293-22 Exhibit A.pdf

Exhibit “A”

MANAGEMENT, OPERATION AND MAINTENANCE SERVICE AGREEMENT FOR THE WEST ORANGE RECYCLING CENTER AND COMPOSTING FACILITY This Agreement for the Management, Operation and Maintenance Services for the West Orange Recycling Center and Compost Facility (the “Facility”) is made by and between the Township of West Orange located at the Municipal Building, 66 Main Street, West Orange, New Jersey (herein “Township) and Reliable Wood Products, LLC located at 398 Lincoin Boulevard, Middlesex, New Jersey 08846 (“Reliable”). WITNESSETH WHEREAS, the Township is the owner of real property known as Block 170, Lots 13, 15.3 and 17 on the Tax Maps of the Township commonly known as 590 Mt. Pleasant Avenue, (the “Property’)’ and WHEREAS, the Township utilizes this Property as an integral part of its Recycling Program as it houses the Facility; and WHEREAS, the operations conducted at the Facility include the composting of leaves, the processing of vegetative wood waste and Operating a recycling convenience center for West Orange residents to dispose of mixed paper, cardboard and commingled containers, and WHEREAS, the Township has sought the services of a firm to operate the Facility for Class B materials, exempt wood, Class C materials, exempt compost and to operate the Facility for mixed paper, cardboard and commingled containers; and WHEREAS, The Township prepared a Request for Proposal for the services entitled “Operation of the Township of West Orange Recycling Center’ dated July 2018 (the “RFP”) annexed hereto as Exhibit “A”; and WHEREAS, on July 17, 2018, the Township received a response to the Request for Proposal from Reliable (the “Proposal”), a portion of which is annexed hereto as Exhibit “B” NOW THEREFORE, for valuable consideration, including the promises, covenants, representations and warranties hereinafter set forth, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally and equitably bound, agree as follows: 1. Term — the term of this Agreement shall commence on March 1, 2019 for a three (3) year period with the options to renew for two (2) additional one (1) year periods. The Township shall notify Reliable at least one hundred twenty (120) days prior to the expiration of the three (3) year period or the first one (1) year extension if it desires to exercise the option to renew for an additional one (1) year

east one hundred twenty (120) days prior to the expiration of the three (3) year period or the first one (1) year extension if it desires to exercise the option to renew for an additional one (1) year period. 2. Rent — Reliable shall pay to the Township rent for the use and occupancy of the Facility at the rate of $50,004 annually, or $4,167 per month. This rate shall apply for the initial three (3) year period. In the event this Agreement is extended for either or both of the two (2) optional one (1) year periods for 2021-2022 and/or 2022-2023, Reliable shall pay to the

Township rent for the use and occupancy of the Facility at the rate of $50,004 annually, or $4,167 per month. 3. Other Provisions — This Agreement between Reliable and the Township is subject to all terms and conditions contained in the RFP and the Proposal, which are attached hereto and incorporated herein in full as though set forth in verbatim and as if they were fully reiterated in the body of this Agreement. If any conflicts exist between the terms and conditions in the RFP and the Proposal, the terms and conditions of the RFP shall govern. Notwithstanding the foregoing, the following terms and conditions apply: (a) Reliable agrees to meet its obligation to make on-site improvements required under Section 2.13 of the RFP, by installing new asphalt paving on the section of the Property depicted on the Facility Site Plan and Site Improvement Plan appended to the RFP and labeled “Proposed New Asphalt Travel Way.” See Exhibit “A” Appendices. This installation shall occur pursuant to the Township's specifications as follows: All areas where the pavement base has failed as evidenced by Pavement cracks called “alligatoring” the pavement shall be cut out, removed and replace with six inches of hot mix asphalt stabilized base course, Mix I-2. Then all existing paved travelways shall be resurfaced with hot mix asphalt surface course Mix |-4, two to three inches thick. This installation shall be completed no later than May 31, 2019. (b) Reliable agrees that: (i) no more than 7,500 cubic yards of processed brush, logs, woodchips, and mixed wood materials (“Permitted Processed Class B Materials”); (ii) no more than 7,500 cubic yards of unprocessed brush, logs, woodchips, and mixed wood materials (“Permitted Unprocessed Class B Materials”); (iii) no more than 5,000 cubic yards of finished processed brush, logs, woodchips, and mixed wood materials (“Permitted Finished Class B Materials”) and (iv) no more than 10,000 cubic yards of leaves (“Permitted Class C Materials’) will remain on the Property at any particular time. Should the New Jersey Department of Environmental Protection change the total amount of material that may be stored on site at any given time, or make any other changes to the regulations applicable to this site, the allowable storage on the property shall conform to any new regulations so adopted. (c) Reliable shall maintain monthly logs for

make any other changes to the regulations applicable to this site, the allowable storage on the property shall conform to any new regulations so adopted. (c) Reliable shall maintain monthly logs for all incoming and outgoing Class B material in a manner that conforms to the form annexed hereto as Exhibit “C.” (d) In the event that: (i) there is a disaster declaration by the President of the United States consistent with the Stafford Disaster Relief and Emergency Assistance Act or any amended or revised act which has the same purpose or intent and (ii) the amount of Class-B materials received from an approved source within the Township; exceeds 276 cubic yards in a thirty (30) day period following the disaster declaration, then Reliable may invoice the Township for the amount of Class-B materials that 2

exceed the 276 cubic yards in the thirty (30) day period at a rate of $15 per cubic yard. Reliable agrees to provide all necessary documentation or information required by FEMA for the Township to seek reimbursement of the amounts paid to Reliable pursuant to this provision. (e) In the event that: (i) the Governor of the State of New Jersey adopts an Executive Order declaring a State of Emergency arising from a major weather event; and (ii) the amount of Class-B materials received from an approved source within the Township exceeds 276 cubic yards in a thirty (30) day period following the adoption of the Executive Order; Reliable may reduce the amount of rent due for the following month for the amount of Class-B materials for that thirty (30) day period that exceed the 276 cubic yards in the thirty (30) day period at a rate of $15 per cubic yard up to, but not to exceed the total rent due during that thirty (30) day period. a. To initiate any claims as per paragraphs (d) or (e), Reliable shall submit copies of all incoming load tickets that clearly indicate the municipality of origin for the Class B material being delivered to the property. The incoming ticket shall indicate the volume of material received, the type of vehicle used to deliver the maiteriai, the iicense piate number of the vehicle and the fees charged for the entire load of Class B material being deposited. (f) Reliable may charge residents for the acceptance of tires at a rate not to exceed $ $5 per tire for regular passenger tires, this provision shall not apply to the acceptance of tires generated by or from municipal vehicles which Reliable shall accept at no charge to the Township. 4. Early Termination Provision — Reliable may terminate this Agreement by providing the Township with at least one hundred eighty (180) days prior notice of its intent to terminate this Agreement if in any three year period of this Agreement: (a) Reliable has been adjudicated as having violated the Air Pollution Control Act, N.J.S.A. 26:2C-1, et. seq. and the regulations of the Department of Environmental Protection (the “DEP”) at N.J.A.C. 7:27-1.1, et. seq.; (b) Reliable has been assessed and pays monetary fines or penalties in excess of $50,000; (c) Reliable has provided records to the Township of incoming and outgoing Class B materials in and from the Facility on a monthly basis; and (d) Reliable

ry fines or penalties in excess of $50,000; (c) Reliable has provided records to the Township of incoming and outgoing Class B materials in and from the Facility on a monthly basis; and (d) Reliable has made all reasonable and requisite efforts to avoid such violations, including, but not limited to: (i) operating the odor control system at the Facility during grinding, during Opening piles of any materials at the Facility, and/or during periods of high winds as required under this Agreement; (ii) maintaining the materials below the levels and amounts set forth in Paragraph 3(b) of this Agreement; and 3

(iii) Has completed the reconfiguration of the Class B Operations area to conform to the proposed revised site plan wherein the soil currently stored on site has been removed, a berm has been constructed along the access road to the Class C area and all Class B operations have been removed to the furthest boarder of the Class B area as indicated in prior drawings. (iv) conducted daily inspections along Summit Street and at the entrance driveway of the Facility to detect possible dissemination of odors from the Property. 5. Notice — Any notices required hereunder to the Township shall be hand delivered or mailed by certified first-class postage prepaid mail to the Municipal Clerk, Township of West Orange, 66 Main Street, West Orange, New Jersey 07052 or such other address as the Township may designate in writing to Reliable. Any notice required hereunder to Reliable shall be hand delivered or mailed by certified first-class postage prepaid mail to the Reliable Wood Products, LLC, 398 Lincoln Boulevard, Middlesex, New Jersey 08846 or such other address as Reliable may designate in writing to the Township. 6. Captions — The captions appearing in this Agreement or of any copies thereof are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope or intent of this Agreement nor in any way affect this Agreement. 7. Governing Law — This Agreement shall be construed in accordance with the laws of the State of New Jersey without regard to conflicts of law principles. The parties consent to the personal and subject matter jurisdiction of the Superior Court of New Jersey for resolution of any and all claims arising out of or in connection with this Lease. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. ATTEST: TOWNSHIP OF WEST ORANGE By: Karen Carnevale, Municipal Clerk Robert D. Parisi, Mayor RELIABLE WOOD PRODUCTS, LLC Matthew Vastano 4826-4529-9330, v. 1 w MARCEL.

Exhibit “A”

Request for Proposal For Operation of the Township of West Orange Recycling Center 590 Mt. Pleasant Avenue West Orange, New Jersey For Class B, Exempt Woods Class C, Exempt Compost Operation And the Recycling Convenience Center June 2018 The Township of West Orange Anne DeSantis Purchasing Agent 66 Main Street, Room 111 West Orange, New Jersey 07052 1