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3.3 3.3 AGREEMENTS\MOREAU—Purchase of 100000 Gallons Additional Capacity—7-20-2020 RESOLUTION ACKNOWLEDGING TOWN OF MOREAU'S PURCHASE OF ADDITIONAL 100,000 GALLONS OF RESERVED CAPACITY FROM TOWN OF QUEENSBURY ON BEHALF OF QUEENSBURY CONSOLIDATED WATER DISTRICT RESOLUTION NO.: ,2020 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 492,98 the Queensbury Town Board, on behalf of the Queensbury Consolidated Water District, entered into an Intermunicipal Agreement with the Town of Moreau for the Town of Queensbury's sale of water to the Town of Moreau, which Intermunicipal Agreement has been subsequently amended, and WHEREAS, in accordance with the Intermunicipal Agreement, as amended, the Town of Moreau is currently entitled to a Reserved Capacity (meaning the daily water reserved for Moreau under the Intermunicipal Agreement) of 1,250,000 gallons per day, and WHEREAS, the Town of Moreau wishes to purchase an additional 100,000 gallons of Reserved Capacity for $106,000 in accordance with the terms set forth in the Section IX of the Agreement, and WHEREAS, the Town of Queensbury Water Superintendent and Queensbury Town Board wish to acknowledge the Town of Moreau's purchase request and affirm that such purchase would result in the Town of Moreau having purchased a total of 1.35 million gallons of Reserved Capacity per day to date, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby acknowledges the Town of Moreau's purchase of an additional 100,000 gallons of Reserved Capacity for $106,000 in accordance with the Intermunicipal Agreement with the Town of Moreau, and hereby affirms that such purchase results in the Town of Moreau purchasing a total of 1.35 million gallons of Reserved Capacity per day from the Town of Queensbury on behalf of the Queensbury Consolidated Water District, to date, and BE IT FURTHER, RESOLVED, that the Town Board hereby authorizes and directs the Town Supervisor, Town Water Superintendent, Town Budget Officer, and/or Town Counsel to take such other and further actions necessary to effectuate the terms of this Resolution. Duly adopted this 201h day of July, 2020, by the following vote: AYES NOES ABSENT: 2 Town Moreau Kyle Noonan Deputy Supervisor 351 Reynolds Road ' Moreau,NY 12828-9261 - John Donohue a.= Councilmember Theodore T. Kusnierz John Hogan Supervisor Councilmember Phone:(518)792-1802 Fax:(518)792-1062 Gina LeClair E-mail:moreausuperPtownofmoreau.or 7 _ = Councilmember RESOLUTION TO PURCHASE ADDITIONAL WATER CAPACITY Resolution No. 2 0 20—1 9 2 Date: 6/23/2020 Motion By: Councilmember LeClair Seconded by: Councilmember Noonan WHEREAS: The Town of Moreau entered into an Intermunicipal Agreement(IMA) with the Town Board of the Town of Queensbury on behalf of the Queensbury Consolidated Water District on the 1st of February, 1999, and; WHEREAS: Section IX of the aforementioned IMA grants the Town of Moreau the right to purchase additional Capacity from Queensbury; So be it RESOLVED: That the Town of Moreau purchase additional Capacity of 100,000 gallons per day from Queensbury in an amount not to exceed S 106,000, to be paid pre-audit and from all six water districts in the Town of Moreau. Roll call results as follows: Councilmember LeClair Aye Councilmember Noonan Aye Councilmember Hogan Aye Councilmember Donohue Aye _ Supervisor Kusnierz Aye APPROVED: Town Clerk INTERMUNICIPAL AGREEMENT BETWEEN THE TOWN BOARD OF THE TOWN OF QUEENSBURY ON BEHALF OF THE QUEENSBURY CONSOLIDATED WATER DISTRICT AND THE TOWN OF MOREAU transmission line and storage facilities within Queensbury to determine that Moreau will receive potable water prior to start up. SECTION IX. ADDITIONAL PURCHASES/RIGHT OF FIRST REFUSAL A. Additional Purchases. During the term of this Agreement, Moreau shall have the right to purchase additional Capacity incrementally in the amount of 50,000 gallons per day. Any purchases for additional Capacity shall result in a corresponding per gallon decrease in the total amount of Moreau's right of first refusal as specified below. Moreau shall pay Queensbury for the capital costs associated with the additional Capacity in full within six (6) months of providing written notice to Queensbury of its intent to purchase additional Capacity and prior to Queensbury's obligation to furnish additional water. Moreau shall pay its share of operation and maintenance costs and any reconstruction costs for such additional Capacity pursuant to Section VIII hereof. B. Right of First Refusal. Queensbury shall grant Moreau a right of first refusal to purchase up to one million (1,000,000) gallons per day of additional Capacity from the Facility less any additional capacity purchased by Moreau as provided above. At such time when Queensbury shall exceed using 13,000,000 gallons per day of Capacity from the rated 15,000,000 gallons per day capacity per DOH, Queensbury shall give Moreau written notice that Moreau shall have two (2) months to exercise its right of first refusal and purchase 1,000,000 gallons (in 50,000 gallon per day increments)of additional Capacity. Moreau shall exercise such right of first refusal by written notice to Queensbury stating that Moreau shall purchase such additional Capacity within sixty (60) days of Queensbury's written notice. If Moreau shall not exercise its right of first refusal within two (2) months of Queensbury's written notice, then this right shall terminate. The determination of whether Queensbury has reached 13,000,000 gallons per day of use and that any further use or sale of capacity will decrease Moreau's 1,000,000 gallons per day right of first refusal shall be made by Queensbury. 15 Moreau shall pay the capital costs associated with such additional Capacity under the right of first refusal in full within six (6) months of giving its written notice and prior to Queensbury's obligation to furnish additional water. Such capital costs shall be calculated by Queensbury using the same formula and methodology as was used for the original 1,000,000 gallons hereunder. Moreau shall pay its share of Operation and Maintenance costs and any reconstruction costs for such additional Capacity pursuant to Section VIII above. All other terms of this Agreement shall continue for the original Reserved Capacity and the additional Capacity purchased hereunder. The capital buy-in cost for any additional Capacity will be $53,000 per 50,000 gallons per day or $1,060,000 for the full 1,000,000 gallons per day right of first refusal provided for in this Agreement plus the proportional share of capital improvements, if any, from the date of purchase of additional Capacity to maintain the plant defined in the Agreement as "reconstruction costs" plus the proportional share of the future upgrade costs per Section II(B) above. While the total Capacity entitlement to Moreau pursuant to this Agreement is up to 2,000,000 gallons per day, nothing hereunder shall prohibit Moreau and Queensbury from entering into a mutually acceptable agreement for Moreau to purchase additional Capacity beyond or above 2,000,000 gallons per day. In the event Moreau has fully exercised its right of first refusal for the additional Capacity of 1,000,000 gallons per day and there is no additional Reserved Capacity available at the Facility, nothing hereunder shall prohibit Moreau and Queensbury from entering into a mutually acceptable agreement to expand the capacity of the Facility to meet Moreau's water needs. C. Governmental Requirements. In the event Queensbury shall, subsequent to the effective date of this Agreement, be ordered by DEC, DOH, EPA, or any successor agencies thereto, or other governmental agency with authority to so order Queensbury, to modify the Facility, Moreau shall pay one-fifteenth (1/15) of such modification costs but only if the modification is necessary to deliver water to Moreau. Queensbury represents there is no current written order of DEC, DOH, or the EPA 16