City of Amsterdam
Law Department
Gerard C. DeCusatis, Esq.
DATE: 7/2/09 TO: The Mayor and Common Council. CORPORATION COUNSEL OPINION 2009-8 Question:
May the Common Council, by resolution, cancel or repudiate a contract or otherwise direct the execution of the provisions of a contract? This question is related to the proposed resolution concerning the Chalmers option contract. Reply:
The Common Counsel does not have the authority to cancel or repudiate a contract or otherwise direct the execution of the provisions of a contract.
The authority of an officer or body to wield the powers granted to the City of Amsterdam under the General City Law and General Municipal law is determined primarily by the charter of the City of Amsterdam. The Charter vests the executive powers of the City in the Mayor. Charter § C-35A states, "The Mayor shall be the chief executive of the City ..." The Charter does not enumerate all of the executive powers and duties, to determine the scope of executive authority it is helpful to look to federal and state government to determine what is customarily an executive area of authority. The authority to contract is an executive authority on the state and federal level subject to a few exceptions that require legislative approval.
The City Charter by its
general grant of executive authority to the Mayor grants authority over contracts to the Mayor.
The City Charter goes on after the general grant of executive authority contained in §C-35A to make specific grants and limitations with respect to the office of Mayor that are contained in §36. Charter §36F is the section that is applicable to this situation, "In addition to other powers, duties and responsibilities assigned to the Mayor by this Charter or by law, the Mayor shall have
1
CORPORATION COUNSEL OPINION 2009-8 (continued) the following powers and duties: F. On approval by the Common Council, to negotiate and grant leases, concessions, licenses and permits for use of City property and appurtenances and to execute deeds and enter into contracts on behalf of the City, as authorized by the Common Council." This language places a specific limitation on the mayor's authority with respect to contracts. The limitation is that the mayor can only "enter into contracts on behalf of the City," when authorized to do so. This is the reason resolutions have been acted upon by the Common Council historically for this purpose.
Charter §36F does not restrict the Mayor's executive
authority and responsibility in any other respect with regard to contracts. The language creates a specific exception to the general grant of executive authority contained in §35A and is therefore limited to the specific exception contained in the language of §C36F and does not imply further limitations on the authority or responsibility of the Mayor.
This is consistent with the historical operation of the City of Amsterdam where council involvement with contracts has ended with the approval resolution. This is the case with labor contracts that are entirely administered by the Mayor in all respects. Similarly, public work contracts are supervised by the Mayor through the office of the City Engineer and no Council involvement occurs after approval.
Based on the foregoing the Mayor has the authority to administer the provisions of the option contract on behalf of the City and any resolution passed by the Common Council attempting to exercise administrative control, repudiate or cancel the option is not effective.
Gerard C. DeCusatis Corporation Counsel City of Amsterdam
2