MINUTES OF MEETING

NEW PORT-TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS' MEETING MINUTES
Thursday, October 23, 2025, at 11:00 a.m.
5120 Marina Way, Tampa, Florida 33606

Board Members in attendance: Board Members in attendance:

Dominique Pickering Ron Swichkow
Don Bodie Jr.

Also present:

Vice Chairperson Assistant Secretary Assistant Secretary

Jane Gaarlandt Gazmin Kerr Audrey Ryan Vivek Babbar Chris Bodie Craig Carden Jessica Hamill Lisa Dixon Sherry Blanc Andre Blanc Betsy Esquivel Malic Higgins John L Jones Debbie Ferri Alina Coahgard Tim Cox
Janice Champion George Telegadis Cliff Laborde Mark

PFM PFM PFM
Straley Robin Vericker Site Serve
Ardurra TRIAD TRIAD
Public Public Public Public Public Public Public Public Public Public Public Public

(via phone)

(via phone) (via phone) (via phone)

FIRST ORDER OF BUSINESS

Administrative Matters Call to Order and Roll Call

Ms. Gaarlandt called the New Port - Tampa Bay Community Development District Board of Supervisors Meeting to order at 11:05 a.m. Those in attendance are outlined above.

Public Comment Period

Ms. Gaarlandt called for public comments and reviewed the process for public comments, noting the 3-minute time limit.

There were no public comments at this time.

Consideration of Meeting Minutes of the:
July 10, 2025, Board of Supervisors Meeting and Auditor Selection Committee Meeting

July	25,	2025,
Supervisors Meeting

Board	of Workshop

The Board reviewed the minutes.

On MOTION by Mr. Swichkow, seconded by Mr. Pickering, with all in favor, the Board approved the Minutes of the July 10, 2025, Board of Supervisors Meeting and Auditor Selection Committee, and the July 25, 2025, Board of Supervisors Workshop.

Consideration of Resolution 2026-01, Performance Measures, Standards, and Annual Reporting

Ms. Gaarlandt noted this is an annual statutory requirement. There have been no changes to the goals and objectives for the current fiscal year. These are mostly tasks the District already do per statutory requirements. The Board is free to make changes as they choose.

It was noted the fiscal year 2025 report is to be posted on the District's website by December 1, 2025 once approved.

On MOTION by Mr. Swichkow, seconded by Mr. Bodie Jr., with all in favor, the Board approved Resolution 2026-01, Performance Measures, Standards and Annual Reporting, with authorization of the Chair or Vice Chair to finalize the annual report.

Review of Letter from Supervisor of  Elections	Hillsborough County

Ms. Gaarlandt noted there were 1,175 registered voters within the New Port Tampa Bay Community District as of April 15, 2025.

No action was required by the Board.

SECOND ORDER OF BUSINESS	General Business Matters

Review of Updated Westshore Marina District Master  Association,  Inc.
Reserve Study
a. Report b.Reserve Expenditure

Ms. Gaarlandt noted the report was updated has been updated based on the feedback provided at the last meeting and workshop. The study is funded by the Master Association.

There was brief discussion regarding the initial reserve amount. It was noted the initial amount will be $106,000.00 and the reserve study references the reserve starting from the year 2021. There was stated concern with the compliance of the original agreement between the City and the District regarding reserves, as this is starting 5 years later than originally planned.

Mr. Babbar noted there should be no issue.

There was brief discussion regarding the contractual obligations with the City. It was noted reserve studies change as needed. The roads and sea walls should be checked every three to five years.

It was noted this is falls under the Master Associations budget and not under the COD budget.

Discussion of Discovered Master Association dues assessment errors 2020-2025 and Corrective Measures Proposed

Ms. Gaarlandt noted the Master Associations budget meeting is scheduled for November 14, 2025. Though this is a topic to be handled by the Master Association, the item was requested to be added to the agenda by Mr. Swichkow and is related to a memorandum pertaining to prior year dues adjustments and assessments that was sent out to the representatives of the member entities by the Master Association.

Mr. Swichkow gave an overview and read a summary memo he had prepared. The memo is attached to the minutes as an exhibit. Within the exhibit, there are three motions for the Board's consideration.

'District Counsel noted the Board will need to review their budget related to these motions and gave an overview noting that these are HOA issues, which would use COD funds. However, the assessments can be researched as they are a part of the COD.

There was brief discussion regarding directing the Master Association to have the figures audited by an independent auditor. District Counsel noted that it would be a fair request.

Mr. Swichkow briefly discussed if the parcels in question (Towers 2 and 3 and restaurant parcel) should be excluded from those assessment calculations and the possibility of engaging outside Counsel for unbiased reviews. He also briefly mentioned the possibility of termination of management agreement between COD and the Master Association.

There was discussion regarding the motions, and it was noted the motions may be outside of the realm of the COD. The Board noted it is the responsibility of the COD to oversee the Master Association.

District Counsel recommended engaging with someone who is more familiar with the Master Association's budget to gain an independent opinion. He gave an overview of the agreement and noted the COD can pursue investigation into how the Master Association manages its business operations based on the agreement. He also gave an overview of the termination clause and possible costs associated with that clause.

Mr. Pickering gave a historical overview and an overview of the voting calculation process. He noted the apartments overpaid and the other parcels underpaid regarding assessments because the management company for the Master Association incorrectly calculated dues for the years 2020 through 2025.

There was discussion regarding the assessments and the document regarding overpayment due to the Developer sent out by PFM (on behalf of Westshore Marina District Master Association) .

Mr. Pickering noted the exclusions of parcels within the document have been reviewed by a lawyer and he has stated the documents are written legitimately. However, this was a lawyer employed by the Developer. Mr Swichkow asked for more specific information about said lawyer and Mr. Pickering indicated it was on a phone call but did not identify the lawyer and said no formal legal opinion has been obtained.

There was discussion regarding who implemented that parcel exclusion and if it was self-dealing on the part of the Developer. It was noted the COD has a fiduciary responsibility to the agreement with the City.

There was continued discussion on the steps to take to correct the errors and the financial hardship issues. It was noted a third-party legal Council needs to be hired to review the documents.

There was also discussion related to letting the issues go and moving forward. This included discussion regarding the time frames related to the figures. It was noted PFM had the wrong time frames for calculations. Mr. Bodie Jr. stated the math (for the Master Association) was done by PFM based on the information provided by the Developer which included the wrong time frame.

Ms. Gaarlandt noted there is a reserve fund of $30,000.00 in the District budget.

It was noted the Master Association should not enforce the back year assessments until everything is reviewed, which would include review of the exclusion issue by outside counsel and an outside firm auditing the back dues assessment calculations. Mr. Swichkow mentioned that he had asked for the math behind the assessment letter year by year but that was never provided. There was brief discussion regarding the data, recalculations, and the exclusion of parcels.

It was also noted the Board needs to get an answer regarding the transaction relating to the exclusions of the commercial properties.

There was brief discussion regarding quorum and making a motion. This included discussion of hiring an outside law firm to review the documents. Mr. Babbar will make recommendations. Mr. Bodie, Jr. suggested tabling the three motions previously made.

On MOTION by Mr. Swichkow, seconded by Mr. Bodie, Jr., with all in favor, the Board approved the Engagement of outside Counsel, to review the assessment parcel exclusions, the turnover status, and the accurate methodology of all dues calculations.

It was noted Mr. Swichkow will be the contact liaison for this matter.

Mr. Bodie, Jr., requested the Board turnover process be halted until all information has been reviewed.

There was brief discussion regarding the Board and turnover process. It was noted by Mr. Pickering that when Towers Two and Three are assessed, the Board could be a Developer controlled Board.

Ms. Gaarlandt noted a Special Board Meeting can be called at any time with proper notice.

There was discussion regarding possibly requesting the Master Association to delay their November 14th meeting or getting the correct calculations sooner. It was noted the meeting has to take place at that time.

Consideration	of
Recommendation of the Auditor Selection Committee

Ms. Gaarlandt noted the Auditor Selection Committee recommended Grau and Associates being the highest ranked proposer.

On MOTION by Mr. Bodie, Jr., seconded by Mr. Swichkow, with all in favor, the Board approved the Recommendation of the Auditor Selection Committee.

District Staff will respond to the proposer and request an engagement letter from Grau.

Ratification	of	Payment Authorizations Nos. 204-212

The Board reviewed the payment authorizations.

Ms. Gaarlandt noted these were previously approved and were for ratification only. They are all standard District expenses.

On MOTION by Mr. Swichkow, seconded by Mr. Bodie, Jr., with all in favor, the Board ratified Payment Authorization Nos. 204-212.

Review	of	District	Financial Position

The Board reviewed the District's financial position as of September 2025. No action was required by the Board.
FOURTH ORDER OF BUSINESS	Other Business Staff Reports
District Counsel - No report.

District Engineer -
Traffic Study Update
o	Inactive Railroad Crossing at Tyson and Westshore
Mr. Carden gave an update regarding the traffic study and noted continued discussion is taking place with Mr. Dutton.,. There will be an update for the Board at the next meeting.

Mr. Swichkow recommended moving forward with requesting the railroad crossing to be inactive. He noted there is a lengthy process to follow. Mr. Carden will follow up. It was noted the railroad authority could also make that request.

It was noted the final map of maintenance responsibilities has been circulated to the various entities. Ms. Gaarlandt will send out to the Board.

District Manager -
Parking
Roundabout Yield Signs

Ms. Blanc confirmed the roundabout yield signs have been installed. Ms. Gaarlandt noted none of the parallel parking spots belong to the COD.

There was brief discussion regarding the towing signs.

The next Board meeting is scheduled to be held on December 18, 2025. Ms. Gaarlandt reminded the board members not to discuss District business with other board members outside of a public meeting.

Site Manager -
Maintenance Updates
HOA Management Transition

There was brief discussion regarding the lane divider sign at the entrance on Gandy. It was noted this has not yet been completed. There will be an update at the next Board meeting.

The Board reviewed the maintenance updates per the spreadsheet included in the agenda packet.

Ms. Gaarlandt stated that management of the Master Association is scheduled to transition from PFM to TRIAD on November 1st, 2025, noting that representatives from TRIAD was present at today's meeting.

Supervisor	Requests	and Audience Comments

A resident commented regarding the assessment calculations related to the apartments. It was noted there is a set calculation in the Master Association documents. There was brief discussion regarding the process of changing the calculation of assessment amounts within the declaration documents.

Mr. Babbar noted this would happen prior to adoption of the budget and methodology of assessments. He gave an overview of the process and noted the Master Association would have to make the decision to change the declaration.

The resident recommended adding this to the Master Association's agenda for their meeting. It was noted to email Ms. Ripoll.

Another resident commented regarding the backpay and the Marina assessments.

There was discussion regarding homeowner's rights and assessments. Mr. Bodie, Jr., reviewed the operating agreement.

It was noted changes to the declaration would best be completed by the new Board. The turnover meeting would take place in December.

A resident noted there have been limited responses from PFM and the Boards regarding lack of maintenance. He commented regarding the need for an audit and outside Counsel.

There were no further comments at this time.

FIFTH ORDER OF BUSINESS	Adjournment

There was nothing further to address at this time.

On MOTION by Mr. Bodie, Jr., seconded by Mr. Swichkow, with all in favor, the Board adjourned the October 23, 2025, Board of Supervisors' Meeting.

ChairpersonNice-Chairperson

EXHIBIT A

FOR SUBMISSION
This Board of Supervisors holds a fiduciary responsibility to ensure that all COD-owned property is properly maintained·,that district finances are soundly managed, and that bondholders are paid in full and on time.
In 2017, a prior COD Board, then controlled by the developer, entered into a 50-year Operating Agreement with a newly formed entity called the Westshore Marina District Master Association, which I'll be referring to as the "Master Association". Under that agreement, the Master Association was tasked with managing and funding the maintenance of all CDD property by collecting dues from designated property owners within the district. The amount of those dues was to be determined each year through a budget process and calculated strictly in accordance with the assessment formula detailed in the Master Association's recorded Declaration-a 94-page document that sets forth in precise terms how assessments must be calculated and applied. As well, the Operating Agreement set forth certain oversight responsibilities in the event the Master Association failed to uphold their material responsibilities.
Since 2020, the Master Association's management company, PFM, has prepared both the annual budget and the assessment methodology for the Master Association Board's approval. Over a year ago, questions were raised - by myself and by Mr. Bodie - regarding why certain developer-owned parcels were not being assessed dues. PFM's response at the time was that these parcels did not "benefit" from the Master Association's maintenance of the district and were
therefore exempt from assessments.
That explanation never sat right with me. So, several months ago, I conducted a thorough review of the Master Association's Declaration and assessment calculati.ons dating back to 2020. The Master Association's budget has increased steadily each year over that period, yet my review revealed that:
The assessment formulas PFM used did not conform to the mathematical methodology prescribed in the Declaration;

The exclusion of certain developer parcels appeared to be inconsistent with the governing documents; and

The marina entity was being excluded even though it was explicitly included within the Declaration's formula.

In July 2025, I presented detailed written questions to PFM and the Master Association Board concerning these issues: specifically, the assessment calculations, parcel exclusions, and the apparent passage of the Master Association's required turnover milestone, which by my reading should have occurred in early 2024. I was told that counsel for the Master Association would review my concerns and provide a response.
Months passed without any communication. Then, unexpectedly, a letter was sent to all dues-paying entities advising that Towers 1, the two Inlet HOAs, and the marina allegedly owe substantial back dues-while the two apartment properties are owed large refunds. No explanation or backup calculations were provided, only instructions to remit payment. Two days later, I received an email from Venesa Ripoll stating that the numbers "may change." The same letter also included a single sentence stating that the developers' parcels remain exempt-again, with no supporting legal opinion or documentation. I immediately requested the backu·p calculations by year and MA counsel's legal opinion as to parcel exclusion and was told that it wouldn't be available under the Nov. 14 MA board meeting.
This sequence of events has created confusion and chaos among affected property owners. To make matters worse, PFM has since resigned from managing the Master Association, and a new management firm has been brought in midstream.
In my opinion, I believe the financial management of the Master Association's assessments and revenue streams has been mishandled - by PFM, and with the acquiescence of the Master Association Board. These flaws were raised as early as 2024, yet no corrective action was taken. Additionally, the Master Association was contractually obligated under the 50-year agreement to conduct a reserve study on the district's roads and seawalls in 2020. That study was never performed until several months ago - five years late - despite official, multiple requests by this COD.
I have repeatedly requested that the Master Association hold more than one meeting per year to address these urgent matters, but those requests have been ignored. As the COD Board ultimately bears responsibility for all COD property, I must state clearly: I have no confidence in the accuracy of these back assessment calculations or the ongoing exclusion of certain properties.
Significant financial exposure remains, and with 2026 assessments approaching, the Master Association must now contend with additional reserve funding requirements, the need to apply the correct assessment formula, and the continued exclusion of undeveloped parcels-all of which will substantially increase dues. Yet that budget meeting is not even scheduled until November

14th. If the current pre-turnover, developer-controlled Master Association is ultimately determined by counsel to have been holding over the rightful turnover to a post-turnover board duly elected by its various Members, then this holdover board that was responsible for all of these issues should not be allowed to manage this reconciliation, determine the validity of it excluding its own parcels, or managing the subsequent turnover and election without oversight and approval authority of this overseeing CDD body.
Accordingly, I move that this Board:
Engage CDD district counsel, or if need be outside counsel, to review the assessment parcel exclusions, the turnover status, and the accurate methodology of all dues calculations.

Formally direct the Master Association to suspend any back dues collection or refunds/credits until this legal review is complete and engage an independent accounting firm if the pre-turnover board is to continue with the reconciliation process thereafter.
Automatically, set a special follow-up meeting immediately after receiving CDD counsel's legal opinion, subject to our minimum notice provisions.
Thank you