MINUTES OF MEETING

TOHOQUA

COMMUNITY DEVELOPMENT DISTRICT

The	Regular	Meeting

of

the	Board

of

Supervisors

of

the	Tohoqua	Community

Development District was held on Wednesday, January Branch Library, 305 Campus Street, Kissimmee, FL.

3,

2018 at 9:00 a.m. at the West Osceola

Present and constituting a quorum were:

Andre Vidrine	Chairman

Keith Trace	Assistant Secretary
Kaitlyn Noyes	Assistant Secretary
James Dowd	Assistant Secretary

Also present were:

George Flint	District Manager

Andrew d'Adesky	District Counsel
Eric Warren	District Engineer

Mike Williams	Bond Counsel by phone
Brett Sealy	Underwriter by phone

FIRST ORDER OF BUSINESS

Roll Call

Mr. Flint called the meeting to order were present, with Mr. Hooker being absent. Dowd prior to the meeting.

at 9:03 a.m. and called the Mr. Flint administered the

roll. Oath

Four Supervisors of Office to Mr.

SECOND ORDER OF BUSINESS

There being none, the next item followed.

Public Comment Period

THIRD ORDER OF BUSINESS

Approval of Minutes of the November 1,	
2017 Board	of Supervisors Meeting and	
Acceptance	of Minutes of the November	
1, 2017 Landowners' Meeting	

Mr.

Flint:	The minutes were included in your agenda package.	Are there any additions,

deletions, or corrections to the minutes?

If

not, we need a motion to approve them.

January 3, 2018

TohoquaCDD

On MOTION by Mr. Trace, seconded favor, the Minutes of the November 1, and were approved and the Minutes Landowners' meeting were accepted.

by Mr. Vidrine, with all in 2017 Board of Supervisors of the November 1, 2017

FOURTH ORDER OF BUSINESS	Consideration	of	Professional		
					
	Engineering	Serv~ces	Agreement  with		
	Poulos & Bennett, LLC			

Mr.

(RFQ)  for

Flint: Previously, the Board authorized staff to issue Request for Qualifications District engineering services. The Board selected Poulos & Bennett at the last

meeting

as

the District Engineer.	They were previously serving as Interim District Engineer.

The agreement for District engineering services is in your agenda package. Are there any questions on the agreement? Not hearing any,

_

_Mr.	Vidrine  MOVED 1Q_jj..pprove

Services Agreement with Poulos &
seconded the motion.

the Professional Engineering Bennett, LLC, and Mr. Trace

Mr.

d'

Adesky:

We

reviewed it and it is the standard form that is

in

compliance with all

of  the	engineering  forms.	It  has  the  required  provisions,  indentures  and  public  record		
				
requirements.								
	On VOICE VOTE, with all in favor, the Professional Engineering				
	Services Agreement with Poulos & Bennett, LLC, was approved.				
FIFTH ORDER OF BUSINESS	Consideration	of	Agreement	with	the		
									
			Osceola   County	Property	Appraiser		
			Regarding   the   Uniform   Method	of		
			Collection						
	Mr. Flint:  The District is going to utilize the uniform						
			collection method, which allows us		
to use the tax bill  as  the  collection method for debt service and operating and maintenance		
(O&M) assessments.  To do that, the Statutes require the District to enter into an agreement with		

the Property Appraiser.	The form

of

this agreement is standard.	District Counsel reviewed it

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January

3, 2018

TohoquaCDD

and My

the fees that they charge are specified in the Statute, so there is no negotiation		
recommendation would be to approve the agreement.			
Mr. d'Adesky:  We concur.								
On MOTION by Mr. Vidrine,	seconded by Mr. Trace, with all in		
favor,  the  Uniform	Method				
			of Collection  Agreement  with  the		
					
Osceola Coun   Pro  er	A	raiser A	eement was a	roved.		

on

those fees.

SIXTH ORDER OF BUSINESS

Financing Matters

A.

Consideration

of

Form of Supplemental Engineer's Report

Mr. Flint:	The version in your agenda package was last revised on December 23	rd	•	I		
						
emailed it after the original agenda was sent out.  Eric received additional comments subsequent		
to his changes on	December 23	rd					
		, but I think that they are minor.  They were from Bond Counsel.		
				
We would ask for the Board's approval, subject to incorporation of any comments from staff.				
Mr. Warren:  The current version is the one that says 2018 project.					
Mr. Flint:	The footnote on Page 2 references 12/23/17 as the file name.  Do we want	to		
date it as of today?						

Mr.

d'Adesky:	Yes.

Mr. Vidrine:  The master			
stormwater system is fine for the District to own and maintain.		
Do we know if the landscape irrigation and amenity are owned by the HOA or the District on the		
parks?			
Mr. Warren:  It's the CDD.			
Mr. Flint:  One of the comments from Mike	Williams was to strike the HOA reference,		
			
because the CDD can't fund HOA improvements.  If they are identified in here, they need to be		
identified to be the CDDs.			
Mr.			
Vidrine:  I didn't know if you could keep the flexibility.		
Mr. d' Adesky:  If it was for the parks, you could identify that there might be some that		
might belong to the HOA.  An amenity is a big thing.  It has to go one way or another.		
Mr.			
Vidrine:  That was my question.  If there was flexibility allowed, great, but if there is		
no flexibility, no.			

Mr.

forming the

Flint:	If you are	
	including it in here, it has to be owned by the CDD.  When we were	
District, we left it open, but the bottom line was that we are only funding less than	

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January

3,

2018

TohoquaCDD

$2	million of the $15 million that's		
		identified here.  Obviously, we wouldn't		
going to be the HOAs anyway.		
	Mr. Williams:  My		
		comment was to scratch that from the ownership		
facility .			
	Mr. Flint:  My	comment would be to scratch out both.		
				
	Mr. Vidrine:  I am okay with scratching out both.		
	Mr. d' Adesky:  Both the ownership and maintenance.  We will just		

fund anything that's

of the maintenance

put it all under the

CDD.

CDD

Mr. Flint:  The CDD can always contract with		
would be the one responsible.		
Mr. d' Adesky:  Right.		
Mr.	Warren:   This is just the 2018 project.		

the HOA to maintain it, but ultimately the

Future amenity sites can be separate and

different.

Mr.

Mr.

Vidrine:	The first

d'Adesky:	Yes.

$2.5

million is

based

off

of

a larger amount.

Mr.	Flint:   There  are	a	lot	of	master	improvements  identified  in  this  2018  project.		
									
Obviously, we are only	financing a small portion of these	improvements.  It's contemplated in		

the Assessment									
	Methodology, that some of these master			
							improvements could be funded in future		
bond issues.										

Mr.

d' Adesky:	Correct.

Mr.	Flint:  That would be reflected in the future	Supplemental Engineer's Report and		
					
Methodology.  The fact that we are not			
		financing all of those improvements doesn't mean that		
we don't have the ability to finance future bond issues, especially the master improvements.		
Mr.	d' Adesky:	We validated up to $95 million.  Essentially, this is only 3% of what we		
could actually issue.				
Mr.	Vidrine:  We didn't use the bond money that we are issuing now for the amenity.  If		
			
we so desire to put the	amenity in the HOA, would that be possible?		
				
Mr.	Flint:  Yes.	You could either amend this			
		Engineer's Report and include it in a future		
Engineer's Report for a future bond issue, or amend it and have it belong to the HOA.		
Mr.	Vidrine:  Keith, are you okay with that?			

Mr.

Trace:	Yes.

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January

3,

2018

TohoquaCDD

Mr.

approve it

today.

Flint: Are subject to

there any questions on incorporation of minor

the Engineer's Report? comments from staff

If not, we and dating

need a motion the report as

to of

On MOTION by Mr. Trace, seconded by

favor, the Engineer's Report for the 2018

2018,	subject	to	incorporating	minor

approved.

Mr. Vidrine, with all in project, dated January 3, staff  comments,  was

B.

Consideration

of

Form of Supplemental Assessment Methodology Report

	Mr. Flint:  The District adopted a Master Assessment Methodology Report, during the		
assessment process, to allow financing up to $95		million.  This report focuses in on what we		
														
intend to  issue for the  2018 project, which is	Assessment Area #1, a	71-acre portion of the		
													
project.		The  District  Engineer,  as  I	indicated,	identified  $15  million  worth  of potential		
														
improvements, which also include master improvements that could be financed in this first bond		
issue.	According to the tables starting on Page 10, in Table 1, you can see that for the 2018		
			
project, 329 units were identified that are a mix	of	townhomes and various single-family product		
													
types that tie to the Phase 1	project that is identified in the			
												Engineer's Report.  Table 2 is the $15		
million	of	improvements, tying to the	Engineer's Report.   The footnote  and the text will be		
										
revised to identify the Engineer's Report, dated today, January 3.  Table 3 sizes what the District		
intends to issue, based  on the interest rate and other assumptions.   At 5 .5%, with a 30-year		
amortization, nine months of capitalized interest, which would carry us through November  1,		
debt service reserve	of one year	of maximum annual debt and underwriter's discount of 2%, we		
are proposing to fund about $1.6 million in	construction funds, for a par amount of $2,010,000.		
											
That can	fluctuate based on	the market and the actual interest rate, when the Underwriter prices		
					
the bonds.													
Mr.	Vidrine:	Brett,	do you think that the numbers that George had in the Assessment		
													
Methodology are generally in the same range?						
Mr.	Sealy:  Yes.										
Mr.	Flint:	I	think in the Delegated Award	Resolution the parameters allow up to $2.5		
														
million.		If the market is more	favorable,  interest rates will be lower.   Under the Delegated		
									
Award	Resolution,	we  can	go  up  to  a  par  amount  of $2.5  million.	Table  4  allocates  the		

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January 3, 2018													TohoquaCDD		
																
improvement  costs  to  the  various  product  types.	We  are	showing  a  calculated  benefit  per		
														
maximum benefit per product type, based on the Master Methodology Report amounts, which		
are $7.4 million.  We are	allocating a benefit	of	$1.6 million.	There's a footnote that talks about		

the difference between the $15 million identified in the Engineer's Report and the $7.7 million in		
the Master Methodology Report.  Table 5	allocates the total par debt per product type and Table		
									
6 shows the net and gross annual debt assessment amounts.  For example, a townhome on their		
tax bill will see a $300 debt service charge and $700 for a single-family 70-foot lot.  These were		
the target assessment amounts that we were given.  My understanding is that these amounts will		
stay the same and the other parameters will	fluctuate based on the market.	It would generate		
											
additional construction funds  or less,  depending on what the market  shows.   Table 7 is the		
Preliminary Assessment Roll, which has an attached legal	description for Assessment Area #1		
													
which is 71	acres.															
Mr.	Vidrine:	I want to make sure that the funding could be used for the pond on the other		
				
side of Cross Prairie.														
Mr.	d' Adesky:  Yes.													
Mr.	Vidrine:  Brett, what do	you think interest rates are right now?			
Mr.	Sealy:	Based upon the  deals that	we  are pricing at the  end	of the year,  and a		
consistent market coming into the	beginning	of	the year, we were pricing deals at 5% average		
										
rate.  I think we have been using a	conservative rate here, as we typically would, leading up to		
								
mailing the Offering Document.												
Mr.	Flint:  Are there any	questions on the Methodology Report?				
									
Mr.	Vidrine:  What would happen ifit	went down to the lower rate?			
Mr.	Flint:  The amount	of construction funds	available would go up, so you would be		
												
able to fund more.	If he's able to negotiate any of	the other parameters like the debt service		
reserve account, for	example,	it's based on one year's max annual.	If that was adjusted, that		
						
would also benefit the amount	of construction funds.							

Mr. Flint: Are there any other questions on the Methodology Report? motion to approve it in substantial form.

If

not, we need a

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January

3, 2018

TohoquaCDD

On MOTION by Mr. Vidrine,	seconded by Mr. Trace,	with	all in		
						
favor, the Supplemental Assessment Methodology Report for the		
2018  project,  dated	January  3,  2018,  in  substantial	form,	was		
approved.					

C.

Consideration

of

Resolution 2018-09 Bond Delegation Resolution

Mr. Williams:  As George mentioned, the	resolution does not exceed	$2.5 million of 2018		
										
bonds.	It  approves	the  form  of the  Bond	Purchase  Agreement,  First	Supplemental  Trust		
indenture,  Preliminary  Limited  Offering  Memorandum,  Continuing  Disclosure  Agreement,		
Completion Agreement,  Collateral  Assignment,  True-Up  Agreement,  Acquisition Agreement		
and authorizes all actions	necessary to close the bond issue.  As George and others mentioned in		
						
Section 5, it sets forth	parameters that MBS will need in order to have the Chairman or Vice		
					
Chairman sign the Bond Purchase	Agreement.	I'm happy to answer any questions.		
								
Mr.	d' Adesky:		We  reviewed most of	the	documents  and  submitted  comments.   Once		
										
again, we are											
	approving the form, so it's not in final form.  The Acquisition Agreement is how		
we are going to get what we need to along with the Completion Agreement and their agreement		
to complete and deliver the								
				infrastructure, true-up related to the platting of the property and the		
assessments and collateral  assignment,  dealing with	development rights.   We reviewed all of		
											
those  documents,  as  well  as  the  continuing  disclosure,  Bond  Purchase  Agreement  and  the		
Offering Memorandums.  We are comfortable.							

Mr. Flint:  Are there any other questions on the Delegation Resolution?	
Mr. Williams:  The validation period expires on Friday.	
Mr. Vidrine:  Perfect.		
On MOTION by	Mr. Trace, seconded by Mr. Vidrine, with all in	
favor,  Resolution  2018-09,  Bond  Delegation  Resolution,  was	
adopted.		
Mr. Sealy:  George, there has been potential discussion regarding a request to	
this		
meeting, but I just corresponded with Bob	
	Secreast.  Is the next regularly scheduled	
February 7?		
Mr. Flint:  Yes.		

continue meeting

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January 3, 2018	TohoquaCDD		

Mr.  Sealy:

February meeting.

We

would provide  all

of

the final  documents  at

the

regularly scheduled

Mr. Flint:

It

sounds like we will have a quorum on February 7.

Andre

might need attend

by_phone.					
	Mr. Vidrine:  Will Mark be			
			available to sign documents?			
	Mr. Flint:  We will plan	on the pre-closing after the February ih meeting.		
	Mr. d'Adesky:  Ifwe				
		needed to, we would call a	It wouldn't be		
			special meeting.			
our ability to do that, since we had so much lead time.			
	Mr. Flint:  It sounds good.			
	Mr. Sealy:	Okay great.	I'm going to go ahead and organize a call, just so we		
					
started.	I know that there was	an Acquisition Agreement.  It probably	makes sense to		
conference call just to discuss the acquisition process in			
			conjunction with the upcoming		
of the bond issue.  We will get that scheduled.			

beyond

can get have a closing

SEVENTH ORDER OF BUSINESS

A.	Attorney

Staff Reports

Mr. Flint:  Do you have anything else, Andrew?				
Mr. d' Adesky:  I'm just working on this.				
B.	Engineer					
Mr. Flint:  Eric, do you have anything else?				
Mr. Warren:  The same thing.	I will work on the	corrections to the Engineer's Report		
						
and						
recirculate.  In terms of the Phase 1 improvements, we are out there getting close to the end.		
We will start paving					
	towards the end of the month.				
Mr. Flint:  To the extent that the improvements are in place, at that pre-closing, you could		
have the first requisition.  It would be funded as soon as	the bonds were closed.  If it's not ready,		
any time when it is ready, we can process it at that point.				
Mr. Vidrine:  That's $1.6 million.				
Mr. Flint:  Whatever it ends up being.				
Mr. Vidrine:  We spent way more than that.				
Mr. Flint:  If you have					
	completed improvements that the		
				District can acquire, we could be		
ready to have it executed.					

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January 3, 2018

Tohoqua

CDD

C.	District Manager's Report

i.	Balance Sheet and Income Statement		

2017.

Mr. Flint:   You have the Balance Sheet and Income	Statement	through November 30,		
						
No action is required, but if the Board has any questions, we can discuss those.		
ii.	Ratification of Funding Request #2					
						
Mr. Flint:  Funding Request #2 totals $11,089.					
iii.	Consideration of Funding Request	#3				

Mr.

Requests?

Flint:

If not,

Funding we need

Request a motion

#3 totals $4,219.68. Are there any to ratify and approve them.

questions

on

the Funding

On MOTION by Mr. Trace,	seconded by Mr. Vidrine, with all		
favor,  Funding				
	Request #2  was ratified and Funding	Request		

in

#3

was

approved.

EIGHTH ORDER OF BUSINESS	Other Business	
There being none, the next item followed.		
NINTH ORDER OF BUSINESS	Supervisors Requests	
There being none, the next item followed.		
TENTH ORDER OF BUSINESS	Adjournment	

Mr. Flint:

If

there's nothing further,

we

need a motion to adjourn.

On MOTION by Mr. Vidrine, seconded by Mr. Trace, with all in favor, the meeting was adjourned.

Secretary/Assistant Secretary	Chairman/Vice Chairman	

9