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Airport Landfill Closure ,.'" -::; . SUPPLEMENT AL INTER-MUNICIPAL AGREEMENT THE AIRPORT LANDFILL CLOSURE PROJECT THIS AGREEMENT, made this lI"'f&daYOf ~ , 2003 by and between the following municipalities, located in the County of Dutchess, State of New York: TOWN OF POUGHKEEPSIE, A Municipal Corporation, with offices located at One Overrocker Road, Poughkeepsie, New York 12601, hereinafter referred to as the "TOWN" and CITY OF POUGHKEEPSIE, A Municipal Corporation, with offices located at the Municipal Building, Civic Center Plaza, Poughkeepsie, New York 12602, hereinafter referred to as the "CITY" and TOWN OF WAPPINGER, A Municipal Corporation, with offices at Town Hall, 20 Middlebush Road, P.O. Box 324, Wappingers Falls, New York 12590, hereinafter referred to as "WAPPINGER" and VILLAGE OF WAPPINGERS FALLS, A Municipal Corporation, with offices located at Village Hall, 2628 South Avenue, Wappingers Falls, New York 12590, hereinafter referred to as the "VILLAGE" and TOWN OF LaGRANGE, A Municipal Corporation, with offices located at Town Hall, 102 Stringham Road, LaGrangeville, New York 12540, hereinafter referred to as "LaGRANGE", and July 31,2003 the aforementioned municipal corporations are sometimes hereinafter referred to collectively as the "PARTIES" WHEREAS, the TOWN, the CITY, WAPPINGER, and the VILLAGE (not including LaGRANGE) originally entered into a written Agreement dated January 19, 1970 for the purpose of outlining the method of operation of a Joint Sanitary Landfill located at the Dutchess County Airport and for the further purpose of allocating the responsibilities of sharing the costs of operation of said landfill, a copy of said Agreement is attached hereto and made part hereof marked and designated as Exhibit No. 1; and WHEREAS, the operation of the landfill was known as the "Poughkeepsie- Wappinger Joint Landfill Project", hereinafter referred to as "JOINT LANDFILL"; and WHEREAS, the Agreement dated January 19, 1970 was supplemented by a further Agreement dated February 28, 1972 between all of the above PARTIES (including LaGrange) as well as the County of Dutchess, as the owner of the property upon which the landfill was maintained and operated by the PARTIES, a copy of said Agreement is attached hereto and made part hereof marked and designated as Exhibit No. 2; and WHEREAS, pursuant to the Agreement dated January 19, 1970, the operations of the JOINT LANDFILL have been managed by a Board of Governors consisting of the Mayors of the City of Poughkeepsie and Village ofWappingers Falls, and the Supervisors of the Towns of Poughkeepsie, Wappinger and LaGrange; and 0:\ W APPINGEIJointLandfill\Agreement\2003.doc 2 .. WHEREAS, at a meeting of the Board of Governors held on April 8, 1976, the Board of Governors determined each municipality's proportionate share of the costs of operation and maintenance of the JOINT LANDFILL to be as follows: Municivality Town of Poughkeepsie City of Poughkeepsie Town of Wappinger Village of Wappingers Falls Town of LaGrange TOTAL: Percentage 42.4208% 30.1898% 14.1728% 3.7166% 9.5000% 100%; and WHEREAS, the various and on going costs of maintenance and operation of the JOINT LANDFILL have been continually apportioned to the PARTIES in accordance with the aforementioned percentages since that date; and WHEREAS, the JOINT LANDFILL ceased operation as a landfill on or about April of 1976 and was thereafter closed pursuant to a plan purportedly adopted in accordance with New York State "Closure Guidelines"; and WHEREAS, in consequence of an on-site investigation of the JOINT LANDFILL undertaken by representatives of New York State Department of Environmental Conservation, Region 3 (hereinafter referred to as "DEC"), DEC determined that leachate from the JOINT LANDFILL was being released into the adjacent Wappingers Creek; and WHEREAS, in consequence of said investigation by DEC, a meeting of the Board of Governors and various representatives of the PARTIES and DEC was convened 0:\ W APPINGEVointLandfiIl\Agreement\2003.doc 3 at the Dutchess County Garden and Home Center in Millbrook, New York on April 11, 2001 to discuss the protocol for establishing further remediation measures at the JOINT LANDFILL site and to establish a protocol to bring the site into compliance with the requirements ofNYCRR Part 360; and WHEREAS, in consequence of said meeting, the Board of Governors retained the services of the following three engineering firms: Chazen Engineering and Land Surveying Co. with an office located at 21 Fox Street, Poughkeepsie, New York 12601 and Morris Associates, LLC with an office located at 9 Elks Lane, Poughkeepsie, New York 12601 and Paggi, Martin & Del Bene, LLP with an office located at 54-56 Main Street, Poughkeepsie, New York 12601, hereinafter collectively referred to as the "ENGINEERS"; and WHEREAS, the scope of the contract with the aforementioned ENGINEERS is to investigate, determine and develop plans and specifications and otherwise supervise the work necessary to bring the JOINT LANDFILL in compliance with the terms and conditions in the Order on Consent to be issued by DEC and approved by the PARTIES, a copy of which is annexed hereto as Exhibit No.3; and WHEREAS, each of the PARTIES adopted a Resolution of Intent regarding the proposed issuance and sale of general obligation bonds for the proposes of financing each municipality's proportionate share of the costs of the planning and construction of the closure of the JOINT LANDFILL, including pre-closure work, testing, site preparation, 0:\ W APPINGE\JointLandfill\Agreement\2003.doc 4 design and construction of the closure and leachate collection facilities to the extent any or all of such work is required by the Order on Consent; and WHEREAS, by execution of this Agreement, the PARTIES wish to restate and reconfirm their obligation to maintain the Joint Landfill and to undertake and complete the work required by the Order on Consent and to otherwise restate their mutual obligations to each other. NOW, THEREFORE, in consideration ofthe prior use, operation and maintenance ofthe Poughkeepsie-Wappinger Joint Landfill Project, the parties mutually hereby covenant and agree as follows: 1. RECITATIONS INCORPORATED. The recitations above set forth are incorporated in this Inter-Municipal Agreement as if fully set forth and adopted herein. 2. AUTHORITY. This Supplemental Agreement is made pursuant to Article 5-G of the General Municipal Law of the State of New York. 3. PURPOSE. The purpose ofthis Supplemental Agreement is to restate the mutual obligations which each of the PARTIES has with respect to the closure and maintenance ofthe joint sanitary landfill operation previously known as "Poughkeepsie- Wappinger Joint Landfill Project", to restate and reconfirm their obligation to undertake and complete the work required by the Order on Consent, and to otherwise restate the duties and obligations each of the PARTIES has to each other municipality, to the County of Dutchess and to the DEe. 4. PROJECT TITLE. The "Poughkeepsie-Wappinger Joint Landfill Project" shall be renamed and hereafter shall be known as "THE AIRPORT LANDFILL CLOSURE PROJECT", hereinafter referred to as the "PROJECT". o:\W APPINGE\JointLandfill\Agreement\2003.doc 5 5. TERM. This Agreement shall remain in effect for as long as is necessary to comply with the closure requirements for this PROJECT pursuant to the Order on Consent. 6. ADMINISTRATION. The management and responsibility for the administration of the operation of the PROJECT shall vest with a Board of Governors consisting of the Mayors of the City of Poughkeepsie and Village ofWappingers Falls, and the Supervisors ofthe Town of Wappinger, Town of Poughkeepsie and the Town of LaGrange, or their designees. The Board of Governors shall be authorized to appoint a Chairperson who shall preside at all meetings ofthe Board. The Members of the Board shall serve without compensation. The Board hereby adopts Robert's Rules of Order for the conduct ifits affairs except where same are inconsistent with law. The Board may establish other rules and regulations for the operation, maintenance and administration of the PROJECT and for the hiring and discharge of professional consultants and employees, as the case may be. The Board shall meet at such time and at such frequencies as the Board shall detennine from time to time hereafter. The meetings shall be subject to Article 7 of the Public Officers Law. The Board shall cause a yearly audit of the books and accounts of the PROJECT by an independent auditing finn. 7. APPORTIONMENT OF COSTS AND EXPENSES. The PARTIES hereto confinn and agree that the costs of operation and maintenance of the PROJECT shall be shared by the PARTIES in accordance with the following percentages: Municivalitv Town of Poughkeepsie City of Poughkeepsie Percentage 42.4208% 30.1898% 0:\ W APPING ElJointLandfill\Agrecmen t\2003 .doc 6 .' . Town of Wappinger Village ofWappingers Falls Town of LaGrange TOTAL: 14.1728% 3.7166% 9.5000% 100% 8. FINANCES. The Chief Fiscal Officer for this PROJECT shall be the Commissioner of Finance of the City of Poughkeepsie and all of the terms and conditions of Paragraph 7 ofthe Agreement dated January 19, 1970 shall remain in full force and effect. 9. CAPITAL EXPENITURES. Each of the PARTIES agrees to timely adopt any bonding resolutions or undertake any other measures necessary to finance its pro rata share ofthe costs of compliance with the Order on Consent. Each of the PARTIES agrees to contribute its pro rata share of costs in accordance with the percentages identified in Paragraph 6, above and each PARTY agrees to provide said funds to the appropriate account so as to comply with the Order on Consent. 10. FUTURE EXPENSES. Future expenses, whether for capital improvements or for ordinary maintenance, operation and upkeep for the PROJECT, which may be required from time to time by majority vote of the Board of Governors, shall be paid for by each of the PARTIES to this Supplemental Agreement in accordance with the percentage shares established in Paragraph 6 herein. 11. VENUE. The PARTIES hereto confirm and agree that in the event that disputes arise with respect to the operation of this PROJECT pursuant to the terms and provisions of this Agreement, that any such dispute shall be venued in the Supreme Court of Dutchess County. 0:\ W APP INGEVointLandfilllAgreement\2003 .doc 7 12. MODIFICATION. This Supplemental Agreement constitutes the complete understanding of the parties. No modification of any provisions thereof shall be valid unless in writing and signed by all parties upon authorization by a resolution duly adopted at a regular or special meeting of the governing Board of said municipality. 13. ENTIRE AGREEMENT. This written Supplemental Agreement, when signed by all PARTIES, forms the entire Agreement between the PARTIES and replaces and supersedes all prior oral agreements or understandings between the PARTIES. Except as amended or modified herein, the PARTIES ratify, confirm and re-adopt the agreements dated January 19, 1970 and February 28, 1972. 14. NOTICES. All notices, demands, requests, consents, approvals or other communications (for the purpose of this paragraph collectively called "Notices") required or permitted to be given pursuant to this Supplemental Agreement shall be in writing and shall be sent by fax and regular mail, postage prepaid, addressed as follows, or to such other address as such party shall have specified most recently by like Notice. Town of Poughkeepsie One Overrocker Road Poughkeepsie, New York 12601 Attention: Joseph E. Davis, Supervisor Facsimile: 485-3701 With a copy thereofto: McCabe & Mack, LLP 63 Washington Street P.O. Box 509 Poughkeepsie, New York 12602-0509 Attention: Richard Olsen, Esq. Facsimile: 486-7621 0:\ W APPINGE\.JointLandfill\Agreement\2003.doc 8 City of Poughkeepsie The Municipal Building Civic Center Plaza Poughkeepsie, New York 12602 Attention: Colette Lafuente, Mayor, by James Marquette, City Administrator Facsimile: 451-4013 With a copy thereof to: Stephen J. Wing, Esq. Assistant Corporation Counsel c/o City Hall Municipal Building Poughkeepsie, New York 12601 Facsimile: 451-4065 Town of Wappinger Town Hall 20 Middlebush Road P.O. Box 324 Wappingers Falls, New York 12590 Attention: Joseph Ruggiero, Supervisor Facsimile: 297-4558 With a copy thereofto: Vergilis, Stenger, Roberts, Pergament & Viglotti, LLP 1136 Route 9 Wappingers Falls, New York 12590 Attention: Albert P. Roberts, Esq. Facsimile: 298-2842 Village of Wappingers Falls Village Hall 2628 South Avenue Wappingers Falls, New York 12590 Attention: Calvin Lawrence, Mayor Facsimile: 298-2645 With a copy thereof to: Vergilis, Stenger, Roberts, Pergament & Viglotti, LLP 1136 Route 9 Wappingers Falls, New York 12590 Attention: Louis J. Viglotti, Esq. Facsimile: 298-2842 0:\ W APPINGElJointLandfilllAgreement12003.doc 9 Town of LaGrange Town Hall 102 Stringham Road LaGrangeville, New York 12540 Attention: George Wade, ill Facsimile: 452-2289 With a copy thereofto: Van DeWater & Van DeWater, LLP Mill and Garden Streets P.O. Box 112 Poughkeepsie, New York 12601 Attention: Ronald Blass, Esq. Facsimile: 452-5848 Notices given as provided above shall be deemed given on the date so mailed and faxed. 16. SUCCESSORS AND ASSIGNS. This Supplemental Agreement shall apply to and bind the successors and assigns of the PARTIES. 17. SCHEDULES. All schedules and exhibits annexed hereto shall be deemed to be and the same are hereby made a part hereof. 18. CONSTRUCTION: This Supplemental Agreement shall be governed by, and construed and enforced in accordance with, the law of the State of New York and without the aid of any canon, custom or rule of law requiring construction against the draftsman. IN WITNESS WHEREOF, the participating Municipalities have executed this Supplemental Agreement as of the date affixed next to the signature pursuant to resolution of its duly authorized officer. TOWN OF POUGHKEEPSIE Date: , 2003 By: Joseph E. Davis, Supervisor O:\W APPINGE'JointLandfill\Agreement\2003.doc 10 . . IN WITNESS WHEREOF, the participating Municipalities have executed this Supplemental Agreement as of the date affixed next to the signature pursuant to resolution of its duly authorized officer. TOWN OF POUGHKEEPSIE 7?~ Date: ~ / , 2003 Date: Augus t 20 , 2003 By: Colette Lafuente, Mayor. Date: 8/22- , 2003 :v~:z::: Calvin Lawrence Date: ~(I( ~:J , 2003 TOWN OF LaGRANGE By: ~ 'l1.JA.tl.P-UI George ade, III, Supervisor Date: i/~ , 2003 C:\Documents and Settings\swing\My Documents\Joint Landfill\2{lq3 Intermunicipal agreement.doc - . GERALD A. VERGILIS* KENNETH M. STENGER ALBERT P. ROBERTS LOUIS 1. VlGLOTTI JOAN F. GARRETT** THOMAS R. DAVIS EMANUEL F. SARIS VERGILIS, STENGER, ROBERTS, PERGAMENT & VIGLOTTI, LLP AITORNEYS AND COUNSELORS AT LAW 1136 ROUTE 9 WAPPINGERS FALLS, NEW YORK 12590 (845) 298-2000 FAX (845) 298-2842 OF COUNSEL: IRA A. PERGAMENT LEGAL ASSISTANT: AMY E. DECARLO e-mail: VSRP@BestWeb.net POUGHKEEPSIE OFFICE 276 MAIN MALL POUGHKEEPSIE, NY 12601 (845) 452-1046 KAREN P. MACNISH KEVIN T. McDERMOTT STEVEN K. PATTERSON JAY B. RENFRO . ADMITI'ED TO PRACTICE IN NY & FLA. PINE PLAINS OFFICE 2990 CHURCH ST. P.O. BOX 21 PINE PLAINS, NY 12567 (518) 398-9857 .. ADMITI'ED TO PRACTICE IN NY & CONN. ADDRESS RBPlX TO: ( ) POUGHKEEPSIE ( ) WAPPINGBRS ( ) PINE PLAINS September 24, 2003 Hon. Gloria Morse, Town Clerk Town of Wappinger 20 Middlebush Road Wappingers Falls, New York 12590 Re: The Airport Landfill Closure Project Supplemental Inter-Municipal Agreement File No. 18710.007 Dear Gloria: Enclosed herewith please find an original Supplemental Inter-Municipal Agreement executed by all parties. Very truly yours, VERGI I STENGER, ROBERTS, PERGAMENT & VIGLOTTI, LLP cc wlo enclosures: Richard Olson, Esq. Hon. Joseph Ruggiero, Supervisor f.C~\\J~D ~ 1 ~ 1~<J1 Sf:,? 'I\I~ C\..E-~~ ,0'1'1 0:\ W appingerVointLandfill\092403- Towne. doc