finance & operations committee meeting …...dr. magaly abrahante, designee from alberto...

Finance & Operations Committee Meeting Transcript

January 12, 2017

THE CHILDREN'S TRUST FINANCE AND OPERATIONS

COMMITTEE MEETING

The Children's Trust Finance and Operations Committee

Meeting was held on Thursday, January 12, 2017,

commencing at 9:35 a.m., at 3150 S.W. 3rd Avenue, 8th

Floor, Conference Room A, Miami, Florida 33129. The

meeting was called to order by Honorable Isaac Salver,

Committee Chair.

Committee Members

Honorable Isaac Salver, League of Cities Miami-Dade County Kenneth C. Hoffman, Miami Coalition of Christians and Jews Laurie W. Nuell, At-Large Member Gilda Ferradaz, Florida Dept. of Children & Families Esther Jacobo, State Attorney Representative Miami-Dade Dr. Magaly Abrahante, Designee from Alberto Carvalho, Superintendent for Miami-Dade Public Schools Steve Hope, At-Large Board Member Mark Trowbridge, Coalition of the Chambers of Commerce Maria Arista-Volsky, Assistant County Attorney Shanika Graves, Assistant County Attorney Leigh Kobrinski, Assistant County Attorney

STAFF:

James Haj, President/Chief Executive Officer

Imran Ali

Emily Cardenas

Juana Leon

Lori Katherine Hanson

1 STAFF (continued):

2 Rachel Spector

3 Stephanie Sylvestre

4 Vivianne Bohorques

5 Wendy Duncombe

6 William Kirtland

7

8 GUESTS:

9 Jannie Russell

10 Michael Nozile

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

1 PROCEEDINGS

2 (Recording of the meeting began at 9:35

3 a.m.)

4 MR. SALVER: Welcome, everybody. Welcome to

5 the Finance & Operations Committee meeting, Thursday,

6 January 12th. It's about 9:40.

7 I just want to wish everybody a Happy New

8 Year. We just want this to be another solid year,

9 everything advance and great things.

10 Okay. We have -- Madam Clerk, do we have

11 any public comment?

12 (NO VERBAL RESPONSE.)

13 MR. SALVER: Okay. Hearing none, we'll go

14 to the approval of the minutes from the November 3rd

15 Finance & Operations Committee. Do I hear a motion and

16 a second to approve the minutes?

17 MR. HOFFMAN: So moved, Hoffman.

18 MR. SALVER: Okay. It's been moved. Is

19 there a second?

20 MR. HOPE: Second, Steve Hope.

21 MR. SALVER: Are there any corrections, any

22 errors, corrections, any changes?


24 MR. SALVER: No. All those in favor, say

25 "aye".

1 (WHEREUPON, the Board members all responded

2 with "aye".)

3 MR. SALVER: All those opposed?


5 MR. SALVER: Okay. It passes unanimously.

6 Okay. Now we're going to have the section on fiscal

7 updates on providers with financial issues, and it's

8 going to be a combined effort here with William, our

9 CFO, and James, our CEO.

10 MR. HAJ: Isaac, thank you. We were going

11 back and forth with one of these providers the last

12 couple of weeks, you know, with a rocky period. And

13 what we talked and what I asked Bill to do is just go

14 through our whole portfolio, look at all the financial

15 issues, if there are, and update -- so we just wanted to

16 update the Finance Committee, as well as we have a new

17 CFO.

18 So one of his marching orders, too, was to

19 go through and just make sure that the Finance Committee

20 is well aware of any areas of improvement or potential

21 problems. So with that, Bill.

22 MR. KIRTLAND: Thank you and good morning.

23 It's been some time since we've all met in November of

24 2016. So now we're in the new year and we're trying to

25 kick it off the right way and make sure everybody is

1 fully informed.

2 And what we want to do today, what our

3 vision for today is to really be proactive in discussing

4 providers that we come across any concerns or

5 fiscal-related issues.

6 I think many of you are already aware of our

7 fiscal performance improvement plan, our program, and

8 how there's an ongoing monitoring of certain

9 organizations that either do or don't qualify for this

10 sort of classification.

11 And so what we want to do today, and the

12 report that you have in front of you, is announce some

13 movement and some changes to this report and to this

14 group of providers and really seek some of the insight

15 of this committee and its members as well as provide you

16 with an update so that you feel fully informed and

17 understand what's going on with these providers even

18 before a resolution is presented to this committee

19 regarding a contract, a renewal, so that you feel that

20 you have as much information leading up to a vote or a

21 resolution before that even comes to a vote.

22 So what we have in front of us here is a

23 listing of our movement within this group. And

24 currently, we have six members that are part of our

25 fiscal performance improvement plan.

1 It starts with -- and somebody can correct

2 me if I'm wrong with how I pronounce this --

3 MR. SALVER: I'll correct you.

4 MR. KIRTLAND: -- Chabad Chayil. Is that

5 how you say it?

6 MR. SALVER: Chabad.

7 MR. KIRTLAND: All the way down to Thelma

8 Gibson. These are our six currently active providers, a

9 part of this performance improvement plan. And let's

10 start off with the good news. We think that two of

11 these providers have shown us enough financial

12 performance and history over the past year or two that

13 give us cause to believe that they can be removed from

14 the fiscal performance improvement plan.

15 Chabad Chayil -- and I know I said it wrong

16 again -- initially, we brought on to the fiscal

17 performance improvement plan when they were a new

18 provider, and we wanted to develop a relationship with

19 this organization since, I believe, they came in

20 mid-contract cycle.

21 So we kept a close eye on how they were

22 doing financially until we received one or two audit

23 reports. And the most recent audit report we received

24 from this organization was very strong with a minimal or

25 almost no findings and very strong fiscal ratios that

1 indicate solvency and just overall good fiscal health.

2 So we think we've seen enough history there

3 where they can be removed from this, and as well as

4 Shake-a-Leg is another organization that -- and maybe

5 somebody else can speak to the contract history -- but,

6 I believe, in the past, we used to have an annual

7 contract with this program, and it recently just changed

8 to a summer-only contract.

9 And I think that restructuring really helped

10 them maybe financially, because the last -- in what

11 we've seen in previous audit reports or in previous

12 years, I should say, were numerous management letter

13 findings, operational suggestions that they need to

14 make.

15 And in their most recent audit report, they,

16 much like Chabad Chayil, almost had no audit findings

17 and just really excellent fiscal ratio scores. So they

18 nearly scored, as we score our organizations, nearly

19 perfectly on a fiscal health rating scale. So we think

20 that they also can be removed from fiscal PIP

21 classification.

22 Now, we have two other members that we would

23 like to keep looking at on an ongoing basis primarily

24 because of fiscal solvency issues, cash flow-related

25 issues, so we don't think that they necessarily have

1 made enough changes to their fiscal health to remove

2 themselves from this classification.

3 And then we -- before I introduce the

4 next -- and, sorry, I should say, that was Knowledge

5 Builders and Multi-Ethnic Youth Group Association.

6 And before I go into the next four

7 organizations that we are summarizing here on this

8 report, I want to just take a minute and discuss what we

9 consider to be a very serious issue and one that is

10 generating a little bit of movement here as far as when

11 we put a provider on fiscal PIP.

12 We keep a close eye on if there's any

13 payroll tax-related findings or disclosures in anybody's

14 annual audit report. And whether or not a payroll tax

15 audit finding is related to our program or related to

16 the organization on an agency-wide level, we consider it

17 to be a very serious issue when a provider is out of

18 compliance with the IRS because of the heavy weight

19 implications that means for the organization when

20 there's an IRS issue.

21 MR. SALVER: Bill, can I interrupt.

22 MR. KIRTLAND: Yes, go ahead.

23 MR. SALVER: I apologize. One quick

24 question, have you informed this group of providers, you

25 know, as to the top part or the bottom part, that we're

1 going to be discussing this in committee and invited

2 them, you know, possibly invited them to come to see if

3 there were questions by the committee that maybe they

4 can answer firsthand type of thing?

5 We didn't do that this time, right?

6 MR. KIRTLAND: They were not invited to this

7 committee and I'll tell you why exactly, because we are

8 in the very early stages of looking into what these

9 issues were.

10 We do have disclosures on their audited

11 financial statements that there was a payroll tax

12 payable balance or there's a payroll tax issue,

13 management letter comment or discrepancy somewhere

14 throughout the year.

15 So what we're doing now is trying to gather

16 evidence with the organizations, speak to the

17 organizations, collect as much documentation or

18 correspondence that they may have with the IRS.

19 We're also speaking with these

20 organizations' auditors that disclosed these findings in

21 their annual audit report, to have them provide to us

22 some assurance and documentation as to the most -- with

23 the most up-to-date information.

24 So what we would like to do is collect as

25 much of this information as possible and come to the

1 committee -- in a future committee, hopefully as soon as

2 the next month's committee with a better understanding

3 of exactly where each of these organizations stand as it

4 relates to these findings that were disclosed in the

5 audited financials so that they can either state a case

6 against what the findings are or possibly in the

7 meantime, if we find any resolutions to these issues,

8 that they possibly have cleared up the issue.

9 Because, again, what we're looking at here

10 are audited financials that are dated in the past. We

11 are possibly six months to twelve months from the date

12 that these issues were disclosed.

13 So there still is a possibility that they

14 have either come into compliance with the issue or

15 they've come to another resolution with the IRS, maybe

16 reached an agreement or installment plan.

17 But those are the types of details that

18 we're trying to still investigate and discover right now

19 so that we can see exactly where each organization

20 stands.

21 So what we think is a good short-term

22 resolution is to bring on these organizations into a

23 fiscal PIP classification or at least into a temporary

24 fiscal PIP classification with the Children's Trust so

25 that we can more closely monitor their month-to-month

1 activity until these issues are resolved.

2 And once we have more information at the

3 next Finance Committee meeting about where they stand

4 currently, as opposed to what's been disclosed in

5 previous audit reports, then we might be able to have

6 some sort of recommended action where we should go from

7 here forward, what kind of resolutions do we need to

8 have with each individual provider, given the severity

9 of the situation.

10 But that's essentially what we're trying to

11 determine, is how severe is each one of these payroll

12 tax findings. We are still uncertain if we have a

13 payroll tax payable balance disclosed on the balance

14 sheet because it's a simple timing issue at year-end,

15 and something in their payroll tax balance needs to be

16 paid within 15 days or a month, or if they're reflecting

17 a payroll tax payable balance that was a balance accrued

18 or incurred in previous periods that they're now seeking

19 to resolve over a long period of time.

20 MR. HAJ: So, Mr. Chair, the intent was to

21 come to this meeting to bring these before the

22 committee.

23 MR. SALVER: Right.

24 MR. HAJ: We still have -- as Bill stated,

25 we still have some more work and some findings, and to

1 bring it back next month and invite those -- going back

2 to your initial question, invite the providers at that

3 time, and we should be able to clear most of this up.

4 MR. SALVER: If I remember correctly, not

5 every organization has to submit an audit report; is

6 that correct? You know, we do fund organizations,

7 especially the smaller -- you know, the smaller-level

8 grants that we make.

9 They're permitted to provide us with a

10 compilation or review, or does the entire population of

11 our providers now, are they required to do an audit?

12 MR. KIRTLAND: Once we're contracted with a

13 provider, the core contract does stipulate that there

14 needs to be an annual audit provided to the Children's

15 Trust.

16 I think maybe what there has been some

17 exception on in the past is during the solicitation

18 process, most of our core providers come into

19 solicitation providing an annual audit, and then some

20 providers, through our CBO initiative, our

21 community-based organization initiative, provided

22 reviewed or compiled financial statements to be

23 considered for contracting.

24 MR. SALVER: Right. But once they're

25 contracted --

1 MR. KIRTLAND: Right, once they're

2 contracted --

3 MR. SALVER: -- they're obligated to provide

4 an audit.

5 MS. SYLVESTRE: Just a point of

6 clarification, our signature portfolio, YEN, YAZ,

7 parenting, early childhood, school health, all of those

8 required an audit to be contracted with.

9 The small CBO's didn't require an audit.

10 And the innovation grants, depending on how much they

11 were awarded, don't require an audit. And those, we're

12 not requiring an audit even after -- well, the

13 innovation is a year, so there wouldn't be enough time.

14 And a small CBO, we're not requiring that

15 all of them get audits. Some of them are in a state

16 where they might be audit-ready and so in the next few

17 months, we will be able to determine whether or not

18 they're truly audit-ready.

19 MS. ARISTA-VOLSKY: My understanding,

20 though, is that all of these providers on the contracts

21 that are at issue here all require audits because some

22 are court contracts.

23 MS. SYLVESTRE: Yes.

24 MS. ARISTA-VOLSKY: So that question doesn't

25 excuse of not providing an audit doesn't apply to these

1 particular programs that are brought before you today.

2 MR. SALVER: Steve and then Laurie.

3 MR. HOPE: So if a provider has a tax

4 liability, can they still be approved for funding?

5 MR. KIRTLAND: Depending on the severity of

6 their tax liability, we would make the determination of,

7 has it been resolved, how soon can it be resolved.

8 And if there's only a long-term solution for

9 that provider in resolving a payroll tax liability,

10 there may be a case for whether or not that contract

11 could be considered for execution or renewal.

12 MR. HOPE: Because in the case of Roxy,

13 they're going back from 2012 to 2014.

14 MR. KIRTLAND: Right.

15 MR. HOPE: And my assumption is that they

16 have -- currently have an existing funding, correct?

17 MR. KIRTLAND: That's correct.

18 MR. HOPE: So given that they had

19 outstanding payroll tax liability going back to 2012, I

20 assume that was not an impediment to them being approved

21 for the existing grant?

22 MR. SALVER: Maria.

23 MS. ARISTA-VOLSKY: I need to address this,

24 and I appreciate very much you're raising Roxy, because

25 that is the key issue, and we have been in conversation

1 with staff for several weeks regarding Roxy. We've had

2 concerns. We've had meetings with staff on the phone

3 regarding our legal issues with Roxy.

4 And let me give you the information that we

5 have learned and what our position is in relation to

6 Roxy. A resolution came to us for approval to recommend

7 a summer program for Roxy for this summer.

8 When the resolution came to me, I was very

9 concerned with the fiscal issues that were in the body

10 of the resolution. And I said, I'm not approving this,

11 we need to have a conversation.

12 Since then, more questions were asked and

13 more information was provided that was not provided

14 initially in the body of the resolution that was sent to

15 us for legal approval.

16 Since then, we learned that the summer-only

17 program that Roxy had last year that ended, it was a

18 summer-only program, it was from March 1, 2016 to August

19 31, 2016, meaning that that entire period is over and

20 that contract period is over.

21 That contract had a performance improvement

22 plan, and that contract disclosed that the Children's

23 Trust was its sole source of funding, was the primary --

24 main source of funding, the language that that said, and

25 that at that time, there was non-compliance with the

1 payroll taxes.

2 And I asked the question, Well, how much

3 does Roxy owe IRS. The e-mail that I received from Bill

4 was that the original balance owed total $52,590.00.

5 And that was in May -- on May 12th of 2015, they had

6 agreed with IRS to pay $52,900.00.

7 MR. SALVER: 2015.

8 MS. ARISTA-VOLSKY: 2015, correct. From May

9 2015 to December 31st, 2015, that outstanding balance

10 owed to IRS went from 52.9 to $66,000.00, so it

11 increased by virtually, you know, $14,000.00.

12 So I asked, Well, what is the current

13 liability of their tax roll owed to IRS. And I guess

14 that's the information that you don't have at this time.

15 The point that we had, and our concern was

16 that the entire time that the 2015-2016 contract existed

17 with the Children's Trust for last summer's program,

18 they were in breach. They were in breach the entire

19 time they were in performance improvement plan that they

20 never corrected.

21 So the entire duration of that contract,

22 we're their main funder, they have this ongoing tax

23 liability that increased during the period of time --

24 during the period of time of the contract and was never

25 satisfied and remains in breach.

1 We were not advised of that. That never

2 came to this committee or to the Board. And at that

3 time, that contract would have been subject to

4 termination.

5 Our position is that -- and since then, we

6 were provided with additional information that in the

7 course of this past year, the organization has changed

8 locations for its operations approximately -- excuse me,

9 in the last couple of years -- five times.

10 And it had problems with keeping the number

11 of children enrolled in the program because of their

12 change in location and they did. So they have ongoing

13 issues programmatically in addition to the ongoing

14 fiscal problems that they have.

15 From a legal perspective, we feel that --

16 and this has happened in the past. This is not anything

17 new, as I remember reviewing letters from Charles in the

18 past where contracts had been terminated by providers,

19 that staff has a fiduciary responsibility to present

20 programs for approval that are using tax dollars

21 appropriately.

22 The Board has a corresponding fiduciary

23 responsibility to approve programs that are performing

24 well and are fiscally sound for funding with tax

25 dollars.

1 The Board is free to enter into a bad

2 business decision if they want to do so. And if they

3 want to choose to do that, that is fine.

4 But our legal recommendation on this matter

5 is that we do not feel comfortable approving for legal

6 sufficiency a program that has such substantial IRS

7 implications.

8 Regardless of whether you're still

9 investigating them or not, that contract for last summer

10 started and ended. And what we suggested to them, in a

11 phone conversation this past weekend, I thought we were

12 in agreement and now I see this thing that it is

13 recommended for funding for fiscal PIP, which is

14 contrary -- Shanika, you correct me if I'm wrong --

15 contrary to the way our conversation ended with you

16 guys, okay?

17 MS. SYLVESTRE: So --

18 MS. ARISTA-VOLSKY: Wait, wait, wait, I'm

19 not done. I'm not done. Our position, as the

20 attorneys, is that we do not feel comfortable entering

21 into a new contract, approving for legal sufficiency, a

22 new contract with a provider that has performance issues

23 and that they've been jumping around to multiple

24 locations, having problems with keeping their children

25 enrolled, and have these financial responsibilities owed

1 to IRS.

2 If the Board chooses to ignore our legal

3 recommendation, that's fine. They're free to do so.

4 But we have advised the Board appropriately and advised

5 staff appropriately that we do not recommend, from a

6 legal perspective, funding for this program.

7 Now, that doesn't mean that if these things

8 are not corrected next year, Roxy can reapply for

9 funding. If there's another competitive solicitation or

10 another opportunity for Roxy to apply for funding and

11 has corrected these things, fine, that's fine. They can

12 apply and they can be considered just like anybody else.

13 But at this time, for a resolution to come

14 before this Board for a summer contract, which is what

15 the resolution that was brought to us for review, to

16 approve a resolution for a contract this summer, we

17 cannot approve it.

18 MS. SYLVESTRE: So Maria is correct.

19 MS. ARISTA-VOLSKY: And what we were told --

20 excuse me. What we were told is that this was being

21 pulled and was not going to be presented to the Board,

22 and you were going to recommend that it not be funded.

23 And we see this here differently which surprises us.

24 MS. SYLVESTRE: Okay. So Maria is

25 absolutely correct. We had a conversation last Friday,

1 and we are all in agreement that we are not going to be

2 entering into a contract with Roxy. Because to Maria's

3 point, there is only one justification that Roxy has

4 that would make sense for us to enter into a contract

5 with them, and that justification is not strong enough

6 for us to say with confidence that this is a good

7 business decision, so we are not entering into a

8 contract with Roxy.

9 The one thing, that when we had a

10 conversation with Roxy in November, before we even

11 considered bringing it to the Board, we had a

12 conversation with the organization, and we said to them,

13 we were not comfortable.

14 And their response was, they have found a

15 stable home and they're starting to rebuild their paying

16 client base. And that seems reasonable. This space

17 that they're in is, in terms of providing more access to

18 more children.

19 But to Maria's point, it's only since

20 November. So you've got November, December, January.

21 It's three months. So we could have another

22 reoccurrence that has happened in the past where in the

23 next two months, they move -- they move again, and

24 that's the problem that's been creating the issue is

25 that they have not been able to have a stable home.

1 They had a stable home. The building was

2 condemned. And they've been trying to find a stable

3 home over the past few years and that's created a

4 financial issue.

5 So we've agreed that we are not entering

6 into funding with Roxy, and we are in conversations with

7 our other providers in the area to see how they can

8 assume this contract and be able to continue services in

9 the area because that's an area where we do not have a

10 lot of services and we don't want to lose the slots.

11 MR. HOFFMAN: So, I mean, I appreciate what

12 you say, but I don't see that we're taking any legal

13 action here, first of all. But correct me if I'm wrong.

14 I mean, obviously, payroll issues are serious,

15 particularly because they could also affect not just the

16 financial solvency of the non-profit status of the

17 organization.

18 So we don't have -- the remedy normally does

19 not necessarily terminate a contract. So we don't have

20 a rule that I'm aware of that says something that's on a

21 fiscal PIP for payroll or other reasons couldn't be a

22 contracted party. Maybe we should have that rule but

23 that's not the rule.

24 MS. ARISTA-VOLSKY: It's not a rule, but in

25 the past, I know contracts have not been reapproved for

1 renewal. This is not a terminating thing. There is no

2 ongoing --

3 MR. HOFFMAN: I understand. But we're

4 not -- I don't -- we're not there. We're not looking at

5 the contract. We're not looking at a contract. We're

6 not voting on a contract right now.

7 So I guess my question is, though, when

8 somebody goes on a fiscal PIP for this issue, is it

9 different than other issues or are we doing the same

10 thing?

11 Because Roxy, the one that has an IRS plan,

12 that's like borrowing money. The IRS has said, we'll

13 lend it to you and we won't take any action. But if

14 there's still a financial issue, do we have -- what does

15 our plan provide? Do we terminate an existing contract?

16 Do we not contract anybody who would be on a fiscal PIP

17 is they have those --

18 MR. KIRTLAND: Right. There have been

19 situations where we enter contracts with an

20 understanding that that provider's already going to

21 execute a contract while being placed on fiscal PIP.

22 And the reasons they've been on fiscal PIP

23 in the past may vary, whether or not it's been a payroll

24 tax issue or a solvency issue, as you see also listed on

25 this report.

1 However, when it's a payroll tax-related

2 issue, and as is the case that we're discussing with

3 Roxy, is that we're looking for some sort of resolution

4 in the short-term when it comes to payroll tax issues.

5 We do not want a payroll tax issue to

6 continue year after year after year, even if they've

7 come to some sort installment plan with the IRS, as is

8 the case with Roxy.

9 So we're looking, I think, within one

10 contract term to see if you have been able to settle

11 your outstanding payroll tax debt with the IRS and being

12 able to consider whether or not that contract is

13 breached or renewed.

14 When you're on a fiscal PIP for payroll tax

15 issues or on fiscal PIP at all, when you're submitting

16 your monthly invoices to the Trust, we ask for monthly

17 internal financial statements to be provided to the

18 Trust to monitor solvency and other accounts, as well as

19 look at all the documentation that supports your

20 invoices that you submit to the Trust.

21 However, if you're on a fiscal PIP because

22 of a payroll tax issue, this is a document that we also

23 collect outside of any of the -- necessarily any of the

24 documentation that supports your invoice.

25 We want to see the regular communication

1 between your agency and the IRS to verify that you are

2 paying some sort of installment plan, if it's to satisfy

3 a short-term debt.

4 So when you're on a fiscal PIP because of a

5 payroll tax issue, we take a much closer look at what

6 the resolution of that payroll tax issue is and whether

7 or not you're following the terms of your agreement with

8 the IRS.

9 MS. NUELL: And in their case, they weren't,

10 right, because obviously their debt is going up.

11 MR. SALVER: Right, so they're probably in

12 non-compliance --

13 MS. ARISTA-VOLSKY: And that non-compliance

14 has been since 2013.

15 MR. KIRTLAND: That's what I --

16 MS. NUELL: But you don't know --

17 MR. KIRTLAND: -- feel I need to clarify

18 about Roxy. According to their balance sheet

19 statements, there's a decrease from one year to the

20 next.

21 Now, at a recent statement that I think is

22 creating some confusion, they had a lower balance than

23 what was disclosed on their last audited financial

24 statement date.

25 So what we still are trying to verify is

1 what that statement's balance included, because it

2 didn't have the payments that they had been saying that

3 they were making to the IRS stated on it. So that's

4 what we're still in the process of trying to verify.

5 MR. SALVER: How many slots -- you know, how

6 many slots are we talking about?

7 MS. SYLVESTRE: A hundred and fifty slots

8 for summer-only. And we've already spoken to the

9 provider and they have no -- they are not protesting the

10 fact that we are not going to be entering into a

11 contract with them.

12 And they've been open to the concept of

13 working with another provider to see how the services

14 can be provided. We just reached out to the provider on

15 Monday, so this is not something that you just turn

16 around in a week. So we believe, in the next couple of

17 weeks, we should have a resolution to this situation.

18 MS. ARISTA-VOLSKY: Okay. The e-mail I

19 received on the 22nd, which you also received,

20 Stephanie, and I think you were copied, Shanika, it

21 says: "In 12/31/2013, they were placed on fiscal PIP

22 due to the fact that they were deemed out of compliance

23 with their payroll tax obligations."

24 12/31/2014, audited financials, indicated

25 they agreed upon an installment payment and that there

1 was an ongoing concern. And then again 2015, there was

2 an ongoing concern and they were still, you know, deemed

3 not in compliance with their payroll tax obligations.

4 And this is not a new thing. This has been

5 going on for sometime. And, you know, we're always

6 supporting that children be provided programs. This is

7 not the issue.

8 The issue is funding a provider that is not

9 shown to be responsible in the way they administer their

10 finances.

11 MR. SALVER: Bill, when they submit for

12 reimbursement -- this is like the way the contracts

13 work, they get reimbursed -- they put an amount of

14 payroll --


16 MR. SALVER: -- and that payroll amount,

17 does it include accrued, you know, whatever the tax is

18 that relate to that payroll? I mean, we reimburse that,

19 right?

20 MR. KIRTLAND: Exactly. We expect, every

21 month, to see the gross payroll associated with an

22 individual and the associated payroll taxes. If there's

23 not --

24 MR. SALVER: Right. Isn't it separate lines

25 or --

1 MR. KIRTLAND: Separate line items, and if

2 there's not a payroll --

3 MR. SALVER: Separate lines and then payroll

4 taxes?

5 MR. KIRTLAND: Exactly. And if there's not

6 a payroll tax disclosed in that report, that would raise

7 an issue or a red flag to us and we would have to go

8 speak with that provider and ask as to why that

9 happened.

10 In Roxy's case, you know, there is the

11 possibility, not to say everything happens within a

12 vacuum, but there is the possibility that payroll taxes

13 are satisfied with the employee that we fund and

14 possibly a payroll taxes issue -- payroll tax issue

15 arises somewhere else in the organization.

16 But that's where we typically rely on our

17 auditing organizations to commence their audit field

18 test work and try to create some kind of connection in

19 their audit reports and to disclose to us whether or not

20 there's an over-billing issue in an amount that we need

21 to re-collect from those organizations.

22 MR. SALVER: Now, this is just one out of

23 four that have payroll tax issues.


25 MR. SALVER: And I'm a little bit concerned

1 about the last one, Teen Upward Bound. Was that one of

2 the programs that was in Alexander Rebb's care?

3 MR. KIRTLAND: Yes, they were one of the

4 programs in the Alexander Rebb fiscal capacity-building

5 program, along with MEYGA and Belafonte Tacolcy. But

6 Belafonte Tacolcy is not disclosed on this list, but our

7 Multi-Ethnic Youth Group Association is.

8 MR. SALVER: So what happened with Teen

9 Upward Bound?

10 MS. ARISTA-VOLSKY: Which is MEYGA.

11 MR. KIRTLAND: Correct.

12 MR. SALVER: Right. Teen Upward Bound,

13 though, I thought they were making progress, according

14 to meetings that we had last year.

15 MR. KIRTLAND: Right. We had an audit

16 report when we took them off of fiscal PIP, in our

17 recommendation to take them off of fiscal PIP, where

18 they did not have a payroll tax finding disclosed as of

19 their December 31st, 2014 audited financial statement.

20 So a payroll tax issue that was disclosed on

21 their most recently submitted audited financial

22 statements as of December 31st, 2015 was an issue

23 disclosed not previously disclosed in a prior year.

24 MR. HOFFMAN: One of the things, I discussed

25 this with Bill is, part of the issue here is, I think

1 we're way behind in terms of being able to determine

2 what is the problem and start working with these

3 organizations.

4 Because Bill is talking -- here, we're

5 talking about a 2015 financial statement, which means

6 the problem really probably started occurring sometime

7 in 2015.

8 And so one of the questions I asked Bill is

9 whether, putting aside whether we contract with people

10 who have problems that we're working with, which I think

11 we should, if it's reasonable to do so, is coming up

12 with an early warning system, particularly for payroll

13 taxes. And maybe there are other types of issues that

14 we ought to do this with.

15 But, for example, instead of waiting six

16 months after the year-end or eight months, because we

17 have to review and then start asking questions, getting

18 some sort of certifications upfront or in the

19 reimbursement request or something on a regular basis

20 that at least gives us a leg to stand on when we find

21 out either they say, we have a payroll issue, in which

22 case, we start working with them right away, or they

23 don't, and then we have an issue and they present us

24 with audited or monthly financials that show they do.

25 Because my fear, and I didn't see this

1 before, is that we're so far behind in actually

2 assessing whether somebody has this type of problem.

3 MS. ARISTA-VOLSKY: That recommendation was

4 made by Don Bierman a long time ago when he was on this

5 committee --

6 MR. HOFFMAN: Smart guy.

7 MS. ARISTA-VOLSKY: -- if you remember that.

8 Very smart guy and wonderful Board member, and he was a

9 big loss when he left. But that's a good

10 recommendation.

11 MR. SALVER: Unfortunately -- let me tell

12 you. This is a really bad analogy. But non-payment of

13 payroll taxes, in my opinion, is the equivalent of

14 heroin to a drug user. Once -- you know, once an

15 organization gets accustomed to not paying the

16 government payroll taxes, which is other people's money,

17 it just becomes easier and easier, and they kind of get

18 addicted to this financing, which is really not

19 financing.

20 It's really stealing from employees for

21 current operations, which, in my opinion, is, you know,

22 and an opinion of the government is, you know, it's not

23 only inappropriate, it borders on criminality because,

24 you know, that's the only type of tax where the

25 government, you know, can go after key players in an

1 organization personally, you know, for these funds.

2 So, I mean, this is -- and, of course, they

3 can levy all grants and all income and things like that,

4 and it's just a situation that we don't really want to

5 be involved in. And it's hard to really -- and it's

6 kind of like a quagmire.

7 MS. ARISTA-VOLSKY: And you're the sole

8 funder. The Children's Trust is the primary funder.

9 MR. SALVER: Well, if we're the sole funder,

10 then it's even worse.

11 MS. ARISTA-VOLSKY: Thank you very much.

12 MR. SALVER: It's even worse. Because one

13 of the things I discussed with Bill is that maybe some

14 of these organizations can go out and seek other sources

15 of funding, you know, like on a one-shot basis or a

16 grant, just to get them current on their payroll taxes,

17 to wean them off this non-payment of payroll taxes.

18 But, you know, I agree with everything that

19 Maria said in that we need to step back and analyze the

20 way we renew these contracts.

21 MR. ALI: Mr. Chair --

22 MR. SALVER: Yes, sir.

23 MR. ALI: -- a point of clarification, in an

24 effort to try to get this out to you yesterday, a week

25 after our discussion, I think what Jim and I missed, the

1 continuation of the PIP, we came in here with the intent

2 for the agreement with the authorities what we had

3 agreed to last week, that there would be no contract or

4 no resolution.

5 So we're not going back on what we had

6 agreed to, so the terminology is correct.

7 MS. ARISTA-VOLSKY: So this was a typo?

8 MR. HAJ: This line should have been omitted

9 but we just tried to get it at the last minute last

10 night.

11 MS. ARISTA-VOLSKY: Thank you.

12 MR. KIRTLAND: Right. It's a miss because

13 they've always -- when we've had previous contracts with

14 them, they've been on fiscal PIP. So, right, the

15 wording says, "continue on fiscal PIP" but it's not that

16 they have an active contract on those recommendations

17 for renewal.

18 MR. ALI: Mr. Chair, Jannie Russell from

19 Teen Upward Bound is here and just wanted to say

20 something, if you don't mind.

21 MR. SALVER: Okay, absolutely. We'd welcome

22 you to make comments.

23 MS. RUSSELL: Good morning. I'm glad that I

24 made my way up this morning. I'm Jannie Russell, the

25 executive director of Teen Upward Bound, and one of the

1 agencies that was discussed about fiscal PIP and payroll

2 issues.

3 I, first of all, thank you at the Trust that

4 you all have allowed us to continue providing services

5 in the City of Opa Locka. And we, in the past, have had

6 payroll tax issues and the Internal Revenue Service

7 didn't contact me. I wasn't able to make a payroll tax

8 within a period.

9 And I contacted the Internal Revenue Service

10 to see how can I resolve that and continue going

11 forward. In return, I got a compliance officer assigned

12 to me that was kind of rough.

13 But anyway, we got through the process and

14 we got a plan in place. And we did a compromise, an

15 offer in compromise.

16 And we presented that to the Internal

17 Revenue Service, which you have to send a portion, 20

18 percent of what you owe.

19 And as a small organization, we owed under

20 $20,000.00. The payroll taxes were under $10,000.00.

21 But the penalties and interest was the thing that was so

22 high.

23 So we have worked -- and why it seemed like

24 it's such a long process is not that we're continuously

25 in non-compliance. It's just that we had gotten an

1 attorney that was astronomically high, so we decided to

2 walk the process through ourselves.

3 And that's why it seemed like it's like an

4 ongoing issue. But it's not really an ongoing issue.

5 It's just that we're walking ourselves through the

6 process.

7 The amount of money that's owed in terms of

8 the Internal Revenue Service is less than $5,000.00.

9 But the penalties and interest is the thing that's

10 taking so long.

11 And each time that we contact them, it

12 takes, like, 180 days for the Internal Revenue Service,

13 for them to get back to us.

14 So in the meantime, we don't want to just

15 pay it off, because we want them to abate, which they

16 said they can abate all the penalties and interest and

17 we'd just be responsible for that small portion.

18 Whether we'll go ahead and try to get the

19 whole amount and pay it, that means that us, as a small

20 organization, will be putting ourselves more in a

21 financial bind.

22 So that's why it seemed like this is a long

23 thing. But every month, we provide to the Trust where

24 we pay our payroll taxes, so we're not getting new

25 penalties, you know. It's not like a new thing that's

1 going on. It's that same one, but we're just walking

2 the process through and that's why it seems like this is

3 taking forever.

4 But for a small organization, you know, you

5 can't afford to get an attorney.

6 MR. SALVER: When did you file the offer of

7 compromise?

8 MS. RUSSELL: In 2015.

9 MR. SALVER: Back in 2015?

10 MS. RUSSELL: Yes.

11 MR. SALVER: And so by now, certainly, you

12 would have gotten indication as to what their

13 determination is.

14 MS. RUSSELL: Yes. They told us at the end,

15 I think, end of last year, you know, I went through a

16 bout of sickness, so I was kind of out of it for a

17 little while.

18 And they told us in 2016 that we had to

19 reapply --

20 MR. SALVER: Resubmit the offer of

21 compromise?

22 MS. RUSSELL: -- resubmit the offer in

23 compromise. But the part that we owe, that we didn't

24 know, that we could have told them when we gave them the

25 $4,000.00, when we gave them the $2,500.00, that does

1 directly to the Trust portion amount.

2 MR. SALVER: Did you tell them that?

3 MS. RUSSELL: We didn't know to tell them

4 that.

5 MR. SALVER: So they just applied it to the

6 penalties?

7 MS. RUSSELL: Yes.

8 MR. SALVER: Right. So then -- so that's

9 difficult, you know --

10 MS. RUSSELL: So as you go, you learn,

11 because we don't know. But now, we're in the process of

12 negotiating with them, that maybe we could appeal and

13 say, take that money that we -- the $2,500.00 went

14 directly to the Trust portion amount because we found

15 out, you know.

16 But the $4,000.00 that we paid last year, we

17 paid $6,500.00 in all. We could have paid off the Trust

18 amount. So that's what we're working on and trying to

19 get it resolved immediately but, you know --

20 MR. SALVER: So the resubmission of the

21 offer in compromise, when did you do that, like the

22 second submission?

23 MS. RUSSELL: The resubmission of the offer

24 in compromise was done in December.

25 MR. SALVER: December of 2016?

1 MS. RUSSELL: Yes, because we just found out

2 in November that the offer in compromise had to be

3 resubmitted because they can't -- they took that money

4 and applied it to something else.

5 But, you know, it takes them 180 days before

6 they get back to you.

7 MR. SALVER: Yeah, before they make a

8 decision on that, yes, it's an incredibly slow branch

9 there. That's a branch that's incredibly slow.

10 MS. RUSSELL: So we're trying to walk the

11 process through. But we haven't gotten any new tax

12 liability.

13 MR. SALVER: Right. Were you 100 percent

14 current and compliant with 2015 and 2016 --


16 MR. SALVER: -- no taxes, no problem at all?


18 MR. SALVER: Because a lot of times, I mean,

19 current compliance testifies by itself on your behalf,

20 you know, that says, hey, look, you know, we're changing

21 our ways, we're doing things right.

22 And, you know, they'll look at your offer in

23 compromise, you know, much more open and accepting.

24 Stephanie, did you want to say something?

25 MS. SYLVESTRE: Yes. So I just want to,

1 like, clarify the timeline to just -- because this issue

2 is for the year -- for Teen Upward Bound's fiscal year

3 2015, which is the audit that we're using.

4 We engaged Alexander Rebb to help them in

5 July 2015 to June of 2016. So I just want to make sure

6 that we don't leave this meeting thinking that somehow

7 while we were helping them, this problem occurred. This

8 was prior.

9 And as Ms. Russell stated, they're in

10 compliance with the recent taxes, so they're on the

11 path. And this is one of the challenges that we have

12 with using our audits, is this is definitely -- and I'm

13 for sure a proponent of continuing to use audits to

14 determine the fiscal health of an organization, but

15 sometimes there's a lag.

16 And this is why we need to be sensitive when

17 we put in rules about whether or not we want to just

18 straight out breach an organization. We need to do a

19 deep dive into the organization, understand what's

20 happening, timeline sequences, to make sure that we're

21 not inadvertently creating a problem that has already

22 been solved or aggravating a problem, sorry, that's

23 already been solved.

24 MR. SALVER: Maria, you're aware of all

25 these matters, right?

1 MS. ARISTA-VOLSKY: Not of all of them

2 specifically because they don't bring them all to our

3 attention.

4 MR. SALVER: Well, how about --

5 MS. ARISTA-VOLSKY: The Roxy one did come to

6 our attention because it came via a resolution that was

7 being brought for approval before this committee. But

8 specifically as to these other ones, unless they bring

9 them to us or ask legal to review or get involved, we

10 don't typically know about them.

11 MR. SALVER: Right, because my question was

12 going to be, you know, how do you, as our attorney,

13 compare Teen Upward Bound's situation to Roxy Theater?

14 MS. ARISTA-VOLSKY: We haven't been provided

15 with all of that information to really be able to assess

16 it. I mean, this is the first time that we see this

17 document and that we are hearing the overall

18 presentation because it's not discussed with us.

19 MR. KIRTLAND: And that's what we're seeking

20 to provide by our next Finance Committee meeting is the

21 details. We had more detail available for the Roxy

22 Theater Group situation compared to our other three

23 situations, which came to light really just in the past

24 week or two.

25 So using the Roxy Theater model and

1 discussion that we had, we just wanted to be proactive

2 again and say that we knew there was at least an issue

3 that needed to be looked into, and we wanted to bring it

4 there to notify the committee that we're looking into it

5 and going to provide the same level of detail that we

6 felt that we knew for the Roxy Theater Group situation.

7 MR. SALVER: Right. How many providers do

8 we have in total?

9 MS. SYLVESTRE: A hundred and thirty. We

10 have 130 providers.

11 MR. SALVER: A hundred and thirty?


13 MR. SALVER: So, I mean, really, I mean,

14 looking at the sheet, it's not bad, right? I mean, this

15 is a pretty small percentage of folks that are on fiscal

16 PIP. So, I mean, I think we're doing something right.

17 MS. SYLVESTRE: Yeah. I mean, if I can just

18 do a little plug for the providers, we're really happy

19 about the fact that we have, as a whole, our portfolio

20 is performing. Our providers are working well with us.

21 And we've built enough trust that we're

22 getting ahead of the problems. So some issues, before

23 it becomes a big catastrophe, and we're looking at ways

24 to get in front of it even more automation and so forth.

25 MR. SALVER: And before -- did you have --

1 MS. JACOBO: I just had a quick question.

2 Is this -- as I understood the chart, these

3 organization -- are these all the organizations that are

4 on fiscal PIP or are these just organizations that

5 you've looked at the tax issue?

6 MR. KIRTLAND: It's a little bit of both.

7 You see the first six organizations that we have on this

8 listing, all the way down to Thelma Gibson, are current

9 fiscal PIP members.

10 However, we were recommending that two of

11 them, because of their good performance, can be removed

12 from fiscal PIP. And then the two members, O Farrill

13 and Teen Upward Bound, the last two providers on this

14 listing, they're recommended for at least a temporary

15 fiscal PIP, recommendations that we can dive into these

16 issues and figure out if there's any resolution.

17 MS. JACOBO: But are there other

18 organizations that are not on here that are on fiscal

19 PIP?

20 MR. KIRTLAND: No, these are all

21 organizations that are on fiscal PIP. And anytime --

22 and there's no payroll tax issues outside of fiscal PIP

23 because a payroll tax issue is really an automatic

24 qualifier for us monitoring the organization and placing

25 you on fiscal PIP.

1 MS. ARISTA-VOLSKY: I just want to add

2 something while this conversation is ongoing. And this

3 goes back to, Ken, your suggestion. I think it's an

4 excellent suggestion.

5 I think it would be a good recommendation

6 for the committee to make the staff, as well as setting

7 some time parameters as to when you would want staff to

8 come and bring these kinds of issues to the Board, at

9 least to this committee to keep you abreast of any

10 ongoing concerns.

11 Over the years, like I said, Don Bierman was

12 actively involved in it. And these discussions took

13 place as to when audit reports should be brought in,

14 should we let programs be renewed for contract without

15 having current audit information.

16 And there was an active discussion that

17 sometimes it was difficult for the providers to have the

18 audits up-to-date. And you will remember that. I think

19 you were on this committee as well.

20 But I think that it's helpful for staff to

21 get your guidance. As a committee, you have, together,

22 good business sense. You have -- you provide a

23 background and a support that staff can use and can

24 benefit from. And it's helpful when that inter-exchange

25 takes place. I think it's helpful to staff in a very

1 positive way.

2 And it's ongoing for us in contracts to try

3 to avoid future problems or to figure out ways to best

4 maybe steer things to avoid them or help resolve them.

5 MR. SALVER: Yeah. Well, I think this was a

6 first step in introducing us to a little bit more of the

7 retail nature of what we do. And I think it's going to

8 evolve into something where once we have the detailed

9 information within these organizations, that we can

10 actually give our recommendations based on our own

11 personal background and experience.

12 And, you know, before we move on -- we're

13 going to move on because we've dwelled on this a lot.

14 Ms. Russell, I just want to say that I, for one,

15 appreciate your presence here and the input, you know,

16 in this conversation, because it's very, very important.

17 You know, you've kept us abreast of what the latest

18 developments are and what the picture is.

19 And you can see the importance of the

20 information that you brought us. And I know that in my

21 opinion, it was very helpful what you added to the

22 conversation.

23 MS. RUSSELL: If I may, what I've learned

24 over the years in dealing with the Internal Revenue

25 Services, everybody deals with you differently. So

1 every time you get a compliance officer, it's like

2 something different.

3 And I try to deal directly with them so I

4 could get a relationship. And it's not always easy, you

5 know, not knowing the law, not knowing how -- you know,

6 not having the time to read through 100 pages to know

7 where you need to be as an organization.

8 So, you know, it's taken us a long time. I

9 hope that by June, we could have it -- the Trust portion

10 will be paid off. But I want the Internal Revenue

11 Service to update the penalty.

12 MR. SALVER: Right, right.

13 MS. RUSSELL: And the only thing I have to

14 do is to wait until they do that.

15 MR. SALVER: Right. My job -- I'm a tax

16 practitioner. I have a CPA firm that we do, like,

17 primarily tax, so I feel your pain, okay? So I deal

18 with them every day. And you don't know who you're

19 getting. It's like a Roulette wheel. Gilda?

20 MS. FERRADAZ: Yeah, I just have a question.

21 Back to the discussion earlier on the timing and when we

22 find out, because this says that the most recent

23 financial statement audit disclosed this issue. This is

24 a new issue that's come to our attention, but Ms.

25 Russell says that she's been dealing with this issue

1 since 2015.

2 So I don't understand how it is that she's

3 been dealing with this issue for all this time trying to

4 resolve it and we weren't aware of it. Is my

5 understanding correct, the way I'm reading this?

6 MS. SYLVESTRE: No, we were aware that they

7 were working with us. We were aware. They've been

8 providing us updates.

9 MS. ARISTA-VOLSKY: And they've been on

10 fiscal PIP before and Alexander Rebb was assigned to

11 help work with them and with MEYGA and with Belafonte

12 Tacolcy in that period. And this has been an ongoing

13 thing.

14 MS. FERRADAZ: Okay. So it's not just the

15 most recent?

16 MS. ARISTA-VOLSKY: Right, right.

17 MS. FERRADAZ: It's been --

18 MS. SYLVESTRE: Yeah, we took them off of

19 PIP and then there's a possibility we might have to put

20 them back on. And we're bringing this to -- we're

21 bringing this up.

22 But like what Bill said, this is a preview.

23 We're starting to have additional research before we

24 make a final decision.

25 MR. SALVER: Yes, Mark.

1 MR. TROWBRIDGE: My comments are very quick

2 because I know we're going to move on. But I think it

3 bears reiterating that only six now of our 130 providers

4 are on a type of oversight.

5 But utilize us a little bit more, because, I

6 think, in my two years on the subcommittee, we've only

7 really looked and drilled down into the PIP maybe two or

8 three times.

9 So, you know, in order to keep that ongoing

10 dialogue, feel free to bring this back as often as

11 necessary. Plus, I also think it provides an obvious

12 platform at this level, instead of at the full Board

13 meeting, to have some of our providers to come in and

14 share the challenges.

15 I mean, hearing even from our chair, that

16 when you're dealing with payroll, which now the great

17 majority are dealing with that, that's a long, long,

18 painful process. So even if there's just some warm,

19 fuzzy feelings, we can convey those to you, so thank

20 you.

21 MS. NUELL: And I just have a little, quick

22 comment just to say, "thank you". I think that I don't

23 ever recall having a report like this. I think, often,

24 it's always like we're pedaling backwards. Something

25 comes up at the Board and then it becomes a thing.

1 And so I think it's just great. And even

2 though you don't have all the answers, it's just letting

3 us know that these are issues that are occurring. So I

4 appreciate the transparency and the discussion. I think

5 it's much easier to discuss these issues in this format

6 as opposed to having it be acrimonious. So thank you.

7 It's a great way to start the new year.

8 MR. SALVER: Absolutely.

9 MR. TROWBRIDGE: So do you need us to move

10 the item?

11 MR. SALVER: Yeah, I don't think there's

12 anything -- this is for informational purposes only.

13 MR. TROWBRIDGE: So we don't have to vote on

14 anybody being removed or added?

15 MR. SALVER: No, no, no, we're not doing

16 that right now. Okay, James.

17 MR. HAJ: Resolution 2017-A. In 2016,

18 SwitchBoard of Miami was faced with severe financial

19 troubles and forced to cease its operations.

20 SwitchBoard sought to transfer its assets, including

21 three of its contracted programs with the Children's

22 Trust, the Jewish Community Services, on November 14th,

23 2016.

24 This Board authorized the negotiation and

25 execution of the three contracts with JCS. These

1 contracts were to commence on December 1st, 2016. Due

2 to delays in the filing of an Assignment for Benefits,

3 the sale of SwitchBoard's assets to JCS was only

4 approved by the Court on December 6th, 2016, and a bill

5 of sale agreement was executed on December 12th, 2016.

6 It is therefore recommended that the Board

7 amend the start date to these three contract with JCS on

8 December 1st, 2016 to January 1st, 2017.

9 MR. SALVER: I'll move it.

10 MR. TROWBRIDGE: I'll second it.

11 MR. SALVER: Okay. It's been moved and

12 seconded. Is there any discussion, questions? We

13 talked about this, I think, in the general Board

14 meeting.

15 MR. HAJ: This was unanimously approved at

16 the Board. However, we're just changing the start date

17 from December 1st to January 1st.

18 MR. TROWBRIDGE: And everything is fully

19 completed now?


21 MR. SALVER: Maria, this is just a technical

22 change?

23 MS. ARISTA-VOLSKY: Leigh is the one that

24 handled this. I will let Leigh address this.

25 MS. KOBRINSKI: Yeah, they had some -- they

1 did a bill of assignment instead of a sale so that they

2 could avoid taking on their liabilities, and so that was

3 completed on December 12th.

4 MR. SALVER: Okay. So now we're just moving

5 forward with kind of clean slate. And things are going

6 well with the JCS?

7 MR. HAJ: Yes.

8 MR. SALVER: Okay, perfect.

9 MS. FERRADAZ: So I have a question. So was

10 this contract assigned or was it terminated and we did a

11 new contract?

12 MS. SYLVESTRE: What's that?

13 MS. FERRADAZ: Was the contract with

14 SwitchBoard terminated and then we did a new one with

15 JCS or it was just assigned?

16 MS. SYLVESTRE: No, it's terminated. We

17 terminated the contract. So in here, we terminated the

18 contract. We were going to terminate the contract with

19 SwitchBoard effective November 30th. We terminated it

20 effective December 31st.

21 MS. FERRADAZ: So we hadn't terminated it

22 yet?

23 MS. SYLVESTRE: No, we hadn't terminated it

24 yet.

25 MR. HAJ: And services were not interrupted

1 during this time period.

2 MR. HOPE: Just a question for informational

3 purposes. Now, the contract is 1.5, so seeing that we

4 moved it to January 1, I guess there were no

5 disbursements in December, correct?

6 MS. SYLVESTRE: No.

7 MR. HAJ: No.

8 MR. HOPE: So how does that fit into the

9 budget for the current fiscal year? Does that

10 $128,000.00 for that month, is that going to be

11 reallocated to another program?

12 MS. SYLVESTRE: No, no, no, no, no. So the

13 services continued. There was no break in service. So

14 SwitchBoard continued providing the services in December

15 and then JCS.

16 So it's basically -- it's more -- the way

17 this worked, it's more of a paperwork thing than it is

18 in terms of, we're going to pay SwitchBoard up until the

19 31st and then we're going to start paying JCS.

20 MR. HOPE: Even though you had a dissolution

21 on December the 6th?

22 MS. SYLVESTRE: No, no, no, no, no.

23 MS. ARISTA-VOLSKY: It's amending the

24 resolution end date and start date.

25 MS. SYLVESTRE: SwitchBoard still exists.

1 This is basically, if JCS had just picked up

2 SwitchBoard, all the debt would have come with it, and

3 they didn't want that to happen, so they had to go to

4 the Court so that they could only pick up the assets and

5 leave the debts behind. And that's why that -- that's

6 what happened. The Judge awarded that on the 12th.

7 MR. HOPE: Okay. Thanks.

8 MR. SALVER: Okay. We're going to wrap the

9 discussion on this up. The only thing I can recommend

10 is that this is going to go to the full Board meeting,

11 right?

12 So when this resolution is introduced, can

13 you give a brief summary and emphasize the fact that

14 this is, you know, more administrative in nature rather

15 than, you know, a new approval of some kind that we

16 talked about.

17 MR. HAJ: Okay.

18 MR. SALVER: Okay. Are there any other

19 questions or comments?


21 MR. SALVER: It's been moved and seconded.

22 All those in favor, say "aye".


24 with "aye".)

25 MR. SALVER: Opposed?


2 MR. SALVER: It passes unanimously.

3 MR. HAJ: Resolution 2017-B, authorization

4 to expend up to an additional $16,600.00 to the

5 $18,400.00 that was already been expended in November to

6 December 2016, for a total amount not to exceed

7 $35,000.00, for Momentum Consulting, for professional

8 services for a time period commencing November 2016 to

9 January 2017, subject to approval for form and legal

10 sufficiency.

11 MR. SALVER: Is there a motion?

12 MS. FERRADAZ: So moved.

13 MR. SALVER: Okay, Gilda. Is there a

14 second?

15 MR. HOPE: Second, Steve Hope.

16 MR. SALVER: All right. Are there any

17 questions or comments?


19 MR. SALVER: Hearing none, all those in

20 favor, say "aye".


22 with "aye".)

23 MR. SALVER: Any opposed?


25 MR. SALVER: It passes unanimously. I

1 didn't ask for recusals because I'm presuming that

2 nobody has a recusal but I don't know. The CEO report.

3 MR. HAJ: In the November Finance Committee

4 meeting, I think there was some discussion as to review

5 and work with legal about the resos that come before the

6 Finance Committee as opposed to Programs, and that

7 perhaps we may not have to take the full reso, just

8 bring an update to the Board.

9 And in that spirit, we just want to inform

10 you that for the full Board and what will be going to

11 Programs today are three match resolutions; RCMA, for

12 the sum of $50,000.00 to help draw down federal funds

13 for early child care, with a $16.00 to one match; ELC,

14 for the sum of $480,000.00, and ELC United Way, for one

15 million dollars.

16 And these things have come before you year

17 after year after year, and they're just match grants

18 that will come to the full Board.

19 MR. SALVER: Awesome. That's it for the CEO

20 report. Are there any other items to come before this

21 august committee?


23 MR. SALVER: Okay. Hearing none, I'll

24 entertain a motion to adjourn.

25 MR. HOFFMAN: So moved.

1 MR. SALVER: Okay. We're adjourned.

2 (Whereupon, at 10:39 a.m., the meeting was

3 adjourned.)

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1 REPORTER'S CERTIFICATE

2

3 STATE OF FLORIDA:

4 COUNTY OF MIAMI-DADE:

5

6 I, Fernando Subirats, Court Reporter and NotaryPublic in and for the State of Florida at Large, do

7 hereby certify that I was authorized to and did reportthe proceedings in the above-styled cause; that the

8 foregoing pages, numbered from 1 to 55, inclusive,constitute a true and complete record of my notes.

9 I further certify that I am not a relative, employee,

10 attorney or counsel of any of the parties, nor am I arelative or employee of any of the parties' attorney or

11 counsel connected with the action, nor financiallyinterested in the action.

12

13 Dated this 23rd day of January, 2017.

14

15 _________________________ Fernando Subirats

16 Court Reporter

17

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88th 1:6

99:35 1:6 3:29:40 3:6

finance & operations committee meeting …...dr. magaly abrahante, designee from alberto...

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