Midtown Orlando Community Development District (CDD) August 19, 2008

1. BCC Public Hearing Midtown Orlando Community Development District (CDD) August 19, 2008

2. Presentation Outline • Introduction • Statutory Framework • Project Background • Petitioner Presentation • Review Process • Action Requested

3. Presentation Outline • Introduction • Statutory Framework • Project Background • Petitioner Presentation • Review Process • Action Requested

4. Introduction • Chapter 190 Florida Statutes • Infrastructure Funding Tool • Not Land Use / Permitting • Capital Improvements Element Policy 1.4.9

5. Introduction • Florida CDD’s - 576 • Orange County CDD’s – 16 • Unincorporated - 3 • Falcon Trace • Bonnet Creek • Palazzo Del Lago

6. Presentation Outline • Introduction • Statutory Framework • Project Background • Review Process • Petitioner Presentation • Action Requested

7. Statutory Framework Creation Requirements • Consent of 100% of landowners • Petition Must: • Designate board of supervisors • List proposed services and improvements • Provide timetable/estimated costs • Designate public and private uses of land • Public Hearing • Adoption of Ordinance

8. Statutory Framework Creation Requirements • Factors BCC may consider: • Accuracy of Petition • Consistency with Comprehensive Plan • Developable as one functional community • Best alternative available for delivering services and infrastructure to area • Services and infrastructure compatible with existing services and infrastructure • Amenable to CDD government

9. Statutory Framework Creation Requirements • Ordinance may not expand, modify, or delete Uniform CDD Charter provisions • May consent to certain optional powers

10. Statutory Framework Governance • Board of Supervisors • 5 members • Meetings subject to Sunshine Law

11. Statutory Framework General Powers • Uniform Powers under FS 190.011 • No zoning or permitting power • Special Assessments for • Services • Capital Improvements • User Fees • Issue Bonds • Finance and Construct Infrastructure

12. Statutory Framework Special Powers • Finance, construct & operate: • Water and Wastewater • Roads, landscaping, underground electric utilities • Transit, Parking, and Signage • Environmental Clean-Up, Conservation Areas • Other projects

13. Statutory Framework Special Powers • Requiring Consent of County: • Parks and Recreational facilities • Fire prevention/control facilities • School Buildings • Security – but no police power • Mosquito Control • Waste Collection and Disposal

14. Statutory Framework Special Powers Requested • Requiring Consent of County: • Parks and Recreational facilities • Fire prevention/control facilities • School Buildings • Security – but no police power • Mosquito Control • Waste Collection and Disposal

15. Presentation Outline • Introduction • Statutory Framework • Project Background • Petitioner Presentation • Review Process • Action Requested

16. Project Background • Ruby Lake PD • Approved for: • 3,600 Residential/Resort Villas • 900 Hotel Rooms • 480,000 sf Tourist Commercial • 72,000 sf Office • Equivalency Matrix • Nonresidential Development • 171.4 acres • I-Drive Activity Center

17. Project Background

18. Project Background • Infrastructure Improvements • Roadway and Lighting • Stormwater Improvements • Potable Water • Reclaimed Water • Sanitary Sewer • Chilled Water • Fire Protection System • Off-Site Improvements

19. Project Background • Wildwood Interchange at I-4 • Potential Offsite Improvement • To be included in bond validation • Anticipated Partnership with other Landowners • Potential to include other partners • expansion • additional CDD

20. Presentation Outline • Introduction • Statutory Framework • Project Background • Petitioner Presentation • Review Process • Action Requested

21. Buena Vista Corporation

22. August 19, 2008Community Development DistrictPresentation toBoard of County CommissionersOrange County, Florida Guy Haggard, Esq. Gray-Robinson Counsel BVC/Buena Vista Corporation

23. County Staff Review • Dr. Hank Fishkind, Mr. Doug Sealy, Mr. Dale Fitch and Mr. Lance Bennett have provided pre-filed sworn testimony included in the document packages provided to each of you and placed in the record of proceedings for today’s hearing • Notice of Public Hearing • County Staff has reviewed all documents and has recommended the establishment of the District and the approval of the related Interlocal Agreement and Agreement with Petitioner for the CDD.

24. Development Concept Presented by Chuck Bell Artist Rendering

25. Retail Village (Phase 1)

26. Retail Village (Phase 2)

27. Night-time Spectacular Around the Lake

28. Luxury Resort Hotel Towers

29. Five Star Luxury Hotel Artist Rendering

30. Connector Road Palm Parkway Apopka Vineland Road Future Connector Road Interstate 4 Midtown

31. Proposed I-4 Interchange at “Wildwood Road” Future Connector Road Palm Parkway Interstate4 Future WildwoodRoad

32. Financial Analysis / Dr. Hank Fishkind Artist Rendering

33. Employment of 2,877 during project construction period • Creation of 1,366 permanent jobs • On-going annual salaries of more than $36 million • Generation of more than $5.8 million in annual property taxes Economic Impact of the Project

34. Estimated cost for onsite infrastructure $80 M CDD to issue $100 M bonds to fund improvements Validate $200 M bonds to provide for: Onsite infrastructure requirements Allowance for future inflation Reserve unused capacity for possible future interchange Agreed to limit bond debt Value to lien ratio not to exceed 3-to-1 industry norm Carefully considered concerns of Comptroller CDD Project Financing

35. Request for Approval We respectfully request that the County do the following: 1) Grant the Petition for Establishment and adopt an Ordinance pursuant to the Act, establishing the Midtown Orlando Community Development District • Consent to the District's exercise of its statutory powers requested in the Petition, as those powers are set forth in the Act • Authorize execution of the Petitioner’s Agreement for CDD and Interlocal Agreement

36. On Behalf of BVC and its District Team, Thank You! Artist Rendering

37. Presentation Outline • Introduction • Statutory Framework • Project Background • Petitioner Presentation • Review Process • Action Requested

38. Review Process • Staff Review • Growth Management • County Attorney’s Office • Fiscal and Business Services • Public Works • Utilities • Comptroller’s Office

39. Review Process • Interlocal Agreement Revisions Section 4: • Total validated debt increased from $150K to $200K • Clarified that long-term debt is any debt debt obligation with final maturity “in excess of” seven (7) years • New paragraph to address concern regarding compliance with industry standard value-to-lien ratio (3:1)

40. Review Process Interlocal Agreement Page 2 Section 4. Exercise of Powers Bonded Indebtedness. …..The Parties acknowledge and agree that the long-term debt of the District shall not exceed the total validated debt of $150 200,000,000….

41. Review Process Interlocal Agreement Page 3 Section 4. Exercise of Powers Bonded Indebtedness. …..For the purposes of this section, long-term debt of the District shall mean any debt obligation issued by the District with a final maturity not less than in excess of seven (7) years….

42. Review Process Interlocal Agreement Page 3, Section 4.A (new paragraph): Furthermore, the District will submit a report to the County, prior to issuing any long-term bonds, documenting its compliance with the current “industry standard” value-to-lien ratio of three-to-one. “Value” shall be measured on an as-improved basis (assuming that infrastructure is installed). “Lien” shall be measured as total District long-term bond debt outstanding at the time of the issuance of such bonds. The District will not issue bonds that do not comply with the three-to-one ratio without the prior consent of the County.

43. Review Process Interlocal Agreement Page 3, Section 4.A (new paragraph): Furthermore, the District will submit a report to the County, prior to issuing any long-term bonds, documenting its compliance with the current “industry standard” value-to-lien ratio of three-to-one. “Value” shall be measured on an as-improved basis (assuming that infrastructure is installed). “Lien” shall be measured as total District long-term bond debt outstanding at the time of the issuance of such bonds. The District will not issue bonds that do not comply with the three-to-one ratio without the prior consent of the County.

44. Presentation Outline • Introduction • Statutory Framework • Project Background • Petitioner Presentation • Review Process • Action Requested

45. Action Requested • Ordinance • Agreement with Petitioner • Interlocal Agreement

46. Action Requested Ordinance • Grants Petition for CDD • CDD Name and Boundary • General and Special Powers • Designates Board of Supervisors • Adoption of Interlocal Agreement within 90 days • Bond validation within 3 years • Bond issuance within 7 years

47. Action Requested Agreement with Petitioner • Requires Petitioner to request CDD Approval and Execution of Interlocal Agreement within 90 days • If Interlocal Agreement not executed within 90 days, Petitioner waives right to object to repeal of ordinance

48. Action Requested Interlocal Agreement • Limits validated debt to $200K • 3:1 value-to-lien ratio for bond issues • Bond maturity not to exceed 33 years • CDD waives right to impose taxes or assessments on residential property • Public Roads and Utilities • BCC Approval for any Enhanced Law Enforcement

49. Action Requested Approval of ordinance to create the Midtown Orlando CDD pursuant to Chapter 190, Florida Statutes. Approval of Agreement with Petitioner for Community Development District between Buena Vista Corporation and Orange County. Approval of Interlocal Agreement between Orange County and Midtown Orlando CDD (including revised language).

50. BCC Public Hearing Midtown Orlando Community Development District (CDD) August 19, 2008