POINCIANA COMMUNITY DEVELOPMENT DISTRICT VS. THE …

POINCIANA COMMUNITY DEVELOPMENTDISTRICT

VS.

THE STATE OF FLORIDA

Deposition

KEVIN MULSHINE

06/28/2017

_______________________________________________________________________

AB Court Reporting & Video 216 16th Street, Suite 600Denver Colorado, 80202

303-296-0017

AB Court Reporting & Video

KEVIN MULSHINE 6/28/2017 1

IN THE CIRCUIT COURT OF THE TENTH JUDICIAL CIRCUIT OF FLORIDA IN AND FOR THE POLK COUNTY, FLORIDA CIVIL DIVISION

Case No. 2016-CA-004023 ____________________________________________________

DEPOSITION OF KEVIN MULSHINE June 28, 2017 ____________________________________________________

POINCIANA COMMUNITY DEVELOPMENT DISTRICT and POINCIANA WEST COMMUNITY DEVELOPMENT DISTRICT,

Plaintiffs,

vs.

THE STATE OF FLORIDA, et al.,

Defendants.

____________________________________________________

APPEARANCES:

HOPPING GREEN & SAMS By Michael A. Alao, Esq. Doug Smith, Esq. 119 S. Monroe Street, Suite 300 Tallahassee, Florida 32301 877.222.7598 [email protected] [email protected] Appearing via videoconference and teleconference on behalf of Plaintiffs

BUSH ROSS, PA By J. Carter Andersen, Esq. Harold Holder, Esq. 1801 N. Highland Avenue Tampa, Florida 33602 813.224.9255 [email protected] [email protected] Appearing via videoconference and teleconference on behalf of William Mann and Brenda Taylor



APPEARANCES CONTINUED: 2

3 ENGLANDER & FISCHER By John Waechter, Esq.

4 721 First Avenue North St. Petersburg, Florida 33701

5 727.898.7210 [email protected]

6 Appearing via videoconference on behalf of Kevin Mulshine

7

8

9 STATE OF FLORIDA By Victoria Avalon, Esq.

10 PO Box 9000 Bartow, Florida 33831

11 863.534.4819 [email protected]

12 Appearing via teleconference on behalf of State of Florida

13

14

15

16

17

18

19

20

21

22

23

24

25



1 Pursuant to Notice and the Florida Rules of

2 Civil Procedure, the deposition of KEVIN MULSHINE,

3 called by Defendant, was taken on Wednesday, June 28,

4 2017, commencing at 1:12 p.m., at 4450 Arapahoe

5 Avenue, Suite 100, Boulder, Colorado, before Barbara

6 J. Castillo, Registered Merit Reporter, Certified

7 Realtime Reporter and Notary Public within and for

8 the State of Colorado.

9

10 I N D E X

11 DEPOSITION OF KEVIN MULSHINE

12 EXAMINATION PAGE

13 BY MR. ANDERSEN 5 BY MR. ALAO 190

14 BY MR. ANDERSEN 202 BY MR. ALAO 209

15 BY MR. WAECHTER 210

16

17

EXHIBIT DESCRIPTION INITIAL 18 REFERENCE

19

Exhibit 153 Compilation of emails 51 20








1 I N D E X (Continued)

2 Exhibit 159 Compilation of emails 170

3 Exhibit 160 Compilation of bond sizings 177



6

7

PRODUCTION REQUEST(S): 8

Lennar districts that FMS was the 95 9 underwriter on transactions

10 Text messages 138

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25



1 P R O C E E D I N G S

2 KEVIN MULSHINE,

3 being first duly sworn in the above cause, was

4 examined and testified as follows:

5 EXAMINATION

6 BY MR. ANDERSEN:

7 Q Mr. Mulshine, will you just give us your

8 full name for the record, please.

9 A Kevin Patrick Mulshine.

10 Q And can you tell us your place of

11 employment.

12 A I'm a partner of MBS Capital Markets, LLC.

13 Q And thank you. Can you tell us your work

14 address?

15 A My what address?

16 Q Your business address?

17 A 8583 Strawberry Lane, Longmont, Colorado

18 80503.

19 Q Please tell us what you do with MBS

20 Capital Markets.

21 A With MBS Capital Markets I'm a partner

22 focused on investment banking to local governments

23 with particular focus on community development

24 districts.

25 Q And how long have you been doing that?



1 A As a career for about 30 years. MBS was

2 founded in 2011.

3 Q And were you one of the founding partners?

4 A Correct.

5 Q And do you continue to be a partner today?

6 A Correct.

7 Q You use the acronym MBS. Is that what

8 most people refer to the company as?

9 A That's one acronym people use, yes.

10 Q Is it fair for me to use that today during

11 this deposition?

12 A That's fine.

13 Q Okay. Thank you again for being here.

14 Are you actually physically sitting somewhere in

15 Colorado?

16 A Yes. I'm sitting in the -- I'm sitting in

17 an office with Barbara in Boulder, Colorado.

18 Q Okay. And Barbara is the court reporter?

19 A Correct.

20 Q And did you receive a subpoena in this

21 lawsuit to give the testimony that you're giving

22 today?

23 A I received an original subpoena and then

24 John Waechter can speak to it. I received an

25 original one but then some dates were changed and so



1 I'm here today at the request.

2 Q And Mr. Waechter is the gentleman sitting

3 to my left, who is your attorney here today?

4 A Correct.

5 Q And you also provided documents in

6 response to the subpoena. Do you recall that?

7 A Correct.

8 Q And did you direct that production of

9 documents?

10 A I requested my compliance officer to put

11 the documents together and send them over.

12 Q Okay. And the documents that your

13 compliance officer sent over, was that what you would

14 consider to be your complete file with respect to the

15 -- the matters that are at issue in this lawsuit?

16 A Correct.

17 Q And when you say your compliance officer,

18 is that the compliance officer for the company MBS?

19 A Correct.

20 Q And so did you have a chance to look at

21 any of the documents that were sent to us and

22 produced in response to the subpoena?

23 A I looked at the fact that it was very

24 voluminous, but I did not go through each thing they

25 provided because the file was too thick.



1 Q Okay. And did you receive the file

2 electronically like we did on our end?

3 A I have access to it electronically.

4 Q Okay. And did you have -- do you have --

5 any parts of that file did you receive in a printed

6 form?

7 A Not to my knowledge.

8 Q Okay. So between the time you got the

9 subpoena -- I'm not trying on ask a trick question.

10 But from the time you got the subpoena to today did

11 anyone print off any portion of that responsive

12 document collection and give you hard copies?

13 A No. They just tried to give me access

14 through a secure Dropbox.

15 Q Okay. And was that someone other than

16 your lawyer who gave you that access?

17 A It would be the people in my compliance

18 office.

19 Q Okay. And so did you have an opportunity

20 to go to that Dropbox and actually look at any of the

21 things in there?

22 A I filtered through just real quick just to

23 make sure that it was picking up things that I

24 thought obviously should be in there, but I didn't

25 review all the documents in there by any means. I



1 tried to get --

2 Q And were you able --

3 A I directed an all encompassing search for

4 everything to be -- for everything to be put in

5 there.

6 Q Okay. Thank you. And did you conclude

7 and confirm that that all encompassing search had

8 taken place and that the things that you expected to

9 be in there were in there?

10 A I can conclude that the search had taken

11 place and I reviewed the file and I was satisfied

12 that to my knowledge everything I expected to be in

13 there was in there.

14 Q Okay. Thank you. And then so have you

15 been a witness before in a deposition?

16 A Maybe 20 years ago.

17 Q Okay. Is there any reason -- do you have

18 any health issues or anything that prevents you from

19 testifying honestly and accurately here today?

20 A No.

21 Q Okay. And so I just want to make sure

22 that the documents that were produced are what you

23 would have in your files with respect to a matter

24 such as this.

25 A Uh-huh.



1 Q Are they?

2 A Can you rephrase the question?

3 Q Okay. So let me ask it this way. The

4 electronic file that you kind of reviewed -- you

5 didn't look at each one but you reviewed it generally

6 to confirm that it's what you expected it to be.

7 A Uh-huh.

8 Q Is that typical of what you would find in

9 a regular file for a transaction such as this that

10 you would work on as you provide services to

11 community development districts?

12 A I would say it's more exhaustive.

13 Q And do you mean that it's a voluminous

14 file as opposed to a small file?

15 A No. It's just that from a regulatory

16 standpoint we are required to maintain documents for

17 various periods of time for transactions in

18 accordance with regulatory requirements. So when we

19 build files we'll build a file, but when I ask the

20 firm to give us anything that was related to this or

21 even had anything similar to it, I just think the

22 file that was sent over I just want to make sure

23 encompassed anything. Put it this way, it's a bigger

24 file than any other file I have.

25 Q Okay. So this is a bigger file than -- do



1 you have a separate file for this matter that you

2 would describe as your regulatory file?

3 A Not yet because we haven't closed the

4 transaction.

5 Q Okay. And so what I think I hear you

6 saying is we received, to the best of your knowledge,

7 everything in your file, not just things that would

8 be required to be in a regulatory file?

9 A Correct.

10 Q Okay. And do you have a partner named

11 Rhonda Mossing?

12 A Yes.

13 Q And did she work on this transaction with

14 you?

15 A She supported on me on this transaction.

16 I'm the lead on the transaction but she's worked on

17 it.

18 Q And I noticed in the production of

19 documents that you provided all documents for MBS,

20 which included documents that appear to be from

21 Rhonda Mossing; is that correct?

22 A Correct.

23 Q And so in the files that were produced

24 electronically there appear to be, for example, an

25 email file that was related to Kevin Mulshine and an



1 email file that was related to Rhonda Mossing. Those

2 were just two of the files. Do you recall those two?

3 A I don't recall which files they were, but

4 I do recall making sure that we included all emails

5 from either Rhonda or myself or anybody in the firm

6 for that matter.

7 Q Okay. And so is it -- are the documents

8 that you produced, and particularly the stack of

9 documents that's sitting in front of you that's

10 marked Exhibits 153 through 162, are they records

11 that are kept in the regular course of your business?

12 A I haven't looked at what your exhibits

13 are, so I have no idea.

14 Q Okay. Well, let me just limit my question

15 to the documents that you produced on the electronic

16 file in response to our subpoena. Are those records

17 that are kept in the regular course of your business?

18 A Can you explain? When you say kept, for

19 how long? When you said keep, as I say, we have

20 regulatory files. We have some other files. But we

21 don't keep every piece of data. A lot of this data I

22 would not keep because it's irrelevant to the

23 regulatory file and becomes irrelevant to the deal.

24 Q Okay. And what parts are -- become

25 irrelevant?



1 A Well, are you asking me a hypothetical

2 what would become irrelevant on a particular

3 transaction?

4 Q For those documents that you produced.

5 A For this transaction?

6 Q Yes.

7 A If you're talking about this specific

8 transaction, six years from now, a distribution list,

9 for instance, would be irrelevant, and that's just an

10 example. Or the third draft of a 17 draft

11 distribution list would be irrelevant.

12 Q Okay. Is it a regular practice in your

13 business to exchange the documents that you've given

14 to us with the distribution list that you just

15 described?

16 A Is it normal for us to do what?

17 Q To exchange the documents that you

18 produced in this case to the distribution list, to

19 the people that received those documents in the

20 course of transaction?

21 A Well, I'm kind of confused by the wording

22 of that. But sometimes we will have a document that

23 we will just send out to the distribution list. For

24 instance, if this became a bond issue we'd send a

25 pricing list to the full distribution list, but we



1 don't send everything to the full distribution list.

2 Q Okay. All right. Well, I was trying to

3 create a couple of shortcuts with respect to the

4 documents that I have marked in front of you.

5 A Sure.

6 Q And with respect to the documents that you

7 produced to understand whether you keep those

8 documents during the course of your business and

9 whether it's a regular practice in your business to

10 have documents like that and to store them

11 electronically and to keep them. But if we can't do

12 it kind of whole I can do it with respect to

13 individual documents. Can you speak to those as a

14 whole?

15 A You asked me to produce documents and we

16 produced everything that was in accordance with this

17 transaction. We did that because we have to save

18 every email that goes through our firm. That's a

19 regulatory requirement of ours. So anything that was

20 produced or sent was subject to the -- what we tried

21 to gather for you.

22 Q And so tell me about that regulatory

23 requirement to save every email and the attachments

24 to those emails.

25 A Can I ask for my counsel to help me with



1 that one?

2 THE WITNESS: John?

3 MR. WAECHTER: Yeah. If you want me to

4 answer the question, I mean, I think there may be

5 some confusion here about, you know, you're asking

6 what he keeps in the ordinary course of business.

7 He's thinking that's a record retention requirement.

8 I'm not sure that's what you're driving at. I think

9 maybe what you're asking is are these produced in the

10 ordinary course of business and maintained in the

11 ordinary course of business. Do I understand you

12 correctly?

13 MR. ANDERSEN: Yes.

14 MR. WAECHTER: And it's not a question of

15 how many years do you have to keep it. You're using

16 the word keep and I think he's expecting that to mean

17 how many years or what are the regulatory

18 requirements for record retention. I think that may

19 be different than what you're asking, which may be

20 more along the lines of are these produced in the

21 ordinary course of business. Do I understand that

22 correctly?

23 MR. ANDERSEN: Yes. And maintained in the

24 ordinary course of business.

25 MR. WAECHTER: Maybe you can phrase the



1 question that way.

2 Q (BY MR. ANDERSEN) Are the documents that

3 you produced in this case things that you produced in

4 the ordinary course of your business and that you

5 have maintained with respect to this transaction in

6 the ordinary course of your business?

7 A Correct. Yes.

8 Q Okay. And is that a regular practice of

9 your business to do that with each -- with respect to

10 each transaction?

11 A Yes. It's good practice.

12 Q Okay. And then is it your understanding

13 that the -- each person who created a document and

14 attached it to an email and sent it to you or anyone

15 in your firm, MBS, who created a document, attached

16 it onto an email and sent it out from your firm was a

17 person who had knowledge of the subject matter and

18 the information that are in the documents that they

19 were sending?

20 A I think that would be too broad. For

21 instance, if I have an assistant send a file out for

22 me and I say -- if I call somebody from an airport

23 and say, will you email out the distribution list to

24 the distribution team, I might ask a secretary to do

25 it. She doesn't have knowledge of the deal, but it's



1 -- was captured in your -- in what we -- in what we

2 got for you.

3 Q Okay. Did you have -- with respect to the

4 documents that you produced in this case, did you

5 ever receive a document or send a document that you

6 thought was kind of irregular or out of the usual

7 course or was not something that kind of fit with the

8 way you transact these type of transactions?

9 A Nothing comes to mind.

10 Q And so pursuant to that regulatory

11 requirement that you described earlier, is it true

12 that you do keep -- your company does keep and

13 maintain all the emails that you receive or that your

14 company receives with respect to any given

15 transaction?

16 A I can say this. We have a retention

17 requirement. I couldn't give you -- I couldn't

18 recite the particulars of that.

19 Q Okay.

20 A But we do have to maintain and every email

21 is maintained.

22 Q And all the -- and all the attachments to

23 those emails?

24 A Correct.

25 Q And with respect to this transaction



1 because it hasn't been completed yet, is it accurate

2 to say that there are no emails that have been

3 discarded or that are not continuing to be maintained

4 at this point?

5 A That would be a correct statement.

6 Q Okay. And so can you tell me who is it

7 that you or that MBS represents in this transaction?

8 A We have -- MBS serves as an investment

9 banker hired by the Poinciana and Poinciana West

10 Community Development Districts.

11 Q And what is your role in the transaction?

12 A Well, if you have -- somewhere in here you

13 have your investment banking agreement, but it's to

14 help them structure their bond issues, try to get

15 ratings on bond issues, and ultimately we provide the

16 capital that purchases the bonds from the district

17 for sale via public offerings.

18 Q Okay. And are you familiar with a company

19 called Environmental Financial Group?

20 A I know them, yes.

21 Q And who are they?

22 A Well, I met two of their representatives

23 and they provide valuation and feasibility services

24 to local governments that have cash flow operation

25 facilities or enterprise funds.



1 MR. ANDERSEN: And could I ask the court

2 reporter to read back that answer.

3 (Last answer was read.)

4 Q (BY MR. ANDERSEN) And who are those two

5 representatives?

6 A Scott Harder and Howard Osterman.

7 Q How long have you known Mr. Harder?

8 A I may have met Mr. Harder about 25 years

9 ago, but -- I may have met him 25 years ago a few

10 times, but I probably haven't seen him for about 10

11 or 15 years until this transaction.

12 Q Okay. Have you ever worked on a

13 transaction before with Mr. Harder?

14 A I believe I have. I couldn't even tell

15 you which one it was.

16 Q Do you know, was it an amenities

17 facilities transaction?

18 A I honestly couldn't even tell you what it

19 was.

20 Q Was it in the state of Florida?

21 A It was either in the state of Florida or

22 it was in the state of California. It was one of the

23 two.

24 Q Okay. And is it -- how long ago was that

25 transaction where you worked together?



1 A I'm guessing 10 or 15 years -- I'm totally

2 guessing 10 or 15 years ago.

3 Q Okay. And then when were you reacquainted

4 with him with respect to this transaction?

5 A Right about the time I got hired by the

6 district.

7 Q March of 2016?

8 A I don't know the date that he got hired by

9 the district but it was right before they hired by

10 the district.

11 Q Was it in conjunction with a meeting of

12 the districts that you met him --

13 A Correct.

14 Q -- or that you became reacquainted with

15 him?

16 A Yes.

17 Q Okay. And how about Mr. Osterman, how

18 long have you known him?

19 A I've known Howard for maybe since about

20 1989.

21 Q And in what context did you meet

22 Mr. Osterman?

23 A I was working as an underwriter and he was

24 a valuation consultant for something called the

25 Seacoast Utility Authority.



1 Q And where is that located?

2 A Palm Beach Gardens, Florida.

3 Q And how long have you worked on

4 transactions with Mr. Osterman?

5 A Well, I've worked on 2 billion of utility

6 acquisitions over my 30 years and probably 500

7 million of them Howard has had some involvement with

8 it before he had involvement with EFG.

9 Q Okay. Did you say $2 billion of utility

10 acquisitions?

11 A Yes.

12 Q And you said that Mr. Osterman was

13 involved with approximately 500 million of that?

14 A I'd say roughly a quarter. That's a

15 ballpark guess.

16 Q And how long has Mr. Osterman been

17 affiliated with EFG?

18 A I would not know the answer to that.

19 Q Okay. To your knowledge, how long have

20 you known him to be affiliated with EFG?

21 A Since right before they got hired by the

22 district.

23 Q Okay. Was it your understanding that he

24 was new with EFG at that time?

25 A It was my under- -- Howard is in his 80s.



1 It was my understanding originally he had retired

2 and -- but when I found out he wasn't retired, that's

3 when I found out he was working with EFG. Exactly

4 when I found that out I really couldn't tell you.

5 And I apologize.

6 Q Who was he with --

7 A Let me just clarify one thing. You did

8 ask about health issues. I do have -- as somebody

9 who has had very heavy chemo in my past I do have

10 issues trying to remember things three years ago or

11 conversations like that, so . . .

12 Q Okay. Is that affecting you today in any

13 way that's different than any other day in your

14 business life?

15 A No. It just affects my long-term memory

16 at times. That's all.

17 Q Okay. Thank you for clarifying that. Do

18 you know who Mr. Osterman was with prior to joining

19 EFG?

20 A You know, I can answer the beginning of

21 his career. I can't answer the middle because I

22 haven't worked with him for about ten years before we

23 did -- we did the -- we worked together on Poinciana.

24 When I originally worked for him he was working with

25 something called DUS Utilities.



1 Q Okay. And do you know what Mr. Osterman's

2 role is with EFG, role with the company?

3 A It's my understanding that he provides

4 strategy to Scott in trying to facilitate an

5 acquisition.

6 Q Do you know whether he's a partner with

7 the company?

8 A I do not know that.

9 Q Do you know how he's compensated with

10 respect to this transaction?

11 A I have no -- I do not know.

12 Q Okay. And do you know what Mr. Scott

13 Harder's role is with EFG?

14 A I honestly can't comment on their roles at

15 their firm.

16 Q Okay. Do you know whether he's a partner

17 in the firm or an owner?

18 A That would be an assumption, but I don't

19 have anything that says he's the owner, you know.

20 Q So you assume that he is but you don't

21 know it?

22 A Yeah. I can't confirm that.

23 Q Okay. But is that an assumption that

24 you've made in the past that Mr. Harder is the owner

25 of EFG?



1 A It's not really an assumption that I've

2 needed to make. So he was the representative for EFG

3 trying to work on this transaction. It's an

4 assumption I would make, but it's not an assumption

5 that I have to make.

6 Q Do you know how many employees the company

7 has, EFG?

8 A No, I do not.

9 Q Okay. Can you tell me what their role was

10 on this transaction that's at issue in this lawsuit?

11 A You're saying what's their role -- what's

12 their role for the district or what's their role in

13 this lawsuit? Because, you know . . .

14 Q What was their role for the district in

15 the transaction?

16 A Their role for the district was to help

17 develop a feasibility for the acquisition of the

18 system. I believe their role was to assist in

19 negotiating the purchase of the system and

20 determining the final price of the system.

21 Q And what are you referring to as the

22 system?

23 A The club plan.

24 Q Do you know how the districts were

25 introduced to EFG?



1 A I don't know exactly. I know the manager

2 wanted to get some RFPs and the manager sought out

3 some RFPs. That's Gary Moyer's role.

4 Q Gary Moyer is the district manager?

5 A Correct.

6 Q And did you introduce EFG to the

7 districts?

8 A As I say, you'd have to really go into --

9 that's the district manager with their RFP process.

10 Honestly, I don't know exactly how EFG ended up

11 submitting an application.

12 Q Okay.

13 A I believe -- according to the district

14 manager I believe there were three or four firms that

15 submitted applications.

16 Q Okay. And when you say that their role

17 was to help develop a feasibility, what does that

18 mean?

19 A It means when a district sets forth

20 financial objectives for the operation of a system,

21 they have to set up the formulas and the purchase

22 price and the projects to make sure that the

23 objectives of the district are achieved.

24 Q And it's your understanding that the

25 district hired EFG to do that in this case?



1 A That's my understanding. Although I don't

2 have EFG's contract. It's probably in my file

3 somewhere if they sent it to me, but I would assume

4 that was their -- what they're there for.

5 Q Am I correct that your firm would be

6 prohibited from providing to the district the

7 services that EFG provided with respect to this

8 transaction because of its role -- your firm's role

9 as the underwriter?

10 A I'd probably want to consult with my

11 attorney before asking a question on what our

12 regulatory responsibilities are. It's not something

13 that we considered.

14 Q Okay. Has your firm ever served as a

15 valuation or feasibility consultant on a transaction

16 where you were also serving as the underwriter?


18 Q Is that something that would be prohibited

19 based upon your practice or your understanding of

20 requirements governing your business?

21 A I honestly, as we sit here today, couldn't

22 speak to what FINRA or the SEC requirements are on

23 that.

24 Q But it's something you've never done?

25 A No.



1 Q That was a backwards question. I should

2 ask it a different way. Have you ever provided

3 valuation or feasibility services on a transaction in

4 which your company was the underwriter?


6 Q Do you have an understanding that the firm

7 Fishkind & Associates also had a role in this

8 transaction or has a role in this transaction?

9 A Yes, but it would be hard for me to

10 clarify exactly what their role is.

11 Q Okay. Are you familiar with the -- the

12 role of an assessment methodology consultant?

13 A Correct.

14 Q Is that how you would describe their role

15 in this case?

16 A That's how I would describe their role

17 that I'm aware of. As I say, I don't have their

18 contract as well to know all the services they're

19 providing to the district. They provide a broad

20 array of services to various districts, but I believe

21 in this one the context we dealt with them in is in

22 the setting of the assessments.

23 Q And do you know how it is that the

24 districts came to work with Fishkind & Associates as

25 their assessment methodology consultant?



1 A I could not elaborate on that. I do not

2 know.

3 Q Okay. Do you know -- do you have

4 relationships with any professionals at Fishkind &

5 Associates?

6 A You know, we've dealt with them. To be

7 clear, our firm and our partners and over the history

8 have -- and our predecessor firms have underwritten

9 about 70 percent of the CD bonds in the state, so

10 we've worked with everybody. But the relationship

11 with Fishkind is probably more -- is not -- we don't

12 have any kind of a close relationship. In fact, to

13 be disclosed, Rhonda Mossing's husband, Darin

14 Mossing, is the owner of -- is a major partner in GMS

15 Governmental Services -- GMS Governmental Management

16 Services which is the largest competitor of

17 Fishkind's business, so . . .

18 Q And when you say 70 percent of the CD

19 bonds in the state of Florida, can you quantify that

20 in terms of kind of numbers of deals and dollar

21 volumes generally.

22 A Well, since the 1980s there have been

23 somewhere around -- in the neighborhood of 15

24 million. That's a ballpark figure -- 15 billion

25 issued. And the firm I worked at before this, Prager



1 Sealy, and -- between that and our new firm we've

2 underwritten roughly $11 billion.

3 Q Do you know -- can you roughly estimate

4 the number of transactions that you've done in

5 Florida.

6 A I couldn't even ballpark it.

7 Q Okay. Were those numbers, 15 billion

8 and 11 billion, were those Florida numbers, Florida

9 specific?

10 A Yes.

11 Q And I think you mentioned a company Prager

12 Sealy. And is it accurate to say that the -- what is

13 MBS Capital Markets, LLC today was previously --

14 could be fairly described as the entire land secured

15 finance group of Prager Sealy and Company, LLC?

16 A I would say a number of professionals from

17 Prager Sealy left and formed MBS Capital Markets.

18 MBS Capital Markets, the founding partners were only

19 Ed Bulleit and myself. It was only two people. We

20 hired more people. Some of them came from Prager

21 Sealy. Some of them came from other firms.

22 Q Okay. And was that in 2011 that that

23 occurred?

24 A If you have it there -- that sounds about

25 right, but I thought we started in 2010. It could



1 have been in 2011.

2 Q And so are you familiar with Hank

3 Fishkind, the principal owner of Fishkind &

4 Associates?

5 A I'm familiar with him. I'm familiar with

6 his work.

7 Q Okay. How long have you known him?

8 A I've probably known his name for 25,

9 30 years, but it would be generous if I said I've

10 seen him ten times in my life.

11 Q How about Kevin Plenzler? How long have

12 you known him?

13 A Since we started on this transaction.

14 Q You had never work with him before?

15 A I don't have a recollection of working

16 with him before. If there's a distribution list on

17 some other deal where he was providing some kind of a

18 service he could have been helping put together

19 methodology for Fishkind on another transaction that

20 I worked on, but I just don't remember working with

21 him prior to this transaction.

22 Q Okay. Has your firm ever provided

23 assessment methodology consulting services to a

24 district?




1 Q Is it accurate to say that based upon your

2 role as underwriter, that your firm would not provide

3 assessment methodology consulting services in the

4 same -- in the same transaction that you're serving

5 as the underwriter?

6 A I would say that our firm would not be --

7 would not serve as the assessment -- as the

8 assessment consultant who sets the assessments.

9 Q Okay. Is it -- are you making a

10 distinction there in your answer from the question

11 that I asked?

12 A Well, because -- and I'm trying to read

13 back your question in my mind but it was about

14 providing services. We support the methodology

15 consultant because the methodology consultant will

16 ask us what a projected interest rate might be or

17 what projected debt service might be so they can run

18 their numbers and figure out what an annual

19 assessment cap should be. So we provide support to

20 it, but we're not the author and we never testify in

21 that role, to my knowledge.

22 Q So with respect to the -- this transaction

23 and the system that you described as the club plan,

24 can you describe what you understand this transaction

25 is accomplishing.



1 A The plan -- the -- what this system is

2 accomplishing is an acquisition by the two districts

3 of all of the club plan assets and thus also the

4 revenue that goes along with it.

5 Q What do you mean by "and thus also the

6 revenue that goes along with it"?

7 A The club fees and O&M charges.

8 Q And what do you mean when you say the club

9 plan assets?

10 A The assets that are operated by the club.

11 I know there's a couple of exclusions, the golf

12 course, et cetera, but generally the club assets. I

13 also know we were asked within the context of that to

14 finance 11 to $12 million of new facilities for the

15 district.

16 Q Okay. And that financing of new

17 facilities, that's -- is that -- that's not part of

18 the asset sale and purchase agreement that is being

19 sold by the club owner to the districts, is it?

20 A I'm not the one to answer that, whether

21 it's improvements upon the land that's coming over.

22 I don't know. That's really outside my field. I

23 just know that the bond people were asked to size it

24 so we can provide 11 to $12 million in construction

25 funds for new facilities as determined by the



1 district.

2 Q And is that 11 to 12 million going to be

3 put in a construction fund under the bond indenture?

4 A That's the anticipation.

5 Q Is there anything that might alter that

6 anticipation that you're aware of in this

7 transaction?

8 A No.

9 Q So when you refer to the club plan assets

10 -- and I understand you qualified that with some

11 property as being excluded and not sold to the

12 districts, but is there anything other than real

13 property and improvements that you're referring to

14 there?

15 A Well, you're starting to get into an area

16 that is not my expertise, which is the whole issue of

17 being able to terminate the club fees in lieu of a

18 new assessment that will be replacing those, which

19 would be --

20 Q Well, your first answer kind of divided

21 it. You had acquisition of all the club plan assets

22 and then you said and the revenue --

23 A Right.

24 Q -- that's associated with those.

25 A Right.



1 Q And what I'm trying to drill down on is

2 what are the assets that it's your understanding that

3 the districts are going to receive? Is it anything

4 other than real property and improvements?

5 A Honestly, I'd have to look. If you want

6 me to look in the PSA I'll look if it, but, you know,

7 I couldn't answer that question right now.

8 Q The asset sale purchase agreement?

9 A Correct.

10 Q Okay. And you mentioned the termination

11 of the club plan. Could you explain that.

12 A It is my understanding that what we've

13 been asked by the district is to -- is to underwrite

14 bonds that will be secured by annual assessments that

15 will be lower than what is currently charged to the

16 residents in accordance with the club plan and the

17 deed restrictions that go with it.

18 Q And what is your understanding of what

19 happens to the club plan at the consummation of the

20 transaction that's being financed?

21 A Honestly, that's a question for district

22 counsel.

23 Q Well, is it your understanding that the

24 club plan is terminating and will no longer exist?

25 A It's my understanding that the district



1 will be assessing the residents in lieu of charging a

2 club plan. Whether that means legally that a club

3 plan is terminated is not for me to decide.

4 Q So you don't know whether the club plan is

5 being terminated?

6 A No, I do not.

7 Q Do you have an understanding of what the

8 purchase price is going to be under the asset sale

9 and purchase agreement?

10 A I have a general ballpark figure, but it

11 was subject to so many adjustments -- and the last

12 time I worked on this transaction was nine months

13 ago, so it really is getting -- I can speak in

14 general numbers, but I really couldn't get into exact

15 numbers unless, you know, you have them. But they're

16 in the PSA, I believe.

17 Q Is the number -- go ahead. I'm sorry.

18 A No. Whatever you have in the PSA I'm sure

19 is the number.

20 Q Yeah. I was going to ask if the

21 number $73.7 million dollars, which is the purchase

22 price as defined in the asset sale and purchase

23 agreement and in the October 2016 EFG report, if you

24 recall that that that's the purchase price for the

25 asset acquisition.



1 A If you say it's in the PSA I'll take your

2 word for it that that's the number. I just remember

3 the PSA was subject to a lot of adjustments, so I

4 didn't lock down a number.

5 Q Okay. Have you or anyone at your firm

6 attempted to estimate whether that purchase price is

7 -- represents fair value for the assets being

8 acquired by the districts?

9 A No.

10 Q Do you or anybody at your firm have an

11 opinion as to what the fair value is for the assets

12 that are being acquired by the districts?

13 A No. My only opinion is that it's positive

14 for the district because everybody's rates are going

15 to go down, they're going to be capped and they're

16 getting a lot more facilities for the same price.

17 Q Do you know whose idea it was for -- well,

18 do you know who the seller is of the assets that are

19 being sold to the districts?

20 A I'd imagine it's an AV related entity. I

21 don't know if it's AV itself or a sub or something

22 like that, but it's some entity that I'm sure is

23 under the control of AV Homes.

24 Q If I suggested that it might be Avatar

25 Properties, Inc., are you familiar with that company?



1 A Yes.

2 Q Okay. Do you believe that's the current

3 club owner under the club plan?

4 A If that's -- it was in the PSA. As I say,

5 I've seen different things with different things with

6 AV entities. Like with my builder, they have various

7 names for things. I have not separately checked to

8 see what the title is on every asset.

9 MR. ANDERSEN: Okay. And I'm going to ask

10 the court reporter could you go back a few answers

11 back where Mr. Mulshine started with, My only

12 opinion, and read that to me.

13 (Requested answer was read.)

14 Q (BY MR. ANDERSEN) And I just want to

15 follow up that answer where you said that your only

16 opinion is that it's positive for the districts.

17 Would you agree with me that if the purchase price

18 were based upon the appraised value of $19,000,250

19 that the transaction would be even more positive for

20 the districts?

21 A If they could -- you're asking a

22 hypothetical question and you're saying that if AV

23 Homes would sell -- so you're asking, okay, for

24 $19 million would it be better for the district?

25 Q Yes, that's the question.



1 A If you want to hold all those

2 hypotheticals I guess that would be correct.

3 Q Okay. And have you seen the commercial

4 appraisal done by Mike McElveen with Urban Economics

5 on the assets that are being acquired by the

6 district?

7 A No, I have not.

8 Q Did anybody send that to you attached to

9 an email?

10 A No. And if they did I didn't read it.

11 Q Okay. Are you aware that there is a

12 commercial appraisal of the property or the assets

13 being acquired by the districts that appraises the

14 fee simple interest at $19,250,000?

15 A I am not aware of that.

16 Q Okay. So when you said your only opinion

17 is that it's positive for the districts, you're not

18 suggesting that the purchase price of 73.7 million

19 represents any type of fair value for the assets that

20 are being acquired, are you?

21 A I'm saying that if somebody who is now

22 56 years old, so I can legally move into that

23 community, I'd have a higher propensity to move into

24 the community after the district acquires and

25 completes its transaction so that I get some rate



1 relief and get to use more assets.

2 Q What do you mean by rate relief?

3 A Lower rates, pay less for the facilities.

4 Pay less than the club plan.

5 Q Can you explain how that rate relief is

6 accomplished by this transaction.

7 A It's accomplished in a couple of ways.

8 When we met with the district and we went over the

9 current -- the current deed restriction and agreement

10 on the houses, the rates go up by $1 per month per

11 year for all residents. They went up in 2017. This

12 transaction capped the rates at the 2016 level to

13 issue and it would be financed by 30 years bonds.

14 Those bonds we would be capping. And we did

15 implement an assessment that is lower than the club

16 fee going into the forward -- into the future.

17 So therefore it's a stagnant fee that goes

18 away in 30 years versus an accelerating fee that's

19 higher. So yes, they save money that way.

20 Q Do you have any information about whether

21 the -- what you described as the current deed

22 restriction in the club plan is legal under Florida

23 law?

24 MR. WAECHTER: I'll object to that. It's

25 asking for a legal interpretation.



1 Q (BY MR. ANDERSEN) Has anybody told you

2 whether that's legal or illegal under Florida law

3 other than your own lawyer?

4 A The question has never come up in my mind.

5 Q If it was determined that the deed

6 restriction created by the club plan is illegal under

7 Florida law, could MBS continue with this transaction

8 as it's currently designed?

9 A I can't answer that today.

10 Q Would you agree that the club membership

11 fee under the club plan represents -- at least going

12 forward it represents the future profit to Avatar

13 Properties under the club plan?

14 A I honestly don't know about Avatar

15 Properties' books, how they account for it, what

16 expenses they have, so I really do not. I can't

17 speak to that.

18 Q Have you ever seen a budget for the club

19 plan?

20 A I've seen budgets for the club plan, but I

21 was reviewing them in context of when making sure

22 that when we're dealing with districts staff, making

23 sure that they could establish a budget that would

24 sufficiently fund all operation expenses. I wasn't

25 looking at it for AV's benefit or looking at it from



1 a profit stability standpoint for AV Homes.

2 Q Do you know what year those budgets that

3 you looked at were related to?

4 A I just remember in general. I remember

5 they were pretty recent. So if it was 2016 we were

6 probably looking at 2015 budgets and actuals. I may

7 have a 2016 budget. I don't know.

8 Q Did you have any -- did you or your firm

9 have any role in assisting with creating budgets for

10 the districts going forward after the acquisition of

11 the assets?


13 Q Do you know who did assist with creating

14 those budgets?

15 A Well, I believe that falls on staff and

16 EFG.

17 Q Okay. Staff and EFG, or would that be

18 Fishkind & Associates?

19 A Well, I believe Fishkind's role was mostly

20 in just the debt service assessments, but, once

21 again, I don't have their contract so I don't know

22 what everybody's scope was. It could have been

23 Fishkind. They could also provide that kind of

24 service.

25 Q Do you recall -- well, would you agree --



1 strike that. Let me start that one over.

2 Would you agree that this transaction is

3 designed to pay to Avatar Properties a cash payment

4 at the closing that's based upon 30 years of profit

5 that they would have received under the club plan?

6 A I wouldn't state it that way.

7 Q Can you explain it in your own words.

8 A I would explain it by saying the district

9 asked us to figure out how much money can be produced

10 off of the 2016 rates if it supported a bond issue

11 that goes away in 30 years and never went up so the

12 escalator was eliminated and how much that would

13 produce so that they could figure out all their

14 deducts for capital improvements and everything else.

15 Q Was there anything else to that

16 calculation?

17 A That's our role in the calculation.

18 Q Would you agree that the actual value of

19 the assets being transferred has nothing to do with

20 what you just described?

21 A I wouldn't agree with that.

22 Q Why not?

23 A Because I believe it's the district's --

24 the district hired a valuation consult and everything

25 to figure out what the system is worth to them.



1 Q Worth to the districts?

2 A Yes, what is it worth to the districts and

3 to the residents.

4 Q Okay. You described -- do you have a

5 specialty within underwriting public finance

6 transactions that involves utility systems?

7 A I did. I worked on a lot of them.

8 Q And so can you explain how those

9 transactions work just briefly and generally.

10 A Briefly and generally a local government

11 wants to acquire a private utility system and they

12 have to negotiate a purchase price. And that

13 negotiation can happen a number of different ways and

14 it's happened all different ways. And we are asked

15 to issue the bond to finance it for them.

16 Q And am I correct that this purchase of

17 this club plan, that your firm views that as a

18 similar type of transaction as purchasing a utility

19 system?

20 A No. I view every acquisition different.

21 I really do.

22 Q When you run the numbers to support the

23 acquisition of a utility system, do you use an income

24 approach?

25 A I don't run the numbers. We do the bond



1 side of it. Usually a feasibility consultant runs

2 the numbers.

3 Q A company like EFG?

4 A Yeah. But there's a number of them.

5 There's three or four.

6 Q Who are the others?

7 A Public Resources Management Group. Also,

8 a lot of large engineering firms have that capacity.

9 I'd image CH2M Hill still has that capacity.

10 Q Any others that you can think of?

11 A Not off the top of my head. The last

12 utility acquisition I did was probably ten years ago.

13 Q In those transactions are the valuation

14 firms -- are they valuing an income stream that will

15 continue after the transaction?

16 A Normally that's one of the factors they

17 have to look at.

18 Q Can you explain that.

19 A Well, the only thing I can explain is when

20 a government acquires something and takes something

21 over that people are already paying for, there's

22 always a lot of political importance on being able to

23 maintain or reduce rates in that system. So that's

24 where the income stream becomes very important. It

25 would be very unpopular for a government to buy a



1 utility system and raise the rates on day one.

2 Q Do they base the purchase price on the

3 rates that are going to be collected after the

4 transaction?

5 A As I say, I think that's one of the

6 factors, but, once again, I've also seen, you know,

7 many different kinds of transactions, so . . .

8 Q Have you ever been involved in a utility

9 system transaction where the utility system is being

10 shut down after the transaction is consummated?

11 A I've had a few where some of the assets

12 were going to be shut down because there were

13 synergies but not -- you can't shut down a utility

14 system because you can't deny people service.

15 Q Do you have an opinion as to whether the

16 club plan income is going to continue after the

17 transaction in this case?

18 A I don't have an opinion. I have an

19 understanding that after the acquisition is done an

20 assessment will go in place, 30-year fixed assessment

21 that will replace the fixed charge in the club plan.

22 Q And what is that assessment based on?

23 A The assessment is based upon they asked us

24 to run numbers which had a purchase price and $11

25 million in improvements and said 30 years level debt



1 service, and we -- based upon what we think the

2 market is and we set the numbers.

3 Q And is it accurate to say that MBS did

4 that?

5 A MBS did the numbers runs. MBS projects

6 the market rates, the interest rates on the bonds.

7 Q Were you familiar with a debate between

8 having open access, the gate access in the community

9 versus not having gate -- open gate access to the

10 community?

11 A I was familiar with the issue because it

12 came up on bond calls.

13 Q And is it your understanding that in order

14 to use tax exempt bond proceeds to finance the

15 transaction, that there would have to be a gate

16 protocol that required access to the public?

17 A My only understanding on it is that -- as

18 I sit here today is that the district counsel worked

19 with bond counsel on issues that are both IRS,

20 federal tax law issues and state law issues and came

21 to some kind of a policy that was acceptable to the

22 district.

23 Q And were you part of the debate about

24 whether to issue taxable bonds as opposed to tax

25 exempt bonds?



1 A Well, we were asked our opinion, you know,

2 what would the impact of that be. So we run numbers

3 on taxable, I think.

4 Q And what -- can you describe what the

5 impact of that would be.

6 A I don't have it right in front of me but

7 interest rates are higher for taxable bonds.

8 Q And what affect would that have on the

9 purchase price?

10 A I'm not involved in negotiations so I

11 don't know if it stays the same and rates go up or

12 rates go down and the price goes down. So that's

13 something that would have to be negotiated.

14 Q Okay. But is it true that in order to

15 come up with a $73.7 million purchase price that both

16 in your numbers and in EFG's numbers you used a

17 discount rate that was equal to the tax exempt bond

18 rate that the districts were predicted to pay under

19 the bond transaction?

20 A I would agree with that.

21 Q And would you also agree that if you were

22 going to issue taxable bonds that you would have used

23 the corresponding higher interest rates for the

24 taxable bonds that would have resulted in a much

25 lower purchase price if you used the same methodology



1 that both you and EFG used in running your numbers?

2 A Well, as I say, I'm not a negotiator. If

3 you want to ask me mathematically if there's a

4 constant revenue stream at a higher interest rate,

5 does that reduce the proceeds, the answer to that is

6 yes. How that gets negotiated and allocated between

7 improvements and credits and purchase price is

8 something that's up to the negotiating team. It's

9 not up to me.

10 Q Isn't it true that AV Homes insisted you

11 using tax exempt bond financing so that the purchase

12 price could be higher under the methodology that both

13 you and EFG was using?

14 A I don't know that.

15 Q What were your discussions with anyone at

16 AV Homes on that issue?

17 A I probably said it's more effective and

18 more beneficial for the district to be able to issue

19 tax exempt bonds.

20 Q More beneficial to the districts or more

21 beneficial to AV Homes?

22 A More beneficial to the district.

23 Q Explain that, please.

24 A More flexibility. It's a more liquid

25 market, better refunding opportunities.



1 Q Any negatives to the district?

2 A Taxable bonds? I can't think of any off

3 the top of my head.

4 Q How about negatives to using tax except

5 bond financing?

6 A You know, except for district counsel and

7 bond counsel having to issue with the gate protocol

8 issue, that was the only thing I could think of.

9 Q So the districts had to sacrifice the

10 private community and agree to that level of public

11 access under the gate protocol that you described in

12 order to issue tax exempt bond?

13 A I think you're saying districts sac- -- I

14 don't know. I couldn't tell if you the district

15 sacrificed anything. As I say, that's a district

16 counsel question.

17 Q How many transactions have you worked on

18 with AV Homes in the past?

19 A At MBA, I think 0. I think the only thing

20 I know off the top of my head that we financed for AV

21 Homes was back when they were called Avatar when we

22 did the original Poinciana financings. We've done

23 more financings for these districts in the form of

24 refundings, but that was not when AV Homes was

25 involved.



1 And I'd like to clarify we never do work

2 for AV Homes. We do work for the districts. They

3 may be -- AV Homes in certain instances may be the

4 sponsor of a district, which was in this case, but

5 our work is for the district.

6 Q Have you worked with respect to any other

7 districts other than Poinciana ACDD and Poinciana

8 West CDD where AV Homes or its related entities were

9 the sponsor?

10 A I honestly don't remember any. Maybe

11 there was one a long, long time ago, but I honestly

12 don't remember any.

13 Q How long have you known Tony Iorio?

14 A I first met him, I think, back when we did

15 the original transaction which might have been in the

16 early 2000s and then became reacquainted again when

17 we were working on a refinishing last year and when

18 this issue came up.

19 Q How would you describe your relationship

20 with Mr. Iorio?

21 A Working professional relationship.

22 Q How often are you in communication with

23 him?

24 A When they had a lot of questions on how

25 bonds work and everything it was maybe a couple of



1 times a week, but I probably went five years without

2 talking to him before that.

3 Q Would you agree that this transaction

4 started to get off the ground in or around November

5 of 2015?

6 A I honestly couldn't tell you the exact

7 time it got off the ground.

8 Q Have you ever had any social interaction

9 with Mr. Iorio?

10 A You know, we've never gone on a trip

11 together or anything like that. We may have had

12 lunch before a meeting or something like that, but

13 always within the context of work. We don't exchange

14 Christmas cards or anything.

15 Q Okay. I'm going to ask you to look at

16 what the court reporter pre-marked as Exhibit --

17 Composite Exhibit 153.

18 A Okay.

19 Q And I'm going to represent to you that

20 that is a composite of 20 different documents that

21 were part of the document production that you

22 produced in this case, and those are marked 1

23 through 20 in small letters in the bottom right-hand

24 corner. Do you see that Composite Exhibit 153?

25 A Yes, I do.



1 Q I am going to refer to them by the little

2 numbers in the bottom right-hand corner. So I'm

3 going to call this 153-1, that first two pages that

4 are stapled together.

5 A Okay.

6 Q Do you recognize that as an email that you

7 sent and received on November 10th, 2015?

8 A That's what it looks like.

9 Q Did you, in fact, send that email?

10 A If it says Kevin Mulshine on the top, yes,

11 I'm sure I sent the email.

12 Q And you typed the words, Good points.

13 Thanks, Bob?

14 A Yes, to Bob Gang.

15 Q And this is one of those documents that

16 you said that your firm is required to keep based

17 upon regulatory requirements?

18 A I couldn't tell you what the time

19 requirements are and if we have requirements on

20 things that never close. So I really can't speak to

21 the requirements. I just know this was in our email

22 system.

23 Q So your firm makes it a practice to keep

24 these as a part of its regular business practice?

25 A Yeah.



1 Q Is that a true and accurate copy of the

2 email that you sent and received on that day?

3 A I mean --

4 THE WITNESS: John, help me here.

5 A Unless I can go back and look in my email

6 system but it looks like an email that I sent.

7 Q (BY MR. ANDERSEN) Okay. It's also an

8 email that you produced or you directed to be

9 produced in this case to us. So to the extent that

10 you don't believe it is a true and accurate copy of

11 the document that you produced I'd like to hear what

12 your position is on that.

13 A I believe this -- I believe this looks

14 like it came from me and it probably would have been

15 caught up in the files we sent over, but I did not

16 review every file that's sent over.

17 Q Do you have any reason to believe that

18 it's not a true and accurate copy of what you

19 produced?

20 A That's a better way to put it. I do not.

21 Q I'm going to refer to the next document as

22 153-2.

23 A Okay.

24 Q Can you describe that document.

25 A A supplement to our investment banking



1 agreement.

2 Q Did you sign that document on the second

3 page?

4 A Yes, I did.

5 Q Is that Gary Moyer who signed it on behalf

6 of the districts?

7 A I believe that's Gary's signature.

8 Q Is the Exhibit A that's attached the

9 Exhibit A that you caused to be attached to your

10 agreement with Poinciana Community Development

11 District?

12 A Yes.

13 Q And then do you see that on the first page

14 of Exhibit 153-2 it references the investment banking

15 agreement effective November 16, 2011?

16 A Okay.

17 Q Would you agree with me that that

18 investment banking agreement is what's attached as

19 the last three pages of this Exhibit 153-2?

20 A Yes.

21 Q And that's signed by your business

22 partner, Mr. Ed Bulleit?

23 A Hold on, please. Okay.

24 Q Is that correct?

25 A Yes.



1 Q Do you know who signed this on behalf of

2 the Poinciana Community Development District?

3 A If I had to guess I'd say Bob Zimbardi

4 maybe. I don't --

5 Q Is he the chairman -- was he the chairman

6 of the Poinciana Community Development District at

7 that time?

8 A I don't know. That's something I'm sure

9 is in the records.

10 Q Is this Exhibit 153-2 a true and accurate

11 copy of your investment banking agreement with

12 Poinciana Community Development District?

13 A Yes.

14 Q With respect to this amenities facilities

15 transaction?

16 A Yes.

17 Q Going back to Page 1 of this exhibit, is

18 the scope of services described on the bottom half of

19 Page 1 and the top of Page 2 the scope of services

20 that you provided to the districts?

21 A Yes.

22 Q And under that scope of services, would

23 you agree with me that it did not call for you to

24 have any role in the valuation of the assets to be

25 purchased?



1 A With the except of advice of structuring

2 and providing support that way.

3 Q So yes, with that exception?

4 A Yes, we were not hired to do a valuation.

5 Q And when I look at Exhibit A, am I correct

6 that Exhibit A provides that you do not have a

7 fiduciary duty to the district?

8 A You're correct.

9 Q And that you are not required to act in

10 the best interest of the district?

11 A Agreed.

12 Q Okay. So I'm trying to understand in that

13 context -- I'm looking at Exhibit A, 1, 2, and 3. If

14 you could explain your understanding of those

15 provisions that I believe require the underwriter to

16 deal fairly at all times with the districts and

17 purchase the securities with a view to distribution

18 in an arm's length commercial transaction. Could you

19 explain those.

20 A Which one are you looking at, sir?

21 Q Well, 1 and 2.

22 A Of Exhibit A?

23 Q Yes.

24 A That's part of our role where we have to

25 -- when it's time to finance a transaction we



1 purchase the districts' bonds and market them

2 pursuant to -- pursuant to a public offering or a

3 limited public offering, whatever is more

4 appropriate.

5 Q Do any of these terms that are numbered on

6 the first half of this page under Exhibit A,

7 disclosures concerning the underwriter's role, do any

8 of these terms have anything to do with ensuring that

9 the district pays fair value for the amenity assets

10 that are being purchased by the district in the

11 transaction that we have been discussing today?

12 A No, they do not.

13 Q I'm going to ask you to look at composite

14 Exhibit 153-3. Do you see it's a four-page email,

15 the first one being from Bob Gang to you and Rhonda

16 Mossing -- I'm sorry to Rhonda Mossing on

17 November 18, 2015?

18 A Okay. Uh-huh. Yes.

19 Q Do you recall receiving these emails?

20 A I don't recall specifically receiving the

21 emails. I recall the fire marshal shutting a meeting

22 down.

23 Q Were you at that meeting on November 18,

24 2015?

25 A I don't think I was. I don't think I was.



1 Q Was Rhonda Mossing at the meeting?

2 A She may have been at the meeting.

3 Q Is this a true and accurate copy of emails

4 that you received on that day?

5 A Yes.

6 Q I'm going to ask you to look at what's

7 been marked as Exhibit 153-4, the first of which is

8 an email on Tuesday, November 24, 2015, from you to

9 Bob Gang and Rhonda Mossing. Do you see that?

10 A Yes.

11 Q Did you send that email that day that

12 where you said the words "too soon"?

13 A Yes.

14 Q Do you see that your email was in response

15 to Bob Gang's email on November 18 --

16 A Yes.

17 Q -- where it says, Could this turn into

18 another Mulshine curse? He's on a roll these days?

19 MR. ALAO: Object to form.

20 Q (BY MR. ANDERSEN) What was your

21 understanding of what he meant by Mulshine curse;

22 he's on a roll these days?

23 A Well, to be honest, I was still recovering

24 from cancer. And I know Bob Gang pretty well and

25 know his family pretty well, so I had a string of bad



1 luck. So we were just trying to get things back

2 together.

3 Q Okay. I'm sorry, I thought he might have

4 been referring to another transaction that --

5 A And he could have been. When you do

6 transactions if you work on ten, maybe six close. I

7 don't know. Not all transactions close.

8 Q Okay. Please accept my apology. I did

9 not intend to ask any question about any health

10 condition.

11 A No, not offended at all. I happen to be

12 close to his family, so . . .

13 Q Do you know what Rhonda Mossing meant when

14 she said they brought ropes?

15 MR. ALAO: Object as to form.

16 Q (BY MR. ANDERSEN) Did you answer that

17 already?

18 A I thought somebody objected so I didn't

19 know what --

20 Q Oh, you can still answer.

21 MR. WAECHTER: Go ahead and answer, Kevin.

22 A So what was the question?

23 Q (BY MR. ANDERSEN) Do you know what Rhonda

24 Mossing meant when she said, Dave, Rob brought ropes?

25 MR. ALAO: Objection to form.



1 A Honestly, I don't know whether she was

2 talking about whether the crowd was angry or whether

3 the board was angry. You know, she obviously did not

4 have a good meeting, so I'm assuming that's a meeting

5 I did not go to would be the assumption I would make.

6 Q (BY MR. ANDERSEN) Do you have any

7 recollection of why that meeting was not a good

8 meeting?

9 A Because a lot of people came and got angry

10 when a fire marshal said there is not enough space so

11 they had to cancel the meeting, was my understanding.

12 Q Do you recall what stage the meeting was

13 in when it was canceled?

14 A As I say, I didn't even remember attending

15 that meeting. I don't think I attended the meeting.

16 I could be held wrong, but I don't think I attended

17 the meeting, so I wouldn't know.


19 emails that you sent on that day?

20 A Yes.

21 Q I'm going to refer you to Exhibit 153-5.

22 A Okay.

23 Q This is an email from Rhonda Mossing to

24 you dated December 1st, 2015, with a three-page

25 attachment. Do you recognize it?



1 A I know what it is, yes.

2 Q What is it?

3 A It looks like a bond sizing by Rhonda on

4 Pages 2 and 3. Yeah, some kind of a bond sizing.

5 Q Okay. What do you mean by 2 and 3? It's

6 a four-page exhibit.

7 A Well, Pages 3 and 4.

8 Q Okay. What about Page 2?

9 A That looks -- you know what, honestly I'm

10 having trouble seeing that, but it looks like one of

11 those schedules where they have each neighborhood and

12 what everybody pays. That's what it looks like to

13 me.

14 Q Do you know who created that schedule?

15 A I don't know. I really don't.

16 Q At the top it says, Based on updated

17 development plan dated 9/17/15 provided by AV Homes,

18 Inc.


20 Q (BY MR. ANDERSEN) Do you see that?

21 A Yeah, I see that. So then maybe Rhonda

22 may have put this together then.

23 Q But you got the data from AV Homes?

24 A She would have received the data from AV

25 Homes or she would have received it through



1 continuing disclosure records.

2 Q Okay. And then so Page 2 of

3 Exhibit 153-5, is something that you believe Rhonda

4 created but Pages 3 and 4 are what you refer to as a

5 bond sizing?

6 A Right.

7 Q Is that right?

8 A Yes.

9 Q And can you explain the bond sizing.

10 A Well, she has a -- you know, what I can

11 tell you on this one is she has a par amount for two

12 different bond issues, one senior, one subordinate

13 lien, and then she has allocations of costs and

14 acquisition and construction funds.

15 Q Why do you think she used two different

16 bond issuances?


18 A A senior and a sub?

19 Q (BY MR. ANDERSEN) Yes.

20 A Probably what she was doing was assuming

21 that we were trying to maximize our bond rating. And

22 there's a percentage, probably 20 or 30 percent, of

23 the district which is not vertical yet. So we'd

24 issue -- we'd Issue two series of bonds, one being

25 senior lien. That would be the bondholders get paid



1 first. And the second would be subordinate lien.

2 Those bondholders would be paid second and those

3 people would be taking -- absorbing the risk of AV

4 Homes in the completing the project.

5 Q And that would be with respect to the

6 undeveloped lots?

7 A Yes, the risk the undeveloped lots don't

8 pay off.

9 Q Okay. And then could you explain the last

10 page of Exhibit 153-5.

11 A Yeah. This looks like obviously somebody

12 gave Rhonda a capital improvement plan of 11,875,000.

13 So she deducted from the net proceeds on the prior

14 page to get to a net purchase price of 70 million.

15 Q And what was the source of the objective

16 in the middle of that page?


18 A What that objective just means is that

19 you're trying to find a bond structure with the

20 lowest possible interest rate, the present value of

21 revenue stream over for 30 years and then you

22 subtract 11 million for the improvements.

23 Q (BY MR. ANDERSEN) And that would come out

24 to a net purchase price of amenities from the

25 developer of $70,447,854?




2 A Right.

3 Q (BY MR. ANDERSEN) That's correct?

4 A Correct.

5 Q And did you ask Ms. Mossing to put this

6 together for you?

7 A Most likely, but I don't remember the

8 exact order or the exact date I would have said that.

9 Q Okay. And is this a true and accurate

10 copy of the email and attachments that you received

11 on December 1st, 2015?

12 A I assume it is.

13 Q You've seen it before, correct?

14 A I don't remember seeing it before, but if

15 you say it came from the package I sent you, then

16 I've seen it before.

17 Q Okay. Well, I mean, looking at the third

18 page and the net purchase price of the amenities from

19 the developer, does that refresh your recollection

20 that those are the numbers that Ms. Mossing generated

21 at that time?

22 MR. ALAO: Objection to form.

23 A I'm sure she generated it, but she

24 probably ran an awful lot of scenarios. So I don't

25 remember with clarity every particular scenario that



1 was run.

2 Q (BY MR. ANDERSEN) Okay. Would you agree

3 with me that the objective that's described there and

4 the methodology that Ms. Mossing used in this bond

5 sizing is the exact same objective and methodology

6 that Environmental Financial Group used in their

7 valuation?


9 A I'm not familiar enough with EFG to say

10 what their objectives were in there.

11 Q (BY MR. ANDERSEN) Well, did you receive

12 EFG's report?

13 A I'm sure I did at some point.

14 Q Do you know of any differences between

15 this objective and this methodology that's reflected

16 in this bond sizing and what EFG ultimately used as

17 its methodology --

18 A I mean, if you have the EFG --

19 Q -- and its objective?

20 A -- report that I can review here I could

21 look at the two and tell you, but I don't even know

22 what the EFG final number was. Was it $70,474,000?

23 Q It was $73.7 million.

24 A Then I think they used different thoughts

25 and objectives if they came up to a different number.



1 Q Or do you think that maybe just some of

2 the minor numbers were tweaked and it was the same

3 methodology and objective but with perhaps a slightly

4 different interest rate or slightly different cash

5 flows?


7 A I honestly couldn't tell you because this

8 is out of context. This is just a bond issue sizing.

9 It doesn't have the revenues and all the R&R funding

10 and everything else that I assume is in that report

11 you're referencing, so . . .

12 Q (BY MR. ANDERSEN) What do you mean by R&R

13 funding that you assume is in the report?

14 A Renew and replacement funding. You know,

15 in other words, O&M type funding.

16 Q Why would you expect that to be in the

17 report?

18 A Because I thought EFG was as a second

19 phase -- and I could be wrong -- was going to be

20 helping the district establish budgets on moving

21 forward on what it would cost to operate the

22 facilities.

23 Q What made you think that?

24 A What made me think that EFG was helping

25 the district?



1 Q With the renewal and replacement and O&M

2 going forward?

3 A Because I just remember we always said one

4 of the things that we talked about on our conference

5 calls was we need to have a handle on what the O&M is

6 moving forward to make sure that we could stabilize

7 the rates here. It was just an objective stated by

8 staff, but it wasn't part of our scope, so we weren't

9 involved with it.

10 Q Okay. Can you take a look at Exhibit

11 Number 153-6.

12 A Okay.

13 Q Do you see on that same day that you

14 received those -- that bond sizing from Rhonda

15 Mossing that you sent the exact same thing to Gary

16 Shullaw and Tony Iorio at AV Homes?

17 A Okay.

18 Q Do you agree with that?

19 A I agree with it.

20 Q In your email you reference, Rhonda put

21 together the enclosed schedules for our discussion

22 later today.


24 A Right.

25 Q (BY MR. ANDERSEN) Is that a true and



1 accurate copy of the email and attachments that you

2 sent to Mr. Shullaw and Mr. Iorio on December 1st,

3 2015?

4 A Yes.

5 Q Did you have a discussion later that day?

6 A I had a lot of discussions, so I don't

7 remember specific discussions, but I remember they

8 were very interested in the bond structure.

9 Q Do you believe that you ever saw anything

10 to suggest what the purchase price should be for the

11 recreation facilities amenities acquisition prior to

12 these schedules that Rhonda sent to you and you sent

13 to Mr. Shullaw and Mr. Iorio on December 1st, 2015?


15 A I don't -- I don't have any recollection

16 of that.

17 Q (BY MR. ANDERSEN) If I represented to you

18 that this is the first time that I found in your

19 documents that you produced to us any suggestion of

20 what the purchase price would be for the amenities

21 purchase, would that make sense to you?


23 A I couldn't clarify or deny. I just don't

24 know. I'd have to look through all my records.




1 recollection of discussing a potential purchase price

2 for the amenities before December 1st, 2015?

3 A No. I remember talking to people about

4 how bonds work and about how bond funded acquisitions

5 work.

6 Q Do you recall speaking with Mr. Shullaw

7 and Mr. Iorio on this afternoon of December 1st,

8 2015?

9 A I do not have specific knowledge of it

10 but, you know, I may have.

11 Q How about general recollection of

12 discussing with them a purchase price in the

13 neighborhood of $70,447,000?

14 A I do not have a general recollection of

15 that.

16 Q Okay. I'm just trying to understand what

17 the reaction was when you shared this bond sizing

18 with them and this estimated purchase price.

19 A If they had asked a bond number saying

20 what would support something and we send it to them,

21 we would have sent it to them, but I don't remember

22 discussing purchase prices of systems with them.

23 Q With Shullaw and Iorio?

24 A No.

25 Q Are you pretty sure that you had a phone



1 call with them on December 1st, 2015?

2 A No. You're asking me -- it's hard for me

3 to tell you what phone calls I had last week. I

4 can't tell what you phone calls I had on December 1,

5 2015.

6 Q Okay. So the email and the attachment to

7 the email is the best --

8 A Yes.

9 Q -- record of what you sent to them on that

10 day?

11 A Exactly.

12 Q Okay. So I'm going to ask you to look at

13 what's been marked as Exhibit 153 and sub 7.

14 A Uh-huh.

15 Q This is a few month later, February 2nd,

16 2016. Could you describe what this is.

17 A Let me read it first, please.

18 Q Certainly.

19 A I assume this is when Tony Iorio was

20 trying to set up some kind of a workshop to discuss

21 the transaction.

22 Q And did you receive that email from him on

23 February 2nd, 2016?

24 A If you received this from me, then yes.

25 Q And do you recall those workshops?



1 A You know, I recall some workshops, but I

2 don't recall which dates various workshops happened.

3 I remember we had one workshop -- I remember there

4 was one workshop outside, but I knew there was

5 trouble scheduling a workshop, so . . .

6 Q Do you recall that at this time you were

7 trying to work out your schedule to attend a workshop

8 the week of February 22nd?


10 A I'm sure I was.

11 Q (BY MR. ANDERSEN) Pardon me?

12 A I'm sure I was. If this says I was trying

13 to work it so I can make it, I'm sure I was trying to

14 make it.

15 Q And is that a true and accurate copy of

16 your email?

17 A Yes.

18 Q I'm going to ask you to look at

19 Exhibit 153-8.

20 A Okay.

21 Q That's also another email string from

22 February 2nd, 2016.

23 A Okay.

24 Q Could you tell us what that is.

25 A It looks like part of the same email chain



1 that I just looked at.

2 Q Do you see where it says, Tony will

3 schedule some meetings with residents prior to the

4 meeting?


6 A Yes.

7 Q (BY MR. ANDERSEN) It's on the top of the

8 third page.

9 A Okay.

10 Q Did you attend any meetings with residents

11 prior to --

12 A No.

13 Q -- the meeting? Do you know whether Tony

14 did?

15 A I don't know if Tony did. I know he said

16 they had regular coffees between the company and

17 residents that they attended. I don't believe any

18 attended any meetings.

19 Q Did Tony ever tell you about those

20 coffees?

21 A Just in general that it was chance for him

22 to, you know, get the word out to the community of

23 what AV's plans were.

24 Q Do you know whose idea it was to sell

25 these amenities to the districts?



1 A No. I'd imagine AV Homes.

2 Q Okay. I'm a little curious whether this

3 is an idea that you pitched to AV Homes who then

4 pitched it to the districts?

5 A You know, I don't believe I did. I

6 believe AV Homes, who had sold a lot of revenue

7 producing assets to districts before, they're pretty

8 sophisticated and it's a natural thing that happens

9 commonly in Florida, so I'm sure they got it from

10 somewhere.

11 Q Well, to your knowledge, what other

12 revenue producing assets has AV Homes sold to a

13 community development district?

14 A Well, they sold to various districts. I'm

15 not sure every one of them were CDDs, but they sold

16 to various districts all their utility assets.

17 Q Were you involved in those transactions?

18 A I actually negotiated against them.

19 Q What do you mean by negotiated against

20 them?

21 A When I say that, I was representing -- I

22 had -- well, let me strike that. I wasn't

23 negotiating against -- that was a different -- I'm

24 sorry, different utility company I had to do this

25 work on where they were bidding on some systems.



1 I had represented several of the

2 purchasers, not all of the purchasers in that one.

3 There were probably ten governments that purchased

4 their utilities.

5 Q Where was that located?

6 A They had utilities around the state. I

7 think their biggest one was somewhere in Fort Myers.

8 They did have one that was purchased -- you know,

9 that was purchased in -- that currently serves

10 Poinciana. It's called Toho Water.

11 Q Toho Water?

12 A It's a long name. It's like Topo Gigi

13 (phonetic) or something. It's a long name that I

14 don't know, I couldn't pronounce. I think they

15 formally go in their bond offerings as Toho, T-o-h-o.

16 I did not represent them, but they purchased a system

17 that was -- that now serves the residents of

18 Solivita.

19 Q And who purchased that system?

20 A It was either Toho or -- and you're

21 testing my memory -- but it could have been Florida

22 Governmental Utility Authority. I just know that

23 Toho owns it now.

24 Q And they purchased it from AV Homes?

25 A Well, from a subsidiary of AV Homes. I



1 believe it was probably AV Utilities or something,

2 some utility name.

3 Q And what year was that?

4 A Early '90s.

5 Q Was Mr. Iorio involved in that

6 transaction?

7 A I do not believe so, but I also didn't --

8 Q Who from AV Homes --

9 A -- work on that system so I wouldn't have

10 known.

11 Q -- who worked on that system?

12 A The only contact was with the utility

13 employee named Gerald Allen.


15 Exhibit 153-9.

16 A Okay.

17 Q Can you tell us what that is.

18 A It looks similar to the last exhibit you

19 showed me where they're trying to set up a meeting

20 for the 22nd, but now it's on the 25th. The 25th,

21 joint meeting.


23 emails that you sent and received on that day?

24 A Correct.

25 Q I'll ask you to look at 153-10.



1 A Okay.

2 Q Can you tell me what that is.

3 A It looks like Rhonda generating a

4 timetable for the working group.

5 Q And tell me what do you mean by the

6 working group?

7 A Well, we have an internal working group

8 that was just staff, but then if you add negotiations

9 and AV Homes wants to know when an acquisition can be

10 consumed, we had to generate a timetable which would

11 show financing timetable so they could show when they

12 get paid.

13 Q When who gets paid?

14 A When AV Homes gets paid or when the deal

15 closes.

16 Q Okay. So I'm looking at the email at the

17 bottom of Page 1 of Exhibit 153-10 that you're

18 testifying about.

19 A Okay.

20 Q Would you describe that group of people as

21 the working group?

22 A No. I'd call that as our working group

23 plus people from AV Homes.

24 Q And I think at the top of the page that

25 appears to be the internal AV Homes group along with



1 the MBS folks involved?

2 A Yes. I would guess that somebody Joe

3 Covelli responded to Rhonda's timetable wanting to --

4 looks like asking questions or tweaking the

5 timetable, so . . .


7 emails that you sent or received on that day?

8 A Yes.


10 Exhibit 153-11.

11 A Okay.

12 Q Can you identify that.

13 A One looks like an email from Rhonda about

14 a timetable. One looks like an email from Mike

15 talking to Rhonda about the timetable, and then one

16 looks like Mike Eckert sending an email to Sete, who

17 was an assistant in our office. I don't know why he

18 sent it to Sete, to be honest.


20 email that MBS produced in this case?

21 A If you got if from us, it is.


23 Exhibit 153-12.

24 A Okay.




1 A It looks like a timetable produced by MBS

2 Capital Markets with somebody's comments written on

3 it.

4 Q Would you agree on Page 2 of that document

5 where Mr. Covelli noted his comments in red that are

6 bolded the Number 5 on that list that the parties

7 defer to AV Homes as to which assets would be

8 included in those to be sold to the district?


10 A Why are you? I apologize. First of all,

11 it's not in red for me. It's in black.

12 Q (BY MR. ANDERSEN) I'm sorry, yeah. It's

13 in dark -- it's in bold and all caps in black under

14 Number 5 where Covelli added his comments. He says,

15 Defer to AV Homes as to which assets will be included

16 in those to be sold to the district.

17 I'm asking you, is it your recollection

18 that that is what, in fact, occurred, that the

19 parties deferred to AV Homes as to which assets were

20 being included in those to be sold to the district?


22 A No. Honestly, I apologize because I'm

23 just not seeing where you're looking at, but -- I've

24 got a four-page timetable here.

25 Q (BY MR. ANDERSEN) I'm sorry, are you



1 looking at Number 12?

2 A I'm still looking at the timetable that's

3 in Number 11. Never mind.

4 Q I'm sorry. I'm asking you to look at the

5 email --

6 A Okay. All right. Now I'm with you.

7 Q And Number 5 on the second page.

8 A Number 5 is from Mike Eckert saying a

9 complete list of assets to be acquired must be

10 finalized before the valuation process is started.

11 Q Right. And then Mr. Covelli's comments

12 say, Defer to AV Homes as to which assets will be

13 included in those to be sold to the district.


15 Q (BY MR. ANDERSEN) Do you see that?

16 A Mr. Covelli. I'm sorry, where is that in

17 his -- 1, 2, 3 or 4?

18 Q Number 5 on the second page, the comments

19 from JPC that are in bold.

20 A Oh, I always just took it as somebody was

21 going to have to come up with a big asset list of all

22 the assets needed that work with the club. I didn't

23 take that as saying AV Homes is going to dictate who

24 is going to -- what assets were going to be acquired.

25 Q Would you agree with me that under the



1 valuation methodology applied by EFG that it didn't

2 matter what assets were going to be acquired because

3 the valuation method used didn't examine the assets?


5 A I would disagree with that. I think the

6 assumption in the EFG report is it's the value based

7 upon receiving the same set of assets that provide

8 the -- that support the club fee in the first place.

9 Q (BY MR. ANDERSEN) All of the assets that

10 were owned by the club?

11 A You're starting to split hairs, but there

12 may have been assets that aren't conducive for a

13 district. I don't know. But I know the main assets

14 that provide the lifestyle, such as the large rec

15 facility that's there, I'm sure that nobody would

16 ever have considered not doing the -- I'm not sure

17 anybody would ever consider doing the deal if they

18 wanted to leave out the facilities that people use.

19 But I also understand there could be

20 confusing assets, such as a storage closet that's

21 used by a golf course and the rec center. So

22 somebody has to identify and then analyze if it's

23 necessary or not.

24 Q Anything else that you're aware of that

25 was left out?



1 A I was not involved in that process of the

2 asset identification. I know there was supposed to

3 be an inspection, but, once again, that was outside

4 of my scope.

5 Q Is this Exhibit 153-12 a true and accurate

6 copy of the emails that you sent and received on that

7 day?

8 A Correct.


10 Exhibit 153-13.

11 A Okay.

12 (Recess from 3:14 to 3:20 p.m.)

13 Q (BY MR. ANDERSEN) I'm still working in

14 composite Exhibit 153.

15 A Okay.

16 Q And, I ask you to look at composite

17 Exhibit Number 153-13.

18 A Uh-huh.


20 MBS email that it purports to be?

21 A Yes.

22 Q I'd ask you to look at Exhibit 153-14. Is

23 that a true and accurate of the MBS exhibit that it

24 purports to be -- I mean email that it purports to

25 be?



1 A Yes.

2 Q Did you say yes?

3 A Yes.

4 THE WITNESS: Can I ask a question with

5 John on the line? Instead of going through every one

6 and asking that question, can we just say that as

7 long as you got it from us it's true and accurate?

8 Is there any way we can --

9 MR. WAECHTER: I think that's what Carter

10 was attempting to do in the beginning where he had

11 just a global authentication of these documents. So

12 if these all look like these are the documents that

13 you provided, then we can do a global authentication,

14 if you prefer to do that.

15 MR. ANDERSEN: That sound great to me.

16 THE WITNESS: As long as you received them

17 from us, I agree with that, yeah.

18 MR. WAECHTER: I have no objection to

19 doing that.

20 MR. ALAO: Object. Can we go off the

21 record for a moment?

22 MR. ANDERSEN: Well, let's stay on because

23 if you've got an objection we've got to hear it.

24 MR. ALAO: Because we're talking about

25 email chains here. So I mean, you're saying if we



1 received the email from -- Mr. Mulshine says if you

2 received the email from us, however it's a chain of

3 emails. So he can't authenticate the genuineness of

4 any emails other than the ones that he himself sent.

5 MR. ANDERSEN: Well, his company produced

6 them to us in this case. So I think that's how he's

7 able to authenticate them because he's the producing

8 party.

9 MR. ALAO: Right. So he can authenticate,

10 say, yes, I sent this email on such and such date but

11 that's only as to the emails that Mr. Mulshine

12 himself sent. As to the ones where he's getting an

13 email and responding to it, he can authenticate, say

14 that, yes, that is my response. But as far as what

15 was sent to him and forwarded to him, how can he

16 authenticate that?

17 MR. ANDERSEN: So he can authenticate that

18 MBS received it or sent it on the day that it

19 purports to be received or sent because he searched

20 his system and produced the document to us.

21 MR. ALAO: He can authenticate that he

22 received it, but you're asking questions about the

23 contents of those emails that he received as well.

24 And that's where I just want to be cautious if we're

25 authenticating things as to the genuineness of -- as



1 long as we restrict it to, okay, that's what you

2 received or that's what was forwarded to him, but he

3 can't authenticate the content.

4 MR. ANDERSEN: If you're objecting I'll

5 have to keep asking him the questions, so . . .

6 MR. ALAO: Keep asking him the questions.

7 MR. ANDERSEN: Okay. This we tried to

8 clear up in an email before the deposition as well

9 and I couldn't get the agreement from Mr. Smith or

10 Mr. Alao, so that's why we're going through this

11 drill. So we'll keep going.

12 Q (BY MR. ANDERSEN) Mr. Mulshine, I'd ask

13 you to look at the exhibit, the emails that are

14 marked as Exhibit 153-15.

15 A Okay.

16 Q Is that a true and accurate copy of an

17 email -- the email that it purports to be that your

18 firm produced in this case?

19 A Yes.

20 Q I'd ask you to look at Exhibit

21 Number 153-16. Is that a true and accurate copy of

22 an email --

23 A Yes.

24 Q -- that your firm produced in this case?

25 A Yes.



1 Q I'd ask you to look at 153-17. Is that a

2 true and accurate copy of the email that it purports

3 to be that your firm produced in this case?

4 A Yes.

5 Q I'd ask you to look at Exhibit 153-18.

6 And, again, with each of these I'm referring to the

7 entire exhibit. So this one, for example, is a five-

8 page email string.

9 A Yes.


11 emails that they purport to be that your firm

12 produced in this case?

13 A Yes.


15 that a true and accurate copy of the emails that they

16 purport to be that your firm produced in this case?

17 A Yes.


19 Exhibit 153-20. Is that a true and accurate of the

20 emails that they purport to be that your firm


22 A Yes.

23 Q Okay. So now we're finished with

24 Exhibit 153. And I just want to confirm that all of

25 these Exhibits 153-1 through 153-20 are included in



1 those emails that you described earlier that you all

2 keep during the course of a transaction because of

3 the regulatory requirements to maintain all of your

4 emails.

5 A Yes.

6 Q Okay. Now I'm going to Exhibit 154. Is

7 that a true and accurate copy of the emails that they

8 purport to be --

9 A Yes.

10 Q -- that your firm produced in this case?

11 And I'm referring to 154-21.

12 A Yes. I'm sorry, I thought that's what you

13 were referring to.

14 Q Now I'd ask you to look at Exhibit


16 the emails that they purport to be that your firm


18 A Yes.

19 Q Do you recall the March 16th workshop?

20 A I just remember a workshop outside that I

21 attended -- or maybe it was indoors, but I remember

22 going to some meetings.

23 Q Do you recall a comment from Mr. Iorio

24 that he believes MBS needs to sell themselves as

25 there have been comments from the audience why MBS as



1 underwriters?


3 Q (BY MR. ANDERSEN) Do you see that first

4 e-mail there?

5 A Which exhibit are you on?

6 Q 154-22.

7 A Okay.

8 Q March 3rd, 2016, email from Mr. Iorio to

9 you and Ms. Mossing.

10 A Yes, I remember that.

11 Q Do you remember those comments from him?

12 A Yes.

13 Q Did you make an effort to do that?


15 A Well, I remember presenting to the board

16 and going over our credentials.

17 Q (BY MR. ANDERSEN) And you were trying to

18 make them comfortable and the audience on your

19 expertise?

20 A Well, make them understand our expertise.

21 Q Is it accurate to say on that date,

22 March 16, 2016, both you and AV Homes presented --

23 were presenters at this joint workshop?

24 A We may have. I'd have to look through my

25 files to see, but I know we did present at a



1 workshop. So it may have been the 26th or the 16th,

2 whatever date you're saying. I don't have the

3 presentation in front of me, you know. I just

4 remember going to a presentation and going over with

5 them our credentials.


7 Exhibit 154-23.

8 A Okay.

9 Q That appears to be a global meeting

10 invitation relating to the amenity facility bonds for

11 a meeting that occurred on March 7, 2016.

12 A Okay.

13 Q Would you agree with that?

14 A Yes.

15 Q Was that a meeting that was video

16 conference similar to the one that we're conducting

17 this deposition today?

18 A You know, I don't believe it was a video

19 conference, or maybe some people were on by video. I

20 know I've only attended by phone. I've never done a

21 video conference.

22 Q Okay. Do you recall attending this

23 meeting?

24 A I don't recall the specific one. As I

25 said, there were a lot of conference calls, but, you



1 know, if they say this was the meeting and there's

2 not another one that says it was canceled, I probably

3 attended it by phone.

4 Q And do you see where it says, Required

5 attendees, and it gives a list of people?


7 A Yes.

8 Q (BY MR. ANDERSEN) Would you describe that

9 as that same, quote, working group that you described

10 earlier in your testimony?

11 A No, because we had -- there are people

12 listed here from -- we had a lot of calls with just

13 staff being the district manager, district counsel,

14 et cetera. And then when we had conversations where

15 we had to address over all matters which included

16 timing of due diligence and trying to blend a

17 timetable for financing with a timetable with

18 acquisition. Then we would do a larger call with

19 people from -- with people from AV Homes.

20 Q So was this -- would you describe this as

21 one of those larger calls?

22 A Yeah. I'd describe this as larger call.

23 Q With the people from AV Homes?

24 A Yes, and district counsel and district

25 manager.




2 Exhibit 154-24.

3 A Uh-huh.

4 Q And that's the March 7, 2016, email from

5 Mike Eckert to one of those working groups that

6 attaches the joint workshop agenda. Do you see that?

7 A Yeah, I see it.


9 email and agenda that you received on that day?

10 A Yes.

11 Q And looking at the agenda, does that

12 refresh your recollection that you gave a

13 presentation to the joint meeting of the districts on

14 that day?

15 A As I say it says here the 16th, so I'll

16 believe it was the 16th. I don't have a recollection

17 of the exact date. I know I presented to the board

18 to discuss MBS's credentials and our history with the

19 district.

20 Q Do you have any information about Item

21 Number 3, which was the discussion of specific list

22 of assets offered for acquisition?


24 A No, I do not.




1 recollection as to whether the purchase price was

2 discussed at this meeting?

3 A Not to my recollection.


5 Exhibit 154-25.

6 A Okay.

7 Q Can you confirm that that is a true and

8 accurate copy of the emails that they purport to be

9 that your firm produced in this case?


11 A Yes.

12 Q (BY MR. ANDERSEN) Do you know what the

13 presentation was that was attached to these emails?

14 A Is it attached here?

15 Q I don't believe it's attached here to this

16 exhibit, no.

17 A Okay. I don't know which presentation.

18 Are you talking about the presentation by MBS?

19 Q Well, do you see Mary Danielsen says she

20 believes she's incorporated everyone's comments and

21 asks that the group to review it one more time before

22 they send it to Gary? I assume that's MBS's

23 presentation; is that right?

24 A Correct.




1 A Correct.

2 Q (BY MR. ANDERSEN) Do you recall what

3 presentation that was?

4 A I was going to say it was just a

5 presentation about our credentials and history.


7 Exhibit 154-26. Can you confirm that that's a true

8 and accurate copy of the emails that they purport to

9 be that was produced by your firm in this case?

10 A Yes, it's a true, whatever. It's an email

11 from us.

12 Q Do you agree that for this March 16th

13 meeting that MBS and AV Homes were trying to

14 coordinate their presentations so that they -- what

15 Kelly Finley says here, They flow into each other?


17 A From a timing standpoint, yeah. The idea

18 was, you know, the agenda said they were going to

19 speak first, so we're speaking second. This

20 information I could tell you that they had requested

21 information from us to say -- I just remember a

22 specific request about information for their

23 presentation, which was, MBS, can you tell us are

24 there other districts out there that operate amenity

25 centers. And we said there's a lot of them. So we



1 sent over a list of districts that operate amenity

2 centers.

3 Q Have you ever worked on a transaction

4 where a community development district purchased

5 amenities properties similar to this?

6 A I'm working on one right now.

7 Q Which one is that?

8 A We're engaged by the Bonterra Community

9 Development District.

10 Q How do you spell that?

11 A B-o-n-t-e-r-r-a.

12 Q What part of the state is that?

13 A It's either north Miami or south Broward.

14 Q Who is the developer?

15 A The developer is exiting the community but

16 there are a couple of developers. Lennar was

17 involved and also somebody called CC Devco was

18 involved.

19 Q Is that the developer that's exiting the

20 community?

21 A Yes.

22 Q Did that transaction involve a club plan?

23 A It involves a club plan. It's an ongoing

24 transaction.

25 Q Does that club plan have a club membership



1 fee?

2 A Yes.

3 Q What stage is that transaction?

4 A The initial due diligence, just starting

5 to look at it, but there are a number of Lennar

6 districts that we did not work on that did

7 acquisitions very similar to the one being proposed

8 by Poinciana.

9 Q When you say Lennar districts, you're

10 talking about community development districts which

11 were sponsored by Lennar when they were initially

12 created?

13 A Yes, and the assets were purchased from

14 Lennar.

15 Q In the Bonterra CDD transaction, is there

16 a club membership fee?

17 A Yes.

18 Q Is it the same type of club membership fee

19 that's defined and designed to be pure profit to the

20 developer?

21 A To be honest, we were just engaged. I

22 have not gotten a chance to start digging into the

23 documents. I haven't even requested the documents

24 yet.

25 Q When you say there are other Lennar



1 districts that had similar amenities plans that were

2 sold to the districts that you were not involved

3 with, who is the underwriter on those deals?

4 A A competing firm called FMS.

5 Q What districts are you referring to?

6 A I'd have to get you a list. I don't know

7 them off the top of my head.

8 Q You'd have to do what?

9 A I'd have to get -- you'd have to request

10 it and I'll have my people get it for you. I just

11 don't know the names off the top of my head since

12 they weren't our clients.

13 Q I thought you said you'd have to get the

14 OS.

15 A No.

16 Q Is that what you said?

17 A No. Although I could get you the OS. I'm

18 just saying if you request it from me I will send you

19 the names.

20 Q Okay. I'm requesting it from you.

21 MR. WAECHTER: What exactly do you want?

22 MR. ANDERSEN: He referred to Lennar

23 districts that FMS was the underwriter on

24 transactions where Lennar sold amenities to community

25 development districts where Lennar had previously



1 owned the amenities under a club plan.

2 Q (BY MR. ANDERSEN) Is that accurate, Mr.

3 Mulshine?

4 A Yes. That's an accurate statement. And

5 obviously I know about the Villages transactions but

6 I did not work on those either. MBS did not work on

7 those as well.

8 Q What's the timeframe of these transactions

9 that you're referring to with respect to Lennar

10 districts?

11 A Various over the past five years.

12 Q Would you please look at Exhibit

13 Number 154-27, which is a Friday, March 11, 2016,

14 email from you to Mr. Osterman. Do you see that?

15 A Yes.

16 Q Is that a true and correct copy of the

17 email and attachments that you sent to Mr. Osterman

18 on that day?

19 A Yes.

20 Q Could you explain to me what the

21 attachment is, which I believe has the title

22 Poinciana Model 2016 All Schedules.pdf.

23 A I believe the context of that was

24 Mr. Osterman asking me when he was going to propose.

25 I don't know if this is before or after he was hired



1 as part of EFG. He asked me if I could send him

2 information on the system, including the revenues of

3 the system.

4 Q Okay. And so the email that you sent

5 describes nice talking to him today. Do you recall

6 you had a conversation with him on March 11, 2016?


8 A I don't recall, but I'm sure I did. You

9 know, we would talk.

10 Q (BY MR. ANDERSEN) And do you believe that

11 this was at the time that this was making a proposal

12 to the districts to be the valuation consultant?


14 A As I say, I don't know the dates, so I

15 don't know if this was before or after. I don't

16 know.

17 Q (BY MR. ANDERSEN) Okay. And it says, I

18 have enclosed the revenue models for the Solivita

19 club membership.


21 A Uh-huh. Yes.

22 Q (BY MR. ANDERSEN) Do you see where you

23 say, You can also learn more on the website link

24 below, and it references a solivita.com website?




1 A Yes.

2 Q (BY MR. ANDERSEN) Have you been to that

3 website?

4 A I'm sure I've looked at it before, yes.

5 Q Do you know who that website belongs to?

6 A I figured it was either the HOA or AV

7 Homes, but I just remember in general when Howard was

8 going to get engaged he wanted to understand what

9 kind of assets were there, what kind of revenues were

10 there in consideration.

11 Q Okay. And then can you kind of walk me

12 through the attachment and just explain each page.

13 A I -- honestly, it's very tough to read

14 these the way they were copied. But it looks like a

15 reconciliation of accessible units or units that are

16 online with the system.

17 Q That's the first page?

18 A Yeah.

19 Q And then the second page says, Solivita

20 asset list?

21 A I honestly don't know what this list is.

22 Q Okay. Do you believe that that is the

23 list of the real property assets that are being sold

24 or proposed to be sold from after vary properties to

25 the districts?




2 A Honestly, I couldn't tell you because I

3 never had a full -- I never sat down to study a full

4 list of the assets because that was somebody else's

5 scope.

6 Q (BY MR. ANDERSEN) Okay. And then Page 3

7 is the familiar page we've seen before on the bond

8 sizing document that Ms. Mossing created, right?

9 A Right.

10 Q And then Page 4 appears to be some numbers

11 relating to the club membership fees.

12 A Uh-huh.

13 Q Is that right?

14 A That's what it appears to be. It appears

15 to be a list of homes by neighborhood and what they

16 pay.

17 Q Okay. And that continues on to Page --

18 A The next page.

19 Q -- 5?

20 A Yes. And 6.

21 Q And 6. And 7?

22 A Uh-huh.

23 Q And 8. And then Page 9 where at the top

24 it says, Scenario 3, net of discounts and collections

25 at 6 percent, would you describe that as another



1 version of a bond sizing?

2 A Yes, I would.

3 Q So am I correct that Ms. Mossing created

4 this document, this attachment to the email that you

5 sent?

6 A I'm sure she --


8 A -- compiled the bond sizing. I'm not sure

9 she compiled that list. I just don't know if she

10 compiled that list of units by neighborhood.

11 Q (BY MR. ANDERSEN) Okay. But you would

12 agree that at the very least she included that list

13 of units by neighborhood in this PDF attachment that

14 you sent to Mr. Osterman?


16 A Right. And I'm sure Mr. Osterman

17 requested -- I remember him requesting and saying,

18 can you send me any information you have on the

19 system.

20 Q (BY MR. ANDERSEN) Okay. So you were

21 giving him all of the data and information that your

22 firm had been using on this issue?

23 A Yes. So he could do his work or decide if

24 he was going to get hired or not, so . . .

25 Q And do you have a recollection of



1 discussing with him the objective that's in the bond

2 sizing there? I think it's on Page 3.

3 A No, I don't and I wouldn't, to be honest.

4 Q What do you mean by you wouldn't?

5 A Because I've known Howard for a long time

6 and I know he wouldn't take -- you know, Howard does

7 his own work and he doesn't -- you know, he's the

8 valuation guy and I understand that and I respect it.

9 Q Okay. So I'm going to ask you to look at

10 Exhibit 154-28.

11 A Okay.

12 Q It's another meeting appointment for

13 March 13, 2016. Do you see that?

14 A Yes.

15 Q Do you recall participating in a meeting

16 with Mr. Harder on that date?

17 A You know, I remember calls with them.

18 Q That would have been two days after you

19 sent the schedules to Mr. Osterman --

20 A Right.

21 Q -- that are marked as Exhibit 154-27?

22 A Right.

23 Q I believe that that casino972@gmail, is

24 that Mr. Osterman's email address?

25 A I believe it is.



1 Q Is that a true and accurate copy of a

2 meeting invitation that you participated in?

3 A Yeah.


5 154-29.

6 A Okay.


8 email that you sent on March 14, 2016?

9 A Yes.

10 Q Was that a suggestion that you were making

11 to Tony Iorio as to what should be presented at the

12 March 30th meeting?

13 A I frankly think the context of this was

14 more an introduction. As I say, Howard and Scott

15 before, you know, when they were working on this

16 requested certain information, so I was just

17 facilitating them getting that information.

18 Q Where it says, Within the context of the

19 board's objectives, who is it that provided that

20 objective?


22 A I honestly don't remember. I know there

23 were some meetings and I don't know if this was

24 before or after the workshop. Any time I had been in

25 with a board member they wanted to stabilize the



1 rates; that was the most important thing. They had

2 wish lists for improvements, so I took those as

3 objectives to stabilize or reduce the rates and get a

4 lot of improvements out of it.

5 Q (BY MR. ANDERSEN) Is it your position on

6 March 14, 2016, the Poinciana and Poinciana West

7 Community Development District board objectives were

8 to stabilize the amounts paid by residents to

9 generate 12 million in improvement funds and to

10 prudently operate the system, including plans for

11 renewal and replacement of assets?

12 A That would be me making an assumption. I

13 did not have it specifically, and I don't know if

14 there was a board action on what their specific

15 assumptions were.

16 Q Were those your ideas those objectives?

17 A No. Those are just me relaying what I

18 thought I was taking as a message that's important to

19 that board. It was very clear to me that when we

20 discussed it with the district manager that if the

21 rates had to increase to acquire they had no interest

22 in looking at it. And so I was just basically

23 stating it's very important to stabilize and reduce

24 the rates and they all want their improvement plans

25 to be done.




2 Exhibit 154-30.

3 A Okay.


5 meeting appointment that occurred on March 15, 2016.

6 A Yeah, a conference call, yes.

7 Q And you participated?

8 A I don't know if I did or not. I know I'm

9 listed as a participant. I probably did. I didn't

10 participate in all the calls that were set up.

11 Q May I ask you to look at Exhibit 154-31.

12 Is that a true and accurate copy of an email that you

13 received on March 17, 2016, with its attached email?

14 A Correct. Yes.

15 Q Did you, in fact, participate in a call on

16 Monday?

17 A I do not know.

18 Q You just don't remember?

19 A I just don't remember, yeah.


21 Exhibit 154-32.

22 A Yes.


24 email that you sent on March 18, 2016?

25 A Yes.




2 Exhibit 154-33. I believe it's the same email but it

3 has the attachments, and I'd like you to look at the

4 attachments and confirm that those are the

5 attachments that you attached to this email on

6 March 18, 2016.

7 A Okay. Yes.

8 Q And those emails are accurate as well?

9 A Yes.

10 Q Okay. And so looking back at 154-32, in

11 your email the first thing you say is, Joe, I think

12 that we are okay for now. And it appears that that

13 was in response to his email from earlier that day

14 where he says, I jumped on around 11:10-11:5 and

15 caught most of the discussion, but let me know if we

16 need to talk about anything. If not, have a good

17 weekend. Is that right?


19 A Yes.

20 Q (BY MR. ANDERSEN) Were you responding to

21 him?

22 A Was I responding?

23 Q In that first line you were responding to

24 Joe?

25 A I'm sure I'm responding. I don't know if



1 it's an email or a call or whatever, so . . .

2 Q Okay. Well, and then you wrote to Tony

3 Matt and Gary. And that's Tony Iorio, Matt Orosz and

4 Gary Shullaw; is that right?

5 A Yes.

6 Q And you said to them, I have known

7 Fishkind and Osterman for 30 years. Both take a cash

8 flow approach and provide a great explanation why

9 bricks and mortar are irrelevant. Were those your

10 words?


12 A Yes.

13 Q (BY MR. ANDERSEN) Is it true that Tony

14 Iorio and Matt Orosz and Gary Shullaw were insisting

15 on using a valuation expert that took a cash flow

16 approach?

17 A I don't know what they were -- I really

18 don't know what they were insisting upon.

19 Q Well, is it -- would you agree that AV

20 refused to use a valuation method that used a

21 traditional bricks and mortar appraisal?


23 A Honestly, that would be a question for

24 district counsel and district manager because they're

25 the ones that hire and fire, you know, consultants.



1 I didn't, you know -- I didn't have a role in that.

2 Q (BY MR. ANDERSEN) What were you referring

3 to when you said that they provide a great

4 explanation as to why bricks and mortar are

5 irrelevant?

6 A Well, I've seen the work that both of them

7 have done and they've done great work in valuing

8 systems and taking a look at making sure the assets

9 are in working order but making sure the assets can

10 be acquired within the cash flow parameters set forth

11 by a political body. You can't lose track of that,

12 so . . .

13 Q What do you mean you can't lose track of

14 that?

15 A Well, because if you pay -- for instance,

16 any utility system in the country, if you paid the

17 replacement cost of the utility system you'd be

18 paying a lot more than the cash provides and

19 therefore cash could support and therefore you'd have

20 to raise rates tremendously. I'm just saying that

21 both of them keep a very good eye on what's needed to

22 kept rates down to the customer.

23 Q Isn't it true that an amenities purchase

24 is very different than a utilities system purchase?

25 A In what way? It's different assets,



1 but --

2 Q Wouldn't you agree that a utility system

3 purchase has a continuing revenue after the purchase

4 price because the local government unit is going to

5 continue to operate the utility?

6 A I think a recreational facility also has a

7 continuing cash flow stream by virtue of the club

8 plan.

9 Q Well, not in this case, though, because

10 the club plan is being terminated, right?

11 A Right.

12 Q That's a condition of the sale agreement.

13 A Right. But if the customer could reduce

14 their rate from what they'd otherwise have to pay

15 under a club pay program under a private ownership,

16 if I was a resident I would take that as a good

17 thing. I'd rather pay Poinciana CDD less money than

18 paying a private company more money under a club

19 plan.

20 Q So you're for the less money option?

21 A I'm for the customer paying as little as

22 he can.

23 Q Well, wouldn't that call for using a

24 bricks and mortar approach?

25 A I don't believe so.



1 Q Well, wouldn't it result in a customer

2 paying much, much less if a bricks and mortar

3 approach was used in this case?


5 A You're making an assumption that AV Homes

6 would sell it for less, which is a very dangerous

7 assumption. You're also making an assumption that

8 other parties wouldn't pay a lot more for this, which

9 is a very dangerous assumption.

10 Q (BY MR. ANDERSEN) Are you aware of any

11 other parties or any communications with anyone else

12 who was interested in buying these amenities?

13 A No.

14 Q Isn't it true that there is no third-party

15 purchaser that's ever communicated with AV Homes

16 about purchasing these amenities?


18 A Say that question again.

19 Q (BY MR. ANDERSEN) Have you had

20 discussions with AV Homes about the concept of a

21 third-party purchaser buying the amenities?

22 A No.

23 Q Have you had discussions with anyone about

24 that?

25 A I've had discussions with people about



1 what the amenities might be worth if they were sold.

2 Q Who were those discussions with?

3 A Institutions that buy apartment complexes

4 and buy real estate.

5 Q Were you asked to see if you could market

6 those to those institutions?

7 A No.

8 Q Why did you have those discussions?

9 A Because we actually had another developer

10 asking us about values of rec facilities. It was in

11 the context of another deal.

12 Q Is that the one that you referred to

13 earlier?

14 A No. It was another transaction with

15 somebody who had private facilities.

16 Q Pardon me?

17 A It was -- that was -- it's a totally

18 separate situation with a private rec facility. We

19 didn't have conversations on Poinciana. We had about

20 another facility located in the state.

21 Q What state?

22 A State of Florida.

23 Q What private rec facility?

24 A At the time it was called Monterra.

25 Q Where is that?



1 A Miami.

2 Q Who is the developer?

3 A The developer is gone. The original

4 developer -- the original developer was Tousa

5 (phonetic) out of Greece. They're now defunct. Then

6 it was eventually purchased by Carr, James Carr.

7 Q Who owns the private rec facility?

8 A I honestly don't know. That was a while

9 ago, so I don't know who owns it today. It's either

10 the developer, the HOA or the CDD. I don't know

11 which one owns it.

12 Q Did you all participate in that

13 transaction or no?

14 A No. We participated in other bond

15 transactions for them.

16 Q Is that a deal that that other outfit that

17 you referred to handled?

18 A I don't know. I don't know.

19 Q Do you know whether that was financed with

20 bond proceeds?

21 A I don't know. I don't know.

22 Q How long ago was it?

23 A Oh, I was asked four or five years ago

24 about that one.

25 Q So in the context of that discussion there



1 was some discussion about what the Poinciana rec

2 facilities might be worth. Is that what you're

3 saying?

4 A No. A general discussion about rec

5 facilities subject to a club plan would be worth.

6 Q What was the answer?

7 A They'd be worth the cash flow divided by a

8 cap rate.

9 Q What cap rate?

10 A At the time what I discussed with the

11 institution the cap rates were around 4 to 5 percent.

12 Q What were those based on?

13 A What do you mean what were those -- based

14 on the market. Apartment complexes buy and sell

15 every day. The only point I'm making to you is it

16 would be a very foolish assumption to think there

17 aren't other institutions out there that would pay a

18 big price for the cash flow generated by the system.

19 That's all.

20 Q Did you have any discussions with any

21 third parties that were interested in buying these

22 amenities?

23 A No.

24 Q Do you know whether Avatar Properties or

25 AV Homes has had any discussions with any third



1 parties that might be interested in buying these

2 amenities?

3 A No. And that's something confidential I

4 wouldn't even ask them about.

5 Q Do you believe that was a scare tactic

6 used to scare the residents into thinking they might

7 sell into a different third-party entity?


9 A I have zero reason to believe that that's

10 a threat or incorrect. I have zero reason to

11 believe, but we don't represent AV Homes, so I don't

12 know what they're doing.

13 Q (BY MR. ANDERSEN) Could you take a look

14 at Exhibit 154-34.

15 A Yes.


17 conference call --

18 A Yes.

19 Q -- appointment in which you participated?

20 A Correct.

21 Q Could you please look at Exhibit 154-35.

22 A Okay.

23 Q Is Exhibit 154-35 a true and accurate copy

24 of an email that you sent on March 18, 2016?

25 A Yes.



1 Q Please look at Exhibit 154-36. Is that a

2 true and accurate copy of an email that Tony Iorio

3 sent to you on March 21st, 2016?


5 A Yes.

6 Q (BY MR. ANDERSEN) Do you know what Tony

7 Iorio meant or what was your understanding of what

8 meant when he said, I have not spoken with Hank yet.

9 This will not be good?


11 A Honestly, I have no idea.

12 Q (BY MR. ANDERSEN) Is Exhibit

13 Number 154-37, the next exhibit, a true and accurate

14 copy of an email that you received from Tony Iorio on

15 March 21st, 2016?


17 A Yes.

18 Q (BY MR. ANDERSEN) I ask you to look at

19 Exhibit 154-38.

20 A Yes.

21 Q Is that exhibit a true and accurate copy

22 of an email string that your firm produced in this

23 case?

24 A Yes.




1 that a true and accurate of an email that your firm


3 A Yes.


5 A Okay. Yes.

6 Q Was there a time when Rhonda Mossing

7 worked for Gary Moyer?

8 A I don't know if he worked for her or if

9 she had -- it was my understanding that she had a

10 financial company, he had a management company, and

11 his company engaged her company to do the financial

12 statements for some districts back in the '70s and

13 '80s.

14 Q So Rhonda goes back further with Moyer

15 than you do; is that correct?

16 A Yes, she does. She goes back to the 1970s

17 with Moyer.

18 Q How far back do you go with Moyer?

19 A Well, I probably met him when I first

20 started working in this industry sometime in the late

21 1980s, but I just haven't worked with Gary just that

22 much because I'm just not regionally in his area.

23 Q And is that exhibit that you're looking

24 at, 154-40, a true and accurate copy of the emails --

25 A Yes.



1 Q -- that they purport to be that your firm


3 A Yes.


5 Q (BY MR. ANDERSEN) I'd ask you to look at

6 Exhibit 154-41.

7 A Yes.

8 Q It's a one-page email. Is that an email

9 that you sent on March 29, 2016?

10 A Yes.

11 Q Was Mr. Iorio considering changing bond

12 counsel at that time?

13 A You know, I imagine he was just asking me

14 my opinion of it. And given the existing documents

15 and everything I was just giving him my opinion it

16 would be very difficult to change at this point.

17 Q Were you trying to convince him to keep

18 the bond counsel the same?

19 A No. I just wanted him to be aware of the

20 point, including the fact that we have to get a

21 bondholder consent which is very difficult to get in

22 the first place to move forward with the transaction.

23 And so I was just making sure he understood

24 everything.

25 Q Do you have that bondholder consent as we



1 sit here today?

2 A Yes. We have a bond -- I don't know if

3 it's expired now, but I know we received it months

4 and months ago.

5 Q Prior to the validation?

6 A Yes.

7 Q And that's from the holders of the bonds

8 of other bond issues that are issued by either

9 Poinciana Community Development District or Poinciana

10 West Community Development District?

11 A Correct. I forget. It's one of the two

12 districts, one of the bondholders. And it's not a

13 right to stop them from issuing debt. It's just on a

14 parity basis. So we just wanted to get that

15 bondholder to consent, which they did.


17 A Uh-huh.


19 emails that they purport to be that were produced by

20 your ever in this case?


22 A Yes.

23 Q (BY MR. ANDERSEN) Did I say 42?

24 A You said 42.

25 Q Okay. Good. Then I'm going to the next



1 exhibit, 154-43. Is that a true and accurate copy of

2 an email that you sent on April 15, 2016?

3 A Yes.


5 that a true and accurate copy of an email that you

6 sent on April 27, 2016?

7 A Yes.


9 A Yes.

10 Q Is that a true and accurate of an email

11 string that you received on May 9, 2016, that your


13 A Yes.

14 Q I'd ask you to look at Exhibit 154-46. Do

15 you recall receiving this copy of this letter from

16 EFG to Poinciana Community Development District Board

17 of Supervisors dated June 7, 2016?

18 A I don't specifically remember receiving

19 it, but if it's in my file I did receive it.

20 Q And is that a true and accurate of the

21 document that was in your file?

22 A Yes.


24 Exhibit 154-47.

25 A Okay.




2 email that you sent on July 3rd, 2016?

3 A Yes.


5 Number 154-48, which is a two-page document. It's

6 got a July 8th email on the top from Rhonda Mossing

7 and then the second page is an email from Mike Eckert

8 dated July 8.

9 A Okay.


11 email string that you received on July 8, 2016?

12 A Yes.


14 that a true and accurate copy of an email string that

15 you received on July 8, 2016?

16 A Yes.


18 that a true and accurate of the emails that they

19 purport to be produced by your firm in this case?

20 A Yes.

21 Q Okay. So now I'm going to take -- that's

22 the end of Exhibit -- the composite exhibit, 154. I

23 just want to confirm that everything in 154 are the

24 documents that you described earlier that your firm

25 maintains during transactions such as this pursuant



1 to the regulatory requirements.

2 A Yes.

3 Q Do you need to take a break?

4 A Huh-uh. I'm just getting water. Go ahead

5 and keep talking.


7 Exhibit 155-51, Composite Exhibit 155, and the first

8 exhibit in there which is Exhibit 51.

9 A Okay.


11 emails that they purport to be produced by your firm?

12 A Yes.

13 Q Looking at Exhibit 155-52, is that a true

14 and accurate copy of the July 13, 2016, email from

15 Scott Harder to Rhonda Mossing that your firm



18 A Yeah.

19 Q (BY MR. ANDERSEN) Looking at

20 Exhibit 155-53, is that a true and accurate of the

21 July 13, 2016, email from Rhonda Mossing to Scott

22 Harder with the attached email string that your firm


24 A Yes.




1 and accurate copy of the email that Ms. Mossing

2 received from Scott Harder on July 13, 2016, that

3 your firm produced in this case?

4 A Yes. I'm sorry, yes.



7 Exhibit 155-55, is that a true and accurate copy of

8 the email and attachments that Ms. Mossing received

9 from Scott Harder on July 13, 2016?


11 A Yes.


13 Exhibit 155-56, is that a true and accurate copy of

14 an email that Ms. Mossing sent to Scott Harder on

15 July 16, 2016?

16 A Yes.


18 and accurate copy of the email that Mr. Harder sent

19 to Ms. Mossing and the attachments there to that your



22 A Yes.


24 Exhibit 155-58, at the bottom there's a July 13th

25 email from Scott Harder to Rhonda Mossing and it



1 says, I received this from Tony and Kraig. A little

2 off from Joe's.

3 A Yes.

4 Q Do you know what she's referring to?


6 A Well, first of all, I'm trying to think

7 who Joe is.

8 Q (BY MR. ANDERSEN) Pardon me?

9 A First off, I have to think of who Joe is.

10 I don't know who Joe is. But looking at the document

11 attached it's a number of units that are within

12 Solivita. So I'm sure what she's saying is it's off

13 from somebody else's schedule and she needs to

14 reconcile it.

15 Q Are you looking at 155-58?

16 A I'm looking at 57. Okay.

17 Q Actually I'd like you to look back at 57.

18 A Okay.

19 Q You were trying to figure out who Joe,

20 Tony and Kraig are. Do you know who they are?

21 A Well, she says, A little off from Joe's.

22 I received this from Tony and it's a bunch of numbers

23 which is unit counts, I'm assuming the number of

24 units in each area. So she said, I received from

25 Tony and Kraig. That means I'm thinking that she got



1 that from Tony and Kraig and the numbers are

2 different from Joe's.

3 Q Well, actually Scott Harder received it

4 from Tony and Kraig, right?

5 A Okay. So Scott got it. Never mind. I

6 thought you said this was from Rhonda.

7 Q So 155-57 Tony is Tony Iorio. Would you

8 agree?

9 A I'd agree.

10 Q Kraig is someone else with AV Homes --

11 A That's the only assumption --

12 Q -- is that right?

13 A I would make that assumption, but I don't

14 know.

15 Q Do you know a Kraig at AV Homes?

16 A Not off the top of my head. I don't know

17 Kraig at AV Homes.

18 Q Okay. How about Joe? Do you know who

19 he's with?

20 A Well, Joe -- there's a Joe Covelli who's

21 an attorney that works with AV Homes, but I don't see

22 him having anything to do with the methodology or

23 unit counts. So that's why I don't know who's unit

24 she is off from.

25 Q Okay.



1 A I'd imagine Joe could also be somebody who

2 works for -- it looks like the context of what

3 they're trying to do is Rhonda is trying to help

4 Scott Harder reconcile the number of units between

5 the records that were provided by AV Homes, i.e.,

6 Tony. And when you say a little off from Joe's, that

7 would mean the district's because the district

8 maintains assessment rolls. So I'm sure there's some

9 Joe at the district level somewhere working for

10 either Gary or Fishkind or, you know, one of those

11 people who were maintaining the assessment rolls.

12 That would be my guess.

13 Q Would that be Joe MacLaren?

14 A It could be Joe MacLaren. He works for

15 Fishkind.

16 Q Is that your best guess?

17 A That's my best guess, final answer.

18 Q All right. So now looking at

19 Exhibit 155-58, same email chain but it's got one

20 more email and Rhonda Mossing attaches the Poinciana

21 CDD amendment to Series 2012A supplemental

22 methodology. Do you see that?

23 A Yes. Yes, I see that.


25 email that Rhonda Mossing sent that your firm




2 A Yes.

3 Q Okay. I'd like you to look at

4 Exhibit 155-59.

5 A Okay.


7 email that Rhonda Mossing received from Scott Harder

8 on July 13, 2016, and that your firm produced in this

9 case?

10 A Yes.

11 Q I'd like you to look at Exhibit 155-60.

12 A Yes. I've got it.

13 Q Is that a true and accurate copy that

14 Rhonda Mossing sent on July 13, 2016?

15 A Yes.

16 Q I'd like you to look at Exhibit 155-61.

17 A Uh-huh.

18 Q And in this one Ms. Mossing attaches what

19 she calls the final report, quarterly.pdf.

20 A Yes.

21 Q Have you seen that before?

22 A I haven't looked at it before, but I know

23 what it is.

24 Q What is it?

25 A It looks like a quarterly disclosure



1 report that the district files on Emma (phonetic).

2 Q Is that a continuing disclosure report?

3 A Well, it says referencing the 2012 bonds.

4 So it would be a continuing disclosure report

5 required in accordance with the continuing disclosing

6 agreement with the district in 2012.

7 Q And is that a true and accurate copy of an

8 email with its attachments that Rhonda Mossing sent

9 to Scott Harder on July 13, 2016?

10 A Yes.



13 an email that you sent to Tony Iorio and a copy to

14 Rhonda Mossing on July 27, 2016?

15 A No. I think I was just copying an email

16 that I received from Tony.

17 Q Please explain that.

18 A I believe Tony sent a letter that he was

19 planning on sending to Tony and he had a question on

20 how some of the bonds work and I just clarified a

21 couple of things for him.

22 Q First of all, let me back up. At the top

23 this purports to be an email that you sent to Tony

24 Iorio and Rhonda Mossing on July 27, 2016.

25 A Right.



1 Q Do you believe that you did copy and paste

2 this text into an email and send that email on that

3 day?

4 A Yes.

5 Q Okay. So this is your email. But what I

6 hear you testifying is you don't believe you drafted

7 the text that's addressed to Mike, Howard and Scott;

8 is that right?

9 A Right. That's what I'm saying.

10 Q Okay. And who did draft this text?

11 A I think it's somebody from AV Homes.

12 Q And just a minute ago you said you thought

13 it was something that Tony Iorio drafted; is that

14 right?

15 A Well, I should just say somebody from his

16 office. I think it was probably drafted from

17 somebody from AV Homes.

18 Q Okay. And so you cut and pasted his draft

19 into your email and you sent it back to him?

20 A Yes.

21 Q Okay. And did you then maybe correct some

22 of the stuff that was related to bond -- to bond

23 numbers or bond issues? Is that what you're saying?

24 A No. He had -- I remember him asking,

25 saying this is our response but can you make sure



1 we're right on how O&M -- he wanted to confirm that

2 O&M is billed separate from the debt service and

3 things like that. So I was just basically answering

4 issues about the mechanics of the district again.

5 Q Okay. So would it be accurate to say that

6 you reviewed and cleaned up his draft to make sure it

7 was technically correct on bond related issues?

8 A I'd say I reviewed it to make sure it's

9 technically correct.

10 Q And then did you make some edits to it and

11 send it back to him?

12 A I don't believe so, but I may have, you

13 know, tried to change a word or something with it,

14 but I do not know.

15 Q So the concepts that are discussed in this

16 email are -- belong to AV Homes.

17 A Correct.

18 Q Is that correct?

19 A That's correct.


21 Q (BY MR. ANDERSEN) And they authored them

22 and sent them to you?

23 A Yes.

24 Q Okay. And so the consent that -- by the

25 way, Mike, Howard and Scott are Mike Eckert, Howard



1 Osterman and Scott Harder; is that correct?

2 A I believe so.

3 Q Okay. And they say they received a

4 valuation report the previous day from the district

5 counsel's office; is that correct?


7 A Yes.

8 Q (BY MR. ANDERSEN) Did you see that

9 valuation report that was sent on July 26, 2016?

10 A I don't know what day I saw or anything.

11 As I say, the context of this was just Tony or

12 somebody at AV Homes sending -- you know, saying

13 we're very upset, we're sending this letter, make

14 sure we're not saying something wrong. So I looked

15 at it and just sent it back.

16 MR. ANDERSEN: Mike, maybe you all could

17 get us a copy of the valuation report that was

18 provided from district counsel's office on July 26,

19 2016. Do you see that, whatever that valuation

20 report that's referenced there?

21 Q (BY MR. ANDERSEN) So this statement in

22 the middle of the page, would you agree that that's

23 attributable to AV Homes where it says, quote, Your

24 report is flawed and the underlying valuation is

25 totally unacceptable and inconsistent with your



1 standard position?

2 A Yes. That's obviously an AV position.

3 Q Okay. And then the first bullet point

4 under that where they say, The valuation report

5 reduces capital revenue by 33 million to provide

6 funds for future renewal and total replacement of

7 facilities, do you remember that issue being

8 discussed?


10 A No, I don't remember the specific -- I

11 just remember specifically they were upset and they

12 said, we're sending this letter, we may terminate

13 negotiations, but can you make sure we're -- got it

14 right on how to handle -- and that's why they were

15 interested in how does O&M get billed.

16 Q (BY MR. ANDERSEN) Okay. And so at this

17 point EFG was going to reduce capital revenue by 33

18 million to provide for renewal and replacement; is

19 that correct?


21 A I'm reading this. I don't have the

22 report, so I don't know. That's -- you're asking me

23 to speculate. I can read this language of what

24 you're saying, but I don't have the report in front

25 of me and I don't remember the report, so . . .



1 Q (BY MR. ANDERSEN) Okay. And really what

2 I'm asking you for is your memory of what was going

3 on July 27, 2016.

4 A Just looking at this email it refreshes my

5 memory that there was a time when the negotiating

6 team and AV Homes had reached some impasses over some

7 items and AV Homes said, we're going to send a letter

8 but we need to make sure we're technically correct,

9 could you review it, could you look at it, make sure

10 we're not saying anything wrong. And they just kept

11 on hounding me with questions on how does R&R get

12 billed in other systems.

13 Q Okay. And who was asking you those

14 questions?

15 A Tony.

16 Q Okay. And the big issue was if everything

17 was going to reduce the purchase price by 33 million

18 for reserve and replacement then AV Homes was out; is

19 that right?


21 A Well, the big issue was apparently AV

22 Homes didn't want them reducing the purchase price

23 for renew and replacement. But as I say, I wasn't

24 present in any of the negotiations between them and

25 Scott and Mike and all them, so I don't know what the



1 -- you know, I'm just reading this letter in the

2 context that I received it.

3 Q (BY MR. ANDERSEN) In the context of the

4 conversations that you were having with Mr. Iorio and

5 others at the time, right?

6 A Exactly.

7 Q Okay. Do you know how this got resolved?

8 A I really don't because, to be honest, I

9 kind of stayed away from it while the negotiating

10 team was working with them. And at some point they

11 came back and they said they think they have a deal.

12 Q So this was negotiation directly between

13 KB Homes and EFG group, Howard Osterman and Scott

14 Harder; is that correct?


16 A You know, Mike, yeah. I think -- and I

17 could be wrong. I don't know if Gary Moyer should

18 have been on there, but I just know I thought it was

19 Mike and EFG were kind of leading the negotiating

20 team. That was my assumption. As I say, I never

21 attended a meeting, so I wouldn't know.

22 Q (BY MR. ANDERSEN) And would you agree

23 with me that EFG ultimately conceded and agreed that

24 there would be $0 for reserve and replacement funding

25 in the purchase price?




2 A I can't comment on that. I don't know.

3 Q (BY MR. ANDERSEN) You don't know whether

4 they --

5 A I don't know if they conceded their point.

6 As I say, I just don't know.

7 Q Okay.

8 A I don't know how this was resolved. I

9 don't.

10 Q I don't think I asked you this already but

11 just to confirm, you did send this email on July 27,

12 2016, correct?

13 A It looks like I did, yes.


15 Exhibit 155-63. I just want you to confirm that

16 that's a true and accurate copy of a calendar

17 appointment dated August 2nd, 2016, between Scott

18 Harder and Rhonda Mossing that your firm produced in

19 this case.


21 A Yes.

22 Q (BY MR. ANDERSEN) And I'd ask you to look

23 at Exhibit 155-64. And can you confirm that that is

24 an email string which you last forwarded on August

25 3rd, 2016, to Rhonda Mossing, Mike Eckert and Gary



1 Moyer?

2 A Well, you just said -- you just said --

3 which number -- or we're dealing with 64? I'm out of

4 order here. All right.

5 Q Yeah. 155-64.

6 A Okay.

7 Q Can you confirm that's a true and accurate

8 copy of the email string that it purports to be?

9 A Yes.

10 Q And you sent that email on August 3rd,

11 2016?

12 A Yes.

13 Q And then I'd ask you to look at

14 Exhibit 155-65. Can you confirm that that's an email

15 that you sent on September 2nd, 2016, and it's a true

16 and accurate copy?

17 A Yes.

18 Q You used the term "pathetic." Was that

19 just in reference to the meetings getting delayed?

20 A We just could never seem to get a meeting

21 together and I just take a lot of -- I'm just

22 sensitive to interest rate exposure that we've all

23 been -- that we've all been subject to it for the

24 last year and a half. So I get frustrated when

25 meetings get canceled.



1 Q Okay. So we've completed composite

2 Exhibit 155, which is Sub Exhibits 51 through 65.

3 Can you confirm that all of those are documents that

4 you described earlier that your firm maintains and

5 keeps copies of because you're required to keep them

6 pursuant to regulatory reasons?

7 A Sure, yeah.

8 Q That's accurate?

9 A Yes.

10 Q Okay. I'm moving on to Exhibit --

11 Composite Exhibit 156. Can you please confirm that

12 Exhibit 156-66 is a true and accurate copy of an

13 email that you received from Scott Harder on

14 September 27, 2016?

15 A Yes.


17 Q (BY MR. ANDERSEN) And looking at

18 Exhibit 156-67, can you please confirm that that is a

19 true and accurate copy of an email that you received

20 from Lindsay Whelan on September 27, 2016?


22 A Yes.

23 Q (BY MR. ANDERSEN) Can you please look at

24 Exhibit 156-68. Can you confirm that that's an email

25 chain that you sent on September 27, 2016?



1 A Uh-huh. Yes.

2 Q And that's -- and it's a true and accurate

3 copy?

4 A Uh-huh. Yes.


6 Q (BY MR. ANDERSEN) Please look at

7 Exhibit 156-69. Is that a true and accurate copy of

8 an email that you sent on September 27, 2016?

9 A Yes.


11 true and accurate copy of an email that you sent on



14 A Yes.

15 Q (BY MR. ANDERSEN) Please look at look at




19 A Yes.



22 an email string that you received from Scott Harder

23 on September 27, 2016?

24 A Yes.







4 A Yes.

5 Q Please look at Exhibit 156-74.

6 A Okay.


8 email that you received from Rhonda Mossing on



11 A Yes.



14 the emails that they purport to be that were received

15 by Rhonda Mossing on September 29, 2016, and produced

16 by your firm in this case?

17 A Yes.


19 true and accurate copy of an email received by -- or

20 sent by Rhonda Mossing to Scott Harder on

21 September 29, 2016, and produced in this case by your

22 firm?

23 A Yes.


25 true and accurate copy of an email from Rhonda



1 Mossing to Scott Harder on September 29, 2016, and

2 that was produced by your firm in this case?

3 A Yes.


5 true and accurate copy of an email that Rhonda

6 Mossing received from Scott Harder on September 29,

7 2016, and that has been produced by your firm in this

8 case?

9 A Yes.


11 true and accurate copy of an email that Rhonda

12 Mossing sent to Scott Harder on September 30, 2016,

13 and that is -- has been produced by your firm in this

14 case?


16 A Yes.



19 an email that you sent on October 2nd, 2016?

20 A Yes.



23 October 4, 2016?

24 A Yes.

25 Q Did you produce in this case the text



1 messages that you sent between you and Tony Iorio?

2 A I don't believe I did. I don't know.

3 Q Could you just retain those and print them

4 and send them to us after the deposition?

5 A If I can -- let me see if I can make a

6 record of them.

7 Q Okay. Thanks. And I guess if you needed

8 any technical expertise and help in getting that I

9 could get a person to you that could help you do

10 that.

11 A Sure.

12 Q But the important thing would be to retain

13 them at this point. Is that agreeable?

14 THE WITNESS: John?

15 MR. WAECHTER: Yeah. You just want him to

16 maintain them at this point, right? You're not

17 asking for copies?

18 MR. ANDERSEN: Well, actually I'd like

19 copies, but if he can print or somehow produce the

20 text messages between he and Mr. Iorio or anybody

21 else involved with this deal, Harder, Fishkind, I

22 mean, Plenzler any of the district people certainly

23 we'd like Mr. Mulshine and Ms. Mossing to produce

24 their text messages that have to do with this case.

25 But equally important if they're not able to produce



1 them in some way is to retain them.

2 MR. WAECHTER: I understand.

3 MR. ANDERSEN: Fair enough.

4 MR. WAECHTER: Yes.

5 Q (BY MR. ANDERSEN) So I'd ask you to look

6 at Exhibit 156-82. Is that a true and accurate copy

7 of an email that you sent on October 4, 2016?

8 A Yes.

9 Q You were talking to Mike Eckert and Scott

10 Harder and you said, Both of you did a great job

11 today.


13 Q (BY MR. ANDERSEN) To what were you

14 referring?

15 A I just remember they had to do a

16 presentation to the board and they did a great job

17 answering questions and with the presentation. I

18 thought it was a concise, clear presentation.

19 Q Would that be the supplemental EFG report

20 being presented to the board?

21 A I don't know. I'd have to look at the

22 agenda.

23 Q Okay. Please look at Exhibit 156-83. Is


25 received from Rhonda Mossing on October 6, 2016?



1 A Correct.


3 A Uh-huh.


5 email that you sent on October 9, 2016?

6 A Correct. Yes.

7 Q Can you explain what this means when you

8 refer to an assessment revenue stream of 5,504,292?


10 A Can you tell me where you're speaking to?

11 Q (BY MR. ANDERSEN) In the first sentence

12 of that email, Exhibit 156-84.

13 A That must be referencing to an assessment

14 treatment that's driven by the -- based upon rates

15 that we were given to assume by the district. So

16 that would be the annual debt service.

17 Q Okay. Do you know whether they ever

18 changed the variables to reflect the 2017 rates?

19 A I don't think they did. I think the only

20 thing they've been changing the variables for are the

21 improvements. Like I say, we kind of dropped off in

22 interest rates every now and then. I believe they

23 said what's the impact of interest rates and we say

24 the price goes down when rates go higher.

25 Q So can you explain the points where you



1 say, Here are a few very important points for

2 discussion. You say, If the valuation report was at

3 70 million and you put the R&R on the O&M side, then

4 your valuation is going to increase to 81 million.

5 Can you explain that.

6 A I think there's two assessments here.

7 There's a debt service assessment and there's an O&M

8 assessment. I'm assuming in our conversations I was

9 just saying obviously we'd take it out of it. If

10 it's currently in the debt service side, so it's a

11 decrease to the debt service before we bond it and

12 you put it over on the O&M side, then the price is

13 going to go -- then the valuation is going to go up.

14 Q Because you're not accounting for reserve

15 and replacement?

16 A Right. Well, you're accounting for it.

17 You're accounting for it in the O&M function.

18 Q So in the O&M side you're collecting for

19 it in the future from the CDD residents?

20 A Right.

21 Q So you get a higher purchase price for AV

22 Homes today and you go ahead and just collect the

23 renewal and replacement fund from the residents in

24 the future?

25 A You get a higher -- you get a higher



1 bonded amount. Whether you use that for AV or you

2 use it for new projects is up to them. It's up to

3 the negotiating team.

4 Q And then you say down at the bottom, Mike

5 and Scott, obviously my analysis is based upon the

6 following assumptions. And the first one is that AV

7 Homes will accept 73 million, maybe 74 million.


9 Q (BY MR. ANDERSEN) Is that right? That

10 was one of your assumptions?

11 A Yeah, that's an assumption. Obviously

12 somebody in that room, either Scott or Mike, told me

13 that they said they'd take 74. So I say it would be

14 irrational in my mind for them not to take 73 or 74.

15 Q And then I just want to make sure I ask

16 you, can you confirm that this is a true and accurate

17 copy of an email that you sent on October 9, 2016?

18 A Yes.

19 Q I think --

20 A Exhibit 85 looks like the same exhibit as

21 84.

22 Q Yeah.

23 MR. ANDERSEN: Harold, is it the same?

24 MR. HOLDER: Let me go back and

25 double-check.



1 Q (BY MR. ANDERSEN) All right. I'm going

2 to move on to 156-86. Is that a true and accurate

3 copy of an email string that you sent on October 17,

4 2016?

5 A Right.

6 MR. HOLDER: 85 and 84 are the same.

7 Q (BY MR. ANDERSEN) So on October 17, in

8 that email, Exhibit 156-86, can you tell me why there

9 was a call to review EFG supplement before it was

10 released?

11 A Refreshing my memory by reading it, I

12 think it tells us why, which is to make sure Scott's

13 numbers -- if Scott is issuing a report and it's very

14 important for the board to hold current or decrease

15 the rates, by the time you transfer that over to

16 assessments we need to make sure that Scott's report

17 can be reconciled to Kevin Plenzler's report and

18 Rhonda's analysis of bonds and the tax roll. So we

19 just want to make sure we're dealing with the same

20 amount of units and everything.

21 Q And so it's accurate to say that all the

22 folks on this email received a preliminary copy of

23 EFG's report before it was final?


25 Q (BY MR. ANDERSEN) Is that correct?



1 A Well, it says prior to the release. So I

2 don't know if I've -- I don't think I had seen it

3 when this email went out.

4 Q Okay. Could you please look at

5 Exhibit 156-87.

6 A Okay.



9 A Yes.


11 A Okay.


13 email that you sent on October 18, 2016, with a

14 series of attachments?

15 A Yes.

16 Q So what did you mean when you said in that

17 email, We just need a nexus for the assessment

18 methodology that equals 3.8 million?


20 A What I mean by that was it was the

21 direction of the board that they wanted -- they

22 wanted everybody's rates to stay as they currently

23 are for each neighborhood, and the rates vary by each

24 neighborhood. So what we needed to do was be able to

25 apply assessment credits -- some form of assessment



1 credits, which that's the $3.8 million, so that we

2 could balance the assessments to where they all -- so

3 a neighborhood that's paying $65 gets to keep paying

4 $65 and another neighborhood that's paying 68 gets to

5 keep paying $68. That was the board's direction. So

6 we needed some kind of a documentation that could go

7 into the assessment methodology giving a reason to

8 apply that credit that AV Homes was giving up.

9 Q (BY MR. ANDERSEN) Okay. And so then

10 eventually I guess you all came up with a name for

11 that assessment credit. You call it the equalization

12 payment --

13 A Yes.

14 Q -- is that right?

15 A Yes.

16 Q Okay. And then Mr. Plenzler had never

17 used the term "equalization payment" in an assessment

18 methodology before. Do you know where he got that

19 term?


21 A I don't know.

22 Q (BY MR. ANDERSEN) Have you ever been

23 involved with a bond transaction where the assessment

24 methodology included something called an equalization

25 payment?



1 A No.

2 Q First time on that one?

3 A Well, there's always credits, but whatever

4 you want to call it. This one calls it an assessment

5 equalization credit.

6 Q Okay. Exhibit Number 156-89.

7 A Yes.

8 Q Can you please confirm that that is a true

9 and accurate copy of an email that you sent on

10 October 18, 2016 -- that was kind of hard to

11 follow -- but with the email string that's attached?

12 A Yes.

13 Q And Exhibit 157-90 (sic), can you confirm

14 that that is an email -- a true and accurate copy of

15 an email that you received on October 18, 2016?

16 A Yes.


18 Q (BY MR. ANDERSEN) Okay. And then we're

19 done with Exhibit -- Composite Exhibit 156. I just

20 want to confirm that with each one of those exhibits

21 that's part of Exhibit 156 that these are all emails

22 that your firm has maintained pursuant to the

23 regulatory requirement to keep all your emails with

24 respect to a transaction.

25 A Yes.



1 Q And that's something that you do in the

2 regular course of business for all of your

3 transactions; is that correct?

4 A Correct.

5 Q And now I just want to ask you a general

6 question about the exhibits we've looked at so far --

7 A Sure.

8 Q -- Exhibits 154, 154 and 155, 156.

9 They're all composite exhibits. And I think you

10 reviewed each email in each of those composite

11 exhibits and each attachment. Is it your

12 understanding that the information in those emails

13 was supplied by a person with knowledge of what they

14 were talking about in each particular email?


16 A Well, the only caveat I'd say to that is

17 you did reference some emails that came from some

18 people that are just assistants in the office. So

19 they were just passing along information. So they

20 wouldn't be -- they'd know very little about the

21 transaction.

22 Q (BY MR. ANDERSEN) Okay. But -- okay. So

23 -- and do you believe that each one of these

24 documents was sent contemporaneously with when the

25 people that sent them, whether you were the sending



1 party or receiving party, that they were sent

2 contemporaneously with when they were prepared by

3 those people?


5 A Yes.

6 Q (BY MR. ANDERSEN) Okay. I'm going to

7 look at Exhibit 157.

8 (Recess from 5:04 to 5:09 p.m.)

9 Q (BY MR. ANDERSEN) Will you please look at

10 Exhibit 157-91, Composite Exhibit 157.

11 A Yes.


13 email that you received on October 18, 2016?


15 A Yes.



18 an email --

19 A Yes.

20 Q -- that you received on October 18, 2016?


22 A Yes.

23 MR. ANDERSEN: What's the form objection?

24 MR. ALAO: Well, it was sent from Rhonda

25 Mossing. He received it. However there are -- it's



1 an email chain, isn't it? That's my objection.




5 A Yes.



8 on October 18, 2016?

9 A Yes.






15 A Yes.



18 an email that you received -- I'm sorry, strike that.

19 Is that a true and accurate copy of an

20 email that Rhonda Mossing sent to Scott Harder on

21 October 19, 2016, with a copy of the attachments

22 thereto that your firm produced in this case?


24 A Yes.

25 Q (BY MR. ANDERSEN) And I notice that you



1 were on the email at the bottom of the page, right?

2 A Yes.

3 Q Okay. And so the attachment is a -- is

4 that -- how would you refer to that attachment?

5 A A bond sizing.

6 Q Okay. Do they sometimes refer to that as

7 the numbers?

8 A The numbers, yeah. It could be the

9 numbers, yes.

10 Q Okay.

11 A That would be accurate.

12 Q So at this time October -- at this time,

13 October 18, 2016, when these numbers were run, the

14 anticipated purchase price was $73,700,000, right?

15 A Well, that's the number we were given.

16 Q And that's the number on the first page

17 there?

18 A Right. That's the number we were given.

19 Q Look at Exhibit 157-97. Is that a true

20 and accurate copy of an email that Rhonda Mossing

21 sent to Scott Harder on October 19, 2016, and that

22 your firm produced as a document in this case?


24 A Yes.





2 an email with an attachment that you received on

3 October 19, 2016?


5 A Yes.

6 Q (BY MR. ANDERSEN) Please look 157-99. Is


8 received on October 19, 2016, from Scott Harder?


10 A Yes.

11 Q (BY MR. ANDERSEN) Do you know why Scott

12 Harder was asking has this been sent to Fishkind?


14 A Which one are you talking about, 99?

15 Q (BY MR. ANDERSEN) Yes.

16 A Well, because, once again, just trying to

17 reconcile, Fishkind was working on a methodology

18 report and Scott was in charge --

19 Q Methodology?

20 A Yes. So I'm sure when he sends to

21 Fishkind he means to Fishkind the firm. During that

22 time period there was a lot of work to make sure we

23 were reconciling the assessments to Scott's

24 feasibility report.

25 Q And when you say Fishkind the firm, you



1 mean Kevin Plenzler, the person?

2 A That's my assumption here, yes.


4 A Yes.


6 calendar appointment for a phone call that occurred

7 on October 19, 2016?

8 A Yes.

9 Q And a true and accurate copy of the email

10 that's attached thereto?

11 A Yes.

12 Q Please look at 156-101.

13 A Okay.


15 email that Rhonda Mossing sent to Scott Harder on

16 October 19, 2016, and that your firm produced in this

17 case?


19 A Yes.

20 Q (BY MR. ANDERSEN) Please look at Exhibit

21 157-102. Is that a true and accurate copy of an


23 A Yes.

24 Q Please explain why you were recommending

25 engaging Hank for a broader scope report as you



1 describe in this email.

2 A Well, this is long before the acquisition,

3 and some of our discussion was should the district

4 build some of their own recreational facilities.

5 Q And at this time in October of 2015 that

6 was right after the meeting that you said didn't go

7 well, right?

8 A Yeah. And so one of the comments was

9 should we be building -- one of the issues that staff

10 thought about was should we be building our own

11 facilities. I don't believe that ever went anywhere.



14 sent on November 2nd, 2016?

15 A Yes.


17 A Yes.


19 email that you received on November 2nd, 2016?

20 A Yes.



23 November 18, 2016?

24 A Yes.





2 Exhibit 157-106.

3 A Yes.


5 email that Mr. Fishkind sent to Rhonda Mossing on

6 November 18, 2015 --

7 A Yes.

8 Q -- and that your firm produced in this

9 case?


11 A Yes.

12 Q (BY MR. ANDERSEN) Did you ever hear the

13 story about hiding behind the Christmas tree?

14 A You know, now that I see the email it's

15 kind of refreshing my memory that it was a crowded

16 meeting. So I'm just reading kind of between Rhonda

17 and Hank.


19 true and accurate copy of an email between Rhonda

20 Mossing and Scott Harder on November 6, 2016, that



23 A Yes.


25 157-108. Is that a true and accurate copy of an



1 email that you sent on December 6, 2016?


3 A Yes.



6 an email that you received from Scott Harder on

7 December 7, 2016?


9 A Yes.



12 an email that Rhonda Mossing sent to Kevin Plenzler

13 on December 19, 2016, and that your firm produced in

14 this case?


16 Q (BY MR. ANDERSEN) Along with all of its

17 email string attachments?

18 A Yes, it is.


20 Q (BY MR. ANDERSEN) Okay. So now we're

21 done with composite Exhibit 157. And I just want to

22 confirm that all of these emails are documents that

23 MBS maintained, kept copies of pursuant to the

24 regulatory requirement to keep everything that it has

25 relating to a deal.



1 A Yes.

2 Q Please look at Composite Exhibit 158.

3 A Yes.

4 Q And looking at Exhibit 158-111, is that a


6 on January 5th, 2017?

7 A Yes.




11 A Yes.




15 A Yes.




19 A Yes.




23 A Yes.







3 A Yes.

4 Q (BY MR. ANDERSEN) I'm sorry, is that --

5 that's not one that you received. My mistake.

6 A Oh. You're right.


8 email that Gary Shullaw sent to Rhonda Mossing of

9 your firm on January 5th, 2017, and a copy of which


11 A Yes.




15 an email that Mr. Shullaw sent to Ms. Mossing on

16 January 5th, 2017, and a copy of which your firm



19 A Yes.

20 Q (BY MR. ANDERSEN) Eight pages into that?

21 A Which one are we at now, 117?

22 Q Yes. I guess there's a January 4, 2017,

23 email from you to Tony Iorio and Gary Shullaw copy to

24 Rhonda Mossing.

25 A January 4?



1 Q Yes.

2 A Okay.

3 Q What is it that is driving you to say that

4 in order to fund the contracted purchase price plus

5 11 million the project needs to be funded with just

6 under 81 million?


8 A I think what I'm saying there is we need

9 81 million in proceeds if we're going to get the

10 contracted purchase price plus the 11 million.

11 Q (BY MR. ANDERSEN) Okay. And that

12 objective is what -- is that the reason why at this

13 time they decided to use a wraparound structure?

14 A I think they were just using the

15 wraparound structure to keep assessments stable on

16 the lots that they're going to continue to own.

17 Q Could you please explain the wraparound

18 structure.

19 A Wraparound structure means if you have

20 existing debt that's outstanding that matures in less

21 than 30 years you can issue debt that has low debt

22 service in the early years and then higher debt

23 service in the later years to wrap around the

24 existing structure thus creating one overall level

25 stream. I believe the district didn't want to use



1 this though.

2 Q So they rejected the wraparound structure?

3 A I believe they did.

4 Q Is that the way the deal sits today?

5 A I believe -- to my knowledge, yes.


7 A Yes.


9 email that you received from Gary Shullaw on

10 January 5th, 2017, with the attached email string?


12 A Yes.


14 Exhibit 158-119.

15 A Yes.


17 email that you received from Gary Shullaw on

18 January 5th, 2017 --

19 A Yes.

20 Q -- with the -- with its attachments?

21 A Yes.



24 Exhibit 158-120.

25 A Yes.




2 email that you received from Tony Iorio on

3 January 16, 2017?

4 A Yes.

5 Q Do you agree with the accuracy of the

6 statements that Mr. Iorio is making in this email

7 that's marked as Exhibit 158-120?


9 A I couldn't agree or disagree with him.

10 Q (BY MR. ANDERSEN) Well, did you read the

11 email when you got it?

12 A No. I'm just looking at it right now.

13 Q Are you saying that you didn't read it

14 back on January 16, 2017?

15 A I don't remember reading it back in 2017.

16 Am I supposed to be looking at the summaries and

17 takeaways?

18 Q I'll tell you what. Why don't you -- I'll

19 give you just a second to review the email and then

20 I'll ask you a few questions.

21 A Okay. Go ahead and ask a question.

22 Q Does reviewing this email refresh your

23 recollection of receiving it back in January of '17?

24 A Yeah, I probably received it. I'm sure --

25 yes. It's kind of ringing a bell, some of the stuff.



1 Q And is there anything in here that strikes

2 you as not being accurate at the time that it was

3 sent to you? Like do you disagree with the accuracy

4 of any of it?

5 A I couldn't, you know, talk of mold

6 proposals and whatever. I can't speak to the

7 accuracy of most of this stuff.

8 Q So in other words, you don't have -- you

9 don't know whether or not it's accurate?

10 A I don't know whether or not it's accurate.

11 Q But is there anything in here that you

12 know to be not accurate?


14 A Given that it's facts that he stated from

15 the meeting and some of his own opinion and thoughts,

16 I have no reason to disagree or say that this is

17 wrong.

18 Q (BY MR. ANDERSEN) So looking at the top

19 of the first page, who is Roger Kraig?

20 A He's an executive with AV Homes.

21 Q Okay. And Matt and Steve Orosz, they're

22 both with AV Homes as well, right?

23 A Yes.

24 Q Okay. Who is Dan Fitzpatrick?

25 A I don't know.



1 Q How about Kelly Finley?

2 A You brought her name up in another email

3 before that I believe she sent but I don't know. I

4 don't know.

5 Q Okay. How about Robert Cangien

6 (phonetic)?

7 A I don't know.

8 Q Can you -- at the top of the last page, it

9 says, ELM has done a tremendous job gaining the

10 board's confidence on the budget with the exception

11 of moving off the reserves used in EFG's valuation

12 report. Who is ELM?

13 A I believe he's referring to the people who

14 actually manage the facilities, the operator.

15 Q Evergreen Lifestyles?

16 A That makes sense. You're hitting me cold

17 with ELM but Evergreen Lifestyles would make sense.

18 I recognize the name Evergreen.

19 Q Okay. Do you agree that supervisor

20 Epstein was put in her place and clearly outnumbered

21 now by the rest of the board?


23 A You know, I don't even know if I attended

24 this meeting. So to say that's his opinion, I

25 wouldn't agree or disagree.



1 Q (BY MR. ANDERSEN) What do you think he

2 meant when he said, Failure is not an option?


4 A I just took it as he want to get this

5 done.

6 Q (BY MR. ANDERSEN) I'm going to ask you to

7 look at Exhibit 158-121.

8 A Okay.


10 email that you received on February 1st, 2017, with

11 the two attachments that are referenced?

12 A Yes.

13 Q Do you recall receiving this document from

14 Tony Iorio?

15 A I'm sure I did.

16 Q Do you believe there's anything in

17 Mr. Iorio's email that is not accurate?


19 A I don't -- nothing comes to my -- nothing

20 comes to my attention that appears to be inaccurate.

21 Q (BY MR. ANDERSEN) Do you see in the

22 summary and takeaways it says, MBS and PRAG still

23 must understand the financial intellect of the board

24 in their presentations and dumb it down to help them

25 understand?



1 A Okay.

2 Q Did you do that?


4 A No. I mean, we -- we -- when we give a

5 presentation on bonds it's a very complex topic and

6 sometimes people tell us that you need to, you know,

7 keep it a little simpler in the presentation, but

8 that's common.

9 Q (BY MR. ANDERSEN) So when you presented

10 to the Poinciana and the Poinciana West joint board

11 meeting, did you dumb it down to help them understand

12 it?


14 A I think he's saying that we didn't.

15 Q (BY MR. ANDERSEN) He's saying that you

16 did not?

17 A He says, MBS must still understand the

18 financial intellect of the board members in

19 presentations and dumb it down to help them

20 understand. So when he says they still must

21 understand, I kind of took that as we didn't do it or

22 something. I don't know. PRAG was making most of

23 the presentation so PRAG was presenting the financial

24 data at that point. I wasn't.

25 Q So when it -- if you look at the last two



1 pages of this exhibit there's these wrap debt service

2 rates for Areas 2 and 3.

3 A Uh-huh.

4 Q Was that part of your presentation?

5 A I think -- I think that PRAG presented

6 everything. I believe PRAG did the entire

7 presentation.

8 Q And was this the meeting where they

9 rejected the wrap debt service?

10 A I believe they rejected it for Areas 1 but

11 accepted it for Areas 2 and 3.

12 Q As we sit here today if the deal were to

13 go forward we would have wrap debt service for Areas

14 2 and 3?

15 A I believe that's what they're saying, but

16 obviously I've been focused on a lot of other deals

17 since this one has been stalled. If it ever gets

18 moving again I'll blow the dust off all this and

19 figure it out.

20 Q I'd like to you look at Exhibit 158-122.

21 A Okay.

22 Q Can you confirm that that's a true and

23 accurate copy of a calendar appointment for a phone

24 call from Scott Harder and Rhonda Mossing on February

25 3rd, 2017, that your firm produced in this case?




2 A Yes.


4 158-123. Can you confirm that that's a true and

5 accurate copy of an email that you received from

6 Kevin Plenzler on February 6, 2017?


8 A Yes.


10 Exhibit 128-124. Can you confirm that that's an

11 email that you received from Gary Shullaw dated

12 February 6, 2017?

13 A Yes.


15 Q (BY MR. ANDERSEN) I guess I need to go

16 back for just a second to Exhibit 120. I'm sorry.

17 A That's fine.

18 Q On Page 2?

19 A Yes.

20 Q In Paragraph 2 -- I'm sorry, it's

21 Exhibit 121.

22 A Okay.

23 Q Page 2, Paragraph 2, it says, Preliminary

24 assessment methodology. It says, Meetings held last

25 week with the supervisors to explain our position to



1 maximize the assessments so the transaction was not

2 jeopardized knowing the uncertainty of interest rates

3 and was again explained in detail on the floor by TI

4 needing flexibility to make the transaction work.

5 Were you aware of those meetings that were

6 -- happened a week before February 1st, 2017?


8 A I don't believe so. I don't know what

9 meetings you're referencing.

10 Q (BY MR. ANDERSEN) Well, I'm referencing

11 the meetings that Mr. Iorio referenced that he said

12 occurred last week with supervisors.


14 A Yeah. But I've never attended one-on-one

15 meetings with supervisors. I already said I don't

16 believe I have.

17 Q (BY MR. ANDERSEN) Okay. Do you know

18 whether -- did you hear about meetings from Tony

19 Iorio?

20 A I think I probably heard about them via

21 this email.

22 Q What about discussions with Tony Iorio?

23 A I'm sure if we -- I'm sure if we called we

24 probably discussed this email in discussions.

25 Q What did he tell you about those meetings?




2 A Just that he was continuing to meet with

3 commissioners and board members and answer their

4 questions and make sure they understand what an

5 assessment cap is and all that, you know, and what

6 the transaction stands for.

7 Q (BY MR. ANDERSEN) Do you know whether

8 those meetings took place in the sales center in the

9 conference room?

10 A I don't know where they took place.

11 Q I believe I was on Exhibit 158-124. I

12 think I asked you, is that a true and accurate copy

13 of an email that you received on February 6, 2017,

14 from Gary Shullaw.

15 A Let me just get back there, please. Yes.



18 from Kevin Plenzler on February 6, 2017?

19 A Yes.

20 Q Okay. And now I'm done with composite

21 Exhibit Number 158. I'd ask that you confirm that

22 these are all also emails and documents that your

23 firm keeps or maintains and keeps copies of pursuant

24 to the regulatory requirement that you do so for

25 transactions like this.



1 A Yes.

2 Q Okay. Now I'm going to Exhibit 159-126.

3 Is that a true and accurate copy of an email that you

4 received from Kevin Plenzler on February 6, 2017?

5 A Yes.




9 an email that Rhonda Mossing received from Kevin

10 Plenzler on February 7, 2017, and that your firm

11 produced a copy of in this case?

12 A Yes.


14 Q (BY MR. ALAO) Please look at


16 an email that Rhonda Mossing received from February

17 -- from Kevin Plenzler on February 7, 2017, and that

18 your firm produced a copy of in this case?


20 A Yes.



23 an email that Kevin Plenzler sent to Rhonda Mossing

24 on February 7, 2017, and that your firm produced a

25 copy of in this case?




2 A Yes.



5 an email that you received from Kevin Plenzler on

6 February 7, 2017?


8 A Yes.



11 an email that you received from Kevin Plenzler on



14 A Yes.



17 an email that you received from Gary Shullaw on


19 A Yes.




23 an email and the attachment that you received on

24 February 24, 2017?

25 A Yes.



1 Q Can you tell me what that document is in

2 the attachment.

3 A I'm just looking at it. This is just the

4 beginning draft of a report that would be sent to

5 rating agencies for the bonds.

6 Q Okay. That's a confidential credit rating

7 remediation request that gets sent to the rating

8 agencies?

9 A Yes.

10 Q Has it been sent yet?

11 A No. We were waiting until validation gets

12 done. No use spending the money on the rating if

13 you're not going to -- when you're in delay.

14 Q Do you see the comment on, I guess, Page 3

15 of that report? Do you see how they're numbered in

16 the top left?

17 A Yes.

18 Q And on Page 3 there's a comment that's

19 underlined. It says, There may be a better place for

20 this or better language, but we should explain the

21 assessment equalization credit.

22 A Yes.


24 Q (BY MR. ANDERSEN) Okay. And do you see

25 how it says, The assessment methodology consultant



1 has concluded that each home within the districts

2 will recognize the same benefit from the amenities

3 and will therefore have the same principal

4 assessment?

5 A Yes.


7 Q (BY MR. ANDERSEN) Do you agree that this

8 comment is a true comment?


10 A I agree that that's what the assessment

11 methodology consultant said.

12 Q (BY MR. ANDERSEN) Do you agree that it's,

13 in fact, true that each home within the districts

14 will recognize the same benefit from the amenities?


16 A That's not my -- you know, I don't make an

17 opinion on that. I don't know if --

18 Q (BY MR. ANDERSEN) Is there any way that

19 you could disagree with that?


21 A Well, it's an arbitrary conversation. You

22 could say a bigger house maybe benefits more or a

23 house closer to the rec facilities benefits more, but

24 in general you'd hope everybody receives the same

25 benefit. But, once again, that's the methodology



1 consultant's finding.

2 Q Okay. Please look at Exhibit 159-134.

3 A Okay.


5 email that you received on March 3rd, 2017, from

6 Rhonda Mossing?


8 A Yes.


10 Exhibit 159-135. Now, this appears to be a clean

11 draft of that same confidential credit rating

12 evaluation request; is that right?

13 A Okay.

14 Q Do you agree with that?

15 A I agree with that.

16 Q Is it still in draft form or at this point

17 has it been sent?

18 A Well, it may have been sent, but we did

19 not go forward with the applying for the rating. We

20 stopped the process. And I don't know -- I don't

21 know if Rhonda ever physically sent it to S&P or

22 whether we shut it down before she sent it, but we

23 stopped the rating process.

24 Q Okay. So as we sit here today we have --

25 the rating process has been paused?



1 A Exactly.


3 that a true and accurate copy of an email that Rhonda

4 Mossing received from Lindsay Whelan on March 29,

5 2016, in which your firm produced in this case

6 together with a copy of the timetable that's

7 attached?

8 A Yes.




12 an email that Rhonda Mossing received from Bob Gang

13 on May 5th, 2017, and that your firm produced in this

14 case?


16 A Yes.



19 an email that you received from Tony Iorio on May 9,

20 2017 --


22 Q (BY MR. ANDERSEN) -- with its attachments?


24 A Yes.





2 an email that you received from Tony Iorio on May 15,

3 2017, with its attachments?

4 A Yes.




8 an email that you received from Mr. Waechter that was

9 copied to Lindsay Whelan and Mike Eckert and Doug

10 Smith on June 5, 2017?


12 A Yes.

13 Q (BY MR. ANDERSEN) Did you have a call

14 with Mike Eckert and Doug Smith and Lindsay Whelan?


16 A I was on a call with them yesterday --

17 THE WITNESS: Or, John, was it yesterday

18 or the day before?

19 Q (BY MR. ANDERSEN) What was the subject of

20 the calls with them yesterday and the day before?

21 A No. We only had one call, and I could

22 look at my calendar.

23 THE WITNESS: John, do you remember when

24 we had a call?

25 MR. WAECHTER: It was either yesterday or



1 the day before, but I don't remember which day it

2 was.

3 Q (BY MR. ANDERSEN) What was the subject of

4 that call?

5 A Just the fact, the timing of the

6 deposition.

7 Q Did Ms. Whelan or Mr. Eckert or Mr. Smith

8 give you any update about the case?

9 A Not really, just the timing that it's

10 going to -- going to a judge on July 18th or 19th,

11 sometime in that timeframe.

12 Q What else did they tell you about?

13 A We just -- we basically just discussed

14 timetable and validation. We did not discuss any

15 emails or anything like that. We didn't discuss any

16 one of these items before us today.

17 Q Okay. And looking back at composite

18 Exhibit 159 in its entirety, are these all emails and

19 documents that your firm has maintained and kept

20 copies of pursuant to the regulatory requirement to

21 maintain those?

22 A Yes.

23 Q All right. I'm going to refer to Exhibit

24 -- Composite Exhibit 160.

25 A Okay.



1 Q And I'll tell you what, each one of these,

2 141 through 147, can you tell me what these are?

3 They have different dates and times on them.

4 A I believe you referred to it before as the

5 numbers.

6 Q Okay. And then is that the same thing as

7 saying the bond sizing?

8 A Yes, bond sizings.

9 Q And so were -- all of these reports that

10 are included in Composite Exhibit 160, are all of

11 these reports that were created by your firm MBS?

12 A I believe so.

13 Q When it says, Prepared by DBC Finance,

14 what does that mean?

15 A We have a license for a software and the

16 software company is DBC.

17 Q Okay. And who is it that created these

18 reports?

19 A Most likely Rhonda Mossing.

20 Q Okay. And so --

21 MR. HOLDER: Carter? Carter?

22 MR. ANDERSEN: Is somebody calling me?

23 Let's go off the record.

24 THE WITNESS: So do you want me to go to

25 another composite besides 160?



1 Q (BY MR. ANDERSEN) Yeah. So we're going

2 to go with 160, which has 141 through 147, and also

3 161, Composite Exhibit 161, that has 148 and 149 and

4 then 162, just the first exhibit in 162, which is

5 150. Really I'm looking at Sub Numbers 141 to 150.

6 Are those all also different versions of the bond

7 sizing or the numbers that were run by your firm?

8 A So 161 is, 148 and 149 and -- yes, that is

9 -- that is a bond sizings that were produced by MBS.

10 Q The most recent?

11 A You also said 162? You also said 162,

12 Sub-number 150 is also.

13 Q Yeah.

14 A Okay.

15 Q Okay. And so the most recent data set of

16 numbers between Exhibits 1 -- Sub Exhibits 141 to 150

17 is the -- it's Exhibit 162-150. Maybe you can walk

18 us through that and just explain what we're looking

19 at here.

20 A Well, the first page is sources and uses

21 and it has the Area 1 bonds, and then it has the Area

22 2 bonds sizings. I believe Area 2 is the undeveloped

23 property in Poinciana. Area 3 is the undeveloped

24 property in Poinciana West, I believe. And you see

25 -- and what happens is if we issue them all in series



1 and aggregate them it's $89 million of issuance less

2 a market original discount of 777,000 for a total

3 proceeds of 88,507,000.

4 That would be cast against -- that would

5 generate a total project fund of 77,000,456 and

6 then --

7 Q Can you pause right there?

8 A Sure.

9 Q Why the difference between 88,507,000

10 and 77,000,456?

11 A Because of all the capitalized interest

12 and the costs set forth below and the debt service

13 reserve. So you have 88,507 at the top. You also

14 have it at the bottom as the total uses.

15 Q So at this time February 8, 2017 --

16 A Yes.

17 Q -- was it determined that the cost of

18 issuance of these bonds was going to be $3,694,000?

19 A No. That's just the total estimate. That

20 includes, you know, projected legal expenses and

21 everything else and contingencies and everything.

22 Q And is the underwriter's discount, am I

23 right that that's one and a half percent?

24 A That's what it's projected for in this set

25 of numbers.



1 Q And that's pursuant to your contract with

2 the districts?

3 A That's a not to exceed in our contract.

4 Q Do you anticipate that you would discount

5 that or lower it for any reason?

6 A Well, after going through all this

7 probably not, but it's subject to negotiation with

8 the district's financial advisor.

9 Q Can you take us just to each page and give

10 us a brief description of what we're looking at on

11 each page starting with the next page, Page 2.

12 A The first one you're looking at, this is

13 the numbers. If you go back to the first one where

14 it says area, the first column it has recreation

15 bonds 2178-1, and this is for area 1A, which is, as I

16 say, I believe is the Poinciana district developed

17 area.

18 And you'll notice if you go to that Page 2

19 we're assuming a Triple B rating from Standard &

20 Poor's on it, and this is just the bond pricing scale

21 of all of the bonds that are being sold, all the 89

22 million. So you have anything that's rated would

23 have, for instance, in the year 2028 the market rate

24 would be right around 3.69 percent yield. And going

25 all the day to 2047 with a 4.34 percent yield. And



1 we assumed that the area in 2 and 3 would be non-

2 rated at a 6 percent.

3 Q Okay. And then Page 3?

4 A Page 3 just goes through various

5 calculations like true interest costs, net interest

6 costs. The same with Page 4. This is doing it by

7 series. The same with Page 5 doing it by series,

8 same with Page 6, then Page 7.

9 Q Do you know why there's Area 1A and B?

10 What's A versus B?

11 A I could have this backwards, but I think

12 we're referring to Area A1 as the developed area

13 within Poinciana District and 1B was developed area

14 within Poinciana West. They're two separate

15 districts.

16 Q Okay. So now we're on to Page 7.

17 A It looks like that is a aggregated debt

18 service schedule that shows the annual debt service

19 for all the issued wrapped together.

20 Q Okay. So now we're on to Page 9.

21 A Page 9. And that's really the same table

22 but it's just consolidated by series. It's just

23 showing a different format.

24 Q And Page 10?

25 A Page 10, once again, it's the same thing.



1 It's just going through the -- it's once again just

2 going through the calculations of the annual debt

3 service summaries.

4 Q And then Page 11?

5 A Page 11 is where we start splitting the

6 issues it appears. And I'm looking at this quickly

7 where we do a debt service schedule. I referred to

8 the ones prior like back on Page 7 as aggregate.

9 These would be the individual making up the four

10 series, making up the four different series that are

11 allocated.

12 Q And that takes you through Page 18, right?

13 So then Page 19?

14 A Page 19. Let me see what we have here.

15 This is actually, I believe, the pricing sheet, yes,

16 for the first -- if you go back, the Area 1 bond,

17 this is just the pricing sheet where all their

18 individual bonds are priced. So we have that sheet

19 for each of the four series.

20 Q Then Page 23?

21 A Page 23. This is, once again, an

22 aggregated debt service amount. And what we do is we

23 run it on a November bond year so that we can use

24 that for assessment and budgeting purposes.

25 Q Okay. And then Page 24?



1 A This is where it's just proving, once

2 again, the annual debt service. And what we're doing

3 is we're doing -- trying to test it against the

4 revenue constraints for each different area, Area 1,

5 2, 3 and 4 with the assessments that were in the

6 methodology just to make sure that our debt service

7 is at or less than the amount in the methodology.

8 Q And then how about going to Page 28?

9 A 28, let me see. This is a calculation of

10 bond insurance if we use bond insurance for Areas 1

11 and 1A. It's a calculation of bond premiums.

12 Q And then 29?

13 A Once again, this is that bond solution,

14 just testing out making sure we didn't blow any of

15 the assessment caps.

16 Q Okay. And so is it safe to say that this

17 set of numbers that's Exhibit 162-150, this

18 particular one that's dated February 7, 2017, is the

19 closest to what is currently planned at this time as

20 opposed to the ones that are before it or was this

21 something that's not going to be done?

22 A You know, structure-wise maybe, but

23 obviously I couldn't -- you know, I'd have to do

24 research to tell you where the market is today versus

25 back in February.



1 Q Okay. And is this something that you

2 handle or that Rhonda handles or you tell her, go try

3 this or go try that, or how does that work?

4 A We talk to the assumptions and then she

5 actually runs the software.

6 Q Okay. And so these exhibits, Composite

7 Exhibits 160, 161 and then the first exhibit in 162,

8 are these all documents that you keep copies of

9 pursuant to debt regulatory requirement?

10 A Yes.

11 Q And then I'm going to go to Exhibit --

12 Composite Exhibit 162-151.

13 A Okay.


15 A I honestly -- it looks like some kind of

16 an allocation between assessment areas of costs. I

17 honestly don't know.

18 Q Do you know whether that's a document that

19 was created by MBS?

20 A I don't know if it was created by us, by

21 Kevin Plenzler or by the finance advisor.

22 Q Okay. Can you look at Exhibit 162-152.

23 A Okay.

24 Q Do you recognize that document?

25 A No. It looks like a revenue projection



1 off of the EFG report.

2 Q Okay. And is this an MBS document created

3 by MBS?

4 A I don't believe it is.

5 Q Okay. Can you please look at

6 Exhibit 162-153.

7 A Okay.

8 Q Do you recognize that report?

9 A Well, it looks like a bond report or --

10 Q Something that Rhonda Mossing created?

11 A Yes.

12 Q Do you know why it references Scenario 5?

13 A No idea. I don't.

14 Q Would you please look at Exhibit 162-154.

15 A Okay.

16 Q How about this one? Do you know, is that

17 an MBS created document?

18 A It looks like it. It looks like an MBS --

19 Q Have you seen it before?

20 A I'm sure I have. I just would need to

21 familiarize myself with it again.

22 Q Is that -- is this a bond sizing?

23 A Yeah. I think it's probably a bond sizing

24 and trying to analyze the various structures that we

25 were asked to analyze, such as wraparound, level, et



1 cetera.

2 Q Do you know who created it?

3 A Well, probably a lot of the work was done

4 by Rhonda Mossing.

5 Q Lease look at Exhibit 162-155.

6 A Okay.

7 Q Can you tell me what that is?

8 A It looks like an analysis of a tax roll.

9 Q Of the what?

10 A It looks like an analysis of a tax roll.

11 Q Okay. Do you know who created this?

12 A Well, I'd guess the first schedule is

13 probably created by Rhonda.

14 Q This looks like the same as that document

15 that might have been sent to Harold Osterman.

16 A I know about the time you get to the third

17 page it's a familiar document again.

18 Q How about Exhibit 162-156? Can you tell

19 me what that is?

20 A That looks to be -- it looks to be an

21 allocation of lots based upon whether they're

22 developed or owned by AV Homes, and then for some

23 reason it looks like a reconciliation of the

24 assessments levied this year.

25 Q Do you know who created this?



1 A I would guess Rhonda.

2 Q When you say assessments levied this year,

3 have debt service assessments been levied in 2017?

4 A Well, you have debt service assessments

5 that are levied for the old bond issues for the

6 existing bond issues.

7 Q Okay. But looking at Composite

8 Exhibit 162 as a whole, are those true and accurate

9 copies of -- I mean, I'm sorry. Are those documents

10 that you've maintained in your files pursuant to the

11 regulatory requirement to keep copies of everything?

12 A Yes.

13 Q What conversations have you had with Tony

14 Iorio about this transaction since the beginning of

15 January -- of 2017?

16 A Honestly, we just haven't talked as much

17 as we -- we just haven't talked as much about it. So

18 just every now and then he'll, you know, call me and

19 ask me for an update on the bond market. That's what

20 he's usually concerned about.

21 Q Okay. How about CDC supervisors? Have

22 you ever had individual conversations with them?

23 A I cannot remember a conversation

24 one-on-one.




1 A I may have been standing around after a

2 meeting and I remember once talking but just niceties

3 to one of the board members, but in the context of a

4 board meeting, but I don't have the contact

5 information of board members.

6 Q (BY MR. ANDERSEN) Okay. And so I just

7 want to kind of follow up with an earlier question.

8 I know we established that you don't have any

9 fiduciary duty to the districts, correct? Right?

10 A Correct.

11 Q Is it any anywhere in your relationship

12 with the districts that you should be making like a

13 best effort to help them obtain the lowest valuation

14 at which they could purchase this property?

15 A I will say it this way. We have a long

16 relationship with that district and a lot of other

17 districts and I take very serious that I don't want

18 to proceed with a transaction that a district is not

19 -- does not make the district happy so my younger

20 employees in future years can do the re-fundings and

21 we can keep -- just from a business standpoint we

22 take very serious making sure our customers or our

23 clients receive good transaction and good execution.

24 And I don't think we'd be this kind of market share

25 if we didn't.



1 MR. ANDERSEN: Okay. I don't know if

2 anybody else on the phone has any questions.

3 MR. ALAO: I've some questions for Mr.

4 Mulshine. This is Michael Alao, for the record.

5 EXAMINATION

6 BY MR. ALAO:

7 Q Mr. Mulshine, regarding the email strings

8 in the composite exhibits that were covered during

9 this deposition, is it true that you're making

10 assumptions that emails forwarded to you or included

11 in a response that you were copied on have not been

12 altered in any way?

13 MR. ANDERSEN: Objection to form. You can

14 answer.

15 A Correct.

16 Q (BY MR. ALAO) And would you agree that

17 you cannot speak to the accuracy of emails that

18 yourself did not send?

19 MR. ANDERSEN: Objection to form.

20 A Correct.

21 Q (BY MR. ALAO) Would you agree that you

22 can't speak to the accuracy of emails that you did

23 not receive?


25 A Correct.



1 Q (BY MR. ALAO) And what would your -- what

2 is your response to the suggestion that your

3 involvement and communication with Avatar and the

4 district amounts to some sort of conspiracy or that

5 you were unduly uninfluenced by Avatar?


7 A I think it's 100 percent absurd.

8 Q (BY MR. ALAO) I apologize, I'm going to

9 ask it again because the objection. But what is your

10 response to the suggestion that your involvement and

11 communications with Avatar and the district amounts

12 to some sort of conspiracy?


14 A 100 percent false and offensive.

15 Q (BY MR. ALAO) And why do you say it's

16 false and offensive?

17 A Because we're serving on a transaction and

18 we're answering questions, we're providing support,

19 and we never got involved with the negotiations. So

20 it's just an absurd thought.

21 Q And what is your response to the

22 suggestion that AV overcame the will of the boards or

23 exerted undue influence over their decisions in

24 connection with this transaction?

25 MR. ANDERSEN: Objection, form and



1 foundation.

2 A Once again, I think that's incorrect.

3 Q (BY MR. ALAO) Is it unusual in a

4 transaction like this for you to communicate with the

5 seller?


7 A No. It's actually common.

8 Q (BY MR. ALAO) Would it be unusual for you

9 to not have communicated with the seller in this

10 transaction?

11 A That would be unusual.

12 Q Why would that be unusual?

13 A Because in a transaction like this the

14 seller is actually going to be subject to several

15 million dollars a year of assessments, so they

16 obviously have an awful lot of questions on how the

17 assessments are going to work. So a lot of it is

18 educating.

19 Number two, we have a responsibility, a

20 regulatory responsibility to do our due diligence

21 before we underwrite a bond issue. So we have to

22 understand the credit quality of the people

23 underlying the assessments. So in this case we need

24 to thoroughly understand the credit quality of land

25 that's owned by AV Homes. So without discussing that



1 with the developer it's impossible to do our job that

2 we're required to do.

3 Q There was a question earlier regarding a

4 document -- and give me just a moment. I need to

5 pull up the exhibit. So you were asked earlier about

6 a statement that you're not required to act in the

7 best interest of the district. Do you recall that?

8 A Yes.

9 Q Is that standard language that you send to

10 your clients in transactions such as this one?

11 A I'm going to ask my counsel to help me

12 with this answer. But from a regulatory standpoint

13 we have to disclose to any client we have that any

14 underwriter, as required by FINRA, our regulating

15 board, has to disclose to the entity which they're

16 purchasing bonds from that they are acting as a

17 principal and they are not a fiduciary of the issuer.

18 Q So is it fair to say that that's the sort

19 of statement that you would normally include when

20 you're acting in this role in a transaction like

21 this?

22 A Yes. In fact, any time we send out an

23 investment banking agreement it contains the language

24 that was referred to that was -- that I was asked

25 about in a prior exhibit.



1 Q And what about the statement regarding not

2 having a fiduciary duty to the district? Do you

3 recall that question --

4 A I recall the question.

5 Q -- about a statement that was sent to the

6 board of supervisors in which it stated that in your

7 role you do not have a fiduciary duty to the

8 district? Do you recall that line of questioning?

9 A Yes.

10 Q And is that also a statement that you

11 would normally include to your clients in a

12 transaction such as this one?

13 A Every time we get hired.

14 Q What was your role in EFG being selected

15 as the independent consultant to value the

16 transaction?

17 A It was -- it was totally the district

18 selection, and I thought they had a number of people

19 that they were talking to, and some of them had asked

20 me for information so they could propose and knew

21 what they were looking at, but that was it, and then

22 providing numbers to them as support after that.

23 Q Have you worked with EFG in other matters?

24 A I don't think I've worked with that firm

25 in other matters. As I say, I think I remember Scott



1 from a long, long, long time ago -- you're testing my

2 memory. Back in the '90s or 2000 timeframe I worked

3 with Scott on something, but I haven't worked before

4 or since with EFG, and I certainly haven't as an MBS

5 principal I've never worked on a transaction that

6 involved EFG besides this transaction.

7 Q Do you consider EFG to be competent as a

8 valuation consultant?

9 A Yes, I do. And I consider their

10 principals to be very -- or their representatives to

11 be very, very competent, experienced.

12 Q And what are you basing that on?

13 A I'm basing it on the work that I've seen,

14 both the -- both the representatives of this

15 transaction, Mr. Osterman and Mr. Harder, do. In

16 fact, I understand -- you know, I'm used to an

17 experience where Mr. Osterman, he did many

18 acquisitions that didn't involve us and he

19 universally receives high praise from his clients

20 that are acquiring systems, who are acquiring assets

21 that they worked out very well, and he did a great

22 job.

23 Q And what is your response to any

24 allegation that your relationship with EFG in this

25 transaction was somehow inappropriate?



1 A Once again, I find it offensive. I really

2 do. And let me stop putting emotion in. It's

3 incorrect.

4 Q And it's correct that you did not

5 recommend EFG to the district?

6 MR. ANDERSEN: Object to the form.

7 Q (BY MR. ALAO) Is it correct that you did

8 not recommend EFG to the district?

9 A That is correct.

10 MR. ANDERSEN: Objection, form.

11 Q (BY MR. ALAO) Would it be unusual for

12 someone in your role to recommend a consultant such

13 as EFG to do a valuation?

14 A It would not be -- it would not be -- it

15 would not be unusual for us to recommend a consultant

16 or frankly consultants because I believe we were also

17 the ones that gave the district the name of PRMG, for

18 instance, who's another great qualified firm. And I

19 think they would have done a fine job as well.

20 Q And does making a recommendation like that

21 in any way affect the independence of EFG's

22 valuation?

23 MR. ANDERSEN: Objection, form and calls

24 for a legal conclusion.

25 Q (BY MR. ALAO) You can answer the



1 question.

2 A No, I don't believe it does. I believe

3 EFG was paid -- I believe EFG was paid for completing

4 a report. I do not believe they were paid for --

5 based upon a purchase price or a result.

6 Q Just to confirm, have you worked with the

7 district previously and structured any transaction

8 involving issuance of bonds?

9 A Yeah. We've worked on many transactions

10 with district -- well, we've worked on every bond

11 issue that the district has issued.

12 Q And is it unusual for you to reach out to

13 a developer or district or to initiate discussing

14 putting together a transaction of this nature?

15 A No. It's -- that's commonplace.

16 Q Is that commonplace for just your firm or

17 commonplace in the industry?

18 A Commonplace in the industry.

19 Q And is it unusual in putting together a

20 transaction such as this one for you to communicate

21 with district staff?

22 A No. It's important that we do.

23 Q And is it unusual when putting a together

24 a transaction such as this one for you to communicate

25 with the governing body of the district in open



1 meetings?

2 A In open meetings, correct. Obviously we

3 defer to the district counsel on any issues relating

4 to sunshine issues.

5 Q And is it unusual in putting together a

6 transaction such as this one for you to communicate

7 with the district's counsel?

8 A No. In fact, I'd say it's required by us,

9 once again, because of our due diligence -- our due

10 diligence requirement promulgated by the FINRA and

11 the SEC.

12 Q Is there anything about this transaction

13 and your role in the transaction that is unusual from

14 similar transactions that you have previously worked

15 on?


17 A No.

18 Q (BY MR. ALAO) Did the district have

19 certain consultants who were responsible for

20 negotiating this deal with AVE?

21 A To be honest, I don't even know all the

22 members of the negotiating team but I had a team that

23 convinced -- that was consisted of EFG's consultants

24 and the district counsel and I think some involvement

25 to the district manager. I don't know. Since I say



1 I wasn't at those meetings or on that correspondence.

2 Q Were you involved in those negotiations?

3 A No, we were not. We were not invited and

4 we did not ask to be invited.

5 Q Were any members of your firm involved in

6 those negotiations?

7 A No. The response I just gave covers our

8 entire firm.

9 Q You testified earlier about apartment

10 complex transactions and facility purchases and

11 alluded to a cap rate for those transactions of 4 to

12 5 percent. Do you recall that?

13 A Yes, I do.

14 Q If you assume such a cap rate for this --

15 sorry. Did I interrupt you?

16 A No. Go ahead, please.

17 Q Okay. If you assume such a cap rate for

18 this transaction, what would be the value?

19 A If you take the revenues that are in the

20 revenue report and even if you round it down to just

21 5 million a year at a 5 percent cap rate, that's a

22 hundred million dollars value at a 5 percent cap

23 rate.

24 Q So that would increase the value?

25 A It would increase it greatly. A cap rate



1 is not a -- there's a big distinction between an

2 interest rate and a cap -- a bond rate and a cap

3 rate. They're totally different.

4 Q Can you briefly explain how they're

5 different.

6 A The interest rate that we discuss in these

7 different numbers runs that varied based upon market,

8 I believe the one used in the methodology that was

9 referred to was somewhere around 3.8 percent. That's

10 -- if we borrow money at 3.8 percent and pay it back

11 with principal over a fixed period of time with a

12 level annual payment for 30 years, that's what

13 generated by the bond rate of 3.8 percent, the

14 $80 million-ish number we were discussing before.

15 If you do a cap rate calculation you're

16 not -- you're assuming that the revenue flow goes in

17 perpetuity and you're also not assuming the repayment

18 of principal, therefore you just take the operating

19 income, in this case 5 million, and divide it by your

20 cap rate, 5 percent. And if my mental math is right

21 that's a hundred million dollars.

22 Q All right. And based on that math would

23 you say the districts are paying too much for the

24 improvements in this transaction?

25 MR. ANDERSEN: Object to the form of the



1 question.

2 A I would not. And I would just repeat what

3 I said before, which I think it's a very dangerous

4 assumption for anybody to say that there isn't

5 another party that would pay more. I just think it's

6 a dangerous and foolish assumption.

7 Q (BY MR. ALAO) And is it unusual in a

8 transaction such as this where there is a revenue

9 stream to value that revenue stream?

10 A It's been the method used in every

11 transaction as I referenced before, $2 billion of

12 such transactions, been used in every one.

13 MR. ALAO: Okay. I don't have any --

14 thank you. I don't have any further questions. Does

15 anyone else have questions?

16 MR. ANDERSEN: I have a little follow-up

17 to those.

18 THE WITNESS: Yeah.

19 MR. ANDERSEN: I don't think anyone else

20 is on the line? I think Ms. Avalon dropped off.

21 MR. ALAO: Is anyone else on the line

22 still?

23 MR. HOLDER: I'm here.

24 MR. KESSLER: I am too.

25 MR. ANDERSEN: Well, they're covered.



1 EXAMINATION

2 BY MR. ANDERSEN:

3 Q Okay. So are you suggesting that --

4 you're not offering any expert witness testimony in

5 this case, are you?

6 A All I'm offering is the fact that I am

7 familiar with real estate transactions because we

8 deal with a lot of developers and, in fact, I'm in

9 the middle -- I'm a partner in a property that's

10 being sold as an apartment complex now. So I

11 understand how -- cap rates and commercial real

12 estate sales. That's all I'm saying.

13 Q So explain the cap rate calculations that

14 you just gave. Explain how a transaction works based

15 upon a cap rate calculation.

16 A A cap rate is where you just -- a cap rate

17 transaction in a valuation is just taking the free

18 cash flow off of an asset and dividing that by the

19 cap rate to come up with your value. It's very

20 simple.

21 Q It's one year's cash flow?

22 A No. It's assuming that cash flow is in

23 perpetuity, which in this case it's even better

24 because it's an increase in cash flow based upon the

25 deed restrictions and it's got a hundred percent



1 collection rate, so it's a very strong cash flow.

2 Q So you gave an example of selling an

3 apartment building based upon a cap rate cash flow,

4 right?

5 A Yes.

6 Q Okay. And the buyer in that transaction

7 is going to receive the income, that cash flow in

8 perpetuity; isn't that correct?

9 A That's correct.

10 Q So that's not true for this transaction,

11 is it, for the amenities transaction?

12 A I don't know what you're asking.

13 Q Well --

14 A Go ahead.

15 Q The club plan is being terminated. So the

16 CDD will not have any ability to collect revenue

17 under the club plan, will it?

18 A I apologize, I'm getting -- the -- I'm

19 saying that if I was a third party buyer, a private

20 buyer buying on a cap rate, I would take the cash

21 flow of that -- that's from the club plan and I'd

22 apply a cap rate to it.

23 Q Okay. So that methodology does not apply

24 to the CDD purchasing the amenities, does it?




1 A No, it doesn't apply.

2 Q (BY MR. ANDERSEN) Because unlike a

3 third-party party, the CDD -- it would be illegal for

4 a CDD to try to collect the profits that a

5 third-party might or Avatar might try to collect

6 under the club plan; isn't that true?


8 MR. WAECHTER: Objection, calls for a

9 legal conclusion.

10 Q (BY MR. ANDERSEN) Go ahead.

11 A I was going to say I can't go into legal

12 -- you're asking for a legal statement of what's

13 going to happen to the club plan that I can't answer.

14 All I'm telling you is supporting that it's a very

15 dangerous and risky assumption to think there's not a

16 third-party institution, private party institution

17 that wouldn't pay more money for -- the plaintiff in

18 this case is saying that it could be bought for a lot

19 less -- they could buy it for a lot less. And I

20 think that's a very dangerous assumption to assume

21 that there's not an institution out there that would

22 like to own this club and operate it.

23 Q But isn't it in your agreement where you

24 agree to treat this -- the district's fairly,

25 shouldn't you be in favor of the CDDs paying less for



1 the amenities if there is that possibility?


3 Q (BY MR. ALAO) Isn't that what you said

4 want?


6 A I would like them to get the best possible

7 deal they can get.

8 Q (BY MR. ANDERSEN) So you would like them

9 to pay as low a dollar amount as possible to receive

10 the amenities; is that right?


12 A If that's the board's objective that's

13 what I believe, yes.

14 Q (BY MR. ANDERSEN) Okay. But that wasn't

15 your objective in running any of these numbers, was

16 it?


18 A When we run numbers we're just asked by

19 people to run numbers and we're given assumptions.

20 Once again, we're not the expert on the price. We're

21 not the one negotiating it.

22 Q (BY MR. ANDERSEN) Isn't it true that from

23 December 1st, 2015, through today every time that you

24 or your firm has run numbers related to this deal

25 your objective has been to maximize the purchase



1 price based upon 30 years of debt service payments

2 based upon the club membership fee?


4 A I wouldn't agree with that.

5 Q (BY MR. ANDERSEN) It's not -- it hasn't

6 been your objective to achieve a maximum purchase

7 price based upon the cash flow --

8 A No.

9 Q -- on the club plan?

10 A No.


12 Q (BY MR. ANDERSEN) No? That's not what

13 Rhonda Mossing's December 1 bonds -- bond sizing

14 says?


16 A Well, she's just saying what will that

17 revenue stream support. If she wanted to maximize

18 the amount of debt she would have used non-callable

19 bonds at a lower interest rates. There's other

20 tricks. There's other structures we would have used

21 to maximize it. We stayed with market conforming

22 bonds and we weren't -- that's not where we're going

23 to go. So we said in this current market a revenue

24 stream of X will support debt of Y. That's the

25 question we're asked.



1 Q (BY MR. ANDERSEN) Okay. Now, are you

2 willing to stake your entire credibility on your

3 testimony that you did not recommend EFG or Fishkind

4 & Associates as the experts on this case?


6 A When people ask me about the resumes of

7 people like Fishkind and EFG -- and EFG and PRMG, I

8 give them an honest response. I've worked with all

9 of them and they do a great job.

10 Q (BY MR. ANDERSEN) Isn't it true that you

11 recommended Fishkind and EFG because they would be

12 certain to use a cash flow approach and not value an

13 actual commercial appraisal on the property?


15 A Well, you're getting back to that issue

16 again which is I've seen their work before. They do

17 a cash flow where they make sure the government

18 obtains their objectives of not increasing rates or,

19 in fact, decreasing rates, and they've done a very

20 good job of that in the past and that's a cash flow

21 analysis.

22 Q (BY MR. ANDERSEN) And how many times have

23 you done a deal where the cash flow analysis is based

24 upon a club plan that's being terminated and there

25 will be no cash flow coming out of the club plan in



1 the future?


3 A I'm having trouble because you're going to

4 have to rephrase it because you keep on getting into

5 this hypothetical. It only gets terminated if it's

6 acquired, but if it doesn't -- but then you're trying

7 to say, well, is it worth more because it's not going

8 to be terminated. So it's kind of -- it's a tough

9 question to answer.

10 Q (BY MR. ANDERSEN) So -- but you would

11 agree that a valuation is based upon the club

12 membership fee under the club plan?

13 A I think that's one of the factors is what

14 does the revenues generate, but I think the other

15 factors are improvements, stabilizing rates, O&M. I

16 think there's a lot of factors that went into it.

17 Q Okay. What would the value of the

18 property be if there was no club plan?

19 MR. WAECHTER: Objection, calls for

20 speculation.


22 Q (BY MR. ANDERSEN) Go ahead.

23 A That's speculation. You're asking me to

24 speculate what it would be worth.

25 Q (BY MR. ANDERSEN) How would you value --



1 A I'm not the valuation consultant.

2 Q Well, when you said Gary Shullaw and Tony

3 Iorio has proposed a purchase price of $70 million on

4 December 1st, '15, if there was no club plan how

5 would you value the property?


7 A You know, I don't even know where I'd

8 start. I don't.

9 Q (BY MR. ANDERSEN) Do you know how Avatar

10 Properties determined what the club membership fee

11 would be for each resident or group of residences

12 within --

13 A I was not involved. I wasn't privy. I

14 didn't know them when they set those rates.

15 Q Do you know whether there's any basis to

16 setting those rates at different amounts for

17 different homes or for the increases of a dollar per

18 month per year?

19 A No information on that.

20 MR. ANDERSEN: That's all I have.

21 EXAMINATION

22 BY MR. ALAO:

23 Q I apologize, just two quick follow-up

24 questions to that.

25 Do you believe that AV would accept a



1 purchase price for these amenities based solely on a

2 bricks and mortar appraisal?

3 A I don't -- I think what they do is they go

4 test the market and see if somebody wanted to pay

5 more based upon the cash flows. And that's why I

6 think it's dangerous to assume that. I think it's a

7 very dangerous -- I think it's incredibly inaccurate.

8 Q And based on your experience in these

9 types of transactions, have you ever seen income

10 producing assets being purchased for just their

11 bricks and mortar value?

12 MR. ANDERSEN: Objection to the form.

13 A Never have I seen that.

14 MR. ALAO: All right. Thank you.

15 EXAMINATION

16 BY MR. WAECHTER:

17 Q I have a couple of questions, Kevin. Is

18 your business regulated by the Municipal Securities

19 Rulemaking Board?

20 A Yes.

21 Q Do they promulgate rules that govern the

22 conduct of municipal securities dealers?

23 A Yes, they do.

24 Q And do they differentiate between the role

25 of an underwriter and the role of a financial



1 advisor?

2 A They do.

3 Q And do they require that if you're a

4 financial advisor you disclose that you have a

5 fiduciary duty?

6 A Yes, they do.

7 Q And do they require that if you're an

8 underwriter you disclose the fact that you do not

9 have a fiduciary duty because you're negotiating at

10 arm's length for your own account?

11 A Yes, they do. And that's why we put it in

12 every investment banking agreement we have.

13 Q And do those disclosures that are made in

14 those invest banking agreements, are they designed to

15 meet the requirements of the MSRB rules?

16 A Yes, they do. In fact, we comment on the

17 MSRB rules. We're involved in the rulemaking

18 process.

19 MR. WAECHTER: I don't have any other

20 questions.

21 MR. ANDERSEN: Mr. Mulshine, thank you

22 very much for your patience and for your testimony.

23 THE WITNESS: Thank you very much. Have a

24 great day.

25 (The deposition concluded at 6:40 p.m. on



1 June 28, 2017.)

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25



1 I, KEVIN MULSHINE, do hereby certify that I have read

2 the foregoing transcript and that the same and

3 accompanying amendment sheets, if any, constitute a

4 true and complete record of my testimony.

5

6

7

8 _______________________________ Signature of Deponent

9

( ) No Amendments 10 ( ) Amendments Attached

11 Acknowledged before me this

12 _____ day of ______________, 20__.

13

14 Notary Public:___________________________

15 My commission expires____________________

16 Seal:

17

18

19 BJC

20

21

22

23

24

25



1 STATE OF COLORADO)

2 ) ss. REPORTER'S CERTIFICATE

3 COUNTY OF DENVER )

4 I, Barbara J. Castillo, do hereby certify

5 that I am a Registered Merit Reporter, Certified

6 Realtime Reporter and Notary Public within and for

7 the State of Colorado; that previous to the

8 commencement of the examination, the deponent was

9 duly sworn to testify to the truth.

10 I further certify that this deposition was

11 taken in shorthand by me at the time and place herein

12 set forth, that it was thereafter reduced to

13 typewritten form, and that the foregoing constitutes

14 a true and correct transcript.

15 I further certify that I am not related to,

16 employed by, nor of counsel for any of the parties or

17 attorneys herein, nor otherwise interested in the

18 result of the within action.

19 In witness whereof, I have affixed my

20 signature this 11th day of July, 2017.

21 My commission expires January 19, 2021.

22

23 ____________________________ Barbara J. Castillo, RMR, CRR

24 216 - 16th Street, Suite 600 Denver, Colorado 80202

25



1 AGREN BLANDO COURT REPORTING & VIDEO, INC. 216 - 16th Street, Suite 600

2 Denver, Colorado 80202 4450 Arapahoe Avenue, Suite 100

3 Boulder, Colorado 80303

4

July 11, 2017 5

John Waechter, Esq. 6 721 1st Avenue North

St Petersburg, FL 33701 7

Re: Deposition of KEVIN MULSHINE 8 Poinciana Community vs. The State of Florida

Case No. 2016-CA-004023 9

10 The aforementioned deposition is ready for reading and signing. Please attend to this matter by

11 following BOTH of the items indicated below:

12 _____ Call (303) 296-0017 and arrange with us to read and sign the deposition in our

13 office

14 _XXX_ Have the deponent read your copy and sign the signature page and amendment sheets, if

15 applicable; the signature page is attached

16 _____ Read the enclosed copy of the deposition and sign the signature page and amendment sheets,

17 if applicable; the signature page is attached

18 _XXX_ WITHIN 30 DAYS OF THE DATE OF THIS LETTER

19 _____ By __________ due to a trial date of ________

20 Please be sure the signature page and amendment sheets, if any, are SIGNED BEFORE A NOTARY PUBLIC and

21 returned to Agren Blando for filing with the original deposition. A copy of these changes should also be

22 forwarded to counsel of record.

23 Thank you.

24 AGREN BLANDO COURT REPORTING & VIDEO, INC.

25 Cc: All Counsel



1 AGREN BLANDO COURT REPORTING & VIDEO, INC. 216 - 16th Street, Suite 600

2 Denver, Colorado 80202 4450 Arapahoe Avenue, Suite 100

3 Boulder, Colorado 80303

4

5 KEVIN MULSHINE June 28, 2017

6 Poinciana Community vs. The State of Florida Case No. 2016-CA-004023

7

8

The original deposition was filed with 9

J. Carter Andersen, Esq., on approximately the 10

11th day of July, 2017. 11

_____ Signature waived 12

_____ Unsigned; signed signature page and amendment 13 sheets, if any, to be filed at trial

14 _____ Reading and signing not requested pursuant to C.R.C.P. Rule 30(e)

15

_XXX_ Unsigned; amendment sheets and/or signature 16 pages should be forwarded to Agren Blando to be

filed in the envelope attached to the sealed 17 original.

18

19

Thank you. 20

AGREN BLANDO COURT REPORTING & VIDEO, INC. 21

Cc: All Counsel 22

23

24

25

- AMENDMENT SHEET -

Deposition of KEVIN MULSHINE June 28, 2017 Poinciana Community vs. The State of Florida Case No. 2016-CA-004023

The deponent wishes to make the following changes in the testimony as originally given: Page Line Should Read Reason ____ ____ _________________________ _____________

____ ____ _________________________ _____________

____ ____ _________________________ _____________

____ ____ _________________________ _____________

____ ____ _________________________ _____________

____ ____ _________________________ _____________

____ ____ _________________________ _____________

____ ____ _________________________ _____________

____ ____ _________________________ _____________

____ ____ _________________________ _____________

____ ____ _________________________ _____________

____ ____ _________________________ _____________

____ ____ _________________________ _____________

Signature of Deponent: ____________________

Acknowledged before me this ____ day of ____, 20__.

(seal) Notary's signature ____________________

My commission expires ________________.



WORD INDEX

< $ >$0 132:24$1 39:10$11 29:2 45:24$12 32:14, 24$19 37:24$19,000,250 37:18$19,250,000 38:14$2 21:9 201:11$3,694,000 180:18$3.8 146:1$65 146:3, 4$68 146:5$70 209:3$70,447,000 69:13$70,447,854 63:25$70,474,000 65:22$73,700,000 151:14$73.7 35:21 47:15 65:23$80 200:14$89 180:1

< 0 >0 49:19

< 1 >1 51:22 55:17, 19 56:13, 21 70:4 76:17 79:17 166:10 179:16, 21 183:16 184:4, 10 206:131:12 3:410 19:10 20:1, 2 182:24, 25100 3:5 191:7, 14 215:2 216:210th 52:711 29:8 32:14, 24 33:2 63:22 79:3 96:13 97:6 159:5,10 183:4, 5 215:311,875,000 63:1211:10-11:5 105:14117 158:21119 1:1119-128 170:1511th 214:20 216:612 33:2 79:1 103:9120 3:18 167:16121 167:21128-124 167:10129-127 170:8

13 101:13 120:14,21 121:2, 9 125:8,14 126:9135 3:18138 4:1013th 121:2414 102:8 103:6141 178:2 179:2,5, 16147 178:2 179:2148 179:3, 8149 3:18 179:3, 815 19:11 20:1, 2 28:23, 24 29:7 61:17 104:5 118:2 176:2 209:4150 179:5, 5, 12, 16153 3:18 12:10 51:17, 24 70:13 81:14 85:24153-1 52:3 85:25153-10 75:25 76:17153-11 77:10153-12 77:23 81:5153-13 81:10, 17153-14 81:22153-15 84:14153-16 84:21153-17 85:1153-18 85:5153-19 85:14153-2 53:22 54:14,19 55:10153-20 85:19, 25153-3 57:14153-4 58:7153-5 60:21 62:3 63:10153-6 67:11153-8 71:19153-9 75:15154 3:18 86:6 119:22, 23 148:8, 8154-21 86:11154-22 86:15 87:6154-23 88:7154-24 90:2154-25 91:5154-26 92:7154-27 96:13 101:21154-28 101:10154-29 102:5154-30 104:2154-31 104:11154-32 104:21 105:10

154-33 105:2154-34 113:14154-35 113:21, 23154-36 114:1154-37 114:13154-38 114:19154-39 114:25154-40 115:4, 24154-41 116:6154-42 117:16154-43 118:1154-44 118:4154-45 118:8154-46 118:14154-47 118:24154-48 119:5154-49 119:13154-50 119:17155 3:18 120:7 135:2 148:8155-51 120:7155-52 120:13155-53 120:20155-54 120:25155-55 121:7155-56 121:13155-57 121:17 123:7155-58 121:24 122:15 124:19155-59 125:4155-60 125:11155-61 125:16155-62 126:12155-63 133:15155-64 133:23 134:5155-65 134:14156 3:18 135:11 147:19, 21 148:8156-101 153:12156-66 135:12156-67 135:18156-68 135:24156-69 136:7156-70 136:10156-71 136:16156-72 136:21156-73 137:2156-74 137:5156-75 137:13156-76 137:18156-77 137:24156-78 138:4156-79 138:10156-80 138:18156-81 138:21156-82 140:6

156-83 140:23156-84 141:2, 12156-86 144:2, 8156-87 145:5156-88 145:10156-89 147:6156-96 150:17157 3:18, 18 149:7, 10 156:21157-100 153:3157-102 153:21157-103 154:12157-104 154:16157-105 154:21157-106 155:2157-107 155:18157-108 155:25157-109 156:5157-110 156:11157-90 147:13157-91 149:10157-92 149:17157-93 150:3157-94 150:6157-95 150:12157-97 151:19157-98 152:1157-99 152:6158 3:18 157:2 169:21158-111 157:4158-112 157:8158-113 157:12158-114 157:16158-115 157:20158-116 157:24158-117 158:14158-118 160:6158-119 160:14158-120 160:24 161:7158-121 164:7158-122 166:20158-123 167:4158-124 169:11158-125 169:16158-138 175:18159 4:2 177:18159-126 170:2159-129 170:22159-130 171:4159-131 171:10159-132 171:16159-133 171:22159-134 174:2159-135 174:10159-136 175:2159-137 175:11



159-139 176:1159-140 176:716 54:15 87:22 121:15 161:3, 14160 4:3 177:24 178:10, 25 179:2 185:7161 4:4 179:3, 3,8 185:7162 4:5 12:10 179:4, 4, 11, 11 185:7 188:8162-150 179:17 184:17162-151 185:12162-152 185:22162-153 186:6162-154 186:14162-155 187:5162-156 187:1816th 86:19 88:1 90:15, 16 92:12 214:24 215:1 216:117 13:10 61:17 104:13 144:3, 7 161:23170 4:2177 4:3179 4:4, 518 57:17, 23 58:15 104:24 105:6 113:24 145:8, 13 147:10, 15 149:13,20 150:4, 8, 13 151:13 154:23 155:6 183:121801 1:118th 177:1019 150:21 151:21 152:3, 8 153:7, 16 156:13 183:13, 14 214:21190 3:131970s 115:161980s 28:22 115:211989 20:2019th 177:101A 181:15 182:9 184:111B 182:131st 60:24 64:11 68:2, 13 69:2, 7 70:1 164:10 168:6 205:23 209:4 215:6

< 2 >

2 21:5 55:19 56:13, 21 61:4, 5, 8 62:2 78:4 79:17 166:2, 11, 14 167:18, 20, 23, 23 179:22, 22 181:11,18 182:1 184:520 9:16 51:20, 23 62:22 213:12 217:12000 195:22000s 50:162010 29:252011 6:2 29:22 30:1 54:152012 126:3, 62012A 124:212015 41:6 51:5 52:7 57:17, 24 58:8 60:24 64:11 68:3, 13 69:2, 8 70:1, 5 153:22 154:5 155:6 205:232016 20:7 35:23 39:12 41:5, 7 42:10 70:16, 23 71:22 87:8, 22 88:11 90:4 96:13,22 97:6 101:13 102:8 103:6 104:5,13, 24 105:6 113:24 114:3, 15 116:9 118:2, 6, 11,17 119:2, 11, 15 120:14, 21 121:2, 9,15 125:8, 14 126:9,14, 24 129:9, 19 131:3 133:12, 17,25 134:11, 15 135:14, 20, 25 136:8, 12, 17, 23 137:3, 9, 15, 21 138:1, 7, 12, 19, 23 140:7, 25 141:5 143:17 144:4 145:8, 13 147:10,15 149:13, 20 150:4, 8, 13, 21 151:13, 21 152:3, 8 153:7, 16 154:14,19, 23 155:20 156:1, 7, 13 175:52016-CA-004023 1:1 215:8 216:6 217:12017 1:1 3:4 39:11 141:18 157:6, 10, 14, 18, 22

158:1, 9, 16, 22 160:10, 18 161:3,14, 15 164:10 166:25 167:6, 12 168:6 169:13, 18 170:4, 10, 17, 24 171:6, 12, 18, 24 174:5 175:13, 20 176:3, 10 180:15 184:18 188:3, 15 212:1 214:20 215:3 216:5, 6 217:1202 3:142021 214:212028 181:232047 181:25209 3:14210 3:15216 214:24 215:1 216:12178-1 181:1521st 114:3, 1522 153:2222nd 71:8 75:2023 183:20, 2124 58:8 171:24 183:2525 19:8, 9 30:825th 75:20, 2026 129:9, 1826th 88:127 118:6 126:14,24 131:3 133:11 135:14, 20, 25 136:8, 12, 17, 2328 1:1 3:3 137:3 184:8, 9 212:1 216:5 217:129 116:9 137:9, 15,21 138:1, 6 175:4 184:12296-0017 215:122nd 70:15, 23 71:22 133:17 134:15 138:19 154:14, 19

< 3 >3 56:13 61:4, 5, 7 62:4 79:17 90:21 99:6, 24 101:2 166:2, 11, 14 172:14, 18 179:23 182:1, 3, 4 184:53.69 181:243.8 145:18 200:9,10, 13

3:14 81:123:20 81:1230 6:1 21:6 30:9 39:13, 18 42:4, 11 45:25 62:22 63:21 106:7 138:12 159:21 200:12 206:1 215:18 216:14300 1:1303 215:1230th 102:1230-year 45:2032301 1:133 130:5, 17 131:1733602 1:133701 2:4 215:633831 2:103rd 87:8 119:2 133:25 134:10 166:25 174:5

< 4 >4 61:7 62:4 79:17 99:10 112:11 138:23 140:7 158:22, 25 182:6 184:5 199:114.34 181:2542 117:23, 244450 3:4 215:2 216:2

< 5 >5 3:13 78:6, 14 79:7, 8, 18 99:19 112:11 176:10 182:7 186:12 199:12, 21, 21, 22 200:19, 205,504,292 141:85:04 149:85:09 149:8500 21:6, 1351 3:18 120:8 135:256 38:2257 122:16, 175th 157:6, 10, 14,18, 22 158:1, 9, 16 160:10, 18 175:13

< 6 >6 99:20, 21, 25 140:25 155:20 156:1 167:6, 12



169:13, 18 170:4 182:2, 86:40 211:25600 214:24 215:1 216:164 134:365 135:268 146:4

< 7 >7 70:13 88:11 90:4 99:21 118:17 156:7 170:10, 17,24 171:6, 12, 18 182:8, 16 183:8 184:1870 28:9, 18 63:14 142:370s 115:12721 2:4 215:6727.898.7210 2:573 143:7, 1473.7 38:1874 143:7, 13, 1477,000,456 180:5,10777,000 180:2

< 8 >8 99:23 119:8, 11,15 180:1580202 214:24 215:2 216:280303 215:3 216:380503 5:1880s 21:25 115:1381 142:4 159:6, 9813.224.9255 1:184 143:21 144:685 143:20 144:68583 5:1786 3:18863.534.4819 2:11877.222.7598 1:188,507 180:1388,507,000 180:3, 989 181:218th 119:6

< 9 >9 61:17 99:23 118:11 141:5 143:17 175:19 182:20, 219000 2:1090s 75:4 195:295 4:599 152:14

< A >A1 182:12ability 203:16able 9:2 33:17 44:22 48:18 83:7 139:25 145:24absorbing 63:3absurd 191:7, 20accelerating 39:18accept 59:8 143:7 209:25acceptable 46:21accepted 166:11access 8:3, 13, 16 46:8, 8, 9, 16 49:11accessible 98:15accompanying 213:3accomplished 39:6,7accomplishing 31:25 32:2account 40:15 211:10accounting 142:14,16, 17accuracy 161:5 162:3, 7 190:17, 22accurate 18:1 29:12 31:1 46:3 53:1, 10, 18 55:10 58:3 60:18 64:9 68:1 71:15 75:22 77:6, 19 81:5, 19,23 82:7 84:16, 21 85:2, 10, 15, 19 86:7, 15 87:21 90:8 91:8 92:8 96:2, 4 102:1, 7 104:4, 12, 23 105:8 113:16, 23 114:2,13, 21 115:1, 24 117:18 118:1, 5, 10,20 119:1, 10, 14, 18 120:10, 14, 20 121:1, 7, 13, 18 124:24 125:6, 13 126:7, 12 128:5 133:16 134:7, 16 135:8, 12, 19 136:2,7, 11, 16, 21 137:2,7, 13, 19, 25 138:5,11, 18, 22 140:6, 24 141:4 143:16 144:2, 21 145:7, 12 147:9, 14 149:12,17 150:3, 7, 12, 17,19 151:11, 20

152:1, 7 153:5, 9,14, 21 154:13, 18,22 155:4, 19, 25 156:5, 11 157:5, 9,13, 17, 21, 25 158:7,14 160:8, 16 161:1 162:2, 9, 10, 12 164:9, 17 166:23 167:5 169:12, 17 170:3, 8, 15, 22 171:4, 10, 16, 22 174:4 175:3, 11, 18 176:1, 7 188:8accurately 9:19ACDD 50:7achieve 206:6achieved 25:23Acknowledged 213:11 217:1acquire 43:11 103:21acquired 36:8, 12 38:5, 13, 20 79:9,24 80:2 107:10 208:6acquires 38:24 44:20acquiring 195:20,20acquisition 23:5 24:17 32:2 33:21 35:25 41:10 43:20,23 44:12 45:19 62:14 68:11 76:9 89:18 90:22 154:2acquisitions 21:6,10 69:4 94:7 195:18acronym 6:7, 9act 56:9 193:6acting 193:16, 20action 103:14 214:18actual 42:18 207:13actuals 41:6add 76:8added 78:14address 5:14, 15,16 89:15 101:24addressed 127:7adjustments 35:11 36:3advice 56:1advisor 181:8 185:21 211:1, 4affect 47:8 196:21affiliated 21:17, 20affixed 214:19

aforementioned 215:10afternoon 69:7agencies 172:5, 8agenda 90:6, 9, 11 92:18 140:22aggregate 180:1 183:8aggregated 182:17 183:22ago 9:16 19:9, 9,24 20:2 22:10 35:13 44:12 50:11 111:9, 22, 23 117:4 127:12 195:1agree 37:17 40:10 41:25 42:2, 18, 21 47:20, 21 49:10 51:3 54:17 55:23 65:2 67:18, 19 78:4 79:25 82:17 88:13 92:12 100:12 106:19 108:2 123:8, 9 129:22 132:22 161:5, 9 163:19, 25 173:7, 10, 12 174:14, 15 190:16,21 204:24 206:4 208:11agreeable 139:13Agreed 56:11 132:23agreement 18:13 32:18 34:8 35:9,23 39:9 54:1, 10,15, 18 55:11 84:9 108:12 126:6 193:23 204:23 211:12agreements 211:14AGREN 215:1, 21,24 216:1, 16, 17ahead 35:17 59:21 120:4 142:22 161:21 199:16 203:14 204:10 208:22airport 16:22al 1:1Alao 1:1 3:13, 14 58:19 59:15, 25 61:19 62:17 63:17 64:1, 22 65:8 66:6 67:23 68:14, 22 71:9 72:5 78:9, 21 79:14 80:4 82:20,24 83:9, 21 84:6,10 87:2, 14 89:6



90:23 91:10, 25 92:16 97:7, 13, 20,25 99:1 100:7, 15 102:21 105:18 106:11, 22 109:4,17 113:8 114:4, 10,16 116:4 117:21 120:17 121:5, 10,21 122:5 128:20 129:6 130:9, 20 131:20 132:15 133:1, 20 135:16,21 136:5, 13, 18, 25 137:10 138:15 140:12 141:9 143:8 144:24 145:19 146:20 147:17 148:15 149:4, 14, 21, 24 150:10, 14, 23 151:23 152:4, 9, 13 153:18 154:25 155:10, 22 156:2, 8,15, 19 158:2, 12, 18 159:7 160:11, 22 161:8 162:13 163:22 164:3, 18 165:3, 13 167:1, 7,14 168:7, 13 169:1 170:6, 13, 14, 19 171:1, 7, 13, 20 172:23 173:6, 9, 15,20 174:7 175:9, 15,21, 23 176:5, 11, 15 188:25 190:3, 4, 6,16, 21 191:1, 8, 15 192:3, 8 196:7, 11,25 198:18 201:7,13, 21 203:25 204:7 205:2, 3, 5,11, 17 206:3, 11, 15 207:5, 14 208:2, 21 209:6, 22 210:14allegation 195:24Allen 75:13allocated 48:6 183:11allocation 185:16 187:21allocations 62:13alluded 199:11alter 33:5altered 190:12amendment 124:21 213:3 215:14, 16,20 216:6, 14 217:1Amendments 213:8,10

amenities 19:16 55:14 63:24 64:18 68:11, 20 69:2 72:25 93:5 95:1,24 96:1 107:23 109:12, 16, 21 110:1 112:22 113:2 173:2, 14 203:11, 24 205:1,10 210:1amenity 57:9 88:10 92:24 93:1amount 62:11 143:1 144:20 183:22 184:7 205:9 206:18amounts 103:8 191:4, 11 209:16analysis 143:5 144:18 187:8, 10 207:21, 23analyze 80:22 186:24, 25Andersen 1:1 3:13,14 5:6 15:13, 23 16:2 19:1, 4 37:9,14 40:1 53:7 58:20 59:16, 23 60:6 61:20 62:19 63:23 64:3 65:2,11 66:12 67:25 68:17, 25 71:11 72:7 78:12, 25 79:15 80:9 81:13 82:15, 22 83:5, 17 84:4, 7, 12 87:3, 17 89:8 90:25 91:12 92:2 95:22 96:2 97:10, 17, 22 98:2 99:6 100:11, 20 103:5 105:20 106:13 107:2 109:10, 19 113:13 114:6, 12, 18 116:5 117:23 120:19 121:6, 12, 23 122:8 128:21 129:8, 16,21 130:16 131:1 132:3, 22 133:3, 22 135:17, 23 136:6,15, 20 137:1, 12 138:17 139:18 140:3, 5, 13 141:11 143:9, 23 144:1, 7,25 146:9, 22 147:18 148:22 149:6, 9, 16, 23 150:2, 11, 16, 25 151:25 152:6, 11,

15 153:20 155:1,12, 24 156:4, 10, 16,20 158:4, 13, 20 159:11 160:13, 23 161:10 162:18 164:1, 6, 21 165:9,15 167:3, 9, 15 168:10, 17 169:7 170:7, 21 171:3, 9,15, 21 172:24 173:7, 12, 18 174:9 175:10, 17, 22, 25 176:6, 13, 19 177:3 178:22 179:1 189:6 190:1, 13, 19,24 191:6, 13, 25 192:6 196:6, 10, 23 198:16 200:25 201:16, 19, 25 202:2 204:2, 10 205:8, 14, 22 206:5,12 207:1, 10, 22 208:10, 22, 25 209:9, 20 210:12 211:21 216:6angry 60:2, 3, 9annual 31:18 34:14 141:16 182:18 183:2 184:2 200:12answer 15:4 19:2,3 21:18 22:20, 21 31:10 32:20 33:20 34:7 37:13, 15 40:9 48:5 59:16,20, 21 112:6 124:17 169:3 190:14 193:12 196:25 204:13 208:9answering 128:3 140:17 191:18answers 37:10anticipate 181:4anticipated 151:14anticipation 33:4, 6anybody 12:5 36:10 38:8 40:1 80:17 139:20 190:2 201:4apartment 110:3 112:14 199:9 202:10 203:3apologize 22:5 78:10, 22 191:8 203:18 209:23apology 59:8apparently 131:21appear 11:20, 24

APPEARANCES 1:1 2:1Appearing 1:1, 1 2:6, 12appears 76:25 88:9 99:10, 14, 14 105:12 164:20 174:10 183:6applicable 215:15,17application 25:11applications 25:15applied 80:1apply 145:25 146:8 203:22, 23 204:1applying 174:19appointment 101:12 104:5 113:19 133:17 153:6 166:23appraisal 38:4, 12 106:21 207:13 210:2appraised 37:18appraises 38:13approach 43:24 106:8, 16 108:24 109:3 207:12appropriate 57:4approximately 21:13 216:6April 118:2, 6Arapahoe 3:4 215:2 216:2arbitrary 173:21area 33:15 115:22 122:24 179:21, 21,22, 23 181:14, 15,17 182:1, 9, 12, 12,13 183:16 184:4, 4Areas 166:2, 10, 11,13 184:10 185:16arm's 56:18 211:10arrange 215:12array 27:20asked 14:15 31:11 32:13, 23 34:13 42:9 43:14 45:23 47:1 69:19 97:1 110:5 111:23 133:10 169:12 186:25 193:5, 24 194:19 205:18 206:25asking 13:1 15:5,9, 19 26:11 37:21,23 39:25 70:2 77:4 78:17 79:4



82:6 83:22 84:5, 6 96:24 110:10 116:13 127:24 130:22 131:2, 13 139:17 152:12 203:12 204:12 208:23asks 91:21assessing 35:1assessment 27:12,25 30:23 31:3, 7, 8,19 33:18 39:15 45:20, 20, 22, 23 124:8, 11 141:8, 13 142:7, 8 145:17, 25,25 146:7, 11, 17, 23 147:4 167:24 169:5 172:21, 25 173:4, 10 183:24 184:15 185:16assessments 27:22 31:8 34:14 41:20 142:6 144:16 146:2 152:23 159:15 168:1 184:5 187:24 188:2, 3, 4 192:15,17, 23asset 32:18 34:8 35:8, 22, 25 37:8 79:21 81:2 98:20 202:18assets 32:3, 9, 10,12 33:9, 21 34:2 36:7, 11, 18 38:5,12, 19 39:1 41:11 42:19 45:11 55:24 57:9 73:7, 12, 16 78:7, 15, 19 79:9,12, 22, 24 80:2, 3, 7,9, 12, 13, 20 90:22 94:13 98:9, 23 99:4 103:11 107:8,9, 25 195:20 210:10assist 24:18 41:13assistant 16:21 77:17assistants 148:18assisting 41:9associated 33:24Associates 27:7, 24 28:5 30:4 41:18 207:4assume 23:20 26:3 64:12 66:10,13 70:19 91:22 141:15 199:14, 17

204:20 210:6assumed 182:1assuming 60:4 62:20 122:23 142:8 181:19 200:16, 17 202:22assumption 23:18,23 24:1, 4, 4 60:5 80:6 103:12 109:5,7, 7, 9 112:16 123:11, 13 132:20 143:11 153:2 201:4, 6 204:15, 20assumptions 103:15 143:6, 10 185:4 190:10 205:19attached 16:14, 15 38:8 54:8, 9, 18 91:13, 14, 15 104:13 105:5 120:22 122:11 147:11 153:10 160:10 175:7 213:10 215:15, 17 216:16attaches 90:6 124:20 125:18attachment 60:25 70:6 96:21 98:12 100:4, 13 148:11 151:3, 4 152:2 171:23 172:2attachments 14:23 17:22 64:10 68:1 96:17 105:3, 4, 5 121:8, 19 126:8 145:14 150:21 156:17 160:20 164:11 175:22 176:3attempted 36:6attempting 82:10attend 71:7 72:10 215:10attended 60:15, 16 72:17, 18 86:21 88:20 89:3 132:21 163:23 168:14attendees 89:5attending 60:14 88:22attention 164:20attorney 7:3 26:11 123:21attorneys 214:17attributable 129:23audience 86:25 87:18

August 133:17, 24 134:10authenticate 83:3,7, 9, 13, 16, 17, 21 84:3authenticating 83:25authentication 82:11, 13author 31:20authored 128:21Authority 20:25 74:22AV 36:20, 21, 23 37:6, 22 41:1 48:10, 16, 21 49:18,20, 24 50:2, 3, 8 61:17, 23, 24 63:3 67:16 73:1, 3, 6, 12 74:24, 25 75:1, 8 76:9, 14, 23, 25 78:7, 15, 19 79:12,23 87:22 89:19, 23 92:13 98:6 106:19 109:5, 15, 20 112:25 113:11 123:10, 15, 17, 21 124:5 127:11, 17 128:16 129:12, 23 130:2 131:6, 7, 18,21 142:21 143:1, 6 146:8 162:20, 22 187:22 191:22 192:25 209:25Avalon 2:9 201:20Avatar 36:24 40:12, 14 42:3 49:21 112:24 191:3, 5, 11 204:5 209:9AVE 198:20Avenue 1:1 2:4 3:5 215:2, 6 216:2AV's 40:25 72:23aware 27:17 33:6 38:11, 15 80:24 109:10 116:19 168:5awful 64:24 192:16

< B >back 19:2 31:13 37:10, 11 49:21 50:14 53:5 55:17 59:1 105:10 115:12, 14, 16, 18 122:17 126:22 127:19 128:11 129:15 132:11

143:24 161:14, 15,23 167:16 169:15 177:17 181:13 183:8, 16 184:25 195:2 200:10 207:15backwards 27:1 182:11bad 58:25balance 146:2ballpark 21:15 28:24 29:6 35:10banker 18:9banking 5:22 18:13 53:25 54:14,18 55:11 193:23 211:12, 14Barbara 3:5 6:17,18 214:4, 23Bartow 2:10base 45:2based 26:19 31:1 37:18 42:4 45:22,23 46:1 52:16 61:16 80:6 112:12,13 141:14 143:5 187:21 197:5 200:7, 22 202:14,24 203:3 206:1, 2,7 207:23 208:11 210:1, 5, 8basically 103:22 128:3 177:13basing 195:12, 13basis 117:14 209:15Beach 21:2beginning 22:20 82:10 172:4 188:14behalf 1:1, 1 2:6,12 54:5 55:1believe 19:14 24:18 25:13, 14 27:20 35:16 37:2 41:15, 19 42:23 53:10, 13, 13, 17 54:7 56:15 62:3 68:9 72:17 73:5, 6 75:1, 7 88:18 90:16 91:15 96:21,23 97:10 98:22 101:23, 25 105:2 108:25 113:5, 9, 11 126:18 127:1, 6 128:12 129:2 139:2 141:22 148:23 154:11 159:25 160:3, 5



163:3, 13 164:16 166:6, 10, 15 168:8,16 169:11 178:4,12 179:22, 24 181:16 183:15 186:4 196:16 197:2, 2, 3, 4 200:8 205:13 209:25believes 86:24 91:20bell 161:25belong 128:16belongs 98:5beneficial 48:18, 20,21, 22benefit 40:25 173:2, 14, 25benefits 173:22, 23best 11:6 56:10 70:7 124:16, 17 189:13 193:7 205:6better 37:24 48:25 53:20 172:19, 20 202:23bidding 73:25big 79:21 112:18 131:16, 21 200:1bigger 10:23, 25 173:22biggest 74:7billed 128:2 130:15 131:12billion 21:5, 9 28:24 29:2, 7, 8 201:11BJC 213:19black 78:11, 13BLANDO 215:1, 21,24 216:1, 16, 17blend 89:16blow 166:18 184:14board 60:3 87:15 90:17 102:25 103:7, 14, 19 118:16 140:16, 20 144:14 145:21 163:21 164:23 165:10, 18 169:3 189:3, 4, 5 193:15 194:6 210:19boards 191:22board's 102:19 146:5 163:10 205:12Bob 52:13, 14 55:3 57:15 58:9,15, 24 175:12

body 107:11 197:25bold 78:13 79:19bolded 78:6bond 4:3, 4, 5 13:24 18:14, 15 32:23 33:3 42:10 43:15, 25 46:12, 14,19 47:17, 19 48:11 49:5, 7, 12 61:3, 4 62:5, 9, 12, 16, 21 63:19 65:4, 16 66:8 67:14 68:8 69:4, 17, 19 74:15 99:7 100:1, 8 101:1 111:14, 20 116:11, 18 117:2, 8 127:22, 22, 23 128:7 142:11 146:23 151:5 178:7, 8 179:6, 9 181:20 183:16, 23 184:10, 10, 11, 13 186:9, 22, 23 188:5,6, 19 192:21 197:10 200:2, 13 206:13bonded 143:1bondholder 116:21,25 117:15bondholders 62:25 63:2 117:12bonds 18:16 28:9,19 34:14 39:13, 14 46:6, 24, 25 47:7,22, 24 48:19 49:2 50:25 57:1 62:24 69:4 88:10 117:7 126:3, 20 144:18 165:5 172:5 179:21, 22 180:18 181:15, 21 183:18 193:16 197:8 206:13, 19, 22Bonterra 93:8 94:15B-o-n-t-e-r-r-a 93:11books 40:15borrow 200:10bottom 51:23 52:2 55:18 76:17 121:24 143:4 151:1 180:14bought 204:18Boulder 3:5 6:17 215:3 216:3Box 2:10

break 120:3Brenda 1:1bricks 106:9, 21 107:4 108:24 109:2 210:2, 11brief 181:10briefly 43:9, 10 200:4broad 16:20 27:19broader 153:25brought 59:14, 24 163:2Broward 93:13budget 40:18, 23 41:7 163:10budgeting 183:24budgets 40:20 41:2, 6, 9, 14 66:20build 10:19, 19 154:4builder 37:6building 154:9, 10 203:3Bulleit 29:19 54:22bullet 130:3bunch 122:22BUSH 1:1business 5:16 12:11, 17 13:13 14:8, 9 15:6, 10, 11,21, 24 16:4, 6, 9 22:14 26:20 28:17 52:24 54:21 148:2 189:21 210:18buy 44:25 110:3, 4 112:14 204:19buyer 203:6, 19, 20buying 109:12, 21 112:21 113:1 203:20

< C >C.R.C.P 216:14calculation 42:16,17 184:9, 11 200:15 202:15calculations 182:5 183:2 202:13calendar 133:16 153:6 166:23 176:22California 19:22call 16:22 52:3 55:23 70:1 76:22 89:18, 22 104:6, 15 106:1 108:23 113:17 144:9 146:11 147:4 153:6 166:24

176:13, 16, 21, 24 177:4 188:18 215:12called 3:3 18:19 20:24 22:25 49:21 74:10 93:17 95:4 110:24 146:24 168:23calling 178:22calls 46:12 67:5 70:3, 4 88:25 89:12, 21 101:17 104:10 125:19 147:4 176:20 196:23 204:8 208:19cancel 60:11canceled 60:13 89:2 134:25cancer 58:[email protected] 1:1Cangien 163:5cap 31:19 112:8, 9,11 169:5 199:11,14, 17, 21, 22, 25 200:2, 2, 15, 20 202:11, 13, 15, 16,16, 19 203:3, 20, 22capacity 44:8, 9Capital 5:12, 20, 21 18:16 29:13, 17, 18 42:14 63:12 78:2 130:5, 17capitalized 180:11capped 36:15 39:12capping 39:14caps 78:13 184:15captured 17:1cards 51:14career 6:1 22:21Carr 111:6, 6Carter 1:1 82:9 178:21, 21 216:6Case 1:1 13:18 16:3 17:4 25:25 27:15 45:17 50:4 51:22 53:9 77:20 83:6 84:18, 24 85:3, 12, 16, 21 86:10, 17 91:9 92:9 108:9 109:3 114:23 115:2 116:2 117:20 118:12 119:19 120:16, 23 121:3,20 125:1, 9 133:19 137:16, 21 138:2, 8,



14, 25 139:24 150:22 151:22 153:17 155:9, 21 156:14 158:10, 17 166:25 170:11, 18,25 175:5, 14 177:8 192:23 200:19 202:5, 23 204:18 207:4 215:8 216:6 217:1cash 18:24 42:3 66:4 106:7, 15 107:10, 18, 19 108:7 112:7, 18 202:18, 21, 22, 24 203:1, 3, 7, 20 206:7 207:12, 17,20, 23, 25 210:5casino972@gmail 101:23cast 180:4Castillo 3:6 214:4,23caught 53:15 105:15cause 5:3caused 54:9cautious 83:24caveat 148:16CC 93:17 215:25 216:17CD 28:9, 18CDC 188:21CDD 50:8 94:15 108:17 111:10 124:21 142:19 203:16, 24 204:3, 4CDDs 73:15 204:25center 80:21 169:8centers 92:25 93:2certain 50:3 102:16 198:19 207:12Certainly 70:18 139:22 195:4CERTIFICATE 214:2Certified 3:6 214:5certify 213:1 214:4, 10, 15cetera 32:12 89:14 187:1CH2M 44:9chain 71:25 83:2 124:19 135:25 150:1chains 82:25chairman 55:5, 5chance 7:20 72:21 94:22

change 116:16 128:13changed 6:25 141:18changes 215:21 217:1changing 116:11 141:20charge 45:21 152:18charged 34:15charges 32:7charging 35:1checked 37:7chemo 22:9Christmas 51:14 155:13CIRCUIT 1:1, 1CIVIL 1:1 3:2clarified 126:20clarify 22:7 27:10 50:1 68:23clarifying 22:17clarity 64:25clean 174:10cleaned 128:6clear 28:7 84:8 103:19 140:18clearly 163:20client 193:13clients 95:12 189:23 193:10 194:11 195:19close 28:12 52:20 59:6, 7, 12closed 11:3closer 173:23closes 76:15closest 184:19closet 80:20closing 42:4club 24:23 31:23 32:3, 7, 8, 10, 12, 19 33:9, 17, 21 34:11,16, 19, 24 35:2, 2, 4 37:3, 3 39:4, 15, 22 40:6, 10, 11, 13, 18,20 42:5 43:17 45:16, 21 79:22 80:8, 10 93:22, 23,25, 25 94:16, 18 96:1 97:19 99:11 108:7, 10, 15, 18 112:5 203:15, 17,21 204:6, 13, 22 206:2, 9 207:24, 25 208:11, 12, 18 209:4, 10

coffees 72:16, 20cold 163:16collect 142:22 203:16 204:4, 5collected 45:3collecting 142:18collection 8:12 203:1collections 99:24Colorado 3:5, 8 5:17 6:15, 17 214:1, 7, 24 215:2,3 216:2, 3column 181:14come 40:4 47:15 63:23 79:21 202:19comes 17:9 164:19, 20comfortable 87:18coming 32:21 207:25commencement 214:8commencing 3:4comment 23:14 86:23 133:2 172:14, 18 173:8, 8 211:16comments 78:2, 5,14 79:11, 18 86:25 87:11 91:20 154:8commercial 38:3,12 56:18 202:11 207:13commission 213:15 214:21 217:1commissioners 169:3common 165:8 192:7commonly 73:9commonplace 197:15, 16, 17, 18communicate 192:4 197:20, 24 198:6communicated 109:15 192:9communication 50:22 191:3communications 109:11 191:11COMMUNITY 1:1, 1 5:23 10:11 18:10 38:23, 24 46:8, 10 49:10 54:10 55:2,6, 12 72:22 73:13 93:4, 8, 15, 20

94:10 95:24 103:7 117:9, 10 118:16 215:8 216:6 217:1company 6:8 7:18 17:12, 14 18:18 23:2, 7 24:6 27:4 29:11, 15 36:25 44:3 72:16 73:24 83:5 108:18 115:10, 10, 11, 11 178:16compensated 23:9competent 195:7,11competing 95:4competitor 28:16Compilation 3:18,18, 18, 18, 18, 18 4:2, 3, 4, 5compiled 100:8, 9,10complete 7:14 79:9 213:4completed 18:1 135:1completes 38:25completing 63:4 197:3complex 165:5 199:10 202:10complexes 110:3 112:14compliance 7:10,13, 17, 18 8:17Composite 51:17,20, 24 57:13 81:14,16 119:22 120:7 135:1, 11 147:19 148:9, 10 149:10 156:21 157:2 169:20 177:17, 24 178:10, 25 179:3 185:6, 12 188:7 190:8conceded 132:23 133:5concept 109:20concepts 128:15concerned 188:20concerning 57:7concise 140:18conclude 9:6, 10concluded 173:1 211:25conclusion 196:24 204:9condition 59:10 108:12



conducive 80:12conduct 210:22conducting 88:16conference 67:4 88:16, 19, 21, 25 104:6 113:17 169:9confidence 163:10confidential 113:3 172:6 174:11confirm 9:7 10:6 23:22 85:24 91:7 92:7 105:4 119:23 128:1 133:11, 15,23 134:7, 14 135:3,11, 18, 24 143:16 147:8, 13, 20 156:22 166:22 167:4, 10 169:21 197:6conforming 206:21confused 13:21confusing 80:20confusion 15:5conjunction 20:11connection 191:24consent 116:21, 25 117:15 128:24consider 7:14 80:17 195:7, 9consideration 98:10considered 26:13 80:16considering 116:11consisted 198:23consolidated 182:22conspiracy 191:4,12constant 48:4constitute 213:3constitutes 214:13constraints 184:4construction 32:24 33:3 62:14consult 26:10 42:24consultant 20:24 26:15 27:12, 25 31:8, 15, 15 44:1 97:12 172:25 173:11 194:15 195:8 196:12, 15 209:1consultants 106:25 196:16 198:19, 23consultant's 174:1consulting 30:23 31:3consumed 76:10

consummated 45:10consummation 34:19contact 75:12 189:4contains 193:23contemporaneously 148:24 149:2content 84:3contents 83:23context 20:21 27:21 32:13 40:21 51:13 56:13 66:8 96:23 102:13, 18 110:11 111:25 124:2 129:11 132:2, 3 189:3contingencies 180:21continue 6:5 40:7 44:15 45:16 108:5 159:16CONTINUED 2:1 4:1continues 99:17continuing 18:3 62:1 108:3, 7 126:2, 4, 5 169:2contract 26:2 27:18 41:21 181:1,3contracted 159:4,10control 36:23conversation 97:6 173:21 188:23conversations 22:11 89:14 110:19 132:4 142:8 188:13, 22convince 116:17convinced 198:23coordinate 92:14copied 98:14 176:9 190:11copies 8:12 135:5 139:17, 19 156:23 169:23 177:20 185:8 188:9, 11copy 53:1, 10, 18 55:11 58:3 60:18 64:10 68:1 71:15 75:22 77:6, 19 81:6, 19 84:16, 21 85:2, 10, 15 86:7,15 90:8 91:8 92:8 96:16 102:1, 7 104:4, 12, 23

113:16, 23 114:2,14, 21 115:24 117:18 118:1, 5, 15 119:1, 10, 14 120:10, 14 121:1, 7,13, 18 124:24 125:6, 13 126:7, 12,13 127:1 129:17 133:16 134:8, 16 135:12, 19 136:3, 7,11, 16, 21 137:2, 7,13, 19, 25 138:5, 11,18, 22 140:6, 24 141:4 143:17 144:3, 22 145:7, 12 147:9, 14 149:12,17 150:3, 7, 12, 17,19, 21 151:20 152:1, 7 153:5, 9,14, 21 154:13, 18,22 155:4, 19, 25 156:5, 11 157:5, 9,13, 17, 21, 25 158:7,9, 14, 16, 23 160:8,16 161:1 164:9 166:23 167:5 169:12, 17 170:3, 8,11, 15, 18, 22, 25 171:4, 10, 16, 22 174:4 175:3, 6, 11,18 176:1, 7 215:14,16, 21copying 126:15corner 51:24 52:2Correct 6:4, 6, 19 7:4, 7, 16, 19 11:9,21, 22 16:7 17:24 18:5 20:13 25:5 26:5 27:13 34:9 38:2 43:16 54:24 56:5, 8 64:3, 4, 13 75:24 81:8 91:24 92:1 96:16 100:3 104:14 113:20 115:15 117:11 127:21 128:7, 9, 17,18, 19 129:1, 5 130:19 131:8 132:14 133:12 141:1, 6 144:25 148:3, 4 189:9, 10 190:15, 20, 25 196:4, 7, 9 198:2 203:8, 9 214:14correctly 15:12, 22correspondence 199:1corresponding 47:23

cost 66:21 107:17 180:17costs 62:13 180:12 182:5, 6 185:16counsel 14:25 34:22 46:18, 19 49:6, 7, 16 89:13,24 106:24 116:12,18 193:11 198:3, 7,24 214:16 215:22,25 216:17counsel's 129:5, 18country 107:16counts 122:23 123:23COUNTY 1:1 214:3couple 14:3 32:11 39:7 50:25 93:16 126:21 210:17course 12:11, 17 13:20 14:8 15:6,10, 11, 21, 24 16:4,6 17:7 32:12 80:21 86:2 148:2COURT 1:1 6:18 19:1 37:10 51:16 215:1, 24 216:1, 17Covelli 77:3 78:5,14 79:16 123:20Covelli's 79:11covered 190:8 201:25covers 199:7create 14:3created 16:13, 15 40:6 61:14 62:4 94:12 99:8 100:3 178:11, 17 185:19,20 186:2, 10, 17 187:2, 11, 13, 25creating 41:9, 13 159:24credentials 87:16 88:5 90:18 92:5credibility 207:2credit 146:8, 11 147:5 172:6, 21 174:11 192:22, 24credits 48:7 145:25 146:1 147:3crowd 60:2crowded 155:15CRR 214:23curious 73:2current 37:2 39:9,9, 21 144:14 206:23



currently 34:15 40:8 74:9 142:10 145:22 184:19curse 58:18, 21customer 107:22 108:13, 21 109:1customers 189:22cut 127:18

< D >Dan 162:24dangerous 109:6, 9 201:3, 6 204:15, 20 210:6, 7Danielsen 91:19Darin 28:13dark 78:13data 12:21, 21 61:23, 24 100:21 165:24 179:15date 20:8 64:8 83:10 87:21 88:2 90:17 101:16 215:18, 19dated 60:24 61:17 118:17 119:8 133:17 167:11 184:18dates 6:25 71:2 97:14 178:3Dave 59:24day 22:13 45:1 53:2 58:4, 11 60:19 67:13 68:5 70:10 75:23 77:7 81:7 83:18 90:9,14 96:18 105:13 112:15 127:3 129:4, 10 176:18,20 177:1, 1 181:25 211:24 213:12 214:20 216:6 217:1days 58:18, 22 101:18 215:18DBC 178:13, 16deal 12:23 16:25 30:17 56:16 76:14 80:17 110:11 111:16 132:11 139:21 156:25 160:4 166:12 198:20 202:8 205:7, 24 207:23dealers 210:22dealing 40:22 134:3 144:19deals 28:20 95:3

166:16dealt 27:21 28:6debate 46:7, 23debt 31:17 41:20 45:25 117:13 128:2 141:16 142:7, 10, 11 159:20, 21, 21, 22 166:1, 9, 13 180:12 182:17, 18 183:2, 7,22 184:2, 6 185:9 188:3, 4 206:1, 18,24December 60:24 64:11 68:2, 13 69:2, 7 70:1, 4 156:1, 7, 13 205:23 206:13 209:4decide 35:3 100:23decided 159:13decisions 191:23decrease 142:11 144:14decreasing 207:19deducted 63:13deducts 42:14deed 34:17 39:9,21 40:5 202:25Defendant 3:3Defendants 1:1defer 78:7, 15 79:12 198:3deferred 78:19defined 35:22 94:19defunct 111:5delay 172:13delayed 134:19DENVER 214:3, 24 215:2 216:2deny 45:14 68:23Deponent 213:8 214:8 215:14 217:1, 1DEPOSITION 1:1 3:2, 11 6:11 9:15 84:8 88:17 139:4 177:6 190:9 211:25 214:10 215:6, 10, 12, 16, 21 216:6 217:1describe 11:2 27:14, 16 31:24 47:4 50:19 53:24 70:16 76:20 89:8,20, 22 99:25 154:1described 13:15 17:11 29:14 31:23 39:21 42:20 43:4

49:11 55:18 65:3 86:1 89:9 119:24 135:4describes 97:5DESCRIPTION 3:15 181:10designed 40:8 42:3 94:19 211:14detail 168:3determined 32:25 40:5 180:17 209:10determining 24:20Devco 93:17develop 24:17 25:17developed 181:16 182:12, 13 187:22developer 63:25 64:19 93:14, 15, 19 94:20 110:9 111:2,3, 4, 4, 10 193:1 197:13developers 93:16 202:8DEVELOPMENT 1:1,1 5:23 10:11 18:10 54:10 55:2,6, 12 61:17 73:13 93:4, 9 94:10 95:25 103:7 117:9,10 118:16dictate 79:23difference 180:9differences 65:14different 15:19 22:13 27:2 37:5, 5 43:13, 14, 20 45:7 51:20 62:12, 15 65:24, 25 66:4, 4 73:23, 24 107:24,25 113:7 123:2 178:3 179:6 182:23 183:10 184:4 200:3, 5, 7 209:16, 17differentiate 210:24difficult 116:16, 21digging 94:22diligence 89:16 94:4 192:20 198:9,10direct 7:8directed 9:3 53:8direction 145:21 146:5directly 132:12

disagree 80:5 161:9 162:3, 16 163:25 173:19discarded 18:3disclose 193:13, 15 211:4, 8disclosed 28:13disclosing 126:5disclosure 62:1 125:25 126:2, 4disclosures 57:7 211:13discount 47:17 180:2, 22 181:4discounts 99:24discuss 70:20 90:18 177:14, 15 200:6discussed 91:2 103:20 112:10 128:15 130:8 168:24 177:13discussing 57:11 69:1, 12, 22 101:1 192:25 197:13 200:14discussion 67:21 68:5 90:21 105:15 111:25 112:1, 4 142:2 154:3discussions 48:15 68:6, 7 109:20, 23,25 110:2, 8 112:20,25 168:22, 24distinction 31:10 200:1distribution 13:8,11, 14, 18, 23, 25 14:1 16:23, 24 30:16 56:17DISTRICT 1:1, 1 18:16 20:6, 9, 10 21:22 24:12, 14, 16 25:4, 9, 13, 19, 23,25 26:6 27:19 30:24 32:15 33:1 34:13, 21, 25 36:14 37:24 38:6, 24 39:8 42:8, 24 46:18, 22 48:18, 22 49:1, 6, 14, 15 50:4,5 54:11 55:2, 6, 12 56:7, 10 57:9, 10 62:23 66:20, 25 73:13 78:8, 16, 20 79:13 80:13 89:13,13, 24, 24 90:19 93:4, 9 103:7, 20 106:24, 24 117:9,



10 118:16 124:7, 9 126:1, 6 128:4 129:4, 18 139:22 141:15 154:3 159:25 181:16 182:13 189:16, 18,19 191:4, 11 193:7 194:2, 8, 17 196:5,8, 17 197:7, 10, 11,13, 21, 25 198:3, 18,24, 25districts 4:5 5:24 10:11 18:10 20:12 24:24 25:7 27:20,24 32:2, 19 33:12 34:3 36:8, 12, 19 37:16, 20 38:13, 17 40:22 41:10 43:1,2 47:18 48:20 49:9, 13, 23 50:2, 7 54:6 55:20 56:16 57:1 72:25 73:4,7, 14, 16 90:13 92:24 93:1 94:6,9, 10 95:1, 2, 5, 23,25 96:10 97:12 98:25 115:12 117:12 173:1, 13 181:2 182:15 189:9, 12, 17 200:23district's 42:23 124:7 181:8 198:7 204:24divide 200:19divided 33:20 112:7dividing 202:18DIVISION 1:1document 8:12 13:22 16:13, 15 17:5, 5 51:21 53:11, 21, 24 54:2 78:4 83:20 99:8 100:4 118:21 119:5 122:10 151:22 164:13 172:1 185:18, 24 186:2, 17 187:14,17 193:4documentation 146:6documents 7:5, 9,11, 12, 21 8:25 9:22 10:16 11:19,19, 20 12:7, 9, 15 13:4, 13, 17, 19 14:4, 6, 8, 10, 13, 15 16:2, 18 17:4

51:20 52:15 68:19 82:11, 12 94:23, 23 116:14 119:24 135:3 148:24 156:22 169:22 177:19 185:8 188:9doing 5:25 62:20 80:16, 17 82:19 113:12 182:6, 7 184:2, 3dollar 28:20 205:9 209:17dollars 35:21 192:15 199:22 200:21double-check 143:25Doug 1:1 176:9, [email protected] 1:1draft 13:10, 10 127:10, 18 128:6 172:4 174:11, 16drafted 127:6, 13,16drill 34:1 84:11driven 141:14driving 15:8 159:3Dropbox 8:14, 20dropped 141:21 201:20due 89:16 94:4 192:20 198:9, 9 215:19duly 5:3 214:9dumb 164:24 165:11, 19DUS 22:25dust 166:18duty 56:7 189:9 194:2, 7 211:5, 9

< E >earlier 17:11 86:1 89:10 105:13 110:13 119:24 135:4 189:7 193:3,5 199:9early 50:16 75:4 159:22Eckert 77:16 79:8 90:5 119:7 128:25 133:25 140:9 176:9, 14 177:7Economics 38:4Ed 29:19 54:22edits 128:10educating 192:18

effective 48:17 54:15effort 87:13 189:13EFG 21:8, 17, 20, 24 22:3, 19 23:2, 13,25 24:2, 7, 25 25:6,10, 25 26:7 35:23 41:16, 17 44:3 48:1, 13 65:9, 16,18, 22 66:18, 24 80:1, 6 97:1 118:16 130:17 132:13, 19, 23 140:19 144:9 186:1 194:14, 23 195:4, 6, 7, 24 196:5, 8, 13 197:3,3 207:3, 7, 7, 11EFG's 26:2 47:16 65:12 144:23 163:11 196:21 198:23Eight 158:20either 12:5 19:21 74:20 93:13 96:6 98:6 111:9 117:8 124:10 143:12 176:25elaborate 28:1electronic 10:4 12:15electronically 8:2,3 11:24 14:11eliminated 42:12ELM 163:9, 12, 17else's 99:4 122:13email 11:25 12:1 14:18, 23 16:14, 16,23 17:20 38:9 52:6, 9, 11, 21 53:2,5, 6, 8 57:14 58:8,11, 14, 15 60:23 64:10 67:20 68:1 70:6, 7, 22 71:16,21, 25 76:16 77:13,14, 16, 20 79:5 81:20, 24 82:25 83:1, 2, 10, 13 84:8,17, 17, 22 85:2, 8 87:8 90:4, 9 92:10 96:14, 17 97:4 100:4 101:24 102:8 104:12, 13,24 105:2, 5, 11, 13 106:1 113:24 114:2, 14, 22 115:1 116:8, 8 118:2, 5,10 119:2, 6, 7, 11,14 120:14, 21, 22

121:1, 8, 14, 18, 25 124:19, 20, 25 125:7 126:8, 13, 15,23 127:2, 2, 5, 19 128:16 131:4 133:11, 24 134:8,10, 14 135:13, 19,24 136:8, 11, 17, 22 137:3, 8, 19, 25 138:5, 11, 19, 22 140:7, 24 141:5, 12 143:17 144:3, 8, 22 145:3, 8, 13, 17 147:9, 11, 14, 15 148:10, 14 149:13,18 150:1, 4, 7, 13,18, 20 151:1, 20 152:2, 7 153:9, 15,22 154:1, 13, 19, 22 155:5, 14, 19 156:1,6, 12, 17 157:5, 9,13, 17, 21, 25 158:8,15, 23 160:9, 10, 17 161:2, 6, 11, 19, 22 163:2 164:10, 17 167:5, 11 168:21,24 169:13, 17 170:3, 9, 16, 23 171:5, 11, 17, 23 174:5 175:3, 12, 19 176:2, 8 190:7e-mail 87:4emails 3:18, 18, 18,18, 18, 18 4:2 12:4 14:24 17:13, 23 18:2 57:19, 21 58:3 60:19 75:23 77:7 81:6 83:3, 4,11, 23 84:13 85:11,15, 20 86:1, 4, 7, 16 91:8, 13 92:8 105:8 115:24 117:19 119:18 120:11 137:14 147:21, 23 148:12,17 156:22 169:22 177:15, 18 190:10,17, 22Emma 126:1emotion 196:2employed 214:16employee 75:13employees 24:6 189:20employment 5:11enclosed 67:21 97:18 215:16encompassed 10:23



encompassing 9:3,7ended 25:10engaged 93:8 94:21 98:8 115:11engaging 153:25engineering 44:8ENGLANDER 2:3ensuring 57:8enterprise 18:25entire 29:14 85:7 166:6 199:8 207:2entirety 177:18entities 37:6 50:8entity 36:20, 22 113:7 193:15envelope 216:16Environmental 18:19 65:6Epstein 163:20equal 47:17equalization 146:11, 17, 24 147:5 172:21equally 139:25equals 145:18escalator 42:12Esq 1:1, 1, 1, 1 2:3, 9 215:3 216:6establish 40:23 66:20established 189:8estate 110:4 202:7, 12estimate 29:3 36:6 180:19estimated 69:18et 1:1 32:12 89:14 186:25evaluation 174:12eventually 111:6 146:10Evergreen 163:15,17, 18everybody 28:10 61:12 173:24everybody's 36:14 41:22 145:22everyone's 91:20exact 35:14 51:6 64:8, 8 65:5 67:15 90:17Exactly 22:3 25:1,10 27:10 70:11 95:21 132:6 175:1EXAMINATION 3:12 5:5 190:5 202:1 209:21

210:15 214:8examine 80:3examined 5:4example 11:24 13:10 85:7 203:2exceed 181:3exception 56:3 163:10exchange 13:13, 17 51:13excluded 33:11exclusions 32:11execution 189:23executive 162:20exempt 46:14, 25 47:17 48:11, 19 49:12exerted 191:23exhaustive 10:12EXHIBIT 3:15, 18,18, 18, 18, 18, 18 4:2, 3, 4, 5 51:16,17, 24 54:8, 9, 14,19 55:10, 17 56:5,6, 13, 22 57:6, 14 58:7 60:21 61:6 62:3 63:10 67:10 70:13 71:19 75:15,18 76:17 77:10, 23 81:5, 10, 14, 17, 22,23 84:13, 14, 20 85:5, 7, 14, 19, 24 86:6, 14 87:5 88:7 90:2 91:5, 16 92:7 96:12 101:10, 21 104:2, 11, 21 105:2 113:14, 21, 23 114:1, 12, 13, 19, 21,25 115:4, 23 116:6 117:16 118:1, 4, 8,14, 24 119:4, 13, 17,22, 22 120:7, 7, 8, 8,13, 20, 25 121:7, 13,17, 24 124:19 125:4, 11, 16 126:11 133:15, 23 134:14 135:2, 10,11, 12, 18, 24 136:7,10, 16, 21 137:2, 5,13, 18, 24 138:4, 10,18, 21 140:6, 23 141:2, 12 143:20,20 144:8 145:5, 10 147:6, 13, 19, 19, 21 149:7, 10, 10, 17 150:3, 6, 12, 17 151:19 152:1 153:3, 20 154:12,16, 21 155:2, 18, 24

156:5, 11, 21 157:2,4, 8, 12, 16, 20, 24 158:14 160:6, 14,24 161:7 164:7 166:1, 20 167:3, 10,16, 21 169:11, 16,21 170:2, 8, 15, 22 171:4, 10, 16, 22 174:2, 10 175:2, 11,18 176:1, 7 177:18,23, 24 178:10 179:3, 4, 17 184:17 185:7, 11, 12, 22 186:6, 14 187:5, 18 188:8 193:5, 25Exhibits 12:10, 12 85:25 135:2 147:20 148:6, 8, 9,11 179:16, 16 185:6, 7 190:8exist 34:24existing 116:14 159:20, 24 188:6exiting 93:15, 19expect 66:16expected 9:8, 12 10:6expecting 15:16expenses 40:16, 24 180:20experience 195:17 210:8experienced 195:11expert 106:15 202:4 205:20expertise 33:16 87:19, 20 139:8experts 207:4expired 117:3expires 213:15 214:21 217:1explain 12:18 34:11 39:5 42:7, 8 43:8 44:18, 19 48:23 56:14, 19 62:9 63:9 96:20 98:12 126:17 141:7, 25 142:5 153:24 159:17 167:25 172:20 179:18 200:4 202:13, 14explained 168:3explanation 106:8 107:4exposure 134:22extent 53:9eye 107:21

< F >facilitate 23:4facilitating 102:17facilities 18:25 19:17 32:14, 17, 25 36:16 39:3 55:14 66:22 68:11 80:18 110:10, 15 112:2, 5 130:7 154:4, 11 163:14 173:23facility 80:15 88:10 108:6 110:18, 20, 23 111:7 199:10fact 7:23 28:12 52:9 78:18 104:15 116:20 173:13 177:5 193:22 195:16 198:8 202:6, 8 207:19 211:8, 16factors 44:16 45:6 208:13, 15, 16facts 162:14Failure 164:2fair 6:10 36:7, 11 38:19 57:9 140:3 193:18fairly 29:14 56:16 204:24falls 41:15false 191:14, 16familiar 18:18 27:11 30:2, 5, 5 36:25 46:7, 11 65:9 99:7 187:17 202:7familiarize 186:21family 58:25 59:12far 83:14 115:18 148:6favor 204:25feasibility 18:23 24:17 25:17 26:15 27:3 44:1 152:24February 70:15, 23 71:8, 22 164:10 166:24 167:6, 12 168:6 169:13, 18 170:4, 10, 16, 17, 24 171:6, 12, 18, 24 180:15 184:18, 25federal 46:20fee 38:14 39:16,17, 18 40:11 80:8 94:1, 16, 18 206:2 208:12 209:10



fees 32:7 33:17 99:11fiduciary 56:7 189:9 193:17 194:2, 7 211:5, 9field 32:22figure 28:24 31:18 35:10 42:9, 13, 25 122:19 166:19figured 98:6file 7:14, 25 8:1, 5 9:11 10:4, 9, 14, 14,19, 22, 24, 24, 25 11:1, 2, 7, 8, 25 12:1, 16, 23 16:21 26:2 53:16 118:19,21filed 216:6, 13, 16files 9:23 10:19 11:23 12:2, 3, 20,20 53:15 87:25 126:1 188:10filing 215:21filtered 8:22final 24:20 65:22 124:17 125:19 144:23finalized 79:10finance 29:15 32:14 43:5, 15 46:14 56:25 178:13 185:21financed 34:20 39:13 49:20 111:19Financial 18:19 25:20 65:6 115:10,11 164:23 165:18,23 181:8 210:25 211:4financing 32:16 48:11 49:5 76:11 89:17financings 49:22, 23find 10:8 63:19 196:1finding 174:1fine 6:12 167:17 196:19finished 85:23Finley 92:15 163:1FINRA 26:22 193:14 198:10fire 57:21 60:10 106:25firm 10:20 12:5 14:18 16:15, 16 23:15, 17 26:5, 14 27:6 28:7, 25 29:1

30:22 31:2, 6 36:5, 10 41:8 43:17 52:16, 23 84:18, 24 85:3, 11,16, 20 86:10, 16 91:9 92:9 95:4 100:22 114:22 115:1 116:1 118:12 119:19, 24 120:11, 15, 22 121:3, 20 124:25 125:8 133:18 135:4 137:16, 22 138:2, 7, 13 147:22 150:22 151:22 152:21, 25 153:16 155:8, 21 156:13 158:9, 10, 16 166:25 169:23 170:10, 18, 24 175:5, 13 177:19 178:11 179:7 194:24 196:18 197:16 199:5, 8 205:24firms 25:14 28:8 29:21 44:8, 14firm's 26:8First 2:4 5:3 33:20 50:14 52:3 54:13 57:6, 15 58:7 63:1 68:18 70:17 78:10 80:8 87:3 92:19 98:17 105:11, 23 115:19 116:22 120:7 122:6, 9 126:22 130:3 141:11 143:6 147:2 151:16 162:19 179:4, 20 181:12,13, 14 183:16 185:7 187:12FISCHER 2:3Fishkind 27:7, 24 28:4, 11 30:3, 3, 19 41:18, 23 106:7 124:10, 15 139:21 152:12, 17, 21, 21,25 155:5 207:3, 7,11Fishkind's 28:17 41:19fit 17:7Fitzpatrick 162:24five 51:1 85:7 96:11 111:23fixed 45:20, 21

200:11FL 215:6flawed 129:24flexibility 48:24 168:4floor 168:3Florida 1:1, 1, 1, 1,1 2:4, 9, 10, 12 3:1 19:20, 21 21:2 28:19 29:5, 8, 8 39:22 40:2, 7 73:9 74:21 110:22 215:8 216:6 217:1flow 18:24 92:15 106:8, 15 107:10 108:7 112:7, 18 200:16 202:18, 21,22, 24 203:1, 3, 7,21 206:7 207:12,17, 20, 23, 25flows 66:5 210:5FMS 4:5 95:4, 23focus 5:23focused 5:22 166:16folks 77:1 144:22follow 37:15 147:11 189:7following 143:6 215:11 217:1follows 5:4follow-up 201:16 209:23foolish 112:16 201:6foregoing 213:2 214:13forget 117:11form 8:6 49:23 58:19 59:15, 25 61:19 62:17 63:17 64:1, 22 65:8 66:6 67:23 68:14, 22 71:9 72:5 78:9, 21 79:14 80:4 87:2,14 89:6 90:23 91:10, 25 92:16 97:7, 13, 20, 25 99:1 100:7, 15 102:21 105:18 106:11, 22 109:4,17 113:8 114:4, 10,16 116:4 117:21 120:17 121:5, 10,21 122:5 128:20 129:6 130:9, 20 131:20 132:15 133:1, 20 135:16,21 136:5, 13, 18, 25

137:10 138:15 140:12 141:9 143:8 144:24 145:19, 25 146:20 147:17 148:15 149:4, 14, 21, 23 150:10, 14, 23 151:23 152:4, 9, 13 153:18 154:25 155:10, 22 156:2, 8,15, 19 158:2, 12, 18 159:7 160:11, 22 161:8 162:13 163:22 164:3, 18 165:3, 13 167:1, 7,14 168:7, 13 169:1 170:6, 13, 19 171:1,7, 13, 20 172:23 173:6, 9, 15, 20 174:7, 16 175:9, 15,21, 23 176:5, 11, 15 188:25 190:13, 19,24 191:6, 13, 25 192:6 196:6, 10, 23 198:16 200:25 203:25 204:7 205:2, 5, 11, 17 206:3, 11, 15 207:5,14 208:2, 21 209:6 210:12 214:13formally 74:15format 182:23formed 29:17formulas 25:21Fort 74:7forth 25:19 107:10 180:12 214:12forward 39:16 40:12 41:10 66:21 67:2, 6 116:22 166:13 174:19forwarded 83:15 84:2 133:24 190:10 215:22 216:16found 22:2, 3, 4 68:18foundation 192:1founded 6:2founding 6:3 29:18four 25:14 44:5 111:23 183:9, 10,19four-page 57:14 61:6 78:24frankly 102:13 196:16free 202:17Friday 96:13



front 12:9 14:4 47:6 88:3 130:24frustrated 134:24full 5:8 13:25 14:1 99:3, 3function 142:17fund 33:3 40:24 142:23 159:4 180:5funded 69:4 159:5funding 66:9, 13,14, 15 132:24funds 18:25 32:25 62:14 103:9 130:6further 115:14 201:14 214:10, 15future 39:16 40:12 130:6 142:19, 24 189:20 208:1

< G >gaining 163:9Gang 52:14 57:15 58:9, 24 175:12Gang's 58:15Gardens 21:2Gary 25:3, 4 54:5 67:15 91:22 106:3,4, 14 115:7, 21 124:10 132:17 133:25 158:8, 23 160:9, 17 167:11 169:14 171:17 209:2Gary's 54:7gate 46:8, 9, 9, 15 49:7, 11gather 14:21general 35:10, 14 41:4 69:11, 14 72:21 98:7 112:4 148:5 173:24generally 10:5 28:21 32:12 43:9,10generate 76:10 103:9 180:5 208:14generated 64:20,23 112:18 200:13generating 76:3generous 30:9gentleman 7:2genuineness 83:3,25Gerald 75:13getting 35:13 36:16 83:12

102:17 120:4 134:19 139:8 203:18 207:15 208:4Gigi 74:12give 5:7 6:21 8:12, 13 10:20 17:17 161:19 165:4 177:8 181:9 193:4 207:8given 13:13 17:14 116:14 141:15 151:15, 18 162:14 205:19 217:1gives 89:5giving 6:21 100:21 116:15 146:7, 8global 82:11, 13 88:9GMS 28:14, 15go 7:24 8:20 25:8 34:17 35:17 36:15 37:10 39:10 45:20 47:11, 12 53:5 59:21 60:5 74:15 82:20 115:18 120:4 141:24 142:13, 13,22 143:24 146:6 154:6 161:21 166:13 167:15 174:19 178:23, 24 179:2 181:13, 18 183:16 185:2, 3, 11 199:16 203:14 204:10, 11 206:23 208:22 210:3goes 14:18 32:4, 6 39:17 42:11 47:12 115:14, 16 141:24 182:4 200:16going 33:2 34:3 35:8, 20 36:14, 15 37:9 39:16 40:11 41:10 45:3, 12, 16 47:22 51:15, 19 52:1, 3 53:21 55:17 57:13 58:6 60:21 66:19 67:2 70:12 71:18 75:14 77:9, 22 79:21, 23,24, 24 80:2 81:9 82:5 84:10, 11 85:18 86:6, 22 87:16 88:4, 4, 6 90:1 91:4 92:4, 6,18 96:24 98:8 100:24 101:9

102:4 104:1, 20 105:1 108:4 117:25 118:23 119:21 120:6 130:17 131:2, 7, 17 133:14 142:4, 13,13 144:1 149:6 159:9, 16 164:6 170:2 172:13 177:10, 10, 23 179:1 180:18 181:6, 24 183:1, 2 184:8, 21 185:11 191:8 192:14, 17 193:11 203:7 204:11, 13 206:22 208:3, 7golf 32:11 80:21good 16:11 52:12 60:4, 7 105:16 107:21 108:16 114:9 117:25 189:23, 23 207:20gotten 94:22govern 210:21governing 26:20 197:25government 43:10 44:20, 25 108:4 207:17Governmental 28:15, 15 74:22governments 5:22 18:24 74:3great 82:15 106:8 107:3, 7 140:10, 16 195:21 196:18 207:9 211:24greatly 199:25Greece 111:5GREEN 1:1ground 51:4, 7Group 18:19 29:15 44:7 65:6 76:4, 6,7, 20, 21, 22, 25 89:9 91:21 132:13 209:11groups 90:5guess 21:15 38:2 55:3 77:2 124:12,16, 17 139:7 146:10 158:22 167:15 172:14 187:12 188:1guessing 20:1, 2guy 101:8

< H >hairs 80:11

half 55:18 57:6 134:24 180:23handle 67:5 130:14 185:2handled 111:17handles 185:2Hank 30:2 114:8 153:25 155:17happen 43:13 59:11 204:13happened 43:14 71:2 168:6happens 34:19 73:8 179:25happy 189:19hard 8:12 27:9 70:2 147:10Harder 19:6, 7, 8,13 23:24 101:16 120:15, 22 121:2, 9,14, 18, 25 123:3 124:4 125:7 126:9 129:1 132:14 133:18 135:13 136:22 137:20 138:1, 6, 12 139:21 140:10 150:20 151:21 152:8, 12 153:15 155:20 156:6 166:24 195:15Harder's 23:13Harold 1:1 143:23 187:15head 44:11 49:3,20 95:7, 11 123:16health 9:18 22:8 59:9hear 11:5 53:11 82:23 127:6 155:12 168:18heard 168:20heavy 22:9held 60:16 167:24he'll 188:18help 14:25 18:14 24:16 25:17 53:4 124:3 139:8, 9 164:24 165:11, 19 189:13 193:11helping 30:18 66:20, [email protected] 1:1hiding 155:13high 195:19higher 38:23 39:19 47:7, 23 48:4, 12 141:24



142:21, 25, 25 159:22Highland 1:1Hill 44:9hire 106:25hired 18:9 20:5, 8,9 21:21 25:25 29:20 42:24 56:4 96:25 100:24 194:13history 28:7 90:18 92:5hitting 163:16HOA 98:6 111:10hold 38:1 54:23 144:14Holder 1:1 143:24 144:6 178:21 201:23holders 117:7home 173:1, 13Homes 36:23 37:23 41:1 48:10,16, 21 49:18, 21, 24 50:2, 3, 8 61:17, 23,25 63:4 67:16 73:1, 3, 6, 12 74:24,25 75:8 76:9, 14,23, 25 78:7, 15, 19 79:12, 23 87:22 89:19, 23 92:13 98:7 99:15 109:5,15, 20 112:25 113:11 123:10, 15,17, 21 124:5 127:11, 17 128:16 129:12, 23 131:6, 7,18, 22 132:13 142:22 143:7 146:8 162:20, 22 187:22 192:25 209:17honest 58:23 77:18 94:21 101:3 132:8 198:21 207:8honestly 9:19 19:18 23:14 25:10 26:21 34:5, 21 40:14 50:10, 11 51:6 60:1 61:9 66:7 78:22 98:13,21 99:2 102:22 106:23 111:8 114:11 185:15, 17 188:16hope 173:24HOPPING 1:1

hounding 131:11house 173:22, 23houses 39:10Howard 19:6 20:19 21:7, 25 98:7 101:5, 6 102:14 127:7 128:25, 25 132:13Huh-uh 120:4hundred 199:22 200:21 202:25husband 28:13hypothetical 13:1 37:22 208:5hypotheticals 38:2

< I >i.e 124:5idea 12:13 36:17 72:24 73:3 92:17 114:11 186:13ideas 103:16identification 81:2identify 77:12 80:22illegal 40:2, 6 204:3image 44:9imagine 36:20 73:1 116:13 124:1impact 47:2, 5 141:23impasses 131:6implement 39:15importance 44:22important 44:24 103:1, 18, 23 139:12, 25 142:1 144:14 197:22impossible 193:1improvement 63:12 103:9, 24improvements 32:21 33:13 34:4 42:14 45:25 48:7 63:22 103:2, 4 141:21 200:24 208:15inaccurate 164:20 210:7inappropriate 195:25include 193:19 194:11included 11:20 12:4 78:8, 15, 20 79:13 85:25 89:15 100:12 146:24

178:10 190:10includes 180:20including 97:2 103:10 116:20income 43:23 44:14, 24 45:16 200:19 203:7 210:9inconsistent 129:25incorporated 91:20incorrect 113:10 192:2 196:3increase 103:21 142:4 199:24, 25 202:24increases 209:17increasing 207:18incredibly 210:7indenture 33:3independence 196:21independent 194:15indicated 215:11individual 14:13 183:9, 18 188:22indoors 86:21industry 115:20 197:17, 18influence 191:23information 16:18 39:20 90:20 92:20,21, 22 97:2 100:18,21 102:16, 17 148:12, 19 189:5 194:20 209:19INITIAL 3:15 94:4initially 94:11initiate 197:13insisted 48:10insisting 106:14, 18inspection 81:3instance 13:9, 24 16:21 107:15 181:23 196:18instances 50:3institution 112:11 204:16, 16, 21Institutions 110:3,6 112:17insurance 184:10,10intellect 164:23 165:18intend 59:9interaction 51:8interest 31:16 38:14 46:6 47:7,23 48:4 56:10 63:20 66:4 103:21

134:22 141:22, 23 168:2 180:11 182:5, 5 193:7 200:2, 6 206:19interested 68:8 109:12 112:21 113:1 130:15 214:17internal 76:7, 25interpretation 39:25interrupt 199:15introduce 25:6introduced 24:25introduction 102:14invest 211:14investment 5:22 18:8, 13 53:25 54:14, 18 55:11 193:23 211:12invitation 88:10 102:2invited 199:3, 4involve 93:22 195:18involved 21:13 45:8 47:10 49:25 67:9 73:17 75:5 77:1 81:1 93:17,18 95:2 139:21 146:23 191:19 195:6 199:2, 5 209:13 211:17involvement 21:7,8 191:3, 10 198:24involves 43:6 93:23involving 197:8Iorio 50:13, 20 51:9 67:16 68:2,13 69:7, 23 70:19 75:5 86:23 87:8 102:11 106:3, 14 114:2, 7, 14 116:11 123:7 126:13, 24 127:13 132:4 139:1, 20 158:23 161:2, 6 164:14 168:11, 19, 22 175:19 176:2 188:14 209:3Iorio's 164:17irrational 143:14irregular 17:6irrelevant 12:22, 23,25 13:2, 9, 11 106:9 107:5IRS 46:19



issuance 180:1, 18 197:8issuances 62:16issue 7:15 13:24 24:10 33:16 39:13 42:10 43:15 46:11,24 47:22 48:16, 18 49:7, 8, 12 50:18 62:24, 24 66:8 100:22 130:7 131:16, 21 159:21 179:25 192:21 197:11 207:15issued 28:25 117:8 182:19 197:11issuer 193:17issues 9:18 18:14,15 22:8, 10 46:19,20, 20 62:12 117:8 127:23 128:4, 7 154:9 183:6 188:5,6 198:3, 4issuing 117:13 144:13Item 90:20items 131:7 177:16 215:11its 26:8 38:25 50:8 52:24 65:17,19 104:13 126:8 156:16 160:20 175:22 176:3 177:18

< J >James 111:6January 157:6, 10,14, 18, 22 158:1, 9,16, 22, 25 160:10,18 161:3, 14, 23 188:15 214:21jeopardized 168:2job 140:10, 16 163:9 193:1 195:22 196:19 207:9, 20Joe 77:2 105:11,24 122:7, 9, 10, 19 123:18, 20, 20 124:1, 9, 13, 14Joe's 122:2, 21 123:2 124:6John 2:3 6:24 15:2 53:4 82:5 139:14 176:17, 23 215:3joining 22:18

joint 75:21 87:23 90:6, 13 165:10JPC 79:19judge 177:10JUDICIAL 1:1July 119:2, 6, 8, 11,15 120:14, 21 121:2, 9, 15, 24 125:8, 14 126:9, 14,24 129:9, 18 131:3 133:11 177:10 214:20 215:3 216:6jumped 105:14June 1:1 3:3 118:17 176:10 212:1 216:5 217:[email protected] 2:5

< K >KB 132:13keep 12:19, 21, 22 14:7, 11 15:15, 16 17:12, 12 52:16, 23 84:5, 6, 11 86:2 107:21 116:17 120:5 135:5 146:3,5 147:23 156:24 159:15 165:7 185:8 188:11 189:21 208:4keeps 15:6 135:5 169:23, 23Kelly 92:15 163:1kept 12:11, 17, 18 107:22 131:10 156:23 177:19KESSLER 201:24KEVIN 1:1 2:6 3:2, 11 5:2, 9 11:25 30:11 52:10 59:21 144:17 153:1 156:12 167:6 169:18 170:4, 9, 17, 23 171:5, 11 185:21 210:17 213:1 215:6 216:5 217:1kind 10:4 13:21 14:12 17:6, 7 28:12, 20 30:17 33:20 41:23 46:21 61:4 70:20 98:9,9, 11 132:9, 19 141:21 146:6 147:10 155:15, 16 161:25 165:21

185:15 189:7, 24 208:8kinds 45:7knew 71:4 194:20know 15:5 18:20 19:16 20:8 21:18 22:18, 20 23:1, 6, 8,9, 11, 12, 16, 19, 21 24:6, 13, 24 25:1, 1,10 27:18, 23 28:2,3, 6 29:3 32:11, 13,22, 23 34:6 35:4,15 36:17, 18, 21 40:14 41:2, 7, 13,21 45:6 47:1, 11 48:14 49:6, 14, 20 51:10 52:21 55:1,8 58:24, 25 59:7,13, 19, 23 60:1, 3,17 61:1, 9, 14, 15 62:10 65:14, 21 66:14 68:24 69:10 71:1 72:13, 15, 15,22, 24 73:5 74:8,14, 22 76:9 77:17 80:13, 13 81:2 87:25 88:3, 18, 20 89:1 90:17 91:12,17 92:18 95:6, 11 96:5, 25 97:9, 14,15, 16 98:5, 21 100:9 101:6, 6, 7,17 102:15, 22, 23 103:13 104:8, 8, 17 105:15, 25 106:17,18, 25 107:1 111:8,9, 10, 18, 18, 19, 21,21 112:24 113:12 114:6 115:8 116:13 117:2, 3 122:4, 10, 20 123:14, 15, 16, 18,23 124:10 125:22 128:13, 14 129:10,12 130:22 131:25 132:1, 7, 16, 17, 18,21 133:2, 3, 5, 6, 8 139:2 140:21 141:17 145:2 146:18, 21 148:20 152:11 155:14 162:5, 9, 10, 12, 25 163:3, 4, 7, 23, 23 165:6, 22 168:8, 17 169:5, 7, 10 173:16,17 174:20, 21 180:20 182:9 184:22, 23 185:17,18, 20 186:12, 16

187:2, 11, 16, 25 188:18 189:8 190:1 195:16 198:21, 25 203:12 209:7, 7, 9, 14, 15knowing 168:2knowledge 8:7 9:12 11:6 16:17,25 21:19 26:17 27:5 30:25 31:21 41:12 69:9 73:11 148:13 160:5known 19:7 20:18,19 21:20 30:7, 8,12 50:13 75:10 101:5 106:6Kraig 122:1, 20, 25 123:1, 4, 10, 15, 17 162:19

< L >land 29:14 32:21 192:24Lane 5:17language 130:23 172:20 193:9, 23large 44:8 80:14larger 89:18, 21, 22largest 28:16late 115:20law 39:23 40:2, 7 46:20, 20lawsuit 6:21 7:15 24:10, 13lawyer 8:16 40:3lead 11:16leading 132:19learn 97:23Lease 187:5leave 80:18left 7:3 29:17 80:25 172:16legal 39:22, 25 40:2 180:20 196:24 204:9, 11,12legally 35:2 38:22length 56:18 211:10Lennar 4:5 93:16 94:5, 9, 11, 14, 25 95:22, 24, 25 96:9letter 118:15 126:18 129:13 130:12 131:7 132:1 215:18letters 51:23level 39:12 45:25 49:10 124:9



159:24 186:25 200:12levied 187:24 188:2, 3, 5license 178:15lien 62:13, 25 63:1lieu 33:17 35:1life 22:14 30:10lifestyle 80:14Lifestyles 163:15,17limit 12:14limited 57:3Lindsay 135:20 175:4 176:9, 14line 82:5 105:23 194:8 201:20, 21 217:1lines 15:20link 97:23liquid 48:24list 13:8, 11, 14, 18,23, 25, 25 14:1 16:23 30:16 78:6 79:9, 21 89:5 90:21 93:1 95:6 98:20, 21, 23 99:4,15 100:9, 10, 12listed 89:12 104:9lists 103:2little 52:1 73:2 108:21 122:1, 21 124:6 148:20 165:7 201:16LLC 5:12 29:13, 15local 5:22 18:24 43:10 108:4located 21:1 74:5 110:20lock 36:4long 5:25 12:19 19:7, 24 20:18 21:3, 16, 19 30:7,11 50:11, 11, 13 74:12, 13 82:7, 16 84:1 101:5 111:22 154:2 189:15 195:1, 1, 1longer 34:24Longmont 5:17long-term 22:15look 7:20 8:20 10:5 34:5, 6, 6 44:17 51:15 53:5 56:5 57:13 58:6 65:21 67:10 68:24 70:12 71:18 75:14,25 77:9, 22 79:4 81:9, 16, 22 82:12

84:13, 20 85:1, 5,14, 18 86:14 87:24 88:6 90:1 91:4 92:6 94:5 96:12 101:9 102:4 104:1,11, 20 105:1, 3 107:8 113:13, 21 114:1, 18, 25 115:4 116:5 117:16 118:4, 8, 14, 23 119:4, 13, 17 120:6 122:17 125:3, 11,16 126:11 131:9 133:14, 22 134:13 135:23 136:6, 10,15, 15, 20 137:1, 5,12, 18, 24 138:4, 10,17, 21 140:5, 21, 23 141:2 145:4, 10 149:7, 9, 16 150:2,6, 11, 16 151:19, 25 152:6 153:3, 12, 20 154:12, 16, 21 155:1, 18, 24 156:4,10 157:2, 8, 12, 16,20, 24 158:13 160:6, 13, 23 164:7 165:25 166:20 167:3, 9 169:16 170:7, 14, 21 171:3,9, 15, 21 174:2, 9 175:2, 10, 17, 25 176:6, 22 185:22 186:5, 14 187:5looked 7:23 12:12 41:3 72:1 98:4 125:22 129:14 148:6looking 40:25, 25 41:6 56:13, 20 64:17 76:16 78:23 79:1, 2 90:11 103:22 105:10 115:23 120:13, 19,25 121:6, 12, 17, 23 122:10, 15, 16 124:18 131:4 135:17 157:4 161:12, 16 162:18 172:3 177:17 179:5, 18 181:10,12 183:6 188:7 194:21looks 52:8 53:6,13 61:3, 9, 10, 12 63:11 71:25 75:18 76:3 77:4, 13, 14,16 78:1 98:14 124:2 125:25

133:13 143:20 182:17 185:15, 25 186:9, 18, 18 187:8,10, 14, 20, 20, 23lose 107:11, 13lot 12:21 36:3, 16 43:7 44:8, 22 50:24 60:9 64:24 68:6 73:6 88:25 89:12 92:25 103:4 107:18 109:8 134:21 152:22 166:16 187:3 189:16 192:16, 17 202:8 204:18, 19 208:16lots 63:6, 7 159:16 187:21low 159:21 205:9lower 34:15 39:3,15 47:25 181:5 206:19lowest 63:20 189:13luck 59:1lunch 51:12

< M >MacLaren 124:13,14main 80:13maintain 10:16 17:13, 20 44:23 86:3 139:16 177:21maintained 15:10,23 16:5 17:21 18:3 147:22 156:23 177:19 188:10maintaining 124:11maintains 119:25 124:8 135:4 169:23major 28:14making 12:4 31:9 40:21, 22 97:11 102:10 103:12 107:8, 9 109:5, 7 112:15 116:23 161:6 165:22 183:9, 10 184:14 189:12, 22 190:9 196:20manage 163:14Management 28:15 44:7 115:10manager 25:1, 2, 4,9, 14 89:13, 25

103:20 106:24 198:25Mann 1:1March 20:7 86:19 87:8, 22 88:11 90:4 92:12 96:13 97:6 101:13 102:8,12 103:6 104:5, 13,24 105:6 113:24 114:3, 15 116:9 174:5 175:4marked 12:10 14:4 51:22 58:7 70:13 84:14 101:21 161:7market 46:2, 6 48:25 57:1 110:5 112:14 180:2 181:23 184:24 188:19 189:24 200:7 206:21, 23 210:4Markets 5:12, 20,21 29:13, 17, 18 78:2marshal 57:21 60:10Mary 91:19math 200:20, 22mathematically 48:3Matt 106:3, 3, 14 162:21matter 9:23 11:1 12:6 16:17 80:2 215:10matters 7:15 89:15 194:23, 25matures 159:20maximize 62:21 168:1 205:25 206:17, 21maximum 206:6MBA 49:19MBS 5:12, 19, 21 6:1, 7 7:18 11:19 16:15 18:7, 8 29:13, 17, 18 40:7 46:3, 5, 5 77:1, 20 78:1 81:20, 23 83:18 86:24, 25 91:18 92:13, 23 96:6 156:23 164:22 165:17 178:11 179:9 185:19 186:2, 3, 17,18 195:4MBS's 90:18 91:22McElveen 38:4



mean 10:13 15:4,16 25:18 32:5, 8 39:2 53:3 61:5 64:17 65:18 66:12 73:19 76:5 81:24 82:25 101:4 107:13 112:13 124:7 139:22 145:16, 20 153:1 165:4 178:14 188:9means 8:25 25:19 35:2 63:18 122:25 141:7 152:21 159:19meant 58:21 59:13, 24 114:7, 8 164:2mechanics 128:4meet 20:21 169:2 211:15meeting 20:11 51:12 57:21, 23 58:1, 2 60:4, 4, 7,8, 11, 12, 15, 15, 17 72:4, 13 75:19, 21 88:9, 11, 15, 23 89:1 90:13 91:2 92:13 101:12, 15 102:2, 12 104:5 132:21 134:20 154:6 155:16 162:15 163:24 165:11 166:8 189:2, 4meetings 72:3, 10,18 86:22 102:23 134:19, 25 167:24 168:5, 9, 11, 15, 18,25 169:8 198:1, 2 199:1member 102:25members 165:18 169:3 189:3, 5 198:22 199:5membership 40:10 93:25 94:16, 18 97:19 99:11 206:2 208:12 209:10memory 22:15 74:21 131:2, 5 144:11 155:15 195:2mental 200:20mentioned 29:11 34:10Merit 3:6 214:5message 103:18

messages 4:10 139:1, 20, 24met 18:22 19:8, 9 20:12 39:8 50:14 115:19method 80:3 106:20 201:10methodology 27:12,25 30:19, 23 31:3,14, 15 47:25 48:12 65:4, 5, 15, 17 66:3 80:1 123:22 124:22 145:18 146:7, 18, 24 152:17, 19 167:24 172:25 173:11, 25 184:6, 7 200:8 203:23Miami 93:13 111:1Michael 1:1 190:[email protected] 1:1middle 22:21 63:16 129:22 202:9Mike 38:4 77:14,16 79:8 90:5 119:7 127:7 128:25, 25 129:16 131:25 132:16, 19 133:25 140:9 143:4, 12 176:9, 14million 21:7, 13 28:24 32:14, 24 33:2 35:21 37:24 38:18 45:25 47:15 63:14, 22 65:23 103:9 130:5, 18 131:17 142:3, 4 143:7, 7 145:18 146:1 159:5, 6, 9,10 180:1 181:22 192:15 199:21, 22 200:19, 21 209:3million-ish 200:14mind 17:9 31:13 40:4 79:3 123:5 143:14minor 66:2minute 127:12mistake 158:5Model 96:22models 97:18mold 162:5moment 82:21 193:4Monday 104:16money 39:19 42:9 108:17, 18, 20

172:12 200:10 204:17Monroe 1:1Monterra 110:24month 39:10 70:15 209:18months 35:12 117:3, 4mortar 106:9, 21 107:4 108:24 109:2 210:2, 11Mossing 11:11, 21 12:1 28:14 57:16,16 58:1, 9 59:13,24 60:23 64:5, 20 65:4 67:15 87:9 99:8 100:3 115:6 119:6 120:15, 21 121:1, 8, 14, 19, 25 124:20, 25 125:7,14, 18 126:8, 14, 24 133:18, 25 137:8,15, 20 138:1, 6, 12 139:23 140:25 149:25 150:20 151:20 153:15 155:5, 20 156:12 158:8, 15, 24 166:24 170:9, 16,23 174:6 175:4, 12 178:19 186:10 187:4Mossing's 28:13 206:13move 38:22, 23 116:22 144:2moving 66:20 67:6 135:10 163:11 166:18Moyer 25:4 54:5 115:7, 14, 17, 18 132:17 134:1Moyer's 25:3MSRB 211:15, 17MULSHINE 1:1 2:6 3:2, 11 5:2, 7,9 11:25 37:11 52:10 58:18, 21 83:1, 11 84:12 96:3 139:23 190:4,7 211:21 213:1 215:6 216:5 217:1Municipal 210:18,22Myers 74:7

< N >name 5:8 30:8 74:12, 13 75:2

146:10 163:2, 18 196:17named 11:10 75:13names 37:7 95:11,19natural 73:8nature 197:14necessary 80:23need 67:5 105:16 120:3 131:8 144:16 145:17 159:8 165:6 167:15 186:20 192:23 193:4needed 24:2 79:22 107:21 139:7 145:24 146:6needing 168:4needs 86:24 122:13 159:5negatives 49:1, 4negotiate 43:12negotiated 47:13 48:6 73:18, 19negotiating 24:19 48:8 73:23 131:5 132:9, 19 143:3 198:20, 22 205:21 211:9negotiation 43:13 132:12 181:7negotiations 47:10 76:8 130:13 131:24 191:19 199:2, 6negotiator 48:2neighborhood 28:23 61:11 69:13 99:15 100:10, 13 145:23, 24 146:3, 4net 63:13, 14, 24 64:18 99:24 182:5never 26:24 30:14 31:20 40:4 42:11 50:1 51:10 52:20 79:3 88:20 99:3, 3 123:5 132:20 134:20 146:16 168:14 191:19 195:5 210:13new 21:24 29:1 32:14, 16, 25 33:18 143:2nexus 145:17nice 97:5niceties 189:2



nine 35:12non 182:1non-callable 206:18normal 13:16Normally 44:16 193:19 194:11North 2:4 93:13 215:6Notary 3:7 213:14 214:6 215:20Notary's 217:1noted 78:5Notice 3:1 150:25 181:18noticed 11:18November 51:4 52:7 54:15 57:17,23 58:8, 15 154:14,19, 23 155:6, 20 183:23number 29:4, 16 35:17, 19, 21 36:2,4 43:13 44:4 65:22, 25 67:11 69:19 78:6, 14 79:1, 3, 7, 8, 18 81:17 84:21 86:15 90:21 94:5 96:13 114:13 119:5 122:11, 23 124:4 126:12 134:3 147:6 151:15, 16,18 169:21 192:19 194:18 200:14numbered 57:5 172:15numbers 28:20 29:7, 8 31:18 35:14, 15 43:22, 25 44:2 45:24 46:2, 5 47:2, 16, 16 48:1 52:2 64:20 66:2 99:10 122:22 123:1 127:23 144:13 151:7, 8, 9,13 178:5 179:5, 7,16 180:25 181:13 184:17 194:22 200:7 205:15, 18,19, 24

< O >object 39:24 58:19 59:15 61:19 62:17 63:17 64:1 65:8 66:6 67:23 68:14, 22 71:9 72:5 78:9, 21 79:14 80:4 82:20

87:2, 14 89:6 90:23 91:10, 25 92:16 97:7, 13, 20,25 99:1 100:7, 15 102:21 105:18 106:11, 22 109:4,17 113:8 114:4, 10,16 116:4 117:21 120:17 121:5, 10,21 122:5 128:20 129:6 130:9, 20 131:20 132:15 133:1, 20 135:16,21 136:5, 13, 18, 25 137:10 138:15 140:12 141:9 143:8 144:24 145:19 146:20 147:17 148:15 149:4, 14, 21 150:10, 14, 23 151:23 152:4, 9, 13 153:18 154:25 155:10, 22 156:2, 8,15, 19 158:2, 12, 18 159:7 160:11, 22 161:8 162:13 163:22 164:3, 18 165:3, 13 167:1, 7,14 168:7, 13 169:1 170:6, 13, 19 171:1,7, 13, 20 172:23 173:6, 9, 15, 20 174:7 175:9, 15, 21,23 176:5, 11, 15 188:25 196:6 200:25 203:25 204:7 205:2, 5, 11,17 206:3, 11, 15 207:5, 14 208:2, 21 209:6objected 59:18objecting 84:4Objection 59:25 64:22 82:18, 23 149:23 150:1 190:13, 19, 24 191:6, 9, 13, 25 192:6 196:10, 23 198:16 204:8 208:19 210:12objective 63:15, 18 65:3, 5, 15, 19 66:3 67:7 101:1 102:20 159:12 205:12, 15,25 206:6objectives 25:20,23 65:10, 25

102:19 103:3, 7, 16 207:18obtain 189:13obtains 207:18obviously 8:24 60:3 63:11 96:5 130:2 142:9 143:5,11 166:16 184:23 192:16 198:2occurred 29:23 78:18 88:11 104:5 153:6 168:12October 35:23 138:19, 23 140:7,25 141:5 143:17 144:3, 7 145:8, 13 147:10, 15 149:13,20 150:4, 8, 13, 21 151:12, 13, 21 152:3, 8 153:7, 16,22 154:5offended 59:11offensive 191:14,16 196:1offered 90:22offering 57:2, 3 202:4, 6offerings 18:17 74:15office 6:17 8:18 77:17 127:16 129:5, 18 148:18 215:13officer 7:10, 13, 17,18Oh 59:20 79:20 111:23 158:6Okay 6:13, 18 7:12 8:1, 4, 8, 15,19 9:6, 14, 17, 21 10:3, 25 11:5, 10 12:7, 14, 24 13:12 14:2 16:8, 12 17:3, 19 18:6, 18 19:12, 24 20:3, 17 21:9, 19, 23 22:12,17 23:1, 12, 16, 23 24:9 25:12, 16 26:14 27:11 28:3 29:7, 22 30:7, 22 31:9 32:16 34:10 36:5 37:2, 9, 23 38:3, 11, 16 41:17 43:4 47:14 51:15,18 52:5 53:7, 23 54:16, 23 56:12 57:18 59:3, 8 60:22 61:5, 8 62:2 63:9 64:9, 17 65:2

67:10, 12, 17 69:16 70:6, 12 71:20, 23 72:9 73:2 75:16 76:1, 16, 19 77:11,24 79:6 81:11, 15 84:1, 7, 15 85:23 86:6 87:7 88:8,12, 22 90:1 91:6,17 95:20 97:4, 17 98:11, 22 99:6, 17 100:11, 20 101:9,11 102:4, 6 104:3 105:7, 10, 12 106:2 113:22 115:5 117:25 118:25 119:9, 21 120:9 122:16, 18 123:5,18, 25 125:3, 5 127:5, 10, 18, 21 128:5, 24 129:3 130:3, 16 131:1, 13,16 132:7 133:7 134:6 135:1, 10 137:6 139:7 140:23 141:17 145:4, 6, 11 146:9,16 147:6, 18 148:22, 22 149:6 151:3, 6, 10 153:13 154:12 156:20 159:2, 11 161:21 162:21, 24 163:5,19 164:8 165:1 166:21 167:22 168:17 169:20 170:2 172:6, 24 174:2, 3, 13, 24 175:2 177:17, 25 178:6, 17, 20 179:14, 15 182:3,16, 20 183:25 184:16 185:1, 6, 13,22, 23 186:2, 5, 7,15 187:6, 11 188:7,21 189:6 190:1 199:17 201:13 202:3 203:6, 23 205:14 207:1 208:17old 38:22 188:5once 41:20 45:6 81:3 152:16 173:25 182:25 183:1, 21 184:1, 13 189:2 192:2 196:1 198:9 205:20one-on-one 168:14 188:24one-page 116:8



ones 83:4, 12 106:25 183:8 184:20 196:17ongoing 93:23online 98:16open 46:8, 9 197:25 198:2operate 66:21 92:24 93:1 103:10 108:5 204:22operated 32:10operating 200:18operation 18:24 25:20 40:24operator 163:14opinion 36:11, 13 37:12, 16 38:16 45:15, 18 47:1 116:14, 15 162:15 163:24 173:17opportunities 48:25opportunity 8:19opposed 10:14 46:24 184:20option 108:20 164:2order 46:13 47:14 49:12 64:8 107:9 134:4 159:4ordinary 15:6, 10,11, 21, 24 16:4, 6original 6:23, 25 49:22 50:15 111:3,4 180:2 215:21 216:6, 17originally 22:1, 24 217:1Orosz 106:3, 14 162:21OS 95:14, 17Osterman 19:6 20:17, 22 21:4, 12,16 22:18 96:14, 17,24 100:14, 16 101:19 106:7 129:1 132:13 187:15 195:15, 17Osterman's 23:1 101:24outfit 111:16outnumbered 163:20outside 32:22 71:4 81:3 86:20outstanding 159:20overall 159:24overcame 191:22owned 80:10 96:1 187:22 192:25

owner 23:17, 19,24 28:14 30:3 32:19 37:3ownership 108:15owns 74:23 111:7,9, 11

< P >p.m 3:4 81:12 149:8 211:25PA 1:1package 64:15PAGE 3:12 54:3,13 55:17, 19, 19 57:6 61:8 62:2 63:10, 14, 16 64:18 72:8 76:17, 24 78:4 79:7, 18 85:8 98:12, 17, 19 99:6,7, 10, 17, 18, 23 101:2 119:7 129:22 151:1, 16 162:19 163:8 167:18, 23 172:14,18 179:20 181:9,11, 11, 11, 18 182:3,4, 6, 7, 8, 8, 16, 20,21, 24, 25 183:4, 5,8, 12, 13, 14, 20, 21,25 184:8 187:17 215:14, 15, 16, 17,20 216:6 217:1pages 52:3 54:19 61:4, 7 62:4 158:20 166:1 216:16paid 62:25 63:2 76:12, 13, 14 103:8 107:16 197:3, 3, 4Palm 21:2par 62:11Paragraph 167:20,23parameters 107:10Pardon 71:11 110:16 122:8parity 117:14part 32:17 46:23 51:21 52:24 56:24 67:8 71:25 93:12 97:1 147:21 166:4participant 104:9participate 104:10,15 111:12participated 102:2 104:7 111:14 113:19participating 101:15

particular 5:23 13:2 64:25 148:14 184:18particularly 12:8particulars 17:18parties 78:6, 19 109:8, 11 112:21 113:1 214:16partner 5:12, 21 6:5 11:10 23:6, 16 28:14 54:22 202:9partners 6:3 28:7 29:18parts 8:5 12:24party 83:8 149:1,1 201:5 203:19 204:3, 16passing 148:19paste 127:1pasted 127:18pathetic 134:18patience 211:22Patrick 5:9pause 180:7paused 174:25pay 39:3, 4 42:3 47:18 63:8 99:16 107:15 108:14, 15,17 109:8 112:17 200:10 201:5 204:17 205:9 210:4paying 44:21 107:18 108:18, 21 109:2 146:3, 3, 4, 5 200:23 204:25payment 42:3 146:12, 17, 25 200:12payments 206:1pays 57:9 61:12PDF 100:13people 6:8, 9 8:17 13:19 29:19, 20 32:23 44:21 45:14 60:9 63:3 69:3 76:20, 23 80:18 88:19 89:5, 11, 19,19, 23 95:10 109:25 124:11 139:22 148:18, 25 149:3 163:13 165:6 192:22 194:18 205:19 207:6, 7percent 28:9, 18 62:22 99:25 112:11 180:23 181:24, 25 182:2

191:7, 14 199:12,21, 22 200:9, 10, 13,20 202:25percentage 62:22period 152:22 200:11periods 10:17perpetuity 200:17 202:23 203:8person 16:13, 17 139:9 148:13 153:1Petersburg 2:4 215:6phase 66:19phone 69:25 70:3,4 88:20 89:3 153:6 166:23 190:2phonetic 74:13 111:5 126:1 163:6phrase 15:25physically 6:14 174:21picking 8:23piece 12:21pitched 73:3, 4place 5:10 9:8, 11 45:20 80:8 116:22 163:20 169:8, 10 172:19 214:11plaintiff 204:17Plaintiffs 1:1, 1plan 24:23 31:23 32:1, 3, 9 33:9, 21 34:11, 16, 19, 24 35:2, 3, 4 37:3 39:4, 22 40:6, 11,13, 19, 20 42:5 43:17 45:16, 21 61:17 63:12 93:22,23, 25 96:1 108:8,10, 19 112:5 203:15, 17, 21 204:6, 13 206:9 207:24, 25 208:12,18 209:4planned 184:19planning 126:19plans 72:23 95:1 103:10, 24please 5:8, 19 48:23 54:23 59:8 70:17 96:12 113:21 114:1 126:17 135:11, 18,23 136:6, 10, 15, 20 137:1, 5, 12, 18, 24 138:4, 10, 17, 21



140:23 141:2 145:4, 10 147:8 149:9, 16 150:2, 6,11, 16 151:25 152:6 153:3, 12, 20,24 154:12, 16, 21 155:1, 18, 24 156:4,10 157:2, 8, 12, 16,20, 24 158:13 159:17 160:6, 13,23 167:3, 9 169:15,16 170:7, 14, 21 171:3, 9, 15, 21 174:2, 9 175:2, 10,17, 25 176:6 186:5,14 199:16 215:10,20Plenzler 30:11 139:22 146:16 153:1 156:12 167:6 169:18 170:4, 10, 17, 23 171:5, 11 185:21Plenzler's 144:17plus 76:23 159:4,10PO 2:10POINCIANA 1:1, 1 18:9, 9 22:23 49:22 50:7, 7 54:10 55:2, 6, 12 74:10 94:8 96:22 103:6, 6 108:17 110:19 112:1 117:9, 9 118:16 124:20 165:10, 10 179:23, 24 181:16 182:13, 14 215:8 216:6 217:1point 18:4 65:13 112:15 116:16, 20 130:3, 17 132:10 133:5 139:13, 16 165:24 174:16points 52:12 141:25 142:1policy 46:21political 44:22 107:11POLK 1:1Poor's 181:20portion 8:11position 53:12 103:5 130:1, 2 167:25positive 36:13 37:16, 19 38:17possibility 205:1

possible 63:20 205:6, 9potential 69:1practice 13:12 14:9 16:8, 11 26:19 52:23, 24PRAG 164:22 165:22, 23 166:5, 6Prager 28:25 29:11, 15, 17, 20praise 195:19predecessor 28:8predicted 47:18prefer 82:14preliminary 144:22 167:23pre-marked 51:16premiums 184:11prepared 149:2 178:13present 63:20 87:25 131:24presentation 88:3,4 90:13 91:13, 17,18, 23 92:3, 5, 23 140:16, 17, 18 165:5, 7, 23 166:4,7presentations 92:14 164:24 165:19presented 87:22 90:17 102:11 140:20 165:9 166:5presenters 87:23presenting 87:15 165:23pretty 41:5 58:24,25 69:25 73:7prevents 9:18previous 129:4 214:7previously 29:13 95:25 197:7 198:14price 24:20 25:22 35:8, 22, 24 36:6,16 37:17 38:18 43:12 45:2, 24 47:9, 12, 15, 25 48:7, 12 63:14, 24 64:18 68:10, 20 69:1, 12, 18 91:1 108:4 112:18 131:17, 22 132:25 141:24 142:12, 21 151:14 159:4, 10 197:5 205:20

206:1, 7 209:3 210:1priced 183:18prices 69:22pricing 13:25 181:20 183:15, 17principal 30:3 173:3 193:17 195:5 200:11, 18principals 195:10print 8:11 139:3,19printed 8:5prior 22:18 30:21 63:13 68:11 72:3,11 117:5 145:1 183:8 193:25private 43:11 49:10 108:15, 18 110:15, 18, 23 111:7 203:19 204:16privy 209:13PRMG 196:17 207:7probably 19:10 21:6 26:2, 10 28:11 30:8 41:6 44:12 48:17 51:1 53:14 62:20, 22 64:24 74:3 75:1 89:2 104:9 115:19 127:16 161:24 168:20, 24 181:7 186:23 187:3, 13Procedure 3:2proceed 189:18proceeds 46:14 48:5 63:13 111:20 159:9 180:3process 25:9 79:10 81:1 174:20,23, 25 211:18produce 14:15 42:13 138:25 139:19, 23, 25produced 7:22 9:22 11:23 12:8,15 13:4, 18 14:7,16, 20 15:9, 20 16:3, 3 17:4 42:9 51:22 53:8, 9, 11,19 68:19 77:20 78:1 83:5, 20 84:18, 24 85:3, 12,16, 21 86:10, 17 91:9 92:9 114:22 115:2 116:2 117:19 118:12

119:19 120:11, 16,23 121:3, 20 125:1,8 133:18 137:15,21 138:2, 7, 13 150:22 151:22 153:16 155:8, 21 156:13 158:10, 17 166:25 170:11, 18,24 175:5, 13 179:9producing 73:7, 12 83:7 210:10PRODUCTION 4:5 7:8 11:18 51:21professional 50:21professionals 28:4 29:16profit 40:12 41:1 42:4 94:19profits 204:4program 108:15prohibited 26:6, 18project 63:4 159:5 180:5projected 31:16, 17 180:20, 24projection 185:25projects 25:22 46:5 143:2promulgate 210:21promulgated 198:10pronounce 74:14propensity 38:23Properties 36:25 40:13, 15 42:3 93:5 98:24 112:24 209:10property 33:11, 13 34:4 38:12 98:23 179:23, 24 189:14 202:9 207:13 208:18 209:5proposal 97:11proposals 162:6propose 96:24 194:20proposed 94:7 98:24 209:3protocol 46:16 49:7, 11provide 10:10 18:15, 23 27:19 31:2, 19 32:24 41:23 80:7, 14 106:8 107:3 130:5,18provided 7:5, 25 11:19 26:7 27:2 30:22 55:20 61:17



82:13 102:19 124:5 129:18provides 23:3 56:6 107:18providing 26:6 27:19 30:17 31:14 56:2 191:18 194:22proving 184:1provisions 56:15prudently 103:10PSA 34:6 35:16,18 36:1, 3 37:4Public 3:7 18:17 43:5 44:7 46:16 49:10 57:2, 3 214:6 215:20Public: 213:14pull 193:5purchase 24:19 25:21 32:18 34:8 35:8, 9, 21, 22, 24 36:6 37:17 38:18 43:12, 16 45:2, 24 47:9, 15, 25 48:7,11 56:17 57:1 63:14, 24 64:18 68:10, 20, 21 69:1,12, 18, 22 91:1 107:23, 24 108:3, 3 131:17, 22 132:25 142:21 151:14 159:4, 10 189:14 197:5 205:25 206:6 209:3 210:1purchased 55:25 57:10 74:3, 8, 9, 16,19, 24 93:4 94:13 111:6 210:10purchaser 109:15,21purchasers 74:2, 2purchases 18:16 199:10purchasing 43:18 109:16 193:16 203:24pure 94:19purport 85:11, 16,20 86:8, 16 91:8 92:8 116:1 117:19 119:19 120:11 137:14purports 81:20, 24,24 83:19 84:17 85:2 126:23 134:8purposes 183:24Pursuant 3:1 17:10 57:2, 2

119:25 135:6 147:22 156:23 169:23 177:20 181:1 185:9 188:10 216:14put 7:10 9:4 10:23 30:18 33:3 53:20 61:22 64:5 67:20 142:3, 12 163:20 211:11putting 196:2 197:14, 19, 23 198:5

< Q >qualified 33:10 196:18quality 192:22, 24quantify 28:19quarter 21:14quarterly 125:25quarterly.pdf 125:19question 8:9 10:2 12:14 15:4, 14 16:1 26:11 27:1 31:10, 13 34:7, 21 37:22, 25 40:4 49:16 59:9, 22 82:4, 6 106:23 109:18 126:19 148:6 161:21 189:7 193:3 194:3,4 197:1 201:1 206:25 208:9questioning 194:8questions 50:24 77:4 83:22 84:5, 6 131:11, 14 140:17 161:20 169:4 190:2, 3 191:18 192:16 201:14, 15 209:24 210:17 211:20quick 8:22 209:23quickly 183:6quote 89:9 129:23

< R >raise 45:1 107:20ran 64:24rate 31:16 38:25 39:2, 5 47:17, 18 48:4 63:20 66:4 108:14 112:8, 9 134:22 181:23 199:11, 14, 17, 21,23, 25 200:2, 2, 3, 6,13, 15, 20 202:13,

15, 16, 16, 19 203:1,3, 20, 22rated 181:22 182:2rates 36:14 39:3,10, 12 42:10 44:23 45:1, 3 46:6, 6 47:7, 11, 12, 23 67:7 103:1, 3, 21,24 107:20, 22 112:11 141:14, 18,22, 23, 24 144:15 145:22, 23 166:2 168:2 202:11 206:19 207:18, 19 208:15 209:14, 16rating 62:21 172:5,6, 7, 12 174:11, 19,23, 25 181:19ratings 18:15reach 197:12reached 131:6reacquainted 20:3,14 50:16reaction 69:17read 19:2, 3 31:12 37:12, 13 38:10 70:17 98:13 130:23 161:10, 13 213:1 215:12, 14,16 217:1reading 130:21 132:1 144:11 155:16 161:15 215:10 216:14ready 215:10real 8:22 33:12 34:4 98:23 110:4 202:7, 11really 22:4 24:1 25:8 32:22 35:13,14 40:16 43:21 52:20 61:15 106:17 131:1 132:8 177:9 179:5 182:21 196:1Realtime 3:7 214:6reason 9:17 53:17 113:9, 10 146:7 159:12 162:16 181:5 187:23 217:1reasons 135:6rec 80:14, 21 110:10, 18, 23 111:7 112:1, 4 173:23recall 7:6 12:2, 3,4 35:24 41:25 57:19, 20, 21 60:12

69:6 70:25 71:1,2, 6 86:19, 23 88:22, 24 92:2 97:5, 8 101:15 118:15 164:13 193:7 194:3, 4, 8 199:12receive 6:20 8:1,5 17:5, 13 34:3 65:11 70:22 118:19 189:23 190:23 203:7 205:9received 6:23, 24 11:6 13:19 42:5 52:7 53:2 58:4 61:24, 25 64:10 67:14 70:24 75:23 77:7 81:6 82:16 83:1, 2, 18, 19, 22,23 84:2 90:9 104:13 114:14 117:3 118:11 119:11, 15 121:2, 8 122:1, 22, 24 123:3 125:7 126:16 129:3 132:2 135:13, 19 136:22 137:8, 14, 19 138:6 140:25 144:22 147:15 149:13, 20,25 150:4, 7, 13, 18 152:2, 8 154:19 156:6 157:5, 9, 13,17, 21, 25 158:5 160:9, 17 161:2, 24 164:10 167:5, 11 169:13, 17 170:4, 9,16 171:5, 11, 17, 23 174:5 175:4, 12, 19 176:2, 8receives 17:14 173:24 195:19receiving 57:19, 20 80:7 118:15, 18 149:1 161:23 164:13Recess 81:12 149:8recite 17:18recognize 52:6 60:25 163:18 173:2, 14 185:24 186:8recollection 30:15 60:7 64:19 68:15 69:1, 11, 14 78:17 90:12, 16 91:1, 3 100:25 161:23



recommend 196:5,8, 12, 15 207:3recommendation 196:20recommended 207:11recommending 153:24reconcile 122:14 124:4 152:17reconciled 144:17reconciliation 98:15 187:23reconciling 152:23record 5:8 15:7,18 70:9 82:21 139:6 178:23 190:4 213:4 215:22records 12:10, 16 55:9 62:1 68:24 124:5recovering 58:23recreation 68:11 181:14recreational 108:6 154:4red 78:5, 11reduce 44:23 48:5 103:3, 23 108:13 130:17 131:17reduced 214:12reduces 130:5reducing 131:22refer 6:8 33:9 52:1 53:21 60:21 62:4 141:8 151:4,6 177:23REFERENCE 3:18 67:20 134:19 148:17referenced 129:20 164:11 168:11 201:11references 54:14 97:24 186:12referencing 66:11 126:3 141:13 168:9, 10referred 95:22 110:12 111:17 178:4 183:7 193:24 200:9referring 24:21 33:13 59:4 85:6 86:11, 13 95:5 96:9 107:2 122:4 140:14 163:13

182:12refinishing 50:17reflect 141:18reflected 65:15refresh 64:19 90:12 161:22refreshes 131:4Refreshing 144:11 155:15refunding 48:25refundings 49:24re-fundings 189:20refused 106:20regarding 190:7 193:3 194:1regionally 115:22Registered 3:6 214:5regular 10:9 12:11, 17 13:12 14:9 16:8 52:24 72:16 148:2regulated 210:18regulating 193:14regulatory 10:15,18 11:2, 8 12:20,23 14:19, 22 15:17 17:10 26:12 52:17 86:3 120:1 135:6 147:23 156:24 169:24 177:20 185:9 188:11 192:20 193:12rejected 160:2 166:9, 10related 10:20 11:25 12:1 36:20 41:3 50:8 127:22 128:7 205:24 214:15relating 88:10 99:11 156:25 198:3relationship 28:10,12 50:19, 21 189:11, 16 195:24relationships 28:4relaying 103:17release 145:1released 144:10relief 39:1, 2, 5remediation 172:7remember 22:10 30:20 36:2 41:4, 4 50:10, 12 60:14 64:7, 14, 25 67:3 68:7, 7 69:3, 21 71:3, 3 86:20, 21 87:10, 11, 15 88:4

92:21 98:7 100:17 101:17 102:22 104:18, 19 118:18 127:24 130:7, 10,11, 25 140:15 161:15 176:23 177:1 188:23 189:2 194:25Renew 66:14 131:23renewal 67:1 103:11 130:6, 18 142:23repayment 200:17repeat 201:2rephrase 10:2 208:4replace 45:21replacement 66:14 67:1 103:11 107:17 130:6, 18 131:18, 23 132:24 142:15, 23replacing 33:18report 35:23 65:12, 20 66:10, 13,17 80:6 125:19 126:1, 2, 4 129:4, 9,17, 20, 24 130:4, 22,24, 25 140:19 142:2 144:13, 16,17, 23 152:18, 24 153:25 163:12 172:4, 15 186:1, 8,9 197:4 199:20Reporter 3:6, 7 6:18 19:2 37:10 51:16 214:5, 6REPORTER'S 214:2REPORTING 215:1,24 216:1, 17reports 178:9, 11,18represent 51:19 74:16 113:11representative 24:2representatives 18:22 19:5 195:10,14represented 68:17 74:1representing 73:21represents 18:7 36:7 38:19 40:11,12REQUEST 4:5 7:1 92:22 95:9, 18 172:7 174:12

requested 7:10 37:13 92:20 94:23 100:17 102:16 216:14requesting 95:20 100:17require 56:15 211:3, 7required 10:16 11:8 46:16 52:16 56:9 89:4 126:5 135:5 193:2, 6, 14 198:8requirement 14:19,23 15:7 17:11, 17 147:23 156:24 169:24 177:20 185:9 188:11 198:10requirements 10:18 15:18 26:20,22 52:17, 19, 19, 21 86:3 120:1 211:15research 184:24reserve 131:18 132:24 142:14 180:13reserves 163:11residences 209:11resident 108:16 209:11residents 34:16 35:1 39:11 43:3 72:3, 10, 17 74:17 103:8 113:6 142:19, 23resolved 132:7 133:8Resources 44:7respect 7:14 9:23 14:3, 6, 12 16:5, 9 17:3, 14, 25 20:4 23:10 26:7 31:22 50:6 55:14 63:5 96:9 101:8 147:24responded 77:3responding 83:13 105:20, 22, 23, 25response 7:6, 22 12:16 58:14 83:14 105:13 127:25 190:11 191:2, 10,21 195:23 199:7 207:8responsibilities 26:12responsibility 192:19, 20



responsible 198:19responsive 8:11rest 163:21restrict 84:1restriction 39:9, 22 40:6restrictions 34:17 202:25result 109:1 197:5 214:18resulted 47:24resumes 207:6retain 139:3, 12 140:1retention 15:7, 18 17:16retired 22:1, 2returned 215:21revenue 32:4, 6 33:22 48:4 63:21 73:6, 12 97:18 108:3 130:5, 17 141:8 184:4 185:25 199:20 200:16 201:8, 9 203:16 206:17, 23revenues 66:9 97:2 98:9 199:19 208:14review 8:25 53:16 65:20 91:21 131:9 144:9 161:19reviewed 9:11 10:4, 5 128:6, 8 148:10reviewing 40:21 161:22RFP 25:9RFPs 25:2, 3Rhonda 11:11, 21 12:1, 5 28:13 57:15, 16 58:1, 9 59:13, 23 60:23 61:3, 21 62:3 63:12 67:14, 20 68:12 76:3 77:13,15 115:6, 14 119:6 120:15, 21 121:25 123:6 124:3, 20, 25 125:7, 14 126:8, 14,24 133:18, 25 137:8, 15, 20, 25 138:5, 11 140:25 149:24 150:20 151:20 153:15 155:5, 16, 19 156:12 158:8, 24 166:24 170:9, 16,23 174:6, 21 175:3,

12 178:19 185:2 186:10 187:4, 13 188:1 206:13Rhonda's 77:3 144:18right 14:2 20:5, 9 21:21 29:25 33:23,25 34:7 47:6 62:6,7 64:2 67:24 79:6,11 83:9 91:23 93:6 99:8, 9, 13 100:16 101:20, 22 105:17 106:4 108:10, 11, 13 117:13 123:4, 12 124:18 126:25 127:8, 9, 14 128:1 130:14 131:19 132:5 134:4 139:16 142:16, 20 143:9 144:1, 5 146:14 151:1, 14,18 154:6, 7 158:6 161:12 162:22 174:12 177:23 180:7, 23 181:24 183:12 189:9 200:20, 22 203:4 205:10 210:14right-hand 51:23 52:2ringing 161:25risk 63:3, 7risky 204:15RMR 214:23Rob 59:24Robert 163:5Roger 162:19role 18:11 23:2, 2,13 24:9, 11, 12, 12,14, 16, 18 25:3, 16 26:8, 8 27:7, 8, 10,12, 14, 16 31:2, 21 41:9, 19 42:17 55:24 56:24 57:7 107:1 193:20 194:7, 14 196:12 198:13 210:24, 25roles 23:14roll 58:18, 22 144:18 187:8, 10rolls 124:8, 11room 143:12 169:9ropes 59:14, 24ROSS 1:1roughly 21:14 29:2, 3round 199:20Rule 216:14

Rulemaking 210:19 211:17Rules 3:1 210:21 211:15, 17run 31:17 43:22,25 45:24 47:2 65:1 151:13 179:7 183:23 205:18, 19,24running 48:1 205:15runs 44:1 46:5 185:5 200:7

< S >sac 49:13sacrifice 49:9sacrificed 49:15safe 184:16sale 18:17 32:18 34:8 35:8, 22 108:12sales 169:8 202:12SAMS 1:1sat 99:3satisfied 9:11save 14:17, 23 39:19saw 68:9 129:10saying 11:6 24:11 37:22 38:21 42:8 49:13 69:19 79:8,23 82:25 88:2 95:18 100:17 107:20 112:3 122:12 127:9, 23,25 129:12, 14 130:24 131:10 142:9 159:8 161:13 165:14, 15 166:15 178:7 202:12 203:19 204:18 206:16says 23:19 52:10 58:17 61:16 71:12 72:2 78:14 83:1 89:2, 4 90:15 91:19 92:15 97:17 98:19 99:24 102:18 105:14 122:1, 21 126:3 129:23 145:1 163:9 164:22 165:17, 20 167:23,24 172:19, 25 178:13 181:14 206:14scale 181:20scare 113:5, 6

scenario 64:25 99:24 186:12scenarios 64:24schedule 61:14 71:7 72:3 122:13 182:18 183:7 187:12schedules 61:11 67:21 68:12 101:19Schedules.pdf 96:22scheduling 71:5scope 41:22 55:18,19, 22 67:8 81:4 99:5 153:25Scott 19:6 23:4,12 102:14 120:15,21 121:2, 9, 14, 25 123:3, 5 124:4 125:7 126:9 127:7 128:25 129:1 131:25 132:13 133:17 135:13 136:22 137:20 138:1, 6, 12 140:9 143:5, 12 144:13 150:20 151:21 152:8, 11, 18 153:15 155:20 156:6 166:24 194:25 195:3Scott's 144:12, 16 152:23Seacoast 20:25Seal 213:16 217:1sealed 216:16Sealy 29:1, 12, 15,17, 21search 9:3, 7, 10searched 83:19SEC 26:22 198:11second 54:2 63:1,2 66:18 79:7, 18 92:19 98:19 119:7 161:19 167:16secretary 16:24secure 8:14secured 29:14 34:14securities 56:17 210:18, 22see 37:8 51:24 54:13 57:14 58:9,14 61:20, 21 67:13 72:2 79:15 87:3,25 89:4 90:6, 7 91:19 96:14 97:22 101:13 110:5



123:21 124:22, 23 129:8, 19 139:5 155:14 164:21 172:14, 15, 24 179:24 183:14 184:9 210:4seeing 61:10 64:14 78:23seen 19:10 30:10 37:5 38:3 40:18,20 45:6 64:13, 16 99:7 107:6 125:21 145:2 186:19 195:13 207:16 210:9, 13selected 194:14selection 194:18sell 37:23 72:24 86:24 109:6 112:14 113:7seller 36:18 192:5,9, 14selling 203:2send 7:11 13:23,24 14:1 16:21 17:5 38:8 52:9 58:11 69:20 91:22 95:18 97:1 100:18 127:2 128:11 131:7 133:11 139:4 190:18 193:9, 22sending 16:19 77:16 126:19 129:12, 13 130:12 148:25sends 152:20senior 62:12, 18, 25sense 68:21 163:16, 17sensitive 134:22sent 7:13, 21 10:22 14:20 16:14,16 26:3 52:7, 11 53:2, 6, 15, 16 60:19 64:15 67:15 68:2, 12, 12 69:21 70:9 75:23 77:7,18 81:6 83:4, 10,12, 15, 18, 19 93:1 96:17 97:4 100:5,14 101:19 102:8 104:24 113:24 114:3 116:9 118:2,6 119:2 121:14, 18 124:25 125:14 126:8, 13, 18, 23 127:19 128:22 129:9, 15 134:10,

15 135:25 136:8,11, 17 137:3, 20 138:12, 19, 22 139:1 140:7 141:5 143:17 144:3 145:8, 13 147:9 148:24, 25 149:1,24 150:20 151:21 152:12 153:15, 22 154:14, 22 155:5 156:1, 12 158:8, 15 162:3 163:3 170:23 172:4, 7, 10 174:17, 18, 21, 22 187:15 194:5sentence 141:11separate 11:1 110:18 128:2 182:14separately 37:7September 134:15 135:14, 20, 25 136:8, 12, 17, 23 137:3, 9, 15, 21 138:1, 6, 12series 62:24 124:21 145:14 179:25 182:7, 7, 22 183:10, 10, 19serious 189:17, 22serve 31:7served 26:14serves 18:8 74:9,17service 30:18 31:17 41:20, 24 45:14 46:1 128:2 141:16 142:7, 10,11 159:22, 23 166:1, 9, 13 180:12 182:18, 18 183:3, 7,22 184:2, 6 188:3,4 206:1services 10:10 18:23 26:7 27:3,18, 20 28:15, 16 30:23 31:3, 14 55:18, 19, 22serving 26:16 31:4 191:17set 25:21 46:2 70:20 75:19 80:7 104:10 107:10 179:15 180:12, 24 184:17 209:14 214:12Sete 77:16, 18sets 25:19 31:8

setting 27:22 209:16share 189:24shared 69:17sheet 183:15, 17,18 217:1sheets 213:3 215:14, 16, 20 216:13, 14shortcuts 14:3shorthand 214:11show 76:11, 11showed 75:19showing 182:23shows 182:18Shullaw 67:16 68:2, 13 69:6, 23 106:4, 14 158:8, 15,23 160:9, 17 167:11 169:14 171:17 209:2shut 45:10, 12, 13 174:22shutting 57:21sic 147:13side 44:1 142:3,10, 12, 18sign 54:2 215:12,14, 16signature 54:7 213:8 214:20 215:14, 15, 16, 17,20 216:6, 6, 14 217:1, 1signed 54:5, 21 55:1 215:20 216:6signing 215:10 216:14similar 10:21 43:18 75:18 88:16 93:5 94:7 95:1 198:14simple 38:14 202:20simpler 165:7sir 56:20sit 26:21 46:18 117:1 166:12 174:24sits 160:4sitting 6:14, 16, 16 7:2 12:9situation 110:18six 13:8 59:6size 32:23sizing 61:3, 4 62:5,9 65:5, 16 66:8 67:14 69:17 99:8 100:1, 8 101:2

151:5 178:7 179:7 186:22, 23 206:13sizings 4:3, 4, 5 178:8 179:9, 22slightly 66:3, 4small 10:14 51:23Smith 1:1 84:9 176:10, 14 177:7social 51:8software 178:15,16 185:5sold 32:19 33:11 36:19 73:6, 12, 14,15 78:8, 16, 20 79:13 95:2, 24 98:23, 24 110:1 181:21 202:10solely 210:1Solivita 74:18 97:18 98:19 122:12solivita.com 97:24solution 184:13somebody 16:22 22:8 38:21 59:18 63:11 77:2 79:20 80:22 93:17 99:4 110:15 122:13 124:1 127:11, 15,17 129:12 143:12 178:22 210:4somebody's 78:2soon 58:12sophisticated 73:8sorry 35:17 57:16 59:3 73:24 78:12,25 79:4, 16 86:12 121:4 150:18 158:4 167:16, 20 188:9 199:15sort 191:4, 12 193:18sought 25:2sound 82:15sounds 29:24source 63:15sources 179:20south 93:13space 60:10speak 6:24 14:13 26:22 35:13 40:17 52:20 92:19 162:6 190:17, 22speaking 69:6 92:19 141:10specialty 43:5specific 13:7 29:9 68:7 69:9 88:24



90:21 92:22 103:14 130:10specifically 57:20 103:13 118:18 130:11speculate 130:23 208:24speculation 208:20,23spell 93:10spending 172:12split 80:11splitting 183:5spoken 114:8sponsor 50:4, 9sponsored 94:11ss 214:2St 2:4 215:6stability 41:1stabilize 67:6 102:25 103:3, 8, 23stabilizing 208:15stable 159:15stack 12:8staff 40:22 41:15,17 67:8 76:8 89:13 154:9 197:21stage 60:12 94:3stagnant 39:17stake 207:2stalled 166:17standard 130:1 181:19 193:9standing 189:1standpoint 10:16 41:1 92:17 189:21 193:12stands 169:6stapled 52:4start 42:1 94:22 183:5 209:8started 29:25 30:13 37:11 51:4 79:10 115:20starting 33:15 80:11 94:4 181:11STATE 1:1 2:9, 12 3:8 19:20, 21, 22 28:9, 19 42:6 46:20 74:6 93:12 110:20, 21, 22 214:1, 7 215:8 216:6 217:1stated 67:7 162:14 194:6statement 18:5 96:4 129:21 193:6,

19 194:1, 5, 10 204:12statements 115:12 161:6stating 103:23stay 82:22 145:22stayed 132:9 206:21stays 47:11Steve 162:21stop 117:13 196:2stopped 174:20, 23storage 80:20store 14:10story 155:13strategy 23:4Strawberry 5:17stream 44:14, 24 48:4 63:21 108:7 141:8 159:25 201:9, 9 206:17, 24Street 1:1 214:24 215:1 216:1strike 42:1 73:22 150:18strikes 162:1string 58:25 71:21 85:8 114:22 118:11 119:11, 14 120:22 133:24 134:8 136:22 144:3 147:11 156:17 160:10strings 190:7strong 203:1structure 18:14 63:19 68:8 159:13,15, 18, 19, 24 160:2structured 197:7structures 186:24 206:20structure-wise 184:22structuring 56:1study 99:3stuff 127:22 161:25 162:7sub 36:21 62:18 70:13 135:2 179:5,16subject 14:20 16:17 35:11 36:3 112:5 134:23 176:19 177:3 181:7 192:14submitted 25:15submitting 25:11Sub-number 179:12

subordinate 62:12 63:1subpoena 6:20, 23 7:6, 22 8:9, 10 12:16subsidiary 74:25subtract 63:22sufficiently 40:24suggest 68:10suggested 36:24suggesting 38:18 202:3suggestion 68:19 102:10 191:2, 10,22Suite 1:1 3:5 214:24 215:1, 2 216:1, 2summaries 161:16 183:3summary 164:22sunshine 198:4supervisor 163:19Supervisors 118:17 167:25 168:12, 15 188:21 194:6supplement 53:25 144:9supplemental 124:21 140:19supplied 148:13support 31:14, 19 43:22 56:2 69:20 80:8 107:19 191:18 194:22 206:17, 24supported 11:15 42:10supporting 204:14supposed 81:2 161:16sure 8:23 9:21 10:22 12:4 14:5 15:8 25:22 35:18 36:22 40:21, 23 52:11 55:8 64:23 65:13 67:6 69:25 71:10, 12, 13 73:9,15 80:15, 16 97:8 98:4 100:6, 8, 16 105:25 107:8, 9 116:23 122:12 124:8 127:25 128:6, 8 129:14 130:13 131:8, 9 135:7 139:11 143:15 144:12, 16,19 148:7 152:20,22 161:24 164:15

168:23, 23 169:4 180:8 184:6, 14 186:20 189:22 207:17 215:20sworn 5:3 214:9synergies 45:13system 24:18, 19,20, 22 25:20 31:23 32:1 42:25 43:11,19, 23 44:23 45:1,9, 9, 14 52:22 53:6 74:16, 19 75:9, 11 83:20 97:2, 3 98:16 100:19 103:10 107:16, 17,24 108:2 112:18systems 43:6 69:22 73:25 107:8 131:12 195:20

< T >table 182:21tactic 113:5take 36:1 67:10 79:23 101:6 106:7 108:16 113:13 119:21 120:3 134:21 142:9 143:13, 14 181:9 189:17, 22 199:19 200:18 203:20takeaways 161:17 164:22taken 3:3 9:8, 10 214:11takes 44:20 183:12talk 97:9 105:16 162:5 185:4talked 67:4 188:16, 17talking 13:7 51:2 60:2 69:3 77:15 82:24 91:18 94:10 97:5 120:5 140:9 148:14 152:14 189:2 194:19Tallahassee 1:1Tampa 1:1tax 46:14, 20, 24 47:17 48:11, 19 49:4, 12 144:18 187:8, 10taxable 46:24 47:3, 7, 22, 24 49:2Taylor 1:1team 16:24 48:8 131:6 132:10, 20 143:3 198:22, 22technical 139:8



technically 128:7, 9 131:8teleconference 1:1,1 2:12tell 5:10, 13, 19 14:22 18:6 19:14,18 22:4 24:9 49:14 51:6 52:18 62:11 65:21 66:7 70:3, 4 71:24 72:19 75:17 76:2,5 77:25 92:20, 23 99:2 141:10 144:8 161:18 165:6 168:25 172:1 177:12 178:1, 2 184:24 185:2, 14 187:7, 18telling 204:14tells 144:12ten 22:22 30:10 44:12 59:6 74:3TENTH 1:1term 134:18 146:17, 19terminate 33:17 130:12terminated 35:3, 5 108:10 203:15 207:24 208:5, 8terminating 34:24termination 34:10terms 28:20 57:5,8test 184:3 210:4testified 5:4 199:9testify 31:20 214:9testifying 9:19 76:18 127:6testimony 6:21 89:10 202:4 207:3 211:22 213:4 217:1testing 74:21 184:14 195:1Text 4:10 127:2, 7,10 138:25 139:20,24thank 5:13 6:13 9:6, 14 22:17 201:14 210:14 211:21, 23 215:23 216:17Thanks 52:13 139:7thereto 150:22 153:10thick 7:25

thing 7:24 22:7 44:19 49:8, 19 67:15 73:8 103:1 105:11 108:17 139:12 141:20 178:6 182:25things 8:21, 23 9:8 11:7 16:3 22:10 37:5, 5, 7 52:20 59:1 67:4 83:25 126:21 128:3think 10:21 11:5 15:4, 8, 16, 18 16:20 29:11 44:10 45:5 46:1 47:3 49:2, 8, 13, 19, 19 50:14 57:25, 25 60:15, 16 62:15 65:24 66:1, 23, 24 74:7, 14 76:24 80:5 82:9 83:6 101:2 102:13 105:11 108:6 112:16 122:6, 9 126:15 127:11, 16 132:11, 16 133:10 141:19, 19 142:6 143:19 144:12 145:2 148:9 159:8,14 164:1 165:14 166:5, 5 168:20 169:12 182:11 186:23 189:24 191:7 192:2 194:24, 25 196:19 198:24 201:3, 5, 19,20 204:15, 20 208:13, 14, 16 210:3, 6, 6, 7thinking 15:7 113:6 122:25third 13:10 64:17 72:8 112:21, 25 187:16 203:19third-party 109:14,21 113:7 204:3, 5,16thoroughly 192:24thought 8:24 17:6 29:25 59:3, 18 66:18 86:12 95:13 103:18 123:6 127:12 132:18 140:18 154:10 191:20 194:18thoughts 65:24 162:15threat 113:10

three 22:10 25:14 44:5 54:19three-page 60:24TI 168:3time 8:8, 10 10:17 20:5 21:24 35:12 50:11 51:7 52:18 55:7 56:25 64:21 68:18 71:6 91:21 97:11 101:5 102:24 110:24 112:10 115:6 116:12 131:5 132:5 144:15 147:2 151:12, 12 152:22 154:5 159:13 162:2 180:15 184:19 187:16 193:22 194:13 195:1 200:11 205:23 214:11timeframe 96:8 177:11 195:2times 19:10 22:16 30:10 51:1 56:16 178:3 207:22timetable 76:4, 10,11 77:3, 5, 14, 15 78:1, 24 79:2 89:17, 17 175:6 177:14timing 89:16 92:17 177:5, 9title 37:8 96:21today 6:5, 10, 22 7:1, 3 8:10 9:19 22:12 26:21 29:13 40:9 46:18 57:11 67:22 88:17 97:5 111:9 117:1 140:11 142:22 160:4 166:12 174:24 177:16 184:24 205:23Toho 74:10, 11, 15,20, 23T-o-h-o 74:15told 40:1 143:12Tony 50:13 67:16 70:19 72:2, 13, 15,19 102:11 106:2, 3,13 114:2, 6, 14 122:1, 20, 22, 25 123:1, 4, 7, 7 124:6 126:13, 16, 18, 19,23 127:13 129:11 131:15 139:1 158:23 161:2

164:14 168:18, 22 175:19 176:2 188:13 209:2top 44:11 49:3, 20 52:10 55:19 61:16 72:7 76:24 95:7,11 99:23 119:6 123:16 126:22 162:18 163:8 172:16 180:13topic 165:5Topo 74:12total 130:6 180:2,5, 14, 19totally 20:1 110:17 129:25 194:17 200:3tough 98:13 208:8Tousa 111:4track 107:11, 13traditional 106:21transact 17:8transaction 10:9 11:4, 13, 15, 16 13:3, 5, 8, 20 14:17 16:5, 10 17:15, 25 18:7, 11 19:11, 13,17, 25 20:4 23:10 24:3, 10, 15 26:8,15 27:3, 8, 8 30:13,19, 21 31:4, 22, 24 33:7 34:20 35:12 37:19 38:25 39:6,12 40:7 42:2 43:18 44:15 45:4,9, 10, 17 46:15 47:19 50:15 51:3 55:15 56:18, 25 57:11 59:4 70:21 75:6 86:2 93:3,22, 24 94:3, 15 110:14 111:13 116:22 146:23 147:24 148:21 168:1, 4 169:6 188:14 189:18, 23 191:17, 24 192:4,10, 13 193:20 194:12, 16 195:5, 6,15, 25 197:7, 14, 20,24 198:6, 12, 13 199:18 200:24 201:8, 11 202:14,17 203:6, 10, 11transactions 4:9 10:17 17:8 21:4 29:4 43:6, 9 44:13 45:7 49:17 59:6, 7 73:17 95:24 96:5,



8 111:15 119:25 148:3 169:25 193:10 197:9 198:14 199:10, 11 201:12 202:7 210:9transcript 213:2 214:14transfer 144:15transferred 42:19treat 204:24treatment 141:14tree 155:13tremendous 163:9tremendously 107:20trial 215:19 216:13trick 8:9tricks 206:20tried 8:13 9:1 14:20 84:7 128:13trip 51:10Triple 181:19trouble 61:10 71:5 208:3true 17:11 47:14 48:10 53:1, 10, 18 55:10 58:3 60:18 64:9 67:25 71:15 75:22 77:6, 19 81:5, 19, 23 82:7 84:16, 21 85:2, 10,15, 19 86:7, 15 90:8 91:7 92:7, 10 96:16 102:1, 7 104:4, 12, 23 106:13 107:23 109:14 113:16, 23 114:2, 13, 21 115:1,24 117:18 118:1, 5,10, 20 119:1, 10, 14,18 120:10, 13, 20,25 121:7, 13, 17 124:24 125:6, 13 126:7, 12 133:16 134:7, 15 135:12,19 136:2, 7, 11, 16,21 137:2, 7, 13, 19,25 138:5, 11, 18, 22 140:6, 24 141:4 143:16 144:2 145:7, 12 147:8, 14 149:12, 17 150:3, 7,12, 17, 19 151:19 152:1, 7 153:5, 9,14, 21 154:13, 18,22 155:4, 19, 25 156:5, 11 157:5, 9,13, 17, 21, 25 158:7,

14 160:8, 16 161:1 164:9 166:22 167:4 169:12, 17 170:3, 8, 15, 22 171:4, 10, 16, 22 173:8, 13 174:4 175:3, 11, 18 176:1,7 182:5 188:8 190:9 203:10 204:6 205:22 207:10 213:4 214:14truth 214:9try 18:14 185:2, 3 204:4, 5trying 8:9 14:2 22:10 23:4 24:3 31:12 34:1 56:12 59:1 62:21 63:19 69:16 70:20 71:7,12, 13 75:19 87:17 89:16 92:13 116:17 122:6, 19 124:3, 3 152:16 184:3 186:24 208:6Tuesday 58:8turn 58:17tweaked 66:2tweaking 77:4two 12:2, 2 18:22 19:4, 23 29:19 32:2 52:3 62:11,15, 24 65:21 101:18 117:11 142:6 164:11 165:25 182:14 192:19 209:23two-page 119:5type 17:8 38:19 43:18 66:15 94:18typed 52:12types 210:9typewritten 214:13typical 10:8

< U >Uh-huh 9:25 10:7 57:18 70:14 81:18 90:3 97:21 99:12,22 117:17 125:17 136:1, 4 141:3 166:3ultimately 18:15 65:16 132:23unacceptable 129:25uncertainty 168:2underlined 172:19

underlying 129:24 192:23understand 14:7 15:11, 21 31:24 33:10 56:12 69:16 80:19 87:20 98:8 101:8 140:2 164:23, 25 165:11,17, 20, 21 169:4 192:22, 24 195:16 202:11understanding 16:12 21:23 22:1 23:3 25:24 26:1,19 27:6 34:2, 12,18, 23, 25 35:7 45:19 46:13, 17 56:14 58:21 60:11 114:7 115:9 148:12understood 116:23underwrite 34:13 192:21underwriter 4:9 20:23 26:9, 16 27:4 31:2, 5 56:15 95:3, 23 193:14 210:25 211:8underwriters 87:1underwriter's 57:7 180:22underwriting 43:5underwritten 28:8 29:2undeveloped 63:6,7 179:22, 23undue 191:23unduly 191:5uninfluenced 191:5unit 108:4 122:23 123:23, 23units 98:15, 15 100:10, 13 122:11,24 124:4 144:20universally 195:19unpopular 44:25Unsigned 216:6, 14unusual 192:3, 8,11, 12 196:11, 15 197:12, 19, 23 198:5, 13 201:7update 177:8 188:19updated 61:16upset 129:13 130:11Urban 38:4use 6:7, 9, 10 39:1 43:23 46:14 80:18

106:20 143:1, 2 159:13, 25 172:12 183:23 184:10 207:12uses 179:20 180:14usual 17:6Usually 44:1 188:20Utilities 22:25 74:4, 6 75:1 107:24Utility 20:25 21:5,9 43:6, 11, 18, 23 44:12 45:1, 8, 9, 13 73:16, 24 74:22 75:2, 12 107:16, 17 108:2, 5

< V >validation 117:5 172:11 177:14valuation 18:23 20:24 26:15 27:3 42:24 44:13 55:24 56:4 65:7 79:10 80:1, 3 97:12 101:8 106:15, 20 129:4, 9, 17, 19, 24 130:4 142:2, 4, 13 163:11 189:13 195:8 196:13, 22 202:17 208:11 209:1value 36:7, 11 37:18 38:19 42:18 57:9 63:20 80:6 194:15 199:18, 22,24 201:9 202:19 207:12 208:17, 25 209:5 210:11values 110:10valuing 44:14 107:7variables 141:18, 20varied 200:7various 10:17 27:20 37:6 71:2 73:14, 16 96:11 182:4 186:24vary 98:24 145:[email protected] 2:11version 100:1versions 179:6versus 39:18 46:9 182:10 184:24vertical 62:23Victoria 2:9



video 88:15, 18, 19,21 215:1, 24 216:1,17videoconference 1:1, 1 2:6view 43:20 56:17views 43:17Villages 96:5virtue 108:7volumes 28:21voluminous 7:24 10:13vs 1:1 215:8 216:6 217:1

< W >Waechter 2:3 3:15 6:24 7:2 15:3, 14, 25 39:24 59:21 82:9, 18 95:21 139:15 140:2, 4 176:8, 25 204:8 208:19 210:16 211:19 215:3waiting 172:11waived 216:6walk 98:11 179:17want 9:21 10:22 15:3 26:10 34:5 37:14 38:1 48:3 83:24 85:24 95:21 103:24 119:23 131:22 133:15 139:15 143:15 144:19 147:4, 20 148:5 156:21 159:25 164:4 178:24 189:7, 17 205:4wanted 25:2 80:18 98:8 102:25 116:19 117:14 128:1 145:21, 22 206:17 210:4wanting 77:3wants 43:11 76:9Water 74:10, 11 120:4way 10:3, 23 16:1 17:8 22:13 27:2 39:19 42:6 53:20 56:2 82:8 98:14 107:25 128:25 140:1 160:4 173:18 189:15 190:12 196:21ways 39:7 43:13,14

website 97:23, 24 98:3, 5Wednesday 3:3week 51:1 70:3 71:8 167:25 168:6,12weekend 105:17Well 12:14 13:1,21 14:2 18:12, 22 21:5 27:18 28:22 31:12 33:15, 20 34:23 36:17 41:15,19, 25 44:19 47:1 48:2 56:21 58:23,24, 25 61:7 62:10 64:17 65:11 73:11,14, 22 74:25 76:7 82:22 83:5, 23 84:8 87:15, 20 91:19 96:7 105:8 106:2, 19 107:6, 15 108:9, 23 109:1 115:19 122:6, 21 123:3, 20 126:3 127:15 131:21 134:2 139:18 142:16 145:1 147:3 148:16 149:24 151:15 152:16 154:2, 7 161:10 162:22 168:10 173:21 174:18 179:20 181:6 186:9 187:3,12 188:4 195:21 196:19 197:10 201:25 203:13 206:16 207:15 208:7 209:2went 39:8, 11 42:11 51:1 145:3 154:11 208:16we're 31:20 40:22 82:24 83:24 84:10 85:23 88:16 92:19 93:8 128:1 129:13,13, 14 130:12, 13 131:7, 8, 10 134:3 144:19 147:18 156:20 159:9 179:1, 18 181:10,19 182:12, 16, 20 184:2, 3 191:17, 18,18 193:2 205:18,19, 20, 20 206:22,25 211:17WEST 1:1 18:9 50:8 103:6 117:10

165:10 179:24 182:14we've 28:6, 10 29:1 34:12 49:22 51:10 82:23 99:7 134:22, 23 135:1 148:6 197:9, 10Whelan 135:20 175:4 176:9, 14 177:7whereof 214:19William 1:1willing 207:2wish 103:2wishes 217:1witness 9:15 15:2 53:4 82:4, 16 139:14 176:17, 23 178:24 201:18 202:4 211:23 214:19word 15:16 36:2 72:22 128:13wording 13:21words 42:7 52:12 58:12 66:15 106:10 162:8work 5:13 10:10 11:13 24:3 27:24 30:6, 14 43:9 50:1, 2, 5, 25 51:13 59:6 69:4, 5 71:7,13 73:25 75:9 79:22 94:6 96:6, 6 100:23 101:7 107:6, 7 126:20 152:22 168:4 185:3 187:3 192:17 195:13 207:16worked 11:16 19:12, 25 21:3, 5 22:22, 23, 24 28:10,25 30:20 35:12 43:7 46:18 49:17 50:6 75:11 93:3 115:7, 8, 21 194:23,24 195:2, 3, 5, 21 197:6, 9, 10 198:14 207:8working 20:23 22:3, 24 30:15, 20 50:17, 21 76:4, 6, 7,21, 22 81:13 89:9 90:5 93:6 102:15 107:9 115:20 124:9 132:10 152:17

works 123:21 124:2, 14 202:14workshop 70:20 71:3, 4, 5, 7 86:19,20 87:23 88:1 90:6 102:24workshops 70:25 71:1, 2worth 42:25 43:1,2 110:1 112:2, 5, 7 208:7, 24wrap 159:23 166:1, 9, 13wraparound 159:13,15, 17, 19 160:2 186:25wrapped 182:19written 78:2wrong 60:16 66:19 129:14 131:10 132:17 162:17wrote 106:2

< X >XXX 215:14, 18 216:14

< Y >Yeah 15:3 23:22 35:20 44:4 52:25 61:4, 21 63:11 78:12 82:17 89:22 90:7 92:17 98:18 102:3 104:6, 19 120:18 132:16 134:5 135:7 139:15 143:11, 22 151:8 154:8 161:24 168:14 179:1, 13 186:23 197:9 201:18year 39:11 41:2 50:17 75:3 134:24 181:23 183:23 187:24 188:2 192:15 199:21 209:18years 6:1 9:16 13:8 15:15, 17 19:8, 9, 11 20:1, 2 21:6 22:10, 22 30:9 38:22 39:13,18 42:4, 11 44:12 45:25 51:1 63:21 96:11 106:7 111:23 159:21, 22,23 189:20 200:12



206:1year's 202:21yesterday 176:16,17, 20, 25yield 181:24, 25younger 189:19

< Z >zero 113:9, 10Zimbardi 55:3

Date post:	25-Mar-2022
Category:	Documents
Upload:	others
View:	2 times
Download:	0 times

POINCIANA COMMUNITY DEVELOPMENT DISTRICT VS. THE …

Documents