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HomeMy WebLinkAbout01-10-12 Minutes CITY OF OCOEE Special Session January 10, 2012 at 6:00 p.m. Workshops were held on December 28, 2011, and January 4, 2012, and nine law firms were interviewed with respect to providing legal services for the City of Ocoee. The purpose of this Special Session is to rank and select a law firm to provide legal services for the City of Ocoee. I. CALL TO ORDER The meeting was called to order at 6:01 p.m. Present: Commissioner Hood, Commissioner Wilsen, Mayor Vandergrift, Commissioner Johnson, and Commissioner Keller Others Present: City Attorney Rosenthal, City Manager Frank, City Clerk Eikenberry II COORDINATE INDIVIDUAL RANKINGS OF THE MAYOR AND COMMISSIONERS WITH REGARD TO THEIR TOP FOUR SELECTIONS City Attorney Rosenthal asked the Mayor and Commissioners to rank their choices for the top four firms on their pre - printed ballot to be collected by himself or the City Clerk. The individual rankings as well as the combined tabulation would be publicly announced. This is the same process used in the selection committees that make recommendations to the commission. Any action on the part of the Commission takes a Motion, a Second, and three votes; the ranking is not determinative. Mr. Rosenthal said the Commission would need to provide direction to the City Manager on how to move forward; he has worked with City Manager Frank to prepare an engagement agreement that is pretty straight forward; fee structures may need to be negotiated once the rankings are in place and the discussion is moving forward Mayor Vandergrift thanked those attorneys who were here; he said he felt we really can't go wrong with any of the firms that were here. Commissioner Hood asked if they had to prioritize the top four; he felt they should just pick the top four and allow the City Manager to negotiate. Discussion followed with regard to how to rate them. While tabulations were being done by the City Clerk, City Attorney, and City Manager, the Commission discussed the proposed engagement contract for legal services. Mayor Vandergrift made note of the following requested changes: Page 1, Section 3A The City Attorney shall plan, coordinate and direct the legal activities of the City as directed by the City Commission and City Manager. In doing so, the City Attorney shall closely coordinate with the City Manager and City.... Co}nmmmission City Commission and City Manager. City Commission Special Session January 10, 2012 Commissioner Wilsen noted that it does say on page 2 that the Commission comes first. The Commission agreed they should change that line on page 1 for consistency. Page 2, Section E The City Attorney, or the appointee of the Commission, shall serve as the Issuers counsel on bond issues. Mayor Vandergrift and Commissioner Johnson said we have used other firms before and should keep that option open. Page 2, Section G ...shall not attend workshop or budget sessions of the City commission unless specifically requested by the City commission and /or City Manager Additionally, the Commission noted that we use other attorneys for some of the boards listed and the regular City Attorney would not be required to attend. City Manager Frank said the latest version of the contract stated that the City Attorney will not have to attend Planning and Zoning Board or Board of Adjusted unless requested by the City Manager or City Commission. He said he will get them the updated version with the staff changes and commission changes tomorrow. Page 2, Section K The City Attorney should be available to meet with the City Manager and staff for an entire day, or part thereof, once or twice each month to provide legal guidance City Attorney Rosenthal returned to dais while City Manager Frank and City Clerk Eikenberry continued to review the tabulations for accuracy. Discussion regarding the contract continued with the City Attorney present. Mayor Vandergrift noted something he would like to see changed in the Charter Section C -26 as shown on Page 2. City Attorney Rosenthal stated they can't change the Charter tonight; that would have to be done at a later time through the normal process. City Attorney Rosenthal was asked to explain the difference between the issuer's counsel and the bond counsel. He explained that the issuer's council is the attorney representing the city that would provide an opinion as to the due authorization of a bond authorization on behalf of the city. That is not the person who prepares the bond documents, closing documents, etc. We have used BMO for 22+ years for bond counsel. The bond counsel drafts the documents; provide a tax opinion with respect to the tax exempt status of the bond issue. They also work with the lender if you have a private placement or the underwriter's counsel. 2I a City Commission Special Session January 10, 2012 He added it can be the same firm for both; however the city has always preferred to keep those two things separate. He said that Grace Dunlap used to do the bond counsel when she worked at Foley, and that job followed her when she left and went to BMO over 18 years ago. Mayor Vandergrift asked about the records that Paul has done for the City, how will we have access to them? What about the other firms we have used? City Attorney Rosenthal said he has been working with the document manager at Foley and Lardner. When he began 24 years ago there were no computers, so there are many hard copies from the earlier years. He said they have been discussing the Closed File List, and they will provide a printout of that to the city that identifies every file they have in storage. Foley recently sent a letter to the city because they are implementing a records retention schedule to reduce storage costs. Basically, they will now be maintaining records for 10 years unless they fall under certain criterion that requires longer retention. Mr. Rosenthal added that is also working with an electronic access issue. Obviously, city staff can call Foley and they will try to do an electronic search, but he is trying to find a better way to do it. Because of security issues with attorney - client records it is not as easy as one might think. We are also looking at the possibility of dumping a copy of the electronic files onto the city's Laserfiche document imaging system. Commissioner Keller said one 5- terabyte external hard drive would probably handle all of the documents from Foley and we could just plug it in here, when needed. City Attorney Rosenthal said he has encouraged his technical people to talk to Brian regarding that. They have a manual governing release of documents and protocol about releasing documents; he is trying to circumvent that manual while he is still here. Mayor Vandergrift asked if the attorneys contracted by us on the same records retention schedule as we are; to which Mr. Rosenthal answered yes. Page 3, Section 6 If the City Manager agrees to any adjustments, then the City Manager shall so advise the City commission as part of the annual budget process and the adjusted rates shall become effective on October 1st of the new fiscal year. Mayor Vandergrift said he would like to change the last sentence of Section 6, to move this out of the budget process to be handled independently, but he is not sure how to make that change. City Attorney Rosenthal said in the past if the City Attorney was proposing rate adjustments; it was handled through the budget process. Commissioner Johnson noted that this is a one year carry over contract, the matter of rate adjustments could be addressed each year. City Attorney Rosenthal stated that it is a rolling contract that continues unless you elect to terminate. It is in the contract that rates remain in place until Sept 30, 2013 since we will 3 IPs t;c City Commission Special Session January 10, 2012 already a third of the way through this year's budget process. Commissioner Keller said they would need to vote on it at the time of the budget, so you could make the necessary changes. City Attorney Rosenthal said the easiest way to do it would be to state in the contract that any rate revisions would require an amendment to the contract. Commission agreed that change should be noted in Item 6. III. COMBINE INDIVDUAL RANKINGS INTO OVERALL SCORES FOR EACH FIRM City Clerk Eikenberry read the individual rankings of the Mayor and Commissioners: Mayor Vandergrift 1) Broad and Cassel 2) Gray Robinson 3) Fowler, O'Quinn, Feeney, Sneed 4) Brown, Garganese, Weiss, D'Agresta Commissioner Johnson 1) Shutts and Bowen 2) Shuffield Lowman 3) Gray Robinson 4) Brown, Garganese, Weiss, D'Agresta Commissioner Keller 1) Gray Robinson 2) Shutts and Bowen 3) Broad and Cassel 4) Brown, Garganese, Weiss, D'Agresta Commissioner Hood 1) Brown, Garganese, Weiss, D'Agresta 2) Shuffield Lowman 3) Shutts and Bowen 4) Fowler, O'Quinn, Feeney, Sneed Commissioner Wilsen 1) Shuffield Lowman 2) Brown, Garganese, Weiss, D'Agresta 3) Broad and Cassel 4) Bryant, Miller, Olive Tabulation worksheets are attached to the Minutes. 4 Ia' c City Commission Special Session January 10, 2012 City Clerk Eikenberry read the tabulation of the combined rankings: 10 points Brown, Garganese, Weiss, D'Agresta 10 points Shuffield Lowman 9 points Gray Robinson 9 points Shutts and Bowen 8 points Broad and Cassel 3 points Fowler, O'Quinn, Feeney, and Sneed 1 point Bryant, Miller, Olive Tabulation worksheet is attached to the Minutes. IV. DISCUSSION City Manager Frank said that he needed direction from the Commission on how he should proceed. Commissioner Wilsen asked if she should make a motion to negotiate between two firms. City Manager Frank stated he thinks he could only negotiate with one firm at a time; if they picked a firm and they did not agree with a negotiated contract, they would move to another firm. V. ACTION REGARDING SELECTION OF CITY ATTORNEY Commissioner Wilsen, seconded by Commissioner Johnson, moved to proceed with negotiation with Shuffield Loman for legal services for the City of Ocoee. After some discussion of individual rankings and proposed fee schedules and pass through rates for the developers of the various firms the following vote was made. Commissioner Johnson said that he would like to make it part of the motion that the rates to the City would be the same as the pass through rates to developers (developer charge backs). He said it is one of the main complaints that he receives because the developers are going through tough times too. Commissioner Johnson, seconded by Commission Hood moved to negotiate the developer charge back rate with Shuffield Lowman to be lower than what they have proposed ($395); or the same rate that is being charged to the City ($225). City Attorney Rosenthal noted that the Brown, Garganese Firm did propose the same rate to the developers as they are giving the City. City Manager Rosenthal suggested if the City Manager is unable to negotiate an acceptable contract with Shuffield Lowman; the Commission may want to give him authorization to move forward with the second firm. Commissioner Wilsen said they will do that in a separate motion. 5 } 1' L City Commission Special Session January 10, 2012 Vote on the amendment to the motion. Carried unanimously. Vote on original motion, as amended. Carried unanimously. Commissioner Wilsen, seconded by Mayor Vandergrift, moved to authorize the City Manager to negotiate with the law firm of Brown, Garganese, Weiss, and D'Agresta if he is unable to negotiate a favorable contract with Shuffield Lowman. Commissioner Johnson stated if negotiations fail with Shuffield Lowman, he would like to see the next three firms be brought back into consideration, which would include 1) Brown, Garganese, Weiss, and D'Agresta; 2) Gray Robinson; and 3) Shutts and Bowen. After discussion, vote was taken. Motion failed 2 -3 with Commissioner Johnson, Commissioner Hood, and Commissioner Keller opposed. Commissioner Johnson, seconded by Commissioner Keller moved to authorize the City Manager to negotiate with the next three law firms: 1) Brown, Garganese, Weiss, and D'Acgresta, 2) Gray Robinson and 3) Shutts and Bowen if he is unable to negotiate a favorable contract with Shuffield Lowman. There was discussion how projects that are in process will be done by Foley Lardner L.L.P. through to completion and it should probably be up to the City Manager's discretion to determine which items should stay with Foley and which should be passed on to the new firm. After discussion, vote was taken. Motion carried 4 -1 with Commissioner Wilsen opposed. VI. ENGAGEMENT CONTRACT FOR CITY OF OCOEE LEGAL SERVICES Discussion continued on the Engagement Contract. Section 15 The Firm shall maintain in full force and effect malpractice insurance coverage in an amount of not less than $ policy limit aggregate and shall from time -to -time provide the City with evidence of such insurance. City Attorney Rosenthal said we will plug those numbers in and that will only be an issue if the coverage they have is inadequate. Commissioner Keller advised that their proposal stated $5,000,000.00. City Attorney Rosenthal agreed that was sufficient. Section 17 The designated City Attorney shall file financial disclosure as required by Florida law. A copy o financial disclosure shall he rovided to the Ci Clerk. This disclosure is subject to the Florida Public Records Law. 611', e City Commission Special Session January 10, 2012 Section 19 This Agreement, including anv exhibits hereto, constitutes the entire agreement concerning engagement arrangements between the Firm and the City. This Agreement may not be changed except in writing and as signed by the authorized representatives of the Firm and the City. No further action taken on the contract. VII. ADJOURN The meeting adjourned at 7:21 p.m. APPROVED: Attest: City of Ocoee l 111 .= -Art I AL-. I L/ - 3 ikenberry, City Clerk . Scott Vandergri ayor • 7I `.._;