ROAD USE SEMINAR - NATURAL GAS DEVELOPMENT Monday, October 24, 2011 - - PDF document

THE JOINT LANDOWNERS COALITION OF NEW YORK

ROAD USE SEMINAR - NATURAL GAS DEVELOPMENT Monday, October 24, 2011 Holiday Inn Arena Binghamton NY 13901 PRESENTATION BY BROOME COUNTY ATTORNEY WILLIAM L. GIBSON, JR. Exhibit List 1. Local Law 2. Special Hauling Permit Information Sheet 3. Application for Permit 4. Procedure for Reviewing Applications 5. Road Use Maintenance Agreement

wgibson@co.broome.ny.us

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SPECIAL HAULING PERMITS Broome County Local Law permanent 5 of 2010 provides the mechanism for acquiring a special hauling permit. That permit will allow a vehicle that exceeds the weight and dimensional limits specified in New York State Vehicle and Traffic Law §385 to travel on County roads. The local law requires that every overweight or over dimension vehicle must obtain a permit to travel on County highways. (In general, a permit shall be required for any vehicles exceeding 80,000 pounds gross vehicle weight, 8’6” in width, 13’6” in overall vertical height or 40’ in overall single vehicle length. The specific thresholds are set forth in V&T Law 385 and accompanying regulations.) Broome County will issue three types of special hauling permits—non-divisible load, divisible load and road maintenance agreement. A non-divisible load is cargo that cannot be divided without impacting the integrity of the cargo, like a house, large vessel, construction vehicle, drilling rig, etc… A divisible load is cargo which can be separated into units. This includes aggregates (sand, topsoil, gravel, stone), water, logs, scrap metal, fuel, milk, garbage, etc.

Some fleet operators have many trucks which may potentially be overweight. Under the local law, the operator has the option of obtaining a special hauling permit for each vehicle per trip or the operator may instead execute a road maintenance agreement with the County of

• Broome. That executed road maintenance agreement would then act as a blanket permit for all

the vehicles listed in the agreement. The cost of one road maintenance agreement is the same as

• ne vehicle permit - $10. A road use maintenance agreement, executed by both the County and the

applicant, may be issued to an operator/owner that operates a fleet of vehicles that carry divisible loads. A road maintenance agreement shall not apply to any vehicle that carries a non divisible load. Broome County administers approximately 343.24 centerline miles of roads. All of these roads are not constructed to the same standard. The lifespan of County pavement is typically measured in

equivalent single axle loads (ESALs). The lifespan of particular County roads ranges from the hundreds of thousands of ESALs to at least 10 million ESALs. The impact of hauling by over weight vehicles on a particular road is determined by the EASLS of that road and the equivalent load factors of the trucks to be operated on the road. On some County roads with a short lifespan, Broome County may request test bore or other data gathering before execution of the road maintenance agreement. Depending on the condition of the road and the frequency of use and type of truck a maintenance bond may be requires. The terms of the road use maintenance

agreement will depend upon the operator’s fleet, regular hauling routes, road conditions, traffic schedules and similar requirements. Special hauling permits shall be valid only on County roads within the County of Broome, State of New York. Operation of overweight or over dimensional vehicles on State, Town, Village, City or other local roads requires contact with the municipality having jurisdiction over those roads concerning permit requirements or restrictions. The County of Broome reserves the right to restrict overweight hauling on County highways and bridges due to seasonal limitations such as spring thaws, high ground water or other possible seasonal limitations that preclude use of the County highways by overweight vehicles.

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NON-DIVISIBLE LOAD PERMITS The applicant for a non divisible load permit shall submit at a minimum, the following information: 1. A copy of the building permit if the Special Hauling Permit is for a house move. 2. The proposed route, from point of origin to final destination, indicating all roads which are to be used along the route. 3. All bridges and overhead utilities, such as traffic signals, electric and telephone cables located within the right-of-way of the proposed route. 4. Pavement width, number of travel lanes and widths, and right-of-way lines and widths for all roads to be used along the route. Also, indicate if the pavement has curb, gutters or shoulders. 5. All existing trees and mailboxes which might be in conflict along the hauling route within the right-of-way. 6. Any potential conflicts relevant to vertical and horizontal clearance along the hauling route. 7. The overall vertical loaded height, width and length or the hauling equipment, including the

• bject to be moved as well as the axle loading on the pavement.

8. All axle weights and spacing between them. 9. License plate numbers, year, make and type of truck or tractor that will be used. 10. Certificates of Insurance satisfactory to the Broome County Director of Risk & Insurance. The applicant shall also be bonded to perform house moving operations against property damage. 11. A Fee of $110.00 (Permit fee of $10.00 and a Review Fee of $100.00) for each Special Hauling Permit, payable to the Director of the Office of Management and Budget (Dir of OMB), County

• f Broome.

12. A copy of the New York State Department of Transportation Special Hauling Permit. Any and all anticipated site disturbances shall require prior notification of residents along the hauling route, as well as the County of Broome and affected towns and or villages. The applicant shall not remove any existing feature(s) within a County of Broome County right-of-way without obtaining prior written authorization from the County of Broome. Any existing features damaged or removed as a result

• f the hauling operation shall be repaired or replaced at the applicant’s expense.

Once the non divisible load permit has been approved, the applicant shall notify the Broome County Department of Public Works Highway Division (607-648-4173) at least 48 hours prior to the move to indicate actual time and duration of the move. The applicant must also notify in writing the town(s) and

• r village(s) officials and all emergency agencies (police, fire, Emergency Services, etc.) of the proposed

hauling route.

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DIVISIBLE LOAD PERMITS In addition to any of the above requirements, if applicable, the applicant for a divisible load permit shall submit at a minimum, the following information: 1. Copy of valid New York State vehicle registrations for each vehicle 2. Copy of New York State divisible load permit for each vehicle 3. Certificates of Insurance satisfactory to the Broome County Director of Risk & Insurance 4. A Fee of $110.00 (Permit fee of $10.00 and a Review Fee of $100.00 per vehicle) for each Special Hauling Permit, payable to the Director of the Office of Management and Budget (Dir. of OMB), County of Broome. ROAD USE MAINTENANCE AGREEMENT (RUMA) In the event that the applicant does not choose to obtain separate permits for every one of its vehicles that require a divisible load permit, it may elect to execute a County wide road maintenance agreement. Said agreement when executed by both the applicant and the County will constitute a divisible load permit and will cover all vehicles specifically listed. In addition to the above requirements, any applicant that wishes to execute a County wide road maintenance agreement shall provide the following information: 1. Maintenance bond if required by the Broome County Director of Risk & Insurance. 2. A description, with narrative and schematic, designating any hauling routes that will be used by the permitted vehicles on a regular basis. (Regular basis shall mean use of a designated hauling route by one or more of the applicant’s vehicles more than 4 times per day, for more than 2 consecutive days.) The narrative should include a list of all roads comprising the route, bridges, schools, places of worship and other locations where residents may be impacted. It should also include estimates of the total number of truck trips over the route. 3. If applicant has completed any road surveys of County roads which comprise part of a designated hauling route including road borings, videos, engineering surveys, seismic and similar studies, and copies shall be provided to the County prior to use of the hauling route. ANY VIOLATION OF BROOME COUNTY’S SPECIAL HAULING PERMIT REQUIREMENTS COULD RESULT IN A FINE NOT TO EXCEED $1,000.00 PER VEHICLE PER DAY AND/OR REVOCATION OF THE PERMIT. If there are any questions, applicant may call the Broome County Department of Public Works Highway Division (607-648-4173)

APPLICATION FOR SPECIAL HAULING PERMIT DIVISIBLE/UNDIVISIBLE LOADS

• f Load

• ADVISED. PERMIT INVALID FOR ANY LOADS WHICH EXCEED THE

SPECIAL CONDITION FOR ANNUAL PERMIT HOLDERS: The permittee shall comply with the attached list of roads that have seasonal weight limits, permanent weight limits, height restrictions and bridges that are posted or closed.

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PROCEDURE FOR REVIEW OF SPECIAL HAULING PERMIT AND RUMA APPLICATIONS 1. Non-Divisible one time permit a. Highway Superintendent Reviews application i. Obtains additional information as to proposed route, if needed

• b. Highway Superintendent physically inspects proposed route to determine
• bstacles, hazards and safety issues

c. County Engineer reviews application i. Obtains additional information as to bridges and structures located

• n the proposed route, if needed
• d. County Engineer physically inspects the bridges and structures on the

proposed route. e. Highway Superintendent prepares terms and conditions for permit taking into consideration data provided including mandating an alternate route, days and hours of operation and speed limits. f. Permit is issued 2. Daily Divisible permit for one or more vehicles (general routes around the county) a. Highway Superintendent Reviews application i. Obtains additional information as to proposed routes, if needed

• b. Highway Superintendent physically inspects proposed routes to determine
• bstacles, hazards and safety issues

c. County Engineer reviews application i. Obtains additional information as to bridges and structures located

• n the proposed route, if needed
• d. County Engineer physically inspects the bridges and structures on the

proposed route. e. Highway Superintendent prepares terms and conditions for permit taking into consideration data provided including mandating an alternate route, days and hours of operation and speed limits. f. Permit is issued 3. Road Use Maintenance Agreement a. Highway Superintendent Reviews application i. Obtains additional information as to proposed routes, if needed

• b. Highway Superintendent physically inspects proposed routes to determine
• bstacles, hazards and safety issues

c. County Engineer reviews application i. Obtains additional information as to bridges and structures located

• n the proposed route, if needed
• d. County Engineer physically inspects the bridges and structures on the

proposed route and determines safe load limit for bridges on the route and the likely impact the use of the proposed route by the permitted vehicles will have on the structure e. Highway superintendent determines the likely impact the use of the proposed route by the permitted vehicles will have on the on the road

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surface using single axle equivalent load factor tables and life expectancy

• f the road using projected ESAL’s based on an 18 kip load factor or
• bservation of the present surface and road condition (oil and stone type

roads). f. Highway superintendent prepares terms and conditions for permit taking into consideration data provided including mandating an alternate route, days and hours of operation and speed limits.

• g. Based on impacts to the road surface by the permitted vehicles and the

potential damage to bridges and culverts along the route the Highway superintendent determines the amount of the road maintenance bond, if any.

• h. Permit is issued

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ROAD REPAIR AGREEMENT Between BROOME COUNTY And This Road Repair Agreement ("Agreement"), is made and entered into on this the ____ day, of _____ , 20 ___ . by and between the County of Broome, 60 Hawley Street, Binghamton, New York 13902 ("County") and _______________________________________________("operator") for the repair of County roadways. WHEREAS, Operator is in the business of operating overweight and or oversized vehicles on Broome County Roads; and WHEREAS, use of the roadways by the Operator for the purpose of conducting business may cause damage to the roadways; and WHEREAS, the County and the Operator for the mutual consideration hereinafter stated, desire to enter into this Agreement for Operator to repair said roadways for the duration of the term of this agreement in consideration of the Operator's use of said roadways for the purpose of conducting business. IT IS NOW THEREFORE AGREED THAT: ARTICLE 1. REPAIR OBLIGATION

• 1. Operator shall repair damages caused by Operator or its contractors, subcontractors,

employees, and agents excluding ordinary wear and tear, if any, to roadways that abut any property permitted by the County or appropriate permitting agency and used by the Operator for conducting business. This obligation shall continue during the term of this Agreement, and Operator shall, prior to the termination of this agreement, as provided herein, repair such damages to such roadways excluding

• rdinary wear and tear, if any, to the condition in which such roadways existed prior

to the execution of this Agreement. Operator shall make a video of all such roadways prior to the start of this Agreement and provide a copy to the County Highway Superintendent. Operator shall notify the County Highway Superintendent when business is complete so that the County Highway Superintendent or designee can determine if repairs are required.

• 2. In connection with its obligation to repair said roadways, Operator shall use

materials, of the same or better quality than those utilized to surface and/or repair the roadways prior to execution of this Agreement and in accordance with the current standards specifications of the County. Deviation from the materials

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described herein shall not be permitted without the prior written consent of the County Highway Superintendant. Repairs shall be completed in accordance with standard engineering practices acceptable to the County.

• 3. Operator shall repair the damage to the roadways at its sole cost and expense.
• 4. During the term of this Agreement, Operator shall periodically inspect the roadways

to determine whether or not any damage has occurred as a result of Operator's

• activities. Immediately upon discovering the existence of any such damage to the

roadways, Operator shall undertake to repair and/or remedy same. Upon discovery of damage by the Operator, the Operator will have 48 hours to contact the County Highway Superintendant to work out schedule of repairs. Repairs shall take place within 30 days or immediately if the damage affects the immediate health and safety

• f individuals.

ARTICLE 2. TERM OF AGREEMENT This Agreement shall commence upon the date indicated above and shall continue in full force and effect until Operator has completed and/or permanently discontinued the activities upon the roadways. ARTICLE 3. INSURANCE AND INDEMNITY The Operator shall provide or cause to be provided the insurance described below: In addition to the bond or letter of credit required pursuant to this Agreement and the Broome County Local Law Permanent 5 of 2010, the Operator shall carry a policy or policies of insurance issued by an insurance company or companies authorized to do business in New York. In the event such insurance policy or policies are cancelled, the agreement shall be suspended on such date of cancellation and the Operator’s right to operate under such Agreement shall immediately cease until the Operator files additional insurance as proved herein.

• 1. General Requirements applicable to all policies.

a. The County, its officials, employees, agents and officers shall be endorsed as an “Additional Insured” to all policies except Employers Liability coverage under the Operator’s Workers Compensation policy. b. All policies shall be written

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an

• ccurrence

basis except for Environmental Pollution Liability (Seepage and Pollution coverage) and Excess or Umbrella Liability, which may be on a claims-made basis.

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c. All policies shall be written by an insurer with an A-: VIII or better rating by the most current version of the A.M. Best Key Rating Guide or with such other financially sound insurance carriers acceptable to the County. d. Deductibles shall be listed on the Certificate of Insurance and shall be on a “per occurrence” basis unless otherwise stipulated herein. e. Certificates of Insurance shall be delivered to the County Public Works Department, PO Box 1766, Binghamton NY 13902, evidencing all the required coverage, including endorsements, prior to the issuance of an Agreement/Permit. f. All policies shall be endorsed with a waiver of subrogation providing rights

• f recovery in favor of the County.

g. Any failure on part

• f the County to request required insurance

documentation shall not constitute a waiver of the insurance requirement specified herein. h. Each policy shall be endorsed to provide the County a minimum thirty-day notice of cancellation, non-renewal, and/or material change in policy terms

• r coverage.

A ten days notice shall be acceptable in the even of non- payment of premium. i. During the term of the Agreement, the Operator shall report, in a timely manner, to the Superintendent any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. j. Upon request, certified copies of all insurance policies shall be furnished to the County.

• 2. Standard Commercial General Liability Policy.

This coverage must include premises, operations, blowout or explosion, products, completed operations, sudden and accidental pollution, blanket contractual liability, underground resources damage, broad form property damage, independent contractors protective liability and personal injury. This coverage shall be a minimum Combined Single Limit of $1,000,000 per occurrence for Bodily Injury and Property Damage.

• 3. Excess or Umbrella Liability

$5,000,000 Excess, if the Operator has a stand-alone Environmental Pollution Liability (EPL) policy. $10,000,000 Excess, if the Operator does not have a stand-alone EPL policy. Coverage must include an endorsement for sudden or accidental

• pollution. If Seepage and Pollution coverage is written on a “claims

made” basis, the Operator must maintain continuous coverage and purchase Extended Coverage Period Insurance when necessary.

• 4. Workers Compensation and Employers Liability Insurance

a. Workers Compensation benefits shall by New York Statutory Limits. b. Employers Liability shall be a minimum of $500,000 per accident.

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c. Such coverage shall include a waiver of subrogation in favor of the County and provide coverage in accordance with applicable State and Federal laws.

• 5. Automobile Liability Insurance

a. Combined Single Limit of $1,000,000 per occurrence for Bodily Injury and Property Damage. b. Coverage must include all owned, hired and not-owned automobiles.

• 6. Certificates of Insurance

a. The company must be admitted or approved to do business in the State of New York, unless the coverage is written by a Surplus Lines insurer. b. The insurance set forth by the insurance company must be underwritten on forms that have been approved by the New York State Board of Insurance

• r ISO, or an equivalent policy form acceptable to the County.

c. Sets forth all endorsements and insurance coverage according to requirements and instruction contained herein. d. Shall specifically set forth the notice of cancellation, termination, or change in coverage provisions to the County. All policies shall be endorsed to read “THE POLICY WILL NOT BE CANCELLED OR NON-RENEWED WITHOUT 30 DAYS ADVANCED WRITTEN NOTICE TO THE OWNER AND THE COUNTY EXCEPT WHEN THIS POLICY IS BEING CANCELLED FOR NONPAYMENT OF PREMIUM, IN WHICH CASE 10 DAYS ADVANCE WRITTEN NOTICE IS REQUIRED.” e. Original endorsements affecting coverage required by this section shall be furnished with the certificates of insurance.

• 7. The cancellation of any insurance for the sole purpose of the repair of roadways

will not release the obligation of the Operator to meet all requirements of insurance and bonding under the Broome County Local Law Permanent 5 of 2010.

• 8. Operator shall and hereby does indemnify, defend and save harmless the County,

its officers, agents and employees from all suits, actions or claims of any character, name and description brought for or on account of any injuries or damages received as sustained by an person, persons or property on account of the operations of the Operator, its agents, employees, contractors or subcontractors; or on account of any negligent act of fault of the Operator, its agents, employees, contractors or subcontractors in connection with the obligations under the Road Repair Agreement; and shall pay any judgment, with costs, which may be obtained against the County growing out of such injury or damage. ARTICLE 4. PERFORMANCE BONDS

• 1. Operator, if required by the Broome County Highway Superintendent, shall provide

a performance bond, unless a performance bond has been provided for the issuance

• f Permits under the terms and conditions described in the Broome County Local

Law Permanent 5 of 2010, in an amount not less than the amount necessary to

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repair the roadways, as determined by the Broome County Highway Superintendent.

• 2. Prior to the beginning of any activity pursuant to the issuance of any Agreement

Permit, unless a performance bond has been provided for the issuance of Permits under the terms and conditions described in the Broome County Local Law Permanent 5 of 2010, Operator shall provide the Broome County Highway Superintendent with a security instrument in the form of a bond or an irrevocable letter of credit as follows: a. Bond. A bond shall be executed by a reliable bonding and insurance institution authorized to do business in New York, acceptable to the County. The bond shall become effective

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before the date the Agreement/Permit is issued and shall remain in force and effect for at lease a period of six (6) months after the roadway repair is completed. The Operator shall be listed as principal and the instrument shall run to the County, as obligee, and shall be conditioned that the Operator will comply with the terms and regulations of this Local Law and the County. The

• riginal bond shall be submitted to the Broome County Superintendent and

Broome County Risk Manager. b. Letter of Credit. A letter of credit shall be issued by a reliable bank authorized to do business in New York and shall become effective on or before the date the Agreement/Permit is issued. The letter of credit shall remain in force and effect for at lease a period of six (6) months after the expiration of the Agreement/Permit term. The County shall be authorized to draw upon such letter of credit to recover any fines or penalties assessed under this Local Law. Evidence of the execution of a letter of credit shall be submitted to the Broome County Highway Superintendent submitting an

• riginal signed letter of credit from the banking institution, with a copy of

the same provided to the County. If the Letter of Credit is for a time period less than the life of the Agreement as required by Local Law, Operator agrees to either renew the Letter of Credit or replace the Letter of Credit with a bond in the amount required by the County, on or before 45 days prior to the expiration date of the Letter of Credit. If Operator fails to deliver to the County either the renewal Letter of Credit or replacement bond in the appropriate amount on or before 45 days prior to the expiration date of the Letter of Credit, the County may draw the entire face amount of the attached Letter of Credit to be held by the County as security for Operator’s performance of its obligations under Local Law. c. Whenever the County Highway Superintendent finds that a default has

• ccurred in the performance of any requirement or condition imposed by

this Agreement, a written notice shall be give to Operator. Such notice shall specify the work to be done, the estimated cost and the period of time deemed by the Superintendent to be reasonably necessary for the completion of such work. After receipt of such notice, the Operator shall, within the time therein specified, either cause or require the work to be performed, or failing to do so, shall pay over the County one hundred

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percent (100%) of the actual cost of doing the work as set forth in the notice. d. The County shall be authorized to draw against any irrevocable letter of credit or bond to recover such amount due from Operator. Upon receipt of such monies, the County shall proceed by such mode as deemed convenient to cause the required work to be performed and complete, but no liability shall be incurred other than for the expenditure of said repair. e. In the event Operator does not cause the work to be performed and fails or refuses to pay over to the County the estimated cost of the work to be done as set forth in the notice, or the issuer of the security instrument refuses to honor any draft by the County against the applicable irrevocable letter of credit or bond the County may proceed to obtain compliance and abate the default by way of civil action against Operator, or by criminal action against the Operator, or by both such methods. f. The cancellation of any bond or letter of credit for the sole purpose of the repair of roadways will not release the obligation of the Operator to meet all requirements of insurance and bonding under the Broome County Local

• Law. Any bond required by the Broome County Local Law shall stay in

full force and effect until the terms and conditions set out in the Local Law are met.

• 3. If the cost of completing the repair is an amount of $15,000 or less, as determined

by the Superintendent, cash in the amount necessary to complete the repairs, as determined by the Superintendent, may be deposited with a bank or escrow agent pursuant to an escrow agreement acceptable and approved by the County ensuring completion of the repair. ARTICLE 5 SUPPLEMENTAL TERMS AND CONDITIONS The use by the Operator of Broome County highways pursuant to this Road Maintenance Agreements shall be in accordance with the terms and conditions set forth in the attached Appendix A which terms and conditions are incorporated herein as if fully set forth herein. ARTICLE 6 MISCELLANEOUS PROVISIONS

• 1. Operator understands and agrees that Operator, its employees, servants, agents, and

representatives shall at no time represent themselves to be employees, servants, agents, and/or representatives of the County. The County shall not have any control over the means or methods by which Operator shall perform its obligations

• hereunder. Operator shall furnish all equipment and materials necessary to perform

hereunder and shall at all times be acting as an independent Operator.

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• 2. By entering into this Agreement, the County does not waive, nor shall it be deemed

to waive, any immunity or defense that would otherwise be available to it against claims arising by third parties.

• 3. This Agreement represents the entire agreement between Operator and the County

for repair of roadways and supersedes all prior negotiations, representations, and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by the governing body of the County or those authorized to sign on behalf of the County’s governing body. ARTICLE 7. FORCE MAJEURE Events of Force Majeure shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, government or de facto government action (unless caused by acts or omissions of the party), fires, explosions, rain or other weather delays, floods, strikes, slowdowns or work stoppages. ARTICLE 8. ASSIGNABILITY/CONSENT Except as otherwise provided herein, or except as may be hereafter determined by the parties, no party to this Agreement may sell, assign, or transfer its interest in this Agreement, or any of its right, duties, or obligations hereunder, without the prior written consent of the other party. Whenever the consent or the approval of a party is required herein, such party shall not unreasonably withhold, delay, or deny such consent or approval, Operator may assign this Agreement to any successor entity to whom the applicable Agreement has been assigned upon written notice to the County of said assignment. ARTICLE 9. NOTICE Any notice given by one party to the other in connection with this Agreement shall be in writing and shall be by personal delivery; sent by registered mail or certified mail; or by United States Mail, return receipt requested, postage prepaid; to: COUNTY: County Executive Edwin L. Crawford County Office Building PO Box 1766 Binghamton NY 13902 OPERATOR: _________________________ _________________________ _________________________

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Notice shall be deemed to have been received on the date of receipt as shown on the return receipt or other written evidence of receipt. ARTICLE 10. MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTICLE 11. SAVINGS/SEVERABILITY In the event that any one or more of the provisions hereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not effect the other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. ARTICLE 12. GOVERNING LAW AND VENUE This Agreement shall be construed under and governed by, and in accordance with the laws of the State of New York, and venue for any action arising under the terms and conditions of this Agreement shall lie in the state courts located in Broome County, New York or the United States District Court for the Northern District of New York ARTICLE 13. ENTIRE AGREEMENT This Agreement and the exhibits attached hereto, constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersede any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. No amendment, modification, cancellation or alteration of the terms of this Agreement shall be binding on any party hereto unless the sane is in writing, dated subsequent to the date hereof, and is duly authorized and executed by the parties hereto.

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ARTICLE 14. WAIVER OF T RMS AND CONDITIONS The failure of either party to enforce or insist upon compliance with any of the terms or conditions of this Agreement shall not constitute a general waiver or relinquishment of any such terms or conditions, but the same shall be and remain at all times in full force and effect. ARTICLE 15. CAPTIONS The captions contained in this-Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement. ARTICLE 16. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and constitute one and the same instrument. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the ____ day of _________________, 20__. COUNTY OF BROOME (OPERATOR) By:____________________________ By:____________________________

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STATE OF NEW YORK : : S.S. COUNTY OF BROOME : On the ______ day of ______________________in the year__________ before me, the undersigned, a Notary Public, in and for said state, personally appeared __________________________, personally know to me on the basis of satisfactory evidence to be the individual(s) whose names(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individuals(s) or the person upon behalf of which the individual(s) acted, executed the instrument. ________________________________ Notary Public STATE OF : : S.S. COUNTY OF : On the ______ day of ______________________in the year__________ before me, the undersigned, a Notary Public, in and for said state, personally appeared __________________________, personally know to me on the basis of satisfactory evidence to be the individual(s) whose names(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individuals(s) or the person upon behalf of which the individual(s) acted, executed the instrument. ________________________________ Notary Public

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