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HomeMy WebLinkAboutCC 2012-11-15 MinutesCity of Miami City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Meeting Minutes Thursday, November 15, 2012 9:00 AM SUPPLEMENTAL City Hall Commission Chambers City Commission Tomas Regalado, Mayor Francis Suarez, Chairman Marc David Sarnoff, Vice -Chairman Wifredo (Willy) Gort, Commissioner District One Frank Carollo, Commissioner District Three Michelle Spence -Jones, Commissioner District Five Johnny Martinez, City Manager Julie O. Bru, City Attorney Dwight S. Danie, City Clerk City Commission Meeting Minutes November 15, 2012 Present: Commissioner Gort, Vice Chair Sarnoff, Commissioner Carollo, Chair Suarez and Commissioner Spence -Jones On the 15th day of November 2012, the City Commission of the City of Miami, Florida, met at its regular meeting place in City Hall, 3500 Pan American Drive, Miami, Florida, in regular session. The Regular Commission Meeting was called to order by Chair Suarez at 9:00 a.m., recessed at 11:58 a.m., reconvened at 2: 00 p.m., recessed at 2: 01 p.m., reconvened at 2:53 p.m., recessed at 4:28 p.m., reconvened at 5:17 p.m., and recessed at 6:38 p.m. to reconvene on Monday, November 19, 2012, at 6:00 p.m.; meeting reconvened on November 19, 2012, at 6:00 p.m. and adjourned at 6:21 p.m. Note for the Record: On Thursday, November 15, 2012, Commissioner Carollo entered the Commission chambers at 9: 03 a.m., Commissioner Gort at 9: 04 a.m., Vice Chair Sarnoff at 9: 09 a.m., and Commissioner Spence -Jones at 9:26 a.m. And on Monday, November 19, 2012, Commissioner Carollo and Commissioner Gort entered the Commission chambers at 6: 02 p.m. and Commissioner Spence -Jones at 6: 03 p.m. ALSO PRESENT:: Julie O. Bru, City Attorney Johnny Martinez, P.E., City Manager Dwight S. Danie, City Clerk SI.1 RESOLUTION 12-00908 Department of A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH Finance ATTACHMENT(S), AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $50,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING BONDS, SERIES 2012 (PORT OF MIAMI TUNNEL PROJECT), FOR THE PURPOSE OF, TOGETHER WITH ANY OTHER AVAILABLE MONIES, REFUNDING THE CITY'S REVENUE NOTE, SERIES 2010 (PORT OF MIAMI TUNNEL AND ACCESS IMPROVEMENT PROJECT) OUTSTANDING IN THE AGGREGATE PRINCIPAL AMOUNT OF $45,000,000 (THE "NOTE"); PROVIDING FOR THE RIGHTS AND SECURITY OF ALL HOLDERS OF BONDS ISSUED PURSUANT TO THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE CITY MANAGER, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; PROVIDING FOR THE PAYMENT OF SUCH BONDS FROM LEGALLY AVAILABLE NON -AD VALOREM REVENUES BUDGETED AND APPROPRIATED BY THE CITY FOR SUCH PURPOSE; APPOINTING A BOND REGISTRAR; AUTHORIZING A BOOK -ENTRY REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING THE NEGOTIATED SALE AND AWARD BY THE CITY MANAGER OF THE BONDS TO THE UNDERWRITER, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; APPROVING THE FORM OF AND DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM AND A LIMITED OFFERING MEMORANDUM AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE LIMITED OFFERING MEMORANDUM; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS AND AUTHORIZING THE EXECUTION City of Miami Page 2 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER; CREATING A BOND FUND AND CERTAIN ACCOUNTS AND SUBACCOUNTS AND PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE BONDS; DELEGATING TO THE CITY MANAGER AUTHORITY TO NEGOTIATE AND OBTAIN A BOND INSURANCE POLICY AS CREDIT ENHANCEMENT FOR THE BONDS AND/OR A RESERVE ACCOUNT INSURANCE POLICY FOR DEPOSIT TO THE CREDIT OF THE DEBT SERVICE RESERVE ACCOUNT AND AUTHORIZING THE EXECUTION AND DELIVERY OF AGREEMENTS WITH THE PROVIDER(S) THEREOF; PROVIDING COVENANTS FOR THE PROVIDER(S) OF SUCH BOND INSURANCE POLICY AND/OR RESERVE ACCOUNT INSURANCE POLICY; AUTHORIZING THE CITY MANAGER, THE CITY ATTORNEY AND CERTAIN OTHER OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF THE BONDS; AND PROVIDING FOR AN EFFECTIVE DATE. 12-00908 Summary Form.pdf 12-00908 Legislation- Version 1.pdf 12-00908 Complete Legislation Version 2.pdf 12-00908 Exhibit 1- SUB.pdf 12-00908 - Memo- Additional Back-up.pdf Motion by Vice Chair Sarnoff, seconded by Commissioner Gort, that this matter be ADOPTED WITH MODIFICATIONS PASSED by the following vote. Votes: Ayes: 5 - Commissioner(s) Gort, Sarnoff, Carollo, Suarez and Spence -Jones Direction by Commissioner Gort to the Administration for the Budget Director to provide a monthly report to the City Commission on the budget status of City departments for the purpose of correcting deficiencies as they come up. Chair Suarez: Now well go into the supplemental bond issuance, Port of Miami. Commissioner Spence -Jones: I just wanted to just -- while we're doing that, I just wanted to ask you -- so -- 'cause I was in another meeting really fast. Are we not -- we're not going to deal with the district pages today at all, right? Chair Suarez: Well, we can. I mean -- Commissioner Spence -Jones: No. I'm not saying -- but we are -- are we dealing with them today? Chair Suarez: Sure. Commissioner Spence -Jones: Okay. Chair Suarez: After the bond issuance, we'll -- Commissioner Spence -Jones: So that's the only thing we have is that -- Chair Suarez: That's it. We have the -- Commissioner Spence -Jones: Okay. Chair Suarez: -- bond issuance and then our district pages and we're done. City of Miami Page 3 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Commissioner Spence -Jones: Okay. Chair Suarez: S1.1. Janice Larned: Janice Larned, assistant City Manager/chieffinancial officer. This item before you is the final of our bond resolution that will move forward the refinancing of the Wells Fargo bank loan that is due January 5, 2013. Included in your packet is a bond resolution and a preliminary limited offering memorandum. We're asking for your consideration fnr passage at this time. Chair Suarez: Thank you. Is there any further presentation by the Administration? Any questions by the Commission? Is there a motion? Vice Chair Sarnoff. So move. Commissioner Gort:: Second. Chair Suarez: Moved by the Vice Chair, second by Commissioner Gort. Anything further? Commissioner Carollo: Yes, Mr. Chairman. Chair Suarez: Go ahead, Commissioner. Commissioner Carollo: I just -- in light of, you know, what has occurred, the only thing I wanted to ask, just to put on the record, this is going to be a limited bond offering to 35 or less investors that are sophisticated investors that understand financial statements or unaudited financial statements, correct? Ms. Larned: Correct. Commissioner Carollo: Thank you. Chair Suarez: Any further discussion? Commissioner Spence -Jones: Yeah. I have a lot of -- Chair Suarez: Yes, go ahead. Commissioner Spence -Jones: -- not a lot, just a couple things. Not big things. But 1 do want to --just Id me go back to page 3. And you might have already answered the questions, but I just want it to be clear. Where it says such declaration of financial urgency has been challenged, I just want it to be clear on the City's declaration of financial urgency. What kind of --? I'm trying to understand why we have in here this whole issue around litigation is determined adverse to the City. Why would we --? Why would it he adverse to the City if the Omni is actually taking on the debt? Is this based upon the conversation that we've had that regardless of the situation, it will fall back on the City no mailer what? Ms. Larned: IfI may, first of all, the bonds are being issued by the City. Now the CRA (Community Redevelopment Agency) and the City have entered into an interlocal grant agreement -- Commissioner Spence -Jones: Yes. Ms. Larned: -- but the obligations will in fact be City obligations. We get that grant money f rom City of Miami Page 4 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 the CRA, and then we use that to make our payments on the debt service. So any item that has to be disclosed or reviewed by a potential investor would be upon the City, not on the CRA. Commissioner Spence -Jones: Okay, so that's the reason why you're saying that it would be City's responsibility in the end if the CRA -- ultimately, it's the CRA, but it's the CRA only because it's a pass -through to the City. Ms. Larned: Yes, ma'am. Commissioner Spence -Jones: Okay. So then the other question 1 had really fast, which I wanted to he clear on, on page 36, other debt considerations -- because I know you and I went back and forth on this, Mr. Manager, as well, on the fact that the Overtown Southeast Park West would have nothing to do with any of this. I'm truing to understand why are we included in this document at all, especially if it's not a debt of the City. Ms. Larned: Correct. Commissioner Spence -Jones: Why was it necessary to mention this in this document? Ms. Larned: Disclosure is one of those items that is, if you will -- we always respond in an abundance of caution, and that would he an item that would come up not just as a part of this document. It came up as part of our rating agency questions, what other obligations may be out there. And again, because the CRA is an agency of the City, some people get that somewhat confused, so the question will come up and we always will say it is an instrumentality, a particular agency, a component unit in accounting terms. When it comes to issuing the bonds, we have made it very clear that Southeast Overtown/Park West will be issuing their own bonds -- in fact, they're going through that process now -- and that the obligations will he paid fin- by that CRA and that the City will not be standing as backup to that particular obligation of the CRA. Again, in an abundance of caution, we're asked to put that into our disclosure documents. Commissioner Spence -Jones: Okay, just so I'm clear, you were asked to put it in there? M. Larned: Yes. We were asked -- Commissioner Spence -Jones: By? Ms. Larned: Disclosure counsel, bond counsel, yes. Commissioner Spence -Jones: Okay. Ijust -- Commissioner Gort: The attorneys. Commissioner Spence -Jones: Huh? Commissioner Gort: The attorneys. Commissioner Spence -Jones: Okay, I have -- I'm asking a question 'cause I want to -- at this point, I'm asking a question for everything that I don't understand -- Ms. Larned: Yes, ma'am. Commissioner Spence -Jones: -- so I can officially have it on the record. Commissioner Gort: You're doing the right thing. City afMiami Page 5 Printed On 12/10/2012 City Commission Meeting Minutes November 15, 2012 Commissioner Spence -Jones: Right. So the other thing that I wanted to mention really quickly, Mr. Budget -- Danny -- so then this becomes, for me, the million -dollar question -- or $45 million question. Sn -- and I just want to he clear with my fellow colleague 'cause I know he has, you know, worked very hard to get this done, you know, and to make sure that, you know, this situation is handled properly. And at this point, I know we have no choice but to handle it, okay. But I'm sore you heard -- and my fellow colleagues heard how very dissatisfied and disappointed I am with the Administration. And quite frankly, I find it very difficult to believe much that they tell me or much that's written because it changes from one Commission to the next. I'm just telling you straight up. So my decision about anything I do is not based upon what I know has to be done. My decision is based upon nay inability to trust what 1'm. being told, so 1 got to follow my gut and my spirit on issues because, quite frankly, the advice I'm being given -- might he different for other folks -- I'm second guessing it, okay. So this is my question: If we have between 37 and 45 million in so-called surplus, then why is it necessary for us to do this loan for 45 million when we can take the 20 of -- 20 million of what you say is surplus, okay, which would leave the City with less debt to address in a Iran like this. Why was that not the recommendation after the tooth fairy or whoever came with the $35 million and showed up? Why didn't we make that suggestion to say 45 million or 30 million or whatever, we could pay down half of that towards the loan, and then the remaining balance, we do the Wells Fargo deal? If we know that there's this money that's available, why would we then further put the City at risk if we know that there's a surplus? Daniel Alfonso (Director, Management and Budget): Commissioner, the reason why we're doing a bond is because we have -- more than two years ago, I believe, we started in this process of borrowing this money, and we knew that at some point this loan would have to be taken out. The City, by its own fiscal integrity ordinance, requires a fund balance of nearly $93 million. We have -- the City -- we, in the City, have been in violation of that ordinance for the last two, three, four years. This windfall, if we may, of $37 million or 29 or whatever the number ends up being -- but it's certainly in excess of 30 million -- will add to our reserves -- Commissioner Spence -Jones: But Danny, you went from 45 -- Mr. Alfonso: Commissioner, the -- Commissioner Spence -Jones: Let me -- understand -- we wentfrom -- Mr. Alfonso: Let -- may I -- Commissioner Spence -Jones: Let me finish. Mr. Alfonso: Yes. Commissioner Spence -Jones: -- $45 million briefing. I'm not going to even talk about the 60 that I heard that was flowing around because if7 talk about 60, I'm probably going to blow a head gasket right now, but let's just deal with the 45. Then in this meeting we went 37, and then we take a lunch break and now it's 29. So I'm so afraid that if we take a break again, we're going to be back at 9 million. Mr. Alfonso: Okay, Commissioner, let me clarllY the numbers for you, ifI may -- or for everyone that might be listening. The number of 45 million that has been stated in the newspaper, that is stated on that financial document with a footnote that says at least $8 million would come off of that number likely, means that actually it's 37 million. When I say 29, we had actually projected 8 to $9 million, so the variance from 37 to 29 that 1 just mentioned -- or 27 -- is what actually i-i'as the variance. Thirty-seven million is the surplus overall that we anticipate will be in the end added to the prior year number of 19.6 million. So if you take 37 and add roughly 20, 19 and a half; whatever, you are at $57 million. If look in that document, you'll see a number of, I City of Miami Page 6 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 believe, $65 million stated. It is the 45 million plus the prior year balance that gets you to 65. Then if read in the footnotes that about $8 million will likely he taken off of that number because these are unaudited numbers, then you suspect at the end it will he about 67 -- 57 million. Having said that, 57 million is still only about 60 percent of what the City has by ordinance required to have, which is 93. And it is stated in that document as well as part of the internal auditor's reports issues that are raised. I know that there's a lot of numbers and when we talk, it can get confusing. Sometimes I can't keep it straight even myself; but we're not really hiding anything, Commissioner. The numbers -- Commissioner Spence -Jones: You're not hiding it, but you were not communicating it, so -- which means you put your fellow Commissioners -- you know, we look like idiots. So -- but anyway, that's neither here nor there. So I just want my fellow colleague to understand and know that, you know, I have so many questions. And every time I get a briefing or every time we have a meeting, it keeps changing and keeps changing, and I just can't make a decision off of something that I just don't even trust, not just for the mere fact that we -- it's something we have to do. We -- I'm sure there's enough votes here to make it happen so it doesn't matter, but 1 have to stand on what 'feel is the right thing to do. And I really feel like at the end of the day, this -- the way this whole thing was handled was really, really inappropriate. And Mr. Manager, I have to say this again. At the end of the day, Danny and the staff reports to you. The buck stops with you. And for whatever reason, you know -- can't speak for my other four colleagues -- I'm very, very disappointed with what I'm seeing coming from the Administration on this issue. So with that being said, you had a motion and a second. Chair Suarez: Any further comments? Commissioner Carollo: Yes, Mr. Chairman. Chair Suarez: You're recognized, Commissioner. Commissioner Carollo: Thank you, Mr. Chairman. I had a long conversation with our CFO (Chief Financial Officer), Wells Fargo -- actually, with Danny and the Manager. And I think, after listening to Commissioner Spence -Jones, I feel the need that -- to say that, yeah, there is another option. I don't think we all really think it's the hest option for the City, hut in order to gain credibility in the numbers, you could present audited financial statements. However, 1 don't think we will have audited financial statements by January of next year, when the loan is due. Therefore, we will have to go with unaudited financial statements. And that's why I asked the question with regards to the investors, the 35 or less that are supposed to be sophisticated and are they aware of looking at financial data, knowing the difference between audited and unaudited financial statements and of the sort. So, I mean, I'm sure we could have discussed much, further options, but again, as it seems right now and, you know, trusting on all of our financial advisement, all the people that we hired, as well as our internal from the City, it appears that, you know -- and mind you, this is why back in August I brought this issue up because I didn't want to be at the last minute in this situation where Commissioners feel uneasy and we're put on the spot and we're making significant financial decisions, you know, at the last minute. But -- I mean, with that said, I'll relinquish the -- Tice Chair Sarnoff • Mr. Chair. Commissioner Carollo: --floor. Chair Suarez: Yes, Mr. Vice Chair. Vice Chair Sarnoff • I guess I feel compelled to say a few things and Pin going to say them. First, u'hy do you bond? Why take this to bond? Because history is being making [sic] -- is being made as we speak. It is probably the most advantageous time for a municipality, for a county, City afMiam,i Page 7 Printed On 12/10/2012 City Commission Meeting Minutes November 15, 2012 for any governmental entity, for any utility to go out to bond tomorrow. And you know what's the next history is going to be made? The day after that. And you know when the history's going to he made? The day after that. Until the equity market stabilizes, bonds are the most advantageous investment for an investor bar none. Before you all got here -- I think Commissioner Spence -Jones was here -- but before you sat as Commissioners, decisions were made that you lived with. Before I got here, decisions were made that I live with. Part of the decision was made that the Omni would finance the tunnel. You might be completely in favor of the tunnel. You might be completely against the tunnel, but it wasn't a decision you got to make. It simply wasn't your decision to make. I proudly say it was a decision I got to make, and I think history will record it was a wise decision. But you know what, that's up to the history writers and that'll be decided some years from now. But why do we bond? One, it's the most advantageous time probably in the history of the United States to do so. Two, this obligation is not a City obligation. It was intended to he an Omni CRA obligation. Three, why not pay a part of it today? I got up this morning to my wife saying, why don't you just make the payment from the money that you guys just got. And I actually had the same explanation I'm giving to Commissioner Spence -Jones, which is this is the best time in the world to bond, and it's really not the obligation of the City. Everybody up here is more than entitled to say all that money should go to the reserves or all that money -- some of it should go back to police, fire. Whatever decision you want to make, that's a policy decision. But the obligation belongs in Omni because Commissioners before you, before you got to sit here and make decisions, made that decision for you. Just like some of you might he in favor of Marlins Stadium and some of you might not, hut that decision arrived before you got here, and that's just the way it is. And you do the best you can based on whatever decisions were made prior to you being here. So -- and Ion going to say one thing. And Danny, I had the actual honor of -- Where's Danny? Way hack there. Why don't you come up. I don't usually go on Spanish radio very often, Danny. I was on Spanish radio around 12 -- about 1 o'clock this afternoon. And they asked me specific questions about you. And I said, I think he's a man of integrity and a man of honor. And I said, what I think happened to Danny in his experience was numbers didn't come in like he had hoped for when he was in the County, and I think it left a scar on him. I said, so Danny, I believe, does not count his eggs or his chickens before his eggs hatch. And I think that's who you are. I don't think there was a motive behind it, or I'd be angry with you and upset with you. We find ourselves in a position that we get to make decisions, that we get to decide what it is we're going to do. And I candidly said to them, though, you know, as the equity market continues to erode -- andl think it will erode for a period of time -- we have a financial crisis looming at us next year simply because of the pensions. So as much as you may be a little bit wrong now, you may be very right next year to hold all that money because we may be going right back into a recession again. Because if the equity markets continue to erode, the middle class, 401ks, you name it, will erode away. And it's not like we don't know what that feels like. We do know what that feels like. We went through that in 2000. Arguably, we went through that in 2004, and we certainly just went through it in 2008. So this is the time to bond. And to my fellow Commissioners, this isn't an obligation of the City of Miami. It's an obligation of the Omni. And the only reason Omni's not handling this directly is the Omni has never bonded before. And because we can't find two notices of hearings from 1981 -- and I -- forgive me ifI have the date wrong -- we would then have to go through a formal process called validation. And we know if we go through a formal validation process, it just would invite all sorts of shenanigans. So we're doing the hest we can with what we have. And to Commissioner Carollo, I would say I did the very best 1 could to move this process along at the speed I best could do. And I think everybody worked in goad faith. I think everybody worked hard. I think whether there was or there was not, there was a believed financial urgency here and that misdirect some of the efforts of this Administration to deal with union and labor disputes and issues. It certainly seemed like we were dealing with them in July, in June, and in August, so I didn't have their undivided attention. But, to he candid with you, I had a City Attorney who I said earlier I did not agree with, who I thought did a great job in the very end. 1 had a CFO that I didn't know that well that I thought did an extremely competent jab. And interestingly enough, Danny, I never dealt with you at all on this issue 'cause you were probably the whole time in budgeting. But the Manager and the Mayor both asked me to get involved. I City of Miami Page 8 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 did. We're well within the timeframe, and here it is, you know, and this is what we have to decide. I think it's -- I think you all are going to he very pleasantly surprised come December 13 with the amount of interest we have to pay and our payment schedule, and it is the Omni that will pay it. Commissioner Spence -Jones: Mr. Chairman. Chair Suarez: Yes. And Commissioner Gort and then Commissioner Spence -Jones. Commissioner Gort: You know, when "first got in in 2010, we started discussing the payment of the tunnel. At that time, the Administration and CFO at that time did not want it to go out on the market 'cause he said it would take too long to try to go through a whole process. That was two years ago. So we didn't use that process. Instead, we went and we borrowed money, knowing that some time in the future we were going to do the bond issue. And the reason -- and" know we are disappointed. It should have been good news. Unfortunately, we're disappointed with it because we learned of it a little late and 1 think people are looking at it a different way. And that's why I requested, Danny, for you to make sure what the numbers are once you can getfor sure what the numbers are and talk to every one of us, talk -- sit down with the unions and show the amount of -- the funds that we have, where they come from and explain it to the time. I've looked at this document and I've never seen a document with so much disclosure as this document, and I've read documents for the last 20 years. This document -- and the reason is our attorneys, because of all the process we had in the past and all the problems that we had in the past, have been very cautious. And they i-i'ant to make sure that they disclose anything that can go wrong. Now when you look at any investment you're going to do or any bond transaction or any of the hooks, it's like the medicines. When you see the ad of medicines, this will take care of your headache, but you can get a heart attack. You can get this and all the side effects of the medicine. This is the same way. I don't see how anyone that reads anywhere in these documents will invest in it. The second thing is, this is the 35 institutional investors. This is the people. They know a lot more about the City than we do ourself, I can tell you that. And I know the team -- we need to understand, this is not done by any one person. You got four different attorneys working on these documents. My experience is, before you come out with a final document, you go through at least six drafts before you come to the final document. That's why I don't have any problems in voting for this today. Commissioner Spence -Jones: Mr-. Chairman. Chair Suarez: Yes. Commissioner Spence -Jones: Okay. Couple things that "just, you know, avant to he very clear on the record because that's all we have in the end is the record. When you look back, whether or not we've gone four years from now, eight years from now, whoever sits in this seat after me, they're going to go back and look at the history that we've created here. The first thing that I want at least my colleague to know and the chairman of the Omni CRA is I support him 100 percent on what he's trying to do and what he has done. This is not about the Onini CRA. This is not about Sarnoff, and it's not about the document and what's being placed in front hi -us. I know what we must do. That's -- that is not the issue. It's not an issue about whether or not we should he doing a bond and that we're at the point of this is the best time to do the bond. That's clear. I mean, I don't think that there's a question from any of us, at least not from me, about why we're doing it. This is not about, you know, the City Attorney, you know. I know that this document -- if Robin was looking over it, believe nie, she turned over every rock and made sure that Jinni a legal side of it, along with our team. that's working on it, that it gotten handled properly, so it's not about the document. For me -- and 1 want to be clear about Danny. This is not about Danny, okay. You know, at the end of the day, Danny has a manager to report to. Danny has, at the end of the day, to disclose this information to his superiors and from that point, you decide where it goes from there, period. "just -- it's very difficult far me to believe -- City afMiam,i Page 9 Printed On 12/10/2012 City Commission Meeting Minutes November 15, 2012 and I'm not crazy -- that Danny would do all of this stuff and then, all of a sudden, it would pool up out of the air and nobody but Danny knows it. And what drives me nuts is that we can't be honest about it. And so Danny has to stand up in front of the mike and take it like a man and like a soldier 'cause that's what he is. He's a professional. The problem. that 1 have is that no one wants to stand up and acknowledge that they knew, so Danny takes the heat. So this is not about Danny. This is about leadership and knowing that we have an issue and not communicating to the four people up here that are ultimately responsible for taking a vote. Nobody else votes out there. We take the votes. So when the hits start coming, they're not coming to you. They're coming to us. Yeah, you'll get some of it, hut at the end of the day, we get hit. Our residents, the people that vote fir us, expectfbr us to do everything that's necessary -- by any means necessary to make sure that we're protecting them and the City. We can't do that if you're not being honest. And I'm just -- and I'm going to say this. And I understand -- what drives me nuts sometimes when we sit up here is that we see and know -- we know it, that people are not being open and honest about a situation, and we sit here and placate -- I'm not going to placate no more 'cause placate gets investigations, gets SEC (Securities and Exchange Commission), gets all of that stuff because we all decide to placate the situation. No, we got to start calling the kettle -- the black -- whatever. You know what I'm talking about. We have to start calling stuff out and saying we're not going to go along with the program if you're not doing right. We have a responsibility for people that elect us, and I take that very seriously. I'm not going to play with this position, period. Somebody going in there to vote for me for whatever reason, I take that seriously: not going to play with it. So I'm not going to placate any of it. IfI feel that there was something that was not communicated -- and every single last one of my colleagues sit up here, over the last 60 days we've had incidents that have taken place in City government where we've been told one thing and I got to have Kat call me to tell me something different. I shouldn't have to hear from the Miami Herald reporter about something going on in the city in which I represent. I'm getting on the plane last night and I'm hearing about, Oh, you got a surplus. That's -- guys, I mean, at the end of the day, we got to start holding folks accountable for their positions and what they've been put there to do. Now, if they can't do their jabs or if there's any -- fir whatever reason, it's not -- then we have to start saying, you know what, we're not going to sit here and go along with the program. I am not going to sit here and go along with the program. I'm not going to sit here and just believe that all of a sudden $45 million dropped out of the sky. Now, I would prefer you to tell me, Hey, look, we got to go ahead and make this vote because we got to take care of the responsibility. I'm cool with that. I don't have a problem with that. But what I do have a problem with is that we can't fess up and be honest about it. And there were a lot of players involved in this situation. So that's where my concern is. It's about leadership. It's about standing up and doing what's right and admitting it, and not sitting up here and making us feel like we did something wrong. No, we didn't do anything wrong. We did whatever you told us it was is what we operated from, period. Now nobody else don't want to say it, but I'm going to say it. 'Cause at the end of the day, if something goes wrong, we have to carry the brunt of it. And I'm just --1'm getting to the point, whether or not it's a Steve Petty one week -- every week -- every Commission meeting we're dealing with a different issue. This is ridiculous. It's like the peanut gallery. And I'm -- I'm sorry, Mr. Chairman. I'm just -- and Commissioner Sarnoff, this is not about your item. I understand why we got to get the item done. This is not about this. This is about people not being truthful and honest about what's going on. And you know, at the end of the day, we pay finr it later. And I'm just going to say this in closing -- and it very disheartening you know. Commissioner Sarnoff you mentioned, you know, we all make decisions up here and then later on sometimes they decisions don't go the way we want them to. But I'm going to say this, you know. It's called wisdom. You don't keep doing the same stuff over and over and over again. Guess what? I want to operate in wisdom, with wisdom. IfI see I made a decision or voted on something that was not healthy fir my district or the City or I see that we continue to do the same things over and -- which is insanity -- over and over again and don't change it, we're going to get the same results, then I'm a part of the problem. 14n not interested in being a part of the problem. I'm interested in being a part of the solution. So for me, you're right. Maybe there were some decisions made on the Marlins stadium, maybe there were some decisions made on other items that we voted on. But guess what, I'm not going to stay City of Miami Page 10 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 in that same position and keep doing the same thing over and be wrong. No, I'm going to operate in wisdom. If 11 doesn't feel good to me, if what you're telling me does not make sense -- and I know my fellow Commissioners can say all they want to say, hut they don't believe that 45 million, fell out of the sky. Somebody was talking about it. And none of us -- no one decided to talk to us about where, you know, the possibilities of even that being an issue or the money being somewhat available? I just don't believe it. So what really frustrates me, in closing, is the dishonesty around -- you know, like we -- like we're crazy. Like we're sitting up here like we're idiots. Like this stuffjust came from nowhere. Please. When City employees have been carrying the City on their hacks -- they haven't received raises in God knows how long, you know. The people keep getting promoted that don't have the capacity to do the jobs that they're doing constantly. How long are we going to have to continue to sit here and pretend that it's okay? I'm not going to pretend. It ain't right; it's wrong. Any every time you get up on this mike and you do something that is not right, I'm going to make sure I bring it out. Because if nobody else wants to speak up about it, I'm going to do it because it's wrong. People elect us to do the right thing. And I'm just -- so my vote, before it comes, is a no. Ain't got nothing to do with you, Commissioner Sarnoff. Support you, you got your votes. It doesn't matter. I'm voting no on principle. And until you guys get your act together -- and Johnny, until you get your team straight, it's going to always he no because now I'm looking at every single thing that comes to me, everything. Because everything that's being said to me, by the time I hear it again, it's something different. It's very frustrating at this point. Chair Suarez: Thank you, Commissioner. Is there any other Commissioner that'd like to say anything? I just want to say a couple things. I was actually not going to say anything at all. I thought I had been very clear earlier in the budget discussion as far as what, you know, my concerns were. And you know, didn't -- was concerned about what I should or shouldn't say with reference to this issue. I was just going to vote nay conscience. I agree with the Vice Chair, that this is an obligation that we, you know, need to pay, you know, that was entered into before some of us were here. 1 agree that the correct decision is to borrow the money. And you know, I think at the last Commission meeting as Commissioner Spence -Jones said, we decided to go the bond route versus the private equity route, which was a decision that I was very torn about, that I expressed a lot of concern about and in large part because of the information that was being given to me leading up to that decision. I kind of took a leap of faith and I was told at the time, you know, Commissioner, you know, things will get better. We're going to do things better. We're going to improve our situation. And 1 said at the time, you know, 1 wonder what the next crisis is going to be or when it's going to be, and I had no idea that it was going to be at the next Commission meeting. You know, I'm not saying that the information that is in the bond document is not accurate. That is not what I'm saying. What Pm saying is that -- and this has nothing to do with the process leading up to this moment. This has to do simply with, you know, what has transpired over the last 48 hours, really, which is from -- at least from my perspective, which is that -- actually, since last Wednesday when I first received the prospectus and discovered that there was a -- an item, a line item that showed a $45 million surplus, with a footnote for a 7 to $8 million adjustment to that $45 million footnote. Every single person that I spoke to from the moment that I started discussing this with the Administration, which by the way, was not until Tuesday of this week. I never got a call beforehand saying, Hey, Commissioner, you know, it's looking like we're going to have a larger surplus. Hey, things look hetter than usual. And in fact -- and I'm not going to put people on the spot as far as what they said in terms of their level of comfort with the information or when they figured it out or when -- because I think it would be embarrassing for a lot of people in the Administration. You know, suffice it for me to say that, you know, you're talking about a variance which has to be reconciled for me to make an intelligent decision and some representations that are being made in the bond documents of 400 percent -- over 400 percent of the original projection. That, for me, as much as I've tried to get my head around the numbers -- 1 was given yesterday at 5 p.ni., roughly 4:30, 5 p.m., a document which purported to explain that difference. I couldn't get any backup relating to those revenues, which are revenues that are supposedly discovered. It just -- I just haven't really had enough time to get a comfort level with those numbers. I was very -- I've been very, very clear in every City of Miami Page 11 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 single briefing that that's how I feel. You know, again, had we not had to take -- make this decision today, this might he a situation that over time would prove by and through the auditors, as Commissioner Carrillo said, you know, it would prove to he a situation where even though the budgeting process and the budget director was very, very straightforward about his -- you know, the fact that he was conservative with the numbers -- I think if we were -- you know, if this information were coming out right now and we had to close our CAFR (Comprehensive Annual Financial Report) in five months, you know, I would say, you know, I still think there were things that we could have done better. I still think that this is a big variance and I -- you know, I'ni interested to see how this all shakes out over the next few months. But I wouldn't have a sense of concern that 1 have right now. That's not where we're at. So from my perspective, 1 agree with Commissioner Spence -Jones. It's not that I don't agree with the Vice Chair. I totally support the Vice Chair in his efforts to refinance this. I just haven't gotten with the time that I've been -- and it's not the Vice Chair's fault. And it's none of the Commissioners' fault. It's exclusively the Administration's fault that we're giving information that is -- Every single person that I have encountered, every single person -- there is not one person -- obviously, we can't talk to our colleagues. But every single member of the Administration that 1 spoke to said that the minute they saw these numbers, they were in disbelief, every single one; the first minute they saw it. Now maybe upon reflection, looking at it, digesting it, but every single person. And so, for me to go from a sense of disbelief when I saw them, which I wasn't tipped off to them, I wasn't, you know, told by the Administration that they were there -- to, you know, a point where the Administration, you know, starts briefing me on there, which was Tuesday, to getting a de -- somewhat of a detailed breakdown of the numbers yesterday at 5 p.m., I just think you know, as aggressive as you can be with disclosures, I just can't get comfortable with it, you know. That's just my perspective so, you know, even -- if -- you know, I voted to do a bond last Commission meeting. I voted to do a bond in -- you know, instead of doing a private equity deal. And I expected there not to be any surprises since I voted for the bond. And what I've gotten is two things: our Finance director was fired -- or resigned, and number two, we discovered that we had $37 million that we didn't previously think we had, and those are two factors that didn't make me more comfortable with making this decision today. It made ine less comfortable. So, you know, that's where I stand. I hope all my colleagues can understand that. Commissioner Spence -Jones: And Mr. -- I'm sorry. Chair Suarez: This is, you know, in no way, shape or form a reflection of my thoughts on whether- we should and whether it's a good idea. And I agree that the interest rate's going to be a good rate. I just -- this is wholly for me a reflection on the way things have been handled, business has been handled by our Administration since our last Commission meeting and really before that, but specifically with reference to this transaction. Commissioner Carollo: Mr. Chairman. Chair Suarez: Yes. Commissioner Spence -Jones: Mr. Chairman, I'm after him. Chair Suarez: Yes. Commissioner Carollo: And that is why earlier today I stated that I wanted to speak with our CFO and Wells Fargo, and I mentioned that, you know, there is another option and, you know, maybe we should elaborate on it a little hit more. You know, discussing it with Wells Fargo, CFO, the management team, the Manager, it appeared that this was, you know, the hest position for the City to take. However, having figured that the Commission will be hesitant and seeing that the Commission is hesitant, that's why, you blow, I requested to speak to, you know, all the individuals, all the parties involved and see the one way that everybody gets more comfort is to have audited financial statements. However, once again, we're not going to have audited City of Miami Page 12 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 financial statements by January, so I don't know if Wells Fargo will be in favor of; you know, an extension of 90 days until we get our audited financial statements at the end of Matrh. And I'm hoping that we are on time and we do get our audited financial statements at the end of March, and that's something that maybe we could discuss. But, you know, that is another option, you know, that I think we need to explore then. Commissioner Spence -Jones: Mr. Chairman. Chair Suarez: Yes. Commissioner Spence -Jones: And again, this (UNINTELLIGIBLE) Commissioner Sarnoff 'cause I can read his vibes all at the end of the -- I can feel your vibes from here. By all means, I just want to he very clear from my perspective. This is not about the document. It's not about what was pulled together to make this happen. It's about everything that happened around it. And you, nut of all people -- we should all know this. It's -- you know, Commissioner -- Chairmanjust mentioned, you know -- even the last time we were here, we had our CFO and our COO (Chief Operating Officer) and the finance -- everybody standing up in front of the mike telling us how this was the best situation for the City. We had another party that was here disputing whether or not they should get it over the other person and you have your financial person, Steve Petty, standing and making all these remarks on, you know, the record saving why he felt that this was the hest thing for us to do. A week later, no Steve Petty. So like who am I supposed to depend on now to even somewhat give me -- Was the information he given -- was given to us, was that wrong? What -- And guess how I found out about that. I'm riding in my car. Who do I get a phone call from? Miami Herald asking me about our -- you know, about Steve Petty. Not my Manager calling me in advance to say, Commissioner, going to give you the heads up. I got to hear about it from the Miami Herald. I mean, guys -- I mean, I don't know what else to say that, you know -- and Commission -- and Chairman says, you know, next thing we know, he was fired. No, he wasn't fired, or you're telling me some new news because 1 was told he resigned. So did he resign or did he get fired? And then my question then from management side is, How do we make this kind of decision in the middle of a big deal that we're trying to do? What kind of message are we sending to the public every time we make these decisions? I can't talk -- I'm talking to the four of y'all 'cause I don't know if they're getting it. I mean, does this not bother y'all every time we turn around, we pick up the paper and we're reading about something happening in our city and we don't hear. from it, from the Administration first? Chair Suarez: It bothers me. Commissioner Spence -Jones: I'm -- Commissioner Gort: It bothers all of us. Commissioner Spence -Jones: Okay, so -- Commissioner Gort: So -- Commissioner Spence -Jones: -- my point is -- Chair Suarez: And they know (UNINTELLIGIBLE) expressed it to them specifically. Commissioner Spence -Jones: So my point is, you know, something has to give. It's -- Chair Suarez: Commissioner, in my briefings with the Administration, I've been extremely transparent, as I always am. IfI am going to do something up here or say something up here, it's because I've given them an opportunity to explain themselves. I've tried to bend over backwards. City of Miami Page 13 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 I think it's -- what they've done and the position they've put us in is in a very unreasonable position and an unfair position, you know, and it's something that we almost have grown accustomed to, you know. And you know -- Commissioner Spence -Jones: It's ridiculous. Chair Suarez: -- it's unfair. It's unfortunate. It's easy to blame, you know, Commissioners for things when the ultimate decision rests on us. You're recognized, Mr. Vice Chair. Commissioner Spence -Jones: So -- Tice Chair Sarnoff I want to by to -- Commissioner Spence -Jones: -- are you a public citizen now? Vice Chair Sarnoff: I'm coming to you as a citizen of the City of Miami because the decision you're going to make right now will affect their purses, their pocketbooks, and it has to be made for the right reasons. Commissioner Spence -Jones: I understand. Vice Chair Sarnoff: And I'm imploring -- 'cause 1 don't know -- I suspect the Chair stated what he felt. Commissioner Spence -Jones has stated what he felt -- she felt, apologize. And I don't know -- Commissioner Gort seems to be inclined. I don't know what Commissioner Carollo will do. But I'm imploring something to your sensibilities. The world is not perfect. The world isn't even perfectly round, if ,you really want to know the truth. The City is far from perfect and we are all far from perfect individuals. Manager is far from a perfect manager. The CFO is far from a perfect CFO. And our director of budget is a good man, but he's not a perfect man. You are, in an imperfect situation, asked to make a decision that will financially impact the citizens of Miami for years to come. All you should consider are the alternatives that you face. That's all you should consider, no one's personal aspirations, nobody's issues with one another should he concerned; merely what is in the hest interest fbr the citizens of Miami. Because if you pass this obligation on, it actually works well for me. Think about this for a moment. I'in the District 2 Commissioner and I'm the head of the Omni CRA, the chairman. So 1 don't have the obligation. Put it on the City of Miami. The obligation's not on Omni anymore. I can go out and do all sorts of projects that I'd love to do. I've said no to people for the past two years, saving money to make sure that, as I put it, Murphy comes to play -- and I've noticed Murphy comes to play a lot in the City of Miami -- that had a great deal of money. I had the Omni -- the Southeast Overtown/Park West chairman ask me for $200, 000 for the film project. My first instinct to her was to say no because 1 wanted to have the money put aside for Murphy in the event something weird happened. Our only obligation here is not to make this into a perfect city, but to make it into a better city. Your decision right now will make this either a better city or a less better city, and I chose those words carefully. You're not going to make it a perfect city. If you vote against this, it will not he a perfect city. If you vote against this, you will not he sending a message to anyone. You will not he sending a message to Johnny Martinez. You will not he sending a message to Danny. You will not be sending a message to Madam CFO. You will not be sending a message to Madam City Attorney. You'll he sending nothing, other than saddling this City with an obligation that doesn't belong in this city, an obligation part of a global agreement that was determined to fit hest in the Omni. As the Omni chairperson of that CRA, we believe that the tunnel project was so important as to cure slum and blight that the trucks --Igo past them every day. Some rf you, I don't know what your days are like. I don't know if vnu spend much time in downtown Miami. 1 know Commissioner Gort does. 1 know he sees the truck traffic. I know that's a scar put upon us. I know it was worth the Omni paying far the tunnel project. I know there's ajob benefit to that. I know this instinctively, inherently in what I'm saying. But all we're going to do today right now is make an imperfect decision. You're either going to make it better City of Miami Page 14 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 or you're going to make it worse. You're not going to be sending a message to anyone. You're not going to be sitting there saying anything to the Mayor or anything to the Manager, anything to Madam City Attorney. You're merely going to vote what is in the hest interest of the citizens n_ f Miami. And I suggest to you there is only one answer. In the best interest of the City of Miami, citizens across the hoard -- District 1, District 2, District 3, District 4, and District 5 -- is to take this obligation off the City of Miami and place it where it was intended to be the whole time, on Omni. It is in the best interest of the firefighters. It is in the hest interest of the police department. It is in the hest interest of everyone concerned that works in the City of Miami that this obligation fits squarely on Omni. Anything you do other than that, anything you do other than that is not simply in the best interest of the citizens of Miami. Thank you, Mr. Chair. Commissioner Spence -Jones: Mr. Chairman. Chair Suarez: Yes. Thank you, Citizen Sarnoff: Commissioner Spence -Jones: Thank you, Citizen Sarnoff I'm not going to go down there to speak. I guess you guys will get the point. I started off my comments -- I'm going to wait 'til he gets hack on the dais. I don't want him to miss nothing. Commissioner Sarnoff and my fellow colleagues, I started out this communication saving this is not about -- I was very clear -- it's not about what we must do from the standpoint of this bond and what has to happen for the Omni regarding the port tunnel, you know. I'm not questioning the documents. I'm not questioning any of that. The only time that we have the opportunity to communicate our viewpoints, our concerns, our issues as a group is in this forum. I can't talk to you any other time. I can't, you know -- because of the sunshine, the only opportunity I'm able to even express to you or anybody sitting up here that I got a concern about something like this is during these meetings. It may not be a comfortable situation because I know that there's been a lot of work that's put -- that's gone into making this happen. But if don't communicate what I feel about it now, then when am I going to have the opportunity to do it? 1 can have my one-on-one discussions with the Manager and station these issues. You will never know it 'cause, quite frankly, we can only talk about it when we come here. I don't think us having a discussion about this, whether or not it be good or bad or whether or not we're comfortable with it or not comfortable with it, is a had thing. I think it's an important thing for us to do because we can't keep making the same mistakes over and over again. This is not saying that Danny or the Manager or the CFO have to he perfect, no. But if we don't at least communicate to them. from a group perspective -- 'cause we have our individual meetings with them -- they need to hear from us that we are concerned with what's coining back from the Administration, whether or not it he about the bond issue or it's about building a park in the neighborhoods. This is the only time we have an opportunity to talk about it as a group. Doesn't mean that we're going against you. Doesn't meant that you're not going to get the support to get your item passed. I said in my, you know, deliberations, me talking period, hey, you got your votes already, just know where 1 am. with it. 1t has nothing to do with you and why we need to do it. I'm just tired of them telling me stuff and I'm having to question what they're doing. And quite frankly, I'm just very uncomfortable with doing that. So, I just don't want you to take it in the wrong way like, you know, myself or any of the other Commissioners because we're bringing it up as an issue, you know. We should be concerned that $45 million or 35 or 29 now is the last number I got now -- you know, drops out o f the sky. We should he concerned about that's the case, you know. So part of this thing that we have called the dais is our opportunity to debate an issue, to talk about an issue because we have no other place to do it. So I just want to he clear on that. I don't need to go to the podium and say it from the audience. I'm saying it to you as my colleague sitting on the dais. It's not about you. Better yet, it's not about you. It's not about any of that, you know. I just want you to acknowledge that, clearly, what we're getting hack from the Administration, you knew, a lot of times it's not what it is. The last discussion 1 had with them -- 'cause I've been out of town -- was, you know, when I got my briefing on this issue, Wells Fargo wanted $4 million. J in like, what? How do they want $4 million -- I'm just telling you, in my last briefing -- when they were complaining about the other group saying they wanted 4 million. Now they want to come hack after we done voted on City of Miami Page 15 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 the item and they want $4 million too? Of course, thank God for my City Attorney, they shot it down and said we're not going to do that, but they had the gall -- and I wanted to use another word -- the audacity to come hack after we sat here -- all of us, all five of us, arguing and debating and talking about Wells Fargo and whether or not they were going to turn around and do a switcheroo. And then, not even a week later, they try to pull a, fast one on our City Attorney to say we need $4 million. Huh? Thank God she said, Are you crazy? We're not doing it. But they asked the question. They were trying to do it. Did you know -- do we know that they were trying --? Or at least that's what happened in nay briefing. Vice Chair Sarnoff: 1 never got briefed on that so. Commissioner Spence -Jones: Okay, did you get briefed? Commissioner Gort? And I'm sure he told them to -- Commissioner Gort: And it was up to us to make a decision, yes or no. Commissioner Spence -Jones: It was up to us to make -- but my point is, we're sitting here debating back and forth with the other group that felt like they should have won it, and really, what it all boiled down to was $4 million. Then they turn around and Wells Fargo says in my briefing that, you know, to do the deal, they need the $4 million. What? You mean to tell me you sat with us for two hours going hack and firth arguing with the other group about $4 million and then you get your item passed and we're moving in your direction and now you're saying you need the $4 million to make the deal work? Come on, now. I mean, what are we supposed to do? I'm not going to be a talking head just sitting up here saying yes, I'm agreeing with something and I feel like they're trying -- you know, there's some stuff in here that's not right. You know, so I don't want to keep talking this thing over and over again. I mean, Mr. Chairman, if you're prepared -- I just want my fellow colleague down there -- you know, I support you on what you want to get done. 1f there's something you want to get done, a dog park or whatever, I'm supporting it in the Omni. No question, 'cause I think what you're trying to do in the area is good. But if there's something that you don't feel like is right, you're going to say what? Okay, Commissioner, I support you, but this needs to change on it. That's just having respect fbr each other that sits up there, you know, so -- sits up here. So I'm sorry. I'm just -- maybe I'm just -- maybe too much estrogen today hut -- Chair Suarez: No, look, I -- you know, I feel that this Commission has been the backstop for - what I feel has been particularly recently a dysfunctional Administration. That's just my personal perspective. I think the greatest tragedy is that it seems like that dysfunction is dividing us -- Commissioner Spence -Jones: Yes. Chair Suarez: -- as Commissioners, who have always been united. In fact, I voted in favor of going in this route five nothing, and we voted five nothing. And one of the things I said was I think we should do this to he united. And I do have an aspiration that I have to confess. You know, my aspiration today is to make the right decision, you know. Andl think, you know, we've been confronted with information that, in a very short period of time, puts into doubt some information that we're putting out there to the public. For me, I've been very clear about it in my briefings, very straightforward. I have not hidden the hall. I have been upset. I have been -- I've challenged, you know. And there's no doubt in my mind -- there is zero doubt that financing this transaction -- doing a finance transaction, whatever -- in whatever context it takes is the right decision. There is zero doubt, zero doubt that it the hest decision for the residents of the City of Miami, not even a shred of doubt. But we have to do it right. And that's where I think, through no fault of our own, through no fault of this Commission, we find ourselves in a situation where we are again the backstop for trying to fix, you know -- And, you know, Commissioner kind of, you know -- it's -- we don't live in a perfect world. Of course we don't live in a perfect world. City of Miami Page 16 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Of course we don't live in a perfect world. Of course we don't -- of course we're not perfect, beginning with myself, you know. It's not about being perfect. It's about -- you know, if somebody were to say -- and everyone admits it. Everyone admitted it in the briefings. If somebody would have said, listen, our number, instead of being 45 million less the 7, was 3.7 million, a factor of 10; you know, we went down from 8.5 million to 3.7 million, we would have said, you know what, we're off -- we were imperfect -- you know, to the tune of 50 percent, and that's still a big number, but you know, it's reasonable and we're trying to be conservative. And I think -- you know, the issue here for me is not only that we're so off but we're so off in a way that it overly -- could be perceived as overly optimistic. Again, I don't know if the numbers are accurate, and I'm not making a representation to that effect because 1 haven't had enough time to really delve into the discrepancy. So, you know, I'm very, very moved -- I really am. I mean this with all sincerity. I'm very, very moved by your, you know, plea as a citizen. I am. And, you know, I think it goes without being said that, you know, we, as a Commissioner [sic], always stood together through very, very, very difficult decisions, extremely difficult decisions, decisions that are much greater in financial magnitude than this one. It was funny 'cause in one of the briefings -- 1 forget. 1 think it may have been the representative from Wells Fargo, one of the bond underwriter -- one of the bond counsel said, you know, we've done deals ten times this size that are less complicated than this, you know. So I think the reason why we're here and why we're so torn is because of the environment that we find ourselves in, you know. And it's not a simple decision. If it were a simple decision, we would have voted on it. It would have been five nothing. We would have left here -- maybe we would have deferred our discussion items. Maybe we would have talked about them, you know. If the Commissioner is struggling with it, I'm struggling with it -- we're divided and we should not be divided against ourselves, in particular, you know. I don't really -- I mean, I'm -- I've been pretty clear about how I feel about it. I don't know; maybe there are other options. Maybe the option is just to get some more concrete information and go from there. I don't know. I mean, you're right, Commissioner; we don't have a chance to talk to each other about it. We don't -- we can't -- you know, one of the things that I mentioned to the Manager yesterday was the possibility of doing a special meeting so we had more time to digest this information, to scrutinize the information, and you know, to hit -- you know, we talked about it. He was very open-minded about it, and you know, I think, you know, he decided that it probably wasn't best, you know. And I think we got a lot out in the budget discussion, and I was hoping that we would come back. We got most of our concerns out. We would just vote our conscience and just move on, you know, hut clearly, that's not the mute that we've chosen and, you know, 1 don't know. Commissioner Carollo: Mr. Chairman. Chair Suarez: Yeah. Commissioner Carollo: Thank you. Again, I was hoping we wouldn't be placed in this situation back in August when I mentioned it 'cause it seems like now this is a last-minute decision. And I just want to ask my colleagues what happens if we vote this down? Will we put the City of Miami in a worse financial position? Because one thing is making a point. But as our point, we vote this down and, ultimately, what then? And are we going to put the City of Miami in a worse financial position? Now, you're talking to the person that also gave another option and have looked for other options, but you know, that -- that's not that easy either, you know. 1 think that needs to he discussed much further if we do take that option. So I just don't come here and bring problems with no solutions. But realistically, if we vote this down, are we going to put the City of Miami in a worse financial position? And I think that's the question that we need to discuss. Commissioner Spence -Jones: And Commissioner Carollo, I mean, honestly, until I heard about the $45 million floating around the tooth fairy that came and delivered it, I -- if I -- before now, I would probably say yes, we're definitely doing that. Commissioner Carollo: Right. City of Miami Page 17 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Commissioner Spence -Jones: But now I got this magical number out there somewhere. I don't know if we are, you know, so -- but that's neither here nor there. I think the higgest issue for us is timing, and I think that's what Commissioner Sarnoff is really trying to push now, and that is the fact that we don't have the time. Is that what you're saying, Commissioner Sarnoff? Vice Chair Sarnoff: For whatever reason you wish to all determine how we got here, if you want to say it was on Danny's wings or you want to say it was on Danny's backs [sicJ, we are where we are. Commissioner Spence -Jones: Right. Vice Chair Sarnoff: And I don't mean that disrespectfully to you, Danny. Commissioner Spence -Jones: I'm not bringing Danny into the motion -- into the picture. Tice Chair Sarnoff • Yeah. We no longer have time. Commissioner Spence -Jones: Time. So, I mean, that's what it all boils down to. At the end of the day, it's not Danny, it's not the Manager, it's not any of that. But I still had to put that on the record so they don't keep doing the same thing over and over again. They need to understand that whatever they tell us is what it is. And if it changes from the last time we meet to the time we get here, we need to know it. That's the point. So the question becomes -- and I just want to he clear on timing on this issue. So are you saying to us that we have to have all of this done by what date, January --? M. Larned: The loan is due in full January 5. You've not asked for my recommendation, and I certainly understand why you haven't. On the other hand, 1 think it's wise and in the best interest of the City for y'all to take up this matter today. I think the business paints have been made. I think it is a separate issue with respect to communication. I think that's been heard loud and clear and it's being respected. But I think Commissioner Sarnoff in the CRA have done -- the Omni CRA. Let me make that very clear for the record -- have done an enormous amount of work, and I helieve that they have stepped to the plate with respect to accepting this obligation. And irrespective that whatever other issues you have, which I -- again, as I said, I've respected, 1 recommend you move, forward today. It's up or down today. Commissioner Spence -Jones: Okay. But, Janice, can I get a straight answer? That wasn't really a straight answer. I'm asking the question as of when is the deadline for --? Ms. Larned: Today. Commissioner Spence -Jones: Today is the deadline? Ms. Larned: I am saying -- Commissioner Spence -Jones: Mr. Manager. Johnny Martinez (City Manager): We're closing -- we want to close December 13. Commissioner Spence -Jones: Thank you. Commissioner Gort: That's it. Mr. Martinez: Thank you. City of Miami Page 18 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Commissioner Spence -Jones: So December 13 you need to be closed. And if you don't close on December 13 -- Mr. Martinez: Then we can't make our obligation on January 3. Commissioner Spence -Jones: And that's where the issue is. Mr. Martinez: Exactly. Commissioner Spence -Jones: (UNINTELLIGIBLE) so we're clear. So Commissioner Carollo's comment about asking Well [sic] Fargo -- 'cause it's really their date that they're giving us, right, Madam City Attorney? Ms. Bru: It's the date that the loan is due. Commissioner Spence -Jones: Right. So Commissioner Sarnoff -- not Commission -- Commissioner Carollo's comment around having a conversation with them and asking for an additional 90 days is not an option? Commissioner Carollo: Mr. Chairman. Commissioner Spence -Jones: No. I'm -- Commissioner Carollo: Well -- Commissioner Spence -Jones: -- trying to -- let me ask the Administration. I want them to answer it and not add to it, 'cause I need to hear from them an this. Are you saying that you have -- Is Wells Fargo here? They got to be here. I can't believe they're not in here with all this going on. Is Wells Fargo in here? I know you guys have been enjoying this conversation, huh? John Generalli: Good afternoon. For the record, my name is John Generalli. I work fin- Wells Fargo. I'm in the security's company. I work fbr Wells Fargo Bank, NA, however. I'm not responsible for lending decisions the hank makes. Commissioner Spence -Jones: Okay. Mr. Generalli: Just with that qualifier, yes. Commissioner Spence -Jones: So I guess the question would he -- Did you hear the question? Mr. Generalli: No, I'm sorry. Could you repeat it? Commissioner Spence -Jones: Okay. So the question was -- Commissioner Carollo made a comment or a statement regarding the time frame in talking to Wells Fargo to get the 90-day extension. Is that an option? Ms. Larned: As John's indicated, he's on the public finance -- Commissioner Gort: Different division. Ms. Larned: -- side. We did -- Commissioner Spence -Jones: That's fine. Ms. Larned: -- have that -- City of Miami Page 19 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Commissioner Spence -Jones: Okay, that -- if they doesn't know it, but -- Mr. Generalli: Yeah, 1 can't answer that question. Commissioner Gort: Different division. Commissioner Spence -Jones: That's fine. So -- Ms. Lamed: 1 have had a communication with Wells Fargo today, and I asked their credit side of the house. They could not give me an answer today, particularly by the time that this item was being heard. That is why I'm saying today I would recommend that you make your decision up or down. Then, if we have to go back and do the short-term one-year flip is what we would have as our plan B. Commissioner Spence -Jones: And Commissioner Sarnoff, just so I'm clear, so the reason -- because you're such a charming guy, and I'm sure you done had a million and one conversations Vice Chair Sarnoff: I've never been accused of that before. Commissioner Spence -Jones: -- with Wells Fargo's people. Did you ask them or -- when you had a conversation with them, were they just very clear they were not going to go beyond that point or you just want to not have this thing hanging over your head -- hanging over the head of the City? Vice Chair Sarnoff: The hest way to answer your question is the ramifications of.the City of Miami going in default on a loan; we have never defaulted on anything, and you will then be sitting as a Commissioner on the first time you've allowed the City at -Miami to default. The ramifications of which, if we are not rated a "F" credit rating, we will he. Commissioner Spence -Jones: Will be now. So you're -- so -- Vice Chair Sarnoff: And by the way, 1 believe that will even affect the Southeast/Overtown Park West. I think it will have huge implications, far the City of Miami if we -- we have never defaulted on an obligation. Commissioner Spence -Jones: Right. I guess -- I'm only -- there's only one finance person we have sitting up here on -- and that -- the one person that made the comment was the finance person, so it was his comment that I'm only building on and that was -- you just -- Commissioner Carollo, you made a statement about, you know, the possibilities of asking them for a 90-day or some sort of extension. Is there any conversations you had with them to get to that point that you would make that recommendation? Commissioner Carollo: Well, I'm just -- I just tried to answer the question that l posed to everyone. What's going to happen if we vote this down? So I'm just looking at every avenue possible. And that's why earlier today I mentioned that I wanted to speak to our CFO, Wells Fargo, and everyone else that I've mentioned. With that said, it is in the best interest of the City of Miami that we vote for this today. Commissioner Spence -Jones: Okay. So we just take a vote. Ms. Bru: Okay. Chair Suarez: Yes, Madam Attorney. You're recognized. City of Miami Page 20 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Ms. Bru: Just before you vote, please, I need to just put something on the record, procedurally, two things. You know, first of all, I know there's heen a lot of talk here about this is an obligation of the CRA, and indeed, we have an interlocal agreement wherein the CRA has contractually committed to make payments to the City over the term of whatever- loan we take out, which will be sufficient to make the payment. However, the instrument that you're approving here today is not an obligation of the CRA, and anybody who purchases bonds cannot compel the City to use CRA funds to repay the debt. Ijust wanted to make sure the record was clear on that aspect, okay. And number two, for the Clerk, there is a substitution, which was distributed to everyone. November 13, which is part of an exhibit that will replace the one that was previously published. Thank you. Chair Suarez: Thank you. Is there any further discussion from the Commission? Commissioner Spence -Jones: I don't Pete -- it looks like Peter's making a -- Commissioner Carollo: One last thing, Mr. Chairman. Chair Suarez: Yes. Commissioner Carollo: And then the other concern that you raised was as far as trusting the numbers or I'm not sure exactly the words you said. And 1 said the only way we can get more comfortable with the numbers would he external auditor auditing the numbers and that's where I continue, you know, with the statement if we wait an additional 90 days or so, by then we should have our audited financial statements issued. So, you know, that's all I have. Chair Suarez: I think you were saying that they're due by the end of -March., right, by March 31? Commissioner Carollo: Our audited -- our issued audited financial statements are due by March 31. Chair Suarez: Right. Commissioner Carollo: So therefore -- Chair Suarez: If we run out of time -- Commissioner Carollo: If we do an additional 90 days, more or less -- Chair Suarez: Right. Commissioner Carollo: -- our audited financial statements will be issued or should be issued, and therefore, we could have, you know, testing and have external auditors stating whether our numbers are fairly stated or not. Commissioner Spence -Jones: Mr. Chairman -- Chair Suarez: Yes. Commissioner Spence -Jones: -- can we -- do you mind if we take like a ten-minute recess and come hack and take a vote? Chair Suarez: No, I don't mind. It's -- why don't we take a 30-minute recess? It's 4:30. Why don't we take a recess till 5 p.m.? Thank you. City of Miami Page 21 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Commissioner Spence -Jones: And Madam City Attorney, can you just --? Commissioner Carollo: Till 5? Chair Suarez: Yeah. [Later...] Chair Suarez: Any further comments from the Commissioners? Yes, Commissioner Gort, then Commissioner Spence -Jones. Commissioner Gort: The one thing I would like to know -- I understand the frustration that we're all going through today. We're not very happy. News that we should have been very happy about it, we're not happy about it because the way we were informed. And this is something that has happened in the past and I think we have gone to the Administration and I think it's been very important, the Administration, like you mentioned, Commissioner Spence -Jones, they listen and they hear from us what we want to do. Now let me tell you, I think this is an item where we been discussing about the budget and the Administration. I think this is something that ii'e need to bring back. Part of my discussion items today, I got couple of things. They're going to address a lot of these problems that we have today. But what I'm asking is make your decision based what's hest for the City of Miami. I know you have sent a message. I think we all feel the same way, and I think there's a lot of work to be done, but the decision we make today is very important far the financial future of the City of Miami and for next generations to come. Chair Suarez: Commissioner. Commissioner Spence -Jones: First of all, I think had a pretty good briefing. Madam City Attorney, the CFO, and the -- our financial team -- Where are they? Commissioner Gort: They quit. Commissioner Spence -Jones: Jolinda and the crew. Commissioner Carollo: Burned them out. Commissioner Gort: They resigned. Commissioner Spence -Jones: Where's Jolinda? Did they leave? Is Jolinda here? Where are they? Commissioner Gort: (UNINTELLIGIBLE) out there. Commissioner Spence -Jones: That's not a good sign. So I got a clear -- I have a clearer understanding, which was very helpful. I just -- and Janice, thank you for breaking it down. I guess the only question that would have -- I know that we're dealing with the -- a -- Jolinda -- we're dealing with an issue of -- like you said, Commissioner Sarnoff, the timing is the biggest issue. And I want to just make sure I officially put this on the record that my questions and concerns were about how things were being handled from the Administration side, not necessarily questioning, you know, the issue of the numbers. So I want to he -- I'm assuming that we've hired people and our -- like I said, our legal team has gone through these documents and have at least put us in a cnmfortahle situation to, you know, address this issue. My issue was really about, you know, how it's been handled by the Administration, so 1 want to be very clear on this issue. My question, however, in there -- and this is -- and I'm going to ask Commissioner Sarno' to walk with me through this because they kind of somewhat explained to me the issue of the audited statements and -- you know, that -- you know, quite often city governments or county City of Miami Page 22 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 governments, you know, go through this whole bond issuance without audited statements, you know, many times, so it's not like an unusual practice and that those folks that are investing still have the opportunity -- or the City still has the opportunity to come hack and give them updated information, correct? Jolinda Herring: Correct. Commissioner Spence -Jones: All right, so that kind of helped me deal with Commissioner Carnlln's question around how are we making a decision and not having audited statements. Sn what 1 was told was that this is not an unusual practice. The other part of this -- and this is what we kind of talked about on the way coming back in, was I think where we're all un -- well, some of us are uncomfortable with is how we got to this 35 or 45 or 29 million amount -- dollar amount and what kind of time do we have to at least make sure the Commissioners that have a question around getting -- us getting to that number, Danny and CFO, for us to be comfortable with the information since he didn't get his until Tuesday. Quite frankly, I didn't get mine until I til Kat called me on the phone on the way getting on the plane last night at 8:30, from that perspective. It doesn't mean that you didn't have a conversation with somebody else in my office, but I didn't physically get it, okay, so I didn't have the time to really digest it and understand it and how Danny got there. So my question, in closing with them as I left out of the room, in order for us all to feel -- not all, but the majority of us to feel comfortable, which is what Commissioner Carolla was kind of alluding to and what Commissioner -- Chairman Suarez was alluding to, was do we have at least a window to allow fir us to understand, truly understand that 45, 35, 29 million, whatever that number is, do we have time to address that issue so that we at least become comfortable with that before we make a decision on this issue? And it was communicated to me that we do, but we would have to do it in a very short period of time, which means we would have to do it as a special -- what is it? Continue this meeting and have a special meeting on -- I think our financial advisor -- I'm sorry, I keep for -- what is your name again? Ms. Herring: Albert Del Castillo. He's your bond counsel. Commissioner Spence -Jones: Okay. Albert Del Castillo: 14n your bond counsel. Commissioner Spence -Jones: Okay, I'm sorry. And it was -- the conversation that him and had was he -- and you were really -- you really helped me kind of lay it out, okay, so -- Mr. Del Castillo: Thank you, Commissioner. Commissioner Spence -Jones: And your discussion with me was, Commissioner, if that is the issue, let's not make the issue about how displeased you are with City staff, let's make the issue about what's really important to the City, which is -- Mr. Del Castillo: Right. Commissioner Spence -Jones: -- the bond issue; right? Mr. Del Castillo: Right. Commissioner Spence -Jones: And then your comment to me in closing was, if you need more time to deal with that, we have a window to do that. We would just have to do it by Tuesday. Mr. Del Castillo: Well, with the caveat that we have to check with the underwriter to make sure that they agree that if take the week, 10 days, I don't know how long it would he, if that's City of Miami Page 23 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 your preference, they would still have to feel comfortable that there's still time for them to then go to the market with the offering document and do what they need to do. Commissioner Spence -Jones: Okay. Mr. Del Castillo: So the gentleman is here and we can ask him -- Commissioner Spence -Jones: Okay. Mr. Del Castillo: -- that question to see if that's your desire. Commissioner Spence -Jones: And this is what I'm saying. I just want -- see, what drives me a little nutty or batty is like we were like literally five seconds away from my office walking out and we had this discussion that as long as it happened that last week in November, okay, before we go into December in order to make the Commissioners feel comfortable aboutDanny's or whatever those numbers are that we have questions on -- Mr. Del Castillo: Okay. Commissioner Spence -Jones: -- you know, to give us the time because it's Thanksgiving weekend and some folks may not he available next week, that we would have up until -- you would -- suggested Tuesday and not Monday just in case we needed the extra time, and to have -- Mr. Del Castillo: Right. Commissioner Spence -Jones: -- the special meeting on that Tuesday to then address the overall issue, and that you did not see that time frame being an issue as long as you had this all done by the second week of December. Mr. Del Castillo: Right. That's exactly right, but I'm your bond lawyer. Commissioner Spence -Jones: (UNINTELLIGIBLE) just to be clear. (UNINTELLIGIBLE). Mr. Del Castillo: No, you're right. But I'm your bond counsel. I'm not the investment banker that takes these -- Commissioner Gort Right. Mr. Del Castillo: -- to market. So all I'm saying is, let's just ask Mr. John Generalli here from Wells Fargo an the record that that time frame would work for him because maybe I'm missing something that they have to do on their- part that I haven't thought of. Commissioner Spence -Jones: Okay, I got you, and thank you. Mr. Del Castillo: But what you have outlined is exactly what we talked about. Commissioner Spence -Jones: Okay. Mr. Del Castillo: All right. Commissioner Spence -Jones: So in other words, what you're saying, give us to -- 'til -- we'll have -- call a special meeting on Tuesday and if the -- nay fellow Commissioners are okay with that, we call the special meeting on Tuesday. Vice Chair Sarnoff: I don't think I'm available. City of Miami Page 24 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Commissioner Spence -Jones: You're not around? Vice Chair Sarnoff: No. Mr. Generalli: To clari', we're talking about this coining Tuesday or the week from Tuesday, Albert? Commissioner Gort: It would have to he this coming Tuesday if that's decided. Commissioner Spence -Jones: But that's -- Commissioner Carollo: Before Thanksgiving. Commissioner Gort: But -- Commissioner Spence -Jones: You -- see, that's what I'm saying. I just want to he clear 'cause I asked the question. Mr. Generalli: What we had discussed was the possibility of November -- I'ni sorry, John Generalli from Wells Fargo -- 27, which would he the Tuesday -- Commissioner Spence -Jones: That's what you communicated. Mr. Generalli: Right. Commissioner Spence -Jones: Right. And you said -- I was understanding that that would not -- that's not going to kill us with time with you guys. Mr. Generalli: Right, we could -- the 27th would work. We could still accomplish it. It's not perfect, but that's -- Commissioner Spence -Jones: Can I just say this? And I'm just speaking really to my fellow colleagues on this issue. If we have folks sitting up here on the dais that are uncomfortable, 1 mean, our job is to make sure that we're comfortable with the decision we're making. So if that is the issue and it's not a problem with them, why would it he a problem with us? Commissioner Gort: I have a question. What is it that we going to discuss? What is it? Commissioner Spence -Jones: Okay, 1 think -- Commissioner Gort: 'Cause my understanding is this -- How is it going to affect the bond issue itself? Commissioner Spence -Jones: What the bond counsel suggested -- 'cause this is really -- I mean, just in our meeting -- it wasn't my discussion. It wasn't my suggestion. Commissioner Gort: No, I understand, but I want to know what are we going to discuss. Commissioner Spence -Jones: Right. Mr. Del Castillo: Commissioner, your financing team has questioned these numbers with the CFO, Budget director, City Manager to the point that we're comfortable with them in terms of what has been represented to us -- City of Miami Page 25 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Commissioner Gort Right. Mr. Del Castillo: -- but we have had almost two weeks to do that. Commissioner Gort: Right. Mr. Del Castillo: We understand that you and some of your colleagues may have only had a couple of days to get comfortable with this significant development, which, by the way, I think what's getting lost in all of this, it's a very positive development, the fact that there's such a large ending fund balance. However, the way that it has come about maybe is what leaves you with some questions in your mind. So if you need another couple of days, another week, and then you get comfortable with the number -- because your working group is not questioning the number. We're comfortable with the number. But you may need more time and if the under -- investment banker is saying that they can give you that time and still market this issue in time to close by the second week in December -- Commissioner Gort: I just want to make sure that the underwriters are on hoard and we do have that time to do so and our people -- our fellow Commissioners feel comfortable with the numbers they get and the information they get. I don't have any problem, but we need to get this done. Commissioner Spence -Jones: And I just want to say this, Commissioner Gort. It wasn't my suggestion -- Chair Suarez: Right. Commissioner Spence -Jones: -- 'cause I went in there really wanting to figure out how we could work through it to make it happen. And in the end -- you know, and I appreciate your honesty, I mean, both of you guys. I mean, just being -- saying, Hey, Commissioner, ifyou're concerned about it, let's make sure that you and some of the other colleagues on the dais that have issues or concerns about it get the information so whatever decision you're making is basically a decision based on fact, okay. Right now, honestly, I mean, I would have to vote, you know, what -- Commissioner Gort: But what I want to make sure is we know what the questions are going to be so they can be answered -- Commissioner Spence -Jones: Well, I'm clear -- Commissioner Gort: -- okay. Commissioner Spence -Jones: -- oh, I'm very clear what the -- Chair Suarez: I'm clear on the questions too. Commissioner Spence -Jones: -- questions are going to he. Chair Suarez: And 1 was kind of grasping fbr something as well when -- before in the discussion, and I was kind of -- I was actually pleased with Commissioner Carollo's attempt to try to find a way, you know, to get us to a point where we all could feel comfortable. I mean, I think, again -- Commissioner Spence -Jones: We should all he voting yes on this. Chair Suarez: Absolutely 'cause 1 don't think any of us disagree on the fundamental question. The fundamental question is whether we should refinance it, whether we have a revenue pledge to refinance it, and that's an easy answer. I think if our number in our prospectus would have come in at 10 or at 6, we would he home already. We would have done our discussion items. We City of Miami Page 26 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 would have voted five nothing. We would he home. I think it's the way this information came out and the variance from the information that we were being given causes us to pause. And I think if it's going to give the Commissioner an opportunity to get comfortahle, if it's going to give me an opportunity to get comfortable -- listen, 1 said this to the Manager in one of our briefings. Mr. Manager, I will give you whatever I can give you in terms of time and energy to try to digest the numbers so I can feel as comfortable as possible, you know, by the time we have to vote on it, but you know, there really -- I tried the hest that could, you know. I think that amount of time, Jim me personally, would give me multiple opportunities to look at the background on those numbers and would make -- obviously, it's not going to he an audited number, as I think the Commissioner would prefer. 1 would prefer it to be an audited number as well because of the discrepancy. But that may not be realistic given our other limitations, our deadlines, our - January 5 deadline, et cetera, and you know, the ramifications of not being ready for that deadline. So for me personally, it would make me feel a lot more comfortable ifI could have more time with Danny and with Janice to look through that information which Danny gave to me yesterday at 5 p.m., no fault of -- you know, Danny, from the moment he saw that information, just like myself and like everybody else who I've spoken to, they were surprised, to put it mildly. Every single person -- there's not one person that's here in this chamber that hasn't told me that they were surprised when they saw it, not one person, at least the ones that I can talk to. Commissioner Spence -Jones: Not only that, I mean, when your financial -- Chair Suarez: The other ones (UNINTELLIGIBLE). Commissioner Spence -Jones: -- and not saying anything to put you guys on the spot, but even when they say -- Chair Suarez: Right, so - Commissioner Spence -Jones: -- to you, like, yeah -- Chair Suarez: -- to take -- Commissioner Spence -Jones: -- we were surprised too. Chair Suarez: -- extra time, which is something I had suggested to the Manager yesterday, for us to he comfortable rather than either, A, voting it down, potentially -- Commissioner Gort: I agree. When can we all get together? Chair Suarez: No, it's not about we all getting together. They have to get together with us individually. There's -- Commissioner Gorr And I understand. Commissioner Spence -Jones: But when can we do (UNINTELLIGIBLE) -- Commissioner Gorr: But when are we going to have the meeting -- Commissioner Spence -Jones: -- sunshine meeting (UNINTELLIGIBLE)? Commissioner Gort: -- where everybody's going to he possible? Chair Suarez: Oh, you're saying a weekfrom this upcoming Tuesday, correct? And all we have to do is recess this meeting until a week from this coining Tuesday and we can have a meeting at 9 in the morning. City of Miami Page 27 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Commissioner Gort: Let's make sure everyone can be here. Vice Chair Sarnoff: When is this? Commissioner Spence -Jones: We were saying the 27th 'cause Thanksgiving is next week. That's that Tuesday after Thanksgiving. Vice Chair Sarnoff: Wait, the 27th? Commissioner Spence -Jones: We're just doing a sunshine meeting just to deal with this one issue. Chair Suarez: No, it's just a recess of this meeting -- Commissioner Spence -Jones: Yeah. Chair Suarez: -- until the 27th. Dwight S. Danie (City Clerk): Right. Commissioner Spence -Jones: Want to do it Monday? Commissioner Gort: In the meantime, you guys can continue to work on the numbers and so on and putting the structure together and so on so we can save more time so once it gets approved then -- Vice Chair Sarnoff: Well, let ine ask a question 'cause -- I want to phrase this right because -- are you better suited to go to market knowing what we would say on November 20 or on November 27? Mr. Del Castillo: Well, we wouldn't he going to market on either of those dates, Commissioner. Vice Chair Sarnoff: No, I get that. But is there an -- is there something you would achieve, is there something the citizens, a benefit the City of Miami would get if you got the answer from this Commission on November 20 versus November 27? Chair Suarez: Absolutely. I can answer that question. Mr. Generalli: Yeah. I -- Commissioner Gort: Doesn't make any difference. Mr. Del Castillo: I don't think so. I don't think -- I think that -- Commissioner Gort: It doesn't make any difference. Mr. Del Castillo: -- what we're trying to achieve, Commissioner, is that each and every one of you up there has the requisite level of comfort -- Chair Suarez: Of course. Mr. Del Castillo: -- with the number to be able to vote yes. Commissioner Gort That doesn't make any difference. City of Miami Page 28 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Vice Chair Sarnoff: But that wasn't -- Chair Suarez: 1 think it makes a huge difference. Let me -- can I ask a question? 'Cause 1 think it does make a difference and bond -- you know, the underwriter's here. I think it does make -- well, first of all, if it gets voted down, we're in a whole 'nother scenario, but let's assume that it doesn't. Let's assume it happens 3-2, okay, or 4-1. I think it's in the -- I think it's in our best interest if we can reconcile the information to a point where we allied comfortable to vote on it unanimously. I think that sends a message to the investment community that we feel confident about the information to the extent that we can given the time and the circumstances that we have before us. Commissioner Spence -Jones: And it also shows, Commissioner Sarnoff; that we wanted to go the extra mile to make sure -- because, quite frankly, people woke up this morning -- I can show you my -- saying like what are you guys doing over there. Tice Chair Sarnoff • I've reconciled myself to the, fact that you guys want to have a second meeting. I'm just, in my own mind, going to have to cancel two days. And my question to them is, ifI have to cancel next Tuesday or the following Tuesday, I want a benefit to you. So tell me what benefits you better. Mr. Generalli: Yeah, it doesn't -- from our vantage point, it doesn't matter, whether it's the 20th or the 27th. Commissioner Spence -Jones: And we're saving the 27th 'cause next week is Thanksgiving and I Commissioner Carollo: And Mr. Chairman. Chair Suarez: Yes. Commissioner Carollo: Is it possible for it to be the 29th? Commissioner Spence -Jones: What day is the 29th? Commissioner Carollo: Thursday. Mr. Generalli: Now we're pushing it even -- Commissioner Gort: Too much. Mr. Generalli: I think what we're trying to do is -- what this -- not to go into the financing schedule in too great a detail, but what we're really doing is we're -- with the approval -- with the Commission's approval, we will, on the subsequent day, print an offering document, an offering memorandum, which will then he circulated to investors. They need a period of time to absorb that information and then caucus and talk with us as well about their perceptions of that transaction, then ultimately well bring this to a pricing date. The pricing date currently is scheduled for the week of December 3, with a close on December 13. What we're doing right now is talking about moving that hack a week, so we'd price the bonds the week of December 10 and we would close it that following week. Commissioner Spence -Jones: So can we do it Monday? Is Monday the --? I'm fine with Monday. Ion going to make the time out to get with Danny then. If I don't do it tomorrow, definitely on Monday of next week. City of Miami Page 29 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Chair Suarez: Monday, the 26th? Commissioner Spence -Jones: Yeah. Is that better for you, Commissioner --? Commissioner Carollo: No. What I'm actually looking at is that I'll probably be out of town and I'm trying to gauge, more or less, when I'm coining back. And I don't know if I'll he back by the 27th or not. I definitely -- Commissioner Spence -Jones: Yeah, I'm actually going out of town as well, hut I will come hack 'cause I want to make sure we get it -- I actually leave to go out of town on Wednesday morning, and I was scheduled to come back on Tuesday, but I'll come back on Monday if we got to take care of this. Chair Suarez: I think -- everyone's agreed that the Tuesday date is an okay date. That's the latest possible date that would make it okay. We've agreed to that? Mr. General!". We can -- the further we push it -- what we're trying to avoid doing is two things. We want to avoid trying to price this in the second half of the month of December. That becomes highly problematic as investors will close their books for the year. And the second thing is, we want to give them adequate time to review the offering materials and ask us questions. Vice Chair Sarnoff: See, and having been privy to those conversations, it was very important to you guys when we set this schedule that this occur at this meeting. And now all of a sudden, you know, it's not so important. And now I'm beginning to question what's going on because, you know, quite candidly -- that's why I'm asking, Do you want us to meet next week. None of the days are good for me, butt will simply cancel nay day. And you -- you know, what was communicated to me was you had placing memos to do, you wanted time to have those placing memos. You wanted to have adequate time to conference with your clients. You told me, if 1 recall correctly, the second week in Septem -- in December was as late as you wanted to go simply because of Christmas holidays, Christmas issues and that actually you want it to he done by the first week, towards the second week, and that was the optimum time. Now suddenly, it's not so optimum. Chair Suarez: And if 1 may -- Mr. Vice Chair, if 1 may just say that -- you know, and 1 think this is -- goes hack to our last time that we talked about this deal about our separate reality. I never had any conversations with them about any of this stuff. They never mentioned anything related to timing, related to pricing of; you know, the time of the month, you know, so -- Commissioner Spence -Jones: Mr. Chairman, let's not go backwards. I think we were making wander ful progress. I think that we at least have come up with, you know, a positive solution to make all the Commissioners feel comfortable with this latest information that we have. Give us an opportunity to he briefed properly so that we can make a decision that we all can support on this item. So the question becomes finding a date that we all can recess this meeting to come back and then at least take a vote on it. Ms. Larned: Mr. Chair -- Commissioner Spence -Jones: So -- Ms. Larned: -- ifI may. Chair Suarez: Yes, yes, Ms. Larned. Ms. Larned: 1 am way out of line here, but ifl may indulge the Commission. At this point, I certainly respect the request, but the team has not met. As a whole, we have not had the City of Miami Page 30 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 opportunity to discuss this delay amongst us. And one of the issues that we always try to balance very carefully are the business points and the legal issues. Chair Suarez: Of course. Ms. Lamed: And again, I'm on the record and I wish to stay on the record that I believe today is the day that we either have to have an up or down vote. We do have a plan B that we can move forward. I don't believe that that is in the best interest of the City. I believe that it's all of our responsibilities to he responsible to the citizens and I think that's what's put before you. It has been months in the making. There have been tears. There have been laughter. There have been the whole array of emotions. And it's been an interesting process, but I think at the end of the day, we have a very good proposal before you. And I would highly recommend that u'e take a vote today. And if it is not the will of this Commission, I'll be happy to come back with the plan B, which, in fact, would be the one-year note with Wells Fargo. And we have the sketch of what the terms would he. It would he a hit more expensive, et cetera. Chair Suarez: I've never even heard of that before. Commissioner Spence -Jones: And let me just say this. We made progress in this meeting, and then now we went two, three steps back. We're not asking for another option. We know this is the option that -- the ultimate option, you know, that we want to move in this direction. All we're asking is for us to really be briefed and be clear on that. And I just had -- we just had, you know, our bond counsel, you know, our financial advisors, everyone tell us it's okay -- Ms. Lamed: No, ma'am, we did not have all of the parties, and the team has not had that opportunity. If y'all would like to give us that opportunity, we'd be happy to takes the pros and cons and then come hack to you as a team. We -- you heard a lot from the legal perspective, not all of the business perspective was represented, and we do have a financial advisor that is independent and must remain independent with respect to the underwriter. Again, I'm way out of line, I acknowledge that, but I do believe that you have the facts before you and I'm not sure what another week buys this particular transaction. I certainly understand you wanting to get comfortable about the communication piece and the numbers itself, and certainly, we make ourselves available to that. But as,* as this transaction, I think the citizens are owed a decision and that is up to this board. Commissioner Spence -Jones: We don't avant to get into what we think the citizens are owed, okay, so that's a whole nother discussion. I think that where we were as a body was we want -- there's a few Commissioners up here -- Commissioner Gort: Yeah. Commissioner Spence -Jones: -- that want to be clear before we make a decision. What is --? I mean, is that a --? I think it should he a 5-0 vote. To me, I think that this is an issue that affects the entire city. Every district Commissioner should he voting yes for this item. And it should be the Administration's responsibility and everybody else that have been hired to do the work to make sure we get to the point -- to that place. It's different -- it would be a whole nother situation if we said just take a vote, we don't care. We're saying, no, we do care, but we just want to make an informed decision. And -- Commissioner Gort: The question is -- Mr. Martinez: Can I make a comment? Commissioner Gort: -- when can we meet? City of Miami Page 31 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Commissioner Spence -Jones: Yes. Mr. Martinez: Please. Commissioner Spence -Jones: Can you please make a comment? Mr. Martinez: Please. I mean, on behalf of the Administration, I sat with the Commissioners and strongly recommended that we needed to vote this up or down today because I had a timeline in front of me and I didn't know what one more week -- unless you have an audited statement -- was going to do with the number because when you do the audited statement report, that's the true number. Whatever the number is, three days later or four days later, to me, whether it went up a little bit or down a little bit or came in at the original 8.5 really wasn't going to matter. It's the number that the qualified investors are going to look at and they're going to make their decisions accordingly. Having said that, having heard from the underwriter just now that we're not under the time crunch that we were and he can afford to move the date and that gives an opportunity fir the Commission to be a little bit more comfortable -- Commissioner Spence -Jones: Be comfortable. Mr. Martinez: -- and then -- so be it. However, the key is the underwriter and can he still deliver what he needs to do within the time frame that we have so we can close this darn thing on January -- before January 3 and not put the City in default. Commissioner Spence -Jones: Right. And we -- Mr. Martinez: But as of,vesterday, I went around and I said we need to do this today, vote it up or down. And hosed on what Pm hearing now that we still have a little hit more cushion, I guess all the cushion is eaten up to the last second now, we're not going to have any flexibility. Now ire need to extend the meeting, get all the Commissioners here together and agree on this. I don't -- and I guess the only thing that we're going to accomplish is develop a little hit more comfort on what that number is. And I don't know that that number's going to change. Even if it changes some, is the comfort increased or decreased? Is it 45? Is it 37? Is it 38? Unless you have an audited number, it's not going to matter because the audited number is the true number. So we could go either way. If the underwriter says he could live with the extended date and then -- so be it. I'm not going to sit here and argue about it. Vice Chair Sarnoff: But here's -- Mr. Martinez: ButI -- Tice Chair Sarnoff • -- what I'm willing to go with. I'm willing to go to Monday. You guys can make it on Monday, I will change my Monday. But you want to know what -- Commissioner Spence -Jones: Monday -- which Monday? Vice Chair Sarnoff: -- all you -- Let me finish, let me finish 'cause -- Commissioner Spence -Jones: Which Monday? Commissioner Gort: Which Monday? Vice Chair Sarnoff: Next Monday, the 191h. Because this is what it does, it gives the -- Murphy's law. You have no idea if there's going to he another super storm up and down the coast of New York. You have no -- and by the way, did they ever think they were going to get two storms in a two -week period? Probably not. But this is what you provide them, the time necessary to get City of Miami Page 32 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 what they need to have done for what is foreseen. But what is not fbreseen doesn't change our default, and what you're doing is you're creating a time crunch. I'm willing to go to Monday. I will change my Monday. I will sit here on Monday and debate this. Chair Suarez: I'm willing to do it on Monday, as well. I mean, I think whatever -- Commissioner Gore I would have to do it after 10 o'clock on Monday. Commissioner Spence -Jones: At 3 o'clock -- I could do it after 3. Commissioner Gort: Three is fine. Commissioner Spence -Jones: So -- Chair Suarez: That's fine. I mean, I think -- Tice Chair Sarnoff • Three o'clock Monday. Is everybody good with 3 o'clock Monday? Igot one head nodding [sic] no. Mr. Danie: And here. Commissioner Carollo: No. I could either do very early Monday or very late Monday. Commissioner Spence -Jones: Okay, like 4 o'clock late? Commissioner Carollo: No, late like -- Commissioner Spence -Jones: Five o'clock? Commissioner Carollo: -- 6..30, 7 o'clock late, or early, 7 o'clock in the morning on Monday. Vice Chair Sarnoff: I like the 7 in the morning. Commissioner Carollo: 1 can do 7 in the morning. Tice Chair Sarnoff. Everybody's going to find out what I wear to bed -- Commissioner Spence -Jones: Okay, let's say 6 o'clock -- Vice Chair Sarnoff: -- nay jammies. Commissioner Spence -Jones: -- what about 6 o'clock on Monday afternoon [sic]? Commissioner Carollo: I could do 6 o'clock on Monday afternoon [sic]. Commissioner Spence -Jones: Y'all okay with that? Chair Suarez: Fine. Commissioner Gort: Fine with me. Vice Chair Sarnoff: Six o'clock Monday afternoon [sic]. Everybody okay? Commissioner Spence -Jones: Yes, we're okay. City of Miami Page 33 Printed on 12/10/2012 City Commission Meeting Minutes November 15, 2012 Vice Chair Sarnoff: Okay. I'll withdraw my motion. I'll make a motion to -- Chair Suarez: We don't need to make a motion. Commissioner Spence -Jones: No, no. Vice Chair Sarnoff: You don't? Just -- you just announce it. Chair Suarez: We'll recess -- Commissioner Spence -Jones: We're recessing. Chair Suarez: -- until Monday at 6p.rn., but we have other items. Do we want to take up those other items or not? Mr. Dante: So you want to table. Commissioner Spence -Jones: Can we just -- can we deal with all that then? Mr. Dante: You want to table it, right. Chair Suarez: I'm sorry? Mr. Danie: You want to table the item for right now -- Chair Suarez: No, we're recessing -- Mr. Dante: -- and then -- Chair Suarez: -- we're going to recess -- Mr. Dante: -- take your items up, then recess. Commissioner Spence -Jones: So can we just recess it all or you want to deal with all the --? Commissioner Gort: No, no, no. I got some -- Commissioner Spence -Jones: Okay. Commissioner Gort: I got a discussion item I'd like to take up. Commissioner Spence -Jones: Okay. Six o'clock on Monday. Mr. Dante: Here. You have to also say location. Mr. Martinez: Between now and Monday, what do you expect from the Administration, to sit down with each Commissioner and go over the numbers? Chair Suarez: Yeah. I could tell you what I expect, okay. Danny provided me a sheet yesterday at 5 p.m., which gave somewhat of a breakdown of the money. What I would ask Danny and Janice both is to, as quickly as they can, try to make it as exact as possible and explain to me the backup as to why those numbers are what they are. That's all 1 ask. Mr. Martinez: Okay. City of Miami Page 34 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Chair Suarez: That's it. Mr. Martinez: What -- does every Commissioner need -- which --? Commissioner Spence -Jones: Definitely, I need that. Mr. Martinez: Yeah. Commissioner Spence -Jones: I mean -- Mr. Martinez: Commissioner Sarf, do you need a -- that briefing? Vice Chair Sarnoff: You can call me, Mr. Manager. Mr. Martinez: Commissioner Gort, you're fine? Commissioner Gort:: I'll take the numbers. Mr. Mensah: So -- okay. Commissioner Spence -Jones: Commissioner Carrillo, you need to talk -- he talked to? Commissioner Carollo: 171 do a Marc Sarnoff and you could call me. Commissioner Spence -Jones: Okay, good. Later... Chair Suarez: (INAUDIBLE) from. Thursday's Commission meeting until 6 p.m. today. We are now in session. And we, I believe -- on the item that we were in recess for, if I'm not mistaken, Mr. Clerk, I think we had a motion and a second, if I'm not mistaken? Mr. Danie: That's correct. Chair Suarez: So does the Administration and/or any of the Commissioners wish to discuss this item any further? Commissioner Spence -Jones: I just have a comment. Chair Suarez: Sure. Commissioner Spence -Jones: Okay. I think it's important to have a comment after we had our last meeting. Where's Danny? Mr. Alfonso: Right here. Commissioner Spence -Jones: Okay. So the only comments that I just really kind of wanted to put on the record based upon the meeting we had on Friday -- first of all, thank you for the meetings to give us -- at least give me clearer understanding about what actually happened. I think the public deserves to at least understand it. So if you can, just based upon -- I know I was a little sick in that meeting, but just re -- put it hack on the record to refresh people's memory. I think it's important for the public to understand exactly how we got there so it's a public -- in a public forum first and then take it from there -- then 1'll take itfrom there. Mr. Alfonso: Okay. Daniel Alfonso, director of Management & Budget. I basically wanted to explain where, as the Budget director, we had been extremely conservative in our expectations of City of Miami Page 35 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 revenue and expenditures. There were a number of revenue items that came in above where we had expected to the tune of close to $12 million. Having said that, it allowed us to get into a position on the expenditures where we did not have to use any of our reserves, and we had $16 million in reserves, and we had a department that surprised us to the down side. When you add all those together with the 8 to $9 million that we had projected, it puts us to where we are. And as I stated before, I understand where we erred and we should have been perhaps a little more open with the fact that once we got into September, if we hadn't spent the emergency, maybe it's possible that we weren't going to use it. But I erred on the sides of caution because over the last five years, the month 13 and the month of September has had a lot of volatility, Commissioner. If we go back to 2007, we had in the last two months of the year -- and when 1 say two months, 1 mean September and the adjustments post -closing where the fund balance was reduced by 50 million in 2007, then there was a plus 5 million and change in 2008, and then a negative 30 million adjustment in 2009. So with those kinds of volatile changes, we were not feeling where we could come out and make sure -- I wanted to make sure that the number was where it was hefnre we came out and said, hey, we have a significant surplus. Having said all of that, I understand, like 1 said, the frustration and 1 understand where we could have given more of a heads up on that, particularly in the message that I sent out at the beginning of October, but that was a judgment call at the time, and we closed the hooks at the end of October. Basically, when we started the month of November is when this started to become absolutely clear that we had a significant surplus. Commissioner Spence -Jones: Madam -- Thank you, Danny. 'Cause I just thought it was important because we all need to he refreshed as to why we're here. And then, Madam CFO, I just -- I thank you for also coming too to at least brief my office to make sure we were all on the same page, but lthink it's important for the public and all of us to he clear from you as well. M. Larned: And what would you like for me to say? Janice Larned, assistant City manager, chief financial officer. What would you like for me to say? I'm not certain 1 understand that there's a question. Commissioner Spence -Jones: Okay. I know that in the briefing that we had, you were just very clear with me at that point, and staff that it was imperative that we made the decision and why your recommendation was for us to make the decision to support this immediately. Ms. Larned: Again, we -- thank you. The Wells Fargo bank loan matures January 5. We have been at trying to work through various options since approximately -- I'm going to say even February, April various different conversations most specifically starting in June. We are at this point -- in order to go forward with the alternative that was approved by the City Commission, we would need to have close -- we will need to close by the week of December 13. That gives us enough time, if you will, to get the transaction in place and then to pay off the bonds well in advance of the January 5, 2013 due date. Commissioner Spence -Jones: Okay. And in your opinion, you feel like this is the best option for us in the City? Ms. Larned: Yes, ma'am. Commissioner Spence -Jones: Okay. 'Cause 'just -- I thought it was important for the public to hear it come from -- Ms. Larned: Yes, ma'am. Commissioner Spence -Jones: Mr. Chairman -- Thank you, and thank you, Mr. Manager, for coining to sit down. I know I was little rough on you last week, but it was -- you have to understand that to constantly hear things changing and shifting and not knowing where it's City of Miami Page 36 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 corning from was, you know, very disappointing and discouraging, all right. But I do know in the briefing that had with you, at least have a clearer understanding as to how we got here. Mr. Martinez: We're going to improve on managing the expectations of the Commission. We're going to -- after this item is over, either way, we're going to go back and look at our timelines. When did we get information? When was it posted? Was it reasonable amount of time between when we got the information and the posting? Or did we wait till the last minute to post; therefore creating the urgency which we're in now 'cause we didn't have all the numbers at the time that we should have known, which gradually crones in. It doesn't come in all at once. Some gill does; some of it doesn't. But we definitely are going to reflect and come back and try to improve on managing the expectations and getting the hest information possible to the Commission because they rely -- the Commission relies on the information that we give you; you analyze it, you react, and you vote. Commissioner Spence -Jones: Right. Mr. Martinez: And that's on us and we're going to -- I want to improve in that area. Commissioner Spence -Jones: Mr. Chairman, the only thing want to say in closing, I guess, before anybody else makes a statement or we take a vote, is that think that it's really important -- and what I at least got a chance to have at least a hetter understanding on was that even though it was communicated, it's that that number just -- that kept changing: started out at 45 million, 35 million, 37 million, and then 29 million. But I think, Danny, the one thing that I would like to make sure that, you know, I'm making a correct statement on all of this so that people are clear is that it is -- these were all projections from day one, correct, Danny? Mr. Martinez: The 29 is not a projection. That's -- well, the 19 is not a projection. That's what's in the bank or in the fund balance now. The 45 is a projection. It has an asterisk, which it's going to he reduced by $8 million, leaving us the 37, plus the fund balance that we have. Those are projections; they're unaudited numbers. Commissioner Spence -Jones: Okay. So you were going to say something? Mr. Alfonso: Yeah. Forty-five million is the numbers that are in this system right now. We anticipate -- Commissioner Spence -Jones: Which is a projection? Mr. Alfonso: Which is a projection. We expect another projection, $8 million, that will reduce that 45 roughly to about 37. Commissioner Spence -Jones: Okay. Mr. Alfonso: The 29 that I was speaking about is the variance between 37 and the 8 to 9 that we had projected. That's the 29. So for argument sake -- or not for argument, but for clarity sake, we expect a surplus in 2012-'13, projected to be about $37 million. Commissioner Spence -Jones: Right. Mr. Alfonso: That's what we expect it to he. That added to the prior year's balance of 19.5 million is what will get you to somewhere around 58, $59 million for total at the end of2012 once the books are all closed. The 65 that's in the document is because it doesn't have the 8 taken out yet. Commissioner Spence -Jones: Right. City of Miami Page 37 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Mr. Alfonso: But there's a footnote there that says that the 8 should be taken out. Commissioner Spence -Jones: All right. And, Danny, you do understand, you know, just even my concern would be, you know, we're talking about 10 percent of the City's budget is like -- Mr. Alfonso: Absolutely. Commissioner Spence -Jones: For me, when I heard that, you know, number, I'm like how do you miss 10 percent of -- Mr. Alfonso: Absolutely. Commissioner Spence -Jones: -- you know, the City's budget. I mean, this is what you do for a living. So not going to heat a dead horse 'cause I think I -- I think that horse died on last Thursday, but -- Mr. Alfonso: Yes. Commissioner Spence -Jones: -- that was my concern. It's like how do you miss that, Danny? Mr. Alfonso: Right. Commissioner Spence -Jones: You know, so -- Mr. Alfonso: I accept. Commissioner Spence -Jones: -- you were clear, and I'm not going to continue to go over it. But the one thing that did come out or -our meeting -- I'm not sure what you talked to the other Commissioners about -- which is this issue of you know, whatever decision we have to make today and if there is a surplus that's left, that's available -- Mr. Manager, I know that we talked about -- well, at least you guys talked and I kind of somewhat agreed -- was us relooking at some of these key issues. If there are resources that are available to support not ongoing expenses -- think that's what was communicated -- one-time funding projects, for instance, that, you know, where we've had to cut our senior programs or youth programs or those key things that just one-time funding, that we would retook at or rethink about those things. I want you to at least put that on the record so I'm clear about that as well. Mr. Alfonso: Okay. Commissioner Spence -Jones: And I understood you. You say you wanted to wait until the audited statements before you make that kind of commitment, correct? Mr. Alfonso: A couple of things. Commissioner Spence -Jones: Okay. Mr. Alfonso: The money that is in surplus from fiscal year '12, u'e believe, should stay in reserve fund balance because we're still working towards our fiscal integrity ordinance requirement of 93 million. Commissioner Spence -Jones: Right. Mr. Alfonso: In fiscal year '12/'13, the current year that we're operating on right now, we have a little over $16 million in reserves. To the extent that we go through '12/'13, you know, two City of Miami Page 38 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 quarter -- half of the way through the year, three quarters of the way through the year, and we are comfortable that we will have revenues as budgeted and expenditures are under control, then as a policy decision, this Commission can decide if it wants to take from the current year allocation -- not reducing the, fund balance therefrom '12, but. from the current year allocation -- then use some of that funding for other preferably nonrecurring uses. That would he something that the Commission can look at. Commissioner Spence -Jones: Okay. And I think you mentioned staff bonuses are key things that Mr. Martinez: Well, I mentioned, you know, sorely needed capital needs, roof leak -- Commissioner Spence -Jones: We talk about every -- a lot of -- Mr. Martinez: An array, yeah. Commissioner Spence -Jones: -- things that we talked about, you did mention this whale issue, even if it's a one-time bonus for the City employees -- Mr. Martinez: Possibly. Commissioner Spence -Jones: -- that have struggled every year to try to keep things going on a shoe -string budget. You know, we can't do a recurring thing -- Mr. Martinez: Right. Commissioner Spence -Jones: -- but just to show some sort of gratitude for them working hard. Mr. Martinez: A one-time bonus -- Commissioner Spence -Jones: We talked about that, right? Mr. Martinez: -- or some -- Yes, we did. Commissioner Spence -Jones: Okay. Mr. Martinez: A one-time bonus, not a recurring increase, not at this stage of the -- Commissioner Spence -Jones: Okay. Mr. Martinez: I mean, one good year doesn't mean -- it's not a trend. Commissioner Spence -Jones: No, I agree. I agree on the reoccurring. I just -- Mr. Martinez: But we need to he careful, you know. Commissioner Spence -Jones: I understand. Mr. Martinez: Okay. Commissioner Spence -Jones: I didn't hying this up. This was brought up to me as a possible option, if wve come out of an audited statement and it showed that we had made with these -- the surplus, then the resources could possibly be available. Okay, I'm done. That's it. Commissioner Gorr Danny. City of Miami Page 39 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Chair Suarez: Yes, Commissioner. Commissioner Gort: Don't move away. 1 knew because by reading the -- your monthly reports that we were going to go under the expense because of the projections. That's something we requested out of you. Give us a monthly report to see how the departments are doing, so if any deficiency taking place, we can take care right away. Now my understanding is, it was very important, the dates, 'cause the findings [sic] were available. You were knowledge of those funding coming in. My understanding is, part of the budget -- we had the $5 million that you just explain a little while ago, but 1 want to make sure people understand this. Five million dollars contingency funds. At the same time, we had a $60 million reserve fund in case of an emergency. Commissioner Spence -Jones: Can you repeat (UNINTELLIGIBLE)? Commissioner Gort: We have a hurricane. Commissioner Spence -Jones: I'm sorry. Can -- you said five million what non'? J mean -- Mr. Alfonso: There's a $5 million emergency contingency reserve in every year's budget. Commissioner Gort: Right. Mr. Alfonso: And then we also had an $11.5 million revenue shortfall reserve, which together adds up to 16.5. Commissioner Gort: Right. Mr. Alfonso: Since our revenue came in as budgeted and we had no emergency, the entire 16.5 was available. Commissioner Gort: We had the 16. And then you had -- we had reserve from the past of 16 to 17. Mr. Alfonso: The last -- the prior year, fund balance was $19.6 million. Commissioner Gort: And then when you add the 11 that came in -- nay understanding is the FP&L franchise fee came in -- Mr. Alfonso: Right. All of the revenue was about $12 million. Commissioner Gort: My understanding, that came in on -- the last one came in in 12. Mr. Alfonso: Okay. Ifyou -- Commissioner Gort: 10-2, 10-4-12. Mr. Alfonso: Yes. If you're asking when did the revenue -- Commissioner Gorr Right. Mr. Alfonso: -- get posted into the system, there -- in the research that we've done in the last few days, we recognize of the large items -- Commissioner Gort: Right. City of Miami Page 40 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 Mr. Alfonso: -- about $21 million in revenue that got hooked into our financial system in the month of October but that actually belonged into the month of September. So these transactions were posted on the 2nd, the 4th, the I2th, the I8th, the 28th of October. Commissioner Gort Right. But it was recorded -- it should have been recorded in September, but we received it -- you received the information in October. Mr. Alfonso: I would not have seen that information in the system in the month of September. That is correct. Commissioner Gort: Okay. I just want to make sure we know that. And that's the total $11 million. Mr. Alfonso: There was actually $21 million in revenue. The -- some of it, we could assume that was going to happen. Commissioner Gort: Right. Mr. Alfonso: Some of it just we couldn't assume. Commissioner Gort: Okay. I just want to make sure on the dates. Chair Suarez: Thank you. Vice Chair. Mr. Alfonso, yeah, I have just a couple of quick things. You know, for me it was never about whether or not we should borrow the money. Obviously, there was -- it's being paid -- the funds are being paid from the CRA, from our TIF revenue from the Omni CRA, so you know, the initial concern was what kind of financing were we going to choose. You know, the Administration recommended that we do bond. We all acted unanimously supporting the Administration. And then, I think, you know, what -- 1 think the vote last Thursday would have been quick had this not occurred. And so I think for me -- I can't speakfor my colleagues -- it was not only the timing of it, but it u'as also the size of the variance. So I guess my question to you is, Do you feel confident --? We're relying on your professional advice to us. Do you feel confident in the numbers that you are putting in this disclosure? Mr. Alfonso: Yes. Chair Suarez: Okay. I understand it's not your department that actually complies and books the information, and I think it's a separate question completely as to when, you know, you may have known about some of this stuff and when -- you know, going back, kind of playing hindsight 20-20, we could have gotten some more information on this. We've had some discussions about that today and on the phone on Friday. I want to ask Ms. Larned a few questions as well. Thank you. Your department is the department that books this, and your department is the department that essentially comes up with this final number, correct, of 37? Ms. Lamed: The Finance Department is one of the departments that reports to me, yes, sir, that is correct. Chair Suarez: Okay. Are you confident in this information that you're putting in the disclosure document? Ms. Lamed: Yes, sir. Chair Suarez: Okay. Do you believe that -- between now and the CAFR that there will be a material adverse change in the information as it's disclosed in these documents? Ms. Lamed: I do not. City of Miami Page 41 Printed nn 12/10/2012 City Commission Meeting Minutes November 15, 2012 ADJOURNMENT Chair Suarez: Okay. Mr. Alfonso, can you answer the same question, please? Mr. Alfonso: 1 do not, there will be a material adverse change, sir. We have looked at the numbers, I believe, as much as we can and looked fir things that might be wrong and we just can't find them. So I think that we are where we are. Chair Suarez: Do you understand though why we were as concerned as we were when we received this information? Mr. Alfonso: Well, absolutely, I can understand why you would have been concerned. Yes. Chair Suarez: Okay. Is there any further questions or discussion? All in favor, signify by saying "aye." The Commission (Collectively): Aye. Dwight Danie (City Clerk): That will he -- Mr. Martinez: Can I -- Mr. Danie: -- as modified? Mr. Martinez: Mr. Chair, may -- can I just -- did you guys receive -- did the Commission receive the e-mail (electronic) on the Fitz rating? Chair Suarez: I did not. Commissioner Spence -Jones: Huh? Mr. Martinez: We received an e-mail on the Fitz rating. We got a triple B+ and we were upgraded from negative to stable. Chair Suarez: Thank you. Mr. Danie: Excuse me, Chair. Just for the record, that would be as modified. Chair Suarez: As modified. Is that okay with everyone? Thank you. Commissioner Carollo: Meeting adjourned? Chair Suarez: Yes, meeting adjourned. Commissioner Carollo: There you go. The meeting adjourned at 6:21 p.m. on Monday, November 19, 2012. City of Miami Page 42 Printed nn 12/10/2012