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    NEW ISSUENOT RAT

    EDBOOK-ENTRY ONLY

    LIMITED OFFERING

    In the opinion of Bond Counsel, assuming continuing compliance with certain tax covenants, interest on the Series 2008A Bonds (as defined below) isexcluded from gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions. Interest on the Series 2008A Bondsis not a specific preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. See "TAX MATTERS" herein for adescription of certain other federal tax consequences of ownership of the Series2008A Bonds. Bond Counsel is further of the opinion that the Series 2008A Bondsand interest thereon are not subject to taxation under the laws of the State ofFlorida except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes,on interest, income or profits on debt obligations owned by corporations as defined in Chapter 220. For a more complete discussion of certain tax aspects relatingto the Series 2008A Bonds see "TAX MATTERS" herein.

    BEELINE COMMUNITY DEVELOPMENT DISTRICT

    (Palm Beach County, Florida)$10,

    115,000Special Assessment Bonds,

    Series 2008A

    Dated: March 1, 2008Due: May 1

    , 2037

    The Beeline Community Development District Special Assessment Bonds, Series 2008A (the "Series 2008A Bonds") are being issued by the Beeline

    Community Development District (the "Issuer") only in fully registered form, without coupons. The Series 2008A Bonds will be issued in fully registered book-entry only form in denominations of $5,000 or integral multiples thereof; provided, however, that the Series 2008A Bonds will be deliverable to the initialpurchasers only in minimum denominations of $100,000 or integral multiples of $5,000 in excess of $100,000.

    The Series 2008A Bonds will bear interest at the fixed rate set forth below calculated on the basis of a 360-day year comprised of twelve thirty-day months.Interest on the Series 2008A Bonds is payable on May 1 and November 1 of each year, commencing on November 1, 2008, until maturity or prior redemption.The Series 2008A Bonds, when issued, will be registered in the name of Cede & Co

    ., as nominee for The Depository Trust Company ("DTC"), New York, NewYork. Purchases of beneficial interests in the Series 2008A Bonds will be made in book-entry only form. Accordingly, principal of and interest on the Series2008A Bonds will be paid from the sources provided below by Regions Bank, a banking corporation organized under the laws of the State of Alabama andauthorized to transact business in the State of Florida and having a designatedcorporate trust office in Jacksonville, Florida, as trustee (the "Trustee"), directlyto DTC as the registered owner thereof. Disbursement of such payments to the DTC's Participants is the responsibility of DTC and disbursement of such

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    payments to the beneficial owners is the responsibility of DTC's Direct Participants and the Indirect Participants, as more fully described herein. Any purchaseras a beneficial owner of a Series 2008A Bond must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment ofthe principal of and interest on such Series 2008A Bonds. See "DESCRIPTION OF THE SERIES 2008A BONDS Book-Entry Only System" herein.

    Proceeds of the Series 2008A Bonds will be used to provide funds: (i) to prepay the $1,500,000 aggregate principal amount of Beeline CommunityDevelopment District Special Assessment Notes, Series 2007 (the "Notes") but only to the extent that the unspent proceeds of the Notes are insufficient to makesuch prepayment; (ii) to finance all or a portion of the Series 2008A Project; (iii) for the funding of the Series 2008A Debt Service Reserve Account; and (iv)forthe payment of the costs of issuance of the Series 2008A Bonds. The Series 2008AProject includes, without limitation, the transfer of the provision for waterand wastewater services for lands within the District from the District to PalmBeach County (the "County"), the decommissioning of the District's existingwater and wastewater facilities and certain improvements to the District's fireprotection and water management facilities. See "BENEFITED PARCELS TheDistrict Infrastructure Plan and the Utility Agreement" and "THE SERIES 2008A PROJECT" herein.

    The Series 2008A Bonds are being issued by the Issuer, a local unit of special-purpose government of the State of Florida, created and established inaccordance with the Uniform Community Development District Act of 1980, Chapter190, Florida Statutes, as amended (the "Act"), by an ordinance of the Boardof County Commissioners of Palm Beach County, Florida effective on July 31, 2002. The Series 2008A Bonds are being issued pursuant to the Act and a MasterTrust Indenture (the "Master Indenture"), dated as of March 1, 2007, by and between the Issuer and the Trustee, as supplemented by a Second SupplementalTrust Indenture (the "Second Supplemental Indenture" and together with the Master Indenture, the "Indenture"), dated as of March 1, 2008 and to be enteredinto by and between the Issuer and the Trustee. Capitalized terms not otherwisedefined herein shall have the meanings assigned to them in the Indenture.

    The Series 2008A Bonds are payable from and secured by the Series 2008A Pledged Revenues (herein defined), which consist primarily of the revenuesderived by the Issuer from the levy and collection of Series 2008A Special Assessments (herein defined) against certain lands governed by the Issuer that aresubject to assessment as a result of the Series 2008A Project or any portion thereof.

    The Series 2008A Bonds are subject to optional, mandatory sinking fund andextraordinary mandatory redemption prior to maturity. See "DESCRIPTIONOF THE SERIES 2008A BONDS Redemption Provisions."

    THE SERIES 2008A BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM SERIES 2008A PLEDGED REVENUES

    PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OFTHE ISSUER, PALM BEACH COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED ASSECURITY FOR THE PAYMENT OF THE SERIES 2008A BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVYAND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED FOR COLLECTION, SERIES 2008A SPECIAL ASSESSMENTS TO SECURE ANDPAY THE SERIES 2008A BONDS. THE SERIES 2008A BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, PALM BEACH COUNTY,

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    FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHINTHE MEANING OF ANY CONSTITUTIONALOR STATUTORY PROVISION OR LIMITATION.

    The initial offering of the Series 2008A Bonds is limited under Florida law to accredited investors within the meaning of the rules of the Florida Departmentof Financial Services. This limitation of the initial offering to accredited investors does not denote restrictions on transfer in any secondary market for theSeries 2008A Bonds. POTENTIAL INVESTORS ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS OF AN INVESTMENT INTHE SERIES 2008A BONDS. SEE "BONDHOLDERS RISKS" and "SUITABILITY FOR INVESTMENT"HEREIN.

    MATURITY SCHEDULE

    $10,115,000 7.00% Term Bond Due May 1, 2037 Price 100.00% CUSIP# 077083AA1*

    (accrued interest fromMarch 1, 2008 to be added)

    This cover page contains certain information for quick reference only. Itis not a summary of the Series 2008A Bonds. Investors must read this entire

    Limited Offering Memorandum to obtain information essential to the making of aninformed investment decision.

    The Series 2008A Bonds are offered for delivery when, as and if issued bythe Issuer and accepted by the below named Underwriter, subject to prior sale,withdrawal or modification of the offer with notice and the receipt of the opinion of Greenberg Traurig, P.A., West Palm Beach, Florida, Bond Counsel, as to thevalidity of the Series 2008A Bonds. Certain legal matters will be passed upon for the Underwriter by its counsel, GrayRobinson, P.A., Tampa, Florida. Billing,Cochran, Heath, Lyles & Mauro, P.A., Fort Lauderdale, Florida is serving as Counsel to the Issuer. Greenberg Traurig, P.A. also provides legal services to thePratt & Whitney division of United Technologies Corporation and serves as special utility counsel to the Issuer. Spectrum Municipal Services, Inc. is serving

    as Financial Advisor to the District. It is expected that the Series 2008A Bondswill be delivered in book-entry form through the facilities of DTC, New York,New York on or about March 20, 2008.

    PRAGER, SEALY & CO., LLC

    Dated: February 28, 2008

    * The Issuer 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.

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    pes, intentions, orstrategies regarding the future. Readers should not place undue reliance on forward-lookingstatements. All forward-looking statements included herein are based on information available onthe date hereof, and the Issuer assumes no obligation to update any such forward-looking statements.Such forward-looking statements are necessarily based on various assumptions andestimates andare inherently subject to various risks and uncertainties, including risks and uncertainties relating tothe possible invalidity of the underlying assumptions and estimates and possiblechanges ordevelopments in social, economic, business, industry, market, legal, and regulatory circumstancesand conditions and actions taken or omitted to be taken by third parties. Assumptions related to theforegoing involve judgments with respect to, among other things, future economic, competitive, andmarket conditions and future business decisions, all of which are difficult or impossible to predictaccurately and many of which are beyond the control of the Issuer and the Landowners. Actualresults could differ materially from those discussed in such forward-looking sta

    tements and,therefore, there can be no assurance that the forward-looking statements included herein will proveto be accurate.

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    THIS LIMITED OFFERING MEMORANDUM SHALL NOT CONSTITUTE ACONTRACT BETWEEN THE ISSUER OR THE UNDERWRITER AND ONE OR MOREOWNERS OF THE SERIES 2008A BONDS DESCRIBED HEREIN.

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    [THIS PAGE INTENTIONALLY LEFT BLANK]

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    TABLE OF CONTENTS

    Page

    INTRODUCTION ...........................................................................................................................1DESCRIPTION OF THE SERIES 2008A BONDS ........................................................................2

    General Description .............................................................................................................2

    Book-Entry Only System .....................................................................................................3

    Discontinuance of Book-Entry Only Systems .....................................................................5

    Redemption Provisions ........................................................................................................6SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2008A BONDS...............8

    General .................................................................................................................................8

    Additional Bonds ...............................................................................................................10

    Additional Assessments .....................................................................................................10

    Debt Service Reserve Fund................................................................................................10Enforcement of Payment of Series 2008A Special Assessments ................

    ......................12Prepayment of Series 2008A Special Assessments ............................

    ...............................12ENFORCEMENT OF ASSESSMENT COLLECTIONS .............................................................13

    General ...............................................................................................................................13

    Alternative Uniform Tax Collection Procedure for Series 2008A Special Assessments ..13

    Foreclosure................................................................

    .........................................................17Tax Levies and Collections.................................................

    ...............................................17BONDHOLDERS' RISKS .............................................................................................................19ESTIMATED SOURCES AND USES OF PROCEEDS OF SERIES 2008A BONDS ...............25

    Sources of Funds ................................................................................................................25

    Use of Funds ......................................................................................................................25DEBT SERVICE REQUIREMENTS............................................................................................26ISSUER AND THE DISTRICT ........................................................

    ............................................26Legal Powers and Authority ................................................

    ..............................................26Board of Supervisors ......................................................

    ...................................................28The District Manager and Other Consultants ................................

    ....................................29THE BENEFITED PARCELS ......................................................................................................29

    General ...................................................................

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    ............................................................30Development Approvals .....................................................

    ...............................................30District Infrastructure Plan and the Utility Agreement.....................

    .................................31Permitting.................................................................

    ..........................................................33Pratt-Whitney Parcel ......................................................

    ....................................................33Congress Avenue Parcel ....................................................

    ................................................34AWI Parcel.................................................................

    ........................................................34Taxes, Assessments and Fees ...............................................

    .............................................35Water and Wastewater Service Collection History ...........................

    ................................36Environmental Matters .....................................................

    .................................................36THE LANDOWNERS ...................................................................................................................37

    Pratt-Whitney Parcel ..........................................................................................................37

    Congress Avenue Parcel ....................................................

    ................................................38AWI Parcel.................................................................

    ........................................................38THE SERIES 2008A PROJECT....................................................................................................39SPECIAL ASSESSMENT METHODOLOGY .............................................................................40TAX MATTERS............................................................................................................................40

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    AGREEMENT BY THE STATE ..................................................................................................41LEGALITY FOR INVESTMENT ................................................................................................41SUITABILITY FOR INVESTMENT ...........................................................................................41DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS................................42ENFORCEABILITY OF REMEDIES ..........................................................................................42LITIGATION.................................................................................................................................42NO RATING..................................................................................................................................42CONTINUING DISCLOSURE .....................................................................................................43FINANCIAL STATEMENTS .......................................................................................................43UNDERWRITING ........................................................................................................................43EXPERTS ......................................................................................................................................43LEGAL MATTERS ..................................................................

    .....................................................44VALIDATION......................................................................

    .........................................................44MISCELLANEOUS ......................................................................................................................44

    APPENDICES

    APPENDIX A: Consulting Engineer's Report .................................................................... A-1APPENDIX B: Form of the Indenture .................................................................................B-1APPENDIX C: Proposed Form of Opinion of Bond Counsel ................

    .............................C-1APPENDIX D: Proposed Form of Continuing Disclosure Agreement ........

    ....................... D-1APPENDIX E: Special Assessment Methodology .............................................................. E-1APPENDIX F: Audited Issuer Financial Statements .......................................................... F-1

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    LIMITED OFFERING MEMORANDUM

    BEELINE COMMUNITY DEVELOPMENT DISTRICT(Palm Beach County, Florida)

    $10,115,000Special Assessment Bonds, Series 2008A

    INTRODUCTION

    The purpose of this Limited Offering Memorandum, including the cover page andAppendices hereto, is to provide certain information in connection with the offer for sale by theBeeline Community Development District (the "Issuer") of its $10,115,000 SpecialAssessmentBonds, Series 2008A (the "Series 2008A Bonds"). The Issuer is a local unit of special-purposegovernment of the State of Florida, created pursuant to the Uniform Community DevelopmentDistrict Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), andestablished by

    ordinance of the Board of County Commissioners of Palm Beach County, Florida (the "County")effective on July 31, 2002. The lands governed by the Issuer (the "District") encompassapproximately 999.5 gross acres, of which approximately 959.61 acres are being used forcommercial and industrial uses. The District is located entirely within the jurisdictional boundariesof the unincorporated area of the County. The Issuer was created by the Act andestablished byordinance of the County for the purpose of financing and managing the acquisition, maintenance,renewal and operation of certain infrastructure within the lands governed by the

    Issuer (the "District"or the "District Lands"). For more complete information about the Issuer, its Board of Supervisors,the District Manager and the District, see "THE ISSUER AND THE DISTRICT" herein.

    The Series 2008A Bonds are being issued pursuant to the Act and a MasterTrust Indenture(the "Master Indenture"), dated as of March 1, 2007, by and between the Issuer and Regions Bank, abanking corporation organized under the laws of the State of Alabama and authorized to transactbusiness in the State of Florida and having a designated corporate trust officein Jacksonville,

    Florida (as successor in interest to U.S. Bank National Association), as trustee(the "Trustee"), assupplemented by a Second Supplemental Indenture relating to the Series 2008A Bonds (the "SecondSupplemental Indenture" and collectively with the Master Indenture, the "Indenture"), dated as ofMarch 1, 2008 and to be entered into by the Issuer and the Trustee. Reference ismade to theIndenture for a full statement of the authority for, and the terms and provisions of, the Series 2008A

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    Bonds. All capitalized terms used in this Limited Offering Memorandum that are defined in theIndenture and not defined herein shall have the respective meanings set forth inthe Indenture. See"APPENDIX B Form of the Indenture" herein.

    With the exception of the utility infrastructure owned by the District,all of the propertywithin the District Lands is owned by one of three landowners. United TechnologyCorporation, aDelaware corporation ("UTC" or the "Pratt-Whitney Landowner"), owns the largestparcel withinthe District containing approximately 901.61 assessable acres and its parcel isreferred to herein asthe "Pratt-Whitney Parcel". Congress Avenue Properties, Ltd., a Florida limitedpartnership("Congress Avenue Properties" or the "Congress Avenue Landowner") owns approximately 42.73assessable acres within the District and its parcel is referred to herein as the"Congress AvenueParcel". AWI, LLC, a Florida limited liability company ("AWI" or the "AWI Landowner"), ownsapproximately 15.27 assessable acres within the District and its parcel is referred to herein as the

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    "AWI Parcel". UTC, AWI and Congress Avenue Properties are sometimes individuallyreferred toherein as a "Landowner" and, collectively, the "Landowners". The Pratt-Whitney Parcel, theCongress Avenue Parcel and the AWI Parcel are sometimes individually referred toherein as a"Benefited Parcel" and, col ectively, the "Benefited Parcels". See "THE BENEFITED PARCELS"and the "LANDOWNERS" herein.

    Proceeds of the Series 2008A Bonds will be used to provide funds: (i) toprepay the$1,500,000 aggregate principal amount of Beeline Community Development DistrictSpecialAssessment Notes, Series 2007 (the "Notes") but only to the extent the unspent proceeds of theNotes are insufficient to make such prepayment; (ii) to finance all or a portionof the Series 2008AProject; (iii) for the funding of the Series 2008A Debt Service Reserve Account;and (iv) for thepayment of the costs of issuance of the Series 2008A Bonds.

    The Series 2008A Project includes, without limitation, the transfer of t

    he provision for waterand wastewater services for lands within the District from the Issuer to Palm Beach County (the"County"), the decommissioning of the District's existing water and wastewater facilities and certainimprovements to the District's fire protection and water management facilities.The transfer ofservices from the Issuer to the County is pursuant to the Utility Agreement. See"THE BENEFITEDPARCELS The District Infrastructure Plan and the Utility Agreement" and "THE SERIES 2008APROJECT" herein.

    The Series 2008A Bonds are not a suitable investment for all investors.See "SUITABILITYFOR INVESTMENT" and "BONDHOLDERS' RISKS" herein. No person has been authorized bythe Issuer or the Underwriter to give any information or to make any representations, other thanthose contained in this Limited Offering Memorandum and, if given or made, suchother informationor representations must not be relied upon as having been authorized by any of the foregoing.Prospective investors in the Series 2008A Bonds are invited to visit the District, ask questions ofrepresentatives of the Issuer and the Landowners, and request documents, instrum

    ents andinformation referred to, summarized or described herein. Prospective investors should rely upon theinformation appearing in this Limited Offering Memorandum within the context ofthe availabilityof such additional information and the sources thereof.

    There follows in this Limited Offering Memorandum a brief description ofthe Issuer, theDistrict, the Benefited Parcels, the Landowners and the Series 2008A Project, to

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    gether withsummaries of certain terms of the Series 2008A Bonds, the Indenture and certainprovisions of theAct. All references herein to the Indenture and the Act are qualified in their entirety by reference tosuch documents and all references to the Series 2008A Bonds are qualified by reference to thedefinitive forms thereof and the information with respect thereto contained in the Indenture. The fulltext of the form of the Indenture appears as Appendix B hereto. The informationherein under thecaptions "THE BENEFITED PARCELS" and "THE LANDOWNERS" has been furnished to theIssuer by the Landowners.

    DESCRIPTION OF THE SERIES 2008A BONDS

    General Description

    The Series 2008A Bonds will be dated, will bear interest at the rate perannum, and, subjectto the redemption provisions set forth herein, will mature on the date and in the amount set forth on

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    the cover page of this Limited Offering Memorandum. Interest on the Series 2008ABonds is to becomputed on the basis of a 360-day year consisting of twelve thirty-day months and will be payablesemi-annually on May 1 and November 1, commencing May 1, 2009, until maturity orpriorredemption. Regions Bank, a banking corporation organized under the laws of theState of Alabamaand authorized to transact business in the State of Florida and having a designated corporate trustoffice in Jacksonville, Florida, is the initial Trustee, Paying Agent and Registrar for the Series2008A Bonds.

    The Series 2008A Bonds will be issued in fully registered book-entry only form indenominations of $5,000 or integral multiples thereof; provided, however, that the Series 2008ABonds will be deliverable to the initial purchasers only in minimum denominations of $100,000 orintegral multiples of $5,000 in excess of $100,000. The Series 2008A Bonds willbe initially issuedin the form of a single fully-registered certificate. Upon initial issuance, the

    ownership of the Series2008A Bonds will be registered in the bond register kept by the Trustee in the name of Cede & Co.,as nominee for The Depository Trust Company, New York, New York ("DTC").

    See"DESCRIPTION OF THE SERIES 2008A BONDS Book-Entry Only System" below.

    Book-Entry Only System

    The Depository Trust Company ("DTC"), New York, New York, or its successor, will act assecurities depository for the Series 2008A Bonds. The Series 2008A Bonds will beissued as fully

    registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or suchother name as may be requested by an authorized representation of DTC. One fully-registeredSeries 2008A Bond certificate will be issued in the aggregate principal amount of the Series 2008ABonds and will be deposited with DTC. References herein to Registered Owners ofthe Series2008A Bonds shall mean DTC or Cede & Co., and shall not mean the Beneficial Owners referred tobelow. Certain portions of the following information have been furnished by DTC.So long as Cede& Co. is the Registered Owner of the Series 2008A Bonds, payments of the princip

    al of and interestdue on the Series 2008A Bonds will be payable directly to DTC.

    DTC, the worlds' largest depository, is a limited-purpose trust companyorganized under theNew York Banking Law, a "banking organization" within the meaning of the New York BankingLaw, a member of the Federal Reserve System, a "clearing corporation" within themeaning of theNew York Uniform Commercial Code, and a "clearing agency" registered pursuant to

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    the provisionsof Section 17A of the Securities Exchange Act of 1934. DTC holds and provides aset servicing forover 2.2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, andmoney 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 salesand other securities transactions in deposited securities, through electronic computerized book-entrytransfers and pledges between Direct Participants' accounts. This eliminates theneed for physicalmovement of securities certificates. Direct Participants include both U.S. and non-U.S. securitiesbrokers and dealers, banks, trust companies, clearing corporations, and certainother 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 ofthe NationalSecurities Clearing Corporation, Fixed Income Clearing Corporation, and EmergingMarketsClearing Corporation, (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well

    as by the NewYork Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association ofSecurities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and

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    non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clearthrough 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 Rulesapplicable to its Participants are on file with the Securities and Exchange Commission. Moreinformation about DTC can be found at www.dtcc.com and www.dtc.org.

    Purchases of the Series 2008A Bonds under the DTC system must be made byorthrough Direct Participants, which will receive a credit for the Series 2008A Bonds on DTC'srecords. The ownership interest of each actual purchaser of the Series 2008A Bonds (the"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. BeneficialOwners are, however, expected to receive written confirmations providing detailsof the transaction,as well as periodic statements of their holdings, from the Direct or Indirect Pa

    rticipant throughwhich the Beneficial Owner entered into the transaction. Transfers of ownershipinterests in theSeries 2008A Bonds are to be accomplished by entries made on the books of Directand IndirectParticipants acting on behalf of the Beneficial Owners. Beneficial Owners will not receivecertificates representing their ownership interest in Series 2008A Bonds, exceptin the event that useof the book-entry system for the Series 2008A Bonds is discontinued.

    To facilitate subsequent transfers, all Series 2008A Bonds deposited byDirect Participants

    with DTC are registered in the name of DTC's partnership nominee, Cede & Co or such other nameas may be requested by an authorized representative of DTC. The deposit of Series 2008A Bondswith DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effectany change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of theSeries 2008A Bonds; DTC's records reflect only the identity of the Direct Participants to whoseaccounts such Series 2008A 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 onbehalf of their customers.

    Conveyance of notices and other communications by DTC to Direct Participants, by DirectParticipants to Indirect Participants and by Direct Participants and Indirect Participants to BeneficialOwners will be governed by arrangements among them, subject to any statutory orregulatoryrequirements as may be in effect from time to time.

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    Redemption notices will be sent to DTC. If less than all of the Series 2008A Bonds are beingredeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participantin such maturity to be redeemed.

    Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respectto the Series 2008A Bonds unless authorized by a Direct Participant in accordance with DTC'sprocedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Countyas soon aspossible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rightsto those Direct Participants to whose accounts the Series 2008A Bonds are credited on the recorddate (identified in a listing attached to the Omnibus Proxy).

    Principal and interest payments on the Series 2008A Bonds will be made to DTC. DTC'spractice is to credit Direct Participants' accounts on the payable date in accordance with theirrespective holdings shown on DTC's records unless DTC has reason to believe that

    it will not

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    receive payment on the payable date. Payments by Participants to Beneficial Owners will begoverned by standing instructions and customary practices, as is the case with securities held for theaccounts of customers in bearer form or registered in "street name", and will bethe responsibility ofsuch Participant and not of DTC, the Paying Agent or the Issuer, subject to anystatutory orregulatory requirements as may be in effect from time to time. Payment of principal and interest toDTC is the responsibility of the Issuer or the Paying Agent, disbursement of such payments to DirectParticipants shal be the responsibility of DTC, and disbursement of such payments to the BeneficialOwners shall be the responsibility of Direct and Indirect Participants.

    DTC may discontinue providing its services as securities depository withrespect to theSeries 2008A Bonds at any time by giving reasonable notice to the Issuer or thePaying Agent.Under such circumstances, in the event that a successor securities depository isnot obtained, Series2008A Bond certificates are required to be printed and delivered.

    The Is uer may decide to discontinue use of the book-entry only system for transfers throughDTC (or a successor securities depository) pursuant to the procedures of DTC. Insuch event, Series2008A Bond certificates will be printed and delivered.

    The information in this section concerning DTC and DTC's book-entry onlysystem has beenobtained from sources the Issuer believes to be reliable, but the Issuer takes no responsibility for theaccuracy thereof.

    SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE SOLE REGISTEREDOWNER, THE ISSUER AND THE PAYING AGENT SHALL TREAT CEDE & CO. AS THEONLY OWNER OF THE SERIES 2008A BONDS FOR ALL PURPOSES UNDER THEINDENTURE INCLUDING RECEIPT OF ALL PRINCIPAL OF AND INTEREST ON THESERIES 2008A BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING ORDIRECTING THE ISSUER AND THE PAYING AGENT TO TAKE OR NOT TO TAKE, ORCONSENTING TO, CERTAIN ACTIONS UNDER SUCH INDENTURE. THE ISSUER ANDTHE PAYING AGENT HAVE NO RESPONSIBILITY OR OBLIGATION TO THEPARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A) THEACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT; (B)THE PAYMENT BY ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIALOWNER IN RESPECT OF THE PRINCIPAL OF AND INTEREST ON THE SERIES 2008ABONDS; (C) THE DELIVERY OR TIMELINESS OF DELIVERY BY ANY PARTICIPANT

    OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED ORPERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TOREGISTERED OWNERS; (D) THE SELECTION BY DTC OR ANY DTC PARTICIPANTOR INDIRECT PARTICIPANT OF ANY BENEFICIAL OWNER TO RECEIVE PAYMENTIN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES 2008A BONDS; OR (E)OTHER ACTION TAKEN BY DTC OR CEDE & CO., AS REGISTERED OWNER.

    Discontinuance of Book-Entry Only Systems

    In the event that the DTC book-entry only system is discontinued and it i

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    s not replaced withanother book-entry system, the following provisions will apply: principal of theSeries 2008ABonds will be payable in lawful money of the United States of America at the principal office ofRegions Bank, a banking corporation organized under the laws of the State of Alabama and

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    authorized to transact business in the State of Florida and having a designatedcorporate trust officein Jacksonville, Florida, as Paying Agent. Interest on the Series 2008A Bonds will be payable oneach March 1 and September 1 by check or draft mailed to the respective addresses of the RegisteredOwners thereof as shown on the registration books of the Issuer maintained by the Registrar as of5:00 P.M. Eastern Time on the record date therefor as set forth in the Indenture; provided, however,that the Registered Owner of any Series 2008A Bond in the principal amount of $1,000,000 or moremay, upon written request made to the Registrar and at the expense of such Registered Owner, directthat payment of interest thereon be made by wire transfer or any other medium acceptable to theIssuer and to such Registered Owner, all as more specifically provided in the Indenture. The transferof the Series 2008A Bonds will be registrable and they may be exchanged at the principal office ofthe Registrar, upon the payment of any taxes, fees or other governmental chargesrequired to be paidwith respect to such transfer or exchange.

    Redemption Provisions

    Optional Redemption

    The Series 2008A Bonds may, at the option of the Issuer be called for redemption prior tomaturity as a whole, at any time on or after May 1, 2018, or in part on any Interest Payment Date, onor after May 1, 2018 (less than all Series 2008A Bonds to be selected by lot), at a Redemption Priceequal to the principal amount of the Series 2008A Bonds to be redeemed, plus accrued interest from

    the most recent Interest Payment Date to the redemption date.

    Mandatory Sinking Fund Redemption

    The Series 2008A Bonds are subject to mandatory redemption in part by the Issuer by lotprior to their scheduled maturity from moneys in the Series 2008A Sinking Fund Accountestablished under the Second Supplemental Indenture in satisfaction of applicable Sinking FundInstallments at the Redemption Price of 100% of the principal amount thereof, without premium,together with accrued interest to the date of redemption on May 1 of the years a

    nd in the principalamounts set forth below:

    Year Principal Year Principal

    (May 1) Amount (May 1) Amount

    2009 $110,000 2024 $315,000

    2010 120,000 2025 340

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    ,0002011 130,000 2026 365

    ,0002012 135,000 2027 390

    ,0002013 145,000 2028 420

    ,0002014 155,000 2029 450

    ,0002015 170,000 2030 480

    ,0002016 180,000 2031 515

    ,0002017 195,000 2032 555

    ,0002018 210,000 2033 595

    ,0002019 225,000 2034 640

    ,000

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    2020 240,000 2035 685,000

    2021 255,000 2036 735,000

    2022 275,000 2037* 790,000

    2023 295,000__________________* Final Maturity

    Extraordinary Mandatory Redemption in Whole or in Part

    The Series 2008A Bonds are subject to extraordinary mandatory redemptionprior to maturityby the Issuer in whole, on any date, or in part, on any Interest Payment Date, at a Redemption Priceequal to 100% of the principal amount of the Series 2008A Bonds to be redeemed,plus interestaccrued to the redemption date, as follows:

    (i) from Series 2008A Prepayment Principal deposited into the Ser

    ies 2008APrepayment Subaccount of the Series 2008A Bond Redemption Account following the

    payment in whole or in part of Series 2008A Special Assessments on any portion of the

    District Lands specially benefited by the Series 2008A Project in accordance with the

    provisions of the Indenture.

    (ii) from moneys, if any, on deposit in the Series 2008A Accountsand

    Subaccounts in the Series 2008A Funds and Accounts (other that the Series 2008A Rebate

    Account of the Rebate Fund and the Series 2008A Project Account of the Project Fund)sufficient to pay and redeem all Outstanding Series 2008A Bonds and accr

    ued interestthereon to the redemption date or dates in addition to all amounts owed

    to Persons under theIndenture.

    (iii) on or after the Completion Date of the Series 2008A Project, by application of

    moneys remaining in the Series 2008A Project Account of the Project Fundnot reserved by

    the Issuer for the payment of any remaining part of the Cost of the Seri

    es 2008A Project, allof which shall be transferred to the Series 2008A General Subaccount of

    the Series 2008ABond Redemption Account pursuant to the terms of the Indenture, and appl

    ied by the Issuertoward the redemption of the Series 2008A Bonds.

    (iv) from excess moneys transferred from the Series 2008A RevenueAccount to

    the Series 2008A General Subaccount of the Series 2008A Bond Redemption

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    Account inaccordance with the terms of the Indenture.

    (v) from amounts on deposit in the Series 2008A Debt Service Reserve Account

    in excess of the Debt Service Reserve Requirement for the Series 2008A Bonds and

    transferred to either the Series 2008A Prepayment Subaccount or the Series 2008A General

    Subaccount in accordance with the Indenture to be used for the extraordinary mandatory

    redemption of the Series 2008A Bonds.

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    Notice of Redemption

    When required to redeem Series 2008A Bonds under any provision of the SecondSupplemental Indenture or when directed to do so by the Issuer, the Trustee shall cause notice of theredemption, either in whole or in part, to be mailed at least thirty (30) but not more than sixty (60)days prior to the redemption or purchase date to all Holders of Series 2008A Bonds to be redeemed(as such Holders appear on the Bond Register on the fifth (5th) day prior to such mailing), at theirregistered addresses. Failure to mail any such notice or defect in the notice orin the mailing thereofshall not affect the validity of the redemption of the Series 2008A Bonds for which notice was dulymailed in accordance with the Indenture. The Indenture also requires the Trusteeto deliverredemption notice information relating to the Series 2008A Bonds to certain national informationservices. See "APPENDIX B Form of the Indenture" herein.

    Partial Redemption of Series 2008A Bonds

    If less than all the Series 2008A Bonds are to be redeemed, the Trustee shall select theparticular Series 2008A Bonds or portions thereof to be called for redemption bylot, in suchreasonable manner as the Trustee in its discretion may determine. See "APPENDIXB Form of theIndenture" herein for more information regarding partial redemptions.

    SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2008A BONDS

    General

    As more fully described below under the caption "SPECIAL ASSESSMENTMETHODOLOGY," Special District Services, Inc., has prepared a Preliminary Special AssessmentMethodology Report, included herein as Appendix E (the "Methodology"), which sets forth anoverall method for allocating the Special Assessments to be levied and collectedby the Issuer as aresult of the Series 2008A Project (the "Series 2008A Special Assessments") on the BenefitedParcels. The Methodology will be supplemented upon the final pricing of the Series 2008A Bonds.

    Payment of the principal of and interest on the Series 2008A Bonds is sec

    ured by a pledge ofand a first lien upon the Series 2008A Pledged Revenues. The Series 2008A Pledged Revenuesconsist of: (a) all revenues received by the Issuer from Series 2008A Special Assessments leviedand collected on all of the Benefited Parcels within the District with respect to the Series 2008AProject, including, without limitation, amounts received from any foreclosure proceeding for theenforcement of collection of such Series 2008A Special Assessments or from the i

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    ssuance and saleof tax certificates with respect to such Series 2008A Special Assessments; and (b) all moneys ondeposit in the Funds and Accounts established under the Indenture that are created and establishedwith respect to or for the benefit of the Series 2008A Bonds; provided, however,that Series 2008APledged Revenues do not include (i) any moneys transferred to the Series 2008A Rebate Account ofthe Rebate Fund, or investment earnings thereon, and (ii) "special assessments"levied and collectedby the Issuer under Section 190.022 of the Act for maintenance purposes or "maintenance specialassessments" levied and collected by the Issuer under Section 190.021(3) of theAct. See"APPENDIX B Form of the Indenture" herein.

    THE SERIES 2008A BONDS ARE LIMITED OBLIGATIONS OF THE ISSUERPAYABLE SOLELY FROM SERIES 2008A PLEDGED REVENUES PLEDGED THEREFORUNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND

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    CREDIT, NOR THE TAXING POWER OF THE ISSUER, THE COUNTY, THE STATE OFFLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED ASSECURITY FOR THE PAYMENT OF THE SERIES 2008A BONDS, EXCEPT THAT THEISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE ANDCERTIFY, OR CAUSE TO BE CERTIFIED FOR COLLECTION, SERIES 2008A SPECIALASSESSMENTS TO SECURE AND PAY THE SERIES 2008A BONDS. THE SERIES 2008ABONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE COUNTY, THESTATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THEMEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.SEE "ENFORCEMENT OF ASSESSMENT COLLECTIONS" HEREIN.

    The Issuer is authorized by the Act and other applicable law to financethe constructionand/or acquisition of the Series 2008A Project by levying the Series 2008A Special Assessmentsupon the Benefited Parcels. The Series 2008A Special Assessments are a type of non-ad valoremassessment which may be imposed against the District Lands subject thereto uponthe basis of aspecial benefit to such lands determined to result from the implementation of the Series 2008AProject. Non-ad valorem assessments are not based on millage and become a lien against the

    homestead as permitted by Section 4, Article X of the Florida State Constitution.

    Initially, and only for the Series 2008A Special Assessments due May 1,2008, the Series2008A Special Assessments shall be collected by the Issuer in accordance with the provisions of theAct and Chapter 170 or Chapter 197, Florida Statutes or any successor statutes thereto, as applicable,and the Issuer will, itself, directly levy and enforce the collection of the Series 2008A SpecialAssessments on the Benefited Parcels pursuant to Chapters 170 and 190 and Section 197.3631,

    Florida Statutes. Pursuant to the Second Supplemental Indenture, commencing in calendar year2008 for Series 2008A Special Assessments due November 1, 2008 and thereafter, the Issuer hascovenanted to collect the Series 2008A Special Assessments levied on the Benefited Parcels throughthe uniform method for the levy, collection and enforcement of Series 2008A Special Assessmentsafforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, or any successor statutesthereto (the "Uniform Method"). The Issuer will covenant to cause any Series 2008A SpecialAssessments received by it to be deposited with the Trustee for deposit into the

    Series 2008ARevenue Account (provided that amounts received as Prepayments of Series 2008A SpecialAsses ments shal be deposited directly into the Series 2008A Prepayment Subaccount of the Series2008A Bond Redemption Account). For a discussion of the manner in which paymentsof the Series2008A Special Assessments are enforced, see "ENFORCEMENT OF ASSESSMENTCOLLECTIONS" herein.

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    The Issuer has further covenanted in the Indenture that if any Series 2008A SpecialAssessments shall be either in whole or in part annulled, vacated or set aside by the judgment of anycourt, or if the Issuer shall be satisfied that any such Series 2008A Special Assessments are soirregular or defective that the same cannot be enforced or collected, or if theIssuer shall haveomitted to make such Series 2008A Special Assessments when it might have done so, the Issuershall either: (i) take all necessary steps to cause new Series 2008A Special Assessments to be leviedand col ected for the whole or any part of the Series 2008A Project or against any property benefitedby said Series 2008A Project; or (ii) in its sole discretion, make up the amountof such Series 2008ASpecial Assessments from legally available moneys, which moneys shall be deposited into theappropriate Series 2008A Accounts and Subaccounts in the Revenue Fund. In case such second

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    Series 2008A Special Assessments shall be annulled, the Issuer shall obtain andmake other Series2008A Special Assessments until valid Series 2008A Special Assessments are made.

    Additional Bonds

    Subsequent to the issuance of the Series 2008A Bonds, the Issuer may issue, pursuant to theMaster Indenture as supplemented, one or more Series of Bonds for refunding purposes, subject tothe terms and conditions thereof. The Indenture provides that, other than refunding bonds, the Issuershall not issue any obligations other than the Series 2008A Bonds payable from the Series 2008APledged Revenues. See "APPENDIX B Form of the Indenture."

    The Issuer also has the authority under the Act to issue bonds pursuantto instruments otherthan the Master Indenture. Such bonds could be payable from non-ad valorem assessments (otherthan the Series 2008A Special Assessments) levied on the lands within the District that benefit fromthe project financed by the additional bonds. These lands could be the same as t

    hose that are subjectto the Series 2008A Special Assessments. The Issuer has no present intention toissue such otherbonds. See "BONDHOLDERS' RISKS Item No. 4."

    Additional Assessments

    The Issuer has the authority to levy and assess the Benefited Parcels for maintenance andoperation functions of the Issuer. The Issuer anticipates that it will annuallylevy such assessmentsto pay its administrative costs and the cost of operating and maintaining portions of the Series

    2008A Project that it owns and for which it has maintenance responsibilities. See "THE ISSUERAND THE DISTRICT Legal Powers and Authority" and "BONDHOLDERS' RISKS Item No.4."

    In connection with the Notes, the Issuer has levied Special Assessmentsin the aggregateprincipal amount of $1,500,000 plus accrued interest against the Benefited Parcels in the District,but the Issuer has not collected any Special Assessments for the Notes as of thedate hereof becausethe District has had sufficient available moneys to pay the interest on the Notes. The Issuer will

    collect Special Assessments as necessary to pay the Debt Service Requirements onBonds issuedpursuant to the Master Indenture, as supplemented, including the Series 2008A Bonds. See"SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2008A BONDS AdditionalBonds," "THE PROJECT" and "and "APPENDIX E Special Assessment Methodology Report."

    Debt Service Reserve Fund

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    A Debt Service Reserve Fund is created under the Second Supplemental Indenture andwithin such Fund a "Series 2008A Debt Service Reserve Account." Amounts on deposit in the Series2008A Debt Service Reserve Account will be used to pay principal of and intereston the Series2008A Bonds if amounts on deposit in the Series 2008A Interest Account, Series 2008A PrincipalAccount and Series 2008A Sinking Fund Account established in the Debt Service Fund for theSeries 2008A Bonds are insufficient for such purpose.

    The Series 2008A Debt Service Reserve Requirement for the Series 2008A Bonds is definedin the Second Supplemental Indenture as (a) initially on the date of issuance ofthe Series 2008ABonds, an amount equal to 8.08% of the maximum annual Debt Service Requirement of the

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    Outstanding Series 2008A Bonds and (b) at any time after the issuance of the Series 2008A Bonds,the Initial Series 2008A Reserve Account Percentage times the Deemed Outstandingprincipalamount of the Series 2008A Bonds as of any time of calculation. Notwithstandingthe foregoing, theDebt Service Reserve Requirement for the Series 2008A Bonds shall not exceed anamount equal tothe lesser of (i) the maximum annual Debt Service Requirement for the Outstanding Series 2008ABonds, (ii) 125% of the average annual Debt Service Requirement for OutstandingSeries 2008ABonds, and (iii) 10% of the original stated principal amount (within the meaningof the Code) of theSeries 2008A Bonds. "Deemed Outstanding" shall mean the aggregate Outstanding principalamount of Series 2008A Bonds, reduced by the result of dividing (a) the amount on deposit in theSeries 2008A Bond Redemption Account in the Bond Redemption Fund derived from Prepaymentsby (b) 1-the Initial Series 2008A Reserve Account Percentage, and the "Initial Series 2008A ReserveAccount Percentage" shall mean the result of dividing (a) the Series 2008A Debt

    Service ReserveRequirement on the date of initial issuance and delivery of the Series 2008A Bonds ($817,650) by(b) the initial Outstanding aggregate principal amount of the Series 2008A Bond(which equals8.08%).

    The Second Supplemental Indenture further provides that at any time theSeries 2008ABonds have been assigned a "BBB" rating or higher by S&P or FITCH or a "Baa3" rating or higherby Moodys, the Issuer, or the District Manager, on behalf of the Issuer, shall provide written notice

    to the Trustee of the occurrence of either or both events, which notice the Trustee may conclusivelyrely. Upon receipt of such notice, the Trustee shall calculate the Debt ServiceReserve Requirementfor the Series 2008A Bonds so that the amount required to be on deposit in the Series 2008A DebtService Reserve Account is equal to 50% of the maximum annual debt service for the DeemedOutstanding Series 2008A Bonds. Any excess in the Series 2008A Debt Service Reserve Accountas a result of such calculation shall be transferred by the Trustee first, to the Series 2008A ProjectAccount to be used to pay the Costs of the Series 2008A Project if such transfer

    shall occur prior tothe Completion Date and, second, transferred by the Trustee to the Series 2008AGeneralSubaccount of the Series 2008A Bond Redemption Account to be used for the extraordinarymandatory redemption of the Series 2008A Bonds in accordance with the Indenture.

    The Second Supplemental Indenture also provides that, subject to the provisions thereof, onany date the Issuer receives notice from the District Manager that a Landowner w

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    ishes to prepay itsSeries 2008A Special Assessments relating to the benefited property of such Landowner, the Issuershal , or cause the District Manager, on behalf of the Issuer, to calculate theprincipal amount of suchPrepayment taking into account a credit against the amount of Series 2008A Prepayment Principaldue by the amount of money in the Series 2008A Debt Service Reserve Account thatwill betransferred to the Series 2008A Prepayment Subaccount of the Series 2008A Bond RedemptionAccount, as result of such Prepayment. The District Manager shall instruct the Trustee to transfersuch amount of credit given to the landowner from the Series 2008A Debt ServiceReserve Accountto the Series 2008A Prepayment Account of the Series 2008A Bond Redemption Account to be usedfor the extraordinary mandatory redemption of the Series 2008A Bonds in accordance with theprovisions of the Second Supplemental Indenture.

    Notwithstanding any of the foregoing, amounts on deposit in the Series 2008A Debt ServiceReserve Account shall be transferred by the Trustee, in the amounts directed in

    writing by a majorityof the Holders of the Series 2008A Bonds to the Series 2008A General Subaccountof the Series2008A Bond Redemption Account, if as a result of the application of Section 9.06of the MasterIndenture, the proceeds received from lands sold subject to the Series 2008A Special Assessments

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    and applied to redeem a portion of the Series 2008A Bonds is less than the principal amount ofSeries 2008A Bonds indebtedness attributable to such lands.

    The Indenture provides that on each March 15 and September 15 (or, if such date is not aBusiness Day, on the Business Day next preceding such day), the Trustee shall determine theamount on deposit in the Series 2008A Debt Service Reserve Account and transferto the Series2008A Revenue Account any excess above the Debt Service Reserve Requirement forthe Series2008A Bonds not caused by the Prepayments of any Series 2008A Special Assessment.

    In lieu of the required deposits into the Series 2008A Debt Service Reserve Account, theIssuer may cause to be deposited into the Series 2008A Debt Service Reserve Account a DebtService Reserve Insurance Policy or Debt Service Reserve Letter of Credit, either in lieu of any cashamount required to be deposited therein or in substitution for the full amountsthen on deposit

    therein or in an amount equal to the difference between the amount required to be deposited and thesum, if any, then on deposit in the Series 2008A Debt Service Reserve Account, all as more fullyprovided in the Indenture. See "APPENDIX B Form of the Indenture" herein.

    Any amount in the Series 2008A Debt Service Reserve Account may, upon final maturity orpayment of the Series 2008A Bonds, be used to pay principal of and interest on the Series 2008ABonds at that time.

    Enforcement of Payment of Series 2008A Special Assessments

    The lien of the Series 2008A Special Assessments on the District Lands subject thereto as aresult of the Series 2008A Project is of equal dignity with the liens for Countytaxes upon land, andthus is a first lien, superior to all other liens, including mortgages (except for ad valorem taxes andnon-ad valorem special assessments that are of equal dignity). The Issuer may enforce the paymentof the Series 2008A Special Assessments securing the Series 2008A Bonds in the manner describedherein under the heading "ENFORCEMENT OF ASSESSMENT COLLECTIONS."

    Prepayment of Series 2008A Special Assessments

    Pursuant to the terms of Section 170.09, Florida Statutes, the Act, theIndenture and theproceedings relating to the levy of the Series 2008A Special Assessments adoptedby the Issuer priorto the issuance of the Series 2008A Bonds, at any time from the date of levy ofSeries 2008A SpecialAssessments on a parcel of land in the District through the date that is thirty(30) days after the

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    Series 2008A Project has been completed and accepted by the Issuer, any owner ofproperty subjectto the Series 2008A Special Assessments may, at its option, require the Issuer to release andextinguish the lien upon its property by virtue of the levy of the Series 2008ASpecial Assessmentsthat relate to the Series 2008A Bonds by paying to the Issuer the entire amountof the Series 2008ASpecial Assessments on such property, without interest. The Landowners will waive thisprepayment right as to the property they own in the District, which will be binding upon the landowned by such parties.

    In addition, at any time subsequent to thirty (30) days after the Series2008A Project has beencompleted and accepted by the Issuer, any owner of property subject to the Series 2008A SpecialAsses ments may, at its option, require the Issuer to release and extinguish thelien upon its propertyby virtue of the levy of the Series 2008A Special Assessments by paying the principal amount of theSeries 2008A Special Assessments, plus accrued interest to the next succeeding Interest Payment

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    Date (or the second succeeding Interest Payment Date if such prepayment is madewithin forty (40)calendar days before an Interest Payment Date, attributable to the property subject to Series 2008ASpecial Assessments owned by such owner.

    ENFORCEMENT OF ASSESSMENT COLLECTIONS

    General

    The primary sources of payment for the Series 2008A Bonds are the Series2008A SpecialAssessments imposed on the Benefited Parcels pursuant to the assessment proceedings adopted bythe Issuer (the "Assessment Proceedings"). See "SPECIAL ASSESSMENT METHODOLOGY"herein and "APPENDIX E Special Assessment Methodology."

    The determination, order, levy, and collection of Series 2008A Special Assessments must bedone in compliance with procedural requirements and guidelines provided by Statelaw. Failure bythe Issuer to comply with such requirements could result in delay in the collection of, or the

    complete inability to collect Series 2008A Special Assessments, during any year.Such delays in thecollection of Series 2008A Special Assessments, or complete inability to collectSeries 2008ASpecial Assessments, would have a material adverse effect on the ability of theIssuer to make full orpunctual payment of debt service requirements on the Series 2008A Bonds. See "BONDHOLDER'SRISKS." To the extent that landowners fail to pay the Series 2008A Special Assessments, delaypayments, or are unable to pay the same, the successful pursuance of collectionprocedures availableto the Issuer is essential to continued payment of principal of and interest on

    the Series 2008ABonds. The Act provides for various methods of collection of delinquent Series 2008A SpecialAssessments by reference to other provisions of the Florida Statutes. The following subsection is adescription of certain statutory provisions of assessment payment and collectionproceduresappearing in the Florida Statutes, but is qualified in its entirety by referenceto such statutes.

    On October 29, 2007, pursuant to a special session, the Florida Legislature passed advalorem tax reform legislation. The legislation provided for a proposed constitu

    tional amendmentwhich was subsequently passed by State voters on January 29, 2008. This constitutional amendmentsignificantly modifies the State's laws governing ad valorem taxes. Some of thechanges include anincrease in the existing homestead exemption and portability of at least a portion of a homeowner'saccumulated Save Our Homes annual 3% cap protection for a new home. In addition,theamendment caps annual tax assessment increases to 10% for non-homestead property

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    owners andauthorizes an exemption from property tax of $25,000 of the assessed value of tangible personalproperty. These changes in law do not appear to have any impact, adverse or otherwise, on non-advalorem special assessments of the same type as the Series 2008A Special Assessments.

    Alternative Uniform Tax Collection Procedure for Series 2008A Special Assessments

    Commencing with the 2008 calendar year for Series 2008A Special Assessments dueNovember 1, 2008 and thereafter, the Issuer has covenanted to use the Uniform Method of collectionwith respect to the Series 2008A Special Assessments. At such time, with respectto the Series2008A Special Assessments, the provisions of this section shall become applicable. The FloridaStatutes provide that, subject to certain conditions, non-ad valorem special assessments may becollected by using the Uniform Method. The Uniform Method of collection is available only in theevent the Issuer complies with statutory and regulatory requirements and enters

    into agreements with

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    the Tax Collector and Property Appraiser providing for the Series 2008A SpecialAssessments to becollected in this manner.

    If the Uniform Method of collection is utilized, the Series 2008A Special Assessments willbe col ected together with County, municipal and other ad valorem taxes, all ofwhich will appear ona single tax bill (also referred to as a "tax notice") issued to each landownerin the District. Thestatutes relating to enforcement of ad valorem taxes provide that ad valorem taxes become due andpayable on November 1 of the year when assessed or as soon thereafter as the certified tax roll isreceived by the Tax Collector and constitute a lien upon the land from January 1of such year untilpaid or barred by operation of law. Such taxes (together with any assessments, including the Series2008A Special Assessments, if any, being collected by the Uniform Method) are tobe billed, andlandowners in the District are required to pay all such taxes and assessments, without preference inpayment of any particular increment of the tax bill, such as the increment owing

    for the Series2008A Special Assessments. Upon any receipt of moneys by the Tax Collector fromthe Series2008A Special Assessments, such moneys will be delivered to the Issuer, which will remit suchSeries 2008A Special Assessments to the Trustee for deposit to the applicable accounts andsubaccounts established for the Series 2008A Bonds in the Revenue Fund except that anyPrepayments of Series 2008A Special Assessments shall be deposited to the applicable accountwithin the Bond Redemption Fund created under the Indenture and applied in accordance therewith.

    All County, municipal, school and special district ad valorem taxes, non-ad valorem specialassessments collected by the Uniform Method and voter-approved ad valorem taxeslevied to payprincipal of and interest on bonds, including the Series 2008A Special Assessments, are payable atone time. If a taxpayer does not make complete payment of the total amount, he or she cannotdesignate specific line items on his or her tax bill as deemed paid in full andsuch partial payment isnot to be accepted and any partial payment is to be returned to the taxpayer' provided, however that

    a taxpayer may contest a tax assessment under Section 194, Part II, Florida Statutes and otherapplicable law. Section 194.171(3), Florida Statutes provides that before an action contesting a taxassessment may be brought, a taxpayer must pay to the Tax Collector the amount of the tax thetaxpayer admits in good faith to owe. Such payment by the taxpayer and the taxpayer's timely filingof an action contesting the tax suspends all proceedings for the collection of such contested tax prior

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    to the final disposition of the action. Accordingly, a landowner that contests the levy or the amountof a particular tax assessment, which may possibly include non-ad valorem special assessments suchas the Series 2008A Special Assessments collected by the Uniform Method, under the aforescribedcircumstances may be permitted to pay only that amount that the landowner, in good faith, admits toowing. See "BONDHOLDERS' RISKS Item No. 4" for a discussion of the impact of such acontest on the Issuer's ability to pay the Debt Service Requirements on the Series 2008A Bonds.

    Under the Uniform Method, if the Series 2008A Special Assessments are paid duringNovember when due or during the following three months, the taxpayer is granteda variablediscount equal to 4% in November and decreasing one percentage point per month to 1% inFebruary. All unpaid taxes and assessments become delinquent on April 1 of the year followingassessment, and the Tax Collector is required to collect the ad valorem taxes and non-ad valoremspecial assessments on the tax bill prior to April 1 and after that date to inst

    itute statutory proceduresupon delinquency to collect such taxes and assessments through the sale of "taxcertificates," asdiscussed below. Delay in the mailing of tax notices to taxpayers may result ina delay throughoutthis process.

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    Collection of delinquent Series 2008A Special Assessments under the Uniform Method is, inessence, dependent upon the sale by the Tax Collector of "tax certificates" andremittance of theproceeds of such sale to the Issuer for payment of the Series 2008A Special Assessments due. In theevent of a delinquency in the payment of taxes and assessments on real property,the landowner may,prior to the sale of tax certificates, pay the total amount of delinquent ad valorem taxes and non-advalorem assessments plus the applicable interest charge on the amount of such delinquent taxes andassessments. If the landowner does not act, the Tax Collector is required to attempt to sell taxcertificates on such property to the person who pays the delinquent taxes and assessments owing andinterest thereon and certain costs, and who accepts the lowest interest rate perannum to be borne bythe certificates (but not more than 18%). Tax certificates are sold by public bid. If there are nobidders, the tax certificate is issued to the County (being the county in whichthe assessed lands arelocated). During the pendency of any litigation arising from the contest of a la

    ndowner's taxassessment collected through the Uniform Method, which may possibly include non-ad valoremspecial assessments such as the Series 2008A Special Assessments, it is possiblethat the taxcollector will not sell tax certificates with respect to such property. See "BONDHOLDERS' RISKS Item No. 4" for a discussion of the impact of such a contest on the Issuer's ability to pay the DebtService Requirements on the Series 2008A Bonds. The County is to hold, but not pay for, the taxcertificate with respect to the property, bearing interest at the maximum legalrate of interest

    (currently 18%). The Tax Collector does not collect any money if tax certificates are "struckoff" (issued) to the County. The County may sell such certificates to the publicat any time at theprincipal amount thereof plus interest at the rate of not more than 18% per annum and a fee.Proceeds from the sale of tax certificates are required to be used to pay taxesand assessments(including the Series 2008A Special Assessments), interest, costs and charges onthe real propertydescribed in the certificate. The demand for such certificates is dependent uponvarious factors,which include the rate of interest that can be earned by ownership of such certi

    ficates and theunderlying value of the land that is the subject of such certificates and whichmay be subject to saleat the demand of the certificate holder. Therefore, the underlying market valueof the propertywithin the District may affect the demand for certificates and the successful collection of the Series2008A Special Assessments, which are the primary source of payment of the Series2008A Bonds.

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    Any tax certificate in the hands of a person other than the County may be redeemed andcanceled, in whole or in part, by the person owning or claiming an interest in the underlying land, ora creditor thereof, at any time before a tax deed is issued or the property is placed on the list of landsavailable for sale, at a price equal to the face amount of the certificate or portion thereof togetherwith all interest, costs, charges and omitted taxes due. Regardless of the interest rate actually borneby the certificates, persons redeeming tax certificates must pay a minimum interest rate of 5%,unless the rate borne by the certificates is zero percent. The proceeds of sucha redemption are paidto the Tax Collector who transmits to the holder of the tax certificate such proceeds less servicecharges, and the certificate is canceled. Redemption of tax certificates held bythe County iseffected by purchase of such certificates from the County, as described in the preceding paragraph.

    Any holder, other than the County, of a tax certificate that has not been redeemed has sevenyears from the date of delinquency during which to act against the land that is

    the subject of the taxcertificate. After an initial period ending two years from April 1 of the year of issuance of acertificate, during which period actions against the land are held in abeyance to allow for sales andredemptions of tax certificates, and before the expiration of seven years from the date of issuance,the holder of a certificate may apply for a tax deed to the subject land. The applicant is required topay to the Tax Collector at the time of application all amounts required to redeem or purchase all

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    outstanding tax certificates covering the land, plus interest, any omitted taxesor delinquent taxes andinterest, and current taxes, if due. If the County holds a tax certificate on property valued at $5,000or more and has not succeeded in selling it, the County must apply for a tax deed two years afterApril 1 of the year of issuance. The County pays costs and fees to the Tax Collector but not anyamount to redeem any other outstanding certificates covering the land. Thereafter, the property isadvertised for public sale.

    In any such public sale conducted by the Clerk of the Circuit Court, theprivate holder of thetax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimumbid equal to the amount required to redeem the tax certificate, charges for thecost of sale,redemption of other tax certificates on the land, and the amount paid by such holder in applying forthe tax deed, plus interest thereon. In the case of homestead property, the minimum bid is alsodeemed to include, in addition to the amount of money required for the minimum b

    id on non-homestead property, an amount equal to one-half of the latest assessed value ofthe homestead. Ifthere are no higher bids, the holder receives title to the land, and the amountspaid for the certificateand in applying for a tax deed are credited toward the purchase price. If thereare other bids, theholder may enter the bidding. The highest bidder is awarded title to the land. The portion ofproceeds of such sale needed to redeem the tax certificate, and all other amounts paid by such personin applying for a tax deed, are forwarded to the holder thereof or credited to such holder if such

    holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liensagainst the land and then to the former title holder of the property (less service charges), lienholderof record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholder andany other person to whom the land was last assessed on the tax roll for the yearin which the landwas assessed, all as their interest may appear.

    Except for certain governmental liens and certain restrictive covenantsand restrictions, noright, interest, restriction or other covenant survives the issuance of a tax de

    ed. Thus, for example,outstanding mortgages on property subject to a tax deed would be extinguished.

    If there are no bidders at the public sale, the County may at any time within ninety (90) daysfrom the date of offering for public sale, purchase the land without further notice or advertising for astatutorily prescribed opening bid. After ninety (90) days have passed, any person or governmentalunit may purchase the land by paying the amount of the opening bid. Ad valorem t

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    axes and non- advalorem assessments accruing after the date of public sale do not require repetition of the biddingprocess but are added to the minimum bid. Three years from the date of delinquency, unsold landsescheat to the county in which they are located and all tax certificates and liens against the propertyare canceled and a deed is executed vesting title in the governing board of suchcounty.

    Pursuant to the Indenture, if any property is offered for sale for the nonpayment of any Series2008A Special Assessments, and no person purchases the same for an amount at least equal to thefull amount due on the Series 2008A Special Assessments, the Issuer shall purchase the property foran amount equal to the balance due on the Series 2008A Special Assessments (principal, interest,penalties and costs, plus attorneys' fees, if any) from any legally available funds of the Issuer. TheIssuer will thereupon receive title to the subject property for the benefit of the Owners of the Series2008A Bonds and, either through its own actions or the actions of the Trustee, shall lease or sell

    such property and deposit all of the net proceeds of any such sale or lease intothe applicableAccounts and subaccounts created for the Series 2008A Bonds in the Revenue Fundcreated underthe Indenture and applied in accordance therewith. It should be noted that it isunlikely the Issuer

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    will ever have sufficient funds to complete any purchases of property offered for sale for thenonpayment of Series 2008A Special Assessments.

    Foreclosure

    Commencing with the 2008 calendar year for taxes due November 1, 2008 and thereafter, theIssuer has covenanted to collect the Series 2008A Special Assessments through the UniformMethod. If for some reason in the future the Issuer is unable to collect the Series 2008A SpecialAssessments through the use of the Uniform Method, and, instead, the Issuer directly levys andenforces the collection of the Series 2008A Special pursuant to Chapters 170 and190 and Section197.3631, Florida Statutes, then the foreclosure procedures in this paragraph will be applicable.Chapter 170.10, Florida Statutes provides that upon the failure of any propertyowner to pay all orany part of the principal of a special assessment or the interest thereon, whendue, the governingbody of the entity levying the assessment is authorized to commence legal procee

    dings for theenforcement 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 estatemortgage, or commencement of an action under Chapter 173, Florida Statutes, relating to foreclosureof municipal tax and special assessment liens. Any foreclosure proceedings to enforce payment ofthe Series 2008A Special Assessments may proceed under the provisions of Chapter173, FloridaStatutes, which provides that after the expiration of one year from the date anyspecial assessment or

    installment thereof becomes due, the Issuer may commence a foreclosure proceeding against thelands upon which the assessments are liens. Such a proceeding is in rem, meaningthat it is broughtagainst the land and not against the owner.

    Tax Levies and Collections

    The following table summarizes real property taxes levied and collectedfor the County forthe ten (10) fiscal years ending September 30, 2006.

    [This Space Intentionally Left Blank]

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    Date

    Levy99.7%

    99.599.3

    99.899.7

    99.799.6 99.6

    99.799.8

    to

    of

    Percentage

    Collections

    ount

    Total

    Am

    $325,528,178361,942,026386,064,136

    422,229,847451,949,467

    499,742,790542,171,572

    606,326,239 685,200,765 800,033,319

    Levy

    776,677853,117

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    694,806112,364

    002,519562,047

    313,225831,406

    839,706 803,590

    Colle

    ctions Subsequent

    $1,1,

    2,2,

    1,1,

    Year

    of

    1997-2006Levy

    30,

    Levy

    Year

    of99.2%99.0

    99.199.3

    99.399.4

    99.399.5

    99.699.7

    PercentageFLORIDA COLLECTIONS

    Current

    ofAND

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    ountSEPTEMBER

    369,330

    494,833361,059

    229,729COUNTY,

    Am

    $323,751,501360,088,909385,

    420,117,483449,946,948

    498,180,743540,858,347605,

    684,799,

    Collections

    LEVIES

    ENDED

    BEACH TAX

    383

    Leviedthe Year

    Net

    703,914

    072,733090,634

    031,948

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    491,374

    forPALM

    YEARSTaxes

    Fiscal $326,507,363,

    388,675,924423,

    453,501,

    544,608,615,978

    686,941,630801,336,646

    PROPERTY

    FISCAL

    ent

    Early

    DiscountsFor Paym

    $11,644,079 13,065,109 13,978,254

    15,306,21016,233,904

    18,013,05619,651,559

    22,122,81025,117,366

    30,533,941

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    Florida

    Leviedthe

    Year

    Gross

    for

    County,

    Taxes

    Fiscal$338,151,462

    376,769,023 402,

    654,178 438,378,943 469,324,538519,045,004

    564,142,933630,738,788

    712,058,996831,870,587

    Beach

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    30

    Palm

    Yearber

    Ended

    19971998

    19992000 2

    001 20022003

    20042005

    2006

    Fiscal

    __________________________ Source:

    Septem

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    18

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    Neither the Issuer nor the Underwriter can give any assurance to the Holders of the Series2008A Bonds: (i) that the past experience of the County with regard to tax delinquencies as shownabove is indicative in any way of future delinquencies in payment of taxes relating to property in theDistrict or in payment of the Series 2008A Special Assessments securing the Series 2008A Bonds;and (ii) that future landowners and taxpayers in the District will pay such Series 2008A SpecialAssessments.

    Enforcement of the obligation to pay Series 2008A Special Assessments and the ability toforeclose the lien created by the failure to pay Series 2008A Special Assessments may not be readilyavailable or may be limited as such enforcement is dependent upon judicial action which is oftensubject to discretion and delay.

    BONDHOLDERS' RISKS

    There are certain risks inherent in an investment in bonds secured by no

    n-ad valoremassessments issued by a public authority or governmental body in the State of Florida. Certain ofthese risks are described in the preceding section entitled "ENFORCEMENT OF ASSESSMENTCOLLECTIONS." Certain additional risks are associated with the Series 2008A Bonds offeredhereby. This section does not purport to summarize al risks that may be associated with purchasingor owning the Series 2008A Bonds and prospective purchasers are advised to readthis LimitedOffering Memorandum in its entirety for a more complete description of investment considerations

    relating to the Series 2008A Bonds.

    (1) Payment of the Series 2008A Special Assessments securing theSeries 2008A

    Bonds is dependent upon their timely payment by the Landowners. In the event of the

    institution of bankruptcy or similar proceedings with respect to any ofthe Landowners or

    any other subsequent significant owner of property within the District,delays will most

    likely occur in the payment of the Debt Service Requirements on the Series 2008A Bonds as

    such bankruptcy could negatively impact the ability of: (i) the Landowne

    rs and any otherlandowner being able to pay the Series 2008A Special Assessments; (ii) t

    he Issuer toforeclose the lien on the Series 2008A Special Assessments if the Unifor

    m Method is notused; or (iii) Palm Beach County to sell tax certificates in relation to

    such property (in thecase of (iii) to the extent that any portion of the Series 2008A Special

    Assessments are beingcollected by the Uniform Method). In addition, the remedies available to

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    the BeneficialOwners of the Series 2008A Bonds upon an Event of Default under the Inde

    nture are inmany respects dependent upon judicial actions which are often subject to

    discretion anddelay. Under existing constitutional and statutory law and judicial deci

    sions, during abankruptcy of any of the Landowners, the remedies specified by federal,

    state and local lawand in the Indenture and the Series 2008A Bonds, including, without, enf

    orcement of theobligation to pay the Series 2008A Special Assessments may not be readil

    y available or maybe limited. The various legal opinions to be delivered concurrently with

    the delivery of theSeries 2008A Bonds (including Bond Counsel's approving opinion) will be

    qualified as tothe enforceability of the various legal instruments by limitations impos

    ed by bankruptcy,reorganization, insolvency or other similar laws affecting the rights of

    creditors enactedbefore or after such delivery. The inability, either partially or fully,

    to enforce remediesavailable respecting the Series 2008A Bonds could have a material advers

    e impact on theinterest of the Beneficial Owners thereof. The failure of a landowner topay the required

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    Series 2008A Special Assessments on its property will not result in an increasein the amountof Series 2008A Special Assessments other landowners are or would be required topay.

    (2) The principal security for the payment of the principal of and interest on theSeries 2008A Bonds is the timely collection of the Series 2008A Special Assessments. TheSeries 2008A Special Assessments do not constitute a personal indebtedness of the ownersof the land subject thereto, but are secured only by a lien on such land. Thereis noassurance that the owners of this land will be able to pay the Series 2008A SpecialAssessments or that they will pay such Series 2008A Special Assessments even thoughfinancially able to do so. Beyond legal delays that could result from bankruptcy, the abilityof the County to sell tax certificates (if the Uniform Method is used by the Issuer) will bedependent upon various factors, including the interest rate which can be earnedby ownership

    of such certificates and the value of the land which is the subject of such certificates andwhich may be subject to sale at the demand of the certificate holder after two years. Thedetermination of the benefits to be received by the land within the District asa result ofimplementation and development of the Series 2008A Project is not indicative oftherealizable or market value of the land, which value may actually be higher or lower than theassessment of benefits. In other words, the value of the land could potentiallybe ultimatelyless than the Series 2008A Special Assessments levied thereon. To the extent tha

    t therealizable or market value of the land is lower than the assessment of benefits,the ability ofthe County to sell tax certificates relating to such land may be adversely affected (to thatextent that any portion of the Series 2008A Special Assessments are being collected by theUniform Method). Such adverse effect could render the Issuer unable to collect delinquentSeries 2008A Special Assessments, if any, and could negatively impact the ability of theIssuer to make the full or punctual payment of the Debt Service Requirements onthe Series

    2008A Bonds. The payment of the annual Series 2008A Special Assessments and theabilityof the Tax Collector to sell tax certificates or the Issuer to foreclose the lien of the unpaidtaxes, including the Series 2008A Special Assessments, may be limited by bankruptcy,insolvency, or other laws generally affecting creditors' rights or by the laws of the Staterelating to court foreclosure. Bankruptcy of a property owner will most likely also result in a

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    delay by the Tax Collector or the Issuer in prosecuting court for


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