Ordinance No. 15-14

Introduced: May 28, 2015
Public Hearing: June 22, 2015
Status: Adopted

An ordinance to authorize acquisition of an easement relating to existing sewer mains from the New York Susquehanna and Western Railway Corporation

WHEREAS, Vernon Township is the owner of a municipal sanitary sewer system which is administered and operated by the Vernon Township Municipal Utility Authority;

WHEREAS, the majority of the assets comprising the Vernon Township municipal sanitary sewer system were purchased from United Water in 2012;

WHEREAS, approximately 8,000 linear feet of Vernon Township’s sewer mains run along the railroad tracks owned and operated by the New York Susquehanna and Western Railway Corporation;

WHEREAS, prior to the transfer of ownership in 2012, United Water had been paying the Railway Corporation a yearly license fee of approximately $8,200.00 per year;

WHEREAS, the license agreement between United Water and the Railway contained an escalator clause increasing the cost each year;

WHEREAS, the license fee paid by United Water to the Railway Corporation would continue in perpetuity;

WHEREAS, Vernon Township began to analyze the fair market value of the license as well as investigate other potential structures;

WHEREAS, Vernon Township has been negotiating the purchase of a permanent easement from the Railway Corporation for some time;

WHEREAS, a proposed purchase agreement has been reached where Vernon Township would purchase a permanent easement sufficient to allow the sewer mains to remain in place and allow for future modification, repairs and maintenance;

WHEREAS, the purchase price of the easement is $140,000.00;

WHEREAS, the Township has employed Michael Holenstein of Holenstein and Holzhauer as a consultant to determine the fair market value of the easement;

WHEREAS, Michael Holenstein has recommended the purchase price as very favorable to Vernon Township;

WHEREAS, the Vernon Township Chief Financial Officer has reviewed the proposed purchase and recommends it.

Section 1. NOW, THEREFORE, BE IT ORDAINED by the Vernon Township Council that Vernon Township shall purchase a sewer main easement in the form attached hereto as Exhibit “A” consisting of approximately 8,000 linear feet from the New York Susquehanna and Western Railway Corporation for the price of $140,000.00.

Section 2. Severability
If any section, subsection, clause or phrase of this Ordinance is for any reason held to be unconstitutional or invalid, such decision shall not affect the remaining portions of this Ordinance.

Section 3. Effective date
This Ordinance shall take effect in the time and manner prescribed by law.

GRANT OF EASEMENT

THIS INDENTURE, made this ____ day of _________, 2015, by and between THE NEW YORK, SUSQUEHANNA AND WESTERN RAILWAY CORPORATION, a corporation of the State of New Jersey, having a mailing address of 1 Railroad Avenue, Cooperstown, New York 13326 (“Grantor”), and the TOWNSHIP OF VERNON, NEW JERSEY, having a mailing address of 15 Church Street, Vernon, New Jersey 07642 (“Grantee”).

WHEREAS Grantor entered into a certain License Agreement dated January 1, 2009 with United Water Sewage, Inc., a copy of which is attached hereto as Exhibit A (the License Agreement); and

WHEREAS by Assignment and Assumption of License dated June 27, 2012, the rights and obligations of United Water Sewage, Inc. were assigned to, and assumed by, Grantee; and

WHEREAS Grantor and Grantee wish to convert said License Agreement to an easement upon the terms and conditions set forth herein;

WITNESSETH, that Grantor, in consideration of $ 140,000.00 and other good and valid consideration, receipt of which is hereby acknowledged, and of the mutual covenants and agreements hereinafter set forth, has granted, bargained and sold, and by these presents does grant, bargain and sell unto the Grantee and its successors and assigns, a perpetual and assignable Easements in, on, over, under, within, above, along, through and across the property and lands of Grantor located in the County of Sussex, New Jersey and only as described in the License Agreement (hereinafter referred to as the “Property”), for existing installations and related operation, use, maintenance, repair, replacement, augmentation, modification, enlargement, renewal and removal of the existing facilities and appurtenances described in the License Agreement (hereinafter collectively referred to as the “Facilities”).

IT BEING UNDERSTOOD AND AGREED that the Easement and rights hereby granted, transferred and conveyed shall not unreasonably interfere with Grantor’s continued use of the Property.

IT BEING FURTHER UNDERSTOOD AND AGREED that all of the terms and conditions of said License Agreements shall continue in full force and effect, with the exception that (i) no further payment of annual or recurring license fees as set forth in Paragraph Fifth of the License Agreement shall be required; (ii) the limits of insurance coverage required under Paragraph Seventh of the License Agreement may be adjusted by Grantor no more frequently than once each five years to reflect changes in the Consumer Price Index (or other similar standard) from the last such adjustment; and (iii) Grantor shall have no right to cancel said License Agreement as set forth in Paragraph Ninth of the License Agreement.

TO HAVE AND TO HOLD the aforesaid Easement and rights, unto the said Grantee, its successors and assigns, forever.

The words “Grantor” and “Grantee” used herein shall be construed as if they read “Grantors” and “Grantees,” respectively, whenever the sense of this instrument so requires and whether singular or plural, such words shall be deemed to include at all times and in all cases the heirs, legal representatives or successors and assigns of Grantor and Grantee.

IN WITNESS WHEREOF, the Grantor has caused its corporate seal to be hereunto affixed and these presents to be signed by its duly authorized officer, the day and year first above written.