Winter Garden Village At Fowler Groves Community Development District

Winter Garden Village At Fowler Groves Community Development District 12051 Corporate Boulevard Orlando, FL 32817 407-382-3256 FAX 407-382-3254 The following is the proposed agenda for the Winter Garden Village at Fowler Groves Creek Community Development District ( District ) Board of Supervisors Meeting scheduled to be held at 3041 Daniels Road, Suite 114, Winter Garden, Florida 34787 on Tuesday, May 15, 2018 at 1:00 p.m. For those unable to attend in person, you may participate by telephone: Phone: 1-877-864-6450 Participant Code: 345750 Organizational Matters Board of Supervisors Meeting Roll call to confirm a quorum Public Comment Period (During which time any member of the public may speak on a specific agenda item before the item is considered by the Board of Supervisors.) 1. Consideration of Minutes of the August 17, 2017 Board of Supervisors Meeting 2. Consideration of Resignation of Board Member Richard Forrest and Naming A Replacement Supervisor for Seat 2 3. Consideration of Resolution 2018-01, Election of Officers 4. Review of Registered Voters for the District 5. Consideration of Resolution 2018-02, Designating a Date, Time and Location for a Landowner s Election Seats 3,4,5 are expiring [suggested date of November xx, 2018] General Business Matters 6. Discussion Concerning Pond Repair Matters Related to District Financing 7. Consideration of Financial Advisory Agreement 8. Consideration of Resolution 2018-03, Approving a Preliminary Budget for FY 2018-2019 and Setting a Public Hearing Date [suggested date of July 26, 2018] 9. Ratification of Payment Authorizations 106 114 10. Review of District s Financial Position Other Business 1

A. Staff Reports 1. Attorney 2. Manager 3. Engineer B. Audience Comments C. Supervisors Requests Adjournment 2

The Winter Garden Village at Fowler Groves Community Development District Consideration of the Minutes of the August 17, 2017 Board of Supervisors Meeting

WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS MEETING MINUTES FIRST ORDER OF BUSINESS Call to Order The Board of Supervisors Meeting for the Winter Garden Village at Fowler Groves Community Development District was called to order on Wednesday, August 17, 2017 at 11:30 a.m. at 3041 Daniels Road, Suite 114, Winter Garden, Florida 34787. Board Members listed below constituted a quorum: Kerri Ryan Stuart Segall Ronald Sikora Board Member Board Member Board Member Also present were: Christi Blyseth Fishkind & Associates, Inc. Joe MacLaren Fishkind & Associates, Inc. Sarah Warren Hopping Green & Sams (via phone) Tom Lochrane Lochrane Engineering (via phone) SECOND ORDER OF BUSINESS Public Comment Period There were no public comments and no public present. THIRD ORDER OF BUSINESS Consideration of Minutes of the June 14, 2017 Board of Supervisors Meeting The Board Members reviewed the minutes from the June 14, 2017 Board of Supervisors Meeting. There were no questions or comments. On motion by Ms. Ryan, and second by Mr. Sikora, with all in favor, the Board of Supervisors for the Winter Garden Village at Fowler Groves Community Development District approved the November 1, 2016 Board of Supervisors Meeting Minutes, as presented. FOURTH ORDER OF BUSINESS Consideration of Resolution 2017-04, Approving a Proposed Meeting

Schedule for Fiscal Year 2017-2018 The Florida Statutes require that the CDD publish a notice of meeting schedule. Ms. Blyseth proposed a quarterly meeting schedule on the 4 th Thursday of the Month. Ms. Blyseth requested a motion to approve Resolution 2017-04. On MOTION by Mr. Forrest seconded by Ms. Ryan, with all in favor, the Board of Supervisors for the Winter Garden Village at Fowler Groves CDD approved Resolution 2017-04, Approving a proposed Meeting Schedule for Fiscal Year 2017-2018. FIFTH ORDER OF BUSINESS Consideration of Annual Engineering Inspection The review was conducted on June 9, 2017 and addresses the status of the ponds on District Property, maintenance concerns, and recommendations to remedy the issues. Mr. Lochrane added that he thinks the District needs to get a Work Authorization to get the maintenance to proceed if it has not already. He recommended that the Board consider authorizing the maintenance work to get it under way before the rainy season. This is what Ms. Blyseth has been working on. She is also connecting with Mr. Viasalyers on that and looking at other estimates. Ms. Ryan said that she can give Ms. Blyseth another name to get them to come out and take a look at it. Mr. Lochrane said that the report shows a picture of the overflow device and asked if anyone has questions to give him a call. Mr. Ryan noted that she met with the hospital two weeks ago because the dry pond is now their responsibility. Ms. Blyseth requested a motion to accept the report. On MOTION by Ms. Ryan, seconded by Ms. Sikora, with all in favor, the Board of Supervisors for the Winter Garden Village at Fowler Groves CDD accepted the Engineering Inspection Report. SIXTH ORDER OF BUSINESS Public Hearing Related to Adoption of the Budgets for Fiscal Year 2017-2018 a) Consideration of Resolution 2017-05, Related to Adoption of the Budgets for Fiscal Year 2017-2018 b) Consideration of Resolution 2017-06, Related to Imposition and Collection of Special 2

Assessments for Fiscal Year 2017-2018 This hearing has been properly documented and published in a legal ad according to the Florida Statutes. The budget is attached to Resolution 2017-05 as Exhibit A. Ms. Blyseth recommended a motion to open the public hearing. On MOTION by Ms. Ryan, seconded by Mr. Sikora, with all in favor, the Board of Supervisors for the Winter Garden Village at Fowler Groves CDD opened the Public Hearing. Ms. Blyseth noted that the budget is the same as the one presented at the last meeting and it is proposing to raise $52,501.21 of revenue through O&M Assessments to fund the Operations and Maintenance Budget. There is still some carry forward revenue in the amount of $53,861.88, some of which will go to pond maintenance. The Debt Service Fund Budget is also attached as Exhibit B. Mr. MacLaren noted that due to the refinancing of the Bonds everybody is going to see a reduction in their annual assessment this November on the Property Tax Bill. For most of the properties, it went from $2.02 to $1.74 a square foot in total CDD assessments. Ms. Blyseth requested a motion to approve Resolution 2017-05. On MOTION by Ms. Ryan, seconded by Mr. Sikora, with all in favor, the Board of Supervisors for the Winter Garden Village at Fowler Groves CDD approved Resolution 2017-05, Adoption of Fiscal Year 2017-2018 Budget and Appropriating Funds. Ms. Blyseth requested a motion to approve Resolution 2017-06. On MOTION by Ms. Ryan, seconded by Mr. Sikora, with all in favor, the Board of Supervisors for the Winter Garden Village at Fowler Groves CDD approved Resolution 2017-06, Related to the Imposition and Collection of Special Assessments for Fiscal Year 2017-2018. Ms. Blyseth requested a motion to close the public hearing. On MOTION by Ms. Ryan, seconded by Mr. Sikora, with all in favor, the Board of Supervisors for the Winter Garden Village at Fowler Groves CDD closed the Public Hearing. SEVENTH ORDER OF BUSINESS Ratification of Payment Authorization 104 106 3

Board Members reviewed Payment Authorization 104-106, that was previously approved by the Chair and processed. On MOTION by Ms. Ryan, seconded by Mr. Sikora with all in favor, the Board of Supervisors for the Winter Garden Village at Fowler Groves Community Development District ratified Payment Authorization 104-105. EIGHTH ORDER OF BUSINESS Review of District s Financial Position and Budget to Actual YTD Through the end of May, the District incurred $44,461.76 in operations expenses vs. a budget of $136,613.09. The District is under budget at this point in its fiscal year. No action from the Board was necessary. NINTH ORDER OF BUSINESS Staff Reports Attorney No Report Manager No Report Engineer No Report TENTH ORDER OF BUSINESS Supervisor Requests and Adjourn Ms. Blyseth called for Supervisor Requests. Hearing none, a motion to adjourn was suggested. On MOTION by Ms. Ryan, seconded by Mr. Sikora, with all in favor, the August 17, 2017 Board of Supervisors Meeting for the Winter Garden Village at Fowler Groves Community Development District was adjourned. Secretary/Assistant Secretary Chairperson/Vice-Chairperson 4

The Winter Garden Village at Fowler Groves Community Development District Consideration of Resignation of Board Member Richard Forrest and Naming A Replacement Supervisor for Seat 2

WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT OATH OR AFFIRMATION OF OFFICE I, a Citizen of the State of Florida and of the United State of America, and being employed by or an officer of the Winter Garden Village at Fowler Groves Community Development District and a recipient of public funds as such officer, do hereby solemnly swear or affirm that I will support the Constitution of the United States and of the State of Florida, and will faithfully, honestly and impartially discharge the duties delegated to me as a member of the Board of Supervisors of the Winter Garden Village at Fowler Groves Community Development District, Orange County, Florida. Signature Printed Name: STATE OF FLORIDA COUNTY OF ORANGE Sworn to (or affirmed) before me this day of, 2018, by, whose signature appears hereinabove, who is personally known to me or who produced as identification. NOTARY PUBLIC STATE OF FLORIDA Print Name: My Commission Expires:

The Winter Garden Village at Fowler Groves Community Development District Consideration of Resolution 2018-01, Election of Officers

RESOLUTION 2018-01 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT APPOINTING THE OFFICERS OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT (hereinafter the District ) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes; and WHEREAS, pursuant to Section 190.006(6), Florida Statutes, as soon as practicable after each election or appointment to the Board of Supervisors (the Board ), the Board shall organize by appointing one of its members as chair and by electing a secretary, and such other officers as the Board may deem necessary. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT: Section 1. is elected Chair. Section 2. is elected Vice Chair. Section 3. Hank Fishkind_ is elected Secretary. is elected Assistant Secretary. is elected Assistant Secretary. Jennifer Walden is elected Assistant Secretary. Carol Harris is elected Assistant Secretary. Section 4. Hank Fishkind is elected Treasurer. Section 5. Jennifer Glasgow is elected as Assistant Treasurer. Section 6. Section 7. All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED THIS th DAY of, 2018. ATTEST: WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT Secretary/Assistant Secretary Chair/Vice-Chair

The Winter Garden Village at Fowler Groves Community Development District Review of Registered Voters for the District

The Winter Garden Village at Fowler Groves Community Development District Consideration Resolution 2018-02, Designating a Date, Time and Location for a Landowner's Election

RESOLUTION, 2018-02 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT DESIGNATING A DATE, TIME AND LOCATION FOR A LANDOWNERS MEETING; PROVIDING FOR PUBLICATION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Winter Garden Village at Fowler Groves Community Development District ( District ) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Palmetto, City of Winter Garden, Orange County, Florida; and WHEREAS, the District s Board of Supervisors ( Board ) is statutorily authorized to exercise the powers granted to the District; and WHEREAS, all meetings of the Board shall be open to the public and governed by provisions of Chapter 286, Florida Statutes; and WHEREAS, the effective date of City of Winter Garden Ordinance 06-70 creating the District was the 13 th day of November 2006; and WHEREAS, the District is statutorily required to hold a meeting of the landowners of the District for the purpose of electing supervisors for the District on a date in November established by the Board, which shall be noticed pursuant to Section 190.006(2)(a), Florida Statutes. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT: Section 1. In accordance with Section 190.006(2), Florida Statutes, the meeting of the landowners to elect three (3) supervisors of the District, shall be held on the day of November, 2018, at a/p.m. at, located at. Section 2. The District s Secretary is hereby directed to publish notice of this landowners meeting in accordance with the requirements of Section 190.006(2)(a), Florida Statutes. Section 3. Pursuant to Section 190.006(2)(b), Florida Statutes, the landowners meeting and election has been announced by the Board at its, 2018 meeting. A sample notice of landowners meeting and election, proxy, ballot form and instructions were presented at such meeting and are attached hereto as Exhibit A. Such documents are available for review and copying during normal business hours at the District s Local Records Office, located at the office of the District Manager, Fishkind & Associates, Inc., located at 12051 Corporate Boulevard, Orlando, Florida 32817. Section 4. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED THIS DAY OF, 2018. WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT ATTEST: CHAIRMAN / VICE CHAIRMAN SECRETARY / ASST. SECRETARY

NOTICE OF LANDOWNERS MEETING AND ELECTION AND MEETING OF THE BOARD OF SUPERVISORS OF THE WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT Notice is hereby given to the public and all landowners within Winter Garden Village at Fowler Groves Community Development District (the District ) the location of which is generally described as comprising a parcel or parcels of land containing approximately 74.51 acres, located east of, north of, south of and west of, in City of Winter Garden, Florida, advising that a meeting of landowners will be held for the purpose of electing three (3) persons to the District Board of Supervisors. Immediately following the landowners meeting there will be convened a meeting of the Board of Supervisors for the purpose of considering certain matters of the Board to include election of certain District officers, and other such business which may properly come before the Board. DATE: TIME: PLACE: Each landowner may vote in person or by written proxy. Proxy forms may be obtained upon request at the office of the District Manager, 12051 Corporate Boulevard, Orlando, Florida 32817. At said meeting each landowner or his or her proxy shall be entitled to nominate persons for the position of Supervisor and cast one vote per acre of land, or fractional portion thereof, owned by him or her and located within the District for each person to be elected to the position of Supervisor. A fraction of an acre shall be treated as one acre, entitling the landowner to one vote with respect thereto. Platted lots shall be counted individually and rounded up to the nearest whole acre. The acreage of platted lots shall not be aggregated for determining the number of voting units held by a landowner or a landowner s proxy. At the landowners meeting the landowners shall select a person to serve as the meeting chair and who shall conduct the meeting. The landowners meeting and the Board of Supervisors meeting are open to the public and will be conducted in accordance with the provisions of Florida law. One or both of the meetings may be continued to a date, time, and place to be specified on the record at such meeting. A copy of the agenda for these meetings may be obtained from 12051 Corporate Boulevard, Orlando, Florida 32817. There may be an occasion where one or more supervisors will participate by telephone. Any person requiring special accommodations to participate in these meetings is asked to contact the District Office at (407) 382-3256, at least 48 hours before the hearing. If you are hearing or speech impaired, please contact the Florida Relay Service at (800) 955-8770 for aid in contacting the District Office. A person who decides to appeal any decision made by the Board with respect to any matter considered at the meeting is advised that such person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made, including the testimony and evidence upon which the appeal is to be based. District Manager Run Date(s): & PUBLISH: ONCE A WEEK FOR 2 CONSECUTIVE WEEKS, THE LAST DAY OF PUBLICATION TO BE NOT FEWER THAN 14 DAYS OR MORE THAN 28 DAYS BEFORE THE DATE OF ELECTION, IN A NEWSPAPER WHICH IS IN GENERAL CIRCULATION IN THE AREA OF THE DISTRICT.

INSTRUCTIONS RELATING TO LANDOWNERS MEETING OF WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT FOR THE ELECTION OF SUPERVISORS DATE OF LANDOWNERS MEETING:, November, 2018 TIME:.M. LOCATION: Pursuant to Chapter 190, Florida Statutes, and after a Community Development District ( District ) has been established and the landowners have held their initial election, there shall be a subsequent landowners meeting for the purpose of electing members of the Board of Supervisors ( Board ) every two years until the District qualifies to have its board members elected by the qualified electors of the District. The following instructions on how all landowners may participate in the election are intended to comply with Section 190.006(2)(b), Florida Statutes. A landowner may vote in person at the landowners meeting, or the landowner may nominate a proxy holder to vote at the meeting in place of the landowner. Whether in person or by proxy, each landowner shall be entitled to cast one vote per acre of land owned by him or her and located within the District, for each position on the Board that is open for election for the upcoming term. A fraction of an acre shall be treated as one (1) acre, entitling the landowner to one vote with respect thereto. Please note that a particular parcel of real property is entitled to only one vote for each eligible acre of land or fraction thereof; therefore, two or more people who own real property in common, that is one acre or less, are together entitled to only one vote for that real property. At the landowners meeting, the first step is to elect a chair for the meeting, who may be any person present at the meeting. The landowners shall also elect a secretary for the meeting who may be any person present at the meeting. The secretary shall be responsible for the minutes of the meeting. The chair shall conduct the nominations and the voting. If the chair is a landowner or proxy holder of a landowner, he or she may nominate candidates and make and second motions. Candidates must be nominated and then shall be elected by a vote of the landowners. Nominees may be elected only to a position on the Board that is open for election for the upcoming term. This year, three (3) seats on the Board will be up for election by landowners. The two candidates receiving the highest number of votes shall be elected for a term of four (4) years. The candidate receiving the next highest number of votes shall be elected for a term of two (2) years. The term of office for each successful candidate shall commence upon election. A proxy is available upon request. To be valid, each proxy must be signed by one of the legal owners of the property for which the vote is cast and must contain the typed or printed name of the individual who signed the proxy; the street address, legal description of the property or tax parcel identification number; and the number of authorized votes. If the proxy authorizes more than one vote, each property must be listed and the number of acres of each property must be included. The signature on a proxy does not need to be notarized.

LANDOWNER PROXY WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT CITY OF WINTER GARDEN, FLORIDA LANDOWNERS MEETING [DATE] KNOW ALL MEN BY THESE PRESENTS, that the undersigned, the fee simple owner of the lands described herein, hereby constitutes and appoints ( Proxy Holder ) for and on behalf of the undersigned, to vote as proxy at the meeting of the landowners of the WINTER GARDEN VILLAGE AT FOWLER GROVES Community Development District to be held at, on, at a/p.m., and at any adjournments thereof, according to the number of acres of unplatted land and/or platted lots owned by the undersigned landowner that the undersigned would be entitled to vote if then personally present, upon any question, proposition, or resolution or any other matter or thing that may be considered at said meeting including, but not limited to, the election of members of the Board of Supervisors. Said Proxy Holder may vote in accordance with his or her discretion on all matters not known or determined at the time of solicitation of this proxy, which may legally be considered at said meeting. Any proxy heretofore given by the undersigned for said meeting is hereby revoked. This proxy is to continue in full force and effect from the date hereof until the conclusion of the landowners meeting and any adjournment or adjournments thereof, but may be revoked at any time by written notice of such revocation presented at the landowners meeting prior to the Proxy Holder s exercising the voting rights conferred herein. Printed Name of Legal Owner Signature of Legal Owner Date Parcel Description Acreage Authorized Votes [Insert above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel. If more space is needed, identification of parcels owned may be incorporated by reference to an attachment hereto.] Total Number of Authorized Votes: 75 NOTES: Pursuant to Section 190.006(2)(b), Florida Statutes (2015), a fraction of an acre is treated as one (1) acre entitling the landowner to one vote with respect thereto. Moreover, two (2) or more persons who own real property in common that is one acre or less are together entitled to only one vote for that real property. If the fee simple landowner is not an individual, and is instead a corporation, limited liability company, limited partnership or other entity, evidence that the individual signing on behalf of the entity has the authority to do so should be attached hereto (e.g., bylaws, corporate resolution, etc.).

OFFICIAL BALLOT WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT CITY OF WINTER GARDEN, FLORIDA LANDOWNERS MEETING - NOVEMBER, 2018 For Election (3 Supervisors): The two (2) candidates receiving the highest number of votes will each receive a four (4) year term, and the one (1) candidate receiving the next highest number of votes will receive a two (2) year term, with the term of office for the successful candidates commencing upon election. The undersigned certifies that he/she/it is the fee simple owner of land, or the proxy holder for the fee simple owner of land, located within the WINTER GARDEN VILLAGE AT FOWLER GROVES Community Development District and described as follows: Description Acreage [Insert above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel.] [If more space is needed, identification of parcels owned may be incorporated by reference to an attachment hereto.] or Attach Proxy. I,, as Landowner, or as the proxy holder of (Landowner) pursuant to the Landowner s Proxy attached hereto, do cast my votes as follows: NAME OF CANDIDATE NUMBER OF VOTES 1. 2. 3. Date: Signed: Printed Name:

The Winter Garden Village at Fowler Groves Community Development District Discussion Concerning Pond Repair

The Winter Garden Village at Fowler Groves Community Development District Consideration of Financial Advisory Agreement

FINANCIAL ADVISORY AGREEMENT 1.0 Registration as a Municipal Advisor Fishkind & Associates, Inc. ( FA or Advisor ) is a registered Municipal Advisor pursuant to Section 15B of the Securities Exchange Act and rules and regulations adopted by the United States Securities and Exchange Commission ( SEC ) and the Municipal Securities Rulemaking Board ( MSRB ) License Number K1055. As such, FA is bound by the SEC s Municipal Advisor Rule that imposes a: (a) registration regime upon municipal advisors, i.e., firms that give advice to municipal entities, such as community development districts, and (b) fiduciary duty upon municipal advisors that give advice to municipal entities. FA also must comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As part of our registration FA is required to disclose to the SEC information regarding criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation involving FA. Pursuant to MSRB Rule G-42, FA is required to disclose any legal or disciplinary event that is material to the District s evaluation of FA or the integrity of its management or advisory personnel. FA has determined that no such event exists. Copies of FA s filings with the SEC can currently be found by accessing the SEC s Electronic Data Gathering, Analysis, and Retrieval ( EDGAR ) system Company Search Page which is currently available at https://www.sec.gov/edgar/searchedgar/companysearch.html. In addition, G-42 requires FA to disclose in writing all material conflicts of interest. FA is not aware of any conflicts of interest related to this engagement. 2.0 Scope of Work 2.1 Municipal Advisor Role The Municipal Advisor is engaged as a recognized independent expert whose primary responsibility is to give objective fiscal advice on the structure and issuance of any debt under state and federal securities law. 12051 Corporate Blvd., Orlando, Florida 32817 (407) 382-3256 FAX (407) 382-3254 Email homeoffice@fishkind.com

2.2 Specific Advisory Services We will provide the following services. a. Formulation of the District's assessment methodology or similar security for the debt including consultation with the District s underwriter, bond counsel, district counsel, and consulting engineer. b. Assistance to the District and its underwriter in developing the financing plan for the District's funding of its infrastructure. c. Recommendations as to the appropriate financial structures for the proposed financings, as requested. d. Advice on terms and features of bonds, the timing of marketing of bond issues and the analysis of market conditions as they relate to bond sales. e. Assistance with the District s underwriter in the review and preparation of cash flow forecasts for proposed issues addressing debt service requirements and sources of funding. f. Assistance, as requested, in the preparation of financing schedules, bond documents, inter local agreements and official statements. g. Assistance in negotiations with the underwriter regarding the underwriter's gross spread (bond discount). h. Assistance, with the District s underwriter, regarding any interim financing, if necessary or desirable. i. Advice to the District, if requested, on the selection of a trustee, paying agent and other financial intermediaries. j. Assistance in the proceedings for the validation of the District's bonds, the preparation of materials in support of validation, and determination of the validation amount as requested. k. Assistance to the District with regard to the sale of its bonds by the underwriter, including an analysis of the proposed interest rate and other factors affecting the sale. l. Assistance with the District's bond closing, including the printing, signing and delivery of the District's bonds and the transfers of moneys to the District by the underwriter. m. Calculation of the preliminary and final assessment rolls or their equivalent. n. Assistance to the District in investing the proceeds of any debt offering as requested. 12051 Corporate Blvd., Orlando, Florida 32817 (407) 382-3256 FAX (407) 382-3254 Email homeoffice@fishkind.com

o. Attendance at all necessary meetings as determined by the District Manager. 3.0 Compensation 3.1 General Considerations and Avoidance of Conflicts of Interest There are several potential conflicts of interest that may apply to our engagement with you concerning compensation. For example, fixed fees or lump sum compensation represents a potential conflict of interest, because if the transaction requires more work than originally contemplated, the financial advisor may suffer a loss. Thus, the advisor may recommend less time-consuming alternatives, or fail to do a full analysis of alternatives. Fees based upon the par amount of debt presents a conflict of interest, because the advisor may have an incentive to advise the client to increase the size of the securities issue for the purpose of increasing the advisor s compensation. Contingent fees create a potential conflict of interest because the advisor may have an incentive to recommend unnecessary financings or financings that are disadvantageous to the client. When facts or circumstances arise that could cause the financing to be delayed or fail to close, an advisor may have an incentive to discourage a full consideration of such facts and circumstances. 3.2 Fee Proposal and Budget FA s plan to mitigate conflicts of interest regarding compensation is to charge for our services on a time and expense basis at our standard rate of $450 per hour. Reasonable out-of-pocket expenses incurred by the Advisor in the performance of his duties shall be billed and paid on a pro rata monthly basis in accordance with Section 112.061, Florida Statutes. We propose a not-to-exceed budget of $1,000 for this engagement based on our estimate for the cost of the work involved in rendering financial advisory services on a routine basis. We will bill hourly against this budget. Should the work expand beyond the budget, we will notify you promptly with documentation supporting a proposed budget increase. Such expansions would include: (a) developing assessment methodologies, (b) crafting financing strategies, and (c) managing the issuance of any debt obligations. In such circumstances, we expect that the Advisor s fee and expenses will be paid from the proceeds of the District s debt issuance. Therefore, the payment of our fees and expenses for any expansion of our routine financial advisory services will be deferred until the later of the time when: (a) the District closes on a debt issuance or (b) the District defers or abandons its issuance of debt. However, our fees are not contingent upon the District s issuance of debt. 12051 Corporate Blvd., Orlando, Florida 32817 (407) 382-3256 FAX (407) 382-3254 Email homeoffice@fishkind.com

4.0 General Provisions 4.1 Advisor Not to Participate as Underwriter The Advisor is precluded from being an underwriter of any debt obligations issued by the District and shall not participate, in any manner, in the initial syndication for the issuance of any of the District's debt obligations. However, the Advisor my act as a placement agent for debt obligations. 4.2 Termination of Relationship The District has the right to terminate this Agreement for good cause which shall include misfeasance, malfeasance, nonfeasance or dereliction of duties by the Advisor. Termination for good cause shall be effected by provision of a minimum of ten (10) days written notice to Advisor. Either party hereto shall have the right to terminate the relationship between the District and the Advisor, at any time and for any reason whatsoever, upon the District providing a minimum of thirty (30) days advance written notice to the Advisor and the Advisor providing a minimum of sixty (60) days advance written notice of intention to terminate. All notices shall be mailed to the person and address specified for use in the giving of notice, in paragraph 4.10, hereof. Should the relationship be terminated, all work product produced by the Advisor, to the date of termination, shall be the sole property of the District. The Advisor s fee shall be prorated according to the amount of work completed as determined by the District. Finally, the Advisor shall be entitled to all expenses not reimbursed as of the notice of termination. 4.4 Disclaimer of Advisor The District acknowledges that the Advisor is not an attorney and may not render legal advice or opinions. Although the Advisor may participate in accumulating information necessary for documents required by the District to finalize any particular financing, such information shall be verified by the District as to its correctness; provided, however, that the District shall not be required to verify the correctness of any information originated by the Advisor or the correctness of any information originated by the Advisor which the Advisor has used to formulate its opinions and advice given to the District. 4.4 Attorney Fees and Governing Law In the event either party is required to take any action to enforce this Agreement, the prevailing party shall be entitled to attorney s fees and costs, including fees and costs incurred in determining entitlement to and reasonableness of such fees and costs. This Agreement shall be interpreted in accordance with and shall be governed by the laws of the State of Florida. 12051 Corporate Blvd., Orlando, Florida 32817 (407) 382-3256 FAX (407) 382-3254 Email homeoffice@fishkind.com

4.5 Indemnification The Advisor agrees to indemnify, defend, and hold the District harmless from and against any and all claims, actions, suits, demands, assessments or judgments asserted and any and all losses, liabilities, damages, costs, court costs, and expenses, including attorney's fees, that the District may hereafter incur, become responsible for, or be caused to pay out arising out of or relating to the negligent, reckless and/or intentionally wrongful acts or omissions of the Advisor. The indemnification provided for herein shall not be deemed exclusive of any other rights to which the District may be entitled and shall continue after the Advisor has ceased to be engaged under this Agreement. Nothing herein shall be construed to limit the District s sovereign immunity limitations of liability provided in section 768.28, Florida Statutes or other applicable law. 4.6 Insurance The Advisor shall provide and maintain the following levels of insurance coverage at all times subsequent to the execution of this Agreement: a) Worker s Compensation insurance to cover full liability under worker s compensation laws in effect from time to time in Florida. b) General Liability insurance with limit of one million dollars ($1,000,000.00) per each occurrence. c) Professional Liability insurance with limit of one million dollars ($1,000,000.00) per each occurrence. d) Employment Practices Liability insurance with limit of two million dollars ($2,000,000.00) per each occurrence. e) Commercial Crime insurance with limit of two million dollars ($2,000,000.00) per each occurrence. f) Comprehensive Automobile Liability insurance for all vehicles used by the Consultant s staff, whether owned or hired, with a combined single limit of one million dollars ($1,000,000.00). The District (and its staff, consultants, and supervisors as applicable) will be listed as additional insureds on the General Liability and Automobile insurance policies described above. The District (and its staff, consultants, and supervisors as applicable) will be listed as a joint loss payee on the Commercial Crime insurance. None of the policies above may be canceled during the term of this Agreement (or otherwise cause the District to not be named as an additional insured or joint loss payee where applicable) without sixty (60) days written notice to the District. Advisor will furnish the District with a Certificate of Insurance evidencing compliance with this section prior to Agreement commencement and upon request. 12051 Corporate Blvd., Orlando, Florida 32817 (407) 382-3256 FAX (407) 382-3254 Email homeoffice@fishkind.com

4.7 Time of the Essence The District and the Advisor agree that time is of the essence and that the services of the Advisor shall be performed expeditiously. 4.8 Term of This Agreement This Agreement shall renew automatically until terminated by either the District or the Advisor. 4.9 Entire Agreement This Agreement constitutes the entirety of the terms and conditions of the agreement between the parties for District Management services. Any amendment or change to this Agreement shall be in writing and executed by all parties to the Agreement. 4.10 Notices All notices, requests, or authorizations which may from time to time be required or expedient shall be in writing and shall be delivered or mailed as follows: District: With a copy to: Advisor: Winter Garden Village at Fowler Groves CDD 12051 Corporate Blvd. Orlando, FL 32817 Hopping Green & Sams Roy Van Wyk 119 South Monroe Street, Suite 300 Tallahassee, FL 32301 Fishkind & Associates, Inc. Dr. Hank Fishkind 12051 Corporate Blvd. Orlando, Florida 32817 hankf@fishkind.com 4.11 Authority to Execute Each of the parties hereto covenant to the other that it has the lawful authority to enter into this relationship, that the governing or managing body of each party has approved this relationship and has similarly authorized the execution of this Agreement. 4.12 Public Records Disclosure 12051 Corporate Blvd., Orlando, Florida 32817 (407) 382-3256 FAX (407) 382-3254 Email homeoffice@fishkind.com

Advisor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Advisor agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Consultant acknowledges that the designated public records custodian for the District is Fishkind & Associates, Inc. ( Public Records Custodian ). Among other requirements and to the extent applicable by law, the Advisor shall 1) keep and maintain public records required by the District to perform the service; 2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 4) ensure that public records which are exempt or confidential, and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the Agreement term and following the Agreement term if the Advisor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the Agreement, transfer to the District, at no cost, all public records in Advisor s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by the Advisor, the Advisor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats. IF THE FA HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE FA S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, FISHKIND & ASSOCIATES, INC., AT 407-382-3256, 12051 CORPORATE BLVD., ORLANDO, FLORIDA 32817. 12051 Corporate Blvd., Orlando, Florida 32817 (407) 382-3256 FAX (407) 382-3254 Email homeoffice@fishkind.com

In witness whereof, the parties hereto have executed this Agreement, in duplicate, this day of, 2018. Board of Supervisors Winter Garden Village at Fowler Groves Community Development District Sign Print Name Fishkind & Associates, Inc. Hank Fishkind, Ph.D., President 12051 Corporate Blvd., Orlando, Florida 32817 (407) 382-3256 FAX (407) 382-3254 Email homeoffice@fishkind.com

The Winter Garden Village at Fowler Groves Community Development District Consideration Resolution 2018-03, Approving a Preliminary Budget for FY 2018-2019 and Setting a Public Hearing Date

RESOLUTION 2018-03 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT APPROVING PROPOSED BUDGETS FOR FISCAL YEAR 2018/2019 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW; ADDRESSING TRANSMITTAL, POSTING AND PUBLICATION REQUIREMENTS; ADDRESSING SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the District Manager has heretofore prepared and submitted to the Board of Supervisors ( Board ) of the Winter Garden Village at Fowler Groves Community Development District ( District ) prior to June 15, 2018, proposed budgets ( Proposed Budget ) for the fiscal year beginning October 1, 2018 and ending September 30, 2019 ( Fiscal Year 2018/2019 ); and WHEREAS, the Board has considered the Proposed Budget and desires to set the required public hearing thereon. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT: 1. PROPOSED BUDGET APPROVED. The Proposed Budget prepared by the District Manager for Fiscal Year 2018/2019 attached hereto as Exhibit A is hereby approved as the basis for conducting a public hearing to adopt said Proposed Budget. 2. SETTING A PUBLIC HEARING. A public hearing on said approved Proposed Budget is hereby declared and set for the following date, hour and location: DATE:, 2018 HOUR: LOCATION: 3. TRANSMITTAL OF PROPOSED BUDGET TO LOCAL GENERAL PURPOSE GOVERNMENT. The District Manager is hereby directed to submit a copy of the Proposed Budget to Orange County and the City of Winter Garden at least 60 days prior to the hearing set above. 4. POSTING OF PROPOSED BUDGET. In accordance with Section 189.016, Florida Statutes, the District s Secretary is further directed to post the approved Proposed Budget

on the District s website at least two days before the budget hearing date as set forth in Section 2, and shall remain on the website for at least 45 days. 5. PUBLICATION OF NOTICE. Notice of this public hearing shall be published in the manner prescribed in Florida law. 6. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part thereof. 7. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS th DAY OF, 2018. ATTEST: WINTER GARDEN VILLAGE AT FOWLER GROVES COMMUNITY DEVELOPMENT DISTRICT Secretary By: Its: Exhibit A: FY 2018/2019 Proposed Budget

"EXHIBIT A" Winter Garden Village at Fowler Groves Community Development District Proposed Fiscal Year 2019 Annual Operations & Maintenance Budget (October 1, 2018 through September 30, 2019) Actual Through 2.28.18 Total Projected Through 9.30.18 FY 2018 Adopted Budget FY 2019 Proposed Budget Revenues Interest Income On Roll O&M Carry Forward Revenue Reserve/First Quarter Operating Capital Net Revenues General & Administrative Expenses Trustee Fees Management Engineering Dissemination Agent Property Appraiser District Counsel Assessment Administration Audit Telephone Postage/Shipping Copies Legal Advertising Website Maintenance Dues, Licenses, and Fees Reserve/First Quarter Operating Capital General Insurance Field/Pond Maintenance Total Expenses $150.49 $150.49 $250.00 $250.00 51,965.99 52,501.21 52,501.21 52,501.21 53,861.88 53,861.88 53,861.88 57,023.79 30,000.00 30,000.00 30,000.00 30,000.00 $135,978.36 $136,513.58 $136,613.09 $139,775.00 $9,181.73 $9,181.73 $8,500.00 $9,200.00 6,250.00 15,000.00 15,000.00 17,500.00 0.00 5,000.00 10,000.00 10,000.00 0.00 500.00 500.00 500.00 22.00 22.00 5,000.00 5,000.00 1,187.00 3,000.00 15,000.00 15,000.00 5,000.00 5,000.00 5,000.00 5,000.00 0.00 4,500.00 5,000.00 5,000.00 0.00 60.00 100.00 100.00 6.09 25.00 200.00 200.00 0.00 175.00 200.00 200.00 185.67 500.00 2,000.00 2,000.00 375.00 900.00 1,238.09 900.00 175.00 175.00 175.00 175.00 0.00 0.00 30,000.00 30,000.00 4,924.00 4,924.00 4,700.00 5,000.00 0.00 0.00 34,000.00 34,000.00 $27,306.49 $48,962.73 $136,613.09 $139,775.00

"Exhibit A Continued" Winter Garden Village @ Fowler Groves Community Development District Debt Service Fund Budget, FY 2017-2018 Series 2016 Special Assessment Bonds REVENUES: FY 2019 Budget Special Assessments Series 2016 $2,092,215.64 TOTAL REVENUES $2,092,215.64 EXPENDITURES: Series 2016 -Interest 11/1/2018 $422,446.88 Series 2016 - Principal 5/1/2019 $850,000.00 Series 2016 - Interest 5/1/2019 $409,884.38 TOTAL EXPENDITURES $1,682,331.26 EXCESS REVENUES $409,884.38 November 1, 2019 Series 2016 Debt Service Payment $409,884.38

The Winter Garden Village at Fowler Groves Community Development District Ratification of Payment Authorizations 106 114

The Winter Garden Village at Fowler Groves Community Development District Review of District s Financial Position

On-Roll Assessments $51,965.99 $51,965.99 Other Assessments $1,663,943.27 1,663,943.27 Total Revenues $51,965.99 $1,663,943.27 $0.00 $0.00 $0.00 $1,715,909.26 Travel and Per Diem $74.73 $74.73 Trustee Services 9,181.73 9,181.73 Management 7,500.00 7,500.00 Engineering 140.00 140.00 Property Appraiser 22.00 22.00 District Counsel 1,187.00 1,187.00 Assessment Administration 5,000.00 5,000.00 Audit 3,000.00 3,000.00 Postage & Shipping 6.09 6.09 Legal Advertising 185.67 185.67 Web Site Maintenance 450.00 450.00 Dues, Licenses, and Fees 175.00 175.00 General Insurance 4,924.00 4,924.00 Interest Payments - A1 bond $428,634.38 428,634.38 Total Expenses $31,846.22 $428,634.38 $0.00 $0.00 $0.00 $460,480.60 Interest Income $1,910.30 $1,910.30 Interest Income $1,560.25 1,560.25 Total Other Revenues (Expenses) & Gains (Losses) $1,910.30 $1,560.25 $0.00 $0.00 $0.00 $3,470.55 Total $25,941,184.27 $27,200,083.48 4/9/18 3:23:55 PM Winter Garden Village @ Fowler Groves Statement of Activities (YTD) (Columnar, By SubType Landscape) As of 3/31/2018 General Fund Debt Service Capital Projects Fund Fund General Fixed Asset Group Long Term Debt Group Revenues Expenses Other Revenues (Expenses) & Gains (Losses) Change In Net Assets $22,030.07 $1,236,869.14 $0.00 $0.00 $0.00 $1,258,899.21 Net Assets At Beginning Of Year $95,131.85 $1,559,904.42 $0.00 $24,286,148.00 $0.00 Net Assets At End Of Year $117,161.92 $2,796,773.56 $0.00 $24,286,148.00 $0.00

Total Winter Garden Village @ Fowler Groves Statement of Financial Position As of 3/31/2018 General Fund Debt Service Fund Capital Projects Fund General Fixed Asset Group Long Term Debt Group Assets Current Assets General Checking Account Money Market Account Prepaid Expenses Debt Service Reserve 2016A Revenue 2016A Prepayment 2016A Principal 2016A Total Current Assets $37,481.56 $37,481.56 80,310.65 $80,310.65 834.71 $834.71 $836,244.00 $836,244.00 1,959,676.54 $1,959,676.54 852.88 $852.88 0.14 $0.14 $118,626.92 $2,796,773.56 $0.00 $0.00 $0.00 $2,915,400.48 Investments Amount Available in Debt Service Funds Amount To Be Provided Total Investments $2,796,773.56 $2,796,773.56 20,443,226.44 $20,443,226.44 $0.00 $0.00 $0.00 $0.00 $23,240,000.00 $23,240,000.00 Property, Plant & Equipment Other Fixed Assets (2006) Other Fixed Assets (2007) Other Fixed Assets (2008) Total Property, Plant & Equipment $16,841,835.00 $16,841,835.00 5,844,440.00 5,844,440.00 1,599,873.00 1,599,873.00 $0.00 $0.00 $0.00 $24,286,148.00 $0.00 $24,286,148.00 Total Assets $118,626.92 $2,796,773.56 $0.00 $24,286,148.00 $23,240,000.00 $50,441,548.48

Total Winter Garden Village @ Fowler Groves Statement of Financial Position As of 3/31/2018 General Fund Debt Service Fund Capital Projects Fund General Fixed Asset Group Long Term Debt Group Liabilities and Net Assets Current Liabilities Accounts Payable Total Current Liabilities $1,465.00 $1,465.00 $1,465.00 $0.00 $0.00 $0.00 $0.00 $1,465.00 Long Term Liabilities Revenue Bonds Payable - Long-Term Total Long Term Liabilities $23,240,000.00 $23,240,000.00 $0.00 $0.00 $0.00 $0.00 $23,240,000.00 $23,240,000.00 Total Liabilities $1,465.00 $0.00 $0.00 $0.00 $23,240,000.00 $23,241,465.00 Net Assets Net Assets, Unrestricted Net Assets - General Government Current Year Net Assets - General Government Net Assets, Unrestricted Current Year Net Assets, Unrestricted Net Assets, Unrestricted Net Assets - General Government Net Assets, Invd in Capital, Net of Debt Total Net Assets $48,313.88 $48,313.88 46,817.97 46,817.97 22,030.07 22,030.07 $1,559,904.42 1,559,904.42 1,236,869.14 1,236,869.14 $48,551.67 48,551.67 (48,551.67) (48,551.67) $24,286,148.00 24,286,148.00 $117,161.92 $2,796,773.56 $0.00 $24,286,148.00 $0.00 $27,200,083.48 Total Liabilities and Net Assets $118,626.92 $2,796,773.56 $0.00 $24,286,148.00 $23,240,000.00 $50,441,548.48

Winter Garden Village @ Fowler Groves Budget to Actual For the period ending 3/31/18 Year To Date Actual Budget Variance Adopted FY2018 Budget Revenues On-Roll Assessments $51,965.99 $26,250.66 $25,715.33 $52,501.21 Carry Forward Revenue 0.00 15,000.00 (15,000.00) 53,861.88 Reserve/First Quarter Operating Capital 0.00 26,930.94 (26,930.94) 30,000.00 Interest Income 1,910.30 124.98 1,785.32 250.00 Net Revenues $53,876.29 $68,306.58 $(14,430.29) $136,613.09 General & Administrative Expenses Trustee Fees Management Engineering Dissemination Agent Property Appraiser District Counsel Assessment Administration Audit Telephone Postage/Shipping Copies Legal Advertising Travel & Per Diem Website Maintenance Dues, Licenses, and Fees Reserve/First Quarter Operating Capital General Insurance Pond Maintenance Total General & Administrative Expenses $9,181.73 $4,249.98 $4,931.75 $8,500.00 7,500.00 7,500.00 0.00 15,000.00 140.00 4,999.98 (4,859.98) 10,000.00 0.00 250.02 (250.02) 500.00 22.00 2,500.02 (2,478.02) 5,000.00 1,187.00 7,500.00 (6,313.00) 15,000.00 5,000.00 2,500.02 2,499.98 5,000.00 3,000.00 2,500.02 499.98 5,000.00 0.00 49.98 (49.98) 100.00 6.09 100.02 (93.93) 200.00 0.00 100.02 (100.02) 200.00 185.67 1,000.02 (814.35) 2,000.00 74.73 0.00 74.73 0.00 450.00 619.02 (169.02) 1,238.09 175.00 87.48 87.52 175.00 0.00 15,000.00 (15,000.00) 30,000.00 4,924.00 2,350.02 2,573.98 4,700.00 0.00 16,999.98 (16,999.98) 34,000.00 $31,846.22 $68,306.58 $(36,460.36) $136,613.09 Net Income (Loss) $22,030.07 $0.00 $22,030.07 $0.00