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The Envir-onnient Savers
1010 Hoyt Ave.
Ridgefield, NJ 07657
T: (201) 943-7142
F: (201) 943-6928
3030 Reynolds Rd.
Lakeland, FL 33803
T: (863) 665-3755
F: (863) 665-3866
EPS PROCESSING EQUIPMENT AND OUTPUT PRODUCTION
AND SUB -LEASE AGREEMENT
THIS AGREEMENT is entered into by and between the following entities on the
day of (Effective Date):
RecycleTech Corp. ("RecycleTech"), having a principal office at:
Address: 1010 Hoyt Ave.
Ridgefield, NJ 07657
Telephone: (201) 943-7142
Fax: (201) 943-6928
Indian River County Solid Waste Disposal District ("Operator'), having offices at:
Address: 132574 th Ave. S.W.
Vero Beach, FL 32968
Telephone: (772) 770-5112
Fax: (772) 770-5296
Purpose of Agreement
RecycleTech has the lawful authority to place an EPS Extruding Machine ("Extruding
Machine") that permits the melting of Expanded Polystyrene ("EPS"), through a method known as
the EPS Heated Extruding Process via a grant awarded by the State of Florida. Operator desires
to obtain, via the grant and at the sole discretion of RecycleTech an Extruding Machine to densify
all its EPS packaging materials waste, byproducts of its operations.
RecycleTech requires that Operator sells, exclusively, to RecycleTech its entire
production of Extruded EPS Material during the term of this Agreement. Operator is willing to sell
to RecycleTech its entire production of Extruded EPS Material, provided RecycleTech pays
Operator the agreed upon compensation and further provided RecycleTech agrees to buy all of
Operator's production of Extruded EPS Material produced throughout the term of this Agreement.
In accordance with the terms and conditions of the grant, the machine must and always remain in
the State of Florida. The terms and conditions of the original grant/lease with Polk County and the
State of Florida remain in effect and are not superseded by this sub -lease agreement.
Additionally, operator is responsible for submitting a monthly report to RecycleTech for
submission to the state. The report format and instructions for submission will be provided prior
to installation.
IN CONSIDERATION of the mutual promises herein, both parties intending to be legally
bound, it is mutually agreed by and between the parties as follows:
1. Duration of Agreement. This Agreement shall commence upon the 1st day of
October, 2008 and shall terminate on the 30th day of September, 2011, unless sooner
terminated by other provisions in this Agreement. Upon completing a three year term,
RecycleTech agrees to transfer ownership of the machine to the Operator for a nominal
fee, estimated to be less than $100.
2. Equipment and Services. RecycleTech shall provide, for the agreed upon
compensation listed below, one complete EPS Extruding Machine capable of meeting
v� r
Operator's needs to process its EPS packing material. This equipment shall carry a
Serial Number, to be assigned. In addition hereto, RecycleTech shall deliver, install and
setup the equipment at Operator's premises and shall train Operators personnel in the
adequate operation of the equipment at the Operators expense.
3. Delivery, Equipment and Services Price. RecycleTech shall deliver the unit on
or before October 31$', 2008 (or upon a mutually agreed upon date). Operator shall issue
a Purchase Order to RecycleTech in the total sum of $1,000.00 for the delivery and
installation, which are not covered by the grant, prior to the delivery/installation. FOB
Lakeland, Florida. (This contract excludes sales or use tax. It is the responsibility of the
purchaser to pay sales or use tax where applicable.)
4. Exclusivity. Throughout the term of this Agreement, Operator shall sell to
RecycleTech and RecycleTech shall purchase from Operator all of Operator's production
of Extruded EPS Material produced by Operator.
5. Extruded EPS Material Price and Other Obligations. RecycleTech shall pay
Operator $0.5 to .12 cents per pound for all Extruded EPS Material. Price depends upon
the cleanliness of the material. At the end of the term, RecycleTech will have the right of
first refusal for the purchase of the processed material for three years after the term of
the agreement. The following services are included by the Operator in exchange for the
agreed upon price per pound paid by RecycleTech:
a. Processing
b. Storage of Extruded EPS Material at Operator's premises and marking each
bag with a numerical sequential identifier such as IRC No. 001, etc.
c. Loading onto RecycleTech's supplied outgoing trucks at Operator's premises
d. Weighing
It is the responsibility of the operator to accurately weigh the total recycled EPS
that is loaded onto RecycleTech's supplied outgoing trucks and providing a bill
of lading.
Bags in containers for shipment of EPS.
All EPS should be placed in bags or containers that hold 1100 — 1600lbs. The
availability of bags varies, but a used bag, subject to availability, cost approximately
$4.00 used plus freight.
The foregoing $0.5 to .12 cents per pound of Extruded EPS Material price is
predicated on Operator producing clean EPS Material; however, if the EPS Material
produced by Operator is contaminated with debris (i.e, cardboard, poly -ethylene, metals,
general garbage, etc.), the price per pound shall be adjusted according to the quality of
the EPS Material produced. RecycleTech's obligation to purchase the output EPS
production shall not be affected by the quality of the EPS Material; only the price shall be
affected. RecycleTech's obligation pursuant to the foregoing shall be limited to picking up
full truck loads only. Less than full truckloads of containers may be delivered directly to
RecycleTech by the Operator.
Payment due to Operator pursuant to this paragraph shall be made on a net 30
days basis from date of shipment. Any payments received by Operator after 30 days
from date of shipment, shall bear interest at the highest lawful rate. All payments due to
Operator shall be computed on the actual truck weight less tare and packaging. All
Extruded EPS Material shall be FOB Operator's premises/ warehouse.
Although this Agreement requires Operator to sell to RecycleTech all of its
Extruded EPS Material production, there shall be no obligation upon Operator to produce
any minimum quantity of Extruded EPS Material.
6. Disclaimer.
a. Operator disclaims any and all warranties, whether expressed or implied,
fitness for use and/or merchantability, as to all Extruded EPS Material produced by and
through RecycleTech's Extruding Machine.
b. Operator shall have no liability or responsibility for the shipped EPS material
once the EPS material leaves Operator's premises.
7. Representations by RecycleTech. RecycleTech represents and warrants to
Operator as follows:
a. The Extruding Machine is capable of converting all of Operator's packing EPS
material into Extruded EPS Material; and
b. The Extruding Machine satisfies all minimum safety and design requirements
imposed by Government and Industry standards; and
c. During the term of this Agreement, the Extruding Machine shall be capable of
performance for the intended use; and
d.. Operation of the Extruding Machine does not violate patent rights, nor any
federal, state, municipal, local or city ordinance(s) and/or statute(s); and
e.. RecycleTech's personnel, involved in the training of the proper operation of
the Extruding Machine, are qualified and knowledgeable to teach the proper and
adequate operation of the Extruding Machine; and
L RecycleTech shall promptly comply with all obligations of this Agreement.
g.. RecycleTech is the lawful owner of the Extruding Machine provided via state
grant to Operator, and the Extruding Machine is free from all encumbrances.
8. Exclusions from Warranty. Notwithstanding the foregoing, the following items
are excluded from any warranty/service agreement by RecycleTech:
a. Bearings, v -belts, switches, buttons, belt replacement, machine greasing,
clearing of material jams, and cleaning of machine.
b. Operational misuse shall not be covered by any warranties/service agreement.
Any and all materials other than EPS that are put through this machine can potentially
damage the unit or cause a foreign object to become lodged inside the extruder or
damage the crusher and/or associated blades.
9. Further Obligations....
By Operator: Operator agrees to:
a. Pay for all utilities associated with the production of the Extruded EPS
Material; and
b. Purchase any of the Extruding Machine wearable parts, including but not
limited to, bearings, v -belts, switches and/or buttons required for the operation of the
Extruding Machine; and
c. Provide general maintenance for the Extruding Machine, including but not
limited to, Machine greasing on a monthly basis, belt replacement, as needed, clearing
jammed material and general cleaning; and
By RecycleTech: RecycleTech agrees to:
a. Perform routine preventative maintenance and visually inspect the Extruding
Machine every 6 months;
b. Provide advanced notice to Operator prior to any and all routine preventative
maintenance; and
c. Provide competent personnel, at RecycleTech's expense to train Operator's
personnel in the proper operation of the Extruding Machine; and
d.. Assume responsibility and liability for the EPS material, once the EPS
material leaves Operator's premises; and
e. Agrees to insure the EPS material cargo.
10. Indemnification.
a. Operator agrees to and does herewith indemnify and hold RecycleTech
harmless against all damages, debts, charges, claims, or liabilities (including attorneys'
fees reasonably incurred by RecycleTech) arising out of the breach of any
representations and warranties made in this Agreement and/or default of any of the terms
of this Agreement.
b. RecycleTech agrees to and does here with indemnify and hold Operator
harmless against all damages, debts, charges, claims, or liabilities (including attorneys'
fees reasonably incurred by Operator) arising out of the breach of any representations
and warranties made in this Agreement and/or default of any of the terms of this
Agreement.
11. Miscellaneous.
a. This Agreement shall not be amended, modified, or supplemented unless by
agreement in writing signed by both RecycleTech and Operator.
b. This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida and venue for any litigation arising hereunder shall be Polk
County, Florida.
c. This Agreement shall not be construed so as to create rights in persons or
entities other than Operator or RecycleTech, as third party beneficiaries or otherwise.
d. The Recitals contained in the "Purpose of Agreement" are true and correct
and are incorporated in this Agreement as part hereof.
IN WITNESS WHEREOF. this Agreement is executed on the dare and year`irst noted above.
RECYCLETECH TECH CORP., a New Jersey Corporation
RecycleTech. Inc..
Dan e:,hung, PresidenT
}
Signature
Cate
I?1JOW4 RjtVER OPLINTY
IF 1
S6LID'AASTE DWI SAL DISTRICT
' - Vice -Chairman
We le r'S%{lavi ,
Attest:j.K. Barton, Clerk of Court
By
Deputy Clerk
ph A. Baird, County Admin
Apprccved as to form and legai sufficiency:
Attest:
By- — -'
Ve Mess
Da'e
n E Fell. Senior Assistant County Attcrney
ATTACHMENT 2
2007.20o8:INNOVATIVE'WASTE'.REDUCTION,AND''rRECYCL• INO,ORANT'•AOREEMENt
FOR STATE ASSISTANCE UNDER SECTION403.709i); FLORIDA,8TATU7E$
P,ART;t 09ORANT'NOTIFICA•T,ION, INFORMATION.
1. Grants-AgreementlNumber IG&45 Z DaW&FAward: July2, 2007
3. Grant TItW: INNOVATIVE;WASTE'REDUCTION:AND' REC ,CLING GRANT
4'. Grant Period:' July 1„2007 orExecutlon (whiahewr I&W&I—JUIy 1,:2008
5. Grant Amdurit: $14•,7.5;000.00, o&, GrentseiMalbh,Amount: $1312,500:01}
7. C8FAN(and!Pr+ JW Name:,37.:050/lnnovatfv9•Wast6 Reductlomand Recycling Giants
8.. •lisuing Ofke:.
•Bureau of stolid and?Nssardousi,VVaste
Wasts, Reducdon'Swdorn(M8 4370)
2800�81a1r Stone Road.
Tallahassee, Florida 32399=2400
(SW) 245=9716
Graniee(s): COClNTY/C/TY/SI?F m—a(STRlCT• 'Speclfy'by'Nune
Grantee
Agency, PolkiCouMy Soild VVesta.
Name:
Address: 10 Ixvironmentel Loop S
VAnterHaven, FL33880
10. Orantee FwcafYear End: September, 30
11•6 Federal Empioyer IdendAcation .Numbs': SM00708
12. Grantee'S Reprpsentedve Authorized°blexecute Agreement:
Name: Richard WNIOht
Finendal Manager
Phone No.: 80284-4319
13:. Grantee's Grentusnager:
Name: Be8y Henderson
Title:, EduwWml8pecla"t-
pddree: 10 Environmental Loop 8, Winter Haven, FL 33880
Phorie,No.: 883;284 4319
Fax ;No:.
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