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Minutes 11-17-08 MINUTES OF SPECIAL MEETING OF THE COMMUNITY REDEVELOPMENT AGENCY BOARD MEETING HELD ON MONDAY, NOVEMBER 17, 2008, AT 5:00 P.M. IN CITY COMMISSION CHAMBERS, BOYNTON BEACH, FLORIDA PRESENT: Jerry Taylor, Chair Lisa Bright, Executive Director Jose Rodriguez, Vice Chair James Cherof, Board Attorney Woodrow L. Hay Marlene Ross ABSENT: Ron Weiland I. Call to Order – Chair Jerry Taylor Chair Taylor called the meeting to order at 5:01 p.m. II. Pledge to the Flag and Invocation Mr. Hay offered the invocation followed by the Pledge of Allegiance to the Flag. III. Roll Call The Recording Secretary called the roll, and a quorum was present. IV. Discussion of the Draft Master Development Agreement Submitted by the Auburn Group, for the Martin Luther King Corridor Project Area Lisa Bright, Executive Director, advised staff sought policy direction on 16 items brought before the Board at the October 14, 2008 meeting. The Board recommendations were noted, and a revised agreement was received from Auburn on October 31, 2008. The City Attorney and CRA Staff reviewed the agreement and determined a special meeting should be held to ensure the agreement reflected the Board’s direction. Cito Beguiristain, the Auburn Group, noted Auburn had revised the Master Development Agreement to reflect their understanding of the Board’s direction. The only item pending which had not been discussed with CRA staff was the grocery store. In the original agreement, the grocery store was going to be leased by the CRA and subsequently given to the CRA for $1.00 upon the commencement of Phase IV. As 1 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 17, 2008 such, Auburn sought direction from the Board, as the grocery store was a key element in terms of the tax credits and moving forward with the project. It was noted each item would be addressed separately. Attorney Cherof suggested working from the outline prepared by Ms. Bright and staff. Item 1, Term of Agreement. Staff had recommended the 20-year period requested by Auburn be reduced to 10 years. Auburn reduced the term to 12 years. Staff had inquired whether the City/CRA should enter into a long-term development agreement based on current market conditions. Chair Taylor had no objection to the 12-year period, as long as items to be addressed at a future date were acceptable. Attorney Cherof advised it would not be necessary to vote on the items, as this was essentially a workshop meeting, and input was sought in order that the document could be finalized. Item 2, Subsidy Amount Requested by Auburn. It was noted the total estimated Tax Increment Financing (TIF) for all four phases would be $1,480,618. Susan Harris, Finance Director, advised the Tax Increment Financing (TIF) would generate approximately $29,600,000 from 2016 through 2036. The break-even point was estimated at 20 years. With regard to a third-party review, Mr. Hay commented he would want to have all the input possible to review the numbers. He requested clarification of the following language contained in the agreement: “Auburn shall determine, in its sole discretion, the exact number of units to be developed and the exact location of the land to be used for Phase I.” Tom Hinners, the Auburn Group, explained the language had been inserted because contiguous land was needed, preferably a rectangle, in a development of this nature. Certain lots within the Heart of Boynton (HOB) were difficult or impossible to acquire. It would have to be determined which rectangle would best serve the development of the community. It had been determined Auburn could only develop 120 units on four acres. Auburn had four acres under contract on the south side of MLK Boulevard, west of the proposed public parking garage. The location would be specified in the agreement. Vice Chair Rodriguez believed Auburn was still attempting to acquire land and could not commit to a particular area until the acquisition process had concluded. He added 2 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 17, 2008 safeguards were in place and Auburn would be required to submit plans which could be either approved or rejected by the Board. Chair Taylor requested clarification, as the language in the agreement required 40 units per acre be developed on four acres while also asserting Auburn had sole discretion on the exact number of units to be developed. Mr. Hinners believed 30 units would be developed, rather than 40. Mr. Hay believed a third-party review was warranted for a project of this size. Ms. Ross pointed out a third-party review of the financial verifications was typical. Vice Chair Rodriguez commented he was unaware of the current Board having had a third-party review on a pro forma. Ms. Bright noted the Board historically sought third-party reviews. She pointed out the Treasure Coast Regional Planning Council had been hired to evaluate the Seacrest Village project and PMG Associates had been hired to calculate Tax Increment Financing (TIF). The Tax Increment Financing (TIF) calculations for the Auburn project had been calculated internally, at the Board’s direction, by Ms. Brooks and Ms. Harris. Vivian Brooks, Assistant Director, advised she and Ms. Harris used the sales figures shown on the pro forma submitted by Auburn, and were comfortable with the calculations, as long as the sales figures remained in the range set forth. It was noted a consultant had been hired to assist CRA staff in reviewing the pro forma. Vice Chair Rodriguez opined he had confidence in staff’s work and a consultant had been hired to assist staff. He believed a third-party review would amount to “overkill.” Mr. Hay also had confidence in staff. However, the current members would not always be serving on the Board, and a third-party review was beneficial on a project of this size to ensure nothing had been overlooked. The Board had utilized this procedure in the past, and Mr. Hay would support going forward with the review. This, however, was a decision for the Board, and as such, he would govern himself accordingly. Chair Taylor pointed out it was crucial the figures presented were correct, or the assumptions on the Tax Increment Financing (TIF) would be incorrect in the future. He agreed with Mr. Hay as to the third-party review and inquired as to the timeframe. Ms. Bright indicated it would take approximately 90 to 120 days for the analysis. Vice Mayor Rodriguez commented any third-party vendor would have to make assumptions, as did staff. Mr. Hay believed the Board did not have the expertise to know what would transpire in the future, and he favored hiring someone who specialized in this area. 3 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 17, 2008 Ms. Harris indicated the value of having a third-party was that specialists would review the amount of the subsidy requested by the CRA to determine whether it was reasonable and accurate based on the project as presented. Vice Mayor Rodriguez did not believe it was necessary for a third party to confirm a review already made by staff and a consultant, and he believed the project should move forward. Mr. Hay did not feel waiting a few more months for the analysis would be detrimental and would likely avoid future problems. Ms. Ross commented on the significance of Mr. Hays’ comments in light of the current economic climate. Ms. Harris noted it was believed at the time the final budget was approved, based on the CRA’s operating budget and projected revenues for the next few years, funding would be available internally and bonding would not be necessary for the first three phases of the project. A bond would have to be floated for the parking garage if that was an allowable item. Since the approval of the budget, Ms. Harris had again reviewed the budget projection. She removed from the analysis the revenue anticipated from the annexation of the southern properties. The revenue, $500,000, was anticipated for the next fiscal year. The sums of $1.2 and $1.3 million were anticipated in the outgoing years. Staff had attempted to resolve this issue by st December 31 as the new tax roll would become effective on January 1st. Vice Chair Rodriguez remarked safeguards had been developed in the agreement that would protect against shortfalls in the Tax Increment Financing (TIF) and would provide the Board an opportunity to review the project. Attorney Cherof noted the agreement contained language providing an opportunity for the CRA and the developer to end its contractual arrangement. Based on the comments made by Ms. Harris, Mr. Hay advised he would back down from his position, as he believed the funds should be acquired by the end of the year. He did not wish to delay the project, but wanted it noted, for the record, he favored a third- party review as a precaution against problems that could occur in the future. Vice Chair Rodriguez supported moving forward with the project. This was a long-term project and certain assumptions would have to be made, as with any long-term capital project. Chair Taylor also wanted the project to move forward. However, he questioned whether sufficient funds were available. The receipt of the annexation monies and other available monies would provide funding for the first three phases of the project, but there were no guarantees the annexation monies would be received. Ms. Harris noted $1 million had been allocated in the current fiscal year’s budget for the MLK project. The sum of $853,000 would come out of the next fiscal year’s budget for the $1.9 million required. Changes made since the budget had been approved on 4 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 17, 2008 September 2, 2008 evidenced a shift in the financial dynamics for the first three phases of the project. For fiscal year 2009/2010, it was believed the assessed valuations would fall 4.5%, but it appeared it might be closer to 10%. This would not be known for certain until June, or until additional data was received by the City. There had been pledges of $150,000 by the Board for the next fiscal year for the Fourth Street project. A deficit of nearly $2 million was anticipated for fiscal year 2009/2010. If the project were to move forward as currently requested, it would be necessary to cut $2 million for other projects and programs. It was believed the $500,000 originally anticipated from the southern properties would not be received until next year, and it would be necessary to push the timeline forward. Vice Chair Rodriguez pointed out the sum of $1.5 million could be cut from the budget for 2010/2011, by eliminating $640,000 for policing and $300,000 for professional services. In this manner, the Board would be able to focus on slum and blight. Ms. Harris pointed out Tax Increment Financing (TIF) revenues were generally not received until late December. Therefore, monies for a project of this magnitude would not be available until January. Working capital in the fund balance was adequate to date, but might not be in the future, as Tax Increment Financing (TIF) monies had been reduced. Safeguards were needed in order to address timing issues in the current contract relating to payments required by the CRA. Chair Taylor believed if the $1,933,648 deficit were required to be made up in 2009/2010, all other CRA projects and programs would have to be halted. Ms. Harris pointed out the $1.9 million budgeted in 2010/2011 for Marina renovations could be held in abeyance in order to provide additional funding. Chair Taylor believed the Marina project was of great benefit to the downtown area. Ms. Ross noted revenues for 2008/2009 had decreased 9.7% and questioned whether losses anticipated at 4.5% in 2009/2010 would actually be closer to 10%. Ms. Harris replied that although the figures were preliminary, it appeared the losses would be worse than anticipated. If the losses for fiscal year 2009/2010 were indeed 10%, a deficit of $2.5 million was anticipated for next year. Ms. Harris noted this year’s budget provided for $1 million and an additional $853,000 was sought for the budget for fiscal year 2009/2010. Ms. Bright advised the sum of $800,000 had been budgeted in addition to the $150,000 pledged by the Board for the expansion of the Fourth Street project. However, the City would only carry the CRA for $400,000 until 2011. As bonding was not currently an option, it was suggested moving forward with the agreement with contingencies built in for revenue, Tax Increment Financing (TIF), number of units and any other concerns. Chair Taylor pointed out if the Board were to 5 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 17, 2008 go forward with the agreement, the developer would be forced to invest large sums of money without any assurances the City/CRA would have the funding to continue the project in the future. Mr. Hinners commented while he had already spent a good deal of money, he would expect some kind of certainty or indication of a partnership. Once a partnership had been established, he would be able to request funding from other government bodies, and the CRA’s obligation would be reduced. Mr. Hinners had no objection with building in contingencies between phases prior to moving forward. Chair Taylor understood the 163 Agreement would bind the CRA to a financial commitment of 12 years. Attorney Cherof pointed out only the City could enter into such an agreement. The CRA had no authority to do so because it did not control zoning approvals. In terms of an exit strategy, the same contingencies could be incorporated into a document that was not a 163 Agreement. Susan Motley, Attorney, Ruden McClosky, agreed with Attorney Cherof, adding a 163 Agreement allowed an elected body to agree in the future that certain development was approved. It addressed a concept called “Contract Zoning,” wherein future approvals could be attacked because the current Board members or current Commission might not be serving at the time the proposed development would actually take place. Once the land use was approved for this development, it was important the agreement be converted for that particular phase into a 163 Agreement in order to commit to development approvals for the future. All of the conditions addressed at this meeting could be incorporated into a 163 Agreement. Attorney Cherof indicated the Board did not have the ability to modify the land use on any property, including the CRA district, and only the City Commission could do so. It was noted the Board members agreed not to seek third-party verification and were comfortable with the CRA working with the consultant on staff. Item #3, Auburn’s Request for a 163 Agreement. This item was discussed above. Item 4, Number of Phases. Vice Chair Rodriguez believed it was agreed the City/CRA would not commit funds beyond the first phase and contingencies would be placed in the agreement. Mr. Hay pointed out the agreement provided the CRA was not obligated to advance funds until the previous phase had been substantially completed. Mr. Hinners concurred, adding, there would be no obligation except to the extent funding had been received from another source. This would enable Auburn to move the project along. Mr. Hay requested clarification on the following language appearing in the agreement: “…Auburn shall have no right to any designated advancement from the CRA for the new 6 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 17, 2008 phase, until the prior phase is substantially complete.” He questioned whether “substantially” referred to a particular percentage. It was suggested the word “substantially” be stricken and in its place, wording such as, “…75% or at the Board’s discretion…” so that the Board would not be locked into a percentage. Attorney Cherof indicated language could be inserted with parameters set by the Board.” Mr. Hinners pointed out the phases had been established before Auburn was aware it had not been prepared to have a grocery store in place in order to obtain the necessary tax credits. The grocery store was to have been developed in Phase III. It was therefore thought Phase III should be developed first in order to meet the tax credit proximity requirement. Mr. Hay requested clarification as to whether the grocery store was needed in Phase I or Phase III. Attorney Cherof suggested it would be beneficial for staff to explain why the grocery store was such an important component in the project. Ms. Brooks advised the Florida Housing Finance Corporation required a 4,500 square foot grocery store be fully operational at the time application was made for the tax credit. CRA staff had meetings with representatives from a national grocery store chain who had expressed their interest in the site, and indicated they wished to move forward quickly. Ms. Brooks pointed out Auburn proposed under its pro forma a 4,500 square foot store on which the Tax Increment Financing (TIF) was negligible. CRA staff had in mind a shopping center with a 20,000 square foot grocery store and another 20,000 square foot adjacent retail operation. Thus, the Tax Increment Financing (TIF) would be much greater. Language would have to be included in the agreement for this option. Mr. Hinners believed a shopping plaza would usurp a good deal of the land upon which Auburn had intended to build single-family housing. The acreage needed for the grocery store or shopping center would require 2.5 to 3 acres. The land at the eastern end of MLK at Seacrest had been zoned for commercial use. If single-family homes were to be constructed on the property, an amendment to the land use would be necessary. Mr. Hinners indicated Auburn wished to have the grocery store built in a reasonable period of time. Auburn would manage the project with the assistance of a commercial developer, and Auburn would be accountable for the project. Ms. Brooks pointed out the CRA was responsible for the debt coverage under the agreement. Mr. Hinners did not believe this provision should have appeared in the most recent draft agreement. Item 5, Request for Public Subsidy for Market Rate Development. Attorney Cherof advised that bond counsel, Mark Raymond, recommended at the time the public 7 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 17, 2008 purpose had been described, it be tested through a bond validation proceeding. If approved, it would be safe to move forward. If not, this would at least be brought to light prior to being challenged. Attorney Cherof agreed with Mr. Raymond’s recommendation. It was noted the $11 million requested was included in the $23 million total CRA contribution for all phases. Chair Taylor inquired as to why the developer would not wish to build the parking garage. Mr. Hinners responded projections indicated public assistance was necessary, and the amount requested was Auburn’s estimate as to what was required for the project to be financially feasible. Chair Taylor inquired whether the parking garage would accommodate the people purchasing the units. Mr. Hinners advised public parking would be provided during the day and some of the spots would be reserved for residents at night. Retail offices on Federal Highway would require parking in the garage. Public parking would also be required for the Senior Center. These issues would be resolved with the bond counsel in order to justify a public purpose. Mr. Hay inquired as to the affordability component which required 20% of the units in Phase IV be added to comply with the City’s Workforce Housing Ordinance. Mr. Hinners replied the affordability component was determined by the median income and sale prices in existence at the time. Auburn would have to sell at that amount, or lower, to households below a percentage of the median income. Chair Taylor inquired as to Auburn’s strategy in the event the bond counsel recommended against payment by the CRA for the garage. Mr. Hinners replied Auburn would scale down the development. Mr. Hay inquired whether there was a possibility Auburn might not be able to acquire the property on the north side of MLK Boulevard. Mr. Hinners replied the garage was currently located on both sides of MLK Boulevard, and in the event Auburn was unable to acquire the property, one side of the garage would be situated on MLK Boulevard and the other on the block to the south. Item 6, Request for Funding for Public Improvements. Mr. Hinners noted Auburn had specified the funding be fixed at $1 million for the streetscape and all landscaping in the circle. Ms. Bright pointed out the minutes of October 14, 2008 reflected the sum of $500,000 was agreed upon for a traffic circle, and the balance would cover the entire area, including the renovation of the exterior of St. Paul’s AME Church. It was noted the $1 million was included in the $23 million total CRA contribution. Mr. Hay noted he had no objection to the renovation of St. Paul’s AME Church, but questioned how that came about. Mr. Hinners advised that the premise for the renovation was to enhance the appearance of the church, which was located in the area of the planned circle. 8 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 17, 2008 Auburn was also working with other churches in the area. A very small portion of the $1 million would be utilized for the renovation. A circle would be installed at the intersection west of the church, as well as at MLK and Seacrest Boulevards. Item 7, Phasing Order. This item was previously discussed. Item 8, Project Scope. This item had been clarified at the October 14, 2008 meeting as an error by Mr. Hinners. Mr. Hinners noted the error pertained to the 26.3 versus 27 acres. Auburn desired to move the project south because the property currently utilized for adult entertainment was impossible to acquire. The assessed values for the property and what would be built far exceeded the value of the current establishment. Item 9, Retail. This item was previously addressed. Item 10, Height. Mr. Hay understood that the Board was not considering seven or eight stories between Seacrest and the FEC railroad tracks prior to Auburn entering Phase IV. Phase IV would consist of seven or eight stories. Mr. Hinners concurred. Item 11, Financial Capacity. Mr. Hay felt a periodic check of the final health of Auburn was advisable. Mr. Hinners pointed out a construction lender would not provide a commitment for funds to build the project if Auburn was not financially capable of doing so. The agreement required Auburn provide financial statements to staff unless a construction lender had provided the loan commitment. Staff concurred. Ms. Bright believed 15 days was too short a time within which to review the financial statements and requested 30 days. Mr. Hinners had no objection to the request. Item 12, Liquidated Damages. This item was removed from the agreement. Item 13, Overhead Reimbursement. Ms. Bright noted, in the October 14, 2008 minutes, st Mr. Hinners suggested July 1 as the commencement date for the expenses to accrue. Ms. Bright had been working with Mr. Beguiristain to determine a breakdown of the overhead expenses. Mr. Hinners pointed out the costs would only apply to Auburn’s staff who specifically worked on the development. Ms. Bright was not aware of the employees or who comprised the project team, nor was she aware of the salaries. While the verifiable expenses were not in question, the issue was nature of the expenses. Mr. Beguiristain’s suggestion was to remove the fees for surveys, planners, engineers and architects from the pro forma in order to calculate the costs. Mr. Hinners remarked he could provide a salary schedule. However, in order to protect the privacy of Auburn’s employees and their earnings, he would rather provide percentages. He assured this issue could be resolved. 9 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 17, 2008 Chair Taylor was not aware of any project undertaken in the City wherein the CRA had been required to reimburse overhead expenses and did not know why this would be considered. Auburn’s reimbursement would not be required if the project proceeded. However, if required, the amount would not be excessive, and Auburn would work with staff. Attorney Cherof noted payment would be tied into the contingencies discussed earlier. In the event the City/CRA were to exercise a contingency to exit the contract, the developer believed a fee would be associated therewith. Vice Chair Rodriguez believed the payment of expenses was not tied to a contingency, rather if the City elected to terminate the project, there would be costs associated, and he believed this was understandable. Mr. Hay could not understand being responsible for Auburn’s third- party consultants and contractors and if so, limits should be set. Vice Chair Rodriguez pointed out if the City/CRA had a contract in place with contingencies built around various events, and if one of the events came to fruition, actions could be taken by either the City or the developer, and the contractual arrangement should be terminated. In the event another Board was in place next year and the Board elected to cancel the contract without a contingency, Auburn would expect to be compensated. Vice Chair Rodriguez believed it would be the Legal Department’s responsibility to determine the consequences if a Board took drastic measures as a result of a non-event or no-cause issue. Attorney Cherof noted the appropriate clause was contained in Paragraph 24.2 of the contract dealing with Phase I. Mr. Hinners indicated in the event Auburn acquired land for Phase I, the CRA would then acquire the land from Auburn. Attorney Motley believed Attorney Cherof was referring to Paragraph 24.1 which provided if Auburn had been unable to obtain housing credits for the Phase I Senior Apartments by January 15, 2012, the CRA would then have the option to terminate the agreement and require Auburn to convey the land back to the CRA. She believed the intention was to cover a default by the CRA if the CRA found another developer they preferred. Chair Taylor and Vice Chair Rodriguez objected to the CRA being held accountable if Auburn could not obtain the housing credits. Attorney Motley agreed, noting the agreement would be amended to that effect. Vice Chair Rodriguez felt the Board should agree that the only occasion on which there should be any discussion of compensation or costs would be for a non- event or a no-cause termination by a Board. Item 14, Property Acquisition/Pricing. Mr. Hinners pointed out that Auburn’s cost for the land did not affect the amount of the CRA’s contribution towards the project. If Auburn overpaid for the land, that would be their responsibility. Attorney Cherof commented the contribution would only increase if the CRA had to buy the land back. If that contingency occurred, there would be an increased cost to the CRA. 10 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 17, 2008 Ms. Bright noted the Agreement contained language pertaining to eminent domain. She questioned whether it was Auburn’s expectation the CRA or the City would pay for eminent domain parcels. Mr. Hinners believed the use of eminent domain to acquire a parcel for a public purpose would be undertaken by the City or CRA, and these entities would also be responsible for the costs. Auburn had no ability to require the City or CRA to commence eminent domain proceedings. Item 15, Rollover of CRA Funds. Mr. Hinners contended this provision had been in the prior agreement and had not been changed. He noted grants or other funding received by Auburn from sources other than the CRA would reduce the CRA’s funding commitment. The funds rolled over would accelerate the program and provide Tax Increment Financing (TIF) revenue to the City and CRA sooner than anticipated. He noted funding obtained in the form of a loan from other sources would accelerate the CRA’s tax revenue, but would have to be repaid and would not reduce the CRA’s contribution. Mr. Hay pointed out the revised language required that Auburn provide the CRA with copies of all loan and funding commitments, property closing statements and third- party contracts for costs related to the development and construction, and a final accounting of project costs upon completion. It was noted the revised language had been recommended by staff. Mr. Hay requested that language be added requiring the documents be provided upon completion of each phase. Ms. Bright advised new accounting practices would require an accounting after each phase for risk assessment standards. Mr. Hinners had no objection. Ms. Bright requested clarification with regard to language pertaining to a “loan” by the CRA to Auburn of $11,704,000 for construction in Phase IV. Mr. Hinners explained this was a forgivable loan. Mr. Hay inquired whether land use and zoning approvals for Phase IV would be completed by March 15, 2009. Mr. Hinners explained there was no longer any urgency with respect to this provision, as the grocery store issue had not been resolved. The agreement called for another date for completion of the rental development. To the extent the rental development could not be commenced as a result of the grocery store issue, he believed that date should be extended accordingly. With regard to the implementation of the changes discussed, Attorney Motley would prepare the revised Master Development Agreement, incorporating the contingencies and changes discussed. The revised agreement would be brought back to the CRA Board and thereafter to the City Commission for approval. Vice Chair Rodriguez suggested the City’s input be available at the time the agreement was brought before the CRA Board, and that any policy issues be brought to the Commission as soon as possible. The City Manager’s office was also looking into timing and other issues. Lori 11 Meeting Minutes Community Redevelopment Agency Board Boynton Beach, Florida November 17, 2008 LaVerriere, Assistant City Manager, remarked it was possible policy decisions would be addressed at the December 16, 2008 Commission meeting. Attorney Cheraf believed the need for a Senior Center would constitute a policy decision, as the operation of the facility would involve recurring costs to the City. Ms. Bright reminded Auburn that Tax Increment Financing (TIF) revenues would not be received by the CRA until late December or January which could delay payments required by the CRA. Attorney Cherof pointed out the budget projection was significant as budgetary issues would be included in the contingencies. Mr. Hinners noted Auburn was required to have a Senior Center open to the public in order to obtain tax credits. Item 16. Below Market Rate Financing. This item had been addressed earlier. V. Adjournment There being no further business to discuss, the meeting properly adjourned at 6:58 p.m. $~~. 0/- Stephanie D. Kahn Recording Secretary 111908 12