PETITION TO MERGE THE MAIN STREET COMMUNITY DEVELOPMENT DISTRICT AND THE RIVERS EDGE COMMUNITY DEVELOPMENT DISTRICT

On July 28, 2010, the Florida Land and Water Adjudicatory Commission (“FLWAC” or “Commission”) received a petition to merge the Main Street Community Development District and the Rivers Edge Community Development District. The Commission will follow the requirements of Chapter 42-1, F.A.C., and Chapter 190, F.S., as amended, in ruling on this petition.

SUMMARY OF CONTENTS OF PETITION: The petition, filed by the Main Street Community Development District (“Main Street CDD”) and the Rivers Edge Community Development District (“Rivers Edge CDD”) (together, “Districts”), requests the merger of the Districts. On June 16, 2010, the Main Street CDD and the Rivers Edge CDD each adopted resolutions authorizing the process necessary to accomplish the merger and approving a Merger Agreement. The Merger Agreement, among other things, provides for: the filing of a petition; the intent that Rivers Edge CDD remain as the surviving district; the proper allocation of the indebtedness; and the manner in which debt is to be retired. The merger agreements are contained as Exhibits 1A and 1B to the petition. Main Street CDD currently covers approximately 89.9 acres of land located entirely within St. Johns County, Florida. Rivers Edge CDD currently covers approximately 4,086.6 acres of land located entirely within St. Johns County, Florida. Main Street CDD and Rivers Edge CDD are generally located in the RiverTown Development of Regional Impact. A general location map is provided in Exhibit 3 to the petition. The current metes and bounds descriptions of the external boundaries of the CDDs are set forth in Exhibit 4 to the petition. After merger, the surviving district will encompass a total of approximately 4,176.5 acres. The approval of the Merger Agreement and authorization to file the petition by the Districts’ Board of Supervisors constitutes consent of all landowners within the Districts.

SUMMARY OF ESTIMATED REGULATORY COSTS: The statement of estimated regulatory costs (SERC) supports the petition to merge the Main Street CDD and the Rivers Edge CDD. The complete text of the SERC is contained as Exhibit 9 to the petition. The requirements for a SERC are found in Section 120.541(2), F.S. A SERC must contain (a) a good faith estimate of the number of individuals and entities likely to be required to comply with the rule, together with a description of the types of individuals likely to be affected by the rule; (b) a good faith estimate of the costs to the agency, and to any other state and local government entities, of implementing and enforcing the proposed rule, and any anticipated effect on state or local revenues; (c) a good faith estimate of the transactional costs likely to be incurred by individuals and entities, including local governmental entities, required to comply with the requirements of the rule; (d) an analysis of the impact on small businesses as defined by Section 288.703, F.S., and an analysis of the impact on small counties and small cities as defined by Section 120.52, F.S.; (e) any additional information that the agency determines may be useful; and (f) any good faith written proposal submitted under section (a) and either a statement adopting the alternative or a statement rejecting the alternative in favor of the proposed rule. Addressing section (a), the proposed merged District, current property owners of lands within the boundaries of the proposed merged District, and future property owners are the principal entities that are likely to be required to comply with the rule. Under section (b), FLWAC and the State of Florida will incur administrative costs. St. Johns County may incur costs resulting from the initial review and on-going costs resulting from the on-going administration of the proposed merged District. There is a filing fee paid to St. Johns County to offset any costs it may incur. Adoption of the proposed rule to merge the boundaries of the Main Street CDD and the Rivers Edge CDD will not have any negative impact on State and local revenues. Addressing section (c), the operation and maintenance responsibilities assumed by St. Johns County will not vary from the original arrangements between the County and the existing Districts. The same public infrastructure previously planned for the existing Districts will also support the development of the land within the proposed merged District. All properties within the proposed merged District will be encumbered with obligations to pay for public infrastructure and operations and maintenance expenses incurred by the proposed merged District. However, no new costs are expected to arise as a result of the merger that would not have arisen under the existing Districts. The Districts originally planned to fund a capital improvement plan (CIP) for infrastructure development of lands within the Districts. The Districts have started construction of certain capital improvements, which will serve the initial phase of 922 residential units and 40,000 square feet of office/retail and commercial space totaling 120,000 square feet. Neither the scope or costs of the Districts’ CIP will be altered by the merger of the Districts. Assessments securing repayment of previous bond issuances will not be affected by the merger of the Districts. The proposed merged District will assume assessment collection and enforcement responsibilities from the existing Districts. The proposed merged District may issue future special assessments or other revenue bonds in order to raise funds for completion of infrastructure improvements. Under section (d), approval of the petition to merge the Main Street CDD and the Rivers Edge CDD will have no impact or a positive impact on small businesses. The petition to merge the Districts will not have an impact on small counties as St. Johns County is not a small county as defined by Section 120.52, F.S. Under section (e), the merger is expected to lead to the reduction or elimination of redundant meetings, paperwork, and expenses and is expected to produce direct cost savings to the proposed merged District. The proposed merged District will likely be able to reduce its non-ad valorem assessment collections and still achieve its goal of providing appropriate public infrastructure facilities and services.

A LOCAL HEARING WILL BE HELD AT THE TIME, DATE AND PLACE SHOWN BELOW:

DATE AND TIME:     Tuesday, October 26, 2010, 9:00 a.m.

PLACE:                     Airport Conference Center,

                                4730 Casa Cola Way

                                St. Augustine, Florida

(This hearing is not sponsored by the St. Augustine-St. Johns County Airport Authority, its staff or the airport.)

Any person requiring a special accommodation to participate in the hearing because of a disability should contact: Jonathan T. Johnson or Tucker F. Mackie, Hopping Green & Sams, 119 S. Monroe Street, Suite 300, Tallahassee, Florida 32301, (850)222-7500 at least two (2) business days in advance in order to provide sufficient opportunity to make appropriate arrangements.

Copies of the petition may be obtained by contacting: Jonathan T. Johnson or Tucker F. Mackie, Hopping Green & Sams, 119 S. Monroe Street, Suite 300, Tallahassee, Florida 32301, (850)222-7500 or Barbara Leighty, Executive Office of the Governor, The Capitol, Room 1801, Tallahassee, Florida 32399-0001, (850)487-1884.