We're going to wait a few minutes. >> Yeah, it's up to you. >> That's 5:00. Are we good with the uh recording? All right. Go ahead and call this meeting to order at 5:00. Okay. Start with the invitation pledge.
Lord God, thank you. Thank you for letting us be gathered here today to do this great work, the CRA for the city of Piaak Springs. And we pray for guidance and wisdom. And thank you for all your many blessings. in Jesus Christ we pray. Amen.
>> I pledge algiance 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. >> Okay. All right. Financial reports.
Good evening, chair, commissioners, members of the public. Sounds like our mic maybe turned up a little higher today. I think we good. Yeah. Uh, so nothing really notable to report in your financial report since our last meeting. >> Okay. Does anybody uh have any questions here?
Any comments? If not, then let's move on. >> Motion to >> Oh, we got to do a motion, right? That's right. Got a motion. >> Motion to accept. >> Second. Got a motion and a second. Any discussion? All in favor say I. I. All oppose say
nay. Motion carries. 50. >> Thank you for that. The next item I have is an update on our growth and development assistance program. So in your packet you will see that tracking sheet. We're remaining pretty much flat. Um so far this year had one applicant that we have awarded. We've also had the
pleasure of closing out one uh which is also in your packet uh for a sidewalk at a at a business that had offered uh a sub lease to a new business there at 886 886 Bwin Avenue. >> Okay.
All right. Any uh questions anybody have on this? All right. Moving on. So the first item I have here is request direction on the debt issuance. Uh so since our last meeting, we've actually received another proposal uh from a different bank, truest bank. We have our
representative here tonight from PFM who's here to uh discuss that proposal and along with the other proposal and kind of give you some direction on that. Uh so I'll ask Jeremy to to come to the podium and and kind of let him take over from here. >> Great. Thank you. Good evening, chair,
fellow members. Uh my name is Jeremy Eel. Pleasure to be back here to talk through updates on the process of the bank loan RFP. I know there's a presentation that that's loaded up in in your packets. So if we could go to that, that'd be great. Okay. Probably the uh
1119 2025. There you go. Yep. One more. Thank you. Perfect. Uh so not not a whole lot of new information on uh on the process from what was briefed at the last meeting other than receiving an additional
response. So uh just given the volatility of the market and some of the pressures we saw, I wanted to give you kind of a background as to to how that uh played out. If you can go to the next page here, um the financing overview really just kind of walks through uh
where we were in the process. So we submitted uh the RFP to financial institutions at the deadline. We had no responses. Uh we had some feedback uh on credit on term and just general market where where the market was. So we went
back to uh four banks specifically PNC truest regions and Webster. uh PNC got back to us uh within a week with a term sheet response and that was ahead of the meeting uh that you all had last uh given that uh the weakness in that uh
proposal that we saw uh the rate was a little higher than we were hoping for was about uh 50 basis points higher than uh what we had anticipated um as far as the range on a competitive standpoint. Uh but then we did receive a proposal from truce that was all in about 75
basis points better. So 3/4 of a point uh better. So u good terms uh all the way to 2033 for final maturity offered uh prepayment flexibility which is what we wanted. Um so based on our review uh and then discussion with staff and your
attorneys uh we determined that you know the shorter prepayment option is uh is what makes the most sense. Uh and that results in a 3.99% uh bank loan rate. Uh the next page shows just kind of the the summary of the side by side. So no
reason to go through all this. Just wanted to have it in the packet so you've got the details uh for those two proposals and how they compared next to each other. As you can see the 473 compared to uh you know rates below 4%
uh as offered uh with PNC and truest. Any questions on any questions on the proposals or our recommendation to move forward with discussing truest? >> No, other than just it's good to see that it's such a substantially better
rate than the first one. So, >> yeah. No, we were pleased with that. Um, you know, we we did have some some issues with this being a new credit. Bless you. uh would this be a new credit with size uh given what banks have been dealing with in the market with larger
transactions uh you know there just wasn't the attention on that we had hoped to get so we were able to follow up and get that uh you that follow through from from the two banks and and we're appreciative to the bankers for for doing that work and the patience with your director uh to give us that
extra time to work the the banks uh next page here shows uh the CRA cash flow coverage This is really kind of the analysis that we went through early on several months ago to show how would a $5 million loan impact your cash flow. You know, how does it impact PGO? How does it uh give
you the benefit to accelerate some projects and get a larger contract going earlier? Uh so this is really kind of what shows um you know that that benefit of the PGO uh from your annual revenues. So as you can see it's a healthy coverage level. Establishing this credit
uh will give us flexibility going forward if the board does decide to do a follow-up financing which is contemplated potentially in the next two to four years. So last page is uh just a a real uh brief followup. Nothing different other than a couple of slight changes in the
dates. Uh we're looking for direction to move forward uh at this meeting uh to discuss with the bank. The uh truest proposal uh requested that we notify them of the direction of the CRA board uh by the 21st of November. That gives
us an opportunity to uh start working through the paperwork, get the resolution to city council uh for their December 8th approval. We would request a special meeting, I believe it would be considered, or maybe an emergency meeting. I'm not sure what the >> special >> special. Okay. uh we would request a
special meeting then on the 9th uh to do the pre-closing and have the loan documented uh for funding to occur on the 11th of December. And that's the extent of the materials I have. Happy to answer questions or provide additional details.
>> Jeremy, if you could go back to that cash flow coverage page and just quantify what that value is on there um for their record. >> Sure. Yeah. So, if we can go back to that a couple slides prior, you know, we had estimated uh debt
service to be somewhere in the 800,000 range. Uh that was at the 4.73%. At the 3.99%, we're at about 745,000 uh annual debt service. uh with uh revenues approximately a million higher.
Uh that means that for debt service on the 5 million uh you would pay the 745,000 but then you would also have a little over a million to do payo projects along the way. One of the benefits of having prepayment
flexibility is if you were to do a follow-up financing or if rates were to be lower in a few years, uh you could get savings just like refinancing your mortgage or something like that >> and the prepayments that 54 321.
>> So that's the option for the makehole. Um yeah, it's a little confusing how that works. So So you can either do the makehole or you can do uh the park call flexibility. We think it makes sense to do the park call flexibility. Uh the cost each basis points worth a little
over $2,000. You so that premium isn't overly significant to be able to get out of it a few years early without a premium. >> When you say the park hall, what option is that? >> So when you look at the are you looking at the prior page page 35 >> proposal summary is this one?
>> Yes sir. That's that's the right one to look at. Uh so if you look at option A and B, those are the parkall dates and those come with rates of a 399 or 387. Uh option C is is the option that refers
to the descending premium call and that's at a a 3.8. So just if you could walk through what the option A and B difference is because obviously there's a the lesser rate is the option B but what are the with the what what are the
terms and conditions? >> Yeah. So really it's just uh full flexibility to get out of the loan two years early >> with B >> for for option A. >> Okay. Okay. So B is you got to stay through the whole term. >> Well, you got to stay through 2030. So
option option A you can get out of the loan in 2028. >> Okay. >> So uh so that would be a three-year park hole. Uh option B would be a fiveyear park hole and then option C is the makehole that has the descending
premium. >> Oh I see. So okay A would be September 1st 2028. B would be September 1st 2030. Got it. Yeah. And if there was absolutely no potential for a future financing, um,
you know, you may just put it on the shelf and leave the deal. Uh, if rates were 2% right now, it might make sense to do the makehole because rates are more likely to go up. uh with where rates are now, the probability of lower rates in the future and or the need for
additional capital for future projects, that flexibility is more valuable than the cost in our opinion. >> Okay. Any uh what are what comments, questions? what we have in the accounts is that h
when we're servicing this debt I mean do we need to take into account and before that we had talked previously about having to list um projects and they say you know alleyway uh amphitheater and related other
projects is that I mean so does that open unlimited projects that we can use it towards >> using the same language are we still good using >> this is their proposal what I would tell you is when it comes time to actually go to closing I imagine and we will go from what is a term sheet level to a more
defined covenant. Now, they may surprise me and leave it open-ended like that, but I can tell you when we had a very wide proposal document when the city did its refunding of bonds, that was about four years ago now, Jeremy, and then
paid for this building. Literally, this was, I believe, operating capital. They had a wide list of options, but when it came time to close for the purchase, acquisition, remodel, repair, construction of certain property
labelled >> and they can't take a mortgage. So, they narrowed the scope substantially when it came to the final documents >> and that's just the how you have to structure. >> So, the biggest question mark is is the fire department. And I mean, you you
can't define something until you can define it, which means the city council says, "Yes, we're we're pushing forward with this. We want you guys to to do it. If you can go to the taxing authorities, what >> I think from our perspective, we're probably putting the cart before
the horse to have that conversation tonight. The real question is, is this the path CRA wants to go down to issue debt at a threshold question?" I mean, I think we've had that conversation quite a bit, but until we give Mr. Neld and
PFM and the executive director, which we'll be talking about, I mean, it certainly won't be Mr. Irvin presumptively going to approve an employment contract tonight or we're going to talk more about it tonight with Mr. Hamilton and myself to go sit down along with bond council and the bank to put together what this indebtedness
looks like. It would be my intention, understanding that the city has gone back and forth on the fire department, and it is somewhat of an open-ended project with not knowing how much it could be, to include a specific list of projects, including the fire department in that list that we would ask. Now, how
much leeway we're going to get, we're just going to have to see. And that's going to be a conversation. When we went to market, you know, it's it's very different if you're trying to say, "Hey, we want to build a wastewater treatment plant." You know, when you're just going to private market and asking for one thing, the bank knows what you're building. They're
going to have bid docks. They know what they're dealing with on something like this. It had to be written in a way to try to attract as much interest as possible to give you the different options because I think what you're seeing, and I know this is the first time this board's ever done, and I think it may be the first time most up here
have ever gone through a public finance scenario where you're trying to borrow money. The reality of those situations that's so different is it's not just what's the cheapest rate. There's so many more factors to consider. And the factors that he's just
gone over with you here tonight are different than what I've done in the last two municipal financings we've engaged in because it hasn't been a consideration on the prepayment. So just things to think about there. And I think the threshold question tonight is are we prepared to issue debt service in this
amount and understanding it will be coming back to you at a special meeting to approve and that would have the terms that the bank says. >> So we don't have to pick an option to the bank. We're probably going to need direction before >> you're going to need to pick an option of which way you want to go tonight but
I don't think you need to worry about which projects are. >> Okay. So we but I'm just we're going to have to pick an option A B C but we aren't going to pick the projects tonight. Cor >> correct. Don't get wrapped around the language we used in the procurement document being how it's going to be in
the final one. I mean Jeremy you tell me. I mean do you think the bank would be that open-ended on something like this? >> Yes. So, we're going to push for the most flexibility we can get that helps the board and and helps us keep from having our hands tied on what projects
could uh be included as a as an approved use of funds. So, you to Clay's point, they they responded this way because that's what we gave them. And as we go through the documents, they're going to do another final underwriting review to
say these are bank approved projects plus other projects as approved by the CRA board. So typically, you know, we're going to define the primary project, what the primary use of that fund will be, but the bank nor the board want to have
$200,000 in an account that just can't be used for other projects that could benefit from it. So, so we would try to include some broadness in what that authorization is. It will still require CRA board approval if it's different
than what's on the list. typically uh but that'll be something that we bring back and and work through in the negotiation of the documents process. What we're looking for with direction is to be able to go back to the bank and say CRA board has selected you as the
bank. This is the option that's preferred to move forward with and this is the schedule and and the the plan of action to go ahead and move to close. >> And your suggestion is opt option A, right? My suggestion is option A. I I think you know there's a case none of
these are bad options frankly. Um I think paying a premium uh to get out of a deal to restructure just doesn't feel right for future boards to have to make that decision. So I think A and B would be the two
preferred alternatives. But being able to get out of a deal, you know, at three years instead of five years to me is is worth that 12 basis points for that two years. >> Okay. So, you're looking for a motion then, right?
>> If if if I may add here. So, I I think there's been some discussion uh tonight about the need to take this to the council uh for them to memorialize through a resolution. And I know that we've talked about in the past wanting to specify those projects in that
resolution. So, I I think in Jeremy and I's discussion about this, we're trying to to figure out if if we need to include projects in this resolution that we're going to ask the council to adopt. Um or or are we just going to leave it open-ended? I think in Jeremy and I's
conversation, we felt like the way that it was written may give us a lot of flexibility. But if there are desires to to to further define that, we need to determine that tonight because December 8th is where that resolution effectively uh would would would be asked of the
council to approve. I I don't see how we could define it any further than what we have written personally, but I mean like maybe I'm wrong, but I don't see how we can I think the way it's worded right now is probably the best way to go just because it does give us flexibility if we can do the fire department.
>> Um or if we decide to build a new one later, we don't know what we're doing with that yet. So, I mean, that's the main thing I'm I know we're doing the amphitheater. I know we're doing the alleyway, but I'd like to leave that where it's somewhat flexible, and I think most of the city council would be okay with that, to be honest.
>> Would the goal be to get the city council to help define it further, or would the goal be to get them to approve the language that we're >> I the approving the debt issuance is what we're going to city council for? >> Sure, but I'm just saying you're defining two projects and others. And
I'm just saying, is that going to be something the city council >> I can't speak for the council's going to want? >> Um, anybody who's watched any of the last several city council meetings knows that's a very dangerous endeavor to try to speculate. What what I would say is I
think this board has made it clear it stands ready to help with projects that it can legally help with and I think that's what needs to be presented to the city council ultimately is these are the projects we want to do and we stand ready out of this money to
assist with the fire department department and if there's something else let us know. I mean if they come up with something brand new we can take it back and consider it at our special meeting if we need to. But I think ultimately, put this politely as I can,
we're beating a dead horse with describing what projects we want because we've been pretty clear what projects we want to fund and are willing to. And so at some point in time, the city council is going to look at us and say, "No, we're not letting you do it." Or, "Yes, we are." I
my recommendation because of what is going to be required to close which is city council approval to issue the debt go to them and if they say well I'm not going to approve it unless the fire department's listed in there fair enough we know list fire department in there we've already said
we would but if they don't that's I mean what does that mean for this board I mean I think at the last city council meeting where there was a discussion they said that they weren't ready to tell us they wanted to go a certain way with the fire department yet or not. To me, I think it's important
for this board, if you believe issuing debt to accomplish the missions of the community redevelopment agency is correct and the right path, send that to the city council and let them approve it. If they say, "Well, we're not ready to approve that until we decide on the
fire department," then that's what they're going to tell you. But a no is a no. And that's ultimately what it comes down to. I mean, it's could be which way three votes go on the city council. So, I don't know that you should endeavor to
give the city council options. I think there is a kindness that's being offered to give them choices, but frankly, they're going to tell you what they want either way. So, there's two ways to read. Well, here are your
options. Well, you've limited me. Could be perceived negative. you're telling me I can only choose between these. And then the other one is, well, you gave us an option. They already have the option. We're not giving them anything. So, I'd send it to them as is with what we're looking at on what which option you
prefer. Let Mr. Irvin or if it's Mr. Hamilton here in, you know, an hour from now, that'll then be carrying that order. Let them carry that message for this board and see where it goes. >> All right. Sounds good. >> I'll if you're ready for a motion.
>> Sure. I'll make a motion to proceed with the debt issuance at the suggested option A. Second. >> We got a motion and a second from Katherine. All right. Any discussion? Any further discussion? >> Any public comments on this? >> I would like just to clarify that the
process for the record. So, in order for us to move forward with this, there is some advertising that has to take place. I have to advertise that in local paper, as I understand that, for a period of 10 days. So, we're prepared to do that in the um uh next week's Herald. Uh the
goal is to have all the information to to my office uh by the end of this week so that we can prepare that and get that in in the herald. And then there's also a notice to taxing authorities that has to to be sent to each. And so, it's my understanding that bond council is
working on putting those together and will equip us with those um you know, requirements so that we can satisfy that. Um, but just wanted to make sure that the board understood there's a process that we have to go through. Uh, obviously my tenure is is coming to an end. U, but
I'm going to do everything that I can in my power to make sure that if Mr. Hamilton ends up being the executive director that he's equipped to do that. So, um, there are some things we still need to figure out um, as far as total cost and and what all that looks like, but in order to get there, we have to
move forward, which is what you all are deciding to do tonight. >> Okay. So the is is if we run advertisements, is it going to state the projects that we're doing in the advertisement or not? >> I I I don't I don't know the answer to
that. Um I short answer probably not. >> Well, the only reason I asked this is because if the city council changed the language of that, but we I don't want to have to rerun the advertisements in the event something changed. That is not what I I I can say I have
previewed the advertisements. It is not as specific as you're describing. >> Okay. Good. >> I would say if anything is going to be very similar to what we've already identified in the proposal. Now, what's on that that that proposal? >> It's going to look a lot like what you got in front of you. >> Okay. Good. All right. Any other comments?
Okay. If not, uh I'll take a vote here. All in favor say I. I. All oppose say nay. Motion carries 50. >> Thank you. All right, moving on. >> All right, thank you for that. Next item I have here is a request approval of amendment to incomebased roofing
improvement grant 250045 for 221 Loftton Street. So, this is a grant that you all had previously approved. Uh unfortunately, in the uh the course of of removing the roof, they found an additional layer there that neither of the contractors had
anticipated. We do put in, as you'll see in our grant, uh an allowance to cover things like rotted wood and and miscellaneous activities. Unfortunately, in this case, the additional roof and the the amount of wood rot that they had to replace exceeded that allowance. So,
I'm just simply asking uh this board to memorialize the increase uh to the 12,200, which is about a $81 increase over the second quote, which was the uh the highest of the two. >> So, move second.
>> Okay, we got a first and a second. Um any discussion? >> Is this uh structures being uh improved at this time or have you started or what? >> It's it's completed. >> It's completed. Yep. Okay. >> Yep. So, they went and they they took the uh the first layer singles off,
found a second layer, and so at that point, you know, there's no point of return. So, >> Mhm. >> So, this is this has already been done. >> It's already done. >> Y can here. >> Okay. Um any uh any other public
comments on this? If not, um I'll take a vote here. All in favor say I. >> All oppose say nay. Motion carries 5. >> Thank you for that. Next item I have is a request to approve invoice 255064925 and 25641025
for the Lake Amphitheater to concept design project. So we have received uh a couple of invoices. The first one ending in 0925 in the amount of 44 $42,42.50 uh that I'm requesting approval on. We can handle these individually if you'd like.
>> We could handle them um yeah individually. So the first one would be the 2564925 in the amount of $42,42.50. >> Okay. >> Motion to approve. >> We got a motion. Any any second? >> Second.
>> We got a motion by Rob and a second by Kathy here. Any discussion? >> I I know they've been working hard. I just in these invoices. I don't see it's not like detailed what what it's for, but >> yeah, I would agree that they they didn't really specify that um other than the task that they've identified in the
contract. So the original contract the tasks are they're going on the task. >> That's correct. >> Any other comments? >> Okay. Not um take a vote here. All in favor say I. I. >> All oppose say nay. Motion carries 50.
>> Thank you for that. So the next invoice is 2550641025 in the amount of $40,94125. >> Motion to approve. All right, we got a motion by Rob. >> Second. >> Second by Kathy. Any discussion?
Okay, any public comments? >> Okay. >> I'll take a vote here. All in favor say I. >> I. All oppose say nay. Okay. Motion carries 50. >> Thank you for that. So that brings uh that to 51.35% of that total contracted price. Uh I will tell you we had a
workshop last Thursday as a little update to this project. Uh the consultant provided a number of renderings uh that were wellreceived by the attendees. There was some general uh consensus on which one they wanted to move forward with. Uh those uh concepts
have been displayed in the in the Phoenix Herald today uh with a nice write up. They're also on our website uh along with the presentation. So I'm excited to to see that they're at a place where we can showcase their work. I was very pleased what they what they had produced uh and I was pleased that
we had uh some excitement about it and a consensus moving forward. So the goal is to get a point uh get to a point where that concept uh can can move forward hopefully to the council for their blessing and then put this board in in a position to decide to move forward with
the project, hire DAG as the uh the design consultant or or otherwise. So that's kind of an update on on that project. >> Okay. >> All right. The next item I have here is request direction on chair and vice chair appointments for calendar year 26.
Uh I must apologize. According to our bylaws, we should have done this back in September, but in any case, we need to make a recommendation of the council for chair and vice chair appointments like we did last year. >> Okay. Um it'd be nice to have a little rotation on this.
>> I think consistency. >> Why don't you want to be the chair? >> Not really. >> Ruth, why don't you be the chair? >> I'd like Let Kathy be the chair and you can be the vice chair. Why don't we rotate it around? >> Mr. Graham, are you feeling you feeling
it? Desire to be the chair. Just turn. >> Okay. >> He shake his head before he started talking before after you stop. >> That was a hard. >> Why don't you Why don't you do the chair and let him let him do the vice chair. >> How's that sound?
>> I like a little rotation. >> All right. >> Sound good? Okay. So we let's have a motion to >> I'm gonna make a I can't make >> you can't make So somebody other than Kathy make a motion to nominate her as the chair. >> I'll make a motion to nominate Kathy as the chair >> and Bruce >> and Brute as vice chair.
>> We can do it as a slate. That is certainly acceptable. >> Okay, we got a motion and we got a second. >> Second. >> Okay, we got a second. We got a a motion and a second and um any discussion? Not all in favor say I. I. >> All oppose say nay. Motion carries.
Thank you for that. I think we'll be in a position on December the 8th or perhaps Mr. Hamilton will be to take that to council for their form of blessing. The next item I have is a request to approve invoice 15367 for the downtown park and restriping project design. Uh that is in the amount of $11,000
representing 15.33% of the total contracted price. >> Motion to approve payment. Second. >> We got a motion and a second. Um any discussion? >> They won't actually start on this until after Christmas, right?
>> That is that is correct. Yep. um you know, more than likely so, so we've been back and forth this week on the redesign of that and uh I suspect that we'll we'll be in a position to bring that before the board maybe at the special meeting if you all um want to
hear it then uh to approve that design and then obviously approve the invitation to bid that we'll need to go along with that. But yes, to answer your question, uh it will be well after the first of next year. >> Okay, great. We got a first. We got a motion and a second.
Um discussion, any discussion, any public comments? I have not. All in favor say I. >> All oppose say nay. Motion carries. >> All right. Thank you for that. The last item I have here um is request to
approve final invoice 224-57769 for the Veterans Memorial Concept project design. Uh this is um invoice uh for the on the the work that they completed doberry for a veterans for more project they're requesting final payment on.
>> Okay. So um we've got this this design if they ever wanted to do it they >> we have all the deliverable sir. >> Okay. >> Um is there a motion? >> Motion to approve payment of invoice. >> Motion to approve and a second a motion
and a second. Any discussion? Yes. Where is this going to be located? >> To be determined. This was the project that we worked on there. >> The intersection of Maine and Circle Drive uh that we provided some concepts on the council decided not to to go with. So,
>> okay. I >> think it's kind of if they decide to rekindle it, it's the done, you know, so or at least some concepts are done, right? >> Yeah. We just got to decide where. >> Yeah. Okay. >> We decided >> did our part. All right. Um, any other
discussion? Any public comments? >> I' like to know from legal, does it take a year before this can come back up to the council or can it come back? >> It's it's not a fixed time because it was not a planning and development
review project. So plan so the city prohibition on projects that have been denied or voted down is a 12-month window of return. county 6 months, but this was not a LDC revision, major development order, something of that nature, >> but it's when the council was willing to
bring it back up. >> Okay. Um, let's take a vote. All in favor say I. >> I. All oppose say nay. Okay. Motion carries. >> All right. That's all I have. I I'll let um Mr. Atinson handle the the the last one here.
So, I think everybody some point has seen Mr. Irvin's employment agreement. Um, you'll notice two main differences and I apologize I printed without color or the October 17, 2022 section one would be highlighted in yellow as it is on my screen because
that's the one thing we need to verify today. Well, we want the start date to be. But the only two changes to this agreement presented at the request of Mr. Hamilton obviously were to change Mr. Irvin's name to Mr. Hamilton, that was pretty easy. Don't see a reason to argue with that one. Um, the other one
was the requested salary that you will see under section 4 is an increase over the annual base salary that Mr. Irvin started at to the amount of $99,14268. I would note that Mr. Irvin has received cost of living adjustments each year he
has been in that position. So, this is not wildly indifferent to the total compensation package he received. um every other term of this agreement is identical to that which was given to Mr. Irvin. So ultimately I'm presenting this to you to talk about. Um it is never
easy to have a negotiation so to speak at the dis. I want everybody to understand that. Um but I will say from my perspective in talking to Mr. Hamilton,
Mr. Verb and I went back and forth at great length when we negotiated it. It was the first CRA contract. I think we included everything in that agreement that would need to be covered and it is then just a matter of policy discussion of what you would want. So
when we go down certainly um section three if the board will recall um dealt with severance and dealt with the number of votes um to be acquired for termination and what that would look like. So the
practical effect of it is during the first 12 months termination would only take three votes a bare majority of CRA board and such termination will result in severance at the statutory maximum 20 weeks base salary. However, after 12
months of employment the termination shall require a minimum of four votes to ser the seage being reduced and paid in an amount equal to 10 weeks. That was Mr. Irvin's compromise he presented the board. I advise Mr. Hamilton that
that was not Mr. Irvin's initial request of how it was presented although it was his compromise with the board and it was not necessarily what every board member wanted either but this was basically for I think well Mr. Hamilton won't be voting on it but probably for Mr. Cra
and Mr. camel work. I would say this was a position that was derived compromise between what the other board members felt would and would not be acceptable for this. So I've advised Mr. Hamilton that was something to expect y'all would likely discussed tonight. Not because
any of you have said anything to me, but just because that was the most discussed part of this contract the last time it was presented. I will briefly go over um some of the others. the pay the PTO vacation leave um that is consistent
with the city's personnel policy. Um the stipen in lu and health insurance benefits um is common when you are not coming under the city's health insurance or otherwise and we now know at this point in time we're not going to be able to continue having health insurance there. So the stipen actually makes the
most sense. >> Wait, I do have one question. >> Yes, sir. >> When Josh came he had hours that had been built up M >> from his previous position >> in this was it that in the PTO in this bank of hours and all was that part of
that? >> So we talked about what that was. Mr. Irvin was surrendering a substantial amount of hours to do that with uh to come over from his position in the county. I will tell you in most executive compensation packages, an
initial grant of hours of annual and sick leave um representing PTO is negotiated into contracts. The simple reality is your executive director is not punching a 9 to5 8 to5 time clock. They're going to work on the time you need and the
bottom line is he's entitled to those hours. Um but let's be realistic. Who's he gonna turn his PTO into, guys? I mean it so so it's a it is a it is a functional gesture offered um it becomes
very important for executives later in their tenures when they do notify you they're going on a vacation with their family and they want to take that you know there's not a question of well I want to terminate him because he used 40 hours of PTO or he had a right to use 40 hours
>> I'm just going to add I let that in there because right now I own my own business I can go on vacation when whenever for however long I want to. >> So for me that just gave me some leeway if my wife wants to go on a weekend trip I can take Friday and Monday.
>> He it gives him that and it gives us accountability at the board level is why you start with a bank because if he doesn't have a bank there's an incentive for a new executive coming in. Okay, well I don't have PTO but I did my work today. I'm going to take off Thursday,
Friday, Saturday, Sunday, Monday, and you know, I'll be there for the board meeting, but if I'm getting my work done, what does it matter? You may not care, but by doing this, it creates a bank for him to charge against to show you when he is taking that leave or otherwise. I find it to be an accountability metric. I would tell you
the um dealing with the International City and County Manager Association does recommend a bank provision to start with because you just don't know what happens. I mean, if he comes in here and he develops appendicitis two weeks into the job,
do you really expect him to not get paid? You know, and that's just especially for government employees moving in because they're going to forfeit their old numbers. So, it's consistent with that. The um retirement, senior management class retirement is consistent with what this position would require under
Florida Retirement Services. Um the language about the vehicle, we built it in, we left it as is. There was a whole lot of debate about vehicle under this board and budgeting it and otherwise, but I have left it in as it
was presented to Mr. Irvin. Um >> there's a typo on that section. It says city manager. >> Yep, it does say manager still. And that's from the original. I literally just took the last word version I had and the only one I can find without it's a PDF. So um it will be the CRA
executive director shall use the vehicle for fish business but we added the last sentence to section 8 um that is all when Mr. Irvin came because they're debated about a vehicle that says if no vehicles provided mileage and fuel reimbursements will be consistent with those liable by the state of Florida. So
if you decide to budget and give him a vehicle great if you don't it gets reimbursement >> and that covers both. um nine is a fairly standard clause. 10 and 11 are boilerplate
um that I would suggest is there. So really outside of me correcting the start date once that's stated here at the dis and the city manager typo from the um original word version of that
agreement um then we would have the board in need of any discussion you want to have on anything else. >> Okay. So um so when the motion does do we need to make a >> I'd ask y'all to go ahead and discuss
before we do a motion in this case. >> All right. >> Cuz you've all I mean this is what's been tasked and brought back. So it's a continuation of a prior item. >> Okay. All right. Discussion open floor. What does anybody have any concerns with any part of this agreement?
under the city's PTO, like if he retired or moved on, is that something that's cashed out? >> There's a percentage that's available to be cashed out. >> What is the percentage cash out >> without Julie here? I couldn't tell you off the top of my head. >> It's uh for annual leave, it's all your
annual leave hours. for sick leave. If if you're here, I think after six years you get 25%. >> Okay. >> So, it's 100% of annual >> because it's cap. You can only acrew up to 240 hours per year.
>> So, the 200 is is a 200 hour bank. 100 hours would be sick and one would be just >> annual. >> Okay. >> And there's only 140 more annual you can ever approve. >> Total. >> Well, you can. So I'm just saying as far
as paying. Sorry. Like >> that's the most you're allowed to carry. Got it. So then you get paid out 100% of whatever you get to. >> But she can't carry 140 each year, right? >> You can only have a maximum >> 140 max. And that's >> 240.
I'm sorry. 240 max. Got it. >> Okay. >> Yeah. That's your that's your total that you have. It's not an annual basis. So Josh on section nine, what technology is in place? Should this
first I think the first part of that sentence up to the first comma should probably be deleted and capitalized T and the party shall work together. But did y'all didn't have any computers or anything when this was being negotiated?
>> No, we started from scratch. >> Do you have a you have a computer now? >> We do have a computer. Yep. >> You have a tablet? do not have a tablet. >> No, >> he does not have a tablet. >> He does not. I don't need one. The computer is a laptop. >> Okay. So, computer. You have a cell phone or do you use your cell phone? >> I do not.
>> Use your cell phone. >> We use uh our phone services through Zoom. >> Oh, okay. >> And I honestly would probably just keep it the same way. Just put the app on my phone. I don't need a separate cell phone I have to carry. >> Okay. Email access. That's easy, right?
Got that through the city. >> What's that? Email. >> Email. Yeah. And related services and equipment, just the office and any >> to to Brute's point. If that works, I think I just delete the first sentence and start with the parties shall work together to identify necessary
technology. Let Mr. Hamilton tells us what he needs. If he needs something different after 30 days, that gives him the ability to bring it back and ask you. >> All right. So, you're saying delete the first sentence up to where the comm is and >> you start with the party shall work becomes the first three words.
Any other comments, questions? Were >> you saying that at this time we don't have a uh a company vehicle? >> Correct. Correct. >> It was a point of contention, >> but mileage and mileage and gas is >> put >> is reimburseable.
>> Yeah. >> Is that on YouTube somewhere? >> Oh, audio is >> I need to find that. >> I don't know if you want to go back and I know I don't. >> So if he doesn't get a vehicle, he gets
>> mileage standard mileage for the board to decide. But I'm just saying it it you know either way. >> Did you have to use ever have you ever used um city or their vehicles or have you always just used your >> use my personal vehicle? Only time I
ever got mileage reimbursement is when I traveled away for conference >> for a conference or something like that. >> So local in town. >> Yeah. I have no intentions of filing mileage for in town going to stuff in the district. This would just be a like you said if I have to travel to a conference or something. >> Just put it on your own
>> otherwise you know. >> Okay. >> And you live within the five mile radius of city. >> Okay. You'll be signing off on this weekly. That's one thing you >> Okay. >> Chair, if I can make a recommendation, you know, my my last day is effectively
December the 5th. Uh I think Rob has expressed a desire to to want to you know shadow me uh in my final days to kind of learn the process and be able to get all the technology transferred and all that. So if if the board would would be amenable to this I think having him
shadow me with an effective date of September the 24th. Um September. >> Can we November, please? November. Wow. I'm not opposed. You get back, baby. You were on the board dead. That is going to create some a little bit of time. My
apologies. November the 24th to allow him a couple of days to work with me and I will be out on leave uh that that next week before I start my new role on the 8th. So, uh, that will give us a couple of days together, um, to where we can have a smooth transition physically, uh,
and, you know, put him in the best position of success. >> That work for you, Rob? >> Y, >> made that change. >> We'd put that in the motion, right? >> No, I'm just listening to what y'all are saying. And what we're going to do is approve with the changes stated. Okay. >> I mean, I'm making these changes in real
time and it'll be emailed out. >> So, just to clarify, that effective date would be November the 24th. >> Correct. >> I have November 24, 2025. >> Next. what Monday >> I have city manager corrected executive director under the vehicle provision and I have the one sentence deleted starting
with the party shall work in nine so the last question is is there any difference and Mr. says he's fine with the provisions of section three. Just to the board, make sure you cover that. I mean, is that what y'all want or not?
The termination provisions. >> Oh, the termination is >> for the first 12 months a three vote to terminate, but it would result in severance at the statutory maximum of 20 weeks of base pay. After the first 12 months, the termination
goes up to four votes, but severance is reduced to 10 weeks based back. >> So, and that's termination regardless for reasons or >> well, if it's there's a causal reason for termination, um, we would take that up. But I will
tell you, you don't hear me talk much about that kind of situation because at the end of the day, what are we going to do here in the public in terms of what is a causal termination? If we do say with cause,
you're going to have to prove it. It is my position and it would likely be my advice. We were sitting here talking about firing Mr. Irvin. Just fire him without cause. pay him the severance that he's expected to be due because he's going to sue you and litigate over that amount of money and
our insurance probably going to hand it to him to get out of the lawsuit to start with and then you're going to pay more in legal fees to get there. Um because what is cause I mean at the end of the day I mean unless they get arrested for committing a crime or otherwise even then you're going have to
let the criminal justice system play out. And I've gone through that before. People say, "Well, we want to well, we want to fire them because they got arrested." They're innocent till proven guilty. So, that's why we structured it this way. I
have written lengthy um causal provisions. um you know and you can but the contemplation would be um you know if you want to talk about it tell me how you want to do it if you
want to adjust it any comments any anyone want to speak up or is everybody okay with it >> sounds like this is be the we're not well we don't want to get them. Anyway, >> well, I was just think so, so 20 that's
basically 38 grand we're out if we fired him in the first year. >> We got that the veterans memorial thing that's not happening. >> That's another sore subject. So, um >> I'm good with how we've changed it. So,
I mean, >> do you want me to add a sentence in there to clarify that no seance shall be paid in cases of causal termination? If that's what you want. I mean, it's to the board. It's a It's >> I mean, a cause is a cause. So, that's a that's a very specific thing. I mean, it's just not it's I mean,
>> you're going to have to do it. I don't know that's ever come up, but if if you if the board would like that language that no severance shall be paid in cases of causal termination, um it's a very easy inclusion. >> Might as well add it. >> I'll add that as the last sentence. >> And that's for either one, right? Year
or year after. >> I'm adding it to the last sentence of the whole section. At all times, any vote to terminate must occur at a public meeting >> with the presence of the entire CRA board. And by the way, you have to have all five members here to vote. >> So, it can't be done on less than a five member board.
>> Okay. So, you're saying to add the cause? >> Well, just saying that be clear, no seance shall be paid in case a cause of termination. If you make the termination of cause, you're not paying it. >> You got to do something egregious for cause. >> Don't just say I'm terminating for cause and not have a reason. But I'm not gonna
sit up here and >> but again to >> let you go through that motion. Sure. >> It would be >> back to a five person board. Is that even if someone's not appointed? I mean >> just >> if there's a vacancy then he's good for
until they fill that vacancy >> that create a toxic environment. >> Well, if there's a vacancy um the entire CRA board um my reading of that and we discussed this when Mr. Johnson brought up the same
point. The entire CRA board is the board that is appointed at the time. We're not using the quorum counter otherwise. It's the board that is appointed at the time. And so if there's a lack of a appointee, Mr. Hamilton, for instance, is not to vote on this contract. So it would make
sense that if this board turn around wanted to fire him the next meeting, they wouldn't need to wait for his replacement. Wouldn't make sense, but that's how it's interpreted. Okay. But if there is an appointment and that person just doesn't show just
doesn't make that first meeting that you got to have them there. So an absence is not going to be in in place. You can't do that. Everybody comfortable with this this as it is.
>> Mr. Hamilton I need a motion to approve with changes. >> All right. So move. >> We got a motion to approve with changes. >> Second. >> We got a second. >> All right. Discussion. Any more discussion? >> When you say changes, what? What >> the changes?
>> The changes I just went through on the record. I just typed into the document. >> Okay. >> Okay. >> Do I need to say that I'm recusing myself from this vote? I'm pretty sure that's >> for obvious reasons. I'm recusing myself. >> Okay. Any uh public comments?
Okay. If not, then uh >> Rob, can you turn your mic on and >> make sure that gets count? >> Yeah. >> For the record, I'm recusing myself from the vote. >> Okay. >> All right. We'll take a vote now. All in favor say I. >> I.
>> All against say nay. All right. Motion carries. 40. >> I'm emailing that to everyone right now. >> Okay. Congratulations. >> All the relative Mr. Chair, you'll be included since you're still the chair for this meeting. But >> that that's all I have. Uh obviously
this is my final board meeting and I just want to say that it's been a pleasure and honor to serve this board and to serve this community and uh certainly uh look forward to working with y'all in different capacities, but wish each of you uh a happy Thanksgiving, merry Christmas, and the
best of luck moving forward. >> Likewise, Josh and you will be missed and um we appreciate all your service and all your good work and everything you've done. I think you put this I know you put this organization this board in a in and Mr. Hamilton here in a great
position to move forward and that's what's exciting. I'm glad we have someone that's moving right in. I think we can keep doing these things and knocking stuff out. But I just I want to say thank you and if anybody else wants to say anything. >> I appreciate all the work and all that
you did and the communication. I I felt like he stayed, you know, stayed in constant contact and kept at least I know kept me up with what's going on the rest answering questions.
Did a great job. >> Thank you. >> Just uh when you see me down on the beach, bring me some suntan lotion. >> All right. Well, thank you. And uh if if nothing else, we Okay. >> Uh since we did agree on that, I'm going
to go ahead and read my resignation letter from the board. >> Okay. >> Uh just so it's on the record, and then I'll I'll send this to Josh and he can send out so you guys have a copy. Uh it says, "Please accept this as my official resignation from the CRA board effective November 23rd, 2025. I look forward to
continuing to serve with you as I move on to the executive director position, respectfully, Robert T. Hamilton, I >> All right. Does he need to uh send a letter to Sumi? Are we good? Or >> you just put it on the record and just delivered it. I think that's good. >> Nothing else. Okay, cool. >> And Josh, you, Julie, Kobe, and Reynolds
have the employment agreement. Just come by and sign it with Miss um Chance here at city hall and we'll get you on boarded. Y >> All right. Thank you. Um how soon will it be? Like tomorrow or what do you think? Like >> she has it. I mean, it's in her email right now. >> All right. I'll just let her schedule. So,
>> yeah. >> Okay. All right, then. Um, I guess we'd move on to board member comments. Has anybody got any comments they want to make? Anything they want to say? If not, we'll move on to citizen comments. Any citizens want to say
anything? If not, then uh take a I'll take a motion to adjurnn. All right. >> Yes, >> we're adjourned at 556. Is a great meeting.