OSPREY OAKS COMMUNITY DEVELOPMENT DISTRICT

Transcription

1 OSPREY OAKS COMMUNITY DEVELOPMENT DISTRICT REGULAR MEETING AGENDA March 6, 2017

2 Osprey Oaks Community Development District 2300 Glades Road, Suite 410W Boca Raton, Florida Phone: (561) Toll-free: (877) Fax: (561) February 24, 2017 Board of Supervisors Osprey Oaks Community Development District ATTENDEES: Please identify yourself each time you speak to facilitate accurate transcription of meeting minutes. Dear Board Members: A Regular Meeting of the Osprey Oaks Community Development District s Board of Supervisors will be held on Monday, March 6, 2017 at 6:15 p.m., at the Clubhouse of Osprey Oaks, located at 7054 Muscovy Court, Lake Worth, Florida The agenda is as follows: 1. Call to Order/Roll Call 2. Public Comments 3. Discussion: District Policy Rules of Procedure/Decorum 4. Approval of Unaudited Financial Statements as of January 31, Approval of Minutes A. December 14, 2016 Regular Meeting B. January 9, 2017 Regular Meeting 6. Update: Paver Maintenance 7. Discussion: Public Records Request(s) from Board Members A. Insurance Policy i. Auto Coverage B. Maintenance Agreement C. Check Registers D. Legal Invoices for 2016 i. Update: Legal Fees Associated with Qualifying Period for General Election E. District Staff Agreements i. District Counsel: Billing, Cochran, Lyles, Mauro & Ramsey, P.A.

3 Board of Supervisors Osprey Oaks CDD March 6, 2017, Regular Meeting Agenda Page 2 ii. iii. F. Bills of Sale 8. Staff Reports A. District Counsel District Engineer: Schnars Engineering Corporation District Manager: Wrathell, Hunt & Associates, LLC i. Update: Legal Process for Removal of Supervisor from the Board B. District Engineer C. District Manager i. Update: Delinquent Assessments and Tax Certificate Sales ii iii. Discussion: Draft RFQ for District Engineering Services and Related Costs NEXT MEETING DATE: April 3, 2017 at 6:15 P.M. 9. Audience Comments/Supervisors Requests 10. Adjournment Should you have any questions and/or concerns, please contact me directly at (561) or Cindy Cerbone at (561) Sincerely, Craig A. Wrathell District Manager FOR BOARD MEMBERS AND STAFF TO ATTEND BY TELEPHONE: Call-in number: Conference ID:

4 Sample excerpt on meeting rules and procedures related to decorum. A. Members (board members) must address all remarks through the presiding officer (chair of the board of supervisors). B. Members of the Governing Body (board members) shall confine their remarks to the question under discussion or debate, avoiding personal references or attacks on fellow members, staff members or members of the public. No member of the Governing Body (board members) shall engage in private discourse or commit any other act tending to distract the attention of the Governing body (board members) from the business before it. C. A member (board member) who resorts to persistent irrelevance or persistent repetition may be directed to discontinue his speech by the presiding officer (chair of the board of supervisors). D. Point of Order A councilor (district counsel) may call attention to the violation of the rules or a mistake in procedure by rising to a point of order. The presiding officer (chair of the board of supervisors) may permit a full explanation before ruling on the claim and may submit the question to the Governing Body (board members) for decision by a majority vote. The presiding officer (chair of the board of supervisors) is not required to decide any point of order not directly presented in the proceedings of the body. Such an assertion does not require a second, is not debatable nor amendable and cannot be reconsidered. E. Question of Privilege Questions of privilege do not relate to pending business, but have to do with special matters of immediate and overriding importance which, without debate, should be allowed to interrupt the consideration of anything else. The presiding officer (chair of the board of supervisors)makes a ruling as to whether it is admitted as a question of privilege and whether it requires consideration before the pending business is resumed.

5 OSPREY OAKS COMMUNITY DEVELOPMENT DISTRICT FINANCIAL STATEMENTS UNAUDITED JANUARY 31, 2017

6 OSPREY OAKS COMMUNITY DEVELOPMENT DISTRICT BALANCE SHEET GOVERNMENTAL FUNDS JANUARY 31, 2017 General Fund Debt Service Fund Capital Projects Fund Total Governmental Funds ASSETS Cash $ 63,035 $ - $ - $ 63,035 Investments Reserve - 132, ,155 Revenue - 125, ,982 Prepayment - 2,323-2,323 Construction Total assets $ 63,035 $ 260,460 $ 27 $ 323,522 LIABILITIES AND FUND BALANCES Liabilities: Due to debt service fund $ - $ - $ - $ - Total liabilities Fund balances: Restricted for: Debt service - 260, ,460 Capital projects Unassigned 63, ,035 Total fund balances 63, , ,522 Total liabilities and fund balances $ 63,035 $ 260,460 $ 27 $ 323,522 1

7 OSPREY OAKS COMMUNITY DEVELOPMENT DISTRICT GENERAL FUND STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES FOR THE PERIOD ENDED JANUARY 31, 2017 Current Month Year to Date % of Budget Budget REVENUES Assessment levy $ - $ 70,127 $ 77,199 91% Interest and miscellaneous N/A Total revenues 3 70,137 77,199 91% EXPENDITURES Professional & administrative Supervisors 1,000 4,000 4, % Management/accounting/recording 3,500 14,000 42,000 33% Legal 1,018 2,503 9,000 28% Engineering ,000 36% Audit - - 4,500 0% Arbitrage rebate calculation - - 1,200 0% Dissemination agent ,000 33% Trustee - - 3,500 0% Telephone % Postage % Printing & binding % Legal advertising ,000 65% Annual special district fee % Insurance - 5,457 5,500 99% Contingencies/bank charges % Website % Information system services % Total professional & administrative 6,135 29,107 76,245 38% Other fees & charges Property appraiser % Tax collector % Total other fees & charges % Total expenditures 6,135 29,808 77,199 39% Excess/(deficiency) of revenues over/(under) expenditures (6,132) 40,329 - Fund balances - beginning 69,167 22,706 10,534 Fund balances - ending $ 63,035 $ 63,035 $ 10,534 2

8 OSPREY OAKS COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES DEBT SERVICE FUND SERIES 2012 FOR THE PERIOD ENDED JANUARY 31, 2017 Current Month Year To Date % of Budget Budget REVENUES Special assessment - on roll $ - $ 112,972 $ 124,358 91% Interest N/A Total revenues 8 112, ,358 91% EXPENDITURES Debt service Principal - 25,000 20, % Interest - 51, ,063 50% Total debt service - 76, ,063 62% Other fees & charges Tax collector - 1,130 1,295 87% Total other fees and charges - 1,130 1,295 87% Total expenditures - 77, ,358 Excess/(deficiency) of revenues over/(under) expenditures 8 35,034 - Fund balances - beginning 260, , ,012 Fund balances - ending $ 260,460 $ 260,460 $ 224,012 3

9 OSPREY OAKS COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES CAPITAL PROJECTS FUND SERIES 2012 FOR THE PERIOD ENDED JANUARY 31, 2017 Current Month Year To Date REVENUES Total revenues $ - $ - EXPENDITURES Total expenditures - - Excess/(deficiency) of revenues over/(under) expenditures - - Fund balances - beginning Fund balances - ending $ 27 $ 27 4

10 MINUTES OF MEETING OSPREY OAKS COMMUNITY DEVELOPMENT DISTRICT A Regular Meeting of the Osprey Oaks Community Development District s Board of Supervisors was held on Wednesday, December 14, 2016 at 4:00 p.m., at the Clubhouse of Osprey Oaks, located at 7054 Muscovy Court, Lake Worth, Florida Present and constituting a quorum were: Meredith Naim Chair Jim Gielda Vice Chair Steve Ratkowski Assistant Secretary John Flaherty Assistant Secretary Michael Smith Assistant Secretary Also present were: Cindy Cerbone Wrathell, Hunt and Associates, LLC Ginger Wald District Counsel Jeff Schnars District Engineer Robert Harding Resident (HOA Board Member) FIRST ORDER OF BUSINESS Call to Order/Roll Call Ms. Cerbone called the meeting to order at 4:01 p.m., and noted, for the record, that Supervisors Gielda, Flaherty, Ratkowski, Smith and Naim were present, in person. SECOND ORDER OF BUSINESS Public Comments In response to questions from Mr. Robert Harding, a resident and HOA Board Member, Ms. Cerbone stated that the CDD was responsible for infrastructure that bond funds paid for; the CDD did not have responsibilities typical of an HOA or POA. If something arises, involving the HOA, Management s first step is to present it to the CDD Board. There were some maintenance issues with the pavers in the community and the CDD had a contract with the HOA to perform maintenance. A certified letter was sent to the HOA but the HOA had not responded, which was why pavers were included on the agenda. 1

11 OSPREY OAKS CDD December 14, Mr. Schnars clarified that it was for the infrastructure paid through the CDD, some of which was paid for by the bond funds and some of which was paid for by the Developer. THIRD ORDER OF BUSINESS Consideration of Resolution , Canvassing and Certifying the Results of the Landowners Election Ms. Cerbone presented Resolution for the Board s consideration. Mr. Ratkowski was elected to a four-year term and would occupy Seat 2. On MOTION by Mr. Gielda and seconded by Ms. Naim, with all in favor, Resolution , Canvassing and Certifying the Results of the Landowners Election, was adopted. FOURTH ORDER OF BUSINESS Consideration of Resolution , Electing Officers of the District Ms. Cerbone presented Resolution for the Board s consideration. Mr. Wrathell should serve as Secretary and Treasurer and Ms. Cerbone as an Assistant Secretary. In response to Ms. Naim s question regarding the definitions of the Chair, Vice Chair, and Assistant Secretary positions, Ms. Wald stated that each Supervisor had exactly the same duties, obligations and powers as any other Supervisor. The Chair or District Manager could preside over meetings. The Chair also had the power and authority to execute official documents, on behalf of the CDD. The Vice Chair had the authority to sign off on documents if the Chair was not present. The Chair, Vice Chair or Assistant Secretaries could act unilaterally; the Board must act as a collective body, in a public meeting, with a quorum of at least three Board Members present, in person. Ms. Wald discussed who could execute documents and authorizing others to execute documents, etc. Ms. Cerbone asked for nominations. Mr. Flaherty nominated Ms. Naim as Chair. No other nominations were made. 2

12 OSPREY OAKS CDD December 14, made. On MOTION by Mr. Flaherty and seconded by Mr. Ratkowski, with all in favor, the nomination of Ms. Naim as Chair, was approved. Ms. Naim nominated Mr. Gielda as Vice Chair. No other nominations were made. On MOTION by Ms. Naim and seconded by Mr. Ratkowski, with all in favor, the nomination of Mr. Gielda as Vice Chair, was approved. Mr. Wrathell was nominated as Secretary and Treasurer. No other nominations were On MOTION by Mr. Ratkowski and seconded by Ms. Naim, with all in favor, the nomination of Mr. Wrathell as Secretary and Treasurer, was approved. Ms. Cerbone stated that she and the remaining Board Members would serve as Assistant Secretaries. The slate of officers was as follows: Chair Meredith Naim Vice Chair James Gielda Secretary Craig Wrathell Treasurer Craig Wrathell Assistant Secretary Michael Smith Assistant Secretary John Flaherty Assistant Secretary Steve Ratkowski Assistant Secretary Cindy Cerbone 3

13 OSPREY OAKS CDD December 14, On MOTION by Ms. Naim and seconded by Mr. Ratkowski, with all in favor, Resolution , Electing Officers of the District, as nominated, was adopted. In response to Mr. Gielda s question about whether the Chair could make motions, Ms. Wald stated that most CDDs, as a default, abided by a loosely-held version of Robert s Rules of Order, which is a guide for conducting meetings and making decisions, as a group. Under Robert s Rules of Order, a Chair cannot make a motion unless the Chair passes the gavel to the Vice Chair. Typically, the Vice Chair or Assistant Secretary could make motions and the Chair could second motions. The only motion that the Chair could make would be for adjournment. FIFTH ORDER OF BUSINESS Discussion: Meeting Schedule for Remainder of Fiscal Year 2016/2017 Consideration of Resolution , Adopting the Revised Meeting Schedule for Remainder of Fiscal year 2016/2017 Ms. Cerbone presented Resolution for the Board s consideration. Meetings would be held on January 9, February 6, March 6, April 3, May 1, June 5, July 10, August 7 and September 25, 2017 at 6:15 p.m., at this location. On MOTION by Mr. Flaherty and seconded by Mr. Smith, with all in favor, Resolution , Adopting the Revised Meeting Schedule for Remainder of Fiscal Year 2016/2017, was adopted. SIXTH ORDER OF BUSINESS Update: Pavers As Mr. Ratkowski was a CDD Board Member and the HOA President, Ms. Cerbone asked how that influenced discussion of the paver issue between the CDD and HOA. Ms. Wald stated that it was beneficial that the subject of the pavers was up for discussion at a District Meeting instead of an HOA Meeting because the CDD Meeting was advertised and there would be no violations of the Sunshine Law. CDD Board Members could violate the Sunshine Law if discussion of items that might come before the CDD Board were discussed at an 4

14 OSPREY OAKS CDD December 14, HOA meeting, unless that HOA meeting were properly advertised as a CDD meeting, as well. CDD Board Members that also serve on the HOA Board or participate in HOA meetings should be cautious during HOA meetings. Mr. Ratkowski stated that the pavers were duly noted in the Deficiency Turnover Audit. A new HOA attorney was recently hired and the Developer would receive the Turnover Audit, along with the lack of financial audit shortly. The HOA would not replace the pavers; the HOA would pursue the Developer for the deficiencies. The HOA would provide an Engineer s Report. A Board Member stated that, as a Supervisor and a Developer representative, they could file a lawsuit and be sued, at the same time, and asked, in what context, the CDD could pursue breaches of contracts, shoddy workmanship, etc., if deficiencies were created by the Developer. Ms. Wald stated that it would be based upon any type of agreement that the HOA had with the Developer or any type of responsibilities that the Developer may have had towards the HOA or any other homeowners; there was a difference between the Developer and the Builder. As to the CDD, it depended on what type of agreements and responsibilities existed between the District and the Developer. The pavers were not District property so they were not the CCD s responsibility. Mr. Schnars stated that the roadways were District improvements on HOA property and an easement is located over the roadway tracts to the District. The roadways were District improvements and the pavers, as part of the roadways, would be a District responsibility. There was an agreement between the District and the HOA for the HOA to provide the maintenance. If the HOA did not provide maintenance, the CDD could take action against the HOA. In response to a question, Ms. Wald stated that, who was liable to the CDD for the deficiencies that the District funded depended on whether the work was on a District roadway and if it was completed, certified and closed out. In response to a question, Ms. Wald confirmed that the Developer s responsibility was satisfied to the District at the completion and the turnover of the Bill of Sale from the Developer to the CDD. The paver issues did not exist at the time the Developer conveyed those improvements to the CDD. Mr. Ratkowski disagreed and recalled three meetings, before a resident-controlled Board was installed, where Mr. Adam Freedman, a former Supervisor, twice assured that the pavers would be handled prior to turnover, which was never done, along with other accusations that were made publicly that never came true, along with the gates and security. 5

15 OSPREY OAKS CDD December 14, Ms. Wald stated that there was the Completion Agreement and the Bill of Sale, where the Developer or the property owner would to turn over to the District those properties that were agreed upon, the functions and the infrastructure that the District would become the owner of and responsible for. At that time, inspections occur to ensure everything was completed, correctly. If there was an inherent issue, such as a manufacturer s defect, then sometimes, along with those agreements, some warranties pass through but it would depend on the issue. District Counsel would then have to go and back and confer with the District Engineer to obtain that information. In response to a question regarding when the CDD accepted the turnover, Ms. Cerbone would review the District s records and provide the information. Board Members should not discuss the findings, outside of a Board meeting, as that would be in violation of the Sunshine Law. Board Members could individually contact her and District Staff. Pavers would be included on the next agenda. SEVENTH ORDER OF BUSINESS Discussion: Distribution of Agenda Packages A. Electronic (one week before meeting) B. Hardcopy (at meeting, FedEx Delivery or USPS) The Board preferred to receive the agenda, electronically, one week before the meeting, receive hardcopies at the meeting. EIGHTH ORDER OF BUSINESS Approval of Unaudited Financial Statements as of October 31, 2016 Ms. Cerbone presented the Unaudited Financial Statements as of October 31, The Board is entitled to a compensation of $200 for attending a meeting in person or via telephone. Ms. Wald stated that, statutorily, each Supervisor could decide whether to be compensated. If the Board received compensation, funds must be budgeted and could not exceed $4,800, per Board Member, or two meetings per month. In response to a question from Mr. Flaherty regarding why legal costs were not listed on the financial statements, Ms. Cerbone stated that no invoices were received during October and invoices received, in November, would be reflected on the November financial statements. 6

16 OSPREY OAKS CDD December 14, Ms. Wald stated that billing was one month in arrears. Mr. Flaherty noted that legal fees were $21,000, two months prior, and requested a breakdown of that bill and the hourly rate charged. Ms. Cerbone would provide the information. Mr. Flaherty asked why the HOA had to hire the District Engineer to update the water usage information, why that was not completed prior to the new Board taking over, why it was half-completed and why the HOA was billed $3,000. Mr. Schnars stated that the original water use permit, obtained by the Developer, only covered a certain amount of the landscaped area and the original assumption was that the irrigation system would not cover everybody s lot; however, that was not the way the system was installed. The system that was installed served everything and went to every pervious surface within the community, including the individual lots. The District Engineer facilitated the original water use permit. The water use permits were prepared very early in the permitting process, before the plan of how the system would operate. In response to Mr. Flaherty s question, Mr. Schnars stated that his firm was District Engineer since Ms. Wald stated that the Notice of Establishment was in 2008 and both District Counsel and District Management were involved since then. The legal hourly rates had not changed since 2010 but Ms. Wald would check to make sure that those hourly rates remained unchanged. Regarding the Audit line item, Ms. Cerbone stated that an external audit occurs each year and, typically, the Board had no involvement. District Management usually presented the Audit but the auditor could attend meetings or call in to present the Audit. Ms. Wald stated that external auditors were required, pursuant to Florida Statutes, and every public entity, including CDDs, must be audited, annually. In response to Mr. Flaherty s request for clarification of the recently-released bonds related to littorals, Ms. Cerbone stated that these were performance bonds as opposed to the CDD s debt service bonds. The performance bonds were released. Mr. Schnars stated that the CDD was not involved with the performance bonds. The littoral shelf and planting and maintenance were by the original owner of the property, when it was developed, and a performance bond was put up, which was just released back to the issuer, which was a bonding company. In response to Mr. Flaherty s question of who certified the littorals, embankment, grading and when, Mr. Schnars replied that it was Waltman Group International (WGI), and the as-built was by Dennis Levy and Associates; the certification was completed before the issues 7

17 OSPREY OAKS CDD December 14, with the lake. Mr. Flaherty stated that an independent survey was recently completed and the engineering company reported deficiencies in the grading before turnover. Mr. Schnars stated that more information could be retrieved from Palm Beach County Environmental Resources Management (ERM), who had all of the data on the as-build and the certification. In response to Mr. Flaherty s question about the CDD s insurance, Ms. Cerbone stated that it covered CDD infrastructure, as well as Directors and Officers coverage. On MOTION by Mr. Flaherty and seconded by Ms. Naim, with all in favor, the Unaudited Financial Statements as of October 31, 2016, were approved. NINTH ORDER OF BUSINESS Approval of November 8, 2016 Regular Meeting Minutes Ms. Cerbone presented the November 8, 2016 Regular Meeting Minutes and asked for any additions, deletions or corrections. The following change was made: Line 25: Change Kim Naim to Ken Naim On MOTION by Mr. Gielda and seconded by Ms. Naim, with all in favor, the November 8, 2016 Regular Meeting Minutes, as amended, were approved. TENTH ORDER OF BUSINESS Staff Reports A. District Counsel There being no report, the next item followed. B. District Engineer Mr. Schnars had nothing to report regarding the water use permit, related to the HOA. With regard to the CDD and the littoral shelf, Mr. Schnars was aware that a survey company was hired and asked to see the findings, upon completion. C. District Manager Mr. Cerbone would provide the Board with answers to the questions posed during the meeting. 8

18 OSPREY OAKS CDD December 14, ELEVENTH ORDER OF BUSINESS Audience Comments/Supervisors Requests In response to a question from Mr. Harding, Mr. Schnars stated that the pavers were originally a CDD improvement but the roadway tract with the pavers, was owned by the HOA. The CDD has an easement over that land for these CDD improvements. Ultimately, the pavers are a CDD responsibility but a maintenance agreement exists between the CDD and the HOA, for the HOA to maintain the CDD s improvement. Mr. Flaherty asked for a copy of the Maintenance Agreement, as it was not presented at turnover and a copy of the District Management agreement with Wrathell, Hunt and Associates. Mr. Flaherty wanted to discontinue the call-in process for meetings. Ms. Wald stated that was not possible because the legislature previously granted Board Members and members of the public the opportunity to attend public meetings by electronic means such as Skype, Face Time, Go-to-meeting or the telephone. Specifically on disallowing a Supervisor to call in, there were many different opinions on this issue and she would provide Mr. Flaherty with those legal opinions and State Statutes. TWELFTH ORDER OF BUSINESS Adjournment There being nothing further to discuss, the meeting adjourned. On MOTION by Ms. Naim and seconded by Mr. Ratkowski, with all in favor, the meeting adjourned at 5:24 p.m. 9

19 OSPREY OAKS CDD December 14, Secretary/Assistant Secretary Chair/Vice Chair 10

20 MINUTES OF MEETING OSPREY OAKS COMMUNITY DEVELOPMENT DISTRICT A Regular Meeting of the Osprey Oaks Community Development District s Board of Supervisors was held on Monday, January 9, 2017 at 6:15 p.m., at the Clubhouse of Osprey Oaks, located at 7054 Muscovy Court, Lake Worth, Florida Present and constituting a quorum were: Meredith Naim Chair James Gielda Vice Chair Michael Smith Assistant Secretary John Flaherty Assistant Secretary Steve Ratkowski Assistant Secretary Also present were: Cindy Cerbone Wrathell, Hunt and Associates, LLC Ginger Wald District Counsel Joi Canton Resident Jonathan Berman Resident Jim Fotis Resident Ken Nain Resident Robert Harding Resident Jeff Fuchs Resident Ralph Lanni Resident Ken Revilla Resident Mahyar Nouri-Shirazi Resident Nathan Houtsma Resident Marilia Rahde Resident FIRST ORDER OF BUSINESS Call to Order/Roll Call Ms. Cerbone called the meeting to order at 6:15 p.m., and noted, for the record, that all Supervisors were present, in person. SECOND ORDER OF BUSINESS Public Comments There being no public comments, the next item followed. 1

21 OSPREY OAKS CDD January 9, THIRD ORDER OF BUSINESS Update: Pavers Ms. Cerbone did not have an update on the pavers and asked if this item should remain on future agendas. Ms. Cerbone previously sent information prepared by District Counsel to the President of the HOA, per the direction of the Board of Supervisors in place prior to the General Election. Mr. Flaherty asked what would cause the CDD to hire an inspector to inspect a deficiency. Ms. Cerbone stated, that a resident could notice something and bring it to the CDD s attention. Mrs. Naim stated, that, until the CDD was contacted by the HOA, the pavers should be excluded from future agendas, unless there was something to discuss. The Board should wait for the HOA to address the pavers. Ms. Cerbone was aware that there were new HOA Board Members and asked if she should resend a letter to the Property Manager and the new HOA President. Mr. Flaherty wanted the District to send a letter of goodwill to the HOA, welcoming the Board and inviting them to a CDD meeting to establish a line of communication, with the hope of working as a team to improve the community. The letter should include the CDD Board of Supervisors names and addresses. Ms. Wald stated that each Supervisor had the same powers and responsibilities but did not have individual authority to act, on behalf of the District, unless the Board took action on a matter or appointed a Board Member to do something. The Board directed the District Manager to draft an introductory letter to residents explaining the CDD and its role. The letter should include the Board Members contact information, congratulate the newly elected HOA Board Members, include ideas of how the HOA and the CDD could work together in support of the community, a reminder that CDD information was on the website and invite them to attend CDD meetings and provide feedback. Ms. Cerbone would draft a letter and forward it to the Property Manager to be distributed to the residents. On MOTION by Mr. Flaherty and seconded by Mrs. Naim, with all in favor, preparation of a letter to the HOA including why the CDD exists, how it operates, contact information, acknowledging the new HOA Board and offering to work together, by the District Manager, was approved. 2

22 OSPREY OAKS CDD January 9, FOURTH ORDER OF BUSINESS Approval of Unaudited Financial Statements as of November 30, 2016 Ms. Cerbone presented the Unaudited Financial Statements as of November 30, Mr. Jonathan Berman, a resident, asked for a brief explanation of the financial statements. Ms. Cerbone stated that a CDD is a governmental entity and must follow Governmental Accounting Standards (GAS). The Debt Service fund was specifically for repayment of the bonds. With regard to the Capital Projects fund, all projects were completed, leaving a $27 balance. Ms. Cerbone stated that the District Manager s office prepares the financial statements. Meetings for the fiscal year were advertised. The meetings were not republished every month but are posted on the CDD website. Ms. Cerbone would check with the Tax Collector s office for any tax certificates or unpaid assessments related to homes in foreclosure and add it as an action item to be discussed at the next meeting. Ms. Wald stated that, if the lender does not pay, the tax certificate would be passed on to the District. In response to a question, Ms. Cerbone stated that the Arbitrage Rebate Calculation was related to the outstanding bonds. Ms. Wald stated that it was part of the bond issuance and a requirement of the Trustee that must be completed annually; it was usually a flat fee and the same amount, every year. In response to a question, Ms. Cerbone stated that the annual Engineering Report was available online. On MOTION by Mr. Gielda and seconded by Mr. Ratkowski, with all in favor, posting the Annual Engineer s Report on the CDD website, was approved. On MOTION by Mr. Flaherty and seconded by Mr. Ratkowski, with all in favor, the Unaudited Financial Statements as of November 30, 2016, were approved. FIFTH ORDER OF BUSINESS Discussion: Public Records Request from Board Members 3

23 OSPREY OAKS CDD January 9, Ms. Cerbone stated that, in response to Board Members public records requests, at the previous meeting, she ed the information to all of the Board Members and copied District Counsel. A. Insurance Policy In response to Mr. Flaherty s question of why a liability auto policy was required, Ms. Wald stated that it depended on the policy and how that it was packaged as part of that bundling deal. It could be that it was anticipated that the District would require it, in the future. B. Maintenance Agreement Mr. Flaherty asked if the Maintenance Agreement could be terminated, at any time, for any reason. Ms. Wald stated that the District must provide 90 days, as recorded in the February 5, 2014 Maintenance Agreement between the CDD and HOA. Mr. Flaherty asked who approved the Agreement. Ms. Wald stated that the Board approved it. As to whether the Maintenance Agreement is the only agreement between the CDD and the HOA on record, Ms. Cerbone stated that it was the only one in her files. Mr. Gielda and Mr. Smith were not aware of any other Agreements between the HOA and the CDD. Mr. Flaherty was uncomfortable that Mr. Gielda executed the Maintenance Agreement, on behalf of the CDD and the HOA, as its President, and asked how to rectify that. Ms. Cerbone stated that, with any changes to an agreement, there must be a majority agreement of the Board to proceed with seeking other maintenance alternatives and considering termination of the Agreement. In response to Ms. Cerbone s question of whether he wanted to make a motion to explore other maintenance opportunities, Mr. Flaherty stated that he wanted a new agreement. In response to Ms. Wald s question of the specific terms of the Agreement that he wanted changed, Mr. Flaherty stated that he was unhappy with the timeline and felt that the Agreement was unfair. Ms. Cerbone stated that, oftentimes, Districts use the HOA to perform maintenance activities, as it streamlines it and enhances the community and the transparency was worthwhile. Mr. Flaherty voiced his opinion that part of the Agreement was written with the perspective that there was a Developer-controlled HOA and CDD, so the Agreement contained verbiage that alleviated the Developer from any recourse; therefore, the wording needed to be changed. Ms. Wald stated that an amended Agreement was required, instead of terminating the Agreement with the HOA; the District would engage the HOA and have discussions to amend the language of certain provisions of the Agreement. If the Board voted for the changes and the HOA agreed, 4

24 OSPREY OAKS CDD January 9, there would be a first-amended Maintenance Agreement, with a new date, and those would be the proper terms of the Agreement. Regarding Mr. Flaherty s desire for an amended Maintenance Agreement with the HOA, Ms Wald stated that the first step should be for the District Manager to provide a courtesy copy of the Agreement to the HOA, followed by a joint meeting or workshop with both entities. Mrs. Naim wanted to hear from current HOA Board members. Ms. Wald stated that the District had a public comment policy that was adopted by the Board, which she would explain, at the end of the meeting. Mr. Jim Fotis, a resident, requested a copy of the Maintenance Agreement. Mr. Berman wanted to know what the Maintenance Agreement covered, why it was not reflected in the budget and whether he could obtain a copy. Ms. Wald stated that the Maintenance Agreement was a public record and copies were readily available. With regard to payment, Ms. Wald stated that the Agreement was between the CDD and the HOA, with the HOA providing the services; therefore, the HOA charged the residents. The Agreement covered the improvements that the District was responsible for, which were part of its infrastructure, such as the lakes, the wet and dry retention areas, the littoral shelves, the wetland mitigation areas, lake banks, irrigation pumps, water flow meters, etc. Mr. Ralph Lanni, a resident, stated that the HOA was undergoing repairs, which were approved by local government. As to whether those repairs were subject to CDD approval, as well, Ms. Wald stated that it depended on whether they were simple repairs or capital improvements; she would research that. In response to a resident question, Ms. Wald stated that the Maintenance Agreement did not cover roadways. Mr. Flaherty asked why the District Engineer was involved with the pavers, in the roads, if the CDD was not responsible for the roads. He wanted to evaluate all expenditures. Check Registers In response to Mr. Flaherty s question, Ms. Cerbone stated the matter with the status of Supervisor elections was resolved. In response to Mr. Flaherty s question, Ms. Cerbone stated that District Management was at fault for not posting or making the proper notification of the original election. C. Legal Invoices for

25 OSPREY OAKS CDD January 9, With regard to Mr. Flaherty s request for a closer examination of legal fees incurred in the latter part of June and in July, Ms. Cerbone would research the matter with District Management and District Counsel and advise at the next meeting. In response to Mr. Flaherty s question about legal fees relative to the Supervisor of Elections, Ms. Wald stated the fees covered her research of case law regarding whether one had to resign their seat to run for a different seat. Ms. Cerbone contacted Mr. Flaherty, via , to explain the steps taken with the Supervisor of Elections to remediate and resolve the error. District Counsel and the Supervisor of Elections agreed to republish the meeting and extend the time period to submit applications. Mr. Flaherty stated that, because of the election issue, residents would be charged for the legal fees incurred. Mrs. Naim stated that she spoke to the Supervisor of Elections regarding the mix-up and was informed that District Management posted several notices, at the same time, for different districts holding upcoming elections and one of them may have been left off. In response to Mr. Flaherty s question about why there was no documentation on the CDD website about a meeting that was held on July 12, 2016, where a resolution was passed on the election issue, Ms. Cerbone would research it and advise at the next meeting. With regard to the check registers and legal invoices, Ms. Cerbone would include a line item on the next agenda, under Legal invoices, regarding what the outcome would be for election related District expenses. As to review of any type of expense to rectify the election issue, Ms. Cerbone stated that there would be no date constraints on her review or the requests; the main concern was what District Management could do to stop the District from having to pay those expenses; whether through insurance or another means. In response to a question, Ms. Cerbone and Ms. Wald explained why Supervisor seats were numbered. Numbered seats made it easier to keep track of seats during the election process. In response to Mr. Berman s question, Ms. Cerbone stated that a list of the current Board Members and their term lengths would be on the CDD website. Seats 1, 2 and 5 were held by Mr. Flaherty, Mr. Ratkowski and Mrs. Naim, respectively, and would expire November, Seats 3 and 4 were held by Mr. Gielda and Mr. Smith, respectively, and would expire November, D. District Staff Agreements District Counsel Billing, Cochran, Lyles, Mauro & Ramsey, PA 6

26 OSPREY OAKS CDD January 9, This item was not discussed. District Engineer Schnars Engineering Corporation Mr. Flaherty wanted to replace the District Engineer. Ms. Cerbone stated that it was a costly process. District Management would prepare the Request for Qualifications (RFQ); the Board would review, approve and make a motion to publish the RFQ. Respondents would submit their responses; the District Manager would arrange interviews with the Board and the Board would have discussions and provide rankings. Ms. Cerbone stated that fees would be incurred for legal advertising. In response to Mrs. Naim s questions about how long and how expensive the process was, Ms. Wald stated that it would take approximately three months and it would cost $2,000 to $4,000 for advertising. On MOTION by Mr. Flaherty and seconded by Mrs. Naim, with all in favor, authorization for the District Manager to prepare a draft RFQ for District Engineering Services and provide estimates of advertising, legal and other costs, was approved. Mr. Ken Naim, a resident, stated that $2,000 was budgeted, annually, for District Engineer and asked why the Board was ready to expend additional funds to hire a new District Engineer. Mrs. Naim stated that it was agreed that the Board would do the due diligence, and, once the draft for the RFQ and accompanying information was submitted, the Board would make a decision. District Manager Wrathell, Hunt & Associates, LLC This item was not discussed. E. Bills of Sale This item would be included them on the next agenda. SIXTH ORDER OF BUSINESS Staff Reports A. District Counsel BOS Attendance via Conference Call 7

27 OSPREY OAKS CDD January 9, Regarding the District s policies and procedures, Ms. Wald stated that, related to allowance of public participation, the Board adopted Resolution , which was a public comment policy and the length of the comments was at the Board s discretion. Telephone participation by the public was not addressed in Florida Statute There was no policy in place as to whether the Board could adopt a policy requiring Board Members to appear in person in order to participate in Board meetings; however, the meeting advertisements disclose that members may participate by telephone. If the Board adopts a different policy, that information must be removed from future advertisements. Mr. Flaherty wanted to prohibit Supervisors from attending meetings, via telephone, as he felt that Supervisors had an obligation to physically attend. On MOTION by Mr. Flaherty and seconded by Mr. Ratkowski, with Mr. Flaherty and Mr. Ratkowski in favor and Mrs. Naim, Mr. Smith, and Mr. Gielda dissenting, prohibiting Board Member attendance by conference call, was not approved. (Motion Failed 3-2) B. District Engineer There being no report, the next item followed. C. District Manager Ms. Cerbone stated that the agenda is prepared and published seven days prior to each meeting and a copy would be ed to all Board Members in advance. Each Board Member had 48 hours to respond with any changes or comments. i. NEXT MEETING DATE: February 6, 2017 at 6:15 P.M. Ms. Cerbone stated that the next meeting will be held on February 6, 2017 at 6:15 p.m., at this location. SEVENTH ORDER OF BUSINESS Audience Comments/Supervisors Requests In response to about question how meetings should be conducted, Ms. Cerbone stated that she sent a draft about meeting policies. Typically, only one person should speak at a time. If a controversy arose and the Chair was presiding, he or she had the right to stop the conversation, 8

28 OSPREY OAKS CDD January 9, temporarily, regroup and continue. If the Chair asked the District Manager to lead, he or she would ask the Chair if a recess or reset was necessary to regain control over the meeting. Ms. Joi Canton, a resident, stated that she noticed sidebar conversations during the meeting and asked if there was a policy to discourage them, as it gave the impression of division among the Board Members and made her feel uncomfortable. Ms. Cerbone stated that Rules of Decorum during meetings would be a good idea but there were no policies currently in place. Mr. Fotis stated that, because the District Manager and District Counsel led the meeting, his impression was that there was dissension within the Board and he wanted to know if the CDD s intention was to assist or assess the HOA. Ms. Cerbone stated that, depending on the topics, the Chair oftentimes chooses not to lead in order to focus more on the discussions, rather than following the agenda and making sure the appropriate steps are followed. Mrs. Naim stated that she asked the District Manager and District Counsel to run the first few meetings, as she was new to the Board and needed to focus on the discussions; however, and as she demonstrated, as the Chair, she stepped in whenever she felt it was necessary. With regard to whether the CDD s role was to assess or assist the HOA, Mrs. Naim stated that it was about wearing different hats and that the Board needed to be courteous and respectful to everyone. Another reason she enlisted the help of District Management and District Counsel was to help in streamlining the meetings so that they do not last for the entire two hours allotted. In response to Mr. Fotis question about her credentials, Ms. Cerbone stated that she is employed by Wrathell, Hunt and Associates, LLC, the District Management firm, and she manages over ten Districts, throughout the State of Florida, and one in Georgia. In response to a resident s questions involving infrastructure, Mr. Gielda stated that two separate conduits were installed within the community and one might have been used by Comcast and there might be two sets of empty conduits in the community. As to whether HOA residents could obtain additional information about them, Mr. Gielda stated they were on file with the District Engineer and Palm Beach County. Regarding whether the Board or JKM Developers signed agreements with Comcast for exclusivity, Mr. Gielda stated there were no exclusive agreements signed for telecom; and both AT&T and Comcast were brought in at the time of development. AT&T was not interested because the CDD would not sign an exclusive agreement. Comcast agreed to install their infrastructure, throughout the community, without any exclusive agreements. Typically, Comcast s terms were not very good for bulk agreements, 9

29 OSPREY OAKS CDD January 9, whereas, in bulk agreements, with a third-party service provider, the terms are better, the infrastructure is more up-to-date, and these providers are better at running fiber optics through the community and to homes. Ms. Canton, a resident, asked Mrs. Naim how she planned to prepare herself to serve as Chair of the Board and if she considered taking classes to educate herself. Mrs. Naim s intention was to learn from those who came before her and to listen carefully during the meetings to get up-to-speed with any and all information discussed. She is open and transparent, in and out of the meetings and she wanted the record to reflect that she received phone calls from the District Manager in preparation for today s meeting. Ms. Cerbone stated that classes were unnecessary and that, in time, Mrs. Naim should feel more comfortable. Ms. Cerbone and Mrs. Naim reviewed every line item on the agenda before the meeting. Mrs. Naim stated that, although she familiarized herself beforehand, she felt more comfortable and more respectful to the residents in attendance to hear the information as accurately as possible as explained by the District Manager and District Counsel, since they had more experience. She planned to lead the meetings in the near future, as she becomes more comfortable with the information. Mr. Flaherty stated that one of the differences between the CDD and the HOA was that the CDD abides by the Sunshine Law and the HOA does not; it was governed by certain State Statutes. CDD Board Members cannot meet and discuss CCD business unless it is in an official, advertised Board meeting. A distinct difference between a CDD and an HOA was that a CDD had staff to facilitate discussions and devise policy, with etiquette in place. Everything was still new to the current Board and the District Manager and District Counsel were the guides. Ms. Canton reiterated her opinion about sidebar conversations and noticed that the Chair did not address them. Mrs. Naim stated that Board Members should be respectful and courteous and she would be more mindful of that. Mr. Jeff Fuchs, a resident, asked where he could find documents related to bond issuance, Master Engineering and Special Assessments and Methodology. Ms. Cerbone stated that most of these public documents were easily accessible online, through the Electronic Municipal Market Access (EMMA) website, managed by the Municipal Securities Exchange. In response to a question about a recall process for the elected Board Members, Ms. Wald would research it. Mr. Flaherty wanted District Counsel to contact the Supervisor of Elections about the recall process, as it was a General Election Seat. Ms. Wald stated that, although it was 10

30 OSPREY OAKS CDD January 9, a General Election Seat, Chapter 190 was still in place and she would research it. In response to the question of when the Landowners -elected seats would change to General Election, Ms. Cerbone stated It was reiterated that Seats, 1, 2, and 5 would expire in 2020 and Seats 3 and 4 would expire in In response to a resident s request for a copy of the draft procedures memo, Ms. Cerbone stated that there were many requests for information. She urged attendees who needed reports to contact her. In response to a question about whether the Americans with Disabilities Act (ADA) covered Board Members, Ms. Wald replied affirmatively. Mr. Flaherty wanted the CDD to adopt the policies of the County, as far as rules and regulations. In response to a question about whether the $200 Board Member payment per meeting was a requirement, Ms. Cerbone stated payment cannot exceed $200 per meeting and the Board Members could accept or decline the payment. In response to Mrs. Naim s question regarding how soon the CDD website would be updated, Ms. Cerbone stated that the request was submitted and she informed the webmaster to prioritize this District. It was noted that the Board Member information and the links should also be updated. Ms. Cerbone stated that all documents sent to Board Members would be via FedEx, because of the urgency and time sensitivity. EIGHTH ORDER OF BUSINESS Adjournment There being nothing further to discuss, the meeting adjourned. On MOTION by Ms. Naim and seconded by Mr. Gielda, with all in favor, the meeting adjourned at 8:46 p.m. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 11

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