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KEN 281 42 2aaS TO Ss471910 P.p2
JUN 25 281 19:4z FR CITY OF HOBOKE
Pidad De Borcis
SECOND AMENDMENT TO CONTRACT FOR PUBLIC/PRIVATE PARTNERSHIP [Ewes
AND OPERATION, MAINTENANCE AND MANAGEMENT SERVICES FOR. THE" 0)
CITY OF HOBOKEN’S MUNICIPAL WATER SYSTEM
WHEREAS, the City of Hoboken (City) and United Water New. Jersey, formerly known
as Hackensack Water Compény (Contract Partner) and United Water ‘Hoboken, Inc. (United
‘Water Hoboken), formerly known as United Water Mid-Atlantic. also: formerly known as Mid=
Atlantic Utilities Corporation and herein (Mid-Atlantic) ate curently: patties to a Public/Private
Partuership Agreement and Operation, Maintenance and Management Services Agreement for
the City of Hoboken's Municipal Water System, dated May 18, 1994 (the Contract) for the
operation, maintenance and management of the City’s water systera purstiant to and accordance
‘with the provisions NJSA. 40A:31.1 et & seq. and pursuant to said Contract, the Contract
partner took over the operation and maintenance of the City's water: ‘system on July 1, 1994; and
WHEREAS, a Contract Amendment was entered into between the parties in June, 1996
extending the term of said contract through June 30, 2014 (the First Amendment”); and
WHEREAS, itis the mutual desire of the parties to enter ito this Second Amendment to
said Contract to provide for the continued operation and maintenance and management of the
System through June 30, 2024, pursuant to and in accordance with the provisions of N.1S.A,
40A;31+1 et seq. and thereby amend the Contract es set forth herein; and
WHEREAS, the Mayor and City Council of the City has determined thatthe public
health, safety and welfare of the residents of the City can be best protected by entering into this
Amendment to the Coattact to provide for the continued operation, maintenance, and
management of the System as eet forth herein,
NOW THEREFORE, in consideration of the mutual covenants, conditions, and terms
contained herein, the City, the Contract Partner and United Water Hoboken intending to be
legally bound agree to amend certain provisions of the Contract, dated May 18, 1994 and the first,
Amendment thereto, dated, June, 1996 as follows.Wore ees OA PLE MRIURI SD MROCNTLISOMELRL 9 eq nme NO.SSS GeR4
JUN, 25 28@1 10:42 FR CITY OF HOBOKEN 201 42a 2a0g To $9471010 P.03
SECTION 1: TERM
‘The parties agree that the term of the Contract shall be extended to expire on June 30,
2024. In that regerd, Section 2 of the Contract shall be amended to read as follows”
A. The Term of this dgreement shall commeace on July 1, 1994 (the "Commencement
Date"), and, unless earlier terminated in accordance with Section S hereof shall expire
con June 30, 2024, subject to such aunual or other earlier renewal as may be required
___ by Iawand to such renewal as is contemplated in subsection B of this section 2.
B. As of the date of the execution of this Agreement the parties hereto intend to extend
the term of this agreement for one (1) additional ten (10) year senewal commencing
con July 1, 2024 and expiring on Sune 30, 2034, On or prior to the September } preceding,
July 1, 2024, the parties hereto shall commence discussions to renegotiate the provisions
of sections 5, 7, 8, 16, 17 and 19 thereof which shall become effective on the following
July 1. Additionally, the parties shall commence discussions to renegotiate and/or clarify
contract terms thet have proven impractical, ambiguous or unclear. If, on or prior to the
Apzil 1 preceding July 1, 2024, the pattics shell fail to agree upon al ofthe tenias and
conditions of such Agreement which shall become effective on the following July 1,
then unless the parties shall otherwise agree to exxtend the term of this Agreement, this
Agreement shell eutomticelly terminate on the following July 1
SECTION 2: PAYMENT 10 THE CITY
‘On or prior to June 30, 2001, United Water Hoboken will pay to the City Two Million
Seven Hundred Thousand Doliars ($2,700,00.00). Seid peyment to the City shall constitute
partial consideration for United Water Hoboken’s and the Contract Partner’s investment and
‘undertaking as the City’s partner in the public/private partnership venture created hereby anc
oes not convey to United Water Hoboken or the Contract Partner any ownership interest or
leasehold interest in the physical assets of the system,
1n addition to the instant payment of $2,700,000 00 the Contract Fartaer and United
‘Water Hoboken have paid the City « total of $)0,500,000.00 in earlier payments from the
orfginel contract and the First Amendment, as Well as other payments stemming from said ea:lier
Agreementsereeresel = UA HLM sHeCILRCL VD RRGENILELURSLARD 9 7647067 NOSSS pags
JUN 25 20@1 1@:4g FR CITY OF HOBOKEN 281 42@ 208 TO saa7ig1e Pee
SECTION 3: TERMINATION
‘Section 5 of the Contract shall be modified as follows. The formula set fortin section
5(B)4, 5 (C)2, 5(D)2, shall be deleted and replaced with the following formule:
(@+B+Q) XD
8395
= Where: A= The amount paid to the City in
accordance with Section 4 of the
Contract, Section 2 of the First
Aroendiment and Section 2 heteof
orany Amendments thereto,
Where:
‘The unamortized portion, if any, es of
‘The date of termination of this Agreement,
of any advances previously mnde by
i United Water Hoboken and the Contract
| Pertner for System capital improvements
repsits in accordanée with Section 7 of the
Contract, Section 4 of the First Amendment
and Section 4 hereof.
Where: C= The actual cost to the Contratt Partuer of the
modification of the Automatic Meter Reading
i equipment (‘AMR”) as certified to the City in,
| accordance with the provisions of subsection B
of Section 6 of the Contiact, plus the actual cost
of retrofitting the AMR equipment in accordance
‘With Section 5 hereof, which cost is estimate 19 be
$300,000.00,
; Where: De The number of days in the period beginning with the
‘Date of termination of this Agreement and ending
‘with Jume 30, 2024.
i Section 7 of the Contract shall remein in full force and effect until June 30, 2001
‘Thereafter, beginning July 1, 2001, Section 7A and 7B of the Contract shall be superseded and
shall read as follows
}
\
SECTION 4: SYSTEM CAPITAL IMPROVEMENTS AND/OR REPAIRS
:
I
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JUN 25 2991 19:43 FR CITY OF HOBOKEN 21 42@ 2089 TO Ssa7i21e P.e5
A. For the one year period commencing on July 1,2001 and ending June 30, 2002
and for each one year period thereafter commencing on July 1 ofeach year and
ending on June 30 of the following year, the Contract Partner, efter consuhing
with the City and/or its consultants, shall prepare « budget for such period which
sets forth in detail the capital improvements and/or repairs 10 be made to the System
Goting such period. The Contract Parmer shall be obligated to meke and pay for at its
sole cost and expense the first $350,000.00 of the capital improvements and/or repalrs
to be made to the System during each such period 2s set forth in such budget. All
charges made against the Contract Partner's obligation to pay for the first $350,000.00
of the capital improvements and/or repairs to be made to the System during each such
period shall be made at the Contract Partnet’s direct cost of labor, material and overhead,
based upon the formula provided in the Agreement, dated as of May 18, 1994, between
the Contract Partner and United Water Hoboken. The overhead cost charged by United
‘Water Hoboken to the Contract Partner shall be reasonable and shell not exceed the costs
charged by United Water Hoboken to other water utilities for similar services,
B. If for any reason, the Contreet Parmer dots not incur expenditures for System capital
improvements and/or repairs in any one year period which are equal 108350,000.00, then
the Contract Partner's obligation to contibute to the System capitel improvements and/or
vepairs during the next ene j ear period shall be increased to the sum of $350,000.00 plus
the difference between $350,000.00 and the amount aewvally ineured by the Contract
Partner in the preceding one year period. Such carry over shall be for one year only.
Expenditures made in any year shall first be charged against the cuent year requirement
fF $350,000.00. Commencing July 1, 2014 the Capital Improvement Budget shall be
adjusted upward annually by the increase in the CPI. It is the intent of the parties hereto
that the Contract Partner shell have contributed a total of at least $9,500,000.00 for
‘System capital improvements and/or repairs between May 18, 1994 and June 30, 2024. If
for any reason the Contracs Partner’s total contribution for System capital improvements *
and/or repairs by June 30, 2024 is less than $9,500,000.00, the Contract Partner shall pay
to the City difference between $9,500,000.00 and the amount actually contributed by the
Contract Parmer'over the contract term.es/25/2001 = dard «= ALAMPI ARTUR. DARGENIORGUAGLARD + 7647067 NO.5S3 gee7
JUN 25 228! 10:49 FR CITY OF HOBOKEN 201 428 zeeg TO 99471010 P08
SECTION 5: AUTOMATIC METER READING RETROFIT
It is the determination of the City end the Contract Permer thatthe current Automatic
Reading System (“AMR”) requires retrofitting as 2 result of advances in fiberoptic technology,
which has impacted Contract Bartner’s meter roading capability. Thesefore, the Contract Partner
agrees to upgrade the existing system at its cost and expense, estimated to be $300,000 00.
SECTION 6: CAPITAL IMPROVEMENT BUDGET SURPLUS
11is the determination of the City that certain exteaordinary expenses will eceur in 2001
and 2002. specifically improvements to Pier C, which will require main extensions and ether
infiastractue improvements. For all prior periods ending June 30, 2001, the parties have agreed
that there exists a Capital Improvement Budget Surplus of $250,000.00. The partics agree that
notwithstanding any other provision of the Contract, or the First or this Second Amendment
‘thereto, said surplus will be catzied over and applied to the Pier C improvements, or such other
improvements designated by the City to the full pxhaustion of this surplus. Any funds net spent
for said improvements will be carried over until the balance is expended
SECTION 7: RATES, FEES AND CHARGES
Section 17 of the Contract shall remain in full force and effect, including Amendments
‘hereto, This Second Ameniment to the Contract conteraplates no uditional rate increases,
except as otherwise provided for in the Contract and the First Amendment for edpital
‘improvement expenditures beyond the annual capital improvement budget and for the annual
adjustments based on the Consumer Price Index (CPI) for the years 2014 through 2024, (See
Exhibit D).
SECTION 8;
By Agreement dated February 19, 1999, entitied “Water Supply Requirement Between
‘The City of Hoboken and United Water Hoboken, Inc, “authorized ty the City Council by
Resolution of February 17, 1999, the Company agreed to provide the City with water supply at a
rate of $1,500.00 per million gallons through June $0, 2014. Since itis impossible to project the
forure wholesale cost of water further into the contract term, itis agreed by the parties that ifthe
wholesale cost of water to the Company is greater than $1,500.00 per million gallons, the excess
cost will be a pass through to the City begining July 1, 2014 through the contract termination on
Tune 30, 2024.JUN 25 2281 19:49 FR CITY OF HOBOKEN
SECTION 9:
201 428 2008 To sse7iei2 P.a7
Except as amended herein all other provisions of the Contract dated May 18, 1994,
between the City and the Contract Partner and Mid-Atlantic or its successor shall reinain in full
force and effect through the term of said Contract as amended herein
IN WITNESS WHEREOF, the parties have hereunto set their hands and fixed their seals
as of the date below written,
; :
ATTEST: BehajtA G-Po- 0} CITY OF HOBOKEN
Bore
B Gr8r oj
, DATE
ATTBST: ‘UNITED WATER HOBOKEN
|
ae BY: ep
1 DATE. TITLE:, fee: ESIDENT
ATTEST: UNITED WATER HOBOKEN
i —. BY:
Ih
DATE THILE:_
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}
}
201 42a 2989 To ssa71ai¢
JUN 25 2091 19:49 FR CITY OF HOBOKEN
i woaew
‘SECOND AMENDNGNT 20 CONTRACT FOR PUBLIC/PRIVATE
PARTNERSHIP AND OPERATION, MAINTENANCE AND
MANAGEMENT SERVICE FOR THE CLYY OF HOBOKEN'S.
MUNICIPAL WATER SYSTEM.
6/6/0b
Caty Clerk
Passed Third & Final Heering
City Clerk
6/20/01
ax TOTAL PAGE.28