NEW ISSUE - BOOK-ENTRY-ONLY NOT RATED LIMITED OFFERING In the opinion of Bond Counsel, assuming continuing compliance with certain tax covenants, interest on the Series 2008 Bonds is excluded from gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions. Interest on the Series 2008 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, see “TAX MATTERS” herein for a description of the alternative minimum tax on corporations and certain other federal tax consequences of ownership of the Series 2008 Bonds. Bond Counsel is further of the opinion that the Series 2008 Bonds and the interest thereon are not subject to taxation by the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations, as defined in said Chapter 220, Florida Statutes. For a more complete discussion of tax aspects, see “TAX MATTERS” herein. THE VILLAGE AT GULFSTREAM PARK COMMUNITY DEVELOPMENT DISTRICT (City of Hallandale Beach, Florida) $60,285,000 Special Assessment Revenue Bonds, Series 2008 Dated: Date of Delivery Due: May 1, as shown below The Village at Gulfstream Park Community Development District Special Assessment Revenue Bonds, Series 2008 (the “Series 2008 Bonds”) are being issued by The Village at Gulfstream Park Community Development District (the “District”) in fully registered form, without coupons, in authorized denominations of $5,000 and any integral multiple thereof; provided, however, that the Series 2008 Bonds will be delivered to the initial purchasers in minimum amounts of $100,000 and integral multiples of $5,000 in excess thereof. The Series 2008 Bonds will bear interest at the rates set forth below, calculated on the basis of a 360-day year comprised of twelve thirty-day months, payable semi-annually on each May 1 and November 1, commencing May 1, 2008. The Series 2008 Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. Purchases of beneficial interests in the Series 2008 Bonds will be made in book-entry-only form and purchasers of beneficial interests in the Series 2008 Bonds will not receive physical bond certificates. For so long as the book-entry only system is maintained, the principal of, premium, if any, and interest on the Series 2008 Bonds will be paid from the sources described herein by Regions Bank, as trustee (the “Trustee”), to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and Indirect Participants, as more fully described herein. Any purchaser, as a beneficial owner of a Series 2008 Bond, must maintain an account with a broker or dealer who is, or acts through, a DTC Participant in order to receive payment of the principal of, premium, if any, and interest on such Series 2008 Bond. See “BOOK- ENTRY ONLY SYSTEM” herein. The Series 2008 Bonds are subject to optional, mandatory and extraordinary mandatory redemption at the times, in the amounts and at the redemption prices as more fully described herein. In addition, the Series 2008 Bonds may be subject to mandatory tender on May 1, 2011 and may be subject to optional purchase on May 1, 2015, as further described herein. The proceeds of the Series 2008 Bonds will be applied by the District to (i) finance the cost of the acquisition, construction, installation and equipping the 2008 Project (as defined herein), (ii) pay the interest to accrue on the Series 2008 Bonds through November 1, 2009, (iii) fund the 2008 Reserve Account in the amount of the 2008 Reserve Account Requirement, and (iv) pay certain costs of issuance of the Series 2008 Bonds. The District is a local unit of special-purpose government of the State of Florida, created in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”) and Ordinance 2007-05 enacted by the City Commission of the City of Hallandale Beach, Florida (the “City”) effective May 2, 2007. The Series 2008 Bonds are being issued pursuant to the Act and a Master Trust Indenture dated as of January 1, 2008, as supplemented by a First Supplemental Trust Indenture dated as of January 1, 2008 (collectively, the “Indenture”), each entered into by and between the District and the Trustee. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture. The Series 2008 Bonds are secured by a pledge of the 2008 Pledged Revenues and the 2008 Pledged Funds, as defined herein. The 2008 Pledged Revenues consist of all revenues received by the District from Series 2008 Assessments levied and imposed pursuant to the Assessment Proceedings, which include amounts received as prepayments of Series 2008 Assessments and any interest and penalties on such Series 2008 Assessments pursuant to all applicable provisions of the Act, Chapter 170, Florida Statutes, as amended, and Chapter 197, Florida Statutes, as amended, (and any successor statutes thereto) including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2008 Assessments or from the issuance and sale of tax certificates with respect to such Series 2008 Assessments, less (to the extent applicable) the fees and costs of collection thereof and any other amounts paid to the District for deposit into the 2008 Revenue Account including User Fee Revenues, as defined herein. THE SERIES 2008 BONDS AUTHORIZED UNDER THE INDENTURE AND THE OBLIGATION EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE DISTRICT, INCLUDING, WITHOUT LIMITATION, THE 2008 PROJECT OR ANY PORTION THEREOF IN RESPECT OF WHICH ANY SUCH SERIES 2008 BONDS ARE BEING ISSUED, OR ANY PART THEREOF, BUT SHALL CONSTITUTE A LIEN ONLY ON THE 2008 TRUST ESTATE AS SET FORTH IN THE INDENTURE. NOTHING IN THE SERIES 2008 BONDS AUTHORIZED UNDER THE INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE DISTRICT TO PAY THE SERIES 2008 BONDS OR THE REDEMPTION PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE 2008 TRUST ESTATE, OR AS PLEDGING THE FAITH AND CREDIT OF THE DISTRICT, THE CITY, BROWARD COUNTY, FLORIDA (“THE COUNTY”) OR THE STATE OF FLORIDA OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE DISTRICT, THE CITY, BROWARD COUNTY, FLORIDA OR THE STATE OF FLORIDA OR ANY OTHER POLITICAL SUBDIVISION, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR. The Series 2008 Bonds involve a degree of risk (See “BONDHOLDERS' RISKS” herein) and are not suitable for all investors (See “SUITABILITY FOR INVESTMENT” herein). The Underwriter is limiting this Offering to “Accredited Investors” within the meaning of Chapter 517, Florida Statutes, as amended, and the rules of the Florida Department of Financial Services promulgated thereunder; the limitation of the initial Offering to Accredited Investors does not denote restrictions of transfer in any secondary market for the Series 2008 Bonds. The Series 2008 Bonds are not credit enhanced or rated and no application has been made for a rating with respect to the Series 2008 Bonds. Amounts, Interest Rates, Maturities, Prices and CUSIPS $60,285,000, 6.875% 2008 Term Bonds Due May 1, 2039 Price 100.00% CUSIP No. 40274J AA1 * * The District is not responsible for the use of CUSIP numbers nor is any representation made as to their correctness. They are included solely for the convenience of the readers of this Limited Offering Memorandum
158
Embed
NEW ISSUE - BOOK-ENTRY-ONLY NOT RATED LIMITED OFFERING …
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
NEW ISSUE - BOOK-ENTRY-ONLY NOT RATED
LIMITED OFFERING
In the opinion of Bond Counsel, assuming continuing compliance with certain tax covenants, interest on the Series 2008 Bonds is excluded
from gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions. Interest on the Series 2008 Bonds
is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, see “TAX
MATTERS” herein for a description of the alternative minimum tax on corporations and certain other federal tax consequences of ownership of the
Series 2008 Bonds. Bond Counsel is further of the opinion that the Series 2008 Bonds and the interest thereon are not subject to taxation by the State of
Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by
corporations, as defined in said Chapter 220, Florida Statutes. For a more complete discussion of tax aspects, see “TAX MATTERS” herein.
THE VILLAGE AT GULFSTREAM PARK COMMUNITY DEVELOPMENT DISTRICT
(City of Hallandale Beach, Florida)
$60,285,000
Special Assessment Revenue Bonds, Series 2008
Dated: Date of Delivery Due: May 1, as shown below
The Village at Gulfstream Park Community Development District Special Assessment Revenue Bonds, Series 2008 (the “Series 2008 Bonds”)
are being issued by The Village at Gulfstream Park Community Development District (the “District”) in fully registered form, without coupons, in
authorized denominations of $5,000 and any integral multiple thereof; provided, however, that the Series 2008 Bonds will be delivered to the initial
purchasers in minimum amounts of $100,000 and integral multiples of $5,000 in excess thereof. The Series 2008 Bonds will bear interest at the rates set
forth below, calculated on the basis of a 360-day year comprised of twelve thirty-day months, payable semi-annually on each May 1 and November 1,
commencing May 1, 2008. The Series 2008 Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust
Company (“DTC”), New York, New York. Purchases of beneficial interests in the Series 2008 Bonds will be made in book-entry-only form and
purchasers of beneficial interests in the Series 2008 Bonds will not receive physical bond certificates. For so long as the book-entry only system is
maintained, the principal of, premium, if any, and interest on the Series 2008 Bonds will be paid from the sources described herein by Regions Bank,
as trustee (the “Trustee”), to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of
DTC and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and Indirect Participants, as more fully
described herein. Any purchaser, as a beneficial owner of a Series 2008 Bond, must maintain an account with a broker or dealer who is, or acts
through, a DTC Participant in order to receive payment of the principal of, premium, if any, and interest on such Series 2008 Bond. See “BOOK-
ENTRY ONLY SYSTEM” herein.
The Series 2008 Bonds are subject to optional, mandatory and extraordinary mandatory redemption at the times, in the amounts and at the
redemption prices as more fully described herein. In addition, the Series 2008 Bonds may be subject to mandatory tender on May 1, 2011 and may be
subject to optional purchase on May 1, 2015, as further described herein.
The proceeds of the Series 2008 Bonds will be applied by the District to (i) finance the cost of the acquisition, construction, installation and
equipping the 2008 Project (as defined herein), (ii) pay the interest to accrue on the Series 2008 Bonds through November 1, 2009, (iii) fund the 2008
Reserve Account in the amount of the 2008 Reserve Account Requirement, and (iv) pay certain costs of issuance of the Series 2008 Bonds.
The District is a local unit of special-purpose government of the State of Florida, created in accordance with the Uniform Community
Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”) and Ordinance 2007-05 enacted by the City Commission of
the City of Hallandale Beach, Florida (the “City”) effective May 2, 2007. The Series 2008 Bonds are being issued pursuant to the Act and a Master
Trust Indenture dated as of January 1, 2008, as supplemented by a First Supplemental Trust Indenture dated as of January 1, 2008 (collectively, the
“Indenture”), each entered into by and between the District and the Trustee. Capitalized terms not otherwise defined herein shall have the meanings
assigned to them in the Indenture. The Series 2008 Bonds are secured by a pledge of the 2008 Pledged Revenues and the 2008 Pledged Funds, as
defined herein. The 2008 Pledged Revenues consist of all revenues received by the District from Series 2008 Assessments levied and imposed
pursuant to the Assessment Proceedings, which include amounts received as prepayments of Series 2008 Assessments and any interest and penalties
on such Series 2008 Assessments pursuant to all applicable provisions of the Act, Chapter 170, Florida Statutes, as amended, and Chapter 197, Florida
Statutes, as amended, (and any successor statutes thereto) including, without limitation, amounts received from any foreclosure proceeding for the
enforcement of collection of such Series 2008 Assessments or from the issuance and sale of tax certificates with respect to such Series 2008
Assessments, less (to the extent applicable) the fees and costs of collection thereof and any other amounts paid to the District for deposit into the 2008
Revenue Account including User Fee Revenues, as defined herein.
THE SERIES 2008 BONDS AUTHORIZED UNDER THE INDENTURE AND THE OBLIGATION EVIDENCED THEREBY SHALL NOT
CONSTITUTE A LIEN UPON ANY PROPERTY OF THE DISTRICT, INCLUDING, WITHOUT LIMITATION, THE 2008 PROJECT OR ANY
PORTION THEREOF IN RESPECT OF WHICH ANY SUCH SERIES 2008 BONDS ARE BEING ISSUED, OR ANY PART THEREOF, BUT SHALL
CONSTITUTE A LIEN ONLY ON THE 2008 TRUST ESTATE AS SET FORTH IN THE INDENTURE. NOTHING IN THE SERIES 2008 BONDS
AUTHORIZED UNDER THE INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE DISTRICT TO PAY THE SERIES 2008 BONDS OR THE
REDEMPTION PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE 2008 TRUST ESTATE, OR AS PLEDGING THE FAITH AND
CREDIT OF THE DISTRICT, THE CITY, BROWARD COUNTY, FLORIDA (“THE COUNTY”) OR THE STATE OF FLORIDA OR ANY OTHER
POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE DISTRICT, THE CITY, BROWARD COUNTY, FLORIDA OR THE STATE OF
FLORIDA OR ANY OTHER POLITICAL SUBDIVISION, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY
FORM OF TAXATION WHATEVER THEREFOR.
The Series 2008 Bonds involve a degree of risk (See “BONDHOLDERS' RISKS” herein) and are not suitable for all investors (See
“SUITABILITY FOR INVESTMENT” herein). The Underwriter is limiting this Offering to “Accredited Investors” within the meaning of Chapter
517, Florida Statutes, as amended, and the rules of the Florida Department of Financial Services promulgated thereunder; the limitation of the
initial Offering to Accredited Investors does not denote restrictions of transfer in any secondary market for the Series 2008 Bonds. The Series 2008
Bonds are not credit enhanced or rated and no application has been made for a rating with respect to the Series 2008 Bonds.
Amounts, Interest Rates, Maturities, Prices and CUSIPS
$60,285,000, 6.875% 2008 Term Bonds Due May 1, 2039 Price 100.00% CUSIP No. 40274J AA1*
* The District is not responsible for the use of CUSIP numbers nor is any representation made as to their correctness. They are included solely for the
convenience of the readers of this Limited Offering Memorandum
This cover page contains certain information for quick reference only. It is not a summary of the Series 2008 Bonds. Investors must read
this entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision.
The Series 2008 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to the receipt
of the opinion of Akerman Senterfitt, Orlando, Florida, Bond Counsel, as to the validity of the Series 2008 Bonds and the excludability of interest
thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the Underwriter by its counsel, Bryant
Miller Olive P.A., Orlando, Florida, for the District by its counsel, Billing, Cochran, Heath, Lyles, Mauro, Anderson & Ramsey, P.A., Fort Lauderdale,
Florida, for the Developer by David Gordon, Esquire, Associate General Counsel to Forest City Enterprises, Inc. and Akerman Senterfitt, Fort
Lauderdale, Florida. It is expected that the Series 2008 Bonds will be delivered in book-entry form through the facilities of DTC on or about January
31, 2008.
Banc of America Securities LLCJanuary 30, 2008
THE VILLAGE AT GULFSTREAM PARK COMMUNITY DEVELOPMENT DISTRICT
BOARD OF SUPERVISORS
Charles H. Ratner, Chairman
Irv Zeldman, Vice Chairman
Sheldon B. Guren, Assistant Secretary
Mary Milu, Assistant Secretary
Dennis Testa, Assistant Secretary
DISTRICT MANAGER & FINANCIAL CONSULTANT
Fishkind & Associates
Orlando, Florida
COLLECTION AGENT
MuniCap, Inc.
Ellicott City, Maryland
COUNSEL TO THE DISTRICT
Billing, Cochran, Heath, Lyles, Mauro, Anderson & Ramsey, P.A.
Ft. Lauderdale, Florida
CONSULTING ENGINEER
Alvarez Engineers, Inc.
Miami, Florida
BOND COUNSEL
Akerman Senterfitt
Orlando, Florida
J:\wdox\Docs\CLIENTS\6170\18\DISCDOC\00219418.DOC
NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE
DISTRICT OR THE UNDERWRITER TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS,
OTHER THAN THOSE CONTAINED IN THIS LIMITED OFFERING MEMORANDUM, AND IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY EITHER OF THE FOREGOING. THIS LIMITED OFFERING
MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY AND THERE SHALL BE NO OFFER, SOLICITATION OR SALE OF THE SERIES 2008 BONDS BY
ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE
SUCH OFFER, SOLICITATION OR SALE.
THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING
MEMORANDUM IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS
UNDER THE UNITED STATES FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND
CIRCUMSTANCES OF THIS TRANSACTION. THE INFORMATION SET FORTH HEREIN HAS BEEN
FURNISHED BY THE DISTRICT AND OBTAINED FROM SOURCES, INCLUDING THE LANDOWNER
AND THE DEVELOPER, WHICH ARE BELIEVED BY THE DISTRICT AND THE UNDERWRITER TO BE
RELIABLE, BUT IT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS, AND IS NOT TO BE
CONSTRUED AS A REPRESENTATION OF THE UNDERWRITER. THE INFORMATION AND
EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER
THE DELIVERY OF THIS LIMITED OFFERING MEMORANDUM, NOR ANY SALE MADE HEREUNDER,
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE DISTRICT OR THE DEVELOPER SINCE THE DATE HEREOF.
THE SERIES 2008 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, IN
RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH LAWS. THE REGISTRATION OR
QUALIFICATION OF THE SERIES 2008 BONDS UNDER THE SECURITIES LAWS OF ANY JURISDICTION
IN WHICH THEY MAY HAVE BEEN REGISTERED OR QUALIFIED, IF ANY, SHALL NOT BE REGARDED
AS A RECOMMENDATION THEREOF. NONE OF SUCH JURISDICTIONS, OR ANY OF THEIR AGENCIES,
HAVE PASSED UPON THE MERITS OF THE SERIES 2008 BONDS OR THE ACCURACY OR
COMPLETENESS OF THIS LIMITED OFFERING MEMORANDUM.
CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS LIMITED
OFFERING MEMORANDUM CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE
MEANING OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,
SECTION 21E OF THE UNITED STATES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF
THE SECURITIES ACT. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY
USED SUCH AS “PLAN,” “EXPECT,” “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “BUDGET” OR OTHER
SIMILAR WORDS.
i
TABLE OF CONTENTS
Page
SUMMARY STATEMENT........................................................................................................................................... iv
Bondholders' Risks; Limited Offering ................................................................................................................ iv
The District ............................................................................................................................................................. iv
The Series 2008 Bonds ........................................................................................................................................... iv
Purpose of the Series 2008 Bonds ......................................................................................................................... v
The Development and the Developer.................................................................................................................. v
Security for the Series 2008 Bonds........................................................................................................................ v
Debt Service Reserve Fund...................................................................................................................................vi
DESCRIPTION OF THE SERIES 2008 BONDS.......................................................................................................... 3
General Description................................................................................................................................................ 3
Redemption and Purchase Provisions ................................................................................................................. 4
Mandatory Tender of Bonds ................................................................................................................................. 6
BOOK-ENTRY ONLY SYSTEM................................................................................................................................... 7
SECURITY FOR THE SERIES 2008 BONDS ............................................................................................................ 11
General ................................................................................................................................................................... 11
User Fee Revenues................................................................................................................................................ 12
Prepayment of Special Assessments .................................................................................................................. 13
Covenant Against Sale or Encumbrance ........................................................................................................... 14
Debt Service Reserve Fund.................................................................................................................................. 14
Deposit and Application of Pledged Revenues................................................................................................ 15
Investment or Deposit of Funds ......................................................................................................................... 17
THE SERIES 2008 ASSESSMENTS ............................................................................................................................ 18
General ................................................................................................................................................................... 18
Projected Level of District Assessments ............................................................................................................ 19
Enforcement and Collection of Assessments .................................................................................................... 20
Collection Through Lien Foreclosure ................................................................................................................ 20
SOURCES AND USES OF FUNDS ........................................................................................................................... 27
DEBT SERVICE REQUIREMENTS ........................................................................................................................... 28
THE DISTRICT............................................................................................................................................................. 29
General ................................................................................................................................................................... 29
Powers and Authority.......................................................................................................................................... 30
The District Manager and Other Consultants................................................................................................... 32
ii
THE CAPITAL IMPROVEMENT PLAN AND 2008 PROJECT ............................................................................ 32
THE LANDOWNER AND THE DEVELOPER ....................................................................................................... 33
Forest City Enterprises Overview ...................................................................................................................... 34
THE DEVELOPMENT ................................................................................................................................................ 36
Phasing of Project ................................................................................................................................................. 37
Phase I .................................................................................................................................................................... 37
Development/Management of the Project......................................................................................................... 39
Description of the Retail and Leasing Status .................................................................................................... 39
Hotel ....................................................................................................................................................................... 40
Development Finance Plan.................................................................................................................................. 40
Phase I Estimated Sources and Uses .................................................................................................................. 41
Zoning, Permitting, Environmental and Restrictive Covenants .................................................................... 41
Area Composition ................................................................................................................................................ 41
Taxes and Assessments........................................................................................................................................ 43
User Fee Revenues................................................................................................................................................ 43
Allocated Debt and Net Debt Service by Product Type .................................................................................. 45
AGREEMENT BY THE STATE.................................................................................................................................. 47
LEGALITY FOR INVESTMENT................................................................................................................................ 47
SUITABILITY FOR INVESTMENT ........................................................................................................................... 47
ENFORCEABILITY OF REMEDIES.......................................................................................................................... 47
The District ............................................................................................................................................................ 48
The Developer....................................................................................................................................................... 48
NO RATING................................................................................................................................................................. 49
Total $60,285,000 $4,134,957 $1,225,807 $2,909,150
Debt Service Allocation and User Fee Revenues by Product Type
Per Unit
Product Units
Allocated
Debt(1)
Projected
Annual Net D/S
in 2015(1)
Projected
User Fee Revs
in 2015(2)
Projected
Net Annual
Assessments
in 2015(1)
Retail 375,000 s.f. $134 $9 $3 $6
Office 70,000 s.f. 45 3 0 3
Hotel 250 keys $27,155 $1,863 $518 $1,345_____________
Source: Banc of America Securities LLC
(1) Preliminary, subject to change based on final par.
(2) See “Appendix A: User Fee Projections”
TAX MATTERS
The Internal Revenue Code of 1986, as amended (the “Code”), includes requirements
which the District must continue to meet after the issuance of the Series 2008 Bonds in order
that interest on the Series 2008 Bonds not be included in gross income for federal income tax
purposes. The District's failure to meet these requirements may cause interest on the Series 2008
Bonds to be included in gross income for federal income tax purposes retroactive to the date of
issuance. The District will covenant in the Indenture to take the actions required by the Code in
order to maintain the exclusion from federal gross income of interest on the Series 2008 Bonds.
Bond Counsel expects to deliver an opinion at the time of issuance of the Series 2008 Bonds
substantially in the form set forth in Appendix D hereto.
In the opinion of Bond Counsel, rendered on the date of issuance of the Series 2008
Bonds, assuming continuing compliance by the District with the tax covenants referred to
above, under existing statutes, regulations, rulings and court decisions, interest on the Series
46
2008 Bonds is excluded from gross income for federal income tax purposes. Interest on the
Series 2008 Bonds is not an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporations. However, interest on the Series 2008
Bonds is taken into account in determining adjusted current earnings for purposes of
computing the alternative minimum tax imposed on corporations. Bond Counsel is further of
the opinion upon the date of issuance of the Series 2008 Bonds that the Series 2008 Bonds and
the interest thereon are not subject to taxation by the State of Florida, except as to estate taxes
and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations
owned by corporations, as defined in said Chapter 220, Florida Statutes.
Except as described above, Bond Counsel will express no opinion regarding the federal
income tax consequences resulting from the ownership of, receipt of interest on, or disposition
of the Series 2008 Bonds.
Bond Counsel's opinions are based on existing law, which is subject to change.
Moreover, Bond Counsel's opinions are not a guarantee of a particular result, and are not
binding on the IRS or the courts; rather, such opinions represent Bond Counsel's professional
judgment based on its review of existing law, and in reliance on the representation and
covenants that it deems relevant to such opinions.
Failure by the District to comply subsequent to the issuance of the Series 2008 Bonds
with certain requirements of the Code regarding the use, expenditure and investment of Series
2008 Bond proceeds and the timely payment of certain investment earning to the Treasury of
the United States may cause interest on the Series 2008 Bonds to become included in gross
income for federal income tax purposes retroactive to their date of issue. The District has
covenanted in the Indenture to comply with all provisions of the Code necessary to, among
other things, maintain the exclusion from gross income of interest on the Series 2008 Bonds for
purposes of federal income taxation. In rendering its opinion, Bond Counsel has assumed
continuing compliance with such covenants.
During recent years, legislative proposals have been introduced in Congress, and in
some cases enacted, that altered certain federal tax consequences resulting from the ownership
of obligations that are similar to the Series 2008 Bonds. In some cases these proposals have
contained provisions that altered these consequences on a retroactive basis. Such alteration of
federal tax consequences may have affected the market value of obligations similar in nature to
the Series 2008 Bonds. From time to time, legislative proposals may be introduced which could
have an effect on both the federal tax consequences resulting from the ownership of the Series
2008 Bonds and their market value. No assurance can be given that any such legislative
proposals, if enacted, would not apply to, or would not have an adverse effect upon, the Series
2008 Bonds.
Bond Counsel has not undertaken to advise in the future whether any events after the
date of issuance of the Series 2008 Bonds may affect the tax status of interest on the 2008 Bonds.
47
Moreover, except as stated above, prospective purchasers of the 2008 Bonds are advised to
consult their own tax advisors as to the applicability of other federal tax consequences
AGREEMENT BY THE STATE
Under the Act, the State pledges to the holders of any bonds issued thereunder,
including the Series 2008 Bonds, that it will not limit or alter the rights of the issuer of such
bonds, including the District, to own, acquire, construct, reconstruct, improve, maintain,
operate or furnish the projects, including the 2008 Project, subject to the Act or to levy and
collect taxes, assessments, rentals, rates, fees and other charges provided for in the Act and to
fulfill the terms of any agreement made with the holders of such bonds and that it will not in
any way impair the rights or remedies of such holders.
LEGALITY FOR INVESTMENT
The Act provides that bonds issued by community development districts are legal
investments for savings banks, banks, trust companies, insurance companies, executors,
administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency,
instrumentality, county, municipality or other political subdivision of the State, and constitute
securities that may be deposited by banks or trust companies as security for deposits of state,
county, municipal or other public funds, or by insurance companies as required or voluntary
statutory deposits.
SUITABILITY FOR INVESTMENT
In accordance with applicable provisions of Florida law, the Series 2008 Bonds may be
sold by the District only to “Accredited Investors” within the meaning of Chapter 517, Florida
Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder.
Investment in the Series 2008 Bonds poses certain economic risks. No dealer, broker, salesman
or other person has been authorized by the District or the Underwriter to give any information
or make any representations, other than those contained in this Limited Offering Memorandum,
and, if given or made, such other information or representations must not be relied upon as
having been authorized by either of the foregoing. Additional information will be made
available to each prospective investor, including the benefit of a site visit to the District and the
opportunity to ask questions of the Developer, as such prospective investor deems necessary in
order to make an informed decision with respect to the purchase of the Series 2008 Bonds.
Requests for additional information should be directed to the District Manager at: 12051
Corporate Boulevard, Orlando, Florida 32817 and its telephone number is (407) 382-3556 or the
Underwriter at 250 S. Park Avenue, Suite 400, Winter Park, Florida 32789 and its telephone
number is (407) 646-3040.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2008 Bonds upon an event of default
under the Indenture are in many respects dependent upon judicial actions, which are often
48
subject to discretion and delay. Under existing constitutional and statutory law and judicial
decisions, including the federal bankruptcy code, the remedies specified by the Indenture and
the Series 2008 Bonds may not be readily available or may be limited. The various legal
opinions to be delivered concurrently with the delivery of the Series 2008 Bonds will be
qualified, as to the enforceability of the remedies provided in the various legal instruments, by
limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting
the rights of creditors and enacted before or after such delivery.
FINANCIAL STATEMENTS
Since its creation in May 2007, the limited expenses of the District have been funded
entirely by voluntary contributions from the Developer. Therefore, as of the date of this
Limited Offering Memorandum, the financial statements of the District would not contain any
information material to an investment decision with respect to the Series 2008 Bonds.
Under State law, while the District is required to prepare annual financial statements for
each fiscal year within twelve months after the end of the fiscal year, no audit of such records
by an independent certified public accountant is required unless the District (i) has revenues, or
the total of expenditures and expenses, in excess of $100,000 for such fiscal year, or (ii) has
revenues, or the total of expenditures and expenses, of between $50,000 and $100,000 and has
not been subject to a financial audit for the two preceding fiscal years.
The financial statements of the District are public records available to any party upon
written request and upon the payment of the legally allowable cost of reproduction.
LITIGATION
The District
There is no litigation of any nature now pending or, to the knowledge of the District,
threatened, seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series
2008 Bonds, or in any way contesting or affecting (i) the validity of the Series 2008 Bonds or any
proceedings of the District taken with respect to the issuance or sale thereof, (ii) the pledge or
application of any moneys or security provided for the payment of the Series 2008 Bonds, (iii)
the existence or powers of the District or (iv) the validity of the Assessment Proceedings.
The Developer
The Developer has represented to the District that there is no litigation of any nature
now pending or, to the knowledge of the Developer, threatened, which could reasonably be
expected to have a material and adverse effect upon the ability of the Developer to complete the
Development as described herein, materially and adversely affect the ability of the Developer to
pay the Assessments imposed against the land within the District owned by the Developer or
materially and adversely affect the ability of the Developer to perform its various obligations
described in this Limited Offering Memorandum.
49
On January 25, 2006, a law suit (Case No. 1:06CV0185) was filed against FCE in United
States District Court for the Northern District of Ohio alleging, among other things, that a joint
venture existed between FCE and the plaintiffs relating to the Development, that FCE had
breached the terms of their joint venture arrangement and that FCE breached fiduciary duties
owed to the plaintiffs based on their alleged relationship. The plaintiffs are seeking unspecified
damages and a fifteen percent (15%) equity interest in the Development. Of the six counts in
the complaint, FCE moved to dismiss five and denied the remaining count. The motion to
dismiss is pending and the case is currently in the discovery process. FCE believes the case is
without merit and is vigorously defending the suit.
NO RATING
No application for a rating of the Series 2008 Bonds has been made to any rating agency,
nor is there any reason to believe that the District would have been successful in obtaining an
investment grade rating for the Series 2008 Bonds had application been made.
CONTINUING DISCLOSURE
Pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”), the
District, the Developer MuniCap, Inc., as Dissemination Agent, and joined by GPRA, will enter
into a Continuing Disclosure Agreement (the “Disclosure Agreement”), for the benefit of the
Series 2008 Bondholders (including owners of beneficial interests in the Series 2008 Bonds), to
provide certain financial information and operating data relating to the District, the
Development, the Landowner and the Developer by certain dates prescribed in the Disclosure
Agreement (the “Reports”). The specific nature of the information to be contained in the
Reports is set forth in “Appendix E - Proposed Form of Disclosure Agreement.” Under certain
circumstances, the failure of the District or the Landowner to comply with its obligations under
the Disclosure Agreement constitutes an event of default thereunder. Such a default will not
constitute an event of default under the Indenture, but such event of default under the
Disclosure Agreement would allow the Bondholders (including owners of beneficial interests in
the Series 2008 Bonds) to bring an action for specific performance.
UNDERWRITING
Banc of America Securities LLC (the “Underwriter”) has agreed to purchase the Series
2008 Bonds from the District at a purchase price of $59,832,862.50 (the par amount of the Series
2008 Bonds, $60,285,000 less underwriting discount of $452,137.50). The Underwriter's
obligations are subject to certain conditions precedent and if obligated to purchase any of the
Series 2008 Bonds the Underwriter will be obligated to purchase all of the Series 2008 Bonds.
The Series 2008 Bonds may be offered and sold by the Underwriter at prices lower than the
initial offering prices stated on the cover hereof, and such initial offering prices may be changed
from time to time by the Underwriter.
50
EXPERTS
The references herein to Alvarez Engineers, Inc., as the District's Engineer, have been
approved by said firm, and the District Engineer's Report included in APPENDIX B to this
Limited Offering Memorandum, should be read in its entirety for complete information with
respect to the subjects discussed therein.
The references herein to Fishkind & Associates, Orlando, Florida, as the District
Manager and Financial Consultant, have been approved by said firm, and the Assessment
Methodology included herein as APPENDIX F, should be read in its entirety for complete
information with respect to the subjects discussed therein.
CONTINGENT FEES
The District has retained the Financial Consultant, the District Manager, Bond Counsel
and Counsel to the District with respect to the authorization, sale, execution and delivery of the
Series 2008 Bonds. Payment of all or a portion of the fees of such professionals relating to the
issuance of the Series 2008 Bonds and a discount to the Underwriter (which includes the fees of
Underwriter's Counsel) are each contingent upon the issuance of the Series 2008 Bonds.
VALIDATION
The Series 2008 Bonds were validated and confirmed by a final judgment of the
Seventeenth Judicial Circuit Court in and for Broward County, Florida, rendered on July 30,
2007. The period of time during which an appeal can be taken from such judgment has expired.
FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Limited Offering
Memorandum constitute “forward-looking statements” within the meaning of the United States
Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act. Such statements are
generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,”
“anticipate,” “budget” or other similar words.
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS
CONTAINED IN SUCH FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE
ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. THE DISTRICT DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS
TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF ITS
EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH
51
STATEMENTS ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER
“CONTINUING DISCLOSURE” HEREIN.
LEGAL MATTERS
Certain legal matters related to the authorization, sale and delivery of the Series 2008
Bonds are subject to the approval of Akerman Senterfitt, Orlando, Florida, Bond Counsel.
Certain legal matters will be passed upon for the Underwriter by its counsel Bryant Miller Olive
P.A., Orlando, Florida. Certain legal matters will be passed upon for the District by its counsel,
Billing, Cochran, Heath, Lyles, Mauro, Anderson & Ramsey, P.A., Fort Lauderdale, Florida.
Certain legal matters will be passed upon for the Trustee by Rogers Towers, Jacksonville,
Florida and for the Developer by David Gordon, Esquire, Associate General Counsel to Forest
City Enterprises, Inc.
52
AUTHORIZATION AND APPROVAL
The execution and delivery of this Limited Offering Memorandum has been duly
authorized by the Board of Supervisors of The Village at Gulfstream Park Community
Development District.
THE VILLAGE AT GULFSTREAM PARK
COMMUNITY DEVELOPMENT DISTRICT
______/s/ Charles H. Ratner_____________________
Chairman, Board of Supervisors
A-1
APPENDIX A
USER FEE PROJECTIONS
THE VILLAGE OF GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT
(CITY OF HALLENDALE BEACH, FLORIDA)$60,285,000
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2008A
Projected Special Assessments and User FeesDebt Service Coverage
THE VILLAGE OF GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT
(CITY OF HALLENDALE BEACH, FLORIDA)$60,285,000
Schedule I: Projected Net Annual Debt Service -- Series 2007
Bond Year Gross District Projected Capitalized Reserve Fund Net AnnualEnding Principal Interest Debt Service Operation Obligations Interest Income Debt Service
Total $60,285,000 $102,461,130 $162,746,130 $3,405,446 $166,151,576 ($7,424,552) ($2,889,912) $155,837,112
(b) Gross debt service equals principal plus interest.(c) District operations are estimated and assumed to increase by two percent per year. Actual expenses may be different than estimated.(d) Projected obligations equal gross debt service plus district operations.(e) Net annual debt service equals gross debt service plus capitalized interest, reserve fund income, and district operations.
(a) Principal, interest, and capitalized interest are based on the Limited Offering Memorandum. Capitalized interest and reserve fund earnings applied todebt service include investment income and are dependent on investment rates, which may be different than assumed herein.
Page 1
Potential Initial Year InitialBuilding Sales Annual Opening Percentage Year Total
Type Area (SF) Per SF Sales Date of Sales Sales(a) (a) (a) (b) (a) (a) (c)
Phase 1 hotel 275 75% $250 $18,820,313 $4,000,000 $22,820,313
(a) Based on information provided by Forest City Properties.(b) Annual sales equal sales per square foot times building area.(c) Initial year sales equal annual sales times initial year percentage of sales.(d) Annual room revenues equal rooms times 365 days per year times occupancy times daily rate.(e) Total hotel sales equal annual room revenues plus food and beverage revenues.
Schedule II: Projected Development
THE VILLAGE OF GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT
(CITY OF HALLENDALE BEACH, FLORIDA)$60,285,000
Page 2
Calendar Bond Big Box - #1005 Big Box - #1290 RestaurantsYear Year Inflation Sales Total Sales Total Sales Total
Ending Ending Factor SF Occupancy Per SF Sales SF Occupancy Per SF Sales SF Occupancy Per SF Sales(a) (b) (b) (b) (c) (b) (b) (b) (c) (b) (b) (b) (c)
(a) Inflation is assumed to increase by three percent per year beginning year 2009.(b) Based on information provided by Forest City Properties.(c) Total sales equals square footage times occupancy times sales per square foot. First year sales are adjusted as shown on Schedule II.
Schedule III: Projected Retail Sales
THE VILLAGE OF GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT
(CITY OF HALLENDALE BEACH, FLORIDA)$60,285,000
Page 3
Calendar Bond Entertainment Small Shops Service/Entertainment TotalYear Year Inflation Sales Total Sales Total Sales Total Retail
Ending Ending Factor SF Occupancy Per SF Sales SF Occupancy Per SF Sales SF Occupancy Per SF Sales Sales(a) (b) (b) (b) (c) (b) (b) (b) (c) (b) (b) (b) (c)
Total $515,988,925 $3,963,152,558 $1,022,172,536 $9,384,775,800
(a) Inflation is assumed to increase by three percent per year beginning year 2009.(b) Based on information provided by Forest City Properties.(c) Total sales equals square footage times occupancy times sales per square foot. First year sales are adjusted as shown on Schedule II.
Schedule III: Projected Retail Sales - Continued
THE VILLAGE OF GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT
(CITY OF HALLENDALE BEACH, FLORIDA)$60,285,000
Page 4
THE VILLAGE OF GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT
(CITY OF HALLENDALE BEACH, FLORIDA)$60,285,000
Schedule IV: Projected Hotel Sales
Calendar Bond Hotel Year Year Inflation Daily Annual Room Food and Total
(a) Inflation is assumed to increase by three percent per year beginning year 2009.(b) Based on information provided by Forest City Properties. Occupancy in the first year is adjusted for two months of operations.(c) Annual room revenues equal rooms times 365 days per year times occupancy times daily rate. The hotel is projected to open October 2010.(d) Total hotel sales equal annual room revenues plus food and beverage revenues.
Page 5
Calendar Year Bond Year Total Retail User Fee Total Retail Collection Net Retail Total Hotel User Fee Total Hotel Collection Net HotelEnding Ending Sales Charge User Fees Loss User Fees Sales Charge User Fees Loss User Fees
Total $9,384,775,800 $46,923,879 ($2,346,194) $44,577,685 $1,078,112,783 $5,390,564 ($269,528) $5,121,036
(b) User fee charge is based on declaration of covenants.(c) Total retail user fees are equal to total retail sales times the user fee charge.(d) Collection loss is estimated at five percent. Net user fees equal total user fees less collection loss.(e) Total hotel sales are shown on Schedule IV.
(a) Total retail sales are shown on Schedule III.
(f) Total hotel user fees are equal to total hotel sales tiems the user fee charge.
Schedule V: Projected User Fees
THE VILLAGE OF GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT
(a) Based on Table 6, "Supplemental Assessment Methodology Report" prepared by Fishkind and Associates and dated January 29,
Schedule VI: Allocation of Assessments
THE VILLAGE OF GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT
(CITY OF HALLENDALE BEACH, FLORIDA)$60,285,000
Page 7
THE VILLAGE OF GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT
(CITY OF HALLENDALE BEACH, FLORIDA)$60,285,000
Schedule VII: Projected Collection of Assessments
Retail Hotel OfficeAnnual Net Annual Net Annual
Bond Year Net Annual Percent Installment of User Annual Net Per Percent Installment of User Annual Net Per Percent Installment of Net PerEnding Debt Service Allocation Assessments Fees Assessments PSF Allocation Assessments Fees Assessments Room Allocation Assessments Room
Total $155,837,112 $130,179,099 ($44,577,685) $85,601,414 $17,549,201 ($5,121,036) $12,428,165 $45,193 $8,108,814
(a) Net debt service is shown on Schedule I.(b) Allocation of assessments is shown on Schedule VI.c) Annual installment of assessments is equal to net annual debt service times the allocation of assessments.(d) User fees are shown in Schedule V.(e) Net annual assessments is equal to annual installment of assessments less user fees.(f) Net per SF or room is equal to net annual assessments divided by square feet or rooms shown in Schedule II.
Page 8
THE VILLAGE OF GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT
(CITY OF HALLENDALE BEACH, FLORIDA)$60,285,000
Schedule VIII: Projected Debt Service Coverage
Net Annual Projected Projected Maximum Projected Projected MaximumBond Year Debt User Assessments Special User Assessments Special
(a) Net annual debt service is shown on Schedule I.(b) Projected user fees are shown on Schedule V.(c) Projected assessments collected are equal to net annual debt service less projected user fees.(d) Maximum annual assessments is equal to projected obligations shown on Scheduel I.(e) Projected coverage from user fees is equal to projected user fees divided by net annual debt service.(f) Projected coverage from assessments collected is equal to projected assessments collected divided by net annual debt service.(g) Projected coverage from maximum special assessment is equal to maximum special assessment divided by net annual debt service.
Debt Service Coverage
Page 9
B-1
APPENDIX B
DISTRICT ENGINEER'S REPORT
The Village at Gulfstream Park Community Development District
TABLE OF CONTENTS Narrative I. Introduction …………………………………………………………. 3 1. Location and General Description …………………….. 3 2. District Purpose and Scope ……………………………. 3 3. Description of Land Use ………………………………… 3 II. Governmental Actions …………………………………………… 3 III. Infrastructure Improvements ……………………………………. 4 IV. Description of the Infrastructure ………………………………… 5 1. Roadway and Transportation Improvements ………… 5 2. Stormwater Management System …………………….. 6 3. Water Distribution System ……………………………….6 4. Sanitary Sewer System …………………………………. 6 5. Park & Outdoor Recreational & Cultural Facilities …. 6 6. School Improvements ………………………………….. 6 7. Security Facilities ……………………………………….. 6 V. Ownership and Maintenance ……………………………………. 7 VI. Onsite Roadway and Stormwater Management Easements .. 7 VII. Estimate of Capital Improvement Costs ……………………… 7 VIII. Conclusions and Summary Opinion ………………………….. 7 Appendix Construction Cost Estimates Summary Table …………………………………………… Table 1
Roadway and Transportation Improvements ………….. Table 2 Stormwater Management System ………………………. Table 3 Water Distribution System ……………………………….. Table 4 Sanitary Sewer System …………………………………… Table 5 Park & Outdoor Recreational & Cultural Facilities …….. Table 6 School Improvements …………………………………….. Table 7 Security Facilities …………………………………………. Table 8
Location Map ………………..……………………………………….. Exhibit 1 District Boundary Map ……………………………………………… Exhibit 2 Roadway Improvements …………………………………………… Exhibit 3 Stormwater Management Map ……………………………………. Exhibit 4 Water Distribution System Map …………………………………… Exhibit 5 Sanitary Sewer System Map ………………………………………. Exhibit 6
7/27/2007 Alvarez Engineers, Inc.
3 10560 NW 27 Street, Suite 102, Miami, Florida 33172
I. Introduction 1. Location and General Description. The Village at Gulfstream Park is a land development project (the “Development”) located within the City of Hallandale Beach, Broward County, Florida, 33009. The Development measures approximately 60.8 acres. A portion of the Development measuring approximately 54.60 acres is contained within the limits of The Village at Gulfstream Park Community Development District (the “District”). The District is located in Section 27, Township 51S, Range 42E. The District is situated east of South Federal Highway (US-1), approximately 1/10th of a mile south of East Hallandale Beach Boulevard, west of the Gulfstream Race Track, and approximately 1/10th of a mile north of NE 213 Street. (See Appendix, Exhibit 1, Location Map). The District was legally described in a document prepared and signed by Calvin, Giordano and Associates, Inc. on February 28, 2007. The Legal Description was submitted to the City Commission of the City of Hallandale Beach as part of the petition to establish the Village at Gulfstream Park Community Development District. A depiction of the District’s boundary is shown in the Appendix on Exhibit 2. 2. District Purpose and Scope. The District is established for the purpose of financing, acquiring or constructing, maintaining and operating a portion of the infrastructure necessary for the Development within the District. The purpose of this report is to provide a description of the infrastructure improvements to be financed by the District. The District infrastructure improvement program includes the acquisition of certain easements related to the maintenance of and the construction of the District’s roads and stormwater management systems, parking improvements, parks, open spaces, public plazas, landscaping, irrigation and security improvements. All or a portion of these infrastructure improvements will be completed by The Village at Gulfstream Park, LLC, the primary developer of the Development (the “Developer”), and may be acquired by the District with proceeds of bonds issued by the District. The Developer will finance and construct the balance of the infrastructure needed for the Development that is not financed by the District. The proposed infrastructure improvements, as outlined herein, are necessary for the functional development of the lands within the District as required by the applicable independent unit of local government. 3. Description of Land Use. The lands within the District encompass approximately 54.60 acres. The Development is planned to include the following permitted uses: Residential 1,500 Multi-family dwelling units Hotel 500 Keys Retail 750,000 Square feet of gross leasing area Office 140,000 Square feet of gross floor area Movie Theater 2,500 seats II. Governmental Actions The District was established under City of Hallandale Beach Ordinance No. 2007-05 on May 2nd, 2007. The Development is governed by a Development Agreement between the Developer and the City of Hallandale Beach dated February 7th, 2007, (the “Development Agreement”). Such Development Agreement establishes certain special conditions which, among others, are related to the costs of the public infrastructure which the District will finance. The City of Hallandale Beach passed Ordinance No. 2006-24 on November 6th, 2006 adopting the Development Order for the Development. Such Development Order provides conditions and obligations related to the public infrastructure to be financed by the District among other conditions.
7/27/2007 Alvarez Engineers, Inc.
4 10560 NW 27 Street, Suite 102, Miami, Florida 33172
Planning and engineering are underway with permits applied for or received. Construction Documents for the public infrastructure were prepared by Kimley-Horn and Associates, Inc. and are labeled “Site Development Plans for The Village at Gulfstream Park, Phase I”, last revised on April 6th, 2007 (Bulletin No.3) and “Site Development Plans for Gulfstream Park South Parking Lot, Phase I”, last revised on April 6th, 2007 (Bulletin No. 3). Following is a partial list of the required permits:
a. South Florida Water Management District (SFWMD): Environmental Resource Permit
b. Broward County Environmental Protection Department (EPD) Environmental Resources Permit
c. Florida Department of Transportation (FDOT) Roadway Improvements permit Drainage Connection permit Signalization permit
d. State of Florida Department of Environmental Protection (DEP) / Broward County Department of Health
Health Permits – Potable Water Supply Facilities e. City of Hallandale Beach Fire Department
Fire Protection Permits – Water Main Extension and Fire Hydrants f. City of Hallandale Beach
Water Systems Permit Sanitary Sewer System Permit Paving, Grading and Drainage Permit
g. Department of Environmental Protection National Pollutant Discharge Elimination System (NPDES)
It is our opinion that there are no technical reasons existing at this time which would prohibit the implementation of the plans for the Development as presented herein and that all permits not heretofore issued and which are necessary to effect the improvements described herein will be obtained during the ordinary course of development. III. Infrastructure Improvements The District infrastructure will connect and interact with the adjacent offsite roads and transportation systems, lakes, canals and water and sewer systems. The proposed infrastructure improvements addressed by this report include infrastructure elements that will serve the District. The costs for engineering design and inspection of these elements as well as the anticipated cost for professional service fees and permitting fees have been included and allocated across each infrastructure category. The proposed infrastructure improvements to serve the Development’s needs are listed in the following categories:
1. Roadway and Transportation Improvements including: a. Onsite Roads b. Bridge mandated by Developer Agreement c. Offsite Road Improvements mandated by Developer Order d. District Onsite Signing and Pavement Markings e. Offsite Signing and Pavement Markings mandated by Development
Order f. Signalization mandated by Development Order
7/27/2007 Alvarez Engineers, Inc.
5 10560 NW 27 Street, Suite 102, Miami, Florida 33172
g. Public Lighting systems h. Roadway Irrigation and Landscaping i. On-grade Parking j. Public Parking Structures k. Energy Conservation measures in parking facilities. l. Transit Concurrency Fees mandated by Development Order m. Bus Stops, Shelters, Transit, Shuttle and Bicycle Facilities mandated by
Development Order or Development Agreement.
2. Stormwater Management System including: a. Onsite Drainage Systems b. Onsite Stormwater Treatment, Control and Disposal Systems c. Offsite Drainage, Treatment, Control and Disposal Systems mandated
by Development Order or Developer Agreement
3. Water Distribution System including: a. Onsite Water Distribution Systems for Drinking and Fire Suppression b. Offsite Water Main Improvements mandated by Development Order c. Water Impact Fees mandated by Development Agreement d. Water/Sewer Model Study
4. Sanitary Sewer System including:
a. Onsite Sanitary Sewer System and Lift Station b. Offsite Lift Station Improvements mandated by Developer Agreement c. Offsite Force Main Improvements mandated by Development Order and
Developer Agreement d. Obtain Wastewater service from Utility mandated by Development
Agreement
5. Parks and Outdoor Recreational and Cultural Facilities including: a. Onsite Public Open Spaces with Irrigation and Landscaping b. Landscaped Plazas mandated by Development Agreement c. City Park Improvements mandated by Development Agreement
6. School Improvements mandated by Development Order
7. Security Facilities mandated by Development Order and Agreement
Detailed descriptions of the above proposed infrastructure improvements can be found in the Development Agreement, the Development Order and in the plans prepared by Kimley-Horn mentioned above. The construction cost estimate tables (Tables 1 through 8) in the Appendix show estimated preliminary costs for the proposed infrastructure improvements. IV. Description of the Infrastructure Construction of the infrastructure described below will partially be funded from bond issues: 1. Roadway and Transportation Improvements. A network of interior roads is proposed to provide circulation to the Development. Public parking structures will be constructed onsite as indicated in the exhibits. It is anticipated that two parking garages with a combined capacity of approximately 568 cars will be constructed in Phase I. All roads and parking structures within this development will be open to the general public.
7/27/2007 Alvarez Engineers, Inc.
6 10560 NW 27 Street, Suite 102, Miami, Florida 33172
See Exhibit 3, Roadway Improvements for a graphical representation of the roads to be improved. 2. Stormwater Management System. The stormwater management facilities consist of inlets, manholes, storm pipes, exfiltration trenches, drainage wells and existing lake located within the Gulfstream Race Track. The stormwater management system has been designed to manage the storm runoff within the development, providing flood protection to the area. The offsite drainage facilities mandated by the Development Order and Development Agreement will provide flood protection to the roads with which they are associated. See Exhibit 4, Stormwater Management, for a graphical representation of the facilities. 3. Water Distribution System. The water distribution system is composed of variable pipe sizes for drinking water service and fire protection. The system will be connected to existing offsite public water mains located on NE 213 Street and South Federal Highway. With the exception of the final points of connection, all the water distribution facilities will be constructed within the boundaries of the District. When completed, the water distribution system will be donated by the District to the City of Hallandale Beach for operation and maintenance. See Exhibit 5, Water Distribution System, for a graphical representation of the facilities. 4. Sanitary Sewer System. The sanitary sewer collection system consists of gravity pipes and manholes. The system will be connected to a proposed lift station to be constructed onsite. The proposed lift station will be connected via force main to and existing lift station located on SE 5 Street. The capacity of the existing lift station will be increased to accommodate the flows from the Development. When completed, the sanitary sewer will be donated by the District to the City of Hallandale Beach for operation and maintenance. See Exhibit 5, Sanitary Sewer System, for a graphical representation of the facilities. 5. Parks and Outdoor Recreational and Cultural Facilities. These elements of infrastructure are being design in accordance with the Development Order and Development Agreement conditions. 6. School Improvements. These elements are being design in accordance with the Development Order conditions. 7. Security Facilities. These elements are being designed in accordance with the Development Order and Agreement.
7/27/2007 Alvarez Engineers, Inc.
7 10560 NW 27 Street, Suite 102, Miami, Florida 33172
V. Ownership and Maintenance The ownership and maintenance responsibilities of the proposed infrastructure improvements are set forth below.
VI. Onsite Roadway and Stormwater Management System Facilities Easements Easements within the District needed for construction, operation and maintenance of District facilities will be granted by the Developer to the District. VII. Estimate of Capital Improvement Costs Phase I Future Phases Total Road & Transportation Improvements $ 32,050,725 $ 77,345,000 $109,395,725 Stormwater Management System $ 4,321,037 $ 3,500,000 $ 7,821,037 Water Distribution System $ 1,017,075 $ 350,000 $ 1,367,075 Sanitary Sewer System $ 3,105,874 $ 5,000,000 $ 8,105,874 Parks, Outdoor & Cultural Facilities $ 8,642,188 $ 4,500,000 $ 13,142,188 School Improvements $ 0 $ 2,000,000 $ 2,000,000 Security Facilities $ 500,000 $ 1,000,000 $ 1,500,000 Totals $ 49,636,899 $ 93,695,000 $143,331,899 Please refer to Tables 1 through 8 for a detail of the estimated costs above. VIII. Conclusions and Summary Opinion The infrastructure improvements as detailed herein are necessary for the functional development of the District as required by the applicable independent unit of local government. The planning and design of the infrastructure is in accordance with current governmental regulatory requirements. The infrastructure will provide the intended function so long as the construction is in substantial compliance with the design and permits. The District will need funding to acquire a portion of the improvements included in this report. The Engineer recommends that in addition to the annual non-ad valorem assessments to be levied and collected to pay debt service on the proposed bonds, the District should levy and collect an annual “Operating and Maintenance” assessment to be determined, assessed and levied by the District’s Board of Supervisors upon the assessable real property within the District for the purpose of defraying the cost and expenses of maintaining District-owned improvements.
Proposed Infrastructure Improvements Ownership Maintenance Roadway and Transportation Improvements Onsite District District Offsite City/FDOT City/FDOT Onsite Parking Structures District District Stormwater Management System Onsite District District Offsite City/FDOT City/FDOT Water Distribution System City City Sanitary Sewer System City City Parks and Outdoor Recreational and Cultural Facilities Onsite District District Offsite City City School Improvements School Board School BoardSecurity Facilities District District
7/27/2007 Alvarez Engineers, Inc.
8 10560 NW 27 Street, Suite 102, Miami, Florida 33172
It is our firm’s professional opinion that the costs provided herein for the District’s proposed infrastructure improvements are reasonable to complete the construction of the proposed infrastructure improvements described herein and that these infrastructure improvements will benefit and add value to the District. All such proposed infrastructure costs are public improvements or community facilities as set forth in Section 190.012(1) and (2) of the Florida Statutes. The estimate of infrastructure construction costs is only an estimate and not a guarantee maximum price. Where necessary, historical costs, actual bids and information from other professionals or utility consultants and contractors have been used in the preparation of this report. Consultants and contractors who have contributed in providing the cost data included in this report are reputable entities within the area. It is therefore our opinion that the construction of the proposed Development can be completed at the costs as stated. The labor market, future costs of equipment and materials, increased regulatory actions and the actual construction process are all beyond control. Due to this inherent opportunity for fluctuation in cost, the total final cost may be more or less than this estimate. Juan R. Alvarez, PE Florida Engineer License No. 38522 Alvarez Engineers, Inc. Date July 27, 2007.
7/27/2007 Alvarez Engineers, Inc.
9 10560 NW 27 Street, Suite 102, Miami, Florida 33172
Infrastructure Component Phase I Future PhasesRoadway and Transportation Improvements 32,050,725$ 77,345,000$ 109,395,725$ Stormwater Management System 4,321,037$ 3,500,000$ 7,821,037$ Water Distribution System 1,017,075$ 350,000$ 1,367,075$ Sanitary Sewer System 3,105,874$ 5,000,000$ 8,105,874$ Parks, Outdoor and Cultural Facilities 8,642,188$ 4,500,000$ 13,142,188$ School Improvements -$ 2,000,000$ 2,000,000$ Security Facilities 500,000$ 1,000,000$ 1,500,000$
Total 49,636,899$ 93,695,000$ 143,331,899$
Description of Work
THE VILLAGE AT GULFSTREAM PARK CDDConstruction Cost Estimate
Summary Table
Table 1 of 8
7/27/2007
Description of Work Phase I Future Phases Total Estimated Cost ($)
Pedestrian Bridge over US 1* 300,000$ 300,000$ I-95 / Hallandale Beach Blvd Rt Turn Ramp Impr.** 100,000$ 100,000$ Ives Dairy Rd / I-95 Ramp Improvement** 300,000$ 300,000$ Hallandale Beach Blvd / Dixie / 1st Av Lt Turn** 1,200,000$ 1,200,000$ Signal Interconnect - Hallandale Beach Blvd** 1,200,000$ 1,200,000$ Hollywood Traffic Calming** 250,000$ 250,000$ Off-Site Public Parking** 5,000,000$ 5,000,000$ 9th Street Improvements* 200,000$ 200,000$ On-grade Parking, Roads, Lights, Makings, C&G*** 7,528,839$ 12,000,000$ 19,528,839$ Parking Structures*** 15,000,000$ 50,000,000$ 65,000,000$ Infill for Roadways 735,000$ 2,100,000$ 2,835,000$ Infill for Parking / Impervious 1,435,000$ 4,200,000$ 5,635,000$ Offsite Signalization / US 1 Improvements*** 1,711,886$ 1,711,886$ Transit Concurrency SFRTA Sta or Bus Headw.** 3,000,000$ 3,000,000$ Cost of Surety Bond for Concurrency Fees** 100,000$ 35,000$ 135,000$ Transit Superstop** 300,000$ 300,000$ Shuttle to / from Tri-Rail** 300,000$ 300,000$ 600,000$ Enhanced Pedestrian / Bicycle Facilites** 50,000$ 50,000$ 100,000$ 10 Bus Shelters* 200,000$ 200,000$ Internal Shuttle Stops 60,000$ 60,000$ Landscaping in US 1 Medians* 220,000$ 220,000$ Energy Conservation Measures** 500,000$ 1,000,000$ 1,500,000$ Striping for Low Emission Vehicles** 10,000$ 10,000$ 20,000$
* Mandated by Development Agreement with City** Mandated by Development Order*** Interlocal Agreement RequiredTotal 32,050,725$ 77,345,000$ 109,395,725$
THE VILLAGE AT GULFSTREAM PARK CDDConstruction Cost Estimate
Roadway and Transportation Improvements
Table 2 of 8
7/27/2007
Description of Work Phase I Future Phases Total Estimated Cost ($)
* Mandated by Development Agreement with City** Mandated by Development Order
Total 4,321,037$ 3,500,000$ 7,821,037$
THE VILLAGE AT GULFSTREAM PARK CDDConstruction Cost Estimate
Stormwater Management System
Table 3 of 8
7/27/2007
Description of Work Phase I Future Phases Total Estimated Cost ($)
Water Connection Fees* 80,000$ 150,000$ 230,000$ Offsite Water Main Improvements Under US 1* 50,000$ 50,000$ Water Impcat Fees* 85,000$ 200,000$ 285,000$ Water / Sewer Model Study* 60,000$ 60,000$ Onsite Water Sytem Improvements* 742,075$ 742,075$
* Mandated by Development Agreement with City
Total 1,017,075$ 350,000$ 1,367,075$
THE VILLAGE AT GULFSTREAM PARK CDDConstruction Cost EstimateWater Distribution System
Table 4 of 8
7/27/2007
Description of Work Phase I Future Phases Total Estimated Cost ($)
Offsite Lift Station Improvements** 200,000$ 750,000$ 950,000$ Onsite Lift Station and Force Main* 835,086$ 500,000$ 1,335,086$ Force Main Improvements* & ** 750,000$ 750,000$ Obtain Wastewater Service from Hollywood* 25,000$ 1,000,000$ 1,025,000$ Onsite Sanitary Sewer Facilities* 2,045,788$ 2,000,000$ 4,045,788$
* Mandated by Development Agreement with City** Mandated by Development Order
Total 3,105,874$ 5,000,000$ 8,105,874$
THE VILLAGE AT GULFSTREAM PARK CDDConstruction Cost Estimate
Sanitary Sewer System
Table 5 of 8
7/27/2007
Description of Work Phase I Future Phases Total Estimated Cost ($)
Landscaped Plazas / Public Spaces* 7,032,188$ 2,000,000$ 9,032,188$ City Park Improvements* 200,000$ 200,000$ 10-Acre Park Improvements* 250,000$ 250,000$ Infilll for Open Spaces 910,000$ 1,500,000$ 2,410,000$ Irrigation System** 500,000$ 750,000$ 1,250,000$
* Mandated by Development Agreement with City** Mandated by Development Order
Total 8,642,188$ 4,500,000$ 13,142,188$
THE VILLAGE AT GULFSTREAM PARK CDDConstruction Cost Estimate
Park and Outdoor Recreational and Cultural Facilities
Table 6 of 8
7/27/2007
Description of Work Phase I Future Phases Total Estimated Cost ($)
School Improvements** 2,000,000$ 2,000,000$
** Mandated by Development Order
Total -$ 2,000,000$ 2,000,000$
THE VILLAGE AT GULFSTREAM PARK CDDConstruction Cost Estimate
School Improvements
Table 7 of 8
7/27/2007
Description of Work Phase I Future Phases Total Estimated Cost ($)
Public Security Facilities* 500,000$ 1,000,000$ 1,500,000$
* Mandated by Development Agreement with City
Total 500,000$ 1,000,000$ 1,500,000$
THE VILLAGE AT GULFSTREAM PARK CDDConstruction Cost Estimate
Security Facilities
Table 8 of 8
D-1
APPENDIX D
PROPOSED FORM OF OPINION OF BOND COUNSEL
Upon delivery of the 2008 Bonds in definitiveform, Akerman Senterfitt, Bond Counsel, proposesto render its opinion with respect to such 2008Bonds in substantially the following form:
(Date of Delivery)
Board of SupervisorsThe Villages at Gulfstream Park
Community Development District
$60,285,000THE VILLAGES AT GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2008
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issuance by The Villages atGulfstream Park Community Development District (the “Issuer”) of its Special AssessmentRevenue Bonds, Series 2008 (the “2008 Bonds”), pursuant to the Constitution and laws of theState of Florida, including particularly the Uniform Community Development District Act of1980, Chapter 190, Florida Statutes, as amended (the “Act”). The 2008 Bonds are being issuedpursuant to the Act, Resolution No. 2007-13 adopted by the Board of Supervisors of the District(the “Board”) on June 13, 2007, as supplemented (collectively, the “Resolution”) and a MasterTrust Indenture dated as of January 1, 2008 (the “Master Indenture”), as supplemented by a FirstSupplemental Trust Indenture dated as of January 1, 2008 (the “Supplemental Indenture,” andtogether with the Master Indenture, the “Indenture”), between the District and Regions Bank, astrustee (the “Trustee”) (collectively, the “Indenture”). Any capitalized undefined term usedherein shall have the same meaning as such term has under the Indenture.
As to questions of fact material to our opinion, we have relied upon representations of theIssuer contained in the Indenture and in the certified proceedings and other certifications of
420 South Orange AvenueSuite 1200Orlando, Florida 32801-4904
Post Office Box 231 mailOrlando, Florida 32802-0231
www.akerman.com
407 423 4000 tel 407 843 6610 fax
Fort LauderdaleJacksonvilleLos AngelesMadisonMiamiNew YorkOrlandoTallahasseeTampaTysons CornerWashington, DCWest Palm Beach
The Villages at Gulfstream ParkCommunity Development District
[Date of Delivery]Page 2 of 4
public officials furnished to us, without undertaking to verify the same by independentinvestigation.
Reference is made to the opinion of even date herewith of Billing, Cochran, Heath, Lyles,Mauro, Anderson & Ramsey, P.A., Counsel to the Issuer, on which we have solely relied, as tothe due creation and valid existence of the Issuer, the due authorization, execution and deliveryof the Indenture by the Issuer and the due adoption of the Resolution and other resolutions of theIssuer.
We have also relied upon all findings in the final judgment rendered by the Circuit Courtin and for Broward County, Florida on July 30, 2007 which final judgment among other mattersvalidated the 2008 Bonds. Reference is also made to the opinion of even date herewith ofcounsel to the Trustee, on which we have relied, as to the due authorization and execution of theIndenture by the Trustee and of the enforceability of the Indenture against the Trustee.
In addition to the foregoing, we have examined and relied upon such other agreements,certificates, documents and opinions submitted to us, including certifications and representationsof public officials and other officers and representatives of the various parties participating inthis transaction, as we have deemed relevant and necessary in connection with the opinionsexpressed below. We have not undertaken an independent audit, examination, investigation orinspection of the matters described or contained in such agreements, certificates, documents,representations and opinions submitted to us and have relied solely on the facts, estimates andcircumstances described and set forth therein.
In our examination of the foregoing, we have assumed the genuineness of the signatureson all documents and instruments, the authenticity of documents submitted as originals, theconformity to originals of documents submitted as copies and the legal capacity of all naturalpersons.
The scope of our engagement in relation to the issuance of the 2008 Bonds has beenlimited solely to the examination of facts and law incident to rendering the opinions expressedherein.
This opinion should not be construed as offering material or an offering circular,prospectus or official statement and is not intended in any way to be a disclosure statement usedin connection with the sale or delivery of the 2008 Bonds. Furthermore, we are not passing onthe accuracy or sufficiency of any CUSIP numbers appearing on the 2008 Bonds. In addition,we have not been engaged to and, therefore, do not express any opinion as to compliance by theIssuer with any federal or state statute, regulation or ruling with respect to the sale anddistribution of the 2008 Bonds.
The Villages at Gulfstream ParkCommunity Development District
[Date of Delivery]Page 3 of 4
Neither the 2008 Bonds nor the interest and premium, if any, payable thereon shallconstitute a general obligation or general indebtedness of the Issuer within the meaning of theConstitution and laws of Florida. The 2008 Bonds and the interest and premium, if any, payablethereon do not constitute either a pledge of the full faith and credit of the Issuer or a lien uponany property of the Issuer other than as provided in the Indenture. No owner of the 2008 Bondsor any other person shall ever have the right, directly or indirectly, to require or compel theexercise of any ad valorem taxing power of the Issuer or any other public authority orgovernmental body to pay the principal of or interest and premium, if any, on the 2008 Bonds orto pay any other amounts required to be paid pursuant to the Indenture or the 2008 Bonds.
The opinions set forth below are expressly limited to, and we opine only with respect to, thelaws of the State of Florida and the federal income tax laws of the United States of America.
Based upon the foregoing, we are of the opinion that:
1. The Issuer has been duly created and validly exists as a community developmentdistrict under the Act.
2. The Indenture has been duly authorized and executed by the Issuer and constitutesa valid and binding obligation of the Issuer. The Indenture creates the valid pledge which itpurports to create of the 2008 Trust Estate in the manner and to the extent provided therein.
3. The 2008 Bonds have been duly authorized, executed and delivered by the Issuerand are valid, binding, and enforceable special obligations of the Issuer, payable solely from thesources provided therefore in the Indenture.
4. The interest on the 2008 Bonds is excludable from gross income for federalincome tax purposes and is not treated as an item of tax preference for purposes of the federalalternative minimum tax imposed on individuals and corporations; however, it should be notedthat for the purpose of computing the alternative minimum tax imposed on corporations (asdefined for federal income tax purposes), such interest is taken into account in determiningadjusted current earnings. The opinions set forth in the immediately preceding sentence aresubject to the condition that the Issuer comply with all requirements of the Internal RevenueCode of 1986, as amended, and the regulations thereunder (the “Code”), that must be met orsatisfied in order that interest thereon be, or continue to be, excludable from gross income forfederal income tax purposes. The Issuer has covenanted to comply with each such requirement.Failure of the Issuer to comply with such requirements may cause the inclusion of interest on the2008 Bonds in gross income for federal income tax purposes retroactive to the date of issuanceof the 2008 Bonds. Other provisions of the Code may give rise to adverse federal income taxconsequences to particular holders of the 2008 Bonds. The scope of this opinion is limited to the
The Villages at Gulfstream ParkCommunity Development District
[Date of Delivery]Page 4 of 4
matters addressed above and we express no opinion regarding other federal tax consequencesarising with respect to the 2008 Bonds.
In rendering the opinion expressed above, we have assumed continuing compliance with thetax covenants referred to above that must be met after the issuance of the 2008 Bonds in orderthat interest on the 2008 Bonds not be included in gross income for federal income tax purposes.
5. Pursuant to the Act, the 2008 Bonds and the interest paid thereon are exempt fromall taxes imposed by the State of Florida except as to estate taxes and taxes imposed by Chapter220, Florida Statutes.
It is to be understood that the rights of the owners of the 2008 Bonds and the enforceabilityof the 2008 Bonds and the Indenture may be subject to (a) bankruptcy, insolvency,reorganization, moratorium, fraudulent conveyance, or other similar statutes, rules, regulations,or other laws affecting the enforcement of creditor’s rights and remedies generally and (b) theunavailability of, or limitation on the availability of, a particular right or remedy (whether in aproceeding in equity or at law).
Our opinions expressed herein are predicated upon present law, (and interpretations thereof)facts and circumstances, and we assume no affirmative obligation to update the opinionsexpressed herein if such laws (and interpretations thereof), facts or circumstances change afterthe date hereof.
Very truly yours,
AKERMAN SENTERFITT
E-1
APPENDIX E
PROPOSED FORM OF DISCLOSURE AGREEMENT
{6170/18/00175168.DOCv6}
1
CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT dated as of January 31, 2008 (this
“Disclosure Agreement”), is executed and delivered by THE VILLAGE AT GULFSTEAM PARK
COMMUNITY DEVELOPMENT DISTRICT (the “District”), THE VILLAGE AT GULFSTREAM
PARK, LLC, its successors and assigns, acting through itself or through one or more related
affiliates, subsidiaries and partnerships, in its capacity as developer (the “Developer”), and
MUNICAP, INC. (the “Dissemination Agent”) and joined by GULFSTREAM PARK RACING
ASSOCIATION, INC. (“GPRA”).
This Disclosure Agreement is entered into in connection with the issuance by the District
of its $60,285,000 Special Assessment Revenue Bonds, Series 2008 (the “Bonds”). The Bonds are
being issued pursuant to the terms of a Master Trust Indenture dated as of January 1, 2008, as
supplemented by a First Supplemental Trust Indenture dated as of January 1, 2008 (collectively,
the “Indenture”), between the District and Regions Bank, as trustee (the “Trustee”). Pursuant to
a resolution adopted December 20, 2007, the District approved the negotiated sale of the Bonds
to Banc of America Securities LLC (the “Underwriter”), and the offering and sale of the Bonds
by the Underwriter to “Accredited Investors” within the meaning of Section 2(15) of the
Securities Act of 1933, as amended.
The parties, as applicable, hereby represent, covenant and agree as follows:
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the parties hereto for the benefit of the Holders (as defined
below) and in order to assist the Underwriter in complying with the Rule (as defined below) to
the extent it may subsequently apply.
Section 2. Definitions. Capitalized terms not otherwise defined herein shall have
the same meaning as assigned to such terms in the Indenture. In addition, the following
capitalized terms shall have the following meanings:
“Affiliate” means any corporation, limited liability company, partnership, other form of
business organization, entity, or, as applicable, natural person, which, whether by ownership or
any formal or informal arrangement, controls, or is controlled by, the Developer, or is controlled
by one or more of the same entities or natural persons that controls the Developer.
“Annual Financial Information” with respect to any Fiscal Year of the District means the
following:
(i) the annual financial statements of the District, which (A) are prepared
annually in accordance with generally accepted accounting principles in effect from time to
time consistently applied (provided that nothing in this clause (A) will prohibit the District after
the date of the final Limited Offering Memorandum prepared with respect to the Bonds from
changing such principles so as to comply with generally accepted accounting principles as then
{6170/18/00175168.DOCv6}
2
in effect or to comply with a change in applicable Florida law); and (B) are audited by an
independent certified public accountant or firm of such accountants; and
(ii) updates to financial information and operating data of the District
concerning:
(A) Summary of Administrative Expenses;
(B) Listing of any District landowner or ground lessee responsible for
more than five percent (5%) of the levy of Series 2008
Assessments, the amount of the levy of Series 2008 Assessments
against such landowners or ground lessee, the percentage of such
Series 2008 Assessments relative to the entire levy of Series 2008
Assessments within the District, all as of the previous July 1;
(C) Any changes to the identity of the Dissemination Agent or the
Developer;
(D) The total amount of Series 2008 Assessments on all property
subject to Series 2008 Assessments by the District as of the first
and last days of such Fiscal Year, together with the amount of
Series 2008 Assessments prepaid during such Fiscal Year;
(E) The assessed valuation of each parcel within the District subject to
Series 2008 Assessments, as of the previous July 1;
(F) The amount of annual installments of the Series 2008 Assessments
collected during such Fiscal Year from each landowner within the
District;
(G) The amount of Series 2008 Assessment delinquencies greater than
six months, one year and two years; and, if delinquencies amount
to more than ten percent (10%) of the total amount of Series 2008
Assessments (or annual installments thereof) due in any year, a
list of delinquent landowners;
(H) The amount of delinquent Series 2008 Assessments by Fiscal Year
(1) that are subject to institution of foreclosure proceedings (but as
to which such proceedings have not been instituted); (2) that are
currently subject to foreclosure proceeding which have not been
concluded; (3) that have been reduced to judgment but not
collected; and (4) that have been reduced to judgment and
collected and the results of any tax sales of District property;
{6170/18/00175168.DOCv6}
3
(I) All fund balances in all Funds and Accounts held under the
Indenture;
(J) The principal amount of the Bonds then Outstanding;
(K) The amount of principal and interest paid on the Bonds during the
most recent Fiscal Year and the scheduled amount of principal
and interest to be paid on the Bonds in the next Fiscal Year;
(L) Any changes to the methodology for levying the Series 2008
Assessments in the District since the report of the most recent
Fiscal Year;
(M) Any significant amendments to land use entitlements or legal
challenges to the construction of the Facilities of which the District
or the Dissemination Agent has actual knowledge;
(N) Any material changes in the nature of the Facilities; and
(O) A description of any amendment to this Agreement and a
comparison of any change in the financial statements of the
District.
“Developer” shall mean The Village at Gulfstream Park, LLC, its successors and
assigns, acting through itself or through one or more related affiliates, subsidiaries and
partnerships.
“Completion Agreement” shall mean the Completion Agreement dated as of January 31,
2008, between the District and the Developer.
“Dissemination Agent” shall mean, initially, Municap. Inc. and thereafter shall mean
such entity designated in writing by the District to serve as the successor Dissemination Agent
and which has filed with the District a written acceptance of such designation.
“Facilities” shall include the public infrastructure described in and the subject of the
Completion Agreement.
“Fiscal Year” shall mean the twelve-month period, at the end of which the financial
position of the District and results of its operations for such period are determined. Currently,
the District’s Fiscal Year begins July 1 and continues through the following June 30.
“Holder” shall mean, for purposes of this Disclosure Agreement, any person who is a
record owner or beneficial owner of a Bond.
“MSRB” means the Municipal Securities Rulemaking Board.
{6170/18/00175168.DOCv6}
4
“NRMSIR” has the meaning set forth in Section 7 of this Disclosure Agreement.
“Provide” or “Provided” has the meaning set forth in Section 7 of this Disclosure
Agreement.
“Purchaser” shall mean any purchaser of all or a portion of an unfinished parcel located
within the boundaries of the District from the Developer, or any Affiliate.
“Rule” means Rule 15c2-12 under the Securities Exchange Act of 1934, as in effect from
time to time.
“SEC” means the U.S. Securities and Exchange Commission.
“SID” means any state-based information depository existing from time to time in the
State of Florida for the purpose of receiving information concerning municipal securities.
Section 3. Obligations of the District. (a) The District shall Provide, or cause to be
Provided by the Dissemination Agent (if different from the District), the Annual Financial
Information not later than 270 days after the end of each Fiscal Year beginning with the Fiscal
Year ending September 30, 2008. In the case of the Annual Financial Information which is not
available to the District, the District covenants to use its best efforts to obtain such information
from appropriate sources and to promptly provide such information upon, and subject to,
receipt from such sources.
(b) The District shall Provide or cause to be Provided by the Dissemination Agent (if
different from the District), in a timely manner, notice of any of the following events that may
from time to time occur with respect to the Bonds, but with respect to items in (i) through (xi),
only if material:
(i) principal and interest payment delinquencies;
(ii) non-payment related defaults;
(iii) unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) substitution of credit or liquidity providers, or their failure to perform;
(vi) adverse tax opinions or events affecting the tax-exempt status of the
Bonds;
(vii) modifications to rights of Holders;
{6170/18/00175168.DOCv6}
5
(viii) bond calls;
(ix) defeasances;
(x) release, substitution, or sale of property securing repayment of the Bonds;
(xi) rating changes; and
(xii) the failure of the District on or before the date required by this Disclosure
Agreement to Provide Annual Financial Information to the persons and in the manner
required by this Disclosure Agreement; provided that nothing in this subsection (b) shall
require the District to maintain any debt service reserve, credit enhancement or credit or
liquidity providers with respect to the Bonds or to pledge any property as security for
repayment of the Bonds.
(c) The District shall Provide notice of any change in its Fiscal Year not later than the
date on which it first Provides any information in the then current Fiscal Year.
(d) Any information required to be included in the Annual Financial Information
may be included by specific reference to other documents previously Provided to each NRMSIR
and to any appropriate SID, or filed with the SEC; provided, however, that any final official
statement incorporated by reference must be available from the MSRB.
Section 4. Quarterly Reporting Obligations of the Developer. The Developer shall
provide, at its own cost and expense, to the Dissemination Agent the information described in
this Section 4, and the Dissemination Agent shall promptly Provide such information upon
receipt from the Developer. The Developer shall provide the information described below not
later than forty-five (45) days after each January 1, April 1, July 1 and October 1 (beginning
April 1, 2008), and continuing until such time as the Developer (including any Affiliate) is no
longer responsible for the payment of Series 2008 Assessments (or annual installments thereof)
equal to at least 20% of the annual debt service on the Bonds for any year. The information to
be provided by the Developer shall address the following with respect to any development
performed or to be performed by the Developer within the District:
(i) Status of completion of the Facilities, including the estimated date of
completion of all land development and build out;
(ii) Number of square feet planned on property which is being assessed to
repay the Bonds;
(iii) The amount of acreage ground leased to third parties and allowed
developed square footage to occur on such acreage;
(iv) The number and square footage of buildings constructed, if any;
{6170/18/00175168.DOCv6}
6
(v) For each non-residential structure, the number of units and square feet
leased and the number of units and square feet to be leased, if any;
(vi) For each non-residential structure, the number of tenants, the square
footage leased for each tenant and the current vacancy rate, if any;
(vii) The anchor (more than 10% of the total planned retail square footage)
tenants of non-residential property;
(viii) Statement as to the status of development loans and any permanent
financing undertaken by the Developer or any Affiliate for the portion of
the Facilities not financed with Bond proceeds, including loan balance,
interest rate, existence of deeds of trust or other similar encumbrances
against such Facilities, existence of any default and remaining term;
(ix) Statement as to available funds necessary to complete the Facilities;
(x) Status of any legal challenges to the construction or development of the
Facilities as known to the Developer;
(xi) Status of any governmental or development approvals (other than
customary building permits required after delivery of a finished lot)
required for completion of the Facilities;
(xii) Material adverse changes to permits/approvals which necessitate changes
to the Developer's land use plan as detailed in the Limited Offering
Memorandum;
(xiii) Material adverse changes to information set forth in the Limited Offering
Memorandum; and
(xiv) Any information regarding the Facilities or other information as may be
reasonably requested by the Dissemination Agent relating to the ability of
the Developer or any Affiliate to fulfill its obligations under the
Completion Agreement.
Section 5. Events Reporting Obligations of the Developer. Whenever the
Developer obtains actual knowledge of the occurrence of one or more of the following events,
the Developer shall notify the Dissemination Agent of such occurrence and the Dissemination
Agent shall immediately report such event in the manner as provided in Section 6 for the
events specified therein:
(i) failure to pay any real property taxes or Series 2008 Assessments levied
within the District on a parcel leased by the Developer (or any Affiliate);
{6170/18/00175168.DOCv6}
7
(ii) material damage to or destruction of any development or improvements
within the District;
(iii) material default by the Developer (or any Affiliate) on any loan with
respect to the development or permanent financing of District
development undertaken by the Developer;
(iv) material default by the Developer (or any Affiliate) on any loan secured
by property within the District leased by the Developer (or any Affiliate);
(v) payment default on any loan to the Developer (or any Affiliate) (whether
or not such loan is secured by the property ground leased within the
District);
(vi) the filing of the Developer (or any Affiliate) or any owner of more than
25% interest in the Developer (or any Affiliate) in bankruptcy or any
determination that the Developer (or any Affiliate) or any owner of more
than 25% of the Developer (or any Affiliate) is unable to pay its debts as
they become due;
(vii) the filing of any lawsuit with claim for damage, in excess of $1,000,000
against the Developer or any Affiliate which may adversely affect the
completion of the District development or litigation which would
materially adversely affect the financial conditions of the Developer or
Affiliate; and
(viii) any change in the legal structure, chief executive officer or ownership of
the Developer.
Section 6. Obligations of the Dissemination Agent. The Dissemination Agent
accepts the role of Dissemination Agent, subject to the approval and execution of an agreement
between the Dissemination Agent and the District relating to these services (the
“Dissemination Agreement”). The Dissemination Agent shall assist the District in preparing
the information needed for the Annual Report.
Section 7. Information Provided. Information shall be deemed to have been
“Provided” for purposes of this Disclosure Agreement if transmitted to the following as herein
required:
(i) each nationally recognized municipal securities information repository
(“NRMSIR”) approved as such by the SEC from time to time, at its then current address,
including the following NRMSIRs existing as of the date hereof:
Assessment Report dated July 27, 2007. The July 27th report anticipated a bond sale which was delayed until January 29, 2008 to close on January 30, 2008. Previously, on June 27, 2007 The Board of Supervisor adopted the Master Assessment Methodology Report (“Master Report”) via Resolution 2007-15. The Master Report sets out the methodology by which the Board will allocate debt incurred to fund its Capital Improvement Plan (“CIP”). The Board has agreed to finance Phase 1 of the CIP with its Series 2008 Bonds. The District’s Placement Agent has placed $60,285,000 in total Series 2008 Bonds to generate the construction funds for Phase 1. This report demonstrates how the assessment methodology in the Master Report would be applied to the Series 2008 Bonds.
1.2 Background
The City Council of Hallandale created the District in May 2, 2007 via Ordinance 2007-06. The District was established to provide infrastructure, including, but not necessarily limited to, roadways (within and without the District), water and sewer facilities, a stormwater management system, streetscape and landscape, and parking garages. The District is a +/- 54.6 acre site planned for the following uses ( “Development” as per Table 1):
• 750,000 square fee of retail space • 140,000 square feet for offices • A movie theater complex of 2,500 seats • 500 hotel rooms • 1,500 multifamily dwelling units
2
Table 1. Development Plan for The Village at Gulfstream Park
Source: Developers The Board has determined that it is in the best interest of the current and future property owners in the District to fund the CIP through special assessments. At its June 27, 2007 meeting the Board initiated the special assessment process under Chapter 170, F.S. and authorized its staff to notify the affected landowners pursuant to Resolution 2007-16 and Chapter 170.
2.0 Assessment Methodology 2.1 Overview The assessment methodology is a process by which the District will
allocate the costs associated with its CIP to properties within the District benefiting from the improvements. The allocation is based upon the benefits that each property receives. At the outset, the District has based its CIP on the land uses the Developers plan for the Developments as outlined above in Table 1.
The District will impose assessments upon the land in the District based on the benefits that the actual land uses in District receive. At the outset, there is no development on the land in the District. The land is being used for surface parking and for open space. Therefore, initially the District will impose assessments on a gross acre basis, phase by phase as described more fully below. As the actual land uses are constructed in each phase, the debt assigned to that phase will be more finely determined based on the methodology described below. In other words, as actual development occurs, the debt that was initially allocated by acreage will be reallocated based on the specific land uses that are constructed. This represents a refinement of the allocation process based on benefits received by specific development as it occurs in each phase.
` 3
2.2 The District’s Capital Improvement Plan and the District Engineer’s Estimate of Cost
The Interim District Engineer has estimated the cost for the infrastructure
necessary to support the development program outlined in Table 1. Their estimate is contained in the report, “The Village at Gulfstream Park Community Development District Engineer’s Report Infrastructure Improvements” dated June 13, 2007 and is summarized in Table 2 below. The District Engineer estimates a total project cost of $143,331,899. This excludes financing costs, inflation and interest expenses. The Board adopted the District Engineer’s Report in its Resolution 2007-15.
Source: District Engineer’s Report of June 13, 2007, Page 7 and Developer
2.3 Financing Plan
The District plans to finance its CIP in phases to match the phasing outlined in Tables 1 and 2. Each phase is designed to stand alone. If any future phase is not developed, the others will be pursued as shown above. The District will issue special assessment revenue bonds to generate the construction funds for each phase of the CIP. The debt service on the bonds will be funded from two sources: (a) special assessments on all benefiting properties which will secure
100% of the debt service and (b) Developer contributions from fees the Developer plans to collect
from its tenants under certain lease arrangements.
4
Table 3 summarizes how Phase 1 of the CIP will be funded through the sale of the District’s Series 2008 Bonds.
Table 3. The Village at Gulfstream Park Community Development District Financing Program for Phase 1
Category Series 2008 Construction $49,420,147 Debt Service Reserve $3,014,250 Capitalized Interest $6,998,465 Placement Fee $452,137 Cost of Issuance $400,000 Rounding $1 ========= Total Par Debt $60,285,000
The bond sizing in Table 3 is standard for tax exempt District bonds. The
construction fund is net funded under this sizing and satisfies the requirements provided in Table 2. The bonds will also fund the debt service reserve, capitalized interest, and the costs of issuance.
Bond proceeds are also expected to fund interest payable during the
construction period as well as the period between the time that the project infrastructure is completed and portions of the Developments as outlined in Table 1 are completed. This is the purpose for the capitalized interest fund.
The Placement Fee compensates the Placement Agent for their work in
places the District’s Series 2008 Bonds. The cost of issuance pays for the trustee, financial advisor, district counsel, bond counsel, and other costs associated with issuing the District's bonds.
` 5
2.4 Allocation to Benefiting Properties – The Assessment Methodology
Applied to the Series 2008 Bonds for Phase 1 of the CIP The discussion offered below illustrates the process by which the District
will allocate debt incurred to support its CIP. This debt will be fully secured by special assessments levied on properties in the District based on and proportional to the benefits that each receives from the CIP.
As described above, each phase of the Development shown in Table 1 will be developed independently of the other phases. Furthermore, the infrastructure associated with each phase of development is unique to that phase. Attachment #1 contains the legal description of the land benefiting from the Phase 1 improvements. Initially, the debt funding the Phase 1 improvements will be allocated to all of the property identified in Attachment #1 on a gross acreage basis. As the vertical construction occurs and when the certificates of occupancy are issued or platting occurs (whichever is first), the District will more finely articulate the allocation of debt to benefiting properties in that particular phase benefiting from the infrastructure for that phase.
In the particular circumstances of the District an equitable allocation of the debt must be based on the type of infrastructure to be constructed and how it may benefit particular land uses. For example, the structured parking facilities only benefit the retail and cinema uses. Furthermore, the schools are only a benefit to the residential uses and are in fact required by the Development Order as a result of these uses. The balance of the improvements benefits all of the land uses. Therefore, the costs associated with the parking decks are allocated only to the retail and cinema uses. The costs for schools in any phase are allocated to the residential units in that particular phase. The balance of the CIP costs for the roadways, storm water systems, utilities, parks, and security are allocated to all properties in the phase as described below. There are five distinct categories of land uses in the District: (1) retail, (2) office, (3) hotel, (4) cinema, and (5) residential. To put these all on a common footing the concept of an equivalent residential unit (“ERU”) is appropriate and widely used. The residential units are all assigned an ERU of 1 per unit. All other land uses are measured in terms of an ERU as described below. As noted above, the ERU method will be used to allocate certain costs for the District’s CIP among benefiting land uses. These costs are for roads, storm water management, potable water, sanitary sewer, parks, and security. Table 4 summarizes the ERU factors and ERU totals adopted by the District in the Master Report.
As discussed previously, each phase of the project stands on its own. The infrastructure for each phase will be allocated exclusively to the development planned for that phase. The costs for the parking structures will be allocated to the retail and cinema uses in that phase benefiting from these improvements. The cost for school improvements in any phase are allocated only to the residential development in that phase. All other costs for the remaining facilities funded in a phase are allocated to the land uses in that phase alone on an ERU basis.
In light of this analysis the financing plan outlined in Table 3 must be
distributed into three categories for each phase: (1) schools, (2) parking, and (3) all other. Each of these is allocated to the benefiting uses in each phase. Table 5 provides the analysis for Phase 1. For example, the total cost of the CIP for Phase 1 is $49,420,147 on a net basis (including interest earnings on the construction fund). To fund these improvements the District would issue $60,285,000 in bonds. The $14,934,499 estimated cost (net basis) for the parking structures will require the District to issue $18,217,798 in bonds. All the other facilities for Phase 1 will cost $34,485,648 which will be funded by issuing $42,067,202 in bonds. It is the as financed amounts that are allocated to the benefiting land uses.
Table 5. Facilities Costs as Financed by Phase
Phase Schools Parking All Other Total Phase 1 Cost $0 $14,934,499 $34,485,648 $49,420,147 Phase 1 As Financed $0 $18,217,798 $42,067,202 $60,285,000
The allocations of cost associated with the installation of the CIP are
phase-specific. Table 6 presents the allocation of costs associated with Phase 1 of the project. The cost for the parking facility is allocated only to the retail land use. There are no school costs in Phase 1. The other costs are allocated to the land uses in Phase 1 based on their ERU counts as shown in Table 4. All of the debt totaling $60,285,000 is allocated to benefiting land uses. The retail use bears the largest share. A cost per unit column is also provided for convenience.
` 7
Table 6. Allocation of Costs for Phase 1 of the CIP Category Schools Parking All Other Total Per Unit Retail $0 $18,217,798 $32,141,496 $50,359,294 $134Office $0 $0 $3,136,864 $3,136,864 $45Hotel $0 $0 $6,788,842 $6,788,842 $27,155Cinema $0 $0 $0 $0 $0Residential $0 $0 $0 $0 $0 ======= ======= ======= ======= Total $0 $18,217,798 $42,067,202 $60,285,000
8
Attachment #1 Legal Description of Phase 1
LAND DESCRIPTION
VILLAGE AT GULFSTREAM PARK (LEASE AREA) CITY OF HALLANDALE BEACH, BROWARD COUNTY, FLORIDA
A portion of Lots 1 through 4, Block 10, and Lots 1 through 3, Block 15 all in MAP OF THE TOWN OF HALLANDALE, according to the plat thereof as recorded in Plat Book B, Page 13 of the Public Records of Dade County, Florida also being a portion of HALLANDALE PARK NO. 12, PART 2, according to the plat thereof as recorded in Plat Book 10, Page 17 of the Public Records of Broward County, Florida and being particularly described as follows: COMMENCE at the Southeast corner of Section 27, Township 51 South, Range 42 East, Broward County, Florida; THENCE South 88º01’12” West on the South line of said Section 27, a distance of 2093.59 feet; THENCE North 01º50’08” West a distance of 50.09 feet to the POINT OF BEGINNING; THENCE South 88°10'12" West, a distance of 106.24 feet; THENCE South 79°34'52" West, a distance of 73.83 feet; THENCE South 88°09'53" West, a distance of 124.65 feet to the beginning of a tangent curve concave to the North; THENCE Westerly on the arc of said curve having a radius of 200.00 feet, through a central angle of 29°35'17", an arc distance of 103.28 feet to a point of reverse curvature with a curve concave to the Southwest; THENCE Northwesterly on the arc of said curve having a radius of 2278.13 feet, through a central angle of 03°21'41", an arc distance of 133.66 feet to a point of reverse curvature with a curve concave to the Northeast; THENCE Northwesterly on the arc of said curve having a radius of 50.00 feet, through a central angle of 33°19'47", an arc distance of 29.09 feet to the intersection with the East right-of-way line of South Federal Highway (U.S. 1) as shown on State of Florida Department of Transportation Right-of-Way Maps for State Road 5, Section 86010-2519, said point located on the arc of a non-tangent curve concave to the West, whose radius point bears North 81°58'50" West;
` 9
THENCE on said East right-of way line of South Federal Highway (U.S. 1) the following eight (8) courses and distances; 1. Northerly on the arc of said curve having a radius of 3909.83 feet, through a central angle of 03°03'25", an arc distance of 208.60 feet; 2. South 85°02'14" East, a distance of 0.85 feet; 3. North 07°51'26" East, a distance of 99.85 feet to a point on the arc of a non-tangent curve concave to the west, whose radius point bears North 86°49'11" West; 4. Northerly on the arc of said curve having a radius of 3743.00 feet, through a central angle of 05°00'35", an arc distance of 327.27 feet; 5. North 01°49'46" West, a distance of 32.91 feet; 6. South 88°10'14" West, a distance of 4.50 feet to a point on the arc of a non-tangent curve concave to the west, whose radius point bears South 88°14'02" West; 7. Northerly on the arc of said curve having a radius of 3909.83 feet, through a central angle of 00°03'48", an arc distance of 4.32 feet; 8. North 01°49'46" West, a distance of 1,386.43 feet; THENCE North 88°30'29" East, a distance of 261.89 feet; THENCE South 01°29'31" East, a distance of 51.95 feet; THENCE North 88°30'23" East, a distance of 105.85 feet; THENCE South 01°50'03" East, a distance of 103.85 feet; THENCE North 88°09'52" East, a distance of 230.00 feet; THENCE South 01°50'08" East, a distance of 39.55 feet to a point on the arc of a non-tangent curve concave to the West, whose radius point bears South 88°09'52" West; THENCE Southerly on the arc of said curve having a radius of 5.00 feet, through a central angle of 30°07'32", an arc distance of 2.63 feet to a point of reverse curve with a curve concave to the East; THENCE Southerly on the arc of said curve having a radius of 68.80 feet, through a central angle of 30°07'30", an arc distance of 36.17 feet;
10
THENCE South 01°50'06" East, a distance of 103.68 feet to the beginning of a tangent curve concave to the Northeast; THENCE Southeasterly on the arc of said curve having a radius of 125.00 feet, through a central angle of 44°59'42", an arc distance of 98.16 feet to a point of tangency; THENCE South 46°49'48" East, a distance of 23.05 feet to the beginning of a tangent curve concave to the West; THENCE Southerly on the arc of said curve having a radius of 40.00 feet, through a central angle of 60°11'16", an arc distance of 42.02 feet to a point of non-tangency; THENCE South 46°49'48" East, a distance of 42.09 feet; THENCE North 88°11'21" East, a distance of 108.51 feet to the beginning of a tangent curve concave to the Southwest; THENCE Southeasterly on the arc of said curve having a radius of 15.00 feet, through a central angle of 89°59'01", an arc distance of 23.56 feet to a point of tangency; THENCE South 01°49'38" East, a distance of 35.34 feet to a point on the arc of a non-tangent curve concave to the West, whose radius point bears South 87°53'03" West; THENCE Southerly on the arc of said curve having a radius of 283.96 feet, through a central angle of 11°21'32", an arc distance of 56.29 feet to a point of non-tangency; THENCE South 88°09'52" West, a distance of 15.55 feet; THENCE South 01°50'08" East, a distance of 226.96 feet to a point on the arc of a non-tangent curve concave to the east, whose radius point bears South 12°35'36" East; THENCE Southerly on the arc of said curve having a radius of 116.08 feet, through a central angle of 158°29'04", an arc distance of 321.08 feet to a point of non-tangency; THENCE South 01°50'08" East, a distance of 315.49 feet; THENCE South 88°09'52" West, a distance of 103.71 feet;
` 11
THENCE South 43°09'52" West, a distance of 276.44 feet; THENCE South 01°50'08" East, a distance of 568.53 feet to the POINT OF BEGINNING; Said lands lying in the City of Hallandale Beach, Broward County, Florida, and containing 1,338,998 square feet (30.7392 acres), more or less. SURVEYOR’S NOTES:
1) Not valid without the signature and original raised seal of a Florida Licensed Surveyor and Mapper.
2) Lands shown hereon were not abstracted by the surveyor for rights-of-
way, easements, ownership or other instruments of record.
3) Bearings shown hereon are based on State Plane Coordinates, Transverse Mercator, Florida East Zone, NAD 83 with the 1990 adjustment as shown on the “EASTERN BROWARD SECONDARY G.P.S. CONTROL NETWORK” survey prepared by the Broward County Surveyor. Control monuments that were used in this survey were G47, G48, G49, H47, H49, I47 and I48 with the East line of SE ¼ of Section 27-51-42 having a bearing of N01º52’52”W.
4) The description contained herein does not represent a field boundary
survey. CALVIN, GIORDANO AND ASSOCIATES, INC. __________________________________ Date: _________________ Gregory J. Clements Professional Surveyor and Mapper Florida Registration Number LS 4479