Miami Parking Authority Minutes of Board Meeting Held June 24,2011

CHAIRPERSON REYES: So let's do Number 18. Scott. MR. NORIEGA: I just wanted to kind 21 of update the Board, and for the record, so that we have it in the minutes,identify, given the Herald articles and all the discussion on what Scott's actual official role with the City is going to be for the next immediate -- for the immediate future until they hire a replacement, whatever title they give that job, but basically replacing Larry Spring. Scott was initially asked for assistance to come over on an interim basis as an interim CFO. Scott and I both met with the Mayor as a result of that request and identified a compromise to that, which was, look, you know, we have obviously -- Scott has substantial responsibility here, so it be virtually impossible for him to take on that role on an interim basis. There's a lot required of that job. So they needed to find an alternative, if they wanted to put somebody officially in that title, but that Scott certainly at that point would be willing to act as an advisor to the financial staff, take on no official role, you know, not be required to sign any documents or be in any active representation to the City. He would just really act as an advisor to City staff, both financial and City Manager. So Herald article came out. It was misinformation, to say the least. I mean, it was wrong. I mean, it was never intended that way. I spoke to the Herald reporter before -- after the online article came out, but before the print article did, and clarified it. It was still mis-titled in the article in terms of the title. Certainly she probably had very little to do with that. But the gist of it is, one of the things that we realized through this entire process is that we can't seem to get around this idea that misinformation, after misinformation, after misinformation. It's a lot of -- a lot that's been misleading throughout this whole process. So Scott and I have had two subsequent meetings with the Mayor, and at the last one we identified the following: We're going to clarify Scott's role publicly, through a press release, which MPA will issue sort of along the lines of what I've mentioned here. And I'm going to send an e-mail. We had a meeting 2 3 Scott and I had a meeting with the City 4 Manager yesterday to, again, clarify Scotts role. We're doing a lot of 6 clarification here. It's like taking a lot of aspirin. Where basically Im charged with writing an e-mail to the Manager restating what we talked about yesterday. The Manager is then going to re-populate that e-mail or communication to him to the rest of the City staff, so that everyone internally and externally within the City understands that Scott is taking on no official role as the interim CFO and hopefully we'll put a period to this process. And the goal is to assist the City and try to help them find a permanent replacement ASAP, so that they can address that hole in the organizational chart. CHAIRPERSON REYES: Just MR. NORIEGA: Scott, want to add anything? CHAIRPERSON REYES: I'm sure he has something else that needs to be read into the record. MR. SIMPSON: I'm extremely uncomfortable with this, just from the miscommunication. It was crystal clear when the City first came to us. And I'd like to extend our appreciation to the City's trust, and the MPA, and the leadership under Art to want us to bring in and help them in this transitional period. When they first reached out to us, we did offer assistance to help them. It was very clear that it would be in an advisory capacity, no title. Originally it would be more of a mentor to Diana, who's the Finance Director, and Martha, who's the Budget Director, to help them step up to the role of a directorship. And by doing that, it would convey the perception of financial stability as well as create a succession plan, which was key in the City. Certain things have not happened there. There continues to be this miscommunication. Even as late as yesterday at the Commission meeting, it was told that the interim director, their interim CFO, would come over and answer all the questions about the contributions from the Parking Authority. The problem that

causes is the false expectation of what the role can do on a part-time basis, to wall street, investors in Miami bonds as well as general community. That role that is being portrayed, I've
done a similar role. I've done it in for eight years.

And it's not part-time. It's a 16, 17-hour day. I left six years ago for various reasons. The reasons I left are still in place and still Intact. I've continued to meet with the Mayor and Art out of respect for Art as well as the office of the Mayor, but if the expectation of what can be done is not clearly delineated publicly and privately, I cannot do this. I cannot do this to my family. Again, that's the reason I left six years ago. CHAIRPERSON REYES: We are completely clear. You and I have had conversations. I know you've talked to the Board, You know how I feel about this. I've told you specifically I back you up in whatever you want to do. BOARD MEMBER HERTZ: Yes. CHAIRPERSON REYES: You have our full support. You are an employee of the Miami Parking Authority. You are our CFO. I don't like to share, basically, and Art knows this. I don't like to share Art. So I hear you. And whatever you want from this Board, I think I speak for them, because I know that you've expressed to me what they said to you, so we will support you. Tim is still on board for the next couple of weeks. Whatever needs to be expressed to the media, you will clear it up. We don't want you to feel up against the wall. Whenever you say this is it, I want to come home, this is home to you. BOARD MEMBER HERTZ: That's exactly my feelings. BOARD MEMBER JELKE: I don't like you, but you're a good CFO for us. So I agree. CHAIRPERSON REYES: And I think that, as you said, it speaks volumes to who you are and what you do and the caliber of work that you do. That after claiming that there's an investigation on us, after saying that we've done -- you know, we've mismanaged this place, that now they're asking for you to come and help them to bail them out of their problems. So it speaks volumes of who you are, and we're very proud to have you here, so we don't want to lose you. MR. SIMPSON: Then I would ask that the Board support my decision that we cease this and not go over and assist them, because I think no matter what happens, I don't think there ever will be a clear delineation of the role and expectation of me being the gatekeeper in a part-time capacity. This will only come back to harm me personally as well as the Authority. CHAIRPERSON REYES: Whatever you want to do, you write that letter. And you need us to sign it -- as Board Chair, I support you. You want me to sign a letter, I'll sign a letter. The rest of the Board BOARD MEMBER HERTZ: I'll sign it. MR. SIMPSON: You'll have the letter today. CHAIRPERSON REYES: Got it. MR. SIMPSON: I appreciate it. MR. SUAREZ-RIVAS: Right. The thing, what I would prefer, it's a technical point. CHAIRPERSON REYES: This whole technicality. MR. SUAREZ-RIVAS: Yeah, I'm sorry about that. I guess that's my role sometimes. Send a letter to the Chair, and you can say that, without objection from the Board, that it's your understanding that the Board would want you to, you know, approve and sign on behalf of the Board such a letter saying that you support Mr. Simpson's decision due to, you know, the uncertainty of the role and the conflicts, whatever it is that's going to he said. CHAIRPERSON REYES: We're going to run it by me. MR. SUAREZ-RIVAS: Yeah, but-that's fine, but the point is, I don't want you circulating the letter. You just sign as the Chair. You understand what I'm saying? CHAIRPERSON REYES: Yes. Absolutely. I understand. MR. SUAREZ-RIVAS: The letter is to the Chair, Scott, period. MR. NORIEGA: No, no, here's how it's going to happen. It's not going to go down like that. Let me be real clear. Scott works under me.

CHAIRPERSON REYES: We know. MR. NORIEGA: So delineate how this is going to get communicated, is the communication comes from me. It's not going to come from Scott. It's not going to come from the Board. The Board can certainly write a separate letter supporting the decision, but the letter is going to come from me. So that's how it's going to get processed. Scott works under my supervision. And in order to maintain the proper, we'll call it chain of command, we're going to run the mechanics that way. MR. SUAREZ-RIVAS: That sounds appropriate. You know, unless I'm asked for some legal point, it doesn't matter to me who-MR. NORIEGA: I got it under control. MR. SUAREZ-RIVAS: I don't want you to circulate it, as a sunshine thing. That's my point. CHAIRPERSON REYES: Just for clarification purposes, please let that letter convey Scott's feelings through you. MR. NORIEGA: Oh, Scott is going to draft the letter. He's going to be able to convey whatever feelings he wants. I'm just going to sign it. MR. SUAREZ-RIVAS: That's very appropriate, yes.