Bond Counsel Agreement with Hawkins, Delafield, & Wood LLP

Local Finance Law §31.00 requires that the issuance of bonds be authorized by a bond resolution adopted by the governing body. A bond counsel engagement agreement is typically ancillary to and dependent upon such an authorization. If the Village has not yet adopted a bond resolution for the wastewater project, the Board may wish to confirm that retaining bond counsel at this stage is within its ordinary operational authority and does not presuppose a financing commitment that has not yet been formally authorized. Counsel should advise whether the agreement's scope or fee triggers any contingency on bond issuance that would require a prior or concurrent bond resolution.

GML §103 generally requires that contracts for services above a certain threshold be publicly bid or, for professional services, be subject to a documented selection process. Professional legal services (including bond counsel) are typically considered personal or professional services and are often exempt from formal competitive bidding, but OSC guidance recommends that municipalities document the basis for selecting outside counsel and demonstrate that the selection was made in the public interest. The resolution contains no recital addressing procurement method, prior RFP/RFQ, or basis for selection of Hawkins, Delafield & Wood LLP. Consider whether the record should reflect this. The corpus does not include GML §103 verbatim; trustees should consult that section directly.

Where a contract is authorized subject to a correction, best practice and good record-keeping suggest that the minutes or an attachment identify the specific error and the corrected language, so that the executed agreement matches what the Board authorized. If the correction is substantive rather than purely typographical, it could be argued that the Board has not yet fully authorized the final form of the agreement. The Board may wish to confirm — or direct the clerk to note in the minutes — what the typographical error was and how it was corrected before execution.

OSC's Conflicts of Interest guidance explains that Article 18 of the General Municipal Law prohibits municipal officers and employees from having interests in contracts with the municipality, and that this applies broadly to service contracts including legal engagements. The resolution records no disclosure or recusal, which is appropriate if no conflicts exist, but there is no affirmative recital confirming that a review was conducted. Given that bond counsel relationships can carry significant ongoing fees, a brief affirmative record that no trustee has a financial interest in Hawkins, Delafield & Wood LLP would strengthen the record.

The single RESOLVED clause authorizes the Mayor to sign 'the Bond Counsel Agreement' after corrections, but the resolution does not recite the agreement's material terms such as fee structure, scope of services, or term. While this is common practice for professional service agreements that are incorporated by reference, it is worth confirming that the agreement itself is attached to or filed with the resolution in the official record, so that future reviewers — including OSC auditors — can verify what was actually authorized. This is a record-keeping best practice rather than a legal defect.