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1995.07.11_TC_Minutes_Special z Y-.. ~r TOWN OF HIGHLAND BEACH MINUTES OF TOWN COMMISSION MEETING SPECIAL MEETING Tuesdav, Julv 11, 1995 10.00 A M Mayor Arlin G. Voress called the Special Meeting to order in Commission Chambers at 10:00 A.M. Town Clerk Doris Trinley called the roll. The Mayor, Vice Mayor Paul and Commissioners Arthur Eypel, David Augenstein and John F. Rand were present. Also in attendance were Town Manager Mary Ann Mariano, Town Attorney Thomas E. Sliney, Finance Director Michael Seaman and members of the general public. The Mayor announced the meeting was for the purpose of considering the following: 1) ENGAGEMENT LETTER FROM CHARLES F. SCHOECH, ESQ. RE BOND WORK PERTAINING TO NO. 2 BELOW. 2) PRESENTATIONS FROM SEVERAL BONDING AGENCIES RE THE REMAINDER OF DEBT OWED TO RESOLUTION TRUST CORPORATION AS SET FORTH IN THE SETTLEMENT STIPULATION PERTAINING TO THE PROPERTY COMMONLY KNOWN AS "HIDDEN HARBOR." It was agreed that presentations should be heard first and Kevin Cooper, representing Merrill Lynch, was invited to address the Commission. Mr. Cooper advised he was acting in a liaison capacity, and James J. King and Michael W. Scalise, Vice Presidents of Merrill Lynch's Unit Investment Trusts/Private Client Group, would be giving the presentation to the Commission via speaker phone from New Jersey. Lengthy discussion took place, during which both Messrs. King and Scalise explained that their original presentation was based on a general obligation bond issue; however, bond counsel (Mark Raymond, Esq. ) had since advised that a revenue bond issue would be more legally feasible because there would be no need for validation and, therefore, they would need more time to " ...refocus our analysis on a security structure comprised of revenues from Highland Beach's water and wastewater system." .Concluding discussion, the Commission thanked all Merrill Lynch representatives, the phone connection was ended, and Mr. Cooper left the Chambers. (A copy of Merrill Lynch's presentation is attached hereto and made part of these Minutes.) ~- t • Town Commission Minutes - Special Meeting July il, 1995 Paae 2 of 4 Next to address the Commission were Peter Czajkowski and Kevin McCarty, 1st Vice Presidents respectively, of Stifel, Nicolaus & Co. Mr. Czajkowski delivered their presentation. Having also been advised by bond counsel, it was noted that the Stifel, Nicolaus & Co. presentation was structured for a revenue bond issue. Again, lengthy discussion took place, with the Commission's questions being answered to their satisfaction. Concluding discussion, the Commission thanked Messrs. Czajkowski and McCarty before they left Chambers. (A copy of Stifel, Nicolaus & Co.'s presentation is attached hereto and made part of these Minutes.) Discussion continued among the Commission members, Town Manager and Town Attorney, which concluded with the following MOTION by COMMISSIONER RAND/COMMISSIONER AUGENSTEIN: BASED ON THEIR DEFINITIVE PRESENTATION, LOCAL ACCESSIBILITY, COSTS AND TIMING, THE TOWN COMMISSION DIRECTS STIFEL, NICOLAUS & CO. TO PROCEED WITH ALL NECESSARY STEPS TO CREATE A REVENUE BOND ISSUE. Motion met with unanimous roll call vote. The Town Manager was directed to notify Stifel, Nicolaus & Co. and Merrill Lynch of the Commission's decision. The Commission next addressed the proposed letters of engagement submitted separately by Charles F. Schoech, Esq. as issuer's (Town's) counsel and Mark E. Raymond,Esq. as bond counsel. Concluding discussion, it was agreed that the letters would be re- submitted to reflect the following: .Because it had been advised by Mr. Raymond that a revenue bond issue would be ultimately more advantageous than a general obligation issue in that it would not require validation, it was agreed that section(s) relating to hourly attorney fees incurred during this process were no longer applicable and will be deleted. .Instead of a specified dollar figure, the language pertaining to the principal amount of the bond issue will be changed to read "...up to $5,000,000." .Mr. Schoech's total charge to the Town as issuer's counsel will be $17,500, due and payable at closing; Mr. Raymond's . total fee as bond counsel will be $20,000, also due and payable at closing. a ~- 2 • Town Commission Special Meeting - Minutes July 11, 1995 Page 3 of 4 Upon MOTION by COMMISSIONER EYPEL/COMMISSIONER RAND, the engagement letters as revised and noted above, subject to the approval of Town Attorney Sliney, were unanimously approved. Attorney Raymond next spoke to the necessity of the Town's having in place a Reimbursement Resolution in conjunction with the bond issue. He advised the Commission should address this issue in the near future and decide what funds they want reimbursed (new fire engine, for example). Accordingly, a proposed reimbursement resolution will be an agenda item for consideration at the July 25, 1995 Workshop Meeting, with possible adoption at the August 1, 1995 Regular Meeting. Regarding the proposed ordinance amending Section 6.01 of the Town Charter in its entirety, and repealing Sections 6.02, 6.03, 6.04 and 6.05 under Article VI entitled "Bonds," Commissioner Rand asked Attorneys Schoech and Raymond to explain how this could be done without holding a referendum, as the language of the Charter would seem to indicate a need for one. Both attorneys responded, with Mr. Schoech giving some background as to why the proposed amendment change was needed and could be • accomplished without holding a referendum, and Mr. Raymond elaborating on same. Mr. Raymond explained that as now written, only the last two (2) sentences, pertaining to the timeframe within which a referendum can be held, are actually part of the Charter; the remainder of Section 6.01, although also part of the Charter, is actually an ordinance. He advised this was per the "Home Rule" law, enacted in 1973, at which time, by virtue of that law, everything in Section 6.01, which was previously part of the Charter, was converted to ordinance. It was noted the previously mentioned last two (2) sentences were added as an amendment when the Charter was last reviewed (1993). Referring to the repeal of Sections 6.02, 6.03, 6.04 and 6.05, Commissioner Rand then said the language of the existing Charter would also seem to indicate the need for a referendum. Again it was advised that the provisions of "Home Rule" applied in this instance also; these sections had been converted to ordinance in 1973. It was further advised that the amended language of Section 6.01 as proposed would define when a referendum for a bond issue was needed, as well as when one was not needed, i . e, in this matter none was needed because it related to litigation settlement. Concluding discussion, Commissioner Rand inquired of Town Attorney Sliney if he approved of the proposed amendment to Ordinance No. • 636. Attorney Sliney stated that he did approve and endorsed the proposed amendment as written. He added that it would eliminate z \- l • Town Commission ~ Special Meeting - Minutes. Julv 11, 1995 Paae 4 of 4 old verbiage and make things simpler for the Town by allowing it more flexibility in being governed by state bond law. (A copy of the proposed amendment, as well as copy of Attorney Sliney's letter to Attorney Schoech in this regard, are attached hereto and made part of these Minutes.) There being no further business this time, the meeting adjourned COMMISSIONER EYPEL at 12:25 P.M. to come before the Commission at upon MOTION by VICE MAYOR PAUL/ dmt ~._.. APPROVE : ~~___~` ~% ~-• ~ --- -t- - -~ ti.~ - Arlin G. Voress, Mayor C Bi 1 Paul, Vic ayor Arthur Eypel Com ssi ner ., v ~ - _, ~~ t'; .. A..l ~.. ~C, a l-, David Augenstei~, Commissioner J h Rand, Commissioner ATTEST : fi~Lt+ ~ • ,i/ DATE: l