Water Service Agreement

                                                                      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
                                                ----------------
                                                Wayne Morgan
                                                Vice President- Service Delivery


/s/ Jordan S. Mersky
--------------------
Jordan S. Mersky
Assistant Secretary

(SEAL) MIDDLESEX WATER COMPANY


ATTEST:                                     By: /s/ Dennis W. Doll
                                                ------------------
                                                Dennis W. Doll
                                                President


/s/ Kenneth J. Quinn
--------------------
Secretary

Reference:
Security Exchange Commission - Edgar Database, EX-10 2 ex10.txt, Viewed August 13, 2022, View Source on SEC.