The Mayor and the Town Clerk of the Town of West New York, in the County of Hudson, are hereby authorized and directed to execute a contract with the City of Union City, in the County of Hudson, and the Township of Weehawken, in the County of Hudson, and with the Joint Meeting of the Township of Weehawken, City of Union City and the Town of West New York, in substantially the following form: |
AGREEMENT made this . . . . . . day of . . . . . . . . . . . ., 1950, between the Town of West New York, in the County of Hudson, a municipal corporation of the State of New Jersey (hereinafter called "West New York"), the City of Union City, in the County of Hudson, a municipal corporation in the State of New Jersey (hereinafter called "Union City"), the Township of Weehawken, in the County of Hudson, a municipal corporation in the State of New Jersey (hereinafter called "Weehawken") and the Joint Meeting of the Township of Weehawken, City of Union City and the Town of West New York, formed pursuant to joint contract dated September 7, 1938 (hereinafter called "Joint Meeting") |
WITNESSETH: |
WHEREAS, a joint outlet sewer (hereinafter referred to as "Outlet Sewer"), originally constructed in the year 1891, is situate in Union City, Weehawken, and West New York, passes under the railroad tracks of West Shore Railroad Company in West New York and empties into the Hudson River at a point in West New York; and |
WHEREAS, said Outlet Sewer serves, in addition to a drainage area in West New York, the drainage area in Union City outlined in yellow on the blueprint annexed hereto and made a part hereof marked "Schedule A"_ and the drainage area in Weehawken outlined in red on said "Schedule A"; and |
WHEREAS, by a contract dated September 7, 1938, Union City, Weehawken and West New York formed a Joint Meeting, pursuant to and in accordance with Article 2 of Chapter 63 of Title 40 of the Revised Statutes of New Jersey and thereafter constructed a Joint Outlet Relief Sewer (hereinafter called "Relief Sewer") for the purpose of disposing of the overflow from the Outlet Sewer, the said Relief Sewer discharging into the Hudson River at a point in Weehawken; and |
WHEREAS, a grant and agreement dated July 17, 1939, entered into by and between Union City, West New York, Weehawken, the Joint Meeting, New York State Realty and Terminal Company, New York and Fort Lee Railroad Company, New Jersey Junction Railroad Company, the New York Central Railroad Company and West Shore Railroad Company, (hereinafter referred to as the "Railroad Grant and Agreement"), provided in Part 1 thereof among other things: |
That the West Shore Railroad Company granted to the Joint Outlet Sewer owners the right to continue the use of the existing forty-eight-inch main outlet sewer (being part of the Outlet Sewer above referred to) through and across premises of said West Shore Railroad Company situate in the Town of West New York, until the completion of a new main outlet sewer, but, in no event, for more than 20 years; that the Joint Outlet Sewer owners would, at their own cost and expense, maintain and repair said existing forty-eight-inch main outlet sewer during said period; that when the Joint Outlet Sewer owners notified the West Shore Railroad Company that they were ready to begin the construction of a new main outlet sewer and a sewage disposal plant, the West Shore Railroad would grant and convey to the Joint Outlet Sewer owners the right and easement, terminable only in the event of abandonment as in said agreement provided, to construct, use, maintain, operate, repair, replace and reconstruct said new main outlet sewer and disposal plant across and upon land of the West Shore Railroad in the Town of West New York at about the same location where the present main outlet sewer is situated but approximately 2,000 feet to the north thereof, the disposal plant to be located immediately south of New Ferry Road upon a tract of land comprising approximately two acres in area, the exact location, however, to be determined by the Chief Engineer of the Railroad Companies (said easement agreement being hereinafter referred to as "Disposal Plant Easement Agreement"); and |
WHEREAS, a final decree entered in the former Court of Chancery of New Jersey (now the Superior Court of New Jersey, Chancery Division), at the suit of the Interstate Sanitation Commission, requires the treatment of the sewage emanating from the Outlet Sewer, in accordance with the orders of the Interstate Sanitation Commission and the provisions of the Interstate Compact embodied in Chapters 18 and 19 of Title 32 of the Revised Statutes of New Jersey; and |
WHEREAS, West New York proposes to construct a sewage treatment and disposal plant at which sewage will be treated and disposed of in accordance with the requirements of said Interstate Compact and the rules, regulations and orders of the Interstate Sanitation Commission; and |
WHEREAS, the parties hereto desire to provide in and by this agreement, among other things, for the treatment of sewage emanating from the portion of the Outlet Sewer which is situate in Union City and Weehawken by the West New York sewage treatment and disposal plant; |
NOW THEREFORE, in consideration of the premises and of the mutual covenants and undertakings herein contained, it is covenanted and agreed by and between the parties hereto as follows: |
A.
Article I. Union City and Weehawken and the Joint Meeting agree to convey to West New York, by deed of bargain and sale without covenants, within 20 days after the execution by them of this agreement, all their right, title and interest in, to and under the Disposal Plant Easement Agreement set forth in the second paragraph of Part I of said Railroad Grant and Agreement of July 17, 1939, aforementioned, and the easements and rights therein set forth, West New York agreeing to assume and perform the obligations, if any, of the parties hereto under said Disposal Plant Easement Agreement.
B.
Article II.
(1)
West New York agrees that it will, at its own cost and expense, as herein provided for, construct a sewage treatment and disposal plant and facilities in the Town of West New York in accordance with plans and specifications therefor heretofore prepared by Frank Oleri, engineer, on file in the office of the Town Clerk of West New York, which plans and specifications were approved by the New Jersey State Board of Health on April 17, 1950, together with such work and materials not provided for in the said plans and specifications such as grading, landscaping, fencing and furnishings and equipment necessary to complete said plant both as to its interior and exterior; West New York agreeing that such construction shall be begun within a reasonable time after the execution of this agreement and said sewage treatment and disposal plant shall be completed and ready for operation within a reasonable time after the commencement of the construction thereof. Said sewerage work and facilities shall be maintained, operated and kept in repair by West New York at its own cost and expense, as part of the operating and maintenance costs as hereinafter provided.
(2)
West New York agrees that it will, at its own cost and expense as herein provided for, repair any damages to the existing Outlet Sewer, or any damage for which the Municipalities or the Joint Meeting may be liable under Part 1 of the Railroad Grant and Agreement, caused by or arising from the construction of said sewage treatment and disposal plant and facilities, it being understood and agreed that such cost and expense, less any amounts received by West New York from any insurance company, person, firm or corporation by reason of such damage, shall be included as part of the cost of construction of said sewage treatment plant.
C.
ARTICLE III. West New York agrees that from and after the date when the sewage treatment and disposal plant has been completed and has actually commenced operation, and for the term hereinafter provided for, will receive into its sewerage all sewage emanating from the portion of the Outlet Sewer lying within the geographical limits of Union City and Weehawken, and will treat and dispose of such sewage in and through its said sewage treatment and disposal plant and facilities in such manner as to comply with the aforementioned decree of the former Court of Chancery, the laws of the State of New Jersey and the rules, regulations and orders of the New Jersey State Board of Health, the Interstate Sanitation Commission and any other governmental body having jurisdiction in the premises relating to the treatment of sewage and the discharge of sewage into the Class "B" waters of the Interstate Sanitation District.
D.
ARTICLE IV. The following terms, wherever used or referred to in this agreement, shall have the following respective meanings, unless a different meaning clearly appears from the context:
(1)
"Sewage," as used in this agreement, shall mean sanitary sewage, industrial and trade wastes, stormweather water and any other liquid or substance which customarily and regularly flows through sewers.
(2)
"First period" shall mean the period beginning with the date when the sewage treatment and disposal plant has been completed and has actually commenced operation, and continuing for the balance of that calendar year and for two full calendar years thereafter to December 31 of said second full calendar year.
(3)
"Second period" shall mean the period beginning on January 1 following the end of the first period and continuing for a term of 10 years thereafter. "Third period" shall mean the period beginning on January 1 following the end of the second period and continuing for a term of 10 years thereafter; "fourth period" shall mean the period beginning on January 1 following the end of the third period and continuing for a term of 10 years thereafter; and "fifth period" shall mean the period beginning on January 1 following the end of the fourth period and continuing for a term of 10 years thereafter.
(4)
"Union City drainage area" shall mean the drainage area in Union City outlined in yellow on "Schedule A"[1] ; "Weehawken drainage area" shall mean the drainage area in Weehawken outlined in red on "Schedule A."
[1]
Editor's Note: Schedule A is on file in the town offices.
(5)
"Population of the Union City drainage area" and "population of the Weehawken drainage area" shall mean, as to the first period, the number of people actually residing in said respective drainage areas, as may be agreed upon by the parties hereto or as determined by the United States Census Bureau or, if not available, by a count or census to be made under the joint auspices of Union City, Weehawken and West New York within 30 days after the date when the sewage treatment and disposal plant has been completed and has commenced operation; and as to the second, third, fourth and fifth periods respectively, the number of people actually residing in said respective drainage areas as may be agreed upon by the parties hereto or as determined by the United States Census Bureau or, if not available, by a count or census to be made under the joint auspices of Union City, Weehawken and West New York no earlier than three months nor later than one month prior to the beginning of each such respective period. The expenses of each such census or count shall be paid by West New York as part of the expenses of maintaining and operating its sewage treatment and disposal plant.
(6)
"Population of West New York" shall mean, as to the second period, the number of persons actually residing in West New York as shown by the United States Census made for the year 1950; as to the third period, that number as shown by the United States Census made for the year 1960; as to the fourth period, that number as shown by the United States Census made for the year 1970; and as to the fifth period, that number as shown by the United States Census made for the year 1980.
(7)
Population of areas or municipalities other than the Weehawken drainage area, the Union City drainage area and the Town of West New York, whose sewage is or may be treated in the West New York sewage treatment and disposal plant and facilities, shall be determined, at any time when such determination becomes necessary, by referring to the last preceding published United States Census, unless any of the parties hereto request in writing, at the time such determination becomes necessary, that an actual count or census of the persons actually residing in such other municipality or area be made, in which event such count or census shall forthwith be made under the joint auspices of Union City, Weehawken and West New York and paid for by West New York as part of the expenses of maintaining and operating its sewage treatment and disposal plant.
E.
ARTICLE V. Union City and Weehawken respectively shall pay to West New York, in full payment for all the services to be rendered by West New York hereunder, including without limitation, the receipt, as aforementioned, into its sewerage system of the sewage from the Union City and Weehawken drainage areas and the treatment of said sewage in, and its discharge from, the West New York sewage treatment and disposal works and facilities, the following:
(1)
For such services rendered during the term beginning on the date of the beginning of the first period and ending on December 31 of that year, there shall be paid to West New York on December 31 of that year:
(a)
By Union City, an amount calculated by multiplying the population of the Union City drainage area by $1.45 and multiplying the resulting product by a fraction of which the numerator shall be the number of days between the beginning of the first period and December 31 of that year and the denominator shall be 365.
(b)
By Weehawken, an amount calculated by multiplying the population of the Weehawken drainage area by $1.45 and multiplying the resulting product by a fraction of which the numerator shall be the number of days between the beginning of the first period and December 31 of that year and the denominator shall be 365.
(2)
For such services rendered during each of the two years beginning on January 1 following the date of the beginning of the first period and ending on the last date of the first period, there shall be paid to West New York, on July 1 of each said year:
(3)
For such services rendered during each of the years of the second, third, fourth and fifth periods during which the sewage of the Union City and Weehawken drainage area is being treated by West New York pursuant to this agreement, there shall be paid to West New York on July 1 of each said year:
(a)
By Union City, an amount calculated by multiplying the population of the Union City drainage area applicable to the respective period by the annual rate per person for that period theretofore determined in accordance with the provisions of Article VI hereof.
(b)
By Weehawken, an amount calculated by multiplying the population of the Weehawken drainage area applicable to the respective period by the annual rate per person for the period theretofore determined in accordance with the provisions of Article VI hereof.
(4)
Union City and Weehawken each agrees to include in its annual budgets, appropriations sufficient to pay the annual charges required to be paid by them under this agreement.
F.
ARTICLE VI.
(1)
The annual rate, per person, during the second, third, fourth and fifth periods shall be determined by the parties hereto not later than 30 days nor earlier than 60 days prior to the end of the preceding period and shall be determined by totaling the following annual charges of the West New York sewage treatment plant (hereinafter called the "plant"):
(a)
The annual interest and amortization charges to be paid during the said periods on the bonds issued to finance the construction of the plant, it being the intention of the Town of West New York to pay off the bonds issued to finance the said improvement with a constant annual amount to include amortization and interest over a forty-year period.
(b)
An annual charge for operating and maintaining the plant equal to the average of such actual annual costs during the preceding period; and deducting therefrom the total amount which West New York received or was entitled to receive for treatment, during the last year of the preceding period, of sewage of areas or municipalities, or corporations, firms or persons other than the Weehawken drainage area, the Union City drainage area and the Town of West New York, and dividing the balance by the total of the populations of West New York, of the Weehawken drainage area and of the Union City drainage area.
(2)
For the purpose of this article, operations and maintenance costs shall include the following reasonable costs of operation and maintenance of said West New York sewage treatment plant: salaries of personnel necessarily, actually and exclusively employed in connection with the operation of the plant and keeping of the records thereof; expenditures made for power, chemicals, fuel for heating and incineration, trucking, insurance, plant maintenance and other necessary expenses; making of censuses provided for under this agreement; repair of the Outlet Sewer as hereinafter provided; and taxes lost by West New York on the land to be occupied by the treatment plant, said annual lost taxes to be determined by applying the tax rate of West New York for each year to $15,000 which is for the purpose of this agreement set as the assessed value of said land.
(3)
All records of cost of construction, financing, operating and maintaining said plant shall be made available to, and open to inspection by, the parties hereto.
(4)
If at any time after the determination of the rate for the second or any subsequent period, the West New York plant begins to treat sewage of some municipality, area, person, firm or corporation other than those the income from which was included in making such determination, then and in that event, and within 30 days thereafter, a redetermination shall be made reflecting the additional income which West New York will receive by reason of the treatment of such additional sewage of the annual rate thereafter to be paid by Union City and Weehawken during the balance of the period. If at any time after the determination of the rate for the second or any subsequent period, the West New York plant ceases to treat sewage of some municipality, area, person, firm or corporation, the income from which was included in making such determination, then and in that event, and within 30 days thereafter, a redetermination shall be made reflecting the loss of income to West New York resulting therefrom, of the annual rate thereafter to be paid by Union City and Weehawken during the balance of the period.
(5)
If any dispute or disagreement shall arise among the parties hereto as to the proper rate chargeable under the terms of this Article during the second or any subsequent period or with respect to the reasonableness or propriety of any element of costs included in making such computation of rate, then and in that event, the question of what constitutes a proper annual rate per person under the provisions of this article shall be settled by arbitration in accordance with the laws of the State of New Jersey in the manner following:
(a)
The municipality desiring arbitration hereunder shall serve on the other parties a written notice that it desires arbitration and then, within 15 days after service of such notice, West New York shall appoint one arbitrator and Union City and Weehawken shall appoint one arbitrator. The two so selected shall select a third arbitrator who shall be a licensed professional engineer of the State of New Jersey, and the written decision of the majority shall be final, binding and conclusive and be effective as the annual rate.
(b)
If the selection of any arbitrator shall not be made within 15 days of the time that either West New York on the one hand, or Union City and Weehawken on the other, shall notify the other of the name of the arbitrator selected, then the arbitrator or arbitrators not selected shall be appointed by the Court in the manner provided by the laws of the State of New Jersey.
(c)
The arbitrators shall be at liberty to examine the parties and their witnesses under oath or otherwise and also their books, documents and papers to the extent said arbitrators may require.
(d)
The costs and expenses of any said arbitration shall be paid by West New York as part of the expenses of maintaining and operating the sewage treatment and disposal plant.
G.
ARTICLE VII. It is understood and agreed that the rate to be charged during the term of this agreement for the treatment of sewage of areas or municipalities, or corporations, firms or persons other than the Weehawken drainage area and the Union City drainage area shall be at least 10% higher than the rate applicable to Union City and Weehawken hereunder, for the respective periods.
H.
ARTICLE VIII. From and after the date when the sewage treatment and disposal plant has been completed and has commenced operation, West New York shall, at its own cost and expense, maintain and keep in repair the entire Outlet Sewer, including the portions lying within West New York and those lying within Union City and Weehawken. Such cost of maintenance and repair is to be included as part of the operating and maintenance costs of the West New York sewage treatment plant, as hereinbefore prescribed.
I.
ARTICLE IX. In view of the interest that Union City and Weehawken have in the cost of construction and the subsequent maintenance and operation of the said sewage disposal plant, their duly authorized representatives shall be invited by the Town of West New York to participate in the consideration and determination by the Town of West New York of any matter relating to the cost of construction of the said sewage disposal plant and the maintenance and operation thereof to the end that the same may be properly, adequately and economically constructed and operated for the best interests of the inhabitants of the municipalities to be served by said plant in accordance with law and the order of the Superior Court of the State of New Jersey.
J.
ARTICLE X. In the event that the classification of the waters of the Hudson River into which the outfall of the West New York sewage treatment plant discharges is changed, thus requiring more thorough and expensive treatment of sewage, the rates to be paid by the parties hereto shall be subject to renegotiation among them.
K.
ARTICLE XI. Any expense arising out of any requirement of any federal or state legislation, any rules, regulations, or orders of the Interstate Sanitation Commission, State Department of Health or any other governmental agencies, shall be considered as items in determining the rate pursuant to Article VI.
L.
ARTICLE XII. This agreement for treatment of sewage of the Union City and Weehawken drainage areas by West New York shall continue for a term beginning at the beginning of the first period and ending at the end of the fifth period. Union City and Weehawken shall have the option of continuing the term of this agreement for two terms of 10 years each beyond the end of the fifth period (hereinafter called the "first option period" and "second option period") and said first option shall be deemed to be exercised unless Union City and Weehawken or either of them, at least one year before the end of the fifth period, serve written notice of their intention not to exercise said option, and the second option shall be deemed to be exercised unless Union City and Weehawken or either of them, at least one year before the end of the first option period, serve written notice of their intention not to exercise said option. The rate to be paid by Union City and Weehawken during the option period shall be determined by fixing an annual charge for operating and maintaining the plant equal to the average of such annual costs during the preceding period, and deducting therefrom the total amount which West New York received or was entitled to receive for treatment during the last year of the preceding period of sewage of areas, or municipalities or corporations, firms or persons other than the Weehawken drainage area, the Union City drainage area and the Town of West New York, and dividing the drainage by the totals of the populations of West New York, of the Weehawken drainage area and the Union City drainage area. The provisions of Subsections F(2) through (5) of Article VI herein shall be applicable to said option period. The population of the Union City and Weehawken drainage areas and of West New York is to be determined in the same manner as provided for in Article IV, Subsections D(5) and (6) thereof, except that the dates of the censuses shall be 1990 and 2000.
M.
ARTICLE XIII. It is understood and agreed that from and after the time when the disposal plant is completed and commences operation, and the portion of the Joint Outlet Sewer running under the railroad tracks of the New York Central Railroad Company into the Hudson River is disconnected from the Joint Outlet Sewer and is abandoned, said abandoned portion of the sewer shall be maintained and removed, if required, at the cost and expense of the Joint Outlet Sewer owners; provided, however, that nothing herein contained shall be construed to create an obligation on the part of the Joint Outlet Sewer owners to remove such portion of the Outlet Sewer if, in fact, there is no such obligation.