City of Portsmouth, New Hampshire Audit Committee, 15 Dec 2021

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From YouTube: 12.15.2021 Audit Committee

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12.15.2021 Audit Committee

A

So he's good, okay, recording in progress. Thank you. Okay,.

A

So I am calling to order the audit committee meeting for december 15th.

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And wish to do a roll call, so counselor huda here, councillor kennedy here.

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Mr fuhrman, here.

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Suzanne is standing in for karen, okay and uh the chair is here as well.

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Now, if I could, please get a uh a motion for approval of the minutes from the december 9.

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Meeting so moved second, any discussion all in favor aye opposed. Thank you very much.

A

That was 1001.

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Next, I'd like to.

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Approved the audit committee charter that you've had a draft of for several.

A

Days now, anyway, still moved. Second, can you speak to it if I may speak to it, yeah so.

B

I'll just go on record for the administration again that we think.

B

The duties and responsibilities that you've spelled out in the charter are broader than.

B

Your actual authority, under the ordinance that was passed, that's what I've said before.

B

That's my comment. So, yes, I want to go on record that I disagree and.

C

That, in order to perform the duties required by the council, all of the steps that we have.

C

Outlined in the charter need to happen. Thank you. Thank you. Any other discussion.

D

I just would like to um say that I feel that what I liked about what you.

D

Created and the team created is the fact that it does go back to council.

D

If there's a question or if there's thoughts or ideas or before decisions are made, so the.

D

Council is included in the whole charter, so I really appreciate that. Thank you. Thank you.

A

um If I could get a motion, please to approve, is there any emotion on the table.

A

Oh there's, I'm sorry, I need to vote. Thank you very much. Someone's keeping track.

A

So um all in favor of approving the charter as written I I opposed.

D

Chris, just so you know you have to do a roll call, because I'm on zoom I apologize.

A

Thank you, that's fine, so uh so does that mean that I I need to go around and poll each person? Yes, yes,.

B

Yeah, thank you. Councillor huda. Yes, councillor kennedy. Yes, mr fuhrman, yes, mr white hi.

A

uh All opposed no one, so the motion passes and the charter is approved. Thank you very much.

A

So, let's now move on to the audit and non-attest services and.

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A

uh You'd, like I could summarize what I brought down and yeah, I'm just wondering if, if esther.

A

Has received a copy of that uh it should be coming from cynthia councillor kennedy. um You look. I I to.

D

My knowledge, I didn't have it last night, when I was looking everything over she just sent it.

B

This morning, because we just made this document this morning, well, um that's not so that's why.

D

Actually, let me see, I can probably pull it up to easier on my phone and I can mostly talk to.

B

It if you'd like in the first instance and then you guys, can decide uh how you'd like to proceed.

A

Yeah, thank you um and that will give counselor kennedy a chance to see if it has arrived so.

B

As I shared with you, the last two meetings, the administration, karen and judy- and I.

B

Were listening very carefully to your suggestions and looking at the proposed.

B

Restructuring of the rfp, we took seriously the thought that we could.

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Break out the non-attest services from the audit, you know the standard audit piece and so.

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We talked about that. You know kind of pros and cons and we concur that there would be some.

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Advantage perhaps in splitting those out, we don't know yet, but that it would might make sense to.

B

Proceed with assuming that melanson would continue to do the nanotest services, as they.

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Have done and then structure the rfp for just the audit, so what I did is I took the document.

B

That I think chris you last prepared and worked from that so with a number of your changes.

B

And, rather than try and get two potentially two different firms in.

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You know want to handle the nana test and one to handle the audit that we should, just as a.

B

City, we'll just proceed with malanson doing the nana test for next year for continuity.

B

All the good reasons that we've talked about and then structure the rfp just for audit.

B

So what you'll see is I took your the draft. I think you'd circulated last week.

B

And worked from that as a base to just structure it for an rfp for audit alone. So that's where.

B

This came to, and I didn't frankly have a chance to do this until.

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Yesterday afternoon and sent it off to judy, so we had the concept because we've been talking about.

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You know your discussions here, um but just the the frankly volume of work it didn't get.

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Done until yesterday and judy sent me an email at 7am this morning with her quick comments.

B

So so the document that I handed out to you- and I apologize literally cynthia- was.

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Helping me do a compare document right, so what I did is I compared chris. The.

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The document you sent around on monday, which was pretty close to the document that I worked off of.

B

I compared the document you sent around to the committee on monday.

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With the document that I would say, city administration prepared for an rfp for audit.

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And I thought that way you could easily see where we agree and where we disagree and so.

B

I think we agreed that we would go out just for the audit alone so pulling apart. Those two pieces.

B

The places where we disagree is the role of the audit committee in this process.

B

As I have expressed and I'll express again, um we believe that going out for the rfp is a management.

B

Function falls under the city, manager's obligation and the purchasing coordinator.

B

So we are prepared to send out the rfp um the um I did, so I you will see that I pulled out of the.

B

Draft rfp some of the interconnection between the audit committee and the audit firm. So I cleaved if.

B

You will closer to the way the city interprets the ordinance so you'll see changes there. um You will.

B

Also um see that we, let's see, let me go through this big section. Would you mind just sighting.

A

Sure, where that cleaving takes place- and it looks like it starts and the page numbers are now.

A

Weird, so it's it's mostly because it's a compared document and it gets a little warm.

A

Section d: suzanne: excuse me yep, you never said it. Cynthia never sent me anything.

D

Okay, let me uh let me shoot her a text. Oh I'd appreciate that yep.

C

B

Okay, um so what you'll see the biggest changes are really with regards to the schedule activities.

B

What was your section h? Okay, it looks as if the significant change is actually. I may start in d.

A

Well, there's uh there's no okay, so uh item d, major service, going on to the next page, where.

A

A

A

And uh 12 look like.

A

Is that correct? Suzanne? Yes, yes, basically, wherever there were references to the audit committee.

B

They were evaluated in terms of whether we felt it was appropriate.

B

To include that component, so those are the substantive, I would say, changes in addition.

B

I changed the flip back to the selection process.

B

And that section has also been changed tonight: you're going back.

A

Into the towards the end of the yep document yep mr chair, yes, please.

C

Counselor kenny, do you have the copy, yet I'm still trying to get it? um I don't know if.

D

I should talk to her directly. I am looking for it right now. I just my thing: just went.

C

So um I guess my first problem here is that if I read um section okay, four correctly under c.

C

um It is anticipated, melds and would continue assisting the city. So basically, this is a new.

C

Contract and what you're saying here, if I'm interpreting it correctly, is you're not going.

C

To put this out for bid you're just going to assume that they're going to take this.

C

And I I guess I question: if that is correct city policy. Doesn't all the work have to go out to bid.

C

No anything over ten thousand nope uh professional services we do are not required. If you read.

B

The ordinance and our purchasing manual is not required that we go out for bid, so we often do go.

B

Out for rfp for professional services, when they're substantial, uh you know designing a you know.

B

Waste water treatment plant we went out for rfp, for you know an engineering firm when you're.

B

Spending you know right, but millions. The estimate that we did did get was ten to twelve thousand.

C

Dollars so that is over your your ceiling there, and it is not. It is for bids only professional.

B

Services we are not required to, and in this case we are comfortable that there are efficiencies.

B

That would allow us to continue to retain melanson to do the non-attest services.

B

As we regularly retain legal counsel who have experience in cases, we don't always go out and get.

B

New legal counsel, when there's a related matter or for a similar like thing, so that's why it's.

B

Structured that way, so we don't have to go out and we thought this would be a way to.

B

Have some continuity and try and achieve the goal which we thought of is go out and.

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You know see what the market looks like for an audit, so that was, I was trying to trying to work.

B

With at least part of the direction you wanted to go while managing the fact that you know we don't.

B

Have the in-house staff to do those non-attest services, and rather than disrupt entirely the.

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Apple cart, so that if the new city council decides to choose a new and different auditing.

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Firm that they will, you know, there'll, be some ease and there's not kind of an extra burden on.

B

You know things falling through the cracks because we're dealing with two new audit firms versus.

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Potentially, just one new firm, cpa, firm and there'd, be you know, communication malanson has agreed.

B

You know a they are not precluded from bidding or proposing because they don't have a direct.

B

Conflict, it's a threat, so they could propose on the audit, but they have also committed that.

B

They would work with a new audit firm. If that's what the city council decided to do so they have.

B

Agreed they could coordinate, providing the information. That's why that coordination.

B

Piece is in there, okay, so uh I guess my next, I I don't want to check and make sure I asked.

B

Cynthia to make sure it got to counselor kennedy, I just got it: okay, I'm reading it now all right.

C

Counselor kennedy, I think, we're on okay- I I guess I have two page 17, so I don't know where we are.

B

Yeah and I apologize yeah, it's the com, the way the compare documents see and it's number four. I guess.

C

I just want to be careful that we're following all the purchasing rules. For one thing, I I don't.

C

Really have a problem with this, and I guess um the second thing would be um if there is a contract to.

C

Do this, which I'm assuming there would be, I would. I would request that the the audit committee be.

C

At least notified or see a copy of this, yes, as it is our assignment um to assist the city.

C

Council in this, so when we get to the point of doing a contract with melanson for the nana test,.

B

Services, it would be public record and I'd be more than uh glad to share it. With the audit committee.

C

Thank you. Thank you. Thank you. um So do you have uh has melanson committed to a price uh we don't have.

B

A price yet, but they have committed to doing the work. Yes, I mean we'd have to negotiate.

B

The scope and the price, but assuming that you know given the number of years together and what we've.

B

Paid we're assuming we can negotiate. You know an agreement that is satisfactory to both parties.

B

So so everything was verbal. Yes, yes and we'll have to get it to the next phase, but we're in.

B

The middle of trying to get that december 31st deadline, so we did what we could again trying.

B

To work with the um interest of what we heard from from the city council from this committee,.

B

To separate out the two and we're trying to find the the balance point here, and um that would work.

B

For our staff and, like I said, judy wants to give this another another read, but again she.

B

Looked at it this morning and said it looks like this is something she'd be comfortable.

B

With karen would be comfortable with and we could get it out frankly, at the end of the week.

B

um Like I said just want to give it another read for for typos and that kind of stuff, and I think.

B

What this comes down to is, as I said from the beginning, we we, the city administration,.

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Sees your role as helpful, but that the ultimate responsibility for getting this.

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Out sits in the first instance with the city, so took a lot of your suggestions and and prepared.

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To work with those suggestions, as you see here, but ultimately the responsibility falls to us so.

B

That's kind of where we're where we're you know our position on on this is, and one of the reasons.

B

I changed slightly. The selection process I took out like the 70 and 30 um is because I know you've.

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Got two new two new city councillors coming in january, plus you have an additional member. You.

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Know joining you after the city council vote on the 20th, and the law does not require us to have.

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A lot of specificity in terms of percentages and weights, so I thought it would be best when the.

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New committee comes in and you guys look at that you, you know. The committee looks at the proposals.

B

You've got the general criteria, but then the new committee can have newly constituted committee. Can.

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Have a dialogue about where you think the weight should fall for these elements, so I didn't want to.

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I wanted to make sure that the new committee had plenty of voice and and that opportunity.

B

So I left the substance and added some because of the coordination piece, but I left out the waiting.

B

Knowing that you've got three basically three new members who'll be joining you in january.

B

Who may want to engage in this conversation? How do we weight these various elements and.

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And frankly, you don't have to we're lucky in new hampshire law. You don't have to have.

B

A lot of specificity, you can give enough guidance, so you could do an abc in rank.

B

Using these selection criteria or do like a percentage as you originally drafted so.

B

Leaving that flexibility for the for the folks who are actually going to review.

B

The proposals so, from my point of view those are the big changes, so counselor kennedy did you.

A

It sounds like you got some thoughts yeah. I do I'm a little disappointed, but I'm just getting it now.

D

um I find that very, um but then again maybe we're trying to set people up. That's okay,.

D

um I also I'm glad the new committee and I'm glad we're thinking about them coming in.

D

um However, I also know that public comment will still be available.

D

um So there'll be apple opportunity for people to speak on this topic. I guess I'm just really.

D

Concerned that we get this out in a timely manner, because I do believe there should be another audit.

D

Committee to uh look over all this, because I find it sad that we've had the same one for so long and.

D

I take some responsibility for that, not thinking about it before um and then. Lastly, the rule of.

D

Not putting things at the bit, I find quite interesting too, so I am going to look that up.

D

And call a few people and see what that's all about, and maybe our ordinance is illegal. So I.

D

Will um look at that in general practices, but I think um I'm I'm pretty disgusted. I guess I.

D

Have to be really honest um that I'm just getting this information now we've been working on this.

D

At least I've been to two meetings where this has been the focal point and the city's just getting.

D

These questions and these thoughts in now, knowing that we were ready to vote and move forward, so we.

D

Could get it out? So that's what I need to say. Thank you counselor. Who did you have um yeah.

C

um In looking this over, I guess um the first thing I guess I want to say is that the audit committee.

C

Is a branch of the council and the reason the whole reason we're doing this is to make this.

C

This part at least independent, so to have staff go back in and adjust all this.

C

And then put this in is is a little little on the concerning side again and as I look at through.

C

The changes that have made basically you're taking the audit committee out of everything and putting.

C

The staff back in so my problem with doing that is to keep in mind what the whole ordinance.

C

Says about independence now, when we did this in may, as you will recall,.

C

You and I worked on this and the audit committee followed all of the processes to take it to the.

C

Procurement department, then we got them back in. We followed everything not to exclude the city staff.

C

And their and their duties at all. So when I see things like this.

C

Just taking the audit committee out of everything, it's a little concerning to me and.

C

Since I just got it also, I haven't had a chance to go back. In um the other thing, I'd like to.

C

Address is your: is your adjustment of um the criteria here um and your reasons for that.

C

Just didn't hit home for me because, um like you've had this rfp and this grading method.

C

For 25 years and why all of a sudden now is there a change? So I'm I'm struggling with that.

C

um I I agree with your schedule activities. um I don't know if the chair put that in there for, for.

C

Discussion purposes, but it's a real hard thing to nail down, but um some of the other stuff that that.

C

Is in here um I still have to review and uh as councilor kennedy said getting this at the meeting.

C

When you you already saw the uh agenda is a little frustrating. I know you're busy everybody's busy.

C

But this was out a couple days ago. So um as far as that goes uh that's another. That's another problem.

C

For me, and it still comes back to uh kind of the staff um stonewalling on this and and moving us.

C

Right to the right to the line, I'm ready to um move if others are on the what was on the agenda.

D

um In the rfp that was on the agenda with the changes of uh having.

D

Extra, I can't think the word I'm sorry pulled out.

A

I'm sorry, but with chris chris's changes um having all the extra tests um do you want the nano test.

A

Services pulled out so well having them be done by um another group. If that's what we want to do, but.

D

I guess you know, I feel we've been going over, that this has been on the agenda forever right um and.

D

We went through a lot of work last meeting to make changes chris put those in. um So that's my thought.

A

B

Would would you like me to so so what I am, I am not actually asking for your.

B

Permission to approve this version, what I'm saying is we have heard some of the concerns.

B

We have taken a fair amount of your work product and and used it out of deference to.

B

Trying to um take in and and work with, um uh the concerns that have been raised about.

B

Wanting to have a you know, potentially different firm in being clear about the difference between.

B

The knotted test and the audit, so um so the city administration, as we've, made clear.

B

Was planning to get an rfp out before the end of the year to follow through on karen's commitment.

B

City manager's commitment to go out for a new rfp and, and we plan to get this out the door so.

B

So I will be just very frank with you that we don't feel we need your authority or approval on.

B

Any particular rfp document, but we are grateful for the input that you have provided. We didn't.

B

Always agree with it, but what we did agree with you will see in this document and my intention.

B

And- and I again I apologize that we just couldn't turn it around fast enough. I, like I said I looked.

B

At your document on monday and tried to then quickly grab what I thought we could do so that.

B

You would know here is where we are headed from an administration point of view, which I think is.

B

Somewhat in accord, if not entirely in accord at least we are part of the way of trying to hear.

B

And recognize some of the input that you have provided and I think we are prepared to also.

B

Provide you know here for more input when we meet next year to look at proposals.

B

With the newly constituted group- and you know, get some some additional feedback, you know and.

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The recommendations on the on the proposals that come in so I think we are trying to find that.

B

Middle path between what is a very fairly narrow authority, under as we view the ordinance that.

B

Was passed in the authority of the committee but still wanting to take perspective, and I think that.

B

Process will continue, but we are drawing the line so to speak in terms it is the city management's.

B

Responsibility to get this rfp out the door in a manner that we feel is most appropriate and we did.

B

Direct melanson not to respond to an individual inquiry from from us as chair, so know that that.

B

It is not them deciding what to do. We directed them because we're the holder of the contract.

B

And the relationship with them so just know it's it's not alina. You know people you're sending.

A

Out the rfp2 is chris's suggestions, so I would be happy, as I indicated before, if you've got a list.

B

If you want to send them to me, I will get them to the purchasing coordinator, so that.

B

We can make sure that those firms do get and are aware of this solicitation so that that continues.

B

We anticipate working with the new city council. I think we've talked about possibly having a work.

B

Session with them to which the audit committee would be invited when we get the results of the.

B

Audit- and we bring the auditor in to then ask questions about the audit that I assume that the.

B

New city council would want to invite the audit committee to be part of that conversation with the.

B

Auditor, so so that's why I'm I'm trying to tell you. I know it may um may not be entirely what you.

B

Want, but I think there is a definite willingness to continue to and engage it just may not always.

B

Like I said, we may have differences of view on the on where we where the boundaries are, but I think.

B

There's definite interest, and I know we understand that there's probably value in making sure that.

B

The auditors are whoever the auditor is, you know in the future, and certainly this as a result of.

B

This current audit gets before at least some group of the city councillors and the audit committee to.

B

Review their findings and to allow for a kind of work session, q, a so that's kind of where we are.

A

Well, there's also an ordinance that says that there's participation by the audit committee.

D

I'm just throwing that out. So I'm sorry counselor kennedy, yeah, there's an ordinance.

D

That says: there's participation by the audit committee that was passed and um but we can deal.

D

With all that later, but I think uh I think this is um a serp from the city power um on to the.

D

Audit committee and that's sad all we're looking for is after 22 years having a new audit firm.

D

Look at the books and for some reason, someone in the city doesn't want those books looked at.

D

By a different firm, that's been pretty clear through this whole process. That's sad and we.

B

Would disagree with that characterization but, as you can see, we're prepared to submit out an rfp.

B

That has a lot of elements frankly, that we took and heard from you and tried to incorporate so.

A

Well, I would echo the counselor's.

A

View that this is frustrating- and I think disgusted is an appropriate term.

A

You certainly were aware of the direction which we are going with. The multiple drafts.

A

That we sent out in which was very clear. The audit committee's involvement throughout the.

A

Process and furthermore, I would tell you that I communicated directly with city manager, conard.

A

Our view of the ordinance- and you were all copied on that and what I I just heard- crickets so.

A

It's very difficult to be operating in a world where the the other partners at the table.

A

Are silent, I don't think I've been silent. The last two meetings I think I've made it.

B

Clear that we were taking your suggestions and that we disagreed with your view of the scope.

B

So my apologies, though, if I was not clear or direct enough, you know I am trying uh to like.

B

I said I always want to hear a good idea. I I don't care if I've disagreed with someone over.

B

Nine other things you know if that tenth is the great idea, I absolutely want to grab it and.

B

So if I was not clear enough, when I said we'll, take your suggestions.

B

My apologies for not being clear enough that we felt that this fall so so, and I still want to.

B

Say we still want to take your suggestions and I apologize. We couldn't turn this around fast enough.

B

I said it, my weekends are already part of part work along with a lot of nights so um and that's.

B

Why I tried to do a compare document um like I said this, is we want to get something out by the.

B

Year end, in fact, we thought we may be able to get it out by the end of this end of this week, because.

B

Karen made a commitment, and we want to fulfill that commitment and I, like I said I think we.

B

Took a number of items that that you raised and we are happy to get a list of firms that you.

B

Think may be interested in participating, so so I I will also say that I am offended.

A

By the lack of response to my email to karen, regarding our view of the ordinance I'm further.

A

Offended that you chose to insert yourself in the communication that I addressed to align, helena.

A

Korsek without indicating to me that you were inserting yourselves.

A

I thought it would seem to me, as if you at least owed me, the respect.

A

Saying we have read your correspondence and we are instructing corsic to uh not respond to you.

A

Because you know who are you anyway? That's why I'm telling you now, because this all evolved over the.

A

Last I sent it monday morning. Where were you I frankly, you know who the heck? Do you think you.

A

Are deputy city manager, deputy city attorney with responsibilities to the organization as a whole.

B

We we are representing city council and I you know, talk about overstepping.

B

I don't feel we've overstepped, but I find it very offensive.

A

So I will say that I am happy to hear that you have taken the initiative to discuss the fact.

A

That melanson might continue on as providing honor test services. I am very concerned about.

A

The cost process: it's why we went ahead and and made this addition.

A

Where we would try, you know due respect to the city council and the budget. Try to have the.

A

Nano test services put out for bit you've chosen to ignore that effort and go around us.

A

And negotiate with malinson, perhaps in response to my letter to elena to to make this arrangement.

B

Would you like me to explain our thinking on that sure, so during our last meeting I actually thought.

B

Seriously about whether to do to structure the rfp, exactly as you suggested, with both components.

B

And then, in conversations with the finance department and discussing how that would.

B

Coordinate given you know, as we had some kind of informal discussions after the last meeting.

B

You know: we've got some legacy: financial software, it's not as easy, always for us to.

B

Pivot as we would like that, we concluded, after some discussions that, rather than continue that.

B

Second rfp piece for the non-attest services that there'd be a greater risk for either not meeting.

B

Deadlines if we were bringing in two different firms, so we were just looking at the reality of.

B

Not wanting to if we're gonna, if something's gonna change, don't change too much at once, particularly.

B

On this critical issue of finances, you know it's, this is you know this is the heart really of what.

B

We do because if that piece doesn't work all the services and everything else we do doesn't work so.

B

So that was the the thinking over the last few days, so we took seriously that weather.

B

You know thought of whether to do it exactly as you structured it with both rfp elements.

B

But when we played out the scenarios of what that might look like with two very different firms who.

B

Might have kind of different approaches. Different software, we thought oh- could be a recipe for.

B

Disaster, so we thought, let's reach out to malanson. Let's find out, would they consider just doing the.

B

Non-Attest services- and they said yes so part of that and those were conversations tuesday, so.

B

So, like I said, I know it feels awkward because I wasn't able to have a lot of conversations.

B

With you guys, first and remember because of my right to know little radar, I don't like to send.

B

A lot of emails to the whole committee, so it makes it awkward so I could have just reached out to you.

B

Alone- and I I willing to take responsibility that if I'd had a breath of fresh air.

B

Yesterday I should have picked up the phone and called you, so I will own that I will own that.

B

Okay, let's say it's a year: so it's a year from now yeah any objections to sending out two different.

A

Rfps, I think we see how it goes. I think we're going to learn something through this process, so.

A

Yeah, okay, so I guess I'd like to address the statements just made by suzanne. um I don't.

C

Think the word awkward here fits the word here is basically pushing the audit committee to the side.

C

And staff is taking over again. I think it was very disrespectful of the chair not to even respond.

C

To him, and let him know that you were in contact with her, um the the other concern that I have is.

C

When you go back and talk to staff about this, the the um and I don't I don't know the word.

C

Here, if it's, if it's lack of professionalism or or what it is but um for for you to think, I guess.

C

And even make the assumption that any kind of interruption or somebody else doing these services.

C

Will screw everything up? These are professionals. These are professional people that are doing all.

C

This and they are here, they sign a contract and- and I I guess, I'm really having work with auditors.

C

Most of my life, I I'm really not understanding the the fear here of somebody else coming in and.

C

In your words, kind of screwing this up or making mistakes or anything like that, because it's just.

C

These these are professionals they are licensed in new hampshire. They do this all the time um and.

C

It's kind of concerning that the staff is looking at it like this, just because it's outside of the.

C

Regular scope of what they've done for 25 years, so I mean that's, that's a little frustrating and.

C

It just seems like everything that that staff is doing, I mean I'm looking at a lot of this stuff.

C

And some of the corrections in here are just kind of petty. Instead of putting in the most recent.

C

Audit, which has been in the rfp just remember, we did this rfp you put in completed melonson is.

C

Currently, completing some of this stuff is just why uh you know, and I I'm just.

C

Looking at this, and the lack of professionalism here is, is startling and you're. Basically, this is.

C

Not a committee that is that was the authority was passed from the council, the governing body.

C

The staff works for the governing body. Yes, the city manager is the head administrative person.

C

But the the the authority to do this went to the audit committee through the council.

C

So, basically, to take this to take the audit committee out of all of this pre-work to get to.

C

Doing their responsibility is is just like, basically ignoring what the council had dictated.

C

The committee, do you know it and some of the stuff in here. Basically, you take out the audit.

C

Committee and you put the city attorney in you, take out the auto committee and you put staff in.

C

It's all back to the same lack of independence that was followed for 25 years. Thank you. Thank you.

A

So attorney woodland. I would second what counselor huda just expressed.

A

Because it gives me great trepidation, fear about the autonomy independence of the audit work when.

A

You and staff have essentially gone behind our backs and I would just cite your interference.

A

With my communication, with elena as being the prime example gone behind our backs and.

A

Pushed us out of the process because that's where I know I've suspected this all along, but this is.

A

Prima facie evidence of it, I know now that you don't want us to be involved with this process.

A

That you find our involvement to be awkward. That would be a nice way of putting it.

A

Inconvenient and invasive in a world that you guys want to control and my way of thinking.

A

That's precisely why we're here? That's precisely the point in that gfoa booklet.

A

That we exist and it's precisely why the audit committee was established earlier this year and so.

A

The fact that you are doing this to me is a great example of why, in my opinion, you're way.

A

Off base- and it sounds to me as if we're going to have to have that discussion, because I will not.

A

Accept the changes that you've made in here in removing us from the process.

A

Will accept the involvement of melonson with a couple of caveats number one.

A

I want to see the contract that you develop and that needs to be done post haste.

A

I want to see the price I want to see this in writing. Everything is verbal, so that we know.

A

What we're signing off on? Because the non-test service work is also under our purview.

A

So you might want us to disappear and go right off into the sunset.

A

But dear attorney, that's not going to happen.

A

Do you want to respond sure.

B

There is a fundamental disagreement.

B

Between the administration and obviously this committee, in terms of the scope of its authority.

B

Under the ordinance that was established- and we recognize that and there will be different views.

B

I guess we did have an option of kind of drawing the line early at the very first meeting to.

B

Say we don't want any, you know input, but I frankly don't think that's helpful. I actually.

B

Do think there's value in input and dialogue.

B

So I I don't think we are looking for your approval for what we send out for an rfp.

B

But I am again, I think there was some valuable input that we did take into account.

B

And I expect the committee will be, you know, coming together in january and february.

B

To continue its work within parameters- and you know, I think the.

B

I will point out that you didn't contact me or karen before you reached out to melanson.

B

Unless I missed it, which there is a possibility, I I missed it, but it is very atypical for committee.

B

Chairs to reach out directly to our vendors and contractors, so you know we have a difference.

B

Of view on that, but that's why I was disclosing here that I had had communications with molansen.

B

About not preparing a response, because I was going to see you today and it would.

B

Allow me to communicate with everyone at once so again, because the email was.

B

To everyone, my replying would have started to create that sequential communication, which is.

B

uh Disfavored under the public records law, so it was a little little awkward. It might have been.

B

Easier, if you hadn't copied everyone? Yes, sorry um in any of it, but that's kind of where we are and.

B

You know, I recognize you have a different view and, and I'm still, okay working with you with.

B

Those different views and where we can find common ground I'm happy to to take common ground and so.

C

May I please so I guess I have a question suzanne you and I and the committee went.

C

Through all of this rfp and redesigned it, we spent a lot of time. We went through the.

C

The rfp and got it out in a short period of time, and you approved it. You were highly involved in it.

C

And it culminated in a contract, we made all our deadlines throughout the throughout the summer.

C

Yep, even though we were on a short timeline yep, so my question is after the audit committee has.

C

Been approved and everything um I guess, why are you coming back and changing our own work and.

C

What what I mean, some of the changes in here are basically to to to change the criteria for grading.

C

Out of nowhere when you've been using it for that long, a time and also the uh in looking at.

C

Various other communities in the way they put out their stuff, I mean we were. We were right in line.

C

And you had agreed at that time that everything was good, so I I'm I'm struggling to understand.

C

Why it was good three months ago, and now it's not it's. It's all changed so, as I explained with.

B

The selection section the criteria first election. I was very cognizant of the fact that this.

B

Committee's constitution is changing in january and I felt it was not necessary or appropriate.

B

To limit too much that committee's ability to decide how it wants to weight various factors and.

B

Simply because we did it that way last year, which was, as you know, the first time we went out for rfp.

B

Was you know in 2021? So it's not some long-standing. You know 70 30 or whatever.

B

The heck it was that that just that was long. You know that was just last year and there's.

B

No requirement that that be in there in the first place. So I was cognizant of the change in.

B

The makeup of the committee and not wanting to box in the new committee and deciding how they want to.

B

Weight the various criteria- okay! Well on that one, I would definitely disagree with you, because that.

C

Was for me that was the saving saving grace of people who were not experienced and we're going.

C

To be bringing in counselors that I am not aware of that anybody has a financial background in here.

C

In the new council- and this was the most helpful thing that they could do with the.

C

Experience that was on here, so um I I that's why I'm I'm suggesting that that goes back in, because.

C

It gives you a really good outline of how to look at these and what what you're actually.

C

Looking for so that's the problem, I I have with that. That was that was one of the easiest thing.

C

For me, and for for people who don't have a background in finance, you look at their.

C

Proposal and you look at what our requirements are and, and you just match them, that that was.

C

A simplified method as far as I'm concerned, so the beauty is, is these two gentlemen will be on.

B

The committee in january and can precisely talk to the new committee members to say: here's our.

B

Suggestion on how to weight these criteria, so I actually don't think, there's a loss. It is simply.

B

An opportunity, then, for these gentlemen, to talk to the new committee members coming in and say.

B

Okay, here are our criteria. What would you like, how do would you like to work for a scoring.

B

Piece, so I'm assuming that you are going to have that conversation with.

B

The the new folks that are coming in so it may ultimately be scored exactly, as has been.

B

Suggested but I am trying to be respectful of the fact that we're in a transition piece but.

B

You know the three new committee members may entirely agree. Oh that looks great um and.

B

Would allow you to have that conversation and dialogue because it's not locked in so if I.

A

May yeah the rfp serves as a very important tool for communication with the proposers.

A

And I, as I see it now, there'll be at least five or six proposers so.

A

As a proposer, if I were to read through this and see what the waiting is going to be, I would know.

A

How to write my proposal and in fact it would give me great courage in in seeing that the waiting.

A

That is in here to know that that my proposal will be viewed in a favorable way if it, in fact.

A

Emphasizes the rigor and the creativity and the discipline of a thorough audit, as opposed to one.

A

That is totally focused, for instance, on cost. That was the purpose in my mind, of the waiting.

A

And so by taking it out we're losing you're you're taking you're eviscerating.

A

Our ability to communicate our values and what's important to the audit committee and to the.

A

City and I think that that is devastating, it's absolutely devastating to the quality of the rfp.

A

I would totally agree with councillor huda on that, so I am happy to give that.

B

Some further consideration before we send this out the door. I will say this that.

B

It is not typical when I look at how we send out most of our rfps, whether it's engineering.

B

Or otherwise, typically we don't give percentages. Sometimes we do, but often we don't and what we.

B

Find is that if there are questions from proposers, we then answer those questions and the we issue.

B

A formal addendum! So if we were to get questions from proposers, suggesting that they wanted to see.

B

If they could get more guidance out of us in terms of the waiting, they were free to submit those and.

B

Then we could answer those questions and again we've got a february due date. So there is time.

B

Because I assume most folks are not going to look at this over the holidays. You've got early january.

B

There is the opportunity if we feel it's necessary to look at whether to issue an.

B

Addendum, but I can tell you we generally don't have questions of that type. We may have other.

B

Things clarifications of the scope of work or the schedule, but we rarely have questions about.

B

The waiting when we don't put waiting in when we just give kind of you know the the.

B

Overview in part, because a lot of these guys are professionals- and they know what we're looking for.

B

And so they're putting their package together in their marketing division. Often you know they're.

B

Cutting their pace in their pieces and then adding in the resumes of the folks who have.

B

The most experience or most time, availability and and putting it together, so I don't think.

B

I don't think I've ever had a question. Come back saying, hey, could you tell us in advance what the.

B

Waiting is I mean I may be wrong and I don't see everything, but I hear a lot because a lot of this.

B

Is what you know I I do with the purchasing department and public works and that stuff.

B

But that's generally not the question we get as long as they know that cost is not the determining.

B

Factor then they are emphasizing. You know they are honing in on the um the elements that they think.

B

We're going to be looking for so and in this case, because they'll be working with another cpa, firm.

B

On some of that, you know the um I want to say like it's like the notes and stuff there's going.

B

To have to be some communication, so you want to make sure that there is good coordination and.

B

Communication on that point so that everything gets properly looked at and into the opinion.

B

And and all that kind of stuff, so um which is not that unusual either we have engineering firms that.

B

Have to cooperate with each other all the time, but that's an element. Do you? Do you cooperate.

B

Well with third parties, and not just suzanne sure um I guess I don't know how many other rfps you.

D

Looked at besides the ones the city developed, but I look at rfps for the state and all of them have.

D

Weights in it, I look at rfps that I create for our district, with, with the support of our auditors,.

D

And lawyers and they all have weights in it. So I don't know if that's just a city decision.

D

But be careful saying it's you know general practice, because every rfp I have looked.

D

At in the last three weeks for a state, I've looked at three of them as representative for.

D

My profession and they've all had weighted ideas of how they were going to be evaluated.

D

So I just want to throw that out there I'd like to make a motion that we put the weighted.

D

Values back in, um and then we request the city to do that. Second, I, and after that made a comment.

C

One quickie um based on on your your discussion here. I guess I I would ask um what you're saying.

C

Is you have not had anybody come back and ask questions if we had something that was.

C

Efficient enough for them not to have asked questions, why would we want to create more work.

C

Especially for purchasing and for the director of finance, with questions and stuff like that, so.

C

um That that's another another counterpoint there to your to your pulling this out, I mean I this was.

C

This was very to me. It was very important and it it gave me the confidence that.

C

No matter who we got on this committee, we could follow this, so I, like I said I am happy to revisit.

B

That, and and give like, I said this- this was trying to get something to meet your schedule of.

B

Wednesday, because I didn't set the wednesday time, I remember- we just try to work with what worked.

B

For you guys, so so that's part of the challenge, so I am happy to to give that some further thought.

B

And see if I can find some other examples you know like, I said there is the way the city typically.

B

Does it, but it is not necessarily one way so I'm I'm. Actually I can't make any promises, but I'm.

B

Happy to give that some, some further thought as to whether to put that back in and that goes into the.

B

Dialogue, I think there is value in dialogue, even if we don't always.

B

Agree on other points and I'm willing to take that into consideration and and chew it over again.

B

You know pick bob sullivan's brain on this too, and and get some thoughts, and you know.

B

Like I said, this was trying to get something knowing you were meeting at 10.

B

And working hard to try and tell you where we were beginning to go.

B

Based on the conversation last week of whether to include what to do with the non-attest services, so.

A

So I'm aware that it's 11 o'clock, we have a motion on the table to.

A

Include the the waiting in the rfp, it's been seconded.

A

Any further comment.

A

All in favor aye aye, you have to do a real calm. Sorry, thank you. That's right! Thank you. Council.

B

Kennedy, uh councillor huda, yes, councillor kennedy, yes, mr furman, yes and the chair also votes. I.

D

I guess I go back to the original um thought of putting forward a motion of accept or.

D

Asking putting forward a motion to have a city um doing the rfp the way that we prefer, if they.

D

Choose not to then that'll be something that we'll do that people have to deal with later on.

D

But I I really think that needs to be on the table. So the city council know that the audit.

D

Committee agreed to a certain rfp now whether the city chooses, however suzanne and karen.

D

Choose to handle that that's their choice and then there can be ramifications later on.

D

By the audit committee and the new city council and the public, but I do believe that we need to.

D

Have a motion to move the rfp and forward the way we would like it. um I would make that motion.

C

So the rfp, as stated by chairman, the the I guess, the copy before the city's comments here.

C

Forward or adjusted as agreed by the audit committee I'll second, that.

A

uh So are we when you, I guess we're opening this for discussion now right? Yes, yes, so.

A

Would you, as part of the adjustment, except that melvinson, would do the non-test services well.

A

Does it just be written for audit services? I I do. I guess my concern still is that.

C

This is not, it is not a standard process to go out and without bidding.

C

And and verbally get a commitment from a vendor right, so I think I'm concerned about that.

C

But I think that's two different things I think. First, we make the motion on what we want. The most.

D

Appropriate the most, what meets the federal guidelines and then how they choose to follow.

D

Through on that, the question becomes afterwards: did they appropriately go without a professional.

D

Bidding process, or did they without um putting it out there I mean, I think that is something.

D

Else, but I still think you need to make the motion on what you want: the rfp first and.

D

Then how they handle it. We can question later understand what I'm saying. I don't really have.

C

Any problem with this, I I'm just concerned that something's going to happen that is going to come.

C

Back on us as an audit committee- and we did- we didn't- have anything to do with it. So I'm sorry.

A

You don't have any concern with no, I don't. I mean with the draft that before suzanne made.

A

The changes- I don't have any concern with your draft. I do like that uh that melonson would be.

C

Preparing here I I think it's a good. I think it's a good idea. My concern is that it wasn't done.

C

In the you know, we're being asked to follow the process, and this wasn't done in the standard.

C

Process, so that's that's where my concern is right. So let's vote on the um motion on the table that.

D

We accept the um rfp that was presented in the agenda with the corrections made by chairman white.

D

And that we um we amend the rfp that was brought forward in the agenda by chairman white for the.

D

Changes by chairman white to include the changes of having mollison.

D

What does that sound like.

A

Well, but you're you're now accepting uh the process that the city management has.

A

Introduced where melinson is being hired without um having oh you're right, never mind forget that.

D

We don't do process, I mean, I think there needs to be more discussion on this and.

C

You know it's like we're having double standards here, we're being held to one standard that you.

C

Know we can't go out and do this and then the city just comes in and says oh melonson,.

C

Do you want to do this and we got you verbally nothing on paper, nobody has seen anything so.

C

To me, that's not standard process. No would would you like a comment so if we are unable to reach.

B

An agreement with melanson, you know if they were to propose some dollar figure that seemed.

B

Completely unreasonable to us there's no right, but when you've worked with a firm for a number.

B

Of years I mean you know what to expect, I mean we know when we open up engineering proposals.

B

What we're expecting for prices? You know and same thing when you talk with lawyers, it.

B

You know the market roughly, um so if we were not able to negotiate what we thought was a contract.

B

In the city's best interest, we could always go out for a separate rfp if we wanted to.

B

Or even just send out some quick letters make some phone calls get some proposals in.

B

From other firms, so so we do have we do this. You know pretty regularly with professional services.

B

You know we may have a regular, you know go-to in terms of say, environmental. You know information.

B

Right yeah so just know that we've got some flexibility not to be held hostage if you're not.

B

Happy, okay, so the other thing, the other problem I see with this is um the city council is going to.

C

Be asked to do a budget on this in the next budget session, so um without with putting this in here.

C

We're making the assumption that we don't know the cost, but it will be included in here and.

C

That's from from my perspective, that's another difficult situation to be putting the city.

C

Council in because, um basically in reality you are doing two rfps technically and you will have two.

C

Different charges, so the what the council really needs to know is. This is going to be example,.

C

70 000: this is plus another another 10, another 12.. So that's the other problem with this. Just.

C

Going and you know off to the side and and doing something and the council not being aware of this.

A

Right and the audit committee is the council's representative here- so that's the other. The other.

C

Side note that wasn't discussed is if staff goes off and negotiates this or whatever you're going.

C

To do how will the audit committee have any idea of what of where they are in their budgeted amount.

B

Well, as I said, I'm happy to provide the the contract once we get to that point. Excuse.

A

Me sorry, yeah yeah. I agree. I agree with your thinking on the melbourne thing. I really do I just.

A

Think it makes sense, but we need to know the numbers yeah. That's all yeah.

A

And- and I do not want to be making commitments- I I would agree with you.

A

Hawk that you know having melinson do the work would just makes a whole lot of sense, but.

A

And it's something that you know: we've talked we've had side conversations about.

A

But I do not want to make a commitment to the for the city council regarding expenditure of funds.

A

Without going through this process, it's laborious as it may seem, and whatever yeah this would be.

B

For fy23, so it's something we build into the budget. I know so that's within our that's not.

A

Our charge right, the city staff, would build it into the budget. That's presented to the city.

B

Council in the spring, but it's not our charge. I would agree with that. So um if I could get an.

A

Amendment please to to the motion that was made to simply accept the rfp that was in the agenda.

A

Then the person who made the motion was petra and hawk seconded. So if they.

D

Agree with that, then I'm fine with that. I would agree with that.

A

Yeah, that's it okay! So then um and roll call now we're voting on the amendment to.

A

To accept that the rfp that that we would approve the rfp that was in the agenda.

A

Counselor, yes, counselor kennedy; yes, mr furman! Yes, mr white, yes, now.

A

Robbers rules do I now need to go back to.

A

To the original motion and and uh we vote that down or what.

D

I don't think you have to because I think it was a friendly amendment, so I think you're all set.

D

That's how I took it to council kennedy that it was more of a friendly amendment.

A

Great okay, thank you. Thank you. Phew.

A

I'll tell you this ties my mind enough. Okay, so then I think.

A

I would like to also have us meet again. Please.

A

And the meeting time, I'd like to propose would be 1 p.m. On 12 30.

A

And the purposes of the purpose of that meeting will be, among other things, to bring.

A

Jesse lynch on board and to make sure that we've tied up all the loose ends for this.

A

Calendar year before we launch into the next year, so can we uh I'm also you're all set uh peter.

C

I think I'm good counselor I have to I would have to zoom in. I have no problem doing it on that day.

D

But I have to zoom in I'm gonna be in western new york. Okay, thank you. Let me see if this room.

B

Is available, yes, please and uh suzanne? Would you be available or karen? uh I will see if one of us.

B

I am I've got more vacation time that I have not used this year. No surprise shocking right, um so.

B

I am taking some time off so um yeah, we'll I'll check with karen and okay since karen is assigned.

C

To be here, it would be great if we I'm not feeling the love counselor. I see her presence. I'm sorry.

A

So I have one more item and counselor kennedy, I'm sorry! I I.

A

Did not get this to you, um but it's simply the list of the.

A

uh Firms that have expressed us interest in uh bidding on the proposal excellent.

A

A

I think that that covers what I had in mind. Are there any other matters before us that.

A

We should consider no, um I guess I have one question um according to the schedule of for.

C

This year um december 15th, which is today, would be the final date of um melonson preparing a.

C

Draft to be submitted to the um to the council in january, and I believe of the kafir so have you.

A

I have not seen that I have not received that. It was a point that I raised in my email to alina.

A

And so we, as an audit committee, need to request that. Well, since we don't have it at this point in.

C

Time um I was um thinking of putting it on the agenda, so we do and the audit committee as an.

C

Extension of the council does receive that prior to, since it is a draft I'm assuming at this point.

C

In time um since so we get to take at least a peek at that and um see what is going to be presented.

C

To our our council, who we are responsible to right, so this would be for the december 30 meeting.

C

Right so hopefully, um since you haven't received it at this point in time, it should be available.

C

I'm I am am I to make that assumption today is the deadline. Today is the deadline 15th.

B

Yes for the draft, if, uh since we're going to have another meeting as an audit committee,.

C

As a counselor, I could still request this at the formal meeting on december 20th.

B

uh You can request it, I'm not making any promises at this point I think by then you may actually.

B

Have the final? So so, if we have the final, I guess um I would. I wouldn't just ask if there's going to.

C

Be any pushback on that to show it to the council and the audit committee generally drafts documents.

B

Are not distributed, and, and again, this is where we're probably drawing different lines in terms of.

B

Your authority, but I'm happy to take the request and see if anyone has a different view than I do.

B

On that, but generally what I heard in the whole drafting of the ordinance and the back and forth.

B

Between city councilors, and why the ordinance looks the way it does is that there were some.

B

Boundaries, if you will put on this committee in terms of scope and involvement in the process, so.

B

But I'm happy to take the request and I do know that they are anticipating that everyone.

B

Is working and and that the deadlines are being met and we should meet the the year-end deadline.

B

So that's why you may actually have by the 30th. We may be frankly done so well this this. This.

C

Whole report should go to the city council anyway. That is the goal of the whole whole audit. Yes, so.

C

um I guess um I would. uh I would ask that I will put a motion and then to ask that this.

C

City council received it receive a draft because it is the next city council will get the final.

C

And they they really haven't been involved or anything like that. But um I I am very interested.

C

To see um the perspective and and um what the report says and remember, the final document.

B

Is a public record and normally we would roll it out to the city council right first, as a courtesy.

B

So I think that'll be our that'll, be one of the issues we'll have to to wrestle with, but maybe.

B

We well yeah, I'm just asking to see a draft so so this will be a motion you make on the 20th right.

C

Right, doesn't it doesn't anything to do with this? um The reason I waited is because I wanted to know.

C

If it was available to you to yourself, because you did request it yeah nada, thank you. Okay,.

A

Hearing no no other business in front of us, then um we get a motion to adjourn. Please.

A

Do we adjourn second um still need a oral call. That's right, I'm beginning bring up on this.

A

Counselor kennedy, your presence is uh well worth roll calls well. Thank you.

A

Counselor, yes, counselor kennedy. Yes, mr firm, yes, mr white aye, thank you very much. Thank you very.