Tuesday, September 26th, 2017

Sewer contract discussion gets heated at Macedon Town/Village Joint meeting, cooler heads prevail

At their second joint meeting of the year, the Village and Town of Macedon boards met to further discuss their now-defunct sewer facility contract.

The meeting began with a statement from the town that this would be a for discussion to reconcile outstanding differences over the Sewer issues only, and was not a meeting for comments from the public. Present at the meeting were: Mayor Marie Cramer, and Village Trustees: David Kelly, Bev Bassage, and David Sliney; Town Supervisor Bill Hammond, and Town Council members: Dave Maul, Sandy Pagano, Dave McEwen, and Paul Kenyon.

Offered an opening statement, Mayor Marie Cramer simply asked the question: “Why are we here?”

Supervisor Hammond said that the expired sewer contract was a lengthy document, and the point was to outline how the two boards got to where they are, and how they both can move forward in their relationship.

“My question to you is: Does the Village want us (the town) as a Customer or a Partner? If you want us to be just a customer, we can end the discussion here now.”

Cramer asked for an explanation of the terms.

“As partners we work together, and own property together, and both have a vested interest in the facility that we have both contributed to,” explained Hammond. “A customer has no vested interest in the facility, but just pays a reasonable fee for service/usage. The Town does, however has a vested interest in the sewer facility.”

“What does that mean?” asked Cramer.

Councilman Paul Kenyon began to explain by stating that in the 1989 facility upgrade, in which the Town invested $2.5 million for the expansion, gave the Town a vested interest in the facility according to the contract. He stated that the Village could not have done the upgrade without the town at the time. The Town was also told that they could not invest money into the sewer plant upgrade without having a vested interest, according to the law. “We paid into the project for the facility and the town has a vested interest in the facility.”

“What is your interpretation of that interest?” asked the Mayor.

Councilman Dave Maul explained that the Bond Council and the State Comptroller, back in 1972 when the discussion began, told the Town that they could not invest in the upgrade without having an interest in the facility.
“We disagree about that,” Cramer remarked. “I was told by people who were there at the time that the town came to the village for capacity only…and in order to get that they agreed to the capacity as their vested interest, not the ownership of the plant.

“I don’t care who said what to you. We have the documents here in front of us. You can’t compare hearsay with legal documents,” Maul concluded.

Village Trustee Dave Sliney asked the question: “What is it the town wants? What are you actually after? Full ownership? 80%? 50%. What?”

Maul said he thought it might be 50% because that was the most it could ever be, but wasn’t sure what capacity and usage was currently. Sliney thought that it might be about 20/80 or 30/70 currently. He did not believe the Town usage would ever exceed or even get close to 50%. “Well if that is what it is, then that is a place to start,” said Maul.

Supervisor Hammond recalled attending meetings in the early stages of the increased capacity discussions before he was Supervisor. “I was concerned what the outside users would pay in the Town, and that the distribution of payments might not be equal within the town. Both boards at the time agreed that the best thing to do was to work together and share the cost and ownership. It was a wise decision then, and if we work together now, it is still good. “I want to ask, why don’t you want us as a partner,” Hammond questioned.

Trustee Sliney said the a partnership was always meant to be, but some of the things that have occurred between the town and village recently have questioned that partnership. “For instance, when we agreed at our last joint meeting to move forward with Alternate Plan 1 with the fire contract – you signed a contract with Macedon Center Fire in the blink of an eye right afterwards. Partners don’t do that.”

“Why did we all sit there and play nice and then about 72 hours later, you passed your contract agreement with Macedon Center?”

“It was, first of all, not that fast. But also, what we did with signing a fire contract with Macedon Center Fire Department, does not concern the Village, because we did not exclude our contract with the Macedon Village Fire Department. The contract with Macedon Center Fire Department does not affect the Village, at all,” said Kenyon.

“Haven’t we been good partners?” asked Hammond.

“I would have to say yes, UNTIL you did not sign the Sewer Use contract that was required, said Dave Kelly. It cost us money in extra treatment from a commercial customer during the time we did not have the sewer use contract in place,” said Kelly. “You said it would take a few months to look over and sign the contract and it took two years. It was something that was required for your usage.”

“We had to work out the wording and there were many issues, you know that. It took longer than we imagined. There were BOD problems from 20 years ago also, why wait until 2 years ago to tell us there were issues. We were not made aware of the problems until 2 years ago,” said Hammond.

“And there is still no Sewer Usage contract. We needed that to continue our agreement to continue to offer the Town treatment at the plant. We are floundering and the DEC is on us,” said Trustee Kelly.

The other issue is still with the Sewer Contract, and the Town’s vested interest. The contract expired in December 2012, and an interim contract was proposed by the Village, which was not accepted by the Town, due to verbage asking the Town to give up their claim of any “ownership” of the Sewer Plant facilities.

“We could not accept that contract, because we could not give up our vested interest,” said Supervisor Bill Hammond. That is why were are still talking today. The discussion began early in the Mayor’s new term and Town Board members attended Village meetings asking to discuss the contract before it expired in December. “

Timelines were then discussed back and forth about when the Mayor was told about the problem, and when she said they would address it.

The town concluded that the only time litigation was brought up as an option, was when the interim agreement disallowed the vested interest in the facility, and the village would not budge.

“We need clarifiers now. I have been trying hard to get the sewer plant and equipment healthy. We need to work together on this. If there is true ownership in these documents, we need to honor that and just get on with it. That is just me speaking,” said Trustee Dave Kelly.

“We do have the vested interest, and we are partners,” said Councilman McEwen.

“This is not working for either of us, now. Do you want partners?” asked Maul.

“We want to do what is honorable,” said Kelly.

“You have cost us money with your litigation,” said Cramer.

“We had to defend our rights. It is not litigation, but the right to litigation if we cannot make an agreement, or if we are refused service,” said Maul.

“We never refused you usage. The previous attorney, Mr. Sapienza disagrees that you have any interest in the facility, and so does the village engineer. It was to be for capacity only, no ownership,” said Mayor Cramer.

“ I don’t care what you have heard. Hearsay is listening to something and hearing it said. Hearsay is not a legal document. I can’t believe that if someone back then did not agree with the ownership interest, that they would have signed the document at all….but they did,” said a red-faced Maul.

Cramer said that the town’s position is that they have ownership and she knows for a fact that it is only for capacity. That is her position.

Trustee Sliney sat back, sighing and said: “If we go back to the old contract, and look at the points, are you willing to talk about it and define the ownership and what it means?”

The discussion next went to common ground. Should a committee be set up for 2 board members each and the two attorneys to sit down and work out details – not generalities? Should they look at what works in the old contract and what does not and find common ground?

“To be clear about the legal documents you say you have, and so the public understands,” said Mayor Cramer”, can you read those letters to us?

Dave Maul complied. The first letter was from the Bond Counsel dated September 1972. It stated that, if the town wanted increased capacity, and wanted to invest in the expansion of the plant, it would first have to enter into a contract to have a vested interest in the facility or it could not invest money in such a project, by law. A bond could not be issued without such an agreement in writing.

The next letter was from Mr. Sapienza, the Village attorney at the time. He asked the State Comptroller for an opinion on the possibility of an expansion project, where the town would provide some funding. This letter was written in 1989 (although the actual proposal and contract were not written until 1989).

The third letter which Maul read was from the State Comptroller’s office to Mr. Sapienza stating that the village must give a vested interest in the facility to the town in order for them to legally invest in the project. No Bond could be written for the town’s investment in the expansion without such an ownership interest.

The Comptroller also noted that there did not need to be a public hearing nor was the contract of such an expansion subject to a permissive referendum.

Dave Kelly, after hearing the letter read, asked: “Do we know what the percent of interest of the investment is? No one can actually provide a document stating what the percentage of ownership is. This is why we need discussion further. Let’s discuss it…let’s have a real conversation.”

Another long discussion – back and forth – occurred over when issues were brought up and how long the responses took and who called or emailed whom.

At one heated moment, Councilwoman Pagano said, “Marie, you cannot try to control the Town. You are not helping.”
“Let’s move forward” became the voice of reason from members on both sides.

“Let’s talk about clarifiers, equipment, sewer rates, ownership of building or land. Let’s try to benefit all. We are all members of this town,” stated Trustee Sliney. “We should get this done right – like it should have been done in the first place.

“We can talk structure and rates and let’s get this plant running like a business,” said Dave Kelly. The old contract worked for 20 years despite us all, so there must be something in it that works.”

Mayor Cramer explained that she wanted Mr. Sapienza at the next meeting to hear his side. Mr. Maul concluded that he does not care who comes, but that opinions do not matter. Only facts and contracts and the written word matters.

“Will the Village allow us some ownership? Without that we cannot move on.” said Councilwoman Pagano.

“Do you want us to come up with some bullet points?” asked Cramer.

“We can take the bad parts out (of the old contract), leave in the good parts and spell out the details. We can work this out.” Sliney replied.

“It seems that the majority of us want to proceed and have a meeting to negotiate. Two members each and our attorneys to work on it,” stated Hammond.

“It costs us money to have the attorneys be part of it,” said Cramer.

“They need to help us and suggest language in the contract that works for us all,” stated Hammond.

Councilman Kenyon also felt that the attorneys might be able to incorporate the sewer use contract into the overall agreement.
“This was a good discussion, we need a time and date to sit down.” Sliney stated.

As the joint meeting wrapped up, Mayor Cramer said we wanted to discuss the Fire Contract issues. Supervisor Hammond suggested that it be done at another meeting, as this had been a long discussion and they still needed to have the regular Town Board meeting. (The joint meeting lasted from 7:30pm – 9:30 pm).

She said we wanted to know why the town did not call her to tell her they were signing a contract with Macedon Center? They explained that the contract did not affect the village at all as it did not exclude the Macedon Fire Department. “How did we know that? We wouldn’t know that. You could have picked up a phone, Cramer countered. “You can’t just do anything you want to.”
“We did not hear back from you about another meeting to discuss the fire contracts alternate plan after our joint meeting. You were always to busy,” said Pagano.

“I was not. I told you that I would get back to you,” Cramer retorted.

“You cannot spin this any way you want,” Pagano said.

“Cooler heads must prevail. We will have our meeting at an agreed upon time and place. Thank you for coming.,” said Supervisor Hammond, calling for a short break before calling the Town meeting to order.