January 18, 2021 Executive Session Directors Report

January 18, 2021 Executive Session Directors Report

Directors Report

Executive Session

January 18 , 202 1

MEETING OF THE BOARD OF DIRECTORS MONDAY, JANUARY 18, 2021

VIRTUAL (Video/Phone) AGENDA (Board Version)

EXECUTIVE SESSION – 10 A.M. PT https://us02web.zoom.us/j/88431417654

Executive Sessions are provided by statute (Civil Code §4935) so Boards can address issues involving Privileged Information and matters of a Private Nature. As a result, Owners do not have a right to attend Executive Sessions. I. CALL TO ORDER A. Minutes – December 21, 2020 B. Contracts 1. Pavement Management Plan – Jeff Pearson (AEC) to Appear 2. Food & Beverage – Oral Report C. Personnel 1. Staff Changes/Re-Assignments – Oral Report D. Member Delinquencies/Discipline 1. Delinquent Assessment Report - Attached E. Legal 1. Ballot Contents – Legal Counsel Opinion Attached; Oral Report 2. Lawsuit (Good) – Update Attached 3. Tender of Water Line Damage (Lot #294) – Attached; Oral Report 4. CVWD Acquisition – Legal Counsel Update Attached 5. Premium Renewal/Increase (Worker’s Comp) – Oral Report 6. Covid and the Resort a. Short-term Rentals b. Guests c. Association-sponsored Social Events d. Fitness Center 7. Board Interaction – Request by Director Boudin XII. ADJOURNMENT

Page 1 of 1

January 18, 2021 Minutes A. Minutes- December 21, 2020

Executive Session of the Board of Directors Monday December 21, 2020 Virtual (Webinar/Phone) Minutes

Present

Greg Farmer, President Don Renoe, Vice President

Charles Hare, Treasurer John Boudin, Director Charlie Leahy, Director Kathy McCune, Director Also Present: Ed Vitrano, General Manager Jennifer Miranda, Resort Services Manager & Executive Assistant to the Board & General Manager Call to Order

Meeting called to order by President Farmer 10:00 am PT. Minutes Approval

A. Minutes- December 2, 2020

Motion to Approve- Treasurer Hare Second- Director Boudin Approved- Unanimously

Legal

A. CVWD Property Acquisition Christina DeJardin of Delphi Law Group presented to the Board her findings upon the reviewing the purchase agreement with CVWD, upon which some items were identified as needing renegotiation. A motion was made for an additional $5,000 deposit as requested by CVWD for additional legal fees.

Motion- Vice President Renoe Second- Director Boudin Approved- Unanimously

The Board directed Christina DeJardin of Delphi Law Group to contact Chris Bogan of CVWD to discuss: 1. Sale vs. Easement of the property and if construction of a chain-link fence would be acceptable in the interim until Prime Asset begins construction of the proposed dog park area. Once construction is complete, a rock wall will then be constructed by ORPS. B. Dog Park User License Christina DeJardin of Delphi Law Group presented to the Board her findings after reviewing the contract with Prime Asset, upon which some items were identified as needing renegotiation. The Board directed Christina DeJardin of Delphi Law Group to contact Prime Asset to discuss a clause in their contract regarding exclusive use terms to extend the 5-year current term and only allowing termination of agreement as a result of default. C. Queen Palms- Assumption Agreements GM Vitrano reported to the Board his findings about the Tree Assumption agreements as a result of a meeting with former A&A Chair Ted Wilson. The Board agreed that we need to deal with each Assumption Agreement on a case-by-case basis and GM Vitrano will work with Community Standards to move forward. D. Lien Filing Controller Gonzalez was present to answer any questions about the current Lien filing. The Board did not have any questions. Contracts A. Pavement Management Plan GM Vitrano discussed the options to move forward with the Pavement Management Plan. The Board will discuss further in the open Board Meeting. B. Inspectors of Election The Board has no questions regarding the inspectors of Election Contract. GM Vitrano will ask TIE for an option to add an item to the Ballot

Personnel None Member Delinquencies/ Discipline

A. Delinquency Assessment Report The Board did not have any questions or comments about the Delinquency report.

General Managers Report

Page 2

A. COVID and the Resort

• The Board agreed that outdoor Recreational Amenities will remain open. • The Board agreed that the ban on short term rentals will remain in effect, as long as the stay-at- home order is in place. • The Board requests for anyone arriving to ORPS from out of state be required to quarantine for 10 days upon arrival to ORPS. • The Board agreed that ORPS Social events are also to remain cancelled until the stay-at-home order has been lifted. B. F&B GM Vitrano discussed the relationship with Richard Camacho and some items of concern regarding quality of products. GM Vitrano will speak with Richard and disclose that if we do not see an improvement in production and quality, we will go out to bid for another concessionaire for next season. GM Vitrano will present the options for the F&B Concessionaire contract to the Board in February or March for a Board decision on how to proceed at that time. C. Staff Reports GM Vitrano discussed the availability of staff reports to Owners. The Board decided to continue to have the Staff reports made available to the Owners but change the format to only include the facts. D. Meeting Recordings GM Vitrano asked the Board if they wished to have the recorded Board meetings uploaded to the website and made available to the Owners for viewing. The Board did not want the recorded meetings to be published. E. Board of Directors e-mail distribution The Board agreed to leave the email distribution, which includes the General Manager & Board Secretary on the [email protected] as is and the email address which includes an auto reply to remain unchanged.

Adjournment

Meeting adjourned at 11:56 p.m. PT

Respectfully Submitted: ______________________________

___________

Secretary

Date

Page 3

January 18, 2021 Contracts A. Pavement Management Plan Jeff Pearson (AEC) to Appear B. Food & Beverage Oral Report

January 18, 2021 Personnel A. Staff Changes/Re-Assignments Oral Report

January 18, 2021 Member Delinquencies/ Discipline A. Delinquent Assessment Report

OUTDOOR RESORT - PALM SPRINGS OWNER’S ASSOCIATION BOARD OF DIRECTORS STAFF REPORT

Board Meeting Date:

January 18, 2021

New

Unfinished

Discussion

Consent Calendar

Exec X

Agenda Item:

Homeowner Delinquencies

Description:

January Report

Submitted By:

Kristine Gonzalez, Controller

Date: January 13, 2021

Background: Currently there are a total of 45 delinquent accounts, 37 of which are not past 45 days. The total delinquency for 8 owners is $21,135.67, which is $979.43 less than the previous month. Five Authorization to Lien were sent to the attorney’s on 01/11/2021. One pay or lien letter will be sent out for December and two additional Pay or Lien notices if not paid by January 31,2021. Please note the amount due past 45 days is two months HOA dues, plus two late fees and one interest fee for a total of $937.86. Motion(s) for Consideration: None Designated Funding: N/A

Board Action:

January 18, 2021 Legal A. Ballot Contents- Legal Counsel Opinion Attached Oral Report B. Lawsuit (Good)- Update attached C. Tender of Water Line Damage (Lot #294) Attached Oral Report. D. CVWD Acquisition- Legal Counsel Update Attached E. Premium Renewal/Increase (Workers Comp) Oral Report. F. COVID and the Resort 1. Short term Rentals 2. Guests 3. Association sponsored Social Events. 4. Fitness Center G. Board Interaction- Request by Director Boudin

From:

Christina Baine DeJardin, Esq.

To: Cc:

Edwin Vitrano Renee Evans

Subject:

ORPS - Capital Expenditure

Date:

Monday, January 11, 2021 4:59:51 PM

ATTORNEY-CLIENT PRIVILEGED – DO NOT DISSEMINATE TO THIRD PARTIES

Good afternoon, Ed,

As discussed, I am writing to provide the Board of Directors with my opinion as to whether it should include a capital expenditure measure on the annual meeting ballot. It’s my understanding that the Board is looking to spend approximately $400k to install soundproofing material/ walls around the pickleball courts. Pursuant to Article 4, Section 4.6(B) of the Second Restated Declaration, the Board can only make expenditures for capital improvements in excess of 5% of the budgeted gross expenses for the fiscal year with the vote or written consent of a majority of a quorum of the Voting Power. The Board is contemplating including a measure on the annual meeting ballot for the Members to vote on this expenditure. Article 5 of the Second Restated Bylaws sets forth two different quorum requirements for membership meetings. For the annual meeting, quorum is one-third of the Voting Power. For all other membership meetings, quorum is a majority of the Voting Power. While “quorum” is not defined for the capital expenditure vote, conservatively, it is our opinion that the higher quorum threshold (majority) should be used for the capital expenditure vote. To do otherwise would not only create a potential legal challenge but could also create an appearance of impropriety (i.e., the Board is only bundling the capital expenditure vote on the annual meeting ballot to push it through with a lower approval threshold). Further, it’s my recollection that this was the approach taken in relation to the Bylaw amendment included on the annual meeting ballot in 2020. Due to the fact that there would be two quorum requirements at play (1/3 for the annual meeting and majority for the capital expenditure), we do not recommend that they be consolidated on the same ballot. It is foreseeable that quorum could be met for the annual meeting but not the capital expenditure vote. In that situation, the inspector could not separately postpone the meeting and tabulation of the capital improvement ballots and simply proceed with the annual meeting. The ballots would have to be opened and tabulated. At that point, the election is over and the Board would need to start over with the capital expenditure vote. Accordingly, we do not recommend that the Board bundle the capital expenditure vote with the annual meeting vote. In the alternative, we recommend that the Board hold a separate, standalone vote for the capital expenditure. This would be a much simpler process since capital expenditure votes are not subject to the Election Operating Rules or the election laws set forth in Civil Code Section 5100 et seq., unless the Board determines to apply them to such a vote. This is expressly stated in Rule 1 of the Election Operating Rules and supported by Article 4, Section 4.4 of the Second Restated Bylaws. This means that the Board does not have to mail out a preballot notice 60 days in advance of the voting deadline or mail out a ballot with two envelopes. It could simply mail or email (if Owners have opted in to receiving notifications electronically) a cover letter and ballot to the Owners and request that

the Owners return the ballot via mail, email or fax. The ballot need only comply with the requirements set forth in Section 5.9 of the Second Restated Bylaws (i.e., set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, indicate the number of responses needed to meet quorum and the percentage necessary to pass the measure, and provide a reasonable time within which to return the ballot to the Association). This flexibility obviously gives the Board more time to lay the groundwork and build support for the vote as well. I should note that some Owners may question why the vote is being conducted in a different manner than the annual director election. This can be easily explained in the cover letter. However, the Board can always opt to subject this vote to the requirements of the election laws and Election Operating Rules if desired.

Please don’t hesitate to call if the Board has any questions. Thanks!

Best regards, Christina

Christina Baine DeJardin, Esq. Delphi Law Group, LLP www.DelphiLLP.com 844-433-5744 x705

This e-mail communication contains CONFIDENTIAL INFORMATION WHICH ALSO MAY BE LEGALLY PRIVILEGED and which is intended only for the use of the intended recipients identified above. If you are not the intended recipient of this communication, you are hereby notified that any use, dissemination, distribution, downloading, or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by e-mail or by telephone at 844-433-5744 and delete the communication and destroy all copies. Thank you for your cooperation. *This is a communication from a debt collector collecting a debt and all information obtained will be used for this purpose.

From:

Craig French Edwin Vitrano

To: Cc:

Marc Trachtman; David Doorbar; Mihaela Giles; Tiguri, Asrith; Claim Mail FW: Grant Good v. Outdoor Resorts Palm Springs. Claim No. 1258126

Subject:

Date:

Wednesday, January 13, 2021 8:57:02 AM

Attachments:

Attachment.pdf

Hi Ed:

Hope you are well since I last saw you back in August. We made an effort to try to settle this claim with Mr. Good without litigation, but as you can see from the attached he has gone ahead and filed a lawsuit. I'm not sure why he filed as we had made an offer to his attorney but his attorney never made any type of counter offer. In fact, we sent his attorney several e-mails inquiring if we could settle. It's possible he filed because the statute of limitations runs in a few weeks. However, he may have filed because he's building a big claim (hopefully not the case). Anyhow, I don't need anything from you at this time as I believe you and your security staff already provided me with everything I need at this time. However, I'll keep you posted as to all updates on this claim. If you ever have any questions/comments, please feel free to contact me.

Craig A. French, Esq. TRACHTMAN & TRACHTMAN, LLP 19732 MacArthur Boulevard, Suite 100 Irvine, CA 92612 (949) 282-0100 (949) 282-0111 [fax]

TRACHTMAN & TRACHTMAN, LLP HAS MOVED! Please update your records with our new address listed below. Trachtman &Trachtman, LLP 19732 MacArthur Boulevard, Suite 100 Irvine, CA 92612 *Telephone & Facsimile Numbers remain the same

-----Original Message----- From: Vickers, Tamee [mailto:[email protected]] Sent: Wednesday, January 13, 2021 8:13 AM To: Craig French ; Marc Trachtman Subject: Outdoor Resorts Palm Springs1258126

Good Morning,

Please see attached sent on behalf of Asrith Tiguri. Please contact Asrith with any questions you may have at (303) 200-5341.

Best regards,

Tamee Vickers Claims Assistant, Claims Department Philadelphia Insurance Companies A Member of the Tokio Marine Group

One Bala Plaza, Suite 100

Bala Cynwyd, Pa 19004 Direct Dial: 303-200-6009 Email: [email protected]

ThinkPHLY.com - Find out why you should ThinkPHLY first Please consider the environment before printing this email. ******************* Internet Email Confidentiality ******************* The information contained in this message (including any attachments) may be privileged and confidential and protected from disclosure. If the reader of this message is not the intended recipient, or an employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that it is strictly prohibited (a) to disseminate, distribute or copy this communication or any of the information contained in it, or (b) to take any action based on the information in it. If you have received this communication in error, please notify us immediately by replying to the message and deleting it from your computer. **********************************************************************

CC&Rs ARTICLE 9 MAINTEANE RESPONSIBLITIES

Section 9.2. Association Maintenance Responsibilities.

(A) Common Area. The Association shall be solely responsible for all maintenance, repair, upkeep and replacement within the Common Area. Unless authorized by the Board in writing, no person other than the Association or its duly authorized agents shall c-.onstmct, reconstruct, refinish, alter or maintain any Improvement upon, or shall create any excavation or fill orchangethe natural or existing drainageof any portion of the Common Area. In addition, noperson shall remove any tree, shrub or other vegetation from, or plant any tree, shrub, or other vegetation upon the Common Area or the Common Facilities without express written approval of the Board or Architectural and Aesthetic Committee.

(B)

Lots.The Association shall providemaintenance, repair and replacement upon each

Lot as follows:

1. The Association shall maintain, repair and replace underground sewer and water lines serving the Lots, whether located within the boundaries of the Owner's Lot or under the Common Area. The Association shall maintain, repair and replace the hose bib that connects to the water line serving the Owner's Lot, except if such hose bib has been modified (e.g., splitter added). The Owner shall maintain, repair and replace any sewer and water line:; above ground that serve such Owner' s Lot and the hose bib if it has been modified. The main electrical supply line shall be maintained by the electrical utility provider. The pedestal serving the Lot is the Owner's responsibility.

INVOICE #10 DATE: 1/11/2021

Arce Masonry

TO: ORPS

69411 Ramon Rd, Cathedral City, CA 92234 JOB DESCRIPTION: pavers

DESCRIPTION

TOTAL

Pavers (approx. 580sq/ft of pavers need to be taken out. Including sand and base to relevel. Then add 4” of base recompact and install pavers back to existing level.

$7,000

Border line (redo 10’ of cemented border)

$7,000

SUBTOTAL

$3,000

DEPOSIT

$4,000

TOTAL DUE

Make all checks payable to Arce Masonry If you have any questions concerning this invoice, contact: Jesus at 760-905-8357 or [email protected]. Price is set to what is on this invoice any additional work needed will be charged separately. License #1056383 THANK YOU FOR YOUR BUSINESS!

From:

Christina Baine DeJardin, Esq.

To: Cc:

Edwin Vitrano Renee Evans

Subject:

RE: ORPS -CVWD Update

Date:

Friday, January 15, 2021 10:51:21 AM

Good morning, Ed, This serves as a brief update on where things stand with the negotiation of the CVWD purchase.

Inquiry: Can the Association simply obtain an easement over the entire eastern parcel or just the 5’ area adjacent to the existing wall? Response: CVWD cannot provide an easement over area that is inside of the existing wall. It is an active public drinking water facility and has to be protected. In relation to the 5’ area, Chris Bogan does not believe that the area is passable for pedestrians due to the vegetation. I do not have a visual of that 5’ strip so I can’t weigh in on that point. Regardless, this may not be a desirable option since the 5’ strip appears to run up against the Lots abutting the CVWD property. If this were a possibility, we could simply obtain an easement over the 5’ area, there would be no need to build a new wall and the term/ termination of the non-exclusive dog park license becomes less of a factor. Inquiry: Can the Association simply install a chain link fence instead of a block wall? Or, in the alternative, can the Association install a temporary chain link fence and later a block wall? Response: No chain link fencing will be permitted. CVWD has provided minimum wall specifications to the Association that must be met. Inquiry: Can the Association provide a cash deposit or other security such that it is not required to construct a wall along the eastern parcel before it owns the property. Response: No, CVWD requires that the wall be relocated before escrow closes.

Chris Bogan also indicated that CVWD’s attorney has determined that this purchase is exempt from the latest revisions to the Surplus Land Sale Act and the procedure does not have to be modified.

I have also reached out to Prime and am in the process of setting up a call with Brett Kelly and the owner.

Please let me know if you have any questions. Thanks!

Best regards, Christina

Christina Baine DeJardin, Esq. Delphi Law Group, LLP www.DelphiLLP.com 844-433-5744 x705

This e-mail communication contains CONFIDENTIAL INFORMATION WHICH ALSO MAY BE LEGALLY PRIVILEGED and which is intended only for the use of the intended recipients identified above. If you are not the intended recipient of this communication, you are hereby

notified that any use, dissemination, distribution, downloading, or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by e-mail or by telephone at 844-433-5744 and delete the communication and destroy all copies. Thank you for your cooperation. *This is a communication from a debt collector collecting a debt and all information obtained will be used for this purpose.