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RESOLUTiON NUMBER 13-17

B, MASOPUST l. CIMA
MAYOR SCHRIEKS

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BOROUGH OF LODI Bergen County, New .Jersey RESOLUTION APPROViNG THE EXECUTION OF A HOST COMMUNITY BENEFITS AGREEMENT BETWEEN , THE BOROUGH OF LOOt AND NATIONAL TRANSFER, INC.

WHEREAS, National Transfer, Inc. has operated a solid waste transfer station facility at the 445 South Main Street, Lodi, New Jersey since 1976; and WHEREAS, National Transfer, Inc. has in the past obtained a revised permit issued by the New Jersey Department of Environmental Protection authorizing, among other 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 the terms herein is an integral element in preventing any adverse secondary effects such increase could otherwise have, on the community, and ' WHEREAS, pursuant to N. J.S.A. 13:1 E-28.1, the municipality within which a ,solid waste transfer station facility is located may enter into a benefit agreement with the operator of the solid waste transfer station facility under the terms of which the Borough and 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 an appropriate rate of compensation for the burden and inconvenience caused by the operation 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 consequences which would otherwise result from such a use; and WHEREAS, 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 Host Community Economic Benefits Agreement, as negotiated by the Borough Manaqer; and NOW, THEREFORE, BE iT RESOLVED that the Mayor shall be and is hereby authorized to execute a Host Community Economic Benefits Agreements with National Transfer, Inc. in the form attached hereto. 'f-IJ -.Adopted this day of __ .::)_a..::...:../'l.:....:Ll..-=(L=~"'-f- __ ,201 ~.

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ATTEST

Dehra A. Ciliento,

Municipal Clerk

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HOST COMMUNITY BENEFIT AGREEMENT THIS AGREEMENT, made as of the 1st day of January, 2013, by and between the BOROUGH OF LODI, a corporate body politic of the State of New Jersey, with principal administrative offices located at One Memorial Drive, in the Borough of Lodi, County of Bergen, State of New Jersey (hereinafter referred as the IIBOROUGHII) and NATIONAL TRANSFER, INC., with its principal offices at 95 Route 46, in the Borough of Lodl, County of Bergen, State of New Jersey (hereinafter referred to as ("NATIONALII) WITNESSETH: WHEREAS, NATIONAL is currently the holder of a Certificate of Public Convenience and Necessity issued by the State of New Jersey Board of Hequlatory Commissioners for the operation of a solid waste transfer station on premises located at 445 North Main Street, in the Borough of Lodi, County of Bergen, State of New Jersey, a copy of which is appended hereto; and WHEREAS, NATIONAL is the holder of an approved Engineering Design and Certificate as amended, issued to it by the Department of Environmental Protection of the State of New Jersey; and WHEREAS, NATIONAL is a designated solid waste facility included within the Bergen County Solid Waste Management Plan as required by New Jersey Statutes authorizing collection and payment of the Host Community Benefit (N.J.S.A. 13:1 E-4); and WHEREAS, NATIONAL described since 1976; and has operated a transfer station at the location herein .

WHEREAS, pursuantto N.J.S.A. 13:1 E-28.1, the parties hereto desire to enter into a benefit agreement under the terms of which the BOROUGH and its residents would obtain certain benefits as a host community; and . WHEREAS, NATIONAL has obtained a revised permit issued by the New Jersey Department of Environmental Protection authorizing, among other 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 the terms herein is an integral element in preventing any adverse secondary effects such increase might otherwise have on the community; and . WHEREAS, the parties hereto recognize and acknowledge that the contractual control of the intensity of its intended operation is an integral part of this agreement and each 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 the parties hereto, they do agree as follows:

1.

Definitions For all purposes of this Agreement, the tollowinq terrninology and definitions shall apply: (a) DEP or NJDEP - means the Department of Environmental Protection of the State of New Jersey. Solid Waste -rneans include aI/ waste as defined by NJDEP and which is permitted to be processed, stored and/or transported by licensed transfer stations in the State of New Jersey. Statutory definitions as set forth in , N.J.S.A. 13: IE-3 are incorporated by reference hereto. Solid waste shall included recyclable materials co-mingled with solid waste when delivered to facility. ' Processing - means the actions of a licensed transfer station in accepting commingled solid waste and/or commingled or other recyclables and reducing same in size prior to its being transported to' approved disposal sites after extraction of all recyclable materials and/or construction demolition debris. Uncontrollable Circumstance - Those acts or events that have had, or may reasonably be expected to have, a material adverse affect upon NATIONAL and its ability to perform its obligations underthisAqreernent, if such acts or events are beyond the control of NATIONAL. Such acts or events shall include, but are not limited to, the followlnq: (I) An Act of God (except normal weather conditions for the Bergen County geographic area)", epidemic, landslide, lightning, earthquake, explosion, fire or similar. occurrence, an act of public, enemy, war, blockade, insurrection, riot, general arrest or restraint of government and people, Givildisobedience or similar occurrence; The entry of an injunctive or a restraining order or judgment of any federal, state or local court, administrative agency or ,governmental office or body, if such order or judgment is notthe result of the negligent or willful act, or failure to act, of NATIONAL. The contesting in good faith of any order or judgment shall not constitute or be construed as a willfu.l or negligent act; Any strike, work slowdown or stoppage, lockout or similar disturbance affecting NATIONAL'S contractors, and;' ,

(b)

(c)

(d),

(ii)

(iii)

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(iv)

A change in law rendering NATIONAL'S compliance with its obligations hereunder a violation of said law. A significant change in the law that prevents or prohibits NATIONAL from compliance with this Agreement.

(v)

2.

Payment NATIONAL agrees to pay to the BOROUGH, in accordance with N.J.S.A. 13:1 E1, et seq, a Host Community Benefit fee upon the following terms:

(a)

Subject to the exemptions provided in accordance with paragraph2(b) hereof, $1.00 per ton for each ton of solid waste accepted for processing at NATIONAL'S solid waste transfer station throughout the term of this agreement and any extension period hereof, provided, however, that in the event that the BOROUGH fails to deliver 100% of the commercial and residentially generated solid waste generated within the BOROUGH which is collected by the BOROUGH through its solid waste collection vendor during such agreement period, then and in that event, NATIONAL shall be obligated to pay, as a Host Community Benefits to the BOROUGH, no more than the minimum monetary host community benefits as required by State law, which is currently $.50 per ton, in accordance wit Ii the provision of the New Jersey Solid Waste Management Act, N..J.S.A. 13: 1E-1 et seq .. Said host Community Fee shall be paid as per the terms of Paragraph 3 herein. In the event that solid waste generated within the BOROUGH which is collected by the BOROUGH through its solid waste collection vendor is directed to NATIONAL for processing and disposal, but is turned away by NATIONAL due to timeliness of the delivery of same, such event shall not constitute an event triggering the reversion of the host community benefits payable to the BOROUGH from ONE DOLLAR ($1.00) to FIFTY CENTS ($.50). . NATIONAL shall not be required to pay a Host Community Benefit for any solid 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 any solid waste delivered to NATIONAL for processing and disposal by the BOROUGH or the BOROUGH'S solid waste collection vendor. Nothing contained in this Agreement shall obligate NATIONAL to.pay any minimum or fixed amount to the BOROUGH. All amounts to be paid are limited to the actual tonnage received by NATIONAL as calculated as of the time of the in-bound scaling of the same.

(b)

3.

Manner of Payment-Statement and Timing NATIONAL shall provide the BOROUGH with a certified quarterly statement as to its activities at the site for the preceding three month period, beginning with the completion 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 the commencement of the term of the within Agreement, as' supported by the quarterly report submitted by NATIONAL, and shall be paid by NATIONAL to the BOROUGH within 15 days of the end of each quarterly period. Thereafter, and for the duration of this Agreement or any extension of same, NATIONAL agrees to provide the BOROUGH with a certified statement setting forth the quantity of solid waste processed from all solid waste generators during the prior quarterly period and the solld waste processed from outside Bergen County. NATIONAL shall provide to the BOROUGH a copy of its quarterly facility report filed with the NJDEP. In the event that NATIONAL fails to make Host Community' Benefits Fee payments in a timely manner, interest shall be imposed by the BOROUGH against any outstanding and/or untimely paid Host Community Benefits Fees in the 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 preceding quarterly period, and shall compound monthly. 4. Modification of Financial Benefits. This Agreement has been entered into by the parties based Lipon the current status of the law, and the current status of all requlations as well as the amount of host benefit fee which is generally being paid by private transfer. stations of similar capacity in Bergen and Passaic Counties. Accordingly, the parties further agree that: (a) Should there be a significant change in the law and/or regulations that materially and substantially impact the above-known conditions, NATIONAL shall notify the BOROUGH of the said condition, 'its likely impact, and to the extent NATIONAL is seeking to modify the Host Community Benefit, the nature of any such modification and the manner in which it was determined. NATIONAL and the BOROUGH shall enter into good faith negotiations to resolve any significant rnodlfication that may impact upon the economic benefits being paid to the BOROUGH. To the extent that NATIONAL and the BOROUGH are unable to reach an agreement in such regard, the dispute shall be submitted to Arbitration in accordance with paragraph of this Agreement. During the pendency of any such dispute or Arbitration proceeding, the economic benefits being paid to the BOROUGH by NATIONAL shall remain in place, however, the BOROUGH shall escrow the disputed portion pending a final resolution or determination by the arbitrator in accordance with the terms. of this agreement.

is

5.

Additional Community Benefits: (a) Preferred Tipping Fee. In addition to the economic benefit to the BOROUGH as provided above, NATIONAL agrees that it shall accept for transfer and disposal, commercial and residential municipally-generated NJDEP type 10 solid waste generated from within the boundaries of the

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BOROUGH and delivered to NATIONAL for processing and disposal by the BOROUGH or BOROUGH'S solid waste collection vendor at the rate to 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 prior to the expiration of the three-year period provided for herein, the parties may agree to negotiate an extension of this agreement. In the event that the parties agree to negotiate an extension of this Agreement, NATIONAL shall provide the BOROUGH with its proposed tipping fee for the disposal of solid Waste delivered to NATIONAL for processing and disposal by the ,BOROUGH or the BOROUGH'S solid waste collection vendor within seven (7) days of the BOROUGH'S notification to NATIONAL of its determination to enter into negotiations to seek an extension' of the within agreement. The BOROUGH shall advise NATIONAL within twenty one (21) days of its receipt of NATIONAL'S proposed tipping fee for the extension period whether the BOROUGH shall continue to deliver its solid waste to NATIONAL for processing and disposal durlnq such negotiation period. Subject to the terms and conditions set forth at paragraph 2(a) hereof, nothing herein shall require BOROUGH to have its waste disposed of at NATIONAL'S facility during the negotiation period, which negotiation period is defined as the period subsequent 'to the three year term fixed in this agreement and prior to the execution of a formal successor agreement, ifany, may result from the engagement in such negotiations as provided herein. The BOROUGH shall pay tipping fee to NATIONAL on a monthly basis, payable on the third Tuesday of each month (or next business day if the preceding Monday is a legal holiday), and on the basis of computer generated weigh scale tickets for solid waste delivered to NATIONAL by the BOROUGH for the preceding monthly day period. (b) Recycling Grant Benefits. During the term of the within agreement, any and all recyciables generated from within the geographical boundaries of the BOROUGH and 'delivered to or processed by NATIONAL at is solid waste transfer station facility located at 445 N. Main Street, Lodi, New Jersey, including, but not limited to construction and demolition materials, concrete, ferrous and non-ferrous metals, paper, cardboard, glass and/or plastics, shall be included by NATIONAL and the BOROUGH in their respective annual recycling reports for submission to NJDEP. , maintenance and

6.

Manner of Operations, Regulations and Restrictions: The following provisions shall be applicable to NATIONAL'S operation at the site: (a)

The facility shall be permitted to accept solid waste and process same Monday through Friday from 6:30. a.m. to 2:30. p.rn. and on Saturdays from 6:30 a.m. to 1:0.0. p.m., except, however, that solid waste delivered to NATIONAL 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 and until 3:00 p.m. All processing and all operations at the site shall terminate no 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 operations shall be permitted atthe location on Sunday or federally recognized holidays. During non-operating hours, the facility will be closed except for office, maintenance and repair functions. The above shall be subject to modification in cases of documented emergencies, such as Orders of the Department of Environmental Protection ora Court of competent jurisdiction and/or documented malfunctions and/or machinery or system failure at this solid waste facility. In the event of machinery or-system failure, the hours of operation will be expanded to remove the solid waste accumulated during the duration of the emergency. In any of the above events, NATIONAL shall promptly notify the Borough Clerk and/or the Borough's designated administrator of (a) the nature and duration of the emergency, and (b) the extent, if any, the hours or days of operation will need to be extended, or of such other changes required to be made. Emergency for purposes of this Agreement shall be deflned as the following: (I) Acts or occurrences which are the result of an act of God or force majeure The operators responding to and under the direction of an order, directive, rule or regulation of a higher governmental authority which has certified that an emergency exists. A major mechanical or system breakdown of the equipment or systems within the transfer station or vehicles of the operator which prevent the processing of solid waste within the schedule as set forth herein.

(ii)

(iii)

(b)

NATIONAL will run a clean and safe operation at all times and shall adhere to the standards and guidelines established by the New Jersey Department of Environmental Protection and all permit requirements as well as the terms, provisions and limitations herein contained. BOROUGH, through its authorized departments and inspectors, shall give at least one (1) hour prior notice, by fax or telephone notice, and receive approval from NATIONAL granting such reasonable access to such BOROUGH representative, so as to ensure compliance with all applicable safety standards and procedures as have been or may be established by NATIONAL Such BOROUGH representative shall arrive at NATIONAL'S principal office located at ~5 Route 46 West, Lodi, New Jersey to receive clearance for entry and proper safety equipment and attire. The BOROUGH's right to access NATIONAL'S facility(ies) shall not be exercised in a manner that causes a disruption or interruption of

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NATIONAL'S (c)

normal business operations.

NATIONAL shall use its best efforts to operate the transfer station in a manner which shall control any noxious odors, smells and/or emissions. NATIONAL agrees to periodically review the equipment available to the industry and agrees to employ, to the extent reasonable and economically feasible, at the location, the highest- and most technoloqicallyadvanced equipment available to control any noxious odors, smells and/or emissions. NATIONAL shall periodically report, not less frequently than annually, to the BOROUGH, in writing, the results of its review. NATIONAL recognizes the necessity of using state of the art equipment and material to prevent noise levels from exceeding reasonable levels. It agrees that it shall control and regulate its operation and take all steps needed to assure that noise levels shall not exceed the standards set forth in N.J.A.C. 7:29 et: seq. All tipping and separation of waste shall be within the. closed building and no waste or debris of any type shall remain on.the flobroVernight. After each day's operation, the tipping floor shall be thoroughly cleaned. NATIONAL shall take all steps necessary to prevent any waste, water or cleaning fluid from flowing from the floor onto the exterior grounds or into the adjoining Saddle River. All washwater shall be directed to an on-site . oil/grease interceptor so as to prevent any runoff onto the grounds. NATIONAL, in addition to the provisions herein, shall at all times comply with the rules, regulations, ordinances and directives ofall governmental agencies or departments having jurisdiction. NATIONAL shall not suffer there to exist any condition which is likely to increase the likelihood of rodents or other pests being attracted to the site and shall have in place a scheduled pest control and elimination program which shall be periodically reviewed fat effectiveness. Traffic: The parties agree that proper control of traffic flowing into and out of the site is an important element in preventing significant adverse consequences to the community. Accordingly, NATIONAL agrees that ingress and egress from the Transfer station shall be restricted in accordance with the following terms: (I) Access to the facility and only through Main Street, prohibited from making a prohibited from making a egress from the facility shall be permitted north of the facility. Vehicles shall be left turn into the facility and shall be right turn out of the facility.

(d)

(e)

(f)

(g)

(h)

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(ii)

NATIONAL shall provide all drivers and llcensedusers of the facility of the traffic restrictions herein. All traffic entering the municipality shall be advised that access to the facility shall only be by 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 exit off Route 46 to Westminster Place traveling north to Outwater Lane, east and then on to Main Street traveling south so' that traffic approaching the entrance shall be facing south and shall be required to make right turn into the station. Access front Interstate 80 shall be via North Main Street and egress leaving the facility en route to Interstate 80 shall be by way of North Main Street only. No vehicles shall be permitted to interfere with the flow of traffic on Main Street or any other thoroughfare of the community. There will be no queuing of vehicles on Main Street or any other street in the BOROUGH. Vehicles shall not be permitted to exercise turnarounds on Main Street.

(iii)

There will be no staging or queuing of loaded or unloaded trucks on any street in the BOROUGH. In order to assure compliance with the traffic provisions herein, NATIONAL shall erect and maintain reasonable signs and driveway striping to alert drivers of the restrictions. In addition, in the event any customer of NATIONAL is found to be off the prescribed route, NAT!ONAL shall give the driver and the company employing the driver written notice advising of the violation. NATIONAL shall provide the BOROUGH with a copy of the written notice. In the event 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 .

(iv)

. (I)

NATIONAL agrees that it will not store or maintain solid waste or

recyclables, i.e. tires, scrap metal, corrugated, etc. in or on any other property within the BOROUGH, except overnight storage at NATIONAL'S facilities at 445 Main Street and 95 Route 46 shall be permitted if and only to the extent permitted by NJDEP. Such storage shall always be covered ln closed trucks or trailers. The tipping floor will be cleaned and all debris removed at the end of each day.

U)
7.

All construction and demolition debris processed and stored at the facility will be removed daily.

Facility Maintenance and Aesthetics NATIONAL agrees to maintain the facility in as aesthetically pleasing condition as reasonably possible. NATIONAL shall provide BOROUGH with a site plan demonstrating 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,' subjectto approval by such governmental entities, including, but not.llmited to the Department and the Bergen County Solid Waste Management District, if necessary or otherwise required by law. In addition, NATIONAL shall install such reasonable buffers and aesthetic measures as BQROUGH shall reasonably require periodically so as to create a more pleasing environment, including shrubs and other plantings. . 8. Remedies for Violation: In the event NATIONAL shall violate or suffer there to exist any violation of the terms of this contract, including the traffic restrictions herein; BOROUGH shall give notice of the violation to NATIONAL NATIONAL shall immediately advise BOROUGH in writing as to the steps it has taken to prevent a recurrence of the violation or preventany further violation. Should, in spite of said notice, such violation 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 BOROUGH shall be permitted to impose and NATIONAL shall pay contractual damages to the BOROUGH as follows: (a) (b) (c) For a first offense - $500.00 For a second offense - $ 1,250.00 For a third or subsequent offense - $2,000.00

Enforcement and collection of the contractual damages shall be. in a summary manner pursuant to R. 4:67-1 et seq. Any action shall be filed in the' Superior Court of New Jerseys Chancery Division, Bergen County. 9. Capacity NATIONAL will limit its operations to and the BOROUGH agrees to permit NATIONAL to receive 350 tons per day or 2,100 tons per week of solid waste averaged weekly based on a six (6) day week. NATIONAL shall only accept solid waste authorized by the New Jersey Department of Environmental Protection in NATIONAL'S permit, including waste types 10, 13, 23, 25 and 27. NATIONAL agrees to supply BOROUGH with a complete copy of any application it has filed or may hereafter file with any governmental authority seeking approval of its operation. Any such application shall be delivered to BOROUGH, simultaneously with its filing by NATIONAL. Air Filtration NATIONAL has installed at its facility an American Air Filter System in accordance with permits issued to it by the New Jersey Department of Environmental Protection, Air Quality Department." NATIONAL has also installed, and is currently utilizing a NJDEP Air Quality Department approved Opti-Flo Pulse/Jet Dust and Odor Control air purification system. All air filter and dust and odor control systems shall be maintained to insure that the system(s) are operating 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,rd to the maintenance of its Air Filter System and the maintenance of the filters used with same., to insure that system is operating efficiently, and NATIONAL will provide copies ot all permits or certificates to the BOROUGH. . Event of Default - NATIONAL Each of the following shall constitute an event of default on the part of NATIONAL: (a) The failure or refusal by NATIONAL to fulfil! substantially in accordance with this Agreement, all or any of its obligations under this Agreement, unless such failure, inability or refusal shall be excused or justified by Uncontrollable Circumstances not caused or contributed to by NATIONAL or other legally recognized cause customarily justifying or excusing nonperformance. 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) days after said amount becomes due and payable under this Agreement and after written demand therefore by the BOROUGH accompanied by a notice that unless the same is not so paid, such failure to pay will constitute an event of default. The filing against NATIONAL of an involuntary petition for bankruptcy under the federal Bankruptcy Code which is not dis.charged within 45 days of filing; or the filing by NATIONAL of a voluntary petition in bankruptcy or other process such as assignment for the benefit of creditors under State law. In the event that the BOROUGH 'shall be determined to be in' default of any of its obligations under thls Agreement, inclusive of all payments provisions,' NATIONAL shall have the option to refuse to accept for transfer and disposal,' rilunicipally-generated solid waste generated from within the boundaries of the- BOROUGH and delivered to NATIONAL for '. processing and disposal by the BOROUGH or the BOROUGH'S solid waste collection vendor, and all balances due from the BOROUGH to NATIONAL shall became immediately due for payment, and the Host Community Benefit provided by way paragraph 2(a) hereof shall immediately revert to the statutory minimum benefit established by State law, which minimum statutory benefit is currently $.50 per ton. 11.

(b)

(c)

(d)

Event of Default - BOROUGH OF LOD! Each of the following shall constitute an event of default on the part of BOROUGH: .

12.

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(a)

The failure or refusal by BOROUGH to substantially fulfill its obligations as set forth herein in accordance with this Agreement, all or any of its obligations under this Agreement.

13.

NJDEP Approval This Agreement is subject to the approval by the New Jersey Department of Environmental Protection. Pending approval of the Agreement !Jy the New Jersey Department of Environmental. Protection, each and every term and condition contained herein shall be binding on the parties, arid such obligations shallbe respectively discharged only in the event of the non-approval of the Agreement by the New Jersey Department of Environmental Protection. Term This agreement shall be for a period of three years commencing on the day and year first above written, or upon final approval of this agreement by NJDEP, if required, whichever is later, and termination three "years thereafter. Disputes All claims or disputes between the parties arising out of or relating to this Agreement or the breach thereof shall be decided by Arbitration in .accordance with the provisions established by the American Arbitration Association currently in effect unless the parties mutually agree otherwise. Notice of the demand for Arbitration shall be filed in writing with the other party to this Agreement. and with the American Arbitration Association and shall be made within a reasonable time after the dispute has arisen. The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court 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 be selected by the American Arbitration Association. A majority' decision of the arbitrators 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 shall be paid equally between the parties. The arbitrators must hear and resolve any dispute within ninety (90) days of notice of arbitration as provided for in this Agreement. Such Arbitration shall be conducted within a ten (10) mile radius of the City of Hackensack, New Jersey. Notice Any notices or communications required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, return receipt requested, postage prepaid, as follows:

14.

15.

16.

If to the Host Municipality:

BOROUGH OF LODI ONE MEMORIAL DRIVE,

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LODI, NEW JERSEY 07644 ATIENTION: MUNICIPAL MANAGER With a copy to: BOROUGH CLERK and BOROUGH ATTORNEY AND

if to NATIONAL:
NATIO~ALTRANSFER, INC. 95 ROUTE 46 LODI, NEW JERSEY 07644 and NATIONAL TRANSFER, INC. 445 N. MAIN STREET LODI, NJ 07644 With a copy to: Alan J. Rich, Esq. Alan Jay Rich, L.L.C. 601 Jefferson Road Suite 204 Parsippany, NJ 07054 Changes in the respective addresses to which such notices may be directed may be made from time to time by any party by written notice to the other party. 17. Waiver: The waiver by any party of a default or a breach of any provision of this .. Agreement by another party shall not operate or be construed to operate as a waiver of any subsequent default or breach. The making or the acceptance of a payment by any party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. Assignment: NATIONAL may assign this Agreement to such owner, operator, and/or lessee, and/or assignee, provided that the said assignee is authorized and/or licensed by the NJDEP to operate the transfer station and expressly, in writing, assumes the continuing obligations of NATIONAL herein. As an express condition of such assignability, NATIONAL shall comply with all regulations and directives of all governmental authorities having jurisdiction over the subject matter hereof.

18.

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19.

Agreement: The provisions of this Agreement shall: (a) constitute the entire Agreement among the parties, superseding all prior Agreements and negotiations; (b) be modified only by written agreement duly executed by the Host Municipality and NATIONAL, and (C) in lieu of and full satisfaction of all claims that the parties have in regard to the payment or obligation to pay a Host Community Benefit. Illegality: In the event that any provision of this Agreement or the application of such provision to any person or circumstance shall, for any reason, be determined to be invalid, illegal or unenforceable in any respect, the BOROUGH retains the right to 'void the entire Agreement or elect that the remaining provisions of this Agreement, or the application of the provision to any person or circumstance other than those as to which the provision was held invalid, illegal or unenforceable, shall not be affected by such deter-mination and shall be valid and enforceable to the fullest extent permitted by law. This Agreement may be executed in more than one counterpart, each of which shall be considered to be an original but all of which taken together shall be deemed a single instrument. Compliance with Other Municipal Regulations: Nothing herein is intended to nor shall it be deemed to exempt NATIONAL from compliance with any ordinances and regulations of the municipality pertaining to NATIONAL'S use and occupancy of the property it occupies. 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 otherwise releases the other from any claims of non-performance, non-payment and/or breach of any obligation as may have resulted from any prior agreement(s) of the parties, including but not limited to any prior Host Community Benefits Agreement by and between NATIONAL TRANSFER INC. and the BOROUGH

20.

21.

22.

OF LOD!.
iN WITNESS WHEREOF, the parties hereto have signed this Agreement the day and year first above written. ATTEST:BOROUGH OF LODI

Jvlvui ~[/.

Debra A. Ciliento, Borough Clerk WITNESS:NATIONAL TRANSFER,

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By:---=--/tc-=L~~~o<-Marc N. sC7eks, Mayor . INC. .

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