DOWNTOWN DORAL SOUTH COMMUNITY DEVELOPMENT DISTRICT (City of Doral, Florida) $17,970,000 Special Assessment Bonds, Series 2018 (Assessment Area One)

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1 NEW ISSUE - BOOK-ENTRY ONLY NOT RATED In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming continuing compliance with certain tax covenants, under existing statutes, regulations, rulings and court decisions, interest on the Series 2018 Bonds (as defined below) is excludable from gross income for federal income tax purposes. Further, interest on the Series 2018 Bonds is not an item of tax preference for purposes of the alternative minimum tax imposed on individuals. See "TAX EXEMPTION" herein for a description of the federal alternative minimum tax, including alternative minimum tax on corporations for taxable years beginning before January 1, 2018, and certain other federal tax consequences of ownership of the Series 2018 Bonds. Bond Counsel is further of the opinion that the Series 2018 Bonds and the income thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. See "TAX EXEMPTION" herein. DOWNTOWN DORAL SOUTH COMMUNITY DEVELOPMENT DISTRICT (City of Doral, Florida) $17,970,000 Special Assessment Bonds, Series 2018 (Assessment Area One) Dated: Date of delivery Due: May 1, as shown below The $17,970,000 Downtown Doral South Community Development District Special Assessment Bonds, Series 2018 (Assessment Area One) (the "Series 2018 Bonds") are being issued by the Downtown Doral South Community Development District (the "District") pursuant to a Master Trust Indenture dated as of December 1, 2016 (the "Master Indenture") from the District to Wells Fargo Bank, National Association, as trustee (the "Trustee"), as amended and supplemented from time to time, and particularly as supplemented by a Third Supplemental Trust Indenture dated as of July 1, 2018 (the "Third Supplemental Indenture," and, collectively with the Master Indenture, the "Indenture"), from the District to the Trustee. The Series 2018 Bonds are being issued only in fully registered form, in denominations of $5,000 or any integral multiple thereof; provided, however, that delivery of the Series 2018 Bonds to the initial purchasers thereof shall be in denominations of $100,000 or integral multiples of $5,000 in excess thereof. The District was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, any successor statute thereto, the Florida Constitution, and other applicable provisions of law (collectively, the "Act") and by Ordinance No of the Board of County Commissioners of Miami-Dade County, Florida (the "County") enacted on December 6, 2016 and effective on December 16, 2016 (the "Ordinance") and Section 1.01(A)(21) of the Miami-Dade County Home Rule Charter. Proceeds of the Series 2018 Bonds will be used to (i) finance the Costs of acquiring all or a portion of the Assessment Area One Project (as herein defined) which represents a portion of the costs of the District's Capital Improvement Plan (as herein defined), (ii) fund the Series 2018 Reserve Account, (iii) pay Capitalized Interest on the Series 2018 Bonds through November 1, 2018, and (iv) pay the costs of issuance of the Series 2018 Bonds. See "THE CAPITAL IMPROVEMENT PROGRAM AND ASSESSMENT AREA ONE PROJECT" herein and "APPENDIX C - COPY OF MASTER INDENTURE AND FORM OF THIRD SUPPLEMENTAL INDENTURE" attached hereto. The Series 2018 Bonds are payable from and secured solely by the Assessment Area One Pledged Revenues. The Assessment Area One Pledged Revenues consist of (a) all revenues received by the District from Assessment Area One Special Assessments (as herein defined) levied and collected on the assessable lands within Assessment Area One (as herein defined) of the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Assessment Area One Special Assessments or from the issuance and sale of tax certificates with respect to such Assessment Area One Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture created and established with respect to or for the benefit of the Series 2018 Bonds; provided, however, that Assessment Area One Pledged Revenues shall not include (A) any moneys transferred to the Series 2018 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2018 Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the District under Section of the Act for maintenance purposes or "maintenance assessments" levied and collected by the District under Section (3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso). See "SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2018 BONDS" herein. The Series 2018 Bonds, when issued, will be registered in the name of Cede & Co., as the owner and nominee for The Depository Trust Company ("DTC"), New York, New York. Purchases of beneficial interests in the Series 2018 Bonds will be made in book-entry only form. Accordingly, principal of and interest on the Series 2018 Bonds will be paid from the sources provided below by the Trustee directly to Cede & Co. as the nominee of DTC and the registered owner thereof. Disbursements of such payments to the DTC Participants (as herein defined) is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of DTC Participants and the Indirect Participants, as more fully described herein. Any purchaser as a beneficial owner of a Series 2018 Bond must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of and interest on such Series 2018 Bond. See "DESCRIPTION OF THE SERIES 2018 BONDS - Book-Entry Only System" herein. The Series 2018 Bonds will bear interest at the fixed rates set forth below, calculated on the basis of a 360-day year comprised of twelve thirty-day months. Interest on the Series 2018 Bonds is payable semi-annually on each May 1 and November 1, commencing November 1, The Series 2018 Bonds are subject to optional, mandatory sinking fund and extraordinary mandatory redemption at the times, in the amounts, and at the redemption prices more fully described herein under the caption "DESCRIPTION OF THE SERIES 2018 BONDS - Redemption Provisions." THE SERIES 2018 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE ASSESSMENT AREA ONE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE CITY OF DORAL, FLORIDA, MIAMI-DADE COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2018 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION ASSESSMENT AREA ONE SPECIAL ASSESSMENTS TO SECURE AND PAY THE SERIES 2018 BONDS. THE SERIES 2018 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE CITY OF DORAL, FLORIDA, MIAMI-DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. SEE "SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2018 BONDS" HEREIN. The Series 2018 Bonds involve a degree of risk (see "BONDOWNERS' RISKS" herein), and are not suitable for all investors (see "SUITABILITY FOR INVESTMENT" herein). The Underwriter is limiting the offering of the Series 2018 Bonds 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. However, the limitation of the initial offering of Series 2018 Bonds to accredited investors does not denote restrictions on transfers in any secondary market for the Series 2018 Bonds. The Series 2018 Bonds are not credit enhanced and are not rated and no application has been made for a rating with respect to the Series 2018 Bonds, nor is there any reason to believe that the District would have been successful in obtaining a rating for the Series 2018 Bonds had application been made. This cover page contains information for quick reference only. It is not, and is not intended to be, a summary of the Series 2018 Bonds. Investors must read the entire Limited Offering Memorandum, including the appendices attached hereto, to obtain information essential to the making of an informed investment decision. AMOUNTS, INTEREST RATES, MATURITIES, PRICES AND INITIAL CUSIP NUMBERS* $3,395, % Series 2018 Bond Due May 1, Price CUSIP No P AC5 $5,485, % Series 2018 Bond Due May 1, Price CUSIP No P AD3 $9,090, % Series 2018 Bond Due May 1, Price CUSIP No P AE1 The Series 2018 Bonds are offered for delivery when, as and if issued by the District and accepted by MBS Capital Markets, LLC, the Underwriter, subject to prior sale, withdrawal or modification of the offer with notice and the receipt of the opinion of Greenberg Traurig, P.A., West Palm Beach, Florida, Bond Counsel, as to the validity of the Series 2018 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the District by its counsel, Billing, Cochran, Lyles, Mauro & Ramsey, P.A., Fort Lauderdale, Florida, for the Developer by its counsel, White & Case LLP, Miami, Florida, and Greenberg Traurig, P.A., Fort Lauderdale, Florida, for the Trustee by its counsel, Holland & Knight LLP, Miami, Florida, and for the Underwriter by its counsel, Nabors, Giblin & Nickerson, P.A., Tampa, Florida. It is expected that the Series 2018 Bonds will be available for delivery through the facilities of The Depository Trust Company in New York, New York on or about July 26, MBS CAPITAL MARKETS, LLC Dated: July 18, 2018 * The District is not responsible for the use of CUSIP numbers, nor is any representation made as to their correctness. of this Limited Offering Memorandum. They are included solely for the convenience of the readers

2 DOWNTOWN DORAL SOUTH COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS Hal Eisenacher, Chairman* Maria Carolina Herrera, Vice Chair Teresa Baluja, Assistant Secretary Ryan Palonka, Assistant Secretary* Vacant DISTRICT MANAGER AND ASSESSMENT CONSULTANT Governmental Management Services - South Florida, LLC Sunrise, Florida DISTRICT COUNSEL Billing, Cochran, Lyles, Mauro & Ramsey, P.A. Fort Lauderdale, Florida BOND COUNSEL Greenberg Traurig, P.A., West Palm Beach, Florida UNDERWRITER'S COUNSEL Nabors, Giblin & Nickerson, P.A., Tampa, Florida DISTRICT ENGINEER Alvarez Engineers, Inc. Doral, Florida * Employee of, or affiliated with, the Developer.

3 REGARDING USE OF THIS LIMITED OFFERING MEMORANDUM No dealer, broker, salesman or other person has been authorized by the District, the State of Florida or the Underwriter to give any information or to make any representations other than those contained in this Limited Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2018 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the District, the District Manager, the District Engineer, the Assessment Consultant (hereinafter defined), the Developer (hereinafter defined) and other sources that are believed by the Underwriter to be reliable. The Underwriter has provided the following sentence for inclusion in this Limited Offering Memorandum. The Underwriter has reviewed the information in this Limited Offering Memorandum in accordance with and as part of its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The District, the District Engineer, the Assessment Consultant, the District Manager and the Developer will all, at closing, deliver certificates certifying that certain of the information each supplied does not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change with respect to the matters described herein since the date hereof. In connection with this offering, the Underwriter may over-allot or effect transactions that stabilize or maintain the market price of the Series 2018 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Series 2018 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, nor has the Indenture been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions set forth in such acts. The registration, qualification or exemption of the Series 2018 Bonds in accordance with the applicable securities law provisions of any jurisdictions wherein these securities have been or will be registered, qualified or exempted should not be regarded as a recommendation thereof. Neither the District, the State of Florida, nor any of its subdivisions or agencies have guaranteed or passed upon the merits of the Series 2018 Bonds, upon the probability of any earnings thereon or upon the accuracy or adequacy 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.

4 The achievement of certain results or other expectations contained in such forwardlooking 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 forwardlooking 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 statements are based occur, other than as described under "CONTINUING DISCLOSURE" herein. The order and placement of materials in this Limited Offering Memorandum, including the appendices, are not to be deemed a determination of relevance, materiality or importance, and this Limited Offering Memorandum, including the appendices, must be considered in its entirety. The captions and headings in this Limited Offering Memorandum are for convenience of reference only and in no way define, limit or describe the scope or intent, or affect the meaning or construction, of any provisions or sections in this Limited Offering Memorandum. This Limited Offering Memorandum is being provided to prospective purchasers either in bound printed form ("Original Bound Format") or in electronic format on the following websites: and This Limited Offering Memorandum may be relied upon only if it is in its Original Bound Format or as printed in its entirety directly from such websites. This Limited Offering Memorandum is not, and shall not be deemed to constitute, an offer to sell, or the solicitation of an offer to buy, real estate, which may only be made pursuant to offering documents satisfying applicable federal and state laws relating to the offer and sale of real estate.

5 TABLE OF CONTENTS i Page INTRODUCTION... 1 SUITABILITY FOR INVESTMENT... 3 PRIOR AND OUTSTANDING INDEBTEDNESS... 3 DESCRIPTION OF THE SERIES 2018 BONDS... 4 General Description... 4 Redemption Provisions... 4 Book-Entry Only System... 7 SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2018 BONDS General Additional Obligations Funds and Accounts Series 2018 Revenue Account Investment or Deposit of Funds Prepayment of Special Assessments Covenant Against Sale or Encumbrance Completion Agreement True Up Agreement Indenture Provisions Relating to Bankruptcy or Insolvency of Developer Events of Default and Remedies ENFORCEMENT OF ASSESSMENT COLLECTIONS General Direct Billing and Foreclosure Procedures Uniform Method Procedure THE DISTRICT General Legal Powers and Authority Board of Supervisors District Manager and Other Consultants THE CAPITAL IMPROVEMENT PROGRAM AND ASSESSMENT AREA ONE PROJECT.. 30 THE DEVELOPMENT General Land Acquisition/Development Financing Land Use and Development Plan Permitting Environmental Assessment Areas Residential Community Residential Product Offerings Schools Utilities Marketing Fees and Assessments Competition THE DEVELOPER Armando Codina James Carr... 41

6 BONDOWNERS' RISKS ESTIMATED SOURCES AND USES OF BOND PROCEEDS DEBT SERVICE REQUIREMENTS ASSESSMENT METHODOLOGY TAX EXEMPTION Changes in Federal and State Tax Law Information Reporting and Backup Withholding DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS NO RATING OR CREDIT ENHANCEMENT VALIDATION LITIGATION The District The Developer CONTINUING DISCLOSURE UNDERWRITING LEGAL MATTERS AGREEMENT BY THE STATE NO FINANCIAL STATEMENTS EXPERTS AND CONSULTANTS CONTINGENT AND OTHER FEES LEGALITY FOR INVESTMENT MISCELLANEOUS APPENDICES: APPENDIX A ENGINEER'S REPORT APPENDIX B METHODOLOGY REPORT APPENDIX C COPY OF MASTER INDENTURE AND FORM OF THIRD SUPPLEMENTAL INDENTURE APPENDIX D FORM OF OPINION OF BOND COUNSEL APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT ii

7 LIMITED OFFERING MEMORANDUM relating to DOWNTOWN DORAL SOUTH COMMUNITY DEVELOPMENT DISTRICT (CITY OF DORAL, FLORIDA) $17,970,000 SPECIAL ASSESSMENT BONDS, SERIES 2018 (ASSESSMENT AREA ONE PROJECT) INTRODUCTION The purpose of this Limited Offering Memorandum, including the cover page and appendices hereto, is to set forth certain information concerning the Downtown Doral South Community Development District (the "District"), in connection with the offering and issuance by the District of its $17,970,000 Downtown Doral South Community Development District Special Assessment Bonds, Series 2018 (Assessment Area One) (the "Series 2018 Bonds"). All capitalized terms used in this Limited Offering Memorandum that are defined in the Indenture (hereinafter defined) and not defined herein shall have the respective meanings set forth in the Indenture, the form of which appears as composite APPENDIX C attached hereto. This introduction is not a summary of this Limited Offering Memorandum. It is only a description of and guide to, and is qualified by, the information contained in the entire Limited Offering Memorandum, including the cover page and appendices hereto, and the documents summarized or described herein. The information provided in this Limited Offering Memorandum is made only by means of the entire Limited Offering Memorandum taken as a whole, and a full review should be made of the entire Limited Offering Memorandum prior to making any investment decision. The District was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, the Florida Constitution, and other applicable provisions of law (collectively, the "Act"), Ordinance No of the Board of County Commissioners of Miami-Dade County, Florida (the "County") enacted on December 6, 2016 and effective on December 16, 2016 (the "Ordinance") and Section 1.01(A)(21) of the Miami-Dade Home Rule Charter. For more information regarding the District, see "THE DISTRICT" herein. The Series 2018 Bonds are being issued pursuant to the Act and a Master Trust Indenture dated as of December 1, 2016 (the "Master Indenture") from the District to Wells Fargo Bank, National Association, Jacksonville, Florida, as trustee (the "Trustee"), as supplemented by a Third Supplemental Trust Indenture dated as of June 1, 2018 (the "Third Supplemental Indenture" and, collectively with the Master Indenture, the "Indenture"), from the District to the Trustee, and certain resolutions of the District authorizing the issuance of the Series 2018 Bonds. The District was established for the purpose of financing the acquisition and construction of and managing the maintenance and operation of certain community development services and facilities within and without its boundaries. The Act authorizes the District to issue bonds for purposes, among others, of financing and refinancing the 1

8 costs of the acquisition, construction, and equipping of capital infrastructure improvements. The District will construct and/or acquire community wide improvements consisting of road improvements, stormwater management and drainage facilities, water distribution and sanitary sewer collection systems and recreational amenities (as more fully described herein, the "Capital Improvement Program" or "CIP"). Proceeds of the Series 2018 Bonds will be used to (i) finance the Costs of acquiring all or a portion of the Assessment Area One Project (hereinafter defined) which represents a portion of the costs of the District s Capital Improvement Plan (hereinafter defined), (ii) fund the Series 2018 Reserve Account, (iii) pay Capitalized Interest on the Series 2018 Bonds through November 1, 2018, and (iv) pay the costs of issuance of the Series 2018 Bonds. See "THE CAPITAL IMPROVEMENT PROGRAM AND ASSESSMENT AREA ONE PROJECT" herein and "APPENDIX C - COPY OF MASTER INDENTURE AND FORM OF THIRD SUPPLEMENTAL INDENTURE" attached hereto. Prospective investors should be aware of certain risk factors which, if they were to materialize, could delay or prevent payment of principal of and interest on the Series 2018 Bonds, or adversely affect the tax status of interest on the Series 2018 Bonds. The Series 2018 Bonds are not a suitable investment for all investors. The Series 2018 Bonds are being offered initially through a limited offering only to "accredited investors" within the meaning of Chapter 517, Florida Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder. The Series 2018 Bonds are not rated or credit enhanced and no application has been made for a rating with respect to the Series 2018 Bonds, nor is there any reason to believe that the District would have been successful in obtaining a rating for the Series 2018 Bonds had application been made. See "SUITABILITY FOR INVESTMENT" and "BONDOWNERS' RISKS" herein. THE SERIES 2018 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE ASSESSMENT AREA ONE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE CITY OF DORAL, FLORIDA (THE "CITY"), THE COUNTY, THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2018 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION ASSESSMENT AREA ONE SPECIAL ASSESSMENTS TO SECURE AND PAY THE SERIES 2018 BONDS. THE SERIES 2018 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE CITY, THE COUNTY, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. SEE "SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2018 BONDS" HEREIN. Set forth herein are brief descriptions of the District, the Development, the Developer and the infrastructure improvements to be funded with a portion of the proceeds of the Series 2018 Bonds, together with summaries of terms of the Series 2018 Bonds, the Indenture and certain provisions of the Act. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and laws and all references to the Series 2018 Bonds are qualified by reference to the definitive forms 2

9 thereof and the information with respect thereto contained in the Indenture. A copy of the Master Indenture and the form of the Third Supplemental Indenture appear as composite APPENDIX C attached hereto. The information provided under this caption "INTRODUCTION" is intended to provide a brief overview of the information provided in the other captions herein and is not intended, and should not be considered, fully representative or complete as to the subjects discussed hereunder. SUITABILITY FOR INVESTMENT While the Series 2018 Bonds are not subject to registration under the Securities Act of 1933, as amended (the "Securities Act"), the Underwriter will, as required by Chapter 189, Florida Statutes, offer the Series 2018 Bonds only to "accredited investors," as described in Chapter 517, Florida Statutes, and the rules promulgated thereunder. The limitation of the initial offering to accredited investors does not denote restrictions on transfer in any secondary market for the Series 2018 Bonds. Prospective investors in the Series 2018 Bonds should have knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Series 2018 Bonds and should have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment. Investment in the Series 2018 Bonds poses certain economic risks. See "BONDOWNER S RISKS" herein. 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. PRIOR AND OUTSTANDING INDEBTEDNESS On December 28, 2016, the District issued its Downtown Doral South Community Development District Special Assessment Notes, Series 2016 (the "2016 Notes"), issued as draw-down notes pursuant to the Master Indenture and a First Supplemental Trust Indenture, dated as of December 1, 2016 (the "First Supplemental Indenture"). The total amount of 2016 Notes that may be issued under the First Supplemental Indenture is limited to $10,000,000, of which $9,682, may be used by the District to fund a portion of the costs of the CIP described in the Master Report (hereinafter defined). As of June 26, 2018, the District has spent $7,178, of the 2016 Notes proceeds to finance the purchase of a acre stormwater management lake from the Developer, and to finance the costs of earthwork and a portion of the lift station, perimeter buffers, public amenities, offsite improvements and various soft costs. The remaining proceeds of the 2016 Notes will be used to complete the earthwork and finance a portion of the lift station and District roads. The improvements to be financed with proceeds of the 2016 Notes are hereinafter collectively referred to as the "2016 Project." On November 20, 2017, the District issued its Downtown Doral South Community Development District Special Assessment Notes, Series 2017 (the "2017 Notes"), issued as draw-down notes pursuant to the Master Indenture and a Second Supplemental Trust Indenture, dated as of November 1, 2017 (the "Second Supplemental Indenture"). The total amount of 2017 Notes that may be issued under the Second Supplemental Indenture is limited to $10,000,000, of which $9,709, may be used by the District to fund a portion 3

10 of the costs of the CIP described in the Master Report. As of June 26, 2018, the District has spent $3,470, of the 2017 Notes proceeds to finance the costs of a portion of the lift station and onsite roadways. The remaining proceeds of the 2017 Notes will be used to purchase an acre Phase 1 onsite right of way, which acquisition is expected to close in July The improvements to be financed with proceeds of the 2017 Notes are hereinafter collectively referred to as the "2017 Project." General Description DESCRIPTION OF THE SERIES 2018 BONDS The Series 2018 Bonds will be dated, will bear interest at the rates per annum set forth on the cover page of this Limited Offering Memorandum (computed on the basis of a 360-day year consisting of twelve 30-day months) and, subject to the redemption provisions set forth below, will mature on the dates and in the amounts set forth on the cover page of this Limited Offering Memorandum. Interest on the Series 2018 Bonds will be payable semi-annually on each May 1 and November 1, commencing November 1, 2018 until maturity or prior redemption. Wells Fargo Bank, National Association is the Trustee, Paying Agent and Registrar for the Series 2018 Bonds. The Series 2018 Bonds will be issued in fully registered form, without coupons, in authorized denominations of $5,000 and any integral multiple thereof; provided, however, that delivery of the Series 2018 Bonds to the initial purchasers thereof shall be in denominations of $100,000 or integral multiples of $5,000 in excess thereof. Upon initial issuance, the ownership of the Series 2018 Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"), and purchases of beneficial interests in the Series 2018 Bonds will be made in book-entry only form. The Series 2018 Bonds will initially be offered and sold only 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, although there is no limitation on resales of the Series 2018 Bonds. See "- Book Entry Only System" and "SUITABILITY FOR INVESTMENT" herein. Redemption Provisions Optional Redemption. The Series 2018 Bonds may, at the option of the District, provided written notice has been sent to the Trustee at least forty-five (45) days prior to the redemption date (unless the Trustee will accept less than forty-five (45) days notice), be called for redemption prior to maturity as a whole or in part, at any time, on or after May 1, 2028 (less than all Series 2018 Bonds of a maturity to be selected randomly), at a Redemption Price equal to the principal amount of Series 2018 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date from moneys on deposit in the Series 2018 Optional Redemption Subaccount of the Series 2018 Bond Redemption Account. Extraordinary Mandatory Redemption in Whole or in Part. The Series 2018 Bonds are subject to extraordinary mandatory redemption prior to maturity by the District in whole or in part, on any date (other than in the case of clause (i) below which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a 4

11 Redemption Price equal to 100% of the principal amount of the Series 2018 Bonds to be redeemed, plus interest accrued to the redemption date, as follows: (i) from Series 2018 Prepayment Principal deposited into the Series 2018 Prepayment Subaccount of the Series 2018 Bond Redemption Account following the payment in whole or in part of Assessment Area One Special Assessments on any assessable property within Assessment Area One within the District in accordance with the provisions of Section 4.05(a) of the Third Supplemental Indenture. (ii) from moneys, if any, on deposit in the Series 2018 Funds, Accounts and subaccounts in the Funds and Accounts (other than the Series 2018 Rebate Fund and the Series 2018 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2018 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Indenture. (iii) upon the Completion Date, from any funds remaining on deposit in the Series 2018 Acquisition and Construction Account not otherwise reserved to complete the Assessment Area One Project and which have been transferred to the Series 2018 General Redemption Subaccount of the Series 2018 Bond Redemption Account. Mandatory Sinking Fund Redemption. The Series 2018 Bonds maturing on May 1, 2028 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2018 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Year (May 1) Sinking Fund Payment Year (May 1) Sinking Fund Payment 2019 $275, $345, , , , , , , , * 415,000 * Final Maturity The Series 2018 Bonds maturing on May 1, 2038 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2018 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. 5

12 Year (May 1) Sinking Fund Payment Year (May 1) Sinking Fund Payment 2029 $435, $555, , , , , , , , * 680,000 * Final Maturity The Series 2018 Bonds maturing on May 1, 2048 are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2018 Sinking Fund Account on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Year (May 1) Sinking Fund Payment Year (May 1) Sinking Fund Payment 2039 $715, $ 925, , , , ,020, , ,075, , * 1,130,000 * Final Maturity Upon any redemption of Series 2018 Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the District shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2018 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2018 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2018 Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years. Partial Redemption. If less than all of the Series 2018 Bonds of a maturity are to be redeemed, the Trustee shall select the particular Series 2018 Bonds or portions of the Series 2018 Bonds to be called for redemption randomly in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of the Series 2018 Bonds pursuant to an optional redemption, such redemption shall be effectuated by redeeming the Series 2018 Bonds of such maturities in such manner as shall be specified by 6

13 the District in writing, subject to the provisions of Indenture. In the case of any partial redemption of Series 2018 Bonds pursuant to an extraordinary mandatory redemption, such redemption shall be effectuated by redeeming Series 2018 Bonds pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Series 2018 Bonds to be redeemed multiplied times a fraction the numerator of which is the principal amount of the Series 2018 Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Series 2018 Bonds outstanding immediately prior to the redemption date, rounded up or down to the nearest $5,000 amount in order to maintain Authorized Denominations. Notice of Redemption and of Purchase. When required to redeem or purchase Series 2018 Bonds under any provision of the Indenture or directed to do so by the District, the Trustee shall cause notice of the redemption, either in whole or in part, to be mailed by first class mail, postage prepaid at least thirty (30) but not more than sixty (60) days prior to the redemption or purchase date to all Owners of Series 2018 Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addresses, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption or purchase of the Series 2018 Bonds for which notice was duly mailed in accordance with the Indenture. If at the time of mailing of notice of redemption or purchase, the District shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all the Series 2018 Bonds called for redemption or purchase, such notice shall state that it is subject to the deposit of the redemption or purchase moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date, and such notice shall be of no effect unless such moneys are so deposited. Book-Entry Only System THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC'S BOOK- ENTRY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE DISTRICT BELIEVES TO BE RELIABLE, BUT THE DISTRICT DOES NOT TAKE ANY RESPONSIBILITY FOR THE ACCURACY THEREOF. DTC will act as securities depository for the Series 2018 Bonds. The Series 2018 Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond certificate will be issued for each maturity of the Series 2018 Bonds and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also 7

14 facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard and Poor's rating of AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of the Series 2018 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such Series 2018 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2018 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2018 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2018 Bonds, except in the event that use of the book-entry system for the Series 2018 Bonds is discontinued. To facilitate subsequent transfers, all Series 2018 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2018 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2018 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2018 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 2018 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such Series 2018 Bonds, as the case may be, to be redeemed. 8

15 Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2018 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2018 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments * on the Series 2018 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the District or the Registrar on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Registrar or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions *, and dividend payments * to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District and/or the Paying Agent for the Series 2018 Bonds. Disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of the Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2018 Bonds at any time by giving reasonable notice to the District. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2018 Bond certificates are required to be printed and delivered. The District may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Series 2018 Bond certificates will be printed and delivered to DTC. NEITHER THE DISTRICT NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE SERIES 2018 BONDS. THE DISTRICT CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, THE DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE SERIES 2018 BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS LIMITED OFFERING MEMORANDUM. Not applicable to the Series 2018 Bonds 9

16 General SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2018 BONDS THE SERIES 2018 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE ASSESSMENT AREA ONE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE CITY, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2018 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION ASSESSMENT AREA ONE SPECIAL ASSESSMENTS TO SECURE AND PAY THE SERIES 2018 BONDS. THE SERIES 2018 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE CITY, THE COUNTY, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. The District currently includes approximately acres of land located entirely within the incorporated area of the City (herein referred to as the "District Lands"). The development of the District is bifurcated into two distinct assessment areas for the purpose of levying assessments as described in the Engineer's Report (hereinafter defined), referred to as "Assessment Area One" and "Assessment Area Two." As described below, the Series 2018 Bonds are secured by special assessments levied solely on the assessable lands within Assessment Area One in the manner described herein and in the Indenture and no special assessments securing the Series 2018 Bonds will be levied on any other lands within the District, including any lands within Assessment Area Two. See "THE CAPITAL IMPROVEMENT PROGRAM AND ASSESSMENT AREA ONE PROJECT" and "ASSESSMENT METHODOLOGY" herein. The Assessment Area One Pledged Revenues consist of (a) all revenues received by the District from Assessment Area One Special Assessments levied and collected on the assessable lands within Assessment Area One of the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Assessment Area One Special Assessments or from the issuance and sale of tax certificates with respect to such Assessment Area One Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture created and established with respect to or for the benefit of the Series 2018 Bonds; provided, however, that Assessment Area One Pledged Revenues shall not include (A) any moneys transferred to the Series 2018 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2018 Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the District under Section of the Act for maintenance purposes or "maintenance assessments" levied and collected by the District under Section (3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso) Pursuant to the Indenture, Assessment Area One Special Assessments consist of a portion of the Special Assessments levied on the assessable lands within Assessment Area 10

17 One within the District as a result of the District's acquisition and/or construction of the Assessment Area One Project, corresponding in amount to the debt service on the Series 2018 Bonds and designated as such in the methodology report relating thereto. According to the Indenture, "Special Assessments" consist of the net proceeds derived from the levy and collection of "special assessments," as provided for in Sections (14) and of the Act against District Lands that are subject to assessment as a result of a particular Project or any portion thereof or against one or more identifiable Assessment Areas including the interest and penalties on such assessments, pursuant to all applicable provisions of the Act and Chapter 170, Florida Statutes, and Chapter 197, Florida Statutes (and any successor statutes thereto), including, without limitation, any amount received from any foreclosure proceeding for the enforcement of collection of such assessments or from the issuance and sale of tax certificates with respect to such assessments, less (to the extent applicable) the fees and costs of collection thereof payable to the Tax Collector and less certain administrative costs payable to the Property Appraiser pursuant to the Property Appraiser and Tax Collector Agreement. "Special Assessments" shall not include "special assessments" levied and collected by the District under Section of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the District under Section (3) of the Act. Pursuant to the Indenture, the District shall collect the Assessment Area One Special Assessments relating to the acquisition and construction of the Assessment Area One Project through the Uniform Method of Collection (the "Uniform Method") afforded by Chapter 197, Florida Statutes. Pursuant to the terms and provisions of the Indenture, the District shall, pursuant to the provisions of the Assessment Resolutions, directly collect the Assessment Area One Special Assessments levied in lieu of the Uniform Method with respect to any assessable lands which have not yet been platted or the timing for using the Uniform Method will not yet allow for using such method, unless the Trustee, at the direction of the Majority Holders, directs the District, in writing, otherwise. In addition, and not in limitation of, additional covenants contained in the Indenture, the District covenants in the Supplemental Indenture to comply with the terms of the proceedings heretofore adopted with respect to the Assessment Area One Special Assessments, and to levy the Assessment Area One Special Assessments in such manner as will generate funds sufficient to pay debt service on the Series 2018 Bonds when due. All Assessment Area One Special Assessments that are collected directly by the District shall be due and payable by the landowner not later than thirty (30) days prior to each Interest Payment Date. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein. The District has also covenanted in the Indenture that if any Assessment Area One Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the District shall be satisfied that any such Assessment Area One Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the District shall have omitted to make such Assessment Area One Special Assessment when it might have done so, the District shall either (i) take all necessary steps to cause a new Assessment Area One Special Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Assessment Area One Special Assessment from any legally available moneys, which moneys shall be deposited into the Series 2018 Revenue Account. In case such second Assessment Area One Special Assessment shall be 11

18 annulled, the District shall obtain and make other Assessment Area One Special Assessments until a valid Assessment Area One Special Assessment shall be made. The determination, order, levy and collection of Assessment Area One Special Assessments must be undertaken in compliance with procedural requirements provided by State law. Failure by the District to comply with such requirements could result in delay in the collection of, or the complete inability to collect, Assessment Area One Special Assessments during any year. Such delays in the collection of, or complete inability to collect, Assessment Area One Special Assessments would have a material adverse effect on the ability of the District to make full or punctual payment of the principal of and interest on the Series 2018 Bonds. See "BONDHOLDERS' RISKS" herein. Additional Obligations The District covenants in the Indenture not to issue any other Bonds or other debt obligations, other than the Series 2018 Bonds, secured by the Assessment Area One Special Assessments. The District further covenants not to issue any other Bonds or other debt obligations secured by Special Assessments levied against any assessable lands within Assessment Area One until the assessable lands within Assessment Area One have been Substantially Absorbed. Such covenants of the District will not prevent the District from issuing refunding bonds or preclude the District from imposing Special Assessments or other non ad valorem assessments on any lands within Assessment Area One in connection with capital projects that are necessary for health, safety or welfare reasons or to remediate any natural disaster. The District and the Trustee may rely on a written certificate from the District Manager regarding the status of the aforementioned platting and residential units. "Substantially Absorbed" shall mean the date at least 75% of the principal portion of the Assessment Area One Special Assessments have been assigned to residential units that have received certificates of occupancy. Funds and Accounts (a) The Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the "Series 2018 Acquisition and Construction Account." Proceeds of the Series 2018 Bonds shall be deposited into the Series 2018 Acquisition and Construction Account in the amount set forth in the Third Supplemental Indenture, together with any moneys transferred to the Series 2018 Acquisition and Construction Account, and such moneys in the Series 2018 Acquisition and Construction Account shall be applied as set forth in the Master Indenture. Any moneys remaining in the Series 2018 Acquisition and Construction Account after payment of all costs of the Assessment Area One Project, as evidenced in writing from the District or from the District Manager, on behalf of the District to the Trustee, shall be transferred to the Series 2018 General Redemption Subaccount of the Series 2018 Bond Redemption Account. Upon presentment to the Trustee of a properly signed requisition in substantially the form attached as Exhibit C to the Third Supplemental Indenture, the Trustee shall withdraw moneys from the Series 2018 Acquisition and Construction Account. The Trustee shall not pay any requisition submitted if an Event of Default as to which the Trustee is deemed to have knowledge under the Indenture has occurred and is continuing unless directed in writing by the Majority Holders. Pursuant to the Master Indenture, the Trustee shall establish a separate 12

19 account within the Acquisition and Construction Fund designated as the "Series 2018 Costs of Issuance Account." In accordance with the provisions of the Indenture, upon the occurrence of an Event of Default with respect to the Series 2018 Bonds, the Series 2018 Bonds are payable solely from the Assessment Area One Pledged Revenues and any other moneys held by the Trustee under the Indenture for such purpose. Anything in the Indenture to the contrary notwithstanding and provided, however, that such actions shall not affect the tax-exempt status of the Bonds, the District acknowledges in the Indenture that, upon the occurrence of an Event of Default with respect to the Series 2018 Bonds, (i) the Assessment Area One Pledged Revenues include, without limitation, all amounts on deposit in the Series 2018 Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, (ii) the Assessment Area One Pledged Revenues may not be used by the District (whether to pay costs of a portion of the Assessment Area One Project or otherwise) without the consent of the Majority Holders, and (iii) the Assessment Area One Pledged Revenues may be used by the Trustee, at the direction or with the approval of the Majority Holders, to pay the fees of the Trustee and the reasonable costs and expenses incurred in connection with the pursuit of remedies under the Indenture. Prior to any action by the Trustee under the Indenture, the Majority Holders shall provide the District an indemnification regarding such actions so directed. The District also acknowledges and agrees in the Indenture that from and after an Event of Default, the Trustee is authorized to exercise the District's rights under the Collateral Assignment at the direction of the Majority Holders but without the consent or approval of the District and the District covenants not to enter into any contract regarding the Assessment Area One Project from and after an Event of Default without the written direction of the Majority Holders. Proceeds of the Series 2018 Bonds shall be deposited into the Series 2018 Costs of Issuance Account in the amount set forth in the Third Supplemental Indenture. Six months after the issuance of the Series 2018 Bonds, any moneys remaining in the Series 2018 Costs of Issuance Account in excess of the actual costs of issuing the Series 2018 Bonds requested to be disbursed by the District shall be deposited into the Series 2018 Interest Account. Any deficiency in the amount allocated to pay the cost of issuing the Series 2018 Bonds shall be paid from excess Assessment Area One Pledged Revenues on deposit in the Series 2018 Revenue Account, as provided in the Third Supplemental Indenture. (b) Pursuant to the Indenture, the Trustee shall establish a separate Account within the Revenue Fund designated as the "Series 2018 Revenue Account." Assessment Area One Special Assessments (except for Prepayments of Assessment Area One Special Assessments which shall be identified as such by the District to the Trustee and deposited in the Series 2018 Prepayment Subaccount) shall be deposited by the Trustee into the Series 2018 Revenue Account which shall be applied as set forth in the Indenture. (c) Pursuant to the Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the "Series 2018 Principal Account." Moneys shall be deposited into the Series 2018 Principal Account as provided in the Indenture, and applied for the purposes provided therein. 13

20 (d) Pursuant to the Indenture, the Trustee shall establish two separate Accounts within the Debt Service Fund designated as the "Series 2018 Interest Account" and the "Series 2018 Capitalized Interest Account." Moneys deposited into the Series 2018 Interest Account pursuant to the Indenture and into the Series 2018 Capitalized Interest Account pursuant to the Indenture, shall be applied for the purposes provided therein. (e) Pursuant to the Indenture, the Trustee shall establish another separate Account within the Debt Service Fund designated as the "Series 2018 Sinking Fund Account." Moneys shall be deposited into the Series 2018 Sinking Fund Account as provided in the Indenture and applied for the purposes provided therein. (f) Pursuant to the Indenture, the Trustee shall establish a separate Account within the Debt Service Reserve Fund designated as the "Series 2018 Reserve Account." Proceeds of the Series 2018 Bonds shall be deposited into the Series 2018 Reserve Account in the amount set forth in the Third Supplemental Indenture, and such moneys, together with any other moneys deposited into the Series 2018 Reserve Account shall be applied for the purposes provided therein. All investment earnings on moneys in the Series 2018 Reserve Account shall remain on deposit therein. Notwithstanding any of the foregoing, amounts on deposit in the Series 2018 Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2018 Bonds to the Series 2018 General Redemption Subaccount of the Series 2018 Bond Redemption Account, if as a result of the application of Article X of the Master Indenture, the proceeds received from lands sold subject to the Assessment Area One Special Assessments and applied to redeem a portion of the Series 2018 Bonds is less than the principal amount of Series 2018 Bonds indebtedness attributable to such lands. (g) Pursuant to the Indenture, the Trustee shall establish a separate Series Bond Redemption Account within the Bond Redemption Fund designated as the "Series 2018 Bond Redemption Account" and within such Account, a "Series 2018 General Redemption Subaccount," a "Series 2018 Optional Redemption Subaccount," and a "Series 2018 Prepayment Subaccount." Except as otherwise provided in the Third Supplemental Indenture regarding Prepayments or in connection with the optional redemption of the Series 2018 Bonds, moneys to be deposited into the Series 2018 Bond Redemption Account as provided in the Indenture, shall be deposited to the Series 2018 General Redemption Subaccount of the Series 2018 Bond Redemption Account. (h) Moneys that are deposited into the Series 2018 General Redemption Subaccount of the Series 2018 Bond Redemption Account (including all earnings on investments held therein) shall be used to call Series 2018 Bonds for the extraordinary mandatory redemption in whole, pursuant to the Indenture. (i) Moneys in the Series 2018 Prepayment Subaccount of the Series 2018 Bond Redemption Account (including all earnings on investments held in such Series 2018 Prepayment Subaccount of the Series 2018 Bond Redemption Account) shall be accumulated therein to be used to call for redemption pursuant to the Indenture an amount of Series 2018 Bonds equal to the amount of money transferred to the Series 2018 Prepayment Subaccount of the Series 2018 Bond Redemption Account for the purpose of 14

21 such extraordinary mandatory redemption on the dates and at the price provided in the Indenture. (j) The Issuer directs the Trustee in the Indenture to establish a Series 2018 Rebate Fund designated as the "Series 2018 Rebate Fund." Moneys shall be deposited into the Series 2018 Rebate Fund, as provided in the Arbitrage Certificate and applied for the purposes provided therein. (k) Moneys on deposit in the Series 2018 Optional Redemption Subaccount shall be used to optionally redeem all or a portion of the Series 2018 Bonds pursuant to the Indenture. Series 2018 Revenue Account Pursuant to the Indenture, the Trustee shall establish the "Series 2018 Revenue Account" within the Revenue Fund. Assessment Area One Special Assessments (except for Prepayments of Assessment Area One Special Assessments which shall be identified as such by the District to the Trustee and deposited in the Series 2018 Prepayment Subaccount) shall be deposited by the Trustee into the Series 2018 Revenue Account which shall be applied as set forth in the Indenture. Pursuant to the Indenture, the Trustee shall transfer from amounts on deposit in the Series 2018 Revenue Account to the Funds and Accounts described below the following amounts, at the following times and in the following order of priority: FIRST, upon receipt but no later than the Business Day next preceding each November 1 commencing November 1, 2018, to the Series 2018 Interest Account of the Debt Service Fund, an amount from the Series 2018 Revenue Account equal to the interest on the Series 2018 Bonds becoming due on the next succeeding November 1, less any amount on deposit in the Series 2018 Interest Account and Series 2018 Capitalized Interest Account not previously credited; SECOND, upon receipt but no later than the Business Day next preceding each May 1 commencing May 1, 2019, to the Series 2018 Interest Account of the Debt Service Fund, an amount from the Series 2018 Revenue Account equal to the interest on the Series 2018 Bonds becoming due on the next succeeding May 1, less any amounts on deposit in the Series 2018 Interest Account and Series 2018 Capitalized Interest Account not previously credited; THIRD, no later than the Business Day next preceding each May 1, commencing May 1, 2019, to the Series 2018 Sinking Fund Account of the Debt Service Fund, an amount from the Series 2018 Revenue Account equal to the principal amount of Series 2018 Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2018 Sinking Fund Account not previously credited; FOURTH, no later than the Business Day next preceding each May 1, which is the principal payment date for any Series 2018 Bonds, to the Series 2018 Principal Account of the Debt Service Fund, an amount from the Series

22 Revenue Account equal to the principal amount of Series 2018 Bonds Outstanding maturing on such May 1, less any amounts on deposit in the Series 2018 Principal Account not previously credited; FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2018 Bonds remain Outstanding, to the Series 2018 Reserve Account, an amount from the Series 2018 Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Reserve Requirement for the Series 2018 Bonds; and SIXTH, notwithstanding the foregoing, at any time the Series 2018 Bonds are subject to redemption on a date which is not an Interest Payment Date, the Trustee shall be authorized to transfer from the Series 2018 Revenue Account to the Series 2018 Interest Account, the amount necessary to pay interest on the Series 2018 Bonds subject to redemption on such date; and SEVENTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be first deposited into the Series 2018 Costs of Issuance Account to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2018 Bonds and next, any balance in the Series 2018 Revenue Account shall remain on deposit in such Series 2018 Revenue Account, unless pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Series 2018 Rebate Fund, in which case, the District shall direct the Trustee to make such deposit thereto. Notwithstanding that the District has funded the Series 2018 Capitalized Interest Account to pay interest on the Series 2018 Bonds through at least November 1, 2018, moneys on deposit in the Series 2018 Capitalized Interest Account, including all investment earnings thereon, shall remain on deposit in such Account and be used by the Trustee to pay interest on the Series 2018 Bonds on any subsequent Interest Payment Date if moneys remain after November 1, When such Account has been depleted of all funds, the Trustee shall be authorized to close such Account. Investment or Deposit of Funds The Trustee shall, as directed by the District in writing, invest moneys held in the Series Accounts in the Debt Service Fund and any Series Account within the Bond Redemption Fund only in Government Obligations and securities described in subparagraphs (v), (vi), (ix), (x) or (xi) of the definition of Investment Securities. The Trustee shall, as directed by the District in writing, invest moneys held in the Debt Service Reserve Fund in Investment Securities. See "APPENDIX C - COPY OF MASTER INDENTURE AND FORM OF THIRD SUPPLEMENTAL INDENTURE" attached hereto. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth in the Indenture. All securities securing investments under the Indenture shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a 16

23 combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to the Indenture, any interest and other income so received shall be deposited in the related Series Account of the Revenue Fund. Upon request of the District, or on its own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the related Series Account of the Revenue Fund. Absent specific instructions as aforesaid or absent standing instructions from the District for investment of such moneys, then the Trustee shall not be responsible or liable for keeping the moneys invested. The Trustee shall not be liable or responsible for any loss or failure to achieve the highest return, or entitled to any gain, resulting from any investment or sale upon the investment instructions of the District or otherwise, including that set forth in the first sentence of this paragraph. The Trustee may make any investments permitted by the provisions of the Indenture through its own bond department or investment department. The Trustee shall have no liability for making any investment directed by the District. Prepayment of Special Assessments Pursuant to the Indenture, at any time any owner of property subject to the Assessment Area One Special Assessments may, at its option, or as a result of acceleration of the Assessment Area One Special Assessments because of non-payment thereof, or by operation of law or as a result of true-up payment, shall require the District to reduce or release and extinguish the lien upon its property by virtue of the levy of the Assessment Area One Special Assessments by paying or causing there to be paid, to the District all or a portion of the Assessment Area One Special Assessment, which shall constitute Series 2018 Prepayment Principal, plus, except as provided below, accrued interest to the next succeeding Interest Payment Date (or the first succeeding Interest Payment Date if such Prepayment is made within 45 calendar days before an Interest Payment Date), attributable to the property subject to Assessment Area One Special Assessment owned by such owner. Upon receipt of Series 2018 Prepayment Principal as described above, subject to satisfaction of the conditions set forth therein, the District shall immediately pay the amount so received to the Trustee, and the District shall take such action as is necessary to record in the official records of the District that the Assessment Area One Special Assessment has been paid in whole or in part and that such Assessment Area One Special Assessment lien is thereby reduced, or released and extinguished, as the case may be. 17

24 Pursuant to the Act, an owner of property subject to the levy of Assessment Area One Special Assessments may pay the entire balance of the Assessment Area One Special Assessments remaining due, without interest, within thirty (30) days after the Assessment Area One Project has been completed or acquired by the District, and the Board has adopted a resolution accepting the Assessment Area One Project pursuant to Chapter , Florida Statutes. The Developer will covenant to waive this right in connection with the issuance of the Series 2018 Bonds pursuant to a "Declaration of Consent to Jurisdiction of Downtown Doral South Community Development District and to Imposition of Special Assessments." Such declaration will be recorded in the public records of the County only with respect to parcels within Assessment Area One currently owned by the Developer, and the covenants contained therein are intended to be binding on future landowners of those parcels. The Series 2018 Bonds are subject to extraordinary mandatory redemption as indicated under "DESCRIPTION OF THE SERIES 2018 BONDS - Redemption Provisions - Extraordinary Mandatory Redemption" from optional prepayments of Assessment Area One Special Assessments by property owners. Covenant Against Sale or Encumbrance In the Indenture, the District covenants that, (a) except for those improvements comprising any Project that are to be conveyed by the District to the County, the City, the State Department of Transportation or another governmental entity and (b) except as permitted in the Indenture, it will not sell, lease or otherwise dispose of or encumber any Project, or any part thereof. Subject to the provisions of the Master Indenture, the District may, however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments or other movable prope1iy acquired by it from the proceeds of the Series 2018 Bonds or from Assessment Area One Pledged Revenues if the District Manager shall determine, with the approval of the District Engineer, that such items are no longer needed or are no longer useful in connection with the construction, maintenance and operation of the Assessment Area One Project, and the proceeds thereof shall be applied to the replacement of the property so sold or disposed of or, at the written direction of the District shall be deposited to the credit of the Series 2018 Revenue Account. See "APPENDIX C - COPY OF MASTER INDENTURE AND FORM OF THIRD SUPPLEMENTAL INDENTURE" attached hereto. Completion Agreement In connection with the issuance of the Series 2018 Bonds, the District and the Developer will enter into an agreement (the "Completion Agreement") pursuant to which the Developer will agree to provide funds to complete the Assessment Area One Project to the extent that proceeds of the Series 2018 Bonds and any other debt of the District are insufficient therefor. Remedies for a default under the Completion Agreement include damages and/or specific performance. True Up Agreement In connection with the issuance of the Series 2018 Bonds, the District and Developer will enter into an agreement pursuant to which the Developer agrees to timely pay all 18

25 Assessment Area One Special Assessments on lands owned by the Developer and subject to the Assessment Area One Special Assessments and to pay, when requested by the District, any amount of Assessment Area One Special Assessments allocated to unplatted acres in excess of the allocation in place at the time of issuance of the Series 2018 Bonds pursuant to the Methodology Report (as hereinafter defined) or any update thereto. Indenture Provisions Relating to Bankruptcy or Insolvency of Developer The Indenture contains the following provisions which, pursuant to the Indenture, shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against the Developer or other "obligated" person (as defined under the Continuing Disclosure Agreement) (herein, the "Landowner") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding"). For as long as any Series 2018 Bonds remain Outstanding, in any Proceeding involving the District, any Landowner, or the Assessment Area One Special Assessments, the District shall be obligated to act in accordance with direction from the Trustee and the Trustee shall be obligated to act in accordance with the direction from the Beneficial Owners of at least twenty- five percent (25%) of the aggregate principal amount of all Outstanding Series 2018 Bonds with regard to all matters directly or indirectly affecting the Series 2018 Bonds. Pursuant to the Indenture, the District acknowledges and agrees that, although the Series 2018 Bonds will be issued by the District, the Beneficial Owners of such Series 2018 Bonds are categorically the party with a financial stake in the repayment of the Series 2018 Bonds and, consequently, the party with a vested interest in a Proceeding. In the event of any Proceeding involving any Landowner (a) the District agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Assessment Area One Special Assessments, the Series 2018 Bonds or any rights of the Trustee with respect to the Indenture or Bondholders under the Indenture that is inconsistent with any direction from the Trustee, (b) the Trustee shall have the right, but is not obligated to, vote in any such Proceeding any and all claims of the District relating to the Assessment Area One Special Assessment or the Series 2018 Bonds, and, if the Trustee chooses to exercise such right, the District shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the District in connection with any Proceeding of any Landowner, including without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the Bankruptcy Code and (c) the District shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of any lands submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to Trustee's enforcement of the District's claim with respect to the Assessment Area One Special Assessments or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District agrees in the Indenture that the Trustee shall have the right (i) to file a proof of claim with respect to the Assessment Area One Special Assessments, (ii) to deliver to the District a copy thereof, 19

26 together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim. Events of Default and Remedies The Indenture provides that each of the following shall be an "Event of Default" under the Indenture, with respect to the Series 2018 Bonds: (a) if payment of any installment of interest on any Series 2018 Bond is not made when it becomes due and payable; or (b) if payment of the principal or Redemption Price of any Series 2018 Bond is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or (c) if the District, for any reason, fails in, or is rendered incapable of, fulfilling its obligations under the Indenture or under the Act, which failure or incapacity may be reasonably determined solely by the Majority Holders of the Series 2018 Bonds; or (d) if the District proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the District or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the District and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or (e) if the District defaults in the due and punctual performance of any other covenant in the Indenture or in any Series 2018 Bond and such default continues for sixty (60) days after written notice requiring the same to be remedied shall have been given to the District by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the Majority Holders of the Outstanding Series 2018 Bonds; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of Default shall be deemed to have occurred or exist if, and so long as the District shall commence such performance within such sixty (60) day period and shall diligently and continuously prosecute the same to completion; or (f) if any time the amount in the Series 2018 Reserve Account is less than the Series 2018 Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Debt Service Requirement on the Series 2018 Bonds and such amount has not been restored within thirty (30) days of such withdrawal; or (g) more than twenty percent (20%) of the "maintenance special assessments" levied by the District on District Lands upon which the Assessment Area One Special Assessments are levied to secure the Series 2018 Bonds pursuant to Section (3), 20

27 Florida Statutes, as amended, and collected directly by the District have become due and payable and have not been paid within ninety (90) days after the date when due. The Trustee shall not be required to rely on any official action, admission or declaration by the District before recognizing that an Event of Default under (e) above has occurred. No Series of Bonds issued under the Master Indenture, which includes the Series 2018 Bonds, shall be subject to acceleration. Upon the occurrence and continuance of an Event of Default, no optional redemption or extraordinary mandatory redemption of the Series 2018 Bonds pursuant to the Indenture shall occur unless all of the Series 2018 Bonds where an Event of Default has occurred will be redeemed or if 100% of the Holders of the Outstanding Series 2018 Bonds agree to such redemption. If any Event of Default with respect to the Series 2018 Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Majority Holders of the Outstanding Series 2018 Bonds and receipt of indemnity to its satisfaction shall, in its capacity as Trustee: (a) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Series 2018 Bonds, including, without limitation, the right to require the District to carry out any agreements with, or for the benefit of, the Series 2018 Bondholders and to perform its or their duties under the Act; (b) bring suit upon the Series 2018 Bonds; (c) by action or suit in equity require the District to account as if it were the trustee of an express trust for the Holders of the Series 2018 Bonds; (d) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Series 2018 Bonds; and (e) by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing the Series 2018 Bonds. If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, then the District, the Trustee, the Paying Agent and the Bondholders shall be restored to their former positions and rights under the Indenture as though no such proceeding had been taken. The Majority Holders of the Outstanding Series 2018 Bonds then subject to remedial proceedings under the Indenture shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with applicable law or the applicable provisions of the Indenture. No Series 2018 Bondholder shall have any right to pursue any remedy under the Indenture unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Majority Holders of the Outstanding Series 2018 Bonds shall have requested the Trustee, in writing, to exercise the powers granted in the Indenture or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered 21

28 indemnity satisfactory to it against costs, expenses and liabilities and (d) the Trustee shall have failed to comply with such request within a reasonable time. General ENFORCEMENT OF ASSESSMENT COLLECTIONS The primary source of payment for the Series 2018 Bonds is the revenues received by the District from the collection of Assessment Area One Special Assessments imposed on certain lands in the District specially benefited by the Assessment Area One Project pursuant to the Methodology Report and the proceedings of the District relating to the levy of the Assessment Area One Special Assessments (the "Assessment Proceedings"). See "ASSESSMENT METHODOLOGY" herein and "APPENDIX B - METHODOLOGY REPORT" attached hereto. The imposition, levy, and collection of Assessment Area One Special Assessments must be done in compliance with the provisions of Florida law. Failure by the District, the Miami-Dade County Tax Collector (the "Tax Collector") or the Miami-Dade County Property Appraiser (the "Property Appraiser") to comply with such requirements could result in delay in the collection of, or the complete inability to collect, Assessment Area One Special Assessments during any year if such Assessment Area One Special Assessments are being collected pursuant to the Uniform Method. Such delays in the collection of Assessment Area One Special Assessments, or complete inability to collect any Assessment Area One Special Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of the Debt Service Requirements on the Series 2018 Bonds. See "BONDOWNERS RISKS" herein. To the extent that landowners fail to pay the Assessment Area One Special Assessments, delay payments, or are unable to pay the same, the successful pursuance of collection procedures available to the District is essential to continued payment of principal of and interest on the Series 2018 Bonds. For the Assessment Area One Special Assessments to be valid, the Assessment Area One Special Assessments must meet two requirements: (1) the benefit from the Assessment Area One Project to the lands subject to the Assessment Area One Special Assessments must exceed or equal the amount of the Assessment Area One Special Assessments, and (2) the Assessment Area One Special Assessments must be fairly and reasonably allocated across all such benefitted properties. The Assessment Consultant will certify that these requirements have been met with respect to the Assessment Area One Special Assessments. Pursuant to the Act, and the Assessment Proceedings, the District may collect the Assessment Area One Special Assessments through a variety of methods. See "BONDOWNERS RISKS" herein. Initially, and for undeveloped properties owned by the Developer and subsequent landowners, the District will directly issue annual bills to landowners requiring payment of the Assessment Area One Special Assessments, and will enforce that bill through foreclosure proceedings. See "ASSESSMENT METHODOLOGY" herein and "APPENDIX B - METHODOLOGY REPORT" attached hereto. As lands are platted and for any currently platted lands, the Assessment Area One Special Assessments will be added to the County tax roll and collected pursuant to the Uniform Method. The following is a description of certain statutory provisions relating to each of these collection 22

29 methods. Such description is not intended to be exhaustive and is qualified in its entirety by reference to such statutes. Direct Billing and Foreclosure Procedures As noted above, and pursuant to Chapter 170, Florida Statutes, and the Act, the District may directly levy, collect and enforce the Assessment Area One Special Assessments. In this context, Section , Florida Statutes, provides that upon the failure of any property owner to timely pay all or any part of the annual installment of principal and/or interest of a special assessment due, including the Assessment Area One Special Assessments, the whole assessment, with the interest and penalties thereon, shall immediately become due and payable and subject to foreclosure. Generally stated, the governing body of the entity levying the special assessment, in this case the District, may foreclose by commencing a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or, alternatively, by commencing an action under Chapter 173, Florida Statutes, which relates to foreclosure of municipal tax and special assessment liens. Such proceedings are in rem, meaning that the action would be brought against the land, and not against the landowner. In light of the one year tolling period required before the District may commence a foreclosure action under Chapter 173, Florida Statutes, it is likely the District would commence an action to foreclose in the same manner as the foreclosure of a real estate mortgage rather than proceeding under Chapter 173, Florida Statutes. Enforcement of the obligation to pay Assessment Area One Special Assessments and the ability to foreclose the lien of such Assessment Area One Special Assessments upon the failure to pay such Assessment Area One Special Assessments may not be readily available or may be limited because enforcement is dependent upon judicial action which is often subject to discretion and delay. Additionally, there is no guarantee that there will be demand for any foreclosed lands sufficient to repay the Assessment Area One Special Assessments. See "BONDOWNERS' RISKS" herein. Uniform Method Procedure Subject to certain conditions, the District may alternatively elect to collect the Assessment Area One Special Assessments using the Uniform Method. The Uniform Method is available only in the event the District complies with statutory and regulatory requirements and enters into agreements with the Tax Collector and Property Appraiser providing for the Assessment Area One Special Assessments to be levied and then collected in this manner. If the Uniform Method is used, the Assessment Area One Special Assessments will be collected together with County, school, special district, and other ad valorem taxes and non-ad valorem assessments (together, "Taxes and Assessments"), all of which will appear on the tax bill (also referred to as a "tax notice") issued to each landowner in the District. The statutes relating to enforcement of Taxes and Assessments provide that such Taxes and Assessments become due and payable on November 1 of the year when assessed, or as soon thereafter as the certified tax roll is received by the Tax Collector, and constitute a lien upon the land from January 1 of such year until paid or barred by operation of law. Such Taxes and Assessments, including the Assessment Area One Special Assessments, are to be billed, and landowners in the District are required to pay all Taxes and Assessments 23

30 without preference in payment of any particular increment of the tax bill, such as the increment owing for the Assessment Area One Special Assessments. All Taxes and Assessments are payable at one time, except for partial payment schedules as may be provided by Florida law such as Sections and , Florida Statutes. Partial payments made pursuant to Sections and , Florida Statutes, are distributed in equal proportion to all taxing districts and levying authorities applicable to that account. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. Therefore, in the event the Assessment Area One Special Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item would cause the Assessment Area One Special Assessments to not be collected to that extent, which could have a significant adverse effect on the ability of the District to make full or punctual payment of the debt service on the Series 2018 Bonds. Under the Uniform Method, if the Assessment Area One Special Assessments are paid during November when due or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing one percentage point per month to 1% in February. All unpaid Taxes and Assessments become delinquent on April 1 of the year following assessment. The Tax Collector is required to collect the Taxes and Assessments on the tax bill prior to April 1 and, after that date, to institute statutory procedures upon delinquency to collect such Taxes and Assessments through the sale of "tax certificates," as discussed below. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process. Neither the District nor the Underwriter can give any assurance to the holders of the Series 2018 Bonds (1) that the past experience of the Tax Collector with regard to tax and special assessment delinquencies is applicable in any way to the Assessment Area One Special Assessments, (2) that future landowners and taxpayers in the District will pay such Assessment Area One Special Assessments, (3) that a market may exist in the future for tax certificates in the event of sale of such certificates for taxable units within the District, and (4) that the eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Assessment Proceedings to discharge the lien of the Assessment Area One Special Assessments and all other liens that are coequal therewith. Collection of delinquent Assessment Area One Special Assessments under the Uniform Method is, in essence, based upon the sale by the Tax Collector of "tax certificates" and remittance of the proceeds of such sale to the District for payment of the Assessment Area One Special Assessments due. Prior to the sale of tax certificates, the landowner may bring current the delinquent Taxes and Assessments and cancel the tax certificate process by paying the total amount of delinquent Taxes and Assessments plus all applicable interest, costs and charges. If the landowner does not act, the Tax Collector is required to attempt to sell tax certificates by public bid to the person who pays the delinquent Taxes and Assessments owing, and any applicable interest, costs and charges, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than 18%). If there are no bidders, the tax certificate is issued to the County. The County is to hold, but not pay for, the tax certificate with respect to the property, bearing interest at the 24

31 maximum legal rate of interest, which is currently 18%. The Tax Collector does not collect any money if tax certificates are issued, or "struck off," to the County. The County may sell such certificates to the public at any time after issuance, but before a tax deed application is made, at the face amount thereof plus interest at the rate of not more than 18% per annum, costs and charges. Proceeds from the sale of tax certificates are required to be used to pay Taxes and Assessments (including the Assessment Area One Special Assessments), interest, costs and charges on the real property described in the certificate. Any tax certificate in the hands of a person other than the County may be redeemed and canceled, in whole or in part (under certain circumstances), at any time before a tax deed is issued (unless full payment for a tax deed is made to the clerk of court, including documentary stamps and recording fees), at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, and charges due. Regardless of the interest rate actually borne by the certificates, persons redeeming tax certificates must pay a minimum interest rate of five percent (5%), unless the rate borne by the certificates is zero percent (0%). The proceeds of such a redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is canceled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County, as described above. Any holder, other than the County, of a tax certificate that has not been redeemed has seven (7) years from the date of issuance of the tax certificate during which to act against the land that is the subject of the tax certificate. After an initial period ending two (2) years from April 1 of the year of issuance of a certificate, during which period actions against the land are held in abeyance to allow for sales and redemptions of tax certificates, and before the expiration of seven (7) years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject land. The applicant is required to pay to the Tax Collector at the time of application all amounts required to redeem or purchase all other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due (as well as any costs of resale, if applicable). If the County holds a tax certificate on property valued at $5,000 or more and has not succeeded in selling it, the County must apply for a tax deed two (2) years after April 1 of the year of issuance of the certificate or as soon thereafter as is reasonable. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale. In any such public sale conducted by the Clerk of the Circuit Court, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, including costs incurred for the service of notice required by statute, redemption of other tax certificates on the land, and all other costs to the applicant for the tax deed, plus interest thereon. In the case of homestead property, the minimum bid is also deemed to include, in addition to the amount of money required for the minimum bid on non-homestead property, an amount equal to one-half of the latest assessed value of the homestead. If there are no higher bids, the holder receives title to the land, and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. The holder is also responsible for payment of any amounts included in the bid not already paid, including but not limited to, documentary stamp tax, recording fees, 25

32 and, if property is homestead property, the moneys to cover the one-half value of the homestead. If there are other bids, the holder may enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem the tax certificate, together with all subsequent unpaid taxes plus the costs and expenses of the application for deed, with interest on the total of such sums, are forwarded to the holder thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholder of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may appear. If the property is purchased for an amount in excess of the statutory bid of the certificate holder, but such excess is not sufficient to pay all governmental liens of record, the excess shall be paid to each governmental unit pro rata. Except for certain governmental liens and certain restrictive covenants and restrictions, no right, interest, restriction or other covenant survives the issuance of a tax deed. Thus, for example, outstanding mortgages on property subject to a tax deed would be extinguished. If there are no bidders at the public sale, the clerk shall enter the land on a list entitled "lands available for taxes" and shall immediately notify the County Commission that the property is available. At any time within ninety (90) days from the date the property is placed on the list, the County may purchase the land for the opening bid, or may waive its rights to purchase the property. Thereafter, and without further notice or advertising, any person, the County or any other governmental unit may purchase the land by paying the amount of the opening bid. Ad valorem taxes and non-ad valorem assessments accruing after the date of public sale do not require repetition of the bidding process but are added to the minimum bid. Three (3) years from the date the property was offered for sale, unsold lands escheat to the County in which they are located, free and clear, and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the governing board of such County. There can be no guarantee that the Uniform Method will result in the payment of Assessment Area One Special Assessments. For example, the demand for tax certificates is dependent upon various factors, which include the rate of interest that can be earned by ownership of such certificates and the underlying value of the land that is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. Therefore, the underlying market value of the property within the District may affect the demand for certificates and the successful collection of the Assessment Area One Special Assessments, which are the primary source of payment of the Series 2018 Bonds. Additionally, legal proceedings under Federal bankruptcy law brought by or against a landowner who has not yet paid his or her property taxes or assessments would likely result in a delay in the sale of tax certificates. See "BONDOWNERS RISKS" herein. 26

33 THE DISTRICT General The District is a local unit of special purpose government duly organized and existing under the provisions of the Act and established by the Ordinance. The District currently includes approximately acres of land (the "District Lands") located entirely within the incorporated area of the City. The District has petitioned the County to contract the boundaries of the District from acres to acres, which petition is currently being considered by the County for approval. The portion of the District Lands to be removed from the boundaries of the District is located outside of Assessment Area One. In addition to the District, the County requires a separate special taxing district to be established prior to the recording of a final plat on any portion of the District Lands, which special taxing district remains dormant until, in the sole and exclusive opinion of the County, the District and any homeowners' or similar association have failed to maintain the infrastructure serving the District. The first reading of the ordinance establishing such special taxing district occurred on July 10, 2018, and a public hearing is scheduled for July 24, 2018, at which time the Board of County Commissioners of the County is anticipated to enact the ordinance establishing such special taxing district. Legal Powers and Authority The Act was enacted in 1980 to provide a uniform method for the establishment of independent districts to manage and finance basic community development services, including capital infrastructure required for community developments throughout the State. The Act provides legal authority for community development districts (such as the District) to finance the acquisition, construction, operation and maintenance of the major infrastructure for community development. The Act provides that community development districts have the power to issue general obligation, revenue and special assessment revenue debt obligations in any combination to pay all or part of the cost of infrastructure improvements authorized under the Act. The Act further provides that community development districts have the power under certain conditions to levy and assess ad valorem assessments or non-ad valorem assessments, including the Assessment Area One Special Assessments, on all taxable real and tangible personal property within their boundaries to pay the principal of and interest on debt obligations issued and to provide for any sinking or other funds established in connection with any such debt obligation issues. Pursuant to the Act, such assessments may be assessed, levied, collected and enforced in the same manner and time as county property taxes. Among other provisions, the Act gives the District's Board of Supervisors the authority to (a) finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain systems and facilities for: (i) water management and control for lands within the District and to connect any of such facilities with roads and bridges; (ii) water supply, sewer and wastewater management reclamation and re-use systems or any combination thereof, and to construct and operate connecting intercept or outlet sewers and sewer mains and pipes and water mains, conduits, or pipelines in, along, 27

34 and under any street, alley, highway, or other public place or ways, and to dispose of any effluent, residue, or other byproducts of such system or sewer system; (iii) District roads equal to or exceeding the applicable specifications of the county in which such District roads are located; roads and improvements to existing roads that are owned by or conveyed to the local general-purpose government, the State, or the federal government; street lights; alleys; landscaping; hardscaping; and the undergrounding of electric utility lines; buses, trolleys, transit shelters, ridesharing facilities and services, parking improvements, and related signage; (iv) conservation areas, mitigation areas, and wildlife habitat, including the maintenance of any plant or animal species, and any related interest in real or personal property; (v) any other project, facility or service required by a development approval, interlocal agreement, zoning condition, or permit issued by a governmental authority with jurisdiction in the District; and with the consent of the local general-purpose government within the jurisdiction of which the power is to be exercised, parks and facilities for indoor and outdoor recreational uses; and security, including, but not limited to, guardhouses, fences and gates, and electronic intrusion-detection systems; (b) borrow money and issue bonds of the District; (c) levy, collect and enforce special assessments; (d) impose and foreclose special assessment liens as provided in the Act; and (e) exercise all other powers, necessary, convenient, incidental or proper in connection with any of the powers or duties of the District authorized by the Act. The Act does not empower the District to adopt and enforce land use plans or zoning ordinances and the Act does not empower the District to grant building permits. These functions are collectively performed by the Counties and their departments of government. The Act exempts all property of the District from levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any owner of bonds of the District to pursue any remedy for enforcement of any lien or pledge of the District in connection with such bonds, including the Series 2018 Bonds. Board of Supervisors The Act provides for a five-member Board of Supervisors (the "Board") to serve as a governing body of the District. Members of the Board must be residents of the State and citizens of the United States. Pursuant to the Act, six (6) years after establishment and after 250 qualified electors reside within the District, the seats of Board members whose terms expire are filled by votes of the qualified electors of the District. A qualified elector is a registered voter who is a resident of the District and the State and a citizen of the United States. Members serve four year terms with staggered expiration dates in the manner set forth in the Act. The current members of the Board and their respective term expiration dates are set forth below: 28

35 Name Title Term Expires Hal Eisenacher* Chairman November, 2021 Maria Carolina Herrera Vice Chair November, 2021 Teresa Baluja Assistant Secretary November, 2019 Ryan Palonka* Assistant Secretary November, 2019 * Employees of Developer or related entities. There is one (1) vacant seat on the Board. Rich Hans of Governmental Management Services - South Florida, LLC, serves as Secretary to the Board. The Act empowers the Board to adopt administrative rules and regulations with respect to any projects of the District, and to enforce penalties for the violation of such rules and regulations. The Act permits the Board to levy taxes under certain conditions, and to levy special assessments, and to charge, collect and enforce fees and user charges for use of District facilities. District Manager and Other Consultants The Act authorizes the Board to hire a District Manager as the chief administrative official of the District. The Act provides that the District Manager shall have charge and supervision of the works of the District and shall be responsible for (i) preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the Act, (ii) maintaining and operating the equipment owned by the District, and (iii) performing such other duties as may be prescribed by the Board. Governmental Management Services - South Florida, LLC has been retained as the firm to provide district management services for the District (in that capacity, the "District Manager"). The District Manager is actively involved in the management of 65 special districts throughout the State. The District Manager's office is located at 5385 N. Nob Hill Road, Sunrise, Florida and its telephone number is (954) The District Manager's typical responsibilities can briefly be summarized as directly overseeing and coordinating the District's planning, financing, purchasing, staffing, reporting and acting as governmental liaison for the District. The District Manager's responsibilities also include requisitioning moneys to pay construction contracts and the related accounting and reporting that is required by the Indenture. The Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, the District has employed the services of Greenberg Traurig, P.A., West Palm Beach, Florida, as Bond Counsel; Billing, Cochran, Lyles, Mauro & Ramsey, P.A., Fort Lauderdale, Florida, as District Counsel; Alvarez Engineers, Inc., Miami, Florida, as District Engineer; and Governmental Management Services - South Florida, LLC, Sunrise, Florida, as Assessment Consultant to prepare the Methodology Report for the Series 2018 Bonds. 29

36 THE CAPITAL IMPROVEMENT PROGRAM AND ASSESSMENT AREA ONE PROJECT On December 20, 2016, the Board of Supervisors accepted the Engineer s Report, Infrastructure Improvements (the "Master Report") which describes the public infrastructure to be constructed within the District Lands, including onsite and offsite improvements. The onsite improvements consist of road improvements, stormwater management and drainage facilities, water distribution and sanitary sewer collection systems and various amenities. The offsite improvements consist of offsite roadway improvements mandated by regulatory agencies. The onsite and offsite improvements to be acquired by the District are herein referred to as the "CIP." The Master Report includes estimates of construction costs for the CIP and identifies the parcels and easements intended to be acquired by the District from the Developer for public use. On June 26, 2018, and July 20, 2018 the Board accepted the Second Supplemental Engineer s Report, Infrastructure Improvements (the "Supplemental Report" and, together with the Master Report, the "Engineer's Report"), which describes the status of the development of the CIP as of June 26, 2018, and specifies those portions of the CIP to be funded with proceeds of the Series 2018 Bonds, as more particularly described below (the "Assessment Area One Project"). Reference is made to composite "APPENDIX A - ENGINEER'S REPORT," which contains the Master Report and Supplemental Report, for a detailed description of the CIP. The information in this section is qualified in its entirety by reference to such Engineer's Report, which should be read in its entirety. Total costs of the CIP are estimated by the District Engineer to be approximately $99 million. A summary of the estimated costs of the CIP, including a breakdown of such costs between Assessment Area One and Assessment Area Two, is set forth in the following table: Assessment Area One Cost Assessment Area Two Cost Total Cost Improvements Soft Costs Site/Pod Development $ 268, $ 268, $ 537, Earthwork Import 1,802, ,802, ,605, Earthwork (other) 1,712, ,712, ,424, Lift Station 539, , ,079, Onsite, Common, CDD Roads 6,758, ,758, ,517, Perimeter Buffers 268, , , Amenities 2,250, ,250, ,500, Offsite Improvements 3,026, ,026, ,053, Contingency 1,885, ,885, ,771, Alley Roads 2,699, ,699, ,399, Land Acquisition Lake Tract 4,395, ,395, ,790, CDD Roads Right of Ways 9,801, ,801, ,602, Other Water & Sewer Connection Charges 1,670, ,111, ,781, Road Impact Fees 3,322, ,288, ,611, Potential purchase price of clubhouse 8,500, ,500, ,000, Total $48,901, $50,309, $99,210,

37 As noted above, the District Lands are bifurcated into two distinct assessment areas for the purpose of levying assessments: Assessment Area One and Assessment Area Two. Assessment Area One is currently planned to include 134 estate home units, 242 single family units and 52 townhome units and Assessment Area Two is currently planned to include 466 condominium units, 398 cluster units and 39 townhome units (all units within Assessment Area One and Assessment Area Two are herein collectively referred to as the "Development"). The proceeds of the 2016 Notes, 2017 Notes and Series 2018 Bonds will all be used to fund the acquisition and/or construction of portions of the CIP located within Assessment Area One. The estimated total costs for the acquisition and/or construction of the CIP for Assessment Area One is $48,901,594.12, of which the District intends to fund approximately $36,085,782 from the proceeds of the 2016 Notes, 2017 Notes and Series 2018 Bonds. See "APPENDIX A - ENGINEER'S REPORT" attached hereto. The Assessment Area One Project consists of soft costs, earthwork, perimeter buffers, public amenities, offsite improvements, onsite roads, alley roads, acquisition of onsite right of ways, County water and sewer connection charges and road impact fees. A portion of the Assessment Area One Project will be acquired by the District through the use of the Series 2018 Bond proceeds. The estimated total cost of the Assessment Area One Project is $20.8 million, approximately $16.7 million of which will be funded from the proceeds of the Series 2018 Bonds and approximately $4.1 million of which will be Developer funded. It is anticipated that the District will issue bonds within the next few years to finance all or portion of the costs of the CIP for Assessment Area Two, which will be secured in part by assessments levied on lands within Assessment Area Two, which are separate and distinct from the lands within Assessment Area One that are subject to the Assessment Area One Special Assessments. THE DEVELOPMENT The following information appearing under the captions "THE DEVELOPMENT" and "THE DEVELOPER" has been furnished by the Developer for inclusion in this Limited Offering Memorandum as a means for prospective bondholders to understand the anticipated development plan and risks associated with the Development and the provision of infrastructure to the real property within the District. Although believed to be reliable, such information has not been independently verified by the District or its counsel, the Underwriter or its counsel, or Bond Counsel; and no person other than the Developer, subject to certain qualifications and limitations, makes any representation or warranty as to the accuracy or completeness of such information. At the time of the issuance of the Series 2018 Bonds, the Developer will represent in writing that the information herein under the captions "THE DEVELOPMENT," "THE DEVELOPER" and "LITIGATION - The Developer" does not contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements made herein, in the light of the circumstances under which they are made, not misleading. The Developer s obligation to pay the Assessment Area One Special Assessments is limited solely to its obligation as a landowner just as any other landowner within the District. The Developer is not a guarantor of payment on any property within the District and the recourse for the Developer s failure to pay or otherwise comply with its obligations to 31

38 the District is limited to its ownership interest in the land subject to the Assessment Area One Special Assessments. Although information is provided in this Limited Offering Memorandum describing the organizational structure of various entities that own, directly or indirectly, an interest in the Developer, such entities are not guarantors of payment or performance with respect to any obligations of the Developer on any property within the District and the recourse for the Developer s failure to pay or otherwise comply with its obligations to the District is limited to the Developer s ownership interest in the land subject to the Assessment Area One Special Assessments. General The Development, which currently encompasses the acres of District Lands, is located entirely within the incorporated limits of the City and is bounded by NW 87th Avenue on the west, White Course Drive on the north, a 160 foot Florida Power and Light ("FPL") easement on the east and NW 41st Street on the south. In addition to the Development, the Owners (hereinafter defined) own a 6.54 acre commercial parcel known as the "West Parcel," which, together with the acres of the Development, constitute the acre development known as "Downtown Doral South." As noted above, the District has petitioned the County to contract the boundaries of the District from acres to acres, which petition is currently being considered by the County for approval. The portion of the District Lands to be removed from the boundaries of the District is located outside of Assessment Area One. The property in Downtown Doral South, which was originally operated as a golf course, is south of and adjacent to the Downtown Doral mixed-use project and is designed to extend and enhance the design elements that are already being implemented in Downtown Doral. Downtown Doral South contributes to creating a neighborhood that is diverse, compact and pedestrian friendly, creating opportunities for daily living within walking distance. With a large area of retail, office and civic space, residents will have the ability to work, shop, dine and attend school and community events without leaving the Downtown Doral South/Downtown Doral community. Design and material selections will fit with South Florida's natural urban climate and are intended to extend the urban core created by Downtown Doral. The flexibility of architectural design encouraged within Downtown Doral South is intended to provide a variety of styles, which will allow the community to achieve a timeless look. In addition, Downtown Doral South integrates into the existing neighborhoods by providing vehicular, bicycle and pedestrian connections, which provide a seamless journey from Downtown Doral to NW 41st Street, and will eventually provide a complete network of multi-modal connectivity for future residents to enjoy. The proximity to public transportation stops, including the City of Doral trolley, will easily connect residents to destinations outside of the community. Approximately 17.6 acres in Downtown Doral South will be set aside as common open space, which will be landscaped or natural open areas located within the built environment such as plazas, pocket parks, boulevard medians and the lakefront promenade. Open space will be used for social, passive recreational, civic, stormwater and/or natural environmental purposes, with amenities including benches, trails and 32

39 pathways. The proposed common open spaces may be utilized for outdoor concerts, exhibits, farmers markets and other community gatherings. The pocket parks, plazas, and landscaped boulevards will provide a restful gathering space next to the sidewalks throughout Downtown Doral South. Streetscape improvements will include wide sidewalks, landscape planting beds and tree canopy to provide shade and character to the street experience. Planned recreational amenities within Downtown Doral South include a resort-style clubhouse with pool, kid s playground/splash zone, fitness center, aerobics studio, basketball court, lounge, kids/teen room, and exhibition kitchen and event spaces. Land Acquisition/Development Financing The Owners (hereinafter defined) acquired the land within Downtown Doral South from GWC Miami Property LLC, on April 25, 2016 for a purchase price of $96 million, $48 million of which was provided by Lennar and $48 million of which was provided by the Developer. The initial purchase of the property was paid in cash Notes. The 2016 Project, which has been funded from proceeds of the 2016 Notes, consists of the acquisition by the District of a acre stormwater management lake, together with financing earthwork, a lift station, design/permitting, perimeter buffers, public amenities, offsite improvements and soft costs, all within Assessment Area One. The 2016 Project is estimated to be completed in mid Development Loan. In April, 2017, the Developer entered into a loan agreement (the "Development Loan") with Florida Community Bank, N.A. (the "Bank"), comprised of a revolving construction loan in the principal amount of $30,000,000 and an acquisition and development loan in the principal amount of $20,000,000. The Development Loan is secured by a mortgage on certain property within Assessment Area One projected to include 403 units, including 351 single family units and 52 townhome units. Proceeds of the Development Loan are primarily being utilized to fund the Developer's allocable share of non-cdd earthwork, roads, utilities and recreational amenities. As units are sold to end users, the Bank is entitled to receive a release price equal to the sum of $62,062 per lot plus all construction draws made to pay costs incurred to construct the units. Based on current absorption projections, the Developer expects the Development Loan to be repaid in its entirety in mid The outstanding balance of the Development Loan as of June 30, 2018, is approximately $18,036,180. It is expected that the Series 2018 Bonds will initially be secured by Assessment Area One Special Assessments levied on lands currently securing repayment of the Development Loan, as well as the 2016 Notes and 2017 Notes. Upon issuance of the Series 2018 Bonds, the Bank will enter into a "Mortgagee Acknowledgement and Agreement Relating to Consent to Jurisdiction, Imposition of Special Assessments, and Subordination of Interests" agreement, pursuant to which the Bank will acknowledge the lien priority of the Assessment Area One Special Assessments and subordinate the collateral assignment of development rights and permits in favor of the Bank, as set forth in the documents pertaining to the Development Loan. 33

40 2017 Notes. The 2017 Project, which has been funded from proceeds of the 2017 Notes, consists of the acquisition by the District of a acre Phase 1 Road Right of Way, along with a lift station, District roads and utilities. The 2017 Project is estimated to be completed in late Land Use and Development Plan Downtown Doral South is currently designated Downtown Mixed Use ("DMU") on the Future Land Use Map of the City of Doral Comprehensive Development Master Plan and is zoned DMU, after receiving an approval for its redevelopment pursuant to City of Doral Ordinance No , adopted by the City on March 28, 2012 (the "Original DMU Approval"). The Original DMU Approval authorized the development of a project known as The White Course, which included approximately 160,000 square feet of retail and restaurant space, approximately 850,000 square feet of office space, 2,709 residential units, approximately 164,000 square feet of civic and municipal space, 10.1 acres of public recreation area and 2.5 acres for school property. As part of the Original DMU Approval, the City and then owner/developer of the property, MSR Resort Hotel, L.P., entered into a Master Development Agreement, which was recorded in the official records of the County (the "Original MDA"). The Original DMU Approval was subsequently amended by City of Doral Ordinance No , adopted by the City on May 18, 2016 (the "Amended DMU Approval") and the Original MDA was subsequently amended by the Amended and Restated Master Development Agreement between the Owners and the City, which was recorded in the official records of the County (the "Amended MDA"). The Amended DMU Approval and Amended MDA provide a revised development plan, authorizing the development of approximately 30,000 square feet of retail and restaurant space, approximately 150,000 square feet of office space, 2209 residential units and a 7.6 acre publicly accessible recreation area. Though the Amended MDA allows for a maximum of 2209 residential units, the current development plan within the Development is for 134 estate home units, 242 single family units and 52 townhome units within Assessment Area One and 466 condominium units, 398 cluster units and 39 townhome units within Assessment Area Two. Permitting All infrastructure development permits have been issued. The following chart sets for the permit type, issuing agency and permit/approval number. [Remainder of Page Intentionally Left Blank] 34

41 Permit Type Issuing Agency Permit/Approval Number Surface Water Management Miami-Dade County DERM P Permit Surface Water Management Miami-Dade County DERM P Permit Modification Class VI Drainage Permit Miami-Dade County DERM Tree Relocation Permit Miami-Dade County DERM TREE-7561 Gravity Sewer Permit FDEP and DERM DWC and 2017-SEW-EXT Forcemain Sewer Permit FDEP and DERM DWC and 2017-SEW-EXT Pump Station Permit FDEP and DERM DWC and 2017-SEW-EXT Watermain Permit FDOH GSGP Seawall City of Doral Soil Improvement Permit City of Doral Water/Sewer Permit City of Doral Drainage Permit City of Doral Paving Permit City of Doral Environmental Prior to acquisition of the Development, an affiliate of the Developer commissioned a Phase I environmental site assessment ("ESA"), which was performed in October 2014 by Conestoga-Rovers & Associates. The ESA identified two Recognized Environmental Concerns ("RECs"): (1) pump house used for chemical storage; and (2) golf course maintenance chemical application. Remediation of these RECs, as proposed in the Soil Management Plan by GHD Services Inc., dated August 26, 2016 and approved by Miami- Dade County on October 20, 2016, is in process and is expected to be completed in the second quarter of Assessment Areas As discussed herein, the Development is bifurcated into two distinct assessment areas. Assessment Area One is currently planned to include 134 estate home units, 242 single family units and 52 townhome units and Assessment Area Two is currently planned to include 466 condominium units, 398 cluster units and 39 townhome units. As more fully discussed under the heading "ASSESSMENT METHODOLOGY," the Methodology Report initially allocates the Assessment Area One Special Assessments over the gross acreage within Assessment Area One. As such acreage is developed and platted, the Assessment Area One Special Assessments will be allocated to those parcels that are platted. The Assessment Area One Special Assessments are expected to be paid annually over a thirty (30) year period (excluding any capitalized interest period). See "- Fees and Assessments" below for a discussion of the Special Assessments related to the 2016 Notes and 2017 Notes. 35

42 Residential Community The Development is currently planned to include approximately 1,331 residential units on varying lot sizes, creating a customized urban neighborhood feel in an effort to appeal to a wide range of buyer profiles. Planned recreational amenities within the Development include a resort style clubhouse with pool, kid s playground/splash zone, fitness center, aerobics studio, basketball court, lounge, kids/teen room and exhibition kitchen and event spaces, along with community green spaces and pavilions. As noted above, the Developer is using a portion of the Development Loan to finance its allocable share of the recreational amenities within the District. See "- Land Acquisition/ Development Financing" above. Residential Product Offerings The following table sets forth the current home square footage and base price ranges for the product offerings in Assessment Area One, which are subject to change. Product Estimated Square Footage Estimated Sales Price Townhome 2,367 $ 694,875 Single Family 2, ,668 Estate Home 4,297 1,278,720 The product offerings listed above are estimates based on available information, which are subject to change and may fluctuate based on various factors, including market performance. Schools Based upon current school districting, school children residing in the Development would attend John I. Smith K-8 Center, Ruben Dario Middle School, and Ronald W. Reagan High School, all of which are within 6 miles of the Development. However, future capacity limitations or redistricting could result in a change to which school children residing in the Development would attend. In addition, the Development is expected to feature a new middle and high school. However, the timing of the construction of the additional school is unknown at this time. Also located within Downtown Doral are the Downtown Doral Charter Elementary School and Downtown Doral Charter Upper School, both of which are multicultural, multilingual schools with various dual language curriculum programs. Utilities The Miami-Dade Water and Sewer Department provides water and sewer services to the Development, Florida Power & Light provides electrical power to the Development and AT&T will provide phone and data services to the Development. 36

43 Marketing The Developer employs a comprehensive marketing, vision and branding program for the Development. Current components of the marketing program are provided below, but are subject to change: Online advertising such as social media, search engine optimization and payper-click, display banner ads Remarketing, listings and banner ads on real estate websites such as Zillow, Realtor.com and RealDeal.com marketing Billboards, signage and TV commercials Print media including newspapers and magazine ads Public relations efforts that include press releases and events Personal outreach to brokers and influencers As of July 4, 2018, the Developer has sold 64 homes to end users. Fees and Assessments Each homeowner will pay annual taxes, assessments, and fees on an ongoing basis as a result of their ownership of property within the District, including ad valorem property taxes, the Assessment Area One Special Assessments, homeowner's association fees, club plan fees and administrative, operation and maintenance assessments levied by the District as described in more detail below. Property Taxes The current millage rate for the area of the County in which the Development is located is mills. Assuming an average home price in the Development of approximately $919,000 with a $50,000 homestead exemption ($896,000 taxable value), the annual property tax would be approximately $15,192. Homeowners' Association Fess The Developer has established a homeowners' association with respect to the townhome units (the "Townhome HOA") and a separate homeowners' association with respect to the single family and estate units (the "Single Family HOA") each of which is responsible for operation and maintenance of various common areas and association-owned facilities. In addition, the Developer has established a master homeowner's association with respect to all units within Assessment Area One (the "Master HOA"). The Developer reports that the monthly per-lot Townhome HOA fee is $169 and the monthly per-lot Single Family HOA fee is $74. The Master HOA fee is currently $0. Club Plan Fees All homeowners will be subject to monthly club membership fees ("Club Fees") for access to certain amenities within the District. The Developer reports that the monthly 37

44 per-lot Club Fee for all units is $ In addition, a one-time $ capital contribution is required at the time a unit is sold to a homeowner. District Special Assessments All homeowners within Assessment Area One will be subject to debt service assessments levied in connection with the Series 2018 Bonds. In addition, each platted unit will be subject to debt service assessments levied in connection with the 2016 Notes and 2017 Notes; however, it is anticipated that these assessments will be paid by the Developer as homes are closed to end-users and therefore, such assessments will not pass through to end-users. See "ASSESSMENT METHODOLOGY" herein and "APPENDIX B - METHODOLOGY REPORT" attached hereto. In addition to debt service assessments, all homeowners in the District will be subject to annual operation and maintenance assessments levied by the District which are derived from the District s annual budget and are subject to change each year. The table below illustrates the aforementioned estimated annual assessments that will be levied by the District for each of the respective product type. Annual 2016 Notes Assessments * Annual 2017 Notes Assessments * Annual Series 2018 Bonds Assessments * Est. Operation and Maintenance Assessments Townhome $ $ $2, $1, Single Family , , Estate Homes , , * This amount will be grossed up to include discounts for early payments and county collection fees if collected on the Miami-Dade County tax bills (currently 5%). It is anticipated that funds derived from the operation and maintenance assessments described above will be used by the District primarily to pay for maintenance of District-owned facilities and administrative overhead and operating expenses including, without limitation, District management, insurance, maintenance and supplies. The assessments imposed by the District for its administrative, operation and maintenance costs will vary annually, based on the adopted budget of the District for a particular fiscal year. Competition The information appearing below is a brief description of certain active communities that the Developer believes pose the most direct competition to the Development. Modern Doral is a 320-unit master planned community in the western suburb of the City, located off NW 74th Street and NW 104th Street, approximately 1 mile from the Florida Turnpike. The community, which is being developed and built by the Terra group, offers three product lines along with various amenities including a clubhouse, gated entry and lakes. The first product line consists of 45 foot wide lots, with homes ranging in size from 3,124 to 3,148 square feet and priced from $805,000 to $910,000. The second product line consists of 60 foot wide lots, with homes ranging in size from 3,593 to 4,061 square feet 38

45 and priced from $940,000 to $1,100,000. The final product line consists of 75 foot wide lots, with homes ranging in size from 4,061 to 4,245 square feet and priced from $1,350,000 to $1,600,000. The Mansions is a small, gated, 66-unit master planned community of semi-custom homes built by Century Group, located off NW 107th Avenue and close to NW 74th Street in Western Doral. The community will offer homes on 50 x 100 foot lots, ranging in size from 3,500 to over 4,200 square feet and priced from $1 million to over $2 million. Neovita is a 222-unit master planned community in Western Doral being developed by Terra Group. The community offers two product lines along with various amenities including a clubhouse, lakes and a gated entry. The first product line consists of townhomes ranging in size from 1,816 to 2,043 square feet and priced from $514,000 to $626,000. The second product line consists of single family homes ranging in size from 2,729 to 3,610 square feet and priced from $790,990 to $1,145,990. Urbana is located within the White Course and is being developed by Lennar. The development consists of two townhome product lines that directly compete with the townhomes being built within Assessment Area One. The first townhome product line is a two-story townhome ranging in size from 1,431 to 1,898 square feet and priced from $433,990 to $490,990. The second townhome product line is a four-story townhome ranging in size from 2,794 to 2,940 square feet and priced from $681,990 to $708,990. THE DEVELOPER The Development is owned by CC Homes at Doral, LLC, a Delaware limited liability company ("CC"), White Course Lennar, LLC, a Florida limited liability company ("Lennar") and CC-WCD TIC, LLC, a Delaware limited liability company ("CC TIC" and, collectively with CC and Lennar, the "Owners"). CC and Lennar each own certain property within the Development and CC TIC and Lennar each have a 50% interest as Tenants in Common in certain property within the Development, all as depicted in the Master Report. Generally, the property within the Development owned by CC is all the property within Assessment Area One and the property within the Development owned by Lennar is all the property within Assessment Area Two. See "APPENDIX A - ENGINEER'S REPORT" attached hereto. The Owners have entered into a Development Agreement (Doral - White Course), dated as of April 25, 2016 (the "Development Agreement"), setting forth the various responsibilities of each Owner for development of the Development, including the costs of such development. In accordance with the Development Agreement, CC is responsible for the development work within the District (in such capacity, the "Developer"). The sole member and manager of the Developer is CC-WCD LLC, a Delaware limited liability company ("CC-WCD"). The members of CC-WCD are Baupost Private Investment Funds, which holds an 85% share, and CC-WCD Holdings, LLC, a Florida limited liability company ("CC-WCD Holdings"), which holds a 15% share. The members of CC-WCD Holdings are Codina WCD Holdings, LLC, a Florida limited liability company and CF Three Holdings, LLC, a Florida limited liability company, which each hold an equal share. 39

46 Armando Codina Armando Codina is Founder and Executive Chairman of Codina Partners, LLC, a real estate investment and development firm based in Coral Gables, Florida. Codina Partners and its affiliates are engaged in multiple real estate development and investment activities. The single-family and townhome affiliate, CC Homes, is rated one of Florida s top builder-developers and multifamily affiliate, CC Residential, has developed more than 3,400 multifamily units. The firm s portfolio is comprised of residential, commercial and mixed-use projects including the over one-billion-dollar investment in Downtown Doral. The 250-acre Downtown Doral is composed of more than 5,000 residential units, over one million square feet of office space, 250,000 square feet of retail space, Doral City Hall, Downtown Doral Charter Elementary School, and a middle and high school. Previously Mr. Codina served as Chairman of Flagler, a full-service commercial real estate firm headquartered in Coral Gables, Florida. The company s portfolio spanned more than 12 million square feet of Class-A office and industrial space throughout Florida. He continued to serve as the non-executive chairman of Flagler until December 31, Prior to that Mr. Codina served as chairman and CEO of Codina Group, a South Florida-based commercial real estate firm, which he founded in Under his leadership the firm grew to be Florida s largest privately-held commercial real estate company. In 2006, Mr. Codina merged his firm with Flagler Development Group, part of Florida East Coast Industries, Inc. (NYSE: FLA). In July 2007, FECI was sold to Fortress Investment Group. In addition to serving as CEO and Chairman of his core real estate holdings, Mr. Codina is an active investor and owner of MBB Auto Group, a premium luxury retail automotive group consisting of 15 dealerships in the Northeast that include Mercedes- Benz, BMW, Land Rover, Jaguar, Audi and Toyota. Before establishing Codina Group, Mr. Codina served as president of Professional Automated Services, Inc. (P.A.S.), a firm created in 1970 to provide data processing services to physicians. As a result of the firm's success, Mr. Codina is recognized as a pioneer in the development of comprehensive medical management systems, including processing, accounts receivable, management reporting and multiple financial services. Mr. Codina served on the board of directors of American Airline s parent, AMR Corporation where he served in the capacity of Lead Director until December He currently serves on the board of The Home Depot. In addition, Mr. Codina serves on a number of professional, civic, and educational organizations, including Board of Trustees member of the Urban Institute, Chair of the Town Square Neighborhood Development Corp, Chairman Emeritus of Florida International University; co-founder Community Partnership for the Homeless; and a member of the Florida Council of 100, among others. Most recently, Mr. Codina received the Joseph Wharton Business Statesman of the Year. In March of 2016, Mr. Codina received the United Way prestigious Tocqueville Award for Outstanding Philanthropy. In May of 2015, Mr. Codina was honored with the Vanguard 40

47 Award by BOMA Miami. In March of 2014, Mr. Codina was received the Greater Miami Chamber of Commerce s Real Estate Achievers & Leaders Lifetime Achievement Award. Mr. Codina received the Urban Land Institute s Lifetime Achievement award in September of Other awards he has received over the past 15 years are: the University of Florida Bergstrom Center Hall of Fame Award; Free Enterpriser of the Year by the Florida Council on Economic Education; Developer of the Year by the National Association of Industrial and Office Properties (NAIOP); Office Developer of the Year, Shopping Center Developer of the Year, and Entrepreneur of the Year by the Wharton School; the Building Association of South Florida s Hall of Fame; the Charles Whited Spirit of Excellence Award from Knight Ridder Newspapers; Humanitarian of the Year award from the American Red Cross; Sand In My Shoes lifetime achievement award from the Greater Miami Chamber of Commerce; and the Merage Foundation s National Leadership award, which recognizes leaders whose journeys to the United States as immigrants have made a positive impact on the quality of life for all Americans. James Carr Jim Carr, a 40-year career real estate builder and developer, is CEO and Principal of CC Homes. The firm, ranked among the Top 5 Homebuilders in South Florida according to Metrostrudy (2016 and 2017), was founded by Mr. Carr in 2008 with Armando Codina to provide families with high-quality new homes in desirable locations at a time when there was a strong demand for "new" at competitive pricing. Jim Carr s lifetime of builder experience is showcased in the more than 50 communities he has brought to the Florida landscape, as far south as Homestead and as far north as Jacksonville. Some of Mr. Carr s most notable completed neighborhoods include Monterra in Cooper City, Bonterra in Hialeah, The Residences of Sawgrass Mills, and The Townhomes of Downtown Doral. During 2010 and 2011, Monterra by CC Homes was ranked by Metrostudy among the Top 10 Master-Planned Neighborhoods in the United States. In 2016, CC Homes was named Builder of the Year by the Latin Builders Association. Current communities under construction by Mr. Carr in partnership with Mr. Codina include Canarias at Downtown Doral, Chateaux in Parkland, Maple Ridge in Ave Maria, Fronterra in Naples as well as several other rental projects in the pipeline. Prior to this, Mr. Carr founded and ran Westbrooke Communities, Inc., a land development and residential home building company, which sold approximately 500 homes each year and quickly catapulted into the ranks of the state s largest and most respected builders. More than 15,000 homes have been constructed throughout South Florida under Mr. Carr s leadership. Mr. Carr serves as vice chairman of the board for Baptist Health South Florida and has also served on the board of directors of three public corporations: Newmark Homes Corp, LNR Properties and Great Florida Bank. Mr. Carr, a graduate of The University of Miami, is past president of the Builders Association of South Florida (1986) and a recipient of numerous industry-related awards. 41

48 BONDOWNERS' RISKS There are certain risks inherent in an investment in bonds secured by special assessments issued by a public authority or governmental body in the State. Certain of these risks are described in the section above entitled "ENFORCEMENT OF ASSESSMENT COLLECTIONS"; however, certain additional risks are associated with the Series 2018 Bonds offered hereby. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2018 Bonds and prospective purchasers are advised to read this Limited Offering Memorandum including all appendices hereto in its entirety to identify investment considerations relating to the Series 2018 Bonds. (a) Until further development takes place on the benefited land within Assessment Area One of the District and assessable properties are sold to end users, payment of the Assessment Area One Special Assessments is substantially dependent upon their timely payment by the Developer or any other landowner. See "THE DEVELOPMENT" and "THE DEVELOPER" herein. In the event of the institution of bankruptcy or similar proceedings with respect to the Developer or any subsequent owner of property within the District, delays and impairment will most likely occur in the payment of debt service on the Series 2018 Bonds as such bankruptcy could negatively impact the ability of: (i) the Developer and any other land owner being able to pay the Assessment Area One Special Assessments; (ii) the District to foreclose the lien on the Assessment Area One Special Assessments (in the case of (ii) to the extent that any portion of the Assessment Area One Special Assessments are being collected directly by the District), and (iii) the County to sell tax certificates in relation to such property (in the case of (iii) to the extent that any portion of the Assessment Area One Special Assessments are being collected by the Uniform Method), or the ability to sell the property at a judicial foreclosure sale. In addition, the remedies available to the Beneficial Owners of the Series 2018 Bonds, the Trustee and the District upon an Event of Default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including during a bankruptcy of the Developer, the remedies specified by federal, state and local law and in the Indenture and the Series 2018 Bonds, including, without limitation, enforcement of the obligation to pay the Assessment Area One Special Assessments and the ability of the District to foreclose the lien of the Assessment Area One Special Assessments, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2018 Bonds (including Bond Counsel s approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available respecting the Series 2018 Bonds could have a material adverse impact on the interest of the Beneficial Owners thereof. The failure of a landowner to pay the required Assessment Area One Special Assessments on its property will not result in an increase in the amount of Assessment Area One Special Assessments other landowners are or would be required to pay. (b) The principal security for the payment of the principal of and interest on the Series 2018 Bonds is the timely collection of the Assessment Area One Special Assessments. Assessment Area One Special Assessments do not constitute a personal 42

49 indebtedness of the owners of the land subject thereto, but are secured by a lien on such land. There is no assurance that the owners will be able to pay the Assessment Area One Special Assessments or that they will pay such Assessment Area One Special Assessments even though financially able to do so. The assessment of the benefits to be received by the land within the District as a result of implementation of the Assessment Area One Project is not indicative of the realizable or market value of the land, which value may actually be higher or lower than the assessment of benefits. To the extent that the realizable or market value of the land benefited by the Assessment Area One Project is lower than the assessment of benefits, the ability of the District to realize sufficient value from a foreclosure action to pay debt service on the Series 2018 Bonds may be adversely affected. Such adverse effect could render the District unable to collect delinquent Assessment Area One Special Assessments, if any, and provided such delinquencies are significant, could negatively impact the ability of the District to make the full or punctual payment of debt service on the Series 2018 Bonds. (c) The District is required to comply with statutory procedures in levying the Assessment Area One Special Assessments. Failure of the District to follow these procedures could result in the Assessment Area One Special Assessments not being levied or subject the Assessment Area One Special Assessments to potential future challenges to such levy. See "SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2018 BONDS" herein. (d) The development of the Development may be affected by changes in general economic conditions, fluctuations in the real estate market, catastrophic weather, increases in lending rates and other factors beyond the control of the Developer. Although the Developer expects to develop the property as described herein, there can be no assurance that such development will occur or be realized in the manner or schedule currently anticipated. In addition, the development of the Development is subject to comprehensive federal, state, and local laws, rules and regulations and future changes to such laws, rules and regulations. Approval is required from various public agencies in connection with, among other things, the design, nature and extent of required improvements, both public and private, and construction of the Development, including the Assessment Area One Project, must be in accordance with applicable zoning, land use and environmental regulations for the Development. Although no delays are anticipated, failure to obtain any such approvals in a timely manner could delay or adversely affect the development of the Development, which may negatively impact the Developer s desire or ability to develop the Development as contemplated. See "THE DEVELOPER" and "THE DEVELOPMENT" herein and "APPENDIX A - ENGINEER S REPORT" attached hereto for a discussion of permits and approvals. (e) The District has not granted, and may not grant under State law, a mortgage or security interest in the Assessment Area One Project. Furthermore, the District has not pledged the revenues, if any, from the operation of the Assessment Area One Project as security for, or a source of payment of, the Series 2018 Bonds. Neither has the District covenanted to establish rates, fees and charges for the Assessment Area One Project at any specified levels. The Series 2018 Bonds are payable solely from, and secured solely by, the Assessment Area One Special Assessments. 43

50 (f) The willingness and/or ability of an owner of land within the Development to pay the Assessment Area One Special Assessments could be affected by the existence of other taxes and assessments imposed upon the property by the District, the City, the County or other governmental entities with jurisdiction over the District. Public entities whose boundaries overlap those of the District, such as the County, the Miami-Dade County School District and other special districts, could, without the consent of the owners of the land within the Development, impose additional taxes or assessments on the property within the Development. County, municipal, school, special district taxes and assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on bonds, including the Assessment Area One Special Assessments, are payable at one time. As referenced above, if a taxpayer does not make complete payment, he or she cannot designate specific line items on the tax bill as deemed paid in full. In such case, the Tax Collector does not accept such partial payment. Therefore, any failure to pay any one line item, whether or not it is the Assessment Area One Special Assessments, would cause the Assessment Area One Special Assessments not to be collected to that extent, which could have a significant adverse impact on the District's ability to make full or punctual payment of debt service on the Series 2018 Bonds. As referenced herein, the District may also impose additional assessments which could encumber the property burdened by the Assessment Area One Special Assessments. (g) The Series 2018 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2018 Bonds in the event an Owner thereof determines to solicit purchasers of the Series 2018 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2018 Bonds may be sold. Such price may be lower than that paid by the current Owner of the Series 2018 Bonds, depending on the progress of the Development, existing market conditions and other factors. (h) In addition to legal delays that could result from bankruptcy, the ability of the District to enforce collection of delinquent Assessment Area One Special Assessments will be dependent upon various factors, including the delay inherent in any judicial proceeding to enforce the lien of the Assessment Area One Special Assessments and the value of the land which is the subject of such proceedings and which may be subject to sale. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein. If the District has difficulty in collecting the Assessment Area One Special Assessments, the 2018 Debt Service Reserve Account could be rapidly depleted and the ability of the District to pay debt service could be materially adversely affected. (i) Some of the risk factors described herein, which, if materialized, would result in a delay in the collection of the Assessment Area One Special Assessments, may not affect the timely payment of debt service on the Series 2018 Bonds because of the 2018 Debt Service Reserve Account established by the District for the Series 2018 Bonds. The ability of the 2018 Debt Service Reserve Account to fund deficiencies caused by delinquent Assessment Area One Special Assessments is dependent upon the amount, duration and frequency of such deficiencies. Moneys on deposit in the Series 2018 Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys available in the Series 2018 Reserve Account to make up deficiencies. 44

51 (j) Owners should note that although the Indenture contains a Series 2018 Reserve Requirement for the Series 2018 Reserve Account and a corresponding obligation on the part of the District to replenish the Series 2018 Reserve Account to the Series 2018 Reserve Requirement, if in fact that account is accessed for any purpose, the District does not have a designated revenue source for replenishing such account. Moreover, the District will not be permitted to re-assess real property subject to the Assessment Area One Special Assessments in order to provide for the replenishment of the Series 2018 Reserve Account. (k) The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and local governments, including bonds issued by community development districts. The IRS recently concluded its lengthy examination of certain issues of bonds (for purposes of this paragraph, the "Audited Bonds") issued by Village Center Community Development District ("Village Center CDD"). During the course of the audit of the Audited Bonds, Village Center CDD received a ruling dated May 30, 2013, in the form of a non-precedential technical advice memorandum ("TAM") concluding that Village Center CDD is not a political subdivision for purposes of Section 103(a) of the Code because Village Center CDD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or through another elected state or local government body. Such a conclusion could lead to the further conclusion that the interest on the Audited Bonds was not excludable from gross income of the owners of such bonds for federal income tax purposes. Village Center CDD received a second TAM dated June 17, 2015, which granted relief to Village Center CDD from retroactive application of the IRS's conclusion regarding its failure to qualify as a political subdivision. Prior to the conclusion of the audits, the Audited Bonds were all refunded with taxable bonds. The audit of the Audited Bonds that were issued for utility improvements was closed without change to the tax-exempt status of those Audited Bonds on April 25, 2016, and the audit of the remainder of the Audited Bonds (which funded recreational amenity acquisitions from entities related to the principal landowner in Village Center CDD) was closed on July 14, 2016, without the IRS making a final determination that the interest on the Audited Bonds in question was required to be included in gross income. However, the IRS letter to Village Center CDD with respect to this second set of Audited Bonds noted that the IRS found that Village Center CDD was not a "proper issuer of tax-exempt bonds" and that those Audited Bonds were private-activity bonds that did not fall in any of the categories that qualify for taxexemption. Although the TAMs and the letters to Village Center CDD from the IRS referred to above are addressed to, and binding only on, the IRS and Village Center CDD in connection with the Audited Bonds, they reflect the audit position of the IRS, and there can be no assurance that the IRS would not commence additional audits of bonds issued by other community development districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14, 2016 letter to Village Center CDD. On February 23, 2016, the IRS issued a notice of proposed rulemaking containing proposed regulations (the "Proposed Regulations") that provided guidance as to the definition of a political subdivision for purposes of the rules for tax-exempt bonds. If adopted, the Proposed Regulations would have affected certain State and local governments that issue tax-exempt bonds, including special districts such as the District. However, on July 24, 2017, in response to Executive Order issued by President Trump (the "Executive Order"), the Secretary of the Treasury (the "Secretary") 45

52 identified the Proposed Regulations among a list of eight regulations that (i) impose an undue financial burden on U.S. taxpayers; (ii) add undue complexity to the Federal tax laws; or (iii) exceed the statutory authority of the IRS. On October 2, 2017, in his Second Report to the President on Identifying and Reducing Tax Regulatory Burdens, the Secretary reported that Treasury and the IRS believe that the Proposed Regulations should be withdrawn in their entirety, and the Treasury Department and the IRS withdrew the Proposed Regulations on October 20, The Secretary further provided that Treasury and the IRS will continue to study the legal issues relating to political subdivisions and may propose more targeted guidance in the future. Because the Proposed Regulations have been withdrawn, it is not possible to determine the extent to which all or a portion of the discussion herein regarding the Village Center CDD and the TAMs may continue to be applicable in the absence of further guidance from the IRS. It has been reported that the IRS has closed audits of other community development districts in the State with no change to such districts bonds tax-exempt status, but has advised such districts that such districts must have public electors within five (5) to six (6) years of the issuance of tax-exempt bonds or their bonds may be determined to be taxable retroactive to the date of issuance. Pursuant to the Act, general elections are not held until the later of six (6) years and the date when there are 250 qualified electors in the District. The District, unlike Village Center CDD, was formed with the intent that it will contain a sufficient number of residents to allow for a transition to control by a general electorate. Although it is impossible to predict whether the IRS will select the Series 2018 Bonds for audit, the District has no reason to believe that any such audit will be commenced, or that any such audit, if commenced, would result in a conclusion of noncompliance with any applicable State or federal law. Owners of the Series 2018 Bonds are advised that, if the IRS does audit the Series 2018 Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the Owners of the Series 2018 Bonds may have limited rights to participate in those proceedings. The commencement of such an audit could adversely affect the market value and liquidity of the Series 2018 Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2018 Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. Further, an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2018 Bonds would adversely affect the availability of any secondary market for the Series 2018 Bonds. Should interest on the Series 2018 Bonds become includable in gross income for federal income tax purposes, not only will Owners of Series 2018 Bonds be required to pay income taxes on the interest received on such Series 2018 Bonds and related penalties, but because the interest rate on such Series 2018 Bonds will not be adequate to compensate Owners of the Series 2018 Bonds for the income taxes due on such interest, the value of the Series 2018 Bonds may decline. During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the 46

53 ownership of obligations that are similar to the Series 2018 Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2018 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2018 Bonds and their market value. No assurance can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the Series 2018 Bonds. For example, in connection with federal deficit reduction, job creation and tax law reform efforts, proposals have been made and others are likely to be made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the Series 2018 Bonds. There can be no assurance that any such legislation or proposal will be enacted, and if enacted, what form it may take. The introduction or enactment of any such legislative proposals may affect, perhaps significantly, the market price for, or marketability of the Series 2018 Bonds. THE INDENTURE DOES NOT PROVIDE FOR ANY ADJUSTMENT IN THE INTEREST RATE ON THE SERIES 2018 BONDS IN THE EVENT OF AN ADVERSE DETERMINATION BY THE IRS WITH RESPECT TO THE TAX-EXEMPT STATUS OF INTEREST ON THE SERIES 2018 BONDS. PROSPECTIVE PURCHASERS OF THE SERIES 2018 BONDS SHOULD EVALUATE WHETHER THEY CAN OWN THE SERIES 2018 BONDS IN THE EVENT THAT THE INTEREST ON THE SERIES 2018 BONDS BECOMES TAXABLE AND/OR THE DISTRICT IS EVER DETERMINED TO NOT BE A POLITICAL SUBDIVISION FOR PURPOSES OF THE CODE AND/OR SECURITIES ACT. (l) No application for credit enhancement or a rating on the Series 2018 Bonds has been made, nor is there any reason to believe that the District would have been successful in obtaining either for the Series 2018 Bonds had application been made. (m) Under Florida law, a landowner may contest the assessed valuation determined for its property which forms the basis of ad-valorem taxes such landowner must pay. During this contest period, the sale of a tax certificate under the Uniform Method will be suspended. If the Assessment Area One Special Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold with respect to the Assessment Area One Special Assessments even though the landowner is not contesting the amount of Assessment Area One Special Assessments. However, Section , Florida Statutes, requires taxpayers to pay all non-ad valorem taxes and at least 75% of their ad valorem taxes before they become delinquent. Likewise, taxpayers who challenge the denial of an exemption or classification or a determination that their improvements were substantially complete must pay all non-ad valorem assessments and the amount of ad valorem taxes that they admit in good faith to be owing. In the event a taxpayer fails to pay their property taxes, the Value Adjustment Board is required to deny their petition by written decision by April 20 of such year. (n) The successful sale of developed lots and homes, once such homes are built within the Development, may be affected by unforeseen changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Developer, builders and other landowners. 47

54 (o) The value of the land within the District, the successful completion of the Development and the likelihood of timely payment of principal and interest on the Series 2018 Bonds could be affected by environmental factors with respect to the land in the District. Should any of the land be contaminated by hazardous materials, this could materially and adversely affect the value of the land in the District, which could materially and adversely affect the success of the development of the Development and the likelihood of the timely payment of the Series 2018 Bonds. The District has not performed, nor has the District requested that there be performed on its behalf, any independent assessment of the environmental conditions within the District. It is possible that hazardous environmental conditions could exist within the District and that such conditions could have a material and adverse impact upon the value of the benefited lands within the District and no assurance can be given that unknown hazardous materials, protected animals, etc., do not currently exist or may not develop in the future whether originating within the District or from surrounding property, and what effect such may have on the completion of the Development. See "THE DEVELOPMENT" herein. (p) In the event a bank forecloses on property within the District because of a default on a mortgage on such property and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the Assessment Area One Special Assessments. In addition, the District would be required to obtain the consent of the FDIC prior to commencing a foreclosure action. [Remainder of Page Intentionally Left Blank] 48

55 ESTIMATED SOURCES AND USES OF BOND PROCEEDS Sources: Uses: Par Amount of Series 2018 Bonds $17,970, Total Sources $17,970, Deposit to Series 2018 Acquisition and Construction Account $16,694, Deposit to Series 2018 Capitalized Interest Account 235, Deposit to Series 2018 Reserve Account 465, Deposit to Series 2018 Costs of Issuance Account 214, Underwriter's Discount 359, Total Uses $17,970, [Remainder of Page Intentionally Left Blank] 49

56 DEBT SERVICE REQUIREMENTS The following table sets forth the scheduled debt service on the Series 2018 Bonds: Period Ending November 1 Series 2018 Principal Series 2018 Interest Total Series 2018 Debt Service $ 235, $ 235, $ 275, , ,162, , , ,159, , , ,161, , , ,162, , , ,162, , , ,161, , , ,160, , , ,158, , , ,161, , , ,162, , , ,161, , , ,159, , , ,161, , , ,161, , , ,160, , , ,158, , , ,160, , , ,160, , , ,158, , , ,160, , , ,160, , , ,162, , , ,158, , , ,162, , , ,158, , , ,162, , , ,159, ,020, , ,158, ,075, , ,160, * 1,130, , ,158, Total $17,970, $17,084, $35,054, * The Series 2018 Bonds mature on May 1,

57 ASSESSMENT METHODOLOGY Governmental Management Services - South Florida, LLC, has prepared the Assessment Methodology for Downtown Doral South Community Development District, Assessment Area One, adopted on December 20, 2016 (the "Master Methodology Report"), as supplemented by the Third Supplemental Assessment Methodology for Downtown Doral South Community Development District, Assessment Area One, dated July 18, 2018 (the "Supplemental Methodology Report" and, together with the Master Methodology Report, collectively, the "Methodology Report"), each of which is included herein as composite APPENDIX B. The Methodology Report sets forth an overall method (the "Methodology") for allocating the Assessment Area One Special Assessments securing the Series 2018 Bonds to all assessable lands within Assessment Area One benefiting from the Assessment Area One Project on a per acre basis, with a further allocation based upon land use when development rights are assigned to specific properties. See "APPENDIX B - METHODOLOGY REPORT" attached hereto. To ensure that there will always be sufficient development potential within Assessment Area One remaining in the undivided property to ensure payment of debt service after a plat, the Methodology sets forth a "true-up mechanism" which provides that the debt per acre remaining on the unplatted land is never allowed to increase above its maximum debt per acre level. If the debt per acre remaining on unplatted land increases above the maximum debt per acre level, a debt reduction payment would be made by the Developer so that the maximum debt per acre level is not breached. In addition, if the number of units in Assessment Area One are reduced or the unit mix is revised based on market conditions at the time of platting, a debt reduction payment, if required, would be made by the Developer. See "APPENDIX B - METHODOLOGY REPORT" herein for additional information regarding the "true-up mechanism." The non-ad valorem assessments to be levied on assessable lands in Assessment Area One to pay debt service on the Series 2018 Bonds are: Land use No. of Units * Series 2018 Bond Par Amount per Unit Series 2018 Annual Assessment per Unit Townhome 52 $32, $2, Single Family , , Estate Homes , , * Preliminary, subject to change. Annual assessments will be grossed up to cover early payment discounts and Miami-Dade County collections fees when collected on the County property tax bills, currently 5%. See also "THE DEVELOPMENT - Fees and Assessments" herein for a discussion on assessments related to the 2016 Notes and 2017 Notes. The land within the District has been and is expected to be subject to taxes and assessments imposed by taxing authorities other than the District. The total millage rate 51

58 in the County is approximately mills. These taxes would be payable in addition to the Assessment Area One Special Assessments and any other assessments levied by the District. In addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the City, the County and the School District of Miami- Dade County, Florida may each levy ad valorem taxes upon the land in the District. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in TAX EXEMPTION 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 2018 Bonds in order that the interest on the Series 2018 Bonds be and remain excludable from gross income for federal income tax purposes. The District's failure to meet these requirements may cause the interest on the Series 2018 Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2018 Bonds. The District has covenanted in the Bond Resolution to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Series 2018 Bonds. In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming the accuracy of certain representations and certifications of the District and continuing compliance by the District with the tax covenants referred to above, under existing statutes, regulations, rulings and court decisions, the interest on the Series 2018 Bonds is excludable from gross income of the holders thereof for federal income tax purposes. Interest on the Series 2018 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. Federal legislation enacted in 2017 eliminates alternative minimum tax for corporations for taxable years beginning after December 31, For taxable years beginning before January 1, 2018, corporations should consult their tax advisor regarding alternative minimum tax implications of owning the Bonds. Bond Counsel is further of the opinion that the Series 2018 Bonds and the income thereon are not subject to taxation under the laws of the State, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. Bond Counsel will express no opinion as to any other tax consequences regarding the Series 2018 Bonds. Prospective purchasers of the Series 2018 Bonds should consult their own tax advisors as to the status of interest on the Series 2018 Bonds under the tax laws of any state other than the State. Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the receipt or accrual of the interest on the Series 2018 Bonds, or the ownership or disposition of the Series 2018 Bonds. Prospective purchasers of Series 2018 Bonds should be aware that the ownership of Series 2018 Bonds may result in other collateral federal tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2018 Bonds, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by the applicable statutory percentage of certain items, including the interest on the Series 2018 Bonds, (iii) the inclusion of the interest on the Series

59 Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (iv) the inclusion of the interest on the Series 2018 Bonds in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year and (v) the inclusion of interest on the Series 2018 Bonds in the determination of the taxability of certain Social Security and Railroad Retirement benefits to certain recipients of such benefits. The nature and extent of the other tax consequences described above will depend on the particular tax status and situation of each owner of the Series 2018 Bonds. Prospective purchasers of the Series 2018 Bonds should consult their own tax advisors as to the impact of these other tax consequences. Bond Counsel's opinion is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinion is not a guarantee of a particular result, and is not binding on the IRS or the courts; rather, such opinion represents Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion. Changes in Federal and State Tax Law From time to time, there are legislative proposals suggested, debated, introduced or pending in Congress or in the State legislature that, if enacted into law, could alter or amend one or more of the federal tax matters, or state tax matters, respectively, described above including, without limitation, the excludability from gross income of interest on the Series 2018 Bonds, adversely affect the market price or marketability of the Series 2018 Bonds, or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would affect the Series 2018 Bonds. Prospective purchasers of the Series 2018 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation. Information Reporting and Backup Withholding Interest paid on tax-exempt bonds such as the Series 2018 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Series 2018 Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of Series 2018 Bonds, under certain circumstances, to "backup withholding" at the rates set forth in the Code, with respect to payments on the Series 2018 Bonds and proceeds from the sale of Series 2018 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2018 Bonds. This withholding generally applies if the owner of Series 2018 Bonds (i) fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under 53

60 certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Series 2018 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section , Florida Statutes, and the regulations promulgated thereunder (the "Disclosure Act") requires that the District make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, The District is not and has not ever been in default as to principal and interest on its bonds or other debt obligations. NO RATING OR CREDIT ENHANCEMENT The Series 2018 Bonds are neither rated nor credit enhanced. No application for a rating or credit enhancement with respect to the Series 2018 Bonds was made. VALIDATION The Bonds issued pursuant to the terms of the Master Indenture, which includes the Series 2018 Bonds, were validated by a Final Judgment of the Circuit Court in and for Miami-Dade County, Florida, entered March 6, The appeal period from such final judgment has expired with no appeal being filed. The District LITIGATION There is no pending or, to the knowledge of the District, any threatened litigation against the District of any nature whatsoever which in any way questions or affects the validity of the Series 2018 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the execution of the Indenture. Neither the creation, organization or existence, nor the title of the present members of the Board or the District Manager is being contested. From time to time, the District expects to experience routine litigation and claims incidental to the conduct of its affairs. In the opinion of District Counsel, there are no actions presently pending or threatened, the adverse outcome of which would have a material adverse effect on the availability of the Assessment Area One Pledged Revenues or the ability of the District to pay the Series 2018 Bonds from the Assessment Area One Pledged Revenues. The Developer In connection with the issuance of the Series 2018 Bonds, the Developer will represent to the District that there is no litigation of any nature now pending or, to the 54

61 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 of Assessment Area One as described herein, materially and adversely affect the ability of the Developer to pay the Assessment Area One Special 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. CONTINUING DISCLOSURE In order to comply with the continuing disclosure requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the "SEC Rule"), the District, the Developer and Governmental Management Services - South Florida, LLC, as dissemination agent (the "Dissemination Agent") will enter into a Continuing Disclosure Agreement (the "Disclosure Agreement"), the form of which is attached hereto as APPENDIX E. Pursuant to the Disclosure Agreement, the District has covenanted for the benefit of Bondholders to provide to the Dissemination Agent certain financial information and operating data relating to the District and the Series 2018 Bonds in each year (the "District Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant by the District shall only apply so long as the Series 2018 Bonds remain outstanding under the Indenture. Pursuant to the Disclosure Agreement, the Developer has covenanted for the benefit of Bondholders to provide to the District and the Dissemination Agent certain financial information and operating data relating to the Developer and the development of Assessment Area One in each year (the "Developer Report"). Such covenant by the Developer will apply only until the earlier to occur of (x) the payment and redemption of the Series 2018 Bonds, or (y) the date on which the Developer owns less than twenty percent (20%) of the real property encumbered by the Assessment Area One Special Assessments that secure the Series 2018 Bonds; provided, however, that the Developer has covenanted and agreed with the District that such covenant will run with the land to the extent that any successor in interest which holds the land for development shall assume the continuing disclosure obligations of the Developer from which it purchased such land in the event that such successor in interest would be an Obligated Person. The District Annual Report and the Developer Report (together, the "Reports") will each be filed by the Dissemination Agent with the Municipal Security Rulemaking Board's Electronic Municipal Markets Access ("EMMA") repository described in the form of the Disclosure Agreement attached hereto as APPENDIX E. The notices of material events will also be filed by the Dissemination Agent with EMMA. The specific nature of the information to be contained in the Reports and the notices of material events are described in APPENDIX E. The Disclosure Agreement will be executed by the District, the Developer and the Dissemination Agent at the time of issuance of the Series 2018 Bonds. The foregoing covenants have been made in order to assist the Underwriter in complying with the SEC Rule. For the immediately preceding five fiscal years ending September 30 the District has not been a party to any continuing disclosure undertaking. With respect to the Series

62 Bonds, no parties other than the District and the Developer are obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the SEC Rule. UNDERWRITING The Underwriter will agree, pursuant to a contract to be entered into with the District, subject to certain conditions, to purchase the Series 2018 Bonds from the District at an aggregate purchase price of $17,610, (including Underwriter's discount of $359,400.00). See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS" herein. The Underwriter's obligations are subject to certain conditions precedent and, upon satisfaction or waiver of such conditions, the Underwriter will be obligated to purchase all the Series 2018 Bonds if any are purchased. The Underwriter intends to offer the Series 2018 Bonds to accredited investors at the offering prices set forth on the cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The Underwriter may offer and sell the Series 2018 Bonds to certain dealers (including dealers depositing the Series 2018 Bonds into investment trusts) at prices lower than the initial offering prices and such initial offering prices may be changed from time to time by the Underwriter. LEGAL MATTERS The Series 2018 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice and the receipt of the opinion of Greenberg Traurig, P.A., West Palm Beach, Florida, Bond Counsel, as to the validity of the Series 2018 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the District by its counsel, Billing, Cochran, Lyles, Mauro & Ramsey, P.A., Fort Lauderdale, Florida, for the Developer by its counsel, White & Case, LLP, Miami, Florida and Greenberg Traurig, P.A., Fort Lauderdale, Florida, for the Trustee by its counsel, Holland & Knight LLP, Miami, Florida, and for the Underwriter by its counsel, Nabors, Giblin & Nickerson, P.A., Tampa, Florida. AGREEMENT BY THE STATE Under the Act, the State of Florida pledges to the holders of any bonds issued thereunder, including the Series 2018 Bonds, that it will not limit or alter the rights of the issuer of such bonds to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees, and other 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. NO FINANCIAL STATEMENTS The District was established pursuant to Ordinance No of the Board of County Commissioners of the County enacted on December 6, 2016 and effective on December 16, Since its establishment, the District has not met the financial 56

63 thresholds that would require it to prepare and file audited financial statements. Therefore, no audited financial statements for the District are available at this time. EXPERTS AND CONSULTANTS The references herein to Alvarez Engineers, Inc., as District Engineer have been approved by said firm. The Engineer's Report prepared by such firm has been included as composite APPENDIX A attached hereto in reliance upon such firm as an expert in engineering. References to and excerpts herein from such Engineer's Report do not purport to be adequate summaries of the Assessment Area One Project or complete in all respects. Such Engineer's Report is an integral part of this Limited Offering Memorandum and should be read in its entirety for complete information with respect to the subjects discussed therein. The references herein to Governmental Management Services - South Florida, LLC, as Assessment Consultant have been approved by said firm. The Methodology Report prepared by such firm has been included as composite APPENDIX B attached hereto in reliance upon such firm as an expert in developing assessment methodologies. References to and excerpts herein from such Methodology Report do not purport to be adequate summaries of such Methodology Report or complete in all respects. Such Methodology Report is an integral part of this Limited Offering Memorandum and should be read in its entirety for complete information with respect to the subjects discussed therein. CONTINGENT AND OTHER FEES The District has retained Bond Counsel, District Counsel, the Assessment Consultant, the Underwriter (who has retained Underwriter's Counsel) and the Trustee (who has retained Trustee's Counsel), with respect to the authorization, sale, execution and delivery of the Series 2018 Bonds. Payment of the fees of such professionals related to the issuance of the Series 2018 Bonds, except for the payment of fees to District Counsel and the Assessment Consultant, are each contingent upon the issuance of the Series 2018 Bonds. LEGALITY FOR INVESTMENT The Act provides that the Series 2018 Bonds are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political subdivision of the State, and constitute securities which may be deposited by banks or trust companies as security for deposits of state, county, municipal or other public funds, or by insurance companies as required for voluntary statutory deposits. MISCELLANEOUS Any statements made in this Limited Offering Memorandum involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be 57

64 realized. Neither this Limited Offering Memorandum nor any statement that may have been made verbally or in writing is to be construed as a contract with the holders of the Series 2018 Bonds. The information contained in this Limited Offering Memorandum has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of the date of the Limited Offering Memorandum, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriter. The Underwriter listed on the cover page hereof has reviewed the information in this Limited Offering Memorandum in accordance with and as part of its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. 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 is to create, under any circumstances, any implication that there has been no change in the affairs of the District from the date hereof. However, certain parties to the transaction, including the District, will, on the closing date of the Series 2018 Bonds, deliver certificates to the effect that nothing has come to their attention that would lead them to believe that applicable portions of the Limited Offering Memorandum contain an untrue statement of a material fact or omit to state a material fact that should be included herein for the purpose for which the Limited Offering Memorandum is intended to be used, or that is necessary to make the statements contained herein, in light of the circumstances under which they were made, not misleading and to the effect that from the date of the Limited Offering Memorandum to the date of closing of the Series 2018 Bonds that there has been no material adverse change in the information provided. 58

65 This Limited Offering Memorandum is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, as a whole or in part, for any other purpose. The appendices hereof are integral parts of this Limited Offering Memorandum and must be read in their entirety together with all of the foregoing statements. DOWNTOWN DORAL SOUTH COMMUNITY DEVELOPMENT DISTRICT By: /s/ Hal Eisenacher Its: Chairman 59

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67 APPENDIX A ENGINEER'S REPORT

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69 Downtown Doral South Community Development District Engineer s Report Infrastructure Improvements Prepared for Downtown Doral South Community Development District Board of Supervisors City of Doral Miami-Dade County, Florida Prepared by Alvarez Engineers, Inc NW 41 Street, Suite 103 Miami, FL Telephone Facsimile Address: Info@Alvarezeng.com Accepted December 20, 2016

70 12/20/2016 Alvarez Engineers, Inc. Narrative TABLE OF CONTENTS I. Introduction... 1 II. Purpose of this Engineer s Report.. 2 III. Composition and Use of the District Land... 2 IV. Description of the Public Infrastructure 3 V. Estimated Schedule of Construction of the Public Infrastructure. 4 VI. Ownership and Maintenance. 4 VII. Permitting Status.. 4 VIII. Estimate of Public Infrastructure Costs.. 5 IX. Engineer s Certification 6 Exhibits (Maps) Exhibit 1. Location Map... 8 Exhibit 2. CDD Boundary. 9 Exhibit 3. Assessment Area One CC Homes 10 Exhibit 4. Assessment Area Two Lennar 11 Exhibit 5. CDD Roads and Lake Tract 12 Exhibit 6. CDD Offsite Improvements. 13 Tables (Construction Cost Estimate Details) Estimate of Construction Costs (CDD and Non-CDD Costs) NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305) Info@AlvarezEng.com

71 12/20/2016 Alvarez Engineers, Inc. I. Introduction. Downtown Doral South Community Development District (the District or CDD ) was established by the enactment of Miami-Dade County Ordinance No on December 6, Such Ordinance became effective on December 16, The District is expected to encompass 343 single family units, 557 townhomes and 398 multi-family units within approximately acres of land for a total of 1,298 residential units. The District is located within the limits of the City of Doral in Miami-Dade County, Florida, and is bounded by NW 87 Avenue on the west, White Course Drive on the north, a 160 Ft Florida Power and Light ( FPL ) easement on the east and NW 41 Street on the south. Refer to Exhibit 1 for a location map of the District. The District is comprised within unplated land identified as Miami-Dade County Folio Numbers , and The acre District covers approximately 95% of the Folio Numbers area and the remainder is reserved for a 6.54-acre commercial tract known as the West Parcel. Together, the subdivision within the District and the West Parcel constitute the acre development known as Downtown Doral South (the Development ). Refer to Exhibit 2. The Development is owned by CC Homes at Doral, LLC (herein, CC ), White Course Lennar, LLC (herein, Lennar and Lennar TIC ) and CC-WCD TIC, LLC (herein, CC TIC ) (together, the Owners ). Ownership of the Development is divided as follows: CC owns the property graphically depicted in Exhibit 3 (the CC Property ); Lennar owns the property graphically depicted in Exhibit 4 (the Lennar Property ); CC TIC and Lennar TIC each have a 50% undivided interest as Tenants In Common in the West Parcel, the Lake Tract, the School Tract, the Clubhouse Tract and the interior road right of ways and perimeter buffers (together, the TIC Parcel ). With the exception of the West Parcel, which is outside the District, the CDD is made up of the Lake Tract, the School Tract, the Clubhouse Tract, the interior road right of ways, the perimeter buffers, and the CC and Lennar Properties (Refer to Exhibits 3, 4 and 5). The Onsite District improvements, described below in more detail in this Engineer s Report (the Report ), consisting of the onsite road improvements, the stormwater management and drainage facilities, the water distribution and sanitary sewer collection systems, and the amenities located within publicly-owned spaces, will be constructed within the interior road right of ways, the perimeter buffers and the Lake Tract, with portions of the drainage, water and sewer systems extending into the CC and Lennar Properties, for which easements will be granted at no cost to the District by the corresponding landowner. The Offsite District improvements, consisting of offsite roadway improvements mandated by the regulatory agencies, are to be constructed outside of the District boundary, as depicted in Exhibit 6. The District intends to acquire from the Owners, for public uses, the interior road right of ways, the perimeter buffers, and the Lake Tract. The price to be paid by the District for the land will be the lower of, the value determined by one or more independent land appraisals, or the Developers cost. The District may also purchase from the Developers, for the use of the community and the general public, the Clubhouse Tract with all the indoor and outdoor recreational facilities, including buildings, site improvements and fixtures constructed and/or installed within the tract. The ultimate decision for the District to purchase the Clubhouse Tract and facilities, will be made in the future by the then current Board of Supervisors and the reference to the Clubhouse in this Report does not bind the District in any way to make such purchase or to purchase said Clubhouse at the estimated price set forth herein. Based on the foregoing the seller estimates the potential future selling price would be approximately 17 million dollars. Water and sewer connection fees and road impact fees payable to Miami-Dade County are included in the estimated CDD costs. The Developer intends to advance the funds to pay for the connection and road impact fees on behalf of the District NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305) Info@AlvarezEng.com 1

72 12/20/2016 Alvarez Engineers, Inc. Together, the Onsite and Offsite District improvements, the land and improvements acquired by the District, the water and sewer connection fees and the Miami-Dade County road impact fees are referred to in this Report as the Public Infrastructure. The District will partially finance the construction and acquisition of the Public Infrastructure that will allow the development of the residential units within the District boundaries. Estimates of Public Infrastructure construction costs are presented in this Report. Since it is anticipated that the District will issue two separate series of bonds to finance the Public Infrastructure (one for CC, another for Lennar, the Developers ), then each of the groups of residential units developed by each Developer will become a separate assessment area for the repayment of the bonds. For the purpose of this Report, the assessment areas are labeled Assessment Area One, also referred to herein as the CC Property (Exhibit 3) and Assessment Area 2, also referred to herein as the Lennar Property (Exhibit 4). The estimated construction costs of the Public Infrastructure presented in this Report will be allocated to each of the residential units within the District in accordance with the proportional benefit received by each unit or lot. This Report presents percentages for allocating the construction costs to each of the assessment areas. For a complete report on assessments to the specific residential units, refer to the assessment methodology report prepared by GMS-SF, LLC. II. Purpose of this Engineer s Report. This Report was prepared for the purpose of describing the Public Infrastructure that supports the development within the District and to report as to its estimated construction costs, status of permits, schedule of construction and allocation of costs between the assessment areas. The Public Infrastructure is to be partially financed by the District and is to benefit the residents living within the CDD boundaries as well as the general public. III. Composition and Use of the District Land The District, and assessment areas within, is composed of the tracts and lots listed in Table 1 below. All the acreages and mix are approximate and subject to change pending legal descriptions, Surveyor s work and permitting by the applicable agencies. (The rest of this page is left blank intentionally) NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305) Info@AlvarezEng.com 2

73 12/20/2016 Alvarez Engineers, Inc. Description & Residential Unit Type Assessment Area One (CC Property) IV. Description of the Public Infrastructure. Table 1 Assessment Area Two (Lennar Property) Assessment Area One Acreage Assess. Area Two Acreage Public TIC Area (CDD) Non Public TIC Area (Non CDD No. Units No. Units (Ac) (Ac) (Ac) (Ac) CDD Lake Tract CDD Road Right of Ways School Tract 7.05 Community Center (Clubhouse) 1.94 Cottage (Single Family) 124 Alley Loaded (Single 123 Family) Courtyard (Single Family) 24 Back to Back (Single Family) Motor Court (Single 32 Family) Townhouses 52 Townhouse Cluster Sto. Linear Townhouse Story Multi Family 398 No. of Units Total Units in the CDD 1,298 Sub total Areas Total CDD Area The Public Infrastructure, as described in this Report, is a network of roadway, drainage, water and sanitary sewer systems that will give service and access to 1,298 residential units located inside the District s boundary. The proposed infrastructure improvements, as outlined herein, are necessary for the functional development of the District and provide a direct and special benefit to the lands within. The estimate of costs presented in this Report for the Public Infrastructure includes all the earthwork operations within the onsite road right of ways, the public alleys and the lake tract. It includes the water and sewer distribution system, the gravity sanitary sewers and the lift station. It includes the perimeter buffers, public amenities constructed in public land and offsite road improvements shown in Exhibit 6. Included in the Public Infrastructure estimate of costs presented in this Report is the cost of acquiring certain real property from the Developer where portions of the Public Infrastructure, such as the onsite roads, the retention lake and lift station will be constructed (Refer to Exhibit 5). It is deemed desirable that the District either owns these lands or transfers all, or some, to the City of Doral or the County for the proper maintenance of the Public Infrastructure. The $735,000 per acre unit cost used in this Report to estimate the total purchase price is the estimated cost paid by the Developers to purchase the acres within the District. The actual price to be paid by the District will be determined by the value of the land to be determined by one or more independent land appraisals to be ordered by the District in the near future. The District will pay the lower of, the appraised value of the land, or the Developers cost NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305) Info@AlvarezEng.com 3

74 12/20/2016 Alvarez Engineers, Inc. Also included in the Public Infrastructure estimate of cost is the potential purchase by the CDD of the Clubhouse improvements and the Clubhouse Tract for public purposes, as stated in Section I above. The seller estimated purchase price at the time of its potential purchase will be 17 million dollars. The estimated purchase price is included in Table 4 below under the section of Recreational Facilities. Also included in the Public Infrastructure estimate of costs are the Water and sewer connection fees and road impact fees payable to Miami-Dade County are included in the estimated CDD costs. Each Developer intends to advance the funds corresponding to its development area to pay for the connection and road impact fees on behalf of the District. V. Estimated Schedule of Construction of the Public Infrastructure. Table 2 Work Description Begin Date End Date Earthwork 4 th Quarter, nd Quarter, 2018 Water, Sewer, Paving, Drainage, Roads 1 st Quarter, nd Quarter 2018 VI. Ownership and Maintenance. The District will partially finance the acquisition and/or construction of the Public Infrastructure. It will then transfer the improvements to the following agencies for ownership and maintenance: Description Future Ownership Future Maintenance Offsite Road Improvements County/City County/City Onsite Roads City City Stormwater Management Lake CDD CDD Alleys roads & drainage with easement CDD CDD Perimeter Berms/Buffer Areas CDD CDD Water Distribution System County County Sanitary Sewer System County County VII. Permitting Status. The table below reflects the permitting status of the Development as of the date of this Report. Table 3 Permit Agency In Process Approved Anticipated Approval City Council Approval of Pattern Book City of Doral X 5/18/16 City Council Approval of Development Agr. City X 11/4/16 Tentative Plat Preparation N/A X City Council Approval of Tentative Plat City X 2/24/17 City Staff Approval of Site Plan City X 1/25/17 County Approval of Tentative Plat Miami Dade County X 3/24/17 City Council Approval of Final Plat City X 5/25/17 County Approval / Recordation Final Plat County X 10/25/17 County Approval of Remedial Action Plan County X 10/20/ NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305) Info@AlvarezEng.com 4

75 12/20/2016 Alvarez Engineers, Inc. Permit City/County/State/Fed Earthwork Approvals City/County/State Utility and Paving Approvals Table 3 Agency C/C/S/F In Process X Approved Anticipated Approval 12/31/16 C/C/S X 2/24/17 VIII. Estimate of Public Infrastructure Costs. Estimates of hard, soft, regulatory and land acquisition costs for the Public Infrastructure were prepared and are presented in detail in the Appendix. A summary is presented in Table 4 below, with the allocation of costs between the two assessment areas. DESCRIPTION IMPROVEMENTS TOTAL DEVELOPMENT INFRASTRUCTURE COSTS Table 4 CDD & NON CDD PERCENT PORTIONS OF THE COSTS CDD Non CDD ALLOCATION OF CDD INFRASTRUCTURE COSTS (50% CC and 50% Lennar) Assessment Area One (CC) Assessment Area Two (Lennar) DEVELOPER FUNDED INFRASTRUCTURE COSTS Private Soft Costs Site/Pod Development (Incl. 10% Cont.) $1,534, % 65.00% $268, $268, $997, Earthwork Import $15,087, % 76.10% $1,802, $1,802, $11,481, Earthwork (Other) $11,970, % 71.39% $1,712, $1,712, $8,546, Lift Station $1,155, % 6.58% $539, $539, $76, Onsite, Common, CDD Roads $15,066, % 10.28% $6,758, $6,758, $1,549, Perimeter Buffers $541, % 0.84% $268, $268, $4, Amenities. $4,500, % 0.00% $2,250, $2,250,000 $0.00 Offsite Improvements $6,479, % 6.58% $3,026, $3,026, $426, Contingency EW, LS, Roads, Buffers, Amenities, Offsite Imp. $5,980, % 36.93% $1,885, $1,885, $2,208, Alley Roads (Incl. 10% Cont.) $8,999, % 40.00% $2,699, $2,699, $3,599, Total Soft and Hard Costs $71,314, % 40.51% $21,212, $21,212, $28,889, LAND ACQUISITION Price/Acre % CDD No. Acres Purchase Price CC Portion Lennar Portion Lake Tract $735, % $8,790, $4,395, $4,395, CDD Roads Right of Ways $735, % $19,602, $9,801, $9,801, Total Land Acquisition $28,393, $14,196, $14,196, WATER & SEWER CONNECTION CHARGES Connection Charges Fees CC Portion Lennar Portion CC Residential Units (395) and Lennar Residential Units (903) (See Appendix) $3,781, $1,670, $2,111, NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305) Info@AlvarezEng.com 5

76 12/20/2016 Alvarez Engineers, Inc. MIAMI DADE COUNTY ROAD IMPACT FEES Impact Fees CC Portion Lennar Portion CC Residential Units (395) and Lennar Residential Units (903) (See Appendix) $7,611, $3,322, $4,288, RECREATIONAL FACILITIES Estimated Price CC Portion Lennar Portion Potential Purchase Price of the Clubhouse $17,000,000 $8,500,000 $8,500,000 GRAND TOTALS Improvements, Land Acquisition, Water and Sewer Connection Charges, Miami Dade County Road Impact Fees, Recreational Facilities. CDD Assessment Area One (CC) Assessment Area Two (Lennar) $99,210, $48,901, $50,309, IX. Engineer s Certification. It is our opinion that the proposed improvements constituting the Public Infrastructure and their estimated costs are fair and reasonable, and that the residential lots within the assessment areas will receive a special benefit equal to or greater than the cost of such improvements. We believe that the improvements can be permitted, constructed and installed at the costs described in this report. I hereby certify that the foregoing is a true and correct copy of the Engineer's Report for the Downtown Doral South Community Development District. Juan R. Alvarez, PE Florida Registration No Alvarez Engineers, Inc. December 20, NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305) Info@AlvarezEng.com 6

77 12/20/2016 Alvarez Engineers, Inc. APPENDIX MAPS AND COST TABLES NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305)

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84 ALVAREZ ENGINEERS, INC. DOWNTOWN DORAL SOUTH COMMUNITY DEVELOPMENT DISTRICT PUBLIC INFRASTRUCTURE CONSTRUCTION COST ESTIMATE 12/20/2016 DEVELOPMENT COST % CDD % NON CDD CDD WORK CC CDD WORK LENNAR CDD WORK I. SITE DEVELOPMENT AND POD WORK SOFT COSTS ENGINEERING (SITE DEVELOPMENT) $ 270, % 65.00% $ 94, $ 47, $ 47, LANDSCAPE ARCHITECTURE & LIGHTING (SITE DE $ 75, % 65.00% $ 26, $ 13, $ 13, FEES & PERMITS (SITE DEVELOPMENT) $ 250, % 65.00% $ 87, $ 43, $ 43, FEES & PERMITS (POD PUBLIC WORK) $ 300, % 65.00% $ 105, $ 52, $ 52, CIVIL DESIGN (POD PUBLIC WORK) $ 350, % 65.00% $ 122, $ 61, $ 61, LANDSCAPE DESIGN (POD PUBLIC WORK) $ 150, % 65.00% $ 52, $ 26, $ 26, SOFT COSTS SUBTOTAL: $ 1,395, $ 488, $ 244, $ 244, CONTINGENCY (10%): $ 139, $ 48, $ 24, $ 24, SITE AND POD DEVELOPMENT SOFT COSTS TOTAL: $ 1,534, $ 537, $ 268, $ 268, II. SITE DEVELOPMENT WORK HARD COSTS EARTHWORK (IMPORT) SHOT ROCK $ 10,198, $ 2,437, $ 1,218, $ 1,218, IMPORT FILL $ 9,698, % 76.10% $ 2,317, $ 1,158, $ 1,158, ADDITIONAL AS REQUIRED BY GEOTECH. REC $ 500, % 76.10% $ 119, $ 59, $ 59, IMPORT FILL (SAND) $ 4,888, % 76.10% $ 1,168, $ 584, $ 584, EW (IMPORT) SUBTOTAL: $ 15,087, $ 3,605, $ 1,802, $ 1,802, EARTHWORK (OTHER) TREE REMOVAL & RELOCATION $ 850, % 30.00% $ 595, $ 297, $ 297, ENVIRONMENTAL REMEDIAL WORK $ 9,816, $ 1,868, $ 934, $ 934, HAUL OFF CONTAMINATED $ 1,300, % 76.10% $ 310, $ 155, $ 155, EXCAVATE & STOCKPILE $ 258, % 76.10% $ 61, $ 30, $ 30, LOAD, HAUL & PLACE $ 54, % 76.10% $ 13, $ 6, $ 6, CUT & BALANCE SITE $ 249, % 76.10% $ 59, $ 29, $ 29, LOAD, HAUL & SPREAD IN LAKE $ 3,250, % 76.10% $ 776, $ 388, $ 388, MIX WITH IMPORT $ 2,703, % 76.10% $ 646, $ 323, $ 323, RAP MISC. ITEMS $ 2,000, % % $ $ $ SEAWALL AT LAKE TRACT $ 935, % 6.58% $ 873, $ 436, $ 436, OTHER EARTHWORK $ 369, $ 88, $ 44, $ 44, REMOVE TREES & CHIP $ 259, % 76.10% $ 62, $ 31, $ 31, SILT FENCE $ 15, % 76.10% $ 3, $ 1, $ 1, WASHED ROCK ENTRANCES $ 9, % 76.10% $ 2, $ 1, $ 1, SURVEY & ASBUILTS $ 84, % 76.10% $ 20, $ 10, $ 10, EW (OTHER) SUBTOTAL: $ 11,970, $ 3,424, $ 1,712, $ 1,712, LIFT STATION REGIONAL PUMP STATION $ 1,100, % 6.58% $ 1,027, $ 513, $ 513, ONSITE FORCE MAIN $ 55, % 6.58% $ 51, $ 25, $ 25, LIFT STATION SUBTOTAL: $ 1,155, $ 1,079, $ 539, $ 539, COMMON ROADWAYS 150' R/W (PASEO) $ 3,023, % 25.28% $ 2,258, $ 1,129, $ 1,129, ' R/W $ 3,020, % 8.35% $ 2,768, $ 1,384, $ 1,384, ' R/W $ 2,124, % 8.57% $ 1,942, $ 971, $ 971, ' R/W $ 6,195, % 2.10% $ 6,065, $ 3,032, $ 3,032, LAKEWALK $ 517, % 6.58% $ 483, $ 241, $ 241, COMMON ROADWAYS SUBTOTAL: $ 15,066, $ 13,517, $ 6,758, $ 6,758, PERIMETER BUFFERS MASTER IRRIGATION PUMP STATION $ 69, % 6.58% $ 64, $ 32, $ 32, BUFFER LANDSCAPING & IRRIGATION $ 472, % 0.00% $ 472, $ 236, $ 236, PERIMETER BUFFERS SUBTOTAL: $ 541, $ 536, $ 268, $ 268, AMENITIES AMPHITHEATER PARCEL (PASEO DORAL) $ 1,500, % 0.00% $ 1,500, $ 750, $ 750, HARDSCAPE & LANDSCAPE COMMON ROADWAY $ 3,000, % 0.00% $ 3,000, $ 1,500, $ 1,500, AMENITIES SUBTOTAL: $ 4,500, $ 4,500, $ 2,250, $ 2,250, OFFSITE IMPROVEMENT WORK OFFSITE FORCEMAIN $ 104, % 6.58% $ 97, $ 48, $ 48, ST STREET WIDENING $ 2,448, $ 2,287, $ 1,143, $ 1,143, ROAD IMPROVEMENTS $ 2,200, % 6.58% $ 2,055, $ 1,027, $ 1,027, WATERMAIN $ 248, % 6.58% $ 232, $ 116, $ 116, IMPROVEMENTS IN ACCORDANCE WITH M.D.A. $ 3,926, $ 3,668, $ 1,834, $ 1,834, BUS BAYS WITHIN PROJECT $ 124, % 6.58% $ 115, $ 57, $ 57, TH ST & 79 AV SIGNAL TIMING $ 5, % 6.58% $ 4, $ 2, $ 2, TH ST & 79TH AV IMPROVEMENTS $ 695, % 6.58% $ 649, $ 324, $ 324, ST ST & 87TH AV SIGNAL TIMING $ 5, % 6.58% $ 4, $ 2, $ 2, TH ST & 87TH AV SIGNAL TIMING $ 5, % 6.58% $ 4, $ 2, $ 2, TH ST & 87TH AV IMPROVEMENTS $ 705, % 6.58% $ 658, $ 329, $ 329, ST ST & 82ND AV IMPROVEMENTS $ 577, % 6.58% $ 539, $ 269, $ 269, W.C. DRIVE & 87 AV IMPROVEMENTS $ 727, % 6.58% $ 679, $ 339, $ 339, TH ST & 82ND AVE IMPROVEMENTS $ 457, % 6.58% $ 427, $ 213, $ 213, DESIGN FEES $ 275, % 6.58% $ 256, $ 128, $ 128, PERMIT & SUBMITTAL FEES $ 350, % 6.58% $ 326, $ 163, $ 163, OFFSITE IMPROVEMENT WORK SUBTOTAL: $ 6,479, $ 6,053, $ 3,026, $ 3,026, SITE DEVELOPMENT WORK HARD COSTS SUBTOTAL $ 54,800, $ 32,717, $ 16,358, $ 16,358, CONTINGENCY (10%): $ 5,980, $ 3,771, $ 1,885, $ 1,885, SITE DEVELOPMENT WORK HARD COSTS TOTAL $ 60,780, $ 36,488, $ 18,244, $ 18,244,

85 ALVAREZ ENGINEERS, INC. DOWNTOWN DORAL SOUTH COMMUNITY DEVELOPMENT DISTRICT PUBLIC INFRASTRUCTURE CONSTRUCTION COST ESTIMATE 12/20/2016 DEVELOPMENT COST % CDD % NON CDD CDD WORK CC CDD WORK LENNAR CDD WORK III. POD PUBLIC WORK HARD COSTS ALLEY ROADS $ 8,181, % 40.00% $ 4,908, $ 2,454, $ 2,454, CONTINGENCY (10%): $ 818, $ 490, $ 245, $ 245, POD PUBLIC WORK HARD COSTS TOTAL $ 8,999, $ 5,399, $ 2,699, $ 2,699, TOTAL SOFT AND HARD COSTS SITE AND PODS $ 71,314, $ 42,425, $ 21,212, $ 21,212, LAND ACQUISITION (Assume $735,000/Ac Based on ORB30053, PG1154) PRICE PER ACRE % CDD NO. ACRES CDD PURCHASE PRICE CC PORTION OF PRICE LENNAR PORTION OF PRICE LAKE TRACT $ 735, % $ 8,790, $ 4,395, $ 4,395, COMMON (CDD) ROAD RIGHT OF WAYS $ 735, % $ 19,602, $ 9,801, $ 9,801, TOTAL LAND ACQUISITION $ 28,393, $ 14,196, $ 14,196, WATER AND SEWER CONNECTION CHARGES (Gallons Per Day Per Unit Type and Rates Are Based On WASD Agreement With Developers) NO. UNIT TYPE GPD/UNIT GPD $/GPD CONNECTION CHARGES CC PORTION OF PRICE LENNAR PORTION OF PRICE WATER CONNECTION FEES $ 374, $ 165, $ 209, CC Cottage (S.F.>3,000 Sq Ft) , $ 55, $ 55, CC Alley Loaded (S.F.>3,000 Sq Ft) , $ 54, $ 54, CC Courtyard (S.F.>3,000 Sq Ft) 320 7, $ 10, $ 10, CC Back to Back (S.F.>3,000 Sq Ft) , $ 17, $ 17, CC Motor Court (S.F.>3,000 Sq Ft) , $ 14, $ 14, CC Townhouses 180 9, $ 13, $ 13, Lennar Townhouse Cluster , $ 116, Lennar 3 Sto Linear Tonwhouse 180 7, $ 9, Lennar 4 Sto. Multi Family Apts , $ 82, $ $ $ $ $ $ $ $ 116, $ $ 9, $ $ 82, SEWER CONNECTION FEES $ 1,510, $ 667, $ 843, CC Cottage (S.F.>3,000 Sq Ft) , $ 222, $ 222, CC Alley Loaded (S.F.>3,000 Sq Ft) , $ 220, $ 220, CC Courtyard (S.F.>3,000 Sq Ft) 320 7, $ 43, $ 43, CC Back to Back (S.F.>3,000 Sq Ft) , $ 71, $ 71, CC Motor Court (S.F.>3,000 Sq Ft) , $ 57, $ 57, CC Townhouses 180 9, $ 52, $ 52, Lennar Townhouse Cluster , $ 469, Lennar 3 Sto Linear Tonwhouse 180 7, $ 39, Lennar 4 Sto. Multi Family Apts , $ 334, $ $ $ $ $ $ $ $ 469, $ $ 39, $ $ 334, DORAL BASIN SANITARY SEWER CONN. FEES $ 1,896, $ 837, $ 1,058, CC Cottage (S.F.>3,000 Sq Ft) , $ 278, $ 278, CC Alley Loaded (S.F.>3,000 Sq Ft) , $ 276, $ 276, CC Courtyard (S.F.>3,000 Sq Ft) 320 7, $ 53, $ 53, CC Back to Back (S.F.>3,000 Sq Ft) , $ 89, $ 89, CC Motor Court (S.F.>3,000 Sq Ft) , $ 71, $ 71, CC Townhouses 180 9, $ 65, $ 65, Lennar Townhouse Cluster , $ 589, Lennar 3 Sto Linear Tonwhouse 180 7, $ 49, Lennar 4 Sto. Multi Family Apts , $ 419, $ $ $ $ $ $ $ $ 589, $ $ 49, $ $ 419, TOTAL WATER AND SEWER CONNECTION CHARGES $ 3,781, $ 1,670, $ 2,111, MIAMI DADE COUNTY ROAD IMPACT FEES (Based on rate schedule Oct 1, 2016 to September 30, 2017) NO CC Cottage (Single Family) CC Alley Loaded (Single Family) CC Courtyard (Single Family) UNIT TYPE TOTAL SOFT AND HARD COSTS FOR THE SITE AND PODS TOTAL LAND ACQUISITION TOTAL WATER AND SEWER CONNECTION CHARGES TOTAL MIAMI DADE COUNTY ROAD IMPACT FEES TOTAL RECREATIONAL FACILITIES GRAND TOTALS IMPACT FEE/UNIT $ 8, $ 8, $ 8, CC Back to Back (Single Family) $ 8, CC Motor Court (Single Family) CC Townhouses Lennar Townhouse Cluster $ 8, $ 5, $ 5, TOTAL FEES CC PORTION OF FEES LENNAR PORTION OF FEES $ 1,099, $ 1,099, $ 1,090, $ 1,090, $ 212, $ 212, $ 354, $ 354, $ 283, $ 283, $ $ $ $ $ 52 $ 282, $ 282, $ 466 $ 2,528, $ $ 2,528, Lennar 3 Sto Linear Tonwhouse $ 5, $ 211, $ $ 211, Lennar 4 Sto. Multi Family Apts. $ 3, $ 1,548, $ $ 1,548, TOTAL MIAMI DADE COUNTY ROAD IMPACT FEES $ 7,611, $ 3,322, $ 4,288, RECREATIONAL FACILITIES DESCRIPTION ESTIMATED PRICE CC PORTION OF PRICE LENNAR PORTION OF PRICE Potential Purchase of the Clubhouse $ 17,000, $ 8,500, $ 8,500, TOTAL RECREATIONAL FACILITIES $ 17,000, $ 8,500, $ 8,500, SUMMARY OF CDD COSTS AND ALLOCATION BETWEEN THE ASSESSMENT AREAS TOTAL CDD COSTS CC PORTION OF CDD COSTS LENNAR PORTION CDD COSTS $ 42,425, $ 21,212, $ 21,212, $ 28,393, $ 14,196, $ 14,196, $ 3,781, $ 1,670, $ 2,111, $ 7,611, $ 3,322, $ 4,288, $ 17,000, $ 8,500, $ 8,500, $ 99,210, $ 48,901, $ 50,309,

86 Downtown Doral South Community Development District Second Supplemental Engineer s Report Infrastructure Improvements Prepared for Downtown Doral South Community Development District Board of Supervisors City of Doral Miami-Dade County, Florida Prepared by Alvarez Engineers, Inc NW 41 Street, Suite 103 Miami, FL Telephone Facsimile Address: Info@Alvarezeng.com Accepted June 26, 2018 Revised July 20, 2018

87 6/26/2018 Revised 7/20/2018 Alvarez Engineers, Inc. TABLE OF CONTENTS Narrative I. Introduction and Background. 1 II. Purpose of the Second Supplemental Engineer s Report. 1 III. Status of the Assessment Area One Project. 1 IV. Previous Engineer s Reports and District Boundary Contraction.. 2 V. Engineer s Certification. 2 Appendix Table 1. Use and Timing of the Construction Funds. 4 Exhibit 1, Location Map. 5 Exhibit 2, Assessment Area One 6 Exhibit 3, Assessment Area Two.. 7 Exhibit 4, Land Acquisition. 8 Exhibit 5, Areas to be Removed from the CDD NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305) Info@AlvarezEng.com

88 6/26/2018 Revised 7/20/2018 Alvarez Engineers, Inc. I. Introduction and Background On December 20, 2016, an Engineer s Report (the 2016 Report ) was accepted by the Board of Supervisors of the Downtown Doral South Community Development District (the District or CDD ). The 2016 Report described and provided estimates of construction costs for the public infrastructure to support the development within Assessment Area One and Assessment Area Two (Refer to Exhibits 1, 2 and 3 for the location of the District and the two assessment areas). The 2016 Report was used as the basis for the District to issue Special Assessment Notes in 2016 and 2017 for $10,000,000 each (the 2016 Notes and the 2017 Notes ). Proceeds from the 2016 and 2017 Notes are being used to finance the construction of the public infrastructure described in the 2016 Report for Assessment Area One (the Assessment Area One Project ), including the acquisition of a acre stormwater management lake tract and acres of road right of way (the Phase 1 R/W Acquisition ) (Refer to Exhibit 4 for the location of the lake and Phase 1 R/W tracts). The District is considering issuing $17,970,000* in 2018 in Special Assessment Bonds (the 2018 Bonds ) to finance additional portions of the Assessment Area One Project as described below. II. Purpose of the Second Supplemental Engineer s Report The purpose of this Second Supplemental Engineer s Report is to provide information about the status of construction of the Assessment Area One Project and the construction funds spent to date from proceeds of the 2016 and 2017 Notes, and to estimate the funds necessary to finish the public infrastructure improvements corresponding to the Assessment Area One Project, a portion of which will be derived from 2018 Bond proceeds and the rest by future bonds or developer contributions, as summarized in Table 1 in the appendix. III. Status of the Assessment Area One Project 1. In May of 2017 the District spent $4,561, from 2016 Notes proceeds to purchase the acre stormwmater management lake from the developers. The special warranty deed was recorded at ORB 30528, PG 3667 of the Miami-Dade Public Records. (Refer to Exhibit 4 for the location of the lake). 2. On-going earthwork operations related to the earthwork contract assumed by the District from the developers on July 28, 2017, have been taking place. The District has spent to date $2,189, from the 2016 Notes proceeds towards this purpose. 3. As of 6/26/2018 the District had spent $427, from 2016 Notes proceeds to finance a portion of the lift station, perimeter buffers, public amenities, offsite improvements and soft costs, including District Engineer and District Counsel construction-related costs. 4. In total, as of 6/26/2018 the District had spent $7,178, of the $9,682, proceeds from the 2016 Notes issued in December of 2016, which represents spending 74.15% of the proceeds in 17 months. It is estimated that, from the remaining $2,503,233.47, representing 25.85% of the 2016 Notes proceeds, the District will use by December 2018, $221, to complete the July 2017 earthwork contract and $2,281, towards a portion of the lift station and onsite CDD roads that are part of the Master Trade Partner Agreement (the TIC Work Contract ) that the CDD assumed on May 29, As of 6/26/2018, the District had spent $3,470, of the $9,709,000 proceeds from the 2017 Notes issued in November of 2017, which represents spending 35.75% of the proceeds. The funds spent were used for funding construction of a portion of the lift station and CDD onsite roads that are part of the TIC Work Contract. 6. The District intends to use approximately $4,277, of the 2017 Notes proceeds towards the acquisition of the acre Phase 1 onsite road right of way (Refer to Exhibit 4 for the location *Amount Revised NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305) Info@AlvarezEng.com 1

89 6/26/2018 Revised 7/20/2018 Alvarez Engineers, Inc. of the right of way). The purchase price of the acres is estimated to be $8,554, at $735,000 per acre split at 50% between Assessment Area One and Assessment Area Two. The acquisition is estimated to close in July of The District intends to exhaust the Notes 2017 proceeds by June of 2019 by spending $1,738, in onsite roads and $222, in contingencies. This indicates that 100% of the 2017 Notes will be spent in approximately 19 months. 8. The District intends to spend all the $16,694,782* proceeds from the future 2018 Bonds in soft costs, earthwork, perimeter buffers, public amenities, offsite improvements, onsite roads, alley roads, acquisition of onsite right of ways, County water and sewer connection charges and road impact fees. It is expected that the expenditures will exceed 10% in the first 6 months after issuance of the 2018 Bonds, and the remaining 90%, 30 months thereafter or less. 9. The costs for completing the Assessment Area One Project were estimated in the 2016 Report to be $48,901,594 and will be funded with proceeds from the 2016, 2017 Notes, 2018 Bonds and future bonds and/or Developer contributions as shown in Table 1 in the appendix. IV. Previous Engineer s Reports and District Boundary Contraction As stated above, the 2016 Report dated December 20, 2016 was accepted by the District Board of Supervisors on the same date. The 2016 Report described the composition of the District land and the public infrastructure to support the Assessment Area One and Two developments and estimated the cost of constructing such infrastructure, allocating the costs between the two assessment areas. On January 26, 2018 the CDD Board of Supervisors accepted the 1 st Supplement to the Engineer s Report. The purpose of such report was to provide information about the intended future removal of a 0.15-acre parcel of District land and its annexation to the 6.54-acre Commercial Parcel (a.k.a. the West Parcel ), as well as to suggest a method for estimating the contribution amount from the developer of the Commercial Parcel to the District for incidental stormwater and sewer benefits. The contribution amounts were estimated to be $831,775 and $437,709 for stormwater and sewer capital improvements, and $2,398 for yearly operation and maintenance costs. On January 19, 2018 the CDD Board of Supervisors petitioned the Board of County Commissioners of Miami-Dade County to contract the boundaries of the District by removing the 0.15-acre parcel mentioned above and the 7.0-acre School/Civic parcel; the petition is being considered by the County. The location of the parcels to be removed is shown in Exhibit 5. V. Engineer s Certification It is our opinion that the proposed improvements constituting the public infrastructure of the Assessment Area One Project and their estimated costs are reasonable, and that the residential lots within Assessment Area One will receive a special benefit equal or greater than the cost of such improvements. We believe that the improvements can be permitted, constructed and installed at the costs described in this Second Supplemental Engineer s Report. It is our understanding that the District will pay the lesser of the actual cost or fair market value for the public infrastructure comprising the Assessment Area One Project. I hereby certify that the foregoing is a true and correct copy of the Engineer s Report for the Downtown Doral South Community Development District. Juan R. Alvarez, PE Florida Registration No Alvarez Engineers, Inc. June 26, 2018, Revised July 20,2018. *Amount Revised NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305) Info@AlvarezEng.com 2

90 6/26/2018 Revised 7/20/2018 Alvarez Engineers, Inc. APPENDIX TABLES AND EXHIBITS NW 41 Street, Suite 103, Doral, Florida Telephone (305) Fax (305)

91 Alvarez Engineers, Inc. Description TABLE 1 - Downtown Doral South CDD Estimated Use and Timing of the Construction Funds for Finalizing the Assessment Area One Project 2016 Notes Issued 12/28/2016 Construction Funds From Notes, Bonds or Developer Contributions 2017 Notes Issued 11/20/ Bonds 6/26/2018 Rev. 7/20/2018 Future Bonds or Dev. Contribution Par Amount $10,000, $10,000, $17,970, Debt Service Reserve ($75,000.00) ($75,000.00) ($465,149.00) Capitalized Interest $0.00 $0.00 ($235,919.00) Cost of Issuance ($243,000.00) ($216,000.00) ($574,150.00) Proceeds Into Construction Accounts $9,682, $9,709, $16,694, $1 Description Estimated Assessment Area One Project Construction Costs (Source: 2016 Engineer's Report) 2016 Notes Proceeds Spent as of 6/26/ Notes Proceeds to be Spent by Dec Use of Construction Funds and Timing 2017 Notes Proceeds Spent as of 6/26/ Notes Proceeds to be Spent by June Bonds Proceeds to be Spent by July 2021 Balance to Finish Project One w/ Future Bonds or Dev. Contributions Soft Costs $268, ($173,463.15) ($50,000.00) ($45,074.35) Earthwork Import $1,802, ($1,514,235.22) ($123,427.71) ($165,294.93) Earthwork (Other) $1,712, ($675,672.49) ($97,946.98) ($500,000.00) ($438,842.39) Lift Station $455, ($79.41) ($119,240.00) ($336,519.00) $0.00 Onsite, Common, CDD Roads $7,034, ($2,162,618.77) ($3,134,177.85) ($1,738,121.50) ($0.00) Perimeter Buffers $268, ($144,973.11) ($50,000.00) ($73,256.79) Amenities (Public) $2,250, ($19,712.50) ($2,230,287.50) $0.00 Offsite Improvements $3,026, ($89,100.55) ($2,937,462.22) $0.00 Contingency for Earthwork, Lift Station, Roads, Buffers, Amenities, Offsite Improvements. $1,527, ($222,849.15) ($203,409.78) ($1,100,929.63) Alley Roads $2,699, ($2,699,730.00) $0.00 Lake Tract Acquisition $4,561, ($4,561,530.10) $0.00 CDD Road Right of Ways Phase 1 $4,277, ($4,277,332.50) $0.00 CDD Road Right of Ways Phase 2 $5,523, ($5,523,892.50) $0.00 Water/Sewer Connection Charges $1,670, ($1,000,000.00) ($670,062.40) Miami-Dade Road Impact Fees $3,322, ($1,500,000.00) ($1,822,351.64) Recreational Facilities $8,500, ($8,500,000.00) Sub-Totals ($7,178,766.53) ($2,503,233.47) ($3,470,696.85) ($6,238,303.15) Totals $48,901, ($9,682,000.00) ($9,709,000.00) ($16,694,782.00) ($12,815,812.13) Balance $48,901, ($48,901,594.12) Note: All the components of the Assessment Area One Project are public in nature Bonds Amount and Expenditures Revised on 7/20/2018 4

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99 ASSESSMENT METHODOLOGY FOR DOWNTOWN DORAL SOUTH COMMUNITY DEVELOPMENT DISTRICT Assessment Area One December 20, 2016 Prepared by Governmental Management Services-South Florida, LLC 5385 N. Nob Hill Road Sunrise, FL 33351

100 1.0 Introduction The Downtown Doral South Community Development District (the District ), is a local unit of special-purpose government organized and existing under Chapter 190, Florida Statutes as amended. The District anticipates issuing up to $126,000,000 of debt in the form of bank notes or special assessment bonds (the Bonds ) for the purpose of financing certain infrastructure improvements within the District as described herein, more specifically described in the Engineering Report for Downtown Doral South Community Development District dated December 20, 2017 (the Engineer s Report ), prepared by Alvarez Engineers, Inc. The District will be bifurcated into two distinct assessment areas for the purpose of levying assessments as described in the Engineer s Report which are referred to as Assessment Area One and Assessment Area Two. The development plan for Assessment Area One is planned for 219 single family units, 124 Cottage Units, and 52 Townhomes (the Area One Development ), and Assessment Area Two is planned for 466 condominium units, 398 Cluster Units and 39 Townhome units (the Area Two Development )(collectively the Development ). The development plan for the Area One Development is shown is Table Purpose This Assessment Methodology Report (the Report ) provides a methodology that determines the amount of District debt to be allocated to specific properties within Assessment Area One of the District benefitting from certain public improvements to be acquired or constructed by the District. This Report is designed to conform to the requirements of Chapters 190 and 170, Florida Statutes ( F.S. ) and this report will be supplemented from time to time to reflect the actual terms and conditions at the time of the issuance of the Bonds. The public improvements that may be acquired or constructed by the District include, but are not limited to, stormwater management and control facilities, including, but not limited to, related earthwork and acquisition of interests in land relating thereto; water and wastewater systems, including the payment of impact fees; road improvements; and including the payment of road impact fees; landscaping in public rights-of-way, including, but not limited to entrance features, perimeter buffers and acquisition of interests in land relating thereto; acquisition and/or construction of amenities such as clubhouse facilities open to the public; and related soft and incidental costs (the Project ). The cost of the Project is broken down by assessment area in the Engineer s Report; costs related to Assessment Area One (the Area One Project ) which benefit Assessment Area One are shown in Table 2. 1

101 The District intends to impose non ad valorem special assessments on the benefited lands within the District to pay the debt associated with the Bonds based on this Report. It is anticipated that all of the proposed special assessments will be collected through the Uniform Method of Collection described in chapter , F.S. or any other legal means available to the District. It is not the intent of this Report to address any other assessments, if applicable, that may be levied by the District, a homeowner s association, or any other unit of government. 1.2 Background The District currently includes approximately gross acres in the City of Doral in Miami-Dade County, Florida. The planned community within Assessment Area One of the District is currently anticipated to consist of 219 single family units, 124 Cottage Units, and 52 Townhomes. The public improvements comprising the Area One Project contemplated by the District will provide facilities that benefit certain assessable property within Assessment Area One of the District. The estimated costs are summarized in Table 2. The assessment methodology is a three-step process. First, the District Engineer determines the costs for the project contemplated by the District. Second, this cost forms the basis for a debt sizing. Third, the bonded costs are divided among the benefited properties within Assessment Area One on the basis of benefit received as a result of the project. 1.3 Special Benefits and General Benefits In the process of constructing or acquiring infrastructure improvements which provide special benefits to assessable properties within Assessment Area One of the District boundaries, incidental general benefits to the public at large are also created. These benefits are incidental and different from the special benefits provided to assessable properties within Assessment Area One of the District. Although the general public outside the District may benefit from the District s infrastructure improvements, the benefits are incidental. The Project is designed to meet the needs of the developed property within Assessment Area One of the District. The property owners within Assessment Area One of the District are therefore receiving special benefits not received by those outside the boundaries. 2

102 1.4 Special Benefits Exceed the Costs Allocated The special benefits provided to the property owners within Assessment Area One of the District are greater than or equal to the costs associated with providing these benefits. The increase in the market value of the benefiting property will be significantly more than the cost of the improvements being acquired or constructed. Without the District s improvement plan the property within Assessment Area One of the District would not be able to be developed and sold as developed property. 1.5 Requirements of a Valid Assessment Methodology There are two requirements under Florida law for a valid special assessment: 1.) The properties must receive a special benefit from the improvements being paid for. 2.) The assessments must be fairly and reasonably allocated to the properties being assessed. 2.0 Assessment Methodology 2.1 Overview The District anticipates the issuance of approximately $52,825,000 in principal amount of Bonds to finance public infrastructure improvements comprising the Area One Project, provide for capitalized interest, a debt service reserve account and cost of issuance. It is the purpose of this methodology to allocate the $52,825,000 in debt to the properties benefiting from the Area one Project. Table 1 identifies the development plan for the Area One Development as identified by CC Homes at Doral, LLC, (the Area One Developer ). The Engineer s Report outlines the public improvements needed to support the Area One Development and are shown in Table 2. The public improvements needed are described in detail in the Engineer s Report and are estimated to cost approximately $48,901,594. All or a portion of the public 3

103 improvements will be funded through the issuance of the Bonds and, through a Developer contribution of infrastructure to the extent not funded by the Bonds. Based on the estimated costs to be funded, the size of the bond issue needed to generate funds to pay for the Area One Project, fund the debt service reserve account, provide for capitalized interest and pay the cost of issuance was determined by the District s Underwriter to total approximately $52,825,000, Table 3 depicts the breakdown of the Bond sizing. 2.2 Allocation of Benefit The public improvements are an integrated system of facilities that benefit the District as a whole. That is, the first few feet of water line, sewer line, or roadway benefit the landowners as much as the last few feet. The infrastructure program works as a total system and provides special benefits for each land use. The offsite improvements required in the development order also benefit the Development as a whole and the costs are appropriated to the landowners. There are three product types within Assessment Area One, the cottage lots have been assigned one (1) equivalent residential unit ( ERU ) and based on the relative size and use the townhome units have been assigned an ERU of.90, and the single family units have been assigned an ERU of A fair and reasonable allocation would be to assign debt based on the ERU allocation to each product type; Table 4 shows the allocation of benefit in reference to each of the product types. It is important to note that the benefit derived from the Area One Project to the residential units is equal to or exceeds the cost that the units will be paying for such benefits. 2.3 Allocation of Debt Allocation of debt is a continuous process until the development plan is completed. The initial assessments will be levied on Assessment Area One within the District on an equal acre basis for each parcel. Once platting, the recording of declaration of condominium, or other means of identifying individual lots ( Assigned Properties ) has begun, the assessments will be levied to the Assigned Properties based on the benefits they receive. The Unassigned Properties, defined as developable acres that are not Assigned Properties and as a result will continue to be assessed on a per acre basis. Eventually the development plan will be completed and the debt relating to the Bonds will be allocated to the planned 395 lots within Assessment Area One of the District, which are the beneficiaries of the infrastructure improvements, as depicted in Table 6. If there are changes to development plan, a true up of the assessment will be calculated to 4

104 determine if a payment from the Area One Developer is required. This process is outlined is Section 3.0 The assignment of debt in this Report sets forth the process by which debt is apportioned. This Report may be supplemented from time to time. 2.4 Special and Peculiar Benefit to the Property The Area One Project to be constructed or acquired by the District will provide peculiar and special benefits which flow from the logical relationship of the Area One Project to the Area One Development. These peculiar and special benefits consist of the added use of the property, added enjoyment of the property, and the probability of increased marketability and value of the property. 2.5 Reasonable and Fair Apportionment of the Duty to Pay A reasonable estimate of the proportion of special and peculiar benefits received from the Area One Project is delineated in Table 4. The determination has been made that the duty to pay the non-ad valorem special assessments is fairly and reasonably apportioned because the special and peculiar benefits to the property derived from the acquisition and/or construction of the Area One Project have been apportioned to the property according to reasonable estimates of the special and peculiar benefits provided consistent with each land use category. Accordingly, no residential unit within the boundaries of the District will be liened for the payment of any non-ad valorem special assessment more than the determined special benefit peculiar to that unit and therefore, the debt allocation will not be increased more than the debt allocation set forth in this Report. In accordance with the benefit allocation in Table 4, a total par amount per unit and an annual debt assessment per unit for the proposed Bonds have been calculated for each unit as illustrated in Table 5. These amounts represent the preliminary anticipated per unit debt allocations assuming all anticipated units are built and sold in the proportions planned, and the entire proposed infrastructure program is constructed or acquired and financed by the District. 5

105 3.0 True Up Although the District does not process plats, declaration of condominiums, site plans or revisions for the Developer, it does have an important role to play during the course of platting and site planning. Whenever a plat, declaration of condominium or site plan or revision is processed, the District must allocate a portion of its debt to the property according to the methodology outlined herein. In addition, the District must also prevent any buildup of debt on Unassigned Property. Otherwise, the land could be fully conveyed and/or platted without all of the debt being allocated. To preclude this, at the time Unassigned Properties become Assigned Properties, the District will determine the amount of anticipated assessment revenue that remains on the Unassigned Properties, taking into account the proposed plat or site plan approval. If the total anticipated assessment revenue to be generated from the Assigned and Unassigned Properties is greater than or equal to the maximum annual debt service then no adjustment is required. In the case that the revenue generated is less than the required amount then a debt reduction payment by the Area One Developer in the amount necessary to reduce the par amount of the outstanding Bonds to a level that will be supported by the new maximum annual debt service, plus accrued interest will be required. 4.0 Assessment Roll The District will initially distribute the liens across the property within the District boundaries on a gross acreage basis to Assessment Area One. As Assigned Property becomes known with certainty, the District will refine its allocation of debt from a per acre basis to a per unit basis as shown in Table 5. If the land use plan changes, then the District will update Table 5 to reflect the changes. As the development process occurs, the debt will be distributed against the Assigned Property in the manner described in this Assessment Methodology. The current assessment roll is depicted in Table 7. 6

106 Table 1 Downtown Doral South - Assessment Area One Development Plan Assessment Area One Land Use No. of Units* ERUs per Unit Total ERUs Townhome Cottage Single Family Totals * Unit count may vary depending on market conditions Prepared by Governmental Management Services-South Florida, LLC Page 1

107 Table 2 Downtown Doral South - Assessment Area One Estimated Construction Costs Category Cost* Soft Costs Site Development $268,538 Earthwork Import $1,802,958 Earthwork (Other) $1,712,462 Lift Station $539,501 Onsite, Common, CDD Roads $6,758,821 Perimeter Buffers $268,230 Amenities (Public) $2,250,000 Offsite Improvements $3,026,563 Cont. EW, LS, Roads,Buffers, Amenities, Offsite Imp. $1,885,853 Alley Roads $2,699,730 Lake Tract- Land Acquisition $4,395,300 CDD Rights of Way - Land Acquisition $9,801,225 Water & Sewer Connection Charges $1,670,062 Miami-Dade County Road Impact Fees $3,322,352 Recreational Facilities $8,500,000 Total $48,901,594 * From Engineer's Estimate of Costs provided by Alvarez Engineers,Inc. Prepared by Governmental Management Services-South Florida, LLC Page 2

108 Table 3 Downtown Doral South - Assessment Area One Bond Sizing Special Assessment Bank Notes Bonds Bank Notes Series 2016B Series 2017A Series 2017B Total Project Fund $9,697,000 $24,596,394 $14,608,200 $48,901,594 Debt Service Reserve $75,000 $1,001,025 $75,000 $1,151,025 Capitalized Interest $0 $1,113,000 $1,113,000 Issuance Costs, incl UW $228,000 $556,500 $316,800 $1,101,300 Underwriter's Discount $556,500 $556,500 Rounding $1,581 $1,581 Par Amount * $10,000,000 $27,825,000 $15,000,000 $52,825,000 *Subject to change, based on the following: Interest Rate (1) 1.89% 6.00% 2.45% Amortization 5 yr interest only 30 year 5 yr interest only Capitalized Interest through NA 11/1/2017 NA Debt Service Reserve Fixed 50% of MADS (2) Fixed (1) Both the bank notes are have a variable interest rate that adjust each May 1 and November per the term sheet. (2) MADS stands for Maximum Annual Debt Service. Prepared by Governmental Management Services-South Florida, LLC Page 3

109 Table 4 Downtown Doral South - Assessment Area One Allocation of Total Project Cost* Assessment Area One Allocated Total Costs Land Use No. of Units ERUs per Unit Total ERUs Costs per Unit Townhome $ 4,728,794 $ 90, Cottage $ 12,529,284 $ 101, Single Family $ 31,643,515 $ 144, Totals $ 48,901,594 *Includes contingency Prepared by Governmental Management Services-South Florida, LLC Page 4

110 Table 5 Downtown Doral South - Assessment Area One Allocation of Par Debt by Series Series 2016B Annual Annual Total Cost Total Allocation of Allocation of Par Debt Assessment Debt Assessment Land Use No. of Units* Allocated Par Debt Debt per Unit Total Per Unit* Townhome 52 $ 937,702 $ 967,002 $ 18, $ 18,276 $ Cottage 124 $ 2,484,509 $ 2,562,142 $ 20, $ 48,424 $ Single Family 219 $ 6,274,789 $ 6,470,856 $ 29, $ 122,299 $ Totals 395 $ 9,697,000 $ 10,000,000 $ 189,000 Series 2017A Annual Annual Total Cost Total Allocation of Allocation of Par Debt Assessment Debt Assessment Land Use No. of Units* Allocated Par Debt Debt per Unit Total Per Unit* Townhome 52 $ 2,378,476 $ 2,690,683 $ 51, $ 193,599 $ 3, Cottage 124 $ 6,301,946 $ 7,129,161 $ 57, $ 512,954 $ 4, Single Family 219 $ 15,915,971 $ 18,005,156 $ 82, $ 1,295,498 $ 5, Totals 395 $ 24,596,394 $ 27,825,000 $ 2,002,050 Series 2017B Annual Annual Total Cost Total Allocation of Allocation of Par Debt Assessment Debt Assessment Land Use No. of Units* Allocated Par Debt Debt per Unit Total Per Unit* Townhome 52 $ 1,412,616 $ 1,450,503 $ 27, $ 35,537 $ Cottage 124 $ 3,742,829 $ 3,843,213 $ 30, $ 94,159 $ Single Family 219 $ 9,452,755 $ 9,706,283 $ 44, $ 237,804 $ 1, Totals 395 $ 14,608,200 $ 15,000,000 $ 367,500 * This amount will be grossed up to includes discounts for early payments and county and collection fees when collected on the Miami-Dade County tax bills (currently 5%). Prepared by Governmental Management Services-South Florida, LLC Page 5

111 Table 6 Downtown Doral South - Assessment Area One Allocation of Par Debt - Combined Total Cost Total Allocation of Allocation of Par Debt Assessment Debt Assessment Land Use No. of Units* Allocated Par Debt Debt per Unit Total Per Unit* Townhome 52 $ 4,728,794 $ 5,108,189 $ 98, $ 247,412 $ 4, Cottage 124 $ 12,529,284 $ 13,534,517 $ 109, $ 655,537 $ 5, Single Family 219 $ 31,643,515 $ 34,182,295 $ 156, $ 1,655,601 $ 7, Totals 395 $ 48,901,594 $ 52,825,000 $ 2,558,550 * This amount will be grossed up to includes discounts for early payments and county and collection fees when collected on the Miami-Dade County tax bills (currently 5%). Prepared by Governmental Management Services-South Florida, LLC Page 6

112 Table 7 Downtown Doral South - Assessment Area One Preliminary Assessment Roll Folio Number Acreage Total Par Annual Assessment* See attached legal $ 52,825,000 $ 2,558,550 * This amount will be grossed up to includes discounts for early payments and county and collection fees when collected on the Miami-Dade County tax bills (currently 5%). Prepared by Governmental Management Services-South Florida, LLC Page 7

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120 THIRD SUPPLEMENTAL ASSESSMENT METHODOLOGY FOR DOWNTOWN DORAL SOUTH COMMUNITY DEVELOPMENT DISTRICT Assessment Area One July 18, 2018 Prepared by Governmental Management Services-South Florida, LLC 5385 N. Nob Hill Road Sunrise, FL 33351

121 1.0 Introduction The Downtown Doral South Community Development District (the District ), is a local unit of special-purpose government organized and existing under Chapter 190, Florida Statutes as amended. The District has issued and anticipates issuing up to $126,000,000 of debt in the form of notes or special assessment bonds (the Bonds ) for the purpose of financing certain infrastructure improvements within the District as described herein, more specifically described in the Engineer s Report for Infrastructure Improvements dated December 20, 2016 as supplemented on January 26, 2018 and June 26, 2018 and July 20, 2018 (the Engineer s Report ), prepared by Alvarez Engineers, Inc. The District has issued Series 2016 Notes in the principal amount of $10,000,000 on December 28, 2016, and the Series 2017 Notes on in the principal amount of $10,000,000 on November 20, 2017 )(the Series 2016 Notes together with the 2017 Notes, the Notes ) and will issue special assessment bonds in the principal amount of $17,970,000 (the Series 2018 Bonds )(and together with the Notes, the Debt ) for the purpose of financing an additional portion of the Area One Project, defined herein. The District is bifurcated into two distinct assessment areas for the purpose of levying assessments as described in the Engineer s Report which are referred to as Assessment Area One and Assessment Area Two. The original development plan for Assessment Area One which was planned for 203 single family units, 148 cottage units, and 52 townhomes, has been revised an is now planned for 134 estate home units, 242 single family units, and 52 townhomes (the Area One Development ), and Assessment Area Two is planned for 466 condominium units, 398 cluster units and 39 townhome units (the Area Two Development ) (collectively the Development ). The development plan for the Area One Development is shown in Table Purpose This Third Supplemental Assessment Methodology Report (the Report ) provides a methodology based on the Master Assessment Methodology Report adopted December 20, 2016 (the Master Methodology ) as supplemented by the First Supplemental Methodology Report dated January 24, 2017 and the Second Supplemental Methodology Report dated November 17, 2017 (collectively the Methodology Report ) that determines the amount of Debt to be allocated to specific properties within Assessment Area One of the District benefitting from certain public improvements to be acquired or constructed by the District, and to account for a change in the Area One Development. Any terms not herein defined will have the same meaning as defined in the Methodology Report. The public improvements that may be acquired or constructed by the District include, but are not limited to, stormwater management and control 1

122 facilities, including, but not limited to, related earthwork and acquisition of interests in land relating thereto; water and wastewater systems, including the payment of impact fees; road improvements; and including the payment of road impact fees; landscaping in public rights-of-way, including, but not limited to entrance features, perimeter buffers and acquisition of interests in land relating thereto; acquisition and/or construction of amenities such as clubhouse facilities open to the public; and related soft and incidental costs (the Project ). The cost of the Project is broken down by assessment area in the Engineer s Report; costs related to Assessment Area One (the Area One Project ) which benefit Assessment Area One are shown in Table 2. The District has and shall impose non-ad valorem special assessments on the benefited lands within the District to pay the debt associated with the Debt based on this Report. It is anticipated that the Developer will prepay the principal amount of the Notes assigned to each unit upon closing. It is also anticipated that all of the proposed special assessments not prepaid will be collected through the Uniform Method of Collection described in chapter , F.S. or any other legal means available to the District. It is not the intent of this Report to address any other assessments, if applicable, that may be levied by the District, a homeowner s association, or any other unit of government. 1.2 Background The District currently includes approximately gross acres in the City of Doral in Miami-Dade County, Florida. The planned community within Assessment Area One of the District is currently anticipated to consist of 134 estate home units, 242 Single family units, and 52 townhomes. The public improvements comprising the Area One Project contemplated by the District will provide facilities that benefit the assessable property within Assessment Area One of the District. The estimated costs are summarized in Table Assessment Methodology 2.1 Overview The District will issue $17,970,000 in principal amount of Series 2018 Bonds to finance approximately $16,694,782 of the public infrastructure improvements comprising the Area One Project, provide a debt service reserve account, fund capitalized interest through November 1, 2018, and fund the cost of issuance. It is the purpose of this methodology to allocate 2

123 the $17,970,000 in debt to the properties benefiting from a portion of the Area One Project financed by the Series 2018 Bonds. This Third Supplemental Methodology also will reallocate the debt associated with the Notes based on the current proposed site plan. Table 1 identifies the development plan for the Area One Development as identified by CC Homes at Doral, LLC, (the Area One Developer ). The unit types have changed from the original plan requiring an adjustment to the equivalent residential unit ( ERU ) assignment used in the Methodology Report. The single family unit will now be assigned one (1) ERU and based on the relative size and use the townhome units have been assigned an ERU of.91 and the estate home units have been assigned 1.64 ERUs. Other than the revised ERU assignments, this Third Supplemental Methodology does not alter the allocation of benefit and debt in the Methodology Report. Any terms not herein defined will have the same meaning as defined in the Methodology Report. The Engineer s Report outlines the public improvements needed to support the Area One Development and are shown in Table 2. The public improvements needed are described in detail in the Engineer s Report and are estimated to cost approximately $48,901,594. $9,709,000 of these improvements have been funded by the Series 2017 Notes, $9,682,000 of these improvements have been funded by the Series 2016 Notes, and an additional portion of the public improvements will be funded through the issuance of the Series 2018 Bonds, the balance of the improvements not funded by the Debt will be provided through a Developer contribution of infrastructure. Based on the estimated costs to be funded at this time, the size of the Series 2018 Bonds issue needed to generate funds to pay for a portion of the Area One Project, fund the debt service reserve account, fund capitalized interest through November 1, 2018, and pay the cost of issuance was determined by the District s Underwriter to total $17,970,000, Table 3 depicts the breakdown of the Series 2018 Bond sizing. The 2016 Note and 2017 Note sizing is also shown in Table Allocation of Debt Allocation of debt is a continuous process until the development plan is completed. The initial assessments will be levied on Assessment Area One within the District on an equal acre basis for each parcel. Once platting, the recording of a declaration of condominium, or other means of identifying individual lots ( Assigned Properties ) has begun, the assessments will be allocated to the Assigned Properties based on the 3

124 benefits they receive. The Unassigned Properties, defined as developable acres that are not Assigned Properties and as a result will continue to be assessed on a per acre basis. Eventually the development plan will be completed and the debt relating to the Notes will be allocated to the planned 428 lots within Assessment Area One of the District, which are the beneficiaries of the infrastructure improvements, as depicted in Table 4. In accordance with the benefit allocation in Table 4, a total par amount per unit and an annual debt assessment per unit for the Debt have been calculated for each unit as illustrated in Table 5. These amounts represent the preliminary anticipated per unit debt allocations assuming all anticipated units are built and sold in the proportions planned, and the entire proposed infrastructure program is constructed or acquired and financed by the District. If there are changes to the development plan, a true up of the assessment will be calculated to determine if a payment from the Area One Developer is required. This process is outlined is Section True Up Although the District does not process plats, declaration of condominiums, site plans or revisions for the Developer, it does have an important role to play during the course of platting and site planning. Whenever a plat, declaration of condominium or site plan or revision is processed, the District must allocate a portion of the Debt to the property according to the methodology outlined herein. In addition, the District must also prevent any buildup of Debt on Unassigned Property. Otherwise, the land could be fully conveyed and/or platted without all of the Debt being allocated. To preclude this, at the time Unassigned Properties become Assigned Properties, the District will determine the amount of anticipated assessment revenue that remains on the Unassigned Properties, taking into account the proposed plat or site plan approval. If the total anticipated assessment revenue to be generated from the Assigned and Unassigned Properties is greater than or equal to the maximum annual debt service then no adjustment is required. In the case that the revenue generated is less than the required amount then a debt reduction payment by the Area One Developer in the amount necessary to reduce the par amount of the outstanding Debt to a level that will be supported by the new maximum annual debt service, plus accrued interest will be required. 4

125 4.0 Assessment Roll The District will initially distribute the liens across the property within the District boundaries on a gross acreage basis to Assessment Area One. As Assigned Property becomes known with certainty, the District will refine its allocation of Debt from a per acre basis to a per unit basis as shown in Table 5. If the land use plan changes, then the District will update Table 5 to reflect the changes. As the development process occurs, the Debt will be distributed against the Assigned Property in the manner described in this Assessment Methodology. The current assessment roll is depicted in Table Additional Information Governmental Management Services-South Florida, LLC (GMS) does not represent the District as a Municipal Advisor or Security Broker, nor is GMS registered to provide such services as described in Section 15B of the Security and Exchange Act of 1934, as amended. Similarly, GMS does not provide the District with financial advisory services or offer investment advice. Certain information in this report was provided by members of the District staff, the Developer or other professionals hired in conjunction with the bond issuance, GMS makes no representation regarding the information provided by others. 5

126 Table 1 Downtown Doral South - Assessment Area One Development Plan Assessment Area One Land Use No. of Units* ERUs per Unit Total ERUs Townhome Single Family Estate Homes Totals * Unit count may vary depending on market conditions Prepared by Governmental Management Services-South Florida, LLC Page 1

127 Table 2 Downtown Doral South - Assessment Area One Estimated Total Construction Costs Category Cost* Soft Costs Site Development $268,538 Earthwork Import $1,802,958 Earthwork (Other) $1,712,462 Lift Station $539,501 Onsite, Common, CDD Roads $6,758,821 Perimeter Buffers $268,230 Amenities (Public) $2,250,000 Offsite Improvements $3,026,563 Cont. EW, LS, Roads,Buffers, Amenities, Offsite Imp. $1,885,853 Alley Roads $2,699,730 Lake Tract- Land Acquisition $4,395,300 CDD Rights of Way - Land Acquisition $9,801,225 Water & Sewer Connection Charges $1,670,062 Miami-Dade County Road Impact Fees $3,322,352 Recreational Facilities $8,500,000 Total $48,901,594 * From Engineer's Estimate of Costs provided by Alvarez Engineers, Inc. Prepared by Governmental Management Services-South Florida, LLC Page 2

128 Table 3 Downtown Doral South - Assessment Area One Debt Sizing Series Series Series 2016 Notes 2017 Notes 2018 Bonds Totals Project Fund $9,682,000 $9,709,000 $16,694,782 $36,085,782 Debt Service Reserve $75,000 $75,000 $465,149 $615,149 Capitalized Interest $0 $0 $235,919 $235,919 Issuance Costs, incl UW $243,000 $216,000 $574,150 $1,033,150 Par Amount $10,000,000 $10,000,000 $17,970,000 $37,970,000 Terms Interest Rate (1) 1.89% 2.11% 5.05% Amortization 5 yr interest only 5 yr interest only 30 yrs Capitalized Interest through NA NA through 11/1/18 Debt Service Reserve Fixed Fixed 40% of MADS (2) (1) The Notes are draw down notes, and have a variable interest rate that adjust each May 1 and November 1 per the respective term sheets relating to each series of Notes. (2) Set at 40% of the initial Maximum Annual Debt Service(MADS). Prepared by Governmental Management Services-South Florida, LLC Page 3

129 Table 4 Downtown Doral South - Assessment Area One Allocation of Project Costs Financed Assessment Area One Series 2016 Series 2017 Series 2018 Allocated Allocated Allocated Total Costs Land Use No. of Units ERUs per Unit Total ERUs Costs Costs Costs per Unit Townhome $ 899,808 $ 902,317 $1,551, $ 64, Single Family $ 4,586,384 $ 4,599,174 $7,908, $ 70, Estate Homes $ 4,195,808 $ 4,207,509 $7,234, $ 116, Totals $ 9,682,000 $ 9,709,000 $16,694,782 Prepared by Governmental Management Services-South Florida, LLC Page 4

130 Table 5 Downtown Doral South - Assessment Area One Allocation of Par Debt Series 2016 Notes Annual Annual Total Cost Total Allocation of Allocation of Par Debt Assessment Debt Assessment Land Use No. of Units Allocated Par Debt Debt per Unit Total Per Unit* Townhome 52 $ 899,808 $ 929,362 $ 17, $ 17,565 $ Single Family 242 $ 4,586,384 $ 4,737,021 $ 19, $ 89,530 $ Estate Homes 134 $ 4,195,808 $ 4,333,617 $ 32, $ 81,905 $ Totals 428 $ 9,682,000 $ 10,000,000 $ 189,000 Series 2017 Notes Annual Annual Total Cost Total Allocation of Allocation of Par Debt Assessment Debt Assessment Land Use No. of Units Allocated Par Debt Debt per Unit Total Per Unit* Townhome 52 $ 902,317 $ 929,362 $ 17, $ 19,610 $ Single Family 242 $ 4,599,174 $ 4,737,021 $ 19, $ 99,951 $ Estate Homes 134 $ 4,207,509 $ 4,333,617 $ 32, $ 91,439 $ Totals 428 $ 9,709,000 $ 10,000,000 $ 211,000 Series 2018 Bonds Annual Annual Annual Debt Total Cost Total Allocation of Allocation of Par Debt Assessment Debt Assessment Assessment/Unit Land Use No. of Units Allocated Par Debt Debt per Unit Total Per Unit* (November Payment) Townhome 52 $1,551, $ 1,670,063 $ 32, $ 108,073 $ 2, $ 2, Single Family 242 $7,908, $ 8,512,427 $ 35, $ 550,855 $ 2, $ 2, Estate Homes 134 $7,234, $ 7,787,510 $ 58, $ 503,944 $ 3, $ 3, Totals 428 $ 16,694,782 $ 17,970,000 $ 1,162,873 Combined Totals $ 36,085,782 $ 37,970,000 $ 1,562,873 * This amount will be grossed up to include discounts for early payments and county collection fees if collected on the Miami-Dade County tax bills (currently 5%). Prepared by Governmental Management Services-South Florida, LLC Page 5

131 Table 6 Downtown Doral South - Assessment Area One Assessment Roll - Series 2018 Folio Number Acreage Total Par Annual Assessment* See attached legal $17,970,000 $ 1,162,873 * This amount will be grossed up to include discounts for early payments and county collection fees if collected on the Miami-Dade County tax bills (currently 5%). Prepared by Governmental Management Services-South Florida, LLC Page 6

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