HomeMy WebLinkAboutHuntington Town ofGREGORY F. YAKA~OSKI
TOWN ATTORNEY
MARY C. 'WILSON
ASSISTANT TOV~ .tN ATTORNEY
JOSItUA Y. HORTON
Supervisor
Town Hail, 53095 Route 25
P.O. Box 1179
Southold, New York 11971-0959
Telephone (631 765-1889
e-mail:
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O[FICE OF TftE TOWN ATTORNEY
TOWN OF SOUTItOLD
TO:
FROM:
DATE:
RE:
MEMORADUM
ELIZABETH A. NEVILLE, TOWN CLERK
GREGORY F. YAKABOSKI, ESQ., TOWN A'I-FORNEY ~,
MARY C. WILSON, ESQ., ASSISTANT TOWN A'I-rORNE~(._.J~E'ff...~
JANUARY 8, 2002
CONTRACTS, LEASES, &AGREEMENTS
TRANSMITTED HEREWITH ARE THE FOLLOWING FULLY EXECUTED
CONTRACTS TO BE FILED IN YOUR OFFICE
INTERMUNCIPAL AGREEMENT WITH TOWN OF
HUNTINGTON RE:YARD WASTE & MSW
THANK YOU FOR YOUR ATTENTION TO THESE MATTERS.
/'~'ease send a copy of said agreement to Jim Bunchuck, Solid Waste
Coordinator
OFFICE OF THE TOWN ATTORNEY
THELMA NEIRA
TOWN~4 TTORNE~'
OF
HUNTINGTON
FRANK P. PETRONE, Supervisor
January 7, 2002
Town of Southold
Office of the Town Attorney
53095 Route 25
Southold, New York 11971-0959
Atm.: Mary C. Wilson,
Assistant ToWn Attorney
Re: IMA regarding yard waste
Dear Ms. Wilson:
Enclosed please find one (1) fully executed counterpart original perta/ning to the above
referenced agreement. I have also enclosed a copy of the Town Board resolution
authorizing same.
If I may be of further assistance contact me at (631) 351-3042.
Very Iruly yours,
Diane Wilbur
Parategal Assistant
/dw
enclosures
VIA Airborne Express 8037877864
TOWN OF HUNTINGTON
100 Main Street, Huntington, New York 11743-6991 · Phone (631) 351-3042 · Fax (631) 351-3032
Litigation papers are NOT to be served by FAX except by express prior written permission.
. i~2227'/~Oi~ o iO:~B B31-351-3032 THELM~ NEIRA T~N AT¥ PAGE 02715
LW TER-_MUNI CIPAL A GBfEM£N. T
BETWEEN
,TOWN OF HUNTINGTON AND TOWN OF $OUTHOLD
This Agreement, made this 1st day of December, 2001, by and between:
Town of EIunting~on, a municipal corporation and pol~ica~ subdivision of the County cf
Suffolk and State of New York: with offices at 100 Main Street; Huntington, New York 11743
(hereinafter
and
Town of Southold, a municipal corporation and political subdivision of the County of
Suffolk and State of New York, with offices at 53095 Ma/ia Road, Southold, New York 11971
(hereinaiCter "TOS");
provides as follows:
i. Representations of TOS:
A. TOS is the owner and operator of The Town of Southold Compost Facility
(hereinafter "CF"), permitted or otherwise appreved by the New York State Department
of Enviromnental Conservation ChereJnafter "NYSDEC") to accept yard waste~
B. CF is located in Cutchogae, New York..
C. CF consists of a seventeen (17) acre processing site.
D CF is permitted and approved for the disposal of yard waste by NYSDEC.
E TOS agrees to operate and maintain said yard waste disposal area m a
manner consistent with the terms and conditions of their operating permits or other
approvals from NYSDEC, and other~cse in conformance w/th the laws and regalations of
the State of New York ("NYS") for thc duration of this Agreement.
2. Representations of TOE[:
A. TOH has entered into a Service Agreement with Covanta I-Iuntingron L.P.
(formerly Ogden Martin Systeauis Hunti~gl:on Limited Partnership) (hereina~er
:~Covama') for the u~e of a certain waste-re-energy incineration [acility known as the
Huntington Resource Recovery Facility (hereinafter '~RRF"), located at 99 Tovrn Line
Road East Nol~port, New York 11731.
Z2/2772~01 i0:ia ~31-351-3032 ~NA NEIR~ TWN ATY PAGE'
B. RKF is permitted to operate pursuant to the laws and regulations of NYS.
C. Pursuant to the terms of the above-referenced Service Agreement, Covanta
shall cause RRF to be operated and maintained to ensure compliance with its permits and
with the laws and regulations of NY$ for the duration 6fthis i~,grecment.
TOH Subjeet.Matel~ial and Quantity:
A. The pS.ales agree that they will: actively pursue, on an intermunfcipal
basis, the proc~ement of transportation services fi:om one vendor. In the event that such
efforts ara not successful, TOH shall, at its sole cost and expense~ deliver yard waste to
T~$. TOH shall deliver yaxd wast~ lo the TOS facility only during its regularly
scheduled operating~h0~s as set forth ilu Section 9A of this Agreement,
B, Yard.waste generated by households within Huntington can be generalized
into the following major components:
Shrab ~mmings;
Garden wastes;
Leaves;
Thatch;
Miscellaneous brush piles;
Dead trees and logs, less than six (6) inches in d~ameter; and
Small (40 lbs, or less) stamps and root debris from tree removal.
The density of thc yard waste will vary with the waste source mad time of the year due to
moisture content, texture, particle size and degree of compaction.
All major components, excluding leaves, shall be accepted provided that the
"non-leaf' material does not total more than 25% of the annual tonnage of yard waste
a'ansported to the Town of Southold compost facility.
C, TOS shall not be obligated to accept a~y materials determined to be
Unacceptable Material, which for purposes of this Agreement shall be defined as material
not specified in Itmm 3.B. above. TOS may reject any such materials upon inspection and
shall promptly notify TOH of any such rejection
D. Yard waste shipped to TOS for processing under this agreement shall be
limited, as to source, to yard waste generated in Huntington.
E. There shall be no minimum tormage guaranteed for processing under this
Agreement, however, TOH shall not dispose of yard waste at ~rty other location,, except
as set forth below in this Section. Maximum tonnage accepted for processing under this
agreement shallbe ten tl~ousand (10,000) m~s for the first year of said agreement. The
tonnage accepted per year shall increase m approximately twenty thousand (20,000) tons
for years two through five of this agreement. TOH reserves the right to divert up ~o two
thousaud (2,000) tons of yard waste to alternative sites p~ year.
Interrn~ic;pal~greCme~ttTO$2'O~Finakdoc
December 21. 200] 1:25 PM
TOS Subject Material and Quantity:
A. The parties agree that they will a~ively pursue, on an ~intermunicipal
basis, the procurement of transportation services ~om one vendor. Irt the event that such
efforts are not successful, TO$ shall, at its:sole cost and expense, deliver municipal solid
waste to TOH. TOS shall deliver mun/cipal solid waste to the TOH RRF only during its
regularly scheduled operating hours as set forth in Section 9A of this Agreement-
B, Municipal solid waste de~v, ered by TOS may contain wastes normalty
disposedI of by ~eskt~ntiat, e0mmerc/al,]iglat industrial, gOvermnental, o~: institutional
est~blish?ents, except thaLit shall not i~dude any material in sufficient qnanfi~y that the
receipt &nd proeess~g of wkid~ is'lik~y io cause dam_ag~ to ar adversely affect the
operation of {heRRF,~constitute a fttreat, tb,,health or ~afety, or cause the vBla~on of any
applicakte law or Fact!try penra'ts.
Municipal solid waste (hereina~er 'gvlSW") can be generally described as
residential and commercial ~oa-hazardous garbage, refuse mad rubbish. Common items
of municipal solid waste include the following:
· Common household and office items
· Food waste and other putrescible garbage
· Packaging materials
· Non-recyclable paper
· Furniture
For purposes of this Agreement, MSW shall not include:
· Hazardous materials
· Commercial construction and demolition debris (C&D)
· Vehicle Tires
· Major home appliances
· Yard waste
· Liquid waste
C. TOH shall not be obligated to accept Any materials determined to be
Unacceptable Material, which for purposes of this Agreement shall be defined as material
not generally associated with the items deemed "acceptable" in Item 4B above. TOIl
may reject any such materials upon respect/on and shall promptly notify TOS ofeny such
rejection
D. Municipal solid waste shipped to TOH for processing under this
Agreement shall be limited, as m source, to municipal solid waste generated in Southold
mad any waste streams currently delivered to TOS under contract. TOH reserves right of
refusal for any additional waste streams that TOS may contract for.
December2; 2001
E. TOS guarantees re ship all of its municipal solid waste to TOH, with such
mumc~pal solid waste presently amouming re approx/mately ten thousand (10,000) tons
mmually, though such present rommge shall nor represent the maximum tormage TOH
shall accept a~d process. TOS reserves the right re divert no more than 1,000 tons per
year of municipal solid waste to an alternate facility.
Term:
The term of this Agreement shall be for a period of five;years commencing as of
December 1. 2001 and shall terminate on Noveanber 30, 2006. B~y mutual consent of both
parties, this Agreement may be extended for au additional five (5) year period aud
notification to renew the Agreement shall be no tess than f0rty-£tve (45) days prior to the
expiration ofsa/d Agreement.
6. Base Price and Billing:
A. Unit Pricing
(1) TOH shall pay TOS thirty ($30.00) dollars for each ton of yard waste
delivered :md disposed of as adjusted pursuant to Paragraph 8 herein,
(2) TOS shall pay TOH sixty five ($65.00] dollars for each ton of municipal
solid waste delivered and disposed of as adjusted pursuant to Paragraph 8 herein.
B. Weighing
(1) Weighing of yard waste and cal/'~ration of scale(s):
(al All dehvenes of yard waste shah be weighed by TOS scales, which
shall be the sole means of detenmrfing weights for billing purposes hereunder.
unless said scales are i~operafive or incapacitated, in wh/ch case the scales of the
RRF shall be employed as a back-up means of measurement. Said weights shall
be recorded and provided to TOH at the time a bill is submitted for payment.
Where TOH shall be required to utilize its scales, TOH shall canse out-bound
weights of yard waste to be recorded and shall maintain said records on file at
RRF.
(b) TOS shall, at their own cost and expense, cause its scale(s) to be
calibrated on an annual basis, and written proof of said calibration shall be
provided to TOH within ten (10) days of each such calibration. TOH shall, at their
own cost and expense, cause the scale(s) of the RRF to be calibrated on an annual
basis, and written proof of said calibration shall be provided to TOS within Ten
(10) days of each such calibration. Each parry shall notify the other parry prior to
calibrating its scales at so as To afford the other party sufficient time to be present
for such calibration
(el Any paxly shall have the right, at thei~ sole discretion, to cause the
scale(s of any other parry to be calibrated by the mdelzendent entit3 ordinahly
engaged for such purposes by the parr~ mamtmning the scales at any time upon
reasonable written notice to the party ma/nta/ning the scales, at the cost and
expense of the requesting party, and Zo be present whenever such scale(s) are
calibrated, by any other party in accordance with the terms of this Agreement.
(d) It is understood Kd agreed that failure on thc part of any par~y
hereto to strictly conform with tho provisions of this Agreement govcrnlng the
calibrarion of scales shall not be construed as a macerial breach of this Agreement.
(e) In the event of any dispute over weight or b/lling, the procedures
set forth in Paragraph 15 shall be followed.
(2) Weiglfing of municipal ~olid waste and calibration, of scale(s):
(a) All deliveries of municipal solid waste shall be weighed by RRF
scales, which shall be the sole means of determirfing weights for billing purposes
hereunder, unless said scales are inoperative or incapacitated,/n which case the
scales of the CF shall be employed as a back-up means of measurement. Said
weights shall be recorded and provided to TOS at the time a bill is submitted for
payment. TOS shall eanse out-bound weights of municipal solid waste to be
recorded and ~h~lI maintain Said records on file at CF,
(b) TOH shall, at their own cost and expense, cause.its scale(s) to be
calibrated on an annual basis, and written proof of said calibration shall be
provided to TOS within ten (10) days of each such calibration. TOS shalI~ at their
own cost and expense, cause the scale(s) of the CF to be calibrated on an annual
basis, and written proof of said cah'bration shall be provided to TOH, on within
ten (I0) days of each such calibration. Each party shall notify the other parry prior
to calibrating its scales at so as to afford the other party sufficient time re be
present for such calibration.
(c) Any pray s.hall have the fight, at their sole discretion, to cause the
scale(s) of any other party to be calibrated by the independent entity ordinarily
engaged for snch purposes by the party maintaining the scales, at any time upon
reasonable written notice to the party maintaining the scales, ar the cost and
expense of floe requesting party, and to be present whenever such scale(s) are
calibrated, by any other party in accordance with the terms of this Agreement.
(d) It is understood and agreed that failure on the part of any party
hereto to strictly conform with the provisions of this Agreement governing the
calibration of scales shall not be construed as a mater/al breach of this Agreement.
(e) tn the event of any dispute over weight or billing, the procedures
set forth in Paragraph 15 shall be followed.
December 2_ 200./ I,'23 PM
C. Billing
(1) Yard Waste Billing. On or before the 10~ day of the calendar month
following any calendar month in which deliver~e~ are made, TOS ~hall bill TOH
for that month's total tonnage delivered~ mge,ther with any additional charges
which.may apply, including, but nor 1/mit~ to, charges arising from rejected
materials pursuant m paragraph 10(B) hereof, or Off-hour delivery as set forth in
Schedule B, if opted for by TOH. Any such addiffonal charges shall be separately
iten:dzed.
(2) Municipal Solid Waste Billing, On or before the l0th day of Se calendar
mout~ following any' calendar month in which deliveries are made, TOE shall bill
TOS for that montli's total tonnage delivered, together with any additional
ch~ge~ which n~ay apply, including, but no~ limitec[ to, charges'afi~ing from
rejected materials pursuant to paragraph 10(B) hereof, or ~{f~h .o~ d~livery as set
forth fit Schedule B, ff opted for by TOIL. Any such' additioml charges shall be
separately itemized.
D. Payment
(1) Yard Waste Payment - TOH shall make full payment to TOS within thirty
(30) day* of receipt of said bill.
(2) Mun/cipal Solid Waste Payment - TOS shall make fall paymeut to TOH
within thirty (30) days of receipt of said bill.
Transportation Costs:
A. Transportation of Yard Waste
All transportation of yard waste delivered for dis*/msal pursuant to this Agreement
shall be provided by TOH at its sole cost and expense.
B. Transportation of Mumcipal Solid Waste
All transportation of municipal solid waste delivered for disposal pursuant to this
Agreement shall be provided by TOS at its sole cost and expense.
CPI Escalator:
A- To determine the unit pricing for yard waste disposal effective for each
calendar year, the base price of thirty ($30.00) dollars per ton &yard waste delivered by
TOH to 10S shall be adjusted January 2003 and each succeeding January by multiplying
the base price by the dividend of the Consumer Price Iude~x for All Urban Consumers
(CpLu) for New York-Northeastern New Jersey for Janu?x~y of the subject calendar year
and the CpI~U- for January 2002. '
Expressed algebraically:
Per-ton price £or calend~r year "n"; $30.00 x
CPI-U Ian~a~y (n)
CPI-U Sammry 2002
B. To determine the unit pricing for mun/ci~al sol/d waste disposal effective
for each calendar year, the base price of sixty five ($65.00) dollars per ton of municipal
solid waste delivered by TOS to TOH shall be actium_ted Saauery 2003 and each
succeeding January-by multiplying the base price by the dividend of the Consumer Price
Index for All Urban Consmners (CPI-U) for New York-Northeastern New Jersey for
January o£ the, subject calendar year anti the C?I:U for January 2002.
Expressed algebraically:
Per-ton price for calendar year ~n" = $65.00 x
CPI-U January (n)
C?I-U Sanuary 2002
9. 'Operations:
A. The parties agree that the following days and hoars of operations will be
£ollowed with regard to the deliveries of yard waste for disposal at CF:
(I) TOS operates CF seven days a week 15om 7 a.m. until 5 p.m. excluding
holidays as established by TOS on an aunual basis; Deliveries made outside of
regular hours of operation shall be subject to additional costs and procedures.
When deliveries are made outside regular hours of operation the Town of
Southold reserves the r/ght re charge m the Town of Huntington labor costs
associated with continuing or resmmng operations of the compost facility
(excluding holidays) for the purposes of accommodating TOH vehicles. These
costs shall consist of not more than the comb/ned compensation, including
benefits, of employees work/ng trader the following job titles:
Sanitation Site Crew Leader (foreman) (1)
Construction Equipment Operator (1)
Scale Operator (1)
Charges shall be based on applicable compensation rates due workers in the above
listed rifles, as defined by the TOS-Civil Service Employees Association (CSEA)
contract schedules in existence and adhered to at the time the costs are incurred,
and shall be rounded to the nearest 1/4 hr oft/me worked as determined prior to
any overtime calculations that may apply.
(2) RRF is ava/lable for TOS deliveries Monday through Friday fi-om 7:00
a,m. matil 3:30 p.m. and Saru.rdays from 7:00 a.m through 12:30 p.m., excluding
holidays, as established by TOH on an awual basis; In the event that TOS's carter
is unable to deliver MSW to RRF prior to closing on may given day, TOS shall
make arrangemems with said carter to hold such MSW until the following day
that R1LF is open ~'or deliveries.
B. The parties shall als0 establish procedures that shall address, at a
minh~m, the following issues:
( t ) All vehicles delivering yard waste shall travel upon pre-approved routes as
mutually agreed to by TOFI and TOS.
(2) All vehicles delivering mmaicipal solid waste shall travel ~pon pre-
approved routes as mutually agreed to by TOil and TOS.
(3) Deliveries shall be made at such times during the day and week so as to
mmimizedismption of other operations at CF and RRF, as the case may be.
(4) Deliveries shall be inspected in such a mariner as m ensure that they
conform to the provisions of Sections 3B and 4B of this Agreement.
(5) Methods of communication shall be established within ninety (90) days of
the effective date of this Agreement to expedite response m mitigate disruption of
operations duo to unforeseen delay, emergency conditions, and other
uncontrollable eireumstmaces.
(6) Disputes over billing, weight and the acceptance or rejection of materials
shall be resolved through the procedures set forth in paragraph 15 hereof_
(7) Vehicles used to transport the yard waste mad municipal solid waste shall
comply with alt Federal, State mad Local regulations, and shall be identified by
vehicle identification number and license plate number.
(8) TOS shall maintain CF ha a condition that will allow acceptmce and
unloading of standard semi-tractor trailer vehicles. All vehicles delivering yard
waste to TOS shall possess all permits required by the NYS Department of
Transportation,
(9) TOH shall ensure that: Covanta maintains RRF in a condition that will
allow acceptance and unloading of standard semi-tractor trailer. All vehicles
delivering mumcipal solid waste to TOH shall possess all permits required by the
NYS Department of Transportation.
10. Titles and Rights:
A. TOH warrants and represents that they will deliver to TOS only yard
waste generated in Huntington, and th;at in no event shall they deliver other substances.
B. TOS shall have the right, after inspection, to reject any load dehvered if
said load contains Unacceptable Material, any material ottter than those contemplated
herein, or any material in such quantity that it is Iikely to adversel3 affect CF operations
1X/W//2,~i 1~:1~ ~31-351-3~32 THEL~A NEIRA TWN ATY ~A~
11.
or cause violation of ~my applicable 1aw or permit condition for CF, and upon rejection,
m relo~l thc material into the dehvery vehicle for removal from CF. In the event that any
rejected material is not removed by th'e delivery vehicle, TOE shall, after notice to TOH
amd subject to the rights of TOP~ pursuant to p~ragraph 4(E) hereof, dispose of said
msmrial in compliance with law, regulation and applicable orders of the NYSDEC at the
sole cost and expense to
C. Upon delivery and placement of yard waste from TOH in CF, T0S shall
take title to the yard waste, and shall have all rights to, use, process, mine, extract metals
or other commodities, or otherwise deal with the yard waste in any way TOS deems fit.
D. TOS warrants and represents that they will deliver to TOH only municipal
solid waste that complies with the preY/siena of Section 4D o£ this Agreement and that in
no event shall they deliver other substances.
B. TOH shall have the right, after inspection, to reject any load delivered if
said load contains Unacceptable Material, any material other than those contemplated
herein, or any material in such quantit~ that it is likely to adversely affect RR.F operations
or cause violation of any applicable l~w or permit conddtion for ERN, and upon rejection,
to reload the material into the del/very vehicle for removal from RRF. In the event that
any rejected material is not removed by the delivery vehicle, TOH shall, after notice to
TOS and subject to the rights of TOS~pursuma~ m paragraph 4(E) hereof, dispose of said
material in compliance with law, regulation and applicable ~orders of the NYSDEC at the
sole cost and expense to TOS.
F. Upon delivery and pPcement of municipal solid waste from TOS in RRF,
TOH shall take title to the municipal ~olid waste, and shah have all rights to use, process,
mine, extract metals or other comm6dities, or otherwise deal with the municipal 5olid
waste in any way TOH deems fit.
Indemnity:
A. TOS shall defend, i~d~mnify and hold TOIff harmless from any and all
claims for personal injury, death and property damage, including reasonable attorney
fees, and any liability arising om of or in connection with TOH's status as user of CF or
as generator of waste disposed of in CF under NYS and Federal law, except to the extent
such claims or liability arise as a result of the culpable acts or willful conduct of TOH.
B. TOH shall defend: indeaauify a~d hold TOS harmless from any and all
claims for personal injury, death and property damage, including reasonable aaomey
fees, and any liability arising out of or in connection with TeSts stares as user of RRF or
as generator of waste disposed of in RRF under NYS and Federal law, excsp; to the
extent such claims or hability arise as a result of the culpable acts or willful conduct of
TOS.
C. Nothing contained herein shall be deemed re cream any liabiI/ty on the
part of TOH to participate in any present or future site remediation, capping or closure of
CF or any part thereof.
December2~ 200l I:2$ PM
12.
D. Nothing contained herein is intended or shall be construed to relieve any
party of any lawfitl obligation to comply with Federal, State or local laws~ rules,
regulations or orders governing the construction, operation or implementation of the solid
waSte facilities or programs of the parties.
E, TOH agrees ~o dcffend, indemnify and hold TOS harmless from any and all
claims for personal injury, death and pmperty damage~ including reasonable attorney
fees, and any liability arising out of or in' comaect~on with TOH's handling and
transportation of yard waste to CF,
F, TOS agrees to defend, inderanify and hold TOH harmless from any and all
claims for personal injur7~ death and proper~y damage, including reasonable .attorney
fees, and any liabitity arising ou* of or ~ connection with TOS's handling and
transportation of municipal solid waste to
G. TOS shall defend, ind~rcmify and hold TOH harmless from any and all
claims for personal injury, death and propexty damage, includLag reasonable attorney
fees, and any liability arising out ~of or in cormeetion with TOS's construction,
maintenance, operation and/or implementation of its solid waste facilities or programs,
except to the extent such claims or liability arise as a result of the culpable acts or willful
conduct of TOH,
H. TOFf shall defend, inderardfy and hold TOS harmless from any and all
claims for personal injury, death and property damage, including reasonable a~tomey
fees, and any liability arising out of or in connection with TOH's construction,
maintenance, operation and/or implementation of its solid waste facilities or programs,
except 'to the extent such claims or liability arise as a re~ult of the culpable acts or willful
conduct of TOS.
Insurance:
A. For the purposes of insurance coverage and other matters governing the
delivery of yard waste to CF, TOIl and their agents shall be considered ordinary lawful
users of CF and TOS shall accept the full faith and credit of the TOH for insurance
coverage,
B. For the purposes of insurmace coverage and other matters governing the
delivery of municipal solid waste to~RRF, TOS and their agents shall be considered
ordinary lawft%l 'users of RRF and TOH shall accept the full faith and credit of the TOS
for insurance coverage.
C, Wherever insurance coverage is required by TOH or TOS of third parties,
TOH or TOS shall be named as additional insured party. TOH shall cause TOS to be
named additional insured on the polic~y of automobile insurance carried by any persons
engaged to transpor~ yard waste xo CF,
rmermtattctpa[/tgreementTOSTOHFlnar..,~[oc
December 2. 2002 1.'23
10:18
D. Wherever insurance coverage ~s requhreA by the TOg or TOH of third
psrt£es, TOS or TOH shall be named as additional insured parry. TOS shall cause TOH
to be named additional insured on the policy of automobile insurance carried 'by a~v
persons engaged to transport mumc~Palsolid waste to R.RP,
13. Local Rules, Regulations and Agreements:
A. TOH and t~eir agents shall further abide by the rules and regulations in
effect at CF, and TOS sh~t provide c?pfes of such rul~,s and regulations to TOH .at the
time of th~ execution offs ~.greemerit'or as soon as available, and shall further provide
cotfies of any andall amendments fl'lereto.
B. TOS and their agents shall further abide by the roles and regulations in
effect at RRF, and TOH shall provide copies of such rules and regulations to TOS at the
time of thc execution of this Agreemerlt or as soon as available, and shall further provide
copies of any and all amendments thereto.
C. Upon request by ICH, TOS shall provide .copies of any Inter-mUmcipal
Agreement(s) involving the acceptance of yard waste at The Town of $outhold Compost
Facility to TOH. Upon request by TOS, TOH shall provide copies of the Inter-municipal
Agreement between TOH and Smitht0wn and the Service Agreement with Covanm to
TOS.
14. Uncontrollable or Unforeseen Circumstances:
A. In the event of the occurrence of au act of God, a in'e, flood, epidemic,
earthquake, explosion, civil disturbance, strike by the employees or agents of any parry
hereto,.or other event not within the cen~'ol of the parties hereto, which occurrence shall
prevent the performance of this Agreement by either party, the obligation to perform shall
be suspended for the duration of the occurrence, without penalty to any party, unless such
occurrence shall continue for a period.of ninety (90) days, in which case either party, by
ten (10) days written notice to the other, may elect to terminate this Agreement at ks
option without penalty.
B. In the event of a ctmr~ge in law, rule or regulatuon, or upon the order of any
court of competent jurisdiction, or upOn the order o f the Commissioner of the NYSDEC
or other agency having jurisdiction, including but not limited to, orders or decisions
which effectively deny or substantially delay the authority to construct capacity necessary
for the disposal of yard waste at the CF, which change in law or order effectively
prohibits or substantially restricts or inhibits the performance of the obligations o£ this
Agreement by either party, or imposes a substantial financial hardship in the performance
of this Agreemem by either par~y, the party so affected may, at its ~ption and by written
notice to the other party, terminate this Agreement without penalty. In the evem of any
term/nation under this paragraph, TOS shall afford TOH a minimum period of at least
ninety (90) days to secure akemate disposal capacity for the yard waste, unless the terms
D¢ce~,tber2l, 200; I:23 PM
~22/27/2001 10:18 6~1-551-30~2 TH~I_~ M~IRA TW~ AT¥ ~m z~r~m
of the order, decbion or vhange of law or regulation forming the basis for the termination
require a sho~ter period.
C. In the event of a change in la.w, rule or regulatipn, or upon the order of any
court of competent juri~liction, or upon the oral'er of the Commissioner of the NYSDEC
or o~her agency havhag jurisdiction, including but not l~mited m, orders or decision~
which ~ffecfively deny or- ~bstantially delay the authority to construct capacity necessary
for the disposal of municipal solkt waste at the RI~, which change m law or order
effectively prohibits or substantially restricts or inhibits the performance of the
obligations of th/s Agreement by either parCy, or imposes a substantial financial hardship
in~ the performance of t~:~S Agreement by either p.a~ the parr/so affected may, at its
option zuatry written notiee m the 6th~ party, term! ~a~e ,tlfis Agre~t~at ~ :e~alty,
In the ege~_t of any termination Under thi~ paragrap~ .T?H shal~ afl?/TOSs nfimmum
period o~at leto ninety (90) dugs, t? Se-em altemat* dbposal, Oal?aeity for the ~pal
solid was~; unless the tr~ms ,of~th~,brd~ ,decision.,, or Change ~f law or xegalatio~ forming
the basis ;~ the teminafior~ rec[uire~ st~Or~,pedbd.
15. Disputes; Termination for Breach; Liquidated Damages:
A. In the event of any dispute over weight, billing or failure to perform under
the terms of this Agreement, the party aggrieved In such dispute shall serve a written
Notice of Dispute, mailed by cea'tiffed mail to the addresses appearing m paragraph 17
herein, Upon service of such Notice of Dispute, the parties shall engage in good faith
negotiation for a period of not less than 30 days to resolve said dispute. In the event that
good faith negotiation shall fall to resoBre the dispute within 30 days or such additional
period as the parties may agree to negotiate, the aggrieved parry may pursue its remedies
under the American Arbitration Association (AAA) commercial Arbitration Rules with
Expedited Procedures in effect on the cht¢ hereof, as modified by ti:ds Agreement. There
shall be one arbitrator selected by the parties within seven (7) days of the arbitration
demand or, if not, pursuant to AAA Rules, who shall be an attorney with at least fifteen
(15) years commercial law experience. Any issue about whether a claim is covered by
this Agreement shall be determined bythe arbitrator. At the request of either party made
not later than seventy-five (75) days after the arbitration demanc}, the parties agree to
submit the dispute to non-binding mediation, which shall not delay the arbitration heating
date. There shall be no substantive me,oas or discovery, except the arbitrator shall
antho~ze such discovery as may be necessary re ensure a fair private meeting, which
shall be held within one hundred twenty (120) days of the demand and concluded within
three (3) days. These limits are not juris&cfional. The arbitrator shall apply substantive
law and may award injunctive relief or any other remedy available from a judge,
including attorney's fees and cost~ to the prevailing party, but shall not have the power to
award punitive damages. During the pencl~ncy afany diSpute, the parties shall continue
to perform their respective obhgatiom hereunder, including, but not limited m,
acceptance of yard waste and/or municipal solid waste and payment of all sums duly
demanded, pending resolution of the dispute or determination of the arbitration.
B. In the event of breach, this Agreement shall be t~minated and the party in
breach shall be liable m the other pare/for ali actual, compensatory and consequential
damages incurred as a res~dt of said breach. Upon payment of the damages and any
outstanding/ecs or charges, neither party sha~ henceforth be obligated to the other for
any injury or damage arising from the breach.
16. Modification:
A. This Agreement shall not be modified or amended except by written
agreement of authorized representatives of the p~zes.
B. No modification of the term or prices shall be made except in writing and
by resolution of the governing bodies of all parties.
17.
Notice:
All wfitZen notices required pursuant to this Agreement shall be delivered to the
Supervisors of each Town and to the To~ Attorneys of each Town, at the following
addresses:
TOH:
100 Main Street
Huntlngcon, New York 11743
TOS:
53095 Main Road
Southold, New York 11971
18. ]Proof of Valid Permit:
A. TOS shall supply to TOH a copy of the permit(s) authorizing the use of
CF as a yard waste disposal site.
B. TOH shall supply to TOS a copy of the permit(s) authorizing the use of
the RRF as a resource recovery facility.
19. Severabili~y:
If any section, subsection, p~ragraph, clause, phrase or prov~sion of this
Agreement shall, by a court of competent jurisdiction, be adjudged or determined to be illegal,
unlawful, invalid er unconstitutional, same shall not effect the validity of this Agreement as a
whole, or any part or provision hereof, other than the part so adjudged or determined to be
illegal, tmlawfiil or unconstitutional.
20. Authorized Execution:
The parties hereto each warrant to the other that ail necessary actions have been
taken by their respective governing bodies to authorize execution of this Agreement by the
signatories below, including, but not limited to, resolutions approving this Agreement and
compliance with the State Environmental Quality Review Act, as it may apply hereto. This
Agreement may be executed in counterparts, each of which Shall be deemed, an original, and all
of which when executed and delivered shall together constitute on and the same document.
21.
Effective D~a~e:
This Agreement shall take effect as of the lst day of December, 2001
Dated: [ ?~102/
t
TOWS
: SuperdSor
Dated:
TOWN OF $OUTHOLD
w. Coe
Supervisor
STATE OF NEW YORK
COUNTY OF SUFFOLK
TOWN OF SOUTHOLD
STATE OF NEW YORK )
COUNTY OF SUFFOLK ) ss.:
TOWN OF HUNTINGTON )
On the ~Y/~ day of ,200'1, before me personally came FRAN~ P. PETRONE, to .
me known, who being by me duly swora, did dc'pose a~d say that he is the duly elected
Supervisor of the Town of Hunting~on, Comty of Suffolk, State of New Y~rk, and tthat at a
meeting of the Town Board of the Tow~ of Hunfingtom duly held on the/~ day
2001, the said Bo~rd authorized the said Supe~isor to execute all and any con~acts on behalf of
the Board; and that he signed his name thereto and executed the said instrument on behalf of the
said Tom Of Huntington by like order a~d authority.
Notary Public
MARIE A. ROONEY
) Notary Public, State of NewYork
No. 01 RO5027991
) SS.: Qualified in Suffolk Coun~
Commission Expires May 23, 20
)
On. the ~..~5~dayof_~ ,2001, bcfore me personally came JEAN W.COCHRAN, to
me Imow~, who be/rog by me duly sworn, did depose and say that he is the duly elected
Supervz$or of the Town of Southold, County of Suffolk, State of New York, andthat at a
meeting of the Team Board of the Town of Southold, duly held on the 2--Brc~ day of
~-h3~ ,2001, the said Board authorized the smd Supervisor to execute all and any contracts
on behalf of the Board; and that he signed his name thereto and executed the said instrument on
behalf o f the said Town of Smithtewn by like order an~la~u.=.th~,~.___~
[~t~r~,~u~ctFd~greeme,l~rOSrO. UF~aLdoc ~lot~ry Public State of NewYork
No. 02W 60,10236
D*c~m~er21 ZOO! ~:23FM Qualified in Suffolk Countyo.~
BommiSalon Expires June
77'
RESOLUTION AUTHORIZING ~ SUPERVISOR TO ENTER ]2qTO AN
INTERMUNICIPAL AGREE/VfENT WITH THE TOWN OF SOUTHOLD
REGARDING DISPOSAL OF WASTE
Resolution ~or Town Board Meeting Dated: December.18, 2001
The following Resolution was offered by: Supervisor Petrone
And Seeondedb~. COUNCILWOMAN BUDD
COUNCILWOMAN SCARPATI-P.E/L¥.Y
WHEREAS, the TOwn 9fHnntington operates a waste to energy plant possessing excess
capacity; and
WHEREAS, the Town of Southold produces approximately 11,000 tons of municipal
solid waste (MSW) per year; and _
Wlq-~R.EAS, the Town of Huntington produces approximately 20,000 tons per year of
yardwaste; and
WltEREAS, the Town of Southold operates a licensed compns/ng facility;, and
WHEREAS, the Town of Southold has established a fee of $30.00 per day for acceptance
of Hunting'con yardwaste and the Town of Huntington has established a $65.00 per ton
fee for acceptance of the Town of Southold's municipal solid waste (1ViSW); and
~RBAS, the intermunicipal agreement with the Town of Southold regarding the
disposal of waste is classified as an unlisted action pursuant to the State Environmental
Quality Review Act (SEQRA) and the Town Board has been established as lead agency
for this action; and-
WI-~REAS, upon review of the Environmental Assessment Form (EAF), prepared by the
applicant, and by the SEQRA review prepared by the Town Department of planning and
the Environment, it has been determined that no potentially sJ&mificant adverse
environmental impacts are posed bythe pending actiom
NOW, THEREFORE
THE TOWN BOARD
HEREBY RESOLVES, that based upon a review of the Environmental Assessment Form
prepared for the intermunicipal agreement with the Town of Southold, such agreement
does not pose a significant adverse environmental knpact, and hereby issues a negative
declaration; and
2001-
t~REBY AUTHORIZES the Supervisor to enter into an intermunieipal agreement with
the Town of Southold regarding disposal of waste for a period of five (5) years, which
may be .extended for additional five (5) period upon the mutual coment of the Towns,/n
accordance with the t~ams heretofore recited, and on, such other terms and eonditions as
may be acceptable to the Town Att°mey.
VOTE: AYES: 5 NOES: 0 ABSTENTIONS: 0
Supervisor Frank P. Petrone AYE
CoUncilwoman Susan A. Berland A~rE
CoUllcitw0man Marlene L. Budd
Com~cilmau Mark A. Cuthbertson AYE
Coun¢ilworn~rn Susan J. Scarpati~Roilly AXE
TI-~ R~SOLUTION WAS THEP,.EUPON DECLARED DULY ADOPTED
AD~m~mt ~a southold r~otutior~