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, March Branch Library, 305 Campus Street, Kissimmee, FL.

7,

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

Present and constituting a quorum were:			
Andre Vidrine	Chairman		
Marcus Hooker			
	Vice Chairman		
Kaitlyn Noyes			
	Assistant Secretary		
James Dowd			
	Assistant Secretary		
			
Also present were:			
George Flint	District Manager		
Andrew d' Adesky			
	District Counsel		
Eric Warren			
	District Engineer		

FIRST ORDER OF BUSINESS

Roll Call

were

Mr. Flint called the meeting to present, with the exception of Mr.

order at 9:00 Trace.

a.m.

and called the roll.	All Supervisors

SECOND ORDER OF BUSINESS

There being none, the next item followed.

Public Comment Period

THIRD ORDER OF BUSINESS	Approval of	Minutes of		
	2018 Meeting	the February		

7,

Mr.

Mr.

Mr.

Flint:  Did the Board have any additions, deletions or corrections		
Vidrine:	I don't have any.					
Flint:  If	not, we					
		need a motion to approve the minutes.		
On MOTION by Mr. Vidrine,		Mr.		
			seconded by			
favor,	the	Minutes  of	the  February	7,	Hooker, with		
					2018  Meeting,		
							
approved, as presented.					

to the minutes?

all in

were

March

7,

2018

TohoquaCDD

FOURTH ORDER OF BUSINESS

Consideration	of	Resolution	2018-11	
Approving   the	Conveyance	of	Real	
Property					

	Mr.	d'															
		Adesky:  This is a resolution, accepting the			of real					
									conveyance						
												property, interests		
and improvements	relating to the Series 2018 project, and authorizing District Staff and the		
						
Chairman to															
		review, execute and deliver all deeds and other documents necessary to execute the		
conveyance,  providing	for severability and an effective date.   Attached as Exhibit A are the		
							
particular tracts that will be	conveyed as part of this									
								conveyance.  The index doesn't include the		
actual documents,	but the name of the documents that will	be						
											attached, such as the Engineer's		
Certificate	that I	have	been working on with the District Engineer,	Special	Warranty Deed,		
									
which was				Broad and Cassel for some	of the									
	prepared by			parcels, Lien and Possession Affidavit		
											
and an agreement regarding	taxes and Bill of Sale.	I need	to	finalize those.	I	had a call	into		

																	
Developer's Counsel on some minor issues, but those will follow shortly to get those tracts		
conveyed.  Because the first requisition is drawing	out the balance of the construction funds,	we		
										
are	conveying, in a contemporaneous manner, everything associated with that			the		
						
												draw, such as			
underlying	property and the improvements associated with that draw,  which are complete or		
				
substantially complete at this time.											

Mr.

documents.

Flint:	Are  there	any

questions	on  the	Resolution?	We	are	anticipating  the

Mr.	d' Adesky:	The documents will be finalized shortly and sent to	the Chairman	for		

execution.	If we	need to, we can ratify them at the next meeting.					
							
Mr.	Flint:  Are there any questions on the resolution?						
							
Mr.	Vidrine:	Not at this time.							
										
	On									
		MOTION by Mr. Vidrine, seconded by Mr.					
	favor,  Resolution  2018-11,  Approving the	Hooker, with all in			
		Conveyance	of Real			
	Property, was adopted.						
								
Mr.	Flint:  The	Certificate of the District Engineer doesn't require any action from the		
						
Board.  This is the document that the District Engineer	will sign.  It's an	exhibit to the resolution		

that you just approved.  Is there any action?							

2

March

7,

2018

TohoquaCDD

Mr.

conveyance

d' Adesky:

package.

No.

It's

just for your information.

It

will

be

attached as part

of

the

FIFTH ORDER OF BUSINESS

Consideration

of

Series

2015

Requisition

#1

Mr.	Flint:		The next item is a requisition for the 2018	project, which was	prepared by the		

																					
District  Engineer.		It	is  the  first	document	behind	the	title		page	and	Table  of  Contents.		

																			
Requisition	#1 is in the amount of	$1,799,045.21, which is the	balance in	the			
															
																		Construction and		
Acquisition	Account.  Eric prepared backup to the requisition	showing	the assets	that the District		

will be acquiring.  Eric, did you		else?										
									have an~ng											
Mr.																				
	Warren:  Only													
								questions if you have any.										
Mr.		d'	Adesky:  Funds are transmitted to Toho Development Group, because that's the		
					
entity listed	on the	Acquisition Agreement.											
																
Mr.	Flint:	US Bank is the Trustee.  Once those	deeds and Bills of				
									
																	Sale are executed and		
delivered to the District, we will transmit this requisition to the Trustee and the funds can be		
wired, typically the same	day or the next day.	Once the conveyances have been executed and		
											
District Counsel is	comfortable, the Bills of Sale										
											can be transferred.					
Mr.	d'					I had a call into Joe and Kate today.  They						
		Adesky:		haven't gotten			
																		back to me yet,		
but																					
I'm comfortable	getting the deeds that they sent over signed.	I will get				
																	them the Bills of Sale		
today.																					
Mr.	Flint:  We will	get this signed today and I will hold it pending District Counsel's		

approval.  We will want to get the wire instructions for Toho Development Group.			
Mr.	Vidrine:  It															
						sounds like that gets funded this week.								
Mr.	d' Adesky:	If	I can get sign off on the Bills	of Sale							
														today, I would be willing to sign		
off on it today.																			

Mr.

Vidrine:	Who signs it?

Mr. d' Adesky:	Whoever is an authorized signatory for Toho Development		
			
of the tracts are still with Neptune, so	Neptune is going to have to sign for those		
				
most folks who are authorized for one, are authorized for the other.		
Mr. Vidrine:  Mark Cifi do that.  Will those Bills of		
		Sale be distributed?		
Mr. d'	I will circulate those.		
Adesky:			
Mr.				
Flint:  We need a motion to approve Requisition #1.		

Group. tracts. I

Some

think

3

March 7, 2018	TohoquaCDD		

On MOTION by Mr.

favor, Requisition #I

Vidrine,		
seconded by Mr.	
	Hooker, with all in	
for Series 2018, was approved.	

SIXTH ORDER OF BUSINESS

Authorization for ChairmanNice Chairman to Sign Plat

Mr.	I don't have the backup, but I was told that there was a plat.			
			Flint:				
Mr. d' Adesky:  Is						I spoke with Andre and Bob about the plat.		
							that going to be necessary?			
Osceola County has been finicky lately about their plat language.						
Mr.	Flint:	Yes, if														
							they are requiring	ajoinder	of the COD.						
																			
Mr.	d' Adesky:	We  can  do  it,	but usually  it's	because	of	the	way	that the  land is		

																					
dedicated.		If its	dedicated to the COD and the language says	that "x" land is	dedicated to the		

																					
CDD, they will want us to sign showing that we			if the					
												accept it, but		language on the plat reads		
																			
"shall be	conveyed in	the future to the CDD by the deed," they are okay with us not signing the		
								
plat.  I think it depends on the way that the plat language reads.							
Mr.	Flint:  The Board could authorize Andre to execute on						
															behalf of the CDD.		
Mr.		d'Adesky:		I just	wanted to clarify that in the past, Osceola County hasn't required		

this, but they have a new attorney.  They are			of	their work to			
												transferring a lot			outside counsel.		
																					
Their outside																		
			counsel that has been reviewing this has been more stringent lately, regarding plat		
language.	We had a lot of														
							developers that never had plat issues.							
Mr.		Vidrine:	Do you have a												
									copy of the plat?									
Mr.		d' Adesky:		You sent it to us.	I'm									
												comfortable with authorizing the signature, in case		
you need	it.																			
Mr.		Vidrine:  We just don't know if we need it or not.							
Mr.		d' Adesky:		It's easier if it's	not required.									
Mr.		Vidrine:	I	don't know if it												
									would be required.								
Mr.		d' Adesky:  Just	proceed without having to come back.						
														
Mr.		Vidrine:	We are transferring	property via deed, so why would we need to sign?		

Mr.		d' Adesky:		I														
							know.  I agree.												
Mr.	Vidrine:	If	its needed, I am	allowed to sign it.								

Mr.	d'																		
			Adesky:  Exactly.												
Mr.		Flint:	Sometimes they require it and sometimes	they don't.	We	need a motion		

																					
authorizing the Chairman or Vice Chairman to execute the	plat, if required by			
																		Osceola County.		

4

March

7,

2018

TohoquaCDD

On MOTION by Mr. Vidrine, seconded by Mr. Dowd, favor, authorization for the ChairmanNice Chairman plat, if required by Osceola County was approved.

with all in

to  sign the

SEVENTH A.

ORDER OF Attorney

BUSINESS

Staff Reports

Mr.

Mr.

B.

Mr.

Flint:	Andrew, do you	
		have anything else?	
d' Adesky:  Nothing, other than we are working on these conveyances.	
Engineer		
Flint:  Eric, do you	
		have anything?	

Mr.

Warren:

I

don't

have anything.

C.

Mr.

District Manager's Report		
i.	Balance Sheet and Income Statement		
			
Flint:  You have the Unaudited Financial Statements through January 31, 2018.  No		

action is required,

but

if

the Board has any questions, we can discuss those.	There are a few

Funding Requests that are	reflected as being outstanding.	I	communicated with the developer		

yesterday.	We neglected to follow up the

that those have been handled.

Mr. Vidrine:  Yes.

Mr. Flint:  Are there any questions

agenda with transmitting those.	It is my understanding

on the financials?

Mr.

Vidrine:

I

don't

have any.

ii.		Consideration of			
		Funding Request #5		
Mr. Flint:	You have Funding Request #5, totaling $7,224.01.  Are there		
			
the Funding		If not, we need a			
Request?				
		motion to approve it.		
On MOTION			
		by Mr. Vidrine,		
			seconded by Mr. Hooker, with all		
favor, Funding Request #5, was approved.		

any

in

questions on

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

NINTH

ORDER

OF

BUSINESS

Supervisors Requests

5

March 7, 2018

There being none, the next item followed.

TohoquaCDD

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 favor, the meeting was adjourned.

Mr.

Hooker,

with

all in

Secretary/ Assistant Secretary

6