Call Meeting to Order

1. CALL MEETING TO ORDER
   Minutes: The Chairman reconvened the Special meeting and called it to order at 4:10 p.m.
   
   

Agenda
1. Board Members'

1. REVIEW AND ACCEPTANCE OF GENERAL COUNSEL RECOMMENDATIONS
   Minutes: The Chairman said this is a continuation of the October 16, 2007 Special Board meeting.
   
   The Board provided an opportunity to make public comments during our meeting yesterday and there will be no public comments taken today.
   
   I will now call on General Counsel to present their recommendations for consideration by the Board.
   
   Comments by Cindy Laquidara, Office of General Counsel:
   
   "Thank you, Madam Chair, and I appreciate the time that you're giving me to confer with the Superintendent and the Chief of Staff. The Superintendent has received his own guidance and has tendered his resignation. He's done so in an area that provides for his continuing availability to address outstanding questions and issues that may arise and were resolved, and this is a part that the client always finds difficult, with what good are you if you're tendered resolution? The ultimate resolution would be a payment of twelve (12) months salary without the enhanced benefits that rose it well over the typical COBRA related matters. COBRA, as each of you know, is health in such related insurance. That is to be compared with, on one side, and a termination for cause which is different from, of course, a resignation. The benefits of having such a clause is when there is a mutual decision to depart, it helps to facilitate that. It's detrimental having such a cause that it is "no man's land" for anybody who executes it because once you execute a provision that says you're terminating someone for "cause", there's damage to their professional relationship and there is the potential enhancement to financial damages at that point. It's rarely used in a professional setting...always in the contracts but rarely used for that purpose because it is rare that in a circumstance, an entity has,especially Collective Bargaining, under the constraints that each of you have, reached under the Sunshine Law Act, and the like, reach that type of relationship...reach that type of an agreement...a position.
   
   We look at the one side which had been 90 days plus accrued benefits to date, of course, those are matters according to statutory law, and that being the best case analysis for cause, if you had that, and the worst case analysis being, the full two years plus benefits, plus the constant accrual of other benefits during the time in which the salary is running along with a jury trial and the distraction it provides to everybody.
   
   Why am I going over this, literally, half of what it was when I was in private practice? It's still the highest rate and it still would be a considerable amount of money. Certainly, approximating my recommendation to you of the resolution, and so when we look at the amount as the one-year salary gross amount, then it is something that while certainly, a considerable sum of money. I think is considered the less than where you would come out ultimately into a payment and with this, recognizes the efforts and the achievements that happened to date, both by this Board and by the Superintendent over the tenure here.
   
   So, this is my recommendation to you. It is my job to do that...to give you the news that there's some relevant power of the Board, but it is the recommendation that I am making to you that you accept the resignation on these terms. See Attachment
   
   Ms. Broner moved that we accept the General Counsel's recommendation. Mr. Hazouri seconded the motion.
   
   Ms. Barnes said:
   
   "I just would like to say that I'm happy under the circumstances; of course, you know my feelings. I wasn't happy yesterday and I'm still not happy, but I am happy that you were able to reach an agreement because I think we could have, ultimately, been in a much worse position than we're in at the moment. I'm happy that, hopefully, we can get this part behind us as amicably as possible."
   
   Ms. Barrett stated:
   
   "I agree with Ms. Barnes...it's the best way. To Ms. Laquidara, if this didn't happen and what would the other side look like, in terms of...if we had to go through a jury trial...the whole thing?
   
   Ms. Cindy Laquidara:
   
   "This is the opposite of federal court...if you don't touch it in federal court, it's recording ...it keeps reaching over. The normal procedure would be a complaint to terminate and that person then becomes the plaintiff, so they get to be the first out of the box...it would become expensive to try to become the plaintiff to get the first word. So, just to let you know how long of a track it is, the fight starts immediately with who gets to file the first piece of paper. From that, it becomes a motion of practice. Whenever I'm representing public officials, I wouldn't for a moment recommend something to you that did not fulfill a public purpose and so, as I've said, I would not for a moment recommend a settlement to you...a resolution is accepting the resignation that would save you depositions, embarrassment or any of that type of thing. Each of you took your office pledging to maintain and watch the public treasury. So, with what I leave out, I don't do with any inference that any one of you would say, "I don't want to be bothered with a deposition." I'm worried about what may come out as I always say to opposing counsel, "The worst you can do to my people is a paper cut. They're elected officials; they've acted honestly and they're used to people unfairly saying things about them."
   
   So, it's not that...it's there...you could go through it and it would be distracting. It would take your time and your effort and that didn't go into the pot. What did go into the pot is the length of time it takes and the fact that it is a major distraction for all of you and for your senior staff because once there's litigation, then everybody has to respond to the requests, the depositions, the production of documents, and the answers to interrogatories for evidentiary hearings. People have more than full-time positions in this School Board and so we always do weigh that against the calculation of whether this is a situation that we really do want to litigate over. In addition to that...that goes in one column...how long do we think this would take? A year and a half would be my best estimate before it got to trial...so that's a year and a half of time, effort and distraction. Fees around that time would be approximately $200,000-$300,000. A trial usually takes two attorneys. While I could try it on my own, I find it beneficial to have a second attorney. There are a number of legal issues to be briefed. While I don't believe, of course, the validity of claims and this has been resolved as a resignation as opposed to two people challenging things. Any attorney would come up with counter claims...claims against the district made by the plaintiff and even if those turned out to be zeroed out, because we have acted appropriately, the time and effort and location that goes into dealing with those types of counter claims, and ultimately, I cannot guarantee the resolution of factual disputes. I've tried cases in front of a jury and each of you are familiar with that, so that risk factor goes in.
   
   The total amount that could be paid in the state of Florida plus prejudgment interest , I believe now is running at approximately 8%...it's the best running you can get is dragging the case out for trial and getting the judgment because of the high level of interest if it's paid. So, we would get the salary, the benefits...in the state of Florida, the retirement benefit is or something that accrues...a high percentage of the salary and this is a senior executive level salary so it's a very high contribution on that part...and that continues to run.
   
   Now, we can argue and bring it back to present value. On that, the present value discount is not; it's much smaller than the statutory and trust rate and so you end up still in the $700,000 price range of potential damages on that side plus your attorney's fees which is why the resignation from someone with whom there is a record and the school district has improved over the past few years. Whether it was on their efforts or his efforts, somebody has moved the system forward in some way and so there is some benefit that will come on the record...it's a constraining influence when you do well despite being contained by some deficiencies because in an added sense, my defense can't be inconsistent because you progressed. So, it's a complex defense and in that, complex defenses, of course, are always a higher risk. It's not a red light green light case. On here, it's personalities, in addition to the legal issues.
   
   So, first against an ultimate judgment, that would be an actual liability and would be in excess of $700,000 plus fees. A resignation from someone who instead leaves on good terms with you, is willing to assist and help if you have questions along the way and you need to ask him something, you have an amicable relationship and a mutual respect on those grounds...I sorely recommend."
   
   Ms. Broner stated:
   
   "So, essentially, counsel, in layman's terms, it is financially advisable for us to accept the resignation and the settlement because to do otherwise would incur greater financial cost as well as the general health of the district. So, am I right, so far?"
   
   Ms. Laquidara responded:
   
   "Yes, I won't translate it until...I, also, will say that basically the amount you pay him is really equivalent to the amount you'd pay me and then still have the risk. So, if you look at it as a business matter, you're inclined to pay the same amount and not have the risk."
   
   Ms. Broner:
   
   "Well, as trustees of the district, we certainly want to do what's best both financially and emotionally for the district. So, I think it's a very appropriate recommendation."
   
   Ms. Burney:
   
   "Thank you, Madam Chair...I just want to, first of all, take this opportunity to thank counsel for your advice and due diligence in this matter to assist us as we get ready to move forward. In addition to that, as you were speaking and I was reading, my mind ran across a commercial where it talks about something costs "X" amount of dollars, something else costs "X" amount of dollars and it goes to something that is "priceless"...and right now, what is "priceless" to me is for us to move on and for us to be about the business in getting our children prepared so I think when we rule it all out, we'll be able to not be distracted and to move on to the next level. So, I'm fully prepared to accept this."
   
   Speakers:
   Ms. Vicki Drake, Board Chairman
   Ms. Cindy Laquidara, Office of General Counsel
   
   Mr. Hazouri said:
   
   "I think all of us want to thank counsel and those who volunteered to help counsel because I know you've been working many hours into the night to come up with agreement. For me to say I'm pleased that we have to pay one dime, my answer would be "no". I'm a risk taker and I would be willing to fight all the way for what I think is right for the Board's part...but, we're not willing to take the risk of expending our resources both in dollars and energy when we need to move the district forward and I think all of you know that and that's where we are coming from. I'm look forward to Mr. Pratt-Dannal's leadership. I'm looking forward to the principals, teachers and the community now feeling more comfortable with what's happening here...that this is going to be behind us and that's the only great advantage to us. Whatever mistakes we've made, we've corrected them here and now I'm looking forward to a very successful year ahead...years ahead... in eliminating the achievement gap."
   
   Ms. Priestly Jackson commented:
   
   "This is a prayerful walk for me and basically, I support the other Board members. I think that this is a step in the right direction for us as a Board where we become one, again...and we're able to put the focus back on students and our teachers and moving our district to the next highest level. To say I'm comfortable paying anthing would be dishonest and not genuine. Understand that I took a commitment to this office. My father said, "Often times, you must put yourself on the back burner to do what is right" and so, in concert with my fellow Board members, I will support your recommendation."
   
   
   Vote Results: PASS
   
     Motion: Nancy Broner
     Second: Tommy Hazouri
   
     Martha Barrett - Aye
     Kristanna Barnes - Aye
     Nancy Broner - Aye
     Vicki Drake - Aye
     Brenda Priestly Jackson - Aye
     Betty Burney - Aye
     Tommy Hazouri - Aye
   
2. GENERAL COUNSEL AGREEMENT REGARDING DAVID SUNDSTROM
   Minutes: Ms. Cindy Laquidara stated:
   
   "The Chief of Staff was put on administrative leave yesterday. The position is an important one to have access to the activities of the Chief of Staff over an "X" number of months to the end of his contract. His contract expiring on June 30, 2008 is one that I'm making the recommendation to leave him on administrative leave so that he does have...he's available to us for whatever needs we may have. That also resolves possible claim that he may have against the Board or any claim that we may have against him." See Attachment
   
   Ms. Drake stated:
   
   "I, too, would like to add my thanks to General Counsel and to the other attorneys that have helped us with this process. I know they have worked day and night these past couple of days and I know they must be exhausted because there's alot that went into this and I think they got the best possible situation lined up for this district that they could. This has been very difficult and very challenging and we appreciate your work.
   
   I can tell you that after yesterday's meeting, I had several other meetings that I had to attend and I've had several meetings today and as I've walked into those meetings, people have been like, "Oh my gosh...you're here?" and I've said, "Of course, I'm here. Did you think we'd shut the district down?" The work of the school district is continuing. We're continuing to educate children. Our teachers are in place, our children are in place, we're learning. Nothing has changed in Duval County as far as education goes. We're still going to educate our children. We're still going to move them forward. Our children are still learning. We still have high expectations for them and we're still going to do great things. We were doing great things before and we're going to continue to do great things for all of our children. This Board is committed to that. We have a great person in place who is our Superintendent now and we're very excited about where our district is going and where your children are going. So, don't lose faith. We're thrilled with what's happening in Duval County as far as education goes and we have a very strong, very committed Board and we're not going to miss a beat. Just watch...great things are going to happen in Duval County and our children are going to perform wonderfully. Keep the faith and keep in there with us because Duval County is headed onward and upward."
   
   
   Vote Results: PASS
   
     Motion: Nancy Broner
     Second: Martha Barrett
   
     Martha Barrett - Aye
     Kristanna Barnes - Aye
     Nancy Broner - Aye
     Vicki Drake - Aye
     Brenda Priestly Jackson - Aye
     Betty Burney - Aye
     Tommy Hazouri - Aye
   

Adjournment

1. ADJOURNMENT
   Minutes: The meeting adjourned at 4:31 pm.
   
   lsd