The Lake County Board of County Commissioners met in regular session on Tuesday, October 10, 2000, at 9:00 a.m., in the Board of County Commissioner's Meeting Room, Lake County Administration Building, Tavares, Florida. Commissioners present at the meeting were: Welton G. Cadwell, Chairman; Catherine C. Hanson, Vice Chair; Rhonda H. Gerber; Robert A. Pool; and G. Richard Swartz, Jr. Others present were: Sue Whittle, County Manager; Sanford A. Minkoff, County Attorney; Jodi Hanson, Board of County Commissioner's Office; Barbara Lehman, Chief Deputy Clerk, County Finance; and Marlene S. Foran, Deputy Clerk.
Commr. Cadwell requested that discussion on sending the newly elected County Commissioners to the Association of Counties New Commissioners Orientation be added to the agenda.
On a motion by Commr. Pool, seconded by Commr. Hanson and carried unanimously by a 5 - 0 vote, the Board approved to add to the agenda discussion on sending the newly elected County Commissioners to the Association of Counties New Commissioners Orientation.
WORKSESSION - OGDEN MARTIN PRESENTATION BY GRAY, HARRIS
Commr. Cadwell opened the worksession on the Ogden Martin presentation by Gary, Harris & Robinson and stated that comments would be made by Mr. Steve Richey, Attorney, representing F. Brown Gregg; and Mr. Sandy Minkoff, County Attorney; and Gray, Harris and Robinson would then make a presentation.
Mr. Steve Richey, Attorney, representing F. Brown Gregg, appeared before the Board and stated that, on September 12, 2000, he advised the Board that Mr. F. Brown Gregg had been working on a proposal to buy out Ogden Martin and replace Ogden Martin with a Gregg company. Mr. Gregg began discussions with Ogden Martin, and Ogden Martin requested an extension of the Confidentiality Agreement between F. Brown Gregg and Ogden Martin, and also an extension of the Confidentiality Agreement with regard to the discussions with Lake County because the County had to be at the table to have those discussions with regard to the bond documents in the current contract that was in place. He stated that a meeting was held on October 6, 2000 in New York, at which time Ogden Martin presented a 13 point simplified proposal because, at that point in time, Ogden Martin realized that they needed to get serious with negotiating themselves out of this contract. He stated that the 13 point proposal contained two or three points that needed to be clarified; however, it appeared to be a frame work that was worth pursuing. He explained that, in the mist of those conversations, there were many side conversations and questions were raised and discussed, and it became obvious to him that in those meetings that Ogden Martin once again became convinced that they had an opportunity to stay in this deal and to be a part of the deal for the term of the contract; therefore, no progress was made in the negotiations.
Mr. Richey stated that Mr. Gregg stands ready to work out a proposal to substitute himself for Ogden Martin and to operate and manage the facility and proceed on to do other transactions with Lake County which would substantially reduce the County's tipping fees. However, Ogden Martin has genuine belief that they can stay in the deal through the term of the contract and, because of the uncertainty caused in their minds by the election of two new County Commissioners, Mr. Gregg was not in the position to pursue the deal beyond what was presented to the Board on September 12, 2000. Mr. Richey suggested that the Board needs to either send a message that we are serious or needs to proceed with litigation.
Mr. Sandy Minkoff, County Attorney, stated that a letter was received from Ogden Martin last week indicating that they had a simplified proposal that they would like to discuss; therefore, Ms. Barbara Lehman, Chief Deputy Clerk, County Finance; Mr. Bill Gilley, Senior Director, Solid Waste Management Services; and himself met with Ogden Martin, and Mr. Richey in New York on October 6, 2000. He stated that there were two proposals, the first being the original proposal that was discussed that would substitute a Gregg company for Ogden Martin and would have the County pay approximately $30 million over the remaining 14 years of the term of the contract, and the County would own the facility at the end of the agreement. He noted that Ogden Martin and Mr. Gregg were optimistic that said agreement could be put together. He stated that the second proposal was a simplified proposal made by Ogden Martin on October 6, 2000, which was essentially cheaper with less risk, however, was still a very expensive provision and essentially would leave the current contract the way that it was, absent changes such as no medical waste, and more openness, and would provide the County the option to purchase the facility, at the end of the contract, for a payment of approximately $27 million dollars. He stated that the County informed Ogden Martin that the cost was too expensive, and Ogden Martin has not reduced said cost.
Mr. Minkoff introduced Mr. Gordon "Stumpy" Harris, Mr. Bruce Harris, and Mr. Jeff Keiner, of Gray, Harris and Robinson, and Mr. Frank Robinson, of Brown & Wood, who were present to address questions presented by the Board.
Mr. Gordon "Stumpy" Harris, of Gray, Harris and Robinson, appeared before the Board and explained that their recommendation was that Lake County take action immediately to test the validity of the Service Agreement and, at the same time, be mindful that windows of opportunity to work out a reasonable settlement often occur in the process of such an action. He further recommended that we use the Declaratory Judgment procedure to test the validity of the Service Agreement. He stated that they also recommend against filing any imminent domain at this time, however, that may be an option at a later time. He stated that to test the validity appears to be the most reasonable course of action because there are substantial grounds that can be argued that would actually void the contract from its inception. He stated that Gray, Harris and Robinson, from the first time that they looked at the contract, have recommended that the County try to resolve the issues through the negotiation process, and there have been a good deal of negotiations in trying to resolve the issues.
At this time, Mr. Harris discussed other options that were available to the Board, the first being the option to live with the current contract as it exists today; the second being the option of stopping the County's performance under the Service Agreement and letting Ogden Martin take action; and the third being the option of seeking condemnation of whatever rights was necessary for the County to gain control. He stated that they were very cautious about seeking condemnation because, when you get into the fields of eminent domain, you begin to obligate yourself to your opponents for their costs, their consultants, and many other things. He stated that the County should not take that approach until they have tested the validity of the contract. He stated that the thrust of their position was that, at the time that the contract was executed, certain legislative police powers and governmental powers were contracted away that cannot ever be contracted away as a matter of public policy in the State of Florida. He stated that Grey, Harris and Robinson was prepared to move forward upon the Board's approval and their advice was to keep the litigation simple and to keep it in Circuit Court.
In response to a question presented by Commr. Pool, Mr. Minkoff stated that they have arranged for the attorneys to be available today to meet individually with the Commissioners, keeping in mind the Sunshine Law. Mr. Pool stated that he would like the opportunity to meet individually with the Attorneys.
Mr. Harris stated that, at a point when the litigation commences, the Board would have the opportunity to have Executive Sessions that would become public after the conclusion of litigation, and they would make themselves available for those sessions.
Commr. Cadwell suggested that the Board recess to allow each individual Commissioner to meet with the Attorney's to ask questions. He expressed appreciation to Ms. Sue Whittle, County Manager; Mr. Sandy Minkoff, County Attorney; and Ms. Barbara Lehman, Chief Deputy Clerk, County Finance, for their hard worked on this issue, noting that it has consumed a lot of their time and thought process.
RECESS & REASSEMBLY
At 9:30 a.m., the Chairman announced that the Board would recess and reconvene at 10:15 a.m. to resume the worksession.
WORKSESSION - OGDEN MARTIN PRESENTATION BY GRAY, HARRIS
& ROBINSON (CONTINUED)
Commr. Cadwell reconvened the worksession on the Ogden Martin presentation by Gray, Harris & Robinson.
Commr. Hansen made a motion, which was seconded by Commr. Gerber, to move forward to obtain a Declaratory Judgment to test the validity of the contract with Ogden Martin Systems of Lake, Inc.
Commr. Swartz stated that the Board was moving forward with the understanding that there will be a substantial cost in trying to achieve this outcome; however, it will be a very small price to pay for possibly a good outcome. He stated that it has become clear to him that neither of the two alternatives that were being discussed beyond this alternative came close to accomplishing the goals that the Board stated we wanted to accomplish when we started down this road; therefore, he did not see how he could have supported either one of those alternatives. He stated that the Board needs to understand that it could be a long process through various appeals even if we are successful in Circuit Court; however, it probably should have been done years ago.
Commr. Hanson stated that the Board had made a decision to consider eminent domain, and the information that will be gathered for the Declaratory Judgment will be information that will be necessary if the Board moves forward with eminent domain proceedings. She stated that changes have occurred since the inception of the contract, noting that the flow control requirements were changed by the Supreme Court.
The Chairman called for a vote on the motion, which carried unanimously by a 5 - 0 vote.
Mr. Minkoff stated that the immediate issue for the Board to discuss was how information will be provided to the public. He suggested that the Board designate one Commissioner to work closely with Grey, Harris and Robinson, and to provide information to the press.
On a motion by Commr. Pool, seconded by Commr. Hanson and carried unanimously by a 5 - 0 vote, the Board approved to designate Commr. Welton Cadwell to be the Commissioner to work with Grey, Harris and Robinson and to provide information to the press.
Commr. Gerber recognized Ms. Barbara Newman, and Mr. Bob Ringer, members of the Solid Waste Study Committee who were present in the audience.
COMMISSIONER CADWELL - CHAIRMAN & DISTRICT NO. 5
Commr. Cadwell informed the Board that the Association of Counties New Commissioners Orientation was scheduled the week before Lake County's newly elected Commissioners take office. He suggested that it would be prudent to pay the associated costs for the newly elected Commissioners to attend.
On a motion by Commr. Hanson, seconded by Commr. Pool and carried unanimously by a 5 - 0 vote, the Board approved to pay the associated costs for the newly elected Commissioners to attend the Association of Counties New Commissioners Orientation.
COMMISSIONER HANSON - DISTRICT NO. 4
Commr. Hanson expressed appreciation to Ms. Sue Whittle, County Manager; Mr. Alvin Jackson, Deputy County Manager; Ms. Wendy Breeden, Library Services Director; Mr. Mike Anderson, Senior Director, Facilities and Capital Improvements, and the Board for their efforts in getting the East Lake County Library opened.
There being no further business to be brought to the attention of the Board, the meeting was adjourned at 10:25 a.m.
______________________________ WELTON G. CADWELL, CHAIRMAN
JAMES C. WATKINS, CLERK