Good evening.

Welcome to the Cranson City Council special council meeting.

This evening is Wednesday, August 20th.

At this time, I'll ask the clerk to please take the roll.

Councilman Campo Piano.

Present.

Councilman Bonano.

Here.

Councilwoman Graziano.

Present.

Councilwoman Heroyan.

Present.

Councilman Anduhar.

Present.

Councilman Ritz.

Present.

Councilman Trafficante.

Present.

Council Vice President Wall.

Here.

Councilman President Marino.

Present.

Next we have introduction of new business.

We have proposed amendments to the letter of engagement dated February seventh, twenty twenty-five, between the Cranson City Council and Stephen Angel of Angel Law as council attorney and litigation counsel for the city council for the term beginning January twenty twenty-five and ending January twenty twenty-seven to be re referred to the finance committee August twenty at six fifteen.

Do I have a motion?

Motion to refer the proposed amendment to the finance committee.

Second.

Any discussion?

There being none.

So as of right now, uh, I am warning the body that they might be run a file of the OMA based on the fact that there's been zero notice to the public or to this council or to the solicitor's office as to what the amendment to this contract is.

Councilman Ritz.

This meeting was set.

To the clerk, if you may continue.

Councilman Trafficante.

No.

Council Vice President Wall.

Yes.

Council President Marino.

Yes.

The vote is five to four motion passes.

Motion to adjourn.

Any discussion?

No.

All those in favor say aye.

Any opposed?

Ayes have it.

And six fifteen, we will begin the special finance committee meeting.

Thank you.

Let's belay that good evening because I'm still a minute ahead of schedule.

Hold on.

All right, folks, let's try that again.

It's now uh 615.

Good evening and welcome to the special finance committee meeting tonight being August the 20th, 2025.

Um I'd like to call this meeting to order.

I asked the clerk to please call the roll.

Councilwoman Graziano.

Present.

Councilman Anduhar.

Present.

Councilman Ritz.

Present.

Councilman Trafficanti.

Present.

Councilwoman Heroyan.

Present.

Council Vice President Wall.

Here.

Council President Marino.

Present.

Thank you.

Before we start, um, I'd like to uh mention a few things, some programming notes so we have some clarity this evening.

Um tonight, this committee has convened to consider the amendment, and that's what we're considering an amendment to the council of council attorney angels letter of engagement.

That letter of engagement was passed by the council in February.

Contrary to what's been stated, and you know, maybe there's a little bit of confusion.

Um the amendment in question has been previously sent out to all the members of the city council.

We received it first in uh late July, and that has been available to us.

We will also have copies available for the members of the council, and we threw it's gonna be up on the screen available for the public to view, and there are a few out in the chambers right now.

What we are considering when we speak and deliberate is that amendment tonight.

When we have public comment, that public comment tonight is going to be on that amendment.

Okay, just so we know.

Um, and the amendment pertains and focuses on specifically an amendment to um the section of the letter of engagement that has to do with payments and specifically billing statements.

Um we're not we're not taking up um the contract itself.

We already passed that in February.

We're not discussing personal issues.

I also want to remember the members of the council from the onset.

Um, we're gonna stick to the agenda.

Um, it is my intention to be vigilant, and maybe sometimes some of you may think I'm a little abrupt, but as chairman of this committee, it's my duty to ensure that the committee stays on track and attends to the business that's on tonight's agenda, and that's what I do intend to do.

So in advance, I'll tell you that.

I'm gonna be direct, and I may have to interrupt people if we go off the agenda items.

It's not out of it's not out of personal animosity or anything, but that's my job as chairman.

So the first job first order of business tonight would be public comment.

And that public comment would be on docketed or agenda matters only.

If you are here to make public comment, please step up to the podium, state your name and your address for the record.

You'll be given four minutes.

And um that's about it.

And if if you're all if you're not on an agenda matter, I'll I'll definitely make sure you know.

Okay.

If anybody'd like to make public comment, please step up to the podium now.

There it is.

All right, uh your name and address for the record, you'll be given four minutes, my friend.

All right.

Doug Sosha, six silver maple drive, Cobb Triver Island.

All right.

I'm just here to find out what the amendment was to the um to the contract.

It wasn't posted anywhere online for me to find.

So I'm here to attend just to find out what it was and hopefully you know, find out if it's it's being taken correctly.

So thank you.

Oh, great.

Wish I would have known ahead of time.

Thank you.

Thank you, sir.

Anybody else in the chambers would like to make public comment this evening.

Drake Patton, six eighty-four Natick Avenue.

Shame on all of you for letting us come to this meeting without this published.

You put it here.

You want us to all sit down and read it and then give you public comment?

I'm ashamed of everyone for letting that happen, and mostly in Democratic parties.

Thank you.

Anyone else in chambers who'd like to make public comment this evening?

I see none, Tom.

Is anyone online who would like to make public comment?

See no public comment online.

Okay.

So at this time, I'm going to close public comment.

Thank you, Tom.

The next item of business on the agenda would be new banners before the committee.

Tonight is going to be the we're going to refer to look to a consideration of a proposed amendment to the letter of engagement.

Um, which was the letter of engagement was dated February 7, 2025 between the city council and Stephen Angel Esquire Law.

LLC, council attorney and litigation counsel for the city city council for the term beginning January 25th and ending January 27th.

Before we begin, I'm gonna ask Mr.

Angel if you come up and present the end the amendment, and then I'm gonna take discussion from members of the city council of the uh committee.

The floor is yours, attorney angel.

Thank you, Mr.

Chairman.

So in an email uh on July 26th, I had um sent an email to the council.

Um everyone here received it.

It uh encompassed the present letter of engagement as signed the proposed amendment to that letter of engagement, and I provided you with some guidance relative to the change that I have proposed.

Um, given my experience in other places, public places with respect to billing statements.

Um I felt it necessary to propose the change to this contract or this letter of engagement because there is an hourly component to the contract, so that the public can be refreshed and the council can be refreshed.

There are two components to my engagement with the city council, uh, which is a little different than some other public engagements.

I sit um under a flat fee scope of work uh with this council.

Um, and I'll pull it up for you so that you have it.

No, it you don't have to.

I mean, it's public document already.

This contract is in place, it's a public document.

Um the flat fee really encompasses um services providing during the meeting and an analysis of legislation, drafting legislation for council members.

Um, as this body is aware I did draft the rules.

Um, then there's an hourly um scope to this.

The hourly scope to this only springs to life if there is a conflict with the administration.

This body was caught off guard last summer um when such an occurrence happened.

It was the first time that it happened in my tenure.

I was unable to respond on behalf of the council as I had not been engaged as litigation counsel for matters outside of the scope that was previously provided.

Now, on flat fee matters, it's a simple invoice every month as the council knows it's $3,500 a month.

Um, you know, and it's just billed as it is.

It's budgeted is $3,500 a month.

It's billed is $3,500 a month.

That does not change.

There is no discretion uh with respect to uh it being paid, it being submitted, or it being approved.

So just to be clear, with respect to the hourly scope, um, you know, an hourly invoice, or I should say billing statement in best practices, um, is comprised of an invoice and a time specification.

Um, the time specification oftentimes has a component to it that is a description of the work performed.

In that description of the work performed, there are sensitive attorney client matters that should not be exposed to the public view because they are either ongoing or they implicate various privacy laws and a variety of other laws.

Umriding that is my duty as an attorney under rule 1.6 of the rules of professional conduct.

Um, much has been made about the legal basis for such for such accommodation being made in the contract or the detail being made in a contract to that extent.

Other lawyers who don't do it, they open themselves to malpractice and they are in violation of the rules of professional conduct.

It's just that simple.

The rules of professional conduct are not optional.

And they have the same force and effect as an enactment of the Rhode Island General Assembly and a general law.

There is law on that.

There is a state law on that, and there's a variety of case law on point.

I have written extensively on this, and I have published that to this council as part of the July 26th writing to you.

So if I can for a moment turn to the amendment, the amendment simply speaks to what you see on pages five and six of the present letter of engagement.

There's this uh section called payments and responsibilities for payment in that letter.

Um, and I propose to substitute um both in style and in substance, that entire section for what has been proposed on the July 25th, 2025 amendment to that.

Um, and it is essentially how bills are submitted with respect to hourly scope billing, so that they will contain an invoice as I described to you and a redacted um statement.

Who gets that?

That invoice and those redacted statements related to hourly scope work would go directly to the finance director for payment with CC to you as the client.

You, as the client have the right to inspect the unredacted invoices on demand at any time.

Um they are not for publication, however.

Um, and that is spelled out here in the letter of engagement.

So you've all had a chance to take a look at this.

I'm certainly open to questions that you have on the amendment.

Um I'm not going to address the OMA concerns in this meeting.

I don't think that that's appropriate, but I will address it in a full council meeting.

Um, and I will speak to the Ford decision that was referenced.

Um, I will also speak to the past practices of this council with respect to having executive sessions, and I will speak to the past practices of this council with respect to considering contracts.

This is a contract.

Letter of engagement is a contract.

Unless the contract is signed, it is not a public document because it's not approved by the body.

Oftentimes you people see signed contracts by third parties and they are ratified by you, okay, and they are published ahead of time.

That's not the case here.

Um first party to the contract, not a third party.

So there's a difference.

It is a distinction that indeed has a difference, a legal distinction and difference, I might add.

Um for anyone to claim that they did not get this.

Um, I don't know how you would.

None of the emails bounced, and they are the council emails that are used for all of you.

So you were well aware of that.

I had heard a news media report that some people didn't get it.

That's just false.

That's that's absolutely false.

So I will address those items more appropriately in the next meeting.

But in terms of the finance meeting, you are considering the substance of the amendment.

Um, and I'll take questions on that if you have them.

And before I take questions, I'm I'm gonna do it in a rather orderly fashion.

Is it make a once around?

Because it keeps helps me keep things uh in line.

But if I when I looked over, I made a couple of notes, and substantively I could see, you know, as you as you outlined three different areas um on the first page going into the second page.

Um the first is that the angel law firm will submit their billing statements to the finance director via email.

So via email, the law firm submits their submits their uh statements to the finance uh director, both the flat fees, which is you know set in you know budget, right?

And also in the case of an hourly wages, you you elaborate to be more.

In addition, then the big change I see is every member of the council gets a copy of that.

So all of us, as as our attorney, we all see it.

Um the second change I saw was um, and it says that these were the same in in the previous contract, um, that the angel law firm will maintain and and hold on to those those billing statements that are unredacted.

Correct.

Right.

But they're also made available by appointment um to the members of the council in the presence of you, the council attorney, right?

Yes, and third is there, third party seems to be more of a cautionary best practice type thing to maintain confidentiality, all the sensitive and confidential uh confidential material, um, should not be copied, should not be photographed in any way, right?

And the council members are required to sign some type of uh statement, acknowledging that they have reviewed uh privilege and confidential material, right?

Those are the those are some of the big things I see uh in the amendment, and I'm not a lawyer, so I had to put it in very simple language for myself.

Um, but I see these as very good things.

Yeah, things that will, you know, when we originally looked at it, I didn't see this letter of engagement is not being transparent.

But as we go along, the amendment I think makes that letter of engagement better in my view.

Um, so that's my two cents on that matter.

Um, I'll now open the floor to any questions who would have for attorney angel for members of the council.

Um I'll start.

I don't know, Mr.

Traffic, if you if I'll start with you because you're right in front of me.

Mr.

H.

Would you just kind of elaborate more on the waiver situation?

A little confused on that.

On the on the what on the waiver situation.

Yeah, to ensure against an inadvertent waiver or a waiver of the attorney client privilege.

Let's be clear.

The council consists of nine members.

Okay, as an organizational client, the body would have to vote to waive the attorney client privilege.

So if an individual member of this body decided to take privileged material and put it into the public domain, it's illegal for a number of different reasons and could not be used for a variety of different reasons.

I'm not going to get into the case law on that at the moment, but the case law is quite extensive on that.

That this body, no member of this body has the right to waive the privilege, the confidential information.

Billing statements contain confidential information to the extent that they're not redacted.

So to the extent that there's confidential information, no one person in this room has the right to expose that to the public domain.

Thank you.

You're welcome.

Councilwoman, no, okay.

Councilwoman Graziano.

Um, thank you, Councilman Wall.

Um, um, and thank you, Attorney Angel, for explaining this to us.

I mean, I've looked at it a number of times and and reviewed it.

Um, and you know, this seems more transparent to me, and I'll just say for the record that, and if I'm wrong, somebody can correct me, but that this was unanimous vote to approve the original contract.

I don't think anyone dissented on the original contract.

And to my knowledge, I'm not seeing anything that would cause you know uh uh uh an issue with the council um when it relates to our transactions between um the city city attorney and ourselves.

Um the waiver that's very standard.

I've seen that a million times.

I mean, I can't do anything without getting a full waiver of you know my board to disclose anything.

So I think that's pretty standard.

So I just wanted to say out loud that I I don't, you know, I I work with with attorneys and I work for municipality, and this doesn't seem out of the realm of reasonable.

Thank you, councilwoman.

Um yeah, councilman Ritz, I just want to make sure you um I I guess I'm I'm trying to understand why we're making this change now.

Why why a special meeting?

Why are we doing this so quickly?

Well, it's no different than in um I think it was June.

It was June 11th of 2024, uh, when the conflict arose between this council and the mayor, and the council needed to meet quickly to amend that letter of engagement.

There was a specific reason for that.

The reason now is that we have changed our letters of engagement with respect to public entities.

Cranston is a public entity and a client of my firm.

There's a requirement with respect to public clients that I not treat them differently.

Okay, I can't bill one public client differently hourly than I can another public client.

Okay, unless the relationship changes and I've been terminated, then I can, but I can't do that.

There are other requirements in a letter of engagement.

So for sake of consistency in what we're doing elsewhere.

Why are we doing it elsewhere?

Because it's best practices based on the law.

And that's why we're doing it.

When I first came here, Councilman Ritz, just so that you're aware, because you're new to this body, what I can tell you is uh there was a great struggle with the Republican majority at that point to even sign the letter of engagement because quite frankly, they didn't understand the necessity for it because it had never been done.

That in and of itself is a violation of the rules of professional conduct.

Plain and simple.

And just to just to be clear on that, I would not have entertained an engagement with this council if they would not sign a contract with me.

Also, so the two main changes here are the fee scope, but then also who's approving the billing.

No, there is no approval of the billing.

Uh the billing is submitted directly to the finance director.

This council does not have this council has an acknowledgement of what is being sent and has the right to audit that billing if they choose to do so on an hourly basis, but the hourly basis the is the hourly basis it's spelled out in the contract.

That billing goes directly to finance for for payment.

Certainly, is the council gets an invoice in the billing statement if they have questions.

I'm more than happy to sit with the council as a whole or individual council members to go over those billing statements, should there be questions.

I guess my last comment is I saw Solicitor Millai pick up a copy of the contract.

I was just wondering his thoughts on this too.

Did you want me to step down from answering questions of the council, Mr.

Wall?

Um, do you think you step for a second?

So could you answer the question?

It was directed to you, so no.

I can I can address the matter after not to thank you, solicitor.

Thank you.

All right, looking down, um, Councilman Bonano, I think I see your hand up.

I I just have one question.

Um with respect to what what I'm terming in my own head as extra work.

So we need to vote.

Correct me if I'm wrong.

We need to vote as a body to assign attorney angel and his firm.

That's correct.

Extra work.

That's so without a majority vote of this body, you cannot submit any additional invoices to the finance director.

Is that correct?

Not for hourly work, no.

Okay.

Not till I'm engaged in in the terms of this particular letter of engagement.

Hourly work only springs into action when there is a specific conflict with the administration.

It's just not hourly work in general.

I don't get to decide what hourly work is.

Right.

So and I think this counts, if I if I may, yeah.

I think this council's pretty well aware that the work that I've done in the city of Cranston over the last five years for a flat fee has gone well beyond what is required in the charter, well beyond what is required in the fee agreement.

So you know, I I think that's pretty pretty well known.

Council attorney, if I may add also, when you say was it last June when this council did need to, and some of the members were on the council at that time, engage attorney angel for that hourly hourly wage.

Some of the language is the exact same language we did then.

And and to your point, we had to take a vote at that time.

Mr.

Chairman, if I if I may for a minute also to go back to last summer, which was uh June 11th, I believe, was a special council meeting.

It was a special council meeting.

There was just like this agenda, no public comment, which is not a requirement of the open meetings act, and there were no documents posted at that time because there was no contract in place.

That contract was made available to the council uh to the council in the same fashion that this amendment is being made to the council, uh, which is not a lot different, by the way, than other things that have been made available to this council as part of a discussion at other meetings.

And I think during the regular meeting, I'll be happy to highlight that for you.

I just wanted to make sure that and you've answered the question.

I just wanted to make sure that no one particularly myself an example.

I can't call up attorney angel, ask questions.

Uh if I disagree with the administration for something, or or if any one of us does, and then all of a sudden there's a bill submitted to the finance director.

That that's not able to be done within the contract.

It would have to be voted on by the whole body before anything besides what he is contractually obligated to with the 30, whatever 3500 a month.

Correct.

So okay.

That that concludes my questions.

Thank you.

See, Councilman Ander Hasan.

I mean, this is only about the hourly situation and the notification, correct?

Correct.

Sorry.

So I need I think we need to move on.

Thank you.

And that um councilman Campion, you have a question.

Well, Councilman Ritz asked the question that I was.

So thank you, right.

Thank you.

Um, is there any further questions?

Um Attorney Angel before I move on.

I do I don't want to neglect your question, Councilman Ridd.

So I'll ask at this time.

I see for a moment.

I'll bring up the solicitor, so if you'll answer, um maybe you want to rephrase the question again just so as he has a memory on it.

I mean, with all due respect, I mean, uh, just to get solicitors Malay's opinion on this.

All right, count uh hold the councilman.

I just want to address a couple things if I could before I get to your question.

Hold on, one second.

What was the question?

Just so I remember that maybe I lost it.

Yeah, I I saw some solicitor mallet pick up a copy of the contract.

I just wanted to know his thoughts on what he thought changes the amendment.

We're discussing the amendment.

The amendment so he he wants to know your opinion on the amendment.

Okay, agreed.

Without getting into the original contract, okay, because that was dealt in public by this body, and I addressed the body uh in full back in February.

So I'll keep it to the amendment, which I just got from the podium, and I had to reveal.

Uh I did not receive an email on it.

I had the opportunity to review it.

A minute ago.

I'm gonna go back to a couple of matters before I answer your question, Councilman.

I want to remind the member of the body.

This is again, this isn't a flex, this is about the charter.

That myself and my office remains the legal counsel to this this body.

Somewhere it appears back in 1998 that a position for legal counsel opened up, legal counsel to the city council.

And as Mr.

Angel just indicated, it was created due to conflicts.

Okay, it wasn't created for a uh full-time position.

In fact, if the council wishes to review the charter of the city of Princeton, and I believe it's 3.23, it indicates that legal counsel can be hired from time to time.

Uh as the need persists, and there's supposed to be billing within every 60 days for the charter.

Now I can say in five and a half, four and a half years of doing this, I have never seen any type of hourly billing or any type of accounting from anybody in that matter.

My objections to this amendment, I'll keep it as such.

Okay.

I objected to the original contract back in February.

I will reiterate that first and foremost.

I have the only authority in the city to either write a contract for anyone or approve as to form, whether it be this amendment, which is an hour contract, an amendment to a contract, or the actual contract itself.

I did neither.

I know of no case right now that that's even required.

May I interrupt?

I thought you were going to talk speak on the amendment.

I am I I mean it sounds a lot like what we talked about in February.

Councilman, please, please don't interrupt.

I I promise I'll give you another chance, but but here's the thing.

We're gonna speak on the amendment.

The question was regarding the amendment.

We're not gonna relitigate February.

We had a long time of February.

We all did it.

With all due respect, I mean you know I have a great deal of respect for you.

Please we're gonna because if I understand it, the contract is not on this agenda this evening.

The amendment is on this agenda.

I gave everyone else, right?

Please solicit respectful councilman.

Respectfully, Chairman.

Absolutely.

The amendment is on an hourly wage, so it is appropriate to speak about that.

That's number one.

Number two, I am entitled to give my legal opinion to this body.

Whether this body wants to ignore my legal opinion, you do so at your own peril.

This is a legal document.

This is what's being proposed.

I am offering my legal opinion, which under the charter, I have the legal right to do.

So I'm going to express that to the body.

Okay.

I'm going to express, for instance, I'm ready to listen.

For instance, Chairman, okay.

This contract indicates that Mr.

Angel will submit his bill to the director for payment.

Mr.

Angel has no right to ask for payment.

Okay.

It needs to come through.

He cannot direct a director of the city, as neither can any member of this body, including the president, direct someone from the by charter, someone to do something.

They must go through the administration and the chief of staff.

So regardless of what the language is in this, it's in violation of the charter.

You cannot direct the finance director to do anything.

That is a big problem with this contract as it states.

If Mr.

Angel wishes to submit a bill to the administration and ask that it go to the finance director, that can be done.

Anything over that amount, the city council is not authorized to spend.

Whether or not the city council wants to engage in this contract, which I will not approve, or not, there is a line item.

That is it.

If in the future the city council wants to put a contingency fund on legal uh legal services by legal counsel, that's entirely within your body's realm and your and your body's uh discretion.

But right now, that you are bound bound by the budget, which is 42,000 a year.

I'm gonna get into since it was raised last year's billing.

But just so I hear this for this first part.

One of the things you have a problem with in the amendment is that it says that the direct the finance director is mentioning that directing him to submit payments.

Is that one of your is my hearing that correctly?

And that is why I put in the shortest.

That is one of them, yes.

Okay, that's that is one of them.

Okay, Mr.

Angel made note of the work that he did last year on an hourly basis.

Okay, I have four bills from Mr.

Angel last year.

They're one page each, and they indicate an hourly rate and an hour.

For instance, submitted a bill August 30th of 2024, 190 an hour at 30 39.3 hours.

That's the bill.

One page.

Nothing to redact in that because it's not itemized, it's not itemized.

The services of the attorney that was retained by the city of Cranston to bring suit, okay, submitted four bills in the amount of 52 hours for a docket sheet that had five or six entries.

Okay, Mr.

DeSisto's firm charged the city of Cranston 52 hours for plaintiff's work, which is a lot, right?

We brought the suit against the council.

Okay, Mr.

Angel charged this city a hundred and six hours worth of work without itemizing one minute of his work.

So if you wish to approve any any type of contract, have at it.

I will not approve it.

And if push comes to shove, we'll deal with it at a later point in time.

But this amendment you lose me.

Hold on.

So I just but sometimes you lose me.

So if I'm hearing you the second time, the second your second issue is that you didn't like the way the invoices were you have an issue with Chris with the way the invoices were submitted, correct?

Am I hearing that?

I'm certainly, it wasn't submitted to me.

It was authorized by the council president directly, and it was authorized and told to Mr.

Igo downstairs to pay the bill out of an account that I have no idea what came out of because legal counsel was at 42,000 a year.

Approximately 18,000 or so was paid in addition without one minute being itemized.

That's a fact, and that's what's here.

Okay, if you're talking flat fee, we know what the flat fee is.

It's 42,000 divided by 12.

Okay.

I cannot authorize on behalf of the taxpayers of the city of Cranston this amendment, which would bind potentially taxpayers to some hourly rate that you don't have.

That the city of Cranston does not authorize the council to have.

So for those reasons, and probably many others, okay, I will not authorize, and I think it's appropriate for the body to consider this to consider what I say.

Now you don't have to go right ahead.

You don't have to, at your own peril.

Just like I received the amendment when it was under the podium, I was not given the amendment to consider.

I was not given it to review in violation of the charter.

I was not given anything.

I wasn't even given notice, like everybody else sitting in this audience, Chairman.

Okay, and that stinks.

That stinks as someone who is supposed to be standing up here and representing the nine people on this council.

Something was tried to be passed by me.

And now I see it.

Now I see it.

Okay.

I will not approve it.

It's up to the body to vote, but you've heard my opinion on it.

It also violates the OMA being here when someone has to go up to the podium and retrieve it before at the meeting starts at 6 15.

Thank you.

Thank you, solicitor.

Thank you for your and can I just ask a question?

My question's come.

I mean, I'm new here.

I'm trying to understand.

No, no, trying to do the best uh go right ahead.

So, what happens if the contract's not approved?

Then ask attorney Angel to speak because he's been under if I can hear the question again.

I'm sorry.

Could you please ask you?

I'm just trying to understand some of the things that you want on.

So if this amendment isn't approved by by Solicitor Millet, what what happens?

Well, then you continue with the present billing practice.

You continue with the present billing practice.

But you know, first of all, my my position is a charter position, so is the solicitors.

Charter speaks for itself.

I'm not going to get into that.

He objected to this amendment on the same grounds that he objected in February.

Okay.

His charter authority to draft the contract.

He doesn't draft every contract that comes through City Hall.

He just doesn't.

Nor is he going to draft a first party contract between me and my client.

That's inappropriate.

We've had this discussion back in February.

Um the hourly work that was done in February, uh, beg your pardon last summer.

Okay, Mr.

Millet stood up here and said, Well, you know, he he billed for 106 hours worth of work.

My hourly rate was the same as Mr.

DeSisto's.

I did two and a half times as much work as he did in Mark DeSisto's office will tell you that because they did not carry the water on drafting the final settlement documents, which went through about 10 iterations.

And I was directed to do that work by the presiding justice of the Superior Court, Alice Gibney, and attorney de Sisto in his office deferred to me.

To suggest that a uh itemized billing statement was not provided.

That's a misnomer.

Why in the world would you show your opponent your time specification for strategy and everything else that you're doing with your client in the middle of litigation?

Because it was a conflict.

The finance chair had access to those statements, and so did the president at that time.

Those statements exist and they are itemized.

They merely received an invoice.

What I'm proposing now is a greater level of transparency, where a redacted version of those time specifications would accompany the invoice, as they do in an unredacted fashion presently, should the circumstance exist.

I'm I'm sorry that folks are not accustomed to the proper way for lawyers to bill and the way to follow the rules of professional conduct.

Okay, but this is how to handle your business, and this is how to follow the law.

It just is.

So if I'm here, do you mind if I interject a bit on this one?

So if I'm hearing the answer to um Councilman Ritz's question, this would actually provide a much more transparent correct billings, maybe to address uh you know, Solicitor Millet's point.

You would have every one of us would have those those uh statements and those uh invoices available to us, redacted, albeit because you know those that's it's a legal matter.

Um this would be better if if we struck it down tonight, we go back to the original billings away that we passed in February.

I'm I know you're still your floor, it's still your floor.

I just want to make sure I doubt very much that if letters of engagements and contracts exist between this administration and lawyers that Mr.

Millet drafted them, if they even exist at all, which by the way, in mere non-existence is a violation of the rules of professional conduct.

So again, I still have the floor.

So if Solicitor Millet doesn't approve this, then we stay with the current billing.

But Solicitor Millet said he's a good thing.

No, no, he's he has no approval authority.

He has no pre you are my client.

You you the nine of you vote collectively as my client to approve the amendment.

He he has no say in it.

He he does.

I mean, anybody can step to the podium and say what they want.

We can talk about two ants running up the wall, but you people are the ones who vote on this.

And just so I'm I can say he had voted the charter in the charter with what Solicitor Millet said was that he had to approve the contract.

I'm just trying to fully understand.

He doesn't approve a first party contract between a lawyer and his client that flies in the face of the rules of professional conduct, which take precedence over your charter by virtue of the Rhode Island general laws.

Any anything in our own charter?

I remember what that I recall very clearly.

Um are you also councilman Rentz?

Councilman, I just want to make sure Councilman Andah and then Councilman Graziano, did you have your hand up as well?

And then Councilman Trafficanti.

Okay, Councilman uh Enduha.

Um Council Angel.

Um, so February 7th, I remember there was um the city solicitor, our city solicitor wasn't in agreement with that contract, and we still approved it and passed it, correct?

That's correct.

Okay.

So now I didn't mean to interrupt you.

So now all you're doing is basically changing it from a set price to an hourly price monthly, correct?

Or no, I mean you drew what are the what's the hourly thing that that's what I'm still confused.

The hourly is in the original is in the original document.

So the hourly is uh 25 an hour.

Okay, so okay.

So why can't we just move on?

Thank you.

Thank you, Councilman.

If I can, Mr.

Chairman, just thinking back to something that councilman Ritz said um just to give you uh the academic answer, okay.

The Rhode Island State Supreme Court has constitutional and inherent powers to regulate and administer the practice of law in 1988, exercising its plenary constitutional and inherent powers to regulate into discipline attorneys into regulate and administer the practice of law in Rhode Island.

The Rhode Island Supreme Court adopted the rules of professional conduct, which rules were subsequently updated in 2007.

I'll spare you the case law.

But what is important in the case law, it says that the authority to promulgate rules of professional conduct is conferred upon the Rhode Island State Supreme Court by Rhode Island General Laws 8 1-2, 8-6-2, 11-27-18, and by its inherent constitutional powers.

Okay.

In enactment of the General Assembly, it is well established case law by the Rhode Island Supreme Court in enactment of the General Assembly preempts and supersedes any charter provision to the contrary or any charter provision that is vacant but doesn't exist.

So where the municipality may have occupied a field of regulation by law, if it is contrary to state law, that local law is preempted.

Where the local municipality fails to occupy a field of regulation, state law prevails.

That's just simple constitutional law in the state of Rhode Island.

Thank you.

I'm gonna go to Councilwoman Graziano and then Councilman Traffican.

Thank you.

Um actually, Councilman Anduhar said part of what I wanted to say.

Um with regards to the fact that there was an objection, obviously on February 7th, and this was an unanimous vote to move forward with this contract.

Um the second thing now I'm thinking now I'm forgetting what I was gonna say.

Um the second thing is that um I have yet I this is just a general statement.

I do not want this answer because it is off topic, just a general statement that I have never seen a contract from the city um come through this that come to this commission.

Sorry, council.

Um, and I've I've repeatedly requested that we have standard contracts, and I still have never seen those.

Um, and then I forgot the other one.

Thank you, Councilwoman.

Councilman Traffic can't Ms.

Malay, please.

Solicitor, would you please?

Yes, sir, councilman.

I'm sure you're gonna agree that transparency and government is not a nicety, it's it's a necessity.

So based on these three amendments, will you agree or not agree that this these three amendments make his Mr.

Angel's contract more transparent?

I I don't think either way.

I don't think that's what this is doing.

I will suggest this, just based on since we had a constitutional lesson.

I don't want to answer your question either which way, okay?

But I'm gonna remind you, okay, that nine people individually and collectively, you hold the privilege by approving this document.

Mr.

Angel is asking you to waive the attorney client privilege unless it's voted upon.

Each one of you holds the privilege.

Mr.

Angel does not hold the privilege.

Okay, that's what makes attorney client privilege wonderful.

Come into my office and you can tell me you killed your wife.

There's nobody I can tell.

And you come into my office and tell me you're going to kill your wife, it's a different story.

There's a big difference.

Okay.

This contract, one of the things he's asking you to do is to is to basically put the attorney client privilege in his pocket.

You don't have to sign that either.

Okay.

And Mr.

Angel was correct about when charter is different from state law.

State law does Trump, no doubt about it.

If it's absent, state law trumps.

8.02, and I know of no state law that talks about the Cranston business.

So I'm gonna just point out in 8.02.

Quote the city solicitor shall prepare or approve the form of all contracts or other instruments to which the city is a party or in which it has an interest.

That's me.

So you can argue it all you want.

You can listen to the argument all you want.

Okay.

I have the authority, the sole authority to approve this.

And as to form.

If I approve it as the form, you can vote on it, no problem.

Okay, but this will not bind the city's hands.

Just like the February contract will not bind the city's hands.

And I don't know why.

If this contract number one was was in February, why six months later we're having a different uh amendment to this.

I haven't been told the reason for that.

Okay.

And I also don't know why.

When last year, when there was a conflict of interest and we talked about an hourly rate, it was 190 an hour, and now we're talking about 225 an hour.

But again, that's up for you guys to ask the question.

So you don't you don't you prefer not to answer councilman?

I don't I mean I did hear I know you're gonna give me a little bit of a answer is I don't think it does either.

I don't think it's transparent, nor do I think it's it's necessarily hiding anything.

I don't know.

I don't know.

So I won't answer your question whether or not this is transparent, and I don't I'm not gonna sit here and say it's it's not transparent.

This I don't I don't I don't fully understand the need for it in order to ensure against waiver of privilege and client information.

That's you.

You can take any information you want and go out and make it public.

You're the client, you're the one that has paying the bill.

So you hold the privilege collectively and individually.

So that's my answer to that question.

Thank you.

Hold on, so I believe councilman traffic can have one more question.

Is it for the solicitor traffic?

You know, uh here's my problem before councilman Bonano, before councilwoman Graziano, before Councilman Ritz, and before yours truly came on this council, was elected to this body.

Mr.

Angel's contract was in existence.

Why is this brought up now?

Almost five years later.

He was he was elected by two previous counsels to be the counsel, the counsel for this body.

Why now?

I don't I I can't answer that question.

Maybe that should be directed to someone else.

Uh all I'm at all I'm directing you to, Mr.

Trafficanti.

All I'm directing you to is the legal portion of it.

And you can ignore again my legal advice, or you can listen to me.

But I'm not ignoring it.

No, I'm not saying you are, I'm saying I'm saying as a whole.

Uh what I'm saying is this body can ignore what I'm saying and say, nah, no problem, or you can listen to me.

As I am, as I am the legal advisor to this council, unless there is a conflict, which I know of no conflict, to be honest with you, the conflict would be someone standing up here and and cheerleading for their own contract.

That's a little bit of a problem.

But that's where we're at, and I've given my advice.

And I've given my advice.

I'm just thank you.

Thank you, solicitor.

Uh, I'm gonna move on to uh Councilman Campo Piano.

He has his hand up, and I did see you, Councilman Benano.

Thank you, Chairman.

Um Director Zadellas is not in the room right now, and I know we're uh budgeted for 42,000 a year for the solicitor.

If there are overages, I don't know who can answer this.

Maybe Director Moretti.

If there are overtures, where's this money coming from?

There is no funds available from the city council.

The mayor didn't propose extra funds.

City council did not amend that.

So the budget is the budget, and so like all departments, we have to abide by our budget.

Um so there are there are no extra funds in terms of processing.

Sure, I I would minimally as a courtesy of the finance director's processing standard invoices, uh, whether it be council related invoices or administrative or school department invoices.

Um, but no, there's there's no additional funds available.

Can I I have a question?

I had a question that goes, and I'll get you know so last year, and right now, and I and perhaps we're going off the agenda a little bit.

So I do want to ask the question.

This happened last year.

It's not a hypothetical, and people were paid on on both sides of the uh the lawsuit.

Attorney Angel was paid, and the SISTO firm was paid.

That wasn't backed into the budget when we passed it, but somehow they all got paid because it was necessary for both sides to have legal defense.

There has to be something, and I know this is not a topic right now for it.

And so I'm not I'm not putting you at a bad position.

But it did happen.

It's it would and and people did get paid, and you know, and we stood before court and we came to a settlement, right?

So it's not beyond the realm of possibilities.

We may need something like that again.

I hope it doesn't.

It hadn't happened in a long time, and hopefully we won't be here when this if it happens again.

But I brought that up at the same time, and I don't want to belabor it because that that specific thing is not on the agenda.

So I don't want to put you in a bad point, but certainly you can make comments on it.

Sure.

I uh along that, just to kind of wrap that.

Um there was an issue in the mayor.

I would say at his discretion, accepted those charges because he found funds elsewhere to cover it.

Um in order to move on with the city, he felt that was more important than make that a stickling point.

So uh Mayor Hopkins was the one who made that decision in the best interest of the city to cover those expenses and reduce his side of the budget to offset those costs and not create another issue and exacerbate an issue when there was some disagreement with the council as to do with the opera funds.

No, thank you.

Thank you for that.

Um, did you still have more?

I just want to make sure I just wanted to say that um I know how tight this budget gets, and it gets tighter and tighter as we go every year.

And it's just a major concern of mine that uh we have an open-ended bill that could happen here that we don't know we're gonna get those funds.

So I just want to go and recognize that.

But we would have to, Mr.

Yeah, we would have to approve it as a body, like we did last year.

Um didn't.

Are we open to the penalties we see here?

Um Mr.

Chairman, you can answer if I may I sort of correct a couple of misstatements that I've heard here tonight or misleading statements that I've heard.

No one member of this council may waive the attorney client privilege for the council.

Let's be clear.

As an organization, you individually are nine constituent members of an organizational client under the rules of professional conduct, and it's very clear that only an affirmative vote of that organizational client, particularly a governmental organizational client, may waive the privilege.

Okay, a majority vote, not one of you.

Okay, that's a misstatement.

Second thing I want to say is what happens when parks and rec's department look.

Let's do something different.

What happens when the Department of Public Works is over by a half a million dollars because we've had a blizzard?

Do we not pay the vendors who plow the streets?

Of course not.

If you continue to read the charter, that's why you have fourth quarter transfers.

That's the answer.

And it's in the charter, it's done every year.

You people do it in the fourth quarter when you approve fourth quarter transfers.

It's not as if the city's broke.

It's not as if the city doesn't have working capital, and when you get sued, you don't have the luxury of saying to someone, excuse me, we need to go pass another budget so that we can fund the lawsuit.

That's not what happens.

That's not what this administration does when it gets sued.

It's not.

You see those bills all the time.

Are there other questions, Mr.

Chairman?

I'm gonna go to uh Councilman Banano, he's been waiting.

Oh, I'll I I I jumped the line on you.

I'm sorry, Christopher.

No, no, no harm, no foul.

I don't know if that I have any questions, but I have a statement.

Um I agree with my colleague.

And I'm proud to call him my colleague, and I'm surprised that I can call him a colleague.

Mike Trafficani.

Regardless, this adds transparency.

My goal is transparency.

My goal has always been to do what's best for the city as a whole.

The people that voted for me and the people that did not, of which there, I'm sure there were quite a few.

Let's address the animal in the room.

Not having this in another community caused big problems for that community.

And let me tell you, I'm not gonna get into how or why, but because of friendships, I heard a lot about that, and it hurt people.

What this does is remove that possibility from Cranston.

He doesn't understand history is doomed to repeat it.

We've we're taking lessons here from another community, and we are applying them to Cranston so Cranston doesn't get hurt in the future.

There are people in this room, and I know why they're here.

Okay, I know why they're here because they don't want to see this pass because that lack of transparency in that community gave them an avenue to cause problems in that community for good people.

So we can talk about some of the other things in a later meeting or outside here in the media or whatever.

But my grandfather used to say a broken clock is right twice a day.

Um I don't mean to call attorney angel a broken clock, but when somebody is right, they're right, and this is right, and it's transparent.

And I'm gonna catch some heat for saying this, but it's right, it's transparent, and it puts the city of Cranston in a better position than we were yesterday.

Thank you.

Thank you, Councilman Bonano.

And as we um I'm gonna I'm gonna take one last comment.

I think we've pretty much exhausted it.

I and I'll I won't even make another statement because I don't think I could say it better than you right now, Councilman Bernano.

Um, Councilman Ritz, just because I get asked this question a lot with with the billing, and the different residents reach out to me about who approves this billing.

I guess maybe it's for Director Moretti or who, but who should be the correct person that gets this billing and approves it?

Go through the finance chair.

It's a finance matter.

Yeah, you can go through the finance chair and pass through the finance.

I mean, there are other invoices that are submitted to this council every month.

You employ a grant writer, you employ Mr.

Lima to take the um to do the video work.

You have a direct first party contract with him, just as you have a direct first party contract with the grant writer.

I'm probably missing someone, but I'm sure there's others.

I'm just trying to fully understand.

Can I do it again?

Ask that question once.

I'm just trying to fully understand it.

Right, I am gonna make a comment.

I I am gonna be a no vote on this, just because I don't fully understand it.

Uh I'm getting two different opinions.

I'm very confused where we should be here.

So it's it's a no vote for me.

Well, I'll call that in a minute.

I think I'm gonna call it.

I have no, I appreciate you right.

You know, yes, Councilman.

I just want to make a statement that Chairman Wall went off topic, so when I go off topic out of meeting, I would I would like to let my sentence be finished.

Duly noted, Councilman Ander.

Um looking for a motion here.

Motion to approve.

Second.

Motion to approve.

Is there any further motion approved?

There is a there is a second.

Is there any further discussion from members of the council?

I see no more.

Clerk, would you please call it all?

Councilwoman Graziano, yes, councilman Anduhar.

Yes, Councilman Ritz.

No, Councilman Trafficanti.

Yes, Councilwoman Horayan.

Yes, Council Vice President Wall.

Yes, Council President Marino, abstain.

Okay, that motion carries.

All right, being no further business before this committee.

I look for a motion to adjourn this this meeting.

We do have another meeting.

So move.

Motion to adjourn the second.

All in favor signify by saying aye.

Aye.

Opposed, signifying saying nay.

The eyes have it.

This meeting is concluded.

In about two minutes, we're gonna start the council meeting.

Welcome to the Cr City Council.

Uh Cranston's special meeting for six thirty this evening.

It's uh behind due to the finance committee meeting that we had this evening.

We are now adjourning, and I would ask at this time for the clerk to please take the role.

Councilman Campalpiano.

Present.

Councilman Banano.

Present.

Councilwoman Graziano.

Present.

Councilwoman Horrian.

Present.

Councilman Anduhar.

Present.

Councilman Ritz.

Present.

Councilman Traficante.

Present.

Council Vice President Wall.

Here.

Council President Marino.

Present.

Also at this time, I just want to acknowledge and ask for a moment of silence for the passing of Judge Caprio this evening.

We could have a few moments of silence.

I'd appreciate that.

Thank you.

Prayers to him and his family, given his passing.

First up this evening, we have the report of of the finance committee.

I will uh give the floor to Chairman Wall.

Thank you, uh Council President.

Um the finance committee did in fact meet for a special meeting.

Some of you may recall just a few minutes ago, we considered the proposed amendment of the letter of engagement.

The letter of engagement was dated February seventh, two thousand twenty-five between this transition city council and Stephen J.

Angel Esquire of Angel Law LLC as council attorney and litig litigation counsel for the city of uh for the city council.

The term beginning January twenty-fifth uh January of two thousand twenty-five and end in January of two thousand twenty-seven.

It was considered and passed in the finance committee a few minutes ago.

I would recommend passage.

Second.

Any discussion from council members.

There being none, clerk, please take the roll.

Councilman Bonano.

Yes.

Councilman Councilwoman Graziano.

Yes.

Councilwoman Horayan.

Yes.

Councilman Anduhar.

Yes.

Councilman Ritz.

No.

Councilman Traficante.

Yes.

Council Vice President Wall.

Council President Marino.

Abstain.

Next up this evening we have executive session.

I believe Attorney Angel would like to be heard.

That will end the evening.

Do I have a motion to adjourn?

Motion to adjourn.

Second.

All those in favor?

Any opposed?

Ayes have it.

Good evening.