Loading...
1998-07-02-S SPECIAL TOWN BOARD MEETING JULY 2,1998 3 :00 p.m. MTG.#32 RES. 252 TOWN BOARD MEMBERS PRESENT SUPERVISOR FRED CHAMPAGNE COUNCILMAN RICHARD MERRILL COUNCILMAN THEODORE TURNER COUNCILMAN DOUGLAS IRISH COUNCILMAN PLINEY TUCKER TOWN OFFICIALS TOWN COUNTROLLER HENRY HESS TOWN COUNSEL BOB HAFNER SUPERVISOR CHAMPAGNE-Called the meeting to order. Introduced Bob Hafner. ATTORNEY BOB HAFNER-You had asked us to come back because you wanted to talk about the Town of Moreau the proposed Water Agreement. The Town of Moreau has sent us back a revised agreement and we very, I very briefly went through it before and you wanted more time to think about the issues and go over it, I presume. So, why don't we start from the beginning and go over their changes and see what the Board's opinions are so that I can respond to Martin Aufferdou the Attorney from the Town of Moreau. The Town of Moreau had taken the agreement that we had on our word processing system took a disk with it on it and made many changes and sent it back. Overall this is closer to where we had asked them to come back then prior versions, But there are some big issues out, why don't we go through. First, the first main change is on page three on the bottom where they have added as you will recall we based our price and their purchasing one fifteenth of the plants effectively an interest in the plant equal to one fifteenth based on department of health's what they are expected to rate the plant at. And we had always used fifteen million and said if it comes up to be fourteen million nine hundred and seventy eight thousand so on or if it came out fifteen million you know, thirty two thousand so odd that it did not make, we were just going to use fifteen million and one fifteenth. What they have added is some language saying that when that comes out they want to use the exact number they want to be able to come in and negotiate if it is their favor but not give us the right to negotiate if it is not in their favor. I think that we just leave it tell them that this is the best of our knowledge it is fifteen million you are buying one fifteenth and that is where we are going to leave it so we are not fighting over nickels and dimes. That is what the board agreed. SUPERVISOR CHAMPAGNE-I think that is what we all agreed on that, that is ok. ATTORNEY HAFNER-The next substantial change is on page 5 which deals with again, to refresh them because I can see someone from the paper is here and they may not have all the same background that I bored you with many times. Part of the fifteen million gallon plant assumes that we will replace two low left pump motors. They have not been added yet because the plants is not going to need them until we cross using eleven and a half million gallons per day. But that a two hundred thousand dollar cost that has not be calculated in the purchase price that Moreau has gotten. What we have said is that Moreau was buying two twenty thirds of the increase that we just had and that they should pay two twenty thirds of the cost of these two low lift pump motors that are necessary to get us up to that fifteen million gallons per day. COUNCILMAN TUCKER-Where did the two twenty thirds come from? ATTORNEY HAFNER-When we start, when we have the plant before the expansion its capacity was three and a half million gallons per day, after the expansion it is fifteen million gallons per day so that is eleven and a half million gallons per day of an expansion. One eleven and a half is a lot harder than a half than two twenty thirds which is the same amount. So, that is where the two twenty thirds came out. What they have asked, they want to pay only one fifteenth of that two hundred thousand dollar cost and that is just is not how we calculated the price. SUPERVISOR CHAMPAGNE-It is a difference of a buck and a half. ATTORNEY HAFNER-We estimated the price without any markup without any risk that the town residents paid without any of the carrying costs that we have had and just let them buy in at what are actual costs were without any of those other factors and that is what this two twenty thirds is based on. I thought that town board had said to stick with the two twenty thirds. COUNCILMAN TURNER-You are right. ATTORNEY HAFNER-The next change is just at the bottom of the page they reference a wrong section it should be 8e. not 8B. I am going to skip some of the things that are not important from I think a legal or factual point of view, that is just wording, obviously we do not thinks hurts. The next go to page 7 this deals with the river crossing. Now remember one of our big issues was who is going to pay the cost of the river crossing that is we paid that cost, that would be an improper gift if we were not repaid for it. And they have revised the contract to have them pay for the river crossing and what they have wanted to clarify was that if they pay for the river crossing that we have to pay to make the improvements on them, in our own system to get it to the river crossing as the board probably will recall the town board had talked about it thought that making those improvements was good for the town for its own purposes to have future development in the area and how would some hydraulics SUPERVISOR CHAMPAGNE-That decision was made, I do not think we want to mess with doing decisions that we have previously agreed to. ATTORNEY HAFNER-But, this is the first time that this has been written in the contract, so that is why it is important to have UNKNOWN-The Big Bay and Big Boom road end ATTORNEY HAFNER-Yes. And there are reasons that as you said it was hashed out before but they put this in the contract but we will pay that cost for our own thing and they will pay for the river crossing. UNKNOWN-So, that is ok. ATTORNEY HAFNER-Sounds fine. UNKNOWN-The way it is written is ok, is that what you are saying? ATTORNEY HAFNER-On page 7 A As the long as the Town has not changed its mind on making the improvements on our side. (no) COUNCILMAN IRISH-Wait, it says they have the right to review and make recommendations on each others engineering specifications? COUNCILMAN TUCKER-How come? ATTORNEY HAFNER-It is only recommendations, well what we are more concerned about is to have some input on their system and the water crossing. I mean... COUNCILMAN TURNER-That was in the other one. COUNCILMAN TUCKER-Yea, but they are paying for it. UNKNOWN-No but the two engeering... ATTORNEY HAFNER-The engineers and again, Ralph I, the way I understood is for when we connect that there is going to be some engineering some hydraulics some facts that we need to make sure are correct and they need to make sure and we need to make sure and this is just the way, neither has the right to order the other, but it is the way that they can work together. COUNCILMAN TUCKER-let him explain ...we got to make sure. WATER SUPT. RALPH VANDUSEN-All I want to make sure is that they are going to have an engineer do their work we are going to have an engineer do our work and they, this allows each of the engineering firms to make a recommendation to give the other firm information that they have specific to theirs to make sure the two are compatible it does not mandate anything. COUNCILMAN TUCKER-All we are responsible for is to get the water to the gate in the pipe line that goes in under the river, is that correct? WATER SUPT. VANDUSEN-That is correct. ATTORNEY HAFNER-Yes. COUNCILMAN MERRILL-They took out the word approved... ATTORNEY HAFNER-Because we told them that we would not give them that and again that is a sign that they have, we are starting I think maybe come together a little bit better. Moreau was going to seek the permits and we are going to help and provide them with whatever services we need to help with that process. CONTROLLER HENRY HESS-... in that paragraph, it says Moreau shall seek any needed permit for the river crossing etc. the next paragraph says Queensbury shall likewise obtain and likewise should refer to seek, we should be seeking. ATTORNEY HAFNER -Well, actually I have and again I have just looked at that as a legal thing since we no longer have the responsibility to deal with the river crossing that we only have the obligation to help and that should be deleted, that whole sentence. We no longer have responsibility, delete is what that says. COUNCILMAN TUCKER-Half the crossing in the Town of Queensbury. ATTORNEY HAFNER-Yes. COUNCILMAN TUCKER-They cannot issue a permit to the Town of Moreau to come into the Town of Queensbury and do their work and it is the army engineers that have got to issue the permit. SUPERVISOR CHAMPAGNE-DEC may get involved with this to. ATTORNEY HAFNER-They can issue it to both of us, this is an intermunicipal agreement and they can take that responsibility and we have agreed to do what ever we need to, to work with them. COUNCILMAN TUCKER-A permit for work on our side of the river, right? WATER SUPT. V ANDUSEN- The potential currently exists that a portion in the Town of Queensbury we may have to playa role in. ATTORNEY HAFNER-And we will, that sentence just before that, Queensbury agrees to provide such documentation take such action as the governmental agencies involved may require. That is the language that I have gotten in the past. We have to work together on the river crossing. SUPERVISOR CHAMPAGNE-I think the original thinking was that they are in a much better position since it is going to be their water with the GE issue up front it just seems that they go in and make the application with a little more strength than Queensbury. Then we can back it up and do whatever we have got to do to transfer that permit into the Town of Queensbury. But the lead agency, what we are saying, should be the Town of Moreau in order to proceed. ATTORNEY HAFNER-And they agree since they are going to pay for it that they should, that makes perfect sense. They in the next paragraph, paragraph C on the bottom of seven and top of eight they say that they own the river crossing which is good and they are going to maintain it which is what we have been wanting from the beginning, so that's seems like an improvement. On a bottom of page eight they wanted to make it clear that the Town of Queensbury will not assess or level taxes against the river crossing. Which it is not inside our water district and .. COUNCILMAN TUCKER-What are the legal ramifications? ATTORNEY HAFNER-As long as we do not extend our water district to include where the River Crossing is it is not a problem, we just any time that we have a district we should make sure that it does not go from the border of the river into middle of the river which would be an uncommon thing I would think. SUPERVISOR CHAMPAGNE-That makes me think of Coles Woods. ATTORNEY HAFNER-Yes. Exactly, that is exactly why that is here. Is what I read between the lines. ... On the top of page nine, guarantee flow, again, in the past they have asked us to guarantee flow in specific terms we have always said that based on our engineer statements that we guarantee the full capacity of a million and a half gallons per day, at a hydraulic gradient of five hundred thirty seven feet usgs. Now, that was based on what our engineer, O'Brien and Gere, stated, they want us to just guarantee it and they want us to increase that from a million and a half to two million. Which my recollection was that we couldn't even based on what our engineer said it was a million and a half at that number. If you went up to a million six it was a different ... and it was a sliding scale because Ralph can probably provide more background. WATER SUPT. VANDUSEN-The reality was that with the piping that has been discussed the model indicates that they can flow up to a million and a half a day. As soon as you go over that then a second line going all the way back to Corinth Road has to be installed to be able to accomplish that. So, based on the information that we currently have, if you make it one five zero, zero, zero, zero, one know that you will add to our capital cost. I think we should stay at the one five which is what we based it on. COUNCILMAN TUCKER-How much are they buying? WATER SUPT. VANDUSEN-Well, million with a million, COUNCILMAN TUCKER-That is all they are buying is a million. COUNCILMAN IRISH-What happens if they want to go to three million gallons we got to upgrade the pipe line ... WATER SUPT. V ANDUSEN-Ifthey want to go anything over one point five million the pipe line has to be increased, from the Corinth Road all the way out. As soon as they go above I do not know within the way of twoish, then they need a second river crossing and they are aware of that. Two million, the pipe that they are talking putting in will handle two million, once you go much above that then they will need a second pipe line. COUNCILMAN IRISH-What is the difference in cost for us if we to upgrade our side to handle two million just in case they.. WATER SUPT. VANDUSEN-At this point I do not know. What I would recommend COUNCILMAN IRISH-It does not make a lot of sense for us to do this now and then in five years they wind up wanting two million gallons a day and we have to.. WATER SUPT. VANDUSEN-On step one, step one was to just tie them in from Big Boom Road that will handle up to a million gallons a day that they have currently purchased. I think before we decide to take step two which is link them together we ought to take a look at the cost and advantages and disadvantages of going in either direction of looping that together or what we are going to do. I think it is a mistake to make a commitment now. I think we should stay at the eleven point five we are in the process of doing the hydraulic model of our system we are going to take a look at that it is a new engineering firm, have them take a look at those numbers. I do not think they are going hold up much different but maybe they will and maybe that will be able to change that slightly. I also think that under the old contract we were saying we were guaranteeing that pressure and that flow on the Moreau side of the River. I think we are in a different case now that Moreau is going to design the pipe that is going underneath the river they are going to own and maintain that totally out of our control I am not sure we can guarantee flows through that pipe. That would be absurd lets say that decide to put an eight inch pipe across the river there is no way that pipe is going to handle that flow. COUNCILMAN TUCKER-The only point that we should guarantee anything is our side of the river. WATER SUPT. V ANDUSEN-I think so. I think it is very reasonable for our engineers to provide the data that was used to calculate the flows to their engineers let them determine if they think that is valid or not. That is very easily done by the engineering firms. I think that is reasonable compromise, knowing the solution. Here is the data, let your engineers guarantee if they want to. COUNCILMAN TUCKER-Up front they are buying a million gallons. ATTORNEY HAFNER-Correct. COUNCILMAN TUCKER-Now, in my mind if they come along and want another million and we have problems getting to the million to them that should be their problem not ours....it does not say that we got to guarantee WATER SUPT. VANDUSEN-It says we have to guarantee up to one point five. UNKNOWN-We have got to have piping guarantee at one point five.. COUNCILMAN TUCKER-Big Boom Road will do that now. WATER SUPT. VANDUSEN-Tied with Big Bay.... COUNCILMAN MERRILL-Ralph, it references at the pipe line at the Moreau side. ATTORNEY HAFNER-What he just said is that we should change that and I made that note. COUNCILMAN MERRILL-I think it should say the Queensbury side. ATTORNEY HAFNER-Again, we are basing on what our engineers had said a year ago. WATER SUPT. VANDUSEN-The engineers have said based on the sixteen inch pipe and based on a whole lot of things. . Moreau side, all I am saying is the equation has changed we no longer have anything to do with that pipe line, so it is tough for us to guarantee what is going to happen through somebody elses pIpe. COUNCILMAN MERRILL-so, Queensbury, Queensbury side. ATTORNEY HAFNER-Right. Next. Substantive part on yes. COUNCILMAN IRISH-This part about the by-pass in B, it says if the by-pass is used. I thought all billing was going to be billed from our meter anyway. UNKNOWN-Unless there is a discrepancy a problem.... ATTORNEY HAFNER-That was a long bitter discussion. The next real point...page twelve Al they are buying a million gallons of capacity this contract has them paying for half of that capacity upfront and the other half over a period of twenty years. This, the reason why I am stopping here is again is, this a board decision whether to accept that. What they are doing for the total million based on our cost we are charging them a million sixty thousand dollars. So, if they pay for half of it up front it is five hundred and thirty thousand dollars up front. COUNCILMAN IRISH-The deal is for a million dollars right? ATTORNEY HAFNER-A million sixty. COUNCILMAN IRISH-That is a flat rate fee? ATTORNEY HAFNER-That is the flat cost that supposedly is two twenty thirds of our total capital cost. COUNCILMAN IRISH-What about Henry, is there any interest built into that twenty year payment? CONTROLLER HESS-Well, this doesn't talk about, somewhere it does talk about the payment on the next, page. ATTORNEY HAFNER-You are taking about two different things. CONTROLLER HESS-We are talking about how they are going to pay the principal. ATTORNEY HAFNER-There are two things, there is a million gallons of capacity that they are paying the capital cost associated for the way that, that was calculated was based on the total cost of our expansion and multiply that by two twenty thirds. That number is one million sixty thousand dollars for a million gallons of capacity. They are proposing to pay half of that up front, five hundred and thirty thousand dollars for five hundred thousand gallons. That is the first thing the Town Board I think was amenable to that pay half up front. COUNCILMAN TUCKER-I do not know the reason why? Why can't they pay it all, they are getting five million from GE to do this. Why can't they pay it all. UNKNOWN-If they pay it all they will not have sufficient capital left to complete the piping they want within their town without borrowing. They do not want to borrow money. ATTORNEY HAFNER-That is what we have been told. COUNCILMAN TUCKER-What do they want to do within their town. UNKNOWN-Serve as many people as they can. COUNCILMAN TURNER-They want to get as much mileage out of that five million as they can get. SUPERVISOR CHAMPAGNE-Pliney in order for us to stay in the game, early on, .. COUNCILMAN TUCKER-What game do you want to stay in Fred. SUPERVISOR CHAMPAGNE-I want to be able to provide water to other municipalities in order for the Town of Queensbury user to enjoy the benefit of a use cost of water. That is really in my goal here is one, and that one goal is to reduce the cost of water to the Queensbury user. That is the only goal that I have. In order to do that we are in competition, ok, COUNCILMAN TUCKER-With who? SUPERVISOR CHAMPAGNE-Well, we could be in competition with the Saratoga Water Authority, back then, COUNCILMAN TUCKER-They went and talked to them and they are coming back and talking to us what does that tell you. SUPERVISOR CHAMPAGNE-I am not going to argue with you Pliney if it is your way then have it that way, I think there is enough Board Members here who feel that... COUNCILMAN TUCKER-I am going to speak my mind whether it is off the wall or not, Fred. SUEPRVISOR CHAMPAGNE-I have no problem with that, the issue here is do we benefit the Queensbury user based on putting a program in place buying a half a million... COUNCILMAN IRISH-I do not have any problem loaning them the money as long as we are getting some interest on it you know we are getting on our investments. ATTORNEY HAFNER-From a legal point of view it does not make a legal difference as long as the interest rate is a fair rate. Whether we do it this way or if we require them to pay it all up front, that is a business decision for the Board. I mean the key things are, are you willing to accept it, is the interest rate fair, was the price calculated correctly? And those are all the things that we have been given are true and if so it is a business decision whether you want to accept that or not. Shall we go on? I want to point out an important sentence at the bottom of the page, Queensbury shall not deliver any water to Moreau until such sum is paid in full. Until we get that five hundred and thirty thousand dollars we have no obligation to provide any water. COUNCILMAN IRISH-We are not going to do any construction until we some money from Moreau either. WATER SUPT. VANDUSEN-This does not say that but I know that was our intent. COUNCILMAN IRISH-You might want to put something in there about that, I am not willing to spend any money if they are not, you know, we could spend a hundred thousand dollars and do whatever we have got to do and then they decide to buy water somewhere else and we are stuck with a pipe line going to the nver. ATTORNEY HAFNER-Ok. COUNCILMAN MERRILL-You scratched out the amount of the sum why is that, it just says sum, wouldn't you clarify that within the five hundred and thirty? ATTORNEY HAFNER-They crossed it out, I do not know why they put the five thirty in there after, they crossed out because before that sum was the five hundred and thirty plus half of the river crossing, which is why we used the aggregate amount totaling eight hundred and forty five thousand five, or forty thousand five hundred dollars. COUNCILMAN IRISH-But shouldn't we leave the five thirty in there? ATTORNEY HAFNER-Sure. COUNCILMAN MERRILL-Such sum is five thirty, then there would not be any question. ATTORNEY HAFNER-It is the only sum in the paragraph, but that is perfectly fine. The next section, page thirteen you may recall we had four issues here, basically lets find out first if the Board agrees with the concept and then we can work on the legal wording. The concept is that the other five hundred thousand gallons of capacity that they are buying they are going to pay five hundred and thirty thousand dollars over a twenty year period using a four and a quarter percent interest rate. The reason why they thought that was a fair rate, I think because that is the rate that we are borrowing from EFC? CONTROLLER HESS-The four and quarter is a rate that we plugged in at the time we thought was going to be a reduction in rate from five and quarter that we were paying on the old bonds, close to what we expected to pay EFC. ATTORNEY HAFNER-Based on what we expected our rate to be. So, is that ok with the Board to let them finance the other five hundred and thirty thousand dollars over twenty years? COUNCILMAN TUCKER-How much could we get for the five hundred and thirty if we had it in the bank, Henry? CONTROLLER HESS-I will give you two numbers, if they were to pay cash I would make one of two recommendations. I say we convert them to CD's, a five point nine two which is a rate that is available to us today or five point nine three or you could liquidate the old bond issue which was a million three hundred thousand dollars that you are paying seven point nine on. So, it is somewhere between seven point nine and five point nine three is the market value of the money. ATTORNEY HAFNER-We were not engaged for bond counsel in this so I have not done the research. I expect that is we got paid the five hundred and thirty thousand dollars up front that we would be required to pay down the bonds and usually that is called arbitrage if you pay a lessor amount on tax free bonds then what you go and collect. That is usually improper and one of those certificates that you are going to be signing Fred when we re-finance says you will not do that. But I have not researched it to see... (tape turned) CONTROLLER HESS-To go back to the four and a quarter percent I will tell you that since that number was plugged in the average coupon rate on the bonds is about four point seven. That is subject to subsidize we have a subsidize on that and how you want to factor the subsidize in, but the average coupon over the sixteen years of the issue is four point seven percent. COUNCILMAN IRISH-Did we offer them the same interest rate on that money that we are loaning them as we borrowed it? CONTROLLER HESS-That was an assumption, it was five and a quarter and if we ever re-financed that at a lower rate we will share the lower rate with them. I do not recall all the specifics on it. COUNCILMAN IRISH-The other interest that you talked about was if we paid for half the river crossing and they paid us back they were going to pay a higher interest rate on those funds? CONTROLLER HESS-They are refunded at five and a quarter... COUNCILMAN IRISH-I knew that there were two different interest rates. CONTROLLER HESS-Because that's is what we said we could put it into a checking account at five and a quarter. COUNCILMAN IRISH-I do not know if we want to get locked in at a fixed percentage if we do not know exactly what the percentage rate is that we refinanced at. CONTROLLER HESS-Actually we do know that, we know now what the rate is going... COUNCILMAN IRISH-Four point seven. CONTROLLER HESS-Four point seven and if you factor in, if you want to share the subsidy and we could debate the merits of that or why you want to do that but it would be down around three point seven five or three, in that range. SUPERVISOR CHAMPAGNE-Lets make sure that we all understand you know what that is all about. The way Henry is talking about is four point seven however I do not know whether it is a split or a third whatever that comes back as but the subsidize that we get as the result of the Federal and State subsidy against those EFC loans it reduces it another at least one percent, can I say that? CONTROLLER HESS-It reduces it a third but then you have to add back some expenses. SUPERVISOR CHAMPAGNE-So, it is down there to around three point seven, so that is what we are borrowing the money for. COUNCILMAN TUCKER-We leave this up at four and a quarter we should be all right? You agree with that? SUPERVISOR CHAMPAGNE-I agree with that. COUNCILMAN TUCKER-Well, you know something so do I. ATTORNEY HAFNER-If that is agreeable to the Board. SUPERVISOR CHAMPAGNE-To me that is more than agreeable. ATTORNEY HAFNER-We can go and work, Martin and I with language to make this be better from a legal point of view. This language is loose again., Town of Queensbury, it implies that we might not get our full payment in the first and twentieth year which would mean that we would not get fully paid which is something that we cannot do because again we cannot make gifts to another town. So, and I talked to Martin Aufferdou since last week and he said that wasn't the intention that he would be glad to tighten up the language. Now, Henry raised an issue of whether we should require semi-annual payments because our bond payments are semi annual and I really to me that is a business decision. COUNCILMAN IRISH-I think that we probably ought to. That is my opinion, if we have got to put the money out somebody has got to, they should be willing to .. CONTROLLER HESS-If they are paying you less frequently you are also getting less of an interest rate. SUPERVISOR CHAMPAGNE-Yes, you are right. WATER SUPT. VANDUSEN-They are going to pay by March 1st. when would our two payments be due? CONTROLLER HESS-You have one in April and one in October. WATER SUPT. VANDUSEN-So, they are going to give us the full years payment on March 1st SUPERVISOR CHAMPAGNE-Up front. WATER SUPT. VANDUSEN-And we are going to have interest on it for six months. CONTROLLER HESS-Does it say upfront? WATER SUPT. VANDUSEN-They are going to make annual payments on or before March 1st of each year. CONTROLLER HESS-Except that the first payment will be pro-rated. I do not think that we should read, my concern here is, I am not sure that we should re-invent an established amortization for...I think that the language needs to be cleaned up as to how this loan is amortized to be traditional with the way we would borrow it from a bank or borrow it through bonds. That would require some annual payments and it would require cleaning up language for the first and last payment because this clearly does not comply. I am just saying lets not re-invent that language just take the language. .industry and do it. ATTORNEY HAFNER-That is easy to do. I just want to make sure that we agree, to clarify that the interest accrues until payment again to deal with any you know if they make a late payment the interest is going and the payment goes to interest first and then principal. This is common terms that you put in a note. But semi annual is a yes? Is that what the board says? (Board agreed) ATTORNEY HAFNER-Next section on page 14 deals with river crossing, now effectively they wish to borrow half of the cost of the river crossing and as I mentioned to the Board and I have talked to Martin, after I, we discussed it last week using borrowing is, would require them to go through the local finance law and all the things that we do every time we go to borrow. And that seemed to me to create a big, create a lot more hassles for them and for us. Under the applicable law here we can enter in, we can work with them in paying that half of the river crossing and then paying us back without it being a borrowing. They still would have the same requirements as to payments but it would avoid having to go through the local finance law and require an opinion of counsel from them that they properly complied with everything. What I also mentioned to them was Henry's comments, that the person that we worked with to refinance our water bonds said that he thought he could get a better deal for them and that would get us out of the middle. Let them pay less of an interest rate maybe get some type of subsidize from EFC and have us not in the finance business. I talked with Martin and I am going to recommend that you might talk with Rick. CONTROLLER HESS-He will be up here in a couple of weeks. ATTORNEY HAFNER-Have him talk with Martin direct so, that we can get out of the loop and if they can finance it that would be the best result for everybody, less interest for them and you know less that we have to worry about being paid back. UNKNOWN-If he beat the four and quarter on this then he could also beat the four and a quarter on ... COUNCILMAN IRISH-We have not agreed to four and a quarter on this though. CONTROLLER HESS-Four and a quarter is a proposal from Moreau and we have not agreed to that. ATTORNEY HAFNER-We had agreed with, I thought five and a quarter with language that they, there is a right for them to seek more efficient financing and we want it at current rate which is the five and a quarter and we wanted a five year balloon. Give them five years to go and find their own financing for that, which is a change from past things but again we are not in the banking business. COUNCILMAN MERRILL-But to be stated just that way it gets the project underway but allows them to .. COUNCILMAN IRISH-What are we going to do with the.. ATTORNEY HAFNER-Well, I thought that we had we were going to revise the language so it was cleaner so that it would not be a borrowing but a sharing of expenses with them paying us five and a quarter, balloon after five years with language in there that they have the right to seek more efficient financing and that may disappear before the contract is signed because they may do that. CONTROLLER HESS-That leaves one loop hole, one problem for them that they might object to and I could understand it and that is what happens if they cannot get more efficient financing or at the end of five years they just cannot finance this elsewhere and cannot pay us off. Could we leave it in there that we would continue to carry it but lets index it some way so that the rate moves with the market. ATTORNEY HAFNER-That is fine you have to give me what you want it indexed to and define that. CONTROLLER HESS-We will do it with a Wall Street Journal Index and we will find the appropriate one. SUPERVISOR CHAMPAGNE-Let me throw a ringer in there, if we take the half million five hundred and thirty thousand dollars ..to pay for the water plant, buying a piece of the rock rather than applying that five hundred thirty thousand dollars for the plant, because we know that financing is at four and a quarter or three seven five or whatever it is and it is going to be that way for twenty years that is a guarantee fixed bond issue. Instead of taking the half a million dollars and applying it to that lets say we take the half a million dollars and that is going to be cash up front for the river crossing. Now, the river crossing is paid for they are not going to finance that, but we are going to take that money that is coming in for the buying of the plant and we are going to finance that plant for twenty years with the four million dollars. COUNCILMAN IRISH-We are loosing that investment income if you do it that way. CONTROLLER HESS-What that does that does not lower our over all costs, the interest and the principal costs are the same and if you are not lowering costs but you are lowering theirs that means you are just transferring it to Queensbury. Over all cost to remain the same, you lower theirs it transfers into Queensbury and that is my objection to that. SUPERVISOR CHAMP AGNE- The only thing, I am not sure I am following you there, but one thing you are doing you are not collecting that interest at five and a quarter on that river crossing, is really what you are not getting. CONTROLLER HESS-But the value of that money has not gone down the value of that money is not the same. So, if we are not collecting it they are saving it so the burden becomes that of Queensbury and that's the point I am making. You can do that, but it just means you are subsidizing that project to a .. tune that is all. I think we should be trying to put this thing together to increase the income to Queensbury not minimize it. We are negotiating with one another, how do we save them money, why don't we negotiate with one another how do we benefit Queensbury. SUPERVISOR CHAMPAGNE-I guess I see it as an opportunity here to again, to deliver water to Moreau at no real heavy cost to the user. ... we are not loosing, well. CONTROLLER HESS-It cost them less, it cost us more. ATTORNEY HAFNER-Really what you are saying is that instead of them having to pay half up front which was, as I just said a few minutes ago is a business decision that you five will have to make. You want to let them pay zero up front. SUPERVISOR CHAMPAGNE-To buy into the plant. ATTORNEY HAFNER-To buy into the plant and that is a business decision whether you know, ..anyone buying a house has to put some money down, I mean, for something like this I mean, we are requiring the Village of Hudson Falls to pay all of it up front. COUNCILMAN MERRILL-By buying into the plant, am I right, you immediately reduce the ad valomm tax right? UNKNOWN-One way or the other yes. COUNCIMLAN MERRILL-So, the taxpayers would see an immediate reduction, if we did not do that we would not have that immediate ... SUPERVISOR CHAMPAGNE-Ok. I just threw it on the table as another option, that is all. ATTORNEY HAFNER-So, on the river crossing thing what I said, still says. (Yes) COUNCILMAN TUCKER-And you are going to try and get them in the interim to get the money themselves, right? ATTORNEY HAFNER-We are going to ask but the thing is if they don't, are we willing to float that for them? COUNCILMAN IRISH-Didn't we discuss the other day about Queensbury maybe finding that financing if either Moreau or Queensbury could find that funding mechanism. CONTROLLER HESS-I think what Rick was talking about is they mayor may not be equipped to put that together if we could actually take the lead in this system and help them through that process, or they could, we could share that responsibility for getting that done, is really what we are saying. COUNCILMAN IRISH-They would pay the administrative cost. COUNCILMAN TUCKER-Is this a route that we have gone before? CONTROLLER HESS-Helping a neighbor get their.. COUNCILMAN TUCKER-I mean to get financing like this? CONTROLLER HESS-That is what we are doing now. COUNCILMAN TUCKER-We have the experience. CONTROLLER HESS-We know how to do it and COUNCILMAN IRISH-Put something like that in there we would be willing to do that if they want to pay the administrative cost to get it done, it benefits them. CONTROLLER HESS-Yes. SUPERVISOR CHAMP AGNE- They should be entitled to that really. CONTROLLER HESS-In fact if they really looked at this there are other ways to get this done, I mean they are talking about building water districts down there and do a lot of that there is, I am not sure they have fully explored the options they have under AFC. ATTORNEY HAFNER-The next issue is the very next section on page 14 part B, Water system operation and maintenance. And it is the formula, our formula has always been a transmission charge plus, page fourteen Pliney, We are still there this is one of the more complicated pages, this is the one that deals with the money once we get past the money ones it goes fast, but you know the money is the heart of the contract here. This is what they pay us for the water. As you recall we have been very kind in offering to charge them the same per gallon charge that we charge our own residents for the production of water. On top of that because this contract provides for no cost for getting the water through our lines to the border we had estimated or added in a five cents per thousand gallons transmission charge. They have asked, they have crossed out the transmission charge. It is not a huge amount of money it seems it is an odd contract that we would not charge for the cost because we have cost of the pipe and they are one of the people that are using the pipe. From a very practical point of view we have a proposed contract with the Village of Hudson Falls that sounds to me like that we have a better chance of signing then this contract and that has a ten cents per thousand gallons transmission charge. If we take it out of this contract we are running the risk of alienating the municipality that has been very good in negotiating many years and just hasn't gotten around to finalizing it. COUNCILMAN TUCKER-Because the distance of Moreau, the water that has got to travel thorough our transmission lines and the distance it has to go to get to Hudson Falls the difference between five and ten is justified I gather. WATER SUPT. VANDUSEN-That was the thought process that went into it at the time. COUNCILMAN IRISH-I think that when they brought that proposal back Henry said that the five cents should go back in there. I thought we agreed to that. CONTROLLER HESS-Five cents was an arbitrary number and I think when Hudson Falls contract came up double that amount, the double was not arbitrary but the original amount was, we did some calculations and Ralph and I have never come to an agreement but I just took the chart of accounts and how we came up with the price of water was that we took the chart of accounts and said which factors are in production and which are not. There is formula in the contract if you use the same process to say what are your real transmission costs, you know, and I isolate those accounts and divide it by the gallons we sell you now, I estimate a reasonable fees that the minimum reasonable fees is thirteen cents that our real cost of transmitting water is about thirteen cents. But, that is throughout the town, that is an average of, as far away or close whether it should be five or not, I think the real issue here should it be zero. I have no reason to say that the cost is nothing to transmit our water. COUNCILMAN TUCKER-What, Bob has said if we take it out of here we are going to have to take it out of Hudson Falls, and they are agreeable, aren't they? WATER SUPT. V ANDUSEN-I do not remember them questioning that until this came up. ATTORNEY HAFNER-Until they heard that we were charging less or thinking about, that there were proposals by Moreau that we would not pay., SUPERVISOR CHAMPAGNE-What does this amount to, for a million gallons, am I looking at around five thousand dollars a year, is that where we are? COUNCILMAN MERRILL-It is a real cost. CONTROLLER HESS-It is another one of those factors that somebody is going to pay it, it depends on whether the user pays it or Queensbury. COUNCILMAN MERRILL-It is real, it is not major. CONTROLLER HESS-Not charging doesn't reduce your expenses... COUNCILMAN IRISH-Do I pay this on my water bill? WATER SUPT. VANDUSEN-Your water bill will include that plus. COUNCILMAN IRISH-It looks like it is unfair to ask them to pay it then. ATTORNEY HAFNER-So, leave it at five cents? (BOARD AGREED) ATTORNEY HAFNER-The other thing is we are going to clarify that the average total water production does not include water that is used in the production of water, because we have some part of the water that, goes to clean out the things at the water plant into those type of things that nobody pays for. WATER SUPT. VANDUSEN-In reality any of the calculations that we have done have taken that into consideration already. ATTORNEY HAFNER -We need to clari. . . that is what I said we have to clarify it. WATER SUPT. VANDUSEN-It is not going change any numbers that we have quoted but it has never been specified that we are going ... COUNCILMAN TUCKER-Don't we have meters now between the pump station and the water plant, telling you how much water is coming into the plant? WATER SUPT. VANDUSEN-Sure. COUNCILMAN TUCKER-I know we didn't before, before the expansion, did we? WATER SUPT. VANDUSEN-We had a meter it was not particularly accurate. COUNCILMAN TUCKER-Because we were loosing water somewhere and we figured out that the meter wasn't right or something. WATER SUPT. VANDUSEN-That is correct. We have meters at several different points right now. COUNCILMAN TUCKER-You know what is coming in and what goes out so., ATTORNEY HAFNER-I known we have already sort of touched on it but just to remind you on the top of page fifteen they have not changed, they have only made one small change in paragraph two but, the way that the operation and maintenance budget is to be calculated they are not going to pay for any transmission charges except maybe that five cents per thousand gallons. That is the way that this is done. If over time the budget changes so that different items have more or less expense they have limited the amount that of certain line items that can be included in the operation and maintenance budget. We have, if you see in the middle of the paragraph we have left it before at sixty percent they have lowered it to fifty percent of the aggregate of the eighty three ten line items and there was a lot of discussion about that, back and forth. Right now it is what, high thirty's? WATER SUPT. V ANDUSEN-I wantto say forty two off the top of my head but! am not sure, it is around forty percent. ATTORNEY HAFNER-I seem to remember it was around forty. How much leeway do we want, again, this is a forty year contract things can change a lot. . . COUNCILMAN MERRILL-We discussed that the night we had the meeting with Moreau and I remember this discussion. SUPERVISOR CHAMPAGNE-Yea, I would hope those line items never exceed fifty percent of the budget, that is administrative mostly in there isn't it? WATER SUPT . VANDUSEN-That is entirely administrative. COUNCILMAN IRISH-That is more in our control... SUPERVISOR CHAMPAGNE-If we let it go beyond fifty percent then we are not doing our job..it might be a good level for us to set for future boards if we can to that, I guess we can do that. COUNCILMAN MERRILL-I would leave it. ATTORNEY HAFNER-We can be held by the contract, if we are wrong we pay. COUNCILMAN TUCKER-They are going to be paying two twenty thirds of the total administrative cost? WATER SUPT. VANDUSEN-No, actually they are going to be paying more than that. Administrative costs are considered part of the O&M costs and that is based on actual gallons used so they will be using probably, if we were to produce one hundred gallons of water they would be using somewhere around twenty percent of that, twenty five percent so they will be paying twenty to twenty five percent of .. COUNCILMAN MERRILL-Say that again. WATER SUPT. VANDUSEN-They will be using I am kind of averaging as to how much water they are going to use vs how much water we use. SUPERVISOR CHAMPAGNE-So, what are you estimating that usage at... WATER SUPT. V ANDUSEN-I am saying that they are going to average somewhere around a half a million a day a peak of a day an average of about half a million, our average is about three and a half million. It is going to depend on how much water each community uses as to what share they are. . . COUNCILMAN IRISH-If more water is used those administrative go up? WATER SUPT. VANDUSEN-No. CONTROLLER HESS-Theoretically the ratio should come down. WATER SUPT. VANDUSEN-The administrative cost per gallon of water would go down the more water we produce. SUPERVISOR CHAMPAGNE-In otherwords if we are forty two percent now or what ever that number is and we start pumping out rather than three and a half or four or five million we start pumping out seven or eight million we are not going to add to that administrative cost all that much. WATER SUPT. V ANDUSEN-I would expect to add nothing. COUNCILMAN MERRILL-So the ratio should improve. WATER SUPT. VANDUSEN-But that forty two percent isn't a percent of the total cost, what that forty two percent is, is percent of the administrative cost, if the administration cost are ten thousand dollars we are saying that this fifty percent, we are never going to charge you more than five, in that line item it will never be more than five thousand dollars. In otherwords fifty percent of that line item it is not that it is fifty percent of the cost of producing water it is fifty percent of the line item. SUPERVISOR CHAMPAGNE-That is how I read it. COUNCILMAN MERRILL-I think that is very reasonable from the Moreau. (tape turned) WATER SUPT. VANDUSEN-Only fifty, only up to fifty percent of the replacement can go into the equation. CONTROLLER HESS-I understand but if they were to use more than fifty WATER SUPT. V ANDUSEN-Ifthey were using three quarters of the water they would pay three quarters of the O&M cost. COUNCILMAN TUCKER-Three quarters of the water being produced. CONTROLLER HESS-But three eight's of the ..cost WATER SUPT. VANDUSEN-No. ATTORNEY HAFNER-The way this is drafted is if eighty three. .administration cost? WATER SUPT. VANDUSEN-Yes. ATTORNEY HAFNER-What it says is the most percent of the administration cost that can go, that can be allocated to operation and maintenance is fifty percent. If all of a sudden our administration would require ninety percent of your time to be dealt with the production of water we could only put fifty percent our your time in the charges that they pay a share of. SUPERVISOR CHAMPAGNE-Who else is in besides you? WATER SUPT. VANDUSEN-Office staff. SUPERVISOR CHAMPAGNE-So, we are still not talking about much. WATER SUPT. VANDUSEN-In the budget right now there was Water Superintendent, there was Deputy Superintendent, there is Secretarial ... SUPERVISOR CHAMPAGNE-We have already removed one, there goes that forty two back to twenty five, by getting ride of.. COUNCILMAN TUCKER-Fifty percent of the total administrative cost to produce the water, maximum of fifty percent. ATTORNEY HAFNER-Yes. COUNCILMAN IRISH-Regardless of what the administrative costs are. If it is twenty thousand or fifty thousand they are paying fifty percent. WATER SUPT. VANDUSEN-Not more than that. That is correct. ATTORNEY HAFNER-Only fifty percent goes into what they are pay a portion. COUNCILMAN TUCKER-Now, I am going to ask a dumb question Hudson Falls contract has no bearing on this part of Moreau's? WATER SUPT. VANDUSEN-Hudson Falls did not raise the issue, I am sure they will now, about putting a cap, there is no cap. Same formula applies this just has a fifty percent cap on the administrative portion, Hudson Falls has no cap. The concern of Moreau is, was and probably forever will be that we are going to transfer some cost that are not currently chargeable to O&M into an account that it doesn't really belong but it is going to be an account that they pay a share of and that their concern. COUNCILMAN TUCKER-They are afraid we are going to screw them and we probably should. WATER SUPT. VANDUSEN-Well, I did not word it quite that way. ATTORNEY HAFNER-They are afraid of that. COUNCILMAN MERRILL-I think Moreau will insist upon this and it is very reasonable. SUPERVISOR CHAMPAGNE-I think so. COUNCILMAN TUCKER-The only question I am asking Dick is that if we do it in here and Hudson Falls. COUNCILMAN MERRILL-I do not think we would have any trouble doing it for Hudson Falls either. COUNCILMAN TUCKER-It would be all right. SUPERVISOR CHAMPAGNE-Absolutely. ATTORNEY HAFNER-I think it is reasonable for them to do this, the percentage I would have had a bigger. SUPERVISOR CHAMPAGNE-I would hope that the Queensbury Town Board hold that administrative cost at fifty percent or less. COUNCILMAN MERRILL-It should be well below that. SUPERVISOR CHAMPAGNE-Absolutely. It would COUNCILMAN TUCKER-It would be what? SUPERVISOR CHAMPAGNE-It would be much less than fifty percent. What you are saying here is that you have to add on three more Ralph's in order to get that... ATTORNEY HAFNER-...the language is in the Moreau Contract also. On page twenty two, transfer, they are going to sell up to two hundred and fifty thousand gallons per day to the Town of Fort Edward, they agree that they will not sell water to other persons, other, for less than they would pay buying it from us and we put in here that they do not have to right to sell to the Town of Moreau or the City of Glens Falls. COUNCILMAN TURNER-On page twenty three you did not spell it out, it just said any other county, town, village or city. ATTORNEY HAFNER-Ok, that is how we worded it then. SUPERVISOR CHAMPAGNE-So, at the end of twenty years they can sell their capacity to whomever, right? ATTORNEY HAFNER-The initial, they may sell their interest thousand gallons of capacity to another County, Town, Village or City provided that they have paid us, that they first offer it back to us and that they. . . well, ... we have the right to buy it back. COUNCILMAN IRISH-Why would we buy back capacity? ATTORNEY HAFNER-If we needed it for our own people. SUPERVISOR CHAMPAGNE-If they wanted build their own plant... COUNCILMAN TUCKER-If they are to sell it to anybody this contract is part of their deal, right? ATTORNEY HAFNER-Yes. It is on the same terms as this contract. COUNCILMAN TUCKER-Why would that be a problem if they.. WATER SUPT. VANDUSEN-In fact we have first refusal if they decide to sell it. COUNCILMAN TUCKER-But, I mean even if they do sell it, if we agree with this contract with Hudson Falls they have got to sell the contract to sell their share, so. ...I do not think you will have to worry about it anyway. COUNCILMAN HAFNER-And that is that. COUNCILMAN MERRILL-And when do you get this signed? ATTORNEY HAFNER-Again, I talked with Martin just a couple, I forget it was yesterday or the day before, to see and he had not heard back from the village yet. He was very eager to find out about Moreau. CONTROLLER HESS-I would ask you though, on this..agreement look at little bit further, would it be appropriate to consider language that says not withstanding anything else that this says, this is strictly, sell water. I am not saying that should be in there, but I am just asking you to look at that and make sure. ATTORNEY HAFNER-The are buying capacity. They are buying something more than just buying water. The are buying the right to receive up to a million gallons per day from our plant. CONTROLLER HESS-I just want to make sure they are not buying a right to the bricks and mortar. COUNCILMAN TUCKER-The contract was supposed to be back today on Hudson Park. ... want to talk to the Board about these thing before any action is taken due to the Recreation Commission, ok. We do not want any action taken. SUPERVISOR CHAMPAGNE-As a committee you want to say to Harry Hansen no action taken until such time you got some reports back to the board, we are saying to the commission don't move forward with anything until the board makes a determination. COUNCILMAN TUCKER - We had a couple of kinks here and you should know about them. ... You know something they are going to be putting down top soil and this is the worst time of the year to put seeding down when you do not have a way of watering, it really is. SUPERVISOR CHAMPAGNE-So, we want to... COUNCILMAN IRISH-This is a public meeting today, COUNCILMAN TUCKER-We can talk about it right now. COUNCILMAN IRISH-We can do it today if you want. COUNCILMAN TUCKER-You know Harry has had trouble with Doug Auer and he wants Doug Auer off the Commission, we have had problems down there because of Doug Auer other people have found out about the problems maybe we wouldn't of, I do not know. So, it appears that the commission had a no care attitude about what went on down there correct, do you feel this way? COUNCILMAN IRISH-Yes. I do not know that I would say they didn't care, I do not think that they I do not really think that they should be in the business of building a park. The Commission should not have that oversight, they are good are running programs and setting programs up but I think when it comes to getting into, they do not have the expertise to SUPERVISOR CHAMPAGNE-Then we have got to abandon the Commission. We have got to throw the commission out and go back to an advisory committee. COUNCILMAN IRISH-right. SUPERVISOR CHAMPAGNE-As long as that commission is in there it is my understanding and I have looked hard and long at this sucker going back to Nick Caimano when Nick was interested in removing the Commission per sa and their rights and privileges as a State Statute commission is different. . . COUNCILMAN IRISH-They weren't formed by State Statute, they weren't formed by a resolution of the Board. SUPERVISOR CHAMPAGNE-It is a State Statute that does, that allows certain things for a commission to operate within the confines of a commissions authority. COUNCILMAN IRISH-I do not think there is any argument with that, I think that they should be an advisory committee it is not fair to them to hold them responsible for what went on ... SUPERVISOR CHAMP AGNE-I guess what you are saying is we ought to ask Bob, or Mark or whomever to take a look at how we want to move forward ... COUNCILMAN IRISH-Didn't you do that once and it was ..resolution of the Board...it is a local law. ATTORNEY HAFNER-I think it is just by resolution, I did research and did a memo. COUNCILMAN IRISH-You did a memo it was constituted by a resolution of the Board and that is all it would take to undo it. ATTORNEY HAFNER-You undo it the same way you put it in. The State Statute says when you create a Recreation commission and you delegate your authority you delegate all of your authority with respect to its matters to them, which is pretty broad, but that is what the State Statue says so that is what you are getting at Fred. But, it can be undone the same way it is done, ... COUNCILMAN IRISH-There was no referendum or anything, it was just a resolution of the Board. ATTORNEY HAFNER-It was a resolution. I would like to look at the memo again, that was a few months ago. COUNCILMAN TUCKER-I got a copy of the law and I have read the law... ATTORNEY HAFNER-I am pretty sure that was exactly what our research said and that there was some opinions of the State Comptroller that verified that. COUNCILMAN IRISH-There are some members on there that.. .as a matter off act, who is the Attorney on there COUNCILMAN TUCKER-Carusone COUNCILMAN IRISH-Carusone has missed, in their by-laws they have if you miss six meetings in any twelve month period you are no longer on the Commission and Carusone has missed over six now in a twelve month period. To me I realize that probably he is a busy guy but if you want to volunteer for something like that they only meet once a month how can you miss six meetings, you know. There are some people that probably shouldn't be on there I for one think Doug Auer belongs on there, if it wasn't for Doug Auer we wouldn't know about the problem down at the Hudson River Park. If Harry Hansen has a problem working with him then maybe he ought to do his job a little more vigilantly than he has been. COUNCILMAN MERRILL-I guess I have trouble with Hansen wanting a Commission Member dropped, it is not his role, is it? COUNCILMAN IRISH-Fred doesn't want to work with me either but.. .on the board. SUPERVISOR CHAMPAGNE-Not any more anyway....and he did not want me on the board, so I think it is stronger toward getting me off then you. COUNCILMAN MERRILL-Harry works for the Commission, right? SUPERVISOR CHAMPAGNE-Not according to Harry... .lets just get a consensus and we will move forward, you are saying out, get rid of the Commission, get rid of the Commission, get rid of the Commission COUNCILMAN TURNER-No, SUPERVISOR CHAMPAGNE-there is three, so. COUNCILMAN TURNER-No, and I will tell you why, because I do not think it is the Commission, the Commission should take the blame for what went on down in Hudson Park. COUNCILMAN IRISH-you do? COUNCILMAN TURNER-No, I don't. COUNCILMAN MERRILL-No, we are not placing the blame on them. SUPERVISOR CHAMPAGNE-It is interesting that Doug Auer stands over here all by himself you got seven other Commission members they are over in this pack, he does not have an awful lot of respect by the other seven, and I think one against seven or seven against one. COUNCLMAN TUCKER-That is a case of personality COUNCILMAN IRISH-But by the same token how did all of this come about that they found out what problems were at the park? One of the Commission members took it upon himself to go down there and checked the work that was being done. He explained time after time after time after time to the commission what was going on and they all did nothing. They did not do anything as a matter of fact one of, I do not want to go there, but, the guy was threaten by an employee of the Town. The Commission the personnel department did nothing about that, I mean, they, I will go back they do a good job of running programs they shouldn't be in the business of building parks. COUNCILMAN TURNER-No, I did not think they were. They weren't in the business of building park because we had Jim Miller landscape architect design the park that is not their fault. COUNCILMAN TUCKER-But, the thing is Jim Miller COUNCILMAN TURNER-And it is not Jim Miller's fault either, we should have had a clerk of the works if you want to go that far with it. COUNCILMAN MERRILL-I guess my feeling comes... COUNCILMAN TURNER-It comes right back to us who said, ok, go ahead with it but, there is nobody to look after you know. COUNCILMAN MERRILL-I guess that is where I come back... park or Doug Auer or anybody else there, I think we have a responsibility and you delegated it , and I think it comes back to the Town. COUNCILMAN IRISH-Now, it was tax money but some of it was I guess it was user fees, I guess, right. SUPERVISOR CHAMPAGNE-Well, guys, when it boils right down you can shot down the park, you can shot down the water department, how many, ... we spent how many thousands of dollars to pay O'Brien and Gere supervision while Mr. Wunderlich screwed Up,up there, every project that goes on in this town like every project you do, I do, anybody does isn't a perfect ending. COUNCILMAN TUCKER-Nothing is perfect. SUPERVISOR CHAMPAGNE-Nothing is perfect, .. COUNCILMAN IRISH-I think what we are saying is it is our responsibility it is not the commissions responsibility to take the brunt of whatever criticism is laid out on that park and by the same token we have got Harry Hansen who doesn't believe he works for the Town Board and tells the Commission where to get off and SUPERVISOR CHAMPAGNE-So we have a personnel problem within the organization, and Harry Hansen is not going to function any differently ... COUNCILMAN IRISH-Oh, he will when he is answering to the Town Board vs a Board of Volunteers. That is what it comes down to. SUPERVISOR CHAMPAGNE-Yea, maybe. ..Civil Service protection and all the rest you know that goes with it, you may be right, you are going to gain something. COUNCILMAN MERRILL-The last thing I want to do is damage the repetition of the Recreation Department because they have tremendous programming. COUNCILMAN TURNER-I do not want do that. SUPERVISOR CHAMPAGNE-You are going to take on the Town I will tell you right now, I have been there you are going to take on every parent that has enjoyed the benefits of that Recreation ... COUNCILMAN TUCKER-That is not the idea. COUNCILMAN IRISH-.. . making them an advisory committee though we are not telling them you know. COUNCILMAN TURNER-Look we made a commitment to build a park, all right, we sent out a contract that did not get done right, we are going to have to do it right, lets get it done lets quit the bologna and bickering back and forth this is going to go away nice and easy it will be done complete it will be all over with and forget it. Let the Dead Dog Lie. . . . SUEPRVISOR CHAMPAGNE-Back in the business of running programs. COUNCILMAN TURNER-And they will be right back in the business of running programs. COUNCILMAN IRISH-I agree but I do not think that they should be in the business of running programs as a commission they can do that as a committee. COUNCILMAN TURNER-Not for me. SUPERVISOR CHAMPAGNE-What difference does it make? COUNCILMAN IRISH-Because the Town Board is advocating their responsibilities to the taxpayer to a group of volunteers. SUPERVISOR CHAMPAGNE-Are we doing the same thing with the Cemetery Commission? COUNCILMAN IRISH-Maybe we are but I think they are run a little differently than ... COUNCILMAN TUCKER-That was passed by the State legislature and we cannot touch that. ATTORNEY HAFNER-That was the legislature. COUNCILMAN TURNER-That was a legislative act. ATTORNEY HAFNER-Can I recommend that I get a chance to review the research that I did and send the Board another copy of it. SUPERVISOR CHAMP AGNE- The only thing here is I do not know how soon, we want to hold off on any work being done out there until the fall, at which time. COUNCILMAN IRISH-What are you talking about for. COUNCILMAN TUCKER-I told Harry that ... COUNCILMAN IRISH-Can we get pumps or something to water it if we have too? COUNCILMAN TUCKER-I told Harry that when everything comes together that I would like to know what is going on down there just to have an idea. SUPERVISOR CHAMPAGNE-As a committee I am going to leave it up to you two guys if that makes sense and you just keep us advised as to what you are doing and how you are doing it, unless you want something from the board. I am not sure I know what you are asking for. COUNCILMAN IRISH-Do we want a resolution to dissolve the commission and re-constitute it as a committee at this point or what do we want to do? COUNCILMAN MERRILL-Now, what do the members of the Commission feel about this? COUNCILMAN IRISH-I have not really talked to, Mark knows, but has not voiced an opinion about it, Doug Auer is in favor of re-constituting as a committee. COUNCILMAN MERRILL-What about Sharron? COUNCILMAN IRISH-Sharron, I do not think has a problem with it, I am only basing that on past comments she has made, I think the last time it was talked about ... SUPERVISOR CHAMPAGNE-Why don't we meet with the Commission. Why don't we as a Town Board meet with the Commission. COUNCILMAN TURNER-I think lets talk to them, first. SUPERVISOR CHAMPAGNE-Eye ball to eye ball, explain to them what our problems are and how we see we are going to correct it and... abandon the commission and go back to committee fine in spite of what their thinking is send the balloon up and see what comes down, that is how I think. Can we do that? COUNCILMAN TURNER-Don't rush into it. COUNCILMAN MERRILL-We do not want to be smudge the Recreation Program. COUNCILMAN IRISH-I do not think that is what we are trying to do either. SUPERVISOR CHAMPAGNE-That is how it is going to be perceived. COUNCILMAN IRISH-I would like to get that responsibility back to the Town Board and you know instead of pushing it off on a group of volunteers. SUPERVISOR CHAMPAGNE-I think that they would be happy with that, I think that they would be very glad to get the hell out of the construction business. COUNCILMAN IRISH-I think it would be a less of a burden on their shoulders, they can say, we presented it to the Town Board they ok'd it, it is the Town Boards problem, now, rather, I know they did not enjoy sitting here with, what the hell was the guys name that sat here begging for money that night, from Nutec, that is not what they are there for. They are there to put together programs for the town and they do a good job of that. COUNCILMAN MERRILL-It would be nice if it came from within. SUPERVISOR CHAMPAGNE-Yea, that would be, if they recommend that we want to limit our authority and we are interested in being advisory gee, I would vote for that. But because of the quality of the programs in spite of the level of the fields out there it is pretty hard for me to say because a field did not get leveled we are not going throw out the baby with the wash. I have a hard time with that. There is a hell of a lot more behind what we would like and what we are getting it is coming right out of that office down there you know that and I know that. Rather than shooting darts at the commission the darts need to go where the hell they belong. COUNCILMAN IRISH-You cannot do anything about that until you get rid of the Commission, you can't he works for the Commission. ATTORNEY HAFNER-If you want to go into a personnel thing we can go into Executive Session. SUPERVISOR CHAMPAGNE-I don' think, I think we know what we have got to do. ATTORNEY HAFNER - I just stating this, it is public. COUNCILMAN MERRILL-Where do you stand on the bids? SUPERVISOR CHAMPAGNE-The bids are in. COUNCILMAN TUCKER-The bids came in today I do not know what they are. SUPERVISOR CHAMP AGNE-I don't know either. COUNCILMAN TUCKER-I told Harry, I would like to know about the bids and what is involved there are some other things that are going to have to be done down there that was not in the contact. You have got a road running right along the fields and I guess young people have been running allover the place down their with their cars and everything. COUNCILMAN IRISH-I would like to see, line that ditch with stone and then cover it over... COUNCILMAN TUCKER-Ok. You are going to get the information for us. ATTORNEY HAFNER-I am going to get copies of that memo I did to everybody again. I will make sure that you get that. COUNCILMAN TUCKER-How about this thing with Lopez? SUPERVISOR CHAMPAGNE-From Theresa Higgins, the commission is favoring hiring Joe, Josh Lopez, Josh Lopez is the son of Mike Lopez who is a working foreman at the Cemetery, we discussed this at Monday nights meeting, Pliney was not here, the question remains as of that Monday night it was my opinion that the Board felt that hiring blood relatives to work within a department that a father or brother or sister or aunt whatever was not the appropriate thing to do and that is what I carried back to advise Rod that he not hire him based on the general opinion of the board, recognizing that Ted had said he favor it. But, I thought I had one, two, three votes that night to not ... COUNCILMAN IRISH-I agreed with you and since then Pliney has made me aware that Rodney actually had his kid working there and there was no problem with it and I think if we are going to do something we should treat everybody the same, if it was good enough for Rodney to hire his own son then I think ... SUPERVISOR CHAMPAGNE-When I came into office we put a kibosh to that, Rodney did not hire his son... COUNCILMAN TUCKER-they will work four days a week from July 6th to August 28th. COUNCILMAN MERRILL-A couple of things when we reviewed it, on his resume he did not indicate that he had a license. COUNCILMAN TUCKER-He has got one. COUNCILMAN MERRILL-So, that is changed, now, COUNCILMAN TUCKER-He can use the equipment at 16. COUNCILMAN TURNER-He can run the power equipment. COUNCILMAN MERRILL-He can use power equipment at 16. Now, you do have a question of do you want a 16 year old driving town equipment? COUNCILMAN TURNER-Dick, before this, the other people that were there, that were of that age drove town equipment, did the work. SUPERVISOR CHAMPAGNE-I guess the only problem I have is what we did yesterday is, this administration should that be continued for ever and ever and ever? I have always had a problem hiring blood relatives and working within the same department or within the same school within the same whatever. My mind can be changed. COUNCILMAN TURNER-Like I said to you now, it has come to my attention since I talked to you yesterday that the Highway Supt. has hired relation just in the last few months, he has hired a guy over there and there is a guy working for the highway department that has been working there for years he is related to the guy, so. COUNCILMAN MERRILL-Again, this is a commission how much control do we have over a commission? SUPERVISOR CHAMPAGNE-That is a good question. That Commission could tell Fred Champagne... COUNCILMAN IRISH-I thought originally, Rodney did not want to hire him, that was the feeling I got. SUPERVISOR CHAMPAGNE-Rodney bumped it up to me, Rodney did not want to say no to his, to his foreman obviously. COUNCILMAN TUCKER-Rodney should have said no if..1 agree with you one hundred percent. SUPERVISOR CHAMPAGNE-...I have to sign the seven forty sixes, seven twenty sixes, I am not going to sign that I am going to the board with it, which I did and I thought I had three votes. . . . ATTORNEY HAFNER-I put a drop in date that is now only a year away, at the time we put it in we thought it was two years.. COUNCILMAN TUCKER-that will give us ..times to go over this thing again. ATTORNEY HAFNER-That was the end of the major comments. CONTROLLER HESS-One thing that I did not pick up as clear is how will we be paid and when we will spend money. We are counting on their half million dollar investment to I am assuming that we are not going to put up our three hundred and sixty one or we are going to start the loan to them for half of the river crossing when we start spending the money. ATTORNEY HAFNER-That does not have to be made until ... CONTROLLER HESS-But as far as the improvement on Big Bay Big Boom Road we should have a deposit against the five hundred before. . . ATTORNEY HAFNER-One thing they said, yes. CONTROLLER HESS-But the contract does not say that... COUNCILMAN IRISH-I think he put that in there. ATTORNEY HAFNER-... earlier COUNCLMAN TUCKER-This contract will be signed with the deal with GE is finalized? ATTORNEY HAFNER-It will be signed now, but, when we agree, it would be, we won't get any money until GE COUNCILMAN TUCKER-Wouldn't it be ironic Gentlemen after this thing is all put together and GE sat down and figured it out that they were going to get it done for less than five million and they said all they are going to pay you is what your.. (tape turned) COUNCILMAN TURNER-..the law suit is in the court I know that... SUPERVISOR CHAMPAGNE-Dick maybe you could help we with this, but I understand that, that settlement is on the table and it is being monitored by the Attorney General or Department of State. . . once they get this signed it seems they ought to be able to go to the bank and say give me my money, I think that is where it is at now. COUNCILMAN MERRILL-This is what is holding it up. (copies being made of Hudson Falls contract) ATTORNEY HAFNER-As a technical thing I think I mentioned this before I want to say it a little clearer I think that from talking with Martin about Hudson Falls and Moreau that I think the Hudson Falls agreement is closer to being ready to sign and that we might want to consider telling Moreau that we are close and that we are going to get Hudson Falls signed and then we will move forward with Moreau and get theirs signed. Tell them what our issues are so that they can be thinking about them, because their Attorney is the same for both and that might get him to focus on getting one done because that benefits both clients instead of sort of having his efforts back and forth. SUPERVISOR CHAMPAGNE-Really, I guess I question that, why would you want to slow down one and pick up on the other why don't we just go full speed ahead on both of them. ATTORNEY HAFNER-Because after we get the one that I think has less of these diffi, less of these issues outstanding the Hudson Falls one, I think then you can say, this is what we did for Hudson Falls we cannot treat you differently and I think that bolsters our negotiating. COUNCILMAN MERRILL-I do not think that there are any major issues in here that are going to COUNCILMAN IRISH-Hudson Falls you are talking about? COUNCILMAN MERRILL-Moreau, What is the next step with this one with Moreau, you will talk with the Attorney? ATTORNEY HAFNER -Yes, I will talk with Martin, I promised him I will give him a phone call, estimated about now. COUNCILMAN MERRILL-What is the time is the time frame on all of this? ATTORNEY HAFNER-Well, I said I would give him a call because I am on vacation until next Wednesday. COUNCILMAN MERRILL-So, nothing happens until ATTORNEY HAFNER-Nothing is going to happen with this except that I am going to report verbally back to Martin, today, until next week. COUNCILMAN MERRILL-When would Moreau receive an updated copy? ATTORNEY HAFNER - I was thinking of just meeting with Martin and going through. Because some of them we have to agree on language and others its just you know, that would be I think a quick way to get it back. I was going to ask him when he will be free next week. COUNCILMAN TUCKER-Have you got any feel that we are not going to get one back from Moreau in a week or two all chewed up again? ATTORNEY HAFNER-No, we have continued to get things back from Moreau all chewed up again, but this is the first time that I have been optimistic that we were sort of on the same page. I mean, we went through all the issues but this is closer to what we agree. I think we are pretty close, the issues are not hugh. SUPERVISOR CHAMPAGNE-...that five and a quarter against the river crossing that is going to be the main objection. COUNCILMAN IRISH-..aIways go bond it. Why should we give them money for less than what we can get ... investment account. COUNCILMAN TURNER-That and the transmission cost. They are going to argue about transmission costs too. SUPERVISOR CHAMPAGNE-Yea, they probably will, that five cent thing. ATTORNEY HAFNER-I think the bigger issue I think they will fight about those because that is the way the thing is going. I think our telling them that if they go above a million five toward two million that, then that is a big issue. SUPERVISOR CHAMP AGNE- That is going to be another kicker. ATTORNEY HAFNER-That is a big issue, that is what I see as SUPERVISOR CHAMPAGNE-You have always said pretty much along the way that you know in order for Queensbury to sell water we ought to provide water at least to ... COUNCILMAN TUCKER-But this is obligating us a long way down the road isn't it Fred? SUPERVISOR CHAMPAGNE-Well. COUNCILMAN IRISH-You know, if they are going to pay the cost that, whatever the current market bears that is a different story, they want to pay nineteen ninety eight cost to whenever that could be ... before they come back for more water. COUNCILMAN TUCKER-Why should we obligate the people of Queensbury, how can we do that? ATTORNEY HAFNER-Legally we can because there are State Statutes which lets us, I mean, practically you can it is something legally ... COUNCILMAN IRISH-It doesn't make good business sense though. ATTORNEY HAFNER-That is a different point, I mean. I took his question as a legal question. SUPERVISOR CHAMPAGNE-..lets start marching though this. ATTORNEY HAFNER-The Village of Hudson Falls will be a lot quicker. COUNCILMAN MERRILL... on both of the in parallel as fast as possible. ATTORNEY HAFNER-That is what we have been doing and we will continue to. Let me go through. Again, this is going to be a quicker one, what we did we updated the last draft of the contract which I think was done in ninety four or there abouts and has been sitting on the wordprocessor for four years and it got farther and farther out of date factually. So, what we did was Martin and I went though what we thought was legally good language and then we got to see business wise whether this is the deal you guys agree to. Let me briefly out line what we did. I am going to skip the definitions and go straight to page five, page five is the capacity issue the fifteen million gallons, you are buying a million they had no problem with that. That is what the contract provided. The upgrade cost the two hundred thousand for the low left pump motors they are reviewing this themselves, hopefully I was hoping they would be done but, they are reviewing this the same time I sent this to you on the fifteenth, Martin had sent it to Hudson Falls counsel. We on page seven at the bottom, we have the duty to construct all water lines in our town later on we will talk about the River Street upgrade that is a separate thing that is dealt with differently. It is our obligation to provide the water facilities the water transmission ability in our town to get it to their border. COUNCILMAN TUCKER-What page are you on, Bob? ATTORNEY HAFNER-Bottom of page seven. We go on to page eight, we have two meters but this is not for the same reason this is because we have two connections. One I believe is meant to be as an emergency backup in case something happens to the other or it was needed for fire or something like that. But, we have two connections, we have two meters, they pay for one we pay for one. COUNCILMAN TUCKER-Isn't one already made? WATER SUPT. VANDUSEN-The connection is there the meter pit is there there is no meter in it. COUNCILMAN TUCKER-That is at Quarry Crossing I think. WATER SUPT. VANDUSEN-Yes. ATTORNEY HAFNER-The village is going to provide a check valve and we are going to install. This contract has always said there was one, so, I assume that one was different than the other. WATER SUPT. VANDUSEN-Well, initially when that was put in there was only one connection point anticipated. ATTORNEY HAFNER-So, we need to change it to two. WATER SUPT. VANDUSEN-So, the reality is that we are going to have.. . checks. ATTORNEY HAFNER -. . . for installing the check valves, two, we will update that. But that is not going to be a point of contention, we are responsible for meters and check valves in future. COUNCILMAN IRISH-Does it make a difference Ralph if these are different meters, should they both be the same brand and model and all that, so they read the same on both sides? WATER SUPT. VANDUSEN-Their standards and models are almost identical so, yes it would be nice is they are exactly the same the reality is that they would probably go together in pricing and get joint pricing. ATTORNEY HAFNER-Page ten, we have a tank which serves the South Queensbury Water Storage tank, it serves that area, when our use gets up to a certain amount this five hundred thousand gallons per day on a seasonal average the village has required at its own expense to have its own water tank. What we have done is basically said you can use ours while we don't need it when we do you better put in your own. SUPERVISOR CHAMPAGNE-How far away are we? WATER SUPT. VANDUSEN-When is the next industry that uses a major volume of water going in the industrial park? SUPERVISOR CHAMPAGNE-What is a major user? WATER SUPT. VANDUSEN-Somebody that uses a half a million a day. ATTORNEY HAFNER-This is half a million a day. COUNCILMAN TUCKER-in otherwords it is just here in case it does happen. COUNCILMAN TURNER-That is right. SUPERVISOR CHAMPAGNE-I have got to tell you something, you know, I keep hearing this stuff when an industry moves in I am going to have to have a half a million gallons. . . when an industry moves in it will be right beside the Hudson River just like General Elec., Finch Pruyn, they will process their own water, so, COUNCILMAN MERRILL-They all have a closed system. SUPERVISOR CHAMPAGNE-That is right, that is exactly right. WATER SUPT. VANDUSEN-One thing, they initially Hudson Falls wanted to use our storage capability as their storage requirements to avoid a tank and from what I heard the Health Department said no you cannot do that. ATTORNEY HAFNER-I thought that they were still working on it. What I heard they were still trying to persuade them. WATER SUPT. VANDUSEN-Yes, you are right. It was not sealed in concrete but, ATTORNEY HAFNER-They were leaning that way but, they seemed optimistic to be able to pursued them if we went along with it. WATER SUPT. VANDUSEN-And the reality is that we benefit, that tank is just sitting there stagnating because there is no water use down in that end of the town right down so we benefit if indeed that does happen. ATTORNEY HAFNER-Keep going, on page twelve we changed the, we had a long section dealing with legislation and really when we boiled down all that language from 1994 it basically said that if we had an emergency you treat your people the same way we treat our people. So, we summed it down to that one sentence. Section seven on page twelve, again this is the heart of the contract because this deals with the money. They are getting a million gallons capacity they are going to pay us a million sixty thousand dollars, that sum is paid within fifteen days of the Village obtaining the funds which are to be raised by municipal financing. The Village agrees to use its best efforts to obtain such financing, again, we do not have we have no responsibility to perform until they pay this. We have no responsibility to improve the River Street System until they pay this. It is nice and clean... What they pay is ten cents per thousand gallons of transmission charge and then the same calculation of the operation and maintenance expense we need to add the same language that we are going to about average total water production doesn't include water used and we are going to have the same change there that we had but otherwise this is very similar to what the Moreau one had, except that we did not have all of that language about the precise item numbers and the fifty percent limit. CONTROLLER HESS-Let me throw one thing in here regarding the construction of this contract and how it differs from Moreau. This is written as a facility agreement and I am not sure it should be written that way. Moreau is written as though they are buying water from us and here is how we are pricing it. This one is a facility agreement like their buying into the facility and but we are going to do the management of it they actually have a role in the operation of the facility in giving it back to us and like in this section it talks about you will pay its annual share of operation and maintenance. Moreau's contract does not say that, it says that formula will be used to determine the price of water. But, I think the language implies something different here and I am not sure I feel comfortable with it. Because I am not sure how it might effect, I do not know what the implications are, it is not that I do not trust it, I do not know what the implications are with other contracts that we have. The whole thrust of this contract is different than the other one in that regard. SUPERVISOR CHAMPAGNE-So, Henry are you saying we, first of all we have the wrong title to the contract is that what you are saying? CONTROLLER HESS-The title of it and I think the way some of the language that supports that they are paying their share of the operation and facility and I think the pricing I do not have any objection to how things are priced but yes, I think it should not be a facility agreement I think it should be a water purchase agreement and whatever language is needed to effect that should be made. SUPERVISOR CHAMPAGNE-I do not think that this water facility is used anywhere else back in here is it? CONTROLLER HESS-When you read through the agreement, this was taken from a sample facility agreement somebody used a sample boiler plate facility agreement and constructed this contract. Moreau's contract was based on what.. ATTORNEY HAFNER-It started with this,..we wanted to treat them the same and that is how it started. CONTROLLER HESS-Moreau is buying capacity and water, they are buying an interest in our facility here from where I read it and I just, I just think we need to make sure that we are not running into a problem when we do that. COUNCILMAN TUCKER-There is no reason to have them buy into the plant is there? ATTORNEY HAFNER-They are buying capacity into our system. CONTROLLER HESS-... trying to reserve capacity. COUNCILMAN TUCKER-The water capacity, yea but not part of the plant. SUPERVISOR CHAMPAGNE-They are buying a piece of the rock. CONTROLLER HESS-This sounds like they are buying a piece of the building. WATER SUPT. VANDUSEN-Clearly that is not... CONTROLLER HESS-I do not think that was the intent of it but I think the sample contract was used and I just think it should be tampered with. WATER SUPT. VANDUSEN-Any discussions we had were always that Queensbury owns the building, owns the facility ... we are just sharing the costs. SUPERVISOR CHAMPAGNE-Now, as I go back through Section 2 on page 5 we are talking about facility capacity and facility ... ATTORNEY HAFNER-We keep referring to our system as the water facility. COUNCILMAN TUCKER- Go to Moreau's and you talk facility management, page 6 section 3. CONTROLLER HESS-The terms are used facility in both but this one is written as a facility agreement and I. ATTORNEY HAFNER-As a legal matter I do not think there is much difference in the determinative language this contract came to us with from back before we were Town Counsel with the Village of Hudson Falls having an equity interest to the extent of this contract. That was something that we it is kind of hard to walk away from what had already been agreed to when they were not walking away from what they agreed to. CONTROLLER HESS-At the time you were filing your opinion letter with EFC for financing I was filing a letter that said that we, a certification that we were, we did not have a facility agreements they accepted the fact that we were selling water and negotiating to sell water but they wanted to know did we have any facility agreements. That is what I am saying I do not understand the implication but apparently there is one or they would not asked for that question. ATTORNEY HAFNER-In our opinion letter we COUNCILMAN MERRILL-you just need to change these words. CONTROLLER HESS-Or we need to find out that there really is no difference. ... comfortable with it and I am not yet. ATTORNEY HAFNER-I did not see what you had.. CONTROLLER HESS-My was a different thing. ATTORNEY HAFNER-Our opinion letter that was not a relevant question. We disclosed to them that we in fact we recommended that you disclose to them that we were seeking contract of water. CONTROLLER HESS-And that is what we did put it that way but the question was do you have any facility agreements, the answer was no, but we are going to sell water to Moreau and to Hudson Falls and now I read this and yea, you are going to bring in a facility agreement I just think we need to define what that means and decide whether we are getting ourselves into a box we cannot crawl out of. WATER SUPT. V ANDUSEN-I can find out tomorrow to, what the intent from their Attorney was I will be meeting with him tomorrow. CONTROLLER HESS-When you read the language here I do not think the intent is to buy. WATER SUPT. VANDUSEN-The attorney for EFe. ATTORNEY HAFNER-Rather than refer to all the different, we are on page 13 still, refer to all the different item numbers all we said was that the O&M costs are calculated by the town in accordance with the standard policy and practices of the town. So, that is what we tried to get Moreau to stick with and they would not accept. But, the village has so far. CONTROLLER HESS-That is why I would like to sign this one first. ATTORNEY HAFNER-I made that point and the Board seems to think, move on both at the same time. SUPERVISOR CHAMPAGNE-I think we owe it to Moreau to keep going. ATTORNEY HAFNER-I just brought it up as a negotiating tactic I think, stronger, we have a better contract ... COUNCILMAN TUCKER-I am willing to bet that we will have Hudson Falls signed long before we have Moreau. ATTORNEY HAFNER-I am to. Page 14 the reconstruction cost the same way we calculated it before. If we have to reconstruct something they pay one fifteenth. There is no charge for the first ten days of water for line flushing, that is what we gave them rather than the, COUNCILMAN IRISH-I thought we gave Moreau a year? COUNCIMLAN TURNER-No. WATER SUPT. VANDUSEN-We gave Moreau a number of gallons. COUNCILMAN TURNER-Two hundred and fifty thousand gallons and they asked for a million. COUNCILMAN TUCKER-It is just for one year with Moreau? I was going to ask that and forgot. WATER SUPT. VANDUSEN-Yes. ATTORNEY HAFNER-Yes. Just the first year, it is about eight hundred bucks is what we figure. WATER SUPT. VANDUSEN-And the difference between the two is Hudson Falls is existing they can start flushing and do the entire system, where Moreau is looking at well, we are going to have some of the pipes now, some later the cost is the same or approximately. ATTORNEY HAFNER-Section 8 River Street upgrade. Page 16, This says that the town and the village each will pay half the cost of the upgrade. We arrange for the work to be done they will pay us within thirty days we give them an invoice and we keep them informed and we will use our best efforts to obtain any needed easements which we may need some, they seem to think that we would. We have always said that we were not going to work on that until we had a signed contract because. . . SUPERVISOR CHAMPAGNE-Have you got them to agree to that though, Bob, are they? ATTORNEY HAFNER-He would not commit it sounded like that was ok, but he would not commit. SUPERVISOR CHAMPAGNE-Because we were...if we put in an eight inch and they want to go to a ten inch ATTORNEY HAFNER -a twelve... they would pay a small percentage. SUPERVISOR CHAMP AGNE- They would pay the difference over that. ATTORNEY HAFNER-It was a small percent and SUPERVISOR CHAMPAGNE-Are we going to get into a rats nest there? ATTORNEY HAFNER-I do not think so. COUNCILMAN TURNER-They said they were going to pay for half the cost. Yea, Mike Parrillo and they were sitting right there when they said it. They would pay for half the cost. COUNCILMAN TUCKER-Are they still there? COUNCILMAN TURNER-Then you raised the question after I talked to you about it you know, they only want to pay the difference. ATTORNEY HAFNER-I want to point out the difference between the two contracts in section 9, expansion where Moreau required that right of first refusal with ..detail information this says that they have the right to request expand use and we have the right to enter into an agreement on such terms as we feel is appropriate at the time. That is the way most of these would go. We would glad to do it with you come back when you are ready we will figure out the terms then. I am trying to think what we changed they have rights to consultation on page 18. Their records, we furnish them with copies of records maintained by the Town pertaining to our operation costs with respect to their responsibility for payment. As they may reasonably request in writing which is a lot easier of a thing for Ralph to deal with then the detail ones of anything you may get. It is a twenty year term they can renew it for twenty years that is a change, before I think it had two years, ten year renewals but they wanted the same amount and language that is in both that is relative to your point about the facility agreement is that the Village is recognized as having equity interest to this extent. This extent I have always thought was the limiting language and that is why Paul agreed to it, it says, it gives them some security which I think is probably important for someone who is giving a million dollars and they are relying on us being held to provide water for forty years, but this extent is what is in the contract and they have a right to a million gallons of capacity but they don't have, they do not own the plant, they do not own a piece of it and I am still comfortable with that language. This is fuzzy language but it lets them. (3rd. tape blank) RESOLUTION CALLING ADJOURING MEETING RESOLUTION NO. 252.98 INTRODUCED BY: Mr. Douglas Irish WHO MOVED FOR ITS ADOPTION SECONDED BY: Mr. Richard Merrill RESOLVED, that the Town Board of the Town of Queensbury hereby adjourns its Special Meeting. Duly adopted this 2nd day of July, 1998 by the following vote: AYES: Mr. Merrill, Mr. Turner, Mr. Irish, Mr. Tucker, Mr. Champagne NOES; None ABSENT: None Respectfully submitted, Miss Darleen M. Dougher Town Clerk-Queensbury