MINUTES OF MEETING EDEN HILLS
COMMUNITY DEVELOPMENT DISTRICT

An Organizational meeting of the Board of Supervisors of the Eden Hills Community Development District was held Friday, November 1, 2019 at 2:30 p.m. at 346 E. Central Ave., Winter Haven, FL 33880.

Present and constituting a quorum:

Rennie Heath Lauren Schwenk Matthew Cassidy

Also present were: Jill Burns
Roy Van Wyk
Ashton Bligh via phone Dennis Wood via phone Patrick Marone

Chairman
Vice Chairman Assistant Secretary

District Manager, GMS Hopping Green & Sams Greenberg Traurig
Wood & Associates Engineering Developer

FIRST ORDER OF BUSINESS
Call to Order

Introduction

Ms. Bums called the meeting to order and called the roll.

Public Comment Period
There were no members of the public present for the meeting.

Oath of Office
Ms. Bums swore in the three supervisors listed above prior to the meeting. Jack Berry and Andrew Rhinehart will be sworn in at the next meeting.

SECOND ORDER OF BUSNESS	Organizational Matters
Confirmation of Notice of Meeting
Ms. Bums stated this meeting was advertised in the newspaper and the affidavit of publication was included in the agenda package.

Information on Community Development Districts and Public Official Responsibilities and Florida Statutes Chapter 190
Ms. Bums stated that they have provided the board members with information on Community Development Districts and with information on being a public official. They have also provided them with a copy of Chapter 190 of the Florida Statutes.

Election of Officers
Resolution 2019-01 Appointing Officers

On MOTION by Mr. Heath, seconded by Mr. Cassidy, with all in favor, Resolution 2019-01 Appointing Officers, with Mr. Heath as Chairman, Ms. Schwenk as Vice Chairman, Mr. Berry as Assistant Secretary, Mr. Cassidy as Assistant Secretary, Mr. Rhinehart as Assistant Secretary, Ms. Bums as Secretary, and Mr. Flint as Assistant Secretary, was approved.

Ms. Burns stated included in your agenda package is Resolution 2019-01, which designates the officers for the District. Mr. Rennie Heath was appointed as Chairman, Lauren Schwenk was appointed as Vice Chairman, and the other three supervisors, Jack Berry, Matthew Cassidy, and Andrew Rhinehart, were appointed as Assistant Secretaries. Ms. Jill Bums was appointed as Secretary, and George Flint was appointed as Assistant Secretary .

Resolution 2019-02 Appointing Treasurer & Assistant Treasurer

On MOTION by Ms. Schwenk, seconded by Mr. Heath, with all in favor, Resolution 2019-02 Appointing Mr. Lovera as Treasurer, and Ms. Burns as Assistant Treasurer, was approved.

Ms. Bums stated included in the agenda package was Resolution 2019-02 designating the Treasurer and Assistant Treasurer which aUows the processing of checks. The Board appointed Arie] Lovera as Treasurer, and Jill Bums as Assistant Treasurer.

THIRD ORDER OF BUSINESS	Retention of District Staff
Consideration of Contract for District Management Services
Resolution 2020-03 Appointing District Manager
Ms. Burns stated included in your agenda package is a contract with Governmental Management Services to provide District Management Services.

On MOTION by Ms. Schwenk, seconded by Mr. Heath, with alJ in favor, Resolution 2020-03 and the Contract with GMS to Provide District Management Services, was approved.

Consideration of Contract for District Counsel Services
Resolution 2020-04 Appointing District Counsel
Ms. Burns stated included in your agenda package is an engagement letter from Hopping Green & Sam, as well as their fees, as the legal counsel representing the firm.
On MOTION by Mr. Heath, seconded by Mr. Cassidy, with all in favor, Resolution 2020-04 and the Engagement Letter with Hopping Green & Sams to Provide District Counsel Services, was approved.

Resolution 2020-05 Selection of Registered Agent and Office

On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, Resolution 2020-05 Selecting Hopping, Green & Sams as the Registered Agent and Office, was approved.

Ms. Burns stated that this resolution names Roy Van Wyk as the registered agent and designates Hoping Green and Sams as the registered office.

Resolution 2020-06 Appointing Interim District Engineer
Ms. Burns stated this would appoint Wood & Associates as the Interim District Engineer.

On MOTION by Ms. Schwenk, seconded by Mr. Heath, with all in favor, Resolution 2020-06 Appointing Wood and Associates as the Interim District Engineer, was approved.

Their fee schedule was attached to the agenda.

Consideration of Interim District Engineering Agreement
Ms. Bums stated this agreement is for engineering services, also naming Wood & Associates, and a form of the agreement they will send to them.

On MOTION by Ms. Schwenk, seconded by Mr. Cassidy, with an in favor, the Interim District Engineer Agreement with Wood & Associates, was approved.

Request Authorization to Issue RFQ for Engineering Services

On MOTION by Ms. Schwenk, seconded by Mr. Heath, with all in favor, Authorization of Staff to Issue an RFQ for Engineering Services, was approved.

Ms. Bums suggested the due date as December 61h, that would give them enough time to advertise and get proposals back, and consider them at the December meeting.

FOURTH ORDER OF BUSINESS	Designation of Meetings and Hearing
Dates
Consideration of Resolution 2020-07 Designation of Regular Monthly Meeting Date, Time and Location for Fiscal Year 2020
Ms. Bums stated the suggestion would be for the third Thursday of the month at 10:00

On MOTION by Mr. Cassidy, seconded by Ms. Schwenk, with all in favor, Resolution 2020-07 Designating the Regular Board Meetings to be held on the 3rd Thursday of each month at 10:15 a.m., at 346 E. Central Avenue, Winter Haven, Florida, was approved.

a.m. for the proposed meeting schedule to hold the regular meetings. Suggestion was made by board members to change the meeting time to 10:15 a.m.

Consideration of Resolution 2020-08 Designation of Landowner's Meeting Date, Time and Location

On MOTION by Ms. Schwenk, seconded by Mr. Cassidy, with an in favor, Resolution 2020-08 Designating the Landowners Meeting for December 19, 2019 at 10:15 a.m. at 346 E. Central Ave., Winter Haven, Florida was approved.

Ms. Bums suggested December 19th at 10:15 a.m., which would be the regular monthly meeting in December.

Designation of Date of Public Hearing to Adopt Rules of Procedure  in  accordance with Section 120.54, Florida Statutes
Consideration of Resolution 2020-09 Setting a Public Hearing to
Consider the Proposed Rules of the District
Rules of Procedure (provided under a separate cover)

On MOTION by Mr. Heath, seconded by Mr. Cassidy, with all in favor, Resolution 2020-09 Setting a Public Hearing to Adopt the Rules of Procedure for December 19, 2019 at 10:15 a.m. at 346 E. Central Ave., Winter Haven, FL was approved.

Ms. Burns suggested December 19, 2019 at 10:15 a.m., giving them enough time to advertise for that hearing.

Designation of Dates of Public Hearing on the Budget for Fiscal Year 2020
Consideration of Resolution 2020-10 Setting the Public Hearing and Approving the Proposed Fiscal Year 2020 Budget
Ms. Bums stated they need 60 days to send to the city or county, and suggested January 16, 2020 at I0: 15 a.m., which would be the regular January meeting. The budget was included for the board's review.

On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, Resolution 2020-10 Setting a Public Hearing Date to Approve the Fiscal Year 2020 Budget for January 16, 2020 at I 0:15 a.m. at 356
E. Central Ave., Winter Haven, Florida, was approved.

Approval  of the Fiscal Year 2019/2020 Developer Funding Agreement
This item was not discussed. From the meeting notes-On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, the Fiscal Year 2020 Developer Funding Agreement with JMBJ Real Estate, LLC, was approved.

Resolution 2020-11 Setting Date of Public Hearing Expressing the District's Intent to Utilize the Uniform Method of Levying, Collecting and Enforcing Non Ad Valorem Assessments in accordance with Section 197.3632, Florida Statutes
Ms. Burns suggested December 19th at 10:15 a.m. for the public hearing.

On MOTION by Ms. Schwenk, seconded by Mr. Cassidy , with all in favor, Resolution 2020-11 Setting December 19, 2019 at 10:15 a.m. at 346 E. Central Ave., Winter Haven, Florida as the Public Hearing Date for Expressing the District's Intent to Utilize the Uniform Method of Levying, Collecting and Enforcing Non-Ad Valorem Assessments, was approved.

FIFTH ORDER OF BUSINESS	Other Organizational Matters
Resolution 2020-12 Designating a Qualified Public Depository
Ms. Burns noted this is the bank account for the general fund. She recommended SunTrust

On MOTION by Ms. Schwenk, seconded by Mr. Cassidy,with all in favor, Resolution 2020-12 Designating SunTrust Bank as the District Depository, was approved.

Bank.

Resolution 2020-13 Authorization of Bank Account Signatories

On MOTION by Mr. Cassidy, seconded by Ms. Schwenk, with all in favor, Resolution 2020-13 Authorizing  Jill Burns and George Flint as Bank Account Signatories, was approved.

Ms. Burns stated that the signatories would be herself and George Flint.

Consideration of Resolution 2020-14 Relating to Defense of Board Members

On MOTION by Mr. Heath, seconded by Mr. Cassidy, with all in favor, Resolution 2020-14 Relating to Defense of Board Members, was approved.

Ms. Burns noted that this resolution states that if some legal action was taken against you in your capacity as a board member, the District has the duty to publicly defend you.

Consideration of Resolution 2020-15 Authorizing District Counsel to Record in the Property Records of Polk County the "Notice of Establishment" in accordance with Chapter 190.0485, Florida Statutes

Ms. Bums stated Resolution 2020-15 authorizes District Counsel to record the notice of establishment in the County. Ms; Schwenk noted the corrected spelling of Berry with an  'e'  not an ' a' .

On MOTION by Ms. Schwenk, seconded by Mr. Cassidy, with all in favor, Resolution 2020-15 Authorization for District Counsel to Record in the Property Records of Polk County the Notice of Establishment in Accordance with Chapter 190.0485, Florida Statutes, was approved.

Consideration of Resolution 2020-16 Adopting Investment Guidelines

On MOTION by Ms. Schwenk, seconded by Mr. Heath, with all in favor, Resolution 2020-16 Adopting Investment Guidelines, was approved.

Ms. Burns stated that the resolution outlines the four options to invest any public funds that are in excess amounts from the operating expenses, and outlines where they can invest those funds.

Consideration of Resolution 2020-17 Authorizing Execution of Public Depositor Report
Ms. Bums stated this resolution would authorize the District Manager or Treasurer to execute or file the public depositor report.

On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, Resolution 2020-17 Authorizing Execution of Public Depositor Report, was approved.

Consideration of Resolution 2020-18 Designating a Policy for Public Comment

On MOTION by Ms. Schwenk, seconded by Mr. Cassidy, with all in favor, Resolution 2020-18 Designating a Policy for Public Comment, was approved.

Ms. Bums stated this outlines a public comment policy that would be in place if they have members of the public present.

Consideration of Resolution 2020-19 Adopting a Travel and Reimbursement Policy

On MOTION by Ms. Schwenk, seconded by Mr. Cassidy, with all in favor, Resolution 2020-19 Adopting a Travel and Reimbursement Policy, was approved.

Ms. Bums stated this is in with State Statutes on the fees and rates at which they can reimburse.

Consideration of Resolution 2020-20 Adopting Prompt Payment Policy

On MOTION by Mr. Cassidy, seconded by Mr. Heath, with all in favor, Resolution 2020-20 Adopting Prompt Payment Policy, was approved.

Ms. Burns stated that in the agenda package is Resolution 2020-20.

Consideration of Resolution 2020-21 Adopting a Records Retention Policy
Ms. Burns stated Resolution 2020-21 adopts a records retention policy. There was a memo from Hopping Green & Sams that outlines the two options available. Option I allows them  to adopt the Florida Records Retention schedules which means they can get rid of records or destroy records based on the schedules outlined in the bond documents and by Florida Law. The second option they have to retain all district records. Ms. Bums suggested Option I that allows them to destroy based on Statute and based on the schedules as required.

On MOTION by Ms. Schwenk, seconded by Mr. Heath, with all in favor Resolution 2020-21 Adopting Records Retention Policy Option 1, was approved.

Consideration of Compensation to Board Members
Ms. Bums stated under Chapter 190 of the Florida Statues; board members are entitled to receive compensation for $200 per meeting for being a board member. All board members elected to receive compensation. No motion was needed.

Resolution 2020-22 Selecting District Records Office Within Polk County

On MOTION by Ms. Schwenk, seconded by Mr. Cassidy, with all in favor, Resolution 2020-22 Selecting the Local District Records Office at 346 E. Central Ave., Winter Haven, Florida, was approved.

Ms. Bums suggested selecting the address of 346 Central Ave., Winter Haven, Florida as the local records office.

Resolution 2020-23 Designating the Primary Administrative Office and Principal Headquarters of the District
Ms. Bums stated the primary Administrative Office would be her office in Orlando. The Principal Headquarters office will be 346 E. Central Ave., Winter Haven, Fl.

On MOTION by Ms. Schwenk, seconded by Mr. Cassidy, with all in favor, Resolution 2020-23 Designating the Primary Administrative Office as Ms. Burns' office in Orlando and the Principal Headquarters of the District at 346 E. Central Ave., Winter Haven, Florida, was approved.

Consideration of Website Services Agreement
Ms. Burns stated this was with VGlobal Tech and there were several options outlined. She suggested Option I, which would be just the creation of the website only.
On MOTION by Mr. Heath, seconded by Mr. Cassidy, with all in favor, the Global Tech Website Services Agreement, was approved.

Authorization to Prepare Public Facilities Report in Accordance with Chapter
189.08 Florida Statutes to Coincide with Special District Filing Date for Hillsborough County

On MOTION by Ms. Schwenk, seconded by Mr. Cassidy, with all in favor, the Public Facilities Report in Accordance with Chapter
189.08 Florida Statutes to Coincide with Special District Filing Date for Hillsborough County, was approved.

Ms. Burns stated Chapter 189 of the Florida Statutes requires the District to prepare a Public Facilities Report and file it with the County. This authorizes staff to prepare that report.

SIXTH ORDER OF BUSINESS	Capital Improvements
Appointment of Financing Team
Bond Counsel
Ms. Burns stated included in your agenda package is an engagement letter from Greenberg Traurig to provide bond counsel services. Fees are outlined for the initial series of bonds for
$48,000. Each subsequent issuance would be $45,000.

On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, the Agreement with Greenburg Traurig to Serve as Bond Counsel, was approved.

Investment Banker

On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, the Agreement with FMS Bonds, was approved.

Ms. Bums stated this is with FMS Bonds.

Assessment Administrator
Ms. Bums stated this was covered in GMS's management contract , no motion was needed since it was already approved.

Trustee

On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, the Proposal from US Bank to Serve as the Trustee was approved.

Ms. Burns stated they have a proposal from Stacey Johnson at US Bank to serve as the Trustee. Their fees were the same as the others.

Approval of Financing Team Funding Agreement

On MOTION by Ms. Schwenk, seconded by Mr. Cassidy, with all in favor, the Financing Team Funding Agreement with JMBI, was approved.

Ms. Burns stated this is an agreement that JMBI Real Estate will agree to fund the financing of the bonds.

SEVENTH ORDER OF BUSINESS	Financing Matters
Consideration of Engineer's Report
Mr. Wyk stated the estimated costs come to almost $17 million dollars for construction. He noted that Ms. Bums figured it would be around $22 million to fund it. He noted they are going to try and validate $25 million.
Mr. Wood noted there is an estimate of 739 lots for the subdivision and noted  they  were all single family lots. There will be 142 lots in Phase 1, 242 lots in Phase 2, 189 lots in Phase 3,

and 166 lots in Phase 4. The estimated cost for infrastructure based on previous projects is
$16,950,000.
Mr. Wood noted the improvements funded by the district are the roads, utilities, amenity center, and the off-site improvements that are necessary for the road lane. The off-site improvements amount includes off-site utilities. Mr. Wyk asked if the costs outlined in the report are reasonable for the area that the improvements are to be constructed, and Mr. Wood answered yes. Mr. Wyk asked if the improvements can be constructed as outlined in the report, and Mr. Wood answered yes. Mr. Wyk asked if the costs are fairly and reasonably apportioned across the products within the district, and Mr. Wood answered yes.

Consideration of Assessment Methodology
Ms. Burns stated the Master Assessment Methodology allocates the debt incurred by the district to the benefitting properties within the district based on the special benefits that they receive from the capital improvements that Mr. Wood outlined in his report. Table l shows the ERU's, there are 739 units that are similar lot type so they all receive the same benefit. Table 2 is the capital improvement plan that Mr. Wood outlined. Table 3 is the bond sizing, showing they would need $22 million to generate the construction funds needed in order to complete the projects outlined in the capital improvement plan. Table 5 is the allocation of the par debt to each product type. There is a total par debt per unit of $29,770. Table 6 is the net and gross annual assessment per unit, that is $2,163. The gross annual debt assessment per unit is $2,326. Table 7 is the preliminary assessment roJl and outlines the parcels contained within the boundary of the district and the owners as well as the per debt allocated by acre. The report shows two property owners, Jack M. Berry Inc., and Lucerne Park Investments, LLC.
Mr. Wyk asked if it was Ms. Burns professional opinion that the benefit received by the parcels is at least equal or greater than the burden placed on the parcels. Ms. Burns answered yes. Mr. Wyk asked if it was her opinion that the assessments would be fairly and reasonably apportioned across the product types within the district. Ms. Burns answered yes. Mr. Wyk asked if it would be reasonable for an amount over $22,000,000 perhaps $25,000,000 to be validated in order to capture any additional costs that may be unaccounted for. Ms. Burns answered yes.

Consideration of Resolution 2020-24 Authorizing the Issuance of Bonds and Authorizing the Commencement of Validation Proceedings
Ms. Bligh stated Resolution 2020-24 is the first step in the bond issuance process. She noted they will bring back to the board the delegation resolution which will detail a series of bonds the district intends to issue. This resolution authorizes an amount not to exceed $25 million in special assessment bonds in one or more series to pay for certain projects. Those projects are described  in the Master Engineer's Report. She noted that chapter 75 requires that any bonds with a maturity beyond 5 years must be validated. Under Section 8, district counsel and  bond  counsel to the district are authorized and directed to proceed with validation in court. Section 190 also requires an issuance of bonds be secured by a Trust Agreement. Under Section 7, the district appoints US Bank to be the Trustee on any series of bonds.

On MOTION by Mr. Heath, seconded by Mr. Cassidy, with all in favor, the Resolution 2020-24 Authorizing the Issuance of Bonds and Authorizing the Commencement of Validation Proceedings, was approved.

Consideration of Resolution 2020-25 Declaring Special Assessments and Approval of Assessment Methodology

On MOTION by Mr. Heath, seconded by Mr. Cassidy, with all in favor, the Resolution 2020-25 Declaring Special Assessment and Approval of Assessment Methodology, was approved.

Mr. Wyk noted that they are adopting the Engineer's report. They are adopting the Assessment Methodology report to be used in conjunction with the Engineer's Report. They are authorizing staff to commence the assessment process. This would be the first step of the three. The first resolution that they are going to ask the board to approve is declaring special assessments and then they will move on to setting a public hearing on those special assessments, and then ultimately proposing those special assessments based on what the board determines at their final hearing.

FL.

Consideration of Resolution 2020-26 Setting Public Hearing for Special Assessments
Ms. Burns suggested December 19th at I 0:15 a.m. at the 346 Central Ave., Winter Haven,

On MOTION by Ms. Schwenk, seconded by Mr. Heath, with all in favor, Resolution 2020-26 Setting Public Hearing for Special Assessments for December 19, 2019, at 10:15 a.m. atE. Central Ave., Winter Haven, FL, was approved.

EIGHTH ORDER OF BUSINESS
Staff Reports
Attorney
There being none, the next item followed.

Other Business

Manager
There being none, the next item followed.

Supervisors Requests
There being none, the next item followed.

Approval of Funding Request No. 1

On MOTION by Mr. Heath, seconded by Mr. Cassidy, with all in favor, the Funding Request No. 1, was approved.

Ms. Bums stated this would provide the funds to open the account and do all the ads for the assessment hearings and general monthly expenses .

NINTH ORDER OF BUSINESS	Adjournment

On MOTION by Mr. Heath, seconded by Mr. Cassidy, with all in favor, the meeting was adjourned at 3:02 p.m.

Ms. Burns adjourned the meeting at 3:02 p.m.