Intermunicipal agreement—July 26, 2007

Among the Onondaga County Sanitary District, Onondaga County, City of Syracuse, Syracuse Urban Renewal Agency, Board of Education of the Syracuse City School District, and City of Syracuse Industrial Development Agency.

Please contact Susan Miller, Project Deputy Director for exhibits to this document. Click to email or phone 315-435-2260. No exhibits are included on this website.

THIS AGREEMENT, entered into this 26th day of July, 2007, by and among Onondaga County Sanitary District (AKA Onondaga County Consolidated Sanitary District) ("District"), a consolidated sanitary district organized pursuant to the laws of the State of New York and local laws of the County of Onondaga with an office at 650 Hiawatha Boulevard West, Syracuse, New York 13204; Onondaga County, a municipal corporation organized pursuant to the laws of the State of New York with an office at 421 Montgomery Street, Syracuse, New York 13202 (with the District, collectively the ("County"); City of Syracuse ("City"), a municipal corporation organized pursuant to the laws of the State of New York with an office at City Hall, 233 E. Washington Street, Syracuse, New York 13202, Room 203; Syracuse Urban Renewal Agency ("SURA"), a body corporate and politic organized pursuant to section 570 of the New York State General Municipal Law with an office at City Hall, 233 E. Washington Street, Syracuse, New York 13202, Room 300; Board of Education of the Syracuse City School District ("School District"), a body corporate organized pursuant to Article 52 of the New York State Education Law with offices at 725 Harrison Street, Syracuse, New York 13210; and City of Syracuse Industrial Development Agency ("SIDA"), a body corporate and politic organized pursuant to section 926 of the New York State General Municipal Law with offices at City Hall, 233 E. Washington Street, Syracuse, New York 13202, Room 312 (the County, City, SURA, School District and SIDA are referred to collectively as the "parties.")

Whereas, pursuant to a January 20, 1998 Amended Consent Judgment ("ACJ") issued by Hon. Thomas J. McAvoy in the matter entitled Atlantic States Legal Foundation and New York State Department of Environmental Conservation v. Onondaga County et al., Dkt. No. 88-CV 0066 ("ASLF v. County"), as amended by Orders dated April 27, 1998 and December 14, 2006, the County is committed, inter alia, to abating combined sewer overflow (CSO) points through the construction of remedial projects identified in the ACJ; and

Whereas, three ACJ remedial projects known as the Midland Regional Treatment Facility and Conveyances Project ("Midland Project"), Clinton Street CSO Abatement Project ("Clinton Project") and Harbor Brook Project CSO Abatement Project ("Harbor Brook Project") (collectively, the "ACJ Projects") are the subject of this Agreement; and

Whereas, the parties understand that the County is obligated to design, construct, operate and maintain the ACJ Projects; and

Whereas, the ACJ specifically requires construction of Regional Treatment Facilities ("RTF") as part of the Midland Project, Clinton Project, Harbor Brook Project, which, together with the Hiawatha RTF for which construction was completed in July 2001, are the only projects under the ACJ that specifically require construction of an RTF; and

Whereas, the County does not contemplate the construction of any additional RTFs under the ACJ, and further, as part of the Midland Project, the County will discontinue and decommission a RTF that the County constructed in 1998 at Newell Street and Yale Street; and

Whereas, the ACJ provides milestone compliance dates for completion of the ACJ Projects and stipulated daily penalties for failure to comply with the milestone dates; and

Whereas, in ASLF v. County, the County commenced a third-party action against the City and SURA, entitled Onondaga County, et al. v. 2.3± Acres of Land In The City of Syracuse, et al., Dkt. No. 88-CV-0066 (with ASLF v. County, collectively referred to as, the "Federal Litigation"); and

Whereas, by Orders dated June 28, 2003 and December 18, 2003 and Final Judgment filed January 5, 2004 in the Federal Litigation, the County was awarded condemnation and title to property owned by the City and SURA to be used for construction of Phase II of the Midland Project and compensation for those takings was awarded to the City and SURA; and

Whereas, the City and SURA appealed the Decisions, Orders and Final Judgment in the Federal Litigation to the United States Court of Appeals for the Second Circuit, Dkt. No. 04 0718-CY; and

Whereas by Decision dated September 21, 2006, the Second Circuit certified state law questions to the New York State Court of Appeals and the State Court of Appeals accepted certification; and

Whereas, while the Federal Litigation was pending in the Second Circuit, the County conducted Eminent Domain Procedure Law public hearings regarding the ACJ Projects for condemnation of property in which the City, School District and SIDA claim an interest, and following the public hearings, the County made Determinations and Findings which were appealed by the City, School District and SIDA to the Appellate Division, Fourth Department in proceedings entitled: City of Syracuse, et al. v. County of Onondaga, Dkt. No. OP-06-03395,: City of Syracuse, et al. v. County of Onondaga, Dkt. No. OP-06-03394; City of Syracuse v. County of Onondaga, Dkt. No. OP-06-03393; and Syracuse Industrial Development Agency v. County of Onondaga, Dkt. No. OP-06-03377 (collectively, the "State Litigation"); and

Whereas, by notices dated November 16, 2001 and February 1, 2002, the County served notices of intent to commence litigation against the City under the federal Clean Water Act alleging, inter alia, that the City's combined stormwater and sanitary sewer system contributes to the flows through the CSOs into tributaries of Onondaga Lake ("Clean Water Act Claims"); and

Whereas, the parties, in a cooperative manner, wish to resolve the pending Federal Litigation and State Litigation ("Pending Litigation") and Clean Water Act Claims, to permit the County to construct the ACJ Projects and to provide for agreed upon mitigation measures; and

Whereas, in furtherance of settlement, the parties will discontinue the Pending Litigation and Clean Water Act Claims under the terms and conditions set forth in this Agreement; and

Whereas, the agreed upon mitigation measures set forth in this Agreement, including those measures set forth in Exhibit A and those developed through the community mitigation process described below, will fully mitigate the impacts of the ACJ Projects; and

Whereas, the parties will cooperate in good faith to further the implementation of the ACJ Projects and, when feasible, to coordinate ACJ Project construction with other scheduled improvement projects, such as the City's plan to construct a segment of a creekwalk along Onondaga Creek on the same property in which the County is required to construct conveyances for the Clinton Project; and

Whereas, in addition to those Midland Project properties that were condemned in the Federal Litigation, the County must acquire properties for the ACJ Projects which are the subject of the State Litigation and which are identified in the legal descriptions attached as Exhibits B 1 to B-24 and Exhibit C; and,

Whereas, the parties understand that ACJ Projects must be constructed in compliance with the ACJ milestone dates, and therefore, the obligations of the parties under this Agreement must be accomplished on an expedited basis to ensure compliance with the ACJ milestone dates; and

Whereas, by Ordinance No. 226 adopted by the Common Council on June 4, 2007 and approved by the Mayor on June 5, 2007, the City authorized the execution of this Agreement and by Local Laws Nos. 1 to 23, adopted by the Common Council on June 4,2007 and approved by the Mayor on June 20, 2007 following a public hearing on June 20, 2007, the City approved the transfer of properties set forth in this Agreement to the County, which the City owns or in which the City has an interest and which the County requires for the ACJ Projects; and

Whereas, by Resolution No. 3062 adopted June 26, 2007, SURA has authorized the execution of this Agreement and the transfer of the properties which have been awarded to the County in the Federal Litigation and such other properties which SURA owns or in which SURA has an interest and which the County requires for the ACJ Projects ("SURA Properties"); and

Whereas, by Ordinance No. 226 adopted June 4, 2007, the City Common Council approved the transfer of the SURA Properties to the County; and

Whereas, by Resolution adopted June 20, 2007, SIDA has authorized the execution of this Agreement and the transfer of SIDA's interest, if any, in the properties set forth in this Agreement to the County, which the County requires for the ACJ Projects; and

Whereas, by Resolution No. 0607-286 adopted June 13, 2007, the School District has authorized the execution of this Agreement and the transfer of the properties set forth in this Agreement in which it has an interest to the County, which the County requires for the ACJ Projects; and

Whereas, by Resolution No. 113 adopted June 5, 2007, the Onondaga County Legislature authorized the execution of this Agreement and by Resolution Nos. 143-2006, 183-2006, 184 2006, 209-2006 and 91-2007 has authorized the acquisition of properties set forth in this Agreement from the City, SURA, SIDA and the School District.

Now therefore it is agreed by and between the parties as follows:

Section 1: Term of agreement

Section 1.1 Term

The term of Agreement shall be five years, commencing on April 1, 2007 and terminating on March 31, 2012, and shall automatically renew for the period from April 1, 2012 to December 31, 2012 or until completion of all ACJ Projects, whichever occurs later. Completion of all ACJ Projects shall be deemed to occur when the County's project engineer certifies final completion for the ACJ Projects to the New York State Department of Environmental Conservation ("DEC") or the New York State Environmental Facilities Corporation.

Section 2: ACJ project mitigation

Section 2.1 Clinton parking mitigation

Section 2.1.1 Use of funds by SIDA

The County and the City request that, subject to the terms and conditions of this Section 2.1, SIDA facilitate, as set forth below, improvements to the Atrium Parking Garage and the Clinton/Jefferson Garage and SIDA agrees, subject to Section 2.1.3 hereof, as follows: The City shall cause the County to pay and the County shall pay the amount of $4 Million for Clinton parking mitigation measures ("Parking Mitigation Funds") to be disbursed to, and used by, SIDA for the following economic development purposes and in the following manner:

a. $3 Million shall be used to assist the beneficial owner by grant or otherwise with the funding of the construction of an additional floor (comprising approximately 200 parking spaces) to the Atrium Parking Garage, the improvement of the Garage çade and other improvements to the Garage (the "Atrium Improvements"); the preparation of plans and specifications for the Atrium Improvements; the retention of engineering and other appropriate consultants for the Atrium Improvements; and the awarding of construction contracts and payment of sums due and owing under them for the Atrium Improvements in accordance with Title 18-A of the General Municipal Law (the "IDA Act") and applicable law.

b. $1 Million shall be used to assist the beneficial owner by grant or otherwise in the funding of the construction of a parking garage at the southwest comer of Clinton and Jefferson Streets (the "Clinton/Jefferson Garage"); the preparation of plans and specifications for the construction of the Clinton/Jefferson Garage; the retention of engineers and other appropriate consultants; the awarding of construction contracts and payment of sums due and owing under them for the construction of the Clinton/Jefferson Garage.

c. For purposes of paragraphs (a) and (b), the term "beneficial owner" shall mean the project occupant of the Atrium Improvements and/or Clinton/Jefferson Garage appointed by SIDA pursuant to the IDA Act to undertake the respective "project" (as defined in the IDA Act).

d. SIDA shall use commercially reasonable efforts to cause the respective beneficial owner to construct the Atrium Improvements and the Clinton/Jefferson Garage ("Garage Projects") to commence no later than January 1, 2009 (the "Commencement Date") and the Commencement Date shall not be subject to force majeure; provided, however, the County Executive may approve a request for an extension of the Commencement Date consistent with ACJ milestone dates and such approval shall not be unreasonably denied. Commencement shall include, at a minimum, the awarding of contract(s) to contractors competent to perform the work set forth in this Section 2.1.1 and the commencement of actual work that is to be performed on each site pursuant to those contract(s). SIDA shall use commercially reasonable efforts to cause construction of the Garage Projects to be completed no later than December 31, 2012 unless performance is delayed by mutual agreement of the respective beneficial owner, SIDA and the County in writing, or by events which constitute a force majeure. Financial considerations of the beneficial owner shall not be considered a force majeure, provided that nothing contained herein shall be deemed to require SIDA to expend its own funds for the Garage Projects. For purposes of completion of construction, a force majeure is defined as including (a) an act of God, war, riot, accident, labor dispute, and inability to obtain lawful access to locations required for performance; or (b) without limiting the foregoing circumstances, any circumstances of like or different character beyond the control of the beneficial owners or its employees, consultants, contractors, and which cannot be overcome by their due diligence. In the event of a force majeure, SIDA shall be obligated to perform or cause to be performed the affected activities within a time period which shall not exceed the time period of the delay reasonably attributed to the force majeure. SIDA shall orally notify the County as soon as possible after SIDA becomes aware that circumstances constituting a force majeure have occurred or are likely to occur. In addition, SIDA shall notify the County in writing, as soon as possible; but not later than ten (10) business days after SIDA becomes aware that circumstances constituting a force majeure have occurred or are likely to occur. Such written notice shall be accompanied by all available pertinent documentation, and shall contain the following: (a) a description of the circumstances constituting the force majeure; (b) the actions (including pertinent dates) the beneficial owner, its agents, employees, consultants and/or contractors have taken and/or plans to take to minimize any delay; and (c) the date by which or the time period within which the beneficial owner proposes that the delayed activities will be completed. For purposes of this Section 2.1, the parties acknowledge that SIDA is facilitating the Garage Projects subject to Section 2.1.6 hereof and shall be deemed to have satisfied its obligations hereunder by entering into a development or similar agreement with the applicable beneficial owner of each Garage Project which incorporates the provisions of this Section 2.1 and identifies the City and County as intended third party beneficiaries.

Section 2.1.2 Disbursement of parking mitigation funds

The City shall cause the County to disburse and the County shall disburse the Parking Mitigation Funds to SIDA and SIDA shall accept and use the Parking Mitigation Funds for the purposes and in the manner set forth in Section 2.1.1 above pursuant to the following procedure:

(i) SIDA shall develop and submit to the County Executive and the Mayor a plan of expenditures ("Expenditure Plan") that includes proposed expenditures, proposed action and payment milestone dates, amounts and claim documentation procedures.

(ii) The County Executive and Mayor shall approve the Expenditure Plan, which approval shall not be unreasonably denied or delayed.

(iii) Upon approval of the Expenditure Plan by the County Executive and the Mayor and the submission by SIDA of the agreed upon documentation, in accordance with the approved Expenditure Plan, to the County (with a copy to the City), the County shall promptly disburse funds to SIDA to pay for the documented expenditures in accordance with SIDA's instructions.

Section 2.1.3 SIDA's representations

SIDA represents that:

a.) SIDA is authorized to execute and deliver this Agreement and perform its obligations hereunder by SIDA's enabling legislation, its organizing documents and all applicable by-laws, rules and regulations.

b.) SIDA will use commercially reasonable efforts subject to Section 2.1.6 to acquire sufficient interest in the properties set forth in Section 2.1.1 above and undertake one or more projects under the IDA Act as shall be reasonably necessary to cause construction of each of the Garage Projects described therein.

c.) SIDA will, in good faith, apply for and obtain or cause the applicable beneficial owner to apply for and obtain such approvals and permits as may be required to accomplish the improvements set forth in Section 2.1.1 above. SIDA's obligations under this Section 2.1 shall be subject to SIDA receiving an application for financial assistance from the applicable beneficial owners of the respective Garage Projects, compliance with the applicable requirements of the State Environmental Quality Review Act and the IDA Act and execution and delivery by the applicable beneficial owner of development, straight lease and other customary agreements reasonably acceptable to SIDA which in any event contain the provisions set forth in Section 2.1.6 of this Agreement. In the event that the foregoing conditions are not satisfied prior to the Commencement Date, Section 2.1.4 shall apply and SIDA shall be released from this Section 2.1.

Section 2.1.4 Failure to commence

In the event that construction of either of the Garage Projects is not commenced prior to January 1, 2009, or such later Commencement Date approved by the County Executive pursuant to Section 2.1.1 (d), and in the manner set forth in Section 2.1.1 (d), the County shall use any remaining balance of the $4 million Parking Mitigation Funds designated for the improvement that has not commenced, for such other improvements designed to mitigate parking in the area of the Clinton Project as are agreed upon by the Mayor and the County Executive, which agreement shall not be unreasonably withheld or delayed.

Section 2.1.5 Approval of plans and specifications

SIDA shall cause the applicable beneficial owner to obtain the approval of the County Executive and the Mayor for all construction plans and specifications and operating plans for the Atrium Improvements and Clinton-Jefferson Parking Garage prior to the commencement of their construction as provided in Section 2.1.1 ( c). Such construction plans and specifications and operating plans shall comply with City Code requirements and the operating plans shall include such parking mitigation specifications as are reasonably required by the County Executive, including but not limited to specifications for lighting, security and hours of operation. The approvals of the Mayor and County Executive shall not be unreasonably denied or delayed.

2.1.6 No recourse; Limitation of liability

(a) The City and County hereby release SIDA and its members, officers, agents (other than any project occupant), and employees from, agrees that the SIDA and its members, officers, agents (other than any project occupant), and employees shall not be liable for, and agrees to indemnify, defend, and hold SIDA and its members, officers, agents (other than any project occupant), and employees harmless from and against any and all claims arising as a result of SIDA undertaking its obligations under Section 2.1 of this Agreement (the "Facilitation Obligations") as follows:

(i) All claims arising, from the exercise by the City and County of the authority conferred upon it and performance of their obligations under this Agreement; and

(ii) All causes of action and attorneys' fees and other expenses of any nature whatsoever incurred in connection with any suits or actions which may arise as a result of any of the foregoing, provided that any such losses, damages, liabilities, or expenses of SIDA are not incurred or do not result from the intentional wrongdoing of the Agency or any of its members, officers, agents (other than any project occupant), servants or employees.

The foregoing indemnities shall apply notwithstanding the fault or negligence of SIDA or any of its officers, members, agents (other than any project occupant), servants or employees (other than gross negligence or willful misconduct as finally determined to exist by a court or arbitrator) and irrespective of any breach of statutory obligation or any rule of comparative or apportional liability.

(b) Notwithstanding any other provisions of this Agreement, the obligations of the City and County pursuant to this Section shall remain in full force and effect after the termination of this Agreement until the expiration of the period stated in the applicable statute of limitations during which a claim, cause of action, or prosecution relating to the matters herein described may be brought, and the payment in full or the satisfaction of such claim, cause of action, or prosecution, and the payment of all expenses and charges incurred by SIDA, or its officers, members, agents (other than any project occupant), servants or employees, relating thereto.

(c) The obligations and agreements of SIDA contained herein and in any other instrument or document executed in connection herewith or with the Facilitation Obligations, and any instrument or document supplemental hereto or thereto, shall be deemed the obligations and agreements of SIDA and not of any member, officer, agent (other than any project occupant), servants or employee of SIDA in his individual capacity; and the members, officers, agents (other than any project occupant), servants and employees of SIDA shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby. City and County acknowledge that SIDA has no taxing power. The obligations and agreements of SIDA contained herein or therein shall not constitute or give rise to a general obligation of SIDA, but rather shall constitute limited obligations of SIDA, payable solely from the revenues of SIDA derived from the lease, sale, or other disposition of projects, if any, in which SIDA has a fee or leasehold interest acquired in connection with the performance of the Facilitation Obligations. No order or decree of specific performance with respect to any of the obligations of SIDA hereunder or thereunder shall be sought or enforced against SIDA unless:

(i) The party seeking such order or decree shall first have requested SIDA in writing to take the action sought in such order or decree of specific performance, and ten days shall have elapsed from the date of receipt of such request, and SIDA shall have refused to comply with such request (or if compliance therewith would reasonably be expected to take longer than ten days, shall have failed to institute and diligently pursue action to cause compliance with such request), or failed to respond within such notice period;

(ii) If SIDA refuses to comply with such request and SIDA's refusal to comply is based on its reasonable expectation that it will incur fees and expenses, the party seeking such order or decree shall have placed in an account with SIDA an amount or undertaking sufficient to cover such reasonable fees and expenses; and

(iii) If SIDA refuses to comply with such request and SIDA's refusal to comply is based on its reasonable expectation that it or any of its members, officers, agents (other than any project occupant), servants or employees shall be subject to potential liability, the party seeking such order or decree shall (A) agree to indemnify and hold harmless SIDA and its members, officers, agents (other than any project occupant), servants and employees against any liability incurred as a result of its compliance with such demand; and (B) if requested by SIDA, furnish to SIDA satisfactory security to protect SIDA and its members, officers, agents (other than any project occupant), servants and employees against all liability expected to be incurred as a result of compliance with such request.

Section 2.2 Fayette-Jefferson creekwalk

Section 2.2.1 Coordination of construction

The County and City shall use their best efforts to coordinate the construction of the Clinton Project Conveyances located on properties between West Fayette Street and West Jefferson Street, as more specifically described in Exhibits B-2 and C ("Fayette-Jefferson Conveyances"), with the construction by the County of the segment of the Onondaga Creekwalk that will be located on the same property ("Fayette-Jefferson Creekwalk"). The City and County agree that the County's construction of the Fayette-Jefferson Conveyances must commence in February, 2008 in order to comply with the ACJ milestones dates for that work and, for that reason, all coordination measures by the City and County set forth in Section 2.2.2-2.2.4 below must occur on or before July 1, 2007.

Section 2.2.2 Funding precondition of County creekwalk construction

The City is the recipient of a Federal Transportation Improvement Project ("TIP") Agreement from the Federal Highway Administration ("FHWA") through the New York State Department of Transportation ("DOT"), under which the City will be reimbursed for 80% of the estimated cost of the design and construction of the Onondaga Creekwalk, including the Fayette-Jefferson Creekwalk (the "80% Share"). The City and the County shall work cooperatively to obtain all approvals required by FHWA and DOT to authorize the City to assign to the County ("TIP Assignment"), or to Guaranty payment ("TIP Guaranty") to the County of, the 80% Share relating to the Fayette-Jefferson Creekwalk, currently estimated at $800,000.00, for use by the County to design and construct the Fayette-Jefferson Creekwalk in conjunction with the Fayette-Jefferson Conveyances ("Creekwalk/Conveyance Construction"). On or before July 1, 2007, the City shall provide to the County either the TIP Assignment or the TIP Guaranty, executed by the Mayor and approved in writing by authorized representatives of FHWA and DOT; if necessary, guaranteeing that the County will be paid the 80% Share for the design and construction of the Fayette-Jefferson Creekwalk. The City shall contribute or cause to be contributed any additional sum ("City Contribution") necessary to complete design and construction of the Fayette-Jefferson Creekwalk and related amenities which are not covered by the 80% Share or for which the 80% Share is not available and by the County Contribution (as defined in the next sentence). Provided the County receives the TIP Assignment or TIP Guaranty and a duly executed written Guaranty of the City Contribution on or before July 1, 2007, the County will contribute an additional amount not to exceed $386,000.00 for the Creekwalk/Conveyance Construction as set forth in Exhibit A ("County Contribution"), and the County shall use the 80% Share, the County Contribution and City Contribution for the Creekwalk/Conveyance Construction.

Section 2.2.3 Bids For The Fayette-Jefferson creekwalk

On or before July 1, 2007, the City shall provide the County with all Fayette-Jefferson Creekwalk bid provisions required by DOT and FHWA; and if so provided, the County will include said bid requirements within its bid documents and shall provide for identification of work items to track the separate costs for the Fayette-Jefferson Creekwalk.

Section 2.2.4 Easements for the Fayette-Jefferson conveyances

The parties anticipate that DOT will acquire all property interests needed for construction of the Fayette-Jefferson Creekwalk, including property interests owned by SIDA (Exhibit B-2) and property interests owned by John M. Butler (Exhibit C), and that DOT intends to transfer those property interests to the City. The City shall use its best efforts to cause the DOT to acquire and transfer, at no cost to the County, any such interests subject to or reserving therefrom easements in favor of the County for the Fayette-Jefferson Conveyances as described Exhibits B-2 and C. In the event the DOT transfers those property interests to the City without providing for said easements in favor of the County, the City shall immediately transfer to the County, at no cost to the County, the easements described in Exhibits B-2 and C. In the event that neither the City nor DOT acquire the property interests described in Exhibit B-2, SIDA shall transfer to the County SIDA's property interests described in Exhibit B-2 at no cost to the County.

Section 2.2.5 Transfer of completed Fayette-Jefferson creekwalk from the County to the City

Upon the County's completion of construction of the Fayette-Jefferson Creekwalk in accordance with the plans and specifications as are reasonably approved by the City Engineer, the County shall transfer, and the City shall accept ownership of, and assume the obligation for and maintenance of, the Fayette-Jefferson Creekwalk and all associated amenities and improvements.

Section 2.3 Community mitigation process

Section 2.3.1 Commitment of funds

The County shall pay $6 million, as set forth below for such additional mitigation measures as are developed and proposed through a community based process approved by the Mayor following consultation with the President of the Common Council. The process will utilize neighborhood residents to provide neighborhood input, and to develop and manage the community-developed mitigation measures within the geographic areas set forth in Section 2.3.3 of this Agreement ("Community Developed Mitigation Measures"). The County shall not be responsible for implementation, construction, ownership, maintenance or continuance of any Community Developed Mitigation Measures.

Section 2.3.2 Requirements for community developed mitigation expenditures

All Community Developed Mitigation Measures, and the funds to pay for them, must mitigate the impacts of ACJ Projects on the surrounding neighborhood and shall not be utilized to provide fiscal relief to any government, agency, organization, program or community service. The Community Developed Mitigation Measures, and the funds to pay for them, shall not be utilized to support or supplant the operating costs or any administrative expense of any government, agency, organization, program or community service.

Section 2.3.3 Community developed mitigation areas

The Community Developed Mitigation Measures must be located in proximity to the RTFs of the ACJ Projects and within the following geographic areas: (1) Midland Avenue Project—generally from the back property line of South Avenue to Tallman Street to Cortland Avenue (excluding CNYTRA facility) to Alexander Avenue to West Castle Street; (2) Upper Harbor Brook Project—generally from Delaware Street to South Geddes Street to West Onondaga Street to Velasko Road (excluding the Harbor Brook drainage basin) to Grand Avenue; (3) Lower Harbor Brook Project—generally from West Genesee Street to Lakeview Avenue to Liberty Street through Richmond Avenue and generally following Sackett Street to Dewey Avenue (encompassing Waite Avenue) to State Fair Boulevard and back to West Genesee Street, as more specifically set forth on the maps attached as Exhibits D-I through D-3.

Section 2.3.4 Required approvals for community developed mitigation measures

Community Developed Mitigation Measure proposals must be reviewed and approved (which approval will not be unreasonably denied or delayed) by the County Executive, following the County Executive's consultation with the Chairman of the County Legislature or a member of the legislature designated by the Chairman and the Mayor, following the Mayor's consultation with the Council President or a Council member designated by the Council President, to be funded and implemented. Upon such approvals, the County shall disburse funds as provided in 2.3.5 below.

Section 2.3.5 Disbursement of funds for community developed mitigation measures

The County shall disburse funds as needed and approved for the implementation of the Community Developed Mitigation Measures through the Syracuse Community Development Department ("SCDD") pursuant to the following procedure:

(i) SCDD shall submit to the County Executive and the Chairman of the County Legislature and the Mayor and the Council President a plan of expenditures ("Expenditure Plan") for each Community Developed Mitigation Measure that includes proposed expenditures, proposed action and payment milestone dates, amounts and claim documentation procedures;

(ii) The County Executive, following the County Executive's consultation with the Chairman of the County Legislature or a member of the legislature designated by the Chairman, and the Mayor, following the Mayor's consultation with the Council President or a Council member designated by the Council President, shall approve the Expenditure Plan, which approvals shall not be unreasonably denied or withheld;

(iii) Upon approval of the Expenditure Plan by the County Executive, following the County Executive's consultation with the Chairman of the County Legislature, and the Mayor, following the Mayor's consultation with the Council President, and the submission by SCDD of the agreed upon documentation, in accordance with the approved Expenditure Plan, to the County (with a copy to the City), the County shall promptly disburse funds to SCDD to pay for the documented expenditures in accordance with the approved Expenditure Plan.

Section 2.4: Mitigation improvements and replacement—Ownership and maintenance

Section 2.4.1 Streets, sidewalks and curbing

The City Commissioner of Public Works and City Engineer shall promptly provide to the County technical specifications setting forth reasonable standards for street repair and restoration and sidewalk and curbing mitigation for the ACJ Projects, which the County will incorporate into the applicable final ACJ Project plans, specifications and bid documents. The County shall require its contractor(s) to comply with the technical specifications with respect to streets, sidewalks and curbing unless a particular specification has been waived by the City Commissioner of Public Works. The City shall accept ownership and maintenance of all such streets, sidewalks and curbing provided they have been constructed, repaired or restored in accordance with the technical specifications of the City Commissioner of Public Works.

Section 2.4.2 Area amenities

The additional mitigation measures set forth on Exhibit A which are undertaken, designed, constructed and/or installed by the County and are located on property owned by the City, SIDA, SURA, the School District or by a City-related entity shall be designed, constructed and/or installed in accordance with reasonable standards approved by the City Engineer. Upon the County's completion of each such mitigation measure, including, but not limited to, playground equipment within Frazer Park, fencing, planting, seeding and landscaping, tennis courts, athletic fields and playgrounds at Fowler High School, improvements to other School District athletic fields and such other improvements and mitigation measures undertaken, designed, constructed and/or installed by the County, the City shall accept ownership and maintenance of each such improvement provided that such improvements have been constructed and installed in accordance with the City Engineer's reasonable standards.

Section 2.4.3 Copper water pipes

Pursuant to Exhibit A, as part of the Harbor Brook Project (Upper Basin) and to mitigate the impacts of conveyance construction, the County will install, at a cost not to exceed $150,000.00, copper pipes as a replacement for designated lead and galvanized water pipes currently located within public rights-of-way on the designated portions of the following streets: Herriman Street - between Grand Avenue and Hartson Street; Hartson Street—between Herriman Street and Holden Street; Holden Street—between Harbor Brook and Rowland Street; Rowland Street between Holden Street and the Harbor Brook Retention Basin; Lydell Street—between Harbor Brook and Hartson Street; Hoefler Street—between Harbor Brook and Hartson Street. The City Commissioner of Water shall provide to the County technical specifications setting forth reasonable standards for the replacement of lead or galvanized pipes, which the County shall incorporate into its final plans, specifications and bid documents. The County shall require its contractor(s) to comply with each of the City Commissioner of Water's reasonable technical specifications unless a specification is waived by the City Commissioner of Water. The City shall accept ownership and maintenance of all such copper pipes so constructed provided that the construction shall be in accordance with technical specifications of the City Commissioner of Water.

Section 3 ACJ project property transfers

Section 3.1 Transfer of properties

Simultaneous with the execution of this Agreement, the City, SURA SIDA, and the School District shall promptly execute and deliver quit claim deeds transferring to the County all of their respective interests in the properties listed below, which are more specifically described in Exhibits B-1 to B-24 and C and Sections 2.2.4 and 3.2.2, which the County requires to complete the ACJ Projects, for the sum set opposite each property which, except for B-2 and C, constitutes its appraised value as determined by Pomeroy Appraisal Associates, an independent third-party appraiser.
 

CLINTON PROJECT: Property Acquisition Authorized by County Resolution No. 143-2006
Owner	Address	Map# Parcel#	Exhibit	Amount
City of Syracuse	102 Dickerson St (fee acquisition) (temp easement) (perm easement)	C-10 Par 23, 24, 25, 30	B-1	$ $1,460,017 $ 230,345 $ 237,983 $1,928,345
City of Syracuse	Onondaga Creek (perm easement) (temp easement)	C-10 Par 26, 27, 28, 29	B-1	$ 6,200 5,155 $11,355
Syr Industrial Development Agency	333-35 W Fayette St (temp easement) (perm easement)	C-1 Par 1, 2, 3	B-2	Sum waived per Sec. 2.2.4 & 3.2.2
City of Syracuse	Onondaga Creek (perm easement) (temp easement)	C-9, Par 19, 20, 21 & 22	B-3	$ 1,500 100 $1,600
John M. Butler	221 Walton St & Onon Creek, 320 W Jefferson St & Onondaga Creek (temp easement) (perm easement)	C-2, Par 4, 5, 6 & 7	C	Sum waived per Sec. 2.2.4 & 3.2.2

Section 3.2 Payment for the property transfers

Simultaneous with the execution of this Agreement, provided the City, School District, SIDA and/or SURA, as the case may be, transfers to the County the property interests set forth in Exhibits B-1 to B-24 and C and Sections 2.2.4 and 3.1 above, the County shall pay compensation as follows:

Section 3.2.1 Compensation for the Trolley Lot

The County shall pay to the City the total sum of $1,939,700 as compensation for the property interests described in Exhibit A-1 for the properties located at 102 Dickerson Street ($1,928,345) (AKA Trolley Lot) and at Onondaga Creek ($11,355), which includes compensation for all fee takings and for permanent and temporary easements as described in the appraisal report prepared by Pomeroy Appraisal Associates dated June 8, 2006 and in County Resolution No. 143-2006.

Section 3.2.2 Compensation to the City and city-related entities

As provided in County Resolution Nos. 143-2006, 209-2006, 183-2006, 184-2006 and 91-2007, the County shall pay to each respective owner of the property interests set forth in Section 3.1 of this Agreement and Exhibits B-3 to B-24, a sum equal to the total appraised value of the listed property owned by each owner as determined by Pomeroy Appraisal Associates. The City will use its best efforts to cause the Syracuse Model Neighborhood Corporation to transfer to the County the easement described in Exhibit B-13 for $300, its appraised value as determined by Pomeroy Appraisal Associates. The City shall transfer or cause to be transferred to the County easements for the Fayette-Jefferson Conveyances referenced in Section 2.2.4 and described in Exhibits B-2 and C (provided the City obtains an interest in the property described in Exhibit C) at no cost to the County. SIDA shall grant an easement in any of its property interests referenced in Exhibit B-2 and Section 2.2.4 at no cost to the County. With respect to any easements referenced in Section 2.2.4 and Exhibits B-2 and C in property owned by the DOT, the City shall use it best efforts to cause the DOT to transfer such easement(s) to the County for $1.00.

Section 3.3 Payment for federal litigation properties

Simultaneous with the execution of this Agreement, the County shall comply with the Final Judgment entered January 5, 2004 in the Federal Litigation by paying compensation to the City and SURA pursuant to the Final Judgment for the properties acquired for the Midland Project.

Section 3.4 Future property transfers

Section 3.4.1 Property needed for the ACJ projects

In addition to the property transfers referenced in Section 3.1 above, Exhibits B-1 to B-24 and C and in the Federal Litigation, the City, SIDA, SURA and School District agree to transfer to the County any and all of their respective property interests located within the immediate area of the property transfers set forth above and determined by the County, before completion of construction of each ACJ Project, to be required to implement, to the minimum extent necessary, modifications in the construction/design/maintenance and operation plans for the ACJ Projects in exchange for a payment equal to their fair market value as determined by Pomeroy Appraisal Associates. Nothing herein shall require SIDA to transfer or cause to be transferred interest of any beneficial owner in any property of which SIDA has a nominal or leasehold interest. The City also will use its best efforts to cause the transfer of all such required property interests owned by any City-related entity not a party to this Agreement for a sum equal to the fair market value of the property interests as determined by Pomeroy Appraisal Associates.

Section 3.4.2 Expedited access

The City, SIDA, SURA and the School District shall provide expedited access to, and/or shall expeditiously transfer title to, all property interests set forth in this Agreement as determined by the County to be required to construct, maintain and operate each ACJ Project. The City will use its best efforts to cause all City-related entities not a party to this Agreement to provide expedited access to, and/or to expeditiously transfer title to, their respective property interests required by the County for any ACJ Project.

Section 4 Construction cooperation and timeliness

Section 4.1 Permits and approvals

Provided the County timely advises the City of its ACJ milestone dates and submits to the City all applications and documents routinely required for City permits and other approvals (the "Applications"), the City will process and review all of the Applications for the ACJ Projects on a timely, high priority basis in accordance with applicable laws, rules and regulations so that the County can meet its ACJ milestones dates. The City shall not unreasonably deny or delay any of the Applications.

Section 4.2 Cooperative obligations and efforts

The Parties shall work in good faith with each other on any aspect of the ACJ Projects that requires coordination of effort. The parties understand that during the term of this Agreement opportunities may exist for cooperative projects ("Cooperative Projects"), in addition to the Fayette-Jefferson Creekwalk and Fayette-Jefferson Conveyances referenced in Section 2.2. The parties shall work in good faith with each other to undertake these Cooperative Projects; provided, however, the County shall not be required to participate in or undertake any such Cooperative Project if the County Executive reasonably determines that such Cooperative Project would unreasonably delay or prevent the County from meeting any ACJ milestone date.

Section 4.3 Future flexibility

Notwithstanding any provision of this Agreement, the City, at its sole cost and expense, may develop a plan and/or technology which is an alternative to the plans and/or technology of one or more of the ACJ Projects ("City Plan") and submit same to DEC, for its review and consideration, provided such City Plan (1) conforms with the requirements of the ACJ, including approvals and milestone dates; (2) exceeds the water quality standards which are expected to be achieved by the Impacted ACJ Projects; (3) would be cost-effective;(4) would provide the least disruptive impacts to the area served by the Impacted ACJ Project; and (5) if approved for implementation, the City shall pay (a) the costs of implementation of the City Plan to the extent such costs exceed the cost of implementation of the impacted ACJ Project; (b) to the extent not subsumed under Section 4.3 (5)(a), any delay costs and expenses associated with implementation of the City Plan, including any ACJ stipulated penalties; and (c) reimbursement for all costs incurred by the County to date in the development or implementation of the impacted ACJ Project to the extent the work involved in such costs can not be used in the implementation of the City Plan. For the purposes of this Section 4.3, the term "Impacted ACJ Project" shall mean any one of the ACJ Projects as defined in this Intermunicipal Agreement which is substituted by the City Plan. Submission of the City Plan to the DEC shall be upon notice to all persons/entities requiring notice pursuant to paragraph 52 of the ACJ.

Section 5 Discontinuance of pending litigation

Section 5.1 General

Upon execution of this Agreement, and compliance with Sections 3.1, 3.2, 3.3, the parties shall execute the attached stipulations of discontinuance, attached as Exhibits E1 to E6, discontinuing the Pending Litigation as provided in Sections 5.2 and 5.3 of this Agreement.

Section 5.2 Federal litigation

Subject to Sections 3.3 and 5.1 of this Agreement, the City, County and SURA shall file a stipulation of discontinuance in the Federal Litigation with the United States Court of Appeals for the Second Circuit and the United States District Court for the Northern District of New York in the form attached as Exhibits E1 and E2, and shall inform the Second Circuit that the parties have settled the Federal Litigation and shall request the Second Circuit to advise the New York Court of Appeals of its withdrawal of the certified questions (Exhibit F). The discontinuance of the Federal Litigation and withdrawal of the certified questions shall be without prejudice to the City's, SURA's and County's respective legal positions in the litigation (i.e., no claim or issue preclusion relating to the parties' positions in the Federal Litigation, including but not limited to, the November 20, 2002 Decision and Order of Hon. Thomas J. McAvoy in the Federal Litigation). Notwithstanding the foregoing, in any future litigation between the City and County, the County may cite Judge McAvoy's November 20,2002 Decision and Order as precedent, but may not argue that it has preclusive effect).

Section 5.3 New York State litigation

Subject to Sections 3.2 and 5.1 of this Agreement, regarding the State Litigation, the City, County, SIDA and the School District shall notify the Appellate Division, Fourth Department that the parties have settled the State Litigation, shall file with that Court the Stipulations of Discontinuance in the form attached as Exhibits E3 to E6 and shall request dismissal of the State Litigation without prejudice to the parties' respective legal positions in those proceedings (i.e., no claim or issue preclusion relating to the parties' positions, including but not limited to, the November 20, 2002 Decision and Order of Hon. Thomas J. McAvoy in the Federal Litigation). Notwithstanding the foregoing, in any future litigation between the City and County, the County may cite Judge McAvoy's November 20, 2002 Decision and Order as precedent, but may not argue that it has preclusive effect.

Section 5.4 Covenant not to sue during the agreement term

During the term of this Agreement, the City, SIDA, SURA and the School District covenant not to sue, and shall forbear from bringing any action, suit, proceeding or claim against the County that will hinder the County's ability to implement the ACJ on the timeline mandated by the ACJ, except as necessary to enforce this Agreement and except as provided in section 5.7 below; provided, however, that this covenant not to sue shall not preclude the City from asserting any claim against the County by action, suit, proceeding, counterclaim or otherwise in the event the County commences an action, suit, proceeding or claim against the City, other than an action, suit, proceeding or claim to enforce this Agreement; and notwithstanding the foregoing, the City shall not assert any claim for injunctive relief under any circumstance.

Section 5.5 Cooperation on future ACJ project litigation and allocation of defense costs

In the event of any action or proceeding against (a) the City, or (b) the City and County, or (c) the County, in which case the City, at the County's request, will move to intervene to join the County's defense, with respect to any ACJ Project and/or any mitigation measure provided for under this Agreement, and, subject to full cooperation by the City, the County, at its cost, (1) will pay for the City's defense of any action or proceeding with counsel jointly selected by the County and City; and (2) will indemnify the City against all costs, expenses and judgments arising out of, or related to, any such action or proceeding.

Section 5.6 Release

Upon the City's execution of this Agreement and stipulations of discontinuance attached as Exhibits E1 to E6 and the City's transfer to the County of title to all properties subject to the Pending Litigation and that have been identified by the County in Section 3 herein and Exhibits B-1 to B-24 and C of this Agreement (provided the City or SIDA obtains an interest in the property described in Exhibit C), the County will withdraw its Notices of Intent to Sue the City under §505 of the Clean Water Act ("CWA") with prejudice by mailing a letter in the form attached as Exhibit G to the United States Environmental Protection Agency and the DEC and will execute a general release, in the form attached as Exhibit H, releasing the City from any and all actions, suits, claims and liabilities with respect to the ACJ Projects, except as necessary to enforce this Agreement and except as provided in Section 5.7 below.

Section 5.7 Preservation of rights

Notwithstanding anything to the contrary contained in the preceding paragraphs, each party shall be entitled to pursue claims, including, but not limited to, claims under the CWA, against the other in the event the other party breaches the terms of this Agreement.

Section 5.8 Agreement regarding settlement

The parties have entered into this Agreement, to resolve the Pending Litigation and the Clean Water Act Claims without further, protracted and costly proceedings. The provisions of this Agreement are not an admission of liability, fault or fact that may be asserted by any party against another party or by any person or entity not a party to the Pending Litigation or the Clean Water Act Claims against any party thereto. In entering this Agreement, the City, SURA, SIDA and the School District make no representations regarding, and do not assume any responsibility for, any of the methods, technologies, designs and plans used by the County with respect to the ACJ Projects, and the County makes no representations regarding, and does not assume any responsibility for, any of the Parking Mitigation pursuant to Section 2.1 or Community Developed Mitigation Measures pursuant to Section 2.3 and the implementation thereof; provided, however, nothing herein shall be construed to relieve either party of any obligation under applicable law or under the provisions of this Agreement.

Section 6 County responsibility for the ACJ projects

Section 6.1 Scheduling

The County shall advise the City Engineer of the schedule for the design and construction of each ACJ Project as soon as it is developed by the County.

Section 6.2 Supervision and compliance

With respect to property owned by the City, SIDA, SURA, School District or City-related entity, the County shall supervise the construction of all ACJ Projects and mitigation measures, or cause such construction to be supervised, to assure that the proposed ACJ Projects and mitigation measures will be constructed in accordance with this Agreement and with the final approved plans and specifications, as the same may be amended from time to time in a safe, efficient and workmanlike fashion. The County shall be responsible for, or cause its contractors to be responsible for, the implementation of Maintenance and Protection of Traffic Plans, for obtaining all necessary approvals or permits for the ACJ Projects from the applicable City department or division, and for compliance with the terms and conditions of the City's street cut permits and all other City facilities and public utilities permits and approvals. "Mitigation measures" as used herein, shall exclusively refer to those mitigation measures undertaken, designed, constructed and/or installed by the County and shall not include mitigation measures undertaken by others, including but not limited to Clinton Parking Mitigation and Community Developed Mitigation Measures.

Section 6.3 County obligations with respect to water mains or service laterals

In the event that the County encounters a City water main or service lateral during the construction, operation and maintenance of the ACJ Projects, the County:

(a) shall coordinate with the City's Water Department in regard to planning for existing and future water mains and service laterals, and the County and the City shall endeavor to prevent or minimize disruptions to service;

(b) shall sever and cap abandoned water services at the trench line at its expense, unless it is determined by the County, in consultation with the City's Water Department, that a particular abandoned water service has been substantially disturbed or is unable to be capped then it shall be capped at the water main (at the corporation valve) and the County will provide the City with locations of capped and abandoned services;

(c) shall provide the City's Commissioner of Water with all specifications related to water service removal, replacement, modification, or improvements, for the Commissioner of Water's review and approval prior to the issuance of the water service related bid or bid addendum;

(d) shall replace with copper pipes, all, if any, active water services having either lead or galvanized iron lines that are rendered unusable as a result of the construction of the ACJ Projects as reasonably determined by the City Commissioner of Water ("Determination"). Additionally, in all such cases, the active water service shall be replaced at the County's sole cost and expense from the water main beginning with a new corporation valve up to and including a new curb stop. If the service from the curb stop to the meter is rendered unusable as a result of the construction of the ACJ Projects, as reasonably determined by the City Commissioner of Water (also a "Determination"), the County or its contractor or agent will be responsible for replacement. The County shall make a digital photograph of each line and service uncovered during the construction and shall promptly provide the Commissioner of Water with a copy thereof and the Commissioner shall promptly notify the County of his Determination. In the event the County disagrees with any Determination of the City Water Commissioner under this subparagraph (d), the County shall direct its contractor to replace any unusable line and/or service as determined by the Commissioner. After the completion of such replacement, the County shall present to the Commissioner of Water and the Corporation Counsel a statement for the reasonable cost thereof, which the City shall pay within 90 days of receipt, subject to a reservation of rights to commence an action against the County (within six (6) years of any such replacement and without filing a Notice of Claim) to recover any and all monies paid to the County with respect to such replacement.

(e) shall itself cause its contractors to proceed in a manner consistent with the Water Department's rules and regulations, including, but not limited to, following all official directives of the Commissioner of Water or his authorized designee on all work involving City's water lines. It is further understood that failure to proceed as indicated above may result in suspension of the contractor's street cut permit, or such other penalties or actions that are specifically addressed by the Water Department's rules and regulations. The Commissioner of Water or his designee shall not unreasonably withhold any action, directive or determination; nor unreasonably impose or prolong any street cut permit suspension or such other penalties or actions as set forth herein;

(f) shall maintain and protect existing City water facilities in proximity to the construction of the ACJ Projects in accordance with practices reasonably acceptable to the Water Department. Surface facilities exposed by the ACJ Projects, such as valve boxes, curb boxes and hydrants shall, at the County's sole cost and expense, be reinstalled plumbed and cleared of debris regardless of their condition prior to exposure. The City's Water Department will provide valve boxes, curb boxes, hydrants, and like facilities when the City's Commissioner of Water deems them to be defective or obsolete. Removal of any water main or appurtenances to facilitate construction shall be allowed only with the approval of the Commissioner of Water or his designated representative, which approval shall not be unreasonably withheld. A plan setting forth the details of the actions and practices which will be employed in protecting and maintaining the water mains and appurtenances shall be prepared by the County or its designated representative or contractor and submitted to the Commissioner of Water for approval, which approval shall not be unreasonably withheld or delayed and shall be promptly provided as time is of the essence. Any disturbance of a water main or appurtenance by the County or its contractor shall be repaired and/or restored by the County, at its sole cost and expense, to the reasonable satisfaction of the Commissioner of Water;

(g) shall provide the City Engineer with plans indicating as-built conditions of the ACJ and any relocated water lines and/or other utilities affected by the construction with locations of all facilities appropriately referenced to monuments. The plans shall be submitted to the City Engineer for review and comment in regard to interests of concern to such City officials respectively. A professional engineer shall certify to the accuracy of the as-built drawings and attest to the fact that the improvements were constructed in conformity with the plans and specifications. Copies of as-built plans shall be provided to the City without costs as follows: two copies each of digital files in the most recent version of AutoCAD on compact disks, reproducible vellum and paper. The City Engineer may request copies of the files in an earlier version of AutoCAD compatible with the software used by the department and the County will provide same to the extent an earlier version of AutoCAD is within the County's possession. The County shall provide the City a certification from the project engineer that all work has been completed in accordance with approved plans and specifications and any approved change orders;

(h) shall include in its construction contract documents a requirement for the contractor to provide the City Engineer with a two (2) year warranty on materials and a performance bond for work performed herein that impacts City owned infrastructure, including but not limited to, such items as roads, sidewalks, streets, water lines; and

(i) shall in coordination with the City, provide information to the public in the ACJ Project area concerning the nature of the project and related construction activities, to advise of potential impacts. The City shall use good faith efforts to assist in providing such information.

Section 7 Notices and general provisions

Section 7.1 Approvals to be in writing

All approvals referred to in this Agreement shall be in writing.

Section 7.2 Notices

Any notice or other communication required or permitted hereunder shall be in writing, and shall be deemed to have been given upon receipt if and when delivered personally, mailed registered mail, return receipt requested, delivered by courier, or sent by facsimile, to the individuals listed below:
 
If to the County or to the Onondaga County Sanitary District to:

If to the City to:

If to SURA to:

If to SIDA to:

If to School District to:

Section 7.3 City-related entities

"City-related entities" include corporations, boards, agencies, associations, such as the Syracuse Model Neighborhood Corporation, and other entities related to the City by budget, funding, statute, ordinance, local law, appointment of board and/or officers by the Mayor and/or Common Council, or such similar control, relationship or legal connection.

Section 7.4 Headings

All Section headings in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any Section.

Section 7.5 Entire agreement

This Agreement constitutes the entire agreement among the parties and supersedes any prior agreement or understanding among them respecting the subject matter of this Agreement.

Section 7.6 Binding agreement

This Agreement shall be binding upon, and inure to the benefit of the parties hereto their successors, heirs, legatees, devisees, assigns, legal representatives, executors and administrators.

Section 7.7 Counterparts

This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all the parties hereto, even though all parties are not signatories to the original or the same counterpart. Any counterpart of this Agreement shall for all purposes be deemed a fully executed instrument.

Section 7.8 Governing law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflicts of law.

Section 7.9 No partnership intended

This Agreement is an Intermunicipal Agreement under Article 5-G of the General Municipal Law. The parties expressly do not intend hereby to form a partnership under either the New York Uniform Partnership Law or the New York Uniform Limited Partnership Law. The parties do not intend to be partners one to another or partners as to any third party.

Section 7.11 General interpretive principles

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) The terms defined in this Agreement include the plural as wells as the singular; and

(b) The term "include" or "including" shall mean without limitation by reason of enumeration.

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Susan Miller, Project Deputy Director
Phone 315-435-2260   Fax 315-435-5023
 Onondaga County Dept of Water Environment Protection