Tri-Municipal MOA 1989uARFARARO & QUARTARARC7
ATTORNEYS AT 4AW
9 CANNON 5'fR EET
pOVOO KEEP91E, NEW YORK
AMENDED
MEMORANDUM OF UNDERSTANDING
BETWEEN TRI-MUNICIPAL SEWER COMMISSION
AND THE TOWN OF WAPPINGER.
This Memorandum of Understanding sets forth the basic
terms of a proposed agreement between the Tri-Municipal Sewer
Commission ("Commission") and the Town of Wappinger ("Town")
with respect to the treatment of sewage to be generated in the
Town of Wappinger and to be treated by the Tri-Municipal sewage
treatment plant.
The terms of the agreement shall contain the following
conditions:
1. Scope -- it is anticipated that the agreement will
be directed toward. the initial treatment of 1,000,000 gallons
per day of sewage generated in the Town of Wappinger (Phase 1)
in the Wappinger Sewer Improvement Area #1 and The Rockingham
Farms Sewer District with the understanding that the delivery
of the sewage will be in phases. It is anticipated that the
eventual total flow being provided for will be 4,000,000
gallons per day. The Town of Wappinger shall have the right to
first refusal on using the last 3 million gallons of treatment
available at the site for a future specified time period.
2. It is anticipated that the sewage will be delivered
by the Town of Wappinger to the existing 'Tri-Municipal pumping
station located in the Village of Wappingers Falls. From that
point on, the Tri--Municipal Commission will have jurisdiction
over the modifications of the existing pump station and all
delivery systems to the treatment plant. Furthermore, the
enlargement of the treatment plant will be performed by the
Tri•TMunicipal Sewer Commission and its Consultants.
7 RARTARARO S OUARTARARO
ATTORNEYS AT LAW
9 CANNON STREET
POUGHKE.EPSIE, IIEW YORK
3. The Commission will be responsible for the
preparation of map plan and report for all facilities that need
to be enlarged or modified from the point of entry at the
Village Pump Station through the expansion of the plant and the
modification of any outfall lines to the Hudson River, a copy
of which map plan and report shall be furnished to the Town of
Wappinger. The map plan and report, as well as all
environmental and legal work and the detail design for any
modifications and expansion, shall be performed by the
consultants of the Tri-Municipal with the understanding that
payment therefor shall be made by the Town of. Wappinger.
Estimates for cost of work will be provided on a staged basis.
4. The Commission will treat the sewage and charge the
Town of Wappinger at a rate computed in the same manner as
presently computed for the existing Town of Poughkeepsie First
Ward Sewer District or the Village of Wappingers Fails,
Operations and Maintenance will be charged quarterly in advance
based on flow.
5'. Existing Tri-Municipal facilities which can
accommodate the increased flow generated by the expanded
district herein in the Town will be paid for proportionately,
based on design flow. The value shall be determined by the
consultants and engineers based on actual out-of-pocket cost
to the Commission (which includes the cost of indebtedness),
subject to review by the Town of Wappinger Consultants for
2
UARTARARO a OUARTARARO
ATTORNEYS AT LAW
CAUNOR STREET
PCLC}{KEF.PSIC, NEW YORY.
mathematical accuracy. The flow formula shall be computed by
the Commission's Engineers using the percentages which have
been established. by the Commission Accountants. Fees from
additional users or payments made subsequent to those payments
made or agreed to by the Town of Wappinger will be adjusted
with the Town of Poughkeepsie, the Village of Wappingers Falls,
and the Town of Wappinger on the same basis as above shown to
be determined by the Commission Accountants. Payment for
existing facilities shall be made by the Town of Wappinger over
a twenty (20) year period without interest and shall be in
equal annual amounts.
6. New facilities which necessarily must be
constructed will be paid for separately by the Town of
Wappinger. The payments called for shall be paid to the
Tri-Municipal. Sewer Commission prior to commencement of
construction through the issuance of serial bonds by the Town
of Wappinger-: The Town of Wappinger shall have the right to
refuse to award the bids for construction of new facilities,
which right shall not be unreasonably exercised, This tight
shall relate to costs of construction which would become
apparent at the time of receipt of the bids.
7 The design, construction and administration of the
new facilities, under the responsibility of the Commission
including necessary legal work regarding the design and
construction, shall be performed by the Commission
consultants.
3
NAPO & QUARTANARO
rORNEY3 AY LAW
CANNON STREET
'KEEPS'S. NEW YORK
New facilities falling under the responsibility of the
Tri-Municipal Sewer Commission are defined as:
Any and all modifications or improvements
required to any of the transmission facili-
ties, downstream of the Village Pump Station
(including pump station), pump stations and
wastewater treatment facilities installed.
The services provided for above shall be coordinated
with the Town of Wappinger consultants.
8. All transmission facilities, pumps and similar
facilities designed and installed by the Tri-Municipal Sewer
Commission shall be maintained by the Tri--Municipal Sewer
Commission. Tri-Municipal shall approve the design of the
facilities in the Town of Wappinger.
a) The quality of the effluent at the entry point
shall comply with the sewer use ordinances in existence in the
Town of Poughkeepsie and the Village of Wappingers Falls as
well as complying in all respect to the SPEDES Permit
requirements of the New York State D.E.C. and the United States
E.P.A.
9. In addition to the costs computed and the fund to
be created for construction, the Town shall further deposit
with the Commission, on a phased basis in a separate account,
the necessary funds to pay for the consultants during the
design in the early phases of work. All consultants will work
on a time basis and will submit vouchers monthly for work
performed on behalf of the project. Payment will be made
monthly based on copies of vouchers.
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'7 UARTARARO h QUARTARARO
ATTORNEYS AT LAW
CAKNON STREET
POUG}IKEEPSIE, NEW YORK
10. All future capital expenses not related to the
necessary expansion and modifications called for herein shall
be paid for by the Town of Wappinger together with the Village
of Wappingers Falls and the Town of Poughkeepsie and other
users, if any, based on an allocated flow basis.
11. The parties hereto acknowledge that there are some
claims for damages made by contractors who have constructed the
existing facilities. It is understood that any recovery by
the contractors shall be added to the value of the existing
facilities and factored into the formula with respect to costs
of the existing facilities. The parties understand that there
is also an action by Irmingard Klebe, Index No. 1987/4421, and
that any damages awarded in that action by acts of the
Commission committed prior to November 14, 1988 shall not be
part of any monies recoverable against the Town of Wappinger.
12. The term of the agreement to be entered into
between the parties shall be for as long a period of time that
the law will allow with the understanding that it is the intent
of the parties to be bound hereby for an indefinite term,
13. The parties understand that there is an additional.
3,000,000 gallons per day of sewage which is presently being
generated by the Town of Wappinger which may be treated by the
Tri-Municipal plant. The Town of Wappinger understands that
should the Town deliver said additional 3,000,000 gallons per
day, that the. terms and conditions of the treatment of such
additional sewage shall be essentially in accordance with the
terms hereof.
5
VAR;ARARO Q QUARTARARC
ATTORNEYS AT LAW
9 CANNON STREET
PO UnNKRER51E, NEW YORK
14. It is distinctly understood that any expenses
incurred or required to be made due to a flow contributed by
the Town of Wappinger in excess of the amount contracted for
shall be paid for by the Town of Wappinger,
15. Settlement of Disputes: Any disputes between the
parties hereto arising out of the application or interpretation
of the agreement shall be submitted for declaratory judgment to
the Supreme Court of the State of New York in Dutches s County.
16 . It is unders food by the par ties that any
improvements made hereto to accommodate the Town of Wappinger
shall be paid for as described above and that the delivery of
said sewage to the treatment_ plant shall continue throughout
the life of this agreement. This clause is being inserted
inasmuch as some of the payments made by the Town of Wappinger
will be made over a term of years based on flow. The Town of
Wappinger understands that i t will not divert said flow to a
different facility , provided neither party is in breach.
17. The method of payment and amounts thereof shall be
computed by the Tr1-Municipal Sewer Commission as above
mentioned. The agreement between the parties shall contain
language which will indicate that billings to the Town of
Wappinger must be paid for within 30 days. Should the Town of
Wappinger disagree with the amount, it agrees that it will
nevertheless pay the amount billed and contest the same
subsequent to the time the money is due since the billing is
based on budget.
6
18. Any tenants to the Town of Wappinger, will be
charged on an actual cost basis based on flow in accordance
with a formula similar to the one applied herein to the Town of
Wappinger.
19. The rights hereunder accruing to the Town of
Wappinger cannot be assigned to third parties outside of the
municipal boundaries of the Town of Wappinger without the
consent of the Tri-Municipal Sewer. Commission.
TRI-MUNICIPAL SEWER COMMISSION
By:
L Imo. JENSENi Chairman
B y :
a UARTAHARO a OHARTARARO
ATTORNEYS AT L.AW
9 CAHHOH STREET
POHcHKEZPSIE, NEW YORK
TOWN OF.WAPPINGER
STATE OF NEW YORK )
COUNTY OF DUTCHESS ) ss.:
On this ( ('(' day of
198 before me
personally came , to me known and known to
me to be the same person who subscribed the foregoing
iris trumen t, and tha t (s) he signed the same as
of the Town of Wappinger , and tha t (s) he execu te6 the above
agreement pursuant to a Resolution duly adopted by the Town
Board of said Town, and (s) he duly acknowledged to me tha
(s) he executed the same.
THOMAS F. WOOD
NOTARY PUBLIC, State of New York
No. 4684926
Qualified in Dutchess County
Commission Expires '0, 19
tlri 30
STATE OF NEW YORK
COUNTY OF DUTCHESS
NOTARY PUBLIC
On the day o.f 1989, before me
personally. came: Aii4 of the, TRI-MJNIC1PAL
SEWER COMM 1SS ION, to me known to be. the G-Ar4•-imr......---
of the Tr i-Municipal Sewer Commiss on , and who execLed the
for ego ing ins tr umen t pursuan L to a Resolu Lion passed by the
member s of the commission dur ing their regular nine ting on the
gt. day of ',.-.....,. :1,k4U----- , 1989, and who acknowledged
(I
tha t (s) he ex eci: Led. the for ego ing ins I -rumen L..
ANTHONY M. QUARrAPArtO
Notary Public Ot New York State
Resitting in Ootritioss Counly
Common Ex Or el Janimry 31, 1Sii,
ILIAFIYARARO QUARTAPARO
ATTO9NEYS AT LAW
9 r:A9909 rillIEET
POYO3HYPEPSIE, NEM YORK