SANTA ROSA BAY BRIDGE AUTHORITY
                          Milton, Florida
                 February 15, 2012 Meeting Minutes
                                                                     For Review
                                                                     & Approval

The Santa Rosa Bay Bridge Authority met on February 15, 2012 with the
following members present: Chairman, Morgan Lamb; Vice Chairman,
Gerry Goldstein, Secretary/Treasurer, Ira Mae Bruce, Member; Jim De
Vries, FDOT Planning; Roy Andrews, Esquire, SRBBA Attorney; Don
Richards, Member; David Walby, Member.

Chairman Lamb took care of some housekeeping items before calling the
meeting to order.

Chairman Lamb called the meeting to order and requested all guests sign in
and gave the teleconference guests a chance to identify themselves. (List
added to sign in sheet).

 Mr. DeVries made the Authority aware that Secretary Barfield sent his
apology for not being able to attend the meeting. (This meeting runs
concurrent with his executive meetings in Tallahassee and South Florida. He
will try to work this meeting in as often as his schedule allows.) Chairman
Lamb asked if we had a quorum without Secretary Barfield. Yes, but no
other member can be absent.

Vice Chairman Goldstein asked the Chairman if we could go around the
room and let everyone identify himself. Chairman Lamb let everyone,
including the two that joined the meeting late on the teleconference, identify
himself and all were added to the sign in sheet.

Chairman Lamb went to the item on the agenda to approve the minutes from
the December 14, 2011 meeting. A motion was made by Mr. Don Richards
to approve the minutes. Motion was seconded by Vice Chairman Goldstein.
Motion approved.

Chairman Lamb asked for a motion to approve the agenda. A motion was
made by Mr. Don Richards to approve the minutes. Motion was seconded
by Vice Chairman Goldstein. Motion approved.

Chairman Lamb turned the meeting to Attorney Roy Andrews for items on
the agenda. Mr. Andrews went to the new Chartis Insurance binder for
$2,000,000.00. This binder is for the Officers and members of the Authority
retroactive to 1/26/2012. Secretary/ Treasurer Bruce asked who would pay
the deductable. Mr. Andrews said the agreement (by email) with the Trustee,
is that the Trustee (Bank of New York Mellon (BNYM)) will pay the

Chairman Lamb presented the tabled item of payment to the BNYM for their
services to the authority. Mr. Andrews explained the charges and let the
board know the Authority is required to pay this to BNYM through the
Continuing Disclosure agreement in the Bond Document. Mr. Andrews
provided a copy for all the board members. Chairman Lamb called for a
motion to pay or have the Trustee to withdraw payment from the Revenue
account to pay. Mr. Walby made the motion and was seconded by the
Secretary/Treasurer Bruce. Motion Approved.

Chairman Lamb turned to Mr. Andrews for the explanation of the Material
Event Notice from the BNYM dated January 10, 2012. This reflected no
payment to the bondholders. Mr. Goldstein questioned BNYM attorneys
whether approving payments to the bank instead of the bondholders was the
intent of the Bond Document. The attorneys believe, because the Authority
does not have funding to carry out their duties to the bondholders, payment
to allow BNYM to do so is the intent of the Bond Document. Mr. Andrews
turned the board to the Resolution 96.1 of the bond document for further
explanation of flow of funds (found in 9.04 in the Resolution). Mr. Andrews
let the meeting attendees know the Resolution is on the website. Ms. Adkins
made them aware that the Resolution will be there for a limited amount of
time due to the file transfer program. Mr. Andrews referred to the section
9.05 for instruction of funds after default non clarity. Mr. Goldstein thanked
councils for their explanations and thought it may be helpful to the
bondholders as well as the Board.

Chairman Lamb presented the next agenda item, signatures on recurring
invoices. The items are public notices of meetings, accountant, and website
payment. Chairman Lamb called for a motion to approve signing of those
invoices. FDOT pays for those invoices under an amended agreement. At the
Departments discretion, they provide limited funds and assistance to the
Authority. These are part of Operation and Maintenance that will be
reimbursed to the FDOT. Chairman Lamb called for a motion to sign. Mr.
Don Richards made the motion and was seconded by the Secretary/Treasurer
Bruce. Motion Approved

Chairman Lamb presented the next agenda item, Charter Bank (previously
First National Bank) certificate of incumbency for members officers to sign
along with a copy of the approved minutes to present to the bank. This will
keep the account open as required by the bond document. Mr. Don Richards
made the motion and was seconded by the Mr. David Walby to sign
incumbency form. Motion Approved

Chairman Lamb turned the next agenda item to Mr. Andrews. The BP
application was submitted to BP, and there was a variance in the amount
submitted verses the toll increase amount. The attorney will submit an
approval to BP with the Authority’s approval. Upon discussion, the board
gave the Attorney approval to submit a redefined number to BP. If BP does
not agree with the submittal then split the difference and settle the case was
suggested. Chairman called for a vote. Mr. Goldstein made the motion and
was seconded by the Mr. David Walby. Motion Approved

Chairman Lamb presented the next item on the agenda, Traffic consultant.
The authority turned to Mr. Bloom to address the funding of a traffic
consultant. Mr. Bloom said he will talk to the bank and Roy, and they would
come up with a solution. The Bond Document does require you to have a
traffic consultant. With discussion the attorney let the board know it is in
the bond document that we concur with the traffic consultant or be in
default. With further in depth discussion from Mr. Gumbs and the board,
Mr. Andrews suggested we revisit the issue when we have a better idea of
the path forward. Mr. Andrews suggested we defer the decision until the
next meeting. The board agreed.

Mr. Andrews wanted to be sure the Authority members were aware the
Trustee is the BNYM, and it is required to post the Notice of Default every
July and January (as it is written in the Bond Document).

Chairman Lamb presented the next item, Network Solutions. They are the
domain provider for the Garconpointbridge website. The contract expires
March 2012 and needs board approval to reinstate the contract. The board
requested clarification before approval. Clarification and information will be
provided at the next meeting if the $181.95 is the contract price for 5 years.
With the board’s approval, Ms. Adkins will send request to FDOT under
Operation and Maintenance to pay for the contract to be reinstated. Mr. Don
Richards made the motion and was seconded by the Secretary/Treasurer
Bruce. Motion Approved

Chairman Lamb presented public letters to be addressed. The FDOT wrote a
response to a member of the public who wanted the name and signage of the
bridge to be changed. Chairman Lamb entertained a copy of the letter and
presentation from Mr. Woods. The board suggested the county and the state
would be the ones to approach with the suggested changes. Another member
of the public suggested Avalon be repaved, due to rutting of the roadway.
This also would be a state issue, and Mr. DeVries informed that resurfacing
is in the FDOT plan. Mr. Walby agreed to take this task and get back with
the Board on the progress of this issue. Chairman referred to a letter
requesting information on the revenue bonded bridge. Chairman Lamb
responded to her that all SRBBA documents are available upon request. Due
to the lack of staff, she is welcome to review the documents in the Milton
Operations Center. (Bridge plans will not be included due to Homeland

Chairman Lamb presented the next item on the agenda, Joint Legislative
Auditing Committee. The committee will hold action regarding audit not
being submitted in a timely fashion. Mr. Andrews added that we will be in
default if we do not provide an annual audit. The FDOT Inspector General’s
Office will not be providing a compilation for the SRBBA in the future. The
Authority turned to Mr. Bloom for his input. Mr. Bloom stated he would get
with the Trustee and report back to the Board in reference to money to pay
for an audit as required by the Bond Document.

Chairman Lamb asks Mr. Bloom why the Bondholder has not been paid. Mr.
Bloom said the Bank is working on this issue, and he will discuss the
findings with the authority at a later meeting. Mr. Goldstein inquired on the
debt service fund. Mr. Goldstein inquired that with the depletion of nearly
80% of the reserve fund, can the bondholders be paid a portion of that
money. The Trustee will be looking into this issue and pay the bondholders
as soon as the issue can be resolved. With discussion the trustee will get
back to the authority regarding payment to the bondholders.

Chairman Lamb took comments from other members of the public who were
at the meeting. All suggestions will be considered by the Authority.

Chairman Lamb adjourned the meeting pending any further discussion and a
motion to do so. Mr. Goldstein made a motion to adjourn and was seconded
by Mr. Don Richards. Meeting Adjourned.

Chairman Morgan Lamb
March 21, 2012

To top