8/2/2017 UPPER CAPE REGIONAL TRANSFER STATION BOARD OF MANAGERS Minutes

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adding that Mashpee Board of Selectmen were aware of the negotiation and she had been authorized to act on the Town's behalf Mr. Jack agreed that, unless the terms of the contract had changed, his Board had been notified and he was authorized to act. Mr. Tilton agreed that he had the authority to vote, in consultation with his Board of Selectmen, lir. Barrett indicated that he had not reviewed the contract and was unaware if it differed from the proposal and also referenced 'questions brought up with Recycling Solutions, adding that he would prefer to read the contract prior to voting on it. Mr. Costello confirmed that Mr. Barrett would receive a copy of the contract prior to signing and executing it. Mr. Costello stated that he reviewed the IMA and believed that the Board of Managers, as delegates of their respective towns, had been entrusted with the legal authority to vote to approve contracts, by majority of the Board. Mr. Costello also discussed the issue with Falmouth, who has served as the lead town for the facility. Mr. Barrett requested that he be provided an opportunity to read a position statement from the Bourne Board of Selectmen, later in the meeting. Mr. Costello indicated that the term of the agreement, as a result of discussion's. would expire December 31, 20 22} the date o f.which was initially December 31, 2021, Through discuss ion, it was noted that with the revel of capital inveAment, 2022 would not secure the investment,. .Additionally,the contract had taken longer to roll out. Likewise, if it was determined to be in the public interest to extend the contract, the contract could be extended.an additional three years. Chairman Laurent noted that the towns' 10 year disposal contracts expired January 1, 2025 and inquired whether there should be discussion regarding a two or three year extension to consider potential future municipal creeds, Mr, Costello confirmed it was initially single year extensions but the contractor preferred a lump sum extension in order to reap the benefit of capital investments. Mr. Cavossa pointed out that, at the end of five years, capital investments would meed upgrades or replacements, and a one year extension may make capital investment decisions more challenging, Mr, Cavossa agreed to December 31, 2024 as an end date. It was suggested to use wording "UP to three years.' Mr. Costello referenced the liquidated damages clause, damage assessment that could result in a breach by the contractor, avossa's Counsel reeornmended addressing the issue before the agreement was executed. Weston & Sampson recommended an annual revenue streamfor the use of the property to be $78,000 so Mr. Costello recommended that a maximum amount of 78,foo be stipulated for liquidated damages. The Chair clarify d that it mould be strictly for potential of lost revenue. Mr. Costello stated that there was a separate provision for environmental issues where the contractor would be responsible for fines and penalties. Mr. Tilton inquired if$78,000 would change each year;and Mr. Costello responded that the figure could be flexible. Mr. Costello agreed that $78,000 was a fair estimate and Mr. Jack agreed to it as a firm figure. Mr. Costello also referenced the performance bond but the contractor expressed concern about the challenges of obtaining tl-ie performance bond based on the nature of the' contract and the cost. Mr. Costello did not believe there should be an issue to obtain the bond because the contractor had an obligation to perform. The original performance bond was proposed to be $200 0oo but there was discussion with the contractor about lowering the bond to the annual revenue stream amount of$78,000. Mr. Costello er-nphasi ed that the performance bond was added security for the towns through a third party/insurance company, Mr, Cavossa responded 2