CEDAR HAMMOCK

COMMUNITY DEVELOPMENT DISTRICT

JANUARY 7, 2019 CONTINUED MEETING

AGENDA PACKAGE

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Cedar Hammock Community Development District

Inframark, Infrastructure Management Services

210 N. University Drive • Suite 702 • Coral Springs, Florida 33071

Telephone: (954) 603-0033 • Fax: (954) 345-1292

December 31, 2018

Board of Supervisors

Cedar Hammock Community Development District

Dear Board Members:

The continued meeting of the Board of Supervisors of the Cedar Hammock Community Development District will

be held Monday, January 7, 2019 at 3:00 p.m. at the Cedar Hammock Clubhouse, 8660 Cedar Hammock

Boulevard, Naples, Florida. Following is the advance agenda for this meeting.

1. Roll Call

2. Approval of Agenda

3. Audience Comments

4. Organizational Matters

A. Oath of Office

B. Election of Officers – Resolution 2019-02

5. Old Business

A. Golf Cart Bridge Repairs

B. Artistic Structures Proposal to Repair Bulkheads #4 and #5

6. New Business

A. Supervisor Cook Proposed Bridges and Bulkheads Base Plan

i. Ingenium, Inc. 50% design drawings

ii. Financial Advisor Discussion – PRAG Information

B. Bridging Solutions Change Order #1

C. Triploid Grass Carp Proposal

D. Golf & Country Club Proposal for Littoral Installation

E. Rear Gate Camera System Proposal

7. Manager’s Report

A. FEMA Public Assistance Eligibility Determination

B. Follow Up Items

i. 8670 Cedar Hammock Circle Roadway Damage

8. Attorney’s Report

9. Engineer’s Report

10. Communication to Master Board

11. Supervisors Request

12. Adjournment

The balance of the agenda is routine in nature and staff will give their reports at the meeting. In the meantime, if

you have any questions, please contact me.

Sincerely,

Justin Faircloth

Manager

cc: Dan Cox Brett Sealy Sam Marshall

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Fourth Order of Business

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4B

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RESOLUTION 2019-02

A RESOLUTION DESIGNATING OFFICERS OF CEDAR

HAMMOCK COMMUNITY DEVELOPMENT DISTRICT

WHEREAS, the Board of Supervisors of Cedar Hammock Community Development

District at a continued business meeting following the General Election on November 6, 2018

desires to appoint the below recited persons to the offices specified.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD

OF SUPERVISORS OF THE CEDAR HAMMOCK

COMMUNITY DEVELOPMENT DISTRICT:

1. The following persons were appointed to the offices shown, to wit:

Chairman

Vice Chairman

Justin Faircloth Secretary

Stephen Bloom Treasurer

Alan Baldwin Assistant Treasurer

Assistant Secretary

Assistant Secretary

Assistant Secretary

PASSED AND ADOPTED THIS, 7th DAY OF JANUARY, 2019.

Chairman Secretary

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Fifth Order of Business

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5A

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From: Ralph Verrastro [mailto:ralph@bridging-solutions.com] Sent: Saturday, April 21, 2018 12:23 PM To: Faircloth, Justin <Justin.Faircloth@inframark.com> Cc: Rolando Corsa <rolando@bridging-solutions.com>; Gina Verrastro <gina@bridging-solutions.com> Subject: Cedar Hammock Golf Cart Bridge Repairs Justin, We have attached the 3 bids we received with totals for various scenarios and offer the following comments:

1. Artistic Structures is the low bidder if the full replacement of the stringers was desired with the replacement of the wear deck at $421,721.

2. JTM is a close 2nd at $439,525.

3. AUE is the highest at $539,609.

4. If the partial stringer replacement and no wear deck option is selected with the wear deck JTM is slightly lower that Artistic. JTM is at $233,905 and Artistic is at $255,597.

5. Artistic prices for all of the add alternates are the lowest.

6. Both Artistic and JTM suggest they need 13 weeks to do the full project which over 2 times the proposed closure window of time.

7. We may want to consider awarding half of the work each to JTM and Artistic and have them work at the same time and it may be possible to get all the work done in the proposed 6 week time frame.

8. The per square foot costs from Artistic and JTM for the full replacement repair are in the $31 PSF range. At Quail West they paid $46 PSF for the full replacement of their bridges including the piles and abutments for 10 ton bridges.

9. Assuming $46 PSF the cost to completely replace these bridges would be: 13,760 SF X $46= $632,960 or $211,000 more for bridges with a 30 year life compared to $421,721 for a 10 year life. The cost per year comparison would be $42k per year for repairs versus $21k per year for full replacement.

10. Full replacement next year may be prudent if the Board is really going to replace the bridges in 10 years.

11. To keep the repair cost to a minimum we could consider the partial stringer approach and no wear deck for the next 10 years which cuts the cost almost in half which yields an annual cost for the next 10 years at $23.4k which is only slightly above the full replacement annual cost. The approximate SF cost for this repair approach is $17 PSF.

Let me know when you are available to discuss the bids. Ralph Verrastro, PE Principal

Bridging Solutions, LLC 15863 Secoya Reserve Circle Naples, FL 34110 Phone: 239-216-1370 ralph@bridging-solutions.com www.bridging-solutions.com

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15863 Secoya Reserve Circle, Naples, FL 34110 Tel. 239-216-1370

www.bridging-solutions.com

We design bridges to fit your site and budget.

BID PROPOSAL FORM

Proposal Due Date: April 20, 2018 at 10:00 AM

Bridge No. Demolition &

Disposal of Deck & Curbs

New Decking and Curbs

Add Alternate for New Stringers

Add Alternate for New Wear

Decking 4 $ $ $ $

5A $ $ $ $

5B $ $ $ $

7 $ $ $ $

9 $ $ $ $

10 $ $ $ $

17 NA NA NA $

18 $ $ $ $

Bid Alternates – Each Basis Price to Remove and Replace One (1) Stringer $_____________ Price to Remove and Replace Both Cap Boards (including bolts) $_____________ If the proposed 6 week schedule is not enough time, please provide the additional number of days that may be required to compete the work. _________________ Submitted By: Signature: (Company Name) Date: Name (Printed): Title:

3,780.00

4,305.00

4,375.00

2,450.00

19,600.00

4,200.00

7,875.00

12,960.00

14,760.00

15,000.00

8,400.00

67,200.00

14,400.00

27,000.00

9,720.00

11,070.00

11,250.00

6,300.00

50,400.00

10,800.00

23,600.00

8,640.00

9,840.00

10,000.00

5,600.00

44,800.00

9,600.00

3,600.00

18,000.00

200.00

400.00

10 days/All Stringers Replaced -4 weeks/Allow 3 weeks wear deck

JTM Bridge

4/06/18 Michael Russell

President

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5B.

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Page 1 of 1

Inc.

8415 SW Riverside Drive, Arcadia, Florida 34269 / (863) 494-2426 / Fax (863) 494-2707 / articticstructures@msn.com

PROPOSAL SUBMITTED TO: JOB DESCRIPTION:

Cedar Hammock CDD Cedar Hammock, Bulkhead Repairs

Attention Of: Justin Faircloth 8660 Cedar Hammock Blvd

Inframark Naples, Fl 34112 5911 Country Lakes Road Fort Myers, FL 33905

Office: 239.245.7118 ext. 306 Cell: 239.785.0675

5-07-2018

We hereby submit specifications and pricing for all labor, equipment and materials to complete the following: 1.) 40 LF of Wall Repair on # 5 Green:

Removal of existing wall verticals and horizontal whalers.

Return existing pilings to plumb position.

Installation of new 2” x 8” RS,.60 CCA verticals.

Installation of new 3” x 8” RS,.60 CCA horizontal whalers

Installation of new 5/8 x 12’ HDG tie rods.

Installation of new 8” x 6’, 2.50 CCA piling deadman. Cost of Wall Repair…………………………………………………………………………………………………………………….… $ 13,500.00

2.) 35 LF of Wall Repair on # 4 Green: Removal of existing wall verticals and horizontal whalers.

Return existing pilings to plumb position.

Installation of new 2” x 8” RS,.60 CCA verticals.

Installation of new 3” x 8” RS,.60 CCA horizontal whalers

Installation of new 5/8 x 12’ HDG tie rods.

Installation of new 8” x 6’, 2.50 CCA piling deadman. Cost of Wall Repair…………………………………………………………………………………………………………………….… $ 11,355.00

3.) Disposal Rates

Disposal shall be charged at actual cost plus 10%. Artistic Structures shall provide owner with all disposal receipts.

Rate - 20 Yard Roll-Off, $ 402.25 Delivery, 2-Ton Cap, $ 60.00 per each addition ton Notes: 1) Start dates shall be tentative to current workload at receipt of signed contracts. 2) Price does not include permitting. 3) Price based upon one mobilization. Stop of work resulting in additional mobilizations will result in additional cost. 4) Price does not include removal or replacement of existing irrigation lines and or utilities. All private utilities shall be

located by owner. 5) Price does not include removal or replacement of any type of existing landscaping. 6) Price does not include finish grading or disturbed areas. 7) Price does not include additional fill if needed. 8) Price does not include replacement of cart path that will removed to construct the above. 9) Materials deposit due upon delivery. We hereby propose to furnish labor and materials – complete in accordance with the above specification, for the sum of: Based on actual field measurements Dollars ($ __________) with payment to be made as follows: Monthly draw based on percentage of completion 30% deposit upon mobilization All material is guaranteed to be as specified. All work to be completed in a workmanlike manner according to standard practices. Any alteration or deviation from above specifications involving extra costs, will be executed only upon written orders, and will become extra charge over and above the estimate. All agreements contingent upon strikes, accidents or delays beyond our control. This proposal subject to acceptance within ___30___ days and is void thereafter at the option of the undersigned. Owners to carry fire, wind, and other necessary insurance. Our workers are covered by workers’ compensation insurance. Authorized Signature: ________________________________ Artistic Structures Inc. ACCEPTANCE OF PROPOSAL: The above process, specifications and conditions are hereby accepted. You are authorized to do the work as specified. Payment shall be made as outlined above.

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Signature: ______________________________________________________ Date: _____________ Page Number 14

Sixth Order of Business

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6Ai

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General Design & Construction Notes:

Material:

General Design:1.) All materials shall be as noted unless local codes provide a stricter guideline i.e. greater strength, durability, etc. It is the contractor's responsibility to understandand comply with these codes.

Sheet Pile:1.) Sheet pile material shall be Everlast ESP 4.1 as provided by Everlast Synthetic Products, LLC.2.) This design is based on the specific properties of Everlast synthetic sheet piling which are proprietary to Everlast Synthetic Products, LLC 1000 Wyngate Parkway,Suite 100, Woodstock, GA 30189. Any substitution of the specified product will invalidate this design. This drawing is being furnished for use on this specific projectonly. Any party accepting this document does so in confidence and agrees that it shall not be duplicated whole or in part, nor disclosed to others without the consent ofEverlast Synthetic Products, LLC.

FRP Wale:1.) Wale material shall be Everlast EverComp I-Series 4x6 FRP Tube and X-Series 4x7.5 FRP Tube as provided by Everlast Synthetic Products, LLC.

Dimensional Timber & Piles:1.) All dimensional timber to be SYP No. 2 grade or better.2.) All timber to meet or exceed AWPA standards (UC5C) for preservative treatment as applicable.

Steel:1.) All steel fasteners and tie-rods shall be hot dip galvanized per ASTM A-153 with 2 ounces of zinc per square foot or be stainless steel (grade 304 or 316).2,) If bolts not stainless steel, exposed regions to be field treated with bitumastic coating.3.) Washers (ogee, fender or New York dock) shall have a minimum outer diameter of four times the rod/bolt diameter. Beveled washers shall be used for tie-rodsinstalled at an incline.

Backfill:1.) Backfill material is to be free-draining sand or gravel (SP, SW, GP or GW) per ASTM D-2487 and compacted a minimum of 95% per ASTM D-698.2.) If a fine grained, non-cohesive soil (fine sands, "sugar sand", etc.) is to be used a geotextile is to be placed between sheet pile and soil before backfill installation.

Geotextile:1.) Geotextile used behind sheet pile shall be Mirafi 140N or equal.

50% DesignFor Review Onlyngenium, Inc.

Preliminary Bulkhead DesignCedar Hammock Golf & Country Club8660 Cedar Hammock BlvdHoles 4, 5, 16 & 17Naples, FL

Page Number 17

ngenium, Inc.

Helical Anchors:1.) Upper helical anchor shall have a 6” and 8” helix and 15' long total length assembly. Anchor shall be installed at a 20 degree angle and with a 7 kip ultimate load (700ft-lbs of measured torque at anchor termination).2.) Lower helical anchor shall have a 6”, 8” & 10" helix and 10' long total length assembly. Anchor shall be installed at a 5 degree angle and with a 20 kip ultimate load(2,000 ft-lbs of measured torque at anchor termination).3.) Both anchor assemblies shall use SS125 extensions.

Design:

1.) Design is based on Forge Engineering Inc. geotechnical report no. 2893-003.01, dated October 30, 2018.2.) Design is based on general soil properties of:

= 32° = 105 pcf ' = 58 pcf C = 0 psf

3.) If actual soil or site conditions differ from that noted in drawings, the engineer shall be notified immediately for a possible redesign.4.) Design does not consider global (slope) stability. Owner assumes risk for global stability.5.) Design does not account for presence of underground springs, wells or excessive water from site runoff. If these conditions exist the engineer shall be notifiedimmediately for the need of a redesign.

Installation:

General Installation:1.) Installation to be conducted according to all applicable OSHA and local codes. It is the contractors responsibility to understand and comply with these codes.

Sheet Pile:1.) Sheet piles shall be vibrated or driven. No jetting of sheet piles will be allowed without written approval from the engineer.2.) Sheet pile shall penetrate to depth shown in the plans.3.) After driving sheet pile and attaching wale, saw piling off at a true plane indicated on the plans. Final elevations are to be within one (1) inch of established elevation.4.) Return walls to be provided at ends of all bulkheads to provide flanking protection.

Helical Anchors:1.) All helical anchors are to be installed according to manufacturers' recommendations to achieve noted design load.2.) A log of anchor torques shall be kept by contractor on-site. A copy of logs shall be provided to both the engineer of record and the owner.

50% DesignFor Review Only

Preliminary Bulkhead DesignCedar Hammock Golf & Country Club8660 Cedar Hammock BlvdHoles 4, 5, 16 & 17Naples, FL

Page Number 18

ngenium, Inc.

Backfill:1.) Backfill is to be installed in level lifts not to exceed 12" and compacted by use of mechanical means to required compaction by material backfill note 1.2.) No heavy equipment load shall be placed in the active zone between the sheet pile and the deadmen without adequate support.3.) Assembly and connection of wale, tie-rod and deadman system shall be completed prior to backfilling.

Documentation:1.) Contractor shall provide written documentation after the end of the work day certifying all piles (sheet & timber) have been driven to the required depths. If any pilesare unable to be driven to the required depths, contractor shall notify the owner and engineer immediately.

50% DesignFor Review Only

Preliminary Bulkhead DesignCedar Hammock Golf & Country Club8660 Cedar Hammock BlvdHoles 4, 5, 16 & 17Naples, FL

Page Number 19

ngenium, Inc.

50% DesignFor Review Only

Preliminary Bulkhead DesignCedar Hammock Golf & Country Club8660 Cedar Hammock BlvdHoles 4, 5, 16 & 17Naples, FL

Page Number 20

ngenium, Inc.

50% DesignFor Review Only

Preliminary Bulkhead DesignCedar Hammock Golf & Country Club8660 Cedar Hammock BlvdHoles 4, 5, 16 & 17Naples, FL

Page Number 21

ngenium, Inc.

50% DesignFor Review Only

Preliminary Bulkhead DesignCedar Hammock Golf & Country Club8660 Cedar Hammock BlvdHoles 4, 5, 16 & 17Naples, FL

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6Aii

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1

Public Resources Advisory Group(“PRAG”)

Municipal Advisor Services toCedar HammockCommunity Development District

November 28, 2018

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2

Five Typical Questions from a CDD

1) What is a Municipal Financial Advisor?

2) Who is PRAG?

3) What does PRAG do?

4) How does PRAG add value?

5) Why should Cedar Hammock CDD use PRAG?

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3

What is a Municipal Financial Advisor?

Independent Representative

Municipal Finance

Professional

Transaction Manager

▪ Firm with specialized expertise in the municipal finance market

▪ Analysis, Structure, Credit, Pricing and Documentation

▪ The Capital Markets Expert for governmental issuers

▪ Only represents the District in any transaction

▪ Does not sell bonds or make loans

▪ Provides independent recommendations and advice on all aspects of the financing

▪ Evaluates and recommends financing structures including credit ratings and bond insurance

▪ Assists in retaining professionals

▪ Manages all aspects of the financing including credit presentations and pricing negotiations

Regulated Fiduciary

▪ Registered with the SEC and the Municipal Securities Rulemaking Board (MSRB)

▪ Licensed – Series 50, Municipal Advisor Representative

▪ FIDUCIARY DUTY TO THE DISTRICT

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4

Who is PRAG? – The Firm

Independent

National Firm, Local Knowledge

Full Service Professionals

▪ Established in 1985

▪ Florida and CDD experience with national perspective

▪ Ranked among the top 3 national municipal advisory firms in new issue volume for over 20 years

▪ Sole business focus is municipal financial advice

▪ Not affiliated with any broker /dealer

▪ Not engaged in underwriting, trading, marketing, or investment management

▪ Skilled municipal finance professionals

▪ Analytical Strength

▪ Credit and Markets Expertise

▪ Full service office in St. Petersburg

Long-standing Relationships

▪ Unblemished integrity

▪ Trusted advisor relationships

▪ Major issuers across the state and country

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5

Who is PRAG? - The Florida Team

Title and Role Experience Professional Roles Education/Certification

Marianne EdmondsSenior Managing Director

Public Finance –

36 years

▪ Municipal Advisor▪ Investment Banker▪ Educator

▪ MBA, The Wharton School of the University of Pennsylvania

▪ BA, Northwestern University▪ Series 50 (Municipal Advisor Rep.)

Wendell GaertnerSenior Managing Director

Public Finance –

29 years

▪ Municipal Advisor▪ Investment Banker▪ P3 Advisor▪ Commercial Banker

▪ MBA, Stetson University▪ BS (General Honors), University of

Miami▪ Series 50 (Municipal Advisor Rep.)

Molly ClarkManaging Director

Public Finance –

17 years

▪ Municipal Advisor▪ Investment Banker▪ Corporate Trust

Analyst

▪ BA, Carleton College▪ Series 50 (Municipal Advisor Rep.)

Natalie SidorManaging Director

Public Finance –

15 years

▪ Municipal Advisor▪ Investment Banker▪ Real Estate

Development

▪ MBA, The Wharton School of the University of Pennsylvania

▪ BS, University of Tampa▪ Series 50 (Municipal Advisor Rep.)

Mickey JohnstonVice President

Public Finance –

11 years

▪ Municipal Advisor▪ Financial Analyst▪ Private Equity

Analyst

▪ BBA, James Madison University▪ Series 50 (Municipal Advisor Rep.)

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6

Who is PRAG? - Representative Florida Clients

Bobcat Trail CDD$2,273,000 Bank Loan

Concord Station CDD$28,425,000 Bond Issue

Terra Bella CDD$2,376,600 Bank Loan

Heritage Bay CDD$19,870,000 Bond Issue

Riverwood CDD$7,500,000 Bank Loan

Lexington Oaks CDD$1,398,000 Bank Loan

Heritage Harbor CDD$1,495,000 Bank Loan

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7

What does PRAG do?Determining Coordinating Structuring and Credit Ratings and

Financial Structure Transaction Team Analysis Enhancements▪ Review debt programs ▪  Prepare Financing schedule ▪  Evaluate market conditions ▪  Define realistic goals:

▪  Develop plan of finance ▪  Schedule milestones ▪  Review refunding options maintenance vs. upgrade

▪  Consider lien and credit structure ▪  Monitor progress ▪  Evaluate timing considerations ▪  Develop rating strategy

review tax status with bond counsel, ▪  Draft RFPs for other working ▪  Share "best practices" in disclosure ▪  Prepare presentations

evaluate use of insurance or credit group members as needed ▪  Suggest bidding parameters ▪  Conduct rehearsals

enhancement alternatives ▪  Assist in soliciting for bank ▪  Careful review of all documents ▪  Attend meetings

▪  Evaluate bond vs. bank loan loans as appropriate ▪  Provide substantive comments ▪  Post meeting follow-up

▪ Review remaining developer rights ▪  Summarize proposals ▪  Ensure timely document delivery ▪  Conduct credit enhancement

▪  Confirm funds on hand with Trustee ▪  Provide unbiased analysis provider outreach and solicit bids

▪  Recommend debt structure ▪  Develop evaluation guidelines ▪  Negotiate terms

(bond versus bank loan) ▪  Participate in interviews, if any

Assessment and Validation Pricing/Marketing Pre-closing and Post-Closing

Process (Negotiated Sale) Closing Evaluation▪  Assist Legal Team as needed ▪  Negotiate takedowns, expenses ▪  Procure investments as appropriate ▪  Detailed bond-by-bond analysis of

▪  Develop Debt Parameters for ▪  Compile pricing comparables ▪  Review documents, including underwriting market performance

Assessment Methodology Consultant ▪  Review secondary market trading detailed review of tax certificate ▪  Prepare comprehensive bond

▪  Participate in drafting notice to ▪  Negotiate coupons, yields and ▪  Review / conform closing wiring sale report/ closing book

residents and public hearings redemption features offerd to and settlement instructions ▪  Analysis of economics

▪  Review assessment methodology Investors ▪  Prepare Closing Memo ▪  Post sale compliance

reports ▪  Evaluate couponing and amortization ▪  Coordinate settlement ▪  Continue monitoring transaction,

▪ Assist in addressing resident questions strategy ▪  Attend preclosing or closing, including secondary market trading

▪  Present plan of financings to residents ▪  Monitor order flow via real-time if needed

at public hearing Parity Electronic Order Entry

▪  Review bond allocations

▪  Bidding of investments or subscribe

for SLGS

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8

How does PRAG add value?

Credit

Structure

Pricing

▪ Ensures that the financing structure meets the needs of the District in the most cost-effective manner

▪ Bank Loan vs Bond Issue / Senior vs Subordinate / Rated vs Non-Rated / Credit Enhanced vs Unenhanced/ Term versus Need for Validation

▪ PRAG independently evaluates the District’s credit to ensure that strengths are properly presented and the financing plan is suited for the District’s credit profile

▪ Through competitive bank solicitations and direct negotiations with bond underwriters, PRAG’s goal is to price all aspects of the District’s debt at optimum market rates

Process

▪ By managing all phases of the financing process, PRAG ensures that the District’s goals are met in an efficient and timely basis

▪ PRAG represents the interests of the District throughout the process

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9

How does PRAG add value?

Reserve Requirements

Issuance Costs

Terms and Conditions

▪ Bond issues can cost hundreds of thousands of dollars.

▪ PRAG can provide competitive solicitation and market comparables on component costs and fees.

▪ If a bank loan is appropriate, the District could save significantly in costs of issuance.

▪ By properly negotiating reserve requirements, the District can reduce the amount of funds required to be set aside for the life of the financing.

▪ Bank loans and bond issues have significant restrictions in the District’s ability to issue additional debt and refinance existing debt as well as requirements for ongoing information and financial covenants.

Interest Rates

▪ Due to the size and term of municipal debt, slight changes in interest rates can increase interest costs substantially.

▪ PRAG brings market knowledge to the pricing process when determining the prices at which the bonds should be offered to investors.

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10

How does PRAG add value? – Case Studies

• While structuring a new loan for a CDD client, PRAG realized the client was facing a large balloon principal payment on an outstanding bond.

• Annual payments on the outstanding debt was $1.2 million with an $8 million principal payment due in 2029.

• PRAG negotiated with the bondholder to allow a refinancing of the outstanding debt along with the new issue into a single bond issue.

• This provided the funding the District required and eliminated the “balloon” payment.

• PRAG obtained a credit enhancement policy for one CDD client, bringing its rating from “A-” to “AA”.

• The credit enhancer wanted to insure all the bonds, but PRAG determined that the cost of the credit enhancement insurance policy did not offset the improved rating for the first four years.

• PRAG recommended againstcredit enhancement for the first four years.

• This saved the District approximately $22,000 in the credit enhancement premium.

• Municipal bonds typically cannot be “called” for ten years.

• Under the new tax law, municipal bonds cannot be refunded prior to their call date.

• On one recent CDD issue, PRAG negotiated with the underwriter to offer the bonds with a shorter seven year call without changing pricing.

• This allows enhanced future refinancing opportunities at no cost to the District.

Structure Credit Redemption Features

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11

How does PRAG add value? - Case Studies

• One CDD client obtained a loan term sheet from a bank in November for a $7.5 million bank loan.

• With the decrease in corporate tax rates in January from 35% to 21% the value of tax-exemption to banks decreased and banks started increasing their rates on tax-exempt loans.

• Although the November term sheet expired in February and the issuer was not able to close until March, PRAG negotiated with bank to hold their original pricing in spite of the corporate tax rate changes.

• During the pre-pricing negotiation for one bond issue, PRAG believed some of the bonds were priced off of the market.

• PRAG recommended reducing the offering yield of three term bonds by five basis points (0.05%) before the bonds were offered to investors.

• The bonds sold at the lower yield, saving the issuer over $98,000 in net present value interest costs.

• For another $20 million CDD bond pricing, after the order period the bonds were approximately 5 times oversubscribed

• The issue had orders from 23 institutional investors along with approximately $9 million in retail orders from individuals.

• PRAG negotiated reductions in yields of up to seven basis points (0.07%) with the underwriter.

• The final result was a pricing with interest rate spreads that were on average approximately 12 basis points (0.12%) lower than the most recent CDD comparable, representing $229,000 in net present value interest cost savings in comparison to the most recent comparable transaction.

Pricing

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12

Why Should Cedar Hammock CDD Use PRAG?

Structuring and Credit

Advice

Industry Expertise

Pricing Advice

▪ Municipal and tax-exempt debt is a specialized field with specialized participants, unique regulations and special tax considerations.

▪ Very few CDD Supervisors have experience issuing municipal debt.

▪ Regulations limit the ability of unregistered entities to provide recommendations relating to municipal securities.

▪ The proper structure and approach to credit and credit enhancement can save or cost the District significantly in terms of issuance costs, reserve requirements, interest rates and future flexibility.

▪ PRAG is extremely active in the municipal debt market and represents the District throughout the pricing negotiations to determine the optimal structure and price at which to offer the District’s bonds to investors.

▪ Without a municipal financial advisor the District has to rely on a bank or underwriter as to appropriate market pricing.

Insurance and

Protection

▪ PRAG has a legal fiduciary duty to our municipal issuer clients.

▪ We must put your interests above our own.

▪ We can provide comfort to the Board and the Residents that the purpose, structure, costs and pricing of the debt is appropriate.

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Time Frame Short Term Operating Loan Long Term Validated Bank Loan

Week OneEngage PRAGGather Information

Engage PRAGGather Information

Week Two Review Alternatives Review Alternatives

Week Three Complete Financing Analysis Complete Financing Analysis

Week Four Board Presentation Board Presentation

Week Five Release Bank Loan RFP Release Bank Loan RFP

Week Six Document Drafting Document Drafting

Week Seven Receive and Evaluate Proposals Receive and Evaluate Proposals

Week Eight Board Meeting – Select Bank Board Meeting – Select Bank

Week Nine Finalize DocumentsPublish Notice of Public HearingMail Notices to Residents

Week Ten Close and Fund File Validation Motion

TBD Public Hearing

TBD Validation Hearing

TBD Close and Fund

13

Preliminary SchedulePage Number 36

14

Contact Information

Public Resources Advisory Group

150 Second Avenue North, Suite 400

St. Petersburg, Florida 33701

(727) 822-3339

Wendell Gaertner

Senior Managing Director

wgaertner@pragadvisors.com

Natalie Sidor

Managing Director

nsidor@pragadvisors.com

Mickey Johnston

Vice President

mjohnston@pragadvisors.com

Page Number 37

150 SECOND AVENUE NORTH, SUITE 400 ST. PETERSBURG, FLORIDA 33701

TEL: (727) 822-3339 | FAX: (727) 822-3502

PUBLIC RESOURCES ADVISORY GROUP

INDEPENDENT FINANCIAL ADVISORS

November 28, 2018

Board of Supervisors Cedar Hammock Community Development District c/o Inframark Management Services 5911 Country Lakes Drive Fort Myers, FL 33905 RE: Municipal Advisory Services

Dear Board of Supervisors:

The purpose of this letter is to document the relationship between Public Resources Advisory Group (“PRAG”) and the Cedar Hammock Community Development District (“Cedar Hammock” or the “District”). The District desires to utilize the services of PRAG as an independent registered municipal advisor in connection with the potential financing of improvements to or capital maintenance on the District’s assets in an amount up to approximately $3 million.

PRAG’s general role as financial advisor would be to develop and compare funding options generally including:

• A single assessment; • Short-term operational financing (less than five years); and • Long-term special assessment financing.

If the District then decided to undertake a financing PRAG would represent the District as its financial advisor during the process. Financing structures could include a fully funded bank loan or a line of credit to fund improvements as needed.

The scope of services with respect to PRAG’s engagement with the District (the “Basic Scope of Services”) consists of the following:

1) Review the estimated project needs including amount and timing as provided by the District. 2) Review financing options in light of credit, tax status, validation requirements, public notice

requirements, costs, reserve requirements, rates and bank lending parameters. 3) Develop a comparison of funding alternatives including expected term, issuance costs and expected

rates along with the resulting debt service requirements and present the report to the District.

If the District decides to move forward with a bank facility to finance all or a portion of the improvements, PRAG would provide the following services (the “Financing Scope of Services”) consisting of the following:

1) Review all aspects of the proposed financing as the District’s fiduciary representative, including coordinating the financing tasks and team as appropriate.

2) Make presentations as requested to the Board and residents. 3) Develop a Request for Proposals for a bank loan. 4) Circulate the Request for Proposals to banks active in the tax-exempt CDD bank loan market. 5) Develop and circulate a Request for Proposals for other professionals, as needed. 6) Review responses and provide a summary of responses to the District to aid in the selection process. 7) Assist in the development of the bank loan documents.

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8) Assist in development and review of all debt documents with a particular focus on the credit, financial and regulatory implications for the District.

9) Review all Special Assessment Allocation Reports prepared in connection with the financing. 10) Assist in the preparation and review of all necessary legal opinions and closing documents, including

review of all funding and wire transfer instructions. 11) Provide the closing statement and final cash flows to the District and the financing team.

Together the Basic Scope of Services, with the Financing Scope of Services will be the Scope of Services (“Scope of Services”).

The fee for the Basic Scope of Services will be $5,000, will be invoiced upon the delivery of our funding alternative comparison and will not be contingent upon any financing. The fee for the Financing Scope of Services will be $17,500, which will be contingent upon a successful closing of the financing. In all cases PRAG will be acting as the District’s municipal advisor and not as a placement agent.

Expenses shall include, but are not limited to travel, hotel, and meals (reimbursed pursuant to Section 112.061, Florida Statutes), air freight and courier charges, teleconferencing charges, allocation of computer software and information services costs, and direct third-party payments made on behalf of the District. In no event will expenses exceed $750 without the approval of the District.

Our engagement will end upon settlement of the bank loan or upon the District’s formal decision not to pursue a financing. In addition, we understand that our engagement may be terminated with or without cause by either party. In case of any termination, we believe that the terminating party should endeavor to provide reasonable notice of such termination to the other party so as to permit an orderly transition.

Thank you for the opportunity to represent the District.

Sincerely,

PUBLIC RESOURCES ADVISORY GROUP

Wendell Gaertner Senior Managing Director

Accepted by:

Cedar Hammock Community Development District

Name_________________________________

Title__________________________________

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ADDENDUM

REQUIRED DISCLOSURES

Public Resources Advisory Group, Inc. is currently registered as a Municipal Advisor with the U.S. Securities and Exchange Commission and the Municipal Securities Rulemaking Board. As a registered municipal advisor, PRAG is required to have written documentation of its agreement with you and must provide certain information to you. This Addendum to our letter dated November 28, 2018 (the “Agreement”) is provided under Municipal Securities Rulemaking Board (“MSRB”) Rule G-42, effective June 23, 2016, in connection with the municipal advisory services we will be providing to you. This Addendum will serve as the written documentation required under MSRB Rule G-42 of certain specific terms, disclosures and other items of information relating to our municipal advisory relationship as of the date this letter is signed by PRAG.

Within the Municipal Securities Rulemaking Board (“MSRB”) website at www.msrb.org, you may obtain the Municipal Advisory client brochure that is posted on the MSRB website. The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities.

1. Scope of Services

(a) Services to be provided: The scope of services with respect to PRAG’s engagement with the District is as provided in the Agreement (the “Scope of Services”).

(b) Limitations on Scope of Services: The Scope of Services is subject to such limitations as may be provided in the Agreement.

2. Term. The term of PRAG’s engagement as municipal advisor and the terms on which the engagement may be terminated are as provided in the Agreement.

3. Municipal Advisor’s Regulatory Duties When Servicing the District. MSRB Rule G-42 requires that PRAG make a reasonable inquiry as to the facts that are relevant to the District’s determination whether to proceed with a course of action or that form the basis for the advice provided by PRAG to the District with respect to municipal financial products or the issuance of municipal securities, including with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues, based on all the facts and circumstances. The rule also requires that PRAG undertake a reasonable investigation to determine that it is not basing any recommendation on materially inaccurate or incomplete information. PRAG is also required under the rule to use reasonable diligence to know the essential facts about the District and the authority of each person acting on the District’s behalf.

Accordingly, PRAG will seek the District’s assistance and cooperation, and the assistance and cooperation of the District’s agents, with the carrying of these regulatory duties, including providing to PRAG accurate and complete information and reasonable access to relevant documents, other information and personnel needed to fulfill such duties. In addition, if the District provides direction to PRAG to review a recommendation made by a third party, PRAG requests that the District provide any information it has received from such third party relating to its recommendation.

4. Compensation. The form and basis of compensation for PRAG’s services as municipal advisor are as provided in the Agreement.

5. Disclosures of Conflicts of Interest. MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to any actual or potential material conflicts of interest, including certain categories of potential conflicts of interest identified in Rule G-42, if applicable. Accordingly, PRAG makes the following disclosures with respect to material conflicts of interest in connection with the Scope of Services under this

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Agreement, together with explanations of how PRAG addresses or intends to manage or mitigate each conflict.

With respect to all of the conflicts disclosed below, PRAG mitigates such conflicts through its adherence to its fiduciary duty to the District, which includes a duty of loyalty to the District in performing all municipal advisory activities for the District. This duty of loyalty obligates PRAG to deal honestly and with the utmost good faith with the District and to act in the District’s best interests without regard to PRAG’s financial or other interests.

(a) Compensation-Based Conflicts: A portion of the fees due under this Agreement are in a fixed amount established at the outset of the Agreement. The amount is usually based upon an analysis by the District and PRAG of, among other things, the expected duration and complexity of the transaction, and the Scope of Services to be performed by PRAG. This form of compensation presents a potential conflict of interest because if the transaction requires more work than originally contemplated, PRAG may have the incentive to recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives.

A portion of the fees due under this Agreement and the payment of such fees shall be contingent upon the delivery of the issue. While this form of compensation is customary in the municipal market, this may present a potential conflict of interest because it could create an incentive for PRAG to recommend unnecessary financings or financings that are disadvantageous to the District.

(b) Other Municipal Advisor Relationships: PRAG serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of the District. For example, PRAG serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to the District under this Agreement. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, PRAG could potentially face a conflict of interest arising from these competing client interests.

6. Disclosures of Information Regarding Legal Events and Disciplinary History. MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal or disciplinary events material to its client’s evaluation of the municipal advisor or the integrity of the municipal advisor’s management or advisory personnel. Accordingly, PRAG sets out below required disclosures and related information in connection with such disclosures.

There are no legal or disciplinary events that are material to the District’s evaluation of PRAG or the integrity of PRAG’s management or advisory personnel disclosed, or that should be disclosed, on any Form MA and Form MA-I filed with the SEC. The District may electronically access PRAG’s most recent Form MA and each most recent Form MA-I filed with the SEC at the following website: www.sec.gov/edgar/searchedgar/companysearch.html.

PRAG has not made any material legal or disciplinary event disclosures on Form MA or any Form MA-I filed with the SEC.

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7. Future Supplemental Disclosures. As required by MSRB Rule G-42, this letter may be supplemented or amended, from time to time as necessary, to reflect changed circumstances resulting in new conflicts of interest or changes in the conflicts of interest described above, or to provide updated information with regard to any legal or disciplinary events of PRAG. PRAG will provide the District with any such supplement or amendment as it becomes available throughout the term of the Agreement.

PUBLIC RESOURCES ADVISORY GROUP

Wendell Gaertner Senior Managing Director

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