3.6 3.6
AGREEMENTS\Intermunicipal-Revised-South Qby-Qby Ave Sewer-Kingsbury—Washington County—10-2-2023
RESOLUTION AUTHORIZING INTERMUNICIPAL AGREEMENT
RELATED TO THE SOUTH QUEENSBURY - QUEENSBURY AVENUE
SANITARY SEWER DISTRICT
RESOLUTION NO.: 92023
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS, the Town of Kingsbury, on behalf of Kingsbury Sewer District No. 1, the
Town of Queensbury, on behalf of the "South Queensbury-Queensbury Avenue Sewer District",
Warren County, on behalf of the "Warren County (Industrial Park) Sewer District", and
Washington County, on behalf of Washington County Sewer District No. 1, entered into an
agreement dated May 15, 2003 titled "Intermunicipal Agreement for South Queensbury-
Queensbury Avenue Sanitary Sewer District" (the "2003 IMA"), and
WHEREAS, the Town of Kingsbury formed the "Kingsbury Sewer District Number No.
1" and the Town of Queensbury formed the "South Queensbury-Queensbury Avenue Sewer
District", and
WHEREAS, the Town of Kingsbury and the Washington County Sewer District No. 1
Board of Commissioners wish to dissolve the Town of Kingsbury Sewer District No. 1 and
extend the Washington County Sewer District No. 1 to include the parcels of land within the
boundaries of the, to be, former Town of Kingsbury Sewer District No. 1 which are connected to
the sewer infrastructure, and
WHEREAS, a Map, Plan and Report so extending the Washington County Sewer District
No. 1 and a plan of dissolution dissolving Kingsbury Sewer District No. 1 have been drafted, and
WHEREAS, the attorneys have provided an Intermunicipal Agreement to detail changes
to the 2003 IMA that flows directly from their changes, and
WHEREAS, the Town of Kingsbury and Washington County have requested that the
Town of Queensbury and Warren County modify the 2023 IMA and as set forth in the proposed
Intermunicipal Agreement presented at this meeting,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby approves of such dissolution of the
Kingsbury Sewer District No. 1 and such extension of the Washington County Sewer District No. 1
and authorizes the Intermunicipal Agreement in substantially the form presented at this meeting, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to
execute the Intermunicipal Agreement and the Town Supervisor, Town Wastewater Director and/or
Town Counsel to take such other and further actions necessary to effectuate the terms of this
Resolution.
Duly adopted this 2nd day of October, 2023,by the following vote:
AYES
NOES
ABSENT:
INTERMUNICIPAL AGREEMENT
THIS AGREEMENT dated this _ day of 2023, by and between the
"Parties" as defined and set forth below, evidences the following;
WHEREAS , the Town of Queensbury, on behalf of its sewer districts and those
contracting through the Town of Queensbury, and City of Glens Falls entered into a
memorandum of understanding dated October 13, 2011 titled "Memorandum of
Understanding between the Town of Queensbury and City of Glens Falls Regarding
Sewage Treatment Capacity and Other Related Matters", a copy of which is attached
hereto as "EXHIBIT A" , and
WHEREAS, the Town of Kingsbury, on behalf of a special district known and
identified as "Kingsbury Sewer District Number One", Washington County, on behalf of
a special district known and identified as "Washington County Sewer District No. 1 ", and
the Counties of Warren and Washington Industrial Development ,Agency entered into an
agreement dated December 17 , 2001 and titled "Sewer Facility Ownership and Services
Agreement for Kingsbury Sewer District Number One Town of Kingsbury, New York" , a
copy of which is attached hereto as "EXHIBIT B"; and
WHEREAS, the Town of Kingsbury, on behalf of Kingsbury Sewer District No. 1 ,
Town of Queensbury, on behalf of a special district known and identified as the "South
Queensbury-Queensbury Avenue Sewer District", Warren County, on behalf of a special
district known and identified as the "Warren County (Industrial Park) Sewer District", and
Washington County, on behalf of Washington County Sewer District No. 1 , entered into
an agreement dated May 15 , 2003 titled " Intermunicipal Agreement for South
Queensbury-Queensbury Avenue Sanitary Sewer District" , a copy of which is attached
hereto as "EXHIBIT C"; and
WHEREAS , relative to the above referenced agreements, the Town of Kingsbury
formed the sewer district known and identified as the "Kingsbury Sewer District Number
One"; and
WHEREAS , relative to the above referenced agreements , the Town of
Queensbury formed the sewer district known and identified as the "South Queensbury-
Queensbury Avenue Sewer District"; and
WHEREAS, the Washington County Sewer District No. 1 is overseen and
administered by its board of commissioners and executive director; and
WHEREAS, the Town of Kingsbury and board of commissioners of the
Washington County Sewer District No. 1 have been discussing a procedure by which
the Town of Kingsbury Sewer District Number One would be dissolved , and the
Washington County Sewer District No. 1 would be extended to included the parcels of
land within the boundaries of the, to be, former Town of Kingsbury Sewer District
Number One; and
WHEREAS , a Map , Plan and Report so extending the Washington County Sewer
District No. 1 has been drafted , a copy of which is attached hereto as "EXHIBIT D" ; and
WHEREAS, a plan of dissolution dissolving Kingsbury Sewer District No- 1 has
ben drafted , a copy of which is attached hereto as "EXHIBIT E"; and
WHEREAS , the Parties as defined below agree to modify the agreements
attached as "EXHIBIT A", "EXHIBIT B", and "EXHIBIT C", solely as set forth in this
Agreement, ,pursuant to the terms and conditions set forth in this Agreement,
NOW THEREFORE, in consideration of the mutual promises set forth in this
Agreement, the parties intending to be legally bound agree as follows:
1 . DEFINED TERMS: The following terms shall have the meanings set forth
below. Except as defined below, any other capitalized terms shall have the meanings
set forth in the attached "EXHIBIT A" LLEXHIBIT B'Y, or "EXHIBIT C", as the case may
be. All other terms shall have their usual and customary meaning .
"City of Glens Falls" shall mean the municipal corporation of the City of
Glens Falls located in Warren County, New York with a business address
at 42 Ridge Street, Glens Falls, New York 12801 .
"Dissolution Plan" shall mean the Town of Kingsbury plan of dissolution
of Kingsbury Sewer District Number One attached at "EXHIBIT E'.
"IDA Agreement" shall mean the agreement attached at "EXHIBIT B".
" Kingsbury Sewer District Number One" shall mean the special district
of Washington County formed under the Town Law of the State of New
York and providing sewer collection and transportation service located in
the Town of Kingsbury, Washington County, New York.
"MPR" shall mean the map , plan and report attached at "EXHIBIT D".
"TOK Capacity" shall mean the sewer capacity purchased and owned by
the Town of Kingsbury pursuant to Section 3. 1 (B) of the Sewer
Agreement.
" Parties" shall mean the Town of Kingsbury, Town of Queensbury,
Washington County, Warren County, and WWIDA.
"Queensbury-City MOU" shall mean the memorandum of understanding
attached at "EXHIBIT A".
"Sewer Agreement" shall mean the agreement attached at "EXHIBIT Cy'-
"South Queensbury-Queensbury Avenue Sewer District" shall mean
the special district of the Town of Queensbury formed under the Town
Law of the State of New York and providing sewer collection and
transportation service located in the Town of Queensbury, Warren County,
New York.
"Town of Kingsbury" shall mean the municipal corporation of the Town
of Kingsbury located in Washington County, New York with a business
address at 6 Michigan Street, Hudson Falls , New York 12839.
"Town of Queensbury" shall mean the municipal corporation of the
Town of Queensbury located in Warren County, New York with a business
address at 742 Bay Road , Queensbury, New York, 12804 .
"Warren County" shall mean the municipal corporation of Warren County
located in Warren County, New York with a business address at 1340
State Route 9, Queensbury, New York, 12804 .
"Warren County (Industrial Park) Sewer District" shall mean the special
district of Warren County formed under the County Law of the State of
New York and providing sewer collection and transportation service
located in the Town of Queensbury, Warren County, New York.
"Washington County" shall mean the municipal corporation of
Washington County located in Washington County, New York with a
business address at 382 Broadway, Fort Edward , New York 12828,
"Was hington County Sewer District No. 'I " shall mean the special
district of Washington County formed under the County Law of the State of
New York and providing sewer collection and transportation service
located in the Town of Kingsbury, Washington County, New York.
"WWIDA" shall mean the public benefit corporation formed under Title I of
Article 18-A and section 890-c of the General Municipal Law of the State
of New York.
2, Representations and Warranties. The Parties restate the
representations and warranties, as the case may be, as set forth in "EXHIBIT A",
"EXHIBIT B" or "EXHIBIT C" attached to this Agreement.
3, Dissolution of Kingsbury Sewer District No. 1 . The Parties hereby
approve of the dissolution of Kingsbury Sewer District Number One pursuant to the Plan
of Dissolution provided that as simultaneously as legally permissible, Washington
County Sewer District No. 1 is extended pursuant to the MPR to cover the portion of the
Kingsbury Sewer District Number One as identified in the MPR and Plan of Dissolution .
4, Extension of Washington County Sewer District No. 1 . The Parties
hereby approve of the extension of Washington County Sewer District No. 1 pursuant to
the MPR prodded that as simultaneously as legally permissible, Kingsbury Sewer
District Number One is dissolved pursuant to the Plan of Dissolution .
5. Automatic Termination. In the event that the steps set forth in section 2
and 3 of this Agreement do not occur for any reason on or before December 31 , 2023 ,
unless extended by agreement of the Parties, this Agreement shall automatically
terminate and be of no further force or effect.
6. No Effect on Current Sewer Agreement Section 3.1 (C) , ' ,'aria -s e
Notwithstanding the dissolution of Kingsbury Sewer District
Number One or extension of Washington County Sewer District No. 1 as provided for
above, the Town of Queensbury shall continue to bill the Washington County Sewer
District No. 1 based on the formula set forth in Section 3 . 1 (C) of the Sewer Agreement_
_ .
: . ... ., .. .• ::' . : . I: a ; _:":� � i ' ... ., ... � . : . , .� ,.: !
This billing shall continue for the duration of and final payment of
original debt issued by the Town of Queensbury pursuant to the Sewer Agreement and
as identified in Section 3 . 1 (C) of the Sewer Agreement. Washington County on behalf
of the Washington County Sewer District No. 1 will, in turn , allocate the debt payment
among the parcels located in the extended Washington County Sewer District No. 1 as
extended pursuant to the MPR. In the future, in the event any debt is required to be
issued relative to the Sewer Agreement, the Parties agree that the Sewer Agreement
shall be deemed amended to exclude from any debt payment calculations the lands
omitted from the extension of Washington County Sewer District No. 1 pursuant to the
MPR that were included in the Kingsbury Sewer District Number One_
7. TOK Capacity. The Town of Kingsbury shall continue to own the TOK
Excess Capacity per Section 3. 1 (B) for its use in accordance with the Sewer
Agreement, and WCSD #1 and the Town of Kingsbury shall coordinate as to the usage
of any such Excess Capacity in accordance with the Sewer Agreement.
8. Assumptions by Washington County on behalf of Washington
County Sewer District No. 1 . On behalf and solely on behalf of Washington County
Sewer District No. 1 , Washington County agrees to assume the obligations of the Town
of Kingsbury solely as to the extended Washington County Sewer District No. 1 that
encompasses the former Kingsbury Sewer District No_ 13 as follows:
a . As to the Sewer Agreement: Sections 2 .4(D)1 2.51 2 .6, 3. 1 (C) , 3.2, 3. 3,
5 . 1 , 5 . 31 7. 1 , 7 .2 and Article 8, provided that in the event the Town of
Kingsbury exercises any rights use the TOK Excess Capacity pursuant
to the Sewer Agreement other than through a future extension of
Washington County Sewer District No. 1 , the Town of Kingsbury shall
remain obligated pursuant to the terms and conditions of the Sewer
Agreement.
b . As to the IDA Agreement: Sections 2 .2, 2.4 . 2 .7 , 2.9, 3 .2 , 3 .37 3.42 4 . 1 .
9. No Default. The WVVIDA represents and warrants that the extension of
Washington County Sewer District No. 1 and the dissolution of Kingsbury Sewer District
No. 1 will not cause a default in any funding obtained , provided by or advanced by the
WWIDA as set forth in the IDA Agreement, and waives any claim, cause of action ,
indemnification or other, against any other party to this Agreement arising from the
foregoing.
low Remaining Terms and Incorporation. Except as specifically modified
herein , all other provisions of the agreements attached hereto as "EXHIBIT A",
"EXHIBIT B". and/or "EXHIBIT C" shall remain binding on the Parties and are
incorporated fully herein without exclusion or exception as if fully set forth in this
Agreement. The exhibits to this Agreement shall not be merely reference but shall be
by incorporation as terms and conditions of this Agreement.
11 . Approvals. The approval resolutions of the Parties shall be attached
hereto as "EXHIBIT F"'.
12. Counterparts. It is expected that this Agreement sham be executed in
counterparts, together which shall constitute one consolidated original agreement and
understanding of the Parties.
THIS SPACE INTENTIONALLY LEFT BLANK
THE NEXT PAGE IS THE SIGNATURE PAGE FOLLOWED BY THE EXHIBITS
REFERENCED IN THIS AGREEMENT
IN WTINESS WHERE, each of the Parties hereto duly executes this Agreement as
of the date first written above.
COUNTIES OF WARREN AND WASHINGTON
INDUSTRIAL DEVELOPMENT AGENCY
By:
David O'Brien, Chair of the Board of Directors
TOWN OF KINGSBURY
By:
Dana Hogan, Supervisor
TOWN OF QUEENSBURY
By:
John Strough, Supervisor
WARREN COUNTY
By:
Kevin B. Geraghty, Chair of the Beard of
Supervisors
WASHINGTON COUNTY
By:
Robert A. Henke, Chair of the Board of
Supervisors
State of New York }
County of ) ss.:
On the day of in the year before me, the undersigned, personally appeared DAVE
03BRIEN, personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that he executed
the same in his capacity, and that by his their signature on the instrument, the individual, or the person
upon behalf of which the individual acted, executed the instrument.
Notary Public
State of New York )
County of ) ss.:
On the day of in the year before me, the undersigned, personally appeared DANA
HOGAN, personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that he executed
the same in his capacity, and that by his their signature on the instrument, the individual, or the person
upon behalf of which the individual acted, executed the instrument.
Notary Public
State of New York )
County of ) ss_ :
On the day of in the year before me, the undersigned, personally appeared JOHN
STROUGH, personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that he executed
the same in his capacity, and that by his their signature on the instrument, the individual, or the person
upon behalf of which the individual acted, executed the instrument.
Notary Public
State of New York )
County of ) ss. :
On the day of in the year before me, the undersigned, personally appeared KEVIN
B GERAGHTY, personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that he executed
the same in his capacity, and that by his their signature on the instrument, the individual, or the person
upon behalf of which the individual acted, executed the instrument.
Notary Public
State of New York )
County of ) ss. :
On the day of in the year before me, the undersigned, personally appeared
ROBERT A. HENKE, personally known to me or proved to me on the basis of satisfactory evidence to be
the individual whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his their signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
EXHIBIT A
Memorandum of Understanding between the Town of Queensbury and City of Glens
Falls Regarding Sewage Treatment Capacity and Other Related Matters
EXHIBIT B
Sewer Facility Ownership and Services Agreement for Kingsbury Sewer District Number
One Town of Kingsbury, New York
EXHIBIT C
Intermunicipal Agreement for South Queensbury-Queensbury Avenue Sanitary Sewer
District
EXHIBIT D
MAP , PLAN AND REPORT
FOR EXTENSION OF
WASHINGTON COUNTY SEWER DISTRICT NO. 1
EXHIBIT E
PLAN OF DISSOLUTION OF
KINGSBURY SEWER DISTRICT NUMBER ONE