REORGANIZATION MEETING - NOMINATION AND ELECTION OF OFFICERS

WANAQUE VALLEY
REGIONAL SEWERAGE AUTHORITY MEETING

MINUTES

Reorganization Meeting
February 25, 2009

The WANAQUE VALLEY REGIONAL SEWERAGE AUTHORITY conducted a Reorganization Meeting, which commenced at 6:20 P.M., in the Wanaque Valley Regional Sewerage Authority Administration Building, Wanaque, New Jersey with Chairman, Frank Covelli presiding.

ANNOUNCEMENT

Mrs. Maas, Recording Secretary read the following announcement.

This is the Reorganization Meeting of the Wanaque Valley Regional Sewerage Authority. Notice of this meeting was furnished to the Municipal Clerks of Ringwood, Wanaque, and West Milford together with a request that an additional copy of the Notice be posted in each Municipal Building. A copy of the notice was also sent to the North Jersey Herald News, the Record and the Trends. A copy of the notice will be filed with the minutes of this meeting.

SALUTE TO FLAG

Chairman, Frank Covelli, led the Flag Salute.

ROLL CALL

Mrs. Maas, Recording Secretary, took Roll Cal.

Commissioners Present: Andrew Bolduc, Harry Clark, Robert Hadley, Robert Moshman, Patrick Murray and Frank Covelli.

Also Present: Richard Miller, Esq., Williams, Caliri, Miller & Otley

Charles Ferraioli, Jr., Ferraioli, Wielkotz, Cerullo & Cuva

James Kelly, P. E., Boswell Engineering

Gregory White, Facilities Manager

Margaret Maas, Recording Secretary

The Chairman stated that before we begin he would like to recognize and welcome our newest Commissioner, Harry Clark, from the Township of West Milford. The Chairman commented that he has

some big shoes to fill, but that he is sure that he is up to the task. Commissioner Clark thanked the Chairman. The Chairman stated if there was anything we can do to bring you up to speed, to please let us know.

The Chairman stated that because we are going into Nomination and Election of Officers; he asked Mr. Miller if he should turn over the meeting to him. Mr. Miller stated that it was up to him, that he was the Chairman until someone else is elected.

NOMINATION AND ELECTION OF OFFICERS

The Chairman asked for the Nomination of Officers.

CHAIRMAN

The name of Frank Covelli was placed in nomination by Andrew Bolduc 2^nd by Robert Moshman. When there were no additional nominations, the Chairman declared the nominations closed and asked that all those in favor to state so by saying Aye.

Commissioners Bolduc, Clark, Hadley, Moshman, and Murray all stated Aye. Commissioner Covelli abstained MOTION CARRIED

NOMINATION AND ELECTION OF OFFICERS

VICE-CHAIRMAN

The name of Robert Hadley was placed in nomination by Robert Moshman, 2^nd by Harry Clark. When there were no additional nominations, the Chairman declared the nominations closed and asked that all those in favor to state so by saying Aye.

Commissioners Bolduc, Clark, Moshman, Murray and Covelli all stated Aye. Commissioner Hadley abstained.

MOTION CARRIED

TREASURER and SECRETARY

The name of Patrick Murray was placed in nomination for both positions by Robert Moshman, 2^nd by Robert Hadley. When there were no additional nominations for both of those positions, the Chairman declared the nominations closed and asked for all those in favor to state so by saying Aye.

Commissioners Bolduc, Clark, Hadley, Moshman and Covelli all stated Aye. Commissioner Murray abstained.

MOTION CARRIED

At this time Mr. Miller suggested that it might be advisable that the Authority have an Assistant Secretary, in case we run into a document requires the signature of both the Secretary and the Treasurer; we would have an Assistant Secretary available.

ASSISTANT SECRETARY

The name of Robert Moshman was placed in nomination by Harry Clark 2^nd by Andrew Bolduc. When there were no additional nominations, the Chairman declared the nominations closed and asked for all those in favor to state so by saying Aye.

Commissioners Bolduc, Clark, Hadley, Murray and Covelli all stated Aye. Commissioner Moshman abstained.

PROFESSIONAL SERVICES RESO. # 07-09

[JEM1]

WHEREAS, UNDER The New Jersey Public Contract Law, N.J.S.A. 40a:11-5(1), the Authority is authorized to award professional services Contracts without public bidding; and

WHEREAS, the Authority has solicited, by publication, proposals to fill the positions of General Counsel, Authority Auditor, Authority Engineer, Environmental Consultant, Risk Management Consultant and Bond Counsel: and

WHEREAS, the Authority has received proposals for each position and has determined to award such contracts on a Fair and Open basis considering the criteria set forth in the public Solicitation, together with other factors considered to be in the best interest of the Authority.

The Chairman stated that at the last meeting Mr. White gave a report on the number of professionals that responded to that discipline and it was reported in the minutes and that the file with those qualifications was available to both the Commissioners and the public.

The Chairman stated that with that said and unless he hears otherwise he would like a motion on Resolution # 07-09 which would appoint the following professionals and asked Mr. White to read the list aloud.

As General Counsel – the firm of Williams, Caliri, Miller & Otley

As Authority Auditor – the firm of Ferraioli, Wielkotz, Cerullo & Cuva

As Authority Engineer – the firm of Boswell Engineering

As Environmental Consultants – the firm of PMK/Birdsall

As Risk Management Consultant – the firm of McCarthy Forde, LLC

As Bond Counsel – the firm of Hawkins, Delafield, & Wood. LLP

MOTION Moved by Robert Hadley, 2^nd by Patrick Murray to adopt Resolution # 07-09

appointing the previously read list as Professionals to the Authority.

The Chairman asked if there were any questions or statements on this Resolution.

Upon hearing none the Chairman asked for a Roll Call.

On Roll Call Commissioners Bolduc, Clark, Hadley, Moshman, Murray and Covelli

all voted yes.

APPOINTMENTS RESO. # 08-09

The Chairman stated that Resolution #08-09 Appointments –is for the positions of Certifying Officer, Recording Secretary, Public Agency Compliance Officer, Open Public Records Act – Records Custodian, Qualified Public Purchasing Agent, NJUA-JIF Fund Commissioner and Alternate, BMD – Fund Commissioner and Alternate.

The Chairman asked Mr. White to fill in the names of the appointees for the Commissioners to vote upon.

Mr. White stated:

As Certifying Officer – Gregory White

As Recording Secretary – Margaret M. Maas

As Public Agency Compliance Officer – Gregory White

As Open Public Records Act – Records Custodian – Gregory White

As Qualified Public Purchasing Agent – Thomas Carroll, Wanaque Borough Administrator

As NJUA-JIF Commissioner – Frank Covelli – As Alternates Thomas Carroll and Gregory

White

As BMD – Fund Commissioner Frank Covelli - As Alternate Thomas Carroll

MOTION Moved by Robert Hadley, 2^nd by Robert Moshman to adopt Resolution # 08-09

appointing the previously read list of Appointees to the Authority

The Chairman asked if there were any questions or statements on this Resolution.

Upon hearing none the Chairman asked for a Roll Call.

On Roll Call Commissioners Bolduc, Clark, Hadley, Moshman, Murray and

Covelli all voted yes.

MOTION CARRIED

COMMITTEE APPOINTMENTS

The Chairman stated that these appointments are at the discretion of the Chair. The Chairman stated that everyone has a copy of past committee assignments in your packet this evening. The Chairman stated that anyone that would like to change their assignments to please let him know. He informed Commissioner Clark that he will be placed in the positions that Commissioner Bigger held.

The Chairman stated that he would like everyone to think on this and that it will be addressed at next month’s meeting.

DEPOSITORIES AND SIGNATORIES

The Authority wishes to adopt Resolution # 09-09 for:

SUNSHINE LAW RESOLUTION

WHEREAS, the "Open Public Meeting Law", P.L. 1975, c231, has been enacted by the State Legislature effective January 19th, 1976, and

WHEREAS, the Wanaque Valley Regional Sewerage Authority is desirous continuing to keep the public informed of its activities and to comply with the requirements of the aforesaid Act,

NOW, THEREFORE, THE AUTHORITY WISHES TO ADOPT

RESOLUTION #10-09:

1. In accordance with Section 1 of the Act, the Wanaque Valley Regional Sewerage Authority hereby announces that it shall hold regularly scheduled monthly meetings on the 4th Wednesday in each month in accordance with the following schedule, due consideration being given to legal holidays.

2. The Regular below listed meetings will be held at the William M. Gramlich Administration Building, 101 Warren Hagstrom Boulevard, Wanaque, New Jersey and will commence at 6:00 P.M. prevailing time.

February 25, 2009 August 26, 2009

March 25, 2009 September 23, 2009

April 22, 2009 October 28, 2009

May 27, 2009 November 25, 2009

June 24, 2009 December 23, 2009

July 26, 2009 January 27, 2010

MOTION Moved by Andrew Bolduc, 2nd by Robert Hadley to adopt Resolution

# 10-09 setting the dates and times of the meetings of the Authority.

The Chairman asked if anyone wished to have discussion on this matter. Upon hearing no response, the Chairman asked for a Roll Call

On Roll Call Commissioners Bolduc, Clark, Hadley, Moshman, Murray and Covelli all voted yes.

MOTION CARRIED

SUNSHINE LAW RESOLUTION Cont.

NOW, THEREFORE, THE AUTHORITY WISHES TO ADOPT RESOLUTION

#11-09.

3. In accordance with Section 3 of the Act, the newspapers to which all notices required by the aforesaid Act are to be sent shall be; the Record, the Herald News and the Suburban Trends. It was also indicated that the record would be the official newspaper for publishing legal advertisements.

4. The public places at which all notices shall be posted shall be the bulletin boards situated in the Municipal Buildings of the Borough of Wanaque, Borough of Ringwood, Township of West Milford and the Wanaque Valley Regional Sewerage Authority Administration Building.

5. A copy of this annual notice and any other notices required by the Act shall be filed with the respective Clerk's of the Borough of Wanaque, the Borough of Ringwood, the Township of West Milford, the Wanaque Borough Sewerage Authority and the West Milford Municipal Utilities Authority.

6. The sum of $25 .00 shall be fixed as a fee for the upcoming year to be paid in advance by those persons or organizations wishing to be notified of any and all meetings other than regularly scheduled meetings as set forth above.

7. The following schedule of fees is hereby adopted as being fair charges apply for seeking copies of the official documents and records of the Authority, under the so-called New Jersey Right-To-Know Law:

First to 10th page - $0.75 per page,

Eleventh to 20th page - $0.50 per page,

Twenty-first and subsequent pages - $0.25 per page

Plus postage.

MOTION Moved by Robert Hadley, 2nd by Robert Moshman to adopt Resolution

# 11-09 .

The Chairman asked if anyone wished to have discussion on this Resolution. Upon hearing no response, he asked for a Roll Call.

On Roll-Call Commissioners Bolduc, Clark, Hadley, Moshman, Murray and Covelli all voted yes.

MOTION CARRIED

SUNSHINE LAW RESOLUTION - Cont.

APPROVAL OF CERTIFIED LAB FEE'S AND LIQUID WASTE DISPOSAL RATES

RESOLUTION # 12-09.

The Authority wishes to adopt Resolution #12-09 approving NJDEP Certified Lab Fee's and Liquid Waste Disposal Rates of the Wanaque Valley Regional Sewerage Authority. (Copy available - Administration Office)

MOTION Moved by Robert Hadley, 2nd Robert Moshman to adopt Resolution

# 12-09 approving NJDEP Certified Lab Fee's and Liquid Waste Disposal Rates of the Wanaque Valley Regional Sewerage Authority.

The Chairman asked if anyone wished to have discussion on this Resolution. Upon hearing no response the Chairman asked for a Roll Call.

On Roll Call Commissioners Bolduc, Clark, Hadley, Moshman, Murray and Covelli all voted yes.

MOTION CARRIED

TITLE 59 INDEMNIFICATION RESOLUTION - EMPLOYEE INDEMNIFICATION

RESOLUTION # 13-09.

The Authority wishes to adopt Resolution #13-09 adopting Title 59 Indemnification Resolution - Employee Indemnification. (Copy attached).

MOTION Moved by Harry Clarke, 2nd by Robert Moshman to adopt Resolution

#13-09 adopting Title 59 Indemnification Resolution - Employee Indemnification. The Chairman asked if anyone wished to have discussion on this Resolution.

Upon hearing no response, the Chairman asked for a Roll Call

On Roll Call Commissioners Bolduc, Clark, Hadley, Moshman, Murray and Covelli all voted yes.

MOTION CARRIED

SUNSHINE LAW RESOLUTION Cont

DESIGNATING SIGNATORIES

HIGHLAND STATE BANK – CERTIFICATES OF DEPOSIT

The Authority wishes to adopt RESOLUTION #14-09

Be it resolved, the following persons are designated as signatories for and authorized to open any deposit or share account(s) in the name of the Corporation and also endorse checks and orders for the payment of money or otherwise withdraw or the transfer of funds on deposit with Highland State Bank:

Frank Covelli, Chairman, Gregory White, Facilities Manager and Elizabeth K. Parrinello, Secretary. This authorization is for a period of one year commencing on this date.

NOTE: Elizabeth K. Parinello is not authorized to endorse checks.

MOTION Moved by Robert Hadley, 2^nd by Andrew Bolduc to adopt Resolution # 14-09 designating the above stated persons as signatories for the Highland State Bank – Certificates of Deposit.

The Chairman asked if anyone wished to have discussion on this Resolution.

Upon hearing no response, the Chairman asked for a Roll Call.

On Roll Call Commissioners Bolduc, Clark, Hadley, Moshman, Murray and Covelli all voted yes.

MOTION CARRIED

VALLEY NATIONAL BANK - WVRSA CHECKING ACCOUNT

LAKELAND STATE BANK - WVRSA PAYROLL ACCOUNT. SAVING ACCOUNTUNEMPLOYMENT TRUST FUND. DEPOSITORY ACCOUNT

The Authority wishes to adopt Resolution # 15-09 for:

Frank Covelli, Chairman, Gregory White, Facilities Manager and Elizabeth K. Parrinello, Secretary. This authorization is for a period of one year commencing on this date.

NOTE: Elizabeth K. Parinello is not authorized to endorse checks.

MOTION Moved by Robert Hadley, 2^nd by Robert Moshman to adopt Resolution #15-09 designating the above stated persons as signatories for the Valley National Bank and Lakeland State Bank.

The Chairman asked if any one wished to have discussion on this Resolution.

Upon hearing no response, the Chairman asked for a Roll Call.

On Roll Call Commissioners Bolduc, Clark, Hadley, Moshman, Murray and Covelli all voted yes.

MOTION CARRIED

SUNSHINE LAW RESOLUTION Cont

DESIGNATING SIGNATORIES

BANK OF NEW YORK MELLON - WVRSA BOND RESERVE FUND. BOND SERVICE FUND. CONSTRUCTION FUND. GENERAL ACCOUNT. 0 & M SUB ACCOUNT. RENEWAL & REPLACEMENT ACCOUNT AND REVENUE FUND

The authority wished to adopt Resolution # 16-09 for:

Commissioners Harry Clarke, Robert W. Hadley, Patrick Murray, Robert Moshman, Frank Covelli, Andrew Bolduc, Facilities Manager Gregory White and Elizabeth K. Parrinello, Secretary. This authorization is for a period of one year commencing on this date.

NOTE: Elizabeth K. Parinello is not authorized to endorse checks.

MOTION Moved by Harry Clark, 2^nd by Robert Hadley to adopt Resolution # 16-09 designating

the above stated persons as signatories for the Bank of New York Mellon.

The Chairman asked if anyone wished to have discussion on this Resolution.

Upon hearing no response, the Chairman asked for a Roll Call.

On Roll Call Commissioner Bolduc, Clark, Hadley, Moshman, Murray and Covelli all voted yes.

MOTION CARRIED

PUBLIC PORTION

The Chairman asked if there was anyone that wished to address this Board on any portion of this Reorganization Meeting. Upon seeing no response from the public; the Chairman asked for a motion to close the Public Portion.

MOTION Moved by Robert Hadley, 2^nd by Robert Moshman to adopt a Resolution authorizing closing the Public Portion of this meeting.

The Chairman asked for all those in favor to signify so by stating Aye.

Commissioners Bolduc, Clark, Hadley, Moshman, Murray and Covelli all stated Aye.

MOTION CARRIED

ADJOURN

The Chairman stated that at this time he would entertain in motion to adjourn the meeting.

MOTION Moved by Harry Clark, 2nd by Robert Moshman to adopt a Resolution authorizing adjourning this Reorganization Meeting.

The Chairman asked for all those in favor to signify so by stating Aye.

Commissioners Bolduc, Clark, Hadley, Moshman, Murray and Covelli all stated Aye.

MOTION CARRIED

The meeting was adjourned at 6:41 P.M.

Minutes respectively submitted by,

Margaret M. Maas, Recording Secretary

WANAOUE VALLEY REGIONAL SEWERAGE AUTHORITY

TITLE 59 RESOLUTION

EMPLOYEE INDEMNIFICATION

WHEREAS, the WVRSA is empowered by the New Jersey tort Claims Act, NJ.S.A. 59:1-1 et sea .. to indemnify and provide for the defense of its board members, officers, and employees against liability for injuries caused by acts and omissions while acting within the scope of employment by the WVRSA; and

WHEREAS, the WVRSA has determined that it is in the best interests of the WVRSA and its employees to indemnify and provide for the defense its board members, officers. and employees against liability for injuries caused by acts and omissions while acting within the scope of employment by the WVRSA;;

NOW THEREFORE BE IT RESOLVED that, subject to the conditions set forth herein, the WVRSA shall indemnify and provide for the defense of its board members, officers, and employees against liability for injuries caused by acts and omissions while acting within the scope of employment by the WVRSA; and

FURTHER RESOLVED that a board member, officer. or employee must notify the WVRSA immediately as to any action threatened against said board member, officer. of employee and fully cooperate in the defense of any such action; and

FURTHER RESOLVED that the WVRSA retains the option to (1) defend a board member, officer, or employee; (2) provide a board member, officer, or employee with a means of defense; or (3) reimburse a board member, officer, or employee if the defense is successful; and

FURTHER RESOLVED that the WVRSA shall not indemnify its board members, officers, or employees for acts or omissions found by the trier of fact in any proceeding, civil or criminal, to constitute actual fraud, actual malice, willful misconduct, an intentional wrong, criminal offense, or crime; and

FURTHER RESOL YED that the WVRSA shall not indemnify its board members. officers, and employees for acts or omissions that, in the opinion of the WVRSA. were outside the scope of employment by the WVRSA; and

FURTHER RESOL YED that the WVRSA shall indemnify its board members, officers and employees for exemplary or punitive damages resulting from the violation of State of federal law if, in the opinion of the WVRSA, the acts or omissions upon which the damages are based did not constitute actual fraud, actual malice, willful misconduct, or an intentional wrong; and