JOINT SEWER AGREEMENT

INTERMUNICIPAL WASTEWATER AGREEMENT

This Agreement is made this _____ day of December, 2003, by and between the VILLAGE OF CAYUGA HEIGHTS, Tompkins County, New York, TOWN OF DRYDEN, Tompkins County, New York, CITY OF ITHACA, Tompkins County, New York, the TOWN OF ITHACA, Tompkins County, New York, TOWN OF LANSING, Tompkins County, New York, and VILLAGE OF LANSING, Tompkins County, New York (hereafter collectively referred to as the “Parties”).

WHEREAS, the Village of Cayuga Heights constructed, owns and operates the Village of Cayuga Heights Wastewater Treatment Plant, located in the Village of Cayuga Heights, which serves its Village as well as certain areas in the Town of Dryden, Town of Ithaca, Town of Lansing and Village of Lansing; and

WHEREAS, pursuant to Article 5-G of the N.Y. General Municipal Law, the Town of Dryden, City of Ithaca and Town of Ithaca jointly constructed, own and operate the Ithaca Area Wastewater Treatment Facility, located in the City of Ithaca, which provides wastewater treatment services in certain areas in their respective jurisdictions; and

WHEREAS, the Village of Cayuga Heights Wastewater Treatment Plant operates at full capacity during certain parts of the year, and the Ithaca Area Wastewater Treatment Facility has excess capacity; and

WHEREAS, the Town of Lansing and Village of Lansing wish to obtain additional wastewater capacity, and the Town of Ithaca and Town of Dryden wish to utilize some of their excess capacity in the Ithaca Area Wastewater Treatment Facility instead of continuing to utilize capacity in the Village of Cayuga Heights Wastewater Treatment Plant; and

WHEREAS, the Town of Lansing wishes to take advantage of grant funding for sewer infrastructure which it has been awarded under the New York State Clean Water/Clean Air Bond Act, and this Agreement will facilitate its ability to access those funds; and

WHEREAS, the Parties wish to provide wastewater services to their respective communities and meet their wastewater discharge permit requirements in the most efficient manner; and

WHEREAS, the respective legislative bodies of the Parties have determined that joint actions and cooperation among the Parties to meet their respective needs are in their best interests, will benefit their respective citizens, and will help protect the water quality of Cayuga Lake, and such legislative bodies having authorized their respective Mayors and Supervisors to sign this Agreement;

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein, the Parties agree as follows.

1. Definitions. These words and phrases shall have the following meanings:

A. Agreement. This Intermunicipal Wastewater Agreement.

B. Effective date of this Agreement. The date on which this Agreement is fully executed by all of the Parties.

C. Consent of a Party or Parties. Whenever consent of a Party is required under this Agreement, a majority vote of the full possible voting strength of the Party’s governing body shall be necessary for that Party to give its consent. Whenever this Agreement requires the consent of the Parties, all of the Parties must give their consent before the proposed action can be undertaken.

D. Flow meter. A device that measures the flow rate and volume of sanitary sewage and provides a record of the flow data on a continuous basis.

E. IAWTF. The Ithaca Area Wastewater Treatment Facility, which is located in the City of Ithaca and is jointly owned and operated by the Town of Dryden, City of Ithaca, and Town of Ithaca.

F. IAWTF permit holders. Those municipalities that are or will be listed on the IAWTF’s SPDES permit (the Town of Dryden, City of Ithaca, and Town of Ithaca).

G. Metrics. Measurements of system performance that form a basis for management decisions and actions.

H. O&M. Operation and maintenance.

I. Party or Parties. “Party” means one of the municipalities signing this Agreement. “Parties” means the six municipalities who are signing this Agreement, collectively.

J. Service area. Those areas within the Parties’ jurisdictions that are delineated as such on the map annexed to this Agreement as Exhibit A.

K. SPDES permit. State Pollutant Discharge Elimination System Permit issued by the New York State Department of Environmental Conservation.

L. Treatment Facilities. The wastewater treatment plants located in the Village of Cayuga Heights and City of Ithaca, together with related jointly used equipment, interceptors and facilities, regardless of where such are located. “Treatment Facility” shall refer to either of these wastewater treatment plants, together with related jointly used equipment, interceptors and facilities serving that plant, regardless of where such are located.

M. VCHWTP. The Village of Cayuga Heights Wastewater Treatment Plant located in the Village of Cayuga Heights.

2. The service areas for the VCHWTP and IAWTF are hereby changed to be coterminous and are shown on Exhibit A. Any future changes to the service areas may be made only upon the written consent of all of the Parties.

3. Pursuant to a separate agreement or agreements by the IAWTF permit holders and one or more of the other Parties, the IAWTF shall accept flows from areas that, prior to the effective date of this Agreement, were served by the VCHWTP or were not served by public sewers.

4. The Village of Cayuga Heights shall enter into a separate agreement or agreements with the Town of Lansing and the Village of Lansing regarding the acceptance of flows from those two parties at the VCHWTP.

5. Two or more of the Parties may enter into separate agreements that provide for the use of jointly owned interceptors to collect and convey previously separate flows.

6. The Parties agree to utilize the concept of “equivalent flows” in the separate agreements referenced in paragraphs 3 through 5 above so that the Parties can collect and treat flows in the most efficient manner. The concept of “equivalent flows” means a Party’s flows may be treated at one Treatment Facility, and to make room for those flows, flows from another Party or Parties may be diverted to the other Treatment Facility. As a consequence, the first Party may be required to (i) use or purchase capacity and/or pay for treatment of the diverted wastewater at the Treatment Facility receiving the diverted flows, even though the flows came from another Party or Parties; and/or (ii) use or purchase capacity and/or pay for the transmission of the diverted wastewater through a jointly owned interceptor even though the flows came from another Party or Parties.

7. The Parties shall develop metrics to measure flows from each Party to each of the Treatment Facilities. The Parties shall utilize flow meters, master water service meter readings and other appropriate information to determine each Party’s flows to each Treatment Facility.

8. Each Treatment Facility will set its own O&M rate for each of the Parties it serves. The O&M rates shall include an economic incentive to reduce inflow and infiltration. The Treatment Facilities will adjust the O&M rates periodically to account for collection system improvements made by one or more Parties that reduce infiltration and inflow.

9. Treatment Facility capital projects receiving New York State Clean Water/Clean Air Bond Act funding are: VCHWTP Improvements; VCHWTP Filtration (Phosphorus Removal); IAWTF Improvements (Plant Re-Rating); and IAWTF Filtration (Phosphorus Removal). The local share for each of these capital projects shall be allocated among the users of the Treatment Facility where the project has been or will be undertaken, based on the users’ percentages of ownership at that facility.

10. The governance of the two Treatment Facilities will not change on the effective date of this Agreement.

11. The Parties will create a committee to help coordinate and synchronize operations between the two Treatment Facilities, help plan for system improvements that benefit the Parties, and assist the Parties in the efficient provision of wastewater treatment services.

12. The Parties will adopt and maintain common pretreatment standards throughout the two Treatment Facilities’ Service Areas. After adoption of the common pretreatment standards, any changes to the standards can be made only upon consent of all the owners of the Treatment Facilities. Any municipality that physically discharges into the IAWTF and is not an IAWTF permit holder shall enter into a multijurisdictional agreement with the IAWTF permit holders to assign responsibility for pretreatment program implementation and enforcement in that municipality.

13. This Agreement shall continue in force until May 15, 2026, which is forty (40) years after the original bonds were issued for the Treatment Facility located in the City of Ithaca. Upon the expiration of the original term, this Agreement may be renewed for additional terms of at least five (5) years each upon the written consent of all the Parties.

14. If a Party wishes to terminate its participation in the Agreement during a renewal term, it must give at least four (4) years’ written notice to the other Parties, and such notice shall contain the reason for such termination.

15. This Agreement constitutes the entire Agreement of the Parties. It may be amended only by the written consent of all of the Parties, with each Party executing and acknowledging the document containing the amendment through its duly authorized representative.

16. This Agreement shall be governed by the laws of the State of New York.

17. Each Party represents and warrants that (a) this Agreement has been presented to its governing body; (b) its governing body has approved this Agreement by a majority vote of the full possible voting strength of that governing body; and (c) if required, all steps by way of public hearings and/or referendum or otherwise have been taken by the time of execution of this Agreement. Resolutions of each governing body approving this Agreement are attached to this Agreement as Exhibit B.

18. No Party may assign or transfer its rights and interests in this Agreement to another entity without the prior written consent of all of the other Parties. Notwithstanding the foregoing, if one or more Parties dissolve into, merge with, or wholly annex another Party or Parties, the Party remaining after the dissolution, merger or annexation, or the new merged municipality, as the case may be, shall retain all of the rights and interests in this Agreement that were held by the involved Parties immediately prior to the dissolution, merger or annexation.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers and sealed with their corporate seals on the day(s) and year set forth below.

VILLAGE OF CAYUGA HEIGHTS