MARCH 22, 2010 TOWN OF RHINEBECK TOWN BOARD MEETING MINUTES

 

At 6:50 Supervisor Traudt opened this meeting and led everyone in the Pledge of Allegiance.  Councilpersons Gina Fox, Dan Staley, Joe Gelb and Bruce Washburn were all in attendance along with Counsel Pam Richardson.    17 Residents were also in attendance.

 

ANNOUNCEMENTS

 

Applications available for Task Force Committee for Climate Smart Committee.  Contact Town Clerk's Office

 

March 27^th - 10 a.m. Spring Egg Hunt at Thompson Mazzarella Park

 

March 27^th from 9:30 - 12 noon Fishing Contest sign ups at Town Hall

 

April 10^th is Annual Fishing Contest Stocking Day to start at High School at 12 noon

 

April 11^th is Stocking Day kick off breakfast at American Legion at 6 am

 

April 17^th   - Annual Roadside Litter Clean-Up held 7 a.m. - 12 noon.  All bagged litter/debris must be brought to Town Transfer Station by noon

 

April 24^th and 25^th - Hudson Valley 40^th Anniversary Earth Day at Dutchess County Fairgrounds.  For more information contact Lrich@frontiernet.net

 

April 26^th Town Board meeting will be held at Rhinecliff Firehouse

 

June 23^rd Senior Citizen's Picnic at Fairgrounds sponsored by Dutchess County Office for the Aging, please call 486-2555 for reservations

 

Free Tax Preparation Assistance at Starr Library for low and moderate income families - call 418-4821 for appointment

 

PRESENTATION

 

Councilman Gelb explained the Assessor's are considering a variety of companies to update our assessment records or do a full assessment.  The proposals will go out in June.  An update will cost about $18,000 which is State reimbursable.  The final decision is up to the State.  At this point the assessors are asking for permission to draft an RFP for the proposed job.  Assessor Jack O'Brien said the Town is probably still within the perimeters which would allow us to just do an update.  Our current contract runs out the end of 2010.  Joe said the assessors are looking for Town Board approval tonight so they can draft the RFP.  On motion from Joe and second by Gina the assessors were unanimously authorized to prepare an RFP for 2011 to present to the Town Board before it is mailed out.      

 

PUBLIC HEARING

 

At 7:03 the Supervisor opened this hearing for the Revised Indemnification of Officers - proposed Local Law 1 of 2010.  Councilperson Gelb explained this is just to update our existing policy and cover the Town's elected officials and employees.   At 7:06 on motion from Joe and second by Gina it was closed.  There was no public comment. 

 

ACTION ITEMS

 

1. Bruce motioned and Dan seconded to approve Abstract 3 vouchers 286-406 for$ 166,017.14.  All were in favor
2. On motion from Bruce and second by Dan Capital Project 79 and 80 for $63,703.31 was unanimously approved.
3. Approve Budget amendments

Authorize the bookkeeper to make the following budget transfers, amendments, and any necessary bookkeeping entries for 2010.

 

GENERAL FUND

 

SPECIAL ITEMS

Contingency                                       00 01 1990 400        -     $     127.75

Judgment & Claims                          00 01 1930 400        -     $     127.75

Penalty for NYS Income Tax Payment that was not received.  Letter sent asking fee to be waived.

 

4. Local Law 1 of 2010 - Indemnification of Officers

 

RE:     ADOPTION OF LOCAL LAW 1 OF 2010, A LOCAL LAW OF THE TOWN OF RHINEBECK, DUTCHESS COUNTY, NEW YORK, REPEALING THE FORMER CHAPTER 11 OF THE TOWN CODE AND REPLACING IT WITH A NEW CHAPTER 11, ENTITLED "CHAPTER 11: DEFENSE AND INDEMNIFICATION OF OFFICERS AND EMPLOYEES"

MOTIONED BY BOARD MEMBER Dan Staley

WHEREAS, a Resolution was duly adopted by the Town Board of the Town of Rhinebeck for a Public Hearing to be held by the Town Board on March 22, 2010, to hear all interested parties on a proposed Local Law entitled, AChapter 11: Defense and Indemnification of Officers and Employees@; and

WHEREAS, notice of said Public Hearing was duly posted and published; and

WHEREAS, the Public Hearing was duly held on the 22^nd day of March, 2010, at the Town Hall, Town of Rhinebeck and all parties in attendance were given an opportunity to speak on behalf of, or in opposition of, said proposal of law or any part thereof;

NOW, THEREFORE, BE IT RESOLVED, that the Town Board of the Town of Rhinebeck hereby adopts Local Law 1 of 2010 entitled, AChapter 11: Defense and Indemnification of Officers and Employees@; and be it further

RESOLVED, that Local Law 1 of 2010 shall be effective upon compliance with the applicable provisions of the Municipal Home Rule Law.

SECONDED BY BOARD MEMBER Gina Fox

Gina thanked Joe for all his work on this law.

Councilperson Gelb aye                                   

Councilperson Fox aye                                                                   

Councilperson Staley aye                                       

Councilperson Washburn aye                    

Supervisor Traudt aye                                       Motion carried 5-0.

A LOCAL LAW OF THE TOWN OF RHINEBECK, DUTCHESS COUNTY,

NEW YORK, REPEALING THE FORMER CHAPTER 11 OF THE

TOWN CODE AND REPLACING IT WITH A NEW CHAPTER 11,

ENTITLED, "CHAPTER 11:  DEFENSE AND INDEMNIFICATION OF OFFICERS AND EMPLOYEES."

BE IT ENACTED BY THE TOWN BOARD OF THE TOWN OF RHINEBECK AS FOLLOWS:

(HISTORY:     Adopted as Local Law 1 of the Town of Rhinebeck on March 22, 2010.  Repealing former Chapter 11 adopted by Town Board resolution 7-13-1987)

 

SECTION 1:  PURPOSE

            Chapter 11, "Defense and Indemnification of Officers & Employees" adopted by Town Board resolution 7-13-1987 is hereby repealed.  The Town Board hereby adopts a new local law in its place to be known as Chapter 11, "Defense and Indemnification of Officers & Employees". 

SECTION 2:   TITLE.

            "Defense and Indemnification of Officers and Employees"

SECTION 3:   SCOPE AND LEGISLATIVE INTENT.

            This Chapter provides for the defense and indemnification of municipal officials, appointees and employees of the Town of Rhinebeck who are sued for alleged acts or omissions occurring while they are acting within the scope of their appointment or official duties and responsibilities.  In enacting this Chapter, the Town Board of the Town of Rhinebeck finds that the State of New York has enacted similar provisions for the legal and financial security of its officers and employees and further finds that such security is also required for local personnel.  It is the intent of this Chapter to provide similar civil suit coverage for Town of Rhinebeck employees as is presently provided for state employees, so as to continue to attract qualified individuals to local government service. 

SECTION 4:   DEFINITIONS.

            Employee - Any elected official, commissioner, member of a public board or commission, trustee, director, officer, employee, volunteer expressly authorized to participate in a publicly sponsored volunteer program, or any other person holding a position by election, appointment or employment in the service of the Town of Rhinebeck, whether or not compensated or working full-time or part-time, but shall not include the sheriff of any county, or an independent contractor, or member of any police force maintained by any other municipality.  Employee shall also include a former Employee of the Town of Rhinebeck, his estate or judicially appointed personal representative. 

            Court - any federal, state or local court or administrative agency.

            Town - Town of Rhinebeck.

SECTION 5:   APPLICABILITY.

            A.  The provisions of this Chapter shall apply to all actions and proceedings pending upon the effective date thereof or thereafter instituted, whether or not the actions or commissions complained of occurred prior to or subsequent to the effective date of this Chapter.   

            B.  The provisions of this Chapter shall not be construed to impair, alter, limit, or modify the rights and obligations of any insurer under any policy of insurance.

            C.  Except as otherwise specifically provided in this Chapter, the provisions of this Chapter shall not be construed in any way to impair, alter, limit, modify, abrogate, or restrict any immunity or any right to defense and/or indemnification available to or conferred upon any unit, entity, or Employee by, in accordance with, or by reason of any other provisions of state or federal statutory or common law. 

SECTION 6:   DUTY TO DEFEND AND INDEMNIFY - CIVIL PROCEEDINGS.

            A.  Defend and indemnify. 

            The Town shall defend, indemnify and save harmless its Employees from any civil action or proceeding brought in any Court, arising out of any alleged act or omission which occurred or allegedly occurred while the Employee was acting within the scope of his public employment or duties.  This duty to provide for a defense shall not arise where such civil action or proceeding is brought by or at the behest of the public entity employing or appointing such Employee.

            B.  Judgment or Settlement. 

            The Town shall defend, indemnify and save harmless its Employees in the amount of any judgment obtained against such Employees in any Court, or in the amount of any settlement of a claim, provided that the act or omission from which such judgment or claim arose occurred while the Employee was acting within the scope of his public employment or duties; provided further that in the case of a settlement the duty to indemnify and save harmless shall be conditioned upon the approval of the amount of settlement by the Town Board, and the review by the Attorney for the Town, of the proposed settlement as to form and amount.  Nothing in this Subsection shall be construed to authorize the Town to indemnify or save harmless an Employee with respect to settlement not so reviewed by the Attorney for the Town and approved by the Town Board. 

            C.  When Settlement is recommended. 

            In the event that the Town or its insurance carrier recommends settlement of any such action or proceeding, and the Employee refuses to agree to the settlement, the Town and its insurance carrier, if any, shall have no liability for any judgment, including, but not limited to, judgments for punitive or exemplary damages, fines or penalties, or any settlement to the extent that the amount of such judgment or settlement exceeds the settlement recommended and refused by the Employee. 

            D.  Private Counsel.

            The Employee shall be represented by the Attorney for the Town or other attorney designated by the Town.  The Employee shall be entitled to be represented by private counsel of his choice, at rates prevailing in the local legal community, in any civil action or proceeding whenever the Attorney for the Town or other counsel designated by the Town Board determines that a conflict of interest exists, or whenever a court, upon appropriate motion or otherwise by a special proceeding, determines that a conflict of interest exists and that the Employee is entitled to be represented by counsel of his choice, provided, however, that the Attorney for the Town or other counsel so designated may require, as a condition to payment of the fees and expenses of such representation, that appropriate groups of such Employees be represented by the same counsel.  In the event that the Attorney for the Town is a named defendant in an action or proceeding or cannot serve for any other reason, the Town Board shall appoint other counsel to serve instead of the Attorney for the Town on the matter under review.   

            E.  Fees.

            Reasonable and necessary attorneys' fees and litigation expenses shall be paid by the Town to the Attorney for the Town or such other private counsel, as applicable, from time to time during the pendency of the action or proceeding with the approval of the Town Board.

            F.  Dispute as to Representation or Fees. 

            Any dispute with respect to representation of multiple Employees by a single attorney, or the amount of litigation expenses, or the reasonableness of attorneys' fees shall be resolved by the court upon motion or by way of special proceeding.

            G.  Exceptions to Indemnification. 

            Except as otherwise provided by law, the duty to defend, indemnify and save harmless prescribed by this Section shall not arise (1) where the injury or damage resulted from intentional wrongdoing or recklessness on the part of the Employee; (2) where a judgment is obtained or a claim settled as a result of an action or proceeding brought by or at the behest of the Town itself; (3) with respect to non-automatic punitive or exemplary damages, fines or penalties, except as provided in Section 8; or (4) where the Employee was not acting in good faith.  The Town Board shall meet as soon as practicable, in executive session which shall remain confidential, to review, make findings, and determine whether the Employee was purporting to act within the scope of his employment or duties or if any of the exceptions in the preceding sentence apply.  Such determination shall be made after a full investigation into the allegations of the complaint by the office of the Attorney for the Town, with the assistance of such other individuals as may be reasonably necessary.  If the Town determines that the Employee was not acting within the scope of his employment or duties or if any of the exceptions in the second preceding sentence apply, the Town shall bear no legal expense on behalf of such Employee, nor shall it indemnify the Employee for any judgment obtained against him or with respect to any settlement; further, if, after an initial determination that the Employee was entitled to the benefits of this Chapter, the Town determines that the Employee has misled the Town or has otherwise acted in bad faith during the pendency of the action or proceeding and the Town determines that the Employee was not, in fact entitled to the benefits of this Chapter, the Town shall bear no legal expense on behalf of such Employee, nor shall it indemnify the Employee for any judgment obtained against him or with respect to any settlement. 

SECTION 7:   PAYMENT OF JUDGMENT.          

            Upon the entry of a final judgment against the Employee, or upon the settlement of the claim, the Employee shall serve a copy of such judgment or settlement, personally or by certified or registered mail within thirty (30) days of the date of entry for such judgment or settlement, upon the Town and upon the Attorney for Town and, if not inconsistent with the provisions of this Chapter, the amount of such judgment or settlement shall be paid by the Town.

SECTION 8:   PUNITIVE DAMAGES.

            The Town shall defend, indemnify, and save harmless its Employees in the amount of any punitive or exemplary damages, fines or penalties arising from a claim pursuant to Section 6 of this Chapter, in accordance with the following procedure and such additional procedures as may be established by the Attorney for the Town:

                        1)         In the event of a final judgment of punitive or exemplary damages, fines or penalties against the Employee, the Employee shall serve copies of such judgment personally or by certified or registered mail within thirty (30) days of the date of entry upon the Attorney for the Town and upon the Town Clerk on behalf of the Town Board.  The Town Board shall meet as soon as practicable, in executive session which shall remain confidential, to review, make findings, and determine if all the following have been met and, if so met, shall appropriate the funds necessary to pay such punitive or exemplary damages, fines or penalties:

            a)         The judgment of punitive or exemplary damages, fines or penalties is based on an act or omission of an Employee acting within the scope of his/her employment;

            b)         At the time of the action or omission giving rise to the liability, the Employee acted without recklessness, without maliciousness and without gross negligence and otherwise within the standards required for Employees holding comparable positions within the Town;

            c)         At the time of the act or omission, the Employee acted in good faith and in the best interests of the Town; and

            d)         At the time of the act or omission, the Employee did not willfully violate a clearly established provision of law or Town policy.

2)         Notwithstanding the foregoing, the provisions hereof shall not be construed to authorize the Town to indemnify or save harmless an Employee with respect to punitive or exemplary damages, fines or penalties, or money recovered from an Employee pursuant to Section 51 of the General Municipal Law.

SECTION 9:   EMPLOYEE RESPONSIBILITIES FOR DEFENSE AND INDEMNIFICATION.

            The duty to defend, indemnify and save harmless provided by Section 6 of this Chapter shall be conditioned upon (i) delivery to the Town Clerk, at Town Hall or to the Attorney for the Town, at his office, of the original and a copy of all papers served upon the Employee including any summons, complaint, process, notice, demand or other pleading or writ within ten (10) days after the service has been made, and (ii) the full cooperation of the Employee in the defense of such action or proceeding, in defense of any action or proceeding against the Town based upon the same act or omission, and in the prosecution of any appeal.  Such delivery shall be deemed a request by the Employee that the Town provides for his defense pursuant to this Chapter.

SECTION 10: PREPARATION BY ATTORNEY FOR THE TOWN TO AVOID

DEFAULT.

            Where the Employee delivers the papers served upon him to the Attorney for the Town in accordance with the provisions set forth in Section 9 of this Chapter, the Attorney for the Town shall take the necessary steps, including the retention of private counsel, where appropriate, under the terms and conditions provided in section 6(D) of this Chapter, on behalf of the Employee to avoid entry of a default judgment, pending resolution of any question pertaining to the obligation to provide for a defense. 

SECTION 11:            LIMITATIONS.

            A.  The benefits of this Chapter shall inure only to Employees and shall not enlarge or diminish the rights of any other party nor shall any provision of this Section be construed to affect, alter or repeal any provision of the Worker's Compensation Law. 

            B.  The benefits of this Chapter shall be extended to an Employee of a negotiating unit for which an agreement has been negotiated pursuant to Civil Service Law Article 14.

SECTION 12:            INSURANCE.

            The Town is authorized and empowered to purchase insurance to cover the costs of such defense and indemnification or to act as a self-insurer with respect thereto.  The provisions of this Chapter shall not be construed to impair, alter, limit, or modify the rights and obligations of any insurer under any policy of insurance. 

SECTION 13:            PUBLIC PURPOSE

            All payments made under the terms of this Chapter whether for insurance or otherwise, shall be deemed to be for a public purpose and shall be audited and paid in the same manner as other public charges.

SECTION 14:            SEVERABILITY.

            If any provision of this Chapter or the application thereof to any person or circumstance shall be held unconstitutional or invalid in whole or in part by any court of competent jurisdiction, such holding of unconstitutionality or invalidity shall in no way affect or impair any other provision of this Chapter or the application of any such provision to any other person or circumstance to the maximum extent permitted by such determination. 

SECTION 15:     MISCELLANEOUS

            A.        All references to gender herein are for convenience only and shall in every instance be read as including individuals of both genders.

            B.        All references to the singular or plural contained herein shall be read to include the other.

            C.        Titles and headings found in this Chapter are for reference only.

SECTION 16:     EFFECTIVE DATE

 

            This Local Law shall become effective immediately upon filing in the Office of the New York Secretary of State in accordance with the applicable provisions of the Municipal Home Rule Law.

5. RESOLUTION 16 of 2010

 

WHEREAS, The Vanderburgh Cove Sewer District is under going repairs, and

 

WHEREAS, the repairs to the sewer system will require borrowing, and

 

WHEREAS, the district does not have adequate funds in the current budget to cover the cost of repairs, and

 

WHEREAS, the Town Board of the Town of Rhinebeck needs to authorize a temporary advance of monies from the General Fund to the Vanderburgh Cove Sewer District to cover certain expenses,

 

NOW, THEREFORE BE IT RESOLVED, that the Town Board of The Town of Rhinebeck authorizes the Supervisor to advance the VCSD $126,255.19 from surplus Town General Funds, and

 

BE IT FURTHER RESOLVED, that the bookkeeper is authorized to make the following budget amendments,

 

BE IT FURTHER RESOLVED, such temporary advance shall be repaid with interest reasonably estimated to have been earned on the investment of monies in the General Fund had such advance not been made, as soon as monies are available but in any event no later than Dec. 31, 2010,

 

BE IT FURTHER RESOLVED, that this resolution shall take effect immediately

 

General Fund

 

Due from Other Funds                                  00 397                                    $126,255.19

     Cash                                                          00 200                                    $126,255.19

To Loan VCSD Fund $62,735.63

To Loan VCSD H80 $ 63,519.56

Vanderburgh Cove Sewer District

 

Cash                                                               22 200                                    $62,735.63

     Due to General Fund                               22 630                                    $62,735.63

To cover primarily December, January and February Expenses.

 

Capital Project H80 Vanderburgh Cove Sewer District Repairs & Improvements

Cash                                                               96 200                                    $63,519.56

     Due to General Fund                              96 630                                    $63,519.56

 

Estimated Revenue                                      96 510                              +    $63,519.56

   Proceeds of Serial Bond                          96 5710

Appropriations                                              96 960           

     Attorney                                                     96 07 8110 252                 +    $     516.25

     Engineer for Treatment Construction        96 07 8110 253                 +    $     157.25

    Treatment Contract - Arold Pay #1        96 07 8130 202              +    $62,846.06

 

Offered by Bruce Washburn             Seconded by Dan Staley

 

Gina asked what happens if Vanderburgh Cove residents can't pay for this and the Supervisor explained the bond will cover that.  The Town has a commitment from EFC for a 0 % loan for the district; when it comes through the Town will get reimbursed.  We already have approval for the bond.  Bruce said we have gone out for grants also and the Town is committed at this point.  Dan reported that construction has actually already started. 

Roll Call Vote:            Councilperson Fox aye

                                    Councilperson Gelb aye

                                    Councilperson Staley aye

Councilperson Washburn aye

                                    Supervisor Traudt aye

 

Motion carried 5-0

 

6. Dan moved with Bruce seconding to approve Court annual license/maintenance agreement for $800.00.  All were in favor.
7. Bruce motioned and Dan seconded to approve Dr. Tumolo's request to place dog waste dispensers behind Starr Library and at the Rhinecliff dock at Rhinebeck Animal Hospital's expense.  Bruce stated there is already one at the dock and suggested we ask Dr. Tumolo to place one at the Recreation Park.  The Town Clerk will call him.  All were in favor.
8. Dan motioned with Gina seconding to approve February 11^th Town Board meeting minutes.   Motion carried 5-0
9. Dan motioned and Gina seconded to appoint Richard Cunningham to Board of Assessment Review, term to expire 9/30/2014.  Joe stated that 3 candidates were interviewed and Mr. Cunningham had the best background.  All were in favor.
10. Dan motioned and Gina seconded to authorize Supervisor to sign Young Rhinebeck contract for 2010 for $4,500 per budget agreement and subject to new indemnity clause which Counsel will add.  Joe asked if this organization receives other funding.  Dr. Sullivan from Young Rhinebeck said yes, they received money from the Dyson Foundation and Thomas Thompson Trust Fund.  Our goal is to eventually become more self sufficient.  We may begin charging for some of our activities.  Bruce stated that the Town has been reducing this funding and in the past we had a potential conflict with the building you were proposing to use at the Fairgrounds.  Dr. Sullivan said that was only a temporary facility and it was unmanageable.  Joe is concerned about the Town's liability and feels this should be added to the agreement and the Town Board agreed.  Motion passed unanimously.
11.   RESOLUTION 17 of 2010 ZIV TECH AGREEMENT

                        BY BOARD MEMBER Dan Staley

            WHEREAS, the Town of Rhinebeck Website Committee has recommended to the Town Board of the Town of Rhinebeck that certain upgrades and redesign of the Town and Village website are required; and           

            WHEREAS, the website is and has been experiencing significant failures and malfunctions which impact the public's ability to access information; and

            WHEREAS, the Town Board recognizes that the website is an important means of communication with the public; and

            WHEREAS, Ziv Tech LLC., a limited liability company having offices at 32 Strawberry Street, Philadelphia, Pa originally designed the website and is familiar with its operating software; and 

            WHEREAS, the initial estimated cost of the work is $8,400; and

            WHEREAS, because of the urgency of the work to be performed and Ziv Tech's familiarity with the operating software, the Town Board on January 25, 2010 determined this contract to be exempt from the requirements of the Town procurement policy; and

            WHEREAS, the Town Board of the Town of Rhinebeck now desires to enter into an agreement with Ziv Tech LLC., for the upgrade and redesign of the website; and

            NOW THEREFORE BE IT RESOLVED,   that the Town of Rhinebeck does hereby authorize the Supervisor to enter into and execute a contract with Ziv Tech, LLC for the upgrade and redesign of the website, in substantially the same form as annexed hereto, subject to final review and approval of the Attorney to the Town.

            SECONDED BY BOARD MEMBER Bruce Washburn

Ms. Richardson has reviewed this agreement and it is generally acceptable but there are still some issues which can probably be resolved.

Councilperson Gelb aye

Councilperson Fox aye

Councilperson Staley aye

Councilperson Washburn aye

Supervisor Traudt aye

CONSULTING AGREEMENT

This CONSULTING SERVICES AGREEMENT (the "Agreement") is entered into by and between ZivTech, LLC, a limited liability Town with offices at 32 Strawberry Street, 2nd Floor, Philadelphia, PA 19106 (the "Consultant Firm") and the Town of Rhinebeck, New York (the "Town") as of March __, 2010 (the "Effective Date") for the purpose of providing consulting services as set forth below.

WHEREAS, the Town and the Consultant Firm are parties to a certain Independent Contractor Agreement dated February 8, 2008 (the "2008 Agreement") whereby the Consultant Firm created a website as per Town's specifications and to the Town's satisfaction.

WHEREAS, the Town desires to engage the Consultant Firm to perform certain upgrades to the Town's website in addition to the work previously performed pursuant to the 2008 Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.                  Engagement.
The Town hereby engages the Consultant Firm, and the Consultant Firm accepts engagement, to provide to the Town the following services (the "Website Services"): the Consultant Firm shall upgrade and redesign the Town website as per the Town's specifications that are agreed to by the Consultant Firm in advance (the "Town Website").  A copy of the final agreed upon specifications is attached as Exhibit 1 to this Agreement (the "Scope of Work").

2.                  Town Materials.   In connection with performance of the Website Services, the Town shall provide all creative, content and other material for the Town Website, or provide written approval for the Consultant Firm's creation of the same (collectively, the "Town Materials").  The Town Materials shall include (1) the contents of the Town's Drupal database and other data generated by the Town or by users of the Town Website; (2) the Town's contributions such as the Town Website's content; (3) and the Town's domain names, marks and logos.  Town Materials shall not include any Drupal software, the Consultant Firm's Drupal-related techniques and procedures, or any other material covered by the GNU GPL.

 

3.                  Term. 

Subject to earlier termination as provided by sections 9 and 10 of this Agreement, the Town agrees to engage the Consultant Firm for a period of one year (the "Initial Term"). 

 

4.                  Renewal. 

At the end of the Initial Term, a renewal will be necessary for the contract to continue.  Subject to the Consultant Firm's consent, the Town must give the Consultant Firm 30-days written notice consistent with section 17 of this Agreement of the Town's intention to renew.  The Initial Term together with any such renewal periods is referred to in this Agreement as the "Term."

 

5.                  Invoices.

On a monthly basis, the Consultant Firm will provide to the Town invoices providing a summary of all fees and expenses incurred by the Consultant Firm in connection with the performance of the Website Services.  The invoices will contain a detailed explanation of work performed, by whom, and their professional title/designation.

 

6.                  Hourly Rates. 

The Town shall pay to the Consultant Firm the hourly rates of the Consultant Firm's employees who provide the Website Services pursuant to this Agreement (the "Hourly Fees").  The Hourly Rates are calculated at the following rates: (i) $80.00 per hour for junior developers; (ii) $100.00 per hour for developers; and (iii) $150.00 per hour for senior developers. 

 

7.                  Initial Estimated Cost. 

As provided by the Scope of Work, the Consultant Firm estimates that the performance of the Website Services will incur a total of $8,400.00 in Hourly Fees (the "Initial Estimated Cost").  The Town acknowledges that the Initial Estimated Cost is an estimate subject to change and that the total compensation to be paid to the Consultant Firm shall be based upon the Consultant Firm's actual Hourly Fees incurred by in connection with the performance of the Website Services.  Under no circumstances shall the Town be responsible or required to pay the entire Initial Estimated Cost if the Hourly Fees are less than the Initial Estimated Cost.

 

8.                  Payments. 

In consideration of the services to be provided by the Consultant Firm pursuant to the terms of this Agreement, the Town shall make the following payments:

1. The Town shall pay to the Consultant Firm a fee of $3,360 (the "Initial Payment").  The Initial Payment constitutes forty percent (40%) of the Initial Estimated Cost.  The Initial Payment shall be due and payable as of the execution of this Agreement.  If upon issuance of a Certified Completion Notice or upon termination or expiration of this Agreement, the total Hourly Fees incurred by the Town are less than the Initial Payment, the Consultant Firm shall within 30 days of the issuance of a Certified Completion Notice, expiration or termination of this Agreement refund to the Town the difference between the Initial Payment and the actual Hourly Fees.
2. The Town shall pay to the Consultant Firm the Hourly Fees of the Consultant Firm's employees who provide the services described in the Scope of Work and/or the Hourly Fees of the Consultant Firm's employees who provide services pursuant to section 9 of this Agreement (collectively, the "Hourly Payments").  The Town is obligated to make Hourly Payments only to the extent total Hourly Payments exceed the amount of the Initial Payment.  Hourly Payments shall be due and payable within 45 days of receipt by the Town of an invoice for such Hourly Payments.
3. The Town shall reimburse the Consultant Firm for all reasonable costs and expenses incurred by the Consultant Firm in connection with the provision of services under this Agreement (the "Expense Payments").  The Consultant Firm must obtain the written approval for any Expense Payment above $25.00.  Regardless of whether the Town has incurred Hourly Payments in excess of the Initial Payment, all Expenses Payments shall be due and payable within 45 days of receipt by the Town of an invoice for such Expense Payments. 

9.                  Completion. 

Upon completion of the Website Services, the Consultant Firm will provide to the Town's Authorized Representative written notice of completion (the "Completion Notice").  Receipt of the Completion Notice by the Town shall commence a sixty-day trial period during which the Consultant Firm will be available to troubleshoot disruptions or other difficulties relating to the functionality of the website (the "Trial Period").  After the Trial Period ends, the Town shall certify completion of the Website Services by signing the Completion Notice and returning it to the Consultant Firm (the "Certified Completion Notice").  The Certified Completion Notice shall constitute acknowledgment of the complete performance of the Website Services.  If the Town cannot issue a Certified Completion Notice, the Town shall within twenty days of end of the Trial Period provide to the Consultant Firm written notice its refusal to issue a Certified Completion Notice that includes a description of the specific reasons for the Town's refusal (each a "Refusal Justification").  The Town acknowledges that the Consultant Firm shall be paid for any services performed during the Trial Period and the completion of any Refusal Justification according to the rates set forth in section 6.

 

10.             Termination.

Either party may terminate this Agreement, with our without cause, upon ten (10) business days written notice.  However, this Agreement may not be terminated by either party without mutual written agreement prior to the completion of an executed Work Order or open project.  In the event of any termination or expiration of this Agreement, Town will pay Consultant Firm for the Website Services delivered up to and through the effective date of the termination or expiration, as applicable, within thirty (30) days of such expiration or termination. In the event that Consultant Firm terminates, other than for Town's non-payment, then it will continue to perform all its obligations to Town under this Agreement up to and through the date on which the termination is effective. In any event, this Agreement shall terminate upon the earlier of either (i) the expiration of the Term; or (ii) receipt by the Consultant Firm of the Certified Completion Notice.

 

11.             Conditions Precedent. 

Receipt by the Consultant Firm of the Initial Payment shall be a condition precedent to any of the Consultant Firm's obligations provided by this Agreement.

 

12.             Confidentiality 

Each party shall, at all times, hold in strictest confidence all trade secrets, business information, proprietary data and intellectual property of the other and shall not use or disclose same in any fashion, except for the performance of this Agreement and the utilization by the Town of the Website Services and work product in the normal course of its business.

 

13.             Authority to of the Town.
The Town represents and warrants that: (i) it has full power, authority and legal right to enter into this Agreement: (ii) this Agreement has been duly executed and delivered by the Town and constitutes the legal, valid and binding obligation of the Town enforceable in accordance with its terms; (iii) are within the Town's powers, have been duly authorized by all necessary action, are not in contravention of law or the terms of any applicable documents relating to the Town's existence; (iv) the Town's provision of the Town Materials does not violate any agreement or obligation between Town and any third party; and (v) the Town Materials will not infringe on any copyright, patent, trade secret or other proprietary right held by any third party.

14.             Independent Contractor.

The Consultant Firm and its employees are and throughout this Agreement shall remain an independent contractor and not an employee, partner or agent of the Town. The Consultant Firm and its employees shall not be entitled to nor receive any benefit normally provided to the Town's employees such as, but not limited to, vacation payment, retirement, health care or sick pay.  The Town shall not be responsible for withholding income or other taxes from the payments made to the Consultant Firm.  The Consultant Firm shall be solely responsible for filing all returns and paying any income, social security or other tax levied upon or determined with respect to the payments made to the Consultant Firm pursuant to this Agreement. As an independent contractor, the work product of the Consultant Firm and its employees shall not be considered a "work made for hire."

 

15.             Non-Solicitation.

During the Term of this Agreement and for a period of one (1) year thereafter, each party agrees not to knowingly hire, solicit, nor attempt to solicit, the services of any trainee, employee, agent, representative, or consultant of either party without the prior written consent of the Consultant Firm and the Town.  Violation of this provision shall entitle the breaching party to pay to whose trainee, employee, agent, representative, or consultant was hired a sum total equal to one hundred and fifty percent (150%) of the solicited person's gross annual compensation plus any accrued costs, including attorneys' fees, resulting from the enforcement of the terms of this Agreement. 

 

16.             Proprietary Rights.

The Drupal software programs used by Consultant Firm, and all of the associated modules and themes installed on the Town Website are licensed under a GNU General Public License, and all code and techniques shall be licensed as the same and may be submitted back to the Drupal software community as the Consultant Firm sees fit. Nothing in this Agreement shall preclude the Consultant Firm from using in any manner or for any purpose it deems necessary the know-how, techniques or procedures acquired or used by Consultant Firm in the performance of the Website Services (the "Drupal-Related Techniques and Procedures"), and same shall remain Consultant Firm's sole and exclusive intellectual property.  To the extent necessary for operation of the Town Website, the Consultant Firm grants to the Town a non-exclusive and non-transferable license to use the Drupal-Related Techniques and Procedures.  In no event shall the Town demonstrate or provide the Drupal-Related Techniques and Procedures or any derivative work to any non-employee of the Town.

 

17.             Notice.

Any notice, request, demand, direction or other communication (a "Notice") to be given to or made upon any party under any provision of this Agreement shall be given or made in writing (which includes e-mail or facsimile transmission). 

 

Any Notice must be delivered to the parties at the addresses and numbers set forth below. 

If to the Town: Town Clerk Town of Rhinebeck 80 E. Market Street Rhinebeck, NY 12572	or	Jim Reardon E-Mail:
If to the Consultant Firm: ZivTech, LLC 32 Strawberry Street, 2nd Floor Philadelphia, PA 19106 Attention:        Alex Urevick-Ackelsberg Telephone:     (267) 940-7737 E-Mail:                        Alex@zivtech.com Facsimile:      (215) 525-4324	or	ZivTech, LLC 32 Strawberry Street, 2nd Floor Philadelphia, PA 19106 Attention:        Jody Hamilton Telephone:     (267) 940-7737 E-Mail:                        jody@zivtech.com Facsimile:      (215) 525-4324

18.             Website Hosting.
The Town acknowledges that upon completion of the Website Services pursuant to section 9 of this Agreement, the Consultant Firm is willing to provide web-hosting services for the Town Website upon terms to be negotiated at that time.  If the Town decides to provide its own web server hosting environment, the Town acknowledges the following:

1. The Town acknowledges that the Consultant Firm is not obligated to provide any other services, including but not limited to maintenance and troubleshooting of the Town's web server hosting environment.
2. The Consultant Firm shall have no responsibility for the integrity of the Town's website data, including but not limited to the responsibility to maintain a back-up copy of the Town's Drupal database and files.
3. The Consultant Firm shall have no responsibility to maintain the security of the Town's Drupal database and files, or to make regular updates to the Drupal core and modules.  The Client acknowledges that Drupal updates occur regularly and that there has been an average of one core security update per month in the last year.  The Client Firm acknowledges that the Drupal software is an open-source system that is not maintained by the Consultant Firm.
4. The Consulting Firm makes no warranties as to the quality of the Town's web server hosting environment, including but not limited to, the sufficiency of the server's bandwidth, RAM and disk space.
5. In no event shall the Consultant Firm be responsible for any issue relating to the maintenance, functionality or operation of the Town website after the receipt by the Consultant Firm of the Certified Completion Notice. 

19.             Assignment.
Neither party shall, without the prior written consent of the other party, assign its rights or delegate its duties under this Agreement.

20.             Miscellaneous.

1. This Agreement, along with any subsequent Work Orders, contains the entire understanding between the parties and supersedes all prior agreements and understandings, including but not limited to the 2008 Agreement.  No modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.
2. This Agreement shall be construed in accordance with and governed by the laws of New York, without regard to conflicts of laws principles.  In the event that any suit, action or other legal proceeding shall be instituted against either party in connection with this Agreement, each hereby submits to the jurisdiction of the state and federal courts located in Dutchess County, New York.
3. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
4. This Agreement shall not be terminated by any change in corporate structure including, but not limited to, the merger, consolidation of the Consultant Firm into or with any other entity.
5. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any Work Orders.
6. This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement.  Any signature delivered by a party by facsimile or e-mail transmission shall be deemed to be an original signature hereto.
7. Words importing the singular include the plural and vice versa and words importing gender include both genders.
8. Neither the Consultant Firm nor the Town shall be liable to each other for any delay or failure to perform its obligations hereunder due to strikes, labor disputes, riots, storms, floods, explosions, acts of God or war (a "Majeure Event").  Each party shall give to the other party notice in writing promptly after such party becomes aware of any such delay as a result of a Majeure Event.
9. The parties acknowledge that as of the Effective Date all representations contained in this Agreement are true and correct.  If any such representation later proves to be incorrect, such condition shall constitute a material breach of the terms of this Agreement.

21.             Limitation of Liability.

THE TOWN ACKNOWLEDGES AND AGREES THAT THE CONSULTANT FIRM HAS NO LIABILITY WHATSOEVER TO THE TOWN OR ANY THIRD PARTY FOR THE TOWN'S USE OF, OR INABILITY TO USE, THE WEBSITE SERVICES AND/OR THE TOWN WEBSITE.  NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EACH PARTY'S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE LIMITED TO AN AMOUNT EQUIVALENT TO CHARGES PAYABLE BY THE TOWN PURSUANT TO THE AGREEMENT FOR THE WEBSITE SERVICES DURING THE PERIOD SUCH DAMAGES OCCURRED.  THE NEGATION OF DAMAGES IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE CONSULTANT FIRM AND THE TOWN.  THE WEBSITE SERVICES AND/OR TOWN WEBSITE WOULD NOT BE PROVIDED TO THE TOWN WITHOUT SUCH LIMITATIONS.

22.             Disclaimer of Warranties.
THE TOWN ACKNOWLEDGES AND AGREES THAT THE WEBSITE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.  THE WEBSITE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE).

23.             WAIVER OF JURY TRIAL. 

THE TOWN AND THE CONSULTANT FIRM IRREVOCABLY WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT.  EACH OF THE CONSULTANT FIRM AND THE TOWN ACKNOWLEDGE AND AGREE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

ZivTech, LLC By:_______________________________________            Alex Urevick-Ackelsberg Partner, ZivTech, LLC 32 Strawberry Street, 2nd Floor Philadelphia, PA 19106

Town of Rhinebeck, New York       By:______________________________________ Tom Traudt Town Supervisor

 

 

 

 

 

12. Louis and Ruth Fernandez, 7 Grinnell Street agreement from Counsel

RESOLUTION 18 of 2010

Dan motioned and Bruce seconded to approve following agreement.  Ms Richardson explained that the Town Engineer has worked up a bond amount. Joe Gelb asked if the easement will run with the land and Pam replied the intention was if future work is done a highway permit would be needed.  Joe thinks the easement should say specifics and suggested approved subject to him getting with Pam.  Bruce wants a finite time on the bond.  Ron Evangelista, Town Engineer, stated that typically bonds have to do with road construction with a maximum of 1 year.  It is ultimately up to the Town to decide.  This is a small project.  At this point Bruce motioned and Dan seconded to go into an Executive Session to discuss possible changes.  All were in favor. 

 

After returning from Executive session Bruce stated he wants the maintenance bond returned within 1 year and the performance bond money returned when the work is complete.   Ms. Richardson will make that change and a language change about signer's recording in the County Clerk's Office.  All were in favor of passing the agreement subject to Counsel's revisions.

 

            THIS INDENTURE, made this 22^nd day of March, 2010, between the Town of Rhinebeck a municipal corporation, having an office at 80 East Market Street, Rhinebeck, New York 12572, as "GRANTOR", and Louis A. Fernandez and Ruth A. Fernandez, husband and wife, having an address at 7 Grinnell Street, Rhinebeck, New York 12572, as "GRANTEE".

            WHEREAS, GRANTEE is the owner of single family residential real property located at 7 Grinnell Street, Rhinebeck, New York which real property is shown as Lot #58 on Filed Map #548, filed 4/10/1809 and is further identified by Tax ID #6069-06-365947 (the "Real Property"); and

            WHEREAS, there are now existing improvements servicing only the Real Property some of which improvements are in need of repair, replacement or upgrade; and

            WHEREAS, such improvements are partially or wholly located within the Grantor's Right of Way on Grinnell Street;

WITNESSETH:

(1)         GRANTOR, in consideration of the sum of one dollar and no/100 ($1.00), lawful money of the United States, actual consideration paid by the GRANTEE, does hereby grant and release unto GRANTEE, its successors and assigns forever, a perpetual easement and right-of-way giving the right but not the obligation to enter upon and lay, construct, install, operate, clear, clean, maintain, repair, alter, expand, replace and inspect a sanitary disposal system comprised of a 1,000 gallon pump station, septic tank, related pipes and other improvements for the purposes of disposal and treatment of sewage generated from the Real Property, all as shown on a drawing entitled "Fernandez SDS - C2" prepared by D.F. Wheeler Engineers, P.C. and dated 8-25-09" and identified thereon as "proposed site plan" (the "Site Plan") and located on that portion of the Real Property described in Schedule A attached hereto (the "Easement Area".)

(2)         GRANTOR also hereby grants and conveys to the GRANTEE the right to retain and maintain the other existing improvements shown on the proposed Site Plan.  All improvements described in paragraph 1 above and this paragraph 2 shall be "Improvements."  Any work performed by GRANTEE, its agents, successors or assigns pursuant to this Easement shall be deemed "Work" for the purposes hereof.

(3)         GRANTOR hereby covenants that GRANTOR shall not interfere with or cause injury to any of the improvements or take other action which would prevent, impede or disturb the full use and intended purpose of this Easement by GRANTEE, subject however to the right of the GRANTOR to condemn the Real Property or any portion thereof as permitted by law.

(4)         GRANTEE hereby covenants that GRANTEE shall at all times be solely and entirely responsible for the cost and obligation to maintain the Improvements. Maintenance Obligations shall at a minimum require that at all times (a) the Improvements shall be maintained in satisfactory working order and condition at the sole cost and expense of the GRANTEE; satisfactory working order to be determined by the Engineer to the Town or other such consultant as the Town may direct; (b) any property not owned by GRANTEE that is disturbed in connection with Maintenance Obligations shall promptly be restored to the reasonable satisfaction of the Town; (c) any maintenance work shall be done in a manner to minimize inconvenience to the general public and in coordination with the Town Highway Department; (d) the GRANTEE shall hold the Town harmless for any potential liability in connection with any of the Improvements and (e) shall be subject to all applicable laws, rules and regulations.  

(5)         GRANTEE shall, contact the Town Highway Department and obtain a ‘Highway Work Permit' prior to performing any work within the Town right-of-way; and shall, notify the Town Highway Department forty-eight hours prior to performing any work within the Town roadway. 

(6)         GRANTEE shall, upon completion of any Work, immediately repair, replace and restore the right of way, including without limitation, the Easement Area, to substantially the same condition as existed prior performance thereof, including but not limited to restoration of the roadway and landscaping disturbed or damaged in any manner by GRANTEE, its successors and assigns.

(7)         GRANTEE shall name GRANTOR, and shall require any contractors performing any work in the Easement Area to name GRANTOR, as an additional insured on its liability insurance policy in connection with any such Work.

(8)         Prior to performing any Work hereunder, GRANTEE shall provide the GRANTOR with a performance bond in an amount sufficient, in the determination of the Engineer to the Town and Town of Rhinebeck Highway Superintendent, to ensure satisfactory completion of the Work and restoration of the Town Right of Way.  Unless otherwise used by the GRANTOR pursuant to this paragraph 8, the full amount of the bond shall be returned to the GRANTEE within one year following completion of the Work.

(9)         This Easement, together with the rights and obligations created herein shall run with the land, and be binding on GRANTOR and GRANTEE, their respective successors and assigns.  All references to GRANTEE shall include its successors and assigns.

(10)    This Easement shall be recorded in the Dutchess County Clerk's office.

            IN WITNESS WHEREOF, the GRANTOR and GRANTEE have executed this instrument as of the date first set forth above.

GRANTOR:                                                                GRANTEE:

TOWN OF RHINEBECK

 

_______________________                                  ___________________

By:       __________________                                Louis A. Fernandez

Title:    __________________                               

 

                                                                                    ________________________

                                                                                    Ruth A. Fernandez

 

13. Dan motioned and Gina seconded to approve possible AFLAC payroll deductions for Town employees.  Tom explained this is totally voluntary for the employee and there is no Town expense involved except the processing of payments by bookkeeping.  All were in favor.
14. On motion from Dan and second by Bruce the Town Clerk is hereby authorized to go out to bid for tree work in the old section of Rhinebeck Cemetery.  Dan explained there are 4 old maple trees which are marked that need to be taken down.  They will all be replaced.  All were in favor.
15. Dan motioned and Gina seconded to authorize Cemetery to advertise for 1 full time employee and 1 part time employee at Cemetery, not to exceed 6 months.  Joe Gelb brought up the point as to why can't the Town charge perpetual care.  It doesn't seem fair for Town taxpayers to be paying for perpetual care.   Dan thinks the Town may be under different regulations since it is not a private cemetery.  Dan also stated the burial fees were raised last year.  Motion carried 5-0.
16.  Dan motioned and Bruce seconded to appoint Tom Mannix as Clerk of the Works for Vanderburgh Cove Treatment and Collection System Phase I projects at request of the Vanderburgh Cove Committee.  Joe questioned how this will be billed and Dan explained Tom will devote 3 hours per week at $100 per hour.  The Committee has looked at this as an additional $5,000 expense.  Morris is for construction management, we need a 3^rd party to oversee the project.  Joe asked if additional work is necessary who approves it and will change orders be necessary.  Tom Traudt is confident with Mr. Mannix's expertise.  All were in favor of motion. 
17. Dan moved with Bruce seconding the appoint Melissa Cohen as Chair and Andy Sheppard vice Chair to the Rhinecliff Advisory Council for 2010.  Motion carried unanimously.
18.  Chris Lipscomb was unanimously appointed as Chair and Jonathan Mensch as Vice Chair of the Open Space and Affordable Housing Committee on motion from Bruce and second by Dan.
19. Dan motioned and Gina seconded to approve $2,900 for dock construction.  Tom explained this is in relation to the ferry dock project with the City of Kingston.  This is basically the material for the actual construction.  All were in favor.
20. Dan motioned and Gina seconded to adopt 2010 recreation fees:                   

                                                             Resident                       Non Resident 

               Senior pool pass                         $20.                                 $100

               Aqua aerobics                                         $6 drop in

               Day Camp     weekly                    $75                                 $150

                    "      "       family                     $150                                   N/A

                    After Camp 4-6 pm                      $ 30                                  $ 50

                        "        "       family                      $60                                   N/A

                     Swim Team                              $100                                  $150

                          "       "         family                $200                                  $300

                     Adult Master Swim                            $6 per session

                     Water Polo                                   $3 per session

                     Swim lessons                              $50                                  $65

                     Tiny Tots                                     $40                                  $55

                     Pool fees daily                              $3                                  $ 8

                     Season Pool individual                $75                               $175

                     Season pool family                    $175                               $400

                     Senior pool (62 +)                       $20                                $100

 

Joe Gelb asked if these fees cover the Town costs and Bruce stated that depends on the weather.  If there are more than 100 kids in camp we make money and if less than 100 children we loose money.  We can't control the numbers or the weather and we do have thresholds for all of the variables.  Motion carried unanimously.

21. Retainer agreement with Orrick, Herrington & Sutcliff, and LLP on behalf of Vanderburgh Cove to retain bond counsel.

Motion by Dan Staley

            WHEREAS, the Town Board Town of Rhinebeck on behalf of the Vanderburgh Cove District has successfully applied for financing from the New York State Environmental Facilities Corporation; and

 

            WHEREAS, the Town Board on behalf of the Vanderburgh Sewer District is desirous of retaining Bond Counsel to represent the interest of the Town and the Sewer District with respect to financing for the Vanderburgh Cove Sewer District project; and

 

            WHEREAS, Gellert and Klein, P.C. attorneys to the Town as local counsel on the Vanderburgh Cove Project for EFC purposes have been consulting with Orrick, Herrington & Sutcliff, LLP; now therefore, be it

 

            RESOLVED that the Town Board of the Town of Rhinebeck on behalf the Vanderburgh Cove Sewer District hereby authorizes the Supervisor of the Town of Rhinebeck to execute a retainer agreement with Orrick, Herrington & Sutcliff, and LLP; substantially in accordance with the proposal received dated March 12. 2010.

 

Seconded by Bruce Washburn

Dan explained this is a technicality in order for the Town to retain bond counsel.        

Councilwoman Fox aye

Councilman Gelb aye                                                                         

Councilman Staley aye                                               

Councilman Washburn aye                            

Supervisor Traudt aye

   Ms. Richardson will notify Scott Volkman.

22. On motion from Dan and second by Bruce the Supervisor was unanimously authorized to sign Arold Construction, J & J Sass Electric and B & K Excavating Notice to Proceed.  Ron Evangelista stated the procedure is notice of award; execution of contract and then the notice to proceed.  The contracts have been awarded and executed so now the notice to proceed is necessary.  All were in favor.         
23. Dan motioned and Gina seconded to approve new job title for Robert Fitzpatrick from Maintenance Department Mechanic to Supervisor of Buildings and Grounds at same pay rate.   All were in favor.
24. Dan motioned and Gina seconded to approve attached salary schedule for summer staff.   All were in favor

 

DISCUSSION

 

Rhinecliff Hotel agreement update from Counsel - Ms. Richardson reported that after talking with Ron Evangelista the dollar amount will be reduced by $11,000.  Dan read a July 2008 statement from Rod Mc Cloud, Town Attorney at the time, which said the deposit would be refunded once the agreement was in place.  Bruce feels this is a long time to be holding their money.  Pam feels that 5 years is a reasonable time frame.  Joe asked if the owner could convert this to a bond which would save him money and Pam replied yes.  Kathy Kinsella wants to review Pam's resolution before the April 26^th meeting.     

 

Rhinecliff drainage issue - Dan reported that he, Kathy Kinsella, Ida Brier, Bob Wyant and Tom Mannix walked the hamlet for its infrastructure.  A table of explanation is being reviewed; this will probably be a 2 year project.  We are trying to help the residents of the hamlet.

 

Robert Grossman update from counsel - Ms. Richardson reported that Tom Mannix has looked at the plans and the curtain drain is actually 1 foot onto Town property.  He suggested that Mr. Grossman go to the Board of Health but that is not possible according to Mr. Grossman.  The Board of Health has directed him to work with the Town Board.  An escrow account needs to be set up in the amount of $750. 

 

Returning to two meetings a month - Gina feels by returning to 2 meetings a month the agendas will be more balanced.  She would like PANDA to televise both.  Joe agrees.  On motion from Gina and second by Dan it was unanimously agreed that the Town Board will meet the 2^nd and 4^th Monday's of each month.  Tom clarified that the 2^nd Monday will still be a workshop session with necessary business and the 4^th Monday will be strictly business.  Joe would like an oral accounting report from the bookkeeper, Budget and Finance Committee or Tom quarterly.  Tom pointed out that Shelly is the best source and we are asking a lot from her.  The Budget Control Committee would not have access to these numbers.  Bruce will draft a format with Shelly for the April 26^th meeting.  Bruce would like to manage the budget by account; it seems we are always playing catch up.    

 

Open old landfill for brush drop off the last Saturday of each month (3/27 - 10/30) - this was tabled for more discussion since Bruce stated that Nancy Cunningham has suggested it be open every Saturday with volunteers.

 

Introduction of Law to eliminate requirement that Ethics Board have a Town Officer or Employee on the Board - Joe reported that since there is a state requirement that a Town employee must be on the Ethics Board, this is a mute point.  On motion from Joe and second from Gina Bruce Washburn was temporarily appointed until other applications are received and reviewed.   All were in favor. 

 

Dan reported that a new line of communication has been established for Vanderburgh Cove issues and requested that their issues be placed on future agendas at the beginning of meetings so consultants are not being paid to sit through our meetings. 

 

Bruce motioned and Gina seconded to authorize the advertising of an on call summer part time pool operator.  Motion passed 5-0.

 

Dan brought up the issue of paper roads in Rhinecliff.  He suggested that the Board seek counsel.  Kathy Kinsella said the issue goes beyond Rhinecliff; it is a town wide issue.  Residents have offered to purchase these pieces of land.  The Town needs more background information.  Pam stated this can be done through title searches.  If it is dedicated then we know the Town owns, if no dedication then each individual needs to obtain a title search.  Kathy pointed out that on  user roads, the Town owns the right of way and the Town does not maintain paper roads.    

 

ADJOURNMENT

 

At 9:30 on motion from Dan and second from Gina this meeting was unanimously adjourned.

 

 

Respectfully submitted,

 

 

Barbara Cunningham

Town Clerk