07/25/2019 Minutes i611
MINUTES OF MEETING
FLOW WAY
COMMUNITY DEVELOPMENT DISTRICT
The Regular Meeting of the Board of Directors of the Flow Way Community Development District was
held on Thursday,July 25, 2019 at 1:00 p.m. at the offices of Coleman,Yovanovich& Koester, P.A.,4001
Tamiami Trail North,Suite 300, Naples, Florida 34103.
Present and constituting a quorum:
Drew Miller Chairperson
John Wollard Vice Chairperson
Tim Martin Assistant Secretary
Ronald Miller(phone) Assistant Secretary
Tom Kleck Assistant Secretary
Also present were:
James P. Ward District Manager
Charles Thomson District Attorney
Jeremy Arnold District Engineer
Jeremy Fireline District Engineer
Monique Spotts Bryant, Miller, Olive
George Smith BMD
Audience:
Ed Stahley(phone)
Dave Boguslawski (phone)
Tom Coffee (phone)
All resident's names were not included with the minutes. If a resident did not identify themselves
or the audio file did not pick up the name, the name was not recorded in these minutes.
FIRST ORDER OF BUSINESS Call to Order
District Manager James P. Ward called the meeting to order at approximately 1:00 p.m. and all members
of the Board were present at roll call.
Mr. Ward stated the purpose of today's meeting was to conduct a Public Hearing related to the
assessments of the remaining units in the Phase 7 and Phase 8 Bonds, as well as to consider a resolution
to conform the issuance of the bonds.
SECOND ORDER OF BUSINESS Public Hearing
Capital Improvement Program—Phase 7 and Phase 8
I. Public Comment and Testimony
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Mr. Ward called for a motion to open the Public Hearing.
On MOTION made by Mr. John Wollard, seconded by Mr. Tom Kleck,
,and with all in favor,the Public Hearing was opened.
Mr. Ward noted he had not received any public comments,written or verbal, with respect to the
Public Hearing. He asked if there were any public comments; hearing none he called for a motion
to close the Public Hearing.
On MOTION made by Mr. John Wollard, seconded by Mr. Tom Kleck,
land with all in favor,the Public Hearing was closed.
II. Board of Supervisor's Comments
There were no Board Comments.
III. Consideration of Resolution 2019-19 of the Board of Supervisors of Flow Way Community
Development District authorizing District projects for construction and/or acquisition of
infrastructure improvement;equalizing,approving,confirming,and levying special assessments
on property specially benefitted by such projects to pay the cost thereof; providing for the
payment and the collection of such special assessments by the methods provided for by
Chapters 170, 190, and 197 Florida Statutes;confirming the District's intention to issue special
assessment bonds; providing for true-up payments; making provisions relating to the transfer
of real property to governmental bodies; providing for the recording of an assessment notice;
providing for severability,conflicts and an effective date.
Mr. Ward briefly explained Resolution 2019-19 and asked if there were any questions; hearing
none, he called for a motion to adopt the Resolution.
{On MOTION made by Mr. John Wollard, seconded by Mr. Tim Martin,
tand with all in favor,Resolution 2019-19 was adopted and the Chair was
authorized to sign.
IV. Consideration of Resolution 2019-20 a resolution of the board of supervisors of Flow Way
Community Development District supplementing resolution 2018-4 and resolution 2019-19
which resolutions previously equalized, approved, confirmed, imposed and levied special
assessments on and peculiar to property specially benefited(apportioned fairly and reasonably)
by the district's projects;approving and adopting the flow way community development district
supplemental special assessment report for series 2019 phase 7(esplanade)and phase 8 bonds
prepared by JPWard & Associates, LLC and dated July 16, 2019, which sets forth the specific
terms of the Flow ay Community Development District special assessment bonds, series 2019
(phase 7 and phase 8 projects); providing for the supplementation of the special assessments
as set forth in the improvement lien book; and providing for severability, conflicts, and an
effective date.
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Mr. Ward briefly explained Resolution 2019-20 and asked if there were any questions; hearing
none, he called for a motion to adopt the Resolution.
On MOTION made by Mr.John Wollard, seconded by Mr. Drew Miller,
I.
and with all in favor,Resolution 2019-20 was adopted and the Chair was
authorized to sign.
Mr. Ron Miller recommended refinancing the Bonds as soon as possible (in 2023) in an effort to
reduce assessment costs for residents. Mr.Ward agreed.
THIRD ORDER OF BUSINESS Resolution 2019-21
Consideration of Resolution 2019-21 designating the dates,time and location for meetings of the Board
of Supervisors.
Mr. Ward noted State Statute required the Board set a regular time, date and location for meetings. He
explained if the Board chose not to set meeting dates, posted notice (through a public newspaper)
announcing meeting time, location and date would be required. He noted the Board traditionally set a
date,time and location,typically on the third Thursday of the month at the Offices of Coleman,Yovanovich
& Koester. He explained the Community Center could not guarantee date, time and location availability
on a recurring basis;therefore, he felt it was best to continue to hold meetings at Coleman,Yovanovich&
Koester. He noted approval of Resolution 2019-21 did not prevent the Board from holding additional
meetings or from canceling meetings.
Mr. Ron Miller stated he was disappointed the meetings could not be moved to the Community Center as
this would encourage resident participation. Mr. Drew Miller explained the Community Center was new
and there was a lot of interest and activity in the facility. He explained when the Culinary Building opened
a room would be available for meetings. Mr. Ron Miller stated if meetings were held at a Community
facility, residents would find it easier to attend.
Mr. Ed Stahley suggested Mr. Ward and Mr. Kleck sit down with the Community Center Manager and
make an attempt to create an acceptable meeting schedule. Mr. Kleck asked who declined the CDD's
request to hold meetings at the Community Center. Mr. Drew Miller responded the Community Center
Manager did not refuse to permit the CDD to hold meetings at the Community Center; however, the
Manager explained the Community Center was a very busy environment at the moment, many resident
events were being held at the facility, and the CDD did not wish to force others out of the facility.
Discussion ensued regarding the CDD being of higher priority than others, whether the CDD could or
should be forceful regarding meetings at the Community Center, not wishing to push out residents to
make room for CDD meetings,and who to speak with at the Community Center regarding CDD meetings.
Mr. Ward stated approval of the Resolution did not preclude the Board from holding meetings at a
different location. He noted he would reach out to the manager at the Community Center in an effort to
procure the facility for CDD meetings; if he was successful he would propose another Resolution to the
Board.
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Mr. Dave Boguslawski (ph)agreed with Mr. Stahley. He stated he felt it was important to hold meetings
at the Community Center and he encouraged Mr. Ward to meet with the Manager at the Community
Center.
On MOTION made by Mr. John Wollard, seconded by Mr. Tom Kleck,
and with all in favor,Resolution 2019-21 was adopted and the Chair was
authorized to sign.
FOURTH ORDER OF BUSINESS Staff Reports
Staff Reports
a) District Attorney
There was no Report from the District Attorney.
b) District Engineer
There was no Report from the District Engineer.
c) District Manager
There was no Report from the District Manager.
FIFTH ORDER OF BUSINESS Supervisor's Requests and Audience Comments
Mr. Ron Miller indicated he had three separate motions to present to the Board. He gave a brief history
regarding why he joined the CDD Board,as well as a brief history regarding his research into the preserves
area. He stated he believed Taylor Morrison was not fulfilling its obligations. He noted he was not upset
with the Taylor Morrison Board Members as the Taylor Morrison Board Members were not responsible
for the situation. He explained he read the court case which ultimately stipulated the Army Corps permit
was to be followed. He noted the Department of Fish and Wildlife permit, as well as the South Florida
Water Management District permit, contained similar language to the Army Corps permit. He explained
after reading the various permits he discovered the preserves had been conveyed to the CDD prematurely
and the preserves required funding. He indicated he had been in contact with the South Florida Water
Management District who agreed and was researching the premature conveyance of the preserves. He
indicated he had been in contact with the Army Corps who agreed, and noted the outside Legal Opinion
from Cheffy Passidomo agreed as well. He discussed Mr.Tim Hall's presentation regarding the preserves
and indicated he did not agree with Mr. Hall's opinions. He reviewed the contract between the HOA and
the CDD which indicated all maintenance activities would be conducted by the HOA (to include preserve
maintenance). He stated if the CDD wished to maintain the preserves, rather than the HOA, then the
contract should be amended. He indicated he wished for Mr.Ward to do a full accounting of all expenses
the CDD incurred to date with respect to the external preserves by year and the internal preserves by
year. He noted Taylor Morrison was attempting to amend the permits to reflect Taylor Morrison would
not be responsible for the preserves financially if the CDD took ownership; however, he believed litigation,
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as well as input and permission of the CDD, would be required to amend the language retroactively. He
stated he believed Taylor Morrison representatives could serve on the CDD Board without conflict of
interest; however, Florida Law indicated once an individual accepted the position of Board Member, said
Board Member had a fiduciary responsibility to act in the best interests of the Board, regardless of
personal employment. He asked if there were comments or questions. There were none.
MOTION made by Mr. Ron Miller, seconded by Mr. Tom Kleck,for the
Board to take whatever action necessary to reconvey the preserves
back to Taylor Morrison,the motion failed to pass by a vote of 2 aye to
3 nay Mr. Miller and Mr. Kleck voted in favor and Mr. Drew Miller, Mr.
Martin and Mr.Wollard voted against the motion.
Mr. Ron Miller, moved for the Board to take whatever action is necessary to obtain reimbursement of
CDD expenses related to the preserves, both external and internal. Mr. Drew Miller noted if the
landscaping(internal preserves) had not been conveyed to the CDD, it would have been conveyed to the
HOA; therefore, the home owners were paying for the landscaping regardless.
MOTION made by Mr. Ron Miller,seconded by Mr. Tom Kleck, for the
Board to take whatever action necessary to obtain reimbursement of I
CDD expenses related to the preserves, both external and internal,
failed to pass by a vote of 1 aye to 4 nay. Mr. Ron Miller voted in favor 1
of the motion, and Mr. Kleck, Mr. Martin Mr. Wollard, and Mr. Drew
Miller voted against the motion.
Mr. Ron Miller stated he believed even if the internal preserves had been transferred to the HOA, said
preserves would have still been transferred prematurely and the HOA would be in a position to request
reimbursement of expenses. He indicated he felt the residents of Esplanade should not be required to
pay the expenses and should be reimbursed. He stated, however, the reserves were transferred to the
CDD, not the HOA, and therefore the CDD was incurring expenses. He made a motion for the Board to
take whatever action necessary to obtain reimbursement of CDD expenses related to the preserves, both
external and internal. There was no second;the motion died.
Mr. Ron Miller moved for the CDD to immediately discontinue all funding of any maintenance or
mitigation expenses until the situation was resolved. There was no second; the motion died.
Mr. Tom Coffee (ph) stated he agreed with Mr. Ron Miller. He noted he recently reviewed the CDD's
audited financial statements and indicated he would send an email to Mr. Ward with a list of detailed
questions regarding the financial statements. He asked who was responsible for fiscal management of
the CDD. He asked about landscaping maintenance costs and hurricane related costs. Mr. Ward
responded he would be happy to answer Mr. Coffee's questions via email. He explained on a global
perspective the Board had fiduciary responsibility to the CDD while CDD Staff collectively worked to
ensure the law was met for infrastructure cost expenditures.
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SIXTH ORDER OF BUSINESS Adjournment
Mr.Ward adjourned the meeting at approximately 1:42 p.m.
On MOTION made by Mr.Tom Kleck,seconded by Mr.Tim Martin,and
with all in favor,the Meeting was adjourned.
Flow Way Community Development District
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JameyP.Ward,Secretary Drew Miller,Chairperson
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