Jul 30, 2020 Board of Ethics on 2020-07-30 3:00 PM

Okay. Hello, everyone to the Board of Ethics meeting today, July 30, 2020. It's 3.02, so just a couple of minutes after we were supposed to start. It appears everybody on the board is here. We don't have any alternates that needed to be here, so we don't have to talk about any absences or excused absences or anything like that because everyone's here. So we'll jump right into it. Item 1A is consider the approval of draft meeting minutes for June 25, 2020, which was our last regular meeting, and July 7, 2020, which was our last panel meeting for an advisory opinion. I went through them, and I already sent my changes to Madison, and I believe they were in the last board packet everybody received. Does anybody else have any changes or motion? I move to approve them. All right, Annetta moves to approve them. Do I have a second? Second. Second from Sharla. All in favor say, or is that the right way to do it, Trace? Well, if in person, yes, but because we're on video, you've got to do it by roll call, just so that everybody votes. Sorry. Sorry, that came up last time. I want to make sure I did it correctly. Okay, Annetta? Safer. Dawn? Oh, sorry, Dawn, you're muted. Can we get a thumbs up, or do we need to like actually have people say something, Trace? And now you're muted. Yes. Oh, there we go. There's Dawn with a yes. Okay, Ronnie? Yes. Ron? Yes. Patricia? Yes. And Carla. Sharla, I'm sorry. Yes. Okay, all right. Minutes approved under 1A. Okay, coming to 1B, hold a discussion and give staff direction on holding Board of Ethics meetings during the emergency declaration. So our last meeting was June 25. And on June 26, the council had its seventh emergency order. And I'll bring this up real quick on my share screen. Okay. And under A of the emergency order, all committees and boards, with the exception of three, are to only made as necessary to consider time-sensitive items critical for the continued operation of the city and provision of services to the public. So there's a few boards that were exempt from this, but ours was not one. Yes, Madison? I'm sorry. I think on Tuesday, actually, the council may have voted to change that language. Do you know, because I think they got direction basically to change it to say other boards and commissions will meet as necessary to consider items. They did. And I was going to bring that up. Okay. Chair, if I can share my screen. Yes. Did that get approved as an ordinance? It did. It was approved on Tuesday night late. I was unaware. Right. No, no, no. This is all a kind of a moving target. So if I may share my screen, if I can find the button. Am I missing the button? Oh, there it is. I found it. Great. All right. Did that work? I'm not seeing it yet. I don't know. There. There it is. Okay. Right here under 6A4 was changed to other boards and commissions shall meet as necessary and as resources allow with priority given to the boards and commissions that have time sensitive items. So basically, it's been relaxed a little bit because our wonderful DTV crew has really worked through stuff and have made it so that we can have much more than we originally expecting. So council took out the thing about the actual items needing to be critical for city services. And so long as we can get on an agenda, we can meet virtually like this, but priority will be given and we could possibly be bumped if there are other boards that have time sensitive matters. Okay. All right. Well, that changed. I mean, I think that changes it a lot. So I guess now it's almost we could have meetings whenever we want. It's just that somebody has something time sensitive. Like if we had a panel meeting, we would bump somebody else or somebody. Okay. Well, so sorry. Yes, that just happened late Tuesday night. Yeah. I just barely didn't get it to you before this happened. That's fine. I mean, I think, well, I think everybody and their jobs and private life and everything is changing constantly right now. Okay. Well, I will say the last meeting we talked about forming ad hoc committees and possible more changes to the edict ordinance. But when Madison told me about the former six a that it's only time sensitive, we took that off the agenda because we figured we couldn't do any of that. So now we're back to we can have meetings. So we're back to board discussion of the next meeting, which I guess Madison, do you already have it set for August? Yes. So it's set. It's on the schedule for August 27th, which would be the last Thursday of the month. And if we wanted to have that meeting, we would obviously have the approval of this minute, this meeting's minutes on the agenda. And we could include the subcommittee discussion as well. Okay. Um, all right. So the agenda item is to give staff direction regard. I'm sorry, give staff direction as far as future meetings. And so nothing's changed. I'll say that I'm still of the opinion that if we don't have anything new coming up, we shouldn't just meet to make up reasons to meet. And if there's nothing on the table to change the ordinance, you know, I just I don't think we should have the meeting. But I guess if the rest of the board feels like we need to meet and need to make up an exploratory committee for things to change on the ordinance, we can. But I'll reiterate that that I just don't think it's necessary. But I'll open that up to whoever wants to speak. Okay, I get a point of clarification because I thought this was time sensitive. And I thought that council had instructed the board to come up with a better conflict of interest definition. My when I when I presented to them, they asked if we want it to continue to work on the conflict of interest. There was no like timeline given. I mean, there was no I don't I didn't really feel a sense of urgency. That's not how I heard it. I heard that they really wanted something to look at. Um, I don't know. I mean, you could go back and look at the meeting, but that's not the impression I got. I don't know if Madison heard anything else from city council. Um, I think the way that I read the ordinance, the original declaration in in terms of also with the ethics ordinance was since there's like a set timeline for advisory opinions and ethics complaints, those were clearly considered time sensitive to me. And then I wanted further direction from the board if they wanted to consider anything else critical or time sensitive. So is there any more discussion on the August meeting and whether we should continue with what we talked about on last month on June 25 to create an ad? Well, I guess in August, we'd have to discuss whether we create an ad hoc committee that would then decide if there's anything that once we want to change in the ordinance. And like I said, I'm of the opinion that if we want to change something, we talked about it as a whole group. And to me, it sounds like creating meetings to create more meetings, be honest. Is there any more opinions on that? Just Madam Chair, just I'll add that, you know, as we talked last month, the idea of the ad hoc committee was came up and I'm the one that said we couldn't do it last time because we weren't posted for it and we weren't. That's something that we could post on the next meeting of a, you know, consider nominations and appointment of an ad hoc committee. And then if it's decided that you don't want to want to, it's decided that the board does not want to do it. That's still fine. Okay. Well, go ahead. I was just because, but yeah, if, if there's going to be something we would need to have it posted for something like that, not just like it was last month. Okay. So I think the question for the board is, do we want to meet in August on August 30th to decide if we want to create this ad hoc committee? I have a simpler solution, I think. May I speak? Yeah, go ahead. Is this committee specifically for the conflict of interest? Well, that's what we'd have, I think, I think that's what we'd have to discuss at the last meeting on June 25th. That, I think that was the idea, but we would have to host a agenda item to create an ad hoc committee. And then we discussed what was in the ad hoc committee then. So I guess today we're deciding, do we want to do that next month? And then I think, Annetta, did you have something? Here's my simpler solution. Has anybody seen the ethical code for the employees of the city of Denton? I think it has come up before. It's pretty, it's pretty amazing. It looks like it was taken from an ethical, a model ethical code somewhere. So I think what we could do is we could look at the conflict of interest definition and with very little tweaking, changing out the word employee for city official, we would have a definition that is clear. And I mean, it's, I know Todd Howman brought it in when he came to the city, but the whole thing is just amazing. Okay. So I guess then you're proposing that next meeting we speak about. We just look at the conflict of interest for the city of Denton. Okay. And then I think Charla, I'm muted. Did you have something to add? Anybody else have an opinion on having a meeting in August and what we would do in that meeting? Let me make sure I understand. I wasn't at the last meeting. You're asking us if we want to decide during the August meeting, whether we want an ad hoc committee to consider potential changes. Is that something that we can't do today? No, it has to be posted. So we were going to post, that was going to be on today's agenda. But when we made today's agenda, we were told that we had to just only have meetings for emergencies pretty much. So then we decided, well, we can't have, we can't even have ad hoc meetings because they wouldn't be emergencies. So it's taken off today. So now we're talking about next month and off. So if we don't put it on the agenda, we don't have to deal with it then. Is that correct? That's correct. I mean, I think if we don't put it on the, I mean, if we don't have anything to discuss, we wouldn't have a meeting next month. But if there's something we need to put, that we need to discuss, whether it be an ad hoc committee or the conflict of interest or whatever, then, then we could have a meeting next month. Madam chair, if I can just add that, because the board's subject to Toma, council specifically wanted this board to be subject to Toma, we had to post this meeting before council passed the updated order on Tuesday. So this was posted under order seven. It's just now going forward, we're under order eight. Okay. Yeah. So, I mean, for those that may have been questioning, well, since council changed it, why didn't we add it into this? It's because this meeting had to be posted before council even took that action. So I hope that helps. I guess my question again, I mean, further would be if we haven't decided the conflict of interest question yet, why wouldn't we have August meeting to deal with it? Well, I, so in the June meeting, we talked about when we, when I presented to the council, they asked us if we had come to an impasse on conflict of interest or had not. And I think we have the board decided last last meeting in June, that we have not come to an impasse. But I think, you know, I mentioned at the board meeting last month, I don't think it's very productive for us to just sit and, and discuss for three hours the same things that we've hashed out for several meetings. So, you know, and probably not three hours on zoom, but in the past, we've had them that long. So I, my thought was, unless we have something concrete to discuss, you know, why, why are we having a meeting just to go in circles like we've done before? But, you know, if everybody wants a meeting next month to discuss conflict of interest, we can do that. And that's what I'm asking now to give direction to Madison as far as the meeting next month. Madison, I just want to clarify that in June, you gave us to gave staff direction to have a regularly scheduled meeting every month. So the direction I would need to be given would be to cancel the August meeting. Otherwise, we will have an August meeting. Okay, unless we get direction to cancel it. So I guess my question is, is everybody still want to have the meeting in August? I guess and Netta and Patricia want to have the meeting. How about everybody else? If, since we don't have a clear definition of what we're doing with, I think we need to just to put it to rest so we don't have to keep going over this week, we do need to finally just make a decision. It's this and leave it alone because it can't keep going over and over and over again and again and again. Do you mean like the conflict of interest or whether we're going to change the conflict of interest? Well, all of them. Oh, I think Ronnie might have that. I mean, we need to, I think it's, we've been having this since last year. Yeah. And that's my thought is that I just, you know, having meetings over the same thing, you know, is inefficient. And so, but like I said, if everybody wants, if there's a majority wants to meet, continue to meet, we can continue as we gave direction. I guess, you know, Sharla, Ron and Don, do you, do the three of you want to meet or? A meeting in August. Okay. So I guess that's the majority. So we'll just continue to meet and we'll have a meeting in August. All right. So I think that covers one B moving to one C. Don, could you mute, please? Madison. So for the August meeting, what I've heard is we may want to put the committee subcommittee item on there. And then we may also have a proposal for the conflict of interest item from Annetta that we want to put on there. Is that correct? Yeah. I guess whoever wants to submit changes, the conflict of interest should submit them and then we'll know what to put as far as the agenda items. And I mean, I think Annetta said what she wants is if anybody else has any ideas, they can send them and we'll discuss it at the August meeting. All right. Okay. Is there a deadline to submit ideas? Well, I would say, I mean, how much time do you want, Madison, maybe a couple of weeks by a couple of weeks send everything in? Yeah. So the, we have to post. Yeah. I would say if you could by the 19th of August submit your ideas, I think that would give us enough time to post everything. Make sure we had everything that you wanted to submit. And when would, so the meeting would be said the 27th? That's correct. Okay. Um, and I, I actually have an, uh, a training for work the 19th and the 20th, so I don't know if that changes anything, Madison, if it's harder to get in contact with me. I mean, I'll have con I'll have my email, but I think we have to post 72 hours before Trey. Is that correct? Ma'am. That's correct. Okay. Yeah. So if need be, I mean, I think we can get proposals by the 19th and then we'll be able to post after that. That won't be the day we post basically. Okay. All right. Was there somebody else that tried to speak before we move on? When you said that you've got a training, does that mean that you're not going to be able to attend the meeting in August? Oh no. My training the 19th and 20th, the week before, I'm just saying as far as Madison getting the agenda items out, she's in the past, she's emailed me and called me. We've talked about what's on. So, um, so we'll be good. I, I mean, I, I can be there on the 27th, but so far, I'm an attorney, so sometimes hearings get set, but the other thing is, uh, I'm still trying to understand this. If we don't put the ad hoc meeting, uh, issue on the agenda, then it's a done deal. It's a closed issue. Is it not? Uh, I mean, if it's not on the agenda, we won't be having it. So, I mean, if there's, if somebody has really strong feelings about that, I would say speak up or, or email me and Madison to put it on the agenda. Okay. Anything else about the meeting for next month? Okay. All right. So moving to one C receive report, hold a discussion and give staff direction regarding the publication of advisory opinions issued by the board of ethics. So, um, this is an issue that Madison had brought up when we give the advisory opinion, you know, we meet and they're filed with the city auditor and the person who requests copy of them, but no one else sees them. So she had talked, she had suggested that we put that on the website so that everybody can see what we came up with. And so city officials can also use that as a resource to maybe, you know, look at that as far as when they're making a decision before they, you know, have a given opinion on the same issue or something of that nature. So, um, I mean, I'd be in favor of this. Um, I guess I'll open up to discussion or if everybody's in favor, we can just move forward with, um, publish publishing, publishing the advisory opinions on the website. I think that would be great for transparency. I like that. Okay. It sounds like Annetta and Don are for it wrong set up, uh, gave a thumbs up on it. So he's for it. Uh, Ronnie for it. I think it's, I think it's unanimous. So Madison, I would say, uh, you know, do whatever it takes with it or whatever to get that on the website. All right. I can get those, um, onto the board of ethics webpage. And, and once that's up there, I'll send an email to y'all so that you're, you can go see them if you would like. And so, you know, that they're up there then. Okay, thanks. All right. So moving to the last item, one D receiver report, hold discussion and give staff direction regarding professional services agreement for the board of ethics legal services. And, uh, let me get to that agenda item. All right. So as of, I believe July 7th, the spending authority under the current contract with the board has law firm, um, has been exceeded. Uh, the contract that was given, sorry, the kids are coming in and out of the door. If I'm looking sideways, this is my life now, but okay. So the, uh, contract that was, um, in the, in the packet that everybody got it, I just wanted to point out, cause when I first read it, I was wondering if they were like $4,000 for ethics meeting. And that is not the case. Um, when they've come to our ethics meeting, it's been two hunts, two 45 an hour. And the much larger sons, I think were for the public hearings, where Alan Borquez actually helped write the ordinance, the city council. And I, and probably maybe the first few ethics board meetings that he came and trained everybody back in 2018. Um, so, and also for the new newer people, Alan came to the first few meetings. He then sent someone from his firm who I guess we found to be less, um, less helpful than we want it. And we gave him feedback. And at this last, um, panel we had for, uh, an advisory opinion, he sent a different, um, a different attorney, which we didn't have a whole lot of communication with him, but, uh, he did, he did contribute. And when we wrote our, our advisory opinion, he actually took it and made it a lot better. So, um, he was helpful. So anyways, so that's the background with Borquez. And like I said, there was somebody that was sent that we weren't that impressed with after we saw him and before the new guy that came in. And what we have to decide today is to amend the current contract with, with the Borquez law firm to continue services and board of ethics. And I'll also point out, um, especially for, for, I know Patricia's new, I'm not sure how familiar she is with this. We use special counsel when there is a, um, when a council person is, um, there's an advisory opinion or a hearing on a council person, because there's a conflict of interest then with the city attorney or when the city attorney asks for special counsel or when city council asks for special counsel. Okay. So back to our option. Um, we can amend the service agreement. And my understanding is that would still be $245 an hour for, um, for, I guess in the new attorney that he's sending, or we can solicit proposals for legal services for the board of ethics. Um, I guess I talked to Madison and I mean, is it because of all this COVID, is there any issues with soliciting or the staff have like an opinion of what we need to do? Um, I don't, we've been soliciting, um, services, uh, throughout COVID. I don't think that there would be an issue necessarily. Um, when I did talk to, um, the city attorney, he mentioned that there aren't very many, um, legal firms that are specifically, you know, specialize in ethics. So that might be something to consider. And I do want to say, I cannot, um, for certain say that it will continue to be the $245 an hour. Okay. Um, because, because we would just go back to them and, and see what they wanted to do, um, in some respects. So, but I can't imagine it would go up a wild amount. So, okay. So I guess, um, as the board, uh, I'd like to hear everybody's opinions as far as if we want to just continue with the board has law firm or solicit proposals for a new firm. Solicit proposals. Uh, anybody have a strong opinion for, that we shouldn't put the proposal? Would it be something we could do for the next meeting for the next 30 days? See what that way we wouldn't let it linger. Once again, something like just keep lingering, lingering 30 more days to see if there's someone better or whatever you, how you want to word it. Um, next meeting, if we solicited a proposal, we would, we would begin going through the procurement process. So we would issue, we would, um, write a request for proposals and issue that, and then it would be advertised for 14 days. Um, and then there would be an evaluation team most likely who would evaluate all the, the people who submit. Um, it wouldn't necessarily just be based on price, although that would be a component. Um, I, I think if we decide to solicit proposals, Borquez could obviously also submit a proposal and we could end up back with them. Um, but we wouldn't be assured that we could go back to them basically if we submit, if we solicit proposals. Did that answer your question? So it probably wouldn't be in the next 30 days. Sounds like we might probably the evaluation would not be before the next meeting. That's correct. Okay. And Dawn, did you have something to add? I'm, I'm not sure. I haven't heard anyone state that we're really unhappy with them and they've done such a really good job really in writing what we have now. Um, the rate that they're charging, I think it's very reasonable and I'm not sure it's necessary for us to even go out and get new proposals, although there's, I don't really see any harm based on what the medics have told us. Yeah, I kind of, I mean, I'm not exactly unhappy with Borquez. Um, I mean, I think there was one attorney that we didn't really like, but um, I like, I liked Alan, I liked the last one we had, but it doesn't sound like there's a whole lot of harm in soliciting. I mean, I, I don't know unless I guess they found a defensive that we solicited, but I don't think they would and like not want to work with us anymore. It just may be unnecessary work. That is true. Uh, any other opinions on this? I'm just kind of curious why it is a conflict of interest for the city attorney's office to represent the city. Uh, well, I guess I don't really want to get into that during this meeting because I mean, we had a meeting where, um, Erin Leal presented, um, and as an attorney, you can't, um, you can't represent two conflicting parties. And when there's a complaint and the board of ethics is hearing the complaint and the complaints about a city council person, they can't represent both the city council person and the board of ethics. There's, there's just a conflict of interest as a lawyer. So he didn't feel comfortable doing it. And I understand. Okay. So I guess it doesn't, there's not an action item on 1D. So, um, I guess I'd like to hear everybody else's opinion to see if there's enough people, if I guess I've only heard kind of two voices solicit and not solicit. Um, does anybody else have strong opinions on whether we should solicit, uh, new firms or stick with Alan's firm? Either Annette or Ronnie or Charlotte or Patricia. Yes, solicit. I, I just still don't understand the conflict of interest, but that's. Well, yeah, there is. I mean, I agree with Lara. I mean, it's just state bar rules of rules of ethics. Yeah. I think Ronnie was trying to say something. I think he's muted. Oh, I was going to say, does, does it really, my question was, is it really going to benefit us to get somebody else or just stay with who we have and call it quits for the future? I guess that's for us to decide. Um, well, if I may say, I mean, I think the hourly rate is very reasonable. Um, 245 is very reasonable. So if it's, you know, and I speaking from an attorney standpoint, of course. Yeah. I mean, you know, that can be anywhere up to $800 an hour. So, and if you're not, if you're not really that unhappy with them, wouldn't it cost a lot of money to change to a different firm because they would start from scratch or would they start from scratch? Well, it costs more money to start over with somebody else. I think so. Yeah. I mean, uh, I mean, we've had this firm since the city decided to, I guess it's Alan's firm has been with it, with the city the whole time since they started doing the, started putting together the ethics code. And for all of our board of ethics, it hasn't always been him. Like I said, there's been three different attorneys, but um, yeah. And I think Madison, did you have something to add? Um, I'm not certain about this. So Trey, please correct me if I'm wrong, but I think it's possible we could ask, um, Borquez to give us a proposal, um, to amend their current agreement and we could bring it back to you at the August meeting. And then we could have a discussion then if we wanted to continue with them. I'm not sure if that, uh, works, Trey, for sure. But essentially we would, we just need an amendment to increase the spending allowance. Um, and then if we ask them to, for asking for an increase in their rate or anything, we would not ask for an increase in their rate, but they might propose one. I think what it is is July 7th was the, was the end of, uh, when we could, we could pay them. So we need a new, we need an amendment just to keep having legal services. Correct. Madison, does the contract have an expiration date? No. It just has a, a do not exceed amount essentially, which we have now exceeded. Um, I guess what I'm, I mean, I think what's going to have to happen, whether we solicit, I mean, we'd either solicit and we come back next month or possibly the next month and look and decide on who we go with, or we would still have to amend with the Borquez law firm. Um, since there's not a whole lot of opinions to solicit, I think we could go back to the Borquez law firm and see what they have to offer and maybe look at that next meeting and then decide if we want to solicit. Should we, and if we decide we don't want to solicit and we like the amendment that the Borquez law firm has said, we could just accept that and move on. Um, how does that sound as far as what we need to do, Madison? And as far as the board, does that sound acceptable? I think we can do that. Uh, Trey, do you have any opinion on that option? This is not my area of expertise. Uh, okay. Mack is the, is the purchasing guy, but if, if, right, if the original engagement letter we had with them had a do not exceed amount and we've now reached that cap, the issue is we can either continue our engagement with them fairly straightforward because, um, attorneys are, are a professional service. It's, it's subject to slightly different procurement rules than buying supplies so that we could continue on with the people we have. But obviously we would need something. We would need a different PO, a different engagement so that we could pay them properly because we've met the cap of the first one. Or if the board decided that they didn't prefer this firm, we could look for other firms. I think is where we're at. So if, if we wanted to see what the, if we've got a, the current contract with my understanding of this is, and again, bear with me, is since the current contract is met it's do not exceed cap and we're gonna have to do something different. The question to Borquez can be, is it going to be under the same terms? Are we going to have the same hourly rates per, depending on who's, who's there or are you going to raise something or you're not going to be available for some things? Is he going to change what he's willing to offer the city or not? And we can bring that back and let y'all know. I guess would y'all like to proceed that way to see if they would keep everything the same and then maybe, and I would imagine that would be quicker than a soliciting new offers. And since we're having the August meeting, we can then see what it is there and then decide for sure whether we want to solicit or not. Does that sound like a plan? I think that sounds like a good plan. Okay. Do you need a motion for that? I don't think so. Cause it just says, give staff direction. So I don't think it's an action item. I think we can just kind of work by consensus there. So anything else you need on agenda item 1D Madison? No, I think that that makes sense. And I'm 99% sure we can get a proposal to have on the next agenda from them. Okay. All right. So then, yeah, so next meeting we'll, we'll discuss that. And then if everybody can get any proposals they have as far as conflict of interest to Madison by the 19th, I think that is everything we have today, unless anybody has something we miss and not seeing anybody jumping up and down. So thanks everybody for jumping on the computer. And the next meeting will be August 27th, I imagine at 3 PM again. I spoke about this at another meeting since where you have to do on zoom, we have to use Denton, city of Denton IT. So unfortunately we have to have it during work hours, which I know for those of us that are still working from home, isn't always easy, but we'll try to all make it. So, okay. Well, thanks everybody. And we'll, oh, meeting adjourned, I guess, or do I need a motion for that? No motion. Okay. All right. Meeting adjourned. No motion. Sorry.