Exhibit 10
WATER SERVICE AGREEMENT
BETWEEN
MIDDLESEX WATER COMPANY
AND
ELIZABETHTOWN WATER COMPANY
THIS AGREEMENT made this 28th day of February, 2006,
BETWEEN
ELIZABETHTOWN WATER COMPANY, a public utility and corporation organized
under the laws of the State of New Jersey, with its principal office
131 Woodcrest Road, Cherry Hill, County of Camden, State of New Jersey,
hereinafter referred to as "ELIZABETHTOWN,"
AND
MIDDLESEX WATER COMPANY, a public utility and corporation organized
under the laws of the State of New Jersey, with its office 1500 Ronson
Road, Iselin, Woodbridge Township, County of Middlesex, State of New
Jersey,
hereinafter referred to as "MIDDLESEX,"
WHEREAS, MIDDLESEX desires to obtain an additional supply of potable
water for its use and for that of its customers; and
WHEREAS, ELIZABETHTOWN has a Rate Schedule No. 8, "Service to Other
Systems Under Contract," filed under authority of the New Jersey Board of Public
Utilities, and MIDDLESEX desires to obtain a supply of water under that rate
schedule and subject to its provisions, as may be amended and supplemented under
approval of the New Jersey Board of Public Utilities; and
WHEREAS, ELIZABETHTOWN and MIDDLESEX presently have an Agreement for
water supply dated April 28, 1995 as extended by agreement dated December 21,
2005, and the parties desire to have this Agreement supersede the said extended
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, it is agreed by the parties hereto as follows:
1. Effective upon the execution of this Agreement, ELIZABETHTOWN agrees
to sell, deliver and transport to MIDDLESEX 3,000,000 gallons of potable water
per day and MIDDLESEX agrees to accept and pay for a minimum daily quantity of
water in the amount of 3,000,000 gallons per day (MGD) from the water sources
and supplies of ELJZABETHTOWN at the rate set forth in Rate Schedule No. 8,
"Service to Other Systems Under Contract," and subject to its provisions as they
may be amended and supplemented under approval of the New Jersey Board of Public
Utilities.
If available in ELIZABETHTOWN's reasonable determination, ELIZABETHTOWN
will allow MIDDLESEX to take, on an as needed basis, as much water as
ELIZABETHTOWN is capable of providing without affecting the minimum daily
quantity requirement.
2. The initial obligation of both parties to perform in accordance with
the terms and conditions of this contract shall begin upon the date of signing
this contract and expire five (5) years from said date, provided that this
agreement shall renew for additional five (5) year periods unless either party
gives notice to the other no later than one (1) year before the end of the then
current term.
3. All water supplied to MIDDLESEX by ELIZABETHTOWN shall be metered by
meters owned and maintained by ELIZABETHTOWN, at the existing meter station
commonly known as Tingley Lane, and such other locations as may be agreed upon
by the parties.
4. Where the words "daily" is used in this Agreement, it shall refer to
the 24-hour period between daily meter readings. Meter readings shall be taken
daily when feasible, and if not, the meter readings shall be averaged over a
weekly or monthly period to arrive at an average daily quantity of water
delivered.
5. In the event that the total daily quantity of water delivered by
ELIZABETHTOWN exceeds 3,000,000 gallons per day, such excess quantity of water
shall be paid for at the rate set forth in Rate Schedule No. 8, "Service to
Other Systems Under Contract."
6. The parties hereby agree that the agreed upon minimum daily quantity
of water shall not be decreased during the term of this Agreement.
7. All water supplied and delivered to MIDDLESEX pursuant to this
Agreement will comply with all primary Federal and State Safe Drinking Water Act
requirements. ELIZABETHTOWN will provide notice to MIDDLESEX of any violation in
the water supplied to MIDDLESEX of the Maximum Contamination Levels, as required
in the Federal and State Safe Drinking Water Acts. ELIZABETHTOWN will provide to
MIDDLESEX a copy of New Jersey Department of Environmental Protection Safe
Drinking Water Act Water Quality Reports for the ELIZABETHTOWN supply.
8. ELIZABETHTOWN agrees to provide a continuous, regular and
uninterrupted transmission of water, subject to the terms of this Agreement, and
subject further to interruptions by reasons of an Act of God, strike, State or
Municipal interference or other causes beyond its control. In such event,
ELIZABETHTOWN shall not be liable to MIDDLESEX for damages by reason of
interruptions in supply of water to MIDDLESEX or its customers as a result of
such interruptions unless the same arises out of any gross negligence, breach of
warranty or other breach of duty by ELIZABETHTOWN.
ELIZABETHTOWN agrees to excuse payment obligations of MIDDLESEX if, by
reason of an Act of God, strike, State or Municipal interference or other causes
outside either party's control, there is a disruption of water being transmitted
to MIDDLESEX by ELIZABETHTOWN.
9. MIDDLESEX shall completely indemnify, protect and save harmless
ELIZABETHTOWN from any and all costs, expenses, including legal fees,
liabilities, losses, claims, suits and proceedings of whatsoever nature arising
out of any negligence, breach of warranty or other breach of duty by MIDDLESEX
in relation to the obligations contained herein.
10. ELIZABETHTOWN shall completely indemnify, protect and save harmless
MIDDLESEX from any and all costs, expenses, including legal fees, liabilities,
losses, claims, suits and proceedings of whatsoever nature arising out of any
negligence, breach of warranty or other breach of duty by ELIZABETHTOWN in
relation to the obligations contained herein.
11. ELIZABETHTOWN and MIDDLESEX hereby release the other from all
claims, liability and performance under the aforesaid contract dated April 28,
1995 as extended by agreement on December 21, 2005, unless such claims or
liability shall have accrued by the effective date of this Agreement.
12. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New Jersey.
13. This Agreement shall be filed with the Board of Public Utilities of
the State of New Jersey and approved by the Department of Environmental
Protection of the State of New Jersey, as required.
IN WITNESS WHEREOF, the ELIZABETHTOWN WATER COMPANY has caused these
presents to be signed by its Vice President and its corporate seal to be affixed
hereto and attested by its Secretary, and the MIDDLESEX WATER COMPANY, in the
County of Middlesex, has caused these presents to be signed by its President and
its corporate seal to be affixed hereto and attested by its Secretary, the day
and year first written above.
(SEAL) ELIZABETHTOWN WATER COMPANY
ATTEST: By: /s/ Wayne Morgan
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Wayne Morgan
Vice President- Service Delivery
/s/ Jordan S. Mersky
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Jordan S. Mersky
Assistant Secretary
(SEAL) MIDDLESEX WATER COMPANY
ATTEST: By: /s/ Dennis W. Doll
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Dennis W. Doll
President
/s/ Kenneth J. Quinn
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Secretary