MINUTES OF MEETING
AMELIA CONCOURSE COMMUNITY DEVELOPMENT DISTRICT

A special meeting of the Board of Supervisors of the Amelia Concourse Community Development District was held Wednesday, December 18, 2019 at 2:00 p.m. at the Amelia Concourse Amenity Center, 85200 Amaryllis Court, Fernandina Beach, Florida 32034.

Present and constituting a quorum were:
Harvey Greenberg Bill Toohey
Ellen Cator Jordan Beall
Also present were:
Daniel Laughlin Jason Walters Dan McCranie Tony Shiver

Chairman Vice Chairman Supervisor Supervisor

District Manager District Counsel District Engineer First Coast CMS

The following is a summary of the discussions and actions taken at the December 18, 2019 meeting. A copy of the proceedings can be obtained by contacting the District Manager.

FIRST ORDER OF BUSINESS	Roll Call
Mr. Laughlin called the meeting to order at 2:05 p.m.

SECOND ORDER OF BUSINESS	Audience Comments
There being none, the next item followed.

THIRD ORDER OF BUSINESS	Organizational Matters
Acceptance of Resignation of Glen Marvin
A copy of Mr. Marvin's notice ofresignation was included in the agenda package.

On MOTION by Ms. Cator seconded by Mr. Greenberg with all in favor Glen Marvin's resignation was accepted.

Consideration of Appointing a New Supervisor to Fill the Vacancy (2020)

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor Mr. Bill Toohey was appointed to fill the vacancy in seat number four.

Oath of Office for Newly Appointed Supervisor
Mr. Laughlin administered an oath of office to Mr. Toohey.
Consideration of Resolution 2020-01, Designating Officers
Mr. Laughlin stated currently we have Supervisor Greenberg as Vice Chair, Nick Powell as Assistant Secretary, Supervisor Cator as Assistant Secretary and Supervisor Beall as Assistant Secretary. From my office, I am the Secretary and Assistant Treasurer, Jim Perry  is Treasurer  and Assistant Secretary and I'd also suggest adding Jim Oliver and Ernesto Torres  from  my office as Assistant Secretaries for document signing purposes.
Ms. Cator nominated Mr. Greenberg to serve as Chairman.

On MOTION by Ms. Cator seconded by Mr. Beall with all in favor Mr. Greenberg serving as Chairman of the Board was approved.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor Mr. Toohey serving as Vice Chairman of the Board was approved.

On MOTION by Mr. Greenberg seconded by Mr.  Toohey with all in favor resolution 2020-01, designating officers as listed  above was approved.

FOURTH ORDER OF BUSINESS	Approval of the Minutes of the August 20,
2019 Meeting
Approval of the minutes was tabled until the next meeting to allow a more thorough

On MOTION by Mr. Greenberg seconded by Mr. Toohey with all in favor tabling approval of the August 20, 2019 minutes until the next meeting was approved.

review.

The Board members agreed to a summarized transcription of meetings going forward.

FIFTH ORDER OF BUSINESS	Consideration	of	Re-Setting	the	Public
Hearing Date to February 18, 2020 for the Purpose of Adopting Amenity Facility Rental Rates

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor re-setting the public hearing date for the purpose of adopting amenity facility rental rates to February 18, 2020 at 11:00 a.m. was approved.

SIXTH ORDER OF BUSINESS	Consideration of Resolution 2020-02, Setting
a Public Hearing for the Purpose of Adopting Amended and Restated Rules of Procedure
Mr. Laughlin stated I would suggest that we also set this public hearing for the same February 18, 2020 meeting date.
Mr. Walters stated in your agenda package is a memorandum, the resolution, and a
redline of our current rules of procedure. These are rules of procedure we've had since day one  and they govern several aspects of District operations, not the amenity facilities, but things like meetings, notices, procurement and things like that. About every  four or five years my office  goes through and does a comprehensive update to the rules of procedure to make sure they're current with all of the statutory changes and with anything else we think makes sense  for operation of the District. If you look through the document itself, you'll see all of the statutory references and I'd say about 80% of the rules of procedure  is drawn from statute. The other 20% is best practices and efficiencies we've learned over the years. We have to do  this  by  rule through a bearing so for today's purpose we are looking to just set that public bearing.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor resolution 2020-02, setting a public hearing for February 18, 2020 at 11:00 a.m. for the purpose of adopting amended and restated rules of procedure was approved.

SEVENTH ORDER OF BUSINESS	Ratification of the Engagement Letter with
Berger, Toombs, Elam, Gaines & Frank for Preparation of the FY19 Audit Report

Mr. Laughlin stated Berger Toombs was selected by the Board and they gave us three  years of pricing so this company will do the fiscal year 2019 audit and fiscal year 2020 audit and in 2021 we will issue an RFP again.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor the engagement letter with Berger, Toombs, Elam, Gaines & Frank for preparation of the FY19 audit report was ratified.

EIGHTH ORDER OF BUSINESS	Consideration of Renewal of Agreement with
First Coast CMS
Mr. Shiver stated we've been going month to month for quite some time, so this is a renewal agreement. Like always, the services in the agreement are broken down, however we  don't always bill the full contract amount; we will bill for what services the community needs, so basically, if we're not needing to staff the community we prorate the contract and bill the community based on that.
Mr. Greenberg asked how does the cost and the scope of work differ from the previous cost and scope of work?
Mr. Shiver stated the scope of work stays the same. The contract has a site management
agreement in it that was not in my previous contract. My previous contract specified contract administration, included maintenance of the swimming pool and janitorial. It did not have any involvement with residents but we kind of took that on anyway because we were here, so this contract actually includes the site management and dealing with the  residents,  reservations, access cards and stuff that we have been doing for years anyway. There is an increase in the monthly fee of about $400 a month.
Mr. Greenberg asked what is the duration of the contract? Mr. Shiver stated one year.
Mr. Greenberg asked would you consider making that longer and fixing the price?
Mr. Shiver stated absolutely. I would be willing to do it for two years if the Board is looking for that and that would lock in that price for 24 months so long as the services remain the same.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor renewing the contract with First Coast CMS for a period of two years was approved.

NINTH ORDER OF BUSINESS	Consideration	of	Resolution	2020-03,
Amending the FY19 SPE Budget
Mr. Laughlin stated this is a bookkeeping item to balance out the budget. Sometimes line items will fall above or below what was budgeted so this is really just moving money between items to zero out the lines and this is for the SPE budget.
Mr. Walters stated this is related to the special purpose entity that was created by the
District in conjunction with the bondholders to deal with the foreclosed lands, which were phases two and three. It's an LLC that has an operating agreement between the District and the trustee to operate that. As you can see, all of the costs associated with the SPE are funded through bondholder contributions. Because it's related to the CDD auditors have checked it. There have been questions in the past in terms of whether we're subject to the same budgeting requirements for an SPE as the District's own budget and we've taken a conservative approach that we would treat them as such so that is why the District is coming back to see this SPE  budget,  but again, this is not something the District ever has to fund.

On MOTION by Mr. Greenberg seconded by Mr. Toohey with all in favor resolution 2020-03, amending the FY19 SPE budget was approved.

TENTH ORDER OF BUSINESS	Consideration of Proposal from Trim All for
Tree Work
Mr. Shiver stated Trim All has started working on thinning out some of the palmettos and shrubs along the Amelia Concourse fence line as we asked them to per their contract, however there are a lot of trees that are growing into and over the fence on private property so their proposal is to thin that out four feet away from the fence.
The Board discussed the possibility of obtaining other quotes and ultimately decided to approve Trim All's proposal based on wanting to be proactive, Trim All's  satisfactory performance and the difficulty in finding an alternate vendor with the necessary insurance requirements.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor the proposal from Trim All for tree work was approved.

ELEVENTH ORDER OF BUSINESS	Other Business
Mr. Greenberg requested the District's insurance broker attend the next meeting  to evaluate the District's current coverage and provide the Board with options as  it  relates  to pncmg.

TWELFTH  ORDER OF BUSINESS	Staff Reports
Attorney
Mr. Walters stated since the last meeting I have had peripheral  discussion  with folks at the County and I know they have sent letters and other things to Jackson Shaw and my understanding is Jackson Shaw has not been very responsive and the County is evaluating their legal options and I  think they're  going to have it pursue it that way. I've been trying to schedule   a call with the county attorney and his assistant has been trying to coordinate our calendars  but my message to them is we expect them to follow through and that the District  will support them in all of those efforts to the extent possible.
Chairman Greenberg reached out to me in terms of the possibility of refinancing the debt
on the first phase. You have a ten-year call period where you can't refinance but that debt is over ten years old now, so we are in that window where we have that opportunity. I reached out to the bankers that have done all of the financing work here at Amelia Concourse. The biggest hurdle  we are dealing with now is the size of the debt on phase one. There's only about $1.7 million that is still in place, and there are a lot of costs involved with issuing bonds. It's a public security, they're regulated by the SEC and there is a team of people that  have  to be involved  so  the smaller the deal, the more savings that eats into. They've been trying to work with banks instead  of institutional investors because banks have a  more streamlined  process and  they issue more of a loan-type bond, which doesn't require all of the disclosure and other  things  that you  would have in a typical deal and that keeps some of the costs down and makes the process quicker, but banks are a little bit fickle so they're still trying to work that angle. To date they  just  haven't found that partner to work us and they think the cost of issuing debt on such a small piece would be a little bit prohibitive.

Engineer
Ratification of Requisition Nos. 10-12
Mr. McCranie gave an overview of requisition numbers I0-12, copies of which were included in the agenda package.
Mr. Greenberg stated Dan has agreed to sit down and go through all of the invoices to
review and provide clarifications. I think there might be a couple of mathematical errors but in either case we will try to come to some consensus so by the next meeting we can come in with a recommendation to pay his bills.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor requisitions 10-12 were ratified.

Approval of Requisition Nos. 13-18
Mr. McCranie gave an overview of requisition numbers 13-18, copies of which were included in the agenda package.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor requisition numbers 13, 14, 16 and 17 to AJ Johns were approved.

On MOTION by Ms. Cator seconded by Mr. Greenberg with all in favor requisition number 15 to Hopping, Green & Sams was approved.

Consideration of AJ Johns Change Order for Lake Bank Clearing
Mr. Mccranie stated after the last meeting it was requested for  us to find  out the area along the phase one pond bank that is adjacent to and in between the lots for phase 3A. That is property that should have been cleared during phase one and it was never cleared so there's a change order for clearing and re-sodding that area for $13,646.11. We took that information to Dream Finders, because Dream Finders has an agreement to pay anything above and beyond the bond funding. They have reviewed it and recommended approval as well.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor the AJ Johns change order for lake bank clearing was approved.

Mr. McCranie stated I have just received an email in the last week with a Hopping, Green & Sams invoice for $207. I would like to create requisition 19 and have it ratified at the next meeting if that is agreeable to the Board.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor authorizing the District Engineer to process requisition  19 was approved.

Manager
There being nothing to report, the next item followed.

Trim All
Mr. Shiver stated ifthere are any concerns, I will pass them along to Cassandra Faulk. I will say Trim All has been extremely reactive when I have brought things to their attention and they are definitely doing a better job than Martex.

Operations Manager
Report
Mr. Shiver gave an overview of his report, a copy of which was included in the agenda package.
A resident voiced a concern over the holiday decorations. Mr. Greenberg stated there is a
decorating budget number which has been allocated for the purchase of some additional furniture and things for this room that we're hoping we can bring substantially under budget and possibly look to use some of those funds to update our holiday decorations.
Mr. Laughlin stated we also have a budget workshop scheduled for early next year so we
can discuss it then and if needed increase the budget.

Consideration of Proposal for Pressure Washing of Amenity Center and Vinyl Fence

Mr. Shiver stated this proposal is the same exact proposal that was proposed  last year.  The reason I did not get a second proposal is because I obtained two  last year and  Reflections was cheaper, and this is the same amount as last year's proposal. I don't plan on having the work scheduled until late January or February.
Mr. Greenberg stated as we walked the community, we took a look at some of the areas where the end caps are off and some other items and I thought we were looking to make some repairs.
Mr. Shiver stated we're going to have the pressure washing done first because that's the
vast majority of what needs to be done and then we will have the caps repaired  and  the capitals of the stone pillars along with things along those lines.

On MOTION by Ms. Cator seconded by Mr. Toohey with all in favor the proposal from Reflections for pressure washing of the amenity center and vinyl fencing was approved.

THIRTEENTH  ORDER OF BUSINESS	Financial Reports
Balance Sheet and Statement of Revenues & Expenditures
Copies of the financial statements were included in the agenda package.
Approval of Check Register
Mr. Laughlin stated the check register totals $102,529.68.

On MOTION by Ms. Cator seconded by Mr. Greenberg with all in favor the Check Register was approved.

Assessment Receipt Schedule
A copy of the assessment receipt schedule was included in the agenda package.

FOURTEENTH ORDER OF BUSINESS
Audience Comments

Audience Comments I Supervisor's Requests

Mr. Terry Cator, 95193 Periwinkle Place, stated the engineer said that all of the pond  banks in phase one were sodded and I thought, no way. But after giving it a little thought, after about four years that sod disappeared so I support that they were probably sodded and there's nothing anybody can do about it, but we currently have weeds and it's been probably 10 years since they were sodded.

Mr. Bruce Pazula, 95198 Windflower Trail, stated the street signs are in poor condition.
Is that part of the CDD's responsibility?
Mr. McCranie stated if it's in phase one it's in a grey area because of Nassau County allowing a maintenance bond to collapse. If it's in phase two then we would look to Dream Finders and they will make sure it gets fixed until we get to 75% build out of everything.
Mr. Toohey stated I think the issues are phase one.
Mr. Walters stated in the short term, if it's a safety issue we're going to have to take care  of cleaning or up righting the sign if the county won't do it, but we will certainly make that  request each time that they do it to create a record.
Mr. Bruce Pazula brought up the lack of holiday lighting again and Mr. Laughlin noted a budget workshop is scheduled for March 31, 2020 and at that time increasing the budget for holiday lighting and decorations can be discussed.
Mr. David Bellefeuille, 95348 Snapdragon, stated as you come in Bellflower there's a
long white fence with landscaping in front of it. Is that going to be replaced? It's been  like that  for over a year.
Mr. Shiver stated the idea as we're working on this next budget cycle was to get
proposals from Trim All to dress up that entrance.
Mr. David Bellefeuille stated there's a right of way that goes between phase two and I believe phase 3A. Is that going to be sodded or just left open where golf carts can go through? Where the pond and the wetland piece are.
Mr. McCranie stated they have to keep that clear because emergency personnel need
access in the event one road was blocked. It is a county requirement for us to put that strip in.
Mr. David Bellefeuille stated right now it's just a golf cart speedway.
Mr. McCranie stated I don't know how we could stop that because we can't  block  it. We're about to do the final walk through with the county so I can ask them what we are allowed  to do.

fees.

Mr. David Bellefeuille stated there's something on the agenda for proposed  facility  rental

Mr. Greenberg stated  there is a policy  now,  but  it's a very outdated  policy and there's no

difference if a community across the street wants to rent this facility. It's $50 for both residents

and non-residents so that's going to be addressed at the next meeting during a public hearing where we ask for feedback as to guidance on the amounts.
Mr. Greenberg addressed Mr. McCranie stating, you indicated in the original drawings to the county that there was going to be a cut through the center Concourse median by phase three.
Mr. McCranie stated yes, it might have showed on our plans but that was based upon data not provided by us, but the original Connelly & Wicker design. It's not happening.
Mr. Greenberg stated we need to figure out a way to make it happen. There's already
been one major accident there. There's a major safety concern because the trucks are coming out of phase three and don't have the ability to make the left, so they're coming all the way here and turning into Daisy Court in order to be able to make their turn through our cut through. There have been times where there are four or five trucks backed up on the road, which not only eliminates the ability to use the outside lane, but people also can't get out of or into this entrance.
Mr. McCranie asked are you asking me to get proposals for the design and permitting of that opening?
Mr. Greenberg stated I think before anything, we need to make the county aware of the
potentially dangerous situation and then we can take the next step after that if they acknowledge what it is.
Mr. McCranie stated I will tell the county, but I'll tell you the county won't build a
median for us. They will allow us to do it if we wanted to pay for it.
Mr. Charles Gay, 95185 Windflower Trail, stated I've been noticing we're short a board member.
Mr. Laughlin stated we have not received a resignation from him. We've been trying to
get one with no luck so far. He either has to resign or we have to wait until the next general election when the term expires, which is in 2020.
Mr. David Bellefeuille asked if the road is coming apart in phase two, who  do  we contact?
Mr. McCranie stated bring it to Daniel and he will make sure it gets to me. Phase two is
still under a maintenance bond.
Mr. Bruce Pazula asked when should the roads in phase 3 be done? They're working at 6:30 in the morning.

Mr. McCranie stated the construction on the roadways should be completed in the next three months or so. Then you're going to start getting into home construction, which could last three or four years.
Supervisors' Requests
Mr. Walters stated Supervisor Beall is looking  to get off the Board  and  Dream Finders has expressed an interest to still have some representation on the Board from the business and particularly the development side. My personal and professional experience is there's value  in that. You're going to get questions every meeting about the project itself. The thought was if Jordan resigned, Dream Finders reached out with a prospective replacement who could sit on the Board in the landowner's seat. Jordan's term runs until 2022 so that would put us at  three residents, one Dream Finders representative and somewhat of a vacant seat until Nick Powell resigns or his term runs out in November of 2020 and then that seat will be replaced with another resident.
Mr. Greenberg asked how appointing the prospective replacement suggested by Dream
finders, Mr. Ellis Lancaster, would benefit the community.
Mr. Ellis Lancaster stated I just got hired at Dream Finders a few months ago so I just haven't had much knowledge of this project yet. Previously, I worked for a civil contractor, so I have construction knowledge and I understand the development process. I worked at KB Homes after that on the development side managing the contractors and now at Dream Finders I'm working as a land analyst doing more of the front end work, which has a lot of responsibilities in setting up HOAs and stuff like that so they wanted me with all that experience to start sitting on CDD boards and HOA boards. I sit in the same office with all of the guys that are managing that project every day and I will know about this project and be able to contact them directly every day.
Mr. Beall stated my intention is to resign immediately from the Amelia Concourse CDD
board.

On MOTION by Mr. Greenberg seconded by Ms. Cator with all in favor Mr. Jordan Beall's resignation was accepted.

On MOTION by Ms. Cator seconded by Mr. Toohey with all in favor appointing Mr. Ellis Lancaster to fill seat number 5 was approved.

Mr. Bruce Pazula expressed a concern over large construction vehicles using the main entrance. Board and staff members noted that contractors have been told to use the construction entrance and the construction traffic coming through the main entrance should be minimal.

FIFTEENTH ORDER OF BUSINESS	Next Scheduled Meeting
The special meeting originally scheduled for January 21, 2020 was canceled. The next regular meeting is scheduled for February 18, 2020 at 11:00 a.m. at the Amelia Concourse amenity center.

SIXTEENTH  ORDER OF BUSINESS	Adjournment

On MOTION by Ms. Cator seconded by Mr. Toohey with all in favor the meeting was adjourned.

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