Red Hook WatchIndependent Community Resource

Intermunicipal Sewer Agreement — Village of Red Hook and Town of Red Hook

↑Meetings/Documents/wd::dc_1286_rh_sd_1_ima_draft_6_10_1pm
Working document2024-06-10
Open original on source siteView version history →Meeting on 2024-06-10 →

Draft 6 10 24

INTERMUNICIPAL SEWER AGREEMENT

Village of Red Hook and Town of Red Hook

THIS AGREEMENT is made as of the _____, of ______________, 2024, by and between the VILLAGE OF RED HOOK (the “Village”), a municipal corporation in the County of Dutchess existing by and under the laws of the State of New York and having its principal place of business located at Village Hall, 7467 S. Broadway, Red Hook, New York 12571, and the TOWN OF RED HOOK (the “Town”), a municipal corporation in the County of Dutchess existing by and under the laws of the State of New York and having its principal place of business located at Town Hall, Red Hook7340 S. Broadway, Red Hook, New York 12571, acting for and on behalf of itself and a certain sewer district that has been or may be created within the Town.

W I T N E S S E T H:

WHEREAS, the Village has established a Village Sewer System, including a Wastewater Treatment Plant located at Smith Street in the Village and a “STEP” collection system within a portion of the Village; and

WHEREAS, the Village and Town have studied the desirability and feasibility of an intermunicipal project to provide sewer treatment services to a portion of the Town for the mutual benefit of the Town and Village; and

WHEREAS, T&B Engineering and Landscape Architecture, P.C., (“Town Engineer”), a professional engineering firm licensed in the State of New York, has prepared a Map, Plan and Report entitled “Town of Red Hook Wastewater Map, Plan and Report” dated May, 2024 (the “Town MPR”) regarding the proposed creation of a Town Sewer System described therein (the “Town Sewer System”) to serve a proposed Town Sewer District (“Town SD#1”)Red Hook; and

WHEREAS, the Village and Town are authorized by Village Law Article 14, Town Law Article 12, and Article 5-D and Article 5-G of the General Municipal Law, to provide for the construction, operation, maintenance, and financing of the sewage collection and treatment systems set forth in the foregoing report; and

WHEREAS, at the request of the Town, pursuant to this Agreement certain components of the collection system and treatment system required for the Village Sewer System, as more particularly described herein, are proposed to be expanded to allow for an increased design capacity to accept effluent from the Town SD#1 as provided in the Town MPR, at a cost to be determined as further provided herein, and the collection system of the Town SD#1 is proposed to be operated by the Village or its agents and the cost thereof borne by the Town SD#1; and

WHEREAS, the Board of Trustees of the Village (the “Village Board”) and the Town Board of the Town (the “Town Board”) have each determined that it would be in the financial best interests of their respective residents, of the environment, and public health generally to provide for the acceptance and treatment of effluent from and operation of components of the Town SD#1 pursuant to this Agreement; and,

1

Draft 6 10 24

WHEREAS, there are no previous Intermunicipal Agreements relevant to the construction, operation, and maintenance of a sewer system within or between the Village and the Town; and,

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to as follows:

  1. Effective Date. This Agreement is executed and delivered in connection with the proposed creation of Town SD#1 pursuant to Article 12-A of the Town Law. The Town Clerk shall file a copy of the final order creating the Town SD#1 with the Village Clerk concurrently with filing such order with the County Clerk of Dutchess County. (“Effective Date”).

  2. Definitions. For the purposes of this Agreement, the following terms shall have the following respective meanings:

    • a. “Collection System Improvements” means all sewage collection infrastructure, other than the Step Collection Components, to be built or installed including trunk lines, lateral lines, pipes, pump stations if any, air release valves, cleanout valves, and other appurtenances including but not limited to structures and equipment as well as all real property and any easements, deeded rights or rights of way associated with the Collection System Improvements and the collection and conveyance infrastructure within the Village or the Town.

    • b. “Funding Agencies” means one or more providers of loan and/or grant funds to either or both of the parties for portions of the Project Costs, such as NYS Environmental Facilities Corporation (“EFC”), NYS Department of Environmental Conservation, or USDA Rural Housing Service.

    • c. “Permitted Capacity” means the maximum periodic and aggregate annual flow capacity of the Treatment Facility as determined by the Village Engineer after consultation with the Town Engineer and confirmed in the NYS permit for the Treatment Facility issued prior to initial operation, and as such permit may be amended from time to time.

    • d. “Permitting Authorities” means NYS DOH, NYS DEC and DCDOH or any other federal, state or local agency with authority to issue a permit necessary for construction or operation of the Project Improvements.

    • e. “Project Improvements” means the Village Project Improvements and the Town Project Improvements.

    • f. “Step Collection Components” means the septic tank, septic tank effluent filter and septic tank effluent pump or pumps, service lateral from the tank to the force main, and electrical control panel supporting the septic pump, and including deeded rights or rights of way associated with the Step Collection Components.

    • g. “Town Collection System Improvements” means Collection System Improvements within the Town, together with any such improvements within the Village that benefit only the Town Collection System.

    • h. “Town Construction Plans” means the plans and specifications prepared by the Town Engineer with respect to the Town Project Improvements.

2

Draft 6 10 24

  • i. “Town Engineer” means T&B Engineering and Landscape Architecture, P.C. or any successor licensed professional engineering firm contracted by the Town from time to time in connection with the design, construction, inspection or operation of the Town Collection System Improvements and the Town Step Collection Components.

  • j. “Town Project Costs” means the costs of the Town Project Improvements.

  • k. “Town Project Improvements” means the Town Collection System Improvements, and the Town Step Collection Components.

  • l. “Town Step Collection Components” means the Step Collection Components located within the Town SD#1.

  • m. “Treatment Facility” means the wastewater treatment facility owned by the Village and located on lands of the Village at Smith Street, including appurtenances and any easements, rights or rights of way associated with the Treatment Facility, and including site work, access, discharge, and all elements of the site plan, and including the Treatment Facility Expansion.

  • n. Treatment Facility Expansion” means the proposed modification of the Treatment Facility to accommodate the proposed Town SD #1, as described in the Town MPR and the engineering report prepared for the Village’s expansion.

  • o. “Village Collection System Improvements” means Collection System Improvements within the Village, together with any such improvements outside the Village that benefit only the Village Collection System.

  • p. “Village Construction Plans” means the plans and specifications prepared by the Village Engineer with respect to the Village Project Improvements and reasonably acceptable to the Town Engineer.

  • q. “Village Engineer” means Delaware Engineering, DPC, or any successor licensed professional engineering firm contracted by the Village from time to time in connection with the design, construction, inspection or operation of the Treatment Facility including the Treatment Facility Expansion.

  • r. Village Project Costs” means the costs of the Village Project Improvements.

  • s. “Village Project Improvements” means the Treatment Facility Expansion, and any associated Village Collection System Improvements identified in the Town MPR as being required to accommodate the Town SD#1.

  • t. “Village Step Collection Components” means the Step Collection Components located within the Village.

  1. SEQR Lead Agency. The Town has assumed lead agency status for this project for purposes of review of the actions required in connection with this Agreement, including without limitation financing and construction of the Project Improvements. The Village has been named as an involved agency for such purpose. The Town has determined that the project does not have the potential for significant environmental impacts and that an environmental impact statement need not be prepared.

3

Draft 6 10 24

  1. Ownership . The Treatment Facility will be owned and operated by the Village. The Village Step Collection Components for parcels outside SD #1 and the Village Collection System Improvements will be owned by the Village, and the Town Step Collection Components for parcels within SD#1 and the Town Collection System Improvements will be owned by the Town on behalf of the Town SD#1. All rights and interests granted for Town Step Collection Components and Town Collection System Improvements in the Town SD#1 shall authorize the Village and its agents and contractors to exercise all rights of the Town with respect to such rights for maintenance, operation and improvement and, if requested by the Town, construction and installation,

5. Dedicated Capacity.

  • a. Initial Permitted Capacity. The design capacity of the Treatment Facility upon completion of the Village Project Improvements is intended to be sufficient to allocate 50,000 GPD to the Town SD #1. Unless otherwise agreed by the Town in its discretion, the Dedicated Capacity shall not be less than stated in Section 5.a. hereof.

  • b. The “Dedicated Capacity” shall be initially allocated based on 50,000 GPD of the Initial Permitted Capacity for the Town and the remainder for the Village. The Dedicated Capacity allocation shall be subject to modification by the parties pursuant to subsection c or d of this Section.

  • c. Additional Capacity. The Village reserves the right to expand or improve the Treatment Facility and other Project Improvements to accommodate additional users to the Village Sewer System subsequent to the Effective Date at the expense of the Village, and in such a case any additional capacity will be allocated to the Village and the capital cost allocations based on the Dedicated Capacity as a percentage of Initial Permitted Capacity will be adjusted accordingly. The Village shall file with the Town Clerk a copy of an amended permit together with the supporting report of the Village Engineer regarding the increase in maximum Permitted Capacity and increase in average daily permitted flow.

  • d. Town and Village Improvement. The Town and Village may amend this Agreement to provide for an improvement project to further increase capacity of the Treatment Facility to benefit the Town SD #1 and in such case the additional capacity as determined by the amended permit and confirmed by the Village Engineer upon completion of the capacity improvements shall be allocated as specified in such amendment, and in such case the Dedicated Capacity allocation will be adjusted accordingly.

6. Project Planning and ROW Acquisition.

  • a. From and after the Effective Date the Village shall be authorized to engage the Village Engineer and other consultants as deemed necessary by the Village for the planning, surveys, and acquisition of rights of way identified by the Village Engineer and being necessary or convenient to the construction and installation of the Village Project Improvements. From and after the Effective Date the Town shall be authorized to engage the Town Engineer and other consultants as deemed necessary by the Town for the planning, surveys, and acquisition of rights of way identified by the Town Engineer and being necessary or convenient to the construction and installation of the Town Project Improvements. The parties will cooperate in

4

Draft 6 10 24

preparation and review of deeds, easements, bills of sale, and other interests to be provided for the project.

7. Project Construction.

  • a. From and after the Effective Date the Village shall be authorized to construct the Village Project Improvements in accordance with the scope generally described in the Town MPR, and consistent with the Village Construction Plans.

  • b. The Village shall be authorized to construct, acquire, install and equip the Village Project Improvements within the Village.

  • c. Nothing in this Agreement shall be deemed to make any employees, agents, or contractors of the Village the employees, agents, or contractors of the Town.

  • d. The Village Construction Plans shall be prepared by the Village Engineer and submitted for approval by the Permitting Authorities and Funding Agencies with a copy to the Town Engineer. The design and construction of all Village Project Improvements shall be compatible with all existing State, Federal, and Local laws, rules, and regulations pertaining thereto, and shall be of quality construction and workmanship. All construction and installation reasonably necessary for the Village Project Improvements shall be overseen by the Village Engineer to ensure conformance with the plans and specifications and to prevent damage to the Village Sewer System and to be compatible with the Town Project Improvements described in the Town MPR. The Town, at its own expense, may observe the work in progress as it deems necessary and appropriate to do so.

  • e. From and after the Effective Date the Town shall be authorized to construct the Town Project Improvements in accordance with the scope generally described in the Town MPR, and consistent with the Town Construction Plans.

  • f. The Town shall be authorized to construct, acquire, install and equip the Town Project Improvements within the Village and the Town and to acquire any easements and other rights necessary for the installation and continued access to Town Project Improvements on any private property, whether by grant or thorough eminent domain as determined by the Town, and in the case of property within the Village, after consultation with the Village and approval of the Village, which approval shall not be unreasonably withheld.

  • g. Nothing in this Agreement shall be deemed to make any employees, agents, or contractors of the Town the employees, agents, or contractors of the Village.

  • h. The Town Construction Plans shall be prepared by the Town Engineer and submitted for approval by the Permitting Authorities and Funding Agencies. A copy shall be submitted to the Village Engineer for review and approval as to consistency with the Village’s wastewater treatment plant design and system requirements. The design and construction of all Town Project Improvements shall be compatible with all existing State, Federal, and Local laws, rules, and regulations pertaining thereto, and shall be of quality construction and workmanship. All construction and installation reasonably necessary for the Town Project Improvements shall be overseen by the Town Engineer, to ensure conformance with the plans and specifications and to

5

Draft 6 10 24

prevent damage to the Village Sewer System and the Village Improvements. The Village, at the Town SD # 1 expense, may observe the work in progress as it deems necessary and appropriate to do so.

8. Project Costs.

  • a. Budget for Village Project Improvements. The preliminary budget for the Village Project Improvements is attached at Exhibit A . Such budget may be amended from time to time by the Village in order to facilitate timely and cost -effective construction of the Treatment Facility Expansion as well as the other Village Project Improvements within the estimated maximum cost set forth at Exhibit A. In the event that project costs for the overall project budget are projected to exceed the estimated maximum cost set forth at Exhibit A , the Town and Village will promptly consult as to the necessary adjustment. The Village may modify or suspend the project or portions thereof as deemed necessary on the advice of the Village Engineer unless (i) an increase in the estimated maximum cost of the portion of the Village Project Improvements reasonably allocable to the Town and the Town Project Improvements is approved by resolution of the Town Board in accordance with the proceedings required under Article 12-A of the Town Law and (ii) an increase in the estimated maximum cost of the Village Project Improvements is approved by resolution of the Village in accordance with the proceedings required under Article 14 of the Village Law.

  • b. Future Improvements. Following completion of the original Project Improvements, the parties may approve a budget for increase and improvement to be set forth in an addendum to this Agreement, with such costs to be allocated as provided in such addendum. Unless so approved and financed by the parties as additional capital costs, any improvements to the Treatment Facility determined by the Village Engineer to be reasonably required to maintain compliance with applicable regulatory requirements or required at the direction of a Permitting Authority shall be treated as an O&M Cost and allocated accordingly.

  • c. Financing the Project Improvements. The initial capital costs of designing and installing the Project Improvements are to be financed by the Town and the Village in allocable shares as set forth at Exhibit B . The plan of financing for the Village and the Town shall be based on a financing plan which considers the schedule for planning, design, acquisition, construction and completion of the Project Improvements. Each party shall be responsible for funding its allocable share of the Project Costs on a timely basis.

  • d. Funding Cooperation. The Village and the Town agree to work cooperatively in applying for available grants or other subsidized funding sources which may defray the costs associated with the construction of the Town Sewer System and the related modifications to the Village Sewer System If a grant or subsidized loan is awarded with respect to Project Costs, the parties shall provide one another with copies of any award letter and grant related contract documents and conditions of disbursement.

  • e. Any funding proceeds for the Village Project Improvements not required to be held by the Funding Agency for disbursement shall be placed in an escrow available to

6

Draft 6 10 24

be drawn by the Village for allocable costs of the Village Project Improvements, and the Village shall be authorized to provide for disbursement of all funds upon prior notice to the Town. Each party shall maintain records of all disbursements and shall provide records of all disbursements of such funds to the other. The Village shall maintain detailed records of expenditures in each budget category, including proportional allocation to the Village and Town, and provide such records to the Town upon request. With advance notice from the Village, the Town shall ensure that all SD #1 funds necessary to finance the portion of Village Project Improvements required to be paid by the Town pursuant to this Agreement shall be made available in escrow for the Village prior to the scheduled date for encumbrance or award of contracts by the Village.

9. Project Engineering .

  • a. Each party will be responsible for the costs of their preliminary engineering reports.

  • b. From and after the Effective Date the Village shall be authorized to contract for the planning, design and inspection of the Village Project Improvements, including without limitation surveys, right of way acquisition, project design, permitting, construction inspection, contract management and other costs reasonably related to the completion of the Village Project Improvement and funding thereof after consultation with the Town.

  • c. From and after the Effective Date the Town shall be authorized to contract for the planning, design and inspection of the SD#1 Improvements, including without limitation surveys, right of way acquisition, project design, permitting, construction inspection, contract management and other costs reasonably related to the completion of the SD#1 Improvement and funding thereof after consultation with the Village.

  • d. Disbursements shall be allocated based on the methodology described in Exhibit B .

10. Operation and Maintenance.

  • a. Licensed Operator. The Village will employ or contract with one or more persons or firms that are or employ a licensed operator for the Project Improvements in accordance with the Village’s procurement procedures (“Operator”) and notify the Town. The Operator will be responsible for operation and routine maintenance of the Project Improvements.

  • b. O&M Plan. The Village Engineer will be contracted to provide a modification to the Village’s operation and maintenance manual for maintenance of the Treatment Facility, the Step Collection Components, and the other Project Improvements which is consistent with applicable laws, regulations, the Sewer Use Regulations, and the requirements of the Funding Agencies and Permitting Authorities and shall take into account review and comment by the Town Engineer. The applicable contract with the Operator shall include the requirement for compliance with the O&M Plan.

  • c. Maintenance and Repair of Sewer System. Once operational, the Operator shall maintain and repair the Project Improvements for the sewer system whether in the Village or the Town. The Operator shall periodically inspect all Project

7

Draft 6 10 24

Improvements and provide reports to the Village and Town on any recommended repairs or improvements. In the event the Village receives any notice of violation of SPDES permit, the notice will be promptly provided to the Town.

  • d. Permit Compliance. The Village Treatment System shall be operated in accordance with the State Pollutant Discharge Elimination System (SPDES) permit and any other permits associated with operation of the Project Improvements. The Town will cooperate with the Village’s reasonable requests and with any applicable orders from the Permitting Authorities relating to repairs or capital improvements needed to maintain permit compliance.

11. Costs of Operation and Maintenance of the Sewer System.

  • a. The operation and maintenance costs (“O&M Costs”) for the sewer system shall include those costs incurred to provide for the operation of the Treatment Facility, as well as all other Project Improvements, and including the periodic pump out of STEP Collection Components. Such O&M Costs include, but are not limited to, payroll and benefits for workers, equipment repair, maintenance, and contractual costs to third parties.

  • b. Usage fees and charges shall be in accordance with a schedule adopted by resolution of the Village Board to include proportional O&M Costs and any individually applicable charges such as late fees and interest on unpaid amounts. Copies of all proposed amendments to the O&M cost schedule together with supporting information will be provided to the Town for review and comment prior Village approval.

  • c. The Village shall maintain records of the O&M Costs and shall provide the Town with copies of such records upon request.

  • d. Notwithstanding Sections 10 and 11, the Town may at its option provide notice to the Village not less than 60 days prior to the end of the Village fiscal year that the Town intends to separately contract for the operation and maintenance of the Town Project Improvements, and in such case from and after the effective date of such notice the Town SD #1 shall be responsible for the O&M Costs of the Town Project Improvements, the Village will include such costs as reported by the Town in the user fees billed to SD #1, and the Village will remit such amounts to the Town upon receipt. The remaining O&M Costs of the Village Project Improvements shall be allocated as set forth in this Section 11. Where the Town elects to separately contract for O&M, the Town will require its contractor to provide such information and inspections, at the Town SD # 1 expense, as may be required by the Village Operator and the Village Engineer from time to time to ensure consistency with requirements of Permitting Authorities and this Agreement.

12. Sewer Use Regulations.

  • a. Adoption of Local Sewer Use Regulations. The Village has adopted a sewer use regulation including certain requirements applicable to the users of the system. The Town agrees to adopt a sewer use regulation containing substantially the same regulatory requirements, enforcement provisions and penalties, and to adopt any

8

Draft 6 10 24

further amendments thereto requested by any Funding Agency or Permitting Authority or determined by the Village Engineer in consultation with the Town Engineer to be reasonably required to comply with applicable regulatory requirements.

  • b. Compliance with Sewer Use Regulations. The sewer use regulations shall make connection to the system mandatory for all properties within the Village System and Town SD #1. Discharges to the Collection System and Treatment Facility shall be subject to each municipality’s sewer use regulations and all rules and regulations of the Permitting Authorities. Each user shall be required to install, maintain in good working order and consistently use such improvements as may be required by the use regulations, including without limitation backflow preventers, grease traps, and pretreatment. Each connection shall be required to be installed in accordance with the applicable sewer use regulations and shall be inspected by the Village Engineer or Operator or, in the case of systems initially installed in connection with the Town Project Improvements, the Town Engineer.

  • c. Requirements Regarding Construction within the Town SD #1. The Town shall not issue a certificate of occupancy for any new or additional dwelling or commercial structure in the Town that is proposed to be served by the Town Sewer System or which is located within Town SD#1 until the structure has been approved for inclusion in the Town SD#1 and includes all requirements for hook up to the sewer system. No certificate of occupancy shall be issued by the Town until the payment of all sewer charges, unless otherwise provided herein, have been paid.

  • d. Sewer Improvements. No construction of any extension of sewer lines, laterals, manholes or pumping stations shall be authorized or permitted within the Town SD #1 or within the Village service area unless and until the Village Engineer or Town Engineer or the Operator shall have reviewed and approved such construction and the type and design thereof. Neither the Town nor the Village nor any office or agency thereof shall issue a permit without requiring compliance with the sewer use regulations.

  • e. Enforcement. In the event any discharge other than as permitted by the sewer use regulations, the Village may require the discontinuance of such discharge or the pretreatment of said discharge at the discharger’s sole cost and expense to comply with the sewer use regulations. In addition to other remedies provided by law, the Village and its officers and agents shall have the authority to enforce the sewer use regulations within the Village and Town including, but not limited to, termination of service. The Town shall be obligated to enforce the Town sewer use regulations against properties located within the Town SD #1. With approval of the Village, the Town may designate one or more of the Village’s authorized building inspectors as a deputy inspector of the Town duly authorized to enforce the sewer use regulations concurrently with the Town.

  • f. Illicit Discharge in Village. In the event the discharge of any prohibited waste or waste in excess of permitted levels into the sewer system from a property served by the Village Sewer System and located in the Village is cited in any fine or penalty by New York State or Dutchess County Health Departments, the New York State

9

Draft 6 10 24

Department of Environmental Conservation or any other regulatory agency, the Village agrees to hold the Town harmless and all such costs shall be charged against the Village sewer system.

  • g. Illicit Discharge in Town. In the event the discharge of any prohibited waste or waste in excess of permitted levels into the sewer system from the Town SD#1 is cited in any fine or penalty by the New York State or the Dutchess County Health Departments, the New York State Department of Environmental Conservation or any other regulatory entity, the Town hereby agrees to hold the Village harmless and all such costs shall be charged against Town SD #1.
  1. Provision of Sewer Services. Subject to compliance with the sewer use regulations, upon completion of the Project Improvements and placement of the same in service, the Village agrees to accept and treat at the Treatment Facility wastewater from Town SD #1, provided that in no event shall the Village be obligated to provide service in excess of the Dedicated Capacity of the Facility allocated to the Town as set forth in Section 5. The Village does not guarantee the delivery of sewer services, including in the event of an emergency and accepts no liability for any consequences arising out of the failure to provide sewer service. The Town acknowledges and agrees that the Village shall not be responsible for any damages whatsoever that may arise out of any interruption, in whole or in part, of sewer service arising from such interruption.

14. Step Collection Component Installation and Maintenance .

  • a. Initial Cost. The budget for the Town Project Improvements is to include the initial assessment and installation or retrofit of the Step Collection Components within the Town SD #1, provided that the owner thereof provides access and required easements within the time period designated by the Town for such purpose.

  • b. Owner Cost. The Town Engineer will assess existing septic tanks and identify the required installation or retrofit of Step Collection Components at each developed parcel. Each property owner in SD #1 will be responsible for installation of compliant Town Step Collection Components if required hookup conditions are not met within the time period determined by the Town for such installation. Property owners will remain responsible for paying direct costs of electrical power for the pump(s) within the septic tank, for maintenance of the sewer lateral between the building and septic tank, and for all other maintenance including without limitation pumping and maintenance of grease traps.

  • c. O&M Cost. Following initial installation, provision of required access agreements, and approval of the same by the Village Engineer and Town Engineer, the cost of maintenance of the Step Collection Components including septic tank pump outs on a schedule approved by the Village Engineer or Operator as well as maintenance of electrical control panels, septic tank pump, and service laterals between the tank and force main, will be included in the O&M Cost.

15. Billing Users of the Sewer System.

  • a. The Operator shall provide quarterly bills to the Town SD #1 for the total O&M costs allocable to the SD #1, with the calculation of the same. The Town SD #1 will be responsible for providing for billing of individual users unless otherwise agreed.

10

Draft 6 10 24

  • b. Capital charges. Costs incurred for the Town Project Improvements and the allocable Town share of Village Project Improvements including debt service and related costs shall be assessed against benefitted properties on the basis of the benefit unit allocation approved in the Town’s final order, based on the Town MPR and as finally approved and filed with the County Clerk. Each municipality shall be responsible for imposing assessments within their respective district or service area.

  • c. User Fees. O&M Costs together with any individually applicable rates and charges shall be billed by the Town SD #1 to properties within SD #1 that are served by the sewer system. Billing of O&M costs shall occur quarterly unless otherwise agreed.

  • d. Meter Required. The system users in the Town SD #1 shall be required to have installed and maintained a meter measuring water flow or, if not served by a public water supply, a meter installed as part of the hookup to the sewer system accurately measuring discharge. Users shall be charged based on flow based on working meters or other reasonable method of allocation based on usage.

  • e. Hookup Fee. A hookup fee will be charged for connection of services in an amount determined from time to time as part of the system of rates and charges for operation of the system. Hookup fees may be waived for connection made at the time of the initial capital project to the extent provided for in the financing plan.

  1. Agents and Contractors. The Village may carry out any and all design, acquisition, construction, contracting, operation, and other activities necessary or desirable for the implementation of the project contemplated by this Agreement through its own forces and/or contractors, subcontractors, and agents. The Village Engineer, Town Engineer, any contractor or subcontractor and any independent Operator shall be required to provide insurance as described at Exhibit C listing both the Town and Village as additional insureds, and the contract for such consultant or contractor shall be required to include indemnity as to both the Village and Town.

  2. Term of Agreement. The initial term of this Agreement shall equal the period of probable usefulness established by Section 11.00 of Local Finance Law in connection with the improvements ( i.e. , forty (40) years) commencing with the Effective Date. Neither party may terminate this Agreement without the approval of the other party except for the limited situations set forth herein. This Agreement, and any Amendments then in effect, this Agreement shall then, upon its expiration, be automatically renewed for a term of five (5) years unless at least one hundred and eighty (180) days prior to the end of the then-existing term of the Agreement, either party notifies the other in writing of its intention to terminate at the end of the term of the Agreement. The term of this Agreement may be further extended upon agreement by the Parties pursuant to this Agreement.

  3. Resolution of Disputes Arising Hereunder. Should any disputes arise related to this Agreement, the Parties agree to meet and confer in good faith about any claims, disputes, or other matter in controversy arising out of or related to this agreement as a condition precedent to litigation.

  4. Indemnity. Each of the Village and the Town agrees to indemnify and hold harmless the other municipality, to the fullest extent permitted by law, including the other municipality’s officers, employees or agents from any cause, claim, action, liability, fine, penalty, or proceeding (including attorneys’ fees) arising directly or indirectly out of the negligent acts or omissions of

11

Draft 6 10 24

the first municipality’s officers, employees, or agents with respect to this Agreement, including any expenses and reasonable attorney’s fees incurred in defending any such claim. This provision as well as all other provisions of this Agreement are solely for the benefit of the parties and the parties intend no benefits to third persons.

  1. Required Liability Insurance. Each party shall obtain liability insurance in the amount typically required for similar municipal purposes, and statutory employee and workers’ compensation insurance, in each case from a company authorize to issue such policies in the State of New York and rated at least A/IX by A.M. Best’s Rating Service, or equivalent satisfactory to the other party, and such policy shall name the other as an additional named insured and shall provide for not less than 30 days’ notice of cancellation to such additional insured. Satisfactory evidence of such policies shall be furnished by each party to the other prior to commencement of work under this agreement and annually upon request.

  2. Tax Exemption for Sewer System Improvements. During the duration of this Agreement, all real property and Improvements relating to the provision of sewer service by the sewer system envisioned by this agreement and any later additions and addendum hereafter, including any trunk lines or buildings, located within either participating municipality and owned by either municipality, shall be entirely exempt from real property taxation by both the Town and Village and each municipality agrees to said exemption, and each municipality will adopt a tax exemption resolution provided under Section 406 of the Real Property Tax Law to ensure the same.

  3. Rights of Way. The Town shall provide the Village with all reasonably necessary rightsof-way over and across all of its streets and public ways without any charge or other expense together with all necessary rights-of-way, over and across property owned by it or under its possession and control to the extent permitted by law. The Village shall provide the Town with all reasonably necessary rights-of-way over and across all of its streets and public ways to the extent reasonably required for the Town Project Improvements without any charge or other expense together with all necessary rights-of-way, over and across property owned by it or under its possession and control to the extent permitted by law.

  4. Amendment of Agreement. This Agreement may not be modified or amended except by an instrument in writing, duly executed and acknowledged by the duly authorized representatives of the Town and the Village upon approval of the majority of the respective governing bodies of the Town and Village.

  5. Severability. If any provision hereof is held to be invalid or unenforceable, the remaining provisions shall still be valid and binding on both parties.

  6. Required Notices. Any and all notices and payments required hereunder shall be addressed as follows, or to such other address as may hereafter be designated in writing by either party hereto:

To the Village of Red Hook at:

Village of Red Hook Village Clerk 7467 S. Broadway Red Hook NY 12571

With a copy to: Village of Red Hook Mayor

12

Draft 6 10 24

To the Town of Red Hook at: Town Clerk, Town of Red Hook 7340 South Broadway Red Hook, NY 12571

With a copy to: Supervisor, Town of Red Hook

  1. Complete Understanding. This Agreement represents the complete understanding and agreement between the parties and shall supersede all prior agreements as to the subject matters contained herein.

  2. Non-Waiver. No waiver of any breach of any condition of this Agreement shall be binding unless in writing and signed by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same.

  3. Governing Law. The parties agree that this Agreement shall be governed by New York State law.

  4. Mutuality of Negotiated Agreement. This Agreement is the mutual work of the parties and shall not be construed against one party or the other as a result of the preparation, submission or other event of negotiation, drafting, or execution hereof.

  5. Successors and Assigns. This Agreement shall be binding upon the parties, their lawful successors and/or assigns and any special districts of each of the parties.

[The remainder of this page is intentionally left blank.]

13

Draft 6 10 24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and sealed with their corporate seals as of the day and year first above mentioned.

Village of Red Hook

By: ___________________________ Mayor

Town of Red Hook

By: ___________________________ Supervisor

EXHIBITS:

Exhibit A: Project Budget Exhibit B: Allocation of Costs of Improvements Exhibit C: Contractor Insurance and Indemnity Provisions

Execution Page for INTERMUNICIPAL SEWER AGREEMENT Village of Red Hook and Town of Red Hook

14

Draft 6 10 24

Exhibit A

Project Budget

The initial Project budget is to be approved by the Town Board and Village Board prior to Effective Date, with allocable amounts not to exceed the maximum estimated cost for SD #1 and the maximum estimated cost for the Village’s service area, as it may be revised by the Village.

Draft 6 10 24

Exhibit B

Allocation of Shared Cost Improvements

For the initial construction of the Project Improvements, costs shall be allocated based on the following:

  1. Costs to be allocated 100% to the Town or Village as contracted individually:

--Proceedings for approval of SD#1 including Preliminary map, plan and report for Town: Town

--Proceedings for approval of Village sewer system including Preliminary map, plan and report for Village service area expansion: Village

--Local counsel and bond counsel for Town: Town

--Local counsel and bond counsel for Village: Village

  1. Costs to be allocated 100% to Town as increased costs of service:

--To the extent provided in final plans and specs prepared by the Town Engineer, any Collection System Improvements located within the Village but benefiting only the Town Sewer District #1.

  1. Costs to be allocated 100% to the Town or Village where the item is located:

--Step Collection Components, including acquisition, construction, and installation, and all related right of way costs.

--Collection System, including all related right of way and installation costs

--Costs for project planning, surveys, design, acquisition, engineering and permitting for Step Collection Components and Collection System Components shall be allocated to the Town for portions of the project located in Town SD#1 and to the Village for portions of the project located in the Village.

  1. Costs of the Treatment Facility expansion to be allocated based on the assumed initial committed capacity allocation of 50,000 GPD Town vs Village’s initial expansion capacity amount to be completed concurrently.

The parties may agree to amend this exhibit based on a re-evaluation requested by either party by the Town Engineer or Village Engineer of the allocation methodology.

Draft 6 10 24

Exhibit C

Contractor Indemnity and Insurance

The following insurance shall be a condition of any contract for contractors or their subcontractors for Project Improvements:

Worker’s Compensation: Statutory per NYS

Employer Liability: Statutory per NYS

Commercial general Liability: Combined single limit bodily injury and property damage, $2M per occurrence, $2M products/completed operations aggregate; $4M general aggregate; $25,000 maximum deductible.

Automobile liability: Combined single limit bodily injury and property damage $500,000 each occurrence, comprehensive, owned, hired and non-owned. law without regard to jurisdiction

Where applicable (Engineering or other professional services in scope): Professional liability with annual aggregate not less than $2M per occurrence.

Named insured/Additional named insured: Village of Red Hook; Town of Red Hook

Any construction contract for Project Improvements shall include both the Village and Town as parties to be indemnified.

Any engineering contracts for Project Improvements shall include both the Village and Town as parties to be indemnified, shall provide for Worker’s Compensation, Employer Liability, Auto liability, and Professional liability as provided above and Commercial General liability with combined limits of $2M per occurrence and $2M aggregate.