City Commission - Special Meeting

All right, here it is 9 o'clock. Let's go ahead and call this. Pompano Beach Community Redevelopment Agency, City of Pompano Beach, joint special meeting to order. Irvin, if you'll go ahead. Well, before we get started, please make sure everyone silences their cell phones or put them on vibrate so we don't get disrupted during the meeting. Appreciate that. Thank you. Now, Mr. Alford, if you can go ahead and call the roll.

Commissioner Fezzik? Here. Commissioner Perkins? Here. Commissioner Seegerson-Eaton? Here. Commissioner Smith? Here. Vice Mayor Fournier?

Here.

Mayor Hardin?

Here. If we can all please rise to the invocation followed by the pledge. Father, give us the wisdom to consider these items today. Do the best we can for the residents of the city of Pompano Beach. In your son's name, Jesus Christ, amen.

Amen. I pledge allegiance to the flag of the United States of America and to the Republic for which it stands, one nation under God, indivisible, with liberty and justice for all.

All right.

Thank you. Any changes to our agenda, Mr. Harrison?

No, sir.

Good. Can I get a motion approving the agenda as printed?

So moved. Second.

Second. All in favor say aye.

Aye.

Opposed? Motion carries unanimous. Thank you. That takes us up to our regular agenda. Item one, discussion on expenses related to downtown master development project. Ms. Sybil, I'll turn it over to you.

Good morning, Mayor, Vice Mayor, Commissioners. Suzette Sybil, Assistant City Manager. I'm available for any questions as you all continue to discuss the item. Thank you.

Very good. Thank you. All right. This is discussion. Anyone like to lead off? Commissioner Fasik.

Thank you. I just have one one thing. I know that at our previous meeting I had asked for some folks to be in attendance and I'd asked for information to be provided to us ahead of this meeting and be part of backup so we would have time to review it and we still do not have anything so I had to kind of go on a wild goose chase of my own but wanted to find out if we were expecting anybody today or if that was just unheeded advice.

So we are not having any additional consultants here this afternoon. There are additional costs. Obviously, travel was a concern by the commission a couple of weeks ago, so we did not invite any of the additional consultants here. If you have questions, myself or Mr. Nguyen Tran can answer those questions. In addition, about five weeks ago, I did provide the commission with the information you requested following the budget workshop.

Not in depth, but thank you.

Very good. Further discussion? Vice Mayor?

Sure. I'm going to start with a comment and then get into my questions that prompted this meeting. So I received a memo from the city attorney over the weekend, and I want to address that quickly. I don't care about personal attacks. I am here to do a job. your memo questioning my credibility and intelligence was insulting but it does not bother me because I've seen through public records requests how you disparage so many of us and take swipes at us and emails Petty snarky things and I don't I don't understand why or what prompts that but we are here to do a job and that is oversight and transparency and ensuring that we are all on the same page and in compliance with state law. So through our budget process, certain expenditures related to the downtown came under some scrutiny. And there was also a statute change that went into effect July 1st that is absolutely related to how building fund revenue is spent, very relevant to this topic here. So when that happened, we didn't get a memo from your office or from anyone letting us know what had happened and how we were still in compliance and what we were going to do going forward. I had to bring this to light that there was a statute change directly related to how you can spend excess building fund revenue. And that's what resulted in this back and forth. And I think everyone on this board deserves to be on the same page with this and understand if we have any legal exposure, if we have any budgetary exposure because of the statute change. And that is doing my job. That doesn't warrant your attacks. That doesn't mean there's some boogeyman or conspiracy theory. It's just information and a discussion so we all understand what we're doing, how we're going to deal with the statute change, if there's anything that needs to be changed going forward. And that's what we're doing here today. So I definitely have some questions. If this is the appropriate time, I will launch into those. Like I said, when the statute change went into effect in July, we didn't hear anything about this. So it has nothing to do with liking or disliking a downtown project or trying to pump the brakes on something. It's, to me, completely independent of anyone's thoughts on the downtown or the MDA. It's ensuring that we are in compliance going forward with the state. So your memo makes it sound like the MDA, you view it almost as superior to state statute. Is that your position?

No, not at all. In terms of the memo, the memo is a response to legitimate questions that you brought up. It's not a personal attack. I'm sorry you viewed it that way, but it's a response to the issues that you brought up. Brought it up in public at the last, at the budget hearing and brought up in a memo to me, and I wanted to respond factually and straightforward in a way that responded to your questions. I'm sorry you view that as a personal attack. I apologize if you view it as such, but it's not a personal attack. It's a response to the issues, number one. Number two, there was no memo IN ADVISING THE COMMISSION THAT THE LAW HAD CHANGED IN THAT REGARD BECAUSE LEGALLY IT HAD NO EFFECT ON THE ACTION THE CITY HAD PREVIOUSLY TAKEN. AND THAT IS PRETTY CLEAR. I STAND BY THAT LEGAL INTERPRETATION. I'm happy to continue to defend that if necessary. But it is not retroactive in nature. That's a common evaluation of statutory construction and the laws. So no, the answer to your question ultimately is no, the MDA does not mean you can violate Florida statutes. The MDA was written and accepted in compliance with Florida statutes. And if we comply with the MDA, we will comply with Florida statutes. and we will make sure that we continue to do so.

Okay, so it is your legal opinion that this new law does not govern any payments or contracts we enter with, for example, consultants on a civic center after July 1st. It is irrelevant. That statute is irrelevant to anything we do going forward that utilizes this source of funds.

no that's not correct at all okay so it has nothing to do with anything we had entered any contracts we had uh changes in the law cannot impair contractual obligations and contracts that have been entered into going forward there will be no none of these funds the law is pretty clear as of july 1st that's the line in the sand where we can no longer If we had already done it, which we had, and spent those funds and put it into CIP and assign them, then we can continue to keep them in CIP and utilize them. That was spent. Those funds were spent from the building fund. They were not retained in that fund. They were moved. They were timely moved, and they're being utilized.

We'll get to the timely moving of that in a minute, but it is your opinion, then, if... tomorrow we enter a consulting agreement for outreach on a new EPAT Larkin Center, that that is a legal expenditure of these funds?

Not going forward. No additional funds. Yes. I'm sorry.

I feel like the mayor is looking at me and gesticulating, and is there something you'd like to say to me? No.

Okay.

May I respond? Yes. Thank you. The $21 million that we had moved and assigned to the CIP for the project may be utilized. No additional funds, however, based on the change in the law, should be utilized.

I understand that, but my question is that $21 million that has been set aside and be used on any expense related to the downtown is your position?

Yes.

Any expense related to a giant downtown project?

As long as it's a legitimate expense toward construction of the downtown.

Of a downtown, not a building department?

Well, for City Hall, for the public building.

Civic Center, a Pat Larkin Center?

Yes.

Okay.

So if we entered a contract, like I said, next week for community outreach on a Pat Larkin Center, as long as it's being funded by the 21 million that has been set aside through the CIP transfers, we can still enter those contracts.

The 21 million is an available source. and any contract entered into wouldn't address any sources of funds. It would be used as part of the funding. It would be shown by city staff when it is spent. It would be shown to the city's auditors. It would be shown to the commission when it is spent out of that 21 million. And at the end of the project, and don't forget we are early on, that we're not even close to approaching using that 21 million at this point that was set aside for construction of the new city hall. Those monies will be assigned specifically, I believe, and that's a question for our financial people, to the city hall project. But that money is in the mix, let's put it that way, if that's your question. That money is part of the pot that exists. No additional funds based on the change in the law, however, from the building fund surplus can be utilized.

Okay. Back to the definition of construction that we discussed. Your memo talked about a different section of the statute which talks about construction defects, which I don't think is particularly relevant here. So your definition of construction has to include, like I said, outside consulting services for a new civic center. That's in your definition of construction for a building department?

There's nowhere in the statute does it state that construction can only mean the hard cost, the actual construction hard cost for building. Building and construction consist, you can't have one without the other. You have to have design, you have to have engineering, you have to have architecture, you have to have all of these things. Now, there's no definition of construction in that statute. We were unable to find, and I had staff look for definition of construction elsewhere. However, it is relevant because the only place construction that we found is addressed is a statute involving construction defects. And that is 558.02 Florida Statutes. That defines a construction defect as a deficiency in or arising out of design, specification, surveying, planning, supervision, or observation of construction. So when you find something in the law that addresses the specific topic, you can rely on it. This indicates that construction involves various stages, various processes. And that's why we are comfortable with our definition of construction. Okay.

So, like I said, this came up in the context of our budget for the upcoming year, so I just want to be really clear that every month when we pay RocaPoint, for example, their consulting fee, As long as it's coming out of the $21 million that has been moved aside before, and if we are paying Civic Center architectural consulting costs every month going forward, post-July 1st, when this statute went into effect, as long as we are paying it out of the money that was set aside before, we have no budgetary risk that that, and no risk that the city would somehow have to pay that if it was disallowed under this. No risk to us.

I'd never state the city has no risk. There's always a state agency in this day and age based upon what we see coming out of Tallahassee of some organization or some member of the state government saying you can't do this, you can do this. And we don't believe that will happen. We don't believe it would be legitimate if it does. And if it does, those funds will be moved and substituted and replaced. But I can't say there's no risk, but we believe it's an appropriate expense. We believe it's an expense based on the instructions that staff has been given when i say we staff believes that i'm advising staff that that interpretation is correct that the instructions given in the authorizing resolution that they may utilize those funds from commission those funds may be utilized and there's no restriction in the statute on the use of the funds now unless the commission determines that it no longer wishes or does not wish or different direction is given to city staff. Staff's following the direction given to it at this point. If different direction or the commission as a whole is not comfortable and advises and directs staff, they'll alleviate those concerns as directed.

We all know that this commission isn't going to advise any other direction at this point. It is a 3-3 commission. We're all aware of that. I am just trying to do my job and understanding the risk to the taxpayers given the statute change.

I'm not being critical in any way. Please, you know, just if I say something that you disagree with, I'm not arguing. I'm not trying to be argumentative. I'm not being critical. I'm giving you my legal assessment, which I believe is correct, hopefully will prove to be correct if challenged at a later time. So please, again, it's not personal. Please don't take it personally.

I'm not. I'm just saying I'm also just trying to do my job.

And I appreciate that, and I respect your opinion. It's not a matter of not respecting your opinion. I believe that we are safe, and it's appropriate expenditure to proceed that way. Now, I can't assume a 3-3. I'm just saying we're following direction at this point, and that direction would be consistent with law as far as we've interpreted it.

Understood. When you start putting the political opinions or the will of this commission in play, obviously there's different opinions up here. That's not what I'm doing right now. This has nothing to do with the opinion of the downtown. Even if we somehow, if you thought we did lose access to this funding going forward, then we have to figure out how to make up for that in our budget and that's what i'm concerned with doing and ensuring that with this statute change that is directly relevant to how we're funding this downtown that we are still legally allowed to do this and and one of the questions or concerns i've had that i realized along the way is you keep we keep talking about this oh there's an allocation of the the building department's 24 so we have this 24 rule And that got us to $21 million so we can put $21 million aside to spend on anything related to the downtown with some notion that it's for the building department, but we're spending it on anything else. And I brought up at the last meeting what happens if a city hall never and a building department never gets built. Again, you are the lawyers, but is there some agreement between the city and this restricted fund revenue to pay it back? Is there something you can point to that says, this is our contingency plan if this doesn't materialize? It's like an interlocal agreement between or an intergovernmental agreement. Is there something that says that? Because we keep talking about these allocations and this money, but is there a document where you memorialize this, what we're doing, how we're doing it, and the contingency plan if it does not materialize?

Well, there's a lot to digest in that question. So let me see if I can recall everything you stated because I'm getting older. First of all, the use of the funds is discretionary per the statute. The statute leaves discretion on what happens with excess funds in terms of how they're used or refunded or and the cases that have come out the very few cases from that statute show that the city maintains discretion on that use so as far as is there a method or is there a means certainly if it's determined by anyone at any time of of but in terms of who would make that determination and who would have standing to do that, I don't foresee anybody at this point. These use of funds will be shown to our auditors once again as they have been every year. These use of funds are open, transparent, they're in the budget, they'll be shown to the commission and if somehow, and I don't anticipate or fathom how anyone would say it's, at this point, an inappropriate use. Now, I never said it can be used for anything and everything. It's supposed to be used for a building as per the statute, so it's gonna be used for that. At this point, however, there may have been other uses, but when it's all trued up at the end and we're in a very early stage, The monies will be used appropriately, it will be clear, and if for any reason there are reserves to, just for your assurance, to refund those funds, should it ever become necessary, which I don't anticipate. DON'T LIKE TO TAKE RISK WHEN IT COMES TO CITY OBLIGATIONS AND CITY LIABILITY. I DON'T SEE THIS AS VERY RISKY. AGAIN, I WAS ASKED TO LOOK AT STAFF'S ACTIONS AND DETERMINE HAD THEY VIOLATED THE LAW. IT WAS SENT OUT TO VARIOUS investigative agencies, news organizations, local politicians. I've received my position as counsel for the city to put the city's best case forward, especially when it's out And that's what I believe I've done. But when I do that, I don't make up an argument. I believe these are legally responsible and responsive positions that I've taken with regard to these funds. So I don't think there's much of a risk there. Somehow if it's determined there is the city can handle that as well. I've been assured by our financial gurus that we're not going too far afield and Legally, I don't think we are either but okay, so the best I can answer it's kind of a compound effect

Right, so I was wondering if this is all written down anywhere, this 24% rule that we are using this restricted building fund revenue to pay for 100% of the upfront soft costs for a downtown, under the assumption that a building department will take up 24% of a city hall that costs X amount. And then if this doesn't happen, is there a plan or an agreement to somehow reimburse this or not?

It's not a role. It's not required by the statute. It's an allocation that in an abundance of caution, our financial people and project manager decided to say, hey, what do we believe is attributable the building department share, and that's where they pulled the 24%. So when all is said and done, and when everything is trued up, and when the structure, and again, I can't, we always assume success, we assume a successful project. We can't assume what if it never happens. If we did that, we wouldn't be able to do anything for any project. And I'm not trying to be insulting in terms of my description, I'm just, We assume we set a goal and we take steps within the law to meet the goal. Here, right now, the first step is a new city hall. The 24% that was assigned and that you were told, whether you were here on the commission at the time or not, that the commission was told by staff, they are saying we're only going to do this portion. That's self-imposed. That's not by law. That's not by statute.

Understand. And of course, we assume things are going to happen, but it is your job as a lawyer to protect us on the downside if it does not. Also, and that's what I've asked over and over, if this does not get built, are we obligated to somehow pay that fund back?

I don't believe we are, but it's something we would look at at the time. And if so, we would, you know, I mean, do we, what would we do? Give money back to developers? It's discretionary in the statute. Residents, let's not spin things. The city has the discretion. So again, that's within our hands, within our power. If it's determined somehow later on that this isn't going to get done and the building never comes up, I don't believe the statute says it has to be refunded because the intent is to develop. I don't see it happening, quite frankly. But if it does somehow, we have the discretion. We also have funds. Every cent has not been a risk to the city of not being able to reimburse or reassign. But either way, it's under our control. And that's a possibility that we'll look at legally should it come to that. But quite frankly, if it doesn't come up... We anticipate and we move forward when you when you build and develop Assuming it's all gonna get done and we have every reason to believe it'll get done. But if not, there's very Not as far as those specific funds. No, it's not a it's not a big risk.

I

do you believe that the intent of this statute was to allow a like a building department not a downtown to be developed so for example if we wanted to put a satellite building department in the northern part of our city to address residents of you know the highlands or other areas so they don't have to drive half an hour each way on a Friday to find out that the building department is closed. Do you think that was really the intent of this? Because when I read about it, it looked like it was intended so that this couldn't become a slush fund of sorts. And then, obviously, the legislature came back this year and even took this part out. So you are no longer, as of July 1, allowed to even construct a building department.

But that's why I'm sorry. I didn't mean to cut you off. That's why I provided the legislative history in my memo, so you can see what the legislative intent was. But what staff did was say, look, we believe this is the appropriate apportionment, and we're only going to use this much. And so if ever challenged, there'd be a plausible comeback that we only used a certain portion. How it's going to be dissipated currently until there's a more permanent funding in place. I mean, they're doing what they were directed to do and use all available funds. And that's exactly what they're doing. Because the MDA does not rise above the law, to answer your question, and I'll answer it again. The MDA, however, is a legally binding contract with severe financial risk to the city upon breach, like most contracts have This one is a multi-billion dollar contract. This is one where developer has already relied on the city's entry into the contract and there is certainly a significant financial Potentially financial obligation on behalf of the city and our job at this point when I say our staff's job and legals is to comply with the MDA to assure a non-breach by the city under all legal means possible. Available and that's what we're doing at this point until the more funding and there's more structure and we're working on that's being worked on and That's where we're proceeding. But at this point You know when the question is asked look at this Determine if the law has been broken I cannot say that the law has been not followed in this. I believe it has been. I think there's some discretion. I think we followed the discretion and I believe we are appropriate in the actions that's been taken by staff at this point.

Okay, I thank you for repeating that because the memo that you sent was a little, you know, here's a statute, but really we have this MDA, and so the state statute, the MDA does not preempt any state statute, period. We have to be in compliance with state statutes first and foremost, correct?

Nothing preempts a state statute unless it's a state Supreme Court or another court above that, but at any event, no, the MDA is under the law.

So I was hoping today we would have some kind of schedule, because when I went of these carry-forwards also, because your memo asserts that we've done everything right and we've carried everything forward, but when I look at the numbers, it's a little strange what has happened over time. It looks like in 2019, we... THIS COMMISSION RIGHT BEFORE THE LAW PASSED ALLOCATED 9.6 MILLION TO THIS CIP, FROM THE BUILDING FUND, EXCESS REVENUE TO A CIP FUND, AND THEN THE MONEY NEVER MOVED. IT SAT THERE FOR YEARS. WHEN THIS COMMISSION ALLOCATES MONEY FROM ONE FUND TO ANOTHER, IS THERE SOME DIRECTION THAT GOES WITH THAT? that the money actually has to move?

Well, I can't. I know there was COVID. I'm not going to make excuses.

We heard that the last time. It was 2019. Should the money have moved when that was passed, when that resolution was passed?

You had the statute... Statute didn't require when the money has to move. It was done within the four-year required period. Again, I'm not the money guy. I'm the legal guy, and I'm giving it my assessment as requested. But why it didn't move until later within that period, but this is something that other municipalities had done. This is something, and I know one city attorney told me they tried to do it. They couldn't get it done in time. They couldn't assign that money. So the... Direction was given very timely the money moved within the required time period so I don't see a problem with that either My question isn't about the statute on this.

This is a city question Do we have some policy in place because I would assume when this board allocates money to something That it gets transferred to that fund. Is that not our city internal control process? Is there some discretion when we do that that we can wait a year or two or three or four years to move that money? What is our city? process

Well, that's the money question, and I'll basically, and I'll apologize to Ms. Sybil, and I'll defer to the money people at this point. There you go.

Thank you, Mr. Berman. So the Vice Mayor is correct. There is a policy. Generally, if you go back and look at the agenda back up from 2019, the direction was to create a separate fund to move the $9.6 million into that fund. An email was sent to finance to do it. They created the fund, but they did not move the money at that time. But clearly the intent of the commission and the approval and direction of the body at the time was to designate that funding specifically for the intended purpose, which was to construct a new city hall.

So when does money move? So if it was supposed to move then, can you wait indefinitely to move funds? I'm not talking about this project. If this board says we're going to allocate money from whatever fund to, let's say the general fund or something, to a CIP project, When does that money get moved?

So, I mean, I mean, I don't know about indefinitely, but certainly if the direction of the commission at the time was to move it for that purpose and the money is still sitting there for that intended purpose, regardless of the physical geographic movement of the funds by finance, and we have emails to back up sending to finance to direct them to move the funds, then that those fundings would always be set aside for that purpose. And as Mr. Berman pointed out, Obviously, once we came out of COVID and started to go back into the downtown project, it was at that time that I noticed that finance had not physically moved the funds. But the intent was clearly there based on the direction and designation, formal designation by the city commission back in 2019 for that specific purpose.

So there's no expiration. If we didn't do what the commission said to do five years ago, you can just go four years ago or whenever, you can just go ahead and do it.

Yeah, I'm not aware of an expiration. Okay.

So was there a strategic reason to keep this money not moved, or it just was lost track of it?

It was just lost. Like I said, within a week after the commission approved and directed us to create the fund, an email was sent to finance. They created a fund. They just did not physically book the budget adjustment. OK.

So that funding sat in the building department fund, that excess, for four years. So maybe it's not relevant now, but were we out of compliance with the law at that time?

No.

Why not?

Because it was designated and we had time to move it.

And we did. So do we have a schedule of the average operating budgets for the previous four fiscal years and shows what we can actually carry forward and when we moved funding and the excess that we carried? Because I would think that would be part of the backup here. Do we have that?

well again we're back to the financial question but i believe obviously we would do that i think that's but i'll leave that's that's a paper trail that is a uh... auditing uh... issue and i believe certainly haven't been identified any problems but you can uh... i guess susan also could answer that question as well i would think i guess i mean yes we have you know great budget policy and and clean audits but when and but when i look at this

let's just say fiscal year 2021, the ending balance in that fund was over $18 million, and the average four-year budgeted expenses was 10 million. So we had 8 million of excess revenue sitting in there at the time, and no one noticed that when they were going through this, that it hadn't been transferred?

I can't speak for what people noticed, and it's not a legal question.

But it would be an auditing question. I would think an auditor would say, you are out of compliance with this. And then they'd say, oh, no, we're not. We allocated that money through a resolution in 2019, and we forgot to move it. And that would have come up in one of those four years.

And that would be exactly my point. It's already been designated. And once it's designated, whether it's spent is not the issue. It's been designated and then eventually was moved in a lawful time period. So, you know, once the designation and the commission's made the decision to do it and the memos are drafted and staff is directed to do it because someone didn't push a button to do it, I don't believe that makes that a haphazard accounting practice. I think But again, that's a financial situation, but it's not an unlawful situation.

The statute says a local government may not carry forward an amount exceeding the average of its operating budget for enforcing the Florida building code for the previous four fiscal years.

You can't exceed the allowed limit. It's a rolling limit, number one. Number two, once that was designated, those monies were no longer a part of that fund. It just hadn't physically been moved, but eventually was physically moved.

Well, and that's my question. You think an auditor would say, hey, you're carrying $10 million more in this fund. Why didn't it get moved? Isn't that—that is actually what—

I think auditor is part of what they do. I don't think it would stand out, but again, I don't want to speculate. I don't want to make excuses for anybody. Obviously, it wasn't an issue from a legal perspective, which is the only way I can answer. It may well have been disappointing to see and discuss now that it wasn't done, but at this point, that doesn't make it unlawful. and it eventually was caught and moved. The designation is what's my bigger concern, and the action and the resolution of the commission to designate those funds for removal. Once that happened, they were no longer to be used as part of that fund. They were now other funds.

Right. So this is the line that has been—you're relying on the line that was struck out of the statute this July, which says, excess funds used to construct such a building or structure must be designated for such purpose by the local government and may not be carried forward for more than four consecutive years.

I think that was in the prior version, not in this version.

That was struck from the statute in July, but that's— That's what you're saying applies here, but you're saying carried forward is because again, there's two, four years in here. One is this average four years from an operating budget.

The other is that it cannot be carried forward more than four consecutive years.

So if that, right. So if that 9.6 million was designated, You're saying designating is the same thing as moving it from a fund, doesn't matter if it got moved or not, it was designated. How do we still have, so we're seven years later and we still have some of that money being carried forward?

If you're looking at the fund, the building fund, there may be excess in there still that needs to be dealt with. That's a different question.

I'm looking at the $9.6 million that you're saying that was designated, even though it wasn't moved, and you're saying it's the same thing. It doesn't matter as long as it's designated. That doesn't matter where the money sits. $9.6 million was designated in 2019, and the statute says that it may not be carried forward for more than four consecutive years.

It wasn't carried forward because it was put into the CIP for use for the project. Once it's moved, once it's designated and once it's moved, it's no longer... It wasn't moved as quickly as it should be. I think you certainly would agree with you that it should have been moved immediately, but it wasn't. But it was moved timely within the law. But once it's moved, you don't have to spend it all within the four years. It is no longer part of the originating fund... where it came from, which is the building fund, and I believe that is appropriate. Okay.

So I would have liked a schedule of this so I didn't have to rely on my own going through and doing the four-year average budgeted expenses.

I think you could have certainly were happy, and I don't have it because I don't have the financials nowhere in my office, but whatever you want, if you still need anything or any commissioner, I'm sure in the manager's office would provide you whatever schedules you wished.

Okay, so I just want to be clear that it is your legal opinion that the taxpayers are completely in the clear, safe from anything, as long as we spend this $21 million on anything in the downtown, absolutely anything, because... of your 24% rule and your definition of construction, we can spend excess restricted building fund revenue of $21 million that has been moved to this 327 fund on anything in a downtown as long as at some point a building department gets built in the downtown also.

I'm not going to give a legal opinion.

That's what we're doing, right? We're spending it on soft costs. We're spending on architects. We're spending on outside consultants. We're spending on EPAT Larkin Center. We are.

My opinion is that all project payments to date are authorized by city resolution number 2024-154, CRA resolution 2024-33, the MDA, and Florida statutes. That's my legal opinion.

And your legal opinion is also that absolutely nothing needs to change about what we've been doing based on the statute change in July. The only thing is we cannot allocate additional excess revenue from the building fund to this CIP account.

I'm in agreement with that.

Okay, thank you.

Very good. Okay, I'd just like to point out if we were really concerned about taxpayer funds, saving taxpayer funds, we would not have, this commission would not have opted to go with the private financing for the city hall and garage parking structure over there. That would have wound up saving the taxpayers $100 million over time had we gone with the public financing. Unfortunately, Some of the folks on this commission did not see fit to go with the public financing option and forced us to use the private, which is going to wind up costing the taxpayers tremendous amounts of funds in the future. Further discussion. Vice Mayor. Thank you.

Let's talk about the private financing. That's a good idea. I've been asking for an update. Do we have an update on the private financing? I know that I saw in our CRA budget that we have gone from $80 million of land sales or selling of pads from now until 2030 down to $20 million. So... A private financer is going to do diligence on these financials and the financial plan in a different way than the city is when we issue the debt because we've got the... city backing it. So I've asked over and over for an update on the private financing. I even, I was provided with a letter. Ms. McKenna, I think, sent me a letter and said this is all that was required. So it was a letter, not a commitment letter, just kind of a vague letter saying, hey, we'd be interested in financing this. I called that lender and they said we haven't heard from anyone about this project since we wrote that letter. So where is the private financing?

See that civil assistance city manager once again. So we're working on the leases, and I've been updating the commission monthly on that, the draft documents for the leases, and we expect to sign those leases this month. In terms of due diligence, I do want to correct the record in terms of public versus private financing and due diligence that's followed. Whether you're doing public financing or private financing, it's the exact same due diligence. It goes through underwriting. It looks at the credit rating of the city. It looks at the project itself in terms of its long-term sustainability. So I did want to make that clear for the record. Private versus public financing, no difference. I've been doing municipal financing for almost 30 years, and I guarantee you I've gone through that due diligence process. process on several occasions, whether it's water and sewer bonds, the COPS financing for the garage, the GO bonds, and it's the same exact underwriting process that both sets of financings would go through.

So your partner, RocaPoint, was

Vice Mayor, with all due respect, allow Ms. Sybil to complete her response. She talked about a different topic. Vice Mayor, allow Ms. Sybil to continue. Thank you. Go ahead, Ms. Sybil. Answer the Vice Mayor's question. Perhaps answer my question instead of go on a tangent that is... She wants to answer your question, Vice Mayor. Thank you.

She wanted to say what she wanted to say about the project.

Let's let Ms. Civil answer the question. Go ahead, Ms. Sybil. Thank you.

And my apologies if you thought I was going on a tangent. I just wanted to clarify the record in terms of public versus private and underwriting.

But I'm not allowed to clarify the record either of what I was told. Only you are. Only staff can clarify the record.

Vice Mayor, allow people to have time to respond. You have taken ample time, and you will have ample time. Allow Ms. Sybil to address your questions. Thank you.

And in terms of, to address your question about land sales, yes, we have pushed land sales out, primarily because the project has been delayed, right? We're almost two years behind, and that's because a lot of decisions that the commission hasn't had consensus on, whether it's action or inaction. So we have pushed land sales out, but looking at land sales in one line in a 30-year comprehensive finance model for the downtown is not a fair assessment of the project. We know that the project is a long-term project. We've never said that over the next 10 years we wouldn't expect the market conditions to ebb and flow. But that movement of land sales has nothing to do with the market conditions. It really had everything to do with delays. Now, with delays in land sales pushing it out, we also look at other things. With that, it means that debt service for the project and financing City Hall is also going to be pushed out as well. I spoke about installations for the project and I'll repeat them because I've been saying this now for the last year in several public settings. We have insulated this project. We understand that over 10 years it's going to ebb and flow, but we've created a project that creates a lot of flexibility to allow the movement of things within the model over time because that's expected. It would be unrealistic not to expect that to happen. So I can reiterate some of the things we've done to insulate the project once again. We have about $35 million that we're going to set aside in a debt service reserve, as well as project contingency. So what that means, debt service, if we issue the debt by the end of this year, we actually don't start paying debt service till sometime towards the end of 29 fiscal year 2030, but we're gonna have two years of reserves for lease rent payments that are due under that lease in a debt service reserve. So realistically, I don't have to have a land sale or come out of pocket until the end of 2032 to make those first debt service payments. And again, we're being very conservative in the land sales. The CRA continues to have acquisitions that we've put into the model, and we'll talk more about that at the CRA's meeting next week. But again, that's another installation. We're constantly looking at this project. We have built into the project. We're very conservative in our escalations of land values in the project, even with tax reform. The project is over 95% commercial non-homestead uses, which is a great thing for this community right now, given the impacts of tax reform. And we only assumed a 3% growth in valuation. So even with the... looming tax reform to cap the increase in commercial properties at 5%, we were at 3% to begin with. And historically, looking at the CRA increase in valuations, they're at like 8% or something in that neighborhood. So between our debt service reserve between our cushions for abatements in the project. We have all of this flexibility to allow it to ebb and flow because, again, we never said we didn't expect there to be this movement in the model over time. I think what sets us apart is that we have a strong plan. It certainly was stronger if the commission had taken my recommendation and approved public financing, but even with private financing, we still anticipate a significant cushion for the project.

Thank you. Okay, so I'm not going back and forth with you, so I'm going to address a couple of the things you said, and then I'll be done. So number one, the market for commercial uses concerns me. We looked at the what changed with the pump recently. And there was originally office space out there, hotels. And when you talk to that private developer, they have said there is no market for that. It's not coming. There is no market for it. So this project is also relying on a robust market for certain uses that I have serious concerns will not materialize. And that risk, again, falls on the taxpayers. Number two, if we had issued the public debt, relying on the model that we had before that now has a 75% haircut to the near-term land sale revenue, there would have been debt payments due sooner. And that would, yes, I know you have reserves in there for early years, but we would still be looking at a situation where I think making the model meet the lineup with the revenue that we would need to pay the debt service would be challenging. And I'm happy to offline go back and overlay that together. In fact, I'd like you to do that for me. I'd like to see what that schedule of payments was, and I'm going to overlay that with the new revised model. And the $100 million number, also, I'm sick of hearing it. So the entire model isn't even discounted. There's no discount rate in it. We are adding up land sales and property tax revenue in their sources and uses model from 2060 and acting like that dollar is worth the same dollar it is today to get to that $2 billion number. There's no discount rate implied in it. It's done in a way that no one who works here in a financial modeling capacity would ever do without discounting things. So that $100 million number is based on some of those underlying assumptions that I I don't buy. And also, when you add it up, it's actually not even $100 million in the model you had. So there's some spin on both the $2 billion and the $100 million. My intent today is not to get into a debate about the downtown. The mayor brought up this topic, so it was a good opportunity to get an update. I appreciate that. been asking for the private financing for a long time. With respect to the assertion that it's exactly the same, your RocaPoint partner sat down with me and explained that it's not exactly the same. In fact, they can't get the private financing lined up until they're much further down the road with construction drawings and that a private lender will require much more detailed drawings and documents than this board would have required to issue the certificate of participation over a year ago. So those are my responses. I'm not getting into back and forth right now. The intent of this meeting And I don't know why you thought private financing is the intent of it or what was your comment would be about that and not anything to do with what we are here to talk about, which is the legality of spending restricted building fund revenue on this downtown project, historically how it was done, and going forward after this July 1st statute change, if we are still in compliance or have any concerns about that, that we should be considering as we go into a budget season. And that was the point of today. Thank you.

Very good. Commissioner Fessick.

Thank you. I only have a few questions. So, Mr. Berman, I also got your memo, and I read it, and the part that stuck out to me was not necessarily anything personal. I did notice that you did mention Vice Mayor's name multiple times, but other than that, what did stand out to me was the portion where you say you stand by your original opinion and determine that an outside legal determination is unnecessary. given the language of the statute and the city's exemplary budgetary practices. Given what was unveiled to us in July, where Vice Mayor had brought this to our attention, I wouldn't call that exemplary budgetary practices because the disclosure there was missing. None of us knew it. So I only have two questions related to the PACE MAYOR'S REQUEST. AND IF YOU DON'T HAVE IT TODAY, THAT'S OKAY. BUT I'D LIKE TO KNOW WHERE THE STATUTORY AUTHORITY THAT ALLOWS BUILDING CODE ENFORCEMENT FEES TO PAY THE PRIVATE MASTER DEVELOPER'S LEGAL COUNSEL. JUST SHOW ME THAT EXACT DEFINITION BECAUSE IN HERE IT'S BACK AND FORTH ABOUT CONSTRUCTION. JUST WOULD LIKE TO KNOW WHICH STATUTORY AUTHORITY ARE YOU RELYING ON THAT DEFINES THAT.

Statutory authority that defines what specific allows building code enforcement fees to pay for private master developers legal counsel Well first of all when I say exemplary budgetary practices, I'm talking about the fact that the city's won awards over the years for its budgetary and for its accounting and it's you know every financial auditing has been clean for years and those are the exemplary practices I'm talking about. Nothing was identified including this process as being in violation of any requirements. My opinion addresses exactly what you're talking about. And what page are you on? What are you talking about specifically?

I'm just asking in general. So I'm not, you have a three, five page, six page document here. I just wanna take the six pages and turn it into two or three sentences that the general public will understand.

The authority. Well, I'm not sure what it is you're specifically asking. I'm not trying to be evasive, but what is it that you wanna know?

So what statute are you relying on that allows building code enforcement fees to pay the private master developer's legal counsel?

The statute we're talking about is 553.80.

OK, so that's the one you're relying on for this particular thing. OK, thank you.

Thank you.

And then for the legal work that was performed, again, going through the original, I was shocked about the Schutzenbowen being included in this. But from the legal work that was performed, There's things, you know, calls about MDA amendment issues, revised amendments, correspondence, repair revisions. There's things here that aren't related to building. And I'm just kind of, I just picked a random one from April of 2025. But is there a way that, you know, that these invoices would somehow potentially be segregated in terms of the 24% or, you know, what point, portion of the invoice or each invoice would fall under that construction determination within the statute.

I don't believe it's a requirement. I don't know what invoice is because I don't pay invoices and see invoices from Schutzen-Bowen and from others. Schutzen-Bowen represents the developer, obviously. Bills and Sundberg represents the city. Those are the two, by the way, top firms. If we hadn't used Billsen, I would have utilized and recommended Schutzen-Bowen. The developer happened to be utilizing them first. In terms of payment of the invoices, first of all, I think Billsen, I think the developer gave us about, I think it was $100,000 toward our legal fees as part of the agreement. So some of that money we've gotten already from the developer to use to that, and I want to point that out for the public's knowledge. Number two, most of the payments and fees have been, lately have been, because we've had to go to the private financing and not the public financing. So these were developed later on. A lot of the additional fees were also developed and necessitated by inquiries from the commission and additional work that we've had to do to answer questions with regard to the project. But I'll let Ms. Sibyl answer that. The question's really more of a financial nature.

Thank you. I just wanted to clarify another point. One of the things that you'll see those payments for as well is obviously Roka's acting as our project manager for our civic buildings. So think of it this way. If we were building a community center, and we had a GC and they had a lawyer reviewing all of their agreements. Ultimately, that fee gets passed through to the city through what we pay that contractor. No differently, we hired ROCA to project manage our civic buildings. That meant that they oversaw everything from A to Z, inclusive of preparing the solicitations for each of the civic buildings, reviewing the responses, drafting all of the contracts for the architect, for the general contractors, et cetera. all of those costs are in relation to our civic buildings, which their lawyers have to look at because those agreements are between ROCA and those general contractors and consultants. But regardless of that, there are civic buildings. So it makes sense that those fees would be passed on to the city. So I just did want to clarify that for the record.

Thank you. So that's not to do, sorry, Ms. Sybil, I probably have a few more questions for you. So that particularly is used not necessarily for building permits, but for the actual contractual agreements or amendments needed to work on the project.

Well, as Mr. Berman has already pointed out, all of the expenditures are comprehensive and legal in accordance with 553.80. So I'll defer to them to answer any legal questions in that respect, but all of these soft costs and planning costs has to do with the downtown project. And Mr. Berman has already addressed that question for the record, but I'm sure he'd be happy to repeat it.

No, that's okay. Thank you. What I am curious about, because it wasn't in the backup, and I did ask at the last meeting, was related to how much total we have spent with both Bills and Sundberg to date and with Schatz and Bowen to date. And then if there are any open invoices or any sort of expected costs that are coming. Do we have anything that's encumbered? I'd like to know what the total is from the time that we first engaged them for this particular project. or the first time we paid out. I want to know the two totals for those, please.

So you do have all of the draws, which do include the Schutz and Bowen payments. So you can go through those and get that amount. I'll be happy to get you the bills in total from finance.

And that Schutz and Bowen is completely current? I think for the sake of the public, if you wouldn't mind, when we go through, I guess, additional questions, if you wouldn't mind just getting those two numbers for us for us to basically put it on the record, I would appreciate that. I do have a couple other questions related to the financing. And since it was brought up by the mayor, I want to address it here. Before I even start there, Mr. Mayor, I brought up at the last meeting, and I was very clear when I said that I did not want any of us to be disrespected or interrupted again, and I would not be putting up with it. And Mayor, I would please ask you to remember when other people are speaking, it is not okay for you to interrupt and to change things and to try to interrupt them while they are in the speaking. If they have the floor, they have the floor. She was not being disruptive. She was asking a question. If she felt like she was being spoken over, that is not for you to determine. That is for her to determine. And she did try to have that conversation. It's not your role there. So with that said, related to the $100 million number that we keep hearing about over and over and over and over and over again. I've also run some of the things through past different professionals that I know, and it's a number based on a percentage change of a number that's arbitrary. It's guessed. Can you tell me for sure that 100% you're not going to spend one penny more than X, Y, Z? I mean, 5% and 8%. Anybody can take that 3% and do the math. That makes sense. If I remember correctly from reading through the MDA, maybe you can confirm this, at the same time as the MDA was executed, that set forth in the MDA specifically the time clock where it was either public or private financing. So both avenues of financing this project existed at the same time. So essentially, 26 months later, while we're going after the public financing option because it's preferred, can you find out for me, or I'm just curious, did the developer start that process of private so that we could actually look at things as a true apples to apples comparison? Was that done? Where is the developer with the private financing 26 months down the road?

So we did provide a commitment letter to the Commission back in 2024. We're working through that process right now with the developer. But what that commitment letter did was the developer committing to staying within that $12.9 million annual rent cap. And within that, He looked at the 20-year treasury yield at the time. He added a spread, because typically in private financing, it's not just that yield, but you add some kind of spread, whether it's 1.25% or 1.35%. So I laid out how all that was calculated comparing the two. So that's where the $100 million came from. Obviously, rates have moved. and not a positive direction as it relates to the 20-year treasury yield compared to the 30-year municipal index for public financing. So that's not good for the model. We do have abatements in there to build in flexibility. I will tell you, it's not arbitrary. If you have any financial professionals you want me to sit down with, I know I met with some of yourself and some professionals a couple of years, maybe last year sometime, I'd be happy to have that discussion with you again. It is not arbitrary. That is just the reality. It could be $100 million, it could be $110 million, it could be $80 million, but it is going to be a significant difference. That's just the reality.

Okay, I understand that, and thank you for that, but that wasn't actually my question. My question was, what did the developer do in the process? While we were pursuing public financing as an option, was the developer giving us an alternate path by pursuing private financing options so we could truly look at the apples-to-apples comparison when it was brought before the board last year? Yes. Why are we, and why, and so, all right, so you're saying yes, they did? Mm-hmm. Okay, and so one of the things that I mentioned last year many times was that every one of our votes, or every one of these, was that I felt like there wasn't enough information, that if we were to take the same amount of information that we provided to us to a bank or to a lender, they were going to have heartburn and ask for a whole lot more. So could you list for me, or could staff list, and if you don't have it now, that's okay. I would like it to be provided to us all, the documents that federal securities law would have required for a bond issuance on the civic compound, and then identify which one of those documents was in the legislature backup, if any, at each of the votes that we took on financing.

I'm not sure exactly what you're referring to, but what I can tell you is back in 2024, I personally, with the team, met with three underwriters for public financing. They were all very excited about the project. They've been knocking down my door since then. And also, ROCA provided a commitment letter from a lender to securitize the private financing. So to believe that this project is not bankable, depending on what side of the hour on public or PRIVATE FINANCING, THAT'S NOT ACCURATE. THE MARKET WANTS THIS PROJECT. THEY SEE THE STRENGTH OF THIS PROJECT. THEY LOOK AT THE MODEL FOR THE PROJECT. THEY UNDERSTAND THE MERITS OF THE PROJECT. THEY UNDERSTAND THE ESSENTIALITY OF THE PROJECT IN TERMS OF THE CIVIC BUILDINGS TO THE CITY. AND ALL OF THOSE THINGS ARE LOOKED AT IN ADDITION TO THE CITY'S CREDIT RATING. SO, I MEAN, THEY DO LOOK AT ALL OF THOSE COMPONENTS. AND THAT'S WHAT I'VE BEEN DOING FOR THE CITY FOR THE LAST ALMOST 30 YEARS. SO I'VE GONE THROUGH THIS SEVERAL TIMES.

Okay, thank you. And I don't discount that a lot of people would find it marketable because they'd be making whatever percentage on their money. That's not the question I asked. I asked about...

It would be assuming a risk if they're securitizing the debt. I'm sorry. Okay.

So the question I asked was more so about the documents provided. So obviously if you're in... in conversations with underwriters and you're providing them certain amounts of information, did they get the same exact information we got in the legislature backup? They did. Or was there any additional information provided?

No, they got the exact information. The finances for the project, we went over all of the merits of the project with each lender.

Okay, and should they have decided to move forward or should we have decided to move forward with them, would the information you provided at that point in time the decision was made be enough for them to take that and get a a green check mark listed in their offices, do you believe?

Yeah, in addition to having the construction drawings, as the Vice Mayor pointed out, which we're very close to having those right now.

If you wouldn't mind, the federal securities, when you bond issuance, there are certain documents that you have to submit with that, correct?

They're offering statements and preliminary offering statements, that's it. And you saw all of that in the backup last year.

And then you did say that the developer did engage a lender from the beginning. And so what is the holdup for the 26 months? Is it just the construction drawings?

The construction drawings were the main thing. And obviously, last year, we spent a lot of time having workshops that requested the commission. We went back and forth on whether or not public financing versus private financing. We had about six meetings discussing that. So that has also delayed things. OK.

Was that, were those fees for the construction projects, were they taken out of this fund we're discussing today?

What construction, what fees?

The fees related to, you just said the developer needing the construction drawings done, all that stuff, is that coming out of the fund we're talking about today? Yes. Okay, so those soft costs are what you're referring to specifically with RocaPoint as part of the MDA, and this came out of this particular fund. All of it, or 24%?

All of the soft fees related to the downtown. Okay, thank you.

Can staff, and again, I don't expect you to have this today, but I would like this within the week if possible. Can staff produce a complete accounting of outside legal spend on MDA negotiation, post-signing legal support, and then identify which portion was applied to researching, drafting, and the delegation of authority? I mean, I know I've seen Bills and Sundberg invoices that had some of that. I know I've seen some of this from Schutz and Bowen. But I'd like to see a little bit, instead of just getting the invoices and having to go through them myself, I'd really like to have staff come with a little bit of information with us, giving us the total number, how much was spent, and just a timeline. And explain to us the process. Walk us through. Help us to understand what we're seeing in the invoices in your own words, as opposed to in our own heads when we're reading them and we don't have any inside information. You guys were the ones working on the project. and I would like to hear it in your own voice to give you an opportunity to share with us how things arrived at those conclusions and why those choices were made. Like I said, I don't expect you to have it now. If you'd like to comment, you can.

I'll provide you the invoices and an overview.

Okay, and I would like that, to be fair, since I did ask for everybody who was part of the group that were crafting the MDA and crafting the finances and who's here to defend it somewhat, I would like everybody to weigh in on it, and I would like that to be a comprehensive point of view.

I'm not sure what that means.

Well, I feel that I had asked very specifically to have people who in the room and to to be here to answer these questions that we might have so we don't have to come back and forth to be prepared the information that you did give us it has shots in Bowen and it has Roka Point but it didn't have everything that we had talked about and we specifically to Vice Mayor's point where she was asking questions think we needed a little bit more based on what we discussed and I think that for whatever reason and I'm not going to assign blame or anything like that We've got the crystal light version of a lemonade today.

I'm not sure what that means.

It means it's sugar-free and it's not as good.

Okay.

It doesn't have any fat, calories, any of the good stuff that everybody wants. And I think we just need to have a little bit more depth because the residents, and we have to, since we have to defend it and we have to stand by it and we have to make sure we're applying Florida law and Florida state law and make sure we're doing the right thing and making the right choices, We need that from you and from staff, Mr. Harrison. We need you to direct staff to do that, please, so that we can be fully informed and be able to turn around and inform our residents and make decisions that are well vetted. That's all, thank you.

Commissioner Fessick, you're finished? Okay, because Ms. McKenna, you wanted to.

Yeah, I do. If you want the consultants that worked on the legal documents for the MDA to come and respond to questions, That's an expense that the entire commission needs to weigh in on. That's not something that can come from an individual commissioner. The MDA has already been executed. There's no basis for revisiting the MDA. unless you want to move to terminate the mda and then take a different direction but at this moment in time the we're we're way down the road on the mda and so asking the consultants how they got there why they got there is of no consequence because at the end of the day You have the contract. You have everything related to the contract from the date of its execution. And if you need something other than that, this commission needs to vote on that.

Thank you, Ms. McKenna.

Thank you.

I'd like to respond.

Commissioner Fessick.

Thank you. So I agree with you. The MDA is, as we've said many times, we're obligated, obligated, obligated by the MDA. But we're not talking, I'm not talking about bringing the MDA back or trying to find a way. I'm not talking about any of that. I'm simply saying we're trying to understand the money that was spent, how it was spent, how it applies to Florida Statute 553.80, and whether that does actually constitute construction costs or not. So that's the reason why I'm asking for the determination. It has nothing to do with trying to terminate the MDA or get out of the MDA. It's just for an understanding of, where the money was, how we spent it, and how it applies to what we're discussing today. It has nothing to do with anything else.

It sounds like you're asking for an independent...

Thank you, Commissioner Fessick. I apologize. Ms. McKenna, go ahead.

It sounds like you're again asking for an independent legal opinion as to whether or not the city complied with 553.80. That again will take a motion of the entire Commission as mr Berman pointed out in his memo because you're talking about taking taxpayer money to hire a lawyer to come in and Tell you what you've already been told which is that the city has complied in every respect with 553 80 you have copies of all of the documents available to you that you need to see how and when the money was designated and how it was spent. So if you want some lawyer other than Mr. Berman or me to come and answer questions, the commission needs to vote on that.

Very good. Thank you.

Mr. Berman, I have a question.

Commissioner Fessick, you'd like the floor? Go ahead.

Mr. Berman, so I have a question related to our procedures and policies as a city commission. When a motion is open on the floor and we discuss the motion and everybody has things that they would like to see as part of that motion to be included in something related to a meeting, then we all vote on it and it passes and we have the meeting or the meeting is then held. So I think in this instance we had a motion but we didn't need necessarily to make a decision because it was two people requested this meeting. When we discussed everything, when setting up the meeting appointment, Would that be something that if what we had requested was not going to be provided, you would expect or one would expect that either the city manager or yourself would inform us of that prior to this meeting? Or the city clerk, perhaps? I'm not sure who would be in charge of that. We expect to be informed that one of those things that we requested would not be a part of this meeting?

First of all, I'm not sure what you're specifically referring to. You're saying something you asked for you didn't get. I don't know who you asked.

At this dais, I asked very specifically that I would like to have everybody who, I asked who was part of the management team, creating the MDA, and got a list, and I said I would like to have a representative from each person at our meeting so that we don't play the game of telephone, answering questions or having to go back and forth, that everything would just be easily accessible we could just put all of this to bed by answering questions pretty quickly. So that was what I had asked for. And then the mayor and Ms. Sybil got a little bit of heartburn, I think, about the potential costs. But we spent, Vice Mayor, remind me again, was it $21 million in this fund? $21 million that's just kind of gone out the door and is being spent. And we're worried about a morning's worth of legal fees or travel fees. I think that that's a little bit short-sighted. But I just like, that's what I'm talking about. I'd like to know whose responsibility does that fall on for that, something we've asked for to not be provided?

whole first of all two members yet can call a meeting and that's why we're here that's what you've done in terms of asking for something special it's going to cost the city money in the taxpayers money we want the entire commission to weigh in and make that request before we go out if we had a room full of experts here uh... we'd want to have a motion and the commission requesting us as a whole to bring these experts in at significant, potentially significant cause, because they're hourly, as you've indicated, is pretty hefty, before we do that. Our goal here today, I know for myself, was to answer the questions to the best that I can that you have legal questions. If you have other questions that were not answered, if you give them to the city manager, if they're legal questions, give them to me and we'll try and get you the answers. There's nothing that we want to hide, but in terms of one commissioner saying I want this and I want you to do it and I want you to do it within this time, That's one commissioner. We represent, I represent, certainly the commission as a whole, and certainly want to make every commissioner individually happy in terms of getting the information they want. But if it's something that's going to cost money and you're going to fill a couple of seats with experts who are getting paid by the hour, that should come from the commission. before we start spending the money and you'll see those bills. So if for purposes of this meeting, let me just conclude that if there's something that you still need, either get the city manager the information and he'll get you the financials or if there's a legal issue that you still want additional information, I'll get it to you if there's something that I already haven't provided or if you wanna make a motion, Make a motion and have the commission direct me, and I'll have others here to evaluate whether it's my opinion or something else. I'm happy to do that.

Thank you. I appreciate that. So just to be clear, the two individuals that we're talking about specifically that would cost us an additional high dollar amount would be somebody from CBRE, the representative from CBRE, and a representative of one of the attorneys from Bills and Sundberg, correct? Correct. Well, that was what I had asked. So those are the two that I remember on record, I think, were talked about their hourly rate or travel expenses. Are those two the ones that you're referring to?

Yeah, I don't know. I'll let you answer, Suzette, because I didn't get the request, so I don't know what was specifically asked for. I don't think CBRE is actively involved, certainly not with 55380. That's for sure.

Well, it was more so related to, we were discussing this, but it was more so related to the MDA and being able to answer it.

Thank you. There's a question for Ms. Zibler.

Suzette Zibler, Assistant City Manager, once again. I THINK IN ADDITION, THE WHOLE POINT OF THE MEETING TODAY IS AND WAS SUPPOSED TO BE TO DISCUSS THE USE OF THE BUILDING PERMIT REVENUES. THE CONSULTANTS HAVE NOTHING TO DO WITH THAT, RIGHT? THEY DID NOT AUTHORIZE THE CITY TO USE THOSE REVENUES. THEY DIDN'T MAKE THE DECISION TO USE THOSE REVENUES. THEY'RE SIMPLY MOVING FORWARD WITH THEIR OBLIGATIONS UNDER THE MDA. OBVIOUSLY THE LEGAL DEPARTMENT, CITY STAFF HAVE MADE THAT DECISION THAT THAT'S AN AUTHORIZED USE OF THOSE FUNDS. SO AGAIN, THERE WAS NO REASON TO HAVE THE CONSULTANTS HERE TODAY. because that was not the point of the meeting today. They had nothing to do with that subject matter. So I did want to say that. But you are right, CBRE is a consultant. Is that your question?

No, actually, thank you for that. But that, again, didn't answer my question. My question was determination, Mr. Harrison, perhaps. When it was brought up in the meeting, wouldn't there be a line of communication open, that if I made a request and you decided to not honor that request for whatever reason, even though it seemed as though that was going to happen while we were in the meeting, some sort of information would have come our way to let us know to not expect that based on either costs or some sort of determination, again, communication?

If that information was available, readily available through any of the city departments or my office, We would be glad to give it to you. What exactly are you talking about?

The only thing I'm talking about is who made the determination to not bring in somebody from CRBE or Bills and Sundberg and invite them to this meeting for the morning after it was asked for in the last meeting to have somebody, a representative, be here? And if there was a cost associated with it, who made the determination, and then why wasn't it conveyed to us as a whole? That's the question.

Because it didn't have anything to do with this meeting.

It did, but it did when we were bringing it up and we were talking. So you could have said that in the meeting or somebody could have said that in the meeting at that time.

Not? Very good.

I'm not done yet, actually. Thank you. One more thing. So CBRE and Bills and Sundberg, we've established that those are the ones that would cost high dollar fines. So you made the decision to not have them attend. Fine. But I also asked for our consultant who was part of this to be here to help answer questions as well. So that obviously also didn't happen. So that would have been somebody who was paid on both the city and the CRA side of things to be doing and very much involved in this project. And I would have liked to ask questions directly as well. So again, Mr. Harrison, communication is everything. Thank you.

Mr. McKenna, it looked like you wanted to, you got the floor.

I just want to make sure that our record is clear. When the special meeting topic came up, and I went back and listened to the meeting to be confident about what I'm about to say, the special meeting was discussed. And then Mr. Berman was asked to clarify the subject matter of the special meeting. And it was business expenses related to the downtown. And so as a practical matter, if there was something else that anyone on the dais wanted as part of this special meeting, it had to be a motion by this body. to do that. Otherwise, it was just, we're going to talk about the business expenses of the downtown, which is exactly what we've done. And so it's just very simple. There was no action taken by the commission to say, we want CBRE, and we want Bilzen, and we want other folks to come in and talk about the MDA. That was not... There was no motion to do that, so there was no need for Mr. Harrison to say, I'm not doing that, because he didn't get any direction from this commission to do it.

Very good. Thank you. Thank you, Ms. McKenna. I see Commissioner Perkins in just a moment, but first I just want to comment on Commissioner Fessick's assertion that I should not interrupt anyone on the dais. It is my responsibility as mayor who runs the meeting to make sure we maintain order. And as part of that, that means letting people speak when they're recognized. And unless some members of this commission want to overrule the chair, then it's my job to do that. And I will continue doing that whenever it's necessary. WITH EVERY MEMBER OF THIS COMMISSION. THANK YOU. COMMISSIONER PERKINS.

DO NOT INTERRUPT ME. WITH THIS DOWNTOWN PROJECT, WE ARE BUILDING, SUPPOSED TO BE BUILDING THREE GOVERNMENT BUILDINGS, IS THAT CORRECT? building three government buildings. Correct me if I'm wrong, the city hall is approximately 70 million, approximately? Yes. That's correct. Yes, okay. And the parking garage is approximately 18 million? Correct. And what is the cost for the new E. Pat Larkin Center? I believe it was 10.3 million.

10.3?

Okay, so how many, approximately how many consultants do we have for this project right now? Working on this project, the downtown project.

I'm happy to go through and count and let you know.

Okay, do you know any of them right now at the top of your head? Consultants, this project?

Well, that's CBRE. Well, CBRE is not active right now. They haven't been for a while, so they're not getting paid currently. So they're not active, but they were part of the team initially. RMA, which you're well aware of. Keaton Associates is doing surveying and engineering work for the project. And Kimley Horn is doing some work also for the infrastructure.

Okay, so can you give me approximately how much have we paid the master developer so far since I think this passed in 2024?

I'm not sure. I mean, I provided all the draws to the commission five weeks ago. That information is in there. But if you want a total, it's about 5% of each of those numbers. from June of 2024 through current would be the math. Okay. If you take all of those numbers, I just rattle off for you and just take 5%, but then you'd have to take a pro rata share from June 24 to current to get the amount. Right. So do you have any idea how much we're paying the master developer monthly? Monthly it's 137,000 to project manage the civic buildings. So it's 137 a month to do all of the things I mentioned in terms of drafting the solicitations, fielding all of the bids relative to all of the civic buildings, and all of the environmental review for all of the properties out there, platting, zoning, anything they're working on relative to the downtown for the vertical. I call it the built-to-suit. Anything relative to infrastructure, which is the horizontal, which is anything to do with stormwater, water and sewer roads, that's on new inside of the ledger, and that's $70,000 a month. OK, so right now you're saying we're paying the master developer 137,000 a month all into about 210,000 between city and CRA to manage all components of the downtown project. Everything they're working on, which they had presented to the Commission last year in a PowerPoint slides and slides of all of the things they've been working on since June of 2024.

Okay, so does the master developer, do they give you or staff or someone a performance report as to what they're doing or what,

They do. We talk multiple times a week, and we meet once a week to go over all aspects of the project. And I also provide a monthly status report to the commission, which comes from the developer as well.

So the performance report you receive in writing from the master developer?

Right. It's pretty much what I send to you every month. What you send to me every month means nothing. I mean, it's just... I'm just letting you know that's the same report they provide to me that I'm providing to you.

Right, because what we asked for here on the diaspora is to, what I asked for is to give me a report of what's going on monthly with this project. And it appears that the report is just giving me something. And it's just no details or anything. It's just throwing something out there to say I gave her something because she asked for it. And there are a lot of questions regarding that. I do receive something monthly. It's really not a lot of information. It's not detailed. It's just saying that you gave me something pertaining to the downtown.

We did meet, and I tried to modify the report to make it more plausible for you. Certainly, if you want additional information, you can let me know anytime, or Mr. Harrison, and I will provide it.

I would like for it to be a lot more detailed. than what you've been sending me. I get it, and it's just not enough information.

Well, tell me specifically what you'd like to see. That's what I'm saying.

Send me everything in details. If you're having a meeting with the master developer, I would like to see more details on what that meeting was about, basically what you discussed and how do you plan to move forward from there.

But that's what the report is monthly, so I'm not sure it's specifically.

No, it's not that monthly. Okay. It's not that. So my last question is, have we sold any pads as of yet?

We have not sold any pads yet, no.

But is that something that the master developer is working on? It is. So what is the delay for selling the pads? Do we have to have the private financing in place before we do that?

No, not at all. I mean, right now we've been working on some environmental review of the area and preparing all of those pads for maximum valuation, but I'll let Mr. Tran also jump in.

Good afternoon, New and Trans-CRA Director. A lot of the issues with the pads are some title issues, because this is an old area. We are platting a big part of it, and platting process takes quite a while. There are some utilities that are in the way that we have to relocate or abandon, and as some infrastructure like the water, sewer, drainage that we're coordinating with our utilities department. So there's a lot of things in there, but mostly planning is a big one.

This last question I guess would be for Suzette, or the city manager. The city hall, the parking garage, and the E. Pat Larkin Center, is that gonna come before us to vote on as a commission?

The Larkin Center design will.

Why the e-Lark? Why is it the e-Larkins?

Because the MDA requires the commission to approve the design for the Larkin Center, just like you did for City Hall in the garage.

Okay, so do you know when that will be coming before us?

Sometime early next year, perhaps once we're done with the outreach process. Really next year, meaning January? Sometime in the spring. I don't have an exact date for you, so I don't want to commit to January.

Okay. Okay, so before you, Mr. City Manager, before you place the E. Pat Larkin Center on the agenda to be voted upon, could you please let me know before it's printed on the agenda?

We would also meet with each of you individually before that happens, too.

Okay, great. Yeah. All right. Thank you. That's it, Mayor.

Very good. Further commission discussion? We've got Commissioner Fessick, then Vice Mayor Fournier.

Thank you. I just have one question related to E. Pat Larkins. Ms. Sybil, who makes the determination? I know that we're having public meetings right now related to what the public would like to see there. what amenities they'd like to see as part of the renovations, and the multiple sites that are selected, if you will, by the MDA team or by the development team are being considered at the moment. Who makes the final determination of where the new Lee Pat Larkin Center will be situated?

So we'll be getting input from the community, but ultimately it's the commission's decision.

so that will be before we get to the design process that will come to us as a decision related to where the pet larkin center is is situable is situated it would be in conjunction with the developing the design okay um i know that in my i guess this is more of a for the attorneys The City Hall design, the way that that was presented, an A or B choice, I want to make sure I put on the record that I do not want to see an A or B choice listed for the design of an E. Pat Larkin Center. I would like it to be worded correctly, where it's not just about you choose a design and the location is chosen for you. The location needs to be a standalone conversation in the design process. and then of course be applied that way but it should never be again the way that it was situated for City Hall that was inappropriate in my opinion and I don't want to see that again and I don't know if we need to make a motion about that but I will if it comes to it but just know that in the future when when and if I'm sitting here when that that does come to pass I don't want to see that from this seat or anywhere else it was it was uncalled for I believe so that's something that we need to make sure that we address to make sure we're actually listening to the residents and making the decision for them that is applicable.

Thank you. Can she repeat that again for me? Excuse me.

I want to make sure that the EPAT Larkins design, where the site is going to be located for the new EPAT Larkin Center, that is a separate item from design, and I do not want the design choice. So that is a separate agenda item, number one. And two, the design choices, when we are tasked with picking a design, that it's not treated like a toddler where you go, would you like to wear your red jumper today or your blue jumper today? That is not appropriate for the amount of money we're spending, which you said 10.3 million for the redesign and the rebuilding of the Pat Larkin Center allocation. That requires more than just an A or B choice. Thank you. Okay, thank you.

Vice Mayor. Thank you. I wanted to address a couple things and then bring it back to where I started on this. So this commitment letter keeps coming up. So when we first entered the MDA, one of the requirements was that the potential partners provide this commitment letter. And they did that. And it was from 2024. And it's a maybe one or two page letter that says, hey, we're willing to loan you the money. We're interested in the project. We're willing to loan you the money. The way to think about it is like a pre-qualification if you're buying a home. Like it's just a kind of a vague letter that says, hey, they're qualified. And since then, there's nothing. So imagine if you were buying a home, you had a vague pre-qualification letter, and then you've been here for two years with this house under contract saying, hey, what's the update? Are you with the same lender? Who are you talking to? And there's been no update. And that's been my frustration with the private financing. So I actually did go back and call that initial lender to see, hey, are they working with them still? Like you would call on a pre-qualification letter to say, hey, have you been working with this person who's buying a house? Where are you at with underwriting? What's going on? And that private lender said, no, I haven't heard from them since we sent that letter. So obviously, they're not working with them. I'm sure ROCA is working with someone, but this is my question. In any other transaction, you would be asking for and demanding updates along the way of how are those conversations going? Who are you working on? What are the gating items? What are we looking at? And every time I ask for that, the answer is they're not obligated to give us anything else besides that letter that we got in 2024, which they're no longer in contact with that entity. So I have had frustrations in getting updates on the private financing because the answer is they don't have to provide any update. All they had to do was give us that letter. So that's one issue on the private financing. There was something said about the MDA and legal agreements. And in the invoices, it is clear that we are paying for negotiations of potential community benefits. That was one of the invoices from Schutz and Bowen, I think. So, again, the building, excess building department revenue, which can cover anything in this project, is also covering legal fees for community benefits or potential community benefits modifications to the MDA, which surprised me. And then lastly, the exemplary budget as the rationale for not needing an external legal opinion bothered me here also. And that's not to say that we don't have clean audits and an amazing finance team, but there have been a couple issues along the way here. And I didn't point it out earlier, but one of the other things that has happened is this money, when it was transferred, into the CIP fund, it went into a construction line item because this was for construction. So our CIP funds have a construction line and a design line. So we separate construction and design even in the CIP funds. This money went into construction because it's for construction of a building. In the budget adjustments that we get from the city manager's office occasionally, $6 million was transferred from Well, what we were sent was a document that said $6 million has been transferred from design to construction. Even though the money was in construction, it was actually transferred to design. So what we were provided was inaccurate also. So we were provided an inaccurate budget update reconciliation for what's happening with this money relative to construction and design in the CIP fund. And that bothered me also. in combination with this 9.6 million not being moved for four years shows me that there have been some outliers or anomalies here with the timing of how things are done and what has gone on and whether there is a difference between design and construction and the intent of that in the CIP because the budget adjustments we got were wrong. So I still stand by my request that we have an outside legal opinion on this. I know this dais won't agree with me, so I'm just going to put my opinion out there. I believe that to protect the people of the city and have confidence going forward in how we're dealing with this, I would be much more comfortable with an outside legal opinion who looked at all of this and validated everything we've done and validated going forward that we can continue to spend this 24% on any and all costs related to soft costs, consulting costs, legal costs on MDA, community benefits. All of that is allowed under this statute. So that would give me more comfort. I am not going to make the motion because I know what will happen here. The rest of my colleagues are completely comfortable with whatever we're told here, even though there have been some Accounting or some you know transfers that occurred that were documented backwards to us There was a resolution to move money that wasn't moved and then we have this statute change So that combination of things I think warrants an end the 21 million dollars the large amount of this money I think warrants just a simple outside a legal opinion, but that is just my opinion. Thank you. I think you should make the motion I will make a motion to have an outside legal opinion look at all of this that we have discussed today and determine whether we have been in compliance with statute 553 and whether our plan going forward keeps us in compliance with the statute. I second.

Motion then moved and seconded by Vice Mayor and seconded by Mr. Fessick, I believe, or?

Either both of us, it doesn't matter.

Or Commissioner Perkins, or both of them. All right, there's a motion on the floor. This is a public hearing. Any input from the public on this item? Please come forward. Just name an address for the record. This is on the motion to hire outside legal counsel. As has been outlined by our vice president.

Sarah Peterson, Carr City. About how much money is this going to cost to get legal? What's that amount? An outside legal opinion.

Undetermined.

What's the running rate for it?

It's undetermined. Mr. Berman, do you have an opinion?

Do you want us to hire a really good lawyer? The rate would be about probably $300, $400 an hour.

$3,400 an hour. And about how many hours do you think it's going to take to give this assessment that is being axed?

You have an opinion, Mr. Broom?

Probably there's a lot of material to go through, 10 hours at least, minimum.

$3,000 relative to 8.6. Okay.

Okay. And my question is like we always, you know, this board, and one thing I'm going to say is, You know, I grew up when everybody got in trouble when one person got in trouble. So you guys are perfectly okay spending as much money as possible going back. But you have a timeline of how far you want to go back. How about we go back even further, 30 years? Let's look at those books. Let's look at what was happening back when Pat Larkins was on this board. Let's look at all the money that was spent, where it was spent, who was involved. Y'all perfectly okay with using money going back, but you question money moving forward and progress for our community. Hey, you're going to do what you want to do with it anyways, but I just have a problem with you guys constantly wanting to go backwards and then talk about progress and helping the community. It's bull crap at the end of the day. Y'all just wasting time. And can I ask you a question about headphones? Sitting up here, is that right, to sit here with headphones on? Like, I would question if I'm somebody, is somebody in these people's ear saying stuff? That's my question as a resident.

You're talking about my hearing aids? Yes. Do you have headphones? These are hearing aids. Is it right for me not to hear what the commissioner has to say?

Mr. Berman, nobody can hear you because your microphone isn't on.

It's on. These are hearing aids, not headphones.

Okay. What about you? Headphones. You put headphones in your ear? If you put headphones in your ear, I will question if you are listening to the people or... Okay.

She's got earrings. This is on the motion.

Okay. Well, I'm putting it on the record. Headphones on his diets. I'm questioning sunshine law violations at this point So yeah, I want to make y'all want to put that on the bracket and make sure I'm questioning the board Everybody ain't end of it. I called the attorneys out not the Commission.

Very good.

Thank you further further Commission further input from the public gentleman here is he with the TV station that's recording I

I don't know who he is. As far as I'm concerned, he's a member of the public. I have another question. I hear a beeping. Further input from the public.

It's distracting. Is there a beeping coming from over there? Feels like high-pitched. The high-pitched, yeah.

Further input from the public. But I'm deaf, so.

On the motion. I'm not. Okay, Delvin King. According to Darlene Smith, I don't live in Pompano. They don't know where I live at. So I guess I don't have to say an address. It seems like y'all let certain people just take control of your meeting. I mean, you don't hold them accountable. They're able to ask people questions, so I'm going to ask the commission a couple of questions, and I hope to get answers. So we don't want to spend a little money to make sure the money is, we were spending money legally the right way. Is that what we're saying, Mr. Mayor?

There's been a motion to hire outside counsel to review the matters we've been discussing.

So do you, Mr. Mayor, think that that is a good option that we should do? This is time for public input. I asked you a question. Just like Sarah asked the question, do you think that that's best for us to do?

Mr. King.

No matter of fact, I'm sorry. Darlene, do you think that's the best thing we should do? We'll be taking those. You just stand here. You just sit there. You don't say anything. But you both represent the residents of District 5. So do you think that's the best thing we should do? Did Barry Moss not tell you, give you the answer to this question? We'll be taking a vote in just a moment. Did Barry Moss not give you the answer, Darlene? You waiting on Barry Moss' answer? He ain't text you yet? He ain't up yet. He a little drunk from last night. Okay, thank you. I do not rely on anyone. Oh, you don't? You don't? At the Costco's meeting, you couldn't even give a speech because you couldn't give your own speech off your head because Barry wrote it for you. Anywho, she went off topic. I went off topic, too. So I think that this is the best thing we should do to make sure the money is secured, to make sure the money is we're spending correctly because we got certain people because I think financial literacy was very important to you, correct, Ms. Civil? Okay, yeah, you're going to look crazy. So if that was so best for the city, why didn't you put out an RFP to bring in another company? But that was just for your home, the money was only for your home, girl. Why didn't you put out RFP? Mr. King. To find another company. Please. If it was so important to Pompano, why didn't we give it to somebody else? Can't answer that, can you? But we could talk about headphones. We have a discussion about headphones, right? You going to answer any questions? Mr. Mayor Darlene, you going to say any questions you were about my address? Darlene is you going to say any questions? Yeah. Barry ain't tell you what to do. Anything else? You ain't gonna answer the question, right? It's your time. Mr. Mr. King. Okay. I'll just sit here and look at you for the next 25 seconds. Sure.

just as ignorant as you. Further input from the public. On the motion to hire outside counsel.

Good morning. Absolutely not. I disagree to hire anyone outside what we already have in place. We already paying the consultants to do a job. I don't know why anyone on this commission feel like that we should encounter any other fees. You know, we already fighting with the public financing, which is no longer. We got to deal with private. So absolutely not. And if staff is providing a report, a monthly report, if anything additional is needed, out of respect, we should meet with staff and get the information, what you requesting. Because when we get here at the dais, some of these things could have been asked and put in place before your arrival. And therefore, You don't have to waste our time. We be here for hours, you know, with the fighting back and forth. So no, I do not agree with hiring any outside consultants, encounter any additional fees. We paying Attorney McKinnon, Attorney Mark Berman, We have an outstanding staff. And I think enough is enough. Let's move forward respectfully. And if anyone needs any additional information, as Ms. Sybil stated, she'll provide it. If not, the city manager will. And let's move forward. And also, when you got an earpiece in your ear and they'd like to speak about us, We think it's disrespectful to be on the commission to wear earpieces, and that's what I got to say.

Just name an address for the record.

No, I will not, Mayor. Not as being a threatened witness, I will not provide it.

Good. Further input from the public. Seeing none, public input closed. Commission discussion. Vice Mayor and then Commissioner Fessick.

Thank you. I want to respond to the comments made by Ms. Peterson. I agree that we shouldn't be looking backwards, and that's not the intent of my motion. The intent of this meeting and the intent of the motion are to protect the project also going forward, the source of funding, and to ensure that we are solidly on legal ground and externally have that validated, that this source of funds can be used going forward the way it has been for any kind of soft costs related to design, consulting, legal, for any part of the downtown. It is really to protect us and the taxpayers and the future of how we're doing this. Because if that came back as an issue, then we need to huddle and regroup and ensure that we are doing things appropriately. So for me, $3,000 in the scope of your $2 billion project is absolutely nothing. And in the scope of the invoices I've seen, the meals that consultants are having, $3,000 is a bargain. for us to have an external eye look at how we have been using this money and to let us know if there's anything that needs to change given that the law changed on July 1st. And I firmly believe that that would give us all the final information we need on this topic to move forward more confidently as we budget and think about the funding going forward. Thank you.

Commissioner Fessick.

Thank you. So I would have to agree. It's about answering questions and ensuring that we cross all our T's, dot all our I's, and have someone check our work. And that's determination is one thing, but as we've often heard Mr. Berman say about other items, his specialty is municipal, dealing with city law. This is a lot larger of a project. It's a $2 billion project that we keep hearing about. And to make sure that we're following state statutes and it's applied correctly, I think it's worth the $3,000, which it's like .0 something. It's like such a nominal number. It's literally like a penny in a bucket compared to the project. I think that that's just doing a due diligence and making sure that we are operating in the best interest of the residents. So I will fully support this. Obviously, a second of the motion or one of us did. But just to make sure we're doing the right thing and we are checking our work. There's nothing, there's no ill intent at all. Just check our work, make sure that we have that determination so we can move forward. Thank you.

Very good. Mr. Berman, you? Just to want to be clear, it could be $10,000. We don't know what the hourly is going to be. It could be $300,000, $500,000. It could take 10 hours. It could take 20. There's a lot of material. I can't guess what it's going to be, but it'll be an expense somewhere from $1,000 to $20,000, I would think.

Very good. Thank you for that.

Mayor?

Commissioner Segrist-Neaton.

Thank you. Lest it be misconstrued that... not concerned about proper spending of taxpayer dollars. I am. I am aware that their cities have operated this way, have moved their building funds when this law took place, I want to say about five years ago or so. Other cities have done it. CRAs have done it. I'm aware of that. Don't I feel confident in the assessment of the attorneys from what I personally know is done in other cities. So I do think it's foolish to spend additional money defending our position when it hasn't been challenged yet and we are in good standing. along with many other cities across the state. And I mean, perhaps a person may come and say, I don't think you're doing it right, which apparently seems to be the vice mayor's position that we aren't doing it correctly. So perhaps we should err on the side of saving taxpayer dollars. If some private individual or taxpayer comes to us and wants to sue, I think we are in good standing, in good stead with many other cities. So I don't even really, I'm not really fully understanding what this is about. in the sense, and I'm sure you all have comments on that, but in the sense that we are doing things in compliance with the law, and I'm aware of other cities that do have done the same thing. And that is good enough for me. Thank you.

Very good. I've got Commissioner Smith.

I feel that our attorneys have been competent with understanding the Florida statutes and the way that our funds have moved and have been documented in the movement. And I will not support having additional counsel come in and review the documents that our counsel has already reviewed.

Vice Mayor.

Thank you. Commissioner Seegerson-Eaton literally just said, I don't understand what this is about. I do understand what this is about. That's not what you said. So let me be very clear. Please do me a favor and do not ever put words in my mouth again, because what you asserted is not what I've said. And especially from someone who admittedly over time has said, I have no knowledge. This is not my job to be an expert. I don't understand what this is about. That's not how I operate. That might be how you operate. That's not how I operate. So please do not put words in my mouth telling me how I feel about this. I think the statute changed. I think we've been operating one way. I think there's a lot of money here. And I do believe there is some risk. And I think that whether it's $3,000 or $20,000, that is a rounding error in this project. It is nothing in the scope of this project to ensure that we have validated how we are going to pay for this project going forward. Thank you.

Pretty good. We've got Commissioner Fessick.

Thank you. Just a quick question, Mr. Berman. As commissioners who are tasked with representing residents, asking for an outside legal opinion although at a very nominal cost in my opinion, would blocking that based on, would blocking that in some reason, for any reason really, when several commissioners, just like we have to have two for a special meeting, would that sort of block our ability to do our job and to do our due diligence and make sure that we're operating in the best interest of the residents? Could it be construed that way?

Well, respectfully, it's not a legal question requiring a legal opinion. So it's a policy issue. It's no different than any other motion basically that that's made that is successful or not successful. Um, you know, there are motions all the time. Uh, No vote on motions is necessarily trying to block anything. The only thing I can answer is should the commission determine that it wishes outside counsel, my office is, and I'm sure I'll speak for Ms. McKenna in this respect, is also happy to work with whoever to get the answers. We welcome any inspection and we're confident in our abilities and in our opinion on the matter, but Should the commission decide, we'll be happy to work with them. That's all I could say. I can't speak on the actions of potential actions of commissioners here and the motives behind it. Thank you, Mayor.

Thank you. And I appreciate that. I would like to just see moving forward that we kind of come to some sort of agreement that asking for more oversight is not crime here. is the job. Oversight is the job. I keep repeating it. It's the job. We're supposed to be watching where the money's going and making sure that we're doing the right thing for the benefit of our residents. This is not about do you like the downtown, do you not like the town, do you agree with how you're spending money or not. It has nothing to do with that. This is asking for a legal opinion about ensuring that this money is being spent the way it's supposed to be spent according to Florida state statute. And if it's not, that we can rectify it before we open ourselves up to potential further charges or other larger issues that are gonna be a lot more than three to 10,000 or $20,000. A project of this magnitude, given that we hire outside consultants to go out and community outreach for 150,000 without even coming to the commission, I think three to 20,000 to hire a professional legal opinion to verify we're doing the right thing, the responsible thing to do. Thank you.

Very good. Ms. McKenna.

yes i just want to be sure that folks that are listening understand what mr berman's and my opinion is as it relates to 55380 and the change in the statute mr berman supplied the commission with a number of cases including from the supreme court of florida that explain that the law in Florida, black letter law, well-established law, is that unless the legislature says in a statute that it is to be applied retroactively, It is strictly a going forward rule. It does not apply to anything that has been done in the past. And so because all of the activities relating to the city's excess building funds occurred prior to July of 2026, the statute does not apply. And I will just caution you that if you were to get an opinion from a lawyer who said the Supreme Court is wrong, it is retroactive, that would be a real concern for your city attorney and for your CRA attorney because the Supreme Court and all of the cases that follow it are crystal clear about the fact that you don't apply a statute retroactively unless the legislature has specifically included that intent mr berman in the most recent opinion supplied all of you with the legislative history as it relates to both the earlier statute about construction and this most recent amendment that says we're going to remove that from the statute going forward. So I just want everybody to understand that the legal opinion that Mr. Berman has rendered and that I certainly concur with is based on what the courts in Florida have said is the way you read a statute.

Thank you. Vice mayor.

Thank you. I think that only addresses one of the issues, which is the retroactivity. There were many issues that were brought up, including the 24% allocation. What happens if a city hall doesn't happen? Is there any kind of memorialization that should be in place about that? The definition of construction. And why if construction includes design then why was there a budget transfer from? Construction to design even though we were told it went from design to construction So why are we why are there administrative budget transfers from construction to design? What is the difference is is? the outside consulting and architectural consulting for an EPAT Larkin Center and all the soft costs for an entire downtown is that construction of a building department. If it's only this 24% allocation, then where is that written and that we're borrowing from one fund to pay 100% of the soft costs of a downtown? Those are the questions at stake also here, the definition of construction and going forward, can we continue to enter contracts for architectural consulting for a Pat Larkin Center and paying for it out of this money.

Mr. Mayor.

Ms. McKenna.

If I may. And again, I want to be sure folks understand what the legal opinion is. The courts are very clear. The Supreme Court of Florida and all the courts that follow the Supreme Court are very clear. you don't read words into a statute that are not there. And so there is no requirement relating to when and how other than the four-year period There is no definition of construction because I think the court, as Mr. Berman pointed out, the legislature recognizes that it is a broad term that encompasses everything that relates to how you get a building or a structure built. And it is not there is no requirement that it be a pro rata distribution. We could have taken the word construction and said under the plain meaning of the statute, that means we can use the excess building funds for the entire building, which would have been 73 or some over $70 million. So I want everybody to understand that the legal opinion that has been rendered is based on what the courts tell us is how you read a statute, and you don't get to put words in the statute that are not there. So all of the questions that Vice Mayor just described have been answered by the plain language of the statute itself and the rules relating to statutory construction. And what that means is that, as Mr. Berman has said, all of the project payments... were properly designated, paid within the time period, and there is an allocation and the limitation, the only legal limitation is because we have decided to take a logical and conservative approach to how we will allocate funds, we're not gonna exceed that $21 million cap. Thank you.

Thank you. Vice Mayor.

Thank you. I think I just heard the assertion that we could have paid for and built an entire new city hall with this type of money. Is that correct? In your opinion, Ms. McKenna, we could have built an entire city hall with building department excess revenue?

The plain language of the statute says construction of a building or structure. It does not say construction of part of the building. It doesn't say a pro rata part of the building. It says construction of a building or structure. That is an interpretation that could be allowed We have not adopted that interpretation, and I think that's what's important for our taxpayers to know, that instead, we took a very conservative approach. As Ms. Sibyl has explained repeatedly, the consultants looked at Size of building, staffing, use by the building department, and came up with a conservative 24%.

I just wanted to make sure I heard you correctly say that we could have, alternatively, built an entire city hall building using this.

Absolutely, because the word construction does not have- This is exactly why I want another opinion also.

because I have routinely watched with procurement issues Mr. Berman sway in the wind and depending on what engineering wanted in terms of a bidder and I respect both of your legal advice but over time it has become clear to me that it is always As miss McKenna tell us it's my it's your job to get done Whatever this board tells you to do when you will figure it out one way or another and I appreciate your ability to do that It is it is amazing, but I want a legal opinion for the taxpayers and for our comfort going forward from a third party that would look at this and validate your view that we could have built an entire sitting hall and that we're being conservative. Thank you.

Pretty good. I've got all the legal opinion I need. I've got a six-page document here from Mr. Berman and Ms. McKenna. So we've got two opinions so far. And I certainly don't need another one to REINFORCE WHAT WE ALREADY KNOW. THANK YOU.

JUST ONE QUICK POINT. I JUST WANTED TO CLARIFY THE RECORD ON THE ADMINISTRATIVE MOVEMENT OF FUNDS BETWEEN DESIGN AND CONSTRUCTION. YES, THE VICE MAYOR IS CORRECT. WE DID BACK IN 29 PUT FUNDS IN A CONSTRUCTION ACCOUNT. um no different than when we budget for a project usually dr good might assign estimate an amount for design versus construction it is not at all unusual for the city or any other city in the county or otherwise to move funds between design and the construction account because a budget is just that is an estimate obviously back in 2019 we had no idea what the total cost of the project would be we could have certainly We estimated a percentage of the 9.6, we did not. We parked the funds there and over the years we did the same. As the project became more fluid and a reality entering into a master development agreement in 2024, we started to, the actual estimated cost, we worked on that with ROCA, And we estimated the cost, and we started to try to move some funds into that design account to kick off the pre-development process for the project. So that, again, is not an unusual exercise. We do report to the commission, at least the budget office does quarterly. There was an error made by the budget office in the movement of, instead of saying construction to design, they said design to construction. Mr. Waters has nothing to do with the downtown project. He admitted that was an error in an email to the vice mayor. So again, that was an error. It wasn't an intentional idea to try to mislead anyone. That was an error. And that's not what the actual budget adjustment form sent. So, again, we've been completely transparent in that process all along. You do get your quarterly budget reports, so you are going to see the movement of the funds at some point, even though we are authorized under the Master Development Agreement to spend within an authorized cap and to move those funds within the project as needed. Thank you.

And just to be clear for the public also, that design and construction movement, those two categories that we have in our CIP, that's at the city level.

That's at the city level, and it's an estimate by the construction team.

Right, correct. It's at the city level. At the state level, in the state statutes, they don't have anything that says design versus construction. Would that be accurate, Mr. Berman?

Yes, Mayor.

Thank you. I just want to make sure the public understands that the state tells us construction. Now we, at the local level, we divide it differently, which is fine. We can do whatever we want within statute. Thank you. I appreciate that. I've got Commissioner Fessick, then Vice Mayor, then Commissioner Smith.

I just have one final question for my colleagues here. For those of you who are completely confident in taking this six-page document at face value and accepting that, I just would like to ask you if you are also willing to assume personal risk if anything should be wrong or go awry because it's our responsibility to do the due diligence. And like I said, it's the only responsible way to do things. I can't understand, and I probably will never understand, if there's three of us up here that do not want to see some sort of oversight. That's very concerning to me because, again, oversight and being responsible and making sure that things are followed and things are done the right way, that is part of the job so that we can protect the taxpayers of the city. Thank you.

Vice Mayor.

Thank you. So to your point, Mr. Hardin, Mayor, the state statute says construction. And here as a city, we have interpreted construction to be community outreach for a civic center. So that wouldn't be in my definition, but clearly it's in yours. And then with respect to Ms. Sybil's point on transparency, like I said, I'm not trying to imply there's some conspiracy or boogeyman here, but I will say that it is only transparent when I ask for all of the right information the right way, dig through all of it for hours, and then ask the exact right question. Then I get my answer. And that is not my definition of transparency. That's my definition of doing so much work. Exactly. to have to get an answer that wasn't transparently given to me because there were errors made along the way and errors that I found in timing and the way things were presented to us. And that is not transparency. That's me having to do a heck of a lot of work to get to the right answers. Thank you.

Very good. All right. Well, let's just take the vote on the motion.

Commissioner Fezzik?

Yes.

Commissioner Perkins?

Yes.

Commissioner Sigerson-Eaton?

No.

Commissioner Smith? No. Vice Mayor Poinier? Yes. Mayor Hardin? No.

All right. Ms. McKenna?

Yes, I have one more thing I need to make sure our record is clear about because there was a concern expressed about the commitment letter that came at the beginning of the MDA relating to the private financing. And I just want to be sure that everybody understands how the MDA works. Vice Mayor Forney is absolutely correct. We got that commitment letter at the beginning of the MDA because that's what was required to meet what's called the lease conditions. There is another provision of the MDA that says the developer will go do what is required to obtain a lender and get financing terms. When that gets to a point that it's fully baked and ready to be submitted to Ms. Sibyl, there will be a writing. There will be something much more robust than that first initial, yes, I'd like to be part of your project. That is soon to occur, but it is not required by the MDA to have occurred back in June of 2024. So we are on track to obtain what will be the financial terms that miss sybil as the city contract administrator will look at and say they are consistent with what the commission has authorized or they're not consistent with what the commission has authorized but that is that is to happen it is not it has not been required to have already happened I also want to address the comment about community benefits because we've had a lot of stuff over the last couple of years and I think probably it would be helpful to recall what the community benefits were. They were a request for the developer to contribute dollars to the Northwest community. And there was a request that that obligation on the part of the developer be part of the MDA. And so you may recall there was a proposed First Amendment to the MDA that described the developer's obligation for community benefits in addition to what we called the additional project elements that were all of the things that were going to be benefits to the Northwest community. And so the developer's lawyer obviously had to be part of the negotiating for the language that would go into the First Amendment. So I just want to be sure that there's not some lingering idea that community benefits were not part of the actual contract process that we were going through to try and bring forward what amounted to a substantial monetary commitment by the developer for community benefits together with the additional project elements that were also intended to benefit the Northwest community.

Very good. Thank you for that. All right. Anything further? Seeing none, this meeting is adjourned.