Bradbury Community Development District

Meeting Agenda June 26, 2024

Bradbury
Community Development District

219 E. Livingston St., Orlando, Florida 32801 Phone: 407-841-5524 – Fax: 407-839-1526
June 19, 2024

Board of Supervisors Meeting
Bradbury Community Development District

Dear Board Members:

A meeting of the Board of Supervisors of the Bradbury Community Development District will be held on Wednesday, June 26, 2024 at 10:15 AM at 346 E. Central Ave., Winter Haven, FL 33880.

Zoom Video Link: https://us06web.zoom.us/j/83045846177
Call-In Information: 1-646-876-9923
Meeting ID: 830 4584 6177

Following is the advance agenda for the meeting:

Board of Supervisors Meeting

Roll Call
Public Comment Period (1Speakers will fill out a card and submit it to the District Manager prior to the beginning of the meeting)
Approval of Minutes of the June 5, 2024 Board of Supervisors Meeting
Consideration of Equipment Lease/Purchase Agreement for Playground Equipment and Pool Furniture
Presentation of Arbitrage Rebate Report from AMTEC for Series 2023 Bonds
Staff Reports
Attorney
Engineer
Field Manager’s Report
District Manager’s Report
Approval of Check Register (to be provided under separate cover)
Balance Sheet & Income Statement (to be provided under separate cover)
Other Business
Supervisors Requests and Audience Comments
Adjournment

1 Comments will be limited to three (3) minutes

MINUTES
MINUTES OF MEETING BRADBURY
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Bradbury Community Development District was held Wednesday, June 5, 2024 at 11:37 a.m. at 346 E. Central Ave. Winter Haven, Florida.

Present and constituting a quorum:

Lauren Schwenk	Vice Chairperson
Chuck Cavaretta	Assistant Secretary
Daniel Arnette	Assistant Secretary Also present were:
Jill Burns	District Manager, GMS
Roy Van Wyk	District Counsel, Kilinski Van Wyk
Patrick Collins	District Counsel, Kilinski Van Wyk
Rey Malave via Zoom	District Engineer, Dewberry
Joel Blanco	Field Manager, GMS

FIRST ORDER OF BUSINESS	Roll Call
Ms. Burns called the meeting to order and called the roll. Three Supervisors were present in person constituting a quorum.

SECOND ORDER OF BUSINESS	Public Comment Period
There were no members of the public present and no members joining via Zoom for the meeting.

THIRD ORDER OF BUSINESS	Approval of Minutes from the July 26, 2023
Board of Supervisors and Audit Committee Meetings
Ms. Burns presented the minutes from July 26, 2023 Board of Supervisors and Audit Committee meetings and asked for any questions, comments, or corrections to those minutes. The board had no changes to the minutes.
June 5, 2024	Bradbury CDD

FOURTH ORDER OF BUSINESS	Consideration	of	Resolution	2024-01
Approving the Proposed Fiscal Year 2024/2025 Budget (Suggested Date: July 24, 2024) Declaring Special Assessments, and Setting the Public Hearings on the Adoption of the Fiscal Year 2024/2025 Budget and the Imposition of Operations and Maintenance Assessments
Ms. Burns reviewed the proposed Fiscal Year 2025 budget for the Board, and noted that it was mostly a build out budget to set the cap. She noted that this would be a first time O&M levy for this District. The gross per unit assessment would be $960.30.
Mr. Van Wyk asked Ms. Burns if it was her opinion that the assessments are fairly and reasonably apportioned across the product types, and Ms. Burns answered yes. Mr. Van Wyk asked if these are all necessary services, and Ms. Burns answered yes.
Ms. Burns stated that the date for the public hearing would be at their Wednesday, August 28, 2024 meeting.

FIFTH ORDER OF BUSINESS	Consideration	of	Resolution	2024-02
Designating a Date, Time, and Location for a Landowners’ Meeting and Election (November 5, 2024)
Ms. Burns suggested the Board set November 5, 2024 at 9:00 a.m. as the Landowners’ election date. She noted that the whole Board did not need to attend, just one representative of the landowner.
June 5, 2024	Bradbury CDD

SIXTH ORDER OF BUSINESS	Presentation of Fiscal Year 2023 Audit Report
Ms. Burns presented the Fiscal Year 2023 Audit report to the Board and pointed out that page 27 contains a report to management that shows there were no findings or instances of non- compliance. This was a clean audit and it is being sent to the state prior to the June 30th deadline.

SEVENTH ORDER OF BUSINESS	Ratification  of  Arbitrage  Rebate  Services
Proposal from AMTEC for Series 2023 Bonds
Ms. Burns noted that this proposal had previously been executed by Rennie Heath and it just needed to be ratified by the Board at this time.

EIGHTH ORDER OF BUSINESS	Ratification of 2024 Data Sharing and Usage
Agreement	with	Polk	County	Property Appraiser
Ms. Burns reviewed the agreement with the Polk County property appraiser. She noted that this agreement had been previously approved and she was seeking ratification.

NINTH ORDER OF BUSINESS	Ratification	of	2024	Non-Ad	Valorem
Contract	Agreement	with	Polk	County Property Appraiser
Ms. Burns noted that this agreement with Polk County had been previously approved and she was seeking ratification from the Board.
June 5, 2024	Bradbury CDD

TENTH ORDER OF BUSINESS	Ratification	of	Revised	Audit	Services
Engagement Letter with Grau & Associates
Ms. Burns noted this was previously executed and is for the Fiscal Year 2023 audit report.

ELEVENTH ORDER OF BUSINESS	Staff Reports
Attorney
Mr. Van Wyk noted for the record that the ballot proxy was attached to the landowners’ meeting resolution. Ms. Burns confirmed and also noted that the proxy forms are available online or via request from her office.

Engineer
Mr. Malave had nothing new to report.

Field Manager’s Report
Mr. Blanco reviewed his report and noted that they have been conducting landscape reviews and completed a conveyance walk. He noted that a lot of the phases have been fully completed. They are missing sod around some of the monuments. The only tract that is missing sod is the large walking trail in Phase 2, and some small tracts along the east side of Phase 2. Mr. Blanco noted that there was an irrigation issue, someone had been turning off the valves. Prince reviewed the irrigation prior to the Board meeting and he said everything is working well and they will continue to monitor it weekly.
Mr. Blanco noted that they have been spraying the dry pond as they’ve had issues with weeds growing along the sandbag, concrete bag area.

Presentation of Landscaping Services Proposal
Duval
June 5, 2024	Bradbury CDD

Prince & Sons
Mr. Blanco reviewed the proposals for landscaping services. The Duval proposal totaled
$95,478. The Prince & Sons proposal totaled $86,520. Ms. Burns confirmed they had $130,000 in the budget for this item.

District Manager’s Report
Ms. Burns noted that she had spoken prior to the meeting with Mr. Arnette about conveyance of the common area tracts and the roadways which were nearing completion. Ms. Burns noted that aside from a few areas of sodding the project was substantially complete. Mr. Van Wyk suggested making a motion authorizing staff to execute the conveyance documents for the common areas for Phases 1 and 2.

Approval of Check Register
Ms. Burns noted that the next item was approval of the check register for March, which is in the agenda package for review. She asked for any questions and was otherwise looking for a motion to approve.

Balance Sheet & Income Statement
Ms. Burns noted that financial statements were included in the agenda packets for review, if anyone has any questions, she offered to answer those. There was no action necessary.

Presentation of Number of Registered Voters – 0
Ms. Burns stated that the number of registered voters in the District was zero.
June 5, 2024	Bradbury CDD

TWELFTH ORDER OF BUSINESS	Other Business
There being no comments, the next item followed.

THIRTEENTH ORDER OF BUSINESS	Supervisors	Requests	and	Audience
Comments
There being no comments, the next item followed.

FOURTEENTH ORDER OF BUSINESS	Adjournment

Secretary/Assistant Secretary	Chairman/Vice Chairman

Section IV
POOL FURNITURE AND PLAYGROUND EQUIPMENT LEASE/PURCHASE AGREEMENT

This Pool Furniture and Playground Equipment Lease/Purchase Agreement (the “Agreement”) dated as of June 26, 2024, and entered into by and between HNB PROPERTY, LLC, a Florida limited liability company, as Lessor (“Lessor”), and the BRADBURY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government and political subdivision of the State of Florida, organized and existing under the laws of the State of Florida, as Lessee (the “Lessee”).
W IT NE S SETH :
WHEREAS, Lessee desires to lease and acquire from Lessor certain equipment described in each Schedule (as each such term is defined herein), subject to the terms and conditions of, and for the purposes set forth in this Lease; and in the event of a conflict, the terms of a Schedule prevail; and
WHEREAS, the relationship between the parties shall be a continuing one and items of equipment may be added to the Equipment from time to time by execution of additional Schedules by the parties hereto and as otherwise provided herein; and
WHEREAS, Lessee is authorized under the constitution and laws of the State of Florida to enter into this Agreement and the Schedules hereto for the purposes set forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in consideration of the premises hereinafter contained, the parties hereby agree as follows:
ARTICLE I DEFINITIONS
Section 1.01 Definitions.	The following terms will have the meanings indicated below unless the context clearly requires otherwise:
“Acquisition Amount” means the amount specified in the Lease and represented by Lessee to be sufficient to acquire the Equipment listed in such Lease, which amount shall be not less than
$10.
“Acquisition Fund” means, with respect to this Lease, the fund established and held by the Acquisition Fund Custodian pursuant to the related Acquisition Fund Agreement, if any.
“Acquisition Fund Agreement” means, with respect to this Lease, an Acquisition Fund and Account Control Agreement in form and substance acceptable to and executed by the Lessee, the Lessor and the Acquisition Fund Custodian, pursuant to which an Acquisition Fund is established and administered, if any.
“Acquisition Fund Custodian” means the Acquisition Fund Custodian identified in any Acquisition Fund Agreement, and its successors and assigns.

“Acquisition Period” means, with respect to this Lease, that period stated in the Schedule to the Lease during which the Lease Proceeds attributable to the Lease may be expended on Equipment Costs.
“Agreement” means this Pool Furniture and Playground Equipment Lease/Purchase Agreement, including the exhibits hereto, together with any amendments and modifications to the Agreement pursuant to Section 13.06.

“Certificate” means the certificate executed by the Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C.

“Code” means Title 26 of the U.S. Code, except where otherwise indicated.
“Commencement Date” means the date when Lessee’s obligation to pay rent commences under such Lease, which date shall be the earlier of (i) the date on which the Equipment listed in this Lease is accepted by Lessee in the manner described in Section 5.01, and (ii) the date on which sufficient moneys to purchase the Equipment listed in such Lease are deposited for that purpose with an Acquisition Fund Custodian.
“Equipment” means the property listed in the Lease and all replacements, repairs, restorations, modifications and improvements hereof or thereto made pursuant to Section 8.01 of Article V. Whenever reference is made in this Agreement to Equipment listed in this Lease, such reference shall be deemed to include all such replacements, repairs, restorations, modifications and improvements of or to such Equipment.
“Equipment Costs” means the total cost of the Equipment listed in this Lease, including all delivery charges, installation charges, capitalizable consulting and training fees, legal fees, financing costs, and other costs necessary to vest full, clear legal title to the Equipment in Lessor, and otherwise incurred in connection with the financing provided by the lease-purchase of the Equipment as provided in the Lease.
“Expense Fund” means, with respect to this Lease, the fund established and held by the Acquisition Fund Custodian pursuant to the related Acquisition Fund Agreement, if any.
“Event of Default” means an Event of Default described in Section 12.01.
“Lease” means a Schedule and the terms of this Agreement which are incorporated by reference into such Schedule.

“Lease Proceeds” means, with respect to this Lease, the total amount of money to be paid by Lessee to Lessor the in accordance with the Agreement.
“Lease Term” for the Lease shall begin on the Commencement Date thereof and continue as specified in the Schedule applicable thereto.
“Lessee” means the entity or entities referred to as Lessee in the first paragraph of this Agreement.
“Lessor” means (a) the entity referred to as Lessor in the first paragraph of this Agreement or (b) any assignee or transferee of any right, title or interest of Lessor in and to the Equipment under a Lease (including Rental Payments thereunder) pursuant to Section 11.01, but does not include Lessee, any party taking a leasehold interest in the Equipment or any entity solely by reason of that entity retaining or assuming any obligation of Lessor to perform under a Lease.
“Maximum Equipment Cost” means $	.
“Purchase Price” means, with respect to the Equipment listed on this Lease, the amount that Lessee may pay to Lessor to purchase such Equipment as provided in such Lease.
“Rental Payments” means the basic rental payments payable by Lessee under this Lease pursuant to Section 4.01, in each case consisting of a principal component and an interest component.
“Schedule” means each separately numbered Schedule of Property substantially in the form of Exhibit A hereto together with a Rental Payment Schedule attached thereto substantially in the form of Exhibit A-1 hereto.
“State” means the State of Florida.
“Utilization Period” means the date by which Lessee must deliver an Acceptance Certificate for the Equipment under this Lease as indicated in Section 3.04(b).
“Vendor” means the manufacturer or supplier of the Equipment or any other person as well as the agents or dealers of the manufacturer or supplier from whom Lessor arranged Lessee’s acquisition and financing of the Equipment pursuant to the applicable Lease.

ARTICLE II COVENANTS
Section 2.01 Representations and Covenants of Lessee. Lessee represents, covenants
and warrants for the benefit of Lessor on the date hereof and as of the Commencement Date of the Lease as follows:
Lessee is a political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Lease and the transactions contemplated hereby and to perform all of its obligations hereunder.
Lessee has duly authorized the execution and delivery of this Agreement and this Lease by proper action of its governing body at a meeting duly called, regularly
convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and this Lease.
No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof.
Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a political subdivision.
Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Lease and the acquisition by Lessee of the Equipment as provided in the Lease.
During the Lease Term, the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee’s authority. Lessee does not intend to sell or otherwise dispose of any interest in the Equipment prior to the last Rental Payment scheduled to be paid under each Lease.
Lessee shall deliver to Lessor (i) annual audited financial statements (including (1) a balance sheet, (2) statement of revenues, expenses and changes in fund balances, (3) statement of cash flows and notes, and (4) schedules and attachments to the financial statements) within 270 days of its fiscal year end, (ii) such other financial statements and information as Lessor may reasonably request, and (iii) its annual budget for the following fiscal year within 30 days of the adoption thereof. The annual audited financial statements shall be accompanied by an unqualified opinion of Lessee’s auditor. Credit information relating to Lessee may be disseminated among Lessor and any of its affiliates and any of their respective successors and assigns.
Lessee has kept, and throughout the Lease Term of this Agreement will keep, its books and records in accordance with generally accepted accounting principles.
Lessee has an immediate need for the Equipment listed on the Schedule and expects to make immediate use of the Equipment listed on the Schedule. Lessee’s need for the Equipment is not temporary and Lessee does not expect the need for any item of the Equipment to diminish during the Lease Term .

The payment of the Rental Payments or any portion thereof is not (under the terms of this Lease or any underlying arrangement) directly or indirectly (a) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (b) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local
governmental unit. No portion of the Equipment Costs for the Equipment will be used, directly or indirectly, to make or finance loans to any person other than Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment.
There is no pending litigation, tax claim, proceeding or dispute that Lessee reasonably expects will materially and adversely affect Lessee’s financial condition or impairs its ability to perform its obligations hereunder. Lessee will, at its expense, maintain its legal existence in good standing and do any further act and execute, acknowledge, deliver, file, register and record any further documents Lessor may reasonably request in order to protect Lessor’s interest in the Equipment and Lessor’s rights and benefits under this Lease.
ARTICLE III LEASE
Section 3.01 Lease of Equipment.  Subject to the terms of this Agreement, Lessor
agrees to provide the funds specified in this Lease to be provided by it to acquire the Equipment, up to an amount equal to the Maximum Equipment Cost. Upon the execution of this Lease, Lessor leases and lets to Lessee, and Lessee rents and leases from Lessor, the Equipment as set forth in such Lease and in accordance with the terms thereof.
Section 3.02 Continuation of Lease Term. Lessee intends to continue the Lease Term and to pay the Rental Payments thereunder. Lessee reasonably believes that an amount sufficient to make all Rental Payments during the entire Lease Term of the Lease can be obtained from legally available funds of Lessee. Lessee further intends to do all things lawfully within its power to obtain and maintain funds sufficient and available to discharge its obligation to make Rental Payments due hereunder, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law, to have such portion of the budget or appropriation request approved and to exhaust all available reviews and appeals in the event such portion of the budget or appropriation request is not approved.
Section 3.03 Abatement. During any period in which, by reason of material damage or destruction or taking under the power of eminent domain (or sale to any entity threatening the use of such power) or material title defect with respect to any Equipment, there is substantial interference with the use and possession by Lessee of such Equipment, the Lessee’s obligation to pay rent applicable to such Equipment shall be abated proportionately in whole or in part. Lessee shall immediately notify Lessor upon the occurrence of any event causing substantial interference with Lessee’s use and possession of any Equipment, and such notice shall be provided prior to the abatement of any rent. The amount of abatement of the Lessee’s obligation to pay rent shall be such that the remaining rental obligation of the Lessee for each rental period represents fair consideration for the use and possession of the portions of the Equipment that are not affected by such interference. Such abatement shall commence on the date that Lessee’s use and possession of the affected Equipment is restricted because of such interference and end on the earlier of (i) the date on which the use and possession thereof are restored to Lessee, or (ii) the date on which
Lessee either (x) replaces the affected Equipment or (y) uses the proceeds of insurance or condemnation award to pay the applicable Purchase Price therefor. Notwithstanding any such interference with Lessee’s use and possession of a portion of the Equipment, this Lease shall continue in full force and effect with respect to any remaining Equipment. To the extent applicable, Lessee waives the benefits of California Civil Code Section 1932, to the extent applicable, and any and all other rights to terminate this Lease by virtue of any interference with the use and possession of any Equipment.
Section 3.04 Conditions to Lessor’s Performance.
As a prerequisite to the performance by Lessor of any of its obligations pursuant to this Lease, Lessee shall deliver to Lessor the following:
A fully completed Schedule, executed by Lessee;
An Acquisition Fund Agreement, if applicable;
A Certificate executed by the Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C, completed to the satisfaction of Lessor;
Proof of official action of Lessee’s governing body authorizing the execution and delivery of this Lease and performance by Lessee of its obligations hereunder;

Evidence of insurance as required by Section 7.02 hereof;
All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.01 and 6.02;

Such other items, if any, as are set forth in such Lease or are reasonably required by Lessor.
In addition, the performance by Lessor of any of its obligations pursuant to this Lease shall be subject to: (i) no material adverse change in the financial condition of Lessee since the date of this Lease, (ii) no Event of Default having occurred, and (iii) if no Acquisition Fund has been established, the Equipment must be accepted by Lessee no later than 		 (the “Utilization Period”).
Subject to satisfaction of the foregoing, Lessor will pay the Acquisition Amount for Equipment described in the Schedule to the Vendor upon receipt of the documents described in Sections 5.01(a) and (b); or if an Acquisition Fund has been established pursuant to an Acquisition Fund Agreement, Lessor will deposit the Acquisition Amount for Equipment described in the Schedule with the Acquisition Fund Custodian.
Lessee will cooperate with Lessor in Lessor’s review of this proposed Lease. Without limiting the foregoing, Lessee will provide Lessor with any documentation
or information Lessor may request in connection with Lessor’s review of any proposed Lease. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee.

ARTICLE IV

PAYMENT AND PREPAYMENT OF RENT
Section 4.01 Rental Payments. Lessee shall promptly pay Rental Payments, in lawful money of the United States of America, to Lessor on the dates and in such amounts as provided in this Lease. Lessee shall pay Lessor a charge on any Rental Payment not paid on the date such payment is due at the stated rate plus fourteen percent [14%] per annum or the maximum amount permitted by law, whichever is less, from such date. Lessee shall not permit the federal government to guarantee any Rental Payments under this Lease. Rental Payments consist of principal and interest payments as more fully detailed on the Schedule, the interest on which begins to accrue as of the Commencement Date for each such Schedule.

Section 4.02 Interest and Principal Components. A portion of each Rental Payment is paid as, and represents payment of, interest, and the balance of each Rental Payment is paid as, and represents payment of, principal. The Lease shall set forth the principal and interest components of each Rental Payment payable thereunder during the Lease Term.
Section 4.03 Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments under this Lease shall constitute a current expense of Lessee payable solely from its general fund or other funds that are legally available for that purpose and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein or in a Lease constitute a pledge of any general tax revenues, funds or moneys of Lessee.
Section 4.04 Rental Payments to be Unconditional. Except as provided in Section 3.03, the obligations of Lessee to make Rental Payments and to perform and observe the other covenants and agreements contained in this Lease shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense, for any reason, including without limitation any failure of the Equipment, after it has been accepted by Lessee, any defects, malfunctions, breakdowns or infirmities in the equipment or any accident, condemnation or unforeseen circumstances. Lessee’s obligations to make Rental Payments or pay other amounts hereunder shall not be abated on account of obsolescence or failure of the Equipment to perform as desired.
Section 4.05 Tax Covenant. Lessee agrees that it will not take any action that would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes, nor will it omit to take or cause to be taken, in timely manner, any action, which omission would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes. Lessee makes no representation
as to the excludability of any interest payment from federal, state, or local taxation.
Section 4.06 Event of Taxability. Upon the occurrence of an Event of Taxability, the interest component shall be at a Taxable Rate retroactive to the date as of which the interest component is determined by the Internal Revenue Service to be includible in the gross income of the owner or owners thereof for federal income tax purposes, and Lessee will not pay any additional amount.
For purposes of this Section, “Event of Taxability” means a determination that the interest component is includible for federal income tax purposes in the gross income of the owner thereof due to Lessee’s action or failure to take any action.
Section 4.07 Mandatory Prepayment. If the Lease Proceeds are deposited into an Acquisition Fund, any funds remaining in the Acquisition Fund on or after the Acquisition Period and not applied to Equipment Costs, shall be applied by Lessor on the next Rental Payment date to the prepayment of the principal component of the outstanding Rental Payments due under the applicable Schedule in inverse order of maturity.

ARTICLE V THE EQUIPMENT
Section 5.01 Delivery, Installation and Acceptance of Equipment. (a) Lessee shall
order the Equipment, cause the Equipment to be delivered and installed at the location specified in the Leases and pay any and all delivery and installation costs and other Equipment Costs in connection therewith (which amounts may be funded from the Acquisition Fund or amounts from the Acquisition Fund will be used to reimburse Lessee for any prior payment from Lessee’s own funds). When the Equipment listed in this Lease has been delivered and installed, Lessee shall promptly accept such Equipment and evidence said acceptance by executing and delivering to Lessor an acceptance certificate in the form attached hereto as Exhibit B.
(b) Lessee shall deliver to Lessor original invoices and bills of sale (if title to such Equipment has passed to Lessee) relating to each item of Equipment accepted by Lessee. With respect to Equipment not purchased through an Acquisition Fund, Lessor shall, upon receipt of an Acceptance Certificate from Lessee, prepare a Schedule of Property and Rental Payment Schedule. Lessee shall execute and deliver such Schedules to Lessor within five (5) business days of receipt.
Section 5.02 Enjoyment of Equipment. Lessor shall provide Lessee with quiet use and enjoyment of the Equipment during the Lease Term, and Lessee shall peaceably and quietly have, hold and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor, except as otherwise expressly set forth in the related Lease. Lessor shall not interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under the related Lease.
Section 5.03 Location; Inspection. Once installed, no item of the Equipment will be moved from the location specified for it in the Lease on which such item is listed without
Lessor’s consent, which consent shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment.
Section 5.04 Use and Maintenance of the Equipment. Lessee will not install, use, operate, or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by the related Lease. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative, executive, administrative, or judicial body; provided that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest (including the reversionary interest) of Lessor in and to the Equipment or its interest or rights under the Lease.
Lessee agrees that it will maintain, preserve, and keep the Equipment in good repair and working order, in accordance with manufacturer’s recommendations. Lessor shall have no responsibility to maintain, repair or make improvements or additions to the Equipment.

Lessee shall not alter any item of Equipment or install any accessory, equipment or device on an item of Equipment if that would impair any applicable warranty, the originally intended function or the value of that Equipment. All repairs, parts, accessories, equipment and devices furnished, affixed to or installed on any Equipment, excluding temporary replacements, shall thereupon become subject to the interest of Lessor therein.

ARTICLE VI TITLE AND SECURITY
Section 6.01 Title to the Equipment. During the Lease Term, all right, title and interest in and to each item of the Equipment shall be vested in Lessor. Lessee shall at all times protect and defend, at its own cost and expense, Lessor’s title in and to the Equipment from and against all claims, liens and legal processes of its creditors, and keep all Equipment free and clear of all such claims, liens and processes. Upon purchase of the Equipment under a Lease by Lessee pursuant to Section 10.01, Lessor shall transfer to Lessee title to the Equipment, as-is, without warranty of any kind other than as to the absence of liens created by or through Lessor, and shall execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the transfer of Lessor’s right, title and interest in the Equipment subject to the related Lease.

Section 6.02 Security Interest. As additional security for the payment of all of Lessee’s obligations under this Lease, upon the execution of this Lease, Lessee grants to Lessor a security interest constituting a first lien on (a) Lessee’s right, title and interest in the Equipment applicable to such Lease, (b) moneys and investments held from time to time in the Acquisition Fund, if any, and (c) any and all proceeds of any of the foregoing. Lessee agrees to execute and authorizes Lessor to file such notices of assignment, chattel mortgages, financing statements and other documents, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to
establish and maintain Lessor’s security interest in the Equipment, the Acquisition Fund and the proceeds thereof.

Section 6.03 Personal Property. The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. Upon the request of Lessor, Lessee will, at Lessee’s expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building.

ARTICLE VII

TAXES, CHARGES AND INSURANCE

Section 7.01 Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, liens, and encumbrances except those created by this Lease. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and that the Equipment will therefore be exempt from all property taxes. If the use, possession or acquisition of any Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to such Equipment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the Lease Term.
Section 7.02 Insurance. Lessee shall during the Lease Term maintain or cause to be maintained casualty insurance insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State, and any other risks reasonably required by Lessor, in an amount at least equal to the then-applicable Purchase Price of the Equipment; provided that, with Lessor’s prior written consent, Lessee may self-insure against the risks described herein. Lessee shall furnish to Lessor evidence of such insurance or self- insurance coverage throughout the Lease Term. Lessee shall not cancel or modify such insurance or self-insurance coverage in any way that would affect the interests of Lessor without first giving written notice thereof to Lessor at least thirty (30) days in advance of such cancellation or modification.
Section 7.03 Advances. In the event Lessee shall fail to keep the Equipment in good repair and working order, Lessor may, but shall be under no obligation to, maintain and repair the Equipment and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the Lease Term and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the due date until paid at the rate of fourteen percent (14%) per annum or the maximum amount permitted by law, whichever is less.

ARTICLE VIII
DAMAGE TO AND REPLACEMENT OF EQUIPMENT
Section 8.01 Damage, Destruction and Condemnation. Unless Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as provided in the related Lease, if, prior to the termination of the applicable Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee.

If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be of similar type, utility and condition to the Replaced Equipment and shall be of equal or greater value and useful life than the Replaced Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s title in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement and the related Lease. Lessee shall complete the documentation of Replacement Equipment on or before the next Rent Payment date after the occurrence of a casualty event or be required to exercise the Purchase Option with respect to the damaged equipment.
For purposes of this Article, the term “Net Proceeds” shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys’ fees, incurred in the collection thereof.
Section 8.02 Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 8.01, Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pay or cause to be paid to Lessor the amount of the then applicable Purchase Price for the Equipment, and, upon such payment, the applicable Lease Term shall terminate and Lessor’s interest in the Equipment shall terminate as provided in Section 6.01. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after purchasing such Equipment and such other Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article IV.
ARTICLE IX WARRANTIES
Section 9.01 Disclaimer of Warranties.  Lessor makes no warranty or representation,
either express or implied, as to the value, design, condition, merchantability or fitness for particular purpose or fitness for use of the Equipment, or any other warranty or representation, express or implied, with respect thereto and, as to Lessor, Lessee’s acquisition of the Equipment shall be on an “as is” basis. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, this Lease, the Equipment or the existence, furnishing, functioning or Lessee’s use of any item, product or service provided for in this Agreement or Lease.
Section 9.02 Vendor’s Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term, so long as Lessee shall not be in default under the related Lease, to assert from time to time whatever claims and rights (including without limitation warranties) relating to the Equipment that Lessor may have against Vendor. Lessee’s sole remedy for the breach of such warranty, indemnification or representation shall be against Vendor of the Equipment, and not against Lessor. Any such matter shall not have any effect whatsoever on the rights of Lessor with respect to this Lease, including the right to receive full and timely payments under a Lease. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties by Lessor of the Equipment.

ARTICLE X PURCHASE OF EQUIPMENT
Section 10.01 Purchase Option. Lessee shall have the option to purchase all of the Equipment listed in a Lease, upon giving written notice to Lessor at least thirty (30), but not more than one hundred twenty (120), days before the date of purchase, at the following times and upon the following terms:
From and after the date specified in the related Schedule (the “Purchase Option Commencement Date”), on the Rental Payment dates specified in the Lease, upon payment in full of the Rental Payments then due under such Lease plus the then applicable Purchase Price, which may include a prepayment premium on the unpaid balance as set forth in the applicable Schedule; or
In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment listed in a Lease, on the day specified in Lessee’s notice to Lessor of its exercise of the purchase option upon payment in full to Lessor of the Rental Payments then due under such Lease plus the then applicable Purchase Price; or
Upon the expiration of the Lease Term, upon payment in full of all Rental Payments then due and all other amounts then owing under the Lease, and the payment of
$10.00 to Lessor.
After payment of the applicable Purchase Price, Lessee will own the related Equipment, and Lessor’s right, title and interests in and to such Equipment will be transferred and terminated in accordance with Section 6.01.

ARTICLE XI ASSIGNMENT
Section 11.01 Assignment by Lessor. Lessor’s right, title and interest in and to Rental Payments and any other amounts payable by Lessee under the Lease, its interest in the Equipment subject to each such Lease, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or sub-assignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, however, that any such assignment, transfer or conveyance to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to any applicable State law. Nothing in this Section 11.01 shall be construed, however, to prevent Lessor from executing any such assignment, transfer or conveyance that does not involve funding through the use of certificates of participation within the meaning of applicable State law, including any such assignment, transfer or conveyance as part of a multiple asset pool to a partnership or trust, interests in which are offered and sold in a private placement or limited offering only to investors whom Lessor reasonably believes are qualified institutional buyers or accredited investors within the meaning of the applicable federal securities law; provided further, however, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under a Lease with or to more than one individual or entity. No assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, trust certificates or partnership interests with respect to the Rental Payments payable under a Lease, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company as trustee or paying agent. During the term of the Lease, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor. Assignments in part may include without limitation assignment of all of Lessor’s interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in the Lease, but such option does not permit the assignment of less than all of Lessor’s interests in the Equipment listed in a single Lease. Lessor acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or modify in any respect Lessee’s obligations to perform in accordance with the terms of this Agreement and the related Lease in accordance with their terms as originally executed. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents or participate in any manner in connection with such assignment, and Lessor and any such assignee shall be solely responsible for compliance
with all securities and other laws in connection with such assignment. Lessor acknowledges that this Agreement and the Lease has not been and will not be registered under the Securities Act of 1933 or any state securities laws and that Lessee has not and will not prepare any offering or disclosure materials or documents for use in connection with this Agreement or any assignment under this Section.
Section 11.02 Assignment and Subleasing by Lessee. None of Lessee’s right, title, and interest in, to and under this Lease or any portion of the Equipment may be assigned or encumbered by Lessee for any reason.

ARTICLE XII DEFAULTS AND REMEDIES
Section 12.01 Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Lease:
Failure by Lessee to pay any Rental Payment or other payment required to be paid under this Lease at the time specified herein;
Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph
(a) above, for a period of thirty ( 30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
Any statement, representation or warranty made by Lessee in or pursuant to this Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading, or breached in any material respect on the date when made;
Any default occurs under any other agreement for borrowing money or receiving credit under which Lessee may be obligated as borrower, if such default consists of (i) the failure to pay any indebtedness when due or (ii) the failure to perform any other obligation thereunder and gives the holder of the indebtedness the right to accelerate the indebtedness or pursue other remedies;
Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer
admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator or Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of thirty (30) consecutive days.

Section 12.02 Remedies on Default. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps:
By written notice to Lessee, Lessor may without terminating such Lease, collect each Rental Payment payable by Lessee pursuant to such Lease and other amounts payable by Lessee under such Lease as they become due and payable;
With or without terminating the Lease Term under such Lease, Lessor may enter the premises where the Equipment listed in such Lease is located and retake possession of such Equipment or require Lessee at Lessee’s expense to promptly return any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable, but solely from legally available funds, for the difference between (i) the Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such Lease or the Equipment listed therein that are payable by Lessee to the end of the Lease Term, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under such Lease, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer’s and attorney’s fees). The exercise of any such remedies respecting any such Event of Default shall not relieve Lessee of any other liabilities under any other Lease or the Equipment listed therein;
Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under such Lease or as a secured party in any or all of the Equipment subject to such Lease; and
By action pursuant to Florida law, or as otherwise provided by law, obtain the issuance of a writ of mandamus enforcing, for the entire balance of the remaining Lease Term, the duty of Lessee to appropriate and take all other administrative steps necessary for the payment of rents, and other amounts due hereunder.
Section 12.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease now or hereafter existing at law or in equity, provided that Lessor shall have no right to accelerate any Rental Payment or otherwise declare any Rental Payment or other amount payable not then in default to be immediately due and payable. No delay or omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice other than such notice as may be required in this Article.
Section 12.04 Application of Moneys. Any net proceeds from the exercise of any remedy under this Agreement, including the application specified in Section 12.02(b)(ii) (after deducting all expenses of Lessor in exercising such remedies including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing Equipment and all brokerage, auctioneer’s or attorney’s fees), shall be applied as follows:
If such remedy is exercised solely with respect to a single Lease, Equipment listed in such Lease or rights thereunder, then to amounts due pursuant to such Lease and other amounts related to such Lease or such Equipment.

ARTICLE XIII MISCELLANEOUS
Section 13.01 Notices. All notices, certificates or other communications under this Lease shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, or delivered by overnight courier, or sent by facsimile transmission (with electronic confirmation) to the parties hereto at the addresses immediately after the signatures to this Agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party) and to any assignee at its address as it appears on the registration books maintained by Lessee.
Section 13.02 E-Verify. The Lessor shall comply with and perform all provisions of Section 448.095, Florida Statutes. Accordingly, as a condition precedent to entering into this Agreement, Lessor shall register with and use the United States Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees. If the Lessor anticipates entering into agreements with a subcontractor for services under this Agreement, Lessor will not enter into the subcontractor agreement without first receiving an affidavit from the subcontractor regarding compliance with Section 448.095, Florida Statutes, and stating that the subcontractor has registered with and uses the E-Verify system and does not employ, contract with, or subcontract with an unauthorized alien. Lessor shall maintain a copy of such affidavit for the duration of the agreement and provide a copy to the Lessee upon request. Any party may terminate this Agreement or any subcontract hereunder if there is a good faith belief on the part of the terminating party that a contracting party has knowingly violated Section 448.09(1), Florida Statutes. Upon such termination, Lessor shall be liable for any additional costs incurred by the Lessee because of the termination. If the Lessee has a good faith belief that a subcontractor has violated Section 448.095, Florida Statutes, but the Lessor has otherwise complied with its obligations hereunder, the Lessee shall promptly notify the Lessor. The Lessor agrees to immediately terminate the agreement with the subcontractor upon notice from the Lessee.
Section 13.03 Release and Indemnification.  To the extent permitted by law, but only
from legally available funds, without waiving available insurance coverage, and only up to the monetary limits of liability granted in Section 768.28, Florida Statutes). Lessee shall indemnify, protect, hold harmless, save and keep harmless Lessor from and against any and all liability, obligation, loss, claim, tax and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith (including, without limitation, counsel fees and expenses, penalties connected therewith imposed on interest received) arising out of or as a result of (a) the entering into of this Agreement or Lease, (b) the ownership of any item of the Equipment, (c) the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment, (d) any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person, and/or (e) the breach of any covenant in the Lease or any material misrepresentation contained in the Lease. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under all Leases or the termination of the Lease Term under all Leases for any reason. Notwithstanding the foregoing, nothing herein shall be deemed as a waiver of the Lessee ’s sovereign immunity or the Lessee’s limits of liability as set forth in Section 768.28, Florida Statutes or other law, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under such limitations of liability or by operation of law.
Section 13.04 Binding Effect. This Agreement and Lease shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns.
Section 13.05 Severability. In the event any provision of this Agreement and/or Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
Section 13.06 Amendments, Changes and Modifications. This Agreement and Lease may only be amended by Lessor and Lessee in writing.

Section 13.07 Execution in Counterparts. This Agreement and Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 13.08 Applicable Law. This Agreement and Lease shall be governed by and construed in accordance with the laws of the State.
Section 13.09 Captions. The captions or headings in this Agreement and in this Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections herein.

[Signatures on following page]
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written.

LESSOR:	LESSEE:
HNB PROPERTY, LLC	Bradbury
444 Omaha Street	Community Development District
Lake Hamilton, FL 33851	219 East Livingston Street Orlando, Florida 32801 Attention: District Manager

By 		By 	 Title 		Title 	
EXHIBIT A

SCHEDULE OF PROPERTY NO. 1
Dated:_June 26, 2024
Re:  Pool Furniture and Playground Equipment Lease/Purchase Agreement, dated as of June 26, 2024, by and between HNB PROPERTY, LLC, as Lessor, and the Bradbury Community Development District, as Lessee
Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Pool Furniture and Playground Equipment Lease/Purchase Agreement (the “Pool Furniture and Playground Equipment Lease”).
Equipment. The following items of Equipment are hereby included under this Schedule of the Pool Furniture and Playground Equipment Lease:

[See Attached Exhibit A-2]

Payment Schedule.
Rental Payments. The Rental Payments shall be in such amounts and payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as Exhibit A-1.
Purchase Price Schedule. The Purchase Price on each Rental Payment date for the Equipment listed in this Schedule shall be the amount set forth for such Rental Payment date in the “Purchase Price” column of the Rental Payment Schedule attached to this Schedule. The Purchase Price is in addition to all Rental Payments then due under this Schedule (including the Rental Payment shown on the same line in the Rental Payment Schedule).
Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Pool Furniture and Playground Equipment Lease are true and correct as though made on the date of commencement of Rental Payments on this Schedule. Lessee further represents and warrants that no material adverse change in Lessee’s financial condition has occurred since the date of the Pool Furniture and Playground Equipment Lease.
The Lease. The terms and provisions of the Pool Furniture and Playground Equipment Lease are hereby incorporated into this Schedule by reference and made a part hereof.

[Remainder of Page Intentionally Left Blank]
Purchase Option Commencement Date. For purposes of Section 10.01 of the Lease, the Purchase Option Commencement Date is June 26, 2024.

LESSOR:	LESSEE:
HNB PROPERTY, LLC	Bradbury Community Development District
444 Omaha Street	219 East Livingston Street
Lake Hamilton, Florida 33851	Orlando, Florida 32801 Attention: District Manager

By 		By 	 Title 		Title 	

This Counterpart No. 1 must be manually executed and in serially numbered counterparts. To the extent that this Lease constitutes chattel paper (as defined in the Uniform Commercial Code), no security interest herein may be created through the transfer or possession of any Counterpart other than this Counterpart No. 1.
EXHIBIT A-1
RENTAL PAYMENT SCHEDULE

Period
Bradbury COD
Ending	Principal	Coupon	Interest	Debt Service

09/01/2024	2,250.08	14,000%	2,262.70	4,512.78		
10/01/2024	2,276,33	14.l»lo/o	2,236.45	4,512.78		
1l/01/2021	2,302.88	14.000%	2,209.89	4,512.77		
12/01/2024	2,329.75	t◄.000%	2,183.02	4,512.77		
01/01/2025	2,356.93	M.000%	2,155.84	4,512.77		
02/01/2025	2,381.13	14.000%	2,128.35	4,512.78		
03/01/2025	VH2.25	14.000%	2,100.53	4,512.78		
04/01/2025	2,440.39	14.000%	2,072.38	4,512.77		
05/01/2025	2,468.86	14.000%	2,043.91	4,512,77		
06/01/2025	2,497.67	14.000%	2.015.11	◄,512,78		
07/01/2025	2,526.81	14.000%	1,985.97	4,512.78		
08/01/2025	2,556.28	14.000%	1,956.49	4,512.77		
09/01/2025	2,586.11	14.000%	1,926.67	4,512.78		
10/01/2025	2,616.28	14.000%	1,896.SO	1,512.78		
11/01/2025	2,6◄6.80	14.000%	1,865.97	4,512.77		
12/01/2025	2,677.68	14.000%	1,835.09	4,512.77		
01/01/2026	2,708.92	14.000%	1,803.85	4,512.77		
02/01/2026	2,740.53	14.000%	1,m.2s	4,512.78		
03/01/2026	2,772.50	H.000%	1,710.28	4,512.78		
04/01/2026	2,804.84	14.000%	1,707.93	4,512.77		
05/01/2026	2,837.57	14.000%	1,675.21	4,512.78		
06/01/2026	2,870.67	14.000%	1,642.10	4,512.77		
07/01/2026	2,904.16	14.000%	1,608.61	4,512.77		
08/01/2026	2,938.05	14.000%	1,574.73	4,512.78		
09/01/2026	2,972.32	14.000%	1,540.45	4,512.77		
10/01/2026	3,007.00	14.000%	1,505.78	4,512.78		
11/01/2026	3,042.08	M.000%	1,470.69	4,512.77		
12/01/2026	3,077.57	14.000%	1,435.20	4,512.77		
01/01/2027	3,113.48	14.000%	1,399.30	4,512.78		
02/01/2027	3,149.80	14.000%	1,362.97	4,512.77		
03/01/2027	3,186.55	14.0()()%	1,326.23	4,512.78		
04/01/2027	3.223.7.l	l◄.0()()%	1,289.05	4,512.78		
05/01/2027	3,261.34	14.000%	1,251.44	4,512.78		
06/01/2027	3,299.38	14.000%	1,213.39	4,512.77		
07/01/2027	3,337.88	14.000%	1,174.90	'1,512.78		
08/01/2027	3,376.82	14.000%	1,135.96	4,512.78		
09/01/2027	3,416.22	14.000%	1,096.56	4,512.78		
10/01/2027	3,156.07	14.000%	l,OSS.70	4,512.n		
11/01/2027	3,496.39	M,000%	1,016.38	<1,s12.n		
12/01/2027	3,537..18	14.000%	975.59	1,512.77		
01/01/2028	3,578.45	14.000%	934.33	1,512.78		
02/01/2028	3,620.20	14.000%	892.58	1,512,78		
03/01/2028	3,662.43	14.000¾	850.34	4,512.77		
04/01/2028	3,705.16	14.00()%	807.61	4,512.77		
	05/01/2028	3,748.39	14.000%	764.39	4,512.78	
	06/01/2028	3,792.12	14.000%	720.66	4,512.78	
	07/01/2028	3,836.36	14.	676.41	4,512.77	
	08/01/2028	3,881.12	M.OCJO%.	631.66	4,512.78	
	09/01/2028	3,926.40	14.000%	586.38	4,512.78	
	10/01/2028	3,972.21	M.00()%.	540.57	4,512.78	
	11/01/2028	4,018.55	11.000%	494.23	4,512.78	
	12/01/2028	4,065.43	14.000%	447.34	4,512.77	
	01/01/2029	4,112.86	14.000%	399.91	4,512.77	
	02/01/2029	4,160.85	14.000%	351.93	4,512.78	
	03/01/2029	4,209.39	14.000%	303.39	1,512.78	
	04/01/2029	4,258.50	14,000%	251.28	4,512.78	
	05/01/2029	4,308.18	14.000%	204.59	4,512.77	
	06/01/2029	4,358.44	14.000%	154.33	4,512.77	
	07/01/2029	4,409.29	14.000%	103.48	4,512.77	
	08/01/2029	4,460.73	14.000%	52.04	4,512.77	
		193,945.64		76,820.87	270,766.51	
EXHIBIT A-2 EQUIPMENT
Quote
Date	Estimate#	
5/22/2024	29926	

WE WILL BEAT ANY PRICE BY 5%!

Item	Description	Qty	Cost	Total:	
	Supply and Install the following:
Ditch Plains structure , one single bay swing with cant arm,
30x30x12 shade centered over play structure
Loose rubber safety surfacing, 1x half ramp Into the surfacing (site has concrete borders)
16ft Cantilever umbrella shade with 6ft ADA table under it
Site furnishings to includes 2x 6ft benches, 1x SM loop bike rack and 1x 32 gal receptacle w lid and liner, 1x ADA 6ft picnic table
Dog Parks
Area A near playground
16ft Cantileverumbrella shade with 6ft ADA table under it
1x Novice Kit,1x pet waste station, 1x welcome & rules sign, 1x Fido fountain
site furnishings to include 2xbenches, 1x 32 gal receptaclew ltd and liner, 1x ADA 6ft picnic table
Area B in open
2x 16x16x8 cantilever shades with 6ft ADA tables
4 benches, 2x receptacles
1x Novice Kit, 2x essential welcome sign w rules, 2x waste station, 2x Fido fountains				
AGREED AND ACCEPTED:
If the above total price, scope of work. spedfication1, term, and concfl1ion1 0111 acceptable, &lgn below indkalfng your acceptance and authorization for Pro Playgrounds to proceed with the w<lfk and/or sales tfansoctton detcribed In this quotation Upon signature and payment In accordance with this q1.10te, Pro Playgl"Dl.l'tds will proceed with the w<lfk and/or sales transaction_
I	I

Slgnalvre	Name / Title	Dote		Subtotal:			
		Sales Tax: (7.0'/,)			
		Total:			
Terms and Conditions •Price valid for 30 days and subject to change.1. If Installationisnot Includedwithyour purchase. client will be responsible tor coord·nating. receiving and unloadLngof all goods,delivery drivers willnot help unload goods. 2. Client wil be responsibleto inspect goods for defect, damage or missing parts, any deficiency or m ss1ngparts must be noted on deliveryslip.3.Client will be responsible for costs due to cancelled or missed delivery appointments. 4. Client has reviewed all items, colors and descriptions on thisquote for accuracy and correctness.5.If quote includesinstallation of goods, the installation is subject to the terms and conditions of Pro Playgrounds "Standard lnsta[lationAgreemenr a copy of which may be obtained from your Sales ReJ)l'esentative.
l -800-573-7529	www.proplaygrounds.com

The  Play & Recreation Experts
Proiect Name
Pro Playgrounds 8490 Cabin Hill Road Tallahassee, Fl 32311
Quote
Date	Estimate#	
5/22/2024	29926	

WE WILL BEAT ANY PRICE BY 5%!

Item	Description	Qty	Cost	Total:	

Exercise Area
1x Cantilever umbrella shade 16x16x8 with 1x 6ft ADA picnic table
4x pieces of equipment, surface mount (sit up bench. parallel bars, push up bar, chin up bars)
2x 6ft benches w back

Amenity Pool area
site furnishings 4x 32 gal receptacles with dome lids and liners				
AGREED AND ACCEPTED:
If rhe above total price, acope of wort, specificatlms, temii and conartion1 are accept<1ble, lign below lndk yOUJ acceptance Clnd authorization few Pro Playgrounds to proceed with the wo,k ond/rx 1ale1 transadion de!ICJ'ibed in this quotation. Upcn signature ond payment In accordance with this quote, Pro Ploygroonds will proceed with Iha work and/or soles transaction.
I	I

Signature	Nome / Title	Date		Subtotal:			
		Sales Tax: (7.0%}			
		Total:			
Terms and Conditions - Price valid for 30 days and subject to change. 1. If installatton is not included with your purchase, client will be responsible for coordinating, receiving and unloading of aH goods,delivery drivers will not help unload goods, 2. Client will be responsible to inspect goods for defect, damage or missing parts, any deficiency or missing parts must be noted on delivery slip. 3. Client will be responsible for costs due to canceled or missed delivery appointments.4. CHent has reviewed all items, colors and descriptions on this quote for accuracy and correctness.5. If quote includes installation of goods, the installation is subject to the tem,s and conditions of Pro Playgrounds "Standard Installation Agreemenr a copy of which may be obtained from your Sales Representative.

The  Play & Recreation Experts
Project Name

Ship To
Pro Playgrounds 8490 Cabin Hill Road Tallahassee, FL 32311
•
Quote
Date	Estimate#	
5/22/2024	29926	

WE WILL BEAT ANY PRICE BY 50/o!

Item	Description	Qty	Cost	Total:		

QS-23-PKP01ONI QS-23-PSW110...	
**PLAYGROUND & FITNESS EQUIPMENT**	I
Ditch Plains - Neutral
1Bay 1 Cantilever - Frame w/ Hangers, 1 Bay Belt
Seat Package, 1 Seat Bucket Package		I	

14,879.451
1,279.05	

14,879.45T
1,279.0ST	
23-PFT001	Single Station Sit Up Bench, surface mount		1	820.00	820.00T	
23-PFT047	Single Station Parallel Bars, surface mount		1	829.96	829.96T	
23-PFT054	Single Station Push Up Bar, surface mount		1	423.96	423.96T	
23-PFTOSS	Triple Station Chin-Up Bars, surface mount		1	1,192.53	1,192.53T	
CLR	Colors: neutral				0.00	
Shipping	Combined Shipping and Freight Charges		1	2,810.10	2,810.10	
**SHADES"*
csso	ICustom Shade Design 30x30x12	I
22-CU1616101G	10' Height -INGROUND - WITH GLIDE-
CANTILEVER UMBRELLA
CLR	Colors: brown frames, forest green fabric ENGDRAW	 Engineered Drawings for Permitting Shipping	 Combined Shipping and Freight Charges
I**DOG PARK**
22-BARK-NVKIT	NOVICE BARKPARK KIT, 4 PIECES
22-PBARK-477	Essential Welcome Sign
 I	
AGREED AND ACCEPTED:
If the above total price, KOpe of wort(, specificationi, terms and conditions are acceptable,
sign below nlicating yoor acceptance and authorization for Pro Playgrounds to PfOCeed wHh the won: and/c,r soles tranaoctian described in this quotation Upon signature and payment ri acc.ordance with this quote, Pro Ploygromds will proceed with the work and/or soleti transaction.
I	I	!I	13,456.0I0
9,286.46

2	840.00
2,730.00

;I	4,861.671
353.59

11 Subtotal:
11 Sales Tax: (7.0%)	
13,456.00T
37,145.84T
0.00
1,680.00
2,730.00

9,723.34T
1,060.77T				
..._ Si911ature	Name /Title	Date	11Total:			
Terms and Conditions - Price valid for 30 days and subject to change.1.If installationis not Includedwith your purchase, cUent will be responsible for coordinating, receiving and unloading of all goods, delivery drivers wil not help unloadgoods.2. Client willbe responsible to inspect goods for defect, damage or missing parts, any deficiency or missing parts must be noted on delivery slip. 3. Client will be responsible for costs due to canceled or missed delivery appointments.4. Client has reviewed all items, colors and descnptions on this quote for accuracy and correctness. 5.If quoteincludesinstallation of goods, the installation is subject to the terms and conditions of Pro Playgrounds "Standard Installation Agreemenr a copy of whichmay be obtained from your Sales Representative.

Bradbury Creek COD playground,...
Pro Playgrounds 8490 Cabin Hill Road Tallahassee, FL 32311
•
Quote
Date	Estimate#	
5/22/2024	29926	
Ship To

WE WILL BEAT ANY PRICE BY 50/o!

Terms and Conditions - Price valid for 30 days and subject to change.1. If installation is not included with your purchase, client will be responsible for coordinating, receiving and unloading of al goods,delivery drivers wiB not help unload goods.2. Client will be responsible to inspect goods for defect, damage or missing parts, any deficiency or missing parts must be noted on delivery sllp. 3. Client will be responsible for costs due to cancelled or missed delivery appointments. 4. Client has reviewed all items,colors and descriptions on this quote for accuracy and correctness. 5.If quote includes installation of goods, the installation is subject to the terms and conditions of Pro Playgrounds "Standard lnstalation Agreemenr acopy of which may be obtained from your Sales Representative.

Ship To
Pro Playgrounds 8490 Cabin Hill Road Tallahassee, FL 32311
•
Quote
Date	Estimate#	
5/22/2024	29926	

WE WILL BEAT ANY PRICE BY 5%!
-
Item
RMSKGS-UCBLK
22-2BY2FMR08
Description
Ground Smart• Natural Black Uncoated Playground Mulch - 2000Ib Super Sack
ADA Half Ramp Flush Mount 8"
Qty
20
1
Cost

372.00
407.33
Total:
7,440.00T
407.33T
Shipping

RBAR5 RMC FBLOCK
ccao
GFAB
Combined Shipping and Freight Charges
**RAW MATERIALS-*
No. 5 Rebar
Ready Mix Concrete 2500 PSI MIN Footer Blocks
Concrete for Anchoring - Delivered Cost Weed Barrier
1

600
10
60
64
1,500
2,520.00

1.25
200.00
3.75
8.40
0.20
2,520.00

750.00
2,000.00
225.00
537.60
300.00T
LPIN

22-Rentals
DELFEE LBR
LBR
ISPERMIT
Landscape pins for securing underlayment
**LABOR, RENTALS, INSTALLATION**
Misc rentals for construction (excavator, forklift, dumpster, man-fift, cone pump)
Equipment Delivery/ Pick Up Fees
Labor and Installation- play equipment, swing, site furnishings, half ramp and surfacing, dog park items Labor and Installation- two umbrella shades PERMIT - STATE OF FLORIDA- COST NOT INCLUDED IN PRICE, COST SHALL BE $2000 OR 5% OF TOTAL PROJECT COST, WHICHEVER IS GREATER. PRICE DOES NOT INCLUDE COST OF ENGINEERING OR SEALED DRAWINGS.
2	55.00

1	3,600.00
1	300.00
1	22,500.00
1	17,250.00
1	1,800.00
110.00

3,600.00
300.00
22,500.00
17,250.00
1,800.00

AGREED AND ACCEPTED:
If the obove totol price, scope of work, apedficottons, terms and conartioml ore occeptab1e, sign below indicating your acceptance and authorization f« Pro Playgrounds to proc-d with the work and/or salM transaction deKribed In this quotation. Upon signature and payment ri oa.ordanc:e with this quote, Pro PloygrOW1dl will proceed with the work and/or sales transactiOll.
	I	I	
Signalwe	Name/ TIiie	Dote
Subtotal:

Safes Tax: (7.0%)

Total:
Terms and CondiUons •Price valid for 30 days and subject to change. 1. If installation is not included with your purchase, client will be responsible for coordinating, receiving and unloading of al goods. delivery drivers wil not help unload goods. 2. Client will be responsible to inspect goods for defect, damage or missing parts, any deficiency or missing parts must be noted on delivery slip. 3. Client will be responsible for costs due lo canceled or missed delivery appointments. 4. Client has reviewed all items, colors and descriptions on this quote for accuracy and correctness. 5. If quote includes installation of goods, the installation is subject lo the terms and conditions of Pro Playgrounds "Standard Installation Agreemenr a copy of which may be obtained from your Sales Representa ve.

The  Play & Recreation-Experts

Pro Playgrounds 8490 Cobin Hill Rood Tallahassee, FL 32311
Quote
Date	Estimate#	
5/22/2024	29926	

WE WILL BEAT ANY PRICE BY 5%!

Item	Description	Qty	Cost	Total:	
DSC	Discount		-2,077.87	-2,077.87T	
r
AGREED AND ACCEPTED:
If lhe above total price, scope of wort, spedficattons, terms and condltlom are acceptable, sign below indicating your acceptallCe and authorization for Pto Playgrounds to proceed wllf1 the work and/or 1<11M tramadlon described in thi1 quotation_Upon signature and payment In acmrdance with this quote, Pro PlaygllMlds will proceed with the work ood/or sole1 transoctlon_		Subtotal:	$179,823.46		
		Sales Tax: (7.0%)	$6,176.53		
		Total:	$187,999.99		
I	I					
\._Signatwe	Name /Tille	Date					
Terms and Conditions• Price valid for 30 days and subject to change. 1. If installation is not included with your purchase, client will be responsiblefor coord nating, receiving and unloading of all goods,delivery drivers will not help unload goods.2.Client will be responsible to inspect goods for defect, damage or missingparts, any deficiency or missing parts must be noted on delivery slip.3. Client will be responsible for costs due to cancelled or missed delivery appointments. 4.Client has reviewed all items, colors and descriptions on this quote for accuracy and correctness. 5.If quote includes installationof goods, the installation tssubject lo the teems and conditions of Pro Playgrounds "Standard Installation Agreemenr a copy ot which may be obtained from your Sales Representative.
i.11	Estimate
'·J ,•;·t·,,·,·	I	brad!
·J··• ••	1	5/15/20241

8•\\ 'o 
bradbury cdd
Sb1::i To
bradbury ammenity

PO Num Jcr	-rew1s	Customer II	Ship
deliver	
our truck	PrOJ(,ct	

Item /i

AP-RD-42HFU	
Descrip:ion

42"poly table	
OJ,rntity

2.00	
Price Each

$474.50	
T;:;x1	
Amount

$949.00	

H-
any color	$0.00	$0.00	-	,l

Amount Pa1cl	$0.00	Discount	$0.00	
!\mount Due	$14,122.18	Sh•pp,ng Cost	$0.00	
		Suti 'o:al	$14,122.18	
		Sales Tax 7 00''1·, en SU 00	$0.00	
		
Total	
$14,122.18	

EXHIBIT B ACCEPTANCE CERTIFICATE

HNB PROPERTY, LLC
444 Omaha Street
Lake Hamilton, Florida 33851

Re: Schedule of Property No. 1, dated June 26, 2024, to Pool Furniture and Playground Equipment Lease/Purchase Agreement, dated as of June 26, 2024, between HNB PROPERTY, LLC, as Lessor, and the Bradbury Community Development District, as Lessee.
Ladies and Gentlemen:
In accordance with the Pool Furniture and Playground Equipment Lease/Purchase Agreement (the “Agreement”), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows:
All of the Equipment (as such term is defined in the Agreement) listed in the above-referenced Schedule of Property (the “Schedule”) has been delivered, installed and accepted on the date hereof.
Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes.
Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement.
No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof.

Date: June 26, 2024

LESSEE:
Bradbury Community Development District

By 	 Title 	
EXHIBIT C CERTIFICATE
The undersigned, a duly elected Chairman of the Board of Supervisors of the Bradbury Community Development District, certified as follows:

The following listed persons are duly elected and acting officials of the
Bradbury Community Development District, as Lessee (the “Officials”) in the capacity set forth opposite their respective names below and that the facsimile signatures are true and correct as of the date hereof.
B.  The Officials are duly authorized, on behalf of Lessee, to negotiate, execute and deliver the Pool Furniture and Playground Equipment Lease/Purchase Agreement dated as of June 26, 2024 and the Schedule(s) thereunder and all future Schedule(s) (the “Agreements”) by and between Lessee and HNB PROPERTY, LLC, and these Agreements are binding and authorized Agreements of Lessee, enforceable in all respects in accordance with their terms.

Name of Official	Title	Signature	

Dated 		By 	
Title 	

(Seal)
The signer of this Certificate cannot be listed above as authorized to execute the Agreements.

Section V
REBATE REPORT
$19,890,000
Bradbury Community Development District
(City of Haines City, Florida)
Special Assessment Bonds, Series 2023

Dated: April 25, 2023
Delivered: April 25, 2023

Rebate Report to the Computation Date April 25, 2026
Reflecting Activity To April 30, 2024

TABLE OF CONTENTS

AMTEC Opinion	3	
Summary of Rebate Computations	4	
Summary of Computational Information and Definitions	5	
Methodology	7	
Sources and Uses	8	
Proof of Arbitrage Yield	9	
Bond Debt Service	11	
Arbitrage Rebate Calculation Detail Report – Acquisition & Construction Fund	13	
Arbitrage Rebate Calculation Detail Report – Cost of Issuance Fund	15	
Arbitrage Rebate Calculation Detail Report – Capitalized Interest Fund	16	
Arbitrage Rebate Calculation Detail Report – Debt Service Reserve Fund	17	
Arbitrage Rebate Calculation Detail Report – Rebate Computation Credit	18	

June 6, 2024

Bradbury Community Development District c/o Ms. Katie Costa
Director of Operations – Accounting Division Government Management Services – CF, LLC 6200 Lee Vista Boulevard, Suite 300
Orlando, FL 32822

Re:	$19,890,000 Bradbury Community Development District (City of Haines City, Florida), Special
Assessment Bonds, Series 2023	

Dear Ms. Costa:
AMTEC has prepared certain computations relating to the above referenced bond issue (the “Bonds”) at the request of the Bradbury Community Development District (the “District”).
The scope of our engagement consisted of preparing the computations shown in the attached schedules to determine the Rebatable Arbitrage as described in Section 103 of the Internal Revenue Code of 1954, Section 148(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and all applicable Regulations issued thereunder. The methodology used is consistent with current tax law and regulations and may be relied upon in determining the rebate liability. Certain computational methods used in the preparation of the schedules are described in the Summary of Computational Information and Definitions.

Our engagement was limited to the computation of Rebatable Arbitrage based upon the information furnished to us by the District. In accordance with the terms of our engagement, we did not audit the information provided to us, and we express no opinion as to the completeness, accuracy or suitability of such information for purposes of calculating the Rebatable Arbitrage.

We have scheduled our next Report as of April 30, 2025. Thank you and should you have any questions, please do not hesitate to contact us.

Very truly yours,

Michael J. Scarfo
Senior Vice President	Trong M. Tran
Assistant Vice President	
SUMMARY OF REBATE COMPUTATIONS
Our computations, contained in the attached schedules, are summarized as follows: For the April 25, 2026 Computation Date
Reflecting Activity from April 25, 2023 through April 30, 2024

Fund Description	Taxable Inv Yield	Net Income	Rebatable Arbitrage	
Acquisition & Construction Fund	4.738237%	56,599.69	(9,374.84)	
Cost of Issuance Fund	4.221712%	5.62	(1.83)	
Capitalized Interest Fund	4.879897%	13,543.67	(1,709.72)	
Debt Service Reserve Fund	4.840097%	63,677.46	(8,593.49)	
Totals	4.799964%	$133,826.44	$(19,679.88)	
Bond Yield	5.419061%			
Rebate Computation Credit	(2,303.63)			
Net Rebatable Arbitrage	$(21,983.51)			

Based upon our computations, no rebate liability exists.
SUMMARY OF COMPUTATIONAL INFORMATION AND DEFINITIONS
COMPUTATIONAL INFORMATION

For purposes of computing Rebatable Arbitrage, investment activity is reflected from April 25, 2023, the date of the closing, to April 30, 2024, the Computation Period. All nonpurpose payments and receipts are future valued to the Computation Date of April 25, 2026.

Computations of yield are based on a 360-day year and semiannual compounding on the last day of each compounding interval. Compounding intervals end on a day in the calendar year corresponding to Bond maturity dates or six months prior.

For investment cash flow, debt service and yield computation purposes, all payments and receipts are assumed to be paid or received respectively, as shown on the attached schedules.
Purchase prices on investments are assumed to be at fair market value, representing an arm's length transaction.
During the period between April 25, 2023 and April 30, 2024, the District made periodic payments into the Debt Service Fund that were used, along with the interest earned, to provide the required debt service payments.
Under Section 148(f)(4)(A), the rebate requirement does not apply to amounts in certain bona fide debt service funds. The Regulations define a bona fide debt service fund as one that is used primarily to achieve a proper matching of revenues with principal and interest payments within each bond year. The fund must be depleted at least once each bond year, except for a reasonable carryover amount not to exceed the greater of the earnings on the fund for the immediately preceding bond year or 1/12th of the principal and interest payments on the issue for the immediately preceding bond year.
We have reviewed the Debt Service Fund and have determined that the funds deposited have functioned as a bona fide debt service fund and are not subject to the rebate requirement.

DEFINITIONS

Computation Date
April 25, 2026.

Computation Period
The period beginning on April 25, 2023, the date of the closing, and ending on April 30, 2024.

Bond Year
Each one-year period (or shorter period from the date of issue) that ends at the close of business on the day in the calendar year that is selected by the Issuer. If no day is selected by the Issuer before the earlier of the final maturity date of the issue or the date that is five years after the date of issue, each bond year ends at the close of business on the anniversary date of the issuance.
Bond Yield
The discount rate that, when used in computing the present value of all the unconditionally payable payments of principal and interest with respect to the Bonds, produces an amount equal to the present value of the issue price of the Bonds. Present value is computed as of the date of issue of the Bonds.

Taxable Investment Yield
The discount rate that, when used in computing the present value of all receipts of principal and interest to be received on an investment during the Computation Period, produces an amount equal to the fair market value of the investment at the time it became a nonpurpose investment.

Issue Price
The price determined on the basis of the initial offering price at which price a substantial amount of the Bonds was sold.

Rebatable Arbitrage
The Code defines the required rebate as the excess of the amount earned on all nonpurpose investments over the amount that would have been earned if such nonpurpose investments were invested at the Bond Yield, plus any income attributable to the excess. Accordingly, the Regulations require that this amount be computed as the excess of the future value of all the nonpurpose receipts over the future value of all the nonpurpose payments. The future value is computed as of the Computation Date using the Bond Yield.

Funds and Accounts
The Funds and Accounts activity used in the compilation of this Report was received from the District and US Bank, Trustee, as follows:

Fund	Account Number	
Acquisition & Construction Fund	240662005	
Cost of Issuance Fund	240662006	
Debt Service Reserve Fund	240662004	
Capitalized Interest Fund	240662001	
Prepayment Fund	240662003	
Revenue Fund	240662000	
Sinking Fund	240662002	
METHODOLOGY

Bond Yield
The methodology used to calculate the bond yield was to determine the discount rate that produces the present value of all payments of principal and interest through the maturity date of the Bonds.

Investment Yield and Rebate Amount
The methodology used to calculate the Rebatable Arbitrage, as of April 30, 2024, was to calculate the future value of the disbursements from all funds, subject to rebate, and the value of the remaining bond proceeds, at the yield on the Bonds, to April 25, 2026. This figure was then compared to the future value of the deposit of bond proceeds into the various investment accounts at the same yield. The difference between the future values of the two cash flows, on April 25, 2026, is the Rebatable Arbitrage.
$19,890,000
Bradbury Community Development District (City of Haines City, Florida)
Special Assessment Bonds, Series 2023 Delivered: April 25, 2023

Par Amount	$19,890,000.00	
Net Original Issue Premium	-95,987.80	
Total	$19,794,012.20	

Acquisition & Construction Fund	$17,311,871.34	
Debt Service Reserve Fund	1,338,050.00	
Cost of Issuance Fund	204,133.15	
Capitalized Interest Fund	542,157.71	
Underwriter’s Discount	397,800.00	
Total	$19,794,012.20	
Prepared by AMTEC	(Finance 8.901)

PROOF OF ARBITRAGE YIELD
$19,890,000
Bradbury Community Development District (City of Haines City, Florida)
Special Assessment Bonds, Series 2023

Date	

Debt Service	Present Value to 04/25/2023
@ 5.4190608229%	
11/01/2023	542,157.71	527,385.12	
05/01/2024	819,668.75	776,300.50	
11/01/2024	518,215.63	477,849.62	
05/01/2025	823,215.63	739,066.65	
11/01/2025	511,543.75	447,138.47	
05/01/2026	831,543.75	707,674.61	
11/01/2026	504,543.75	418,058.06	
05/01/2027	839,543.75	677,283.29	
11/01/2027	497,215.63	390,535.98	
05/01/2028	847,215.63	647,887.34	
11/01/2028	489,559.38	364,502.21	
05/01/2029	854,559.38	619,478.58	
11/01/2029	481,575.00	339,889.10	
05/01/2030	861,575.00	592,046.28	
11/01/2030	473,262.50	316,631.35	
05/01/2031	873,262.50	568,834.45	
11/01/2031	462,762.50	293,486.75	
05/01/2032	882,762.50	545,084.04	
11/01/2032	451,737.50	271,578.25	
05/01/2033	896,737.50	524,884.12	
11/01/2033	440,056.25	250,781.53	
05/01/2034	910,056.25	504,945.90	
11/01/2034	427,718.75	231,059.68	
05/01/2035	922,718.75	485,315.85	
11/01/2035	414,725.00	212,375.59	
05/01/2036	934,725.00	466,033.89	
11/01/2036	401,075.00	194,692.17	
05/01/2037	951,075.00	449,497.13	
11/01/2037	386,637.50	177,912.06	
05/01/2038	966,637.50	433,066.22	
11/01/2038	371,412.50	162,007.99	
05/01/2039	981,412.50	416,793.33	
11/01/2039	355,400.00	146,952.12	
05/01/2040	995,400.00	400,723.98	
11/01/2040	338,600.00	132,716.19	
05/01/2041	1,013,600.00	386,805.65	
11/01/2041	320,881.25	119,222.93	
05/01/2042	1,035,881.25	374,726.74	
11/01/2042	302,112.50	106,405.15	
05/01/2043	1,052,112.50	360,782.46	
11/01/2043	282,425.00	94,292.17	
05/01/2044	1,072,425.00	348,601.04	
11/01/2044	260,700.00	82,507.23	
05/01/2045	1,095,700.00	337,622.92	
11/01/2045	237,737.50	71,322.61	
05/01/2046	1,122,737.50	327,941.97	
11/01/2046	213,400.00	60,687.95	
05/01/2047	1,148,400.00	317,973.16	
11/01/2047	187,687.50	50,596.66	
05/01/2048	1,172,687.50	307,792.54	
11/01/2048	160,600.00	41,040.31	
05/01/2049	1,205,600.00	299,955.99	
11/01/2049	131,862.50	31,942.20	
05/01/2050	1,231,862.50	290,532.72	
11/01/2050	101,612.50	23,332.93	
05/01/2051	1,266,612.50	283,175.13	
Prepared by AMTEC	(Finance 8.901)

PROOF OF ARBITRAGE YIELD
$19,890,000
Bradbury Community Development District (City of Haines City, Florida)
Special Assessment Bonds, Series 2023

Date	

Debt Service	Present Value to 04/25/2023
@ 5.4190608229%	
11/01/2051	69,575.00	15,144.46	
05/01/2052	1,299,575.00	275,417.29	
11/01/2052	35,750.00	7,376.58	
05/01/2053	1,335,750.00	268,345.02	
	40,617,595.21	19,794,012.20	
	
Proceeds Summary		

Delivery date	04/25/2023	
Par Value	19,890,000.00	
Premium (Discount)	-95,987.80	
Target for yield calculation	19,794,012.20	
Prepared by AMTEC	(Finance 8.901)

BOND DEBT SERVICE
$19,890,000
Bradbury Community Development District (City of Haines City, Florida)
Special Assessment Bonds, Series 2023

Period Ending	Principal	Coupon	Interest	Debt Service	Annual Debt Service	
04/25/2023						
11/01/2023			542,157.71	542,157.71		
05/01/2024	295,000	4.375%	524,668.75	819,668.75	1,361,826.46	
11/01/2024			518,215.63	518,215.63		
05/01/2025	305,000	4.375%	518,215.63	823,215.63	1,341,431.25	
11/01/2025			511,543.75	511,543.75		
05/01/2026	320,000	4.375%	511,543.75	831,543.75	1,343,087.50	
11/01/2026			504,543.75	504,543.75		
05/01/2027	335,000	4.375%	504,543.75	839,543.75	1,344,087.50	
11/01/2027			497,215.63	497,215.63		
05/01/2028	350,000	4.375%	497,215.63	847,215.63	1,344,431.25	
11/01/2028			489,559.38	489,559.38		
05/01/2029	365,000	4.375%	489,559.38	854,559.38	1,344,118.75	
11/01/2029			481,575.00	481,575.00		
05/01/2030	380,000	4.375%	481,575.00	861,575.00	1,343,150.00	
11/01/2030			473,262.50	473,262.50		
05/01/2031	400,000	5.250%	473,262.50	873,262.50	1,346,525.00	
11/01/2031			462,762.50	462,762.50		
05/01/2032	420,000	5.250%	462,762.50	882,762.50	1,345,525.00	
11/01/2032			451,737.50	451,737.50		
05/01/2033	445,000	5.250%	451,737.50	896,737.50	1,348,475.00	
11/01/2033			440,056.25	440,056.25		
05/01/2034	470,000	5.250%	440,056.25	910,056.25	1,350,112.50	
11/01/2034			427,718.75	427,718.75		
05/01/2035	495,000	5.250%	427,718.75	922,718.75	1,350,437.50	
11/01/2035			414,725.00	414,725.00		
05/01/2036	520,000	5.250%	414,725.00	934,725.00	1,349,450.00	
11/01/2036			401,075.00	401,075.00		
05/01/2037	550,000	5.250%	401,075.00	951,075.00	1,352,150.00	
11/01/2037			386,637.50	386,637.50		
05/01/2038	580,000	5.250%	386,637.50	966,637.50	1,353,275.00	
11/01/2038			371,412.50	371,412.50		
05/01/2039	610,000	5.250%	371,412.50	981,412.50	1,352,825.00	
11/01/2039			355,400.00	355,400.00		
05/01/2040	640,000	5.250%	355,400.00	995,400.00	1,350,800.00	
11/01/2040			338,600.00	338,600.00		
05/01/2041	675,000	5.250%	338,600.00	1,013,600.00	1,352,200.00	
11/01/2041			320,881.25	320,881.25		
05/01/2042	715,000	5.250%	320,881.25	1,035,881.25	1,356,762.50	
11/01/2042			302,112.50	302,112.50		
05/01/2043	750,000	5.250%	302,112.50	1,052,112.50	1,354,225.00	
11/01/2043			282,425.00	282,425.00		
05/01/2044	790,000	5.500%	282,425.00	1,072,425.00	1,354,850.00	
11/01/2044			260,700.00	260,700.00		
05/01/2045	835,000	5.500%	260,700.00	1,095,700.00	1,356,400.00	
11/01/2045			237,737.50	237,737.50		
05/01/2046	885,000	5.500%	237,737.50	1,122,737.50	1,360,475.00	
11/01/2046			213,400.00	213,400.00		
05/01/2047	935,000	5.500%	213,400.00	1,148,400.00	1,361,800.00	
11/01/2047			187,687.50	187,687.50		
05/01/2048	985,000	5.500%	187,687.50	1,172,687.50	1,360,375.00	
11/01/2048			160,600.00	160,600.00		
05/01/2049	1,045,000	5.500%	160,600.00	1,205,600.00	1,366,200.00	
11/01/2049			131,862.50	131,862.50		
05/01/2050	1,100,000	5.500%	131,862.50	1,231,862.50	1,363,725.00	
11/01/2050			101,612.50	101,612.50		
05/01/2051	1,165,000	5.500%	101,612.50	1,266,612.50	1,368,225.00	
Prepared by AMTEC	(Finance 8.901)

BOND DEBT SERVICE
$19,890,000
Bradbury Community Development District (City of Haines City, Florida)
Special Assessment Bonds, Series 2023

Period Ending	Principal	Coupon	Interest	Debt Service	Annual Debt Service	
11/01/2051			69,575.00	69,575.00		
05/01/2052	1,230,000	5.500%	69,575.00	1,299,575.00	1,369,150.00	
11/01/2052			35,750.00	35,750.00		
05/01/2053	1,300,000	5.500%	35,750.00	1,335,750.00	1,371,500.00	
	19,890,000		20,727,595.21	40,617,595.21	40,617,595.21	
$19,890,000
Bradbury Community Development District (City of Haines City, Florida)
Special Assessment Bonds, Series 2023 Acquisition & Construction Fund

ARBITRAGE REBATE CALCULATION DETAIL REPORT

FUTURE VALUE @
RECEIPTS	BOND YIELD OF
DATE	DESCRIPTION	(PAYMENTS)	(5.419061%)

04/25/23	Beg	Bal	-17,311,871.34	-20,323,966.83	
04/26/23			942,722.32	1,106,582.37	
04/26/23			3,195,552.70	3,750,990.31	
04/26/23			76,798.18	90,146.92	
04/26/23			20,000.00	23,476.32	
04/27/23			35,950.74	42,193.28	
05/02/23			325,507.00	381,744.92	
05/02/23			3,750.00	4,397.89	
05/02/23			807,950.50	947,540.29	
05/02/23			1,773,493.93	2,079,900.88	
05/08/23			216,002.00	253,095.07	
05/08/23			1,386,884.02	1,625,047.47	
05/08/23			384.45	450.47	
05/11/23			53,255.33	62,372.83	
05/17/23			3,744,603.35	4,381,786.29	
05/25/23			31,188.48	36,452.18	
05/25/23			49,115.00	57,404.18	
06/02/23			115.50	134.85	
06/22/23			164,945.00	192,011.34	
06/22/23			10,446.03	12,160.15	
06/22/23			71,572.41	83,316.95	
06/22/23			1,192,465.20	1,388,140.55	
06/22/23			1,778.50	2,070.34	
06/22/23			14,704.25	17,117.12	
06/22/23			424,158.52	493,760.02	
06/22/23			2,091,362.46	2,434,540.67	
06/28/23			29,679.95	34,519.45	
07/11/23			154.50	179.35	
07/17/23			36,930.00	42,830.63	
07/17/23			525.00	608.88	
07/24/23			312,180.54	361,684.10	
08/02/23			21,425.48	24,793.52	
08/02/23			1,510.00	1,747.37	
08/02/23			29,441.40	34,069.52	
08/02/23			92,876.90	107,476.93	
08/08/23			4,891.22	5,655.07	
08/09/23			2,840.00	3,283.03	
08/09/23			55,350.63	63,985.06	
08/09/23			142,304.74	164,503.60	
12/18/23			443.50	502.95	
01/31/24			13.50	15.21	
02/02/24			295.00	332.37	
02/02/24			180.00	202.80	
$19,890,000
Bradbury Community Development District (City of Haines City, Florida)
Special Assessment Bonds, Series 2023 Acquisition & Construction Fund

	ARBITRAGE REBATE CALCULATION DETAIL REPORT		
	
RECEIPTS	FUTURE VALUE @ BOND YIELD OF	
DATE	DESCRIPTION	(PAYMENTS)	(5.419061%)	
04/15/24	-669,025.00	-745,642.00	
04/30/24	Bal	669,044.47	744,004.29	
04/30/24	Acc	2,703.33	3,006.21	
04/25/26	TOTALS:	56,599.69	-9,374.84	

ISSUE DATE:	04/25/23	
REBATABLE ARBITRAGE:	
-9,374.84	
COMP DATE:	04/25/26	NET INCOME:	56,599.69	
BOND YIELD: 5.419061%	TAX INV YIELD:	4.738237%	
$19,890,000
Bradbury Community Development District (City of Haines City, Florida)
Special Assessment Bonds, Series 2023 Cost of Issuance Fund

ARBITRAGE REBATE CALCULATION DETAIL REPORT

FUTURE VALUE @
RECEIPTS	BOND YIELD OF
DATE	DESCRIPTION	(PAYMENTS)	(5.419061%)

04/25/23	Beg	Bal	-204,133.15	-239,650.31	
04/25/23			58,000.00	68,091.43	
04/25/23			52,500.00	61,634.48	
04/25/23			40,000.00	46,959.61	
04/25/23			10,133.15	11,896.22	
04/25/23			30,000.00	35,219.71	
04/25/23			6,000.00	7,043.94	
04/25/23			1,500.00	1,760.99	
04/27/23			5,800.00	6,807.12	
10/26/23			205.62	234.99	
04/25/26	TOTALS:	5.62	-1.83		

ISSUE DATE:	
04/25/23	
REBATABLE ARBITRAGE:	
-1.83		
COMP DATE:	04/25/26	NET INCOME:	5.62		
BOND YIELD:	5.419061%	TAX INV YIELD:	4.221712%		
$19,890,000
Bradbury Community Development District (City of Haines City, Florida)
Special Assessment Bonds, Series 2023 Capitalized Interest Fund

ARBITRAGE REBATE CALCULATION DETAIL REPORT

FUTURE VALUE @
RECEIPTS	BOND YIELD OF
DATE	DESCRIPTION	(PAYMENTS)	(5.419061%)

04/25/23	Beg	Bal	-542,157.71	-636,487.82	
05/02/23			393.46	461.44	
06/02/23			2,125.41	2,481.54	
07/05/23			2,085.00	2,422.45	
08/02/23			2,183.57	2,526.82	
09/05/23			2,268.82	2,612.64	
10/03/23			2,200.40	2,523.33	
10/26/23			-205.62	-234.99	
11/01/23			542,157.71	619,144.95	
11/02/23			2,281.93	2,605.58	
12/04/23			0.84	0.95	
12/14/23			-0.70	-0.79	
01/03/24			0.87	0.98	
02/02/24			0.87	0.98	
03/04/24			0.81	0.91	
04/02/24			0.86	0.96	
04/30/24	Bal		206.32	229.44	
04/30/24	Acc		0.83	0.92	
04/25/26	TOTALS:	13,543.67	-1,709.72		

ISSUE DATE:	04/25/23	
REBATABLE ARBITRAGE:	
-1,709.72			
COMP DATE:	04/25/26	NET INCOME:	13,543.67			
BOND YIELD: 5.419061%	TAX INV YIELD:	4.879897%			
$19,890,000
Bradbury Community Development District (City of Haines City, Florida)
Special Assessment Bonds, Series 2023 Debt Service Reserve Fund

ARBITRAGE REBATE CALCULATION DETAIL REPORT

FUTURE VALUE @
RECEIPTS	BOND YIELD OF
DATE	DESCRIPTION	(PAYMENTS)	(5.419061%)

04/25/23	Beg	Bal	-1,338,050.00	-1,570,857.55	
05/02/23			971.06	1,138.83	
06/02/23			5,245.52	6,124.44	
07/05/23			5,145.79	5,978.62	
08/02/23			5,389.08	6,236.23	
09/05/23			5,599.47	6,448.01	
10/03/23			5,430.60	6,227.60	
11/02/23			5,631.41	6,430.12	
12/04/23			5,468.96	6,215.02	
01/03/24			5,648.61	6,391.59	
02/02/24			5,625.27	6,337.82	
03/04/24			5,228.56	5,862.93	
04/02/24			5,589.88	6,242.08	
04/15/24			669,025.00	745,642.00	
04/30/24	Bal		669,025.00	743,982.64	
04/30/24	Acc		2,703.25	3,006.12	
04/25/26	TOTALS:	63,677.46	-8,593.49		

ISSUE DATE:	04/25/23	
REBATABLE ARBITRAGE:	
-8,593.49			
COMP DATE:	04/25/26	NET INCOME:	63,677.46			
BOND YIELD: 5.419061%	TAX INV YIELD:	4.840097%			
$19,890,000
Bradbury Community Development District (City of Haines City, Florida)
Special Assessment Bonds, Series 2023 Rebate Computation Credit

	ARBITRAGE REBATE CALCULATION DETAIL REPORT		
	
RECEIPTS	FUTURE VALUE @ BOND YIELD OF	
DATE	DESCRIPTION	(PAYMENTS)	(5.419061%)	
04/25/24	-2,070.00	-2,303.63	
04/25/26	TOTALS:	-2,070.00	-2,303.63	

ISSUE DATE:	04/25/23	REBATABLE ARBITRAGE: -2,303.63 COMP DATE:	04/25/26
BOND YIELD: 5.419061%

Section VI

Section C

June 26th, 2024 Joel Blanco Field Manager GMS

GMS staff have continued to review landscaping throughout the district.
Landscaping vendor has started weekly, recurring services starting June 7th. Vendor was advised to mow around mailbox/amenity area – that has been completed, to schedule wet check and adjust watering schedules as we transition to rain season –that has been completed, and de- weed landscaping beds in all entrances and walking trail by E Hinson entrance—that has been completed.
Previously reported easement at the E Hinson entrance that was brown is regaining life and has a lot of green.
Previously reported stressed oaks at the common area on Grasmere St. are starting to show life.
Landscaping beds have been installed at the pocket parks on Ambleside Dr. have been installed with sod pending.

Section D

Section 1

Item will be provided under separate cover.

Section 2

Item will be provided under separate cover.