MINUTES OF MEETING POINCIANA WEST
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Poinciana West Community Development District was held on Wednesday, December 4, 2019 at 9:30 a.m. at Mosaics, 388 Village Drive, Poinciana, Florida.

Present and constituting a quorum were:

Peggy Gregory Roy LaRue Charles W. Case Maneck Master Joseph Clark

Chairman
Vice Chairman Assistant Secretary Assistant Secretary Assistant Secretary

Also present were:

George Flint Michael Eckert Kathy Leo Clayton Smith Tricia Adams Pete Deglomine Residents

District Manager District Counsel District Engineer Field Manager GMS
Clarke Environmental

The following is a summary of the discussions and actions taken at the December 4, 2019 Poinciana West Community Development District's Board of Supervisors Meeting.

FIRST ORDER OF BUSINESS	Roll Call
Mr. Case called the meeting to order and called the roll. A quorum was established.

SECOND ORDER OF BUSNESS
The Pledge of Allegiance was recited.

Pledge of Allegiance

TIDRD ORDER OF BUSINESS
There being none, the next item followed.

Public Comment Period on Agenda Items

FOURTH ORDER OF BUSINESS	Organizational Matters
Acceptance of Resignation of Shirley Bzdewka
Mr. Case announced Ms. Bzdewka resigned from the Board as she moved outside of the District.

On MOTION by Ms. Gregory seconded by Mr. LaRue with all in favor accepting Shirley Bzdewka's resignation effective immediately was approved.

Mr. Case stated appreciated Ms. Bzdewka's service on the Board.

Review of Letters of Interest/Resumes
Mr. Case presented letters of interest from Dr. Maneck Master, Mr. Larry Fair, Mr. Joseph Clark and Ms. Rhonda Difranco. Two seats were open; Ms. Bzdewka's seat and a vacant seat, but there would be an election in November for three seats. However, if the Poinciana West CDD and the Poinciana CDD were merging, and Board Members may have to forfeit their seats. Mr. Eckert requested the Board appoint each seat separately. Mr. Clark, Mr. Fair and Dr. Master addressed the Board and a question and answer session ensued.

Appointments of Individuals to Fulfill the Board Vacancies
Administration of Oaths of Office to Newly Appointed Board Members

On MOTION by Ms. Gregory seconded by Mr. LaRue with all in favor the appointment of Mr. Joseph Clark to fill the Board vacancy m Seat 3 with a term ending November 2020 was approved.

Mr. Flint, a Notary of the State of Florida and duly authorized, administered the Oath of Office to Mr. Clark.
Mr. Case congratulated Mr. Clark and welcomed him to the Board. Regarding Seat 5, Mr.
Case nominated Dr. Master since he had served on a number of Boards.

On MOTION by Mr. Case seconded by Ms. Gregory with all in favor, the appointment of Dr. Maneck Master to fill the Board vacancy m Seat 5 with a term ending November 2020 was approved.

Mr. Flint, a Notary of the State of Florida and duly authorized, administered the Oath of Office to Dr. Master.
Mr. Case congratulated Dr. Master and welcomed him to the Board.
Mr. Flint and Mr. Eckert explained the Sunshine and Public Records  Laws  and procedural matters.

Consideration of Resolution 2020-01 Electing Officers
Mr. LaRue nominated Ms. Gregory as Chair and Mr. Clark seconded the nomination.

On MOTION by Mr. LaRue seconded by Mr. Clark with all in favor Ms. Gregory was elected Chair.

Ms. Gregory nominated Mr. LaRue as Vice Chair and Mr. Clark seconded  the nomination.

On MOTION by Ms. Gregory seconded by Mr. Clark with all in favor Mr. LaRue was elected Vice Chair.

Ms. Gregory nominated Mr. Flint as Secretary and Mr. Clark seconded the nomination.

On MOTION by Ms. Gregory seconded by Mr. Clark with all in favor Mr. Flint was elected Secretary.

Ms. Gregory nominated all remaining Board Members and Jason Showe as Assistant Secretary and Mr. Clark seconded the nomination.

On MOTION by Ms. Gregory seconded by Mr. Clark with all in favor all remaining Board Members and Jason Showe were elected Assistant Secretaries.

Ms. Gregory nominated Ariel Lovera as Treasurer and Mr. Clark seconded the nomination.

On MOTION by Ms. Gregory seconded by Mr. Clark with all in favor Ariel Lovera was elected Treasurer.

Ms. Gregory nominated Teresa Viscarra as Assistant Treasurer and Mr. Clark seconded the nomination.

On MOTION by Ms. Gregory seconded by Mr. Clark with all in favor Teresa Viscarra was elected Assistant Treasurer.

On MOTION by Mr. Case seconded by Mr. Clark with all in favor Resolution 2020-01, Electing Officers was approved.

FIFTH  ORDER OF BUSINESS	Approval of Minutes of the July 17, 2019
and September 18, 2019 Meetings

On MOTION by Mr. Clark seconded by Mr. LaRue with all in favor the Minutes of the July 17, 2019 Meeting as presented were approved.

Mr. Flint provided corrections to the September 18, 2019 meeting minutes.

On MOTION by Mr. Case seconded by Mr. Clark with all in favor the Minutes of the September 18, 2018 Meeting as amended were approved.

The Board thanked Mr. Flint for putting extra effort into the minutes.

SIXTH ORDER OF BUSINESS	Public Hearing
A.	Consideration of Resolution 2020-02 Adopting Amended Rules of Procedure
Ms. Gregory recalled in September there were many revisions to the Rules of Procedure, which were incorporated, but voiced concern about continual revisions and updates and having to spend $1,000 to publish the advertisement plus legal fees. Mr. Eckert stated the rules were revised every three to four years, due to changes in the Statute.

On MOTION by Mr. LaRue seconded by Mr. Clark with all in favor the public hearing was opened.

Mr. Norm Gundel (419 Fountain Valley Lane) supported the amendments to Rule 1.3(3) regarding agenda and meeting materials on Page 11, but suggested not limiting the amount of

information disclosed to the public on the website and the Board and operate under the premise, "Everything you see, we see." Mr. Flint stated there was a list of items the Legislature required for the website. The initial draft stayed within the legal requirements and did not go beyond what was legally required. There were no record access issues as the financials that were in the agenda packages were posted on the website.

On MOTION by Mr. LaRue seconded by Dr. Master with all in favor the public hearing to adopt the amended Rules of Procedure was closed.

On MOTION by Ms. Gregory seconded by Mr. LaRue with all in favor Resolution 2020-02 Adopting Amended Rules of Procedure was adopted.

SEVENTH ORDER OF BUSINESS	Ratification of Agreement with Berger,
Toombs, Elam, Gaines & Frank to Provide Auditing Services for the Fiscal Year 2019
Mr. Flint stated as a Government entity, the District was required to have an annual independent audit performed. The Board went through the Request for Qualifications (RFQ) process, appointed an Audit Committee to evaluate the proposals and selected Berger, Toombs, Elam, Gaines & Frank. Since the new fiscal year started on October 1, 2019 and the Board did not have a meeting, Mr. Flint executed the agreement.

On MOTION by Ms. Gregory seconded by Mr. Clark with all in favor the Agreement with Berger, Toombs, Elam, Gaines & Frank to Provide Auditing Services for the Fiscal Year 2019 in the amount of $3,415 was ratified.

EIGHTH ORDER OF BUSINESS	Discussion of Holding Joint Meeting with
Poinciana CDD
Mr. Flint reported that at their last meeting, the Poinciana CDD Board requested a joint meeting with the Poinciana West CDD to discuss merging the Districts. The next  Poinciana CDD meeting was scheduled for December 18, which provided sufficient time to meet publication requirements. He suggested having the Poinciana West CDD meeting at 9:30 a.m., the joint meeting and then the Poinciana CDD meeting. Since several Board Members were not available on December 18, meeting on January 15th was proposed. Discussion ensued and Ms.

Gregory suggested Mr. Flint's office forward the merger information to the new Board Members and hold the joint meeting on January 15, 2020 at 11:00 a.m. in the ballroom.

On MOTION by Mr. LaRue seconded by Dr. Master with all in favor scheduling a joint meeting between the Poinciana West CDD and Poinciana CDD to discuss the merger on January 15, 2020 at 11:00 a.m. in the Starlite Ballroom, 384 Village Drive, Poinciana, Florida and authorization for the Poinciana West CDD Chair to coordinate Poinciana CDD Chair on the times of the CDD meetings was approved.

NINTH ORDER OF BUSINESS	Staff Reports
Attorney
Mr. Eckert reported the following:
►	The show cause hearing for the second bond validation was scheduled for
February 10th and asked if the Board wanted to make a different settlement offer than was previously made.
Ms. Gregory recalled the original amount was $8,000. Mr. Eckert stated the other party amended their costs to include an additional $8,000 for attending CDD Board meetings and other costs. Mr. Case was not in favor of changing the settlement offer. Ms. Gregory calculated the District spent $10,000 in legal fees and received nothing in return. Mr. LaRue requested this item be tabled until the January meeting so the new Board Members could get up to speed. There was
Board consensus.
►	Explained the Open Meetings Law, whereby meetings must be accessible to the
public. If not, there could be a Sunshine Law violation and any actions taken by the Board at the meeting, would be voided by a court. Anyone attending a COD meeting, which was a public meeting, must be granted access into the community without question. Three times, Mr. Eckert was held at the gate and suggested that a Board Member work with the gate operators to ensure the proper protocol was in place.
Mr. Flint noted Post Orders were in place, but with changes in personnel, these issues occurred, and staff should be reminded. Ms. Gregory suggested speaking to Craig Carmichael of Evergreen, as it was not the Board's job to micromanage Evergreen. Discussion ensued.

►	Provided an update of the legislative session. There was a favorable Commission on Ethics opinion.
►	The Board would be receiving a letter from District Counsel requesting a rate
increase of $40 per hour. The current rate was $350 plus travel expenses.

Engineer
Ms. Leo noted nothing significant to report. As reported earlier, the county was  improving Cypress Parkway and Marigold Avenue. They were still working through some sections and would have a report in January.
Dr. Master questioned the process for moving funds from the builder to the District for maintenance. Ms. Leo confirmed the developer conveyed all ponds to the District except for 19- A and 19-B, but there would be additional ponds next year or the year after.  Mr.  Eckert explained the process. The developer would provide a letter to the District requesting the District's acceptance of specific ponds, the District Engineer would review them to ensure they were in good working order and in accordance with specifications and District Counsel would ensure there were no liens. The District would then accept the conveyance through a deed and negotiate with the developer to provide funds to the District for maintenance. Discussion ensued.

District Manager
Approval of Check Register
Mr. Flint presented the Check Register from September 12, 2019 through November 26,
2019 for the General Fund and Board payroll totaling $75,881.58. The detail was behind the Check Register. Ms. Gregory questioned the following:
►	Why   there  was  a  $5,000  charge  for  assessment   roll  certification?  Mr. Flint
explained it was a one-time per year charge from GMS to maintain the assessment
roll for the District, process all prepayments and certify the assessment roll with the Polk County Tax Collector.
►	Why the District just paid a bill for Ms. Leo from February?  Mr. Flint  believed it
was an invoice  that did  not get processed.  Mr. LaRue requested  an update at the
next meeting.
►	Why  there  was a $7,000  bill from  Egis and  if the insurance  was put out  for bid
like Mr. Flint was supposed to? Mr. Flint explained Egis was the administrator for

the Florida Insurance Alliance, which insured over 300 CDDs, provided the best policy, were the most cost effective and most responsive when there was a claim. The $7,000 included public official's liability insurance, general  liability insurance and property insurance. At Ms. Gregory request, Mr. Flint would
forward a copy of the declaration page to the Board.
►	Why there was a $14 bill for domain? Mr. Flint stated it was an annual cost for
the website domain.
►	Why there was an $833 charge for field management? Mr. Flint indicated this was
Mr. Smith's fee to manage contractors and handle onsite issues.
►	Mr. LaRue questioned Mr. Eckert's travel fees; one for three hours of travel to
Board meeting and disbursements of $403.15 for travel. Mr. Eckert stated he charged for his hotel room and mileage per his contract.
Mr. LaRue requested page numbers on each invoice for reference purposes.

On MOTION by Ms. Gregory seconded by Dr. Master with all in favor the Check Register was approved.

Balance Sheet and Income Statement
Mr. Flint presented the Unaudited Financial Statements through October 31, 2019, the first month of Fiscal Year 2020. Assessment revenue would not be received until late November/December. Actuals were $29,000 against a pro-rated budget of $41,000 for the  month.

On MOTION by Mr. Clark seconded by Dr. Master with all in favor approval of the April Financial Statements, were accepted.

Field Manager
Field Manager's Report
Mr. Smith presented the Field Manager's Report. All aerator systems were installed and operating. Mr. LaRue asked if there would be 500 Bluegill and 500 Sunfish stocked in the ponds. Mr. Smith noted there would be a total of 500 Bluegill and Sunfish, which he would place in the ponds at no charge (installation was at no charge). Mr. Smith will ask Clarke to re-check the oxygen levels in the ponds prior to placing the fish, which was expected towards the end of the

month. Mr. LaRue asked if cold weather would cause oxygen issues. Mr. Flint stated the only issue would be during the transition of the fish from warm to cold water. Mr. Smith spoke to Clarke and now was the opportune time to have the fish stocked. The monthly treatment report from Clarke was provided. They have been treating the ponds since July. There was little to no midge activity.
Mr. LaRue requested an explanation of the chemicals used, what it does and how long the treatment lasts. Ms. Gregory recalled discussion about including an article about midge treatments and procedures in Reflections. Mr. Smith stated there was an article in Reflections about the dry ponds.

Customer Complaint Log
Mr. Smith presented the Customer Complaint Log. Ms. Gregory noted several complaints about algae and trash in the pond off ofLadera Ranch Road. Mr. Smith stated trash was blowing off a new construction site and the builder and landscaper were picking up the trash. Mr. Deglomine from Clarke stated since he treated the Hydrilla, it was burnt down, causing trash to build on top of the water. Mr. Smith stated he would contact Taylor Morrison about the construction site trash.

TENTH ORDER OF BUSINESS	Supervisor's Requests
Ms. Gregory addressed the ongoing billing issues for attorney's fees with the lawsuits, etc. Mr. Case stated he was happy with Mr. Eckert's firm, but Ms. Gregory stated she was concerned about the cost to residents. She stated that what happened with the $1 million paid to Hopping Green because of the amenity fiasco was in the past, but there were ongoing discussions about their travel costs. Since there was now a full Board, Ms. Gregory suggested discussions with the Poinciana CDD about a potential merger and having one attorney, when that merger was complete. In the meantime, they would still represent the Poinciana West CDD. Mr. Eckert did not feel comfortable serving as District Counsel if Board Members did not have confidence in him and suggested the Board terminate his agreement. Ms. Gregory pointed out Mr. Eckert signed a Conflict oflnterest Waiver and the Board had the following options:
Release his firm
Engage Jan Carpenter
Engage another counsel

Discussion ensued and the Board addressed the following opinions:
►	Dr.  Master  stated   if  there  was  a  conflict   of  interest   by   Mr.  Eckert  serving as
Counsel for both Districts for the potential merger, there would be a need for a
different attorney.
►	Mr. Case felt there was no conflict and had ultimate confidence and comfort  with  Mr. Eckert.
►	Mr. Clark preferred the District have their own independent attorney, one that did
not require waivers.
►	Mr. LaRue agreed with engaging new counsel, as he did not want to use Ms.
Carpenter and had no confidence in Mr. Eckert.
►	Ms. Gregory had no issues with Mr. Eckert, but was concerned about his fees. Mr.
Case noted his fees were less than Ms. Carpenter's.
►	Dr. Master voiced concern about the Conflict of Interest. Choosing Ms. Carpenter would not resolve the issue.
A lengthy debate ensued between Mr. Case and Ms. Gregory. Ms. Gregory pointed out that even though Board members differed on their opinions, everyone was entitled to express them. She stated the Board was in this situation because no one spoke up before the last election and felt the Board was looking out for the resident's best interests. Mr. LaRue recalled Mr. Eckert advising the Board not to speak because the Board had an opportunity and responsibility to inform residents what they were doing and why. Ms. Gregory wanted the new Board Members to see the entire picture before voting. Dr. Master appreciated it. Mr. LaRue stated the Board must openly discuss what they are doing, why and where they expect to go.
If the Board wanted to change District Counsel, Mr. Eckert instructed the Board to take
public comments, since this item was not on the agenda and take the following actions:
Terminate the existing contract.
Authorize the Chair or Vice Chair to assign a substitution of counsel in the pending litigation.
Decide on replacement counsel and the process.
Mr. Flint cautioned if the Board terminated Mr. Eckert's agreement, the District was operating without Counsel and suggested the Board authorize staff to provide proposals at the January meeting. Discussion ensued.

Mr. Clark moved to schedule a special meeting on January 7, 2020 at 9:30 a.m., based on the availability of the location to review resumes and interview attorneys to represent the Poinciana West CDD and Mr. LaRue seconded the motion.

Discussion ensued. Ms. Gregory volunteered to research firms. Mr. Eckert stated if the Board directed him not to participate in the meeting, he would not participate.
Discussion ensued and residents addressed the following:
►	Mr. Norm Gundel suggested asking the Poinciana CDD Board to accommodate the District on the meeting date.
►	Ms.  Carol  Ridges  (1764  San  Rafeal  Way)  asked  why  there  was a vote of  no
confidence with the current attorney and if the merger document was public information. Mr. Flint stated he would post the document on the CDD  website. Mr. LaRue stated the reason why the Board had no confidence in Mr. Eckert was because there was no negotiation and felt he represented the developer, not the residents. Mr. Case recalled the Board did not direct Mr. Eckert to negotiate. The Board was advised they could get a better deal, but it has been a year and the Board changed. Mr. LaRue stated Taylor Morrison refused to talk to the Board. Ms. Gregory  directed  the resident  to the website. There was animosity  as Board
Members had certain feelings about the current attorney.
►	Mr.  Gundel,  a former  attorney,  explained  Mr.  Eckert  had  a conflict of interest
because of representing the CDD Board and was former Counsel for Poinciana CDD. For him to participate in the merger, would require a Conflict of Interest Waiver from  both Boards.  Mr.  Gundel  felt the only  option  was for the Board to
choose outside counsel, so there would be no conflict of interest.
►	A Resident  asked  why  the District  had  to pay  for  a hotel  for Mr.  Eckert.  Mr.
Eckert stated the District had meetings early in the morning.  Mr. Gregory recalled
the Board talked about Mr. Eckert attending by video conference.
►	A Resident asked how often the Board met. Mr. Flint stated the District met six times per year. The Poinciana CDD advertises monthly meetings and cancels
them if there is no business.

►		Ms. Ridges questioned whether all meetings were open to the public. Mr. Flint confirmed all meetings and documentation were public.
►	Mr.   Tom   Paul   (Del   Prado   Drive)   asked   if   Mr.   Eckert   represented   Taylor
Morrison.  Mr. Eckert  confirmed  he never  represented  Taylor  Morrison  or AV
Homes.
►	A Resident questioned why the website was not up to date. Mr. Flint stated Ms.
Bzdewka was still on the website because her resignation was not accepted by the Board, there were two vacant seats, which were just filled and the minutes for the past two meetings were not included because they were not approved until today. Evergreen was supposed to send out emails to residents. Resident Trudy Robertson stated a notice was sent out by Solivita on November  29th·   A Resident requested a map be uploaded to the website. Mr. Flint noted he was the public records custodian and residents could request documents from his office. There was a minimal charge for hard copies. If a document did not  exist, the District was not required to produce one.
Mr. Clark requested Mr. Eckert call into the January 7, 2020 meeting.

On VOICE VOTE with Ms. Gregory, Dr. Master, Mr. Clark and Mr. LaRue in favor and Mr. Case dissenting, scheduling a special meeting on January 7, 2020 at 9:30 a.m., based on the availability of the location to review resumes and interview attorneys to represent the Poinciana West CDD was approved (Motion Passed 4-1).

ELEVENTH ORDER OF BUSINESS	General Audience Comments
There were no additional audience comments.

TWELFTH ORDER OF BUSINESS
There being none, the next item followed.

TIDRTEENTH ORDER OF BUSINESS

Other Business

Next Meeting Date - January 15, 2020

Mr. Case announced that the next meeting was on January 15, 2020 at 9:30 a.m. Ms.
Gregory appreciated residents attending the meeting and having a full Board.

FOURTEENTH ORDER OF BUSINESS	Adjournment

On MOTION by Mr. Clark seconded by Dr. Master  with all  in favor the meeting was adjourned.

SecretaryIAssistant Secretary