HomeMy WebLinkAboutContract--NYS Route 13 Water Main SCLIWC clean 11-05-14.pdf
VILLAGE OF LANSING - SOUTHERN CAYUGA LAKE INTERMUNICIPAL WATER COMMISSION & ITS MEMBER MUNICIPALITIES– JOINT INTERMUNICIPAL
WATER MAIN AGREEMENT
THIS AGREEMENT (the “Agreement”) is made effective the 21st day of November, 2014, by
and among:
The VILLAGE OF LANSING, a municipal corporation in the County of Tompkins, New York,
with offices at 2405 North Triphammer Road, Ithaca New York 14850 (the “Village”),
the SOUTHERN CAYUGA LAKE INTERMUNICIPAL WATER COMMISSION, an
Intermunicipal executive body formed under General Municipal Law Article 5-G, being
comprised of municipal signatories, including the Village of Cayuga Heights, the Village of
Lansing, the Town of Dryden, the Town of Ithaca and the Town of Lansing, with offices at 1402 East Shore Drive, Ithaca, New York 14850 (the “Commission” or “Bolton Point”),
the VILLAGE OF CAYUGA HEIGHTS, a municipal corporation in the County of Tompkins,
New York, with offices at 836 Hanshaw Road, Ithaca, New York 14850,
the TOWN OF DRYDEN, a municipal corporation in the County of Tompkins, New York, with
offices at 93 East Main Street, Dryden, New York 13053, on its own behalf and on behalf of
Water District No. 1, Snyder Hill Water District, Monkey Run Water District, Hall Road Water
District, Turkey Hill Water District, and Royal Road Water District,
the TOWN OF ITHACA, a municipal corporation in the County of Tompkins, New York, with
offices at 215 N. Tioga Street, Ithaca, New York 14850, and
the TOWN OF LANSING, a municipal corporation in the County of Tompkins, New York,
with offices at 29 Auburn Road, Lansing, New York 14882, on its own behalf and on behalf of the Town of Lansing Consolidated Water District and its extensions.
WITNESSETH:
WHEREAS, the Village is one of the five member municipalities of the Commission, such other
members being the Town of Ithaca, Town of Lansing, Town of Dryden and Village of Cayuga
Heights; and
WHEREAS, as indicated above, the Commission is an Intermunicipal executive body formed under General Municipal Law Article 5-G for the purpose of providing public water service to
designated areas of the Commission’s municipal members and other adjacent municipalities; and
WHEREAS, the Village, in conjunction with the Commission and its municipal members, is
undertaking a Water Main Project involving the intermunicipal installation of a new water main that will cross New York State Route 13, such joint project and its intended purposes being more
specifically described and set forth in the Engineer’s Report prepared by T.G. Miller, P.C. –
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Engineers and Surveyors, dated November 4, 2014, entitled “Village of Lansing Airport Tank
Grid – NYS Route 13 Crossing,” such Engineer’s Report being attached hereto as Exhibit A, incorporated herein, made a part hereof, and hereinafter referred to as the “Joint Project”; and
WHEREAS, the Village of Lansing Board of Trustees, in performing the lead agency function
for its independent and uncoordinated environmental review in accordance with Article 8 of the
New York State Environmental Conservation Law - the State Environmental Quality Review Act (“SEQR”), (i) thoroughly reviewed the Short Environmental Assessment Form (the “Short EAF”), Part 1, any and all other documents prepared and submitted with respect to the Joint
Project and its environmental review; (ii) completed its thorough analysis of the potential
relevant areas of environmental concern to determine if the proposed joint project may have a
significant adverse impact on the environment, including the criteria identified in 6 NYCRR Section 617.7(c); (iii) completed the Short EAF, Part 2; and (iv) completed Part 3 and made a negative determination of environmental significance (“Negative Declaration”) in accordance
with SEQR for the Joint Project and determined that an Environmental Impact Statement would
not be required; and
WHEREAS, the Commission and/or member municipalities of the Commission have likewise performed the SEQR lead agency functions for its/their independent and uncoordinated
environmental review(s) and thereby (i) thoroughly reviewed the Short Environmental
Assessment Form (the “Short EAF”), Part 1, any and all other documents prepared and submitted
with respect to the Joint Project and its environmental review; (ii) completed its thorough analysis of the potential relevant areas of environmental concern to determine if the proposed joint project may have a significant adverse impact on the environment, including the criteria
identified in 6 NYCRR Section 617.7(c); (iii) completed the Short EAF, Part 2; and (iv)
completed Part 3 and made a negative determination of environmental significance (“Negative
Declaration”) in accordance with SEQR for the Joint Project and determined that an Environmental Impact Statement would not be required; and
WHEREAS, the Village has granted its approval of the Joint Project and confirmed its
commitment to enter into this Intermunicipal Agreement in its dual capacities as owner of the
Joint Project and as a Commission member municipality; and WHEREAS, the Commission and its member municipalities have likewise granted their
respective approvals of the Joint Project and confirmed their respective commitments to enter
into this Intermunicipal Agreement; and
WHEREAS, it is in the best interests of the Village, the Commission and the member municipalities of the Commission that the participating parties to this intermunicipal
collaboration jointly agree to make the reasonable and necessary efforts to achieve the foregoing
objectives and purposes as provided for in the Joint Project and as set forth herein and hereafter;
NOW, THEREFORE, in consideration of the promises, covenants, and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which being hereby acknowledged, the Village, Commission, Village of Cayuga Heights, Town of Dryden,
Town of Ithaca and Town of Lansing hereby agree as follows:
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1. Intermunicipal Water System Provisions.
A. The Village will construct and own the Joint Project’s facilities, which will primarily serve the Village’s water system, all as described in Exhibit A. The Commission will use the
Joint Project’s facilities on a temporary emergency basis as a backup water main crossing
whenever the Commission’s existing water main under New York State Route 13 is not available
for use, as described in Exhibit A and in the document titled “Village of Lansing/Bolton Point Dual Purpose Main Operational and Transition Procedures” dated October 7, 2014, which is attached hereto as Exhibit B and is incorporated herein and made a part hereof. The
Commission’s five member municipalities will pay the Village a total of Two Hundred Thirteen
Thousand Two Hundred Forty-Seven Dollars and Fifty-Seven Cents ($213,247,57), which sum
compensates the Village for the additional capital costs it will incur to make the facilities available and adequate for the Commission’s temporary emergency use. The Commission’s five member municipalities will pay the Village fifty percent of this amount (One Hundred Six
Thousand Six Hundred Twenty-Three Dollars and Seventy-Nine Cents [$106,623.79]) within
five days after full execution of this Agreement, and the remaining fifty percent within five days
after the Commission’s General Manager determines that the project is complete. The Village shall notify the Commission’s General Manager in writing when the Village believes the project has been completed, and the Commission’s General Manager shall either concur or disagree, and
state the reasons for any disagreement, within ten (10) days after receipt of the Village’s
notification. Each municipality’s allocation of the Commission’s share shall be determined by
the apportionment of capital costs as set forth in the Amended, Supplemental, Restated and Consolidated Agreement of Municipal Cooperation for Construction, Financing and Operation of an Inter-Municipal Water Supply and Transmission System, dated June 5, 1979, as amended,
that governs the Commission’s creation and operations (hereafter referred to as the “Bolton Point
Agreement”). Except as otherwise specified in Exhibit B, the Village will maintain, repair and
replace as necessary the Joint Project’s facilities. The costs of repair and replacement shall be shared in the proportions shown in Exhibit A, with each municipality’s allocation of the Commission’s share for repairs and replacements determined by the apportionment of
operational costs and capital costs, as the case may be, as set forth in the Bolton Point
Agreement. Notwithstanding any statement to the contrary in Exhibit A, any replacements of the
Joint Project’s water main to be paid for by all the parties to this Agreement (and not solely by the Village of Lansing) shall be subject to prior approval of all parties and compliance with all necessary procedures for municipal approvals.
B. The parties hereby agree to work cooperatively, collaboratively, and in good faith
regarding their collective rights and obligations as set forth in the Joint Project, and shall further exercise and perform their respective obligations and requirements as more specifically provided for and as set forth in the attached Exhibit B. The parties shall further (i) exercise and coordinate
their efforts so as to reasonably avoid interfering with another party’s rights and obligations set
forth in the Joint Project; and (ii) delegate to each other further temporary and/or permanent
obligations as jointly determined and agreed upon in writing, such writing to be deemed as an amendment hereto and attached to this Agreement.
2. Indemnification. The Village shall indemnify, hold harmless, and defend the
Commission, the Village of Cayuga Heights, Town of Dryden, Town of Ithaca, Town of
Lansing, and their respective officers and employees, agents and elected officials from and
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against all claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements,
judgments, costs and expenses (including without limitation reasonable attorney’s fees and costs), whether or not involving a third party claim, which any or all of them may incur, resulting from injury or death to any person or persons or damage to property arising out of performance
of this Agreement by the Village, its employees, subcontractors, or agents, except to the extent
the Commission is negligent, the Village’s duty to indemnify shall not extend to the proportion
of loss attributable to the Commission’s negligence. Similarly, the Commission, Village of Cayuga Heights, Town of Dryden, Town of Ithaca, and Town of Lansing, shall indemnify, hold harmless, and defend the Village, its officers and employees, agents, and elected officials from
and against all claims, actions, suits, demands, damages, liabilities, obligations, losses,
settlements, judgments, costs and expenses (including without limitation reasonable attorney’s
fees and costs), whether or not involving a third party claim, which any or all of them may incur, resulting from injury or death to any person or persons or damage to property arising out of performance of this Agreement by the Commission, its employees, subcontractors, or agents,
except to the extent the Village is negligent, the duty to indemnify the Village shall not extend
to the proportion of loss attributable to the Village’s negligence.
3. Insurance. The Village and Commission shall maintain the following minimum
limits of insurance or equivalent self-insurance:
(A) Workers’ Compensation and New York Disability – Statutory
coverage Employer’s Liability – Unlimited. (B) Commercial General Liability including contractual, independent
contractors, products/completed operations – Occurrence form
required:
Each Occurrence $1,000,000 General Aggregate $3,000,000
Products/Completed Operations Aggregate $3,000,000
Personal and Advertising Injury $1,000,000
Fire Damage Legal $ 100,000 Medical Expenses $ 5,000
(C) Business Vehicle Coverage - Liability for owned, hired and Non-Owned vehicles:
$1,000,000 Combined Single.
(D) Umbrella Liability/Excess Liability - Each Occurrence $3,000,000.
(E) Both parties shall maintain “additional insured” coverage upon a primary and
non-contributory basis for the officers, elected officials, employees and agents of
the parties it has a duty to defend and indemnify pursuant to Section 2 above.
Upon reasonable request by the other, the Commission and the Village will provide one or more
certificates of insurance evidencing the coverages required by this Agreement.
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4. Dispute Resolution: Consistent with Section 13 of the Bolton Point Agreement,
any disputes between two or more parties arising out of the application or interpretation of, or a party’s performance under, this Agreement shall be submitted to the Supreme Court of the State of New York in Tompkins County, New York, where any party may seek declaratory judgment,
injunctive relief, damages and/or other appropriate relief.
5. Notice: Whenever in this Agreement it shall be required or permitted that notice or demand be given or served by any party to this Agreement, such notice or demand shall be
given in writing to the other Village Mayors, Town Supervisors and the Commission General
Manager, as the case may be, at the addresses for the parties indicated above and in the following
manner: All such notices shall be (i) delivered in person with written and notarized proof thereof,
and in such case shall be effective as of the date of such personal delivery; or (ii) sent by certified or registered mail, return receipt requested, and in such case shall be effective as of the
date three (3) days following the date upon which such mailing is deposited; or (iii) sent by a
nationally recognized overnight courier, and in such case shall be effective one (1) day after the
date of delivery to such courier. The address of any party may be changed from time to time by
such party providing written notice as required in this paragraph.
6. Term and Termination:
A. Because the Joint Project is interconnected with and serves a Commission water main
and other facilities, this Agreement and the terms hereof shall commence as of the effective date indicated above and end on the date the Bolton Point Agreement expires or terminates, unless earlier terminated by the written consent of all parties. Any such expiration or termination of
this Agreement, unless otherwise agreed in writing, shall not relieve any party from its respective
obligations arising prior to such termination. The rights and obligations of the respective parties
under this Section 6, and Section 2 (Indemnification), Section 4 (Dispute Resolution), and Section 7 (Miscellaneous) shall survive the expiration or termination of this Agreement and remain in full force and effect.
B. If this Agreement expires or terminates prior to the end of the forty-year period of
probable usefulness for the Joint Project facilities established by Local Finance Law § 11.00(a)(1), or prior to the end of the period of probable usefulness for any replacements of such facilities, the Village shall reimburse the Commission’s member municipalities for the value of
the remaining useful life of the Joint Project facilities, with such amount determined by utilizing
New York State Comptroller methodologies and generally accepted accounting principles for
municipalities. The Village’s payments shall be allocated to the five Commission member municipalities in the same proportions as the five municipalities paid for the Joint Project’s capital costs. The Village’s payments shall be made within sixty days of the expiration or
termination of this Agreement.
7. Miscellaneous: This Agreement (i) shall be governed by the laws of the State of New York without regard to, or the application of, New York State’s choice of law provisions, (ii)
constitutes the entire agreement among the parties with respect to the subject matter of this
Agreement, (iii) supersedes all prior agreements, understandings and arrangements, both oral and
written, among the parties with respect to such subject matter, and (iv) may not be modified in
any way unless in writing signed by both parties. The waiver by any party of a breach or
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violation of any term or provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach or violation. If any court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or
unenforceable. Any other term, provision or requirement that is imposed or required by law, rule
or regulation shall be deemed incorporated into this Agreement as so required, and the parties shall cooperate to execute a formal amendment to so include such term, provision or requirement in writing. If such added or amended term, provision, or requirement affects the value or cost of
any goods or services provided hereunder, the parties shall cooperate in good faith to adjust the
compensation and/or consideration due under this Agreement to or from a party. The parties
agree to execute and deliver such other documents and to perform such other acts as may, from time to time, be reasonably required to give full force and effect to the intent and purpose of this Agreement. Each party executing this Agreement represents and warrants that (i) he or she has
the specific authority to bind the party on whose behalf he or she is signing this Agreement, (ii)
the consent of any third parties is not required to perfect such authority, (iii) the party on whose
behalf he or she is signing this Agreement has undertaken all actions required to enter into this Agreement, and (iv) his or her signature represents the binding obligation of such entity.
8. This Agreement may be executed (i) in counterparts, such counterparts together
comprising a single, binding agreement, and (ii) by facsimile or electronic signatures, which
signatures shall be accepted as if they were original execution signatures.
[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day(s)
and year written below. VILLAGE OF LANSING
By: ________________________________ Donald Hartill
Its: Mayor
Date: ______________________________
SOUTHERN CAYUGA LAKE INTERMUNICIPAL WATER COMMISSION
By: _________________________________
Michael Newman
Its: _________________________________ Chairperson
Date: ________________________________
VILLAGE OF CAYUGA HEIGHTS
By: ________________________________
Kate Supron Its: Mayor
Date: ______________________________
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TOWN OF DRYDEN
________________________________
Mary Ann Sumner
Supervisor
Date: ______________________________
________________________________
Linda Lavine Councilperson
Date: ______________________________
________________________________ Jason Leifer
Councilperson
Date: ______________________________
________________________________
Greg Sloan
Councilperson Date: ______________________________
________________________________ Joseph Solomon Councilperson
Date: ______________________________
TOWN OF ITHACA
By: ________________________________
Herbert J. Engman Its: Supervisor
Date: ______________________________
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TOWN OF LANSING
________________________________
Kathryn Miller
Supervisor Date: ______________________________
________________________________ Robert Cree Councilperson
Date: ______________________________
________________________________
Douglas Dake
Councilperson
Date: ______________________________
________________________________
Ruth Hopkins Councilperson
Date: ______________________________
________________________________ Edward LaVigne
Councilperson
Date: ______________________________
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EXHIBIT A
(See attached)
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EXHIBIT B
(See attached)
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