MINUTES OF

ROLLING OAKS COMMUNITY

MEETING DEVELOPMENT

DISTRICT

The  regular  meeting

of

the	Board

of

Supervisors

of

the

Rolling

Oaks	Community

Development District was held Thursday,  September 13, 2018 at  12:00 p.m.  at the Heritage		
Crossing Community Center, 7715 Heritage Crossing Way, Reunion, Florida.		
Present and constituting a quorum were:			
John Chiste	Chairman		
Jared Bouskila			
	Vice		
Cora DiFiore	Chairman by telephone		
	Assistant		
Peter Brown	Secretary by telephone		
	Assistant Secretary		
Samir Y ajnik	Assistant Secretary		
Also present were:			
George Flint	District Manager		
Vivek Babbar	District Counsel		
Bruce Taylor			
	District		
Steve Sanford	Engineer by telephone		
	Bond		
Cynthia Strattum	Counsel by telephone		
	Resident		
FIRST ORDER OF BUSINESS	Roll Call		
Mr. Flint called the meeting to order and called the roll.		

SECOND

ORDER

OF

BUSINESS

Public Comment Period

There being none, the next item followed.

THIRD ORDER OF BUSINESS

Approval of the Minutes 2018 Meeting

of

the August  16,

On MOTION by

the  minutes  of

presented.

Mr. Chiste seconded by Mr. Brown with all in favor the August 16, 2018 meeting were approved as

FOURTH A.

ORDER OF BUSINESS Consideration of Supplemental

Financing Matters

Engineer's Report

September 13, 2018

Rolling Oaks

CDD

Mr. Flint stated the										
		most recent report is		of today,					
				dated as		September 13, 2018.  Bruce		
										
Taylor with David Schmitt & Associates is on the								
				phone.  Bruce, go over			
									Exhibit A and explain		
to the Board the											
	costs we are talking about,								
				Exhibit D, Phase 2 costs,		are the 400 single-		
								which			
family lots in the next phase defined as the 2018 Project.							
Mr.	Taylor	stated Exhibit A outlines the current		boundaries of the	District, the legal		

												
description is called "sketch of										
		description Community Development District proposed boundary		
description" and that is on the next four pages as Exhibit B.  The					
							acreage of that is approximately		
201.65 acres more or less.										
Mr.	Sanford										
		joined the meeting by telephone at this time.					
Mr.	Taylor	stated Exhibit D is the	summary	of estimated costs.	Steve had some minor		

											
comments and I have already made those changes.  Do we have to reissue this report?		
Mr.	Sanford stated I										
		haven't had a chance to	look at it.  I think you got most of them.  I		
							
suggest the	Engineer's Report be										
		approved in substantially	final form so if we		
										have to tweak it a		
little bit we can do that.										
	On		Brown seconded by Mr.	Chiste with all in favor		
	MOTION by Mr.				
	the supplemental Engineer's Report was approved in substantially		
	final form.										

B.

Consideration

of

Supplemental Assessment Methodology

	Mr.	Flint stated the next item is the Second Supplemental Assessment Methodology.  We		
					
originally prepared a Master Assessment Methodology for the entire project and then the first		
Supplemental									
				Methodology dealt with the Phase 1 the 500 single-family lots that were included in		
the	2016 project.  The Second Supplemental covers the next 400 single-family lots and what we		
			
are	calling the 2018 Project.  Table 1 is the development plan and reflects 400 vacation rental		
			
homes.  Table 2 is the project costs as defined in the						
							Engineer's Report you just		
											reviewed, the total		
of $12.3	million.  Table 3 is the bond sizing and this is subject to change based on the final pricing		
				
and terms  but we have  prepared a	bond  sizing	based on	interest  rate	assumptions,  30-year		

amortization, capitalized interest								
					through November 1,	2019, debt service			
										reserve of 1 year's max		
annual  debt  and  underwriters	discount  of 2%  and	based	on that the par  amount would be		

$13,080,000.	Table 4 shows you the							
						improvement cost per unit based on the improvement plan		
and the 400	units.  Table 5 shows the benefit cost per unit and Table 6 is the par debt per unit.		

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September 13, 2018

Rolling Oaks

CDD

Mr.	Chiste			
	stated the overall allocation will be each		
		home will carry a	
assessment as we			
	have in the first phase.			
Mr.	Flint stated if that is the goal then during pricing we will true	it up	
unit amount and the interest rates that are in place at the time.		

similar amount of

based on that per

On MOTION by Mr. Chiste seconded by Mr. Brown with all in favor the Supplemental Assessment Methodology Report was approved in substantially final form.

C.

Consideration

of

Resolution 2018-07 Bond Delegation

	Mr. Sanford	stated this resolution is the second resolution to be	adopted	by the Board in		

connection with the	issuance of the 2018 bonds in a principal amount not to				
													exceed $20 million.		
It does not permit the Board to issue $20 million in debt, that is the	maximum, not that it can't be		
											
issued but that would require further Board action.  This is what is called a delegation resolution		
because we set forth in the resolution certain parameters and when bonds are	priced if they fall		
																
within the parameters the Chairman or Vice	Chairman is authorized	to	sign a bond purchase		

contract	without having to go back to the Board.  The other thing this resolution is doing is		
				
approving the form	of certain	documents,  the bond purchase contract,  which is the contract		
							
between the District and the underwriter and that gets signed at the time the bonds are priced and		
it has certain	requirements that are necessary to have a successful closing, certain deliverables.		
					
Then			the draft of the													
there is														
				Preliminary Limited Offering Memorandum,	that is the document		
															
that is																	
used by the underwriter to market the bonds. Once the bonds are marketed that preliminary		
limited offering														
			memorandum gets filled in with all the price and terms and becomes a final limited		
offering memorandum that gets delivered to the									
								purchasers of the bonds.  The				
													third document is a		
continuing disclosure agreement and that is required under SEC rules and requires the District,		
GMS  as  the	dissemination  agent,  and  the  developer  to  provide  certain annual  information		
					
regarding the bonds and the development and certain material events such as the reserve account.		
The underwriter is required to have that	undertaking in the form of this agreement	before they are		

permitted to															
		underwrite the bonds. The last document is the Second Supplemental Trust Indenture.		
If you	will recall when we issued the bonds in 2016 for the first phase we had a Master Trust		
			
Indenture and a First Supplemental Indenture between the District and Regions Bank as your		
trustee.  Now that we are issuing the	second series of Phase 2, there	is	another Supplemental		

3

September 13, 2018

Rolling

Oaks

CDD

Indenture	required for this series of	bonds, which we are calling a	Second						
									
										Supplemental Indenture.		
All of these documents that I'm describing are in substantially final form, they need to be filled in		
when we	know the bond	terms and minor	adjustments that might be	necessary.	We are	not		

approving anything in final form.  The last thing are the							$20		
							parameters, you can't issue more than			
million in bonds, the bond yield may not exceed				be					
							6%, and if the bonds will		subject to optional		
														
redemption, which they likely will be there is a certain	amount of lockout period	in which the		
											
bonds can't be														
		redeemed sooner because the investors want some protection.	We	can't provide		
															
any more protection than													
			November 1, 203 5, I									
							suspect the lockout period						
										will be shorter than that.		
Why that is beneficial to the												
				District is if interest rates are lower that would						
										give you an opportunity		
to redeem the bonds	and	have a lower	interest rate.   The last	parameter	is the price that the		

underwriter will pay for the bonds,	which is 97 ½%,  they	buy the bonds	at that percentage of par		

and they turn	around	and	sell the	bonds at par and the	difference is the	compensation to the		

											
													
underwriter.  This allows the Methodology and			modified if necessary in		
							Engineer's Report to be			
connection with the pricing without a need for a Board meeting.								

On MOTION by Resolution 2018-

Mr. Chiste seconded by 07 was approved.

Mr.

Brown

with

all

in

favor

Mr.

Sanford

left

the

telephone conference at this time.

FIFTH ORDER OF BUSINESS	Consideration	of	Agreement  with	Berger		
							
		Toombs	Elam	Gaines  &	Frank  to	Provide		
		Auditing Services for Fiscal Year 2018		
	On								
	MOTION by Mr. Chiste seconded by Mr. Brown with all in favor			
	the engagement letter with Berger, Toombs,			Frank			
	to perform the Fiscal Year 2018		Elam, Gaines &				
		Audit was approved.					
							
SIXTH ORDER OF BUSINESS	Staff Reports						
A.	Attorney								

i.

Signage Easement Agreement

4

September

13,

2018

Rolling

Oaks

COD

Mr. Flint going to ratify it agenda.

stated I believe the Board had authorized if it had been executed but it appears it

it is

to be			
prepared and executed,		
not and we	will put this on		

we were the next

B.	Engineer

There being none, the next item followed.

C.	Manager

i.

Balance Sheet and Income Statement

A

copy

of

the balance sheet and income statement were included

in

the agenda package.

ii.

Ratification

of

Funding Request No.

11

		On									
			MOTION by Mr. Chiste						
						seconded by Mr. Brown	in favor		
		funding		11 in the amount of	with all			
			request no.						
							$13,368.23 was ratified.			
SEVENTH ORDER OF BUSINESS		Supervisor's Requests				
	Mr. Babbar stated									
			right now there is a stormwater pond that is adjacent to the hotel site,		
not within the District									
			boundaries but the pond is and it is anticipated the pond will be conveyed		
to the District once it is fully built out.  The developer had				
								requested that the			
									Board authorize staff		
to work with the developer									
			with respect to granting them an easement for that main pond, to make		
it a recreational pond and there might be boat docks or rental				
								spaces that will not	interfere with the		
												
perm.it or	the function of the stormwater pond.	It					
							will be an additional amenity for guests as well		
as the residents.	To the extent that we can with staff working with the developer once we get a		
					
firm	idea	as to what will be	going in there and once it is conveyed and have either a license		

agreement or easement agreement, some						
						sort of agreement				
								between the developer and the District		
that authorizes the									
			developer or their agents to control and monitor or administer the recreational		
facilities.											
	Mr. Flint stated					assume there would be language in there		
			whatever agreement that was I			
obligating the owner to maintain those	assets and I'm	assuming we will have some insurance		

requirements as well from a liability perspective that we would want to make sure		
										that we have in		
place.  How										
		soon do you think that will happen?					

5

September

13,

20

I 8

Rolling Oaks CDD

Mr.

Mr.

Brown stated there will be some temporary dock fairly quickly.

Flint stated then a motion to delegate authority to the Chairman to execute a temporary

license

or

easement agreement allowing the

construction

of

the dock.

It

needs

to be in compliance

with any regulatory

agency permits, the maintenance needs to

be the

obligation

of

the resort, any

damage to CDD property would have to be	paid for by the dock owner		
			
insurance with reasonable limits to protect us from a liability perspective.		

and we would want

On MOTION by Mr. Brown seconded by Mr.	Yajnik with all in favor		
a	temporary  easement  was  approved  with  the  parameters  listed		
above.						
Mr.							
Flint stated we will bring the temporary				
			easement as well as any		
					permanent one back		
to the Board to	ratify and get it on the record.					
						
Mr. Babbar						
	stated to the extent that the developer still owns the property we really won't		
have anything delegated from the District because the				
			District doesn't own the		
					property yet.  That		
is							
something we wanted to put in					
		place in the event we needed it for any	sort of authorization or		
							
permit.							
Mr. Flint stated the	temporary easement may not even need to involve the CDD.		
				
EIGHTH ORDER OF BUSINESS	Next Meeting Date			

with sure

Mr. Flint stated the next meeting date is the second Thursday in the Board about ten days before and once we have a draft agenda we have a quorum if we need a meeting.

On MOTION by Mr. Chiste seconded by Mr. Brown with the meeting adjourned at 12:22 p.m.

October and we will check put together we will make

all in favor

Secretary

IAssistant

Secretary

6