURPOSE  OF  THE  DISCLOSURE  CERTIFICATE.	This Disclosure
Certificate is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the continuing disclosure requirements of Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended from time to time (the "Rule").

The provisions of this Disclosure Certificate are supplemental and in addition to the provisions of the Indenture with respect to reports, filings and notifications provided for therein, and do not in any way relieve the Issuer, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the Issuer, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law.

SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to any capitalized term used in this Disclosure Certificate, unless  otherwise defined herein, the following capitalized terms shall have the following meanings:

"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

"Assessments" shall mean the Benefit Special Assessments pledged to the payment of the Bonds pursuant to the Resolution.

"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or
is treated as the owner of any Bonds for federal income tax purposes.

"Dissemination Agent" shall mean, initially, Governmental Management Services - Central Florida, LLC, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation.

"Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal  law in which a court or governmental authority has assumed jurisdiction  over substantially  all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an  order  confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person.

"Fiscal Year" shall mean the period commencing on October 1 and ending on  September 30 of the next succeeding year, or such other period of time provided by applicable law.

"Listed Events" shall mean any of the events listed in Section S(a) of this Disclosure Certificate.

"Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities).
"Official Statement" shall mean the final offering document relating to the Bonds. "Owners"  shall have the meaning  ascribed  thereto in the Resolution  with respect to the
Bonds  and shall include  beneficial owners of  the  Bonds, including  those that have the power,
directly or indirectly, to vote or consent with respect to, or to dispose of ownership of  any  Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or are treated as the owner of any Bonds for federal income tax purposes.

"Participating Underwriter" shall mean the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds.

"Recreational Fees" shall mean the recreational fees pledged to the payment of the Bonds pursuant to the Resolution.

"Repository" shall mean each entity authorized and approved by the SEC from time to time to act as a repository for purposes of complying with the Rule. The Repositories currently approved by the SEC may be  found  by  visiting  the  SEC's  website  at http://www.sec.gov/info /municipal/nrmsir.htm. As of the date hereof, the Repository recognized by the SEC for such purpose is the Municipal Securities Rulemaking Board, which currently accepts continuing disclosure submissions through its Electronic Municipal Market Access ("EMMA") web portal at "http://emma.msrb.org."

"Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted  by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

"State" shall mean the State of Florida.

SECTION 3. PROVISION OF ANNUAL REPORTS.

The Issuer shall, or shall cause the Dissemination Agent to, by April 1 of the calendar year following the end of each Fiscal Year of the Issuer (the "Annual Filing Date"), beginning April 1, 2020 with respect to the report for the 2019 Fiscal Year, provide to any Repository in electronic format as prescribed by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package,  and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted  separately from the balance of the Annual Report and later than the date required above, but in no event later than the date required to be filed with the State of Florida pursuant to applicable State law (currently within nine (9) months of the end of the Issuer's Fiscal Year), for the filing of the Annual Report if they are not available by that date. If the Issuer's Fiscal Year changes, th·e Issuer shall give notice of such change in the same manner as for a Listed Event under Section 7(a).

If on the fifteenth (15th) day prior to each Annual Filing Date the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report  pursuant  to Section 3(a) above. Upon such reminder, the Issuer Disclosure Representative, shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report in accordance with Section 3(a) above, or (ii) instruct the Dissemination Agent in writing that the Issuer, will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 5(a)(17) has occurred and to immediately send a notice to any Repository in electronic format as required by  such Repository in substantially the form attached as Exhibit A hereto.

The Dissemination Agent shall:

determine each year prior to the date for providing the Annual Report the name, address and filing requirements of any Repository; and

within five (5) Business Days of filing the Annual Report, file a notice with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date(s) it was provided and listing any Repository to which it was provided.

SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following:

The Issuer's Annual Report shall contain or incorporate by reference the following, which includes an update of the financial and operating data of the Issuer to the  extent presented in the Official Statement. All information in the Annual Report shall be presented for the immediately preceding Fiscal Year and, to the extent available, the current Fiscal Year:
The amount of Assessments levied.

The amount of Assessments collected from property owners.

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.

The amount of Recreational Fees collected by the Issuer in the previous fiscal year.

All fund balances in all Funds and Accounts for the Bonds. The Issuer 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.

The total amount of Bonds Outstanding.

The amount of principal and interest due on the Bonds.

The most recent audited financial statements of the Issuer, which shall be prepared in accordance with generally accepted accounting principles used by state and local governments in the United States promulgated by the Government Accounting Standards Board.

To the extent any of the items set forth in subsections (i) through (viii) above are included in the audited financial statements referred to in subsection (ix) above, they do not have to be separately set forth.

The Issuer represents and warrants that it will supply, in a timely fashion, any information available to the Issuer and reasonably requested by the Dissemination  Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The Issuer acknowledges and agrees that the information to be collected and disseminated by the Dissemination Agent will be provided by the Issuer and others. The Dissemination Agent's duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the Issuer or others as thereafter disseminated by the Dissemination Agent.

The information provided under Section 4 may be included by specific reference to documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on EMMA (or any successor Repository's website)  or filed with the SEC. The Issuer shall clearly identify each such other document so incorporated by reference.

The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the format of the presentation of  such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such modification ·will be done in a manner consistent with the Rule.

SECTION 5. REPORTING OF SIGNIFICANT EVENTS.

Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice of the occurrence of such Listed Event in a timely manner not in excess of ten (10) Business Days after the occurrence of the event, with the exception of the event described in number 17 below, which notice shall be given in a timely manner:

principal and interest payment delinquencies;

non-payment related defaults, if material;

unscheduled	draws	on	debt	service	reserves	reflecting	financial difficulties;

unscheduled	draws	on	credit	enhancements	reflecting	financial difficulties;

substitution of credit or liquidity providers, or their failure to perform;

adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or . determinations with respect to the tax status of the Bonds, or other material events  affecting the tax status of the Bonds;

modifications to rights of the holders of the Bonds, if material;

bond calls, if material, and tender offers;

defeasances;

release, substitution, or sale of property securing repayment of the Bonds, if material (sale of individual lots by developers or homeowners to end users shall not be material for purposes of this Disclosure Certificate);

ratings changes;

an Event of Bankruptcy or similar event of an Obligated Person;

the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination

of a definitive agreement relating to any such actions,  other  than  pursuant to its terms, if material;

appointment of a successor or additional trustee or the change of name of a trustee, if material;

incurrence of a financial obligation (as defined by  the  Rule)  of  the  Issuer or Obligated Person, if material, or agreement to covenants, events  of  default, remedies, priority rights, or other similar terms of a financial obligation of the issuer 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 Issuer or Obligated Person, any of which reflect financial difficulties;

notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof; and

the termination of the Issuer's obligations under  this  Disclosure Certificate prior to the final maturity of the Bonds, pursuant to Section 7 hereof.

The notice required to be given in paragraph S(a) above shall be filed  with any Repository, in electronic format as prescribed by such Repository.

SECTION 6. IDENTIFYING INFO RMATION. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the  Repository.  Such information may include, but shall not be limited to:

the category of information being provided;
the period covered by any annual financial information, financial statement or other financial information or operation data;
the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate);
the name of any Obligated Person other than the Issuer;
the name and date of the document being submitted; and
contact information for the submitter.

SECTION 7.  TERMINATION  OF REPORTING  OBLIGATION.   The  Issuer's obligations
under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all  of the  Bonds, so long as there is no remaining liability of the  Issuer, or if

the Rule is repealed or no longer in effect. If any such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5.

SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination Agent shall be Governmental Management Services - Central Florida, LLC. The Dissemination  Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate.

SECTION 9. AMENDMENT. Notwithstanding any other provision of this Disclosure Certificate, the Issuer and the Dissemination Agent (if the Dissemination Agent is not  the Issuer) may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:

The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted;

The undertaking, as amended, would have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

The amendment does not materially impair the interests of the holders, as determined either (i) by parties unaffiliated with the Issuer (such as the trustee or Bond Counsel), or (ii) by the approving vote of bondholders pursuant to the terms of the Indenture at the time of the amendment.

Notwithstanding the foregoing, the Issuer and the Dissemination Agent shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the SEC from time to time.

In the event of any amendment or waiver of a provision of  this Disclosure Certificate, the Issuer shall describe such amendment in its next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if  the amendment relates to the accounting principles to be followed in preparing financial statements of the

Issuer, (i) notice of such change shall be given in the same manner as for Listed Event under Section S(b), 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 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using  the means of dissemination set forth in this Disclosure Certificate 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 Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate,  the Issuer shall have no obligation under  this Certificate  to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the Bonds. In the event of a failure of the  Issuer to comply with any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution.

SECTION 12. DUTIES OF DISSEMINATION AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement.

SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Trustee, the Participating Underwriter and Beneficial Owners of the Bonds, and shall create no rights in any other person or entity.

SECTION 14. COUNTERPARTS. This Disclosure Certificate 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 15. GOVERNING LAW. This Disclosure Certificate shall be governed by the laws of the State of Florida and federal law.

SECTION 16. TRUSTEE COOPERATION. The Issuer represents that the Dissemination Agent is a bona fide agent of the Issuer and directs the Trustee to deliver to the Dissemination Agent at the expense of the Issuer, any information or reports that are readily available to the

Trustee that the Dissemination Agent requests that the Issuer has a right to request from the Trustee (inclusive of balances, payments, etc.).

Dated this 	day of July, 2019.

VIERA EAST COMMUNITY DEVELOPMENT DISTRICT

[SEAL]

By:   _	_	_

_	_	_

_	_	_	_	_

_	_	_

_	_	_

ATTEST:

Paul McCarthy, Chairman Board of Supervisors

_ _ _ _ _ _ _ _ Assistant Secretary
Board of Supervisors

EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT

Name of Issuer:	Viera East Community Development District

Name of Bond Issue: Special Revenue Assessment Bonds, Series 2019A (Tax-Exempt) (Bank Qualified) and Special Revenue Assessment Bonds, Series  2019B (Taxable)

Date of Issuance:	July 	..J 2019

NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by Section 4 of the Continuing Disclosure Certificate dated

as of _

_ _ _

_ _..., 2019, between the Issuer and the Dissemination Agent named therein.

The Issuer has advised the undersigned that it anticipates that the Annual Report will be filed
b_y   _   _   _ _  _	 _  _	_  _       _	_ _ _

Dated:--------

[DISSEMINATION AGENT]

By:_ _

_ _ _ _ _ _ _ _

_ _ _ _ _

Name: 														_ Title:·-	-	-	-	-	-	-	-	-	-	-	-	-	-		-

cc: Issuer