pinto benefits agreement: pinto benefits, host community suffers

7/28/2019 Pinto Benefits Agreement: Pinto Benefits, Host Community Suffers

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I AY ;' ~Ayl ABSTA INE D I ABSENT Ip, F IDUCC IA V~ Ip, L IC ATA 1/,/B , MASOP US T v/'l. C IMA L .- VM A Y O R S C H R IE K S 1 . V

RESOLUTiON NUMBER 13-17BOROUGH OF LODI

Bergen County, New .J erseyRESOLUTION APPROViNG THE EXECUTION OF AHOST COMMUNITY BENEFITS AGREEMENT BETWEEN ,THE BOROUGH OF LOOt AND NATIONAL TRANSFER, INC.

WHEREAS, National Transfer, Inc. has operated a solid waste transfer stationfacility at the 445 South Main Street, Lodi, New J ersey since 1976; andWHEREAS, National Transfer, Inc. has in the past obtained a revised permitissued by the New J ersey Department of Environmental Protection authorizing, amongother things, an increase in the permitted daily tonnage of solid waste that may be

processed at the subject solid waste facility and acknowledges that adherence to theterms herein is an integral element in preventing any adverse secondary effects suchincrease could otherwise have, on the community, and 'WHEREAS, pursuant to N. J .S.A. 13:1E-28.1, the municipality within which a,solid waste transfer station facility is located may enter into a benefit agreement with theoperator of the solid waste transfer station facility under the terms of which the Boroughand its residents would obtain certain benefits as a host community; and 'WHEREAS, it is in the best interests of the Borough and its residents to receive anappropriate rate of compensation for the burden and inconvenience caused by theoperation of a solid waste transfer facility and to strictly regulate its operation, intensity,

size and hours of operation so as to minimize the secondary adverse consequenceswhich would otherwise result from such a use; andWHEREAS, in light of the foregoing, the Mayor and Council of.the Borough of,Lodi are desirous of availing itself of economic benefits to be paid by National Transfer,Inc. to the Borough of Lodi in the manner set forth in the attached form of HostCommunity Economic Benefits Agreement, as negotiated by the Borough Manaqer; andNOW, THEREFORE, BE iT RESOLVED that the Mayor shall be and is herebyauthorized to execute a Host Community Economic Benefits Agreements with NationalTransfer, Inc. in the form attached hereto.

' f - I J - . -Adopted thisLay of __ . : : ) _ a .. :: .. . :. . / ' l . : . .. . :L l .. - = ( L = ~ " ' - f - _ _ ,201 ~.tr~ ATTESTDehra A. Ciliento, Municipal Clerk

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HOST COMMUNITY BENEFIT AGREEMENTTHIS AGREEMENT, made as of the 1st day of J anuary, 2013, by and between theBOROUGH OF LODI, a corporate body politic of the State of New J ersey, with principaladministrative offices located at One Memorial Drive, in the Borough of Lodi, County ofBergen, State of New J ersey (hereinafter referred as the IIBOROUGHII) and NATIONALTRANSFER, INC., with its principal offices at 95 Route 46, in the Borough of Lodl,County of Bergen, State of New J ersey (hereinafter referred to as ("NATIONALII)

WITNESSETH:WHEREAS, NATIONAL is currently the holder of a Certificate of PublicConvenience and Necessity issued by the State of New J ersey Board of HequlatoryCommissioners for the operation of a solid waste transfer station on premises locatedat 445 North Main Street, in the Borough of Lodi, County of Bergen, State of NewJ ersey, a copy of which is appended hereto; andWHEREAS, NATIONAL is the holder of an approved Engineering Design andCertificate as amended, issued to it by the Department of Environmental Protection ofthe State of New J ersey; andWHEREAS, NATIONAL is a designated solid waste facility included within theBergen County Solid Waste Management Plan as required by New J ersey Statutesauthorizing collection and payment of the Host Community Benefit (N.J .S.A. 13:1E-4);andWHEREAS, NATIONAL has operated a transfer station at the location hereindescribed since 1976; and .WHEREAS, pursuantto N.J .S.A. 13:1E-28.1, the parties hereto desire to enterinto a benefit agreement under the terms of which the BOROUGH and its residentswould obtain certain benefits as a host community; and .WHEREAS, NATIONAL has obtained a revised permit issued by the New J erseyDepartment of Environmental Protection authorizing, among other things, an increase inthe.permitted daily tonnage of solid waste that may be processed at the subject solidwaste facility and acknowledges that adherence to the terms herein is an integralelement in preventing any adverse secondary effects such increase might otherwisehave on the community; and .WHEREAS, the parties hereto recognize and acknowledge that the contractualcontrol of the intensity of its intended operation is an integral part of this agreement andeach has expressed its intention to honor and abide by the terms herein;. . . .~,

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NOW, THEREFORE, for and in consideration of the mutual .covenants of theparties hereto, they do agree as follows:1. DefinitionsFor all purposes of this Agreement, the tollowinq terrninology and definitions shallapply:

(a) DEP or NJ DEP - means the Department of Environmental Protection ofthe State of New J ersey.(b) Solid Waste -rneans include aI/ waste as defined by NJ DEP and which ispermitted to be processed, stored and/or transported by licensed transferstations in the State of New J ersey. Statutory definitions as set forth in,N.J .S.A. 13: IE-3 are incorporated by reference hereto. Solid waste shallincluded recyclable materials co-mingled with solid waste when deliveredto facility. '(c) Processing - means the actions of a licensed transfer station in acceptingcommingled solid waste and/or commingled or other recyclables andreducing same in size prior to its being transported to' approved disposalsites after extraction of all recyclable materials and/or constructiondemolition debris.(d), Uncontrollable Circumstance - Those acts or events that have had, ormay reasonably be expected to have, a material adverse affect uponNATIONAL and its ability to perform its obligations underthisAqreernent,if such acts or events are beyond the control of NATIONAL. Such acts orevents shall include, but are not limited to, the followlnq:

(I) An Act of God (except normal weather conditions for the BergenCounty geographic area)", epidemic, landslide, lightning,earthquake, explosion, fire or similar. occurrence, an act of public,enemy, war, blockade, insurrection, riot, general arrest or restraintof government and people, Givildisobedience or similar occurrence;(ii) The entry of an injunctive or a restraining order or judgment of anyfederal, state or local court, administrative agency or ,governmentaloffice or body, if such order or judgment is notthe result of thenegligent or willful act, or failure to act, of NATIONAL. The

contesting in good faith of any order or judgment shall notconstitute or be construed as a willfu.l or negligent act;(iii) Any strike, work slowdown or stoppage, lockout or similardisturbance affecting NATIONAL'S contractors, and;' ,

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(iv) A change in law rendering NATIONAL'S compliance with itsobligations hereunder a violation of said law.(v) A significant change in the law that prevents or prohibitsNATIONAL from compliance with this Agreement.

PaymentNATIONAL agrees to pay to the BOROUGH, in accordance with N.J .S.A. 13:1 E-1, et seq, a Host Community Benefit fee upon the following terms:2 .

(b)

(a) Subject to the exemptions provided in accordance with paragraph2(b)hereof, $1.00 per ton for each ton of solid waste accepted for processingat NATIONAL'S solid waste transfer station throughout the term of thisagreement and any extension period hereof, provided, however, that inthe event that the BOROUGH fails to deliver 100% of the commercial andresidentially generated solid waste generated within the BOROUGH whichis collected by the BOROUGH through its solid waste collection vendorduring such agreement period, then and in that event, NATIONAL shall beobligated to pay, as a Host Community Benefits to the BOROUGH, nomore than the minimum monetary host community benefits as required byState law, which is currently $.50 per ton, in accordance witIitheprovision of the New J ersey Solid Waste Management Act, N..J .S.A.13: 1E-1 et seq.. Said host Community Fee shall be paid as per the termsof Paragraph 3 herein. In the event that solid waste generated within theBOROUGH which is collected by the BOROUGH through its solid wastecollection vendor is directed to NATIONAL for processing and disposal,but is turned away by NATIONAL due to timeliness of the delivery ofsame, such event shall not constitute an event triggering the reversion ofthe host community benefits payable to the BOROUGH from ONEDOLLAR ($1.00) to FIFTY CENTS ($.50). .NATIONAL shall not be required to pay a Host Community Benefit for anysolid waste for which it is prohibited by any applicable federal or state law,rule or regulation from paying a Host Community Benefit. Further,NATIONAL shall not be required to pay a Host Community Benefit for anysolid waste delivered to NATIONAL for processing and disposal by theBOROUGH or the BOROUGH'S solid waste collection vendor. Nothingcontained in this Agreement shall obligate NATIONAL to.pay anyminimum or fixed amount to the BOROUGH. All amounts to be paid arelimited to the actual tonnage received by NATIONAL as calculated as ofthe time of the in-bound scaling of the same.

3. Manner of Payment-Statement and TimingNATIONAL shall provide the BOROUGH with a certified quarterly statement asto its activities at the site for the preceding three month period, beginning with thecompletion of the first quarter of year 2013. Such statement shall be as described

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herein. Payment for the tonnage for each quarterly period following thecommencement of the term of the within Agreement, as'supported by thequarterly report submitted by NATIONAL, and shall be paid by NATIONAL to theBOROUGH within 15 days of the end of each quarterly period. Thereafter, andfor the duration of this Agreement or any extension of same, NATIONAL agreesto provide the BOROUGH with a certified statement setting forth the quantity ofsolid waste processed from all solid waste generators during the prior quarterlyperiod and the solld waste processed from outside Bergen County. NATIONALshall provide to the BOROUGH a copy of its quarterly facility report filed with theNJ DEP. In the event that NATIONAL fails to make Host Community' Benefits Feepayments in a timely manner, interest shall be imposed by the BOROUGHagainst any outstanding and/or untimely paid Host Community Benefits Fees inthe amount of 1-1/2% per month on any such outstanding or untimely balance,which interest shall accrue as of the '16th day following the end of the precedingquarterly period, and shall compound monthly.

4. Modification of Financial Benefits.This Agreement has been entered into by the parties based Liponthe currentstatus of the law, and the current status of all requlations as well as the amountof host benefit fee which is generally being paid by private transfer. stations ofsimilar capacity in Bergen and Passaic Counties. Accordingly, the parties furtheragree that:(a) Should there be a significant change in the law and/or regulations thatmaterially and substantially impact the above-known conditions,NATIONAL shall notify the BOROUGH of the said condition, 'its likelyimpact, and to the extent NATIONAL is seeking to modify the HostCommunity Benefit, the nature of any such modification and the manner in

which it was determined. NATIONAL and the BOROUGH shall enter intogood faith negotiations to resolve any significant rnodlfication that mayimpact upon the economic benefits being paid to the BOROUGH. To theextent that NATIONAL and the BOROUGH are unable to reach anagreement in such regard, the dispute shall be submitted to Arbitration inaccordance with paragraph is of this Agreement. During the pendency ofany such dispute or Arbitration proceeding, the economic benefits beingpaid to the BOROUGH by NATIONAL shall remain in place, however, theBOROUGH shall escrow the disputed portion pending a final resolution ordetermination by the arbitrator in accordance with the terms. of thisagreement.5. Additional Community Benefits:

(a) Preferred Tipping Fee. In addition to the economic benefit to theBOROUGH as provided above, NATIONAL agrees that it shall accept fortransfer and disposal, commercial and residential municipally-generatedNJ DEP type 10 solid waste generated from within the boundaries of the

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BOROUGH and delivered to NATIONAL for processing and disposal bythe BOROUGH or BOROUGH'S solid waste collection vendor at the rateto be paid by the BOROUGH of $73.00 perton (inclusive. of all state taxes,including state recycling taxes and any.applicable host community fees)throughout the term of this Agreement. No later than sixty (60.) days priorto the expiration of the three-year period provided for herein, the partiesmay agree to negotiate an extension of this agreement. In the event thatthe parties agree to negotiate an extension of this Agreement, NATIONALshall provide the BOROUGH with its proposed tipping fee for the disposalof solid Waste delivered to NATIONAL for processing and disposal by the,BOROUGH or the BOROUGH'S solid waste collection vendor withinseven (7) days of the BOROUGH'S notification to NATIONAL of itsdetermination to enter into negotiations to seek an extension' of the withinagreement. The BOROUGH shall advise NATIONAL within twenty one(21) days of its receipt of NATIONAL'S proposed tipping fee for theextension period whether the BOROUGH shall continue to deliver its solidwaste to NATIONAL for processing and disposal durlnq such negotiationperiod. Subject to the terms and conditions set forth at paragraph 2(a)hereof, nothing herein shall require BOROUGH to have its waste disposedof at NATIONAL'S facility during the negotiation period, which negotiationperiod is defined as the period subsequent 'to the three year term fixed inthis agreement and prior to the execution of a formal successoragreement, ifany, may result from the engagement in such negotiationsas provided herein. The BOROUGH shall pay tipping fee to NATIONALon a monthly basis, payable on the third Tuesday of each month (or nextbusiness day if the preceding Monday is a legal holiday), and on the basisof computer generated weigh scale tickets for solid waste delivered toNATIONAL by the BOROUGH for the preceding monthly day period.

(b) Recycling Grant Benefits. During the term of the within agreement, anyand all recyciables generated from within the geographical boundaries ofthe BOROUGH and 'delivered to or processed by NATIONAL at is solidwaste transfer station facility located at 445 N. Main Street, Lodi, NewJ ersey, including, but not limited to construction and demolition materials,concrete, ferrous and non-ferrous metals, paper, cardboard, glass and/orplastics, shall be included by NATIONAL and the BOROUGH in theirrespective annual recycling reports for submission to NJ DEP.6. Manner of Operations, Regulations and Restrictions: ,The following provisions shall be applicable to NATIONAL'S maintenance andoperation at the site:

(a) The facility shall be permitted to accept solid waste and process sameMonday through Friday from 6:30. a.m. to 2:30. p.rn. and on Saturdays from6:30 a.m. to 1:0.0.p.m., except, however, that solid waste delivered toNATIONAL for processing and disposal from the BOROUGH and/or the

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BOROUGH'S solid waste collection vendor shall be accepted up to anduntil 3:00 p.m. All processing and all operations at the site shall terminateno later than 5:30 p.lli. and no activities shall be conducted after said time.The facility will not be open for business on Sunday and no operationsshall be permitted atthe location on Sunday or federally recognizedholidays. During non-operating hours, the facility will be closed except foroffice, maintenance and repair functions. The above shall be subject tomodification in cases of documented emergencies, such as Orders of theDepartment of Environmental Protection ora Court of competentjurisdiction and/or documented malfunctions and/or machinery or systemfailure at this solid waste facility. Inthe event of machinery or-systemfailure, the hours of operation will be expanded to remove the solid wasteaccumulated during the duration of the emergency. In any of the aboveevents, NATIONAL shall promptly notify the Borough Clerk and/or theBorough's designated administrator of (a) the nature and duration of theemergency, and (b) the extent, if any, the hours or days of operation willneed to be extended, or of such other changes required to be made.Emergency for purposes of this Agreement shall be deflned as thefollowing:(I) Acts or occurrences which are the result of an act of God or forcemajeure(ii) The operators responding to and under the direction of an order,directive, rule or regulation of a higher governmental authoritywhich has certified that an emergency exists.(iii) A major mechanical or system breakdown of the equipment or

systems within the transfer station or vehicles of the operator whichprevent the processing of solid waste within the schedule as setforth herein.(b) NATIONAL will run a clean and safe operation at all times and shalladhere to the standards and guidelines established by the New J erseyDepartment of Environmental Protection and all permit requirements aswell as the terms, provisions and limitations herein contained.BOROUGH, through its authorized departments and inspectors, shall giveat least one (1) hour prior notice, by fax or telephone notice, and receiveapproval from NATIONAL granting such reasonable access to such

BOROUGH representative, so as to ensure compliance with all applicablesafety standards and procedures as have been or may be established byNATIONAL Such BOROUGH representative shall arrive at NATIONAL'Sprincipal office located at ~5 Route 46 West, Lodi, New J ersey to receiveclearance for entry and proper safety equipment and attire. TheBOROUGH's right to access NATIONAL'S facility(ies) shall not beexercised in a manner that causes a disruption or interruption of6


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NATIONAL'S normal business operations.(c) NATIONAL shall use its best efforts to operate the transfer station in amanner which shall control any noxious odors, smells and/or emissions.NATIONAL agrees to periodically review the equipment available to theindustry and agrees to employ, to the extent reasonable and economically

feasible, at the location, the highest- and most technoloqicallyadvancedequipment available to control any noxious odors, smells and/oremissions. NATIONAL shall periodically report, not less frequently thanannually, to the BOROUGH, in writing, the results of its review.(d) NATIONAL recognizes the necessity of using state of the art equipmentand material to prevent noise levels from exceeding reasonable levels. Itagrees that it shall control and regulate its operation and take all stepsneeded to assure that noise levels shall not exceed the standards set forthin N.J .A.C. 7:29 et: seq.(e) All tipping and separation of waste shall be within the. closed building andno waste or debris of any type shall remain on.the flobroVernight. Aftereach day's operation, the tipping floor shall be thoroughly cleaned.NATIONAL shall take all steps necessary to prevent any waste, water orcleaning fluid from flowing from the floor onto the exterior grounds or intothe adjoining Saddle River. All washwater shall be directed to an on-site.oil/grease interceptor so as to prevent any runoff onto the grounds.(f) NATIONAL, in addition to the provisions herein, shall at all times complywith the rules, regulations, ordinances and directives ofall governmentalagencies or departments having jurisdiction.(g) NATIONAL shall not suffer there to exist any condition which is likely toincrease the likelihood of rodents or other pests being attracted to the siteand shall have in place a scheduled pest control and elimination programwhich shall be periodically reviewed fat effectiveness.(h) Traffic: The parties agree that proper control of traffic flowing into and outof the site is an important element in preventing significant adverseconsequences to the community. Accordingly, NATIONAL agrees thatingress and egress from the Transfer station shall be restricted inaccordance with the following terms:

(I) Access to the facility and egress from the facility shall be permittedonly through Main Street, north of the facility. Vehicles shall beprohibited from making a left turn into the facility and shall beprohibited from making a right turn out of the facility.

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(ii) NATIONAL shall provide all drivers and llcensedusers of thefacility of the traffic restrictions herein. All traffic entering themunicipality shall be advised that access to the facility shall only beby way or roadways to the north of the entrance to the facility.Access from Route 46 must not exit on to Main Street but must exitoff Route 46 to Westminster Place traveling north to OutwaterLane, east and then on to Main Street traveling south so'that trafficapproaching the entrance shall be facing south and shall berequired to make a right turn into the station. Access front Interstate80 shall be via North Main Street and egress leaving the facility enroute to Interstate 80 shall be by way of North Main Street only. Novehicles shall be permitted to interfere with the flow of traffic onMain Street or any other thoroughfare of the community. There willbe no queuing of vehicles on Main Street or any other street in theBOROUGH. Vehicles shall not be permitted to exerciseturnarounds on Main Street.(iii) There will be no staging or queuing of loaded or unloaded trucks onany street in the BOROUGH.(iv) In order to assure compliance with the traffic provisions herein,NATIONAL shall erect and maintain reasonable signs and drivewaystriping to alert drivers of the restrictions. In addition, in the eventany customer of NATIONAL is found to be off the prescribed route,NAT!ONAL shall give the driver and the company employing thedriver written notice advising of the violation. NATIONAL shallprovide the BOROUGH with a copy of the written notice. In theevent that such hauler shall be found to have deviated from the

prescribed route or otherwise has violated the restrictions herein,NATIONAL agrees to refuse service to such truck .. (I) NATIONAL agrees that it will not store or maintain solid waste orrecyclables, i.e. tires, scrap metal, corrugated, etc. in or on any otherproperty within the BOROUGH, except overnight storage at NATIONAL'Sfacilities at 445 Main Street and 95 Route 46 shall be permitted if and onlyto the extent permitted by NJ DEP. Such storage shall always be coveredln closed trucks or trailers. The tipping floor will be cleaned and all debrisremoved at the end of each day.

U ) All construction and demolition debris processed and stored at the facilitywill be removed daily.7. Facility Maintenance and Aesthetics

NATIONAL agrees to maintain the facility in as aesthetically pleasing conditionas reasonably possible. NATIONAL shall provide BOROUGH with a site plandemonstrating the improvements it intends to make to its facility and shall install

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, 'such of the demonstrated improvements as the parties may agree,' subjecttoapproval by such governmental entities, including, but not.llmited to theDepartment and the Bergen County Solid Waste Management District, ifnecessary or otherwise required by law. In addition, NATIONAL shall install suchreasonable buffers and aesthetic measures as BQROUGH shall reasonablyrequire periodically so as to create a more pleasing environment, includingshrubs and other plantings. .

8. Remedies for Violation:In the event NATIONAL shall violate or suffer there to exist any violation of theterms of this contract, including the traffic restrictions herein; BOROUGH shallgive notice of the violation to NATIONAL NATIONAL shall immediately adviseBOROUGH in writing as to the steps it has taken to prevent a recurrence of theviolation or preventany further violation. Should, in spite of said notice, suchviolation re-occur, or should NATIONAL fail to cure and rectify any violation,then, in addition to any other remedy available at law or equity, the BOROUGHshall be permitted to impose and NATIONAL shall pay contractual damages tothe BOROUGH as follows:(a) For a first offense - $500.00(b) For a second offense - $ 1,250.00(c) For a third or subsequent offense - $2,000.00Enforcement and collection of the contractual damages shall be.in a summarymanner pursuant to R. 4:67-1 et seq. Any action shall be filed in the' SuperiorCourt of New J erseys Chancery Division, Bergen County.

9. CapacityNATIONAL will limit its operations to and the BOROUGH agrees to permitNATIONAL to receive 350 tons per day or 2,100 tons per week of solid wasteaveraged weekly based on a six (6) day week. NATIONAL shall only acceptsolid waste authorized by the New J ersey Department of EnvironmentalProtection in NATIONAL'S permit, including waste types 10, 13, 23, 25 and 27.NATIONAL agrees to supply BOROUGH with a complete copy of any applicationit has filed or may hereafter file with any governmental authority seeking approvalof its operation. Any such application shall be delivered to BOROUGH,simultaneously with its filing by NATIONAL.

10. Air FiltrationNATIONAL has installed at its facility an American Air Filter System inaccordance with permits issued to it by the New J ersey Department ofEnvironmental Protection, Air Quality Department." NATIONAL has also installed,and is currently utilizing a NJDEP Air Quality Department approved Opti-FloPulse/J et Dust and Odor Control air purification system. All air filter and dust andodor control systems shall be maintained to insure that the system(s) areoperating at its maximum efficiency at all times. The BOROUGH shall have the

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right to examine the records of NATIONAL in rega,rdto the maintenance of its AirFilter System and the maintenance of the filters used with same., to insure thatsystem is operating efficiently, and NATIONAL will provide copies ot all permitsor certificates to the BOROUGH. .11. Event of Default - NATIONAL

Each of the following shall constitute an event of default on the part ofNATIONAL:(a) The failure or refusal by NATIONAL to fulfil! substantially in accordancewith this Agreement, all or any of its obligations under this Agreement,unless such failure, inability or refusal shall be excused or justified byUncontrollable Circumstances not caused or contributed to by NATIONALor other legally recognized cause customarily justifying or excusing non-performance.(b) Failure on the part of NATIONAL to pay all or any amount required to be

paid to the BOROUGH under this Agreement within forty-five (45) daysafter said amount becomes due and payable under this Agreement andafter written demand therefore by the BOROUGH accompanied by anotice that unless the same is not so paid, such failure to pay willconstitute an event of default.(c) The filing against NATIONAL of an involuntary petition for bankruptcyunder the federal Bankruptcy Code which is not dis.charged within 45 daysof filing; or the filing by NATIONAL of a voluntary petition in bankruptcy orother process such as assignment for the benefit of creditors under Statelaw.(d) In the event that the BOROUGH 'shall be determined to be in'default ofany of its obligations under thls Agreement, inclusive of all paymentsprovisions,' NATIONAL shall have the option to refuse to accept fortransfer and disposal,' rilunicipally-generated solid waste generated fromwithin the boundaries of the- BOROUGH and delivered to NATIONAL for'. processing and disposal by the BOROUGH or the BOROUGH'S solidwaste collection vendor, and all balances due from the BOROUGH toNATIONAL shall became immediately due for payment, and the HostCommunity Benefit provided by way paragraph 2(a) hereof shallimmediately revert to the statutory minimum benefit established by State

law, which minimum statutory benefit is currently $.50 per ton.12. Event of Default - BOROUGH OF LOD!Each of the following shall constitute an event of default on the part ofBOROUGH: .

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(a) The failure or refusal by BOROUGH to substantially fulfill its obligations asset forth herein in accordance with this Agreement, all or any of itsobligations under this Agreement.13. NJDEP ApprovalThis Agreement is subject to the approval by the New J ersey Department of

Environmental Protection. Pending approval of the Agreement !J ythe NewJ ersey Department of Environmental. Protection, each and every term andcondition contained herein shall be binding on the parties, arid such obligationsshallbe respectively discharged only in the event of the non-approval of theAgreement by the New J ersey Department of Environmental Protection.14. TermThis agreement shall be for a period of three years commencing on the day andyear first above written, or upon final approval of this agreement by NJ DEP, ifrequired, whichever is later, and termination three "years thereafter.15. DisputesAll claims or disputes between the parties arising out of or relating to thisAgreement or the breach thereof shall be decided by Arbitration in .accordancewith the provisions established by the American Arbitration Association currentlyin effect unless the parties mutually agree otherwise. Notice of the demand forArbitration shall be filed inwriting with the other party to this Agreement. and withthe American Arbitration Association and shall be made within a reasonable timeafter the dispute has arisen. The award rendered by the arbitrators shall be finaland judgment may be entered upon it in accordance with applicable law in anycourt having jurisdiction thereof. All disputes shall be held before a panel of three(3) arbitrators. One arbitrator shall be selected by NATIONAL. The second

arbitrator shall be selected by the BOROUGH. The third arbitrator shall beselected by the American Arbitration Association. A majority' decision of thearbitrators shall be binding upon the parties. All fees and costs related to the.arbitration, including the fees of the arbitrators and/or the American Arbitration'Association and/or meeting space for the arbitration, shall be charged and shallbe paid equally between the parties. The arbitrators must hear and resolve anydispute within ninety (90) days of notice of arbitration as provided for in thisAgreement. Such Arbitration shall be conducted within a ten (10) mile radius ofthe City of Hackensack, New J ersey.16. Notice

Any notices or communications required or permitted hereunder shall be inwriting and sufficiently given if delivered in person or sent by certified orregistered mail, return receipt requested, postage prepaid, as follows:Ifto the HostMunicipality:BOROUGH OF LODIONE MEMORIAL DRIVE,

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19. Agreement:The provisions of this Agreement shall:(a) constitute the entire Agreement among the parties, superseding all priorAgreements and negotiations;(b) be modified only by written agreement duly executed by the HostMunicipality and NATIONAL, and( C ) in lieu of and full satisfaction of all claims that the parties have in regard tothe payment or obligation to pay a Host Community Benefit.

20. Illegality:In the event that any provision of this Agreement or the application of suchprovision to any person or circumstance shall, for any reason, be determined tobe invalid, illegal or unenforceable in any respect, the BOROUGH retains theright to 'void the entire Agreement or elect that the remaining provisions of thisAgreement, or the application of the provision to any person or circumstanceother than those as to which the provision was held invalid, illegal orunenforceable, shall not be affected by such deter-mination and shall be valid andenforceable to the fullest extent permitted by law. This Agreement may beexecuted in more than one counterpart, each of which shall be considered to bean original but all of which taken together shall be deemed a single instrument.

21. Compliance with Other Municipal Regulations:Nothing herein is intended to nor shall it be deemed to exempt NATIONAL fromcompliance with any ordinances and regulations of the municipality pertaining toNATIONAL'S use and occupancy of the property it occupies.22. Waiver and Release of past claims:By and through the execution of the within agreement, each of the parties waives

any and all prior claims that one may assert against the other and otherwisereleases the other from any claims of non-performance, non-payment and/orbreach of any obligation as may have resulted from any prior agreement(s) of theparties, including but not limited to any prior Host Community BenefitsAgreement by and between NATIONAL TRANSFER INC. and the BOROUGHOF LOD!.iN WITNESS WHEREOF, the parties hereto have signed this Agreement the day andyear first above written.ATTEST:BOROUGH OF LODIJvlvui ~ [/. dtJ4h B y : - - - = - - / t c - = L ~ ~ ~ o < - - _Debra A. Ciliento, Borough Clerk Marc N. sC7eks, MayorWITNESS:NATIONAL TRANSFER, INC. . .___ BY~~

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pinto benefits agreement: pinto benefits, host community suffers

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