Tri-Municipal Agreement Resolution 1994.nuG-og-1994 12: 13 P. 7/1 ,-
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,A GREEMENT
�e�re,n�Q•�
This AGREEMENT made the f fix, 1994
by and between
the Tri-Municipal Sewer Commission
acting on behalf of the
Town of Poughkeepsie and the Village of Wappingers Falls
said Cormission being formed pursuant to Article 50 of the
General Municipal Law of the State of New York,
which commission has its office and principal place of business on
Sheafe Road, Town of potighkeepsie, nutchess County, New York
hereinafter referred to as the
"COMMISSION"
Mm
The Town of Wappinger,
acting for itself and on behalf of the
Wappinger Sewer Transmission/Treatment Improvement,
an improvement authorized pursua.rtt to Article 12-C of the
Town Law of the State. of New York, said Town being_ a
Municipal Corporation of the State. of New Yolk
with an office and principal place of business located at
20 Middlebush Road, Town of Wappinger, Dutchess County, New York
hereinafter referred to as the
"TOWN"
WITNESSETH
WHEREAS, the COMMISSION and the TOWN have entered into a
Agreement dated fuly 10,1991 hereinafter referred to as the "AGREEMENF"; and
WHEREAS, the "AGREEMENT" provided for die construction of an expansion to
the existing Tri-Municipal Waste Water Facility so as to treat and accommodate 1,000,000
gallons of sewage per day generated in the TOWN, which expansion is hereinafter referred
to as the "PROJECT"; and
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AUG-09-1994 12:13
P.09/13
WHEREAS, the COMMISSION and the TOWN wish to confirm the arrangements
and procedures for the financing of this project pursuant to the Short -Term PFLA and Long -
Term PFLA.
NOWt TIiEREFORE, in consideration of the mutual promises herein contained, the
Parties agree as follows:
I. INCOR 2RATION, All the recitals set forth above are hereby incorporated
and made part of this AOREEMPNT as if fully set forth herein.
2. TERM. The Term of this AGREEMENT shall continue for such time as is
necessary to complete the construction of the PROJECT and disburse all authorized proceeds
pursuant to both the Short -Term PFLA and the Long -Term PFLA for the EFC project
designated as "SRF Project No. 5306-02".
I RT-1 EINANCING.
A, EDITIONS. Notwithstanding miything to the contrary contained in
the AGREEMENT, and only for such period as the Short -Term PFLA is in effect between
the TOWN and EFC, ' the COMMISSION will requisition progress payments by approving
and forwarding vouchers for progress payments to the TOWN and the TOWN in turn will
requisition these sums pursuant to Exhibit "G" of the Project Financing and Loan Agreement
between the TOWN and EFC dated June 24, 1994,
B. PROCEDUR.1aS, A summary of these praCedures is outlined in the letter' of
Sean Mullany, Esq. of EFC to me dated June 27, 1994, a copy of which is affixed hereto as
Exhibit # 1.
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RUG-09-i994 12'13
P.09/13
WHERE, AS, the "AGREEMENT" provided that all costs of the PROJECT would be
paid by the TOWN to the COMMISSION; and
WHEREAS, the "AGREEMENT"' also provided an option to the TOWN to finance
the cost of the PROJECT through the use of the New York State Revolving Loan Fund
(SRF); and
WHEREAS, the SRF is managed and disbursed by New York State Environmental
Facilities Corp. (EFC), and
WHEREAS, the TOWN and EFC have entered into a Short -Term Project Financing
and Loan Agreement (Short -Term PFLA), in the sum of $4,975,377.00 to pay a portion of
the costs of construction of the PROJECT, which is identified by EFC for loam purposes as
"SRP Project #5305-02"; and
WHEREAS, the TOWN and EFC will be entering into a Long -Term Project
Financing and Loan Agreement (Long -Term PFLA, in the approximate sum of
s,ia�,ggq,00 +1-, (which sum includes all sums issued pursuant to the Short -Term PFLA)
and which Long -Term PFLA is expected to close in December of 1994 in the Fail 1994
Pooled SRF Financing; and
WHEREAS, pursuant to Article IX DD (2) of the "Agreement", construction progress
payments are to be made by EFC to the COMMISSION in accordance with the regulations of,
EFC in effect during the construction phase of the PROJECT; and
WIUWXAS, the Town has agreed to designate the COMMISSION as its agent for the
receipt of loan proceeds disbursed pursuant to the Long -Term PFLA; and
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.AUG-09-1934 12:13 P, 10/13
C, PR(Q'ESSNl a _VOUC-REn Tlie TOWN agrees to process any such
approved vouchers within three business days of receipt and will not object to the submission
of the vouchers for any reason except a mathematical miscalculation, reserving the right to
object to any voucher porsuant to the terms and conditions of the "AGREEMENT."
D. SIGNATORY, Since the Short -Term PFLA has designated the TOWN as
the Murlicipal Loan Recipient, the funds requisitioned will be deposited in an account in the
name of the TOWN at Fleet Bank, Middlebush Road, Wappingers Falls, New York. To
ensure that the COMMISSION'S contractors and professionals are promptly paid, the TOWN
hereby authorizes the Commission to appoint a member or other person to act as a signatory
authorized to draw against said account for and in the name of the COMMISSION,
4. LA)NG-T M DNANC1N-Q--
a. RECIP I'. The 'TOWN hereby designates the COMMISSION as its
agent for the receipt of loan proceeds disbursed pursuant to the Long--''erm PFLA to be
executed by the TOWN and EVC for the Pall 1994 Pooled SU Financing ldentificd as SRF
Project No. 5306-02..
b. RE ff$lTiQNS. The TOWN hereby authorizes the COMMISSION as an
additional authorized party to requisition funds directly from EPC pursuant to the Long -Term
PFLA to be executed by the TOWN and EI~C in or about December, 1994.
c, INCORI',QRATLQ, The TOWN agrees to incorporate the substance of the
terms of this paragraph into the Long -Term PFLA to be executed between the TOWN and
EFC.
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RUG-09-139d 12:14 F'.11/13
IN WITNESS WHEREOF, the pRrties have executed this A�zeennetit ill four cauiitel'-
pants each of which shaIi constitute an Original.
TRI-MUNICIPAL SEWER COMMISSION
BY: r---
TOWN OF WAPPINGER
BYE
f�U
CONSTANCE O. SMI' 1
-5-
STATE OF NEW YORK }
COUNTY OF DUTCHESS ) ss•: _.
On this day of 1994, before me
personally came JAMES BAIN, to e known and known to me to
be the same person who subscribed the foregoing instrument,
and that he signed the same as Chairman of the Tri-Municipal
Sewer Commission, and that he executed the above agreement
pursuant to the resolution duly adopted by the Commission, and
he duly acknowledged to me that .he executed the same.
OTARY PUBLIC
Al, I:RT R KRTS
NOTARY i1BL tat ew York _...
STATE OF NEW YORK } QIi i S Co
COUNTY OF DUTCHESS �s .: Com;nission Expirss . 2u, 19._.rv,
On this 1 day of 1994, before
me personally came CONSTANCE O. SMITH, tc me known
and known to.me to be the same person who subscribed the
foregoing instrument, and that she signed the same as
Supervisor of the Town of Wappinger, and that she executed
the above agreement pursuant to the resolution duly adopted by
the Town of Wappinger, and she duly acknowledged to me that
she executed the same.
NOTARY PUBLIC
ALBF,4T R ROBERTS
NOTARY PUBLIC, State of New York
QLalified in outchess county
Commission Expires Feb. 28,1�-2 C,
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011ARTARARO 5 QNARTARARO
ATTORNEYS AT LAW
9 CANNON STREET
�CUGRKL??SIE, NEW YORK