MINUTES OF THE JOINT MEETING
OF THE POINCIANA & POINCIANA WEST COMMUNITY DEVELOPMENT DISTRICTS

The joint meeting of the Boards of Supervisors of the Poinciana Community Development District and Poinciana West Community Development District was held on Monday, July 9, 2018 at 2:30 p.m. in the Starlite Ballroom, 384 Village Drive,  Poinciana, Florida.

Present and constituting a quorum of the Poinciana CDD Board were:

Robert Zimbardi LeRue "Skip" Stellfox Lita Epstein
David Lane William Land

Chairman
Vice Chairman Assistant Secretary Assistant Secretary Assistant Secretary

Present and constituting a quorum of the Poinciana West CDD Board were:

Leonard Vento Shirley Bzdewka Bill Brown Joseph Gecewicz

Also present were:

Vice Chairman Assistant Secretary Assistant Secretary Assistant Secretary

George Flint Michael Eckert John Weiss Anthony Iorio Pete Deglomine Residents

District Manager District Counsel Special Counsel Avatar Properties Clarke Environmental

The following is a summary of the discussions and actions taken at the July 9, 2018 Joint Meeting of the Poinciana CDD and the Poinciana West CDD Board of Supervisors.

FIRST ORDER OF BUSINESS
Poinciana CDD

Roll Call

July 9, 2018	Poinciana COD and Poinciana West COD

Mr. Zimbardi called the Poinciana CDD meeting to order. Board Members introduced themselves and a quorum was established.
Poinciana West CDD
Mr. Vento called the Poinciana West CDD meeting to order. Board Members introduced themselves and a quorum was established.

SECOND ORDER OF BUSNESS
The Pledge of Allegiance was recited.

THIRD ORDER OF BUSINESS

Pledge of Allegiance

Public Comment Period on Agenda Items

Mr. Norm Gundel, a resident of 419 Fountain Valley Lane, requested that Poinciana and Poinciana West CDDs not sign the Conflict oflnterest Waiver on today's agenda due to:
Poinciana West CDD being governed by the Funding Agreement.
Being erroneously told that the Districts have no exposure to any  transaction costs, no matter whether or not the transaction occurs.
Poinciana CDD will have to increase resident assessments to pay its debt service, because AV Homes was reimbursing Poinciana for transaction costs. In less than three years, AV Homes could stop paying Poinciana assessments.
The $1.5 million that AV reimbursed under the Funding Agreement will be $1.5 million in unpaid Poinciana assessments. The Funding Agreement gets AV out of paying Poinciana CDD assessments, but AV continues to pay the Poinciana West CDD assessments.
Both Districts signed a Conflict oflnterest Waiver in January 2016, waiving any Conflict of Interest in representing both Poinciana and Poinciana West.
Mr. Shaun Thornton, a resident of 165 Marabella Loop, addressed the Taylor-Morrison acquisition of AV Homes. If Taylor Morrison paid $73.7  million, they  would take over assets and liabilities of AV Homes. Decisions must be made now and if the residents did not make a decision, AV Homes would make the decision for the residents.
Dr. Martin Kessler, a resident of 759 Largo Pass, did not see a conflict in Hopping Green representing the Districts.

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July 9, 2018	Poinciana CDD and Poinciana West CDD

Mr. Anthony Reed, a resident of 217 Torino Lane, and a candidate for Seat 1 on the Poinciana CDD Board, requested that the Districts not sign the waiver due to:
The Attorney having to give the client reasonable time to raise questions and concerns about the document, under Rule 4-1.7 of Professional  Conduct  of Florida Bar. Giving the Board less than 24 hours' notice was unreasonable. In addition, the lawyer must obtain consent from the client verbally and  in writing and the document was not sufficient to allow informed consent.
Once signed, the Conflict of Interest Waiver was a legal document, relieving the attorney of any legal responsibility for decisions that were  not in the best interest of the residents of Solivita.
Mr. Gecewicz recommended signing the waiver due to:
Mr. Eckert providing a valuable service to the Districts and any risk was no different than before the proposed AV/TM deal. If they seek new counsel now, they would have to start over, meaning additional time and money.
The attorney, John Weiss, who had 30 years' experience in law and ethics, recommended that the Districts execute the waiver, as Mr. Eckert followed the letter and spirit of the law.
Taylor Morrison already signing the waiver
Under the current Funding Agreement, AV funds the Districts legal costs, even if the deal fell through.
Mr. Zimbardi agreed with Mr. Gecewicz, to not sit back and wait as suggested by Mr. Gundel, but felt that it was a delayed tactic. Mr. Gundel's suggestion to purchase the amenities sounded great, but Mr. Gundel did not say that there would be a separate payment  over and  above the existing club fee. The District did not own the land and would  have to purchase  it from AV Homes, and have bonds so that the District could build on it. Winning the Class Action Suit was like winning the lottery.
Ms. Epstein opposed signing the Client Disclosure and Consent Waiver and proceeding with the bond validation, due to:
The Board not knowing the risks by signing the waiver.
The District would obligate themselves to two lawyers handling the situation, by signing the waiver, which was costly.

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July 9, 2018	Poinciana CDD and Poinciana West CDD

signing the Client Disclosure and Consent Waiver and finding an attorney to handle Item 4. Ms. Bzdewka agreed.

On MOTION by Mr. Vento, seconded by Ms. Bzdewka, with all in favor, on behalf of the Poinciana West CDD, taking the  Fifth Order of Business out of order, was approved.

On MOTION by Mr. Zimbardi, seconded by Mr. Stellfox, with all in favor, on behalf of the Poinciana CDD, taking the Fifth Order of Business out of order, was approved.

Consideration of Client Disclosure and Consent
Discussion ensued regarding Item 4 of the Client Disclosure and Consent Waiver. Mr. Flint explained that Item 4 would disclose a potential conflict and allow Mr. Eckert to have limited ability to convey the documents and information to the attorney representing the District.
Poinciana CDD

On MOTION by Mr. Stellfox, seconded by Mr. Land, with Mr. Zimbardi, Mr. Lane, Mr. Land and Mr. Stellfox in favor and Ms. Epstein dissenting, on behalf of the Poinciana CDD, the Client Disclosure and Consent Waiver was approved for execution. (Motion Passed 4-1)

Poinciana West CDD

On MOTION by Ms. Bzdewka, seconded by Mr. Brown, with all in favor, on behalf of the Poinciana West CDD, the Client Disclosure and Consent Waiver was approved for execution.

Mr. Weiss left the meeting.
The Board thanked Mr. Weiss for his opinion and Board Members asked the following:
Clarification on Mr. Gundel 's question of the purpose of the Bond Financing Team Funding Agreement between the Poinciana CDD and AV Homes.
Mr. Eckert stated that the agreement related to the cost of the bond financing and assessment process. It protected the District, because if the

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July 9, 2018	Poinciana CDD and Poinciana West CDD

District did not issue bonds, the District was forgiven from any obligation, as the monies advanced were deem paid in lieu of taxes and assessments that the CDD could not have levied.
Was the District giving up their rights?
Mr. Eckert stated that he had an obligation to act on the District's best interest. He was not changing his duties, and  simply  provided  a disclosure. The District must decide whether or not they were comfortable moving forward in the limited capacity described in the waiver.
What was the practicality ofmoving forward on the bond validation matter regarding benefits to the residents?
Mr. Eckert explained that bond validation case was the final judgement from the court saying that bonds could be issued in the future for this project, but did not obligate the Board to issue bonds.
Is it beneficial to the residents because of timing issues, no matter what happens with Taylor Morrison and AV?
Mr. Eckert stated that it gave the flexibility to issue bonds for the project that was under the validation judgement, but did not obligate the District.
Would the costs of the bond validation be less if the opposition goes away?
On the CDD side, the costs were covered under the Financing Team Funding Agreement and AV reimburses the District, but the District had  an obligation when and if it issued bonds to repay AV.
Mr. Vento appreciated Mr. Eckert and his firm for their efforts,  and requested  that there be discussion with Mr. Weiss about what happened if Taylor Morrison built homes on the golf course. Mr. Eckert recommended including this in the agreement, but if another home was developed within the boundaries of the CDD, they must pay debt and operation and maintenance (O&M) assessments.
Mr. Lane believed that the Purchase and Sale Agreement (PSA) was not a priority to Taylor Morrison and the District could be waiting a year until Taylor Morrison decided what to do, and that the Districts needed to engage an attorney to handle Item 4.

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