GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT

Transcription

1 GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT MIAMI-DADE COUNTY SPECIAL BOARD MEETING FEBRUARY 26, :00 A.M. Special District Services, Inc Miami Lakes Drive, Suite 374 Miami Lakes, FL Telephone 877.SDS.4922 Toll Free Facsimile

2 AGENDA GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT Lennar Homes, LLC Meeting Room 730 NW 107 th Avenue, Suite 300 Miami, Florida SPECIAL BOARD MEETING February 26, :00 a.m. A. Call to Order B. Proof of Publication Page 1 C. Establish Quorum D. Additions or Deletions to Agenda E. Comments from the Public for Items Not on the Agenda F. Approval of Minutes 1. February 17, 2016 Regular Board Meeting....Page 2 G. Old Business 1. Discussion Regarding District Engineer s Report and Methodology Report South Parcel Assessment Area 2. Discussion, Consideration and Ratification of Non-Disturbance Agreement between the District and Florida Power and Light Company ( FPL )..Page 9 3. Staff Report: As Required H. New Business 1. Consider Resolution No Delegation Resolution..Page 13 (Exhibits to be distributed under separate cover: Exhibit A, BPC; Exhibit B, PLOM; Exhibit C, CDA and Exhibit D, Fifth Supplemental Trust Indenture) 2. Consider Resolution No Declaring Special Assessments 5.45 Acres..Page Consider Resolution No Setting Public Hearing on Notice to Levy Non-Ad Valorem Special Assessments (5.45 Acres)..Page Consider Resolution No Notice of Intent to Use the Uniform Method of Levy, Collection and Enforcement of Non-Ad Valorem Special Assessments (5.45 Acres)...Page Consider Drainage Covenant between the District and City of Doral...Page 34 I. Administrative & Operational Matters 1. Discussion Regarding Bond Closing Date Grand Bay South Assessment Area 2. Staff Report: As Required J. Board Members & Staff Closing Comments K. Adjourn

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4 GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING FEBRUARY 17, 2016 A. CALL TO ORDER Mr. Kalin called the February 17, 2016, Regular Board Meeting of the Grand Bay at Doral Community Development District to order at 10:12 a.m. in the Suite 300 Meeting Room of Lennar Homes, LLC, located at 730 NW 107 th Avenue, Suite 300, Miami, Florida B. PROOF OF PUBLICATION Mr. Kalin presented proof of publication that notice of the Regular Board Meeting had been published in the Miami Daily Business Review on October 9, 2015, as part of the District s Fiscal Year 2015/2016 Regular Meeting Schedule, as legally required. C. ESTABLISH A QUORUM Mr. Kalin determined that the attendance of Chairperson Carolina Herrera and Supervisors Yadira Monzon and Sandy Chen constituted a quorum and it was in order to proceed with the meeting. Staff in attendance: District Managers Neil Kalin and Armando Silva of Special District Services, Inc.; District Counsel Gerald Knight of Billing, Cochran, Lyles, Mauro & Ramsey, P.A.; and District Engineer Juan Alvarez of Alvarez Engineers, Inc. Also present was Diane Montes and Ernesto Cuesta of KW Property Management & Consulting, Miami, Florida. D. ADDITIONS OR DELETIONS TO THE AGENDA There were no additions or deletions to the agenda. E. COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA There were no comments from the public for items not on the agenda. F. APPROVAL OF MINUTES 1. December 16, 2015, Regular Board Meeting Mr. Kalin presented the minutes of the December 16, 2015, Regular Board Meeting and asked if there were any changes and/or corrections. There being no changes and/or corrections, a motion was made by Ms. Monzon, seconded by Ms. Chen and unanimously passed to approve the December 16, 2015, Regular Board Meeting Minutes, as presented. G. OLD BUSINESS 1. Discussion Regarding Unit Count Change in Midtown Doral Supplemental Methodology Report Requirement Page 2

5 GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING FEBRUARY 17, 2016 Mr. Kalin advised the Board that the unit count and retail space square footage ( s.f. ) had been revised in Midtown Doral. Phase I of Midtown increases from 509 Condo Units to 537 Condo Units; Phase II decreased from 1,038 to 1,010. In addition, the total retail space increased from 210,000 s.f. to 300,000 s.f. The Phase I retail s.f. allocation will be 68,500 s.f. and the Phase II retail s.f. allocation will be 231,500 s.f. A preliminary review of these unit changes indicates that no true-up will be required, as the overall assessments have decreased slightly. Mr. Kalin will prepare a Supplemental Methodology Report for Board consideration at an upcoming meeting. No further Board action was required at this time. H. NEW BUSINESS 1. Ratify Actions Related to Midtown Doral Phase 1A Conveyance Documents to Miami-Dade County Water and Sewer Department ( WASD ) a. Absolute Bill of Sale Developer to District b. Absolute Bill of Sale District to Miami-Dade County WASD Mr. Kalin presented documentation and an explanation regarding the conveyance of the first phase of the water facilities system (the Improvements ) referred to by DW , ID# 22180, owned by 107 Avenue Doral Properties, LLC (the Developer ). The Improvements related to Grand Bay Commons Phase 1A first were conveyed to the District by Bill of Sale, then the District, upon the District Engineer s approval, conveyed by Bill of Sale the same Improvements to WASD. To facilitate the improvement conveyance, District officials were required to execute specific conveyance documents; therefore, the Mr. Kalin recommended the Board ratify all actions related to the Improvement conveyance. A discussion ensued after which: A motion was made by Ms. Monzon, seconded by Ms. Chen and unanimously passed to ratify all actions of Board officials and authorizes the conveyance of the water facilities system referred to by DW , ID# and owned by the District via Bill of Sale from the Developer to WASD. 2. Ratify Actions Related to Subdivision Cash Bond Agreement/WASD Mr. Kalin explained the purpose of the Subdivision Cash Bond Agreement for Construction and Maintenance of Subdivision Improvements ( Agreement ) related to Grand Bay Commons South (Midtown Doral Phase I) and informed the Board that the District currently owns the portion of right of way of NW 78 th Street, which lies within the Grand Bay South plat (refer to Special Warranty Deed ORB 29415, PG 4514) and as a result, the District is signing the final plat as a consenter. The roadway and drainage improvements in County right of way (NW 107 th Avenue) that are covered by the Subdivision Bond are contemplated within the District Engineer's Report and construction of the improvements is intended to be financed by the District; therefore, the District, at the request of the Miami-Dade County Public Works Department, was made party to the Agreement and executed same as an additional owner. Mr. Kalin recommended ratification of the actions related to District ownership and being party to the Agreement (Subdivision Cash Bond) as an additional owner. A discussion ensued after which: Page 3

6 GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING FEBRUARY 17, 2016 A motion was made by Ms. Monzon, seconded by Ms. Herrera and unanimously passed to ratify actions of District officials and approves the District, as an additional owner, being a party to the Subdivision Cash Bond Agreement for Construction and Maintenance of Subdivision Improvements. 3. Ratify Actions Related to GBN Condos (Adagio) & GBS Pod 2 Sanitary Sewer Systems Ownership and Permit Application (WASD) Mr. Kalin explained that the Developer is very close to finalizing the Unity of Title between the two (2) parcels: Grand Bay South Pod II ( GBS Pod II ) and Grand Bay North Condo Pod, a/k/a Adagio ( Adagio ) for connection of sanitary sewer lines in GBS Pod II to the private pump station in Adagio ( Improvements ). The Florida Department of Environmental Protection permit applications being submitted to Miami-Dade County Department of Environmental Resource Management for the Improvements requires the owners of the Improvements to sign the Notification/Application for Constructing a Domestic Wastewater Collection/Transmission System ( Application ). Since it has been contemplated that it is in the best interest of the District to own and maintain the Improvements, and in order to commence the application process, District officials executed the Application. To enable the District to own, manage and maintain the wastewater facilities, the following will be required: (i) granting of an easement over all applicable wastewater sewer lines and wastewater lift station system(s); (ii) a bill-of-sale for the referenced systems/improvements; and a (iii) maintenance agreement between the District and the Adagio Condo Association ( Association ) that would have provisions for the Association to cover any maintenance/repair expense of the wastewater lift station and wastewater collection lines, until such time as the District can budget for the same. The listed items below were discussed above. Mr. Kalin recommended that the Board ratify the actions of the Chairperson related to signing the Application and authorize conveyance of the Improvements, subject to certification of completion from the Developer to the District; authorizes acceptance of the Bill of Sale for the Improvements and further authorizes the Maintenance Agreement between the District and the Association, subject to final approval by District Counsel, the Chairperson and the District Manager. A discussion ensued after which: A motion was made by Ms. Monzon, seconded by Ms. Herrera and unanimously passed to ratify actions of District officials in executing the Notification/Application for Constructing a Domestic Wastewater Collection/Transmission System and authorizes the acceptance of applicable easements, bill-of-sale and the maintenance agreement in substantially final form, subject to final approval by District Counsel, the Chairperson and the District Manager related to the Grand Bay South Pod II ( GBS Pod II ) and Grand Bay North Condo Pod, a/k/a Adagio ( Adagio ) wastewater lift station system and related wastewater collection lines. a. Grant of Easement Developer to District b. Bill of Sale Developer to District c. Maintenance Agreement Sanitary Sewer System/Lift Station & Related Sewer Lines Items a., b., and c. were discussed in the main body of Item 3. Page 4

7 GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING FEBRUARY 17, Consider Conveyance of FP&L Company Site (Transmission Line Easement) to District Messrs. Kalin and Knight explained the purpose of the proposed conveyance. A location sketch of the FP&L Transmission Line Area was provided to the Board Members. The area of consideration (FP&L Easement Area) owned by Flordade LLC is part of the current stormwater management plan for the Grand Bay at Doral Community Development District ( District ). The Developer is requesting that the District take ownership of approximately /- acres, all of which will become an addition to the current Conservation Area owned and maintained by the District within the areas known as Grand Bay North and Grand Bay South. A discussion ensued after which: A motion was made by Ms. Monzon, seconded by Ms. Herrera and unanimously passed to approve and accept the conveyance of the FP&L Area Easement Land (located parallel to and east of 107 th Avenue, running from NW 90 th Street on the north to approximately NW 74 th Street on the south) owned by Flordade LLC; thereby expanding the Conservation/Preserve Area, subject to obtaining an opinion of title, preparation of a quit claim deed and other documents, as needed in order to complete the conveyance transaction; and authorizes District officials to execute documents, as required; and is subject to final review and approval of all required documents by District Counsel, the Chairperson and the District Manager. 5. Consider Resolution No Environmental Obligations of District Resolution No was presented, entitled: RESOLUTION NO A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE APPROPRIATE DISTRICT OFFICIALS TO UNDERTAKE CERTAIN ENVIRONMENTAL OBLIGATIONS IN CONNECTION WITH MAINTAINING THE CONSERVATION AREA LOCATED IN THE VICINITY OF NW 107TH AVENUE AND NW 88TH STREET, DORAL, FLORIDA, IDENTIFIED BY MIAMI-DADE COUNTY FOLIO NUMBERS ; -0011; -0014; -0015; -0047; , , AND ; AND PROVIDING AN EFFECTIVE DATE. Mr. Knight provided an explanation for the document and recommended that approval of the resolution be subject to the District taking title to the FP&L Easement Area Land described above in Item 4. Furthermore, the resolution outlines specific obligations associated with the Conservation Area Property, including but not limited to, complying with recorded Restrictive Covenant in Official Records Book 25994, Pages ; Class IV Wetland Permit, Permit No. CLIV , issued October 30, 2014; and adoption of and adherence to the updated Page 5

8 GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING FEBRUARY 17, 2016 Mitigation, Monitoring and Maintenance Plan dated February 2, Mr. Kalin provided the Board Members with copies of Exhibits A, B, C and D. A discussion ensued after which: A motion was made by Ms. Monzon, seconded by Ms. Herrera and unanimously passed to approve and adopt Resolution No , as presented, subject to the District taking title to the FP&L Easement Area Land. 6. Consider Resolution No Authorizing Boundary Amendment (Expansion) Mr. Kalin presented Resolution No entitled, RESOLUTION NO A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING, RATIFYING, AND CONFIRMING DISTRICT COUNSEL FILING A PETITION WITH MIAMI-DADE COUNTY, FLORIDA, TO EXPAND THE BOUNDARIES OF THE DISTRICT PURSUANT TO SECTION , FLORIDA STATUTES; AND PROVIDING FOR AN EFFECTIVE DATE. Mr. Knight explained the purpose for the document, outlining that the District boundaries would expand by approximately 6.93+/- acres. A discussion ensued after which: A motion was made by Ms. Monzon, seconded by Ms. Herrera and unanimously passed to approve and adopt Resolution No , as presented, thereby authorizing, ratifying and confirming District Counsel filing a petition with Miami-Dade County, Florida, to expand the boundaries of the District. 7. Consider Amended Engineer s Report (Grand Bay South) Juan Alvarez, District Engineer, provided copies of the Fifth Supplemental Grand Bay at Doral Community Development District Engineer s Report, dated February 17, 2016 ( Fifth Supplemental Report ) and summarized the Fifth Supplemental Report with emphasis on the composition of the South Assessment Area and the estimate of public improvement costs. Certain dates on the Schedule of Construction of the various Pods and unit count must be verified. A discussion ensued after which: A motion was made by Ms. Monzon, seconded by Ms. Herrera and unanimously passed to approve and adopt the Fifth Supplemental Grand Bay at Doral Community Development District Engineer s Report, dated February 17, 2016, as amended. 8. Consider 1 st Supplemental Special Assessment Methodology Report (Grand Bay South) Page 6

9 GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING FEBRUARY 17, 2016 Mr. Kalin distributed the latest version of the 1 st Supplemental Special Assessment Methodology Report, Special Assessment Bonds, Series 2016 (South Parcel Assessment Area) ( 1 st Supplemental Report ), dated February 17, 2016, and provided an overview of the 1 st Supplemental Report with emphasis on the assessable unit count, the developer contribution of infrastructure to Pod I and the assessment roll that will include the old school site containing approximately 5.45+/- acres. Discussions ensued after which: A motion was made by Ms. Monzon, seconded by Ms. Herrera and unanimously passed to approve and adopt the 1 st Supplemental Special Assessment Methodology Report, Special Assessment Bonds, Series 2016 (South Parcel Assessment Area), dated February 17, 2016, as revised. I. ADMINISTRATIVE & OPERATIONAL MATTERS 1. Consider Trustee Agreement/Fees Grand Bay South Series 2016 Bonds Mr. Kalin provided the proposed fee schedule from Regions Bank to serve as Trustee, Paying Agent and Registrar for the Grand Bay at Doral Community Development District Series 2016 Bonds. A discussion ensued after which: A motion was made by Ms. Monzon, seconded by Ms. Herrera and unanimously passed to approve and accept the Regions Bank fee schedule to serve as Trustee, Paying Agent and Registrar for the District s Series 2016 Bonds, as described in the Regions Bank Proposal dated January 14, Official District Records Address Change/Update: Effective February 1, 2016 Mr. Kalin announced, effective February 1, 2016, the official records of the District had moved from Suite 378 to Suite 374 within in the same building (Crexent Business Center, 6625 Miami Lakes Drive, Miami Lakes, Florida 33014). J. BOARD MEMBER & STAFF CLOSING COMMENTS To facilitate the issuance of the Series 2016 Bonds and for timing purposes to present a delegation resolution specific to the South Parcel Assessment Area, the District Manager recommended that a Special Board Meeting be held. A discussion ensued after which: A motion was made by Ms. Monzon, seconded by Ms. Herrera and unanimously passed to authorize the advertisement and public notice of a Special Board Meeting for the purpose of considering and approving documentation, including a delegation resolution, related to the proposed issuance of approximately $26,650,000 of Series 2016 Bonds; and any other District business that may lawfully and properly come before the Board, to be scheduled for February 26, 2016, at 10:00 a.m. in the Meeting Room located at Lennar Homes, LLC, 3rd Floor, Suite 300, 730 NW 107th Avenue, Miami, Florida K. ADJOURNMENT Page 7

10 GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING FEBRUARY 17, 2016 There being no further business to come before the Board, the Regular Board Meeting was adjourned at 11:10 a.m. on a motion made by Ms. Herrera, seconded by Ms. Monzon and passed unanimously. Secretary/Assistant Secretary Chairperson/Vice Chairperson Page 8

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15 RESOLUTION NO A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT (THE DISTRICT ) AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $31,000,000 GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT, SPECIAL ASSESSMENT BONDS, SERIES 2016 (SOUTH PARCEL ASSESSMENT AREA PROJECT) (THE 2016 BONDS ); TO FINANCE CERTAIN PUBLIC INFRASTRUCTURE BENEFITING THE SOUTH PARCEL ASSESSMENT AREA WITH A PORTION OF THE PROCEEDS OF THE 2016 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FIFTH SUPPLEMENTAL TRUST INDENTURE FOR THE 2016 BONDS; CONFIRMING THE APPOINTMENT OF A TRUSTEE FOR THE 2016 BONDS; DETERMINING THE NEED FOR A NEGOTIATED SALE OF THE 2016 BONDS AND PROVIDING FOR A DELEGATED AWARD OF SUCH 2016 BONDS; RATIFYING THE APPOINTMENT OF THE UNDERWRITER FOR THE SALE OF THE 2016 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT; APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM FOR THE 2016 BONDS; APPROVING THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM FOR THE 2016 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE AGREEMENT FOR THE 2016 BONDS; APPROVING THE APPLICATION OF BOND PROCEEDS OF THE 2016 BONDS; MAKING CERTAIN DECLARATIONS; PROVIDING FOR THE REGISTRATION OF THE 2016 BONDS PURSUANT TO THE DTC BOOK-ENTRY ONLY SYSTEM; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE 2016 BONDS; PROVIDING FOR A REPEALER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Grand Bay at Doral Community Development District (the District ) is a local unit of special-purpose government organized and existing in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the Act ), created by Ordinance No , duly enacted by the Board of County Commissioners of Miami-Dade County (the County Board ), Florida enacted on October 23, 2006 and by Section 1.01(A)(21) of the Miami-Dade County Home Rule Charter; and WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction; and WHEREAS, the boundaries of the District were expanded by the enactment by the County Board of Ordinance No on February 5, 2008; and Page 13

16 WHEREAS, the Board of Supervisors of the District (herein, the Board ) has previously adopted Resolution No on June 3, 2014 (the Initial Bond Resolution ), pursuant to which $65,000,000 in aggregate principal amount of Special Assessment Bonds were authorized to finance and refinance, from time to time, public infrastructure projects authorized under the Act, within designated assessment areas of the District (herein, Assessment Area One and Assessment Area Two ); and WHEREAS, any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Initial Bond Resolution; and WHEREAS, on October 7, 2014, the Board adopted Resolution No bifurcating Assessment Area One into the North Parcel Assessment Area and the South Parcel Assessment Area; and WHEREAS, the District has, pursuant to the Initial Bond Resolution, approved the forms of and authorized the execution and delivery of the Master Trust Indenture (the Master Indenture ) and a Supplemental Trust Indenture (the Supplemental Trust Indenture ), and each by and between the District and the Trustee (as herein defined); and WHEREAS, pursuant to the Master Indenture, the Initial Bond Resolution, as supplemented, and Third and Fourth Supplemental Trust Indentures, the District did issue its Special Assessment Improvement Bonds, Series 2014A-1 and Series 2014A-2 (collectively, the 2014A Bonds ) to finance and refinance certain public infrastructure within the North Parcel Assessment Area; and WHEREAS, subject to the following recital, the Board hereby determines to issue its Grand Bay at Doral Community Development District Special Assessment Bonds, Series 2016 (South Parcel Assessment Area Project) (the 2016 Bonds ) for the primary purpose of providing funds to finance all or a portion of the public infrastructure necessary to develop the South Parcel Assessment Area (the South Parcel Project ); and WHEREAS, there has been submitted to this meeting, with respect to the issuance and sale of the 2016 Bonds, and submitted to the Board forms of: (i) a Bond Purchase Contract with respect to the 2016 Bonds by and between FMSbonds, Inc. (the Underwriter ) and the District, together with the form of a disclosure statement attached to the Bond Purchase Contract pursuant to Section , Florida Statutes, substantially in the form attached hereto as Exhibit A (the Purchase Contract ); (ii) a Fifth Supplemental Trust Indenture by and between the District and the Trustee attached hereto as Exhibit B (the Fifth Supplemental Trust Indenture ); (iii) a draft copy of a Preliminary Limited Offering Memorandum with respect to the 2016 Bonds, substantially in the form attached hereto as Exhibit C (the Limited Offering Memorandum ); and 2 Page 14

17 (iv) a Continuing Disclosure Agreement for the 2016 Bonds, among the District, the dissemination agent named therein and the obligated parties named therein, substantially in the form attached hereto as Exhibit D (the Continuing Disclosure Agreement ). WHEREAS, in connection with the sale of the 2016 Bonds, it may be necessary that certain modifications be made to the Assessment Methodology Report and the Engineer s Report to conform such reports to the final terms of the 2016 Bonds; and WHEREAS, the proceeds of the 2016 Bonds shall also fund a debt service reserve account, provide for capitalized interest on the 2016 Bonds, if determined necessary at the time of sale, and pay the costs of issuance of the 2016 Bonds; and WHEREAS, the Board hereby determines it would be in the best interest of the District to continue to use the services of Regions Bank to serve as trustee, paying agent and registrar for the 2016 Bonds and to evidence such new appointment by amending and restating Resolution NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the Grand Bay at Doral Community Development District (the Board ), as follows: Section 1: Negotiated Sale. The District hereby finds that because of the complex nature of assessment bond financings and the volatile conditions prevailing in the market for special assessment bonds it is necessary and in the best interest of the District that the 2016 Bonds in the aggregate principal amount of not exceeding $31,000,000 be sold on a negotiated basis. The District hereby further finds that it will not be adversely affected if the 2016 Bonds are not sold pursuant to a competitive sale. Section 2: Purpose; Assessment Area Designation. Flordade LLC, as the master developer of the property within the South Parcel Assessment Area within the District and intends to develop such property in one phase. Based on such plans of development, the District hereby agrees to finance the acquisition and construction of certain public infrastructure benefiting the South Parcel Assessment Area in the District by issuing the 2016 Bonds to finance all or a portion of the South Parcel Assessment Area, all as more particularly described in the District s Consulting Engineer s Report prepared by Alvarez Engineers, Inc. Section 3: Sale of the 2016 Bonds. That except as otherwise provided in the last sentence of this Section 3, the proposal submitted by the Underwriter offering to purchase the 2016 Bonds at the purchase price for the 2016 Bonds established pursuant to the parameters set forth below and on the terms and conditions set forth in the Purchase Contract (attached hereto as Exhibit A), are hereby approved and adopted by the District in substantially the form presented. Subject to the last sentence of this Section 3, the Chairperson (or, in the absence of the Chairperson, any other member of the Board) is hereby authorized to execute and deliver on behalf of the District, and the Secretary of the District is hereby authorized (if so required) to affix the Seal of the District and attest to the execution of the Purchase Contract in substantially the form presented at this meeting. The disclosure statement of the Underwriter, as required by Section of the Florida Statutes, to be delivered to the District prior to the execution of 3 Page 15

18 the Purchase Contract, a copy of which is attached as an exhibit to the Purchase Contract, will be entered into the official records of the District. The Purchase Contract, in final form as determined by counsel to District, may be executed by the District without further action provided that (i) the 2016 Bonds mature not later than the statutory permitted period (not later than November 1, 2048; (ii) the principal amount of the 2016 Bonds does not exceed $31,000,000; (iii) the average coupon on the 2016 Bonds does not exceed 5.50%, provided in no case shall such interest rates exceed the statutory prescribed maximum rate determined pursuant to Section (3) Florida Statutes, as amended; (iv) if the 2016 Bonds are subject to optional redemption which determination will be made on or before the sale dates of the 2016 Bonds, the first optional call date shall be not later than November 1, 2029 and the redemption price shall be equal to the principal amount of Bonds redeemed; and (v) a purchase price of 97.5% of the principal amount of the 2016 Bonds of each Series (exclusive of any original issuance discount). Section 4: Authorization of Execution and Delivery of the Fifth Supplemental Trust Indenture. The District does hereby authorize and approve the execution by the Chairperson, the Vice Chairperson (or, in the absence of the Chairperson, or any other member of the Board) and the Secretary and the delivery of the Master Indenture and Fifth Supplemental Trust Indenture (herein, collectively the 2016 Indenture ) for the 2016 Bonds between the District and the Trustee. The 2016 Indenture shall provide for the security of 2016 Bonds and express the contract between the District and the owners of the 2016 Bonds. The Master Indenture shall be the document executed at the time the 2014A Bonds were issued. The Fifth Supplemental Trust Indenture shall be substantially in the form attached hereto as Exhibit B and is hereby approved, with such changes therein as are necessary or desirable to reflect the terms of the sale of the 2016 Bonds as shall be approved by the Chairperson (or, in the absence of the Chairperson, the Vice Chairperson, or any other member of the Board) executing the same, with such execution to constitute conclusive evidence of such officer s approval and the District s approval of any changes therein from the form of the Fifth Supplemental Trust Indenture attached hereto as Exhibit B. Section 5: The Limited Offering Memorandum. That the Limited Offering Memorandum for the 2016 Bonds, in the form of the Preliminary Limited Offering Memorandum for the 2016 Bonds (as herein defined and subject to the other conditions set forth herein) attached hereto as Exhibit C, with such changes as are necessary to conform to the details of the 2016 Bonds and the requirements of the Purchase Contract, are hereby approved. The District hereby authorizes the execution of the Limited Offering Memorandum for the 2016 Bonds and the District hereby authorizes the Limited Offering Memorandum for the 2016 Bonds, when in final form, and the information contained therein, to be used in connection with the limited offering and sale of the 2016 Bonds. The District hereby authorizes and consents to the use by the Underwriter of a Preliminary Limited Offering Memorandum for the 2016 Bonds substantially in the form attached hereto as Exhibit C, in connection with the limited offering of the 2016 Bonds (a Preliminary Limited Offering Memorandum ). The final form of the Preliminary Limited Offering Memorandum shall be determined by the Underwriter and the professional staff of the District. The Limited Offering Memorandum may be modified in a manner not inconsistent with the substance thereof and the terms of the 2016 Bonds as shall be deemed advisable by the Bond Counsel and counsel to the District. The Chairperson (or, in the absence of the Chairperson, any other member of the Board) is hereby further authorized to execute and deliver on behalf of the District, the Limited Offering Memorandum and any 4 Page 16

19 amendment or supplement thereto, with such changes, modifications and deletions as the member of the Board executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the District, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the District. The District hereby authorizes the Chairperson (or, in the absence of the Chairperson, any other member of the Board) to deem final the Preliminary Limited Offering Memorandum except for permitted omissions all within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 and to execute a certificate in that regard. Section 6: Details of the 2016 Bonds. That the proceeds of the 2016 Bonds shall be applied in accordance with the provisions of the 2016 Indenture. The 2016 Bonds shall mature in the years and in the amounts, bear interest at such rates and be subject to redemption, all as provided in the 2016 Indenture. The execution of the 2016 Indenture shall constitute approval of such terms as set forth in this Section 6. The maximum aggregate principal amount of the 2016 Bonds authorized to be issued pursuant to this Resolution and the Fifth Supplemental Trust Indenture, shall not exceed $31,000,000 with respect to the 2016 Bonds. Section 7: Continuing Disclosure. The Board does hereby authorize and approve the execution and delivery of a Continuing Disclosure Agreement for the 2016 Bonds by the Chairperson (or, in the absence of the Chairperson, any other member of the Board) substantially in the form presented to this meeting and attached hereto as Exhibit D. The Continuing Disclosure Agreement is being executed by the District and the other parties thereto in order to assist the Underwriter in the marketing of the 2016 Bonds and compliance with Rule 15c2-12 of the Securities and Exchange Commission. Special District Services, Inc. is hereby appointed the initial dissemination agent. Section 8: Trustee. Regions Bank s prior appointment as Trustee under the Master Indenture is ratified and Regions Bank is hereby appointed trustee, paying agent and registrar for the 2016 Bonds under the Fifth Supplemental Trust Indenture (herein collectively, the Trustee ). Section 9: Authorization and Ratification of Prior Acts. All actions previously taken by or on behalf of District in connection with the issuance of the 2016 Bonds are hereby authorized, ratified and confirmed. Section 10: Appointment of Underwriter. The Board hereby formally appoints FMSbonds, Inc. as the Underwriter for the 2016 Bonds. Section 11: Book-Entry Only Registration System. The registration of the 2016 Bonds shall initially be by the book-entry only system established with DTC. Section 12: Assessment Methodology Report. The Board hereby authorizes any modifications to the Assessment Methodology prepared by Special District Services, Inc. in connection with the 2016 Bonds if such modifications are determined to be necessary in connection with the issuance of the 2016 Bonds. Section 13: Engineer s Report. The Board hereby authorizes any modifications to the Engineer s Report prepared by Alvarez Engineers, Inc. in connection with the 2016 Bonds if 5 Page 17

20 such modifications are determined to be necessary in connection with the issuance of the 2016 Bonds. Section 14: Further Official Action. The Chairperson, the Secretary and each member of the Board and any other proper official or member of the professional staff of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairperson or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District herein authorized. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. Section 15: Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision. Section 16: Inconsistent Proceedings. All resolutions or proceedings, or parts thereof, in conflict with the provisions hereof are to the extent of such conflict hereby repealed or amended to the extent of such inconsistency. PASSED in public session of the Board of Supervisors of the Grand Bay at Doral Community Development District, this 26 th day of February, ATTEST: By: Name: Neil Kalin Title: Secretary, Board of Supervisors GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT By: Name: Maria C. Herrera Title: Chairperson, Board of Supervisors 6 Page 18

21 EXHIBIT A FORM OF BOND PURCHASE CONTRACT A-1 Page 19

22 EXHIBIT B FORM OF FIFTH SUPPLEMENTAL TRUST INDENTURE B-1 Page 20

23 EXHIBIT C DRAFT COPY OF THE PRELIMINARY LIMITED OFFERING MEMORANDUM C-1 Page 21

24 EXHIBIT D FORM OF CONTINUING DISCLOSURE AGREEMENT WPB/ v6/ D-1 Page 22

25 RESOLUTION NO A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THE IMPROVEMENTS TO BE CONSTRUCTED, A PORTION OF WHICH COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE APPORTIONED; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING CERTAIN PROPERTY IN THE DISTRICT UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; AUTHORIZING THE PREPARATION OF A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR A PUBLIC HEARING TO CONSIDER THE ADVISABILITY AND PROPRIETY OF THE SPECIAL ASSESSMENTS AND THE RELATED IMPROVEMENTS; PROVIDING FOR NOTICE OF SAID PUBLIC HEARING; PROVIDING FOR PUBLICATION OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Board of Supervisors ( Board ) of the Grand Bay at Doral Community Development District ( District ) hereby determines to construct and/or acquire certain public improvements ( Improvements ) described in the District s Fifth Supplemental Engineer s Report dated February 17, 2016 as amended and as may be further revised from time to time, prepared by Alvarez Engineers, Inc. (the Engineer s Report ), and in the plans and specifications available for review at the offices of Special District Services, Inc., located at 6625 Miami Lakes Drive, Suite 374, Miami Lakes, Florida or 2501A Burns Road, Palm Beach Gardens, Florida (the District Offices ); WHEREAS, the District is empowered by Chapters 170, 190 and 197, Florida Statutes, to refinance, finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain the Improvements and to impose, levy, and collect the special assessments (as defined below); WHEREAS, the Board finds that it is in the best interest of the District to pay all or a portion of the cost of the Improvements for the Property (as defined below) by imposing, levying, and collecting special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes ( Assessments ), against the assessable lands in the Property within the District; WHEREAS, the District hereby determines, based on the findings in the Engineer s Report, that benefits will accrue to the property improved, the amount of those benefits, and that the Assessments will be made in proportion to the benefits received as set forth in the District s 1 st Supplemental Special Assessment Methodology Report dated February 17, 2016 as revised and as may be further revised from time to time, prepared by Special District Services, Inc. (the 1 st Supplemental Report ), a copy of which is available for review in the District Offices, for the assessable lands in the Property within the District; Page 1 of 3 Page 23

26 WHEREAS, the District hereby determines that the Assessments to be levied will not exceed the benefits to the Property so improved; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT, THAT: Section 1. Board. The above recitals are hereby incorporated and adopted as the findings of fact of the Section 2. The Assessments shall be levied to defray a portion of the costs of the Improvements. Section 3. The nature of the Improvements generally consists of, but not necessarily limited to, offsite and onsite roadway improvements including the payment by the District of road impact fees, stormwater management system, water distribution system including the payment by the District of related connection charges, sanitary sewer system including the payment by the District of related connection charges and other related improvements, all as described more particularly in the Engineer s Report and the plans and specifications available for review in the District Offices. Section 4. The general locations of the Improvements are within a parcel of land in the District consisting of approximately 5.45+/- acres lying in the South Parcel Assessment Area within the District located in the City of Doral, Miami-Dade County, Florida, bounded by N.W. 82 nd Street on the north, Florida Power & Light Company Easement on the west, N.W. 78 th Street on the south and N.W. 104 th Avenue on the east, as more particularly depicted on Exhibit A attached hereto (the Property ). Section 5. The estimated cost of the Improvements for the Property within the South Parcel Assessment Area is approximately $1,313, (hereinafter referred to as the Estimated Cost ) based on the Engineer s Report and 1 st Supplemental Report. Section 6. The Assessments will defray approximately $1,200,000.00, which includes all or a portion of the Estimated Cost, plus financing related costs and a debt service reserve. Section 7. The manner in which the Assessments shall be apportioned and paid is contained within the 1 st Supplemental Report. Initially, the Assessments will be levied on a per acre basis since the Improvements increase the value of all the lands in the District. On and after the date the benefited lands in the Property within the District are specifically platted, the Assessments will be levied on a per unit/lot basis. Until such time all benefitted lands in the Property within the District are specifically platted, the manner by which the Assessments will be imposed shall be a combination of a per acre basis and a per unit basis all in accordance with the 1 st Supplemental Report. Section 8. The Assessments shall be levied on all lots and lands, within the Property which are adjoining and contiguous or bounding and abutting upon the Improvements or specially benefited thereby and further designated on the assessment plat and/or assessment roll referenced in the 1 st Supplemental Report. Section 9. There is on file in the District Offices an assessment plat showing the area to be assessed, with the plans and specifications describing the proposed Improvements and the Estimated Cost, all of which shall be open to inspection by the public. Page 2 of 3 Page 24

27 Section 10. The District Manager is hereby authorized and directed to cause to be made a preliminary assessment roll for the Property, as promptly as possible, which shall show the lots and lands to be assessed, the amount of benefit to and the Assessment against each lot or parcel of land in the Property and the number of annual installments into which the Assessment is divided. Section 11. Commencing with the year in which the District incurs obligations for the payment of a portion of the Estimated Cost of the Improvements which are acquired and/or constructed by the District, the Assessments shall be paid in not more than thirty (30) annual installments payable at the same time and in the same manner as are ad valorem taxes and as prescribed by Chapter 197, Florida Statutes; provided, however, that in the event the non-ad valorem assessment method of collecting the Assessments is not available to the District in any year, or the District determines not to utilize the uniform method of collection described in Chapter 197, Florida Statutes, the Assessments may be collected in such manner as is otherwise permitted by law. Section 12. Upon completion of the preliminary assessment roll for the Property, the Board shall adopt a subsequent resolution to fix a time and place at which the owners of property to be assessed or any other persons interested therein may appear before the Board and be heard as to the propriety and advisability of the Assessments or the making of the Improvements, the cost thereof, the manner of payment therefor, or the amount thereof to be assessed against each property as improved. Section 13. Pursuant to Section , Florida Statutes, the District Manager is hereby directed to cause this resolution to be published twice in a newspaper of general circulation within Miami-Dade County. Section 14. In the event this Resolution conflicts with any other Resolution of the District, this Resolution shall govern and the conflicting Resolution shall be repealed to the extent of such conflict. PASSED, ADOPTED and BECOMES EFFECTIVE this 26 th day of February, ATTEST: GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT By: Secretary/Assistant Secretary By: Chairperson/Vice Chairperson Attachments: Exhibit A Page 3 of 3 Page 25

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29 RESOLUTION NO A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT SETTING A PUBLIC HEARING TO BE HELD ON, 2016 AT 10:00 AM TO BE HELD IN THE CONFERENCE ROOM LOCATED AT 730 N.W. 107 TH AVENUE, THIRD FLOOR, SUITE 300, MIAMI, FLORIDA 33172, FOR THE PURPOSE OF HEARING PUBLIC COMMENT ON THE LEVY OF NON-AD VALOREM SPECIAL ASSESSMENTS ON CERTAIN PROPERTY KNOWN AS THE PROPERTY IN THE SOUTH PARCEL ASSESSMENT AREA WITHIN THE BOUNDARIES OF THE DISTRICT; PURSUANT TO CHAPTERS 170, 190, AND 197, FLORIDA STATUTES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Board of Supervisors ( Board ) of the Grand Bay at Doral Community Development District ( District ) has adopted Resolution No (the Initial Assessment Resolution ), for implementing the limits, definitions, purpose, intent, location, nature and estimated cost of certain proposed infrastructure improvements to be partially defrayed by certain non-ad valorem special assessments on certain benefited lands within the boundaries of the District described as the Property ; and WHEREAS, the Initial Assessment Resolution provides for the estimated cost of the proposed infrastructure improvements to be defrayed by the non-ad valorem special assessments and provides further for the manner in which such assessments shall be levied, when the levy shall occur, and setting forth and designating the lands upon which the assessment shall be levied, providing for an assessment plat, the preparation of a preliminary assessment roll, and related matters; and WHEREAS, the Initial Assessment Resolution further provides for notice and conduct of a public hearing to consider the advisability and propriety of the non-ad valorem special assessments and the related infrastructure improvements; and WHEREAS, pursuant to the Initial Assessment Resolution a preliminary assessment roll has been prepared and all of the conditions precedent (as set forth in applicable provisions of Florida Statutes, Chapters 170, 190 and 197, pertaining to the notice and conduct of the aforementioned Public Hearing) have been satisfied and all related documents are available for public inspection in the offices of Special District Services, Inc., 6625 Miami Lakes Drive, Suite 374, Miami Lakes, Florida (the District Offices ). NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT, THAT: Section 1. fact of the Board. The above recitals are hereby incorporated and adopted as the findings of Section 2. There is hereby declared to be a public hearing to be held on, 2016 at 10:00 a.m. in the Conference Room located at 730 N.W. 107 th Avenue, Third Floor, Suite 300, Miami, Florida 33172, for the purpose of hearing questions, comments and objections to the proposed non-ad valorem special assessments and the related infrastructure improvements as described in the preliminary assessment roll and in plans and Page 1 of 3 Page 27

30 specifications, copies of which are available for public inspection in the District Offices. Affected persons may either appear at the hearing or submit their written comments prior to the meeting to the District Offices. Section 3. Notice (substantially in the form attached hereto as Exhibit A ) of said hearing shall be advertised in accordance with Chapters 170, 190, and 197 Florida Statutes, and the District Manager is hereby authorized and directed to place said notice in a newspaper of general circulation within Miami-Dade County (by two publications one week apart with the last publication at least one week prior to the date of the hearing established herein). The District Manager shall file a publisher s affidavit with the District Secretary verifying such publication of notice. The District Manager is further authorized and directed to give thirty (30) days written notice by mail of the time and place of this hearing to the owners of all lands to be assessed in the Property and include in such notice the amount of the assessment for each such property owner, a description of the areas to be improved and notice that information concerning all assessments. PASSED, ADOPTED and BECOMES EFFECTIVE this 26 th day of February, ATTEST: GRAND BAY AT DORAL COMMUNITY DEVELOPMENT DISTRICT By: Secretary/Assistant Secretary By: Chairperson/Vice Chairperson Page 2 of 3 Page 28

31 EXHIBIT A NOTICE OF HEARING TO LEVY AND PROVIDE FOR THE COLLECTION AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS Notice is hereby given that the Board of Supervisors (the Board ) of the Grand Bay at Doral Community Development District (the District ), located in the City of Doral in Miami-Dade County, Florida, will conduct a Public Hearing to consider adoption of an assessment roll and the imposition of special assessments against certain properties within the boundaries of the District. The general location of the area where proposed public infrastructure improvements to be improved and assessed is within a parcel of land described as the Property consisting of 5.45+/- acres located in the South Parcel Assessment Area within the District and such parcel s boundaries are as follows: bounded by N.W. 82 nd Street on the north, Florida Power & Light Company Easement on the west, N.W. 78 th Street on the south and N.W. 104 th Avenue on the east, more particularly depicted on Exhibit A-1 attached hereto, (the Property ). The purpose of the special assessments is to fund the cost of certain infrastructure improvements to certain properties within the area described above. The nature of the proposed improvements generally consists of, but are not necessarily limited to, onsite and offsite roadway improvements including the payment by the District of road impact fees, stormwater management system, water distribution system including the payment by the District of connection charges relating thereto, sanitary sewer system including the payment by the District of connection charges relating thereto and other related improvements, all as described more particularly in the Fifth Supplement to the Grand Bay at Doral Community Development District Engineer s Report dated and accepted February 17, 2016 as amended and as may be further revised, prepared by Alvarez Engineers, Inc. (the Engineer s Report ), and the plans and specifications on file in the offices of Special District Services, Inc., 6625 Miami Lakes Drive, Suite 374, Miami Lakes, Florida (the District Offices ). A description of each piece or parcel of land to be assessed and the amount to be assessed to each piece or parcel of assessable property is set forth in the 1 st Supplemental Special Assessment Methodology Report (South Parcel Assessment Area), dated and accepted February 17, 2016 as revised; and as may be further revised, prepared by Special District Services, Inc., on file in the District Offices. A Public Hearing to receive comments from affected property owners as to the propriety and advisability of making such improvements, as to the cost thereof, as to the manner of payment thereof; and as to the amount thereof to be assessed against each parcel will be held on, 2016 at 10:00 a.m. in the Conference Room located at 730 N.W. 107 th Avenue, Third Floor, Suite 300, Miami, Florida All affected property owners have a right to appear at the Public Hearing and the right to file written objections with the District within twenty (20) days of the publication of this Notice. If any person decides to appeal any decision made with respect to any matter considered at this Public Hearing, such persons will need a record of the proceedings and for such purpose said person may need to ensure that a verbatim record of the proceeding is made at their own expense and which record includes the testimony and evidence on which the appeal is based. In accordance with the Americans with Disabilities Act, this document may be requested in an alternative format. Auxiliary aids or services will also be provided upon request with at least five (5) days notice prior to the proceeding. Please contact the District Manager at and/or for assistance. If hearing impaired, telephone the Florida Relay Service (800) (TDD) for assistance. Page 3 of 3 Page 29

32 Exhibit A-1 Depiction of "Property" (5.45 acres) lying in the South Parcel Assessment Area within the Grand Bay at Doral Community Development District Page 30