Appendix 2

Sample Agreement for Construction
of Sanitary Sewer Line Extension

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AGREEMENT FOR CONSTRUCTION
OF SANITARY SEWER LINE EXTENSION

 

This Agreement made effective this                  day of                                     , 2007, by and between The McCandless Township Sanitary Authority, a body corporate and politic under the laws of the Commonwealth of Pennsylvania, with its principal place of business at 418 Arcadia Drive, Pittsburgh, PA  15237, hereinafter called "the Authority",

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__________________________________., having a place of business at ________________________________________, hereinafter called "Developer"

                                                              WITNESSES THAT
Whereas Developer is the owner of that certain tract of land in                                                   ,                                                                                                                       (municipality)
County of Allegheny, Commonwealth of Pennsylvania, described in and conveyed to Developer by a deed recorded in the Office of the Recorder of Deeds for Allegheny County at Deed Book Volume                     page(s)                       ,

 

Whereas a plan for the development of the aforesaid tract has been approved and is recorded in the Office of the Recorder of Deeds for Allegheny County at Plan Book Volume                     page(s)          and the aforesaid tract is to be known as                                    hereinafter "the Plan", and
Whereas in order to complete the development of the Plan, Developer is required to construct sanitary sewers throughout the Plan to be served by MTSA;
Now therefore, in consideration of the foregoing premises and the covenants and conditions of this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

A.        Design Requirements.  All sanitary sewers to be constructed by Developer shall be designed in accordance with all applicable federal, state and municipal laws, ordinances, and regulations and the Authority's minimum standards for design and construction of sanitary sewers. 

B.         Application for permission to construct an extension of the Authority's sewer system.  To apply for the Authority's approval to proceed with construction of an extension of the sewer system, Developer shall make the following submittals.
1.         The initial submittal by Developer shall include:
a.         Payment to MTSA of          $3.05 per lineal foot        , estimated cost of engineering review, inspection and other costs in accordance with MTSA schedule of fees effective at the time of submittal.
b.         Five (5) copies of plans for proposed sewer extensions shall be submitted to the Authority on 24" x 36" sheets showing plan views to a scale of 1 inch = 50 feet and profiles to a scale of 1 inch = 10 feet vertically and 1 inch = 50 feet horizontally, a north point, a suitable title block, date and the name
of  the engineer or surveyor and imprint of his registration seal.

2.         After review by the Authority of the plans for the proposed sewer extension, permission for construction of the sewer will be granted only after Developer has complied with all of the following requirements.
a.         Plans for the proposed sewer extension shall be revised to conform to the Authority's comments and requirements for revision, if any.
b.         Developer shall obtain all required state, county and municipal permits.
c.         Developer shall have recorded and delivered to the Authority a grant of an easement not less than 20 feet in width, for the construction, reconstruction, maintenance, repair and reasonable access of the sanitary sewer system, substantially in the form shown in Exhibit A (attached hereto and made a part hereof).  
d.         Developer shall have delivered to the Authority a schedule for construction of the sewer line extension acceptable to the Authority, which is attached hereto as Exhibit B and made a part hereof.
e.         Developer shall have delivered to the Authority a performance bond, or irrevocable letter of credit (from a source acceptable to the Authority), or other security acceptable to the Authority guaranteeing to the Authority the completion of any improvements which may be required.  The amount of the said performance security shall be equal to one hundred ten per centum of the cost of the required improvements for which financial security is to be posted.  The cost of the required improvements shall be established by submission to the Authority of a bona fide bid or bids from the contractor
or contractors chosen by Developer or, in the absence of such bona fide bids, the cost shall be established by estimate prepared by the Authority's engineer.
If Developer requires more than one year from the date of posting of such financial security to complete the required improvements, the amount of financial security may be increased by an additional ten per centum for each one-year period beyond the first anniversary date from the posting of financial security or to one hundred ten per centum of the cost of completing the required improvements as reestablished on or about the expiration of the preceding one-year period by using the above bidding procedure.   
In the event Developer fails, neglects or refuses to complete the work covered by this Agreement in full accordance with the specifications, or becomes unable to do so because it is insolvent, or is declared bankrupt, or commits an act of bankruptcy, the Authority shall provide written notice to Developer that the Authority will take over completion of the sewer line extension.  Upon receipt of such notice, Developer shall, weather permitting, commence correction of the work in order to bring it into compliance with this Agreement.  Not earlier than fifteen (15) days from the date of receipt of this notice by Developer, the Authority shall authorize the Authority's inspector to inspect the development and, if the inspector, in the reasonable exercise of his professional judgment, shall certify that the work is no longer in violation of this Agreement, Developer shall not be deemed to be in default hereunder.  If the Authority's inspector shall, in the reasonable exercise of his professional judgement, certify that the work is not in compliance with this Agreement, this Agreement shall be considered to have been breached and written notice to Developer and its security provider at their last known address shall be sent by certified mail, and the Authority may in its sole and absolute discretion employ such employees, foremen, independent contractors, subcontractors, equipment and appliances and may purchase such materials, supplies, equipment and appliances as the Authority, in its sole and absolute discretion, may deem reasonable in order to complete the work herein contemplated  and, at  the  time of such breach, the  Authority shall demand of the security provider and the security provider shall pay to the Authority such portions of the security as shall be necessary to complete said work and the Authority shall utilize the amounts received exclusively on the items aforementioned to complete the work with all wages and prices so paid to be reasonable, as deemed by the Authority, in its sole and absolute discretion.  In the alternative under such conditions, the security provider may, with the written consent of the Authority, employ such employees, foremen, independent contractors, subcontractors, equipment and appliances as it and the Authority may agree in order to complete the said work.  It is understood and agreed that the provisions of this paragraph shall not operate to extend in any way the time limit for completion of the sewer extension as set forth in Exhibit B, except that the Authority may, in its sole and absolute discretion, extend such time limit.
It is understood and agreed that, upon request of Developer, the Authority shall authorize the Authority's inspector to inspect the sewer extension and, upon written certification from the Authority's inspector that various items of work or portions thereof have been satisfactorily completed by Developer, the Authority shall authorize the release of the cost of each such satisfactorily completed item or portion thereof from the original security  posted  by Developer; however, prior to final release at the time of completion, the financial security shall not be reduced to less than ten per centum of the estimated cost of the aforesaid improvements.  It is understood and agreed that Developer's request for inspections by the Authority's inspector and partial releases of security for work items or portions thereof completed shall not be made more often than once per month.
After the completion of the work contemplated herein and the acceptance by the Authority of the sewer system extension installed by Developer, the Authority shall discharge the line of credit, performance bond or other security for performance when Developer delivers to the Authority its acceptable maintenance security.  The said maintenance security shall be either a maintenance bond with a surety licensed to do business in Pennsylvania and approved by the Authority, cash, irrevocable letter of credit from a source acceptable to the Authority, or other security acceptable to the Authority, and shall be in favor of the Authority to guarantee to the Authority the maintenance of said sewer system extension for a period of eighteen (18) months following the acceptance of the sewer system extension by the Authority.  The amount of said maintenance security shall be fifteen percent (15%) of the actual cost of installation of said improvements for the replacements, repair and maintenance of said sewer system extension.  Developer hereby covenants that it will make any and all required replacements, repairs, and maintenance within fifteen (15) days after notice in writing is sent by the Authority by certified mail to Developer and its security provider at their last known address that replacement, repair or maintenance of the sewer line extension may be required.  If any required action has not been taken by fifteen (15) days after such notice, the Authority may proceed to repair, replace and maintain the same, or contract to have the same done, and collect the cost of such repairs from Developer and/or the security provider.
f.          Developer shall deliver to MTSA a certificate from an insurer(s) approved by MTSA certifying that Developer has obtained all of the insurance required by this Agreement.  All policies of insurance shall be with insurer(s) approved by MTSA and certificates of such insurance shall be supplied to MTSA.  MTSA shall be named as an additional insured on all policies, and all such policies shall contain provisions to the effect that in the event of payment of any loss or damage, the insurer will have no rights or recovery against MTSA.  MTSA shall be notified in writing ten (10) days prior to the cancellation of or material change to any of the policies. 
During any period in which Developer does not have the required insurance coverage, any permission by MTSA to proceed with construction is automatically revoked and no construction of the sanitary sewers may   proceed until MTSA is again provided with a certificate of insurance satisfactory to MTSA certifying that Developer has obtained all of the required insurance.
The following insurances are required:
(i)         General Liability, comprehensive form (including premises - operations, explosion and collapse hazard, underground hazard, products/completed operations hazard, contractual insurance, broad form property damage, independent contractors, personal injury) with limits of liability not less than
Each Occurrence          Aggregate
Bodily Injury                             $1,000,000                  $3,000,000
Property Damage                     $1,000,000                  $3,000,000
(ii)        Automobile Liability, comprehensive form (owned, hired, non-owned) with limits of liability not less than
Each Occurrence          Aggregate
Bodily Injury                             $1,000,000                  $3,000,000
Property Damage                     $1,000,000                  $3,000,000

g.         Developer shall deliver to the Authority: (i) two sets of plans of the proposed sewer extension with all required revisions and (ii) one copy of
Developer's contract with the party installing the proposed sewer extension.  

C.        Pre-construction Notice.  Notice of the date on which construction will start shall be given to the Authority not less than ten (10) days before the actual start of construction of the sewers.  Developer shall not begin construction of sewers prior to receipt of approval from the Authority.

D.        Construction of Sewers.  All sewers shall be constructed in strict conformance with the plan and schedule approved by MTSA, the general or specific conditions of any Environmental Permits issued to the Developer or to MTSA for the work to be performed by the Developer under this Agreement and all federal, state, and local laws, regulations and ordinances and shall meet or exceed MTSA's minimum standards.  Developer shall construct and install the sanitary sewer extension entirely at its own cost, including all costs of MTSA connected with its review of plans, inspection and other costs connected with such sewer extension.  If at anytime MTSA determines that its costs in connection with engineering review, inspection, document review and as-built plans will exceed the amount previously paid by Developer, MTSA will so notify Developer, and Developer shall immediately pay to MTSA such additional amount as is reasonably estimated by MTSA to cover its costs.

E.         Use of Sewers.  No use may be made of the sanitary sewers constructed by Developer until all of the following have been completed.
1.         The Authority has inspected and approved (in writing) the sewers as finally constructed.
2.         Developer shall have paid all fees and costs as finally determined.  If estimated fees paid exceed the Authority's actual cost, a refund of the excess will be paid to Developer.
3.         Developer shall have delivered to the Authority a bill of sale (in form and content satisfactory to the Authority and its solicitor) conveying the sanitary sewer collector line extension to the Authority for a total consideration of one dollar ($1.00).  A suggested form for the bill of sale is attached hereto as Exhibit C.
4.         Two sets of as-built drawings of the sanitary sewer system extension shall be submitted to the Authority by Developer.
5.         Nothing in the Agreement shall entitle any party to utilize the sanitary sewers constructed by Developer under this Agreement without paying required tapping fees and otherwise complying with all Rules and Regulations and Minimum Standards of the Authority.

F.         Indemnity.  Developer hereby agrees to defend, indemnify and hold MTSA, its directors, officers, agents, and employees harmless from and against any and all liability, loss, damage, cost (including reasonable attorneys' fees), expense, liability, claims, demands, actions, judgments, civil penalties or criminal fines,  or any restoration order arising out of injury or claimed injury to persons or damage or claimed damage to property or violation or any claimed violation of any Environmental Law, Environmental Permit or a requirement to obtain an Environmental Permit resulting from or connected in any way with activities of the  Developer, its employees, agents, or contractors (including subcontractors and suppliers of any tier) under or in connection with this Agreement whether or not MTSA may be deemed to be partially responsible, except for such injury or damage arising out of the sole negligence of MTSA.  The provisions of this paragraph shall survive fulfillment of all other obligations of Developer to MTSA.

Definitions.  As used in this Agreement:

(i)  "Environmental Law" means any federal, state or local environmental law (including, but not limited to, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act and the Clean Streams Act), any statute, regulation, rule, ordinance, any regulations promulgating pursuant   thereto,   any   court   or   administrative   order   or  decree,  writ, injunction, award, or private agreement or  interpretation, whether any of the foregoing are now or hereafter in existence, relating to the manufacture, distribution, labeling, presence of, use, handling, collection, storage, treatment, release, threatened release, discharge, disposal or otherwise of Hazardous Substances or Hazardous Materials, or in any way relating to pollution or protection of the environment or public health, including those relating to zoning, subdivision, building, safety, fire protection or environmental matters.

           
(ii)   “Environmental Permit” means any federal, state or local permit, license or authorization issued under or in connection with any Environmental Law to either the Developer or MTSA with respect to work to be performed by the Developer under this Agreement.

(iii)  " Hazardous Substances" or "Hazardous Materials" includes any petroleum and petroleum products, radioactive materials, asbestos, radon, lead containing materials, sewage or any "hazardous wastes", "hazardous substances", "hazardous materials", "toxic substances", "hazardous air pollutants", "toxic pollutants", or "pollution", as those terms are used in any Environmental Law.

G.        Waiver and Amendment.  Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement, change, waiver, discharge or termination is sought.

H.        Miscellaneous.  This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and shall supersede all prior understandings and agreements between the parties with respect to the subject matter.  
The captions in this Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms hereof.
Any use herein of a masculine, feminine or neuter pronoun shall be understood to mean all or any of such forms of the pronoun as may be applicable in the circumstance.             

This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

I.          Assignment.  Developer may not assign or transfer its rights hereunder without the prior written consent of the Authority.

J.          Binding Agreement.  This Agreement shall bind the parties hereto, their heirs, executors, personal representatives, successors and assigns and shall be a covenant running with the land and may be recorded.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the date first written above.
ATTEST                                                                      DEVELOPER

Signature:_________________________                   Signature______________________________

Print Name:_______________________                    Print Name:___________________________

Title:____________________________                     Title:________________________________

 

 

ATTEST                                                                      THE McCANDLESS TOWNSHIP
SANITARY AUTHORITY

Signature:___________________________               Signature:___________________________

Print Name:_________________________                Print Name:_________________________

Title:______________________________                 Title:______________________________