LAKEWOOD RANCH STEWARDSHIP DISTRICT
Schroeder-Manatee Ranch, Inc.
14400 Covenant Way, Lakewood Ranch, Florida 34202

Minutes - Board of Supervisor's Meeting
November 6, 2020, 9:00 a.m. Attending and constituting a quorum:

Rex Jensen Tony Chiofalo Scott Almand Ed Hunzeker Jim Schier

Also attending were:

Chair
Vice-Chair/Assistant Secretary Treasurer/Assistant Secretary Assistant Secretary
Assistant Secretary

Jane Gaarlandt Christina Hanna Brent  Wilder Kevin Plenzler Jonathan Johnson Misty Taylor
Brett Sealy Sele Zare
Cynthia Wilhelm Rob Engel
Bob Simons Roger Aman Debbie Byerly

PFM Group Consulting LLC PFM Group Consulting LLC PFM Financial Advisors, LLC PFM Financial Advisors, LLC Hopping Green & Sams BMO
MBS MBS
Nabors Giblin & Nickerson Staniec
SMR SMR SMR

(by phone) (by phone) (by phone) (by phone) (by phone) (by phone) (by phone) (by phone (by phone) (by phone) (by phone)

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

Ms. Gaarlandt called the meeting to order and proceeded with the roll call. The members in attendance are as outlined above.

There were no public comments.

SECOND ORDER OF BUSINESS	Administrative Matters

Administration of Oath of Office to Newly Elected Supervisor

Ms. Gaarlandt noted that Mr. Chiofalo had been administered the Oath of Office prior to the start of the meeting.

THIRD ORDER OF BUSINESS	Consideration of Resolution 2021-07, Canvassing and Certifying the Results of the Landowners Election

On MOTION by Mr. Almand, seconded by Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District Resolution 2021-07, Canvassing and Certifying the Results of the Landowners Election.

Mr. Johnson review the resolution.

FOURTH ORDER OF BUSINESS	Consideration of Resolution 2021-08, Declaring a Vacancy in Seat 1
1

Mr. Johnson noted that no qualified electors had registered for the seat that had transitioned to general election, however, the Special Act provides for such circumstances. The resolution declares a vacancy and the Board has 90 days to fill that vacancy. Until then, the current board member will remain in seat 1.
On MOTION by Mr. Chiofalo, seconded by Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardshi District a roved Resolution 2021-08, Declarin a Vacanc in Seat 1.

FIFTH ORDER OF BUSINESS		Consideration of Appointment of Supervisor to Seat 1

Mr. Johnson noted that Mr. Hunzeker, currently on the Board, is a qualified elector, and recommended appointing Mr. Hunzeker to Seat 1.
On MOTION by Mr. Schier, seconded by Chiofalo, with all in favor, the Board of Supervisors of the Lakewood

   Ranch Stewardshi District a	ointed Mr. Hunzeker to Seat 1.

Mr. Hunzeker resigned from Seat 5 and accepted the appointment to Seat 1.

On MOTION by Mr. Schier, seconded by Almand, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardshi District acce ted Mr. Hunzeker's resi nation from Seat 5.

Mr. Johnson suggested appointing Mr. Jensen to Seat 5 vacated by Mr. Hunzeker and reminded Mr. Jensen that he would not be able to vote on this matter.

On MOTION by Mr. Chiofalo, seconded by Almand, with four in favor and one abstaining, the Board of Supervisors of the Lakewood Ranch Stewardship District appointed Mr. Jensen to Seat 5 vacated by Mr. Hunzeker.

Ms. Gaarlandt administered the oath of office to Mr. Hunzeker and Mr. Jensen.

SIXTH ORDER OF BUSINESS	Consideration of Resolution 2021--09, Election of Officers

On MOTION by Mr. Schier, seconded by Chiofalo, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Resolution 2021-09, keeping the current slate of Officers with Amanda Lane replacing Dr. Fishkind as Assistant Treasurer.

Mr. Johnson recommended keeping the current slate of officers with Mr. Jensen as Chair. Ms. Gaarlandt asked that Amanda Lane replaces Dr. Fishkind as Assistant Treasurer.

SEVENTH ORDER OF BUSINESS	Consent Agenda

Minutes
September 25, 2020 Continued Board of Supervisors Meeting
October 2, 2020 Board of Supervisors Meeting
October 9, 2020 Continued Board of Supervisors Meeting
November 3, 2020 Landowners Meeting
Resolution 2021-10, Ratifying the Sale of the Taxable Series 2020 NE Sector Phase 2B Bonds
Second Amended and Restated Disclosure
of Public Financing (NE Sector Phase 2B)
Iv. Engineer's Report

Change Order No. 89 Under Specific Authorization No. 118
Stantec
Lakewood Centre CORE Roadways Project
Change Order No. 2 Woodruff & Sons, Inc.
Lorraine Rd Water Main Testing (Univ Pkwy to Fruitville)
Numerous extras dictated by Sarasota County in conjunction w/24" water main testing: excavation & remove poly line
Change Order No. 2
Frederick Derr & Company, Inc. Academic Ave. & Lighter wood Trail Roadway Improvements Lighterwood	Trail		Phase:	Fill, regrade,	force	main	testing, casings, gate valves
Change Order No. 8 Ryangolf Corporation
Uihlein Road Phase 3 with SR-64 FOOT Turn Lanes
2", 4" & 6" Conduit (Material &
Install and Owner supplied)
Change Order No. 1 DMK Associates Inc.
Lighterwood Trail and SR 64
Item No. I • Changes during design phase
Item No. II - Changes to permit applications
Change Order No. 219039B York Bridge Concepts Waterside Place
Notice of activation of longer piling clause
Mr. Jensen presented the consent agenda.
On MOTION by Mr. Schier, seconded by Chiofalo, with all in favor, the Board of Supervisors of the Lakewood
   Ranch Stewardshi District a	roved the items on the consent a enda.

EIGHTH ORDER OF BUSINESS	Business Matters

Consideration of Financing Matters Relative to the Northeast Sector Phase 2C, Series 2020 Bonds
MBS Capital Markets, LLC IBA Supplement
Presentation	of	Supplemental Assessment
Consideration of Resolution 2021· 11, Delegation Resolution
Thirty.Second Supplemental Trust Indenture

Bond Purchase Contract
Preliminary Limited Offering Memorandum
Continuing	Disclosure Agreement
Other	Matters	(provided	under separate cover)

Mr. Sealy presented the IBA supplement specific to the project.

On MOTION by Mr. Chiofalo, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the
   Lakewood Ranch Stewardshi District a	roved the MBS Ca ital Markets, LLC IBA Su	lement.

Mr. Plenzler presented details of the Supplemental Methodology Report noting that the assessments were found to be reasonably and equitably allocated and that there is a benefit received in excess of the cost of the related assessments.

On MOTION by Mr. Chiofalo, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the
   Lakewood Ranch Stewardshi District A	roved the Su	lemental Assessment Methodolo	Re ort.

Ms. Taylor reviewed the delegation resolution and its exhibits.
Mr. Sealy introduced Ms. Wilhelm, who had taken over as bond counsel.

On MOTION by Mr. Chiofalo, seconded by Mr. Almand, with all in favor, the Board of Supervisors of the
   Lakewood Ranch Stewardshi District a	roved Resolution 2021-11, Dele ation Resolution. There were no additional items to consider.
NINTH ORDER OF BUSINESS		Consideration of Financing Matters Relative to Star Farms project, Series 2021 Bonds
Agreement for Consulting Engineering Services with Waldrop Engineering, P. A.
Consideration	of	Financing	Team
Funding Agreement with Forestar (USA) Real Estate Group, Inc.
Other Matters (provided under separate cover)

Mr. Johnson presented the standard form agreement for Consulting Engineering noting that the funding agreement to be considered as the next item ensures that the cost associated with the agreement is covered by Forestar.

On MOTION by Mr. Almand, seconded by Mr. Chiofalo, with all in favor, the Board of Supervisors of the

   Lakewood Ranch Stewards hi District a	roved the A reement for Consultin En ineerin Services. Mr. Johnson presented the standard form Financing Team Funding Agreement.

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the

   Lakewood Ranch Stewardshi District a	roved the Financin Team Fundin A reement. There were no additional items to consider.
TENTH ORDER OF BUSINESS	Consideration of Bid Award for White Eagle
Blvd. Signalizations Project (White Eagle Blvd. at Malachite Rd. and White Eagle Blvd. at 44th Avenue East)

Award Recommendation Letter and Bid Tabulation
Resolution	2021-12,	Award	of Contract

Mr. Engel presented the recommendation to award the contract for White Eagle Blvd. Signalizations Project to Woodruff & Sons, Inc. for the total bid amount of $1,562,817.98.

On MOTION by Mr. Hunzeker, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardshi District a	roved Resolution 2021-12, Award of Contract.

ELEVENTH ORDER OF BUSINESS

Mr. Almand presented for the Board's Consideration:

Financial Matters

Draw Requests & Requisitions

Requisition List for Draw No. 2 Azario Lakewood Ranch Project Series 2020 Bond

On MOTION by Mr. Chiofalo, seconded by Mr. Hunzeker, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Requisition List No. 2 for the Azario Lakewood Ranch Project.

Requisition List for Draw No. 23 Lakewood Centre & NW Sector Series 2018 Bond

On MOTION by Mr. Chiofalo, seconded by Mr. Hunzeker, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Draw No. 23 for Lakewood Centre & NW Sector.

Requisition List for Draw No. 16 Lakewood Centre North
Pre-Funding

On MOTION by Mr. Chiofalo, seconded by Mr. Hunzeker, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Draw No. 16, Lakewood Centre North - Pre-Funding.

Requisition List for Draw No. 11 Lakewood National and Polo Run Project Series 2017 Bond

On MOTION by Mr. Chiofalo, seconded by Mr. Hunzeker, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Draw No. 11 for Lakewood National and Polo Run Project.

Requisition List for Draw No. 1 Northeast Sector Phase 2B Series 2020 Bond

On MOTION by Mr. Chiofalo, seconded by Mr. Hunzeker, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Draw No. 1 for Northeast Sector Phase 2B.

Requisition List for Draw No. 11
The Villages of Lakewood Ranch South Pre-Funding - Landowner/County Construction Funding Agreement

On MOTION by Mr. Chiofalo, seconded by Mr. Hunzeker, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District accepted the Construction Funding and approved payment of Requisition List No. 11 for The Villages of Lakewood Ranch South.

TWELFTH ORDER OF BUSINESS	Compilation Report

Mr. Chiofalo noted that the fiscal year 2020 auditing is in progress.

THIRTEENTH ORDER OF BUSINESS	Staff Reports

Manager's Report - No Report

Attorney's Report - No Report

Engineer's Report - Mr. Engel presented for the Board's approval:

The project is currently out for bid.

Specific Authorization No. 121 Stantec
Services Associates with the Lakewood Ranch Stewardship District
Pope Road Bidding Services

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Specific Authorization No. 121, Staniec.

Change Order No. 8
Frederick Derr & Company, Inc.
Rangeland Pkwy Improvements and Post Blvd. Extension
Add work along Lorraine ROW, Mod of Lorraine/Rangeland Intersection; Improvements for landowners adjacent tto the ROW

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved Change Order No. 8, Frederick Derr & Company, Inc.

Proposal
MSB Services, LLC
Bourneside North Phase Ill Lighting - From Sta. 66+00 to 100+00
Bid Price: $186,842.70
Improvements for landowners adjacent to the ROW

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the MSB Services, LLC Proposal.

Proposal
Creative Mailbox Designs CORE Phase2
Bid Price: $91,678.81

On MOTION by Mr. Chiofalo, seconded by Mr. Schier, with all in favor, the Board of Supervisors of the Lakewood Ranch Stewardship District approved the Creative Mailbox Designs Proposal.

FOURTEENTH ORDER OF BUSINESS

There were no Supervisor requests.

FIFTEENTH ORDER OF BUSINESS

There were no audiencecomments.

SIXTEENTH ORDER OF BUSINESS

Supervisor Requests

Audience Comments

Adjournment

Mr. Sealy responded to a question from Mr. Chiofalo relative to the timeline for the Northeast Sector Phase 2C, Series 2020 Bond transactionthat the closingis anticipatedto take place on December 9th.

Mr. Jensen asked for a motion to adjourn the meeting.

On MOTION  by Mr. Chiofalo, se	aed by Mr. Schier, with all in favor, the Board of Supervisors of the LakewoodRanch Stewardshi	1stri ct moved to ad·ourn the November 6, 2020 meetin .