12 July 2006 Town of Lisbon Board Meeting Minutes

TOWN OF LISBON

BOARD MEETING

JULY 12, 2006

LISBON TOWN HALL

Present:

Supervisor Roger Watters, Councilman Michael Duprey, Town Clerk Donna McBath, Councilman C. Roger Shoen, Highway Superintendent Timothy Dow, Councilman C. Joseph Collins, Attorney Charles Nash, esq., Councilman Thomas Schneller

Guest: Steve Teele - SLC Legislator, Heather Swanson - Ogdensburg Journal, Steve Jemison - Town of Lisbon Alliance Municipal Power Representative, Wade Davis - Alliance for Municipal Power

1. Meeting Called to Order

Supervisor Roger Watters called the meeting to order at 6:30 PM.

• Approval of Meeting Minutes for June 14, 2006

Councilman Duprey made a motion, and was seconded by Councilman Shoen to approve the minutes for June 14, 2006 meeting. Ayes - 5 Nays - 0

• Approval of Town Clerks Report

Councilman Shoen made a motion, and was seconded by Councilman Schneller, to approve the Town Clerk's Report for June 2006. Ayes - 5 Nays - 0

• Approval of Transfers

There were no transfers

• Approval of Supervisor Report

Councilman Shoen made a motion, and was seconded by Councilman Schneller, to approve the Supervisor Report for June 2006. Ayes - 5 Nays - 0

• Approval of Abstracts

Councilman Duprey made a motion, and was seconded by Councilman Shoen, to approve the abstracts for July 2006 with the exception of Sparrow Hawk Nursery, as there was no signature on the voucher. Later in the meeting Sparrow Hawk Nursery was approved as the flowers were purchased for the beach and Mike O'Neil would be in the following Thursday to sign the voucher.

a. General	$15,373.15
b. Highway	$11,906.65
c. Water	$220.81
d. Sewer	$811.35
e. Library	$925.57
Total	$29,237.53

Ayes - 4 Nays - 0

Abstain - Councilman Collins, as he hadn't had a chance to read it.

• Highway Superintendent Report

• The ditch was completed at Chris Cook's Residence without a signed Lien Release.

• Nothing has been done on the Dezell Road, as the water is still too high to work with in the creek.

• The beach road has been completed and the hard top was extended some. Highway Superintendent Dow asked if he should go any further than what has been done. The boulders have not been put into place to protect the tollbooth.

• The new trucks are in. One is at Route 11 to install the new harness and one is at the Lisbon Town Barns to change over the harness from one of our trucks.

• Councilman Duprey asked when the work was to begin on the Cold Springs Road. Highway Superintendent Dow informed the board that it should be started on Wednesday, July 19, 2006.

• Town Clerk McBath asked if the Dezell Road was still on the work plan. Highway Superintendent Dow informed her, that it was.

• Legislator's Report

Legislator Stephen Teele gave a verbal report.

• The Legislators are inquiring about removing sales tax completely from home heating fuel. City of Ogdensburg voted the request down, but the Legislators are still pursuing the matter.

• Negotiations were completed between Robert Ashley, owner of Ashley's Home Center, and the Legislators. The County will be buying the right-a-way for the new jail

• July is Budget month for the Legislators

• CR 28 is on the work plan to be black topped in the year of 2007, if not sooner.

9. Old Business

• AMP - (Alliance for Municipal Power)

Wade Davis spoke to the Lisbon Board on the contract from AMP - A discussion was done.

ALLIANCE FOR MUNICIPAL POWER

DEVELOPMENT COMMISSION AGREEMENT

July 12, 2006

This inter-municipal agreement ("Agreement") for the joint investigation, evaluation, planning and development of shared electric utility service is made and entered into this 12 day of July, 2006, by and the among the Towns of Bombay, Brasher, Canton, DeKalb, Edwards, Fouler, Fort Covington, Gouverneur, Hermon, Lisbon, Louisville, Moira, Norfolk, Potsdam, Russell, Stockholm and Westville, and the Villages of Canton, Norwood, and Potsdam (collectively "Municipalities:"), all in the State of New York ("State").

WHEREAS, the Municipalities seek to achieve the lowest possible electricity rates for the consumers within their respective territories, assure sustainable long-term electricity service, and provide such electricity service as a means to help improve and sustain their local economies; and

WHEREAS, the pursuant to Article 5-G, Section 110-0 of the New York State General Municipal Law, the Municipalities are empowered to enter into joint service agreements; and

WHEREAS, the Municipalities have agreed as an initial step to undertake a professional study of the feasibility of providing and financing municipal power jointly for the consumers in their respective towns and villages in accordance with State law and regulation ("Study"); and

WHEREAS, timely and responsible participation by the Municipalities are critical for completion of the Study, and for development of the project if determined to be feasible by the Study, including performance of their mutual obligations set forth in this Agreement; and

WEREAS, the Municipalities desire to formalize the terms under which they will proceed jointly to conduct the Study, to consider the conclusions and recommendations of the Study, and to take such actions as they deem appropriate after such completion and evaluation to implement a plan to establish a new authority to acquire, construct, finance, own and operate a joint municipal power service under State law ("Utility"),

NOW THEREFORE, for and in consideration of the mutual promises set forth in this Agreement, the parties hereby agree as follows:

I. ESTABLISHMENT

There is hereby created the Alliance for Municipal Power Development Commission ("AMP Commission"), for the purposes of jointly investigating the feasibility of the components necessary to provide municipal electric power to the residents and businesses of their respective towns and villages, and of jointly developing, financing and establishing the Utility.

II. PRIOR AGREEMENTS

This Agreement shall supersede any and all prior agreements among all or some of the Municipalities concerning the feasibility or establishment of a joint municipal electric utility to serve their respective communities, except that:

• All commissioners appointed pursuant to the prior agreements shall continue office until expiration of their current terms and shall be eligible for reappointment under this agreement;

• Officers of the current AMP Commission appointed pursuant to said prior agreements shall serve until the initial organizational meeting conducted pursuant to this agreement; and

• Any monies collected and expended by Municipalities' signatories to this agreement to support actions undertaken by AMP shall, upon successful financing of a municipally owned electric system, be reimbursed.

In all other respect, any and all such prior agreements shall have no force and effect with regard to the mutual rights and responsibilities of the Municipalities, and this Agreement shall govern such rights and responsibilities exclusively and in their entirety.

III. FUTURE ACTIONS

It is anticipated that after conclusion of the Study and after consideration of its results by the Commission should they determine the feasibility of the feasibility of the Utility, the Commission shall take additional actions to acquire, construct, finance, own and operate the Utility, and the Municipalities shall take such further actions necessary and appropriated under their respective local governance structures, including referenda on any proposed issuance of bonds, to further development of the Utility.

IV. BOARD OF COMMISSIONE

The AMP Commission shall be governed by a board of commissioners comprised of one member from each of the Municipalities which is a party to this Agreement ("Board"). The Board shall be headed by a chair elected by the commissioners ("Chair"). The Board shall possess all powers of the AMP Commission under this Agreement, including establishment of procedures, appointment of officers and employees, conduct of meetings, contracting and budgeting, for staff and consultants, preparation of reports, overseeing operations, and all other actions to effectuate the Study and implement the establishment of the Utility. The Board may delegate certain responsibilities, at its discretion, to committees and officers of the AMP Commission. The Board shall coordinate the issuance of bonds, notes of other municipal securities to finance the Utility, in accordance with State law, and subject to such approvals by the Municipalities as required by State law.

A. Appointment of Commissioners

Each of the Municipalities shall appoint one person to serve as a member of the Board ("Commissioner"). Each of the Municipalities shall also appoint one person as alternate ("Alternate") to its Commissioner to attend and vote in the event that the Commissioner cannot attend a meeting. All Commissioners and Alternates must be residents, ratepayers or property owners in the Municipality from which they are appointed. Terms of the Commissioners shall be for four (4) years and Commissioners may serve multiple terms. A Commissioner or Alternate may resign by providing written notice to the Chair. Any vacancies in the positions of Commissioners or Alternates shall be filled by the Municipality appointing the immediately preceding occupant of such position.

B. Duties of Commissioners

Each Commissioner shall be responsible for: (1) acting in a fiduciary capacity on behalf of the AMP Commission; (2) attending at least 75% of AMP Commission meetings; (3) participating in discussions of the AMP Commission; (4) reporting status of the Study to the Municipality represented; (5) communicating concerns of the Municipality represented to the AMP Commission; (6) keeping up to date on business and issues before the board in order to cast an informed vote; and (7) taking such additional actions under governing law of their respective Municipalities as necessary to establish the Utility.

C. Compensation of Commissioners

Commissioners shall receive no compensation for services provided to the AMP Commission. Commissioners may be reimbursed for actual, necessary and reasonable expenses incurred in carrying out their duties, including attendance at meetings.

D. Removal from Office

1. Felony Conviction. A commissioner or alternate commissioner convicted of a felony may not serve on the Commission. The Chair shall send a notice of ineligibility to any commissioner convicted of a felony with a copy to the supervisor or mayor of the municipality the commissioner represents requesting the appointment of a commissioner to fill out the term. The Commission shall review any suspension or removal within thirty (30) days.

2. For Cause. Notwithstanding the foregoing, any commissioner may be removed from office for cause at any time by a two-thirds vote of the governing body of the Municipality after having received notice in writing of the cause of the proposed removal and after an opportunity to be heard by the Commission of the governing board of Municipality thereon. Suspensions for cause shall not be taken for personal or political reasons but must reflect behavior that impairs the operation of the Utility or its Commission and whenever possible and appropriate, the individual should be given an opportunity to correct the problem before formal action is taken. Cause shall include, but not be limited to: conflict of interest, failure to attend meetings for an extended period without sufficient reason, failure to uphold and abide by the conditions in this contract, or any other behavior that seriously affects the operation of the utility.

V. OFFICERS

The Board shall elect, by majority vote at its initial and each annual meeting thereafter, the following officers from among the Commissioners, to serve a term of two years corresponding to the fiscal year of the AMP Commission ("Officers"):

Chair, who shall be responsible for calling and presiding at meetings, coordinating work of committees, officers, staff and consultants, regularly communicating and reporting to the Municipalities, and overseeing the day-to-day business of the AMP Commission. The Chair shall also prepare proposed budgets for each fiscal year for approval by the Board and shall prepare projected expenditures of its funds periodically, as directed by the Board.

Vice Chair, who shall responsible, in the absence or at the request of the Chair, for carrying out the duties of the Chair;

Secretary, who shall be responsible for preparing, circulating and preserving minutes of all AMP Commission meetings, and maintaining records of all documents relating to its activities and work;

Treasurer, who shall prepare and maintain all records of income and expenditures.

VI. EXECUTIVE COMMITTEE

There shall be an executive committee comprised of the Officers, and two other Commissioners elected annually by majority vote of the Board to serve terms of one year corresponding to the fiscal year of the AMP Commission ("Executive Committee"). Each member of the Executive Committee shall have one vote. The Executive Committee shall meet at least monthly, as convened by the Chair. The Executive Committee may exercise such authority as may be delegated to it by the Board, including implementation of policies, programs contracts and payments, in furtherance of the conduct of the Study, but in no case the adoption of budgets or the incurring of debt through issuance of bonds, notes or other municipal securities of any kind, which authority shall reside in the Board and the Municipalities. Persons currently occupying all such offices under prior inter-municipal agreements shall continue in office under this agreement and shall be eligible to seek re-election.

VII. STAFF POSITIONS AND PROFESSIONAL CONSULTANTS

The Executive Committee shall appoint and establish compensation for a General Manager ("General Manager") and a General Counsel ("General Counsel"), to carry out such operational and legal duties, respectively, as it may specify, to serve in such positions at the pleasure of the Executive Committee. The Executive Committee may also at its discretion appoint additional staff members to such positions and on such terms as it may deem appropriate to the conduct of the Study. Further, the Executive Committee shall supervise the preparation of operating budgets and annual reports. The Executive Committee shall also select and recommend professional consultants in the fields of including, but not limited to, law, finance and engineering to conduct the Study, prepare reports and make presentations to the Board concerning the Study.

VIII. INDEMNIFICATION

The AMP Commission shall hold harmless and indemnify its Commissioners, Executive Committee, General Manager, General Counsel, and its other employees and agents, to the full extend permitted by State law, other than willful violations of law, within the scope of their duties, and shall defend, at the expense of the AMP Commission, all related claims and suits. The AMP Commission may, at its discretion, obtain a commercial insurance policy to provide for such errors and omissions coverage in fulfillment of its responsibilities hereunder.

IX. MEETING AND PROCEDURES

A. Meetings

The initial annual meeting of the Board shall be held no later than forty-five (45) days after the effective date of this agreement. Thereafter, the annual meetings of the Board shall be held after the close of each fiscal year in the month of January. Regular and special meetings of the Board, in addition to the organizational and annual meetings, shall be held at least each three months, and shall be called by the

Chair. All meetings shall be held in one of the Municipalities. Meetings shall comply with previsions of the open meetings law of the State.

B. Quorums and Votes

A quorum for conduct of official business by the Board shall be constituted by the presence of Commissioners of at least one-half of the Municipalities. In the event that less than one-half of Commissioners are present, an alternative quorum may be constituted by attendance of Commissioners representing Municipalities constituting at least 50% of the combined populations of all the Municipalities, based on the most recent United States Census, excluding persons served by the Massena Electric Department. Actions of the Board shall be taken by majority vote of the Commissioners in attendance at a meeting at which a quorum or alternative quorum is present.

C. Fiscal Year

The fiscal year of the AMP Commission shall commence January 1 of each calendar year and continue through December 31 of each calendar year ("Fiscal Year"). The annual budget, annual expenditures and annual meetings of the AMP Commission shall correspond to the Fiscal Year. The terms of office of Commissioners and Officers shall also correspond to the Fiscal Year.

X. CONDUCT OF STUDY AND DEVELOPMENT OF UTILITY

A. Consultants

The Board, on the recommendation of the Executive Committee, shall engage professional consultants including, but not limited to, persons expert in law, finance and engineering to conduct the Study. The Board shall act to engage such consultants within 30 days of the effective date of this Agreement, and shall direct that the Study be completed within an agreed upon period of time.

B. Public Information

The Board is authorized and directed periodically to inform the public, as well as the governing bodies of the Municipalities, of the status, findings and proposals of the Study.

C. Budget

Prior to August 1 of each Fiscal Year, the Chair shall prepare a proposed budget encompassing all expenses and revenues for the following fiscal year, and circulate it to the Board and the Municipalities. The proposed budget shall state the source of all revenues included in it, and the apportionment of those revenues among the Municipalities. The Board shall consider the proposed budget for approval at its next schedule meeting. The budget shall be presented to the Board on and approved prior to October 1 of each fiscal year.

The initial budget shall include payments by the Municipalities in the amount and manner specified by the budget to support the Study. Any State grant funds paid to the Municipalities to underwrite the Study will also be applied to the cost of the study. The balance of said costs will be advanced by the professional consulting team retained to perform the study, in contemplation of reimbursement after implementation of the utility.

After adoption of the annual budget, the adopted budget will be distributed to the Municipalities for inclusion in their respective budgets. Each of the Municipalities shall be responsible for funding its proportionate share of the adopted annual budget, based on the most recent United States Census, excluding persons served by the Massena Electric Department, by providing payment to the AMP Commission within thirty days of the commencement of their fiscal year.

XI. MEMBERSHIP

No Municipality shall withdraw from this Agreement without just cause, which cause shall be stated in writing at least 180 days prior to the intended withdrawal date. Upon failure of a Municipality to comply with the terms of this Agreement, the Board may take appropriate action to enforce its terms in a court of proper jurisdiction. The Board may declare a Municipality to be not in good standing and thereby lose its vote on the Board if the Commissioner or Alternate representing that Municipality does not meet minimum attendance requirements, or if the Municipality does not provide timely approval of the annual adopted budget or prompt payment of its proportionate share of that budget. A Municipality not in good standing may be removed from this Agreement only after a recommendation of the AMP Board and a vote of two-thirds of the other Municipalities in good standing. The Board may admit new towns or villages as additional municipalities only after recommendation of the AMP Board and a vote of two-thirds of the member Municipalities, provided that such admission would benefit the purpose of the AMP Commission and the conduct of the Study, and would agree to make its proportionate payment in support of the annual adopted budget in a timely manner and abide by all other provisions of this Agreement.

XII. EXECUTION

A. This Agreement shall be effective 30 days after execution by at least one-half of the Municipalities recited above. All other Municipalities shall have an additional 30 days thereafter to execute this Agreement.

B. Each signatory in executing this Agreement represents that he or she has been dully authorized to execute this Agreement on behalf of the Municipality for which he or she is signing.

C. This Agreement may be amended only by written instrument duly executed by the parties who have executed this Agreement.

• This Agreement shall be governed by the laws of the State of New York.

E. This Agreement may be executed in two or more counterparts.

IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement, as of the dates respectively set forth along with their signatures.

RESOLUTION # 9 of 2006

ALLIANCE FOR MUNICIPAL POWER DEVELOP COMMISSION AGREEMENT

The Town of Lisbon hereby authorizes and directs the Town Supervisor to sign the Alliance for Municipal Power Development Commission Agreement.

The Town of Lisbon hereby authorizes the Alliances for Municipal Power (AMP) to request, seek, obtain, and receive any material, including but not limited to confidential and proprietary material related to the Alliance for Municipal Power Development Commission Agreement, from any organization, public or private, that has material or information relating to the Agreement, and to take any other action authorized by the agreement, including but not limited to, National Grid and The New York State Public Service Commission.

I, Clerk of the Town of Lisbon, hereby certify that the above is a correct text of the resolution adopted by the Board of Lisbon on the 12th day of July 2006.

Donna D. McBath, Lisbon Town Clerk

Councilman Collins made a motion, and was seconded by Councilman Schneller, to sign the Resolution # 9 of 2006 for Alliance for Municipal Power Develop Commission Agreement.

Councilman Duprey - Aye

Councilman Collins - Aye

Councilman Shoen - Aye

Councilman Schneller - Aye

Supervisor Watters - Aye

All in Favor

RESOLUTION # 10 of 2006

AUTHORIZING THE AMP PAYMENT FOR 2006

The Town Board of the Town of Lisbon authorizes and directs the payment of the Town/Village's proportionate share of revenue for the Alliance for Municipal Power's 2006 Budget. Total Payment is to be in the mount of two thousands-seven hundred eighty-seven dollars ($2,787.00) payable to the Alliance from Municipal Power in one lump sum due within 60 days of the date the Town authorized the Supervisor to sign the Alliance for Municipal Power Development Commission Agreement, or in monthly payments starting 30 days from the authorization date. Monthly payments shall result in the Total Payment being paid at or before the end of the Town current fiscal year.

I, Clerk of the Town of Lisbon, hereby certify that the above is a correct text of the resolution adopted by the Board of Lisbon on the 12 th day of July 2006.

Donna D. McBath, Lisbon Town Clerk

Councilman Collins made a motion, and was seconded by Councilman Schneller, for Resolution # 10 to authorizing the AMP payment for 2006 in the amount of $2,787.00.

Aye - 5 Nay - 0

• Tisdel Associates - Playground Building

Supervisor Watters requested for the board's approval for Tisdel Associates to draw the prints for the Playground Building. Councilman Schneller inquired why this would be necessary if we are purchasing the trusses from Roll Lock Truss. They already have an engineer stamp on them. Supervisor Watters asked Councilman Schneller to check to see if is approved by Code Enforcement Dan McNamara for the next meeting.

• Library Roof

Ed Skisk from Wise Man Construction put in a quote of $406.31 to replace shingles. The board decided that the whole side of the building roof should be replaced. Ace Hardwood Flooring gave a quote of $3,129.00 to replace the one side of the roof.

Councilman Duprey made a motion, and was seconded by Councilman Schneller, to accept the quote from Ace Hardwood Flooring for $3,129.00 with a stipulation it needed to be finished at a certain time when it is given to him , pending authorization from the insurance company. Aye - 5 Nay - 0

• Beach

Supervisor Watters wanted to inform Highway Superintendent Dow that something needed to be done about the water laying near the new campsites. Highway Superintendent Dow said he knew about it and is planning to work on it this fall, after the camping season.

• Land by the Medical Center

Attorney Nash informed the board that he would be drawing up the papers for the sale of the land to Edward Knight.

10. New Business

• Financing the new town trucks.

Attorney Nash informed the board that he would draw up the paper work for the new trucks.

• Gasoline Quotes

1500 Gallons of Unleaded>87 Octane

MX Fuels quote was $2.39 per gallon

Griffith Energy was $2.5250 per gallon

Councilman Duprey made a motion, and was seconded by Councilman Schneller to accept the quote from MX Fuels for the 1500 unleaded gas for $2.39 per gallon.

Ayes - 5 Nays - 0

• Town Hall - Board of Elections for Disabled Regulations. Town Clerk McBath informed the board on the inspections from the Board of Elections that took place on July 12, 2006.

• Ramp is too steep and will be slippery when wet

• Railing is 2 inches too short and needs a brace at the bottom of railing

• Doorknob is not handicap usable

• No handicap parking available

Other Discussions :

• Comprehensive Plan Meeting is planned for July 20, 2006. At that time they will be arranging for a date for a public meeting. Also Supervisor Watters informed the board that this committee is receiving help from the County Planning Board.

• Lee Harper, a biologist, is working with the D.E.C. and the Town of Lisbon on coming up with a land management plan for the bank swallow area.

• Recognition of Guest

Heather Swanson - Ogdensburg Journal asked if she could have a copy of the AMP Contract.

10. Executive Session

Councilman Duprey made a motion, and was seconded by Councilman Schneller to go into executive session for the purpose of personnel at 8:35 PM. Ayes - 5 Nays - 0

Councilman Collins made a motion, and was seconded by Councilman Duprey to return to the regular meeting at 9:00 PM. Ayes - 5 Nays - 0

11. Adjournment

Councilman Duprey made a motion, and was seconded by Councilman Shoen to adjourn the meeting at 9:02 PM. Ayes - 5 Nays - 0

Respectfully Submitted,

Donna D. McBath

Town Clerk

There is an amendment in - G. Library Roof

Supervisor Watters made a motion, and was seconded by Councilman Schneller, to make the amendment to J. Library Roof as stated.