MINUTES OF MEETING
AMELIA WALK COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Amelia Walk Community Development District was held Tuesday, November 17, 2020 at the Amelia Walk Amenity Center, 85287 Majestic Walk Boulevard, Fernandina Beach, Florida.

Present and constituting a quorum were:

Gregg Kem Mike Taylor Rose Bock Mike Harbison Jeff Robinson
Henry "Red" Jentz Mindi Gilpin

Chairman
Former Supervisor Former Supervisor Vice Chairman Supervisor (by phone) Supervisor
Supervisor

Also present were:

Daniel Laughlin Jennifer Kilinski Lauren Gentry Dan McCranie
Michael Molineaux

District Manager
District Counsel (by phone) Hopping, Green & Sams District Engineer (by phone)
Evergreen Lifestyles Management

FIRST ORDER OF BUSINESS	Roll Call
Mr. Laughlin called the meeting to order at 2:00 p.m. and called the roll.

SECOND ORDER OF BUSINESS	Audience Comments
Ms. Connie Phillips, 85032 Williston Court, stated there are two white pipes coming up at Bistineau at the exchange where you walk across. Just curious what is going on.
Mr. Molineaux asked are they on the sidewalk or in somebody's front yard? Ms. Connie Phillips responded no, they're in the medians.
Mr. Molineaux stated I'll take a look.

THIRD ORDER OF BUSINESS	Organizational Matters
Consideration of Resolution 2021 01, Declal"ing Vacancies for Seats 3 and 5

Ms. Gentry stated this is a very routine resolution. When nobody qualifies to run for open seats in the general election, we are required to declare them vacant effective today and then the Board has the authority to appoint somebody to hold that seat. I understand you have a number of resumes coming up later on the agenda. This item is just to declare the seats vacant. The current supervisors in those seats will hold those seats until the new supervisors are appointed.

On MOTION by Mr. Kem seconded by Mr. Harbison with all in favor Resolution 2021-01, declaring vacancies for seats 3 and 5  was approved.

Consideration of Appointing Supervisors to Fill Seats 3 and 5
Mr. Laughlin stated we have the same resumes we had last month.  Mark Petrosky  asked to be removed from the list of candidates. We can go through the present candidates one at a time like we did last month and then we will appoint each seat one at a time.
Mr. Jentz stated everyone calls me Red. I live on Bistineau Court and have been here about two years. We love it here. My background has been in construction and operations with Proctor & Gamble and I have been involved in some fairly big projects. I'd like to see ifl can help you out or just work together with you all to make sure we protect our investment.
Ms. Bock asked how does that work with your ability to attend these meetings?
Mr. Jentz responded it's 40 hours a week. I was able to get off today and it shouldn't be
·a problem once a month to make a meeting.
Ms. Bock stated I only ask because it seems like at least one seat where we have had several people through it, and it seems like such a small amount of time so I thought I would  ask that question today because it's very important if you want to be on the Board and I know you've attended a lot of our meetings when we were over in Amelia Concourse when the amenity center was being redone.
Mr. Harbison stated the other thing is people were reluctant to get on the Board because of the time of the meeting during the day. Once it is going to be primarily residents, plus  Gregg, could we change it to later?
Mr. Laughlin responded yes, it's up the Board.
Mr. Taylor asked are you familiar with the Sunshine Law?

Mr. Jentz responded yes.
Mr. Tim Duke stated I spoke a little bit last time, but I live at 85425 Cherry Creek  Drive. I've been here a little over four years and my wife and I have two adopted sons.  I've  been in Nassau County since 1992 so I've seen my share of growth. I believe my experience in what I've seen work and did not work would be valuable to the CDD.
Ms. Bock stated you are not here today, so I would ask you how does your job mesh with this obligation, which right now is one afternoon a month. It would be nice if you attended the meetings.
Mr. Tim Duke stated yes, I apologize I thought there was a Zoom portion of this, and I
realize that has been discontinued. I do work full time 40+ hours. I'm working with  my manager to make accommodations. At this point the day does not matter to me, but the middle of the day might, but at this time it works for me.
Ms. Mindi Gilpin, 85063 Champlain Drive, stated we are very  new, I just moved  here in June. I really wanted to do this to get involved in the neighborhood and get to know some people. My background is in customer service so I'm good with people. I'm  now  a stay at  home and my husband works full time so I'm pretty open for meeting times.
Ms. Bock asked are you now employed by Ulta?
Ms. Gilpin responded not anymore. When we moved to Florida I stopped working to stay home with the kids.
Mr. Taylor asked you're aware the difference between HOA and CDD functions?
Ms. Gilpin stated I wasn't until very recently, but I did some research and learned a couple of things.

On MOTION by Mr. Robinson seconded by Mr. Harbison with all in favor appointing Henry "Red" Jentz to seat 3 was approved.

Mr. Laughlin being a notary public of the State of Florida administered an oath  of  office to Mr. Jentz.
Mr. Laughlin stated now we will move to seat 5.
Mr. Harbison stated I would like to move to nominate Mindi Gilpin. I think she represents a huge cohort of the residents, a lot of whom have very similar issues from speeding to all sorts of other things.

Mr. Kern stated I would second that. Tim, we appreciate your interest in the Board.
Mr. Tim Duke stated I appreciate the consideration and I' 11 make an effort to attend more meetings for the next time an opportunity presents itself.

On MOTION by Mr. Harbison seconded by Mr. Kern with all in favor appointing Mindi Gilpin to seat 5 was approved.

Oath of Office for Newly Appointed Supervisors
Mr. Laughlin being a notary public of the State of Florida administered  an oath of  office to Ms. Gilpin.

General Information for New Supervisors
Ms. Gentry stated you will be receiving a  larger  packet  from our office  containing rules and statutes that are applicable to your position, but just to hit the highlights  today, because the CDD is a governmental entity, we are subject to the Sunshine Law, which means that any discussion about District business has to take place in a publicly noticed meeting. You're fine to talk to fellow supervisors about issues here at the meeting. Outside of  the  meeting though, you want to be very careful not to talk about any topics that may come before the Board. That includes face to face conversation, phone conversations, and social media. You're welcome to talk to staff so if you have a question you can direct it to Daniel; if  it's legally related you can talk to our office; if it's related to engineering your engineer is always available, but you cannot discuss things with your fellow  supervisors.  The  second consideration is public records. Again, because we're a governmental entity, the records generated in connection with the District are with a few exceptions, public records, which  means someone from the public could request records from our district manager  and  they would have to produce them. That includes things like our agendas, the invoices  that we pay, but it also includes things like emails that you receive that are connected to District business. Basically, any document connected to District business could be a public record so you want to make sure you're preserving those and also that you're not putting things into a record that you maybe wouldn't want somebody to discover if a request was made. A third  consideration  is  that Florida has a number of ethics laws that are applicable to public officials.  They cover things like conflicts of interest, not accepting gifts over a certain amount. I won't go through

those in detail, you'll have more detail in the packages from us, but just know we are happy to answer any questions that you have.
Mr. Laughlin stated with this packet that I'll give you there are items like Chapter 190 and documents you can review if you have questions. Also, you're both  entitle  to  compensation for these meetings up to $200 per meeting or $2,400 per year.
Mr. Harbison stated just as a suggestion, I set up a separate email which makes it easier to know everything that comes in and out of there is CDD related and you don't have to worry about it getting it mixed up with your personal emails.
Ms. Gentry stated that's a good point. If you'd like you can either copy the District Manager or forward any emails you receive as well, and we will make sure they're preserved.

Consideration of Resolution 2021-02, Designating Officers
Mr. Laughlin stated currently we have Supervisor  Kem as the Chairman,  Mike Taylor as the Vice Chairman and then we Supervisor Harbison as an Assistant Secretary, Supervisor Robinson as Assistant Secretary and Rose Bock was an Assistant Secretary. From  my  office for document and check signing purposes we have James Perry as Assistant Secretary and Treasurer, I am Secretary and Assistant Treasurer, James Oliver is an Assistant Secretary and Ernesto Torres is an Assistant Secretary.
Mr. Harbison stated I move for Gregg Kem to continue as Chair. I think in the transition we've had a lot of issues where he's experienced in the way in which it works, and we can always change the officers. He's been ve1y mindful of our needs as well as the developer's.

On MOTION by Mr. Harbison seconded by Mr. Jentz with all in favor designating Gregg Kem to continue as Chainnan was approved.

On MOTION by Mr. Robinson seconded by Mr. Jentz with all in favor designating Mike Harbison as Vice Chairman was approved.

On MOTION by Mr. Kern seconded by Mr. Harbison with all in favor designating the remaining board members as Assistant Secretaries and leaving the GMS officers in their current positions was approved.

FOURTH ORDER OF BUSINESS	Approval of Minutes of the October 20,
2020
There were no comments on the minutes.

On MOTION by Mr. Harbison seconded by Mr. Kem with all in favor the Minutes of the October 20, 2020 meeting were approved.

Ms. Gentry stated I believe we had approval of individual seats, but we didn 't formally adopt resolution 2021-02.

On MOTION by Mr. Harbison seconded by Mr. Kem with all in favor Resolution 2021-02 designating officers as stated above was approved.

FIFTH ORDER OF BUSINESS	Consideration	of	Resolution	2021-03,
Authorizing and Approving a Change in Registered Agent
Ms. Gentry stated this is a very administrative resolution. The District is required  to have a registered office and registered agent for purposes of formal  notices  and filings that need to be made. The District's registered office under this resolution will remain located at the offices of Hopping Green & Sams in Ta llahassee, but the change is that Jennifer Kilinski from Hopping Green & Sams will be designated as your registered agent.

On MOTION by Mr. Harbison seconded by Mr. Kern with all in favor Resolution 2021-03 authorizing and approving a change in registered agent was approved.

SIXTH ORDER OF BUSINESS	Staff Reports
District Counsel-Letter re: Fiscal Year 21 Fee Increase
Ms. Gentry stated in your agenda package we have a letter regarding a fiscal year 2021 fee increase . When Jennifer was coming on board with this District in reviewing the fees

realized our fees have only been increase one time since the establishment of the District in 2006. Jennifer did reach out to the Chair to give him a heads up that this would be on the agenda. Obviously, we can't poll the Board outside the meeting to get everybody's approval  of it, so we are opening this up for your thoughts and approval today. The  increase is to bring us  in line with the rates that we are charging today for 2020. I want to point out the agreement between HGS and the District contemplates annual increases of $15/hour, which we haven't enacted over the past few years, but this increase that we propose today brings us to where we would be if we had enacted approximately $10 per year increases. That's all spelled out in the letter and you can see the proposed new rates for the shareholder, which is Jennifer, the associate, which is likely to be myself, and the paralegal who would be performing  work on  this District.
Mr. Harbison stated you could have taken these increases every year, but you' re taking them close to all at once but you're saying $10 versus $15. Essentially what we have saved is  the fact that the hours for the last eight or some odd years, we didn ' t have to pay the increases.
Ms. Gentry stated that's correct.
Mr. Harbison stated there's another agreement, but this is just a fee letter, right?
Ms. Gentry stated I know we have represented this District in connection with bond issues so there may be an agreement connected with that. We do have a formal representation agreement with the District, but this letter is just setting out the fees. Nothing else changes.
Mr. Harbison stated so in addition to the corporate work on the CDD, you represent  us in bond issues as well?
Ms. Gentry responded if it's needed. I'm just getting on board,  but I don't think  there  are any active bond issues .
Mr. Laughlin stated no, a few years ago we refinanced but that's it since I've been here. Mr. Harbison asked so there's not another bond counsel?
Ms. Gentry responded there is a bond counsel that assists with that, but we would represent the District's interest.
Mr. Harbison stated my only other question for Daniel is the budget has $22,000. Is that the old rates or the new rates?
Mr. Laughlin responded that is with the old rates. Jennifer mentioned she doesn't see it affecting the budget too much. We don't typically go over the lines such as attorney or

engineer. That would only happen if there was something going on in the District like an improvement or some sort of legal dispute, but I think we will be fine this year.
Ms. Gentry stated I'll also point out we do work on an hourly  basis at the direction  of the Board, so when you direct us to work on a project or there is legal work that needs to be done, it's billed only for the work we actually do so some districts we come in below budget, sometimes a little bit more depending on legal issues that they have, but it's not a flat fee in the budget so we're not proposing to increase that. Jennifer has represented she believes this will  not negatively impact your budget and we always endeavor to keep legal fees as  low  as possible.

On MOTION by Mr. Kem seconded by Mr. Harbison with all in favor the fiscal year 2021 fee increase for Hopping Green & Sams was approved.

Mr. Kern asked moving forward should you or Jennifer the main point of contact  or who can we expect for the meetings?
Ms. Gentry responded Jennifer will be the main point of contact and I will be assisting her on various projects. I may attend some of your meetings depending on what works out best.

District Engineer
Ratification of Requisition No. 69
Mr. McCranie stated requisition 69 is for pay application  number  13 to Earthworks from September. This is one we talked about last month and we recommend and request ratification of that requisition.

On MOTION by Mr. Kem seconded by Mr. Harbison with all in favor requisition number 69 was ratified.

Mr. Laughlin stated for the new supervisors, these are things that are typically done when there is a developer board. This district has stretched out over the years with the pause in construction . The engineer gets the invoices, visits the site and makes sure all the work was

done correctly before he signs off on it and submits a requisition. These items have been reviewed.
Mr. Kern stated just for further clarification, when we're ratifying, they've already been signed and processed . Generally, we only do that for an invoice or pay application that comes through for a contract that we've already entered into and that just allows  us to  meet  the prompt payment policy so we can make sure we're paying on time. You'll see ratification and approval.
Mr. Jentz asked how many contracts do we have like this one that are going to come
up?
Mr. Kern responded it can fluctuate at any given time. This is the largest one currently
that's still open. There are some others with landscaping and generally a lot of the capital improvement projects if those services have already been approved.
Ms. Gentry stated you're seeing these are requisitions here, which means they are requests for money to be paid out of your bond funds, which is why we're bringing these individually to you. Normally, if the District has an ongoing contract like maintenance or that sort of thing, the invoices will be included in your financial records and you'll have the chance to consider them then, but we typically would not bring individual invoices for consideration like this but because it's coming out of your bond funds that's why we bring them for  ratification or approval.
Mr. Jentz asked is there a copy of the scope?
Mr. Kern responded that pay application gives you a good understanding, but there is a formal contract with the site contractor.

Consideration of Requisition 70
Mr. Mccranie stated requisition number 70 is to McCranie & Associates for the oversight work that is specific to construction so ifs not the CDD general fund work and we recommend approval.

On MOTION by Mr. Kem seconded by Mr. Jentz with all in favor requisition number 70 was approved.

Mr. Robinson asked do you have a follow up on the discussion from last month's meeting on the drainage issue on Williston Court?
Mr. McCranie responded I have not heard anything, so I went out there. I think that you had gone out there as well and it looks dry. I sent that to Gregg as well with my observations so no official follow up, but I do not see the issue that has been described or at least I understand there is a little bit of water but I do not think it is significant.

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

Community Manager - Report
Mr. Molineaux stated this month we have raised the canopy on Majestic Walk Boulevard to 15-feet. That is from the main entrance of the community all the way down to the roundabout to accommodate our new residents in phases four and five. We have reviewed the irrigation layout. There was some significant work done by Village Walk and we've realized there were some minor repairs that need to take place of their work. We' ve encouraged our neighbors to put their fence panel back in place between our property and Village Walk. It had been down sometime and it seemed to be a good access point between the two communities.
Maintenance item in process to be completed is we have had our holiday decorations installed for about two weeks. Based on last year's comments I felt it prudent to have them in earlier. They will be going live on Thursday.
Mr. Harbison asked are you going to have a weekly email between now and when they go live?
Mr. Molineaux responded sure, what would you like?
Mr. Harbison responded I just think in your normal email just notify people that the lights are up and they're going to go live.
Mr. Kem stated if there's anything you need in coordinating with Village Walk, I'm happy to help facilitate that if there's something irrigation related or that they should be accountable for.
Mr. Harbison asked do we know if there's going to be a fence between us and the other part of Village Walk?

Mr. Kern responded I believe there was a plan or some detail. I can check and confirm that. I know there was some intent to either maintain or recreate some vegetative buffer but I can't recall if there was a true fence needed on this side.

SEVENTH ORDER OF BUSINESS	Supervisors'	Requests	and	Audience
Comments
Mr. Kem stated I'd like to follow up to try and quantify some shared contribution from Village Walk. I can't recall where we left off, but if we could make that an initiative going into 2021 that would be a benefit to the District.
Mr. Laughlin stated I've looked into it a few times but there is still a little bit to look at.
It's kind of convoluted.
Mr. Kern stated yes, we just have to be able to support our costs to propose that to that development.
Mr . Harbison stated like the wear and tear on the entrance road. Mr. Laughlin stated that and irrigation, electric, etc.
Mr. Kem. stated maybe even holiday lighting and that kind of stuff. It's a nice entry that they benefit from that this district maintains and they've been agreeable to that concept in the past.
Mr. Laughlin stated I will try to get a breakdown by the next meeting.

Audience Comments
Mr . Jimmy Meadows, 85202 Majestic Walk Boulevard, stated I've been here about 12 years, so I was here when all the construction was going on and the concrete trucks were blowing by 100 times a day in front of my house. There was an assessment done after that about an extra $300 or $400 in the CDD fee each year. I was wondering if you guys could do a brief review of why what was assessed and when it's going to go away.
Mr. Laughlin stated the general fund budget is adopted every year. Mr. Jimmy Meadows asked is it a permanent increase?
Mr. Laughlin responded yes. Initially the developer was paying a big chunk of the operations and maintenance assessment so that was part of the increase and also, initially there's not a whole lot of things going on like amenity management, repairs, capital reserve funding and those things weren't part of the general fund initially and as the community has

developed things have been added to the budget. The O&M will always be assessed. Your CDD fees also have a debt service portion, which pays the bond off on the property and that portion will eventually be paid off.
Mr. Jimmy Meadows asked was that 20 or 30 years?
Mr. Laughlin responded 30 years. That can be paid off early or paid down at the homeowner's request.
Mr. Jimmy Meadows asked so ifl could cut you a check tomorrow, I would never have to pay it again?
Mr. Laughlin responded you would have to go through my office and order a payoff estoppel and after payoff that portion would fall off of your next tax bill.

EIGHTH ORDER OF BUSINESS	Other Business
There being none, the next item followed.

NINTH ORDER OF BUSINESS	Financial Reports
Balance Sheet & Income Statement
Assessment Receipts Schedule
Approval of Check Register
Mr . Laughlin stated in regard to the assessment receipt schedule, we are in a fresh year now so we should start seeing money coming in by the end of this month. The check register totals $96,494.56. For the new supervisors, you'll see a breakdown of what checks have been  cut and the actual invoices are attached. The check register is  essentially  for  ratification because a lot of these invoices are for contracts we've entered into, such as security, amenity management , counsel and district management. As part of the check run we also had the 2021 insurance payment, which was about $28,000.

On MOTION by Mr. Kern seconded by Mr. Harbison with all in favor the check register was approved.

TENTH ORDER OF BUSINESS	Next Scheduled Meeting - December 15,
2020 at 2:00 p.m. at the Amelia Walk Amenity Center
Mr. Laughlin stated a lot of districts cancel December meetings depending on people traveling and how light the agenda is, but we can always take care of that later.

Mr . Kern stated I would support foregoing the December meeting.
Mr. Harbison stated I probably won't be able to be there due to surgery.
Mr. Laughlin asked what are your thoughts?
Ms. Gilpin responded I'm fine with it either way.

On MOTION by Mr. Kern seconded by Mr. Harbison with all in favor canceling the December meeting contingent on no necessary District business was approved.

ELEVENTH ORDER OF BUSINESS	Adjournment

On MOTION by Mr. Kern seconded by Mr. Robinson with all in
favor the meeting was adjourned.