MINUTES OF MEETING LANDINGS COMMUNITY DEVELOPMENT DISTRICT Theregularmeeting ofthe Board ofSupervisorsofthe Landings Community Development District was held Thursday, March 22, 2024 at 11:30 a.m. at the Hilton Garden Inn Palm Coast, 55 Town Center Boulevard, Palm Coast, Florida. Present and constituting a quorum were: Jeffrey Douglas Chairman Bill Fife by phone Vice Chairman Greg Eckley Assistant Secretary Toby Tobin Assistant Secretary Also present were: George Flint District Manager Jeremy LeBrun GMS Vincent Sullivan District Counsel Daniel Welch by phone District Engineer Sara Zare by phone Underwriter Kendall Bulleit by phone MBS Capital Markets Ken Artin Bond Counsel FIRST ORDER OF BUSINESS Roll Call Mr. Flint called the meeting to order and called the roll. Three Board members were present constituting a quorum. Mr. Fife participate by phone. SECOND ORDER OF BUSINESS Public Comment Period There were no members ofthe public present. THIRD ORDER OF BUSINESS Approval of Minutes of the February 16, 2024 Board of Supervisors Meeting Mr. Flint presented the minutes from the February 16,2024, Board ofSupervisors meeting. He asked for any comments, questions, or corrections. Hearing none. March 22, 2024 Landings CDD On MOTION by Mr. Tobin, seconded by Mr. Eckley, with all in favor, the Minutes of the February 16, 2024, Board of Supervisors Meeting, were approved. FOURTH ORDER OF BUSINESS North Assessment Area Financing Matters A. Consideration of Supplemental Engineer's Report (North Tract) Mr. Flint noted therewere 2 different bond issues. He added the North Assessment Area financing had been covered the Master Assessment process. He noted the Board will consider the delegated Board resolution and approving the form of the ancillary document. He reviewed the Supplemental Engineer's report for North tracts dated February 1,2024. He added there were no change since the public hearing and asked for any changes from the Board. On MOTION by Mr. Eckley, seconded by Mr. Douglas, with all in favor, the Supplemental Engineer's Report (North Tract), was approved. B. Consideration of Preliminary Supplemental Assessment Methodology for the North Tract Mr. Flint reviewed the Preliminary Supplemental Assessment Methodology and stated the document was used as a part of the offering memorandum when marketing bonds. He noted Table 1 stated there were 395 units with the plan for one bond issue over this tract. This results in the 405 ERUs . Table 2 reflects the infrastructure costs estimates. Table 3 is the bond sizing with assumptions based on target assessments and the interest rate is at 5.75% with a 30-year amortization, 7 months of capitalized interest, 1 year max annual debt for a reserve, the underwriter's discount at 2%. This sizing results in a par amount of $6,400,000 and a construction fund of $5,400,000. This will be revised once the bonds are priced. Table 4 is the allocation of benefit based on improvement costs. Table 5 is the allocation of benefit based on par debt. Table 6 shows gross amount reflected on the tax bill on the target assessments at $1,000 for a bill of 40 foot, $1,200 for 50 feet, $1,400 for 60-foot lots. Table 7 is the preliminary assessment roll and have not been platted yet. Mr. Sullivan noted the annual assessment amount has been revised. Ms. Zare stated it was noteditat $1,000,$1,200,and$1,400.Therewas discussion ofthechange of$1,000for duplex, $1,250 for the 50 foot, and $1,600 on the 60 foot. Ms. Zare noted this was a change and would needto beupdated.Mr.FlintaskedfortheBoardtoapprovebasedonthetargeted assessmentson Table 6 being revised to reflect the changes. 2 March 22, 2024 Landings CDD On MOTION by Mr. Eckley, seconded by Mr. Douglas, with an in favor, the Preliminary Supplemental Assessment Methodology for the North Tract, was approved subject to changes in Table 6. C. Consideration of Resolution 2024-04 Delegated Award Resolution i, Exhibit A: Form of First Supplemental Trust Indenture ii. Exhibit B: Form of Contract of Purchase iii. Exhibit C: Form of Preliminary Limited Offering Memorandum iv. Exhibit D: Form of Continuing Disclosure Agreement Mr. Flint noted this resolution was the delegated award resolution for the North Tract. Mr. Artin noted this was a 3-step process and noted this authorized an amount not to exceed $8,000,000. He added they will issue enough to cover the amounts. He added the resolution authorizes a Supplemental Trust Indenture that outlines the terms of the bonds. It noted it authorizes a contract for purchase ofthebonds andtheDistrictmustpublishaPreliminaryLimited Offering Memorandum. The Disclosure Agreement is also authorized in this resolution. On MOTION by Mr. Eckley, seconded by Mr. Tobin, with an in favor, Resolution 2024-04 Delegated Award Resolution, was approved. D. Consideration of Resolution 2024-05 Authorizing the District to Enter Into Agreements Related to the Series 2024 North Bond Issuance i, Exhibit A: Form of True-Up Agreement ii. Exhibit B: Form of Completion Agreement iii. Exhibit C: Form of Collateral Assignment and Assumption of Development Rights Relating to the Property iv, Exhibit D: Form of Declaration of Consent to Jurisdiction of Landings Community Development District and Imposition of Special Assessments Mr. Flint noted this approves the ancillary documents in substantial form. Mr. Sullivan reviewed the agreements to be approved in substantial form. The final numbers will be ready when the bonds are marketed. Mr. Flint ask when the Developer sold. It was clarified it was finalized on Tuesday. On MOTION by Mr. Douglas, seconded by Mr. Eckley, with an in favor, Resolution 2024-05 Authorizing the District to Enter into Agreements Related to the Series 2024 North Bond Issuance, was approved. Ms. Zare provided an update on the timeline for financing of the North Tract. She noted with the transfer of ownership they will provide new numbers for next week for a closing on April 3 March 22, 2024 Landings COO 19th at the regular Board meeting. It was asked about the 5.75 coupon. Ms. Zare replied the market varies but is a fair assessment. FIFTH ORDER OF BUSINESS South Assessment Area Financing Matters A. Public Hearing for Levy of Assessments Mr. Flint noted this was the Southwest assessment area and they were one step behind on this area. He noted the public hearing today will create the master lien. He added the Board had previously adopted a resolution that declared their intent to levy and setting the public hearing for today. Mr. Flint asked for a motion to open the public hearing. On MOTION by Mr. Eckley, seconded by Mr. Tobin, with all in favor. the Public Hearing, was opened. Mr. Flint noted for the record there were no public members present at the meeting. i. Consideration of Southwest Tract Capital Improvement Plan Mr. Flint reviewed the Southwest Tract Capital Improvement plan dated February 151 but was revised on March 19,2024. Mr. Welch provided an overview ofthe changes to the report. He noted the changes made on March 19th were to the permits. He added there were 416 units in total, and the total infrastructure costs was at $34,585,906. Mr.Flintstated asfar asthedevelopmentprogram there was atotal of416 units,comprised of 15 60-foot lots. On MOTION by Mr. Douglas, seconded by Mr. Tobin, with all in favor, the Southwest Tract Ca ital 1m rovement Plan, was a roved. ii. Consideration of Master Assessment Methodology for the Southwest Tract Mr. Flint stated the Master Assessment Methodology was prepared from the Master's Report which allocates the benefit of the proposed improvements across the lands within the assessment area. He reviewed each table with Table 1 reflecting the 416 units, with assigned ERU factors. Table 2 reflects the infrastructure costs taken from the Master Report of $34,585,906. Table 3 is the bond sizing at 6.5% interest, 30-year amortization, I year max annual debt, and a par amount of $45,270,000. Table 4 & 5 demonstrate the allocation of benefit based on improvement costs and par debt. Table 6 shows the net and gross annual debt assessments if it was 4 March 22, 2024 Landings CDD funded at 100% of the improvements. Table 7 is the preliminary assessment roll with currently 2 owners. Discussion ensued on Table 3 the 6.5% being a place holder for the Master. Mr. Flint explained the rate is high to cover any unexpected costs and the Supplemental Report that will have an interest rate closer to the market. On MOTION by Mr. Tobin, seconded by Mr. Eckley, with all in favor, the Master Assessment Methodology for the Southwest Tract, was approved. III. Public Comment & Testimony Mr. Flint noted there were no public present to provide comment or testimony. iv. Consideration of Resolution 2024-06 Levying Assessments Mr. Flint noted this resolution will levy the assessments. On MOTION by Mr. Tobin, seconded by Mr. Eckley, with all in favor, Resolution 2024-06 Levvin Assessments, was a roved. Mr. Flint asked for a motion to close the public hearing. On MOTION by Mr. Douglas, seconded by Mr. Tobin, with all in favor, the Public Hearin was closed. B. Supplemental Engineer's Report Southwest Tract Mr. Flint stated a new Supplemental Engineer's Report was added for the Southwest Tract and will only cover 281 units of the area. He explained the total area of 416 units were in the Master and we will only issue the first Phase 1 bonds for the Southwest Tract that will cover the 281. Mr. Flint noted Mr. Welch prepared the Supplemental Report and the 281 units infrastructure cost will be $26,940,187 associated with Phase I Project. Mr. Welch provided overview of the Supplemental Report for the Phase I portion of the Southwest Tract, which was developed on March 19,2024, as version 2. He added there are 281 units of 50 and 60s with an infrastructure total cost was $26,940,187. 5 March 22, 2024 Landings CDD On MOTION by Mr. Douglas, seconded by Mr. Eckley, with all in favor, the Supplemental Engineer's Report for the Southwest TractPhase I, was approved. C. Consideration of Preliminary Supplemental Assessment Methodology Report for the Southwest Tract -Phase 1 Mr. Flint noted the Preliminary Supplemental Assessment Methodology Report for the SouthwestTract-Phase1.Henotedtheonlychangewasthedated oftheEngineer'sreportwhich was updated for March 19,2024. He added Table 1 is the devolvement program for phase 1 is the 281 units, with costs estimates of $26,940, 187. Table 3 reflects the bond sizing of an interest rate of 5.75%, capitalized interest for 6 months versus 2 years, 1 year max annual debt of 2% of the underwriter's discount resulting in $5,180,000 for the construction account. Table 4 and 5 demonstrate the allocation of benefit. Table 6 shows the proposed assessment level for the 50's and 60's with based on net targets of$1500 and $1600. Ms. Zare stated per the contract it was capped at net assessment level of $1500 and $1600 for the single family 50's and 60's. On MOTION by Mr. Eckley, seconded by Mr. Fife, with all in favor, the, Preliminary Supplemental Assessment Methodology Report for the Southwest Tract -Phase 1, was approved with the Revisions to Reflect the ER Date. D. Consideration of Resolution 2024-07 Delegated Award Resolution i, Exhibit A: Form of Second Supplemental Trust Indenture ii. Exhibit B: Form of Contract of Purchase iii. Exhibit C: Form of Preliminary Limited Offering Memorandum iv. Exhibit D: Form of Continuing Disclosure Agreement It was noted this resolution reflects a max amount on the bond issue is $10,000,000. The resolution authorizes the supplemental trust agreement, the bond purchase contract, the preliminary limited offering memorandum, and the continuing disclosure agreement. On MOTION by Mr. Douglas, seconded by Mr. Tobin, with all in favor, Resolution 2024-07 Delegated Award Resolution, was approved. E. Consideration of Resolution 2024-08 Authorizing the District to Enter Into Agreement Related to the Series 2024 Southwest Bond Issuance i, Exhibit A: Form of True-Up Agreement ii, Exhibit B: Form of Completion Agreement 6 March 22, 2024 Landings CDD iii. Exhibit C: Form of Collateral Assignment and Assumption of Development Rights Relating to the Property iv. Exhibit D: Form of Declaration of Consent to Jurisdiction of Landings Community Development District and Imposition of Special Assessments v, Exhibit E: Form of Agreement for the Acquisition of Certain Work Product, Materials, and Infrastructure Mr. Flint stated this resolution approves the ancillary documents in substantial form. Mr. Sullivan reviewed the resolution is subject to minor changes after the bonds are sized and priced. On MOTION by Mr. Eckley, seconded by Mr. Tobin, with all in favor, Resolution 2024-08 Authorizing the District to Enter into Agreements Related to the Series 2024 Southwest Bond Issuance, was approved. Ms. Zare stated for the timeline on this they were awaiting pennits before posting pricing the bonds. SIXTH ORDER OF BUSINESS Consideration of Resolution 2024-09 Approving the Proposed Fiscal Year 2025 Budget and Setting a Public Hearing Mr. Flint noted this resolution will approve the fiscal year 2025 proposed budget which starts on October 1, 2024. He added the actual approval will be at the public hearing to be held on July 19, 2024, at 9:30 in the same location. This will contemplate the continued operation under the developer funding agreement. On MOTION by Mr. Douglas, seconded by Mr. Eckley, with all in favor, Resolution 2024-09 Approving the Proposed Fiscal Year 2025 Budget, and Setting a Public Hearing for July 19,2024, at 9:30 a.m. in the same location, was approved. SEVENTH ORDER OF BUSINESS StaffReports A. Attorney Mr. Sullivan noted there were no further updates. B. Engineer Mr. Welch noted there was nothing further to report at this time. C. District Manager's Report i, Balance Sheet and Income Statement 7 March 22, 2024 Landings COO Mr. Flint presented the unaudited financials through the end of February 2024. No action is required. He noted if the Board had any questions , they could discuss them. Hearing none. ii. Ratification of Funding Request #16 Mr. Flint presented Funding Request #16to the Board. This was provided to the Developer under the current funding agreement. On MOTION by Mr. Tobin, seconded by Mr. Eckley, with all in favor, Fundin J Ret uests #16, was ratified. iii. CnD Ethics Training Requirements Mr. Flint presented the handout on the 4 hour ethics training that is now required annually for all Board members starting with calendar year 2024. He added the form does not need completion until July 2025, but the training must be completed in 2024. He added the form is now filed electronically and will be sent by email. Board member asked ifthis requirement was unique to CDD Boards. Mr. Flint replied no, and this requirement included Sunshine Law, public records laws, and gift laws. EIGHTH ORDER OF BUSINESS Other Business There being no other business, the next item followed . NINTH ORDER OF BUSINESS Supervisors Requests and Audience Comments There being no comments, the next item followed. TENTH ORDER OF BUSINESS Adjournment Mr. Flint asked for a motion to adjourn the meeting. ChairmanlVice Chairman 8