MINUTES OF MEETING 
VILLASOL 
COMMUNITY DEVELOPMENT DISTRICT 


The regular meeting of the Board of Supervisors of the VillaSol Community 
Development District was held on Tuesday, February 13, 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 Cordova Vice Chairman 
Corey Gagnon Assistant Secretary 
Junior Comas Assistant Secretary 
Mike Edgecombe via Zoom Assistant Secretary 

Also present were: 

Jason Showe District Manager 
Jarett Wright Field Operations 
Kristen Trucco District Counsel 

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. Edgecombe joined via Zoom. 

SECOND ORDER OF BUSINESS 
Pledge of Allegiance 

The Pledge of Allegiance was recited. 

*Mr. Cordova joined the meeting at this time. 

TmRD 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. 
Resident (Mark) stated that people have asked him about the basketball court and what 
would be necessary to add lighting on that. 

FOURTH ORDER OF BUSINESS 
Presentation from Osceola County on 
Simpson Road Project 


February 13,2024 ViIlaSol CDD 

Mr. Showe noted Osceola County is slated to come out and they went to the HOA 
meeting as well. If they pass along any dates, staff will pass them on to the Board to distribute. It 
was really more about their Simpson Road project and the impacts on the residents. Ms. LaPorte 
noted they updated the dates on Simpson Road and she will share that information in an email. 
Mr. Showe asked her to send him the email. 

FIFTH ORDER OF BUSINESS District Engineer 

Mr. Showe noted he did talk to the Engineer earlier today and he did not have any 
updates at this time. They did get the bids out for all of the stormwater repairs and they are 
waiting for those to come back and be available for the next meeting on March 19th • 

Mr. Perez asked if they should wait until they get everything so they can divide for 
whatever is needed. He noted he doesn't think the CDD has the money to do everything that is in 
there. He noted they have big holes to fix and need to prioritize things needed in the District. 
What is the best course of action for that, wait for the sealed bids? Mr. Showe noted that is 
typically the best direction. 

Mr. Cordova asked if the Engineer had any idea of how long it will take to get the bids? 
Mr. Showe stated it is a 30-day process. They just got them out on February 9th so should be 
back for the March 19th meeting. A decision doesn't have to be made that day. 

SIXTH ORDER OF BUSINESS Business Matters 

A. Discussion of Reserve Study 
Mr. Showe noted there is a draft of the reserve study in the agenda. They will make one 
set of changes for the District based on whatever direction the Board would like to do. He stated 
that based on the numbers, he believes it is fairly accurate in terms of what needs to be done and 
the amounts. The one glaring thing he found was that they have landscape money every year at 
about $375,000 which is greatly in excess of what is needed. He noted he and Jarett talked 
somewhere around $25,000 per year gives enough to keep the plant materials up so they will ask 
for that change. It is also important to note that currently the stormwater work is being funded 
from the General Fund whereas this contemplates that as part of the Capital. Even though this 
shows you need to add that in the Capital, it is really just moving money from one fund to the 
next and not additional money that is needed. There are some things that are coming up pretty 
quickly in the community. He noted this is for the Board to review and if they have any specific 
questions, he and Jarett will look at those. The reserve number is high but it also contemplates 

2 



February 13, 2024 VillaSol COO 

the asphalt repair, the ceiling as well as a full mill and overlay in this plan too which is priced at 
$1.1 M for full mill and resurface of all of the roads. It contemplates the vast majority of CDD 
infrastructure. 

Mr. Showe asked for any questions or comments from the Board. Mr. Cordova asked to 
be fully funded, they are just under $2M? Mr. Showe noted yes but if you take that landscape 
number out. He noted this is looked at in a 10-year increment. They show price increases every 
year which is valid. He stated they would like to have the Board set the amount and leave it that 
way for about 10 years so you're not adjusting assessments annually. If you reduce that 
landscape number out, you are looking at about $400,000 per year to put into reserves but 
$128,000 of that is already in the stormwater repair so that comes out too. The increase is really 
at about $300,000. He noted this is just a tool for budgeting. The initial budget will probably use 
a lot of these figures and it is up to the Board to determine which level you feel comfortable with 
assessmg. 

Mr. Comas questioned on page 3 for year 2025 the $749,815 reserve contribution. Mr. 
Showe noted that is what they recommended. They are using about $350,000 of landscape but 
we think that should be about $25,000. He also questioned on page 17 the general site elements 
at $26,267,565 how long is this projection, 20-30 years? Mr. Showe noted it is a 30-year window 
and the vast majority of that is the roadways, landscaping, and everything but the pool and the 
clubhouse. Mr. Comas asked give or take are they projecting $1,000,000 per year? Mr. Showe 
noted he thinks the $26,267,565 averages out over the whole 3D-yearterm. Mr. Comas asked for 
more information about what they are implying with those amounts at the next meeting. 

B. Discussion of Proposal for Holiday Lighting 
Mr. Showe noted they have provided the Board a proposal used for a neighboring 
community. It is estimated at $7,500 for the front entrance. There is a proposal and some 
mockups of what that looks like on page 62-63 of the agenda. He noted at this stage the enD 
wouldn't need to enter into any contracts, it would just be a matter of putting this amount of 
money in the budget. It is an annual cost. You don't own the lights. He comes out and puts the 
lights up and then takes them down and stores them. Mr. Showe noted this price is on the low 
side. It doesn't need action right now. Mr. Cordova asked when a decision needs to be made? 
Mr. Showe noted they can just take the $7,500 and put it in the budget as a specific line item and 

3 


February 13,2024 
VillaSol COD 

see what it does. If you want to take it out, it can be taken out. Mr. Cordova noted he is okay 
with that. 

C. 
Consideration of Agreement with LLS Tax Solutions, Inc to Provide Arbitrage 
Rebate Calculation Services for the Series 2018 Bonds 
Mr. Showe reviewed arbitrage is the annual test required to perform to make sure the 
District is not earning more money on the bonds than is legally allowed. This is the same 

company that has done it for years with this District and they are familiar and good to work with. 

On MOTION by Mr. Perez, seconded by Mr. Gagnon, with all in 
favor, the Agreement with LLS Tax Solutions, Inc. to Provide 
Arbitrage Rebate Calculation Services for the Series 2018 Bonds 
for $600, was approved. 

SEVENTH ORDER OF BUSINESS District Counsel 

A. CDD Ethics Training Requirement 
Ms. Trucco reminded the Board that Form 1 for calendar year 2023 is due July 1, 2024 
and is submitted electronically. She noted there is a URL link in her email to do that. The new 
ethics training requirement that you will have to self-certify is for calendar year 2024. You will 
have to mark that you completed the requirement on Form 1 that is due in 2025. The 4 hours of 
ethics training can be done in 50-minute increments and has to require certain subjects. She 
noted to make it easier she put down her recommended program to cover all four hours. She 
asked the Supervisors to keep a record of when they complete the training in case it has to be 
noted on the form. 
Ms. Trucco noted the next item today is the spike strip issue. She has continued to follow 
up with the vendors counsel and tried to get them to the table. They have talked about the 
arguments they have already gone through so right now they are at $7,441.78 in requests for 
reimbursement for the damaged tires. They came back and stated they were not responsible to 
reimburse the CDD because if the spike strip was the cause of the damaged tires, it would be 
because of the CDD's lack of proper maintenance to the spike strip and not their installation. 
They also said they had recommended a maintenance plan to the District and that was turned 
down. The Board had asked Jason to go back to see when and where that was recommended. Mr. 
Showe noted he found no evidence that it was suggested so he reached out and asked for 
information on when this was recommended and the answer received was a personal 

4 


February 13,2024 ViIlaSol CDD 

conversation between the maintenance person and the former Chair and they declined it. There 
was no evidence of an actual written proposal. They are basing their denial of a claim on a 
conversation that happened between the former maintenance person and the former Chair. 

She noted the insurance company reached out to them previously to see if they would be 
willing to cover the approximate $7,400 for the damaged tires and at that time, the insurance 
company was willing to cover that. She noted based on the agreement entered into in 2022 the 
CDD does have good ground but one thing that is concerning is there is a prevailing party 
provision for attorney's fees which means if either party sues or brings legal action against the 
other one, the prevailing party is entitled to have the losing party pay for their attorney's fees. 

She noted the damages would likely be $2,000 plus the $7,400 so more in the ballpark of 
$13,000 if they bring a lawsuit. Mr. Perez asked if there is recourse to obtain some of the money 
paid for the spikes as they were not installed properly. Ms. Trucco noted they could try but the 
fact that it was operating for some period of time goes against our argument that it was 
improperly installed. Mr. Perez noted it was less than a year before the problem started. The 
company argued that it was further after a year because of when they installed it versus when the 
invoice was received and paid. We are basing our argument that we are also within that one year 
becauseofwhen wepaid theirinvoice. 

She noted they are looking at potentially $13,000 if not including the cost of the spikes 
and if you are, you are looking at $30,000. To bring a lawsuit before even getting to a trial, you 
will potentially incur fees totaling $20,000 to $40,000. Ifyou go that route and lose the trial, you 
will have to also potentially pay their side's attorney fees. She noted they have not let the 
insurance know yet of the vendor's response. She noted they could let the insurance company 
know that to see if they have some additional leverage. They could ask the insurance company if 
that would impact their premium. She noted they could go back to the vendor and ask if they pay 
the $2,800 and waive the others or go back to the insurance company and say our understanding 
now with information provided that this was a conversation between the Chairman of the Board 
at the time and the Field Manager and don't know if it was the District and see if they decide to 
take it to another level on their end. Mr. Cordova asked on the insurance option would it require 
a deductible on the District's part? Mr. Showe stated not on this case. 

She noted one risk that she warns of, if the Board decide to reimburse for the $7,400, 
other people could bring additional claims. They would have to prove causation. The other side 

5 


February 13,2024 VillaSol CDD 

ifthe Board doesn't reimburse, what is the risk then. They could bring potentially a small claims 
case. They would still have to prove causation. She noted for the record Chairman Perez recused 
himself from abstaining from voting and discussing the matter of reimbursement of the tires at 
the last meeting due to a conflict of interest. 

Mr. Comas asked about the $2,800 for the spike removal, how much have we spent 
already for Kristen talking to them for just $2,800? Mr. Trucco stated that is a consideration and 
something to look to if you brought legal action against them. She noted she is concerned about 
the cost. Mr. Cordova noted if the insurance coverage is there, he would like to learn more about 
the specifics as to how it would work and should more homeowner's pop up after this situation is 
taken care of, would the insurance company still cover those claims, limit the liability of the 
District. Mr. Cordova asked to get more info on that and how it would impact their premium 
long term. Mr. Gagnon noted with the lawsuit, the cost benefit analysis is not there and too much 
to risk. He noted if you're not confident with it going to court then he is not confident with 
saying the damage was caused by said spikes. He noted that route is out for him. 

Mr. Showe stated he would reach out to the insurance company and ask them what the 
impact is on future premiums and what if any future claims of this nature come about and will 
share information about what Inframark said about why they denied the claim to begin with and 
bring that all back to the Board at the next meeting. Mr. Trucco noted to ask them what a 
settlement claim needs to look like. Mr. Showe noted the spikes were removed in November. 

Ms. Trucco noted next is the issue with the fraud charges on the Truist account. There are 
three remaining at approximately $9,000. Truist had sent letters denying that. She noted she went 
back to their attorney and noted they could potentially sue you or take you to mediation as 
required if there is a dispute under the original contract. There is mandatory mediation and if 
there is an impasse then it goes to binding arbitration. That one arbitrator would decide the 
resolution so it would never go to court. 

Mr. Comas questioned if money could be recouped from that arbitration. She noted it 
would be unlikely because there is no permission in your original agreement that says the 
prevailing part is entitled to their attorney's fees to be paid by the losing party. The actual 
agreement states that both parties share in the cost of the mediation service. Mr. Cordova asked if 
these cases could be put together since it is the same company. She noted there are two separate 
agreements, the construction agreement for the spikes and this one says it would go to court and 

6 



February 13,2024 VilIaSol CDD 

not to mediation and arbitration. There is a provision that says the jurisdiction is Osceola County 
Court. In the Master agreement where the Truist fraud claims would fall there is a mandatory 
mediation/arbitration provision. 

Mr. Comas asked in arbitration can you request reimbursement from the final judgement. 
She noted you could as a result of that if you want your attorneys' fees you could put that in 
there. She noted they are not there quite yet. She noted they are going in a circle to get access to 
the documents that supported Truist Banks last three denials. She was told someone has to go 
into the branch and authorize Jason or GMS to have access to the account. Mr. Cordova stated 
that would be somebody from the previous vendor so that is not going to happen. They are 
saying Truist improperly denied these when they submitted these, the actual bank account with 
Truist and the CDD is governed by a separate contract for commercial banking and have to 
report fraud within a certain number of days. The prior company is saying they did that and you 
approved three of the fraud claims and denied the rest of them. Their position is that it's the third 
parties' fault that they did everything compliant but the third party did not. 

Mr. Perez asked about the dates. Ms. Trucco noted they were September 1,2, 13, 15,26, 
and 27 of 2022. Mr. Cordova asked when bank accounts are opened for the District through 
management, does the District not have any authority over those accounts? Mr. Showe noted as 
soon as they found these, they closed that account out. Since the District did it so quick once they 
took over, the old management company name is still on that account even though it is closed so 
they can't get any information on that account. The account is under the Districts name. Ms. 
Trucco noted it may require someone to actually go into the bank and get the information why 
the last three were denied before you bring up mediation request or demand. 

Ms. Trucco noted they need to find out what was the basis of denial for the last three and 
recommended staying on that. The options are to send them a letter demanding to start the 
mediation/arbitration process in the agreement or try to figure out what Truist did, if they denied 
them improperly then we will go to Truist and try to get reimbursement for them. We are trying 
to figure out who really is responsible. 

Ms. Trucco noted the next item is a pond. There was reference that the county owns half 
of the pond and the CDD owns the other half. The CDD is maintaining the pond so does the 
CDD have an obligation to continue maintaining it and will the county contribute to the cost of 
it. Mr. Showe reached out to the county to ask and they stated they pulled the water management 

7 


February 13, 2024 ViIlaSol coo 

district permit and the CDD is listed as the mam entity. The county is not interested in 
contributing to the cost of maintenance. The CDD is listed as the pennit holder and maintenance 
entity so she recommends they continue to maintain the pond. 

She noted there were questions about the boat ramp situation. She stated she has looked 
for the title work and found a sketch of the area but did not see the boat ramp in the documents. 
There was a record in one of the Engineer 's Reports which was provided. (She asked Mr. Showe 
to look to see if there is record of a requisition which would show if bond funds were expended 
on the ramp.) She would like to know from Ray or Peter if they have plans or can identify 
exactly where this ramp was. Mr. Cordova noted the bank where the dock is doesn't belong to 
the county. Otero & Associates own the bank and the waterway. He asked if they could find out 
from that owner if there is an easement on that dock. If there is an easement and they do legally 
have that dock then is the egress/ingress to the dock on county property. Ms. Trucco's 
recommendation would be to have Peter confirm that is the tract and if he has any plans for that 
dock. He needs to confirm"in writing that is the dock. Then they will need to confirm if there is a 
recorded easement or some type of access rights with the CDD maybe if he recalls an agreement 
or some kind of license that wasn't recorded that the developer had done with the adjacent 
owner. If there is not a recorded document in perpetuity then we can approach that adjacent 
landowner and see if they are willing to give us that. 

EIGHTH ORDER OF BUSINESS District Manager's Report 

Mr. Showe noted an error on the parking map to bring to the Board. The area that is 
marked in green on the map was originally marked red on all maps presented to the Board. Based 
on discussion with the Chair that probably the Boards intent was to leave that green to allow that 
additional parking but want to verify before changing the official parking map. The Board 
confirmed that is correct. 

Mr. Showe noted he and Jarett met with the new tow vendor and will get them the revised 
map. After this change is made, they will start providing service. Mr. Gagnon asked if the signs 
are all up even in the new areas where there is no parking. Mr. Showe noted the official rule is 
that the sign has to be up at the front of the community stating this community has parking rules 
and you are subject to tow if you are in violation of those rules. Those signs are up pursuant to 
Florida Statutes. Mr. Gagnon stressed concern about signs and curb painting that doesn't apply 

8 


February 13,2024 
VilIaSol CDD 

anymore. Mr. Showe noted Jarett is getting quotes for new signs and curb painting but those 
aren't necessarily requirements for us to enforce the new ones. 

A. Approval of Minutes of the January 9,2024 Meeting 
Mr. Showe asked for approval of the minutes from the January 9, 2024 meeting which 
are in the agenda packet. He asked for any corrections or changes to those minutes. Mr. Showe 
noted on page 4, Mr. Comas provided evidence that he believes it's the current Board's liability. 
Mr. Gagnon noted on page 5 for the record the pictures that Mr. Comas provided were 
misleading and doesn't reflect where the spikes were replaced. 

On MOTION by Mr. Perez, seconded by Mr. Cordova, with all in 
favor, the Amended Minutes from the January 9, 2024, Meeting, 
were approved, as presented. 

B. Approval of Check Register 
Mr. Showe reviewed the check register. In the General Fund there are checks 5815 
through 5838 for a total of $276,111.54. He pointed out $177,000 of that is the assessment 
receipts that go from the General Fund into the debt service. 

On MOTION by Mr. Cordova, seconded by Mr. Perez, with all in 
favor, the Check Register, was approved. 

C. 
Balance Sheet and Income Statement 
Mr. Showe stated there was no action from the Board. He noted they are almost 90% 
collected on their assessments. 

D. 
E. 
Series 2018 Arbitrage Rebate Calculation Report 
Mr. Showe noted this is a past arbitrage report. There are summaries on the first page. 
The last sentence noted there is no accumulative rebate requirement liability which means they 
are under the amount that they are legally allowed to collect. No action is required by the Board. 

NINTH ORDER OF BUSINESS 
Field Operations 

A. Field Manager's Report 
Mr. Wright presented the Field Manager's Report. The annuals were changed out next 
week. The next service for annuals should be around May. Palm pruning of CDD property has 
been completed. The palm boots will still need to be addressed at some point. Electrician 

9 


February 13,2024 VillaSol CDD 

replaced breakers on the main pool pump panel that were supplying improper voltages. 
Recommend replacing both breaker boxes entirely in the future as they are old and have 
corroded. Pool vendor is currently working on providing numbers for updated gas-powered spa 
pumps for comparison. Working with gas companies to get the facility inspected. The parts for 
the chair lift came in and will be installed this week. GMS Staff repaired the pool deck ceiling 
that was falling . This is only a temporary fix as the roof above is leaking and the plywood is 
rotting. Recommend replacing the flat roof section as soon as possible, and we have begun 
gathering proposals. The first numbers that came in were around $7,200 for the flat roof. 
Guardhouse cameras have all been installed. There is a License Plate Reader camera at both the 
entrance and exit lanes. These cameras take pictures of each plate and have live video making it 
easier to identify vehicles. One more camera needs to be installed near the clubhouse. The gate 
repair is in progress and currently being powder coated. Expected installation is 2/16/2024 as 
long as powder coating is completed. LED strip in the gate arms can be replaced as long as the 
channel is good. He noted a check was received from the insurance for everything except for the 
electrical on the gate. 

Mr. Perez asked if someone hits the arm, how do you send that communication to them 
for repair. Mr. Showe noted verification of who hits the arm was challenging without the license 
plate camera. Mr. Wright noted with the license plate camera, there wasn't actual footage before 
January 28th so that is the problem with the two previous vehicles. Mr. Showe noted as part of 
his communication to the HOA, he will put that the gates will be reactivated shortly, please use 
caution. Mr. Wright noted a couple of reports of people pulling up to the gate and it doesn't open 
for them. He noted he hasn't noticed any failures on the systems end. He believes it has to do 
with how far vehicles are pulling up or how quickly they are pulling up. He recommended they 
add a white stripe on both sides with a sign that says to pull up to the white line. A couple of new 
items today cleaning up trash from ponds, changed out a couple of door handles, fixed a soffit 
gap and checked to make sure there were no animals that were previously reported. 

Mr. Cordova asked about progress on the pool gates. Mr. Wright noted that will be 
pushed back because the vendors are limited and was hoping to use one of the vendors that 
provided a proposal for repairing the gate. I reached out to them and they were unhappy that we 
have not used their services after they provided proposals and refuse to provide anymore 
proposals. Mr. Cordova asked about a proposal from Guardian to do it, right? Mr. Jarett stated 

10 


February 13,2024 
VillaSol CDD 

ELEVENTH ORDER OF BUSINESS 
Next Meeting Date -March 19, 2024, at 
5:00PM 

Mr. Showe stated the next meeting date will be on March 19,2024, at 5:00 p.m. 

TWELFTH ORDER OF BUSINESS 
Adjournment 

On MOTION by Mr. Perez, seconded by Mr. Gagnon, with all in 
favor, the meeting was adjourned. 


~Assistant Secretary 


12