NOT FOR PUBLICATION

PER CURIAM.

Plaintiff Pine View Estates, L.L.C., which is a residential land developer, and defendant Brick Township Municipal Utilities Authority, which provides public water and other utility services, dispute their relative responsibilities for the costs of improvements Pine View made to the Authority's water supply infrastructure. After years of negotiations and a prior lawsuit that was settled, Pine View arranged and paid for construction work to expand and enhance a water storage and pumping station of the Authority and to install a water main under the Garden State Parkway. Pine View's objective was to obtain water for its own development, but the scope of the work was expanded at the behest of the Authority to benefit several other developments and properties as well.

After Pine View completed the work, it filed a complaint in the Superior Court, Law Division, alleging that it constructed the "oversized" improvements under protest and that the costs exceeding its own share of the benefits should be reimbursed by the Authority. Pine View also claimed that the Authority improperly charged it water connection fees for its building lots, and it sought a refund of a portion of those fees.

The Law Division dismissed Pine View's claim for the connection fees on the Authority's motion for summary judgment. In its written decision on the summary judgment motion, however, the court stated that Pine View had the right to raise part of that claim again at the time of trial.

The court then held a bench trial to determine responsibility for the costs of the infrastructure improvements. After hearing from competing expert and fact witnesses, the court decided the issue in favor of Pine View. It entered judgment against the Authority requiring that it reimburse $629,103 to Pine View for its costs in constructing the improvements. The issue of the connection fees was not raised again at the time of trial.

The Authority now appeals the court's judgment, and Pine View cross-appeals from denial of its application for pre-judgment interest and from dismissal of its claims for refund of connection fees. Having reviewed the record in light of the parties' legal arguments, we affirm the trial court's judgment in all respects.

I.

Pine View's fifty-acre property is located in Wall Township. The closest public water connection is that of the Authority located in Brick Township. In 1991, Wall Township entered into an Interlocal Service Agreement with the Authority for water service to the subject property and its anticipated development. In 1997, a predecessor of Pine View proposed a 177-unit age-restricted residential development.1 As part of that proposal, the equivalent of three building lots would be dedicated to the Authority for construction of an on-site water tower and booster pumping station. The Authority approved that plan in 1997.

In 1998, however, representatives of the developer and the Authority discussed an alternative plan for providing water service to the development. Instead of an on-site water tower and pumping station, Pine View would upgrade the Authority's existing Alaska Avenue water tank and pumping station. As part of the alternative proposal, the Authority also needed a water main extended across the Garden State Parkway so that it could supply water to other developments, including ones that had not previously been serviced by the Alaska Avenue station.

On January 11, 1999, James Allen, a senior Authority engineer and the "point person" for the Pine View project, sent a letter to Pine View's engineering firm setting forth the scope of improvements that Pine View would have to make to the Alaska Avenue facility under this alternative proposal:

Pine View agreed to Allen's proposed changes to the Alaska Avenue station and also to install a water main under the Parkway.

Over the ensuing months, the Authority added other facility and infrastructure improvements that Pine View would have to undertake to expand the gallons per minute (gpm) capacity of the Alaska Avenue pumping station so that yet additional properties could receive adequate service, including for fire protection. As the negotiations proceeded, however, the Interlocal Service Agreement expired, and the Authority notified Pine View in 2001 that it was no longer obligated to provide water service to Pine View's property. Pine View filed suit against the Authority and other entities to resolve disputes about its rights to water and other utility services. That litigation was settled in 2003 by a stipulation of settlement that was incorporated into a judgment dated October 29, 2003. The settlement and judgment referred to conditions as approved in 1997 for the water supply and other services and also required that the developer "make all revisions to its application and supporting documents as are required and contained" in Allen's January 11, 1999, letter. Specifically, the settlement stated:

In other words, the settlement was for the Authority to provide service to Pine View's property in accordance with the 1997 approved plans as modified by Allen's January 1999 letter for an upgrade of the Alaska Avenue station and a water main crossing the Parkway. Meanwhile, on September 30, 2003, the Authority granted preliminary and conditional approval to Pine View's application in accordance with the terms of the settlement.

Over the next months, the parties corresponded about yet more changes in the plan and additional improvements that Pine View would have to undertake. In 2004 and 2005, attorneys for the parties corresponded regarding allocation of costs incurred for the upgrades. Pine View's attorney took the position that Pine View was "legally responsible for the impact of its development... and not for that of other developments or for existing deficiencies in the [Authority's] system." The Authority's attorney responded that cost-sharing had never been discussed, and he offered Pine View the option to return to the original on-site water tower plan on three of its own lots.

On March 2, 2005, Pine View's attorney wrote:

The Authority reiterated that it did not agree with Pine View's position.

Ultimately, Pine View made the following upgrades to the Alaska Avenue station:

Pine View also installed a twelve-inch water main extending approximately 1500 feet and including a portion enclosed in a casing under the Parkway.

Pine View constructed the infrastructure improvements from November 2005 through March 2007. It then filed suit in August 2007 for reimbursement of part of its costs as well as refund of some of the connection fees it was required to pay for the Authority's water supply.

At the trial, Pine View's engineering expert, Daniel Kelly, P.E., used the 1999 Allen letter as a benchmark. He explained that the improvements actually constructed were the same in concept as those originally proposed in the Allen letter but that the work "was increased in its scale and its size to serve other projects west of the Parkway." The as-built, modified plan required a series of pumps that provided 3720 gpm capacity, which Kelly believed was "almost triple what would have been required under the initial plan." Also, "the check valve was changed to a more sophisticated pressure reducing valve," and the size of the water main crossing under the Parkway was increased. Thus, three primary expansions of the improvements occurred between the initial off-site plan and the modified plan that was actually constructed.

In his 2008 report, Kelly estimated the cost of the initial off-site plan to Pine View at $661,000, and that of the modified expanded plan at $1,455,000. The difference was $794,000, which Kelly estimated was actually an increased cost of about $913,000 to Pine View with the addition of standard fifteen percent "soft costs," such as "engineering, inspection, permit fees, and related costs."

Kelly asserted that improvements mandated by the Authority "are predominately not related to the [Pine View] project but rather to substantive expansion and upgrading of the existing [Authority] system well beyond any level of service that could have been reasonably anticipated at the time that the Settlement Agreement was finalized." He concluded that Pine View incurred additional costs "to design, permit, construct, and place into operation, water facilities largely unrelated to [its own] proposed... development[,]" and that the oversized improvements "will predominately serve, and therefore benefit, others."

Kelly reviewed Pine View's construction documents with six contractors and verified ninety-seven percent of the costs as shown on the invoices. He testified that the actual as-built cost to Pine View was very close to his prior estimate; it totaled $1,456,120. Kelly calculated that the additional cost to Pine View beyond the original plan approved at the time of the 2003 settlement was $914,388.

John Truhan, P.E., testified on behalf of the Authority. His October 22, 2010 report provided a cost analysis of Pine View's water supply project under three alternatives. The first was for the construction of a 200,000 gallon elevated storage tank on Pine View's own property, with a booster station and an eight-inch main, at a cost of $1,250,000. Truhan's second alternative described construction of a 200,000 gallon on-site tank, improvements to the Alaska Avenue station, and construction of a twelve-inch water main and Parkway crossing at a cost of $1,300,000. The third alternative eliminated the 200,000 gallon tank and estimated a cost of $1,250,000 for improvements at the Alaska Avenue station and a twelve-inch Parkway crossing main. Thus, Truhan concluded that Pine View did not incur costs significantly more for the work that it did than the costs of building an on-site water supply facility. The Authority submitted calculations to the court claiming additional costs for oversized upgrades to its infrastructure amounting only to $54,472.75.

The Authority also presented the testimony of Henry Mancini, a real estate consultant. Mancini placed a value of $285,000 on three lots that were not needed for an on-site water facility because the upgrades were done off-site and therefore Pine View retained and could sell the lots. Consequently, the Authority claimed that Pine View actually benefitted monetarily from constructing the off-site improvements.

The trial court issued a written decision after hearing the testimony and reviewing the reports and documents. It accepted Mancini's appraisal of the three building lots, but it credited the testimony and report of Kelly over that of Truhan with respect to the costs of the infrastructure improvements and the benefit to properties other than Pine View's development. The court found that Pine View expended $914,388 more than its pro rata share of the improvements to the Authority's pumping station and infrastructure. It deducted $285,000 for the three building lots Pine View retained and ordered the Authority to reimburse Pine View $629,103.2 The court's decision was memorialized in an order dated June 15, 2011. Through post-trial proceedings, the court issued another written opinion and order that denied prejudgment interest to Pine View.

II.

We affirm the trial court's decisions essentially for the reasons stated in the three, comprehensive written opinions of Judge Vincent Grasso dated August 5, 2010, May 24, 2011, and July 20, 2011. We add the following in acknowledgment of our limited standard of review and to highlight the parties' arguments.

A.

Our scope of appellate review is limited from a trial court's findings of fact following a bench trial. Rova Farms Resort, Inc. v. Investors Ins. Co. of Am., 65 N.J. 474, 484 (1974). We defer to the trial court and may not disturb its factual findings so long as "there is sufficient credible evidence in the record to support the findings." Brunson v. Affinity Fed. Credit Union, 199 N.J. 381, 397 (2009). An appellate court "may not `engage in an independent assessment of the evidence as if it were the court of first instance.'" In re Taylor, 158 N.J. 644, 656 (1999) (quoting State v. Locurto, 157 N.J. 463, 471 (1999)).

Our deferential standard of review, however, does not apply to questions of law upon which the judgment stands. "A trial court's interpretation of the law and the legal consequences that flow from established facts are not entitled to any special deference." Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140 N.J. 366, 378 (1995).

The trial court's August 5, 2010 decision and order addressed the Authority's motion for summary judgment on all claims brought in Pine View's complaint. In reviewing a grant or denial of summary judgment, we apply the same standard under Rule 4:46-2(c) that governs the trial court. See Liberty Surplus Ins. Corp. v. Nowell Amoroso, P.A., 189 N.J. 436, 445-46 (2007). We must "consider whether the competent evidential materials presented, when viewed in the light most favorable to the non-moving party, are sufficient to permit a rational factfinder to resolve the alleged disputed issue in favor of the non-moving party." Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 540 (1995).

Pine View's claim for reimbursement of a portion of its construction costs was based on N.J.S.A. 40:55D-42, which is part of the Municipal Land Use Law, N.J.S.A. 40:55D-1 to-163. The statute3 "provides the boundaries of a public entity's power with respect to off-tract improvements." Toll Bros., Inc. v. Bd. of Chosen Freeholders of the Cnty. of Burlington, 194 N.J. 223, 243-44 (2008). "There must be a consequential relation between the `needs generated by the specific development' and the costs attributable to the developer." Id. at 244 (quoting N.J. Builders Ass'n. v. Bernards Twp., 108 N.J. 223, 228 (1987)). "[T]he apportionment of costs must be fair and equitable." Id. at 246. The Supreme Court stressed that the "fundamental requirement" in apportioning costs "is that the end result must be equitable." Id. at 245 (quoting Divan Builders, Inc. v. Planning Bd. of Wayne, 66 N.J. 582, 599 (1975) (internal quotation marks omitted). "[A]lthough the entire obligation of installing off-tract improvements may, in appropriate circumstances, be imposed on a developer initially, the ultimate cost to the developer is limited to its pro-rata share." Ibid.

The Authority challenges the trial court's calculation of the apportionment of costs for the improvements, and it also contends that Pine View's complaint should have been dismissed in its entirety based on the Authority's affirmative defenses.

B.

In Points I, II, and V of its brief, the Authority contends the trial court erred in declining to dismiss Pine View's complaint under the doctrines of laches, equitable estoppel, and accord and satisfaction.

We reject without extensive discussion, R. 2:11-3(e)(1)(E), the Authority's argument that the 2003 settlement and judgment were an accord and satisfaction that constitute a defense in this case. The oversized improvements that Pine View constructed were far beyond those it agreed to construct in the settlement. The settlement agreement did not address the question of Pine View's right to reimbursement for the costs exceeding its pro rata share of the off-tract improvements as modified after the time of the settlement. Pine View's engineering expert, Kelly, made a calculation based on a comparison of the costs that Pine View would have incurred if it had followed the terms of the settlement in constructing off-site improvements, $661,000, and the costs it actually incurred in constructing the expanded improvements, $1,456,120. The trial court did not award damages to Pine View for costs it had agreed to incur at the time of the 2003 settlement and judgment.

With respect to equitable estoppel and laches, the Authority contends that Pine View's complaint should have been dismissed because: 1) by April 2004, Pine View was aware that it was required to construct "oversized" upgrades; 2) it should have moved at that time to enforce the 2003 settlement terms if it believed that the Authority was not complying with them; 3) the Authority reasonably relied on the terms of the parties' informal agreements for expansion of the system and did not expect that it would have to pay those costs; and 4) by going ahead with the construction work and seeking reimbursement only after the work was finished, Pine View prevented the Authority from reverting to the original on-site plan that required Pine View to dedicate part of its property to construction of water supply facilities.

As an initial matter, we view the March 2, 2005 letter of Pine View's attorney that we previously quoted as a sufficient response in itself to the Authority's assertion of these equitable defenses. The letter expressly reserved Pine View's right to make a claim for reimbursement upon completion of the expanded construction work on the infrastructure.

Moreover, in Divan Builders, supra, 66 N.J. at 603, the Court explained that improvement costs are estimated at the start of a project and "should be redetermined once the improvement is completed to the end that the [developer] will be required to pay his appropriate and only his appropriate share of the cost thereof." Where a dispute arises as to that amount, it "will have to be decided in a judicial proceeding or proceedings." Ibid. Thus, we have "expressly recognize[d] that construction of [an] improvement, under protest, will not necessarily bar a subsequent judicial proceeding to fix the [developer's] appropriate share of the improvement cost." Baltica Constr. Co. v. Planning Bd. of Franklin, 222 N.J.Super. 428, 438 (App. Div. 1988).

Our Supreme Court has defined the doctrine of equitable estoppel as:

The party raising the issue of estoppel carries the burden of proof to demonstrate that its reliance on the other party's conduct was "reasonable and justifiable." Foley Mach. Co. v. Amland Contractors, Inc., 209 N.J.Super. 70, 75 (App. Div. 1986).

Contrary to the Authority's contention, it was not misled by Pine View, which expressly stated it was proceeding under protest and with a reservation of its rights. Moreover, the oversized upgrades benefited the Authority, which needed to expand and improve the Alaska Avenue station whether Pine View undertook that responsibility or not. The upgrades left the Authority with a superior water supply system and the capacity to serve more customers than it could with either the original Alaska Avenue station or the originally-planned improvements in accordance with the 1999 Allen letter. Additionally, the upgrades provided the Authority with a more desirable looped water system.

As the trial court explained, the parties mutually strove to meet their respective goals, expansion of the infrastructure for the Authority and timely completion of its residential development for Pine View. The final decision to move forward with off-site improvements was "a mutual agreement," which ultimately benefited the entire community, in particular, from "a safety perspective" by enhancing the fire water supply system. The trial court concluded, and we agree, that it would not be fair or equitable to invoke the doctrine of estoppel against Pine View under the circumstances of this case.

The doctrine of laches discourages stale claims.4 Gladden v. Bd. of Trs., 171 N.J.Super. 363, 371 (App. Div. 1979). It is "an equitable defense that may be interposed in the absence of the statute of limitations." Lavin v. Bd. of Educ. of Hackensack, 90 N.J. 145, 151 (1982). In other words, where an action "is governed by a statute of limitations...[, it] should be determined on the basis of that statute and not on the basis of the equitable doctrine of laches." Dynasty Bldg. Corp. v. Ackerman, 376 N.J.Super. 280, 288 (App. Div. 2005); see also Fox v. Millman, 210 N.J. 401, 423 (2012) (laches does not extend "broadly to cases governed by statutes of limitations").

The "doctrine is invoked to deny a party enforcement of a known right when the party engages in an inexcusable and unexplained delay in exercising that right to the prejudice of the other party." Knorr v. Smeal, 178 N.J. 169, 180-81 (2003). In addition to harm, factors courts should consider include the "length of the delay, the reasons for the delay, and the `changing conditions of either or both parties during the delay.'" Id. at 181 (quoting Lavin, supra, 90 N.J. at 152). Laches is dependent on the facts of the case and its application is reviewed for an abuse of discretion by the trial court. Mancini v. Twp. of Teaneck, 179 N.J. 425, 436 (2004).

Here, the Authority knew that it was expanding the scope of the improvements beyond the terms of the 2003 settlement. It also knew that Pine View was proceeding under protest. The Authority had ample opportunity to protect itself from any potential or perceived harm. See Binder v. Price Waterhouse & Co., 393 N.J.Super. 304, 314 (App. Div. 2007) (equitable recovery not available where indifference of complaining party contributed to harm). Moreover, as we have stated, the Authority was not harmed because it obtained the benefits of the oversized expansion of its Alaska Avenue pumping station and other parts of its infrastructure.

We conclude the trial court did not err in declining to apply the Authority's equitable defenses to dismiss Pine View's complaint.

C.

In Points IV and IX of the its brief, the Authority contends that Pine View's claim for reimbursement was barred by the time limit imposed by N.J.S.A. 40:55D-42. Under that statute:

Here, Pine View did not make a payment to the Authority for the costs of constructing the improvements. It incurred those costs over a period of more than a year. The trial court found that Pine View commenced construction in November 2005, completing the upgrades in March 2007. It filed its complaint on August 31, 2007.

The Authority contends that N.J.S.A. 40:55D-42 required Pine View to institute legal action within one year of commencing construction of the improvements. It relies on Baltica Constr., supra, 222 N.J. Super. at 440, where a panel of this court stated:

However, since costs may not be known until the construction is finished and the parties have had an opportunity to determine allocation, we think in certain circumstances the completion of construction will be the better trigger date for the one-year limitation period. In Divan, supra, 66 N.J. at 602-03, the Court explained that a subdivider could bring suit prior to installation of improvements when required to pay an estimated amount up front in order to obtain subdivision approval. But reiterating the uncertain nature of such initial estimates, the Court found that the costs "should be redetermined once [an] improvement is completed." Id. at 603. In the event of a dispute regarding the final amount, judicial intervention could be pursued. Ibid.

We conclude the statutory limitation period did not begin to run in this case until March 2007, when Pine View completed the improvements, and it had one year from that time to file this action, which it did.

D.

In Point VIII of its brief, the Authority argues the trial court erred in calculating the damage award. It contends that Pine View only incurred additional expenses of $54,472.75 for the oversized improvements and that amount was more than offset by $285,000 for the value of the building lots preserved by the off-site upgrade of the Alaska Avenue station.

Having heard the competing testimony of the engineering experts, the trial court credited the conclusions of Pine View's expert Kelly over those of the Authority's expert Truhan. The court concluded that "Kelly's approach, which used the Allen letter of January 11, 1999, as a benchmark... was... more reasonable and persuasive" than Truhan's estimates, which were based in part on unrelated 1994 projects.5 Also, Kelly's calculation of the costs of the expanded plan before he reviewed the construction documents matched almost precisely the actual, as-built costs of the project as carried out. The trial court found that fact "highly corroborative of Kelly's expertise and experience with industry standards and construction costs."

On the other hand, the cost estimates for Truhan's three alternatives were similar but, as the trial court stated, "difficult to reconcile" considering that the number of residential units that would be served by the improvements increased from 342 under the original plan to 2974 under the final plan, the domestic water demands increased from 114 gpm to 714 gpm, fire flow demands increased from 1000 gpm to 3000 gpm, and the Alaska Avenue station's capacity increased from 1350 gpm to 3714 gpm.

The trial court credited the testimony of Kelly. We have no reason to reject that credibility determination, which is particularly the province of the trial court to make. See In re Guardianship of D.M.H., 161 N.J. 365, 382 (1999); In re Return of Weapons to J.W.D., 149 N.J. 108, 117 (1997). A trial court's factual findings "are considered binding on appeal when supported by adequate, substantial and credible evidence." Rova Farms, supra, 65 N.J. at 484. Our reviewing function is limited, and factual findings will not be overturned unless "they are so manifestly unsupported by or inconsistent with the competent, relevant and reasonably credible evidence as to offend the interests of justice." Ibid. (quoting Fagliarone v. Twp. of N. Bergen, 78 N.J.Super. 154, 155 (App. Div.) (internal quotation marks omitted), certif. denied, 40 N.J. 221 (1963)). Here, ample evidence supported the trial court's findings as to damages.6

E.

On the cross-appeal, Pine View contends in Point VI of its brief that the trial court erred in granting summary judgment on count two of its complaint seeking reimbursement of overcharged water connection fees. Specifically, Pine View argues that the connection fees should be offset in part by its costs for installation of the Alaska Avenue improvements. Also, Pine View argues that, even if the fees were properly charged, the amount should have been based on the smaller meter size, rather than the larger pipe size of its building lots.

Although the trial court's written decision on summary judgment was inconsistent with its August 5, 2010 order with respect to whether Pine View's second count was dismissed with or without prejudice, we conclude that Pine View waived any claim for an offset of its connection fees by failing to raise that issue at the trial.

The summary judgment record established that the Authority charged a flat initial connection fee, as determined by its schedule of rates, based on the size of the water line from the curb to the meter for each customer. Up to the curb for each building lot, the size of the water line was determined by the Authority, but the developer or township was responsible for the size of the line from the curb to the meter. The size of the meters for its residential units was also chosen by Pine View. Despite installing a one-inch line from the curb to the meter, Pine View opted for 3/4-inch meters. It claimed that the connection fees should have been lower for each lot because the meters would not allow the full water usage by a one-inch line.7

In accordance with its rate schedule, the Authority based the connection fee on the size of the line, not the meter. The trial court concluded that the Authority "satisfied its statutory obligation under N.J.S.A. 40:14B-21(b)" by establishing uniform connection fees for classes of users8 and that a connection fee based on the dimensions of a water service line was not arbitrary, capricious, or unreasonable. We find no error in that conclusion and, therefore, affirm the trial court's grant of summary judgment to the Authority dismissing Pine View's claim for reimbursement based on the size of the water lines and meters.

By its August 5, 2010 written decision, the court dismissed count two of Pine View's complaint but did so "without prejudice" to Pine View's right "to claim an adjustment for such connection fees paid in light of its contributions to the infrastructure at issue in this case." In the court's order, however, which was submitted by counsel for the Authority under the five-day rule, R. 4:42-1(c), the court dismissed count two "with prejudice."

Not only did Pine View fail to object to the form of order when it was presented to the court, it did not raise the question at trial of whether it was entitled to a reduction in its connection fees in light of its contribution to the Authority's infrastructure. That question was dependent on the outcome of the trial, at which Pine View prevailed. By obtaining reimbursement of the costs of the infrastructure improvements that benefited other water customers, Pine View obtained relief and apparently was willing to forego at that time any further claim for reduction of its connection fees.

Finally, after the court's decision was issued, Pine View might have but did not seek a new trial pursuant to Rule 4:49-1(a) on the subject of refund of part of the connection fees it had paid. It raised that issue again for the first time on the cross-appeal before us, apparently in reaction to the Authority's filing of the appeal.

By failing to raise the issue after the summary judgment order, Pine View waived any claim to refund of connection fees.

F.

We reject without extensive discussion Pine View's Point IX, that the trial court erred in calculating the value of the three building lots and deducting that value from the amount of reimbursement the Authority was required to make on the costs of the improvements. The trial court credited the uncontroverted testimony of the Authority's real estate expert, Mancini, that the lots together were valued at $285,000. The lots remained in possession of Pine View and their value could be recouped by development and sale.

We also reject Point VIII of Pine View's brief on the cross-appeal, in which it argues that the trial court abused its discretion in denying prejudgment interest.

"[T]he award of prejudgment interest on contract and equitable claims is based on equitable principles." Cnty. of Essex v. First Union Nat'l Bank, 186 N.J. 46, 61 (2006). In such cases, "[t]he allowance of prejudgment interest is a matter of discretion for the trial court." Ibid. Furthemore, "[w]here the debtor is a governmental agency and interest in the cause is not provided for by statute, particular circumspection in the granting of pre-judgment interest is required and a showing of overriding and compelling equitable reasons must be made in order to justify the award." Bd. of Educ. of Newark v. Levitt, 197 N.J.Super. 239, 244 (App. Div. 1984).

In its third written opinion of July 20, 2011, the trial court pointed out that the dispute over construction of the Pine View development and associated water system upgrades "spanned approximately two decades," and required "extensive and arduous discovery." It also "necessitated the involvement of several municipal bodies and agencies for permits and approvals." Additionally, there was "no evidence that either party engaged in any dilatory tactics or took an unreasonable position in the case." The trial court did not abuse its discretion in denying prejudgment interest to Pine View.

Affirmed.