[Rich, 01:40]

• Called to order at 20:00.
• Article 8 - Special Places:
  • Mr. Ruderman said the Historical Commission endorsed the substitute motion and was opposed to the proposed amendment and the no action recommendation. He said the Historical Commission holds frequent meetings and does not feel it will be overburdened with new properties it would have to supervise. He said there is no need for a waiver because the Commission does not have to follow hard and fast rules. In response to Mr. Greeley's question about what is the problem that needs to be fixed, he mentioned a proposed 50-unit development at the Time Olds/Osco site and the condos at Cutter Mill.
  • Mr. Kohl said he was in favor of the amendment and the no action recommendation and against the substitute motion. He felt that the ARB's power of environmental design review already covers the problems Mr. Ruderman discussed. Mr. Kohl said he considered the substitute motion "patently unfair" to abutters and reiterated the unfairness of the "taint" following through subdivisions.
  • Mr. Leone said regulation needs to be proactive. He said if we want to protect special places we need to pass this bylaw now. He said that the Historical Commission tries to work with owners, and that the 100' number was reasonable over would not burden the Historical Commission. He said the Town has not tried to capitalize on its historic and cultural resources and needs to prevent them from being degraded.
  • Mr. Gilligan said he was against the amendment as he said it would allow appointed officials to fail to do their jobs. He said the Town was at a nexus about what it should look like and that the ABC study called for protecting and leveraging historic and cultural resources. He asked that the amendment be voted down and the substitute motion be approved.
  • Mr. Cleinman moved the previous question - debate terminated.
  • Carreiro amendment defeated.
  • Motion to substitute Mr. Leone's motion for the no action recommendation of the BoS approved 73-72.
  • BoS recommendation as substituted approved 79-78.
• Article 16 - Refuse Contract:
  • BoS recommended a vote that the Town endorse the agreement with Wheelabrator for trash disposal service from 2005 to 2010.
  • Ms. Galkowski said the current NESWC contract with Wheelabrator (hereafter WNA) requires the Town to negotiate in good faith with WNA and not issue RFPs until after such negotiations fail. On top of that, WNA has a 90-day right of first refusal over any bids the Town receives. She said the service agreement for 2005-2010 is simple -- there is a fixed price per ton (which increases from $64/ton in 2005 to $73/ton in 2010), no guaranteed annual tonnage, and no provisions to hold the Town liable for costs caused by change of law. She said the non-service-related terms were more objectionable, particularly a scheme called "flip up refinancing". She said the member towns deposit money into a fund which each July is used for that year's payments on the towns' debt service liability to WNA. In a flip-up, WNA's parent Waste Management (hereafter WM) would issue bonds to pay off WNA's debt and in return take the towns' funds. NESWC would be paid $940,000 by WM each time this was done. The advantage to WM is that it would be able to issue the bonds on a tax-exempt basis and thus have lower borrowing costs. Such a transaction would in no way extend the Town's indebtedness to WNA or WM, but could conceivably expose the Town to suit from the new bondholders. Ms. Galkowski said that one NESWC lawyer said the contract was good and significantly simpler than the current one. She said another NESWC lawyer said the proposed tip fees are favorable and are on the lower end of market rates. She said the Town decided to hire its own lawyer (a Mr. Shortsleeve) to review the contract who then also consulted with a NYC law firm. He said he felt the prices were $5-$7/ton too high by comparison with Brookline, but the NYC firm said the rates were fair and that a comparison to Brookline was not proper since Brookline owns its own transfer station. Mr. Shortsleeve was also worried about indemnification language relative to the flip-up financing and to environmental issues. Ms. Galkowski said the NESWC lawyers say the indemnification language is pretty good and that a flip-up will not cause liability to the Town. She urged favorable action.
  • Mr. Tosti said FinComm recommended no action 15-1 due to a lack of information on key terms, especially given the bad experiences the Town has had with WNA in the past.
  • Mr. DeCoursey (a member of the FinComm subcommittee who looked into the contract) said that Mr. Shortsleeve was worried that while there is language in the agreement saying there is the intent to indemnify the towns from flip-up liability, there is no actual indemnification language. Mr. DeCoursey reported NESWC lawyers said no such language would be drafted until a proposed flip-up was put in progress, due to the cost around such a transaction. Mr. DeCoursey said FinComm found the tip fees to be acceptable. He said that while NESWC lawyers say the environmental indemnification is better than that currently exists, FinComm wonders if better language would be given if the Town was an "off-the-street" customer or went to a WNA competitor.
  • Mr. Bernardin, noting how high the tip fees are in the remainder of the current contract, asked if there was a way to renegotiate them. Mr. Wooster (NESWC executive director) said there was not, as all 23 communities would have to agree to do so and few or none of the desire to do so at this point. Mr. Wooster also pointed out that the "vast majority" of the tip fees go to bondholders, so there is little room to reduce rates.
  • Mr. Cleinman said he would follow what FinComm recommends. He said the Town has had horrible experiences with WNA and cannot believe everything is "all right". Referring to the figures in the BoS report, he asked if the Town would pay yes if it generated less trash. Mr. Wooster said it would. He asked why WNA has a right of first refusal. Mr. Wooster said the existing contract mandates that, but pointed out that the proposed contract does not have such a requirement. Mr. Cleinman urged the meeting to vote down the BoS recommendation.
  • Mr. Taber asked for more information on the flip-up transaction. Mr. Hale (attorney at Palmer & Dodge, representing NESWC) said that it is a way to WM to get financing at tax-exempt interest rates. He said WM can flip-up if the member towns are indemnified and have any ancillary costs the process imposes on them paid for. He said the towns' indebtedness ends in 2005, flip-up or not. Mr. Taber asked why the flip-up provision is in the contact. Mr. Hale said that WM considers it an item in what it views as a package negotiation. Mr. Taber said he was not impressed by the provision and that he was upset with timing that brought something of this importance before TM on possible the last evening of the meeting. Ms. Galkowski said the contract had actually been negotiated back in February, but that the Town has been trying to gather more information and evaluate it better since then.
  • Mr. Chaput said he could not support the contract. He wondered how many more years the plant had left, and what costs would be imposed on the Town if it had to be rebuilt. Mr. Wooster said that the plant has another 20 or so years left and that NESWC was not looking for a contract longer than 5 years in order to avoid "change of law" language. He said the contract does not expose the Town to any repair costs.
  • Ms. Harrington asked for a total of 15 minutes, which was approved on a voice vote after there were objections to her request. She said the whole thing is very confusing and that she has many concerns. She asked if a flip-up could happen without Arlington TM approval. Mr. Hale said a flip-up would require the approval of only a majority of NESWC communities and so could happen without TM approval. Ms. Harrington asked if the tip fee numbers were tied to a flip-up. Mr. Wooster said the tip fee numbers stay the same even if NESWC refused to allow a proposed flip-up. Ms. Harrington said she liked the flip-up provision even less, since the Town could be forced to participate even if it felt it was not properly affected. She said she worried that a plain "no action" vote would provide no information to WNA about what TM did not like. She asked how the indemnification language compares to would the Town would receive as an "off-the-street" customer. Mr. Tucker (attorney for Piper and XXXX, another firm representing NESWC) said that the language in the current contract is horribly one-sided in favor of WNA and that the proposed language is much better. He said liability would turn on whether it arose from a WNA action or from something the Town sent. WNA would have two years to inform the Town of an unacceptable shipment. If WNA failed to do so, the Town would be off the hook for that shipment. He said he felt that terms offered to an "off-the-street" customer would be less favorable than the proposed terms. Ms. Harrington offered an amendment which would condition TM endorsement of the contract on WNA abandoning the flip-up provision and offering environmental indemnification language that addressed the concerns of Mr. Shortsleeve and Town Counsel.
  • Mr. Norton asked what happens if TM votes no action. Mr. Maher said the Town Manager can sign the contract regardless, but quite probably would not do so absent TM endorsement. If there is no endorsement, the Town would have to go out to bid. Mr. Maher expressed concern that we would receive no bids, or bids more expensive than what has been offered. After expressing "shame" and "humility" over favorably recommending the original contract 18 years ago, Mr. Maher said turning down this one would be an action that TM "would regret." Mr. Norton asked if there was a to extend the 30 June deadline. Mr. Wooster said there was not.
  • Mr. Deyst offered an amendment to condition the endorsement on "...the Board of Selectmen and the Finance Committee voting to support provisions relating to flip-up refinancing and indemnification".
  • Mr. Tosti said FinComm voted no action due to lack of information, not that the contract is necessarily bad. He said Ms. Harrington would be invited to any meeting FinComm had on the issue.
  • Ms. Weaver asked how NESWC members had approved the contract. Mr. Wooster said he knew of none, though some may have.
  • Mr. Holman said the article should be dealt with on Wednesday and that he does not like seeing WM/WNA receive the benefits of tax-exempt financing.
  • Ms. LaCourt asked if there were separate contracts for trash pickup and disposal and was told there were. She asked why a 5-year contract was negotiated. Ms. Galkowski said a 5 year-option gave the best rates.
  • Mr. Kohl asked exactly what the right of first refusal meant. Mr. Hale said it means that WNA would have to honor the exact terms of the contract the Town negotiated with the other provider should WNA choose to exercise its right. Mr. Kohl asked what happens if the plant closes or cannot take the Town's waste. Mr. Hale said the proposed contract says that if the plant closes due to force majeure, WNA is obliged to take trash, at the contracted tip fee (with a minimal incremental cost to the Town to cover additional transport), for 220 days. If the closing is not due to force majeure, WNA must accept trash at the contracted tip fee for the remainder of the contract. Mr. Kohl asked for more flipup details. Mr. Hale said the flip-up bonds would actually be issued through a state agency and that there would be no obligations on the Town other than to follow the terms of the contract. Mr. Kohl stated he was against the "shell game" of flip-up.
  • Mr. Gilligan said he was concerned about taking the vote this evening, that a prohibition on RFPs does not prevent the Town from contacting disposal providers for information, and wondered where the evidence of the supposed due diligence was.
  • Mr. Norton moved to table -- tabled.
• Article 37 - Early Retirement: BoS recommended a vote of no action which was approved.
• Article 38 - Education Reform: BoS recommended a vote of no action which was approved unanimously.
• Article 39 - Education Reformt: BoS recommended a vote of no action which was approved unanimously.
• Article 54 - Budgets:
  • The Moderator asked FinComm if they had anything more to discuss. Hearing a negative answer, he declared the article disposed of and closed.
  • Mr. Rehrig asked if FinComm was planning to amend earlier actions so that the "found" $1,000,000 would go 75% to the schools instead of 56%. Mr. Tosti said no.
  • Article declared closed.
• Article 44 - CBA/Local 680:
  • FinComm unanimously recommended approving a FY03 contract to give Local 680 a 3% raise, to be funded in part from prior year's articles for this purpose and from $210,000 of this year's budget.
  • Mr. Taber said that the Town cannot keep giving 3% raises in light of Prop 2.5's limitations on Town revenues.
  • Ms. LaCourt asked if the money was in prior years' budgets. Mr. Galkowski said some was and some was not. She said the money from this year's appropriation was already factored into the budget.
  • Mr. Tosti said this was for a FY03 contract and that raises would be doubtful for any FY04 contracts. He said the Town needs to get health insurance givebacks and that some smaller ones have begun to trickle in.
  • Mr. Harrington said we could not really vote no since we had giving a similar FY03 contract to two other CBA entities at least year's ATM, but that the size of raises must be considered in the future.
  • Mr. Gee said Ms. Harrington's points were well-taken and that future raises should not be over 2.5%.
  • FinComm recommendation approved.
• Article 45 - CBA/NAGE: FinComm recommended no action since no FY04 agreement has been reached with NAGE. No action approved unanimously.
• Article 46 - CBA/Library: FinComm recommended no action since no FY04 agreement has been reached with the library union. No action approved unanimously.
• Article 47 - CBA/Local 1297 Firefighters:
  • FinComm recommended no action.
  • Ms. Galkowski presented a substitute motion to approve an arbitrator's decision on the FY03 contract to award the union a 3% raise.
  • Mr. Maher said that this article was different than others since it came from an arbitrator's award, not a mutually reached outcome. He said the only thing awarded was the 3% raise and that both sides lost on issues they had brought up. He said that due to the law's requirement that he, as bargaining agent for the town, advocate for the award, he felt he could not ethically answer legal questions on this article and hired in outside counsel to answer legal questions TM might have.
  • Mr. Tosti said FinComm was unanimous on no action. He said FinComm is treating this article differently because the other unions allowed co-payment increases but this one did not. He said the Town has been giving out "extras" over the past few years and that expecting health insurance givebacks was reasonable. He said that if TM approved this contract no union would agree to givebacks.
  • Ms. Munsey said that since the Town had agreed to stick to what the arbitrator awarded, the Town must live up to its agreement.
  • Mr. Jefferson said he was a member of the Fire Department and was on the negotiating team. He said the unions who have made health insurance concessions did so on FY04 contracts, not on FY03 ones. He said the union is willing to make concessions, but on an FY04 contract. He also said the teachers got a 4% raise and did not have to make any concessions. He urged support of the increase for both fire and police.
  • Mr. Hughes moved the previous question - debate terminated.
  • Motion to substitute Ms. Galkowski's motion for that of FinComm's approved 124-44.
  • FinComm motion as substituted approved.
• Mr. Norton moved to adjourn.
• Meeting adjourned at 22:57 to Wednesday, 18 June, at 20:00.