HomeMy Public PortalAboutr 21-151Y450t tiara of fht 30rvgh of TartQxe#, N, 5-
#21 -151
Date of Adoption Aueuat 26, 2021_
AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT
WITH THE MIDDLESEX COUNTY IMPROVEMENT AUTHORITY
FOR THE PROVISION OF YARD WASTE RECYCLING
AND MARKETING SERVICES
BE IT RESOLVED, by the Mayor and Council of the Borough of Carteret that the
Mayor and/or the appropriate Borough Officials are hereby authorized to execute an
agreement with the Middlesex County Improvement Authority for the provision of yard
waste recycling and marketing services.
Adopted this 26° day of August, 2021
and certified as a true copy of the
original on August 27, 2021,
CARMELA POCORZELSKI, RMC
Municipal Clerk
RECORD OR COUNCIL VOTE
COUNCILMAN
YES
NO
NV
A.B.
COUNCILMAN
YES
NO
NV
A.B.
BIMLINO
X
JOHAL
X
DIAZ
X
KRW
X
DIMASCIO
X
NAPLES
X
X- Indicate Vote AII- Absenl NV -Not Voting XOR -Indicates Vote to Overrule Veto'
Adopted at a meeting of the Municipal Council
August 26, 2021 �
r
>
Nunicr.pal Clerik , t...,,.'i '
AGREEMENT FOR THE PROVISION OF
YARD WASTE RECYCLING AND MARKETING SERVICES
THIS AGREEMENT, made this 1st day of September, 2021, by and between the
MIDDLESEX COUNTY IMPROVEMENT AUTHORITY, a public body corporate and
politic of the State of New Jersey (the "Authority ") and the Borough of Carteret, a municipal
corporation in the State of New Jersey (the "Municipality ").
WITNESSETH: ,
WHEREAS, pursuant to the Solid Waste Management Act, N.J.S.A. 13:1 E -1, et seq., each
county within the State of New Jersey is deemed a solid waste management district; and
WHEREAS, each solid waste management district is responsible for developing a solid
waste management plan that sets forth the strategy for disposing and /or recycling of solid waste
generated within the geographic boundaries of the respective county; and
WHEREAS, the Board of County Commissioners (the "Board ") of the County of
Middlesex (the "County ") has adopted the Middlesex County Solid Waste Management Plan, as
the same has been amended from time to time (the "County Plan "); and
WHEREAS, as part of the County Plan, the County has adopted a mandatory recycling
plan ( "Recycling Plan "), which, among other things, establishes a strategy for recycling at least
sixty percent (60 %) of the County's total solid waste stream and mandates the recycling of the
following recyclable materials; specifically: newspaper, aluminum, food and beverage containers,
glass food and beverage containers, high grade office paper, corrugated cardboard, leaves, and
motor oil, steel cans, plastic containers, mixed paper, textiles and brush; and
WHEREAS, the County Plan designates the Authority as the sole implementing agency
responsible for the implementation of the County's recycling plan; and
WHEREAS, in order to ensure uniform recycling collection and marketing services of
recyclables and thereby increase the percentage of those materials recycled and marketed, the
Authority sponsors a County -wide waste recycling collection and marketing program, which may
be utilized by the municipalities in the County on a voluntary basis; and
WHEREAS, in order to ensure uniform recycling and marketing services for yard waste
materials in the County and thereby increase the percentage of yard waste materials recycled and
marketed, the June 2, 1994 Amendment to the County Plan provided for the development and
implementation of a County -wide yard waste recycling and marketing program, pursuant to which
the Authority will provide services to participating municipalities for leaf composting and brush
chipping and /or processing and for a program for composting or processing grass clippings; and
z
WHEREAS, such yard waste recycling and marketing services will be provided by the
Authority by a private contractor, who has been selected by the Authority pursuant to a bidding
process undertaken by the Authority; and
WHEREAS, the Municipality provides, on its own or by contract, for the collection and /or
composting of leaves generated within the geographic boundaries of the Municipality and the
collection and processing of brush and leaves; and
WHEREAS, in order to enhance the development of a uniform, county -wide recycling
program and increase the recycling and marketing of yard waste materials in the County, the
Municipality has included in its recycling ordinance or will amend its recycling ordinance to
provide for the source separation by municipal residents of, among other things, brush, leaves,
Christmas trees and grass clippings; and
WHEREAS, the Municipality desires to permit the Authority to assume responsibility for
the recycling and marketing of yard waste under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants of each to
the other as set forth in this Agreement, and for other good and valuable consideration, the parties
hereby agree as follows:
ARTICLE I - GENERAL
Section 1.1
The following definitions shall apply to and are used in this Agreement:
"Acceptable Yard Materials" - means Yard Materials that have been source separated at
the point of generation and are not commingled at any time. Yard Materials may consist of
vegetative or organic materials produced from the care and maintenance of landscape areas,
gardens and lawns.
"Agreement" - means this "Agreement for the Provision of Yard Waste Recycling and
Marketing Services."
"Authority" - means the Middlesex County Improvement Authority, a public body
corporate and politic of the State of New Jersey, organized by the County pursuant to the County
Improvement Authorities Law (N.J.S.A. 40:37A - 44 et sec..).
"Board" - means the Board of County Commissioners Freeholders of the County of
Middlesex, New Jersey.
"Brush" - means branches, woody plants, and other like vegetative material that do not
exceed five (5) inches in diameter, and Christmas trees. `Brush" does not include leaves and grass
clippings.
186629v12
"Commencement Date" - means the date upon which the Authority and the Municipality
agree that the Authority, through its Contractor, will commence the provision of the Yard Waste
Recycling and Marketing Services.
"Compost" - means decomposed, humidified, organic matter produced as a result of
accelerated decomposition of Acceptable Yard Materials based on microbial self - heating.
"Contractor" - means the contractor selected by the Authority from time to time to provide
Yard Waste Recycling and Marketing Services pursuant to the Yard Waste Contract.
"Contractor Sites" - means the New Jersey Department of Environmental Protection or
other regulatory agency approved and permitted sites operated by the Contractor where the
Contractor composts a portion of the leaves, Brush and /or grass generated by the Municipalities.
"County" - means the County of Middlesex, New Jersey.
"County Plan" - means the Middlesex County district solid waste management plan,
adopted by the Board pursuant to the Solid Waste Management Act, which provides for the
collection, disposal and /or recycling of solid waste generated within the geographic boundaries of
the County, as the same may be amended from time to time.
"DEP" - means the New Jersey Department of Environmental Protection or any successor
agency.
"Designated Sites" - means the Municipal Composting Site, Regional Site and the Grass
Site.
"Grass Site" - means the site provided by the Contractor to compost, process or transfer
grass clippings.
"Local Public Contracts Law" - means N.J.S.A. 40A:11 - 1 et sM.
"Municipality" - means the Borough of Carteret, a municipal corporation of the State of
New Jersey.
"Municipal Site" - means the site or sites designated by the Authority where the
Municipality will deliver leaves and Brush collected by the Municipality.
"Program" - means the Yard Waste Recycling and Marketing Program, adopted by the
Board on September 2, 1993 (County Plan Amendment Nos. 1993 -4 and 1993 -5) and modified by
the Board on June 2, 1994 (County Plan Amendments Nos. 1994 -2 and 1994 -3), as an integral
component of the county -wide mandatory recycling program, pursuant to which the Authority
shall provide, on behalf of all participating municipalities in the County, for the composting of
leaves and grass clippings and the chipping or other processing of Brush.
186629v13
S
"Recycling Ordinance" - means , the ordinance enacted by the
Municipality establishing the mandatory municipal recycling program implemented in accordance
with the Solid Waste Management Act and the County Plan, as the same includes leaves, Brush
and, if applicable, grass clippings as the same may be amended in the future from time to time for
other purposes.
"Regional Site" - means the Middlesex County Improvement Authority Transfer Site at the
Middlesex County Landfill in East Brunswick where a Municipality will deliver Acceptable Yard
Materials for trans - shipment to the Contractor's processing facility.
"Residents" - means private and institutional residents of the Municipality that are required
to source separate leaves, Brush and, if applicable, grass clippings, pursuant to the Recycling
Ordinance.
"Term" - means the period of time during which the Agreement shall be in full force and
effect as provided in Section 2.1 herein.
"Yard Materials" - means leaves, Brush, and grass clippings (if applicable).
"Yard Waste Contract" - means the contract executed by and between the Contractor and
the Authority, pursuant to which the Contractor shall provide Yard Waste Recycling and
Marketing Services for the Program.
"Yard Waste Recycling and Marketing Services" - means all the duties, obligations, and
services to be provided by the Contractor that are related to the composting, processing, transfer,
storage, sale or distribution, or any combination thereof, of Acceptable Yard Materials and the
return of Compost or other processed materials to the economic mainstream in the form of raw
materials or products.
Section 1.2 GENERAL RESPONSIBILITIES
1.2.1 Conforming Recycling Ordinance.
(A) Recycling Ordinance. The Municipality represents and warrants that its Recycling
Ordinance is, and shall at all times be, consistent with the County Plan. The Municipality further
represents and warrants that such Recycling Ordinance prohibits the scavenging of Acceptable
Yard Materials.
(B) The Municipality shall not amend or change the Recycling Ordinance without the
prior written approval of the Authority.
1.2.2 Designated Sites. The Municipality will deliver leaves, Brush and, if applicable,
grass clippings to a Municipal Site, the Regional Site or a Contractor Site. If the Authority changes
the location of the Designated Site, the Authority will identify a Designated Site where the
Municipality's leaves, Brush, and if applicable, grass clippings will be delivered by the
Municipality for composting or transfer. The Authority and the Contractor shall use their best
186629v14
efforts to designate, to the extent possible and subject to regulatory restrictions relating to, among
other things, size and capacity, a Municipal Site that either is the same site to which the
Municipality currently delivers its leaves or to a site that is within a reasonable distance from the
Municipality. The Authority will notify the Municipality of the location of the Municipal Site in
writing. The Authority may change the Designated Site from time to time upon fourteen (14) days
prior written notice to the Municipality.
(A) The Municipality shall be responsible for ensuring that it delivers to the Designated
Sites only source separated Acceptable Yard Materials, which means that the leaves, Brush, and if
applicable, grass clippings must be collected and stored in segregated containers and may not be
commingled together or with any other material or solid waste. Leaves and grass clippings shall
be clean with no plastic bags, household trash or other inorganic materials. The Municipality shall
be responsible for any cost or expense incurred by the Authority or the Contractor resulting from
the Municipality's failure to deliver Acceptable Yard Materials, including but not limited to,
payment of transportation and disposal costs associated with the Municipality's contaminated Yard
Materials. The Municipality will be responsible for the removal, or the cost of disposal, of any
trash, stumps, or brush material in excess of five inches in diameter commingled with any yard
waste delivered to the Designated Site. The Municipality shall be responsible to separate any
brush material in excess of five inches in diameter. The Municipality shall be responsible for the
disposal of larger branches or stumps through a separate agreement between them and Nature's
Choice or another Contractor of their choosing.
(B) The Municipality shall notify all Residents of the Yard Materials thatrnust be source -
separated, the schedule for collection, and manner in which the Yard Materials are to be prepared
for collection. Such notices shall be posted or published at a minimum, not less than twice yearly
and may include one of the following forms of notice: (1) place an advertisement in a newspaper
circulating in the Municipality; (2) post a notice in public places where public notices are
customarily posted; or (3) include a notice with other official notifications periodically mailed to
Residents, such as, for example, tax notices. The Municipality shall pay the costs and expenses
associated with the preparation, posting, advertisement and distribution of all such notices.
(C) The Municipality may prepare and distribute literature and other educational materials
describing, among other things, (i) the municipal recycling program established pursuant to the
Recycling Ordinance, (ii) the Program and the Yard Waste Recycling and Marketing Services to
be provided within the geographic boundaries of the Municipality, (iii) the Yard Materials to be
source- separated, (iv) the manner or method of preparing source - separated material for collection,
and (v) the location and schedules for collection. All such literature and other educational
materials shall be prepared in accordance with written guidelines established by the Authority and
shall be approved by the Authority prior to distribution.
1.2.3. Enforcement of Ordinance. The Municipality shall be primarily responsible for
the development of an enforcement program and enforcement of the Recycling Ordinance,
including the provisions thereof relating to the Program.
1.2.4 Compliance with Authority. This Agreement shall cover the disposal of stumps
and brush material that is a maximum of 5 inches in diameter only. Stumps and brush material in
186629v15
E
excess of 5 inches in diameter shall not be co- mingled with material when delivered to a
designated site. If it is determined the load is over the 5 inch in diameter limit, the entire load shall
be considered outside the terms and conditions of this Agreement. In that case, the entire load shall
become the responsibility of the Municipality to dispose of at their sole cost and expense either
with the County Contractor or with a contractor of their choosing with whom they shall contract
directly.
Section 1.3 AUTHORITY'S RESPONSIBILITY
1.3.1 Provision of Recycling and Marketing Services. The Authority shall cause the
Contractor to provide Recycling and Marketing Services to the Municipality for Acceptable Yard
Materials. In particular, the Contractor shall transport leaves, Brush and grass clippings from the
Municipal Site and Regional Site. The Contractor shall be responsible for the preparation,
transportation and marketing of the Compost, Brush chips and /or any other end product resulting
from the processing of Acceptable Yard Materials and for the disposal of any Compost or end
product materials.
1.3.2 Transportation Routes) and Schedules. The Authority and the Municipality
shall establish reasonable transportation routes to each Designated Site, giving due regard to
federal, state and local traffic laws and regulations, and a delivery schedule for each material
collected by the Municipality and to be delivered to such Site.
1.3.3 Preparation of Guidelines for Program Literature and Educational Materials.
The Authority shall prepare guidelines for the development of Program literature and other
educational materials to be prepared and distributed by the Municipality.
1.3.4 Public Education /Awareness. At the request of the Municipality, the Authority
shall assist the Municipality with the development of a public education/awareness campaign,
consistent with the Authority's guidelines, to ensure that the Residents participate in the Program.
1.3.5 Reports. The Authority and the Contractor will develop an appropriate reporting
program that will reasonably identify Acceptable Yard Materials delivered to or collected from the
Designated Sites by or on behalf of the Municipality. The Authority shall use its best efforts to
provide to the Municipality copies of the Contractor's monthly and annual reports that are related
to the Municipality and that are submitted to the Authority in accordance with the Yard Waste
Contract that relate to the Municipality's participation in the Program. At the request of the
Municipality, the Authority shall make available, or cause the Contractor to make available, any
backup data or documentation related to the Program used in preparing such reports during regular
business hours of the Authority or the Contractor, as the case may be.
1.3.6 Contractor's Obligations. The Authority will cause the Contractor to provide the
Yard Waste Recycling and Marketing Services on the Designated Sites in accordance with all
applicable federal, state and local laws and regulations. The Authority shall enforce its rights and
obligations under the Yard Waste Contract to ensure that the Contractor provides the Yard Waste
Recycling and Marketing Services on a timely basis in accordance with the terms thereof.
186629v16
1.3.7 Monitoring and Compliance. The Authority and the Municipality will work with
the County Department of Health to monitor compliance with applicable environmental laws and
regulations at the Designated Sites.
ARTICLE II
TERM AND TERMINATION
Section 2.1 TERM
(A) The Term of this Agreement shall commence on September 1, 2021, if the
Municipality is currently participating in the yard waste program and shall end on August 31, 2024,
unless this Agreement or the Yard Waste Contract is earlier terminated or extended as provided
herein.
(B) The Authority shall have the option in its sole discretion, of extending the term of this
Agreement for a period of two (2) one (1) year terms through August 31, 2026. If exercised, the
Authority shall provide notice to the Municipality within sixty (60) days of the termination date.
(C) Notwithstanding anything contained herein to the contrary, the Authority shall be
entitled to terminate its obligation herein to provide Yard Waste Recycling and Marketing Services
under this Agreement at any time upon the provision of sixty (60) days prior written notice to the
Municipality.
ARTICLE III - FINANCIAL TERMS
Section 3,1 COST TO MUNICIPALITY
The Authority shall provide Yard Waste Recycling and Marketing Services to the
Municipality throughout the Term of this Agreement September 1, 2021, to August 31, 2024 as
follows:
September 1, 2021, through August 31, 2024
$ 45.43 per ton for leaves
$ 37.95 per ton for brush
$ 37.95 per ton for grass clippings
In the event the Municipality delivers Yard Waste directly to Contractor's Site, the cost to
the Municipality shall be as follows:
September 1, 2021, through i August 31, 2024
$ 45.43 per ton for leaves
$ 37.95 per ton for brush
$ 37.95 per ton for grass clippings
186629v17
The Authority shall submit to the Municipality a copy of the monthly invoice for Yard
Waste Recycling and Marketing Services submitted to the Authority by the Contractor pursuant to
the Recycling Contract. The Municipality shall pay its portion of such invoice within sixty (60)
days of receipt thereof. Monthly payments to the Authority must clearly indicate the month and
amount attributable to Yard Waste Recycling and Marketing Services.
In the event that the Authority or the Contractor incurs any cost or expenses as a result of
the Municipality's failure to perform any of its obligations hereunder, the Authority shall submit
to the Municipality a documented invoice for such cost and expense, and the Municipality shall
pay such invoice within sixty (60) days following receipt thereof.
ARTICLE IV - LIMITATIONS OF LIABILITY
Section 4.1 AUTHORITY LIMITATIONS
(A) The Authority shall use best efforts to assure that the Contractor performs the Yard
Waste Recycling and Marketing Services in accordance with all applicable federal, state and local
laws and regulations and the terns and conditions of the Yard Waste Contract; however the
Authority shall not be liable for any costs and expenses incurred by the Municipality as a result of
the negligent acts or omissions of the Contractor or the Contractor's failure to perform the Yard
Waste Recycling and Marketing Services.
(B) The remedies set forth in this Agreement shall be the sole remedies available to the
parties, and neither party shall be entitled to recover consequential or incidental damages arising
out of the other party's failure to perform their obligations hereunder.
Section 4.2 MUTUAL INDEMNIFICATION
4.2.1 Authority Indemnification. To the extent permitted by law, the Authority shall
indemnify, defend and hold harmless the Municipality, its officers, employees, contractors and
agents fiom and against any and all claims, suits, losses, liabilities, penalties, assessments,
damages, costs and expenses, including reasonable attorney's fees resulting from injury (including
death) to persons or damage to or loss of real or personal property resulting from the negligence
or willful misconduct of the Authority, its officers, members and employees arising in connection
with the performance of its obligations hereunder; provided, however, that the Authority shall have
no such obligation to indemnify or hold the Municipality harmless for any loss or damage resulting
from the negligence or willful misconduct of the Municipality, the Contractor, or their respective
officers, employees or agents.
4.2.2 Municipality Indemnification. To the extent permitted by law, the Municipality
shall indemnify, defend and hold harmless the Authority, its officers, members, employees,
contractors and agents from and against any and all claims, suits, losses, liabilities, assessments,
damages, costs and expenses, including reasonable attorney's fees resulting from injury (including
death) to persons or damage to or loss of real or personal property resulting fi-om the negligence
or willful misconduct of the Municipality, its officers, members, employees or agents arising in
connection with the performance of its obligations hereunder or in connection with any Designated
186629v18
Site owned and maintained by or on behalf of the Municipality; provided, however, the
Municipality shall have no such obligation to indemnify or hold the Authority harmless for any
loss or damage resulting from the negligence or willful misconduct of the Authority or its officers
and employees.
ARTICLE V - TERMINATION
Section 5.1 BY EITHER PARTY
This Agreement may be terminated by either party upon the happening of either one or
both of the following events; provided, however, that this Agreement may not be terminated by a
party that is responsible for the occurrence of such event:
(A) In the event that any permit, license, consent, approval or authorization that either the
Authority or the Municipality is required to possess in order to carry out its obligations under this
Agreement is refused, revoked or withdrawn; or
(B) In the event that any litigation, whether judicial, administrative or otherwise, results
in the entry of an order requiring that the Program cease or that the Authority cease to act as the
implementing agency for the Program, this Agreement shall be terminated upon the date specified
in such order without any responsibility or liability for such termination between the parties hereto,
except as otherwise provided herein.
Section 5.2 BY THE AUTHORITY
This Agreement may be terminated by the Authority upon the happening of any one of the
following events:
(A) In the event that the Yard Waste Contract is terminated or expires in
accordance with its terms;
(B) In the event that funds are unavailable to the Authority for use in funding the
Program; or
(C) In the event that the Municipality fails to pay any amounts owed pursuant to
this Agreement.
Section 5.3 BY THE MUNICIPALITY
This Agreement may be terminated by the Municipality upon the repeated and persistent
failure by the Contractor to materially perform the Yard Waste Recycling and Marketing Services
in accordance with the terms and conditions of this Agreement, which failures shall be documented
by the Municipality. Prior to termination, the Municipality shall serve notice upon the Authority,
which shall specify the Contractor's failure to perform the Yard Waste Recycling and Marketing
Services and provide the Contractor with sixty (60) days in which to cure same or seek applicable
remedies as set forth within the Yard Waste Contract. Failure of the Contractor to cure shall entitle
the Municipality to terminate this Agreement thirty (30) days thereafter.
186629v19
10
ARTICLE VI - COVENANTS AND RESPONSIBILITIES
Section 6.1 ADDITIONAL COVENANTS OF MUNICIPALITY
During the Term of this Agreement or any extension thereof, the Municipality warrants
and covenants to the Authority as follows:
(A) The Municipality shall comply with applicable federal, state and local laws, approvals
and regulations relating to the collection, transportation and storage of Acceptable Yard Materials.
(B) The execution, delivery and performance of this Agreement has been (1) authorized
by the governing body of the Municipality; (2) does not require any consent, approval or
referendum of voters; and (3) will not violate any judgment, order, law or regulation applicable to
the Municipality.
(C) The Municipality shall not take any action which will impede the Authority's ability
to use, obtain and /or maintain any Municipal Site,
Section 6.2 ADDITIONAL COVENANTS OF THE AUTHORITY
During the Term of this Agreement or any extension thereof, the Authority represents,
warrants and covenants to the Municipality as follows that the execution, delivery and performance
of this Agreement has been: (1) authorized by the governing body of the Authority; (2) does not
require any consent, approval or referendum of voters: and (3) will not violate any judgment, order,
law or regulation applicable to the Authority.
ARTICLE VII - MISCELLANEOUS PROVISIONS
Section 7.1 MERGER CLAUSE
This Agreement (including schedules hereto, if any) constitutes the entire agreement and
understanding between the parties in relation to its subject matter, and supersedes all previous and
contemporaneous agreements, understandings, representations and warranties between the parties.
Section 7.2 MODIFICATIONS
The terms and conditions of this Agreement, including any schedules hereto may be
modified at any time by mutual agreement of the parties in writing, duly signed by their authorized
representatives.
Section 7.3 NOTICES
Any notice or consent required or permitted hereunder shall be in writing and shall be
delivered to the other party by registered mail or certified mail, return receipt requested, overnight
mail and addressed to the party as set out below, or to such other address as the said party may
have specified by notice given in writing to the other party.
186629v110
11
To the Authority:
Middlesex County Improvement Authority
101 Interchange Plaza
Cranbury, New Jersey 08512
Attention: Executive Director
Telephone: 609- 655 -5141
Telefax: 609 - 655 -4748
To the Municipality:
Borough of Carteret
61 Cooke Avenue
Carteret, New Jersey 07008
Attn: Carmela Pogorzelski, Borough Clerk
Unless otherwise expressly agreed to by the parties, any such written notice or consent shall
be deemed to be given on the date of receipt or rejection indicated on the certified mail return
receipt card.
Section 7.4 SUCCESSORS AND ASSIGNS, ASSIGNABILITY
This Agreement shall be binding upon and inure to the benefit of the respective successors
and assigns of the parties hereto. Neither party hereto shall have the right to assign this Agreement
without the express written consent of the other party, said consent shall not be unreasonably
withheld.
Section 7.5 SURVIVAL OF ALL INDEMNITIES
All indemnities contained in this Agreement shall survive the termination of this
Agreement.
Section 7.6 FORCE MAJEURE
The Authority and /or Municipality shall be excused fiom performing their respective
obligations under this Agreement as a result of fire, natural disaster, catastrophe, casualty, civil
commotion, acts of God or the public enemy, governmental prohibitions or regulations, or any
other causes beyond the reasonable control of the party relying thereon as justification for not
performing any obligation hereunder but only to the extent such act, event or condition actually
prevents such performance.
Section 7.7 HEADINGS
Captions and headings in this Agreement are intended for convenience of reference only
and shall not be considered as having any bearing on this Agreement.
186629v111
12
Section 7.8 GOVERNING LAW
This Agreement and any questions concerning its validity, construction or performance
shall be governed by the laws of the State of New Jersey.
Section 7.9 RELATIONSHIP OF THE PARTIES
Except as otherwise explicitly provided herein, no party to this Agreement shall have any
responsibility whatsoever with respect to services that are to be provided or contractual obligations
that are to be assumed by the other party, and nothing in this Agreement shall be deemed to
constitute either party a partner, agent or legal representative of the other party or to create any
fiduciary relationship between the parties.
Section 7.10 NO WAIVER
The failure of the Authority or the Municipality, as the case may be, to insist, in any one
or more cases, upon the strict performance of any of the terms, covenants, conditions, or provisions
of this Agreement or to exercise any option herein contained shall not be construed as a waiver or
a relinquishment for the future of any such term, condition, provision, agreement or option. No
waiver by the Authority or the Municipality of any term, covenant, condition, or provision of this
Agreement shall be deemed to have been made unless expressed in writing and signed by the other
party.
Section 7.11 SEVERABILITY
In the event that any provision of this Agreement shall, for any reason, be determined to
be invalid, illegal, or unenforceable in any respect, the parties hereto shall negotiate in good faith
and agree to such amendments to this Agreement or to such other appropriate actions as, to the
maximum extent practicable in light of such determination, shall implement and give effect to the
intentions of the parties as reflected herein, and the other provisions of this Agreement, as so
amended, shall remain in full force and effect.
Section 7.12
This Agreement may be executed in any number of counterparts with the same effect as if
the signature and seals thereto and hereto were upon the same instrument.
186629v112
13
IN WITNESS WHEREOF, the parties each represent to the other that the individuals
executing this Agreement are fully authorized and empowered to sign on their behalf.
ATTEST:
ATTEST:
186629v113
MIDDLESEX COUNTY
IMPROVEMENT AUTHORITY
Chairman
MUNICIPALITY: CARTERET
s
Mayor
Louis N. Rainone
Craig J. Coughlin*
David L. n8nchello
Ronald H. Gordon
Carol A. Berlen
John F. Gillick
Brian P. Trelease*
Claudia Marchese
Charles R.G. Simmons*
Anne F.. Rowan
Matthew It. Tavares*
Sapmm Shah*A
* Also admitted in New York
A Also admitted in DC
R A I N O N E
COUGHLIN'
MINCHELLO „px
ATTORNEYS AT LAW
September 16, 2021
VIA REGULAR MAIL
Borough of Carteret
61 Cooke Avenue
Carteret, New Jersey 07008
Attn: Carmela Pogorzelski, Borough Clerk
Andy G. Mercado
Christopher D. Zingaro
Vaughn Parchment
Thomas Schoendorf
Nahimot A. Adedimeji
Corissa L. Sherman
CBerlet)@NjltCt\tLiw.com
RE: YARD WASTE RECYCLING AND MARKETING SERVICES SHARED SERVICES
AGREEMENT WITH MIDDLESEX COUNTY IMPROVEMENT AUTHORITY
Dear Ms. Pogorzelski:
Enclosed please find an original fully executed Agreement relative to the above - captioned
matter for your records.
Thank you.
Very truly yours
RAINONE COUGHLIN MINCHELLO, LLC
By: -
Carol A. Berlen, Esq.
CAB /arg
Enclosure
cc: Diane Hanlon, Recycling Program Assistant
555 U.S. Highway One South,
192728v1 Suite 440
Iselin, New Jersey 08830
Cc : b V16 �I �1GL2 D 1 1
7�1: (�3 s2
Fax: (732) 791 -1555
w,&m,.njccmlaw.conr