1-8-14 Agenda - Arlington Ridge CDD
Transcription
1-8-14 Agenda - Arlington Ridge CDD
ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT REGULAR MEETING AGENDA January 8, 2014 Arlington Ridge Community Development District 6131 Lyons Road, Suite 100●Coconut Creek, Florida 33073 Phone: (954) 426-2105●Fax: (954) 426-2147●Toll-Free: (877) 276-0889 January 2, 2014 Board of Supervisors Arlington Ridge Community Development District ATTENDEES: Please identify yourself each time you speak to facilitate accurate transcription of meeting minutes. Dear Board Members: A Regular Meeting of the Arlington Ridge Community Development District’s Board of Supervisors will be held on Wednesday, January 8, 2014, at 2:00 p.m., at Fairfax Hall, 4475 Arlington Ridge Boulevard, Leesburg, Florida 34748. The agenda is as follows: 1. Call to Order/Roll Call 2. Public Comments 3. Discussion/Consideration of Long-Term Capital Reserve Study Report Proposal from Dreux Isaac & Associates, Inc. 4. Discussion/Consideration of Short-Term Capital Improvement Projects/Proposals 5. Discussion: Landscape Easement Behind Homes Along Heritage Trail 6. Discussion: Year in Review 7. Consideration of Resignation of Supervisor Ian McKeown [Seat 5] (to be provided under separate cover) 8. Consideration of Appointment to Fill Unexpired Term of Office [Seat 5] Term Expires November 2014 Administration of Oath of Office to Newly Appointed Supervisor (the following to be provided in separate package) A. Guide to Sunshine Amendment and Code of Ethics for Public Officers and Employees B. Membership, Obligations and Responsibilities C. Financial Disclosure Forms i. Form 1: Statement of Financial Interests ii. Form 1X: Amendment to Form 1, Statement of Financial Interests iii. Form 1F: Final Statement of Financial Interests Board of Supervisors Arlington Ridge Community Development District January 8, 2014 Regular Meeting Agenda Page 2 9. Approval of Minutes A. November 13, 2013 Workshop B. November 21, 2013 Continued Meeting C. December 2, 2013 Workshop D. December 2, 2013 Regular Meeting 10. Other Business 11. Staff Reports A. B. C. Attorney i. Update: SPE Activities ii. Consideration of Ratification of Forbearance Agreement iii. Consideration of Ratification of O&M Payment Agreement iv. Consideration of Ratification of Lease Agreement v. Consideration of Ratification of F&B Funding Agreement Amendment Manager i. Approval of Unaudited Financial Statements as of November 30, 2013 ii. Operational Report iii. NEXT MEETING: February 5, 2014 at 2:00 P.M. On-Site Administrator 12. Supervisors’ Requests and Public Comments 13. Adjournment Should you have any questions, please do not hesitate to contact me directly at (239) 464-7114. Sincerely, Chesley “Chuck” Adams, Jr. District Manager FOR BOARD MEMBERS AND STAFF TO ATTEND BY TELEPHONE: CALL IN NUMBER: 1-888-354-0094 CONFERENCE ID: 8593810 First Time Reserve Study Report Proposal Page 1 of 2 DATE: December 17, 2013 (Proposal is valid for 6 months from this proposal date.) CLIENT: Arlington Ridge Community Development District 4643 Arlington Ridge Boulevard, Leesburg, FL 34748 PROPERTY: Arlington Ridge Community Development District 4643 Arlington Ridge Boulevard, Leesburg, FL 34748 INTRODUCTION: Dreux Isaac & Associates, Inc. will perform a First Time Reserve Study of the property listed in this proposal. The Reserve Study Report we prepare for each property will contain two methods for calculating reserve contributions. The first method, a straight line component plan, includes a detailed categorized reserve component schedule which lists every reserve component, its’ current cost, life expectancies, accumulated cash balance, the unfunded balance and recommended contribution amount. The second method, a thirty-year cash flow plan, includes the same reserve component list, but calculates the reserve contribution based on combined reserve expenditures over a thirty-year period, factoring in interest and inflation. Each First Time Reserve Study Report will contain a summary of findings and recommendations, the two methods of calculating reserve contributions previously described, supporting charts and graphs as well as property photographs and general reserve information. The report will also comply with auditing guidelines from the American Institute of Certified Public Accountants, which require full disclosure on the adequacy of reserves. SCOPE OF WORK: On-Site Survey – We will perform an on-site survey of the property listed in this proposal. While on-site, we will meet with available personnel (manager, maintenance engineer, board/committee members, etc.) to discuss specific reserve concerns. We will then identify the reserve components and collect specific information on each including age, history, quantity and condition. Photographs and measurements will be taken as needed. Physical Analysis – We will research relevant background information on the property, review past reserve related work and, if necessary, contact those involved. We will also investigate any possible reserve requirements. A takeoff of information will be performed from available construction drawings. Current repair and/or replacement costs for each reserve component will be estimated. Useful and remaining life expectancies for each reserve component will then be projected. Financial Analysis – We will input current reserve financial data including budget contributions and fiscal year end balances. From there future reserve contribution amounts will be calculated. Finally we will analyze, adjust and finalize study findings and recommendations. Report Preparation – We will prepare and send to the client two bound and tabbed color presentation copies of each report and one unbound photocopy of each report. (Additional color presentation copies are available. Contact our office for cost.) Each Reserve Study Report will include a summary of recommendations and findings, a straight line segregated reserve component plan and schedule, a thirty year cash flow plan and schedule, supporting charts, graphs and property photographs. DREUX ISAAC & ASSOCIATES, INC. ● 10151 UNIVERSITY BLVD., STE. 323 ● ORLANDO, FL 32817 ● 800.866.9876 ● 407.695.5226 ● FAX 407.695.3865 First Time Reserve Study Report Proposal December 17, 2013 Arlington Ridge Community Development District 4643 Arlington Ridge Boulevard, Leesburg, FL 34748 Page 2 of 2 UPDATE REPORT: For future years (and budgets) clients who have had a First Time Reserve Study Report prepared by our firm will have the open-ended option of requesting a Reserve Study Update Report. In each update report, any reserve related changes made to property since the time the last report was prepared will be reviewed. Based on the latest available data, all reserve component costs and life expectancies will be adjusted accordingly. Current financial data will be entered in and a new analysis will be performed. The update report will be prepared in our office without an on-site visit. Future site visits may be recommended when substantial changes are made to the property and/or to observe the present condition and rate of deterioration of the reserve components. FEES: First Time Reserve Study Fee: $4500.00 First Year Update Fee: $900.00 The First Year Update Fee is an open option for the client, and shown for information purposes only. Acceptance of this proposal does not include acceptance of the First Year Update Reports. FEE PAYMENT: The First Time Reserve Study fee payment is as follows: 50% is due upon completion of the on-site visual observation inspection portion of the work. The remaining 50% balance is due upon the client’s receipt of the pdf. After 30 days, payment will be considered “past due”. After 90 days, any past-due payment will be considered in default and the account will be turned over for collection. The client will be responsible for any and all reasonable costs incurred by Dreux Isaac & Associates, Inc. in the collection of their unpaid past due fees including attorney fees. TIME FRAME: As of this proposal date, the estimated starting time frame for the work proposed will be in March/April of 2014. CONTRACTOR: Dreux Isaac & Associates, Inc. 10151 University Blvd., Suite 323, Orlando, FL 32817 December 17, 2013 Dreux Isaac, President ACCEPTED: Date Arlington Ridge Community Development District Authorized Signature Date Name (Please Print) Position/Title Thank you for the opportunity to present this proposal. DREUX ISAAC & ASSOCIATES, INC. ● 10151 UNIVERSITY BLVD., STE. 323 ● ORLANDO, FL 32817 ● 800.866.9876 ● 407.695.5226 ● FAX 407.695.3865 Partial Client List Southeast Florida 1000 Island Boulevard, Aventura 1680 Michigan, Miami Beach 18101 Collins Avenue, Sunny Isles Beach 2080 Ocean Drive, Hallandale 2800 Island Boulevard, Williams Island 4000 Island, Aventura 5000 Bayview, Fisher Island 5100 Bayview, Fisher Island 5600, Miami Beach 70 Park Drive at Bal Harbour, Bal Harbour 7400 Oceanside, Fisher Island 7600 Oceanside, Fisher Island Acqualina, Sunny Isles Admiral Towers, Miami Beach Admirals Cove Master POA, Jupiter Alexandra Village, Boynton Beach Andalusia, Coral Gables Apogee, Miami Beach Atlantic Coral Harbor, Islamorada Atlantic II at the Point, Aventura Atlantic III at the Point, Aventura Avant Garde, Hallandale Bayside Village East, Fisher Island Bayside Village, Fisher Island Bayview No One, Fisher Island Bayview No Three, Fisher Island Bayview No Two, Fisher Island Beach Club Three, Hallandale Beach Beach Club Villas II, North Miami Beach Bel-Aire On The Ocean, Miami Beach Bellavista Village, Boynton Beach Biltmore II, Coral Gables Blue & Green Diamond Master, Miami Beach Blue Diamond, Miami Beach Boynton Lakes North, Boynton Beach Brickell Bay Club, Miami Brickell East, Miami Brickell Mar, Miami Brickell Place Phase II, Miami Brickell Town House, Miami Canada House Beach Club, Pompano Beach Carbonell, Miami Carrington at Coconut Creek, Coconut Creek City Place Tower, West Palm Beach Coastal Towers, Sunny Isles Beach Coconut Bay Resort, Ft Lauderdale Coconut Mallory Marina and Resort, Key West Continuum on South Beach Master, Miami Beach Continuum on South Beach South Tower, Miami Beach Coral Ridge Towers South, Ft Lauderdale Coronado , Aventura Country Walk Estate Homes, Miami Country Walk Master, Miami Country Walk Patio Homes, Miami Courts Brickell Key, Miami Courvoisier Courts, Miami Cypress Bend VII, Pompano Beach Cypress Head Club, Parkland Cypress Lake of Martin County, Palm City Cypress Lakes Master, West Palm Beach Diamante Village, Boynton Beach Emerald Pointe Community, Delray Beach Ensenada, Aventura Excellente Village, Boynton Beach Fairways at Mariner Sands, Stuart Finnish-American Rest Home, Lake Worth First Sunrise LC, West Palm Beach Forest Ridge Master, Davie Gables Point I, Miami Gables Point II, Miami Dreux Isaac & Associates, Inc. Gables Point III, Miami Gables Point Reclands Master, Miami Galeria, Miami Beach Giardino Village, Boynton Beach Golden Lakes Village A, West Palm Beach Green Diamond, Miami Beach Grove Isle, Coconut Grove Grovenor House, Coconut Grove Gulfstream, Boynton Beach Hammocks Community, Miami Hamptons South, Aventura Harbor Club South Bldg No 1, Marathon Harborview, Fisher Island ICON, Miami Beach Illustre Village, Boynton Beach Imagination Farms Community, Davie Imperial at Brickell, Miami Jackson Tower Las Olas, Ft Lauderdale Jade Residences at Brickell Bay, Miami Jefferson Corners at Heritage Ridge, Stuart Kings Creek South, Miami Kings Point Imperial, Sunny Isles Beach La Tour, Miami Beach Lago Del Rey 2, Delray Beach Lago Del Rey Central Maint, Delray Beach Lago Del Reyminiuim 10, Delray Beach Lake Emerald, Oakland Park Lake Tower, Key Biscayne Lake Villa Three, Key Biscayne Lake Villa Two, Key Biscayne Lake Villa, Key Biscayne Lakeridge Townhomes, Miami Lakes of the Meadow Master, Miami Lakes of the Meadow Neighborhoods, Miami Las Salinas, Key West Le Club International, Ft Lauderdale LExcellence, Miami Beach LHermitage II, Ft Lauderdale Lucente Village, Boynton Beach Maison Grande, Miami Beach Majestic Isles, Boynton Beach Marbella of Miami, Miami Marina Village No Three, Fisher Island Marina Village No Two, Fisher Island Marina Village, Fisher Island MarinaBlue, Miami Mariner Village Gardens, Aventura Michael-Ann Russell Jewish Community Ctr, N Miami Bch Millennium, Sunny Isles Beach Mizner Court, Boca Raton Mizner Place at Weston Town Center, Weston Mizner Tower, Boca Raton Mizner Village Maintenance, Boca Raton Moorings at Lantana No Three, Lake Worth Moors Pointe, Miami Murano Grande at Portofino Master, Miami Beach Murano Grande at Portofino, Miami Beach Mystic Pointe Tower 300, Aventura Mystic Pointe Tower 500, Aventura Mystic Pointe Tower 600, Aventura Mystic Pointe Townhouses, North Miami Beach Neo Lofts, Miami Nola Lofts I, Ft Lauderdale North Tower at the Point, Aventura Northtree Community, Lake Worth Nuriver Landing, Ft Lauderdale Oasis Singer Island, Singer Island Ocean Club Community, Key Biscayne Ocean Club Jupiter, Jupiter Ocean Three, Sunny Isles Beach Ocean Trail No II, Jupiter Ocean Two, Sunny Isles Beach Page 1 of 7 Oceania V, Sunny Isles Oceanside No Five, Fisher Island Oceanside No Four, Fisher Island Oceanside No Three, Fisher Island Oceanside No Two, Fisher Island Oceanside, Fisher Island Old Port Cove Lake Point Tower, N Palm Beach Old Port Cove Towers, North Palm Beach One Royal Palm Way, Palm Beach Palm Beach Shores Resort, Palm Beach Shores Palm-Aire Country Club No 6, Pompano Beach Palmetto Place at Mizner Park, Boca Raton Park Place, Pembroke Pines Pembroke Cove Apts, Pembroke Pines Pembroke Falls, Pembroke Pines Phoenix Towers, Singer Island Pipers Landing Garden Apts Area Nine, Palm City Pipers Landing Garden Apts Area Three, Palm City Pipers Landing POA, Palm City Pipers Landing, Palm City Plantation Beach Club, Stuart Platina Community Master, Boynton Beach Playa Del Sol, Ft Lauderdale Plaza Del Prado, North Miami Beach Plaza of Bal Harbour, Bal Harbour Poinciana Island Yacht and Racquet Club, Sunny Isles Porta Bella Yacht & Tennis Club, Boca Raton Porto Vita POA, Miami Portofino Tower, Miami Beach Portofino/South Pointe Master, Miami Beach Portsview at The Waterways Harbor Towers, Aventura Portsview at The Waterways Harborside, Aventura Portsview at The Waterways Master, Aventura Portsview at The Waterways Tower 1, Aventura Portsview at The Waterways Townhomes, Aventura Presidential Place, Boca Raton Puerta De Palmas, Coral Gables Quadomain, Hollywood Regent Park, Hollywood Resort Villa One, Key Biscayne Resort Villa, Key Biscayne Runaway Bay Apts, Ft Lauderdale Sandy Lane Master, Miami Beach Sea Air Towers, Hollywood SeaSide Residences, Key West Seaside Villas, Fisher Island Seaside, Fisher Island Sherwood Lakes, Lake Worth Shoma Homes Keys Gate, Homestead Silver Seas Beach Club, Ft Lauderdale Skyline on Brickell, Miami Snapper Creek Townhouse, Miami Snug Harbor Yacht Club, Stuart South Bay Club, Miami Beach South Pointe Towers I, Miami Beach Stratford Arms, Boca Raton Summerspell, Miramar Beach Summit Tower, Hollywood Beach Sunset Harbour North, Miami Beach Sunset Trace, Palm City Symphony Master, Ft Lauderdale The 2100, Palm Beach The 3560, Palm Beach The Admirals Walk, Boca Raton The Amethyst, Miami Beach The Beresford, Boca Raton The Carriage Club North, Miami Beach The Coconut Grove Bayshore, Coconut Grove The Courtyards at The Point, Aventura The Courtyards in Cityplace, West Palm Beach The Crossings, Miami The Emeraldbay at Key Colony, Key Biscayne www.dia-corp.com Partial Client List The Floridian of Miami Beach, Miami Beach The Gables and Club, Coral Gables The Golf Village at Admirals Cove Master, Jupiter The Jockey Club Apt, Miami The Lands of The President Two, W Palm Beach The Loxahatchee Club, Jupiter The Marina at the Bluffs, Jupiter The Metropolitan, Miami The Moors Master Maintenance, Miami The of Harbour Isles, North Palm Beach The Palm Yacht Beach Club, Lauderdale By The Sea The Palms 2100 Master, Ft Lauderdale The Palms 2100 Tower One, Ft Lauderdale The Palms 2100 Tower Two, Ft Lauderdale The Palms 2100 Townhouses, Ft Lauderdale The Palms of Islamorada, Islamorada The Parc, Aventura The Point of Aventura Maintenance, Aventura The Prado, West Palm Beach The Ridges Maintenance, Weston The Tides, Hollywood The Village of Stuart, Stuart The Waterfront on the Ocean, Juno Beach The Yacht Club at Portofino, Miami Beach The Yacht Club, Aventura Three Tequesta Point, Miami Tiffany Lakes, Mangonia Park Tivoli Trace, Deerfield Beach Toscano, Miami Town Park Village No 1, Miami Turnberry Ocean Colony S Twr, Sunny Isles Beach Turnberry on the Green, Aventura Tuscany No 6, Miramar Vacation Village at Bonaventure Master, Weston Vacation Village at Bonaventure, Weston Vacation Village at Weston, Weston Vacation Village Registration, Weston Venetia, Miami Venetian Palms, Miami Villa Regina, Miami Village Homes Maintenance, Miami Waterview, Aventura Willoughby Community, Stuart Willoughby Golf Club, Stuart Windchime Lakes, Boynton Beach Yorktown POA, Hobe Sound Southwest Florida Acadia II, Sun City Center Acadia, Sun City Center Admirals Bay, Ft Myers Beach Admiralty Point, Naples Aloha Kai, Sarasota Alta Mar, Ft Myers Amberwood Lake, Ft Myers Andover A of Kings Pointe, Sun City Center Andover B of Kings Point, Sun City Center Andover C, Sun City Center Andover D of Kings Point, Sun City Center Andover E of Kings Point, Sun City Center Andover F of Kings Point, Sun City Center Andover G, Sun City Center Andover H of Kings Point, Sun City Center Andover I of Kings Point, Sun City Center Anna Maria, Cape Coral Ariel, Ft Myers Avalon Bay, Ft Myers Bahia Del Sol, Ruskin Ballantrae, Sarasota Barefoot Pelican, Naples Bay Colony Community, Naples Dreux Isaac & Associates, Inc. Bay Colony Golf Club, Naples Bay Colony Shores POA, Naples Bay Forest, Naples Bay Harbor Community, Bonita Springs Bay Harbor, Ft Myers Bay Hollow, Bradenton Bay Isles, Longboat Key Bay Plaza, Sarasota Bay Pointe at Bonita Bay, Bonita Springs Bay Village Club, Ft Myers Beach Bays Bluff, Sarasota Bayshore Regency, Tampa Bayshore, Cape Coral Bayshores of Vanderbilt Beach, Naples Bayview Homes I, Sarasota Baywood Colony Southwood Apts I, Sarasota Beach Terrace, Sarasota Beach View at Boca Bay, Boca Grande Beach Villas III, Captiva Beachway, Sarasota Bedford A, Sun City Center Bedford B, Sun City Center Bedford C, Sun City Center Bedford D, Sun City Center Bedford E, Sun City Center Bedford F, Sun City Center Bedford G, Sun City Center Bedford H, Sun City Center Bedford J, Sun City Center Beechwood Cove, Sarasota Bellavista at Gulf Harbour Yacht & Country Club, Ft Myers Bermuda Club, Ft Myers Bermuda Pointe, Bonita Springs Bird Bay Community, Venice Bird Bay Village Phase 1, Venice Bird Bay Village Phase 2, Venice Bird Bay Village Phase 4, Venice Bird Bay Village Phase 5, Venice Blackburn Harbor, Osprey Blind Pass, Sanibel Boathouse on Longboat, Longboat Key Boca Bay Master, Boca Grande Boca Bay Pass Club, Boca Grande Boca Grande Health Clinic Foundation, Boca Grande Boca Grande Health Clinic, Boca Grande Boca Grove, Bradenton Boca Vista at Burnt Store Lakes, Punta Gorda Bonita Beach Club, Bonita Springs Brandywine, Ft Myers Brenson Mar, Cape Coral Brookfield, Sun City Center Brookshire Village I, Ft Myers Brookshire Village II, Ft Myers Brookshire Village IV, Ft Myers Calais at Pelican Bay, Naples Caloosa Isles II, Ft Myers Cambridge A, Sun City Center Cambridge B, Sun City Center Cambridge C, Sun City Center Cambridge E, Sun City Center Cambridge F, Sun City Center Cambridge H, Sun City Center Cambridge I, Sun City Center Cambridge J, Sun City Center Cambridge K, Sun City Center Cambridge L, Sun City Center Cambridge M, Sun City Center Cane Palm Beach, Ft Myers Beach Canton Court D, Sun City Center Captains Bay North One, Ft Myers Beach Captains Bay North Two, Ft Myers Beach Captains Bay South, Ft Myers Beach Page 2 of 7 Captains Harbour, Cape Coral Cardinal Cove, Ft Myers Carrington Place, Sarasota Casa Del Sol, Sarasota Casa Ybel Beach and Racquet Club Phase IJK, Sanibel Casa Ybel Resort Limited Partnership, Sanibel Casarina, Sarasota Castel Del Mare, Sarasota Cedar Hammock Golf & Country Club, Naples Chandlers Forde, Sarasota Chiltington Court, Naples Cinnamon Cove Terrace I, Ft Myers Cinnamon Cove Terrace III, Ft Myers Clipper Bay, Cape Coral Clipper Cove Village, Ft Myers Clipper Cove Village, Punta Gorda Club Brittany at Park Shore, Naples Club Harbour, Cape Coral Club Regency, Marco Island Cobblestone Court I, Naples Colonial Wests, Ft Myers Colony Bay One, Tampa Condo of Sand Cay, Longboat Key Coral Del Rio, Cape Coral Coreys Landing, Longboat Key Corinth, Sun City Center Corkscrew Woodlands, Estero Coronado, Ft Myers Country Pines of North Fort Myers, N Ft Myers Countryside Master, Naples Courtside Landings, Punta Gorda Courtyard Landings III, Punta Gorda Courtyard Landings, Punta Gorda Crescent Arms, Sarasota Crescent Beach, Marco Island Crescent Royale, Sarasota Crossings II at Bonita Bay, Bonita Springs Cypress Lake Country Club, Ft Myers Cypress Lake Estates, Ft Myers Cypress Lake Gardens, Ft Myers Deer Creek Community, Sarasota Devonshire, Sun City Center Dolphin Towers, Sarasota Dolphin Watch, Ft Myers Beach Dorchester A of Kings Point, Sun City Center Dorchester B of Kings Point, Sun City Center Dorchester C of Kings Point, Sun City Center Dorchester D of Kings Point, Sun City Center Eagle Creek Golf & Country Club, Naples Eagles Nest at Bonita Bay, Bonita Springs Eagles Nest, Marco Island Eagles Point at the Landings III, Sarasota Eden House, Ft Myers Beach Edinburgh, Sun City Center Egret Landing at Tampa Bay, San Antonio Egrets Landing at Bonita Bay, Bonita Springs Emerald Cove at Cape Coral Community, Cape Coral Emerald Pointe, Punta Gorda en Provence, Longboat Key Enclave at Palmira I, Bonita Springs Enclave Neighborhood, Bonita Springs Enclave of Naples, Naples Englewood Beach, Englewood Estero Bayside, Ft Myers Beach Estero Sands, Ft Myers Beach Fairbourne, Sun City Center Fairfield A, Sun City Center Fairfield B, Sun City Center Fairfield C, Sun City Center Fairfield D, Sun City Center Fairfield E, Sun City Center Fairfield F, Sun City Center www.dia-corp.com Partial Client List Fairfield G, Sun City Center Fairfield H, Sun City Center Fairway Bay Common Shared Facility, Longboat Key Fairway Bay I, Longboat Key Fairway Bay II, Longboat Key Fairway Bay III, Longboat Key Fairway Trace at Peridia II, Bradenton Fairway Villas Property, North Port Fairway Woods, Sarasota Falling Waters Master Rec Facilities, Naples Falling Waters Master, Naples First Lido, Sarasota First Presbyterian Church of Naples, Naples First United Methodist Church, Ft Myers Forest Glen Golf & Country Club Master, Naples Four Winds Marina North, Bokeelia Four Winds Marina, Bokeelia Foxfire Community, Naples Foxmoor, North Ft Myers Gateway Golf & Country Club, Ft Myers Glades Golf & Country Club, Naples Glades Golf and Country Club, Naples Gladiolus Gardens Rec and Maint, Ft Myers Gladiolus Gardens Section V, Ft Myers Gladiolus Gardens Section X, Ft Myers Gladiolus Gardens Section XI, Ft Myers Glen Eagle Golf & Country Club, Naples Glen Oaks Manor Home, Sarasota Gleneagles IV, Naples Gloucester A, Sun City Center Gloucester B, Sun City Center Gloucester C, Sun City Cetner Gloucester D, Sun City Center Gloucester E, Sun City Center Gloucester F, Sun City Center Gloucester G, Sun City Center Gloucester H, Sun City Center Gloucester J, Sun City Center Gloucester K, Sun City Center Gloucester L, Sun City Center Gloucester M, Sun City Center Gloucester N, Sun City Center Gloucester P, Sun City Center Gramercy, Naples Grand Bay/LBK Community, Longboat Key Grand Bay/LBK I, Longboat Key Grand Bay/LBK II, Longboat Key Grand Bay/LBK III, Longboat Key Grand Bay/LBK IV, Longboat Key Grand Bay/LBK V, Longboat Key Grand Bay/LBK VI, Longboat Key Grand Vista at Riverwood, Port Charlotte Grande Bay at Boca Bay, Boca Grande Grantham, Sun City Center Greenbriar VI at Bonita Bay, Bonita Springs Greengate Community, Ft Myers Greengate IV, Ft Myers Gulf Reflections, Ft Myers Gulf Sandss of Mansota Key, Englewood Hacienda de Ybor Apt Community, Tampa Hacienda Villas, Tampa Hamilton Club, Sarasota Hammock Isle at Bonita Bay, Bonita Springs Harbor Isles, Venice Harbor Place at Peppertree, Ft Myers Harborshore at Boca Bay, Boca Grande Harborside at Boca Bay, Boca Grande Harbortown, Ft Myers Harbour Court, Longboat Key Harbour Landings Estates, Cortez Harbour Landings, Ft Myers Harbour Links, Ft Myers Dreux Isaac & Associates, Inc. Harbour Pointe, Ft Myers Beach Harbourtowne, Cape Coral Heather Ridge II of Brookshire, Ft Myers Heritage Oaks Golf & Country Club, Sarasota Heritage Palms Golf & Country Club, Ft Myers Hibiscus Pointe, Ft Myers Beach Hickory Shores, Bonita Beach Hidden Harbour One, Ft Myers High Point Country Club Group Eleven, Naples High Point Country Club Group Fourteen, Naples High Point Country Club Group One, Naples High Point Country Club Group Ten, Naples High Point Country Club Group Two, Naples High Point Country Club, Naples Highgate A, Sun City Center Highgate B, Sun City Center Highgate C, Sun City Center Highgate D, Sun City Center Highgate E, Sun City Center Highgate F, Sun City Center Highgate II, Sun City Center Highgate III, Sun City Center Highgate IV, Sun City Center Highland Woods Golf & Country Club, Bonita Springs Hudson Harbour, Sarasota Huntington at Sun City Center, Sun City Center Huron Cove, Marco Island Hurricane House, Sanibel Idlewood, Sun City Center Inn On The Beach, Longboat Key Insurance Service of Sarasota, Osprey Inverness at Sun City Center, Sun City Center Ironwood Business Park, Sarasota Island Beach, Ft Myers Beach Island Pines Recreation, Ft Myers Beach Island Reef, Ft Myers Beach Island Winds Bath and Racquet Club, Ft Myers Beach Jameson, Sun City Center Japanese Gardens, Venice Jetty Villas, Venice Kahlua, Ft Myers Beach Kelly Greens Community IV, Ft Myers Kelly Greens Single Family I, Ft Myers Kelly Greens Terrace V, Ft Myers Kelly Greens Verandas I, Ft Myers Kelly Greens Verandas II, Ft Myers Kelly Greens Verandas III, Ft Myers Kelly Greens Verandas IV, Ft Myers Kelly Greens Verandas V, Ft Myers Kelly Greens Verandas VI, Ft Myers Kelly Greens Verandas VII, Ft Myers Kensington, Sun City Center Key Harbour, Ft Myers Key Royal, Naples Kings Point, Sun City Center Kingsmere, Sarasota Kingston Arms, Sarasota Krain Residence, Longboat Key La Bellasara, Sarasota La Firenza, Longboat Key Lake Louise, Cape Coral Lake Pointe Apts Ltd, Tampa Lakebridge, Bradenton Lakemont Cove, Bonita Springs Lakeshore Village, Sarasota Lakeside Vista, Ft Myers LAmbiance at Longboat Key Club, Longboat Key Lancaster I, Sun City Center Lancaster II, Sun City Center Lancaster III, Sun City Center Lancaster IV, Sun City Center Laurel Villas, Venice Page 3 of 7 Le Ciel Park Tower, Naples LElegance on Lido Beach, Sarasota Lido Beach Club, Sarasota Lido Towers, Sarasota Limetree Beach Resort, Sarasota Linkside Village I, Port Richey Little Hickory Bay, Bonita Springs Longboat Beachcomber, Longboat Key Longboat Terrace, Longboat Key Longboat Village, Ft Myers Longshore Lake Foundation, Naples Lovers Key Beach Club, Ft Myers Beach Lyndhurst, Sun City Center Manchester I, Sun City Center Manchester II, Sun City Center Manchester III, Sun City Center Manchester IV, Sun City Center Manhattan Palms, Tampa Mansion La Palma at Bay Colony, Naples Marina Bay, Longboat Key Marina Del Sol, Sarasota Marina North Shore, Punta Gorda Marina Terrace, Ft Myers Marina Village at Snug Harbor, Ft Myers Beach Marinatown Village A, Ft Myers Mariner Pointe, Sanibel Mariners Boathouse and Beach Resort, Ft Myers Beach Mariners Cove, Naples McGregor Woods, Ft Myers Meadowlake, Sarasota Merano at the Colony, Bonita Springs Meridian at the Oaks Preserve Commons, Osprey Meridian I at The Oaks Preserve, Osprey Meridian II at The Oaks Preserve, Osprey Meridian III at The Oaks Preserve, Osprey Meridian IV at The Oaks Preserve, Osprey Meridian V at The Oaks Preserve, Osprey Meridian VI at The Oaks Preserve, Osprey Midnight Cove II, Sarasota Midnight Cove, Sarasota Miromar Lakes Master, Estero Mission Lakes of Venice, Venice Mission Monterey, Ft Myers Mont Claire at Pelican Marsh, Naples Myerlee Manor, Ft Myers Nantucket I, Sun City Center Nantucket II, Sun City Center Nantucket III, Sun City Center Nantucket IV, Sun City Center Nantucket V, Sun City Center Naples Four Winds, Naples Naples Heritage Golf & Country Club, Naples Naples Lakes Country Club, Naples New Approach, Ft Myers North Bay, Boca Grande North Shore Place, North Ft Myers North Village, Boca Grande Office Buildings, LeHigh Old Bridge Village Co-op, North Ft Myers Orchid Beach Club Residences, Sarasota Oxford I, Sun City Center Oxford II, Sun City Center Paddle Creek, Ft Myers Palm Avenue Baptist Tower, Tampa Palm Harbor Club at Bay Beach, Ft Myers Beach Palmetto Ridge at the Brooks, Bonita Springs Park Plaza, Naples Park Shore Resort, Naples Park View III, Cape Coral Pavese GarnerAttorney at Law, Ft Myers Pavilion Club, Naples Pelican Bay Foundation, Naples www.dia-corp.com Partial Client List Pelican Cove, Sarasota Pelican Marsh Golf Club, Naples Pelican Watch, Ft Myers Beach Peppertree Bay, Siesta Key Pine Grove, Ft Myers Pinebrook-Ironwood Recreation, Bradenton Pipers Grove, Naples Plantation Beach Club II, Captiva Plantation Beach Club III, Captiva Plantation Beach Club, Captiva Plantation Beach Club, Port Charlotte Plantation House, Captiva Plantation Village of Sanibel, Sanibel Pointe Estero, Ft Myers Beach Porta Vecchio at Mediterra Neighborhood, Naples Portobello, Longboat Key Ports of Iona, Ft Myers Portsmith, Sun City Center Princess Del Mar, Marco Island Princeton, Sun City Center Promenade, Longboat Key Prosperity Point Master, Punta Gorda Provincetown, Ft Myers Quail Creek Village Foundation, Naples Radison I, Sun City Center Radison II, Sun City Center Raintree Village No 4, Temple Terrace Raintree Village POA, Temple Terrace Reflection Lakes Master, Ft Myers Reflection Lakes Two, Ft Myers Regatta Pointe, Palmetto Regency House, Sarasota RHC Master, Valrico River View Villas, Cape Coral Rivers Edge 2, Ft Myers Rivers Edge 3, Ft Myers Riverside Yacht Club Estates, Ft Myers Riverwalk Cove, Ft Myers Riviera Club Village, Sarasota Riviera Club, Ft Myers Beach Rosewood at the Gardens, Sarasota Royal Beach Club, Ft Myers Beach Royal Vista, Cape Coral Royal Wood Master, Naples Ruby at Sunstone, Naples San Carlos Springs, Ft Myers San Marino Bays, Tampa Sanctuary I at Longboat Key Club, Longboat Key Sanctuary II at Longboat Key Club, Longboat Key Sanctuary III at Longboat Key Club, Longboat Key Sanctuary IV at Longboat Key Club, Longboat Key Sandalfoot, Sanibel Sandpiper Apts, Venice Sanibel Beach Club, Sanibel Sanibel Harbour Tower South, Ft Myers Sanibel Siesta Apt, Sanibel Sarabande, Sarasota Sarasota Harbor East Apts, Sarasota Saturnia Lakes, Naples Savannah at Turtle Rock, Sarasota Savannah Trace, Tampa Sea Isles of Bonita Beach, Bonita Springs Seagrove at Siesta Key, Siesta Key Seascape of Little Hickory Island, Bonita Springs Seawatch, Ft Myers Beach Senior Friendship Centers, Naples Senior Friendship Centers, Sarasota Senior Friendship Centers, Venice Serenade on Palmer Ranch, Sarasota Seven Lakes, Ft Myers Shorewood of Sanibel, Sanibel Siesta Towers, Sarasota Dreux Isaac & Associates, Inc. Silver King, Boca Grande Silverleaf at Seven Oaks, Wesley Chapel Smugglers Cove, Ft Myers Beach Snug Harbor, Sanibel Solamar, Naples Somerset Cay, Sarasota South Bay at Boca Bay, Boca Grande South Gate Village Green Section Four, Sarasota South Pointe Villas Master, Ft Myers South Pointe Villas Phase II, Ft Myers South Pointe Villas Phase III, Ft Myers South Pointe Villas Phase IV, Ft Myers South Seas Club, Captiva Southampton I, Sun City Center Southampton II, Sun City Center Spanish Main Yacht Club, Longboat Key Spring Lake Community, Ft Myers Spring Lake II, Ft Myers Spring Lake, Ft Myers SRQ Park, Sarasota St Croix, Sanibel Island Steamboat Bend East, Ft Myers Stonebridge Country Club Community, Naples Stoneybrook Clubside South, Sarasota Stoneybrook Fairway Verandas I, Sarasota Stoneybrook Golf & Country Club, Sarasota Stoneybrook Greens Commons, Sarasota Stoneybrook Veranda Greens North I, Sarasota Stoneybrook Veranda Greens North II, Sarasota Stoneybrook Verandas I, Sarasota Strawberry Ridge, Valrico Summerlin Village, Ft Myers Sundial East, Sanibel Sundial of Sanibel, Sanibel Sunrise Bay Resort and Club, Marco Island Sunset Beach, Longboat Key Surfrider Beach Club, Sanibel Surfsong, Ft Myers Beach Surfwalk, Marco Island Tamarind Gulf and Bay, Englewood Tangerine Bay Club, Longboat Key TBM Properties & Smoot Properties, Ft Myers Terrace I at Lakeside Greens, Ft Myers Terrace II at Lakeside Greens, Ft Myers Terrace III at Lakeside Greens, Ft Myers Terraverde 1, Ft Myers Terraverde 2, Ft Myers Terraverde 3, Ft Myers Terraverde 4, Ft Myers Tessera, Sarasota The Alagon on Bayshore, Tampa The Bayou, Ana Maria The Beaches, Longboat Key The Boardwalk Caper III, Ft Myers Beach The Boardwalk Caper IV , Ft Myers Beach The Caper Beach Club, Ft Myers Beach The Castillian, Longboat Key The Club at Crystal Lake II, Ft Myers The Club at Crystal Lake III, Ft Myers The Club at Crystal Lake, Ft Myers The Club at Crystal Lake, Ft Myers The Club Pelican Bay, Naples The Cottages at South Seas Plantation, Captiva The Country Club of Naples, Naples The Embassy House, Sarasota The Enclave at Fiddlesticks Neighborhood, Ft Myers The Encore, Sarasota The Estates at Bay Colony Golf Club, Naples The Foundation of Pelican Marsh, Naples The Glasser-Schoenbaum Human Srvcs Ctr, Sarasota The Grande Riviera, Sarasota The Habitat, Marco Island Page 4 of 7 The Hamptons at Bonita Bay, Bonita Springs The Harbour Club at Lighthouse Bay, Bonita Springs The Heron at the Sanctuary III, Sanibel The Isles of Caloosa, Ft Myers The Isles Recreation, Ft Myers The Knolls of Kings Point II, Sun City Center The Knolls of Kings Point III, Sun City Center The Knolls of Kings Point, Sun City Center The Landings Carriagehouse, Sarasota The Landings Racquet Club, Sarasota The Landings Yacht Golf and Tennis Club, Ft Myers The Landings, Sarasota The Miles Building, Ft Myers The Monaco Beach Club, Naples The Moorings at Edgewater, Bradenton The Moorings Country Club, Naples The Oaks Preserve Management, Osprey The Olde Hickory Golf & Country Club, Ft Myers The Olde Hickory Verandas Common, Ft Myers The Olde Hickory Verandas I, Ft Myers The Olde Hickory Verandas II, Ft Myers The Olde Hickory Verandas III, Ft Myers The Olde Hickory Villas, Ft Myers The Players Club, Longboat Key The Regency, Ft Myers The Sanctuary at Longboat Key Club, Longboat Key The Sand Caper, Ft Myers Beach The Sanibel Cottages, Sanibel The Shore, Longboat Key The Shores at Gulf Harbour III, Ft Myers The Somerset, Marco Island The Strand at Bay Colony, Naples The Sun Caper, Ft Myers Beach The Surf Club of Marco, Marco Island The Venice Golf & Country Club Master, Venice The Villas at Deer Creek, Sarasota The Villas at Pinebrook, Bradenton The Water Club, Longboat Key The Waterfront at Main Street, Bradenton The Waterfront, Bradenton The Waterway, Bradenton The Woods at Pinebrook, Bradenton Tortuga Beach Club, Sanibel Town & River Phase One, Ft Myers Tremont I, Sun City Center Tremont II, Sun City Center Tuckaweye, Bonita Springs Turtle Rock Community, Sarasota Tuscana, Sarasota Tuscany Bay POA, Gibsonton University Park Community, University Park Vanderbilt Beach & Harbour Club, Naples Vanderbilt Gulfside, Naples Vasari Country Club Master, Bonita Springs Veinte, Longboat Key Venice Golf & Country Club, Venice Viking, Cape Coral Villa Capri, Ft Myers Villa Del Mar, Ft Myers Beach Villa Di Lancia, Longboat Key Villa La Palma, Naples Villa Palmeras at Prestancia, Sarasota Villa Serena, Riverview Village on Golden Pond at Breckenridge, Estero Village Walk, Sarasota Villas on Golden Beach, Venice Villeroy, Sun City Center Vistas on Beneva, Sarasota Vizcaya at Bay Colony, Naples Water Crest of Falling Waters, Naples Watercrest, Bradenton Wedgewood, Sanibel www.dia-corp.com Partial Client List Whiskey Creek Village Green Section Eight, Ft Myers Whiskey Creek Village Green Section Fourteen, Ft Myers Whiskey Creek Village Green Section Ten, Ft Myers Whiskey Creek Village Green Section Two, Ft Myers Whispering Sands, Sarasota White Sands Club, Naples Wilderness Country Club, Naples Wilderness, Naples Wildewood Springs, Bradenton Winding Oaks, Longboat Key Windsong, Bonita Beach Woodside Village West, Sarasota Worthington, Sun City Center Wyldewood Lakes, Ft Myers Central Florida 2100 Towers, Cocoa Beach 89 Oceanfront, Ormond Beach Alhambra at Poinciana, Kissimmee Alhambra Villas, Kissimmee Anthem Park, St Cloud Artesia Townhomes, Cape Canaveral Artesia, Cape Canaveral Artisan Club, Celebration Ashbury Park, Orlando Aspenwood at Grenelefe, Grenelefe Baldwin Park Commercial, Orlando Baldwin Park Commercial-NBD, Orlando Baldwin Park Commercial-Village Center, Orlando Baldwin Park Joint Committee, Orlando Baldwin Park Residential, Orlando Baldwin Park Residential-Cambridge, Orlando Baldwin Park Residential-Common, Orlando Baldwin Park Residential-ISSA 22, Orlando Baldwin Park Residential-ISSA 28, Orlando Baldwin Park Residential-Live/Work, Orlando Baldwin Park Residential-Recreation, Orlando Baldwin Park Residential-Rey City Homes 2, Orlando Baldwin Park Residential-Rey City Homes, Orlando Bali, Winter Garden Banana Bay, Cocoa Beach Beachwalker At Harbourside, South Pasadena Bear Creek Manufactured, Ormond Beach Bella Playa, Indian Shores Belleview Biltmore Villas Bayshore, Belleair Belleview Biltmore Villas Oak, Belleair Belleview Biltmore Villas South Garden, Belleair Bermuda Bay Beach, St Petersburg Bermuda Bay Club, Bradenton Beach Boca Ciega Residents, Largo Bouchelle Island I, New Smyrna Beach Breakaway Trails, Ormond Beach Bridgewater Neighborhood, Heathrow Briercliff Commons, Orlando Brookside Bluff, Zolfo Springs Bryans Spanish Cove, Orlando Cabana Club, Clearwater Cape Caribe, Cape Canaveral Carefree Country Club, Winter Haven Caya Costa Community, St Petersburg Centre Court Ridge, Reunion Chapman Lakes, Oviedo Chateaus at Magnolia Pointe, Clermont Ciega Cove, South Pasadena Clearwater Key, Clearwater Coconut Palms Beach Resort II, New Smyrna Beach Coconut Palms Beach Resort, New Symrna Beach Colony Surf, Clearwater Commodore Beach Club, Maderia Beach Coral Pointe at Harbourside, St Petersburg Corbett Development, Clearwater Dreux Isaac & Associates, Inc. Cranes Roost, Altamonte Springs Crescent Beach Club Two 8-A LLC, Clearwater Cristal, Indian Harbour Beach Cross Creek of Ocoee, Ocoee Crystal Lake, Palm Harbor Curlew Landings South, Indian Rocks Beach Cypress Creek Village Unit Two, Orlando Cypress Creek Village, Orlando Cypress Lakes Assoc & Big Cypress Golf, Lakeland Daytona Beach Riverhouse, Daytona Beach Devon Green Neighborhood, Heathrow Dunedin Pines, Dunedin Edgewater Harbor, Indian Shores Eloise Pointe Estates, Winter Haven Emerald Seas, Cocoa Beach Fairway Village Residents, Largo Florencia, St Petersburg Forest Lakes of Cocoa, Cocoa Forest Lakes, Oldsmar Fountain Beach, Daytona Beach Fountain Parke at Lake Mary, Lake Mary Foxhaven Neighborhood, Orlando Georgetown East, Safety Harbor Georgian Inn Beach Club, Ormond Beach Golfside Villas, Winter Park Grand Lake Resort, Kissimmee Greenbriar at Tuscawilla, Winter Springs Greystone Town Homes, Sanford Gulf Gate, St Petersburg Hampton Hills Estates, Debary Harbor Pointe, Titusville Hawks Landing at Pelican Bay, Daytona Beach Heathrow Lakes Maintenance, Heathrow Heathrow Master, Heathrow Heathrow Woods, Heathrow Heritage Crossing, Reunion Heron Cove, Lake Mary Hidden Springs, Altamonte Springs Highlands of Innisbrook, Palm Harbor Home of Palm Hill, Largo Hunters Creek Community, Orlando Hunters Creek Town Center POA, Orlando Hunters Creek Tract 181, Orlando Hyde Park, Winter Garden Images, Kissimmee Indian River Club, Rockledge Island Oaks of Merritt Island, Merritt Island Island Pointe of Merritt Island, Merritt Island Islander Beach Club, New Smyrna Beach Jameson Place, Rockledge Jefferson Green at Anthem Park, St Cloud Joyce Ann Apts, Pinellas Park Kingstown Reef, Orlando Knights Landing Apts, Orlando Lake Griffin Harbor, Leesburg Lake Ridge Villas S at Fleming Island, Orange Park Lake Underhill Ltd, Orlando Lasereno, Largo Lauren Manor West, Saint Petersburg Lemon Tree, Orlando Lighthouse Shores Townhomes, Ponce Inlet LOVO, Kissimmee Madeira Place, Madeira Beach Madeira Villa North, Ormond Beach Mai Kai, Orlando Majestic Park Homes, Seminole Mandalay Beach Club, Clearwater Mariners Pass, St Petersburg Maverick, Ormond Beach Middlebrook Pines, Orlando Moontide, New Smyrna Beach Mt Olive Shores Lot of Polk County, Polk City Page 5 of 7 Muirfield Village Neighborhood, Heathrow Normandy, Clearwater Oak Lake Park I & II, Clearwater Oaks Landing Ltd, Bartow Oakwater, Kissimmee Ocean Beach Club, New Symrna Beach Ocean Inlet Yacht Club, New Smyrna Beach Ocean Sands Beach Club, New Symrna Beach OceanQuest, Ponce Inlet Oceans Two, Daytona Beach Shores Oceanside Golf and Country Club, Ormond Beach Oleander Pointe, Cocoa One Kapok Terrace, Clearwater ORBIT, Kissimmee Osprey Pointe at Dolphin Cay, St Petersburg Palmas de Majorca, Cocoa Beach Park Lake Villas, Maitland Park Maitland Villas, Maitland Park West of Winter Park, Winter Park Parkshore Plaza, St Petersburg Parkway International, Kissimmee Pasadena Cove, South Pasadena Patriot Square, St Petersburg Pelican Bay Yacht Club Bldg A, Gulfport Pine Ridge at Lake Tarpon Village II, Tarpon Springs Plantation Bay Community, Ormond Beach Plantation Village I, Orlando Poinciana Golf Villas II, Kissimmee Pointe Alexis Recreation, Tarpon Springs Pointe West, New Port Richey Ponce de Leon Towers, New Smyrna Beach Princess, Madeira Beach Prospect Towers, Clearwater Punta Gorda Isles Section 22, Punta Gorda Ranger (Sailboat Key-Group III), South Pasadena Redington Towers No 1, Redington Shores Regency Green Neighborhood, Heathrow Reunion Grande, Reunion Riverside of DeBary, DeBary Riverside, Daytona Beach Riverwood Plantation, Port Orange Riverwoods, Titusville Royal Floridian Resort, Ormond Beach Royal Harbor POA, Tavares Ruby Lake, Winter Haven Salem Square, Palm Harbor Sand Dunes Oceanfront, Cape Canaveral Santa Maria, South Pasadena Savannah, South Pasadena SC, Ponce Inlet Scottish Highlands, Leesburg Sea Havens, Daytona Beach Shores Sea Villas IV, New Symrna Beach Sea Villas, New Symrna Beach Seaport Master, Cape Canaveral Seaside at Belleair II, Belle Air Seminole Garden Apts, Sanford Seminole Hill Villas, Seminole Seminole Woods Community, Geneva Seven Eagles, Reunion Seville 7, Clearwater Sheoah Highlands, Winter Springs Shipwatch Seven, Largo Shorehom By The Sea, New Smyrna Beach Silver Lake Resort, Kissimmee Solana Lake, Cape Canaveral Solana On The River, Cape Canaveral Solana Shores, Cape Canaveral South Bay, Orlando Southpoint of Daytona, Ponce Inlet Springwood Village, Longwood Spruce Creek POA, Port Orange www.dia-corp.com Partial Client List St Andrews, Oldsmar St Tropez IV, Clearwater Starlight Tower, St Petersburg Beach Stonebridge Commons Community, Orlando Stonebridge Maintenance, Heathrow Strathmore Gate East at Lake St George, Palm Harbor Sunisands Beach Club, New Symrna Beach Sunshine on Indian Shores, Indian Shores Sunshine Towers Apt Residences, Clearwater Terra, Kissimmee The Anchorage, Cocoa Beach The Ashley, Daytona Beach Shores The Bluffs, Sebring The Bordeaux, Ocoee The Cedar Island Club, New Smyrna Beach The Constellation, St Petersburg Beach The Courageous, St Petersburg Beach The Crescent Beach Club at Sand Key Shared, Clearwater The Crescent Beach Club at Sand Key, Clearwater The Cypress Pointe Resort at Lake Buena Vista, Orlando The Cypress Pointe Resort II, Orlando The Enclave at Orlando, Orlando The Grand Coquina, Daytona Beach Shores The Grande Verandahs on the Bay, St Petersburg The Grande, Orlando The Great Outdoors, Titusville The Hamptons, Heathrow The Intrepid, St Petersburg Beach The Lakes Villas I, Clearwater The Mediterranean, Daytona Beach The Meridian, Cocoa Beach The Ocean Ritz of Daytona, Daytona Beach The Oceans Cloverleaf North, Daytona Beach Shores The of Eden Isle, St Petersburg The Peninsula, Daytona Beach Shores The Residences of Winter Park, Winter Park The Resort on Cocoa Beach, Cocoa Beach The Sherwin, Daytona Beach Shores The Springs Community, Longwood The Townhomes of Lake Seminole No 4, Seminole The Village at Melbourne, Melbourne The Villages of Seaport, Cape Canaveral The Villas at East Park, Orlando The Weatherly, St Petersburg Beach Thornton Park Central, Orlando Tidesfall, Ormond Beach Tortoise Island, Satellite Beach Traders Inn Beach Club, Ormond Beach Trails West, Deland Tropic Shores, Daytona Beach Shores Tropic Sun Towers, Ormond Beach Twenty One Riverside, Cocoa Ultimar Three, Clearwater Ultimar, Clearwater Vacation Village at Parkway, Kissimmee Vacation Villas at Fantasyworld Two, Kissimmee Vacation Villas at Fantasyworld, Kissimmee Venetian Bay Villages, Kissimmee Ventura Country Club Community, Orlando Ventura Village, Orlando Victoria Gardens, DeLand Victoria Park Community Council, DeLand Villa Villar, DeLand Village on the Green I, Clearwater Villas at Fortune Place, Kissimmee Vista Lakes Community, Orlando Vittoria, Treasure Island Waterford Lakes Community, Orlando Waterstreet at Celebration, Celebration Wekiva Village, Apopka Wesmere, Ocoee Westshore Place, Indian Shores Dreux Isaac & Associates, Inc. Whitley Bay West, Cocoa Whitley Bay, Cocoa Wildwood Homes, Winter Springs Willowbrook Neighborhood, Heathrow Wimbledon Park No 1, Orlando Winding Wood IX, Clearwater Windrush Bay, Tarpon Springs Wintermere Harbor, Winter Garden Woodside Village, Clearwater Yacht & Tennis Club, St Pete Beach Yale Townhouse Apts, Orlando Yorkfield Square, DeLand Northeast Florida Aliki Gold Coast No One, Flagler Beach Amberwood at Fleming Island, Jacksonville Atlantic East, St Augustine Belleza at Ponte Vedra, Ponte Vedra Beach Brighton Park, Jacksonville Brightwater, Jacksonville Camachee Island 1, St Augustine Canopy Walk, Palm Coast Carrington Place at Fleming Island, St Augustine Cinnamon Beach at Ocean Hammock, Palm Coast Clearview Townhouses, Jacksonville Clifton Village, Jacksonville Colony Reef Club, St Augustine Crescent Beach Ocean House, St Augustine Cypress Bridge, Ponte Vedra Beach Cypress Trace Master, Jacksonville Deercreek Country Club, Jacksonville Deermeadows Baptist Church, Jacksonville Drayton Park, Jacksonville East Hampton, Jacksonville Fleming Island Plantation CDD, Orange Park Florida Club, St Augustine Golfview, Jacksonville Greenfield, Jacksonville Hammock Grove, Jacksonville Harbour Island at Marsh Landing, Ponte Vedra Beach Hawthorn, Jacksonville Horizons at Stonebridge Village I, Jacksonville Horizons at Stonebridge Village II, Jacksonville Horizons at Stonebridge Village III, Jacksonville Jacksonville Golf & Country Club, Jacksonville Jacksonville Golf & Country Club, Jacksonville Julington Creek Plantation POA, Jacksonville Kingston Dunes, St Augustine Beach Las Palmas on the Intracoastal, St Augustine Little Bay Harbor, Ponte Vedra Beach Magnolia Point Community, Green Cove Springs Mariners Watch, St Augustine Marsh Landing at Sawgrass I, Ponte Vedra Beach Marsh Landing at Sawgrass II, Ponte Vedra Beach Marsh Landing at Sawgrass III, Ponte Vedra Beach Marsh Landing at Sawgrass IV, Ponte Vedra Beach Marsh Landing at Sawgrass Master, Ponte Vedra Beach Marsh Landing at Sawgrass V, Ponte Vedra Beach Marsh Landing at Sawgrass VI, Ponte Vedra Beach Marsh Landing at Sawgrass VII, Ponte Vedra Beach Marsh Landing at Sawgrass VIII, Ponte Vedra Beach Merrill Pines, Jacksonville Miravista at Harbortown, Jacksonville Moultrie Trails, St Augustine Ocean Breeze (Ocean Beach Club II), Flagler Beach Ocean Gate Phase 1, St Augustine Ocean Hammock POA, Palm Coast Ocean Palms, St Augustine Ocean Village Club, St Augustine Ocean Villas, St Augustine Beach Old Ponte Vedra Beach, Ponte Vedra Beach Page 6 of 7 Osprey Branch, Jacksonville Oxford Chase, Jacksonville Palm Coast Resort, Palm Coast Pelican Reef, St Augustine Pier Point South, St Augustine Beach Pottsburg Crossing, Jacksonville Quail Point I, Ponte Vedra Beach Queens Harbour Yacht & Country Club, Jacksonville Regency Wood, Jacksonville Royal Pines, St Augustine Saint Johns NW Commercial POA, St Augustine Saint Johns NW Master, St Augustine Saint Johns NW Residential POA, St Augustine Saint Johns SE Master, St Augustine Saint Johns-Six Mile Creek North POA, St Augustine Salt Creek, Ponte Vedra Beach Sawgrass Island, Ponta Vedra Sawgrass, Ponta Vedra Beach Sawmill Lakes Maintenance, Ponte Vedra Beach Sea Place I, St Augustine Sea Place III, St Augustine Sea Place Master, St Augustine Sea Winds, St Augustine Seagate North, St Augustine Seagate, St Augustine Seaquest, Jacksonville Beach Seascape, Jacksonville Beach Seaside at Anastasia, St Augustine Beach Sebastian Harbor Villas, St Augustine Six Thousand, Jacksonville Southern Grove, Jacksonville Southwood, St Augustine St Andrews Place, St Augustine St Augustine Beach and Tennis Club, St Augustine St Augustine Ocean & Racquet Club, St Augustine St Augustine Ocean Resort Co-op, St Augustine St Augustine Shores Service Corp, St Augustine Stonebridge Village Master, Jacksonville Summer Grove, Jacksonville Summer Island, St Augustine Sweetwater by Del Webb Carriage Homes, Jacksonville Sweetwater by Del Webb Master, Jacksonville The Alexandria, Jacksonville The Amenities for the Residences, St Augustine The Barefoot Trace, St Augustine Beach The Conquistador Apts, St Augustine The Crossings at Cypress Trace, Jacksonville The Greens, St Augustine The Hampton Glen at Deerwood, Jacksonville The Landmark, Jacksonville Beach The Oakbridge, Ponte Vedra Beach The Ocean Villas at Serenata Bch, Ponte Vedra Beach The One Bedrooms at Hammock Beach, Palm Coast The Overlook at Baymeadows, Jacksonville The Palms at Marsh Landing, Jacksonville The Plantation, Ponte Vedra Beach The Preserve on Anastasia Island, St Augustine The Ravines Community, Middleburg The Reserve at Pointe Meadows, Jacksonville The Residences at World Golf Village, St Augustine The Residences II at World Golf Village, St Augustine The Sanctuary at Palm Coast, Palm Coast The Sawgrass Players Club, Ponte Vedra Beach The Seasons at Kensington, Jacksonville The Seasons at Mill Cove, Jacksonville The Woods Community, Jacksonville Timber Run, Jacksonville Turnberry, St Augustine Villa San Marco, St Augustine Villas at Marsh Landing, Jacksonville Beach Villas of Timberlin Parc, Jacksonville Vista Cove, St Augustine www.dia-corp.com Partial Client List Vistas at Stonebridge Village I, Jacksonville Windjammer, St Augustine Wolf Creek, Jacksonville World Golf Village POA, St Augustine Florida Panhandle Association of Southbay by the Gulf, Destin Bayview Waters, Ft Walton Beach Beach Colony Resort, Navarre Beachcrest, Santa Rosa Beach Breakers East, Destin Capistrano, Panama City Beach Cassine Garden Townhomes, Seagrove Beach Compass Point at Watersound, WaterSound Compass Pointe II, WaterSound Crescent Keel, WaterSound Crystal Dunes, Destin Dolphin Point, Destin Eden III, Pensacola Eden, Pensacola Emerald Dunes, Destin Golf Villas at Regatta Bay, Destin Islander Beach Resort &, Ft Walton Beach Lands End of Perdido Key, Pensacola Largo Mar, Panama City Beach Marina Bay Resort, Ft Walton Beach Navarre Towers, Navarre Oceania, Destin Perdido Sun, Pensacola Sandpiper Cove, Destin Seascape Resorts, Destin Seminole Legends, Tallahassee Shipwatch, Pensacola Siesta Key Chapel, Sarasota Sugar Dunes, Navarre Beach The Crossings at Watersound, WaterSound The Palms at Seagrove, Seagrove Beach The Pearl, Navarre Beach The Summit, Panama City Beach Tivoli by the Sea II, Miramar Beach Tivoli by the Sea III, Miramar Beach Tivoli by the Sea, Miramar Beach WaterColor Community, Santa Rosa Beach WaterColor Gulfside Villas, Santa Rosa Beach WaterColor Private Residence Club, Santa Rosa Beach WaterColor Towncenter Community, Santa Rosa Beach WaterSound Beach Community, WaterSound WaterSound Beach Gatehouse, WaterSound Waterview Towers, Destin Out of State Commodore Horizontal Property Regime, Hilton Head, SC Cullasaja Club, Highlands, NC Cullasaja, Highlands, NC Laurel Point, Gatlinburg, TN Ocean Cove Resort at Palmetto Dunes, Hilton Head, SC Ocean Palms, Hilton Head Island, SC Southwind at Shipyard, Hilton Head, SC Southwind II at Shipyard, Hilton Head, SC Spinnaker at Shipyard, Hilton Head, SC Sunrise Ridge, Pigeon Forge, TN The Beach Club, St Simons, GA The Council Village at Palmetto Dunes, Hilton Head, SC The Ford Plantation, Richmond Hill, VA The Plaza in Clayton, Clayton. MO Vacation Village in the Berkshires, Hancock, MA Williamsburg Plantation, Williamsburg, VA Dreux Isaac & Associates, Inc. Page 7 of 7 www.dia-corp.com ARLINGTON RIDGE CDD Year in Review 2013 • • • • • • • • • • • Prepared and approved 2013/2014 budget Hired an On-Site Administrator Funded new Card Access Program Funded Restaurant Renovations/Improvements Bought new exercise equipment Approved painting of the town center Sent for bid and approved a new landscaper Sent for bid and approved a new auditor In the process of repurposing the computer room Supported Holiday Gala, Spring Fling and maybe one other thing can't remember, approved Name that tune for February 2014. Defined clubs and which activities the CDD will support MINUTES OF MEETING ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT 1 2 3 4 5 A Workshop of the Arlington Ridge Community Development District’s Board of 6 Supervisors was held on Wednesday, November 13, 2013, at 12:30 p.m., in the Arlington 7 Ridge Administration Building, 4463 Arlington Ridge Boulevard, Leesburg, Florida 34748. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 Present were: Michael Ryan Stephen Smith Sharon Brown Dominic Setaro Ian McKeown Chair Vice Chair Assistant Secretary Assistant Secretary Assistant Secretary Also present were: Chuck Adams Jennifer Kilinski Bill Huck Ellen Jamason Jan Carpenter Robbie Salzman Art Erickson David Guy FIRST ORDER OF BUSINESS District Manager District Counsel Common Bond Capital Partners, LLC Common Bond Capital Partners. LLC Special Counsel, Common Bond Capital Partners, LLC Florida Leisure Communities Florida Leisure Communities Common Bond Capital Partners Call to Order/Roll Call Mr. Adams called the workshop to order at 12:38 p.m., and noted, for the record, that Supervisors Ryan, Smith, Brown, McKeown and Setaro were present, in person. 34 35 36 37 38 SECOND ORDER OF BUSINESS 39 Bond). Continued Buyer Discussion with Potential Mr. Ryan introduced Mr. Bill Huck, of Common Bond Capital Partners, LLC (Common 40 Mr. Huck stated that Common Bond and Florida Leisure Communities (FLC) are trying 41 to position themselves to acquire the assets discussed at the last meeting, consisting of ARLINGTON RIDGE CDD November 13, 2013 42 approximately 400 lots, the Welcome Center, golf course and five completed homes. 43 indicated that the contract with REDUS is still outstanding. Mr. Huck advised that a meeting 44 was held yesterday, with Mr. Nick Sartori, to discuss their contract. Several amendments were 45 requested, some of which have to do with a forbearance agreement, which Mr. Huck stressed is 46 critical to their decision to move forward and acquire the property. 47 48 He Mr. Huck recalled that he attended the October 24, 2013 workshop with his partner, Mr. Mirgoli, and asked those who were not in attendance to introduce themselves. 49 Ms. Ellen Jamason, of Common Bond, stated that she has been with the firm since 2012. 50 Prior to that, she practiced real estate law for 20+ years. Ms. Jamason indicated that she has 51 been on both the business and legal side of real estate and related financing during her career. 52 53 Mr. David Guy advised that he has been with Common Bond since 2012. He previously worked for Arvida, for about fifteen years, in Miami, Orlando, Tampa and Jacksonville. 54 Ms. Jan Carpenter, Special Counsel for Common Bond, stated that she represents issuers 55 of public debt, mostly Special Districts, CDDs and state agencies. She noted that she worked 56 with Hopping Green & Sams on many districts and has been involved in restructurings in a 57 number of CDDs. Ms. Carpenter recalled working with several CDDs that Wachovia was 58 involved with, as well as REDUS. 59 Mr. Huck reported that the closing would hopefully take place in December. Last week, 60 it was articulated, in a letter to Mr. Sartori, that a condition for closing is to negotiate a 61 forbearance agreement with the bondholder and the CDD. The parties to the agreement will be 62 Common Bond, as the property owner, and the bond trustee, U.S. Bank. U.S. Bank will be 63 looking to their counsel, Greenberg Traurig, and the sole bondholder, Oppenheimer Funds 64 (Oppenheimer), for direction. Oppenheimer suggested having two separate agreements, one 65 between Common Bond and the bondholder and the other between Common Bond and the CDD. 66 Mr. Huck explained that the bondholders agreed to the request for a forbearance 67 agreement, which collects no bond debt service, from the property that Common Bond owns, for 68 a two-year period, which will afford two years of cash flow relief, not debt forgiveness. Mr. 69 Huck advised that bond counsel is involved because the bondholders want to ensure that the 70 changes they are making will not impair the tax exempt status of the bonds. Counsel will 71 determine the best way to handle the agreements. 2 ARLINGTON RIDGE CDD November 13, 2013 72 Mr. Huck reviewed the essential points of the forbearance agreement. He indicated that 73 Common Bond is in contract to buy the property from REDUS, with a proposed closing date of 74 December 6. Mr. Huck noted that a request was made to Wells Fargo to extend the date of the 75 closing, if necessary, to allow approval of a forbearance agreement, which is a condition to 76 closing. Mr. Huck stated that a significant cash and equity commitment must be made to this 77 project; thus, two years of cash flow relief is required. 78 Mr. Huck pointed out that some of the lots that are part of the contract were lost through 79 a tax deed sale that occurred in October; another 39 lots will be up for sale in December, about 80 40 in January, and so on. Mr. Huck noted that there is an opportunity to acquire the most 81 favorably located parcels at the lowest cost, of which there are 167. In addition, there are four 82 parcels that the team decided to redeem prior to their sale, in October, plus five completed 83 homes, for a total of 176 parcels; all of those parcels will be included in the forbearance 84 agreement. 85 Mr. Huck disclosed that there are 77 townhome lots that Common Bond does not feel 86 have much value, in the present market; therefore, they do not intend to pay the O&M or debt 87 service levies on those lots. The remaining parcels are “in between” and choices will be made, 88 in December, January and February, whether to advance money to protect those lots. Those that 89 they elect to keep and pay for will become forbearance parcels. Those that are lost to someone 90 else will not. 91 Mr. Huck advised that Oppenheimer agreed that bond assessments do not have to be paid 92 on the forbearance parcels for a two-year period; however, for the current year, tax bills were 93 already printed and the assessments are on roll. Mr. Huck stressed the importance of having the 94 cash flow relief, this year, with respect to those parcels, and Ms. Carpenter was asked to research 95 options. Ms. Carpenter noted that the options depend on the county. Mr. Huck advised that the 96 cost is $1,000 per lot and there are at least 175 lots. 97 Mr. Huck explained that the Board will be asked to work with the legal experts to hold 98 the forbearance parcels off roll and direct bill, to provide cash flow relief. Ms. Carpenter pointed 99 out that, by next budget season, the forbearance parcels will have worked themselves out and 100 there will be a list, by May or June, of which lots should go on the tax roll and which are subject 101 to forbearance. 3 ARLINGTON RIDGE CDD November 13, 2013 102 Mr. Huck indicated that some of the parcels that Common Bond loses will end up in 103 other hands. The owners will either pay tax bills by April 1, 2014 or not. If they do not, those 104 parcels will come up for tax certificate sale and Common Bond may purchase them; if they do, 105 the parcels will become forbearance parcels. 106 Mr. McKeown stated that, assuming that the deal with REDUS is for 400 lots and 107 Common Bond likes 300, 50 remain in question and 50 would not be purchased. He asked if 108 Common Bond will take fee title to 300 and leave the other 100 behind or take 400 from REDUS 109 and decide what to do with the other 100 at a later date. 110 Ms. Jamason explained that Common Bond is required to purchase everything. Some of 111 the parcels are subject to tax deed sales and, in order to keep them after they own them, Common 112 Bond must redeem the tax certificates. Mr. McKeown asked if there is a side deal not to true up 113 all of the taxes on those questionable lots when the deal closes. Mr. Huck stated that there are no 114 side deals. Mr. McKeown pointed out that, typically, all real estate taxes are pro-rated once the 115 closing takes place. Ms. Carpenter advised that Common Bond is taking on the obligation for 116 everything. 117 Mr. Huck explained that about 440 lots were subject to the REDUS contract; of those, 40 118 were already lost, which brings the total to 400. Another 40 will be sold in December and 119 Common Bond may protect some of them by redeeming them. There are 175 core lots that were 120 only subject to delinquencies for one year. The core lots, subtracted from 400, leaves 225 lots. 121 Subtracting the 75 that are townhomes or attached lots leaves 150. 122 question and, of those, 40 come up for sale in December, 40 in January and some are not 123 scheduled at all. The variability is related to the 150 lots. About 150 lots are in 124 Mr. Huck noted that the CDD is not required to collect the payments that are deferred, 125 nor would they be required to pursue foreclosure. Common Bond will be making payments on 126 the forbearance parcels that they own and will agree to keep current the taxes, O&M levies and 127 ad valorem taxes. Anything that is acquired by Common Bond later will be kept current, as well. 128 Ms. Carpenter noted that, if the platted parcels come off the tax roll, it can help cash flow 129 because it eliminates the three month “window” that must be escrowed in the beginning of the 130 year. 131 With respect to the golf course, Mr. Huck indicated that the golf course bond levies are 132 collected off roll, so immediate cash flow relief will be sought. Oppenheimer requested that 4 ARLINGTON RIDGE CDD November 13, 2013 133 Common Bond’s promises be secured by a mortgage so that they do not have to foreclose on the 134 assessment liens as a way of controlling the property. 135 Ms. Carpenter stated that, even if the District is not part of the agreement with 136 Oppenheimer, the District needs to get direction from the trustee saying, “Yes, we want you to 137 do this and we have come to an agreement” but the District must also agree to process the lien 138 releases and mortgage releases, if they have those on the single family lots. 139 Mr. Huck indicated that Common Bond will seek relief from the District to waive the 140 $24,474 levy on the golf course, until the golf course becomes profitable, since they will be 141 investing money in the golf course, as well as other aspects of the community. Ms. Kilinski 142 stated that, from the Board’s perspective, it is a business matter regarding the economics of 143 scale; the $24,474 O&M assessment in relation to the use of the storage space. Ms. Kilinski 144 noted that she is always sensitive to the levy of the O&M assessment; therefore, if the District 145 were to sign a simple lease agreement with Common Bond, where Common Bond pays their 146 assessment and the District pays $24,474 for the lease of that space, the assessment remains in 147 place and the District is not subjecting itself to not assessing that piece of property. 148 149 Ms. Brown asked if the offset for the O&M assessment would be ongoing. Mr. Huck requested that the O&M assessment remain off roll for at least two years. 150 Ms. Carpenter explained that Common Bond will make many investments, particularly 151 with respect to the golf course, which will benefit the entire community. They will maintain the 152 ponds on the golf course and provide other benefits, as well. 153 With regard to pond maintenance, Mr. Erickson clarified that those that are in play will 154 be mowed; if they are not in play, they will be allowed to remain natural. In response to a 155 question from Ms. Carpenter, Mr. Adams explained that the golf course maintains the ponds and, 156 historically, the CDD has released them from paying a portion of the O&M because they provide 157 some of the maintenance and house that part of the stormwater system within the confines of the 158 golf course. 159 Ms. Carpenter inquired about how the O&M is assessed on the golf course. Mr. Adams 160 advised that it is a portion of certain overhead costs within the “Professional and Admin” part of 161 the budget only. 162 163 With regard to estoppel certificates and mortgage releases, Mr. Adams confirmed that the CDD is required to provide estoppel certificates. 5 ARLINGTON RIDGE CDD November 13, 2013 164 With regard to the golf course and restaurant, Mr. Huck conveyed Common Bond’s 165 feeling that keeping things as they are and not changing management or staff is the best course of 166 action. If changes are required down the road, they will be discussed. In response to a question 167 from Ms. Brown, Mr. Huck indicated that Century Golf will remain. 168 With regard to the CDD’s food and beverage management agreement with Century Golf, 169 for management of the restaurant, Mr. Smith recalled that, upon the sale of the property, the 170 CDD has the right to cancel the agreement without paying the $75,000 fee. Mr. Smith asked if 171 the District loses that right if it is not exercised upon the sale. Ms. Kilinski recalled that, at the 172 end of three years, the District has paid the $75,000 and, once the three-year term is met, the 173 agreement may be terminated at any time. Mr. Smith stressed that, whenever the agreement is 174 cancelled, the CDD does not want to have to pay $75,000. Mr. Smith pointed out that the 175 agreement is for a five-year term, rather than three years. Ms. Carpenter indicated that she will 176 review the terms of the agreement. 177 Ms. Kilinski discussed the option of a one-page acknowledgement indicating that the sale 178 occurred and the District is not exercising its right to terminate; however, if the District decides 179 to exercise its right to terminate, in the future, the District will not pay $75,000. 180 Referencing direct bill for O&M assessments, Mr. Smith recalled that, in the forbearance 181 agreement, with regard to the bond debt, Common Bond will obtain agreement from the 182 bondholder/trustee that foreclosure will not be exercised during the forbearance period. Mr. 183 Smith questioned how the District is affected if Common Bond does not pay. Ms. Kilinski 184 explained that there are two different assessment liens and it will not prevent the District from 185 foreclosing on the O&M. 186 187 Mr. McKeown asked if Common Bond’s proposal, to date, is exclusive of the third phase. Mr. Huck replied it is not part of the deal with REDUS. 188 Discussion ensued regarding the December meeting date. 189 In response to a question from Mr. McKeown, Mr. Huck acknowledged that the most 190 important factor in making a deal is the forbearance on the debt service, which has been 191 discussed with Oppenheimer. 192 With regard to the debt service for 2014, Mr. Adams explained that the District may be 193 able to submit an Errors and Omission (E&O) to the county and request an after-the-fact 194 correction, which nets out the remaining tax bill. Mr. McKeown inquired about associated legal 6 ARLINGTON RIDGE CDD November 13, 2013 195 costs. Mr. Adams explained that, if the tax collector confirms his agreement, through the county 196 attorney’s review, the CDD will correct the lien roll. Mr. Huck pointed out that Oppenheimer 197 advised that bond funds are available for some of the admin costs. 198 Mr. Adams confirmed that a workshop will be held on Monday, December 2 at 11:00 199 a.m., and the Regular Meeting will take place at 2:00 p.m., on the same day. 200 Mr. Setaro asked if Century Golf is amenable to staying on. Mr. Guy replied 201 affirmatively. Ms. Brown asked if Century Golf will also be running the golf course. Mr. Guy 202 indicated that Common Bond prefers not to make any quick changes. 203 Mr. Smith asked if any thought was to comparable homes and a schedule for building. 204 Mr. Erickson stated that they have given it a great deal of thought. The product will be similar to 205 what exists now and in SummerGlen; he wants to begin quickly. It was noted that the biggest 206 challenge is the “taint” on the community, which must be overcome by remarketing the 207 community and establishing it as a great place to be. Ms. Brown voiced her opinion that it will 208 be a quick turnaround. 209 ***The meeting recessed at 2:05 p.m.*** 210 ***The meeting reconvened at 2:20 p.m.*** 211 Mr. Adams reconvened the workshop and indicated, for the record, that all Supervisors 212 were still present. 213 214 215 216 THIRD ORDER OF BUSINESS Committed Reserve Review 217 capital items, such as painting the buildings, resurfacing the pools and spa and those items for 218 which funds are amortized over a five-year period to avoid a one-time cost. Mr. Adams stated that Staff is seeking input from the Board with regard to continuing 219 Mr. McKeown suggested that, based on the shortlist, Mr. Adams should advise the Board 220 what items are typically on the list, by category of estimated life. At that point, the Board should 221 give Staff direction to obtain quotes to determine what it will take to complete the projects and, 222 from that standpoint, begin allocating budget money and consider what will be locked into a 223 reserve. 224 Ms. Kilinski noted that a number of districts commissioned a reserve study. The facilities 225 are reviewed and the life span is determined, as well as the amount that should be budgeted for 226 capital reserve. 7 ARLINGTON RIDGE CDD November 13, 2013 227 Mr. Setaro asked when the monies will be appropriated. Ms. Kilinski explained that, 228 typically, a capital reserve study will advise how much to appropriate, on a yearly basis. Mr. 229 Setaro clarified that he was referring to appropriating the funds that were left over from striping, 230 painting and repairs. Mr. Adams suggested waiting until after January 1 to prepare a budget 231 amendment. 232 233 Mr. Adams stated that he will request a proposal for a reserve study to look at short and long-term capital projects. It will be presented to the Board for consideration. 234 Mr. Smith requested that Mr. Adams obtain an estimate to extend the white vinyl fence 235 from where the golfers tee off at #1 to the garden area. Presently, there are no lots; however, in 236 the future, the developer may consider sharing the cost with the CDD. 237 Ms. Brown requested an update regarding the Operations Manager position. Mr. Adams 238 reported that he received about 12 resumes and two or three applicants have property manager 239 experience. He and Mr. Ryan will convene as the hiring committee on Monday. 240 241 Ms. Brown noted that a resume was received from a resident and resident applicants were never addressed by the Board. 242 243 244 245 246 247 248 249 250 251 252 FOURTH ORDER OF BUSINESS 253 2013 at 12:30 p.m., at this location. Long-Term Capital Replacement Planning Projects and Funding Goals (no materials) This item was discussed during the Third Order of Business. FIFTH ORDER OF BUSINESS Adjournment There being no further business, the workshop was continued to Thursday, November 21, 254 8 ARLINGTON RIDGE CDD 255 256 257 258 259 260 261 262 263 November 13, 2013 _____________________________ Secretary/Assistant Secretary ______________________________ Chair/Vice Chair 9 MINUTES OF MEETING ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT 1 2 3 4 5 A Continued Meeting of the Arlington Ridge Community Development District’s Board 6 of Supervisors was held on Thursday, November 21, 2013, at 12:30 p.m., in the Arlington 7 Ridge Administration Building, 4463 Arlington Ridge Boulevard, Leesburg, Florida 34748. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Present were: Michael Ryan Stephen Smith Sharon Brown Dominic Setaro Chair Vice Chair Assistant Secretary Assistant Secretary Also present were: Chuck Adams Jennifer Kilinski Deanna Cox Scott Simmons FIRST ORDER OF BUSINESS District Manager District Counsel Applicant Applicant Call to Order/Roll Call Mr. Adams called the meeting to order at 12:30 p.m., and noted, for the record, that 27 Supervisors Ryan, Smith, Brown and Setaro were present, in person. Supervisor McKeown was 28 not present. 29 Mr. Adams stated, for the record, that the Continued Meeting was being held in the 30 Administration Building and a notice was posted at Fairfax Hall, indicating the meeting location. 31 Candidate Interviews 32 ***This item was an addition to the agenda.*** 33 Mr. Adams stated that the primary purpose of the meeting was to interview the shortlist 34 of candidates that the Hiring Committee reviewed and recommended at their meeting on 35 Monday, November 18. The shortlist consists of Mr. Scott Simmons, Ms. Deanna Cox and Ms. 36 Angela de Leon-Smith. Mr. Adams advised that Ms. De Leon-Smith could not attend today’s 37 meeting; however, the other two candidates were present and waiting to be interviewed. 38 Ms. Cox was asked to join the workshop. ARLINGTON RIDGE CDD November 21, 2013 39 Mr. Ryan introduced himself, the Board and Staff. He asked Ms. Cox if she was familiar 40 with the Community Development District concept. Ms. Cox stated that she was somewhat 41 familiar since she comes from city government. She advised that she was the H.R. Manager for 42 the Town of Lady Lake and, then, H.R. Director for the City of Wildwood. Both communities 43 dealt with many boards, committees and districts, as each commissioner was assigned to a 44 district. Ms. Cox noted that she was not afraid to learn or to “dig in” and conduct research. She 45 explained that Wildwood was getting ready to re-district the voting precincts because of the new 46 Brownwood Town Square, in The Villages, which she would have been involved in, had she not 47 resigned. 48 Mr. Smith inquired about Ms. Cox’s responsibilities at each place of employment. Ms. 49 Cox indicated that she was responsible for hiring, terminations, benefits correspondence, risk 50 management, annual negotiations with insurance carriers, choosing vendors, presenting results to 51 the commission, workers compensation presentations and rate comparisons and medical, dental 52 and life insurance research. Ms. Cox stated that she was an advocate for both the employer and 53 the employees. She also handled new hire reporting and EEOC claims and was about to take 54 over pending litigation. 55 Mr. Smith inquired about Ms. Cox’s hiring responsibilities. Ms. Cox advised that her 56 company had 91 employees and the Town of Lady Lake had 107. She completed all background 57 checks, new hire reporting, payroll setup, advertising and interviewed prospective employees 58 along with the department head. 59 Ms. Brown asked if Ms. Cox was in a supervisory position. Ms. Cox explained that she 60 had no one working for her at Wildwood; however, she oversaw the three utility billing 61 department employees. At Lady Lake, Ms. Cox supervised two employees, an H.R. Assistant 62 and a part-time Administrative Assistant. 63 Manager and supervised 11 employees. At Custom Windows, Ms. Cox was the Office 64 Ms. Cox discussed her responsibilities at Custom Windows. She advised that she would 65 not have left her position there if the Wildwood office had not closed and moved to Ocala. Ms. 66 Cox commented that she is a “hometown” girl and likes the feel of knowing the person sitting 67 across the table. She stressed her versatility and that she will work until the job is completed. 68 Ms. Brown asked Ms. Cox about her perception of the job duties for this position. Ms. 69 Cox voiced her understanding that she would serve as liaison between Terra Management and 2 ARLINGTON RIDGE CDD November 21, 2013 70 the community, relay resident concerns to upper management, handle activities held in the Town 71 Center and bring activities to the community, such as a food truck night or fund raising for a 72 good cause. 73 Ms. Cox advised that Fairfax Hall is available for rental and she was involved with 74 renting the facilities at Wildwood and the Town of Lady Lake. She noted that Wildwood has 75 three community buildings and she scheduled and set up events. 76 77 Mr. Setaro inquired about Ms. Cox’s computer skills. Ms. Cox indicated that she is proficient with Excel, Word, PowerPoint, email, Google, etc. 78 Ms. Brown asked how Ms. Cox would handle a disgruntled resident. Ms. Cox explained 79 that she would listen to the complaint, assess the proper solution and follow up. Ms. Cox also 80 advised that she works well under pressure and she is very detail oriented. 81 82 In response to a question from Mr. Smith, Ms. Cox discussed her move from Indiana to Florida and provided a brief history of her employment. 83 Mr. Setaro asked Ms. Cox about her experience with procurement, such as contractor’s 84 bids. Ms. Cox explained that she worked for Custom Design Laminates, for six years. The 85 company built custom cabinetry for gas stations, 7-11’s, etc. Ms. Cox was instrumental in 86 ensuring that the contracts were correct and that the pricing was completed. She also reviewed 87 contracts when working for the government. Ms. Cox conveyed that she was never involved 88 with contracts for builders. Mr. Setaro clarified that he was referring to the facilities in the Town 89 Center, for services such as pressure washing, painting, etc. Ms. Brown explained that Mr. 90 Setaro was referring to the bid process and negotiations. Ms. Cox stated that, at Lady Lake and 91 Wildwood, three bids were required and she reviewed the bids for accuracy and content. 92 Ms. Brown inquired about Ms. Cox’s availability and desired compensation. Ms. Cox 93 noted that the advertisement did not address compensation and she is available immediately. She 94 drove to Arlington Ridge the day after the ad came out, met Ms. Mehrmann and felt that it 95 “clicked”. 96 Ms. Brown asked about Ms. Cox’s experience at the front gate. Ms. Cox indicated that 97 she advised the guard that there was an ad in the newspaper and she was applying for the 98 position; she wanted to see if Mr. Adams was in the office. Ms. Brown asked if the guard 99 requested identification. Ms. Cox replied affirmatively. 3 ARLINGTON RIDGE CDD November 21, 2013 100 Ms. Brown asked Ms. Cox what her previous salary was and how much she was 101 requesting. Ms. Cox asked the salary range. Ms. Brown indicated that the Board cannot provide 102 a salary because it must be voted on. Ms. Cox inquired about benefits. Mr. Adams advised that 103 the initial discussions were that no insurance benefits would be provided; the employee would 104 receive two weeks of paid vacation at the end of one year, through year three or five, and then 105 increase by one week, going forward. Ms. Cox commented that not having benefits would 106 definitely change her salary requirements. She stressed that she definitely wants benefits and has 107 always carried the insurance for herself and her husband, for dental, medical and vision. Ms. 108 Cox stated that her minimum salary requirement is $50,000 per year. She voiced her opinion 109 that she has a lot to bring to the table and that it would be a good fit. 110 Ms. Cox left the meeting. 111 Mr. Scott Simmons jointed the meeting. Mr. Ryan stated that the Board was interviewing 112 for the position of an on-site administrator. He indicated that Arlington Ridge is a Community 113 Development District that manages the infrastructure of the community and the Board’s job is to 114 protect the assets of the community. 115 Mr. Ryan inquired about what Mr. Simmons knows about Arlington Ridge. Mr. 116 Simmons stated that he viewed the website, read previous CDD minutes and monthly newsletters 117 and toured the community. 118 Mr. Simmons stated that he has been in the hospitality industry for 30 years. He began 119 his career in food and beverage and worked his way up to the General Manager of different 120 hotels. Mr. Simmons moved to the area because his mother passed away and he is caring for his 121 father; they are living at the country club outside of The Villages. 122 Ms. Brown asked about the hospitality company that Mr. Simmons was working for. Mr. 123 Simmons explained that it is a family-owned corporation located in Ocala. The family owns 124 three hotels, which Mr. Simmons oversaw, as well as a five-star restaurant located on top of one 125 of the hotels. Mr. Simmons managed the general managers in each location and he was the 126 owner’s representative, in charge of the assets and the operations. Three general managers 127 reported to him and there were about 150 employees. 128 employees. In Islamorada, the hotel had 300 129 Ms. Brown asked if it was Mr. Simmons’ decision to leave his last position. Mr. 130 Simmons replied affirmatively. He explained that it was supposed to be a 90-day job because 4 ARLINGTON RIDGE CDD November 21, 2013 131 the owner was going overseas and needed someone to represent him; however, he ended up 132 working there for 2½ years. The owner’s son graduated from college and has taken over the 133 company. 134 Mr. Setaro noted that Spruce Creek, where Mr. Simmons resides, has a CDD and he 135 asked if Mr. Simmons likes CDDs. Mr. Simmons replied that it does not affect him in any way; 136 he pays monthly dues and participates in the activities. Mr. Setaro asked his view on how a 137 CDD runs. Mr. Simmons stated that he has no problem with them; the residents follow the 138 bylaws and they are “fine”. There are committees and a Board of Directors. Mr. Simmons noted 139 that he attends some of the meetings but does not participate much. 140 Ms. Brown pointed out that, if monthly dues are paid, Mr. Simmons lives in an HOA 141 community rather than a CDD. Mr. Simmons stated that it was a CDD but it changed to an 142 HOA. 143 Mr. Smith referred to Mr. Simmons’ resume and asked about his responsibilities as 144 General Manager at a previous position. Mr. Simmons stated that he worked at a semi-private 145 resort that had resident family memberships and was open to the public. The resort had an 18- 146 hole championship golf course, a restaurant and a pool; his job was to manage the employees and 147 the day-to-day operations of the resort. Mr. Smith asked if timeshares were being sold. Mr. 148 Simmons advised that selling was taking place and he worked with the sales department to 149 coordinate activities for potential buyers. He stated that there were about 60 employees. Mr. 150 Smith inquired about the positions below General Manager. Mr. Simmons advised that there 151 were about seven managers that reported to him, along with the employees. 152 Ms. Brown pointed out that the on-site manager position is more “hands on” than what 153 Mr. Simmons had seen in the past. Mr. Simmons indicated that he was a “hands on” person; he 154 relies on his staff to do their jobs but he is also there to train them. He noted that he is a good 155 listener; he listens to the needs of the employees and guests and makes changes accordingly. Mr. 156 Simmons explained that he takes total pride and ownership; he inspects the facilities daily to 157 make sure they are well maintained, secure and meet all community regulations. 158 Ms. Brown asked Mr. Simmons to explain his concept of the duties of the on-site 159 manager. Mr. Simmons stated that the person must be available for residents, to answer 160 questions and try to solve their needs. He indicated that the key is to develop a relationship with 161 residents and make sure they are happy so that the word spreads to gain more residents in the 5 ARLINGTON RIDGE CDD November 21, 2013 162 community. The key is to listen to the residents. If they want an activity, he will organize a 163 committee for the activity. Mr. Simmons noted that he sees the position as a liaison; he is there 164 to make the residents’ needs happen, listen to them and communicate their problems or solve 165 them personally. 166 Mr. Ryan explained that the CDD relies heavily on resident volunteers and one of the 167 major functions of the administrator is to increase volunteer participation. Mr. Simmons noted 168 that, in his community, all activities are run by volunteer committees; however, the committee 169 must have a leader and residents must be involved. 170 Mr. Ryan stated that Arlington Ridge has a golf course owner and a developer who 171 happens to be the golf course owner, as well; it is the same person but a separate entity. The 172 CDD also has properties. Mr. Ryan indicated that the golf course owner and developer want the 173 CDD to keep the restaurant open and asked the Board to hire the same management company to 174 run the restaurant that they hired for the golf course. There is a five-year agreement and two 175 years remain. Mr. Ryan stated that the CDD owns the building and the restaurant. Mr. Simmons 176 advised that he ate lunch at the restaurant and it was very good. The staff was attentive and it 177 was a pleasant experience. Mr. Simmons noted that people do not need to know that the 178 restaurant is leased; they just want to go and have a good meal. 179 Mr. Smith explained that the CDD owns the buildings in the Town Center, the tennis 180 court, the roads and the front gate. The CDD owns the roads and is responsible for 181 maintenance. Mr. Simmons commented on the professionalism of the guard at the front gate. 182 Mr. Smith advised that Mr. Simmons may be working without a staff, other than 183 volunteers. Mr. Simmons replied, “working with people; that’s what I do.” He commented that 184 it is not a one man show; it is a community and you must work with the community. Whether 185 there are paid employees or a staff of volunteers, his job is to work with people to accomplish a 186 goal. 187 Mr. Smith inquired about Mr. Simmons’ computer skills. Mr. Simmons indicated that he 188 has experience with email and can generate reports. Ms. Brown asked if he was familiar with 189 Excel or Word. Mr. Simmons stated that he mostly uses Word. He summarized that his 190 computer skills are average. 191 Mr. Setaro asked Mr. Simmons about his procurement skills. Mr. Simmons stated that 192 bids must be obtained for any job. He prefers to use local vendors and would usually obtain two 6 ARLINGTON RIDGE CDD November 21, 2013 193 or three bids, review them to make sure they met the requirements and then present them to the 194 Board. Mr. Simmons clarified that he would make a recommendation to the Board but present 195 all of the bids for consideration. 196 Mr. Setaro asked if Mr. Simmons had experience in the actual preparation or review of 197 the specifications for the bid itself. Mr. Simmons advised that, sometimes he would review them 198 and, other times, they would come from a franchise. 199 With regard to contract fulfillment, Ms. Brown explained that, in Arlington Ridge, once 200 the Board hires a vendor, such as a landscaper, part of the administrator’s responsibility is to 201 ensure that the contract requirements are fulfilled. Mr. Simmons stated that he would be 202 developing the specifications of the contract and he would ensure that the contract is fulfilled, by 203 observation. 204 Ms. Brown asked how Mr. Simmons would handle an irate resident. Mr. Simmons stated 205 that the key is listening. He voiced his opinion that, often, someone who is irate has a legitimate 206 grievance. He will listen to the problem and decide whether he can solve it himself or make sure 207 that the resident is comfortable, before leaving. He will then address the issue with whomever he 208 needs to, in order to resolve it. Mr. Simmons advised that he has dealt with many irate guests 209 during his career. He is a good listener and communicates that he is there to help. The ultimate 210 goal is to make residents and customers happy. 211 Mr. Ryan inquired about Mr. Simmons’ availability. He noted that the CDD has many 212 events after hours, such as a holiday party. Mr. Simmons indicated that he is available 24/7; he 213 does not work from 9 to 5. Ms. Brown stated that other situations may require his presence, such 214 as an alarm going off or a fire. Mr. Simmons advised that he lives 22 miles away and it took him 215 30 minutes to get to Arlington Ridge. He is available by phone and will respond to any situation. 216 Ms. Brown asked when Mr. Simmons would be available to start and his expected 217 compensation. Mr. Simmons advised that he has a prior commitment on December 1, 2 and 3; 218 however, he would available after that. With regard to compensation, he indicated that it is 219 based on the budget and what the Board can afford and estimated the salary to be in the $40,000 220 to $45,000 range. Mr. Adams stated that the District is currently not looking at offering any 221 medical benefits. The employee will receive two weeks of paid vacation after the first year, with 222 an additional week added after the third or fifth year. 7 Mr. Simmons agreed that most ARLINGTON RIDGE CDD November 21, 2013 223 organizations no longer offer medical benefits. He stated that he carries his own medical 224 insurance. 225 In response to a question from Ms. Brown, Mr. Simmons asked the Board what exactly 226 they were looking for in an on-site manager, besides someone to attend events. Ms. Brown 227 clarified that they are looking for an administrator, rather than a manager. They are looking for 228 someone to work with the activities and the volunteers and to return to the lifestyle that the 229 community had previously. The other responsibility is to maintain the District’s assets. 230 With regard to procurement, Mr. Smith indicated that the District has a contract with a 231 security company for the guards and a landscape company for common area maintenance and the 232 administrator must ensure that the contracts are fulfilled properly. He noted that, periodically, 233 the contracts are put out for bid. Ms. Brown confirmed that the communication regarding 234 contract renewal will flow through Mr. Adams. 235 Mr. Ryan stated that the Board has monthly meetings and Mr. Simmons would work with 236 Mr. Adams on the agenda and provide a report regarding monthly activities. Mr. Ryan noted 237 that the administrator will also be required to set up procedures, such as remote gate access for 238 residents and advise the Board about what procedures he might wish to adopt. 239 Mr. Adams asked Mr. Simmons whether he was ever directly involved with outsourcing 240 for maintenance services, such as grounds and assets, working with contractors and quality 241 control. Mr. Simmons stated that landscaping was outsourced in most of the facilities he worked 242 for and laundry services were often outsourced, so he had direct experience. 243 Mr. Simmons left the meeting. 244 ***The meeting recessed at 2:05 p.m.*** 245 ***The meeting reconvened at 2:10 p.m.*** 246 Mr. Adams noted that the meeting reconvened at 2:10 p.m. and indicated that Supervisors 247 Ryan, Smith, Brown and Setaro were in attendance. 248 Ms. Brown asked if the intent was to offer the position now or call the applicants later. 249 Mr. Adams stated that it was up to the Board. Mr. Smith noted that Mr. Adams will be off next 250 week. 251 Mr. Setaro voiced his reluctance to offer a position before conducting a background 252 check and obtaining references. Ms. Kilinski explained that the Board may consider a first and 253 second choice and make it contingent upon the background and reference checks. 8 ARLINGTON RIDGE CDD 254 255 November 21, 2013 Ms. Brown stated that she wanted to meet Ms. de Leon-Smith because she liked her resume but felt that the Board should discuss the applicants that were interviewed. 256 Mr. Adams suggested inviting the third candidate to attend the workshop on December 2. 257 Mr. Smith advised that, if the Board has an interest in offering Ms. Cox a position, since she has 258 been on four other interviews, she may not be available, if they wait until December 2. 259 Mr. Smith inquired about a probationary period for the position. Ms. Kilinski 260 recommended an offer letter spelling out the compensation and stressing that employment is at 261 will. Mr. Smith pointed out that both candidates are available immediately and will not be taken 262 away from a job. 263 Ms. Brown stated that she was more excited about Mr. Simmons than Ms. Cox, based on 264 their resumes; however, she was disappointed with Mr. Simmons’ interview. She voiced her 265 opinion that he does not understand what a CDD is and he is not “hands on” enough to become 266 involved in what they need him to do. Ms. Brown indicated that Ms. Cox was more surprising 267 because her resume was not as impressive but she interviewed well and Ms. Brown thinks that 268 she can do the job. Ms. Brown stressed the need for a strong willed person. Mr. Setaro 269 commented that Mr. Simmons is overqualified for the position. Mr. Ryan felt that Mr. Simmons 270 did not have the personality to deal with residents. Ms. Brown pointed out that Ms. Cox took 271 time to research the community. 272 Mr. Smith stated that Mr. Simmons has strengths that Ms. Cox does not have and vice 273 versa. When dealing with the activities, residents and day-to-day lifestyle, Ms. Cox is probably 274 superior. When dealing with the administrative contracts, Mr. Simmons is superior. Mr. Smith 275 indicated that, if the CDD had unlimited funds, he would probably hire Mr. Simmons to be the 276 on-site administrator and hire Ms. Cox to replace Ms. Campo but with increased responsibilities. 277 Mr. Smith pointed out that Ms. Cox has the necessary computer skills and Mr. Simmons would 278 probably require at least a one-person staff. Ms. Brown and Mr. Smith agreed that Ms. Cox 279 would do a much better job of handling residents. 280 With regard to contract administration, Mr. Adams stated that Ms. Cox can learn and she 281 is not afraid to “get into the trenches”. Mr. Setaro stated that one of Ms. Cox’s strongest assets is 282 that she comes from government and knows how it works. He also agreed that she would 283 interact better with the residents. Mr. Adams voiced his preference for Ms. Cox. 9 ARLINGTON RIDGE CDD 284 285 November 21, 2013 Ms. Kilinski stated that, from a resident perspective, which is the larger concern, Ms. Cox would be much better. 286 Mr. Ryan pointed out that, if the Board decides, in the future, that a manager is required 287 to oversee the contracts, Ms. Cox could handle the events and Mr. Simmons could manage the 288 contracts. 289 Mr. Smith voiced his concern with regard to Ms. Cox’s future salary requirements. Mr. 290 Setaro stated that he likes Ms. Cox but she must learn. He indicated that he was not sure that 291 Ms. Cox would expect a lot, in terms of salary, because governmental employees are accustomed 292 to a 1% or no increase. If anything were to happen, down the road, it may be benefits related. 293 Mr. Smith felt that Ms. Cox would enjoy working in Arlington Ridge. He inquired about 294 a start date. Mr. Adams suggested Monday, December 2. Mr. Smith asked if Ms. Cox would be 295 introduced to the residents at the Board Meeting. Mr. Adams replied affirmatively. 296 297 298 299 300 301 302 303 304 305 306 On MOTION by Ms. Brown and seconded by Mr. Smith, with all in favor, extending an offer to Ms. Deanna Cox, in the amount of $50,000, annually, with no medical benefits and two weeks paid vacation after the first year, with an additional week added after completion of the third or fifth year, to begin on Monday, December 2, 2013, contingent upon reference checks, was approved. Update: Forbearance Agreement 307 ***This item was an addition to the agenda.*** 308 Ms. Kilinski reported that she received an email, today, with a draft Forbearance 309 Agreement for the debt and O&M. Although she did not read it, she indicated that she would 310 forward it to the Board, for review. Ms. Kilinski stated that she traded phone calls with Ms. 311 Carpenter regarding potential options, such as purchasing the sales center, piece by piece and to 312 waive the O&M assessments and how much that would cost; however, she has not received a 313 response. Ms. Kilinski stated that she will call the Board, individually, prior to the December 2 314 meeting, to advise of what options exist. 315 perspective, if the District is receiving property, in lieu of assessments, from a legal standpoint, 316 that is more preferable than a $24,000 lease. Ms. Brown stated that it is also preferable to the 317 Board Members when speaking to a resident. Ms. Kilinski noted that, from an assessment 10 ARLINGTON RIDGE CDD November 21, 2013 318 Mr. Smith stated that everyone feels that the deal will work; Common Bond will be 319 successful and they will be there until the community is built out but there is a possibility that, 320 three years down the road, they might be gone and it would be nice for the CDD to have control 321 of the sales center. 322 Ms. Kilinski stated that the other piece that the Board needs to consider, before the next 323 meeting, is the question regarding O&M and how it is paid, not only this year but going forward. 324 From what she has heard from their counsel, it is important to Common Bond to be able to pay it 325 and not have the gross up for taxes on the roll. Mr. Smith asked if Common Bond will make a 326 proposal to the CDD regarding how the O&M will be paid. Ms. Kilinski stated that it will be 327 contingent upon the District’s cash flow needs. Mr. Setaro asked if Common Bond received 328 approval from the tax collector’s office. Mr. Adams replied affirmatively. He noted that there 329 will be no extra charge, either from his office or from the tax collector. 330 331 332 333 334 335 336 337 338 339 THIRD ORDER OF BUSINESS Adjournment There being no further business, the meeting adjourned. On MOTION by Mr. Setaro and seconded by Mr. Smith, with all in favor, the meeting adjourned at approximately 2:34 p.m. 11 ARLINGTON RIDGE CDD 340 341 342 343 344 345 346 347 348 349 350 November 21, 2013 _____________________________ Secretary/Assistant Secretary ______________________________ Chair/Vice Chair 12 MINUTES OF MEETING ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT 1 2 3 4 5 A Workshop of the Arlington Ridge Community Development District’s Board of 6 Supervisors was held on Wednesday, December 2, 2013 at 11:00 a.m., in the Arlington Ridge 7 Administration Building, 4463 Arlington Ridge Blvd., Leesburg, Florida 34748. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Present were: Michael Ryan Stephen Smith Sharon Brown Dominic Setaro Ian McKeown Chair Vice Chair Assistant Secretary Assistant Secretary Assistant Secretary Also present were: Chuck Adams Jennifer Kilinski Bill Huck (via telephone) Jan Carpenter Art Erickson FIRST ORDER OF BUSINESS District Manager District Counsel Common Bond Capital Partners, LLC Special Counsel, Common Bond Capital Partners, LLC Florida Leisure Communities Call to Order/Roll Call Mr. Adams called the meeting to order at 11:00 a.m., and noted, for the record, that Supervisors Ryan, Smith, Brown, McKeown and Setaro were present, in person. 31 32 33 34 SECOND ORDER OF BUSINESS Discussion: Forbearance Agreement 35 indicated that a lease agreement was attached. Ms. Jan Carpenter, of Common Bond Capital 36 Partners, LLC (Common Bond), advised that this version of the agreement was sent to the 37 bondholder and their counsel on Tuesday or Wednesday and it is final, or very close to being 38 final. Ms. Kilinski distributed an updated, clean version of the forbearance agreement and ARLINGTON RIDGE CDD December 2, 2013 39 Ms. Kilinski explained that she will review the agreements, discuss the changes that were 40 made and answer any questions that the Board may have; at the Regular Meeting, the business 41 deals will be discussed and the Board will make decisions based on those discussions. 42 Ms. Kilinski indicated that she has resolutions for the Regular Meeting that will tie all of 43 the decisions together. The resolutions will be distributed for the Board’s review and approval, 44 in substantial form, with direction to Staff and the Chair to finalize the agreements, assuming 45 that the substantive terms are still in place. Ms. Kilinski clarified that all approvals will be 46 contingent upon direction from the bondholder for the forbearance agreement, as well as 47 evidence that the sale has transpired. She emphasized that the CDD will not enter into these 48 agreements without the sale being finalized. 49 Mr. Kilinski explained that the District will sign the acknowledgement and consent of the 50 forbearance agreement, which indicates that the District was directed, by the majority 51 bondholder, not to collect debt assessments for the term of the forbearance period; otherwise, the 52 indenture would mandate that they be collected and, if those collections are not made, the 53 District would be required to foreclose. The agreement will forbear those responsibilities, under 54 the indenture, until such time as the forbearance agreement expires or direction is received from 55 the bondholder, through the trustee, to do something other than what is put forth in the 56 agreement. Ms. Kilinski pointed out that the District’s responsibilities, under the indenture, are 57 to collect debt assessments; O&M assessments are separate and apart. Ms. Kilinski stated that 58 she reviewed the agreement for obligations of the District that may be above and beyond what is 59 already required in the indenture but saw none. 60 Ms. Brown inquired about the mortgage. Ms. Kilinski explained that it is not unusual to 61 see a mortgage as initial security for the bonds, as a way of foreclosing, in the event of 62 nonpayment of assessments at the end of the forbearance period or, otherwise, to expedite that 63 process. 64 bondholders have a regular mortgage, they can proceed like a regular mortgage holder. Ms. Carpenter clarified that it gives the bondholder a second remedy. If the 65 66 67 68 69 THIRD ORDER OF BUSINESS Discussion: O & M Assessment Payment Agreement 70 Agreement. She advised that she did not want to give the trustee any rights related to O&M Ms. Kilinski noted several redlined changes in the O&M Assessment Payment 2 ARLINGTON RIDGE CDD December 2, 2013 71 assessments and made it clear that the assessments are separate and apart from the debt 72 collection and enforcement provisions. Ms. Kilinski explained that there were two substantive 73 issues, beyond the legal aspects. With regard to collection of assessments, on private lots, the 74 District has typically collected those assessments on the tax roll. For the next five fiscal years, 75 this agreement requests that the District directly collect O&M assessments for the properties that 76 are considered settlement property. The purchaser will provide a list of those properties each 77 year, indicating the properties they own that they are requesting to be directly collected. The list 78 will be sent in March and August, each year, and the District will depend on that list to notify the 79 tax collector that those assessments will be directly collected, should not be on the tax roll and, 80 therefore, will not be certified to the tax collector for collection. There is also a request to pull 81 those private lots from the tax roll for the current fiscal year. Lake County indicated that there 82 will be no administrative or related costs. The O&M assessments will be directly billed for a 83 total of six years, to include this fiscal year. Ms. Carpenter confirmed that the intent is for five 84 years. 85 Mr. McKeown asked if the time frame is concurrent with the forbearance. Ms. Carpenter 86 clarified that the forbearance agreement is for two years, which is the maximum allowable 87 amount of time, under the tax code. Ms. Kilinski recalled discussion, at the last meeting, about 88 aligning the O&M assessment piece with the forbearance period, which was for two years. Since 89 the request is for five years, it will be considered by the Board at the Regular Meeting. 90 Ms. Kilinski indicated that the second substantive issue is the consideration of the lease 91 agreement for storage space on the golf course and maintenance of the golf course lakes that are 92 owned by the District. The District will pay a lease amount equal to the O&M assessment 93 amount, levied annually, on the golf course. The District will levy an O&M assessment on the 94 golf course, to be paid in due course, pursuant to the assessment schedule. In consideration for 95 that will be the lease agreement, where the District will essentially pay that money back for the 96 use of the storage space and maintenance of the lakes. The request is for five fiscal years, in line 97 with the direct collection of assessments. 98 Ms. Brown asked if anyone had seen the storage space on the golf course. Mr. Erickson 99 stated that the original request was to waive the O&M assessment, in consideration of the fact 100 that the purchasers are trying to make this a team effort and move the community forward. The 101 discussion of the lease of the storage space came about because the District, from a legal 3 ARLINGTON RIDGE CDD December 2, 2013 102 perspective, must have consideration. Mr. Erickson pointed out that it seems that the lease is 103 becoming the key issue and it never was intended to be. In theory, the request was to waive the 104 assessments as part of the whole process, moving forward, so they can work together. Waiving 105 the assessments is the District’s show of “good faith”. Mr. Erickson noted that the space has 106 three trailers; however, they are not in good shape. One trailer is being offered to the District 107 and the others will be used for office space, maintenance and construction staff. 108 109 110 111 Ms. Kilinski clarified that the lease has not been the big issue. For the purpose of the record, the District is receiving consideration. Mr. Huck stated that the initial request was made in the spirit of cooperation and they are hopeful to close on their acquisition of the property soon. 112 Mr. Adams reported that, in November, the District received the first quarter O&M 113 assessment payment of $6,118.68, as well as the first half-year debt service payment of 114 $57,385.59. 115 Ms. Kilinski stated that one of the clarifications from the O&M Payment Agreement is 116 whether the lease agreement was anticipated to be entered into in December, such that no further 117 O&M assessment payments on the golf course were due for this current fiscal year, largely, for 118 budgeting purposes. 119 Ms. Carpenter indicated that Mr. Huck must contact the real estate company that is 120 handling the transaction regarding whether they intend to prorate the payment and if REDUS 121 will be seeking reimbursement of that payment. Mr. Erickson advised that it is in the contracts. 122 Ms. Carpenter clarified that they have been considering prorating for this year, going forward, 123 after the closing date. 124 Mr. Erickson advised that a comment was made during the last workshop that the 125 assessment will be “swapped out” for pond maintenance. Ms. Kilinski confirmed that a certain 126 portion of the assessment is a consideration for that. 127 In response to a question from Ms. Brown, Mr. Adams explained that the Assessment 128 Methodology, as it relates to the golf course and their payment of O&M, broke down to the fact 129 that the CDD realized that a portion of the stormwater system, as it is required for this 130 development, is contained within the property of the golf course. In consideration of that, they 131 were only charged a portion of the overhead charges. 4 ARLINGTON RIDGE CDD 132 133 December 2, 2013 In response to a question from Mr. Ryan, Ms. Carpenter confirmed that the waiver will be for five years, whether it begins in 2013 or 2014. 134 Mr. Smith asked about the payment schedule, for this fiscal year, if the lots are pulled off 135 roll this year. Ms. Carpenter referred to the schedule, on Page 5, and advised that 25% is due 136 immediately, followed by 25% in February, May and August. Mr. Smith asked if interest will be 137 collected if the payment is late. Mr. Adams did not feel it would be appropriate. Mr. Smith 138 commented that the agreement states that interest will be collected. Ms. Carpenter confirmed 139 that, depending upon when the agreement is dated and the closing occurs, the interest will be 140 prorated on closing statements or an asterisk will be added on the agreement stating that no 141 interest will be due for that time period. 142 Mr. Smith asked when the District would receive the first payment for Fiscal Year 2013, 143 if the Board agrees to remove the lots from the tax roll, since the settlement schedule will not be 144 received until March. Ms. Carpenter advised that a preliminary agreement can be executed at 145 closing, which will include a preliminary list of about 171 lots. Mr. Erickson explained that, if 146 CB Landco removes ten lots from auction, if redeemed, prior to closing, the number of lots will 147 increase by ten. 148 In response to a question from Mr. Smith, Mr. Erickson advised that, technically, CB 149 Landco is closing on all of the lots that have not been sold at auction, which is about 400. The 150 lots that are in line for auction will be dealt with individually. 151 Mr. Smith voiced his confusion with regard to what the Board is agreeing to for Fiscal 152 Year 2013/2014. Ms. Kilinski explained that, if a number can be provided to the tax collector by 153 January 1, the payment will be due 14 to 30 days afterwards. If there is a deadline of March 15, 154 that payment becomes due by April 1, for whatever else is remaining. 155 Ms. Carpenter stated that, once the closing takes place on the 171 lots, the first payment 156 will be due 15 days after January 1, rather than November, with the next payments due in March 157 and November. If any other lots are added, before the tax bill is due in March, the payment will 158 be made through March and added to the schedule. 159 Mr. Huck confirmed that CB Landco wants to make the payments as quickly as possible. 160 He explained that most of the confusion will be cleared up by the end of February because there 161 are three tax sales this month and another three are scheduled for January. By the end of 162 February, CB Landco will know what parcels they protected and what parcels were lost to tax 5 ARLINGTON RIDGE CDD December 2, 2013 163 deed sales. For those parcels that are protected and owned, CB Landco wants to make the 164 payments as promptly as possible. 165 Mr. Smith asked what the District will receive if it must foreclose for nonpayment. Ms. 166 Kilinski stated that the District will receive the property. Mr. Smith asked what the property will 167 be subject to. Ms. Carpenter replied that it is subject to the debt assessments. Ms. Kilinski 168 clarified that it is arguable because, once the government purchases the property, the liens merge. 169 Mr. McKeown pointed out that the District would be foreclosing but would not want to 170 take the property in its own name so it would create a special purpose entity (SPE). It would go 171 to the trustee and the bondholder, the District would create the SPE to foreclose and there would 172 be many Phase 3 homes. 173 Mr. Smith noted that, in the past, the CDD could not foreclose without direction from the 174 bondholder. He asked why it is different now. Ms. Kilinski explained that, this time, they are 175 discussing O&M assessments, which the trustee has no authority or direction over; however, 176 there is an indenture in place and there are debt assessments on this property. Mr. Smith asked 177 why the District cannot foreclose on the back property for O&M assessments. He indicated that 178 the Board was told that they must have the approval of the bondholders. Ms. Kilinski stated that 179 the District has a good faith responsibility, under the indenture. If they are going to foreclose on 180 O&M assessments and they know there are debt assessments on that property, they must have 181 bondholder approval because the debt assessment lien will merge into that property and they 182 would be wiping out the debt on the property. 183 Mr. Smith asked what will happen if the District wants to foreclose and the bondholder 184 says no. Ms. Kilinski stated that she would not want to be in that position. She was unsure of 185 the outcome. Ms. Carpenter advised that, particularly with a sole bondholder, if the District 186 wants to foreclose but the bondholders do not and the District has budget issues, they can ask the 187 bondholder to help fund the O&M to avoid foreclose and keep operating because it is in the 188 bondholders best interest to keep the District up and running to sell the property. 189 Mr. Smith stressed that he wanted to be sure that the Board was not placing the District in 190 a weaker position by agreeing to off roll. Ms. Kilinski noted that the Board has the option to 191 certify the assessments to the tax roll, the following day, if there is a default. Mr. Smith voiced 192 his understanding that the District is in a stronger position with assessments being on roll 193 because of the tax certificate process, particularly this year because they are all caught up. Mr. 6 ARLINGTON RIDGE CDD December 2, 2013 194 Smith asked about the time frame required to place the assessments back on roll, if a payment is 195 missed. Ms. Carpenter stated that the next September 1 would be the worst case. Mr. Smith 196 asked what would happen if a year-and-a-half passed and something unforeseen occurred in the 197 economy. Ms. Carpenter stated that there are two options; to foreclose and own the lots, subject 198 to the debt assessment, or to place the lots back on the tax roll, the next year, and hope the 199 certificates sell. 200 Mr. Ryan asked what Ms. Kilinski foresees happening at the Regular Meeting. Ms. 201 Kilinski stated that resolutions will be presented for adoption and the finding will be made that it 202 is in the District’s best interest to enter into these agreements, both from the forbearance 203 perspective and the O&M payment perspective. Since decisions cannot be made in a workshop, 204 however, at the Regular Meeting, if the Board is comfortable with the way the agreement is 205 being presented, with the five-year term and the lease agreement, it will be confirmed in that 206 resolution. To the extent that the Board desires a change in the language, Ms. Kilinski suggested 207 discussing the language now; she and Ms. Carpenter will work together to finalize it in the 208 agreement. 209 Mr. McKeown confirmed the timeline for the deal. He indicated that CB Landco, the 210 trustee and the bondholder will enter into a deal. There will be a two-year forbearance 211 agreement for the debt service. Mr. McKeown asked if it may turn into a two-year or four-year 212 deal, over time. Ms. Carpenter pointed out that, from a tax perspective, a two-year agreement is 213 usually the maximum. Mr. McKeown asked if CB Landco may wish to pursue another two 214 years. Ms. Carpenter did not feel that it would work, from a tax perspective. The hope is that 215 100 or more lots will easily be sold in two years. 216 Mr. McKeown concluded that, from a business perspective, CB Landco is basically 217 asking for temporary relief, on a cash flow basis. At the end of two years, they are assuming that 218 everything will be caught up. Mr. Erickson confirmed that it is clearly a cash flow request, at 219 this point. It is a two-year agreement, defined by statute or by the IRS. Whether or not it is 220 requested again will be determined after two years. 221 Mr. McKeown stated that he saw no issue with a five-year term but it may be smart to 222 qualify a two-year term, on the debt service side. It is a five-year deal but it is more like a two- 223 year deal with a three-year renewal, at year two, to ensure that CB Landco is comfortable, on the 224 debt service side, that they made it two years and reached a milestone, from a cash flow and 7 ARLINGTON RIDGE CDD December 2, 2013 225 performance standpoint. Mr. Erickson indicated that the “ask” is for five years but they may add 226 the provision “if they are not in default”. He noted that, in two years, CB Landco may be dealing 227 with a different Board who may not understand. 228 Ms. Carpenter pointed out that the forbearance agreement is a two-year agreement and 229 any change or extension would require the Board’s approval. Mr. McKeown advised that, with 230 regard to O&M, it is safer for the Board to qualify the term by stating that five years, as a 231 concept, is fine and, if everyone is happy at the end of two years, they will auto renew, as long as 232 CB Landco is current. Mr. Smith stressed that, if they are not current, the District has the right to 233 put the assessments back on the tax roll. Ms. Carpenter suggested adding a provision for a 234 default under the forbearance agreement. If there is a problem during the two years, this 235 agreement may go away also. 236 Mr. Smith and Mr. Setaro agreed that the District has the immediate right to place the 237 assessments on the tax roll or to foreclose, if a payment is missed. Mr. Setaro noted that the 238 number of lots will decrease each year, as homes are sold. Ms. Kilinski pointed out that the lease 239 agreement is intimately tied to the O&M agreement. 240 Mr. Smith asked what would happen if the CDD missed a lease payment. Ms. Kilinski 241 advised that, if a lease payment is missed, the District will have a default under the lease 242 agreement. 243 agreement because CB Landco is agreeing to waive the golf course land. Ms. Carpenter commented that there will also be a default under the O&M 244 Ms. Brown asked what would happen if CB Landco did not maintain the ponds. Ms. 245 Kilinski advised that the lease agreement states that it would be a default under the agreement. 246 Mr. Ryan commented that they will be maintained the way they are now, perhaps a little better. 247 Mr. Erickson noted that it is up to the Board to determine what acceptable maintenance 248 is, per the lease agreement, and CB Landco is comfortable that any “heat” they receive will be 249 shifted to the Board. Ms. Kilinski pointed out that the lease agreement is in simple form because 250 of those nuances. 251 Mr. Ryan inquired about the need to continue the Regular Meeting if the resolutions are 252 adopted today. Ms. Kilinski pointed out that the meeting can be easily cancelled but it is 253 difficult to schedule a meeting. 254 In response to a question from Mr. Erickson, Mr. Huck confirmed that December 16 is 255 the closing date, per the first amendment to the contract. Mr. Erickson indicated that the goal 8 ARLINGTON RIDGE CDD December 2, 2013 256 would be to have the agreement signed and in place prior to the closing. The Board agreed to 257 continue the meeting to Thursday, December 12, 2013 at 3:00 p.m., if necessary. 258 Mr. Ryan asked if discussion was necessary regarding the food and beverage assignment. 259 Ms. Kilinski indicated that, in the Regular Meeting, discussion will take place regarding the 260 provision that the District is able to terminate the agreement with Century Golf, with no penalty 261 upon notice of a sale, and that the District has 60 days to terminate that agreement. Under the 262 agreement, there will be a requirement that the District recognize the assumption of the 263 agreement by the new landowner. The agreement can state that the District is waiving its rights, 264 under the Food and Beverage Management Agreement, to terminate the agreement, based on the 265 sale; however, in consideration for that waiver, there will be no penalty if the District decides to 266 terminate the agreement, going forward. 267 Ms. Carpenter stated that it may be appropriate to have the Board agree to send the 268 termination notice in order to have that ability and/or approve the assumption so that the 269 assumption can go forward. 270 For the benefit of the Board, Mr. Erickson advised of previous discussions with upper 271 management of Century Golf (Century) where they indicated that they are willing to waive the 272 two cancellation fees but they would like to extend the agreements. He conveyed CB Landco’s 273 request that the Board do nothing that, collectively, they may regret doing, in trying to work 274 cooperatively with Century. 275 Ms. Kilinski noted that the Board’s biggest concern has been the $75,000 fee associated 276 with the termination of that agreement and now is their chance to terminate it without the fee. 277 She clarified that there is no intention to terminate that agreement; it is the recognition that, in 278 lieu of terminating, which is now the District’s option, the District will not be charged $75,000 279 if, a year from now, CB Landco is not happy with Century Golf and wants to terminate that 280 agreement. 281 Ms. Brown asked about the time frame of the extension requested by Century Golf. Mr. 282 Erickson stated that it was not discussed. Century conveyed that they want long-term 283 relationship with whoever owns the golf course. Mr. Erickson explained that CB Landco would 284 like to have four or five months to view Century’s performance before making a decision 285 because they are not in the golf club management business; however, golf club management is 286 critical to selling real estate so the decision will be made once they determine what they have. 9 ARLINGTON RIDGE CDD December 2, 2013 287 Discussion ensued with regard to the termination clause. Mr. Erickson pointed out that 288 termination requires a new agreement, which costs everyone more money and time, versus an 289 amendment. 290 manager; however, it does not indicate how long the District has to terminate. Ms. Kilinski’s 291 recommendation was an amendment to the agreement indicating that the District is reserving its 292 right to terminate without a $75,000 penalty. Mr. Smith noted that the agreement requires a 60-day written notice to the 293 ***Mr. McKeown left the meeting at 12:04 p.m.*** 294 Mr. Smith advised that Century stepped in and did a good job; the restaurant was closed 295 and the tavern is “bare”. Their performance is not always as good as the Board would like; 296 however, they have done a good job. Mr. Smith stated that discussions have taken place 297 regarding the possibility that there might be someone better suited for the community than 298 Century. He expressed his surprise that Century may want to continue managing the restaurant 299 and tavern. 300 Mr. Erickson explained that it is beneficial to have the restaurant and tavern linked to the 301 golf course because the restaurant benefits the golf course and, therefore, benefits the 302 community. Century knows that, in order to continue managing the golf course, they must also 303 manage the restaurant and tavern and it is a good way to proceed, for the time being. Mr. 304 Erickson noted that Century has had certain constraints, primarily financial, because the goals of 305 the present owner, REDUS, are not the same as the future owner; therefore, even if the price is 306 the same, there will be different direction given for the restaurant and the golf course, which will 307 benefit sales. 308 Mr. Smith conveyed the Board’s desire to have a better relationship with CB Landco than 309 it had with REDUS with regard to the restaurant and tavern and that they would like to have 310 some input, to make it better. 311 Ms. Kilinski stated that she will recommend that the Board approve the assignment of the 312 funding agreement from REDUS to CB Landco. An amendment will be added to the 313 management agreement recognizing the 60-day sale and asking for a six month period, from the 314 time of closing, to consider termination of that agreement. If Century Golf does not agree to the 315 amendment, the District will terminate the agreement without penalty. 316 Mr. Smith noted that Century was to provide the Board with financial statements for the 317 restaurant and tavern and involve them in the budget discussions; however, the Board has not 10 ARLINGTON RIDGE CDD December 2, 2013 318 received them and has no idea how they are doing. He recalled that the restaurant operated at a 319 loss but the District was paying a huge amount of money for the chef and employees. The 320 restaurant was packed on a regular basis and the community was much smaller. Mr. Smith 321 advised Mr. Erickson that it may be easier to make money than he thinks. It is something that 322 the community would like to see happen. 323 Mr. Ryan asked if the electric for the Christmas lighting was completed. Mr. Adams 324 indicated that Morrison had all of the outlets working and marked, at the breaker panel and at the 325 outlets. The lights were due in on Friday and should be installed between today and tomorrow. 326 Mr. Adams explained that many of the lights were deteriorated. There will be a change to LED 327 lighting, which will save money. 328 Ms. Brown asked if the Arlington Ridge backlight was repaired. Mr. Adams replied no. 329 He advised that other communities with neon backlighting switched to lighting the letters. When 330 neon lights break, they become a safety issue. Mr. Adams noted that, when he and Mr. Morrison 331 walked the area in the front, at least half of the lights were not operating. They will be changed 332 to LED. 333 Mr. Adams indicated that Mr. Cosmo wants more LED Christmas lights and will make a 334 request at the Regular Meeting. Mr. Adams explained that wreaths will not be placed on the 335 poles on Arlington Ridge Boulevard and the money saved in labor costs will be utilized for 336 additional LED lights. Ms. Brown voiced her preference for white lights. 337 Mr. Ryan commented that several projects were approved by Mr. Adams that the Board 338 knows nothing about, such as the televisions that were installed in the Pilates room and the 339 cement work that was recently completed. Mr. Adams advised that the Pilates room televisions 340 were replaced because the VHS portion of both stopped working, which is a huge component of 341 the exercise room. With regard to the cement work, the drain was repaired. 342 343 Mr. Ryan reiterated last month’s request that the Board be provided with copies of all recent contracts. 344 Mr. Smith recalled briefly discussing Ms. Mehrmann’s position and did not recall a 345 decision being made regarding a time frame. Mr. Adams stated that he would like to have four 346 to six weeks of overlap. He stressed the importance of Ms. Cox being able to interact and 347 become involved and understand how everything operates. Further discussion ensued. Mr. 11 ARLINGTON RIDGE CDD December 2, 2013 348 Adams suggested terminating no later than January 15. Mr. Ryan stated that he would like it 349 done no later than January 8. 350 Mr. Smith inquired about the projects that Mr. Adams had for Ms. Cox. Mr. Adams 351 stated that he wants Ms. Cox to pursue the trip hazard issues in the Village Green. The striper 352 indicated that he does not perform this service so Ms. Cox will have to pursue other resources. 353 Mr. Ryan asked how much guidance Mr. Adams would be able to provide to Ms. Cox between 354 now and January 1. Mr. Adams advised that there would be telephone conversations every other 355 day, at the very least and, as she comes across things, he will advise her not to hesitate to contact 356 him. After the holidays, Mr. Adams would like to take Ms. Cox on some of the landscape tours, 357 with the contractor. They will review the specifications, talk to the contractor, and Mr. Adams 358 will give Ms. Cox an idea of what he is looking for and how to address them. He also wants her 359 to become familiar with coding invoices. 360 Mr. Adams indicated that he provided Ms. Cox with the CDD website address to review 361 last year’s minutes, documents and the audit, to get a feel for where the District has been, where 362 they are today and where they are headed. 363 Mr. Smith recalled a comment made by CB Landco, at the last workshop, that they are 364 able to purchase lots without having to clear up outstanding tax certificates. If that is the case 365 and they choose not to clear up outstanding certificates, the lots are taken off roll for a year, the 366 tax certificate passes the two-year period where they can file for tax deed and CB Landco 367 decides to let a particular lot go to tax deed, Mr. Smith questioned what happens to the CDD’s 368 outstanding off-roll money. Ms. Kilinski stated that a calculation will be performed for the 171 369 lots, based upon O&M assessments, and a singular bill will be generated. It will attach the lots 370 but CB Landco will owe an O&M assessment regardless of whether they own the property from 371 “point A” to “point D”. In the next fiscal year, that lot will not be on their list; they will have 372 lost that property for O&M assessment that will be on the roll because the District will not have 373 gotten the list from them. The District will certify the lot for collection and it will be a part of 374 the direct bill assessment. 375 Mr. Smith indicated that, initially, on December 16, CB Landco is taking title to every 376 lot. Mr. Ryan voiced his understanding is that there will be no tax certificates outstanding when 377 the lots are taken off roll. Ms. Kilinski agreed. Mr. Ryan pointed out that they may lose half of 378 the lots because they are going to tax deed in December and January. 12 ARLINGTON RIDGE CDD December 2, 2013 379 Ms. Kilinski stated that the District will receive a list at the end of every fiscal year of the 380 properties that CB Landco wants directly billed. CB Landco is required, pursuant to this 381 agreement, to pay the O&M assessment that is due on the property and, if they do not, they are in 382 violation of this agreement, whether they own the property or not. Ms. Kilinski stated that, when 383 Mr. Adams’ office sends out the invoice, the number of lots will be multiplied by the amount of 384 the O&M assessment and that will be the amount of the bill. If one lot is not paid, they will be in 385 violation of the agreement. Mr. Adams confirmed that, under this agreement, CB Landco must 386 pay the assessment for all of the lots that they are responsible for, on the list; they cannot pick 387 and choose. 388 Ms. Kilinski noted the portion of the agreement that indicates that the District is relying 389 solely on the list provided by CB Landco as to what is directly billed or not directly billed; if the 390 list is incorrect, the remaining lots are placed on roll. 391 392 393 394 FOURTH ORDER OF BUSINESS Adjournment There being no further business, the workshop adjourned at 12:47 p.m. 395 13 ARLINGTON RIDGE CDD 396 397 398 399 400 401 402 403 404 405 406 December 2, 2013 _____________________________ Secretary/Assistant Secretary ______________________________ Chair/Vice Chair 14 MINUTES OF MEETING ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT 1 2 3 4 5 A Regular Meeting of the Arlington Ridge Community Development District’s Board of 6 Supervisors was held on Monday, December 2, 2013, at 2:00 p.m., at Fairfax Hall, 4475 7 Arlington Ridge Boulevard, Leesburg, Florida 34748. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 Present and constituting a quorum were: Michael Ryan Stephen Smith Sharon Brown Dominic Setaro Chair Vice Chair Assistant Secretary Assistant Secretary Also present were: Chuck Adams Jennifer Kilinski Deanna Cox Jan Carpenter Art Erickson Jackie Rector Joan Kelly Tina Liphardt Dick Fariel Bob Lucas Cindy Samp Residents FIRST ORDER OF BUSINESS District Manager District Counsel On Site Administrator Special Counsel, Common Bond Capital Partners, LLC Florida Leisure Communities Resident Resident Resident Resident Resident Resident Call to Order/Roll Call Mr. Adams called the meeting to order at 2:02 p.m., and noted, for the record, that 36 Supervisors Ryan, Smith, Brown and Setaro were present, in person. Supervisor McKeown was 37 not present. 38 39 40 41 SECOND ORDER OF BUSINESS Public Comments Mr. Ryan opened the meeting for public comments or questions regarding agenda items. ARLINGTON RIDGE CDD December 2, 2013 42 Mr. Dick Farial, a resident, advised that, when he moved to the community, he could 43 walk at a firm pace, with no problem. It is now several years later and, when he walks, his legs 44 get tired. Mr. Farial asked the Board to consider installing two benches, between the Village 45 Green and the front gate. He felt that more residents would walk if there were benches. 46 Ms. Tina Liphardt, a resident, stated that she sent an email asking a question regarding 47 the bond, on the tax bill. She asked how the residents can obtain their balance and the amount of 48 interest that is being paid on the bond. Mr. Adams indicated that he did not receive Ms. 49 Liphardt’s email; however, he will provide the contact information to obtain the outstanding 50 principal and the interest rate on the bond. 51 52 53 54 55 56 57 58 59 THIRD ORDER OF BUSINESS Introduction: New Administrator, Deanna Cox On-Site Mr. Adams introduced Ms. Deanna Cox, the new On-Site Administrator. Ms. Cox stated that she was looking forward to meeting everyone. Mr. Adams noted that it was Ms. Cox’s first day and Staff was in the process of setting up her email address. Ms. Brown advised that Ms. Cox will be in the office Monday through Friday. 60 61 62 63 FOURTH ORDER OF BUSINESS Consideration of Forbearance Agreement 64 the developed lots, the golf course and the Welcome Center from REDUS, who is Wells Fargo. 65 The group is asking for assistance from the residents and the Board to help their investment pay 66 off. As such, they have asked the Board to adopt two agreements. Mr. Ryan stressed that this is 67 not a “done deal”; the agreements are the Board’s acknowledgement that the CDD is willing to 68 provide assistance, if the other pieces are pulled together. Mr. Ryan explained that, for the past few months, a group was considering purchasing 69 Ms. Kilinski presented the Forbearance Agreement for the Board’s consideration. She 70 explained that this is an agreement between the trustee, on behalf of the bondholder, and the 71 landowner, CB Arlington Ridge Landco. The District would be a party to the agreement for the 72 limited purposes of consenting to and acknowledging the agreement but, as discussed in previous 73 meetings, the District will only execute the agreement if direction is received from the trustee, on 74 behalf of the bondholder. 2 ARLINGTON RIDGE CDD December 2, 2013 75 Ms. Kilinski noted that this Forbearance Agreement is specific to debt assessments; it has 76 nothing to do with O&M payments. It is the bondholder’s agreement for the District and 77 landowner to forbear payment of the debt assessments for a period of two years. The District is 78 only a party because it is a party to the indenture and there are requirements, under the indenture, 79 for the District to collect those debt assessments. Ms. Kilinski stated that the Forbearance 80 Agreement shows the District that the bondholder has indicated that the District is not required, 81 under the indenture, to collect those debt assessments, is not required to pursue foreclosure if the 82 assessments are not received on the property that the bondholder is telling the District not to 83 collect them on and that the bondholder is telling the District not pursue remedial action. The 84 District’s agreement, under the indenture, is to collect the assessments and to pursue remedial 85 action if the assessments are not collected, so this is the only direction that the District needs and 86 the part that the District plays with regard to the role of the debt assessments. 87 Ms. Kilinski asked for questions or discussion regarding the Forbearance Agreement. 88 In response to a question from a resident, Ms. Kilinski explained that the District was 89 established for the purposes of financing public improvements and the operation and 90 maintenance of those improvements. In 2006, the District, through direction of the trustee and 91 bondholder, issued bonds to finance those improvements. Ms. Kilinski specified that those are 92 the debt assessments, not the operation and maintenance assessments, which are recurring annual 93 assessments levied at the time that the budget is adopted each year. She advised that the debt 94 assessment is a one-time lien placed on the property and it will never be levied again; once it is 95 paid off, it will not be levied again, unless the Board authorizes a second issuance of bonds. Ms. 96 Kilinski indicated that the debt assessment relates to the property that is currently owned by the 97 bank. The Forbearance Agreement is in the interest of getting the property moving, getting 98 builders in, to make the development grow and expand. The bondholders want to see a return on 99 their investment, just as the residents do. 100 Ms. Kilinski stated that the District normally sends out bills for the debt assessments like 101 they do for individual properties; if the assessments are not paid, the District may pursue 102 foreclosure. The District was asked by the trustee, on behalf of the bondholder, not to collect 103 assessments on the property owned by the bank. The bondholders know that they are not getting 104 paid on that property but they are agreeing, for two years, to forbear the assessments to allow the 3 ARLINGTON RIDGE CDD December 2, 2013 105 purchaser to make an investment in the community. Once the community is up and running and 106 homes are being sold, the purchaser will be asked to begin paying the debt. 107 Ms. Kilinski stressed that this agreement will not, in any way, impact what the residents 108 owe; it impacts the liens of the debt assessments only on the bank-owned property. Everything 109 will remain the same for individual properties. The District must sign on to this agreement 110 because they signed an indenture, at the time the bonds were issued, agreeing to levy 111 assessments and collect them and, if they are not collected, the District must foreclose. 112 Ms. Kilinski clarified that, if these assessments, for some reason, are never collected by 113 the bondholder, the bondholder cannot levy assessments on the residents’ property. 114 Resolution 2014-3, Approving a Forbearance Agreement 115 ***This item was an addition to the agenda.*** 116 Mr. Ryan presented Resolution 2014-3 for the Board’s consideration. Ms. Kilinski 117 explained that the “Whereas” clauses make a finding about the background when the bonds were 118 levied and the fourth “Whereas” clause attaches, as an exhibit, the Forbearance Agreement, 119 which was circulated this morning, with some minor changes. The resolution gives approval of 120 the Forbearance Agreement but only when bondholder direction is received, through the trustee, 121 that the deal is done and they are to enter into the Forbearance Agreement, in terms of the 122 consent and acknowledgement and approving, in substantial form and authorizing the Chair, in 123 consultation with Staff, to finalize the Forbearance Agreement, on the District’s behalf. 124 125 126 127 128 129 130 131 132 133 134 135 136 137 On MOTION by Mr. Setaro and seconded by Ms. Brown, with all in favor, Resolution 2014-3, Approving a Forbearance Agreement in Substantial Form; Authorizing the Chairman and District Staff to Take the Necessary Actions to Effectuate the Terms of the Forbearance Agreement; Providing a Severability Clause; and Providing an Effective Date, was adopted. FIFTH ORDER OF BUSINESS Consideration of O & M Assessment Payment Agreement Ms. Kilinski presented the O & M Assessment Payment Agreement for the Board’s 138 consideration. She explained that this agreement is more District centered and it is related to the 139 annually recurring O&M assessments. 4 ARLINGTON RIDGE CDD December 2, 2013 140 Ms. Kilinski advised that the agreement addresses two substantive issues. She explained 141 that, typically, there are two ways to collect assessments. The District collects assessments on 142 some of the properties directly. The owner of the property receives a bill from the District 143 Manager’s office and payment is made directly to the District. 144 assessments is on the tax bill. The District certifies individual properties or lots to the tax 145 collector for collection on the tax bills that are sent in November and payment must be made by 146 April. This agreement indicates that, for the properties that are owned by the prospective 147 purchaser, the District will consider directly billing those assessments for five years. 148 discussion is related to whether that will commence in Fiscal Year 2013/2014, as Year 1, 149 forward, or if it begins in Fiscal Year 2014/2015, as Year 1, for a total of five years. The other way to collect The 150 Ms. Kilinski stated that the second substantive issue is that the District levies assessments 151 on all of the property within the District, with the exception of the back foreclosed parcel. This 152 agreement essentially indicates that the prospective purchaser is willing to pay their O&M 153 assessments, in due course, with the exception of the golf course, where the District will levy the 154 O&M assessments as in the past and it will be secured by an assessment lien but it will be offset 155 by a payment by the District to the prospective purchaser in an amount equal to that assessment 156 lien for lease of certain space; the District will also enter into a lease agreement for the golf 157 course, in an annual amount equal to the O&M assessments, to provide, among other things, 158 needed storage space for the District’s operations, as well as maintenance of certain stormwater 159 management ponds on the golf course. 160 Ms. Kilinski reminded the Board that the prospective purchaser will expend capital funds 161 and other monies as an investment in the community, in an effort to build it out, market and sell 162 it. She advised that the resolution will reflect the changes just described, in substantial form. 163 Ms. Kilinski noted that Ms. Jan Carpenter was in attendance, representing the prospective 164 purchaser, and they will work together to ensure that the language is articulated as to today’s 165 business decisions ultimately made by the Board. 166 Ms. Brown requested that Ms. Kilinski circulate the payment schedule. Ms. Kilinski 167 pointed out that, if the District collects assessments in typical fashion, the Board adopts an 168 assessment resolution indicating that those assessments that are directly collected by the District 169 are collected in a certain time period. For the golf course, it may be quarterly, on November 1, 170 February 1, May 1 and August 1. This resolution will essentially adopt an assessment schedule 5 ARLINGTON RIDGE CDD December 2, 2013 171 that will be placed in the assessment resolution, on a going forward basis, for the O&M 172 assessments on those properties, for every quarter. The District will know which properties are 173 directly billed based on what is certified to the District from the prospective landowner and the 174 District will be entitled to rely on that document per the agreement. 175 Ms. Joan Kelly, a resident, requested clarification with regard to the golf course portion. 176 Ms. Kilinski explained that the prospective purchaser is making a substantial investment in the 177 community. It is not unusual for there to be some type of forgiveness or alternative schedule on 178 the O&M assessments, or consideration for a lesser amount of O&M assessments, when there is 179 a default, with the idea that someone is purchasing a huge piece of land and the carry on that land 180 and the O&M assessments are too great for the purchaser to make the business deal when 181 nothing has been built or sold. In consideration for their investment in the community, the 182 District is agreeing to give consideration for the $24,000 assessment until the project is up and 183 running. 184 purchaser. The agreement will only be entered into if there is evidence of closing by the 185 In response to a question from Ms. Kelly, Ms. Kilinski stated that the assessment will be 186 levied but the additional money will not come from anyone; the $24,000 will be gone. She noted 187 the number of residents that may come into the community and pay assessments not before paid 188 and that there someone will be paying on the lots that the bank has not been paying on. 189 Mr. Ryan indicated that, in looking at the budget for this fiscal year and at the District’s 190 financial statements, moving forward, there is a line item under “Revenue” for “Off-roll golf 191 course assessments”, for about $24,000. That line item will show a zero for this year and, in 192 future years, the Board will not budget for it because they are being asked to forgive it for a 193 period of time. In return for that, the purchaser will make a substantial investment in the 194 community, provide trailer space for storage and maintain the stormwater retention ponds. 195 196 Mr. Setaro clarified that the purchaser will pay the District the $24,000 and then the District will pay them $24,000 for storage space. 197 Ms. Liphardt asked if there will be three entities; the golf course, the CDD and Terra 198 Management, when the new company comes in. Mr. Ryan replied there will be a golf course, a 199 CDD and an HOA and pointed out that there will be a much better relationship with the HOA 200 and with the new owners, than there was in the past, with the bank. Mr. Ryan commented that 201 the purchaser will have a vested interest in seeing the community grow and prosper. 6 ARLINGTON RIDGE CDD December 2, 2013 202 With regard to the fiscal years in the O&M Payment Agreement, Mr. Ryan indicated that 203 the agreement will be for Fiscal Year 2013/2014 and four years from this fiscal year. Mr. Smith 204 advised that Fiscal Year 2017/2018 will be the fifth year. 205 Resolution 2014-4, Approving an O & M Payment Agreement 206 ***This item was an addition to the agenda.*** 207 Ms. Kilinski stated that Resolution 2014-4 is similar in form to the previous resolution. 208 She pointed out, for the record, that the heading will be updated and, in Section 2, “forbearance” 209 will be changed to “O&M Payment”. 210 Ms. Kilinski explained that this resolution discusses the District’s establishment; attached 211 is the O&M Payment Agreement and, by its adoption, the Board is approving the O&M Payment 212 Agreement, in substantial form, recognizing that it must be updated to reflect Fiscal Years 213 2013/2014 through 2017/2018, for the five years, and the Board is authorizing District Staff to 214 effectuate the terms of the agreement upon approval and it is conditioned upon the closing of the 215 property. Ms. Kilinski noted that the main exhibit to the O&M Payment Agreement, which is a 216 form of the lease agreement, has not yet been reviewed by the purchaser’s counsel and, thus, will 217 be in substantial form. She also pointed out that the property description will be finalized at that 218 time. 219 Mr. Setaro explained that this agreement means that the District is giving the purchaser 220 some relief, for cash flow purposes but it will not affect the residents because the District does 221 not receive payments until May or June, each year, and they will now receive payments 222 quarterly. He noted that, once houses are built, they automatically go back on roll; therefore, 223 each year, that amount should decrease. 224 Mr. Smith referred to Page 4 of the agreement and indicated that the purchaser will 225 provide the initial description of the settlement property to the CDD on or before March 15; 226 therefore, the CDD must wait until the list is received before contacting the county. Ms. Kilinski 227 agreed and confirmed that, shortly after closing, the purchaser may provide a list of the lots that 228 are certain to be on the settlement list, with a final list to be provided by March 15, for this fiscal 229 year. Mr. Smith stated that the District will request that the lots on the final list be removed from 230 the tax rolls for the current fiscal year. In August, another list will be provided for the next fiscal 231 year. 232 7 ARLINGTON RIDGE CDD 233 234 235 236 237 238 239 240 241 242 243 December 2, 2013 On MOTION by Mr. Setaro and seconded by Ms. Brown, with all in favor, Resolution 2014-4, Approving an O&M Payment Agreement in Substantial Form; Authorizing the Chairman and District Staff to Take the Necessary Actions to Effectuate the Terms of the O&M Payment Agreement; Providing a Severability Clause; and Providing an Effective Date, as amended, was adopted. Mr. Ryan stressed that the resolutions will not go into effect until there is an actual closing. He pointed out that the deal must be finalized by the end of December. 244 245 246 247 SIXTH ORDER OF BUSINESS 248 options. 249 Discussion: Storage of Holiday Lights Mr. Adams advised that Mr. Cosmo asked that this item be deferred, as he is looking into Mr. Ryan expressed his thanks to the decorating committee for their efforts. 250 251 252 253 254 SEVENTH ORDER OF BUSINESS Consideration of Notice Under Food & Beverage Agreements 255 and beverage agreement whereby the District owns the restaurant but Century Golf manages it. 256 The bank has asked the District to allow that to continue. One of the provisions of the agreement 257 is that, if REDUS sells the property, the District has some options. Mr. Ryan stated that, under the agreement with REDUS, the District entered into a food 258 Ms. Kilinski explained that, under the Food and Beverage Funding Agreement, which is 259 currently between REDUS Arlington Ridge and the District, the CDD has been asked to 260 acknowledge and approve the assignment of that agreement, contingent upon evidence of sale of 261 the property from REDUS to CB Arlington Ridge Landco. 262 263 264 265 266 267 268 269 On MOTION by Mr. Smith and seconded by Mr. Setaro, with all in favor, the assignment of the Food and Beverage Funding Agreement from REDUS Arlington Ridge to CB Arlington Ridge Landco, contingent upon evidence of the sale of the property, was approved. 8 ARLINGTON RIDGE CDD December 2, 2013 270 Ms. Kilinski indicated that the second part of the discussion is consideration of the notice 271 under the Food & Beverage Agreement. She referred to Page 12, Section VII TERMINATION, 272 Section 7.1, “Termination by Owner” and explained that, in the last three budgets, the District 273 budgeted $25,000 towards the $75,000 buyout. In the event of the sale of the Golf Club, upon 274 sixty (60) days prior written notice to the Manager, the District can terminate the agreement 275 without paying the $75,000 fee, in the first five years. 276 Ms. Kilinski indicated that she was seeking approval from the Board to write a notice to 277 Century Golf stating that the District recognizes that there is an impending sale or that the sale 278 has occurred and asking for six months time to give them a notice of termination of this 279 agreement, rather than 60 days. The District’s understanding, from the prospective purchasers, is 280 that they are working through the terms of the agreement. The extension will give the purchaser 281 six months to show that they are comfortable with Century Golf but also retains the District’s 282 rights, per this agreement, to that notice of termination without payment of $75,000. If, for some 283 reason, between now and the time that the notice is written, Century Golf indicates that they are 284 not willing to accept, Ms. Kilinski will report to the Board, in January, and they will still have 285 time to give notice that the District will terminate the agreement or ask for consideration to 286 terminate without payment of $75,000, at a later date. 287 288 289 290 291 292 293 294 295 296 297 298 299 300 On MOTION by Ms. Brown and seconded by Mr. Setaro, with all in favor, authorizing District Counsel to send a Notice of Right to Terminate Agreement amendment to Century Golf extending the termination notice period from 60 days to six months, without payment of the $75,000 fee, was approved. EIGHTH ORDER OF BUSINESS A. Consideration of Funding Requests Events Committee Name That Tune (February 28, 2014) Mr. Ryan indicated that three funding requests were received from the Events Committee for the fiscal year. 301 Mr. Ryan stated that the first request is for a “Name that Tune” event to be held on 302 February 28, 2014 at Fairfax Hall. He pointed out that it appears that the committee anticipates 303 making a profit so no funding is required. 9 ARLINGTON RIDGE CDD 304 305 Ms. Samp clarified that the committee is anticipating 125 people to attend. If there are fewer attendees, funding may be required. 306 307 December 2, 2013 Mr. Ryan explained that the CDD is sponsoring four or five major events each year and the residents are asking that this be considered a major event. 308 309 310 311 312 313 314 On MOTION by Ms. Brown and seconded by Mr. Setaro, with all in favor, accepting Name That Tune as a CDD sponsored event, as discussed, was approved. B. Spring Fling Dance (April, 2014) 315 Mr. Ryan advised that the actual date of the Spring Fling Dance is to be determined. The 316 event will be held at Fairfax Hall and a buffet is planned, with dancing and live band music. The 317 anticipated funding is about $1,350. 318 319 Ms. Brown questioned the cost of the buffet. Mr. Smith suggested having Ms. Cox assist with this event, since it is not until April. 320 321 Ms. Brown requested that the “2013-2014 Starting Balance”, on the funding requests, be removed, noting that the $5,000 is not specific to the Events Committee. 322 323 This item was deferred. C. 324 Caribbean Themed Pool Party (September, 2014) This item was deferred. 325 326 327 328 329 330 331 332 333 334 335 336 On MOTION by Mr. Smith and seconded by Ms. Brown, with all in favor, deferring approval of the Spring Fling Dance and the Caribbean Themed Pool Party to the On-Site Administrator, who will work with the Events Committee Chairperson on the details, was approved. NINTH ORDER OF BUSINESS A. Consideration Application of Resident Clubs – Bunco Group 337 Mr. Ryan presented the application for the Bunco Group to become a Resident Club. He 338 stated that the club meets on the third Monday of every month, in the Craft Room, at 6:30 p.m. 339 All residents are invited. 10 ARLINGTON RIDGE CDD December 2, 2013 340 341 342 343 344 345 346 347 348 On MOTION by Mr. Smith and seconded by Mr. Setaro, with all in favor, designating the Bunco Group as a Resident Club, was approved. B. Casual Cards Club Mr. Ryan presented the application from the Casual Cards Club to become an approved Resident Club. 349 Mr. Smith recalled that the Facilities Use Policy limits reservations to one time per week. 350 Ms. Brown pointed out that the time frame on the application is from 6:30 p.m., to 9:30 351 352 p.m., and, currently, all buildings are closed at 9:00 p.m. Mr. Adams confirmed that reservations are limited to once per week. Mr. Smith 353 suggested that the club choose a primary day of the week to meet, if they meet more than once 354 per week, with a secondary day subject to other reservations, up to one year at a time. 355 Ms. Kilinski requested that Mr. Adams provide amended policy language. She noted that 356 the Board may modify the policy by motion. In January or February, the Board can review the 357 District’s policies for revisions. 358 A resident pointed out that more reservations are needed in the winter months than in the 359 summer and those who actually take part may provide additional input. Mr. Ryan indicated that 360 one of the reasons that an On-Site Administrator was hired was to work through these issues. 361 Residents will provide input to Ms. Cox and Ms. Cox will solicit input from residents. Mr. Ryan 362 stated that, starting today, anyone desiring to register a club will meet with Ms. Cox. All 363 applications will be approved by Ms. Cox and Mr. Adams. 364 Ms. Rector asked when the additional room will be available. Mr. Adams stated that the 365 phones, surge protectors and cubicles will be removed and tables and chairs will be added. He 366 anticipated availability within the next 30 days. 367 368 369 370 371 372 373 On MOTION by Mr. Smith and seconded by Mr. Setaro, with all in favor, designating the Casual Cards Club as an approved Resident Club, as well as requiring a primary and secondary reservation for clubs meeting more than one time per week and changing the three month reservation requirement to one year, were approved. 11 ARLINGTON RIDGE CDD 374 375 376 TENTH ORDER OF BUSINESS Update: SPE Activities Ms. Kilinski had no updates. 377 378 December 2, 2013 Mr. Ryan indicated that this item is on every agenda and he suggested placing it under the Attorney’s report. 379 380 381 382 ELEVENTH ORDER OF BUSINESS A. 383 384 Approval of Minutes October 24, 2013 Workshop Mr. Ryan presented the October 24, 2013 Workshop Minutes and asked for any additions, deletions or corrections. 385 386 387 388 389 390 391 On MOTION by Mr. Setaro and seconded by Ms. Brown, with all in favor, the October 24, 2013 Workshop Minutes, as presented, were approved. B. 392 393 October 30, 2013 Workshop Mr. Ryan presented the October 30, 2013 Workshop Minutes and asked for any additions, deletions or corrections. 394 The following changes were made: 395 Lines 31 and 32: Delete sentence 396 Lines 155 and 156: Delete sentence 397 Line 310: Change “golf” to “gala” 398 399 400 401 402 403 404 405 406 407 On MOTION by Ms. Brown and seconded by Mr. Setaro, with all in favor, the October 30, 2013 Workshop Minutes, as amended, were approved. C. November 6, 2013 Regular Meeting Mr. Ryan presented the November 6, 2013 Regular Meeting Minutes and asked for any additions, deletions or corrections. Line 34: Add “Lucas” after “Bob” 408 12 ARLINGTON RIDGE CDD 409 410 411 412 413 414 415 416 December 2, 2013 On MOTION by Ms. Brown and seconded by Mr. Setaro, with all in favor, the November 6, 2013 Regular Meeting Minutes, as amended, were approved. TWELFTH ORDER OF BUSINESS Other Business There being no other business to discuss, the next item followed. 417 418 419 420 THIRTEENTH ORDER OF BUSINESS A. 421 422 Staff Reports Attorney There being nothing additional to report, the next item followed. B. Manager 423 i. 424 Mr. Adams presented the Unaudited Financial Statements as of October 31, 2013. He 425 pointed out that the vast amount of early month activity is accrued to the prior fiscal year and 426 appears in the September 30 financial statements. 427 428 Approval of Unaudited Financial Statements as of October 31, 2013 Mr. Adams noted that the insurance premiums were paid during October and are onetime payments. 429 Mr. Adams indicated that the Board and Staff will move forward with a reserve study, 430 which will help the Board identify additional designated reserve categories, on the Balance 431 Sheet, that will relate to the amenities. 432 ii. Operational Report 433 Mr. Adams reported that the blue and yellow flowers have arrived. The gardening area in 434 the dry retention area was removed and refurbished to its original condition. The furniture and 435 bricks that were in the butterfly garden were moved last week and placed between Fairfax Hall 436 and the theater. Morrison Electric completed some work related to updating the outlets and 437 relocating some of the outlets at the front entry to better accommodate the holiday lighting. In 438 evaluating the uplighting at the front entrance, it was noted that a large number of those lights 439 were either out or the condition had deteriorated and became a hazard. Those lights will be 440 converted to LED. 13 ARLINGTON RIDGE CDD December 2, 2013 441 With regard to the signage, Mr. Adams indicated that the original backlighting was neon 442 and the decision was made, years ago, not to repair or replace it. The lettering will be re-lit from 443 the front of the flower beds. 444 Mr. Adams advised that the mulch was scheduled to be changed out in November. Mr. 445 Adams met with OneSource and highlighted that for them and they are currently scheduling 446 installation during the month of December. Overall, OneSource has done a good job and he has 447 seen tremendous improvement. 448 449 Mr. Smith inquired about the status of the fitness center. Mr. Adams stated that the treadmills and the elliptical were removed and the new equipment will be installed tomorrow. 450 Mr. Smith reported that some of the street lights have a yellow band on them. Mr. Bob 451 Lucas, a resident, stated that a repair order was placed for the 13 or 14 lights that were out on 452 Arlington Ridge Boulevard and those with a yellow band are under repair. 453 Ms. Brown inquired about the additional bid for the key card system. Mr. Adams stated 454 that he did not hear from the company. He contacted the headquarters in Melbourne advising 455 that he did not receive a response and was told that he would get a response within the next day 456 or two; however, none was received. Mr. Adams stated that he will pursue another company. 457 Mr. Smith asked the status of the swimming pool. Mr. Adams noted that he is waiting for 458 one last proposal, which is coming in the form of a landscape replacement proposal, from 459 OneSource, which he expects to receive this week. 460 iii. NEXT MEETING: January 8, 2014 at 2:00 P.M. 461 The next meeting is scheduled for January 8, 2014. 462 463 464 465 466 FOURTEENTH ORDER OF BUSINESS 467 comments. Supervisors’ Comments Mr. Ryan asked for Supervisors’ requests. Requests and Public There being none, he asked for public 468 Mr. Cosmo advised that 30 to 35 volunteers installed decorations in the community and 469 he expressed his thanks to all of them. He noted that, last night, in the front of the community, 470 on the right-hand side going out, all of the lights were out; however, when the GFI was used, 471 they came on, so there is a problem. Mr. Cosmo also indicated that there is only one socket that 472 works in the Village Green. 14 ARLINGTON RIDGE CDD December 2, 2013 473 A resident inquired about getting Wi-Fi in the exercise area. Mr. Ryan stated that there is 474 Wi-Fi in the Village Green. Ms. Cox will check into it. Mr. Adams advised that the Board may 475 want to consider relocating the Wi-Fi router because, between the current location and that side 476 of the Village Green, there is a large metal kiln, which will create major issues with a reliable 477 Wi-Fi feed into that end of the Green. 478 In response to a question, Mr. Ryan recalled past discussion regarding repurposing some 479 of the facilities, such as the computer room. He noted that the Ice Cream Parlor, at Chatham’s, 480 will be addressed next year and those items are on the Board’s agenda. More than likely, with a 481 potential new owner, additional facilities will be addressed. 482 483 Ms. Kelly asked for Ms. Cox’s job description. Mr. Adams advised that it will be posted on the website. 484 485 Mr. Ryan explained that Ms. Cox will report directly to Mr. Adams, who is the CDD OffSite Manager. 486 487 488 489 Mr. Ryan noted that the next Regular Meeting will be held on January 8, 2014 at 2:00 p.m. Mr. Ryan thanked the residents for their attendance at the CDD meetings and for their input and wished them a happy holiday season. 490 491 492 493 FIFTEENTH ORDER OF BUSINESS Adjournment 494 p.m., at Fairfax Hall, in case the potential purchasers need the Board to take action. Notice will 495 be provided if the continued meeting is cancelled. Mr. Ryan indicated that this meeting will be continued to December 12, 2013 at 3:00 496 497 498 499 500 On MOTION by Mr. Setaro and seconded by Mr. Smith, with all in favor, the meeting was continued to December 12, 2013 at 3:00 p.m. 15 ARLINGTON RIDGE CDD 501 502 503 504 505 506 507 508 509 510 December 2, 2013 _____________________________ Secretary/Assistant Secretary ______________________________ Chair/Vice Chair 16 AMENDMENT TO THE AGREEMENT BY AND BETWEEN THE ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT ("DISTRICT") AND ARLINGTON RIDGE CLUB MANAGEMENT LLC ("MANAGER") REGARDING FOOD AND BEVERAGE MANAGEMENT SERVICES RECITALS WHEREAS, the District and Manager previously entered into a certain Food and Beverage Management Agreement, dated August 1, 2010 ("Management Agreement"), attached hereto as Exhibit A; and WHEREAS, Section 7.1 of the Management Agreement provides that the District may terminate the Management Agreement in the event of a sale of the Golf Club, as therein defmed, upon sixty (60) days prior written notice to the Manager, which termination would not result in a termination fee due from District to Manager; and WHEREAS, the Golf Club sold on or about December 16, 2013; and in lieu of terminating the agreement due to such sale, the District is requesting an amendment to the Management Agreement to provide that the District shall have one hundred and eighty (180) days from the time of a notice from Manager that the Golf Club has sold to terminate the Management Agreement, which termination would not result in a termination fee due from District to Manager; and WHEREAS, WHEREAS, the parties desire to amend the Management Agreement as set forth in more detail in Section 2 below; and WHEREAS, each of the parties hereto has the authority to execute this Amendment and to perform its obligations and duties hereunder, and each party has satisfied all conditions precedent to the execution of this Amendment so that this Amendment constitutes a legal and binding obligation of each party hereto. Now, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, the District and the Manager agree as follows: SECTION 1. The Management Agreement is hereby affirmed and continues to constitute a valid and binding agreement between the parties. Except as described in Section 2 of this Amendment, nothing herein shall modify the rights and obligations of the parties under the Management Agreement All of the remaining provisions, including, but not limited to, indemnification and sovereign immunity provisions, remain in full effect and fully enforceable. Section 7.1 (i) of the Management Agreement shall be deleted in its entirety and replaced with the following: SEcriON l. Termination by Owner. Owner shall be entitled to a consideration period of one hundred and eighty (180) days (the "Consideration Period") to determine whether or not it wishes to exercise its rights to terminate this Agreement upon the sale of the Golf Club without payment of a Termination Fee, as set forth in provision (i) of the preceding sentence. The Consideration Period shall commence on the closing date of the sale of the Golf Club ("Closing''), which shall be set forth in a notice from Manager to Owner that such sale has occurred, and continue until the end of business on the date which is 180 days after Closing. If Owner does not elect to terminate this Agreement during the Consideration Period, by sending the required 60-day termination notice no later than the last day of the Consideration Period, then Owner's option to terminate this Agreement under clause (i) of the first sentence of this Section 7.1, will expire and be of no further force or effect. The remainder of Section 7.1 shall otherwise remain the same and in full force and effect. IN WITNESS WHEREOF, the parties hereto have signed this Amendment to the Food and Beverage Management Agreement on December 2013, which shall be the effective . date of this Amendment. ATTEST: ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT Chai~ - Board of Supervisors ' MlC"A.E:L Print Name ATTEST: :I: ~A.,j C t..\E$l.E'( E. Ab.tv1.-s :;tr. ARLINGTON RIDGE CLUB MANAGEMENT LLC Prin-t:___________________________ By: Its: ----------------------------- ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT FINANCIAL STATEMENTS UNAUDITED NOVEMBER 30, 2013 ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT BALANCE SHEET GOVERNMENTAL FUNDS NOVEMBER 30, 2013 Major Funds Debt Service Series 2006 General ASSETS Cash SunTrust Bank - undesignated Cash on hand/petty cash - undesignated Investments Revenue Reserve Prepayment Construction Due from other funds General Assessments receivable SPE acreted off-roll assessment Inventory (refundable by Century) Total assets LIABILITIES & FUND BALANCES Liabilities: Accounts payable Debt service payable Due to other funds Debt service Deferred revenue Total liabilities Fund balances: Nonspendable Prepaid items and inventory Committed F&B management agreement buyout Common area maintenance Resricted for: Capital projects Undesignated, unreserved Total fund balances Total liabilities and fund balances $1,251,678 500 $ - Capital Projects Series 2006 $ Total Governmental Funds - $ 1,251,678 500 - 544,254 126,512 98,389 - 1,755 544,254 126,512 98,389 1,755 34,818 264,562 9,733 $ 1,561,291 136,726 95,063 $ 1,000,944 $ 1,755 136,726 129,881 264,562 9,733 $ 2,563,990 $ $ $ 29,167 785,000 - $ 29,167 785,000 136,726 299,380 465,273 95,063 880,063 - 136,726 394,443 1,345,336 9,733 - - 9,733 75,000 67,316 - - 75,000 67,316 943,969 1,096,018 120,881 120,881 1,755 1,755 1,755 1,064,850 1,218,654 $ 1,561,291 $ 1,000,944 1,755 $ 2,563,990 $ 1 ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GENERAL FUND FOR THE PERIOD ENDED NOVEMBER 30, 2013 Current Month REVENUES Assessment levy: on-roll (net) Assessment levy: Golf Course Assessment levy: off-roll SPE O&M Interest & miscellaneous Fairfax Hall - Sales/banquets Lexington Spa Total revenues EXPENDITURES Professional and administrative Accounting Annual district filing fee Audit Insurance - public officials & general liability Legal advertising Miscellaneous - contingency Postage & freight Printing & binding Prof. services - dissemination Agent Prof. services - arbitrage Prof. services - engineering Prof. services - legal Prof. services - management consulting Prof. services - recording Prof. services - special assessments Prof. services - trustee Property taxes Total professional and administrative $ 6,119 1,808 500 8,427 621 312 134 230 292 2,846 431 388 9,076 14,330 Year to Date $ Annual Budget % of Budget 6,119 2,229 750 9,098 $ 1,110,520 24,475 385,787 93,000 2,000 6,000 1,000 1,622,782 0% 25% 0% 0% 111% 13% 0% 1% 1,242 175 8,343 409 260 263 583 5,693 863 776 9,076 27,683 7,452 175 9,150 8,505 1,000 2,800 150 3,500 5,000 1,200 1,000 33,000 34,155 5,175 4,658 6,075 10,000 132,995 17% 100% 0% 98% 41% 9% 175% 17% 0% 0% 0% 0% 17% 17% 17% 0% 91% 21% 2 ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GENERAL FUND FOR THE PERIOD ENDED NOVEMBER 30, 2013 Current Month Towncenter administration Part-time services Computer services Electricity Equipment rental/lease Event expense Insurance Janitorial service Office supplies Pest control Postage & freight Repairs & maintenance Telephone Water & sewer Total towncenter administration Year to Date Annual Budget % of Budget 1,447 20 194 331 92 355 27 19 882 363 53 3,808 2,927 40 194 331 1,350 32,824 92 355 27 19 882 363 53 39,482 50,000 750 2,800 4,000 5,000 34,479 1,600 1,800 300 1,500 11,000 1,500 500 115,229 6% 5% 7% 8% 27% 95% 6% 20% 9% 1% 8% 24% 11% 34% Gate House Electricity - general Electricity - street lighting Repairs & maintenance Security contract Telephone Water & sewer Total gate house 226 7,165 8,511 88 37 16,027 226 7,165 17,023 88 37 24,539 3,000 88,000 7,000 103,800 750 500 203,050 8% 8% 0% 16% 12% 7% 12% Common area/recreation Contract maintenance Plant replacement Electricity - general Irrigation - repairs & supplies Janitorial service Capital outlay: misc Repairs & maintenance Tennis court maintenance Water & sewer Total common area/recreation 25,153 36 1,472 46 17 26,724 25,553 36 1,472 46 17 27,224 153,000 23,500 350 3,000 480 132,000 5,000 2,500 35,000 354,830 17% 0% 10% 49% 10% 0% 0% 0% 0% 8% 3 ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GENERAL FUND FOR THE PERIOD ENDED NOVEMBER 30, 2013 Current Month Other fees & charges Tax collector Total other fees and charges Year to Date Annual Budget % of Budget - - 23,136 23,136 0% 0% Fairfax hall Electricity - general Janitorial service Pest control Repairs & maintenance Security system Telephone Water & sewer Total Fairfax Hall 686 214 87 274 90 1,351 686 214 87 274 90 1,351 9,000 3,200 1,020 3,500 375 650 1,200 18,945 8% 7% 9% 0% 73% 0% 8% 7% Social center Electricity - general Janitorial service Licenses & permits Operating supplies Pest control Repairs & maintenance - general Water/sewer/gas Total social center 313 290 532 77 265 684 2,161 313 290 532 77 265 684 2,161 3,600 3,500 1,000 650 1,600 3,000 9,200 22,550 9% 8% 53% 0% 5% 9% 7% 10% 1,202 1,111 67 1,590 4,145 22,102 30,217 1,202 1,111 67 1,590 4,456 22,102 30,528 22,000 1,500 11,800 600 780 19,080 8,000 500 9,000 23,000 96,260 5% 0% 9% 0% 9% 8% 56% 0% 0% N/A 32% 57 57 57 57 35,000 35,000 0% 0% Lexington Spa Electricity - general Heat and air conditioning R&M Janitorial Licenses & permits Pest control Pool contract Repairs & maintenance Supplies - other Water/sewer/gas Capital outlay Total Lexington spa Restaurant Capital outlay Total restaurant 4 ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GENERAL FUND FOR THE PERIOD ENDED NOVEMBER 30, 2013 Total expenditures Excess/(deficiency) of revenues over/(under) expenditures Beginning fund balance Nonspendable Prepaid items and inventory Committed F&B management agreement buyout Designated - common area Unassigned Total beginning fund balance Ending fund balance Nonspendable Prepaid items and inventory Committed F&B management agreement buyout Designated - common area Unassigned Total ending fund balance Current Month 94,675 (86,248) Year to Date 153,025 (143,927) Annual Budget 1,001,995 % of Budget 15% 620,787 9,733 9,733 9,733 75,000 67,316 1,030,217 1,182,266 75,000 67,316 1,087,896 1,239,945 75,000 67,316 995,255 1,147,304 9,733 9,733 9,733 75,000 67,316 943,969 $1,096,018 75,000 67,316 943,969 $1,096,018 75,000 67,316 1,616,042 $1,768,091 5 ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES DEBT SERVICE FUND SERIES 2006 FOR THE PERIOD ENDED NOVEMBER 30, 2013 Current Month REVENUES Assessment levy: on-roll (net) Assessment levy: off-roll Assessment prepayment Interest Total revenues $ 57,386 9,498 10 66,894 Year to Date $ 57,386 9,498 29 66,913 Budget $ % of Budget 620,088 114,771 734,859 0% 50% N/A N/A 9% EXPENDITURES Principal Interest Total expenditures 410,850 410,850 410,850 410,850 310,000 762,850 1,072,850 0% 54% 38% Other fees & charges Property appraiser Tax collector SPE Contingencies Total other fees & charges Total expenditures 1 1 410,851 1 1 410,851 9,689 12,919 93,000 115,608 1,188,458 0% 0% 0% N/A 0% 35% (343,957) (343,938) Excess/(deficiency) of revenues over/(under) expenditures OTHER FINANCING SOURCES/(USES) Beginning fund balance Ending fund balance $ 464,838 120,881 $ 464,819 120,881 (453,599) (953,342) $ (1,406,941) 6 ARLINGTON RIDGE COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES CAPITAL PROJECTS FUND SERIES 2006 FOR THE PERIOD ENDED NOVEMBER 30, 2013 REVENUES Total revenues EXPENDITURES Total expenditures Net increase/(decrease), fund balance Beginning fund balance Ending fund balance Current Month $ - Year to Date $ - - - 1,755 $ 1,755 1,755 $ 1,755 7