Villa Portofino West Community Development District

February 24, 2020

Villa Portofino West
Community Development District

5385 N. Nob Hill Road, Sunrise, Florida 33351 Phone: 954-721-8681 - Fax: 954-721-9202

February 14, 2020
Board of Supervisors Villa Portofino West
Community DevelopmentDistrict
Dear Board Members:
A special meeting of the Board of Supervisors  of Villa  Portofino West Community  Development  District will be held on February 24, 2020 at 1:00 p.m. at 1031 Ives Dairy Road, Suite 228, Miami,  Florida. Following is the advance agenda for the meeting:
Roll Call
Organizational Matters
Consideration of Appointment of Supervisor(s) to Unexpired Term(s) of Office for Seat #3 (11/2022) and Seat #5 (11/2022) - both general election seats
Oath of Office for Newly Appointed Supervisor(s)
Election of Officers
Approval of the Minutes of the August 15, 2016, March 20, 2017, March 27, 2017, June 19, 2017, March 19, 2018, May 21, 2018, February 11, 2019, April 15, 2019, May 20, 2019, August 19, 2019, and October 21, 2019 Meetings
Discussion on Potential Refinancing and Consideration of Proposals from Appropriate Professionals
Consideration of Engagement Letter with Squire Patton Boggs to serve as Bond Counsel
Consideration of Preliminary Second Supplemental Assessment Methodology Relating to Special Assessment Refunding Bonds, Series 2020
Consideration of Agreement from S & P Global Ratings
Consideration of Resolution#2020-01 Declaring Special Assessments
Consideration of Resolution #2020-02 Calling for a Public Hearing to Impose Special Assessments
Any Other Related Updates and Approvals Required
Consideration of Resolution #2020-03 Approving the Proposed Fiscal Year 2021 Budget and Setting the Public Hearing
Discussion of Procedures for the General Election
Staff Reports
Attorney
Engineer - Acceptance of Engineer's Annual Report
Manager
Financial Reports
Approval of Check Run Summary
Balance Sheet and Income Statement
Supervisors Requests and Audience Comments
Adjournment
Meetings are open to the public and maybe continued to a time, date and place certain. For more informationregarding this COD please visit the website: http://www.villaportofinowestcdd.com

MINUTES O,F MEETING
VILLA PORTOFINO WEST
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Villa Portofino West Community Development District was held on Monday, August 15, 2016 at 11:30 a.m. at 1031 Ives Drury Road, Suite 228, Miami, Florida.

Present and constituting a quorum were:

Nancy Iglesias Jorge Cepero Jim Dupre

Chairman
Vice Chairman Assistant Secretary

Also present were:
Scott Cochran Rich Hans
Luis Hernandez Naur Shehadeh Jon Kessler Stewart Pearlman

District Counsel District Manager
Governmen Management Services (by phone) District Engineer
FMS Bonds, Inc. (by phone) Prime Homes

FIRST ORDER OF BUSINESS	Roll Call
Mr. Hans called the meeting to order d called the roll. .
.	.

SECOND ORDER OF BUSINESS	Organizational Matters
Consideration of Appointment of Supervisoi(s) to Fill Unexpired Term{s) of Office for Seat #3 & Seat #5 - both 11/2018
Oath of Office for Newly Appointed Supervisor{s)
' Election of Officers
Mr. Hans: Item No. 2 is our organizational matters, and there are tvvo vacancies on the board and as you know the way to fill those vacancies fhe remaining board members can appoint somebody if that's the desire of the board to do that today we can take that item up.

Mr. Cepero: We can table that.
Mr. Hans: Alright, so we will carry this over to our next meeting if something comes up.

THIRD ORDER OF BUSINESS	Approval of the Minutes of
the	July 20, 2015, March 21,
2016	and	July	18,	2016 Meetings
Mr. Hans: Item No. 3 is approval of the minutes from the July 20, 2015, the March 21, 2016 and the July 18, 2016 meetings. If anyone has any comments or discussion on those we can take those. now.
Mr. Cepero: We can table those.
Mr. Hans: Ok so we're going to table all of those for now.

On MOTION by Mr. Cepero seconded by Mr.  Dupre  with  all  in favor, the Minutes of the July 20, 2015, March 21, 2016 and July 18, 2016 Meetings were tabled.

FOURTII ORDER OF BUSINESS	Consideration	of	Engagement
Letter with Grau &  Associates to perform the Audit for Fiscal Year Ending September 30, 2016
Mr. Hans: Item No. 4, we have an engagement letter with ra _& Associates to
.	.
perform a new audit for the fiscal year ending September 30, 2016. The engagement is in you packet and I believe at your last meeting you had the audit selection committee meeting and ranked Grau as your number one firm and their engagement  is  in  the packet If there are any questions or discussion we can take those, and if not a motion to approve their engagement to perf?rm the audit ending September 30, 2016 would be in order.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, accepting the engagement letter with Grau & Associates to perform the audit for Fiscal Year ending September 30, 2016 was approved.

FIFTH ORDER OF BUSINESS	Discussion	of	Potential
Refinancing
Mr. Hans: Item No. 5 is Discussion of Potential Refinancing and we're waiting for Jon Kessler to get on the phone. He did send around some numbers which I'll pass out, and I can basically give you a quick rundown on it and hopefully Jon will get on the phone and give us some more detail and we can come back to it if we need to wait fo.r him. So currently there's $3,930,000 in bonds that are outstanding. The average interest rate is 5.35% and you average_ annual assessment is $319,898.
Mr. Kessler: Ok Jon's on. Mr. Hans: Hi Jon.
Mr. Kessler: Hi guys how are you?
·Mr. Hans: Were doing good, we're just getting to the discussion of the potential refinancing and I just started going over the table you sent.
Mr. Kessler: Ok. So basically in a nutshell there's  an  annual  debt  service reduction and there's  total savings and  present  value savings.  The issue is that we have to increase the par which would necessitate sending notices to all the residents, and then obviously the par is increasing. So it's a relatively small financing and there's cost associated with doing it. I put in a bare bones cost issuance budge{ but that's it in a nutshell.
Mr. Hans: So basically if you look at this, there's $319,000 which is your average annual and it would go down to $293,000, roughly a $27,000 per year savings.
Mr. Kessler: And roughly a third of that benefit is to your entities Jorge because I
think you own roughly a third of the property. Can you hear me?
Mr. Dupre: Yes we can hear you, and we're just looking it over. Mr. Kessler: Ok.

Mr. Hans: Jon by chance, I didn't get a chance  to look at this real quick in detail but, for the homeowners, I'm not even sure what  their  annual assessment  is, how much are they saving?
Mr. Kessler: Idon'tknow.
Mr. Hans: Ok, Luis do you know how much?
Mr. Kessler: It's obviously across the board, everyone saves 8% annual.
Mr. Hans: Right so to our $1,000, they're saving $80 annually on their tax bill, so our notice would let them know that. Although your principal per unit is going up, your annual assessment is going to be going down.
Mr. Kessler: Yes and we probably want to include in that notice that what everyone saves is up to the max duration of the bonds so it's clear.
Mr. Hans: Right, definitely showing the $537,000 savings for the District over the life of the bonds.
Mr. Kessler: Yes.
Mr. Cepero: Alright we'll have to look at this further and discuss with some of the prqperty owners.
Mr.  Hans:	Alright so you just want to b_ring it back to the next meeting for approval?
Mr. Cepero: Yes, so no action at this time. Thank you for putting this together
Jon.
Mr. Kessler: Ok and the only thlng is, and I guess we're not holding a meeting on
Villa Portofino East, but the only other thing is East is callable 5/1 of next year but we could do an advance for funding 4 months or so in advance. The only other t:bing I could think of, and it's not going to be meaningful becaUBe they are two separate bond issues but maybe we could get the cost of  issuance down if  the District  oes both, because that's a little bit bigger, that's like $5.5 million I think, and that's probably going to make more sense. So maybe if we did them at the same time basically we could save some money.
Mr. Cepero: Ok.
Mr. Pearlman: Can I ask a q-qestion?

August 15r 2016	Villa Portofino West CDD

Mr. Cepero: Yes.
Mr. Pearlman: Why does the par rate go up?
Mr. Kessler: Why does the par go up?
Mr. Pearlman: Yes.
Mr. Kessler: Because we have to fund, you have to pay for the iransaction.
Mr. Pearlman: So you're financing the b:'ansaction costs?
Mr. Kessler: Yes, you're basically financing iransaction cost. When we origmally did this deal I think we used a very small reserve and we need a new reserve in the new b:'ansaction so there's no money to pay for it. So the only way to pay for the cost is to increase the par. Legally we can't extend the maturity, so the maturity is the same, and obviously the interest rate comes down quite a bit, but the par would have to increase.
Mr. Cepero: Jon can you give mer or send me a summary when you get a chance of what it would look like with both deals, how you would spr ad the costs?
Mr. Kessler: Yes, I'll do that. When is the next scheduled meeting?
Mr. Cepero: We don't really have one, every month we have one advertised.
Mr. Kessler: Ok, alright well I'll get something to you next week and then I'll show that to you.
Mr. Cepero: Ok that works. Now let me ask you, this is Jorge.  I understand  that the IRS is looking at whether they continue the policy of allowing the bonds to be tax exempt and that for existing CDDs that basically_ gets grandfathered in, but does refinancing affect that grandfathering?
Mr. Kessler: In this Dismct it wouldn't be an issue. First of all, those are proposed regulations that are not getting adopted as far as everyone knows. You could talk to your Disirict counsel about that, and your bond counsel about that but, no regulations have gone through, and then this one is, you have 250 registered electors I believe don't you, in both these Districts?
Mr. Cepero: I think only one do we have that many.
Mr. Kessler: How many do you have?

Mr. Cepero: In this one I believe they said we have 250 or more, but in Villa Porlofino East I don't trunk there's that many.
Mr. Hernandez: That is correct. Villa Portofino West you have like 280 something like that, and Villa Portofino East we haven't reached the 250 yet
Mr. Kessler: But you will right? Mr. Cepero: We have how many? Mr. Hernandez: Yes.
Mr. Kessler: Would you expect to in East?
Mr. Hernandez: I would expect it for next year, yes.
Mr. Kessler: Ok.
Mr. Cepero: How many are there in East Luis?
Mr. Kessler: As long as we can certify it, and you'll have it, I don't think it's an issue but we can double check that with your attorney.
Mr. Cepero: Luis, how many did you say for East? How many electors are there
in Villa Portofino East?
Mr. Hans: Luis the question is how many now?
Mr. Hernandez: Ok how many do we have right now? I'm going off the top of my head, but I believe it was 175.
Mr. Cepero: Ok.:
Mr. Pearlman: How many homes are there?
Mr. Cepero: Like 183.
Ms. Hans: Right so it's close, you're going to have two or three per home, but not necessarily.
Mr. Kessler: Hey Jorge?
Mr. Cepero: Yes.
Mr. Kessler: For the overview, what I'll do is, and before your next meeting, and then Luis and I will have a conversation with counsel, and we'll report back on that, given how many electors are, and if they think there's any risk or issue.
Mr. Cepero: Regarding the tax exempt status?

Mr. Kessler: We'll let you know if they think there's any issue with refinancing from a tax standpoint, but r"don't think there is.
Mr. Cepero: What does the number of electors, how does that influence whether it's tax exempt or not?
Mr. Kessler: The statute, they just want to make sure there's a process for when  the board is in transition, so there needs to be an expectation that there's going to be 250 registered electors in the District.
Mr. Cepero: Sure, ok. Mr. Kessler: That's all. Mr. Cepero: Alright.
Mr.  Hans:	Alright, does  anybody  have  anything  else for Jon?	Any other questions? No. Alright Jon, thank you.
Mr. Kessler: Thank you.
Mr. Cepero: Thank you Jon.

SIXTH ORDER OF BUSINESS	Disrussion and Consideration
. of Upgrading Lift Station at Villa Portofino West Commercial
Mr. Hans: Item No. 6 is discussion and consideration of upgrading lift station at Villa Portofino West Commercial. Luis, you want to talk on this one, or I'm not sure who knows about that item?
Mr. Hernandez: I don't know the specifics, the only part that I know is that it's my understanding that Jorge has passed on to Nour all the information in regard to an.

.

upsizing to be made to the lift station, and that's the part that I know.
.
Mr. Hans: Ok.
Mr. Shehadeh: So we have been talking about it, and my approach is we really need to sit down with Julio. I still think that it's their responsibility to do. This lift station was built through their grant money from the beginning. So when they designed it, they actually did design it for the ultimate, counting on future retail, restaurants, the

August 15, 2016	Villa Portofino West CDD

movie theater, and everything, even though they did not design it that way, but that would be their problem.
Mr. Cepero: Do we have some record of that?
.Mr. Shehadeh: Of course, we have the actual calculations that shows that" with a breakdown of actually showing the movie theater, they counted on 2,500 seats, and for the office building, and retail, 10,000, the shopping center, and retail 50,000, restaurant with a bar, 7,000, and just a restaurant 2,000.
Mr. Cepero: And those numbers are what, gallons, or square feet?
Mr. Shehadeh: Those are square foot, and_then in gallons they're talking about 21,600 gallons per day.
Mr. Cepero: Now they're saying that they assumed that calculation of less usage
per day than what could have taken place?
Mr. Shehadeh: This is the actual design of the pump station.
Mr. Cepero: But are those gallons per day, is that calculation based on a low use commercial, or a high use commercial?
Mr. Shehadeh: The assumption that we have in front of us, but I'm not sure il it's bigh or low, but what we have in there is what they accounted for.
Mr. Cepero: Can we compare that then to what they're saying, and Stewart can tell you what they're saying, they assumed the level of usage we were going to have, and see where we stand.
Mr. Shehadeh: We can ask the city to give us the water consumption for that area
in the last year or two, and then we can tell how much we serve in there 10,000 gallons per day, and if the pump station can handle 21,000 then there's no issue. The issue is not really in e pumps, so it could be something else that we need to look at.
Mr. Cepero: Ok.
Mr. Shehadeh: And we were talling about an area before we came in,, it could be, my idea of this, it's really the tie in pressure when they designed the lift station, they came with their force main to tie it to the one on Campbell Drive. At that time, they assumed a certain pressure, il the pressure went up, those pumps are not going to work,

August 15r 2016	Villa Porlofino West CDD

and that's something we need to confirm. So we have a lot of ways to look at the issue. It's not really, just go ahead, and upgrade the pump station, but we.really need to know the reason for it.
Mr. Cepero: Ok.
Mr. ShehadeJ::t: And that's why we cannot just jump quick, and start doing the design;. we need to know the actual answer.
Mr. Cepero: Ok.
Mr. Shehadeh: So that's what we were thinking, and I started to set :UP a meeting for him, and I to go, and meeting with Julio, and show him all the facts  that  they  need two ways to do it
Mr. Cepero: Ok, so the problem may lay not with the lift station but elsewhere? Mr. Shehadeh: I cannot tell you, but my hand is in it, and from what I'm seeing,
there are many factors that come into play. It could be an infiltration issue, that the water is coming from the sides, and it's just pumping all the time. It could be the tie in pressure, it could be the consumption of the water is more than what it is, so there are many things involved in this, and we need to know each one of them to come up with a good design.
Mr. Cepero: Alright.
Mr. Shehadeh: Those pump stations, and I don't want to get into technicalities but they were designed for low pressure, meaning that when they tied to the force main on Campbell Drive there's a low pressure in it, and now that it went up, the pump station there, they call them grinder pumps, and those are good for low pressure. If you go to a higher pressure then you have to change it.
Mr. Cepero: Ok.
Mr. Shehadeh: So we need to look at ap. of this, we really have to have an educated guess on the solution, we can't just do what this is asking.
Mr. Pearlman.: So the first step is to meet with them.

Mr. Shehadeh: Definitely, we need to visit all the facts in one meeting, and then from there it's going to be a legal part, and that's going to be a different issue, but from the technical point of view so far it doesn't really make sense.
Mr. Cepero: Alright, _well the problem is that I don't know how long that's going to take particularly j£ it turns into a legal fight. So once they provide this information to us, and to you, and you can get some feedback to them, and j£ they still don't want to budge we need to do something, and then fight it out with them, but we need to make  that, j£ it is a pump station, make that work. So can we  come  up  with some sort of budget that we can approve so we don't have to have another meeting in a  month,  and just assign one of the board members to allow for the release of the funds j£ it is so needed? Otherwise, we're going to have to have another meeting at some point in the
. future to take further action.
Mr. Shehadeh: To give you a budget, we need to know what we're going to be doing. If you're replacing the two pumps, it's dillerent than changing the workmanship for example. So I don't know, which one are we going to go with until we know, and j£ you're just doing minor work, are you changing the control panel, the electrical control panel or not? Most likely j£ we're changing the pumps then that's a big cost too, that you
need to take care of. So until we know what the issue is, and we know the solution, then I can give you a number, but for now it's really up in the air.
Mr. Cepero: Alright. Rich, I know we have some construction funds in the  budget, what do we need to do, rm assuming that this falls under construction so we tan just assign it to that. How much do we have?
Mr. Hans: It looks like there's $54,000 in the capital projects. So yes it would fall under capital projects so that money could be used, just do a requisition from  our engineer to get it out
Mr. Cepero: Do we need board action for that?
Mr. Shehadeh: Now it's a legal issue, I was going to ask this. If we know the  pump station is public, and we know the _CDD is the CDD, why are we spending the money from the CDD for the pump station?

right?

Mr. Hans: Well, we build pump stations all the time, it's servicing our community

Mr. Cepero: Yes.
Mr. Shehadeh: But it's a public lift station, it's owned by the city.
Mr. Hans: That's fine, we can do work on city owned property, or infrastructure,

or whatever you want to call it.
Mr. Pearlman: We can do it, but you're asking do we have to right, not can we?·
Mr.	Shehadeh: We can do anything we want, but do we have to, yes that's the
question from a legal point of view.
Mr. Hans: I tlunk what Jorge is saying, and I'm not that familiar, but are you  having back up issues and problems right now that you're saying we need to get this  done.
Mr. Cepero: Not back up issues, but just connecting issues, and not allowing new connections, or it would just be the empty office that needs to connect for new tenants, and they're not allowing those connections to move forward becaqse of this issue
Mr. Hans: Ok so they're saying there's no capacity to add these.
Mr. Dupre: And we already reduced some of the capacity with some  of  the tenants that we had that were using a lot of water, and are now no longer there.
Mr. Hans: It sounds like there's a lot of calculations on your part as far as what service, how many gallons we need to be able to pump out there.
Mr. Shehadeh: That's what I'm sa g, weneed to come up with a solution because they're saying replace the pumps, and my first reaction was, no, we need to know why, and that's what we were talking about.
Mr. Hans: Right so I tlunk having Nour find out what the volume of  that lift station is currently, and what connections are. going to add up total, and then prove it to the city that there's eno:1-gh capacity on the lift station, and if it's short, then if you need a new pump, that would be determined.
Mr. Dupre: I think the issue right now is if the delay is more than the typical, something has to be done.

Mr. Hans: But what would that something be?
Mr. Shehadeh: That's the question, what is that something. If you ask m.e to go ahead and replace the pumps, as an engineer I would say no.
Mr. Dupre: Ok
Mr. Cepero: So you're going to meet with Julio, but you're saying Julio is out?
Mr. Pearlman:· Until Tuesday.
Mr. Cepero: Well fm sure Julio didn't do the calculations, can't we meet with whoever at the city, or the city's engineer that can actually talk the same language as Naur, because I'm sure that they've already investigated a lot of this and can provide a lot of the data to Naur. That's who we have to talk to.
Mr. Shehadeh: I don't know if there's anybody other than Julio.
Mr. Pearlman: No there is a city engineer, they hire an outside consultant firm, and I could get you :in touch with them. I don't know but we could definitely do that, Chris Kish, he's thecity's engineer.
Mr. Cepero: Ok so let's get to Nour whatever homework the city did on their
own.
Mr. Pearlman: He has that.
Mr. Cepero: Then Nour can double check it, and see what he can come up with.
Just so you can have the meeting with Julio, and then he can come prepared to the meeting, and give his impression of that
Mr.Pearlman: Right, and we've already sent to Nour everything that Chris ent to

us.

Mr. Shehadeh: That came from the city directly right?
Mr. Pearlman: It came from. the engineer, Chris Kish, those calculations I sent.
Mr. She deh: Right from that engineer.
Mr. Cepero: But is that the email that you sent me, that was like a really simple

basic thing.
Mr. Pearlman: That's all they've done.
Mr. Cepero: But I don't think that's what Naur is looking for.

August 15r 2016	Villa Porlofino West CDD

Mr. Pearlman: That's what I'm saying, that's all that Chris has done.
Mr. Cepero: That's why they need to talk to each other so Naur can determine what he looked at or didn't look atr and then if he hasn't looked at everything that Nour thinks we should look at, then we need to find who can provide him that dqta so Nour can take it to the next step.

Mr. Shehadeh: I think that the action is we have to meet with Julio, or somebody, it's just not talking technically, just to get the facts together.
Mr. Cepero: I don't think that's how, I think it's a good idea, but if he doesnt come back until the 23rd or whenever he's available, but in the meantime rather than lose a week we should try to get maybe Stewart can help with getting the data that you need from whoever you need it from because I dont think Julio is going to have this at his fingertips when you meet with him.
Mr. Shehadeh: We can talk to their consultant Who is their consultant?
Mr. Pearlman: Chris Kish.
Mr. Shehadeh: Which company?·
Mr. Pearlman: I'd have to look it up to see.
Mr. Shehadeh: Ok so we can talk to their consultant to give us the actual tie :in pressure at that time, and what.it is right now, that's one thing. The second thing,  I can talk to the city, and get the water consumption for the last year, and then with these two pieces of information, we at least can go there, and say listen here it is. There's no issue with the pumps so it must be something different, or if we find out the solution that you guys increased the pressure in the water main, then it's not going to work for us, why should it be our responsibility.
Mr. Cepero: Ok, alright let's do that.
Mr. Hans: Alright.
Mr. Cepero: So maybe we'll come back next month, and assess where we're at.
Mr. Hans: Right, if there's any action that rieeds to be taken by.the board we can come back for our September meeting if needed.
Mr. Cepero: Right if we need it.

Mr. Hans: Right.

SEVENTH  ORDER OF BUSINESS	Staff Reports
Mr. Hans: Moving on to staff reports, under attorney, Scott anything for us today?

Attorney
Mr. Cochran: Nothing to report at this time, unless anyone has any questions.

Engineer
Mr. Hans: Ok under engineer, Nour anything additional?
.Mr. Shehadeh:	o, we talked about the drainage that there is one inlet but you already told me that the roof is already done.
Mr; Pearlman:	I don't ·know but I'm guessing yes ·because it's right next to, between the two buildings.
Mr. Shehadeh: Ok,if that's the case that's exactly what's happening.
Mr. Pearlman: So it would need to be disconnected?
Mr. Shehadeh: Absolutely, if you want to prevent that bubble. up, that's a s:imple solution.
Mr. Pearlman: Then if it drains, if the roof drains into the parking lot, it's going to
drain into the same drain anyway.
Mr. Shehadeh: But you're not going to have this affect
Mr. Pearlman: Right you're not going to have the pressure.
Mr. Shehadeh: Or you could really deflect it to go somewhere else, in a different location, because if you're bringing two buildings to one end, it wasn't really meant to be thatway.
Mr. Pearlman: I don't think you can take it to someplace else. If you look at the picture, you see how that drain, and the other building is right here, so it's between the two buildings. The drain, you can't see it in this picture but there's another column right here, and t:ru\.t's where the roof drain is, and the roof drain goes down underneath the pavement so I assume there's a connection from both roofs, but I don't know.

Mr. Shehadeh: I don'tknow that either but if you guys have the mechanical plans for the two buildings, then we can tell how they tied it in.
Mr. Pearlman: Ok.
Mr. Shehadeh: Look it up and send it to me, and then we can look at it, jf that's the only issue.
Mr. Hans:  How much of the   parking lot, or the roadway there is storage anyway,
that it's supposed to hold the water?  Do you  only have infiltration trenches for it to drain
into?
Mr. Shehadeh: Well that's why it's bubbling up, everything else, all the inlets are ok, but this one in particular they're saying is the only one, and that's why I think before you even talk to them, maybe they connected something to it.
Mr. Pearlman: So the only alternative would be, and this is facing east, so the only alternative would be, I don't know how to get the water down, because if you can visualize it there's a column right here, and that's where the drain pipe is. So in order to get that water, it would drain into the parking lot anyway. I don't know how you would pipe it all the way to the other side of the project.
Mr. Shehadeh: We need to look at the details of it, you could really just cut it
down, and let it go to the parking lot with certain drains.
Mr. Pearlman: It -will still drain into that drain, there's probably one on the other side but the slope is such that it's going to drain into the same drain.
Mr. Shehadeh: Right, and that's what I'm saying, we need to look at it, to come up with a solution to it.
Mr. Pearlman: Ok.
Mr. Shehadeh: Worst comes to worst, you leave it as is, or do something. l\1r. Pearlman: Right, thank you.
l\1r. Shehadeh: No problem. Is there anything else in this District? l\1r. Pearlman: No.

to

	Manager - Discussion of Financial Disclosure Report from the Commission on Ethics - everyone had filed
Mr.  Hans:  Alright,_moving on	manager, just the financial disclosure report,
everyone  has  filed  theirs,  so that's good.	Our next meeting if we need it Vvill be in
September.

EIGHTH ORDER OF BUSINESS	Financial Reports
Approval of Check Run
Balance Sheet and Income Statement
Mr. Hans: Under financial reports, you have the Check Run Summary, and our Balance Sheet, and Inco e Statement. If anyone has any questions or disclll?sion on those we can talce those. If not, a motion to approve those would be in order.

On MOTION by Mr. Cepero seconded by Mr. Dupre with aJl in favor, the Check Run Summary and the Balance Sheet and Income Statement were approved.

NINTH ORDER OF BUSINESS	Supervisors	Requests	and.
Audience Comments
Mr. Hans: Supervisors requests, anything else from our supervisors today? Ms. Iglesias: No.
Mr. Dupre: No.
Mr. Hans: We have no general audience here for any comments.

TENTH ORDER OF BUSINESS	Adjournment
Mr. Hans: If there is no other District business, a motion to adjourn would be in
order.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with aJl in
favor, the Meeting was adjourned.

Secretary /  Assistant Secretary	Chairman / Vice Chairman

MINUTES OF MEETING VILLA PORTOFINO WEST
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Villa Portofino West Community Development District was held on Monday, March 20, 2017 at 11:30 a.m. at 1031 Ives Dairy Road, Suite 228, Miami, Florida.

Present and constituting a quorum were:

Nancy Iglesias Jorge Cepero Jim Dupre

Chairman
Vice Chairman Assistant Secretary

Also present were: Gerry Knight
Luis Hernandez Nour Shehadeh Daniel Finz
Eli Pluzynski

District Counsel District Manager
District Engineer (by phone) Governmental Management Services Prime Homes

FIRST ORDER OF BUSINESS	Roll Call
Mr. Hernandez called the meeting to order and called the roll.

SECOND ORDER OF BUSINESS	Organizational Matters
Consideration of Appointment of Supervisor(s)  to Fill Unexpired Term(s) of Office for Seat #3 & Seat #5 - both 11/2018
Oath of Office for Newly Appointed Supervisor(s)
Election of Officers
Mr. Hernandez: The second item we have is organizational matters, and as it was said prior to starting the meeting, the District currently has two vacant seats, and based on the discussion that I was hearing prior to the meeting it is my understanding that the Board does not have anyone at this point to appoint.

Mr. Dupre: We need to look into that to see if can add somebody else, but we're not able to do it right now.
Mr. Hernandez: That's fine, so we're going to be tabling it, but once again I'm just letting the record reflect that it will be desirable to have additional Supervisors.

THIRD  ORDER OF BUSINESS	Approval  of  the   Minutes of
the  July  20, 2015,  March 21,
2016,	July	18,	2016	and
August 15, 2016 Meetings
Mr. Hernandez: Moving on to item No. 3, we  have  approval  of  the  minutes  of the July 20, 2015, March 21, 2016, July 18, 2016 and August 15, 2016 meetings.
Mr. Cepero: I'm sorry, we can just table those. Mr. Hernandez: So table all of them?
Mr. Cepero: Yes.
Mr. Hernandez:	Alright, so based on that request we're tabling all of those minutes.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, the Minutes of the July 20, 2015, March 21, 2016, July 18, 2016 and August 15, 2016 Meetings were tabled.

FOURTH ORDER OF BUSINESS	Consideration	of	Addendum
to Engagement Letter with Grau & Associates to per£orm the Audit for Fiscal Year Ending September 30, 2016
Mr. Hernandez: Moving on, we have consideration of the addendum to the engagement letter with Grau & Associates to perform the audit for the fiscal year ending September 30, 2016. The addendum refers to, and it's just for a matter to fulfill the requirements as per the Florida Statutes. It does not change the proposed services that are being given, the only part that the addendum does is fulfill the requirements as

per the requirements of the State of Florida, it does not change the current cost that the District will be incurring with the auditor, so based on all that explanation, the recommendation from staff would be a motion to accept the addendum to the engagement letter with Grau & Associates.
Mr. Dupre: We said it's a similar price right?
Mr. Hernandez: The price will be the same, the only part that they're just including in the addendum is the language that they recognize how they need to handle public records requests.
Mr. Dupre: Ok.
Mr. Hernandez: So with that being said, and does your ok mean that you're making a motion to approve the addendum?
Mr. Dupre: Yes, I move that we approve the addendum.

On MOTION by Mr. Dupre seconded by Mr. Cepero with all in favor, accepting the addendum to engagement letter with Grau & Associates to perform the audit for Fiscal Year ending September 30, 2016 was approved.

FIFTH ORDER OF BUSINESS	Discussion and Consideration
of Upgrading Lift Station at Villa	Portofino West Commercial (if necessary)
Mr. Hernandez: Moving on, we have discussion and consideration of upgrading the lift station at Villa Portofino West Commercial. Jorge, last time you were saying that you were going to be talking to Nour about it, that you had received a letter, and there were some matters of the lift station, is there anything that we need to discuss right now?
Mr. Cepero: I don't have any updates. Do you know what's going on with that? Mr. Pluzynski: No, not now.
Mr. Cepero: Well, Nour was supposed to be at this meeting.

Mr. Hernandez: Yes, do we know if he was going to call in? Mr. Pluzynski: I don't know.
Mr. Dupre: We should call him because I hear that we have a resolution, but we don't have anything in writing, it's just something I heard.
Mr. Cepero: Give him a call, maybe he thought he would do it by phone.
Mr. Hernandez: Give me a second, and I can check on that for you. I just texted him, let's see if he answers, I will set up the conference call now so he can call in. While we wait for his response, at least we are not aware of anything required for the lift station as of now.
Mr. Dupre: So you don't know anything on that? Mr. Pluzynski: I haven't heard anything.
Mr. Dupre: Well, when we were discussing the issues with some of the tenants over there, apparently they fixed that, but I'm not sure, or I haven't gotten a confirmation in writing on that so we need to confirm that.
Mr. Hernandez: Got it.

SIXTH  ORDER OF BUSINESS	Consideration	of	Proposals
for Portofino Plaza Parking Areas to be Sealed and Striped
Mr. Hernandez: So moving forward we have consideration of proposals for Portofino Plaza parking areas to be sealed and striped. I have requested the engineer to confirm that the areas that were referenced belong to the CDD. I don't know if anyone knows that for sure or not, and the other part that I need to report to the Board is that there is nothing in the existing budget that has been made for neither of those two expenses. So we'll need to transfer funds from the existing available funds if the Board wants to contemplate that maintenance item.
Mr. Cepero: Not out of the construction fund?
Mr. Hernandez: No, that's not construction, this is maintenance, it has nothing to do with construction. Let me see how much we have left, all we have in construction

is $58,055 for a total amount, but based on the amount that I have received it is my understanding that it's a maintenance item not construction.
Mr. Dupre: What's the estimate? Mr. Knight: $35,000.
Mr. Hernandez: $35,000 is my recollection. Mr. Knight: It's item No. 6.
Mr. Cepero: Ok, I make a motion to transfer.
Mr. Hernandez:	It's divided into 2 items, the first one being $5,847, and the second one being a total of $11,370 which will give you $17,000 approximately.
Mr. Dupre:  Could you repeat that? Mr. Hernandez: The first one is $5,847.
Mr. Dupre: That's an estimate of one area?
Mr. Hernandez: That's to do damaged asphalt repairs and sealcoating of that area. The second one is for a total amount of $11,370, and once again it's to do repairs and damage for asphalt.
Mr. Dupre: Ok, so that's $16,000, and what else?
Mr. Hernandez: And the last one is a revision to do a sealcoating for a total amount of $7,344.
Mr. Dupre: Ok, so that's $24,000.
Mr. Hernandez: So you have $7,000 and $11,000 that will be $18,000 and $5,000, so you have roughly $25,000.
Mr. Dupre: Ok So, are you going to be good with those expenses, or do we need more?
Mr. Pluzynski: We've gotten two, the third one the guy didn't break it down, and he broke it down, and he sent it to me, and he still didn't follow the map as far as the areas, so there's another one that should be coming in. I talked to him this morning, and he said he was having technical issues.
Mr. Dupre: Welt are the two pretty much in the same range? Mr. Pluzynski: Yes.

Mr. Dupre: So, do we need to round it up $25,000? Mr. Pluzynski: Well, $50,000 is the total for all 5 areas. Ms. Iglesias: 3 areas.
Mr. Hernandez: Not only that, my concern since the beginning that not all those areas belong to the CDD, so the CDD cannot pay for operation and maintenance items for property that does not belong to us.
Mr. Pluzynski: And that's why it's broken up into multiple bids so that it can be invoiced separately depending on what entity it is.
Mr. Cepero: Well, don't we need this to maintain the asphalt in good repair, and in the past we've done that in order to keep the drainage system working properly because otherwise the asphalt deteriorates.
Mr. Hernandez: But always that expense needs to come out of the operation and maintenance, it has never come out of construction.
Mr. Cepero: Well, we'll transfer the money. Mr. Hernandez: Transfer it from where?
Mr. Cepero: From the construction. Mr. Hernandez: How?
Mr. Cepero: What do you mean how? You tell me how. Mr. Hernandez: You need to have a legitimate expense.
Mr. Knight: It can't be from construction because it's maintenance. Mr. Dupre: Well, what do we have in the maintenance budget?
Mr. Knight:	The construction funds can only be used for capital costs, like building the road, not resealing it.
Mr. Hernandez: Roughly you have $250,000. Mr. Dupre: How much do we have?
Mr. Hernandez: For operation and maintenance, roughly you have $250,000. Mr. Dupre: $250,000?
Mr. Hernandez: Yes.
Mr. Dupre: So, we can transfer from there, right?

Mr. Hernandez: Yes. Mr. Cepero: $250,000? Mr. Hernandez: Yes.
Mr. Cepero: So, why are we talking about construction? Mr. Knight: We' re not.
Mr. Dupre: Well, then let's go back to the other question, whether it can be done or not. I think what Jorge is saying is correct that, what we're trying to do is not only keep the roads under good repair, but keep the drainage system good, what do you think Gerry?
Mr. Knight: I'd have to have an engineer tell me, or write us a letter telling us it's necessary to keep the drainage system from being damaged to seal all the parking lots, but the engineer would have to give us that letter.
Mr. Dupre: Can we request it?
Mr. Hernandez: You could vote, it and make it a condition that as long as the expense is a legitimate expense for the operation and maintenance of the District so that we don't need to come back to the Board.
Mr. Dupre: Ok.
Mr. Hernandez: So, what I'm going to be requested based on what we're discussing is to allow the use of $25,000.
Mr. Dupre: It's more, isn't it?
Mr. Pluzynski: Well, are we talking about the whole thing? Mr. Dupre: Yes.
Mr. Hernandez: No, we're talking about what the District can cover because if
not you're going to be driving me nuts. The part that I can only authorize is those that belong to the CDD, anything th9-t is private I cannot get involved with it.
Mr. Dupre: But that's why we're talking about it because of the drainage.
Mr. Hernandez: What I thought, and what I have understood, is that the three that have been provided is because it has been determined that those are CDD expenses.

Mr. Cepero: Alright, we'll do two votes. We'll do one vote for the areas by the CDD, and then we'll do another vote pending on the engineer's letter advising that those areas need to be covered as well.
Mr. Hernandez: That would be fine.
Mr. Dupre: And you will transfer funds for the other areas.
Mr.  Hernandez:	You're authorizing to use reserves from the District to be covering that expense if everything is as described and voted on today.
Mr. Dupre: Yes.
Mr. Hernandez: Alright, so the first motion would be to authorize the use of
$25,000 in funds for the Portofino Plaza parking areas to be sealed and striped as presented in the 3 provided proposals, with the understanding that all that corresponds to operation and maintenance of the District, because out of that amount is only $61,000 that belongs to the commercial, and $215,000 belongs to the residential.
Mr. Cepero: Because they have separate.
Mr. Hernandez: It's the amount that's being assessed is based on that proration, so if you were to be using the funds you need to maintain the same percentage of allocation. So the most the commercial side would be able to see applying the percentage of allocation would be roughly $61,000.
Mr. Dupre: Ok
Mr. Knight: We would do a small project agreement for this. Mr. Hernandez: Yes.
Mr. Knight: We'll have to have an agreement with the vendor, and we'll prepare it, and we'll attach his proposal.
Mr. Cepero: Are there things that need to be fixed or repaired on the residential side? We have the money.
Mr. Hernandez: We sent a letter to them, but we have not received any response. Mr. Cepero: What did the letter say?
Mr. Hernandez: The letter provided them with latest engineer's report that we received from Nour that is listing all the potential maintenance concerns, and items that

the CDD has, and has seen in all the improvements that belong to the District. For instance the part that I remember is there are some sidewalk ends of the roads that are having issues, and the concern that the engineer was expressing was that it could be affecting the drainage system of the residential side.
Mr. Cepero: But what did the letter say?
Mr. Hernandez: That we have an agreement with them, and therefore they're responsible to come and repair it.
Mr. Cepero: Did you also say that you have funds to pay for it?
Mr. Hernandez: No, I was not requested to do so. What we do have is a letter that states and provides an agreement with the homeowners association.
Mr. Cepero: Is the agreement with the association that they are responsible for the costs of repairs?
Mr. Hernandez: Yes, they're responsible for all the maintenance.
Mr. Cepero: Ok, so what do we do with this maintenance fund that we have if
the HOA is supposed to take care of their maintenance?
Mr. Hernandez: The excess funds you can use to decrease and lower the current assessments if that's what the Board wants. So far the Board has not taken those steps. When we were discussing this previously, part of the concern was, what if  they don't do anything, then at least we have the funds to come back and fix it.
Mr. Cepero: Alright. Mr. Dupre: That's true.
Mr. Cepero: So, back to the commercial side, are we good to take a vote on the areas that are owned by the CDD?
Mr. Hernandez: That was the first part that I just worded in the statement of
$25,000, so not to exceed $25,000 to be transferred from excess funds of the operation and maintenance account to do a work as presented in the 3 proposals that were presented today, with a condition of an agreement that is established with the vendor, and with the indication that all of that will be part of the District's operation and maintenance items.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, authorizing staff to transfer funds, not to exceed $25,000 for the Portofino Plaza parking areas for sealing and striping as presented in the 3 proposals as stated on the record was approved.

Mr. Hernandez: Now there was a second consideration by the Board that's in an amount of?
Mr. Cepero: The balance to complete the areas. Ms. Iglesias: That is not in question.
Mr. Cepero: Right, pending the letter from the engineer.
Mr. Hernandez: So, can we have an amount not to exceed so that we will be able
,	to move forward?
Mr. Dupre: What's the total?
Mr. Pluzynski: The total is $50,000. Mr. Dupre: Proposed.
Mr. Cepero: So, the total without the areas that are owned by the CDD, the balance.
Mr. Pluzynski: Right, that should be $25,000 because $50,000 was the total.
Mr. Hernandez: So, that would be another $25,000 for the other areas pending the engineer's letter that will allow the District to undertake those as operation and maintenance obligation of the District.
Mr. Cepero: Do you want to make it like $27,000 in case there's something needed?
Mr. Hernandez: You can make it not to exceed $30,000. Mr. Dupre: Not to exceed $30,000, let's do that.
Mr. Hernandez: So it would be not to exceed $30,000 for the other areas pending the engineer's letter, and with the indication that it can be done only if it's part of the District's operation and maintenance items. With that being said, also there will be a

need, once we receive the final proposals an agreement to be put in place, and by authorizing the agreement you are authorizing the appropriate officials to execute that document.
Mr. Knight: I can see possibly Nour saying that the resealing is necessary to prevent damage to the drainage that this District is responsible for, but I don't know about the striping, I don't know why that would be necessary.
Mr. Cepero: You have to stripe it once you seal because when you seal you're going to cover up all the striping.
Mr. Hernandez: It's a requirement.
Mr. Cepero: You have to re-stripe what was there before. Mr. Knight: Ok. Well, we'll deal with that I guess.
Mr. Hernandez: So, I have a motion on the table for the Board to consider.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, authorizing staff to transfer funds, not to exceed $30,000 for sealing and striping of the cornrnercial areas of Portofino Plaza parking as stated on the record was approved.

Mr. Hernandez: Moving on, we have consideration of resolution #2017-01 which is the proposed budget, and since not all the Supervisors got a full copy of the entire budget.
Mr. Knight: I'm sorry, which proposal are you accepting?
Mr. Hernandez: No, they are accepting the 3 proposals that were included in the package that give a total of not to exceed $25,000.
Mr. Knight: But there's 2 proposers, so my question is which one are we accepting?
Mr. Pluzynski: Right, there's Atlantic Southern and All County. Mr. Knight: Right, so we're accepting Atlantic Southern?
Mr. Cepero: Who's lower?
Ms. Iglesias: Which one is lower Eli?

Mr. Dupre: And recommended?
Mr. Pluzynski: I didn't add up everything because Atlantic Southern, they put all the areas on one, that's why I had the easy total. All County sent them all over individually, so I can do the math real quick to see if it's lower. From the conversations with Atlantic Southern, they sounded like they definitely knew what they were doing, but that could just be the guy is a better salesman than the other guy.
Mr. Dupre: Well we got something in the packet that says it's $35,000, and then line striping $15,000, but that's for everything together.
Ms. Iglesias: Ok.
Mr. Dupre: So $50,000 total right? Mr. Hernandez: That's what he said.
Mr. Knight: That was for Atlantic right? Mr. Dupre: Yes.
Mr. Hernandez: Yes, but it covers everything.
Mr. Cepero: Right, we don't know the exact coordinates of what's in the CDD property because he has all of the land included, is that correct Eli?
Mr. Pluzynski: Yes, that one breaks it down by sections, and I just did that math, but it's off of the Property Appraisers site on what the divisions on there. Then, the other one provided the same map and bid his, he just put them all on multiple proposals. Also, All County has individual options for using their thermoplastic striping versus whatever the standard is, but I believe it's thermoplastics required. So I think the other one looks a little bit more all-inclusive it doesn't have all those options that are really necessary.
Mr. Cepero: So, All County is how much?
Mr. Knight: Depending on what options you pick.
Mr. Pluzynski: $25,000, so All County is right around  $51,415,  not including any of the options.
Mr. Cepero: How much? Mr. Pluzynski: $51,415.

Mr. Cepero: Is that in the agenda here, the proposal? Mr. Dupre: No.
Mr. Pluzynski:	No, the agenda I think just has the sections that are clearly maintained by the CDD.
Mr. Dupre: So it's more, because the other one, the areas maintained for the CDD is $25,000, and this one is $34,000.
Mr. Hernandez: We need to take a short break so Nour can call into the meeting.
Alright we' re back on the record, go ahead Nour.
Mr. Shehadeh: Did you send me any of this to look at?
Mr. Cepero: No, Eli is our new manager, he will be sending it to you. Mr. Shehadeh: Ok.
Mr. Hernandez: The part that Mr. Knight and I were discussing since it is my understanding that the intent is Villa Portofino East is to recess and reconvene next Monday, and so we could probably do the same with this particular item.
Mr. Cepero: Yes, that's fine, we can do that because you need to have final numbers here, and have everything added up for us so we're not doing  math here during the meeting, and make sure that they're both dealing with the same items. If you're going to allow an option from one of these to upgrade to something, make sure that the other guy is pricing the same kind of upgrade because otherwise we're not comparing apples to apples.
Mr. Hernandez: Correct. So with that being said we can move on to the next
item.
Mr. Knight: Well, the motions that were made will need to be. Mr. Dupre: Are subject to further review.
Mr. Cepero:	Why don't we amend those motions to more accurate numbers
because we don't need $25,000 for the first portion or the second portion?
Mr. Hernandez: Since it's not to exceed, if it comes out to less than the amount that the Board approved, the District can still move forward.

Mr. Cepero:	Let's  make  it  as  accurate as  possible.	Why don't we lower the District owned portion to $7,000, and the other portion to $20,000?
Mr. Hernandez: So, if you would help with that motion Mr. Knight?
Mr. Knight: So, instead of approving $25,000 for the area owned by the CDD, you're approving $7,000 is that right?
Mr. Cepero: Yes, $7,000.
Mr. Knight: Do you want to make it $10,000?
Ms. Iglesias: Yes, why don't you make it a little bit more? Mr. Dupre: Right, make it $10,000.
Mr. Cepero: Let me see, alright.
Ms. Iglesias: Right, because it's $7,600 anyway.
Mr. Knight: So, you're amending the motion, moving to amend the motion, and there's a second somewhere.
Mr. Hernandez: So, I have a motion at this point to amend the not to exceed amount, is there a second?
Mr. Dupre: Now the other motion.
Mr. Cepero: Well, the other one was $25,000 so let's leave it at $25,000. Mr. Knight: Or $30,000, you said $30,000.
Mr. Dupre: No, we have to have $25,000 because that's what we know. Mr. Cepero: Alright, so a motion to make it $25,000, the second part.
Mr. Dupre: We've already had a motion on that, so we leave that the way it is. Mr. Hernandez: So, the second one, $25,000 instead of $30,000.
Mr. Cepero: Yes, but that was $30,000, so let's make it $25,000. Mr. Dupre: Oh, it was $30,000, ok $25,000 then.
Mr. Knight:	And the two areas that are not CDD owned, we think, is the roadway which is owned by the city, and what's the other one?
Mr. Pluzynski: The office plaza.
Mr. Knight: The office plaza, and who owns that? Mr. Pluzynski: That's private.

Mr. Knight: Ok.
Mr. Hernandez: So, for clarity of the record what I'm understanding, and what I understand the Board has approved is a motion to revise the prior approved jobs with an amendment to correct the first motion to limit it to not to exceed $10,000, and the second motion to not exceed $25,000, and that motion was made by Jorge Cepero, and second by Jim Dupre, is that correct?
Mr. Dupre: Correct.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, amending the previously stated motion amounts not to exceed $10,000, and not to exceed $25,000, as stated on the record by Luis Hernandez was approved.

Mr. Hernandez: Once we have clarified that matter, and once again if were we to continue with more specifics, Eli will just let us know.

SEVENTH ORDER OF BUSINESS	Consideration	of	Resolution
#2017-01 Approving the Proposed Fiscal Year 2018 Budget and Setting the Public Hearing
Mr. Hernandez: The next item we have is consideration of resolution #2107-01 approving the proposed budget. Since I know that some of the Supervisors don't print the entire package, I brought additional copies of just the proposed budget so that you will be able to take a look. The importance of what we're going to be facing is for the District to determine at this particular time whether we' re going to be facing an increase or not. Based on the proposed budget, the District believes that it's going to be able to continue providing the same level of services as we have done in the past with no increases. With that being said it's just up to the Board to ask any questions in regard to the proposed budget, and if not, what would be appropriate for the District is to define when is it that we're going to have a meeting to adopt this budget. By law, it needs to

be done at least 60 days from today which means that the earliest that the District will be able to do it is going to be at the meeting on June 19th, or July 17th, or August 21st. The important part is, whichever day we pick, it is appropriate for us to ensure that we will have the quorum because it would require to have a special advertisement that needs to be done in time and therefore, if for any reason we cannot have it, we would need to go back and do a new advertisement again. So with that being said, which date would be the best time for the Board to meet and adopt the budget, either on June 19th, July 17th or August 21st?
Mr. Cepero: I'm good with the19th. Mr. Hernandez: So, June 19th.
Ms. Iglesias: Actually, June will be fine for me.
Mr. Hernandez: So, hoping that everything will be fine, the resolution is going to read that the meeting will be held on June 19, 2017, and once again there does not appear to be any increases. The hour will be at the regular time which would be at 11:30 a.m., and the location will be at the same place that we have the regular meeting which is 1031 Ives Dairy Road, Suite 228 in Miami, Florida. With that being said, unless anyone has any changes to the resolution, a motion to approve resolution #2017-01 would be in order.

On MOTION by Mr. Dupre seconded by Mr. Cepero with all in favor, Resolution #2017-01 approving the proposed Fiscal Year 2018 Budget and setting the Public Hearing on June 19, 2017 at 11:30 a.m. at 1031 Ives Dairy Road, Miami, Florida was approved.

EIGHTH  ORDER OF BUSINESS	Staff Reports
Mr. Hernandez: Moving on to staff reports, Mr. Knight

Attorney
Mr. Knight: Nothing to report.

Engineer
Mr. Hernandez: Nour, anything else to report for Villa Portofino West? We were discussing and asking, have you heard anything from the city in regard to the lift station on the commercial side?
Mr. Shehadeh: No, there's nothing to add, I'm not sure if the city is doing it now. Mr. Hernandez: Ok, so at least you haven't been informed of anything.
Mr. Shehadeh: Say again.
Mr. Hernandez: You haven't been informed by the city of any problems with the lift station.
Mr. Shehadeh: No. Mr. Hernandez: Ok.
Mr. Dupre: So, are there still issues?
Mr. Shehadeh: Well, the lift station had issues to begin with according to the city, and I know we were looking at one time to see what the hiccup is and this is according to WASA saying that the run time exceeds the minimum, and it's still sitting in the hands of the city at that time.
Mr. Dupre: Ok, so what we need from you is to be able to update us to see what the status is on that issue.
Mr. Shehadeh: Can you say that again?
Mr. Dupre: We need for you to do the research, and update us as to what the status is on this lift station issue.
Mr. Shehadeh: Like I said, we already did, and we know what the issue is, and the issue is not with the City of Homestead, the issue is with WASA, and the way we left it, you're good with looking at t to see what you can do with WASA in order for you to be able occupy the building according to the city. That's how we left it, so there's no research to be done, I'm not sure what the city did after that because nobody ever contacted me. I know Antonio, my partner in Miami took over this project.
Mr. Dupre: How long ago was it that you heard this? How long ago did you get an update?

Mr. Shehadeh: I didn't get an update since the last time we talked about this, which is months.
Mr. Dupre: So we need to, who's going to be in charge of following up on this?
Do we have an engineer?
Mr. Hernandez: Yes, the Board can appoint the engineer to contact back WASA, and define if there are any other matters that need to be addressed at this point.
Mr. Dupre: Do we need to do that? Mr. Cepero: I'm sorry, do what?
Mr. Dupre: Have him do an update.
Mr. Cepero: I don't know what the status is, I don't know what needs to be
done.
Mr. Dupre: He needs to research, and tell us where we're at because there's no
new information from him since months ago. We need to have something in writing saying everything is good.
Mr. Shehadeh: Maybe I can get you an answer right now, hold on a second.
Mr. Hernandez: When he comes back, let me see if that's what the Board understands.
Mr. Dupre: Issues like this are his responsibility, no? Mr. Knight: The CDD owns the lift station?
Mr. Cepero: The city owns it.
Mr. Hernandez: The CDD improved it, and passed it on to WASA or the city, I don't know which of the two.
Mr. Knight: So the CDD doesn't own it.
Mr. Hernandez: Doesn't own it any more but the CDD was the one responsible for the construction of it, and so far what I understand is that there are some concerns as to the status of the lift station, and it has to do with the one who paid for it.
Mr. Shehadeh: Luis? Mr. Hernandez: Yes.

Mr. Shehadeh: I cannot get a hold of Antonio because he took over this from me, but I will ask him and will give you an update.
Mr. Hernandez: Perfect, that's exactly what I understand that the Board is asking for you to go back and define if there is any pending issues in regard to the lift station based on the understanding that the one who paid for that improvement was the CDD.
Mr. Dupre: And it would be nice to get something in writing from WASA, and from the city.
Mr. Hernandez: From whoever has the issue.
Mr. Dupre: Or if they don't have any further issues, so we know, hey it's all resolved, at least an email from someone.
Mr. Shehadeh: I'll see what we have, and we'll get it to you. Mr. Dupre: Thank you.
Mr. Hernandez: Perfect, thank you very much.

report.

Manager
Mr. Hernandez: Moving on, as for the manager there is nothing on my side to

NINTH ORDER OF BUSINESS
Approval of Check Run
Balance Sheet and Income Statement

Financial Reports

Mr. Hernandez: Moving on to section 9, we have financial reports. You will find the check run summary, balance sheet and income statement. Unless anyone has any questions in regard to the financials, a motion to approve would be in order.
Mr. Cepero: On page 2 under Governmental Management Services, there's a
$2,000 fee for assessment roll certification, is that inside of your yearly fee, or is that on top of that?
Mr. Hernandez: That's on top of that, that's per our agreement. Mr. Cepero: $2,000 for certifying the roll?

Mr. Hernandez: Yes.
Mr. Cepero: And you're saying that's per the agreement?
Mr. Hernandez: Yes. The agreement between the CDD and GMS. Mr. Cepero: Is there like a line item on the budget?
Mr. Hernandez: Yes.
Mr. Cepero: It says assessment roll?

Mr. Hernandez: Correct, the third line item in the administrative costs. Mr. Cepero: Alright.

Mr. Hernandez: Are there any other questions in regard to the financials? Mr. Cepero: No.
Mr. Hernandez: Then a motion to approve the financials would be in order.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, the Check Run Summary, and the Balance Sheet, and Income Statement were approved.

TENTH ORDER OF BUSINESS	Supervisors	Requests	and
Audience Comments
Mr. Hernandez: Moving on, are there any Supervisors requests at this point? I just want to let the record reflect that we have no audience at this point.

ELEVENTH  ORDER OF BUSINESS	Adjournment
Mr. Hernandez: Unless anyone has any other District business to discuss, and do we want to adjourn this meeting, or do we want to leave it open for next week?
Mr. Cepero: No, let's table it. I make a motion to table this meeting. Mr. Hernandez: To recess and reconvene the meeting.
Mr. Cepero: Yes, recess and reconvene.
Mr. Hernandez: Until next Monday, the same time and place? Mr. Cepero: Yes.
Mr. Knight: March 27th.

Mr. Cepero: Yes.
Mr. Hernandez: So to recess and reconvene on March 27th at this same time at 1031 Ives Dairy Road, Suite 228 at 11:30 a.m.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, the Meeting was recessed to reconvene on March 27, 2017 at 11:30 a.m. at 1031 Ives Dairy Road, Miami, Florida.

Secretary / Assistant Secretary	Chairman/ Vice Chairman

MINUTES OF MEETING VILLA PORTOFINO WEST
COMMUNITY DEVELOPMENT DISTRICT
The recessed and reconvened meeting of the Board of Supervisors of the Villa Portofino West Community Development District was held on Monday, March 27, 2017 at 11:30 a.m. at 1031 Ives Dairy Road, Suite 228, Miami, Florida.

Present and constituting a quorum were:

Nancy Iglesias Jorge Cepero
Jim Dupre

Chairman  Vice Chairman
Assistant Secretary

Also present were:
Susan Delegal Luis Hernandez Nour Shehadeh Eli Pluzynski

District Counsel District Manager
District Engineer (by phone) Prime Homes

FIRST ORDER OF BUSINESS	Roll Call
Mr. Hernandez: So moving on with our agenda, for Villa Portofino West the issue is, did you receive from Eli the plans showing some maintenance items that needed to be made in thE: parking lots of the commercial side?
Mr. Shehadeh: I didn't receive them, no.
Ms. Delegal: Have we reconvened the meeting for West?
Mr. Hernandez: For him to review it, yes.
Ms. Delegal:  Ok, so we1 re at a reconvened meeting, which has been recessed and reconvened from March 20, 2017 and  now we1 re taking up an item for which the meeting was recessed, right?
Mr. Hernandez: Correct.
Ms. Delegal: Ok.

Mr. Hernandez: And so that we are in complete understanding let me just pass out a copy of the agenda, and it's the continuation meeting from March 20, 2017.
Mr. Hernandez then called the recessed  and  reconvened  meeting to  order,  called the roll and asked for a motion to open the reconvened meeting.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, the Meeting was reconvened.

SECOND ORDER OF BUSINESS	Consideration of Proposals from
Portofino Plaza Parking Areas to be Sealed and Striped. It was authorized not to exceed $10,000 for one and $25,000 for another pending that proposals  were  to be made comparable and limit to District's property
Mr. Hernandez: Now with that being said, the item of consideration was and  the latest action that was taken by the Board was a  proposal  that we're passing out  for  the plaza parking area to be sealed  and striped.  At that  point  the Board authorized  two parts of the project, one in the amount not to exceed $10,000. The second one for $25,000 and all those proposals were pending to make them comparable  and  that was one  of  the requests to Eli, and the second part was to go to the District engineer  to get a definition of  whether or not those areas belong or not belong to the DD. With that being said, Naur have you
been able to check the information that Eli sent_you?
Mr. Shehadeh: I have not received anything from anyone, that's what I'm saying.
Mr. Pluzynski: I emailed that to you on Tuesday, and then I called you because I hadn't heard anything back on Friday, so I called and left you a message to see what was going on since I hadn't heard anything back from the email, and I hadn't received anything. So you didn't get the email or the voice message?
Mr. Shehadeh: I got the message but not the email, no. Was it a big attachment that you had in the email?

Mr. Pluzynski: There were a few attachmen because they were all of the quotes that I had received that we had discussed at the last meeting.
Mr. Shehadeh: Was it a large attachment?
Mr. Hernandez: The attachment shows a map that divides the parking area is 5 different areas, so the part that is called #1, I went on the Miami-Dade County Property Appraiser website and it shows that the owner of all that area included, I believe those are the theaters, the owner is Susan Elflyn.
Mr. Shehadeh: Luis, this is not going to do me any good, I need the email again so I can look at it. What I did last week, I went to the property of Villa Portofino East and West and I did my team visit and I talked to the city, and I talked to everybody. I have all the information with me to finalize my report for both of them but I still need Eli's findings about the lift station problem that you were talking about last time.
Mr. Pluzynski: Let me see if I can re-send it to you.
,
Mr. Shehadeh: Send it to me, I can get it on, my phone, I'm not at the office now but I can get it on my phone.
Mr. Hernandez: Alright so I guess we cannot move forward with that item.
Mr. Pluzynski: So have you gotten any email from my Nour, did you get the one where I sent you the gate code for VPE and the phone number for the management company?
Mr. Shehadeh: Actually I did not receive anything from you Eli, I don't know what
the problem is.
Mr. Pluiynski: Ahight, I have your email as Nour@hsgroup.net is that correct?
_Mr. Shehadeh: Yes, hsgroup.net
Mr. Cepero: Nour I tlrink you're having email problems because I think you've also not gotten emails from me, so I think you need to check with your provider because you may he having a problem.
Mr. Shehadeh: Maybe because I haven't been receiving anything, but I received emails from Gerry and from Luis.

Mr. Cepero: I can tell you from what Luis just handed out and again we shouldnt keep looking at this, #1 is not the CDD, the movie theater is outside of the CDD boundaries and #4 you did right here, outside District boundaries, so that's fine. I don't think we need to see it here.
Mr. Hernandez: The only ones that seem to be related to the CDD is for sure #3, #5, the folio that you see is not fully described as to who it is, it doesn't  provide  the  ownership, it just says that the folio existed but it's being kept just for informational purposes.
Mr. Cepero: Well that's because the office buildings are condominiums so there are dozens of different folio numbers.
Mr. Hernandez: So it's divided into different folios?
Mr. Cepero: Right.
Mr. Hernandez: But then it does not describe the parking lot, and once again #1 for instance is inside the CDD but the parking lot does not belong to the CDD.
Mr. Cepero: But even the parking lot does not belong to the CDD.
Mr. Hernandez: Right the parking lot does not belong to the CDD, we cannot come back and seal and strip parking lots which is not ours.
Mr. Cepero: That's what I said, #1 is not in the CDD, that's the first one I addressed.
Mr. Hernandez: Correct, #3 is the only one, #4 is out, #2 seems to be the county or city as far as I know and we will have to have an agreement then with the city  or. the county in order for us to be able to do any maintenance.
Mr. Cepero: And I'm not sure if it's in the CDD.
Mr. Hernandez: It is not in the CDD, I do know that at least per Miami-Dade County, but I don't know on the engineer's side but the part of the research that I did last night, it shows as it being owned either by the city or the county, it's.one of those.
Mr. Cepero: I don't mean own, I mean in the CDD boundaries.
Mr. Hernandez: Ok it is within the CDD boundaries but the fact that we don't have the ownership, we'll need to a have an agreement in order for us to be able to come and do any repair and maintenance.

Mr. Cepero: And I want to say that the way the city does it, it's like they did the same thing as what they did in Villa Portofino East that we convey s.ome roads to the city· but the CDD is responsible for maintaining it.
Mr. Hernandez: We have an agreement for that. In here we don't have that agreement, at least not that Tm aware of, and we are the holder of the records of the District so if that agreement exists all I need to have is a copy of it.
Mr. Cepero: Well I guess the first thing we should do is try to see if the city will do it on their own.
Mr. Hernandez: Correct.
Mr. Cepero: Ok. So Naur didn't get any of this so we don't have any proposal to review?
Mr. Hernandez: No.
Mr. Cepero: Ok.
Mr. Hernandez: So I guess at this point all we can do is try to get everything done for the next meeting which is going to be on April 17th.
Mr. Cepero: Alright, why don't we table or  adjourn this meeting temporarily  until we have Villa Portofino East and see how we're going to handle that and what we're going  to need for that because I understand that one we're going to have to me·et again soon and then we.'ll come back to this meeting and see if there's anything we can do about this one.
Mr. Hernandez: I got it. So trying to understand what we're going to be doing is just take a break, and when we define how the other one is going to progress we can come back and take the same measurement with this one.
Mr. Cepero: Yes.
Mr. Hernandez: Ok so now that we've had that other meeting, how do you want to handle this?
Ms. Iglesias: Well we have it open.
Mr. Hernandez: Nour hasn't said anything, ·we have already been able to basically finalize the pending issues that we have for Villa Portofino East, but I don't know how the Board wants to move in regard to Villa Portofino West Once again, we're just pending to

define, the Board has already previously approved two amounts, one being $10,000 for one area and $25,000 for another area, and all that pending for Nour corning back and giving us a report.
Mr. Cepero: Well you don't need Board action then from. us anymore because you have those approvals.
Mr. Hernandez: Y_es, but we are trying to take advantage of the fact of having the
meeting in the event that something has to be modified and  I  believe that based  on the tight schedule that we have there is nothing further that we can give you at this point.
Mr. Cepero: Alright.
Mr. Hernandez:	So, a motion to adjourn would be in order unless you have anything to discuss.
Ms. Delegal: So we're going to put this off until the meeting.
Mr. Hernandez: They already approved two parcels.
Ms. Delegal:	Two parcels that were not in contention, so you've accepted a proposal for that.
Mr.  Hernandez:	Correct, and if there is anything additional that needs to be
presented that will corne back. Ms. Delegal: Ok, got it.

THIRD ORDER OF BUSINESS	Supervisors	Requests	and
Audience Comments
There not being any, the next itern followed.

FOURTH ORDER OF BUSINESS	Adjournment

On MOTION by Ms. Iglesias seconded by Mr. Dupree with all in favor, the Meeting was adjourned.

Secretary  / Assistant Secretary	Chairman / Vice Chairman

MINUTES OF MEETING
VILLA PORTONNO WEST
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Villa Portofino West Community Development District was held on Monday, June 19, 2017 at 11:30 a. at 1031 Ives Dairy Road, Suite 228, Ivliami, Florida.

Present and constituting a quorum were:

Nancy Iglesias Jorge Cepero Jim Dupre

Chairman  Vice Chairman
Assistant Secretary

Also present were:
Gerry Knight Vanessa Steinerts Luis Hernandez Eli Pluzynski

District Counsel
Billing, Cochran, Lyles et al
District Manager Prime Homes

FIRST ORDER OF BUSINESS	Roll Call
Mr. Hernandez called the meeting to order and called the roll.

SECOND ORDER OF BUSINESS	Organizational Matters
Consideration of Appointment of  Supervisor(s)  to  Fill Unexpired Term(s) of Office for Seat #3 & Seat #5 - both11/2018
Oath of Office for Newly Appointed Supervisor(s)
Election of Officers
Mr. Hernandez: Moving on to organizational'matters, we need to remind the Supervisors that we have two vacant seats. Does the Board have anyone they would like to appoint at this time?
:Ms. Iglesias: Not yet.
Mr. Hernandez: Alright, so we'll be tabling this until next time.

THIRD ORDER OF BUSINESS	Approval of the Minutes of
the July 20, 2015, March 21,
2016,	July   18,	2016	and
August 15, 2016 Meetings
Mr. Hernandez: Item No. 3, is the approval of the minutes. -At this po:int we're presenting the minutes from July 20, 2015, March 21, 2016, July 18, 2016 and August 15,
2016 meetings.
Mr. Cepero: Table.
Mr. Knight: Jorge, I'm just_ go:ing to mention this at all the. meetings now. At some point we should approve these m:inutes because until you approve them, they're not official and so if anybody wants to _see the official m:inutes of these meetings we can't tell them they are official minutes. So we are looking to get them all approved when you're ready, so maybe soon.
Mr. Cepero: No problem.
Mr. Knight: Ok.
Mr. Hernandez: With that understanding, then we're tabling those m:inutes and mov:ing on to the next item.

On   MOTION  by  Mr. Cepero  seconded  by  Mr- Dupre with  all in
favor, the Minutes of the July 20, 2015, March 21, 2016, July 18, 2016
and August 15, 2016 Meetings were tabled...

FOURTH ORDER OF BUSINESS	Public Hearing to Adopt the
Fiscal Year 2018 Budget
Motion to Open the Public Hearing
Mr. Hernandez: The next item that we have is the public hearing to adopt the fiscal year 2018 budget. No changes have been made, although I have  brought additional copies to the Supervisors. AB it was presented at the last meeting, as of this po:int the District staff does not believe there is a need for any increases. So basically what you're see:ing and what is be:ing presented to you is a copy and paste of what was

budgeted for the previous year. As of this point District staff believes that will cover
-the particular needs the District has had and we believe the District will be successful to provide services as presented today. So the first the action I'm going to need from the Board before we go into the details is a motion to open the public hearing.

On MOTION by Mr. Cepero seconded by Ms. Iglesias with all in
favor, opening the Public Hearing was approved.

Public Comment and Discussion
C Consideration of Resolution #2017-02 Annual Appropriation Resolution Mr. Hernandez: I just want to indicate for the record that we have no public here
and that's the reason we don't have any comments. It's not that we're avoiding the subject and jus·t going back to the portion that I was presenting in the proposed budget, there are no changes whatsoever, the same as it was presented 60 days ago or so. With that being said, unless anyone has any' questions in regard to the proposed budget, the next item the Board will have to consider would be resolution #2017-02 which is the annual appropriation resolution. What this resolution does is it takes this proposed budget and makes it the District's adopted budget. So by adopting the resolution the Board is basically adopting the District's budget. Unless anyone has any questions, a motion to approve resolution #2017-02 would be_ in order.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, Resolution #2017-02 the Annual Appropriatiori. Resolution was approved.

Consideration of Resolution #2017-03 Levy of Non Ad Valorem Assessments Mr. Hernandez: The next item is resolution #2017-03 which is the levy of the Non
Ad Valorem Assessments. As the District has done in the past, by approving resolution #2017-03 the Board will be authorizing once again to have the District levy District assessments on the Miami-Dade County tax bill.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, Resolution #2017-03 levy of Non Ad Valorem Assessments was approved.

Motion to Close the Public Hear:ing
Mr. Hernandez:	Unless anyone has anything else in. regard to the budget, a motion to close the public hearing would be in order.

On MOTION by Mr.. Dupre seconded by Mr. Cepero with all in favor, closing the Public Hearing was approved.

FIFTH ORDER OF BUSINESS	Acceptance of Audit for Fiscal , Year Ending September 30, 2016
Mr. Hernandez: The next item, a  copy  of  the final  report  from the  auditing  firm has already been provided in electronic format and  I  have  here  a  copy  of  the  report  · itself. AB you  may  have seen probably  in  the  electronic  copy  that was provided,  it's a clean audit, no items  out of  the ordinary  and  unless  anyone  has any  questions,  a  motion to accept the audit for fiscal year ending September 30, 2016 would be in order.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, accepting the audit for Fiscal Year end.mg September 30, 2016 was approved.

SIXTH ORDER OF BUSINESS	Staff Reports
Mr. Hernandez: Moving on to staff reports, Mr. Knight?

Attorney
Mr. Knight Nothing to report:

Engineer - Acceptance of Engineers Annual Report
Mr. Hernandez: A copy of the engineer's report has been :included  and presented in section B. As the Supervisors know, annually  the District engineer  needs to go and provide an inspection to the District improvements and to provide some comm.ents. A copy of which has been presented and :included in the District's agenda, and unless anyone has any questions, a motion to accept the engineer's annual report would be in order.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in
favor, accepting the engineer's annual report was approved.

Manager
Number of Registered Voters in the District - 278
Consideration of Proposed Fiscal Year 2018 Meeting Schedule
Discussion of Financial Disclosure Report from the Commission on Ethics
Mr. Hernandez: As for the manager, I just need to indicate that the number of registered voters is 278. The reason and importance of this indication is, once the District meets two items, number one, 6 years of establishment and number two, 250 registered voters, the election of the Supervisors are being controlled by Miami-Dade County Supervisor of Elections. As of today, the District has met both.requirements.
Mr. Cepero: Can you say that whole thing again?
Mr. Hernandez: When the District ·meets 6 years of establishment and 250 registered voters or more, the election of the Supervisors is controlled by lVliami-Dade County Supervisor of Elections. As of today, the District has met both requirements, so the new seats will be controlled by Miami-Dade County Supervisor of Elections.
Mr. Cepero: How many electors do we have?
Mr. Hernandez: 278.
Mr. Knight So are we on even number or odd number terms?
Mr. Hernandez: We have seats expiring in 2018, so we seem to be f:ine.
Mr. Knight Ok.

Mr. Hernandez: The next seats that are going to be coming up, and I would imagine that it would be the two vacant seats, seats #3 and #5 would be the general election seats.
Mr. Knight: In 2018?
Mr. Hernandez: Yes, and seat #4 will continue to be the last developer seat That is the one that is currently being occupied by Mr. Dupre.
Mr. Cepero: So next year there's.an election and it will be one seat?·
Mr. Hernandez: Two seats for general election and one seat for landowners.
Mr. Cepero: Ok.
Mr. Knight: Then in 2020 it will be two seats, so by 2020 it will be 4 residents and 1 landowner left, and then by 2022 it will be all residents.
Mr. Hernandez: That's correct. Moving on, the next item I have to be presented today is consideration of the meeting schedule. Following what we have done in the past, the District will be trying to entertain meetings every month on the third Monday, if  necessary,  and   based  on  that  we  are  presented  the·  schedule  with  the  only  two exceptions being in the months of January and February  because of holidays.  Other
than that, the meetings will be held on the third Monday of each month and as we have
done in the past if we don't need it, we just cancel it With that being said, a motion to approve the fiscafyear 2018 meeting schedule would be in order.

On MOTION by Mr. Cepero seconded by Ms. Iglesias with all in favor, accepting proposed Fiscal Year 2018 Meeting Schedule was approved.

Mr. Hernandez: The financial disclosure report, as I was indicating prior to starting the meeting, no one has filed yet so please take care of that as soon as possible.·

SEVENTH  ORDER OF BUSINESS	Financial Reports
Approval of Check Run
Balance Sheet and Income Statement
Mr. Hernandez: Moving on to financial reports, you will find that in section 7. Tab A contains the check run summary, and Tab B has the balance sheet and income state:i:nent. Unless anyone has any questions in regard to the financials, a motion to approve would be in order.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in

favor, the Check Run summary and the Balance Sheet and In.come Statement were approved.

EIGHTH ORDER OF BUSINESS	Supervisors	Requests	and
Audience Comments
Mr. Hernandez:	Moving on, are there any Supervisors requests at this time?
Once again, we have no audience today for any comments.

NINTH ORDER OF BUSINESS	Adjournment
Mr. Hernandez:	Unless anyone has any other District business to discuss, a motion to adjourn would be in order.

On MOTION by Ms. Iglesias seconded by Mr. Dupre with all  in favor, the Meeting was  adjourned. .	·

Secretary  / Assistant Secretary	Chairman / Vice Otairman

MINUTES OF MEETING VILLA PORTOFINO WEST
C01\4MUNITY D·EVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Villa Portofino West Comm.unity Development District was held on Monday, March 19; 2018 at 11:30 a.m. at 1031 Ives Dairy Road, Suite 228, Miami, Florida.

Present and constituting a quorum were:

Nancy Iglesias Jorge Cepero· Jim Dupre

Chairman
Vice Chairman Assistant Secretary

Also present were: Gerry Knight
Luis Hernandez Eli Pluzynski

District Counsel District Manager Prime Homes

FIRST ORDER OF BUSINESS	Roll Call
Mr. Hernandez called the meeting to order and called the roll.

SECOND ORDER OF BUSINESS	Organizational Matters
Consideration of Appointment of Supervisor(s)  to Fill Unexpired  Term(s) of Office for Seat #3 & Seat #5 - both 11/2018
Oath of Office for Newly Appointed Supervisor(s)
Election of Officers
Mr. Hernandez: Moving on with our agenda, I just need to remind the Supervisors that we h?-ve two vacant seats. Does the Board have anyone they would like to appoint for those vacant seats?
Ms. Iglesias: Not yet
Mr. Hernandez: Alright, not hearing any we will just table that item as we have done in the past.

THIRD ORDER OF BUSINESS	Approval of the Minutes of
the   July  20, 2015, March 21,
2016,  July 18, 2016, August
15,   2016, March  20,	2017,
March 27, 2017, and June 19,
2017 Meetings
Mr. Hernandez: Moving on, _the next item that we have is a presentation for approval of the minutes for July 20, 2015, March 21, 2016, July 18, 2016, August 15, 2016, and all those from the year 2016, followed by March 20, 2017, March 27, 2017 and June 19, 2017 meetings.
Mr. Cepero: Table all of those. Mr. Hernandez: Ok.

On  MOTION by Mr. Cepero seconded  by Mr. Dupre with all in
favor, the Minutes  of  the   July 20, 2015,  March  21,  2016, July 18
2016, August 15, 2016, March 20, 2017, March 27, 2017 and June 19, 2017 Meetings were tabled.

FOURTH ORDER OF BUSINESS	Ratification of Engageme.nt
Letter with Grau & Associates to perform the Audit £or Fiscal Year Ending September 30, 2017
Mr. Hernandez: The next item we have is, ratification of the engagement letter with Grau & Associates. Grau & Associates IS the firm to perform the audit for  fiscal year ending September 30, 2017, and the reason it is being presented for ratification is  that the District treasurer has already signed the engagement letter.  Unless anyone has any questions, a motion to ratify the engagement letter would be in order.

On MOTION by Mr. Dupre seconded by Mr. Cepero with all in favor, ratifying the engagement letter with Grau & Associates to perform the audit for Fiscal Year ending September 30, 2017 was approved..

FIFTH ORDER OF BUSINESS	Consideration of Resolution
#2018--01 Approving the Proposed Fiscal Year 2019 Budget and Setting the Public Hearing
Mr. Hernandez: Moving on, we have consideration of resolution #2018-01 approving the proposed budget. The budget hasnt changed, and as you can see it just contains, and for those of you who do not have a copy I have a few here, but basically what you will be able to see is that the same assessments that were levied in the prior year are the ones that are being proposed for this fiscal year. As of this point the District, based on the current expenditures, does not anticipate needing to change what we already have in that budget. Unless any'one has any questions in regard to the budget, we now need to define when we' re going to have our regular meeting for the adoption of the final budget. Resolution #2018-01 is going to read, and by statute we need  to  give  ourselves at least 60  days,  which means the earliest we will be able to
adopt this would be May 21st, but technically we can do it any month from then until
.	.
August. So the option for the Board, and the only thing I want to remind Supervisors of
is, we will need to have the quorum, and a special advertisement needs to be made for the adoption of the budget, so it is important for the District to make sure that we will have a quorum at that meeting.
Mr. Dupre: What would be the earliest date?
Mr. Hernandez: The earliest would be May 21st, and the second option is June
18th.
Mr. Dupre: I think May is probably good because just in case there ar people
taking vacation, jf everybody's going to be here in May.
Mr. Cepero: YoumeanNancy? Mr. Dupre: Nancy, or me or you.
Ms. Iglesias: That's fine, May is fine, let's get it over with.
Mr. Hernandez: The sooner typically is the better.

Mr. Dupre: Yes, let's do it.
Mr. Hernandez: So with that being said, the resolution is going to read that the meeting will be held on May 21, 2018 at the same place as the regular meeting which is 1031 Ives Dairy Road, Suite 228, Miami, Florida, and at the same time as the regular meeting which is 11:30 a.m. With that being said, a motion to adopt resolution #2018-01 would be in order.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, Resolution #2018-01 approving the proposed Fiscal Year 2019 budget and setting the Public Hearing on May 21, 2018 at 11:30 a.m. at 1031 Ives Dairy Road, $uite 228, Miami, Florida was approved.

SIXTH ORDER OF BUSINESS

SEVENTH ORDER OF BUSINESS

Discussion of Procedures for Landowners	Election November 19, 2018

Discussion of Procedures for the General Election·

Mr. Hernandez: The next item that we have is that this year the District is going to have a landowner's election. That is going to take place on November 19, 2018, and what we have included in the agenda is a copy of how that election is going to take  place. The election is, as I said, on November 19, 2018, and at that point any landowner, or property owner, will have the ability to come, and exercise, their voting rights. The voting rights are 1 vote per acre or fraction of an acre of undeveloped  property,  or 1 vote per folio if the property has been subdivided.
Mr. Cepero: We have elections this November? Mr. Hernandez: Yes.
Mr. Knight: That's the last landowner seat. Mr. Hernandez: Yes.
Mr. Knight: That's one seat, and what seat was it?

Mr..Hernandez: It's here on the ballot, it's seat #4. Mr. Cepero: It's the la.st landowner for what?
Mr. Hernandez: It's the last landowner seat. The remainder of  the seats are  general election seats, and those are controlled by Miami-Dade County.
Mr. Cepero: Oh so this election, there's two seats that are general election, and one landowners seat?
Mr. Hernandez: Yes, the only seat that is going to be for landowners is seat #4, and that is currently occupied by you, and the other two seats, the one that Nancy occupies would be an election in the year 2020, and the other two seats are going to be, th ones in general election which are seat #3 and seat #1 that are currently vacant.
Mr. Cepero: So, is this the first election with electors? Mr. Hernandez: Yes.
Mr. Cepero: Ok.
Mr. Knight: Luis, how did we get, did we adopt resolutions to extend terms to get to an even cycle?
Mr. Hernandez: That's rny understanding yes.
Mr. Knight: Ok, we did that because otherwise, I looked back, it started in 2005 so we wouldn't ordinarily be on the even numbered years, but we must have done a resolution, I just have to go back and look.
Mr. Hernandez: The last time that we had the exercise to define what the last landowner's seats were, is when we did a resolution for that matter. I don't have a copy of it but I can check in my files.
Mr. Knight: We adopt that after we hit 250 registered voters. Mr. Hernandez: Yes.
Mr. Knight: Ok.
Mr. Hernandez: Following on with the items that are being presented for the landowner's election, a copy of what is going to be the official ballot has been included. At the same time, a copy of the proxy is also provided in the event that any of the property owners do not have the ability to come they will be able to appoint whoever

they would like to appoint to exercise their voting rights, and lastly is a copy of the advertisement that the District will be placing for the landowner's election seat. Unless anyone has any questions in regard to that matter, we can move on to the next item.
Mr. Pluzynski: How do the vacant seats work then after that, just because I've never been involved in this, because it comes out with a vote for all the landowners, say they elect someone else besides Jorge, can he then fill one of the  vacant seats?  How does that work?
Mr. Hernandez: The vacancy is filled by the remaining Supervisors, they have
.the ability to elect, and vote who they want to appoint to fill that seat.
Mr. Knight: But once we go to the general election, these two seats that are up for election, they have to be filled by residents, even if the Board appoints, they have to fill them by a resident.
Mr. Pluzynski: But, if he was in a different seat would it still be all 3 of them going up for election?
Mr. Knight: No, just those two are going up for election.
Mr. Pluzynski: Oh, just #3 and #5.
Mr. Hernandez: The ones that are going for election are seats #3 and #1.
Mr. Pluzynski: That's what I'm saying, what about #5, because #5 is vacant as

well.

Mr. Hernandez: No, it is not vacant, seat #5 is currently occupied by Jim.
Mr. Dupre: It says #4, I have #4.
Ms. Iglesias: Yes that's right, #5 is vacant.
Mr. Pluzynski: It says #1 and #5.
Ms. Iglesias: No, #3 and #5 are vacant.
Mr. Pluzynski: Oh, #3 and #5, excuse me.
Mr. Hernandez: Are #3 and #5 vacant? The one that I have from my office says

#3 and #1.
.Ms. Iglesias: That's for Villa Portofino East.

Mr. Hernandez: Oh, I'm sorry, no wonder, thank you for that. So #3 and #5 are the open seats in Villa Portofino West, you're absolutely right.
Mr. Pluzynski: So #3 and #5, and what seat is Jorge in now?
Mr. Hernandez: Jorge right now is in seat #2 which will expire in 2020.
Mr. Pluzynski: Ok, I thought you said his seat was coming up for election.
Mr. Hernandez: No, it's Jim Dupre, I was reading the wrong file, so Jim's seat is the one that is going to come up for election, seat #4.
Mr. Pluzynski:	Ok, so there's 3 seats coming up that are going to be· in the election, the two vacant seats, and Jim's?
Mr. Hernandez: Two are going to be going through the general election process, and one that is going to be landowners.
Mr. Pluzynski: Ok, got it.
Mr. Dupre: Also can we go ahead and reassign seat #4 then you're saying.
Mr. Hernandez: Yes, landowners can vote for whoever they want to appoint in that seat, not needing to be a resident living within the District. For the other two seats, the general election seats, it is a requirement that they not only need to be an American
citizen, 18 years of age or older, but they need to reside:within the District
Mr. Knight: So seat #4, Jim is currently occupying that seat.
Mr. Hernandez: Yes, it's Jim.
Mr. Knight: Ok, so the landowners could re-elect Jim to that seat for another 4 year term.
Mr. Hernandez: That's correct.
Mr. I?upre: And what you're referring to is similar to what we have done before
right?
Mr. Hernandez: Yes.
Mr. Dupre: Ok.
Mr. Hernandez: Unless anyone has any other questions?
Mr. Knight: Did we have to advertise the general election in June?
Mr. Hernandez: Yes, in June.

Mr. Knight: So, anybody that wants to qualify they have a week in June or July to go down and qualify.
Mr. Hernandez: The Supervisor of Elections will be sending a letter to  the District approximately at the end of April, or the beginnmg of May, letting us know the qualification period when it's going to start and end, it's always a week  It always starts on a Monday and ends on Friday, and it starts at noon, and  it ends at noon.  So as soon as the District receives the information we'll be expressing  that  on the  publi  record, and it will be part of the advertisement  that the District will be placing to  ensure that any interested party for those seats will have the ability to go, and run for those seats. .
Mr. Knight: So anybody who lives in the District, and is a registered elector, registered to vote, can go and qualify, and if they qualify they'll be on the ballot in November. If ·there's only orie person that qualifies for this seat, they won't have an election, they won't appear on the ballot, they'll just be automatically elected. If nobody qualifies, then this District, the remaining Board members can appoint to fill  the vacancy but they have to appoint a resident, they have 90 days from the general election to appoint someone to the seat, that is a resident, who is an elector of the District to that seat, and that's how it's supposed to go.
Mr. Hernandez: Unless anyone has any other questions, we can move to the next
item.

EIGHTH ORDER OF BUSINESS	Staff Reports
Mr. Hernandez: Moving on to staff reports, Mr. Knight?

Attorney
Mr. Knight: Nothing to report.

Engineer
Mr. Hernandez: We have nothing from the engineer to report.

Manager
Mr. Hernandez: Nothing.from the manager at this point.

NINTH ORDER OF BUSINESS	Financial Reports
Approval of Check Run
Balance Sheet and Income Statement
Mr. Hernandez: Item No. 9 you will find financial reports, behind tab A you have the check run summary, and behind tab B you have the balance sheet and income statement. Unless anyone has any questions, a motion to approve financials would be in order.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, the Check Run Summary and the Balance Sheet and Income Statement were approved.

rENTH  ORDER OF BUSINESS	Supervisors	Requests	and_
Audience Comments
Mr. Hernandez: Are there any Supervisors requests at this point? Once again, I just want to indicate for the record that we have no audience for any comments.

ELEVENTH ORDER OF BUSINESS	Adjournment
Mr. Hernandez:	Unless anyone has any other District business to discuss, a motion to adjourn would be in order.

On MOTION by Ms. Iglesias seconded by Mr. Dupre with all in
favor, the Meeting was adjourned.

Secretary  / Assistant Secretary	Chairman / Vice Chairman

MINUTES OF MEETING VILLA PORTOFINO WEST
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Villa Portofino West Community Development District was held on Monday, May 21, 2018 at 11:30 a.m. at 1031 Ives Dairy Road, Suite 228, Miami, Florida.

Present and constituting a quorum were:

Nancy Iglesias Jorge Cepero Jim Dupre

Chairman  Vice Chairman
Assistant Secretary

Also present were: Gerry Knight
Luis Hernandez Eli Pluzynski Daniel Gomes

District Counsel District Manager Prime Homes Prime Homes

FIRST ORDER OF BUSINESS	Roll Call
Mr. Hernandez called the meeting to order and called the roll.

SECOND ORDER OF BUSINESS	Organizational Matters
Consideration of Appointment of Supervisor(s) to Fill Unexpired Term(s) of Office for Seat #3 & Seat #5 - both 11/2018
Oath of Office £or Newly Appointed Supervisor(s)
Election of Officers
Mr. Hernandez: AB is customary, the second part of our agenda is that we need to indicate and remind the Supervisors that we have seat #3 and seat #5 vacant. Does the Board have anyone they would like to appoint for those vacant seats?
Ms. Iglesias: No, table.
Mr. Hernandez: Alright, so we will table the item.

May21,.2018	Villa Portofino West CDD

THIRD ORDER OF BUSINESS	Approval	of the Minutes of
the	July  20,  2015,  March  21,
2016,  July 18, 2016, August 15,
2016, March 20, 2017, March 27,
2017,   and  June  19,   2017 and
March 19, 2018 Meetings
Mr. Hernandez: Item No. 3 is the approval of the minutes and we have the sets of minutes from July 20, 2015, March 21, 2016, July 18, 2016, August 15, 2016, and all those
from the year 2016, followed by March 20, 2017, March 27, 2017, June 19, 2017 and March
19, 2018 meetings.
Mr. Cepero:_ Table.
Mr. Hernandez: Table the entire set?
Mr. Cepero: Yes.
Mr. Hernandez: Ok

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, the Minutes of the July 20, 2015, March 21,.2016, July 18, 2016,
August 15, 2016, March 20, 2017, March 27, 2017, June 19, 2017 and
March 19, 2018 Meetings were tabled.

FOURTH ORDER OF BUSINESS	Public Hearing to Adopt the
Fiscal Year 2019 Budget
Motion to Open the Public Hearing··
Mr. Hernandez: Moving on, We have the public hearing to adopt the fiscal year 2019 budget. It's the exact same copy of the one that the Board was presented at the March 19th meeting. Since the Board doesn't have a full copy of the agenda. I brought additional copies of the budget with me. As you see, it's as I indicated before, it's a copy of the one that was presented originally at the March 19th meeting, basically and the main jp.tent of this budget is to define whether the District needs to face any increases or not. Based on the estimate_s from ta££, it is not necessary to have an increase, so to move on with the public hearing the first action that I'm going to rteed from the Board would be a motion to open the public hearing.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, opening the Public Hearing was approved.

Public Comment and Discussion
Consideration of Resolution #2018-02 Annual Appropriation Resolution
Mr. Hernandez: I just want to indicate that the next item is public comments, so if either Daniel or Eli have any comments we could take those now. Not hearing any, we can move on to the next item.
Mr. Dupre: You haven't had anybody living there ask any questions on any of
this or anything?
Mr. Hernandez: The District has sent two letters to the homeowner's association because in the last two engineers reports there are some trees that are missing on the District property, so the District has been asking the association to bring those trees back but I have not received any response. It is my understanding that no actions from the association has been taken.
Mr. Dupre: Ok.
Mt. Gomes: What's missing?
Mr. Hernandez: Some trees in some common areas that belongs to the CDD.
Mr. Gomes: Ok.
Mr. Cepero: What's the difference between what you sent out and what's here?
Mr. Hernandez: Nothing.
Mr. Pluzynski: Do you know that the association there went to self-management, it's not the management company that was managing that association, they went to self­ management like 3 or 4 months ago I want to say.
Mr. Hernandez: I have no idea, as far as I know I've been informed of 3 companies who had been assisting the HOA and I have contacted the 3 of them on different occasions but that's as much as I know.
Mr. Pluzynski: Ok, so it may not be the right, the current person, but I'll forward you her contact information when I get back to the office.
Mr. Hernandez: Not a problem, that would be more than fine.  At the end of  the day, the District has an agreement with the association and they are the ones who have

an obligation to provide all the maintenance in the District property. The part that I can state is that the few times that I have gone, the lake seems to be having the service provided, the landscaping is in reasonable condition, so I'm under the assumption that the HOA is honoring the agreement they have with the CDD.
Mr. Pluzynski: Good.
Mr. Cepero: What about, wasn't there some drainage stuff that needed to be done or repairs to the valley gutters of the roads or something?
Mr. Hernandez: There was something that the Board approved last year, Eli you were in charge of those.
Mr. Pluzynski: That was at Villa Portofino East.
Mr. Hernandez: Ok, that was in East, so nothing for West that I'm aware of.
Mr. Cepero: Ok.
Mr. Hernandez:	Unless anyone has any questions in regard to the proposed budget, I would then suggest to move on to consideration of resolution #2018-02 which is
. '
the annual appropriate resolution. Basically what this resolution does is it takes the District's proposed budget and it makes it the District's adopted budget. So by adopting the resolution, the District will be adopting the District's final budget.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, Resolution #2018-02 the Annual Appropriation  Resolution was approved.

Consideration of Resolution #2018-03 Levy of Non Ad Valorem Assessments
Mr. Hernandez: Moving on, next will be consideration of resolution #2018-03 and what this resolution does is it's the levy of the Non Ad Valorem assessments and by approving the resolution the Board will be allowing the District to once again levy the assessments on the Miami-Dade County tax roll. Unless anyone has any questions, a motion to approve would be in order.

On MOTION by Mr.·Cepero seconded by Mr. Dupre with all in favor, Resolution #2018-03 levy of Non Ad Valorem Assessments was approved.

Motion to Close the Public Hearing
Mr. Hernandez: Moving on, the next item would be to close the public hearing.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, closing the Public Hearing was approved.

FIFTH ORDER OF BUSINESS	Staff Reports
Mr. Hernandez: Moving on to staff reports, Mr. Knight?

Attorney
Mr. Knight: Nothing to report.
Mr. Hernandez: Thank you very much.

Engineer - Acceptance of Engineers Annual Report
Mr. Hernandez: Moving on, the engineers report. As I was indicating before, he's indicating some of the deficiencies and a copy of this report was emailed to the association as per the information that I was provided. If you provide me any further
:information Eli I will pass that on to the HOA. As of this point, it would be appropriate for the Board to accept the engineers annual report.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, accepting the en·	eers annual re   ort was a	roved.

Manager
1)
2)

Consideration of Proposed Fiscal Year 2019 Meeting Schedule Discussion of Financial Disclosure Report from the Commission on Ethics - reminder to file form

Mr. Hernandez: As for the manager's report, the first action that we have is the consideration of the proposed fiscal year 2019 meeting schedule. What we're doing is contemplating what the District has done in the past, which is to use the third Monday of

each month as to the meeting dates, the time has been established to be11:30 a.m. and the meeting place is 1031 Ives Dairy Road, Suite 228, Miami, Florida. Unless anyone wants to make any changes to it, a motion to accept the proposed fiscal year 2019 meeting scheduler and by accepting it, authorizing the District to advertise it.
Ms. Iglesias: Jorge?
Mr. Dupre: Is that schedule good for you?
Mr. Cepero: It's the same one that we have now right?
Mr._ Hernandez: Yes, nothing has changed.
Mr. Cepero: I'm fine with it, do you guys have a problem with it? Ms. Iglesias: No.

On MOTION by ·Mr. Dupre seconded by Ms. Iglesias with all in favor, accepting the proposed Fiscal Year 2019 Meeting Schedule and authorizing staff to advertise was approved.

Mr. Hernandez: Next is the discussion of the financial disclosure report, as we indicated last time, you should have received, if not have received yet Form 1 from the Supervisor of Elections and that form needs to be filed by end of  June.  If Supervisors were not to file itr you could be fined up to $50 per day.
Ms. Iglesias: I haven't received it yet.
Mr. Dupre: I haven't either.
Mr. Hernandez: Ok let me make sure that I can give you additional copies and as soon as you can process it the better.
Ms. Iglesias: I usually receive it about this time of the year.
Mr. Hernandez: Yes, not a problem, I'm just reminding the Supervisors that needs to take placer and I will make sure that you get copies before the end of the meeting.

SIXTH ORDER OF BUSINESS
Approval of Check Run Summary
Balance Sheet and Income Statement

Financial Reports

Mr. Hernandez: Moving on, we have financial reports and you will find those in section 6. Tab A contains the check run summary, and tab B has the balance sheet and income statement. Unless anyone has any questions, a motion  to approve  financials would be in order.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, the Check Run Summary and the Balance Sheet and Income
_ Statement·were approved.

SEVENTH ORDER OF BUSINESS	Supervisors	Requests	and
Audience Comments
Mr. Hernandez: Moving on, are there any Supervisors requests? Hearing none, are there any audience comments? Not hearing any we can move to the last item.

EIGHTH ORDER OF BUSINESS	Adjournment
Mr. Hernandez:	Unless anyone has any other District business to discuss, a motion to adjourn would be in order.

On MOTION by Ms. Iglesias seconded by Mr. Dupre with all in favor, the Meeting was adjourned.

Secretary  / Assistant Secretary	Chairman / Vice Chairman

MINUTES OF MEETING VILLA PORTOFINO WEST
COMMUNITY D:EVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Villa Portofino West Community Development District was held on Monday, February 11, 2019 at 11:30 a.m.. at 1031 Ives Dairy Road, Suite 228, Miami, Florida.

Present and constituting a quorum. were:

Nancy Iglesias Jorge Cepero Jim Dupre

Chairman
Vice Chairman Assistant Secretary

Also present were: Ginger Wald
Luis Hernandez Nour Shehadeh Robert Canto

District Counsel District Manager District Engineer Prime Hom.es

FIRST ORDER OF BUSINESS	Oath of Office for Newly Elected
Supervisor	Elected	at	the Landowners Election - Seat #4
Mr. Hernandez: Moving on, I do want to indicate that prior to starting the meeting the oath of office to Mr. Dupre has been administered.

SECOND ORDER OF BUSINESS	Roll Call
Mr. Hernandez called the meeting to order and called the roll.

THIRD ORDER OF BUSINESS	Organizational Matters
Consideration of Resolution #2019-01 Canvassing and Certifying Results of Landowners Election
Mr. Hernandez: With that being said, under organizational matters, item No. 3 of the agenda you will find behind tab A, resolution #2019-01 canvassing and certifying the

results of the landowner's election. As a result of that Mr. Dupre received a total of 63  votes, and for that reason he will serve in the District for another 4 years.  As of  this point all I need is a motion accepting resolution #2019-01, and by doing so certifying and canvassing the results of the landowner's election.

On MOTION by Mr. Cepero seconded by Ms. Iglesias with all in favor, Resolution #2019-01 canvassing and certifying the results of the landowner's election was approved.

Consideration of_ Resolution #2019-02 Declaring a Vacancy of the Board of Supervisors for Seat #3 and Seat #5 and Consideration of Appointment(s) of Supervisors(s) to Vacant Seat(s) - both 11/2022
Oath of Office for Newly Appointed Supervisor(s)
Mr. Hernandez: Moving on, the next item that we have is resolution #2019-02 which is declaring the vacancy on the Board of Supervisors for Seat #3 and Seat #5 and consideration of appointment of any Supervisors to those vacant seats which are general election seats. That means that anyone who is appointed in those seats needs to be a resident of the District. Does the Board have anyone they would like to appoint to those seats at this point?
Ms. Iglesias: Not at this time.
Mr. Hernandez: Not hearing any, we're just going to table that. Every time an oath has been administered, and the oath has already been administered as I had said previously for item C, and so it's not that I'm skipping over that but it has already been done.
Ms. Wald: Well, don't you want to approve resolution #2019-02 just declaring the vacancies?
Mr. Hernandez: That's good advice, yes.
Ms. Wald: This isn't actually appointing anyone, this is just declaring the seats vacant.

Mr. Hernandez: Yes, it's just declaring them to be vacant, ok Based on that, at this point it would be appropriate to have·a motion approving resolution #2019-02 which will declare those two vacant seats to be available for any residents.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, Resolution #2019-02 declaring a vacancy on the Board of Supervisors for Seat #3 and Seat # 5 was approved.

Consideration of Resolution #2019-03 Electing Officers
Mr. Hernandez: Moving on, the next item we have is resolution #2019-03 which is going to be electing the officers. Ev ry time there is an oath of office or an election has taken place, it is necessary to revise the slate of officers, it does not mean that the Board needs to change it, and prior to the election Nancy Iglesias was chairman, Jorge Cepero was vice chairman, and Jim Dupre was an assistant secretary, and there were two open seats. Also Patti Powers from my office is the treasurer, and I'm the secretary, and Rich Hans from my office is an assistant secretary. At this point the Board can either re-elect or re-arrange however you want the slate, or you can elect it the same way, you just need to let me know.
Ms. Iglesias: It's fine.
Mr. Cepero: Keep it the same.
Mr. Hernandez: So, a motion to approve resolution #2019-03 that is going to read the same slate as the District currently has.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, Resolution #2019-03 electing officers, keeping the existing slate of officers as read into the record by Luis Hernandez was approved.

FOURTH ORDER OF BUSINESS	Approval of the Minutes of the
July  20,  2015,  March  21, 2016,
July  18,  2016,  August 15, 2016,
March 20, 2017, March 27, 2017,
June  19,  2017,  March  19, 2018
and May 21, 2018 Meetings
Mr. Hernandez: Item No. 4 is the approval of the minutes, and as of this point we- have several sets of minutes that are pending for approval starting from July 20, 2015 moving all the way to May 21, 2018 meetings. Out of all those, are we ready to approve those minutes?
Mr. Cepero: No, table.
Ms. Wald: We need to approve those minutes Jorge, we're going on 4 years on
2015.
Mr. Cepero: Yes,Iknow.
Ms. Wald: You have to start approving the ones that are 3 plus years old, deferring
the ones for the last couple of meetings, that's one thing but deferring for over 3 years, those need to move forward, and then Luis and I talked, so maybe what you might want to do is do summary minutes going forward to make it easier, they don't have to be verbatim.
Mr. Hernandez: For the Board to be aware of, what is being suggested and we can do it once again as we move forward, since part of the concerns comes to the statements that are being written and how those have been done, it just to limit the minutes to contain motion boxes with the approved actions. So anything else, if anyone wants to see it, they need to get a copy of the recording, but all we're going to see as minutes would be the Board motioning to approve resolution so and so, one person making the motion and seconded by another person.
Mr. Cepero: No, keep it the same.
fyir. Hernandez: So, you want to keep it the same, you want to keep it verbatim? Mr. Cepero: Yes.
Mr. Hernandez: Alright. With that being said we can move on to the next item.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all
in favor, the Minutes of the July 20, 2015, March 21, 2016, July
18,  2016,  August 15,  2016, March  20, 2017,  March  27, 2017,
June 19, 2017, March 19, 2018 and May 21, 2018 Meetings were tabled.

FIFTH ORDER OF BUSINESS	Acceptance of Audit for Fiscal
Year Ending September 30, 2017
Mr. Hernandez: Moving on to item No. 5 which is acceptance of the audit for fiscal year September 30, 2017. I have.passed out the hardcopy of the actual package that we received. Our auditors being Grau & Associates has provided a report, and that is similar to what we received in the prio years, it just shows, and indicates that the District financials seem to be in good standing. The part that I do want to remind the Supervisors is that you're only accepting the report, and nor is your statement indicating the validity of anything that is being said in the report, you are just accepting that the auditor has presented it and passed that on to the Board. With that being said, at this point it's recommended by staff to accept the audit for fiscal year ending September 30, 2017.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, accepting the audit for Fiscal Year ending September 30, 2017 was approved.

SIXTH ORDER OF BUSINESS	Ratification	of	Engagement
Letter with Grau & Associates to perform the Audit for Fiscal Year Ending September 30, 2018
Mr. Hernandez: Moving on, we have engagement letter with Grau & Associates to perform the fiscal year audit ending September 30, 2018.
Mr. Dupre: Same price?
Mr. Hernandez:	Yes, the same price, they escalated I believe like $50 but it's whatever the Board approved originally.
Mr. Dupre: Ok, so I move that we accept it.
Mr. Hernandez: Thank you very much.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, ratifying the engagement letter with Grau & Associates to perform the audit for Fiscal Year ending September 30, 2018 was approved.

Ms. Wald:	If you could just have them add the public records clause, Grau &
Associates, they've been doing it but I don't know why it's not in this one.
Mr. Hernandez: Ok, I will make sure they have it. Ms. Wald: They could just do it as an addendurn. Mr. Hernandez: I will make sure that they add it. Ms. Wald: Ok.

SEVENTH ORDER OF BUSINESS
Mr. Hernandez: Moving on to staff reports, Ginger?

Staff Reports

Attorney
Ms. Wald: Nothing to report.

Engineer
Mr. Hernandez: Nour, anything to indicate in Villa Portofino West?
Mr. Shehadeh: We did a visit on January 9th and we are finalizing the report, and hopefully it's going to be done this week.
Mr. Hernandez: Ok, good. Any changes from the problems we had in the prior year? The one that I have the most concern is on the residential side, you were seeing some areas that need to be fixed by the homeowner's association, did they ever do anything or not?
Mr. Shehadeh: I did not do the physical inspection, but we did an inspection and I have that report, and I'm going to be reviewing all of that. From the last tirne I went there, I didn't seeanything different really.
Mr. Hernandez: Ok.

issues.

Mr. Shehadeh: We'll summarize everything in the report but it's mainly the same

.1
Mr. Hernandez: Ok, so unless anyone has any questions for Nour, we can move to

the next item.

Manager
Mr. Hernandez: As for the manager, I have nothing to report.

EIGHTH ORDER OF BUSINESS
Approval of Check Run Summary
Balance Sheet and Income Statement

Financial Reports

Mr. Hernandez: Moving on item No. 8, financial reports, tab A contains the check run summary, and tab B has the balance sheet and income statement. Unless anyone has any questions, a motion to approve financials would be in order.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, the Check Run Summary and the Balance Sheet and Income Statement were approved.

NINTH ORDER OF BUSINESS	Supervisors	Requests	and
Audience Comments
Mr. Hernandez: Are there any Supervisors requests at this time? Hearing none, are there any audience comments? Not hearing any we can move to the last item.

TENTH ORDER OF BUSIN SS	Adjournment
Mr. Hernandez: Unless anyone has any other District business to discuss, a motion to adjourn would be in order.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, the Meeting was adjourned. ·

Secretary / Assistant Secretary	Chairman / Vice Chairman

MINUTES OF MEETING VILLA PORTOFINO WEST
COMMUNITY DEVELOPMENT DISTRICT
The regular meeting of the Board of Supervisors of the Villa Portofino West Community Development District was held on Monday, April 15, 2019  at 11:30  a.m.  at 1031 Ives Dairy Road, Suite 228, Miami, Florida.

Present and constituting a quorum were:

Nancy Iglesias Jorge Cepero Jim Dupre

Chairman
Vice Chairman Assistant Secretary

Also present were:

Ginger Wald Luis Hernandez Yanely Moreno

District Counsel District Manager Prime Homes

FIRST ORDER OF BUSINESS	Roll Call
Mr. Hernandez called the meeting to order and called the roll.

SECOND ORDER OF BUSINESS	Organizational Matters
Consideration of Appointment of Supervisor(s) to Unexpired Term(s) of Office for Seat #3 (11/2022) and Seat #5 (11/2022)
Oath of Office for Newly Appointed Supervisor(s)
Election of Officers
Mr. Hernandez: The first item we have is organizational matters, and we need to remind the Supervisors that you have seat #3, and #5 that are still open. Do you have anyone you would like to appoint for those seats?
Mr. Cepero: Not right now.
Mr. Hernandez: So, we will just table the entire matter.

THIRD ORDER OF BUSINESS	Approval of the Minutes of the
July 20, 2015, March 21,  2016,
July 18, 2016, August 15, 2016,
March	20,	2017,	March	27,
2017, June 19, 2017, March 19,
2018,	May	21,	2018	AND
February 11, 2019 Meetings
Mr. Hernandez:	Item No. 3, we have the approval of the minutes, and we have several sets of minutes, are there any that you would like to approve?
Mr. Cepero: Yes, motion to approve July 20, 2015, and table the rest. Mr. Hernandez: Ok.

On MOTION by Mr. Cepero seconded by Ms. Iglesias with all in favor, the Minutes of the July 20, 2015 Meeting were approved,  and the March 21, 2016,  July  18, 2016, August 15,
2016, March 20, 2017,  March 27, 2017, June 19, 2017, March
19, 2018, May 21, 2018 and February 11,  2019  Meetings were tabled.

FOURTH ORDER OF BUSINESS

Discussion of Drainage Issues
- Concerns and Solutions

Mr. Hernandez: It appears in here that there are also some concerns with the drainage, do you know anything about that?
Ms. Moreno: Not in this one.
Mr. Hernandez: The part that I know, and once again I was talking to Robert, the District does not have in this one, compared to Villa Portofino East, an obligation to provide maintenance. The residential side, entered into a maintenance agreement with the homeowner association, and on the commercial side, there has been a discussion to have an agreement but, nothing has been in writing, and nothing has been included in the budget.
Mr. Cepero: On the commercial or the residential?
Mr. Hernandez: On the commercial side. He said on the commercial side they were having some problems, and I don't know the details. I just expressed to him what I just told you, and he told me that he was going to come today to explain everything, and all the issues that we have. The intent is to have a discussion of the budget at the next

meeting so we will need to have the meeting on May 20th. So, if you could find  out what was meant, and once again; part of what is intended to be done is define whether the commercial side is going to take care of the maintenance, and if not, I'd rather go  ahead, and include that in the District's budget so that we know exactly  what the  District  is doing or not.
Mr. Cepero: Alright, are you sure we do not have a management agreement like we do in Villa Portofino East right?
Mr. Hernandez: No, because  the intent  in Villa Portofino  West since the beginning is that each one of the associations were going to take care of those maintenance items.
Mr. Cepero: So, why is Robert asking for the COD to take care of it?·
Mr. Hernandez: Because he didn't know anything better, and since people tend to compare that the Districts are not that far apart from the other, they make the assumption that if some is being done for East, the same applies for West. So, it's not unusual that the question is made, at the same time, I already explained the same statement that I  just  made to the Board, and I don't know whether he was able to solve it through the property owners association on the commercial side, or if it's still an issue that's pending, and that's part of my biggest concern.

FIFTH ORDER OF BUSINESS	Staff Reports
Mr. Hernandez: Moving on to staff reports, Ginger?

Attorney
Ms. Wald: Nothing to report.

Engineer
Mr. Hernandez: Nothing as for the engineer.

Manager
Mr. Hernandez: Nothing to report from the manager's side. Once again, the May meeting I intend to have the proposed budget so that we can start working on it, so I would appreciate it if you would just schedule that on your calendars.

SIXTH ORDER OF BUSINESS
Approval of Check Run Summary
Balance Sheet and Income Statement

Financial Reports

Mr. Hernandez: Moving on to the financial reports which are being presented in section 6. Unless anyone has any questions, a motion to approve financials would be in order.

On MOTION by Mr. Cepero seconded by Ms. Iglesias  with all in favor, the Check Run Summary and the Balance Sheet and Income Statement were approved.

SEVENTH ORDER OF BUSINESS	Supervisors	Requests	and
Audience Comments
Mr. Hernandez:	Are there  any  Supervisors  requests  at this point?	I just want to indicate that Yanely is the only audience here today, do you have any comments?
Ms. Moreno: No.

EIGHTH ORDER OF BUSINESS	Adjournment
Mr. Hernandez: Not hearing any, unless anyone has any other District business to discuss, a motion to adjourn would be in order.

On MOTION by Ms. Iglesias seconded by Mr. Dupre with all in favor, the Meeting was adjourned.

Secretary I Assistant Secretary	Chairman / Vice Chairman

MINUTES. OF MEETING VILLA PORTOFINO WEST
COMMUNITY DEVELOPMENT OlSTRlCT
The regular meeting of the Board of Supervisors of the Villa Portofino West Community Development District was held on Monday, May 20,  2019  at 11:30  a.m.  at 1031 Ives Dairy Road, Suite 228, Miami, Florida.

Present and constituting a quorum were:

Nancy Iglesias Jorge Cepero Jim Dupre

Chairman
Vice Chairman Assistant Secretary

Also present were:

Ginger Wald Luis Hernandez Naur Shehadeh Yanely Moreno

District Counsel District Manager
District Engineer (by phone) Prime Homes

FIRST ORDER OF BUSINESS	Roll Call
Mr. Hernandez called the meeting to order and called the roll.

SECOND ORDER OF BUSINESS	Organizational Matters
Consideration of Appointment of Supervisor(s) to Unexpired Term(s) of Office for Seat #3 (11/2022) and Seat #5 (11/2022)
Oath of Office for Newly Appointed Supervisor(s)
Election of Officers
Mr. Hernandez: As the second part of the agenda I need to remind the Supervisors that you have two vacant seats, those being seat #3 and seat #5. Does the Board have anyone they would like to appoint for those seats? I just want to remind the Supervisors those seats can only be occupied by a resident of the District.
Ms. Iglesias: Not at this time.
Mr. Hernandez: Alright, so I will just table it.

THIRD ORDER OF BUSINESS	Approval  of  the  Minutes  of the
March  21,  2016,  July  18,  2016,
August 15, 2016, March 20, 2017,
March  27,  2017,  June  19, 2017,
March  19,  2018,  May  21,  2018,
February  11, 2019  and April 15,
2019 Meetings
Mr. Hernandez: Now, we have several sets of minutes, and before I read them all, we have minutes from 2016, all the way to April 15, 2019. Is the Board ready to approve those minutes?
Mr. Cepero: Table.
Mr. Hernandez: All the minutes? Mr. Cepero: Yes.

On MOTION by Mr. Cepero seconded by Ms. Iglesias with all in favor,  the Minutes  of the March  21, 2016,  July 18, 2016,
August  15, 2016,  March  20, 2017, March  27, 2017,  June 19,
2017,  March 19,  2018,  May 21, 2018, February  11, 2019 and
April 15, 2019 Meetings were tabled.

FOURTH ORDER OF BUSINESS	Discussion on Drainage Issues
- Concerns and Solutions
Mr. Hernandez: There were some concerns with the drainage issues, do you have anything for the Board to consider in this District, or was this just listed by mistake?
Ms. Moreno: No.
Mr. Hernandez: I think this was listed by mistake.

FIFTH ORDER OF BUSINESS	Consideration	of Resolution
#2019-04 Approving the Proposed Fiscal Year 2020 Budget and Setting  the Public Hearing
Mr. Hernandez: The next item, and the important one that we have is consideration of resolution #2019-04 which is similar to what we were discussing at the prior meeting, setting the time for the District to adopt the budget. Before we spend some time on the resolution, we can just go ahead, and look at the proposed budget itself. We can define that the increases that the District is going to see would be in the audit, and it's estimating

to have, the District will have some increasing in the management fee, 3%, the management company is exercising the 3% increase that it has in its agreement. The website compliance is increasing from $500 to $1,000 because what is needed to be done to ensure that any person with a disability will be able to u?e this webpage, and other than that, you don't see any other increases. The importance of this exercise is for the District to know if the District will be able to maintain the same level of services or not with the assessments that were levied the prior year, and I'm happy to be able to inform the Board that yes, the District will be able to provide the same services with no increases, unless the Board has any further discussion regarding that item. Once again, this only creates the cap, it just means that we cannot exceed the number that is being given, still it gives us the flexibility up to the date of the adoption of the budget, for the Board to make any other changes that will decrease the amount being presented. With that being said, the next step would be to discuss the resolution itself, the recommendation is the same one as was being done at the prior meeting, which would be to have the meeting on August 19, 2019, and it will be to have it at the same time as advertised, 11:30 a.m., at the same location that we have our meetings which is 1031 Ives Dairy Road, Suite 228 in Miami, Florida. Unless the Board wants to make any changes to the date, time and place that I have just presented, a motion to approve resolution #2019-04 would be in order.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, Resolution #2019-04 approving the proposed  Fiscal Year 2020 Budget and setting the Public Hearing  on August 19, 2019 at 11:30 a.m. at 1031 Ives Dairy Road, Suite #228, Miami, Florida was approved.

SIXTH ORDER OF BUSINESS	Staff Reports
Mr. Hernandez: Moving on to staff reports, Ginger?

Attorney
Ms. Wald: Nothing to report.

Engineer
Mr. Hernandez: Naur, anything to report on Villa Portofino West? Mr. Shehadeh: No, not today.
Mr. Hernandez: Thank you.

Manager- Designation of District Records Office to 13155 S.W. 134th Street, Suite 125, Miami, Florida
Mr. Hernandez: As for the manager, the District management company has moved its offices in Miami, and for that reason we're requesting the Board to make a motion designating that the District records offices will be located at 13155 S.W. 134th Street, Suite 125, Miami, Florida.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, designating the District records office at 13155 S.W. 134th Street, Suite 125, Miami, Florida was approved.

SEVENTH ORDER OF BUSINESS
Approval of Check Run Summary
Balance Sheet and Income Statement

Financial Reports

Mr. Hernandez: Moving on, you have in section No. 7 the financial reports. Tab A contains the check run summary, and tab B has the balance sheet, and income statement. Unless anyone has any questions, a motion to approve financials would be in order.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, the Check Run Summary and the Balance Sheet and Income Statement were approved.

EIGHTH ORDER OF BUSINESS	Supervisors	Requests	and
. Audience Comments
Mr. Hernandez: Are there any Supervisors requests at this time? Not hearing any, I just need to indicate that we have no audience here today.

NINTH ORDER OF BUSINESS	Adjournment
Mr. Hernandez: Unless anyone has any other District business to discuss, a motion to adjourn would be in order.

On MOTION by Ms. Iglesias seconded by Mr. Dupre with all in favor, the Meeting was adjourned.

Secretary I Assistant Secretary	Chairman / Vice Chairman

MINUTES OF MEETING VILLA PORTOFINO, WEST
COMMUNITY DEVELOPMENT DISTRICT
The regular meeting of the Board of Supervisors of the Villa Portofino West Community Development District was held on Monday, August 19, 2019 at 11:30 a.m. at 1031 Ives Dairy Road, Suite 228, Miami, Florida.

Present and constituting a quorum were:

Nancy Iglesias Jorge Cepero Jim Dupre

Chairman
Vice Chairman Assistant Secretary

Also present were:

Ginger Wald Luis Hernandez Mauricio Romero

District Counsel District Manager Prime Homes

FIRST ORDER OF BUSINESS	Roll Call
Mr. Hernandez called the meeting to order and called the roll.

SECOND  ORDER OF BUSINESS	Organizational Matters
Consideration of Appointment of Supervisor(s) to Unexpired Term(s) of Office for Seat #3 (11/2022) and Seat #5 (11/2022) - both general election seats
Oath of Office for Newly Appointed Supervisor(s)
Election of Officers
Mr. Hernandez: As the second item the Board has a consideration of two  vacant seats that need to be appointed, someone from the general election seats, does the Board have anyone they would like to appoint?
Ms. Iglesias: Not at this time.
Mr. Hernandez: Not having anyone we're just going to table that item.

THIRD ORDER OF BUSINESS	Approval  of  the  Minutes  of the
March  21,  2016,  July  18,  2016,
August 15, 2016, March 20, 2017,
March  27,  2017,  June  19, 2017,
March  19,  2018,  May  21, 2018,
February 11, 2019, April 15, 2019
and May 20, 2019 Meetings
Mr. Hernandez: Moving on, we have the minutes, do we face the same situation as the prior one?
Mr. Cepero: Yes.
Mr. Hernandez: So, pending corrections. Mr. Cepero: Yes.
Mr. Hernandez:	So, pending those comments we're going to be tabling those minutes.

On MOTION by Mr. Cepero seconded by Ms. Iglesias with all in favor, the Minutes  of the  March  21, 2016,  July 18, ?016,
August 15, 2016, March  20,  2017,  March  27,  2017, June 19,
2017,  March  19,  2018,  May  21,  2018,  February   11, 2019,
April 15, 2019 and May 20, 1029 Meetings were tabled.

FOURTH ORDER OF BUSINESS	Public Hearing to Adopt the
Fiscal Year 2020 Budget
Motion to Open the Public Hearing
Mr. Hernandez: Moving on, we have the public  hearing  to adopt  the  fiscal  year 2020 budget, and before we start, let's  start by having  a motion  from the  Board  opening the public hearing for the adoption of the fiscal year 2020 budget.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, opening the Public Hearing was approved.

Public Comment and Discussion
Consideration of Resolution #2019-05 Annual Appropriation Resolution
Mr. Hernandez: I just want to indicate that we have no one from the public attending today, therefore, we are not skipping that part. Before we go to the resolutions themselves, I do want to remind the Supervisors that the presented proposed budget is exactly the same as the one that was presented on May 20, 2019, and the importance of

that announcement is that there are no increases if compared to the one from the prior year. Unless anyone has any points to present to the proposed budget, or any questions, and not hearing any, I will just move on to the resolutions. The first resolution for the Board to consider will be resolution #2019-05 the annual appropriation resolution. What this resolution basically does is it takes the District's proposed budget and it makes it the District's adopted budget. So, by adopting the resolution the Board is just adopting this budget.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, Resolution #2019-05 the Annual  Appropriation Resolution was approved.

Consideration of Resolution #2019-06 Levy of Non  Ad  Valorem Assessments
Mr. Hernandez: Moving on, resolution #2019-06 is the levy of the Non Ad Valorem Assessments. Basically what this will do is allow the District to levy once again within the Miami-Dade County tax bill. By adopting the resolution the Board will be giving the powers to the District so that the levy can be included. The recommendation is to adopt resolution #2019-06, so I just need a motion for that matter.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, Resolution #2019-06 levy of Non Ad Valorem Assessments was approved.

Motion to Close the Public Hearing
Mr. Hernandez: Now, unless anyone has any comments for the adopted budget, a motion to close the public hearing would be in order.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, closing the Public Hearing was approved.

FIFTH ORDER OF BUSINESS
Mr. Hernandez: Moving on, attorney, Ginger?

Staff Reports

A. Attorney - Discussion of 2019 Legislative Update Memorandum
Ms. Wald: It's the same legislative update that we went over in the  other  meeting that we just had. If anyone has any questions, please give us a call.
Mr. Hernandez: Perfect, thank you very much.

8. Engineer
Mr. Hernandez: There is nothing to present from the engineer.

C. Manager
Number of Registered Voters in the District - 300
Consideration of Proposed Fiscal Year 2020 Meeting Schedule
Discussion of Financial Disclosure Report from the Commission on Ethics
Mr. Hernandez: As for the District manager, I do need to indicate for the record that the number of registered voters within the District is 300. The reason, and importance  of  that announcement is that the election of Supervisors is now controlled by Miami-Dade County Supervisor of Elections. So, it's just an announcement that the District needs to present for whoever is interested in that matter.
Mr. Cepero: We already had an election, right?
Mr. Hernandez: Yes, and as a matter of fact the vacant seats  that we  have  are seats that need to be occupied by residents of the District, they are general election seats, and at the next election that we're going to have, which are going to take place in the year 2020, there are going to be two more seats passing to the general election process.
Mr. Cepero: Ok.
Mr. Hernandez: With that being said, we can just move on. The next item is the proposed fiscal year 2020 meeting schedule. The schedule  has been presented,  and it's  the same as the one that we had for the prior District, the only difference is that this one is proposed to be at 11:30 a.m. This would be the time to make any changes if the Board so wishes, and if it is acceptable, and appropriate for the Board, a motion to approve this schedule, and by approving it authorizing the advertisement would be in order.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, accepting the proposed Fiscal Year 2020 Meeting Schedule, and authorizing staff to advertise was approved.

 	

August 19, 2019	Villa Portofino West COD

Mr. Hernandez: Moving on, discussion of the financial disclosure report, the same remark as the previous District, and I just want to indicate for the record that Jim is working on it.
Mr. Cepero: Jim is working on what?
Mr. Hernandez: On his financial disclosure report. Ms. Wald: The Form 1.

SIXTH ORDER OF BUSINESS
Approval of Check Run Summary
Balance Sheet and Income Statement

Financial Reports

Mr. Hernandez: Moving on to the financial reports. Behind tab A you have the check run summary, and tab B you have the balance sheet, and income statement. Unless anyone has any questions, a motion to approve financials would be in order.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, the Check Run Summary and the Balance Sheet and Income Statement were approved.

SEVENTH ORDER OF BUSINESS	Supervisors	Requests	and
Audience Comments
Mr. Hernandez: Are there any Supervisors requests? Hearing none, are there any audience comments?

EIGHTH ORDER OF BUSINESS	Adjournment
Mr. Hernandez: Hearing none, a motion to adjourn would be in order.

On MOTION by Ms. Iglesias seconded by Mr. Dupre with all in favor, the Meeting was adjourned.

Secretary/ Assistant Secretary	Chairman / Vice Chairman

MINUTES OF MEETING VILLA PORTOFINO WEST
COMMUNITY DEVELOPMENT DlSTRICT
The regular meeting of the Board of Supervisors of the Villa Portofino West Community Development District was held on Monday, October 21, 2019 at 11:30 a.m. at 1031 Ives Dairy Road, Suite 228, Miami, Florida.

Present and constituting a quorum were:

Nancy Iglesias Jorge Cepero Jim Dupre

Also present were:

Vanessa Steinerts Luis Hernandez Mauricio Romero

Chairman Vice Chairman

Assistant Secretary

District Counsel District Manager Prime Group Services

FIRST ORDER OF BUSINESS	Roll Call
Mr. Hernandez called the meeting to order and called the roll.
Mr. Hernandez: I want to indicate for the record that it has been noticed that this meeting was not going to start until 1:00 p.m. today.

SECOND ORDER OF BUSINESS	Organizational Matters
A. Consideration of Appointment of Supervisor(s) to Unexpired Term(s) of  Office for Seat #3 (11/2022) and Seat #5 (11/2022) - both general election seats
8. Oath of Office for Newly Appointed Supervisor(s)
C. Election of Officers
Mr. Hernandez: As the second part of the agenda I do need to remind the Supervisors that we have two vacant seats. Does the Board have anyone they would like to appoint for those seats?
Ms. Iglesias: Not at this time.
Mr. Hernandez: So, we will just table those.

THIRD ORDER OF BUSINESS	Discussion  on Potential
Refinancing of the Series 2006 Bonds
Consideration of Engagement Letter with FMS Bonds, Inc.
Discussion on Potential Savings Summary
Mr. Hernandez: Moving on, item No. 3 we have discussion on the  potential refinancing of the Series 2006 Bonds. Part of what I have passed out is, the District has received from FMS, the District underwriter a form that indicates that if the District were to refinance the existing bonds, the District will have an annual savings of approximately
$35,900 which would mean that for the remainder time of the bonds, it would be a total savings of approximately $693,000. This represents 11%  of  savings,  and  the  rule  of thumb for governmental entities is that anything that exceeds 5% is always advisable to consider the possibility to undertake the refinancing.
Mr. Dupre: And the term would remain the same?
Mr. Hernandez: Yes, the District cannot extend the term, the bonds can be refinanced but it needs to be maintained with the same term as the original bonds.
Mr. Dupre: Who came up with the proposal?
Mr. Hernandez: That's FMS Bonds,  and they are the District underwriter,  the firm  that assisted the District when we were issuing the original bonds, and they are the ones  who provided  us with this  information.  So with that being said,  it would be up to the Board to discuss, and what I have done so far is, based on the fact that the statements are significant for the District, I have received a proposal from FMS, and the savings that are being presented are all inclusive, meaning including the closing  costs and all of that as part of the refinancing.
Mr. Dupre: And it's 11% savings?
Mr. Hernandez: That's correct. If the Board were to choose  to move forward,  what you will see in your package is the FMS letter for an agreement to be the District's underwriter, it was dated October 14, 2019  and  basically  what  the District  will have to do is, to accept the engagement letter with the notion and understanding that by hiring FMS does not obligate the District to close anything, you're just entering  an agreement  for them to work for the District. If we are successful in the process of refinancing, then they will get paid for their services.

Mr. Dupre: Ok, so if they don't get it approved then there's no cost to the District. Mr. Hernandez: There is no cost to the District.
Mr. Dupre: So, our agreement is non-binding. Mr. Hernandez: Exactly.
Mr. Dupre: Are we just engaging them without a signed document?
Mr. Hernandez: The document will be signed, but within the document it says that the obligation is only if the refinancing takes place.
Mr. Dupre: And we have the final decision on that later to go forward or not. Mr. Hernandez: That's correct.
Mr. Dupre: And she's looked at the document?
Ms. Steinerts:	It's standard, I have not reviewed this but, I know that Ginger had reviewed the agenda packet, and it is a standard FMS engagement letter that I have seen.
Mr. Cepero: What is their fee?
Mr. Hernandez: 2%, I believe is what they typically charge, let me just double check on that.
Mr. Dupre: What's the total amount of the refinancing?
Mr. Hernandez: The refinancing right will be $3.575 million. Mr. Dupre: And they charge 2%?
Mr. Hernandez: 2% would be the fee from FMS. Mr. Dupre: A little over $60,000.
Mr. Hernandez:	Roughly, yes sir, 1.5%, if you go to the section of the terms, section 2, item 1 indicates that the fee would be 1.5%.
Mr. Cepero: And you said 2% is normal?
Mr. Hernandez: That's what the normal charge is, yes. Mr. Cepero: So, they're going lower than normal.
Mr. Hernandez: Yes, it is my understanding, I believe that they will be able to find a bank, and typically when they do it with a bank, it means less work for them, it's faster, and easier.
Mr. Cepero: Ok.
Mr. Dupre: What do you think?
Mr. Cepero:	I'm good with that, I've discussed it with an owner, and he's got questions.

Mr. Dupre: Well, as long as it saves us money, I would agree with you, and second the motion to proceed subject to final review by legal.
Mr. Hernandez: Sure.

On MOTION by Mr. Cepero seconded by Mr. Dupre with all in favor, accepting the engagement  letter with FMS Bonds,  Inc. to provide underwriter services relating to the  refinancing  of the Series 2006 Bonds, subject to final legal review was approved.

Mr. Hernandez:	Once again, you have already seen the potential savings, he is going to be working on it. This is our starting point, and they will be coming back to us.
Mr. Cepero: And, how long does that process take?
Mr.  Hernandez:	Next  month,  whenever   we  have  the next  meeting.	The next meeting we have scheduled would be November 18th.
Mr. Cepero: To approve? Mr. Hernandez: Yes.
Mr. Cepero: And then, how long for closing?
Mr. Hernandez: He will be able to tell us at that point how soon we can close. Mr. Cepero: Ok.
Mr. Dupre: It looks like the only difference is that the current bonds can  be called  par, and the new bonds continue.
Mr. Hernandez: It depends on the time that you're refinancing, you can modify that. There have been refinances where you can even negotiate that to be smaller.  Now, what you need to keep in mind is that the current interest rate that we have is close to 6%.
Mr. Dupre: 5.35%.
Mr. Hernandez: And, the one that typically refinancing right now is close to 3%. Mr. Dupre: Ok, good.
Mr. Hernandez: Now, by removing  the restriction  of the 10  years, what  is going to be taking place is that the interest rate will be a little bit higher than what it is at that time. With that being said, unless anyone has any other questions we can move on to the next item.

FOURTH ORDER OF BUSINESS	Consideration	of	Engagement
Letter with Grau & Associates to perform the Audit for  Fiscal Year Ending September 30, 2019
Mr. Hernandez: Moving on to item No. 4, the Board has received a copy of the engagement letter with Grau & Associates. Grau & Associates is the auditing firm that the Board, and the audit selection committee has presented, and approved. I have reviewed the agreement, and it corresponds to the amount of the fees that matches with what was approved by the Board. With that, the recommendation from staff is to approve the engagement letter, and by approving it, authorizing the appropriate officials to execute it.

On MOTION by Mr. Dupre seconded by Ms. Iglesias with all in favor, accepting the engagement letter  with  Grau  & Associates to perform the audit for Fiscal Year ending September 30, 2019, and authorizing the proper  District officials to execute the document was approved.

FIFTH ORDER OF BUSINESS	Approval   of  the  Minutes  of  the
March   21,  2016,   July   18, 2016,
August 15, 2016, March  20, 2017,
March  27,  2017,  June  19,  2017,
March  19,  2018,   May   21,  2018,
February  11, 2019, April 15, 2019,
May	20,	2019	and	August	19,
2019 Meetings
Mr. Hernandez: Then we move on to the approval of the minutes. We have several sets of minutes, Jorge are there any of those that are ready for approval?
Mr. Cepero: Nothing there, no. Table all until the next meeting, I'll do those next. Mr. Hernandez: Ok, so we'll table those ones.

On MOTION by Mr. Cepero seconded by Ms. Iglesias with all in favor,  the Minutes of the March 21, 2016,  July  18,  2016,
August  15, 2016, March  20,  2017,  March 27,  2017,  June 19,
2017,  March  19,  2018,  May  21,  2018,  February   11,  2019,
April 15, 2019, May 20, 2019 and August 19, 2019 Meetings were tabled.

SIXTH ORDER OF BUSINESS	Staff Reports
Mr. Hernandez: Moving on, staff reports, Vanessa?

Attorney
Ms. Steinerts: I have no report, thank you. Mr. Cepero: I have a legal report.
Mr. Hernandez: Ok.
Mr. Cepero: I just want to make you guys aware, the HOA sent a claim letter to the former developer, obviously they have been out for 10 years, but basically the stuff we're asking the HOA to fix, they turned around, and I guess with the intent to sue the developer, claiming that the developer didn't do them right, but they haven't been maintaining them, and that's why they need to be fixed, but they're trying to get money from the developer for those items, and other things that they've come up with. So, now there's a lawsuit, and I don't know if it's filed or, if they just sent us a letter, but I know that the attorney sent the developer a letter but, I know that they called to ask me some information on that. So, I just wanted to ask you for that agreement with the HOA, and I had also requested, I don't think you sent copies of the letters to the COD requesting that they maintain certain items.
Mr. Hernandez: Ok.
Mr. Cepero: So, just so you guys are aware, they're  going  after the developer,  but we may need some records, or it may draw you guys in at some point.
Mr. Hernandez: Ok, not a problem. That's odd because they do have an agreement with the COD, so they should be the ones doing the maintenance.
Mr. Cepero: They don't want to spend the money, so they're trying to see if the developer will fix it. These are things that we talked about remember, to see if we could get the District engineer to come up with the costs. Did you guys do anything with them on that?
Mr. Hernandez: I asked Nour, but he has not given me any prices.
Mr. Cepero:	Ok, I wish we would have taken some action on that because now we're in the lawsuit.
Mr. Hernandez: Alright, let me reach out to Nour.

Engineer
Mr. Hernandez: There is nothing to present from the engineer.

Manager
Mr. Hernandez: As for the manager, I have nothing to report at this time.

SEVENTH ORDER OF BUSINESS
Approval of Check Run Summary
Balance Sheet and Income Statement

Financial Reports

Mr. Hernandez: Moving on, you will find financials, and you will find them in section
7. Tab A contains the check run summary, and tab B has the balance sheet, and income statement. Unless anyone has any questions, a motion to approve financials would be in order.

On MOTION by Mr. Cepero seconded by Ms. Iglesias with all in favor, the Check Run Summary and the Balance Sheet and Income Statement were approved.

EIGHTH ORDER OF BUSINESS	Supervisors	Requests	and
Audience Comments
Mr.  Hernandez:	Moving on, are there any Supervisors requests at this point?
Hearing none, any audience comments?

NINTH ORDER OF BUSINESS	Adjournment
Mr. Hernandez:	Hearing none, unless anyone has any other District business to discuss, a motion to adjourn would be in order.

On MOTION by Ms. Iglesias seconded by Mr. Dupre with all in favor, the Meeting was adjourned.

Secretary  / Assistant Secretary	Chairman / Vice Chairman

SQUIREC>
PATTON BOGGS

Squlre Patton Boggs (VS) LLP
2Q0 South Biscayne Boulevard. Suite 4700
Mfarni, Florid.i 33131
o   +1 305  517 7000
F +1 305 577 7001
squirepattonboggs.com

Pedro H. He:nandez
T   +1 305-577 7048
pedro.hemandez@squirepb.com

January 30, 2020

Board of Supervisors
Villa Portofino West Community Development District
c/o Governmental Management Services - South Florida, LLC
5385 N. Nob Hill Road
Sunrise, F!orlda 33351

Re: VillaFortoflno West Community Development District
Special Assessment Refunding Bonds, Series 2020
Dear Ladies and Ge11tlemen:
On behalf ofSquire·Patton Boggs (US) LLP ('Squire Patton Boggs;, or the "Firm"), I am pleased to submit this letter to you1 setting forth an estimate of our legal fees and expenses to serve as Bond Counsel and Disclosure Counsel in connection with the referenced bonds (the

)

"Bo nds'1
"Districf').

to be issued b_y Villa Portoflno West Connnw;tlty De,•elopment District (the

A written engagement agreement-is required or recommended by the law of profession.al ethics in the jutisdictions in which we practice law. The engageme11t agreement between us consists of this lettei• and the enclosed Standard Terms and Conditions of Engagement ("Standard Terms;'). The engagement agreement is designed to addl'ess our r sponsibilifies to each other a:nd to outline for the Disbict ce1iain important matters that are best established early as we form an attorney-client relationship with the District in this matter.

The engagemeut agreement sponds to reguirements in the mies of professional ethics and is intended to achieve a belter understanding bef\veen us. We request that the District review this agre-eme.nt carefully. By proceeding with this engagement the District will be indicating to us that it has done so. lt is impo1tant that the District review and understand the tettils of our relationship, such as the section on "Conflicts oflntc:test.n
The Firm's se;.rvices as Bond Counsel will incltide those customarily rovided by Bond Counsel 111 an issue such as the Bonds, including the rendering of our legal opiriion (the "Bond Opinion"), provided that the proceedings for the issuance of the Bonds have been completed tci
/i7"9f"l)(ie$'in 20Poi,inbm
Sqdlra?.!l!oo Boggs (US) tLPla pan.Oflneinlema!i\lnallogalptJ;dice Squire Pallor! Boggs, wfidl op;rates \\Und,Ade through anurrlE"of separa1e legal enlilies.
Pteasa\liSllsquirepallmoo;igs.o:xn fer l1lOOl lnfronalion

Bourd of Supervisors
Villa Portofino West Commm11ty Development District January 30, 2020
Page2

our satisfaction. The Bond Opinion will address 1he legality and validity or the Bonds, the excludability of interest on the Bonds from gross income for federal income tax purpos and certain. tax aspects of the Bonds under the laws of the State of Flo1ic.lo. We will address the Bond Opinion to the District and will deliver it on the da'te that the District delivers the Bonds lo their purchasers in exchange for their purchase price ( the ·'Closing'").
The Firm's service as Disclosure Counsel wiIJ include·primary drafting resp-onsibifhy for
the forepart of the District's preliminary.   and final d. isclosure document and any interim revisions
thereto (collectively, the "Disclosure Document"). The Firm's sei·vice as Disclosure Counsel will also include the revie\V of certain documents and proceedings of the Disll-ict to the extent that v-ie consider reasonably necessary under the circumstances in order to assist the District in obtaining comfo11 in the accuracy and completeness of the Disclosui'e DocLiment. This review v,.,ill not rise
to the level of independent verification of facts m1d $tatements contained in 1be Disclosme D.ocLm1e11t m1d will not be as extensive and detailed as a due diligence review that would be co.ndutted by m1 underwriter or its counsel. Regardless, we will bring lo your attention any matter  that comes to  the attention of the  lmvyers in our fim1 responsible  for ll1is matter that
causes us to believe tlmt1he Discloslli'e Document will contabt any untrue statement cifamaterial fact or will mnit lo state any material fact necessary to make the statements tlwrein, in light of the circumstances under which they ,,viii be made, imt misleading. At Closing, the Firm will provide t1 letter addressed to the District in Lhe form customa·ry provided by Disclosure Counsel in an issue such as the Bonds.
Based upon: (i) our cummt tmderslanding 01 the terms, structure, size and schedule of
the proposed  financing,  (il) the duties  nd  responsibilities we will l,llldertake  in connection
-therewith and (iii) the time vve anticipate devoting to the :financing, ,ve estimate our combined Bond Counsel and Disclosme Counsel fee will be approxunately  $60)000.  The foregoing fee may vary if tnate11al changes in the structure or schedule of the financing occur1 or if unusttal or unfores n circumstances arise which requii-e a significant increase in our time or l'esponsibility. If at any ti:tne we believe that circmnstances require an adjustment of our original fee estiliiate. we 'Nill so advise the District in order to discuss a tnutually agreeable adjustment in the Bond
Counsel -and Disclosure Counsel fee. We will also bill th Distrlct for all client charges made or i11curred in cohl'.l.ectlon with our representationi such as photocopying, courier charges, tr.Mscript
binding charges and other related expenses. Please note that payment of such fees and other chatges is clue upon Closing,	·
It is our understanding that the Bonds· will be underwritten by FMSbonds, Inc. (the 1•Unden vrhd '  ).  Squire  Patton Boggs  cond1..1cts  a national practice in the area of public finance that  involves  the  tepresenlation  of  issuers,  investment  bMking  firms  and other parties  in the
issuance of governmental and private activity debt obligations. The Firm also conducts a national  and international  corporate law practice that includes the reprtsentation br financial
institutions and other businesses in transactions, litigation and other matters. As a result of the e1,.,'ierti: and diversity of tlrnt ptactice, the Firm may Cl,U"ft:mtly repl'esent oi- have previously

Board of Supervisors
Villa Portofino West Community Development District
fonuary 30; 2020
Page 3

represented the Underwriter or the ntity selected to serve as trustee for tl1c Bonds in matters urirell;l.tecl to the Disirict or the issuance of the Bonds. The Fi1111 may also commence such tepresei1tations during the time it is representilig the District. Considering the lack of relationship that such other matters have to the District or to the Bonds, the Finn does not expect any such other representations lo conflict with its fulfillment of its professional obligations to the Di$trict.

We appreciate the opportunity to serve as Bond Counsel and Disclosure Counsel to the District in connection wilh the issuance of the Bonds. Any of the following alternative methods for acceptan e of this engagement agreement will be effective: · (i) signing and returning 1he copy of this letter that is enclosed for that p:urpo,se, or (ii) assigning us work, uicluding oontintiing at1y previous assig11111et1t of work, ot (Hi) seudit1g us a lettei' or e-tiiail clearly referencing this engagement agreement and agreeing to it. However, even if you accept this engagement agreement by methods (ii) or (iii), I would appreciate it if you would confirm your acceptance by countersigning the enclosed copy of this  tetter and  retumjng  it lo me.  If  you do not agree with one or more of tbe provisions of the eng gement agreement, please contact me so that we can tl'y to address your concerns. ff ,ve do not receive a wtitten objection within two weeks, you will be bound by this engagement agreement (although, ris ex:plained in the attached Standard Tenns, you can terminate our services at -any time). Of course; if you have any questions or concerns regarding the foregoing. please call me at 305-577-7048.

We look forward to working with you on this financing..

SQUIRE PATTON BOGGS (US) LLP

By;

Accepted and approved as of the
_ day o.f Februa.t-y1 2020:
VILLA PORTOFINO WEST COMivlUNITY DEVELOPMENT DISTRlCT

.By:   	
Title: Chair, Board of Supervisors

The engagement agreem1:?rit between us consists of the ccomp nying cover letter and, as applicable, any separate Matter Acknowledgment Letter (collectively and individually  "Engagement Lettertt).   It also
consists of these a.ddltional Terms and Conditions of Engagement applicable worldwide and any Terms and Conditions of Engagement applicable for particular jurisdictions (c01lee.t[vely and tndividually
''Standard   Terms   ,,md   Conditions  of
Engagement" or nstandard Terms"). The engagement agreement is the means by which you are retaining ihe Firm (as defined
in these Standard Terms) to provide legal
services. "You" and "yours" refers to our cHent(s) defined more fully below in the section entitled WHO IS OUR CLIENT. For your convenience, set forth below are 1he topics covered in these Standard Terms:
The Fin11 ........,	1
What Professionals Will Provide the
Le.gal Services?	2
Our Services to You	2
Who is Our Client?	3
Conflicts of Interest........,....................:.	3
Pubile Policy Practice	5
Termination of Representatlon	5
How We $et Our Fees	7
Other·Charges	7
Billing Arra.ngements and Payment
Terms .,......,.........,..................,	B
Revenue and Expense Sharing ln
relationships Wlth Independent Law
Firms ...........+ 	9
Taxe....,..,. ._....... ..,...I  ......... ,.,   - ..,,.'tf.'1••· ...... •t•t •  ·  ..'I II"••· 9
Data Protection and Privacy	10
Cllent and Firm Documents	1o
Equality and Diversity .........................,	11
Dlsclosure of Your Name	11
Firm Attorney/Client Privilege	11
Sevetability	11
Primacy.........;	12
Entire Agreement.	12

Governing Law, Courts and Bar
Ass.oc!ations.,	12
In Conclusion	12

THE FIRJ\il
The '\firm" means,. as the case m y be; either Squire Patton Boggs (US) LLP,1 Squire Patton Boggs (UI<) LLP,2 Squire Patton Boggs (AU),' or Squire Patton Boggs (MEA)    LLP,'1        or    when    necessary  or
appropriate under the law of a particular jurisdiction, an affiliate ·lawfully permitted to practice law in that jurisdiction. "Squire Patton Boggs" is the collect[ve trade name for an international legal practice of which those entities are the practising entities. Your engagement in this instance is with the entity5      which   sent   you   the   cover letter
accompanyfng these Standard Terms. Still, Sql,llre Patton Boggs lawyers worldwide are availa.ble   to  meet  your  needs  and thus
$quire Patton Boggs personnel from other
SqtJire  'Patton   Boggs   entities   may be

1 Squire Patton Boggs (lJS) LLP is a limited liabtlily partnership organized under the laws of the State of Ohio, USA
1  Squire  Patton  Boggs (UK) LLP (tradin9 as
Squire Patton Boggs) is a Limited Liability Partnership registered in England and Wales wllh number OC 335584 authorised and regulated by the Solicitors Regulation Authority. A list of the members and their professional qualifications    is   open    to   inspection    at  7
Devonshire Square, London, EC2M 4YH. ·
3 Squire Patton Boggs (AU) is a general partnership established under the laws of Western Australia.
Squire Patton Boggs (MEA) LLP is a limlted 1i<;1bility partnership organized under th laws of Washington, D.C.
5 Squire Patton Boggs includes partnerships or
other entities in a number of different nations. Due to local laws on regulation of the legal profession, the formal legal name may differ in some nations.

sele.oted to serve you whatever Squire Patton Boggs entity you contract with. uwe" or "us" refer not only to the entity you contract with, but E\lso to 1:111 Squire Patton Boggs entitie.s unless the context or applicable law requires reference only to !he specific entity you contract with. The use of "Squire Patton Boggs" as a trade or business name or brand PY all or any of such entities shall not imply that lhe international legal practice is itself engaged In the provision of legal or other services. For further infon'r'lation please see wwwisqu1repattonboggs.com.

This engagement agreement shall apply to all matters for which you mrght now or in the future request our assistance, unless of course yo1.1. and we agree fn the future ta an updated version of this engagement agreement or to a new or revfsed engagement agreement expressly referring to and superseding this engagement
agreement	in  whole   or In  part.	We
encourage you to ,retain this engage_ment
agreement

,¥HAT PROFESSIONALS 'WILL
PllOVJDE THE LEGAL SERVICES?
In most cases one of our lawyers will be you't- principal contact From time to time that .attorney  may  delegate  parts  of your
work to. other lawyers or to legal assistants or nonlegai pR,rsonnel in the Firm or to
outside iicontract" personnel.

OUR SERVICES TO YOU

In our letter that presents these Standard Terms fo you, or in a separate Matter Acknowledgement letter, we wm specify the matter  or  case  in  which  we  wm be
representing   you.·     Unless   we  agree in
writing to· expand the scope of our representation, an important part of our engagement agreement is that we are not
your counsel in other matters, and you wlll
not rely upon us to provide legal services for

matters other than that described in the relevant letter. For example, wnfess spedfied in the relevant letter, our representation of you does not include any
responsibility for. review of your insurance
policies   to   determine   the   possibility of
covf:¼rage relating to this matter; for notification of your insurance carriers about the matter; advice to you about your disclosure obligations under U.S. securities laws or any other laws or regulations; or advlce on tax consequences. If at any time you do riot have a clear understanding of the legal services to be provided or if ypu have questions regarding the scope of our
services,    we    are     relying    oh    you to
communicate with us.

We will apply our professional sklll, expe.dence af"ld judgment to achieve your objectives in accordance with the honored standards of our profession that all attorneys are required to uphold. However, we cannot guarantee the outcome of any matter. Any expression of our professional judgment regarding your matter or the potential outcome is,  of course, limited by
our knowledge of the facts and based on
the lavir at the time of expression. 1t is also subjec;.t to any unl nown or uncertain factors or conditions beyond our control, including
the unptetllctable human element ln the decisions of thos.e wlth Whom we deal in und rtaking your re-presentation,

W-e will. comply properly and fully wtth the duty of cotifidentfality as described in the rules of professional conduct governing our profession which provide speciEII · and stringent protection for ethically protected Information concerning our representation of ydu (herelnaft:Eir client "confidential Information"), In compliance with such rules on confidential information and this engagement agreement, we wtll not d1sclose to any other client or use against you any of your confidential Information and likewise Will nqt disclose to you the confidential Information of any other client or

use that c!fent's oonfldential information against it
Your fE;:spo!')sibilitl$S to US, in each representation that you ask us to undertal"e include providing full, complete and accurate instructions and other inforniation to us in sufficient time to !;;Ol;ible us to provide our services effectively.

WHO IS OUR CLIENT?

An essential condftion of our representation is: th t our only client is the person or entity identified .in: the accompanying letter. In the absence of an express identification bf our client In the text of the letter, our client is the person or entity to whom 1he letter is addressed, c1ven though in certain instances ihe payment of our fees may be the responsibility of  others.   In situ<;ltions in
which  our  client fa an  entity,  we have
addressed the letter to an authorized representative of the client. Throughout these standard terms, "you" refers to tl1e entity that is our client, not the individual addressed.

Unless specifically stated in our letter, our representation of you does not extend to any of your affiliates- and we do not assume any duti s with respect to your affiliates. You are our only client. Unless we state speqiflcaOy in our letter, we do not represent a corporate fE!mify or other group of which
you may be a part, do not represent its members other than you, and do not owe ihem any duties. For example, if you are a corporation, our representation does not inciude any of your direct or indirect parents, subsidiaries, sister corporatfons, partnerships, partners, joint ventures, joint ventt1re partners, any entities jn which you
own an interest, or; for you or your affiliates,
any  employees,   officers,  directors,  or
sharehotdf;);rs. If you are a partnership or limited Habmty company, our r presentation goes not extend to the Individual p rtners of the partnership or members of the limited

liabllity company.  If you are a joint venture1 our representation does not extend to the pc;3rticipants. lf you are a trade as$ociation, our repre,sentation excludes members of the trade· association, If vou are a governmental entity, our representation does not include other governmental entities, including other agencies, clepartments, bureaus, boards or other parts bf the same government. If you are an individual, our representation does not inqlude your spolJSe, siblings, or other fa111ily members_ If you are a trust, you are our only client. The benE:lfioiaries are not our clients, nor is the trustee in any capacity

.other thcin as the fiduciary for the particular trust in our repres-imtatlon. It w.01Jld be necessary for related parties, including all tho.se listed above, to enter into a written engagement agreement with us much tike this one before they would become .clients and we would assqme duties towards them. You  shOuld  know  that our engagement
:agreements with a number of other clients have a similar provision.

If you provide us with any ee>nfidential information of your related parties or any other entities or individuals durfng our representation of you, we will treat it as your information and maintain its confidentiality in accordance with our duties to you as our
client under applicable law, but insofar as applicable law permits us to agree on our respective rights arid duties, you ar the only party to whom we owe duties regarding such information.

Except as speoificalty agreed by both of us, the advice and communications that we rencfer an your behalf are not to be dfsseminated to or relied upon by any other parties without our written consent

CONFLICTS OF INTEREST
We are an international law firm with over half bf our lawyers based in Offices outside the United States. Our clients

PATtON BOGGS
inside and outside the U.S. should understand that this prov1s1on is designed to treat all of our clients on the same basis and that the result of this provision is similar to the result otherwise applicable under the professional sfqndards for lawyers in almost all jurisdictions outside the U.S. (and under the Texas Disciplinary Rules of Professional Conduct). Since our legal practice began over 100  years ago, thousands of corporations, other businesses, individuals, governmental bodies, trusts, estates, and other clie;:i-ts have asked our lawyers to represent them, in many cases in large and usual matters. With over  10,000  current clients, you should understand that during the course of our representation of you we may represent any other client in any kind of matter; you should not assume any exceptions. Information on the nature of the Finn's clients and practice is available upon request and on the internet. An advantage to proceeding with our repn sentation of
you may be the services of specific ·
indiVrduals, or of a large team, or of a pecial nature, or in particular jurisdictions. We understand and agree 1hat this is not an exclusive agreement, and you are free to retain any other counsel of your choosing in this  and other matters. We commit that the lawyers who are personally  working for
you will not  work  for  any  other client
adverse to you throughout the repn:.¼sentation. Further! throughout the r pr. $ehtation we commit that other lawyers in the Firm shall not represent any other client with interests materially and directly adverse to your interests in th1$  matter  or  in any  other  matter (i)
whtch   is    slibsfanfially   related   to our
representation of you or (ii) where there
t.s     a     reasonable     probability   that

confidential information you furnished to us could be used to your material disadvantage. Finally, we commit that after the representation has ended the lawyers who have personally worked for you shall not represent any other client with interests materially and directly adverse to your interests in this maUer or in any other matter (i) which is substantially related to their representation of you or (ii) where there is a reasonabl probability that confidential information you furnished to them could be used to your material disadvantage. You agree that these
commitments entirely replace any rule that might otherwise treat more than 1,500 lawyers in the Firm as one lawyer for conflicts . purposes and any imputation or vicarious treatment of knowledge or conflicts among all lawyers in our Firm,

For further explanation bf the provision
, being	replaced	see https://wv1.1w.amerlcanbar,org/qroups/pro fessional responsibility/publications/mo
.del  rules bf  professional conduct/rule
1  10  imputation  of  conflicts  of  interes
t general  rule.html  including Comment

n [21-
For explanation of ilsubstantially related"
matters	se
https://www.americanbar.org/qroups/pro fessional responsibility/publications/mo del rules of profe E>ional conduct/rule 1 9 duties bf former clients.html especially Comment 'i[ [3].
·· You understand and agree that, consistent with those Qommitments, we a:re free to represent other clients, including clients whose interests conflict with your interests in litigation, business transqctions,
negotiations, alternative dispute resolution, administrative       proceedings,      discovery

-,

SQUIRE,,
PATTON BOGGS
disputes1 pr other  legal  matters.  The lawyers in eur Firm value their individual professfona.I independence and you also agree that the interests of other clients represented by other lawyers in the Firm w111 not create a material limitation on your representation b.y the lawyers who personally represent you. For further explanation of  "matedal  limitations" se£;1
https:/Jwww.americanbar.orq/groups/profess ional  responsibility/publications/model rule s of  professional  conduct/rule  1 7  conflic t of interest current clients/comment on r ule 1 7.html especially Comment [8]. You agree that a precondition to our forming an attorney/client .relationship  with you and
Uhqertaking	your representation  is your
agreement that our ·representation of you wilt not prevent or clisqualif y us from representing clients adverse to you in other matters and that you consent In advance to our undertaking such adverse re-presentations,   subject   to  the exceptions
and commitments explicitly set forth above. Ple.ase let us know if you would like ,to dtscuss excluding particular parties or m:atters from your agreement. Our agreements and yours are effective Immediately. In similar· engagement agreements with a number of ou.r other client$, we have asked for similar agreements to preserve our .ability · to represent you.

:PUBLIC POLICY PRACTICE
Among the wide array of legal services that we provide to clients around the world are repre,sentatlons wilh respect to the legislative, executive,. administrative and other functions of governments (herein "public policy" representations). We have a public policy practice in business regulation, defense, energy, resources and en'vironmental matters, financial services, food am:l drug, domestic and international
trade, health caret  taxation1 transportation,
and  nLJmerous  other  areas  affected by
goverhment action,	Information  on the

5

extensive scope of our public policy practice, the other areas in which we offer legal services, and the large number and diversity   of   our   clients  is  available  on
request   or   on  the  internet.    Given the
breadth of. our public policy practice, in agreeing to our representation of you, you should not discount the possibilfty that our representation of other clients in public policy matters at present or in the future might adversely affect your interests, directly or indirectly, or might be deemed to create a material limitation on our representation of you. A precondition to Ol)r forming an attorney/client relaUonship with you and undertaking your representation is your agreen1ent that so long as such public policy representations are not substantially related to our representation of you .and do not involve the use of material ethically protected client information to your disadvantage, the scope of the public pollcy representations that we can proVide to existing or new clients will not be diminished ln any respect by our undertaking our representation of you even if there would otherwise be a conflict. Agreement by our other clients to an analogous waiver may protect the scope of legal servfce;:i that we cqn provide for you.

TERMINATION  OF
REPRESENTATION
Yqu m.a.y terminate our representation at t1ny time1 with or without cause, upon written notice to us, After reqelVIng such notice, or upon our termination of the represenhl:tion as permitted by applicable ethical and/or court rules, we will cease to render services to you a,s soon as allowed by such rules, which may includ_e court approval of our withdrawal from litigation. Termination of our services wilt not affect your respon1:,ibility for payment of legal aervices rendered and other charges incurred both before t rmination and afterwards in connection with an orderly transition of the matter, including fees and

010-8S7Q.407$it/Alill R1CAS

-,-	 	

SQUlREi>
PATTON  BOGGS
other charges arising in connection with any transfer of flies to you or to other counsel, and you agree to pay all such amounts in
advance upon request.

You agree that the Firm has .the right to withdraw from its representation of you if continuing the representation might preclude the Firm's or any other Squire Patton Boggs  entity's  continuing representation of existing clients on matters adverse to you or if lhere are any circumstances even arguably raising a question implicating professional ethics, for example, because a question arises about the effectiveness or enforceability of this engagement   agreement,   or   a  question
arises about conduct addressed by ii, or an apparent conflict is thrust upon the Firm or any  other  Squire  Patton  Boggs  entity  by
circumstances      beyond     its     reasonable
.control, such as by a corporate merger or a decision to seek to join litigation  that  is alre<:1dy in progress, or there is an attempt to wlthdraw consent.

In any of these circumstances, you agree that we woLJld hE1.ve the right to withdraw from the ·representation of  you.  Regardless of whether you or we terminate the re.pre}:entation,   we   1/1/0Uld   (with   your  agr  ement)      assist     in     the    iransition to
replacement counsel by laking reasonable steps in accordance with applicable ethical rules designed to avoid foreseeable prejudict:;; to your Interests as a consequence of the termination. You agree that regardless of whether you or we terminate the representation (A) we  would be paid by  you for  the work performed  prior t termination; (8) our representation of you prior to any termination would not preclude
the Flrm or any other Squire Patton Boggs
entity from undertaking or continuing any representation of another party; and (C) as a result of the Firm's or any other Squire Patton Boggs entity's representation of another   party   you   would   not   argue or
otherwise   use   our  representation   of   you

prior to any termination to c.ontend that the Firm or any other Squire Patton  Boggs entity should be disqualified.
When we complete the specific services you
have retained us to perform, our attorney­ cfient relationship for that matter will be terminated at that time regardless of  any later billing period. To eliminate uncertainty,
our representation of you ends in any event whenever there is no outstanding request from you for our legal services that requires our immediate action and more than six (6) months (180 days) have passed since our tast recorded time for you in the representation; unless there is clear and convincing      evidence      of     our   mutual
understanding that lhe representation has not come to an end. After terrninalion, if we choose to perform administrative or limited filing seNices  on  your behalf,  including but
not  limited to  receiving  and advising  you of
a  notice  under  a  contract,  lease, consent
order, or other document with continuing ffect, or filing routine or repeated submissions or renewals fn Intellectual property or other matters, or advising you to take action, our representation of you lasts only for the brief period in which our task is performed, unless you retain us in writing at that  time  to   perform   further  or additional
seNices,  After  termination,  lf  you  later retain   us  to  perform   further   or  additional
$ervices,  our  attorney-client  relationship will
.oQmmence agl;lin subject to these terms of engagement u·nless we both change the terms in writing at that time. Following termination  of  our  representation,  changes
may  occur  in   applicable  laws   that could
impact your future rights  .and  liabilities. Unless you actually engage us in writing to provide additional advice on issues  arising from the matter after its completion, the Firm has no continuing obligation to  advise you with respect to  future  legal  developments.

Durfng or following our representation of you, we will be entitled to recover from you

SQUIRE{>
PATTON BOGGS
fees for any time spent and other charges, calculated at the then applicable rate$ if we are asked to testify or provide information in writing as a result of our representation of ybu or any legal requirements, or if our records from our representation of you are demanded, or if any claim is brought against the Firm or any of its personnel based on your actions or omissions (in addition to any other costs involving the claim), or if we must defend the confidentiality of your communications under the attorney-cltent or any other legal professional privilege (in which case we will to the extent that circumstances permit make reasonable efforts to inform you of the requirement made upon us and give you the opportunity to Waive privilege).
llO\V WE SET OUR FEES

Unless	another	basis	for	billing	is est1=1-blished in this engagement agreement, we will bill you monthly for the professional fees of attorneys, paralegals, and other · personhel incurred on your behalf based on their applicable rates and the number of hours they devpte to your representation. O\lera·11 fees Will be in accor-d with the factors in the spplloable rules governing professional responsibility. The billing rates
of the personnel initially assigned to your representation .are generally specified in the accompanying engagement letter. The billing n=1tes of our :attorneys and paralegals vary, depen Hng generally upon the experience and cppabllitfl:)s of the attorney o-r paralegal irwo_lved. Unless otherwise agreed in Writing, we will charge you for thttir rvices at their applical:ile rates. Our hourly billing rates are adjusted ,from tfme to time. usually at the beginning of each yeart both on a $elected and firm wide basis, In addition, as personnel gain experi°E t'lce and demonstrat improved skills over time, they may adv mce into categories that generally
have	higher	hourly	billing	rates_
Advancements to a higher category are typically	made	annually.	Upon	any

adjustment in thEl applicable rates, we will
charge you the adjusted rates,

be

At trrnes cltents ask us to estimate the total fees and other charges that they are likely to Incur in connection with a particular matter. Whenever possible, we are pleased to respon'd to such requests with an estimate rir prqposed budget. Still, it must be r$cogni;zed that our fees are often influenced by factors that are beyond our control  or unforeseeable or both.	This is particularly		true: in litigation and		other advocac contexts in which much of the activity is oontrolled by the opposing parties and the Judge, Arbitrator 6r other decision­ maker_	Accordingly, such an estimate or proposal carries the understanding that, unless we agree otheiwise in writing, it does not repres nt a maximum, mfnimum, or fixed fee quotation,	The ultimate cost frequentfy is more or less than the amount estimated. Accordingly, we have made no commitment			to	you		concerning		the maximum fees and costs th t  will necessary	to		r-esolve or complete this matter. We will not be obliged to continue work if the fees or other charges accrued on a matl:er reach an estimate previously given and a revised estimate cannot be agreed. It is also expressly. understood that payment
of our fees ahd charges is. in no way contingent on the ultimate outcome of the mattE/r.

OTHER CHARGES
As .an adjunct to providing legal services, we may incur and pay a variety of charges on your behalf or charge for certain ancillary support services. Whenever we incur such charges on your behalf or charge for such anoitlary support services1 we bill them to you- separately or arrange for them to be
bl.lied to you directly. We may als.o r quire
an advance payment ftom you for such charges. These charges typically· relate to long distance telephone calls; messenger, courier,  and  express  delivery services;

facsimile gnd !3imllar communications; document prfnting, reproductlcin, scanning, imaging and related expenses; translations and related charges; filing fees; depositions and transcripts; witness fees; travel expenses; computer research; and charges made by third parties (such as outside expert:s and consultants, printers, appraisets, local and foreign counsel, government agencies, airlines, hotels and the ttke). Other charges will generally be itemized on your bill, and will also b
subject to VAT where applicable.  Any b;i11k
charges Which we incur when making check

letter Type	Description	Rate	
Clean	No litigation reported	us $550	
Normal	1-3 cases	us $850	
Extraordinary	>3 cases	us $1,350	
Update	Update of prior
response	us $400	

No-s·ervices	Verifying no work for client during fiscal
year	
us $75	

Where we engage others to

act on your

to

payments or telegraphic transfers of money will be charged you inclusive of a hahdllng fee. Our charges  for  th s ancillary support services generally refll;)ct our direct and Indirect costs, but charges for certain items exceed our actual ·costs. For same services, particularly those that involve significant technology and/or support services provided by the Firm (such as imaging documents and computer research), we attempt from time to time to reduce costs by contracting with vendors to purcJ1ase a minimum volume cf service that is beyond the needs of any s1ngle client. In those cases, we may bfll you at a per unit rate that may not reflect the quantity discounts we obtain. tn many cases the total quantity that will be used !:J.y all clients of the Firm over a year or other period of time is not certain. Our charge for fax services i$ typically based on a charge per page rather than the cost of the telephone usage. in the event any of 9ur statements for such services are not paid by their due dates, yolJ agree that we have the right not
to fldvance  any further amounts  on   your
behalf.	.

When y0u send us a letter at the request of your a1.1di1ors asking us for a response on any loss conting_enci1;1s, we wHI charge you a fixed fee for our response that varies with the level of d[ff!owlty of the response.

behalf we do so as your agent and we will not be·responsible fqr any act or omission of th_ose parUes. Notwithstanding our advance payments of any charges, you will be solely responsible for all invoices issued by third parties, It ls our -policy to arran913 for outside providers of services involving r!:;latively sub$tantlal -charges (such as the fees of outside consultants, expert witnesses, appraisers, and court reporters)
to bill you directly.
Prompt payment by you of Invoices generated by thlrd party Vendors is often essential to our ability to deliver legal services to you. Accordingly, you agree that we have the right to treat any failure by you to pay such invoices in a timely manner to be a material breach of your obligation to cooperate with us.

BILLING ARRANGEl\.'IENTS AND
PAVMENT TERMS
We will bi.II you on a regular basi$ - normally, each month - for both fees and other charges. You agree to make payment within thirty (30) days of the date of our statement, unless a d.ifferent period of time is specified  in  the Engagement Letter.	If you have any it5sue with our statement, you agree to raise it specifically before thirty (30)
days from the date of our statement or any other due date established in an Engagement   Letter.     If  the  issue  ls not

010.£1970--407311/AMERICAS

immedlf!tely resolved, you agree to pay all fees nd other  charges  not  directly  affeded by the issue before thirty (30) days from the driglnal    bill    or    any    other    due  date
established rn an Engagement Letter and all
amounts  affected  by the issue  within ten
{1O) clays of its r.esolution. If We lla"ve rendered a final !;,ill and we beo.oma liable for other charges Incurred on your bahalf,
we will be entitled to render a further bill .or
bills to recover those amounts. lh the event
that  a  statemeht  is not  paid in  full before
thirty (30) days from the date of our statement or any other due date established in an Engagement Letter  late  charges  will be imposed on any L!npaid fees and/or costs
at the combined rate of eight percent (8%) per annum or at any tower rate legally required by a particular jurisdiction.   If the
cover 1$tter accompanying these Standard Terms of engagement specifies an event or an alternate date upon which payment is due1    IEJie  charges  will be imposed  on any
unpa{d  fees  and/or costs  thirty  (30) days
after the specified event or date or any other period specified ln an Engagement Lette'r. The purpose of the late payment charge is to encourage prompt payment, . thus reducing our billing and collection costs.

In addition, if your account becomes delfnquent and s tisfaclory payment terms are not arranged, we may postpone or defer providing additional services or withdraw, or seek to w1thoraw 1 from the. representation consistent with appficable rules. You will remain respon-l;lible for payment of our legal fees rendered and charges incurred prior to such Withdrawal.

If our representation of you results In a monetary recovery by litigation or arbitration awatd1    judgment,  or settlement,  or  by other
realization of proceeds, then (when permitted by applicable law} you hereby grantus an atto rneys1 lien on those funds in the amount of any sums due us.

Wf:! look to yol,l, the client, for paym.ent regardless of whether you are in ured to cov r the particular risk. From time to time1 we assist clients in pursuing third parties for recovery of attorneys' fees and other costs arising from our services. These situations lnclud payments under contracts, statutes or insurance policies. However, it remains yo.ur· obligation to pay all amounts due to us before expiration of thirty (30) days from the date of our statement unless a different period .Is established in an Engagement Letter.
REVENUE AND EXPENSE SHARING IN RELATIONSHIPS WITH INDEPENDENT LAW FIRMS
We have relationships with seleQted oth r independent law firms With offices in locatlons outside the U.S. where we do not have a Squire Patton Boggs office. Unless we actually form an attomey,-client relationship with a client of such a selected independent law firm, sUch a party is not our client for any purpose, including conflicts of interests. In many cases we share revenue$ ancl expenses with suc.h firms in a mutual relationship. de igned for multiple matters on a continuing basis over a substantial period of time. These fee and expense arrangements are intended to cover relationship expenses and to foster reliable client service over time. We will not
increase our fee to you for the purpose of
recovering ahy amounts paid to such other law firm. ·Other law firms with which we have relationships are required to observe the same restriction,
TAXES
You will be responsible for any apptloable VAT or other sales tax that any jurisdiction may impose on our fees and other charges
for this representation.

.9

0:!0+897°'407311IAMERICAS

DATA PROTECTION  AND PRIVACY
We each have our respective obligations to relevant government authorities and to individuals whose personal data we procass to oornply with applicable data protection laws. Where the European Union ("EU") General     Data     Protection     Regulation
{"GDPR") and national implementing legislation apply in relation to any personal data that you provide to us, we each act as
a controller  in  our  own  right in regard to our
respective processing of the personal data. Please refer to our Global Website Privacy Notice; our Privacy Notice for our Australian offices; and, in particular, our Pdvacy Notice for our EU offices (''EU Privacy Notice"). These are published on the Squire Patton Boggs	website	at www.squirepattonboggs.com. Our EU Privacy Notice describes the prpcesslng activities of the Firm's EU offices as contrnllers of the persona! data of our clients, individuals connected to our clients and other business contacts, in accordance
with  GDPR   requirements.     In   fulfilling our
duties  tQ  relevant  government  authorities and individuals under E\'pplicable law our EU offices will process persona! data that  you share with us, or that we obtain from oiher sources cin your behalf, only for the relevant purposes that are set out in our EU Privacy Notice or any supplemental  notice  that  we may   provide   to   you   in   connection   with  a
particular matter. You may lso have obligations under the GDPR and you will reasonably cooperate with us  with  respect to any personal data that are shared between us, ln order to facilitate compliance with the  relevant provisions of the  GDPR. If
you disclose  or  transfer  to  us  personal data
concerning   individuals   who   are connected
to y-0u, or are otherwise relevant to a matter
on  which we have been retained to provide
! gal services to you, it shall be your responsibility as the controller of that data to transfer or otherwise disclose such personal data        in       compliance        with      GDPR
requirements    including   (without  limitation)

10

by: (A) transferring the personal data to us only as necessary for us to provide the le9,al services for whfch you have retained us; (B) having ('.l lawful basis for disclosing the personal data to us; (C) providing all the information  required  to  be provided  by the
GDPR, ln the  applicable  circumstances, to
the relevant Individuals concerning the transfer of their personal data to us (including, where possible, a link to the EU Privacy Notice published on the Squire Patton Boggs website); and (D)  assuming the pdmary responsibility for responding to data subject access requests in· relatron to personal data that you have shared with us.

We will cooperate with you when reasonably possible to ensure that the required information referred to above is made  accessible  to  the relevant individuals;
and we will meet our own obligations to provide information directly  to  the individuals      concerned,     such     as   any
customized privacy notice that we may lssoe to address a specific matter If required by particular circumstances; but ln mosl cases, it would be impossible, or would require disproportionate effort on the part of the Firm to provide notice directly to all indMdual third parties that are connected to you when you share their personal data with
us.   The   description    of    our   respective
.obligations under applicable data protection laws covers our respective obligations to relevant    government    authorities    and   to
individuals     whose    personal     data   we
process, but does not create new duties or
obligations between us by virtue of these Standard Terms (except as explicitly stated concerning cooperation and our respective roles as controllers of personal data).

CLillNT AND FIRM DOCUMENTS
We will maintain !:fflY documents you fumish to us in our client files for this matter. At the conclusion of the matter (or earlier, if appropriate), it  is  your  obligatlon  to  advise us promptly as to w,hich, if any1 of the

010-6970-4073/1/AMERIOAS

SQUIRE,>
PATTON BOGGS
documents fn our files you wish I.JS to twn over to you. At your request, your papers and properly wtll be returned to you promptly upon receipt of payment fw outstanding fe s and other charges, Your documents will be turned over to you rn a.ccordance with ethical requirements and subject to my lien that may be created by ta.w for payment of any outstanding fees and costs. We may keep a copy of your files if
you ask us to return or transfer your files. We will retain our own documents and files, includtn·g our drafts, notes, Internal memos, adn1inistrative records, time and expense repbrtsi billing and financial information, accounting records, conflict checks, personnel materials, and work product, such as drafts, notes, internal memoranda, and legal and factual research, including investigative  r eports1.  and  other  materials prepared by or for the internal use of olir lawyers. All such documents retained by the Firm will be transferred to the persoh re ponsible for administering our reoords retention program. For various reasons, fnciuding. the minimization of unnecessary storage charges, we have the right to destroy  or otherWise dispose of any such
qocuments or other materials retained by us
seven (7) years after the termination of. the engagement, unless applicable law permits or requires a shorter or longer period for preservation of documents, or unless a different period is specified in a special written agreement signed by both of us.

Wfth regard to any documents containing EU personal data that you transfer to us that we   have  not  previously	destroyed a$ explained above, we will act under your instructions in relation to the timing of the deletion for such data in order to comply
with the GDPR storage limitation principle or to assist you in responding to a valid data subject request for the deletion of personal data.

EQUALITY AND DIVERSITY

We have ·a writt(:)ti Equality and Diversity policy to which we seek to adhere at all times in the performance of our services. A copy will be provided to you upon yc::Mr Written request and is available on the firm's website.

DISCLOSURE OF YOUR NAME
We are proud to serve you as legal counsel and hope to share that information with other onents and prospective clients. On occasion, we provide names of current clients in marketing materials  and on our
Web site. We may include your name on a
Hst of representative clients. We may also prepare llsts of representative transactions or other representations, excluding of course any we believe are sensitive. If you prefer that we refrain from using your name and representation in this manner, please advise us in writing,
FIRM ATTORNEY /CLIENT PRIVILEGE

If we determine during the course of the representation that it is eith.er necessary or appropriate. to consult with a Firm Ethics Attorney, GeneraJ Counsel, other specially desfgnated Firm attorney or outslde counsel, we have yowr consent to do so with he confitientlallty of our communications with such counsel protected by an attorney­ clfent privJlege which will not be diminished by our representation of you.
SEVERABILITY
In the event that any provjsion or part of this engagement a,greement, including any letters expressly stated to be part of the engagement agreement, should be unenftirceable under the law of the controlling jurisdiction, the remainder of this engagement agreement shall remain 1n

-,	 	

we

SQUIRE,>
PATTON BOGGS
force and shall be enforced in accordance with tts terms,
PRIMACY
Unless expressly superseded by explicit reference the sections "Who is our Client," "Confl1cts of Interest," and/or "Publlc Policy Practice'' are fully effective notwithstanding another provision in case of any duplication and to the fullest extent possible in case of Inconsistency.

ENTIRE AGREEMENT

This engagement agreement supersedes all other prior and contemporaneous written and oral agreements and understandlngs between u.s and contair,is the entire agreement betwel;½f) us, This engagement agreement may be modified only by a signed written agreement by you and by us. You acknowledge that no promises have been made to you other than those stated in fhi engttgement agreement.

GOVERNING LAW, COURTS AND
BAR ASSOCIATIONS
All questions arising wnder or involving this engagement or concerning rights and dutfes be1ween us. will be gc;ivemed by the law
{excluding choice of law provisions) and dedded exclusively by the courts and Bar a:ufhorities of the jurisdiction in which th.e lawyer sendfng you this engagement agreement has his or her princlpal office unless another jurisdiction is specified in the l.etter accompanying these Standard Terms. When another jurisdiction provides that its law or courts or Bar authorities will govern notwithstancling any agreement, that other law may of course control1 at least on certain questi-ons,

IN CONCLUSION

We rook forward to a mutually satisfylng relationship with you. If you have any

questions about, or if you do not agree wfth one or more of these terms and conditions, please cotnmutilcate with your principal contact at the Firm so that can try to address your cohoerns. Your principal contact can recommend changes that will be eff tive pnc$ you rec:t:1ive written notice of approval of any revisions, which, depending Ofl the nature of tl'ie request,. will be made by a Part.her ln Firm Management and/or an Ethics Partner. Thank you.

PRELIMINARY SECOND SUPPLEMENTAL ASSESSMENT

METHODOLOGY RELATING TO SPECIAL ASSESSMENT REFUNDING

BONDS, SERIES 2020

FOR

VILLA PORTOFINO WEST COMMUNITY DEVELOPMENT DISTRICT

December 16, 2019

Prepared by

GlvIS ·

Governmental Management Services-South Florida, LLC 5385 N. Nob Hill Road
Sunrise, FL 33351

VPWCDD - SSAMRASBS2019-LEH120519v3

Introduction

The Villa Portofino West Community Development District (the "District") is a local unit of special-purpose government organized and existing under Chapter 190, Florida Statutes as amended.

In March 2006, the District issued its Special Assessment Bonds Series 2006A Bonds (the "Series 2006 Bonds") in the amount of $4,775,000. The District allocated the debt associated with the Series 2006 Bonds to the benefitted properties as described in the Master Assessment Methodology Report dated December 30, 2005 (the "Original Methodology"), as amended and supplemented on March 17, 2006 with the First Supplemental Assessment Methodology Report (the "First Supplemental Methodology"). The Original Methodology and the First Supplemental will constitute the "Series 2006 Methodology."

Purpose

This Report revises the Series 2006 Methodology taking into consideration the reduction in assessment principal and interest and annual assessments per unit as a result of refunding the Series 2006 Bonds through the issuance by the District of its Special Assessment Refunding Bonds, Series 2020 (the "Series 2020 Bonds") at a reduced interest rate and a reduced debt service reserve requirement. Debt has been allocated to each of the developed units which benefit from the improvements financed with the proceeds of the Series 2006 Bonds in accordance with the Series 2006 Methodology (the "2006 Project").

The District has previously imposed a non-ad valorem special assessment on the benefitted lands within the District resulting from the 2006 Project (herein the "Series 2006 Special Assessment"). Upon completion of the refinancing, all of such special assessments will continue to be collected through the Uniform Method of Collection described in section 197.3632, F.S., or any other legal means available to the District. The Series 2006 Special Assessments that will secure the Series 2020 Bonds will be recast as the Series 2020 Special Assessments. It is not the intent of this Report to address any other assessments, if applicable, that may be levied by the District, a property owner's association, or any other unit of government.

Requirements of a Valid Assessment Methodology

There are two requirements under Florida Law for valid special assessment:

1.) The properties must receive a special benefit from the improvements being paid for, and

2.) The assessments must be fairly and reasonably allocated to the properties being assessed.

This Report does not change the allocation of benefits received from the 2006 Project nor does this Report modify the process of allocating the debt to the properties within the District receiving such benefit from what was previously adopted in the Series 2006 Methodology.

Assessment Methodology

Overview

The District will issue $3,815,000* of the Series 2020 Bonds on a senior and subordinated basis to refund the Series 2006 Bonds, establish debt service reserve accounts, and pay the costs of issuance of the Series 2020 Bonds. It is the purpose of this Report to allocate the $3,815,000* in preliminary amount of the Series 2020 Bonds to the properties benefitting from the 2006 Project as previously financed with the Series 2006 Bonds.

Table 1 shows the constructed development plan. The 2006 Project has been fully completed, there are two hundred and eleven (211) assessable residential units and sixty three (63) commercial units, which comprises a total of 60,000 sq.ft of commercial property. Table 2 displays the Bond sizing for the Series 2020 Bonds. The Series 2020 Bonds are expected to have an average interest rate of 3.70% and a final maturity date of May 1, 2036. The debt is allocated to each unit based on the Series 2006 Methodology.

Allocation of Debt

A fair and reasonable methodology allocates the debt associated with the Series 2020 Bonds proportionately to the properties receiving the special benefits.

The current per unit par and annual assessment of the Series 2006A Bonds are presented on Table 3, along with the proposed per unit par and annual assessment as a result of issuing the Series 2020 Bonds, which is also depicted in Table 3.

•Preliminary, subject to change

,-----	 	

3.0	Assessment Roll

The property within the District is platted as described in Table 4. The debt has been assigned as described in this Report. Based on the parcel records provided by the Miami-Dade County Property Appraiser, Table 5 shows the preliminary Assessment Roll for the District including the total allocation per folio number and the annual assessment per unit as per the current presented conditions.

4.0	Additional Information

Governmental Management Services-South Florida, LLC (GMS) does not represent the District as a Municipal Advisor or Security Broker, nor is GMS registered to provide such services as described in the Sections 15B of the Security and Exchange Act of 1934, as amended. Similarly GMS does not provide the District with advisory services or offer investment advice.

Certain information in this Report was provided by members of the District staff, the Developer or other professionals hired in conjunction with the bond issuance. GMS makes no representation regarding the information provided by others.

(Reminder of the page intentionally left blank)

TABLE 1
VILLA PORTOFINO WEST COD
DEVELOPMENT PROGRAM

Land Use	No. of Units	Taxable Units (il

Townhomes	211		211	
Commercial	90,000	Sq.FT.	63	

Total	274
l 1J Units platted and folio id per unit assigned by Miami-Dade County.

Prepared by Governmental Management Services-South Florida, LLC

TABLE 2
VILLA PORTOFINO WEST COD
BOND SIZING - REFINANCING SERIES 2019 BONDS

Sources:	
Senior Bonds	
Subordinate Bonds	
Total	
Bond Proceeds:				
Par Amount	$	2,840,000.00	$	975,000.00	$	3,815,000.00	
Original Issue Discount	$	{17,745.60)	$	{660.00)	(18,405.60)	
	$	2,822,254.40	$	974,340.00	3,796,594.40	

Other Sources of Funds:				
Transfer of Revenue Funds	$	101,413.07	$	34,711.86	$	136,124.93	
Transfer of Reserve Funds	$	92,949.75	$	31,815.02	$	124,764.77	
Transfer of Interest Funds	$	27.92	$	9.55	$	37.47	
Transfer of Sinking Funds	$	15.87	$	5.43	$	21.30	
	$	194,406.61	$	66,541.86	$	260,948.47	

Total Sources	$	3,016,661.01     $	1,040,881.86	$	4,057,542.87 

Uses:
Senior Bonds	Subordinate Bonds	Total

Refunding Escrow Deposits:
Cash Deposit	$	2,700,361.11	$	924,284.68	$	3,624,645.79

Other Fund Deposits:
DSRF (50% MADS)	$	109,912.50	$	41,462.51	$	151,375.01	
$	109,912.50	$	41,462.51	$	151,375.01	
Delivery Date Expenses:			
Cost of Issuance	$	148,885.98	$	51,114.02	$	200,000.00	
Underwriter's Discount	$	56,800.00	$	19,500.00	$	76,300.Q0	
$	205,685.98	$	70,614.02	$	276,300.00	
Other Uses of Funds:			
Rounding	$	701.42	$	4,520.65	$	5,222.07	
 	$	3,016,661.01	   $	1,040,881.86	$		4,057,542.87	

Bond Assum tions:			
Interest Rate (average)		3.70%	
Amortization	ears , final a ment 05/1/2036		17	

Information provided by FMSBonds, Inc.

VILLA PORTOFINO WEST COD
ALLOCATION OF DEBT

Current Assessment Allocation as of 11/1/19

Land Use	
Units	
Par Allocation Per Unit	
Series 2006A
Par Allocation	Maximum
Annual Debt Assessment	Maximum Annual Debt Assessmentl  1l	Per Unit		
					
I	Townhomes	211	I Units	$	16,695.80	$	3,522,815	$	237,901.76	$	1,127.50	Townhome		
I	Commercial	90,000	I Sq.Ft.	$	13.91	$	1,252,185	$	84,562.24	$	0.94	Sq.ft.		
					
!Totals			$	4,775,000	$	322,464.00			

( 1> This amount will be grossed up for early payment discounts and county collection fees, currently 5%.

Post Refinancing

Land Use	
Units	
Par Allocation Per Unit	
Series 2019 Par Allocation	Maximum Annual Debt
Assessment	Maximum Annual Debt Assessmentl 1l	

Per Unit	
Savings	

/			
I	Townhomes	211	I Units	$	13,339.16	$	2,814,563	$	223,358	$	1,058.57	Townhome	$	68.93	
I	Commercial	90,000	I Sq.Ft.	$	11.12	$	1,000,437	$	79,392	$	0.88	Sq.ft.	$	0.06	
					
!Totals			$	3,815,000	$	302,750			

(  1>   This amount will be grossed up for early payment discounts and county collection fees, currently 5%.

VILLA PORTOFINO WEST CDD
SUMMARY OF DEBT ALLOCATION AND ANNUAL ASSESSMENTS

	Series 2019	I	

Property Id Number:

PIN	From -To	Land Use	
Par Allocation Per Unit or
Sq.Ft.	

Total Par Allocation	Annual Net* Debt Assessment
per Unit or sq.ft	

Total Annual Debt
Assessment	

10-7917-020-	0010 - 2110	Townhomes.	211	Units	$	13,339.16	$	2,814,563	$	1,058.57	$	223,357.54	
10-7917-023-	0010 - 0630	Commercial .	90,000	Sq.Ft.	$	11.12	$	1,000,437	$	0.88	$	79,392.48	
!Totals						$	3,815,000		$	302,750	

* This amount will be grossed up for early payment discounts and county collection fees, currently 5%.

Folio	

Land Use	

Units	

2019 Par
Debt	

Annual Net* 2019 Assessment	

10-7917-020-0010	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0020	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0030	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0040	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0050	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0060	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0070	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0080	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0090	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0100	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0110	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0120	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0130	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0140	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0150	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0160	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0170	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0180	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0190	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0200	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0210	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0220	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0230	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0240	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0250	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0260	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0270	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0280	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0290	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0300	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0310	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0320	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0330	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0340	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0350	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0360	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0370	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0380	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0390	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0400	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0410	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0420	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0430	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0440	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	

Folio	

Land Use	

Units	

2019 Par
Debt	

Annual Net* 2019 Assessment	

10-7917-020-0450	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0460	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0470	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0480	Townhouse	1.00	unit	$	13;339.16	$	1,058.57	
10-7917-020-0490	Townhouse	1.00	. unit	$	13,339.16	$	1,058.57	
10-7917-020-0500	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0510	Townhouse	·1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0520	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0530	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0540	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0550	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0560	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0570	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0580	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0590	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0600	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0610	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0620	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0630	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0640	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0650	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0660	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0670	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0680	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0690	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0700	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0710	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0720	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0730	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0740	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0750	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0760	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0770	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0780	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0790	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0800	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
1o:..7917-020-0810	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0820	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0830	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0840	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0850	Townhouse	1.00	unit	$	13,339.16 $	1,058.57	
10-7917-020-0860	Townhouse	1.00	unit	$	13,339.16 $	1,058.57	
10-7917-020-0870	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0880	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	

Folio	

Land Use	

Units	

2019 Par
Debt	

Annual Net* 2019 Assessment	

10-7917-020-0890	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0900	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-920-0910	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0920	Townhouse	1.00	unit	$	-13,339.16	$	1,058.57	
10-7917-020-0930	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0940	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0950	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0960	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0970	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0980	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-0990	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1000	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1010	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1020	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1030	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1040	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1050	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1060	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1070	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1080	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1090	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1100	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1110	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1120	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1.130	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1140	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1150	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1160	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1170	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1180	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1190	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1200	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1210	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1220	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1230	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1240	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1250	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1260	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1270	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1280	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1290	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1300	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1310	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1320	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	

Folio	

Land Use	

Units	

2019 Par
Debt	

Annual Net* 2019 Assessment	

10-7917-020-1330	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1340	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1350	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1360	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1370	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1380	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1390	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1400	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1410	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1420	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1430	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1440	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1450	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1460	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1470	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1480	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1490	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1500	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1510	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1520	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1530	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1540	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1550	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1560	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1570	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1580	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1590	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1600	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1610	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1620	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1630	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1640	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1650	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1660	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1670	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1680	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1690	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1700	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1710	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1720	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1730	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1740	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1750	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1760	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	

Folio	

Land Use	

Units	

2019 Par
Debt	

Annual Net* 2019 Assessment	

10-7917-020-1770	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1780	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1790	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1800	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1810	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1820	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1830	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1840	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1850	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1860	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1870	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1880	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1890	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1900	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1910	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1920	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1930	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1940	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1950	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1960	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1970	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1980	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-1990	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2000	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2010	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2020	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2030	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2040	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2050	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2060	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2070	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2080	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2090	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2100	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-020-2110	Townhouse	1.00	unit	$	13,339.16	$	1,058.57	
10-7917-023-0010	Commercial Condo	1,903	sq.ft.	$	21,153.75	$	1,678.71	
10- 7917-023-0020	Commercial Condo	1,200	sq.ft.	$	13,339.20	$	1,058.57	
10-7917-023-0030	Commercial Condo	702	sq.ft.	$	7,803.43	$	619.26	
10-7917-023-0040	Commercial Condo	775	sq.ft.	$	8,614.90	$	683.66	
10-7917-023-0050	Commercial Condo	653	sq.ft.	$	7,258.75	$	576.04	
10-7917-023-0060	Commercial Condo	905	sq.ft.	$	10,059.98	$	798.34	
10-7917-023-0070	Commercial Condo	2,644	sq.ft.	$	29,390.70	$	2,332.37	
10-7917-023-0080	Commercial Condo	840	sq.ft.	$	9,337.44	$	741.00	
10-7917-023-0090	Commercial Condo	840	sq.ft.	$	9,337.44	$	741.00	

Folio	

Land Use	

Units	

2019 Par
Debt	

Annual Net* 2019 Assessment	

10-7917-023-0100	Commercial Condo	876	sq.ft.	$	9,737.62	$	772.75	
10-7917-023-0110	Commercial Condo	1,393	sq.ft.	$	15,484.59	$	1,228.82	
10-7917-023-0120	Commercial Condo	1,631	sq.ft.	$	18,130.20	$	1,438.77	
10-7917-023-0130	Commercial Condo	1,961	sq.ft.	$	21,798.48	$	1,729.87	
10-7917-023-0140	Commercial Condo	2,784	sq.ft.	$	30,946.94	$	2,455.87	
10-7917-023-0150	Commercial Condo	2,419	sq.ft.	$	26,889.60	$	2,133.89	
10-7917-023-0160	Commercial Condo	1,175	sq.ft.	$	13,061.30	$	1,036.51	
10-7917-023-0170	Commercial Condo	1,295	sq.ft.	$	14,395.22	$	1,142.37	
10-7917-023-0180	Commercial Condo	1,441	sq.ft.	$	16,018.16	$	1,271.16	
10-7917-023-0190	Commercial Condo	1,143	sq.ft.	$	12,705.59	$	1,008.28	
10-7917-023-0200	Commercial Condo	1,298	sq.ft.	$	14,428.57	$	1,145.02	
10-7917-023-0210	Commercial Condo	1,431	sq.ft.	$	15,907.00	$	1,262.34	
10-7917-023-0220	Commercial Condo	994	sq.ft.	$	11,049.30	$	876.85	
10-7917-023-0230	Commercial Condo	989	sq.ft.	$	10,993.72	$	872.44	
10-7917-023-0240	Commercial Condo	2,723	sq.ft.	$	30,268.87	$	2,402.06	
10-7917-023-0250	Commercial Condo	2,320	sq.ft.	$	25,789.12	$	2,046.56	
10-7917-023-0260	Commercial Condo	2,426	sq.ft.	$	26,967.42	$	2,140.07	
10-7917-023-0270	Commercial Condo	1,441	sq.ft.	$	16,018.16	$	1,271.16	
10-7917-023-0280	Commercial Condo	1,143	sq.ft.	$	12,705.59	$	1,008.28	
10-7917-023-0290	Commercial Condo	1,298	sq.ft.	$	14,428.57	$	1,145.02	
10-7917-023-0300	Commercial Condo	1,431	sq.ft.	$	15,907.00	$	1,262.34	
10-7917-023-0310	Commercial Condo	994	sq.ft.	$	11,049.30	$	876.85	
10-7917-023-0320	Commercial Condo	990	sq.ft.	$	11,004.84	$	873.32	
10-7917-023-0330	Commercial Condo	1,903	sq.ft. ·	$	21,153.75	$	1,678.71	
10-7917-023-0340	Commercial Condo	1,200	sq.ft.	$	13,339.20	$	1,058.57	
10-7917-023-0350	Commercial Condo	702	sq.ft.	$	7,803.43	$	619.26	
10-7917-023-0360	Commercial Condo	775	sq.ft.	$	8,614.90	$	683.66	
10-7917-023-0370	Commercial Condo	653	sq.ft.	$	7,258.75	$	576.04	
10-7917-023-0380	Commercial Condo	905	sq.ft.	$	10,059.98	$	798.34	
10-7917-023-0390	Commercial Condo	2,644	sq.ft.	$	29,390.70	$	2,332.37	
10-7917-023-0400	Commercial Condo	840	sq.ft.	$	9,337.44	$	741.00	
10-7917-023-0410	Commercial Condo	840	sq.ft.	$	9,337.44	$	741.00	
10-7917-023-0420	Commercial Condo	876	sq.ft.	$	9,737.62	$	772.75	
10-7917-023-0430	Commercial Condo	1,393	sq.ft.	$	15,484.59	$	1,228.82	
10-7917-023-0440	Commercial Condo	1,631	sq.ft.	$	18,130.20	$	1,438.77	
10-7917-023-0450	Commercial Condo	1,962	sq.ft.	$	21,809.59	$	1,730.76	
10-7917-023-0460	Commercial Condo	1,962	sq.ft.	$	21,809.59	$	1,730.76	
10-7917-023-0470	Commercial Condo	2,419	sq.ft.	$	26,889.60	$	2,133.89	
10-7917-023-0480	Commercial Condo	1,175	sq.ft.	$	13,061.30	$	1,036.51	
10-7917-023-0490	Commercial Condo	1,441	sq.ft.	$	16,018.16	$	1,271.16	
10-7917-023-0500	Commercial Condo	1,298	sq.ft.	$	14,428.57	$	1,145.02	
10-7917-023-0510	Commercial Condo	1,143	sq.ft.	$	12,705.59	$	1,008.28	
10-7917-023-0520	Commercial Condo	1,431	sq.ft.	$	15,907.00	$	1,262.34	
10-7917-023-0530	Commercial Condo	994	sq.ft.	$	11,049.30	$	876.85	

Folio	

Land Use	

Units	

2019 Par
Debt	

Annual Net* 2019 Assessment	

10-7917-023-0540	Commercial Condo	989	sq.ft.	$	10,993.72	$	872.44	
10-7917-023-0550	Commercial Condo	2,723	sq.ft.	$	30,268.87	$	2,402.06	
10-7917-023-0560	Commercial Condo	2,320	sq.ft.	$	25,789.12	$	2,046.56	
10-7917-023-0570	Commercial Condo	2,426	sq.ft.	$	26,967.42	$	2,140.07	
10-7917-023-0580	Commercial Condo	1,441	sq.ft.	$	16,018.16	$	1,271.16	
10-7917-023-0590	Commercial Condo	1,298	sq.ft.	$	14,428.57	$	1,145.02	
10-7917-023-0600	Commen;:ial Condo	1,143	sq.ft.	$	12,705.59	$	1,008.28	
10-7917-023-0610	Commercial Condo	1,431	sq.ft.	$	15,907.00	$	1,262.34	
10-7917-023-0620	Commercial Condo	994	sq.ft.	$	11,049.30	$	876.85	
10-7917-023-0630	Commercial Condo	990	sq.ft.	$	11,004.84	$	873.32	
				$	3,815,000	$	302,750	

'

S&P Global
Ratings

55 Water Street NewYork,NY
10041

December 9, 2019

Luiz Hernandez
Governmental Management Services, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351
954.721.8681 I LHernandez@gmssf.com
Dear Mr. Hernandez:

Thank you for your request for a rating evaluation service ("Evaluation") from S&P Global Ratings. This agreement ("Agreement"), including the attached Terms and Conditions and Exhibits A and B which are expressly incorporated herein and made l:1- part of this Agreement, sets forth the terms and conditions under which S&P Global Ratings will perform the Evaluation for Villa Portofino CDD ("you" or the "Client").
The parties agree to amend the attached Terms and Conditions as follows:
Replace the provision titled "Governing Law" tn its entirety with the following:
Reservation of Rights. The parties to this Agreement do not waive, and reserve the right to contest, any,issues regarding sovereign immunity, the applicable governing law and the appropriate forum for resolving any disputes arising out of or relating to this Agreement.
Exhibit A sets out what each party has agreed to provide to the other. Exhibit B sets out information relating to the fees for the Evaluation.

Please sign below to indicate that the Client accepts the statements contained in this Agreement, agrees to comply in all respects with the terms and conditions in this Agreement, and acknowledges its full understanding of the scope and limitations of the Evaluation. Please return a signed copy of this letter to me and CommercialAmericas@spglobal.com

S&P Global Ratings is pleased to be of service to you. For more information please visit our website at www.spratings.com. Please do not hesitate to contact us if we can be of further assistance.

Yours sincerely, S&P Global Ratings, acting through
Standard & Poor's Financial Services LLC

By:

Michelle Smithen Director

cc.	CommercialAmericas@spglobal.com

CONFIRMED, AGREED AND ACCEPTED
BY CLIENT AS OF THE DATE FIRST ABOVE
WRITTEN

Other information

Client will provide to S&P Global Ratings:

Signed engagement letter.
Client's pro-forma income, balance sheet and cash flow statements, if applicable.
A detailed explanation of one hypothetical scenario(s) to be evaluated (including  any relevant tax information)  by one Rating Evaluation Committee.

S&P Global Ratings will provide to the Client in verbal and written format:

A detailed report indicating either: (a) the result of the Evaluation based on  the  hypothetical  scenario(s) provided to S&P Global Ratings by the Client which will be expressed in the form of an initial indicative rating outcome; or (b) if the Client has a current rating(s), the probable impact of the hypothetical scenario(s) on the Client's current rating(s) expressed in the form of an indicative rating(s) outcome, together with the supporting rationale in each case.
An explanation of any applicable adjustments and assumptions based on the information provided to  us, including if applicable, cash flows, stresses and credit support.

S&P Global Ratings may decide in its sole judgment to discontinue work on the Evaluation if information from credible sources (e.g. a filing registration or public statement by the client) indicates to S&P Global Ratings that a hypothetical scenario provided by the Client is no longer hypothetical. Further, the Client must not refer to the Eval-qation (including for the avoidance of doubt, any indicative rating outcome) in the context of  any debt  offering (whether  verbally  or in any bond or bank loan documentation or marketing material or otherwise).

Services that S&P Global Ratings will not provide:

Tax analysis of any hypothetical scenario submitted.
Assistance in formatting or formulating a hypothetical scenario.
Assistance in designing or structuring any securities.
Recommendation as to the type of debt and/or equity the Client should sell or any other advice.

Fees

The Client and S&P Global Ratings have agreed that the Evaluation will consist of an analysis of the hypothetical scenario(s) as noted in Exhibit A.

The fee for the Evaluation will be US$10,000 plus all applicable value-added, sale, use and similar taxes.

An additional fee of US$5,000 plus all applicable value-added, sale, use and similar taxes will be charged for any subsequent hypothetical scenario presented for evaluation after the first Rating Evaluation Committee.

The Client will also reimburse S&P Global Ratings for its reasonable legal fees and travel expenses, if any, incurred in connection with the services described in this Agreement.

S&P Global Ratings reserves the right to charge additional fees if details of the hypothetical scenario(s) or any data or information provided to S&P Global Ratings by the Client in connection with the Evaluation changes materially during the term of this Agreement.

S&P Global Ratings will notify the Client if the fee is expected to be higher than the amount stated above.

In the event that this Agreement is terminated by the Client after S&P Global Ratings begins its analysis or if S&P Global Ratings cannot complete the Evaluation because of lack of information and/or cooperation from the Client or a hypothetical scenario is deemed by S&P Global Ratings to no longer be hypothetical, the Client shall pay S&P Global Ratings a fee calculated on the basis of S&P Global Ratings time and effort, plus any costs and charges incurred by S&P Global Ratings to date plus all applicable value-added, sale, use and similar taxes and in any event the Client shall pay S&P Global Ratings a minimum fee of [US$,00O] plus all applicable value-added, sale, use and similar taxes. The Client agrees to pay any fees upon receipt of an invoice from S&P Global Ratings.

S&P Global Ratings will invoice the Client after the results from the first Rating Evaluation Committee have been communicated to the Client or on any earlier termination of this Agreement.

Payment of any fees is not conditioned on any particular Evaluation outcome.

S&P Global Ratings
S&P Global Ratings Terms and Conditions Applicable To Rating Evaluation Service - the Americas

You understand and agree that:

General. The credit ratings and other views of S&P Global Ratings, including without limitation, a rating evaluation service ("Evaluation"), are statements of opinion and not statements of fact. An Evaluation and other views of  S&P  Global Ratings are not recommendations to purchase, hold, or sell any securities and do not comment on market price, marketability, investor preference or suitability of any security. While S&P Global Ratings bases its  Evaluations  and other views on information provided by you and your agents and advisors, and other  information  from  sources  it believes to be reliable, S&P Global Ratings does not perform an audit, and undertakes no duty of due diligence or independent verification, of any information it receives. Such information and  S&P Global Ratings'  opinions should not be relied upon in making any investment or financial decision. S&P Global Ratings does not act as a "fiduciary", an investment advisor or risk management advisor. S&P Global. Ratings neither recommends nor will recommend how you can or should achieve a particular Evaluation or credit rating outcome nor provides or will provide consulting, advisory, financial or structuring advice. To the extent permitted by applicable  law, you will be liable to S&P Global Ratings and  its affiliates for all Losses actually incurred and directly resulting from (x) a claim relating to S&P Global Ratings' provision of the Evaluation, or (y) a claim that the provision by you or your authorized agents  and  advisors  of information to S&P Global Ratings hereunder infringes  or violates  the intellectual  property rights of a  third party. For the purposes of this paragraph, "Losses" means losses, damages, liabilities, judgments, costs, charges, expenses and reasonable attorneys' fees, including any such losses arising from claims asserted by a third party against S&P Global Ratings, in each case as finally determined by a court of competent jurisdiction in a proceeding in which you are a party. Losses do not include amounts resulting from S&P Global Ratings' gross negligence, intentional wrongdoing or willful misconduct as finally determined by a court of competent jurisdiction in a proceeding in which you are a party.

Not a Credit  Rating.  An Evaluation is not a  credit rating and should not be represented  as a credit rating. An Evaluation is a confidential analytical service provided by S&P Global Ratings based on one or  more  hypothetical  scenarios provided to S&P Global Ratings by a rated or unrated issuer or potential issuer that is considering strategic or financial· initiatives that could impact its creditworthiness. An Evaluation does not involve surveillance.

All Credit Rating Actions and Evaluations in S&P Global Ratings' Sole Discretion. S&P Global Ratings  may assign,  raise, lower, suspend, place on CreditWatch, or withdraw a credit rating, and assign or revise  an Outlook on a credit rating, or provide an Evaluation, at any time, in  S&P Global Ratings'  sole discretion. S&P Global Ratings may take any of the foregoing actions notwithstanding any request for a confidential or private credit rating or an Evaluation or a withdrawal of a credit rating, or termination of this Agreement.

Dissemination. The Evaluation, including any related letter or report, will be provided by S&P Global Ratings to you on a confidential basis. You may not disclose the Evaluation, including any related letter or report, to third parties except (i) as required by law or regulation, or for regulatory purposes, or (ii) to third parties that are bound by appropriate confidentiality obligations; and in each case, only-in accordance with law and in its entirety without any changes. A breach of your obligations under this paragraph shall constitute a material. breach of this Agreement. If an Evaluation is disclosed other than in accordance with this Agreement, S&P Global Ratings reserves the right to publicly comment on the Evaluation and/or publish the Evaluation or any related letter or report. S&P Global Ratings may publish explanations of S&P Global Ratings' credit ratings criteria or rating evaluation service methodology from time to time and nothing in this Agreement shall be construed as limiting S&P Global Ratings' ability to modify or refine its credit ratings criteria or rating evaluation service methodology at any time as S&P Global Ratings deems appropriate. The provisions of this paragraph are subject to the restrictions on disclosure of Confidential Information set forth in this Agreement.	·

1

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Information to be Provided by You. For so long as this Agreement is in  effect,  in  connection  with the  Evaluation provided hereunder, you will provide, or cause to be provided, as promptly as practicable, to S&P Global Ratings all information requested by S&P Global Ratings in accordance with its applicable published credit ratings criteria or rating evaluation service methodology, including the relevant hypothetical scenarios to  which the Evaluation relates in writing. The Evaluation may be affected by S&P Global Ratings' opinion of the information received from you or your ·
. authorized agents and advisors. All information provided to S&P Global Ratings by you or your authorized agents and advisors regarding the Evaluation, will, as of the date such information is provided, contain no untrue .statement of material fact nor omit a material fact necessary in order to make such information, in  light of the circumstances  in which it was provided, not misleading. A material breach of the agreements  in this paragraph shall constitute a material  breach of this Agreement.	·

Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean verbal or written information that you or your authorized agents and advisors have provided to S&P Global Ratings and, in connection with providing such information, have indicated in writing that the information is "Confidential." Notwithstanding the foregoing, infoimation disclosed by you or your authorized agents and advisors to S&P Global Ratings shall not be deemed to be Confidential Information, and S&P·Global Ratings shall have no obligation to treat such information as Confidential Information, if such information (i) was known by S&P Global Ratings at the time of such disclosure and was not known by S&P Global Ratings to be subject to a prohibition on disclosure, (ii) was known to the public at the time of such disclosure, (iii) becomes known to the public (other than by an act of S&P Global Ratings or its affiliates) subsequent to such disclosure, (iv) is disclosed to S&P Global Ratings by a third party subsequent to such disclosure and S&P Global Ratings reasonably believes that such third party's disclosure to S&P Global Ratings was not prohibited, (v) is developed independently by S&P Global Ratings or its affiliates without reference to the Confidential Information, or (vi) is approved in writing by you or your authorized agents and advisors for public disclosure. S&P Global Ratings is aware that U.S. and state securities laws may impose restrictions .on trading in securities when in possession of material, non-public information and has adopted securities trading and communication policies to that effect.

S&P Global Ratings' Use of Information. Except as required by applicable law or regulation or otherwise  provided  herein, S&P Global Ratings shall not disclose Confidential Information to third parties.

S&P Global Ratings may use Confidential Information to (i) provide an Evaluation, as well as to make internal determinations about commercial arrangements for its Evaluation activities, (ii) assign, raise, lower, suspend, place on CreditWatch, or withdraw a credit rating, and assign or revise an Outlook on a credit rating, as well as to make internal determinations about commercial arrangements for its credit rating activities, and (iii) share Confidential Information with its affiliates or agents engaged in t e credit rating business who are bound by appropriate confidentiality obligations ("Ratings Affiliates and Agents")

Subject to the other provisions herein,  S&P Global Ratings  may also use, and share Confidential  Information with any  of its affiliates or agents engaged in other financial services businesses who are bound by appropriate confidentiality obligations ("Other Affiliates and Agents", and together  with Ratings  Affiliates  and  Agents, "Affiliates  and Agents"), for m delling, benchmarking"and research purposes.

Subject to the other.provisions herein, S&P Global Ratings may publish and/or share with its Affiliates and Agents, who also may publish, data aggregated or derived from Confidential Information, excluding data that is specific to and identifies individual debtors, customers or clients.

S&P Global Ratings acknowledges for itself and on behalf of its affiliates that you may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for S&P Global Ratings' or its affiliates' disclosure of Confidential Information in violation of this Agreement. S&P Global Ratings and its Affiliates and Agents reserve the right to use, publish, disseminate, or license others to use, publish or disseminate any non-Confidential Information provided by you, or your authorized agents and advisors.

S&P Global Ratings Not an Expert, Underwriter or Seller under Securities Laws. S&P Global Ratings has not consented to and will not consent to being named an "expert" or any similar designation under any applicable securities
2

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laws or other regulatory guidance, rules or recommendations, including without limitation, Section 7 of the  U.S. Securities Act of 1933. S&P Global Ratings is not an "underwriter" or "seller" as those terms are  defined  under applicable securities laws or other regulatory guidance, rules or recommendations, including without limitation Sections 11 and 12(a)(2) of the U.S. Securities Act of 1933. S&P Global Ratings has not performed the role or tasks  associated with an "underwriter" or "seller" under the United States federal securities laws or other regulatory guidance, rules or recommendations in connection with this engagement.

Office of Foreign Assets Control. As of the date of this Agreement, (a) neither you nor any of your subsidiaries, or any director or corporate officer of any of the foregoing entities, is the subject of any U.S. sanctions administered  by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC Sanctions"), (b) you are not 50% or more owned or controlled, directly or indirectly, individually or collectively, by one or more persons or entities that is or are the subject of OFAC Sanctions, and (c) to the best of your  knowledge,  no· entity  50% or more owned or controlled by a direct or indirect parent of you is the subject of OFAC Sanctions. For the purposes of clause (c) in this section, "parent" is a person or entity owning or controlling, directly or indirectly, 50% or more of you. For so long as this Agreement is in effect, you will promptly notify S&P Global Ratings if any of these circumstances change.

Entire Agreement. Nothing in this Agreement shall preyent you or S&P Global Ratings from acting in accordance with applicable laws and regulations. Subject to the prior sentence, this Agreement, including any amendment made in accordance with the provisions hereof, constitutes the complete and entire agreement between the parties on all matters regarding the Evaluation provided hereunder. The terms of this Agreement supersede any other terms and conditions relating to information provided to S&P Global Ratings by you or your authorized agents and advisors hereunder, including without limitation, terms and conditions  found  on, or applicable to, websites  or other  means through which you or your authorized agents and advisors make such information available to S&P Global Ratings, regardless if such terms and conditions are entered into before or after the date of this Agreement. Such terms and conditions shall be null and void as to S&P Global Ratings.

Limitation on Damages. S&P Global Ratings does not and cannot  guarantee  the accuracy,  completeness,  or timeliness of the information relied on in connection with an Evaluation or the results obtained from the use of such information. S&P GLOBAL RATINGS GIVES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ORUSE.
S&P Global Ratings, its affiliates or third party providers, or any of their officers, directors, shareholders, employees or agents shall not be liable to you, your affiliates or any person asserting claims on your behalf, directly or indirectly,  for any inaccuracies, errors, or omissions, in each case regardless of cause, actions,  damages  (consequential,  special, indirect, incidental, punitive, compensatory, exemplary or otherwise), claims, liabilities, costs, expenses, legal fees or losses (including, without limitation, lost income or lost profits and opportunity costs) in any way  arising out  of or relating to the Evaluation provided hereunder or the related analytic services even if advised of the possibility of such damages or other amounts except to the extent such damages or other amounts are finally determined by a court of competent jurisdiction in a proceeding in which you and S&P Global Ratings are parties to result from gross negligence, intentional wrongdoing or willful misconduct of S&P Global Ratings. In furtherance and not in limitation of  the foregoing, S&P Global Ratings will not be liable to you, your affiliates or any person asserting claims on your behalf in respect of any decisions alleged to be made by any person based on anything that may be perceived as advice or recommendations. In the event that S&P Global Ratings is nevertheless held liable to you, your affiliates, or any person asserting claims on your behalf for monetary damages under this Agreement, in no event shall S&P Global Ratings be liable in an aggregate amount in excess of the aggregate fees paid to S&P Global Ratings  for the  Evaluation  giving rise to the cause of action except to the extent such monetary damages directly result from S&P Global Ratings' intentional wrongdoing or willful misconduct. The provisions of this paragraph shall apply regardless of  the  form  of  action, damage, claim, liability, cost,· expense, or loss, whether in contract, statute, tort (including, without limitation,  negligence), or otherwise. Neither party waives any protections, privileges, or defenses it may have under law, including but not limited to, the First Amendment of the Constitution of the United States of America. ·

Termination of Agreement. This Agreement may be terminated by either party at any time upon written notice to  the  other party. Except where expressly limited to the term of this Agreement, these Terms and Conditions shall survive the termination of this Agreement.

/

No Third-Party Beneficiaries. Nothing in this Agreement, or the Evaluation when provided, is intended or should be construed as creating any rights on behalf of any third parties, including, without limitation, any recipient of the Evaluation. No person is intended as a third party beneficiary of this Agreement or of the Evaluation when provided.

Binding Effect. This Agreement shall be binding on,  and inure to the benefit of, the parties  hereto and their successors and assigns. Subject to  the limitations  contained in  this Agreement,  S&P Global Ratings shall be liable for the conduct of its affiliates  that  would  otherwise  constitute  a  breach of the terms  of  this  Agreement  if S&P Global Ratings  had en aged in such conduct itself.

Severability. In the event that any term or provision of this Agreement shall be held to be invalid, void, or unenforceable, then the remainder of this Agreement shall not be affected, impaired, or invalidated, and each such term and provision shall be valid and enforceable to the fullest extent permitted by law.

Amendments. This Agreement may not be amended or superseded except by a writing that specifically refers to this Agreement and is executed manually or electronically by authorized representatives of both parties.

Governing Law. This Agreement and any related letter or report shall be governed by the internal laws of the State of New York. The parties irrevocably agree that the state and federal courts of New York located in the County of New York shall be the exclusive forums for any dispute arising out of or relating to this Agreement or any related letter or report and the parties hereby consent to the personal jurisdiction of such courts.

This Appendix: This Data Protection Appendix ("Appendix") is incorporated into the Engagement Letter and S&P Global Ratings Terms and Conditions (together,  the "Agreement")  between S&P Global Ratings and you. In the event of conflict, this Appendix takes priority over the provisions of the Agreement but  solely to  the extent of the conflict.
Definitions: All words, terms or phrases, the meaning of which are defined in the Agreement, shall have the same meaning where used in this Appendix. In this Appendix, the following tenns shall have the following meanings:
"controller", "processor", "data subject", "personal data", "processing", "process", "special categories of personal data" and "joint controller" shall have the meanings given in Applicable  Data  Protection Law; where these terms are not defined in the Applicable Data Protection Law, they shall have the meaning given to them in the GDPR;
"Analytical Data" means underlying personal data contained within the  infonnation  which  is  provided  to S&P Global Ratings for the purposes of the provision of the  Services,  such  as  the  personal  data  of individuals_ who have financial products in place which are relevant to the issuing of a rating;
"Applicable Data Protection Law" shall mean, as applicable, th EU General Data Protection Regulation (Regulation 2016/679) (as may be amended, superseded or replaced) C'GDPR") and all other supplemental or implementing laws relating to data privacy in the relevant European Union member state, including where applicable the guidance and codes of practice issued by the relevant supervisory authority, and/or all applicable analogous privacy laws of other countries;
"Client Data" means personal data of data subjects, such as your employees, associates or partners, that is provided to S&P Global Ratings during the provision by S&P Global Ratings of the Services to you, such as name, job title, name of employer, office email address, office physical  address,  internet  protocol  address, office telephone number and language selection (and excludes special categories of personal data);
"Data" means Analytical Data and Client Data;
"Permitted Purpose" means processing:
by employees, officers, consultants, agents and advisors of S&P Global  Ratings  or  its affiliates of Data: (i) to provide ratings and other products and services (the "Services") to you, (ii) to communicate with you regarding the Services that may be of interest to you, (iii) as described in the S&P Global Ratings' Use of Information section of the Agreement and (iv) as otherwise permitted in the Agreement;
of personal data by you to access and use the  Services;
"Standard Contractual Clauses" means standard contractual clauses (adopted by European Commission Decision 2004/915/EC on 27 December 2004) for the transfer of personal data from controllers in the EU to controllers in jurisdictions outside the European Economic Area, a copy of the current version of which is accessible at: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D09l 5  and  which  shall be deemed incorporated into this Appendix by reference solely for purposes of Clause 8 of this Appendix and within which you are the "Data Exporter" and S&P Global Ratings is the "Data Importer."
Disclosure of data: Each party will only disclose personal data to each other to process strictly for the Permitted Purpose.
Relationship of the parties: Except as  may  be  specifically  otherwise  agreed, the parties  acknowledge that you are a controller of the Data you disclose to S&P Global Ratings and that S&P Global Ratings will process the Data you disclose to S&P Global Ratings as a separate and independent controller strictly for the Permitted Purpose. In no  event will the parties  process  the  Data as  joint  controllers.  Each party shall be individually  and separately responsible for complying with the obligations that apply to it as a controller under Applicable Data       Protection      Law.	Please see our Customer Privacy Policy (available at https://www.spglobal.com/corporate-privacy-policy) 8J1d Cookie Notice (available at https://www.spglobal.com/corporate-privacy-policy/corporate-privacy-and-cookie-notice) for further

1
Ratlngs DPA (08/18)

information regarding how personal data that you provide to S&P Global Ratings in connection with the Services will be used and maintained.
Investigations: Except where and to the extent prohibited by applicable law, each party ("Notifier") will inform the other promptly, and in any event within three (3) business days of, any inquiry, communication, request or complaint relating to Notifier's processing of the personal data transferred to it under this Agreement by the other party which is received from: (i) any governmental, regulatory or supervisory authority,
(ii) any data subject or (iii) any other person or entity alleging unlawful or unauthorized processing.
Use and Restrictions on Use: Notwithstanding the information that you are entitled to  use  from  the Services arid distribute to third parties to the  extent  penp.itted  by  the  Agreement,  you  shall  not distribute or use any personal data to which you have had access when receiving the Services other than for the Permitted Purpose.
Security: The parties shall implement appropriate technical and organisational measures to protect the Data from: (i) accidental, unauthorized or unlawful destruction and (ii) loss, alteration, unauthorised disclosure of or access to the Data.
International Transfers of Data outside the EEA:
This Clause 8 and the Standard Contractual Clauses shall apply only with respect to Data transferred from the European Economic Area ("EEA") to S&P Global Ratings and its affiliates in a territory outside of the EEA, provided that such transfers shall comply with the Standard Contractual Clauses deemed to be incorporated into this Appendix.
S&P Global Ratings may process (or permit to be processed) any Data transferred  from  the  EEA  to  S&P Global Ratings and its affiliates  in  a  territory  outside  of  the  EEA,  provided  that  such  transfers  shall  comply with the Standard Contractual Clauses.  In  applying  and  interpreting  the  Standard  Contractual Clauses, the parties agree that Annex A will apply and Annex B thereto shall be populated as follows:
Data Subjects to whom the personal data relates:
Persons who are employees, officers, contractors, agents or advisors of the Data Exporter and/or of companies affiliated with it who are engaged in the  decision  to  enter  into the Agreement and/or who enter into the Agreement with the Data Importer for the provision of the Data Importer's Services; and
persons in respect of whom the Data Exporter or its agents or advisors have provided  personal data to the Data Importer to enable the Data Importer to provide the Services. ·
Purposes for which the data transfer is made:
The f'ermitted Purpose.
Categories of personal data transferred: Client Data and Analytical Data.
Categories of recipients to whom the personal data is transferred or disclosed:
Employees, officers, consultants, agents and advisors of the Data Importer or its affiliates and third parties, including public bodies, regulators and law enforcers, to the extent S&P Global Ratings is required to disclose Data by contract, regulation, litigation or law.
Sensitive data or categories of sensitive data to b_e transferred (special category personal data): Not applicable.
Contact Point for the Data Importer: RatingsGDPR@<;pglobal.com
The parties agree that the following optional clause to the  Standard  Contractual  Clauses  shall  apply  as between them:
"(I) Each party shall peiform its obligations under these clauses at its own cost."
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. Ratings DPA (08/18)

Survival: This  Appendix  shall  survive  termination  or  expiry  of  the  Agreement.  Upon  termination  or expiry of the Agreement, S&P Global Ratings may continue to process the Data, provided that such processing complies with the requirements of this Appendix and Applicable Data Protection Law.

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Ratings DPA (08/18)

RESOLUTION 2020-01

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE VILLA PORTOFINO WEST COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS SECURING SPECIAL ASSESSMENT REFUNDING BONDS, SERIES 2020;  AUTHORIZING THE PREPARATION OF AND APPROVING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR A PUBLIC HEARING TO CONSIDER THE ADVISABILITY AND PROPRIETY OF SAID ASSESSMENTS AND THE RELATED IMPROVEMENTS; PROVIDING FOR PUBLICATION OF THIS RESOLUTION; AND PROVIDING AN  EFFECTIVE DATE.

WHEREAS, the Villa Portofino West Community Development District (the "District") has issued its Series 2006A Bonds in the uriginal principal amount of
$4,775,000 for the purpose of constructing and/or acquiring certain public improvements (the "Improvements") as described in the Engineer's Report prepared by Carlos  J. Ballbe, P.A.,  dated  December  1, 2005,  as  revised  January  31,  2006  (the ' 1 Engin eer' s Report"), and as et forth in the plans and specifications available for review at the offices of the District Manager, Governmental Management Services­ South Florida, LLC, located at 5385 N. Nob Hill Rd., Sunrise, FL 33351 and at GMS, Miami office, located at 13155 SW 134th Street, Suite 125, Miami Florida 33186 (collectively, the 1'DistrictOffices"); and

WHEREAS, the District is empowered by Chapters 170, 190 and 197, Florida Statutes, to finance, refinance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and/or maintain the Improvements and to impose, levy and collect the non-ad valorem special assessments (the "Assessments"); and

WHEREAS, the Board of Supervisors of the District (the "Board") previously adopted Resolution 2006-12; Resolution 2006-13, and Resolution 2006-18 (collectively, the "Assessment Resolutions"), in which the Board determined to  construct  and/or acquire the Improvements; and

WHEREAS, the Board adopted Resolution 2006-14 and Resolution 2006-19 authorizing the issuance of special assessment revenue bonds in one or more series, pursuant to which the District issued its Special Assessment Bonds, Series 2006A, in the principal amount of $4,775,000 (the "Series 2006A Bonds"), for the purpose of financing the acquisition and construction of the Improvements, all pursuant to a Master Trust

Indenture and First Supplemental Trust Indenture, dated March 1, 2006, by and between the District and Wells Fargo Bank, National Association, as Trustee; and

WHEREAS, the Board determined previously in the Assessment Resolutions that it was in the best interests of the District, its residents and landowners to pay for all or a portion of the Improvements by imposing, levying, and collecting special assessments pursuant to Chapters 170, 190, and 197, Florida Statutes (the "2006A Debt Assessments"); and

WHEREAS, the Board previously determined in the.Assessment Resolutions that benefits will accrue to the property improved, the amount of those benefits, and that the 2006A Debt Assessments would be made in proportion to the benefits received as set forth in the District's Master Assessment Methodology Report, prepared  by Governmental Management Services-South Florida, LLC, dated December 30, 2005, as amended and supplemented by  the  First  Supplemental  Assessment  Methodology Report dated January 31, 2006, as further supplemented on March 17, 2006; and

WHEREAS, the Board finds and determines that it is in the best interests of the District, its residents and landowners, to refund the Series 2006A Bonds through the issuance of special assessment refunding bonds (the "Series 2020 Bonds"); and

WHEREAS, the Board hereby  declares its intent to allocate additional debt (i.e., in addition to the remaining unpaid par debt of the Series 2006A Bonds to the 211 residential units and 90,000 sq.ft commercial property located within the District boundaries and thereby increase the amount of the special assessment lien imposed thereon; with the amount of the proposed debt assessments  to be  levied by the  District on such residential lots to fund the debt service on the Series  2020 Bonds  (the "2020 Debt Assessments") not to exceed the amount of the 2006A Debt Assessments; and

WHEREAS, based on the Engineer's Report, the Board hereby determines  that the 2020 Debt Assessments to be levied on each residential unit within the District boundaries will not exceed the benefits to each such residential lot.

WHEREAS, the District hereby determines that the 2020 Debt Assessments to be levied will not exceed the benefits to the property so improved.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE VILLA PORTOFINO WEST COMMUNITY DEVELOPMENT DISTRICT, THAT:

The foregoing recitals are hereby incorporated herein by reference and made a part of this Resolution as the findings of fact of the Board.

The 2020 Debt Assessments shall be levied to defray a portion of the  cost of refinancing the Improvements and will replace the 2006A Debt Assessments.

The nature of the District project referenced herein generally consists of the refinancing of the 2006A Improvements, as described more particularly in the Engineer's Report and in the plans and specifications on file in the District Offices, which are all by specific reference incorporated herein and made part hereof.

The general location of the Improvements is within a tract  of  land bounded in the City of Homestead, Miami-Dade County, Florida, particularly described  as being situated South of Southwest 312th Street and West of the Florida Turnpike, as shown on the plans and specifications referred to above.

The estimated cost of the refinancing the District's Series 2006A Bonds, including the pay-off amount for the Series 2006A Bonds and the financing-related costs of issuing the District's new Series 2020 Bonds is approximately $3,815,000 (hereinafter referred to as the "Estimated Cost").

The 2020 Debt Assessments will defray approximately $3,815,000, which includes the Estimated Cost, which amount includes financing-related and re-financing related costs, capitalized interest, debt service reserve and contingency.

The manner in which the 2020 Debt Assessments shall be apportioned and paid is contained with the Preliminary Second Supplemental Assessment Methodology Report for the Series 2020 Special Assessment Refunding Bonds of the Villa Portofino West Community Development District, prepared by Governmental Management Services-South Florida, LLC, dated December 16, 2019 (the "Methodology Report"), a copy of which is attached to this Resolution and made a part hereof as Exhibit A and which is on file at the District Offices.

. The 2020 Debt Assessments shall be levied in accordance with the Methodology Report on all Jots and lands within the District which are adjoining and contiguous or bounding and abutting upon the Improvements or specially benefited thereby and further designated by the Assessment Plat (as hereinafter defined), which Assessment Plat is on file at the District Offices.

The District Manager is hereby authorized and directed to cause  to  be made a preliminary assessment roll, as promptly as possible, which shall show the lots  and lands assessed, the amount of benefit to and the 2020 Debt Assessment against each lot or parcel of land and the remaining number of annual installments  into which  the 2020 Debt  Assessments  are divided (the"Assessment Plat").	·

Any provision of this Resolution to the contrary notwithstanding, the amount of the 2006A Debt Assessments shall remain in full force and effect as the maximum amount of the 2020 Debt Assessments. The actual amount of the initial 2020 Debt Assessments will be less than the amount of 2006A Debt Assessments, and in no event will the 2020 Debt Assessments exceed the amount of the 2007 Debt Assessments.

Upon completion of the revised preliminary assessment roll,  the Board shall adopt a subsequent resolution to fix a time and place at which the owners  of property to be assessed or any other persons interested therein may appear before the Board and be heard as to the propriety and advisability  of  the 2020 Debt Assessments, the manner of payment therefor or the amount thereof to be ass ssed against  each  property as improved; and to authorize such notice and publications of same as may be required by Chapter 170, Florida Statutes, or other applicable law.

12: Pursuant to Section 170.05, Florida Statutes, the District Manager is hereby directed to cause this Resolution to be published twice in a newspaper of general circulation within Miami-Dade County, Florida.

If any Section or part of a Section of this Resolution be declared invalid or unconstitutional, the validity, force and effect of any other Section or part of a Section of this Resolution shall not thereby be affected or impaired unless it clearly appears  that such other Section or part of a Section of this Resolution is wholly or necessarily dependent upon the Section or part of a Section so held  to  be  invalid  or unconstitutional.

In the event of a conflict between the provisions of this Resolution and the provisions of any other resolution of the District, the provisions of this Resolution shall prevail.

This Resolution shall become effective upon its adoption.

PASSED AND ADOPTED this  	daof 	2020.

VILLA PORTOFINO WEST COMMUNITY DEVELOPMENT DISTRICT
By:

ChairmanNice Chairman
ATTEST:

Secretary / Assistant Secretary

Attachments:

Exhibit A, Preliminary Second Supplemental Assessment Methodology Report dated December 16, 2019

RESOLUTION 2020-02

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE VILLA PORTOFINO WEST COMMUNITY DEVELOPMENT  DISTRICT  SETTING A PUBLIC HEARING FOR THE PURPOSE OF RECEIVING PUBLIC COMMENT ON THE LEVY OF NON AD VALOREM SPECIAL ASSESSMENTS ON CERTAIN PROPERTY WITHIN  THE  BOUNDARIES OF THE DISTRICT PURSUANT TO CHAPTERS 170, F.S., 190, F.S, AND 197, F.S.

WHEREAS, the Board of Supervisors ("Board") of the Villa Portofino West Community Development District (District) has adopted Resolution 2020-01,. (the "Initial Assessment Resolution"), for implementing the limits, definitions, purpose, intent, location, nature and estimated cost of those improvements to be partially defrayed by certain non ad valorem special assessments on certain benefited properties within the boundaries of the District; and

WHEREAS, the Initial Assessment Resolution for implementing the limits, definitions, purpose, intent, location, nature and estimated cost of refinancing of  the  District's  Series 2006A Bonds issued in the original amount of $4,775,000, all of which is to be partially defrayed by certain non-ad valorem special  assessments  on  certain  benefited  properties within the boundaries of the District; and

WHEREAS, the Initial Assessment Resolution provides for the portion of the estimated cost of refinancing the District's Series 2006A Bonds and financing the Improvements to be defrayed by the non-ad valorem special assessments and provides further for the manner in which such assessments shall be levied, when the levy shall occur, and setting forth and designating the lands upon which the assessment shall be levied, providing for an assessment plat, the preparation of a preliminary assessment roll, and related matters; and

WHEREAS, the Initial Assessment Resolution further  provides for notice and conduct  of a public hearing (the "Public Hearing") to consider the advisability and propriety of the non-ad valorem special assessments and the related infrastructure improvements; and

WHEREAS, pursuant to the Initial Assessment Resolution, the Preliminary Second Supplemental Assessment Methodology Report for the Series 2020 Special Assessment Refunding Bonds of the Villa Portofino West Community Development District, dated December 16, 2019 (the "Methodology Report"), which includes a preliminary assessment roll, has been prepared and all of the conditions precedent (as set forth in applicable provisions of Chapters 170, F.S., 190, F.S. and 197, F.S. pertaining to the notice and conduct of the aforementioned Public Hearing) have been satisfied, and all related documents are available for public inspec?on at the offices of the District Manager located at 5385 N. Nob Hill Rd., Sunrise, FL 33351 and at GMS, Miami office, located at 13155 SW 134th Street, Suite 125, Miami Florida 33186 (collectively, the "District Offices'}

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE VILLA PORTOFINO WEST COMMUNITY DEVELOPMENT DISTRICT, THAT:

Board.

The foregoing recitals are hereby incorporated as the findings of fact of the

There is hereby declared a public hearing to be held on 	_, 2020,

at  	.Mat.1031 Ives Dairy Rd., Suite 228, Miami, Florida, for the purpose of hearing

questions, comments and objections to the proposed non ad valorem special assessments and the related infrastructure improvements as described in the preliminary assessment roll, a copy of which is available for public inspection at the District Offices.
Affected persons may either appear at that hearing or, prior to the meeting submit their written comments to the District Manager at the District Offices.

Notice (substantially in the.form attached hereto as Exhibit A) of said hearing shall be advertised in accordance with Chapters 170, 190, and 197, Florida Statutes, and the District Manager is hereby authorized and  directed  to  place said notice in a newspaper of  general circulation  within Miami-Dade  County (by two publications one week apart with the last publication at least one week prior to the date of the hearing established herein). The "not to exceed" amount for the annual assessments to be stated in said Notice shall be taken from the District's Methodology Report which is incorporated by reference as part of this Resolution and on file in the District Offices. The District Manager shall file a publisher's affidavit with the District Secretary verifying such publication of notice. The District Manager is further authorized and directed to give thirty
(30) days written notice by mail of the time and place of this hearing to the owners of all property to be assessed and  to include  in such notice  the amount of the assessment for each such property owner, a description of the areas to be improved, and notice that information concerning all assessments.

This Resolution shall take effect immediately upon its adoption.

PASSED  AND ADOPTED this 	day of 	2020.

VILLA PORTOFINO WEST COMMUNITY DEVELOPMENT DISTRICT
By:

ChairmanNice Chairman
ATTEST:

Secretary / Assistant Secretary

EXHIBIT A

NOTICE OF PUBLIC HEARING RELATING TO PUBLIC IMPROVEMENTS AND LEVY OF NON AD VALOREM ASSESSMENTS

The Villa Portofino West Community Development District Board of Supervisors ("Board") will hold a public hearing on ------- 2020, at _ _ _ .M. at 1031 Ives Dairy Rd., Suite 228, Miami, Florida, to consider the adoption of an assessment roll and the imposition of special assessments (the "2020 Debt Assessments" to finance, refinance, and secure certain public improvements (the "Improvements") of the Villa Portofino West Community Development District (the "District"), as described in the Engineer's Report prepared by Carlos Ballbe, P.A., dated December 1, 2005, as revised January 31, 2006 ("Engineer's Report"). The Board will consider the levy and imposition of the 2020 Debt Assessments on certain benefited properties within the District (the "Benefitted Property"), a depiction of which Benefitted Property is shown below, and to provide for the levy, collection and enforcement of the assessments.

The Board previously levied special assessments on the Benefitted Property in 2006 to fund the debt service on the District's Series 2006A Bonds which were issued to fund the cost of the Improvements (the "2006A Debt Assessments"). The Board is now considering refunding the Series 2006A Bonds through the· issuance of special assessment refunding bonds (the "Series 2020 Bonds"). The 2020 Debt Assessments will replace the 2006A Debt Assessments and be in an amount that is less than the amount of the 2006A Debt Assessments. However, the issuance of the Series 2020 Bonds will result in an increase in the par. amount of debt allocated to each residential unit of the Benefitted Property within the District boundaries over the remaining par amount of debt allocated to each such lot under the Series 2006A Bonds; thus, new assessment proceedings are being held under Florida law.

The public hearing will be conducted pursuant to Chapters 170, 190 and 197, Florida Statutes. Developable areas within the District (as shown below) will be improved. The District will conduct a public hearing to levy special assessment against certain properties within the boundaries of the District which are bounded in the City of Homestead, Miami-Dade County, Florida, particularly described as being situated So-µth of Southwest 312th  Street and West of the Florida Turnpike. A description of the property to be assessed, the nature of the improvements proposed, as described in the Engineer's Report, and the amount to be.

assessed to each piece or parcel of property may be reviewed at the District Offices or by contacting the District Manager's Office at 954-721-8681.

The District intends to impose assessments on benefited lands within the District in the manner set forth in the District's Preliminary Second Supplemental Assessment Methodology Report , dated December 16, 2019 ("Assessment Methodology"), which is available to the public at the address provided above. Property will be assessed in the principal not to

exceed  amount  of  $ 	

for  the  Townhomes  and  $ 	

per sq.ft. for the

commercial  property in the manner  described  in the Assessment Methodology.	The total amount  to  be levied against benefited  lands  within  the District  is $ 		 exclusive of fees and costs of collection or enforcement, discounts for early payment and the annual interest costs. The assessments may be prepaid in whole in some instances or may be paid in not more than seventeen (17) annual installments since the 2006A Debt Assessments were levied, excluding any capitalized interest period, subsequent to the issuance of debt to finance the improvements. These annual assessments will be collected on the Miami-Dade County tax roll by the Tax Collector. Alternatively, the District may choose to directly collect and enforce these assessments.

The District also intends to levy and collect assessments on property within the District to  cover the operation and maintenance of  the  District's  improvements.  Such  annual assessments will also be collected on the Miami-Dade County tax roll by the Tax Collector. Alternatively, the District may choose to directly collect and enforce these assessments.

All affected property owners have the right to appear at the public hearing and the right to file written objections with the District within twenty (20) days of the publication of this notice.

Pursuant to the provisions of the Americans with Disabilities Act,  any  person  requiring special accommodations to participate in this heariri.g and meeting is asked to contact the District Office at 954-721-8681 at least five calendar days prior to the hearing and meeting. If you are hearing or speech impaired, please contact the Florida Relay Service at 1-800-955- 8770, for aid in contacting the District Office.

There may be occasions when one or more Supervisors will participate by phone. At the above referenced location, a speaker phone will be available so that any interested person may attend the meeting and be fully informed of the discussions taking place either in person or by telephone communication.

If anyone chooses to appeal any decision of the Board with respect to any matter considered at the hearing or at the meeting, such person will need a record of the proceedings and should accordingly ensure that a verbatim record of the proceedings is made, which includes

the testimony and evidence upon which such appeal is to be based. The public hearing may be continued to a date and time certain that will be announced at the hearing.

Luis Hernandez District Manager

Proposed Budget
Fiscal Year 2021

Villa Portofino West Community Development District

February 24, 2020

Villa Portofino West
Community  Development District

TABLE OF CONTENTS

General Fund Budget Narrative

Page 1
Page 2-3

Debt Service Fund Series 2006 Budget
Amortization Schedule - 2006

Page 4
Page 5

Villa Portofino West
Community Development District	General Fund

	Adopted
Budget		Actual
Thru		Projected
Next		Total
Projected		Proposed
Budget		
Description		FY 2020		12/31/2019		9 Months		9/30/2020		FY 2021		

Revenues												

Maintenance Assessments	$84,830	$74,975	
$9,855	
$84,830	
$84,830		
Interest Income	$1,000	$1,262	$250	$1,512	$1,000		
Total Revenues	$85,830		$76,237	$10,105	$86,342	$85,830		

Expenditures

Administrative		
Engineering	$5,000	$1,170	$3,830	$5,000	$5,000	
Dissemination	$2,500	$625	$1,875	$2,500	$2,500	
Assessment Roll	$2,000	$2,000	$0	$2,000	$2,000	
Attorney	$12,000	$2,163	$9,837	$12,000	$12,000	
Annual Audit	$3,900	$3,800	$0	$3,800	$4,100	
Trustee Fees	$3,000	$0	$3,000	$3,000	$3,000	
Management Fees	$33,418	$8,354	$25,063	$33,418	$33,418	
Computer Time	$1,000	$250	$750	$1,000	$1,000	
Website Complaince	$1,000	$250	$750	$1,000	$1,000	
Telephone	$50	$0	$50	$50	$50	
Postage	$75	$4	$71	$75	$75	
Rentals & Leases	$2,400	$600	$1,800	$2,400	$2,400	
Insurance	$6,646	$6,193	$0	$6,193	$6,646	
Printing & Binding	$250	$178	$250	$428	$500	
Legal Advertising	$620	$0	$620	$620	$620	
Other Current Charges	$350	$251	$749	$1,000	$1,000	
Office Supplies	$50	$24	$26	$50	$50	
Dues, Licenses & Subscriptions	$175	$175	$0	$175	$175	
Capital Outlay	$250	$0	$250	$250	$250	
First Quarter Operating	$11,146	$0	$11,146	$11,146	$10,046	
Total Administrative	$85,830		$26,037	$60,067	$86,105	$85,830	

Assigned Fund Balance	$0	$50,200	($49,963)	$237	$0

Type	
Units/Sq Ft	
FY 2020	
FY 2021	
Gross Amount	
Residential (TH)	211 Units	$329.36	$329.36	$69,494.96	
Commercial	90,000 Sq. Ft.	$0.22	$0.22	$19,800.00	
Total Gross				$89,294.96	
Disc. & Collecitons	5%			$4,464.75	
Total Net				$84,830.21	

REVENUES:

Maintenance Assessments
The District will levy a Maintenance Assessment on all assessable property within the District.

Interest Income
The District will have all excess funds invested with the State Board of Administration. The Amount is based upon the estimated average balance of funds available during the fiscal year.

EXPENDITURES:

Administrative

Engineering Fees
The District's engineer will be providing general engineering services to the District, i.e. attendance and  preparation for monthly board meetings, review invoices, and various projects assigned as directed by the board of supervisors.

Dissemination Agent
The Annual Disclosure Report required is by the Security and Exchange Commission in order to comply with Rule 15(c) (2)-12(b) (5), which relates to additional reporting requirements for un-rated bond issues.

Assessment Roll
The District has contracted with GMS, LLC for the certifications of the District's annual maintenance and debt service assessments to the Miami Dade Tax Collector.

Attorney
The District's legal counsel will be providing general legal services to the District, i.e. attendance and preparation for monthly meetings, review operating & maintenance contracts, agreements, etc.

Annual Audit
The District is required by Florida Statute to arrange for an annual audit of its financial records by an independent certified public accounting firm.

Trustee Fees
The District's Series 2006A, Special Assessment Bonds are held by a Trustee with Wells Fargo Bank, N.A.	The amount represents the fee for the administration of the District's bond issue.

Management Fees
The District receives Management, Accounting and Administrative services as part of a Management Agreement  with Governmental Management Services-South Florida, LLC. These services are further outlined in Exhibit "A" of the Management Agreement.

Computer Time
The District processes all its financial activities, i.e. accounts payable, financial statements, etc.  on  a mainframe  computer leased by Governmental Management Services - South Florida, LLC.

Website Compliance
Per Section 189.069 F.S., all District must have a website by October 1, 2015 to provide detailed information on the COD as well as links to useful websites regarding Compliance issues. This website will be maintained by GMS-SF, LLC and updated as  required  by the Statute.

Telephone
This category includes all charges relating to telephone calls, conference calls, and faxes made to and on behalf of the District.

Postage
Mailing of agenda packages, overnight deliveries, correspondence, etc.

Rental & Leases
The District will be charged $200 per month for office rent from Governmental Management Services - South Florida, LLC, for the District's administrative office located in Fort Lauderdale.

Insurance
The District's General Liability & Public Officials Liability Insurance policy is with Florida Insurance Alliance an insurance company that specializes in providing insurance coverage to governmental agencies. The amount is based on prior year's cost.

Printing & Binding
This category includes expenses relating to the printing and binding of agenda packages for board meetings, accounts payable checks, stationary, envelopes, photocopies, etc.

Legal Advertising
The District is required to advertise various notices for board meetings, public hearings, etc. in a newspaper of general circulation.

Other Current Charges
Bank charges and any other miscellaneous expenses incurred during the year.

Office Supplies
Miscellaneous office supplies.

Dues, Licenses & Subscriptions
The District is required to pay an annual fee to the Department of Economic Opportunity for $175. This is the only expense under this category for the District.

Capital Outlay
Represents any minor capital expenditures the District may need to make during the Fiscal Year such as a file cabinet for District files.

First Quarter Operating
Represents funds needed for 1st Quarter Operating of the next Fiscal Year, prior to the collection of Maintenance  Assessments  from the Tax Collector.

Villa Portofino West
Community Development District	Debt Service Fund
Series 2006

	Adopted
Budget	Actual
Thru	Projected
Next	Total
Projected	Proposed
Budget	
Description	FY 2020	12/31/2019	9 Months	9/30/2020	FY 2021	

Revenues						
Assessments	$322,653	$285,170	$0	$285,170	$322,653	
Interest Income	$1,500	$1,427	$150	$1,577	$1,500	
Carry Foiward Surplus	$355,503	$230,966	$0	$230,966	$196,176	
Total Revenues	$679,656	$517,563	$150	$517,713	$520,329	

Expenditures						
Series 2006A						
Interest 11/1	$95,498	$95,498	$0	$95,498	$92,020	
Interest - 5/1	$95,498	$0	$95,498	$95,498	$92,020	
Principal - 5/1	$130,000	$0	$130,000	$130,000	$140,000	
Total Expenditures	$320,995	$95,498	$225,498	$320,995	$324,040	

Other Financing Sources/(Uses)						
lnterfund Transfer ln/(Out)	$0	($542)	$0	($542)	$0	
Total Financing Sources/(Uses)	 	$0		($542)	 	$0	($542)	$0 	
Excess Revenues/(Expenditures)	$358,661	$421,524	($225,348)	$196,176	$196,289	

Carry foiward surplus is net of the reserve requirement	11/2021 Interest	$88,275

Type	Units/Sq Ft	Per Unit *	Amount	
Residential	211 Units	$1,187.37	$250,535.07	
Commercial	90,000 Sq. Ft.	$0.99	$89,100.00	
Total Gross			$339,635.07	
Disc. & Collections	5%		$16,981.75	
Total Net			$322,653.32	

Villa Portofino West	Amortization Schedule
Community Development District	Series 2006A,  Special Assessment Bonds

DATE	BALANCE	RATE	PRINCIPAL	INTEREST	TOTAL	

11/1/2018	
$	3,695,000.00	
5.35%	
$	
$	98,841.25	
$	320,892.50	
5/1/2019	$	3,695,000.00	5.35%	$	125,000.00	$	98,841.25		
11/1/2019	$	3,570,000.00	5.35%	$	$	95,497.50	$	319,338.75	
5/1/2020	$	3,570,000.00	5.35%	$	130,000.00	$	95,497.50		
11/1/2020	$	3,440,000.00	5.35%	$	$	92,020.00	$	317,517.50	
5/1/2021	$	3,440,000.00	5.35%	$	140,000.00	$	92,020.00		
11/1/2021	$	3,300,000.00	5.35%	$	$	88,275.00	$	320,295.00	
5/1/2022	$	3,300,000.00	5.35%	$	145,000.00	$	88,275.00		
11/1/2022	$	3,155,000.00	5.35%	$	$	84,396.25	$	317,671.25	
5/1/2023	$	3,155,000.00	5.35%	$	155,000.00	$	84,396.25		
11/1/2023	$	3,000,000.00	5.35%	$	$	80,250.00	$	319,646 .25	
5/1/2024	$	3,000,000.00	5.35%	$	165,000.00	$	80,250.00		
11/1/2024	$	2,835,000.00	5.35%	$	$	75,836.25	$	321,086.25	
5/1/2025	$	2,835,000.00	5.35%	$	175,000.00	$	75,836.25		
11/1/2025	$	2,660,000.00	5.35%	$	$	71,155.00	$	321,991.25	
5/1/2026	$	2,660,000.00	5.35%	$	180,000.00	$	71,155.00		
11/1/2026	$	2,480,000.00	5.35%	$	$	66,340.00	$	317,495.00	
5/1/2027	$	2,480,000.00	5.35%	$	195,000.00	$	66,340.00		
11/1/2027	$	2,285,000.00	5.35%	$	$	61,123.75	$	322,463.75	
5/1/2028	$	2,285,000.00	5.35%	$	205,000.00	$	61,123.75		
11/1/2028	$	2,080,000.00	5.35%	$	$	55,640.00	$	321,763.75	
5/1/2029	$	2,080,000.00	5.35%	$	215,000.00	$	55,640.00		
11/1/2029	$	1,865,000.00	5.35%	$	$	49,888.75	$	320,528.75	
5/1/2030	$	1,865,000.00	5.35%	$	225,000.00	$	49,888.75		
11/1/2030	$	1,640,000.00	5.35%	$	$	43,870.00	$	318,758.75	
5/1/2031	$	1,640,000.00	5.35%	$	240,000.00	$	43,870.00		
11/1/2031	$	1,400,000.00	5.35%	$	$	37,450.00	$	321,320.00	
5/1/2032	$	1,400,000.00	5.35%	$	250,000.00	$	37,450.00		
11/1/2032	$	1,150,000.00	5.35%	$	$	30,762.50	$	318,212.50	
5/1/2033	$	1,150,000.00	5.35%	$	265,000.00	$	30,762.50		
11/1/203 3	$	885,000.00	5.35%	$	$	23,673.75	$	319,4 36.25	
5/1/2034	$	885,000.00	5.35%	$	280,000.00	$	23,673.75		
11/1/2034	$	605,000.00	5.35%	$	$	16,183.75	$	319,857.50	
5/1/2035	$	605,000.00	5.35%	$	295,000.00	$	16,183.75		
11/1/2035	$	310,000.00	5.35%	$	$	8,292.50	$	319,476.25	
4/30/2036	$	310,000.00	5.35%	$	310,000.00	$	8,292.50	$	318,292.50	
 	Total		 	$	3,695,000.00	$	2,158,992.50	$	6,076,043.75 

RESOLUTION 2020-03

A RESOLUTION OF THE VILLA PORTOFINO WEST COMMUNITY DEVELOPMENT DISTRICT APPROVING THE DISTRICT'S  PROPOSED BUDGET FOR FISCAL YEAR 2021 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW

and

WHEREAS, the District Manager has prepared the proposed budget for the Fiscal Year 2021;

WHEREAS, the Board of Supervisors approves the proposed budget for purpose of  submitting said budget to the local governing authorities not less than 60 days prior to the public hearing date in accordance with Chapter 190.00S(b), Florida Statutes: and

WHEREAS, the Board of Supervisors desires to set the public hearing date;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE VILLA PORTOFINO WEST COMMUNITY DEVELOPMENT DISTRICT:

The proposed budget for Fiscal Year 2021 is hereby approved for the purpose of conducting a public hearing to adopt said budget.

A public hearing on said approved budget is hereby declared and set for the following date, hour and place:

Date:	 Hour:	 Place:      	

Notice of public hearing shall be published in accordance with Florida Law. Adopted this  	dayf 	2020
ChairmanNice Chairman
Secretary/Assistant Secretary

NOTICE OF QUALIFYING PERIOD FOR CANDIDATES FOR THE BOARD OF SUPERVISORS OF THE
VILLA PORTOFINO WEST COMMUNITY DEVELOPMENT DISTRICT

Notice is hereby given that the qualifying period for candidates for the office of Supervisor of the Villa Portofino West Community Development District will commence at noon of June 8, 2020 and close at noon on June 12, 2020. Candidates must qualify for the office of Supervisor with the Miami - Dade Supervisor of Elections located at 2700 NW .87 Avenue, Doral, Florida 33172 and the telephone number is 305-499-8683 / 305-499-8410. All candidates shall qualify for individual seats in accordance with section 99.061, Florida Statutes, and must also be qualified electors of the District. A qualified elector is any person at least 18 years of age who is a citizen of the United States, a legal resident of the State of Florida and of the District, and who is registered to vote with the Miami-Dade County Supervisor of Elections. Campaigns shall be conducted in accordance  with Chapter 106, Florida Statutes.

The Villa Portofino West Community Development District has two seats up for election, specifically seat #1, and seat #2. Each seat carries a four-year term of office. Elections are nonpartisan and will be held at the same time as the general election on November 3, 2020, in the manner prescribed by law for general elections.

For additional information, please contact the Miami-Dade County Supervisor of Elections.

Villa Portofino West Community Development District Engineer's Annual Report

PREPARED FOR:

VILLA PORTOFINO WEST
Community Development District

PREPARED BY:

t{	
_G	'-R_O_U_J;.

HSQ GROUP INC.
1001 Yamato  Rd, Suite 105
Suite #340
Boca Raton, FL 33486 PHONE: (561) 392-0221
FAX: (561) 392-6458
hsqgroupinc.com

(January 2020)
This report is for FY 2019

TABLE OF CONTENTS
Introduction	1
Purpose, Landscape areas, hardscape areas,
Sewer System, Water Distribution, Roadway, Drainage	2
Conclusion and recommendations
3

Introduction

Villa Portofino West Community Development District (VPW COD) is located in the City of Homestead, Florida at the south side of Campbell Drive, just west of Florida's Turnpike as shown below.

VPW consists of 4.11 acres commercial parcel and 18.1 acres residential parcel with a total of
acres. The two parcels are separated by South Florida Water Management District canal C-103, as shown below.

.D. e.OUHDAP.'/ 11 yµ,1

OWNERSffiP AND MAINTENANCE SCHEDULE

Reauired Improvement	OWnershin	Maintenance	
Residential Parcel CM1pbell Drive median opening	Miami-Dade County	Miami-Dade County	
Plaza Campbell Drive WB turn Jane	Miami-D.ade County	Miami-Dade County	
Resid tial Pai:cel hles	District	District	
Residential Parcel & Plaza water distribution and sewage collection system	

City of Homestead	

CityofBomestead	
Landscape buffers	District	District	
Residential Parcel & Plaza drainage system, paving and related work,
common .u-eas features	

District	

District	
Main entry features	District	District	
Residential pods entry features	District	District	

Purpose

The purpose of this annual report is to visually observe the properties owned by the VPW COD and report findings to the Board with recommendations.

A field observation was conducted on 11/22/2019 for the COD owned properties which included drainage system, water and sewer system and landscaped areas.

Landscaped areas

The common areas and the landscape buffer seem to be in good condition at the time of the field visit.

Hardscape areas

Some break pavers are displaced from the original position. Those areas need to fixed and previous recommendations of the Engineer's report should also be implemented

Sewer system

The sewer manholes seem to be in working condition, no evidence of problems with the sewer system at the time of the visit. The City of Homestead is the maintaining agency of the sewer system including the lift station that is located within the residential area.

We talked to the City of Homestead concerning the existing lift stations at both VPW Commercial and VPW Residential. The city has no issues to report.

Water distribution:

No evidence of problems.

Roadway:

Visual observations were conducted for roadway components within the right of way such as the brick pavers, curbs, drainage inlets, landscaping, street lights etc. Please refer to the 2015 Engineer's Report recommendations.

Drainage system:

The drainage system seems to function properly. However, cleaning the drainage inlets is needed to maintain proper drainage for the COD.

Conclusion and Recommendations

The inspection of the drainage inlets show that cleaning is needed to  avoid clogging the existing exfiltration pipes attached to inlets.

Valley gutters need to be repaired, see pictures below

Fix the gutter slope at some inlets to avoid water ponding which can cause pavement deterioration

Ponding in the VPW commercial as shown in the picture. This could deteriorate the avement.

Previous Engineer's Report recommendations must be implemented.

Villa Portofino West
Community Development District

Check Register Summary 12/1/2019 - 1/31/2020 ·

Check Date	Check #'s	Total Amount	
12/6/2019	655-656	$	7,924.54	
12/9/2019	657	$	28,535.17	
1/14/2020	658-661	$	264,033.75	
Total		$	300,493.46	

AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER
***  CHECK DATES 12/01/2019 - 01/31/2020 ***	VPW - GENERAL FUND
BANK A VILLA PORTOFINO WEST

RUN	2/03/20	PAGE	1

CHECK VEND#	.....INVOICE........EXPENSED TO...		VENDOR NAME DATE		DATE	INVOICE	YRMO  DPT ACCT# SUB	SUBCLASS

12/06/19	00007	10/31/19	

12/06/19	
00001	
11/01/19	
		11/01/19	

159238	201910 310-51300-31500
SERVICE THRU 10/31/2019

STATUS

*

AMOUNT	....CHECK.....
AMOUNT	#
948.00

11/01/19
11/01/19
11/01/19

181
NOV 181
NOV 181
NOV 181
NOV 181
NOV

BILLING COCHRAN LYLES MAURO &
201911 310-51300-34000
2019 MGMT FEES
201911 310-51300-44000
2019 RENT
201911 310-51300-35100
2019 COMPUTER TIME
201911 310-51300-31300
2019 DISSEMINATION
201911 310-51300-35110

11/01/19	181	201911 310-51300-51000
NOV 2019 OFFICE SUPPLIES	*	7.50	
11/01/19	181	201911 310-51300-42000	*	.92	
11/01/19	NOV 2019 POSTAGE
181	201911 310-51300-42500
NOV 2019 COPIES	*	59.80	
11/01/19	181	201911 310-51300-49000
NOV 2019 CONFERENCE ROOM	*	23.54	
12/01/19	182	201912 310-51300-34000
DEC 2019 MGMT FEES	*	2,784.83	
12/01/19	182	201912 310-51300-44000
DEC 2019 RENT	*	200.00	
12/01/19	182	201912 310-51300-35100	*	83.33	

2019 WEB ADM

948.00 000655

- - -	-

-   -   -  -  -	- - - - - -
*	2,784.83
*	200.00
*	83.33
*	208.33
*	83.33

12/01/19
12/01/19
12/01/19
12/01/19
12/01/19
12/01/19

DEC 182
DEC 182
DEC 182
DEC 182
DEC 182
DEC 182
DEC

2019 COMPUTER TIME
201912 310-51300-31300
2019 DISSEMINATION
201912 310-51300-35110
2019 WEB ADM
201912 310-51300-51000
2019 OFFICE SUPPLIES
201912 310-51300-42000
2019 POSTAGE
201912 310-51300-42500
2019 COPIES
201912 310-51300-49000
2019 CONFERENCE ROOM

*	208.33
*	83.33
*	13.48
*	1.38
*	103.20
*	47.08

12/09/19 00012

GOVERNMENTAL MANAGEMENT SERVICES -
12/09/19 12092019 201912 300-20700-10100
TXFER TAX RCPTS 12/9/19

6,976.54 000656

-	- -

-   -   -   -	- - - - - - - -
*	28,535.17

VILLA PORTOFINO WEST	28,535.17 000657

VPW	VILLA PORT W	MPHILLIPS

AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER
***   CHECK DATES 12/01/2019 - 01/31/2020 ***	VPW - GENERAL FUND
BANK A VILLA PORTOFINO WEST

RUN 2/03/20	PAGE	2

CHECK VEND#	.....INVOICE........EXPENSED TO...		VENDOR NAME DATE		DATE	INVOICE	YRMO  DPT ACCT# SUB	SUBCLASS
1/14/20 00007 11/30/19 159790	201911 310-51300-31500
SVC THRU 11/30/19

STATUS

*

AMOUNT	....CHECK.....
AMOUNT	#
607.50

- - - - - - - - - - - - -
1/14/20 00001	1/01/20 183

BILLING COCHRAN LYLES MAURO &
202001 310-51300-34000

-   -    -   -    -   -   -   -   -
*	2,784.83

607.50 000658

- - - -

- -

JAN 20 - MANAGEMENT FEES

1/01/20 183

202001 310-51300-44000

*	200.00

JAN 20 - RENT

1/01/20 183

202001 310-51300-35100

*	83.33

JAN 20 - COMPUTER TIME

1/01/20 183

202001 310-51300-31300

*	208.33

JAN 20 - DISSEMINATION

1/01/20 183

202001 310-51300-35110

*	83.33

JAN 20 - WEBSITE ADM

1/01/20 183

202001 310-51300-51000

*	7.50

JAN 20 - SUPPLLIES

1/01/20 183

202001 310-51300-42000

*	.so

JAN 20 - POSTAGE

1/01/20 183

202001 310-51300-42500

*	111.60

JAN 20 - COPIES

1/01/20 183

202001 310-51300-49000

*	11.77

JAN 20 - MEETING ROOM

GOVERNMENTAL MANAGEMENT SERVICES -

- - - - - - -

3,491.19 000659

- -

- - - - - -

1/14/20 00011 12/02/19 18917	201912 310-51300-32200
AUDIT FYE 9/30/2019
GRAU & ASSOCIATES
1/14/20 00012	1/14/20 01142020 202001 300-20700-10100
TXFER TAX RCPTS 1/14/2020

*	3,300.00

- -	-	- - -

3,300.00 000660
-  -	- - - - - - -
*	256,635.06

VILLA PORTOFINO WEST	256,635.06 000661

TOTAL	FOR BANK A	300,493.46	
TOTAL	FOR REGISTER	300,493.46	

VPW	VILLA PORT W	MPHILLIPS

BALANCE SHEET
December 31, 2019

Non-Major
 	Major Funds	Fund		Total
	
General	Debt
Service		Capital Projects	Governmental
 	Funds		
ASSETS:					
Cash	$371,109			$371,109	
Investments:					
Reserve		$124,765		$124,765	
Interest		$38		$38	
Revenue		$164,830		$164,830	
Sinking		$21		$21	
Construction			$74,408	$74,408	
State Board of Administration	$261,906			$261,906	
Due from General		$256,635		$256,635	
TOTAL ASSETS	$633,015	$546,288	$74,408	$1,253,711	
LIABILITIES:			
Accounts Payable	$4,515	$4,515	
Due to Debt Service	$256,635	$256,635	
FUND BALANCES:				

Restricted for Debt Service		
$546,288		
$546,288	
Restricted for Capital Projects			$74,408	$74,408	
Unassigned	$371,865			$371,865	
TOTAL LIABILITIES & FUND BALANCES	 	$633,015 	 	$546,288 	 	$74,408 	 	$1,253,711 	

GENERAL FUND
Statement of Revenues, Expenditures and Changes in Fund Balance For the Period Ended December 31, 2019

	Adopted			Prorated Budget		Actual		
Description			Budget			Thru 12/31/19		Thru 12/31/19			Variance		

Revenues													
Maintenance Assessments			$84,830			$74,975		$74,975			$0		
Interest Income			$1,000			$250		$1,262			$1,012		
Total Revenues			$85,830			$75,225		$76,237			$1,012		
Expenditures													
Administrative:													
Engineering			$5,000			$1,250		$0			$1,250		
Dissemination			$2,500			$625		$625			$0		
Assessment Roll			$2,000			$2,000		$2,000			$0		
Attorney			$12,000			$3,000		$2,163			$837		
Auditing			$3,900			$3,900		$3,800			$100		
Trustee Fees			$3,000			$0		$0			$0		
Management Fees			$33,418			$8,355		$8,354			$0		
Computer Time			$1,000			$250		$250			$0		
Website Compliance			$1,000			$250		$250			$0		
Telephone			$50			$13		$0			$13		
Postage			$75			$19		$4			$14		
Rentals and Leases			$2,400			$600		$600			$0		
Insurance			$6,646			$6,646		$6,193			$453		
Printing & Binding			$250			$63		$178			($116)		
Legal Advertising			$620			$155		$0			$155		
Other Current Charges			$350			$88		$251			($163)		
Office Supplies			$50			$13		$24			($11)		
Dues, Licenses & Subscriptions			$175			$175		$175			$0		
Capital Outlay			$250			$63		$0			$63		
Operating Reserve			$11,146			$2,787		$0			$2,787		
Total Expenditures			$85,830			$30,248		$24,867			$5,381		

Excess (deficiency) of revenues													
over (under) expenditures			$0·			$44,977		$51,370			$6,393		

Fund Balance - Beginning			
$0					
$320,495					
Fund Balance - Ending			$0					$371,865					

		Adopted			Prorated Budget		Actual		
	Description	Budget			Thru 12/31/19		Thru 12/31/19		Variance		
	
Revenues										
	Interest Income	$1,500			$375		$1,427		$1,052		
	Maintenance Assessments	$322,653			$285,170		$285,170		$0		
	Total Revenues	$324,153			$285,545		$286,597		$1,052		
	
Expenditures										
	Series 2006A										
	Interest - 11/1	$95,498			$95,498		$95,498		$0		
	Interest - 5/1	$95,498			$0		$0		$0		
	Principal - 5/1	$130,000			$0		$0		$0		
	Total Expenditures	$320,995			$95,498		$95,498		$0		
	
Excess (deficiency) of revenues·										
	over (under) expenditures	$3,158			$190,048		$191,100		$1,052		
	
Other Financing Sources/(Uses)										
	lnterfund Transfer ln/(Out)	$0			$0		($542)		($542)		
	Total Financing Sources/(Uses)	$0			$0		($542)		($542)		
	
Net change in fund balance	
$3,158			
$190,048		
$190,558		
$510		
	
Fund Balance - Beginning	
$355,063					
$355,730				
	Fund Balance - Ending	$358,221					$546,288				

	Adopted			Prorated Budget		Actual		
Description	Budget			Thru 12/31/19		Thru 12/31/19			Variance		

Revenues											
Interest Income	$0			$0		$321			$321		
Total Revenues	$0			$0		$321			$321		

Expenditures											
Capital Outlay	$0			$0		$0			$0		
Total Expenditures	$0			$0		$0			$0		

Excess (deficiency) of revenues over (under) expenditures	

$0			

$0		

$321			

$321		

Other Financing Sources/(Uses)											
lnterfund Transfer ln/(Out)	$0			$0		$542			$542		
Total Financing Sources/(Uses)	$0			$0		$542			$542		

Net change in fund balance	
$0			
$0		
$862			
$862		

Fund Balance - Beginning	
$0					
$73,546					
Fund Balance - Ending	$0					$74,408					

Villa Portofino West
COMMUNITY DEVELOPMENT DISTRICT
Long Term Debt Report FY 2020

Series 2006, Special Assessment Bonds		
Interest Rate;	5.35%		
Maturity Date:	5/1/2036		
Reserve Fund Requirement:	4% of Bonds Outstanding		
Bonds outstanding - 9/30/2013	$4,230,000.00	
Less:	May 1, 2014 (Mandatory)	($95,000.00)	
Less:	May 1, 2015 (Mandatory)	($100,000.00)	
Less:	May 1, 2016 (Mandatory)	($105,000.00)	
Less:	May 1, 2017 (Mandatory)	($115,000.00)	
Less:	May 1, 2018 (Mandatory)	($120,000.00)	
Less:	Mav 1, 2019 (Mandatory)	($125,000.00)	
Current Bonds Outstandinq	$3 570.000.00	

ITotal  Current Bonds Outstanding	$3,s10,ooo.oo 1

Villa Portofino West
Community Development District
Tax Collections
Fiscal Year Ending September 30, 2020

:7?1!

339,635.17	$	89,294.96	$	428,930.13	
322,653.41	$	84,830.21	$	407,483.62	
700-363-100	300-363-100
Debt	General	Total

Date	Description	Gross Tax	Commissions	Discounts/	Interest	Net Amount	Service Fund	Fund

YTD % collected	88.33%	88.33%	88.33%	
YTD Gross collected	$	300,002.92	$	78,875.07	$	378,877.99	
Outstanding assessments	$	39,632.25	$	10,419.89	$	50,052.14	
Commission	$	2,880.50	$	757.33	$	3,637.83	
Discounts/(Penalites)
Interest	$	11,952.18
$	-	$	3,142.40
$	-	$	15,094.58
$	-	

Received	Received	 	(Penalties)	Received	79.18%	20.82%	100.00%

11/22/2019	CURRENT 11/1-8-2019	$	31,851.33	$	305.77 $	1,274.07	$	$	30,271.49	$	23,969.55	$	6,301.94	$	30,271.49	
12/3/2019	CURRENT 11/9-14/2019	$	6,066.92	$	58.25 $	242.68	$	$	5,765.99	$	4,565.62	$	1,200.37	$	5,765.99	
12/10/2019	CURRENT 11/15-30/2019	$	291,673.56	$	2,800.06 $	11,667.04	$	$	277,206.46	$	219,497.43	$	57,709.03	$	277,206.46	
12/23/2019	CURRENT 12/1-13/2019	$	49,286.18	$	473.75 $	1,910.79	$	$	46,901.64	$	37,137.63	$	9,764.01	$	46,901.64	
TOTALS		$	378,877.99	$	3,637.83 $	15,094.58	$	$	360,145.58	$	285,170.23	$	74,975.35	$	360,145.58	
Percentage Collected			88%