MINUTES
SPECIAL JOINT MEETING
CITY COUNCIL & WPC AUTHORITY AND BOARD OF FINANCE
June 1, 2015
A SPECIAL JOINT MEETING was held by the City Council & WPC Authority and the Board of Finance in the City Hall Auditorium on Monday, June 1, 2015.
Those in attendance included Mayor Elinor Carbone, Corporation Counsel Raymond Rigat, City Councilors Paul Cavagnero, Christopher Anderson, Anne Ruwet and Drake Waldron, along with Board of Finance members Bill Lamoin, Laurene Pesce, Mark Bushka, Thomas Scoville, Frank Rubino and Joshua Ferreira. City Councilor Paul Samele was absent. City Councilor Gregg Cogswell participated via telephone. Atty. Charles Roraback was also present.
Mayor Carbone opened the meeting at 7:27 p.m.
TAX COLLECTOR AGREEMENT, City Council
On a motion by Councilor Ruwet, seconded by Councilor Anderson, the Council considered authorizing the Mayor to execute an agreement, “Tax Collector Appointment Terms and Conditions”, and to act on behalf of the City regarding its execution and administration. Mayor Carbone said the Agreement had been emailed to the Council.
Mayor Carbone read the following resolution for the Council’s consideration:
RESOLVED, that the Board of Councilmen and the Board of Finance for the City of Torrington do hereby appoint Launa Goslee as the Tax Collector for the City of Torrington effective upon the execution and delivery of the Tax Collector Services Agreement, defined below, and receipt by the City of Torrington of confirmation of the availability of a revolving line of credit in the principal amount of up to $7,000,000.00 (the “Line of Credit”) in accordance with said Tax Collector Services Agreement;
FURTHER RESOLVED, the Board of Councilmen and the Board of Finance for the City of Torrington do hereby approve and authorize the City of Torrington to (i) enter into the Tax Collector Services Agreement by and among the City of Torrington, Launa Goslee and Torrington Tax Collector, LLC (the “Tax Collector Services Agreement”) setting forth the terms and conditions of such appointment and term of office and (ii) assign the Tax Liens and the Tax Receivables, as defined in said agreement, and consent to the collateral assignment of Tax Liens and the Tax Receivables as security for the Line of Credit, as set forth in the Tax Collector Services Agreement. A copy of said Tax Collector Services Agreement is substantially in the form attached hereto.
FURTHER RESOLVED, the Board of Councilmen and Board of Finance for the City of Torrington do hereby authorize the Mayor of the City of Torrington to negotiate, execute and deliver the Tax Collector Services Agreement on behalf of the City of Torrington upon such terms and conditions as the Mayor approves and to do and perform all acts and things which she deems necessary or appropriate to carry out the terms of such Tax Collector Services Agreement and to negotiate, execute and deliver any other documents she deems reasonable or necessary to confirm the aforesaid appointment or related to said Tax Collector Services Agreement or to carry out the foregoing resolutions, all with such changes, and in such form, as she may approve.
Councilor Ruwet amended her motion to adopt the above Resolution, Councilor Anderson amended his second. Councilor Cavagnero said he would abstain from the vote since he had not been able to read the agreement. Councilor Ruwet said she did have the opportunity to read it and that she felt the Council has received thorough notice and information on moving ahead. She said she is still a huge supporter of private tax collection with 100% revenue in a timely manner. Councilor Ruwet commended the Mayor for the incredible process undertaken. Councilor Anderson said the agreement did hit all the major points that were discussed and he felt very comfortable with it.
The Council voted 4/0 in favor of adopting the above resolution with Councilor Cavagnero abstaining from the vote.
TAX COLLECTOR AGREEMENT, Board of Finance
On a motion by Mr. Rubino, seconded by Mr. Scoville the Board of Finance considered authorizing the Mayor to execute an agreement, “Tax Collector Appointment Terms and Conditions”, and to act on behalf of the City regarding its execution and administration. Mr. Rubino said he has read both the old and new agreements and supports it because it is a more hardened document and the line of credit was established. He noted that it is a working document and can be changed in four years.
Mr. Lamoin asked for clarification on whether the Board of Finance is considering the agreement or adopting a resolution. Mayor Carbone said they are considering the adoption of a resolution that authorizes her to enter into the agreement. Mr. Lamoin and Mrs. Pesce asked if they had seen the resolution. Mayor Carbone explained that it was worked on up to the last moment and Atty. Roraback distributed copies of the resolution, while noting that both the resolution and the transaction are complex. He said the approvals requested tonight are the appointment of a Tax Collector and approval of the contract previously distributed, with a change of eight designated parking spaces at City Hall reduced to four. He explained that the transaction has multiple components with assignments and collateral assignments
that are necessary to put in place, and added that the financing is different from the past.
Mrs. Pesce asked if the posted agenda reflects these transactions. Mayor Carbone said that yes, each board is asked to both appoint a Tax Collector and authorize the agreement, and that although the resolution covers both topics, the vote to appoint a Tax Collector will be taken separately.
Mayor Carbone explained that a line of credit commitment letter has been received, and the loan closing occurs tomorrow. She said the bank will not enter a loan agreement if the appointment hasn’t happened yet. Mr. Rubino noted that the vote is contingent upon the line of credit being closed.
Mayor Carbone said if this resolution is approved this evening, the signed documents will be held in escrow and released to the bank only upon receipt of evidence that the loan has closed.
Atty. Roraback addressed Mr. Lamoin’s question regarding defaults and their remedy. He said the line
of credit is in place for that reason, and further remedy would take place in court. Mr. Lamoin said he does not find acceptable the lack of contractual reference to default and its cure. Atty. Roraback replied that CT General Statutes and the Torrington City Charter leave nothing that can be done for that, short of going to court. He added that the Tax Collector issues the Rate Book, which belongs to him or her.
Mrs. Pesce said she is pleased to see the appointment of an Assistant Tax Collector to delineate the line of succession should something happen to the Tax Collector. She questioned the process where the Assistant Tax Collector was appointed before the Tax Collector was. Atty. Roraback explained that the appointment of an Assistant Tax Collector will take effect upon the appointment of the new Tax Collector, and the appointment occurred beforehand because items needed to get on the agenda in time for F.O.I. compliance. Mayor Carbone said the motion is subject to the appointment of Launa Goslee, Torrington Tax Collector, LLC. and that this contract is very comprehensive, involving negotiations with three parties, three attorneys, and three other parties at the same time. She said the proposal was advanced after the agenda had been posted and since the special joint meeting agenda could not be changed, but the regular Council meeting agenda could be, the Assistant Tax Collector
appointment was added to the regular meeting by 2/3’s vote. This does not change the obligation or authority of both boards when it comes to appointing an acting and interim or a permanent Tax Collector, she said, and explained that the authority lies strictly and solely with the joint boards at a joint meeting as dictated by our Charter.
Atty. Roraback pointed out that this provision is from the General Statutes, and explained the corollary provision in the prior contract that said Dr. Crovo’s son would automatically become the Acting Tax Collector when need arose. He explained that the contract is now structured to place the appointment of that person within the jurisdiction of the City to make that determination based on the facts known to the City at that point in time. He clarified the difference between the Assistant Tax Collector and the Acting Tax Collector and Mayor Carbone noted that the Acting Tax Collector is a decision that must be made by the joint boards, while the Assistant Tax Collector will provide for seamless day-to-day operations in an interim.
Atty. Roraback asked the boards to ensure that their vote clearly reflect in the minutes that the resolution as presented by the Mayor has been adopted.
Mayor Carbone repeated the motion on the floor: “ To adopt the resolution that authorizes the Mayor to execute these documents and keep in mind that it is all effective only upon the execution and delivery of the Tax Collector Services Agreement.”
Atty. Roraback repeated that you can’t have one without the other. (*agreement and resolution)
The Board of Finance voted 5/1, with Mr. Lamoin opposed, to adopt the following resolution:
RESOLVED, that the Board of Councilmen and the Board of Finance for the City of Torrington do hereby appoint Launa Goslee as the Tax Collector for the City of Torrington effective upon the execution and delivery of the Tax Collector Services Agreement, defined below, and receipt by the City of Torrington of confirmation of the availability of a revolving line of credit in the principal amount of up to $7,000,000.00 (the “Line of Credit”) in accordance with said Tax Collector Services Agreement;
FURTHER RESOLVED, the Board of Councilmen and the Board of Finance for the City of Torrington do hereby approve and authorize the City of Torrington to (i) enter into the Tax Collector Services Agreement by and among the City of Torrington, Launa Goslee and Torrington Tax Collector, LLC (the “Tax Collector Services Agreement”) setting forth the terms and conditions of such appointment and term of office and (ii) assign the Tax Liens and the Tax Receivables, as defined in said agreement, and consent to the collateral assignment of Tax Liens and the Tax Receivables as security for the Line of Credit, as set forth in the Tax Collector Services Agreement. A copy of said Tax Collector Services Agreement is substantially in the form attached hereto.
FURTHER RESOLVED, the Board of Councilmen and Board of Finance for the City of Torrington do hereby authorize the Mayor of the City of Torrington to negotiate, execute and deliver the Tax Collector Services Agreement on behalf of the City of Torrington upon such terms and conditions as the Mayor approves and to do and perform all acts and things which she deems necessary or appropriate to carry out the terms of such Tax Collector Services Agreement and to negotiate, execute and deliver any other documents she deems reasonable or necessary to confirm the aforesaid appointment or related to said Tax Collector Services Agreement or to carry out the foregoing resolutions, all with such changes, and in such form, as she may approve.
TAX COLLECTOR APPOINTMENT, City Council
On a motion by Councilor Anderson, seconded by Councilor Ruwet, the Council voted 4/0 to appoint the Tax Collector, obliged to fulfill the contractual obligations of the “Tax Collector Appointment Terms and Conditions”, contingent upon the completion of the loan documents. Councilor Cavagnero abstained.
TAX COLLECTOR APPOINTMENT, Board of Finance
On a motion by Mr. Rubino, seconded by Mr. Scoville, the Board of Finance voted 5/1 with Mr. Lamoin opposed, to appoint a Tax Collector, obliged to fulfill the contractual obligations of the “Tax Collector Appointment Terms and Conditions”.
ADJOURNMENT
On a motion by Councilor Ruwet, seconded by Mr. Scoville, the Council voted unanimously to adjourn at 7:54 p.m.
ATTEST: JOSEPH L. QUARTIERO, CMC
CITY CLERK
Carol L. Anderson, MCTC, CMC
Asst. City Clerk
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