MINUTES of the ANNUAL MEETING of the ERIE COUNTY WATER AUTHORITY held in the office, 295 Main Street, Room 350, Buffalo, New York, on the 3 rd day of May 2018. 345 PRESENT: Jerome D. Schad, Commissioner Mark S. Carney, Commissioner Karl J. Simmeth, Jr., Commissioner Terrence D. McCracken, Secretary to the Authority Robert J. Lichtenthal, Jr., Deputy Director Earl Jann, Executive Director Russell J. Stoll, Executive Engineer Karen A. Prendergast, Comptroller Daniel J. NeMoyer, Director of Human Resources Jacqueline Mattina, Deputy Associate Attorney Darlene Sikorski-Petritz, Deputy Associate Attorney Richard Planavsky, Chief Business Officer Manager/Budget Director John J. Mogavero, Chemist/Chief WTPO Paul J. Whittam, Director of Water Quality Susan L. Rinaldo, Cash Manager Joseph T. Burns, Deputy Administrative Director Anthony Alessi, Claims Representative/Risk Manager Steven V. D Amico, Business Office Manager ATTENDEES: Sean Dwyer Mike Wymer CALL TO ORDER PLEDGE TO THE FLAG I. - ROLL CALL ITEM 1 - NOMINATION OF TEMPORARY SECRETARY appoint Robert J. Lichtenthal, Jr. as Temporary Secretary for the Annual Meeting.
346 ITEM 2 - NOMINATION OF TEMPORARY CHAIRMAN Motion by Mr. Jerome Schad seconded by Mr. Karl Simmeth and carried to appoint Mark Carney as Temporary Chairman for the Annual Meeting. ITEM 3 - NOMINATION OF CHAIRMAN Nominations were opened for the office of Chairman. Motion by Mr. Mark Carney seconded by Mr. Karl Simmeth and carried to nominate Jerome Schad as Chairman of the Erie County Water Authority for the ensuing year. that nominations be closed. Motion by Mr. Mark Carney seconded by Mr. Karl Simmeth and carried to move Chairman. Motion carried to elect Jerome Schad as Chairman. At this point, Mr. Mark Carney turned the meeting over to the newly elected ITEM 4 - NOMINATION OF VICE CHAIRMAN Nominations were opened for the office of Vice Chairman. Motion by Mr. Karl Simmeth seconded by Mr. Jerome Schad and carried to nominate Mark Carney as Vice Chairman of the Erie County Water Authority for the ensuing year. Motion by Mr. Karl Simmeth seconded by Mr. Jerome Schad and carried to move that nominations be closed. Motion carried to elect Mark Carney as Vice Chairman.
ITEM 5 - TREASURER Nominations were opened for the office of Treasurer. Motion by Mr. Mark Carney seconded by Mr. Jerome Schad and carried to nominate Karl Simmeth as Treasurer of the Erie County Water Authority for the ensuing year. that nominations be closed. Motion by Mr. Mark Carney seconded by Mr. Jerome Schad and carried to move 347 Motion carried to elect Karl Simmeth as Treasurer. ITEM 6 - SECRETARY Nominations were opened for the office of Secretary. nominate Terrence McCracken as Secretary to the Erie County Water Authority for the ensuing year. that nominations be closed. move Motion carried to elect Terrence McCracken as Secretary to the Erie County Water Authority. ITEM 7 - ASSISTANT TREASURER Nominations were opened for the office of Assistant Treasurer. nominate Daniel NeMoyer as Assistant Treasurer of the Erie County Water Authority for the ensuing year.
348 that nominations be closed. move Motion carried to elect Daniel NeMoyer as Assistant Treasurer. ITEM 8 - ASSISTANT SECRETARY Nominations are open for the office of Assistant Secretary. nominate Robert J. Lichtenthal, Jr. as Assistant Secretary to the Erie County Water Authority for the ensuing year. that nominations be closed. move Authority. ITEM 9 - Motion carried to elect Robert J. Lichtenthal, Jr. as Assistant Secretary to the RENEWAL OF COMMERCIAL CRIME POLICY Motion by Mr. Karl Simmeth seconded by Mr. Mark Carney and carried that the Erie County Water Authority ratify the continuation of Public Employee Dishonesty coverage in the amount of $250,000 for the scheduled positions of Treasurer and Bill Collector and $500,000 for all other employees. ITEM 10 - AUTHORIZATION TO DESIGNATE DEPOSITORIES FOR FUNDS
349 Motion by Mr. Jerome Schad seconded by Mr. Mark Carney had and carried that the Erie County Water Authority designate the financial institutions listed below as depositories for funds collected by the Treasurer: BANK ON BUFFALO JP MORGAN CHASE BANK, N.A. JP MORGAN SECURITIES LLC KEY BANK OF NEW YORK M&T BANK MANUFACTURERS & TRADERS TRUST COMPANY/ WILMINGTON TRUST, N.A. UBS FINANCIAL SERVICES, INC. And furthermore, the Treasurer is hereby authorized and directed to execute all necessary signature cards and other financial institution documents necessary for funds collected by the Treasurer to be deposited in the named institutions. ITEM 11 - AUTHORIZATION TO APPROVE THE FOLLOWING TO EXECUTE ERIE COUNTY WATER AUTHORITY CHECKS ON BEHALF OF THE ERIE COUNTY WATER AUTHORITY authorize the following to execute Erie County Water Authority checks on behalf of the Authority: Assistant Treasurer Executive Director Secretary to the Authority Treasurer ITEM 12 - AUTHORIZATION TO APPROVE THE FOLLOWING TO MAKE WIRE
350 TRANSFERS ON BEHALF OF THE ERIE COUNTY WATER AUTHORITY authorize the following to make wire transfers on behalf of the Erie County Water Authority: Assistant Manager of Accounting Services Cash Manager Ayes: Three; Commrs. Anderson Schad and Simmeth ITEM 13 - AUTHORIZATION FOR THE FOLLOWING TO APPROVE WIRE TRANSFERS VIA BANK CALL BACKS ON BEHALF OF THE ERIE COUNTY WATER AUTHORITY authorize the following to approve wire transfers via bank call backs on behalf of the Erie County Water Authority: Business Office Manager Chief Account Clerk Comptroller
351 ITEM 14 - AUTHORIZATION TO APPROVE THE FOLLOWING TO MAKE AUTOMATED CLEARING HOUSE (ACH) TRANSFERS ON BEHALF OF THE ERIE COUNTY WATER AUTHORITY authorize the following to make payroll ACH transfers on behalf of the Erie County Water Authority: See attached list APPROVED STAFF FOR ACH TRANSFERS NYS Retirement Payroll Direct Deposit Payroll Withholding Taxes Accounts Payable Asst. Mgr. of Accounting Services X X X X Cash Manager X X X Comptroller X X X X
352 ITEM 15 - AUTHORIZATION TO APPROVE THE FOLLOWING TO VIEW ALL DEPOSITORY, COLLATERAL AND INVESTMENT ACTIVITY ON THE INTERNET ON BEHALF OF THE ERIE COUNTY WATER AUTHORITY authorize the following to view all depository, collateral and investment activity on the Internet on behalf of the Erie County Water Authority: Assistant Manager of Accounting Services Business Office Manager Cash Manager Chief Account Clerk Comptroller Deputy Director ITEM 16 - AUTHORIZATION TO APPROVE THE FOLLOWING TO EXECUTE ALL FEDERAL AND STATE TAX RETURNS ON BEHALF OF THE ERIE COUNTY WATER AUTHORITY authorize the following to execute all Federal and State Tax Returns on behalf of the Erie County Water Authority: Assistant Manager of Accounting Services Cash Manager Comptroller
353 ITEM 17 - AUTHORIZATION TO APPROVE THE ERIE COUNTY WATER AUTHORITY S PURCHASING POLICY approve the attached Erie County Water Authority s Purchasing Policy for the ensuing year or until such time as the Erie County Water Authority deems it necessary to amend said Policy.
354 ERIE COUNTY WATER AUTHORITY PURCHASING POLICIES Revised 04/30/2013
355 INDEX I POLICY Mission Statement....1 Code of Ethics.... 1 Open Vendor Policy... 2 Freedom of Information... 2 Disadvantaged Business Opportunity... 2 Procurement Disclosure Policy... 3 POLICY Mission Statement The Erie County Water Authority purchases goods and services according to its enabling legislation and charter granted by the State of New York. The purpose of this Policy and Guideline is to assist each department in the procurement process, while protecting the Erie County Water Authority and its rate payers by promoting fairness in contracting with the business community. The Authority maintains an Open Vendor Policy and welcomes any and all potential bidders. MBE/WBE/DBE must be certified by the State of New York and/or the County of Erie for acceptance. The Authority will consider all such business interests. The Authority s Central Purchasing Office oversees a bidding process for informal purchases and supervises all purchasing. The Office of the Secretary to the Authority supervises all formally bid purchases. The Authority welcomes purchases through contracts let by the County of Erie and State of New York Office of General Services. The Guidelines are a deliberate effort to balance the need to preserve open and fair competition with the goal of allowing each department flexibility to procure in a manner which contributes to the fulfillment of their operational mission. CODE OF ETHICS The Erie County Water Authority has adopted a Code of Ethics Policy, which all buyers are responsible for being familiar with and must adhere to in the procurement process. The policy can be found at ecwa.org.
356 Open Vendor Policy The Erie County Water Authority invites all vendors to bid in an open-competitive environment. A vendor may forward to the Central Purchasing Department, by way of U.S. mail, e-mail, internet, or fax, all relevant information pertaining to their enterprise. A new Vendor Application form is available on the ECWA website. A list of approved vendors is developed from this information. Requests for bids or quotes will be solicited off this list. Buyers select appropriate vendors from the Vendor List for bids and quotes. Vendors are required to meet our credit and insurance requirements. Certificates of Insurance are required to be current and approved by Risk Management. Freedom of Information The Erie County Water Authority maintains and adheres to all related Freedom of Information regulations. To ensure proper response, requests should be made in writing to the Secretary of the Authority. Telephone requests on results of informal purchases may be made to buyers. Response by this method is at the convenience of the Authority. Disadvantaged Business Opportunity It is the desire of the Erie County Water Authority to promote and assist participation by DBEs, MBEs and WBEs and facilitate a fair share of the awarding of contracts. The Director of EEO shall maintain a list of all MBE, WBE and DBE entities certified to perform public work, supply items for purchase contracts or perform personal or professional services of a kind and nature which may be needed by the Authority. Buyers will be responsible for referencing such list prior to the publication of a notice of procurement opportunity or informal solicitation to determine the availability of certified DBE, MBE and WBE entities.
357 PROCUREMENT DISCLOSURE POLICY Vendor and Employee Responsibility It is the responsibility of all Erie County Water Authority vendors and employees to understand the Policy and State statutes on Procurement Lobbying and recognize that during the Restricted Period, all contacts with vendors must be through the designated contact person or Procurement Officer exclusively. Purpose As a public benefit corporation, the Erie County Water Authority (the Authority ) must conduct its operations in a manner that best serves the interests of its rate payers and the general public. The Authority expects all members, officers and employees to comply and cause the Authority to adhere to all the laws and regulations governing business transactions, including State Finance Law 139j and 139k (the Statutes ). This Procurement Disclosure Policy is intended to assure the Authority s procurement process conforms to the requirements of the statutes. Article 1 Definitions Article of Procurement A commodity, service, technology, public work, construction, revenue contract; the purchase, sale or lease of real property; or an acquisition or granting of other interest in real property that is the subject of a Governmental Procurement. Contact Any oral, written or electronic communication with a Governmental Entity under circumstances where a reasonable person would infer that the communication was intended to influence the Governmental Procurement. Governmental Entity Any department, board, bureau, commission, division, office, council, committee or officer of the public authority and/or public benefit corporation. Offerer The individual or entity, or any employee, agent, consultant or person acting on behalf of such individual or entity, that contacts a Governmental Entity about a Governmental Procurement during the Restricted Period of such a Governmental Procurement.
358 Procurement Contract Any contract or other agreement for an Article of Procurement involving an estimated annualized expenditure in excess of Ten Thousand Dollars ($10,000). Grants, Article 11b State Finance Law contracts (i.e. any contract providing for a payment under a program appropriation to a not-for-profit corporation), intergovernmental agreements, railroad and utility force accounts, utility relocation project agreements or orders and eminent domain transactions shall not be deemed procurement contracts. Procurement Officer The authorized contact person for a Governmental Procurement. Procurement Record The procurement record is the collection of all documents related to a purchase. Documentation of contacts during the Restricted Period are attached to the Project File, and/or the Purchasing System. Proposal Any bid, quotation, offer, or response to the Authority s solicitation of submissions related to a procurement. Restricted Period The period of time commencing when by way of resolution the Board of Commissioners authorize to advertise and/or solicit a Request for Proposal, or bid and/or any other method of soliciting a response from Offerers, intending to result in a procurement contract, and ending with the contract awarded by the Board. Solicitation Materials Any written materials or invitations, electronic or otherwise. Article 2 Ethics Officer The Ethics Board shall be the voting members of the Board of Commissioners. On an annual basis, the voting members of the Authority shall appoint a Chairperson of the Ethics Board. For the purpose of this Policy, that person shall be designated as the Ethics Officer. Article 3 Procurement Officers For each and every governmental solicitation subject to this Statute, the Executive Director and/or Director of Administration shall recommend for Board approval a
359 Procurement Officer, who shall be the designated contact person to whom Offerers shall make all contacts during the Restricted Period. Article 4 Contacts by Offerers All contacts between an Offerer and the Authority during the Restricted Period for each procurement contract (annualized in excess of $10,000) shall be made through the applicable Procurement Officer, unless one of the following exceptions applies: (a) (b) (c) (d) (e) (f) (g) Submission of written proposals in response to a Request for Proposal, Invitation for Bid, or any other method of soliciting a response from Offerers intending to result in a procurement contract. Submission of written questions to a designated contact set forth in any solicitation materials. Participation in a pre-bid conference set forth in solicitation materials. Complaints made in writing addressed to any empowered legal authority, or addressed to the Authority s Board of Commissioners regarding the procurement process. Contact by Offerers, who have been tentatively awarded and have been so notified, for the sole purpose of negotiating the contract. Contact by an Offerer to designated Authority staff in which an Offerer requests the review of a procurement award. Contact by an Offerer before the award with the Claims Representative/Risk Manager regarding insurance, and/or, with the Director of Equal Employment Opportunity regarding certifications, relative to meeting terms of the contract to insure that the contract obligations can be met. Article 5 Prohibited Offerer Activities In addition to utilizing the designated Procurement Officer for all contacts with the Authority, the following additional rules apply to the Offerer: (a) Offerer should not attempt to influence the Authority s procurement in a manner that would result in a violation of any State or Authority ethics or conflict of interest statute or policy.
360 (b) Offerer is prohibited from contacting any member, officer, or employee of a governmental entity other than the Authority (see Law for exceptions) during the Restricted Period of a pending procurement.
361 (c) Article 6 Procurement Record The procurement record is the entire document or documents related to a purchase. Article 7 Required Disclosure The Authority shall incorporate into its Solicitation Materials a summary of the policy and prohibitions of the Statutes, as well as any and all rules, regulations and standard Authority Policies and Procedures for said RFP, quotations or bid. Article 8 Requirements of the Authority Prior to Awarding Procurement Contracts The Authority will make the final determination of award in accordance with its existing procurement procedures and in compliance with its Code of Ethics Policy, Conflict of Interest Policy, and State Finance Law provisions. Article 9 Procedure for Alleged Violation of Inappropriate Contacts (a) (b) (c) (d) Any member, officer, or employee of the Authority who becomes aware that an Offerer may have violated this Policy or the Statutes shall immediately notify the Ethics Officer who shall immediately investigate. If the Ethics Officer finds there is sufficient cause to believe the alleged violation has occurred, he/she shall provide the violating Offerer reasonable notice (in the form of a certified letter, return receipt requested) informing them of the allegations and providing them with the opportunity to be heard regarding said allegations. Following the opportunity to be heard, if the Ethics Officer determines that the Offerer has knowingly and willfully violated this Policy, the aforementioned Statutes, or any other applicable procurement disclosure standards affecting members, officers, or employees of the Authority, the Offerer shall be subject to sanctions described in Article 10 hereof. The Ethics Officer shall report violations to the ethics officer of the appropriate state agency responsible for reviewing or investigating such matters at the Authority and shall be designated as the person to receive similar communications.
362 Article 10 Sanctions Upon a finding by the Ethics Officer that an Offerer has knowingly and willfully violated this Policy, the aforementioned Statutes, or any other applicable procurement disclosure standards affecting members, officers, or employees of the Authority, the Offerer shall be subject to the following sanctions, as well as any other penalty permitted by law: (a) The Offerer shall be deemed non-responsible and shall not be awarded the Procurement contract unless the following special circumstances exist: i. The award to the offending Offerer is necessary to protect the public property or public health or safety; and/or ii. The offending Offerer is the only source capable of supplying the required article of procurement within the necessary time frame. (b) In addition, the Ethics Officer shall notify the State Office of General Services of the finding of non-responsibility. A second finding of non-responsibility within a four-year period will render the Offerer and its subsidiaries ineligible to submit a proposal or to be awarded any Procurement Contract for a period of four (4) years from the date of the second finding of non-responsibility (unless a special circumstance as outlined in Section A of the State Finance Law). Erie County Water Authority Report of Contact Background New York State Finance Law 139-k (4) obligates every Governmental Entity during the Restricted Period of a Procurement Contract to make a written record of any Contacts made. The term Contract is defined by statute and refers to those oral, written or electronic communications that a reasonable person would infer are attempts to influence the Governmental Procurement. In addition to obtaining the required identifying information, the Governmental Entity must inquire and record whether the person or organization that made the Contact was the Offerer or was retained, employed or designated on behalf of the Offerer to appear before or Contact the Governmental Entity. It should be noted that State Finance Law 139-k (6) provides: Any communications received by a governmental entity from members of the state legislature, or legislative staffs, when acting in their official capacity, shall not be considered to be a contact within the meaning of this section and shall not be recorded by a governmental entity pursuant to this section. Instructions This form is for each Procurement Contract governed by State Finance Law 139-k. All recorded Contacts shall be included in the procurement record for the Procurement
363 Contract. This form was designed to collect information about initial and subsequent Contacts on the specified procurement contract during the Restricted Period. However, a separate form must be completed for each person or organization that Contacts the Authority about each Procurement Contract. Additional information and guidance on the restricted period and permissible Contacts can be found in the guidelines issued by the Advisory Council on Procurement Lobbying, which can be found :http://www.ogs.state.ny.us/aboutogs/regulations/defaultadvisorycouncil.html. Every Offerer and those designated, employed or retained by Offerers must be informed of the intention to record the Contact. It is also the Authority s responsibility that information is provided to Offerers and others on the statutory Restricted Period, Designated Contacts and the Permitted Contacts.
364 Erie County Water Authority Report of Contact Under State Finance Law 139-k (4) Procurement Record Regarding the following Project No. Vendor No. Master Purchase Order No. Contract No. Budget Item No. Purchase Order No. Designated project contact persons of record (Name and Title) Was the person making the Contact informed that the Contact would be documented? Yes No I had contact with the below named individual(s) regarding the above identified procurement. The term contact is defined in State Finance Law 139-k (1) (c). In accordance with State Finance Law 139-k (4), the following information was obtained. Name Occupation Company Telephone No. Address Is the above named person or organization the Offerer in this governmental procurement? Yes No If no, was the above named person or organization retained, employed or designated by the Offerer to: - appear before the governmental entity about the governmental procurement? Yes No - contact the governmental entity about the governmental procurement? Yes No Contact List Dates: Summary of contact (e.g., email, letter, conversation) and topic of the communication Use additional pages or copies of written communications as necessary. Also properly identify all attachments. Designated Contact Person: (Signature) Date: I:\FORMS\PURCHASING-FORMS\ReportofContactForm.doc
365 ITEM 18 - AUTHORIZATION TO APPROVE AND EXECUTE PURCHASE ORDERS AFTER DEPARTMENTAL AND BOARD APPROVAL approve the Director of Administration and, in the absence of the Director of Administration the Comptroller to authorize and execute purchase orders after departmental and Board approval. ITEM 19 - AUTHORIZATION TO APPROVE AND EXECUTE ASSOCIATED PURCHASING AGREEMENTS, WARRANTEES AND MAINTENANCE AGREEMENTS ON DEPARTMENTAL AND BOARD APPROVED PURCHASE ORDERS NOT TO EXCEED AN AGGREGATE OF $20,000 PER CALENDAR YEAR PER VENDOR approve the Director of Administration to authorize and execute associated purchasing agreements, warrantees and maintenance agreements on departmental and Board approved purchase orders not to exceed an aggregate of $20,000 per calendar year per vendor.
366 ITEM 20 - AUTHORIZATION TO APPROVE ECWA MEMEBERSHIP AND PARTICIPATION IN JOINT PURCHASING ALLIANCES AS PERMITTED BY LAW approve the Director of Administration to authorize and execute membership agreements, and other documents as needed, to enter into joint purchasing associations and alliances as deemed appropriate and permitted by law, and for the Director of Administration to have supervisory capacity to manage these procurement relationships. ITEM 21 - AUTHORIZATION TO APPOINT A LABOR-MANAGEMENT HEALTHCARE COALTION REPRESENTATIVE appoint Karen A. Prendergast, Comptroller as the Authority s representative for the Labor-Management Healthcare Coalition, Inc. for the ensuing year.
367 ITEM 22 - COMMITTEES AND BOARDS approve that the following committee and board assignments for the coming year be made and that the Chairman of the Erie County Water Authority will continue to be empowered to name new committees and assign members. Finance Committee Audit Committee Governance Committee Ethics Board Jerome D. Schad, X X X X Chairman Mark S. Carney, Vice X X X X Chairman Karl J. Simmeth, Jr. Treasurer X X X X ITEM 23 - ADJOURNMENTMotion by Mr. Simmeth seconded by Mr. Schad and carried to adjourn this annual organization meeting until the next organization meeting to be held on the first regularly scheduled board meeting after the 27 th day of April, 2019. PJF Terrence D. McCracken Secretary to the Authority