Board of County Commissioners
Wednesday, April 7, 2021
Present: Brenda Holt, Chair, District 4
Dr. Anthony “Dr. V” Viegbesie, Vice Chair, District 2
Eric Hinson, District 1
Kimblin NeSmith, District 3
Ronterious “Ron” Green, District 5
Edward J. Dixon, County Administrator
Clayton Knowles, County Attorney
Marcella Blocker, Deputy Clerk
Hannah Pope, Clerk’s Office
CALL TO ORDER, INVOCATION, PLEDGE OF ALLEGIANCE
Chair called meeting to order at 6:00 p.m., asked for moment of silence and led in Pledge of Allegiance.
CITIZENS REQUESTING TO BE HEARD (3-Minute Limit)
Due to COVID-19 and the efforts of the Gadsden County Board of County Commissioners to continue the practice of social distancing, Commissioners want to continue to hear from citizens under the Citizens Requesting to be Heard section of the agenda.
If citizens have any questions, comments, or concerns, please email CitizensToBeHeard@gadsdencountyfl.gov and anticipate receiving a response within 48 hours.
The Board of County Commissioners would like to thank everyone for their patience and flexibility during this time.
Commissioner Green read aloud the COVID statement.
Holt asked Board members to take note, they are now open to the public and if citizens wanted to send in comments to email account, they will no longer be read in public. The public can now appear in person in chambers.
Motion to approve Agenda
V made comment that to not reading what citizens sent in if unable to come, from his personal opinion, impedes the democratic process.
Bishop Willie C. Green, 296 Bradwell Road, Quincy, FL
Approval of Ceres Environmental Services for Emergency Debris Management Services
Knowles introduced item.
Green motion to approve/Hinson 5-0
Proposed Broadband Services Agreement Addendum
Dixon introduced above item and gave brief synopsis.
County only had 1 issue, delivery and confirmation of hotspots. On 2/19 FCI began distributing hotspots, County issued cease and desist letter, met through Zoom, done everything know to do to make contract go and got no cooperation. Thought had understanding for verification and later received email he met with staff and did not think good idea. After that point felt had exhausted all avenues and decided to bring back to Board. Ready at Monday at ready to verify and contract can go forward. Only issue is verification of hotspots. No different than verifying what purchases from any other vendor.
Holt said to consider from today on-have signed contract with both parties. Move from now forward. She said verify, invoice, statements made about areas of need and need date certain.
V said truly want issue resolved and respectfully asked them to indulge him. Made disclaimer do not personally know nor have met Figgers.
“First of all, to you my fellow citizens of Gadsden County, the Office of the County Clerk was created to carry out certain statutory duties & responsibilities.
Article V, Section 16 of the Florida Constitution states:
"There shall be in each county a Clerk of the Circuit Court who shall be selected pursuant to the provisions of Article VIII, Section 1 and Article VIII, Section 1(d) of the Florida Constitution states:
"The Clerk of the Circuit Court shall be Ex-Officio Clerk of the Board of County Commissioners, Auditor, Recorder and Custodian of all county funds., which means the Clerk is the comptroller, the CFO."
Ladies and Gentlemen,
you see that the Florida Constitution, with its relevant Statutes, holds the Office of the Clerk responsible for its statutory actions.
My understanding of the Office of the Clerk of the Court and his statutory requirements, did I state them wrong, if you think I did, please correct me.”
Mr. Knowles stated that was his understanding and had no reason to doubt that.
“From the item we have at hand, this is for your legal opinion.
1) If this contract as provided with the addendum, at this time is approved, in your legal opinion, will the proposed upfront payment be a violation, due to the restrictive powers imposed on the County's Clerk by Florida Administrative Code Rule 691-40.120 on "Advanced Payments"?
Knowles responded yes, the proposed contract by FCI includes a $500,000 what I would consider an advance payment that would run afoul of 69 and do not have the exact cite in front, but believe that was what the Clerk cited to in his Memo, so that would be correct. Yes.
2) If this revised version of the contract is approved, in your legal opinion, will this Board need a budget amendment to pay for the storage, insurance and security of the device?
Clayton said if the proposed contract or addendum from FCI is yes; they are requesting that the County pay for the rental, storage, insurance and safety of the devices and would more than likely need a budget amendment to cover that because that is not in the (?) meeting. That would be accurate. Yes.
3) If this version of the contract is approved, what is the probability of the County being sued by the service provider if the proposed amount is not paid within the stipulated time? The reason why I’m asking this is based on the Memo that came from the Clerk earlier this year with regards to the Florida Statutes that I have just referred to, which I have taken a look at and that actually raised my concern as to the direction we are going with this process. That is why I’m asking for clarification.
Knowles said can’t speak to it, there have been threats of litigation from FCI. If we did enter into that addendum, we could potentially get sued. We could be in a position where we breached the contract; because the Clerk already said he will not make advanced payments. So, if we don’t pay, we could get sued. There is a possibility and a likelihood that FCI could exercise those rights if they are not paid for delivery of the devices. Yes sir.
V said that was his concern and his position. Want issue resolved and felt it was an albatross dragging commission down. Let them find way to resolve legitimately.
Dixon said not putting forth any addendum, nothing else on table. Back at simple contract would like to see verification and delivery.
Holt said addendum does not go with contract. For addendum to be effective, both sides had to agree. Not part of proposal tonight. Don’t have to worry about movement of money from budget. Could be sued for not servicing this contract and then whoever in Court wins. The Clerk knows his job, anyone can read the statute on the Clerk. The Clerk one time would not pay for a teddy bear for Toys for Tots. So that’s neither here nor there. What we need to do is service this contract right now. We have to stay on task. Whatever decide to do, we need date certain.
Green asked if could get to Citizens to be Heard. Holt said will get to them, can do it at any time. Said was hoping to give opportunity for FCI to speak. Holt said they would have opportunity.
Holt said will have to look at is what is solved now. What not looking at, is not argue, decide on what going to do and do that.
NeSmith said in reference to V comments, wanted to ask attorney question.
He said in reference to comments made by V, asked about Administrative Code and asked if in violation by approving advanced payment to vendor-when entered into agreement were they in violation and if so, did that void contract or impact the contract.
Clayton said not when did because they were expecting delivery and verification by County representative. The addendum thought was what V referred to and Chair suggested not on table today. The addendum requested upfront payment of $500,000 upon execution within 7 days. If executed that, Clerk said not paying based on provisions of the Administrative Code and could be in violation with addendum and could be sued.
Holt asked to look at page 5 of 23 Section 5.5.1 Manner and Method of Payment
V said asked for floor for clarification of what NeSmith asked. Iif advance payment is $25,000 or less, do not need prior approval from CFO.
Germain Bebe appeared remotely. Holt said asking for verification,
Bebe said they have provided addendum based, can’t agree with what Dixon said. No-one with County wanted to take delivery. Did not hear from County for over month.
Holt asked as of today, how can move forward.
Bebe said can move forward by making payment. Nothing in contract that requires verification for initial payment. Have not changed stance.
Holt said say, they decide tonight to service contract. If have to say service, cease and desist lifted, everything ready to go, have invoice, can service contract.
Bebe said one thing is to make payment. If County wants all 25,000 at County, will have to pay for all 25,000. Not fair as vendor to carry all costs.
Green asked how many devices have ready to roll now.
Bebe said will have to do specific inventory because have already distributed some devices. Green said just asking for verification of devices.
Bebe said was hit with cease-and-desist order, after all offices closed, after 7 weeks of working with Administrator and staff, they hired 22 people and spent tens of thousands of dollars on postage will never get back. Now hit with need to deliver to County. Need to understand where puts them as minority vendor, at extreme disadvantage and big loss. In order to get verification, requires addendum.
Holt said for this contract, County did not ask for possession, only verification. Trying to service the contract today. What is resolution today?
Green said had opportunity to look through and lot of information.
Clayton read section 5.1 of contract
Holt said want to service that part of contract, not take possession just verify.
Bebe said they were not contractually obligated to do that in order to receive the initial payment. Don’t owe County anything in order to receive initial payment. At this juncture, do not owe County anything.
Holt said trying to come to resolution, if produce and have invoices for what already provided, would you want to get paid for those today?
V said right now at impasse, all going to say, his professional part asked if way to resolve-first requirement to resolve impasse is to negotiate in good faith, conversation searching for common ground. This issue has become an albatross on County. Every commissioner is getting phone calls. Should find way to resolve without anger, without one being aggressive and defending their position of their own interest so can find common ground.
Holt said all want to do is serve contract. Asked attorney’s opinion. She said was never concern about paying $965,000.
Knowles said his understanding was contract says “FCI shall deliver to County”. Whether take possession different story. Maybe word “verify” not best word, should use contract language “deliver to County”.
Holt said no reason for having statement about Clerk. Contract between FCI and County, not between Clerk. Clerk said what not going to do, fine. Something we take up in that situation. Asked Dixon for comments.
Dixon said always thought interest of Board was resolution and if asking for his recommendation, is to determine time certain in future where delivery will be made
Holt asked Bebe looking at date can do verification or deliver to County and asked his opinion for date.
Bebe said understand where coming from, secure in contract and if
Holt said was example. Asking his opinion about date.
Joycelyn Brown appeared remotely. Added there was a meeting that occurred in mid-February, was agreed that County Attorney and she would clarify terms and conditions of Addendum. Initial draft of addendum provided on 2/21; revisions from FCI submitted 2/26. From then till today, first day actually received any type of formal communication from County
Think can move forward by establishing delivery and payment schedule. To point what Knowles stated, actual terms of existing contract as relates to delivery to County, there are several communications between County and FCI
Bebe interrupted, sent detailed videos of distribution, Holt and PIO showed up; Administrator said was satisfied. Now have to do again and was bordering on discrimination.
Holt said they were talking about resolution, not talking about each other.
Brown said understood.
Brown said as relates to resolution, FCI prepared to deliver devices to County and formally deliver to County where County takes possession of devices. When County takes delivery, FCI will receive payment. FCI has no problem with managing control of distribution as long as County maintains possession. At opening of meeting Knowles mentioned budget item would need to be addressed as relates to that. Do have a draft addendum that is on table. If sections of addendum County wants to address, willing to address and making sure everything is concise, consistent and worded in way both parties agree to so can conclude and finish out contract.
Holt said certain heard statement made by V. Can see probably why not going to take possession of devices and especially when have the addendum and not able to get distribution there is fine to County of $500,000. Asked if going to resolve today or not, if not can go home.
Brown said current addendum is a draft. Ready and waiting for County to have conversation.
Holt asked Dixon his opinion.
Dixon said there was nothing more want to happen than contract. Have put all on line, offered addendum, offered every opportunity, only reason here did not think could go further.
Holt said they were looking at date certain
Green said did not want to go back; was stated they had opportunity to verify, asked how many could they verify. If verified, should not be where are now.
Dixon said hundreds, not thousands. Even in video was in small trailer, not enough.
Bebe interrupted and said was not true, sent video of all 25,000, 3 videos.
Holt asked for him to not interrupt. Said have asked how many they have and was told 300, asked for invoice, did not have one. For them to be verified would need invoice. For them to be verified, have to be reasonable number. Still trying to solve problem. What do they want them to look at. Heard about up-front payment and don’t want to get into that, Clerk and she have history. This is contract, know have been given out.
Hinson asked, sent video out, can send now to board members; also want to come to resolution. How long would it take to distribute at least half to citizens? Disclosed did talk to Figgers Communication representative in past, have talked about broadband for past 6 years. How long would it take if distributed half to citizens if had 8 locations? Once half distributed, write check. Paid Integrity to do portal, database, they built database, portal and advertising and was costs. How can they cover that costs. How long would it take to distribute ½.
Bebe said when began distribution, did over 500 first day and stopped for security reasons; second day, showed up to next spot to let everyone know and had over 300 in line at 7:30 am.
Hinson said saw and was impressive but understand all parties.
Holt said on this item, back to that point, date certain. In order for them to be paid, have to have verification. How to get done. Does Board want to take possession, pay insurance,…
Green said those are choices but haven’t gotten agreement from FCI of addendum choice..
Hinson said noticed
Holt asked Board if want to look at contract
NeSmith said issue from what have heard, is delivery. He asked Bebe if that word causing hang-up.
Bebe said interpretation of it. Agreed with Holt about not going back and forth. Even though not obligated to verify, if talking about that, on their behalf consider it already done because arrived with devices.
NeSmith said what hearing, he arrived in Gadsden County with 25,000. Bebe said pretty close to it. Day of distribution had meeting with County administration. Told Dixon if want to verify, to come see.
Holt said reason did not want to go back and forth. Delivery is to the County. First, if delivery is problem, have tried to be flexible. Asked his definition of delivery.
Bebe said for them to begin delivery to County residents and they began that. After started that, was told they should deliver to actual County.
Holt stated that’s been misunderstanding.
NeSmith asked Bebe’s understanding of delivery meant he would deliver 25,000 devices to 25,000 to residents before received payment-Bebe said no. Once started delivery, up to 25,000, would be qualified to first payment. NeSmith said did not understand that was their interpretation.
Holt said interpretations were different.
Knowles said suggested this originally-solution could be pay as go; if delivered 650 hotspots, attestation forms approved by County, submit invoice, get paid.
Holt said was difference in interpretation.
Hinson said have problem. Says unfortunately, have major problem. (Reads from contract) “FCI shall deliver to the County up to a total 25,000 devices.” Unfortunately have major problem and continued to read “…and, in exchange, the County shall issue to FCI a payment not to exceed $965,000”. The issue is where they have a problem. Unfortunately, it’s a bad contract.
Holt said they decided that.
Hinson continued and said up to means from 1 – 25,000. If deliver one, legally have legal documentation here that can hurt the County.
Holt said to listen to this interpretation. She continued and read, “and, in exchange, the County shall issue to FCI a payment not to exceed $965,000; it could be $1.00, it could be $965,000, just can’t exceed.
Hinson said crazy situation and too much leeway on both sides.
Knowles said this was not contract he advised Board to sign. Holt said yes he did. He stated he did not. Holt stated she brought it to him. Cannot speak to this, FCI sent this over pre-signed, pre-authorized, ambiguity terms in there. Contract says shall deliver to the County, those are words FCI wanted.
Holt asked Bebe and Dixon what they thought. Dixon said to put FCI in position to be paid is goal of County.
V stepped out 7:23
Holt said County wants hotspots, they want to get paid, what is solution.
Brown interjected her proposal was to allow them, the reality was several board meetings and County specifically stated did not want to physically receive devices. Conversation as relates to delivery to the County is moot. Her recommendation was for devices actually delivered to County residents, a check to be cut by Clerk and delivered to FCI immediately. As relates to devices to be delivered, then allow FCI attorney and County Attorney to discuss addendum, get to resolution by date certain.
Bebe said not opposed. Started work, spent money, headache, FCI came through and answered bell, did what said would do. For him, devices were being given out, being activated, people were satisfied. If agreement that County will pay money in exchange for devices, can be arranged. Don’t want to be in position of coming to County on credit for 25,000 devices and not get payment. Bebe said negotiations have not gone well.
Holt said has not been happy with negotiations. Let Brown speak again.
Green said keep hearing will give devices, don’t want devices, not option, don’t want to store, once pay, want to make sure still intact can get refund for ones not given out.
Holt said to go back to Brown.
Brown said to point of Green’s statement, if overpayment made, surety bond in place
as relates to moving forward
Holt said invoice has to be given to clerk, and have to look at turn-around time.
Dixon said one issue was confirmation. County has to confirm. If going to resolve, resolve one big pot. Verification of deliverables still has to happen.
Holt said for example, already passed 600 devices out, have given serial numbers in book, look through documentation showing they have 600, out because was interpreted differently.
Knowles said if verified.
Dixon said only problem was, video could be of anything at any time. Asking for verification on front end.
Holt said would be nice to have on spreadsheet.
Green asked FCI, why is there problem with someone coming from County for accountability
Holt stepped out 7:38
Green continued. Seemed to be problem with having someone from County come to warehouse for accountability and why.
Bebe said where they have issue. Been through 3 situations where verification was done and every time escalated. To point now have no trust.
Holt returned 7:40
Bebe said no-one cared about vendor. Does not feel like appetite to work this out. Understand where coming from and sound logical but still here. Have provided everything asked to give. Can discuss take delivery and go back and forth.
NeSmith asked Brown if possibility County could send someone down to verify devices.
Brown said what preferable would be to provide a video; this was brought up in previous meeting; Figgers has restraining order against individual that lives in Gadsden; have made valid and verifiable death threats against Figgers. Their concern is of release of actual location, will result in viable threat against lives of individuals in warehouse.
Holt said she and Figgers have talked about this. Understood his concern, but need to solve problem. Have other infrastructure monies coming down. But have to come to resolution on delivery part, if want to pull up in back lot with hotspots, good. Can’t give invoice to Clerk unless come to resolution.
Hinson said if purchase something from Walmart, in all fairness,
Holt asked if coming to resolution today or not. Any ideas or concerns that would help solve this problem.
Dixon suggested to propose a time certain to give opportunity to verify. Not like walking into drug store, buying 25,000 at almost $1 Million. If can verify by date certain, then can continue with contract.
Holt asked if commissioners had any dates interested in. Have next meeting on 20th.
Dixon said can wait until next meeting so don’t have to call special meeting and will either have something to execute in terms of delivery or not.
Holt said do have 4:30 workshop and asked if anything else on workshop agenda other than agenda. No. Can be agendaed for next regular meeting, review in 4:30 meeting.
Hinson asked what wrong with next week? Holt said give them time to work it out.
MOTION TO ADJOURN
Adjourned at 7:52