new issue - book-entry-only not rated limited offering …

NEW ISSUE - BOOK-ENTRY-ONLY NOT RATED

LIMITED OFFERING

In the opinion of Bond Counsel, assuming continuing compliance with certain tax covenants, interest on the Series 2008 Bonds is excluded

from gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions. Interest on the Series 2008 Bonds

is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, see “TAX

MATTERS” herein for a description of the alternative minimum tax on corporations and certain other federal tax consequences of ownership of the

Series 2008 Bonds. Bond Counsel is further of the opinion that the Series 2008 Bonds and the interest thereon are not subject to taxation by the State of

Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by

corporations, as defined in said Chapter 220, Florida Statutes. For a more complete discussion of tax aspects, see “TAX MATTERS” herein.

THE VILLAGE AT GULFSTREAM PARK COMMUNITY DEVELOPMENT DISTRICT

(City of Hallandale Beach, Florida)

$60,285,000

Special Assessment Revenue Bonds, Series 2008

Dated: Date of Delivery Due: May 1, as shown below

The Village at Gulfstream Park Community Development District Special Assessment Revenue Bonds, Series 2008 (the “Series 2008 Bonds”)

are being issued by The Village at Gulfstream Park Community Development District (the “District”) in fully registered form, without coupons, in

authorized denominations of $5,000 and any integral multiple thereof; provided, however, that the Series 2008 Bonds will be delivered to the initial

purchasers in minimum amounts of $100,000 and integral multiples of $5,000 in excess thereof. The Series 2008 Bonds will bear interest at the rates set

forth below, calculated on the basis of a 360-day year comprised of twelve thirty-day months, payable semi-annually on each May 1 and November 1,

commencing May 1, 2008. The Series 2008 Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust

Company (“DTC”), New York, New York. Purchases of beneficial interests in the Series 2008 Bonds will be made in book-entry-only form and

purchasers of beneficial interests in the Series 2008 Bonds will not receive physical bond certificates. For so long as the book-entry only system is

maintained, the principal of, premium, if any, and interest on the Series 2008 Bonds will be paid from the sources described herein by Regions Bank,

as trustee (the “Trustee”), to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of

DTC and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and Indirect Participants, as more fully

described herein. Any purchaser, as a beneficial owner of a Series 2008 Bond, must maintain an account with a broker or dealer who is, or acts

through, a DTC Participant in order to receive payment of the principal of, premium, if any, and interest on such Series 2008 Bond. See “BOOK-

ENTRY ONLY SYSTEM” herein.

The Series 2008 Bonds are subject to optional, mandatory and extraordinary mandatory redemption at the times, in the amounts and at the

redemption prices as more fully described herein. In addition, the Series 2008 Bonds may be subject to mandatory tender on May 1, 2011 and may be

subject to optional purchase on May 1, 2015, as further described herein.

The proceeds of the Series 2008 Bonds will be applied by the District to (i) finance the cost of the acquisition, construction, installation and

equipping the 2008 Project (as defined herein), (ii) pay the interest to accrue on the Series 2008 Bonds through November 1, 2009, (iii) fund the 2008

Reserve Account in the amount of the 2008 Reserve Account Requirement, and (iv) pay certain costs of issuance of the Series 2008 Bonds.

The District is a local unit of special-purpose government of the State of Florida, created in accordance with the Uniform Community

Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”) and Ordinance 2007-05 enacted by the City Commission of

the City of Hallandale Beach, Florida (the “City”) effective May 2, 2007. The Series 2008 Bonds are being issued pursuant to the Act and a Master

Trust Indenture dated as of January 1, 2008, as supplemented by a First Supplemental Trust Indenture dated as of January 1, 2008 (collectively, the

“Indenture”), each entered into by and between the District and the Trustee. Capitalized terms not otherwise defined herein shall have the meanings

assigned to them in the Indenture. The Series 2008 Bonds are secured by a pledge of the 2008 Pledged Revenues and the 2008 Pledged Funds, as

defined herein. The 2008 Pledged Revenues consist of all revenues received by the District from Series 2008 Assessments levied and imposed

pursuant to the Assessment Proceedings, which include amounts received as prepayments of Series 2008 Assessments and any interest and penalties

on such Series 2008 Assessments pursuant to all applicable provisions of the Act, Chapter 170, Florida Statutes, as amended, and Chapter 197, Florida

Statutes, as amended, (and any successor statutes thereto) including, without limitation, amounts received from any foreclosure proceeding for the

enforcement of collection of such Series 2008 Assessments or from the issuance and sale of tax certificates with respect to such Series 2008

Assessments, less (to the extent applicable) the fees and costs of collection thereof and any other amounts paid to the District for deposit into the 2008

Revenue Account including User Fee Revenues, as defined herein.

THE SERIES 2008 BONDS AUTHORIZED UNDER THE INDENTURE AND THE OBLIGATION EVIDENCED THEREBY SHALL NOT

CONSTITUTE A LIEN UPON ANY PROPERTY OF THE DISTRICT, INCLUDING, WITHOUT LIMITATION, THE 2008 PROJECT OR ANY

PORTION THEREOF IN RESPECT OF WHICH ANY SUCH SERIES 2008 BONDS ARE BEING ISSUED, OR ANY PART THEREOF, BUT SHALL

CONSTITUTE A LIEN ONLY ON THE 2008 TRUST ESTATE AS SET FORTH IN THE INDENTURE. NOTHING IN THE SERIES 2008 BONDS

AUTHORIZED UNDER THE INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE DISTRICT TO PAY THE SERIES 2008 BONDS OR THE

REDEMPTION PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE 2008 TRUST ESTATE, OR AS PLEDGING THE FAITH AND

CREDIT OF THE DISTRICT, THE CITY, BROWARD COUNTY, FLORIDA (“THE COUNTY”) OR THE STATE OF FLORIDA OR ANY OTHER

POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE DISTRICT, THE CITY, BROWARD COUNTY, FLORIDA OR THE STATE OF

FLORIDA OR ANY OTHER POLITICAL SUBDIVISION, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY

FORM OF TAXATION WHATEVER THEREFOR.

The Series 2008 Bonds involve a degree of risk (See “BONDHOLDERS' RISKS” herein) and are not suitable for all investors (See

“SUITABILITY FOR INVESTMENT” herein). The Underwriter is limiting this Offering to “Accredited Investors” within the meaning of Chapter

517, Florida Statutes, as amended, and the rules of the Florida Department of Financial Services promulgated thereunder; the limitation of the

initial Offering to Accredited Investors does not denote restrictions of transfer in any secondary market for the Series 2008 Bonds. The Series 2008

Bonds are not credit enhanced or rated and no application has been made for a rating with respect to the Series 2008 Bonds.

Amounts, Interest Rates, Maturities, Prices and CUSIPS

$60,285,000, 6.875% 2008 Term Bonds Due May 1, 2039 Price 100.00% CUSIP No. 40274J AA1*

* The District is not responsible for the use of CUSIP numbers nor is any representation made as to their correctness. They are included solely for the

convenience of the readers of this Limited Offering Memorandum

This cover page contains certain information for quick reference only. It is not a summary of the Series 2008 Bonds. Investors must read

this entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision.

The Series 2008 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to the receipt

of the opinion of Akerman Senterfitt, Orlando, Florida, Bond Counsel, as to the validity of the Series 2008 Bonds and the excludability of interest

thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the Underwriter by its counsel, Bryant

Miller Olive P.A., Orlando, Florida, for the District by its counsel, Billing, Cochran, Heath, Lyles, Mauro, Anderson & Ramsey, P.A., Fort Lauderdale,

Florida, for the Developer by David Gordon, Esquire, Associate General Counsel to Forest City Enterprises, Inc. and Akerman Senterfitt, Fort

Lauderdale, Florida. It is expected that the Series 2008 Bonds will be delivered in book-entry form through the facilities of DTC on or about January

31, 2008.

Banc of America Securities LLCJanuary 30, 2008


BOARD OF SUPERVISORS

Charles H. Ratner, Chairman

Irv Zeldman, Vice Chairman

Sheldon B. Guren, Assistant Secretary

Mary Milu, Assistant Secretary

Dennis Testa, Assistant Secretary

DISTRICT MANAGER & FINANCIAL CONSULTANT

Fishkind & Associates

Orlando, Florida

COLLECTION AGENT

MuniCap, Inc.

Ellicott City, Maryland

COUNSEL TO THE DISTRICT

Billing, Cochran, Heath, Lyles, Mauro, Anderson & Ramsey, P.A.

Ft. Lauderdale, Florida

CONSULTING ENGINEER

Alvarez Engineers, Inc.

Miami, Florida

BOND COUNSEL

Akerman Senterfitt

Orlando, Florida

J:\wdox\Docs\CLIENTS\6170\18\DISCDOC\00219418.DOC

NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE

DISTRICT OR THE UNDERWRITER TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS,

OTHER THAN THOSE CONTAINED IN THIS LIMITED OFFERING MEMORANDUM, AND IF GIVEN OR

MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS

HAVING BEEN AUTHORIZED BY EITHER OF THE FOREGOING. THIS LIMITED OFFERING

MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER

TO BUY AND THERE SHALL BE NO OFFER, SOLICITATION OR SALE OF THE SERIES 2008 BONDS BY

ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE

SUCH OFFER, SOLICITATION OR SALE.

THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING

MEMORANDUM IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS

UNDER THE UNITED STATES FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND

CIRCUMSTANCES OF THIS TRANSACTION. THE INFORMATION SET FORTH HEREIN HAS BEEN

FURNISHED BY THE DISTRICT AND OBTAINED FROM SOURCES, INCLUDING THE LANDOWNER

AND THE DEVELOPER, WHICH ARE BELIEVED BY THE DISTRICT AND THE UNDERWRITER TO BE

RELIABLE, BUT IT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS, AND IS NOT TO BE

CONSTRUED AS A REPRESENTATION OF THE UNDERWRITER. THE INFORMATION AND

EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER

THE DELIVERY OF THIS LIMITED OFFERING MEMORANDUM, NOR ANY SALE MADE HEREUNDER,

SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO

CHANGE IN THE AFFAIRS OF THE DISTRICT OR THE DEVELOPER SINCE THE DATE HEREOF.

THE SERIES 2008 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, IN

RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH LAWS. THE REGISTRATION OR

QUALIFICATION OF THE SERIES 2008 BONDS UNDER THE SECURITIES LAWS OF ANY JURISDICTION

IN WHICH THEY MAY HAVE BEEN REGISTERED OR QUALIFIED, IF ANY, SHALL NOT BE REGARDED

AS A RECOMMENDATION THEREOF. NONE OF SUCH JURISDICTIONS, OR ANY OF THEIR AGENCIES,

HAVE PASSED UPON THE MERITS OF THE SERIES 2008 BONDS OR THE ACCURACY OR

COMPLETENESS OF THIS LIMITED OFFERING MEMORANDUM.

CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS LIMITED

OFFERING MEMORANDUM CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE

MEANING OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,

SECTION 21E OF THE UNITED STATES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF

THE SECURITIES ACT. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY

USED SUCH AS “PLAN,” “EXPECT,” “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “BUDGET” OR OTHER

SIMILAR WORDS.

i

TABLE OF CONTENTS

Page

SUMMARY STATEMENT........................................................................................................................................... iv

Bondholders' Risks; Limited Offering ................................................................................................................ iv

The District ............................................................................................................................................................. iv

The Series 2008 Bonds ........................................................................................................................................... iv

Purpose of the Series 2008 Bonds ......................................................................................................................... v

The Development and the Developer.................................................................................................................. v

Security for the Series 2008 Bonds........................................................................................................................ v

Debt Service Reserve Fund...................................................................................................................................vi

Additional Obligations ........................................................................................................................................vii

INTRODUCTION.......................................................................................................................................................... 1

DESCRIPTION OF THE SERIES 2008 BONDS.......................................................................................................... 3

General Description................................................................................................................................................ 3

Redemption and Purchase Provisions ................................................................................................................. 4

Mandatory Tender of Bonds ................................................................................................................................. 6

BOOK-ENTRY ONLY SYSTEM................................................................................................................................... 7

SECURITY FOR THE SERIES 2008 BONDS ............................................................................................................ 11

General ................................................................................................................................................................... 11

User Fee Revenues................................................................................................................................................ 12

Deferred Costs....................................................................................................................................................... 13

Prepayment of Special Assessments .................................................................................................................. 13

Covenant Against Sale or Encumbrance ........................................................................................................... 14

Debt Service Reserve Fund.................................................................................................................................. 14

Deposit and Application of Pledged Revenues................................................................................................ 15

Investment or Deposit of Funds ......................................................................................................................... 17

Majority Owner Controls Proceedings .............................................................................................................. 18

Additional Obligations ........................................................................................................................................ 18

THE SERIES 2008 ASSESSMENTS ............................................................................................................................ 18

General ................................................................................................................................................................... 18

Methodology ......................................................................................................................................................... 19

Projected Level of District Assessments ............................................................................................................ 19

Enforcement and Collection of Assessments .................................................................................................... 20

Collection Through Lien Foreclosure ................................................................................................................ 20

BONDHOLDERS' RISKS ............................................................................................................................................ 21

SOURCES AND USES OF FUNDS ........................................................................................................................... 27

DEBT SERVICE REQUIREMENTS ........................................................................................................................... 28

THE DISTRICT............................................................................................................................................................. 29

General ................................................................................................................................................................... 29

Governance............................................................................................................................................................ 29

Powers and Authority.......................................................................................................................................... 30

The District Manager and Other Consultants................................................................................................... 32

ii

THE CAPITAL IMPROVEMENT PLAN AND 2008 PROJECT ............................................................................ 32

THE LANDOWNER AND THE DEVELOPER ....................................................................................................... 33

Forest City Enterprises Overview ...................................................................................................................... 34

MEC Overview ..................................................................................................................................................... 34

THE DEVELOPMENT ................................................................................................................................................ 36

Overview ............................................................................................................................................................... 36

Phasing of Project ................................................................................................................................................. 37

Phase I .................................................................................................................................................................... 37

Vertical Completion Guaranty............................................................................................................................ 38

Future Phases ........................................................................................................................................................ 38

Development/Management of the Project......................................................................................................... 39

Description of the Retail and Leasing Status .................................................................................................... 39

Hotel ....................................................................................................................................................................... 40

Residential Product Offerings / Marketing ....................................................................................................... 40

Parking Facilities................................................................................................................................................... 40

Development Finance Plan.................................................................................................................................. 40

Phase I Estimated Sources and Uses .................................................................................................................. 41

Zoning, Permitting, Environmental and Restrictive Covenants .................................................................... 41

Area Composition ................................................................................................................................................ 41

Retail Competition................................................................................................................................................ 42

Taxes and Assessments........................................................................................................................................ 43

User Fee Revenues................................................................................................................................................ 43

Allocated Debt and Net Debt Service by Product Type .................................................................................. 45

TAX MATTERS............................................................................................................................................................ 45

AGREEMENT BY THE STATE.................................................................................................................................. 47

LEGALITY FOR INVESTMENT................................................................................................................................ 47

SUITABILITY FOR INVESTMENT ........................................................................................................................... 47

ENFORCEABILITY OF REMEDIES.......................................................................................................................... 47

FINANCIAL STATEMENTS...................................................................................................................................... 48

LITIGATION ................................................................................................................................................................ 48

The District ............................................................................................................................................................ 48

The Developer....................................................................................................................................................... 48

NO RATING................................................................................................................................................................. 49

CONTINUING DISCLOSURE................................................................................................................................... 49

UNDERWRITING ....................................................................................................................................................... 49

EXPERTS....................................................................................................................................................................... 50

CONTINGENT FEES .................................................................................................................................................. 50

VALIDATION.............................................................................................................................................................. 50

FORWARD-LOOKING STATEMENTS ................................................................................................................... 50

LEGAL MATTERS....................................................................................................................................................... 51

iii

AUTHORIZATION AND APPROVAL.................................................................................................................... 52

APPENDICES

APPENDIX A User Fee Projections

APPENDIX B District Engineer's Report

APPENDIX C Form of Master Trust Indenture and First Supplemental Trust Indenture

APPENDIX D Proposed Form of Opinion of Bond Counsel

APPENDIX E Proposed Form of Disclosure Agreement

APPENDIX F Assessment Methodology

iv

SUMMARY STATEMENT

This Summary Statement is part of this Limited Offering Memorandum, and is subject in

all respects to the more complete information and definitions contained in or incorporated in

this Limited Offering Memorandum. This Summary Statement should not be considered to be a

complete statement of the facts material to making an investment decision. The offering by The

Village at Gulfstream Park Community Development District (the “District”) of its Special

Assessment Revenue Bonds, Series 2008 (the “Series 2008 Bonds”) to potential investors is made

only by means of this entire Limited Offering Memorandum. No person is authorized to detach

this Summary Statement from this Limited Offering Memorandum or to otherwise use it

without the entire Limited Offering Memorandum. Unless otherwise defined, all capitalized

terms in this Summary Statement shall be as defined herein, in the Indenture (herein defined) or

in the text of this Limited Offering Memorandum.

Bondholders' Risks; Limited Offering

An investment in the Series 2008 Bonds involves certain risks. The Series 2008 Bonds

will be 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 restriction upon resales of the Series 2008 Bonds. See

“SECURITY FOR THE SERIES 2008 BONDS,” “BONDHOLDERS' RISKS” and “SUITABILITY

FOR INVESTMENT” herein.

The District

The District is a local unit of special purpose government of the State of Florida (the

“State”) created in accordance with the Uniform Community Development District Act of 1980,

Chapter 190, Florida Statutes, as amended (the “Act”) and Ordinance 2007-05 enacted by the

City Commission of the City of Hallandale Beach, Florida (the “City Commission”), effective on

May 2, 2007. The land within the District (the “District Lands”) consists of approximately 55

acres located in the City of Hallandale Beach, Florida (the “City”). For more complete

information about the District, see “THE DISTRICT” herein.

The Series 2008 Bonds

The Series 2008 Bonds are being issued pursuant to the Act and a Master Trust

Indenture, dated as of January 1, 2008, as supplemented by a First Supplemental Trust

Indenture dated as of January 1, 2008 (collectively, the “Indenture”), by and between the

District and Regions Bank, as trustee (the “Trustee”). The form of the Indenture is reproduced

herein in “APPENDIX C - Form of Master Trust Indenture and First Supplemental Trust

Indenture.” The Series 2008 Bonds will be issued in fully registered form, in authorized

denominations of $5,000 and any integral multiple thereof; provided, however, that the Series

2008 Bonds will be sold to initial purchasers in minimum amounts of $100,000 and any integral

multiple of $5,000 in excess thereof. Interest on the Series 2008 Bonds is payable on May 1 and

November 1 of each year, commencing May 1, 2008, until maturity or prior redemption. The

v

Series 2008 Bonds are subject to redemption prior to their stated dates of maturity, as provided

herein. The Series 2008 Bonds are initially being issued in book-entry only form. See

“DESCRIPTION OF THE SERIES 2008 BONDS” and “BOOK-ENTRY ONLY SYSTEM” herein.

Purpose of the Series 2008 Bonds

The proceeds of the Series 2008 Bonds will be applied by the District to (i) finance the

cost of the acquisition, construction, installation and equipping the 2008 Project (as defined

herein), (ii) pay the interest to accrue on the Series 2008 Bonds through November 1, 2009, (iii)

fund the 2008 Reserve Account in an amount of the 2008 Reserve Account Requirement, and

(iv) pay certain costs of issuance of the Series 2008 Bonds.

The Development and the Developer

The District was created for the purpose of financing and managing the construction,

acquisition and maintenance of the public infrastructure and other public facilities of The

Village at Gulfstream Park, which is planned as an approximately 55 acre mixed-use

development, including retail, commercial office and residential uses located in the City of

Hallandale Beach, Florida (the “Development”). Upon completion, the Development is

expected to include approximately 1,500 residential units, 750,000 square feet of retail space,

140,000 square feet of office space, 500 hotel rooms, a 2,500 seat cinema facility and surface and

structured parking facilities. The developer of the Development is The Village at Gulfstream

Park, LLC a Delaware limited liability company (the “Developer”) owned equally by two

members, GPRA Commercial Enterprises, Inc. and FC Gulfstream Park, Inc. See “THE

LANDOWNER AND THE DEVELOPER” and “THE DEVELOPMENT” herein for additional

information regarding the Developer and the Development.

Security for the Series 2008 Bonds

THE SERIES 2008 BONDS AUTHORIZED UNDER THE INDENTURE AND THE

OBLIGATION EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY

PROPERTY OF THE DISTRICT, INCLUDING, WITHOUT LIMITATION, THE 2008 PROJECT

OR ANY PORTION THEREOF IN RESPECT OF WHICH ANY SUCH BONDS ARE BEING

ISSUED, OR ANY PART THEREOF, BUT SHALL CONSTITUTE A LIEN ONLY ON THE 2008

TRUST ESTATE AS SET FORTH IN THE INDENTURE. NOTHING IN THE SERIES 2008

BONDS AUTHORIZED UNDER THE INDENTURE SHALL BE CONSTRUED AS

OBLIGATING THE DISTRICT TO PAY THE SERIES 2008 BONDS OR THE REDEMPTION

PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE 2008 TRUST ESTATE,

OR AS PLEDGING THE FAITH AND CREDIT OF THE DISTRICT, THE CITY, BROWARD

COUNTY, FLORIDA OR THE STATE OF FLORIDA OR ANY OTHER POLITICAL

SUBDIVISION THEREOF, OR AS OBLIGATING THE DISTRICT, THE CITY, BROWARD


SUBDIVISION, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO

PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR.

vi

The principal of, redemption premium, if any, and interest on the Series 2008 Bonds is

secured by a pledge of and a lien upon the 2008 Pledged Revenues and the 2008 Pledged Funds

as provided in the Indenture, which together constitute the 2008 Trust Estate. The 2008 Pledged

Revenues consist of all revenues received by the District from Series 2008 Assessments levied

and imposed pursuant to the Assessment Proceedings, which include amounts received as

prepayments of Series 2008 Assessments and any interest and penalties on such Series 2008

Assessments pursuant to all applicable provisions of the Act, Chapter 170, Florida Statutes, as

amended, and Chapter 197, Florida Statutes, as amended, (and any successor statutes thereto)

including, without limitation, amounts received from any foreclosure proceeding for the

enforcement of collection of such Series 2008 Assessments or from the issuance and sale of tax

certificates with respect to such Series 2008 Assessments, less (to the extent applicable) the fees

and costs of collection thereof and any other amounts paid to the District for deposit into the

2008 Revenue Account, including User Fee Revenues, as described below. See “SECURITY FOR

THE SERIES 2008 BONDS” herein.

The Developer has caused a Declaration of Covenants to be recorded in the property

records of Broward County obligating any occupant, which includes persons or entities which

own, occupy or lease land included in the Developer’s leasehold estate under the Ground Lease

(as defined below), to pay a user fee equal to 0.50% on certain exchanges of goods or services for

money (“User Fee Revenues”). The Developer has assigned its rights and interests in the User

Fee Revenues to the District. The District may use the User Fee Revenues to pay principal and

interest on the Series 2008 Bonds through maturity and costs of operating and maintaining

District property through November 1, 2010. The District and the Developer anticipate entering

into a User Fee Collection Agent Agreement (the “Collection Agreement”) with Municap, Inc.

(the “Collection Agent”) pursuant to which the Collection Agent will agree to collect the User

Fee Revenues from each of the occupants described above. All User Fee Revenues shall be

deposited in the User Fee Fund established and held by the Trustee. Amounts in the User Fee

Fund shall be applied to pay the fees and costs due the Collection Agent pursuant to the

Collection Agreement, operation and maintenance expenses of the District through November

1, 2010 and otherwise shall be deposited in the 2008 Revenue Account in accordance with the

Indenture. See “THE DEVELOPMENT - User Fee and Allocated Retail Debt Service.”

The Series 2008 Assessments are levied and imposed in an amount equal to 100% of the

Series 2008 Debt Service.

Debt Service Reserve Fund

A 2008 Reserve Account will be created under the Indenture within the Debt Service

Reserve Fund for the benefit of the Series 2008 Bonds. Pursuant to the Indenture, “2008 Reserve

Account Requirement” shall mean, (a) with respect to the Series 2008 Bonds, (i) initially on the

date of issuance of the Series 2008 Bonds, an amount equal to 5.0 % of the aggregate principal

amount of the Outstanding Series 2008 Bonds (initially $3,014,250.00 which represents 50% of

the average annual debt service for the Series 2008 Bonds, and (b) at anytime after the issuance

vii

of the Series 2008 Bonds, the Initial 2008 Reserve Account Percentage times the Deemed

Outstanding Series 2008 Bonds as of the time of calculation.

Pursuant to the Indenture, “Initial 2008 Reserve Account Percentage” means the result of

dividing (i) 2008 Reserve Account Requirement on the date of initial issuance and delivery of

the Series 2008 Bonds ($3,014,250.00) by (ii) the initial Outstanding aggregate principal amount

of the Series 2008 Bonds, which equals 5.0%.

Further, pursuant to the Indenture, “Deemed Outstanding” means the aggregate

Outstanding principal amount of the Series 2008 Bonds reduced by the result of dividing (A)

the amount on deposit in the Prepayment Subaccount in the 2008 Redemption Account by (B) 1

minus the Initial 2008 Reserve Account Percentage. See “SECURITY FOR THE SERIES 2008

BONDS - Debt Service Reserve Fund” herein.

Additional Obligations

The District shall not issue any obligations, other than the Series 2008 Bonds and

Refunding Bonds payable from the revenues derived by the District from the Series 2008

Assessments, nor voluntarily create or cause to be created any debt, lien, pledge, assignment,

encumbrance or other charge, other than maintenance special assessments, thereon. The

District does anticipate issuing future series of bonds secured by assessments on future phases

of the Development. See “SECURITY FOR THE SERIES 2008 BONDS - Additional Obligations”

herein.

1

LIMITED OFFERING MEMORANDUM


(City of Hallandale Beach, Florida)

$60,285,000

Special Assessment Revenue Bonds, Series 2008

INTRODUCTION

The purpose of this Limited Offering Memorandum, including the cover page, summary

statement and appendices hereto, is to provide certain information in connection with the

issuance and sale by the District of its Series 2008 Bonds.

PROSPECTIVE INVESTORS SHOULD BE AWARE OF CERTAIN RISK FACTORS,

ANY OF WHICH, IF MATERIALIZED TO A SUFFICIENT DEGREE, COULD DELAY OR

PREVENT PAYMENT OF PRINCIPAL OF, PREMIUM, IF ANY, AND/OR INTEREST ON THE

SERIES 2008 BONDS. THE SERIES 2008 BONDS ARE NOT A SUITABLE INVESTMENT FOR

ALL INVESTORS. THE SERIES 2008 BONDS ARE BEING OFFERED INITIALLY 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. See “SUITABILITY FOR

INVESTMENT” and “BONDHOLDERS' RISKS” herein.

The District is a local unit of special purpose government of the State created pursuant

to the Act, Ordinance 2007-05 (the “Ordinance”) enacted by the City, effective on May 2, 2007.

The District was established for the purpose of financing the acquisition and construction of and

managing the maintenance and operation of the public infrastructure and other public facilities

necessary for development of the lands within the District. The Act authorizes the District to

issue bonds for purposes, among others, of financing the cost of the design, acquisition and

construction of roadway improvements, a stormwater management system, water distribution

and wastewater collection systems, and other basic infrastructure projects within or outside the

boundaries of the District.

For more complete information about the District, its Board of Supervisors and the

District Manager, see “THE DISTRICT” herein.

The District Lands are being developed by The Village at Gulfstream Park, LLC, a

Delaware limited liability company (the “Developer”). The development within the District is

known as The Village at Gulfstream Park, planned as an approximately 55 acre mixed-use

development, including retail, commercial office and residential uses located in the City of

Hallandale Beach, Florida (the “Development”). Upon completion, the Development is

expected to include approximately 1,500 residential units, 750,000 square feet of retail space,

140,000 square feet of office space, 500 hotel rooms, a 2,500 seat cinema facility and structured

public parking facilities. See “THE DEVELOPMENT” and “THE LANDOWNER AND THE

DEVELOPER” herein.

2

The Series 2008 Bonds are being issued pursuant to the Act and a Master Trust

Indenture dated as of January 1, 2008, as supplemented by a First Supplemental Trust Indenture

dated as of January 1, 2008 (collectively, the “Indenture”) each by and between the District and

Regions Bank, as trustee (the “Trustee”). Reference is made to the Indenture for a full statement

of the authority for, and the terms and provisions of, the Series 2008 Bonds. All capitalized

terms used in this Limited Offering Memorandum that are not defined herein shall have the

respective meanings set forth in the Indenture. See “APPENDIX C - Form of Master Trust

Indenture and First Supplemental Trust Indenture” herein.

The proceeds of the Series 2008 Bonds will be applied by the District to (i) finance the

cost of the acquisition, construction, installation and equipping the 2008 Project (as defined

herein), (ii) pay the interest to accrue on the Series 2008 Bonds through November 1, 2009, (iii)

fund the 2008 Reserve Account in an amount equal to the 2008 Reserve Account Requirement,

and (iv) pay certain costs of issuance of the Series 2008 Bonds. The Capital Improvement Plan

(“CIP”) of the District consists of the infrastructure costs for the acquisition, construction and

installation and equipping of roadway improvements, stormwater management facilities, a

water distribution system, a sanitary sewer system, public parking facilities and outdoor

recreational areas. The total cost of the District’s CIP is estimated to be $143,331,899.

Approximately $49,636,899 of the proceeds from the Series 2008 Bonds will be used to finance a

portion of the CIP related to the Phase I of the Development (the “2008 Project”). See “THE

CAPITAL IMPROVEMENT PLAN AND 2008 PROJECT” herein.








OBLIGATING THE DISTRICT TO PAY THE SERIES 2008 BONDS OR THE REDEMPTION

PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE 2008 TRUST ESTATE,

OR AS PLEDGING THE FAITH AND CREDIT OF THE DISTRICT, THE CITY, BROWARD


SUBDIVISION THEREOF, OR AS OBLIGATING THE DISTRICT, THE CITY, BROWARD


SUBDIVISION, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO

PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR.


secured by a pledge of and a lien upon the 2008 Pledged Revenues and the 2008 Pledged Funds

as provided in the Indenture, which together constitute the 2008 Trust Estate. The 2008 Pledged

Revenues consist of all revenues received by the District from Series 2008 Assessments levied

and imposed pursuant to the Assessment Proceedings, which include amounts received as

prepayments of Series 2008 Assessments and any interest and penalties on such Series 2008

3

Assessments pursuant to all applicable provisions of the Act, Chapter 170, Florida Statutes, as

amended, and Chapter 197, Florida Statutes, as amended, (and any successor statutes thereto)

including, without limitation, amounts received from any foreclosure proceeding for the

enforcement of collection of such Series 2008 Assessments or from the issuance and sale of tax

certificates with respect to such Series 2008 Assessments, less (to the extent applicable) the fees

and costs of collection thereof and any other amounts paid to the District for deposit into the

2008 Revenue Account, including User Fee Revenues, as described below. See “SECURITY FOR

THE SERIES 2008 BONDS” herein.

The Series 2008 Bonds are payable from the 2008 Pledged Revenues derived by the

District from the levy and collection of Assessments against District Lands that benefit from the

2008 Project, as more fully described herein. See “SECURITY FOR THE SERIES 2008 BONDS”

herein.

Set forth herein are brief descriptions of the District, the Development, the Developer

and the 2008 Project, together with summaries of terms of the Series 2008 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 all references to the Series 2008

Bonds are qualified by reference to the definitive forms thereof and the information with respect

thereto contained in the Indenture. Copies of the Indenture may be obtained during the period

of the offering of the Series 2008 Bonds from the Underwriter at Banc of America Securities

LLC, 250 South Park Avenue, Suite 400, Winter Park, Florida 32789, and thereafter from the

District Manager at Fishkind & Associates, Inc. 12051 Corporate Boulevard, Orlando, Florida

32817 upon payment of any costs for reproduction and mailing. The full text of the Indenture

appears as Appendix C attached hereto.

DESCRIPTION OF THE SERIES 2008 BONDS

General Description

The Series 2008 Bonds will be dated, will bear interest at the rate per annum (computed

on the basis of a 360-day year consisting of twelve thirty-day months) and, subject to the

redemption provisions set forth below, will mature on the date and in the amount set forth on

the cover page of this Limited Offering Memorandum. Interest on the Series 2008 Bonds will be

payable semi-annually on each May 1 and November 1 commencing May 1, 2008 until maturity

or prior redemption. Regions Bank is the initial Trustee, Paying Agent and Registrar for the

Series 2008 Bonds.

The Series 2008 Bonds will be issued in fully registered form, without coupons, in

authorized denominations of $5,000 and any integral multiple thereof; provided, however, that

the Series 2008 Bonds will be delivered to initial purchasers in minimum amounts of $100,000

and any integral multiple of $5,000 in excess thereof. Upon initial issuance, the ownership of

the Series 2008 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 2008 Bonds will be made in book-entry only form. The Series 2008 Bonds

4

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 2008 Bonds.

See “BOOK-ENTRY ONLY SYSTEM” and “SUITABILITY FOR INVESTMENT” below.

Redemption and Purchase Provisions

Optional Redemption. The Series 2008 Bonds are subject to redemption prior to

maturity at the option of the District in whole or in part at any time on or after May 1, 2015 (less

than all Series 2008 Bonds to be selected at the direction of the District), at the Redemption

Prices (expressed as percentages of principal amount set forth below) of the 2008 Bonds or

portions thereof to be redeemed, together with accrued interest to the redemption date:

Redemption Periods

(Dates Inclusive)

Redemption

Prices

May 1, 2015 through April 30, 2016 102%

May 1, 2016 through April 30, 2017 101

May 1, 2017 and thereafter 100

Optional Purchase. The Series 2008 Bonds are subject to purchase by the District at the

option of the District, in whole or, in part, on May 1, 2015 (less than all Series 2008 Bonds to be

selected at the direction of the District) and on any date thereafter, such purchase date to be

designated by the District by giving written notice thereof to the Trustee not later than 45 days

before the purchase date specified in such notice at a purchase price equal to the percentage of

the principal amount set forth under Optional Redemption above for the applicable time

period, plus accrued interest to the purchase date. At any time Series 2008 Bonds are to be so

purchased at the option of the District the Trustee shall give notice to the owners of the Series

2008 Bonds to be purchased, and such Series 2008 Bonds that are to be purchased shall be

delivered by the owners thereof, in accordance with the Indenture as if such purchase date were

a Mandatory Tender Date, and such Series 2008 Bonds shall be registered and delivered to or at

the direction of the District.

Extraordinary Mandatory Redemption. The Series 2008 Bonds are subject to

extraordinary mandatory redemption prior to scheduled maturity in whole on any date, or in

part on any Interest Payment Date, and if in part on a pro rata basis determined by the ratio of

the principal amount of each maturity of the Series 2008 Bonds (treating each sinking fund

installment as a separate maturity for such purpose) divided by the aggregate principal amount

of all Series 2008 Bonds Outstanding (subject to rounding to Authorized Denominations of

principal, and as otherwise provided in the Indenture) at the Redemption Price of 100% of the

principal amount thereof, without premium, plus accrued interest to the redemption date, if

and to the extent that any one or more of the following shall have occurred:

5

(i) on or after the Date of Completion of the 2008 Project (as such terms are defined

in the Indenture), and after payment of all Deferred Costs (as defined in the Indenture), by

application of moneys transferred from the 2008 Acquisition and Construction Account in the

Acquisition and Construction Fund established under the Indenture to the Prepayment

Subaccount of the 2008 Redemption Account in accordance with the terms of the Indenture; or

(ii) amounts are deposited into the Prepayment Subaccount of the 2008 Redemption

Account from the Prepayment of Series 2008 Assessments; or

(iii) after payment of all Deferred Costs when the amount on deposit in the 2008

Reserve Account, together with other moneys available therefor, are sufficient to pay and

redeem all of the Series 2008 Bonds then Outstanding.

Mandatory Sinking Fund Redemption. The Series 2008 Bonds are subject to mandatory

sinking fund redemption (except the final installment due at maturity which is not a

redemption) in part by lot on May 1 in the respective years set forth in the following table at the

Redemption Price of one hundred percent (100%) of the principal amount thereof, together with

accrued interest to the redemption date:

Year

(May 1)

Principal

Amount

Year

(May 1)

Principal

Amount

2018 $505,000 2029 $2,480,000

2019 625,000 2030 2,755,000

2020 750,000 2031 3,050,000

2021 890,000 2032 3,370,000

2022 1,040,000 2033 3,715,000

2023 1,200,000 2034 4,085,000

2024 1,375,000 2035 4,485,000

2025 1,565,000 2036 4,910,000

2026 1,770,000 2037 5,370,000

2027 1,990,000 2038 5,865,000

2028 2,225,000 2039* 6,265,000_____________

* Maturity.

Notice of Redemption. When required to redeem the Series 2008 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 at least thirty (30) but not more than

forty five (45) days prior to the redemption or purchase date to all Owners of Series 2008 Bonds

to be redeemed or purchased, 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

6

purchase of the Series 2008 Bonds for which notice was duly mailed in accordance with the

Indenture.

Effect of Notice of Redemption. Series 2008 Bonds duly called for redemption, for which

funds have been deposited with the Trustee will cease to bear interest on the specified

redemption date, shall no longer be secured by the Indenture and shall not be deemed to be

Outstanding under the provisions of the Indenture.

Mandatory Tender of Bonds

The Series 2008 Bonds are subject to mandatory tender for purchase with funds to be

provided by Forest City Enterprises, Inc. (“FCE”) pursuant to the Completion Agreement and

Guaranty (the “Guaranty”) by and among the Developer and FCE, for the benefit of the District,

at a purchase price equal to 100% of the principal amount of such Series 2008 Bonds, plus

accrued interest, if any, to the purchase date, of May 1, 2011 (the “Mandatory Tender Date”) if

the Trustee and the District have not received notice from the Developer, at least 45 days prior

to such Mandatory Tender Date, that the “Construction” has been completed on or before

November 1, 2010 (or, if by reason of “Unavoidable Delay,” March 31, 2011). As defined in the

Guaranty, Construction is defined to mean the full, complete and punctual construction and

completion of the entire scope of the Developer’s obligations to construct and complete at least

67,000 square feet of office space and 375,000 square feet of retail space, subject to reduction in

scope as provided in the Guaranty (the “Private Developments”), in accordance with any loan

agreements and other documents evidencing and securing the Construction Loan, as hereinafter

defined, and all laws and other requirements of governmental authorities having jurisdiction

over the Development, and Unavoidable Delay is defined in the Guaranty to mean any delay in

the construction of the Private Developments caused by natural disaster, fire, earthquake, flood,

explosion, extraordinary adverse weather conditions, inability to procure or a general shortage

of labor, equipment, facilities, energy, materials or supplies in the open market, failure of

transportation, strikes, lockouts or other event or occurrence beyond the reasonable control of

Developer or Guarantor, as the case may be (other than the unavailability of funds). See “THE

DEVELOPMENT – Vertical Completion Guaranty.”

While, pursuant to the Guaranty, FCE has guaranteed the obligation of the Developer to

construct the Private Developments no later than March 31, 2011, FCE is not obligated to pay

Series 2008 Assessments which are pledged to secure the Series 2008 Bonds. See “THE

DEVELOPMENT – Vertical Completion Guaranty.”

At any time when the Series 2008 Bonds may be subject to mandatory tender, the

Trustee shall give written notice of such mandatory tender for purchase to the owners of the

Series 2008 Bonds, the District and the Developer not less than 30 days before the Mandatory

Tender Date. The notice shall state (1) the Mandatory Tender Date (a “Purchase Date”); (2) the

purchase price; (3) if a Book-Entry System is not in effect, that the Series 2008 Bonds subject to

mandatory tender must be surrendered to collect the purchase price; (4) if a Book-Entry System

is not in effect, the address at which the Series 2008 Bonds must be surrendered; and (5) that

interest on the Series 2008 Bonds purchase ceases to accrue on the Purchase Date. Failure to

7

give any required notice of mandatory tender as to any particular Series 2008 Bonds will not

affect the validity of the purchase of any Series 2008 Bonds in respect of which no such failure

has occurred. Any notice mailed as provided in the Indenture will be conclusively presumed to

have been given whether or not actually received by any holder.

If, by the 90th day prior to the Mandatory Tender Date, the Trustee has not received

notice that the Construction has been completed, the Trustee shall give written notice thereof no

later than the 75th day prior to the Mandatory Tender Date to the District, the Developer and

FCE. If, by the 45th day prior to the Mandatory Tender Date, the Trustee has not received notice

that the Construction has been completed, the Trustee shall, by 10:00 a.m., New York City time,

on the next succeeding Business Day, demand payment under the Guaranty in the manner set

forth in the Guaranty. The Developer shall furnish to the Trustee immediately available funds

by 1:30 p.m., New York City time, on the Mandatory Tender Date, in an amount sufficient,

taking into account all moneys held by the Trustee in the funds created under the First

Supplemental Trust Indenture (excepting any moneys on deposit in the 2008 Rebate Account)

and, excepting amounts on deposit in the 2008 Acquisition and Construction Account unless no

later than the 15th day preceding the Mandatory Tender Date, the District directs the Trustee in

writing to apply such amounts to the purchase price of the Series 2008 Bonds on such

Mandatory Tender Date. All moneys received by the Trustee pursuant to the Indenture shall be

deposited by the Trustee in a segregated account, shall be used solely for the payment of the

purchase price of tendered Series 2008 Bonds and shall not be commingled with other funds

held by the Trustee.

At or before 2:00 p.m., New York City time, on the Mandatory Tender Date and upon

receipt by the Trustee of 100% of the aggregate purchase price of the tendered Series 2008

Bonds, the Trustee shall pay the purchase price of such Series 2008 Bonds to the owners thereof.

Such payments shall be made in immediately available funds.

On the Mandatory Tender Date, the Trustee shall register and deliver all Series 2008

Bonds purchased on the Purchase Date in the name of the Developer, or as otherwise directed

in writing by Forest City Enterprises, Inc. Notwithstanding anything to the contrary in the

Indenture, so long as the Series 2008 Bonds are held under a Book-Entry System, transfers of

beneficial ownership of the Series 2008 Bonds in accordance with the Guaranty will be affected

on the registration books of the Depository pursuant to its rules and procedures.

BOOK-ENTRY ONLY SYSTEM

The Series 2008 Bonds will be available only in book-entry form in authorized

denominations of $5,000 and any integral multiple thereof; provided, however, that the Series

2008 Bonds will be delivered to initial purchasers in the minimum amounts of $100,000 and any

integral multiple of $5,000 in excess thereof. Purchasers of the Series 2008 Bonds will not

receive certificates representing their interests in the Series 2008 Bonds purchased. The District

will enter into a letter of representations (the “Book-Entry Agreement”) with DTC providing for

such book-entry system.

8

The Depository Trust Company (“DTC”), New York, NY, will act as securities

depository for the Series 2008 Bonds. The Series 2008 Bonds will be issued as fully-registered

securities 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 the Series 2008 Bonds, in the aggregate principal amount of such

issue, and will be deposited with DTC.

DTC, the world's largest 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 1934. DTC holds

and provides asset servicing for over 2.2 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 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,

in turn, is owned by a number of Direct Participants of DTC and Members of the National

Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing

Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC,

also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American

Stock Exchange LLC, and the National Association of Securities Dealers, Inc. 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 Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants

are on file with the Securities and Exchange Commission. More information about DTC can be

found at www.dtcc.com and www.dtc.org.

Purchases of the Series 2008 Bonds under the DTC system must be made by or through

Direct Participants, which will receive a credit for the Series 2008 Bonds on DTC's records. The

ownership interest of each actual purchaser of each 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 2008 Bonds are to be

accomplished by entries made on the books of Direct and Indirect Participants acting on behalf

of Beneficial Owners. Beneficial Owners will not receive certificates representing their

9

ownership interests in the Series 2008 Bonds, except in the event that use of the book-entry

system for the Series 2008 Bonds is discontinued.

To facilitate subsequent transfers, all the Series 2008 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

the Series 2008 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 2008 Bonds; DTC's records reflect only the identity of the

Direct Participants to whose accounts the Series 2008 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. Beneficial Owners of the Series

2008 Bonds may wish to take certain steps to augment the transmission to them of notices of

significant events with respect to the Series 2008 Bonds, such as redemptions, tenders, defaults,

and proposed amendments to the bond documents. For example, Beneficial Owners of the

Series 2008 Bonds may wish to ascertain that the nominee holding the Series 2008 Bonds for

their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,

Beneficial Owners may wish to provide their names and addresses to the registrar and request

that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Series 2008 Bonds within

an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of

each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with

respect to the Series 2008 Bonds unless authorized by a Direct Participant in accordance with

DTC's 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 2008 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 2008 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 their Agent, on

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

10

nor its nominee, Agent, or the District, subject to any statutory or regulatory requirements as

maybe 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 or Agent, 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 Direct and Indirect

Participants.

DTC may discontinue providing its services as depository with respect to the Series 2008

Bonds at any time by giving reasonable notice to the District or Agent. Under such

circumstances, in the event that a successor depository is not obtained, Bond certificates are

required to be printed and delivered.

Subject to the policies and procedures of DTC (or any successor securities depository),

the District may decide to discontinue use of the system of book-entry transfers through DTC

(or a successor securities depository). In that event Series 2008 Bonds certificates will be printed

and delivered.

SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2008

BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE HOLDER OF THE SERIES

2008 BONDS OR REGISTERED OWNERS OF THE SERIES 2008 BONDS SHALL MEAN DTC

AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2008 BONDS.

The District can make no assurances that DTC will distribute payments of principal,

redemption price, if any, or interest on the Series 2008 Bonds to the Direct Participants, or that

Direct and Indirect Participants will distribute payments of principal, redemption price, if any,

or interest on the Series 2008 Bonds or redemption notices to the Beneficial Owners of such

Series 2008 Bonds or that they will do so on a timely basis, or that DTC or any of its Participants

will act in a manner described in this Limited Offering Memorandum. The District is not

responsible or liable for the failure of DTC to make any payment to any Direct Participant or

failure of any Direct or Indirect Participant to give any notice or make any payment to a

Beneficial Owner in respect to the Series 2008 Bonds or any error or delay relating thereto.

The rights of holders of beneficial interests in the Series 2008 Bonds and the manner of

transferring or pledging those interests is subject to applicable state law. Holders of beneficial

interests in the Series 2008 Bonds may want to discuss the manner of transferring or pledging

their interest in the Series 2008 Bonds with their legal advisors.

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 takes no

responsibility for the accuracy thereof.

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

11

FOR THE DTC PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL

OWNERS OF THE SERIES 2008 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 2008 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.

SECURITY FOR THE SERIES 2008 BONDS

General








OBLIGATING THE DISTRICT TO PAY THE BONDS OR THE REDEMPTION PRICE

THEREOF OR THE INTEREST THEREON EXCEPT FROM THE 2008 TRUST ESTATE, OR AS

PLEDGING THE FAITH AND CREDIT OF THE DISTRICT, THE CITY, BROWARD COUNTY,

FLORIDA OR THE STATE OF FLORIDA OR ANY OTHER POLITICAL SUBDIVISION

THEREOF, OR AS OBLIGATING THE DISTRICT, THE CITY, BROWARD COUNTY,

FLORIDA OR THE STATE OF FLORIDA OR ANY OTHER POLITICAL SUBDIVISION,

DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY FORM

OF TAXATION WHATEVER THEREFOR.


secured by a pledge of and a lien upon the 2008 Pledged Revenues, the 2008 Pledged Funds and

the District’s rights under the Guaranty as provided in the Indenture, which together constitute

the 2008 Trust Estate. The 2008 Pledged Revenues consist of all revenues received by the

District from Series 2008 Assessments levied and imposed pursuant to the Assessment

Proceedings, which include amounts received as prepayments of Series 2008 Assessments and

any interest and penalties on such Series 2008 Assessments pursuant to all applicable provisions

of the Act, Chapter 170, Florida Statutes, as amended, and Chapter 197, Florida Statutes, as

amended, (and any successor statutes thereto) including, without limitation, amounts received

from any foreclosure proceeding for the enforcement of collection of such Series 2008

Assessments or from the issuance and sale of tax certificates with respect to such Series 2008

Assessments, less (to the extent applicable) the fees and costs of collection thereof and any other

amounts paid to the District for deposit into the 2008 Revenue Account, including User Fee

Revenues, as described below.

The District is authorized by the Act and other applicable law to finance the cost of the

2008 Project by collecting the Series 2008 Assessments levied upon District Lands benefited

12

thereby. As set forth in the Indenture, the “Assessments” are all special assessments levied for

an assessable project and levied and collected by or on behalf of the District pursuant to the

provisions to the Act, together with the interest specified by resolution adopted by the

Governing Body, the interest specified in Chapter 170 Florida Statutes, as amended form time to

time, if any such interest is collected by or on behalf of the District together with any and all

amounts received by the District from the sale of tax certificates or otherwise from the collection

of Delinquent Assessments and which are referred to as such and pledged to a series of Bonds

pursuant to a Supplemental Indenture authorizing the issuance of such Series of Bonds.

The District will covenant in the Indenture that it will levy Assessments. See “Special

Assessment Collection Procedures” below.

The District will further covenant in the Indenture that if any Assessments 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 Assessments are so irregular or defective that the same cannot be

enforced or collected, or if the District shall have omitted to make such Assessments when it

might have done so, the District shall either (i) take all necessary steps to cause a new 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 from legally available moneys, which moneys shall be deposited into the applicable

Series Account in the Revenue Fund.

The determination, order, levy and collection of the Assessments must be undertaken

in compliance with procedural requirements and guidelines 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, Assessments during any year. Such delays in the collection

of, or complete inability to collect, Assessments would have a material adverse effect on the

ability of the District to make full or punctual payment of the principal of, premium, if any,

and interest on the Series 2008 Bonds. See “BONDHOLDERS' RISKS” herein.

User Fee Revenues



own, occupy or lease land included in the Developer’s leasehold estate under the Ground Lease,

to pay User Fee Revenues. The Developer has assigned its rights and interests in the User Fee

Revenues to the District. The District and the Developer anticipate entering into a Collection

Agreement with the Collection Agent pursuant to which the Collection Agent will agree to

collect the User Fee Revenues from each of the occupants described above. All User Fee

Revenues shall be deposited in the User Fee Fund established and held by the Trustee.

Amounts in the User Fee Fund shall be applied to pay the fees and costs due the Collection

Agent pursuant to the Collection Agreement, operation and maintenance expenses of the

District through November 1, 2010 and otherwise shall be deposited in the 2008 Revenue

Account in accordance with the Indenture. See “THE DEVELOPMENT - User Fee and

Allocated Retail Debt Service.”

13

The Series 2008 Assessments are levied and imposed in an amount equal to 100% of the

Series 2008 Debt Service. User Fee Revenues, when received by the District and Trustee, shall

act as a credit against the Series 2008 Assessments.

Deferred Costs

Deferred Costs are Costs of the 2008 Project which have not been paid from the Series

2008 Acquisition and Construction Account and which are identified by the District to the

Trustee in writing as having been advanced under any contract or agreement pursuant to which

the District may become obligated to pay for Costs of the 2008 Project from the Deferred Costs

Subaccount in the Series 2008 Acquisition and Construction Account. Anything in the

Indenture to the contrary notwithstanding, until the Deferred Costs are paid in full as

evidenced by a certificate of the District to such effect delivered to the Trustee: (i) the Trustee

shall not close the Deferred Costs Subaccount in the Series 2008 Acquisition and Construction

Account; and (ii) the Trustee shall deposit into the Deferred Costs Subaccount the amounts

required to be so transferred pursuant to the provisions of the Indenture which amounts shall

be held separate and apart from other amounts on deposit in the Series 2008 Acquisition and

Construction Account and shall, subject to the pledge of the Indenture, including the amounts

on deposit in the Deferred Costs Subaccount to the payment of the Series 2008 Bonds, be used to

pay Deferred Costs. Deferred Costs shall be paid pursuant to any contract or agreement

pursuant to which the District may become obligated to pay for Costs of the 2008 Project from

the Deferred Costs Subaccount in the Series 2008 Acquisition and Construction Account.

After the Date of Completion of the 2008 Project and after retaining in the Series 2008

Acquisition and Construction Account, or any subaccount thereof, the amount, if any, of all

remaining unpaid Costs of the 2008 Project set forth in the Engineers' Certificate establishing

such Completion Date, any funds remaining in the Series 2008 Acquisition and Construction

Account or the Series 2008 Acquisition and Construction Subaccount, shall be transferred to

and deposited into the Deferred Costs Subaccount to the extent of any accrued but unpaid

Deferred Costs, and the balance, if any, shall be transferred to the 2008 Redemption Account

and applied to the extraordinary mandatory redemption of the Series 2008 Bonds or to the 2008

Revenue Account.

Prepayment of Special Assessments

Pursuant to the terms of the Act and the proceedings of the District relating to the levy

of the Series 2008 Assessments (the “Assessment Proceedings”), an owner of property subject to

Series 2008 Assessments may pay all or a portion of the principal balance of such Assessments

remaining due at any time subsequent to thirty (30) days after completion and acceptance of the

2008 Project, if there is also paid an amount equal to the interest that would otherwise be due on

such balance on the next succeeding Interest Payment Date for the Series 2008 Bonds, or, if

prepaid during the forty-five (45) day period preceding such Interest Payment Date, on the

second succeeding Interest Payment Date.

14

Also pursuant to the terms of the Act and the Assessment Proceedings, the owner of

property subject to the Series 2008 Assessments may pay the entire balance of the Series 2008

Assessments remaining due, without interest, within thirty (30) days after the 2008 Project has

been completed and the Board of Supervisors has adopted a resolution accepting the 2008

Project as provided by Florida Statutes, Section 170.09. The Developer waived this right in

connection with the issuance of the Series 2008 Bonds pursuant to a “Declaration of Consent to

Jurisdiction of The Village at Gulfstream Park Community Development District and to

Imposition of Assessments.” The “Declaration of Consent to Jurisdiction of The Village at

Gulfstream Park Community Development District and to Imposition of Assessments” will be

recorded in the public records of the County, and the covenants contained therein are intended

to bind future landowners in the District.

The Series 2008 Bonds are subject to extraordinary mandatory redemption as indicated

under “DESCRIPTION OF THE SERIES 2008 BONDS - Redemption Provisions - Extraordinary

Mandatory Redemption” from optional prepayments of Assessments by property owners. See

“APPENDIX F – Assessment Methodology” herein.

Covenant Against Sale or Encumbrance

The District covenants that, until such time as there are no Series 2008 Bonds

Outstanding, it will not sell, lease or otherwise dispose of or encumber the 2008 Project or any

part thereof other than as provided in the Indenture. Pursuant to the Indenture, the District

may: (i) dispose of all or any part of the 2008 Project by gift or dedication thereof to Broward

County, Florida, the City of Hallandale Beach or to the State or any agency or instrumentality of

either of the foregoing; and/or (ii) impose, declare or grant title, easements, licenses, leases to or

interests in the 2008 Project or a portion or portions thereof in order to create ingress and egress

or other rights and public and private utility easements as the District may deem necessary or

desirable for the development, use and occupancy of the property within the District; and/or

(iii) impose or declare covenants, conditions and restrictions pertaining to the use, occupancy

and operation of the 2008 Project. See “APPENDIX C – Form of Master Trust Indenture and

First Supplemental Trust Indenture” herein.

Debt Service Reserve Fund

A 2008 Reserve Account will be created under the Indenture within the Reserve Fund

for the benefit of the Series 2008 Bonds. Pursuant to the Indenture, “2008 Reserve Account

Requirement” shall mean, (a) with respect to the Series 2008 Bonds, (i) initially on the date of

issuance of the Series 2008 Bonds, an amount equal to 5.0 % of the aggregate principal amount

of the Outstanding Series 2008 Bonds (initially $3,014,250 which represents 50% of the

Maximum Annual Debt Service Requirement for the Series 2008 Bonds, and (b) at anytime after

the issuance of the Series 2008 Bonds, the Initial 2008 Reserve Account Percentage times the

Deemed Outstanding Series 2008 Bonds as of the time of calculation.

Pursuant to the Indenture, “Initial 2008 Reserve Account Percentage” means the result of

dividing (i) 2008 Reserve Account Requirement on the date of initial issuance and delivery of

15

the Series 2008 Bonds ($3,014,250) by (ii) the initial Outstanding aggregate principal amount of

the Series 2008 Bonds, which equals 5.0%;

Further, pursuant to the Indenture, “Deemed Outstanding” means the aggregate

Outstanding principal amount of the Series 2008 Bonds reduced by the result of dividing (A)

the amount on deposit in the Prepayment Subaccount in the 2008 Redemption Account by (B) 1

minus the Initial 2008 Reserve Account Percentage.

Proceeds of the Series 2008 Bonds shall be deposited into the Series 2008 Reserve

Account, in the amounts set forth in the Indenture, and such moneys, together with any other

moneys deposited into the Series 2008 Reserve Account, pursuant to the Indenture, shall be

applied for the purposes provided therein.

All earnings on investments in the 2008 Reserve Account shall until November 1, 2009,

provided no deficiency exists in the 2008 Reserve Account, be deposited to the 2008 Interest

Account. After November 1, 2009, earnings on investments in the 2008 Reserve Account shall

be deposited to the 2008 Revenue Account provided no deficiency exists in the 2008 Reserve

Account. To the extent a deficiency exists in the 2008 Reserve Account, investment earnings in

such account shall remain in that account. Such Accounts shall consist only of cash and 2008

Investment Obligations, as defined in the Indenture.

Deposit and Application of Pledged Revenues

(a) The Trustee shall, except as provided below or otherwise provided in the

Indenture, deposit the 2008 Pledged Revenues to the 2008 Revenue Account and any other

amounts or payments specifically designated by the District pursuant to a written direction or

by a Supplemental Indenture for said purpose. The 2008 Revenue Account shall be held by the

Trustee separate and apart from all other Funds and Accounts held under the Indenture and

from all other moneys of the Trustee. Amounts on deposit in the 2008 Revenue Account, 2008

Interest Account, 2008 Sinking Fund Account, 2008 Redemption Account and 2008 Reserve

Account shall be used as provided in the Indenture.

(b) As to those 2008 Pledged Revenues which consist of revenues derived from

Series 2008 Assessments the District shall provide a written accounting setting forth the

amounts of such Series 2008 Assessments in the following categories which shall be deposited

by the Trustee into the Funds and Accounts established hereunder as follows:

(i) Assessment Interest, which shall be deposited into the 2008 Interest

Account;

(ii) Assessment Principal, which shall be deposited into the 2008 Sinking

Fund Account;

(iii) Prepayment Principal which shall be deposited into the Prepayment

Subaccount in the 2008 Redemption Account;

16

(iv) Delinquent Assessment Principal shall first be applied to restore the

amount of any withdrawal, from the 2008 Reserve Account to pay the principal of 2008

Bonds to the extent that less than the 2008 Reserve Account Requirement is on deposit in

the 2008 Reserve Account, and, the balance, if any, shall be deposited into the 2008

Sinking Fund Account;

(v) Delinquent Assessment Interest, shall first be applied to restore the

amount of any withdrawal from the 2008 Reserve Account to pay the interest on 2008

Bonds to the extent that less than the 2008 Reserve Account Requirement is on deposit in

such 2008 Reserve Account, and, the balance, if any, deposited into the 2008 Interest

Account; and

(vi) the balance shall be deposited in the 2008 Revenue Account.

(c) On each March 15 and September 15 (or if such March 15 or September 15 is not

a Business Day, on the Business Day next succeeding such day), the Trustee shall, after giving

effect to the transfer made from the 2008 Reserve Account to the Prepayment Subaccount

pursuant to the Indenture, determine the amount on deposit in the Prepayment Subaccount,

and, if the balance therein is greater than zero, shall transfer, but only after determining that

following such transfer sufficient moneys remain in the 2008 Revenue Account to meet the

obligations in (d) below on the immediately following May 1 or November 1, as applicable,

from the 2008 Revenue Account for deposit into the Prepayment Subaccount, an amount

sufficient to increase the amount on deposit therein to the next integral multiple of $5,000, and,

shall thereupon give notice and cause the extraordinary mandatory redemption of 2008 Bonds

on the next succeeding Interest Payment Date in the maximum aggregate principal amount for

which moneys are then on deposit in such Prepayment Subaccount in accordance with the

provisions for extraordinary redemption of 2008 Bonds.

(d) At least five (5) Business Days prior to each May 1 and November 1 (or if such

May 1 or November 1 is not a Business Day, on the Business Day preceding such date), the

Trustee shall transfer from amounts on deposit in the 2008 Revenue Account to the Funds and

Accounts designated below, the following amounts in the following order of priority and apply

such amounts as follows:

FIRST, to the 2008 Interest Account of the Debt Service Fund, an amount equal to the

amount of interest payable on all 2008 Bonds then Outstanding on such May 1, less any amount

already on deposit in the 2008 Interest Account not previously credited;

SECOND, to the 2008 Sinking Fund Account an amount equal to the principal and/or

amortization installment of 2008 Bonds due on such May 1, less any amount already on deposit

in such 2008 Sinking Fund Account not previously credited;

THIRD, to the 2008 Interest Account of the Debt Service Fund, an amount equal to the

amount of interest payable on all 2008 Bonds then Outstanding on such November 1, less any

amount already on deposit in the 2008 Interest Account not previously credited;

17

FOURTH, to the 2008 Reserve Account, the amount, if any, which is necessary to make

the amount on deposit therein equal to the then applicable 2008 Reserve Account Requirement;

and

FIFTH, the balance shall be retained in the 2008 Revenue Account.

(e) On any date required by the Tax Regulatory Covenants, the District shall give

the Trustee written direction, and the Trustee shall, transfer from the 2008 Revenue Account to

the 2008 Rebate Account established for the 2008 Bonds in the Rebate Fund in accordance with

the Master Indenture and the Tax Regulatory Covenants, the amount due and owing to the

United States, which amount shall be paid, to the United States, when due, in accordance with

such Tax Regulatory Covenants. To the extent insufficient moneys are on deposit in the 2008

Revenue Account to make the transfer provided for in the immediately preceding sentence the

District shall deposit with the Trustee from available moneys of the District the amount of any

such insufficiency.

(f) On or after each November 2, the Trustee shall, at the written direction of the

District transfer to the District the balance on deposit in the 2008 Revenue Account on such

November 2 to be used for any lawful District purpose; provided, however, that on the date of

such proposed transfer the amount on deposit in the 2008 Reserve Account shall be equal to the

2008 Reserve Account Requirement, and, provided further, that the Trustee shall not have

actual knowledge of an Event of Default under the Indenture relating to any of the 2008 Bonds,

including the payment of Trustee’s fees and expenses then due; provided, further, however,

that if there remain any outstanding and unpaid Deferred Costs, then the lesser of (i) the

amount of such Deferred Costs, or (ii) the amount of such excess, shall be transferred into the

Deferred Costs Subaccount in the 2008 Acquisition and Construction Account and applied as

provided for therein, and, the balance if any, shall be paid to, or upon the order of, the District.

Investment or Deposit of Funds

Earnings on investments in all of the Funds and Accounts held as security for the Series

2008 Bonds shall be invested only in 2008 Investment Obligations (as such term is defined in the

Indenture), and further, earnings on investments in the 2008 Acquisition and Construction

Account shall be retained as realized, in such Account and used for the purpose of such

Account. Earnings on investments in the 2008 Sinking Fund Account, 2008 Capitalized Interest

Account and the 2008 Redemption Account including any subaccounts therein shall be

deposited, as realized, to the credit of the 2008 Revenue Account and used for the purpose of

such Account. Until November 1, 2009, earnings on investments in the 2008 Interest Account

shall be retained, as realized, in such Account, and, thereafter earnings on investments in such

Account shall be deposited, as realized, to the credit of the 2008 Revenue Account and used for

the purpose of such Account.

Earnings on investments in the 2008 Reserve Account shall be disposed of as provided

in the Indenture. See “Debt Service Reserve Fund” herein.

18

Majority Owner Controls Proceedings

If an Event of Default shall have occurred and be continuing, notwithstanding anything

under the Indenture to the contrary, the Majority Owner with respect to the Series 2008 Bonds

shall have the right, at any time, by an instrument in writing executed and delivered to the

Trustee, to direct the method and place of conducting any proceedings to be taken in connection

with the enforcement of the terms and conditions of the Indenture or any other proceedings

under the Indenture with respect to the Series 2008 Bonds.

Majority Owner, as defined in the Indenture, shall mean the owners of not less than a

majority of the principal amount of Bonds or a Series of Bonds, as applicable.

Additional Obligations

The District shall not issue any obligations, other than the Series 2008 Bonds and

Refunding Bonds payable from the revenues derived by the District from the Series 2008

Assessments, nor voluntarily create or cause to be created any debt, lien, pledge, assignment,

encumbrance or other charge thereon. The District will not impose and levy any Assessments

or Benefit Special Assessments on any property encumbered by Series 2008 Assessments. The

prohibition set forth in the immediately preceding sentence shall not limit the ability of the

District to impose maintenance special assessments pursuant to Section 190.021(3) Florida

Statutes or any tax, fee a charge imposed to maintain and preserve facilities and projects of the

District and to provide for the operation of the District.

Benefit Special Assessments, as defined in the Indenture, shall mean assessments levied

and collected in accordance with Section 190.021(2), Florida Statutes, as amended from time to

time, together with any and all amounts received by the District from the sale of tax certificates

or otherwise from the collection of Benefit Special Assessments which are not paid in full when

due and which are referred to as such and pledged to a Series of Bonds pursuant to the

Supplemental Indenture authorizing the issuance of such Series of Bonds.

THE SERIES 2008 ASSESSMENTS

General

The information appearing below under the caption “Methodology” has been provided

by Fishkind & Associates, Orlando, Florida, in its capacity as Financial Consultant. Such

information is included herein in reliance upon the expertise of such firm and, although

believed by the Underwriter to be reliable, has not been independently verified by the

Underwriter or its counsel. No person other than the Financial Consultant makes any

representation or warranty as to the accuracy or completeness of such information.

Chapter 170, Florida Statutes provides that payment of the Series 2008 Assessments is

secured by a lien on the real property in the District coequal with all State, County, school

district and municipal taxes, superior in dignity to all other liens, titles and claims on such real

property. ALTHOUGH THE LIEN AND THE PROCEEDS OF THE ASSESSMENTS WILL

19

SECURE THE SERIES 2008 BONDS, AND SAID LIEN AND PROCEEDS OF THE

ASSESSMENTS ARE PLEDGED EXCLUSIVELY TO SAID BONDS, THE LIEN OF THE

ASSESSMENTS MAY BE ON THE SAME PROPERTY AS, AND THEREFOR OVERLAP AND

BE CO-EQUAL WITH, THE LIENS IN FAVOR OF OTHER ASSESSMENTS WHICH HAVE

BEEN OR MAY BE IMPOSED BY THE DISTRICT, THE COUNTY OR OTHER UNITS OF

LOCAL GOVERNMENT HAVING ASSESSMENT POWERS WITHIN THE DISTRICT.

Methodology

As required by applicable law, when the Board of Supervisors of the District (the

governing body of the District) determined to defray the cost of the 2008 Project through

Assessments, it adopted a resolution generally describing the 2008 Project and the land to be

subject to Assessments to pay the cost thereof. The District caused an assessment roll to be

prepared, which showed the land to be assessed, the amount of the benefit to and the

assessment against each lot or parcel of land and the number of annual installments in which

the assessment was to be divided. Statutory notice was given to the owners of the property to

be assessed and the Board of Supervisors conducted a public hearing to hear testimony from

affected property owners as to the propriety and advisability of undertaking the 2008 Project

and funding the same with Assessments. Following this hearing, the Board of Supervisors

determined to proceed to levy the Assessments and thereafter the Assessments became legal,

valid and binding liens upon the property against which the assessments were made.

The allocation of benefits and assessments to the benefited land within the District is

presented in the Assessment Methodology, included herein as Appendix F, which should be

read in its entirety. The Assessment Methodology allocates the Assessments to all lands within

the District benefiting from the 2008 Project. See “APPENDIX F – Assessment Methodology”

herein for additional information regarding the allocation of Assessments to the District Lands.

Projected Level of District Assessments

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 millage rate in the City

of Hallandale Beach for fiscal year ending September 30, 2007 was approximately 20.097 mills.

These taxes would be payable in addition to the Assessments and any other assessments levied

by the District. See “THE DEVELOPMENT – Taxes, Assessments and Fees” herein.

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 Broward 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 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 Fiscal Year 2007. See “THE DEVELOPMENT – Taxes, Assessments and Fees”

herein.

20

Enforcement and Collection of Assessments

The primary sources of payment for the Series 2008 Bonds are the Series 2008

Assessments imposed on each parcel of benefited land within the District pursuant to the

Assessment Proceedings. To the extent that landowners fail to pay such Series 2008

Assessments, delay payments, or are unable to pay the same, the prompt and successful

pursuance of collection procedures available to the District will be essential to continued

payment of principal and of interest of the Series 2008 Bonds. The Act provides for various

methods of collection of Delinquent Assessments by reference to other provisions of the Florida

Statutes. The following is a description of certain statutory provisions of assessment payment

and collection procedures appearing in the Florida Statutes, but is qualified in its entirety by

reference to such statutes.

Collection Through Lien Foreclosure

The Series 2008 Special Assessments will be collected by the District directly. The

District has covenanted in the Indenture to assess, levy, collect or cause to be collected and

enforce the payment of Assessments in the manner prescribed by the Indenture and all

resolutions, ordinances or laws thereunto appertaining and pay or cause to be paid to the

Trustee the proceeds of Series 2008 Assessments for deposit in the 2008 Revenue Account, as

received.

Section 170.10, Florida Statutes, provides that upon the failure of any property owner to

pay all or any portion of the principal of Assessment or the interest thereon, when due, the

governing body of the District is authorized to commence legal proceedings for the enforcement

of the payment thereof, including commencement of an action in chancery, commencement of a

foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or

commencement of an action under Chapter 173, Florida Statutes, relating to foreclosure of

municipal tax and assessment liens. It is likely that any action to enforce payment of the

Assessments will proceed under the provisions of Chapter 173, Florida Statutes, which provides

that after the expiration of one year from the date any assessment or installment thereof

becomes due, the District may commence a foreclosure proceeding against the lands upon

which there are unpaid liens. Such a proceeding is in rem, meaning that it is brought against

the land and not against the owner. After at least thirty (30) days' written notice to any record

owner and at least four (4) weeks' prior published notice, a judicial hearing will be conducted in

which any interested party may appear and contest the foreclosure; however, any person

contesting the assessment or the lien must deposit with the court the amount which such party

claims is the amount of any such assessment which is due. Upon a judgment for delinquent

assessments, a special master will be appointed to sell the property at public auction, at which

sale the District may also bid. Proceeds of any such foreclosure sale are required by the statute

to be shared for the payment of state, city, county or other taxes or assessments in the manner

determined by the special master.

If any property shall be offered for sale for the nonpayment of any Series 2008

Assessment, which is pledged to a Series of Bonds, and no person or persons shall purchase

21

such property for an amount equal to the full amount due on the Assessment or Benefit Special

Assessments (principal, interest, penalties and costs, plus attorneys’ fees, if any), the property

shall then be purchased by the District for an amount equal to the balance due on the Series

2008 Assessment or Benefit Special Assessments (principal, interest, penalties and costs, plus

attorneys’ fees, if any), from any legally available funds of the District and the District shall

receive in its corporate name title to the property for the benefit of the Owners of the Series of

Bonds to which such Assessments or Benefit Special Assessments were pledged. The District,

either through its own actions, or actions the District causes to be taken through the Trustee,

shall have the power and shall lease or sell such property at the direction of the Majority Owner

of such Series of Bonds or if a Credit Facility is in place in regard to a Series of Bonds the

provider of the Credit Facility, and deposit all of the net proceeds of any such lease or sale into

the related Series Revenue Account. Not less than ten (10) days prior to the filing of any

foreclosure action as provided in the Indenture, the District shall cause written notice thereof to

be mailed to any designated agents of the Owners of the related Series 2008 Bonds. Not less

than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure

by the District, it shall give written notice thereof to such representatives. The District, either

through its own actions, or actions the District causes to be taken through the Trustee, agrees

that it shall be required to take the measures provided by law for sale of property acquired by it

as trustee for the Owners of the related Series 2008 Bonds within thirty (30) days after the

receipt of the request therefore signed by the Trustee or the Owners of at least fifty percent

(50%) in aggregate principal amount of the Outstanding Bonds of such Series 2008 Bonds.

THERE CAN BE NO ASSURANCE THAT ANY SALE, PARTICULARLY A BULK

SALE, OF LAND SUBJECT TO DELINQUENT ASSESSMENTS WILL PRODUCE PROCEEDS

SUFFICIENT TO PAY THE FULL AMOUNT OF SUCH DELINQUENT ASSESSMENTS PLUS

OTHER DELINQUENT TAXES AND ASSESSMENTS APPLICABLE THERETO. ANY SUCH

DEFICIENCY COULD RESULT IN THE INABILITY OF THE DISTRICT TO REPAY, IN FULL,

THE PRINCIPAL OF AND INTEREST ON THE SERIES 2008 BONDS.

Enforcement of the obligation to pay Series 2008 Assessments and the ability to foreclose

the lien created by the failure to pay Series 2008 Assessments may not be readily available or

may be limited as such enforcement is dependent upon judicial actions which are often subject

to discretion and delay.

BONDHOLDERS' RISKS

There are certain risks inherent in an investment in bonds secured by Assessments

issued by a public authority or governmental body in the State. Certain of these risks are

described in other sections of this Limited Offering Memorandum, including, without

limitation, “THE DEVELOPMENT”, “THE LANDOWNER AND THE DEVELOPER” and

“LITIGATION.” Certain additional risks are associated with the Series 2008 Bonds offered

hereby. Investment in the Series 2008 Bonds poses certain economic risks. Prospective

investors in the Series 2008 Bonds should have such knowledge and experience in financial and

business matters to be capable of evaluating the merits and risks of an investment in the Series

22

2008 Bonds and have the ability to bear the economic risks of such prospective investment,

including a complete loss of such investment. This section does not purport to summarize all

risks that may be associated with purchasing or owning the Series 2008 Bonds and prospective

purchasers are advised to read this Limited Offering Memorandum in its entirety for a more

complete description of investment considerations relating to the Series 2008 Bonds.

1. Concentration Of Land Ownership. As of the date of this Limited Offering

Memorandum, the Developer has a leasehold interest or controls 100% of the District Lands

subject to the Assessments, and non-payment of Assessments by the Developer pursuant to the

Ground Lease would have a substantial adverse impact upon the District's ability to pay debt

service on the Series 2008 Bonds. See “SECURITY FOR THE SERIES 2008 BONDS” herein.

2. Special Assessments Are Non-recourse. The principal of, premium, if any, and

interest on the Series 2008 Bonds is payable from Assessments. The Assessments are not a

personal obligation of the owner of the land subject to the Assessments, but are instead an

imposition upon the land subject to the Assessments. The ultimate, and only, recourse for

payment of Assessments is an action against the land. If proceedings against the land,

including the statutory tax collection procedures described herein, do not result in the collection

of funds sufficient to pay delinquent Assessments, the landowner may not be compelled to pay

the deficiency. Therefore the likelihood of collection of the Assessments may ultimately depend

upon the market value of the land subject to taxation. While the ability of a landowner to pay

Assessments is a relevant factor, the willingness of a landowner to pay the taxes, which may be

affected by the value of the land subject to taxation, is also an important factor in the collection

of Assessments.

3. User Fee Revenues. User Fee Revenues are based solely on projections of sales

within the District. Actual sales could be lower or, if stores close, could be zero. Further, the

enforcement of the Declaration of Covenant, which imposes the User Fee, is limited to the

Developer enforcing the collection of User Fee Revenues through each lease or contract. There

can be no assurance that the Developer will choose to or be successful in enforcing these

obligations.

4. Other Taxes. Under the Uniform Method of collection discussed above, all

county, city, school district, and special district taxes and non-ad valorem assessments

(including Assessments levied by the District), are payable at one time. A taxpayer may not

make an incomplete payment of taxes or assessments. Therefore, any failure of a taxpayer to

pay any tax (whether it be the District's Assessments or other tax or assessment) would cause

the Assessments to not be collected, which could have a significant impact on the District's

ability to pay the principal of and interest on the Series 2008 Bonds. The District has no control

over the amount of taxes levied by entities other than the District.

5. Lack Of Market For Tax Certificates. Under the Uniform Method of collection,

the Assessments become due and payable on November 1 of the year in which they are assessed

(or as soon thereafter upon satisfaction of certain statutory requirements by the tax collector)

23

and become delinquent on the following April 1 or following sixty (60) days after the mailing of

the original notice, whichever is later. The collection of delinquent taxes or assessments on real

property, including Assessments, is based to a large degree on the sale of “tax certificates.” Tax

certificates are sold at public auction to the purchaser who pays the delinquent taxes or

assessments, interest and certain costs and charges relating thereto, and who bids the lowest

interest rate per annum which shall not exceed eighteen percent (18%) per annum. Proceeds

from the sale of tax certificates are required to be used to pay delinquent taxes (including

delinquent Assessments), interest, costs and other charges. Under State law, tax certificates may

not be sold until at least 60 days after the taxes become delinquent. There can be no assurances

given that there will be any future purchasers of tax certificates.

Under the Uniform Method, the collection of delinquent taxes, including Assessments,

upon real property is based upon the sale by the tax collector of “tax certificates” and remittance

of the proceeds of such sale to the various governmental entities levying taxes for the payment

of the taxes due. The demand for tax certificates is dependent upon various factors, including

the interest which can be earned by ownership of such certificates and the value of the land

which is the subject of such certificates and which, as described herein, may be subject to sale at

the demand of the certificate holder. Therefore, the underlying market value of the land in the

District may affect the demand for such certificates and therefore the successful collection of the

Assessments which are the source of payment of the Series 2008 Bonds.

In the event there are no bidders, tax certificates are issued to the County at the

maximum rate of interest allowed (presently 18%). The tax collector does not collect any money

from the County if the tax certificates are issued to the County. County-held tax certificates,

which are not previously purchased or redeemed, must be held by the County for a period

ending two (2) years from April 1 of the year of issuance. After the expiration of the two (2)

year period, the property will be offered for sale, as described under “SECURITY FOR THE

SERIES 2008 BONDS - Assessment Collection Procedures” herein. There are many procedures

that must be followed by the tax collector before the property can be offered for sale. Such

procedures include proper notices, collection of certain fees and charges, and establishing an

opening bid for the property. Failure to comply with any of the procedures or receive the

statutory (opening bid) could result in delays or a complete inability of the tax collector to

collect the delinquent taxes. If the property is not sold within three (3) years from the date it

was first offered for public sale, the land escheats to the County and all tax certificates and liens

against the property are canceled. If a sufficient amount of land within the District were to

escheat to the County, the District would be unable to pay debt service on the Series 2008

Bonds.

6. The District Could Fail To Levy Special Assessments. The District is required to

comply with statutory procedures in levying Assessments. Failure of the District to follow

these procedures could result in the Assessments not being levied. See “SECURITY FOR THE

SERIES 2008 BONDS” herein.

24

7. There Are Bankruptcy Risks. The payment of the annual Assessments and the

ability of the tax collector or the District to foreclose the lien of unpaid taxes, including

Assessments, may be limited by bankruptcy, insolvency, or other laws generally affecting

creditors' rights or by the laws of the State relating to court foreclosure. Bankruptcy of a

property owner could also result in a delay by the tax collector or the District in prosecuting

court foreclosure proceedings. Such delay would increase the likelihood of a delay or default in

payment of principal of and interest on the Series 2008 Bonds.

In addition, the remedies available to the holders of the Series 2008 Bonds 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, the remedies specified by federal, state and local law and in the Indenture

and the Series 2008 Bonds, including without limitation, enforcement of the obligation to pay

Assessments, may not be readily available or may be limited. The various legal opinions to be

delivered concurrently with the delivery of the Series 2008 Bonds (including the approving

opinion of Bond Counsel) 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 with respect to the Series 2008 Bonds could have

a material adverse impact on the interest of the holders of the Series 2008 Bonds.

8. The Development Might Not Succeed. A slowdown of the process of

development of the land within the District could adversely affect land values and reduce the

ability or desire of the property owners to pay the annual Assessments. There can be no

assurance that land development operations within the District will not be adversely affected by

competition, a future deterioration of the real estate market and economic conditions or future

local, state and federal governmental policies relating to real estate development, the income tax

treatment of real property ownership or the national or global economies.

Land development operations, including the Development, are subject to

comprehensive federal, State and local regulations. Approval for development within the

Development is required from various agencies. Failure to obtain any such approval or to

satisfy any applicable governmental requirements could adversely affect development within

the Development. Approvals that have been obtained for development within the

Development are subject to conditions that must be satisfied at various points in time. The

failure to satisfy any such approval could adversely affect development within the

Development. See “THE DEVELOPMENT” and “THE LANDOWNER AND THE


9. Other Entities Can Levy Taxes On The Land In The District. The willingness

and/or the ability of an owner of land within the District to pay the annual Assessments could

be affected by the existence of other taxes and assessments imposed upon the property. Other

public entities could impose additional taxes on the property within the District. The lien of the

Assessments is, however, of equal dignity with the liens for State and County and certain other

25

taxes upon land, and thus is a first lien, superior to all other liens including mortgages (except

liens for State, County, and other taxes which are of equal dignity). See “SECURITY FOR THE

SERIES 2008 BONDS” herein.

10. The Debt Service Reserve Fund May Not Be Adequate. The ability of the Debt

Service Reserve Fund to fund deficiencies caused by delinquent Assessments is dependent on

the amount, duration and frequency of such deficiencies. Moneys on deposit in the Debt

Service Reserve Fund 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 Debt Service Reserve Fund to make up deficiencies.

11. There May Not Be A Resale Market For The Series 2008 Bonds. No assurance can

be given that a market will exist for the resale of the Series 2008 Bonds. Because of general

market conditions, or because of adverse or economic prospects connected with a particular

bond issue, secondary marketing practices in connection with a particular issue may be

suspended or terminated. Additionally, prices of issues for which a market is being made will

depend upon then prevailing circumstances. Such prices could be substantially different from

the original purchase price.

12. Tax Laws May Change. Various proposals are mentioned from time to time by

members of the Congress of the United States of America and others concerning reform of the

internal revenue (tax) laws of the United States. Certain of these proposals, if implemented,

could have the effect of diminishing the value of obligations of states and their political

subdivisions, such as the Series 2008 Bonds, by eliminating or changing the tax-exempt status of

interest on certain of such bonds. Whether any of such proposals will ultimately become law,

and if so, what effect such proposals could have upon the value of bonds such as the Series 2008

Bonds cannot be predicted. However, it is possible that any such law could have a material and

adverse effect upon the value of the Series 2008 Bonds. The Indenture does not provide for any

adjustment to the interest rates borne by the Series 2008 Bonds in the event of a change in the

tax-exempt status of the Series 2008 Bonds.

13. Lack Of Information Regarding The Development. The District may have

incomplete information concerning the Development or the Developer. For example, the

District has limited information concerning the condition of the land in the Development, its

suitability for future development and its value. Furthermore, except to the extent described in

this Limited Offering Memorandum under the captions “THE DEVELOPMENT” and “THE

LANDOWNER AND THE DEVELOPER,” the District has only been provided limited financial

information regarding the Developer and has not undertaken to independently verify or

confirm any such information.

14. Environmental Issues. The value of the land within the District, the success of

the Development and the likelihood of timely payment of principal and interest on the Series

2008 Bonds could be affected by environmental factors with respect to the land in the District.

26

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.

15. The Interest Rate On The Series 2008 Bonds May Burden Landowners. The

interest rates borne by the Series 2008 Bonds are, in general, higher than interest rates borne by

bonds issued by other political subdivisions that do not involve the same degree of risk as

investment in the Series 2008 Bonds. These higher interest rates are intended to compensate

investors in the Series 2008 Bonds for the risk inherent in a purchase of the Series 2008 Bonds.

However, such higher interest rates, in and of themselves, increase the amount of Assessments

that the District must levy in order to provide for payments of debt service on this Series 2008

Bonds, and, in turn, may increase the burden upon owners of lands within the District, thereby

possibly increasing the likelihood of non-payment or delinquency in payment of such

Assessments.

16. The Developer May Not Have Sufficient Funds to Complete the 2008 Project.

There can be no assurance, in the event the District does not have sufficient moneys on hand to

complete the 2008 Project, that the District will be able to raise through the issuance of bonds, or

otherwise, the moneys necessary to complete the 2008 Project. Although the Developer has

agreed to complete the 2008 Project regardless of such insufficiency, and has entered into a

Completion Agreement (defined herein) with the District as evidenced thereof, there can be no

assurance that the Developer will have sufficient resources to do so. See “THE CAPITAL

IMPROVEMENT PLAN AND 2008 PROJECT” and “THE DEVELOPMENT” herein.

17. FCE May Not Have Sufficient Funds to Purchase Tendered Bonds. There can be

no assurance, in the event the Developer fails to complete the Construction by March 31, 2011

and the Series 2008 Bonds are subject to mandatory tender as provided in the Indenture, FCE

will have sufficient funds to purchase the Series 2008 Bonds on the Mandatory Tender Date.

While, pursuant to the Guaranty, FCE has guaranteed the obligation of the Developer to

complete the Construction no later than March 31, 2011, FCE is not obligated to pay Series 2008

Assessments which are pledged to secure the Series 2008 Bonds.

18. Contested Tax Assessments. Florida law provides a procedure whereby a

taxpayer may contest a “tax assessment.” It is unclear whether this procedure applies to non ad

valorem assessments such as the Series 2008 Assessments and there are judicial decisions that

support both views. Under the procedure, a taxpayer may bring suit to contest a “tax

assessment” if the taxpayer pays the amount of “tax” that the taxpayer admits to owing, and

upon the making such payment, all procedures for the collection of the unpaid taxes are

suspended until the suit is resolved. If it is determined that the procedure applies to non ad

valorem assessments such as the Series 2008 Assessments, then it is possible that as a result of a

challenge to such assessments, the collection procedures described above under the caption

“SECURITY FOR THE SERIES 2008 BONDS – Special Assessment Collection Procedures” could

be held in abeyance until the challenge is resolved. This would result in a delay in the collection

of the Series 2008 Assessments which could have a material and adverse affect upon the ability

of the District to timely pay debt service on the Series 2008 Bonds.

27

This section does not purport to summarize all risks that may be associated with

purchasing or owning the Series 2008 Bonds and prospective purchasers are advised to read

this Limited Offering Memorandum in its entirety, to visit the District and to ask questions of

representatives of the Developer to obtain a more complete description of investment

considerations relating to the Series 2008 Bonds.

SOURCES AND USES OF FUNDS

The table that follows summarizes the estimated sources and uses of proceeds of the

Series 2008 Bonds:

Sources of Funds:

Aggregate Principal Amount of Series 2008 Bonds $60,285,000.00

Total Sources $60,285,000.00

Use of Funds:

Deposit to General Subaccount of the 2008 Acquisition and

Construction Account $49,420,147.03

Deposit to 2008 Capitalized Interest Account* 6,998,465.47

Deposit to 2008 Reserve Account 3,014,250.00

Costs of Issuance (incl. Underwriter's Discount) 852,137.50

Total Uses $60,285,000.00

___________

* Includes capitalized interest through November 1, 2009.

28

DEBT SERVICE REQUIREMENTS

The following table sets forth the approximate debt service requirements for the Series

2008 Bonds:

Year Ending

(November 1) Principal Amount* Interest Total

2008 $ 3,119,958.08 $ 3,119,958.08

2009 4,144,593.76 4,144,593.76

2010 4,144,593.76 4,144,593.76

2011 4,144,593.76 4,144,593.76

2012 4,144,593.76 4,144,593.76

2013 4,144,593.76 4,144,593.76

2014 4,144,593.76 4,144,593.76

2015 4,144,593.76 4,144,593.76

2016 4,144,593.76 4,144,593.76

2017 4,144,593.76 4,144,593.76

2018 $ 505,000 4,127,234.38 4,632,234.38

2019 625,000 4,088,390.63 4,713,390.63

2020 750,000 4,041,125.01 4,791,125.01

2021 890,000 3,984,750.01 4,874,750.01

2022 1,040,000 3,918,406.26 4,958,406.26

2023 1,200,000 3,841,406.26 5,041,406.26

2024 1,375,000 3,752,890.63 5,127,890.63

2025 1,565,000 3,651,828.13 5,216,828.13

2026 1,770,000 3,537,187.51 5,307,187.51

2027 1,990,000 3,407,937.51 5,397,937.51

2028 2,225,000 3,263,046.88 5,488,046.88

2029 2,480,000 3,101,312.50 5,581,312.50

2030 2,755,000 2,921,359.38 5,676,359.38

2031 3,050,000 2,721,812.51 5,771,812.51

2032 3,370,000 2,501,125.01 5,871,125.01

2033 3,715,000 2,257,578.13 5,972,578.13

2034 4,085,000 1,989,453.13 6,074,453.13

2035 4,485,000 1,694,859.38 6,179,859.38

2036 4,910,000 1,371,906.25 6,281,906.25

2037 5,370,000 1,018,531.25 6,388,531.25

2038 5,865,000 632,328.13 6,497,328.13

2039 6,265,000 215,359.38 6,480,359.38

TOTAL $60,285,000 $102,461,130.18 $162,746,130.18____________________* Includes amortization installments.

29

THE DISTRICT

General

The District is an independent local unit of special purpose government of the State

created in accordance with the Act, by the Ordinance. The District encompasses approximately

55 acres of land located in the City.

Governance

The Act provides that a five-member Board of Supervisors (the “Board”) serves as the

governing body of the District. Members of the Board (the “Supervisors”) must be residents of

the State and citizens of the United States. Initially, the Supervisors were appointed in the

Ordinance. Within 90 days after formation of the District, an election was held pursuant to

which new Supervisors were elected on an at-large basis by the owners of the property within

the District. Ownership of land within the District entitles the owner to one vote per acre (with

fractions thereof rounded upward to the nearest whole number). A Supervisor serves until

expiration of his or her term and until his or her successor is chosen and qualified. If, during a

term of office, a vacancy occurs, the remaining Supervisors may fill the vacancy by an

appointment of an interim Supervisor for the remainder of the unexpired term.

At the initial election by landowners, the landowners in the District elected two

Supervisors to four-year terms and three Supervisors to two-year terms at bi-annual elections.

Six years after the initial appointment of Supervisors or in the year the District attains at least

250 qualified electors, whichever is later, Supervisors whose terms are expiring will begin to be

elected (as their terms expire) by qualified electors of the District. A qualified elector is a

registered voter who is at least eighteen years of age, a resident of the District and the State and

a citizen of the United States. At the election where Supervisors are first elected by qualified

electors, two Supervisors must be qualified electors and be elected by qualified electors, one to a

four-year term and one to a two-year term. The other Supervisor will be elected by landowners

for a four-year term. Thereafter, as terms expire, all Supervisors must be qualified electors and

be elected by qualified electors to serve staggered terms.

Notwithstanding the foregoing, if at any time the Board proposes to exercise its ad

valorem taxing power, prior to the exercise of such power, it shall call an election at which all

Supervisors shall be elected by qualified electors in the District. Elections subsequent to such

decision shall be held in a manner such that the Supervisors will serve four-year terms with

staggered expiration dates in the manner set forth in the Act.

The Act provides that it shall not be an impermissible conflict of interest under State law

governing public officials for a Supervisor to be a stockholder, officer or employee of a owner of

the land within the District.

30

The current members of the Board are set forth below:

Name Title

Charles H. Ratner* Chairman

Irv Zeldman Vice Chairman

Sheldon B. Guren** Assistant Secretary

Mary Milu*** Assistant Secretary

Dennis Testa*** Assistant Secretary

_________

* Mr. Ratner is a shareholder of Forest City Enterprises, Inc. and is related to several of the

principal shareholders in the company.

** Personal friend and business relation to members of the Ratner family.

*** Employees of Gulfstream Park Racing Association, Inc.

A majority of the Supervisors constitutes a quorum for the purposes of conducting the

business of the District and exercising its powers and for all other purposes. Action taken by

the District shall be upon a vote of the majority of the Supervisors present unless general law or

a rule of the District requires a greater number. All meetings of the Board are open to the public

under the State's “sunshine” or open meetings law.

Powers and Authority

As a special district, the District has only those powers specifically delegated to it by the

Act and the Ordinance, or necessarily implied from powers specifically delegated to it. The Act

provides that the District has the power to issue general obligation, revenue and Assessment

Revenue Bonds in any combination to pay all or part of the cost of infrastructure improvements

authorized under the Act. The Act further provides that the District has the power to levy and

assess taxes on all taxable real and tangible personal property, and to levy Assessments on

specially benefited lands, within its boundaries to pay the principal of and interest on bonds

issued and to provide for any sinking or other funds established in connection with any such

bond issues. The Act also authorizes the District to impose assessments to maintain assets of

the District and to pay operating expenses of the District. The District may also impose user

fees, rates and charges and may enter into agreements with property owner associations within

and without the boundaries of the District in order to defray its administrative, maintenance

and operating expenses. The District anticipates that it will enter into an agreement with the

homeowners' association within the Development pursuant to which the homeowners'

association will maintain the improvements within the District owned by the District and will

pay the cost of such maintenance.

Among other provisions, the Act gives the District the right (i) to hold, control, and

acquire by donation, purchase, condemnation, or dispose of, any public easements, dedications

to public use, platted reservations for public purposes, or any reservations for those purposes

authorized by the Act and to make use of such easements, dedications, or reservations for any

of the purposes authorized by the Act, (ii) to finance, fund, plan, establish, acquire, construct or

31

reconstruct, enlarge or extend, equip, operate and maintain systems and facilities for various

basic infrastructures, including District roads equal to or exceeding the specifications of the

county in which such district roads are located, facilities for indoor and outdoor recreational,

cultural and educational uses, and any other project within or without the boundaries of the

District when a local government has issued a development order approving or expressly

requiring the construction or funding of the project by the District, or when the project is the

subject of an agreement between the District and a governmental entity and is consistent with

the local government comprehensive plan of the local government within which the project is to

be located, (iii) to borrow money and issue bonds of the District, and (iv) to exercise all other

powers necessary, convenient, incidental, or proper in connection with any of the powers or

duties of the District stated in the Act.

Also, pursuant to the Ordinance, the District has been granted special powers pursuant

to Sections 190.012(1), 190.012(2)(d) and (f) of the Act (except for powers regarding waste

disposal) and 190.012(3) of the Act. Such special powers include the right to (i) finance, fund,

plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and

maintain systems, facilities, and basic infrastructures for (a) water management and control for

the lands within the District and to connect some or any of such facilities with roads and

bridges, (b) water supply, sewer, and wastewater management, reclamation, and reuse or any

combination thereof, and to construct and operate connecting intercepting or outlet sewers and

sewer mains and pipes and water mains, conduits or pipelines, in along, 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, (c) bridges or culverts that may be needed across

any drain, ditch, canal, floodway, holding basin, excavation, public highway, tract, grade, fill, or

cut and roadways over levees and embankments, and to construct any and all of such works

and improvements across, through, or over any public right-of-way, highway, grade, fill or cut,

(d) District roads equal to or exceeding the specifications of the county in which such District

roads are located, and street lights, (e) buses, trolleys, transit shelters, ridesharing facilities and

services, parking improvements, and related signage, (f) investigation and remediation costs

associated with the cleanup of actual or perceived environmental contamination within the

District under the supervision or direction of a competent governmental authority unless the

covered costs benefit any person who is a landowner within the District and who caused or

contributed to the contamination, (g) 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, and (h) any other project within or without the boundaries of the District

when a local government issued a development order approving or expressly requiring the

construction or funding of the project by the District, or when the project is the subject of an

agreement between the District and a governmental entity and is consistent with the local

government comprehensive plan of the local government within which the project is to be

located, (ii) security, including, but not limited to, guardhouses, fences and gates, electronic

intrusion detection systems, and patrol cars, and collection of commercial or industrial waste,

(iii) collection of commercial or industrial waste, and (iv) adopt and enforce appropriate rules in

32

connection with the provision of one or more services through the District's systems and

facilities.

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 performed by the County, acting through its Board of County Commissioners and

its 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 2008 Bonds.

The District Manager and Other Consultants

The Act requires 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 provision 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.

The District has retained Fishkind & Associates, Inc., Orlando, Florida to serve as district

manager (the “District Manager”). The District Manager’s office is located at 12051 Corporate

Boulevard, Orlando, Florida 32817 and its telephone number is (407) 382-3556. The District

Manager also serves as Financial Consultant to the District.

The District Manager’s typical responsibilities can briefly be summarized as overseeing

directly and coordinating the planning, financing, purchasing, staffing and reporting of District

matters, as well as acting as the 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 Billings, Cochran, Heath, Lyles,

Mauro, Anderson and Ramsey, P.A., Fort Lauderdale, Florida, as District Counsel; Alvarez

Engineers, Inc., Miami, Florida, as District Engineer; and Akerman Senterfitt, Orlando, Florida,

as Bond Counsel.

THE CAPITAL IMPROVEMENT PLAN AND 2008 PROJECT

The District’s Capital Improvement Plan (“CIP”) consists of the infrastructure costs for

the acquisition, construction and installation and equipping of roadway improvements,

stormwater management facilities, a water distribution system, a sanitary sewer system, public

parking and outdoor recreational areas. Detailed information concerning the CIP is contained

33

in the District Engineer's Report set forth in APPENDIX B hereto, which report should be read

in its entirety. The total cost of the CIP is estimated to be $143,331,899.

Approximately $49,636,899 of the proceeds from the Series 2008 Bonds will be used to

finance a portion of the CIP related to the Phase I of the Development (the “2008 Project”). The

Developer will covenant to fund that portion of the 2008 Project not financed by the proceeds of

the Series 2008 Bonds pursuant to a Completion Agreement between the District and the

Developer (the “Completion Agreement”). See “THE DEVELOPMENT – Development Finance

Plan” below for additional information regarding the financing of the Development.

A summary of the estimated costs of the total CIP and the portion related to Phase I are

set forth in the following table:

Phase I__ Future Phases Total___

Road & Transportation Improvements $32,050,725 $77,345,000 $109,395,725

Stormwater Management System 4,321,037 3,500,000 7,821,037

Water Distribution System 1,017,075 350,000 1,367,075

Sanitary Sewer System 3,105,874 5,000,000 8,105,874

Parks, Outdoor & Cultural Facilities 8,642,188 4,500,000 13,142,188

School Improvements 0 2,000,000 2,000,000

Security Facilities 500,000 1,000,000 1,500,000

Totals $49,636,899 $93,695,000 $143,331,899

THE LANDOWNER AND THE DEVELOPER

The following information has been provided by the Developer. Certain of the

following information is beyond the direct knowledge of the District, and the District has no

way of guaranteeing the accuracy of all of the following. In connection with the issuance of the

Series 2008 Bonds, the Developer will warrant and represent that (i) the information herein

under the captions “THE LANDOWNER AND THE DEVELOPER” and “THE

DEVELOPMENT,” and (ii) the information relating to the Development and the Developer

under “BONDHOLDERS' RISKS,” 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 owner of the lands within the District is Gulfstream Park Racing Association, Inc., a

Florida Corporation (“GPRA”). GPRA is owned by Magna Entertainment Corporation

(“MEC”). GPRA has entered into a 99 year ground lease with the Developer dated August 3,

2007 (the “Ground Lease”). The Developer is owned equally by two members, GPRA

Commercial Enterprises, Inc. and FC Gulfstream Park, Inc. GPRA Commercial Enterprises, Inc.

is an affiliated entity of GPRA. FC Gulfstream Park, Inc. is a wholly owned subsidiary of Forest

City Enterprises, Inc. (“FCE”).

34

Forest City Enterprises Overview

FCE is a publicly traded real estate company and is principally engaged in the

ownership, development, acquisition and management of premier commercial and residential

real estate throughout the United States. A NYSE-listed real estate company (NYSE: FCEA and

FCEB) based in Cleveland, Ohio, FCE's portfolio includes interests in retail centers, apartment

communities, office buildings and hotels throughout the United States. Established in 1921,

FCE operates under three strategic business units: Commercial, Residential and Land

Development. It is committed to building superior, long-term value through a consistent

strategic focus on projects in markets with high-growth potential and challenging barriers to

entry.

FCE's Annual Report on Form 10-K for the fiscal year ending January 31, 2007, as filed

by FCE with the U.S. Securities and Exchange Commission on March 28, 2007 (the “Annual

Report”) and the Form 10-Q for the fiscal quarter ending October 31, 2007 as filed by FCE on

December 7, 2007 pursuant to the Securities Exchange Act of 1934, sets forth certain data

relative to the consolidated financial position of FCE and its subsidiaries as of that date. The

U.S. Securities and Exchange Commission maintains an Internet web site that contains reports,

proxy and information statements regarding registrants that file electronically with the U.S.

Securities and Exchange Commission, including FCE. The address of such Internet web site is

www.sec.gov.

According to FCE's Annual Report, the Commercial Group is FCE's largest business

unit; the Commercial Group's total assets for the fiscal year ending January 31, 2007 are

approximately $6.3 billion. Its commercial properties portfolio includes retail, office buildings,

hotels and mixed-use properties - with 90 completed projects and a robust pipeline of projects

under construction or development. The Residential Group owns and/or manages residential

rental properties in 19 states and the District of Columbia. As of fiscal year ending January 31,

2007, the Residential Group’s operating portfolio consisted of 32,189 units in 118 properties in

which FCE has an ownership interest. In addition, FCE owns a residual interest in and

manages 10 properties containing 1,765 units of syndicated senior citizen subsidized housing.

Its portfolio includes apartment communities, adaptive re-use, senior housing and military

housing. As of fiscal year ending January 31, 2007, the Land Development Group owns 12,090

acres of undeveloped land for commercial and residential development purposes and has land

development projects in 11 states.

In addition to being a 50% owner in the Developer, FCE subsidiaries are managing and

leasing the Development.

MEC Overview

Magna Entertainment Corp. (“MEC”) was incorporated on March 4, 1999 under the laws

of the State of Delaware as MI Venture Inc. MEC’s certificate of incorporation was amended by

a certificate of amendment on August 30, 1999 to reclassify its Common Stock into Class A

Common Stock and to add a new class of stock designated as Class C Common Stock. MEC’s

35

certificate of incorporation was further amended on November 4, 1999 to change its name to

MI Entertainment Corp., add share provisions for MEC’s Class A Subordinate Voting Stock and

Class B Stock, and reclassify and subdivide its issued and outstanding Class C Common Stock

into Class B Stock. MEC’s certificate of incorporation was further amended on January 26, 2000

to change MEC’s name to Magna Entertainment Corp. MEC’s certificate of incorporation was

further amended on February 29, 2000 to broaden its corporate purpose, clarify the attributes of

MEC’s Class A Subordinate Voting Stock and Class B Stock, and implement MEC’s Corporate

Constitution. Subsequently, MEC’s certificate of incorporation was restated on March 1, 2000 to

consolidate all prior amendments.

MEC’s registered office is located at 1209 Orange Street, Wilmington, Delaware, 19801

and its principal executive office is located at 337 Magna Drive, Aurora, Ontario, Canada

L4G 7K1.

MEC owns horse racetracks in California, Florida, Maryland, Texas, Oklahoma, Ohio,

Oregon and Ebreichsdorf, Austria, operated a racetrack in Michigan until November 2007 and,

under a management agreement, operates a Pennsylvania racetrack previously owned by the

company. Based on revenues, MEC is North America's number one owner and operator of

horse racetracks, and is a leading supplier, via simulcasting, of live racing content to the

growing inter-track, off-track and account wagering markets. MEC currently operates or

manages eight thoroughbred racetracks, one standardbred (harness racing) racetrack, two

racetracks that run both thoroughbred and quarterhorse meets and one racetrack that runs both

thoroughbred and standardbred meets, as well as the simulcast wagering venues at these

tracks. Three of MEC’s racetracks, Gulfstream Park, Remington Park and Magna Racino™,

include casino operations with alternative gaming machines and The Meadows, at which MEC

manages racing operations commenced casino operations in May 2007. In addition, MEC

operates off-track betting facilities, a United States national account wagering business known

as XpressBet®, which permits customers to place wagers by telephone and over the Internet on

horse races at over 100 North American racetracks and internationally on races in Australia,

South Africa and Dubai, and a European account wagering service known as MagnaBet™.

Pursuant to a joint venture with Churchill Downs Incorporated (“Churchill Downs” or “CDI”),

MEC also owns a 50% interest in HorseRacing TV™ (“HRTV™”), a television network focused

on horse racing that MEC initially launched on the Racetrack Television Network (“RTN”).

HRTV™ is currently distributed to more than 14 million cable and satellite TV subscribers.

RTN, in which MEC has a minority interest, was formed to telecast races from MEC’s racetracks

and other racetracks to paying subscribers, via private direct to home satellite. Under an

agreement with CDI and Racing UK Limited, MEC is a partner in a subscription television

channel called “Racing World” that broadcasts races from MEC’s and CDI’s racetracks, as well

as other North American and international racetracks, into the United Kingdom and Ireland.

MEC also owns AmTote International, Inc. (“AmTote”), a provider of totalisator services to the

pari-mutuel industry. To support certain of MEC’s thoroughbred racetracks, it owns and

operates thoroughbred training centers in Palm Beach County, Florida and in the Baltimore,

Maryland area and, under a lease agreement, operates an additional thoroughbred training

center situated near San Diego, California. MEC also owns and operates production facilities in

36

Austria and in North Carolina for StreuFex™, a straw-based horse bedding product. In addition

to MEC’s racetracks, its real estate portfolio includes a residential development in Austria. MEC

is also working with potential developers and strategic partners on proposals for developing

leisure and entertainment or retail-based projects on excess land surrounding, or adjacent to,

certain of MEC’s premier racetracks. MEC has announced that pursuant to a plan to eliminate

its net debt by December 31, 2008, it is pursuing the sale of certain real estate, racetracks and

other assets as well as considering strategic transactions involving its other racing, gaming and

technology operations. In the notes to the financial statements included in the MEC Form 10-Q

for the period ended September 30, 2007 filed with the Securities and Exchange Commission

November 9, 2007 MEC disclosed information about the net losses it has incurred for the years

ended December 31, 2006, 2005 and 2004, respectively, the net loss incurred for the nine months

ended September 30, 2007, and, as at September 30, 2007, its accumulated deficit and working

capital deficiency. The note disclosure also stated that, accordingly, MEC's ability to continue

as a going concern is in substantial doubt and is dependent on MEC generating cash flows that

are adequate to sustain the operations of the business, renew or extend current financing

arrangements and meet its obligations with respect to secured and unsecured creditors, none of

which is assured.

THE DEVELOPMENT

Overview

The Development is planned as a 55 acre mixed-use development in the City of

Hallandale Beach, Florida. At completion, the Development is expected to contain 1,500

residential condominium units, approximately 750,000 square feet of retail space, 140,000 square

feet of office space, 500 hotel rooms, a 2,500 seat cinema facility and structured parking facilities.

All 55 acres of the Development are within the District.

The Development is situated just north of the Miami-Dade County line and the City of

Aventura, roughly midway between the central business districts of Fort Lauderdale and

Miami. The Development borders the east side of South Federal Highway (US-1),

approximately 1/10th of a mile north of NE 213 Street. The primary east/west access to the

Development is provided by Hallandale Beach Boulevard, Miami Gardens Drive, the William

Lehman Causeway and Northeast 203rd Street. The primary north/south roadways include

Interstate 95, US-1 (which becomes Biscayne Boulevard in Miami) and West Dixie Highway.

The Development is approximately 1.7 miles east of I-95. The Development is immediately

adjacent to MEC's Gulfstream Park, a recently renovated (at a cost of approximately $176

million for the racing facility development and approximately $36 million for the casino facility

development) thoroughbred horse racing and casino facility (the “Gulfstream Park Racetrack”).

The Gulfstream Park Racetrack was recently renovated, including a new 4 story clubhouse and

expanded racetrack. The clubhouse includes over 300,000 square feet of racing, dining and

entertainment amenities, including the recent addition of 1,200 Class III slot machines.

The Development will combine a state of the art open air town center design, lifestyle

shopping, dining, residential and entertainment elements. The site plan is designed as a high

37

quality Mediterranean experience, landscaped with pedestrian promenades, gardens, fountains

and highlighted by the spectacle of the clubhouse, paddock, thoroughbred racetrack and casino.

Assuming all future phases are developed, the Development in totality will include in excess of

2 million sq. ft. of development. It is ultimately intended to include a unique residential village

overlooking the picturesque racetrack, Florida's intercoastal waterway and the Atlantic Ocean

beyond.

Phasing of Project

The Development is anticipated to be developed in a minimum of 4 phases. Phase I is

further broken out between Phase I and Phase I(b). The Assessment Methodology levies the

2008 Assessments for the Series 2008 Bonds on the Phase I property (excluding Phase I(b)).

Each future Phase is expected to have assessments levied against it as well. The actual square

footage within each phase may vary, though the total development plan is expected to remain

constant.

Phase I Phase Ib Phase II Phase III Phase IV Total

Development

Period

2008-10 2009-11 2012-14 2015-17 2018-2020

Retail (s.f.) 375,000 100,000 100,000 100,000 75,000 750,000

Office (s.f.) 70,000 70,000 140,000

Hotel (rooms) 250 250 500

Cinema (seats) 2,500 2,500

Residential (units) 125 375 500 500 1,500

The aforementioned projections are based upon estimates and assumptions made by the

Developer, and while considered reasonable, are inherently uncertain and are subject to significant

business, economic and competitive uncertainties and contingencies, all of which are difficult to predict

and many of which are beyond the control of the Developer. As a result, there can be no assurance such

projections will occur or be realized in the phased order and time frames described above.

The Ground Lease is initially on approximately 30 acres of the 55 acres planned for

development. This initial 30 acres satisfies the requirements for construction and operation of

Phase I. An Option Agreement dated August 3, 2007 between GPRA and the Developer

contemplates the Developer potentially having the right to enter into additional ground leases

or to expand the Ground Lease to the full 55 acres.

Phase I

As shown above, the current development plan for Phase I consists of 375,000 sq. ft. of

retail space, 70,000 sq. ft. of office space and approximately 250 hotel rooms. Site work

including foundations and steel erection on Phase I has commenced. The initial portion of the

Phase I retail and office space is expected to be complete by the first quarter of 2009.

The Developer has entered into a construction management agreement with The Law

Company, Inc. (“Law Company”) with respect to the vertical construction of the commercial

38

and retail portion of Phase I. Further, FCE has entered into a Guaranty, described below, on

substantially all of the Phase I retail and office space.

Vertical Completion Guaranty

The Developer and FCE have entered into the Guaranty, for the benefit of the District,

pursuant to which the Developer will covenant (and FCE will guarantee) to complete the

Construction on or before November 1, 2010 (or, if by reason of “Unavoidable Delay”, prior to

March 31, 2011). In the event that the Construction has not been completed by the Developer

prior to March 31, 2011, the Series 2008 Bonds are subject to mandatory tender. As defined in

the Guaranty, Construction is defined to mean the full, complete and punctual construction and

completion of the entire scope of the Developer’s obligations to construct and complete at least

67,000 square feet of office space and 375,000 square feet of retail space, subject to reduction in

scope as provided in the Guaranty (the “Private Developments”), in accordance with any loan

agreements and other documents evidencing and securing the Construction Loan, and all laws

and other requirements of governmental authorities having jurisdiction over the Development,

and Unavoidable Delay is defined in the Guaranty to mean any delay in the construction of the

Private Developments caused by natural disaster, fire, earthquake, flood, explosion,

extraordinary adverse weather conditions, inability to procure or a general shortage of labor,

equipment, facilities, energy, materials or supplies in the open market, failure of transportation,

strikes, lockouts or other event or occurrence beyond the reasonable control of Developer or

Guarantor, as the case may be (other than the unavailability of funds). The scope of the Private

Developments may be reduced by agreement between the Developer and Key Bank, as agent

and on behalf of the lenders which are parties to the Construction Loan, as hereafter defined.

Pursuant to the Guaranty, FCE has agreed to purchase or provide funds to purchase the Series

2008 Bonds tendered on May 1, 2011. The Developer has assigned its rights to receive amounts

under the Guaranty to the District and the District simultaneously assigned those rights to the

Trustee for the benefit of the Holders of the Series 2008 Bonds. See “DESCRIPTION OF THE

SERIES 2008 BONDS – Mandatory Tender” and “THE DEVELOPMENT – Development

Finance Plan.”

Pursuant to the terms of the Guaranty, the Guaranty is not a guaranty of, and FCE's

Obligations, as defined therein, do not include: (i) payment or performance of the obligations of

Developer under the Acquisition Agreement, the Construction Loan, as hereafter defined, or the

related lender guaranty or otherwise, (ii) payment of any indebtedness of the Developer,

whether principal, premium or interest thereon, or (iii) any other obligation of Developer to the

District. Moreover, the Guaranty is not a guaranty of, and FCE's Obligations do not include, the

completion of or payment for the 2008 Project, whether under the Acquisition Agreement or

any other undertaking by the Developer or any other person.

Future Phases

Phases I(b), II, III and IV are anticipated to be constructed over the periods of time

indicated above. The retail portion of Phase I(b) is expected to start construction in 2008. The

Developer expects to continue to develop and own all of the retail, office and cinema facilities

39

within the Development. The Developer's current plan is to sub-lease the residential and hotel

pads to third parties for construction of those respective facilities.

Development/Management of the Project

The Developer has entered into a Development Agreement with Forest City Commercial

Development, Inc. (“FCCD”) pursuant to which FCCD will perform various development

services, including obtaining all required permits, licenses and approvals for the Development.

FCCD will also coordinate with Law Company related to the construction of the retail and

office development. Prior to completion of the retail and office space, FCCD will also be

responsible for the pre-leasing of the retail space. After completion, Forest City Commercial

Management, Inc. (“FCCM”) will be responsible for the day to day management and operation

of the retail and office space and all retail leasing activity. See “THE LANDOWNER AND THE


Description of the Retail and Leasing Status

The retail component of the Development is oriented as an upscale retail, lifestyle,

restaurant and entertainment complex as part of a larger mixed-use development. The retail

portion of Phase I(b) is expected to open in the fourth quarter 2009. FCCD has commenced pre-

leasing activity on the retail components. Currently five leases for a total of approximately

14,725 square feet of the retail space have been signed, 11 leases for an additional approximately

50,000 square feet of retail space have been negotiated and there are 6 letters of intent for leases

for approximately 48,000 square feet of retail space. It is not anticipated that the office space will

have significant pre-leasing activity prior to completion.

Buildings with retail space will range in size from 10,000 gross leasable square feet to

over 65,000 gross leasable square feet. It is anticipated that there will be an anchor tenant

occupying approximately 30,000 gross leasable square feet. It is expected that buildings will be

subdivided into smaller spaces ranging from 500 square feet to over 20,000 square feet

depending upon tenant type and market demand. Expected tenants include apparel, hard

goods, health and wellness, restaurants, boutiques, and service retailers. The Developer will

make available approximately 100,000 square feet of restaurant and cafe space. Asking net rents

for retail space are expected to start in the $25.00 per square foot range for large users to the

$54.00 per square foot range for small to mid-size retailers and higher for some smaller uses.

Buildings with office space will range in size from 36,000 net rentable square feet to over

40,000 net rentable square feet. It is expected that buildings will be subdivided into smaller

spaces ranging from 1,000 square feet to over 30,000 square feet depending upon market

demand. Expected tenants include brokers and other high profile service providers. Asking

rents for office space are expected to be in the $32.00 to $35.00 per square foot range, fully

serviced. The Developer expects office lease activity to commence in the 2nd quarter of 2009.

40

Hotel

Negotiations are in process with a national hotel developer/operator regarding a

proposed 275 room full service hotel. It is anticipated that construction of the hotel would

commence first quarter of 2009 and be completed fourth quarter of 2010.

Residential Product Offerings / Marketing

The Development is expected to include 1,500 residential units which are expected to

range in size from 900 to over 1,500 square feet and are expected to contain mainly 1 and 2

bedrooms. Price points are expected to range from $375,000 to $750,000. The residential units

are not included in Phase I of the Development.

Parking Facilities

Parking for the first phase of development will be provided by a combination of surface

and structured parking. The plan of development currently anticipates the construction of two

parking structures. One parking structure will provide additional parking for the adjacent

retail/office and hotel development. The other parking structure will provide parking for the

adjacent retail/office and residential development.

Development Finance Plan

The Developer has estimated the total costs to complete the Phase I Development,

including all infrastructure, land and the Phase I retail and office space, but excluding the

construction of the hotel, to be approximately $200 million.

The Series 2008 Bonds are expected to finance approximately $49 million of

infrastructure improvements to support Phase I of the Development. Phase I of the

Development will be financed with bank financing provided by a syndicate including Key

Bank, LaSalle Bank and BMO Capital Markets Financing, Inc. (the “Construction Loan “). The

aggregate principal amount of the Construction Loan is $127.4 million, which closed August 28,

2007. The Construction Loan is secured by a first leasehold mortgage. The Construction Loan

matures on or about August 28, 2009 and is subject to two one year extensions. As of December

14, 2007, $13,914,353 has been drawn on the Construction Loan and expended on Phase I of the

Development. The Developer is not in default under the Construction Loan and the Developer

has the right to draw the full amount available to fund the costs of Phase I of the Development.

41

Phase I Estimated Sources and Uses

Sources of Funds:

Bank Loan $127,400,000

Bond Proceeds 49,000,000

Equity, Revenues and Cost Recovery __23,600,000

Total Sources $200,000,000

Uses of Funds:

Public Infrastructure $49,000,000

Construction Cost _151,000,000

Total Uses $200,000,000

Zoning, Permitting, Environmental and Restrictive Covenants

All zoning and site plan approvals have been obtained to allow for development of the

Development as described herein. The Development is zoned as a local activity center and is

considered a development of regional impact. The City adopted the final development order

for the Village at Gulfstream Park Development of Regional Impact (the “Gulfstream DRI”) on

November 6, 2006. The City also adopted amendments to its Comprehensive Plan creating a

Local Activity Center land use category for the Development. As part of the approval of the

Gulfstream DRI, the Developer is required to pay the School Board of Broward County

$2,000,000 to mitigate the impact of the Development on the local schools. The payment is

payable at the time of the environmental review for the first on-site residential building permit.

In addition, the City of Hallandale Beach imposed a requirement to build a minimum of 225

affordable workforce housing units within the City. At least 75 must be located within the

Development. At least 60 workforce units must be built by the time the certificate of occupancy

for the first market rate residential unit is issued, an additional 90 workforce units must be built

prior to the issuance of the certificate of occupancy for the 350th residential unit and the

remaining 75 workforce units must be constructed prior to the issuance of the certificate of

occupancy for the 1,000th residential unit.

The Developer has received permits from Miami-Dade County’s Department of

Environmental Resources Management (“DERM”), U.S. Army Corp of Engineers, and South

Florida Water Management District. Other permits will be obtained in the ordinary course of

business. There are no known environmental issues which require separate approvals from

state or federal environmental agencies or require environmental remediation of any kind.

Area Composition

The Development is located in primarily a residential area with significant commercial

and retail development centered on both sides of US-1. Off of US-1, development in the general

area is predominantly residential in nature, comprised of single family, multi-family and high

rise condominiums.

42

Retail Competition

The following is information pertaining to relevant retail competition to the

Development which the District and the Underwriter believe to be accurate but may not be

exhaustive.

Diplomat Landing was constructed in 2002 and contains approximately 51,727 square

feet of gross leasable area (“GLA”) of in-line retail space. This property is located on S. Federal

Highway in Hallandale Beach approximately 1.7 miles northeast of the Development. Lease

rates range from $24.00 to $36.00 per square foot.

Aventura Crossings was constructed in 2006 and contains approximately 220,000 square

feet of GLA with 160,000 square feet of anchor tenants and 60,000 square feet of in-line retail

space. Anchor tenants include Nordstrom Rack, Linen 'N Things, Crate & Barrel and Container

Store. This property is located on W. Dixie Highway in Miami-Dade County approximately 1.3

miles south of the Development. Lease rates range from approximately $25.00 to $30.00 per

square foot.

Aventura Square was constructed in 1997 and contains approximately 225,000 square

feet of GLA with 145,000 square feet of anchor tenants and 80,000 square feet of in-line retail

space. Anchor tenants include Bed Bath & Beyond, Old Navy and DSW Shoes. This property is

located on NE 191 St and Biscayne Boulevard in the City of Aventura approximately 2.1 miles

northeast of the Development. Lease rates range from approximately $28.00 to $30.00 per

square foot.

Loehman's Fashion Island was constructed in 1980 and last renovated in 1993 and

contains approximately 279,000 square feet of GLA with 147,000 square feet of anchor tenants

and 131,000 square feet of in-line retail space. Anchor tenants include Publix, Loehman's,

Barnes and Noble. This property is located on Biscayne Boulevard in the City of Aventura

approximately 1.8 miles south of the Development. Lease rates range from approximately

$28.00 to $29.00 per square foot.

Promenade Shops was constructed in 1988 and last renovated in 1998 and contains

approximately 298,000 square feet of GLA with 139,000 square feet of anchor tenants and

159,000 square feet of in-line retail space. Anchor tenants include Marshalls, Winn Dixie,

Circuit City and Michaels. This property is located on Biscayne Boulevard in the City of

Aventura approximately 0.7 miles south of the Development. Lease rates range from

approximately $26.00 to $27.00 per square foot

The property that dominates the trade area is Aventura Mall. This 2.4 million square

foot mall has three levels and is currently anchored by Bloomingdales, two Macy's stores (one is

a traditional department store and the other is a Men's/Home Furniture store), Sears, and JC

Penney. Lord & Taylor vacated its store a couple of years ago and the pad site is being

redeveloped with a Nordstrom, which is planned to open in the Spring of 2008. Along with

Dadeland Mall, Aventura Mall dominates the Miami-Dade County market. Its sales levels are

43

not nearly as high as Bal Harbour Shops, however Bal Harbour is much smaller and draws its

sales from the top end of the market, while Aventura has been able to be a dominant player

from the broad upper to lower end of the market.

Taxes and Assessments

Pursuant to the terms of their respective leases, each retail and office tenant will be

responsible for their respective portion of annual taxes and assessments on an ongoing basis as

a result of its leasehold interest of property within the District, including local ad valorem

property taxes. The District will levy Special Assessments in connection with the Capital

Improvement Plan and maintenance and operating cost.

The ad valorem millage rates applicable to a piece of property located within the District

is approximately 20.097 mills for Fiscal Year ended September 30, 2007.

User Fee Revenues



own, occupy or lease land included in the Developer’s leasehold estate under the Ground Lease,

to pay a user fee equal to 0.50% on the exchange of goods and services for money (“User Fee

Revenues”). The Developer has assigned its rights and interests in the User Fee Revenues to the

District. The District may use the User Fee Revenues to pay principal and interest on the Series

2008 Bonds through maturity and costs of operating and maintaining District property through

November 1, 2010. The District and the Developer anticipate entering into a Collection

Agreement with the Collection Agent pursuant to which the Collection Agent will agree to

collect the User Fee Revenues from each of the occupants described above. All User Fee

Revenues shall be deposited in the User Fee Fund established and held by the Trustee.

Amounts in the User Fee Fund shall be applied to pay the fees and costs due the Collection

Agent pursuant to the Collection Agreement, operation and maintenance expenses of the

District through November 1, 2010 and otherwise shall be deposited in the 2008 Revenue

Account in accordance with the Indenture.

The following table contains the estimated collections of the User Fee Revenues for the

period indicated:

[Remainder of page intentionally left blank.]

44

THE VILLAGE AT GULFSTREAM PARK

COMMUNITY DEVELOPMENT DISTRICT

(CITY OF HALLANDALE BEACH, FLORIDA)

$60,285,000

Projected Debt Service CoverageDebt Service Coverage

Bond Year

Ending

Net Annual Debt

Service

Projected User

Fees

Projected

Assessments

Collected

Maximum Special

Assessments

Projected

User Fees

Projected

Assessments

Collected

1-Nov-08 $0 $0 $0 $0 NA NA

1-Nov-09 $0 $0 $0 $0 NA NA

1-Nov-10 $4,126,631 ($616,747) $3,509,884 $4,224,594 14.9% 85.1%

1-Nov-11 $4,128,231 ($922,600) $3,205,631 $4,224,594 22.3% 77.7%

1-Nov-12 $4,129,863 ($1,121,788) $3,008,075 $4,226,194 27.2% 72.8%

1-Nov-13 $4,131,527 ($1,155,441) $2,976,086 $4,227,826 28.0% 72.0%

1-Nov-14 $4,133,225 ($1,190,104) $2,943,121 $4,229,490 28.8% 71.2%

1-Nov-15 $4,134,957 ($1,225,808) $2,909,150 $4,231,188 29.6% 70.4%

1-Nov-16 $4,136,724 ($1,262,582) $2,874,142 $4,232,920 30.5% 69.5%

1-Nov-17 $4,138,525 ($1,300,459) $2,838,066 $4,234,687 31.4% 68.6%

1-Nov-18 $4,628,004 ($1,339,473) $3,288,531 $4,236,489 28.9% 71.1%

1-Nov-19 $4,711,035 ($1,379,657) $3,331,378 $4,725,967 29.3% 70.7%

1-Nov-20 $4,790,681 ($1,421,047) $3,369,635 $4,808,998 29.7% 70.3%

1-Nov-21 $4,876,257 ($1,463,678) $3,412,579 $4,888,645 30.0% 70.0%

1-Nov-22 $4,961,902 ($1,507,589) $3,454,314 $4,974,220 30.4% 69.6%

1-Nov-23 $5,046,932 ($1,552,816) $3,494,115 $5,059,866 30.8% 69.2%

1-Nov-24 $5,135,486 ($1,599,401) $3,536,085 $5,144,895 31.1% 68.9%

1-Nov-25 $5,226,534 ($1,647,383) $3,579,152 $5,233,449 31.5% 68.5%

1-Nov-26 $5,319,047 ($1,696,804) $3,622,243 $5,324,498 31.9% 68.1%

1-Nov-27 $5,411,994 ($1,747,708) $3,664,285 $5,417,010 32.3% 67.7%

1-Nov-28 $5,504,343 ($1,800,140) $3,704,204 $5,509,957 32.7% 67.3%

1-Nov-29 $5,599,894 ($1,854,144) $3,745,750 $5,602,307 33.1% 66.9%

1-Nov-30 $5,697,272 ($1,909,768) $3,787,504 $5,697,857 33.5% 66.5%

1-Nov-31 $5,795,103 ($1,967,061) $3,828,041 $5,795,235 33.9% 66.1%

1-Nov-32 $5,896,840 ($2,026,073) $3,870,767 $5,893,066 34.4% 65.6%

1-Nov-33 $6,000,767 ($2,086,855) $3,913,912 $5,994,803 34.8% 65.2%

1-Nov-34 $6,105,165 ($2,149,461) $3,955,704 $6,098,730 35.2% 64.8%

1-Nov-35 $6,213,145 ($2,213,945) $3,999,200 $6,203,128 35.6% 64.4%

1-Nov-36 $6,317,817 ($2,280,363) $4,037,453 $6,311,108 36.1% 63.9%

1-Nov-37 $6,427,119 ($2,348,774) $4,078,345 $6,415,780 36.5% 63.5%

1-Nov-38 $6,538,647 ($2,419,237) $4,119,410 $6,525,082 37.0% 63.0%

1-Nov-39 $6,573,445 ($2,491,814) $4,081,631 $6,636,610 37.9% 62.1%____________________

Source: MuniCap, Inc.

45

Allocated Debt and Net Debt Service by Product Type

The following table contains estimated debt service allocation and User Fee Revenues by

product type. These estimates are preliminary and are subject to change based on final par.

Debt Service Allocation and User Fee Revenues by Product Type

Aggregate

Product

Gross

Allocated Debt(1)

Projected

Annual Net D/S

in 2015(1)

Projected

User Fee Revs

in 2015(2)

Projected

Net Annual

Assessments

in 2015(1)

Retail $50,359,294 $3,454,151 $1,096,376 $2,357,775

Office 3,136,864 215,158 0 215,158

Hotel 6,788,842 465,648 129,431 336,217

Total $60,285,000 $4,134,957 $1,225,807 $2,909,150

Debt Service Allocation and User Fee Revenues by Product Type

Per Unit

Product Units

Allocated

Debt(1)

Projected

Annual Net D/S

in 2015(1)

Projected

User Fee Revs

in 2015(2)

Projected

Net Annual

Assessments

in 2015(1)

Retail 375,000 s.f. $134 $9 $3 $6

Office 70,000 s.f. 45 3 0 3

Hotel 250 keys $27,155 $1,863 $518 $1,345_____________

Source: Banc of America Securities LLC

(1) Preliminary, subject to change based on final par.

(2) See “Appendix A: User Fee Projections”

TAX MATTERS

The Internal Revenue Code of 1986, as amended (the “Code”), includes requirements

which the District must continue to meet after the issuance of the Series 2008 Bonds in order

that interest on the Series 2008 Bonds not be included in gross income for federal income tax

purposes. The District's failure to meet these requirements may cause interest on the Series 2008

Bonds to be included in gross income for federal income tax purposes retroactive to the date of

issuance. The District will covenant in the Indenture to take the actions required by the Code in

order to maintain the exclusion from federal gross income of interest on the Series 2008 Bonds.

Bond Counsel expects to deliver an opinion at the time of issuance of the Series 2008 Bonds

substantially in the form set forth in Appendix D hereto.

In the opinion of Bond Counsel, rendered on the date of issuance of the Series 2008

Bonds, assuming continuing compliance by the District with the tax covenants referred to

above, under existing statutes, regulations, rulings and court decisions, interest on the Series

46

2008 Bonds is excluded from gross income for federal income tax purposes. Interest on the

Series 2008 Bonds is not an item of tax preference for purposes of the federal alternative

minimum tax imposed on individuals and corporations. However, interest on the Series 2008

Bonds is taken into account in determining adjusted current earnings for purposes of

computing the alternative minimum tax imposed on corporations. Bond Counsel is further of

the opinion upon the date of issuance of the Series 2008 Bonds that the Series 2008 Bonds and

the interest thereon are not subject to taxation by the State of Florida, except as to estate taxes

and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations

owned by corporations, as defined in said Chapter 220, Florida Statutes.

Except as described above, Bond Counsel will express no opinion regarding the federal

income tax consequences resulting from the ownership of, receipt of interest on, or disposition

of the Series 2008 Bonds.

Bond Counsel's opinions are based on existing law, which is subject to change.

Moreover, Bond Counsel's opinions are not a guarantee of a particular result, and are not

binding on the IRS or the courts; rather, such opinions represent Bond Counsel's professional

judgment based on its review of existing law, and in reliance on the representation and

covenants that it deems relevant to such opinions.

Failure by the District to comply subsequent to the issuance of the Series 2008 Bonds

with certain requirements of the Code regarding the use, expenditure and investment of Series

2008 Bond proceeds and the timely payment of certain investment earning to the Treasury of

the United States may cause interest on the Series 2008 Bonds to become included in gross

income for federal income tax purposes retroactive to their date of issue. The District has

covenanted in the Indenture to comply with all provisions of the Code necessary to, among

other things, maintain the exclusion from gross income of interest on the Series 2008 Bonds for

purposes of federal income taxation. In rendering its opinion, Bond Counsel has assumed

continuing compliance with such covenants.

During recent years, legislative proposals have been introduced in Congress, and in

some cases enacted, that altered certain federal tax consequences resulting from the ownership

of obligations that are similar to the Series 2008 Bonds. In some cases these proposals have

contained provisions that altered these consequences on a retroactive basis. Such alteration of

federal tax consequences may have affected the market value of obligations similar in nature to

the Series 2008 Bonds. From time to time, legislative proposals may be introduced which could

have an effect on both the federal tax consequences resulting from the ownership of the Series

2008 Bonds and their market value. No assurance can be given that any such legislative

proposals, if enacted, would not apply to, or would not have an adverse effect upon, the Series

2008 Bonds.

Bond Counsel has not undertaken to advise in the future whether any events after the

date of issuance of the Series 2008 Bonds may affect the tax status of interest on the 2008 Bonds.

47

Moreover, except as stated above, prospective purchasers of the 2008 Bonds are advised to

consult their own tax advisors as to the applicability of other federal tax consequences

AGREEMENT BY THE STATE

Under the Act, the State pledges to the holders of any bonds issued thereunder,

including the Series 2008 Bonds, that it will not limit or alter the rights of the issuer of such

bonds, including the District, to own, acquire, construct, reconstruct, improve, maintain,

operate or furnish the projects, including the 2008 Project, subject to the Act or to levy and

collect taxes, assessments, rentals, rates, fees and other charges provided for in the Act and to

fulfill the terms of any agreement made with the holders of such bonds and that it will not in

any way impair the rights or remedies of such holders.

LEGALITY FOR INVESTMENT

The Act provides that bonds issued by community development districts are legal

investments for savings banks, banks, trust companies, insurance companies, executors,

administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency,

instrumentality, county, municipality or other political subdivision of the State, and constitute

securities that may be deposited by banks or trust companies as security for deposits of state,

county, municipal or other public funds, or by insurance companies as required or voluntary

statutory deposits.

SUITABILITY FOR INVESTMENT

In accordance with applicable provisions of Florida law, the Series 2008 Bonds may be

sold by the District only to “Accredited Investors” within the meaning of Chapter 517, Florida

Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder.

Investment in the Series 2008 Bonds poses certain economic risks. No dealer, broker, salesman

or other person has been authorized by the District or the Underwriter to give any information

or make any representations, other than those contained in this Limited Offering Memorandum,

and, if given or made, such other information or representations must not be relied upon as

having been authorized by either of the foregoing. Additional information will be made

available to each prospective investor, including the benefit of a site visit to the District and the

opportunity to ask questions of the Developer, as such prospective investor deems necessary in

order to make an informed decision with respect to the purchase of the Series 2008 Bonds.

Requests for additional information should be directed to the District Manager at: 12051

Corporate Boulevard, Orlando, Florida 32817 and its telephone number is (407) 382-3556 or the

Underwriter at 250 S. Park Avenue, Suite 400, Winter Park, Florida 32789 and its telephone

number is (407) 646-3040.

ENFORCEABILITY OF REMEDIES

The remedies available to the owners of the Series 2008 Bonds upon an event of default

under the Indenture are in many respects dependent upon judicial actions, which are often

48

subject to discretion and delay. Under existing constitutional and statutory law and judicial

decisions, including the federal bankruptcy code, the remedies specified by the Indenture and

the Series 2008 Bonds may not be readily available or may be limited. The various legal

opinions to be delivered concurrently with the delivery of the Series 2008 Bonds will be

qualified, as to the enforceability of the remedies provided in the various legal instruments, by

limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting

the rights of creditors and enacted before or after such delivery.

FINANCIAL STATEMENTS

Since its creation in May 2007, the limited expenses of the District have been funded

entirely by voluntary contributions from the Developer. Therefore, as of the date of this

Limited Offering Memorandum, the financial statements of the District would not contain any

information material to an investment decision with respect to the Series 2008 Bonds.

Under State law, while the District is required to prepare annual financial statements for

each fiscal year within twelve months after the end of the fiscal year, no audit of such records

by an independent certified public accountant is required unless the District (i) has revenues, or

the total of expenditures and expenses, in excess of $100,000 for such fiscal year, or (ii) has

revenues, or the total of expenditures and expenses, of between $50,000 and $100,000 and has

not been subject to a financial audit for the two preceding fiscal years.

The financial statements of the District are public records available to any party upon

written request and upon the payment of the legally allowable cost of reproduction.

LITIGATION

The District

There is no litigation of any nature now pending or, to the knowledge of the District,

threatened, seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series

2008 Bonds, or in any way contesting or affecting (i) the validity of the Series 2008 Bonds or any

proceedings of the District taken with respect to the issuance or sale thereof, (ii) the pledge or

application of any moneys or security provided for the payment of the Series 2008 Bonds, (iii)

the existence or powers of the District or (iv) the validity of the Assessment Proceedings.

The Developer

The Developer has represented to the District that there is no litigation of any nature

now pending or, to the knowledge of the Developer, threatened, which could reasonably be

expected to have a material and adverse effect upon the ability of the Developer to complete the

Development as described herein, materially and adversely affect the ability of the Developer to

pay the Assessments imposed against the land within the District owned by the Developer or

materially and adversely affect the ability of the Developer to perform its various obligations

described in this Limited Offering Memorandum.

49

On January 25, 2006, a law suit (Case No. 1:06CV0185) was filed against FCE in United

States District Court for the Northern District of Ohio alleging, among other things, that a joint

venture existed between FCE and the plaintiffs relating to the Development, that FCE had

breached the terms of their joint venture arrangement and that FCE breached fiduciary duties

owed to the plaintiffs based on their alleged relationship. The plaintiffs are seeking unspecified

damages and a fifteen percent (15%) equity interest in the Development. Of the six counts in

the complaint, FCE moved to dismiss five and denied the remaining count. The motion to

dismiss is pending and the case is currently in the discovery process. FCE believes the case is

without merit and is vigorously defending the suit.

NO RATING

No application for a rating of the Series 2008 Bonds has been made to any rating agency,

nor is there any reason to believe that the District would have been successful in obtaining an

investment grade rating for the Series 2008 Bonds had application been made.

CONTINUING DISCLOSURE

Pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”), the

District, the Developer MuniCap, Inc., as Dissemination Agent, and joined by GPRA, will enter

into a Continuing Disclosure Agreement (the “Disclosure Agreement”), for the benefit of the

Series 2008 Bondholders (including owners of beneficial interests in the Series 2008 Bonds), to

provide certain financial information and operating data relating to the District, the

Development, the Landowner and the Developer by certain dates prescribed in the Disclosure

Agreement (the “Reports”). The specific nature of the information to be contained in the

Reports is set forth in “Appendix E - Proposed Form of Disclosure Agreement.” Under certain

circumstances, the failure of the District or the Landowner to comply with its obligations under

the Disclosure Agreement constitutes an event of default thereunder. Such a default will not

constitute an event of default under the Indenture, but such event of default under the

Disclosure Agreement would allow the Bondholders (including owners of beneficial interests in

the Series 2008 Bonds) to bring an action for specific performance.

UNDERWRITING

Banc of America Securities LLC (the “Underwriter”) has agreed to purchase the Series

2008 Bonds from the District at a purchase price of $59,832,862.50 (the par amount of the Series

2008 Bonds, $60,285,000 less underwriting discount of $452,137.50). The Underwriter's

obligations are subject to certain conditions precedent and if obligated to purchase any of the

Series 2008 Bonds the Underwriter will be obligated to purchase all of the Series 2008 Bonds.

The Series 2008 Bonds may be offered and sold by the Underwriter at prices lower than the

initial offering prices stated on the cover hereof, and such initial offering prices may be changed

from time to time by the Underwriter.

50

EXPERTS

The references herein to Alvarez Engineers, Inc., as the District's Engineer, have been

approved by said firm, and the District Engineer's Report included in APPENDIX B to this

Limited Offering Memorandum, should be read in its entirety for complete information with

respect to the subjects discussed therein.

The references herein to Fishkind & Associates, Orlando, Florida, as the District

Manager and Financial Consultant, have been approved by said firm, and the Assessment

Methodology included herein as APPENDIX F, should be read in its entirety for complete

information with respect to the subjects discussed therein.

CONTINGENT FEES

The District has retained the Financial Consultant, the District Manager, Bond Counsel

and Counsel to the District with respect to the authorization, sale, execution and delivery of the

Series 2008 Bonds. Payment of all or a portion of the fees of such professionals relating to the

issuance of the Series 2008 Bonds and a discount to the Underwriter (which includes the fees of

Underwriter's Counsel) are each contingent upon the issuance of the Series 2008 Bonds.

VALIDATION

The Series 2008 Bonds were validated and confirmed by a final judgment of the

Seventeenth Judicial Circuit Court in and for Broward County, Florida, rendered on July 30,

2007. The period of time during which an appeal can be taken from such judgment has expired.

FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this Limited Offering

Memorandum constitute “forward-looking statements” within the meaning of the United States

Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities

Exchange Act of 1934, as amended, and Section 27A of the Securities Act. Such statements are

generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,”

“anticipate,” “budget” or other similar words.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS

CONTAINED IN SUCH FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND

UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE

ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE

MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR

ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING

STATEMENTS. THE DISTRICT DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS

TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF ITS

EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH

51

STATEMENTS ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER

“CONTINUING DISCLOSURE” HEREIN.

LEGAL MATTERS

Certain legal matters related to the authorization, sale and delivery of the Series 2008

Bonds are subject to the approval of Akerman Senterfitt, Orlando, Florida, Bond Counsel.

Certain legal matters will be passed upon for the Underwriter by its counsel Bryant Miller Olive

P.A., Orlando, Florida. Certain legal matters will be passed upon for the District by its counsel,

Billing, Cochran, Heath, Lyles, Mauro, Anderson & Ramsey, P.A., Fort Lauderdale, Florida.

Certain legal matters will be passed upon for the Trustee by Rogers Towers, Jacksonville,

Florida and for the Developer by David Gordon, Esquire, Associate General Counsel to Forest

City Enterprises, Inc.

52

AUTHORIZATION AND APPROVAL

The execution and delivery of this Limited Offering Memorandum has been duly

authorized by the Board of Supervisors of The Village at Gulfstream Park Community

Development District.



______/s/ Charles H. Ratner_____________________

Chairman, Board of Supervisors

A-1

APPENDIX A

USER FEE PROJECTIONS

THE VILLAGE OF GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT

(CITY OF HALLENDALE BEACH, FLORIDA)$60,285,000

SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2008A

Projected Special Assessments and User FeesDebt Service Coverage



Schedule I: Projected Net Annual Debt Service -- Series 2007

Bond Year Gross District Projected Capitalized Reserve Fund Net AnnualEnding Principal Interest Debt Service Operation Obligations Interest Income Debt Service

(a) (a) (b) (c) (d) (a) (a) (e)1-Nov-08 $0 $3,119,958 $3,119,958 $80,000 $3,199,958 ($3,199,958) $0 $01-Nov-09 $0 $4,144,594 $4,144,594 $80,000 $4,224,594 ($4,224,594) $0 $01-Nov-10 $0 $4,144,594 $4,144,594 $80,000 $4,224,594 ($97,963) $4,126,6311-Nov-11 $0 $4,144,594 $4,144,594 $81,600 $4,226,194 ($97,963) $4,128,2311-Nov-12 $0 $4,144,594 $4,144,594 $83,232 $4,227,826 ($97,963) $4,129,8631-Nov-13 $0 $4,144,594 $4,144,594 $84,897 $4,229,490 ($97,963) $4,131,5271-Nov-14 $0 $4,144,594 $4,144,594 $86,595 $4,231,188 ($97,963) $4,133,2251-Nov-15 $0 $4,144,594 $4,144,594 $88,326 $4,232,920 ($97,963) $4,134,9571-Nov-16 $0 $4,144,594 $4,144,594 $90,093 $4,234,687 ($97,963) $4,136,7241-Nov-17 $0 $4,144,594 $4,144,594 $91,895 $4,236,489 ($97,963) $4,138,5251-Nov-18 $505,000 $4,127,234 $4,632,234 $93,733 $4,725,967 ($97,963) $4,628,0041-Nov-19 $625,000 $4,088,391 $4,713,391 $95,607 $4,808,998 ($97,963) $4,711,0351-Nov-20 $750,000 $4,041,125 $4,791,125 $97,520 $4,888,645 ($97,963) $4,790,6811-Nov-21 $890,000 $3,984,750 $4,874,750 $99,470 $4,974,220 ($97,963) $4,876,2571-Nov-22 $1,040,000 $3,918,406 $4,958,406 $101,459 $5,059,866 ($97,963) $4,961,9021-Nov-23 $1,200,000 $3,841,406 $5,041,406 $103,489 $5,144,895 ($97,963) $5,046,9321-Nov-24 $1,375,000 $3,752,891 $5,127,891 $105,558 $5,233,449 ($97,963) $5,135,4861-Nov-25 $1,565,000 $3,651,828 $5,216,828 $107,669 $5,324,498 ($97,963) $5,226,5341-Nov-26 $1,770,000 $3,537,188 $5,307,188 $109,823 $5,417,010 ($97,963) $5,319,0471-Nov-27 $1,990,000 $3,407,938 $5,397,938 $112,019 $5,509,957 ($97,963) $5,411,9941-Nov-28 $2,225,000 $3,263,047 $5,488,047 $114,260 $5,602,307 ($97,963) $5,504,3431-Nov-29 $2,480,000 $3,101,313 $5,581,313 $116,545 $5,697,857 ($97,963) $5,599,8941-Nov-30 $2,755,000 $2,921,359 $5,676,359 $118,876 $5,795,235 ($97,963) $5,697,2721-Nov-31 $3,050,000 $2,721,813 $5,771,813 $121,253 $5,893,066 ($97,963) $5,795,1031-Nov-32 $3,370,000 $2,501,125 $5,871,125 $123,678 $5,994,803 ($97,963) $5,896,8401-Nov-33 $3,715,000 $2,257,578 $5,972,578 $126,152 $6,098,730 ($97,963) $6,000,7671-Nov-34 $4,085,000 $1,989,453 $6,074,453 $128,675 $6,203,128 ($97,963) $6,105,1651-Nov-35 $4,485,000 $1,694,859 $6,179,859 $131,248 $6,311,108 ($97,963) $6,213,1451-Nov-36 $4,910,000 $1,371,906 $6,281,906 $133,873 $6,415,780 ($97,963) $6,317,8171-Nov-37 $5,370,000 $1,018,531 $6,388,531 $136,551 $6,525,082 ($97,963) $6,427,1191-Nov-38 $5,865,000 $632,328 $6,497,328 $139,282 $6,636,610 ($97,963) $6,538,6471-Nov-39 $6,265,000 $215,359 $6,480,359 $142,068 $6,622,427 ($48,982) $6,573,445

Total $60,285,000 $102,461,130 $162,746,130 $3,405,446 $166,151,576 ($7,424,552) ($2,889,912) $155,837,112

(b) Gross debt service equals principal plus interest.(c) District operations are estimated and assumed to increase by two percent per year. Actual expenses may be different than estimated.(d) Projected obligations equal gross debt service plus district operations.(e) Net annual debt service equals gross debt service plus capitalized interest, reserve fund income, and district operations.

(a) Principal, interest, and capitalized interest are based on the Limited Offering Memorandum. Capitalized interest and reserve fund earnings applied todebt service include investment income and are dependent on investment rates, which may be different than assumed herein.

Page 1

Potential Initial Year InitialBuilding Sales Annual Opening Percentage Year Total

Type Area (SF) Per SF Sales Date of Sales Sales(a) (a) (a) (b) (a) (a) (c)

RetailBig Box - #1005 15,258 $500 $7,629,000 October 1, 2010 40% $3,051,600

Big Box - #1290 30,249 $500 $15,124,500 October 1, 2010 40% $6,049,800

Restaurants 78,279 $800 $62,623,200 March 1, 2009 80% $50,098,560

Entertainment 23,028 $500 $11,514,000 March 1, 2009 80% $9,211,200

Small shops 176,871 $500 $88,435,500 March 1, 2009 80% $70,748,400

Service/entertainment 57,023 $400 $22,809,200 March 1, 2009 80% $18,247,360

Total - retail 380,708 $547 $208,135,400

OfficeGeneral office 70,000

AnnualDaily Room Food and Total Hotel

Hotel Rooms Occupancy Room Rate Revenues Beverage Sales(a) (a) (a) (d) (a) (e)

Phase 1 hotel 275 75% $250 $18,820,313 $4,000,000 $22,820,313

(a) Based on information provided by Forest City Properties.(b) Annual sales equal sales per square foot times building area.(c) Initial year sales equal annual sales times initial year percentage of sales.(d) Annual room revenues equal rooms times 365 days per year times occupancy times daily rate.(e) Total hotel sales equal annual room revenues plus food and beverage revenues.

Schedule II: Projected Development



Page 2

Calendar Bond Big Box - #1005 Big Box - #1290 RestaurantsYear Year Inflation Sales Total Sales Total Sales Total

Ending Ending Factor SF Occupancy Per SF Sales SF Occupancy Per SF Sales SF Occupancy Per SF Sales(a) (b) (b) (b) (c) (b) (b) (b) (c) (b) (b) (b) (c)

31-Dec-07 1-Nov-08 100.0% 0 0% $500 $0 0 0% $500 $0 0 0 $800 $031-Dec-08 1-Nov-09 100.0% 0 0% $500 $0 0 0% $500 $0 0 0% $800 $031-Dec-09 1-Nov-10 103.0% 0 0% $515 $0 0 0% $515 $0 78,279 85% $824 $43,861,28931-Dec-10 1-Nov-11 106.1% 15,258 100% $530 $3,237,442 30,249 100% $530 $6,418,233 78,279 90% $849 $59,793,25831-Dec-11 1-Nov-12 109.3% 15,258 100% $546 $8,336,414 30,249 100% $546 $16,526,950 78,279 92% $874 $62,955,65731-Dec-12 1-Nov-13 112.6% 15,258 100% $563 $8,586,507 30,249 100% $563 $17,022,758 78,279 92% $900 $64,844,32631-Dec-13 1-Nov-14 115.9% 15,258 100% $580 $8,844,102 30,249 100% $580 $17,533,441 78,279 92% $927 $66,789,65631-Dec-14 1-Nov-15 119.4% 15,258 100% $597 $9,109,425 30,249 100% $597 $18,059,444 78,279 92% $955 $68,793,34631-Dec-15 1-Nov-16 123.0% 15,258 100% $615 $9,382,708 30,249 100% $615 $18,601,227 78,279 92% $984 $70,857,14631-Dec-16 1-Nov-17 126.7% 15,258 100% $633 $9,664,189 30,249 100% $633 $19,159,264 78,279 92% $1,013 $72,982,86031-Dec-17 1-Nov-18 130.5% 15,258 100% $652 $9,954,115 30,249 100% $652 $19,734,042 78,279 92% $1,044 $75,172,34631-Dec-18 1-Nov-19 134.4% 15,258 100% $672 $10,252,738 30,249 100% $672 $20,326,063 78,279 92% $1,075 $77,427,51731-Dec-19 1-Nov-20 138.4% 15,258 100% $692 $10,560,320 30,249 100% $692 $20,935,845 78,279 92% $1,107 $79,750,34231-Dec-20 1-Nov-21 142.6% 15,258 100% $713 $10,877,130 30,249 100% $713 $21,563,921 78,279 92% $1,141 $82,142,85231-Dec-21 1-Nov-22 146.9% 15,258 100% $734 $11,203,444 30,249 100% $734 $22,210,838 78,279 92% $1,175 $84,607,13831-Dec-22 1-Nov-23 151.3% 15,258 100% $756 $11,539,547 30,249 100% $756 $22,877,163 78,279 92% $1,210 $87,145,35231-Dec-23 1-Nov-24 155.8% 15,258 100% $779 $11,885,733 30,249 100% $779 $23,563,478 78,279 92% $1,246 $89,759,71331-Dec-24 1-Nov-25 160.5% 15,258 100% $802 $12,242,305 30,249 100% $802 $24,270,383 78,279 92% $1,284 $92,452,50431-Dec-25 1-Nov-26 165.3% 15,258 100% $826 $12,609,575 30,249 100% $826 $24,998,494 78,279 92% $1,322 $95,226,07931-Dec-26 1-Nov-27 170.2% 15,258 100% $851 $12,987,862 30,249 100% $851 $25,748,449 78,279 92% $1,362 $98,082,86231-Dec-27 1-Nov-28 175.4% 15,258 100% $877 $13,377,498 30,249 100% $877 $26,520,902 78,279 92% $1,403 $101,025,34731-Dec-28 1-Nov-29 180.6% 15,258 100% $903 $13,778,823 30,249 100% $903 $27,316,529 78,279 92% $1,445 $104,056,10831-Dec-29 1-Nov-30 186.0% 15,258 100% $930 $14,192,187 30,249 100% $930 $28,136,025 78,279 92% $1,488 $107,177,79131-Dec-30 1-Nov-31 191.6% 15,258 100% $958 $14,617,953 30,249 100% $958 $28,980,106 78,279 92% $1,533 $110,393,12531-Dec-31 1-Nov-32 197.4% 15,258 100% $987 $15,056,491 30,249 100% $987 $29,849,509 78,279 92% $1,579 $113,704,91931-Dec-32 1-Nov-33 203.3% 15,258 100% $1,016 $15,508,186 30,249 100% $1,016 $30,744,994 78,279 92% $1,626 $117,116,06631-Dec-33 1-Nov-34 209.4% 15,258 100% $1,047 $15,973,432 30,249 100% $1,047 $31,667,344 78,279 92% $1,675 $120,629,54831-Dec-34 1-Nov-35 215.7% 15,258 100% $1,078 $16,452,635 30,249 100% $1,078 $32,617,365 78,279 92% $1,725 $124,248,43531-Dec-35 1-Nov-36 222.1% 15,258 100% $1,111 $16,946,214 30,249 100% $1,111 $33,595,886 78,279 92% $1,777 $127,975,88831-Dec-36 1-Nov-37 228.8% 15,258 100% $1,144 $17,454,600 30,249 100% $1,144 $34,603,762 78,279 92% $1,830 $131,815,16431-Dec-37 1-Nov-38 235.7% 15,258 100% $1,178 $17,978,238 30,249 100% $1,178 $35,641,875 78,279 92% $1,885 $135,769,61931-Dec-38 1-Nov-39 242.7% 15,258 100% $1,214 $18,517,585 30,249 100% $1,214 $36,711,131 78,279 92% $1,942 $139,842,708

$361,127,398 $715,935,422 $2,806,398,961

(a) Inflation is assumed to increase by three percent per year beginning year 2009.(b) Based on information provided by Forest City Properties.(c) Total sales equals square footage times occupancy times sales per square foot. First year sales are adjusted as shown on Schedule II.

Schedule III: Projected Retail Sales



Page 3

Calendar Bond Entertainment Small Shops Service/Entertainment TotalYear Year Inflation Sales Total Sales Total Sales Total Retail

Ending Ending Factor SF Occupancy Per SF Sales SF Occupancy Per SF Sales SF Occupancy Per SF Sales Sales(a) (b) (b) (b) (c) (b) (b) (b) (c) (b) (b) (b) (c)

31-Dec-07 1-Nov-08 100.0% 0 0% $500 $0 0 0% $500 $0 0 0% $400 $0 $031-Dec-08 1-Nov-09 100.0% 0 0% $500 $0 0 0% $500 $0 0 0% $400 $0 $031-Dec-09 1-Nov-10 103.0% 23,028 85% $515 $8,064,406 176,871 85% $515 $61,940,224 57,023 85% $412 $15,975,564 $129,841,48331-Dec-10 1-Nov-11 106.1% 23,028 90% $530 $10,993,682 176,871 90% $530 $84,439,100 57,023 90% $424 $21,778,452 $186,660,16731-Dec-11 1-Nov-12 109.3% 23,028 92% $546 $11,575,126 176,871 92% $546 $88,904,990 57,023 92% $437 $22,930,290 $211,229,42731-Dec-12 1-Nov-13 112.6% 23,028 92% $563 $11,922,380 176,871 92% $563 $91,572,140 57,023 92% $450 $23,618,199 $217,566,30931-Dec-13 1-Nov-14 115.9% 23,028 92% $580 $12,280,051 176,871 92% $580 $94,319,304 57,023 92% $464 $24,326,745 $224,093,29931-Dec-14 1-Nov-15 119.4% 23,028 92% $597 $12,648,453 176,871 92% $597 $97,148,883 57,023 92% $478 $25,056,547 $230,816,09831-Dec-15 1-Nov-16 123.0% 23,028 92% $615 $13,027,906 176,871 92% $615 $100,063,349 57,023 92% $492 $25,808,244 $237,740,58131-Dec-16 1-Nov-17 126.7% 23,028 92% $633 $13,418,743 176,871 92% $633 $103,065,250 57,023 92% $507 $26,582,491 $244,872,79831-Dec-17 1-Nov-18 130.5% 23,028 92% $652 $13,821,306 176,871 92% $652 $106,157,207 57,023 92% $522 $27,379,966 $252,218,98231-Dec-18 1-Nov-19 134.4% 23,028 92% $672 $14,235,945 176,871 92% $672 $109,341,924 57,023 92% $538 $28,201,365 $259,785,55131-Dec-19 1-Nov-20 138.4% 23,028 92% $692 $14,663,023 176,871 92% $692 $112,622,181 57,023 92% $554 $29,047,406 $267,579,11831-Dec-20 1-Nov-21 142.6% 23,028 92% $713 $15,102,914 176,871 92% $713 $116,000,847 57,023 92% $570 $29,918,828 $275,606,49231-Dec-21 1-Nov-22 146.9% 23,028 92% $734 $15,556,001 176,871 92% $734 $119,480,872 57,023 92% $587 $30,816,393 $283,874,68631-Dec-22 1-Nov-23 151.3% 23,028 92% $756 $16,022,681 176,871 92% $756 $123,065,298 57,023 92% $605 $31,740,885 $292,390,92731-Dec-23 1-Nov-24 155.8% 23,028 92% $779 $16,503,362 176,871 92% $779 $126,757,257 57,023 92% $623 $32,693,111 $301,162,65531-Dec-24 1-Nov-25 160.5% 23,028 92% $802 $16,998,463 176,871 92% $802 $130,559,975 57,023 92% $642 $33,673,905 $310,197,53431-Dec-25 1-Nov-26 165.3% 23,028 92% $826 $17,508,417 176,871 92% $826 $134,476,774 57,023 92% $661 $34,684,122 $319,503,46031-Dec-26 1-Nov-27 170.2% 23,028 92% $851 $18,033,669 176,871 92% $851 $138,511,077 57,023 92% $681 $35,724,645 $329,088,56431-Dec-27 1-Nov-28 175.4% 23,028 92% $877 $18,574,679 176,871 92% $877 $142,666,410 57,023 92% $701 $36,796,385 $338,961,22131-Dec-28 1-Nov-29 180.6% 23,028 92% $903 $19,131,920 176,871 92% $903 $146,946,402 57,023 92% $722 $37,900,276 $349,130,05831-Dec-29 1-Nov-30 186.0% 23,028 92% $930 $19,705,877 176,871 92% $930 $151,354,794 57,023 92% $744 $39,037,284 $359,603,95931-Dec-30 1-Nov-31 191.6% 23,028 92% $958 $20,297,053 176,871 92% $958 $155,895,438 57,023 92% $766 $40,208,403 $370,392,07831-Dec-31 1-Nov-32 197.4% 23,028 92% $987 $20,905,965 176,871 92% $987 $160,572,301 57,023 92% $789 $41,414,655 $381,503,84131-Dec-32 1-Nov-33 203.3% 23,028 92% $1,016 $21,533,144 176,871 92% $1,016 $165,389,470 57,023 92% $813 $42,657,095 $392,948,95631-Dec-33 1-Nov-34 209.4% 23,028 92% $1,047 $22,179,138 176,871 92% $1,047 $170,351,154 57,023 92% $838 $43,936,808 $404,737,42431-Dec-34 1-Nov-35 215.7% 23,028 92% $1,078 $22,844,513 176,871 92% $1,078 $175,461,689 57,023 92% $863 $45,254,912 $416,879,54731-Dec-35 1-Nov-36 222.1% 23,028 92% $1,111 $23,529,848 176,871 92% $1,111 $180,725,540 57,023 92% $889 $46,612,559 $429,385,93431-Dec-36 1-Nov-37 228.8% 23,028 92% $1,144 $24,235,743 176,871 92% $1,144 $186,147,306 57,023 92% $915 $48,010,936 $442,267,51231-Dec-37 1-Nov-38 235.7% 23,028 92% $1,178 $24,962,816 176,871 92% $1,178 $191,731,725 57,023 92% $943 $49,451,264 $455,535,53731-Dec-38 1-Nov-39 242.7% 23,028 92% $1,214 $25,711,700 176,871 92% $1,214 $197,483,677 57,023 92% $971 $50,934,802 $469,201,603

Total $515,988,925 $3,963,152,558 $1,022,172,536 $9,384,775,800

(a) Inflation is assumed to increase by three percent per year beginning year 2009.(b) Based on information provided by Forest City Properties.(c) Total sales equals square footage times occupancy times sales per square foot. First year sales are adjusted as shown on Schedule II.

Schedule III: Projected Retail Sales - Continued



Page 4



Schedule IV: Projected Hotel Sales

Calendar Bond Hotel Year Year Inflation Daily Annual Room Food and Total

Ending Ending Factor Rooms Occupancy Room Rate Revenues Beverage Sales Hotel Sales(a) (b) (b) (b) (c) (b) (d)

31-Dec-07 1-Nov-08 100.0% 031-Dec-08 1-Nov-09 100.0% 0 $0 $0 $031-Dec-09 1-Nov-10 103.0% 0 $0 $0 $031-Dec-10 1-Nov-11 106.1% 275 13% $265 $3,327,745 $4,243,600 $7,571,34531-Dec-11 1-Nov-12 109.3% 275 75% $273 $20,565,464 $4,370,908 $24,936,37231-Dec-12 1-Nov-13 112.6% 275 75% $281 $21,182,428 $4,502,035 $25,684,46331-Dec-13 1-Nov-14 115.9% 275 75% $290 $21,817,900 $4,637,096 $26,454,99731-Dec-14 1-Nov-15 119.4% 275 75% $299 $22,472,437 $4,776,209 $27,248,64731-Dec-15 1-Nov-16 123.0% 275 75% $307 $23,146,610 $4,919,495 $28,066,10631-Dec-16 1-Nov-17 126.7% 275 75% $317 $23,841,009 $5,067,080 $28,908,08931-Dec-17 1-Nov-18 130.5% 275 75% $326 $24,556,239 $5,219,093 $29,775,33231-Dec-18 1-Nov-19 134.4% 275 75% $336 $25,292,926 $5,375,666 $30,668,59231-Dec-19 1-Nov-20 138.4% 275 75% $346 $26,051,714 $5,536,935 $31,588,65031-Dec-20 1-Nov-21 142.6% 275 75% $356 $26,833,265 $5,703,044 $32,536,30931-Dec-21 1-Nov-22 146.9% 275 75% $367 $27,638,263 $5,874,135 $33,512,39831-Dec-22 1-Nov-23 151.3% 275 75% $378 $28,467,411 $6,050,359 $34,517,77031-Dec-23 1-Nov-24 155.8% 275 75% $389 $29,321,434 $6,231,870 $35,553,30331-Dec-24 1-Nov-25 160.5% 275 75% $401 $30,201,077 $6,418,826 $36,619,90231-Dec-25 1-Nov-26 165.3% 275 75% $413 $31,107,109 $6,611,391 $37,718,49931-Dec-26 1-Nov-27 170.2% 275 75% $426 $32,040,322 $6,809,732 $38,850,05431-Dec-27 1-Nov-28 175.4% 275 75% $438 $33,001,532 $7,014,024 $40,015,55631-Dec-28 1-Nov-29 180.6% 275 75% $452 $33,991,578 $7,224,445 $41,216,02331-Dec-29 1-Nov-30 186.0% 275 75% $465 $35,011,325 $7,441,178 $42,452,50331-Dec-30 1-Nov-31 191.6% 275 75% $479 $36,061,665 $7,664,414 $43,726,07931-Dec-31 1-Nov-32 197.4% 275 75% $493 $37,143,515 $7,894,346 $45,037,86131-Dec-32 1-Nov-33 203.3% 275 75% $508 $38,257,820 $8,131,176 $46,388,99731-Dec-33 1-Nov-34 209.4% 275 75% $523 $39,405,555 $8,375,112 $47,780,66731-Dec-34 1-Nov-35 215.7% 275 75% $539 $40,587,722 $8,626,365 $49,214,08731-Dec-35 1-Nov-36 222.1% 275 75% $555 $41,805,353 $8,885,156 $50,690,50931-Dec-36 1-Nov-37 228.8% 275 75% $572 $43,059,514 $9,151,711 $52,211,22531-Dec-37 1-Nov-38 235.7% 275 75% $589 $44,351,299 $9,426,262 $53,777,56131-Dec-38 1-Nov-39 242.7% 275 75% $607 $45,681,838 $9,709,050 $55,390,888

$886,222,070 $191,890,713 $1,078,112,783

(a) Inflation is assumed to increase by three percent per year beginning year 2009.(b) Based on information provided by Forest City Properties. Occupancy in the first year is adjusted for two months of operations.(c) Annual room revenues equal rooms times 365 days per year times occupancy times daily rate. The hotel is projected to open October 2010.(d) Total hotel sales equal annual room revenues plus food and beverage revenues.

Page 5

Calendar Year Bond Year Total Retail User Fee Total Retail Collection Net Retail Total Hotel User Fee Total Hotel Collection Net HotelEnding Ending Sales Charge User Fees Loss User Fees Sales Charge User Fees Loss User Fees

(a) (b) (c) (d) (d) (e) (b) (f) (d) (d)31-Dec-07 1-Nov-08 $0 0.50% $0 $0 $0 $0 0.50% $0 $0 $031-Dec-08 1-Nov-09 $0 0.50% $0 $0 $0 $0 0.50% $0 $0 $031-Dec-09 1-Nov-10 $129,841,483 0.50% $649,207 ($32,460) $616,747 $0 0.50% $0 $0 $031-Dec-10 1-Nov-11 $186,660,167 0.50% $933,301 ($46,665) $886,636 $7,571,345 0.50% $37,857 ($1,893) $35,96431-Dec-11 1-Nov-12 $211,229,427 0.50% $1,056,147 ($52,807) $1,003,340 $24,936,372 0.50% $124,682 ($6,234) $118,44831-Dec-12 1-Nov-13 $217,566,309 0.50% $1,087,832 ($54,392) $1,033,440 $25,684,463 0.50% $128,422 ($6,421) $122,00131-Dec-13 1-Nov-14 $224,093,299 0.50% $1,120,466 ($56,023) $1,064,443 $26,454,997 0.50% $132,275 ($6,614) $125,66131-Dec-14 1-Nov-15 $230,816,098 0.50% $1,154,080 ($57,704) $1,096,376 $27,248,647 0.50% $136,243 ($6,812) $129,43131-Dec-15 1-Nov-16 $237,740,581 0.50% $1,188,703 ($59,435) $1,129,268 $28,066,106 0.50% $140,331 ($7,017) $133,31431-Dec-16 1-Nov-17 $244,872,798 0.50% $1,224,364 ($61,218) $1,163,146 $28,908,089 0.50% $144,540 ($7,227) $137,31331-Dec-17 1-Nov-18 $252,218,982 0.50% $1,261,095 ($63,055) $1,198,040 $29,775,332 0.50% $148,877 ($7,444) $141,43331-Dec-18 1-Nov-19 $259,785,551 0.50% $1,298,928 ($64,946) $1,233,981 $30,668,592 0.50% $153,343 ($7,667) $145,67631-Dec-19 1-Nov-20 $267,579,118 0.50% $1,337,896 ($66,895) $1,271,001 $31,588,650 0.50% $157,943 ($7,897) $150,04631-Dec-20 1-Nov-21 $275,606,492 0.50% $1,378,032 ($68,902) $1,309,131 $32,536,309 0.50% $162,682 ($8,134) $154,54731-Dec-21 1-Nov-22 $283,874,686 0.50% $1,419,373 ($70,969) $1,348,405 $33,512,398 0.50% $167,562 ($8,378) $159,18431-Dec-22 1-Nov-23 $292,390,927 0.50% $1,461,955 ($73,098) $1,388,857 $34,517,770 0.50% $172,589 ($8,629) $163,95931-Dec-23 1-Nov-24 $301,162,655 0.50% $1,505,813 ($75,291) $1,430,523 $35,553,303 0.50% $177,767 ($8,888) $168,87831-Dec-24 1-Nov-25 $310,197,534 0.50% $1,550,988 ($77,549) $1,473,438 $36,619,902 0.50% $183,100 ($9,155) $173,94531-Dec-25 1-Nov-26 $319,503,460 0.50% $1,597,517 ($79,876) $1,517,641 $37,718,499 0.50% $188,592 ($9,430) $179,16331-Dec-26 1-Nov-27 $329,088,564 0.50% $1,645,443 ($82,272) $1,563,171 $38,850,054 0.50% $194,250 ($9,713) $184,53831-Dec-27 1-Nov-28 $338,961,221 0.50% $1,694,806 ($84,740) $1,610,066 $40,015,556 0.50% $200,078 ($10,004) $190,07431-Dec-28 1-Nov-29 $349,130,058 0.50% $1,745,650 ($87,283) $1,658,368 $41,216,023 0.50% $206,080 ($10,304) $195,77631-Dec-29 1-Nov-30 $359,603,959 0.50% $1,798,020 ($89,901) $1,708,119 $42,452,503 0.50% $212,263 ($10,613) $201,64931-Dec-30 1-Nov-31 $370,392,078 0.50% $1,851,960 ($92,598) $1,759,362 $43,726,079 0.50% $218,630 ($10,932) $207,69931-Dec-31 1-Nov-32 $381,503,841 0.50% $1,907,519 ($95,376) $1,812,143 $45,037,861 0.50% $225,189 ($11,259) $213,93031-Dec-32 1-Nov-33 $392,948,956 0.50% $1,964,745 ($98,237) $1,866,508 $46,388,997 0.50% $231,945 ($11,597) $220,34831-Dec-33 1-Nov-34 $404,737,424 0.50% $2,023,687 ($101,184) $1,922,503 $47,780,667 0.50% $238,903 ($11,945) $226,95831-Dec-34 1-Nov-35 $416,879,547 0.50% $2,084,398 ($104,220) $1,980,178 $49,214,087 0.50% $246,070 ($12,304) $233,76731-Dec-35 1-Nov-36 $429,385,934 0.50% $2,146,930 ($107,346) $2,039,583 $50,690,509 0.50% $253,453 ($12,673) $240,78031-Dec-36 1-Nov-37 $442,267,512 0.50% $2,211,338 ($110,567) $2,100,771 $52,211,225 0.50% $261,056 ($13,053) $248,00331-Dec-37 1-Nov-38 $455,535,537 0.50% $2,277,678 ($113,884) $2,163,794 $53,777,561 0.50% $268,888 ($13,444) $255,44331-Dec-38 1-Nov-39 $469,201,603 0.50% $2,346,008 ($117,300) $2,228,708 $55,390,888 0.50% $276,954 ($13,848) $263,107

Total $9,384,775,800 $46,923,879 ($2,346,194) $44,577,685 $1,078,112,783 $5,390,564 ($269,528) $5,121,036

(b) User fee charge is based on declaration of covenants.(c) Total retail user fees are equal to total retail sales times the user fee charge.(d) Collection loss is estimated at five percent. Net user fees equal total user fees less collection loss.(e) Total hotel sales are shown on Schedule IV.

(a) Total retail sales are shown on Schedule III.

(f) Total hotel user fees are equal to total hotel sales tiems the user fee charge.

Schedule V: Projected User Fees



Page 6

Development Type Assessments Percent

Retail $50,359,294 84%Office $3,136,864 5%Hotel $6,788,842 11%

Total assessments $60,285,000 100%

(a) Based on Table 6, "Supplemental Assessment Methodology Report" prepared by Fishkind and Associates and dated January 29,

Schedule VI: Allocation of Assessments



Page 7



Schedule VII: Projected Collection of Assessments

Retail Hotel OfficeAnnual Net Annual Net Annual

Bond Year Net Annual Percent Installment of User Annual Net Per Percent Installment of User Annual Net Per Percent Installment of Net PerEnding Debt Service Allocation Assessments Fees Assessments PSF Allocation Assessments Fees Assessments Room Allocation Assessments Room

(a) (b) (c) (d) (e) (f) (b) (c) (d) (e) (f) (b) (c) (f)1-Nov-08 $0 84% $0 $0 $0 $0.00 11% $0 $0 $0 $0.00 5% $0 $0.001-Nov-09 $0 84% $0 $0 $0 $0.00 11% $0 $0 $0 $0.00 5% $0 $0.001-Nov-10 $4,126,631 84% $3,447,196 ($616,747) $2,830,449 $7.43 11% $464,710 $0 $464,710 $1,689.85 5% $214,725 $3.071-Nov-11 $4,128,231 84% $3,448,532 ($886,636) $2,561,897 $6.73 11% $464,890 ($35,964) $428,926 $1,559.73 5% $214,808 $3.071-Nov-12 $4,129,863 84% $3,449,896 ($1,003,340) $2,446,556 $6.43 11% $465,074 ($118,448) $346,626 $1,260.46 5% $214,893 $3.071-Nov-13 $4,131,527 84% $3,451,286 ($1,033,440) $2,417,846 $6.35 11% $465,261 ($122,001) $343,260 $1,248.22 5% $214,980 $3.071-Nov-14 $4,133,225 84% $3,452,705 ($1,064,443) $2,388,262 $6.27 11% $465,453 ($125,661) $339,791 $1,235.61 5% $215,068 $3.071-Nov-15 $4,134,957 84% $3,454,151 ($1,096,376) $2,357,775 $6.19 11% $465,648 ($129,431) $336,217 $1,222.61 5% $215,158 $3.071-Nov-16 $4,136,724 84% $3,455,627 ($1,129,268) $2,326,359 $6.11 11% $465,847 ($133,314) $332,533 $1,209.21 5% $215,250 $3.071-Nov-17 $4,138,525 84% $3,457,132 ($1,163,146) $2,293,987 $6.03 11% $466,050 ($137,313) $328,736 $1,195.40 5% $215,344 $3.081-Nov-18 $4,628,004 84% $3,866,020 ($1,198,040) $2,667,980 $7.01 11% $521,171 ($141,433) $379,738 $1,380.87 5% $240,813 $3.441-Nov-19 $4,711,035 84% $3,935,380 ($1,233,981) $2,701,399 $7.10 11% $530,521 ($145,676) $384,845 $1,399.44 5% $245,134 $3.501-Nov-20 $4,790,681 84% $4,001,913 ($1,271,001) $2,730,912 $7.17 11% $539,490 ($150,046) $389,444 $1,416.16 5% $249,278 $3.561-Nov-21 $4,876,257 84% $4,073,399 ($1,309,131) $2,764,268 $7.26 11% $549,127 ($154,547) $394,580 $1,434.84 5% $253,731 $3.621-Nov-22 $4,961,902 84% $4,144,943 ($1,348,405) $2,796,539 $7.35 11% $558,772 ($159,184) $399,588 $1,453.05 5% $258,187 $3.691-Nov-23 $5,046,932 84% $4,215,973 ($1,388,857) $2,827,116 $7.43 11% $568,347 ($163,959) $404,388 $1,470.50 5% $262,612 $3.751-Nov-24 $5,135,486 84% $4,289,947 ($1,430,523) $2,859,424 $7.51 11% $578,320 ($168,878) $409,442 $1,488.88 5% $267,219 $3.821-Nov-25 $5,226,534 84% $4,366,005 ($1,473,438) $2,892,566 $7.60 11% $588,573 ($173,945) $414,628 $1,507.74 5% $271,957 $3.891-Nov-26 $5,319,047 84% $4,443,285 ($1,517,641) $2,925,644 $7.68 11% $598,991 ($179,163) $419,828 $1,526.65 5% $276,771 $3.951-Nov-27 $5,411,994 84% $4,520,929 ($1,563,171) $2,957,758 $7.77 11% $609,458 ($184,538) $424,920 $1,545.16 5% $281,607 $4.021-Nov-28 $5,504,343 84% $4,598,073 ($1,610,066) $2,988,008 $7.85 11% $619,858 ($190,074) $429,784 $1,562.85 5% $286,413 $4.091-Nov-29 $5,599,894 84% $4,677,892 ($1,658,368) $3,019,524 $7.93 11% $630,618 ($195,776) $434,842 $1,581.24 5% $291,384 $4.161-Nov-30 $5,697,272 84% $4,759,237 ($1,708,119) $3,051,118 $8.01 11% $641,584 ($201,649) $439,934 $1,599.76 5% $296,451 $4.241-Nov-31 $5,795,103 84% $4,840,960 ($1,759,362) $3,081,598 $8.09 11% $652,601 ($207,699) $444,902 $1,617.83 5% $301,542 $4.311-Nov-32 $5,896,840 84% $4,925,947 ($1,812,143) $3,113,804 $8.18 11% $664,058 ($213,930) $450,128 $1,636.83 5% $306,836 $4.381-Nov-33 $6,000,767 84% $5,012,763 ($1,866,508) $3,146,255 $8.26 11% $675,761 ($220,348) $455,413 $1,656.05 5% $312,243 $4.461-Nov-34 $6,105,165 84% $5,099,972 ($1,922,503) $3,177,469 $8.35 11% $687,518 ($226,958) $460,559 $1,674.76 5% $317,676 $4.541-Nov-35 $6,213,145 84% $5,190,173 ($1,980,178) $3,209,995 $8.43 11% $699,678 ($233,767) $465,911 $1,694.22 5% $323,294 $4.621-Nov-36 $6,317,817 84% $5,277,611 ($2,039,583) $3,238,028 $8.51 11% $711,465 ($240,780) $470,685 $1,711.58 5% $328,741 $4.701-Nov-37 $6,427,119 84% $5,368,917 ($2,100,771) $3,268,147 $8.58 11% $723,774 ($248,003) $475,770 $1,730.07 5% $334,428 $4.781-Nov-38 $6,538,647 84% $5,462,083 ($2,163,794) $3,298,289 $8.66 11% $736,333 ($255,443) $480,890 $1,748.69 5% $340,231 $4.861-Nov-39 $6,573,445 84% $5,491,152 ($2,228,708) $3,262,444 $8.57 11% $740,252 ($263,107) $477,145 $1,735.07 5% $342,042 $4.89

Total $155,837,112 $130,179,099 ($44,577,685) $85,601,414 $17,549,201 ($5,121,036) $12,428,165 $45,193 $8,108,814

(a) Net debt service is shown on Schedule I.(b) Allocation of assessments is shown on Schedule VI.c) Annual installment of assessments is equal to net annual debt service times the allocation of assessments.(d) User fees are shown in Schedule V.(e) Net annual assessments is equal to annual installment of assessments less user fees.(f) Net per SF or room is equal to net annual assessments divided by square feet or rooms shown in Schedule II.

Page 8



Schedule VIII: Projected Debt Service Coverage

Net Annual Projected Projected Maximum Projected Projected MaximumBond Year Debt User Assessments Special User Assessments Special

Ending Service Fees Collected Assessments Fees Collected Assessments(a) (b) (c) (d) (e) (f) (g)

1-Nov-08 $0 $0 $0 $0 NA NA NA1-Nov-09 $0 $0 $0 $0 NA NA NA1-Nov-10 $4,126,631 ($616,747) $3,509,884 $4,224,594 14.9% 85.1% 102.4%1-Nov-11 $4,128,231 ($922,600) $3,205,631 $4,224,594 22.3% 77.7% 102.3%1-Nov-12 $4,129,863 ($1,121,788) $3,008,075 $4,226,194 27.2% 72.8% 102.3%1-Nov-13 $4,131,527 ($1,155,441) $2,976,086 $4,227,826 28.0% 72.0% 102.3%1-Nov-14 $4,133,225 ($1,190,104) $2,943,121 $4,229,490 28.8% 71.2% 102.3%1-Nov-15 $4,134,957 ($1,225,808) $2,909,150 $4,231,188 29.6% 70.4% 102.3%1-Nov-16 $4,136,724 ($1,262,582) $2,874,142 $4,232,920 30.5% 69.5% 102.3%1-Nov-17 $4,138,525 ($1,300,459) $2,838,066 $4,234,687 31.4% 68.6% 102.3%1-Nov-18 $4,628,004 ($1,339,473) $3,288,531 $4,236,489 28.9% 71.1% 91.5%1-Nov-19 $4,711,035 ($1,379,657) $3,331,378 $4,725,967 29.3% 70.7% 100.3%1-Nov-20 $4,790,681 ($1,421,047) $3,369,635 $4,808,998 29.7% 70.3% 100.4%1-Nov-21 $4,876,257 ($1,463,678) $3,412,579 $4,888,645 30.0% 70.0% 100.3%1-Nov-22 $4,961,902 ($1,507,589) $3,454,314 $4,974,220 30.4% 69.6% 100.2%1-Nov-23 $5,046,932 ($1,552,816) $3,494,115 $5,059,866 30.8% 69.2% 100.3%1-Nov-24 $5,135,486 ($1,599,401) $3,536,085 $5,144,895 31.1% 68.9% 100.2%1-Nov-25 $5,226,534 ($1,647,383) $3,579,152 $5,233,449 31.5% 68.5% 100.1%1-Nov-26 $5,319,047 ($1,696,804) $3,622,243 $5,324,498 31.9% 68.1% 100.1%1-Nov-27 $5,411,994 ($1,747,708) $3,664,285 $5,417,010 32.3% 67.7% 100.1%1-Nov-28 $5,504,343 ($1,800,140) $3,704,204 $5,509,957 32.7% 67.3% 100.1%1-Nov-29 $5,599,894 ($1,854,144) $3,745,750 $5,602,307 33.1% 66.9% 100.0%1-Nov-30 $5,697,272 ($1,909,768) $3,787,504 $5,697,857 33.5% 66.5% 100.0%1-Nov-31 $5,795,103 ($1,967,061) $3,828,041 $5,795,235 33.9% 66.1% 100.0%1-Nov-32 $5,896,840 ($2,026,073) $3,870,767 $5,893,066 34.4% 65.6% 99.9%1-Nov-33 $6,000,767 ($2,086,855) $3,913,912 $5,994,803 34.8% 65.2% 99.9%1-Nov-34 $6,105,165 ($2,149,461) $3,955,704 $6,098,730 35.2% 64.8% 99.9%1-Nov-35 $6,213,145 ($2,213,945) $3,999,200 $6,203,128 35.6% 64.4% 99.8%1-Nov-36 $6,317,817 ($2,280,363) $4,037,453 $6,311,108 36.1% 63.9% 99.9%1-Nov-37 $6,427,119 ($2,348,774) $4,078,345 $6,415,780 36.5% 63.5% 99.8%1-Nov-38 $6,538,647 ($2,419,237) $4,119,410 $6,525,082 37.0% 63.0% 99.8%1-Nov-39 $6,573,445 ($2,491,814) $4,081,631 $6,636,610 37.9% 62.1% 101.0%

$155,837,112 ($49,698,721) $106,138,392 $156,329,191

(a) Net annual debt service is shown on Schedule I.(b) Projected user fees are shown on Schedule V.(c) Projected assessments collected are equal to net annual debt service less projected user fees.(d) Maximum annual assessments is equal to projected obligations shown on Scheduel I.(e) Projected coverage from user fees is equal to projected user fees divided by net annual debt service.(f) Projected coverage from assessments collected is equal to projected assessments collected divided by net annual debt service.(g) Projected coverage from maximum special assessment is equal to maximum special assessment divided by net annual debt service.

Debt Service Coverage

Page 9

B-1

APPENDIX B

DISTRICT ENGINEER'S REPORT

The Village at Gulfstream Park Community Development District

Master Engineer’s Report Infrastructure Improvements

Prepared for The Village at Gulfstream Park Community Development District

Board of Supervisors Broward County, Florida

Prepared by Alvarez Engineers, Inc.

Florida Certificate of Authorization No. 7538

10560 NW 27 Street, Suite 102 Miami, FL 33172

Telephone 305-640-1345 Facsimile 305-640-1346

E-Mail Address: [email protected]

Accepted June 13, 2007 Board Ratified July 27, 2007

7/27/2007 Alvarez Engineers, Inc.

2 10560 NW 27 Street, Suite 102, Miami, Florida 33172

Telephone (305) 640-1345 Fax (305) 640-1346 E-Mail: [email protected]

TABLE OF CONTENTS Narrative I. Introduction …………………………………………………………. 3 1. Location and General Description …………………….. 3 2. District Purpose and Scope ……………………………. 3 3. Description of Land Use ………………………………… 3 II. Governmental Actions …………………………………………… 3 III. Infrastructure Improvements ……………………………………. 4 IV. Description of the Infrastructure ………………………………… 5 1. Roadway and Transportation Improvements ………… 5 2. Stormwater Management System …………………….. 6 3. Water Distribution System ……………………………….6 4. Sanitary Sewer System …………………………………. 6 5. Park & Outdoor Recreational & Cultural Facilities …. 6 6. School Improvements ………………………………….. 6 7. Security Facilities ……………………………………….. 6 V. Ownership and Maintenance ……………………………………. 7 VI. Onsite Roadway and Stormwater Management Easements .. 7 VII. Estimate of Capital Improvement Costs ……………………… 7 VIII. Conclusions and Summary Opinion ………………………….. 7 Appendix Construction Cost Estimates Summary Table …………………………………………… Table 1

Roadway and Transportation Improvements ………….. Table 2 Stormwater Management System ………………………. Table 3 Water Distribution System ……………………………….. Table 4 Sanitary Sewer System …………………………………… Table 5 Park & Outdoor Recreational & Cultural Facilities …….. Table 6 School Improvements …………………………………….. Table 7 Security Facilities …………………………………………. Table 8

Location Map ………………..……………………………………….. Exhibit 1 District Boundary Map ……………………………………………… Exhibit 2 Roadway Improvements …………………………………………… Exhibit 3 Stormwater Management Map ……………………………………. Exhibit 4 Water Distribution System Map …………………………………… Exhibit 5 Sanitary Sewer System Map ………………………………………. Exhibit 6




I. Introduction 1. Location and General Description. The Village at Gulfstream Park is a land development project (the “Development”) located within the City of Hallandale Beach, Broward County, Florida, 33009. The Development measures approximately 60.8 acres. A portion of the Development measuring approximately 54.60 acres is contained within the limits of The Village at Gulfstream Park Community Development District (the “District”). The District is located in Section 27, Township 51S, Range 42E. The District is situated east of South Federal Highway (US-1), approximately 1/10th of a mile south of East Hallandale Beach Boulevard, west of the Gulfstream Race Track, and approximately 1/10th of a mile north of NE 213 Street. (See Appendix, Exhibit 1, Location Map). The District was legally described in a document prepared and signed by Calvin, Giordano and Associates, Inc. on February 28, 2007. The Legal Description was submitted to the City Commission of the City of Hallandale Beach as part of the petition to establish the Village at Gulfstream Park Community Development District. A depiction of the District’s boundary is shown in the Appendix on Exhibit 2. 2. District Purpose and Scope. The District is established for the purpose of financing, acquiring or constructing, maintaining and operating a portion of the infrastructure necessary for the Development within the District. The purpose of this report is to provide a description of the infrastructure improvements to be financed by the District. The District infrastructure improvement program includes the acquisition of certain easements related to the maintenance of and the construction of the District’s roads and stormwater management systems, parking improvements, parks, open spaces, public plazas, landscaping, irrigation and security improvements. All or a portion of these infrastructure improvements will be completed by The Village at Gulfstream Park, LLC, the primary developer of the Development (the “Developer”), and may be acquired by the District with proceeds of bonds issued by the District. The Developer will finance and construct the balance of the infrastructure needed for the Development that is not financed by the District. The proposed infrastructure improvements, as outlined herein, are necessary for the functional development of the lands within the District as required by the applicable independent unit of local government. 3. Description of Land Use. The lands within the District encompass approximately 54.60 acres. The Development is planned to include the following permitted uses: Residential 1,500 Multi-family dwelling units Hotel 500 Keys Retail 750,000 Square feet of gross leasing area Office 140,000 Square feet of gross floor area Movie Theater 2,500 seats II. Governmental Actions The District was established under City of Hallandale Beach Ordinance No. 2007-05 on May 2nd, 2007. The Development is governed by a Development Agreement between the Developer and the City of Hallandale Beach dated February 7th, 2007, (the “Development Agreement”). Such Development Agreement establishes certain special conditions which, among others, are related to the costs of the public infrastructure which the District will finance. The City of Hallandale Beach passed Ordinance No. 2006-24 on November 6th, 2006 adopting the Development Order for the Development. Such Development Order provides conditions and obligations related to the public infrastructure to be financed by the District among other conditions.




Planning and engineering are underway with permits applied for or received. Construction Documents for the public infrastructure were prepared by Kimley-Horn and Associates, Inc. and are labeled “Site Development Plans for The Village at Gulfstream Park, Phase I”, last revised on April 6th, 2007 (Bulletin No.3) and “Site Development Plans for Gulfstream Park South Parking Lot, Phase I”, last revised on April 6th, 2007 (Bulletin No. 3). Following is a partial list of the required permits:

a. South Florida Water Management District (SFWMD): Environmental Resource Permit

b. Broward County Environmental Protection Department (EPD) Environmental Resources Permit

c. Florida Department of Transportation (FDOT) Roadway Improvements permit Drainage Connection permit Signalization permit

d. State of Florida Department of Environmental Protection (DEP) / Broward County Department of Health

Health Permits – Potable Water Supply Facilities e. City of Hallandale Beach Fire Department

Fire Protection Permits – Water Main Extension and Fire Hydrants f. City of Hallandale Beach

Water Systems Permit Sanitary Sewer System Permit Paving, Grading and Drainage Permit

g. Department of Environmental Protection National Pollutant Discharge Elimination System (NPDES)

It is our opinion that there are no technical reasons existing at this time which would prohibit the implementation of the plans for the Development as presented herein and that all permits not heretofore issued and which are necessary to effect the improvements described herein will be obtained during the ordinary course of development. III. Infrastructure Improvements The District infrastructure will connect and interact with the adjacent offsite roads and transportation systems, lakes, canals and water and sewer systems. The proposed infrastructure improvements addressed by this report include infrastructure elements that will serve the District. The costs for engineering design and inspection of these elements as well as the anticipated cost for professional service fees and permitting fees have been included and allocated across each infrastructure category. The proposed infrastructure improvements to serve the Development’s needs are listed in the following categories:

1. Roadway and Transportation Improvements including: a. Onsite Roads b. Bridge mandated by Developer Agreement c. Offsite Road Improvements mandated by Developer Order d. District Onsite Signing and Pavement Markings e. Offsite Signing and Pavement Markings mandated by Development

Order f. Signalization mandated by Development Order




g. Public Lighting systems h. Roadway Irrigation and Landscaping i. On-grade Parking j. Public Parking Structures k. Energy Conservation measures in parking facilities. l. Transit Concurrency Fees mandated by Development Order m. Bus Stops, Shelters, Transit, Shuttle and Bicycle Facilities mandated by

Development Order or Development Agreement.

2. Stormwater Management System including: a. Onsite Drainage Systems b. Onsite Stormwater Treatment, Control and Disposal Systems c. Offsite Drainage, Treatment, Control and Disposal Systems mandated

by Development Order or Developer Agreement

3. Water Distribution System including: a. Onsite Water Distribution Systems for Drinking and Fire Suppression b. Offsite Water Main Improvements mandated by Development Order c. Water Impact Fees mandated by Development Agreement d. Water/Sewer Model Study

4. Sanitary Sewer System including:

a. Onsite Sanitary Sewer System and Lift Station b. Offsite Lift Station Improvements mandated by Developer Agreement c. Offsite Force Main Improvements mandated by Development Order and

Developer Agreement d. Obtain Wastewater service from Utility mandated by Development

Agreement

5. Parks and Outdoor Recreational and Cultural Facilities including: a. Onsite Public Open Spaces with Irrigation and Landscaping b. Landscaped Plazas mandated by Development Agreement c. City Park Improvements mandated by Development Agreement

6. School Improvements mandated by Development Order

7. Security Facilities mandated by Development Order and Agreement

Detailed descriptions of the above proposed infrastructure improvements can be found in the Development Agreement, the Development Order and in the plans prepared by Kimley-Horn mentioned above. The construction cost estimate tables (Tables 1 through 8) in the Appendix show estimated preliminary costs for the proposed infrastructure improvements. IV. Description of the Infrastructure Construction of the infrastructure described below will partially be funded from bond issues: 1. Roadway and Transportation Improvements. A network of interior roads is proposed to provide circulation to the Development. Public parking structures will be constructed onsite as indicated in the exhibits. It is anticipated that two parking garages with a combined capacity of approximately 568 cars will be constructed in Phase I. All roads and parking structures within this development will be open to the general public.




See Exhibit 3, Roadway Improvements for a graphical representation of the roads to be improved. 2. Stormwater Management System. The stormwater management facilities consist of inlets, manholes, storm pipes, exfiltration trenches, drainage wells and existing lake located within the Gulfstream Race Track. The stormwater management system has been designed to manage the storm runoff within the development, providing flood protection to the area. The offsite drainage facilities mandated by the Development Order and Development Agreement will provide flood protection to the roads with which they are associated. See Exhibit 4, Stormwater Management, for a graphical representation of the facilities. 3. Water Distribution System. The water distribution system is composed of variable pipe sizes for drinking water service and fire protection. The system will be connected to existing offsite public water mains located on NE 213 Street and South Federal Highway. With the exception of the final points of connection, all the water distribution facilities will be constructed within the boundaries of the District. When completed, the water distribution system will be donated by the District to the City of Hallandale Beach for operation and maintenance. See Exhibit 5, Water Distribution System, for a graphical representation of the facilities. 4. Sanitary Sewer System. The sanitary sewer collection system consists of gravity pipes and manholes. The system will be connected to a proposed lift station to be constructed onsite. The proposed lift station will be connected via force main to and existing lift station located on SE 5 Street. The capacity of the existing lift station will be increased to accommodate the flows from the Development. When completed, the sanitary sewer will be donated by the District to the City of Hallandale Beach for operation and maintenance. See Exhibit 5, Sanitary Sewer System, for a graphical representation of the facilities. 5. Parks and Outdoor Recreational and Cultural Facilities. These elements of infrastructure are being design in accordance with the Development Order and Development Agreement conditions. 6. School Improvements. These elements are being design in accordance with the Development Order conditions. 7. Security Facilities. These elements are being designed in accordance with the Development Order and Agreement.




V. Ownership and Maintenance The ownership and maintenance responsibilities of the proposed infrastructure improvements are set forth below.

VI. Onsite Roadway and Stormwater Management System Facilities Easements Easements within the District needed for construction, operation and maintenance of District facilities will be granted by the Developer to the District. VII. Estimate of Capital Improvement Costs Phase I Future Phases Total Road & Transportation Improvements $ 32,050,725 $ 77,345,000 $109,395,725 Stormwater Management System $ 4,321,037 $ 3,500,000 $ 7,821,037 Water Distribution System $ 1,017,075 $ 350,000 $ 1,367,075 Sanitary Sewer System $ 3,105,874 $ 5,000,000 $ 8,105,874 Parks, Outdoor & Cultural Facilities $ 8,642,188 $ 4,500,000 $ 13,142,188 School Improvements $ 0 $ 2,000,000 $ 2,000,000 Security Facilities $ 500,000 $ 1,000,000 $ 1,500,000 Totals $ 49,636,899 $ 93,695,000 $143,331,899 Please refer to Tables 1 through 8 for a detail of the estimated costs above. VIII. Conclusions and Summary Opinion The infrastructure improvements as detailed herein are necessary for the functional development of the District as required by the applicable independent unit of local government. The planning and design of the infrastructure is in accordance with current governmental regulatory requirements. The infrastructure will provide the intended function so long as the construction is in substantial compliance with the design and permits. The District will need funding to acquire a portion of the improvements included in this report. The Engineer recommends that in addition to the annual non-ad valorem assessments to be levied and collected to pay debt service on the proposed bonds, the District should levy and collect an annual “Operating and Maintenance” assessment to be determined, assessed and levied by the District’s Board of Supervisors upon the assessable real property within the District for the purpose of defraying the cost and expenses of maintaining District-owned improvements.

Proposed Infrastructure Improvements Ownership Maintenance Roadway and Transportation Improvements Onsite District District Offsite City/FDOT City/FDOT Onsite Parking Structures District District Stormwater Management System Onsite District District Offsite City/FDOT City/FDOT Water Distribution System City City Sanitary Sewer System City City Parks and Outdoor Recreational and Cultural Facilities Onsite District District Offsite City City School Improvements School Board School BoardSecurity Facilities District District




It is our firm’s professional opinion that the costs provided herein for the District’s proposed infrastructure improvements are reasonable to complete the construction of the proposed infrastructure improvements described herein and that these infrastructure improvements will benefit and add value to the District. All such proposed infrastructure costs are public improvements or community facilities as set forth in Section 190.012(1) and (2) of the Florida Statutes. The estimate of infrastructure construction costs is only an estimate and not a guarantee maximum price. Where necessary, historical costs, actual bids and information from other professionals or utility consultants and contractors have been used in the preparation of this report. Consultants and contractors who have contributed in providing the cost data included in this report are reputable entities within the area. It is therefore our opinion that the construction of the proposed Development can be completed at the costs as stated. The labor market, future costs of equipment and materials, increased regulatory actions and the actual construction process are all beyond control. Due to this inherent opportunity for fluctuation in cost, the total final cost may be more or less than this estimate. Juan R. Alvarez, PE Florida Engineer License No. 38522 Alvarez Engineers, Inc. Date July 27, 2007.




APPENDIX

7/27/2007

Total Estimated Cost ($)

Infrastructure Component Phase I Future PhasesRoadway and Transportation Improvements 32,050,725$ 77,345,000$ 109,395,725$ Stormwater Management System 4,321,037$ 3,500,000$ 7,821,037$ Water Distribution System 1,017,075$ 350,000$ 1,367,075$ Sanitary Sewer System 3,105,874$ 5,000,000$ 8,105,874$ Parks, Outdoor and Cultural Facilities 8,642,188$ 4,500,000$ 13,142,188$ School Improvements -$ 2,000,000$ 2,000,000$ Security Facilities 500,000$ 1,000,000$ 1,500,000$

Total 49,636,899$ 93,695,000$ 143,331,899$

Description of Work

THE VILLAGE AT GULFSTREAM PARK CDDConstruction Cost Estimate

Summary Table

Table 1 of 8

7/27/2007

Description of Work Phase I Future Phases Total Estimated Cost ($)

Pedestrian Bridge over US 1* 300,000$ 300,000$ I-95 / Hallandale Beach Blvd Rt Turn Ramp Impr.** 100,000$ 100,000$ Ives Dairy Rd / I-95 Ramp Improvement** 300,000$ 300,000$ Hallandale Beach Blvd / Dixie / 1st Av Lt Turn** 1,200,000$ 1,200,000$ Signal Interconnect - Hallandale Beach Blvd** 1,200,000$ 1,200,000$ Hollywood Traffic Calming** 250,000$ 250,000$ Off-Site Public Parking** 5,000,000$ 5,000,000$ 9th Street Improvements* 200,000$ 200,000$ On-grade Parking, Roads, Lights, Makings, C&G*** 7,528,839$ 12,000,000$ 19,528,839$ Parking Structures*** 15,000,000$ 50,000,000$ 65,000,000$ Infill for Roadways 735,000$ 2,100,000$ 2,835,000$ Infill for Parking / Impervious 1,435,000$ 4,200,000$ 5,635,000$ Offsite Signalization / US 1 Improvements*** 1,711,886$ 1,711,886$ Transit Concurrency SFRTA Sta or Bus Headw.** 3,000,000$ 3,000,000$ Cost of Surety Bond for Concurrency Fees** 100,000$ 35,000$ 135,000$ Transit Superstop** 300,000$ 300,000$ Shuttle to / from Tri-Rail** 300,000$ 300,000$ 600,000$ Enhanced Pedestrian / Bicycle Facilites** 50,000$ 50,000$ 100,000$ 10 Bus Shelters* 200,000$ 200,000$ Internal Shuttle Stops 60,000$ 60,000$ Landscaping in US 1 Medians* 220,000$ 220,000$ Energy Conservation Measures** 500,000$ 1,000,000$ 1,500,000$ Striping for Low Emission Vehicles** 10,000$ 10,000$ 20,000$

* Mandated by Development Agreement with City** Mandated by Development Order*** Interlocal Agreement RequiredTotal 32,050,725$ 77,345,000$ 109,395,725$


Roadway and Transportation Improvements

Table 2 of 8

7/27/2007


Onsite Stormwater Management System** 3,728,160$ 3,500,000$ 7,228,160$ Offsite Stormwater Management Syst. For US-1* 592,877$ 592,877$

* Mandated by Development Agreement with City** Mandated by Development Order

Total 4,321,037$ 3,500,000$ 7,821,037$


Stormwater Management System

Table 3 of 8

7/27/2007


Water Connection Fees* 80,000$ 150,000$ 230,000$ Offsite Water Main Improvements Under US 1* 50,000$ 50,000$ Water Impcat Fees* 85,000$ 200,000$ 285,000$ Water / Sewer Model Study* 60,000$ 60,000$ Onsite Water Sytem Improvements* 742,075$ 742,075$

* Mandated by Development Agreement with City

Total 1,017,075$ 350,000$ 1,367,075$

THE VILLAGE AT GULFSTREAM PARK CDDConstruction Cost EstimateWater Distribution System

Table 4 of 8

7/27/2007


Offsite Lift Station Improvements** 200,000$ 750,000$ 950,000$ Onsite Lift Station and Force Main* 835,086$ 500,000$ 1,335,086$ Force Main Improvements* & ** 750,000$ 750,000$ Obtain Wastewater Service from Hollywood* 25,000$ 1,000,000$ 1,025,000$ Onsite Sanitary Sewer Facilities* 2,045,788$ 2,000,000$ 4,045,788$


Total 3,105,874$ 5,000,000$ 8,105,874$


Sanitary Sewer System

Table 5 of 8

7/27/2007


Landscaped Plazas / Public Spaces* 7,032,188$ 2,000,000$ 9,032,188$ City Park Improvements* 200,000$ 200,000$ 10-Acre Park Improvements* 250,000$ 250,000$ Infilll for Open Spaces 910,000$ 1,500,000$ 2,410,000$ Irrigation System** 500,000$ 750,000$ 1,250,000$


Total 8,642,188$ 4,500,000$ 13,142,188$


Park and Outdoor Recreational and Cultural Facilities

Table 6 of 8

7/27/2007


School Improvements** 2,000,000$ 2,000,000$

** Mandated by Development Order

Total -$ 2,000,000$ 2,000,000$


School Improvements

Table 7 of 8

7/27/2007


Public Security Facilities* 500,000$ 1,000,000$ 1,500,000$

* Mandated by Development Agreement with City

Total 500,000$ 1,000,000$ 1,500,000$


Security Facilities

Table 8 of 8

D-1

APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL

Upon delivery of the 2008 Bonds in definitiveform, Akerman Senterfitt, Bond Counsel, proposesto render its opinion with respect to such 2008Bonds in substantially the following form:

(Date of Delivery)

Board of SupervisorsThe Villages at Gulfstream Park

Community Development District

$60,285,000THE VILLAGES AT GULFSTREAM PARKCOMMUNITY DEVELOPMENT DISTRICT

SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2008

Ladies and Gentlemen:

We have acted as bond counsel in connection with the issuance by The Villages atGulfstream Park Community Development District (the “Issuer”) of its Special AssessmentRevenue Bonds, Series 2008 (the “2008 Bonds”), pursuant to the Constitution and laws of theState of Florida, including particularly the Uniform Community Development District Act of1980, Chapter 190, Florida Statutes, as amended (the “Act”). The 2008 Bonds are being issuedpursuant to the Act, Resolution No. 2007-13 adopted by the Board of Supervisors of the District(the “Board”) on June 13, 2007, as supplemented (collectively, the “Resolution”) and a MasterTrust Indenture dated as of January 1, 2008 (the “Master Indenture”), as supplemented by a FirstSupplemental Trust Indenture dated as of January 1, 2008 (the “Supplemental Indenture,” andtogether with the Master Indenture, the “Indenture”), between the District and Regions Bank, astrustee (the “Trustee”) (collectively, the “Indenture”). Any capitalized undefined term usedherein shall have the same meaning as such term has under the Indenture.

As to questions of fact material to our opinion, we have relied upon representations of theIssuer contained in the Indenture and in the certified proceedings and other certifications of

420 South Orange AvenueSuite 1200Orlando, Florida 32801-4904

Post Office Box 231 mailOrlando, Florida 32802-0231

www.akerman.com

407 423 4000 tel 407 843 6610 fax

Fort LauderdaleJacksonvilleLos AngelesMadisonMiamiNew YorkOrlandoTallahasseeTampaTysons CornerWashington, DCWest Palm Beach

The Villages at Gulfstream ParkCommunity Development District

[Date of Delivery]Page 2 of 4

public officials furnished to us, without undertaking to verify the same by independentinvestigation.

Reference is made to the opinion of even date herewith of Billing, Cochran, Heath, Lyles,Mauro, Anderson & Ramsey, P.A., Counsel to the Issuer, on which we have solely relied, as tothe due creation and valid existence of the Issuer, the due authorization, execution and deliveryof the Indenture by the Issuer and the due adoption of the Resolution and other resolutions of theIssuer.

We have also relied upon all findings in the final judgment rendered by the Circuit Courtin and for Broward County, Florida on July 30, 2007 which final judgment among other mattersvalidated the 2008 Bonds. Reference is also made to the opinion of even date herewith ofcounsel to the Trustee, on which we have relied, as to the due authorization and execution of theIndenture by the Trustee and of the enforceability of the Indenture against the Trustee.

In addition to the foregoing, we have examined and relied upon such other agreements,certificates, documents and opinions submitted to us, including certifications and representationsof public officials and other officers and representatives of the various parties participating inthis transaction, as we have deemed relevant and necessary in connection with the opinionsexpressed below. We have not undertaken an independent audit, examination, investigation orinspection of the matters described or contained in such agreements, certificates, documents,representations and opinions submitted to us and have relied solely on the facts, estimates andcircumstances described and set forth therein.

In our examination of the foregoing, we have assumed the genuineness of the signatureson all documents and instruments, the authenticity of documents submitted as originals, theconformity to originals of documents submitted as copies and the legal capacity of all naturalpersons.

The scope of our engagement in relation to the issuance of the 2008 Bonds has beenlimited solely to the examination of facts and law incident to rendering the opinions expressedherein.

This opinion should not be construed as offering material or an offering circular,prospectus or official statement and is not intended in any way to be a disclosure statement usedin connection with the sale or delivery of the 2008 Bonds. Furthermore, we are not passing onthe accuracy or sufficiency of any CUSIP numbers appearing on the 2008 Bonds. In addition,we have not been engaged to and, therefore, do not express any opinion as to compliance by theIssuer with any federal or state statute, regulation or ruling with respect to the sale anddistribution of the 2008 Bonds.



Neither the 2008 Bonds nor the interest and premium, if any, payable thereon shallconstitute a general obligation or general indebtedness of the Issuer within the meaning of theConstitution and laws of Florida. The 2008 Bonds and the interest and premium, if any, payablethereon do not constitute either a pledge of the full faith and credit of the Issuer or a lien uponany property of the Issuer other than as provided in the Indenture. No owner of the 2008 Bondsor any other person shall ever have the right, directly or indirectly, to require or compel theexercise of any ad valorem taxing power of the Issuer or any other public authority orgovernmental body to pay the principal of or interest and premium, if any, on the 2008 Bonds orto pay any other amounts required to be paid pursuant to the Indenture or the 2008 Bonds.

The opinions set forth below are expressly limited to, and we opine only with respect to, thelaws of the State of Florida and the federal income tax laws of the United States of America.

Based upon the foregoing, we are of the opinion that:

1. The Issuer has been duly created and validly exists as a community developmentdistrict under the Act.

2. The Indenture has been duly authorized and executed by the Issuer and constitutesa valid and binding obligation of the Issuer. The Indenture creates the valid pledge which itpurports to create of the 2008 Trust Estate in the manner and to the extent provided therein.

3. The 2008 Bonds have been duly authorized, executed and delivered by the Issuerand are valid, binding, and enforceable special obligations of the Issuer, payable solely from thesources provided therefore in the Indenture.

4. The interest on the 2008 Bonds is excludable from gross income for federalincome tax purposes and is not treated as an item of tax preference for purposes of the federalalternative minimum tax imposed on individuals and corporations; however, it should be notedthat for the purpose of computing the alternative minimum tax imposed on corporations (asdefined for federal income tax purposes), such interest is taken into account in determiningadjusted current earnings. The opinions set forth in the immediately preceding sentence aresubject to the condition that the Issuer comply with all requirements of the Internal RevenueCode of 1986, as amended, and the regulations thereunder (the “Code”), that must be met orsatisfied in order that interest thereon be, or continue to be, excludable from gross income forfederal income tax purposes. The Issuer has covenanted to comply with each such requirement.Failure of the Issuer to comply with such requirements may cause the inclusion of interest on the2008 Bonds in gross income for federal income tax purposes retroactive to the date of issuanceof the 2008 Bonds. Other provisions of the Code may give rise to adverse federal income taxconsequences to particular holders of the 2008 Bonds. The scope of this opinion is limited to the



matters addressed above and we express no opinion regarding other federal tax consequencesarising with respect to the 2008 Bonds.

In rendering the opinion expressed above, we have assumed continuing compliance with thetax covenants referred to above that must be met after the issuance of the 2008 Bonds in orderthat interest on the 2008 Bonds not be included in gross income for federal income tax purposes.

5. Pursuant to the Act, the 2008 Bonds and the interest paid thereon are exempt fromall taxes imposed by the State of Florida except as to estate taxes and taxes imposed by Chapter220, Florida Statutes.

It is to be understood that the rights of the owners of the 2008 Bonds and the enforceabilityof the 2008 Bonds and the Indenture may be subject to (a) bankruptcy, insolvency,reorganization, moratorium, fraudulent conveyance, or other similar statutes, rules, regulations,or other laws affecting the enforcement of creditor’s rights and remedies generally and (b) theunavailability of, or limitation on the availability of, a particular right or remedy (whether in aproceeding in equity or at law).

Our opinions expressed herein are predicated upon present law, (and interpretations thereof)facts and circumstances, and we assume no affirmative obligation to update the opinionsexpressed herein if such laws (and interpretations thereof), facts or circumstances change afterthe date hereof.

Very truly yours,

AKERMAN SENTERFITT

E-1

APPENDIX E

PROPOSED FORM OF DISCLOSURE AGREEMENT

{6170/18/00175168.DOCv6}

1

CONTINUING DISCLOSURE AGREEMENT

THIS CONTINUING DISCLOSURE AGREEMENT dated as of January 31, 2008 (this

“Disclosure Agreement”), is executed and delivered by THE VILLAGE AT GULFSTEAM PARK

COMMUNITY DEVELOPMENT DISTRICT (the “District”), THE VILLAGE AT GULFSTREAM

PARK, LLC, its successors and assigns, acting through itself or through one or more related

affiliates, subsidiaries and partnerships, in its capacity as developer (the “Developer”), and

MUNICAP, INC. (the “Dissemination Agent”) and joined by GULFSTREAM PARK RACING

ASSOCIATION, INC. (“GPRA”).

This Disclosure Agreement is entered into in connection with the issuance by the District

of its $60,285,000 Special Assessment Revenue Bonds, Series 2008 (the “Bonds”). The Bonds are

being issued pursuant to the terms of a Master Trust Indenture dated as of January 1, 2008, as

supplemented by a First Supplemental Trust Indenture dated as of January 1, 2008 (collectively,

the “Indenture”), between the District and Regions Bank, as trustee (the “Trustee”). Pursuant to

a resolution adopted December 20, 2007, the District approved the negotiated sale of the Bonds

to Banc of America Securities LLC (the “Underwriter”), and the offering and sale of the Bonds

by the Underwriter to “Accredited Investors” within the meaning of Section 2(15) of the

Securities Act of 1933, as amended.

The parties, as applicable, hereby represent, covenant and agree as follows:

Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is

being executed and delivered by the parties hereto for the benefit of the Holders (as defined

below) and in order to assist the Underwriter in complying with the Rule (as defined below) to

the extent it may subsequently apply.

Section 2. Definitions. Capitalized terms not otherwise defined herein shall have

the same meaning as assigned to such terms in the Indenture. In addition, the following

capitalized terms shall have the following meanings:

“Affiliate” means any corporation, limited liability company, partnership, other form of

business organization, entity, or, as applicable, natural person, which, whether by ownership or

any formal or informal arrangement, controls, or is controlled by, the Developer, or is controlled

by one or more of the same entities or natural persons that controls the Developer.

“Annual Financial Information” with respect to any Fiscal Year of the District means the

following:

(i) the annual financial statements of the District, which (A) are prepared

annually in accordance with generally accepted accounting principles in effect from time to

time consistently applied (provided that nothing in this clause (A) will prohibit the District after

the date of the final Limited Offering Memorandum prepared with respect to the Bonds from

changing such principles so as to comply with generally accepted accounting principles as then

{6170/18/00175168.DOCv6}

2

in effect or to comply with a change in applicable Florida law); and (B) are audited by an

independent certified public accountant or firm of such accountants; and

(ii) updates to financial information and operating data of the District

concerning:

(A) Summary of Administrative Expenses;

(B) Listing of any District landowner or ground lessee responsible for

more than five percent (5%) of the levy of Series 2008

Assessments, the amount of the levy of Series 2008 Assessments

against such landowners or ground lessee, the percentage of such

Series 2008 Assessments relative to the entire levy of Series 2008

Assessments within the District, all as of the previous July 1;

(C) Any changes to the identity of the Dissemination Agent or the

Developer;

(D) The total amount of Series 2008 Assessments on all property

subject to Series 2008 Assessments by the District as of the first

and last days of such Fiscal Year, together with the amount of

Series 2008 Assessments prepaid during such Fiscal Year;

(E) The assessed valuation of each parcel within the District subject to

Series 2008 Assessments, as of the previous July 1;

(F) The amount of annual installments of the Series 2008 Assessments

collected during such Fiscal Year from each landowner within the

District;

(G) The amount of Series 2008 Assessment delinquencies greater than

six months, one year and two years; and, if delinquencies amount

to more than ten percent (10%) of the total amount of Series 2008

Assessments (or annual installments thereof) due in any year, a

list of delinquent landowners;

(H) The amount of delinquent Series 2008 Assessments by Fiscal Year

(1) that are subject to institution of foreclosure proceedings (but as

to which such proceedings have not been instituted); (2) that are

currently subject to foreclosure proceeding which have not been

concluded; (3) that have been reduced to judgment but not

collected; and (4) that have been reduced to judgment and

collected and the results of any tax sales of District property;

{6170/18/00175168.DOCv6}

3

(I) All fund balances in all Funds and Accounts held under the

Indenture;

(J) The principal amount of the Bonds then Outstanding;

(K) The amount of principal and interest paid on the Bonds during the

most recent Fiscal Year and the scheduled amount of principal

and interest to be paid on the Bonds in the next Fiscal Year;

(L) Any changes to the methodology for levying the Series 2008

Assessments in the District since the report of the most recent

Fiscal Year;

(M) Any significant amendments to land use entitlements or legal

challenges to the construction of the Facilities of which the District

or the Dissemination Agent has actual knowledge;

(N) Any material changes in the nature of the Facilities; and

(O) A description of any amendment to this Agreement and a

comparison of any change in the financial statements of the

District.

“Developer” shall mean The Village at Gulfstream Park, LLC, its successors and

assigns, acting through itself or through one or more related affiliates, subsidiaries and

partnerships.

“Completion Agreement” shall mean the Completion Agreement dated as of January 31,

2008, between the District and the Developer.

“Dissemination Agent” shall mean, initially, Municap. Inc. and thereafter shall mean

such entity designated in writing by the District to serve as the successor Dissemination Agent

and which has filed with the District a written acceptance of such designation.

“Facilities” shall include the public infrastructure described in and the subject of the

Completion Agreement.

“Fiscal Year” shall mean the twelve-month period, at the end of which the financial

position of the District and results of its operations for such period are determined. Currently,

the District’s Fiscal Year begins July 1 and continues through the following June 30.

“Holder” shall mean, for purposes of this Disclosure Agreement, any person who is a

record owner or beneficial owner of a Bond.

“MSRB” means the Municipal Securities Rulemaking Board.

{6170/18/00175168.DOCv6}

4

“NRMSIR” has the meaning set forth in Section 7 of this Disclosure Agreement.

“Provide” or “Provided” has the meaning set forth in Section 7 of this Disclosure

Agreement.

“Purchaser” shall mean any purchaser of all or a portion of an unfinished parcel located

within the boundaries of the District from the Developer, or any Affiliate.

“Rule” means Rule 15c2-12 under the Securities Exchange Act of 1934, as in effect from

time to time.

“SEC” means the U.S. Securities and Exchange Commission.

“SID” means any state-based information depository existing from time to time in the

State of Florida for the purpose of receiving information concerning municipal securities.

Section 3. Obligations of the District. (a) The District shall Provide, or cause to be

Provided by the Dissemination Agent (if different from the District), the Annual Financial

Information not later than 270 days after the end of each Fiscal Year beginning with the Fiscal

Year ending September 30, 2008. In the case of the Annual Financial Information which is not

available to the District, the District covenants to use its best efforts to obtain such information

from appropriate sources and to promptly provide such information upon, and subject to,

receipt from such sources.

(b) The District shall Provide or cause to be Provided by the Dissemination Agent (if

different from the District), in a timely manner, notice of any of the following events that may

from time to time occur with respect to the Bonds, but with respect to items in (i) through (xi),

only if material:

(i) principal and interest payment delinquencies;

(ii) non-payment related defaults;

(iii) unscheduled draws on debt service reserves reflecting financial

difficulties;

(iv) unscheduled draws on credit enhancements reflecting financial

difficulties;

(v) substitution of credit or liquidity providers, or their failure to perform;

(vi) adverse tax opinions or events affecting the tax-exempt status of the

Bonds;

(vii) modifications to rights of Holders;

{6170/18/00175168.DOCv6}

5

(viii) bond calls;

(ix) defeasances;

(x) release, substitution, or sale of property securing repayment of the Bonds;

(xi) rating changes; and

(xii) the failure of the District on or before the date required by this Disclosure

Agreement to Provide Annual Financial Information to the persons and in the manner

required by this Disclosure Agreement; provided that nothing in this subsection (b) shall

require the District to maintain any debt service reserve, credit enhancement or credit or

liquidity providers with respect to the Bonds or to pledge any property as security for

repayment of the Bonds.

(c) The District shall Provide notice of any change in its Fiscal Year not later than the

date on which it first Provides any information in the then current Fiscal Year.

(d) Any information required to be included in the Annual Financial Information

may be included by specific reference to other documents previously Provided to each NRMSIR

and to any appropriate SID, or filed with the SEC; provided, however, that any final official

statement incorporated by reference must be available from the MSRB.

Section 4. Quarterly Reporting Obligations of the Developer. The Developer shall

provide, at its own cost and expense, to the Dissemination Agent the information described in

this Section 4, and the Dissemination Agent shall promptly Provide such information upon

receipt from the Developer. The Developer shall provide the information described below not

later than forty-five (45) days after each January 1, April 1, July 1 and October 1 (beginning

April 1, 2008), and continuing until such time as the Developer (including any Affiliate) is no

longer responsible for the payment of Series 2008 Assessments (or annual installments thereof)

equal to at least 20% of the annual debt service on the Bonds for any year. The information to

be provided by the Developer shall address the following with respect to any development

performed or to be performed by the Developer within the District:

(i) Status of completion of the Facilities, including the estimated date of

completion of all land development and build out;

(ii) Number of square feet planned on property which is being assessed to

repay the Bonds;

(iii) The amount of acreage ground leased to third parties and allowed

developed square footage to occur on such acreage;

(iv) The number and square footage of buildings constructed, if any;

{6170/18/00175168.DOCv6}

6

(v) For each non-residential structure, the number of units and square feet

leased and the number of units and square feet to be leased, if any;

(vi) For each non-residential structure, the number of tenants, the square

footage leased for each tenant and the current vacancy rate, if any;

(vii) The anchor (more than 10% of the total planned retail square footage)

tenants of non-residential property;

(viii) Statement as to the status of development loans and any permanent

financing undertaken by the Developer or any Affiliate for the portion of

the Facilities not financed with Bond proceeds, including loan balance,

interest rate, existence of deeds of trust or other similar encumbrances

against such Facilities, existence of any default and remaining term;

(ix) Statement as to available funds necessary to complete the Facilities;

(x) Status of any legal challenges to the construction or development of the

Facilities as known to the Developer;

(xi) Status of any governmental or development approvals (other than

customary building permits required after delivery of a finished lot)

required for completion of the Facilities;

(xii) Material adverse changes to permits/approvals which necessitate changes

to the Developer's land use plan as detailed in the Limited Offering

Memorandum;

(xiii) Material adverse changes to information set forth in the Limited Offering

Memorandum; and

(xiv) Any information regarding the Facilities or other information as may be

reasonably requested by the Dissemination Agent relating to the ability of

the Developer or any Affiliate to fulfill its obligations under the

Completion Agreement.

Section 5. Events Reporting Obligations of the Developer. Whenever the

Developer obtains actual knowledge of the occurrence of one or more of the following events,

the Developer shall notify the Dissemination Agent of such occurrence and the Dissemination

Agent shall immediately report such event in the manner as provided in Section 6 for the

events specified therein:

(i) failure to pay any real property taxes or Series 2008 Assessments levied

within the District on a parcel leased by the Developer (or any Affiliate);

{6170/18/00175168.DOCv6}

7

(ii) material damage to or destruction of any development or improvements

within the District;

(iii) material default by the Developer (or any Affiliate) on any loan with

respect to the development or permanent financing of District

development undertaken by the Developer;

(iv) material default by the Developer (or any Affiliate) on any loan secured

by property within the District leased by the Developer (or any Affiliate);

(v) payment default on any loan to the Developer (or any Affiliate) (whether

or not such loan is secured by the property ground leased within the

District);

(vi) the filing of the Developer (or any Affiliate) or any owner of more than

25% interest in the Developer (or any Affiliate) in bankruptcy or any

determination that the Developer (or any Affiliate) or any owner of more

than 25% of the Developer (or any Affiliate) is unable to pay its debts as

they become due;

(vii) the filing of any lawsuit with claim for damage, in excess of $1,000,000

against the Developer or any Affiliate which may adversely affect the

completion of the District development or litigation which would

materially adversely affect the financial conditions of the Developer or

Affiliate; and

(viii) any change in the legal structure, chief executive officer or ownership of

the Developer.

Section 6. Obligations of the Dissemination Agent. The Dissemination Agent

accepts the role of Dissemination Agent, subject to the approval and execution of an agreement

between the Dissemination Agent and the District relating to these services (the

“Dissemination Agreement”). The Dissemination Agent shall assist the District in preparing

the information needed for the Annual Report.

Section 7. Information Provided. Information shall be deemed to have been

“Provided” for purposes of this Disclosure Agreement if transmitted to the following as herein

required:

(i) each nationally recognized municipal securities information repository

(“NRMSIR”) approved as such by the SEC from time to time, at its then current address,

including the following NRMSIRs existing as of the date hereof:

Bloomberg Municipal Repository

100 Business Park Drive

{6170/18/00175168.DOCv6}

8

Skillman, New Jersey 08558

Phone: (609) 279-3225

Fax: (609) 279-5962

http://www.bloomberg.com/markets/rates/municontacts.html

Email: [email protected]

DPC Data Inc.

One Executive Drive

Fort Lee, New Jersey 07024

Phone: (201) 346-0701

Fax: (201) 947-0107

http://www.dpcdata.com


FT Interactive Data Pricing and Reference Data, Inc.

Attn: NRMSIR

100 William Street, 15th Floor

New York, New York 10038

Phone: (212) 771-6999; (800) 689-8466

Fax: (212) 771-7390

http://www.interactivedata-prd.com


Standard & Poor’s Securities Evaluations, Inc.

55 Water Street

45th Floor

New York, New York 10041

Phone: (212) 438-4595

Fax: (212) 438-3975

http://www.disclosuredirectory.standardandpoors.com


(ii) at its then current address, the SID, if any;

(iii) the Trustee; and

(iv) any beneficial holder of at least $1,000,000 in aggregate principal amount

of the Bonds who provides to the Dissemination Agent (A) a written request to receive such

information directly, (B) evidence of holding such amount of the Bonds and (C) address

information for receipt of such information.

Section 8. CUSIP Numbers. The District shall reference, or cause the Dissemination

Agent (if different from the District) to reference, the CUSIP prefix number for the Bonds in

any notice Provided.

{6170/18/00175168.DOCv6}

9

Section 9. Termination of Reporting Obligation. This Disclosure Agreement with

respect to the Bonds shall terminate upon the earlier to occur of the legal defeasance or

payment in full of the Bonds. The obligations of the Developer under this Disclosure

Agreement shall terminate at the earlier to occur of (a) the date on which the Developer

(including any Affiliate) has transferred title to all of its lots in the District to any entity other

than an Affiliate or (b) the date on which the District and the Dissemination Agent’s

obligations under this Disclosure Agreement terminate.

Section 10. Dissemination Agent. The District may, from time to time, appoint or

engage a successor Dissemination Agent to assist it in carrying out its obligations under this

Disclosure Agreement and may discharge any such Agent, with or without appointing a

successor Dissemination Agent. The Dissemination Agent may resign its duties under this

Disclosure Agreement as provided for in the Dissemination Agreement. If at any time there is

not any other designated Dissemination Agent, the District shall be the Dissemination Agent.

Section 11. Amendment. Notwithstanding any other provision of this Disclosure

Agreement, the parties may amend this Disclosure Agreement, if such amendment in the

judgment of the Dissemination Agent does not materially reduce the scope of the parties’

undertaking for the benefit of the Holders from that set forth in this Disclosure Agreement on

the date of its execution.

Section 12. Additional Information. Nothing in this Disclosure Agreement shall be

deemed to prevent the District from disseminating any other information, using the means of

dissemination set forth in this Disclosure Agreement or any other means of communication, or

including any other information in any Annual Financial Information or notice of occurrence of

an event listed in Section 3(b) or Section 5, in addition to that which is required by this

Disclosure Agreement. If the District chooses to provide any information in addition to that

which is specifically required by this Disclosure Agreement, the District shall have no

obligation under this Disclosure Agreement to update such information or include it in any

future Annual Financial Information or notice Provided hereunder.

Section 13. Default. The parties under this Disclosure Agreement shall be given

written notice by any Holder, whether acting jointly or severally, of any claimed failure by one

or more of such parties (as the case may be) to perform its obligations under this Disclosure

Agreement, and such party(ies) shall be given thirty (30) days to remedy any such claimed

failure; provided, however, that such thirty day period shall be extended to sixty (60) days to

cure such failure, if the party(ies) is diligently attempting to cure such failure. Any suit or

other proceeding seeking further redress with regard to any such claimed failure by such

party(ies) shall be limited to specific performance as the adequate and exclusive remedy

available in connection with such action.

A default under this Disclosure Agreement shall not be deemed an event of default

under the Indenture or the Bonds, and the sole remedy under this Disclosure Agreement in the

event of any failure to comply shall be an action to compel performance.

{6170/18/00175168.DOCv6}

10

Section 14. Limited Liability. No person shall have any claim against the District,

the Dissemination Agent, or the Developer, or any of their respective officers, officials, agents,

or employees for damages suffered as a result of the District’s, the Dissemination Agent’s, the

Developer’s failure to perform in any respect any covenant, undertaking, or obligation under

this Agreement; provided, however, that nothing contained herein shall be construed to

preclude any action or proceeding in any court or before any governmental body, agency, or

instrumentality against the District, the Dissemination Agent, the Developer or any of their

respective officers, officials, agents, or employees to specifically enforce the provisions of this

Agreement. The District and Dissemination Agent shall not have any duty or obligation to

review or verify any information, disclosures or notices provided to it, and shall not be deemed

to be acting in any fiduciary capacity for any other party. The District and Dissemination

Agent shall not have any responsibility for any party's failure to report a material event or a

duty to determine the materiality thereof. Neither the District nor the Dissemination Agent

shall have any duty to determine, or liability for failing to determine, whether any party has

complied with this Disclosure Agreement.

Section 15. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit

of the District, the Developer, the Underwriter, and Holders from time to time of the Bonds,

and shall create no rights in any other person or entity.

Section 16. Successors and Assigns. The rights and obligations hereunder are

intended to run and inure to any and all successors and assigns of the parties hereto. The

Developer may not make any assignment of this Disclosure Agreement or of the Completion

Agreement without also assigning the other agreement.

Section 17. Governing Law. This Disclosure Agreement shall be governed by,

subject to and construed in accordance with the federal securities laws, where applicable, and

the laws of the State of Florida, without reference to the choice of law principles thereof.

Section 18. Counterparts. This Disclosure Agreement may be executed in several

counterparts, each of which shall be an original and all of which shall constitute but one and

the same instrument.

[Signature page to follow]

{6170/18/00175168.DOCv6}

11



By: ___ __

Name: Charles H. Ratner

Title: Chairman

THE VILLAGE AT GULFSTREAM PARK, LLC,

as Developer

By: FC Gulfstream Park, Inc.,

as Managing Member

________________________________________

Name: __________________________________

Title: ___________________________________

MUNICAP, INC., as Dissemination Agent

By:____________________________________

Name: _________________________________

Title: __________________________________

{6170/18/00175168.DOCv6}

12

SIGNATURE PAGE FOR

CONTINUING DISCLOSURE AGREEMENT

(The Village at Gulfstream Park Community Development District)

Joined by Gulfstream Park Racing Association, Inc. (“GPRA”), as the major landowner of lands

within the District. GPRA agrees that in the event the Ground Lease dated as of August 3, 2007

(“Ground Lease”) by and between GPRA, as ground lessor, and The Village at Gulfstream Park,

LLC, as ground lessee, is terminated GPRA shall assume the obligations of the Developer

hereunder, provided however that, in the event the Ground Lease is terminated, GPRA shall be

entitled to enter into subsequent ground lease(s) and in such event shall be entitled to require

such ground lessee(s) to assume the obligations of the Developer hereunder.

GULFSTREAM PARK RACING ASSOCIATION,

INC.

By:_____________________________________

Name: __________________________________

Title: ___________________________________

F-1

APPENDIX F

ASSESSMENT METHODOLOGY

SUPPLEMENTAL ASSESSMENT

METHODOLOGY REPORT THE VILLAGE AT

GULSTREAM PARK COMMUNITY DEVELOPMENT

DISTRICT

Updated January 29, 2008

Prepared for

Board of Supervisors The Village at Gulfstream Park Community Development

District

Prepared by

Fishkind & Associates, Inc. 12051 Corporate Boulevard

Orlando, Florida 32817 407-382-3256 or Fishkind.com

` 1

________________________________________________________________

MASTER ASSESSMENT METHODOLOGY REPORT


January 29, 2008

________________________________________________________________ 1.0 Introduction 1.1 Purpose This Supplemental Assessment Report updates our prior Supplemental

Assessment Report dated July 27, 2007. The July 27th report anticipated a bond sale which was delayed until January 29, 2008 to close on January 30, 2008. Previously, on June 27, 2007 The Board of Supervisor adopted the Master Assessment Methodology Report (“Master Report”) via Resolution 2007-15. The Master Report sets out the methodology by which the Board will allocate debt incurred to fund its Capital Improvement Plan (“CIP”). The Board has agreed to finance Phase 1 of the CIP with its Series 2008 Bonds. The District’s Placement Agent has placed $60,285,000 in total Series 2008 Bonds to generate the construction funds for Phase 1. This report demonstrates how the assessment methodology in the Master Report would be applied to the Series 2008 Bonds.

1.2 Background

The City Council of Hallandale created the District in May 2, 2007 via Ordinance 2007-06. The District was established to provide infrastructure, including, but not necessarily limited to, roadways (within and without the District), water and sewer facilities, a stormwater management system, streetscape and landscape, and parking garages. The District is a +/- 54.6 acre site planned for the following uses ( “Development” as per Table 1):

• 750,000 square fee of retail space • 140,000 square feet for offices • A movie theater complex of 2,500 seats • 500 hotel rooms • 1,500 multifamily dwelling units

2

Table 1. Development Plan for The Village at Gulfstream Park

Category Phase 1 Phase 1b Phase 2 Phase 3 Phase 4 Total Retail (s.f.) 375,000 100,000 100,000 100,000 75,000 750,000 Office (s.f.) 70,000 70,000 140,000 Hotel (rooms) 250 250 500 Cinema (seats) 2,500 2,500 Residential (units) 125 375 500 500 1,500

Source: Developers The Board has determined that it is in the best interest of the current and future property owners in the District to fund the CIP through special assessments. At its June 27, 2007 meeting the Board initiated the special assessment process under Chapter 170, F.S. and authorized its staff to notify the affected landowners pursuant to Resolution 2007-16 and Chapter 170.

2.0 Assessment Methodology 2.1 Overview The assessment methodology is a process by which the District will

allocate the costs associated with its CIP to properties within the District benefiting from the improvements. The allocation is based upon the benefits that each property receives. At the outset, the District has based its CIP on the land uses the Developers plan for the Developments as outlined above in Table 1.

The District will impose assessments upon the land in the District based on the benefits that the actual land uses in District receive. At the outset, there is no development on the land in the District. The land is being used for surface parking and for open space. Therefore, initially the District will impose assessments on a gross acre basis, phase by phase as described more fully below. As the actual land uses are constructed in each phase, the debt assigned to that phase will be more finely determined based on the methodology described below. In other words, as actual development occurs, the debt that was initially allocated by acreage will be reallocated based on the specific land uses that are constructed. This represents a refinement of the allocation process based on benefits received by specific development as it occurs in each phase.

` 3

2.2 The District’s Capital Improvement Plan and the District Engineer’s Estimate of Cost

The Interim District Engineer has estimated the cost for the infrastructure

necessary to support the development program outlined in Table 1. Their estimate is contained in the report, “The Village at Gulfstream Park Community Development District Engineer’s Report Infrastructure Improvements” dated June 13, 2007 and is summarized in Table 2 below. The District Engineer estimates a total project cost of $143,331,899. This excludes financing costs, inflation and interest expenses. The Board adopted the District Engineer’s Report in its Resolution 2007-15.

Table 2. District Engineer’s Estimated Costs for

The District’s Capital Improvement Program

CDD Eligible Costs Phase 1 Phase 1b Phase 2 Phase 3 Phase 4 Total Roadways and related $17,050,725 $9,115,000 $6,076,667 $6,076,667 $6,076,667 $44,395,725 Structured Parking $15,000,000 $23,000,000 $9,000,000 $9,000,000 $9,000,000 $65,000,000 Stormwater Management

$4,321,037 $1,166,667 $777,778 $777,778 $777,778 $7,821,037

Water Distribution System

$1,017,075 $116,667 $77,778 $77,778 $77,778 $1,367,075

Sanitary Sewer System $3,105,874 $1,666,667 $1,111,111 $1,111,111 $1,111,111 $8,105,874 Parks, Outdoor and Cultural Facilities

$8,642,188 $1,500,000 $1,000,000 $1,000,000 $1,000,000 $13,142,188

School Improvements $0 $1,000,000 $0 $1,000,000 $0 $2,000,000 Secruity Facilities $500,000 $333,333 $222,222 $222,222 $222,222 $1,500,000 ========= ========= ========= ========= ========= ========= Total $49,636,899 $37,898,333 $18,265,556 $19,265,556 $18,265,556 $143,331,899

Source: District Engineer’s Report of June 13, 2007, Page 7 and Developer

2.3 Financing Plan

The District plans to finance its CIP in phases to match the phasing outlined in Tables 1 and 2. Each phase is designed to stand alone. If any future phase is not developed, the others will be pursued as shown above. The District will issue special assessment revenue bonds to generate the construction funds for each phase of the CIP. The debt service on the bonds will be funded from two sources: (a) special assessments on all benefiting properties which will secure

100% of the debt service and (b) Developer contributions from fees the Developer plans to collect

from its tenants under certain lease arrangements.

4

Table 3 summarizes how Phase 1 of the CIP will be funded through the sale of the District’s Series 2008 Bonds.

Table 3. The Village at Gulfstream Park Community Development District Financing Program for Phase 1

Category Series 2008 Construction $49,420,147 Debt Service Reserve $3,014,250 Capitalized Interest $6,998,465 Placement Fee $452,137 Cost of Issuance $400,000 Rounding $1 ========= Total Par Debt $60,285,000

The bond sizing in Table 3 is standard for tax exempt District bonds. The

construction fund is net funded under this sizing and satisfies the requirements provided in Table 2. The bonds will also fund the debt service reserve, capitalized interest, and the costs of issuance.

Bond proceeds are also expected to fund interest payable during the

construction period as well as the period between the time that the project infrastructure is completed and portions of the Developments as outlined in Table 1 are completed. This is the purpose for the capitalized interest fund.

The Placement Fee compensates the Placement Agent for their work in

places the District’s Series 2008 Bonds. The cost of issuance pays for the trustee, financial advisor, district counsel, bond counsel, and other costs associated with issuing the District's bonds.

` 5

2.4 Allocation to Benefiting Properties – The Assessment Methodology

Applied to the Series 2008 Bonds for Phase 1 of the CIP The discussion offered below illustrates the process by which the District

will allocate debt incurred to support its CIP. This debt will be fully secured by special assessments levied on properties in the District based on and proportional to the benefits that each receives from the CIP.

As described above, each phase of the Development shown in Table 1 will be developed independently of the other phases. Furthermore, the infrastructure associated with each phase of development is unique to that phase. Attachment #1 contains the legal description of the land benefiting from the Phase 1 improvements. Initially, the debt funding the Phase 1 improvements will be allocated to all of the property identified in Attachment #1 on a gross acreage basis. As the vertical construction occurs and when the certificates of occupancy are issued or platting occurs (whichever is first), the District will more finely articulate the allocation of debt to benefiting properties in that particular phase benefiting from the infrastructure for that phase.

In the particular circumstances of the District an equitable allocation of the debt must be based on the type of infrastructure to be constructed and how it may benefit particular land uses. For example, the structured parking facilities only benefit the retail and cinema uses. Furthermore, the schools are only a benefit to the residential uses and are in fact required by the Development Order as a result of these uses. The balance of the improvements benefits all of the land uses. Therefore, the costs associated with the parking decks are allocated only to the retail and cinema uses. The costs for schools in any phase are allocated to the residential units in that particular phase. The balance of the CIP costs for the roadways, storm water systems, utilities, parks, and security are allocated to all properties in the phase as described below. There are five distinct categories of land uses in the District: (1) retail, (2) office, (3) hotel, (4) cinema, and (5) residential. To put these all on a common footing the concept of an equivalent residential unit (“ERU”) is appropriate and widely used. The residential units are all assigned an ERU of 1 per unit. All other land uses are measured in terms of an ERU as described below. As noted above, the ERU method will be used to allocate certain costs for the District’s CIP among benefiting land uses. These costs are for roads, storm water management, potable water, sanitary sewer, parks, and security. Table 4 summarizes the ERU factors and ERU totals adopted by the District in the Master Report.

6

Table 4. ERU Count by Land Use and by Phase

Category ERU/Unit Phase 1 Phase 1b Phase 2 Phase 3 Phase 4 Total Retail (s.f.) 2.28 855 228 228 228 171 1,711 Office (s.f.) 1.19 83 0 0 83 0 167 Hotel (rooms) 0.72 181 0 0 181 0 361 Cinema (seats) 0.17 0 416 0 0 0 416 Residential (units) 1.00 0 125 375 500 500 1,500 ====== ====== ====== ====== ====== ====== Total 1,120 769 603 992 671 4,155

As discussed previously, each phase of the project stands on its own. The infrastructure for each phase will be allocated exclusively to the development planned for that phase. The costs for the parking structures will be allocated to the retail and cinema uses in that phase benefiting from these improvements. The cost for school improvements in any phase are allocated only to the residential development in that phase. All other costs for the remaining facilities funded in a phase are allocated to the land uses in that phase alone on an ERU basis.

In light of this analysis the financing plan outlined in Table 3 must be

distributed into three categories for each phase: (1) schools, (2) parking, and (3) all other. Each of these is allocated to the benefiting uses in each phase. Table 5 provides the analysis for Phase 1. For example, the total cost of the CIP for Phase 1 is $49,420,147 on a net basis (including interest earnings on the construction fund). To fund these improvements the District would issue $60,285,000 in bonds. The $14,934,499 estimated cost (net basis) for the parking structures will require the District to issue $18,217,798 in bonds. All the other facilities for Phase 1 will cost $34,485,648 which will be funded by issuing $42,067,202 in bonds. It is the as financed amounts that are allocated to the benefiting land uses.

Table 5. Facilities Costs as Financed by Phase

Phase Schools Parking All Other Total Phase 1 Cost $0 $14,934,499 $34,485,648 $49,420,147 Phase 1 As Financed $0 $18,217,798 $42,067,202 $60,285,000

The allocations of cost associated with the installation of the CIP are

phase-specific. Table 6 presents the allocation of costs associated with Phase 1 of the project. The cost for the parking facility is allocated only to the retail land use. There are no school costs in Phase 1. The other costs are allocated to the land uses in Phase 1 based on their ERU counts as shown in Table 4. All of the debt totaling $60,285,000 is allocated to benefiting land uses. The retail use bears the largest share. A cost per unit column is also provided for convenience.

` 7

Table 6. Allocation of Costs for Phase 1 of the CIP Category Schools Parking All Other Total Per Unit Retail $0 $18,217,798 $32,141,496 $50,359,294 $134Office $0 $0 $3,136,864 $3,136,864 $45Hotel $0 $0 $6,788,842 $6,788,842 $27,155Cinema $0 $0 $0 $0 $0Residential $0 $0 $0 $0 $0 ======= ======= ======= ======= Total $0 $18,217,798 $42,067,202 $60,285,000

8

Attachment #1 Legal Description of Phase 1

LAND DESCRIPTION

VILLAGE AT GULFSTREAM PARK (LEASE AREA) CITY OF HALLANDALE BEACH, BROWARD COUNTY, FLORIDA

A portion of Lots 1 through 4, Block 10, and Lots 1 through 3, Block 15 all in MAP OF THE TOWN OF HALLANDALE, according to the plat thereof as recorded in Plat Book B, Page 13 of the Public Records of Dade County, Florida also being a portion of HALLANDALE PARK NO. 12, PART 2, according to the plat thereof as recorded in Plat Book 10, Page 17 of the Public Records of Broward County, Florida and being particularly described as follows: COMMENCE at the Southeast corner of Section 27, Township 51 South, Range 42 East, Broward County, Florida; THENCE South 88º01’12” West on the South line of said Section 27, a distance of 2093.59 feet; THENCE North 01º50’08” West a distance of 50.09 feet to the POINT OF BEGINNING; THENCE South 88°10'12" West, a distance of 106.24 feet; THENCE South 79°34'52" West, a distance of 73.83 feet; THENCE South 88°09'53" West, a distance of 124.65 feet to the beginning of a tangent curve concave to the North; THENCE Westerly on the arc of said curve having a radius of 200.00 feet, through a central angle of 29°35'17", an arc distance of 103.28 feet to a point of reverse curvature with a curve concave to the Southwest; THENCE Northwesterly on the arc of said curve having a radius of 2278.13 feet, through a central angle of 03°21'41", an arc distance of 133.66 feet to a point of reverse curvature with a curve concave to the Northeast; THENCE Northwesterly on the arc of said curve having a radius of 50.00 feet, through a central angle of 33°19'47", an arc distance of 29.09 feet to the intersection with the East right-of-way line of South Federal Highway (U.S. 1) as shown on State of Florida Department of Transportation Right-of-Way Maps for State Road 5, Section 86010-2519, said point located on the arc of a non-tangent curve concave to the West, whose radius point bears North 81°58'50" West;

` 9

THENCE on said East right-of way line of South Federal Highway (U.S. 1) the following eight (8) courses and distances; 1. Northerly on the arc of said curve having a radius of 3909.83 feet, through a central angle of 03°03'25", an arc distance of 208.60 feet; 2. South 85°02'14" East, a distance of 0.85 feet; 3. North 07°51'26" East, a distance of 99.85 feet to a point on the arc of a non-tangent curve concave to the west, whose radius point bears North 86°49'11" West; 4. Northerly on the arc of said curve having a radius of 3743.00 feet, through a central angle of 05°00'35", an arc distance of 327.27 feet; 5. North 01°49'46" West, a distance of 32.91 feet; 6. South 88°10'14" West, a distance of 4.50 feet to a point on the arc of a non-tangent curve concave to the west, whose radius point bears South 88°14'02" West; 7. Northerly on the arc of said curve having a radius of 3909.83 feet, through a central angle of 00°03'48", an arc distance of 4.32 feet; 8. North 01°49'46" West, a distance of 1,386.43 feet; THENCE North 88°30'29" East, a distance of 261.89 feet; THENCE South 01°29'31" East, a distance of 51.95 feet; THENCE North 88°30'23" East, a distance of 105.85 feet; THENCE South 01°50'03" East, a distance of 103.85 feet; THENCE North 88°09'52" East, a distance of 230.00 feet; THENCE South 01°50'08" East, a distance of 39.55 feet to a point on the arc of a non-tangent curve concave to the West, whose radius point bears South 88°09'52" West; THENCE Southerly on the arc of said curve having a radius of 5.00 feet, through a central angle of 30°07'32", an arc distance of 2.63 feet to a point of reverse curve with a curve concave to the East; THENCE Southerly on the arc of said curve having a radius of 68.80 feet, through a central angle of 30°07'30", an arc distance of 36.17 feet;

10

THENCE South 01°50'06" East, a distance of 103.68 feet to the beginning of a tangent curve concave to the Northeast; THENCE Southeasterly on the arc of said curve having a radius of 125.00 feet, through a central angle of 44°59'42", an arc distance of 98.16 feet to a point of tangency; THENCE South 46°49'48" East, a distance of 23.05 feet to the beginning of a tangent curve concave to the West; THENCE Southerly on the arc of said curve having a radius of 40.00 feet, through a central angle of 60°11'16", an arc distance of 42.02 feet to a point of non-tangency; THENCE South 46°49'48" East, a distance of 42.09 feet; THENCE North 88°11'21" East, a distance of 108.51 feet to the beginning of a tangent curve concave to the Southwest; THENCE Southeasterly on the arc of said curve having a radius of 15.00 feet, through a central angle of 89°59'01", an arc distance of 23.56 feet to a point of tangency; THENCE South 01°49'38" East, a distance of 35.34 feet to a point on the arc of a non-tangent curve concave to the West, whose radius point bears South 87°53'03" West; THENCE Southerly on the arc of said curve having a radius of 283.96 feet, through a central angle of 11°21'32", an arc distance of 56.29 feet to a point of non-tangency; THENCE South 88°09'52" West, a distance of 15.55 feet; THENCE South 01°50'08" East, a distance of 226.96 feet to a point on the arc of a non-tangent curve concave to the east, whose radius point bears South 12°35'36" East; THENCE Southerly on the arc of said curve having a radius of 116.08 feet, through a central angle of 158°29'04", an arc distance of 321.08 feet to a point of non-tangency; THENCE South 01°50'08" East, a distance of 315.49 feet; THENCE South 88°09'52" West, a distance of 103.71 feet;

` 11

THENCE South 43°09'52" West, a distance of 276.44 feet; THENCE South 01°50'08" East, a distance of 568.53 feet to the POINT OF BEGINNING; Said lands lying in the City of Hallandale Beach, Broward County, Florida, and containing 1,338,998 square feet (30.7392 acres), more or less. SURVEYOR’S NOTES:

1) Not valid without the signature and original raised seal of a Florida Licensed Surveyor and Mapper.

2) Lands shown hereon were not abstracted by the surveyor for rights-of-

way, easements, ownership or other instruments of record.

3) Bearings shown hereon are based on State Plane Coordinates, Transverse Mercator, Florida East Zone, NAD 83 with the 1990 adjustment as shown on the “EASTERN BROWARD SECONDARY G.P.S. CONTROL NETWORK” survey prepared by the Broward County Surveyor. Control monuments that were used in this survey were G47, G48, G49, H47, H49, I47 and I48 with the East line of SE ¼ of Section 27-51-42 having a bearing of N01º52’52”W.

4) The description contained herein does not represent a field boundary

survey. CALVIN, GIORDANO AND ASSOCIATES, INC. __________________________________ Date: _________________ Gregory J. Clements Professional Surveyor and Mapper Florida Registration Number LS 4479