January 30, 2024 Council Finance Committee/Investment Review Committee

Video

Transcript

[00:00:00] Chair Lisa Matichak: Okay, um, call the meeting of the council finance committee meeting to order at, uh, 9 o'clock. And this meeting is being conducted with a virtual component. And when the chair announces the item on which you wish to speak, Quick the raise hand feature in Zoom, or push star 9 on your quote. And nature recognizes you to provide your comment, click on the union feature in Zim, or dial Sternix, star 6 on your phone. Speaker will have up to three minutes for their comments. I just kind of curious, do we have any... No public attendees? Okay. So take roll call. Committee member,

[00:00:38] Chair Lisa Matichak: remember? Here.

[00:00:39] Chair Lisa Matichak: Committee memberamos.

[00:00:41] Member Emily Ann Ramos: Here,

[00:00:41] Chair Lisa Matichak: and chair manager. You. The first item on the agenda is the approval of the minutes from December 6th. Are there any committee corrections or comments on these?

[00:00:53] Unknown Speaker: I submitted one, uh, minor correction, advanced in the meeting, changing the word two to the word the... Okay. Oh, the grammar. Yeah, but I didn't see anything else. Okay..

[00:01:07] Chair Lisa Matichak: Okay. Okay, and I don't see any references of public here. Um, so, um, motion is in order. I

[00:01:17] Unknown Speaker: move to approve the minutes, uh, with the noted corrections. Okay. Can

[00:01:23] Chair Lisa Matichak: you just raise your hand? Yep. All those in favor? My class is unanimously. And moving on to item four. Oral Communications, this portion of the meeting is reserved for persons wishing to address the committee on any matter not on the agenda. Speakers are limited in three minutes. State law, and it's the committee from everyone on agenda items. And we don't have any members of the public here, and online, so we will close that item. Next is unfinished business, number 5.1. Repose changes, council policy, A10, authorization to execute city contracts and agreements, and increase certain limited appropriations. Is there a sniff from port? Uh,

[00:02:08] Unknown Speaker: yeah, the memo. Okay,

[00:02:10] Chair Lisa Matichak: I just want to hit an

[00:02:12] Unknown Speaker: oral... Sorry, or... I would say report... presentation. Yeah, I'll kick it off, and then it's really more of a discussion, and we've got staff here to kind of work through a couple nuances that we kind of basically looked at how to implement what we were proposing. And we talked a little bit more with other departments about logistics. There were some concerns that popped up, as far as, you know, what does the council and the CFC want to see, and what maybe, how can we address some of the concerns, without sending more agreements to council for approval. while maintaining our high purchasing policy, satisfying, and be more efficient, basically. So, the first thing that I was just gonna point out that in our red line diversion, we had stricken category 9, which had to do with, um, instructor agreements for, um, CSD, and so... Okay, you say that? Oh, uh... I didn't know my name. Yes, category 9, it's an appendix A, or exhibit A, sorry. Second to last page. Correct. And that's all the recreation program contracts. So we're actually gonna, we're proposing to keep that in, because, um, if we strike that, you would be seeing all of the instructor agreements that come, well, not all, but a fair amount of the instructor agreements, especially after a certain number of years. And I just wanted to discuss that with the committee to see you. If that was the intent, or if it's okay to keep the same procedure on that, and that's why we have some reps from CSD, and they can answer any questions you may have, or so maybe we can start with that one. That might be a one. So... We're proposing to keep that in and keep the practice the same. Any questions or concerns on that? Well,

[00:04:07] Chair Lisa Matichak: I guess maybe you could talk a little bit about, um, how many there are, and, um, the dollar amount for these. Yeah,

[00:04:14] Unknown Speaker: so, right now, we have about 32 active vendors that we contract with to provide classes and camps for the city. These are the programs that are listed in the city's activity guide, and that are... And, um, the dollar amounts can range from a brand new instructor at maybe $5,000 or $10,000 a year. We try them out low to a more seasoned instructor like Skyhawks or kids of soccer that are around $99,000 a year. The dollar amounts will vary based off of the success and the demand of the programs that are being provided. And oftentimes, if a session is did way better than we were anticipating. We may have to, and then the agreement to add more funds, to provide the additional services through the rest of the fiscal year. Most of these agreements, especially for those vendors that we've had on a regular basis, are two year agreements. They would be hitting that $250,000 threshold, probably in year 3 of us doing business, and then thereafter, would have to continue to come back to council for about 32 agreements for you to review and approve. But the process has worked well, and again, our max has been 99,000 for one year. for our big ones. Any questions about this part?

[00:05:36] Unknown Speaker: Well, I guess I'm confused. So it was originally a staff recommendation to eliminate the category in NASTAF as a menu, 'cause we never, I never, this wasn't something I was focusing on the last time we discussed this.

[00:05:50] Unknown Speaker: Yeah, we wanted to make it more consistent with all other contracts, but then realizing in practice, that won't be as efficient as it currently is, and we're going the wrong direction on the efficiency. So we're proposing just to keep it in. Okay. Yeah, it was, we were trying to consolidate and be more consistent with the type, so we don't have any carve outs, but I think in this case, the carve out is. is appropriate. I just wanted to check. Fair,

[00:06:15] Unknown Speaker: fair enough. I'm comfortable with this change, but I guess the broader question is, have you talked about these changes with every department? You know, do you need more time to actually suss out some of the practicalities of implementation? Yeah, I think we have now.

[00:06:33] Unknown Speaker: Okay. After our last meeting, after we needed some more clarification, We worked with the city attorney's office, worked with the major users of policy A 10, talked to them a little bit in more depth. So I'm comfortable with who we've talked to now, and to move forward with our recommendation. So, yeah. I don't have any other questions, but... real quick, just real quick, I'd like to say, I think that that, you know, this is a big change, probably a lot of years in the making for the city, and I think that, um, I could probably see why there was, it wasn't done before, because it is, it's a big change, and there's a lot of people involved, and it impacts every department, like you said. So I think that that's, um, maybe a little bit more than I even realized as a newcomer here. And so I think now, with the new proposed changes, we're more comfortable. All of the

[00:07:28] Unknown Speaker: stakeholders have been engaged at this point. Yeah, okay. Margely,

[00:07:35] Unknown Speaker: um, so this is including vendors who give us different summer, like, programs or whatever type of programs. Okay. Um, and, and none of that, and none of that decision making goes to the council, we had gone to the council before, correct, on that. So

[00:07:53] Unknown Speaker: how it is strucking out a 9 on the red line version is how it is now, with having department head and city manager.

[00:08:01] Unknown Speaker: You might want to read the definition of that category. I go along with... That's how big. It really

[00:08:12] Unknown Speaker: makes terrified. Okay. Okay. Um,

[00:08:21] Unknown Speaker: I can read that. Category includes the routine contracts for the recreation program, including contracts to teach city recreation classes, referee athletic events.

[00:08:36] Unknown Speaker: I mean, you haven't done it before. It's fine not adding it as a new thing. You guys asked approval on this. So

[00:08:46] Chair Lisa Matichak: I guess I had a broader question. Um, after our last discussion about this, um, we and Tesh had a both conversation with New York for council meeting, um, about some concern about, um, having multi year contracts, um, exceed the signature authority of the person who could sign it, um, coming to council and some challenges you were finding. And I guess I expected to see something different than what is being proposed here. Like I expected it to be more complicated, frankly. And it seems like it's actually now fairly simple. But you said you've checked with all of the departments. Great. So, uh, I...

[00:09:32] Unknown Speaker: In this meeting, I wanted to... Dawn and others are here, but we want to, um, discuss a little bit different approach than what was written down there, so that's why it is a little bit different than this was a simple approach that we thought was gonna work, but it's changed in the last couple days. There's been some, you know... So that's... We're gonna recommend a little bit different approach than what's in there. And so that's what I wanted to discuss today. Okay,

[00:09:59] Chair Lisa Matichak: so before we get into that, let me ask my other question, then. Sure. And that is, um, on the policy itself. On page two, then I'm looking at the deadline for sure. Um... It's on C. Yes, I just... Donald amounts are applicable city wise, except for professional, specialized, or legal services required for legal representation, which shall be by department. So I read that a few times, and I did see in the definition, um, more information on that. But the first time I read this, I thought, Oh, um, required for legal representation only applies to, um, maybe specialized services or legal or legal services. But actually, I think you're saying it applies to professional specialized or legal services. Is that true? No,

[00:10:58] Unknown Speaker: it is for legal representation. And that's why we need to clean this language up, I believe. Ah. Yeah, 'cause it can read a couple of different ways. Yeah. Yeah. And so I wouldn't like to clarify, and I think Matash has his hand up, too. He can also provide input, but that should be for legal related contracts. Okay. Those type of contracts that are related to legal.

[00:11:20] Chair Lisa Matichak: So this could say dollar amounts, um, like, for legal representation, for professional, blah, blah, blah, blah. Yeah, we'll

[00:11:26] Unknown Speaker: put legal representation first. Okay. Okay. And then the test?

[00:11:31] Unknown Speaker: Yes, vice mayor. I just wanted to clarify that there are times when we have to hire experts through outside council, and that's why it includes other types of professionals who may not necessarily be attorneys, but they are retained through a law firm or for legal purposes, for a case, for example. Right. That

[00:11:51] Chair Lisa Matichak: totally makes sense to me. It's just the way I read it. I wasn't sure what it meant, frankly. Um, okay. So then getting to the other question. Oh, actually, then, let's see, on page... 207. This is where, then, you might want to look at, do you need to change the wording on the type of contractor agreement, professional or specialized service? And I thought that meant, I wasn't sure if that was for legal or for non legal. That kind of tied in with that one. Okay, so then the other topic she said you were working on. Yes,

[00:12:38] Unknown Speaker: thank you. So, I think in the past, in what's in the memo, we talked about, um, if there's no break in service, We do, like, an annual contract. You know, would that come back to council every year? And further discussion and a little bit more research with other agencies, some of the best practices. There's several different ways. that we can do it, and so we're looking for an input on what your guidance would be. We can look at scope of work, you know, single it out. Look at the thresholds by scope of work. So if, and Don can give some good examples of different scopes of work for the same vendor that they, that public works uses. So that's one way of looking at it in the past, the practice has been that it resets after one year, like by fiscal year, which, I think, is probably less prominent in practice of other agencies. And so, maybe you do want to give some examples of public works and how it impacts you and what the scope of work versus... Okay.

[00:13:43] Unknown Speaker: Since you have numerous, yeah. I appreciate that. So, past practice has been that in the annual budget, we see funding that allows us, you know, do our day to day operations, and there are a variety of smaller scale contracts that we enter into for specialized services. And these are annual contracts. So every year, we enter into the next annual contract. And one of the reasons you'll see in the policy is it says, we can't execute or enter into an agreement until after there's budget for it. There's specific wording in here. So, we carefully time these annual contracts that we're entering into them by July 1st as close to July as possible, because you're not meeting between the end of June and the 2nd week in September. And, um, it's just how we've always been approaching it. So it's a reset, because it's a new contract every year, using the new budget that allows us to keep going with these services. As it's proposed in this new language, where you get cumulative year after year after year, after two or three years, we'll be bringing all of these annual contracts to you for renewal every year. Some of them might be very small, $40,000 ones, some might be 80,000, 90,000, for routine work. Now, I do want to say we do R of peace, right? Every three to five years, but some of these are so specialized. There may be nobody else that can do this level work, and some of it's regulatory purposes here. We don't want to take a chance on an unproven firm. They have to show us they really can do the work. So to give you some examples of some of these annual contracts that we do. Geologic associates is being monitoring and reporting for the landfill. They're testing the groundwater, they're testing soils, reporting out to regulatory. That is an $89,000 contract. And right now, they're the ones that have had the skills and the resources develop to meet our requirements. So, see, after two or three years, will be coming to you every year to renew that contract. Shaft and Wheel are absolute experts in wet utilities and doing capacity analysis. And when a new development project comes in, or we're doing another type of project, they need to run this specialized model for us. And they have to do it quickly. So we have annual contracts with them. Yeah, you know, we can do task orders with them, and we have to do one in July or August, we need to know the contracts in place for that. They run that annual contract's about $100,000 a year. Signet testing lasts, 50,000, um, we've got two, 50,000 in a row with them, and might continue. That's when we have to do quick soil testing. There's a development project happening. There's a concern, or water testing, or something, I mean, material testing. It's a way for us to, you know, quickly take care of it and make sure we're not slowing down, it's on the project or another project. We have on call traffic engineering contracts. Same thing. So, the way it's worked in the past, again, as I mentioned, is because we enter into new contracts with them every year, which also gives us a chance to see if the scope needs to be adjusted, new regulatory requirements came in, something like that. And it's based upon adopting the annual budget, we can keep that going even while you're on summer break.

[00:17:05] Unknown Speaker: It is possible to work with this new cumulative plan, where you're going to now see all these annual contracts, but we need to make sure we get to you in June of every year, with the listing of these contracts, and someone will be small, some will be $20,000, 'cause over time, maybe they accumulated. It depends, right? But more likely, it's gonna be in the range of 50 to 100,000. We'll start tripping up the 250 Kma, too. over the years. But we'll need to change how we do things and need to do it by this June if you adopt it. And what I've discovered is, we're not the only department that have these small scale annual contracts that we do that help us get our day to day operates. So it'll be not just public works, but all of us will have to go through and come up with this list, and change you, in order to continue contracting with the sperms year after year. That's one issue. Which, again, there are ways we can deal with it, but we'll have to change how we do things, so it goes back to that efficiency issue again. The other issue is, um, again, before, if we did want to contract with a professional service bender, um, and it was gonna top 100,000 for the year over multiple projects. That was done by department year. So, to give you an example, in 2019, all the planning. We went out with a small informal RP, and they won a $35,000 contract from us to do a bike share evaluation. Later in the year, we needed to do another one that dealt with safe routes to school, and they came on top, and won a $50,000 or $45,000 contract. Then we were going to do the Peninsula bike way, studying conjunction with three other cities. That was $100,000 contract. All that was in the same operating budget same year. Oops, we went to council, and we said, Please approve adding this new contract, all three of them, completely different scopes of services. So, if this happens the way it's written, and it's cumulative, and it doesn't matter which department, it doesn't matter what the scope of the project is, it means every time we have one of these little things happening, but we previously, in previous years, I was will be coming to you. And then if it's gonna match, combining the departments, CDD uses a lot of the same service providers we do. So let's just say CDD enter into a contract, with a planning or a firm, or 240,000. Now, we want to go do this quick parking analysis of this one street, so we can get ready to see, should we be evaluating it for more, to come to you about something, and it's a $15,000 contract. I'm coming to you for the $15,000 contract. The way it's written this, even though it's a different department. It's a completely different scope of services, but it's the same fender. So, in my ideal world, we would stick to the way we've always been doing it. But understanding that if you, you know, if you want counsel to be approving more of these and seeing more of them, um, humid, based upon the same scope of work, it's gonna be more manageable for us. Again, those annual contracts now, to start coming to you every June and to work to pull our list together. I can give it to you. Well, if you're gonna make it also citywide across all departments, that is gonna be a lot more difficult for all of us to track, make sure we come to, and you will start seeing $10,000 cultures, maybe, if it's just this very small service we need from them, but because they have a contract with another department. for having to come to you. I have a question on that second

[00:20:50] Chair Lisa Matichak: example. Are those, um, not typically expenditures that are in the improved budget? They're like emergencies or, oh, my gosh, we need this.

[00:21:02] Unknown Speaker: We're using money that's in the approved budget most of the time, or they might have been a limited term approval. We'll notice that sometimes we come to you and we say, you know, you've asked us to take on this. We need $75,000 in assistance to help us get through this, and it's a limited term, one time appropriation. We go through the selection process, and it turns out to be a firm that wins the selection process, that we already do other work. That type of thing. But this is all money that's been approved in the budget, either as the ongoing budget, or as a special, limited term request. Okay. I

[00:21:40] Unknown Speaker: can give another example. In the city manager's office. Christina uses our PPG of our legislative consultant. We recently engaged RPMG, hire Kelly Bowers, Dr. Kelly Bowers, to help facilitate the committee working with the shoreline in the school district. And then we also, Don and I have recently utilized RPLG, the legal arm to hire John Holtzman to help us with the CWA, the community workforce agreement. So, three very different scopes. All of them are under umbrella of one firm. And if we had to start to think, like, how all these things aggregate together, we would have had to have come to you with probably all those contracts. Well,

[00:22:27] Unknown Speaker: well, ultimately, if you break it down far enough, everything would be coming to council, and for the DR size, I think, that's not the most efficient use of council's time or staff's time. And I would say, too, the reason why a centralized purchasing function is so valid, and it's so great that we have it in Mountain View is to put that transparent bidding process. The RFP, the RFQ. Even the things that aren't just mentioned, we still go out for bids on those professional services. So even though it landed where we hired, you know, a firm or an arm of a firm, we talked to 2 or 3 others, sometimes more. So we have those controls in place, which is why I think we've been able to do a good job with it and be, you know, effective and efficient. But, you know, having the centralized purchasing and having those really strong internal controls helps with that buffer, too. And I've been in agencies where we didn't have centralized purchasing, where this was more, I would say, it may seem more likely as a reason why you would want to do this, but because we have centralized purchasing. I feel like there's way more of those internal controls, and it's something that, you know, even, you know, audit firms, you all are well aware that we have the single audit every year. We just have those strong checks and balances in place where I wouldn't want us to go backwards and then have to just create tons more work for staff and for you all, too. I mean, then you'd be looking at consent agendas with 30, 40 items on them, easily. I mean, not even trying to be funny. Um, so I think I, the process we have in place makes sense for an agency, our size. So I don't know if that's helpful at all, but I think there are ways that we can kind of more fit, so that it works, but we don't want to take steps backwards. You

[00:24:34] Unknown Speaker: think about it, we started this exercise to acknowledge inflation, an increased threshold. In doing so, we also want to make sure that there's transparency, you know, with the efficiencies we're trying to achieve. And so we started down the road of, you know, how to we make sure that you folks have, you know, what you feel is appropriate from a transparency perspective. Then there are these kind of not even gonna necessarily call them unique, but kind of consistent administrative things that occur. There might be another way that we can create transparency without it being, you know, these really large concept calendars all the time that Kimber was speaking to. And so, I don't know, Derek really. Not even

[00:25:13] Unknown Speaker: updates. I mean, we could even give council updates on hairs, you know. I like it. been approved. And...

[00:25:19] Unknown Speaker: His informational item, I think, that shows all the POs issued for these types of agreement. Right, every quarter. Every quarter. Yeah, I know, that's similar. Is that the recommendation from stuff? That's what, that was one of the additional safeguards I was gonna recommend. To have that reporting, go back to, maybe, agreement by, look at the agreements by the scope, um, apartment, with a similar practice. And then also do that. Every quarterly report. I know Palo Alto does similar to that.

[00:25:49] Unknown Speaker: I was with County Santa Clara. They gave the roads and airports department director, authority up to 250, but I had to submit a correlative report, out of the contract, signed within that signature authority. It was just a list. Yep, you know, transparency, awareness. Um... So, that is a way. I'm

[00:26:16] Unknown Speaker: just thinking about how can this go wrong? So, I'm fine with the idea of the quarterly thing, but, like, if something goes wrong. Like, in worst case scenario, the reason why, like, these things exist is, like, I just imagine, like, a really bad voice article about some vendor that we are really aware of as a council that somehow got, like, $50000000 from the city or something. I doubt that's going to be like that big, but that's like worst case scenario. have to go to council. No, no, no, no, no. But like if you have it like small enough, like things, like how, what is the worst case scenario of that kind of thing? Um, and then I also think about like, okay, so we do get a quarterly report. What if we find something that council has issues with a quarterly report? Like, what is our next steps from there? I

[00:27:03] Unknown Speaker: would say you would bring it up in this committee, or you'd raise it with me, or I'm the plan instructor, and we'd address it. It's more so to provide that the eyes on it. And Derek and I have talked about this a while ago, because it was a practice that we used in a prior agency, so that the council and the public, It was basically like, you could see every contract. Every, everyone at the department, that the city manager, you know, obviously you all see the ones that you touch. But I would say if there is a significant issue. You know, you would raise it. You would raise it. And the other thing is, typically when there are significant issues like that, sometimes those come out and on it, too. So, um, you know, the audits we have in the firms are really thorough about looking at things that could be red flags. Um, so, I think there's definitely avenues, Um, but at least having that, that insight to it would be a step. I don't

[00:28:03] Chair Lisa Matichak: have questions, I... Okay.

[00:28:06] Unknown Speaker: So I'm comfortable with the provisions proposed by staff. More important to me than explicit permission from the council is the disclosure of approvals. You know, we had talked about in the last meeting, whether it was necessary to have that at the policy. I'm now persuaded that it should be explicitly in the policy. So that way, you know, future committees and staff recognize that this disclosure is an important part of accountability, rightly. Um, and, uh, I feel like that was something I didn't, I don't recall seeing that in the policy. That might be something I really want to be. I don't remember. It was in the minutes, I think, about it, but not in the policy itself. Um, I do have a clarifying question, um, about... I hope I'd be able to directly find it. There was, uh, I think it was, so, amendments to, this is the final provision, I believe. in the policy, amendments to agreements or contracts that were originally approved by the council, requires subsequent approval by the city council, unless the changes are to the extent, the term thereof. And then there are other things that I think makes sense. But to extend the term, in that case, are you talking about extending the term with no additional financial impact to the city? Not just, I mean, extending the term could also mean, you know, with a new expenditure, right? So can we clarify that that's narrowly scoped, too, extending the terms for contracts where there is no additional expenditure? That would give me more comfort then. But aside from that, I appreciate the examples that you've given, and they're helpful. I do think there is that nuance about, uh, different scopes, you know, and not continuously extending contracts where there's one scope, and one, um, uh, one particular vendor, contractor, or consultant, or whatever. Um, but, uh, as long as then we are being very transparent about what, what those, the, the contracts that are being approved without council rule are uncomfortable. that, in lieu of what we were of the direction that we had been going down, provisions. I'm

[00:30:33] Chair Lisa Matichak: not looking to add more work for anyone. That's really not the point of this. And, uh, so I... I agree that what I'm looking for is visibility for both the council, as well as the public. And, um, I think Cordolay reports would be great. I guess I'd want to know what specifically would be on that, because I wouldn't, like, how would I know the total value, and what time frame would it be over, um, on a report, or is it, like, the current value of the contract, um, because in order to know the magnitude, I'd have to know some sort of total number over some period of time, and a brief description of what the contract is about. Because I wouldn't necessarily know by the name of the vendor, what they do, and what we hired them for. Because I guess to your point, if we hired one firm to do three very different things. I want to know that. So I guess, you know, is that what you were thinking for the reporter? Had you thought about it yet in terms of what would be on the report? Yeah,

[00:31:40] Unknown Speaker: I did. So it would be by P.O. And so, by purchase order, and so, I think that would show that we give a description of what it is. We do usually do different purchase orders for different scopes of work. So that would show you, have numerous, you know, if there was numerous POs to the same vendor, you would see it there. And you could ask questions from there. We'll give you the PO dollar amount, so you would know the total amount that we're... Which is what...

[00:32:07] Unknown Speaker: Which was in the contract? When we do a professional services agreement, to exceed $100,000, we also have to re issue a P.O. in addition to that contract. And so the PO amount reflects the not to exceed amount in the contract. And I'm sure you'll include the name of the consulting firm, also known as the vendor, and the, um, it's usually entitled to it, or which tells you what the project is. And And

[00:32:40] Chair Lisa Matichak: when we have visibility into, um, we did three POs this year, but we've used them for the past 10 years. And that's the piece that, um... So in total... And as in

[00:32:54] Unknown Speaker: X millions of dollars with them. I don't think we've typically reported the cumulative, 'cause you could probably go back to some firm's decades. Continuously?

[00:33:07] Chair Lisa Matichak: If

[00:33:08] Unknown Speaker: there's a break. Maybe the services. If it's a one... a one, like, a sole source where they're the only ones that do, you know? You would typically probably see it in a situation where, like, the landfill mitigation or whatever. I mean, it would have to be a unique situation. Yeah. It's possible. If you have, like, one firm that does that thing the best. Maybe,

[00:33:34] Unknown Speaker: you know, get left. FD and that team come up with what a draft iteration of it could look like. Yeah, we can look... And that'll give you something to respond to and look at, you know, we'll get it embedded in the policy, and then we can bring that back to this committee to say, Okay, this is what we're thinking. We can aggregate and put together using the systems we have. Let this meet your expectations, or do you want us to try and work on it a little more? Yeah,

[00:33:59] Chair Lisa Matichak: I'd like it to be what can be produced from the systems, as opposed to some of the annual, as do collect the information. We would prefer that, too. That was going through my mind, like, where were we going? And I see a hand in the back. Yeah.

[00:34:13] Unknown Speaker: I can tell you what's on the report. The description is not something that's in the report. So that's something I would manually be taking in on an Excel. So, a report that I was thinking we could use would be the one that went, but... the term, but the description, you know, of course, the name of the firm. A description is something that they're won't capture, because that's a different field, that's not captured by the report, but that is something that I would need to just go through. Each one of those contracts. How many contracts are there?

[00:34:50] Chair Lisa Matichak: So is the report generated by the system? Yes. Yes. And we can't alterly report it to add another field. It

[00:34:58] Unknown Speaker: won't add the description field, 'cause they're, I mean, the way the system is now, we try to see... something, or rendering. I know, they haven't seen me, she left us before, but this description field, It's just a whole different... No, that's not one of those. There is a field, where we manually, one near... We will manually enter into the requisition. Sort of a character limit, and so we try to, so that, you know, when we are running such a... because we've had to run them for other reasons, we will enter... a small description ourselves. That field is captured, so... And that's so there. So instead of just saying consultant services, and in that field, we could say something like, study form, whatever. It's a very... It's a very small...

[00:36:00] Chair Lisa Matichak: Yeah. And

[00:36:01] Unknown Speaker: that's why I say, let us take a crack at first internally, and give you something to react to, and then let's see where we can go from there. Okay. Yeah,

[00:36:10] Unknown Speaker: yeah, yeah. We can work on it, and we can work with the program or two.

[00:36:13] Chair Lisa Matichak: Yeah, so, I hear what you're saying, and, um, yeah, I... don't want to make more work for everybody, but it is important for me to have this ability. Counseling. I

[00:36:30] Unknown Speaker: don't necessarily need a description for everything. Right? We might see some very small figures on there, or I'm just gonna trust you, right? But there might be examples where, and this is where some discretion from staff might be valuable. If we're talking about, you know, a cumulative amount in excess of some large number, right? We've been working with this contractor for so long that we've provided over $10 million in public funding or something, that might be something worth elevating, right? Use your best judgment. And that's where, or just be open to questions from the council, hey, what is this contract? Can you provide more information? You don't necessarily have to provide all of the information up front. Just be willing to answer questions on the council once

[00:37:14] Unknown Speaker: the report is submitted. Seems... We can maybe look and see when the vendor 1st started, what entered into the system. Yeah, that's a good idea. Why have a new... since 1975. Okay,

[00:37:25] Unknown Speaker: let's talk about that again. Yes, there's different scopes of services and so on. But, you know... We hear, you know, definitely, what you're hearing at what you're saying, and we could talk about it and see how that makes it work. Look at

[00:37:44] Unknown Speaker: the... Look at the policy to reflect exactly the intentions that the three of you have, and then we'll work on the mechanics and come back to you. So, um, for

[00:37:54] Chair Lisa Matichak: today, are there any other... I

[00:37:57] Unknown Speaker: had one unrelated matter. When does the inflation provision kick in? Uh, 2025. Okay. I was hoping that we would clarify that in the policy itself. Okay. Okay, we will. Okay, thank you. You're welcome.

[00:38:11] Chair Lisa Matichak: So today, we can't really approve. Correct.

[00:38:18] Unknown Speaker: You provided the input of staff needs to do the draft that will, then, head to council, reflecting what you discussed today. Oh, okay. Okay. Okay. Still need emotion.

[00:38:32] Unknown Speaker: So didn't we want to bring this the actual policy, though, to counsel in February, and then we can... I think that the quarterly update piece, that's really mechanical. I feel like you've given good direction that you want it quarterly, and we'll figure out how it's gonna look. And here's the other thing. We can bring the first version to you, and try it, and if we feel like we need to modify it, we can do that. You know? So, if don't we need the policy, approved, bring forward in February, and then we can work through the mechanics of what the actual update. We'll look like. And we could look at how other cities are reporting it to, and just kind of see what they do and what might work for Mountain View. So if you're comfortable with that and just giving us direction to just go, go do it, then we can tweak it if you all want to revisit it, and you're like, oh, I don't like this, the way it looks here, but maybe put it here, that's something this committee can revisit, maybe after you see first update. Okay. So,

[00:39:37] Chair Lisa Matichak: um, a motion change would have quite a few changes versus what this is. Anybody kept tracking them all? I don't have olive oil. We go through them all. So, made it go through what I have. Yes, please. Um, so I have that we would clarify, um, on page two, letter C, that those services are only for, um, legal representation. Oh, for the... The

[00:40:15] Unknown Speaker: CPI would begin at April 22. Okay.

[00:40:23] Chair Lisa Matichak: July 2025, using April. Using April, yeah, you're using April. Thank you. API

[00:40:27] Unknown Speaker: for July 1 of 25. Okay. That's helpful. Thank you, thank you. I got four, four, four...

[00:40:33] Chair Lisa Matichak: Yes, number four. Yep. Um, would have to be changed. Right,

[00:40:38] Unknown Speaker: to the extent the term thereof, make it clear that it's without increasing the annual amount. Age two of seven.

[00:40:46] Unknown Speaker: Well, before we get there, do we, including explicitly in the policy that we're requesting quarterly reports?

[00:40:52] Chair Lisa Matichak: Yeah, I thought this would change quite a bit. Right.

[00:40:56] Unknown Speaker: We're gonna add a number five, and just say... That council will receive, or however, we'll work with CIO to word it, but council will receive a quarterly update on the contracts issued for the last prior quarter or something like that. Look at that.

[00:41:12] Chair Lisa Matichak: Okay. And then... number five. Yes. Okay. Yeah. Okay. And then... Can you please change my little? Oh, on the table, we do have a couple of changes. And that is, um... Take a look at number eight to see if that needs to say for... not legal or for legals. And then the worst recreation. Mine, right next to below. Yeah, we will leave in. And then... Well, it would go back to page one on the page one of the... Seven. page one or four of the pulse. It was easy. Okay. Um... And

[00:41:58] Unknown Speaker: what I heard from, at least, one of you is willing to let us change the, one, be, very bottom... Yes. Back to our current, like, this is. Okay. annual. And but we'll have this quarterly recording happens. Right. Yep. Okay,

[00:42:23] Chair Lisa Matichak: there's any other... Let's see... Let's see... Let's

[00:42:31] Unknown Speaker: see, reinstating category nine, the recreation program contract. Yes. I have a triviality

[00:42:40] Unknown Speaker: chair. For the threshold, I sent an email about this, too. So technically, we have $60,001 to $250,000. And then the third threshold's greater than $250,001 cents, so that leaves one penny unaccounted for. And I don't really care which...

[00:42:58] Unknown Speaker: This would be greater than $250,000. Okay, that works for me. Jennifer does have a handle. Ah. Um, is

[00:43:06] Chair Lisa Matichak: that turning low? Yes,

[00:43:08] Unknown Speaker: thank you. Can you hear me, okay? Yes. Thank you, Vice Mayor. I just had a small request. In the section where we're gonna require quarterly reports, would you be OK with there being a minor carve out or exception for reports to not include any confidential legal services agreements? There are some where they're only approved. potentially in closed session, and those agreements are themselves protected by state law, right, and the amounts of those. So if we could just put in a small carve out, we will come up with the language that is consistent with state law and maintaining confidentiality. I good with that. Fine with me. Thank you for bringing that

[00:43:54] Chair Lisa Matichak: up. Okay. Okay. Anything else, Jennifer? Okay. Is that everything? That

[00:44:14] Unknown Speaker: captures all the notes I had. Okay.

[00:44:21] Chair Lisa Matichak: I'll second your motion. Okay, I'll make that motionable, but, yeah. You did all the work. Changes. No, it was a group effort.. Um, in the past? Almost in favor? Yes. They all happy now, right? Okay, good. Thank you all. Yeah, I appreciate the real world. Yeah, it's helpful. reality check on this. Thank you. Thank you. Yeah. Okay. So the next item is new business. And this is the, um, propose... valuation as looking criteria of the product services. I'll start with a staff present question.

[00:45:14] Unknown Speaker: Thank you very much. So, it's time to go out to your audit services. We've had our firm up for eight years, and so now time to issue an RP. And part of the requirements of issuing the RFP, in accordance with council policy, B5, I'm sorry, B6, is that the CFC reviews the evaluation criteria, which the firms will be waited on, created on, I should say. And then also, we'll be coming back to this committee once, firms have been narrowed down, and you'll be conducting the interviews with that. So, the first step of the process is to issue the RP. I really wanted to kind of get direction and get your feedback on the evaluation criteria that I've proposed in here, and that starts on page 15 of 18 of the RFP itself, which is the attachment. That's fine. Uh, I can't tell. Yeah, that looks like it. 15 at 18. Section O. So, the criteria is actually listed in a matrix of points is on the next page, 16, but it starts on page 15. So, we're proposing to have a point system on page 16, that talks about, you know, starts with the firm's credentials, and then the staff credentials, their audit approach, uh, we've cost, included in there as a 15 points out of 100, and then, you know, how responsive were they to the RFP, they kind of pay attention to what we asked for in there. Can they follow directions, kind of a little bit, I would say, 10 points, 10% of it. So, obviously, we're waiting a lot on the credentials of the firm, the credentials of the staff, and how their audit approach is, um, to performing our audits. Um, you know, looking for any feedback or if you have any tweaks to this, happy to discuss it. You know, if you had different ideas or even any additional criteria that you would like to see for the audit firms. Happy to receive, discuss. Okay.

[00:47:28] Chair Lisa Matichak: Any questions?

[00:47:31] Unknown Speaker: Thank you. Uh, I went through this, and for the most part, I was pretty happy with what was recommended right now. Um, I did have some questions. So, there were, um, there were some references to, um, special projects, essentially. And I was curious to know, um, if you could provide some recent examples of what we might anticipate. Yeah, look

[00:47:57] Unknown Speaker: to Grace, and, but, Helen, as well. It's my understanding that in the past, in the recent past, they've looked at leases that we receive revenue on, and they'll take a look and see how the calculations are on the lease revenues, they'll do a P card, our city credit card audit. Take a look and see, you know, are we our heart holders, following the policy? Are they submitting their items laid? Are they missing receipts? Are there violations of the policy, which we self report if there are, and we report that, so it's not something they find. We've already found it and addressed it. So they'll report out on that. I think it's a lot of leases, if I'm not mistaken, right? A lot of lease revenues in the past.

[00:48:39] Chair Lisa Matichak: Usually, traditionally, the finance director is the council CFC internal appointee for the auditor. So that's usually where the finance director has a discretionary to see, okay, I'll look at certain area, maybe there's area that they need to look more into it, then that's where basically only one person. So he or she will appoint the other firm to do some special audit, but the position, for the audit. I

[00:49:02] Unknown Speaker: can give another example. You know, we're contemplating a revenue measure. What language typically talks about annual review and audit the revenues. So that's an area where you would get agreed upon procedure with the auditor for basically, what is it, new scope, to also review things like that.

[00:49:20] Unknown Speaker: So I think that was in the language for the business license tax that was approved in 2018. Typically always, yeah. Has that... I remember seeing that audit. So that was supposed to be an annual audit.

[00:49:30] Unknown Speaker: Where does that go? Is that part I believe it's part of the regular financial statement audit. There's not a separate auto report. So it's the actor. Okay. Okay. Yeah,

[00:49:40] Unknown Speaker: I... Yeah. I mean, it feels... disingenuous to say. It feels like it's supposed to be a separate, you know, audit report that is, you know, made available to the public. If it's put in the act for that's fine. It's just, like, it's sort of, there's special attention to both ways, yeah. I've seen it both ways. But what has been the case is, the revenue measures where audits are explicitly acquired, you know, through the question to the voters, that's all incorporated into the act. Just

[00:50:14] Unknown Speaker: make sure. Is that correct? It's all in that. There's no separate, is my question. Correct?

[00:50:20] Chair Lisa Matichak: Issue A upon procedure, or that can be...

[00:50:24] Unknown Speaker: Not for business license, particularly. Yeah, we haven't. precluded in the act for... Okay. So it's something we could look at?

[00:50:32] Unknown Speaker: Well, I mean, I'd be kind of consistent with the cheers previous remarks. I'm not looking to create work, but I do want to make sure that we're promising annual reports of the revenue meshes to the voters. We should be generating them. Separate

[00:50:48] Chair Lisa Matichak: from other people. So you have more visibility. Yeah,

[00:50:51] Unknown Speaker: I mean, like... The actor is not accessible to the public in a meaningful way, right? You have to, like, really understand how that document works. And

[00:50:58] Unknown Speaker: that's why I've seen it both ways. I've seen it, where it is in the act, and then I've also seen it, where it does have a small, standalone, you know, two, three pager. Yeah.

[00:51:08] Chair Lisa Matichak: You have a procedure for special. The

[00:51:14] Unknown Speaker: only other question I have is, like, in practice. Before MGO, it was maze a long time ago. Um, they're, like, the only other audit firm I've seen. Is this, are we, are we worried about the possibility we're not gonna have? I'm

[00:51:32] Unknown Speaker: personally not terribly worried, they'll be three or four or five, that, you know, I, that I know of that are still doing it, that can do, you know, a medium to large sized city. So I'm, you're gonna get those two responses, but you should get two more, three more. Okay, okay. My questions, thank you. Are they, like, usually

[00:51:53] Unknown Speaker: the only game in town, or, like, have, like, when we look at other cities, like, are they, like, the

[00:51:59] Unknown Speaker: same monitors, and they're like... Same monitors. That what I see.

[00:52:03] Unknown Speaker: Are they looking at, like, Palo Alto's budget and judging our? I'm just, I'm, uh, is... Because I know how it is when you have, like, such a small industry that it's, like, a only game in town. Okay. It's

[00:52:14] Unknown Speaker: the only game I would say in California. All the firms are licensed in California, so you may get firms from SoCal. Um, you know, yeah, maze, MGO are the big ones in this area of these size cities. If you go to a smaller size city, you'll have a smaller farm that we, you know, it's maybe not as well known as those other larger firms, but you have four or five large firms that do this size city in California.

[00:52:38] Chair Lisa Matichak: If I remember correctly, the last time we went up for all the, I mean, six or seven proposals. Oh, really? They actually introduced four or five. On the other hand, that means that CFC needs to destinate almost, like, full day for interview. Right. Okay.

[00:52:51] Unknown Speaker: It's the best practice to change periodically, though, just to get fresh eyes again. You know, the perception could be that, for lack of a better word, staff gets too chummy with the auditors, everybody gets too complacent. So it's the best practice to change.

[00:53:12] Chair Lisa Matichak: I have a few, um, this attachment, too, or something. Um, let's see, one page one. I was surprised at the, um, definition of the Shoreline Community, that it covers the economic means of the city's North Bay Shore area. I'm also surprised to see the freeze into the state water. And I thought, I think you should, like, do a lot more than just the economic development of the city's North Bay, right? As in the center paragraph and separate entities.

[00:53:54] Unknown Speaker: If we took that from the act for, but I can double check. We did. Yeah, yeah. And...

[00:54:03] Chair Lisa Matichak: I knew it was created by state legislature, but under the state water code. Yes, it could have been. You never know.

[00:54:12] Unknown Speaker: So there were multiple agencies involved at the time, federal agencies, too. That's probably what they were referring to. I don't know about state water code. But, like, I believe fish and wildlife, federal fish and wildlife were involved. County was involved.

[00:54:27] Chair Lisa Matichak: Oh, I'm sure there were lots of groups involved.

[00:54:29] Unknown Speaker: Yeah, but I've never really...

[00:54:31] Chair Lisa Matichak: That the state that actually created the legislature, but I didn't think it was under the state water code. So I think if we could just... Yeah, to match that back for you. Yeah, I want the autumn to know what it is and what it isn't. So when they're looking at the financials of it, they don't question. Was this an appropriate expenditure or not, so to speak? David language?

[00:54:52] Unknown Speaker: And the Akfer, and... Yeah, more if I talked about it. Yeah. Okay.

[00:54:58] Unknown Speaker: So we'll just provide that.

[00:55:00] Chair Lisa Matichak: Um, let's see. And then... Oh, shit. It said, um, at the top of page three, the city has had no significant management letter comments, or element adjustments for several years. So I guess I was wondering, have we ever had any?

[00:55:18] Unknown Speaker: Not that I'm aware of, but, um, I don't think so. We'll double check, but I don't know if we want to say ever, but No.

[00:55:25] Chair Lisa Matichak: No, I just... Oh, okay, I'll just... Yeah.

[00:55:29] Unknown Speaker: Not that I'm aware of Grace. I know you've been...

[00:55:31] Chair Lisa Matichak: Oh, well, mine? Yeah. family manager. I don't know. Is Helen? Yeah, Helen.

[00:55:36] Helen: I'm here for four years, yeah.

[00:55:39] Chair Lisa Matichak: And I was here for a year before her,

[00:55:41] Unknown Speaker: so... Not the last 5 years covered us. Exactly, that is something where if there was a common. Somebody would... Somebody would know about it, yeah.

[00:55:54] Chair Lisa Matichak: Yeah. I mean, we have some minor audit adjustment. I think we do have that, but not men, not any... Okay. Um, men on each phone. Are there single audits? And it says, um, questioned costs. My 2nd to last line, and I thought, what are those?

[00:56:20] Unknown Speaker: Basically, so the single auditors, what they, you know, they come in and look at all their federally, federally funded expenditures. If they think that we spend something that we shouldn't have, that is not maybe an allowable cost. They call it a question cost, that we may have to reimburse the federal agency. So it's a terminology used specifically for single audits. Yes. Okay.

[00:56:41] Unknown Speaker: And that, yeah, term got looked at a lot during the Arbor funding. Because our bet had very specific things. You were just supposed to fund on in the beginning, it eventually became very open, but in the beginning, there were a whole lot of auditors, speaking with clients, like, okay, it's caused reflective of the art button 10.

[00:57:00] Chair Lisa Matichak: Okay. Um, and then I had the same question, you did, so thank you, Red Scan. Um... Hey, comments, if there's no other questions. Oh, wait, actually, public input. Is there anybody? Nobody is here. Nobody here, nobody online. Okay, I will. Close public input, and onto clients.

[00:57:20] Unknown Speaker: I don't have any comments other than we had talked previously about the elevating awareness of the single audit. We bring the act for to the CFC, moving forward, just as a matter of practice, you know, having the single audit to us, too. And we will, we will be in February, March.

[00:57:41] Unknown Speaker: Perfect. Yeah. It's done and ready to go. We're just trying to figure out which CFC meeting to have him a day.

[00:57:46] Unknown Speaker: Fair enough. Or even just as an informational item. You know, I think it's more just, the document is prepared. Here it is. Yeah, okay. Any high level findings that you think the CFC ought to do. I would be happy with that. With that, I'm happy to move the staff recommendation.

[00:58:01] Unknown Speaker: Second.

[00:58:03] Chair Lisa Matichak: So I'd be like, um, a couple comments. Um... I would like to know, on, let's see, on page 12. I'm in the list. You know, given the focus on AI. Um, I want to know if the auditor is gonna use AI at all and doing the audit. And if so, how are they gonna use it? I think it's important is, um, people have concerns, more and more concerns about AI. And certainly I talked to Kimbra, as I think my colleagues have as well, and it's a topic at a lot of conferences. How do public agencies use AI, and how do they disclose that to residents and businesses and others that are interested? And what are the recourse, if you believe, AI has mischaracterized something. So I do want to know if they use AI at all.

[00:59:08] Unknown Speaker: That's a question that can be asked in the interview process, 'cause it is. interesting, right? How would an auditor?

[00:59:13] Chair Lisa Matichak: Yeah. Yeah. Yeah. Yeah. If it's in the interview process, as long as we don't forget by the time we get there. Um, that's fine. That's all magic, just a

[00:59:23] Unknown Speaker: clarification, are we looking at a disclosure or a prohibition, just but just exposure?

[00:59:27] Chair Lisa Matichak: I guess it depends on what their answer is. I guess. That's true. At this point, I'm looking for disclosure. But if it's something that, um, we might have concerns about, then it might be, no, we don't want you to use that.

[00:59:41] Unknown Speaker: So I don't know if you've spoken with Camry about this. She... I don't want to speak for her. That's, um, not my place, but she had given me the impression that we might be looking at a policy administrative policy. Yeah. Governing the use of AI. And to your point, it might be whatever that policy says, or the firms that we contract with should adhere to that policy, as well.

[01:00:03] Unknown Speaker: Yeah, so, as you can imagine, you know, Roger, the head of our IT department, their groups in his pure universe, they've all started coming together and creating a little bit of, kind of, like, a steering committee amongst themselves, looking at policies, you know, obviously San Jose has one. There's some good and bad components to that one. So, at his level, they're talking about it, and then, as you mentioned, the topic of almost every conference, you go to, we'll be leaving tomorrow for a conference. It's several of the sessions. Cuba and I might be attending a specialized two day meeting just on AI, uh, in Palm Springs, in the summer, but I'm through GFOA, and it's just dedicated to AI for two days, and how it could impact government. So, to your point, whether or not we like it, it's here, and we have to understand how it's gonna impact us. Yeah. I will say, I saw the first non scary M.O. of A.I. in my leadership... The Con Academy. He was one of our presenters in our leadership class. And he said, Would you like to see what we've been working on the last couple years? And we were like, Sure. And so basically, you know, he'll have a tutorial with a math problem. A student will start doing the math problem, and it popped up over here. Oh, that's interesting. You carried the Y to the E. Why'd you do that? Not correcting and giving the answer, but basically teaching and mentoring. And then the student has to enter why they did it, and it's like, Oh, that's interesting. That's one approach. Have you thought about maybe trying this approach? And then that's on the student side of the module, on the teacher's side of the module. The AI will be able to say, this writing is very different from the student's previous writings. You might want to check for cheating. Wow. Oh, wow, there you go. Yeah, so we all think in terms of AI of being a tool for cheating. The Academy is gonna use it as a tool. to make sure there is not cheating. So, yeah, it was the first time I watched an AI demonstration. I'm like, Oh, that's not scary. That actually... Yeah. be productive.

[01:02:10] Chair Lisa Matichak: So, now that I've thought about this a little bit more, I think I would actually at least like to give them a heads up that we're gonna ask of that, because I'm not sure in an interview, they would know the answer. So... I think maybe we need to add it as another bullet point.

[01:02:25] Unknown Speaker: Okay, well... A separate criterion or embedded in one of the evaluation criteria? I think we're just asking, does your firm employee? Yes, AI, and any... If they answer poorly, then I want to ding them for that. You know?

[01:02:39] Unknown Speaker: They're like, the robots right at home.

[01:02:42] Unknown Speaker: Yeah, we'll actually have staff anymore, that's all. That's an audit approach, I think, in that section of the criteria, for the points wise, the audit approach, yeah. Like, when they do their sampling.

[01:02:53] Unknown Speaker: You can do sampling, right? Sure. Yeah. I have blood, I kind of skeptic, so I'm fine at banning it entirely.

[01:03:04] Chair Lisa Matichak: And then one more on, um... page six of... one of your pants. Oh, I think it's, uh, D, biomatically. Um... Can't discrimination. He has many different ways about your agenda. Seems like that could be, you know, down a bit. We say sex, sexual orientation, gender identity or expression. And I thought, Is it, um, gender, identity, or expression, and sexual orientation enough? I also have to say, sex, and I would say, gender, anyway. I'm sorry. Are you at 69? Oh, yeah. Number 15? And maybe our city attorney could weigh in on this. I assume this is standard, legal language. Yeah. Jennifer, do you want me to repeat it?

[01:03:59] Unknown Speaker: Is evolving language, though? I mean, we can take a fresh look out.

[01:04:03] Chair Lisa Matichak: It just seems like we've asked many different ways, the same thing. And I would, if we're gonna leave it like it is, I would at least change sex to gender.

[01:04:14] Unknown Speaker: I'm here. Can hear me?

[01:04:15] Chair Lisa Matichak: Yes. Now we can.

[01:04:17] Unknown Speaker: Yeah, I can take a look at it. I think the best thing to do is to probably, um, you know, figure out what the appropriate politically correct language to use would be, and then conform it. Um, I don't I don't have legal concerns necessarily about how we're describing it, but, you know, I do think we want to make sure that we, you know, use sensitivity. I totally agree. Yeah. Yeah. Okay. Okay. So then,

[01:04:49] Chair Lisa Matichak: your motion. Um,

[01:04:53] Unknown Speaker: so... Modified to include, um, uh, the explicitly referencing a question about AI and the usage of AI in the, uh, the RFB document, and I think that has recommended under audit approach. I think I agree it's important to disclose that we will be asking that question. And then, I guess, for Steph to review the language on exhibit... Exhibit D, number 15, nondiscrimination, and revise as terminalized staff.

[01:05:39] Chair Lisa Matichak: I need a second. Okay. Thank you. Okay, um, all those... Unanimous. Okay. Any items sissy, item seven, which is the Canadian staff. Comments, questions, okay? I don't see any dance. Okay. So we'll close that item, and the next it's adjourned. So the meeting is adjourned

[01:06:08] Unknown Speaker: at 10:06? Thank you.

• ← Previous
• Next →