Wyld Palms Community Development District
12051 Corporate Boulevard Orlando, FL  32817; 407-382-3256

The following is the proposed agenda for the upcoming Wyld Palms Community Development District Board of Supervisors’ Meeting, scheduled to be held in the Wyld Palms Clubhouse, located at 6442 E. Turner Camp Road, Inverness, FL 34426 on Wednesday, September 5, 2017 at 4:00 p.m. A quorum will be confirmed prior to the start of the meeting.
For those unable to attend in person, you may participate by telephone: Phone: 1-877-864-6450
Participant Code: 345750

BOARD OF SUPERVISORS’ MEETING

Organizational Matters
Roll Call to Confirm a Quorum
Consideration of Minutes of the June 6, 2017 Board of Supervisors’ Meeting

General Business Matters
Consideration of Resolution 2017-04, Electing Officers of the District
Consideration of Resolution 2017-05, Approving an Annual Meeting Schedule for Fiscal Year 2017-2018

Matters Related to District Financing
Public Hearing Related to Adoption of the Annual Appropriations Budget for Fiscal Year 2017-2018
Consideration of Resolution 2017-06, Adopting a Budget for Fiscal Year 2017-2018
Approval of SPE Brokerage Agreement
Ratification of Payment Authorizations 110-112
Review of District’s Financial Position and Budget to Actual YTD

Other Business
Staff Reports
District Counsel
District Manager
District Engineer
Audience Comments
Supervisors Requests

Adjournment

Wyld Palms Community Development District
12051 Corporate Boulevard Orlando, FL  32817; 407-382-3256

The following is the proposed agenda for the upcoming Wyld Palms Community Development District Board of Supervisors’ Meeting, scheduled to be held in the Wyld Palms Clubhouse, located at 6442 E. Turner Camp Road, Inverness, FL 34426 on Wednesday, September 5, 2017 at 4:00 p.m. A quorum will be confirmed prior to the start of the meeting.
For those unable to attend in person, you may participate by telephone: Phone: 1-877-864-6450
Participant Code: 345750

BOARD OF SUPERVISORS’ MEETING

Organizational Matters
Roll Call to Confirm a Quorum
Consideration of Minutes of the June 6, 2017 Board of Supervisors’ Meeting

General Business Matters
Consideration of Resolution 2017-04, Electing Officers of the District
Consideration of Resolution 2017-05, Approving an Annual Meeting Schedule for Fiscal Year 2017-2018

Matters Related to District Financing
Public Hearing Related to Adoption of the Annual Appropriations Budget for Fiscal Year 2017-2018
Consideration of Resolution 2017-06, Adopting a Budget for Fiscal Year 2017-2018
Approval of SPE Brokerage Agreement
Ratification of Payment Authorizations 110-112
Review of District’s Financial Position and Budget to Actual YTD

Other Business
Staff Reports
District Counsel
District Manager
District Engineer
Audience Comments
Supervisors Requests

Adjournment

Wyld Palms Community Development District

Consideration of Minutes of the June 6, 2017 Board of Supervisor’s Meeting

WYLD PALMS COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS' MEETING MINUTES

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

Board of Supervisors' meeting for the Wyld Palms Community Development District was called to order on Tuesday, June 6, 2017 at 4:00 p.m. at the Wyld Palms Clubhouse 6442 E. Turner Camp Rd. Inverness, FL 34426. Board Members listed below constituted a quorum:

Board Members present:

Chris Julin John Blakley
Maurice McDaniel Also present were: Joe MacLaren

SECOND ORDER OF BUSINESS

Chai1man Board Member Board Member

Fishkind & Associates, Inc.

Public Comment Period

No members of the general public were present.

THIRD ORDER OF BUSINESS		Consideration of Board Member Letters of Resignation

The Board considered the resignation letters of Bob Bishop and David Jae.

On Motion by Mr. Blakely, second by Mr. Julin, with all in favor, the Wyld Palms Community Development District Board of Supervisors accepted the Letters of Resignation submitted by Bob Bishop and David Jae.

The remaining Board Members were informed that Trish Walden, a former Wyld Palms Board Member, was interested in serving on the Board again.

On Motion by Mr. Blakely, second by Mr. Julin, with all in favor, the Wyld Palms Community Development District Board of Supervisors appointed Ms. Walden to fill the Board seat vacated by Bob Bishop.

FOURTH ORDER OF BUSINESS		Consideration of Minutes of the November 1, 2016 Board of Supervisors' Meeting and November 1, 2016 Landowners' Meeting

On Motion by Mr. Blakley, second by Mr. Julin, with all in favor, the Wyld Palms Community Development District Board of Supervisors approved the Minutes of the November 1, 2016 Board of Supervisors' Meeting and November 1, 2016 Landowners' Meeting.

FIFTH ORDER OF BUSINESS	Supervisor of Elections Letter -
Citrus County

The Citrus County Supervisor of Elections had informed the District that there were two registered voters living within its boundaries.

SIXTH ORDER OF BUSINESS		Consideration of Agreement from Clear-Water Pool Service, Inc. for Pool Maintenance Services

It was recommended that the District change pool maintenance companies. Out of three area maintenance companies, Clear-Water Pool Service was the only company to provide a proposal for this service. However, the proposal was reasonable and Clear-Water was qualified to service the pool.

On Motion by Mr. Blakley, second by Mr. Julin, with all in favor, the Wyld Palms Community Development District Board of Supervisors approved the Agreement from Clear-Water Pool Service, Inc. for Pool Maintenance Services.

SEVENTH ORDER OF BUSINESS		Consideration of Resolution 2017- 05, Approving a Preliminary Budget for the District's Upcoming 2017-2018 Fiscal Year (Running from October 1, 2017 through
September 30, 2018)

The District had adopted a minimum operating  budget for its current fiscal year due to the lack of remaining bond funds. This budget eliminated mowing and common area maintenance and  the irrigation of the plants and turf. It was recommended that a similar minimum budget be adopted for the next fiscal year, with total expenditures of $63,860.

On Motion by Mr. Blakley, second by Mr. Julin, with all in favor, the Wyld Palms Community Development District Board of Supervisors approved Resolution 2017-05, approving a Proposed Budget for Fiscal Year 2017-2018 and Set the Public Hearing for September 5, 2017 at 4:00 p.m.

EIGHTH ORDER OF BUSINESS		Consideration of 2015-2016 Fiscal Year Audited Financial Report

Mr. MacLaren reviewed the audit with the Board Members. He noted that the financial statements were considered accurate and there were no deficiencies in internal controls over accounting that were identified. However, the District had continuing problems related to the developer abandoning the project and the District being forced to take title to the developer­ owned land.

On Motion by Mr. McDaniel, Second by Mr. Julin, with all in favor, the Wyld Palms  Community Development District Board of Supervisors accepted the 2015-2016 Audited Financial Report.

NINTH ORDER OF BUSINESS	Ratification	of Authorizations 99-109

Payment

On Motion by Mr. Bishop, Second by Mr. Julin, with all in favor, the Wyld Palms Community Development District Board of Supervisors ratified Payment Authorizations 99-109.

,-

TENTH ORDER OF BUSINESS		Review of District's Financial Position and Budget to Actual YTD

Mr. MacLaren reviewed the monthly financials. There was no additional discussion.

District Counsel-No Report District Manager -No Report District Engineer -Not Present Supervisor Requests	No Requests

ELEVENTH ORDER OF BUSINESS	Adjournment

Mr. MacLaren asked ifthere were any other discussions. Hearing none, a motion to adjourn was suggested.

On MOTION by Mr. Julin, second by Mr. Blakely, with all in favor, the June 6, 2017 Board of Supervisors' Meeting for the Wyld Palms Community Development District was adjourned.

Secretary / Assistant Secretary	Chairperson/ Vice Chairperson

WyldPalms Community Development District

Consideration of Resolution 2017-04, Electing Officers of the District

RESOLUTION 2017-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WYLD PALMS COMMUNITY DEVELOPMENT DISTRICT ELECTING OFFICERS OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, the Wyld Palms Community Development District ("District") is a local unit of special purpose government created and existing pursuant to Chapter 190, Florida Statutes; and

WHEREAS, pursuant to Section 190.006(6), Florida Statutes, as soon as practicable after each election or appointment to the Board of Supervisors (the "Board"), the Board shall organize by electing one of its members as chair and by electing a secretary, and such other officers as the Board may deem necessary.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WYLD PALMS  COMMUNITY DEVELOPMENT DISTRICT:

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

Section 1.	is elected Chairman.

Section 2.	 	is elected Vice Chairman.

Section 3.	Joe Maclaren	is elected Secretary.

 	 is elected Assistant Secretary.

 	 is elected Assistant Secretary.

 	 is elected Assistant Secretary.

Christi Blyseth	is elected Assistant Secretary.

Section 4.	Hank Fish.kind	is elected Treasurer.

Section 5. Section 6.

Section 7.

Jane Gaarlandt	is elected as Assistant Treasurer.

All Resolutions  or  parts  of  Resolutions  in conflict  herewith are hereby repealed to the extent of such conflict.

This  Resolution  shall  become  effective	immediately upon its adoption.

PASSED AND ADOPTED THIS 5TH DAY OF SEPTEMBER, 2017.

ATTEST:

WYLDPALMS
COMMUNITY DEVELOPMENT DISTRICT

 	
Secretary/Assistant Secretary	Chairman/Vice-Chainnan

WyldPalms Community Development District

Consideration of Resolution 2017-05, Approving an Annual Meeting Schedule for Fiscal year 2017-2018

RESOLUTION 2017-05

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WYLD PALMS COMMUNITY DEVELOPMENT DISTRICT ADOPTING THE ANNUAL MEETING SCHEDULE FOR FISCAL YEAR 2017-2018.

WHEREAS, the Wyld Palms Community Development District (the "District") is a local unit of special-purpose government organized and existing in accordance with Chapter 190 Florida Statutes; and

WHEREAS, the District is required by Florida law to prepare an annual schedule of its regular public meetings which designates the date, time and location of the District's meetings; and

WHEREAS, the Board has proposed the Fiscal Year 2017-2018 annual meeting schedule as attached in Exhibit A;

NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF THE WYLD PALMS COMMUNITY DEVELOPMENT DISTRICT

The Fiscal Year 2017-2018 annual public meeting schedule attached hereto and incorporated by reference herein as Exhibit A is hereby approved and will be published in accordance with the requirements of Florida law.

This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED THIS 5TH DAY OF SEPTEMBER, 2017.

ATTEST:	WYLDPALMS
COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson/Vice Chairperson

Exhibit 'A'

BOARD OF SUPERVISORS MEETING DATES WYLD PALMS DISTRICT
FISCAL YEAR 2017-2018

October 4, 2017
November 1, 2017
December 6, 2017
January 3, 2018
February 7, 2018
March 7, 2018
April 4, 2018
May 2, 2018
June 6, 2018
July 11, 2018
August 1, 2018
September  5, 2018

All meetings will convene at 4:00 P.M. on the pt Wednesday of each month, unless specified otherwise, at 6442 E. Turner Camp Road, Inverness, Florida 34426

WyldPalms Community Development District

Public Hearing Related to Adoption of the Annual Appropriations Budget for Fiscal Year 2017-2018

RESOLUTION 2017-06

THE ANNUAL APPROPRIATION RESOLUTION OF THE WYLD PALMS COMMUNITY DEVELOPMENT DISTRICT ("DISTRICT") RELATING TO THE ANNUAL APPROPRIATIONS AND ADOPTING THE BUDGET FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2017, AND ENDING SEPTEMBER 30, 2018; AUTHORIZING BUDGET AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the District Manager has, prior to the fifteenth (15th) day in June, 2017, submitted to the Board of Supervisors ("Board") of the Wyld Palms Community Development District ("District") proposed budget ("Proposed Budget") for the fiscal  year  beginning October 1, 2017 and ending September 30, 2018 ("Fiscal Year 2017/2018") along with an explanatory and complete financial plan for each fund of the District, pursuant to the provisions of Section 190.008(2)(a), Florida Statutes; and

WHEREAS, at least sixty (60) days prior to the adoption of the Proposed Budget, the District filed a copy of the Proposed Budget with the local governing authorities having jurisdiction  over  the  area  included   in  the  District   pursuant   to  the  provisions   of  Section l 90.008(2)(b), Florida Statutes; and

WHEREAS, the Board set September 5, 2017, as the date for a public hearing thereon and caused notice of such public hearing to be given by publication pursuant to Section 190.008(2)(a), Florida Statutes; and

WHEREAS, the District Manager posted the Proposed Budget  on the District's website at least two days before the public hearing; and

WHEREAS, Section 190.008(2)(a), Florida Statutes, requires that, prior  to October  pt  of each year, the Board, by passage of the Annual Appropriation Resolution, shall adopt a budget for the ensuing fiscal year and appropriate such sums of money as the Board deems necessary to defray all expenditures of the District during the ensuing fiscal year; and

WHEREAS, the District Manager has prepared a Proposed Budget, whereby the budget shall project the cash receipts and disbursements anticipated during a given time period, including reserves for contingencies for emergency or other unanticipated expenditures during the fiscal year.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WYLD PALMS COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. BUDGET

The Board has reviewed the Proposed Budget, a copy of which is on file with the office of the District Manager, and hereby approves ce1iain amendments thereto, as shown in Section 2 below.

The Proposed Budget, attached hereto as Exhibit "A," as amended by the Board, is hereby adopted in accordance with the provisions of Section 190.008(2)(a), Florida Statutes ("Adopted Budget"), and incorporated herein by reference; provided, however, that the comparative figures contained in the Adopted Budget may be subsequently revised as deemed necessary by the District Manager to reflect actual revenues and expenditures.

The Adopted Budget, as amended, shall be maintained in the office of the District Manager, and identified as "The Budget for the Wyld Palms Community Development District for the Fiscal Year Ending September 30, 2018."

The Adopted Budget shall be posted by the District Manager on the District's official website within thiiiy (30) days after adoption, and shall remain on the website for at least two (2) years.

SECTION 2. APPROPRIATIONS

There is hereby appropriated out of the revenues of the District, for Fiscal Year 2017/2018,   the sum  of$ 	to be raised by the levy of assessments and otherwise, which sum is deemed by the Board to be necessary to defray all expenditures of the District during said budget year, to be divided and appropriated in the following fashion:

DEBT SERVICE FUND TOTAL GENERAL FUND TOTAL ALL FUNDS
SECTION 3. BUDGET AMENDMENTS

$ 	_

$------

$------

Pursuant to Section 189.016, Florida Statutes, the District at any time within Fiscal Year 2017/2018 or within sixty (60) days following the end of the Fiscal Year 201712018 may amend its Adopted Budget for that fiscal year as follows:

The Board may authorize an increase or decrease in line item appropriations within a fund by motion recorded in the minutes if the total appropriations of the fund do not increase.

2

The District Manager or Treasurer may authorize an increase or decrease in line item appropriations within a fund if the total appropriations of the fund do not increase and if the aggregate change in the original appropriation item does not exceed $10,000 or 10% of the original appropriation.

By resolution, the Board may increase any appropriation item and/or fund to reflect receipt of any additional unbudgeted monies and make the corresponding change to appropriations or the unappropriated balance.

Any other budget amendments shall be adopted by resolution and consistent with Florida law.

The District Manager or Treasurer must establish administrative procedures to ensure that any budget amendments are in compliance with this Section 3 and Section 189.016, Florida Statutes, among other applicable laws. Among other procedures, the District Manager or Treasurer must ensure that any amendments to budget under subparagraphs c. and d. above are posted on the District's website within five (5) days after adoption and remain on the website for at least two (2) years.

SECTION 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED THIS 5th DAY OF SEPTEMBER, 2017.

ATTEST:		WYLD PALMS COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary

By:

Its:	--------

Exhibit A: Fiscal Year 2017-2018 Budget

"Exhibit A"
Wyld Palms Community Development District
Proposed Operations & Maintenance Budget through September 30, 2018

Actual	Total	FY 2017	FY 2017	J=Y 2018	FY 2018	
through	Projected	Adopted	Minimum	Proposed	Proposed	
2.28.17	through
9.30.17	Budget	Budget	Budget	Minimum Budget	

Revenues

Other Financing Sources	$34,047	$66,402	$113,127	$63,611	$113,270	$63,860	
Net Revenues	$34,047	$66,402	$113,127	$63,611	$113,270	$63,860	

Administrative & ProfessionalEx(lenses
Supervisor Fees	$800	$3,200	$4,000	$4,000	$4,000	$3,200	
Management	3,333	10,000	20,000	10,000	20,000	10,000	
Engineering	0	0	2,500	2,500	2,500	1,000	
Dissemination Agent	0	1,000	1,000	1,000	1,000	1,000	
District Counsel	592	2,950	8,000	8,000	8,000	3,000	
Audit	0	4,200	4,200	4,200	4,200	4,200	
Arbitrage Calculation	0	650	650	0	650	650	
Travel & Per Diem	0	0	400	400	400	100	
Telephone	6	30	50	50	50	50	
Postage & Shipping	12	30	150	150	150	60	
Copies	0	150	1,000	1,000	1,000	125	
Legal Advertising	1 ,370	2,700	3,000	3,000	3,000	2,500	
Website Maintenance	300	900	900	900	900	900	
Miscellaneous	0	0	3,000	0	3,000	750	
Dues, Licenses, and Fees	175	175	550	550	550	175	
Insurance	2,445	9,779	10,305	10,305	10,000	10,000	
Subtotal, Admin & Prof. Expenses	$9,033	$35,764	$59,705	$46,055	$59,400	$37,710	
Eield Ex(lenses							
Electric (SEGO - Clubhouse, Irrigation)	$1,796	$4,244	$17,000	$10,000	$14,000	$4,500	
Grounds Repair & Maintenance	0	2,000	6,000	0	6,000	0	
Common Area Maintenance	720	4,320	9,220	0	9,220	0	
Pest Control	195	2,916	1,400	0	3,000	3,000	
Pool Service & Chemicals	1,733	5,934	5,556	5,556	7,200	7,200	
Water, Sewer (City of Inverness)	2,342	6,862	10,000	2,000	10,000	7,000	
Security	638	638	696	0	650	650	
Gas	161	484	500	0	500	500	
Telephone (Clubhouse)	1,291	3,240	3,050	0	3,300	3,300	
Subtotal, Field Expenses	$8,876	$30,638	$53,422	$17,556	$53,870	$26,150	
Total Administrative & Field Expenses	$17,909	$66,402	$113,127	$63,611	$113,270	$63,860	

Wyld Palms COD Proposed Debt Service Fund Budget
Series 2007A/B Special Assessment Bonds FY 2018 "Exhibit A, Continued"

	FY 2018
Proposed Budget*	
REVENUES*:		
Special Assessment Revenue Series 2007A	$620,487.50	
Special Assessment Revenue Series 20078**	10,092,180.00	
TOTAL REVENUES	$10,712,667.50	

EXPENDITURES*:		
Series 2007A-lnterest 11/1/17	$154,962.50	
Series 2007A- Interest 5/1/18	154,962.50	
Series 2007A - Principal 5/1/18	160,000.00	
Series 20078 -Interest 11/1/16	522,180.00	
Series 20078 - Principal 11/1/16	9,570,000.00	
TOTAL EXPENDITURES	$10,562,105.00	

EXCESS REVENUES	
$150,562.50	

November 1, 2018 Series 2007A Debt Service Payment	

$150,562.50	
Total Debt Service Due	$150,562.50	

*The District is in a state of default related to all of its bond debt service obliations. The District succesfully foreclosed on the property that served as security for the repayment of its bond debt obligations.  The property is now being marketed for sale, with the proceeds used to repay the District's bondholders. No bond debt service payments are anticipated until the foreclosed property is sold. However, it is unknown when or if the property will be sold.
**The District's Series 20078 Bonds matured on November 1, 2015. However, the 20078 Bonds have not been repaid, nor have any debt service payments been made to bondholders.

Wyld Palms Community Development District

SPE Brokerage Agreement

BROKERAGE AGREEMENT
(Wyld Palms)

THIS BROKERAGE AGREEMENT (this "Agreement") is made and entered into effective as of April 5, 2017 (the "Agreement Date") by and among U.S. BANK NATIONAL ASSOCIATION, a national banking association ("Trustee"), as trustee under the Indenture (defined below), WYLD PALMS HOLDINGS, LLC, a Florida limited liability company ("Owner"), and PATRICIA "TRISH" WALDEN as principal of FBX COMMERCIAL, INC., a Florida corporation ("Broker"). In this Agreement, Owner and Broker, as applicable, are hereinafter sometimes referred to separately as a "Party" and collectively as "Parties ."

RE C I T AL S:

The Property (defined below) lies within the Wyld Palms Community Development District (the "District" or the "COD"), a local unit of special  purpose  government  duly  organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), by ordinance  adopted  by  the  Board  of County Commissioners of Citrus County, Florida.

The District previously determined to undertake, in one or more stages, the acquisition and construction of certain public infrastructure pursuant to the Act for the special benefit of the real property lying within and governed by the District (the "Project").

Pursuant to the terms and provisions of that certain Master Trust Indenture by and between the District and the Trustee, dated as of February 1, 2007 (as amended, the "Indenture"), the District issued certain capital improvement revenue bonds (collectively, the "Bonds") to finance the cost of the acquisition and/or construction of the Project.	'

Pursuant to the provisions of the Act and Chapter 170, Florida Statutes, as amended and supplemented, the District has levied special assessments on that certain real property lying within the District and benefited by the Project, which is more particularly described on Exhibit A (the "Property"), and pursuant to the terms and provisions of the Indenture pledged the same for the payment of the Bonds.

Upon the direction and consent of the holders of a maJonty of the aggregate outstanding principal amount of the Bonds (the "Majority Holders"), and at the request of the Trustee, the District brought a lawsuit foreclosing on the special assessment liens securing the Bonds, and after successfully foreclosing upon the Property, title to the Property was transferred to Owner.

Owner was organized for the purpose of taking ownership of the Property and disposing of the Property, on behalf of the COD and for the benefit of the holders of the Bonds (collectively, the "Bondholders").

Broker is a Florida registered real estate brokerage firm and Broker is a duly licensed realtor, in the business of providing real estate brokerage services for the sale of real property, and Broker desires to be engaged by Owner, and Owner desires to engage Broker, to market the Property and procure for Owner the sale or lease of the Property, all upon and subject to the terms and conditions of this Agreement.

A G R E E M E N T S:

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties represent, covenant and agree as follows:

Recitals. The recitals appearing above are true and correct and they are incorporated herein and made a part of this Agreement as if set forth herein verbatim.

Engagement of Broker. Upon and subject to the terms and conditions set forth in this Agreement, Owner grants Broker the exclusive right to list the Property. Broker accepts the  said exclusive right to list the Property in accordance with this Agreement. Broker shall not begin marketing any of the Property until the date on which Owner and Trustee, with the consent of the Majority Holders, approve in writing the marketing plan for the Property as described herein or otherwise as agreed to by Owner and Trustee, whichever of the said dates is the latest. The Parties acknowledge and agree that, to the extent this Agreement requires consent, approval or direction of Owner, Owner shall solicit or request written direction, consent or approval from Trustee on behalf of the Majority Holders regarding same. Anything in this Agreement to the contrary notwithstanding, all decisions that are of a material nature to the ownership, improvement, management, marketing or disposition of the Property shall require the written consent of Trustee on behalf of the Majority Holders. Should there be any conflicting instructions from Owner and Trustee on behalf of Majority Holders, Trustee’s instructions will prevail. Broker acknowledges  and agrees that any financial obligation of Owner contained in this Agreement must first be approved by Trustee in writing.

Duties.

Broker Duties. Following the written approval of the marketing plan for the Property by Owner and Trustee (the “Marketing Plan”), with the consent of the Majority Holders, and continuing thereafter throughout the Term of this Agreement, Broker shall provide all marketing, sales and brokerage services and expertise (collectively, the “Services”) required for the sale of lease of all or a portion of the Property in accordance with this Agreement, including the Marketing Plan and the Sale Contracts; and Broker shall use commercially reasonable, best, good faith efforts to market and sell or lease the Property pursuant to one or more contracts (each, a “Sale Contract” and in groups of two (2) or more, or collectively, “Sale Contracts”) acceptable to buyers and in conformity with this Agreement and the Marketing Plan. Broker shall perform the duties hereunder so as not to cause, directly or indirectly, a violation of any covenant to be observed by Owner under any Sale Contract. Broker shall assist Owner in the performance of Owner’s obligations under the Sale Contracts, including, but not limited to pre-closing and post-closing obligations and warranty claims, and Broker shall bring to Owner’s attention such other actions, if any, that Broker believes Owner should take to assure Owner’s compliance with the Sale Contracts. Without limiting the generality of the foregoing or any other provisions of this Agreement, the Services include, without limitation, (i) preparing pro-formas for alternate disposition strategies at request of Owner, Trustee or any Bondholder, (ii) processing the Property through the Multiple Listing Services and/or other customary advertising channels, (iii) recommending and negotiating sale or lease terms, (iv) reviewing and recommending Sale Contracts, marketing and sales to prospective buyers, (v) presenting all offers and counter-offers in a timely manner, (vi) reviewing

and providing comments on closing statements and attendance at the closing of each sale, (vii) providing Bondholders with monthly marketing and sales reports, and (viii) analyzing price, absorption and recommending actions to maximize value.

Generally. Broker shall provide the Services in a prompt, diligent, competent, and businesslike manner, and shall devote such time and attention to the Services contemplated by this Agreement and the Marketing Plan as are necessary or desirable for the purpose of carrying out (or causing others to carry out, to the extent contemplated by this Agreement or the Marketing Plan), the terms of this Agreement and the Marketing Plan. The  Parties agree that no expenses may be charged to Owner pursuant to this Agreement. All expenses incurred by Broker in the provision and performance of the Services, including, but not limited to, overhead, office, employee costs, insurance expense and all expenses incurred for the marketing of the Property as required by this Agreement and the Marketing Plan, shall be borne and paid solely by Broker from its own funds.

Owner Duties. Owner agrees (i) to notify Broker in writing before further encumbering the Property and to provide such reasonable details of such encumbrance as Broker may request; (ii) to immediately refer to Broker all inquiries relative to the purchase or leasing of the Property; (iii) to warrant the accuracy of information set forth herein and on all data sheets, exhibits and addenda attached hereto or to any Sale Contract; (iv) to furnish Broker with keys  to  the Property or otherwise make the Property available for Broker to show during reasonable hours;
(v) to pay any applicable sales tax when due; (vi) to authorize Broker to place “For Sale” or “Under Contract” or “Sale Pending” signs upon the Property and to remove such signs upon termination of this Agreement; and (vii) to otherwise cooperate with Broker in carrying out the purpose and intent of this Agreement.

Term; Condition Subsequent.  Owner’s grant to Broker of the exclusive right to  list the Property for sale or lease pursuant to this Agreement shall exist during the term (the “Term”) that commences on the Term Commencement Date (defined below) and, unless sooner terminated pursuant to Section 12 Section 14 or any other provision of this Agreement, expires automatically on the Term Expiration Date. For the purposes hereof, the “Term Commencement Date” shall mean and refer to the date on which this Agreement has been executed and delivered by all Parties to all other Parties. For the purposes hereof, the “Term Expiration Date” shall mean  and refer to the date which is the earlier of: (x) the date when all of the Property has been sold or leased and conveyed to one or more third parties; or (y) the Early Termination Effective Date (defined below); or (z) the date that is twelve (12) months from the Term Commencement Date.

Personnel. Broker shall hire, supervise and discharge all employees and personnel required for the performance of the Services, and Broker shall at all times have a sufficient number of competent employees to discharge all of Broker’s duties, all in accordance with this Agreement and the Marketing Plan. All such personnel shall in every instance be deemed employees or independent contractors hired by Broker and not employees or independent contractors of Owner or Trustee, and neither Owner nor Trustee shall have any right or obligation to supervise or direct the activities of such personnel. Except as otherwise provided in Section 12(c), Broker shall have the right to hire, fire or reassign any of its employees without Owner’s or Trustee’s approval and without affecting its rights to receive payments under this engagement.

Receipts. All receipts collected by Broker with respect to the Property, including, but not limited to, all proceeds from the sale or lease of the Property, shall be promptly forwarded to Owner for deposit into Owner’s segregated account for the Property (the “Owner’s Account”). Broker shall cause all receipts or proceeds of the Property to be deposited directly into Owner’s Account and Broker shall not commingle any such funds with the funds of Broker. If required by Trustee, Owner’s Account may be regularly swept by Trustee.

Owner and Trustee Approvals. All initiation and content of marketing and sales programs, all Property sales prices, true-up provisions, Property takedown timing and sequences, Property buyers, Sale Contracts, impositions of assessments, and timing of performance and other terms for the sales of all or a portion of the Property, the Marketing Plan, and all changes to any of the foregoing, must be submitted by Broker to Owner and Trustee, and Broker must obtain Owner’s and Trustee’s prior written approval or acceptance thereof prior to the engagement, adoption, undertaking, implementation or performance thereof, which approval or acceptance may be granted, conditioned or withheld by Owner and Trustee in Owner’s and Trustee’s sole and absolute discretion.

Broker’s Compensation.

Commission Fee. As compensation for all of the Services provided by Broker pursuant to this Agreement and the Marketing Plan, Broker shall receive, a commission fee (the “Commission Fee”) calculated in accordance with this Section 8 for each sale of all or any portion of the Property pursuant to any Sale Contract entered into by Owner during the Term”. If there is no cooperating broker with whom Broker must share the Commission Fee for the applicable sale, the Commission Fee will be an amount equal to four and one half percent (4.5%). The Commission Fee shall not be deemed to have been earned by Broker, nor shall it be payable pursuant to this Agreement, unless and until the transaction contemplated by the Sales Contract giving rise to the Commission Fee is closed. If for any reason after a Sale Contract is signed, including, but not limited to, the modification or termination of that Sale Contract, the closing does not occur with regard to all or any portion of the Property described therein, Broker shall not be entitled to any Commission Fee in connection with the aborted sale or portion thereof

Cooperating Broker. If there is a cooperating broker with whom Broker must share the Commission Fee for the applicable sale, the Commission Fee shall be split between Broker and the cooperating broker, and each shall receive an amount equal to two and one quarter percent (2.25%) of the gross sales price received by Owner. If the sale of any portion of the Property is procured through the efforts of a cooperating broker with whom Broker has dealt, it shall be Broker’s obligation and responsibility to ensure that the entire commission due said cooperating broker is paid to Broker, and Broker shall indemnify and defend Owner and Trustee against all claims for Commission Fees or commissions asserted by any cooperating brokers.

Entire Compensation. Except as provided above in this Section 8, Broker shall provide and perform all of the Services at Broker’s sole cost and expense, and Broker shall receive only such compensation for providing and performing the Services as is specifically provided for in this Agreement. Except for the compensation payable to Broker as provided in this Agreement, all revenues, rebates, discounts, incentives and other benefits associated with or arising from the Property and the provision and performance of the Services by Broker shall belong and be

paid to Owner or Trustee, and none of Broker, Broker’s affiliates, their respective principals, or any person related directly or indirectly to any of the foregoing, shall receive, directly or indirectly, any profit or other financial benefit from the Property or Broker’s provision or performance of the Services under this Agreement, such as, but not limited to, receiving any portion of another broker’s commission in regard to any transaction involving the Property, or entering into any transaction or receiving any payment for which Broker may be entitled to reimbursement under this Agreement or the Marketing Plan.

Survival Period. Provided Broker is not in default under any term or condition of this Agreement, then for a period of one hundred eighty (180) days after the Term Expiration Date or the Early Termination Effective Date, as the case may be (the “Survival Period”) Owner shall remain obligated to pay to Broker a Commission Fee pursuant to the terms of Section 8, if the Property, or any portion thereof, or any interest therein, is sold, leased, or contracted to be sold or leased, or is otherwise transferred to any person or entity to whom Broker (or Owner) submitted the Property for consideration during the Term of this Agreement.

Intentionally Omitted.

Notices of Violations, Claims or Damages. Broker shall notify Owner and Trustee promptly (which notice shall be accompanied by copies of supporting documentation) of: (a) any notice of violation of any governmental requirements received by Broker, (b) any material defect in the Property known to Broker, (c) any notice received by Broker concerning the use or presence of hazardous or toxic materials at the Property, (d) any material damage to the Property known to Broker, (e) any notice of fines or assessments relating to the Property received by Broker, and (f) any other notice or correspondence materially affecting Owner or the Property received by Broker. Broker agrees to notify Owner and Trustee of any personal injury or property damage occurring to or claimed by any person on or with respect to the Property promptly upon obtaining knowledge thereof and promptly to forward to the insurer, with copies to Owner and Trustee, any summons, subpoena, or other legal document served upon the Broker relating to actual or alleged potential liability of Owner, Broker or the Property in connection with the Property or the Services under this Agreement.

Indemnification. Broker shall indemnify and hold harmless Owner, each Bondholder, Trustee and their respective officers, directors, members, partners, employees and agents, from and against any past, present or future claim, loss, liability or damage resulting from Broker’s breach of this Agreement, fraud, negligence or willful misconduct (including, but not limited to, attorneys’ fees incurred in connection with the defense of any action based on any such alleged act or omission, which attorneys’ fees shall be paid as incurred).

Default. For the purposes of this Agreement, an event of default (an “Event of Default”) means the existence of any one or more of the following enumerated circumstances, conditions or events after the giving of notice which may be specifically called for herein and the passage of any cure period which may be specifically granted herein without cure of the proscribed circumstance, condition or event:

Bankruptcy or Receivership. If Broker or Owner applies for or consents to the appointment of a receiver, trustee, or liquidator of all or a substantial part of its assets, or makes

a general assignment for the benefit of its creditors, or files a voluntary petition in bankruptcy or a petition seeking reorganization, composition, arrangement with creditors, liquidation or similar relief under any present or future statute, law or regulations, or files any answer admitting the material allegations of a petition filed against it in any such proceeding, or is adjudicated bankrupt or insolvent, or takes any action in anticipation of dissolution, the same shall constitute an Event of Default by that Party.

Reorganization or Dissolution. If any final order, judgment, or decree (that is, any order, judgment, or decree affirmed on appeal to a court of last resort or, where no appellate review is sought, after the expiration of any period to appeal) is entered without the application, approval, or consent of Broker or Owner by any court of competent jurisdiction, approving a petition seeking reorganization, dissolution, composition, arrangement with creditors, liquidation, or similar relief under any present or further statute, law or regulation with respect to Broker or  Owner, or appointing a receiver, trustee, or liquidator of all or a substantial part of Broker’s or Owner’s assets, and such order, judgment, or decree continues un-stayed and in effect for sixty (60) days, the same shall constitute an Event of Default by that Party.

Broker as Principal. If Broker fails to provide or participate in the  provision and performance of the Services under this Agreement or if Broker fails to directly and actively supervise any employee or independent contractor of Broker, for any reason whatsoever, including, but not limited to, any failure due to death, disability or incapacity, the same shall constitute an Event of Default by Broker.

Other Failure or Refusal to Perform. Any Party’s failure to abide by or perform any of such Party’s material covenants, agreements, representations or warranties set forth in this Agreement (other than as set forth in Sections 12(a), (b) or (c) above), and such breach continues after the giving of any notice which may be specifically called for herein and the passage of any cure period which may be specifically granted herein without cure of the said breach, the same shall constitute an Event of Default by that Party.

Notice and Cure. If an Event of Default occurs on the part of any Party (the “Defaulting Party”) under Section 12(c) or (d), then, prior to invoking its remedies for such Event of Default, any other Party (the “Aggrieved Party”) shall notify the Defaulting Party, in writing, giving specific details of the material obligation which the Aggrieved Party alleges has not been performed (the “Deficiency”) and those actions necessary to cure the Deficiency. If Defaulting Party fails to correct any Deficiency noted in the Aggrieved Party’s notice within thirty (30) days after Defaulting Party’s receipt of the said notice, or within such longer cure period as may be reasonably required (not to exceed 60 days) under the circumstances and provided that the Defaulting Party promptly commences the cure and diligently pursues the cure to completion, the Aggrieved Party shall notify the Defaulting Party, in writing, of the Deficiency still in need of correction. If Defaulting Party does not correct the Deficiency within fifteen (15) days after receipt of the said second notice, then such continuing failure or refusal to perform shall be an Event of Default by the Defaulting Party.

Remedies. Upon the occurrence of an Event of Default hereunder by a Defaulting Party, the Aggrieved Party shall be entitled to avail itself of any and all rights and remedies against the Defaulting Party available at law or in equity, including without limitation the

following rights and remedies: (i) the right to extend the time for performance by the Defaulting Party without thereby affecting or waiving the Aggrieved Party’s other remedies under this Agreement, (ii) the right to declare the termination of this Agreement by written notice delivered to the Defaulting Party, in which case such termination shall be effective on the date specified in the written notice delivered to the Defaulting Party, (iii) the right to institute an action against the Defaulting Party for specific performance, and/or injunctive relief, and (iv), at the sole option of the Aggrieved Party, performance of the duty or payment of the obligation giving rise to the Event of Default, in which event any expenses reasonably incurred in connection therewith shall be reimbursed by the Defaulting Party upon demand, together with interest on the amounts so expended at the rate of ten percent (10%) per annum from the date of expenditure to the date of reimbursement. In addition to the aforementioned remedies, in the case of an Event of Default by Broker, then Owner (or Trustee on Owner’s behalf) shall have a right to deduct and set off against the Commission Fee or any money payable by Broker under the terms of this Agreement.

If this Agreement is terminated by a Party due to an Event of Default by another Party, Broker shall not be entitled to any Commission Fee in connection with the sale of all or any portion of the Property that is the subject of a contract entered into by Owner after the date of termination.

Fees and Costs. In the event of any litigation arising out of or related to the relationship of the Parties as evidenced by this Agreement, including, but not limited to, any action seeking the interpretation or enforcement of this Agreement, or in the event of any bankruptcy, insolvency, reorganization or similar proceedings by or relating to a Party, the prevailing Party in such litigation or the Party that is not the subject of such insolvency, reorganization, receivership or similar proceedings, shall be entitled to recover from the other Party, in addition to any other damages or relief awarded, all reasonable costs and attorney, paralegal and expert fees incurred by the prevailing Party or a Party that is not the subject of the insolvency, reorganization, receivership or similar proceedings, as the case may be, in preparation for and at all proceedings and all levels of proceedings, including, but not limited to, all hearings, re-hearings, trials, re-trials, appeals, and all bankruptcy, insolvency, reorganization, receivership and similar proceedings.

Early Termination. Any provision of this Agreement to the contrary notwithstanding, each Party shall have the independent right and option (but not the obligation) to terminate Broker’s rights and obligations to act as an exclusive broker for the Property pursuant to this Agreement at any time prior to the Term Expiration Date by delivering a notice of termination (an “Early Termination Notice”) pursuant to this Section. If an Early Termination Notice is delivered by a Party for any reason other than the occurrence of an Event of Default by the other Party, Broker’s right to act as a exclusive broker for the Property pursuant to this Agreement shall terminate effective as of 11:59 P.M. Eastern Time on the thirtieth (30th) day following the delivery of the Early Termination Notice (the “Early Termination Effective Date”). An Early Termination Notice may be delivered by a Party for any reason or for no reason at all, in the sole, absolute and arbitrary discretion of the delivering Party. In the event such Early Termination Notice is delivered by Owner, then Owner shall pay to Broker a cancellation fee in the amount of Two Thousand Five Hundred Dollars ($2,500.00), to be delivered to Broker simultaneously with said notice. Except for the terms and conditions described in Section 8(f) or this Section 14, and those obligations which by the express terms of this Agreement survive the termination of this Agreement, none of the Parties shall have any further liability or obligation under this Agreement after the Early Termination

Effective Date. The Commission Fee for the sale of any portion of the Property that closes pursuant to a Sale Contract entered into prior to the Early Termination Effective Date shall be paid to Broker as and when due under this Agreement; and subject to the provisions of Section 8(f), Broker shall not be entitled to any Commission Fee in connection with the sale of any portion of the Property after the Term of this Agreement if such sale is made pursuant to a bona fide exclusive right of sale contract or if such sale occurs after the Survival Period.

Reciprocal Assurances; Disclaimer.

Owner. Owner represents and warrants to Broker and Trustee, and Owner covenants with Broker and Trustee, as of the Agreement Date and continuously throughout the Term, that (i) Owner is a limited liability company, duly formed and validly existing in the State of Florida, (ii) Owner is qualified to conduct business in the State of Florida, (iii) Owner has the requisite right, legal capacity, power and authority to enter into this Agreement and to perform its obligations under this Agreement, (iv) neither the execution and delivery of this Agreement nor the performance of this Agreement by Owner will result in any breach of, or constitute a default under or conflict with, any agreement, covenant or obligation binding upon Owner, and (v) this Agreement has been duly authorized and executed by Owner and, upon delivery to and execution  by all Parties, this Agreement will constitute the legal, valid and binding obligation of Owner, enforceable in accordance with its terms against Owner, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally.

Broker. Broker represents and warrants to Owner and Trustee, and Broker covenants with Owner and Trustee, as of the Agreement Date and continuously throughout the Term, that (i) Broker is acting as agent on behalf of FBX Commercial, Inc., a Florida corporation, which corporation is duly organized and validly existing in the State of Florida, (ii) Broker is qualified to conduct business in the State of Florida, (iii) Broker has the requisite right, legal capacity, power and authority to enter into this Agreement and to perform its obligations under this Agreement, (iv) neither the execution and delivery of this Agreement nor the performance of this Agreement by Broker will result in any breach of, or constitute a default under or conflict with, any agreement, covenant or obligation binding upon Broker, (v) this Agreement has been duly authorized and executed by Broker and, upon delivery to and execution by all Parties, this Agreement shall constitute the legal, valid and binding obligation of Broker, enforceable in accordance with its terms against Broker, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally, and (vi) Broker is a Florida licensed real estate broker, in good standing, and Broker currently has, and Broker will continuously maintain in effect and in good standing, all licenses and permits required by law in order to provide and perform the Services required by this Agreement and the Marketing Plan. Broker has a fiduciary obligation to Owner  and Trustee, and as such agrees not to receive any compensation from any person or entity but Owner in regard to the Property. In furtherance of the foregoing, Broker may not receive any portion of another broker’s commission in regard to any transaction involving the Property. Broker warrants and represents to Owner and Trustee that Broker, and all persons and entities owning (directly or indirectly) an ownership interest in Broker: (i) are not, and shall not become, a person or entity with whom Owner or Trustee is restricted from doing business with under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including, but not

limited to, those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order 13224 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; and (ii) are not knowingly engaged in, and shall not knowingly engage in, any dealings or transactions or be otherwise associated with such persons or entities described in clause (i) above.

Entire Agreement; Amendment; Conflict. This Agreement (together with all exhibits attached hereto) contains all of the agreements and understandings of the Parties with respect to the matters set forth herein and any prior or contemporaneous agreement or understanding, oral or written, pertaining to any such matters are hereby declared null and void and they shall not be effective for any purpose. No provision of this Agreement may be modified, amended or waived except by a writing signed by the Party against which the enforcement of such modification, amendment or waiver is sought. In the event of any conflict between this Agreement and any other agreement, the terms of this Agreement shall control as between the Parties. The foregoing to the contrary notwithstanding, this Agreement does not limit, amend or supersede in  any manner any other agreement between Owner and Trustee, whether or not such other agreement(s) may be in conflict with this Agreement.

Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Any counterpart of this Agreement, signed and transmitted by facsimile or scanned and sent by electronic mail, shall be deemed to be, and it shall be treated as, an original document for all purposes and shall be considered to have the same binding legal effect as the delivery of an original document bearing an original signature. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

Incorporation of Exhibits. All exhibits attached to this Agreement and referred to in this Agreement are hereby incorporated in this Agreement as though fully set forth herein.

Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the Agreement shall continue in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision.

Governing Law and Venue. This Agreement and all related documents shall be governed by, and construed in accordance with, the laws of the State of Florida, without resort to its conflicts of laws provisions. Venue for any action arising out of or relating to this Agreement and any related document shall lie solely in a court of competent jurisdiction in Citrus County, Florida and the corresponding courts of appeal, and all Parties hereby consent to the jurisdiction of such courts.

Captions and Headings. The Section or paragraph captions or headings set forth herein are used only for the purpose of convenience and shall not be deemed to limit the subject

matter of any Section or paragraph or to otherwise be considered as to the meaning of any portion of this Agreement.

Waivers; Election of Remedies. Any waiver by a Party must be in writing. The waiver by any Party of the performance of any covenant, condition or promise, or of the time for performing any act, under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by such Party of any other covenant, condition or promise, or of the time for performing any other act required, under this Agreement. The exercise of any remedy provided in this Agreement shall not be a waiver of any other remedy provided by law and not inconsistent with this Agreement, and the provisions of this Agreement for any remedy shall not exclude any other remedy permitted by this Agreement. No delay or omission in the exercise of any right or remedy by a Party upon any default by another Party shall impair such a right or remedy or be construed as a waiver. A Party’s consent to or approval of any act requiring that Party’s consent or approval  shall not be deemed to waive or render unnecessary consent to or approval of any subsequent act. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUR OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Full Participation and Legal Advice. Each Party has fully participated in the negotiation and preparation of this Agreement and each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to the fair meaning and not for or against any Party based upon any attribution of such Party as the sole source of the language in question.

Time of the Essence; Force Majeure. Time shall be of the essence as to all dates, deadlines and times of performance under this Agreement. Notwithstanding the foregoing, in the event any date or the deadline for the performance of an action or the giving of a notice falls on a day other than a Business Day, or any period provided for in this Agreement shall expire on any day other than a Business Day, then the date for the performance of such action or giving of such notice, or the expiration date of such period, as applicable, shall be automatically extended to midnight of the next following Business Day. Also, any provision of this Agreement to the contrary notwithstanding, any failure or delay of a Party to perform as provided under this Agreement shall not be a breach of this Agreement, and any applicable deadline shall be automatically extended, if and to the extent such failure or delay results from any of the following: act of God, inclement weather, discovery of any adverse physical or environmental condition of the Property, moratorium or other stop work order issued by any governmental authority, delay caused by any governmental authority in issuing or refusing to issue any license, permit or approval required for the Property, litigation, labor disputes, material shortage, terrorist act, war, sabotage, theft, vandalism, riot or civil commotion, delay caused by another Party or any contractor or other third party, or other cause beyond the delayed Party’s reasonable control. For the purposes of this Agreement, the term “Business Day” shall mean and refer to any day that is not a Saturday, Sunday, or U.S. national holiday.

Assignment; Successors and Assigns. Broker may not assign any of its rights, or delegate any of its duties, under this Agreement, whether directly, indirectly, voluntarily,

involuntarily, or by operation of law, without first obtaining the written consent of Owner and Trustee, which consent may be granted, conditioned or denied by Owner and Trustee, in their respective sole and absolute discretion. Without limiting the generality of the foregoing prohibition, any change in the majority ownership or management control of Broker shall be deemed an assignment by Broker for the purposes of this Section 25. Subject to the foregoing provisions of  this Section 25, all provisions of this Agreement shall be binding upon and inure to the benefit of the successors and assigns of each Party.

Third Party Beneficiaries. All of the covenants and provisions of this Agreement are solely for the benefit of the Parties hereto and each Bondholder. The Bondholders are intended third party beneficiaries of this Agreement and shall have the right (but not the obligation) to enforce this Agreement. No Bondholder shall have any liability or obligation under this  Agreement. There are no third party beneficiaries of this Agreement other than the Bondholders.

Notices. Except as may be expressly stated to the contrary in this Agreement,  notices and other communications sent or delivered by a Party in connection with this Agreement or the performance by a Party under this Agreement shall be in writing and shall be delivered or sent by one of the following methods: (a) in person (by hand delivery or professional messenger service) to the addressee Party, (b) registered or certified U.S. Mail, with postage prepaid, return receipt requested, (c) Express Mail of the U.S. Postal Service or Federal Express (a/k/a FedEx) or any other courier service guaranteeing next Business Day delivery, charges prepaid, or (d) by facsimile transmission (provided a hard copy of such transmission is simultaneously sent or delivered by one of the above prescribed methods). Notices and other communications shall be sent or delivered to the following addresses:

If to Trustee:	U.S. Bank National Association, Trustee
U.S. Bank Corporate Trust Services 225 East Robinson Street, Suite 250 Orlando, Florida 32801
Attention: Ms. Kathryn Broecker Telephone: (407) 835-3802
Facsimile: (407) 835-3814

With copies to:	Greenberg Traurig, P.A.
450 South Orange Avenue, Suite 650
Orlando, Florida 32801 Attention: Mr. Warren S. Bloom Telephone: (407) 420-1000
Facsimile:  (407) 420-5909

If to Owner:	Wyld Palms Holdings, LLC c/o Fishkind & Associates, Inc. 12051 Corporate Boulevard
Orlando, Florida 32871 Attention: Hank Fishkind Telephone: (407) 382-3256 Facsimile: ( 	) 	- 	

If to Broker:	FBX Commercial, Inc.
1540 International Parkway, Suite 2000 Lake Mary, Florida 32746
Attention: Trish Walden Telephone: (321) 277-6429 Facsimile: ( 	) 	- 	

Notices and communications shall be effective only upon actual receipt or the addressee’s refusal to accept delivery, whichever occurs first. Any Party may change its address for purposes of this Section by giving notice to the other Parties as provided herein.

Gender and Number. Wherever in this Agreement the context so requires or permits, reference to any gender shall be deemed to include both genders and the neuter, and reference to the singular shall be deemed to include the plural, and vice versa.

Relationship of the Parties. In performing its obligations under this Agreement,  and for federal tax purposes, Broker is an independent contractor and not an employee, servant or agent of Owner or Trustee. No Party is authorized to make or enter into, nor shall any Party make  or enter into, any contract, agreement, understanding or commitment purporting to bind any other Party, and no contract, agreement, understanding or commitment purporting to bind any Party hereto shall be effective or binding, unless or until such contract, agreement, understanding or commitment is accepted in writing by the Party to be bound. This Agreement does not create a partnership or joint venture between or among any of the Parties.

Competitive Activities by Broker. Broker agrees for itself and its respective affiliates, its and their respective principals, and all persons related directly or indirectly to any of the foregoing (collectively, the “Broker Group”) that none of the Broker Group will, directly or indirectly, engage in any Competing Activity in connection with any Competing Property within the Geographic Area at any time during the Prohibition Period unless approved in writing by Owner and Trustee. For the purposes hereof, the term “Competitive Activity” means providing any property management service or any real estate brokerage service; the term “Competing Property” means any lot, parcel or tract of land designated for residential use pursuant to any existing or future land use or zoning regulations applicable to it; the term “Geographic Area” means anywhere within the geographic limits as set forth in Exhibit “B” to this Agreement; and the term “Prohibition Period” means the Term of this Agreement or, if this Agreement is terminated early pursuant to Section 12(f) following an Event of Default by Broker, the period commencing with the Agreement Date and expiring on the earlier of the conveyance of all of the Property by Owner to one or more third party purchasers or the third (3rd) anniversary of the Agreement Date.
Subordination; No Interest in Property. Broker’s rights under this Agreement are, and they shall remain, subject and subordinate to all liens, encumbrances, security interests,  pledges, collateral assignments and other rights and interests heretofore or hereafter granted or  made for the purpose of securing the repayment of the Bonds or any loan obtained for the purpose of financing the acquisition, ownership, operation, maintenance or improvement of the Property or any portion thereof. No further instrument shall be necessary in order to effectuate this subordination. Broker agrees to execute upon request any confirmation of this subordination

required by Owner, Trustee or any such lender. Nothing in this Agreement shall grant, or be  deemed to grant, to Broker, and, to the fullest extent permitted by law, Broker hereby waives and agrees not to assert, any right, title, interest, claim or lien in, to or upon the Property or the proceeds thereof.

No Recordation of Agreement. Except to the extent required by applicable law, Owner and Broker shall refrain from filing or recording this Agreement or any evidence of this Agreement in any public records.

Survival of Certain Provisions. The provisions of Sections 8, 11, 12, 13, 16 and 19 through 34, inclusive, shall survive the expiration or earlier termination of this Agreement.

No Personal Liability of Trustee. Any provision of this Agreement to the contrary notwithstanding, U.S. Bank National Association has executed this Agreement only in its capacity as the trustee under the Indenture and for the purpose of evidencing the consent of the Bondholders to the matters set forth herein, and not individually or for the purpose of being bound in its individual or personal capacity. None of U.S. Bank National Association or any of its members, directors, officers or shareholders shall have any individual or personal liability under or related to this Agreement. Notwithstanding anything to the contrary herein, any payment obligation of the Trustee hereunder shall be limited to the Trust Estate, and the Trustee shall not be required to expend its own funds hereunder. The Trustee shall not be liable for the exercise of any discretion or power under this Agreement or for any action taken pursuant to this Agreement.

IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its lawful representative, hereunto duly authorized, on the respective date set forth below.

WITNESSES:	"TRUSTEE"

U.S. BANK NATIONAL ASSOCIATION, a

W!tness Signature
(P;tinted name: - - '";"'.:t'--"'--'-'-"'-'--'-'-I'-=

national banking association, AS TRUSTEE

\/.1'\r>
By:_'_Vll_?'F-6¼	­
Name: -J<,, -\--h0 Brcn::161v 

Title:-

VP'-------------

Date: March ;;i1, 2017

[The remainder ofthis page is blank. Agreement continues on next page.]

14
Brokerage Agreement (Wyld Palms)

WITNESSES:	"OWNER"

WYLD PALMS HOLDINGS, LLC, a Florida
limited liability company

By :   ------'		,.  .,_	,----I------.,	-	-	- 
_Na		Y3N		k(J1,/d
T1tle:		_ 	,	. 

'itqn ss Signa	_	· -:?

,,,  .---
Date:	arcn _!:;_, 2017
11/JRi I

Prinfed name:		f\ (, (< , E

J\. 

"'/

WITNESSES:

"BROKER"

FBX	COMMERCIAL,	INC.,	a	Florida

corpoJra	•

.' tDol

itn1I s Signature

<iib

··inJt J name: 06\i r ptgg

WAif>EtJ

By	iU..
Name: Patricia "Trish" Walden, as Principal
/Jn_,1.-
Date: l\4atieif '>,42M2P1 7

l	jl ed

 	   fji0s  ignatur	,./l
name: _ c )DSCl't,1 IV /10t UJ!l"t'J

EXHIBIT “A”

Legal Description of the Property

[Please see attached]

2
Brokerage Agreement (Wyld Palms)

3
Brokerage Agreement (Wyld Palms)

WyldPalms Community Development District

Ratification of Payment Authorizations 110-112

WYLD PALMS
COMMUNITY DEVELOPMENT DISTRICT

Payment Authorization No. 110
6/7/2017

Item	
Payee	
Invoice	
General	
Capital	
No.		Billing#	Fund	Projects	
	Fishkind & Associates Management fee - May 2017	
20646	
$915.23		
	Dissemination Services	20675	$1,000.00		
2	SEGO Energy
Acct 2011329201	
4/20-5/22	
$176.18		
	Acct 2011976001	4/20-5/22	$28.75		
	Acct 2011322701	4/20-5/22	$225.71		
	Acct2011162501	4/20-5/22	$40.92		
	Acct 2011438701	4/20-5/22	$27.56		
	Acct 2011362101	4/20-5/22	$27.56		
3	Hopping Green & Sams				
	General counsel	93791	$493.96		
4	Central Florida Gas
Acct 0334236-7	
4/25-5/23	
$20.14		
5	City of Inverness
Acct1350001000	
278336	
$9.43		
	Acct 1350001001	278337	$351.62		
	Acct 1350010000	278346	$69.09		
	Acct 1350011000	278347	$9.43		
	Acct 1350013000	278349	$70.28		
	Acct1350017000	278353	$23.59		
	Acct 1350022000	278358	$43.53		
	Acct 1350023000	278359	$69.09		
6	Century Link				
	Acct311851928	May	$143.44		
7	A Clear Water Pool Service Inc				
	Initial service & repair	27821	$965.00		
	Monthly pool service	28028	$568.00		
8	Florida Municipal Trust				
	4th Installment billing		$2,444.75		
9	Citrus County Chronicle				
	Meeting notice	12887179	$66.87		
10	Florida Pest Control				
	Pest Service	827408	$195.00		
11	Chris Julin				
	Supervisor meeting fee	06062017MTG	$200.00		
12	Maurice McDaniel				
	Supervisor meeting fee	06062017MTG	$200.00		
13	John Blakley
Supervisor meeting fee	
06062017MTG	
$200.00		
			$8,585.13	$0.00	

TOTAL	$8,585.13

Secretary	Chairman

WYLD PALMS
COMMUNITY	DEVELOPMENT	DISTRICT

Payment Authorization No. 111
7/19/2017

Item No.	Payee	Invoice Billing#	General Fund	Capital Projects	
1	Fishkind & Associates				
	Management fee - June 2017	20833	$913.39		
	Management fee - July 2017	21018	$957.96		
2	SECO Energy				
	Acct 2011329201	5/22-6/21	$188.31		
	Acct 2011976001	5/22-6/21	$28.75		
	Acct 2011322701	5/22-6/21	$306.62		
	Acct 2011162501	5/22-6/21	$40.79		
	Acct 2011438701	5/22-6/21	$27.56		
	Acct 2011362101	5/22-6/21	$27.56		
3	Hopping Green & Sams				
	General counsel	94297	$188.46		
4	Central Florida Gas
Acct 0334236-7	
5/23-6/23	
$20.14		
5	City of Inverness				
	Acct 1350001000	283006	$9.43		
	Acct 1350001001	283007	$547.92		
	Acct1350010000	283016	$69.09		
	Acct 1350011000	283017	$9.43		
	Acct 1350013000	283019	$70.28		
	Acct 1350017000	283023	$23.59		
	Acct1350022000	283028	$43.53		
	Acct1350023000	283029	$69.09		
6	Century Link				
	Acct 311851928	June	$143.44		
	Acct 312230189	June	$135.86		
7	McDirmit Davis				
	Audit FYE 09/30/2016	34800	$4,200.00		

$8,021.20	$0.00

TOTAL	$8,021.20

Secretary	Chairman

WYLD PALMS
COMMUNITY	DEVELOPMENT	DISTRICT

Payment Authorization No. 112
8/15/2017

Item No.

1	Payee

A Clear Water Pool Service	Invoice Billing#	General
 	Fund		Capital Prolects	
	Pool Service - August	28517	$568.00		
2	SECO Energy
Acct 2011329201	
6/21-7/21	
$246.33		
	Acct 2011976001	6/21-7/21	$28.92		
	Acct2011322701	6/21-7/21	$347.20		
	Acct 2011162501	6/21-7/21	$40.83		
	Acct 2011438701	6/21-7/21	$27.56		
	Acct2011362101	6/21-7/21	$27.56		
3	Hopping Green & Sams				
	General counsel	95221	$2,039.46		
4	Central Florida Gas
Acct 0334236-7	
5/23-6/23	
$20.14		
5	City of Inverness
Acct1350001000	
287691	
$9.43		
	Acct 1350001001	287692	$253.00		
	Acct 1350010000	287701	$69.09		
	Acct 1350011000	287702	$9.43		
	Acct 1350013000	287704	$70.28		
	Acct 1350017000	287708	$23.59		
	Acct 1350022000	287713	$43.53		
	Acct 1350023000	287714	$69.09		
6	Century Link				
	Acct 311851928		$144.11		
	Acct 312230189		$134.70		

$4,172.25	$0.00

TOTAL	$4,172.25

Secretary	Chairman

Wyld Palms Community Development District

Review of District's Financial Position and Budget to Actual YTD

8/14/17
3:59:39 PM

Wyld Palms COD
Statement of Activities (YTD) (Columnar, By SubType Landscape) As of 7/31/2017

General Fund	Special Revenue	Debt Service
Fund -A	Debt Service
Fund - B	Construction
Fund	Long Term
Bond Debt	Total	

Revenues							
Other Income & Other Financing Sources	$34,047.29						$34,047.29	
Inter-Fund Transfers	(8,519.54)						(8,519.54)	
Inter-Fund Transfers		$8,519.54					8,519.54	
Total Revenues	$25,527.75	$8,519.54	$0.00	$0.00	$0.00	$0.00	$34,047.29	

Expenses

Supervisor Fees	$1,400.00				$1,400.00	
Travel and Per Diem	84.54				84.54	
Management	8,333.30				8,333.30	
Dissemination Agent	1,000.00				1,000.00	
District Counsel	1,615.88				1,615.88	
Audit	4,200.00				4,200.00	
Telephone	5.71				5.71	
Postage & Shipping	41.56				41.56	
Legal Advertising	1,572.32				1,572.32	
Web Site Maintenance	750.00				750.00	
Keys/DRC Costs	77.12				77.12	
Dues, Licenses, and Fees	318.75				318.75	
Security	638.00				638.00	
Electric	4,558.99				4,558.99	
Gas	302.10				302.10	
Water-Sewer	5,945.73				5,945.73	
Amenity - Dues & License	375.00				375.00	
Telephone, DSL, Cable - Clubhouse	2,735.12				2,735.12	
General Insurance	7,334.25				7,334.25	
Common Area Maintenance	720.00				720.00	
Pest Control	1,213.00				1,213.00	
Swimming Pools	5,314.32				5,314.32	
Management		$4,000.00			4,000.00	
District Counsel		437.00			437.00	
Postage & Shipping		5.93			5.93	
Bank Fees		12.00			12.00	
Dues, Licenses, and Fees		624.00			624.00	
Water-Sewer		3,110.55			3,110.55	
Swimming Pools		850.00			850.00	
Principal Payment -A Bond			$120,000.00		120,000.00	
Interest Payments -A Bond			840,340.81		840,340.81	
Trustee Services				$3,356.15	3,356.15	
Management				15,000.00	15,000.00	
Field Management				10,000.00	10,000.00	

8/14/17	Wyld Palms COD
3:59:39 PM	Statement of Activities (YTD) (Columnar, By SubType Landscape) As of 7/31/2017

	General Fund	Special Revenue	Debt Service
Fund -A	Debt Service
Fund -B	Construction
Fund	Long Term
Bond Debt	Total	
District Counsel				3,340.00			3,340.00	
Trustee Counsel				5,751.00			5,751.00	
Property Appraiser					$115,581.79		115,581.79	
Total Expenses	$48,535.69	$9,039.48	$960,340.81	$37,447.15	$115,581.79	$0.00	$1,170,944.92	

Other Revenues {Ex enses) & Gains {Losses)								
Interest Income			$0.78				$0.78	
Net Increase (Decrease) in FV of Inv			0.01				0.01	
Interest Income				$240.97			240.97	
Net Increase (Decrease) in FV of Inv				24.78			24.78	
Interest Income					$876.68		876.68	
Net Increase (Decrease) in FV of Inv					77.31		77.31	
Total Other Revenues (Expenses) & Gains (Losses)	$0.00	$0.00	$0.79	$265.75	$953.99	$0.00	$1,220.53	

Change In Net Assets	
($23,007.94)	
($519.94)	
($960,340.02)	
($37,181.40)	
{$114,627.80)	
$0.00	
($1,135,677.10)	

Net Assets At Beginning Of Year	
$61,875.86	
$2,969,404.01	
($2,925,387.48)	
($13,209,778.16)	
$352,672.25	
$0.00	
($12,751,213.52)	

Net Assets At End Of Year	

$38,867.92	

$2,968,884.07	

($3,885,727.50)	

($13,246,959.56)	

$238,044.45	

$0.00	

{$13,886,890.62)	

8/14/17	Wyld Palms COD
3:56:35 PM	Statement of Financial Position
(Columnar Landscape) As of 7/31/2017

General Fund	Special Revenue	Debt Service	Debt Service	Construction	Long Term	Total
Fund -A	Fund· B	Fund	Bond Debt

Assets

Current Assets
General Checking Account	$36,307.17						$36,307.17	
Prepaid Expenses	2,560.75						2,560.75	
General Checking Account		$2,077.00					2,077.00	
Debi Service Reserve A1 Bond			$0.04				0.04	
Revenue A1 Bond			14.97				14.97	
Prepaid Expenses			1,826.55				1,826.55	
Debt Service Reserve B1 Bond				$75,901.96			75,901.96	
Revenue B1 Bond				0.73			0.73	
Interest B1 Bond				0.01			0.01	
Prepaid Expenses				2,397.24			2,397.24	
Acquisition/Construction A1 Bond					$234,017.91		234,017.91	
Deferred Cost A1 Bond					4,026.54		4,026.54	
Total Current Assets	$38,867.92	$2,077.00	$1,841.56	$78,299.94	$238,044.45	$0.00	$359,130.87	

Investments
Amount Available in Debt Service Funds					$80,141.50	$80,141.50	
Amount To Be Provided					5,119,858.50	5,119,858.50	
Total Investments	$0.00	$0,00	$0.00	$0,00	$5,200,000.00	$5,200,000.00	

Property, Plant & Equipment
Fixed Assets - Land	$2,971,250.00					$2,971,250.00	
Total Property, Plant & Equipment	$2,971,250.00	$0,00	$0.00	$0,00	$0.00	$2,971,250.00	

Total Assets	$38,867.92	$2,973,327.00	$1,841.56	$78,299.94	$238,044.45	$5,200,000.00	$8,530,380.87

Liabilities and Net Assets
Current Liabilities
Accounts Payable	$4,442.93	$4,442.93
Due to Bondholders	$3,887,569.06	3,887,569.06
Due to Bondholders	$13,325,259.50	13,325,259.50

8/14/17
3:56:35 PM

Wyld Palms COD
Statement of Financial Position (Columnar Landscape)
As of7/31/2017

General Fund	Special Revenue		Debt Service
Fund -A		Debt Service
Fund - B		Construction
Fund		Long Term Bond Debt		Total	
	$4,442.93		$3,887,569.06		$13,325,259.50		$0.00		$0.00		$17,217,271.49	

Total Current Liabilities

Long Term Liabilities
Revenue Bonds Payable - Long-Term								$5,200,000.00	$5,200,000.00	
Total Long Term Liabilities	$0.00		$0.00		$0.00		$0.00	$5,200,000.00	$5,200,000.00	

   	  	 	

Total Liabilities

$0.00	$4,442.93	$3,887,569.06

$13,325,259.50	$0.00	$5,200,000.00	$22,417,271.49

Net Assets
NetAssets, Unrestricted	$495,521.64	$495,521.64	
Current Year Net Assets, Unrestricted	(8,519.54)	(8,519.54)	
Net Assets - General Government	(433,645.78)							(433,645.78)	
Current Year Net Assets - General Government	(14,488.40)							(14,488.40)	
Net Assets, 270			$3,353,702.68					3,353,702.68	
Current Year Net Assets, 270			(519.94)					(519.94)	
Net Assets - General Government			(384,298.67)					(384,298.67)	
NetAssets, Unrestricted				($2,925,387.48)				(2,925,387.48)	
Current Year Net Assets, Unrestricted				(960,340.02)				(960,340.02)	
NetAssets, Unrestricted					($13,209,778.16)			(13,209,778.16)	
Current Year Net Assets, Unrestricted					(37,181.40)			(37,181.40)	
NetAssets, Unrestricted						($20,562.82)		(20,562.82)	
NetAssets, Unrestricted						(159,976.77)		(159,976.77)	
Current Year Net Assets, Unrestricted						(114,627.80)		(114,627.80)	
Net Assets - General Government						533,211.84		533,211.84	
									
Total Net Assets	$38,867.92		$2,968,884.07	($3,885,727.50)	($13,246,959.56)	$238,044.45	$0.00	($13,886,890.62)	

Total Liabilities and Net Assets

 	$38,867.92	$2,973,327.00	$1,841.56	$78,299.94	$238,044.45	$5,200,000.00	$8,530,380.87

Revenues

Wyld Palms COD
Budget to Actual
For the period ending 7/31/2017 Fund: (001) General Fund

	Year To Date		FY 2017	
Actual	Budget	Variance	Adopted
Budget	

Other Income & Other Financing Sources	$34,047.29	$94,189.17	$(60,141.88)	$113,027.00	
Inter-Fund Transfers	(8,519.54)	0.00	(8,519.54)	0.00	
Net Revenues	$25,527.75	$94,189.17	$(68,661.42)	$113,027.00	

General & Administrative Ex1:1enses					
Supervisor Fees	$1,400.00	$3,333.33	$(1,933.33)	$4,000.00	
Management	8,333.30	16,666.67	(8,333.37)	20,000.00	
Engineering	0.00	2,083.33	(2,083.33)	2,500.00	
Dissemination Agent	1,000.00	833.33	166.67	1,000.00	
District Counsel	1,615.88	6,666.67	(5,050.79)	8,000.00	
Audit	4,200.00	3,500.00	700.00	4,200.00	
Arbitrage Calculation	0.00	541.67	(541.67)	650.00	
Travel & Per Diem	84.54	333.33	(248.79)	400.00	
Telephone	5.71	41.67	(35.96)	50.00	
Postage & Shipping	41.56	125.00	(83.44)	150.00	
Copies	0.00	833.33	(833.33)	1,000.00	
Legal Advertising	1,572.32	2,500.00	(927.68)	3,000.00	
Miscellaneous	77.12	2,416.67	(2,339.55)	2,900.00	
Website Maintenance	750.00	750.00	0.00	900.00	
Dues, Licenses, and Fees	318.75	458.33	(139.58)	550.00	
General Insurance	7,334.25	8,587.50	(1,253.25)	10,305.00	
Total General & Administrative Expenses	$26,733.43	$49,670.83	$(22,937.40)	$59,605.00	

Field Ex1:1enses					
Electric	$4,558.99	$14,166.67	$(9,607.68)	$17,000.00	
Grounds Repair & Maintenance	0.00	5,000.00	(5,000.00)	6,000.00	
Common Area Maintenance	720.00	7,683.33	(6,963.33)	9,220.00	
Amenity - Dues and Licenses	375.00	0.00	375.00	0.00	
Pest Control	1,213.00	1,166.67	46.33	1,400.00	
Swimming Pools	5,314.32	4,630.00	684.32	5,556.00	
Water-Sewer	5,945.73	8,333.33	(2,387.60)	10,000.00	
Gas	302.10	416.67	(114.57)	500.00	
Security	638.00	580.00	58.00	696.00	
Telephone, DSL, Cable - Clubhouse	2,735.12	2,541.67	193.45	3,050.00	
Total Field Expenses	$21,802.26	$44,518.33	$(22,716.07)	$53,422.00	

Total Expenses	
$48,535.69	
$94,189.17	
$(45,653.48)	
027.00	
					
Net Income (Loss)	$(23,007.94)	$0.00	$(23,007.94)		

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$0.00