MINUTES OF MEETING LAKE EMMA
COMMUNITY DEVELOPMENT DISTRICT

The Organizational meeting of the Board of Supervisors of the Lake Emma Community Development District was held Friday, February 7, 2020 at 10:00 a.m. at Cooper Memorial Library, 2525 Oakley Seaver Drive, Clermont, Florida.

Present and constituting a quorum were:

Tony Iorio Doug Beasley
Garison Clemens

Also present were:

George Flint Tucker Mackie Nicole Stalder Jason Lonas Emma Gregory

Chairman Assistant Secretary Assistant Secretary

District Manager District Counsel
Interim District Engineer Hanover Land Company Hopping Green & Sams

FIRST ORDER OF BUSINESS
Call to Order

Introduction

Mr. Flint called the meeting to order. There were Board three members present constituting a quorum.

Public Comment Period
There were no members of the public present for the meeting.

Oath of Office
Mr. Flint stated there were four of the five initially Board members named in the creating ordinance, and he understood one of the four, Jason, was going to decline their appointment. Mr. Flint swore in Mr. Tony Iorio, Mr. Doug Beasley, and Mr. Garison Clemens. An informational packet on Board procedures and rules was provided for them. Mr. Flint clarified the procedure for completing forms and obtained signatures on the Oaths of Office. Mr. Flint covered all procedures and asked about compensation under Chapter 190. All waived to receive compensation.

Ms. Mackie stated if any Board member had any questions concerning the Sunshine Law, she would be available to answer. She gave the Board members a reminder that discussion between themselves regarding anything that could come before the Board was prohibited.

SECOND ORDER OF BUSNESS	Organizational Matters
Confirmation of Notice of Meeting
This meeting was advertised in the newspaper and the affidavit of publication was included in the agenda package.

Information	on  Community	Development	Districts	and Public Official Responsibilities and Florida Statutes Chapter 190

Election of Officers
Resolution 2020-01 Appointing Officers
Mr. Flint stated the Chairman and Vice Chairman had to be Board members, the others may or may not be Board members. The Board elected Tony Iorio as Chairman.

On MOTION by Mr. Beasley, seconded by Mr. Clemens, with all in favor, Resolution 2020-01 Appointing Mr. Tony Iorio as Chairman, was approved.

The Board then elected Brian Cipollone as Vice Chairman.

On MOTION by Mr. Iorio, seconded by Mr. Clemens, with all in favor, Resolution 2020-01 Appointing Mr. Brian Cipollone as Vice­ Chairman, was approved.

George Flint suggested himself as Secretary, Ariel Lovera was suggested as the Treasurer, and the other Board members Doug Beasley, and Garison Clemens as Assistant Secretaries.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Resolution 2020-01 Appointing Mr. George Flint Secretary, Mr. Ariel Lovera as Treasurer, and Mr. Doug Beasley and Mr. Garison Clemens as Assistant Secretaries, was approved.

TIDRD ORDER OF BUSINESS	Retention of District Staff
Consideration of Agreement for District Management Services

Resolution 2020-02 Appointing District Manager
Mr. Flint stated that in the agenda package is a contract with Governmental Management Services to provide District Management Services. The fee schedule is included in the package as discussed.

On MOTION by Mr. Iorio, seconded by Mr. Clemens, with all in favor, Resolution 2020-02 Appointing Governmental Management Services - Central Florida as District Manager, was approved.

Consideration of Agreement for District Counsel Senrices
Resolution 2020-03 Appointing District Counsel
Mr. Flint stated Hopping Green & Sams will be retained as District Counsel and the fee agreement was included in the agenda package.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Resolution 2020-03 Appointing Hopping Green & Sams as District Counsel was approved.

Resolution 2020-04 Selection of Registered Agent and Office
Mr. Flint stated that this resolution designates the registered agent and designates the registered office. Mr. Flint would be named as the registered agent and Mr. Flint's office in downtown Orlando as the registered office.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor Resolution 2020-04 Selecting George S. Flint of OMS-CF as the Registered Agent and his Orlando Office as the Registered Office, was approved.

Resolution 2020-05 Appointing Interim District Engineer
Mr. Flint stated that typically the Engineer has to initially be appointed as interim, and then later on in the agenda they will authorize OMS to issue an RFQ for those services. This appoints Dewberry as the Interim Engineer. The agreement and fee schedule was attached to the Resolution.

Consideration of Interim District Engineering Agreement
Mr. Flint stated the Interim District Engineering Agreement is being approved subject to being reviewed by Dewberry.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Resolution 2020-05 Appointing Dewberry Engineering subject to further review of the agreement by Dewberry, as the Interim District Engineer, was approved.

Request Authorization to Issue RFQ for Engineering Services
Mr. Flint stated that the form ofRFQ is in the agenda packet as well as the selection criteria that will be used. This will be advertised, and he will bring any responses received back to the Board for consideration at a future meeting.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Authorization of Staff to Issue an RFQ for Engineering Services, was approved.

FOURTH ORDER OF BUSINESS	Designation	of Meetings and Hearing
Dates

Consideration of Resolution 2020-06 Designation of Regular Monthly Meeting Date, Time and Location for Fiscal Year 2020
Mr. Flint stated that the Board may want to defer setting the regular meeting date going forward until Lennar can compare dates and times. They can set the regular meeting date or defer to the March meeting. Mr. Iorio stated they would like to have the conversation with Lennar and also try to coordinate convenient times for Counsel and for Management. Mr. Flint stated the setting of dates would be placed on the next agenda. The next meeting was set for March 25, 2020 at 10:00 a.m. at the Cooper Memorial Library. Mr. Flint advised that an invitation would be sent out.

Consideration of Resolution 2020-07 Designation of Landowners' Meeting Date, Time and Location
Mr. Flint stated that the Board is required to hold an initial landowners' meeting within 90 days of establishment. The last day they could have the meeting is February 28, 2020. The notice is going in the paper today. Mr. Flint asked for a motion to designate February 28, 2020 at 1:00
p.m. at this same location as the landowners' meeting date.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Resolution 2020-07 Designating the Landowners' Meeting Date as February 28, 2020 at 1:00 p.m. at the Cooper Memorial Library, was approved.

Designation of Date of Public Hearing to Adopt Rules of Procedure in accordance with Section 120.54, Florida Statutes

Consideration of Resolution 2020-08 Setting a Public Hearing to Consider the Proposed Rules of the District

Rules of Procedure
Mr. Flint stated the proposed rules and procedures are included in the package. This will handle purchasing, how the Board operates, and that they are consistent with Florida statues. Mr. Flint suggested this hearing be held on March 25, 2020 meeting. Discussion of the actual rules and procedures can be discussed prior to the meeting or Board members can reach out to the District Counsel.

On MOTION by Mr. Iorio, seconded by Mr. Clemens, with all in favor the 2020-08 Resolution Setting a Public Hearing to Adopt the Rules of Procedure on March 25, 2020 at 10:00 a.m. at the Cooper Memorial Library, was approved.

Designation of Dates of Public Hearing on the Budget for Fiscal Year 2020

Consideration of Resolution 2020-09 Setting the Public Hearing and Approving the Proposed Fiscal Year 2019/2020 Budget
Mr. Flint presented Resolution 2020-09 and noted that a copy of the proposed budget was in the agenda package in Exhibit A. Mr. Flint suggested the public hearing date for March 25, 2020 at 10:00 a.m. at the same location, which will be the regular meeting date. Ms. Mackie stated that she reviewed the proposed budget and explained the process for adoption.

On MOTION by Mr. Iorio, seconded by Mr. Clemens, with all in favor Resolution 2020-09 Approving the Proposed Fiscal Year 2020 Budget and Setting the Public Hearing Date to Adopt for March 25, 2020 at 10:00 a.m. the Cooper Memorial Library, was approved.

Approval of the Fiscal Year 2019/2020 Developer Funding Agreement
Mr. Flint stated the Funding Agreement was in the package for review. This is the agreement where the developer will agree to fund the operations of the District.

On MOTION by Ms. Iorio, seconded by Mr. Beasley, with all in favor, the Developer Funding Agreement with Lennar Homes for the Fiscal Year 2020, was approved.

Resolution 2020-10 Setting Date of Public Hearing Expressing the District's Intent to Utilize the Uniform Method of Levying, Collecting and Enforcing Non Ad-Valorem Assessments in accordance with Section 197.3632, Florida Statutes
Mr. Flint stated this resolution allows the District to use the tax bill as the form of collection for the Debt and O&M assessments. The public hearing must take place for them to do that. Mr. Flint suggested March 25, 2020 at 10:00 a.m. at the current location.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, the Resolution 2020-10 Setting the Date of the Public Hearing Expressing the District's Intent to Utilize the Uniform Method of Levying, Collecting and Enforcing Non Ad Valorem Assessments in accordance with Section 197.3632, Florida Statutes for March 25, 2020 at 10:00 a.m. at the Cooper Memorial Library, was approved.

FIFTH ORDER OF BUSINESS	Other Organizational Matters
Resolution 2020-11 Designating a Qualified Public Depository
Mr. Flint recommended approving SunTrust Bank as the District's public depository. This is the bank the District uses for a majority of their CDDs.

On MOTION by Mr. Iorio, seconded by Mr. Clemens, with all in favor, Resolution 2020-11 Designating SunTrust Bank as the District Depository, was approved.

Resolution 2020-12 Authorization of Bank Account Signatories
Mr. Flint asked that the signatories be Ariel Lovera and himself as signers for the District allowing them to sign checks and process invoices.

On MOTION by Mr. Iorio, seconded by Mr. Clemens, with all in favor, Resolution 2020-12 Authorizing Ariel Lovera and George Flint as Bank Account Signatories, was approved.

Consideration of Resolution 2020-13 Relating to Defense of Board Members

Mr. Flint asked District Counsel to explain. Ms. Mackie noted that this resolution will allow the District to provide legal support to Board members and staff outlined in the resolution when acting in their capacity as Board members. This covers Board members and District staff.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor Resolution 2020-13 Relating to Defense of Board Members, was approved.

Consideration of Resolution 2020-14 Authorizing District Counsel to Record in the Property Records of Lake County the "Notice of Establishment" in accordance with Chapter 190.0485, Florida Statutes

Notice of Establishment
Mr. Flint stated this Resolution 2002-14 had already been recorded and just needed ratification. It is in the Board package for review and it authorizes District Counsel to record the Notice of Establishment in the County.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Resolution 2020-14 Authorizing District Counsel to Record in the Property Records of Lake County the Notice of Establishment in Accordance with Chapter 190.0485, Florida Statutes, was ratified.

Consideration of Resolution 2020-15 Adopting Investment Guidelines
Mr. Flint stated the statute requires the Board to adopt an Investment Policy and the District has the ability to establish their own investment policies or adopt what is called the alternative Investment Policy. Mr. Flint recommended the Board adopt the alternative Investment Policy. This limits the types of investments the District can use to a Local Government Surplus Trust Fund which is the State Board of Administration account, an SEC registered money market account, interest baring CDs or savings account or direct obligations of the US Treasury, so this limits the District to very conservative investments. If at some point in the future if the Board wanted to adopt their own investment policy that could be considered, but Mr. Flint recommend that the Board adopt the Alternative Investment Policy at this point.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Resolution 2020-15 Adopting Alternative Investment Guidelines, was approved.

Consideration of Resolution 2020-16 Authorizing Execution of Public Depositor Report
Mr. Flint stated this resolution would authorize the District Manager or Treasurer to execute and file the public depositor report.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Resolution 2020-16 Authorizing Execution of Public Depositor Report, was approved.

Consideration of Resolution 2020-17 Designating a Policy for Public Comment
Mr. Flint stated this outlines a Public Comment Policy which is required for the Board to take public comment before each vote on agenda items, speaking time limits, and how to deal with procedures if they have members of the public present.

On MOTION by Mr. Beasley, seconded by Mr. Iorio, with all in favor, Resolution 2020-17, Designating a Policy for Public Comment, was approved.

Consideration of Resolution 2020-18 Adopting a Travel and Reimbursement Policy
Mr. Flint stated this is in line with Florida Statutes on the travel fees and per diem rates at which they can reimburse.

On MOTION by Mr. Beasley, seconded by Mr. Clemens, with all in favor, Resolution 2020-18 Adopting a Travel and Reimbursement Policy, was approved.

Consideration of Resolution 2020-19 Adopting Prompt Payment Policy
Ms. Mackie reviewed the resolution and noted that it is in line with Florida Statutes to timely pay vendors and contractors that provide services to the District.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Resolution 2020-19 Adopting Prompt Payment Policy, was approved.

Consideration of Resolution 2020-20 Adopting a Records Retention Policy
Ms. Mackie reviewed Resolution 2020-20 and suggested the option which calls for the retention of all documents for an indefinite period of time.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor Resolution 2020-20 Adopting Records Retention Policy Option of keeping all records, was approved.

Consideration of Compensation to Board Members
Mr. Flint stated this was covered earlier in discussion of forms and does not need further discussion. All members waived compensation; no motion was needed.

Resolution 2020-21 Selecting District Records Office Within Lake County
Mr. Flint suggested that this be deferred to the March meeting. The Board agreed to defer.

Resolution 2020-22 Designating the Primary Administrative Office and Principal Headquarters of the District
Mr. Flint stated the primary Administrative Office would be the GMS office in Orlando at 219 E. Livingston Street, Orlando, Florida. Action on the Principal Headquarters was deferred to the March meeting.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Resolution 2020-22 Designating the Primary Administrative Office as the GMS office at 219 E. Livingston Street, Orlando, Florida, was approved.

Consideration of Website Services Agreement
Mr. Flint stated there have been a series of lawsuits against governments and private entities regarding ADA compliance. As a result, districts are having to get special web site developers to develop the website and make sure they are in compliance with ADA. Toe agreement will be prepared by counsel and sent to VGlobalTech.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, the Website Services Agreement with VGlobalTech, was approved.

0.	Authorization to Prepare Public Facilities Report in Accordance with Chapter
189.08 Florida Statutes to Coincide with Special District Filing Date of August 1st for Lake County
Mr. Flint stated Chapter 189 of the Florida Statutes requires the District to prepare a Public Facilities Report and file it with the County. This authorizes staff to prepare and file that report.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, the Public Facilities Report in Accordance with Chapter 189.08 Florida Statutes to Coincide with Special District Filing Date of August 1st in Lake County, was approved.

P.		Consideration of Resolution 2020-23 Authorizing a Chairperson to Execute Plats, Permits, and Conveyances
Mr. Flint stated Resolution 2020-23 gives the District a little flexibility in between meetings in the event the Chairman is required to sign all plats, permits, and conveyances. This would avoid having to hold a special meeting.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, the Resolution 2020-23 Authorizing the Chairman and Other Officers to Execute Plats, Permit, and Conveyances, was approved.

SIXTH  ORDER OF BUSINESS	Capital Improvements
Appointment of the Financing Team
Bond Counsel
Mr. Flint noted that they are not ready to start the bond validation process or initiate the assessment process, but they have appointment of the financing team and approval of a financing team Funding Agreement. The Board has a proposed engagement letter for Greenberg Traurig. Stephen Sanford would serve as Bond Counsel and his fees are indicated in the letter and are typically paid out of the cost of issuance of bonds.

On MOTION by Mr. Beasley, seconded by Mr. Iorio, with all in favor, the Agreement with Greenberg Traurig to Serve as Bond Counsel, was approved.

Underwriter
Mr. Flint presented the agreement with FMSbonds for underwriting services. Mr. Flint stated their G-17 Disclosure is also included in the agenda package for review. They are paid out of the issuance of bonds.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, the Underwriting Agreement with FMSbonds, was approved.

Assessment Administrator

Mr. Flint stated this was covered in GMS's management contract, no motion was needed since it was already approved.

Trustee
Mr. Flint stated they have an agreement from US Bank to serve as the Trustee. This was in line with what is seen in other districts.

On MOTION by Mr. Iorio, seconded by Mr. Clemens, with all in favor, the Proposal from US Bank to Serve as the Trustee, was approved.

Approval of Bond Financing Team Funding Agreement
Mr. Flint stated some of the professionals may submit invoices as they go through the financing process, this would obligate Lennar to fund the costs in the event they don't issue bonds.

On MOTION by Mr. Iorio, seconded by Mr. Clemens, with all in favor, the Bond Financing Team Funding Agreement with Lennar Homes, was approved.

SEVENTH ORDER OF BUSINESS
Staff Reports
Attorney

Other Business

Ms. Mackie stated she had nothing further to report. The Board had no questions for Ms.
Mackie.

Manager
There being none, the next item following.

Supervisors Requests
Mr. Flint noted that they received a draft of the Engineer's Report the day before, and staff is in the process of reviewing that. At a future meeting, one of the first things in the financing process would be adopting a bond resolution, which authorizes District Counsel and Bond Counsel to file for bond validation. That's the longest lead time process, so you want to try and get that going as early as possible. Mr. Flint noted that they would use the Engineer's Report to prepare an Assessment Methodology to start the assessment process. He expected that on the March agenda they would have both of these items.

Approval of Funding Request No. 1
Mr. Flint asked for approval of Funding Request #1. It's in the agenda package and provides the District funds to open their operating account.

On MOTION by Mr. Iorio, seconded by Mr. Clemens, with all in favor. the Funding Request No. 1, was approved.

EIGHTH  ORDER OF BUSINESS	Adjournment

Mr. Flint asked for a motion to adjourn the meeting.

On MOTION by Mr. Beasley, seconded by Mr. Clemens, with all in favor, the meeting was adjourned at 10:44a.m.

Secretary/Assistant Secretary