Title: 05-28-2026
Keywords: TCPDF

Shade Meeting

University Park Recreation District Board of Supervisors May 28, 2026

1904 Manatee Ave. W Suite 300
Bradenton, FL 34205

941-344-6099
admin@libertycourtreportingfl.com

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UNIVERSITY PARK RECREATION DISTRICT BOARD OF SUPERVISORS
SPECIAL MEETING AND ATTORNEY-CLIENT SESSION MEETING RE: Case No. SC2024-0990

DATE: | Thursday, May 28, 2026
TIME: | Commencing at 9:00 a.m.

LOCATION:

University Park Community Association 8301 The Park Boulevard
University Park, Florida 34201

APPEARANCES:

Steve Heitzner, Chairperson
Scott Huebner, Second Vice Chairperson Gregory Selep, Board Secretary
Steve Swanson, Treasurer
Vivian Carvalho, District Manager

MARK P. BARNEBEY, ESQUIRE FRED E. MOORE, ESQUIRE
Blalock Walters
802 11th Street West
Bradenton, Florida 34205

Proceedings were taken before: Jennifer Sirois, Notary Public
Liberty Court Reporting 1904 Manatee Avenue West Bradenton, Florida 34205

Liberty Court Reporting
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MS. CARVALHO: University Park Recreation District Special Meeting of the Board of Supervisors and attorney-client session meeting is now called to order.
Today is Thursday, May 28, 2026. It is exactly nine o'clock a.m.
Let's do roll call. Steve Heitzner.
MR. HEITZNER: Here.
MS. CARVALHO: Scott Huebner. MR. HUEBNER: Here.
MS. CARVALHO: Gregory Selep. MR. SELEP: Here.
MS. CARVALHO: Steve Swanson. MR. SWANSON: Here.
MS. CARVALHO: We have quorum to proceed.
I'm going to pass it over to Mark.
MR. BARNEBEY: Thank you, Vivian. I want to thank our court reporter because, although I told our last court reporter that we needed somebody for today, that apparently got lost in the shuffle.
Apparently she had family issues. So she agreed to do this meeting today.
MR. HUEBNER: And she beat everybody here. MR. BARNEBEY: Late last night Jenny

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1 | reached out to her.
2 | This is a special meeting and shade
3 | meeting, attorney-client session in reference to
4 | appeal process related to litigation. This is being
5 | held under Section 286.011 Subsection 8 of Florida
6 | Statutes.
7 | Today, again, is May 28, 2026. We are
8 | beginning at nine o'clock. We're estimating at this
9 | point that this may last approximately 90 minutes,
10 | but that's an estimate. It is our request as
11 | attorneys for the District. We're holding this
12 | meeting in the Business Offices located at 8301 Park
13 | Boulevard, University Park, Florida 34201.
14 | This meeting is commencing in an open
15 | session. There are no other members of the public
16 | here. And then we'll move into attorney-client
17 | session limited in attendance to the district
18 | attorneys, Mark Barnebey and Fred Moore, district
19 | manager Vivian Carvalho, and we meet in private with
20 | the Board of Supervisors of University Park
21 | Recreation, Steve Heitzner, Scott Huebner, Greg
22 | Selep, and Steve Swanson.
23 | And we also have the court reporter here,
24 | who will transcribe the full proceedings being made
25 | as a part of the Park record for release at the
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1 | conclusion of the litigation for the purposes of
2 | discussing settlement negotiations or strategy
3 | sessions relating to litigation expenditures in the
4 | following court case: Dean Matt versus University
5 | Park Recreation District, SC 202400 -- excuse me, I
6 | always do that -- 0990.
7 | At the conclusion of the private portion
8 | of the meeting, the meeting shall reopen in public.
9 | With that, we are going to close this meeting and go
10 | into private session. Again, there are no members
11 | of the public here on this matter.
12 | ** SHADE MEETING BEGINS **
13 | MR. BARNEBEY: With that, let me just
14 | remind you now that we're in private session.
15 | Couple things: First of all, we do have a court
16 | reporter here who is transcribing this matter.
17 | Remind you to be careful what you say because it
18 | will come out at some point in the future.
19 | Secondly, I want to just remind you to
20 | speak one at a time so our court reporter can make
21 | sure she gets all the information.
22 | As you know, we have got response from
23 | Dean Matt's attorney. And with that, unless there
24 | are any questions, I'll turn it over to Fred Moore.
25 | MR. HEITZNER: I have a question.
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1 | You read that it was Dean Matt versus
2 | University Park Recreation District. Although, the
3 | appeal is Dean Matt versus the State of Florida.
4 | MR. BARNEBEY: We're all in there. That's
5 | fine. We're fine.
6 | MR. MOORE: Okay.
7 | MR. BARNEBEY: But thank you.
8 | MR. MOORE: I think -- did everybody get a
9 | copy of the proposed settlement document? Just to
10 | start off, I did clarify --
11 | MR. SWANSON: Is that what it was?
12 | MR. MOORE: -- if you looked at the
13 | release, it was not a full release and one of the
14 | things he mentioned with regards to the payment was
15 | that it was related to his other claims. We don't
16 | want to go too far down that path. I did get
17 | clarification that it is excluding claims against
18 | the District, but not necessarily against others
19 | that he feels may have defamed him or committed some
20 | type of tort.
21 | MR. HEITZNER: Excludes or includes?
22 | MR. MOORE: It excludes those individuals,
23 | but includes the District.
24 | MR. HUEBNER: Leaves him free to pursue
25 | them on his own.
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1 | MR. MOORE: An example would be: He is
2 | willing to release the District so the District
3 | wouldn't be sued for defamation, but that means he
4 | could potentially sue if he thought he had a claim
5 | against Sally Dickson. It gets a little more
6 | complicated in the language of the release if it's
7 | under her role and the language I would want in the
8 | release would make it clear all officers, directors.
9 | So, if she was saying it while she was an officer or
10 | director, would that release apply or not apply?
11 | To me that's a big concern because the
12 | monetary payment went up yet again.
13 | MR. HEITZNER: Yeah. There's nothing to
14 | say the next time it's not going to go up more.
15 | MR. MOORE: Correct.
16 | MR. HEITZNER: So we're not necessarily
17 | negotiating in good faith here given the fact that
18 | every time we have a negotiation the requests go up,
19 | correct?
20 | MR. MOORE: It would seem that every time
21 | we come back with something different or something
22 | in addition, he adds more requirements. It seems to
23 | me when I went back and ran through the nine items,
24 | I said there's three that seem to be a little
25 | difficult but we think we can work through them.
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Went through everything assuring him it seemed like we're on track, but then he also asked for the apology. I mentioned our damages, but also said that both sets of these damages really are sort of an ether --
MR. HEITZNER: I don't think everybody is kind of up to speed on what's transpired.
So when we had our last shade meeting in
-- we landed on Fred going back and talking with Dean's attorney. That was responding to what Dean had given us. We were told deal is off.
MR. SWANSON: From our 5/14 shade meeting with the nine demands between this document arriving, you were told the deal was off? Or that deal was off after we received this?
MR. BARNEBEY: Before. MR. SWANSON: Before?
MR. HEITZNER: Before. So deal was off, no more negotiations, done.
I was about to cancel this shade meeting.
In fact, I was trying to decide whether to cancel the shade meeting or not because negotiations were done, no deal, no reason to have this shade meeting. Then several days later I got a call, Fred got a call --

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1 | MR. SWANSON: From Dean?
2 | MR. BARNEBEY: From his attorney.
3 | MR. MOORE: I followed up with the attorney
4 | after we learned that the deal was off, I gave it a
5 | day, followed up with the attorney saying: When we
6 | left our phone conversation it seemed to me like we
7 | were working towards a solution. You were going to
8 | put something in writing. But the rumor I'm hearing
9 | now is the deal is off. You've not told me that.
10 | You know, what's going on?
11 | His response was essentially: No, no,
12 | no -- yes, he was offended by what transpired, but
13 | I'm still putting a framework settlement agreement
14 | together. I will get it over to you when it's done.
15 | MR. HEITZNER: So that --
16 | MR. SELEP: What offended him?
17 | MR. MOORE: I would say the request for
18 | apology was one of the ones. The expenses increased
19 | cost statement. Which, I mean, you all may not like
20 | it, I try to loose sell that one of: Look, this is
21 | a cathartic piece of information. Your guy claims
22 | he was damaged substantially. He's cost the UPRD
23 | substantial amounts of money as well. So this is
24 | something we have to work through. I'm suggesting
25 | this is probably a bargaining chip with respect to
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1 | your damages, but let's talk about it.
2 | He never said anything about this, but
3 | the third one was the monthly Tuesday meetings. I
4 | said: We're not saying you can't have these
5 | meetings, but once you're on the governance
6 | committee, you're involved with Sunshine issues and
7 | we suggest that he's not addressing UPRD business.
8 | If he wants to have it be his stock club or
9 | whatever, that's one thing, but the Tuesday meetings
10 | need to go about differently.
11 | Those are the three things that I think
12 | that caused him to say there's no deal because now
13 | we're coming back with more terms. He's, in my
14 | opinion, trying to dictate the terms.
15 | MR. SWANSON: Rules for thee, not for me.
16 | MR. MOORE: That's one way to look at it,
17 | yes.
18 | MR. SWANSON: Okay.
19 | MR. BARNEBEY: As we talked about before,
20 | obviously if we can get a settlement that the two
21 | parties can agree to, it's in the best interest of
22 | the parties, but --
23 | MR. SWANSON: So then this document
24 | represents his current position?
25 | MR. BARNEBEY: Correct.
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1 | MR. MOORE: It does. It doesn't, in my
2 | mind, take into consideration -- when I went through
3 | the nine items, I started off letting him know
4 | there's three that seem to be the stickiest.
5 | Appointing Rusty. Although, it's quite possible
6 | Rusty gets appointed. We just don't know that we
7 | can say as part of the settlement: We're appointing
8 | Rusty.
9 | I referenced the PBM structure. I said
10 | one of the reasons SCS is involved is they're going
11 | to provide some documents to determine the best
12 | structure, the best business planning. So we intend
13 | to take their advice. So we can't say that we're
14 | going to get rid of the PBM structure exactly.
15 | MR. HEITZNER: Certainly not within 30
16 | days, which is what was the question.
17 | MR. MOORE: And then told him the
18 | governance committee that we're adding to create it.
19 | MR. BARNEBEY: There were -- there was
20 | language in there related to the governance
21 | committee about: If you don't follow the governance
22 | committee's recommendation --
23 | MR. MOORE: That's in his document. Before
24 | I even get to that --
25 | MR. BARNEBEY: Okay.
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1 | MR. MOORE: What I really want to know is
2 | we're relying on this third-party, 6 and 7, SCS is
3 | working on. It seems like he wants to even dictate
4 | to the best practices of SCS based on this document.
5 | So I'm happy to answer any questions
6 | about the proposed settlement agreement.
7 | MR. HEITZNER: Do we want to go through
8 | this point by point so that we can respond to this,
9 | or do we take a different tact? Clearly, what we
10 | have been given as it stands right now -- we can go
11 | around the table -- but it's not doable.
12 | MR. MOORE: My biggest concern in all of
13 | this is we keep hearing about tort claims he has
14 | against the District. But other than an amorphous
15 | defamation, I don't know what those claims are. So
16 | it's hard to even evaluate a payout in my mind.
17 | I don't know how you can say you're
18 | entitled to 300,000, 100,000, a dollar. If we go
19 | through the appeal and lose, it's over. There's no
20 | damages. There's nothing. Unless he files a
21 | lawsuit with these claims that we really don't have
22 | an understanding of.
23 | MR. SELEP: It's over whether we win or
24 | lose.
25 | MR. MOORE: Correct.
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1 | MR. BARNEBEY: No damages.
2 | MR. MOORE: But the worst thing that
3 | happens is we've lost. There isn't a payment of
4 | $300,000 or any amount of damages. It's just, you
5 | start from square one, whether that's assessments,
6 | whether that's doing a new bond. So you're agreeing
7 | to a number of things that you don't have to agree
8 | to either way. Some of them make sense to heal the
9 | community, but don't know -- I hone in on the
10 | payment. To me, I don't know --
11 | MR. HEITZNER: The payment is a big one.
12 | The governance committee is another big one. The
13 | way it is laid out in that document is not doable.
14 | MR. BARNEBEY: I don't think it's legal to
15 | do it the way he's proposing it.
16 | MR. MOORE: That's why we ran into the
17 | roadblock the first summer ago when we were trying
18 | to negotiate this was how do we develop this
19 | ombudsman governance committee in a way that's
20 | legal, but provides Mr. Matt with what he seems to
21 | be looking for.
22 | MS. CARVALHO: I have a question.
23 | Was there any indication when you talked
24 | to the lawyer about where does the $300,000 come
25 | from? Receipts? Invoices?
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1 | MR. BARNEBEY: Right, because we have
2 | not...
3 | MR. MOORE: I asked for the breakdown. So
4 | I asked -- I forgot to ask you about the breakdown
5 | in the amount of claim. It is a particularly
6 | important issue for our shade meeting now that we
7 | have a third and even higher amount than before.
8 | The release is narrowed. Do you think we can get a
9 | breakdown before Thursday morning?
10 | His response was: As we discussed,
11 | 300,000 is the figure. Dean is willing to settle
12 | his claims against the bond issuance and the tort
13 | claims against the District. This payment is
14 | necessary to make it clear that behavior needs to
15 | change. You are aware of the per se slanderous
16 | statements and harm to reputation done to Dean by
17 | representatives of the UPRD. If the District wants
18 | to settle these claims, as they have given every
19 | indication to my client they do, monetarily this is
20 | what it will take.
21 | MR. SWANSON: I mean, honestly, the fact
22 | that there is -- the first item on here is a payment
23 | tells me everything I need to know. That's what
24 | this is about. Money. 300,000 is not chump change.
25 | Even if you gave him $150,000 and a lifetime UPRD
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1 | membership, which is some cost anyway, he still
2 | wants cash. It's like -- so the community is going
3 | to pay him for his actions? His perceived slights
4 | against himself. I mean, that's a rhetorical
5 | question.
6 | MR. HUEBNER: I think that's an excellent
7 | point. That the community is paying for the money
8 | he wants. I mean, the people he's professing to --
9 | MR. SWANSON: The little guy. The little
10 | people he's defending.
11 | MR. HUEBNER: -- defend are the people
12 | paying the $300,000. It's got to come from
13 | somewhere and it's not coming all out of my pocket.
14 | My wife won't allow it. It means we have to go
15 | after the homeowners to come up with that $300,000.
16 | MR. SWANSON: Which means it comes out of
17 | our pocket.
18 | MR. HUEBNER: Proportionally. My point
19 | there is the logic doesn't follow. If he gets the
20 | changes and the direction where we're representing
21 | the best interest of the community and the community
22 | is in agreement, then why would he want to put this
23 | financial burden on the community that he's trying
24 | to defend? I think there's an opportunity to make
25 | that case.
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1 | When you met with him personally, Steve,
2 | and Rusty was there with you, did you feel like
3 | things were more agreeable in those face-to-face
4 | meetings? | | | | | |
5 | MR. HEITZNER: | Yes. | | |
6 | MR. HUEBNER: | Feels to me like we've kind
7 | of -- things have gone further apart. | Settlement
8 | has moved away. | The bar has moved. | I'm wondering
9 | if the next step would be to have you and Rusty meet
10	with him individually again.
11 | MR. HEITZNER: | Last time -- he refused to
12 | do that the last time. | We had a meeting scheduled
13 | following our last shade meeting, we had a meeting
14 | scheduled for Monday. | After Fred talked to his
15 | attorney, got the call the meeting is off. | So I'm
16 | not opposed to meeting with him. | I don't know
17 | whether he will meet. | | | |
18 | MR. SWANSON: | What would be the goal in
19 | meeting with him? | I know what the goal would be,
20	but what do we think we would accomplish by meeting
21 | with him again? | | | | |
22 | To your point, when Rusty is in the room,
23 | that's great. | That's his dog collar there, |
24 | effectively. | What are we going to get if you meet
25 | with him again, another set of demands? |
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1 | | MR. HUEBNER: | We might. | But my experience
2 | has been is when you have lawyers negotiating, |
3 | they're both trying to represent the best interest
4 | of their client. | They're reflecting the tone of the
5 | client. | They can be as friendly as they need to be,
6 | but they can be as difficult as they need to be.
7 | But they're trying to reflect what they believe is
8 | the message from their client. | | |
9 | | If we take the higher guns and put them
10 | to the side for a second and try to just say: | Okay,
11 | we're all neighbors here and how do we get to a
12 | reasonable friendly settlement? | Because what's on
13 | the table right now is unacceptable in its current
14 | form. | | | | | | |
15	If we go continue this path through the
16 | lawyers and the bar keeps moving, the conversation
17 | is going to come to an end. | Is there a way for us
18 | to get to some points as neighbors and friends and
19 | talk through some of this stuff? | | |
20 | | The challenge is: | You do an excellent
21 | job representing us, but then it gets filtered |
22 | through that lawyer and he's probably giving his
23 | opinion: | Well, you can be a little tougher or |
24 | whatever. | I'm trying to find a solution. | Having
25 | been through a few too many legal arguments, I've
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1 | been able to work things out individually with
2 | people much better than --
3 | MR. SWANSON: Depends upon who you're
4 | trying to work it out with.
5 | MR. HUEBNER: Understood.
6 | MR. SWANSON: Not everybody wants to seek a
7 | resolution.
8 | MR. HUEBNER: Understood. I'm just looking
9 | at this trying to figure out the next step. We can
10 | go through point by point, and maybe we should, with
11 | the idea that it gives Steve an understanding of
12 | what we, as a Board, are prepared do and not do, and
13 | he can actually be an agent in that conversation. I
14 | don't know.
15 | MR. SWANSON: I have a legal question. I
16 | don't believe -- and I could be wrong because I'm
17 | not an attorney or a student of the law -- I don't
18 | know that we as the Board have the right to
19 | apologize for Sally or David Murphy, publicly name
20 | them in some apology. What right do we have to say
21 | that David Murphy and Sally had done things
22 | incorrectly. That's up to them. Is it not?
23 | MR. BARNEBEY: I'll let you answer that.
24 | My gut is you're right.
25 | MR. SWANSON: If I was David Murphy, for
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1 | example, and this Board apologized for actions that
2 | he took that Dean insisted -- because that's all
3 | anybody is going to hear is that Dean was right and
4 | David was wrong. | | | | |
5 | | MR. SELEP: | I would take the names out of
6 | that document. | | | | |
7 | | MR. SWANSON: | | I would be livid. | Is that
8 | even legally allowable for us to do that? |
9 | | MR. MOORE: | I mean, I think whether they're
10	named or not just saying past Board, meaning that's
11 | the implication. | The Board can apologize for past
12 | actions. | I don't know that I would get so granular
13 | that it would be specifically their names.
14 | | MR. SWANSON: | | He's asked that, though,
15 | right? | | | | | |
16 | | MR. MOORE: | Yes. | |
17 | | MS. CARVALHO: | Doesn't mean you have to
18 | proceed with that way. | | |
19 | | MR. SWANSON: | | I agree. |
20 | | MR. MOORE: | What I would have liked to have
21 | seen is a little bit more nuance on some of the
22 | nonmonetary terms so we could really negotiate.
23 | It's hard with the governance committee where he's
24 | taking it from us saying: | Look, we're going to have
25 | SCS put together sort of a package for how these
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1 | things should look, where he's now dictating every
2 | aspect of it and it really boxes us in and doesn't
3 | allow us to say: Great, the governance committee.
4 | We can tweak things on either side and focus on the
5 | things we really can't live with.
6 | We really have to, in my mind, look at
7 | each of these terms and each one of them is a bit
8 | off from his initial position.
9 | MR. HEITZNER: So I'm 100 percent
10 | supportive of this Board doing everything that is
11 | ethically and legally right. I don't think having
12 | Dean be the chairperson, or whatever you want to
13 | call it, of this governance committee is in the best
14 | interest of University Park.
15 | MR. SWANSON: Should he be on it?
16 | MR. HEITZNER: You know, that's a risk.
17 | That's a risk. Is it a risk worth taking? Not
18 | under these conditions. But as we had originally
19 | set out to have him be a member of the governance
20 | committee, it was potentially worth that risk
21 | because it's going to be a -- it just won't be a
22 | good experience.
23 | MR. SELEP: I have a fundamental question.
24 | Before we spend 90 more minutes going around in a
25 | circle, do you believe he wants to settle?
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1 | MR. HEITZNER: No.
2 | MR. SELEP: Do you believe he wants to
3 | settle?
4 | MR. SWANSON: He's not going to respond to
5 | that.
6 | MR. SELEP: I agree with Scott. This
7 | document is two standard deviations away from where
8 | we were at a month ago. Going in the wrong
9 | direction. I quit. Let's just stop.
10 | MR. SWANSON: To answer your question, I
11 | don't believe he wants a true settlement because he
12 | would not keep moving the goal posts. I think this
13 | is a bit of a game for him and he'll do what he can.
14 | MR. SELEP: It is a game. I agree. You
15 | asked go around the table. I actually did homework.
16 | MR. MOORE: I will say, I think this is a
17 | settlement tactic. From everything I've read about
18 | his ego way back in the day, these are the types of
19 | things that he did -- not the Auto Nation, but the
20 | Waste Pro, he helped with the mergers of those. I
21 | think these are, he'll call it, skills he picked up.
22 | So I think this is a settlement tactic.
23 | He's no worse off whether he settles or
24 | not. Sort of like the District as we sit here. The
25 | only true issue in the courts as we sit here right
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1 | now is the bond. | That is everything that's in front
2 | of the court. | | | |
3 | MR. SELEP: | We could get the bond with or
4 | without Dean Matt. | | |
5 | MR. SWANSON: | We could. |
6 | MR. SELEP: | The court can make a decision.
7 | MR. MOORE: | The court can make a decision
8 | and even if it's, in our eyes, the wrong decision,
9 | we can still move forward with issuing another bond.
10	Doing it -- I'll call it -- rule against us doing it
11 | the proper way that the court essentially instructs
12 | us we need to make sure we do it. |
13 | MR. SELEP: | So why wouldn't we try this
14 | case in the public? | Let's take his document, all
15	nine pages, post it with a paragraph written by the
16 | Board saying we've been in negotiations for two
17 | months with Dean Matt. | We've come to an impasse.
18 | Here is what he's asked. | Here's what we think is
19 | acceptable. | Here is what's not acceptable. | We've
20	moving forward.
21 | MR. SWANSON: | I don't think we can. |
22 | MS. CARVALHO: | Cannot do that. |
23 | MR. SELEP: | Take all the fun out of my
24 | life. | | | | |
25 | MR. HUEBNER: | For what it's worth, I've had
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1 | people come up to me and say: So I understand to
2 | settle you have to do...
3 | I'm going...okay. So there's -- either
4 | there are rumors out there --
5 | MR. SELEP: There's a lot of rumors.
6 | MR. SWANSON: Everybody knows we're
7 | meeting.
8 | MR. HUEBNER: Hands are probably tied.
9 | Dean's hands may not be as tied. So maybe the
10 | information is coming from that end of the
11 | negotiating here.
12 | I don't know. I've got all kinds of
13 | people who have said things to me.
14 | MR. MOORE: These can't be used in court to
15 | prove or disprove anything. I'm not aware of
16 | anything that says you can't publicize it. I think
17 | if you publicize it, I mean, any deal is probably
18 | off.
19 | MR. SELEP: Correct. Dean probably goes
20 | off.
21 | MR. MOORE: But is there any legal
22 | requirement that prevents us from sharing this
23 | document? I want to go back and look at the e-mails
24 | between myself and Kevin Hennessy. But unless we
25 | put it under the mediation privilege, the answer is
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1 | no. Yes, it can be shared. No, it is not
2 | confidential. But I don't know that that's the
3 | right tack right now. It'll eventually come out.
4 | MR. SWANSON: True. When this is made
5 | public.
6 | MR. MOORE: Correct.
7 | MR. BARNEBEY: When we're done one way or
8 | the other.
9 | MR. SWANSON: When we're done.
10 | MR. MOORE: I don't like to poke the bear
11 | until I'm in the bear cage, that being court.
12 | That's my philosophy. Because I don't like to be
13 | wrong.
14 | MR. SELEP: I don't think we're ever going
15 | to get there.
16 | MR. HUEBNER: So if his desire is to show
17 | that there's a fundamental change in things and
18 | we're putting a governance committee together and
19 | we're putting him on the governance committee, that
20 | puts him in a position to have influence on those
21 | fundamental changes moving forward. If he's sincere
22 | about fundamental change, then, in my opinion, that
23 | should almost be enough to come to some sort of a
24 | settlement.
25 | He wants to be integral in the
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1 | involvement. | He wants to dictate things to us, and
2 | that doesn't happen because none of us can dictate
3 | those things either. | So that has to be understood.
4 | He's not a dictator no more than we are and we have
5	to work as a team, as a community, to get things
6 | done. | | | | | |
7 | MR. SELEP: | How do you convince him of
8 | that? | | | | | |
9 | MR. HUEBNER: | We've got to say -- we got to
10 | use his words and go back to him and say: | You're
11 | punishing the homeowners by asking for this amount
12 | of money. | | | | | |
13 | | Because first, we can't agree to it.
14 | It's too much. | | If we agree to it, they'd be paying
15 | the bill. | And that's not consistent with what you
16 | want to do. | You want to make fundamental changes.
17 | Best way to do it is get on the inside of this thing
18 | is participate. | If you're on the governance
19 | committee and you make a recommendation to the Board
20	and the Board doesn't agree with that
21 | recommendation, you lose. | |
22 | MR. SWANSON: | Not according to his outline.
23 | MR. HUEBNER: | He wants more authority than
24 | we can probably legally -- we can't legally give
25 | that authority to an advisory group. | He's asking
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1 | for more than we can legally give him.
2 | But on the other hand, his process where
3 | he said the governance committee would go to Florida
4 | for ethics, or whatever he called it, the process
5 | probably isn't wrong. If there's a disagreement
6 | between the governance committee and us, and say
7 | Counsel says we should send this to Florida --
8 | MR. HEITZNER: As I've said, this Board
9 | will do everything ethically correct that's legally
10 | correct. The risk we have here is every single
11 | thing is going to end up going to this ethics
12 | commission, or whoever it is he wants it to go to,
13 | and nothing is ever going to get done.
14 | MR. HUEBNER: Maybe there's a way to phrase
15 | that in it's a two out of three. We've got the
16 | Board, we've got our district counsel, and we've got
17 | the governance committee. If all three entities are
18 | in agreement; fine, we move forward. If two out of
19 | the three disagree, we pursue. If the attorney
20 | sides with governance and we happen to dig our heels
21 | in and disagree with governance, we would yield to
22 | sending it to the ethics committee.
23 | I'm trying to think of a solution.
24 | MR. SWANSON: I get it. So let me just --
25 | so your document, there's some things I don't agree
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1 | with in here.
2 | But here is the question: Do we
3 | legitimately think that the next round and the round
4 | after that and the round after that will ever
5 | produce anything of value here? I don't -- like you
6 | said, we seem to be getting further and further
7 | apart. What do we have to lose by rejecting this
8 | outright, telling the community we tried, and we
9 | move on with, A, we either -- the bond either does
10 | or doesn't come through. If it doesn't, we seek
11 | assessments to pay for the BAN and the kitchen, and
12 | then we scuttle the bond and figure out how to fund
13 | these things in some other way. But we get those
14 | two moving and move ahead.
15 | This is just going to continue to go on.
16 | I don't see him acting in good faith. Certainly not
17 | trying to be a bad Christian and judge his heart,
18 | but I don't see anything here that is moving in the
19 | right direction. So the question becomes: How many
20 | more times are we going to do this?
21 | MR. SELEP: To your point on the kitchen, I
22 | want to point out by limiting the bond to
23 | $9,000,000, we don't have enough money to do the
24 | kitchen and pay off the irrigation.
25 | MR. SWANSON: Right.
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1 | MR. SELEP: At least with the current
2 | design.
3 | MS. CARVALHO: I have a question.
4 | MR. HEITZNER: With any design.
5 | MS. CARVALHO: I didn't get an answer yet,
6 | was that acceptable to have a board member in the
7 | room with him without the lawyers?
8 | MR. MOORE: It is acceptable. Nothing is
9 | binding. It's just a discussion.
10 | MS. CARVALHO: So there could be a
11 | potential of doing client to board member or client
12 | with representation of attorney with the -- Dean
13 | Matt and his representation of attorney? I think
14 | that can happen, correct?
15 | MR. BARNEBEY: He couldn't have his
16 | attorney there without us there.
17 | MS. CARVALHO: If there's a potential that
18 | gets Steve to be part of that conversation to
19 | facilitate with the tone, Fred is there, his
20 | attorney is there with him in the room, that's
21 | acceptable, correct?
22 | MR. BARNEBEY: Yeah.
23 | MR. MOORE: Correct. I mean, I think that
24 | that would be the only way I would really recommend
25 | going forward with meeting with him. Steve, Rusty,
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1 | and Dean meeting, it's the same thing we've already
2 | had. | We're going to have a great meeting, you're
3 | going to agree on some things, and it's going to go
4 | through the attorney. | Once it gets through that
5	filter, people think we're going in one direction
6 | and we focus on -- | | | |
7 | | MS. CARVALHO: | But maybe that's an option.
8 | The other things is: | I don't want anybody to lose
9 | sight that this is the first draft. | We have never
10	had another draft of a settlement agreement between
11 | Dean Matt and the District. | |
12 | | So what do I mean by that is that I think
13 | there's some benefit to you guys to go |
14 | point-by-point and see what is absolutely -- what
15	you can potentially be negotiable versus not
16 | negotiable/unacceptable. | Or else you guys are going
17 | to continue to go round and round. | |
18 | | MR. SELEP: | That's why I did what I did.
19 | | MR. HUEBNER: | Thank you. | |
20 | | MS. CARVALHO: | Those are just my thoughts.
21 | | MR. SWANSON: | It's a valid point. | It's a
22 | valid point. | | | |
23 | | MR. HUEBNER: | Other observation I have
24 | here, Steve, I understand your frustration with this
25 | but I don't want to be the first one to walk away.
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1 | If we pursue every avenue legally and ethically to
2 | try to come to some settlement and the plaintiff
3 | walks away, then we've exhausted everything at our
4 | end.
5 | MR. SWANSON: What if he doesn't?
6 | MR. HUEBNER: Time will take care of this
7 | anyway. We have a settlement, a decision that's
8 | going to come from the supreme court at some point.
9 | That may happen sooner rather than later.
10 | MR. HEITZNER: 11 o'clock.
11 | MR. HUEBNER: So that could change things
12 | right then and there. We have deadlines for what we
13 | do with irrigation on timing of things. This could
14 | be going on as an underlying thread the whole time
15 | and it might just go away because of the time
16 | expiring. But I don't want to be the first person
17 | to say no.
18 | MR. SELEP: The only --
19 | MR. SWANSON: I don't disagree with that.
20 | MR. SELEP: I don't disagree either, but
21 | the problem is we can't fill the open board slot.
22 | MR. HUEBNER: If we go through this item by
23 | item, I think there are some -- I skimmed this. I
24 | usually have to read things a couple of times to get
25 | it. I think there are issues that could be settled
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1 | in there and I think what will happen is -- I don't
2 | think risky -- I don't think Rusty -- |
3 | | MR. SWANSON: | Might have been right the
4 | first time. | | | | | |
5 | | MR. HUEBNER: | I don't agree with that
6 | disparaging comment. | I don't think he wants that in
7 | any way, shape, or form. | I think he would |
8 | voluntarily -- he'd have to talk to him -- but this
9 | is me knowing him and his character, he would say
10	I'd prefer not to be a candidate than have me part
11 | of a settlement. | If that's the case -- |
12 | | MR. SELEP: | Has he told that to Dean?
13 | | MR. HUEBNER: | I don't know. | |
14 | | MR. SELEP: | I mean, I believe you. | I
15	believe Rusty feels that way.
16 | | MR. HUEBNER: | My point is: | If you guys
17 | have a conversation on that issue alone and you say:
18 | Okay, Rusty is either going to withdraw or this is
19 | taken off as a settlement issue, but his name is
20	left in if it's taken off as a settlement issue, you
21 | take your chances. | You let the board vote and go
22 | from there. | He has a chance of getting Rusty.
23 | | MR. SWANSON: | How do you verify that,
24 | though? | Because we can't get that information to
25 | Rusty. | We sort of let the chips fall, is that what
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1 | you're thinking?
2 | MR. HUEBNER: I think you have this
3 | three-person meeting. I think that -- I see it as
4 | an opportunity to have unofficial mediation over
5 | lawyers negotiating, and then we can work out some
6 | of the details. I think that you need to be able to
7 | say directly to him: Here is a fuse and this is
8 | going to go one way or the other regardless of what
9 | we give you.
10 | MR. SELEP: So Scott, he's refused meetings
11 | twice.
12 | MR. HUEBNER: If he refuses again then our
13 | only option is to respond to him via lawyer. At
14 | this very moment, I would --
15 | MR. SWANSON: Scott, are you saying we mark
16 | this up and have Fred send it back?
17 | MR. HUEBNER: No, not at all. I'm saying
18 | we mark this up so Steve knows roughly what we would
19 | agree to or not agree to and how best maybe to come
20 | to solutions.
21 | It's like when you dictate the $9,000,000
22 | for the kitchen or those things, we have SCS working
23 | on a project. Maybe it's a function of saying:
24 | We're going to present the project to the community
25 | and have them vote yea or nay on the projects. If
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1 | the community wants the projects, then we have a
2 | majority on our side. It's cumbersome. It's a
3 | problem. He may not agree to it. But he has no --
4 | MR. SELEP: He has a statement in there
5 | that he wants to do a survey. He wants to survey --
6 | MR. HUEBNER: He says a survey. I would go
7 | so far as saying: What about a vote? Just say: Do
8 | you want a kitchen? Are you prepared to -- let's
9 | see what we get for a response. I think we'll get
10 | 80 percent favorable answer to that. If we know the
11 | kitchen in today's market is X and it's been
12 | confirmed with SCS, that's the right plan and
13 | everything and the community is in support, I think
14 | it should satisfy his needs.
15 | MR. SWANSON: Can I ask a procedural
16 | question? As a board are we, through the town hall,
17 | my understanding is we've been seeking consensus on
18 | what the kitchen is sort of to get buy-in, right?
19 | Is it a vote?
20 | MR. SELEP: Not currently.
21 | MR. HEITZNER: We have process stuff on the
22 | town hall meeting to talk about. We can't do that
23 | in this meeting. Following this one, we open up to
24 | the public, we should have a conversation about the
25 | town hall meeting and the process.
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1 | MR. SWANSON: Is that not a point we can
2 | discuss right now? Because it sort of going to what
3 | Scott is saying, which is we're looking for the
4 | community to vote on individual projects.
5 | MR. SELEP: That's not what he's asking.
6 | That's not what Dean is asking. Dean is asking for
7 | a survey. He's not asking --
8 | MR. SWANSON: No, I know that --
9 | MR. HUEBNER: -- offer that --
10 | (Crosstalk.)
11 | MR. SWANSON: That's what I'm saying.
12 | That's a bit of a deviation from what we've talked
13 | about, right?
14 | MR. HUEBNER: It is. It's a concession on
15 | our part.
16 | MR. SELEP: It also opens a can of worms.
17 | MR. SWANSON: Well, that's where I was
18 | going.
19 | MR. SELEP: It goes back to the basic math.
20 | We have 1,300 members. 750 of them are social.
21 | MR. SWANSON: Again, when you two were on
22 | the Board and voted for the golf course irrigation,
23 | for example, had you gone --
24 | MR. HEITZNER: We were not on the Board.
25 | MR. SWANSON: I'm sorry. When they decided
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1 | on that funding, getting the BAN to do the golf
2 | course, if you posted to the community, all 1,200
3 | members and said: We need 5-and-a-half million
4 | dollars to do the golf course irrigation, would that
5 | vote have passed? It's a rhetorical question.
6 | MR. HEITZNER: I've always said this. I
7 | think the kitchen may be an exception to this. If
8 | you vote on individual projects, most of them will
9 | fail.
10 | MR. SWANSON: Yes.
11 | MR. SELEP: I agree.
12 | MS. CARVALHO: There was no requirement.
13 | For the note that was issues there was no
14 | requirement for a vote.
15 | MR. SWANSON: Correct. My point in that is
16 | using that as an example. I don't think the golf
17 | course irrigation would have passed and we'd have an
18 | asset out here that was dead.
19 | If we're starting to seek input from the
20 | community to vote on the project, is that what as a
21 | Board we're trying to do?
22 | MR. HEITZNER: What has to be resolved, in
23 | my mind anyway, is the fact they were told that the
24 | kitchen is going to cost $3,000,000. It's now
25 | 5-and-a-half to $6,000,000. Does that require a new
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1 | vote? Is that legally feasible given the way that
2 | the bond was secured? Which, we're waiting for bond
3 | counsel to weigh in on that. We don't even know
4 | right now whether we can spend the money it was
5 | going to cost to do the kitchen because it's
6 | different than what was presented three years ago.
7 | MR. SWANSON: But we're not looking to fund
8 | that through the bond.
9 | MR. BARNEBEY: Originally we were.
10 | MR. SWANSON: We were. But we're also
11 | seeking alternative -- the runway is closing on
12 | that.
13 | MR. HEITZNER: If it's an assessment, not
14 | an issue. If we're going to pay for it through the
15 | bond, we need to make sure that's legal.
16 | MR. SELEP: The other alternative is if the
17 | bond comes through, we're not able to reallocate the
18 | funds. It's going to be the bond and an assessment,
19 | correct?
20 | MR. SWANSON: Don't you have to spend the
21 | money on the projects you outlined? If one is more
22 | than the other, does that matter in terms --
23 | MR. BARNEBEY: That's the question.
24 | MS. CARVALHO: That's the question being
25 | probed to bond counsel right now.
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1 | MR. BARNEBEY: My gut tells me because
2 | costs have gone higher that it is likely we can --
3 | MR. SWANSON: Use those funds --
4 | MS. CARVALHO: Reallocate.
5 | MR. SWANSON: -- any way we want on those
6 | projects. We can't add to those projects.
7 | MR. BARNEBEY: On those projects. But Bob
8 | has those questions right now. Bob Gang.
9 | Otherwise, it doesn't make a lot of sense, in my
10 | opinion.
11 | MR. MOORE: The court moves faster if that
12 | was the case.
13 | MR. BARNEBEY: If the court would move
14 | faster, that would solve that problem.
15 | MR. SWANSON: Do we want to address these
16 | point by point?
17 | MR. HEITZNER: I think we need to so we, at
18 | least, understand where we're are. Whether or not
19 | he'll meet with me is another question. We need to
20 | understand where we are and what we're willing to
21 | assess.
22 | MR. SWANSON: Let's do it.
23 | MR. MOORE: For the first one, settlement
24 | payment, is there any amount of money that the Board
25 | would be willing to pay to settle? An example would
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1 | be, we know that if we have oral argument, other
2 | things, it's going to cost ten grand. Would the
3 | Board offer a cost of defense type of dollar figure?
4 | Or, is it easy to offer the in-kind something --
5 | MR. SWANSON: Here is a question: Does the
6 | Board have the legal authority to authorize the
7 | payments? Whether it's in terms of some cost of
8 | 150K, he wants a free lifetime membership. Which he
9 | equated to be 150 grand, which is probably about
10 | right.
11 | MR. BARNEBEY: Yes, I think you probably do
12 | to settle the case.
13 | MR. SELEP: I would offer full membership
14 | for as long as he lives in University Park. So not
15 | lifetime. If he sells his house and he's gone, he's
16 | gone. Okay. And I would offer $10,000, which is
17 | his published cost to get the varsity club that we
18 | originally denied -- previous Board denied.
19 | MR. SWANSON: I wouldn't disagree with the
20 | country club membership because it's some cost and
21 | that's probably palatable to a whole bunch of
22 | people. Any other cash beyond that in my mind is a
23 | wash. I don't think we should pay him any cash.
24 | MR. SELEP: The only reason I say the cash
25 | is I think we have -- the way we went about the
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1 | whole varsity club use was a little bit flawed. | We
2 | have some culpability in that, I think. | He says it
3 | cost him $10,000 to get that resolved. | Dean, I |
4 | believe you; here's ten grand. | Other than that, I'm
5 | 100 percent with you. | | If it's $10,001, I'm done.
6 | | MR. HUEBNER: | | I have a question. | The 2019
7 | bond was contested as well? | | | |
8 | | MR. BARNEBEY: | Yes. | | | |
9 | | MR. HUEBNER: | | Do you recall how much we |
10	paid in settlement?
11 | | MR. BARNEBEY: | Well, he had an attorney the
12 | whole time. | | | | | |
13 | | MR. SELEP: | We paid $100,000. | | |
14 | | MR. MOORE: | I want to point out, though,
15 | that wasn't just contesting the bond. | That was the
16 | District. | | | | | |
17 | | MR. SELEP: | The creation of the District as
18 | well. | It was 100 grand or 130 grand. | | |
19 | | MR. BARNEBEY: | It was over a 100 grand. |
20 | | MS. CARVALHO: | I think it was close to |
21 | $150,000. | | | | | |
22 | | MR. SWANSON: | | He got a settlement for that?
23 | | MR. SELEP: | Not him. | Garrett. | | |
24 | | (Crosstalk.) | | | | | |
25 | | MS. CARVALHO: | That went through the |
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1 | insurance. | The District public official insurance.
2 | MR. SWANSON: | Suing the District is a
3 | profitable enterprise. | Holy cow. | |
4 | MR. MOORE: | I think his attorney charged
5 | him more than 150, though. | My memory of that was it
6 | went south between him and his attorney because of
7 | the fees. | | | | | | |
8 | MR. BARNEBEY: | He did change attorneys.
9 | MR. SWANSON: | But in the settlement piece,
10	for me giving him anything is predicated on what
11 | else we decide down the road in the rest of this
12 | document. | Because some of this stuff is fairly
13 | nonnegotiable. | | | | | |
14 | MR. SELEP: | I agree, Steve. | It's not
15 | Bullet Point Number One. | It's Bullet Point Number
16 | Nine. | | | | | | |
17 | MR. HUEBNER: | May I also suggest that in
18 | addition to being a resident, we define what full
19 | membership is and it's limited to the dues. | It's
20	not free carts, not free food, it's not --
21 | MR. SWANSON: | Well, he asked for trail
22 | trees and a lifetime family. | Lifetime family
23 | meaning him and his wife? | Not any extended kids or
24 | cousins or uncles or ex-wives or whatever it happens
25 | to be? | | | | | | |
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1 | MR. SELEP: I think our membership
2 | specifies that.
3 | MR. SWANSON: Specifically states that,
4 | right?
5 | MR. SELEP: He asked for the trail fees --
6 | MR. SWANSON: I don't have an inside
7 | voice --
8 | MR. SELEP: -- he can't get a cart across
9 | the street, can he?
10 | MR. HUEBNER: Probably dodgey.
11 | MR. SELEP: He lives in --
12 | MR. SWANSON: Yeah, I know he lives in
13 | Henley.
14 | MR. HUEBNER: If we got to that point in
15 | the conversation, it's a good deal. I like your
16 | statement about he must continue to be a resident.
17 | MS. CARVALHO: What about the 10,000?
18 | MR. HUEBNER: Personally, I don't have a
19 | problem with that. Recognizing that we could spend
20 | that in oral argument. So it's a concession.
21 | MR. SWANSON: Attorney fees for the
22 | establishment of his aviation finance club is what
23 | we're talking about, right?
24 | MR. HEITZNER: There's different opinions
25 | on whether or not that was -- to use your word --
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1 | whether we're really culpable on that. | Because what
2 | he represented that was going to be is different
3 | than what -- | | | | | |
4 | | MR. SWANSON: | That's what I thought.
5 | | MR. SELEP: | Although, there's culpability
6 | on both sides. | I don't mean to imply we're the only
7 | guilty party in -- | | | | |
8 | | MR. SWANSON: | How about we say: | Attorney's
9 | fees for the establishment of that. | Put a period on
10 | that. | And then go through the rest of this document
11 | and maybe revisit. | I also think that the attorney's
12 | fees, wasn't it just an invoice that said 10 grand?
13 | | MR. SELEP: | Mm-hmm. | | |
14 | | MR. SWANSON: | There was no detail behind
15 | that. | I think we should ask for the detail that
16 | goes for that 10 grand. | | |
17 | | MR. SELEP: | It's not worth the effort.
18 | Here's 10 grand. | | | | |
19 | | MR. SWANSON: | Okay. | All right. |
20 | | MR. HUEBNER: | Quite frankly, I would --
21 | recognizing that he's probably spent some money at
22 | this point on other stuff. | | |
23 | | MR. BARNEBEY: | That's true. | |
24 | | MR. HUEBNER: | I would consider the 10 grand
25 | -- personally, I wouldn't say that's a hard number
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1 | for me. If our goal is settlement, if we get to
2 | other things and we're off by -- if it's 20 grand, I
3 | wouldn't balk at that.
4 | MR. SWANSON: Steve, what do you think?
5 | MR. HEITZNER: Think we've got residents
6 | that are going to go crazy.
7 | MR. SWANSON: You think he'll go crazy?
8 | MR. HEITZNER: No. I think residents will
9 | go crazy.
10 | MR. SWANSON: Oh, if we gave him -- if we
11 | gave him a lifetime membership and paid his --
12 | MR. HEITZNER: I don't think lifetime
13 | membership is a big deal. Cash. So I'm not opposed
14 | to the 10K, but the 10K is not going to go over well
15 | with much of the community.
16 | MR. SWANSON: So maybe we just put it down
17 | as 10K and then move on to the second and go back
18 | and revisit.
19 | MR. BARNEBEY: Come back.
20 | MS. CARVALHO: There you go.
21 | MR. SWANSON: Let's just go with one. Go
22 | to two and then we go back and revisit it and see if
23 | whether we can swallow this.
24 | MR. HUEBNER: I was just going to say, if
25 | you look at the deadlines and methods of payment,
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1 | all that stuff is way too fast and too difficult.
2 | MR. HEITZNER: All those deadlines and
3 | everything. The --
4 | MR. SWANSON: We're going to Number 2,
5 | right, the governance committee?
6 | MR. HEITZNER: I don't have a document in
7 | front of me.
8 | (Crosstalk.)
9 | MR. SWANSON: Establishment of a governance
10 | committee.
11 | MR. HUEBNER: First we've established it's
12 | not legal some of the stuff he's asking.
13 | MR. BARNEBEY: That's correct.
14 | MR. SWANSON: Right. But the other thing I
15 | think centers around this whole thing, if you guys
16 | remember, I voted against establishing a governance
17 | committee until we established what it was. So I
18 | don't think we can do this until we know what the
19 | rules of the governing committee are so that he can
20 | understand them.
21 | Because he -- this is the most one-sided
22 | document I've ever seen.
23 | MR. HEITZNER: So we have agreed to
24 | implement a governance committee. We don't know
25 | what that looks like at this point in time.
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1 | MR. SWANSON: That's correct.
2 | MR. HEITZNER: So we're fine with him
3 | giving input into that, but between the Board and
4 | SCS and -- we will develop the governance committee
5 | and the charter and everything else that is
6 | required.
7 | MR. SWANSON: Okay.
8 | MR. HEITZNER: I don't agree with
9 | appointing him as the head of the governance
10 | committee and I don't agree with him appointing
11 | anybody to the governance committee.
12 | MR. SELEP: So we'd give him a seat at the
13 | table.
14 | MR. SWANSON: What we're saying here is
15 | that we want to see a first draft of this by SCS?
16 | MR. HUEBNER: What?
17 | MR. SWANSON: We want to see a first draft
18 | of the charter of the governance committee from SCS;
19 | is that what we're saying?
20 | MR. HUEBNER: You will, at the next board
21 | meeting, get a rough draft that I put together and
22 | counsel's comments. Is it the next meeting we're
23 | doing that? So we can discuss as a Board some of
24 | the nuances, what goes in there.
25 | So we'll -- and then maybe we get it to
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1 | SCS and say we'd like your input since you're an
2 | expert at this too, and we explain the process to --
3 | MR. SWANSON: So we're going to, in
4 | conjunction with SCS, establish the rules around the
5 | governance committee and those would be published
6 | forthcoming. Does that sound like a --
7 | MR. SELEP: We're in agreement with Dean in
8 | the establishment of the governance committee --
9 | MR. SWANSON: But we don't know what the
10 | charter is for that?
11 | MR. SELEP: Yet. But we're in agreement.
12 | 30 days -- to your point, 30 days, we're never going
13 | to make 30 days under the Sunshine Law. I think
14 | we're in agreement to say he's got a chair at the
15 | table, but the committee --
16 | MR. HUEBNER: Seat at the table.
17 | MR. SELEP: Seat at the table but the
18 | committee will vote for the chair.
19 | MR. HUEBNER: I'm in agreement with that.
20 | MR. SELEP: He is welcome to propose four
21 | other people and then we'll decide the same way we
22 | did with the other committees.
23 | MR. SWANSON: Why wouldn't we just let
24 | people propose themselves? Why do we have to let
25 | him propose them?
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1 | MR. SELEP: | In essence, they will. | He used
2 | Chris Edwards as an example. | Okay, Dean, if you
3 | want Chris Edwards on the committee, have him put
4 | the application in. | | | | |
5 | MR. SWANSON: | Perfect. | |
6 | Let's back up again. | So what we're going
7 | to do is we're going to establish this charter via
8 | our efforts and the efforts of SCS to review them.
9 | At that point, we'll understand what the governance
10 | committee's charter is. | Can we say that? |
11 | MR. SELEP: | Yes. | And we agree that Dean
12 | can have a seat at that table but that the rest of
13 | that committee is decided upon and the chair is
14 | voted upon, because that's what we've always done.
15 | MR. HUEBNER: | It's also critical we want
16 | people to volunteer to be on this committee. | If
17 | they're volunteering to be on a committee that is
18 | dictated a certain way, they may not be encouraged
19 | to volunteer. | So if they have a say in who serves
20	as chair, then I think we'll get more volunteers.
21 | Again, we're trying to get buy-in by the
22 | community, not limited. | So his request to be the
23 | chair assigned the next candidate, it's too much.
24 | MR. SELEP: | It is, but now -- I'll be Dean.
25 | Looking at it from my point of view, I want to
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1 | control that committee.
2 | MR. HUEBNER: I understand. It could go
3 | either way.
4 | MR. HEITZNER: He had an opportunity to run
5 | for the Board. He applied and then he withdrew. If
6 | he really wanted to have a seat at the table, run
7 | for the Board.
8 | So what we've got so far: We're okay
9 | with him having a seat on the governance committee.
10 | The committee will vote on who the chair is. The
11 | Board will decide who goes on the committee.
12 | MS. CARVALHO: He's welcome to propose.
13 | MR. SELEP: But he's welcome to solicit
14 | candidates to put their name in the hat.
15 | MR. HEITZNER: Charter is going to be
16 | established by working through SCS on the Board,
17 | right? Chris Edwards can apply, just like anybody
18 | else can apply.
19 | MR. HUEBNER: I want to stop right there
20 | real quick.
21 | Chris Edwards, I know, he's a really good
22 | guy. I know him really well. I had a lot of
23 | conversations with him. I don't believe he has a
24 | close association with Dean Matt. So I don't want
25 | him to be judged negatively just because his name
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1 | has come up. But he has been instrumental in a
2 | number of things since we've put the club together.
3 | So just my knowing him. I want to
4 | defend --
5 | MR. SWANSON: That's good to know.
6 | Unfortunately, he is associated with Dean via Dean
7 | supporting him. That's probably a hard sell, but I
8 | get it.
9 | MR. HEITZNER: So we're not okay with every
10 | single disagreement between the governance committee
11 | and the Board is going to be litigious, contested --
12 | MR. SWANSON: No, but that would come out
13 | of the governance, the charter, right? That can be
14 | stated in the charter.
15 | MR. HEITZNER: The finance committee makes
16 | recommendations to the Board. We do not have to
17 | accept everything that the finance committee has put
18 | forth, which we didn't.
19 | MR. SWANSON: Right. I mean, we took their
20 | advice on something and made a --
21 | MR. HEITZNER: -- changes on some things.
22 | MS. CARVALHO: In essence, the charter
23 | will --
24 | MR. SWANSON: Define that.
25 | MS. CARVALHO: -- define the
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1 | responsibility.
2 | MR. SWANSON: That's probably enough meat
3 | for the conversation you're about to have, wouldn't
4 | you think?
5 | MR. BARNEBEY: By the way, anybody can file
6 | an ethics commission complaint. In fact, I've had
7 | two filed against me by Dean.
8 | MS. CARVALHO: I've had one.
9 | MR. BARNEBEY: And so I don't think the
10 | committee, governance committee, should get that
11 | authority. I don't think we should get the AGO
12 | involved with that. That's your -- you have that
13 | authority, but they -- I don't think they'll allow
14 | that.
15 | MR. SWANSON: What's the AGO?
16 | MR. BARNEBEY: Attorney general's opinion.
17 | Neither one of those are appropriate for the --
18 | MR. SWANSON: Attorney general State of
19 | Florida?
20 | MR. BARNEBEY: Yes.
21 | MR. MOORE: Explicitly stated: This
22 | committee is governed by the Sunshine.
23 | MR. SWANSON: Are we good on that? Are we
24 | good on Number 3?
25 | MR. BARNEBEY: Remind you, we do have a
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1 | current request in front of the -- the ethics
2 | commission, AGO on that, but we could go through the
3 | AGO if we want to as a Board.
4 | MR. SWANSON: Number 3: Appointing Rusty.
5 | What's everybody perspective? I know you like that
6 | idea. What does everybody else think?
7 | MR. SELEP: I think the statement there --
8 | or the question to Dean is: Rusty doesn't want to
9 | be appointed.
10 | MR. SWANSON: He wants to...?
11 | MR. SELEP: He wants to be elected or voted
12 | in, not appointed by this legal document.
13 | MR. SWANSON: You say by Dean's perspective
14 | or is that Scott's?
15 | MR. SELEP: No. I'm saying from our
16 | perspective, I think we tell Dean Matt: Look, Rusty
17 | doesn't want to be put back on the Board by a legal
18 | mandate. He wants to be put back on the Board by a
19 | vote.
20 | Now, in my -- if Dean says: Nope, Rusty
21 | gets appointed and we acquiesce on that point, my
22 | question is: What do I get in return for that?
23 | MR. SWANSON: Quid pro quo.
24 | MR. SELEP: Mm-hmm.
25 | In my little write-up, Rusty is a
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1 | negotiable. | I don't necessarily think Rusty is the
2 | best candidate out of that group of candidates. | But
3 | to Scott's earlier point, Rusty has been on the |
4 | Board. | He's got experience. | | |
5 | | MR. SWANSON: | | How does this get represented
6 | when Steve goes and sits with him? | |
7 | | MR. SELEP: | I think it gets represented by:
8 | Dean, that's not how Rusty wants to get back on the
9 | board. | Do you want to leave that in or take that
10 | out? | | | | | | |
11 | | MR. SWANSON: | | Rusty will be at this | |
12 | meeting? | | | | | |
13 | | MR. HUEBNER: | | If it happens. | |
14 | | MR. SWANSON: | | Assuming it happens. | And I
15	think that's what we're doing assuming, we're
16 | assuming it's going to happen, which is why we're
17 | trying to arm you with the information. | |
18 | | So we're going to say for number three:
19 | He doesn't want to be appointed. | He wants to be |
20	elected.
21 | | MR. HUEBNER: | | I think prior to the meeting
22 | you're going to have a conversation with Rusty, you
23 | can ask him point-blank. | | |
24 | | MR. HEITZNER: | Well, he's already told me
25 | that. | He's already told me he does not want to |
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1 | be --
2 | MR. SWANSON: Be forced back.
3 | MR. HEITZNER: -- he doesn't want to come
4 | back on the Board because of a settlement.
5 | MR. SWANSON: Under these circumstances.
6 | MR. HEITZNER: He wants to earn it.
7 | MR. SWANSON: How does this get articulated
8 | in your meeting?
9 | MR. HEITZNER: I can articulate that. It's
10 | not a difficult one to articulate. It might be a
11 | hard one to negotiate it.
12 | (Crosstalk.)
13 | MR. SELEP: I don't think we have to
14 | negotiate that. If he leaves it in, he leaves it
15 | in. But then the question is: What do we get out
16 | of that? Rusty doesn't have to accept the seat.
17 | Rusty could withdraw. Part of this is up to Rusty,
18 | frankly.
19 | MR. SWANSON: Yep.
20 | MR. SELEP: Dean has put him in a difficult
21 | position.
22 | MR. SWANSON: I agree.
23 | Can we go to number 4? I'm trying to get
24 | us through this and then maybe we can go back and
25 | review them.
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1 | What does everybody feel about this,
2 | restructuring PBM? Because does that not expose
3 | everybody here?
4 | MR. HEITZNER: So my opinion, I'm in favor
5 | of restructuring PBM. I don't know what that looks
6 | like. I don't know what we can do legally. I don't
7 | know what we can do structurally. I don't like the
8 | way it's set up.
9 | MR. SELEP: What don't you like?
10 | MR. HEITZNER: We've asked SCS to look at
11 | that and to see what -- is there a better structure
12 | out there?
13 | MR. SELEP: Well, what part of the
14 | structure don't you like?
15 | MR. HEITZNER: It's not well run.
16 | MR. SWANSON: I don't think there's a lot
17 | of dispute over that. It could be better run, put
18 | it that way. Wasn't it --
19 | (Crosstalk.)
20 | MR. SWANSON: -- not formed in the express
21 | purpose of hiding and shielding the salaries from
22 | the public, is that not --
23 | MR. BARNEBEY: Part of it.
24 | MR. MOORE: Remind everyone to not talk
25 | over each other for the court reporter.
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1 | MR. SWANSON: Sorry.
2 | What were the other reasons it was
3 | formed?
4 | MR. BARNEBEY: Primary reason was to employ
5 | the staff we had. But yes, one of the key issues
6 | there was to get the -- get those issues out of
7 | public view; salaries, all those sorts of things.
8 | MR. SELEP: Let me say this. It's in my
9 | write-up again.
10 | If you read Dean's statement and you go
11 | back to Rusty's campaign, I think it's roles and
12 | responsibilities. I think we need to clarify those
13 | rules and responsibilities. It's the word
14 | "reporting" I think is going to be an issue because
15 | PBM -- the HOA has ownership of PBM. I agree
16 | with -- I don't disagree with the restructuring, but
17 | I would restructure or state this a little
18 | differently and say we need to clarify the roles and
19 | responsibilities.
20 | The GM should work solely for the RD,
21 | okay, on the RD side. The manager should work for
22 | the HOA on that infrastructure side.
23 | MR. SWANSON: The manager being?
24 | MR. SELEP: I had a brain aneurysm.
25 | MR. SWANSON: Patrick?
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1 | MR. SELEP: No, Patrick's boss.
2 | MR. SWANSON: He's PBM. Maybe we say here
3 | that this is worthy of consideration.
4 | Restructuring, we don't know what that looks like.
5 | We're going to do something that we're doing with
6 | the governance committee is we're going to propose
7 | the structure or work with SCS to come up with a
8 | better way?
9 | MR. SELEP: I would say we would clarify
10 | the roles and responsibilities but the reporting
11 | structure, that's HOA.
12 | MR. SWANSON: Right now it is.
13 | MR. SELEP: Well, now you're talking about
14 | having two general managers and two separate
15 | structures. That's a cost consideration there as
16 | well.
17 | MR. BARNEBEY: Which also was another
18 | factor in how this was designed.
19 | I will say this just for the purposes of
20 | discussion as to whether or not how this comes out.
21 | The Board has not really had a discussion with PBM
22 | as to what you want them to do.
23 | MR. HEITZNER: They won't respond to my
24 | request for a meeting.
25 | MR. BARNEBEY: And that's a problem.
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1 | MR. HEITZNER: I got all kinds of issues.
2 | I don't like it at all. Very clear about that.
3 | Question you asked last time. So right
4 | now the HOA pays 25 percent of Curtis, 15 percent of
5 | John Fetsick, 10 percent of Paul, 10 percent of
6 | Linda the HR, and 5 percent of Don.
7 | MR. SWANSON: That's what the HOA funds for
8 | those people?
9 | MR. HEITZNER: So we look at how much work
10 | does John do for the HOA? On paper, it's 15
11 | percent.
12 | MR. SWANSON: How do we word this so that
13 | you have something to walk into this meeting with?
14 | MR. HEITZNER: Well, I don't think that we
15 | can define this. I think we are charging SCS --
16 | I've already told Dean this. We're going to charge
17 | SCS --
18 | MR. SWANSON: With helping to define this.
19 | MR. HEITZNER: -- helping us looking at the
20 | structure to determine whether or not -- maybe it's
21 | the best structure possible. Maybe there's
22 | something else. Can the RD be pulled out of
23 | whatever so that it doesn't have to abide by the
24 | Sunshine Laws? Not likely.
25 | I'm just saying, we want them to look at
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1 | all of this. | I've had these conversations with SCS
2 | a few times. | | | | | |
3 | MR. SWANSON: | | Okay. | So you have a talking
4 | point then. | It's very similar to what we're talking
5	about with the governance committee, right?
6 | Basically, we're going to work to define how to
7 | better -- | | | | | |
8 | MR. HEITZNER: | This isn't going to be a
9 | 30-day solution. | This one is going to take some
10 | work. | | | | | |
11 | MR. SWANSON: | | Sure. | |
12 | MR. SELEP: | And some collaboration with us
13 | and the HOA. | | | | | |
14 | MR. HUEBNER: | | Could we, the RD, hire John
15	Fetsick as our general manager as our one and only,
16 | our direct employee? | | | |
17 | MR. HEITZNER: | I don't know. | That question
18 | should be answered. | | | |
19 | MR. HUEBNER: | | And then his fiduciary duty
20	would be to us to keep close tabs on Park Boulevard
21 | Management, make sure things are operating in our
22 | best interest. | Right now, his first obligation is
23 | to the owner of Park Boulevard Management, even
24 | though I believe he does a good job taking care of
25 | our interest. | | | | |
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1 | MR. SELEP: So you would pull him out of
2 | PBM and make him?
3 | MR. HUEBNER: An employee of the RD.
4 | What I'm suggesting, maybe short-term
5 | leave PBM where it is, don't touch anybody else, and
6 | wait for SCS to come back to us with an answer.
7 | MR. BARNEBEY: Just as a thought. If that
8 | happened John doesn't have direct control over any
9 | employees in PBM. So that would be -- I think the
10 | SCS discussion is probably the best way to handle
11 | that right now --
12 | MR. SWANSON: We also don't know if doing
13 | that would cause John to leave.
14 | MR. BARNEBEY: Also true.
15 | MR. SELEP: I think the four of us are
16 | saying the same thing. We want to use the
17 | consultant to review that structure. We need to get
18 | clarification on the roles and responsibilities.
19 | But the word "reporting" may be an issue.
20 | MR. SWANSON: I think we state that we're
21 | going to review this with SCS and we all agree that
22 | there should be some restructuring of PBM that
23 | serves the interest of University Park.
24 | Can we go with that? He may have a -- he
25 | may explode over that. But in reality, you can't
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1 | get this done that fast.
2 | MR. HUEBNER: In that process the
3 | governance committee will be a key part of the
4 | evaluation of how we move forward with or without
5 | Park Boulevard Management and in what way, shape, or
6 | form.
7 | So he would be one of five people put
8 | into the process. So we can't get there in 30 days,
9 | ten days, whatever the timeframe was. But if he
10 | wants to be part of this change, it puts him in a
11 | place to have input.
12 | MR. SELEP: Good point.
13 | MR. HUEBNER: If he wins, great. If he
14 | loses, we all have to yield to a majority.
15 | MR. SWANSON: In the governance committee
16 | would, as all of the committees would do, they would
17 | make recommendations to the Board we can accept or
18 | reject those, correct?
19 | MR. HUEBNER: Right.
20 | MR. SWANSON: I'm good with that.
21 | MR. HUEBNER: That puts him in a place to
22 | participate. He's trying to dictate. We can't do
23 | that. We just don't know enough, right?
24 | MR. HEITZNER: Correct.
25 | MR. HUEBNER: If he's sincere about
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1 | material change and getting involved, this might
2 | appeal to him.
3 | Move on to the next one.
4 | MR. HEITZNER: Give you more examples --
5 | MR. SWANSON: This one is super sticky.
6 | He's suggesting that only golf course
7 | members, full golf course members -- here is what I
8 | don't understand. Part of the financing -- so that
9 | doesn't retire the entire debt because we're only
10 | going to raise --
11 | MR. SELEP: A million and a half.
12 | MR. SWANSON: -- a million and a half.
13 | MR. SELEP: You skipped 5A. That's the
14 | consultant to review the capital plan. They're
15 | going to do that anyway, so okay.
16 | MR. SWANSON: Yeah. I mean, I think that's
17 | fine.
18 | MR. SELEP: 5B is a show stopper because no
19 | more than $9,000,000, we're not doing the kitchen.
20 | MR. HEITZNER: Where that came from. He
21 | asked me when I met with him we would have to -- do
22 | we have to spend all of the money that we're getting
23 | through the bond? So the answer to that question
24 | is: No, we don't.
25 | So if we wanted to pay off the irrigation
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1 | and do the kitchen and then have SCS help develop a
2 | plan and how we're going to build and finance the
3 | other amenities that are a part of this -- of what
4 | we discussed, we would do that. | Nine million -- we
5	can't use $9,000,000 because that's just a number
6 | that was thrown out there. | | |
7 | MR. SWANSON: | Thrown out. | |
8 | MR. HEITZNER: | We know how much the
9 | irrigation was. | We have a proposal for the kitchen.
10	It's more than $9,000,000.
11 | MR. SWANSON: | The two combined? |
12 | MR. HEITZNER: | What I do think that we can
13 | say -- and then you guys can give feedback on this.
14 | I've said this before -- we've got to pay off the
15 | irrigation, we should do the kitchen. | That's going
16 | to leave us with not as much money as needed to do
17 | the -- | | | | |
18 | MR. SWANSON: | Rest of the projects.
19 | MR. HEITZNER: | -- the vision of the fitness
20 | center and vision of the activity center. | There's
21 | not enough money to do that. | | |
22 | So we say: | Time out. | We still have
23 | whatever money is left. | But we say time out while
24 | SCS works through a plan to determine what should
25 | fitness look like here, what should the activity
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1 | center look like here, and how much will it cost to
2 | do that in a way that isn't throwing money away. |
3 | Because we don't want to build something
4 | in two years we say: | Why did we do that? | So I |
5	don't think -- it's not like we pay off -- we do
6 | irrigation, do the kitchen. | Now we're starting the
7 | fitness center. | We don't have the money to do what
8 | we're talking about. | | | |
9 | So can SCS help us figure out how do we
10	get there in terms of what it looks like
11 | structurally; and two, how do we pay for it? |
12 | MR. SWANSON: | So you strike this entire |
13 | thing then or saying put a range on it or something?
14 | MR. HEITZNER: | I don't think we should |
15 | commit to a dollar amount. | I think we should commit
16 | to a philosophy. | | | | |
17 | MR. HUEBNER: | Agree. | |
18 | MR. SWANSON: | So we're going to strike |
19 | that? | | | | |
20 | MR. HUEBNER: | To that point, when I first
21 | ran for the Board I felt the administrative building
22 | and the community center was too expensive overall.
23 | But given the increase of cost on everything else,
24 | where I was thinking I didn't want to spend 21 |
25 | million, maybe 12 to 15 million, something less. | It
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1 | seemed like too much money. Due to the increase
2 | cost I've come to realize -- well, today, even doing
3 | the projects reduced -- is probably going to be
4 | $21,000,000. So the economy and the advent of time
5 | has -- that has changed my position just because
6 | costs have gone up.
7 | Philosophically, I don't want to do some
8 | of the wasteful -- what I consider wasteful, but
9 | some of that just costs have gone up.
10 | MR. SWANSON: Do you want to do this on the
11 | fly, so to speak, and let him know that we won't
12 | agree to this but we will agree to refuelling it? I
13 | mean, what are we looking here?
14 | MR. SELEP: Which is what's in A.
15 | MR. BARNEBEY: A I think you've already
16 | said you're going to do. B, the nine million --
17 | MR. SWANSON: Maybe A and B get the
18 | dovetailed together.
19 | MR. BARNEBEY: But B puts a cap on you and
20 | you can't --
21 | MR. SWANSON: Well, I mean, gets dovetailed
22 | together in a sense that the outcome from A will
23 | drive --
24 | MR. BARNEBEY: May drive what B is.
25 | MR. HUEBNER: The other issue --
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1 | MR. SELEP: B and C --
2 | MR. BARNEBEY: C is a different problem. C
3 | has a problem because you're binding future boards
4 | and I don't think you can do that. Because they may
5 | elect a whole new set of board members in a few
6 | years and they may say: We need to do this now.
7 | That's their right. You can't bind them
8 | beyond -- most of the stuff is all current. You
9 | just can't bind them beyond that. C you can't do,
10 | in my opinion, as it's worded. You can say we're
11 | not going to do it --
12 | MS. CARVALHO: Defer it.
13 | MR. BARNEBEY: -- not our current plan to
14 | do it. I think that's fine.
15 | MR. HUEBNER: I like that as a response.
16 | We can't do that because it binds the hands of
17 | future board members. Two, it puts a number on
18 | something we can't quantify yet. So it's binding to
19 | us.
20 | The five-year plan is okay.
21 | MR. BARNEBEY: Five-year plan is fine.
22 | We need to put a five-year plan.
23 | Five-year plan may end up showing you're going to do
24 | it, but -- that can be amended too, by the way.
25 | MR. SWANSON: So how does that get worded?
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1 | Basically, I don't know that needs to be legally
2 | worded.
3 | Steve, are you comfortable representing
4 | A, B, and C in some capacity when you're speaking
5 | with him, or do we want to try to wordsmith that
6 | now?
7 | MR. HEITZNER: No. We should wordsmith it
8 | now.
9 | MR. HUEBNER: Other consideration, again,
10 | he's going to be part of the process if he's on that
11 | governance committee. We don't have to pick hard
12 | numbers now in advance. We'll work it through as a
13 | team.
14 | MR. HEITZNER: I think I'm okay with it.
15 | MR. SWANSON: So that brings up letter D.
16 | What is his theory on one-and-a-half million when
17 | that doesn't pay off the BAN?
18 | MR. HEITZNER: I don't know.
19 | MR. SELEP: The golfers would pay a bigger
20 | portion --
21 | MR. SWANSON: No, I understand that. If
22 | you look at it, it's approximately $5,000,000, which
23 | is $4,100 a home if you assessed every home in the
24 | community. He's saying just the 450 golf members.
25 | MR. SELEP: For 1.5 million.
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1 | MR. SWANSON: Right. What about the
2 | remaining four million that the BAN has to be paid.
3 | Where is that coming from?
4 | MR. SELEP: It would either come from the
5 | bond or come from the assessment of all the members.
6 | It would have to.
7 | MR. SWANSON: But it's not even specified
8 | in here. This leaves us $4,000,000 short.
9 | MR. SELEP: He wants the golfers to pick
10 | up --
11 | MR. SWANSON: The bulk. Not even the bulk
12 | of it.
13 | MR. SELEP: 20 percent. Pick up a million
14 | and a half.
15 | MR. SWANSON: So the golfers would pay a
16 | million-and-a-half and then we reassess the entire
17 | community of 1,200 members. So the golfers would
18 | pay way more than that.
19 | MR. BARNEBEY: Correct. Your assessment is
20 | going to have to be -- I think because of the way
21 | the BAN is written -- I think the assessment is
22 | going to have to be $5,000,000.
23 | Now, if you do a specific assessment to
24 | the golfers, I think you can do that --
25 | MS. CARVALHO: Separate and apart from the
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1 | five million.
2 | MR. BARNEBEY: -- but the assessment is
3 | going to be five million. I don't think there's a
4 | way around that because I think that's what we've
5 | committed to and the bank is expecting. Because
6 | that they know they're going to get.
7 | MR. SELEP: We had to pay it off in one
8 | lump sum.
9 | MR. BARNEBEY: You could assess -- you
10 | could do, essentially, a capital assessment related
11 | to the --
12 | MR. SELEP: Steve, I think the way the BAN
13 | is worded, it has to be paid off in a lump sum. So
14 | there's really not a way to assess just the golfers
15 | 1.5 million.
16 | MR. SWANSON: So those numbers -- doing his
17 | math -- that's 3,300 per home and then 3,300 for the
18 | golfers. So $600 for the golfers.
19 | MS. CARVALHO: But that's straight line.
20 | Your assessment of dollars is not based on pro rata
21 | share of five million by 1,202 units. It's on a 50
22 | percent. It's on the market value of the home --
23 | MR. SWANSON: Right. It's less for some
24 | and more for others. But round numbers, doing
25 | simple math here, it's 3,300 for each community
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1 | member plus 3,300 for the 450 golfers.
2 | MR. SELEP: Right.
3 | MR. SWANSON: Is that acceptable?
4 | MR. SELEP: No. We just said we really
5 | can't --
6 | MR. HEITZNER: The way they have this
7 | worded we have to pay the full five million by
8 | assessment.
9 | MR. BARNEBEY: Now, you can do it capital
10 | charge to the golfers, but that won't reduce the
11 | amount of the assessments.
12 | MR. SWANSON: No. It doesn't matter -- let
13 | me see if I understand what you just said.
14 | You can pay the BAN off any way you want.
15 | You have to pay it all at once. Assessment or bond
16 | or whatever, but you just have to pay it all at
17 | once, right?
18 | MR. HEITZNER: Correct. So what do we do
19 | with the one-and-a-half-million to the golfers?
20 | MR. SWANSON: You're going to have a whole
21 | bunch of people unhappy with that.
22 | MR. HUEBNER: This is a brand new idea that
23 | was never on the table before this point. We don't
24 | even know how to digest it at this very moment
25 | because it changes everything that's happened
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1 | historically.
2 | MR. SELEP: Turn it over to the finance
3 | committee.
4 | MR. HEITZNER: Governance committee. We
5 | have to be careful here because there are a
6 | significant number of residents here that don't
7 | think they should pay anything for golf.
8 | MR. SWANSON: I agree. Which is why the
9 | golf course irrigation would not have passed if it
10 | was voted on. Is he a golf member today?
11 | MR. HEITZNER: Social member.
12 | MR. SWANSON: So then this would apply to
13 | him. If we gave him a golf club membership he would
14 | have to pay into that, right?
15 | MR. HEITZNER: Yeah.
16 | MR. HUEBNER: The other thing to factor in,
17 | with this membership with initiation fees the way
18 | they are, he's also avoiding a $25,000 initiation
19 | fee as you calculate the benefits.
20 | MR. SWANSON: It's actually more.
21 | MR. SELEP: It's 30.
22 | MR. HUEBNER: We raised it to 30 and the
23 | other one to 50, right?
24 | MR. SWANSON: That's a really good point.
25 | We'll give you a lifetime membership. You have to
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1 | pay the initiation fee.
2 | MR. HUEBNER: I'm not trying to show added
3 | value to him.
4 | MR. SWANSON: I know where you're going.
5 | I'm going the other way.
6 | MR. HEITZNER: If we gave him a lifetime
7 | membership it saved him 30 grand in initiation fees.
8 | So that ten is now 40.
9 | MR. SWANSON: Are we good on D for your
10 | meeting?
11 | MR. HEITZNER: Saying we can't do the -- we
12 | can't do --
13 | MR. HUEBNER: Very least at this point
14 | saying for the first time we don't know how to
15 | digest it.
16 | MR. SWANSON: We would have to ask the
17 | finance committee to go back and recalculate it.
18 | Can we do that? Because this is Sunshine Law, can
19 | we ask them to go back and -- can we propose to them
20 | something and say: Can you calculate this out for
21 | us?
22 | MR. BARNEBEY: What is it you're asking to
23 | calculate?
24 | MS. CARVALHO: I think he wants to
25 | calculate the 1.5 million.
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1 | No, I think you should not go to the
2 | finance committee. You go and approach this is the
3 | first time, as Scott mentioned --
4 | MR. SWANSON: But if he accepts this could
5 | we ask the finance committee to calculate this?
6 | MR. HEITZNER: What do you want him to
7 | calculate?
8 | MR. SWANSON: What the cost per home is on
9 | all this.
10 | MR. HEITZNER: Well, it's cost per member.
11 | MR. SWANSON: Cost per member.
12 | MR. HEITZNER: So there's 450 members, it's
13 | $3,000 --
14 | MR. SWANSON: That I get. But the
15 | remaining part that we would assess the rest of the
16 | community is not going to be simply 1,200 homes
17 | divided by $4,000,000.
18 | MR. HEITZNER: It's five million.
19 | MR. SELEP: You have to do the whole five
20 | million based on the BAN.
21 | MR. SWANSON: You have to pay it off, but
22 | how you acquire the money doesn't matter.
23 | MR. BARNEBEY: Well, the bank wants us to
24 | assess -- a $5,000,000 assessment because they know
25 | they will get paid.
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1 | MS. CARVALHO: There's an assessment of
2 | dollars already been noticed and issued that if
3 | nothing changes that will be on a tax roll for that
4 | $5,000,000.
5 | MR. SELEP: The 1.5 million doesn't reduce
6 | the $5,000,000.
7 | MR. SWANSON: I know it doesn't. But the
8 | 1.5 million doesn't get us there. You have to get
9 | the other four from the rest of the community and
10 | that would be done on the basis that you talked
11 | about. 50 percent is your market value and 50
12 | percent is -- right, that's what we just talked
13 | about. That's the only thing I was trying to get
14 | to. I know what it's going to be for the golf
15 | members. That's simple math. This one is --
16 | MR. SELEP: Let me try again. Based on the
17 | BAN, the way the BAN is worded, we have to assess
18 | the community for $5,000,000.
19 | MS. CARVALHO: The entire.
20 | MR. SELEP: The entire amount. That's the
21 | wording from the bank. So we can't --
22 | MR. SWANSON: Unless the bond comes
23 | through.
24 | MR. SELEP: Unless the bond comes through.
25 | MR. SWANSON: I gotcha. I'm good. I
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1 | didn't know that that was a requirement from the
2 | bank. I don't think they cared how they got their
3 | money. So it then makes this a nonissue?
4 | MR. SELEP: Correct. Now, if we want to
5 | assess golfers for something -- 1.5 million dollars
6 | for something else, like the deferred maintenance we
7 | put off, we can go do that.
8 | MS. CARVALHO: That's what Mark is
9 | saying --
10 | MR. SWANSON: I'm good. I didn't think the
11 | bank cared how they got their money.
12 | MR. HUEBNER: Before you were on the Board
13 | I sat in one finance meeting and there was a
14 | discussion about the bank requiring payment to be
15 | made by an assessment. It was made clear at the
16 | meeting by one of the gentlemen -- I can't remember
17 | his name -- sitting there relative to me. He said:
18 | But when you get down to practical matters if the
19 | bank gets its $5,000,000, that's more important to
20 | them than how it was collected.
21 | MR. BARNEBEY: That may be. In the
22 | practical side of that. However --
23 | MR. SWANSON: That's where I was trying to
24 | go with this.
25 | MR. BARNEBEY: -- we have to get clearance
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1 | from the bank and they might not do that. Our
2 | assessment is much more reliable --
3 | MR. SWANSON: True, but --
4 | MR. HUEBNER: If we walk in there with a
5 | check for $5,000,000, why would they say no?
6 | MR. SWANSON: The bank doesn't care who
7 | pays off my home, right, as long as it's paid off.
8 | MR. HUEBNER: That was what the one
9 | gentleman was making clear. The Chair also made it
10 | clear that it is stipulated in the agreement how
11 | it's to be funded if it isn't paid off earlier some
12 | other way.
13 | MR. SELEP: I think for this conversation
14 | with Dean, I think we keep it simple and clear. We
15 | don't control that. The bank's got wording in there
16 | that says: This is how you're going to go pay this
17 | off.
18 | MR. HUEBNER: Moving on.
19 | MR. BARNEBEY: Move to E.
20 | MR. SWANSON: D is a nonstarter; is that
21 | correct?
22 | MR. BARNEBEY: Yeah.
23 | MR. SELEP: Yes.
24 | MR. HEITZNER: Which one was that, the
25 | nonstarter?
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1 | MR. SWANSON: D, the 1.5 million.
2 | MR. BARNEBEY: B, C, and D are all --
3 | MR. SWANSON: As far as E goes, does that
4 | not go back to what we stated earlier about the
5 | establishment of the governance committee?
6 | MR. SELEP: And tasking the consultant to
7 | do the five-year plan.
8 | So you get down to F and this is where he
9 | wants the survey, which is also part of what the
10 | consultant's deliverable list is. So that's fine.
11 | MR. SWANSON: Can we go back to EII:
12 | Provide a whole list of review UPRD's current
13 | financial condition.
14 | That's already -- he can see that. Those
15 | are audited and published financials. What is he
16 | looking for? Maybe what he's saying: All future
17 | revenue sources currently being considered.
18 | But those are also public record because
19 | the finance committee has spoken about them.
20 | MS. CARVALHO: He's refers to PBM.
21 | MR. BARNEBEY: First of all, he's got this
22 | information but he thinks it should be part of a
23 | five-year plan. He thinks the plan needs to be much
24 | more detailed and much more discussion. Because the
25 | plan is not very detailed on these issues.
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1 | MR. SWANSON: So this gets all rolled up
2 | into the previous part about what we're talking
3 | about with the governance committee?
4 | MR. SELEP: Well, not just the governance
5 | committee. It's really the strategic planning
6 | committee, the development of the five-year plan,
7 | the approval of the five-year plan.
8 | MR. BARNEBEY: And finance.
9 | MR. HEITZNER: What he wants is strategic
10 | planning committee as the lead on this five-year
11 | plan, but he wants the finance committee to be a
12 | part of that because he wants the two to tie
13 | together, which they should.
14 | MR. SELEP: They've already done one joint
15 | meeting. So that process is in play --
16 | MR. SWANSON: In fact, at 11:30 I have a
17 | call with them, with SCS. Call they're all reaching
18 | out to everybody about.
19 | MS. CARVALHO: Where are we at?
20 | MR. SWANSON: I know we're on F, but the
21 | question becomes: Does this all get sort of rolled
22 | up into that whole governance structure/SCS review
23 | approval --
24 | MR. BARNEBEY: Wrapped up into the SCS --
25 | MR. SWANSON: Yep.
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1 | MR. SELEP: In reality those are
2 | deliverables. There's no -- we're not contending --
3 | MR. HEITZNER: Everything there I talked to
4 | them about yesterday.
5 | MR. SWANSON: Let's go to 6.
6 | MR. BARNEBEY: On F, is that an SCS deal
7 | too?
8 | MR. SELEP: Yes.
9 | MR. BARNEBEY: That was good. I like that.
10 | SCS makes that decision.
11 | MR. SWANSON: I have a question on this
12 | whole dismissal. The last statement here is: The
13 | parties stipulate that the Court shall retain
14 | jurisdiction to enforce this agreement to the
15 | fullest extent permitted by law.
16 | Can you explain it as it relates to the
17 | sentences above it?
18 | MR. MOORE: So what you typically do in a
19 | settlement agreement when there's active litigation,
20 | you have your settlement agreement and in order to
21 | avoid having to file a whole new lawsuit for breach
22 | of that agreement, you have a stipulation signed
23 | with the Court entering an order dismissing the
24 | case. All parties -- you say all parties pay their
25 | own fees and costs and say the Court is reserving
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1 | jurisdiction to enforce the terms of the settlement
2 | agreement. | | | | |
3 | | So you simply pay a $50 reopen fee for
4 | the file, someone files a motion to enforce, and
5	then the Court can go right ahead and enforce the
6 | settlement. | As opposed to filing a breach of
7 | contract lawsuit where you have to work through the
8 | whole trial process. | | |
9 | | MR. HUEBNER: | From a legal perspective, do
10	you -- does any of this give you pause?
11 | | MR. MOORE: | No. | |
12 | | MR. HUEBNER: | It's kind of boilerplate
13 | stuff? | | | | | |
14 | | MR. MOORE: | The only thing I don't care for
15 | is B. | It's releasing UPRD claims pending litigation
16 | settlement claims only. | He doesn't define
17 | settlement claims. | I can only go back to the
18 | beginning to assume what those are. | That being --
19 | | MR. SWANSON: | Do those need to be spelled
20	out here?
21 | | MR. MOORE: | I would prefer it because I
22 | want clarity with drafting the release. | I would
23 | include in the release that UPRD, its officers,
24 | directors, agents, insurers, all that would be in
25 | there. | But it sounds like he's trying to carve out
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1 | as much of those pieces as he can. I think if we
2 | say: Officers, directors, board members, that would
3 | likely -- I want to do research -- likely release --
4 | if he wanted to sue Sally, for example, I think that
5 | would release Sally by not being specifically named.
6 | MR. SWANSON: Are you good with discussing
7 | this?
8 | MR. HEITZNER: We really don't have an
9 | issue with this one. The attorneys will work out --
10 | MR. SWANSON: Okay. I'm good.
11 | 7, UPRD's release.
12 | MR. BARNEBEY: Here he is more specific as
13 | to who he's going to release.
14 | MR. MOORE: The Board is going to release.
15 | MS. CARVALHO: Backwards. So much for
16 | UPRD.
17 | MR. SWANSON: Including the District and
18 | all of its current and former officers, board
19 | members, agents, consultants, blah, blah, blah.
20 | MR. BARNEBEY: Can't do that. That part of
21 | it.
22 | MR. SWANSON: So we basically irrevocably
23 | and unconditionally release him from everything from
24 | here to eternity.
25 | MR. BARNEBEY: I don't think we can release
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1 | anybody but ourselves. Can we? The District.
2 | MR. MOORE: Correct. I mean, because if --
3 | go back to the old Chair wanted to sue. It would be
4 | in the capacity as District. If you want to sue
5 | personally, we've not released any personal claims
6 | she has against Dean Matt.
7 | MR. SWANSON: We can't do that.
8 | MR. MOORE: You can't. It wouldn't be
9 | enforceable even if we put the words on the page and
10 | signed it.
11 | MR. SWANSON: We don't have the authority
12 | to provide a release for a private citizen to be
13 | able to seek --
14 | MR. MOORE: Right. It would only apply
15 | with respect to claims UPRD has.
16 | MS. CARVALHO: How does it work with
17 | agents?
18 | MR. SWANSON: You?
19 | MR. MOORE: To the extent your claim solely
20 | comes through UPRD, it would be released. To the
21 | extent you have an individual claim because he
22 | defamed you individually, let's say, that's not
23 | being released because you didn't sign off on it.
24 | MR. SWANSON: Why is this in here if it's
25 | not legally enforceable? Why would his attorney
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1 | place this in here if we don't have the ability to
2 | do that?
3 | MR. MOORE: A lot of times what you trying
4 | to do -- quite frankly, I think this release should
5 | be a joint mutual release. If we're going to do a
6 | general release, we're going to do a mutual general
7 | release of any and all claims. I think that's the
8 | appropriate way. That way we're not wordsmithing
9 | anything.
10 | MR. SELEP: You would combine 7 and 8?
11 | MR. MOORE: I would combine -- yes. Yes.
12 | Essentially, that's what I would do. I think if
13 | we're settling this, we're trying to heal everybody
14 | here.
15 | MR. SWANSON: This doesn't do that.
16 | MR. MOORE: It carves out and gives people
17 | the ability to still hang a sword over someone's
18 | head or make threats.
19 | MR. HEITZNER: I don't see this as a
20 | discussion point with me and Dean Matt.
21 | MR. SWANSON: This is the attorneys. But
22 | do you say sort of what Fred just suggested, this
23 | needs to be a mutual release --
24 | MR. MOORE: Say exactly that. This is
25 | getting complicated. The Board is willing to
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1 | release you fully, but you need to release UPRD
2 | fully as well.
3 | MR. SELEP: The show stopper for me -- this
4 | is F, 8F, because now he specifically eliminating
5 | the election and whatever the surveillance camera
6 | issue is --
7 | MR. SWANSON: I hadn't gotten to that one
8 | just yet, but I had a question --
9 | MS. CARVALHO: You're on 8 now.
10 | MR. SELEP: If we're talking about
11 | combining 7 and 8, I'm pointing out that 8F is an
12 | issue.
13 | MR. MOORE: That's why you do the mutual
14 | general release. We're releasing any and all claims
15 | from beginning of time to the date this thing is
16 | signed.
17 | MS. CARVALHO: 6, 7 and 8 you're combining?
18 | MR. SELEP: No, 7 and 8.
19 | MR. SWANSON: 7 and 8. Just the releases.
20 | MR. HUEBNER: I don't remember ever signing
21 | an agreement unless there was a mutual release in a
22 | settlement.
23 | MR. MOORE: I have dealt with it. I have
24 | tried to do carve-outs. Every single time there are
25 | problems. Whether it's trying to craft the language
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1 | or after it's signed, now you're getting threats.
2 | That's included. That's not included.
3 | That's why it's always hard to continue
4 | doing business with someone to where you have to do
5 | that carve-out. You're like: Well, what does that
6 | carve-out really mean? A good lawyer can get
7 | creative and say: That's excluded from that
8 | carve-out even it was intended to be.
9 | MR. SELEP: I think your words are: We
10 | want to do a mutual release. We'll combine 7 and 8
11 | and let the lawyers work out the language.
12 | MR. HUEBNER: If you get that far.
13 | MR. SWANSON: Under -- when he says:
14 | Claims not released, that's ridiculous.
15 | MS. CARVALHO: I don't understand that
16 | either on F.
17 | MR. MOORE: Particularly if you're paying
18 | -- we're not offering 300. If you're offering him
19 | $300,000, UPRD wants to be done.
20 | MR. SWANSON: He's leaving them in here.
21 | MR. MOORE: Right.
22 | MR. SWANSON: Steve, are you good with
23 | talking points for 7 and 8? Basically it's a mutual
24 | release crafted by the attorneys.
25 | MR. HEITZNER: Mm-hmm. Yep.
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1 | MR. SWANSON: Number 9.
2 | MR. SELEP: 9.2.
3 | MR. SWANSON: Before we get to 9.2, he
4 | seems to determine what is disparaging and
5 | defamatory on his own accord.
6 | MR. BARNEBEY: Yes, he does.
7 | MR. SWANSON: So how do we -- what do we do
8 | with this?
9 | MR. MOORE: I'm never a big fan of
10 | non-disparagement agreements. It's hard to police.
11 | Hard to sue under. You do try to put a liquidated
12 | damage provision like they've done, which is
13 | something they can grasp to.
14 | MR. SELEP: He also doesn't define who
15 | decides whether it's a penalty or not a penalty. So
16 | we're going to give him $5,000. But the question
17 | is: Liquidated damages, who decides what's a
18 | material breach?
19 | MR. MOORE: Ultimately, if you didn't pay
20 | it would be the Court. He'd sue you for breach or
21 | enforce this agreement claiming a breach and he'd
22 | present those statements to the Court and the Court
23 | would be the one to decide if it's disparaging. If
24 | it's disparaging, he gets $5,000 for each.
25 | MR. SWANSON: So can -- does it make
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1 | sense -- I don't think we can ever reach a
2 | settlement without some sort of -- I don't want to
3 | call it a public apology, but for lack of a better
4 | term -- you crafted something very well in one of
5 | our first meetings that basically says: In the
6 | interest of moving forward, blah, blah, blah. No
7 | claims were mentioned. It's the RD and Dean Matt
8 | are the only ones mentioned. Not former board
9 | members, nothing.
10 | Can we suggest that language be dropped
11 | back in here and wipe out 9 all together, or 9.2.
12 | MS. CARVALHO: Replace.
13 | MR. SELEP: My take on that, Steve, is this
14 | is his version of the apology letter Fred wrote.
15 | MR. SWANSON: Right. Basically what he's
16 | saying -- yeah, it is because it's in quotes.
17 | MS. CARVALHO: But he hasn't seen his
18 | apology letter.
19 | MR. SELEP: Yeah, he has.
20 | MS. CARVALHO: No, he hasn't.
21 | MR. SWANSON: You didn't share that with
22 | Dean Matt. Remember you crafted that one time a
23 | mutual, sort of, apology between both parties.
24 | MR. MOORE: As I sit here I don't believe I
25 | did, but I couldn't say for certain that it was
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1 | shared in any meaningful way.
2 | MS. CARVALHO: This is the first time
3 | you're doing settlement. So that wouldn't have
4 | been -- probably loose discussion, right, but it
5 | wasn't like in writing.
6 | MR. SWANSON: Do we agree --
7 | MR. MOORE: My memory is I drafted it and I
8 | only shared it in the shade meeting.
9 | MR. HEITZNER: Pretty sure that's correct.
10 | MR. SWANSON: Do we agree then that that
11 | would be appropriate to drop in here? A mutual --
12 | MR. SELEP: If he's agreeable to it.
13 | MR. SWANSON: We can only suggest it.
14 | MR. SELEP: I would look at it two ways,
15 | Steve. I would bring that letter and say: Look, in
16 | the interest of trying to heal the community and
17 | move forward together, you're going to be part of
18 | the governance committee. So now you're part of the
19 | team. Here's a mutual apology.
20 | If he comes back and says: Nope. I want
21 | you guys to apologize. The change I would make to
22 | 9.2 is I would take the names out. I'm okay with
23 | putting positions in there, but I would take
24 | Dickson, Murphy, Fetsick and Johnson out.
25 | MR. SWANSON: I don't know that this
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language works.
MR. BARNEBEY: Want to say: The Board
regrets the actions of former board members.
MR. SWANSON: No. At the end of the day,
I've got to live with these people. There's a whole
bunch of people that I know that would be completely
unhappy with that kind of language. I live in this
community and I don't want to move. I can't do
that. At least I would vote against that. Put that
on the record.
MS. CARVALHO: Vote against what exactly?
MR. SWANSON: Pretty much this entire
paragraph.
MS. CARVALHO: But you like what Fred --
MR. SWANSON: I have to go back and revisit
it but that was far more acceptable than this.
I mean, this Board regrets the actions of
the former board? Are you ever going to talk to
David Murphy, Sally, or anybody else in this
community you see up at the club again if you do

that? Rhetorical question.
I can't do that, sorry. That one

is a

nonstarter for me.
MR. BARNEBEY: I will note as to this
statement should be part of this in 9.2, I don't

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1 | think we control what UPCAI does. | We don't have any
2 | control over that. | | |
3 | The others we can do, that's fine.
4 | MR. HUEBNER: | My recommendation on that is
5	try to use his framework here, incorporate some of
6 | the stuff you had in yours maybe, and take out the
7 | names, whoever possible, if you want to be that
8 | specific. | | |
9 | MR. SWANSON: | Honestly, where he says:
10	Further, the District withdraws any contention that
11 | Dean acted unlawfully, improperly, dishonestly or in
12 | bad faith; could anybody here in this room say that?
13 | I'm not sure about the unlawfully. | But improperly,
14 | dishonesty, or in bad faith? | Am I not supposed to
15	be asking these questions?
16 | Let's move on. | |
17 | MR. BARNEBEY: | I would suggest that you
18 | might want to propose Fred's language --
19 | MR. SWANSON: | Absolutely. | 100 percent.
20 | MR. BARNEBEY: | -- at this point, but that's
21 | up to you. | | |
22 | MR. HUEBNER: | I also think we've got
23 | several hurdles to get through before we get to that
24 | language. | | |
25 | MR. BARNEBEY: | Well, that's probably fair.
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1 | MR. SELEP: That's fair.
2 | MR. HEITZNER: I think we're going to have
3 | a hard time using anything other than something
4 | close to what Fred wrote.
5 | MR. SWANSON: I agree.
6 | MR. SELEP: Say that again.
7 | MR. HEITZNER: We're going to have a hard
8 | time getting any kind of consensus here of using any
9 | language other than similar to what Fred wrote.
10 | MR. SWANSON: I agree.
11 | Have we moved on to --
12 | MR. BARNEBEY: 10.
13 | MR. SWANSON: -- no. No. No. 9.3.
14 | MR. HEITZNER: Dean is very focused on --
15 | he wants to come out of this as a winner. He wants
16 | to come out of this that the community does not hold
17 | any grudge against him. He made the statements to
18 | me that we've turned him into a pariah and he
19 | wants -- he doesn't want that image.
20 | I tried to say: We need to focus on
21 | going forward and stop living in the past.
22 | MR. SWANSON: None of this does that?
23 | MR. SELEP: Fred's does a better job.
24 | MR. HEITZNER: Fred's is acceptable.
25 | I was trying to get him to think about
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1 | moving forward.
2 | MR. SWANSON: This is part of my inherent
3 | problem --
4 | MR. HEITZNER: Kind of like you continue to
5 | hear about people still fixated on the fact whoever
6 | bought the club just that we overpaid. There's not
7 | anything we can do about that. Why are we spending
8 | any time on that right now?
9 | MR. HUEBNER: Not by today's numbers.
10 | MR. SWANSON: He's turned himself into a
11 | pariah.
12 | Can we address 9.3? Can you explain that
13 | to me, $5,000 per occurrence any material breach of
14 | Section 5? I mean, that's just an open door for
15 | money flowing to Dean Matt for anything he perceives
16 | to be an egregious assault on his person.
17 | MR. MOORE: I don't even understand. He's
18 | referring back to Section 5. Section 5 is all the
19 | things we're going to do.
20 | MR. BARNEBEY: Right. If he doesn't think
21 | we've done it --
22 | MS. CARVALHO: Clarification.
23 | MR. BARNEBEY: -- Section 5, he gets
24 | $5,000.
25 | MR. SELEP: If we haven't done it to his
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1 | satisfaction, he gets five grand.
2 | MR. MOORE: Typically, that would defer
3 | back to 9.1, the disparaging comments. You've
4 | called me an asshole; so therefore, I'm entitled to
5 | liquidated damages --
6 | MR. SWANSON: Five grand.
7 | MR. MOORE: -- five grand. Which is why I
8 | don't necessarily like the non-disparagement. I
9 | could say: No false, misleading, defamatory,
10 | disparaging.
11 | I mean, it could be you're sitting on
12 | your back deck with a couple of neighbors drinking a
13 | cocktail and you say: Man, that Dean Matt is an
14 | asshole. And then, is that disparaging? Is that
15 | your role of UPRD or is that just you sitting there?
16 | Creates too many issues. One of the
17 | reasons why I generally avoid non-disparagement.
18 | MR. SWANSON: Does this go away with the
19 | non-disparagement clause? Go ahead.
20 | MR. HEITZNER: I would take this out.
21 | MR. SWANSON: I felt it was worthy of
22 | asking.
23 | MR. HUEBNER: The other way to look at it
24 | is if it's in an agreement and you can't take the
25 | agreement, it has to apply to you too.
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1 | MR. BARNEBEY: | I was about to say that. | It
2 | could be both ways. | | | | | |
3 | MR. SWANSON: | I've got to read your | |
4 | retraction, your public apology. | I thought there |
5	was something in there about that.
6 | Mutual thing moving forward, etcetera. |
7 | Agreement not to have any more conversations about
8 | it -- | | | | | | |
9 | MR. HUEBNER: | If the goal is to have a |
10	fundamental change in things, I think we're moving
11 | in that direction. | If the goal is to heal the | |
12 | community, then both sides need to move forward and
13 | forgive and forget and move on. | This holds a | |
14 | cleaver over our heads moving forward unnecessarily.
15 | MR. HEITZNER: | It's not in good faith. |
16 | MR. SWANSON: | No. | | |
17 | So number 10. | In my mind, do you know |
18 | what this is? | This is the last page of a retraction
19 | by the New York Times for something they publicly |
20	put on the first page disparaging whomever and no
21 | one ever sees it. | | | | | |
22 | Does this get incorporated, Fred, into |
23 | your statement in some way? | | |
24 | MR. HEITZNER: | He's going to be on the |
25 | governance committee now under Sunshine Laws. | So is
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1 | this...
2 | MR. MOORE: I think that there's nothing
3 | wrong with the, quote, the past is resolved pursuant
4 | to a settlement agreement. That's fine.
5 | I think even A through D is fine. But it
6 | should say: However, UPRD or Matt will make
7 | truthful statements --
8 | MR. BARNEBEY: I think we're still on 10.
9 | MR. MOORE: Oh, that, to me -- that is a
10 | standard thing just saying: Just because we settled
11 | doesn't mean that any of us are liable. Same with
12 | him. Mutual statement.
13 | MR. BARNEBEY: I think that's good. I
14 | don't like the first clause. I think we just say --
15 | this agreement constitutes a compromise of disputed
16 | claims and shall not constitute admission of
17 | liability, wrongdoing, period.
18 | MS. CARVALHO: Instead of the except, you
19 | mean?
20 | MR. SELEP: I think 11 I like your wording
21 | better. It's not however Matt may. It's Matt and
22 | the Board.
23 | MR. BARNEBEY: Yeah, that's mutual.
24 | MR. SWANSON: Something like: However, all
25 | parties may make truthful statements concerning.
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1 | MR. MOORE: Yes.
2 | MR. SWANSON: Number 12 that needs to go
3 | both ways.
4 | MR. BARNEBEY: Yeah, I don't know what this
5 | means. I'm concerned about this. I want to go back
6 | to what -- some of the stuff that happened, which
7 | occurred in his meetings. He promoted certain
8 | stocks. That resulted in a request for us to look
9 | at whether or not that was appropriate and gave us
10 | liability as a District in him promoting stocks on
11 | our property in one of our club meetings.
12 | Haven't gotten into a lot of detail about
13 | that, but that's what happened.
14 | So I don't know what this means. To the
15 | extent that it doesn't affect us, I think that's
16 | fine. Just need to make sure if it affects our
17 | potential liability, then it's something we need to
18 | look at. There needs to be an exception to that.
19 | MR. SWANSON: This one is under attorney
20 | review?
21 | MR. BARNEBEY: Kind of. We have to modify
22 | it to make sure -- in reality, it ought to go both
23 | ways, frankly.
24 | MR. MOORE: I don't know that it's
25 | necessary because you're already released for past
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1 | conduct. What this is really doing is now saying
2 | when he does something in the future: Oh, you're
3 | retaliating against me. As opposed to making it
4 | clear: No, anything in the past is in the past.
5 | Anything in the future, that's fair game for anyone.
6 | MR. BARNEBEY: Anything we do related to
7 | Dean Matt related to this is -- he's going to think
8 | is in violation of this section.
9 | MR. MOORE: If you get this far with him,
10 | you simply say this is covered in the release.
11 | MR. HEITZNER: 12.0, you're saying, is
12 | covered in the release?
13 | MR. MOORE: Yeah. We can't take action
14 | with regards to anything that has happened in the
15 | past.
16 | MR. HEITZNER: We say strike this?
17 | MR. MOORE: Yes.
18 | MR. SWANSON: Is 13 reasonable?
19 | MR. MOORE: Standard term. I will say,
20 | some clients, they don't want to ever have
21 | attorney's fee provisions in their agreement because
22 | it creates a negotiating imbalance. Particularly,
23 | some people it means they think they're right and
24 | they need to get their attorney's fees back so
25 | they're going to go all the way to the end. It just
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1 | depends.
2 | There's other people: Hey, if we're
3 | going to get sued or we're going to sue, we want to
4 | be able to recover our attorney's fees.
5 | MR. HEITZNER: So we're okay with this?
6 | MR. MOORE: Yes.
7 | MR. SWANSON: Is there anything else going
8 | forward from 13 through 18 that needs to be struck
9 | or reviewed, or is that standard?
10 | MR. MOORE: Boilerplate.
11 | MR. SWANSON: Steve, do you have what you
12 | need to meet with him?
13 | MR. HEITZNER: No, I don't have this
14 | agreement with --
15 | MR. SWANSON: Right. I mean, you have what
16 | you need based on this to go and represent our
17 | thoughts on this?
18 | MR. HEITZNER: Yeah.
19 | MR. HUEBNER: For what it's worth, Steve,
20 | you have my trust as you go in to talk to him. So
21 | whatever you can do to get to some settlement, if
22 | you feel it's good, you have my vote.
23 | MR. BARNEBEY: It will have to come back.
24 | MR. HUEBNER: I understand. I'm just
25 | trying to give him --
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1 | MR. SELEP: I'll second that.
2 | MR. SWANSON: Yeah. I've said it before:
3 | The key thing is is that what you agree to there
4 | will go back to an attorney, come back to Fred and
5 | Mark, and we'll be sitting here again. Do we set up
6 | another meeting?
7 | MR. SELEP: I have one other question for
8 | us. If this face plants, are we done?
9 | MR. HEITZNER: We've got to define face
10 | plant? Meaning he says we're done. Before this
11 | came out, he said we're done. If he comes out and
12 | says, we're done, then I say we're done. If he
13 | counters this, then we have to talk about it.
14 | MR. SELEP: If he counters it in writing?
15 | MR. HEITZNER: Yeah.
16 | MR. SWANSON: Writing like this through his
17 | attorney?
18 | MR. SELEP: Right. Because he has made
19 | statements -- $75,000 in three conversations have
20 | been $300,000. I'm okay with another loop in
21 | writing.
22 | MR. HEITZNER: Let me throw this out there
23 | because I'm sort of envisioning this.
24 | I'm going to talk to Rusty about setting
25 | up this meeting. That's the only way I can get it
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1 | set up. | So I'm going to talk to Rusty about getting
2 | this meeting set up. | He's going to go talk to Dean
3 | Matt about trying to get this meeting arranged. | My
4 | guess is Dean Matt is going to say: | I've already
5	given them my response.
6 | | MR. SELEP: | Okay. | | |
7 | | MR. HEITZNER: | Then the question is what do
8 | we do? | We know what we're going to do -- we agreed
9 | to meet -- | | | | |
10 | | MR. SWANSON: | That would constitute a face
11 | plant. | | | | | |
12 | | MR. SELEP: | That's where I'm at, Steve. | If
13 | he comes back and says: | Okay, we're done. | We'll
14 | wait for the Court and we'll respond accordingly.
15	This has taken up a lot of time, a lot of effort --
16 | | MR. SWANSON: | A lot of money. | |
17 | | MR. SELEP: | -- and a lot of money. | |
18 | | MR. HEITZNER: | We're not necessarily going
19 | to wait for the Court because we want to move |
20 | forward on this project. | We got an assessment. |
21 | Whether it's assessments, whether it's a five-year
22 | loan, whether it's -- whatever it is, we've got to
23 | move forward. | | | | |
24 | | MR. SWANSON: | Didn't he say in one of his
25 | last messages to us recently that he was going to
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1 | sue if there was any attempt to assess the
2 | community?
3 | MR. BARNEBEY: Yes.
4 | MR. SELEP: Yes.
5 | MR. BARNEBEY: But we talked about that.
6 | Won't he not have to post a bond if that happens?
7 | MR. SELEP: Yes. We have talked about
8 | that. We can't --
9 | MR. MOORE: I don't recall.
10 | MR. BARNEBEY: You said that.
11 | MR. SELEP: I recall.
12 | MR. SWANSON: I only ask that because at a
13 | minimum we have to assess for the golf course
14 | irrigation.
15 | MR. SELEP: That's already voted on by the
16 | previous Board.
17 | MR. SWANSON: I know but can he file a
18 | lawsuit to try to prevent that?
19 | MR. BARNEBEY: Anybody can file a lawsuit.
20 | MR. SELEP: He's going to keep filing.
21 | MR. MOORE: Yes. If he filed suit if we're
22 | already moving down the path, the only way he's
23 | going to be able to stop it is for an injunction.
24 | In order to get the injunction, he has to post the
25 | bond. That refreshed --
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1 | MR. HEITZNER: Only reason -- the reason we
2 | couldn't get an injunction on the bond -- so we won
3 | in the court of appeal -- we won in circuit court,
4 | but if it gets appealed to the supreme court, it's
5 | an automatic stay?
6 | MR. MOORE: For the bond. This is the
7 | process for the bond. The point of it being to the
8 | supreme court and everything is to make sure that
9 | you have the lawful authority to be able to issue
10 | bonds and then it's fully settled.
11 | But in this instance he would be at a
12 | trial court level filing a lawsuit making some claim
13 | that the assessments are improper, illegal, and he
14 | would have to get an injunction if he was --
15 | temporary injunction, that is, because he would have
16 | to move in quickly, have a fast hearing. He has to
17 | prove his elements, prove that there was potential
18 | likelihood of harm. And then in order for the Court
19 | to then issue the injunction, he has to post a bond.
20 | That's based on an evidentiary hearing of
21 | what we claim our damages are potentially.
22 | MR. HEITZNER: Okay. Back to my original
23 | question. So the previous Board secured a bond.
24 | Matt sued to stop it. Went to the circuit court.
25 | Circuit court said it's fine. He appeals.
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Once he appealed, we no longer have the
ability to get access to money even though the Court
ruled in our favor because it's automatically
stayed?
MR. MOORE: That's the bond validation
process. The process -- the assessment is something
completely different.
MR. HEITZNER: I understand that. I'm only
asking about the bond.
MR. MOORE: No. So he would post the bond
at the trial level if he had an injunction issue.
If we appealed it, the bond is still in place.
MR. HEITZNER: I'm not referring to any of
that.
MR. BARNEBEY: To answer your question. I
don't think anybody would buy the bonds with this
pending, even if it wasn't on a bank statement,
because it wouldn't be sure --
MR. SELEP: Too much risk.
MR. HEITZNER: There is an automatic stay,
right?
MR. BARNEBEY: I don't know the answer to
that question off the top of my head.
MR. MOORE: You cannot lawfully issue the
bonds until the supreme court has ruled with

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finality.
MR. HEITZNER: Even though you won in the
circuit court?
MR. MOORE: Correct. Which is why the
statute is they're expedited, in quotes.
MR. SWANSON: Do we need to set --
MR. HEITZNER: It's 11:02, can you check?
MR. MOORE: I've been checking.
MR. SWANSON: Do we need to set up another
shade meeting?
MR. HUEBNER: There's no such thing as an
emergency shade meeting. They have to be advertised
ten days in advance. I mean, what if the place is
on fire, we just can't get -- you have to run an ad
and it has to be 10 days in advance? Hope the fire
gets put out.
MR. BARNEBEY: It's part of a meeting --
general meeting. Public knows they can come either
beginning or at the end.
MR. HUEBNER: Just seems challenging. If
Japan attacks Hawaii, we can't have a meeting about

22 | it for | 10 days because we have to advertise it.
23 | That's | my example.
24 | | MR. BARNEBEY: Understood. No, we have to
25 | notice | it.

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1 | MR. SWANSON: | | Try to get something on here
2 | because you're out. | | |
3 | MS. CARVALHO: | Almost done with the closed
4 | session so I can start the recorder, or not yet?
5 | MR. HEITZNER: | Not yet. |
6 | MR. HUEBNER: | | I need a two-minute break.
7 | MR. BARNEBEY: | Once we get out of the
8 | session we'll take a short break. |
9 | MR. SELEP: | I'll be flying back in. | You
10	guys have to give me some notice if we're canceling
11 | it. | | |
12 | MR. SWANSON: | | You're out starting the 11th?
13 | MR. HEITZNER: | Yeah. |
14 | MR. SWANSON: | | So it has to be before that.
15 | MR. HEITZNER: | Is it workdays or calendar
16 | days? | | |
17 | MR. BARNEBEY: | Ten calender days, but
18 | you've got to give time for the notice to be run.
19 | MR. HUEBNER: | | I'm good any time 8th, 9th,
20 | 10th, 11th. | | |
21 | MR. SWANSON: | | 9th is the town hall. |
22 | MR. HEITZNER: | Which we have to talk about.
23 | MR. SWANSON: | | So should we pick Monday the
24 | 8th? | | |
25 | MR. BARNEBEY: | Can we get the notice done
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1 | in time for that?
2 | | MR. | HUEBNER: Has to go out today.
3 | | MR. | SWANSON: It has to be published in the
4 | paper? | |
5 | | MR. | BARNEBEY: Yes, sir.
6 | | MR. | SELEP: Let me ask a question.
7 | | MS. | CARVALHO: We should be fine.
8 | | MR. | SELEP: What's the rush to do the next
shade meeting? You're going to be gone until the
11th. What if we did it when you came back? What's
the rush?
MR. SWANSON: I'm going to be gone from the
24th through the 14th. My point is to have it on
the books that way we can cancel it.
MR. SELEP: I get that part. You're going
to have to time -- for one, you don't know when
you're going to have the conversation or if. Right?
What's the rush? Why wouldn't we drag our feet a
little bit and wait to see if the supreme court
comes through?
MS. CARVALHO: That's a tactic.
MR. SWANSON: What makes us think it's
supposed to come through? What is supposed to
happen at 11:00?
MR. HEITZNER: Every Thursday at 11 a.m. is

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when rulings come out.
MR. MOORE: No, nothing.
MR. HUEBNER: I'm inclined to suggest we
advertise it, we set it up. We can always postpone
it upon further consideration, but we can never
accelerate it. As far as dragging our feet, I'm not
inclined to do that. Things go slow enough under
the Sunshine Laws.
MR. SWANSON: Your thought process is that
that just lends credence to him by us continuing to
meet in these shades?
MR. SELEP: Well, I don't -- I think Steve
has to have the meeting. I think there's going to
be results from that meeting that need to be
digested by these three people before we get back
together. I don't see that happening in 10 days or
nine days.
MR. SWANSON: We can always redo it. We
can always pick a different date.
MR. SELEP: That's what I'm saying.
MR. SWANSON: I mean, we can always have a
date -- better to have a gun and not need it then
need a gun and not have it.
MR. SELEP: I don't know that we're going
to need it. I think this meeting needs more time to

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happen and be digested versus trying to cram it
through. Therefore, the shade meeting wouldn't be
required until mid June or later. I don't think
there's any risk in that. I think if the supreme
court comes through, the answer is that we don't
need the agreement at all.
That's my point. I mean, whatever
date --
MR. SWANSON: I just won't be part of it
then. I'll be gone. I'm gone for three weeks.
MR. HUEBNER: My recommendation is we go
back to the first plan. We schedule the meeting.
Find out if we can have the meeting in advance
because that could kill the whole thing.
MR. SWANSON: You're thinking, Greg, I'm
sure, you're thinking I've got to book flights.
MR. SELEP: That's a minor part of it. The
major part of that is when is the meeting going to
happen and when can the information get digested.
What I don't want to do is spend two hours in this
room and go: Well, we thought this was going to
happen and it didn't happen.
MR. SWANSON: We would know that ahead of
time. I mean, we can communicate that through
Vivian and go: It's dead. Or hey, we've got

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something worthy of reading.
I don't know. You guys let me know what
you want to do.
MS. CARVALHO: The 8th, what are you guys
thinking about? I'm not available in the afternoon.
MR. SWANSON: Morning is fine. Whatever
works.
MR. HEITZNER: Are we still in favor of
going through with this town hall meeting given this
discussion?
MR. SWANSON: I think if we cancel the town
hall our credibility --
MR. HEITZNER: We haven't announced it,
have we?
MS. CARVALHO: We sent an -- there's an
agenda posted or -- no, it will be posted. Hasn't
been posted yet. They're talking about in meetings
--
MR. HEITZNER: We've been talking about it
in meetings but we haven't published a date.
MS. CARVALHO: We have not finalized the
agenda for the day that the Board discussed at the
last meeting, which that's supposed to happen by
Tuesday, June 2nd.
MR. HEITZNER: So I'll ask the question and

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1 | say, if we were to say we weren't going to have it,
2 | we could say in a public meeting, we have ongoing
3 | negotiations right now with the litigation and it's
4 | in everybody's best interest for us to -- I think we
5 | can get around that, but we have it on the calendar.
6 | So if we're saying if we're not going to
7 | have the town hall meeting, we can have the shade
8 | meeting then.
9 | MR. SELEP: The risk is the bond doesn't
10 | come through and August 1st comes around.
11 | MR. HEITZNER: We've got to talk about the
12 | assessment. We have to talk about that.
13 | MR. BARNEBEY: Let's not get too far off
14 | this. The reason I kind of let it go for a little
15 | bit because it affects when we're going to have our
16 | shade meeting. We've now got to decide.
17 | MR. HUEBNER: Decide on advertising or not
18 | advertising the shade meeting. Let's look at
19 | advertising Monday morning, the 8th, at 9 a.m.
20 | That's my recommendation. Let's close the private
21 | part so I can go to the restroom. I apologize for
22 | that inconvenience.
23 | MS. CARVALHO: So we're looking at June 8th
24 | at 9 a.m.
25 | MR. SWANSON: I have to be on with SCS at
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1 | 11:30. I'm going to have to get out of here. |
2 | MR. BARNEBEY: Everybody okay with that? |
3 | MS. CARVALHO: Are we ready to go back? |
4 | I'm going to start the recorder so we can go back |
5 | into the shade. |
6 | MR. HEITZNER: June 8th is a week from |
7 | Monday. So even if he's willing to meet with me, |
8 | whether we pull it off -- |
9 | MR. SWANSON: Right. We can always change |
10 | it if we have to. |
11 | MR. BARNEBEY: If not we can reschedule it |
12 | for later on. |
13 | Going on now? |
14 | We're out of private session. |
15 | MS. CARVALHO: The time is 11:12 a.m. |
16 | MR. BARNEBEY: We're going to take a |
17 | five-minute break. |
18 | MS. CARVALHO: 11:12 a.m. we're going to |
19 | recess for five minutes. |
20 | (Shade Meeting ended at 11:12 a.m.) |
21 | |
22 | |
23 | |
24 | |
25 | |

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1	CERTIFICATE OF REPORTER
2
STATE OF FLORIDA	)
3	)
COUNTY OF MANATEE	)
4
5
I, JENNIFER MARIE SIROIS, Notary Public, State
of Florida, I was authorized to and did
stenographically report the foregoing proceedings; and
that the transcript is a true and accurate record of my
stenographic notes.
11
I FURTHER CERTIFY that I am not a relative, or
employee, or attorney, or counsel of any of the
parties, nor am I a relative or employee of any of the
parties' attorney or counsel connected with the action,
nor am I financially interested in the action.
Dated this 14th day of June, 2026. 18
19

20
Jennifer Marie Sirois, Notary Public
21		State of Florida at Large My Commission Number: HH411725
22	Expires: September 19, 2027
23
24
25

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