The Authority shall provide and install as part of the system meters or other devices, or provide other means, methods or procedures, for determining the volume of sewage received into the system originating in the territory of Eatontown and the total volume of sewage received into the system, and, in accordance with sound engineering practice, shall ascertain and determine such volumes. From and after the giving of the written notice provided for in § 264-7, the Authority shall make and keep permanent records of such volumes so determined, and shall make such records and the devices or other methods of determining such volumes available to inspection by Eatontown at reasonable times and under reasonable conditions. If and when necessary for determining such volumes or operating such devices or other methods or for proper maintenance or operation of the system, the Authority shall have the right at all reasonable times and under reasonable conditions to enter upon and inspect the local sewerage system and to take normal samples under ordinary operating conditions and make tests, measurements and analyses of sewage or other wastes in, entering or to be discharged into the local sewerage system or the system of the Authority.
A.
The Authority may from time to time make, prescribe, amend and enforce all such rules and regulations as may be reasonably necessary to prohibit or properly regulate or restrict the delivery or discharge into the system of oils, acids, metallic salts, garbage, radioactive or explosive materials or any other substances which, alone or in combination with other substances discharged or existing in the system, are or may reasonably be expected to be substantially injurious or deleterious to the system or to its efficient operation or economical maintenance, or dangerous to the public health or safety. Such of said rules and regulations as the Authority may designate shall apply to operation of the local sewerage system as well as the system of the Authority. All such rules and regulations and any amendments thereof shall take effect as to Eatontown 30 days after a copy thereof shall have been mailed to Eatontown, and, for all purposes of this Agreement, shall be conclusively deemed to have been made in accordance with this article at the expiration of said period of 30 days except as may be provided by any judgment of a court of competent jurisdiction in an action begun by Eatontown within such period.
B.
Eatontown shall cause all sewage or other wastes at any time discharged into the system by it or on its behalf to comply with the said rules and regulations then in effect. Eatontown shall permit no new connections and shall discontinue or require the discontinuance of existing connections to the local sewerage system which allow entrance therein of such sewage or other wastes as will cause the discharge at any time into the system from the local sewerage system of sewage which does not comply with the applicable rules and regulations then in effect.
C.
If a violation by or in the territory of Eatontown of the rules and regulations or the provisions of § 264-7 shall cause any damage or extraordinary expense to the Authority, Eatontown will reimburse the Authority for such damage or extraordinary expense within 30 days after notice from the Authority of the amount thereof.
D.
Notwithstanding and in addition to any other rights of the Authority under this contract, the Authority may refuse to accept into the system sewage originating in the territory of Eatontown when Eatontown is in continuous violation of the rules and regulations or the limitations set forth in § 264-7 if:
(1)
The violation causes extraordinary damage to the system or expense to the Authority, and the Authority has given written notice to Eatontown of the existence of such violation at least twice at thirty-day intervals, and at the expiration of 30 days after the last notice the violation has not been corrected; or
(2)
The violation constitutes an immediate danger to public health or safety.
A.
The Authority shall keep proper books of record and account in which complete and correct entries shall be made of its transactions relating to the system or any part thereof, and which, together with all other books and papers of the Authority, shall at all reasonable times be subject to public inspection. The Authority shall cause its books and accounts to be audited annually as required by the act, and a copy of the report of each such audit so made shall be furnished to Eatontown.
B.
At least 30 days prior to the beginning of each fiscal year, the Authority shall prepare a detailed estimate of its operating expenses for such fiscal year and the allocation of such expenses between the collecting sewers and the main sewer and treatment plant, and within 15 days thereafter shall deliver a copy thereof to Eatontown.
A.
If any payment or part thereof due to the Authority hereunder from Eatontown shall remain unpaid for 30 days following its due date, Eatontown shall be charged with and shall pay to the Authority interest on the amount unpaid from its due date until paid, at the rate of 6% per annum or at any higher rate permitted by law, and the Authority, in its discretion and without thereby releasing Eatontown from any obligation hereunder, may refuse to permit Eatontown to discharge sewage into the system during the period of such default, and, at the expense of Eatontown may shut off from the system, and upon the curing of such default, reconnect, any or all sewerage facilities of Eatontown.
B.
Every obligation assumed by or imposed upon Eatontown by this Agreement shall be enforceable by the Authority by appropriate action in lieu of prerogative writ or otherwise, and the Authority may have and pursue any and all remedies provided by law for the enforcement of such obligation, including any remedies and processes provided by the act.
C.
Failure on the part of the Authority or of any person in any instance or under any circumstances to observe or fully perform any obligation assumed by or imposed upon it by this Agreement or any contract with the Authority, whether arising from a discontinuance of service as in Subsection A next above provided or otherwise arising, shall not make the authority liable in damages to the municipality or relieve Eatontown from making any payment to the Authority or fully performing any other obligation required of it under this Agreement, but Eatontown may have and pursue any and all other remedies provided by law for compelling performance by the Authority or by any person of said obligation assumed by or imposed upon the Authority or such person.
A.
The Authority shall at all times maintain with insurers acceptable to the New Jersey Department of Banking and insurance all such insurance as the Authority deems reasonably necessary to protect the interests of the Authority and Eatontown.
B.
Eatontown shall at all times maintain with insurers acceptable to the New Jersey Department of Banking and Insurance all such insurance as Eatontown deems reasonably necessary to protect the interests of Eatontown and the Authority.
A.
Whenever hereunder the Authority is authorized to give its consent, the Authority, in its discretion, may give or refuse such consent, and if given, may restrict, limit or condition such consent in such manner as it shall deem advisable.
B.
Whenever hereunder the Borough is authorized to give its consent or agreement, such consent or agreement, if given, shall be conclusively evidenced by a copy, certified by its Clerk and under its Seal, of a resolution purporting to have been adopted by its governing body and approved, if necessary, by its Mayor, and purporting to give such consent or agreement. Whenever hereunder Eatontown is authorized to give its consent or agreement, such consent or agreement, if given, shall be conclusively evidenced by a copy, certified by its Secretary and under its Seal, of a resolution purporting to have been adopted by Eatontown or its members and purporting to give such consent or agreement.
Acceptance by the Authority into the system of sewage or other wastes in a volume or at a rate or with characteristics exceeding any limit or restriction provided for by or pursuant to this Agreement in one or more instances or under one or more circumstances shall not constitute a waiver of such limit or restriction or any of the provisions of this Agreement and shall not in any way obligate the Authority thereafter to accept or make provision for sewage or wastes delivered into the system in a volume or at a rate or with characteristics exceeding any such limit or restriction in any other instance or under any other circumstance.
Nothing in this Agreement contained shall be construed to prevent or interfere with the performance by the Authority of its obligations or its exercise of its rights or powers under the act or the service contract, including its rights and powers at any time and in any manner, subject to the provisions of § 264-6, to enlarge, extend, alter, demolish or improve the system or any part thereof.
A.
At any date after five years from the date of this Agreement and after the payment in full of all obligations of the Authority, including its bonds, original or refunding, or both, issued to finance the construction, replacement, maintenance or operation of the system, this Agreement, upon two years' prior notice to the Authority, Eatontown and each participant, may be terminated by:
B.
Unless the Authority shall have commenced the construction of the 1967 Project prior to the giving of the notice hereinafter mentioned, this Agreement may be terminated by the Authority or Eatontown by notice given to the other and to each of the participants during the month of January in the year 1971 or in any subsequent January, and if such notice shall be given as aforesaid, then this Agreement shall, at the expiration of the month of January in which such notice is given, terminate and thereafter have no further force and effect.
The foregoing provisions of this Agreement are in substantially the same form as other agreements into which the Authority has or will enter with customer municipalities (including Eatontown) as follows: the Borough of Eatontown and the Eatontown Sewerage Authority, the Borough of New Shrewsbury, Red Bank, Rumson and Sea Bright, and the Township of Shrewsbury. The within Agreement shall be binding only upon the parties entering into the within Agreement on whose behalf signatures are appended hereto, and this Agreement shall not confer any rights upon any customer or other municipality or public body not a signatory to the within Agreement.
This Agreement shall not be binding upon the Authority until the Boroughs of New Shrewsbury, Red Bank, Rumson and Sea Bright and the Township of Shrewsbury and the Eatontown Sewerage Authority, together with the Borough of Eatontown, have in accordance with law authorized the execution of agreements in substantially the same form as this Agreement and have duly executed the same in accordance with law.
A.
This section shall be applicable only to the agreement entered into by the Authority with the Borough of Sea Bright (hereinafter in this section referred to as "Sea Bright") and the agreement between the Authority and the Borough of Rumson (hereinafter in this section referred to as "Rumson"), which said agreements are in substantially the same form as the within Agreement.
B.
It is understood that sewage originating in Rumson and Sea Bright will enter the system through a common point of connection and the sewage entering the system will be commingled and not identifiable as to its origin. It is therefore agreed that Rumson and Sea Bright shall maintain meters and such other devices as are necessary to determine and record the volume of sewage originating in the territory of Rumson. For all purposes of this Agreement the point where sewage is so determined and recorded shall be deemed to be the point of connection for Rumson; provided, however, that no part of any sewer line between the aforesaid point and the system shall be deemed to be part of the system. The Authority shall have the right to inspect the meters and other devices at said point in accordance with § 264-18.
C.
Within five days after the end of each calendar month beginning with the time when the annual charge is payable in accordance with § 264-14F, Sea Bright and Rumson shall deliver to the Authority a record of the volume of sewage originating in the territory of Rumson for such calendar month as determined and recorded by the aforesaid meters and devices. The volume of sewage received into the system from Sea Bright shall be ascertained by deducting the volume of sewage originating in the territory of Rumson from the total volume of sewage received into the system at the common point of connection. As between the Authority and Sea Bright and as between the Authority and Rumson, the respective volumes of sewage so determined shall be deemed conclusive for the purpose of computing annual charges in accordance with Article IV.
This Agreement may be executed by the parties hereto in any number of counterparts, all of which shall be regarded for all purposes as one original and shall constitute and be but one and the same.