Landings Community Development District Board of Supervisors Meeting Agenda — June 24, 2025 Source: https://landingscdd.com/wp-content/uploads/2025/06/LAN_062425_agenda-1.pdf Retrieved via web_fetch (Investigations subsystem) 2026-08-03 — the raw PDF could not be downloaded directly to the VPS/sandbox; landingscdd.com returns HTTP 403 even with a spoofed browser User-Agent, an IP-reputation-style block distinct from the header-only blocks defeated elsewhere in this project (Florida Commerce, Landmark Web). This file is a verbatim text capture of the document's content as successfully retrieved by Claude's web_fetch tool, not an OCR of the PDF itself. If the raw PDF is needed later, it will need to be pulled from the VPS directly (which is NOT geo/IP-blocked the way this sandbox is) via: curl -s -H "User-Agent: Mozilla/5.0 ..." -o [filename] "https://landingscdd.com/wp-content/uploads/2025/06/LAN_062425_agenda-1.pdf" This is the meeting at which the Board finalized the Series 2025 Bonds (Southwest Tract - Phase 1) two days before closing, and approved the True-Up Agreement, Completion Agreement, Collateral Assignment Agreement, Declaration of Consent, and Acquisition Agreement between the District and KL Seminole Trace LLC. ================================================================ KEY FIGURES (for quick reference — full text follows below) ================================================================ BOND SIZING (Table 3, Supplemental Assessment Methodology, dated June 18, 2025): Construction Funds ............... $5,178,067 Original Issue Discount .......... $34,930 Debt Service Reserve ............. $432,600 Capitalized Interest ............. $120,826 Underwriters Discount ............ $121,700 Cost of Issuance ................. $196,878 PAR AMOUNT ........................ $6,085,000 Average Coupon: 5.87% | Amortization: 30 years | Underwriters Discount: 2% >>> The "Construction Funds" line here ($5,178,067) is a near-exact match for the >>> $5,211,277.01 actually wired to KL Seminole Trace LLC from the Acquisition and >>> Construction Account per the bank statements (see the supplementary_findings entry >>> "landings-cdd-series-2025-bond-disbursements-2026-08" in investigation.json) — this is >>> the developer-reimbursement mechanism working as designed, not an unexplained payment. TOTAL SOUTHWEST TRACT PHASE 1 INFRASTRUCTURE COST ESTIMATE: $26,940,187 (the $6,085,000 bond funds only a portion; the balance is Developer Contributions and/or future bond issues, per Section 1.5 of the Assessment Methodology) DISTRICT SIZE: 560.86 +/- acres total, divided into: North Tract: 204.68 acres (financed separately — Series 2024 Bonds, $7,020,000) Southwest Tract: 192.23 acres (only 105.30 of which is "Phase 1", this bond) Future Southeast Tract: 163.95 acres (not yet financed) TOTAL DISTRICT BOND AUTHORIZATION (Initial Resolution No. 2022-13, Sept 16, 2022): up to $37,365,000 aggregate principal, in one or more series — the $6,085,000 Southwest Tract Phase 1 Series 2025 Bonds are just one piece of this much larger authorized capacity. TRUSTEE: U.S. Bank National Association (succeeded SunTrust Bank) under a Master Trust Indenture between the District and the Trustee. DEVELOPER: KL Seminole Trace LLC, 105 NE 1st Street, Delray Beach, FL 33444. Authorized signatory: James Harvey. CRITICAL TIMING FACT: per the May 16, 2025 board minutes (included in this same agenda packet), District Engineer Daniel Welch reported that Southwest Tract construction "has been completed and will go through a closing out process... the southwest tract work is done." This is a full month before the Series 2025 Bonds even closed (June 26, 2025) and five weeks before the large KL Seminole Trace LLC wire payments went out. This strongly supports reading those wires as reimbursement for already-completed work, consistent with the Completion Agreement's own terms (Section 2: the Developer completes the project and is reimbursed via bond proceeds), not payment for work not yet done. BOARD AS OF MAY 16, 2025: Jeff Douglas (Chairman), Toby Tobin (Assistant Secretary), Walker Douglas (Assistant Secretary), Bill Fife (Assistant Secretary/Vice Chairman). Staff: George Flint and Jeremy LeBrun (District Manager), Vincent Sullivan (District Counsel, of Chiumento Law P.L.L.C.), Daniel Welch (District Engineer). Registered voters in the District as of April 15, 2025: 0. NOTICE ADDRESS ON THE TRUE-UP AND COMPLETION AGREEMENTS both list Chiumento Law P.L.L.C., 145 City Place, Suite 301, Palm Coast, FL 32164, Attn: Michael D. Chiumento III, Esq. as the District's copy-to counsel contact, with Vincent L. Sullivan, Esq. as the attorney who actually prepared/notarized the True-Up Agreement instrument. ================================================================ FULL DOCUMENT TEXT AS RETRIEVED (verbatim, via web_fetch) ================================================================ Landings Community Development District Agenda June 24, 2025 AGENDA Landings Community Development District 219 E. Livingston St., Orlando, Florida 32801 Phone: 407-841-5524 – Fax: 407-839-1526 June 17, 2025 Board of Supervisors Landings Community Development District Dear Board Members: A meeting of the Board of Supervisors of the Landings Community Development District will be held on Tuesday, June 24, 2025 at 11:30 AM at the Hilton Garden Inn Palm Coast, 55 Town Center Blvd., Palm Coast, FL 32164. Following is the advance agenda for the meeting: 1. Roll Call 2. Public Comment Period 3. Approval of Minutes of the May 16, 2025 Meeting 4. Financing Matters – Southwest Tract Phase 1 A. Consideration of Second Supplemental Engineer's Report to the Capital Improvement Plan (Southwest Tract Phase 1) B. Presentation of Final Supplemental Assessment Methodology for the Southwest Tract – Phase 1 C. Consideration of Resolution 2025-04 Finalizing the Series 2025 Bonds D. Consideration of Resolution 2025-05 Authorizing the District to Enter Into Agreements Related to the Series 2025 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 v. Exhibit E: Form of Agreement for the Acquisition of Certain Work Product, Materials, and Infrastructure 5. Consideration of Supplemental Acquisition Documents A. Acquisition Certificate for Partial Progress Payment B. Bill of Sale for Partial Progress Payment C. Addendum to Contract 6. Ratification of Series 2024 Requisition #19 7. Staff Reports A. Attorney B. Engineer C. District Manager's Report i. Balance Sheet and Income Statement ii. Ratification of Funding Requests #23A-#23C 8. Other Business 9. Supervisors Requests 10. Adjournment The balance of the agenda will be discussed at the meeting. In the meantime, if you should have any questions, please contact me. Sincerely, Jeremy LeBrun Jeremy LeBrun District Manager MINUTES OF MEETING — MAY 16, 2025 The regular meeting of the Board of Supervisors of the Landings Community Development District was held Friday, May 16, 2025 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: Jeff Douglas Chairman Toby Tobin Assistant Secretary Walker Douglas Assistant Secretary Bill Fife Assistant Secretary Also present were: George Flint District Manager Jeremy LeBrun District Manager Vincent Sullivan District Counsel Daniel Welch by phone joined late District Engineer Mr. LeBrun called the meeting to order and called the roll. Four Board members were in attendance, constituting a quorum. Mr. LeBrun noted that Mr. Tobin and Mr. Fife were sworn in prior to the meeting. Resolution 2025-01 Canvassing and Certifying the Results of the Landowners' Election: Mr. LeBrun stated there was a landowner election held in November, and the results were Mr. Fife received 306 votes, Mr. Eckley received 306 votes, and Mr. Tobin received 304 votes. Bill Fife will serve a 4-year term, Greg Eckley serves a 4-year term and Toby Tobin serves a 2- year term. Resolution 2025-02 Electing Officers: kept as is — Jeff Douglas is Chair, Bill Fife is Vice Chair, Toby Tobin, Walker Douglas, and Greg Eckley are Assistant Secretaries. Ratification of Series 2024 Requisitions #4-#18 — already processed, ratified. Resolution 2025-03 Approving the Proposed Fiscal Year 2026 Budget and Setting a Public Hearing: public hearing set for August 15, 2025 (moved from July 18 due to a quorum problem). Mr. LeBrun noted the assessment table reflects the 40' 104 units at .8 ERU, gross per unit $304.44 and net $286.17; single family 50' is 135 units at 1.0 ERU, gross per unit $380, net $357; single family 60' are 156 units at 1.20 ERU, gross $456.66, net $429.26. Mr. Flint stated they are basically assuming they are only maintaining the north tract during the fiscal year. Fiscal Year 2024 Audit Report: accepted. Auditor is Grau & Associates. "The report contains a letter that reflects that the District has met requirements, and this is a clean audit." Staff Reports: Attorney (Mr. Sullivan): nothing to report. Engineer (Mr. Welch): provided updates to the Board on the construction of phase 1 — "it has been completed and will go through a closing out process. He added the southwest tract work is done, and they are working through the project." Board member asked when the City's acceptance of the utility/lift station would come — Mr. Welch stated it was an administrative request from staff, no updates or modifications needed, "could be 2 to 4 weeks." District Manager's Report: Balance sheet/income statement presented (unaudited through April 30, 2025). Funding Requests #18A-C and #22A-C ratified. Presentation of Number of Registered Voters — 0: Mr. LeBrun stated the number of registered voters in the District as of April 15, 2025 is 0. "He added this becomes important as the District reaches 6 years since the formation of the District and 250 registered voters for starting the transitioning process to the residents." Other Business: Mr. LeBrun noted for next month in June there is proposed bond closing of the southwest tract. Mr. Fife commented he will have a problem with scheduling but will work it out. Mr. Flint noted this meeting was for bonds. After discussion they decided to do this in June. ================================================================ SECOND SUPPLEMENTAL ENGINEER'S REPORT TO THE CAPITAL IMPROVEMENT PLAN (SOUTHWEST TRACT PHASE 1) Prepared by England-Thims & Miller, Inc., E 20-338-03, March 31, 2025 ================================================================ BACKGROUND: The Landings Community Development District is a 560.86+/- acre community development district located in the City of Palm Coast, Florida. This report focuses on the Southwest Tract. The Southwest Tract consists of 192.23+/- acres within the District, the North Tract consists of 204.68+/- acres, and the future Southeast Tract will consist of 163.95+/- acres. TABLE 1 — SOUTHWEST TRACT DEVELOPMENT SUMMARY: Residential 168.41 ac / 416 max units; Neighborhood/Community Parks 6.31 ac; Wetlands 13.71 ac; Undisturbed Uplands 3.8 ac; TOTALS 192.23 ac / 416 units. TABLE 2A — SOUTHWEST TRACT LOT TYPE: SF 50' 231, SF 60' 185, TOTAL 416. TABLE 2B — SOUTHWEST TRACT PHASE 1 LOT TYPE: SF 50' 170, SF 60' 111, TOTAL 281. "Southwest Tract Phase 1" consists of approximately 105.30 gross acres, corresponding to Cascades at Grand Landings Phase 1, planned to contain approximately 281 residential units. Total estimated cost of the Southwest Tract Phase 1 Project: $26,940,187. AGENCY APPROVAL SCHEDULE: 1. COPC Received June 2024 2. SJRWMD Received July 2024 3. COPC Utility Received June 2024 4. ACOE - Environmental Received March 2025 5. FDEP - Water General Received June 2024 6. FDEP - Sewer Individual Received June 2024 7. FDEP - Sewer COC* estimated July 2025 (*Individual Permit received, allows construction but not connection to existing sewer system until COC issued; dependent on Palm Coast Utility Department capacity expansion plans and permits) TABLE 3 — SOUTHWEST TRACT PHASE 1 PROJECT INFRASTRUCTURE SUMMARY OF COSTS: Offsite Transportation Improvements: $950,000 Lift Stations, Potable Water, Reclaimed Water, and Sewer: $10,258,375 Hardscape, Landscape, Irrigation, Fencing, and Signage: $850,000 Stormwater Management Facilities, Drainage Collection System and Flood Control: $7,463,500 Planning, Engineering, Survey, and Regulatory: $2,928,281 Contingency (20%): $4,490,031 INFRASTRUCTURE COST TOTAL: $26,940,187 TABLE 4 — PROPOSED FACILITIES OWNERSHIP AND MAINTENANCE: Offsite Transportation Improvements: COPC (City of Palm Coast) Lift Stations, Potable Water, Reclaimed Water, Sanitary Sewer: COPCUD (City of Palm Coast Utility Department) Hardscape, Landscape, Irrigation, Fencing, Signage: CDD Subdivision Stormwater Management Facilities and Drainage Collection System: CDD Master Transportation Improvements: offsite turn lanes off Seminole Wood Parkway (widening for right/left turn lanes plus drainage), and a 400 linear foot collector/entrance road from Seminole Woods Parkway. Master Utility Improvements: forcemain system (3,000 LF of 4" sanitary force main along Cascades Lane, 1,200 LF of 6" force main along Cascades Lane, 13,075 LF of 12" force main along Seminole Woods Parkway); 2 COPCUD lift stations serving all Southwest Tract Phase 1 lots. ================================================================ SUPPLEMENTAL ASSESSMENT METHODOLOGY FOR THE SOUTHWEST TRACT - PHASE 1 Prepared by Governmental Management Services - Central Florida, LLC, Date: June 18, 2025 ================================================================ 1.0 Introduction: The District will issue on June 26, 2025, $6,085,000 of tax exempt bonds (the "Series 2025 Bonds") for the purpose of financing infrastructure improvements within Phase 1 within the Southwest Tract, referred to as the Southwest Tract - Phase 1. 1.5 Special Benefits Exceed the Costs Allocated: "the District is only financing a portion of the SW Tract - Phase 1 Project with the Series 2025 Bonds. The balance of the SW Tract - Phase 1 Project will be funded with Developer Contributions and/or future bond issue(s). The District's Underwriter has determined that financing costs required to fund a portion of the SW Tract - Phase 1 Project costs, the cost of issuance of the Bonds, the funding of a debt service reserve account and capitalized interest will be $6,085,000." 2.1 Overview: "Based on the estimated costs, the size of the bond issue under current market conditions needed to generate funds to pay for a portion of the SW Tract - Phase 1 Project and related costs was determined by the District's Underwriter to total $6,085,000. Any additional funds needed to complete the SW Tract - Phase 1 Project will be funded by developer contributions or future bond issues." 2.2 Allocation of Debt: "it is estimated that the CDD will recognize a developer contribution equal to approximately $315,000 in eligible infrastructure." TABLE 1 — DEVELOPMENT PROGRAM: SF 50' 170 units x 1.00 ERU = 170.00 ERUs; SF 60' 111 units x 1.20 ERU = 133.20 ERUs; Total 281 units, 303.20 ERUs. TABLE 2 — INFRASTRUCTURE COST ESTIMATES (matches Table 3 of Engineer's Report above): Total $26,940,187. TABLE 3 — BOND SIZING: Construction Funds: $5,178,067 Original Issue Discount: $34,930 Debt Service Reserve: $432,600 Capitalized Interest: $120,826 Underwriters Discount: $121,700 Cost of Issuance: $196,878 Par Amount: $6,085,000 Bond Assumptions: Average Coupon 5.87%; Amortization 30 years; Capitalized Interest Thru 11/1/2025; Debt Service Reserve = Max Annual D/S; Underwriters Discount 2%. TABLE 4 — ALLOCATION OF BENEFIT: SF 50': 170 units, 170.00 ERUs, 56.07% of total ERUs, $15,104,986 total improvement costs, $88,853 per unit. SF 60': 111 units, 133.20 ERUs, 43.93% of total ERUs, $11,835,201 total improvement costs, $106,623 per unit. Totals: 281 units, 303.20 ERUs, $26,940,187. TABLE 5 — ALLOCATION OF TOTAL BENEFIT/PAR DEBT TO EACH PRODUCT TYPE: SF 50': 170 units, $15,104,986 improvement costs, $3,588,391 potential par debt allocation, ($1,532) developer contribution, $3,586,859 final par debt allocation, $21,099 per unit. SF 60': 111 units, $11,835,201 improvement costs, $2,811,609 potential par debt allocation, ($313,468) developer contribution, $2,498,141 final par debt allocation, $22,506 per unit. Totals: 281 units, $26,940,187, $6,400,000 potential, ($315,000) developer contributions, $6,085,000 final. TABLE 6 — PAR DEBT AND ANNUAL ASSESSMENTS: SF 50': 170 units, $3,586,858.53 par debt, $21,099.17 per unit, $255,000.00 max annual debt service, $1,500.00 net annual assessment per unit, $1,531.91 if paid in November, $1,595.74 gross annual assessment per unit. SF 60': 111 units, $2,498,141.47 par debt, $22,505.78 per unit, $177,600.00 max annual debt service, $1,600.00 net annual assessment per unit, $1,634.04 if paid in November, $1,702.13 gross annual assessment per unit. Totals: 281 units, $6,085,000.00, $432,600.00 max annual debt service. TABLE 7 — PRELIMINARY ASSESSMENT ROLL: Owner: KL SEMINOLE TRACE, LLC. Property: Southwest Tract - Phase 1. Net Acres: 105.30. Total Par Debt Allocation Per Acre: $57,787.27. Total Par Debt Allocated: $6,085,000.00. Net Annual Debt Assessment Allocation: $432,600.00. Gross Annual Debt Assessment Allocation: $460,212.77. Annual Assessment Periods: 30. Average Coupon Rate: 5.87%. Maximum Annual Debt Service: $432,600. ================================================================ RESOLUTION 2025-04 — FINALIZING SPECIAL ASSESSMENTS SECURING THE DISTRICT'S SPECIAL ASSESSMENT BONDS (SOUTHWEST TRACT - PHASE 1), SERIES 2025 ================================================================ WHEREAS clauses confirm: the District was created by Rule 42AAA-1.001 of the Florida Administrative Code, adopted by the Florida Land and Water Adjudicatory Commission, effective September 13, 2005 [NOTE: this appears to be an error/copy-paste artifact in the District's own resolution — 42AAA-1 is the RULE NUMBER FOR PALM COAST PARK CDD per this same investigation's cdd file, not Landings CDD, which was actually created by City of Palm Coast Ordinance 2022-17 per Resolution 2025-05 in this same document. Worth flagging as a genuine drafting inconsistency in the District's own official resolution, not something this investigation invented.] The District duly adopted Resolution No. 2022-13 on September 16, 2022 (the "Initial Resolution"), authorizing the issuance in one or more series of NOT TO EXCEED $37,365,000 aggregate principal amount of Special Assessment Bonds, and appointed U.S. Bank National Association as Trustee under the Master Trust Indenture. The District duly authorized and issued the Series 2025 Bonds in the amount of $6,085,000 "for the purpose of funding the construction, installation and acquisition of public infrastructure, improvements and services." APPROVED AND ADOPTED this 24th day of June, 2025. ================================================================ RESOLUTION 2025-05 — AUTHORIZING EXECUTION OF THE TRUE-UP AGREEMENT, COMPLETION AGREEMENT, COLLATERAL ASSIGNMENT AGREEMENT, DECLARATION OF CONSENT, AND ACQUISITION AGREEMENT ================================================================ WHEREAS clauses confirm: "Landings Community Development District (the 'District') is a local unit of special-purpose government organized and existing in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the 'Act'), created by Ordinance 2022-17, adopted by the City Council of the City of Palm Coast, Florida, effective on September 6, 2022 (the 'Ordinance')." "The District duly adopted Resolution No. 2022-13 on September 16, 2022 (the 'Initial Resolution'), authorizing... the issuance in one or more series of not to exceed $37,365,000 aggregate principal amount of its Special Assessment Bonds and appointed SunTrust Bank (succeeded in trust by U.S. Bank National Association) as Trustee." PASSED in Public Session of the Board of Supervisors of Landings Community Development District, this 24th day of June, 2025. ================================================================ TRUE UP AGREEMENT Executed June 26, 2025, between KL Seminole Trace LLC ("Developer") and Landings CDD ================================================================ Instrument prepared by and return to: VINCENT L. SULLIVAN, ESQ., Chiumento Law, P.L.L.C., 145 City Place, Suite 301, Palm Coast, Florida 32164. WHEREAS the District was established by Ordinance 2022-17, effective September 6, 2022. WHEREAS the Developer is "the owner and/or developer of certain lands as described in Exhibit A attached hereto (the 'Property')." WHEREAS "as of the date of this Agreement, the Developer owns and has begun developing the Property." WHEREAS "Developer waives any rights it may have under Section 170.09, Florida Statutes, to prepay the Series 2025 Assessments within 30 days after completion of the 2025 Project." Section 3.B — Process for Reallocation of Assessments: "This amount divided by the total acreage of 105.30 equals approximately $57,787.27 per acre of initial debt... If the debt per remaining acre is equal to or less than $57,787.27 per acre, then no further action is required. But if the resulting debt is higher than $57,787.27 per acre, the Developer will be required to make a True Up Payment to the District." Section 6 — Notice: If to Developer: KL Seminole Trace LLC, 105 NE 1st Street, Delray Beach, FL 33444 If to District: Landings Community Development District, c/o Governmental Management Services - Central Florida, LLC, 219 East Livingston Street, Orlando, FL 32801, Attn: Jeremy LeBrun, District Manager, Tel: (407) 841-5524 With a copy to: Chiumento Law P.L.L.C., 145 City Place, Suite 301, Palm Coast, FL 32164, Attn: Michael D. Chiumento III, Esq., Tel: (386) 445-8900 Signed for the District by: William "Bill" Fife, Vice-Chairman, dated June 24, 2025. Witnessed/ notarized by Vincent L. Sullivan, Notary Public, Commission expires 12/12/2027. Signed for the Developer by: James Harvey, Authorized Signatory of KL Seminole Trace LLC. EXHIBIT A: full metes-and-bounds legal description of the Southwest Tract - Phase 1 parcel (Part of Government Sections 29, 30 and 32, Township 12 South, Range 31 East, Flagler County), plus a separately-described Access Easement within Government Section 30. [Full course-by- course bearings/distances available in the original source document at the URL above if needed for GIS/mapping purposes — omitted here for length, not because it's unavailable.] ================================================================ COMPLETION AGREEMENT Executed June 26, 2025, between KL Seminole Trace LLC ("Developer") and Landings CDD ================================================================ WHEREAS "the Developer owns certain lands located in the City of Palm Coast, Florida consisting of approximately 105.3 gross acres." WHEREAS "the District is a residential master planned development... located South of State Road 100, East of Belle Terre Parkway, and West of Seminole Woods Parkway with Daytona Beach to the South and Jacksonville to the North." WHEREAS "the Developer intends to develop the Property and the District intends to fund a portion of the improvements comprising the SW Phase 1 Project... through the issuance of its... Series 2025 Bonds." WHEREAS "the Developer and the District hereby agree that the District will be obligated to issue no more than $6,085,000.00 in 2025 Bonds to fund the 2025 Project and the Developer will make provision for any additional funds that may be needed in the future for the completion of the SW Phase 1 Project over and above that amount." Section 2 — Completion of SW Phase 1 Project: "the Developer hereby agrees to complete or cause to be completed those portions of the SW Phase 1 Project which remain unfunded... (the 'Remaining SW Phase 1 Project')... Nothing herein shall cause or be construed to require the District to (i) complete the construction of the SW Phase 1 Project or (ii) issue additional bonds or indebtedness to provide funds for any portion of the Remaining SW Phase 1 Project." >>> THIS IS THE OPERATIVE LEGAL MECHANISM: the Developer builds the infrastructure >>> (at its own cost/risk beyond the $6,085,000 the bond provides), and the District's payment >>> obligation via the bond is capped at that amount. Given the District Engineer's own May 16, >>> 2025 report that Southwest Tract construction "is done," the June 30/October 2025 wire >>> payments to KL Seminole Trace LLC read as reimbursement for infrastructure the Developer >>> had already built and paid for out of pocket, consistent with this Agreement's structure. Same notice addresses as the True-Up Agreement (Chiumento Law P.L.L.C., Attn: Michael D. Chiumento III, Esq., copied on all District correspondence). [End of captured document text. Full original remains at the source URL for citation/ re-verification, including all Exhibits, boundary maps (Plates 1-13), and the remaining sections (Collateral Assignment Agreement, Declaration of Consent, Acquisition Agreement) not reproduced in full above.]