Salt Shed Town/Village
/.
I Final draft Revised 4/2/93.
INTER-MUNICIPAL AGREEMENT
PURSUANT TO ARTICLE 5-G OF THE GENERAL MUNICIPAL LAW
THIS AGREEMENT, made this
day of
, 1993,
by and between the
TOWN OF WAPPINGER, a municipal corporation with its
offices located at 20 Middlebush Road, Wappingers
Falls, New York 12590 (hereinafter referred to as the
"TOWN")
and
VILLAGE OF WAPPINGERS FALLS, a municipal corporation
with its offices located at 7 Mill Street, Wappingers
Falls, New York 12590 (hereinafter referred to as the
"VILLAGE")
WIT N E SSE T H :
WHEREAS, the Town, and Village use salt and salt/sand
mixtures and the like for use in snow and ice control and related
operations for the maintenance of their respective roads and
highways; and
WHEREAS, the New York State Department of Environmental
Conservation (hereinafter referred to as "DEC") has deemed the
improper storage of salt to be a potential health hazard and has
determined that storage of salt shall be contained in such
facilities that will minimize hazards to the public health and
safety; and
WHEREAS, DEC has drafted, but not formally promulgated, the
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GELLERT & CUTLER. p.c. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
guidelines for the construction of salt storage facilities; and
WHEREAS, the parties have agreed to construct a sand/salt
storage and handling facility to serve as a storage and
distribution center for salt, sand and any similar or successor
materials for use in snow and ice control and related operations,
which facility would be of sufficient size and capacity to handle
the needs of the Town and the village as hereinafter identified;
and
WHEREAS, the Town intends to construct such facility at the
existing Town highway complex located on Old Route 9 in the Town;
and
WHEREAS, a joint facility will avoid duplication of such
facilities and will reduce the number of outmoded storage centers
in the area and will generally provide a state of the art storage
facility; and
WHEREAS, the parties can achieve significant cost savings by
constructing a single structure with a shared service area to
provide for the individual needs of the respective citizens of
each municipality.
NOW, THEREFORE, the parties hereby agree as follows:
1. TOWN/VILLAGE JOINT PROJECT. The Town and Village shall
cause the construction of a sand/salt storage and handling
facility (the "facility") as a joint project pursuant to General
Municipal Law Article 5-G in accordance with terms hereinafter
enumerated. The Town shall cause the construction of such a
facility at the existing Town highway complex located on Old
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GELLERT & CUTLER, P.C. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
Route 9 in the Town in accordance with any applicable rules and
regulations in existence at the time said construction commences.
The plans and specifications as prepared by Advanced Storage
Technology, Inc., for the proposed facility are attached hereto,
made part hereof, and are marked and designated Exhibit "A".
Each of the parties to this Agreement hereby approves the plans
and specifications as set forth in Exhibit "A". The Town and
Village shall share the costs of the joint project pursuant to
each party's pro-rata share and designated use of the facility as
hereinafter set forth.
2. TERM. The term of this joint project shall extend from
the execution of this Agreement through any subsequent lease
renewal periods as herein set forth.
3. FINANCIAL CONTRIBUTION FOR CAPITAL COSTS.
A. Town and Village. The Town and Village shall pay
their pro-rata share of capital costs of the project by the
payment of a lump sum payment on or before July 1, 1993 in
accordance with their respective percentage share of the space
dedicated to their respective use; the Town shall pay 83.3
percent of said capital costs and the Village shall pay 16.7
percent of said capital costs. The village expressly agrees to
pay for its pro-rata share of the capital costs of the
construction on or before July 1, 1993.
B. Definition. capital costs for the purposes of this
paragraph shall be deemed to include all costs of construction,
including related professional fees for lawyers, engineers,
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GELLERT 8. CUTLER. P.C. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
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architects, and accountants.
C. Determination of Capital Costs. The capital costs
for the project shall be determined by the Comptroller to the
Town and such determination will be submitted within thirty (30)
days of completion of construction. However, in the event final
costs cannot be determined prior to the availability of the
structure for occupancy, the Comptroller will notify the Village
of its estimated pro-rata share of the capital costs so that the
payment for same can be made in a timely fashion. In the event
such an estimated capital cost of construction is submitted to
the Village, a final statement will be submitted by the
Comptroller within thirty (30) days of completion of the project;
any adjustments to the purchase price will be made within twenty
(20) days thereafter. The Village will have the right to examine
the determination of capital costs as prepared by the
Comptroller. The Town will be required to give due consideration
to all objections and/or relevant factors submitted by the
Village to the Town relative to such cost determinations. The
Town shall make a final determination of such costs and
allocations by resolution of the Town Board and shall notify the
Village of its determination.
4. RESERVATION OF RIGHT TO TERMINATE. This joint project
is entered into with the express understanding that the total
estimated costs of construction, including related professional
fees is not expected to exceed $250,000.00. The Village
expressly reserves the right to terminate this contract if the
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GELLERT 8< CUTLER. P.C. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE. NEW YORK 12601
estimated capital costs by the Town's engineers and/or the bid
from the lowest responsible bidder will result in a total cost
which will exceed the sum of $250,000.00. The Village agrees to
have representatives present at the bid openings at the Town
Hall. In the event the Village wishes to terminate this
contract, it must do so within seven (7) calendar days from the
date of the opening of the bids.
5. LOCATION AND GENERAL DESCRIPTION OF THE JOINT PROJECT.
A. Location. The facility shall be located,
constructed and erected on Town owned property presently occupied
by the Town Highway Department on Old Route 9 in the Town (tax
map grid #19-6157-01-497978).
B. Structure. The facility to be constructed shall be
approximately 104 feet long by 80 feet wide by 45 feet high and
shall contain approximately 7,524 square feet of interior storage
plus working area:
(1) nine hundred and nine (909) square feet of the
material storage area of the facility will be dedicated to the
use and leased to the village pursuant to paragraph "6" below.
C. Use. The facility shall be used as a storage and
distribution center for salt, sand, and like, similar, and
appurtenant materials for use in snow and ice control and related
operations on public highways as well as such other municipal
uses as the parties may unanimously deem appropriate.
D. Access. The Village shall have the right, together
with the Town, of ingress and egress for their highway trucks and
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GELLERT & CUTLER, P.C. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
vehicles to the facility from the nearest public highway as
necessary to effectuate the purpose and intent of this Agreement.
E. Equipment. The Town shall provide machinery and
equipment necessary to store salt and sand within the facility,
as well as sufficient equipment and machinery to load the sand
and salt onto highway maintenance trucks/vehicles for all
parties. No party shall be deemed to have exclusive use of its
pro-rata portion of the structure, and it is expressly
contemplated that each of the parties shall jointly use the
storage area and staging areas, all as shown on Exhibit "B"
attached hereto and made part hereof.
F. RECORD OF MATERIALS. The Town shall record the
quantities of salt or salt/sand mixtures loaded on the vehicles
of all parties and shall submit monthly reports of the amounts
used by the respective parties.
6. LEASE TO VILLAGE. The Town demises and leases to the
Village and the Village leases from the Town an undivided 16.7
percent of the material storage area of the facility plus a
necessary portion of the staging area for an initial term of
thirty (30) years measured from the first day of the month next
following the date of substantial completion as certified by the
engineer to the project.
7. VILLAGE RENTAL PAYMENT. The Village shall make a one-
time lump sum payment equal to 16.7 percent of the capital costs
as set forth in paragraph "3.A." above. Said payment shall be
made on or before July 1, 1993. Upon paYment of the above sum,
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GELLERT & CUTLER, P.C. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
the Village shall be required to make no further payments for the
occupancy of the building except as provided in paragraph "17"
below.
B. OPTION TO RENEW.
A. Villaqe. Upon expiration of the initial thirty
(30) year term, the Village shall have the option to renew this
lease for an additional period of fifteen (15) years upon the
same terms and provisions as herein set forth, with no further
rental payments, except those set forth in paragraph "17" below.
Thereafter, the Village may renew this lease in subsequent
periods of five (5) years for the usable life of the building as
a salt storage facility with no further rental payments except
those set forth in paragraph "15" below. At least ninety (90)
days prior to the expiration of the initial term herein granted
or any renewal thereof, the Village shall give written notice to
the Town of its intent to renew the lease.
9. ENGINEERING NARRATIVE AND PRELIMINARY PLANS. The
structure, access ways and staging area shall be designed and
constructed in accordance with the plans attached hereto as
Exhibits "A". The plans have been prepared by Advanced Storage
Technology, Inc. of Amherst, New York (hereinafter "AST").
10. ESTIMATED COST OF JOINT PROJECT. All costs shall be
shared in accordance with the pro-rata construction and rental
payments made by the parties. These costs shall include, but not
be limited to, architectural, engineering and related services,
including site evaluations, necessary environmental reviews,
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GELLERT & CUTLER. p.c. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
including SEQR, permits and all other miscellaneous items. The
Town estimates the total costs from design through construction
of the project shall not exceed Two Hundred and Fifty Thousand
($250,000.00) DOLLARS.
11. ARCHITECTURAL AND ENGINEERING SERVICES. The Town will
provide for architectural, engineering and legal services
necessary for the construction and completion of the project
including, site evaluation, design and construction inspection.
12. GOING TO BID. Upon completion of the specifications
and Town approval, the project shall be put to bid using the
construction bid documents prepared by the engineers. AST shall
advise the parties in writing of the construction bids. The Town
shall award the contract for construction to the lowest
responsible bidder. The notice to bid shall contain a clause
that the Town reserves the right to reject all bids and to rebid
the project in its sole discretion.
13. NOTICE OF COMPLETION. Upon receipt of a notice of
completion or the like, AST shall so notify the parties. The
parties shall inspect the premises within fourteen (14) days of
that notice to determine if it complies with the construction
documents and is otherwise suitable for occupancy. No later than
seven (7) days after such inspection, the parties shall notify
each other in writing either that it accepts occupancy as
proposed or it objects to occupancy for specific reasons or that
it will accept occupancy subject to certain conditions. However,
if the premises comply with the construction documents set forth
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GELLERT & CUTLER. P.C. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
in Exhibits "A" and "B" as certified by the Engineer to the Town
or AST, then none of the parties may decline occupancy.
14. FACILITY MAINTENANCE. Upon occupancy, the Town, shall
provide utilities and routine maintenance for the facility, in
its entirety, and keep same in good condition, including the
interior space occupied by the Village, the staging area, access
ways, roof and walls.
15. FUTURE CAPITAL EXPENDITURES.
A. The parties shall agree upon the nature and extent
of future capital replacement items and major repairs and how
they will be accomplished. The parties shall share the cost
thereof pro-rata in accordance with this Agreement, except to the
extent that any damages are the result of the negligence of any
individual party, then, and in that case, the sole responsibility
for the payment of same will rest with the negligent party.
B. Relative to the allocation to the Village of any
additional capital costs for improvements to be made in the
future, the parties agree that the Town shall notify the village
of any proposed capital expenditures which are necessary for the
continued use of the structure as a salt storage facility. The
determination of such costs shall be provided to the Village in
writing. The Village will have the right to respond to such
proposal or to request further fact finding by the Town relative
to the determination of such costs to be allocated to the
Village. The Town will be required to give due consideration to
all relevant factors submitted by the Village to the Town
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GELLERT & CUTLER. P.C. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
relative to the necessity for such capital expenditures. The
Town shall make a final determination of such costs and
allocations by resolution of the Town Board and shall notify the
Village of its determination.
16. RESPONSIBILITY FOR REMEDIATION ARISING OUT OF CONDITION
OF SITE. Notwithstanding anything to the contrary contained
herein, so long as this Agreement is in effect, the parties shall
share pro-rata responsibility for any expenses to be incurred to
address and satisfy environmental issues which arise out of the
use of the facility and site. This clause shall not apply to any
environmental issues existing prior to the construction and use
of the subject facility.
17. FIRE DAMAGE CATASTROPHE OR CASUALTY LOSS. If the
facility is destroyed or damaged by fire, catastrophe, casualty
or other cause, the parties shall have a joint obligation to
repair and rebuild in accordance with the pro-rata construction
responsibilities set forth in this Agreement. The Town shall
carry insurance at the replacement value of the facility.
18. NOTICE REQUIREMENTS. Any notice required or desired to
be given or served by either party hereunder shall be deemed to
have been given or served by either party when made in writing
and mailed by certified or registered mail, postage pre-paid,
addressed as follows:
To the Town:
Town Supervisor and Highway Superintendent
Town of Wappinger
20 Middlebush Road
Wappingers Falls, NY 12590
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GELLERT & CUTLER. p.c. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
To the Village:
Village Mayor
Village of Wappingers Falls
7 Mill Street
Wappingers Falls, NY 12590
19. QUIET ENJOYMENT. The Town covenants and agrees with the
Village that, upon the Village making the payments provided for
herein and observing and performing all the terms, covenants and
conditions on its respective part to be observed and performed,
the Village, may peaceably and quietly enjoy the facility hereby
demised.
20. CROSS-INDEMNIFICATION. The parties shall respectively
keep, save and hold harmless the other from any and all damages
and liabilities for anything and everything whatsoever arising
from or out of this Agreement due to any fault or negligence by
either of them for any failure on their respective part to comply
with any of the covenants, terms and conditions herein contained.
21. TITLE TO THE FACILITY. Title to the facility and all
appurtenances shall at all times vest in the Town, subject to the
interests of the Village as set forth herein.
22. ENTIRE AGREEMENT. The terms of this Agreement,
including its attachments and exhibits, represent the final
intent of the parties. Any modification, rescission or waiver of
the terms of this Agreement shall be effective only if evidenced
by a subsequent writing, which is executed and acknowledged by
the parties with the same formalities as this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement
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GELLERT & CUTLER. p.c. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
. .
.
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in five duplicate original copies, each of which shall constitute
an original, and pursuant to resolution of their respective
governing Boards.
TOWN <;J) WAPPING.ER: . L _
BY: (~)&~~.L/ (/J. ~
Constance O. Smith
Supervisor
VILLAGE OF WAPPINGERS FALLS:
B~7~:r.- ~
ADVANCE STORAGE TECHNOLOGY, INC. ]01nS in the execution of this
Agreement solely for the purposes of approving and acknowledging
its obligations to the Town and the Village as set forth herein.
ADVANCE STORAGE TECHNOLOGY, INC.
BY:
STATE OF NEW YORK )
)ss:
COUNTY OF DUTCHESS )
On this /~ day of , 1993, before me the
subscriber pe1sOnally ap red CONSTANCE O. SMITH, to me known,
who being by me duly sworn, did depose and say: That she resides
at wappingers Falls, New York; that she is the Town Supervisor of
the TOWN OF WAPPINGER, the municipal corporation described in and
which executed the foregoing instrument; that she knows the seal
of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation; and that she signed her name
thereto by like order.
fiI~#./y
- ~
ALBErn P. ROBERTS
NOTARY PUB~IC. State of New York
Qualified in Dutchess Count~ 9 ~
Commission Expires Feb. 28, l~r
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GELLERT & CUTLER, P.C. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
, .
"
STATE OF NEW YORK )
)ss:
COUNTY OF DUTCHESS )
On this /~ day o~ '~' before me the
subscriber pe~lly ap ared~!3 ..".~to me known, who
being by me duly sworn, did depose and' say: T~4~~esides at
Wappingers Falls, New York; that~he is the ~ ;oor of
the VILLAGE OF WAPPINGERS FALLS, the municipal corporation
described in and which executed the foregoing instrument; that
she knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation; and that she
signed her name thereto by like order.
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GELLERT 8. CUTLER, P.C. . ATTORNEYS AT LAW . 75 WASHINGTON STREET . POUGHKEEPSIE, NEW YORK 12601
.' ,
GELLERT 8 CUTLER, P.C.
ATTORNEYS AND COUNSELORS AT LAW
15 WASHINGTON STREET
JOSEPH H. GELLERT
(1907-1989)
SHELDON CUTLER
LEONARD KLEIN
ARTHUR L. GELLERT
STEPHEN E. EHLERS
PAUL J. GOLDSTEIN'
JOHN A. GEOGHEGAN
ALBERT P. ROBERTS
LILLIAN S. WEIGERT
STEPHEN E. DIAMOND"
RAlNA E. MAlSSEL.
DAVID R.. WISE"
EMANUEL F. SARIS
TERRY D. HORNER
POUGHKEEPSIE, NEW YORK 12601
(914) 454-3250
FAX: 914-454-4652
WESTCHESTER OFFICE
35 PURCHASE STREET
RYE, NEW YORK 10580
(914) 967-6200
FAX 9 I' 967-6236
April 2, 1993
LONG ISLAND OFFICE
. ADMlTIED IN NY !; FL
.. ADMITTED IN NY, FL !; MA
. ADMITTED IN NY !; ENGLAND
.. ADMITIED IN NY !; CT
2001 MARCUS AVENUE, SUITE W95
LAKE SUCCESS, NEW YORK 11042
(516) 355-0905
Louis J. Viglotti, Esq.
18 South Avenue
Wappingers Falls, NY 12590
Re: Town of Wappinger - Salt Storage Facility
Our File No. 5456.2226
Dear Lou:
I am pleased to enclose a copy of the most recent version of the
agreement for the construction of the salt storage facility. Please
note that the County of Dutchess will not participate in this venture,
at least for the moment. It is the County's position that a "non-
permeable liner" must be constructed as part of the flooring of the
facility. Investigation by Jay Paggi and me reveals that this is
clearly unnecessary and a waste of money. In that regard, I enclose a
letter dated March 17, 1993 from Jay paggi confirming a conversation
he had with Mr. Ceasar Manfredi of NYSDEC which is self-explanatory.
Please note all the terms and conditions remain the same for the
village.
It was my intention to have all the documents signed by Connie
Smith and forwarded to you for execution by the Village. I also think
it would be a good idea if we exchanged copies of the
minutes/resolutions authorizing the execution of this document.
If there are any questions, please contact me.
Very truly yours,
cc: Joseph E. Paggi, Jr., P.E.
Hon. Constance O. Smith /'
GELLERT & CUTLER, P.C.
U(fi)
ALBERT P. ROBERTS
Enclosure
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