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ENFIELD TOWN COUNCIL
MINUTES OF A SPECIAL MEETING
DECEMBER 17, 2001
A Special Meeting of the Enfield Town Council was called to order by Chairman Vayda in the Enfield Room of the Enfield Town Hall, 820 Enfield Street, Enfield, Connecticut on Monday, December 17, 2001 at 6:00 p.m.
ROLL-CALL Present were Councilmen Edgar, Egan, Falk, Fiore, Hall, Kaupin, Mangini, Strom, Tait, Tallarita, and Vayda. Also present were Town Manager, Scott A. Shanley; Assistant Town Manager, Daniel Vindigni; Town Clerk, Suzanne F. Olechnicki; Town Attorney, Christopher W. Bromson; Assistant Town Attorney, Maria Stavropoulos.
WORK SESSION LEGAL ORIENTATION
Present for the work session were Bruce Chudwick, Bond Counsel and Suranne Murray, Labor Law.
Attorney Chudwick spoke about Shipman & Goodwins role as bond counsel to the Town of Enfield. Mr. Shanley pointed out Town Charter requires the Town Council to engage Bond Counsel for bond referendum issues, and they cannot use the Town Attorney for that purpose.
Attorney Chudwick stated bond counsel serves the town in the following ways:
- they draft all legal documents
- assist and advise the Town in collateral matters that come up relating to any kind of bond authorization
- give an unqualified bond counsel legal opinion on the Towns bonds or notes in the marketplace
He further explained they prepare all the legal documents for the appropriation of funds and the authorization of bonds and notes for all public building projects. He stated that involves preparing Town Council resolutions, formal legal documents, providing for the appropriation of bond authorization and description of the project thats being undertaken by the Town. He noted along with the Town Clerk, they prepare the warning of referendum, referendum question and if necessary, they will also prepare the explanatory text.
Attorney Chudwick stated bond counsel tries to attend all the various meetings along the approval process spectrum.
As concerns the issuance of the Towns bonds or notes, Attorney Chudwick explained after the project is approved by the voters at a referendum, bond counsel assists the Town in going out into the public securities market in issuing its debt to raise the funds to build the project. He noted they would prepare the notice of sale, and this is like a formal bidding notice that goes out to the public and is also published in a national magazine called “The Bond Buyer”, which advertises to all investors in the United States.
He stated they also prepare the appendices to the official statement. He explained the official statement is the municipal finance equivalent of the prospectus if someone were buying stock of a company. He noted the official statement is a detailed analysis and history of the town. He explained this is the prospectus that goes out to potential bidders so that they know what theyre buying.
Attorney Chudwick explained after the bonds or notes are sold, they prepare all the closing documents in issuing the bonds or notes, various certifications, tax regulatory agreement. He noted a major portion of this is to insure that the interest on the Towns bonds or notes are exempt from federal and state income taxes.
He stated bond counsel attends the bid openings of the bonds and advises the town as to which bid is proper to accept from a legal standpoint.
He referred to tax issues and noted they work with the Town Manager and Director of Finance to size and structure the bond and note issues in the most tax advantageous manner possible. He noted there are many rules and regulations that have to be followed in order to insure that the interest on the bonds and notes are exempt.
Attorney Chudwick stated a primary function of bond counsel is to give a unqualified legal opinion that the bonds and notes are properly authorized under the Town Charter and under Connecticut law; that the bonds or notes are legal and binding obligations of the Town; that the interest payable on the bonds or notes is exempt from federal and state incomes taxes.
Councilman Edgar questioned whether bond counsel advises on which bid should be accepted. Attorney Chudwick responded, no, but rather they make sure all legal requirements have been met. He noted the financial advisor will review all the bids, and they will actually make sure the financial advisory re-runs and re-calculates the interest cost for each of the bids.
Councilman Edgar questioned whether bond counsel provides advice if they find something legally wrong. Attorney Bromson stated if a bid is not properly completed, or it is untimely, bond counsel will not allow the bid to be accepted.
Councilman Kaupin questioned whether its common for school building committees or Town Councils to come back for legal opinions. Attorney Chudwick stated its very common to look for legal opinions in projects of this size, because there are always going to be changes in any project of this size and scope.
Councilman Kaupin referred to referendum questions and noted they can never get everything into a referendum question, nor is everything in the explanatory text. Attorney Chudwick explained a town can either take a very detailed description of a project saying exactly what will be built, or it can be left wide open. He noted bond counsel feels they should put enough detail in the bond resolution, but not bind the town so specifically that it would possibly stop a project.
Councilman Tallarita questioned how a firm is chosen to become a bond counsel. Mr. Shanley stated the Town of Enfield has had a successful relationship with Attorney Chudwick for some time. He noted once a town has a bond counsel that understands the organization, charter and community, it puts that person in a much better position to be able to do the kind of decision making that needs to be done.
Councilman Edgar stated on January 8, 2001 a decision was rendered that allowed the Head Start building to be a separate building and not tied to a school. He noted Attorney Chudwick didnt explain how he arrived at that decision. Attorney Chudwick stated his recollection he and the Finance Director discussed this, and he has detailed notes in his file, and he can provide the Town with a letter which explains how he reached that conclusion.
Mr. Shanley stated the Town will probably be using Attorney Chudwick in January. He pointed out as they enter into a new calendar year, they are able to sell more bonds without worrying about arbitrage.
Attorney Suranne Murray, also from Shipman & Goodwin, spoke about labor law.
Attorney Murray stated her role with the Town has evolved over the years. She noted in the late 1980s she did contract negotiations and grievance arbitration in contract disputes, etc. She stated the Town has been fortunate to have Human Resource Directors who were very capable of handling some of the hands on work for the Town. She noted this has saved the Town money because theyre not paying for outside counsel to do a lot of the day-to-day work with the unions and employment matters.
Attorney Murray stated she is called upon in the following ways by the Town:
- if theres a difficult case or a tricky question of
contract interpretation
- if there is a disciplinary case with unique or complex issues, i.e., termination of an employee
- if there is a contested case, i.e., arbitration case or a case before the state labor board where the Towns Director of Human Resources has to be a witness and has to testify, she will be put on the case so that the Director of Human Resources can be called as a witness.
- when there are heart and hypertension claims before the Workers Compensation Commissioner that need to be contested or litigated in any way.
Attorney Murray stated legal areas she is often called for involve contract negotiations and the Municipal Employer Relations Act. She explained all of the Towns contract negotiations with its municipal unions are under this act, and if there is a dispute and the parties cannot reach agreement in negotiations, there is a provision in this act for binding arbitration.
She stated another area has to do with general employment law, covering a broad variety of areas.
Attorney Murray spoke about how the Freedom of Information Act intersects with the employment area. She noted if the Council is discussing whether or not the Council, as the legislative body of the municipality, should approve a collective bargaining agreement or should give some form of direction about what theyd like to see in collective bargaining, that kind of discussion is exempt from the definition of meeting under the Freedom of Information Act, therefore, they would not do that in a public session, but rather in a private session. She stated this also relates to personnel matters. She noted it is very easy to forget that the executive session privilege in the Freedom of Information act for personnel matters is quite limited. She stated there is in fact a provision in the act that allows discussion of performance, evaluation, appointment or dismissal of a public official in executive session, however, if theyre going to discuss a particular individual, they must give that individual notice that they are going to be discussed and give them the option to have that discussion in public session.
Attorney Murray spoke about the role of the Council vis-à-vis employment matters. She referred to the Municipal Employer Relations Act. She noted the Act actually describes a fairly limited role for the legislative body of a municipality in the collective bargaining arena. She explained the chief negotiator for a municipality under the Act is its chief executive office, and in Enfield that would be the Town Manager. She stated her belief the Town Manager delegates that to the Human Resources Director and possibly herself. She pointed out the Council gets involved only at the stage where theres actually a collective bargaining agreement to be approved or rejected. She noted once an agreement has been reached, the administration has the duty to present a written document to the Council together with estimates of any costs associated with that collective bargaining agreement. She noted if it involves a change in pensions, theyre obligated to provide an estimate from a qualified actuary as to what the pension change entails. She noted the Council then has the duty to either accept or reject the contract as a whole and actually to
be sure that any appropriation is made thats necessary to fund that collective bargaining agreement. She noted the Council is also required to approve any contract provisions that supercede existing town ordinances or regulations.
Attorney Murray stated if the parties cannot reach agreement on a contract and they go to an arbitrator, the Council reviews the arbitration award, and if the Council wishes to reject it, they must do so by a two-thirds majority of the Council.
Attorney Murray pointed out the Town has an in-house structure for dealing with other day-to-day personnel matters.
Councilman Kaupin questioned if an employee chooses to have a personnel matter discussed in open session and is able to attend that open session, can he be present if its discussed in Executive Session. Attorney Murray noted a person can only be invited into Executive Session if they have to be able to provide testimony, and they can only be in the Executive Session for that particular purpose. She noted they would not remain for the whole Executive Session.
Councilman Mangini questioned to what extent would Attorney Murray get involved in a workers compensation case. Attorney Murray stated the only workers compensation cases that theyve handled for the town are those involving heart and hypertension claims.
Attorney Maria Stavropoulos was invited to speak.
Attorney Stavropoulos distributed an outline concerning land use boards. She first spoke about Planning and Zoning and noted this is where a lot of the bigger decisions are made. She explained the Town of Enfield has a combined Planning and Zoning Commission, which the Town Council appoints through the Charter. She explained there are seven regular members with three alternates. She noted when P&Z is revising and preparing the Plan of Development, thats under the planning function. She stated its the same with subdivisions and re-subdivisions of property, as well as 8-24 review. She noted under the zoning function there are the maps which have to be prepared zoning maps as well as the regulations. She pointed out that at this time P&Z is having massive revisions to the zoning ordinance. She noted theyve contracted with a company thats well known in terms of helping with drafting zoning ordinances. She stated they also review the special use permits and site plans.
Attorney Stavropoulos spoke about the Zoning Board of Appeals and noted they have a very narrow function. She noted ZBA has five regular members and three alternates. She stated primarily they deal with variances and they hear any appeal of any order of the Zoning Enforcement Officer. She noted the ZBA can either uphold or overturn the ZEO.
She then spoke about the Wetlands and Watercourses Agency area. She noted at one time the Conservation Commission and Wetlands and Watercourses Agency were combined, but as of this summer theyve been separated. She explained the Wetlands and Watercourses Agency primarily deals with any regulatory issue applications for permitting things that require a permit to go forward, and the Conservation Commission is primarily to develop and conserve natural resources, look at open space, etc. She noted in both of those commissions there are seven regular members and three alternates. She stated these are appointed by the Town Manager.
Mr. Shanley stated Attorney Stavropoulos spends over 50% of her time on these kinds of issues. He noted this is very time consuming, and the Town has had a lot of litigation in the last several years, and theyve been fortunate to have been successful.
Councilman Falk questioned what can the Town Council do, or not do, when it comes to zoning decisions, coming before the commission, or speaking at a public hearing. He questioned what the guidelines and restrictions are. Attorney Stavropoulos stated it depends on the facts. She added she will look into this.
Attorney Christopher Bromson was invited to speak.
Attorney Bromson spoke about the advantages of having a Town Attorneys Office for the Town of Enfield. He noted his office has a good track record and that is because of the support of the Council.
He spoke about challenges concerning meeting quorums as relates to Freedom of Information.
Councilman Egan questioned if any other towns have challenged this. Attorney Bromson noted this can be checked further.
Attorney Bromson stated the Town does get a lot of Freedom of Information inquiries.
MOTION #5580 by Councilman Edgar, seconded by Councilman Mangini to go into Executive Session to discuss Personnel Matters, Pending Litigation, and Real Estate Negotiations.
Upon a SHOW-OF-HANDS vote being taken, the Chair declared MOTION #5580 adopted 11-0-0, and the meeting stood recessed at 7:15 p.m.
EXECUTIVE SESSION
The Executive Session of the Enfield Town Council was called to order by Chairman Vayda at 7:15 p.m.
ROLL-CALL Present were Councilmen Edgar, Egan, Falk, Fiore, Hall, Kaupin, Mangini, Strom, Tait, Tallarita, and Vayda. Also present were Town Manger, Scott A. Shanley; Assistant Town Manager, Daniel Vindigni; Town Attorney, Christopher W. Bromson; Assistant Town Attorney, Maria Stavropoulos; Town Clerk, Suzanne F. Olechnicki.
Personnel Matters, Pending Litigation, and Real Estate Negotiations were discussed with no action or votes being taken.
Chairman Vayda adjourned the Executive Session at 7:31 p.m. He reconvened the Special Meeting at 7:32 p.m. and stated that during Executive Session they discussed Personnel Matters, Pending Litigation, and Real Estate Negotiations with no action or votes being taken.
ADJOURNMENT
MOTION #5581 by Councilman Tait, seconded by Councilman Mangini to adjourn.
Upon a SHOW-OF-HANDS vote being taken, the Chair declared MOTION #5581 adopted 11-0-0, and the meeting stood adjourned at 7:33 p.m.
Respectfully submitted,
Jeannette Lamontagne
Secretary to the Council
Suzanne F. Olechnicki
Town Clerk
Clerk of the Council
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