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City of South Miami
Special City Commission Minutes
July 22, 2011
5 CALL TO ORDER:
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7 The City Commission of the City of South Miami, Florida met
8 in special session on Friday, July 22, 2011, beginning at 8: 12
9 p.m., in the City Commission Chambers, 6130 Sunset Drive.
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11 A. Roll Call:
12 The following members of the City Commission were present:
13 Mayor Philip K. Stoddard, Vice Mayor Valerie Newman and,
14 Commissioners Velma Palmer, Brian D. Beasley and Walter A.
15 Harris.
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17 Also in attendance were: City Manager Hector Mirabile, City
18 Attorney Thomas F. Pepe and City Clerk Maria M. Menendez.
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20 B. Moment of Silence: By Commissioner Harris
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22 C. Pledge of Allegiance:
23 The Pledge of Allegiance was recited in unison.
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ITEM (S) FOR THE COMMISSION'S CONSIDERATION:
ORDINANCE (S) FIRST READING
An Ordinance of the Mayor and City Commission of the
City of South Miami, Florida authorizing a loan in a
principal amount not to exceed $7,900,000 to refund
certain of the City's outstanding indebtedness, to pay
the Internal Revenue Service amounts owed pursuant to
certain settlement agreements and related costs
thereof and to pay the costs of issuance of such loan;
approving the form of a taxable revenue note, Series
2011 and loan agreement; authorizing certain officials
of the City to take any actions required and to enter
into any documents necessary for the prepayment of its
loans with SunTrust Bank and the Florida Municipal
Loan Council including, if necessary, executing on
SPECIAL CITY COMMISSION MINUTES
July 22, 2011 1
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behalf of the City one or more escrow
agreements; and providing an effective date.
3 (City Manager-Finance Dept.)
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deposit
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5 Moved by Mayor Stoddard, seconded by Vice Mayor Newman to
6 approve this item.
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8 Luis Reiter, Bond Counsel with Squire, Sanders, Dempsey,
9 and Financial Advisor Ed Marquez provided clarification on
10 various Commissioners' questions, such as the difference between
11 a competitive sale of a loan and a negotiated sale of a loan.
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13 Mr. Reiter said that they had just received this agreement
14 the day before; they have provided comments to the Bank, so
15 there will probably be some changes that they have requested
16 which will be reflected on the final draft of the loan
17 agreement. He said that one of the discussion points right now
18 is the anti-dilution test. At this juncture Mr. Marquez provided
19 further information on the subject of the anti-dilution test.
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21 Mr. Reiter explained that one of the benefits of the way
22 this has been structured is that all of the legal costs are
23 embedded in the debt service; this loan is basically
24 accomplishing the refinancing of a portion of the two big loans;
25 one of the good results of their negotiations with the IRS is
26 that it seems that the IRS is not going to force the City to
27 refinance all of the legal costs.
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29 Mr. Marquez explained that the final amount of the loan
30 will change depending on the cost of the escrows at the time of
31 the closing; he said that they are running numbers
32 conservatively; right now the cost of issuance, including all of
33 the professionals and the $20,000 cushion is $197,000 (embedded
34 into the bond issue); the IRS settlement at this point in time,
35 assuming that we are going to close in August is estimated to be
36 $276,000.
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38 Mr. Riverol added that the calculations are continuously
39 being done until the closing date. Mr. Reiter also said that
40 they have not yet finalized negotiations with the IRS.
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42 Commissioner Beasley recommended advertising this ordinance
43 for August 9ili in the event that it may require a third reading
44 due to substantial changes.
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46 With some further comments, the motion to approve this item
47 passed by a 5-0 vote:
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July 22, 2011 2
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Commissioner Palmer:
Vice Mayor Newman:
Commissioner Beasley:
Yea
Yea
Yea
Yea
Yea
Commissioner Harris:
Mayor Stoddard:
There being no further business to come before this Body,
the meeting adjourned at 9:07 p.m.
Attest
Maria M. Menendez
City Clerk
SPECIAL CITY COMMISSION MINUTES
July 22, 2011 3
Approved
Philip K. Stoddard
Mayor