MINUTES OF MEETING VILLASOL COMMUNITY DEVELOPMENT DISTRICT The meeting of the Board of Supervisors of the VillaSol Community Development District was held on Tuesday, January 9, 2024, at 5:00 p.m. at the VillaSol Clubhouse, 3050 Puerta Del Sol Boulevard, Kissimmee, Florida. Present and constituting a quorum were: Herman Perez Chairman Mario Cordovajoined late Vice Chairman Corey Gagnon Assistant Secretary Junior Comas Assistant Secretary Also present were: Jason Showe District Manager Jarett Wright Field Manager Kristen Trucco District Counsel Peter Armans District Engineer FIRST ORDER OF BUSINESS Call to Order and Roll Call Mr. Showe called the meeting to order at 5:00 p.m. Three Board members were present in person constituting a quorum. Mr. Cordova joined the meeting late. SECOND ORDER OF BUSINESS Pledge of Allegiance The Pledge of Allegiance was recited. TIDRD ORDER OF BUSINESS Public Comment Period (Limited to 3 Minutes) Mr. Showe stated this was the time for audience members to make any public comments. Audience member made comments on issues with the towing policy over the holidays. FOURTH ORDER OF BUSINESS District Engineer A. Storm Water Repairs Package Mr. Armans reviewed the process to obtain RFP for the stormwater repairs to include discussion of the stormwater draining areas, repairs, timelines, cost estimates, number of January 9, 2024 VillaSol CDD proposals, contracts, specifications on the scope of services, the bid form and the repair maps. It was confirmed the big green spaces will be returned to area, landscaping, and easement issues were discussed. Mr. Armans noted they had not received a proposal. He made comments on adding items to the contracts on timelines, and 30 days for bids. Ms. Trucco made comments on adding items to the bid, vendor restrictions, estimated time for completion, holidays, and specific contract wording. It was noted it would be put out for 2 weeks, and the timeline for proposals to be brought back to the Board by April. Also discussed would be the order of repair for the work to be completed, availability of materials, pipeline rehabilitation, digging holes and consolidation of the work, pricing, and reducing amount of work to be completed. Mr. Annans will negotiate with the vendor. Ms. Trucco made comments on the advertising of the bid. Comments were made on the portion of the CDD for the repairs and the schedule of the areas to have completion. A Board member ask for Mr. Armans to send the zones and a map overlay of the areas of work to the Board for reference. On MOTION by Mr. Comas, seconded by Mr. Gagnon, with all in favor, Authorizing the District Engineer to Advertise the RFP for Stonnwater Repairs, with Board Comments Due by December 1, 2023, was approved. *Mr. Cordovajoined the meeting at this time. FIFTH ORDER OF BUSINESS Business Matters A. Consideration of First Amendment to District Management Agreement with GMSCF, LLC Mr. Showe noted the Board had requested GMS to revise the Amenity Management Services and move to fully remoted service model and eliminated the need for the on-site Amenity Management personnel. He noted this amendment will eliminate the 1 day of week of service for an annual savings. Mr. Showe explained the remote option specifics and savings for the amenity center services for reserving and paying for rentals. The contract will be revised and invoiced monthly to $5,250 annually starting on February 1, 2024. Mr. Showe explained how the process would work remotely with room codes system, rentals, and no attendant on site. It will be reduced from an annual pay of$37,440 to $5,250. 2 January 9, 2024 VillaSol CDD Mr. Cordova asked for a way to create a public calendar of when the space is rented to eliminate conflicts for the future. Further discussion ensued on the 1 day a week services and ensuring it works correctly, clean-up following events, break-ins, security guard days in attendance, ensuring tables are moved, rental days, availability of rental space, and the sticker costs process, costs, business hours and options, confusion of CDD and HOA rentals and the remote scheduling process, rentals, keys, and overall process. Mr. Perez commented on ensuring time line for rentals are followed. Mr. Comas commented on when personnel would be on site for other issues or emergencies. Mr. Perez wanted to ensure tables are stored properly. Mr. Gagnon asked about how payments were made. Ms. Trucco made comments on legal service agreement and the provisions for internal revenue codes on fees, and safe harbor provisions. She made the recommendation of having the draft agreement availability for the HOA review. Further comments on pricing were made. On MOTION by Mr. Cordova, seconded by Mr. Perez, with all in favor, the First Amendment to District Management Agreement with GMS-CF, LLC, was approved. Mr. Showe made comments on February 15t start date, notifications to residents, website notification, process for payments using checks or credit cards, google forms, signage, and the deposit process. B. Consideration of Proposals to Prepare Reserve Study i. Reserve Advisors ii. Reserve Study Institute Mr. Showe noted they received alternative, cheaper proposals and explained the 2 new proposals. Discussion ensued on how other Districts used the Reserve studies, how the study works to assist the Districts with planning and budgeting, and assets of the entire community, benefits of the study, the scope of services, timelines, and the pricing of Reserve Study Institute for $3,400. Mr. Comas opposed the motion due to costs. On MOTION by Mr. Perez, seconded by Mr. Gagnon, with Mr. Perez, Mr. Gagnon, and Mr. Cordova in favor and Mr. Comas opposed, the Proposal from Reserve Study Institute to conduct the Reserve Study for $3,400, was approved 3-1. C. Consideration of Resolution 2024-04 Designating Registered Agent & Office 3 January 9, 2024 VillaSol CDD Mr. Showe reviewed the Resolution 2024-04 for the designation of the agent and office. Mr. Showe explained this was a clerical issue to move the registered office to the District Counsel. Ms. Trucco made comments on this process and her recommendation for approval. On MOTION by Mr. Perez, seconded by Mr. Cordova, with all in favor, Resolution 2024-04 Designating Jan A. Carpenter of LLEB as the Registered Agent and Office, was approved. D. Discussion of Spike Strip claims Ms. Trucco noted the 3 claims regarding issues with the spike strip claims and the request for reimbursement for tires from residents. The spike removal proposal was reviewed and costs for the repair. The total is for $7,450. She noted Inframark did not feel the product caused the issues with installation and the recommendation the claims be denied. Insurance and deductible were reviewed. Ms. Trucco discussed the continuation of pursuing and the issue of the $7,450 requested by residents reimbursed by the District. She noted it was felt the issues were lack of the prior Board not following through with the maintenance recommendations. Mr. Showe noted the insurance may be willing to pay the claims, but it was a Board decision. The Board discussed pursing litigation. .costs, support of the claim, likelihood of insurance going up due to the claims, how to approve the cause for appropriate reimbursements, insurance determination, possible defects with the spikes, setting precedents, and how to prove spikes caused the issue. Both Mr. Showe and Ms. Trucco recommended letting the insurance review the claims. Further discussion included conversations on the history of the documented damage from spikes, specifics of the claims, on the spikes. Mr. Comas agreed with pursuing insurance. Mr. Cordova stated he has claim with the spikes and shared a letter with the Board detailing his experience. He did not think the Board shouldn't spend the money to go through insurance when the issues were caused due to lack of maintenance. He also noted he would like Mr. Perez to abstain from voting as he was involved in communications between the residents and Inframark. Mr. Perez advised that he had already filled out the required Form 8B abstaining from addressing or voting on the matter. Mr. Cordova showed a photograph to the Board to show what was causing the problem with the spikes. 4 January 9,2024 ViIlaSol CDD Mr. Comas stated that Mr. Cordova's issue is basically admittance of his involvement and negligence of the prior Board. He noted he was part of the installation and did not present the maintenance plan presented by the company to the new Board. He further stated this was an example of poor management, and an issue of lack of following recommendations. Mr. Comas also noted they were trying to blame the pavers, poor management of prior Board on failure to follow recommendations of spike repair, improper installations, and the maintenance plan not accepted by the current Board. He stated Mr. Cordova is providing evidence of negligence by the previous Board and therefore this places the new Board with liability. He reiterated that the insurance should handle this issue. The Board discussed the situation further and discussed negligence, lack of maintenance from previous Board, failure and liability of Mr. Perez. Ms. Trucco recommended for the Board to table this issue to next meeting until further information is received. After discussion the Board made the decision for the insurance to handle the claims and ask that Mr. Showe to reach out to Inframark for background information. The Board agreed. E. Discussion of Towing Services Agreement Mr. Showe reviewed the towing services agreement and the statute on how to proceed with a new towing vendor and pursuing a formal RFP to be issued. There were 2 towing vendors that were recommended to the Board. Magic Tow proposal was reviewed, and Mr. Showe recommended the Board proceed with Magic Tow. He noted 2 motions are needed to terminate the current vendor and to issue a new RFP. Ms. Trucco reviewed requirements and process for moving forward. It was asked if other communities use them and the possibility of the releasing the customer from the towing company. Ms. Trucco noted there is not statute or requirement. She recommended giving Magic Tow a try and if they do not work, they can proceed with the RFP. She noted the vendor would only sign their own agreement. On MOTION by Mr. Perez, seconded by Mr. Cordova, with all in favor, the Termination of the Agreement with Towlando, was approved. 5 January 9,2024 VillaSol CDD Ms. Trucco made comments on signage, and the process for going forward with new proposal and the specifics ofthe proposal. On MOTION by Mr. Perez, seconded by Mr. Gagnon, with all in favor, the Proposal for Magic Tows, was approved. SIXTH ORDER OF BUSINESS District Counsel Ms. Trucco reviewed updates on issues and charges seeking reimbursement. She added that denial letters have been denied due to the lack of reporting on time and documents lacking. She asked for assistance on the specific reasons for denial. Further discussion on amounts for reimbursements, recourse actions, Ms. Trucco reviewed the steps they could take and noted it would take a lot of time and she recommended a needed resolution. Asking for what is needed and process to move forward on the due process. Ms. Trucco discussed mediation process, and the mediation requirement of the vendor, costs for the process, pursing litigation, recommendation to continue to work out with Counsel. Other updates were provided on track owned by the county and easement issues on boat ramp. She noted the review of records and ask for easement and ask DE to confirm requisitions for work, suspension of improvement, A Board Supervisor noted he would like to confirm the property line and ask DE to confirm this with development plan and engagement when the Developer was involved. Property line was discussed further. Previous records and a deed transfer was discussed. The Supervisor noted he called the county about the property, and it was mitigated for wetlands and could not be used. He suggested the moving of the dock as an option and asked if pulling permits were required and ifDistrict Counsel needed to be involved and ifrequisitions were needed. The Supervisor asked about claims from 25 years ago, and what were options. He noted the community was advertised as having a boat dock, the obligation to have one, resident concerns, and how to document the Board had attempted to salvage. Ms. Trucco suggested the possibility of a not to exceed amount. The Board asked for an email for an estimate for the research, minimum time charged, and for time for research and costs. Further discussion was held on the Sangria Pond and budgeting for the project. Supervisor stated it was full of trash, water level, storm drains maintenance to clean and cost, 6 January 9, 2024 VillaSol CDD county owned and CDD responsibility for maintenance. Supervisor commented on the garbage cans and benches in the property, the easement and access to the property and to discontinue the pay for maintenance. Ms. Trucco asked for steps the Board would like to take on take on the pond and suggested to include reaching out to the county. Ms. Trucco noted the last issue was regarding the clubhouse rental and space. She added there is a need for the District Counsel and requestions and tax amounts, lease issues, cost to construct the structure, question on meeting, and HOA meetings, government bond issue and lease, rentals, use of space, HOA/CDD usage of rental space and policies regarding rentals, CDD collecting money from HOA, different policies in CDDs, and private party rentals. It was asked for a sample from other communities be email to Mr. Cordova. Ms. Trucco asked Board to have District Engineer investigate the estimate to pose to the HOA. SEVENTH ORDER OF BUSINESS District Manager's Report A. Approval of Minutes ofthe November 14,2023, Meeting Mr. Showe noted the request on the gate attachment for Amazon. He asked if the Board wanted to pursue. Discussion ensued on the hours from 6am.;,6pm, if they had a problem in 6 months, issues with once it is on hard to change, financial disclosures, process for the ethic forms through web portal, ethics training requirements for 2024, and using the Supervisor of Elections process, Ms. Trucco reviewed the Sunshine law requirements, and timelines discussed for ethics training. Mr. Showe reviewed the minutes and he asked for any corrections for comments. The Board had no comments. On MOTION by Mr. Perez, seconded by Mr. Gagnon, with all in favor, the Minutes from the November 14, 2023, Meeting, was approved. B. Approval of Check Register Mr. Showe reviewed the check register for $31,353.06. On MOTION by Mr. Perez, seconded by Mr. Gagnon, with all in favor, the Check Register, was approved. 7 January 9,2024 VillaSol COO c. Balance Sheet and Income Statement Mr. Showe stated there was no action from the Board. D. Presentation of Sheriff Patrol Reports The Patrol reports and Detail Activity Sheet are both included in the agenda. These were reviewed for the Board. There was a question on extending roving security and Mr. Showe noted that more information is being pursued. EIGHTH ORDER OF BUSINESS Field Operations A. Field Manager's Report Mr. Wright presented the Field Manager's Report. He noted GMS had installed the Christmas decorations at the front entrance and the clubhouse. Discussion ensued on the use of community volunteers for holiday decorations and how to proceed. Board requested see sample packages for this project. It was also recommended adding a line item to the budget for pursuing a vendor or volunteer insurance going forward. Discussion also included recommendation for volunteers, HOA provide liability or CDD, a volunteer policy would be required, insurance issues, workers compensation, budget concerns, timeline for making decisions on holiday decorations, proposal for front, light locations, and storage. B. Discussion of 5-Star Pools Spa Repair Proposal Mr. Wright reviewed proposals for spa repair. He noted 5-Star had been providing services and reported presence of black algae, which was treated. It was reported there was an electrical issue with breakers and will be addressed before installation of the new filters. Updated estimates for the costs of the projects were $6,000 -$7,000. Specifics of the scope of services were covered. Electrical issues and breakers for pool pump were discussed. The previous pool company reported issued with the voltage regulators and would like further investigation on this issue. A controller is needed. Further discussion of the spa and included an explanation of the proposal with 2 different motors. It was noted the current heater is not working and discussion of repairs and estimates were reviewed. It was asked about the old pump that was removed and using the old one for back up. Other discussion included the removal of gas tank, pricing a heater for gas, electrical option, inspection, replacement of tanks, valve replacement, warranty for replacement of motor, 8 January 9,2024 VillaSo) CDD replacement options, not to exceed options, insurance, timeline for responses on reporting problems, options for LED controller on the bid, and using a local vendor, After discussion the Board agreed to look at the gas issue and bring the vendor to the next meeting. C. Entrance Gate Repair Proposals i. King Access ii. Guardian Access Ill. Complete Access Control O.C.F. Mr. Wright noted the full gate operations went into effect starting on November 28,2023. He discussed issues with the residents and vendor on the sticker access, malfunctions of the gate barrier arms and damage incidents to residents. Proposals for the gate repairs were discussed. It was noted the cameras had water damage and proposals from 5 Start were provided for repairs. Mr. Cordova asked Counsel for single camera that residents see to protect crime and damage and transparency. Ms. Trucco discussed legalities of camera, lawsuits on privacy, public access to security camera, general surveillance, discussion of issues with gate and accidents, opening and closing the gates, necessity of cars waiting for the arms or bars to be completely lifted, other problems with gate usage, changing the delay of bar color, hours of operation for gate, ideas for gate usage, costs, $200 charge, codes for gates and for emergency vehicles, future access controls, and proposal cost. The proposal from Kings Access Control is for $16,170. Mr. Comas opposed due to costs. On MOTION by Mr. Gagnon, seconded by Mr. Perez, with Mr. Gagnon, Mr. Perez, and Mr. Cordova in favor and Mr. Comas opposed, the Proposal for Kings Access, was approved 3-1. D. Pool Gate Replacement Proposal from Guardian Access Mr. Wright reviewed the pool gate replacement proposals from Guardian Access. The specifics of the base estimate equipment, the base system price was discussed for $20,695. Further discussion included the gate design, installation, the warranty and the annual service agreement and other supports. He further explained the material being used, and the recommendation was made for more proposals to reduce costs, and a possibility of savings with GMS installation. 9 January 9, 2024, ViIlaSol CDn On MOTION by Mr. Perez, seconded by Mr. Cordova, with all in favor, the Proposal for the Pool Gate with a Not to Exceed Amount of $20,695 and Designating Mr. Cordova to Approve Final Proposal, was approved. E. Discussion of Storage / Disposal of Surplus District Materials Mr. Wright reviewed the storage and disposal of surplus materials and the costs. Current storage space was discussed and locations of storage, re-installation, repair of item, costs, option to place at the entrance, most useful location for the bumps, and the possibility of sale or giving. them away. Ms. Trucco reviewed the rules and policies for the sale of CDD property and disposal of CDD property. Mr. Cordova supported ~sage of the bumps or the option to giving them away. Installation location options were reviewed. Mr. Cordova stated the storage is an eyesore and have become a liability of all the excess need to be cleaned and organized to maximize the space. Mr. Wright mentioned the fire codes. After discussion the Board suggested getting quotes for storage space and how to proceed. NINTH ORDER OF BUSINESS Supervisor's Requests & Comments Mr. Showe asked for Supervisor's requests and audience comments. TENTH ORDER OF BUSINESS Next Meeting Date -February 13, 2024, at 5:00PM Mr. Showe stated the next meeting date will be on February 13,2024, at 5:00 p.m. ELEVENTH ORDER OF BUSINESS Adjournment On MOTION by Mr. Perez, seconded by Mr. Gagnon, with all in favor, the meeting was adjourned. 10