MINUTES OF MEETING WOODLANDS SECTION 9
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Woodlands Section 9 Community Development District was held on Tuesday, March 10, 2026, at 4:00 p.m. at 699 N. Federal Highway, Suite 450, Fort Lauderdale, Florida.

Present and constituting a quorum were:

Lindsay Foster	Chairman
John Lonergan	Vice Chairman
Albani Belandria	Assistant Secretary

Also present were:
Michael Pawelczyk	District Counsel
Andrew Gill	District Manager
Ryan Wheeler	District Engineer (by phone)
Julie Johnston	13th Floor

FIRST ORDER OF BUSINESS	Roll Call
Mr. Gill called the meeting to order and stated we have a quorum.

SECOND ORDER OF BUSINESS	Approval of the Minutes of the
December 9, 2025 Meeting
Mr. Gill: The next item on the agenda is the approval of the minutes of the December 9, 2025, meeting and those minutes are included in your agenda packet, and you’ve had a chance to review them. Are there any additions, deletions or corrections? Hearing none, I’ll just ask for a motion to approve those minutes.

On MOTION by Mr. Lonergan seconded by Mr. Foster with all in favor, the Minutes of December 9, 2025, Meeting were approved.

THIRD ORDER OF BUSINESS	Consideration	of	Resolution
#2026-01 Approving the Proposed Fiscal Year 2027 Budget and Setting the Public Hearing
Mr. Gill: Jumping down to item No. 3, this is resolution #2026-01 your first resolution of the year, and this approves the proposed fiscal year 2027 budget and it will also set the public hearing to adopt that budget. So, if you jump down in your packet to that budget there are changes from last year, again, this is developer funded and there are no assessments. Additionally, we included the field work, which may or may not be used, we included all of the field work but, more than likely some of the line items won’t be used, such as the power washing and few of the others.
Ms. Foster: And this is the max?
Mr. Gill: Yes, this is just the max and this is the number that we came up with for the District when the District is completed, so again, the budget should come in much less than that but, we wanted to include the max here. Between now and the adoption date that we set, the Board can potentially change the budget but, we can’t go above what we’ve listed here. So, in addition to approving the budget we also have to set the date that we will adopt the budget. We need a 60 day buffer between today’s date and that adoption date. Today is March 10th so we would get rid of April and May, so June 9th is a scheduled meeting right now that you have, so we can set that but, I’d like for the Board to check, we need at least 3 people here and I know folks have summer vacations.
Ms. Foster: I’m good.
Mr. Gill: Alright, so this is resolution #2026-01it approves the proposed fiscal year 2027 budget and sets the public hearing to adopt that budget, the date for that will be June 9, 2026, at 4:00 p.m. at this office, 699 N. Federal Highway, Suite 450, Fort Lauderdale, Florida. I’m just looking for a motion to approve that.

On MOTION by Mr. Lonergan seconded by Ms. Foster with all in favor, Resolution #2026-01 approving the proposed Fiscal Year 2027 Budget and setting the Public Hearing on June 9,2026 at 4:00 p.m. at 699 N. Federal Highway, Suite #450, Fort Lauderdale, Florida was approved.

FOURTH ORDER OF BUSINESS	Consideration	of	Updated
Ancillary Documents
Acquisition Agreement
Completion Agreement
Collateral Assignment and Assumption of Development Rights
Declaration of Consent to Jurisdiction (Phase One)
True-Up Agreement (Phase One)
Lien of Record (Phase One)
Mr. Gill: Next are a couple of ancillary documents that District counsel will walk us through.
Mr. Pawelczyk: Yes, and I’ll go over these rather quickly and then we can do one motion to approve or authorize the acceptance of all of them. These were presented to you back in I think March of 2025, a long time ago when we first thought we were going to issue bonds in 2025. They’ve all been updated and the documents that we have here, and this is for the Series 2026 that we’re issuing next week. The assignment and acquisition agreement provides for the assignment of certain contract rights, the only thing missing in this document today are a couple of the contracts to be assigned, we’re waiting for some more information from the developer but, we’re expected to get that very soon, and we’ll basically substitute Exhibit B, with an updated contracts right page to move forward. This authorizes the assignment of those contracts, the District’s acceptance of those contracts, so the developer can get paid for what they’ve paid to date on those contracts. It also provides for the convenience of any infrastructure by the developer, land interest that are required for the CDD to maintain and operate the infrastructure, etc. The completion agreement is the next document that document is really where the developer guarantees that they’re going to complete the CDD project as defined in the engineers report. The collateral assignment and assumption development rights, and that is signed by the developer, if the developer defaults on payments of assessments once the bonds are issued this allows for the development rights to be assigned to the District so the District can then complete the project

basically to protect the bondholders. The declaration of consent to jurisdiction, this one is not signed by the District, it’s only signed by the developer but it’s recorded in the public records, and this is where the developer consents to the jurisdiction of the District, hence the name, consents to a lien of record based on the assessments that we already levied in this District, and indicates that the developer is not going to challenge any of those actions by the District in connection with the level of assessments, the bond authorizing, the engineers report, the methodology report, etc. The True-Up agreement, this is also recorded, this will be recorded against phase one of the District, and the True-Up agreement to dumb it down a bit, if you are building 100 units, we’re issuing bonds as if we’re going to get assessment revenues from those 100 units. If you only build 99 units the developer has to pay that assessment on the 100th unit that you’re not building, so that’s essentially what a True-Up is, we’re making sure that we get all the assessment revenue in. So, if you replat or you change things as part of the development plan that you’ve already delivered to the District that the developer has, then there will be a True-Up mechanism so we make sure the bondholders are protect and that the District is receiving the assessment revenues its expecting. Finally, the lien of record is just a notice of lien of record, we record it in the public records against all the lands within the District. In this case we’ll just record it against phase one, but actually I think phase one it is encompassing the whole District at this point, recorded against the whole property, and it really just puts people on notice. So, if I go to buy a home in there I see, I’m the second or third homeowner buying it, and I see oh, there’s a CDD here and they’ve issued bonds, and I can even call Andrew’s office and see what those are, so they know what they’re buying. The assessment lien is automatically, it’s already there even without this notice of lien of record but, we put it in there for people like Pedro who ask for, and bond counsel asks for it, so there’s notice to future homeowners, future buyers of property, or if you were to sell a bunch of lots for instance as a developer, so it just appears on the title, we’ve never had any title issues on any of these documents. So, that being said, does anyone have any questions?
Ms. Foster: No.

Mr. Pawelczyk:	If none, we’d asked for a motion to accept and authorize the execution of all of these documents, A through F, in substantially final form.

On MOTION by Mr. Lonergan seconded by Ms. Foster with all in favor, accepting the updated ancillary documents items A through F listed above and authorize the proper District officials to execute the documents in substantially final form was approved.

FIFTH ORDER OF BUSINESS	Audit	Selection	Committee
Meeting
Mr. Gill: We’re going to jump into the audit selection committee meeting portion of this meeting, and first I’d just like to ask for a motion from the Board, and generally what our Boards do is they appoint everyone from the Board as a part of the audit selection committee, and if that’s ok with the Board I’m looking for a motion to appoint all members of the Board to be the audit selection committee.

On MOTION by Ms. Foster seconded by Mr. Lonergan with all in favor, appointing the entire Board of Supervisors to serve as the Audit Selection Committee was approved.

Opening Audit Selection Committee Meeting
Roll Call
Ranking of Respondents to RFP
Adjournment
Selection of Audit Firms
Mr. Gill: So, I’m looking now for a motion to open the audit selection committee meeting portion of the meeting.

On MOTION by Ms. Foster seconded by Mr. Lonergan with all in favor, opening the Audit Selection Committee Meeting was approved.

Mr. Gill: Ok, so now we’re in the audit selection committee portion of the meeting and previously the Board authorized staff to issue requests for proposals from different auditors which an audit is required for the books of the District, so staff did that and we

received responses. So, the purpose of this portion is to review the responses and rank the respondents and then ultimately select an auditor, authorize staff to enter into a contract with the selected auditor. So, included in your packet are two responses from Berger, Toombs and R. McIntosh, I printed out the response from Grau & Associates, I also provided each of you with, we only need to do this once but, I’ve provided you with the ranking sheet. At a prior meeting the audit selection committee went through this ranking sheet and decided that this was the criteria that you all wanted to use and you had scored each of the respondents out of 100 points, broken down between the ability of the personnel, proposer’s experience, understanding scope of work, ability to furnish services, and also price. So, the ranking sheet lists each of their fees and then the packet and the printout shows the responses, there’s a pretty large gap between the price points for each of them, and my office has worked with each of these, I work with Grau & Associates quite a bit on a number of Districts. For ease of using this ranking sheet if one of the respondents receives just a higher number, they would be ranked #1, and the Board can select any number between 0 and 20 points, and I can assist you all if you know which company you’d like to go with, or we can talk about it at this point, it’s ultimately up to the committee.
Ms. Foster: I think I reviewed this, so I think ability of personnel, all companies can receive 20 points.
Mr. Gill: Ok.
Ms. Foster: The same for proposer’s experience, understanding scope of work and ability to furnish the required services, 10 points for each of the three, but price I think we can give Grau & Associates 20 points, also he was significantly under the other two, Berger, Tooms, 19 points, and R. McIntosh, 18 points.
Mr. Gill: Ok, so based the rankings of the numbers given to each of the respondents, we have R. McIntosh, CPA receiving a total of 98 points, we have Berger, Toombs receiving a total of 99 points and we have Grau & Associates receiving 100 points, and that would rank Grau & Associates as #1, Berger, Toombs as #2 and R. McIntosh as #3. So, the audit selection committee has now ranked each of the respondents and I’m looking for a motion to adjourn the audit selection committee meeting portion of the meeting.

On MOTION by Mr. Lonergan seconded by Ms. Foster with all in favor, the Audit Selection Committee Meeting was adjourned.

Mr. Gill: Ok now we’re returning to the normal meeting for Woodlands Section 9, and you just left the audit selection committee meeting portion of the meeting where the audit selection committee ranked each of the respondents for their auditor and the rankings are as follows; Grau & Associates receiving 100 points, Berger, Toombs receiving 99 points and R. McIntosh receiving 98 points. So, I’m just looking for a motion from the Board ranking Grau & Associates as #1 and authorizing staff to enter into an agreement with Grau as your auditor.

On MOTION by Mr. Lonergan seconded by Ms. Foster with all in favor, ranking Grau & Associates as the #1 auditing firm and authorizing staff to enter into an agreement with Grau & Associates to serve as the District’s auditor was adjourned.

SIXTH ORDER OF BUSINESS	Discussion of Procedures for
Landowners Election Meeting – November 3, 2026
Mr. Gill: Next item which is required for us is discussion of, and you all have a landowners meeting this year, November 3, 2026. The seats that would be up for the landowners election are seats #3, #4 and #5, that’s Janet Trump, Albani Belandria, and Landon Massel. So, I just wanted to go over those procedures, we’d likely have a Board meeting after the landowners meeting, but at the landowners meeting the Board isn’t required, and we’ve included the proxy here so the current landowner would be able to authorize a proxyholder to vote their number of units or acreage. Did I miss anything Mike?
Mr. Pawelczyk: No.
Mr. Gill: Ok, so again that date is November 3, 2026, and sets the Landowners meeting at this location, 699 N. Federal Highway, Suite 450, Fort Lauderdale, Florida.

Mr. Pawelczyk: The only thing that I would recommend is if you have questions regarding the proxy get with Andrew before the meeting so you can make sure that someone from Woodlands Club Holdings, like Mike Unziata could give a proxy to one of the Board members, or whoever can come to the landowners meeting to vote the acreage within the District.
Mr. Gill: And leading up to it for all my Districts I will talk to the landowners and make sure I have those proxies in hand before the meeting.
Mr. Pawelczyk: Right.

SEVENTH ORDER OF BUSINESS	Staff Reports
Mr. Gill: Alright, moving on to staff reports, anything for us Mike?

Attorney
Mr. Pawelczyk: The only thing I have is the bond closing is scheduled for March 18th, I believe so things are moving pretty smoothly so far, so that’s good, I think there shouldn’t be any issues there. The one thing I did want to bring up and get the Board to acknowledge is, what we did, you’ll recall we did the engineers report in the District that Caulfield Wheeler prepared and that report is dated June 5, 2024, amended and restated February 11, 2025, it was recently updated February 17, 2026, so I just wanted to the Board to move to accept that revised report, which I think you saw.
Mr. Gill: Yes, and it’s included in your packet and we have Ryan Wheeler on the line too if you want to ask any questions.
Mr. Pawelczyk: Right and the only change that we made was more of a bond issue, we wanted to reflect the June 5, 2024 which was the first validation, the February 11, 2025 date was when we increased the amount needed for the project, so that was the second validation, and we wanted to make sure those dates were included on the cover of the report. So, no changes have been made to this report since Ryan distributed it on February 17th, or than to change the cover page to reflect those three dates, and Ryan updated that date to add information I think regarding permitting and timing and the status of the project, so I just wanted to get a motion to accept that updated report as I described, unless Ryan has anything to add.

Mr. Wheeler: No, basically what you said is exactly correct, and if there are any questions I can answer them but, what you stated is correct.
Mr. Pawelczyk: Thank you, is there a motion?

On MOTION by Mr. Lonergan seconded by Ms. Foster with all in favor, accepting the updated Engineers Report dated February 17, 2026, as described by District Counsel was adjourned.

Mr. Pawelczyk: I appreciate that, thank you, that’s all I have. Mr. Gill:	Thank you.

Engineer
Mr. Gill: Ryan, anything else for us?
Mr. Wheeler: No, nothing further for this meeting. Mr. Gill: Ok, thank you Ryan.

Manager
Mr. Gill: I don’t have anything as District manager, you all can reach out to me if you have any questions.

SIXTH ORDER OF BUSINESS	Financial Reports
Funding Request #12
Acceptance of Unaudited Financials
Mr. Gill: Let’s jump down to funding request #12 which is included in your packet for approval, just looking for a motion approve that.

On MOTION by Mr. Lonergan seconded by Ms. Foster with all in favor, Funding Request #12 was approved.

Mr. Gill: Next are the unaudited financials, and it’s not required that we approve those but, they are included in your packet. If you have any questions I that I can answer those or directly to the accountant, so they are included in the packet.

SEVENTH ORDER OF BUSINESS	Supervisors Requests and
Audience Comments
Mr. Gill: Next we have Supervisor’s requests and audience comments, we don’t have any members of the public present in person or on the phone. Are there any Supervisor’s requests?
Mr. Lonergan: No.

EIGHTH ORDER OF BUSINESS	Adjournment
Mr. Gill: I’m just looking for a motion to adjourn.

On MOTION by Mr. Lonergan seconded by Ms. Foster with all in favor, the Meeting was adjourned.

Secretary /Assistant Secretary

Chairman / Vice Chairman

Certificate Of Completion

Envelope Id: 3CE24EE0-ACF8-8F78-82CE-A31FF5C4890F	Status: Completed Subject: Woodlands Section 9: Complete with Docusign: 3-10-26 Minutes.pdf, Resolution 2026-02.docx
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1001 Bradford Way
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6/9/2026 6:51:11 AM

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Andrew Gill agill@gmssf.com DISTRICT MANAGER
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