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MINUTES OF MEETING. DPl COMMUNITY DEVELOPMENT DISTRICT. The Board of Supervisors of the DP1 Community Development District held a Regular

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COMMUNITY DEVELOPMENT DISTRICT

The Board of Supervisors of the DP1 Community Development District held a Regular Meeting on Tuesday, October 2, 2018, at 2:00 p.m., at the Ponte Vedra Beach Branch Library, 101 Library Boulevard, Ponte Vedra Beach, Florida 32082.

Present were:

Bobby Bennett Lucas Hildebrand Melissa Yuhas Kelly Webb

Also present were:

Craig Wrathell

Katie Buchanan (via telephone) Brad Davis

Park McMillan

FIRST ORDER OF BUSINESS

Chair Vice Chair

Assistant Secretary Assistant Secretary

Wrathell, Hunt and Associates, LLC District Counsel

District Engineer

Gatlin Development Co., Inc.

Call to Order/Roll Call

Mr. Wrathell called the meeting to order at 2:00 p.m. Supervisors Bennett, Hildebrand, Yuhas and Webb were present, in person. Supervisor Paquet was not present.

SECOND ORDER OF BUSINESS Public Comments

There being no public comments, the next item followed.

THIRD ORDER OF BUSINESS Consideration of Public Infrastructure Fee Collecting Agent Agreement

Ms. Buchanan stated that a Rule was previously adopted which imposes the Public Infrastructure Fee (PIF) and Staff ensured that the Developer would incorporate the payment requirement into its leasing documents. Currently, the District is entitled to the PIF revenue

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DPl COD October 2, 2018

and the Developer is required to enforce the non collection of it. The process by which the PIF will go from a requirement that must be paid to one that facilitates the flow of funds to repay the bondholder is as follows:

1. The tenants will be instructed on how they must pay.

2. An oversight process will be developed to make sure that the payment is properly flowing through.

3. Staff will make sure that a person or a group is in place to monitor the payment process. 4. A memo will be drafted and circulated to put both tenants and customers on notice of the PIF and how to pay it.

Ms. Buchanan stated that the Agreement essentially imposes certain obligations on the retailers as to where they publish the notice to make sure that everyone who works within the facilities understands that this additional fee must be paid. There will be signage at the entrances and at the point of sale, along with a requirement that the retailers collect and submit the PIF, pursuant to the procedures that we will separately provide. A Board Member asked if it was confirmed that it would be .05% on all taxable transactions but thought that, at one time, it was said that sales tax was applied to that total. Mr. McMillan confirmed that it will be .05%, plus sales tax. Ms. Buchanan stated, in reviewing the CDD's options, there are two general approaches to having a Collecting Agent; first, the Developer can set up a separate LLC to serve that function and, second, would be to have a neutral third party oversee the process. Given that this is a joint venture, the easiest approach seemed to be to engage a third party. Staff anticipates advising tenants and retailers to submit the PIF directly to the Trustee, meaning it will have a very limited path to payment. The Trustee will then generate reports and the Collecting Agent will review the reports and coordinate with the Developer on any enforcement collection mechanisms that need to take place. The Collecting Agent must also coordinate with District Staff to identify collection procedures, in draft form, and circulate it to current retailers and communicate the information to any new retailers that come online. In response to a Board Member's question regarding who will provide the signage, it was stated that the retailer or the Developer would provide it. Mr. McMillan stated his organization would provide the signs, templates would be submitted to a Design Manager for enhancement and a

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sign company would be contracted to make stickers that will go on vestibules of the storefronts. Ms. Buchanan stated that Article II of the Agreement outlines the appointment of MuniCap, Inc. (MuniCap), as Collecting Agent, and explained the information found in each section of the Agreement, including the District's sovereign immunity and provisions for termination.

Mr. Wrathell asked when Management could start collecting sufficient revenues from the Trustee to fund the District's budget. Ms. Buchanan stated that only the administrative expenses can be funded and not the entire budget.

On MOTION by Mr. Bennett and seconded by Ms. Yuhas, with all in favor, the Public Infrastructure Fee Collecting Agent Agreement, was approved.

FOURTH ORDER OF BUSINESS Discussion: Memorandum to Tenants

Regarding the Public Infrastructure Fee

Ms. Buchanan stated that the Memorandum to Tenants Regarding the Public Infrastructure Fee is provided for informational purposes. As previously noted, the Collecting Agents' submittal instructions will be a separate memo. MuniCap should be involved in drafting and preparing the Memo, which will then be transmitted to the Board, prior to putting it in place, so that District Staff can address questions and concerns.

FIFTH ORDER OF BUSINESS Consideration of MuniCap, Inc., Agreement for Administrative Services

Mr. Wrathell presented the MuniCap Agreement for Administrative Services and called attention to the Scope of Services (Exhibit A) and Fee Schedule (Exhibit B). Ms. Buchanan recommended approval of the Agreement, in substantial form, to make sure that the termination provisions in the Collecting Agent and MuniCap Agreements match. In response to Ms. Yuhas' question regarding the Fee Schedule and whether there are guidelines of hourly rate costs, Mr. McMillan stated that an estimated annual budget will be requested for the first year and every year, thereafter. Ms. Buchanan suggested adding a disclaimer stating to bill the

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DPl COD October 2, 2018

services at the lowest possible rate, meaning that MuniCap would not allow a President to perform an Associate's function.

On MOTION by Ms. Yuhas and seconded by Mr. Bennett, with all in favor, acceptance of the MuniCap, Inc., Agreement for Administrative Services, in substantial form, was approved.

SIXTH ORDER OF BUSINESS Approval of Unaudited Financial

Statements as of August 31, 2018

Mr. Wrathell presented the Unaudited Financial Statements as of August 31, 2018.

On MOTION by Mr. Bennett and seconded by Mr. Hildebrand, with all in favor, the Unaudited Financial Statements as of August 31, 2018, were approved.

SEVENTH ORDER OF BUSINESS Consideration of July 31, 2018 Regular Meeting Minutes

This item was not addressed.

EIGHTH ORDER OF BUSINESS Staff Reports

A. District Counsel: Hopping, Green & Sams, P.A. There being no report, the next item followed. B. District Engineer: Prosser, Inc.

There being no report, the next item followed.

C. District Manager: Wrathe/1, Hunt and Associates, LLC

i. NEXT MEETING DATE: October 23, 2018 at 11:00 A.M. (Ponte Vedra Beach Branch Library)

Mr. Wrathell stated that, due to the library renovations, the next meeting will be held at another location. The meeting will be rescheduled and subsequently advertised.

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NINTH ORDER OF BUSINESS Board Members' Comments/Requests

There being no Board Members' comment or requests, the next item followed.

TENTH ORDER OF BUSINESS Public Comments

There being no public comments, the next item followed.

ELEVENTH ORDER OF BUSINESS Adjournment

There being no further business to discuss, the meeting adjourned.

On MOTION by Mr. Bennett and seconded by Ms. Yuhas, with all in favor, the meeting adjourned at 2:14 p.m.

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DPl CDD October 2, 2018

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