Exhibit 10.1
AGREEMENT
FOR A SUPPLY OF WATER
BY
MIDDLESEX WATER COMPANY
TO THE
BOROUGH OF HIGHLAND PARK
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Dated as of January 1, 2006
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This Agreement (hereinafter referred to as the "Agreement") made as of
this 1st day of January 2006 between:
MIDDLESEX WATER COMPANY, a public utility and corporation
organized under the laws of the State of New Jersey, with
offices at 0000 Xxxxxx Xxxx, Xxxxxx, Xxx Xxxxxx (hereinafter
referred to as "Middlesex"),
and the
BOROUGH OF HIGHLAND PARK, a municipal corporation of the State
of New Jersey (hereinafter referred to as "Highland Park").
W I T N E S S E T H:
WHEREAS, Middlesex owns and operates a public water supply system; and
WHEREAS, Highland Park has requested that Middlesex provide it with
additional supplies of water for private and public use; and
WHEREAS, the parties intend that their Agreement for a Supply of Water,
dated as of October 24, 1995, as amended, is to be superseded by this new
Agreement;
Now therefore, in consideration of the premises and of the mutual
covenants herein contained, the parties agree that:
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1. Supply of Water.
Middlesex agrees to supply Highland Park with water upon the terms and
conditions set forth herein.
2. Term.
This Agreement shall be binding upon execution by both parties. Service
under this Agreement shall begin on or about January 1, 2006, and service under
this Agreement shall terminate on December 31, 2016. However, the terms of the
Agreement shall remain in effect after December 31, 2016 unless written notice
of intention to terminate the Agreement is given by either party at least thirty
(30) days prior to the end of such period. In the event that such notice has not
been given, the Agreement shall remain in effect until the earlier of (a)
renewal or modification of the Agreement by consent of both parties, or (b) a
date no less than ninety (90) days after the date that either party provides
written notification of termination.
3. Rate.
Highland Park shall pay for water delivered pursuant hereto at the rate
of $1,476.72 per million gallons according to Rate Schedule No. 5 or as said
rate may be changed from time to time with the approval of the Board of Public
Utilities of the State of New Jersey, or its successor agency, as required by
law (hereinafter referred to as the "Contract Rate").
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4. Meter Stations/Delivery System.
Water to be supplied by Middlesex hereunder shall be delivered to
Highland Park through existing interconnections in Suttons Lane in Edison
adjacent to the railroad right of way, at Middlesex's Treatment Plant in Edison,
and through such other points of delivery as may be agreed to from time to time
by the parties (hereinafter referred to as the "Meter Stations"). The parties
agree that Middlesex may install one or more additional interconnections on a
large diameter transmission main (anticipated to be 36 or 42 inches in diameter)
planned for future construction by Middlesex and extending from Middlesex's
Treatment Plant in Edison, through the Borough of Highland Park, to a
transmission main or other facilities of Middlesex. Any additional
interconnections with the Borough of Highland Park would be installed by mutual
agreement. The general route for the Transmission Main is shown on Exhibit A.
(Said transmission main is hereinafter referred to as the "SRB Transmission
Main" or the "Transmission Main".) The SRB Transmission Main may be constructed
in phases.
The parties agree that Middlesex may proceed when it deems necessary
with the construction of the SRB Transmission Main. The construction of the SRB
Transmission Main and any service connections (and meter xxxxxxxx) related to
the SRB Transmission Main shall be at the sole cost of Middlesex. Highland Park
agrees to cooperate and act in good faith in connection therewith and in
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providing and obtaining necessary or desirable governmental approvals,
authorizations, rights of way and other actions. Highland Park agrees to grant
to Middlesex or to acquire for Middlesex, by purchase, condemnation, exchange or
otherwise, to the extent legally authorized, all lands, and/or easements in
Highland Park as are necessary or convenient for Middlesex's construction and
use of the SRB Transmission Main, and for any other mains, pipelines and
appurtenances necessary or convenient for water service to Highland Park with
all costs borne by Middlesex. Middlesex agrees to comply with reasonable
requirements of Highland Park for pavement and property restoration.
5. Meters, Services and Other Appurtenances.
Middlesex shall furnish, install and maintain at its own cost such
service connections and meters as agreed upon by both parties for connection to
Highland Park's water distribution system. The meters and service pipes shall
remain the property of Middlesex. Highland Park shall furnish, install and
maintain at its own cost all other piping, fittings, valves, meter pits or
vaults and appurtenances necessary to take water from Middlesex.
6. Exclusive Supplier.
The parties agree that during the term of this Agreement, Middlesex
shall be Highland Park's sole supplier of water. Except as provided in this
paragraph, Highland Park shall not purchase water from any other supplier in the
normal course of business. Highland Park shall have the right to purchase water
from
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other sources in the event of an emergency or during any periods of time that
Middlesex is unable to supply water as provided in this Agreement.
7. Minimum Payment Obligation.
Highland Park shall be obligated to pay for the Daily Minimum quantity
of water. "Daily Minimum" shall mean either (a) one million two hundred thousand
(1.2 mgd) gallons of water a day, or (b) such greater amount as may be
established under paragraph 8 of this Agreement.
All water taken in any 24-hour period in excess of the Daily Minimum
shall be paid for at the Contract Rate.
8. Increase in Minimum Payment Obligation.
The total daily quantity of water taken by Highland Park at the Meter
Stations may exceed the Daily Minimum by up to 100% on a 24-hour basis without
affecting the minimum payment obligation.
The quantity of water supplied in the peak hour multiplied by 24 may
exceed the Daily Minimum by 200% without affecting the minimum payment
obligation.
If either the quantity of water taken in a 24-hour period shall exceed
the Daily Minimum by more than 100% or if the maximum hourly flow multiplied by
24 shall exceed the Daily Minimum by more than 200%, the Daily Minimum will be
increased to the greater of: (a) one-half of the daily quantity of water
supplied in the 24-hour period; or (b) one-third of the quantity supplied in the
peak hour
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multiplied by 24. (For example, an existing Daily Minimum of 1.2 million gallons
per day ("mgd") will be increased if the quantity of water taken in any 24-hour
period exceeds 2.4 mgd, or if the quantity of water taken in any peak hour
multiplied by 24 exceeds 3.6 mgd.)
In no instance, and under no conditions, shall the daily quantity of
water supplied and purchased under this Agreement exceed 4.0 million gallons,
nor shall the maximum hourly flow multiplied by 24 exceed 5.0 million gallons
per day.
Any increased Daily Minimum payment obligation shall continue in effect
for 12 months unless increased again by an overrun. After this 12-month period
with the higher Daily Minimum in effect, the Daily Minimum shall revert to the
next lower minimum incurred during the four months preceding the end of such
12-month period and that amount shall continue as the Daily Minimum for 12
months unless increased again by an overrun.
9. Combined Charge.
The Daily Minimum payment obligation shall be determined on the basis
of the combined total daily quantity of water supplied through all the Meter
Stations.
10. Definitions.
Where the words "daily" or "24-hours" are used in this contract, they
shall refer to the 24-hour period between the daily meter readings.
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11. Exceptions for Emergencies.
The Daily Minimum payment obligation shall not be affected in the event
that the amount of water supplied to Highland Park exceeds the daily or hourly
limitations established herein for not more than 24 hours in case of fire or
main break emergencies and for not more than five days in the case of other
catastrophes requiring an emergency supply of water, provided Middlesex is
promptly notified that any such emergency exists.
12. Meter Readings.
Middlesex will read the meters daily for all water supplied to Highland
Park at each connection then in operation.
13. Excused Performance.
Middlesex agrees to provide a continuous, regular and uninterrupted
supply of water, subject to interruptions by reasons of acts of God, accident,
strike, legal process, State or municipal interference or other cause beyond its
control, but shall not be liable for damages to Highland Park by reasons of
inadequate pressure or volume or failure to provide water for any cause
whatever.
14. Indemnification/Limitation of Liability.
Highland Park shall completely indemnify, protect and save harmless
Middlesex from any and all costs, expenses, liability, losses, claims, suits and
proceedings of any nature whatsoever arising out of the water service by
Highland Park. However, as to claims involving water quality, the within Article
is intended
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not to apply to water until after it is delivered to Highland Park's system,
i.e. after water is supplied through the Meter Stations referred to in Article
4.
Middlesex shall completely indemnify, protect and save harmless
Highland Park from all costs, expenses, liability, losses, claims, suits and
proceedings of any nature whatsoever arising out of any negligence of Middlesex.
Notwithstanding anything herein to the contrary, Middlesex's aggregate
liability to Highland Park arising out of or in connection with this Agreement
shall not exceed an amount equal to one year's gross revenues required to be
paid by Highland Park to Middlesex based upon the Daily Minimum in effect at the
time of the occurrence giving rise to the liability, and Highland Park hereby
releases Middlesex from any liability in excess thereof. This paragraph is not
intended to limit Middlesex's liability to third parties.
15. Regulatory Approvals.
If required by law, this Agreement shall be filed with and subject to
approval by the Board of Public Utilities of the State of New Jersey and the
Department of Environmental Protection of the State of New Jersey.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first written above.
MIDDLESEX WATER COMPANY
ATTEST:
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Vice President, General Counsel,
Secretary and Treasurer
BOROUGH OF HIGHLAND PARK
ATTEST:
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Mayor
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Borough Clerk
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