MINUTES OF MEETING LAKE EMMA COMMUNITY DEVELOPMENT DISTRICT The regular meeting of the Board of Supervisors of the Lake Emma Community Development District was held Wednesday, July 26, 2023 at 10:00 a.m. at the Cooper Memorial Library, 2525 Oakley Seaver Drive, Clermont, Florida. Present and constituting a quorum: Tony Iorio Vice Chairman Doug Beasley' Assistant Secretary Brent Kewley Assistant Secretary Also present were: George Flint District Manager, GMS Tucker Mackie District Counsel, Kutak Rock FIRST ORDER OF BUSINESS Roll Call Mr. Flint called the meeting to order. Three members of the Board were present constituting a quorum. SECOND ORDER OF BUSINESS Public Comment Period There were no members of the public present to provide comment. THIRD ORDER OF BUSINESS Approval of Minutes of tbe June 28, 2023 Board of Supervisors Meeting Mr. Flint presented the minutes of the June 28, 2023 Board of Supervisors meeting and asked for comments, corrections, or changes. July 26, 2023 Lake Emma CDD On MOTION by Mr. Iorio, seconded by Mr. Kewley, with all in favor, the Minutes of the June 28, 2023 Board of Supervisors Meeting, were approved. FOURTH ORDER OF BUSINESS Consideration of Financing Related Items A. Presentation of Final Supplemental Assessment Methodology Report for the Series 2023 Bonds Mr. Flint stated the Board adopted a delegation resolution and went through the process the underwriter priced and the Vice Chair signed the Bond Purchase Agreement so we have a closing scheduled for the 28th• He noted previously the Supplemental Methodology was prepared before pricing for inclusion in the offering document and once the bonds were priced, we revised this report to reflect the final terms of the bond issue. He noted .Table 1 on page 23 of the PDF shows the development program which has not changed with 398 units or 388.8 ERU. Table 2 is the infrastructure costs that were taken from the Engineer 's Report of $1,179,896. Table 3 is the bond sizing that reflects the actual terms and the average coupon 5.41% so 30-year amortization period capitalizes interest through November I, 2023. Underwriters discount of 2% and debt service reserve. Table 4 is the allocation of benefit based on the improvement costs and Table 5 is the allocation of benefit based on the par debt. Table 6 reflects the net and gross annual debt assessmentsforthethreeproducttypes,the40's,50's,and60's.Thefar-rightcolumn istheamount that would actually be reflected on the tax bill. Table 7 is the assessment roll that reflects any platted lots listed individually or any undeveloped property. He noted there is ]87 acres of unplatted property. Mr. Flint offered to answer any questions on the methodology report. B. Consideration of Resolution 2023-10 Supplemental Assessment Resolution i, Supplemental Notice ofImposition of Series 2023 Assessments Ms. Mackie stated this resolution supplements the master resolution that the Board adopted and approved back in October 2022 and essentially provides for the final terms of the bonds that Mr. Flint just walked through . It makes certain findings, approves that report, allocates the series 2023 assessments over the benefitting property, provides for the provision of an improvement lean book and directs District staffto record within the public records a supplemental assessment notice over the benefitting property. She noted also included in the agenda package is that form of notice that we will be recording as of the date of closing. Ms. Mackie asked for any questions. 2 July 26, 2023 Lake Emma CDD On MOTION by Mr. Iorio, seconded by Mr. Kewley with all in favor, Resolution 2023-10 Supplemental Assessment Resolution, was approved. C. Bond Agreements i, Completion Agreement (Assessment Area Two Project) by and between the District and Hanover Laviance, LLC Ms. Mackie stated the general construction proceeds that are going to result from this issuance are about $5.4 million which is less than the total project cost necessary to complete the public improvements within the AA2 assessment area. The completion agreement is an agreement between the District and the developer that obligates Hanover to complete the improvement plan to the extent that the funds aren't available to.do so. ii. True-Up Agreement (Series 2023 Assessments) by and between the District and Hanover Laviance, LLC Ms. Mackie stated the True-Up agreement to the extent that there are unplatted lands that continue to secure the property to the extent that the number of ERU's identified in the methodology aren't ultimately developed to support that assessment and the remaining unplatted lands wouldn't be enough to develop to that extent, the developer would then be responsible for a True-Up payment in order for the District to meet its debt service obligations. iii. Collateral Assignment and Assumption of Development and Contract Rights (Series 2023 Bonds) by and between the District and Hanover Laviance, LLC Ms. Mackie stated given the status ofthe development in that there are still remaining lands to be developed that are securing the bonds in the event if there were ever a default, this agreement is in place that would assign the District the development rights were it to take advantage of the remedial rights under the Indenture to foreclosure on the property such that the District or a subsequent developer could complete the project. These are typical documents required in order to close on the bonds and they have been reviewed by Hannover and signed off on and we will record them as of the date of closing. She asked for any questions. On MOTION by Mr. Iorio, seconded by Mr. Kewley with all in favor, the Bond Agreements (Items C.i. through C.iii.), were approved. 3 July 26, 2023 Lake Emma CDD FIFTH ORDER OF BUSINESS Public Hearing Regarding Fiscal Year 2024 Budget Mr. Flint asked for a motion to open the public hearing. For the record , there are no members of the public here to provide comment or testimony. On MOTION by Mr. Iorio, seconded by Mr. Kewley, with all in favor, Opening the Public Hearing, was approved. A. Consideration of Resolution 2023-11 Adopting the Fiscal Year 2024 Budget and Relating to the Annual Appropriations Mr. Flint stated the Board previously approved a proposed budget and set the public hearing for today. Resolution 2023-11 in your agenda adopts the FY24 budget which is attached in an exhibit to that resolution . The budget has not changed since you saw it when you approved the proposed budget with the exception of updating the actuals through the end of June for the current year. He asked for any questions on the budget. On MOTION by Mr. Iorio, seconded by Mr. Kewley, with all in favor, Resolution 2023-11 Adopting the Fiscal Year 2024 Budget and Relating to the Annual Appropriations, was approved. B. Consideration of Resolution 2023-12 Imposing Special Assessments and Certifying an Assessment Roll Mr. Flint stated this resolution imposes the assessments related to the budget that you just approved. The budget you just approved is attached as well as the assessment roll reflecting all of the lands within the District that are to be assessed. On MOTION by Mr. Beasley, seconded by Mr. Kewley, with all in favor, Resolution 2023-12 Imposing Special Assessments and Certifying an Assessment Roll , was approved. Mr. Flint asked for a motion to close the public hearing. On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Closing the Public Hearing, was approved. 4 July 26, 2023 Lake Emma CDD SIXTH ORDER OF BUSINESS Staff Reports A. Attorney Ms. Mackie stated there is one item in connection of the closing. The District did receive documents that would allow the District to requisition funds from the Series 2023 bonds as of the date of closing. She noted that requisition is approximately about $6.3 million and represented the District's acquisition of certain Phase 2 on site and off-site improvements consisting of the stormwater system, roadways and a portion of the utilities. This will allow us to completely draw down on the funds that will be available as of the date of closing. Mr. Flint this is requisition #1 for $6,338,350.66 and has been reviewed and signed by the Engineer and certified by the Engineer and signed by the Vice Chair Mr. Iorio and all the necessary backup is attached to it. For the record, there are no members of the public present to provide comment on this item. On MOTION by Mr. Beasley, seconded by Mr. Kewley, with all in favor, Requisition #1 for $6,338,350.66, was approved. B. Engineer Mr. Flint stated there will be no Engineer's Report. C. District Manager's Report i, Approval of Check Register Mr. Flint presented the check register for the general fund including checks 159-162 for $8,433.70. He asked for any questions. On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, the Check Register, was approved. ii, Balance Sheet and Income Statement Mr. Flint presented the unaudited financials through June 30th . He asked for any questions? There is no action required. Ill. Review of Fiscal Year 2024 Meeting Schedule Mr. Flint stated there have been some changes with the current meeting location and they have implemented a fee structure so we would like to defer this item to give us an opportunity to evaluate the options for meeting locations. 5 July 26,2023 Lake Emma COO SEVENTH ORDER OF BUSINESS Other Business There being no comments, the next item followed. EIGHTH ORDER OF BUSINESS Supervisor's Business There being no comments, the next item followed. NINTH ORDER OF BUSINESS Adjournment The meeting was adjourned. On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, the meeting was adjourned. 6