MINUTES OF MEETING WINDWARD
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Windward Community Development District was held Wednesday, July 21, 2021 at 2:00 p.m. at 7813 Four Seasons Boulevard, Kissimmee, Florida.

Present and constituting a quorum were:

Marvin Morris Jimmy Clark Thomas Franklin Susan Moss

Also Present were:

Jason Showe Kristen Trucco David Kelly William Viasalyers Several Residents

FIRST ORDER OF BUSINESS

Chairman  Assistant Secretary Assistant Secretary Assistant Secretary

District Manager District Counsel District Engineer Field Manager

Roll Call

Mr. Showe called the meeting to order and called the roll.

SECOND ORDER OF BUSINESS	Public Comment
A resident stated on the website a meeting was listed for June but the minutes were through
May.
Mr. Showe stated there are costs associated with holding a meeting and if there is no
business, the board will cancel.
A resident asked are all the meetings held here?
Mr. Showe stated we started holding meetings here a few months ago. We have a new meeting schedule on the agenda and we intend to hold them here. Due to COVID we had capacity issues and this is the first time we did not have capacity issues and the HOA was able to send out

that information. We also have a website, which is windwardcdd.com and all of our information is on the site, the meeting schedule is there along with the minutes and budget.
A resident stated there are two vacancies. How will those positions be filled? Mr. Showe stated the remaining board members will appoint someone.
A resident asked how is the election held in November?
Mr. Showe stated it will still be a landowner election and anyone who owns property has one vote per acre or part thereof.
A resident asked do we show up on person to vote? Mr. Showe responded yes.

THIRD ORDER OF BUSINESS	Organizational Matters
Acceptance of Resignation of John E. Kassik

On MOTION by Mr. Franklin seconded by Mr. Clark with all in favor John Kassik's resignation was accepted.

Review of Resumes/Letters of Interest
Mr. Showe stated we received two letters of interest to fill the vacancies that were distributed to the board via email and as part of the agenda package.

Appointment of Individuals to Fill the Board Vacancies in Seats 1 & 4 with Terms Ending November 2021

On MOTION by Mr. Clark seconded by Mr. Franklin with all in favor Scott Johnston and Susan Moss were appointed to fill the unexpired terms of office.

Administration of Oath of Office to Newly Appointed Supervisors
Mr.. Showe being a notary public of the State of Florida administered the oath of office to Susan Moss.

Mr. Morris moved to rescind the prior motion and there being no second, the motion died for lack of a second.

Mr. Showe stated behind the oath of office is the form 1 statement of financial interest and is required to be provided to the supervisor of elections in the county in which you reside within 30 days of today. Next is a form lf, the final statement of financial interest and that will be filed within 60 days of you leaving the board. As a board member you can elect to receive compensation, if you choose to accept compensation there is an 19 and W4 that would need to be completed for tax purposes. Behind that is a Florida Commission on Ethics document. As a public officer you are subject to the sunshine law, which means you cannot converse with other board members about anything that may come before the board for a vote and that applies to texts, phone calls, emails and even social media. When you get emails from us they will have on the bottom, please do not reply to all in an effort to remind you not to reply to all board members. We typically recommend that you can set up a separate email account for CDD business or set up a folder to put all of your CDD related emails in it in the event there is a public records request your documents will not be intermingled.

Consideration of Resolution 2021-09 Electing Officers
Mr. Showe stated each time we elect a new board member we need to elect officers. The chair and vice chair are members of the board and the balance of the board are assistant secretaries and we ask that George Flint be secretary, myself assistant secretary and treasurer, Katie Costa of our office assistant treasurer.

On MOTION by Mr. Morris seconded by Mr. Franklin with all in favor Mr. Morris was elected chairman.

On MOTION by Mr. Clark seconded by Mr. Franklin with all in favor Scott Johnston was elected vice chairman.

On MOTION by Mr. Clark seconded by Mr. Morris with all in favor Resolution 2021-09 was approved reflecting the following offices: Mr. Morris chairman, Scott Johnston vice chairman, George Flint secretary, Jason Showe treasurer and assistant secretary, Jimmy Clark, Thomas Franklin, Susan Moss and Katie Costa assistant treasurer.

FOURTH  ORDER OF BUSINESS	Approval of the Minutes of the May 19, 2021
Meeting

On MOTION by Mr. Clark seconded by Mr. Morris with all in favor the minutes of the May 19, 2021 meeting were approved.

FIFTH  ORDER OF BUSINESS	Consideration	of	Resolution	2021-10
Approving the Conveyance of Real Property and Improvements
Ms. Trucco stated this is a conveyance from KHov, the developer to the district of two lift station tracts in Phases 3B and 4A. Those conveyances were contemplated by the original development plan for the development. We have a special warranty deed, which is going to transfer the real property tracts for the lift stations from KHov to the district to Toho and we have a bill of sale, which will transfer the associated improvements to the same parties and there is an agreement regarding taxes that is a promise from the developer that there are no outstanding taxes that would prohibit the district from transferring and owning the two lift station tracts. There is also an owner's affidavit, which is also a promise from the developer that there are no outstanding encumbrances on the two lift station tracts that would prevent the district from owning the tracts and conveying it to Toho. There is a certificate of the district engineer and David has already reviewed the conveyances and has signed it as well and that is required under the additional acquisition agreement that the district has signed off on.

On MOTION by Mr. Franklin seconded by Mr. Clark with all in favor Resolution 2021-10 was approved.

SIXTH ORDER OF BUSINESS	Public Hearing

On MOTION by Mr. Clark seconded by Mr. Morris with all in favor the public hearing was opened.

Consideration of Resolution 2021-11 Adopting the Fiscal Year 2022 Budget and Relating to the Annual Appropriations
Mr. Showe stated this resolution adopts the budget with any changes that the board may make today and will be attached to the resolution as Exhibit A. The budget is very similar to what

the board saw as the proposed budget. There is deficit funding used to keep the assessments at the same level. Later today we will ask the board to approve the deficit funding agreement with the developer; they fund a considerable portion of the budget. With the new development there will be additional expenses, but we don't know when those will come online and the developer will cover the costs beyond the assessments and the budget.
Mr. Morris stated I thought I heard at the May meeting a comment that for this coming fiscal year there would be no change in the homeowner contribution, but the following year would be a significant increase. Did you make that statement in May?
Mr. Showe stated I would make that statement again today. Mr. Morris asked why?
Mr. Showe stated when you look at the revenue line in the budget you will see that the assessments levied on the property tax bill pay for about $325,000 of the budget. The deficit funding that is paid directly by the developer in addition to the assessments on the lots they own is over $400,000. When all the lots are platted we can no longer utilize the deficit funding, the costs of the district will have to be split over all the platted lots, which would necessitate all
$744,000 being assessed.
Mr. Morris stated that is assuming everything is built out by next fiscal year.
Mr. Showe stated this budget assumes 553 lots, which is full build out. KHov is paying assessments on any property they own that is not platted in addition to the deficit funding.
Mr. Morris asked does KHov expect to have everything done within a year?
Mr. Showe stated I believe the lots are supposed to be platted within the year, if it is not we may be able to continue this the following year, but I don't want to give you a false expectation.
Mr. Morris stated at the same time the assessment number being paid by the homeowners
is only going to increase because of more homes are going to come online.
Mr. Showe responded this considers that all the property that the district likely will be maintaining in the future is going to be done. I don't expect the development of lots coming in is going to change the costs very much. This budget already assumes full build out, those 553 homes that are planned are already being assessed. Those 553 units only generate $325,000 the total estimated cost to operate the district is $744,000. The developer deficit funds on top of that amount.

have.

Mr. Morris stated then for the last three years we have been paying less than we should

Mr. Showe stated we will open it up for audience comments. A resident asked who has control over the budget?
Mr. Showe stated the board of supervisors.
A resident stated when you get in a situation where costs are always going up and especially

when you talk about double or triple, every organization knows to take a look at the budget because we might start from the perspective that doubling the HOA fees is not an option. If you start with that, what would happen to the budget? That has to be on the table for something the board needs to consider because suddenly doubling the HOA fees.
Mr. Morris stated it is not the HOA fees, it is the CDD fees.
Mr. Showe stated more than half your maintenance budget is for water and sewer fees, that is the cost of watering the community. We do get a reimbursement from the HOA for the portion that goes to the homes.

On MOTION by Mr. Franklin seconded by Mr. Clark with three in favor and Mr. Morris opposed Resolution 2021-11 was approved.

Consideration of Resolution 2021-12 Imposing Special Assessments and Certifying an Assessment Roll
Mr. Showe stated Resolution 2021-12 will have the adopted budget as an exhibit and the assessment roll as an exhibit and will be transmitted to the property tax collector for inclusion on your tax bill.
Mr. Morris stated I want to make sure I understand. This is basically taking the number we developed here in the CDD and turning it over to Osceola County.
Mr. Showe stated correct. This translates the budget just adopted by the board onto the Tax roll.

On MOTION by Mr. Clark seconded by Mr. Morris with all in favor Resolution 2021-12 was approved.

On MOTION by Mr. Franklin seconded by Mr. Clark with all in favor the public hearing was closed.

SEVENTH ORDER OF BUSINESS	Consideration of Deficit Funding Agreement
Mr. Showe stated next is the deficit funding agreement with KHov that has been handed out to you.

On MOTION by Mr. Franklin seconded by Mr. Clark with all in favor the fiscal year 2022 deficit funding agreement was approved.

EIGHTH ORDER OF BUSINESS	Ratification of Addendum to Agreement with
Capital Land Management for Landscape Maintenance
Mr. Viasalyers stated this is just to ratify all the areas, the clubhouse, the new areas we are taking on from the developer that they conveyed recently, the common areas along the boulevard, the new entrance, some areas outside the entrance and couple ponds as well.

On MOTION by Mr. Clark seconded by Mr. Franklin with all in favor the agreement with Capital Land Management was ratified.

NINTH ORDER OF BUSINESS	Review and Acceptance of Fiscal Year 2020
Audit Report
Mr. Showe stated the audit had to be transmitted to the State of Florida by June 30th and that has been submitted. There are no current year findings or prior year findings and it is a clean audit.

On MOTION by Mr. Franklin seconded by Mr. Clark with all in favor the fiscal year 2020 audit was accepted.

TENTH ORDER OF BUSINESS
Attorney

Staff Reports

Ms. Trucco sated we have been working on the conveyance documents that you saw today in your agenda. We have also done some digging with regard to a question that came up at the last board meeting regarding use of golf carts on district property. There is a Florida Statute that permits the use of golf carts on public roads in self-contained retirement communities. It looks like they may be permissible and we reached out to the developer's team to ask for some backup and history of approval in the county and state level to qualify as a retirement community and we

also recently received the HOA documents and we wanted to quickly review those to confirm that we met all the requirements to be considered a retirement community in order to qualify per the statute to use golf carts on the district's roads.

Engineer
Mr. Kelly gave an overview of the work accomplished since the last meeting.

Manager
1.	Approval of Check Register

On MOTION by Mr. Morris seconded by Mr. Clark with all in favor the check register was approved.

Balance Sheet and Income Statement
A copy of the balance sheet and income statement were included in the agenda package.

Approval of Fiscal Year 2022 Meeting Schedule

On MOTION by Mr. Clark seconded by Mr. Franklin with all in favor the fiscal year 2022 meeting schedule reflecting meetings on the third Wednesday of the month was approved.

Field Operations
Mr. Viasalyers stated I have been working with Capital Land on the annual palm pruning and that should be completed this week. Staff is continuing to work on getting a self-cleaning filter at the master meter to reduce the level of debris that is coming in from the reuse side.

ELEVENTH ORDER OF BUSINESS	Other Business
There being none, the next item followed.

TWELFTH ORDER OF BUSINESS	Supervisor's Requests
Mr. Morris stated I'm going to ask the attorney to listen, and I assume this is going to be on the record, I am unhappy with the way the two new board members were added to the board. This gentleman made a motion for the two members, they closed the motion and I was not given

the opportunity to nominate someone and they went ahead and approved it. Jason never asked if there was discussion, you never called a formal vote on that. I'm not that familiar with Robert's Rules of Order but I think this was pushed through and it was wrong. It is not the way it should have been done. You think that people who live here have a vested interest in what goes on here. We have three members of the board that do not live here and we should have homeowners who are responsible for this property and are paying for this property be the ones that should be on the board. I want to know and I'm asking the attorney this, there was a nomination made for two members, they approved and there was no discussion, no formal vote, and I did not have an opportunity to nominate anyone. Is this the way it is supposed to run?
Ms. Trucco asked Jason was there a vote?
Mr. Showe stated my understanding there was a motion by Mr. Clark a second by Tom, the board voted all in favor to approve.
Mr. Morris stated you did not ask for discussion and you did not have a formal vote.
Mr. Franklin stated we did have a vote. It was all in favor because there was no negative
vote.
Mr. Morris stated but you did not ask for additional nominations.
Mr. Showe stated once a motion is made under Robert's Rules of Order, you have to vote
on the motion that was made in the order it was made.
Mr. Morris stated I understand that but that is all done before you call for a vote and you should be able to make additional nominations and you did not allow that.
Mr. Showe stated once the motion was made and approved by the board there is no other vacancies on the board to fill.
Mr. Franklin stated let the attorney review it and answer the question. If we have to correct something in the future we will correct it. By going through the minutes and everything that is really how we would handle it. Let the attorney review all the recordings.
Mr. Morris stated I would like you to review that.
Mr. Showe stated if I have done something incorrectly we will make it right. There was no intention on me to discredit any resident.
Mr. Morris stated that is fine, I don't think it was handled properly so I'm going to ask the attorney to review the recording.

Mr. Showe stated ifl handled it improperly I apologize. I heard a motion I heard a second and with Robert's Rules of Order once a motion is made you have to deal with the motion.
Mr. Morris stated that I understand but that doesn't mean you hold the election before you ask for other nominations. You can't just have one nomination.
Mr. Showe stated he made a motion to appoint two people to the board, that motion was seconded and it was voted.
Mr. Morris stated I asked to make another nomination and you told me that since the nomination was seconded that no more nominations can be made.
Mr. Showe stated that motion had to be dealt with and if that motion is approved by the
board then there are no other vacancies to fill.
Mr. Morris stated I should have been allowed to make another nomination.
A resident stated the board should have been open for nominations, is what should have happened.
Mr. Showe stated the board already received letters of interest from any interested parties.
The board had three names of people who were interested.
Mr. Morris stated that is right and none of those were the person was Rick. You had that information.

On MOTION by Mr. Clark seconded by Mr. Franklin with all in favor the meeting adjourned at 2:58 p.m.

Chairman/Vice Chairman