MINUTES OF MEETING NORTH POWERLINE ROAD
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the North Powerline Road Community Development District was held on Wednesday, February 23, 2022 at 1:00 p.m. at 346 East Central Ave., Winter Haven, Florida.

Present and constituting a quorum:

Rennie Heath	Chairman
Patrick Marone	Assistant Secretary
Kevin Chinoy	Assistant Secretary Also present were:
Jill Burns	District Manager/GMS
Roy Van Wyk	KE Law
Ashton Bligh by Zoom	Greenberg Traurig
Bob Gang by Zoom	Greenberg Traurig
Heather Wertz by Zoom	District Engineer/Absolute Engineering

The following is a summary of the discussions and actions taken at the February 23, 2022 North Powerline Road Community Development District’s Regular Board of Supervisor’s Meeting.

FIRST ORDER OF BUSINESS	Roll Call
Ms. Burns called the meeting to order and called the roll. Three Board members were present in person constituting a quorum.

SECOND ORDER OF BUSINESS	Public Comment Period
No members of the public were present via Zoom or in person. There being no public comments, the next item followed.

THIRD ORDER OF BUSINESS	Approval of Minutes of the January 19,
2022 Board of Supervisors Meeting
Ms. Burns presented the January 19, 2022 meeting minutes and asked for any comments, corrections, or changes. The Board had no changes to the minutes.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, the Minutes of the January 19, 2022 Board of Supervisors Meeting, were approved.

FOURTH ORDER OF BUSINESS	Public Hearings
Public Hearing on the Imposition of Special Assessments on Boundary Amendment Parcels
Ms. Burns asked for a motion to open the public hearing. She noted the public hearing was advertised in the paper and mailed notice was sent to property owners.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, Opening the Public Hearing, was approved.

Presentation of Third Amended and Restated Engineer’s Report Dated February 2022
Ms. Wertz presented the amended Engineer’s report. She noted that the report is dated February 5, 2022 and amends the acreage of the third boundary amendment from 157.87 to 154.43. She noted it was modified to exclude the Blanton Out that was retained by the owner, and that was the only change to the report since it was previously presented. Mr. Van Wyk noted that they are working on the change in the legal description of Parcel 31 that was overly inclusive. They are in the process of correcting that legal description with the county, and they are waiting for a date for the hearing.
Mr. Wertz noted that the District will contain 1,868 single family lots and the cost for the infrastructure construction is $56,851,293.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, the Third Amended and Restated Engineer’s Report Dated February 2022, was approved.

Presentation of Amended and Restated Master Assessment Methodology
Ms. Burns presented the amended methodology. She noted that the Series 2020 bonds remain unchanged by the report. The methodology was amended to include the boundary amendment parcels as Ms. Wertz noted in her report. Table 1 shows the development program of 1,868 units in the community. The lot types include 20’ lots which are a townhome product type, 40’ lots, 50’ lots, 55’ lots, 65’ lots, and 80’ lots. Table 2 shows the cost estimate of $56,851,293. Table 3 shows a bond sizing of $73 million. Table 4 shows the improvement cost per unit for each product type. Table 5 shows the par debt per unit; 20’ lots are $24,186, 40’ lots are $48,372, 50’ lots are $60,466, 55’ and 65’ lots are $66,512, and 80’ lots are $96,745. Table 6 breaks down the net and gross annual debt assessments per unit. It is $1,757 for the 20’, $3,514 for the 40’, $4,393 for the 50’, $4,832 for the 55’ and 65’, and $7,028 for the 80’ lots. Table 7 shows the preliminary assessment roll and includes the platted lots that were already in the first bond issuance as well as the unplatted lands, it also includes the legal description that was updated in the engineer’s report. Mr. Van Wyk asked Ms. Burns if it was still her opinion that the assessments are fairly and reasonably apportioned across the acreage within the District, and Ms. Burns answered yes. Mr. Van Wyk asked if it was her opinion that the benefit received is equal to or exceeds the amount of assessment placed on the parcels by the methodology, and Ms. Burns answered yes. Mr. Van Wyk noted that the assessments are on a per acreage basis with an estimate of the unit counts within each parcel, so to the extent that the number of units changes or is modified in any way in a parcel, that these assessments are being placed on a per acre basis and would be adjusted at the time of the approval of a Supplemental Assessment Resolution for each of the parcels that are described
in the boundary amendment change. Ms. Burns confirmed that information is correct.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, the Amended and Restated Master Assessment Methodology, was approved.

Consideration of Resolution 2022-04 Levying Special Assessments on Boundary Amendment Parcels
Ms. Burns reviewed Resolution 2022-04. She noted that the resolution contains several findings including that the assessments are fairly and reasonably apportioned. It adopts the Engineer’s report and methodology that the Board approved. The Board had no questions on the resolution.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, Resolution 2022-04 Levying Special Assessments on Boundary Amendment Parcels, was approved.

Consideration of Fourth Amended and Restated Notice of Special Assessments
Ms. Burns noted that this will include the lien on the boundary amendment parcels. She asked for authorization for counsel to record.

On MOTION by Mr. Chinoy seconded by Mr. Heath, with all in favor, the Fourth Amended and Restated Notice of Special Assessments and Authorization for Counsel to Record the Notice, was approved.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, Closing the Public Hearing, was approved.

Public Hearing on the District’s Use of the Uniform Method of Levying, Collection & Enforcement of Non-Ad Valorem Assessments on Boundary Amendment Parcels Ms. Burns asked for a motion to open the public hearing. She noted that this public hearing
was advertised in the paper.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, Opening the Public Hearing, was approved.

Consideration of Resolution 2022-05 Expressing the District’s Intent to Utilize the Uniform Method of Collection on Boundary Amendment Parcels
Ms. Burns noted that Resolution 2022-05 allows them to use the Polk County tax collector’s office to collect their assessments when they are ready to do so.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, Resolution 2022-05 Expressing the District’s Intent to Utilize the Uniform Method of Collection on Boundary Amendment Parcels, was approved.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, Closing the Public Hearing, was approved.

FIFTH ORDER OF BUSINESS	Presentation	of	Engineer’s	Report	–
ADDED
Ms. Wertz presented the Engineer’s Report dated February 23, 2022. She noted that the report was updated to adjust the number of units per phase, specifically Phase 3 was modified from 206 down to 162 units, which is 44 less units. Phase 4 added one unit and went from 307 to 308. The total number of units is 1,825. The cost for the 1,825 lots remains $56,851,293.
Mr. Van Wyk asked Ms. Wertz if there was any reason that they couldn’t construct the improvements as outline in the report, Ms. Wertz answered no. Mr. Van Wyk asked if the numbers are good based on her experience with that number of units and that location, and Ms. Wertz answered yes.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, the Engineer’s Report dated February 23, 2022, was approved.

SIXTH ORDER OF BUSINESS	Presentation	and	Approval	of
Supplemental Assessment Methodology for AA2
Ms. Burns reviewed the methodology for AA2. She noted that this report allocates debt to properties based on the benefits they receive from the Capital Improvement Plan that Ms. Wertz reviewed in her Engineer’s report. This incorporates the changes to the unit counts and outlines an estimated bond sizing by FMS. Table 1 shows the total for the assessment area of 470 units; 162 in Phase 3, 300 townhome units in Phase 4, and 8 single family units in Phase 4. Table 2 shows the Phase 3 and Phase 4 costs for a total of $12,525,000. Table 3 shows a bond sizing of
$8,130,000. Table 4 shows the improvement cost per unit for each three product types. Table 5 shows the par debt per unit; Phase 3 single family units is $22,653, Phase 4 townhome lots is
$14,263, and Phase 4 single family units is $22,653. Table 6 shows the net and gross annual debt assessment per unit. The net annual debt assessment for the Phase 3 single family and Phase 4 single family are both $1,350 and the townhomes are $850. Table 7 shows the preliminary assessment roll, there are two property owners in the assessment area, CH Dev., and GLK Real Estate. The Board had no questions on the methodology.
Mr. Van Wyk asked for confirmation that they are placing assessment on a per acre basis rather than a unit count. The lien is being placed on a per acreage basis until such time that the number of units is determined, and Ms. Burns confirmed that is correct. Mr. Van Wyk asked if this

Supplemental Assessment Methodology was consistent with the original report, and Ms. Burns confirmed that is correct. Mr. Van Wyk noted that the only change would be the unit counts, and Ms. Burns answered yes, at the time of plat. Mr. Van Wyk asked if it was still her opinion that these assessments are fairly and reasonably apportioned across the acreage in the District. Ms. Burns answered yes. Mr. Van Wyk asked if the benefit is still equal to or greater than the assessment amount imposed upon the parcels by the assessment, and Ms. Burns answered yes, it is.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, the Supplemental Assessment Methodology for AA2, was approved.

SEVENTH ORDER OF BUSINESS	Consideration	of	Resolution	2022-06
Delegation Resolution
Ms. Bligh noted that this is the supplemental resolution that was contemplated when the Board adopted the original resolution back in 2018. This delegation resolution includes exhibit to certain documents. It is to sell one series of bonds in a not to exceed amount of $9,315,000. The District has determined at this time to issue its bonds with the primary purpose of providing funds to develop Phases 3 and 4 which are described in Schedule 1 attached to the resolution. The exhibits attached include a Second Supplemental Indenture, Bond Purchase Contract, Preliminary Limited Offering Memorandum, Rule 15c212 Certificate, and a Continuing Disclosure Agreement.
Ms. Bligh noted that under Section 4 Florida law requires certain findings so you do not have to do a public offering. Section 5 includes the parameters for the bonds. Any optional redemption for the bonds will be determined at pricing. The aggregate principal amount of the bonds shall not exceed the $9,315,000. The series bonds will have a final maturity not later than the maximum term allowed by Florida law which is 30 years of amortization. The price at which the bonds will be sold to the underwriter shall not be less than 98% of the aggregate amount of the bonds.
Mr. Van Wyk stated that Schedule 1 is consistent with the most recently discussed Engineer’s report. He noted that the Phase 3 lands now show 162 lots as opposed to what was discussed earlier in the agenda. This is consistent with the Supplemental Assessment Methodology

and the Engineer’s report that was amended to reflect the change in the lot counts as a result of the reduction in acreage within the District.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, Resolution 2022-06 Delegation Resolution, was approved.

EIGHTH ORDER OF BUSINESS	Consideration of Letter from FMS Bonds
for Underwriter Services
Ms. Burns noted this was for the coming up bond issuance. The Board had no questions on the engagement letter from FMS.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, the Letter from FMS Bonds for Underwriter Services, was approved.

NINTH ORDER OF BUSINESS	Consideration	of	Resolution	2022-07
Setting a Public Hearing on the Adoption of Amenity Policies and Rates
Ms. Burns suggested holding the public hearing on April 20, 2022 at 1:00 p.m. which is their regular monthly meeting date for April. She noted they did not have enough time to advertise for the March meeting. She stated that the facility will open on March 14, 2022. The only rate included in the resolution is the non-resident user fee and replacement card fees.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, Resolution 2022-07 Setting a Public Hearing on the Adoption of Amenity Policies and Rates for April 20, 2022 at 1:00 p.m., was approved.

TENTH ORDER OF BUSINESS	Consideration of Conveyance Documents
for Horse Creek Phase 1 and Phase 2
Mr. Van Wyk stated that they are asking the Board to consider accepting the common areas for Phase 1 and Phase 2. The sample deed in the agenda shows the tracts they are considering, Tracts B1, B2, B3, C1, C2, C3, C4, along with lot 83. Lot 83 was platted and he believes it will be part of a right of way in the future. The District will take that portion of lot 83 now so they can

convey it later on or create a road through that lot in the future. They received confirmation from the developer that everything is ready to be turned over.
Mr. Van Wyk asked the Board to approve the conveyance document subject to final receipt of title letter from Developer’s Counsel.

On MOTION by Mr. Heath, seconded by Mr. Marone, with all in favor, the Conveyance Documents for Horse Creek Phase 1 and Phase 2, was approved subject to receipt of Title Letter from Developer’s Counsel.

ELEVENTH ORDER OF BUSINESS	Consideration	of	Equipment
Lease/Purchase	Agreement	for Playground Equipment (to be provided under separate cover)
The Board tabled this item to the next meeting.

TWELTH ORDER OF BUSINESS	Staff Reports
Attorney
Mr. Van Wyk noted he had nothing further to report.

Engineer
Ms. Wertz had nothing further to report.

Field Manager’s Report
Ms. Burns presented the field manager’s report to the Board.

Consideration of Proposal for Security System at Amenity
Ms. Burns presented the proposal for the security system at the amenity for 5 cameras totaling $5,900.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, the Proposal for Five Security Cameras, was approved.

District Manager’s Report
Approval of Check Register

Ms. Burns reviewed the check register. The Board had no questions.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, the Check Register, was approved.

Balance Sheet and Income Statement
Ms. Burns stated that these were included in the packet and no action was needed.

Discussion Regarding Insurance on Bridge
Ms. Burns noted that as they convey the common areas they add the fencing, wells, pumps for irrigation. She stated that they don’t usually insure roadways in the community but bridges are generally insured. Board discussion ensued on the amount they will insure, and they decided to get insurance coverage for $500,000.

On MOTION by Mr. Heath, seconded by Mr. Marone, with all in favor, Approving the Quote for Bridge Insurance for $500,000 in Coverage, was approved.

THIRTEENTH ORDER OF BUSINESS	Other Business
There being none, the next item followed.

FOURTEENTH ORDER OF BUSINESS	Supervisors Requests and Audience
Comments
There being none, the next item followed.

FIFTEENTH ORDER OF BUSINESS	Adjournment
Ms. Burns asked for a motion to adjourn.

On MOTION by Mr. Heath, seconded by Mr. Chinoy, with all in favor, the meeting was adjourned.

Secretary / Assistant Secretary	Chairman / Vice Chairman