TWO LAKES COMMUNITY DEVELOPMENT DISTRICT

Transcription

1 TWO LAKES COMMUNITY DEVELOPMENT DISTRICT MIAMI-DADE COUNTY LANDOWNERS MEETING & REGULAR BOARD MEETING NOVEMBER 6, :45 A.M. Special District Services, Inc Miami Lakes Drive, Suite 374 Miami Lakes, FL Telephone 877.SDS.4922 Toll Free Facsimile

2 AGENDA TWO LAKES COMMUNITY DEVELOPMENT DISTRICT 730 N.W. 107 th Avenue, Third Floor, Suite 300 Meeting Room Miami, Florida SECOND LANDOWNERS MEETING November 6, :45 a.m. A. Call to Order B. Proof of Publication Page 1 C. Establish Quorum D. Consider Adoption of Election Procedures.Page 2 E. Election of Chairperson for Second Landowners Meeting F. Election of Secretary for Second Landowners Meeting G. Approval of Minutes 1. November 16, 2016 Initial Landowners Meeting Minutes...Page 5 H. Election of Supervisors 1. Determine Number of Voting Units Represented or Assigned by Proxy.Page 8 2. Nomination of Candidates 3. Casting of Ballots..Page 9 4. Ballot Tabulations I. Certification of the Second Landowners Election Results J. Landowners Comments K. Adjourn

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4 Special District Services, Inc. 1. Landowners Meeting ELECTION PROCEDURES In accordance with the provisions of Chapter 190, Florida Statutes, it is required that an initial meeting of the Landowners of the District be held within ninety (90) days following the effective date of the rule or ordinance establishing the District and thereafter every two years during the month of November for the purpose of electing Supervisors. The second election by andowners shall be held on the first Tuesday in November; thereafter, there shall be an election of supervisors every two years in November on a date established by the Board of Supervisors. The assembled Landowners shall organize by electing a Chairperson, who shall preside over the meeting; and a Secretary shall also be elected for recording purposes. 2. Establishment of Quorum Any Landowner(s) present or voting by proxy shall constitute a quorum at the meeting of the Landowners. 3. Nomination of Candidates At the meeting, the Chairperson shall call for nominations from the floor for Candidates for the Board of Supervisors. When there are no further nominations, the Chairperson shall close the floor for nominations. The names of each Candidate and the spelling of their names shall be announced. Nominees need not be present to be nominated. 4. Voting Each Landowner shall be entitled to cast one vote for each acre (or lot parcel), or any fraction thereof, of land owned by him or her in the District, for each open position on the Board. (For example, if there are three positions open, an owner of one acre or less (or one lot parcel) may cast one vote for each of the three positions. An owner of two acres (or two lot parcels) may cast two votes for each of the three positions. Each Landowner shall be entitled to vote either in person or by a representative present with a lawful written proxy. 5. Registration for Casting Ballots The registration process for the casting of ballots by Landowners or their representatives holding their proxies shall be as follows: At the Landowners Meeting and prior to the commencement of the first casting of ballots for a Board of Supervisor position, each Landowner, or their representative if proxies are being sub-mitted in lieu thereof, shall be directed to register their attendance and the total number of votes by acreage (or lot parcels) to which each claims to be entitled, with the elected Secretary of the meeting or the District s Manager. Corporate Office The Oaks Center 2501A Burns Rd Palm Beach Gardens, FL Direct: Contact Information Toll Free: Fax: Web: Miami Branch Crexent Business Center 6625 Miami Lakes Drive, Ste. 3 Miami Lakes, FL Page 2 Direct:

5 b) At such registration, each Landowner, or their representative with a lawful proxy, shall be provided a numbered ballot for the Board of Supervisor position(s) open for election. A District representative will mark on the ballot the number of votes that such Landowner, or their representative, is registered to cast for each Board of Supervisor position open for election. c) All Landowner proxies shall be collected at the time of registration and retained with the Official Records of the District for subsequent certification or verification, if required. 6. Casting of Ballots Registration and the issuance of ballots shall cease once the Chairperson calls for the commencement of the casting of ballots for the election of a Board Supervisor(s) and thereafter no additional ballots shall be issued. The Chairperson will declare that the Landowners, or their representatives, be requested to cast their ballots for the Board Supervisor(s). Once the ballots have been cast, the Chairperson will call for a collection of the ballots. 7. Counting of Ballots Following the collection of ballots, the Secretary or District Manager shall be responsible for the tabulation of ballots in order to determine the total number of votes cast for each candidate that is seeking election. At the second and subsequent landowner elections*, the two candidates receiving the highest number of votes will be declared by the Chairperson as elected to the Board of Supervisors for four-year terms. The candidate receiving the next highest number of votes will fill the remaining open position on the Board of Supervisors for a two-year term, as declared by the Chairperson. *At the final landowner election (after the 6 th or 10 th year), the candidate receiving the highest number of votes will be elected to the Board of Supervisors for a four-year term (two supervisors are elected by General Election). 8. Contesting of Election Results Following the election and announcement of the votes, the Chairperson shall ask the Landowners present, or those representatives holding proxies for Landowners, whether they wish to contest the election results. If no contests are received, said election results shall thereupon be certified. If there is a contest, the contest must be addressed to the Chairperson and thereupon the individual casting a ballot that is being contested will be required to provide proof of ownership Page 3

6 9. Recessing of the Landowners Meeting In the event there is a contest of a ballot or of the election, the Landowners Meeting shall be recessed to a future time, date and location, at which time the election findings on the contest shall be reported in accordance with the procedure above and the newly elected Supervisor(s) shall thereupon take their Oath of Office. Miscellaneous Provisions Each Landowner shall only be entitled to vote in person or by means of a representative attending in person and holding a lawful written proxy in order to cast said Landowner s votes. Proxies will not require that proof of acreage ownership be attached. Rather, proof of ownership must be provided timely by the holder of the proxy, if the proxy is contested in accordance with the procedure above. Rev/5-1- Page 4

7 TWO LAKES COMMUNITY DEVELOPMENT DISTRICT INITIAL LANDOWNERS MEETING NOVEMBER 16, 2016 Note: as a result of scheduling conflicts, the Two Lakes Community Development District Initial Landowners Meeting starting time of 9:45 a.m. was delayed and rescheduled to commence at 11:15 a.m. In order to inform participating attendees, signs were posted at the entrance to Suite 300, announcing the change in time. A. CALL TO ORDER District Manager Neil Kalin called the November 16, 2016, Initial Landowners Meeting of the Two Lakes Community Development District to order at 11:21 a.m. in the Meeting Room at Lennar Homes, LLC, located at 730 NW 107 th Avenue, Third Floor, Suite 300, Miami, Florida B. PROOF OF PUBLICATION Mr. Kalin presented proof of publication that notice of the Initial Landowners Meeting had been published in the Miami Daily Business Review on October 25, 2016, and November 1, 2016, as legally required. C. ESTABLISH QUORUM Mr. Kalin requested that the landowners of property within the District identify themselves and register the number of acres/lots which they own and/or being represented by proxy in the Two Lakes Community Development District. A sign-in sheet was provided. Mr. Kalin stated that the attendance of Proxy Holder Teresa Baluja, representing Two Lakes Lennar, LLC, constituted a quorum and it was in order to proceed. Also in attendance were Gerald Knight, District Counsel, of Billing Cochran, Lyles, Mauro & Ramsey, P.A.; and Armando Silva of Special District Services, Inc. D. CONSIDER ADOPTION OF ELECTION PROCEDURES Mr. Kalin presented the Election Procedures and stated that it would be in order to review and approve same. There being no comments or changes, the Proxy Holder approved the Election Procedures, as presented. E. ELECTION OF CHAIRPERSON FOR INITIAL LANDOWNERS MEETING Mr. Kalin stated that it would be in order to elect a Chairperson for the Initial Landowners Meeting. The Proxy Holder elected Neil Kalin, District Manager, to serve as Chairperson for the Initial Landowners Meeting. F. ELECTION OF SECRETARY FOR INITIAL LANDOWNERS MEETING Mr. Kalin stated that it would be in order to elect a Secretary for the Initial Landowners Meeting for the purpose of conducting and recording the events of the Initial 1 of 3 Page 5

8 TWO LAKES COMMUNITY DEVELOPMENT DISTRICT INITIAL LANDOWNERS MEETING NOVEMBER 16, 2016 Landowners Meeting. Ms. Baluja elected Mr. Kalin to serve as Secretary for the Initial Landowners Meeting. Mr. Kalin accepted the position of Secretary for the Initial Landowners Meeting. G. ELECTION OF SUPERVISORS 1. Determine Number of Voting Units Represented or Assigned by Proxy Mr. Kalin stated for the record that there were Acres (131 Voting Units) being represented/assigned by Ms. Baluja, the attending Proxy Holder, on behalf of Two Lakes Lennar, LLC, the primary landowner and developer in the District. 2. Nomination of Candidates Mr. Kalin stated that the terms of office of the initial Members of the Board of Supervisors named in the creation petition would be expiring and that it would be in order to nominate candidates for election to fill the five (5) positions currently held by Maria C. Herrera, Yadira Monzon, Teresa Baluja, Indira Jimenez and a vacancy, as a result of Carmen Travieso being on a leave of absence from her employment with the primary landowner/developer in the District. Ms. Baluja nominated the following persons for election to the Board of Supervisors of the Two Lakes Community Development District: Maria C. Herrera Teresa Baluja Yadira Monzon Indira Jimenez Raisa Krause There being no further nominations from the floor, Mr. Kalin closed the nomination portion of the Initial Landowners Meeting. 3. Casting of Ballots Ms. Baluja, Proxy Holder, was requested to cast votes for the following slate of nominees: Maria C. Herrera, Teresa Baluja, Yadira Monzon, Indira Jimenez and Raisa Krause. Mr. Kalin stated that the two (2) candidates receiving the highest number of votes would each serve a four-year term of office, expiring in November 2020; and the three (3) candidates receiving the next highest number of votes would each serve a twoyear term of office, expiring in November Ballot Tabulations Mr. Kalin announced the following election results: Maria C. Herrera received 131 Votes Teresa Baluja received 131 Votes 2 of 3 Page 6

9 TWO LAKES COMMUNITY DEVELOPMENT DISTRICT INITIAL LANDOWNERS MEETING NOVEMBER 16, 2016 Yadira Monzon received 130 Votes Indira Jimenez received 130 Votes Raisa Krause received 130 Votes Furthermore, Mr. Kalin stated that Ms. Herrera and Ms. Baluja would each serve four (4) year terms and such terms of office would expire in November 2020; Ms. Monzon, Ms. Jimenez and Ms. Krause would each serve a two (2) year term of office and such terms of office would expire in November Certification of Results Mr. Kalin asked Ms. Baluja, the Proxy Holder, if there were any objections to the election results or to the procedures followed. There being no comments or objections, Mr. Kalin declared the election results complete, final and certified. H. LANDOWNERS COMMENTS There were no additional comments. I. ADJOURNMENT There being no further business to conduct at the Initial Landowners Meeting, the meeting was declared adjourned by the presiding Chairperson, Neil Kalin, at approximately 11:31 a.m. Chairperson Secretary 3 of 3 Page 7

10 LANDOWNER PROXY TWO LAKES COMMUNITY DEVELOPMENT DISTRICT SECOND LANDOWNERS MEETING KNOW ALL MEN BY THESE PRESENTS, that the undersigned, the fee simple owner of the lands described herein, hereby constitutes and appoints ( Proxy Holder ) for and on behalf of the undersigned, to vote as proxy at the initial meeting of the landowners of the Two Lakes Community Development District to be held on November 6, 2018 at 9:45 a.m. in the Third Floor Meeting Room located at Lennar Homes, LLC, 730 N.W. 107 th Avenue, Third Floor, Suite 300, Miami, Florida 33172, and at any adjournments thereof, according to the number of acres of unplatted land and/or platted lots owned by the undersigned landowner which the undersigned would be entitled to vote if then personally present, upon any question, proposition, or resolution or any other matter or thing which may be considered at said meeting including, but not limited to the Board of Supervisors. Said Proxy Holder may vote in accordance with their discretion on all matters not known or determined at the time of solicitation of this proxy, which may be legally considered at said meeting. This proxy is to continue in full force and effect from the hereof until the conclusion of the annual meeting and any adjournment or adjournments thereof, but may be revoked at any time by written notice of such revocation presented at the annual meeting prior to the Proxy Holder exercising the voting rights conferred herein. Printed Name of Legal Owner/Entity Signature of Legal Owner (and/or Authorized Representative) Date Parcel(s) Description(s)*{Folio Number(s)} # of Units/Acres *Insert in the space above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel. [If more space is needed, identification of Parcels owned may be incorporated by reference to an attachment hereto.] Pursuant to section (2)(b), Florida Statutes (2018), a fraction of an acre is treated as one (1) acre entitling the landowner to one vote with respect thereto. TOTAL NUMBER OF AUTHORIZED VOTES: If the Legal Owner is not an individual, and is instead a corporation, limited liability company, limited partnership or other entity, evidence that the individual signing on behalf of the entity has the authority to do so should be attached hereto. (e.g. bylaws, corporate resolution, etc.) Page 8

11 OFFICIAL BALLOT TWO LAKES COMMUNITY DEVELOPMENT DISTRICT SECOND LANDOWNERS MEETING BALLOT # ELECTION OF BOARD SUPERVISORS (3) NOVEMBER 6, 2018 The undersigned certifies that he/she is the owner ( ) or duly authorized representative of lawful proxy of an owner ( ) of land in the Two Lakes Community Development District, constituting Acre(s)/Lot(s)/Unit(s) and hereby casts up to the corresponding number of his/her vote(s) for the following candidate/candidates to hold the above-named open position: Name of Candidate Number of Votes {The two (2) candidates receiving the highest number of votes shall each be elected for a four (4) year term of office; the three (3) candidates receiving the next highest number of votes shall each be elected for a two (2) year term of office.} Signature: Printed Name: Street Address or Tax Parcel Id Number for your Real Property: Page 9

12 AGENDA TWO LAKES COMMUNITY DEVELOPMENT DISTRICT 730 NW 107 th Avenue, Third Floor, Suite 300 Meeting Room Miami, Florida REGULAR BOARD MEETING November 6, :45 a.m. A. Call to Order B. Proof of Publication...Page 12 C. Seat & Welcome Elected Board Members D. Administer Oath of Office & Review Board Member Responsibilities and Duties E. Establish Quorum F. Election of Officers: (a) Chairperson; (b) Vice Chairperson; (c) Secretary/Treasurer; and (d) Assistant Secretaries G. Confirmation of Landowners Election Results H. Additions or Deletions to Agenda I. Comments from the Public for Items Not on the Agenda J. Approval of Minutes 1. October 17, 2018 Regular Board Meeting...Page 13 K. Old Business 1. Staff Report: As Required L. New Business 1. Consider First Supplemental Engineer s Report Dated 11/6/2018 (Expansion Area) To Be Distributed Under Separate Cover 2. Consider Master Assessment Methodology Report Dated 11/6/2018 (Expansion Area) To Be Distributed Under Separate Cover 3. Consider Resolution No Authorizing Issuance of Bonds and Validation Proceedings Related to the Expansion Area Special Assessment Bonds...Page Consider Resolution No Declaring Special Assessments (Expansion Area)...Page Consider Resolution No Setting Public Hearing on Assessments (Expansion Area).Page Consider Resolution No Declaring Notice of Intent to Use Uniform Method...Page Stormwater Management Project (Quarry Shot Rock) a. Discussion and Consider Amendment to Materials Purchase Agreement-Expansion Area To Be Distributed Under Separate Cover b. Discussion and Consider Amendment to Grant of Easement Stormwater Management Project Expansion Area To Be Distributed Under Separate Cover c. Discussion and Consider Developer s Funding Agreement FY 2018/2019 To Be Distributed Under Separate Cover Page 10

13 8. Discussion Regarding Acquisition Agreement and Conveyance of Improvements M. Administrative & Operational Matters 1. Discussion and Authorization of Expansion Area Lake Tract Appraisal 2. Staff Report: As Required N. Board Member & Staff Closing Comments O. Adjourn Page 11

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15 A. CALL TO ORDER TWO LAKES COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING OCTOBER 17, 2018 District Manager Neil Kalin called the October 17, 2018, Regular Board Meeting of the Two Lakes Community Development District to order at 9:49 a.m. in the Suite 300 Meeting Room of 730 NW 107 th Avenue, Miami, Florida B. PROOF OF PUBLICATION Mr. Kalin presented proof of publication that notice of the Regular Board Meeting had been published in the Miami Daily Business Review on October 5, 2018, as part of the District s Fiscal Year 2018/2019 Regular Meeting Schedule, as legally required. C. ESTABLISH A QUORUM Mr. Kalin determined that the attendance of the following Board Members constituted a quorum and it was in order to proceed with the meeting: Vice Chairperson Teresa Baluja and Supervisors Raisa Krause and Yadira Monzon. Staff in attendance included: District Managers Neil Kalin and Armando Silva of Special District Services, Inc.; and District Counsel Michael Pawelczyk of Billing, Cochran, Lyles, Mauro & Ramsey, P.A. D. ADDITIONS OR DELETIONS TO THE AGENDA There were no additions or deletions to the agenda. E. COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA There were no comments from the public for items not on the agenda. F. APPROVAL OF MINUTES 1. July 18, 2018, Regular Board Meeting and Public Hearing Mr. Kalin presented the July 18, 2018, Regular Board Meeting and Public Hearing minutes and asked if there were any comments and/or changes. There being no comments or changes, a motion was made by Ms. Baluja, seconded by Ms. Monzon and unanimously passed approving the July 18, 2018, Regular Board Meeting and Public Hearing minutes, as presented. G. OLD BUSINESS 1. Update Regarding Stormwater Management Project (Quarry Shot Rock) Mr. Kalin advised that to date and through Requisition #19, the Stormwater Management Project (Quarry Shot Rock) had cost approximately $21,279, Staff Report, as Required Page 13

16 There was no Staff Report at this time. H. NEW BUSINESS 1. Consider Resolution No Adopting a Fiscal Year 2017/2018 Amended Budget Mr. Kalin presented Resolution No , entitled: RESOLUTION NO A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TWO LAKES COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING AND ADOPTING AN AMENDED FINAL FISCAL YEAR 2017/2018 BUDGET ( AMENDED BUDGET ), PURSUANT TO CHAPTER 189, FLORIDA STATUTES; AND PROVIDING AN EFFECTIVE DATE. Mr. Kalin read the title of the resolution into the record and provided an explanation for the document. He further stated that the Operating Fund as of September 30, 2018, had a positive balance. A discussion ensued after which; A motion was made by Ms. Baluja, seconded by Ms. Krause and unanimously passed to approve and adopt Resolution No , as presented; thereby setting the amended/revised final budget for the 2017/2018 fiscal year. 2. Staff Report as Required There was no Staff Report at this time. I. ADMINISTRATIVE & OPERATIONAL MATTERS 1. Reminder: Second Landowners Meeting Scheduled for November 6, 2018 Mr. Kalin reminded the Board of the Second Landowners Meeting scheduled for November 6, Financial Risk Management Policy/Review 2017/2018 Fiscal Year The Board Members were advised that Special District Services, Inc. ( SDS, Inc. ), acting in the capacity of District Manager, as part of best management practices and to satisfy annual audit requirements does implement certain measures and procedures to identify and mitigate financial mismanagement/fraud risks, as follows: a. Each month the District s operating/checking bank account is reconciled by an authorized person who has not deposited funds to, processed expenditures or written checks from, that particular operating/checking account; and b. Each expenditure from the District s operating/checking account requires a minimum of two (2) approvals from authorized staff and/or District officials and the respective approvals are provided by persons other than the preparer of the expenditure(s); and Page 14

17 c. All financial transactions are logged and maintained by the District Manager for record keeping purposes; and d. A designated member of the Board, typically the Chairperson (by an electronic approval procedure), has an opportunity to review the District s expenditure(s) prior to the payment(s) being released; and e. The District engages an independent firm, pursuant to Chapter , Florida Statutes, to audit the prior year s financial activities (October 1 st through September 30 th ) from which an independent fiscal year annual audit is prepared; and f. Within sixty (60) days of the end of each fiscal year (September 30 th ) the District s Board of Supervisors reviews, pursuant to Chapter (5), Florida Statutes, the prior year s budget relative to actual revenues and expenditures and adopts by resolution an amended/revised final budget. 3. Staff Report: As Required There was no Staff Report at this time. J. BOARD MEMBER & STAFF CLOSING COMMENTS Mr. Kalin advised that the next meeting would be held on November 6, 2018, and at the Regular Board Meeting following the Landowners Meeting the Board would commence the assessment process applicable to the Expansion Area. K. ADJOURNMENT There being no further business to come before the Board, a motion was made by Ms. Baluja, seconded by Ms. Krause and passed unanimously to adjourn the Regular Board Meeting at approximately 10:03 a.m. Secretary/Assistant Secretary Chairperson/Vice-Chairperson Page 15

18 RESOLUTION NO A RESOLUTION OF THE BOARD OF SUPERVISORS OF TWO LAKES COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $38,000,000 AGGREGATE PRINCIPAL AMOUNT OF TWO LAKES COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, IN ONE OR MORE SERIES, TO PAY ALL OR A PORTION OF THE DESIGN, ACQUISITION, CONSTRUCTION COSTS OF CERTAIN PUBLIC INFRASTRUCTURE IMPROVEMENTS WITHIN THE EXPANSION AREA OF THE DISTRICT, INCLUDING, BUT NOT LIMITED TO, STORMWATER MANAGEMENT AND CONTROL FACILITIES, INCLUDING, BUT NOT LIMITED TO, RELATED EARTHWORK AND ACQUISITION OF LANDS RELATING THERETO; ROADWAY IMPROVEMENTS AND THE PAYMENT OF ROAD IMPACT FEES; WATER AND WASTEWATER SYSTEMS, INCLUDING THE PAYMENT OF CAPITAL CONTRIBUTION CHARGES; PERIMETER LANDSCAPING; AND ALL RELATED SOFT AND INCIDENTAL COSTS (COLLECTIVELY, THE EXPANSION AREA PROJECT ), PURSUANT TO CHAPTER 190, FLORIDA STATUTES, AS AMENDED; APPOINTING ZIONS BANK, A DIVISION OF ZB, NATIONAL ASSOCIATION TO SERVE AS TRUSTEE; APPROVING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE IN SUBSTANTIALLY THE FORM ATTACHED HERETO AND AUTHORIZING THE USE OF THAT CERTAIN MASTER TRUST INDENTURE DATED JUNE 1, 2017; PROVIDING THAT SUCH BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF TWO LAKES COMMUNITY DEVELOPMENT DISTRICT (EXCEPT AS OTHERWISE PROVIDED HEREIN), THE CITY OF HIALEAH, FLORIDA, MIAMI-DADE COUNTY, FLORIDA, OR OF THE STATE OF FLORIDA OR OF ANY OTHER POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM SPECIAL ASSESSMENTS ASSESSED AND LEVIED ON THE PROPERTY WITHIN THE DISTRICT BENEFITED BY THE EXPANSION AREA PROJECT AND SUBJECT TO ASSESSMENT; PROVIDING FOR THE JUDICIAL VALIDATION OF SUCH BONDS; AND PROVIDING FOR OTHER RELATED MATTERS. WHEREAS, Two Lakes Community Development District (the District ), is a local unit of special-purpose government organized and existing in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the Act ), created by Ordinance No of the Miami-Dade County Board of County Commissioners (the County ), enacted on September 7, 2016, and effective on September 17, 2016; Page 16

19 WHEREAS, the boundaries of the District were expanded ( Expansion Area ) by the enactment of Ordinance No of the County on September 5, 2018 and becoming effective on September 15, 2018; WHEREAS, the District boundaries were expanded for the purpose of delivering certain community development services and facilities within and outside its jurisdiction, and the District has decided to undertake the design, acquisition, construction costs of certain public infrastructure improvements to be located in or to benefit of developable lands within the District including, but not limited to, stormwater management and control facilities, including, but not limited to, related earthwork and acquisition of lands relating thereto; roadway improvements and the payment of road impact fees; water and wastewater systems, including the payment of capital contribution charges imposed by the City of Hialeah, Florida (the City ); and related soft and incidental costs, pursuant to the Act (collectively, the Expansion Area Project ), all as set forth in Schedule I hereto; WHEREAS, the District desires to authorize the issuance of not to exceed $38,000,000 aggregate principal amount of its Two Lakes Community Development District Special Assessment Bonds, in one or more series (collectively, the Bonds ), in order to pay all or a portion of the design, acquisition and construction costs of the Expansion Area Project; WHEREAS, the District desires to provide the terms and conditions under which the District will acquire and cause to be constructed the public infrastructure improvements within the Expansion Area; WHEREAS, authority is conferred upon the District by the Constitution and laws of the State of Florida, specifically including, but not limited to, Sections (9), (14), , (1), (2), (5), (8), (11), (13), and of the Act, to issue the Bonds; and WHEREAS, the District desires to authorize and approve various instruments to be executed and delivered in connection with the Bonds and to provide for the judicial validation of the Bonds pursuant to Section (12), Florida Statutes. NOW, THEREFORE, BE IT RESOLVED by Two Lakes Community Development District, as follows: Section 1. Authorization of Bonds. The District hereby authorizes the issuance of not to exceed $38,000,000 aggregate principal amount of the Bonds in one or more series to (i) finance all or a portion of the costs of the Expansion Area Project; (ii) fund debt service reserve accounts for each series of bonds so issued; (iii) fund capitalized interest for the Bonds, if so required; and (iv) pay the costs of issuing the Bonds. Pursuant to Section (1) of the Act, the Bonds may be issued and delivered by the District in payment of all or a portion of the purchase price of the Project or may be sold at public or private sale. Section 2. Certain Details of the Bonds. The Bonds and the interest thereon, shall not be deemed to constitute a debt, liability or obligation of the District (except as provided herein), the City, Miami-Dade County, Florida (the County ), or of the State of Florida (the State ), or of any other political subdivision thereof, but shall be payable solely from the 2 Page 17

20 Special Assessments (as defined in the form of Indenture hereinafter referred to) levied by the District on property within the District benefited by the Project and subject to assessment, as set forth in the Indenture, and neither the faith and credit nor any taxing power of the District, the City, the County or the State, or of any other political subdivision thereof, is pledged to the payment of the principal of or interest on the Bonds, except for Special Assessments to be assessed and levied by the District to secure and pay the Bonds. The Bonds shall: (i) be issued in one or more series and may be delivered in payment of the purchase price of the Project or sold at public or private sale, as provided in Section (1), Florida Statutes, each series in an aggregate principal amount to be determined by subsequent resolution or resolutions of the District; provided, however, that the total aggregate principal amount of the Bonds issued may not exceed $38,000,000 unless this Resolution is amended prior to the validation of the Bonds authorized herein; (ii) be issued in fully registered form in a minimum principal denomination of $5,000 and any integral multiple of $5,000 in excess thereof, except as otherwise provided in the herein defined Indenture; (iii) bear interest at an average annual rate not exceeding the maximum rate as may then be permitted by the laws of the State as more particularly provided in one or more resolutions adopted by the District prior to the issuance and delivery of the Bonds of any series; (iv) the Bonds of each series shall be payable in not more than 30 annual installments of principal; and (v) be dated as provided in a resolution adopted by the District prior to the issuance and delivery thereof. The final maturity date or dates of the Bonds and the interest rate or rates thereon shall be determined, within the foregoing limits, and any optional, mandatory and extraordinary redemption provisions thereof shall be fixed, by the Indenture hereinafter referred to or by one or more resolutions of the District to be adopted prior to the delivery of the Bonds of any series. In other respects, the Bonds shall be in the form, shall be executed and authenticated, shall be subject to replacement and shall be delivered as provided in the Indenture hereinafter referred to, the form of which is set out as composite Exhibit A attached hereto. Prior to the issuance and delivery of the Bonds, the District shall have undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings and the adoption of resolutions in order to levy and collect Special Assessments upon the lands within the District subject to assessment, all as more specifically required and provided for by the Act and Chapters 170, 190 and 197, Florida Statutes, as the same may be amended from time to time, or any successor statutes thereto. Section 3. Designation of Attesting Members. Each Assistant Secretary of the Board of Supervisors (the Board ) of the District (each individually a Designated Member ) 3 Page 18

21 and the Secretary, or any other appointed Assistant Secretary, are hereby designated and authorized on behalf of the Board to attest to the seal of the Board and to the signature of the Chairperson or Vice Chairperson of the Board as they appear on the Bonds, the Indenture and any other documents which may be necessary or helpful in connection with the issuance and delivery of the Bonds and in connection with the application of the proceeds thereof. Section 4. Authorization of Execution and Delivery of a Second Supplemental Trust Indenture and Authorizing the Use of that Certain Master Trust Indenture, dated June 1, The District does hereby authorize and approve the execution by the Chairperson or Vice Chairperson and any Designated Member and the delivery of a Second Supplemental Trust Indenture (the Second Supplemental ) and authorizes the use of that certain Master Trust Indenture, dated June 1, 2017 (the Master Indenture and collectively with the Second Supplemental, the Indenture ) for the Bonds, each between the District and the Trustee named in Section 6 of this Resolution. The Indenture shall provide for the security of the Bonds and express the contract between the District and the owners of such Bonds. The Second Supplemental shall be in substantially the form thereof attached hereto and marked Exhibit A and hereby is approved, with such changes therein as are necessary or desirable to reflect the terms of the sale of the Bonds as shall be approved by the Chairperson (or in his or her absence, the Vice Chairperson) executing the same, with such execution to constitute conclusive evidence of such officer s approval and the District s approval of any changes therein from the form of Indenture attached hereto. If the Bonds are issued in calendar year 2018, the series designation of the Bonds shall reflect such year. Section 5. Sale of Bonds. Pursuant to the provisions of Section (1) of the Act, the Bonds may be delivered in payment of all or a portion of the purchase price of the Project or may be sold at public or private sale after such advertisement, if any, as the Board may deem advisable but not in any event at less than 90 percent of the par value thereof, together with accrued interest thereon, in conformance with the provisions of the Act. Section 6. Appointment of Trustee. The District hereby appoints Zions Bank, a division of ZB, National Association, to act as trustee under the Indenture (the Trustee ). The Trustee shall also serve as the Paying Agent and Registrar under the Indenture. Section 7. Bond Validation. District Counsel and Bond Counsel to the District are hereby authorized and directed to take appropriate proceedings in the Circuit Court of the Eleventh Judicial Circuit of Florida, in and for Miami-Dade County, Florida, for validation and the proceedings incident thereto for the Bonds to the extent required by and in accordance with Section (12), Florida Statutes. The Chairperson, Vice Chairperson or any Designated Member is authorized to sign any pleadings and to offer testimony in any such proceedings for and on behalf of the District. The other members of the Board, the officers of the District and the agents and employees of the District, including, without limitation, the District Manager, the engineer or engineering firm serving as engineer to the District and the District s underwriter are hereby also authorized to offer testimony for and on behalf of the District in connection with any such validation proceedings. Section 8. Further Official Action; Ratification of Prior and Subsequent Acts. The Chairperson, the Vice Chairperson, the Secretary and each Designated Member and any 4 Page 19

22 other proper official of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Bonds, any documents required in connection with implementation of a book-entry system of registration, any funding agreements, acquisition agreements, true-up agreements and/or completion agreements with the Developer (as such term is defined in the Indenture), and investment agreements relating to the investment of the proceeds of the Bonds and any agreements in connection with maintaining the exclusion of interest on the Bonds from gross income of the holders thereof) and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairperson or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District. The Secretary or any Designated Member is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. All of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved. Section 9. Bond Anticipation Notes. The District may, if it determines it to be in its best financial interest, issue Bond Anticipation Notes ( BANs ) in order to temporarily finance the costs of all or a portion of the Project. The District shall by proper proceedings authorize the issuance and establish the details of such BANs pursuant to the provisions of Section , Florida Statutes, as amended other applicable provisions of laws. Section 10. Subsequent Resolution(s) Required. Notwithstanding anything to the contrary contained herein, no series of Bonds may be issued or delivered until the District adopts a subsequent resolution and/or supplemental indenture for each such series of Bonds, fixing the details of such series of Bonds remaining to be specified or delegating to the Chairperson, the Vice Chairperson or a Designated Member the authority to fix such details. Section 11. Severability. If any section, paragraph, clause or provision of this resolution shall be held to be invalid or ineffective for any reason, the remainder of this resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision. Section 12. Effective Date. This resolution shall take effect immediately upon its adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are hereby superseded. 5 Page 20

23 PASSED in Public Session of the Board of Supervisors of Two Lakes Community Development District, this 6 th day of November, TWO LAKES COMMUNITY DEVELOPMENT DISTRICT By: Name: Neil Kalin Title: Secretary, Board of Supervisors By: Name: Title: Chairperson, Board of Supervisors 6 Page 21

24 SCHEDULE I DESCRIPTION OF THE EXPANSION AREA PROJECT The Expansion Area Project includes, but is not limited to, the following improvements: Stormwater management and control facilities, including, but not limited to, related earthwork and acquisition of lands relating thereto; Water and wastewater systems, including the payment of capital contribution charges imposed by the City; Roadway improvements, including impact fees; Perimeter landscaping; and Related soft and incidental costs. Page 22

25 EXHIBIT A FORM OF SECOND SUPPLEMENTAL TRUST INDENTURE HARD COPY TO BE PROVIDED AT THE MEETING WPB v2/ A-1 Page 23

26 RESOLUTION NO A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TWO LAKES COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THE IMPROVEMENTS TO BE CONSTRUCTED, A PORTION OF WHICH COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE APPORTIONED; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING CERTAIN LANDS WITHIN THE EXPANSION AREA OF THE DISTRICT UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; AUTHORIZING THE PREPARATION OF A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR A PUBLIC HEARING TO CONSIDER THE ADVISABILITY AND PROPRIETY OF THE SPECIAL ASSESSMENTS AND THE RELATED IMPROVEMENTS; PROVIDING FOR NOTICE OF SAID PUBLIC HEARING; PROVIDING FOR PUBLICATION OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Board of Supervisors ( Board ) of the Two Lakes Community Development District ( District ) hereby determines to construct and/or acquire certain public improvements ( Improvements ) described in the First Supplemental Engineer s Report dated November 6, 2018, and as may be further revised, prepared by Alvarez Engineers, Inc. (the Engineer s Report ), and in the plans and specifications available for review at the offices of Special District Services, Inc., located at 6625 Miami Lakes Drive, Suite 374, Miami Lakes, Florida or 2501A Burns Road, Palm Beach Gardens, Florida (the District Offices ); WHEREAS, the District is empowered by Chapters 170, 190 and 197, Florida Statutes, to refinance, finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip and operate the Improvements and to impose, levy, and collect the Assessments (as defined below); WHEREAS, the Board finds that it is in the best interest of the District to pay all or a portion of the cost of the Improvements by imposing, levying, and collecting special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes ( Assessments ) against the assessable lands within the Expansion Area of the District; WHEREAS, the District hereby determines, based on the findings in the Engineer s Report, that benefits will accrue to the property improved, the amount of those benefits, and that the Assessments will be made in proportion to the benefits received as set forth in the District s Master Special Assessment Methodology Report dated November 6, 2018, as may be further supplemented, prepared by Special District Services, Inc. (the Master Report ), a copy of which is available for review in the District Offices, for the assessable lands within the Expansion Area of the District; WHEREAS, the District hereby determines that the Assessments to be levied will not exceed the benefits to the property so improved; Page 1 of 3 Page 24

27 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TWO LAKES COMMUNITY DEVELOPMENT DISTRICT, THAT: Section 1. Board. The above recitals are hereby incorporated and adopted as the findings of fact of the Section 2. The Assessments shall be levied to defray the costs of the Improvements. Section 3. The nature of the Improvements generally consists of, but not necessarily limited to, off-site and on-site roadway improvements including the payment by the District of related road impact fees, stormwater management and drainage systems including the acquisition of a lake tract, water distribution system including the payment by the District of related connection charges, sanitary sewer system including the payment by the District of related connection charges and other related improvements, all as described more particularly in the Engineer s Report and the plans and specifications available for review in the District Offices. Section 4. The general locations of the Improvements are within a tract of land in the District consisting of approximately /- acres located in the City of Hialeah within Miami-Dade County, Florida, in an area bounded by N.W. 170 th Street and Golden Glades Canal on the north, Interstate 75 Expressway ( I-75 ) on the east, West 108 th Street (approximately) on the south and N.W. 97 th Avenue on the west. Section 5. The estimated cost of the Improvements is approximately $29,751, (hereinafter referred to as the Estimated Cost ) based on the Engineer s Report. Section 6. The Assessments will defray approximately $35,030,000.00, which includes all or a portion of the Estimated Cost, plus issuance related costs, capitalized interest, if so required and a debt service reserve requirement. Section 7. The manner in which the Assessments shall be apportioned and paid is contained within the Master Report. Initially, the Assessments will be levied on a per acre basis since the Improvements increase the value of all the lands within the Expansion Area of the District. On and after the date the benefited lands within the Expansion Area of the District are specifically platted, the Assessments will be levied on a per unit/lot basis. Until such time all benefitted lands within the Expansion Area of the District are specifically platted, the manner by which the Assessments will be imposed shall be a combination of a per acre basis and a per unit basis all in accordance with the Master Report. Section 8. The Assessments shall be levied on all lots and lands, within the Expansion Area of the District which are adjoining and contiguous or bounding and abutting upon the Improvements or specially benefited thereby and further designated on the assessment plat and/or assessment roll referenced in the Master Report. Section 9. There is on file in the District Offices an assessment plat showing the area to be assessed, with the plans and specifications describing the proposed Improvements and the Estimated Cost, all of which shall be open to inspection by the public. Section 10. The District Manager is hereby authorized and directed to cause to be made a preliminary assessment roll, as promptly as possible, which shall show the lots and lands to be assessed, the amount of benefit to and the Assessment against each lot or parcel of land and the number of annual installments into which the Assessment is divided. Page 2 of 3 Page 25

28 Section 11. Commencing with the year in which the District incurs obligations for the payment of a portion of the Estimated Cost of the Improvements which are acquired and/or constructed by the District, the Assessments shall be paid in not more than thirty (30) annual installments (not counting any capitalized period) payable at the same time and in the same manner as are ad valorem taxes and as prescribed by Chapter 197, Florida Statutes; provided, however, that in the event the non-ad valorem assessment method of collecting the Assessments is not available to the District in any year, or the District determines not to utilize the uniform method of collection described in Chapter 197, Florida Statutes, the Assessments may be collected in such manner as is otherwise permitted by law. Section 12. Upon completion of the preliminary assessment roll, the Board shall adopt a subsequent resolution to fix a time and place at which the owners of property to be assessed within the Expansion Area of the District or any other persons interested therein may appear before the Board and be heard as to the propriety and advisability of the Assessments or the making of the Improvements, the cost thereof, the manner of payment therefor, or the amount thereof to be assessed against each property as improved. Section 13. Pursuant to Section , Florida Statutes, the District Manager is hereby directed to cause this resolution to be published twice in a newspaper of general circulation within Miami-Dade County. Section 14. In the event this Resolution conflicts with any other Resolution of the District, this Resolution shall govern and the conflicting Resolution shall be repealed to the extent of such conflict. PASSED, ADOPTED and EFFECTIVE this 6 th day of November, ATTEST: TWO LAKES COMMUNITY DEVELOPMENT DISTRICT By: Secretary/Assistant Secretary By: Chairperson/Vice Chairperson Page 3 of 3 Page 26

29 RESOLUTION NO A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TWO LAKES COMMUNITY DEVELOPMENT DISTRICT SETTING A PUBLIC HEARING TO BE HELD ON DECEMBER 19, 2018 AT 9:45 A.M. TO BE HELD IN THE CONFERENCE ROOM LOCATED AT 730 N.W. 107 TH AVENUE, THIRD FLOOR, SUITE 300, MIAMI, FLORIDA 33172, FOR THE PURPOSE OF HEARING PUBLIC COMMENT ON THE LEVY OF NON-AD VALOREM SPECIAL ASSESSMENTS ON CERTAIN PROPERTY IN THE EXPANSION AREA WITHIN THE BOUNDARIES OF THE DISTRICT; PURSUANT TO CHAPTERS 170, 190, AND 197, FLORIDA STATUTES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Board of Supervisors ( Board ) of the Two Lakes Community Development District ( District ) has adopted Resolution No (the Initial Assessment Resolution ), for implementing the limits, definitions, purpose, intent, location, nature and estimated cost of certain proposed infrastructure improvements to be partially defrayed by certain non-ad valorem special assessments on certain benefited properties in the Expansion Area within the boundaries of the District; and WHEREAS, the Initial Assessment Resolution provides for the estimated cost of the proposed infrastructure improvements to be defrayed by the non-ad valorem special assessments and provides further for the manner in which such assessments shall be levied, when the levy shall occur, and setting forth and designating the lands upon which the assessment shall be levied, providing for an assessment plat, the preparation of a preliminary assessment roll, and related matters; and WHEREAS, the Initial Assessment Resolution further provides for notice and conduct of a public hearing to consider the advisability and propriety of the non-ad valorem special assessments and the related infrastructure improvements; and WHEREAS, pursuant to the Initial Assessment Resolution a preliminary assessment roll has been prepared and all of the conditions precedent (as set forth in applicable provisions of Florida Statutes, Chapters 170, 190 and 197, pertaining to the notice and conduct of the aforementioned Public Hearing) have been satisfied and all related documents are available for public inspection in the offices of Special District Services, Inc., 6625 Miami Lakes Drive, Suite 374, Miami Lakes, Florida or 2501A Burns Road, Palm Beach Gardens, Florida (the District Offices ). NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TWO LAKES COMMUNITY DEVELOPMENT DISTRICT, THAT: Section 1. fact of the Board. The above recitals are hereby incorporated and adopted as the findings of Section 2. There is hereby declared to be a public hearing to be held on December 19, 2018 at 9:45 a.m. in the Conference Room located at 730 N.W. 107 th Avenue, Third Floor, Suite 300, Miami, Florida 33172, for the purpose of hearing questions, comments and objections to the proposed non-ad valorem special assessments and the related infrastructure improvements as described in the preliminary assessment roll and in plans and specifications, copies of which are available for public inspection in the District Offices. Affected persons may either appear at the hearing or submit their written comments prior to the meeting to the District Offices. Page 1 of 3 Page 27