General Counsel Commission

MINUTES GENERAL COUNSEL COMMISSION SPECIAL MEETING OF MARCH 31, 2025 Present: Council Member Blackwell, Council Member Nocera, Council Member Salafia, Council Member Sweeney, and Council Member Pulino. Staff: General Counsel Brig Smith, Deputy General Counsel Kori Wisneski, HR Director Justin Richardson Public: Mayor Benjamin Florsheim, Bobbye Knoll Peterson, Donna Formato, Stefanie Collins, Rohan Manning, Erik Costa, John Lozefski, Council Member Leslie Spatola, Council Member Tony Gennaro, Sean Bennett, Joe Fazzino, John Milardo, Attorney Steve Mednick, Christine Marques, Judith Lamson-Rockwell, Ann Gregg, and Cathy Lechowicz 1. Call to Order: Meeting was called to order at 6:31 p.m. 2. Public Comment: Sean Bennett, the CFO of Charles IT, briefly mentioned his presence to represent his organization regarding new business before the board. Joseph Fazzino, the Director of Water and Sewer, expressed concerns about the proposed changes to the purchasing ordinance. He pointed out that there was supposed to be a workshop for director input that never occurred and emphasized the need for streamlining processes rather than complicating them. He also referenced an email from his chief engineer with detailed comments. Attorney Kori Wisneski read a letter into the record from Brian Robillard of Water & Sewer. The letter highlighted concerns about the proposed changes to the purchasing ordinance and the impact on the Water and Sewer Department. Robillard emphasized the department's reliance on engineers and consultants for various projects, including permits, studies, and inspections, which often span multiple years and involve collaboration with other departments and agencies. He suggested that department heads, managers, and stakeholders should meet to discuss the ordinance's implications, with input from purchasing and legal teams, as well as council members, to ensure clarity and address potential issues. Robillard also raised specific questions about the ordinance, such as the timeliness of contract reviews by the council, the practicality of procurement procedures for amendments and change orders, and definitions related to professional services and bidding processes. He proposed adding examples and clarifications to certain sections to improve understanding and functionality. Overall, the letter called for a collaborative approach to refine the ordinance and address the needs of all stakeholders. Christine Marques, Director of ECD, expressed significant concern about the lack of a workshop or opportunity for directors to engage with the ordinance before it was brought forward. He emphasized that the proposed changes had not been workshopped, and that directors were not given a forum to discuss how the changes might affect their departments. Christine warned that the ordinance, as it stood, would interfere with the regular business of the city and could have a detrimental effect on operations. Bobbye Knoll Peterson, the Chief of Staff, echoed Director Marques' sentiments. She shared that she had spoken with several directors who were deeply concerned that the ordinance was moving forward without their input. Bobbye emphasized the need for a less formal, collaborative workshop where department heads could explain the day-to-day realities of managing contracts. She highlighted that departments like Public Works, Police, and others often handle numerous contracts simultaneously, and urged the council to slow down and take time to hear directly from those managing these responsibilities. Rohan Manning, representing Public Works, focused on the operational challenges that the proposed ordinance would introduce. He stated that although Public Works may account for only 3-4% of the city’s budget, they are responsible for approximately 90% of services provided—everything from street maintenance to sanitation and garbage collection. Rohan argued that the ordinance would impede the city's ability to respond to residents’ needs and urged the council to engage with department directors to understand the practical implications before enacting changes. Police Chief Erik Costa also shared his perspective, emphasizing how critical timely contracts are for law enforcement operations. He noted that delays could interfere with accreditation processes and pointed to specific contracts such as those related to body-worn cameras and facility maintenance. Chief Costa acknowledged the need for changes to the purchasing process but stressed that any changes should increase efficiency, not create new bottlenecks. He urged a collaborative approach that ensured transparency and alignment between the council and city departments. Mayor Florsheim, reiterated the need for a cooperative process. He expressed disappointment that an intended workshop with council members and directors was not held and indicated a lack of clarity about the council's goals or what specific problems the ordinance was trying to solve. The Mayor called for a more inclusive process, one where the administration and the council could work together to craft a more effective and practical ordinance. He noted that while there may be agreement that improvements are needed, the current process felt adversarial and lacked transparency. 2 3. Approval of Minutes Council Member Pulino made a motion to approve the minutes from the March 13, 2025 meeting and Council Member Nocera seconded the motion. The motion passed unanimously. 4. New Business A. Ordinance – Real Estate Assessment Fixing Agreement for Charles IT Real Estate Company LLC for 10 Main Street (272-9.12) Director Christine Marques introduced the ordinance. Charles IT recently purchased the property located at 10 Main Street, which was formerly the Rite Aide building. The company plans to invest a minimum of $2.5 million in building improvements. The agreement spans eight years and involves an assessment on the deferred tax value of the property. During Years 1 and 2, 0% of the deferred assessment is taxed, in addition to the base assessment. In Year 3, 50% of the deferred assessment is taxed, followed by 75% in Year 4. From Years 5 to 8, the taxation increases incrementally, reaching 90% by Year 8. This development is expected to revitalize an underutilized building on Main Street, which has been vacant for five to seven years. Charles IT, a growing startup with roots in the City of Middletown, intends to establish its headquarters at the location. The company also maintains operations in Stanford and Canada. The Economic Development Committee supported this agreement during a special meeting held the prior week. Additionally, the City’s Office of Economic Development expressed confidence in the project's ability to stimulate growth and benefit the local economy. Overall, the agreement reflects a commitment to fostering business growth, attracting investment, and repurposing unused properties in Middletown. Council Member Salafia made a motion to approve the ordinance and Council Member Pulino seconded the motion. The motion passed unanimously. B. Ordinance – Purchasing Ordinance Council Member Salafia made a motion to waive the rules and allow the Purchasing Supervisor, Donna Formato, to engage in discussions and Council Member Pulino seconded the motion. The motion passed unanimously. The proposed changes to the purchasing ordinance were presented by Attorney Smith, who drafted a revised ordinance aimed at simplifying and streamlining 3 the city's purchasing process. The revision was described as a significant overhaul, with the goal of addressing inefficiencies and clarifying gray areas in the current ordinance. The revised ordinance includes several major changes: The existing ordinance was described as outdated and overly complex, with incremental changes over the years resulting in a "patchwork" structure. The new version aims to start from scratch, focusing on clarity and operational efficiency. The proposed ordinance defines two primary procurement processes. The Invitation for Bids (IFBs) process awards contracts to the lowest responsible and responsive bidder. The Request for Proposals (RFPs) process is used for more complex services, where price is one of several factors considered. Additional procurement categories include sole-source procurements (used when only one vendor is available), emergency procurements, and cooperative purchases that utilize existing state or federal contracts. To reflect inflation since the last update, the ordinance proposes raising the threshold for small procurements to $5,000 and formal procurement processes to $50,000. The ordinance retains the existing local bidder preference policy, which gives local businesses a competitive edge under specific conditions. Provisions for council oversight and reporting requirements are included, particularly for multi-year contracts. However, many of the specifics were left open for future discussion and refinement. Several stakeholders expressed concerns about the practicality and implications of the proposed changes: Council members emphasized the importance of oversight for multi-year contracts, as they often commit the city to financial obligations that extend beyond a single fiscal year. Conversely, directors voiced concerns about the practicality of seeking council approval when funds for such contracts have already been allocated, such as through bonds. The proposed removal of language specific to professional services sparked debate. Some stakeholders believed that the term provided needed clarity, while others favored treating these services under the broader RFP framework. Directors raised concerns about potential delays and administrative burdens resulting from the new ordinance. The Public Works Department, for example, pointed out that variables like weather and material availability (e.g., asphalt) require procurement flexibility. Several directors expressed frustration over the lack of prior workshops or 4  consultations on the proposed revisions. They advocated for a more collaborative approach to ensure the ordinance aligns with real-world operational needs. To address these concerns, the council chair proposed organizing an offline workshop involving department directors and legal representatives. The workshop will focus on refining the ordinance and addressing key issues such as procedures for multi-year contracts, expectations around professional services and sole-source procurements, and achieving a balance between transparency and administrative efficiency in reporting. The final draft of the revised ordinance is expected to be presented at the next General Council Commission meeting. 5. Old Business A. Recruitment Efforts This item was not discussed. B. Baker Tilly Updates This item was not discussed. C. Vacancy Report This item was not discussed. 6. Adjournment Council Member Pulino made a motion to adjourn and Council Member Nocera seconded the motion. The motion passed unanimously and the meeting adjourned. 5