MINUTES OF MEETING DEWEY ROBBINS
COMMUNITY DEVELOPMENT DISTRICT

The Organizational meeting of the Board of Supervisors of the Dewey Robbins Community Development District was held Wednesday, March 20, 2024, at 9:00 a.m. at the Cooper Memorial Library, 2525 Oakley Seaver Drive, Clermont, Florida.

Present and constituting a quorum:
Tony Iorio	Chairman
Doug Beasley	Vice Chairman
Rocky Owen	Assistant Secretary
Tom Franklin	Assistant Secretary Also present were:
George Flint	District Manager, GMS
Sarah Sandy	District Counsel, Kutak Rock
Scott Land	GAI Engineering
Sara Zare	MBS Capital
Cynthia Wilhelm	Nabors, Giblin & Nickerson, P.A.

FIRST ORDER OF BUSINESS	Introduction
Call to Order
Mr. Iorio called the meeting to order and called the roll. Four Board members were present constituting a quorum.

Public Comment Period
Mr. Iorio opened the public comment period. Hearing no public comments, the public comment period was closed.

Oath of Office
Mr. Flint stated the initial five members of the Board are named in the creating ordinance and those include Mr. Jason Lonas, Mr. Anthony Iorio, Mr. Doug Beasley, Mr. Rocky Owen, and Mr. Tom Franklin. Four of those initial Board members are present at the meeting today. Mr. Flint administered the oath to the four Board members present, Mr. Tony Iorio, Mr. Doug Beasley, Mr. Rocky Owen, and Mr. Tom Franklin.

SECOND ORDER OF BUSNESS	Organizational Matters
Confirmation of Notice of Meeting
Information	on	Community	Development	Districts	and	Public	Official Responsibilities and Florida Statutes Chapter 190
Election of Officers
Consideration of Resolution 2024-01 Appointing Officers
Mr. Flint stated that they need to elect a Chair, Vice Chair and Assistant Secretaries. He noted that they ask the Board to name him, George Flint, as Secretary, Jill Burns in their office as Treasurer, and Katie Costa and Darrin Mossing as Assistant Treasurers. The Board agreed for Mr. Iorio to be Chairman, Mr. Beasley to be Vice Chairman and the other three Supervisors to be Assistant Secretaries.

On MOTION by Mr. Iorio, seconded by Mr. Franklin, with all in favor, Resolution 2024-01 Appointing George Flint as Secretary, Jill Burns as Treasurer, Katie Costa and Darrin Mossing as Assistant Treasurers, Mr. Iorio as Chairman, Mr. Beasley as Vice Chairman and Mr. Owen, Mr. Franklin, and Mr. Lonas as Assistant Secretaries, was approved.

THIRD ORDER OF BUSINESS	Retention of District Staff
Consideration of Contract for District Management Services
Consideration of Resolution 2024-02 Appointing District Manager, Financial Disclosure Coordinator, Assessment Consultant, and Designated Investment Representative
Mr. Flint stated this resolution would appoint GMS as the District Manager for Dewey Robbins CDD. He noted that their standard form of agreement is included as well and is consistent with all their other Districts they have done in the past year. He was happy to answer any questions on any of the fees that are listed on Exhibit A.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Resolution 2024-02 Appointing GMS as District Manager, was approved.

Consideration of Contract for District Counsel Services
Consideration of Resolution 2024-03 Appointing District Counsel
Mr. Flint stated this resolution would appoint Kutak Rock, LLP as their District Counsel. Ms. Sarah Sandy was happy to answer any questions. Their agreement is included in the agenda packet for review.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-03 Appointing Kutak Rock, LLP as District Counsel, was approved.

Consideration of Agreement for Interim District Engineer
Consideration of Resolution 2024-04 Appointing Interim District Engineer
Mr. Flint stated this resolution would name GAI Consultants, Inc. as their Interim District Engineer.

On MOTION by Mr. Iorio, seconded by Mr. Beasley, with all in favor, Resolution 2024-04 Appointing GAI Consultants, Inc. as Interim District Engineer, was approved.

Request Authorization to Issue RFQ for Engineering Services
Mr. Flint stated engineering services is one of the professionals that has to go through the RFQ process where they will place an ad to solicit qualification statements. Then, they will come back to the Board for review and rankings. The ad that will be placed pending authorization from the Board is included in the agenda packet for review.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Authorization to Issue RFQ for Engineering Services, was approved.

Consideration of Resolution 2024-05 Selection of Registered Agent and Office
Mr. Flint stated this resolution names Sarah Sandy as the Registered Agent and her office in Tallahassee as the Registered Office.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-05 Selection of Registered Agent and Office, was approved.

FOURTH ORDER OF BUSINESS	Designation  of  Meetings  and  Hearing
Dates
Consideration of Resolution 2024-06 Designation of Regular Monthly Meeting Date, Time, and Location for the Remainder of Fiscal Year 2024
Mr. Flint noted that Exhibit A includes the regular meeting dates for Fiscal Year 2024 and the time will be at 9:30 a.m. unless otherwise indicated. The Board agreed with the dates, time and location as presented in Exhibit A.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-06 Designation of Regular Monthly Meeting Date, Time, and Location for the Fiscal Year 2024 as Presented in Exhibit A, was approved.

Consideration of Resolution 2024-07 Designation of Landowner’s Meeting Date, Time, and Location
Mr. Flint stated they need to hold a Landowners’ Election within 90 days of establishment.
The proposed meeting date is May 22, 2024 at 9:30 a.m. in their current location.

On MOTION by Mr. Iorio, seconded by Mr. Owen, with all in favor, Resolution 2024-07 Designation of Landowner’s Meeting for May 22, 2024 at 9:30 a.m. at same location, was approved.

Designation of Date of Public Hearing to Adopt Rules of Procedure in accordance with Section 120.54, Florida Statutes
Consideration of Resolution 2024-08 Setting a Public Hearing to Consider the Proposed Rules of the District
Mr. Flint stated Resolution 2024-08 was included in their agenda packet for review. He suggested May 22, 2024 at 9:30 a.m. in their current location.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-08 Setting the Public Hearing for May 22, 2024 at 9:30 a.m. in their current location, was approved.

Designation of Date of Public Hearing on the Budget for Fiscal Year 2024
Consideration of Resolution 2024-09 Setting the Public Hearing and Approving the Proposed Budget for Fiscal Year 2024 and Fiscal Year 2025
Mr. Flint presented Resolution 2024-09, which is included in the agenda packet for review. He noted that they need at least 60 days to send this to the city and the county, so the proposed date is May 22, 2024 at 9:30 a.m. in their current location. He was happy to answer any questions.

On MOTION by Mr. Iorio, seconded by Mr. Owen, with all in favor, Resolution 2024-09 Setting the Public Hearing for May 22, 2024 at 9:30 a.m. at the same location and the Proposed Budget for Fiscal Year 2024 and Fiscal Year 2025, was approved.

Approval of the Fiscal Year 2024 Budget Funding Agreement
Mr. Flint stated this was the same form of agreement that the Board has saw in the past.
The proposed budget the Board just approved will be attached.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, the Fiscal Year 2024 Budget Funding Agreement, was approved.

Consideration of Resolution 2024-10 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 was the hearing they would go through so they can collect their
assessments on roll when they are ready to do that. The suggested date is May 22, 2024 at 9:30
a.m. at their current location.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-10 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 for May 22, 2024 at 9:30 a.m. in the same location, was approved.

FIFTH ORDER OF BUSINESS	Other Organizational Matters
Consideration of Resolution 2024-11 Designating a Qualified Public Depository

Mr. Flint stated this resolution was the account they would establish for O&M funds. The suggestion was Truist, which is where they have all the accounts for all the other Districts. He was happy to answer questions.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-11 Designating Truist as Qualified Public Depository, was approved.

Consideration of Resolution 2024-12 Authorization of Bank Account Signatories
Mr. Flint stated this resolution authorizes the Secretary, Treasurer and Assistant Treasurer to be signers on the account. He was happy to answer any questions.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-12 Authorization of Bank Account Signatories, was approved.

Consideration of Resolution 2024-13 Relating to Defense of Board Members
Ms. Sandy explained in detail Resolution 2024-13 to the Board. It was noted that this resolution provides the District’s intent to provide indemnification and legal defense for the Board and District Officers in the event that they are named in a lawsuit in relation to their duty to the District.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-13 Relating to Defense of Board Members, was approved.

Consideration of Resolution 2024-14 Approving or Ratifying District Counsel’s Actions in Recording the Property Records of Lake County, Florida the “Notice of Establishment” in accordance with Chapter 190.0485, Florida Statutes
Notice of Establishment
Mr. Flint presented Resolution 2024-14 to the Board. He noted that in this case it would be authorizing District Counsel to record the notice of establishment.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-14 Approving or Ratifying District Counsel’s Actions in Recording the Property Records of Lake County, Florida the Notice of Establishment in accordance with Chapter 190.0485, Florida Statutes, was approved.

Consideration of Resolution 2024-15 Adopting Investment Guidelines
Mr. Flint stated Florida Statutes outlines options that are available through the District to invest funds that they have that are in excess of the amounts that they need for general operating procedures. The options available were listed in the agenda packet for review. It was recommended that the District adopt the Alternative Investment Guidelines under the statutes.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-15 Adopting Investment Guidelines, was approved.

Consideration of Resolution 2024-16 Authorizing Execution of Public Depositor Report
Mr. Flint stated this resolution authorizes the District Manager or the Treasurer to sign and submit that report to the state.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-16 Authorizing Execution of Public Depositor Report, was approved.

Consideration of Resolution 2024-17 Designating a Policy for Public Comment
Mr. Flint stated this resolution outlines policies and procedures that allow members of the public who may attend their meetings to comment on any items that may be coming before the Board.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-17 Designating a Policy for Public Comment, was approved.

Consideration of Resolution 2024-18 Adopting a Travel and Reimbursement Policy
Mr. Flint stated Florida Statutes establishes standard travel and reimbursement rates for their Public Officers or employees who are traveling on behalf of a public agency. That policy is attached to the resolution for review.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-18 Adopting a Travel and Reimbursement Policy, was approved.

Consideration of Resolution 2024-19 Adopting Prompt Payment Policy
Mr. Flint stated Florida Statutes requires timely payment to vendors and contractors who are providing certain events or services to the District. This policy is consistent with Florida Statutes.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-19 Adopting Prompt Payment Policy, was approved.

Consideration of Resolution 2024-20 Adopting a Records Retention Policy
Mr. Flint stated there are two options and resolutions provided along with a memo from Ms. Sandy’s firm outlining those two options. Their staff recommendation is to go with option two and they can always modify their policy in the future to allow for destruction of records.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor Resolution 2024-20 Adopting a Records Retention Policy Option Two, was approved.

Consideration of Compensation to Board Members
Mr. Flint stated Board members are allowed to receive compensation for up to $200 per meeting. Mr. Owen and Mr. Franklin are accepting compensation. Mr. Iorio and Mr. Beasley declined compensation.

Consideration of Resolution 2024-21 Designating the Primary Administrative Office and Principal Headquarters of the District
Mr. Flint stated this would name the primary administrative office as Mr. Flint’s office in Orlando at 219 East Livingston Street, Orlando, Florida 32801. It also names the Principal Headquarters as Lake County.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-21 Designating the Primary Administrative Office and Principal Headquarters of the District, was approved.

Consideration of Resolution 2024-22 Selecting District Records Office Within Lake County
Mr. Flint presented Resolution 2024-22 to the Board. The District records office will be 1700 Cavallo Drive Montverde, Florida 34756.

On MOTION by Mr. Iorio, seconded by Mr. Owen, with all in favor, Resolution 2024-22 Selecting District Records Office Within Lake County, was approved.

Consideration of Website Services Agreement
Mr. Flint stated this was from ReAlign Web Design. It’s a one-time fee of $1,750 and they will create an ADA compliant website for the District.

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

Consideration of Resolution 2024-23 Authorizing Chairperson or Vice-Chairperson to Execute Plats, Permits and Conveyances
Ms. Sandy stated that they provide this resolution to authorize the Chairman or Vice Chairman to execute certain real estate documents in between Board meetings including plats, permits and conveyance. This allows them to continue to facilitate the development that is occurring within the District in between Board meetings. She was happy to answer any questions.

On MOTION by Mr. Iorio, seconded by Mr. Owen, with all in favor, Resolution 2024-23 Authorizing Chairperson or Vice-Chairperson to Execute Plats, Permits and Conveyances, was approved.

Consideration of Resolution 2024-24 Use of Electronic Signatures
Mr. Flint stated this resolution allows them to use electronic signatures.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-24 Use of Electronic Signatures, was approved.

SIXTH ORDER OF BUSINESS	Capital Improvements
Appointment of Financing Team
Bond Counsel
Mr. Flint stated Cynthia Wilhelm with Nabors, Giblin & Nickerson, P.A. (“NGN”) is on the phone. She provided an engagement letter in the agenda packet for review.

On MOTION by Mr. Iorio, seconded by Mr. Owen, with all in favor, Appointing Nabors, Giblin & Nickerson, P.A. as Bond Counsel, was approved.

Underwriter
Mr. Flint stated they had a proposal and discloser from MBS Capital Markets, LLC. Ms.
Sara Zare was available to answer any questions.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Appointing MBS Capital Markets, LLC as the Underwriter, was approved.

Assessment Administrator
Mr. Flint stated the fees are included in the contract the Board already approved in the GMS contract, which was approved earlier in this meeting.

Trustee
Mr. Flint presented a proposal from US Bank, which is included in the agenda package for review. He stated that they are required to designate a trustee as part of the bond validation process.

On MOTION by Mr. Iorio, seconded by Mr. Franklin, with all in favor, Appointing the Trustee, was approved.

Approval of Financing Team Funding Agreement
Mr. Flint stated this was with TLC Hodges Reserve, LLC.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, the Financing Team Funding Agreement, was approved.

SEVENTH ORDER OF BUSINESS	Financing Matters
Consideration of Master Engineer’s Report
Ms. Sandy stated they would start the financing process for the District including reviewing the Engineer’s report, the assessment methodology report and approving certain resolutions in order to kick off the assessment process and set a hearing. The first item is the Master Engineer’s report, which was prepared by GAI Consultants, Inc. She noted that the improvements were included in the Engineer’s report as well as the estimated costs. She turned the presentation over to Mr. Scott Land from GAI Engineering. Mr. Land presented the Master Engineer’s report to the Board. He stated that the report was for the two developments, Lakewood Reserve and Hodges Reserve for a total of 281 acres. They have a total lot count of 815. He was happy to answer any questions. Ms. Sandy stated the total opinion of probable construction costs for the CIP identified in the Engineer’s report is $52,950,299, which includes Master Utilities System (Onsite & Offsite), Master Stormwater Management System, Electrical Service Systems (Underground), Gas, On-Site Roadway Improvements, Off-Site Roadway Improvements, Landscaping, Hardscaping & Irrigation, Professional Consulting Fees, and Contingency (15%). Ms. Sandy asked Mr. Land if the cost estimates provided in the report reasonable for a project of this size and scope. Mr. Land responded that it was, yes. Ms. Sandy asked Mr. Land if there was any reason to believe that the District could not carry out the project at this time. Mr. Land responded that there was not.

Consideration of Master Assessment Methodology
Mr. Flint reviewed the Master Assessment Methodology starting on page 9 of the report. Table 1 is the development program, which shows that it is contemplated that 40’, 50’ and 60’

single family product types will be constructed. Again, there is 815 total units. They have assigned ERU factors to each one of those product types resulting in 791.40 ERUs. Table 2 is the infrastructure cost estimates that is taken from the Engineer’s report totaling $52,950,299. Table 3 is a preliminary bond sizing for purposes of imposing a master lien. They have used some very conservative parameters. He stated the construction cost was approximately $53,000,000 and they have included a debt service reserve equivalent to one-year max annual debt. They capitalized interest for 24 months. He noted there was an underwriter’s discount of 2%. He also noted a cost of issuance estimate contemplating more than one bond issue and then a contingency to round the par amount to $69,500,000. Table 4 shows the allocation of benefit based on improvement cost. Table 5 is the allocation of benefit based on the par debt. Table 6 shows if they were to fund 100% of the identified eligible improvements at the very conservative parameters they use for the sizing what the annual assessments would be by product type. He explained that this was for purposes of the master lien to get the District maximum flexibility. Once the bonds are priced, they will issue a supplemental methodology that will bring those per unit amounts down to what the target amounts are. Table 7 is an initial preliminary assessment roll showing the four parcels that are within the District and what the par amounts and annual assessments would be. The legal description of the boundaries of the District is attached because this lien is going to be over the entire District. He was happy to answer any questions. Ms. Sandy asked Mr. Flint if the assessments were reasonably and fairly allocated to the land that are specially benefiting from them. Mr. Flint responded yes. Ms. Sandy asked Mr. Flint if the lands that are to be assessed receive special benefits that are equal to or in excess of the special assessments. Mr. Flint responded yes. Ms. Sandy noted that those reports are attached to the next resolution that she will walk the Board through. She added that there may be some minor updates that are needed on the Engineer’s report, but nothing that affects that being approved.

Consideration of Resolution 2024-25 Declaring Special Assessments
Ms. Sandy presented Resolution 2024-25 to the Board. She stated this was a resolution that starts the assessment process pursuant to Chapter 190, Chapter 170 and Chapter 197. She explained that the District will levy a master assessment against all the lands in the District. The levy assessments will be done pursuant to the Master Improvement Plans estimated costs as well as the assessment methodology. She referred to Section 4, which provides the total estimated cost of the

improvements based on the Engineer’s report, which is $52,950,299. She added that Section 5 lays out the level of assessments that they are proposing to levy, which according to the Master Assessment Methodology is $69,500,000. She added that this includes the estimated cost, financing-related costs, capitalized interest, a debt service reserve, and contingency, but it does not include the interest paid on the bonds. She was happy to answer any questions regarding this resolution.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-25 Declaring Special Assessments, was approved.

Consideration of Resolution 2024-26 Setting a Public Hearing for Special Assessments
Ms. Sandy stated this resolution provides setting a public hearing for special assessments that the Board just approved. Mr. Flint stated they were looking at May 22, 2024 at 9:30 a.m. for the public hearing. Ms. Sandy explained that this resolution also provides for the District to go forward with providing the statutorily required notice, which is both a published notice and an announcement to the landowner.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-26 Setting a Public Hearing for Special Assessments, was approved.

Consideration of Resolution 2024-27 Authorizing the Issuance of Bonds and Authorizing the Commencement of Validation Proceedings
Mr. Flint stated this resolution authorizes the issuance of bonds and the commencement of the validation proceedings. Ms. Cynthia Wilhelm with Nabors, Giblin & Nickerson, P.A. presented Resolution 2024-27 to the Board. She noted that this resolution approves the form of the Master Trust Indenture, which is required under Chapter 190. It also points U.S. Bank Trust Company, National Association as Trustee. They set forth the maximum par amount of bonds to be validated, which is again the $69,500,000. They also approve the Capital Improvement Program, which was set forth in the Master Engineer’s report. They also authorize the District Counsel to file a complaint for validation in the Circuit Court in and for Lake County, Florida. She was happy to answer any questions.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Resolution 2024-27 Authorizing the Issuance of Bonds and Authorizing the Commencement of Validation Proceedings, was approved.

EIGHTH ORDER OF BUSINESS	Other Business
Staff Reports
Attorney
Ms. Sandy had nothing further to report to the Board at this time. She was happy to answer any questions.

Manager
Mr. Flint had nothing to report to the Board.

Supervisor’s Requests
Mr. Iorio noted his appreciation of everyone’s efforts to put their Organizational Meeting together and getting them to this point. He thanked everyone and noted that he looks forward to continuing a successful path of their District.

Approval of Funding Request No. 1
Mr. Flint stated this was the initial amount to open the District’s bank account and also fund all of those public hearing notices and everything that they have as well as procure insurance for the District.

On MOTION by Mr. Franklin, seconded by Mr. Owen, with all in favor, Funding Request No. 1, was approved.

NINTH ORDER OF BUSINESS	Adjournment
Mr. Flint asked the Board for adjournment.

On MOTION by Mr. Iorio, seconded by Mr. Owen, with all in favor, the meeting was adjourned.

	

Secretary/Assistant Secretary	Chairman/Vice Chairman