ROLLING HILLS COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Rolling Hills Community Development District was held Tuesday, December 8, 2020 at 6:00 p.m. in the Rolling Hills Amenity Center, 3212 Bradley Creek Parkway, Green Cove Springs, Florida 32043.

Present and constituting a quorum were:

Shannon Jordan Frank Mattera Rose Bock David Church John Miller

Also present were:

Jim Oliver Michelle Rigoni Freddie Oca Larry Edmiston Jimmy Haynes

FIRST ORDER OF BUSINESS

Chairperson Vice Chairman Supervisor Supervisor Supervisor

District Manager
District Counsel (by telephone) Riverside Management (by telephone) Riverside Management
Tennis Pro

Roll Call

Mr. Oliver called the meeting to order at 6:00 p.m. and called the roll.

SECOND ORDER OF BUSINESS	Audience Comments
There not being any, the next item followed.

THIRD ORDER OF BUSINESS	Organizational Matters
Oath of Office for Newly Elected Supervisors
Mr. Oliver being a notary public of the State of Florida administered the oath of office to Mr. Mattera and Mr. Miller.

General Information for New Supervisors
Mr. Oliver stated I have had conversations with Frank and John and they are now public officials and as such they are subject to Florida's public records law and the sunshine law. The

sunshine law essentially says that board members can only talk about district matters upon which decisions are to be made at a noticed meeting. You can talk with anybody in the world about CDD business except the other four supervisors. All the documents generated by the CDD for the most part are subject to public records law, but there are some exemptions in the statute. As such you are subject to public records requests. That seldom happens at the supervisor level, usually ifthere is a records request it will come to me or the attorney and we will handle that. If someone makes a request of your records, please contact the attorney or me and we can talk about that request and the best way to handle it. To the extent those requests may come it is important to keep all of your records segregated from your business and personal records so if you need to get to them you can do it pretty quickly and it makes it not such a challenge. My office keeps all the official district records so if you don't have a particular record that is not a problem, I can get them for you. Some supervisors set up a separate email account and you can do that or not, it is not required. If you are texting or making entries on social media about district business, you should take screen shots of that because that is subject to public records requests also.

Election of Officers, Resolution 2021-02
Mr. Oliver stated after each general election cycle a board is reconstituted and elects its officers. The majority of the previous board members were developer appointed or elected through landowners' elections and had Bill Tew as chairman and he is no longer on the board and Rose Bock as vice chair. This board will determine who is going to be chair and vice chair and the remainder of the board serves as assistant secretaries so they can execute documents. There are people from my office who serve as secretary, treasurer and assistant secretaries and assistant treasurers because there is a lot of work we do between meetings.

On MOTION by Ms. Bock seconded by Mr. Mattera with all in favor Ms. Jordan was elected chairperson.

On MOTION by Ms. Bock seconded by Mr. Miller with all in favor Mr. Mattera was elected vice chairman.

On MOTION by Ms. Jordan seconded by Mr. Mattera with all in favor Resolution 2021-02 was approved reflecting the following officers: Shannon Jordan chairperson, Frank Mattera vice chair, Jim

Oliver secretary, Rose Bock, David Church, John Miller, James Peny, Rich Hans and Ernesto Torres assistant secretaries, James Perry treasurer and Patti Powers assistant treasurer.

Discussion of Assigumeuts of Supervisor Areas of Interest
Mr. Oliver stated the next item is not something we have to complete tonight, but Shannon and I have talked about this in the past and is something we have found success with, in other districts. It is assignment to supervisors to certain areas of interest, so we know if someone is going to work with staff on an issue they know who to go to between meetings. Some of the areas we have done in other districts are amenity center, programming and events, landscape maintenance and pond maintenance, security and technology, finance and accounting and communications. We can go through that now and you can make decisions, it is something you can hold over and we can talk about at the end of the meeting or you can make those decisions at the next meeting.
The following areas of interest were given as follows:
Ms. Jordan will have the amenity center.
Mr. Miller will have security and technology.
Mr. Mattera will have communications, programming/events, finance & accounting. Mr. Church will have landscape & pond maintenance.

FOURTH ORDER OF BUSINESS	Approval of the Minutes of the July 23, 2020
Meeting and the October 13, 2020 Meeting

On MOTION by Ms. Jordan seconded by Mr. Mattera with all in favor the minutes of the July 23, 2020 meeting and October 13, 2020 meeting were approved as presented.

FIFTH ORDER OF BUSINESS	Consideration	of	Resolution	2021-03
Ratifying the Sale of the Series 2020 Bonds
Mr. Oliver stated the next three items are related to the bond issue process, the bonds issued for the series 2020 area, that is the area under development. It is important to note that the bond issue doesn't impact any of the residents' assessments. It only impacts the future residents who will be living on those new areas.

Ms. Rigoni stated Resolution 2021-03 is a typical resolution that follows a closing of the sale of bonds to wrap up that process. It gives the details of the bonds and recognizes that certain officers and staff members of the district took various actions in issuing the bonds, which actions were previously authorized by the bond resolution.

On MOTION by Ms. Jordan seconded by Mr. Mattera with all in favor Resolution 2021-03 was approved.

SIXTH ORDER OF BUSINESS	Ratification of Notice of Series 2020 Special
Assessments
Ms. Rigoni stated next is notice of series 2020 special assessments. This is a statutorily required notice that staff recorded in the public records of Clay County. It provides potential homeowners with a notice of the existing assessments on those lands. This one is specifically in regard to the newest phase and this is specific only to that phase. It was executed as part of the documents for the bond issuance and we are looking for a motion to ratify the recording.

On MOTION by Ms. Bock seconded by Ms. Jordan with all in favor the recording of the notice of the series 2020 special assessments was ratified.

SEVENTH ORDER OF BUSINESS	Consideration	of	Amended	&	Restated
Disclosure of Public Financing
Ms. Rigoni stated next is the amended and restated disclosure of public financing. Chapter 190 requires all CDDs to take an affirmative step to provide disclosure of the publicly financed improvements. There was an original disclosure that was recorded with the first issuance in 2006 and this simply amends and restates some of that information and also updates it to include information with the latest issuance and the development changes. Both the developer and engineer have reviewed them and signed off on the information provided.

On MOTION by Ms. Bock seconded by Mr. Miller with all in favor the amended and restated disclosure of public financing was approved and staff was authorized to record the document in the public records.

Mr. Oliver asked will I need to get all five supervisors to sign the first page of that disclosure tonight or would the previous board execute it?
Ms. Rigoni responded we just need the chairman to sign the signature page and I will update the first page to include all the board member's names.

EIGHTH ORDER OF BUSINESS	Update from Tree Amigos Outdoor Services
(Landscape Maintenance)
Mr. Edmiston stated I contacted Tree Amigos and they were unable to have a representative here today, but they did give me updates and assured me that someone would be at the next meeting. I told them we would like them to attend at least every other meeting to give a property update.
They took over the property the week before Thanksgiving and we had to do an emergency
cut. The pond in the back, Laurel Springs, that was bushhogged and cut down to where it can now be maintained and treated and it was put on the monthly maintenance plan. Tree Amigos will bring a specialist out here next week to look at all the trees and let us know what it is going to take to get that all trimmed.

NINTH ORDER OF BUSINESS	Presentation Regarding Proposal for Tennis
Programming at Rolling Hills
Mr. Oliver stated we have never had any tennis programming of any length. To give you a little history, Rolling Hills was originally developed by East West Partners, the same folks who developed Eagle Landing and Eagle Harbor, they are both tennis communities. This was supposed to be a tennis community, but we went through the recession and we are trying to dig ourselves out of the hole and a new developer came on board and that has been on the back burner. Jimmy contacted us a few times about getting some type of program started. We know Jimmy because for a number of years he worked for OMS as one of the tennis pros at Oakleaf Plantation right across from Eagle Landing and they have quite a robust program. He is here tonight to give you some ideas to see if we can come up with a way to move forward with a tennis program and I think he is going to mention pickleball, which is the hottest thing going right now.
Mr. Haynes stated I would like to put together a family friendly atmosphere program of tennis and pickleball for all ages starting at age 3. In May we stated doing some stuff across the street and it has gone really well. We had a 10 and under team and they wore jerseys that said,

Tennis at Rolling Hills. They competed in the USTA Junior Team Tennis League this fall and they did really good. I believe the parents were very pleased with what we were doing. I'm certified by the United States Professional Tennis Association and the Professional Pickleball Registry. I teach two clinics at Oakleaf at a 55 and over community and they love it. I would like to do lessons and clinics and some competitive type stuff.
Mr. Oliver stated this is at no cost to the district, it is user funded so they pay to play.
Ms. Rigoni stated we typically enter into some form of license agreement so the tennis professional has the right to be on district property and it will detail the specifics.
Mr. Haynes stated as patt of being the USPTA we have a $6 million liability policy that includes any time I'm on the courts teachlng tennis or pickleball and Rolling Hills is listed as an additional insured for 2020 and 2021. I would like to start as soon as possible. Clay County has been really good but there are no lights over there and I really don't have a reservation for a court over there. I would like to offer some free clinics to meet everybody and get everybody playing and see what we can do.
Mr. Mattera asked any residents who want to take lessons will pay, right?
Mr. Haynes responded yes.
Mr. Mattera stated it is not going to cost us anything, but we are not going to get anything at the end of the year. Correct?
Mr. Haynes responded I think it is an attractive addition to your amenities that you can say
you have a tennis professional. We have a free pickleball clinic once a month. If people are interested in those sports to know that someone is here dedicated to that sport is attractive.
Ms. Bock stated we can get Shannon, Jimmy and Freddie together to talk and come up with a program.
Ms. Jordan stated I have talked to them about what he wants to bring. I'm in favor of working with him to get that agreement in place and put that out into the community.
Mr. Edmiston asked who is going to be in charge of the maintenance of the courts? Is that going to fall back on us if they need to be painted or restriped or nets get broken?
Ms. Jordan stated I think that should still fall back on us; he is not doing this for an excessive profit.
Ms. Bock stated I agree.
Mr. Oliver stated there will be some reasonable give and take in the future if this takes off.

On MOTION Mr. Miller seconded by Mr. Mattera with all in favor the proposal for tennis and pickleball programming was approved subject to preparation of an agreement by district counsel and reviewed by the chair.

Mr. Haynes left the meeting at this time.

TENTH ORDER OF BUSINESS	Consideration of Parking Policies
Mr. Oliver stated in your agenda packets is a sample of parking policies from another district and a towing policy that we have in another district. The reason we brought these before the board is that you have a lot of problems with people parking and damaging the turf and there are some areas the CDD has no authority over and typically that is the right of way area between the curb to the sidewalk and a little beyond that. The tow truck is not going to tow from there because it is not our property. There are enough common areas in this district that it makes sense to have a parking policy. Ifwe have a parking policy we do have some enforcement mechanisms especially if they damage our turf or irrigation system.
If we had a towing agreement the district would incur no cost but if we have people who are violating these parking policies the amenity manager could note that and with the approval of the amenity manager we could have that towing take place. We never want to tow someone and frankly, once you have these towing policies in place, very seldom do you have to use them; just the threat of being towed will cause some people to change their behavior.
Ms. Jordan stated I would like to see added if they park on our common areas and damage
the turf, I would like to have a fine to replace that.
Mr. Oliver stated we don't have the authority to fine, but we did put in a line that we can seek restitution for the cost of those damages.
Mr. Miller stated I have seen someone on a golf cart doing donuts. Is that something we need to look at, using a golf cart on the turf? There are several very large 4 X 4 vehicles.
Mr. Oliver stated I will talk to the attorney about that. Especially in today's climate, be very careful about approaching residents or non-residents that may be doing things like that. There is no need to get into some type of confrontation. The best thing we can do is report it to Larry or Freddie or me and we will see what we can do, especially if we know who is doing that. We will

also make the Clay County Sheriffs Office aware of it so that they know we are having some problems. You do use the Clay County Sheriff on a part time basis, the off-duty officers patrol here. If they are aware of things they have this incredible network of talking to other cops who talk to people they interact with and they find out things.
If there is anything we can do to finetune these policies to customize them for Rolling Hills we will do that. We can work with a specific board member to finetune these and then circulate a new draft as we approach our next meeting.
Knowing you want to do this I will come up with two new draft policies, one for the parking, one for towing and circulate that within the next week or so and you can read through it and independently send your comments back to me on things you may want added or reworded and we will continue to finetune that product and have the policies formally approved at our next meeting.
Mr. Oca joined the meeting by telephone during this item.
Ms. Jordan asked can we ask the county to get no street parking within our district? Mr. Oliver responded we can ask.
Mr. Mattera stated one of the problems in this community is we have no extra parking and
if a family has three cars, one is in the street.
Mr. Oliver stated we need to remember that the CDD is a limited form of government and is formed for the financing, construction and operation and maintenance of the assets owned by the CDD. The first question we always ask is, does the CDD own it and if the CDD doesn't own it we probably can't manage it by law. In most CDDs the interior roads are typically owned by the local government whether it is city or county. There are some CDDs that own the roads but there are just a handful that do.
We will take that approach with the policies and circulate a draft customized to what we
talked about for Rolling Hills.

ELEVENTH ORDER OF BUSINESS

This item discussed above.

TWELFTH ORDER OF BUSINESS
A.	Security Cameras

Consideration	of   Agreement	with	ASAP Towing

Consideration of Proposals

This item taken at the end of the meeting.

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

FOURTEENTH ORDER OF BUSINESS
Attorney

Staff Reports

Ms. Rigoni stated as part of the recent bond issuance the district entered into various agreements with the developer, which guaranteed among other things that the district would be able to acquire the improvements being built as well as the work products associated with the project. Those costs are generally reimbursable from bond proceeds some of which has been advance funded by the developer. Pursuant to that acquisition agreement the developer recently requested that the district obtain those engineering work products and reimburse the developer for the advance funding for the engineering costs. We are in the process of preparing the acquisition documents including the certification by the engineer of those engineering costs. Once the costs are certified Shannon can sign the acquisition documents as chair in between board meetings and we will bring it back to ratify it by the board.
Ms. Jordan stated our cost for developing those 139 homes will still be within the bond
budget and the developer pays any excess. Is that con-ect?
Mr. Rigoni responded con-ect, whatever gets certified will be legitimate costs that will be reimbursable from the proceeds of the bonds. Whatever we do not fund with the bond proceeds the developer will be obligated to complete the improvements under the completion agreement.
Ms. Jordan stated what you are saying is we would get the proceeds of the bond but if the bonds are not enough the developer is responsible for completing the project. Ifwe do this on the front end are we guaranteed to get reimbursed for whatever it is we are paying?
Mr. Oliver stated what is happening here is we had an engineer's report and that was all the cost estimates to do all the capital work. Rather than waiting for the bonds to be issued, the developer said we will start the work now with the idea that once the bonds are issued we will be reimbursed for those costs and the district will get all the work product for those costs. Eventually all these improvements are conveyed to the district. Furthermore, any costs that go beyond the estimated $4.2 million have to be paid by the developer and there is a document called the

developer's construction completion agreement, which he signs that he will cover the rest of those costs.
Ms. Jordan stated my concern is that the community does not come out of pocket to pay
for something that would have been paid for through the bonds and any excess paid by the developer.
Mr. Oliver stated the district hasn't spent any money on this construction project, it has all
been advance funded by the developer. Once the attorney is happy with that packet she talked about, which certifies all the work products and signed off by the engineer at that point we will prepare a requisition, give it to the trustee, U.S. Bank, and they will write a check to the developer in the amount of what has already been paid for by the developer. Every time there is a requisition to be paid that requisition will come before the board and it may be a pay application for $35,000, it will be explained to you and you will approve it, I will then send the requisition to U.S. Bank and they will pay whoever that particular vendor is. At some point we will see the balance of the construction fund go down and we will also have a good idea of what is left to complete and if there is more to complete the construction than the funds available, we know at some point the developer is going to have to start writing those checks. At every meeting we will have requisitions to present and there are very good controls in place. The engineer has to certify it, the board has to approve it, then I send it to the trustee who will only release those funds if it is in accordance with the trust indenture of the bonds.

On MOTION by Ms. Jordan seconded by Ms. Bock the chair was authorized to work with staff on finalizing the acquisition documents for engineering work product related to Series 2020 project.

Engineer
There being none, the next item followed.

Manager
Mr. Oliver stated new supervisors feel free to contact me any time. There is no need to wait for a meeting if there is some information you need. Ifl'm not in the office you will probably meet Sarah Sweeting if you have not spoken with her before, she is the recording secretary with the district and she can do things quicker than I can.

We will talk about the financials in a few minutes; these are the unaudited financials. As a unit of government in Florida we are required to have an audit performed each year by an independent CPA firm. That was completed for the last year and now we are starting fiscal year 2020, which ended on September 30th.

Operations/Amenity Manger
Report
A copy of the operations report was included in the agenda package.

FIFTEENTH ORDER OF BUSINESS	Supervisors Requests
Ms. Jordan stated I was going to ask about the status of the sinkhole.
Mr. Oliver stated I will send him an email and copy you. Keith recently had some medical issues and he is on the mend.
Mr.  Mattera  stated  the community  sign  is a  pet  peeve of mine.	I would like to see
something welcoming; the sign we have is horrible. I would like to see a sign with some lighting so that we could put future meetings up there. I would like to get a price for a double sign with lighting and I would be willing to donate up to $1,000 towards the sign.
Mr. Edmiston stated I will do some investigative work on that.
Mr. Mattera stated I want it to be big enough so I can change one message and leave the important stuff on the right.
Mr. Edmiston stated I will try to get quotes for the next meeting.
Mr. Mattera stated we have a beautiful amenity center and with COVID there is not much we can do. At some point I would like to see if we can do something to the amenity center such as a mini restaurant, a bar or something like that. I would like to use it on a regular basis.
Mr. Oliver stated we will do some research on that and circle back with you.
Ms. Bock stated at St. Johns Golf & Country Club we have food trucks every Friday and someone schedules those to come in. Down the road when it is a little safer you may want to look into that because it does bring people together.
Mr. Oca stated I don't mind doing the food trucks, but we only have a certain amount of people come to these events. Two or three food trucks won't want to come out for the amount of

people we have at our events. I have tried to get more than one food truck to come out, but it is hard because they know the amount of people we have.
Ms. Bock stated I want to talk about masks. I have been watching the room and we have
had 10 or 11 people here, divided in half as to whether we are wearing them or not wearing them. I think you will find that the people who have kept theirs on are committed to this. Our new president said in the first 100 days of his administration he would like eve1ybody to commit to it and let's get COVID out of here. I don't go to a restaurant if the servers don't wear masks. I'm watching people talking and wondering what's coming out in the air and the scary part ofCOVID is you can have it or you can be a spreader and you have no symptoms. In case I am one of those, I have my mask on. I would like to see us make that something that you cannot come in here without a face covering and I would like us all to keep them on for the health of the community. I don't know if you can do that or not, I don't know if you don't have a mask on if you can commit to that, but maybe that is just going to be the way the meetings are going to be and we have to have it. We are the people who are going to make this country better and we are going to make Rolling Hills better. I didn't know anybody who has COVID until just after Thanksgiving.
Mr. Miller stated I work with security in the hospital. I see what this has done to people and I'm one of the ones who help remove the bodies. There are too many people dying, but it is all from underlying causes. I see the statistics for Florida and I also see for Middleburg and Clay and I strongly urge anybody to have it on here. When my son and I go in the house, we put our clothes in a bag to be laundered, boots stay outside. So far none of our staff has gotten it because we are all taking the same precautions.

SIXTEENTH ORDER OF BUSINESS	Audience Comments
A resident asked district staff to confirm all confidential and exempt addresses have been removed from the district's website.
A resident stated what you decide to do about masks is up to you but there are people with health issues and wearing a mask is very difficult. We have dealt with COVID in our house and I know the extreme and it is scary. I know it is not totally mandatory.
A resident asked where is the best place to find information about the increased development in the community, what is going on with the project First Coast Expressway and not just the overall, but how it affects us because we are on the front lines?

Ms. Jordan stated Keith Hadden who is not here tonight can tell you the plans for the road. If you give me you contact information I will get that to you. As far as this community, do we still have a sign at the front as to what is supposed to be built out? If you go online to the Clay County Property Appraiser and click on the large plat of land next to us you will see who owns it.
A resident stated a more board question is trying to improve communications. I tty to stay up on things and I think there is a bit of an information gap. Being a resident and trying to figure out what is going on and what is in the future? There is a lot of hearsay and our Facebook page is people selling things and complaining. If there is a way to find out more about what is going on and how we are affected by things I think it would help the community know what is going on.
Ms. Jordan stated the CDD has certain property we are required to take care of and we can give you information on that, but the developer owns the majority of the land. When it comes to what other agencies are doing that is outside what we have. Keith has detailed in many meetings what is going on and you can read those minutes. If you have questions on the DOT we may be able to give you a contact person but any of us would be happy to tell you any information you want to know on the CDD.
Mr. Oliver stated we will have Keith Hadden do an in-depth presentation of where we are right now with the community and where we are going to be at buildout. Right now there are 375 platted lots, at buildout we will have 760 lots so there is still a lot to be done. He will be the best guy to answer questions because he is working closely with the developers and contractors.
A resident asked would the CDD board members have to vote on a 55 and older community coming in?
Mr. Oliver responded no, the CDD has no planning and zoning authority that is all Clay
County, they make those decisions.
A resident asked is that something the developer could choose to do?
Mr. Oliver responded the developer could choose to pursue that, but he would have to get the necessary approval from the county commission. First it goes through planning and zoning then the county commission. I have seen a lot of districts in St. Johns County take a certain section of their development and tum that into an active adult community. Azalea Ridge does that. The good thing about that is a lot of times the adult community enclave is within a district but they use their amenities within that area so you get the benefit of getting the assessments from everyone, but they don't add to the population count at the amenity center. There can be pluses and minuses,

it could add property value to the community, but that is not in the plans that I am aware of. They don't share that information with me until it is time to go in an engineer's report and have bonds approved. Once you are going after bond you have to fully disclose everything so the bondholder can know what they are lending money for.

SEVENTEENTH ORDER OF BUSINESS Financial Reports
Balance Sheet & Income Statement
A copy of the balance sheet and income statement were included in the agenda package.

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

Check Register

On MOTION by Ms. Jordan seconded by Mr. Church with all in favor the check registers were approved.

Mr. 0 liver stated at this time I would like to thank the audience for being here. We are going to go into an executive session to talk about security camera issues and that is exempt from public records.
The board went into an executive session to discuss security plan details.

EIGHTEENTH ORDER OF BUSINESS	Next Meeting Scheduled for February 9, 2021
@ 6:00 p.m. at Rolling Hills Amenity Center, 3212 Bradley Creek Parkway, Green Cove Springs, Florida 32043
Mr. Oliver stated the next meeting is February 9, 2021 at 6:00 p.m. at this location.

On MOTION by Ms. Jordan seconded by Mr. Miller with all in favor the meeting adjourned at 7:39 p.m.

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Rolling Hills CDD

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