AGREEMENT FOR THE VILLAGE OF RED HOOK TO SUPPLY
WATER TO TOWN PROPERTY
THIS AGREEMENT made this day of , 2025 by and
between the VILLAGE OF RED HOOK , a municipal corporation with offices located at Village Hall 7467 South Broadway, Red Hook, NY 12571, party of the first part, hereinafter called “VILLAGE”, and _______________
____________, its successors and/or assigns, located at __________________ ____________________“CUSTOMER”
WITNESSETH
WHEREAS, the CUSTOMER owns real property located in the Town of Red Hook identified by tax grid number _______________________, identified on the annexed Schedule A (the Property) and,
WHEREAS, the Customer desires to purchase water from the Village for the Property and,
WHEREAS, the VILLAGE at the present time has determined that it has excess water capacity and is in the position to supply water outside the Village of Red Hook, is willing and ready, although not obligated to do so under law, to sell water to the CUSTOMER for its Property under the following terms and conditions and at the price hereinafter specified, and
WHEREAS, the parties are now desirous of entering into a contract
concerning the terms and conditions of the selling of water to the CUSTOMER for use in the Project
NOW, THEREFORE, it is mutually agreed as follows:
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SECTION 1. VILLAGE TO FURNISH WATER
A. Water Source: Subject to all the terms, limitations, restrictions, and conditions of this agreement the VILLAGE agrees to furnish water to the CUSTOMER for the Property. The CUSTOMER has no other means of obtaining a municipal water supply. VILLAGE agrees to furnish the same water from the same sources and receiving the same treatment used by the residents of the VILLAGE. Water may be provided from the Village reservoir or other Village sources, authorized by law to provide water.
B. Limits on Water Sold: The amount of water to be furnished to the
CUSTOMER under this agreement and the amount of water consumed by the
Project shall not exceed ______ gallons per year (GY). The CUSTOMER shall not exceed a maximum daily demand (MDD) of ______ gallons. However, the Village does not represent or guarantee the amount of water it can provide to the CUSTOMER, nor the water quality, pressure, or fire flows. This agreement shall remain in effect for a period of two years (2) from the date of execution. Following the two-year period, the VILLAGE may terminate this agreement only if the CUSTOMER has not completed hookups to the Project and begun drawing water, and only after the VILLAGE has provided the CUSTOMER with 120 days written notice to cure, during which time the CUSTOMER may begin to draw water and, in such event, this agreement shall remain in full force and effect.
SECTION 2 . PROPERTY AREA
Only water users within Property in the area described on Schedule A are permitted to receive water.
A. The Area to be served shall be the real property as described on the attached Schedule A.
B . The VILLAGE makes no promises or representation of any kind that it will provide water to any other area other than the Property described on the attached Schedule A.
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C . All connections and use of water shall be subject to the approvals and
restrictions set forth in Section 12 of this agreement in addition to other applicable terms of this agreement.
SECTION 3. RATE CHARGED FOR WATER
A . Subject to the terms and limitations of this agreement, VILLAGE agrees to furnish water to the CUSTOMER and CUSTOMER agrees to pay VILLAGE for such water at two times the rate charged by the VILLAGE for water customers within the VILLAGE. No volume discount will be given. A water meter measurement will be used by the VILLAGE to determine the amount of water sold to the CUSTOMER.
B . In addition to the charges set forth in Section 3 A above, surcharges will be paid by the CUSTOMER to the VILLAGE if the water sold during any calendar year (4 consecutive billing quarters) is in excess of the amounts set forth in Section 1 B above. The surcharged rate for water sold in excess of the amount set forth in paragraph 1 B will be two times the VILLAGE rate charged to VILLAGE users. The surcharges will be charged to the
CUSTOMER as part of the fourth quarterly bill of each year by adding the total water consumption during the immediately preceding three billing quarters to the water consumption for the fourth billing quarter and billing the CUSTOMER for the amount of water sold to the CUSTOMER that exceeds the GY limitation at the surcharged rate. The surcharges imposed by this Section 3 B shall not relieve or waive compliance by the CUSTOMER with the limitation requirements on water consumed by the CUSTOMER as set forth in Section 1 B of this agreement and the VILLAGE reserves the right to determine at any time that exceeding the limitation requirement by the CUSTOMER is a violation of this agreement which is subject to the provisions of Section 20 of this agreement.
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C . Specifications for the water meter and meter pit shall be subject to the
approval of the VILLAGE and shall be located as approved by the VILLAGE. The water meter, meter pit and appurtenances, and construction thereof shall be at the CUSTOMER’S expense and upon completion and acceptance by the VILLAGE shall be transferred to the VILLAGE together with all required easements and available warranties.
D. In the event of any increase in the water rates or minimum charge to users located within the VILLAGE, the water rate and minimum charge to the CUSTOMER under this agreement where water consumed is measured by the water meter shall also be increased as follows: The amount of the increased rate to the CUSTOMER shall be two times the increase charged to water customers located within the VILLAGE.
E. All rates set forth in this agreement shall become effective upon the date of this agreement and any increases in rates shall become effective immediately upon the effective date of any increase in VILLAGE rates to water customers within the VILLAGE. The VILLAGE shall notify the CUSTOMER in writing of any increase, but failure to do so shall not relieve the CUSTOMER from paying the increased new rate.
SECTION 4. RESPONSIBILITY FOR WATER MAINS, MASTER
METERS, ETC.
A . It shall be the responsibility of the CUSTOMER, at the sole expense of the CUSTOMER, to construct the service line, install the water meter and appurtenances within the Property area and make the necessary connections in accordance with approved plans and applicable laws, rules, and regulations. All work shall, at all times, be open to and for the inspection of the VILLAGE, its Superintendent, their designee, or any of its engineers, and the
CUSTOMER shall indemnify and save harmless the VILLAGE from any and
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all liability arising out of any claims or liability or any claim arising from
construction, repair, maintenance or replacement of said water lines, meters and appurtenances.
B . The VILLAGE shall have the right to review the engineering plans relating to the installation of water lines, meters, and appurtenances. The
CUSTOMER shall correct any matters which the VILLAGE believes may adversely affect the Village water system. Failure to review or advise
CUSTOMER shall not relieve CUSTOMER from its responsibilities not to create any harm or adverse impact to the Village water system or water supply. C . The VILLAGE shall receive notice and the details of any proposed water line connection at least fourteen (14) days prior to the connection and be present during the connection process. In the event the VILLAGE determines the connection may create any adverse condition to the Village water supply/system, the VILLAGE shall have the right to refuse/terminate the connection.
D . All water sold under this agreement and conveyed to the CUSTOMER shall be measured by a water meter installed at CUSTOMER’S expense in accordance with specifications approved by the VILLAGE.
E . The VILLAGE shall at all times have access to the water meter for
inspections, readings and testing. CUSTOMER shall supply all easements to VILLAGE for service lines, meters and appurtenances that are to become part of the VILLAGE water system. Whenever the VILLAGE determines that the water meter is malfunctioning or not accurately measuring water consumption the VILLAGE may make estimates by any reasonable method where the meter is not working or accurately measuring water sold.
SECTION 5. HOLD HARMLESS
CUSTOMER will save harmless and indemnify the VILLAGE, its officers and
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employees, from any damage or expense or from any and all claims, suits, causes of action, brought by any person or persons, corporation or association, because of any fault or condition either in the delivery, quality and quantity, water pressure or any damaging results of any kind or nature to persons or property growing out of the furnishing of water hereunder, or the failure to furnish the same by VILLAGE to CUSTOMER or by reason of CUSTOMER’S non-compliance with any provision of this agreement. CUSTOMER further agrees to save VILLAGE harmless and indemnify the VILLAGE from any claim, suit or cause of action which any person or persons, corporation or association may claim to have by reason of the fact that there was insufficient water in the mains for use or to put out any fire within the Property or for any other purpose, and more specifically any claim of any kind made against said VILLAGE by reason of furnishing water under this agreement or failure to do so. CUSTOMER shall indemnify and hold harmless the VILLAGE from and against any expenses or damage or other liability that the VILLAGE may incur arising from the CUSTOMER’S violation of any term of this agreement.
SECTION 6. VILLAGE NOT LIABLE
The VILLAGE and its officers and employees, shall not be responsible or liable for shortage of water or lack of water pressure, poor water quality, insufficient water to put out any fire or for the failure to transmit water under this agreement due to any acts of God including, but not limited to, droughts, fire, earthquake, floods, strikes, lockouts, malfunctions or break down of equipment or computers, water line breaks (including breaks caused by accident), dam failure, vandalism or other causes. In addition, the VILLAGE does not guarantee the amount of or quality of water to be sold, water pressure, fire flows. See paragraph 1(B) and 5 above. The VILLAGE will sell the same
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water as sold to VILLAGE residents. The VILLAGE makes no representations or warranties of any kind.
SECTION 7. CUSTOMER INSURANCE REQUIRED
CUSTOMER, prior to commencing any construction and before awarding any contract, shall provide the VILLAGE with a certificate of insurance in the amount of at least $2 million dollars naming the VILLAGE as additional insured for all construction contracts in connection with the Property.
SECTION 8. METERS AND BILLING
A . The VILLAGE agrees to be responsible for reading the water meter to determine the amount of water sold to the CUSTOMER for the Property. B. The VILLAGE will read all such meters necessary to properly bill the CUSTOMER and invoice the CUSTOMER quarterly for the total cost for all water conveyed by the VILLAGE according to the rate set forth in Paragraph 3 of this Agreement and the CUSTOMER shall pay the VILLAGE for the charges for all such water conveyed as set forth in Paragraph 3 of this agreement.
C. The CUSTOMER shall pay the VILLAGE the charges as set forth in this agreement within thirty (30) days of receipt of the VILLAGE bill. If payment is not made by the CUSTOMER within thirty (30) days, there shall be a
penalty, consistent with the current VILLAGE regulations, added to the bill in accordance with the Water Rules and Regulations of the VILLAGE. The
CUSTOMER shall pay the full amount of the bill submitted by the VILLAGE. D . The water meter shall be installed at the sole expense of the CUSTOMER. The water meter shall meet VILLAGE specifications and American Water Works Association (AWWA) specifications will be used where practicable. The water meter shall be installed at a location approved by the VILLAGE.
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The VILLAGE may make estimates if the water meter is not functioning properly or for any reason the meter cannot be read. The VILLAGE shall at all times have free access to the water meter. The CUSTOMER shall be subject to the same penalties as VILLAGE water users for late payment of water bills. In the event the meter is not functioning or is not accurately measuring water consumed, the Village may make estimates based upon any method that is reasonable.
SECTION 9. EXPANSION PROHIBITED WITHOUT VILLAGE APPROVAL
No resale of water outside of the Property boundaries shall be made without the prior written consent of the VILLAGE granted pursuant to resolution of the Board of Trustees of the VILLAGE. No connection shall be allowed or permitted from outside the Property area or served by this contract without prior written permission from the Board of Trustees of the Village. The CUSTOMER shall not sell or convey water outside of the Property area described in Section 2 A of this agreement without the prior written permission of the VILLAGE.
SECTION 10. CUSTOMER TO COMPLY WITH STATE LAWS, ETC.
The CUSTOMER shall comply with all State laws, rules, and regulations regarding the purchase of water and distribution to the CUSTOMER.
SECTION 11. NO EXTENSIONS
No extensions of the water lines connected to the Property described in attached Schedule A shall be permitted without first obtaining the prior written consent of the VILLAGE. If VILLAGE consent is given it may contain such terms and conditions as the VILLAGE determines necessary to protect the
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water supply of the VILLAGE. Unless such consent is given, water lines to be constructed are limited to those set forth in attached Schedule A.
SECTION 13. REPAIR OF WATER BREAKS/ LEAKS
CUSTOMER agrees at its own cost to promptly repair all service line leaks or breaks within the Property which have not been transferred to the VILLAGE. CUSTOMER shall take all necessary measures to ensure any water breaks or leaks are promptly repaired or replaced. If the CUSTOMER fails to promptly repair any such leak or break after ten (10) days’ notice from the VILLAGE, the VILLAGE may make said repair, although under no obligation to do so, and the CUSTOMER shall reimburse the VILLAGE for the cost thereof within thirty (30) days of billing from the VILLAGE. No notice will be required if the water leak or break involves a large loss of water or creates any damage to persons or property as determined by the VILLAGE. The CUSTOMER agrees to pay VILLAGE for water lost due to any water line break or leak as measured by the water meter. If the meter is not functioning or not accurately measuring water, the VILLAGE may make estimates by any reasonable basis.
SECTION 14. CUSTOMER TO ENFORCE WATER RULES AND
REGULATIONS
A. Village Rules to Apply. The water rules and regulations of the VILLAGE as adopted and as amended to date and as may be further amended from time to time and any new water laws, rules and regulations enacted by the VILLAGE shall be deemed a part of this agreement, as if fully set forth herein, to the extent said rules and regulations are not inconsistent with this agreement.
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B. Customer to Enforce Rules . CUSTOMER agrees to promptly enforce
within the Property all the terms of this agreement, including those incorporated by reference.
SECTION 15. EASEMENTS, APPROVALS, ETC.
CUSTOMER shall obtain prior to construction or making any connection to the Village water mains, any necessary easements, approvals, licenses and permits that may be required for the Property to obtain and distribute water from the VILLAGE, including without limitation, the granting of a water supply permit from the State of New York. CUSTOMER shall supply as-built drawings of all VILLAGE owned water lines, meters, and appurtenances.
SECTION 16. CUSTOMER RESPONSIBLE FOR ALL EXPENSES WITHIN PROJECT
The CUSTOMER shall be responsible for all costs of this Agreement, including but not limited to, all engineering, legal and other associated costs incurred by the VILLAGE in the review and approval of this Agreement. No expenses shall be charged to the VILLAGE. The CUSTOMER at its sole expense shall be responsible for all the CUSTOMER’S water lines, water meter, and appurtenances . In the event the VILLAGE incurs any expense attributable to the Project outside of the normal expense in providing water, e.g. VILLAGE repairs a CUSTOMER water line (although under no obligation to do so), then CUSTOMER shall reimburse the VILLAGE within ’ thirty days of billing for all of VILLAGE S costs associated with the Property.
SECTION 17. BACKFLOW PREVENTORS
The CUSTOMER shall make sure a back flow preventer acceptable to the VILLAGE is installed for any premises formerly connected to a water well and
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any new connections or such other places as the VILLAGE deems necessary to protect the VILLAGE water supply. Back flow preventers shall be installed prior to the connection to the Project water main. CUSTOMER shall not permit any VILLAGE water to be connected to any premises that receive water from any other source such as, but not limited to, ponds or water wells.
SECTION 18. OTHER RULES
It is agreed that that the VILLAGE may under this contract issue such other or additional terms or rules for the CUSTOMER as the Village Board of Trustees determines is necessary for the proper administration of this contract and for protection of the Village water supply/system.
SECTION 19. RIGHT’S OF THE PARTIES
A . The VILLAGE reserves to itself all rights pertaining to the sale of water outside Village boundaries as set forth in Article 11 of the Village law. B. In the event that either party is required to bring any action for enforcement of its rights under this agreement each consent to the jurisdiction of the Village of Red Hook court. In the event that either party obtains a judgment the ’ prevailing party shall be entitled to its reasonable costs including attorney s fees.
SECTION 20. TERM OF AGREEMENT
This agreement shall become effective upon execution thereof by the parties. It shall remain in effect for a term of forty (40) years, automatically renewable, unless terminated by the VILLAGE pursuant to Section 20 above.
SECTION 21. ASSIGNMENT BY VILLAGE
The VILLAGE shall have the right to assign all or part of its rights and
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obligations under this agreement to any other municipal entity or other entity
authorized by law to sell water, provided the Assignee in the assignment accepts the contract obligations assigned.
SECTION 22. BINDING EFFECT
This agreement shall bind the parties hereto, their successors and assigns. This agreement shall not be assigned by CUSTOMER in whole or in part without the prior written approval of the VILLAGE.
SECTION 22
This contract was approved by the VILLAGE at a meeting of the Board of Trustees of the Village of Red Hook held on _______________
IN WITNESS WHEREOF, the parties hereto, pursuant to duly adopted Resolutions of the parties have caused this agreement to be signed by its duly authorized official and their corporate seals to be hereunto affixed the day and year first written above.
VILLAGE OF RED HOOK
By:________________________
By_________________________
Karen Smythe - Mayor
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