MINUTES OF MEETING WESTSIDE HAINES CITY
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Westside Haines City Community Development District was held Monday, July 15, 2021 at 10:00 a.m. at 346 E. Central Avenue, Winter Haven, Florida.
Present and constituting a quorum:

Lauren Schwenk Patrick Marone Justin Frye via Zoom April Payeur

Also present were:

Jill B:ums
Roy Van Wyk
Rey Malave via Zoom
Ashton Bligh

Vice Chairman Assistant Secretary Assistant Secretary Assistant Secretary

District Manager, GMS Hopping Green & Sams Dewberry
Greenberg Traurig

FIRST ORDER OF BUSINESS	Introduction
Ms. Bums called the meeting to. order and called the roll. Three Board members were physical1y present constituting a quorum.

SECOND ORDER OF BUSNESS	Public Comment Period
Ms. Bums noted no members of the public were present in person or via Zoom.

THIRD ORDER OF BUSINESS

Approval of Minutes of the June 17, 2021 Board of Supervisors Meeting

Ms. Bums presented the June 17, 2021 board of supervisors meeting minutes. She asked if there were any questions, comments, or changes, and hearing none asked for a motion to approve.

On MOTION by Ms. Schwenk, seconded by Ms. Payeur, with al1 in favor, the Minutes of the June 17, 2021 Board of Supervisors Meeting, were approved.

FOURTH ORDER OF BUSINESS	Presentation  of Supplemental Assessment
Methodology for Assessment Area One

Ms. Bums reviewed the tables in the Supplemental Assessment Methodology for the Board. She stated that the only change was that this was updated to reflect the final pricing that was circulated for the term of the bonds.
Mr. Van Wyk asked Ms. Burns if the Supplemental Assessment Methodology was consistent with the Master Methodology report. Ms. Burns confirmed that it was. Mr. Van Wyk also asked if the properties that were subject to the assessment were receiving benefits greater than or equal to the assessment in Ms. Burns opinion. Ms. Burns said yes. Mr. Van Wyk then asked if the assessments were fairly and reasonably proportioned across the various product types within the District. Ms. Burns replied with yes.

On MOTION by Ms. Schwenk, seconded by Ms. Payeur, with all in favor, Supplemental Assessment Methodology for Assessment Area One, was approved.

FIFTH ORDER OF BUSINESS	Consideration	of	Resolution	2021-35
Supplemental	Assessment	Resolution (Series 2021)
Ms. Burns stated that this resolution sets forth the terms of the bonds issued by the District. Ms. Burns said that it applied to the Assessment Methodology of the project that is going to be completed.

On MOTION by Ms. Schwenk, seconded by Ms. Payeur, with all in favor, Resolution 2021-35 Supplemental Assessment Resolution, (Series 2021), was approved.

A. Consideration of Notice of Lien of Special Assessments (Series 2021)
Ms. Bums stated that they are looking for a motion to authorize counsel to record this

On MOTION by Ms. Schwenk, seconded by Ms. Payeur, with all in favor, the Notice of Lien of Special Assessments (Series 2021) and Authorizing Counsel to Record, was approved.

notice.

SIXTH  ORDER OF BUSINESS	Consideration of Developer Agreements
for Series 2021 (AAl)
Lennar

True-Up Agreement
Ms. Bums stated that the landowner would confirm their intention and obligation if required to make the True-Up payments related to the Assessment Area One Special Assessments.

Declaration of Consent
Ms. Bums stated that the landowner confirms or agrees that the assessments have been adopted by the Board and all proceedings that were taken by the Board are in accordance with Florida law and that the District has taken all action necessary to levy and impose the Assessment Area One special assessments.

On MOTION by Ms. Schwenk, seconded by Ms. Payeur, with all in favor, the True-Up Agreement and the Declaration of Consent Agreement for Series 2021 (AAl), was approved.

GLK Real Estate
True-Up Agreement
Ms. Bums stated that the landowner would confirm their intention and obligation if required to make the True-Up payments related to the Assessment Area One special assessments.

Acquisition Agreement
Ms. Bums stated that the landowner and District will agree to the agreement set forth for the process by which the District can acquire work and property.

Completion Agreement
Ms. Bums said that the landowner requested that the District limit the amount of assessments imposed on the Assessment Area One project, allowing the landowner to directly fund a portion of those expenses. The landowner has agreed to provide the funds to the District to complete that portion of the Assessment Area One project.
Declaration of Consent
Ms. Bums said the landowner confirms for this agreement that the assessments have been adopted by the Board, and all proceedings that are taken by the District have been in accordance with the Florida law, and that the District has taken all action necessary to levy and impose the Assessment Area One special assessments.

CoJlateral Assignment Agreement
Ms. Bums said that in the event of a defaulted payment of the Assessment Area One Special Assessment, the landowner will sign certain development rates to the District to allow the District to complete the project or enable a third party to complete it.

On MOTION by Ms. Schwenk, seconded by Ms. Payeur, with all in favor, the GLK Real Estate Agreements for Series 2021 (AA I), were approved.

SEVENTH ORDER OF BUSINESS	Consideration of Assignment Packages
for:
Cascades Phase lA
Ms. Bums stated this was with QGS and was with the contract from GLK to the District.
She offered to answer any questions about it but there were none.

On MOTION by Ms. Schwenk, seconded by Ms. Payeur, with all in favor, Cascades Phase IA Assignment Package, was approved.

Cascades Phase lB
Ms. Burns stated this contract was with Tucker Paving and would be the contract from GLK to the District. There were no questions.

On MOTION by Ms. Schwenk, seconded by Ms. Payeur, with all in favor, Cascades Phase IB Assignment Package, was approved.

EIGHTH ORDER OF BUSINESS	Discussion and Consideration of Form of
Temporary	Construction	and	Access Easement Agreements for:
Cascades Phase IA
Cascades Phase 2B
Brentwood Phase 1
Cascades Phase 2
Mr. Marone said there are multiple landowners and that they didn't have all of their names yet, but that they would like to get the Board to approve this form of easement and to allow the Chairman to execute each one that is necessary for each one of the construction areas.

On MOTION by Ms. Schwenk, seconded by Ms. Payeur, with all in favor, the Form of Temporary Construction and Access Easement Agreements for Cascades Phase IA, Cascades Phase 2B, Brentwood Phase 1, Cascades Phase 2, and Authorization for the Chairman to sign, was approved in substantial form.

NINTH ORDER OF BUSINESS	Consideration of Construction Funding
Agreement with GLK Real Estate, LLC
Ms. Burns stated that GLK Real Estate, LLC would agree to fund the construction expenses for the following Phases: Cascades Phase IA, Cascades Phase 2B, Brentwood Phase 1, Cascades Phase 2. Ms. Burns also followed up that this would be reimbursed out of the bond issuance.

On MOTION by Ms. Schwenk, seconded by Ms. Payeur, with all in favor, the Construction Funding Agreement with GLK Real Estate, LLC, was approved.

TENTH ORDER OF BUSINESS	Consideration	of	Resolution	2021-36
Direct Purchase Resolution
Ms. Burns stated this was a resolution stating that the District determines that directly purchasing construction materials will provide construction cost reduction and savings that are in the best interest of the District. This appoints the District Manager and District Engineer as the purchasing agent.

On MOTION by Ms. Schwenk, seconded by Ms. Payeur with all in favor, Resolution 2021-36 Direct Purchase Resolution, was approved.

ELEVENTH ORDER OF BUSINESS	Staff Reports
Attorney
Mr. Van Wyk stated that he did not have anything further to report to the Board.

Engineer
Mr. Malave added that there was a question asked about the comparing of construction costs that came in through the bid and about their estimate shown in the Engineer's Report. Mr. Malave followed up that when the phases were added in along with the offsite development of the three construction pieces, the estimate came to about $21.5 million. He stated that the estimate was

very comparable and that the conclusion was that what was in the Engineer's Report for costs collates to the actual construction costs closely. Mr. Malave offered to elaborate on any other questions for the Board. Hearing none, the next item followed.

District Manager's Report
Approval of Check Register
Ms. Bums stated that the current check register was $29,967.66 and that it was through July 7, 2021.

On MOTION by Ms. Schwenk, seconded by Ms. Payeur, with all in favor, the Check Register totaling $29,967.66 through July 7, 2021, was approved.

Balance Sheet and Income Statement
Ms. Burns had nothing new to report to the Board. She stated that Financial Statements were included in the Board's package through the month of June. There was no action needed.

TWELTH ORDER OF BUSINESS	Other Business
Ms. Burns stated there was no other business to discuss.

THIRTEENTH ORDER OF BUSINESS

There being none, the next item followed.

FOURTEENTH ORDER OF BUSINESS
Ms. Burns adjourned the meeting.

Supervisors Requests and Audience Comments

Adjournment

On MOTION by Ms. Schwenk seconded by Ms. Payeur, with all in favor, the meeting was adjourned.