Sedona AZ (September 3, 2011) - In the interest of fairness, the SedonaEye.com provides the Sedona Fire District August 31, 2011 Governing Board Meeting Minutes without comment:
DRAFT ~ SPECIAL BOARD MEETING
Station #1 – 2860 Southwest Drive – West Sedona – Multipurpose Room
Wednesday, August 31, 2011 / 3:00 PM
~ MINUTES ~
I. CALL TO ORDER/ROLL CALL.
Board Present: David Blauert – Chairman
Craig Dible, Phyllis Erick – Members
Board Absent: Charles Christensen – Clerk (Excused) and Ty Montgomery – Member (Excused)
Terry Keller, Assistant Chief Gary Johnson, Fire Marshal
Karen Daines, Business Director Bill Whittington, Board Attorney
Carla Dufort, Administrative Lead Approximately 20 Members of the Public
Tricia Greer, Recording Clerk
Mr. Blauert called the meeting to order at 3:05 PM and announced that Board Members Charles Christensen and Ty Montgomery both would be absent due to emergency situations.
II. SALUTE TO THE FLAG OF THE UNITED STATES OF AMERICA AND MOMENT OF SILENCE TO HONOR ALL AMERICAN MEN AND WOMEN IN SERVICE TO OUR COUNTRY, FIREFIGHTERS, AND POLICE OFFICERS.
Mr. Blauert led the Pledge of Allegiance and Moment of Silence.
III. PUBLIC FORUM.
Karen Strauch, Chapel Area: I would like to speak to the issue of the ratification of the contract of legal representation by the Law Firm of Jennings and Strauss.
This is the firm that Mrs. Erick contacted and incurred $7,034.
A bit of history, at the August 24th Board meeting, Mrs. Erick asked Mr. Whittington – quote – if she had made a motion to allow her to contact the pension specialist, which was passed by the Board – end quote. Why she would need to ratify the action if she had the Board’s authority?
The exact motion in the Minutes of the March 23rd Board meeting was that – quote – Mrs. Erick asked permission to meet with a consultant – she doesn’t specify an attorney – at minimal cost, I repeat, at minimal cost on the existing 401A.
I don’t know what Mrs. Erick’s definition of minimal cost is but, $7,034 isn’t minimal cost to me. But, this wasn’t her own money, it was only taxpayer money.
One would presume that a fiscally responsible Board member, as Mrs. Erick purports to be, would first ask the question, what are your rates, and can you approximate how many hours of work this job might take, because I must take this back to my Board and get approval. She did not do that, and that is why ratification is now necessary.
She also said at one Board meeting when both our former Chief Hazime and Karen Daines offered to help with this issue, I’ll take care of it. Well, she certainly did, to the tune of over $7,000.
This money was an absolute useless expenditure because as we know and is verifiable in the Board Minutes, Mrs. Erick gave incomplete information to the attorney, Mr. Overholt, so, the rendering of his opinion was useless.
Thanks to Mr. Montgomery for looking out for the taxpayer and asking that these legal fees be brought to light. It seems to me that the Board is expecting this high-priced audit firm that it is contracting with, to find incorrect, unauthorized expenditures in the fiscal documents of the district. If McGladrey does a thorough audit, I believe they will find incorrect, unauthorized expenditures, but that these expenditures come from individual Board Members without proper Board authorization, and that they were useless, unneeded, and a waste of taxpayer money. Thank you.
Susan Read, Village of Oak Creek: I’ve heard a rumor, and I don’t like rumors because I find them unproductive and misleading, in most cases. But I do request something of Mr. Blauert, because you are the Chairman of the Fire District Board, I would like to put to rest the rumor that is presently going around, that the Board is trying to put into effect a volunteer fire department. Now, I know that you can’t respond to my request because of your procedures, currently. But, I would like to request a letter in writing from you to answer my question. Now, if don’t receive a letter, then I would assume the rumor is correct. My address is listed on the form, so I would greatly appreciate it. Thank you very much.
~ DRAFT ~ 8/31/11 SFD Special Board Minutes Page 2
Karen Dansby, M.D., West Sedona: Good afternoon. There’s been a lot of controversy over the Sedona Fire Board’s actions and decisions over the past several months, and I decided to see for myself what was going on. I did not want to be influenced by what people were saying or what was being written in the local media. I attended my first meeting last Wednesday, August the 24th, and I was appalled. First of all, the way Board Members tried to defend the use of public taxpayers’ money for attorney fees without discussing it before the whole Board to get approval for legal advice prior to contacting attorneys is deplorable. And now, you are putting on today’s Agenda for approval after the fact.
A second concern that I have is holding this meeting today, on such short notice at 3:00 PM in the afternoon without the attendance of Mr. Montgomery or Mr. Christensen and Mr. Montgomery is the one that was responsible for bringing this subject up in the first place.
If you are calling a Special Fire Board meeting, why don’t you be sure all the Board Members can attend? Is this because you do not want Mr. Montgomery, or maybe Mr. Christensen to attend or the public to attend?
When I was Chairman of the Parks and Rec Commission for the City of Sedona, we did hold Special Board meetings, but they were announced way ahead of time and held at 5:00 PM, so working people could attend. I think that your fiscal responsibility must be balanced with common sense. I do not think that the $180,000, which was 82% above the other bids for financial advisory and management consulting by RSM-McGladrey shows sound decision making.
Why won’t you answer questions the public asks about how these decisions came about? I take a dim view of making a decision of this magnitude by performing a telephone interview with perspective consultants. I hope that when you get to Section V.A in today’s Agenda, that you will spend some time discussing the rationale behind your decision to select this consulting firm.
I was also shocked by the attitude displayed by the Board Members. Their body language, the way you would not maintain eye contact amongst yourselves as well as the public was disheartening.
We elected you, why don’t you answer our questions openly and honestly? Why can’t you look us in the eye and tell us your reasoning behind your decisions? All we are asking is an explanation for your decisions. I encourage each and every one of the Board Members to clear the adversarial air, and act responsibly.
The public loves and respects the firemen and the Sedona Fire District staff. Help them do their jobs effectively and serve this community. All of your meetings should be open and transparent. Schedule Executive Sessions only when there are sensitive personnel or salary issues. Transparency of your actions is of utmost importance. Sedona’s loss of a Fire Chief is Verde Valley Fire District’s gain.
Let us move on in a unified and professional manner. Thank you.
Mr. Blauert explained that Mr. Christensen called shortly before this meeting stating he had fallen and needed stitches, and Mr. Montgomery called immediately before the meeting to say he could not attend because of a last-minute patient emergency; not having the two Board Members here was not a planned action to avoid their attendance, and this meeting was held in the afternoon because of the teleconference with McGladrey in Chicago.
IV. RATIFICATION OF PREVIOUS BOARD ACTIONS.
A. Discussion/Possible Action on Approval of Contract of Legal Representation by Firm of Ridenour, Hienton & Lewis; Ratification of Expenditures previously made thereunder. (Resolution #2011-05)
Mr. Blauert asked Ms. Greer to read Resolution #2011-05 aloud. (Attached) Mr. Dible referred to Board Policy #2000-6, Request for Legal Assistance, which he stated was very vague and then read pertinent phrases, as follows: “Purpose. To establish uniform guidelines for requesting legal opinions and assistance from Fire District attorney or any other attorney approved by the Sedona Fire District. Scope. This Policy applies to members of the Sedona Fire District Board. Policy. Any request for legal assistance is to come from the Board Chairman or Board Member with notice to the Board Chairman.”
He said he is not arguing with the idea of ratification and approval, but it appears according to Policy, there are no guidelines. He said, as Board Members, they rely on Attorney Whittington to instruct them in correct procedures. Mr. Dible said the actions addressed in this Resolution took place on April 27, 2011, four months ago, and said he does not understand the delay in discovering this issue.
Mr. Whittington responded he would be glad to go back through his notes to help see how his understanding of this came about and when it came to his attention, he suggested it be placed on the Agenda for ratification, which happened, and then, it was removed and placed back on now. He said he was not asked to review the contract in question before it was approved, and had no reason to understand what the contents of that contract were before it was approved; Mr. Whittington said it was after its approval that he learned of the discrepancy being ratified today.
Mr. Dible asked what could be done so that this type situation does not occur again. Mr. Whittington said there are several ways to deal with this, and this contract, as well as the pension attorney contract, was not given to him for review before they were brought to the Board for approval.
He said, occasionally, someone on the Board would drop a document on his desk the day of the meeting, but generally, he does not take that as a serious request for analysis during the course of the meeting; he said if the contract had been presented to him, he could have opined on it, but he was never asked to do so.
~ DRAFT ~ 8/31/11 SFD Special Board Minutes Page 3
Mr. Dible suggested adopting a policy that makes sure contracts are reviewed by Mr. Whittington as part of the process; Mr. Whittington said they could, and for years, that has been the practice of the district, but these two legal contracts were not brought to him for that purpose. He said he counts on management and the Board to let him know when they want him involved, which has worked well over the years, but that it could be a formal policy. Mr. Dible said it is awkward and embarrassing for everyone, and he wants a more precise procedure to cover it so that it does not happen again. Mrs. Erick and Mr. Blauert agreed, and Mr. Blauert stated he felt this was a situation unjust to everyone involved.
He then entertained a motion to approve this Ratification and Resolution #2011-05, as presented; Mr. Dible so moved, Mrs. Erick seconded, and the motion unanimously passed at three to zero.
A. Discussion/Possible Action on Approval of Contract of Legal Representation by Firm of Jennings and Strauss; Ratification of Expenditures previously made thereunder. (Resolution #2011-06)
Per Mr. Blauert’s direction, Ms. Greer read the Resolution aloud. (Attached) Mr. Dible pointed out this ratification is the result of an action from five months ago, and again, reiterated he wants to develop a policy to avoid a recurrence. Mr. Whittington said that would be fine with him, but that, again, he was not asked to review this contract, nor had he seen it. Mrs. Erick said she would make sure Mr. Whittington receives another copy. Mr. Blauert said it was in the Minutes, and he feels it has been very open and maintained in an open forum. Mr. Blauert entertained a motion to approve Ratification and Resolution #2011-06; Mrs. Erick so moved, Mr. Dible seconded, and the motion was unanimously approved at three to zero.
A. Discussion/Possible Action to Approve the Letter Agreement for Professional Services for Financial Advisory and Management Consulting with RSM-McGladrey.
Mr. Blauert asked Ms. Greer to telephone Larry Schaedel with McGladrey for any Board questions. After a brief technical difficulty, Mr. Schaedel was reached on speaker phone. Mr. Dible commented this contract was finished last Friday, and he asked Mr. Schaedel to tell the audience how McGladrey intends to proceed with the assessment, the process, an anticipated end date, and guidelines. Mr. Schaedel explained, as follows: The first thing we will do is come out and meet with the Board and establish basic communication protocols and chartering the project. This will determine who they will communicate with and how; procedures for requesting information; the scope of the engagement in more detail; how to get documents, reports, and information prior to reviewing the financial information. He said they would work to further refine the deliverables and in what form; also, they would draft a project plan for the major deliverables and a timeline, which they understand is subject to later adjustment based on interim observations and results; he said they would also prioritize with SFD the tasks.
Mr. Schaedel said after they compile financial and other data, they would review, analyze, and formalize it with SFD; he said they would review financial information and operations, and supplement their financial background with technical experts, and make observations of the 17 task areas; once they have sufficient information and a complete understanding, they would begin to formulate their observations, findings, and recommendations, and then formalize those in writing; he anticipates this being provided at the completion of each of the 17 task areas rather than in one final report, as some areas may change depending on interim findings.
Mr. Dible confirmed the goal is to have the process finished around December 1st for the beginning of the next budget planning process in mid-December; Mr. Schaedel agreed that is his understanding. Mr. Blauert clarified they would have a reporting every two weeks and McGladrey would maintain on-going reporting either in writing or orally with the project manager, Chief Terry Keller; Mr. Schaedel agreed that is their understanding. Mr. Blauert stated they would get all Chief Keller’s contact information to McGladrey. This concluded the telephone interview.
Mr. Dible addressed the public’s concern that the selection process was a perfunctory telephone interview, but in fact, SFD had an audit committee of three experts; he asked the public to look at the Minutes and videos of the audit committee meetings of July 25th and 28th on the SFD website at www.sedonafire.org, as well as committee members, David Zirinsky’s and Trent Cosse’s recommendations, the original RFQ, and approved contract.
Mr. Dible then moved to approve the letter agreement between SFD and McGladrey dated August 26, 2011; Mrs. Erick seconded. Mr. Dible quoted one of the audit committee members that, “this was the only outfit that had the horse power to get the job done”, and acknowledged it was the highest-priced bid, but he was just going along with their recommendations.
Mr. Blauert then called for the vote which passed unanimously at three to zero.
~ DRAFT ~ 8/31/11 SFD Special Board Minutes Page 4
B. Discussion/Possible Action to Approve the Contract with DHR Consulting for Human Resource Services for the Sedona Fire District.
Mr. Blauert said this was approved before, but with concern expressed by Mr. Whittington, as well as staff, he asked if the issues were resolved, and stated since changes were made to the original contract, he wants to bring it formally back to the Board.
Chief Keller said negotiations are very close, but the formal document reflecting the changes is not ready for today’s approval. Mr. Whittington said the Board would still be required to approve the contract based on Mr. Whittington’s previous suggestions; Mr. Whittington said the Board previously approved the contract contingent upon the insertion of some very specific provisions he recommended, and a couple of those provisions are likely to not be included; he recommends the Board re-approve the entire agreement. Mr. Blauert then tabled this item until the next scheduled meeting on September 21, 2011.
C. Discussion/Possible Action: Agreement with Tyler Technologies for Enterprise Resource Management Software and Implementation Services.
Mr. Whittington distributed written comments from his associate, Don Zavala, for Board review; he recommended this item be placed on the September 21st Agenda for action. Mr. Whittington stated Mr. Zavala’s recommendation is to have SFD’s IT group compare the RFP to the proposal for verification of expectations; Tyler does not want to sign an agreement that has an implied warranty of fitness for purpose, but wants to limit exposure to the specific warranties made in their agreement. Mr. Whittington’s office has not seen the proposal.
Mr. Dible asked which SFD IT employee would sign off on the proposal; Ms. Daines said it would be Bob Motz of Telecommunications. Ms. Daines asked if that was the last outstanding contractual issue; Mr. Whittington said everything else seemed to be close enough, but the letter he distributed addresses a few items Tyler wanted to change and all are legal, but he wants to make sure SFD is happy. Ms. Daines stated she would review those. Mr. Dible asked what Tyler wanted our IT department to do; Mr. Whittington responded SFD asked them, specifically, for clear warranty language for fitness to a particular purpose and Tyler said they would only stand behind the items stated in their proposal; they asked SFD to remove our recommended language from the agreement and to leave theirs in.
Mr. Whittington said what is likely to happen is a contract prepared reflecting their language. Ms. Daines said, with IT input, they would evaluate the proposal, but it requires a managerial review to make sure the terms regarding the different system users, such as Finance and HR, are satisfied it will work as an integrated system.
Mr. Whittington said they asked for additional time over the 30-day provision for management to test the software once installed, but Tyler did not agree, so it is necessary for IT to make sure all the needed testing can be done in 30 days. Ms. Daines said IT is only one component, and other system users will also need to test functionality.
Mr. Dible asked the anticipated timeframe for approval; Mr. Whittington said management must be satisfied with the 30 day testing, and if so, it would only take a few days. Mr. Whittington said as SFD will contract withTyler for maintenance, if beyond the 30 days, an issue is discovered, Tyler’s maintenance contract should cover it.
Ms. Daines informed the Board that because this contract will not be approved until the end of September, and as it is a six-month implementation, with the delay, it would be impossible to have a complete implementation of the system by December 31st ; our original goal to have it in place by the end of June or beginning of July, would have allowed implementation by the end of December for the end of the W-2 period for payroll and taxes; however, she must consider staff obligations to see if the payroll piece could be done by December 31st for all payroll W-2 information; she said if it is not a January 1st implementation, then the next logical time would be SFD’s fiscal year on July 1st.
Mr. Blauert said he spoke to Tyler today and they felt assured they would work with staff to bring the procedural process on the W-2s in place. Ms. Daines said she is more concerned with our staff currently dealing with our annual financial audit, starting the engagement with McGladrey which will require staff time, and as Finance and HR are short-staffed, she must be realistic about expectations; Mr. Blauert commented that is fair enough.
The meeting adjourned at 4:00 PM.
David Blauert, Chairman of the Board :tg