Board of Selectman Regular Meeting Materials (linked)

FIFTEEN ROPE FERRY ROAD WATERFORD, CT 06385
August 25, 2022
Mr. Rob Brule, First Selectman
Town of Waterford Town Hall
15 Rope Ferry Road
Waterford, CT 06385
Dear Mr. Brule,
At the July 12, 2022 Waterford Utility Commission meeting, the commission acted to recommend the
adoption of the new Waterford/East Lyme Wastewater Collection and Conveyance Agreement to be
accepted by the Board of Selectmen and the RTM.
This agreement memorializes the terms of wastewater conveyance from the Town of East Lyme into
Waterford’s collection system for the next 30 years.
Attached please find the aforementioned agreement for your consideration.
James A. Bartelli, Interim Director
Utility Commission
Ce: Utility Commission

Appendix A
Capital Accounts

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Appendix B
Waterford’s Shared Collection and
Conveyance System

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Appendix C
New London / Old Lyme Beaches Agreement

OLD LYME BEACH ASSOCIATIONS /
NEW LONDON.
THIS AGREBMENT, made and entered this ay day of Pyare , 2018 by and between
the City of New London, Connecticut, a municipal corporation, with its principal place of
business at 181 State Street, New London, Connecticut, 06320, acting through its City Council
and Water & Water Pollution Control Authority (both hereinafter referred to as the CITY), and
The Miami Beach Association and The Miami Beach Association Water Pollution Control
Authority, each located in the Town of Old Lyme, Connecticut (callectively, “Miami Beach”);
Old Lyme Shores Beach Association and The Old Lyme Shores Beach Association Water
Pollution Control Authority, each located in the Town of Old Lyme, Connecticut (collectively,
“Old Lyme Shores"); and The Old Colony Beach Club Association and The Old Colony Beach
Club Association Water Pollution Control Authority, each located in Old Lyme, Connecticut
(collectively “Old Colony”) (Miami Beach, Old Lyme Shores and Old Colony are sometimes
individually referred to herein as a “BEACH ASSOCIATION” or are collectively referred to
herein as the “BEACH ASSOCIATIONS’).
WHEREAS, the CITY owns and operates a water supply, treatment, and distribution
system, and a wastewater collection, treatment, and discharge system that serves the City of New
London, as well as all or part of the Towns of East Lyme and Waterford in Connecticut
(hereinafter referred to as the "Systems").
WHEREAS, the CITY and BEACH ASSOCIATIONS have the authority under the laws
of the State of Connecticut (the "State") and desire to enter inte a contract for the CITY to
provide sewage treatment for the BEACH ASSOCIATIONS,
NOW THEREFORE, in consideration of the mutual agreaments herein contained, and
subject to the terms and conditions herein stated, the parties agree as follows:
10 PURPOSE
During the term of this Agreement, the CITY agrees to provide sewage treatment for the
BEACH ASSOCIATIONS pursuant to the terms and conditions of this Agreement.
2.0 SCOPE OF SERVICES
The scope of services to be provided by the CITY under this Agreement shall be to
perform all services required for the BEACH ASSOCIATIONS’ sewage pursuant to the
terms of this Agreement and all interfocel and tri-town agreements now in force, and as
hereinafter amended, affecting the operation of the Systems, The CITY warrants that the
sewage treatment services provided herein shall comply with all applicable local, State
and federal laws and requirements.
2.1 Daily Flow Rate
The CITY agrees to provide a maxitaum of one hundred and twenty thousand (120,000)
gallons per day of sewage treatment pursuant to this Agreement. The BEACH
ASSOCIATIONS reserve the right to purchase up to an additional 180,000 gallons per
day capacity (gpd) in increments of 1,000 with a 25,000 gpd minumum.

22
23
2.4
Treatment Cost
‘The parties agree that the treatment cost pursuant to this Agreement shail be varieble and
based on actual audited costs associated with operation and administration of the
wastewater treatment facility to be billed twice yearly. Said treatment cost shail be
variable and calculated as it is for all other member communities. Late fees in the amount
of one and one-half percent (1.5%) per month shall be incurred for each month that the
BEACH ASSOCIATIONS fail to pay the billed treatment cost. The current rate at the
time of the signing of this Agreement is $2.20/1000 gallons of sewage processed. It is
understood by the parties that this rate may be adjusted either upward or downward based
on the calculation, rates and costs in effect at the time flow actually commences. Bi
annual billing shall be calculated in the sama manner as other member communities in
terms of content and timeframe. BEACH ASSOCIATIONS members shall be jointly and
severally liable for payment of the treatment cost. The Old Colony Beach Association
will receive the bill and will be responsible for coordinating payment to CITY and for
obtaining payment from the other BEACH ASSOCIATIONS for their share,
Tnitial Connection Costs
The BEACH ASSOCIATIONS agree to the connection fee in the amount of one million
four hundred and forty thousand dollars ($1,440,000.00) ($1,450,000 less the eamest
money of $10,000 previously paid) to be paid over twenty years plus a two percent (2%)
interest to be compounded yearly, said payments to be made on a biannual basis billed
along with treatment costs, Late fees in the amount of one and one-half percent (1.5%)
per month shall be incurred for each month that the BEACH ASSOCIATIONS fail to pay
the initial connection costs. This fee is for the initial capacity of 120,000 galfons per day.
Construction of project shall commence within 18 months of the signing of the
agreement. Every effort shall be made by the BEACH ASSOCIATIONS to expedite the
process. Payments under this section shall commence September 1, 2023 or at the
boginning of flow from the BEACH ASSOCIATIONS whichever comes first. BEACH
ASSOCIATIONS members shail be jointly and severally liable for payment of the initial
connections costs. The Old Colony Beach Association will be responsible for
coordinating payment to CITY and for obtaining payment from the other BEACH
ASSOCIATIONS for their share. New London agrees to enter into negotiations to extend
the start date for payments under paragraph 2.3 in the event that the project has been
delayed through no fault of the Beach Associations such that flow will not commence by
September 1, 2023.
Plant Capital Expenses
The BEACH ASSOCIATIONS agree to pay one and two-tenths percent (1.2%) of the
annual plant capital expenses associated with the 120,000 gallon per day capacity payable
on biannual basis along with treahsient costs; said payment is due thirty days after billing
to the BEACH ASSOCIATIONS. BEACH ASSOCIATIONS members shall be jointly
and severally liable for payment of the plant capital expenses. The Old Colony Beach
2

25
2.7
2.8
3.0
Association will receive the bill and will be responsible for coordinating payment to
CITY and for obtaining payment from the other BEACH ASSOCIATIONS for their
share. The percent of capital expenses will increase accordingly with additional capacity
purchased in the future, Interest will accrue at a rate of one and one-half percent (1.5%)
per month for each and every month that the plant capital expense payment is not made.
No capital expenses shall be charged to BEACH ASSOCIATIONS by reason of any
capacity expansion by CITY.
Capacity Reservation Option
The parties agree that the BEACH ASSOCIATIONS will have an option to reserve an
additional one hundred and eighty thousand (180,000) gallons per day of flow. Said
reservation option is intended to provide additional capacity for future needs. The buy-in
for additional capacity is to be purchased in increments of 1,000 with a minimum of
25,000 gpd and shall be calculated utilizing the same formula as the initial buy-in and
shall be payable as follows: (a) For the first through fifth years of the Agreement, there
shall be a cost of zero dollars ($0.00). (b) For years six through ten of the option, there
shall be a one-time fee in the amount of five thousand dollars ($5,000.00) payable within
thirty days after the BEACH ASSOCIATIONS have exercised the option to continue
with the option. (c) For years eleven through fifteen, there shall be a one-time fee in the
amount of ten thousand dollars ($10,000.00) payable within thirty days after the BEACH
ASSOCIATIONS have exercised the option to continue with the option. (d) For years
sixteen through twenty, there shall be a one-time fee in the amount of fifteen thousand
dollars ($15,000.00) payable within thirty (30) days after the BEACH ASSOCIATIONS
have exercised the option to continue with the option
Source of Sewage
The sewage sent for processing shail be generated solely from the BEACH
ASSOCIATIONS communities and from no other source. Any extension of this
agreement to additional communities is subject to mutual consent of both parties. The
parties agree to not unreasonably deny requests to add additional communities. Sewage
shall be domestic only and have parameters based upon typical values of domestic
sewage. Atypical sewage is not covered by this Agreement.
Electronte Flow Signal
The BEACH ASSOCIATIONS shail provide an electronic flow signal to the New
London WWTE as part of the overall project. The meter utilized for flow measurement
shall be calibrated bi-annually and paid for by the BEACH ASSOCIATIONS.
Calibration data shali be submitted within 30 days of calibration.
TERM AND TERMINATION

31
Term
Services by the BEACH ASSOCIATIONS under this Agreement shall commence on the
day that the BEACH ASSOCIATIONS? flow commences and end twenty (20) years from
such a date (the "Initial Term"), unless this Agreement is terminated as provided herein,
The Right to maintain capacity purchased in the facility is not limited by the 20 year time
frame as long as all payments are made under paragraph 2.3. The Right to maintain
Treatment associated with waste generated by the BEACH ASSOCIATIONS is not
limited by the 20 year time frame. Treatment costs are variable and covered under
Section 2,2 of this agreement. In the event BEACH ASSOCIATIONS have not utilized
any capacity by September 1, 2023, this agreement shall terminate absent an agreament
pursuant to paragraph 2.3.
3.2 Termination
40
This Agreement may be terminated for breach or default (collectively, "breach", but only
if (@) the breach is a material one; (ii) the party claimed to have committed the breach
received written notice of such breach given in accordance with Section 5.9 of this
Agreement ("Notices"), which notice shall state with reasonable specificity the breach
complained of and which shalt state that the claimed breach is of such nature that it, in
the opinion of the non-breaching party, would give the non-breaching party a right to
terminate this Agreement unless the breach is cured as set forth below; and (fii) that party
claimed to have breached shall have neither cured the breach within a reasonable time,
but in any event within not more than thirty (30) days from the date of its receipt of
written notice of breach or, with respect to a breach which cannot be cured with said
period, shall have failed to take within said period reasonable steps to cure same and
diligently continued to prosecute such cure. If the breach has been cured within said
period, or reasonable ateps to cure same commenced within said period and diligently
prosecuted, the same shall not constitute cause for the termination of this Agreement. It is
expressly understood and agreed that the notice required and the right to cure afforded by
this provision shall apply to each ard every obligation of the parties under the
Agreement, whether the obligation is a general or specific one.
For the purpose of this subsection ~ and subsection 3.3 only, all signatories to this
Agreement agree that the term “CITY,” for the purpose of termination of the Agreement,
shall be @ majority vote of the City Council of New London. The City Council of New
London shall first obtain a recommendation from the Water and Water Poliution Control
Authority regarding any proposed termination. It is specifically agreed that any vote of
the Water and Water Pollution Control Authority concerning tennination shall be
advisory only.
RISK MANAGEMENT AND DISPUTE RESOLUTION

44
42
Indemnification
With respect to any and ali claims against the CITY, BEACH ASSOCIATIONS agrees to
indemnify and save harmless the CITY and each of its elected or appointed officers,
amployees and agents from and with respect to any claims, demands, suits, liabilities or
obligations (whether brought by private parties or governmental agencies) for any and ail
loss, including but not limited to death, bodily injury, property damage, natural resource
damage or any other injury or damage arising out of, or relating to, the services provided
by BEACH ASSOCIATIONS which may be made against the CITY arising by reason of,
or in connection with, any alleged negligent act or omission, any reckless or willful
misconduct or any breach of this Agreement by BEACH ASSOCIATIONS or any person
claiming under, by or through BRACH ASSOCIATIONS and if it becomes necessary for
the CITY to defend any action seeking to impose any such liability BEACH
ASSOCIATIONS will pay the CITY any sums which the CITY may be called upon to
pay by reason of the entry of the judgment against the CITY and the litigation in which
such claim is asserted.
With respect to any and all claims against the BEACH ASSOCIATIONS, the CITY
agrees to indemnify and save harmless the BEACH ASSOCIATIONS and each of its
elected or appointed officers, employees and agents from and with respect to any claims,
demands, suits, liabilities or obligations (whether brought by private parties or
governmental agencies) for any and all loss, including but net limited to death, bodily
injury, property damage, natural resource damage or any other injury or damage arising
out of, or relating to, the services provided by the CIT'Y which may be made against the
BEACH ASSOCIATIONS arising by reason of, or in connection with, any alleged
negligent act or omission, any reckless or willful misconduct or any breach of this
Agreement by the CITY or any person claiming under, by or through the CITY and if it
becomes necessary for the BEACH ASSOCIATIONS to defend any action seeking to
impose any such liability CITY will pay the BRACH ASSOCIATIONS any sums which
the BEACH ASSOCIATIONS may be called upon to pay by reason of the entry of the
judgment against the BEACH ASSOCIATIONS and the litigation in which such claim is
asserted,
Dispute Resolution
It is the express intention of the parties that all legal proceedings related to this
Agreement or to any rights or any relationship between the parties arising therefrom shall
be solely and exclusively initiated and maintained in the Superior Court for the Judicial
District for New London at New London, Connecticut. The BEACH ASSOCIATIONS
and the CITY each irrevocably consents to the jurisdiction of such court in any such
actions or proceedings, waives any objection it may have to the laying of the jurisdiction
of any such action or proceeding, It shall be a condition precedent to initiating an action
in the Superior Court that the parties have engaged in non-binding mediation.
BEACH ASSOCIATIONS AND CITY HEREBY EXPRESSLY WAIVES ANY AND

5.0
$4
5.2
5.3
5.4
ALL RIGHTS THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (2) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE; AND BEACH ASSOCIATIONS AND
CITY HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND EITHER PARTY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE PARTIES’ CONSENT TO THE WAIVER OF ITS
RIGHT TO TRIAL BY JURY
MISCELLANEOUS
Entire Agreement aud Amendments
This Agreement contains the entire agreement between the CITY and BEACH
ASSOCIATIONS and supersedes all prior or contemporaneous communications,
representations, understandings, or agreements; all of which are merged herein. This
Agreement may be modified only by written amendment signed by both parties.
Headings and Exhibits
The headings contained in this Agreement are for reference only and shall not in any way
effect the meaning or interpretation of this Agreement; all of which are merged in this
Agreement, The Exhibits to this Agreement shall be construed as an integral part of this
Agreement.
Waiver
The Failure on the part of either party to enforce its rights as to any provision of this
Agreement shall not be construed as a waiver of its rights to enforce such provisions in
the future,
Assigument
This Agreement shall not be assigned by either party without the prior written consent of
the other party.

55
5.6
8.7
5.8
5.9
Access and Inspection by CITY
The CITY shall have the right to inspect the BEACH ASSOCIATIONS’ Systems and
equipment at any time. A BEACH ASSOCIATIONS representative shall be notified prior
to and permitted to observe the inspection.
Force Majeure
A party's performance of any obligations under this Agreement, other than an obligation
to pay money, shall be excused if, and to the extent that, the party is unable to perform
because of events of force majeure, which shall include but shall not be limited to,
storms, floods and other Acts of God, the acts of civil or military authority, quarantine
restrictions, riots, strikes, fockouts or other labor disputes, commercial impossibility,
epidemics, fires, explosions and bombings; the inability to obtain or delays in obtaining
permits or other private or governmental approvals, or because of any other cause or
causes beyond the reasonable control of the party seeking to be excused for performance.
In any such event, the party unable to perform shall be required to resume performance of
its obligations under this Agreement upon the termination of the event or cause which
excused performance hereunder.
Authority to Contract
Each party warrants and represents that it has the power and authority to enter into this
Agreement and to perform the obligations, including any payment obligations, under this
Agreement.
Governing Laws
This Agreement shall be governed by and construed in accordance with the laws of the
State of Connecticut, exclusive of its choice of law mules.
Notices
All notices will be in writing and will be delivered in person or transmitted by certified
mail, return receipt requested. Notice required to be given to BEACH ASSOCIATIONS
will be addressed to:
The Miami Beach Association and The Miami Beach Association Water Pollution
Control Authority:
The Miami Beach Association Water Pollution Control Authority
P.O. Box 91
Old Lyme, CT 06371

$.10
S41
5.12
Old Lyme Shores Beach Association and The Old Lyme Shores Beach Association Water
Pollution Control Authority:
The Old Lyme Shores Beach Association Water Pollution Control Authority
P.O. Box 80
South Lyme, CT 06376
The Old Colony Beach Club Association and The Old Colony Beach Club Association
Water Pollution Control Authority:
The Old Colony Beach Club Association Water Pollution Control Authority
P.O, Box 10
South Lyme, CT 06376
Notices required to be given to the CITY will be addressed to:
Mr. Michael Passero Mayor
City of New London City Hall
181 State Street
New London, CT 06320
Mr. Barry Weiner
Chairman
Water & Water Pollution Control Authority
120 Broad Street
New London, CT 06320
Severability
Should any part of this Agreement, for any reason, be declared invalid or void, such
declaration will not affect the remaining portions, which will remain in full force and
effect as if this Agreement had been executed with the invalid portion eliminated. Any
portion of the Agreement declared invalid or void shall be renegotiated between the
parties,
Third Party Rights
Nothing contained in this Agreement shall be deemed to create third party rights.
Survival
The following terms shall survive the termination of this Agreement: Article 4.1
Indemnification; Article 5.6 Force Majeure; Article 4.2 Dispute Resolution; and Article
5.12 Survival.

IN WITNESS WHEREOF, the parties have duly executed this Agreement effective.as the date
first above written.
CITY OF NEW LONDON,
CONNECTICUT
By: Date: ¢. #3 -O-41 &
cRael Pdssero
Mayor
CITY OF NEW LONDON, WATER &
WATER POLLUTION CONTROL AUTHORITY
By: Le Date: ox: v4
“Barry Weiner Chairman
The OLD COLONY BEACH CLUB ASSOCIATION
Date: Y-f O/' ‘”
Date: 4 la lis

OLD LYME SHORES BEACH ASSOCIATION
By: Auk. ml... pate:_Yy 13 [15>
Name: Paul Yellen
Its:President
THE OLD LYME SHORES BEACH ASSOCIATION WATER
POLLUTION CONTROL AUTHORITY
By: Date:
Name: Joseph Halloran
Tts: Chairman
THE MIAMI BEACH ASSOCIATION
By: Date;,
Name: Mark A. Mongitio
Its: President
THE MIAMI BEACH ASSOCIATION
WATER POLLUTION CONTROL AUTHORITY
By: Dates,
Name; Scott J. Boulanger
Its: Chairman
MFO34406,
10

OLD LYME SHORES BEACH ASSOCIATION
By: Date:
‘Name: Paul Yellen
Its:President
THE OLD LYME SHORES BEACH ASSOCIATION WATER
POLLUTION CONTROL AUTHORITY
By; D Methien Date:
if afie
Ni Joseph Halloran
Itsi Chairman.
THE MIAMI BEACH ASSOCIATION
By: Date:
‘Name: Mark A. Mongillo
Its: President
THE MIAMI BEACH ASSOCIATION
WATER POLLUTION CONTROL AUTHORITY
By: Date:
Name: Scott J. Boulanger
Its: Chairman

OLD LYME SHORES BEACH ASSOCIATION
By: Date:
Name: Paul Yellen
[ts:President
THE OLD LYME SHORES BEACH ASSOCIATION WATER
POLLUTION CONTROL AUTHORITY
By: Date:
‘Name: Joseph Halloran
its: Chairman
THE MIAMI BEACH ASSOCIATION
By: Date: wf BLE
fark A, Mongillo
Tes: President
THE MIAMI BEACH ASSOCIATION
WATER POLLUTION CONTROL AUTHORITY
By: Date:
Name: Scott J. Boulanger
Its: Chairman
MEO3406
10

OLD LYME SHORES BEACH ASSOCIATION
Date:,
‘Name: Paul Yellen
Its:President
THE OLD LYME SHORES BEACH ASSOCIATION WATER
POLLUTION CONTROL AUTHORITY
Date:
Wane: Joseph Halloran.
Tis: Chairman
THE MIAMI BEACH ASSOCIATION
By: : Date:
Name: Mark A, Mongillo
Ite: President
THE MIAMI BEACH ASSOCIATION
WATER POLLUTION CONTROL AUTHORITY
Me va VL
Scotf. J. Boulanger
10

Appendix D
East Lyme / Old Lyme Beaches Agreement

AGREEMENT
by and between the
MIAMI BEACH ASSOCIATION AND THE
MIAMI BEACH ASSOCIATION WATER POLLUTION CONTROL AUTHORITY
OLD LYME SHORES BEACH ASSOCIATION AND THE OLD LYME SHORES BEACH
ASSOCIATION
WATER POLLUTION CONTROL AUTHORITY
OLD COLONY BEACH CLUB ASSOCATION AND THE
OLD COLONY BEACH CLUB ASSOCATION
WATER POLLUTION CONTROL AUTHORITY
and
THE EAST LYME WATER AND SEWER COMMISSION
regarding the
CONNECTION OF BEACH ASSOCIATIONS’ SEWERAGE SYSTEM
to the
EAST LYME SEWERAGE SYSTEM
Dated
July 24, 2018
Final 7/12/18

THIS AGREEMENT, made and entered into on this 24" day of July, 2018 by and
between the EAST LYME WATER AND SEWER COMMISSION, the duly designated
and authorized Water Pollution Control Authority of the Town of East Lyme (hereinafter
“East Lyme”) MIAMI BEACH ASSOCIATION and the MIAMI BEACH ASSOCIATION
WATER POLLUTION CONTROL AUTHORITY, the duly designated and authorized
Water Pollution Control Authority of the Miami Beach Association (hereinafter “Miami
Beach’) OLD LYME SHORES BEACH ASSOCIATION and the OLD LYME SHORES
BEACH ASSOCIATION WATER POLLUTION CONTROL AUTHORITY, the duly
designated and authorized Water Pollution Control Authority for the Old Lyme Shores
Beach Association (hereinafter “Old Lyme Shores”) OLD COLONY BEACH CLUB
ASSOCIATION and the OLD COLONY BEACH CLUB ASSOCIATION WATER
POLLUTION CONTROL AUTHORITY, the duly designated and authorized Water
Pollution Control Authority of the Old Colony Beach Club Association (hereinafter “Old
Colony") each located in the Town of Old Lyme. Miami Beach, Old Lyme Shores, and
Old Colony are sometimes referred to collectively as the “Beach Associations” and
sometimes referred to individually as a “Beach Association”;
WITNESSETH:
WHEREAS, the Beach Associations are incorporated under special acts of the
Connecticut legislature, which legislation provides that they may construct and maintain
sanitary sewers and related facilities; and
WHEREAS, each of the Beach Associations have established a Water Pollution
Control Authority having all the rights, powers, duties and obligations set forth in
Connecticut General Statutes Section 7-245 et seg. as amended; and
1 Final 7/12/18

WHEREAS, each of the Beach Associations are subject to a Consent Order issued
by the Connecticut Department of Energy and Environmental Protection which provides,
inter alia; that the Beach Associations shail design and construct sanitary sewers to
collect sewerage within the boundaries of their respective beach associations and to
convey same by way of a shared pump station and force main pipe in Connecticut Route
156 through portions of the Town of Old Lyme and East Lyme, connecting to the westerly
terminus of East Lyme's sanitary sewer system; and
WHEREAS, on January 25, 2018 the Connecticut Department of Energy and
Environmental Protection issued an Order to East Lyme requiring, inter alia, that East
Lyme enter into an agreement with the Beach Associations allowing them to construct
and connect a sewer transmission main in East Lyme and to connect the wastewater flow
from the Beach Associations to East Lyme’s sewage system; and
WHEREAS, East Lyme and the Beach Associations desire to set forth their
respective rights and obligations regarding the configuration of said facilities and the
transmission of said wastewater;
NOW, THEREFORE, the parties agree:
1, For purposes of this agreement, East Lyme's existing “wastewater
conveyance system" means that portion of its interceptor sewers, force mains and other
directly related facilities located in the Town of East Lyme as shown on a map entitled
“Regional Wastewater Map” dated June, 2018, prepared by Fuss & O’Nelll, attached
hereto as Schedule 1.
2. By resolutions adopted or to be adopted, each of the Beach Associations
appropriated funds for the construction and equipping of sewer mains and related facilities
2 Final 7/12/18

in the Towns of Old Lyme and East Lyme, to be connected to the westerly terminus of
East Lyme's existing wastewater conveyance system described in Paragraph 1 hereof.
For purposes of this agreement, the Beach Associations’ “sewer main” means the force
main pipe and related facilities located within the East Lyme territorial limits in and along
Route 156 to its connection with the westerly terminus of East Lyme’s wastewater
conveyance system described in Paragraph 1 hereof. Said sewer main will be more
particularly described in plans and specifications to be developed by the Beach
Associations’ engineers and approved by the East Lyme Water & Sewer Commission at
a later date
3. The design, construction and Installation of the Beach Associations’ sewer
main described in Paragraph 2 hereof shall be at the Beach Associations’ sole cost and
expense. Any permits for such work within the Town of East Lyme which may be
necessary or required by any federal, state or municipal agencies, boards or commissions
shall be obtained at the Beach Associations’ sole effort, cost and expense. The sewer
main shall meet the construction and performance standards of equivalent new
construction performed under the jurisdiction of East Lyme. The cost of the acquisition
of any land or interests in land for the construction and installation of the Beach
Associations’ sewer main described in Paragraph 2 hereof shall be at the Beach
Associations’ sole cost and expense. Should the Beach Associations deem it necessary
or desirable, East Lyme will assist the Beach Associations In acquiring such land or
interests in land, by eminent domain proceedings if necessary, provided that the Beach
Associations will be responsible for ail of East Lyme’s costs and expenses, direct and
indirect, in connection with such acquisitions.
3 Final 7/12/18

4, East Lyme shall be reimbursed for any direct or indirect costs arising out of
or relating to the planning, and construction of the Beach Associations’ sewer main
described in Paragraph 2 hereof to the East Lyme wastewater conveyance system
described in Paragraph 1 hereof, including but not limited to the reasonable costs incurred
in negotiating this agreement (in an amount not to exceed the $15,000 previously paid by
the Beach Associations, and provided that any unused amount shall be refunded to the
Beach Associations), preparing and reviewing plans, designs and specifications, locating
and providing information, inspecting construction in East Lyme, constructing minor
upgrades to East Lyme’s sewer system necessitated by the increased flows from the
Beach Associations (excluding the upgrades contemplated In Exhibit A), and other items
of a similar nature. Said expenses shall be set forth in monthly invoices from East Lyme
to the Beach Associations and shall be due and payable 45 days after the date of each
such invoice; provided, advance notice of any expenses in excess of $3,000.00 for any
month shall be given to the Beach Associations
5. Upon completion of the construction of the sewer main located within East
Lyme and described in Paragraph 2, and upon East Lyme's approval of the connection,
ownership and title to the sewer main located within East Lyme and described in
Paragraph 2 hereof shall be vested in the Beach Associations. The Beach Associations
shall be solely responsible for all costs and expenses of inspecting, maintaining,
operating, repairing, and replacing any and all parts of the Beach Associations’ sewer
main, and monitoring and maintaining the flow of wastewater within said sewer main. Any
capital expenses pertaining to sald main shall be the sole responsibility of the Beach
Associations.
4 Final 7/12/18

If for any reason, including but not limited to unforeseen emergencies, the Beach
Associations are unabfe to maintain efficiently or promptly provide for necessary repairs
or replacements of any components of the sewer main located in East Lyme and
described in Paragraph 2, as reasonably determined by East Lyme and the Beach
Associations, East Lyme may take such actions and provide such services and materiais
as may be necessary or desirable to keep said sewer main in proper and efficient
operating condition. Provided, however, that East Lyme shall have the right to act without
ptior consultation with the Beach Associations when the nature of the emergency does
not permit such consultation. The cost of such services and materials shall be reimbursed
to East Lyme within thirty (30) days after East Lyme sends to the Beach Associations a
statement for such services and materials.
6. The Beach Associations shalt install a flow measuring device at a mutually
acceptable location which meets mutually acceptable specifications to measure, record
and transmit the volume of sewage flow from the Beach Associations to the East Lyme
system. The flow measuring device shall be calibrated on an annual basis by the Beach
Associations, in accordance with mutually acceptable standards and written proof of
calibration should be provided to the Town of East Lyme. Measurements of said flow
shall be made at daily intervals and reported to East Lyme in a manner acceptable to the
East Lyme Water & Sewer Commission (preferably on a remote basis).
7. The Beach Associations’ share of the value of East Lyme’s existing
wastewater conveyance system described in Paragraph 1 hereof is 120,000 gallons per
day and will be determined by application of the formula for cost apportionment between —
East Lyme and the Beach Associations attached hereto as Exhibit “A”. As set forth in
5 Final 7/12/18

Exhibit A, the Beach Associations will pay $537,852.75 as their share of the value of East
Lyme’s wastewater conveyance system described in Paragraph 1 hereof, said amount to
be paid as follows: On or before the commencement of transmission of wastewater from
the Beach Associations to East Lyme, the Beach Associations shall pay to East Lyme a
down payment of $13,446.32, with the remaining balance of $524,406.43 to be paid over
20 years at two (2%) percent interest to be compounded semi-annually, said payments
to be $15,971.11 and paid on a semiannual basis on a billing schedule to be mutually
agreed upon by the parties, all as shown on Exhibit C attached hereto, or another
amortization schedule agreed to by the parties.
The parties agree the Beach Associations will have an option to reserve an
additional one hundred and eighty thousand (180,000) gallons per day of flow. Said
reservation option is intended to provide additional transmission capacity for future needs.
The buy-in for additional capacity is to be purchased in increments of 1,000 with a
minimum of 25,000 gpd and shall be calculated utilizing the same formula as shown in
Exhibit A attached hereto. If and when the additional transmission capacity is purchased,
the parties will mutually agree to a revised Exhibit A and payment amortization schedute
to reflect said purchased capacity.
8. The Beach Associations shall be responsible for a share of the cost of all
future capital projects that occur in the East Lyme wastewater conveyance system
described in Paragraph 1 hereof and in the Waterford sewer conveyance system that are
charged to East Lyme in accordance with the “Bi-Town Agreement” between East Lyme
and Waterford dated August 24, 1988, as amended and extended from time to time. Said
share will be based on the respective design flows of East Lyme and the Beach
6 Final 7/12/18

Associations. This provision shall include all capital costs and capital projects not covered
under the annual conveyance fee described in Paragraph 9 hereof, including but not
limited to a new Bridebrook Pump Station to be located near the connection point of the
respective sewer systems.
9. Additionally, East Lyme shall receive from the Beach Associations a
conveyance fee for the maintenance, operation and repair of the sewer transmission
system described in Paragraph 1 hereof. Said fee shail be calculated in accordance with
the methodology entitled “Conveyance Charge Calculation Through the East Lyme Sewer -
System"; dated February 2, 2018 and attached hereto as Exhibit "B”. Said fee shall be
paid to East Lyme twice per year and shalt be due and payable sixty days after East Lyme
sends to the Beach Associations a statement setting forth said amount.
10. On or before the commencement of the transmission of wastewater from
the Beach Associations to East Lyme, the Beach Associations shall designate one Beach
Association which shail be solely responsible for communicating with East Lyme
concerning all aspects of the operation, maintenance and servicing of the Beach
Associations’ wastewater conveyance systems, including receipt and payment of all
amounts due and payable under this agreement and bills and statements for services
rendered. Until further notice, the Old Colony Beach Club Association will be responsible
for such activities. By the execution of this Agreement each and all of the Beach
Associations hereby acknowledge that they will be jointly and severally liable to the East
Lyme Water and Sewer Commission for any and all amounts due and owing pursuant to
this Agreement.
7 Final 7/12/18

11. On reasonable notice and at reasonable times and intervals, all records of
East Lyme pertaining to the calculation of reimbursable expenses described in Paragraph
4 hereof, and the calculation of maintenance, operation and repair charges described in
Paragraphs 9 and 10 hereof, shall be available for inspection and review by authorized
representatives of the Beach Associations.
12. East Lyme has promulgated and maintained rules and regulations
consistent with state and federal guidelines with respect to the operation of its wastewater
conveyance system described in Paragraph 1 hereof. The Beach Associations shall
adopt and enforce the same rules and regulations for the use of the sewer main described
in Paragraph 2 hereof. If East Lyme proposes to amend its rules and regulations in a
manner which affects the Beach Associations’ sewer mains, and if the proposed
amendments are more stringent than those required by state and federal laws or
guidelines, East Lyme and the Beach Associations shall agree on the necessity and terms
of such proposed amendments before they are adopted.
13. | The Beach Associations shall be responsible for assuring that the strength
and character of the wastewater discharged into the East Lyme sewer system meets the
requirements of the East Lyme Sewer Use and Sewage Disposal Ordinance. More
particularly, the Beach Associations shall make provisions for odor and corrosion contro!
to assure that the wastewater discharge at the westerly terminus of the East Lyme gravity
main has an average hydrogen sulfide concentration of less than 5 ppm (vapor) and a
peak concentration of not more than 15 ppm (vapor). The Beach Associations shali
provide adequate facilities for treatment, testing and remote monitoring consistent with
8 Final 7/12/18

East Lyme’s standards and practices to assure that the hydrogen sulfide limitations are
met,
14. The sewage transmitted from the Beach Associations to East Lyme shall be
generated solely from the Beach Associations and no other sources. Any extension of
this agreement to additional communities is subject to mutual consent of both parties.
The parties agree to not unreasonably deny requests to add additional communities.
15. With the exception of any services that may be provided under Paragraph
5 of this agreement, this agreement shall not pertain to any services provided by East
Lyme to the Beach Associations; provided that the parties have previously discussed
entering into a Maintenance Contract and will do so on terms mutually agreed upon.. If
the Beach Associations desire to contract with East Lyme for such services, that would
be the subject of a separate agreement.
16. This Agreement is strictly for wastewater conveyance and transmission
through East Lyme, and shall not be construed to diminish or affect East Lyme's treatment
capacity at New London's Piacenti Facility.
17. This Agreement shall commence upon completion of the connection
between the Beach Associations’ wastewater conveyance system sewer main and the
East Lyme wastewater conveyance system, and remain in full force and effect until
terminated by mutual consent or upon the conclusion of any legal proceedings. The
validity and enforceability of the obligations of the parties to this Agreement are premised
on the continued existence of the “Tri-Town Agreement’ among New London, Waterford
and East Lyme, dated January 10, 1991 and the “Bi-Town Agreement” between East
9 Final 7/12/18

Lyme and Waterford dated August 24, 1988, as they may have been amended and
extended from time to time”.
18. It is the express intention of the parties that all disputes arising out of or
related to this Agreement or to any rights or any relationship between the parties arising
therefrom shall be solely and exclusively initiated and maintained in the Superior Court
for the Judicial District for New London at New London, Connecticut. The Beach
Associations and East Lyme each irrevocably consent to the jurisdiction of such court in
any such actions or proceeding. The Beach Associations and East Lyme hereby
expressly waive any and all rights they may have to trial by jury of any claim, demand,
action or cause of action arising out of, resulting from or relating to this Agreement.
19. [tis acknowledged that the City of New London and the Towns of Waterford
and East Lyme may elect to enter into or establish a regional wastewater system at some
time in the future. This agreement shall not-be interpreted as requiring or inviting the
Beach Associations to participate or join in such a regional wastewater system.
20. Any notices required under this Agreement shall be in writing and delivered
by hand or by certified mail as follows:
The Miami Beach Association and
The Miami Beach Association Water Pollution Control Authority
P.O. Box 91
Old Lyme, CT 06371
The Old Lyme Shores Beach Association and
The Old Lyme Shores Beach Association Water Pollution Control Authority
P.O. Box 80
South Lyme, CT 06376
The Old Colony Beach Club Association and
The Old Colony Beach Club Association Water Pollution Control Authority
P.O. Box 10
South Lyme, CT 06376
10 Final 7/12/18

To East Lyme:
East Lyme First Selectman
East Lyme Town Hall
108 Pennsylvania Avenue
Niantic, CT 06357
And to:
Chair, East Lyme Water and Sewer Commission
East Lyme Town Hall
108 Pennsylvania Avenue
Niantic, CT 06357 —
21. The provisions of this Agreement shall be amended or modified only by
written agreement duly executed by duly authorized representatives of East Lyme and
the Beach Associations.
22. This document contains the entire agreement between East Lyme and the
Beach Associations in respect to the matters covered by this Agreement. Except as may
be expressly provided herein, nothing in this Agreement is intended to confer on any
person other than East Lyme and the Beach Associations any rights or remedies under
or by reason of this Agreement. This Agreement shall completely and fully supersede all
other understandings and Agreements between East Lyme and the Beach Associations
with respect to the matters contemplated herein.
23. in the event that any provision of this Agreement shall for any reason be
determined to be invalid, illegal, or unenforceable in any respect, the other provisions
shall remain in force and effect.
24. This Agreement and any questions conceming its validity or construction
shall be governed by the laws of the State of Connecticut.
Hl Final 7/12/18

IN WITNESS WHEREOF, the parties to this Agreement have caused this instrument to
be signed in duplicate by their duly authorized officers, all of thisoZ 47 day of
edu ly 2018.
Signed, sealed and delivered
In the presence of:
TOWN OF EAST LYME
Its: Chairman
THE OLD COLONY/BEACH CLUB ASSOCIATION
wh Mb ° Date ZAESE
Nanfe;6uglaé Whalen
Rs; Chairman
D COLONY BEACH CLUB ASSOCIATION WATER
POLUTION CONTROL AUTHORITY
) | cylie
By:
Name: Frank Noe
Its: Chairman
Date
THE OLD LYME SHORES BEACH ASSOCIATION
By: Date.
Name: Matthew Meritt
Its; President
12 Final 7/12/18

IN WITNESS WHERECF, the parties to this Agreement have caused this a to
be signed in duplicate by their duly authorized officers, all of this day of
Wy , 2018.
Signed, sealed and delivered
In the presence of:
TOWN OF EAST LYME
WATER AND SEWER COMMISSION
By: Date: z
Name: Mark Nickerson .
Its: Chairman
THE OLD COLONY BEACH CLUB ASSOCIATION
Date
By:
Name: Douglas Whalen
\ts: Chairman
THE OLD COLONY BEACH CLUB ASSOCIATION WATER
POLUTION CONTROL AUTHORITY
By: Date
Name: Frank Noe
Its: Chairman
THE OLD LYMPSHORES ASSOCIATION
By:
Nanie: Matthew Merritt
Its: President
Date_ 7 / é Le
ronson) 13 Draft 6/26/18

THE OLD LYME SHORES BEACH ASSOCIATION WATER
POLLUTION CONTROL AUTHORITY
Date 7/1 / (P-
THE MIAMI BEACH ASSOCIATION
By: Date.
Name: Mark A, Mongltlo
Its: President
THE MIAMI BEACH ASSOCIATION
WATER POLLUTION CONTROL AUTHORITY
By: Date
Name: Scott J. Boulanger
Its: Chairman
400363907.1) 14

THE OLD LYME SHORES BEACH ASSOCIATION WATER
POLLUTION CONTROL AUTHORITY
By: Date
Name: Joseph Halloran
Its: Chairman
THE MIAMI BEACH ASSOCIATION
‘tds. 4 Date
rk A. Mongiito
Its: President
THE MIAMI BEACH ASSOCIATION
WATER PO!
By:
Nat#ié: Scott Boulanger
Its: Chairman
(00363907.1 14
ON CONT AUTHORITY
G7. Date

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EXHIBIT B
EAST LYME/OLD LYME BEACHES AGREEMENT ~ 2/2/18
CONVEYANCE CHARGE CALCULATION THROUGH THE EAST LYME SEWER
SYSTEM
The Old Lyme Beach Associations (or OLBA) will pay the East Lyme Water & Sewer
Commission (or ELW&SC) twice per year for the cost of conveyance thru the East Lyme
wastewater conveyance system. For the purposes of this agreement, the Old Lyme Beach
Associations (OLBA) refers to Miami Beach, Old Lyme Shores Beach & Old Colony Beach.
The OLBA flows would enter the East Lyme sewer system at the manhole east of the
Campground on Rt. 156 west of the Rocky Neck Connector and would then proceed thru the
main sewer line west to east down Rt. 156 to Waterford. The OLBA flows will go thru the four
main pump stations in East Lyme; Bridebrook pump station, Fairhaven pump station (at the
intersection of Fairhaven Rd and Rt 156), Pattagansett pump station (behind the Niantic Diner)
and the Niantic Pump Station (next to Dad’s restaurant). Because those four stations have the
most flows going through them in Town, they require the most maintenance and time by our
staff,
In determining the calculation of the conveyance fee, the Town of East Lyme will be allocating a
percentage of certain line items in their budget to Old Lyme. Those line items are as follows;
Maintenance of Pump Station Equipment, Field Salaries/Wages, Field Overtime and Materials
and Supplies, Thirty five percent (35%) of the totel cost of the each these line items would be
divided up into four and allocated to each of the four pump stations. Then the Old Lyme
Beaches would pay their percentage of flow through each of the four main pump stations times
the allocated amount to that pump station. For example, if the Maintenance of Pump Station line
item in that year’s Sewer Budget was $60,000, then 35% of that number is $21,000. The
$21,000 would be divided by four to give a base line of $5,250 for each of the four pump
stations. Then Old Lyme’s flow compared to the flow at each pump station would determine the
amount that Old Lyme would pay for that item. So if Old Lyme’s flows were as follows; 8.7%
of Bridebrook’s flows, 4.9% of Fairhaven’s flows, 3.5% of Pattagansett’s flows and 2.2% of
Niantic flows; then those percentages would be multiplied by the $5,250 to determine Old
Lyme’s share for that line item.
The above calculation will also use the same percentage of flows as identified above for two
budget line items and then multiple by the actual cost. These line items are Maintenance of Wet
Wells and utilities. Because East Lyme will know these actual costs for each of the four main
pump stations, this number will be easy to determine.
The East Lyme Sewer Department has a line item for Maintenance of System. This line is meant
to pay for repairs to the sewer main throughout the entire system. There are 44,7 miles of pipe
throughout