MINUTES OF MEETING
SUNSHINE WATER CONTROL DISTRICT
The emergency meeting of the Board
of Supervisors of the Sunshine Water Control District was held on
Present and constituting a quorum
were:
Russell Parks President
Philip Sobers Secretary
Also present were:
John Petty Manager
Bruce Cranmer Attorney
John McKune Engineer
Janice Larned
Jean Rugg
Mr. Petty called the meeting to
order and called the roll.
SECOND
ORDER OF BUSINESS Consideration
of Documents Related to Bank Restoration and Debris Removal
A.
Loan
Agreement
Mr. Petty stated the first item is the consideration of
documents related to the bank restoration and debris removal contract which you
looked reviewed at the last meeting. We
called this meeting on such short notice because of additional documents
pertaining to the agreement and process we described at the last meeting.
The final draft which is the first part of your package
came to us late Thursday by early Friday there was enough new language there to
make Ms. Larned and I concerned about having a closing as scheduled
Monday. We have talked to you in the
past about having bond counsel and special counsel work with us on the hearing
process, the assessment process and the review of the long-term loan instrument
as required. In the short-term we were
not going to be needing their services but that was before they added 24 pages
of legalese. We brought counsel in on
Friday, they evaluated this over the weekend, Monday and Tuesday, staff got
ramped up very quickly. There is not a
whole lot of material change to what we had talked about before. We have a few documents for you to
consider. Whatever you decide tonight we
will ask you to reaffirm at the very next meeting since this was an emergency
meeting.
I will summarize for the record that the Sunshine Water
Control District is considering an emergency construction program in regards to
the impact of Hurricane Wilma on our drainage systems. This includes debris removal from our
waterways and reshaping of our canal banks for erosion control. We have been looking at this item since
immediately after the hurricane, once we had a scope from our engineer we were
able to put this out to bid. As soon as
we got a contract amount we immediately went out to acquire the money to
implement the contract. We have been in
this emergency mode of addressing this situation since the hurricane hit. In a normal process you would have your
engineer come up with an engineering project specification, you would put
numbers to the specification, you would do due diligence in looking at the
normal process of issuing bonds if it was a high enough amount and it typically
takes around four months from the time you have a definition of the scope. We received our definition of the scope in
March after the engineer has spent a great deal of time evaluating the
situation in compliance with NRCS which was part of our due diligence. That is one of the reasons why we are in an
emergency and the second is because of the timeliness of the corrective action
before the next hurricane season and also to relieve our residents of the four
month long debris and erosion issue. In
the past I can tell you Sunshine has initiated a similar bank note with
Riverview Bank for the pump station upgrade when you changed out all of the
pumps. We issued a simple bank note of
$800,000 for a five-year term and this was done with simple Board approval
because it was done as a maintenance assessment. I say a simple maintenance assessment because
as we move from maintenance assessment to special assessment it gets a little
complicated. Maintenance assessment is
your O&M system it is opined by your engineer as fair and equitable each
year when we adopt the budget. We will
ask him to do the same tonight because our interim assessment which we have
discussed with you, the short-term note, before you decide if you are going to have
it from one to five or up to 15-years.
It is considered a short-term note and we did this intentionally so it
will stay as a maintenance assessment so we can have time to do the public
hearing process for any long-term special assessments.
We are following procedure in that we are following what
Sunshine has done in the past. During
our evaluation finding available financing, suitable financing for we looked at
the Florida League of Cities, the Association of Counties, Bank of America and
SunTrust. The best option in meeting our
finance needs and we deemed most appropriate and responsive was SunTrust which
you have seen the loan commitment papers on.
The work we are doing has been classified as emergency work requiring
timeliness to become the highest priority.
The work has been bid and awarded, notice of receipt stands ready for
issuance, the final resolution for obtaining the funds is to be considered at
tonight’s meeting. We have brought in
District bond counsel, Mr. Miller, of Ruden McCloskey, who has worked with us
on this District and others in the past.
Ruden McCloskey has been working with us on bonds issues for
20-years. Special counsel, Kenza Van
Assenderp of Assenderp and Young, as you may recall from last months meeting I
gave you his history as being on of the originators of the special district
creation particularly in
As you can see there is an issue with a conservative view
and what you need to do and I am going to get back to the mechanism for doing
it correctly to avoid any conflicts from those you may look at you from the
other side of the table. Let me tell you
the idea of obtaining bond funds is specified in our enabling legislation and I
can tell you are bond counsel is comfortable with opining what we are doing
meets the definition as far as he is concerned of a bond, the concern of Mr.
Van Assenderp we will remove for now and stay with reshaping canal banks and
removing downed trees.
As counsel he also said that reiterating our position on
the record for the understanding of anyone who wishes to consent or bring
action would be helpful in our case which is why I am submitting a summary at
this time so anybody looking at this action will understand it fully and know
what our intent was.
There is a portion of the statute for Water Control
Districts which mandates that you must maintain your drainage system in good
working order. It does not tell you how
you can do it or if there are any limits it just tells you to do it. I am going to reference that statute when I
say this is why we are removing the downed trees and why we are reshaping the
canal banks, it is to maintain the operating system in good working order which
is our primary responsibility under the statute to the residents who pay the
assessments. What I should also say
while Mr. Van Assenderp is properly telling us it is not specifically allowing
us to do it in our enabling legislation I should also tell you there is a note
that is not specifically disallowed either.
This is nothing more than saying in a public meeting what
you already knew that sometimes your actions maybe contested when you consider
to be what is best for the residents sometimes your actions may be in gray
areas. If it was all set down in black
and white we could do it without the elected officials opining. I wanted to bring that because you should
know what is before you.
We have determined to adequately fulfill our obligations of
maintaining the system in good working order this emergency work as exhibited
by the District engineer in his specifications and claims for the repair of the
canals banks, removal of the debris caused by Hurricane Wilma be funded through
SunTrust and we honor the award to American Environmental and give them a
notice to proceed upon completion of tonight’s tasks.
As this event may reappear in the future as it has shown to
have happened several times in the past where the Board may be asked to do
action that is not clearly defined in your enabling legislation. We will be coming back to you at another
meeting asking for you in next year’s budget to allow us to go to special
counsel and have our enabling legislation modified so that is specifically
stating we are allowed to do these items.
It does not say in the future something else may happen we did not
consider but certainly we should learn from the past and put these items in and
we can avoid the concept of confrontation.
Mr. Sobers stated it leads me to believe one may not be
specifically disallowed nor specifically allowed therefore it is left to
discretion. Therefore I think
discretionary is the path we can proceed.
Mr. Cranmer stated there is a provision in one of the
statutes for bonds or other obligations.
Mr. Petty stated Mr. Van Assenderp is clearly telling us
what he should tell us as counsel, by telling us our enabling legislation is
30-years old and we have not updated it even though we have done issues like
the loan for the pumps but we assumed it was a one time issue. I do not know we can ever make the assumption
again. Sunshine is evolving as we speak,
I believe.
Mr. Cranmer stated interesting to note that SunTrust bond
counsel, Mr. Jeff DeCarlo, of Adorno and Yoss, prepared a lot of the loan
documents, he is satisfied with our authority and our own bond counsel, Mr.
Skip Miller, of Ruden McCloskey, is comfortable with it. He concedes Mr. Van Assenderp’s concept has
some validity but he also points out there is implied emergency powers. This is an emergency and I have inserted such
language in my revised resolution. This
came as a surprise to me, I guess on Monday, my secretary had a family
emergency so I got to work and threw together a resolution based upon a
two-hour conference call with Ms. Larned and the other attorneys. I threw a resolution together and before 5:00
p.m. yesterday Mr. Miller called to say it was pretty good just make a couple
little changes, we made them and today he said it is important for us to
mention it is an emergency which I did.
They are all comfortable, if SunTrust’s counsel is comfortable with our
authority to do this and our own bond counsel does not have a problem with it
either.
In addition to the new resolution to sign the note, I
prepared the maintenance tax. Let me
briefly give you an idea of why we need to call it a maintenance tax, there is
a very brief statute which I cite F.S. 298.54.
We call it a maintenance tax because it is for maintenance and repair,
it is in the nature of the accounting language of expensing versus
capitalizing. The future things we are
going to do are more on the capitalizing side of the accounting language. To be in line with F.S. 298.54 it has to be
repair and restoration of previously existing.
My language tracks the statute long standing improvements pre-Wilma
which have to be restored. When we use
the language of repair and restore of previously existing facilities it will
come under this F.S. 298.54 called a maintenance tax and is why you see the
repetition of this language. You have
the resolution to borrow the money and sign the papers, then you have the
resolution to levy. We are signing the
loan, we are authorizing you to sign, then we are levying the tax. There are exhibits which are going to attach
to my resolution and then they will submit an assessment roll to the county and
they will have an increase in the line item on our tax bill this November.
Mr. Petty stated if we all disappear from the planet what
this says is if we all disappear or stop being efficient the bank can be paid
because the assessment will be placed on the November tax roll and will go to
each resident of Sunshine with a one time big hit and they will pay for it all
at once. As you know the deal is
structured and our intent is to take this interim financing and roll it into a different
note before you have to set the assessment for November, but be that as it may
our bond counsel was saying you have to show you are doing that and you will
see later on we are going to ask you to do a budget amendment where all we do
is adopt the cost of this contract into it and it commits us to putting it into
the budget and putting it on the rolls should we not convert.
Mr. Parks asked who comes up with the dollar amount?
Mr. Petty responded the dollar amount will be defined by
Ms. Larned and myself before you sign.
It will be based on the award of $3.5 million plus closing cost plus
counsel. We will not be putting in the
tree removal cost because we have not gotten the Board to give us a position,
we have not given you the information so you could make one and we do not know
what the cost are yet because Mr. McKune is still trying to obtain a ballpark
number. He has not had time to
inventory, I have kind of forced him into a corner to get a ballpark bid to
give you something to work off of. He
would rather wait but we just do not have the time. We will come back to you with a similar
instrument for it when it is time to do so.
It will be $3.5 million plus closing cost plus counsel cost which we
will determine the day of the closing to fill in the blanks.
Mr. Cranmer stated on two housekeeping details. You are probably wondering why you see $6.7
million versus $6.37 million. There is a
debt service reserve which is 50% of one year’s debt service. There is also a rule which says we cannot
borrow more than 90% of what we accessed.
I did the 10% which is $6.37 million versus the $6.7 million.
Ms. Larned stated the $6.7 million takes into consideration
the 10%.
Mr. Petty stated the numbers you are looking at are maximum
numbers which are not intended to be issued as I said it will be the $3.5
million plus closing cost plus which does consider the 90% figure.
Mr. Cranmer stated we do not need to borrow all of it; it
is a credit line.
Mr. Petty stated we will be working the number and is why
we asked you the last meeting and will ask you again at today’s meeting to
authorize the President and staff to filled out the documents at the closing
for a number not to exceed the $6.7 million.
Mr. Parks asked would we better to go for the 15 year instead
of the five?
Mr. Petty responded you do not have to make that decision
now and you do not want to go from a maintenance assessment to a special
assessment without going through the due diligence process, the public hearing
process, the determination of the assessment methodology and how people have to
pay. All of it has to be done by your
staff and we will bring you a complete packet.
We have the team together earlier than anticipated. The fact SunTrust threw some conditional
pages at us prompted us to do this and I am very happy with the way it worked
out. In less than three days staff, bond
counsel, special counsel and bank counsel have all been able to come to an
agreement over the basic issue we have been working a couple of months on.
Mr. Cranmer stated we have one other document which came
late in the day. Mr. Miller, our bond
counsel, is representing to us that we are going to be required to waive a
potential conflict of interest he may have.
Being a large firm obviously they represent banks in various
transactions lender and borrower acknowledge the law firm is representing the
borrower in connection with the transaction.
The acknowledge the law firm has given each party an opportunity to
evaluate the law firm’s proposed representation of the borrower and any
conflict of interest which may develop.
In order to firm up the potential conflict of interest being waived
SunTrust has separate counsel, Adorno and Yoss.
SunTrust has separate counsel and Ruden McCloskey is our special
counsel. I have no problem with it and
thought it was very professional of him to do so.
Mr. Parks asked once you enter into something like this if
he does business later on why would it bother us?
Mr. Cranmer responded it would not; it is a bar
requirement. If I had represented you in
a sale of a house to him five years ago and I remembered it, you will remember
it and then five or six years go by and I do not represent you at all and then
by sheer coincidence he comes along and buys something from you. The bar suggestion we disclose potential
conflicts, real or imagined, disclosure of same and waiver of same. We have nothing considered of consequence
here because SunTrust hired their own bond counsel to represent their separate
interest.
Mr. Petty stated which we pay for.
Mr. Cranmer stated Ruden McCloskey is a large law firm and
the represent everybody and somewhere along the line they did work for
SunTrust.
B.
Additional
Documents Outlined in the Capital Improvements Closing Index
Mr. Petty stated after the loan document you will find
another document called exhibit A which is a draft exhibit of the Capital
Improvement and Maintenance Note, which is the banks terminology for the
instrument of the financing; it will be called our Series 2006 Note. After about eight pages you get into a larger
description of the Sunshine Water Control District Capital Improvement and
Maintenance Note Series 2006. This is
what will be handed out at the closing with dates filled in correctly, with
signatures required. If you notice we
have Mr. Sobers listed, we also have President Parks listed as signatures as
well as representatives of the bank. The
day of closing we are going to need both of you there. Mr. Sobers your schedule is probably the
toughest and if we cannot get you we are going to ask we have the opportunity
to change it from Secretary to Assistant Secretary so that I may sign.
Mr. Parks asked when do you expect this to happen?
Mr. Petty responded in a matter of days. We have a few incidental non-material changes
on he versus her, changes to be finalized and then it is just trying to get
everybody together to start signing and sealing the documents.
Mr. Cranmer stated I received an email suggesting the end
of this week.
Mr. Petty stated after tonight’s meeting we are going to
authorize the engineer to issue notice to proceed because we have locked down
99.9% of everything and the rest is non-material differences as it is referred
to.
Mr. Sobers stated there is a strong possibility for
Friday.
Mr. Petty stated yes, if not tomorrow afternoon. Mr. McKune has been trying to hold the
contractor down; he has been anxious to start.
Mr. McKune stated he is basically mobilized. I told him I will call him tonight after the
meeting. We will be underway tomorrow.
Mr. Cranmer asked given the exigency of getting everybody
assembled for a closing would you consider having all of these documents signed
and held in escrow pending closing with you being granted power of attorney to
execute any additional document which does not alter the essential terms we
agreed to?
Mr. Petty responded I think we are going to ask the
President and staff be allowed to finish signing any documents material to the
closing.
Mr. Cranmer stated not in conflict with the intent of the
resolution.
Mr. Petty stated yes.
Mr. Cranmer stated I believe they call it Power of Attorney
for administrial duties which are basically housekeeping details.
Mr. Petty stated there is an Arbitrage Certificate, which
basically says any money you keep in the bank cannot earn more interest than
what you are paying on your tax free note.
If there is such monies it will go to the federal government plus you
will pay for the calculation. There is
an exhibit to the Arbitrage, an Certificate of District as to Computation of
Interest Rate in Compliance with Section 215.84(3), F.S. It cannot be higher according to a certain
calculation by statute; you cannot enter into an agreement for an interest rate
about that by statute.
Ms. Larned stated it is like 300 basis points.
Mr. Petty stated 300 basis points to 4.53, which is the
bond buyer 20-year bond. There is the
letterhead of bond counsel and his opinion on what he has done, the letterhead
of District counsel and his opinion and then we get on to the resolutions.
I apologize for doing this so quickly but some of this is
fairly straightforward while some of it is very complex.
C.
Resolution
2006-04
Mr. Petty stated Resolution 2006-04
is a resolution of the Board of Supervisors of the Sunshine Water Control District
authorizing the issuance of not exceeding $6,700,000 capital improvement and
maintenance notes of the Sunshine Water Control District; accepting the
commitment of SunTrust Bank to provide the financing; authorizing the execution
of a loan agreement setting forth the details of said notes; repealing
Resolution 2006-3 adopted on March 27, 2006; and providing for an effective
date.
Mr. Parks asked did you say this was
drafted by the bank itself?
Ms. Larned asked the resolution?
Mr. Parks responded the agreement.
Ms. Larned stated bank counsel.
Mr. Cranmer stated it essentially
says you have the power to do and you are doing it.
Mr. Parks asked how much does
2006-04 change from 2006-03?
Mr. Petty responded just in the
legal format of it more than anything else.
We were referencing a commitment letter where now we are referencing the
actual agreement. There are still going
to be some slight immaterial changes to it but you have a much more detailed
copy.
Ms. Larned stated the significant change
is we added the maintenance tax language as part of the assessment piece. The loan agreement now follows the assessment
resolution, which will be before you.
Mr. Cranmer stated we have the
bifurcation of repair in place versus new work.
Mr. Petty stated when we convert
this mechanism later on in the year as we intend to do we will be converting it
probably into a long-term instrument to keep our assessments down and when we
do so it will be converted into a capital improvement as much as possible
because maintenance assessments are something you typically pay off in a year
although you can roll it over. Most of
it is going to be for the bank reshaping and for the removal from our flow
ways, which we will consider all capital.
For the tree removal outside of those areas, which we will be
considering later, it will be almost all maintenance.
Mr.
Parks asked what is the resolution you have?
Mr.
Cranmer responded mine is for the levy of the maintenance tax. The term maintenance tax had to be used
because it is within the statute.
Mr.
Petty stated we do not have to do a public hearing for a maintenance tax when
you go long-term and it becomes capital you do have to do public hearings. Which is the due diligence part where we are
going to need Mr. Van Assenderp. We will
go through public hearings to set long-term debt on capital improvement, it
will become a special assessment not a maintenance assessment at which point it
stills goes on the tax bill and still goes through the District but it takes on
a whole different persona because of the name and because it is long-term
debt. This is why we are calling it what
it is; a maintenance assessment for now because it is short-term now and why we
are committing to pay it off in the budget amendment which will be your next
resolution for consideration.
[Remainder
of page left intentionally blank.]
On MOTION by Mr. Sobers seconded by Mr.
Parks with all in favor Resolution 2006-04 a resolution of the Board of
Supervisors of the Sunshine Water Control District authorizing the issuance of
not exceeding $6,700,000 capital improvement and maintenance notes of the
Sunshine Water Control District; accepting the commitment of SunTrust Bank to
provide the financing; authorizing the execution of a loan agreement setting
forth the details of said notes; repealing Resolution 2006-3 adopted on March
27, 2006; and providing for an effective date was adopted.
Mr. Petty stated Resolution 2006-05
is a resolution authorizing a budget amendment within the adopted budget for
the Sunshine Water Control District for fiscal year 2006. This is a change to your existing budget where
whatever number we sign at closing will be included in your maintenance and
operation assessment for the budget amendment this year. Once it is it placed on the budget no action
will be taken until we adopt next year’s budget or it is what will go to the
revenue collector of the county and before that is required is our intention to
turn it into a long-term debt issue which will take it out of the books at that
time.
We have a number filled in of $3.85
million; do we know if that covers closing cost at this time?
Ms. Larned responded no, we do
not.
Mr. Petty stated we should amend
this resolution to strike the amount and leave it blank at this time.
On MOTION by Mr. Sobers seconded by Mr.
Parks with all in favor Resolution 2006-5 a resolution authorizing a budget
amendment within the adopted budget for the Sunshine Water Control District for
fiscal year 2006 subject to closing cost to be determined was adopted.
Mr. Petty stated Resolution 2006-06 a
resolution of the Board of Supervisors of the Sunshine Water Control District
authorizing the assessment of a maintenance tax to secure a loan from SunTrust
Bank; providing for method of apportionment and levy, and for certification of
assessment roll; providing for effective date.
Mr. Cranmer stated this says now that you
have authorized the loan for the issuance of the notes at the bank, now we are
going to levy the tax and how we are going to levy it. The way we have apportioned it is the way we
have apportioned it since the 1990 resolution I received today with the uniform
method which is the way we have always done it.
Then we have a provision for providing the tax roll to the revenue
collector and the property appraiser in the event it is collected all at once
and not rolled over to the long-term.
Mr. Petty stated in effect you do this
during your normal budget process. When
you adopt your budget this year we are going to ask you to formally adopt it at
which time we will ask you to approve a resolution very similar for your budget. We are asking you to approve this before your
budget because we are getting the money now and this is a promise you will put
it on the next assessment roll which comes before you.
Mr. Parks stated we do not know what the
assessment is going to be yet.
Mr. Petty stated no. If we all fail miserably this is the worst
that can happen. It is our intent we
will take this after due diligence after seeing the exact cost at closing and
how well this contractor works along with our tree program to determine what is
best for the residents, financially speaking so we do not put them at a
hardship. We take this out over a 5, 10
or 15-year term to allow us the greatest latitude and the greatest number of
options.
Mr. Parks asked does this have to be sent
to the property appraiser by June 1st.
Mr. Petty responded no. The proposed budget is what is sent to
him. You do not send the roll until the
first week of August. Statute requires
we send our budgets to government agencies for their consideration so they do not
duplicate anything we are doing by the July 1st deadline.
Mr. Cranmer stated in the event it does
go on the tax bill we do have a rough sketch of $200 to $300 per parcel.
Ms. Larned stated in addition to their
current.
Mr. Petty stated as far as assessments or
drainage issues go this is not a big deal at all but for our residents we hope
to do much better. We hope to get this
down to $150 including this year’s assessment.
Mr. Sobers asked is SunTrust the official
bank of the District?
Mr. Petty responded no, we do not have an
official bank. They are a financing
institution who works with governments on a large scale. They have be participatory in other financing
for bond issues and other such matters.
On MOTION by Mr. Sobers seconded by Mr. Parks
with all in favor Resolution 2006-06 a resolution of the Board of Supervisors
of the Sunshine Water Control District authorizing the assessment of a
maintenance tax to secure a loan from SunTrust Bank; providing for method of
apportionment and levy, and for certification of assessment roll; providing for
effective date was adopted
On MOTION by Mr. Parks seconded by Mr.
Sobers with all in favor Resolution 2006-07 acknowledgement and agreement
waiving conflict of interest between SunTrust Bank and the District’s
attorney’s was adopted
Mr. Petty stated I have one other item to
bring to your attention and that is the standing trees and what is our current
status. We have talked with the City of
Coral Springs because they have a tree policy now after the hurricane where
they will pay residents up to $200 for replanting trees within the front
right-of-way. As we discussed in the
past we refer to our areas in the back as right-of-ways as well even though
they are not used as right-of-ways, they are used for drainage. Since we will be going back to remove some
healthy trees we thought we would thus call the City of Coral Springs to try
and get a policy which does not cause the residents confusion where we are
planting trees in the front and tearing them out in the back. We wanted to let them know we are looking at
two basic programs; one being clearing it to make it a greenway and the second
is allowing permitted trees. Along with
the discussion of permitted trees staff is now considering if we do want to do
this maybe the best way is not just with a piece of paper in a file cabinet but
to a license on the tree itself; a tag.
It is turns out we are not the first to consider it people have been
tagging trees for years. There are tags
which last through almost nuclear conditions, where we can imbed such
information as the address and the type of tree so people cannot move the tags
to trees which have not been permitted.
If we just do a permit the question Mr. Cranmer and I were discussing is
there is a new owner does he automatically agree to any and all conditions the
previous owner signed off on. Mr.
Cranmer has a great deal of experience in the matter and I do not and I will
defer to him in this regard. Tagging
trees gives our field personnel the opportunity to check the tree for the
proper permit and if not we can notice the homeowner they are in
violation. We will be talking to the
city on the program in trying to work with them so we are not telling the
residents two different things or at least explain why. We will be bringing the material to you for
your consideration.
Mr. Sobers stated I thought the draft
letter which was mailed to me explained everything; nonambigous.
Mr. Petty stated the door hangers have
worked so far for our sister District, CSID, we have a few people who wanted us
to repair their irrigation systems and we have politely declined. We tell them we do not permit water to be
withdrawn but we do not enforce it at all and if they are willing to go at
their own expense.
Mr. Parks asked what happens when you put
poison in for the aquatics?
Mr. Petty responded the door hangers go
on the doors. We are neighborly in
regards to the water but the system is not there to provide irrigation water it
is there to remove unwanted water and we do not guarantee there will always be
water there for you.
Mr. Sobers stated you mentioned you were
in talks with the City of Coral Springs.
Is the City Manager also a part of the dialogue?
Mr. Petty responded it is the office I am
working with. I am working with his
assistant as he is still in recovery and is spending a minimal amount of time
in the office. I think I stunned them
with our request to work with them at this particular point in time, since
there is the special bill against us at this particular point in time, which
they supported.
Mr.
Sobers asked do we need to address the limited power of attorney for documents
to be signed absence our presence?
Mr. Cranmer responded it will be a
separate resolution.
Mr. Petty stated it will be in case Mr.
Sobers is not available for closing and he is listed on the documents. We can have the documents changed listing
assistant secretary instead of secretary in which case I can sign.
Mr. Cranmer stated we can have a
resolution for administorial duties to make changes as necessary not in
conflict with the resolutions.
Mr. Petty stated the power has already
been given to Mr. Parks and what you are authorizing is not more than a slight
immaterial change to the contract to say assistant secretary versus secretary.
Mr. Cranmer stated as an example a
builder, and this is quite common, records a resolution indication what offers
can sign deeds. They do not have to do
it if it is the president or the vice president because by statute a president
or vice president of a company can do it.
An assistant secretary does not have the statutory authority in a
corporation to sign a deed. They record
a resolution and chain of title stating we are authorizing any one of the
following persons. We do not want to be second-guessed.
Mr. Petty stated in the abundance of
caution you do not want the $6.3 million on one side of the table and you on
the other and them saying it does not say you can sign.
On MOTION by Mr. Parks seconded by Mr.
Sobers with all in favor Resolution 2006-08 authorizing the assistant secretary
to sign loan documents in association with limited power of attorney for
administorial duties not in conflict with any of the resolutions passed was
adopted.
Mr. Cranmer stated as you recall from our
last City of Margate meeting you authorized us to get with them to confirm May
1st.
Mr. Petty stated I would like to wait
until Ms. Macomber before we reply.
Mr. Cranmer stated Chapter 164 applies
when you have one government entity talking about suing another. There are three stages of negotiations; we
had two of them already and there is a specification a quorum be present in
case we need to take action and the City of Margate needs to advertise such a
meeting, in an abundance of caution. I
have assured the attorney for the City of Margate, by letter, we hope to be
well under way by May 1st and the meeting should not be necessary but
their commissioners have an attitude of we are going to proceed anyway and we
are going to see how well you do. We should
schedule the meeting and wait for them to cancel it.
Mr. Petty stated I do not believe we will
have to go the meeting. With the
contractor being out there tomorrow one of his starting points is the east
outfall canal. We were going to pull the
Board once Ms. Macomber came back from her trip because we did have some time
in front of us if they are looking for a more immediate answer.
Mr. Cranmer stated I think we can stall
them for a week. I have authorized to
contact Mr. Steinfeld’s office directly that we will have a quorum available on
May 1st however, we are hopeful such a meeting will not be required
because of the progress made in the clearance of the east outfall canal.
Mr. Petty stated unless the Board has any
other indication we will follow along as staff with the recommendation of
working with the City of Margate in a mode of resolving the conflict, which
means we will try to meet with them as close to May 1st as we can
all make our calendars mesh.
Mr. Parks asked when they start the canal
are they going to be doing the bank as well as the trees?
Mr. Petty responded yes. We are going to make sure of it even if the
contractor finds someway out according to the bids specifications which talk
about canal banks and 14’ areas; he is going to take all of the trees out even
if we have to do an addendum to the contract.
All the trees are coming out.
Mr. Cranmer stated one of the reasons we
are expediting this is we want to avoid a nuisance lawsuit by the City of
Margate and a private lawsuit by the Oriole Townhomes Association.
There
being no further business,
On MOTION by Mr. Parks seconded by Mr.
Sobers with all in favor the meeting was adjourned at 7:43 p.m.
Philip Sobers Russell
Parks
Secretary Chairman