Title: 5-28-25
Keywords: TCPDF

University Park Recreation District Board of Supervisors May 28, 2025

1904 Manatee Ave. W Suite 300
Bradenton, FL 34205

941-344-6099
admin@libertycourtreportingfl.com

SHADE MEETING
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UNIVERSITY PARK RECREATION DISTRICT MAY 28, 2025

SHADE MEETING (a.k.a) ATTORNEY/CLIENT SESSION

PLACE TAKEN: | 8301 The Park Boulevard University Park, Florida 34201

REPORTED BY:

SHARON F. BUTLER
Court Reporter Notary Public
State of Florida at Large

TIME: | 11:09 a.m.

BOARD OF SUPERVISORS: SALLY DICKSON
STEVE HEITZNER SCOTT HUEBNER RUSTY PIERSONS DAVID MURPHY

APPEARANCES:	MARK BARNEBEY, Esquire
FRED MOORE, Esquire Blalock Walters, P.A. 802 11th Street West
Bradenton, Florida 34205-7734
Office: 941-748-0100
mbarnebey@blalockwalters.com fmoore@blalockwalters.com

ALSO PRESENT:	VIVIAN CARVALHO

Liberty Court Reporting
1904 Manatee Avenue W., Suite 300 Bradenton, Florida 34205

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PROCEEDINGS
MS. DICKSON: And so we're going to now open the Special Board of Supervisors Meeting. It is now -- whatever time it is, 11:00 --
MS. CARVALHO: 09.
MS. DICKSON: -- 09. And are we --
MR. BARNEBEY: Just for right now.
MS. DICKSON: Oh, okay. And so we'll start with the roll call.
MS. CARVALHO: Scott Huebner. MR. HUEBNER: Here.
MS. CARVALHO: | Steve Heitzner.
MR. HEITZNER: | Here.
MS. CARVALHO: | Sally Dickson.
MS. DICKSON: Here.
MS. CARVALHO: David Murphy. MR. MURPHY: Here.
MS. CARVALHO: Rusty Piersons. MR. PIERSONS: Here.
MS. DICKSON: Okay. So at this point I am going to turn it over to Mark Barnebey and we will proceed.
MR. BARNEBEY: Okay. Thank you very much, Chair, supervisors.	We are requesting a special meeting and a shade meeting, because

Liberty Court Reporting
1904 Manatee Avenue W., Suite 300 Bradenton, Florida 34205

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1 | we're having a special meeting. The shade
2 | meeting to be held under the Attorney-Client
3 | Session Provisions available under Florida
4 | Statutes Section 286.011(8), which will be
5 | held today and beginning at 11 o'clock a.m.
6 | We've already discussed this with the
7 | Board at a prior meeting and asked you for
8 | approximately one hour, and that is at our
9 | request. This meeting will be held here in
10 | the business offices at 8301 The Park
11 | Boulevard, University Park, Florida, 34201.
12 | This meeting will commence in open
13 | session, as we're doing right now, and then
14 | we'll move to an attorney/client session,
15 | limited in attendance to the University Park
16 | Recreation District's counsel, Mark Barnebey
17 | and Fred Moore, who will meet in private with
18 | the Board, the District Board of Supervisors,
19 | Sally Dickson, Steve Heitzner, David Murphy,
20 | Russell Piersons, and Scott Huebner, and also
21 | the district manager, Vivian Carvalho.
22 | And we also have in attendance Sharon
23 | Butler, who is our court reporter, who will
24 | transcribe the full proceedings of the
25 | attorney/client session to be made part of the
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1 | public record for release at the conclusion of
2 | the litigation. For the purposes of
3 | discussing the case of Dean K. Matt versus
4 | University Park Recreation District, Supreme
5 | Court Case SC2024-0990.
6 | With that, unless there's any objection,
7 | we're going to close --
8 | MS. DICKSON: Yeah, so I'm going to have
9 | a motion to close the Special Board Meeting.
10 | MR. BARNEBEY: Or just --
11 | MS. DICKSON: Or recess it?
12 | MR. BARNEBEY: You want to recess it.
13 | MS. DICKSON: Recess the special board
14 | meeting.
15 | MR. BARNEBEY: That's fine.
16 | MS. CARVALHO: Is there a second?
17 | MR. PIERSONS: Second.
18 | MS. DICKSON: Okay. Second is Rusty.
19 | Who did the motion?
20 | MS. CARVALHO: You did.
21 | MS. DICKSON: Oh, I did the motion.
22 | All in favor.
23 | (Members of the Board responded by saying
24 | "aye.")
25 | MS. DICKSON: Okay. You now assume --
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1 | MR. BARNEBEY: There's no one else in the
2 | room at the present time, so I'm just going to
3 | shut the door. Okay.
4 | MS. CARVALHO: And I stopped the
5 | recorder.
6 | MR. BARNEBEY: Yes. Good.
7 | Are we all ready?
8 | MS. DICKSON: Yep.
9 | MR. BARNEBEY: Let's do it. This is the
10 | attorney/client session for this case, Dean K.
11 | Matt versus University Park Recreation
12 | District, SC2024-09900. Fred Moore, who's the
13 | lead litigator on this matter will be talking
14 | to you in just a second. I do want to remind
15 | the Board of several things.
16 | First of all, these sessions are -- by
17 | statute are limited to settlement negotiations
18 | or strategy sessions related to litigation
19 | expenditures. And I think we're going to hit
20 | a little bit on both of those in this
21 | discussion.
22 | But I want to remind you, it's limited to
23 | those things. And the court cases have been
24 | very strict on that. So if I tell you we
25 | can't go there, that's why I'm telling you
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1 | that.
2 | Secondly, I want to remind you that these
3 | matters are being transcribed. And so like
4 | many things in life, you want to be careful
5 | what you might want to say during the session
6 | because it will become public after we get
7 | done with the litigation.
8 | And third, I want to remind you to only
9 | speak one at a time, because we have a court
10 | reporter here, and it's difficult for her when
11 | everybody starts talking. Okay?
12 | MS. DICKSON: Question. Is everything
13 | that we say in this room confidential and not
14 | to be repeated outside of this room?
15 | MR. BARNEBEY: Yes, this is
16 | confidential -- this is confidential, not
17 | after we get done, but once we get done, it
18 | will become public. So it is confidential
19 | until we get to that point. Until the court
20 | case is decided or --
21 | MS. DICKSON: Yeah.
22 | MR. BARNEBEY: Until the court case is
23 | decided or dismissed for some reason.
24 | And with that, I'll turn it over to Fred
25 | Moore.
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1 | MR. MOORE: And I will just reiterate
2 | that the court reporter is -- it will be
3 | transcribed, it will be on paper, and it will
4 | be a public record. So it's not someone has
5 | to request it to get transcribed, it will be
6 | available. So just be careful with what you
7 | say if you don't want it to be read later on.
8 | I'm going to just start off just briefly
9 | with a summary of where we are. It was last
10 | spring, I want to say April time frame, when
11 | we had the bond validation hearing. It might
12 | have been the end of May. In which case,
13 | Judge Ed Nicholas found in favor of the
14 | District and entered a judgment validating the
15 | bonds.
16 | Mr. Dean Matt, the appellant, filed a
17 | notice of appeal, and we have been proceeding
18 | since. It was the end of June, beginning of
19 | July when his notice of appeal was filed. He
20 | essentially -- final judgment was rendered, he
21 | filed a motion for rehearing which tolled the
22 | time to file the notice of appeal. Once the
23 | judge dispensed with that, and it was in the
24 | June time frame, he had 30 days to file the
25 | notice of appeal.	He did so roughly on --
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1 | around day 30.
2 | He then started to prepare the record and
3 | did obtain an extension of time to file his
4 | initial brief, which was due in the September
5 | time frame. And then we responded to that
6 | without any extensions in October. And he
7 | then filed his reply brief. And it was all
8 | submitted as of the middle of December, early
9 | December, meaning all of the briefing of this
10 | case was completed.
11 | He had originally requested oral argument
12 | in his initial brief. We moved to strike
13 | that, but he did correct his request and filed
14 | it within the time frame after the reply brief
15 | was filed. And that is still pending as we
16 | sit here today. Neither have been ruled upon
17 | or, you know, agreed to have oral argument.
18 | One more thing under the statute, bond
19 | validations are to be expedited, but I've been
20 | practicing for 25 years, and whether it's the
21 | Supreme Court, appellate court, or even a
22 | trial court, I don't know what that definition
23 | necessarily means. It just means whatever the
24 | judge necessarily wants it to be. So it could
25 | be expedited in their mind, it could not be
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1 | expedited in your mind. But I would say we
2 | are getting close to a decision by the Supreme
3 | Court given that we are coming up on the
4 | one-year anniversary of the notice of appeal.
5 | So I know timing is of great concern to
6 | everyone here. We do check in, or have
7 | checked in with the clerk. The clerk says
8 | that it hasn't fallen through the cracks. It
9 | is there, it is where it should be. But that
10 | is all the information that the clerk has and
11 | can provide to us.
12 | MR. HEITZNER: Can I ask a question?
13 | MR. MOORE: Yes.
14 | MR. HEITZNER: Is the one-year
15 | anniversary significant of a milestone or...
16 | MR. MOORE: In my mind it is, because I
17 | go back to, it should be expedited. And an
18 | appeal going over a year is not out of the
19 | ordinary. So once you hit the year mark, this
20 | would be about where I would think you're no
21 | longer being expedited. But other than just
22 | subjectively in my mind, it is something that
23 | means something.
24 | I will go back to the court also has
25 | internal procedures on how it manages its
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1 | caseload. And that largely depends on whether
2 | or not there's going to be oral argument or
3 | not.
4 | I will -- I did pull the Supreme Court's
5 | practice guide and internal procedures.	And
6 | they actually have a specific section on bond
7 | validation cases. That's under
8 | Roman Numeral II (A)(2). And it's appeals of
9 | final judgments entered in proceedings for the
10 | validation of bonds or certificates of
11 | indebtedness are directed to the chief justice
12 | once the briefs are filed to determine whether
13 | oral argument is appropriate.
14 | So at this point in time, as of December,
15 | the chief justice should have received all of
16 | the briefs and had an opportunity to make a
17 | decision as to whether to grant oral argument
18 | or not.
19 | If it's denied, it goes to the assigned
20 | judge. That judge then goes through the
21 | process of determining and then -- and writing
22 | an appeal and having initial meetings with the
23 | panel, and then ultimately writes a decision
24 | and it gets disseminated amongst all the
25 | justices. And then concurrences, dissents get
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1 | written. And then it would be issued.
2 | Yes?
3 | MS. DICKSON: I have a question. So that
4 | would suggest that until this decision about
5 | the oral argument is made, they're not doing
6 | anything to this?
7 | MR. MOORE: You're not necessarily going
8 | to get a decision on oral argument unless oral
9 | argument is going to be granted.
10 | MS. DICKSON: Okay. So what are the
11 | possible outcomes right now? They could come
12 | back and say no oral argument, and so now what
13 | is the next step?
14 | MR. MOORE: If they came back and said
15 | no oral argument, I would anticipate an
16 | opinion any day. It could be issued the same
17 | time, it could be issued within, you know,
18 | days or weeks. I would not anticipate a long
19 | period of time going forward without an
20 | opinion if there is no oral argument.
21 | MS. DICKSON: Okay. And that opinion
22 | could be dismissed or what -- could be, We
23 | don't see any relevance or whatever to this,
24 | and therefore this case is done? In
25 | layperson's terms.
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1 | MR. MOORE: It could be what's called,
2 | you know, essentially an affirmance without an
3 | opinion. Just simply, final judgment is
4 | affirmed, case is over. It could be, Well,
5 | there's enough here to where we want to write
6 | an opinion to reiterate certain things. And
7 | that opinion would be still an affirmance, but
8 | they still wanted to write why they were
9 | affirming.
10 | MS. DICKSON: Okay.
11 | MR. MOORE: Appeal is still over. And
12 | then the last piece would be they reverse the
13 | trial court's decision, at which point we go
14 | back to the trial court, depending on what
15 | that opinion is.	You either could start the
16 | process over again, you could go through the
17 | hearing again. It just depends on what the
18 | opinion is. Or decide that you're not going
19 | to do another bond validation, you're just
20 | going to do an assessment.
21 | MS. DICKSON: Okay.
22 | MR. HEITZNER: And so I read that the
23 | decision on oral arguments, there is a window
24 | of time within the month of June, of a couple
25 | of weeks, that decisions on oral arguments are
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1 | made. And if they're not made in that window,
2 | they wouldn't be made until the fall.
3 | MR. MOORE: The court does not have court
4 | in July or August. So we are at the point in
5 | time where if oral argument was going to take
6 | place, it would take place in the fall. And I
7 | don't have a crystal ball, but given how much
8 | time has elapsed, the fact that we're in the
9 | summer, and you've got July and August where
10 | there would be no court, if you asked me to
11 | put any money on it, I would say it's unlikely
12 | that oral argument is going to be granted.
13 | But I don't have any -- any inside information
14 | on that, other than I'm just taking the
15 | limited information I have and wildly
16 | speculating.
17 | MR. HUEBNER: Could I impose upon you to
18 | remind me of what the basis of the appeal was?
19 | MR. MOORE: Several bases. One, bad
20 | judge. He didn't get his due process. The
21 | other issue really is that you all did not
22 | comply -- "you all" being UPRD -- did not
23 | comply with your internal documents. You
24 | didn't have this five-year plan in place. You
25 | didn't -- the original bond did not allow for
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1 | additional bonds to be issued. And I feel
2 | like there was one other thing.
3 | My position is all of his arguments, they
4 | are all ancillary to the bond validation,
5 | meaning whether or not the District has the
6 | authority to issue bonds, whether or not
7 | there's a proper purpose for the bonds to be
8 | issued. It's essentially -- and the bond
9 | would be the example. If we're not entitled
10 | to have another bond issued as part of the
11 | original bond indenture, that's between the
12 | District and those bond holders. It's a
13 | contractual relationship that doesn't have
14 | anything to do with the residents within the
15 | District itself.	It is not whether the
16 | District has the authority to issue bonds or
17 | that there's a proper purpose for those bonds.
18 | So most of his arguments, in my opinion,
19 | that was the bulk of our answer brief, was
20 | that they're all ancillary and not directed at
21 | the four elements that the court is to look at
22 | in deciding whether or not to validate a bond.
23 | MR. MURPHY: Yeah, I think there was one
24 | other point you made that -- well, among
25 | others, we did not prove that the return to
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1 | the residents would exceed the debt, that
2 | there was not a financial gain that we could
3 | quantify and that these amenities could not --
4 | could not be quantified in terms of financial
5 | return, another point that he had.
6 | MR. MOORE: Yes, that was one of the
7 | points.
8 | MR. MURPHY: Yeah. Yeah.
9 | MR. MOORE: I think he went off on about
10 | a five to ten-page tangent on if we thought
11 | value would be in a concrete sculpture that,
12 | you know, we wouldn't be able to ascertain
13 | whether that's true or not and it's just
14 | subjective. And that was a big chunk of his
15 | brief.
16 | MR. MURPHY: Yeah.
17 | MS. DICKSON: And it seems to me that
18 | the -- that whole section that was put forth
19 | in the PFM documents is, if I may, maybe I'm
20 | wrong, sort of standard language, it's nothing
21 | unusual. And it seemed as though there was
22 | no -- it didn't seem like a lot of validity to
23 | that argument based on current practice or the
24 | way that that is looked at? I'm not wording
25 | it legally, but help me with that.
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1 | MR. MOORE: That is correct. The court
2 | would look at it and try to make a
3 | determination, but there is not one set
4 | formula --
5 | MS. DICKSON: Yes.
6 | MR. MOORE: -- for the court to make its
7 | decision on. It's, you know, you know it when
8 | you see it almost. We do have to put forward
9 | the evidence. We did do that at the hearing,
10 | and we believe that was sufficient to have the
11 | court make a ruling. It would have really
12 | been up to Mr. Matt, another attorney
13 | challenging it, to have challenged how that
14 | calculation was derived. And Mr. Matt did not
15 | do that.
16 | MR. HEITZNER: So other than the fact
17 | that he didn't like the judge and the judge's
18 | opinion, the other three points, those were
19 | each addressed in the original trial?
20 | MR. MOORE: At the original trial we
21 | had four elements that we are required to
22 | prove. We believe we put forth sufficient
23 | evidence to prove that. The trial judge also
24 | agreed that we had put forth sufficient
25 | evidence, and then rendered his final judgment
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1 | based on that.
2 | MR. HEITZNER: So that was evidence that
3 | UPRD did not comply with internal documents,
4 | we provided evidence that --
5 | MR. MOORE: We did not. Because we
6 | believe that's ancillary and not part of
7 | what's required in the bond validation, we
8 | focused on, you know, are we a validly
9 | incorporated district? Yes. Does the type of
10 | district that we are have the ability legally
11 | to issue bonds? The answer is yes. And is
12 | there a proper purpose for the bonds we're
13 | looking to have issued, that being the
14 | recreational facilities? That's a whole
15 | purpose for the District.	And then the
16 | valuation of the debt and the value, is that
17 | fair? Yes. That was what --
18 | MS. DICKSON: Kevin Plenzer.
19 | MR. MOORE: -- Kevin Plenzer testified
20 | to. That was his primary role at the hearing.
21 | And then at the appeal, Mr. Matt challenged
22 | you to that, and then also challenged,
23 | essentially, his due process rights because he
24 | did not believe the judge listened to him or
25 | reviewed all of his evidence.	And his primary
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1 | factor for that was the judge didn't go back
2 | and review the videos of the meetings.
3 | MR. PIERSONS: Did I hear you infer that
4 | the likelihood of us being successful is high?
5 | MR. MOORE: I believe that it is high,
6 | yes.
7 | MR. PIERSONS: Okay. And does he have
8 | the ability to appeal again?
9 | MR. MOORE: No.
10 | MR. PIERSONS: No? Okay.
11 | MR. MOORE: This is the last time.
12 | MR. PIERSONS: Okay.
13 | MR. BARNEBEY: And it's probably worth
14 | noting that it really is the last stop because
15 | we went right from the district -- pursuant to
16 | statute, we went right from the district
17 | court -- I mean circuit court, we skipped the
18 | district court. It goes straight to the
19 | Supreme Court at that point, partly because of
20 | the time factor usually involved in these
21 | things. So...
22 | MR. MOORE: Yeah, if you did not do that
23 | and you had to go through the district court,
24 | you'd probably look at a minimum of two-year
25 | process. And so one way to look at things
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1 | being expedited is the fact that we -- we are
2 | immediately in the Supreme Court. So that's
3 | why when I say, you know, one year, is that
4 | too long? Is it too short? Well, we're still
5 | faster than if we had gone to the district
6 | court to then make it to the Supreme Court.
7 | So, yes, we're still within the range of
8 | moving it along.
9 | MR. BARNEBEY: So we've got -- we've
10 | talked to them about the litigation expenses
11 | and --
12 | MR. MOORE: Well, yeah, litigation
13 | expenses at this point in time are nominal
14 | unless there are -- or is oral argument
15 | granted. If there's oral argument granted,
16 | you're going to have the prep time of, you
17 | know, I'd probably say roughly a week's worth
18 | of time. You have a -- roughly a day for the
19 | oral arguments. It's going to be an hour
20 | period, but depending on the timing of it,
21 | we're working it, working through. And then I
22 | would want to have about four days of prep and
23 | preparation, practicing, making sure we've got
24 | the law down and are able to answer any
25 | questions that might be thrown at us by, you
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1 | know, one of the justices, because it's a
2 | court exercise of, I start my presentation and
3 | maybe I get through a minute of it, maybe I
4 | don't before the court starts asking
5 | questions. And then when there's a lull, I
6 | get back into my presentation. Mr. Matt would
7 | go first, as he is the appellant here. So it
8 | would be Mr. Matt on the hot seat first.
9 | MS. DICKSON: I have a question. So
10 | litigation expenses, those are very specific
11 | to this?
12 | MR. MOORE: Yes.
13 | MS. DICKSON: But then we have all of the
14 | expenses that we have incurred throughout this
15 | entire process that are considered related to
16 | the litigation or not?
17 | MR. MOORE: I would need more of an
18 | example of what you mean by that. Everything
19 | that I have done to date would be litigation
20 | expenses related to the appeal or answering
21 | questions as to the status. Trying to figure
22 | out from the clerk's information or the
23 | internal procedures where we are.
24 | I know there are things that we wouldn't
25 | talk about here that are related more to
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1 | Mr. Matt's actions that are a result of the
2 | fact there's an appeal, but they're outside of
3 | the appeal itself.
4 | MS. DICKSON: That's my question. Yeah.
5 | MR. MOORE: Okay. That would not be
6 | included in my thought or work as to that
7 | process and would be something that I can
8 | address one-on-one with everybody, but not
9 | here since it's not part of the litigation.
10 | MS. DICKSON: Understood. It doesn't
11 | mean that those are insignificant or
12 | unanswerable, but not in this environment, not
13 | related to this?
14 | MR. BARNEBEY: Yeah. Now, one of the
15 | things we have talked about, and one of the
16 | reasons we wanted to have this shade, meeting
17 | you know, we -- off and on we have talked
18 | about having outside counsel to come and
19 | co-counsel with us on this case.
20 | And I'll let you talk about some of the
21 | advantages of that.
22 | MR. MOORE: Well, I have consulted with
23 | another local attorney. He's on the Florida
24 | Bar Board of Governors and is an appellate
25 | specialist. I spoke with him early on, just
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1 | about trying to move it along, and his thought
2 | on whether we hire, you know, what I would
3 | call, you know, sort of a big gun Supreme
4 | Court appellate attorney, that's primarily
5 | where they practice. His initial impression
6 | was he didn't think it was necessary. Gave us
7 | limited assistance. And then --
8 | MR. HEITZNER: And that would be only if
9 | this went to oral arguments?
10 | MR. MOORE: Well, that discussion was
11 | early on about should we just bring someone on
12 | just to have in the briefing process. Then
13 | within the past month, I did reach out to
14 | another attorney that I've worked with on some
15 | local government matters.	He's based in
16 | Tallahassee. His firm does a lot of
17 | government work. He was with the governor's
18 | office and a few other offices up there. To
19 | find out, really was there any mechanism we
20 | could use to try to see where the case is at.
21 | And in that consult, he ended with where I'm
22 | at, which is no, not really.
23 | But if we did want to try to see what
24 | pressure we had, he has another attorney that
25 | he's worked with, an appellate attorney who's
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1 | now a professor at Florida State, who we could
2 | get involved. And that would be an option
3 | whether they're involved by entering an
4 | appearance or whether we get, you know, one of
5 | these big appellate law firms that all they're
6 | doing is the Supreme Court cases, hiring them
7 | to enter an appearance to see if just having
8 | something hit the docket doesn't trigger
9 | whoever -- whichever justice this is assigned
10 | to, say, oh, you know, this is something we
11 | need to move along.
12 | And, again, that's me looking at this
13 | crystal ball and trying to make the decision,
14 | is that the thing we need to get over this
15 | hurdle and get a decision.	I'm not of the
16 | opinion that we're there yet. I think, you
17 | know, we should be getting close to an
18 | opinion, but, again, it's all just --
19 | MR. BARNEBEY: That's why we're here, at
20 | least to let you know that's an option.	And I
21 | would -- and obviously, you know, in this day
22 | and age, I don't think that should make any
23 | difference at all in how the justices rule,
24 | but sometimes...
25 | MR. MOORE: I will say, trial judges are
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1 | not particularly fond of pro se litigants. I
2 | have found that appellate judges are much less
3 | fond of pro se litigants. So the real
4 | question is -- and unless there's really
5 | something substantive here that the court
6 | needs to address, I think it's unlikely that
7 | they're going to want to have to deal with a
8 | pro se litigant, particularly one who's, you
9 | know, a third of their brief is bashing
10 | another judge.
11 | So that's why I still lean towards it's
12 | probably less likely there's going to be oral
13 | argument, and particularly, the more time that
14 | goes by. But I don't want to sit here and say
15 | that's what it's going to be, we're going to
16 | get an opinion, they just haven't issued it
17 | yet without oral argument because there's
18 | still that possibility. I just think that
19 | it's unlikely given those factors.
20 | MS. DICKSON: So at the end of the day,
21 | as we sit here, we are bearing costs and time,
22 | and the community is going to bear potentially
23 | very undesirable options once this goes
24 | through, if we are not successful. However,
25 | the litigant has no skin in this game other
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1 | than presumably caring about ramifications as
2 | a resident. So there is no real loss to the
3 | litigant in terms of cost because of course
4 | there is no attorney involved. Correct?
5 | MR. MOORE: Correct. The only cost --
6 | MS. DICKSON: Oh, the fee.
7 | MR. MOORE: -- would be the fee for
8 | filing it. You know, we are not entitled to
9 | recover our attorneys' fees from the litigant,
10 | but we would be entitled to recover costs,
11 | although to date, there aren't any costs. You
12 | know, we didn't hire a court reporter for the
13 | trial portion, maybe somewhat outsmarting
14 | ourselves trying to avoid having the record
15 | since we knew we would not be appealing.	If
16 | you didn't get the judgment --
17 | MS. DICKSON: Right.
18 | MR. MOORE: -- then we would have to
19 | start over.
20 | MS. DICKSON: Got it.
21 | MR. MOORE: And so there really isn't a
22 | whole lot of costs incurred other than the
23 | attorney time, which is a fee and not a cost.
24 | MS. DICKSON: Okay. So you've also
25 | mentioned in the preamble here, the word
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1 | "settlement." So I'd be curious to understand
2 | what a settlement would be. What is there to
3 | settle?
4 | MR. BARNEBEY: Well, let me -- when we
5 | talk about -- just in talking with you
6 | individually, there have been discussions
7 | about whether we try to possibly settle this.
8 | I don't know -- I don't know if there's a way
9 | to do this. He has no attorney's fees. And
10 | that was one of the things that happened with
11 | the Garrett case. So we don't have that, that
12 | kind of issue.
13 | He has not proposed any settlement terms
14 | to us, but he may have proposed terms to some
15 | of you individually. I don't know. And so we
16 | wanted to kind of have that discussion. If
17 | there's interest in folks trying to settle
18 | this matter, that's certainly up to the Board
19 | to consider. But I'm not entirely sure what
20 | that would look like either, other than, you
21 | know, not moving forward with the bond
22 | issuance, I think is probably the only thing
23 | that I can think of off the top of my head.
24 | MR. PIERSONS: Could I make a comment on
25 | that?
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1 | MR. BARNEBEY: Sure.
2 | MR. PIERSONS: I actually -- and you may
3 | or may not know this, but I realistically had
4 | conversations with John Fetsick since -- it's
5 | probably been a year, close to it, saying
6 | that, you know, I've been receptive to
7 | discussion, hearing him, hearing, you know,
8 | Dean Matt and what he has to say. So I've
9 | been, I guess, in a way friendly enough to him
10 | and I've listened to him.	Plus, I also have
11 | gone to some of his meetings that he's held
12 | the last, I don't know, five or six months. I
13 | don't know how long he's held those meetings.
14 | So I do have somewhat of a, what I'd call
15 | an extended relationship to him, which I do
16 | with many of the members here. I listen to
17 | what -- all of the members. And I have from
18 | the beginning.
19 | I certainly would volunteer, and I have
20 | to John, in talking to him, because I believe
21 | I can at least talk reasonably with him.
22 | And I have to be honest with you, from my
23 | perspective, I've really kind of heard him the
24 | last couple times -- and you can all disagree
25 | with me, but he seems to think that we've made
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1 | this personal somehow. And I think he is
2 | somewhat taking it personal. So I think I can
3 | get to that side of him a little bit because
4 | I've been willing to listen.
5 | So I'd be open to, again, only with the
6 | Board's authority, to open up a little
7 | dialogue with him to see if there's anywhere
8 | we can move this. And you also may want to
9 | give me some direction on that, but just
10 | that's my two cents, if you will.
11 | MR. MOORE: Part of the problem I see
12 | here with a settlement is cases don't
13 | necessarily settle because of who's right and
14 | who's wrong. It's because of the external
15 | factors. I think the Garrett case settled
16 | more because of the expense that Mr. Garrett
17 | was incurring to try to fight on behalf of the
18 | community, in his mind. And with that paying
19 | came a, how can I, you know, find an exit and
20 | resolve this to the best of my satisfaction,
21 | not necessarily a complete satisfaction, but
22 | best of.
23 | And here you have Mr. Matt, who he
24 | doesn't have the expenses he's incurring.
25 | It's really just his time.	So it's what is
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1 | driving Mr. Matt.
2 | MR. PIERSONS: Well, he certainly has
3 | emotional connections to this, if you think
4 | about it. He lives in our neighborhood, so he
5 | is incurring the same costs we are.	But put
6 | that aside, I can't imagine his spouse is too
7 | happy if this continues on and on. I mean, at
8 | some point there's going to be confrontation
9 | with fellow neighbors or residents, I would
10 | think. That's just an opinion.
11 | MR. MOORE: Right. Well, then the
12 | question is is what can we give him to allow
13 | for that exit or, you know, what can he exact
14 | from us in order to get over that hurdle? And
15 | if it's just, I don't want the bond issued,
16 | we're not going to get there.
17 | MR. PIERSONS: Right. Well, I haven't
18 | negotiated with him, but at the same time, I
19 | believe I've heard him say -- and, again, all
20 | of you can correct me on this, but he was
21 | looking for some form of an apology at one
22 | point. I don't know what he's looking for,
23 | but that's the inference I took.
24 | MR. MOORE: Mark and I actually discussed
25 | that a little bit.	And I had shared with Mark
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1 | this, I think, Mark's like, well, I don't know
2 | about an apology, but there might be some
3 | statements. But, you know, way back when I
4 | listened to an NPR article about how -- for
5 | med mal cases, they found that if the doctors
6 | just initially apologized, the med mal cases
7 | dropped tremendously. The problem is, people
8 | view an apology as something negative, as
9 | saying, I was wrong when you're not always
10 | wrong.
11 | So it would be, how do we go about --
12 | MR. PIERSONS: Right.
13 | MR. MOORE: -- doing that in a way that
14 | lets everybody feel like they were listened
15 | to, they were heard, and it was just a matter
16 | of --
17 | MR. PIERSONS: It has to be a win-win.
18 | Right?
19 | MR. MOORE: Right. You know, differences
20 | of opinion, but it's not that anyone's opinion
21 | was wrong. And so how do we accomplish that?
22 | Mark?
23 | MR. BARNEBEY: Yep. I am not -- one of
24 | the challenges here is I generally do not
25 | recommend apologizing.	I don't think there's
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1 | anything to apologize for. There are some
2 | differences of opinions here. And I think
3 | Fred is absolutely right that that's how you
4 | end up.
5 | There are some things that, you know,
6 | that we could probably agree -- I don't think
7 | it affected the bond issuance per se, but, you
8 | know, agree that there are certain things that
9 | we could have done better. But I think one of
10 | the challenges is trying to figure out to
11 | settle the matter if you wanted to settle.
12 | MR. PIERSONS: Right.
13 | MR. BARNEBEY: Other question is timing
14 | at this point given where we're at. But I do
15 | know that since some of you mentioned to me
16 | and -- on a couple of occasions that, you
17 | know, is there a way to settle this matter, I
18 | thought we should have this session to discuss
19 | whether or not there is some way to do that.
20 | MR. HEITZNER: So then the -- I mean, the
21 | 100-pound gorilla is the bond, so we put that
22 | out here. He's got a million other things
23 | that he continues to write rhetoric about.
24 | MR. BARNEBEY: Which we can't talk about.
25 | MR. HEITZNER: I mean, to me those are
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1 | the things, if we were to ever have a
2 | discussion with him, would be. Because the
3 | bond's not going -- the bond issue's not going
4 | away.
5 | MR. BARNEBEY: Yeah, I mean to some
6 | extent, his -- if you want to do that, you
7 | could -- you know, you're not bound by issuing
8 | the bonds necessarily. I mean, the Board
9 | could change its mind. So that's a political
10 | issue, per se, regardless of the -- regardless
11 | of even if we get a favorable ruling.
12 | So I don't know whether, as you pointed
13 | out, the bond issue probably is not going
14 | away, but that's a political issue as opposed
15 | to a -- a policy issue as opposed to a
16 | litigation issue, per se. The real question
17 | is whether we could issue the bonds if we
18 | wanted to, under the litigation.
19 | MR. HUEBNER: So I have a question. If
20 | we -- if the Supreme Court rules in our favor,
21 | we can move forward with the bond --
22 | MR. BARNEBEY: Um-hum.
23 | MR. HUEBNER: -- or we could not move
24 | forward with the bond if we decide to finance
25 | through other means?
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1 | MR. BARNEBEY: As far as I know, until we
2 | issue the bonds, we won't issue the bonds.
3 | MR. HUEBNER: Okay.
4 | MR. BARNEBEY: So I think the answer to
5 | that is yes.
6 | MR. HUEBNER: Okay. So the question I
7 | have is if we -- if any of us, like myself,
8 | like the business planning proposal and like
9 | the idea of moving in that direction, in which
10 | case it would walk away from the bond, we
11 | would have an opportunity possibly to use that
12 | as leverage to settle this with him right now;
13 | is that correct?
14 | MR. BARNEBEY: If that would be
15 | possible -- if that's where the board wanted
16 | to go, I think that discussion would have to
17 | be in public, but yes potentially, I guess.
18 | MR. HEITZNER: But that would be us
19 | foregoing the bond before there's a ruling.
20 | MR. BARNEBEY: Well --
21 | MS. DICKSON: Yeah.
22 | MR. BARNEBEY: Yeah. I mean, we're not
23 | going to settle a case if we've got a
24 | favorable ruling, let's put it that way.
25 | MS. DICKSON: Right.
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1 | MR. BARNEBEY: I think that makes sense.
2 | MR. MOORE: Now, if we're talking about
3 | settling it, maybe it's --
4 | MR. HEITZNER: Well, my point was -- let
5 | me just -- my point was to think about other
6 | forms of financing or whatever is secondary
7 | to -- we need to get a ruling on the bond
8 | first.
9 | MR. MOORE: Yes.
10 | MR. HEITZNER: We're not going to make a
11 | decision on other forms of financing without
12 | having the bond approved?
13 | MR. MOORE: Had that been involved
14 | perhaps, this five-year plan, a business plan
15 | in place for the club is the carrot to put out
16 | to Mr. Matt to try to settle the bond to allow
17 | it to move forward by saying, we are going to
18 | agree to these five things related to how
19 | we're planning the future, the expenses of the
20 | club, the revenue that we're hoping to derive
21 | from the improvements being made to the club
22 | itself.
23 | MR. PIERSONS: So I have a question on
24 | that. Approaching Mr. Matt, are we best to
25 | go, if we were to consider that, to approach
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1 | him and hear his view points before we take
2 | anyone to the table? Do we have to go to the
3 | table with an answer?
4 | MR. MOORE: We do not, although I would
5 | want to have something in mind that we're
6 | willing to do before approaching him, because
7 | if ultimately there isn't anything we can come
8 | up -- whether he would agree with it or not,
9 | if we can't come up to some type of plan,
10 | there's really no need to approach him because
11 | there's nothing that we're ever going to be
12 | able to agree to.
13 | MR. PIERSONS: Well, in reverse, he may
14 | make a statement to us that's just totally
15 | unacceptable, we can't -- we wouldn't have an
16 | answer.
17 | MS. DICKSON: But if I can, it would seem
18 | to me that why would we go -- he has not
19 | stated any alternative that he has pushed in
20 | all of his -- correct?	He has not pushed any
21 | particular resolution, Rusty, that -- in all
22 | of his writings of how he wants to see it
23 | done, what time frame --
24 | MR. PIERSONS: He didn't --
25 | MS. DICKSON: What?
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1 | MR. PIERSONS: I'm sorry. Go ahead.
2 | MS. DICKSON: I think we can all agree,
3 | if we've read any of the stuff, he has not
4 | proposed an alternative. He has only
5 | complained about process and the fact that he,
6 | you know, doesn't like all these elements and
7 | is critical of everything.
8 | MR. PIERSONS: So we're saying we're not
9 | open to asking him to give us --
10 | MS. DICKSON: I would say, why would we
11 | go to any one individual and ask them what
12 | they would like when they haven't --
13 | MR. PIERSONS: Well --
14 | MS. DICKSON: -- through all of this
15 | process, never offered an alternative, never
16 | suggested, "but if you do it this way." It
17 | seems to me strange that you would go and beg
18 | someone for, "Well, tell us your opinion."
19 | Why would we do that?
20 | That's not what we're fighting against.
21 | We're fighting against allegations of
22 | wrongdoing and all of the various things that
23 | he has brought to the Supreme Court in the
24 | appeal. I find it strange to go and --
25 | MR. PIERSONS: Well, it's certainly one
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1 | avenue, which is what I thought they were
2 | discussing here --
3 | MS. DICKSON: Yep.
4 | MR. PIERSONS: -- about approaching and
5 | trying to get a resolution to this.	Which, if
6 | we do nothing, we're not doing that.
7 | MR. MURPHY: Excuse me. We are weeks
8 | away, hopefully, from a decision.
9 | MR. PIERSONS: Yeah, that's fine.
10 | MR. MURPHY: Okay? So this conversation
11 | we're having, to me, might have been more
12 | interesting in February. Right now I
13 | personally have no interest in this. Okay?
14 | He has not presented a plan. We're at
15 | the eleventh hour.	The judge ruled. He has
16 | run the clock as long as possible, which has
17 | been his goal. He filed, if memory serves me
18 | right, the Friday of Fourth of July weekend,
19 | around 10 o'clock at night. The whole goal
20 | was to stall, somehow maybe change the Board,
21 | change the direction, kill the bond that way.
22 | He's relentless in his accusations and
23 | his claims. You were at the meeting last
24 | week. Crispy or extra crispy --
25 | MR. PIERSONS: I was --
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1 | THE COURT REPORTER: Crispy?
2 | MR. MURPHY: Crispy or extra crispy.
3 | Threatening civil action against us,
4 | implying we don't have D&O insurance. And he
5 | has two more lawsuits.	Crispy or extra
6 | crispy?
7 | MR. PIERSONS: Yeah.
8 | MR. MURPHY: Personally, this is not an
9 | individual who I feel like sitting down and
10 | discussing a settlement in the eleventh hour.
11 | That is a big mistake in my opinion.
12 | MR. PIERSONS: Well, what happens if we
13 | get to the end of June and nothing happens?
14 | Now we wait another two months and we're
15 | not -- we're not 30 days out, we're 90 days
16 | out.
17 | MR. MOORE: What I was thinking is I
18 | would think that you should just sit on
19 | anything, because if an opinion's going to
20 | come, it's going to come in June.
21 | MR. PIERSONS: Right.
22 | MR. MOORE: Otherwise we're now looking
23 | to the fall, and now there might be a reason
24 | to say, is a there a settlement that we need,
25 | because I think the drop-dead date is
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1 | September.
2 | When do you need to make the assessment
3 | rolls?
4 | MS. CARVALHO: September.
5 | MR. BARNEBEY: Yes.
6 | MS. CARVALHO: September 15th it has to
7 | be certified with the tax collector.
8 | August 15 was the internal deadline.
9 | MR. BARNEBEY: Right.
10 | MR. MOORE: So if an opinion's not issued
11 | in June, it might be, Let's come to a
12 | discussion. This is why I think you do need
13 | to have something in mind to where someone
14 | approaches Mr. Matt to say, Listen, things are
15 | going to be different, and I don't think
16 | you're going to like that alternative either.
17 | Here is a rough proposal that we hope would
18 | work for you. You know, we've got the
19 | five-year plan in place. We're going to have,
20 | you know, X, Y, Z, would that suffice?
21 | And if this framework works, we can tweak
22 | it and we can get the bond issued through the
23 | dismissal and move forward, but knowing that
24 | it would have to take place in July, beginning
25 | of August.
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1 | MS. DICKSON: Um-hum.
2 | MS. CARVALHO: Real quick, I want to make
3 | sure, and maybe the Board understands this,
4 | but even the approach of potentially going
5 | with an offering, right, extending an offering
6 | to Dean, you will be present in that
7 | discussion. Correct?
8 | MR. MOORE: I would want to be present.
9 | MS. CARVALHO: Yes.
10 | MS. DICKSON: It would be myself and a
11 | representative from the District.
12 | MS. CARVALHO: I just want to make sure
13 | that it's clear, because we are in litigation.
14 | So when you have a litigation matter, really
15 | any board member has to have representation of
16 | the attorney that's litigating that case
17 | present. This is not a one-on-one
18 | conversation.
19 | MR. PIERSONS: Okay.
20 | MR. MOORE: And now maybe when this is
21 | transcribed and Mr. Matt reads this, he'll
22 | say, That's untrue, Fred, but I felt like I
23 | had a mutual meeting with him. Several times
24 | I had to meet with him to deal with the
25 | record, and we were friendly.	It was
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1 | professional. There wasn't any real animosity
2 | between the two of us. So, you know, I would
3 | like to think that he would be receptive to a
4 | conversation with me. I'm not Mr. Barnebey
5 | here, the big bad District attorney.
6 | MR. BARNEBEY: I do think one of the
7 | challenges here is he has not discussed any,
8 | any potential settlement with us. I would
9 | have thought he would have reached out to us
10 | to do that, but he has not done that. And I
11 | certainly can appreciate David's comments.
12 | MR. PIERSONS: Well, if he thinks he's
13 | going win, and I'm not saying he does, he
14 | would have no reason to approach us.
15 | MR. BARNEBEY: Understood.
16 | MR. MURPHY: Excuse me. He has
17 | repeatedly called for resignation of certain
18 | board members.
19 | MR. PIERSONS: Yeah.
20 | MR. MURPHY: I believe he's also called
21 | for resignation of board members who are no
22 | longer on the board. In my opinion, this is
23 | just my opinion of course, he hasn't offered
24 | up a settlement because he has no skin in the
25 | game. If he was into this for $100,000 in
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1 | legal fees, then I think he would be
2 | potentially more inclined to raise his hand.
3 | This provides material for monthly
4 | meetings, for the endless, repetitive emails
5 | sent out throughout the community.
6 | I met with Dean Matt and Steve Parkinson,
7 | along with John Fetsick, in November, before
8 | we even had this whole referendum with the
9 | town halls. And he presented himself as a
10 | spokesperson for the opposition. We hadn't
11 | even presented things at the town halls. And
12 | we thanked him. He told us all about his
13 | background in business in the marijuana
14 | industry, and his offer to be spokesperson.
15 | We were polite and very cordial, and that was
16 | that.
17 | And then a couple months later, when we
18 | started the town halls, he was very vocal
19 | right from the get-go, accusing us of all
20 | kinds of things.	And then it was off to the
21 | races. So -- and again, as recently as last
22 | week, it's just this endless barrage.
23 | So he doesn't have skin in the game. He
24 | moved in here after the turnover. So he knew
25 | what the financial burden was and he knew what
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1 | the terms of the deal was. He wasn't here
2 | before the turnover. He came in after
3 | everything was done.
4 | So, again, I see no benefit, especially
5 | at this point in the calendar, to speaking
6 | with him. And hopefully the bond will
7 | prevail. And after it does, in my opinion, he
8 | will continue to come after certain members
9 | and certain policies because this is now his
10 | platform. This is what he does. This is his
11 | profession.
12 | MR. PIERSONS: When you say turnover,
13 | you're speaking specifically when we took it
14 | over?
15 | MR. MURPHY: Yes.
16 | MR. PIERSONS: Okay.
17 | MR. MURPHY: Yeah. Yeah. So I think
18 | this is --
19 | MR. MOORE: "We" being the District.
20 | MR. PIERSONS: Yeah. Right.
21 | MR. MURPHY: Yeah, "we" being the
22 | District.
23 | MS. DICKSON: Yeah, not this Board.
24 | MR. MURPHY: No, no, no.
25 | MR. PIERSONS: That's what I wondered.
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1 | MR. HUEBNER: So I have two questions.
2 | If the Supreme Court decides in our favor,
3 | that would permit us to proceed forward with
4 | the bond.
5 | MR. BARNEBEY: Um-hum.
6 | MR. HUEBNER: What do we think will
7 | happen with Mr. Matt? Will he walk away at
8 | that point? Will he begin these additional
9 | crispy and extra crispy lawsuits?
10 | MR. HEITZNER: Yes.
11 | MR. HUEBNER: Do you think that's --
12 | MS. DICKSON: Oh, yeah.
13 | MR. HEITZNER: Yeah. Well, we'll have to
14 | walk away from the bond, but he'll --
15 | MR. MURPHY: No, there will be a new --
16 | new complaint about something. Again, this is
17 | just my opinion as someone who's dealt with
18 | him.
19 | MR. HUEBNER: So what happens if the
20 | Supreme Court decides against us?	It will be
21 | sent back down to the lower courts to review
22 | again?
23 | MS. DICKSON: It's not going to --
24 | MR. MOORE: It could be over because --
25 | depends on what the opinion is. It could just
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1 | be over. Could go back down. Then it would
2 | be up to the Board to decide, do we still want
3 | to issue the bond and do we correct whatever
4 | it is the Supreme Court says was done wrong or
5 | not.
6 | MR. HUEBNER: Um-hum.
7 | MS. DICKSON: And then that starts the
8 | process over again.
9 | MR. PIERSONS: Right.
10 | MS. DICKSON: With possibility of
11 | appeals, et cetera.
12 | MR. MOORE: Correct.
13 | MR. HEITZNER: It continues to delay
14 | everything. So --
15 | MS. DICKSON: If I may? So the reality
16 | is that we're going to be approaching this
17 | question of the irrigation system and -- I
18 | know, but this is all part of the whole thing.
19 | So if we don't do the bond or if they don't
20 | make a decision, we've got decisions as a
21 | board that we are going to make. We have to.
22 | We have deadlines. So we are going to be
23 | looking at all of those alternatives.
24 | I know, from what I understand from John,
25 | you were -- you and Paul and John are looking
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1 | at the financial impacts of the various
2 | things, not just the Business Planning Group,
3 | which remember, we also have UPCAI we have to
4 | deal with on any changes in membership status.
5 | So they come into play on that.
6 | But putting that aside, there are a
7 | number of things, ideas that people have put
8 | forward in terms of alternative financing.
9 | We're going to be discussing all of those.
10 | And we may opt, Okay, we're going to move
11 | forward and we're not going to deal with the
12 | bond. We're going to go forward, we're going
13 | to go with the assessment.
14 | There's all these options. There's the
15 | options of the assessment that was on the
16 | table two years ago, when we put this whole
17 | thing together. It was either the bond or we
18 | would look at do incremental assessments to
19 | the community and move forward with the plan.
20 | So it's not all about the court and what
21 | they decide. It's also going to be about what
22 | this board decides in terms of how far we're
23 | going to take it, how much more we're going to
24 | expend. Does the cost of extending the ban
25 | outweigh the cost of doing something else
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1 | alternatively from the financing standpoint.
2 | MR. BARNEBEY: But you -- and all that
3 | wraps into why -- why -- whether or not we
4 | want to move forward with discussions, any
5 | discussions with Dean Matt at this point.	I
6 | think if there's going to be discussion in
7 | that regard, then those are all the factors
8 | that should be considered by Board.
9 | MR. HUEBNER: I'm just trying to
10 | understand what the ongoing litigation
11 | scenario may be and/or the expense that will
12 | continue on with that. And if there was an
13 | opportunity to get to some resolution that we
14 | could bring those things to an end and not
15 | have this stuff continue into the future.
16 | MR. MOORE: That can only work so much
17 | because we don't know what future facts are
18 | going to be created. So we can't get him to
19 | agree not to do something in the future that
20 | he doesn't know will exist.
21 | But I will say, crispy or extra crispy
22 | puts much more skin in the game on Mr. Matt's
23 | side because within the validation process --
24 | MR. PIERSONS: Yeah, the --
25 | MR. MOORE: Within the validation process
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1 | we're -- this is very much regimented, and you
2 | can't say this is frivolous or this isn't
3 | frivolous, a lot of anything crispy or extra
4 | crispy, that's a whole different set of facts
5 | and a lot more skin in the game by Mr. --
6 | Mr. Matt.
7 | So really the focus is here, do we need
8 | the bond? Do we need it now? Is it the only
9 | alternative or do we have other options? That
10 | would be the factor I would look at on how to
11 | approach a settlement with Mr. Matt for the
12 | validation, because we can't -- it's not going
13 | to settle any grievances he might have related
14 | to future acts.
15 | MR. BARNEBEY: And just to remind you, if
16 | he does file suit against us, we could ask for
17 | another shade meeting on that at that point.
18 | MS. DICKSON: Oh, yeah.
19 | MR. BARNEBEY: On whatever it is.
20 | Just talk about costs for a second, and
21 | you can correct me if I'm wrong, assuming that
22 | we -- generally the consensus is not to hire
23 | outside counsel at this point, we may have no
24 | other legal costs if the decision comes out in
25 | our favor --
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1 | MR. MOORE: I wouldn't say "no," but it
2 | would be nominal.
3 | MR. BARNEBEY: Minimal, yeah.
4 | MR. MOORE: I would read the opinion and
5 | going through that --
6 | MR. BARNEBEY: I understand that.
7 | MR. MOORE: But it's -- and if there's
8 | oral argument -- I don't recall what our
9 | current hourly rate is for you all, but, you
10 | know, I would say if it was $300 an hour, it
11 | would probably be in the neighborhood of
12 | $12,000, would be what I would think the
13 | preparation and attendance at the oral
14 | argument would be.
15 | MR. MURPHY: Yeah. And I believe the
16 | real cost has been what it's done to the
17 | community. Inflation. These looming tariffs.
18 | Denying our residents access to amenities that
19 | they deserve by continuing to push the
20 | calendar out.	Those are the real costs in my
21 | opinion.
22 | And our job is to represent this
23 | community and to do things in the best
24 | interest of the community, whether it serves
25 | our personal needs or not.	And I think that's
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1 | been the most harm done by this action on the
2 | part of one individual out of 1,201 homes.
3 | And that's the cost we're going to see two
4 | years from now, three years from now, when we
5 | go to build something.
6 | We spoke in the town halls about
7 | alternative financing. There's assessments,
8 | assessments over time, staggered settlements.
9 | We looked at every combination. Short-term
10 | financing.
11 | The bottom line is we've got to pay for
12 | things. And it was decided by the Board at
13 | the time that the bond was the lowest-cost way
14 | to do it. People could also retire the bond,
15 | as we told people, for like $16,000, on day
16 | one. So all these inflated 20, 30-year
17 | numbers, I would say no one takes out a
18 | $450,000 mortgage and says I have a million
19 | and one mortgage on the house. And they paid
20 | 800,000 for the house.	Who would do that?
21 | But that's the sort of funny math that gets
22 | presented.
23 | So there are lots of ways to pay for
24 | things. We can incorporate parts of the
25 | Business Planning Group. I think you've got
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1 | some good ideas. The lifestyle membership
2 | was --
3 | MR. BARNEBEY: Hold on. Hold on. We're
4 | starting to get off track to your --
5 | MR. MURPHY: I'm sorry.
6 | MR. HUEBNER: So to your point --
7 | MR. MURPHY: There are many options we
8 | will have, but first we need to get this case
9 | settled so we know that the bond remains an
10 | option.	And then we can discuss how large the
11 | bond should be, et cetera.
12 | MR. BARNEBEY: So the question -- and I
13 | think I know your -- I mean, you've already
14 | stated your opinion on this.
15 | At this point whether or not we want to
16 | reach out to Dean Matt and discuss settlement
17 | is, I think, the question on the -- and what
18 | that might look like would be the question on
19 | the table.
20 | MR. PIERSONS: Well, again, I'm guessing,
21 | but I thought I was hearing you say -- I know
22 | David inferred it, but obviously through the
23 | month of June, we wouldn't want to do that
24 | because we don't know where the status is, but
25 | after June, whatever that date is, 31st or
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1 | 30th, we may want to have a --
2 | MR. MOORE: That would be up to you all
3 | to decide but --
4 | MR. PIERSONS: We may.
5 | MR. MOORE: -- what I would say, if
6 | that's the way the Board's leaning --
7 | MR. PIERSONS: Correct.
8 | MR. MOORE: -- then I would say we would
9 | probably want to reach out to Mr. Matt at the
10 | tail end of -- not in July, but the tail end
11 | of June, because --
12 | MR. PIERSONS: Yeah.
13 | MR. MOORE: -- it's going to take a week
14 | or two to set anything up anyways.
15 | MR. PIERSONS: Sure.
16 | MR. MOORE: And certainly if a decision
17 | happened that last week, we just don't set up
18 | or show up.
19 | MR. PIERSONS: Right.
20 | MR. MOORE: But at least if that's what
21 | the Board wants to do, we've got something in
22 | the pipeline, and we meet in early July so we
23 | know whether we can get something done before
24 | the internal August 15th deadline.
25 | MR. PIERSONS: So that's -- if I hear
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1 | correctly, that's one option. Are there other
2 | options?
3 | MR. MOORE: First option is we sit and do
4 | nothing and we wait for an opinion. The
5 | second option is we approach him now and see
6 | if there's some set of terms that we can
7 | provide to him. And then the third would be
8 | we see how June goes and approach him with
9 | that same set of possible terms.
10 | MR. PIERSONS: Yeah.
11 | MR. BARNEBEY: And certainly if he made a
12 | proposal to us, a good faith proposal to us,
13 | we would have to bring that to you.
14 | MR. PIERSONS: Yeah.
15 | MR. MURPHY: Sure.
16 | MR. BARNEBEY: But that has not happened
17 | as of yet.
18 | MR. HEITZNER: I have to say, so I've
19 | been a proponent for a while of Rusty doing
20 | exactly what he has suggested.	Listening to
21 | the conversation, I'm more inclined to wait
22 | until we're at a point that that is the only
23 | option. Because if we don't get a ruling by
24 | the end of --
25 | MR. PIERSONS: June.
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1 | MR. HEITZNER: -- June, whatever the date
2 | was, then maybe that's the point in time that
3 | that's worth a conversation, but until then --
4 | MR. MURPHY: I agree.
5 | MR. MOORE: And I will say, I don't want
6 | to say that there's absolutely no chance that
7 | an opinion would come in July or August. It
8 | just -- it seems very unlikely since they
9 | don't have oral argument. And I will say,
10 | many, many attorneys and judges I know take
11 | July off for vacations. So I think that's --
12 | the likely scenario is no oral arguments, no
13 | case --
14 | MR. HEITZNER: But since we have to make
15 | some decisions prior to then, when the ruling
16 | might come, talking to him and making a point
17 | of saying, Look, we want to come to some sort
18 | of a resolution prior to us having to put
19 | these assessments in place, or whatever it is
20 | that we decide is the best solution from a
21 | financing standpoint, I think that's -- that,
22 | to me, that's the time to have that
23 | conversation.
24 | MR. BARNEBEY: Is that the consensus at
25 | this point?
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1 | MR. MURPHY: I don't want to speak to him
2 | at any point, but that's clearly a --
3 | MR. PIERSONS: Yeah, I agree with Steve.
4 | MR. MURPHY: That's clearly an option
5 | that we can consider when the time comes.
6 | MR. HUEBNER: So I disagree with David.
7 | I think we should talk to him and try to find
8 | a resolution, see if there's anything we could
9 | do that would allow him to -- us to move
10 | forward, otherwise we're going to continue
11 | forward. And I'd put it to him that way. The
12 | worse that happens is he says no. We walk
13 | away.
14 | We might be able to get there sooner. I
15 | understand the timeline of -- the June
16 | timeline because then we're in a bit of a
17 | bind, but he'll know we're in a bit of a bind
18 | at that point.
19 | MR. HEITZNER: Well, we're -- we're in a
20 | bind and we're not in a bind.	Right?	Because
21 | we're not in a bind because we can just say
22 | we're going to move forward with assessments.
23 | MS. DICKSON: Correct.
24 | MR. MURPHY: Right.
25 | MR. HEITZNER: That puts him in a bind, I
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1 | think. Right? I think.
2 | MR. MOORE: We have been very --
3 | MR. PIERSONS: Well, it doesn't put him
4 | in a bind. He's done. Right?
5 | MR. HEITZNER: Yeah.
6 | MR. MURPHY: Well, we have been clear
7 | since the beginning that the alternative, if
8 | the bond did not succeed -- and this is
9 | pre Dean Matt's litigation -- that we have to
10 | pay the bills. And this is how you pay it. I
11 | mean, assessments and multi-year signal,
12 | whatever. And we cranked it back. I mean, we
13 | decided ultimately not to go with the 7,500
14 | and 7,500, and said let's just fund the
15 | irrigation, at least part of the irrigation,
16 | and we'll take the rest out of the bank. So
17 | we made it as painless as possible.
18 | And we need the money. And we need to
19 | find the money. And it can't be, with all due
20 | respect to the Business Planning Group, it all
21 | can't be on projections over the next five
22 | years. Can we reduce the size of the bond?
23 | Perhaps. Are there things that we could do?
24 | Sure. And I think we should incorporate some
25 | of those ideas. But we're still going --
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1 | we're still going to need the money, so...
2 | MR. HUEBNER: So I have one more
3 | consideration. If we could come to a
4 | settlement, let's say his terms are something
5 | we could accomplish, it would end any
6 | potential risk of further suit, I think.
7 | MS. DICKSON: No, it would not. I don't
8 | believe that.
9 | MR. HUEBNER: That would be part of the
10 | settlement in my opinion.
11 | MS. DICKSON: How do you guarantee that?
12 | MR. MOORE: Any releases that would be
13 | part of a settlement would only be looking to
14 | the past, not to future acts, future claims,
15 | so...
16 | MR. HUEBNER: Okay. But the stuff he's
17 | talking about is past stuff.
18 | MR. MURPHY: But it wouldn't take off the
19 | table future litigation, threats of
20 | litigation. No, you couldn't get that
21 | release, which is what I thought you were --
22 | MR. HUEBNER: No, no, no. I'm just
23 | talking about the other issues that he's
24 | addressed, if they were part of the
25 | settlement, then we limit our cost of
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1 | litigation moving forward.
2 | MS. DICKSON: I'm not sure -- can you
3 | give me an example when you say -- what are we
4 | limiting --
5 | MR. HUEBNER: If he sues us for some
6 | other stuff relative to what's happened in the
7 | past, regardless of how this is decided, we're
8 | going to continue to have legal bills moving
9 | forward. If we settle with him now, give him
10 | something that makes him happy, with the
11 | understanding that anything that he is holding
12 | against us in the past, there's no lawsuits,
13 | it comes to an end.
14 | We've all agreed he's going to continue
15 | to sue us whether the Supreme Court decides
16 | either way.
17 | MR. MOORE: A release would -- could
18 | apply to any and all known claims as of the
19 | day of the settlement. Right.
20 | MR. HUEBNER: That's what I'm talking
21 | about.
22 | MS. DICKSON: And -- excuse me. But then
23 | on day two, we make a decision as the Board,
24 | and he finds fault with that. And now he's
25 | going to hold -- he's got a new approach that
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1 | he wants to now have a lawsuit over.
2 | So I think we have to deal with realities
3 | of the threatened lawsuits -- and it goes back
4 | to Rusty and alluding to that this is a -- by
5 | saying an apology, that this is a big
6 | emotional issue. | You don't, in my opinion,
7 | you don't settle based on someone's emotions.
8 | And apology for what? | What is the litany
9 | of apologies that would be necessary?
10 | Obviously you have some sense because you've

11

had the conversation.
MR. PIERSONS:
to us.
MS. DICKSON: MR. PIERSONS:
publicly.
MS. DICKSON:
MR. PIERSONS: So MS. DICKSON: So
disagreeing?
MR. PIERSONS:
Sally, in reality, you hypothetical based on future that he's going else. Whether we do a

You said you --

12 | | l, I've heard him talk
13 | |
14 | | ?
15 | | e heard him talk to us
16 | |
17 | | .
18 | | --
19 | | apologies for
20 | |
21 | | l, you're making --
22 | | re making a
23 | | the future, based on the
24 | | to sue us on something
25 | | ything or not, whether

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1 | we win the case, he can sue us any time he
2 | wants to. Anybody can sue anybody --
3 | MS. DICKSON: Oh, I --
4 | MR. PIERSONS: -- they want.
5 | MS. DICKSON: Oh, no, Rusty, don't
6 | misinterpret what I just said. You referred
7 | to a settlement and saying, well, frankly, he
8 | really wants an apology. That's for the past.
9 | MR. PIERSONS: He inferred that.
10 | MS. DICKSON: I'm now talking about for
11 | future.
12 | MR. PIERSONS: He inferred that.
13 | MS. DICKSON: So how do you -- what is an
14 | apology -- how does an apology -- well, you're
15 | the one who said it. What is your
16 | interpretation --
17 | MR. PIERSONS: In one of his meetings,
18 | and it might have been two, he clearly said,
19 | "I'm owed an apology." He clearly said it.
20 | We can go look at the videos if we need to.
21 | MS. DICKSON: Sure, we can. Sure, we
22 | can.
23 | MR. PIERSONS: I can't pull that -- he
24 | said it. I didn't.
25 | MS. DICKSON: Oh, so your approach --
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1 | MR. PIERSONS: So his emotional thoughts
2 | are into it, so --
3 | MS. DICKSON: Very much so.
4 | MR. PIERSONS: Yeah. And I think it has
5 | gotten somewhat personal throughout the whole
6 | time frame.
7 | MS. DICKSON: Somewhat personal in terms
8 | of?
9 | MR. PIERSONS: The entire discussion over
10 | the last year has gotten a little personal.
11 | MR. MURPHY: Against -- against some of
12 | the board members. Okay?
13 | MR. PIERSONS: Yeah, it is.
14 | MR. MURPHY: Okay. And well, that's --
15 | MS. DICKSON: Well, are you concerned
16 | about getting personal against him? I guess
17 | that's my question.
18 | MR. PIERSONS: Yeah, I think it's gone a
19 | little bit both ways. Yes, I do.
20 | MS. DICKSON: Okay.
21 | MR. PIERSONS: Yeah.
22 | MS. DICKSON: So there was no place for
23 | that. On the other hand, people are human.
24 | MR. PIERSONS: Right.
25 | MS. DICKSON: And when you're not the
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1 | recipient of those attacks, you probably have
2 | a very different opinion. But I think all of
3 | those personal attacks reflect, not just on
4 | certain people, but on the entire board and
5 | the integrity of the entire whole group.
6 | MR. PIERSONS: Right.
7 | MS. DICKSON: So I suggest that we just
8 | remember that. And I see that there's no
9 | place for that. And I certainly see there's
10 | no place for an apology based on somebody's
11 | hurt feelings or whatever other machinations
12 | are going on inside their head. That has
13 | nothing to do with the realities and the
14 | details of what's going to happen here
15 | financially and --
16 | MR. PIERSONS: So there is one thing that
17 | we don't have on the table to go to him with.
18 | If the majority of the people here feel that
19 | we wouldn't accept an apology, well, then
20 | that's part -- that's not acceptable.
21 | MS. DICKSON: If we --
22 | MR. PIERSONS: I mean, I'll come back and
23 | say I happen to agree with Steve. I heard you
24 | say no now. I happen to think that over the
25 | next 30 days, we should be prepared to go meet
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1 | with him if nothing happens. Because we're --
2 | MS. DICKSON: If nothing happens.
3 | MR. PIERSONS: Right.
4 | MS. DICKSON: So when you --
5 | MR. PIERSONS: Correct.
6 | MS. DICKSON: Well, wait. When you say
7 | over the next 30 days --
8 | MR. PIERSONS: If we don't win, or this
9 | case doesn't move forward --
10 | MR. BARNEBEY: By the end of June.
11 | MR. PIERSONS: By end of June.
12 | MS. DICKSON: Then we should think about
13 | having a conversation?
14 | MR. PIERSONS: Yes. I --
15 | MS. DICKSON: Okay. That's different
16 | from --
17 | MR. PIERSONS: As I said -- as I said
18 | before on the record, I agree with Steve --
19 | MR. MOORE: There's a court reporter
20 | here, so --
21 | MS. DICKSON: I'm sorry.
22 | MR. MOORE: -- one at a time.
23 | MR. PIERSONS: Okay.
24 | MS. DICKSON: Sometimes it takes some
25 | clarification.
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1 | MR. PIERSONS: Yeah.
2 | MS. DICKSON: So I think --
3 | MR. PIERSONS: Go back and look at the
4 | notes.
5 | THE COURT REPORTER: You're still doing
6 | it. One at a time.
7 | MR. PIERSONS: Yeah.
8 | MS. DICKSON: Yeah. Nobody's questioning
9 | looking at the notes. I think my point on the
10 | 30 days and trying to clarify is we're not
11 | talking about doing something before the end
12 | of June in the chance that we are going to get
13 | some kind of a conclusion from the Supreme
14 | Court. So --
15 | MR. PIERSONS: Ultimately that's what
16 | Steve and I stated. David did not.
17 | MS. DICKSON: I believe --
18 | MR. PIERSONS: And Scott said it.
19 | MS. DICKSON: Okay. Can I just finish my
20 | statement?
21 | MR. PIERSONS: Sorry. I thought you were
22 | done.
23 | MS. DICKSON: No, I wasn't. So my point
24 | being that's what we're talking about, because
25 | I also heard, I think we should move forward
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1 | and have those discussions. So not before the
2 | end of June so that we see what happens. And
3 | then the concept of maybe reach out, but
4 | when -- in reaching out with -- I guess the
5 | question is with an open book and say what do
6 | you want? Or is it with a, here's what we can
7 | do?
8 | I guess I question that. Do you
9 | typically go into a settlement situation with
10 | no idea of what someone wants throughout
11 | multiple months and months and months of
12 | complaints and criticisms and threats where --
13 | do you go in blindly and say, okay, so after
14 | all of this, what is it you want? Or do you
15 | go in and say, look, here's what we ascertain
16 | from all of your multi-page -- whatevers, you
17 | know, here's where we stand on these things?
18 | I don't understand the -- explain how the
19 | settlement process would work.
20 | MR. MOORE: I mean, it can work however
21 | we choose to go. But I might in this instance
22 | approach it from the perspective of, You do
23 | realize it seems unlikely that a decision is
24 | going to be made between now and September 1st
25 | that's going to cause other pain to the
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1 | residents of the District because the
2 | District's going to have to evaluate other
3 | financing arrangements because these things
4 | are going to get done. So how can we satisfy
5 | you to allow what we feel is the best
6 | financing to move forward?
7 | You know, what is it that you're looking
8 | for out of this, other than we're just not
9 | going to bond this debt? Because that's just
10 | not going to happen. And then listen.
11 | MR. PIERSONS: But back to what you said,
12 | I thought earlier, that somehow we want to
13 | turn this into a -- it's got to be win-win for
14 | both sides.
15 | MR. MOORE: And I think --
16 | MR. PIERSONS: He can't just be the
17 | winner and we're not getting anything.
18 | MR. MOORE: Well, I think by approaching
19 | and saying that if the bond's not issued,
20 | we're moving forward with financing these
21 | repairs, no matter what. It's just how much
22 | pain do each of the residents want to have now
23 | versus over time. And so what can we do to
24 | satisfy you to let this bond go forward? You
25 | know, maybe it's -- what is it, is it up to
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1 | $21 million? Maybe we say we only need up to
2 | $15 million. Maybe we have a clear business
3 | plan for what we want to do with the club for
4 | inviting in the public.
5 | These are the things that might be on the
6 | table. You know, and then part of it is just
7 | letting him know that he's not going to be a
8 | winner in this even if he wins this appeal, so
9 | how can we both have an exit route.
10 | MR. PIERSONS: That's a good one.
11 | MR. MURPHY: Whoever made the statement
12 | earlier, might have been Sally, is very
13 | accurate. In all of this, there's never been
14 | a plan, that I have seen. Maybe Scott or
15 | Rusty, maybe he's presented a plan at one of
16 | his meetings. I'm not aware of any plan.
17 | His plan, in my summation, is do nothing.
18 | We don't need anything. The irrigation should
19 | have been paid for by the prior owner, the
20 | developer. We overpaid for the club. The
21 | prior board was irresponsible. This board is
22 | irresponsible. The board in between was
23 | irresponsible. Everyone's irresponsible. And
24 | never have I seen an alternative.
25 | He will lament the interest on a 20-year
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1 | bond, but short-term financing needs to be
2 | paid back. But he doesn't even propose that.
3 | I've certainly had a fair amount of
4 | contact with him when I was handling
5 | communications. No decision has ever been a
6 | good decision. Nobody on the board who he
7 | gets involved with is competent in any way.
8 | You're new. You're new. Over time, no
9 | competency. UPCAI, incompetent. But never
10 | have I seen a plan, an alternative proposal
11 | that we could consider. And I've been sitting
12 | here a while, and I was dealing with him
13 | before then.
14 | MS. CARVALHO: I have a question from a
15 | process standpoint. If the Board determines
16 | today that we'll potentially talk to him,
17 | right, after that time frame of June, what
18 | happens? Do we not discuss it in the public,
19 | a motion of going to talk to him? Or is there
20 | an additional shade meeting to determine what
21 | will be the parameters of that discussion that
22 | will occur, let's say just putting as an
23 | example, Rusty with Fred? Do you understand?
24 | MR. BARNEBEY: Yeah, I do understand.
25 | But the answer to that question is --
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1 | MR. HEITZNER: I don't think he'll be
2 | happy in front of him.
3 | MR. BARNEBEY: Well, at this point -- at
4 | this point, my recommendation would be,
5 | because I don't know there's a consensus to
6 | what we should be talking to him about, is we
7 | come back sometime after July 1, and then
8 | decide if we want to -- what we would do. And
9 | we'd come back and we'd do that in a shade
10 | meeting as well.
11 | MR. HUEBNER: Okay.
12 | MR. BARNEBEY: I don't think there's
13 | anything at this point to do in public. The
14 | consensus is first not to do anything at this
15 | point, is what I'm hearing. You all can
16 | correct me if I'm wrong. But to reevaluate
17 | where we're at after July 1.
18 | MS. CARVALHO: Yeah, I just wanted to
19 | emphasize that process because when you're in
20 | the shade and if there is consensus of the
21 | Board about any type of direction that
22 | happens --
23 | MR. BARNEBEY: That's not necessarily
24 | true.
25 | MS. CARVALHO: Has go back to the --
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1 | MR. BARNEBEY: Depends on -- depends on
2 | what we're talking about.
3 | MS. CARVALHO: Right.
4 | MR. BARNEBEY: We're going to make a
5 | formal proposal, absolutely.
6 | MS. CARVALHO: That's what I mean.
7 | Exactly.
8 | MR. BARNEBEY: We're not talking about
9 | making a formal proposal. Getting consensus
10 | to talk to him would be a different issue.
11 | That would not necessarily have to go out to
12 | the Board.
13 | MS. DICKSON: What's the advance notice
14 | required for a shade meeting?
15 | MR. BARNEBEY: Seven days. But I have to
16 | announce it in a public meeting in advance of
17 | that. Well, somebody does. And so --
18 | MS. DICKSON: Okay. So if by July 1st,
19 | which is our next workshop -- would that
20 | count?
21 | MR. BARNEBEY: Yes.
22 | MS. DICKSON: At that point you could
23 | say, I'm also going to announce that, you
24 | know, we're giving our seven days notice that
25 | we are going to be scheduling a shade meeting.
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1 | MR. BARNEBEY: We would want to see where
2 | we are and when we could have a shade meeting.
3 | MS. DICKSON: Okay.
4 | MR. BARNEBEY: And that may make it --
5 | may push it off to a meeting in July, but
6 | whatever --
7 | MR. PIERSONS: So you wouldn't do that
8 | meeting at the end of June?
9 | MR. BARNEBEY: No. Not from what I've
10 | heard. Not from what the discussions have
11 | been so far.
12 | MR. PIERSONS: Yep.
13 | MR. BARNEBEY: You could have shade
14 | meetings as often as you'd like, but based on
15 | the discussion, I think what I'm hearing is --
16 | MR. PIERSONS: Right.
17 | MR. BARNEBEY: -- we reevaluate where
18 | we're at after July 1.
19 | MS. DICKSON: Okay.
20 | MR. BARNEBEY: Anything else we want to
21 | talk about? But I would say this, if we're
22 | going to have a discussion after July 1, you
23 | need to be thinking about what might be the
24 | possible discussion topic --
25 | MS. DICKSON: Definitely.
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MR. BARNEBEY: -- as to what you're
doing, as to what you're willing to talk to
him about. That would be my recommendation.
MR. HEITZNER: Well, I think we should be
thinking about the things that he's going to
want, because I think we can probably come up
with a lot of those.
MS. DICKSON: Oh, sure, we can.
MR. HEITZNER: So that we can get those
off -- you know, determine whether we want --
you know, that's off the table, that's off the
table. I mean, we should know that in
advance.

MR. BARNEBEY:
want and what --
MR. HEITZNER:
anticipate.
MR. BARNEBEY:
willing to look at.
And I apologize.

We should know what we

And what we can

See what he might be
I would agree with you.

Okay. With that, if you want, we can
recess this session, the attorney/client
session, and then go back into the public
session. And I'll have a short comment to
make and then we'll go from there.

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1 | MS. DICKSON: Okay. |
2 | MR. BARNEBEY: No more confidential. |
3 | (Thereupon, this shade meeting was |
4 | concluded at 12:26 p.m.) |
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1
2	REPORTER CERTIFICATE
3
4	STATE OF FLORIDA ) COUNTY OF SARASOTA)
5
I, SHARON F. BUTLER, Court Reporter,
certify that I was authorized to and did
stenographically report the foregoing
proceedings and that the transcript is a true
and complete record of my stenographic notes.
Dated this 9th day of June, 2025. 12
13
14

15
16	SHARON F. BUTLER, Court Reporter 17
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