Jacksonville City Council - Future of JEA Workshops
The Jacksonville City Council is holding a series of workshops to learn about and discuss JEA, Jacksonville's community-owned electric utility company, being sold to a private company. The videos are being recorded by City Hall. The transcripts are created using speech recognition software and will likely contain errors. Please verify with the video before using any quotes in print.
November 6, 2019 - Independent Authorities
This transcript is generated using speech recognition software and contains errors. Please verify with the video before using any quotes in print.
Unknown Speaker 0:02
Unless you want to be
Unknown Speaker 0:10
the fastest to do in the last
Unknown Speaker 0:13
Unknown Speaker 0:30
retire like you
Unknown Speaker 0:34
Unknown Speaker 0:57
standing up next Okay,
Unknown Speaker 2:21
Unknown Speaker 2:32
did you wear a derby hat?
Unknown Speaker 2:36
This place is right at the end a little bit of
Unknown Speaker 2:40
Unknown Speaker 2:41
time. So do the little car yellow stay away from this guy.
Unknown Speaker 3:16
Good morning. Thank you all for taking the time to be here this morning. Make sure your microphones on we will go around the table for identification starting with
Michael Boylan 3:26
Mr. Rory diamond district 13 ready to get an addition So, embalming district three Terrence Freeman at large one
Unknown Speaker 3:36
Brandywine district well
Unknown Speaker 3:38
rated for district 14
Unknown Speaker 3:39
at the district level
Michael Boylan 3:41
Scott Wilson district for Michael Boylan district six
Unknown Speaker 3:44
Good morning Tom user group three at large l for our district to render previously
Unknown Speaker 3:48
Jackson district in
Unknown Speaker 3:50
SAM newbie group five at large.
Unknown Speaker 3:52
Garrett Dennis district nine
Unknown Speaker 3:54
Jacoby Pittman district eight
Michael Boylan 4:00
Well, thank you all for being in our appreciate everyone's attention. First of all, I do want to thank President Wilson for your appreciation, we've got a bad got it. Yeah, no good and important. So the work that we're about to undertake and your expression of being in facilitating this fact finding set of workshops. Thank you very much. And I don't know if you want to comment on
Unknown Speaker 4:28
this microphone might be the problem. I would just like to thank you for your leadership on this issue. And thank each one of my colleagues for being here. I'd also like to thank see Josh Arnold and Jason Gabriel in the room, as well as many other union leaders and residents who are very interested in this conversation. So thank you for for leading this cause and look forward to the conversation. Thank you.
Michael Boylan 4:51
Thank you. I reference the word facilitate that last sentence of mine and I'm not leading this effort. I'm merely trying to guide us, all of us through it. I say all of us, I mean constituents, council members and other interested parties. Purpose is singular. To fully prepare ourselves and the constituents we represent for whatever proposed changes and infrastructure and our operations, that the JE board and management may present us in the coming months. To that end, we bring these discussions with will bring you these discussions with the help of subject matter matter experts that will be identified by the console when we soon will soon be retaining, but also from the GA board and management and the individuals that they had identified to help them and doing the work that they were doing. And this is going to be a journey. It's going to take us a couple of months to get through this process. We had an organizational meeting on Monday with my colleagues, and we made some changes to the schedule and further schedules, changes to the schedule likely will be made. I do appreciate your input in this process. public involvement is very important to this process. In addition to doing what you're doing today, a lot of listening, we also have opportunities for you to provide your input. We're going to try and keep this scheduled very tightly two to 90 minutes for the discussion we have around the table here. And to provide 30 minutes for comments by folks in the audience you can choose to do so you'll need to fill out a green card. And what we'll do is we'll portion the time based upon the number of cards we have from the folks in the audience. This However, I do want to make certain that we we asked that you requested during the course of that process that your conversation or presentation should be limited to the topic we are presenting today. And or suggestions or questions about future topics. We're not here to talk about what we should do at this point in time really to understand the process that we're going through and what we need to learn in order to make a sound decision. In the future, it's my understanding that all the workshops will be available for public viewing on a number of electronic platforms, including the COJ website, you will have your there you will also be able to post comments or post questions regarding an upcoming topic. As you can see by the agenda, today's sessions will cover essentially three items. The first is some background on the Office of General Counsel and the rationale for when and and the process by which special counsel is identify. It's a process we've kind of gone through already and most of my colleagues are familiar with it. But for the benefit of the general audience out there, we want to share this, this process with you as well. Frankly, the the focus of the second item changed a bit Initially, the accident, if you will, was put on the authority of the independent authorities. But thanks to the comments and questions raised by my colleagues, our organizational meeting on Monday, we change the emphasis a bit it's being a shifted really to the the authority of the city. council as it relates to the respective authorities, just exactly what is the line of demarcation? Frankly, the ability of the council to materially address decisions made by the board and management of any given authority, but obviously in this case specifically JEA No worries. Yesterday, the Jacksonville city council provide our membership a letter from its JD, a subcommittee and opinion memo that specifically addresses councils authority and such matters. And a presentation by by the group the 40 Municipal Power Authority. We won't be delving into the latter two but I miss gene Miller's in the room and I invited will be inviting her up a little bit later on to share a little bit about the process. They they're on undertaken, and some of the general conclusions they have reached as early on in their process. Our first presenter today is the Honorable Judge Charles Arnold, Jr. Thank you. I have coaches here, I'm going to need them. We have a court reporter here. And the court reporters asked that we, that initial time by my colleagues speak that you identify yourself so that she will know who you are in this process. Thank you.
Okay, again, our first speaker today, our presenter today is the former judge, a retired judge, Circuit Court Judge, and I'm very excited to have him here. He was the Fourth Circuit Court judge in the Fourth Circuit Court in Florida until night from 1997 till his retirement in 2012. However, he did spend a number of years practicing law 30 years prior to that and spent for two years three years as if 92 to 94. Judge as the Office of General Counsel. So we're going to open up the floor to you and let you talk a little bit about the history of the general counsel role, and also as it relates specifically to the identification of specialized council
Judge Charles Arnold, Jr. 10:00
Thank you counseling moment, just working now
Michael Boylan 10:03
close enough how to move closer. All right.
Judge Charles Arnold, Jr. 10:07
Actually, I'm still I senior circuit judge. The only thing important about that is, I have the ability to get any of you out of jail on any given day. If maybe, however, depending on what you did, you may have to go back later, but don't hesitate to call me. Councilman Bowen and and Jason Gabriel thought it was. It might be of interest to you to a little bit of background about the General Counsel's Office why it got formed to start with, and since you've already decided to hire some additional attorneys, some background on that as well, what has happened in past years and it might be able to give you some some guidance. Just a little bit of my background on October one of 68 I was an assistant counsel to Judge William elder knew was the initial General Counsel. And it was my job to represent the city and a number of the lawsuits that were filed challenging the constitutionality of the charter. And in fact, I got to argue the case in front of the Florida Supreme Court once it was on appeal, which was a lot of fun since I graduated from law school in August of 68. So it was a great start. It was a wonderful time to be in City Hall. I could go through a name every city councilman then and tell you all about them. They were just wonderful folks. Everybody had the interest of the people in mine and just making a new government work and it was just great fun to be there. Mayor tanzer judge Durden, Ted Grissom was president, Sally math is john Lana and I could go on and on some fellow named Carl AT that can happen half the staff, the General Counsel's Office busy with questions Which, so you can sort of understand one of your fellow members and where all of that came from. Everything was a legal question back in 1968. I recall the people from Nashville who had consolidated their government came down to speak with Mayor tanzer to find out about our government. Was it a strong Mayor? council government Mayor council? What was it? I said, Mayor tanzer, his office with judge dirt and when his answer to the Nashville folks was it's a strong General Counsel form of government is what it is. I can't do anything except what the general counsel tells me I can do. And I'm sure y'all can appreciate that because you've got some battling opinions that obviously help you with your job. The and then and came up to 92 and 94. I actually served as General Counsel under Mayor Austin and back in 2014, I sat on a lorry warriors who started the charter and some changes on that? I think I'm one of two lawyers that are still alive that work for the city in 1968. And so for that reason I got invited because I've been here since the beginning and just wanted to share with you a little bit about the office and conflicts or perceived conflicts hiring outside counsel.
Those questions always arise,
whether it's representing the constitutional officers, the independent bodies, constitutional bodies, and the reason the office got formed, and I assume most of you met, have read Richard Marx book on a Quiet Revolution, but just a few of the things that he said in there. Prior to consolidation, there were six attorneys in the city attorney's office, there were two attorneys in the county. attorney's office. And then there were attorneys for the school board, the hospital board, the sheriff, the tax assessor, the tax collector, the clerk of the court, the budget Commission, the civil service board, and each one of them had between one and three attorneys. And although it doesn't sound like much now, back then they spent over half a million dollars a year attorneys. And so the legislature in the study commission decided that they needed to have one group of attorneys that represented all of the city of Jacksonville, and an actually we had 15 attorneys in general counsel's office first year, and we save the city a quarter million dollars, just that first year and attorneys fees alone. But the all of these attorneys, they were always Suan may have their clients are always suing each other to and that led to a whole lot of litigation and inconsistent opinions. And so it really the general council really became the judge of the government, as opposed to just a lawyer given advice. The general counsel decided things and y'all were stuck with it. And a great deal of thought went into that. And since then, there's been a lot of discussion is as to whether that is the right approach to legal answers. And it kind of came about because of accident. If you look at article eight Section of the Constitution, which set all this up, it gave the legislature followed by referendum, the authority to combine everything. The tax collector, the share of property appraiser, even the school board, would be departments of the city of Jacksonville, and they all operate under the mayor and council. So that made it pretty easy. They were all the clients of the general counsel. Well then in an effort to get consolidation Past everybody got worried if you do away with these constitutional officers, or you do away with the beaches involvement, we may not win. And so they started spreading these things out and leaving them as elected constitutional officers and boards. And by doing that, though, they didn't touch the legal department. I left that alone. That still made everything they did. Subject to Central services, General Counsel, and so forth. So they get in like that. Morgan slaughter sued us several times. Over the years. There were several lawsuits about about that. There's and the best way to look at the General Counsel's Office is when you're dealing with the primary government that is the mayor and the council. Independent authorities is the it's like General Motors. You got Chevrolet used to have Pontiac And that's all part of General Motors. And so you're all part of the same government. And you have one attorney that is representing all of you. where it gets a little tricky is when you get to the constitutional officers in the school board. I've been bothered since day one, that there may be some inherent conflicts and representing all those folks. Like Jason wrote an opinion in 2016 that covered that subject, about the ethical ramifications. And if you hadn't read it, you should do that. And it's really a very well written opinion and answers a lot of those questions. When is it appropriate to go get an outside counsel? Obviously, if there's some third party besides the city involved, like the landfill cases when the federal government came out, during everybody, you had private business and the city where defendants and the private business didn't want the city attorney representing them, so city had to go hire outside counsel bond issues, the underwriters will separate bond counsel. And on occasion, the general counsel's office just simply didn't have the expertise to properly advise their clients. And it's certainly fine to go out and get people do that. That doesn't really apply to the independent of authorities as far as
having to get independent counsel, unless the general counsel doesn't have the expertise to do it. There's even been thoughts of in here that for example, I won't talk much about it because it's pending. Where you have the school board, Sue in the city, you you could actually have all the private firms do it. We build something called a Chinese wall. And that is you have one group of attorneys that don't talk to another group attorney. isn't the same law firm, and you could represent both sides.
Unknown Speaker 19:05
Judge Charles Arnold, Jr. 19:07
I've suggested to Jason at something they might think that actually that's the way it arrives and most of his opinions, so one of his lawyers, he gets one side, welcome all yours, get another. And they, but he's the judge and he decides, but I think that system is worked worked very well over the years. And nobody and other than President Wilson, to use today's example, nobody catches more hell and this building and the general counsel does. And that's because the general counsel's decisions are tough and he's got a lot of clients pulling him in a lot of directions. Just to give you some example, I remember and there was a recently an article in the paper that I won't spend much time on it. But we had Westinghouse tenneco, coming town and it was the greatest thing since sliced bread. And they formed OPS and they put this big old crane out on Long Island and it was going to be the most wonderful thing to the economy. There could be. And they were going to build these floating generating plants and it was actually winning over building the river there, don't float it off Atlantic Beach, they're gonna sell them up and down the coastline. And that the contract with the city or the JA and the city, had a hawk, a lot of liability issues for the city and Harry shortening who was General Counsel and a good friend. He said, No, you just can't do that. You can't subject the city that kind of liability and he was vilified everywhere for writing this great economic opportunity. But can you imagine if Dorian and parked of Atlantic Beach on top of a nuclear generating plant where we be today we'd add a nuclear reactor probably floated up to This building and we'd be like Chernobyl and Noah's we live here anymore. So his advice seemed pretty good over the years. I recall back in 92, when I was General Counsel, and we were negotiating with the Jaguars, police and everybody wanted jaguars here, including me. But we had a problem with the cost of the stadium. It started at 75 million. And then it went to one and then it went to 150. And then the Jaguars take the position will whatever it costs, you got to build it because Mr. Weaver's has $200 million a meeting one partially built stadium. And I said, No, we've got to have a firm price and because they say you can enter into a contract without a firm number on the well, quite understandably, they said well, checks being mean, so we're not coming to town. Well, fortunately, john Delaney and Like Sastre and some of the other folks got a hold of the negotiation after me and was actually Lex Hester's here, well, we'll give you 150 million dollars, that's your guarantee. And that's what it'll cost and you build a damn stadium. And then that number of work, and it did. So I worked out this great, and john and Lex actually came over that job. But I just point out those situations to you. Because it is a tough job. And just because when any given day, you know, like the advice here all you're not going to share the SMS interest of the people in the city of Jacksonville in mind. So with that, that kind of brings us up to today as far as the JA and your relationship to yet. I'll let Jason, speak to that. And then if you have any questions about it later, I'll be glad to talk about that. But anyway, I hope that bit of background maybe helps you a little bit of some of our past squabbles past hiring attorneys and how the program is supposed to work.
Michael Boylan 23:10
Great. So we've got about 15 minutes for questions in this section here. And I think we can kick it off with the conversation specifically instances where you found it necessary during your tenure to hire independent or specialized counsel and the parameters that you set around and doing that. Give us an example of that.
Judge Charles Arnold, Jr. 23:27
Well, actually, I didn't hire any, because we knew everything. That's a joke.
We, we actually we didn't, and I can remember, because judge Darden taught me how I was supposed to be general counsel, I thought, and that was nervous. We didn't know anybody when Darren was General Counsel, other than bond counsel. The only time I know of that outside cancel was heard on a pure one. Because conflict of interest was back in 87 when George Harrison was General Counsel and the police and fire Pension Fund, which yellow had a lot of discussion about it, and litigation over the years, he was flat wrote an opinion that it was a conflict of interest for his office to represent the city, the Council, the mayor and the police and fire pension fund and they could hope go hire their own lawyer. And I did. And while I was General Counsel, we got a dispute with Sheriff McMillan about getting his retirement and his pay. And recall I asked him one of my attorneys Lori France, I said how in the world is a police and fire have their own lawyer there, they're part of the government. She went found this opinion for me which I didn't think much of it the time but I thought a lot of George Harrison I know he honestly felt that he should do that. And then, as I said, the 2016 opinion of Jason Gabriel kind of talks about that. Really correct what I thought it was a mistake back then, even though it was his best, best interest, but really is the situations I talked about earlier. When you when you are independent counsel real and it really comes down to when you need the expertise of somebody that is in the office.
Unknown Speaker 25:29
Unknown Speaker 25:31
an iPhone, in fact, Harry Hughes, some other folks they didn't charging but
Unknown Speaker 25:38
dealing with nuclear energy. That's a pretty heavy so
Unknown Speaker 25:45
anyway, so much for that.
Michael Boylan 25:46
I'm going to refer to the memo, Jason that you produce back on September. The 23rd. Is anything specific narratives you want to speak to as relates to the topic of a selection of specialized counsel
Jason Gabriel 26:03
Jason Gabriel General Counsel. No, not really. I mean, if there's a question, obviously, I'm happy to entertain. I think it's pretty straightforward. And it's the process that we're actually undertaking now, you know, as we lead up to selecting that Legislative Council that will help. And as I've said before, I mean, the one thing I'll say is, this is intended to be a special legalized or special legal counsel for the council as you undertake this sort of oversight capacity of this GTA project that's moving forward at this time. But ultimately, you know, it's got to be a collaborative cooperative effort. It can be an adversarial type proceeding. We certainly have a lot of room for debate and discussion and interpretation, but ultimately, the opinions of the general counsel are the ones that prevail in any dispute, but I only say that for again, for the benefit of the city. And I'm going to get into some of those concepts when I get into my slides that kind of underscore that that proposition. But that's that's all I have to say at this time
Michael Boylan 27:07
for the benefit who may not know the story I'll come to in a second, could you sort of update us as to where we are in the selection process and what that process is?
Unknown Speaker 27:14
Sure. I think what, from the discussions that we had a few weeks ago, President Wilson kind of put in motion. I think everyone here is clear on what that is. He put in motion him what he selected himself, obviously me and Carla Miller, the ethics director as sort of this three group administrative, you know, staff that's going to review all of the incoming proposals. He set a deadline, I think it was October 25, or any firms out there. I think a lot of people did some outreach and you know, kind of canvassed, you know, the local community, and even some out of state, you know, folks and players and in any event, we council president said October 25 is the deadline to get those proposals. Cheryl brown did a nice job of collecting them and organizing them and in distributing them to the three folks at you know him, me and Carla, and we have those were in possession of those. We've been reviewing them. Scott's been out of town. But my understanding is we're going to be meeting today to discuss our our reviews of those things and to give some advice to the council president to then take, hopefully a selected set of counsel to the city council overall for your approval.
Unknown Speaker 28:42
So bringing it back to the so our first meeting was today and we're going to discuss the the applicants that we received, and we'll see how that conversation goes. It may be it worthwhile to interview some of the candidates one on one if we have further questions. My plan is if we can identify A firm or a set of firms to introduce that at the next council meeting, I'd like to introduce it as an emergency in and out if that's possible. If we do do that, we will submit that legislation or that firm to each member ahead of that meeting, so you have time to think about it, prepare and discuss. The reason for the internet emergency is to get someone on board to assist us as soon as possible. Like Mr. Gabriel said, whoever we hire or retain, will work in collaboration with the opposite general counsel and the attorneys ja has hired in hopes of not recreating the wheel, but assisting us in helping us identify and understand some of the complex questions that may arise.
Unknown Speaker 29:43
Unknown Speaker 29:47
I just want to thank you, Mr. Chairman. I didn't know if there's questions that have already been submitted. I don't want to circumvent that. Just judge Arnold. He said y'all didn't hire but did y'all carry on? No. We had to hire an environmental attorney. When we We're doing landfills. And we are we didn't have a technically a law firm, like we have today that they do have specialties that Joel not carry forth with the environmental. I think Frank Freeman at the time. I didn't know if he stayed on board. We're looking for the SE landfill or not. And then secondly, was it the 2014 legislation that allows us or it can we do it without without that legislation that I think Bill Belford offered and we just didn't implement was to allow the city council to hire a outside attorney. Two questions. Okay. Well, for all the first we had an attorney on staff named McGuire, right, who had some environmental we had him too. He left and went to Rogers towers later and I think the city did in fact, retaining to help after that. We got the landfill litigation. I had left and going on tonight, and we actually got hurt city but all The other hundred businesses that were involved in putting things in the landfill. So there's some things and we still allow, this is a question form, but allow others in that need specialized attorneys like JPA for the suit that's going on right now with the dredging. And so y'all worked with them to hire or pick the firm. I don't know who picked him. So they so it's not without precedent. We've always had outside attorneys when we couldn't provide that kind of service, whether it's to the authorities or for our own.
Unknown Speaker 31:32
edification, so and so back to that other question and
Unknown Speaker 31:39
ability to hire
Unknown Speaker 31:40
Yes. And so there are two there's two rules that apply to your question. One is the charter. You've always had, I can look and confirm as to how long it's been in there. It's been certainly decades but you've always had in the charter itself, the ability to hire Legislative Council, but I'm talking about for City Council. So the charter has been consistent at least since the 80s. As far as I can tell, I think from 19, there's an amendment 1985, where the general counsel's the chief legal advisor said, you know, he's able he or she is able to bind all the agencies or, you know, of the consolidated city with binding opinions. However, there's always been this sort of out, outlet for Legislative Council for city council that's always been in the charter. I think what you're referring to in 2014, was either 2013 or 2014. And I think it was led by council president, go go for the time is in line with that charter provision. There was a creation of chapter 14 in the ordinance code, and that's the one I think you're referring to and we've talked about a couple of times it was kind of a setup for Legislative Council if this city council ever wanted that. And again, we're talking about a couple different things here. There's Legislative Council, which is consistent counsel, akin to Peggy and page that gives you consistent legislative help with legislative priorities that you guys have coming before you drafting legislation and opining in that terrain. Then there's also, you know, specialized legal counsel and we're talking talking about kind of a hybrid in this case. And that's the one where you're picking someone up for some specialized his accounts
Unknown Speaker 33:13
will ever done that before.
Unknown Speaker 33:15
Now, I'm on the special way. Okay. Well, okay. So on the Legislative Council, I understand that in the 80s, the council did do it for a couple of years. And I'm talking about just pure Legislative Council that was hired by city council, but there was a and I can get you the piece of legislation. It was a piece of legislation that ended that program, I think, after a couple years, because it just wasn't working out. And they thought that the intent, there's some language in the whereas is that the intent of the General Counsel's Office really services this there's too much redundancy, so they went back to the model that we're still operating under today. Your question about specialized counsel for city council, the only one that I'm aware of, and I think this is the last time it happened was in 2013, or 14, probably 30. A firm was engaged on a limited basis. I can pull the legislation for you for it was a pension related question or series of questions, and it was limited to that. And so yes, that's a that's an example not I'm not aware of any others, at least not recently.
Michael Boylan 34:18
I'm going to try and keep us on time and on task. Careful. Entertain one more question, Miss Jackson.
Unknown Speaker 34:27
Thank you, Councilmember water, and
Unknown Speaker 34:30
I appreciate you taking the time and general counsel Gabriel, I don't envy your position at all. But I would I do have a couple concerns as we relate to understanding that the general counsel is the final arbiter of all disputes between different branches of city government and my first would be a comment. I would contend that the size of the city and the government in 1968 looks radically different in level of complexity. membership, and 2019. But more specifically for me. There should be some mechanism that if an independent agency when engaging with the city in any manner has requested outside counsel and counsel has granted that it almost would appear to be a trigger that the city council's involvement with necessary necessitate outside counsel as well. Does that make sense? And that I think was a challenge for us in this situation, to JA the independent authority in question, that outside counsel starting in June, and we were able to finally get outside counsel in September and so my my question is, is there any language in the chart or should there perhaps be an amendment that there is something looked at or some type of triggering mechanism is if any independent agency or another branch of government needs outside counsel and you've said there, there are to having that city council is put on notice or then creates an opportunity at that point for them to get outside counsel as well.
Unknown Speaker 36:12
If an independent authority hires outside counsel to help them with something, it doesn't automatically create an adversary situation. They still have to give them honest legal advice. So the way it is that advice should be shared with a council phone, everything they tell it should be. So you don't you shouldn't have an adversary situation the general counsel should be able to take care of every question, legal question or otherwise, dealing with that situation. So my answer is no, you don't need to go hire another Attorneys General Counsel's Office unless they don't have the expertise.
Unknown Speaker 36:57
And that's actually this scenario. So really wasn't I'm not looking at as adversarial. And I, I know that our general counsel has been put in a different position in terms of folks not agreeing with necessarily whatever opinion you've given based on legal research. So that's created every adversity for some desktop. My position mine is, in the case with JA in this new situation, they got outside counsel because of different areas of expertise, right, that they said they needed. General Counsel credit that because there would be the presumption that the 40 how many members in your office 343 43 members of the general counsel staff lacked that expertise? So I would say if they lacked expertise for JA, then the companion to that as you lack the expertise for the City Council, is there a mechanism or would it be appropriate for any amendment to the charter or legislation to say in those scenarios? I'm not talking about forum shopping for different attorneys to advocate a different position. That's not what I'm saying. But you made a finding that your office did not have the expertise for JA consequently, they were able to return to seven different law firms. So to me, that would just almost be by default, an indicator that the city council needs outside counsel, because you found it in this scenario for that entity. And it's just JA today that it wouldn't have it wouldn't be appropriate via legislation or a charter member to say, at that point of a trick, I'm not talking about bond Council. I'm not talking about some other nuance environmental issues, something like that. But would it not be appropriate if in that scenario, when you have deemed it necessary for outside counsel, because the Office of General Counsel lacks the expertise? Should it not be some troubling mechanism for city council at that point, that we need to look at it or city council needs? And that's just the honest question.
Michael Boylan 38:47
Before you respond to the question to keep us on time and task. I'd like to put this in the parking lot, that question and give you a chance to address it a tough, quick meeting. Because I'm sure you get you're gonna want to give some thought to your response to that. question because I think it's a quite valid question to the extent what it should the reaction or you know consequence of an independent authority reaching out for additional counsel you know and what we have because it does certainly prompt that thought
All right, let me in a minute
Unknown Speaker 39:17
very brief answer.
Unknown Speaker 39:19
Jays independent authority, in my opinion, they're still subservient to y'all. Okay, y'all. You know, it used to be the city electric department, it was a lot easier than you don't know what to do. Now they got their own people that tell y'all what to do. And any of those lawyers over there they heard every one of those people should be representing the city council as well. Everything they tell the JA they should tell you, every every opinion I have, you should follow the front other city council and ask them how come this is your opinion and If they already got eight expertise people and you like the answers are given you fine. Otherwise you have your own backup set of attorneys that answer things too much you can add Mr. game will come in and cross examine these other lawyers if you want to. So, yeah, I still see it is one government. That's my point. And they they all work for you.
Michael Boylan 40:22
And that's the perfect segue to our next conversation in here, quite honestly, George and I appreciate that exactly. What we're going to be doing with this scenario is we are going to be inviting the JE folks, the council, people who are advising him in this process to come and share with us their thinking for what they advised to the GA at a point in time, we need to do that. But I do want to move on to the next point of our presentation, which really is focusing on the authority of the council, that line of demarcation I talked about before, and we're going to give you 15 minutes, Jason to make a presentation that will open up the floor to questions to the group. Thank you, Councilmember Boylan.
Unknown Speaker 40:57
And I just want to say for the record, I completely agree with What the judges said and council member?
Unknown Speaker 41:03
Yeah, I gotta say that I gotta say that for the record I
Michael Boylan 41:07
recognized for the record to the Mr. Sam and Mr. Carlos UF since joining the group and I appreciate your taking the time and, and and former mayor john Delaney is in the back of the room, but I can't recognize him. All right, john areas. Thank you for being here. I appreciate it.
Unknown Speaker 41:23
So I kind of tailored this presentation, I've got some slides up, mostly not going to be too many pictorials. me a lot of words on the slides, but I think it's going to help with sort of articulating the points I want to make here today. And I've tailored this I mean, you know, with consolidation, the charter the city at large, we can get into all sorts of esoteric discussions. But I know Mr. Boylan wants us to be short, sweet and succinct and to the point. So that's what we're going to do. So I've tailored this in a way. So that we are talking about just to provide a quick brief framework. I'm going to talk about this city in the end pendant agency sign identify all the Independent agencies in the charter. But of course, I'm going to bring it to the JK in particular, because that's the kind of the concentration of this whole workshop and this program going forward. I want to start off the with and it's a great segue from the discussion we just had, that all roads lead to city council, particularly so when we Overview The agencies and their interplay with the city, particularly with respect to JA I'm going to get into the the sort of spectrum of independence that there is with the agencies but with respect to JA in particular, all roads lead to city council, no matter how this potential JV privatization goes, no matter what direction it takes, even and we're going to go into hypotheticals as to what directions it could have taken. They all lead to city council, no way around it. So just as a preface to this discussion, I want to just outline real quick The applicable laws and I want to start from the top and go down. In addition of federal law, of course, and state law and statute, you know, the statutes of Florida, the city Jackson was guided by really two major sources of law, the charter and the ordinance code. The charter contains a general organic principles by which the city must function including the city's foundation and general legal framework. The ordinance code, on the other hand, contains the official laws of the city which provide the enabling mechanisms to carry out the general principles stated in the charter. So you can think of the charter is kind of like the local constitution for Jacksonville. And you can think of the ordinance code is sort of the local statutes that that carry out those concepts, the cities and so this and then this is the most important, most important point and all of this because it underscores everything else we're going to talk about as people scratch your head when they look at Jacksonville. You know, it's it's truly unique. It's true. Truly the only true pure form of consolidation, the Constitution contemplates a few different forms Miami Dade being another but even Miami Dade has its own county commission and separate city commission. And even Miami Dade. By the way when you transpose, I'm going to get to the Jacksonville consolidation amendment in the second which is in the Florida constitution, but when you transpose the Miami Dade part of the Constitution with the Duval County one they're very similar in a lot of different ways. But Miami Dade retain this sort of two layer county city type government and by the way, they retained they carved out the school board in Miami Dade, unlike in Jacksonville, deliberately carved out the school board in Miami Dade. They have their own separate school board, but Jacksonville did not do that. And that's an important point and other venues. So the Florida constitution, a lot of people and a lot of lawyers in Jacksonville are very aware of all the articles and sections which pertain to the school board, the county officers, Sheriff, tax collector, property appraiser, all those folks and even other sorts of special districts. I submit that until you work on a city project, or until you work in the city itself, you really don't come across what is called the Jacksonville consolidation amendment, but that exists, it's out there. And really, again, unless you're doing something that's city related or in the bowels of the city, you're really not going to come across this thing that much, but it's there. And it has the force of law from the highest levels of the state. So just as a preface to this, the state of Florida is governed by the Florida constitution of 1968. As amended. That's that's the constitution that everyone refers to in common legal parlance in Florida. And generally local government units as you know, are broken down into two types of, of units and Florida. You got county municipalities in every county but Duvall the Florida constitution creates a county government. every county has at least one got one city government whereby the county and the city or cities can exercise separate governmental powers. The city of Jacksonville charter established the consolidated form of government, which I've referred to and that's in the 1967.
Unknown Speaker 46:24
approved, legislated, be approved constitution. That basically what the legislature did is it established the charter based upon specific authority in the Constitution. And let me summarize it because there's a lot there's three different years and you keep hearing different years with respect to the Jacksonville consolidation of government government, or Jacksonville consolidation, government amendment, and maybe I tried to simplify it as much as I could. And here's the best way I think I can say it. The Jacksonville specific consolidation amendment in the Florida constitution was put in place by voter approved amendment in 1934. But in 1934, there was the 1885 constitution. So in 1934, there was an amendment to the 1885 constitution that created this, this ability for Jacksonville to completely consolidate. It's been in the books since 1934, and was exercised in 1967. And ever since 1968 has been employed. So you know if there's any questions about that, we can go over that again. But that's that's the case there. I don't expect anyone here to be able to read all the words on that slide. But I just put it there because a couple of few council members are like give me the specific code for visit. Forgive me this specific constitution revision over there it is on the screen.
Unknown Speaker 47:45
Unknown Speaker 47:47
does anybody have a copy of this? Because we don't
Michael Boylan 47:50
know. I just asked him for copies for us because we had our back
and if you'd like I can I can have copies
Unknown Speaker 47:56
and will be fun. Yeah, Randy. Still can't read it.
Unknown Speaker 48:01
I can print out the charter so you can read it.
Unknown Speaker 48:04
But the point of this is, again, it's everything that I just described. But this is the this this is what's before you the words on that screen slide there. That is the Joshua consolidation amendment, where it basically abolished altered transferred all of the Commission's boards bodies and officers in existence at the time, and incorporated incorporated them under one unitary Municipal Corporation called the city of Jacksonville. And that's an important thing to keep in mind as we talk about the interplay of the Independent agencies and all these other things. One unitary Municipal Corporation called the city of Jacksonville.
Unknown Speaker 48:46
Unknown Speaker 48:49
just as a quick
Unknown Speaker 48:53
sort of primer on the charter itself, because that sort of lends itself to the foundation of the more specific conversation I just want to stay you know, the charter itself again sort of the Constitution creates, establishes these sort of broad stroke con concepts that that frame the the government of city of the city of Jacksonville. What you have in there are and again, this is a legislatively approved as sanctioned by the Constitution charter. It includes provisions related to the Independent agencies, which we're going to touch on in a minute. It includes provisions related to what are commonly known in the other 66 counties as constitutional officers. They are constitutional office in Jacksonville, but we the species sometimes becomes a main main source of the vernacular employed when we talk about these things because in as much as the sheriff supervisor elections, property pays your tax collector and clerk of the court, our constitutional officers, they're also municipal officers in Jacksonville, unlike the other 66 counties, their municipal officers in Jacksonville and In addition to that, you know, the charter, as we know, contains these very strong, traditional federal tight separation of powers. We have a strong executive branch of government. And we do have a strong, I think legislative branch of government as well. So it retains those provisions. What is an independent agency? The charter itself doesn't have a definition. But it has a provision. And I don't think I have a slide on that on this. But But I'll, if you want to write it down, it's in 18.07. of the charter. In fact, it's 18.07 D, and it defines and I'll get into the minute it actually defines who the Independent agencies are. And it's not exhaustive, and I'll touch on that too, but it's in there. But while these independent agencies as I'm going to touch on have varying degrees Independence according to their constitutionally sanctioned and legislatively approved charter articles, they all bear some similar hallmarks and said, that's what I have up on the screen. And so this is kind of a summary of what those hallmarks are. So for example, each are considered bodies politic and corporate, with the ability to sue and be sued, each have their own executive and policymaking powers with with respect to, you know, employment, operational powers and duties and things of that sort. But an important point, even with that independence, is that each has a relationship with the city, some to some varying degree. Each one has a relationship with the city, summer are required to use all central services, including our office. Some are required to use procurement. Some aren't, you know, these are all set forth depending on the agency. So, you know, notwithstanding the independence, there's a there's a certain level of tethering and again, it's different for each a agency.
Michael Boylan 52:00
If I may interject very quickly, we will make sure it gets on the website. But there was a two page summary that Mr. Clements created that spoke to each of the agencies or authorities and their relationship to other entities outside of the city of Jacksonville.
Unknown Speaker 52:15
Yes, yes. And it was a good one. I have one meaty clarification to but it was a good summary. So hopefully everybody has that. And so just to touch on the identified independent agencies in the charter, let's start with the Duval County School Board. It's an article 13 of our city charter. That one is a little different from the other ones in the sense that that's the only one it's considered an independent agency. I mentioned 18.07 in the charter defined, it defines independent agencies school board is one of them. But I will tell you that that is the only one that has its own elected body. When we get through all the other ones are all appointed, but that's the only one with an elected body of seven members from You know, the, as everybody knows, they come from nonpartisan, elected districts, seven districts, which are comprised of I think every two of the 14 Council districts, as we all know. So, you know, that that's how they're set up and they have some, they have quite a bit of independence, obviously, by their very nature and their function. There are some tethering things in the charter, and we can talk about that later if you'd like. But anyway, I just wanted to note that the police and fire pension fund is there the Board of Trustees that one consists of five members to city of Jacksonville residents appointed by the City Council, one police officer elected by the majority of the police officer members of the pension, and then a firefighter elected in the same manner and then a fifth member chosen by a majority of the other four who's confirmed by Council. You have a JA board that consists of seven members three appointed by the mayor and confirmed by Council for appointed by the governor confirmed by the Senate JPA sort of the opposite same but the opposite in terms of the who picks who JP a board consists of seven members for appointed by the mayor and confirmed by the Council three appointed by the governor and confirmed by the Senate. And then you have a JJ board. That one comes by virtue of Florida statute in chapter 421. That one consists of seven members all appointed by the mayor confirmed by the Council, the JTAR Transportation Authority. That one is unique in the sense that it's it's well established in the Florida statute. There's actually a whole chapter 349 that's dedicated purely to Jacksonville Transportation Authority. And in that one sets up a board that consists of seven members three appointed by the mayor confirmed by council three appointed by the governor confirmed by the Senate and then the last person is the district secretary for DOT serving Jacksonville. And then last but not least JK board that one consists of seven members appointed by the mayor and confirmed by this City Council. So I think it's important that you have that sort of framework. So you can just see sort of the variety and groupings of the agencies that are involved. And so now at this point, I'd like to quickly turn over to the the articles that are pertinent to J. Am I doing okay, on time council member? We've got
Michael Boylan 55:25
a couple extra minutes. Okay.
Unknown Speaker 55:27
All right. And I'm, I'm almost done. But I think these are important, because I think I saw several questions that came up. And and I think if you they're all kind of similar in a way. And of course, we will entertain the questions here as we speak. But the the three provisions I'm going to bring up here are two are very pertinent to this question. So there's been some questions asked whether JTA can do what it's doing in terms of this privatization option that it's currently looking at and undertaken? And the answer to that is yes. And by the way, that's not the only way that it can be pursued. There's a variety of ways. One initiated by the mayor, one initiated by the JA in a different format that doesn't require procurement, or potentially I haven't studied yet. A city council member could probably put something in the hopper. I haven't reviewed that. Yeah, but that may be yet another so it's important but this theme of all roads lead to City Council, the the opening section of a potential GTA sale has some potential different ways of how that can.
Unknown Speaker 56:34
City Council Member could
Unknown Speaker 56:37
Unknown Speaker 56:38
you to the chair to Councilmember Carlucci. What I mean by that is my only point in that is that there are potentially a variety of ways that a privatization review could be initiated. And I think and I'm mentioning for the record, I haven't studied that but as I'm thinking it through, certainly ja has the ability to do it. The city The mayor has the ability to do it. Regardless, it has to come to city council. But what I am mentioning is that perhaps a city council member could also do that too. I only mentioned that as Mr. But that I
Michael Boylan 57:10
appreciate your thank you have a question.
Unknown Speaker 57:13
So it's important to point out the power. Where does that come from that power Wilson, it's an article 21 is in Section 21.04 P. And by the way, this is just a section, a subsection of that overall section and this was recently approved by your predecessor City Council. And I'll get into what exactly was but initiated by Councilmember Kress, me there was a straw ballot that spoke to this. So this was a study provision. And what it says is basically, that GA can transfer any function or operation which comprises more than 10% of the total of the utility systems buy sale, lease or otherwise, to any other utility, public or private without approval of the Council. Provided However, no approval by the Council shall become effective with Without subsequent referendum approval and the terms and conditions of the sale. I'm sorry, but the way maybe the way I read it might have sounded a little off. They can't sell more than 10%. without the approval of council. I hope everyone caught that. So. So the the flip side of that is they could sell less than 10%. And there's got to be some initiating factor into what they're saying. I think there's
Michael Boylan 58:21
some consideration about they can piecemeal itself 10, nine, nine tomorrow and nine that was
Unknown Speaker 58:26
a previous council member does that very question. So anyway, and I'm sure we're going to talk about that further, when there's questions I want to move on real quick to another section 21.5, which is, the only point of this is that the JA has been given broad planetary powers within the space of utilities. So GA is empowered under the charter with these liberally construed powers to carry out their utility based operations and duties 21.5 of the charter. Oh, and then I just want to mention it's not on the slides, I'll mention another provision 21.0 Nine of the charter states of GA is not subject to chapter 126 of the city's ordinance code, which is a procurement code. It is applicable if JE doesn't have its own procurement rules. However, JA does have its own procurement rules. So that's an important point. Real quick, I just everyone, we've gone over this, I think over the summer, the way some in the charter, there's a few different ways that that can be done. I mentioned that because there are some specified areas that can only be done by referendum. City Council has a lot of Home Rule power on another on a whole set of other areas. But that's important because that's a that's a backdrop for a specified provision in the charter. Unique to JA that is unlike any other provision anywhere in the charter where with a few very limited restrictions city council with a bunch of words on their say is basically city council can amend really any portion of the article of ja anything in Article 21 With some limited exception, with a two thirds vote, that's and so that point right there while there's varying degrees of independence with all these various agencies, the point of that and what that provision underscores is that the JA is a closest to the city in terms of its dependence and capacity for the City Council to affect change, an amendment to the GTA, the control, JZ destiny and those sorts of things. So I kind of rushed through this. And I'll wrap up and I'll basically say like, as I said at the outset of this whole presentation, all roads lead to City Council, and you have ultimate legislative authority to do a lot, if not everything in this case.
Unknown Speaker 1:00:47
And we can talk about, you know, those
Michael Boylan 1:00:51
entertain questions. Let me just comment to the benefit of the audience here that we advised and provided the opportunity for city council members at our meeting on Monday to Provide questions in advance, there was hope that they would be involved in and incorporated into the presentations are being made today. But not all did. Those questions also will be posted online for others to see as well. And in future topics, we're providing information to wellness advanced and city council members, so they can generate their questions. And those two will be put on in advance, as well as the comments or questions raised by individuals who utilize the website and providing us with some comments on it without asking Mr. Ferrara.
Unknown Speaker 1:01:30
Thank you. So Mr. Gabriel, if I heard you correctly, and part of that,
Unknown Speaker 1:01:33
so if I as a city council member, one of the put forth
Unknown Speaker 1:01:37
a bill to put the electric authority back under City Council, that would be something I could put through and have it as a JTJTA. department
Unknown Speaker 1:01:47
and you could have the electric department, the sewer department and the water department. What would that end up doing with? JA would that be getting rid of board members? Will How would that be or what you're talking about?
Unknown Speaker 1:01:59
So through the through the charity, Councilmember Ferraro, the quick answer to a question is yes, the City Council could do that it could dissolve GTA and bring it back under the the bosom of the city and make it as city department, a utility department, it could do that there's a, you have the two thirds vote, you'd have to amend the charter, we'd have to look at some other things. But that would be just a direct answer to your question. I know we're talking just about JA, but would that be with all the authorities? Just as a quick answer, actually, the answer to that is, I believe, no, because, for example, the port and the Aviation Authority were split in 2001. legislatively it used to be under one title, and those are legislatively approved. I'd have to research that but something tells me that I think some legislative some state legislature approval may be required in that case, again, underscoring the point that JA is much more under the dependence or they're dependent on the city. Okay,
Michael Boylan 1:02:57
Mr. Carlos, you had a ND was before me. Okay. All right.
Unknown Speaker 1:03:05
Thanks for your person, woman before I make a statement and I'm going to ask a question because my question i don't think was answered. So I'm going to ask my question, but it's a statement. Thank you judge Arnold for being here. Because one of the things that we find ourselves in and why we're here today is that we have been kept completely in the dark. So when these outside counsel were hired for the GA and their memorandums, legal opinions were given, we, to this day have not received those legal opinions. So we don't know what was asked of them. We don't know. You know, we have no idea. So I'm going to ask that we be provided with those legal opinions so that I can help us clarify where we are today. Secondly, I have reviewed the charter and and specifically 21. And I did not see anywhere in there where, where the JJ has authority to seek to sell themselves I didn't see it. Everything that I read talked about keeping itself in existence. So if you could show me where that is.
Unknown Speaker 1:04:10
It's section 21.04 P of the charter. I read that, but that referenced further existence of the GA it did not represent selling itself
Unknown Speaker 1:04:22
really differently than you.
Unknown Speaker 1:04:26
Okay, well, yeah, Let's read it together. Nothing in this article shall authorize or be construed construed to authorize ja ja ja to transfer any function or operating
Unknown Speaker 1:04:43
can which comprises more than 10% without the approval of city council put on this.
Unknown Speaker 1:04:49
Right. So how does this
Unknown Speaker 1:04:51
able to do this today without our approval,
Unknown Speaker 1:04:54
GA today, if this if this ITN was an employee, they chose to choose a procurement process as a channel to bring it to city k
Unknown Speaker 1:05:02
that leads me to my second question.
Unknown Speaker 1:05:06
Process illegal. It wasn't
Michael Boylan 1:05:10
even Let her finish
Unknown Speaker 1:05:13
I want to propose that with GA could have done is they could have reached out to one vendor or one bitter, come up with a package a sales transaction, package it up and brought it to city council without a procurement process.
Unknown Speaker 1:05:27
Okay, well, that led me to my second question which were you you were provided before we were here today. procurement process is the acquisition of goods and services. I have never seen a procurement process used to sell oneself. Can you tell me how that's possible legally?
Unknown Speaker 1:05:43
It's possible legally. I mean, I don't know how to help you with that basic understanding of the law. It can certainly use the procurement process to sell itself. It's, I guess one could argue that that's a more objective and more aboveboard way of trying to objectively look Look at what may be out there as opposed to going directly to any vendor and packaging a deal and bringing it. I mean, there's a variety of ways that this could be taken up and brought to city council. But let's not lose sight of the fact that city council is the one with the ultimate legislative approval to approve or deny this whole thing. They have the right to do that they're an independent authority, if you want to change the controls and the authority of GA, do so in the in with the power I've just told you about with a two thirds vote change the JH charter and do it. It was done. It was done recently under council member Chris and Benny and his charter amendment to add that the voters have to actually approve any sale that wasn't in there before it ended with City Council. But now the voters get to approve it. So this was studied. This was discussed. It's been debated where's where's it been studied? Have that can you provide that to us? It's on the website. There's about two years worth of literature and the resources that from European assessors and so forth? Absolutely. I'll I'll send it to you. And
Michael Boylan 1:07:03
if I may interject you we are going to be obviously reach out to the Council of JA through this process, we will have a chance to speak to them directly with respect to their opinions and recommendations they've made to Jade during the course of this process, but just not today,
Unknown Speaker 1:07:16
and count and count Councilmember Doyle, if I may just say, any memos that council TJ have provided you you're entitled to it. Right. If that's what you want, we'll get those packages and get it over to you. Because as the judge said earlier, he's absolutely right. And some of this has been discussed. I think I've proposed before you're entitled to all the information that JJ has, in terms of all this stuff. Correct. Mr. Carlos, you
Michael Boylan 1:07:37
had another follow up question. Yes.
observation. I believe in the authority system. I believe in it's there for a reason. And but
somewhat, dovetailing on what council member to four we're saying is Is there a way? I mean is there's always a way to john LAN handset with 10 votes, you can get anything you want. in Jackson, I think it takes 13 now but used to be 10
Unknown Speaker 1:08:14
Canada Council Member
Michael Boylan 1:08:18
introduced legislation, an ordinance to just pull the plug on this whole thing, because it's so off track. And the trust level is so low, that sometimes you just have to pull the plug that was done in the previous administration when, uh, when there was a pension bill going through. And that's kind of where we're at is so so can the council. If, if somehow 10 votes were to be gathered, or 13 pull the plug on this whole process and take a breather, because is is, is incorporating so much of our time? And then we're gonna have lot Jay coming down the pike. We're gonna have so many other city businesses issues coming up. And this is absorbing so much of our time, something that really the people don't want. So can a council member introduce an ordinance to unplug this whole thing at whatever time that might be?
Unknown Speaker 1:09:16
Through the chair to Councillor Carlucci. And you know, I'm not going to speak to trust levels and what I know from my constituents understood understood. To answer your question, the answer is no, not during the dependency of a procurement process a valid procurement process. Now, ultimately, if it makes its way to you, you can vote it down. I want to also say and this is a relation, I think some conversations I've had with Councilmember Jackson is you're also not as long as again, we're not talking about the integrity or the specifics in a way that that involve bitters or things like that on the ongoing procurement processes BNOJ undertaken, there is the ability for you to change the charter GTA today, again, as long as we're adhering to these rules, we've talked about to change those powers and functions in a way, so that in the future, so in a way so that in the future, if there were ever a discussion of potentially selling JK they get your permission first, or that only the city council would be involved with that process. You can change the charter to do that. But there is an ongoing procurement process right now. There's something called the cardinal rule and procurement that we have to adhere to, which is you can't mess up the ongoing integrity of a project now. Now to answer your question. I think one of the things you could do GA is right down the street, y'all can are more than welcome within the confines of sunshine to be talking to JE management and others to talk about what you just said. And if that's really an issue convinced JA to pull the plug. If that's if that's such a hard or impossible for you then then you're welcome to do so.
Michael Boylan 1:10:50
cartilage. I certainly appreciate your comment. I'm hopeful that as a group, we take this journey together and keep an open mind in this process. I think we have to be informed and engaged Want to know? I can't be I don't know that we want to be specifically reacted to what all of us need. We've got a lot of learning to do in this process. And I'm hoping that I just want to know what our options are. And I think we understand the options are that we have an opportunity at this day, I changed, interested in changing the charter, unless it's needed to be I believe in our charter. I just think we've gone astray on the issue. What I understand from your response, then the charter right now to stop the procurement process. The only way we could do that is by making a change to the charter. You can change fundamental
Unknown Speaker 1:11:33
operational parts of the charter and make it so that only city council could
Michael Boylan 1:11:37
finish council member Dennis was next in the queue.
Unknown Speaker 1:11:48
Yeah, thank you, Calvin, and through the chair. George Arnold, thank you for for being here. I have, you know, one question specifically for you and then the other Two questions. Two questions for general counsel Gabriel. How do you feel about individuals speaking to this body under oath? And, you know, what's your? What's your view on that?
Unknown Speaker 1:12:15
Well, as I recall, the charter does have a provision authorized investor defects. My personal opinion is, you ought to reserve that and use it only very carefully to people who you think maybe come in here in line to you. If they're just folks that are coming here to provide you information, you don't need to.
Unknown Speaker 1:12:41
Do you think that this rises to the occasion to administer old I mean, this is something huge and I know I received something last night in the mail from I mean, an email from the Civic council where they've been slow to get information from JN. I know I've been slow to get information and And it just, you know not to talk about the trust factor. But do you think this major transaction with the entire city watching on what we do does is rise to the level of anyone that comes before is taken over and all due respect when someone come to your courtroom, you know, regardless of if they're, you know,
Unknown Speaker 1:13:22
do they are they under oath?
Unknown Speaker 1:13:25
Well, that's everybody is when you go to court.
Unknown Speaker 1:13:29
That would be a decision for the majority of the council to decide if you want to place everybody under, certainly, up to you all do and you certainly can do it. Whether you should or not, I like it. I just hate what they do in Washington. So bothers me.
Unknown Speaker 1:13:51
Yeah, I totally understand that. My next question, I was all on the always under the impression that only 19 people In the city of Jacksonville can file legislation, not the executive branch, not independent authority. Is that is that true? And in JA filed legislation can can the school board file legislation, I thought only only 19 people in the city can file legislation
Unknown Speaker 1:14:20
through the chair to council member, Dennis, so it would have to be introduced by a council member. So I mean, just like a bunch of different legislation that the mayor's office does from time to time, the mayor's office could pack conceivably package something and introduce it to the council president and then it would be before you that's that's how that would work. And then on the GA side, they have a board, they can pass a resolution, whatever the proposition and they can request to the council president introduce it or I suppose the council member but but yes, I mean, your council is in charge of your legislation. That's correct.
Unknown Speaker 1:14:52
So even when the mayor files legislation, the mayor cannot follow legislation. He has to have a sponsor whether it's the county President or one of the other 18 members, so the mayor alone cannot file legislation.
Unknown Speaker 1:15:05
There there is the answer your question. Yes, there is the requirement that it'd be introduced. And there's some provisions that speak to introducing by the Council President and not being
Unknown Speaker 1:15:13
sold to one of my colleagues, one of my colleagues said that, that it has to be I think a question JA cannot file legislation. So JA can put a package together bring it over to Council, but if not, not, but have none of the 19 introduces it is dead on arrival. Am I correct?
Unknown Speaker 1:15:32
You are correct, except that the council produces a provision in the charter in the things in the ordinance go that speaks to if there's a resolution, there's a ministerial operational duty on the council president that when you know, when any of the collegial bodies pass something, it's introduced and even goes on to say this just because council presidents introducing doesn't mean he's endorsing it, or she's endorsing it is but there is that in there.
Unknown Speaker 1:15:54
So the council presidents required to file legislation that has
Unknown Speaker 1:15:58
to leave so yeah, I knew the ordinances or may
Michael Boylan 1:16:03
we move on?
Unknown Speaker 1:16:06
My last question through the procurement process. Is there a clause in the procurement process at any point, the city of Jacksonville can can pull a bid or RFP or it and all off the street, even in the middle of the process?
Unknown Speaker 1:16:24
I don't have it before me. It's been a while since I've looked at it, but I believe now we're talking about city specified procurements. I mean, I don't think there is an ability for the city to pull I guess you call it pull the plug. I think they can reject all that. You got to be obviously fair play on all of it. You got to, you know, do it across. But anything I think there's a there's a there is a requirement to that to go and
Michael Boylan 1:16:45
will identify that and make sure information comes in a weakness. Thank you, Mr. Sorry.
Unknown Speaker 1:16:50
Thank you. Just
Unknown Speaker 1:16:56
Just for clarification. Earlier you said I think check may have said that we can, we can put our ears to whatever the GTA attorneys are really working with us to work for. So however you want to describe it, but if how do we how do we do it in sync without waiting to read the minutes or reading whatever? How do our attorney maybe outside attorney or y'all? How do we find out what they're saying at the same time that they're saying it?
Unknown Speaker 1:17:27
So, you know, let's be careful
Unknown Speaker 1:17:29
things important? Well,
Unknown Speaker 1:17:32
I mean, that's important. I think that I think Councilman Bowman mentioned something alluding to that earlier. And you mentioned it right now. So I didn't
Unknown Speaker 1:17:39
count. Remember, Percy Jackson brought it up earlier on. And it's a good point that we're, I think, which you gotta be careful which, you know, be careful what you wish for, because I don't wish for
Unknown Speaker 1:17:46
how we do it.
Unknown Speaker 1:17:48
I'm just saying by automation, if you want just everything, you're going to get inundated with a bunch of different stuff. I would suspect I would, I would recommend but I'm open to your input on this. What I'd recommend is that it's on a case by case basis, I understand there's a little bit of a well, how does counsel know that something's happening? You know, when Jake is the one leading the charge? Well, I mean, maybe we can think of a way and can come back to this but thinking of a way, like on a case by case basis, if it's something that's going to involve or or be of interest to you, then maybe we on a case by case basis, you get that you may not want all the you know, the sort of wrote things that are happening on a daily basis, but you may want the bigger ticket type opinions and things like that.
Unknown Speaker 1:18:28
We may be asking the question of our of our attorney or view, and we don't know if they're responding in a different way or not, how they know what we're concerned about, as well as knowing what they're concerned.
Unknown Speaker 1:18:39
So it's going to be very important when this when we engage Legislative Council here, we're going to have to come up and talk to the council present about this, but some good protocols because, again, the collaboration goes both ways. You want the collaboration, the cooperation because you want them to work with those attorneys and get there may be answers, that the void there may be some opinions that have already answered some questions. Certainly legendary. can get it, they may have some other varieties of, you know, ways to look at it. And that will come before you. So you can help
Unknown Speaker 1:19:05
us with that. Because I don't know, at what point that I don't want something coming to us one way or the other at the end. And they asked all these questions and the country
Unknown Speaker 1:19:15
is going to have to be collaboration cooperation.
Michael Boylan 1:19:16
Well, I'm very couple two parking lot items, the first of which was the one that Councilmember Jackson brought forward with respect to the timeliness of a Jason console, let's call it and then the second one with respect to some clarity as to the procurement and went in the process of procurement process can be stopped or divert or however so those who would like to see addressed subsequent meetings on council member Percy Jackson, the floor is yours. And we'll try and keep this brief because or over the time we will need a parking garage
Unknown Speaker 1:19:49
through the Chair, thank you so much in and out and I just want to say General Counsel Gabriel, I believe sincerely you are sharing with us your legal opinion based on Understanding I'll tell you the challenge. And I just want to say in the room, the council is in the unique position for the first time, I think in history of having four attorneys on the body politic
Unknown Speaker 1:20:10
Unknown Speaker 1:20:15
for us, but I think the challenge for me under 21 for the authorization for JA doing this, that section is called powers. And the first one, subsection a says to construct JH, to have the following powers in addition to powers otherwise conferred to construct, own, acquire, establish, improve, extend, enlarge, reconstruct, really equipped, maintain, repair, finance, manage, operate and promote utility system. It doesn't say sale. And so I think that my running joke has been I don't think the framers Judge Arnold contemplated of our charter contemplating independent authority selling themselves without the charter. I don't think it contemplated that's been a little running joke of mine. But I think that that's the challenge. So that's the first that's subsection a. And then when we get onto subsection p, which you've referenced, and then talks about transfer sale finance leads, otherwise provides services or products or byproducts, developer used by JA, it still, there's, there's a contemplation and these powers of parts or items that they're going to receive or they need services provided not the very entity itself. I think that that is the rub for us. And when further down, I know you, you reference if they're going to sell more than 10% well yet that that still will count know, 90% of majority is still held hold and harmless. So it's less than that. I think that that's our confusion. And I know I know, it's my confusion and I know we've been referencing procurement procurement means acquiring. It means acquiring, not selling and my understanding of it. And so I think that that's why we are challenged with a procurement process that authorized the GA board to advance it in to sell, you know, recapitalize, you know, sell itself, but because that's not the understanding of procurement, they're not. Are they going to acquire another entity to buy them? I don't mean that. That's the stretch of the term acquire. And so I'm not gonna put you on the spot today. But I think we have to, to look at what one of the powers that 2104 is actually Sanjay has I act to find trouble finding any authorization to commit for the recapitalization that results in the sale of the entity under a power that that's and that's, that's the rub. So if we could future
Michael Boylan 1:22:55
question in there is a viability of this having the right an opportunity to To sell themselves. Can I give a hypothetical please? David in
Unknown Speaker 1:23:06
the hypothetical is and just for purposes of this hypothetical, imagine that water is 10% of the operations of JD just just for purposes of this exercise. If it is 10%, could GA sell it under that provision? I asked that you can ponder that. And we can talk about it another day. And if they could, well, then certainly they could undertake a process to do so whether they want to undertake a procurement process or a direct solicitation or some other way of going about it. I'd submit that at a minimum, it would allow you to do that. And so how does one even figure out what 10% is of their assets? There's got to be a calculus who's in charge of doing the calculus JA. And so there's got to be some preliminary process that's undertaken at some point. In a GA is charged with running the utility they are certainly the first in line to be able to make that couch Oculus, and hence the reason why they could make the calculus and then decide, you know what? Let's give this a shot and then we'll take it a council and see what council does. And with that being said, I can certainly
Unknown Speaker 1:24:11
can I please,
Unknown Speaker 1:24:13
and I appreciate it. We can have further conversation because I think I differ with the legal understanding of procurement and the ability, but I like the example you just gave with the 10%. Because I think one of our issues is what's the actual value is so the asset we don't really know. Before you get to the provision that says nothing in this article show shall authorized to be construed authorized at the transfer any function or operation before the issues to clean enough it says, provided however, that Jay will not enter into any activity for searches as such in addition to those activities listed hearing, without first providing written notice of such activities to the council auditor no less than 30 days before the commencement of the activity which would envision for me before you can determine to represent the artist must say what the temple It is. And so I don't know if that happened. But I thought so I think that there were fail safes put in this. I think that there's a question and interpretation before you say 10%. can be. So it seems that the council aren't supposed to tell us what's the value was 10%. And then there wouldn't likely be from that point that Lane was saying this is the percent or less that we want to say a little bit more.
Michael Boylan 1:25:23
Thank you, Mr. Customer for Jackson. I appreciate that very much. Let me offer a couple perspective if I may, before we move on. Number one, obviously, and I understand appreciate the optics. On the possible recapitalisation of GA. Keep in mind there are five scenarios on the table was changed might change the structure of the organization. And quite honestly, I do appreciate the fact what GA is doing is exploring all five. They truly are exploring all five in this process. So I appreciate the fact that we were very focused on one of the scenarios and probably the most likely scenario is presented to us down the road. Let's not lose sight of the opportunity to To explore all five of those as we go through this process number two, I think a lot of the questions and issues concerns that are raised today will, will be and cancer can be addressed both again by Jason or his office down the road. And secondly, obviously from the perspective the folks at the board management at JA. So we have clearly demarcate, demarcated today what we are concerns are and I do appreciate that in the context of this process. I do want to promote ourselves the opportunity here from Miss Miller. First of all, one thing judge for your time and resources today and Mr. Gabriel for your your input in this process. Again, all the contents that we are materials that we are working from including the entire article 21 is available online. And some of the other items too, we will make sure it's all there for you all to see and make decisions on your own accord in this process. So I'm going to quickly invite Miss Miller to come up and share very quickly if she can with us the
Unknown Speaker 1:27:01
While she's on the way up, I just wanted to say because every time I come over here, I say this. I want to thank each and every one of you for building our wonderful courthouse.
Unknown Speaker 1:27:12
You weren't here when it was
Unknown Speaker 1:27:13
built, but you continue to support it. You spend a lot of money over there maintaining it. And it is absolutely the finest courthouse in the country. And you should be very proud what you did for us. Thank you. Thank you.
Unknown Speaker 1:27:26
Michael Boylan 1:27:30
Thank you. Appreciate your time. This Miller and I, and I appreciate the patients and adults as my colleagues in this process. We're trying to keep this as concise as possible. And for the opportunities for us to have further conversation about any of these items, we can move them forward. The process is very fungible. All right, we just set a course. It's a wireframe, as I mentioned before, it can change as we move forward through this process. Miss Miller, if you quickly yesterday we sent out from the Civic council For the three items, for the benefit of for those listening who may not be as familiar with the Civic Council, some of those are could you quickly give us a thumbnail, what the Civic console is and then specifically to the letter that you that were supported from the subcommittee?
Unknown Speaker 1:28:14
Yes. First of all, thank you for the invitation and through the council president and to all of you thank you all, for taking on this process. The Civic Council is a group of 80 plus CEOs in the new Northeast Florida region, organized around essentially mobilizing the collective voice of the CEO to study and analyze difficult public policy issues in our region and hopefully move those forward. So it is a 501 c six, it's a membership organization. All members are pay dues. We do not accept any public funding. We we fund all of our own research and the idea is to fund research, develop facts and then from those facts as we study as we study issues, then to, to proceed with presenting those facts and information to the public to the policymakers primarily. And then and then hopefully draw conclusions and work toward positive public policy change. So with that in mind, in 2017, the Civic council came out with a strategic plan. There were two strategic objectives. I think one of which you're familiar with, and as I've said before, you before regarding education reform, conducted several studies regarding education reform nationally with other groups. And then the second was analyzing the state of the city's public finance structure. We are in the process of conducting a study that for the very first time actually looks at the comparative tax base of Duval County and the city of Jacksonville and compares it to other cities and counties throughout the state of Florida. And that that work has never been done and it's it's a work in progress. I will say, we have had it peer reviewed. We are working with professors at JU and You enough. Now in the course of that research, and it has gone on for some time, we recognize the JEA is a very key funding source for the city of Jacksonville. And so when you look at the amount of funds coming from JEA, not just from franchise fees and utility tax, but from a direct contribution. And at the time we started the the study, Jays contribution was close to 20% of the close to $1 billion budget. Now, it's obviously a smaller percentage, but still quite a significant contribution. And it's one of only two in the state of Florida that actually makes a contribution to the city. The other is the Orlando Utility Commission. So with that said, the the executive committee when there was discussion about the potential sale or change of JEA Executive Committee convened a subcommittee of our public finance task force to study JEA that was in January of 2018. This has been a very long road using the relationships and, and reaching out across the nation to investment bankers to youtility. Experts to I can't even tell you how many different financial experts, lawyers and a lot of like rating agency individuals, lot of people in the finance and energy sector. I will tell you this is a highly highly complex issue. It is extraordinary, really complex. It's like an onion peeling, keep peeling it back. So as we commence, we set out an analytic framework for ourselves to say, here's what we're going we're going to study there was going to be how do you optimize this asset for the city of Jacksonville? That was our question to ourselves into the public. We shared that with the former Special Committee on JA of council. As we went down that road, we collected a lot of information, but part of our analysis was going to be developing a particular value of value of JEA looking at various factors during the time of our analysis, and as we began collecting information There was a sea change nga both in leadership and in strategic direction. That change resulted in a completely different set of financial projections that were than were originally. And it was in the form of, you know, the McKinsey study. And that process, that process took quite a long time. And we initially worked very closely with JEA with our external consultants, and, and received a high level of cooperation and working to get, you know, financials by line of business and it just a lot of information. So suffice it to say it has been a long road, it's been 18 months. I do know it's a highly complicated process. And as the Civic council continued on and its work, we came to several conclusions. And one was, because this is a complicated process, the only true way to get your arms around the value of JEA is to conduct a full review of JEA and a full review like an appraisal. would take you it would take a team of folks, and this is what's done in other communities. It would take a team of people, finance, investment bankers, youtility experts, if it's water if it's seared, you know, different people into an lawyers. So and that takes a whole team of people usually cost quite a lot of money. It's not unlike what JA is going through now, right in some ways, but it would be by the city. And so we knew as an organization, funded through member dues, we did not have the resources for that we actually priced it out through several different investment firms, who one of which is actually working on the workout for the LA power company, publicly, and it was upwards of 500 to 500,000 to a million dollars to conduct that type of study. So we knew we were unable to do that, but we wanted to stay involved in abreast of what was going on. We were approached in the spring by JH. And asked they were asked us to endorse their status quo numbers and our task force and committee said, we'll be happy to look at this, we need to look under the hood, we need to understand your financial assumptions. We need to we'll you know, we'll be happy to look at it. We had a scheduled meeting in June. And the plan for that meeting was to, as somebody said, Put the green eyeshade crowd together to look at the numbers. Unfortunately, that meeting did not turn out that way, for a variety of reasons, and we were never able to obtain the underlying financial assumptions and the documents to look at that we have folks, we have both members and others, and engaged financial experts who were, who were retained for that purpose. And then as you know, in July, the JA issued in ITN, which appeared to be deviate, to deviate and was was was, frankly, a surprise, I think, for everyone. And so our executive committee said given the change of direction and given the fact that this appears to be moving so quickly already, let's regroup and retain experts to look at the process. Look at this process. What would any municipality want to go through? What would any municipality do? In a process like this if there were a disposition or sale or even just an evaluation of your assets, and our experts, they sent you an original report from Jerry Hartman, who is a double board certified engineer, as well as an opinion from the gray Robinson law firm. Mr. Jason Burnett is here from the gray Robinson law firm. And but we we asked the question, you know, what would any municipality want to know? If they were if there was a process to dispose of an of an asset, you know, what, what would you want to know? What would the public want to know? And what do you have to go through? What are those requirements? And so that was the task ahead. And fortunately, Mr. Mr. Hartman has been a part of over 635 different transactions to sell or transfer or restructure a utility. So he's very familiar in 36 states around the United States. And then Mr. cloud of the gray Robinson law firm has been practicing in this area for over 40 years, primarily in the state of Florida and has worked with I mean, just since the 70s, on municipal, primarily municipal disposition. So we examined that process, what you have, and there's no time today to go through that. But I would strongly encourage you to call upon Mr. Hartman and Mr. Cloud for that. And, and but out of that came several things. We also have looked at the the financials and engaged experts to look at the financials, talked with the Florida municipal power Association, look at am talked with private sector, like the, you know, bond rating agencies and analysts who previously worked for bond rating agency. So, across the board, we were told it JA is not in a financial crisis. Is it? Is it hitting, you know, some headwinds? Yes. Does it need to potentially restructure possibly, and and so how do you combat that? How do you How does Public Utility, what are the options available to a public utility or municipality if you have concerns? So, so looking at that we believe and based on the research based on our research based on the opinions of these individuals, we're recommending that this council and based on a reading as Mr. Gabriel said, All roads lead to city council. Now, Mr. Mr. Cloud knows Tom Welsh, also a former general counsel, who he's consulted with and rendering his opinion who said that JA is absolutely JA can absolutely go through the exercise it is going through it is it is exploring one of what it has laid out for itself five options right there five options that McKinsey report right so it can go through this process. But but it is one part of a larger process. And really the duty the ownership under Florida law of the municipality is the city and you are the elected officials of the owners of the of the owners. Of that, right? They are the owners of the utility have elected us to Office and the right I mean, this city essentially gave JEA the franchise to operate. And so if you think of it that way, as well as offered up top rate water and sewer, and so when you think about it, it's a bit of a nuanced, you know, it's nuanced, so JA can continue its work but its work is not the only consideration there. This council should take control of the entire process. There is a duty under Florida law for whoever has to approve the sale, you have to undergo very specific requirements and public hearings and analyses making a business case and those are outlined in the letter that we sent to you. So while JA can conduct this and certainly present you with an option, you are not limited to that option and it and one would say that your duty is to explore all options and to make sure that you have before you all of the information so I Again, applaud you for convening this, I will I will close with this, that when we look at this and come down to it, it appears that the primary motivation and all of this is funds for the city. And if that is correct, that's correct. And if the city needs $3 billion, then then then the primary question here is, what is the how much money does the city need? What do we need it for? And, and, and, you know, then, and then lay out a plan to get that because it's a very healthy exercise to analyze your assets, you should always understand how much you own and your value very healthy. And our experts will tell you, you should at least go through this process every 10 to 20 years understand your value, but it's not your only asset. There are other ways and other triggers if the city needs money. And and that process should be a very public process and this community has had a very long and successful history under Mayor history and our all of our mayor's the recent mayor's under and Austin and Don Delaney and even Mayor curry in responding to a need. Our citizenry understands the need for pension reform. They understood that after years and years of complexities, and they responded and they voted, so we would encourage you to take a step back and examine what are the needs of the city. If we need to sell an asset or consider other assets, then what are the right mechanisms for that?
Michael Boylan 1:40:27
Well, I appreciate your comments. I certainly Mr. Wilson, I don't want to chair that committee.
Unknown Speaker 1:40:36
Thank you, Jean for being here. It's a great deal of respect for you. And I love that you're getting all sorts of new friends in the last 24 hours.
Unknown Speaker 1:40:43
That's good stuff.
Unknown Speaker 1:40:45
I guess I'm a kind of a bottom line guy
Unknown Speaker 1:40:47
and I understand what you're saying about process and procedure and the city and the City Council. I have to assume that there's probably some number let's say somebody offered as 100 billion dollars for JA I would assume that the Civic councils Yeah, every day we sell it
Unknown Speaker 1:41:01
right now immediately Here you go. And that at $500 million? The answer is no way not a chance is make any sense at all. Does the Civic Council have
Unknown Speaker 1:41:09
a number where they feel that this would make sense for us? And if so, what is it?
Unknown Speaker 1:41:13
So, through the chair to Councilmember diamond and the Civic Council has not considered and we have not studied. So, we have not studied that and the letter is clear that we are not on whether a sale should take place and on what terms we are not applying at this time. At this time. The concern is regarding the process. And the concern that it is it is fundamental transparency. And as we know now from Florida law, there are certain requirements for that. So if this council wants to do this, then the process is salvageable. It's salvageable and you know, Mr. Cloud, Mr. Hartman will tell you, if you want to save the process, you can do that. But there are certain things you need to go back and cover so we don't have an answer to that that if that question comes up, then the council will apply its resources and and analyze it to the
Michael Boylan 1:42:05
best of its ability. But to the extent the conversation you and I had yesterday, the process we are undertaking right now is certainly in line with the expectations and the as part of that process correct.
Unknown Speaker 1:42:14
It would seem to me without you know, knowing more and looking at your the titles, but I would encourage you to, again, Mr. Clouds available and others and
Unknown Speaker 1:42:24
Yes, Mr. Bowman,
Michael Boylan 1:42:27
thank you, thank you to the Chair. Thank you Miss Miller. Civic councils been an amazing resource for me and and I appreciate what y'all done. Question for you. Maybe we don't have to answer today but with the expertise you have
my family's in position and we're selling piece of property right now. There's two ways we can do it. We can go get it appraised, or we can go through with the offers are in in gives us an idea of that market value. And it sounds like y'all were looking at doing the appraisal part. And so my question is that Given that we've got, I think 15 people that are groups that are offering something on that at the end of the day, will that give us a good idea of what JA is really valued? Or would we need to? Is there still value in going out and get an appraisal done on it, even though we've got 15? We know what the markets willing to willing purchase for
Unknown Speaker 1:43:24
and thank you through the chair to council member them. And this question came up yesterday, we had a special member meeting to discuss that and Mr. Hartman is best to answer this question for you. But the short note, let me clarify, we're not conducting an appraisal appraisal and appraisal would require the expertise of cross disciplines and that would be the duty of the city. So let me be clear about that. And that was the cost quite a bit of money. But Mr. Hartman examined and said look, and appraisal is the typical part of what you would do to understand the value The ITN as structured and and is very is wide open, it does not address the value of real estate, it does not address lots of different types of values. So, and there are different values that are important in this process. There's the PS in the Public Service Commission in determining what's called rate base, they're going to look at a value, and then you can have your appraised value. So to extend your analogy of selling your your property, I'm assuming you have some sense of what the market will bear and you go out to offer. Let's say I want to buy your property, and I come to you and say I'd like to buy your property and other people have and you have some competitive bids, but I have to finance your property. So I go to a bank, a bank is going to require an appraisal or an or I might if I'm buying it for cash wants to know an appraisal, you go through a due diligence period. If you're buying something you would do a phase one I'd like to know the environmental, do an inspection. I'd want to know what I was buying and before informed as a purchaser, so if you kind of think about it that way, then that that would be the role. If you are a seller or a buyer, you want to know Mr. Hartman would tell you, he has been in several situations where and most recently in the city of Vero Beach, where the city was where were a, one of the bidders offered, I think 100 million, I'll use round numbers because I don't recall it's a very small, so let's say was 50 million, he came in with an appraisal that he did with a team. And and this is not to promote his services. With that regard. This is more to say, with the team analyze some of the additional assets that the property had that they that the utility had that weren't taken into consideration in the bids. So although the original bids are 50 million, the eventually sold for 100 million. So you want to have a thorough understanding of what it is you're selling. And and the value of that and that's, that's would be I would suggest to do As as public servants and is far your duty, but I, you know, I am. So give a few more hope that answers your question.
Unknown Speaker 1:46:09
Michael Boylan 1:46:10
Mr. Sale comer.
Unknown Speaker 1:46:13
Thank you, Mr. Chair, the chair to miss Miller, I was confused about comments you made about. At one point you were requesting financials on the JEA. And they were not responsive to that. And then at some point, it sounds like you got that financial information in order to do this analysis. Can you clarify that?
Unknown Speaker 1:46:35
Unknown Speaker 1:46:37
can you explain more what you requested emails who you sent him to? I'm very curious about that.
Unknown Speaker 1:46:45
So our in our in the initial stages we looked, we wanted to get a consolidated and a consolidating bank balance sheet for all lines of business that did not exist. So Jay went to the effort of actually putting that together took many many hours. But they actually said they found it useful. You may be familiar with Howard circuit and heritage capital who donated his, you know, pro bono time to assist us in developing what we wanted to get was some type of estimated value and a discounted cash flow analysis for the various lines but also together. So that was in the spring of 2018. As you know, everything changed during that time. So, leadership changed. And then the interim, the interim leadership told us, we can do all of this for you, but it because there were some additional information that we asked for, but it is not, these are these are not good projections. We are going to reevaluate these projections. We are engaging a consultant. So we stopped. I mean, there's not much more you can do when they say because if they say we're about to re forecast with the assistance of a nationally recognized consulting agency, so we stopped on that. Then McKinsey came out with its own status quo projections. So when we We were we asked for the data and the underlying assumptions. We asked to speak to McKinsey, we asked repeatedly. And we were asked to actually endorse that in May. And our membership said, you know, we don't do anything without doing research. So we want to look under the hood. So let's look under the hood. So a meeting that was supposed to be out through three or four people to look under the hood, talk to McKinsey, get the underlying data, trying to understand that so we could come forward with some opinion. We were not provided with that. And then Mr. Hartman and doing his analysis, asked ministers on and his team for specific documents, we had an hour long interview with them, very graciously provided and there were specific requests, and then they promised to provide some certain information and they were follow up requests that were unanswered. I will give you a very specific example. We asked for the the McKinsey RFP. We asked for the McKinsey proposal to say what have they proposed What's the scope of services? And what's the cost of that? We were sent back a very heavily redacted document under Florida law. When you redact something you have to stay the reason why it was not. So I asked my son, I emailed back and said, What is the basis for the redaction. And we received letter A letter from McKinsey, not from JVA claiming trade secret. Now, this is a deal that's already closed. That's already go moving forward on purchase. And, and so it was hard, but we didn't press the issue anymore. But to suffice it to say, I don't know what McKinsey was asked to do. And I don't know how much they paid for it. So that was difficult because we wanted to understand we didn't want to duplicate Mackenzie's process. We wanted to be additive to it. So that was that was the purpose of asking for the RFP.
Michael Boylan 1:49:45
Thank you. I need to cut a tidy it up. For more questions here then I guess very quick.
Unknown Speaker 1:49:51
Did you follow up with any city council members that could have facilitated that you strictly went civic council the g8 Yes. Thank you. murmur calm.
Unknown Speaker 1:50:02
Thank you and thanks for being here. So is was the letter and everything you're voicing is that a unanimous feeling of the Civic council are there so the council members who have a different view or take a different tact on this? So, one way to add the answer The answer to that is are the executive committee of the Civic Council is the policy making body and the executive committee is made it is 10 to 12 people along with the and then the task force chairs are ex officio members. As for the executive committee, it is unanimous. The members were given an opportunity to review to provide input to receive feedback. And some of the members as even with education, some members do not agree. But when members agree to participate in the Civic Council and pay dues, they agree and they understand that the organization has its own values, so and the values and intends to advocate so I can't speak for another member but IN we did not take a an organization wide vote because the process is through the executive committee. Okay, thank you. And then you said that the process is salvageable. Can you like kind of go through the specifics of what you think council hasn't done to this point? And I know, you know, you mentioned public hearings, and we have 15 or so public hearings set up, in addition to our regular council process. So you seem to imply that there are things that we should have done to date that we haven't done, or that we haven't set up. So if you can kind of list those out. So we're clear on what you if I can direct you to the PowerPoint presentation by Mr. Hartman and and he presented for almost an hour yesterday, so that would take a lot of time and out of respect for your time, and everyone else's I I would encourage you to, we can help, you know, arrange for Mr. Hartman to be here to present that to you and what would typically happen in a meaningful Quality if you are undertaking this, so I don't have that list off the top of my head, but Mr. Hartman has that, as well as Mr.
Michael Boylan 1:52:07
is laid out in the PowerPoint that he that you provided us yesterday.
Unknown Speaker 1:52:10
Right. There is some and so there there is. And then you also see a flowchart. So there's a lot of details packed into that. And you see the larger if you see the larger report
Michael Boylan 1:52:21
is a brief answer, because they've got
Unknown Speaker 1:52:22
some Yeah, super quick follow up, so so on that so there's nothing specifically that the Civic Council, the executive body of the Civic council thinks that council isn't doing right now. It's more of the consultant that is looking at looking at like these sort of situations at large know, the executive committee has approved the letter that you received yesterday. And there are seven recommendations there. There are seven observations. So I would say that I think those are fairly direct. And if you question any of those, so yes, they have based on our research and the observations from that research.
Michael Boylan 1:53:00
Unknown Speaker 1:53:01
Thanks. There's a chair to miss Miller. Thanks for being here. I just got really one question. But it's based on my observation having been through a lot of these meetings and so forth, is that this whole process is we're here with calls at the heart of the JA reasoning for going through this process has not because we need cash, right, that has never kind of been on the table. But it's been for two things that the future forecast as it relates to its revenue projections. And number two, the constraints on any future solutions that addresses those revenue projections. So you mentioned that the Civic council started exploring at least the first point there, right. Have y'all given up on that initiative, whether it's well doing it in parallel or as as Mr. Salem mentioned, yes, you know, open wreck, sunshine malls, provide us the data because from what I understand, it is there and that is Hopefully part of what we're going to set our sights to do. Right? Are you guys keep up that an issue?
Unknown Speaker 1:54:07
No, I not at this time. And here is the here's the problem. The Civil at least at this time, we asked for all of the underlying information. So when the new projections came out in May, we immediately asked for the underlying financial assumptions and to speak directly with McKinsey. So we understood what went into that I was going to unpack a lot of information, we were not provided with that opportunity. And so and, and but as part of that conclusion, whether it's going through scenario 1234 that is the duty or, or or scenario six, seven or eight, whatever those scenarios look like for this city, it's the duty of this group to consider that as well as the needs of the city. And I would submit so it is I can't sit here today and tell you that the financial for You are correct. I can't tell you what the bait because I don't know everything is based on an assumption. And we don't have that that has been part of this. So that was the reason why the organization decided the executive committee decided to weigh in on the process at this time. And to the extent we can be additive to your process and your analysis based on what we have collected Today, we'll be happy to do that. But I the beyond the process right now, there's not been a decision on what the next step
Michael Boylan 1:55:27
I believe there were two more questions. We're going to limit it to that Mr. has already first and then Mr. Carlucci.
Unknown Speaker 1:55:32
You can answer yes or no and I think you kind of answered my question. financials. Have y'all been working on that since y'all started? 18 months ago?
Unknown Speaker 1:55:40
financials? Yes. So we started on when Mr. McElroy was here and working with Melissa dykes and then that changed. Then we were told, that was January, February, March, April, May then we were told that the financials May June. Those would be they were no good that they were re structuring the financials. So we should wait we should not do a continued analysis based on those financial projections because they're wrong. That's what we were told. So we stopped we did not want to add. So then we received the new financials and that goes to Mr. beckons question. But in order to understand financials, you have to get into the assumptions. Right. And we have not been provided
Unknown Speaker 1:56:19
that only reason, Sam, because at the very beginning of the conversation, your conversation was that
Unknown Speaker 1:56:25
we didn't, that you
Unknown Speaker 1:56:26
everybody that y'all talked to would tell you that they're okay. Yeah, I mean, that's basically what you say. Now that tells me the headline today that we're in a spiral I know y'all but that the GA is not in this
Unknown Speaker 1:56:39
power. Actually there is in our
Unknown Speaker 1:56:40
that would be your conclusion from talking to whoever you talk to.
Unknown Speaker 1:56:46
them based on based on the information available to us, if you
Unknown Speaker 1:56:50
can send us whatever financials the job done or said
Unknown Speaker 1:56:53
it was from over a year ago and we've already been told by JE a
Michael Boylan 1:56:57
Unknown Speaker 1:56:57
we've not been provided with
Unknown Speaker 1:57:00
Welcome to another thing I want to mention, Mr. Hartman can be reached now,
Unknown Speaker 1:57:03
I've got his car. Okay.
Unknown Speaker 1:57:05
The other question, you know, again, it goes back to him when you said that, that, you know, the whole reason. And he didn't say that was because I get nothing now that would tell us to us and we made was the SS and what you know what we get out of it? Well, that's the other. That's part two, that's the elephant in the room. If all this takes place and comes to us and we vote goes to referendum the whole fight, then that's going to be the bigger question among all of us, the Council, the mayor, and everybody else. I think what we're looking at is what I think the JH doing fans studying, that's fine. I have a position on it. But they come forth with something that you know that we all think that's good for the city and the taxpayers and the ratepayers, that's fine. But as far as the assets as a whole other another new animal that we're going to have to deal with a long time from now, if we have to do it at all.
Michael Boylan 1:57:56
Mr. Carlos, you've got the closing question. Okay.
Got two questions real quick, you just said haven't been provided with that information? Yes. Okay, what kind of information
Unknown Speaker 1:58:08
listed in Exhibit A, it's listed in the exhibit a promotion. This is what I don't know was so we asked for certain information. So I don't know if it either doesn't exist or if it exists, why it wasn't produced. So that was unclear. We were just told no, we're not going to answer that. And then we'll go to
Michael Boylan 1:58:24
the notion of they should turn it over.
Unknown Speaker 1:58:25
I agree. But But our quandary at this moment at this point in time is we were just told no. And and then move on to the next question in the interview. So I don't know if it's available, and whether it exists. So it would be available or if it if it doesn't exist, and it doesn't exist.
Michael Boylan 1:58:44
Right there. I'd like to get an answer from anyone as to why it has not been provided. And the second thing I want to ask is you got a second page here says however, the disposition of our city's largest taxpayer on asset is far too important. be considered and legally flawed, closed door negotiations that contradict current nationwide trends and could potentially result in negative consequences for the community. All those current nation, right nation, what are those?
Unknown Speaker 1:59:14
nationwide? What is the nation where the trends are talking? Through the chairman?
Unknown Speaker 1:59:18
Mr. Carlucci. The most recent Florida example is when the city of Winter Park voted by overwhelming referendum to take back their utility and I think you've look in California there are several examples.
Michael Boylan 1:59:32
Thank you. Miss Miller one failed miserably in managing the clock today. I apologize to all concerned. Good job. We have one blue card, Mr. Parker, do you want to defer to
I look forward to that conversation. Really.
Any other comments? I thank you all for your time and your patience your interest in staying aboard. This is America a marathon so please bear with us and we will go through this very carefully. And cautiously thank you all we are returned
Unknown Speaker 2:00:03
to the question
Unknown Speaker 2:00:06
how do you want to follow up questions? What
Unknown Speaker 2:00:08
do you want us to do? Sure. Okay. Nice to be
Unknown Speaker 2:00:26