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Agenda - 02-17-2009 - 4l
1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: February 17, 2009 Action Agenda Item No. 4 - SUBJECT: UNC/Orange County Landfill Gas Agreement DEPARTMENT: Solid Waste Management PUBLIC HEARING: (Y/N) No ATTACHMENT(S): INFORMATION CONTACT: Under Separate Cover 1. Agreement— (A — Final; B— Redlined) 2. Pro forma Prospectives Gwen Harvey, 245-2307 Gayle Wilson, 968-2885 Brian Ferrell, 732-2196 PURPOSE: Approval of the final agreement establishing the Orange County/University of North Carolina (UNC) Landfill Gas Recovery Project BACKGROUND: In January 2008 the BOCC authorized entering into a Memorandum of Understanding (MOU) with the University of North Carolina at Chapel Hill to ensure due diligence and anticipate effective implementation of a landfill gas recovery project. On April 15, 2008 the BOCC received a project update and request to proceed and authorized County staff to move forward with the development of a proposed final contract with UNC. County and UNC representatives used the ensuring period over a series of strategy sessions to define and make determinations on a large number of highly complex details pertaining to project development, ownership, operations, maintenance, financing, and compensation. In general terms, the Agreement the County will grant UNC the rights to the landfill gas ("LFG.") generated at the Eubanks Road Landfill. UNC will construct a system to collect, transport, and combust such LFG, initially through flaring and then through electricity generation. In exchange for the LFG rights, UNC will make monthly payments to the County based on a percentage of the heating energy value of LFG that UNC has flared and used to generate electricity. UNC is responsible for all costs and operating responsibilities associated with the LFG Project. 2 A two-part presentation was provided to the BOCC at its meeting on December 11, 2008. The BOCC raised several questions for County staff to address before returning the proposed agreement to a subsequent agenda for action. These questions were examined and reported satisfactorily to the BOCC on February 3, 2009. Additionally, County staff in further review with UNC representatives after December 11 noted and reported to the BOCC serious shortcoming in the material terms of the proposed agreement involving undue risk and exposure to the County on termination rights and revenues for flaring. The County and UNC re-entered negotiations but ultimately arrived at a critical impasse which led to the BOCC receiving a series of options for consideration on February 3, 2009, including acceptance of the proposed agreement "as is"; pursuit of a final compromise position, or issuance of an RFP to solicit different vendors. Following a summary presentation by County staff and special legal counsel to the County at the February 3, 2009 BOCC meeting, and following additional information and verbal assurances offered by UNC in response to this presentation; the BOCC voted unanimously to approve the agreement subject to certain revisions agreed to by representatives of UNC during the meeting. The revisions agreed to during the February 3rd meeting as well as several other necessary technical revisions agreed to by lawyers for both UNC and the County are shown in redline form on the attached final agreement. FINANCIAL IMPACT: During the term of the proposed agreement, revenue to the Solid Waste Enterprise Fund could range from $115,000 to $140,000 annually, with the potential for an additional $3,500 to $40,000 annually from the sale of renewable energy credits. The actual income will be variable and based on the actual implementation the University's development timeline, landfill methane output, natural gas price fluctuations, federal greenhouse gas policy and other economic externalities. RECOMMENDATION(S): The Manager recommends the Board approve the Landfill Gas Agreement and authorize the Chair to sign. Mach mein+ I Q Execution copy LANDFILL GAS AGREEMENT between ORANGE COUNTY, NORTH CAROLINA and THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL Dated as of February 17, 2009 (00018638.DOC 24} TABLE OF CONTENTS ARTICLE I Definitions 5 ARTICLE II Respective Rights and Obligations of the Parties 12 A. Rights Granted to University 12 B. University's Operating Responsibility 14 C. The County's Operating Responsibilities 18 D. Operating Protocols 20 ARTICLE III Permitting and Construction of Facilities 20 ARTICLE IV Representations of the Parties 22 A. The University's Representations 22 B. The County's Representations 23 C. Disclaimer of Warranties 24 ARTICLE V Liability 24 ARTICLE VI Term and Termination 25 A. Termination Rights of the University 27 B. Miscellaneous Termination Events 27 C. Termination Rights of the County 28 D. Rights Upon Termination or Expiration 29 ARTICLE VII Purchase and Sale of LFG 32 A. The University's Purchase Obligations 32 B. Payments to the County 32 C. Payment for Gas Flared 32 D. Payment for Gas Converted to Energy 33 E. Adjustments to County Payments 35 {00018638.DOC 24} 1 F. Billing 42 ARTICLE VIII Respective Effective Dates of the University's Obligations Under this Agreement 42 ARTICLE IX Landfill Gas Delivery 43 ARTICLE X Insurance and Taxes 45 ARTICLE XI Dispute Resolution 46 ARTICLE XII Force Majeure 49 ARTICLE XIII Miscellaneous 49 ii (00018638.DOC 24) LANDFILL GAS AGREEMENT This Landfill Gas Agreement (the "Agreement") is entered into as of February 17, 2009 (the "Effective Date"), between Orange County, North Carolina (the "County") and the University of North Carolina at Chapel Hill (the "University"). The County and the University are sometimes hereinafter referred to individually as"Party" and collectively as"Parties." RECITALS WHEREAS, the University is the flagship public research university of the State of North Carolina located in Chapel Hill,North Carolina; WHEREAS, the University desires, in furtherance of its University Sustainability Policy and the sustainability objectives associated with the proposed Carolina North Campus, to pursue and implement projects in cooperation with community partners that preserve natural resources, conserve energy,reduce hazardous emissions, and lessen overall environmental impacts; WHEREAS, the County, as a good steward of the environment and a leader in the growth, development, and sustainability of the community, desires to partner with the University in its efforts to meet the goals of the University Sustainability Policy and its other sustainability efforts; WHEREAS,the University has determined that to help achieve these objectives it will work cooperatively with the County to extract landfill gas from the Orange County Landfill, and to convert that gas into energy to supply power and heat for the University's Carolina North Campus while at the same time removing significant quantities of greenhouse gases from the atmosphere; WHEREAS, the County desires, in furtherance of the health and well-being of its citizens and the fiscal soundness of the County, to enter into this Agreement with the University to make beneficial use of Landfill resources and to generate revenue for the County from the sale of LFG; WHEREAS, the County owns and operates the Orange County Landfill (NC Solid Waste Parcel 68-01) located on the north and south side of Eubanks Road, approximately 1.3 3 {00018638.DOC 24} miles to the west of the Highway 86 exit from Interstate 40, and approximately five (5) miles north of Chapel Hill, at 1514 Eubanks Road, Chapel Hill,North Carolina, which consists of two land disposal areas, a "North" closed unit comprising about fifty (50) acres (the "North Landfill"), and a "South" operating unit comprising approximately twenty-five (25) acres and operated in four phases (the "South Landfill"). The South Landfill is currently operating in Phase 4 and is expected to reach capacity in the Spring of 2011; WHEREAS, waste acceptance records indicate that the North Landfill received about 1.2 million tons of waste during its operating period from 1972 to June 1995. The capacity of the South Landfill is approximately 920,000 tons; WHEREAS, Landfill Gas (as defined below), consisting principally of methane, carbon dioxide, nitrogen and traces of other constituent gases, is generated as a by-product of the decomposition of waste in the Landfill; WHEREAS, subject to the terms and conditions set forth in this Agreement, the County desires to grant to the University the exclusive right to design, develop, install and operate the LFG Project (as defined below) to process the Landfill Gas (and in particular, methane) and to convert LFG into one or more forms of energy, thereby reducing associated greenhouse gas emissions from the Landfill, while at the same time generating power from a renewable energy source; WHEREAS, subject to the terms and conditions set forth in this Agreement, the University desires to have the exclusive right to design, develop, install, and operate the LFG Project, and to collect, extract, and remove LFG from the Landfill, and either to destroy such gas or to convert all or any portion of it into energy to supply part of the University's energy needs at its Carolina North Campus, or for any other lawful purpose; and 4 {00018638.DOC 24} WHEREAS, The County and the University desire to cooperate in the design, installation, and operation of the LFG Project because of the project's environmental, public, and economic benefits. NOW, THEREFORE, in consideration of the mutual agreements, representations, warranties, and covenants contained in this Agreement, and other good and valuable consideration,the receipt of which is hereby acknowledged,the Parties hereby agree as follows: ARTICLE I DEFINITIONS 1. Adjusted BTU Equivalent Price means (a) in 2010, $9.00 per MMBtu, and (b) each calendar year during the Term of the Agreement thereafter, $9.00 per MMBtu as adjusted upward on an annual, compounding basis by two percent (2%). The Adjusted BTU Equivalent Prices are set forth on Exhibit A to this Agreement. 2. Approvals shall mean the LFG Project Permits, easements, rights-of-way, consents, authorizations and other approvals that may be necessary for the University to install, construct, operate,maintain and repair the LFG Project. 3. Average Allowance Market Price means the average monthly market price in U.S. dollars, as determined by the methodology established by the Carbon Price Consultant in accordance with Paragraph 122 of this Agreement, attributed to one Emission Allowance created under federal legislation in the United States enacting a Cap-and-Trade System to regulate GHG emissions. 4. BTU shall mean British Thermal Unit. 5. BTU Equivalent Price shall be determined monthly in advance as the Transco, zone 3 Pricing Point "midpoint" settlement price for natural gas published in the report named "Monthly Gas Price Assessments — Inside FERC" published by McGraw Hill Company. The 5 {00018638.DOC 24} underlying data set is "Monthly Gas Price Assessments — Inside FERC". The value for September 2008 was $8.45 per million Btu. 6. Cap-and-Trade System means a system that (i) establishes a total cap on GHG emissions from an identified group of GHG emitters; (ii) establishes a market for Emission Allowances; and(iii) allows trading of Emission Allowances among GHG emitters. 7. Carbon Credit means any contractual, equitable or statutory legal right, interest, credit, offset, entitlement, benefit, allowance or certificate evidencing a reduction from the environment of one metric ton of carbon dioxide or CO2e that is verified by(i) a federal, state, or local Governmental Authority pursuant to laws or regulations establishing a regulatory market for reductions of GHG emissions, or (ii) an independent third-party utilizing nationally- recognized standards for establishing emissions reduction credits associated with non-regulated, voluntary projects or activities. 8. Carbon Price Consultant means an independent, qualified nationally-recognized consulting firm with significant experience in the regulated carbon markets established in the United States under federal legislation enacting a Cap-and-Trade System and the price of Emission Allowances in such markets. 9. CO2e means carbon dioxide equivalent, or the base reference for the determination of Global Warming Potential of Greenhouse Gases of a similar amount of carbon dioxide. 10. Conversion MMBTU HHV has the meaning set forth in Paragraph 118 of this Agreement. 11. Conversion Payment has the meaning set forth in Paragraph 117 of this Agreement. 6 {00018638.DOC 24) 12. Conversion Percentage means sixteen and six-tenths percent(16.6%). 13. Delivery Point shall mean the location at which the ownership, possession and control of the Landfill Gas is transferred from the County to the University. For purposes of this of this Agreement, the Delivery Point shall be the blower discharge point on the Landfill property as shown on Exhibit B. 14. Effective Date has the meaning given in the preamble. 15. Emission Allowance shall mean an authorization issued by a Governmental Authority to emit one metric ton of CO2e. 16. Engine Start-up Date shall be the date when the engine located at the University's Carolina North Campus reaches steady-state conditions and commences the conversion of Landfill Gas into usable energy. 17. Environmental Benefits shall mean all credits and allowances generated by and associated with the generation, destruction, treatment, sale or use of the Landfill Gas, including Carbon Credits, Emission Allowances, offsets, "green tags," and renewable energy credits, or any other asset or term that may hereinafter be used to describe the environmental benefit of either destroying any pollutant in the Landfill Gas (including methane) or using the Landfill Gas as a source of energy. 18. Environmental Laws shall mean all Laws concerning pollution or protection of the environment or human health, as the foregoing are enacted or in effect, on or prior to the date hereof (including ambient air, soil, surface water, ground water, wetlands, land or subsurface strata), including without limitation: (i) the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq.; (ii) the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; (iii) the 7 {00018638.DOC 24} Oil Pollution Act (33 U.S.C. §§ 2701 et seq.); (iv) the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.); (v) the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.); (vi) the Endangered Species Act (16 U.S.C. §§ 1531 et seq.); (vii) the Clean Air Act (42 U.S.C. §§ 7401 et seq.); (vii) the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.); (viii)the Toxic Substances Control Act(15 U.S.C. §§ 2601 et seq.); (ix) the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.); and (x) all North Carolina Laws comparable to the foregoing. 19. Extension Period has the meaning set forth in Paragraph 97. 20. Fair Market Value has the meaning set forth in Paragraph 110. 21. Flare Percentage means five and three-tenths percent(5.3%). 22. Flare MMBTU HHV has the meaning set forth in Paragraph 115. 23. Flare Payment has the meaning set forth in Paragraph 114. 24. Flare Start-up Date shall be the date when the flare reaches steady-state conditions and commences the continuous burning of Landfill Gas. 25. Forecasted Carbon Price means, for a year during the Term of this Agreement, the corresponding Forecasted Carbon Price for such calendar year set forth in Exhibit A. 26. Force Majeure shall mean any cause or causes for delay of performance by a Party, which are not reasonably within the control of the Party claiming Force Majeure and which, by the exercise of reasonable diligence, such Party is unable to prevent or overcome including without limitation, acts of God, terrorism, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, hurricanes, floods, high-water washouts, arrests and restraints of governments and people, strikes, lockouts, protests, or other industrial disturbances, civil disturbances, explosions, catastrophic events such 8 {00018638.DOC 24} as breakage or accident to machinery or lines of pipe caused by an event of Force Majeure, enactment of statutes, laws or regulations, and other acts of Governmental Authorities (excluding acts by a Party) frustrating the purposes of this Agreement. Force Majeure shall in no event include (i) any change in the economy or in the markets, pricing or demand for natural gas or LFG that affects the University's ability to use LFG, or the price at which LFG or natural gas can be sold, or(ii) increases in the cost of constructing or operating the LFG Project. 27. Gas Conversion System shall mean any equipment used by the University to convert the Landfill Gas into thermal or electric energy, including an engine, generator or boiler. 28. Gas Flow Meter shall mean the device(s) used to measure the rate of Landfill Gas flow,methane content, and other parameters. 29. Gas Sold means any LFG delivered to the Delivery Point. 30. Global Warming Potential or GWP means the estimate of the atmospheric warming resulting from the release of a unit mass of a particular Greenhouse Gas, in relation to the warming resulting from the release of the same amount of carbon dioxide. 31. Governmental Authority means any federal, state, local or foreign court, arbitrator, alternative dispute resolution body, government or political subdivision or department thereof, or any governmental, administrative or regulatory body, commission, board, bureau, agency or instrumentality. 32. Greenhouse Gases or GHGs means carbon dioxide, methane, nitrous oxide, hydrofluorocarbons,perfluorocarbons and sulphur hexafluoride 33. Higher Heating Value or HHV shall mean the amount of heat released when a known volume of methane is burned and shall equal 1012 BTUs per cubic foot of methane at one atmosphere pressure at 60 degrees Fahrenheit(60° F). 9 {00018638.DOC 24} 34. Kyoto Protocol means the protocol to the United Nations Framework Convention on Climate Change adopted at the Third Conference of the Parties to the United Nations Framework Convention on Climate Change in Kyoto, Japan on December 11, 1997, as may be amended. 35. Landfill means, collectively,the North Landfill and the South Landfill. 36. Landfill Gas or LFG shall mean the gas (and its constituent elements) generated from the decomposition of materials deposited in the Landfill. 37. Landfill Permits means all licenses, permits, certifications, authorizations, approvals, and entitlements issued by any Governmental Authority and relating to the operation, ownership, development and/or maintenance of the Landfill, as all of the foregoing may, from time to time hereafter, be amended or supplemented, including, without limitation, Municipal Solid Waste Landfill Permit Number 68-01 issued to the County on or about May 5, 1982, as amended and as it may, from time to time hereafter,be further amended or supplemented. 38. Laws means any law (including common law), statute, treaty, ordinance, rule, regulation, code, order, writ, injunction, judicial decision, decree, reporting or licensing requirement or other legally binding requirement of any Governmental Authority and shall include, without limitation, all Environmental Laws. 39. LFG Collection System shall mean all equipment at the Landfill, including piping, header lines, lateral lines, wells, pumps, blowers, condensate knock-out vessels, flare, and related equipment used by the University to extract, collect, and treat Landfill Gas from the Landfill. 40. LFG Project shall mean the LFG Collection System, the Gas Conversion System, and the Pipeline. 10 {00018638.DOC 241 41. LFG Project Permits means all licenses, permits, certifications, authorizations, approvals, easements and entitlements issued by any Governmental Authority (including the County) and relating to the ownership, development, construction, installation, operation, maintenance and/or repair of the LFG Project, including, without limitation, any special use permits or special use permit modifications, as all of the foregoing may, from time to time hereafter,be amended or supplemented. 42. Meter Point A shall be located on the header line that branches to the Gas Conversion System as shown on Exhibit B. Meter Point A shall be the point where the heating energy content of Landfill Gas delivered to the Gas Conversion System is measured. 43. Meter Point A Methane Content has the meaning set forth in Paragraph 118. 44. Meter Point B shall be located on the header line that branches to the flare as shown on Exhibit B. Meter Point B shall be the point where the heating energy content of Landfill Gas delivered to the flare is measured. 45. Meter Point B Methane Content has the meaning set forth in Paragraph 115. 46. MMBtu means one million(1,000,000)BTUs. 47. Monthly Billing Statement has the meaning set forth in Paragraph 127. 48. North Landfill has the meaning given in the Recitals. 49. Pipeline means all pipes and equipment necessary to transport LFG from the LFG Collection System to the Gas Conversion System. 50. SCF means standard cubic feet, which means the amount of Landfill Gas which occupies one cubic foot of space when the Landfill Gas is at a pressure of 14.73 psia and a temperature of sixty degrees Fahrenheit(60° F). 51. South Landfill has the meaning given in the Recitals. 11 {00018638.DOC 24) 52. Term has the meaning set forth in Paragraph 97 and shall include any Extension Period. 53. Waste Materials means collectively, any chemical, waste, material or substance that is listed or regulated under applicable Environmental Laws as a"waste"or as a"hazardous," "special" or "toxic" substance or waste, or as a"contaminant" or"pollutant" or words of similar import, including, without limitation,petroleum,petroleum products and byproducts. ARTICLE II RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES A. Rights Granted to University 54. The County hereby grants to the University the sole and exclusive right to (a) design, develop, and construct the LFG Project; (b) collect, extract and remove Landfill Gas from the Landfill; (c) produce energy from the Landfill Gas for the University's own use, or for sale to one or more third parties or the electrical grid; (d) derive Environmental Benefits from the treatment, destruction and use of the Landfill Gas; and (e) do, at the Landfill, consistent with the University's obligations in Articles II and III hereunder, all things necessary to carry out (i) the permitting, development, construction, and operation of the LFG Project; (ii) the collection, extraction, and removal of the Landfill Gas; (iii) the production of electrical or thermal energy; and (iv) the redirection, redelivery, transport or marketing of the Landfill Gas, or any portion thereof, to any third party. Provided, however, that the County expressly retains all rights in the Landfill Gas necessary to operate the Landfill in accordance with the Landfill Permits and all applicable Laws. 55. The University agrees to flare any Landfill Gas delivered to the Delivery Point that is not transported by the University to the Gas Conversion System as follows: (i) during the period occurring after the Flare Start-up Date and before the Engine Start-up Date; (ii) in the 12 {00018638.DOC 24) System, as event that LFG generated by the Landfill exceeds the capacity of the Gas Conversion S y determined by the University in accordance with good engineering practices and industry standards; (iii) during Gas Conversion System maintenance, repair, or associated downtime; (iv) as reasonably necessary to protect human health, safety, or the environment; and (v) during the pendency of a Force Majeure event affecting the Gas Conversion System. 56. The University shall have the right to use and access portions of the Landfill and such other property depicted on Exhibit C to carry out the development, construction, and operation of the LFG Project, including any activities necessary to evaluate the feasibility of the LFG Project, or the design and permitting of the LFG Project. The County agrees to make commercially reasonable efforts to assist the University, whenever feasible, in accessing any parcel of property not owned solely by the County that is necessary for the construction and operation of the LFG Project, including the Greene Tract. 57. The County shall grant the University, without additional University payment beyond the compensation set forth in this Agreement, such easements and rights of way through the Landfill site and other property owned solely by the County as may be necessary to drill gas extraction wells, lay pipelines, lateral lines, header lines, and any other part of the LFG Project infrastructure as contemplated by this Agreement, including, without limitation, the easements and rights of away set forth on Exhibit C. The County also grants the University, without additional University payment beyond the compensation set forth in this Agreement, licenses or other approvals to install utility lines on the Landfill and other property owned solely by the County for the LFG Project. The Parties agree that in the event the County is unable to grant the easements and rights of way set forth on Exhibit C or otherwise breaches any of its duties or obligations under this Paragraph 57, (i) the University's sole and exclusive remedy shall be the 13 {00018638.DOC 24) right to terminate this Agreement in accordance with Article VI hereunder, and (ii) the University shall have no obligation to construct or complete the construction of the Pipeline or the Gas Conversion System, notwithstanding any terms to the contrary in this Agreement. 58. In furtherance of the LFG Project,the County hereby grants to the University, and its employees, contractors and agents, a non-exclusive license (the "License") for the following purposes, provided that any employees, contractors, and agents shall comply with the health and safety plan required to be developed under Paragraph 67 hereunder: a. the right to drill, excavate, trench or otherwise disturb the Landfill property for the purpose of installing, constructing, operating, maintaining and replacing gas wells, underground pipelines, tanks, Landfill Gas flaring mechanisms, and associated Landfill Gas equipment. b. the right to travel over any access roads located on the Landfill property and any adjacent property owned by the County, as such roads may be relocated by the County from time to time during the term of this Agreement, for the purpose of entry upon the Landfill property. The University acknowledges that it does not claim any ownership interest in the Landfill property, except as otherwise stated herein,because of the University's use of the Landfill property. B. University's Operating Responsibility 59. Subject to Article VIII of this Agreement and except as otherwise provided herein, the University shall operate the LFG Collection System and the Gas Conversion System at all times during the Term of this Agreement. 60. The operation, maintenance, and repair of the LFG Project shall be the sole responsibility and undertaken at the sole cost and expense of the University (and its contractors and agents) and shall be performed by the University, its employees, agents and subcontractors 14 {00018638.DOC 24} (i) in compliance with all LFG Project Permits and applicable Laws and (ii) in accordance with good engineering practices and industry standards. The University assumes the risk of the delivery conditions (including the rate of flow, vacuum and pressure of delivery), quantity and quality of LFG. 61. The University is solely responsible for creating sufficient vacuum to extract LFG from Landfill and transfer it to the Delivery Point. Any such vacuum shall not adversely affect the County's Landfill operations, and the University shall adjust its operations of the LFG Project or install necessary equipment at its sole cost and expense to correct any such adverse effect. Should such adverse effects arise that the University is unable to correct through operational adjustments, the University shall, at the County Manager's written request, take commercially reasonable steps to promptly suspend the LFG operations pending the correction of the conditions causing such adverse effects. 62. The University shall make commercially reasonable efforts to cooperate with the County in the preparation, execution, and filing of any applications or other documents as may be necessary to perform the County's obligations under this Agreement. 63. The University shall submit for the County's prior approval (which shall not be unreasonably withheld), all permit documentation prepared in accordance with Paragraph 81 and all construction and design plans and specifications relating to the construction, operation, and maintenance of the LFG Collection System prior to commencing construction. The County shall have fifteen (15) calendar days to complete its review and approval of any such plans and specifications. Any plans and specifications for which the County has not provided a response within fifteen (15) calendar days shall be deemed approved. Should the County provide comments on the initial submission of any submitted plans and specifications, it shall then have 15 {00018638.DOC 24} fifteen (15) calendar days to complete the final review and approval of such revised plans and specifications prepared by the University. Any revised plans and specifications for which the County has not provided a response within fifteen(15) calendar days shall be deemed approved. Should subsequent changes or modifications be made to the-plans and specifications after they have been approved, the County shall then have seven (7) calendar days to review and approve such changes or modifications. Any subsequently revised plans and specifications for which the County has not provided a response within seven (7) calendar days shall be deemed approved. Within a reasonable time after completing construction of the LFG Collection System, but no longer than sixty (60) calendar days, the University shall provide to the County all "as-built" plans and specifications for the LFG Collection System. Until the "as-built" plans and specifications for the LFG Collection System are provided to the County, the University shall keep the County informed as to the state of the construction of the LFG Collection System and the location of all then-installed components of such system. 64. The University, its employees, agents and subcontractors shall minimize disruption to Landfill operations during construction, operation, and maintenance of the LFG Project. During the Term of this Agreement, the University, its employees, agents and subcontractors shall not unreasonably interfere with the County's operation of the Landfill, including, but not limited to, the County's closure of portions of the Landfill and any other requirements under the Landfill Permits or applicable Laws, and shall reasonably ensure that the Landfill is not damaged by the University. Should such damage occur, the University shall arrange for the repairs itself; provided, however, that the County has the right to take immediate action to effectuate whatever repairs are necessary to the Landfill and the University shall timely reimburse the County for the reasonable costs of any such repairs. The University shall use its 16 (00018638.DOC 24) best efforts to design the LFG Collection System to minimize any incremental increase in the County's costs of Landfill closure incurred to accommodate the LFG Collection System. The University shall share equally (50%-50%) with the County the incremental increase in the County's costs of Landfill closure incurred to accommodate the LFG Collection System; provided, however, that the University shall not be obligated to pay, nor be responsible for, any costs and expenses in excess of$50,000. 65. The University shall, at its own expense, prepare, maintain, and submit to the County monthly reports on Landfill Gas production rates, which shall include an accounting of all LFG and the methane content of such LFG delivered to Meter Points A and B. 66. Notwithstanding anything contained in this Agreement to the contrary, the University acknowledges ty o edges that Landfill operations take precedence over the LFG Project, and, at all times during the term of the Agreement, and subject to its terms, the County shall have the right to operate the Landfill, and to take all actions at its own cost and expense that the County deems necessary or appropriate in connection with the operation and maintenance of the Landfill, including actions to comply with the Landfill Permits and any applicable Laws. The University further acknowledges and agrees that the primary use of the Landfill is as a sanitary landfill, and that the LFG shall be limited to production from the Landfill. 67. The University shall develop and implement a health and safety plan no less stringent than that of the County with regard to the University's operations at the Landfill and any work performed by its employees, contractors, or agents at the Landfill. 68. The County shall allow the University to dispose at the Landfill, or at a wastewater treatment plant used for the Landfill's leachate, any Waste Materials generated by the LFG Project, provided such disposal is allowed under the Landfill and LFG Project Permits 17 {00018638.DOC 24) and applicable Laws. The University shall be responsible for any additional incremental costs incurred by the County for disposing of any such Waste Materials, including, without limitation, additional wastewater treatment charges or surcharges. If any Waste Materials cannot be lawfully disposed of at the Landfill or through the County's permits,then the University shall be responsible at its sole cost and expense for any necessary off-site disposal of such materials regardless of whether they are deemed a hazardous material or waste. C. The County's Operating Responsibilities 69. The County agrees to maintain the landfill cover in accordance with any applicable requirements of the Landfill Permits. The County further agrees to make commercially reasonable efforts to repair cracks, fissures, erosion or other adverse conditions in the Landfill that (i) may materially affect the LFG Collection System's capture of Landfill Gas or(ii) cause fugitive emissions of Landfill Gas from the Landfill. 70. The County shall be responsible for complying with the Landfill Permits and all Laws applicable to the operation and maintenance of the Landfill, including, but not limited to, applicable provisions of the Operational Requirements for MSWLF Facilities, 15A NCAC 13B.1626. 71. The County shall make commercially reasonable efforts to develop and operate the Landfill to enhance the production of Landfill Gas; provided, however, that nothing in this Agreement shall obligate the County to incur any costs or expenses to enhance the production of Landfill Gas or to take any action inconsistent with the terms and conditions of any Landfill Permits or applicable Laws. 72. The County is not obligated to deliver the Landfill Gas at any minimum flow rate or pressure and shall not be obligated to install or operate any of the facilities (including compression or vacuum facilities)to deliver the Landfill Gas. 18 {00018638.DOC 24} 73. The County has no obligation to (i) deliver or to sell any minimum amount of LFG to the Delivery Point; (ii) treat, process or condition the Landfill Gas, maintain.or increase the pressure of Landfill Gas delivered to the University, or (iii) install any facilities (including blowers or compression facilities) or, subject to Paragraphs 69 and 71, alter any landfilling methods or practices relating to the production, collection or delivery of the Landfill Gas to the University. 74. The County shall not interfere with the University's Landfill Gas operations, except as such interference may be necessary to comply with the Landfill Permits, by operation of Laws, or for the protection of the environment, human health, or safety. Each Party shall use commercially reasonable efforts to advise the other Party fully in advance of any changes in the operation, maintenance, expansion, or other activities that may adversely affect the business operations of the other at the Landfill. If any Party takes any action, refrains from taking any action, or undertakes any change in operations, maintenance, expansion programs or other activities that will adversely affect, or threaten to adversely affect the business operations of the other, such Party shall use commercially reasonable efforts to give notice to the other Party as soon as practicable, describing the nature of the detriment and its cause, including emergency notice in the case of an emergency. However, in no event shall the County be required to delay action that it deems necessary for the operation of the Landfill. If the alleged interference continues beyond thirty (30) calendar days, then the affected Party may invoke the Dispute Resolution procedures set out in Article XI hereunder. 75. The County shall make commercially reasonable efforts to cooperate with the University in its preparation, execution, and filing of any applications, permit submittals, 19 {00018638.DOC 24} assignments of rights, and other documents as may be necessary to allow the University to perform its obligations under this Agreement. 76. The County shall make available to the University copies of all environmental information, reports, studies, landfill gas feasibility reports, assessments or other documents affecting the generation of Landfill Gas or the LFG Project that the County has prepared or that have been prepared on the County's behalf. Such documents include those the County is required to submit to the North Carolina Department of Environment and Natural Resources. 77. The County shall reasonably ensure that the County, its employees and contractors do not damage the LFG Project or disrupt the operation of the system. Should such damage occur, the University has the right to take immediate action to effectuate whatever repairs are necessary to bring the LFG Project into fully operational condition and the County shall timely reimburse the University for the reasonable costs of repair. 78. The County shall retain the sole and exclusive right, and shall have all obligations with regard to, Landfill operations and for meeting all applicable Laws pertaining to such operation, exclusive of the University's operation of the LFG Project. D. Operating Protocols 79. The Parties agree to develop and implement operating protocols for the LFG Collection System, including, without limitation, monitoring and reporting procedures, communications and emergency response plans, and notification procedures. ARTICLE III PERMITTING AND CONSTRUCTION OF FACILITIES 80. The installation and construction of the LFG Project shall be the sole responsibility and be undertaken at the sole expense of the University, and shall be carried out in 20 {00018638.DOC 24} compliance with the LFG Project Permits and all applicable Laws and in accordance with good engineering practices and industry standards. 81. Except as set forth in Paragraphs 57 and 58 of this Agreement, the University shall be solely responsible for securing any and all Approvals, including, without limitation, preparing all permit documentation for any Landfill or LFG Project Permits on which the County will be the permittee. Exhibit D contains a preliminary, but not exhaustive, list of Approvals that the University believes it must obtain to install, construct, operate, maintain, and repair the LFG Project. The University shall, at its own expense, apply for and seek to obtain all Approvals, including those listed on Exhibit D unless they are not required for the LFG Project. The University will apply for any such Approval as the owner and operator of the LFG Project, and shall act as the "permittee," "owner" and "operator" for such project as may be appropriate under applicable Laws. 82. The University recognizes that it is in the Parties' mutual best economic interest for the LFG Project to be completed expeditiously. Without limiting the generality of the University's obligations under Article II of this Agreement, beginning on the Effective Date, the University shall work expeditiously and in good faith to (a) complete the LFG Collection System within eighteen (18) months from the date of the issuance of the last Approval necessary to construct such system, and (b) complete the Gas Conversion System within thirty-four (34) months from the date of the issuance of the last Approval necessary to construct the Gas Conversion System and the Pipeline. If the University fails to complete the LFG Project within five (5) years of the date of the issuance of the last Approval necessary to construct the LFG Project,the County shall have the right to terminate the Agreement pursuant to Article VI. If the Engine Start-up Date does not occur within thirty-five (35) months after the Effective Date, the 21 (00018638.DOC 24) Flare Percentage shall be adjusted to equal ten and ninety-five one-hundredths percent (10.95%) for the purpose of calculating any Flare Payment under this Agreement and shall remain at such percentage until the occurrence of the Engine Start-up Date or five (5) years after the Effective Date, whichever occurs sooner. If the Engine Start-up Date does not occur within five (5) years after the Effective Date, the Flare Percentage shall be adjusted to equal sixteen and six-tenths percent(16.6%) for the purpose of calculating any Flare Payment under this Agreement and shall remain at such percentage until the occurrence of the Engine Start-up Date. Commencing thirty (30) days after the Effective Date of this Agreement, the University shall hold monthly progress meetings to discuss progress toward achieving these completion dates including the status of the construction of the components of the LFG Project. The University shall invite representatives of the County to attend such progress meetings and the University shall provide the County with reasonable advance written notice of the location and time of such meetings. The University shall distribute meeting minutes to the County following such progress meetings regardless of the County's attendance at such meetings. ARTICLE IV REPRESENTATIONS OF THE PARTIES A. The University's Representations 83. The University represents and warrants that, in entering into this Agreement, it has relied upon its own estimates of Landfill Gas volumes, based upon publicly available waste disposal records and standard modeling assumptions and projections. The University further represents that it has not relied upon Landfill Gas generation reports, drawings, and analyses provided by the County or its consultant as an inducement for entering into this Agreement. The County shall promptly inform the University, however, of any errors, miscalculations, or 22 (00018638.DOC 24) omissions of which the County has knowledge, in any of the landfill reports it has prepared or furnished to the University. 84. The University represents and warrants that it has legal authority and right to make and enter into the Agreement. B. The County's Representations 85. The County represents and warrants that it has fee simple title to the Landfill property. 86. The County represents and warrants that it has not made an assignment or agreement to sell to any party other than the University the right to extract, collect, use, or sell the Landfill Gas. 87. The County represents and warrants that, based upon calculations attached hereto as Exhibit E, previously submitted to the North Carolina Department of Environment and Natural Resources and performed in accordance with 40 C.F.R. Part 60, Subpart WWW, the Landfill is not subject to the New Source Performance Standards for Municipal Solid Waste Landfills, 40 C.F.R. Part 60, Subpart WWW (2007) ("NSPS") or the Emission Guidelines and Compliance Times for Municipal Solid Waste Landfills, 40 C.F.R. Part 60, Subpart Cc (2007) ("Emission Guidelines"). 88. The County represents and warrants that it has all environmental permits, authorizations, and approvals that are legally required to operate the Landfill, exclusive of any permits, authorizations, and approvals that may be necessary for the LFG Project. 89. The County represents that, in entering into this Agreement, it has relied upon its own estimates of the economic benefits of the LFG Project and has not relied upon any economic or financial model prepared by the University or its consultant(s) as an inducement for entering into this Agreement. The University shall promptly inform the County, however, of any errors, 23 {00018638.DOC 24) miscalculations, or omissions of which the University has knowledge, in any of the reports it has prepared or furnished to the County. 90. The County represents and warrants that it has legal authority and right to make and enter into the Agreement. C. Disclaimer of Warranties 91. Except as specifically set forth in Subpart B of this Article IV, the University accepts the condition of the Landfill, any real property subject to an easement or right-of-way granted by the County, and the Landfill Gas "AS IS, WHERE IS, WITH ALL FAULTS," and the University acknowledges that the County has not made and does not hereby make, and specifically disclaims, any representations, guarantees, promises, covenants, agreements or warranties of any kind or nature whatsoever whether past, present or future, oral or written, expressed or implied, concerning the condition or quality of the Landfill, any real property subject to an easement or right-of-way granted by the County, or the Landfill Gas and their fitness for any particular use,purpose,business or activity contemplated, intended or ongoing. ARTICLE V LIABILITY 92. The University shall be solely responsible for the installation, construction, operation, maintenance, and repair of the LFG Project. It shall also be responsible, with respect to the LFG Project, for (a) the installing, constructing, operating, maintaining, and repairing the LFG Project in compliance with all LFG Project Permits and applicable Laws; (b) responding to any notices of violation or compliance inquiries; (c) defending any enforcement actions; (d) resolving any claims; and (e) paying any associated penalties. The University shall also be responsible for damages and claims caused by the University's own negligence or that of its agents or employees. 24 {00018638.DOC 24) 93. The County shall be solely responsible for the operation, maintenance, closure, and post-closure of the Landfill, exclusive of the LFG Project. The County shall also be responsible with respect to the Landfill, exclusive of the LFG Project, for (a) operating and closing the Landfill in compliance with all Landfill Permits and applicable Laws; (b) responding to any notices of violation or compliance inquiries; (c) defending any enforcement actions; (d) resolving any claims; and(e)paying any associated penalties. 94. Except to the extent caused by the negligent installation, construction, operation, maintenance, or repair of the LFG Collection System by the University (or its contractors and agents), the County shall be solely responsible for defending any claims relating to the off-site migration of LFG or odors, pollution, or nuisance conditions directly caused by such migration, including claims brought by a regulatory agency, neighboring residents, businesses, or third parties. 95. In no event shall either Party be liable to the other Party for consequential, incidental, punitive, exemplary or indirect damages, including, but not limited to, loss of profits or revenue, downtime costs, loss of use of any property, or cost of substitute equipment or facilities, whether arising in tort, contract or otherwise. This provision shall survive the expiration or termination of this Agreement. 96. Nothing in this Agreement is intended by the Parties nor shall be construed as a waiver of any sovereign or other immunity to which either Party may be entitled to the fullest extent allowed by Law. ARTICLE VI TERM AND TERMINATION 97. The initial term of this Agreement shall commence on the Effective Date and shall expire on December 31, 2029, or on such other date on which this Agreement is terminated 25 {00018638.DOC 24) in accordance with its provisions. Upon the expiration of the initial Term, the University shall have the right, to the exclusion of any other entity, to renew this Agreement for up to two (2) consecutive periods of five (5) years each (each five-year period beyond the initial 20-year period shall be termed an"Extension Period.") At the expiration of the initial 20-year term, or an Extension Period other than the second Extension Period, this Agreement shall be deemed extended for an additional five-year period unless the University gives written notice to the County of the University's intent not to extend this Agreement no later than ninety (90) days prior to the expiration of the preceding period. All provisions in this Agreement shall continue in effect during any Extension Period except as those terms may be otherwise modified by the Parties. Before the scheduled expiration date of the second Extension Period, the University shall have the right of entering into exclusive negotiations with the County for a period of one- hundred twenty(120) days for the purposes of negotiating a new or revised agreement relating to the LFG Project. The University shall notify the County in writing of the University's decision to exercise this right no later than one (1) year prior to the expiration date of the second Extension Period. 98. Termination Procedures. In order to terminate this Agreement under this Article VI, and except as provided in Paragraph 101, a Party must first issue the other Party a Notice of Default in accordance with the provisions set forth below. The Party in receipt of such Notice of Default shall then have the opportunity to cure the identified default within the specified cure period. If the Party in receipt of such Notice of Default fails to cure the specified default within the cure period, then the other Party may issue a Notice of Termination. Upon issuance, such a Notice of Termination shall be deemed a Notice of Dispute for purposes of Article XI of this Agreement and such Notice of Termination shall be submitted to dispute resolution in 26 {00018638.DOC 24} accordance with that Article. Subject to Article XI and except as otherwise provided in this Agreement, the termination rights provided in this Article VI are not in lieu of, but are in addition to, any other rights and remedies either Party may have under the circumstances. A. Termination Rights of the University 99. The University may issue the County a Notice of Default if the County breaches any of its material duties or obligations under this Agreement and such breach is material to the University's rights and benefits under this Agreement. If the County does not cure such breach within forty-five (45) days after the date of the University's written Notice of Default, the University may issue the County a Notice of Termination. Provided, however, that if by the nature of the breach, the University agrees that a cure can be achieved, but not within forty-five (45) days, and that after receipt of such notice the County has begun to effect a cure without undue delay, then the County shall have such time as is reasonably required to effect a cure with diligent effort, but in any event not to exceed ninety(90) days from the date of the written Notice of Default from the University. 100. If, prior to 2029, the LFG generation rate falls below an average of 190 cfm over a consecutive one hundred eighty (180) day period due to no fault of the University, the University may issue the County a Notice of Default. If the LFG generation rate does not exceed an average of 190 cfm within the ninety (90) day period after the date of the Notice of Default, then the University may issue the County a Notice of Termination. B. Miscellaneous Termination Events 101. This Agreement may be terminated by mutual agreement of the Parties. In addition, this Agreement shall terminate (without a cure period) if (a) the University's use of LFG as a fuel source and for flaring should become unlawful due to no fault of the Parties; or(b) the LFG Project Permits or authorizations expire or are revoked due to no fault of the Parties and 27 {00018638.DOC 24} cannot be renewed or reinstated due to no fault of the Parties despite their best efforts, such that the University is unable to use the LFG as a fuel source and is unable to flare the LFG for the remainder of the Tenn. C. Termination Rights of the County 102. The County may issue the University a Notice of Default if the University fails to make any of the payments due hereunder in accordance with this Agreement. If the University fails to cure the payment default within forty-five (45) days after the date of the written Notice of Default,then the County may issue the University a Notice of Termination. 103. The County may issue the University a Notice of Default if the University breaches any of its material duties or obligations under this Agreement(other than the making of payments in accordance with this Agreement, the termination of which is covered by Paragraph 102 hereunder) and such breach is material to the County's rights and benefits under this Agreement. If the University does not cure such breach within forty-five (45) days after the County's written Notice of Default, the County may issue the University a Notice of Termination. Provided, however, that if by the nature of the breach the County agrees that a cure can be achieved, but not within forty-five (45) days, and that after receipt of such notice the University has begun to effect a cure without undue delay, then the University shall have such time as is reasonably required to effect a cure with diligent effort, but in any event not to exceed ninety (90) days from the date that the University receives written Notice of Default from the County. 104. The County may issue the University a Notice of Default upon the occurrence of the following events: if the University abandons or vacates the entire LFG Project or removes fixtures or equipment such that neither the flare nor the Gas Conversion System can operate, except for such removal that may be undertaken during maintenance, upkeep, or in the normal 28 (00018638.DOC 24) course of business. If the University fails to cure such default within forty-five (45) days after the date of the written Notice of Default, then the County may issue the University a Notice of Termination. 105. The County may issue the University a Notice of Default if the University operates neither the Gas Conversion System nor the flare for a period of one hundred eighty (180) consecutive days except(i) for a Force Majeure event, and(ii) at the beginning of the Term before the Gas Conversion System and flare have become operational. If the University fails to re-commence continuous operation of either the Gas Conversion System or the flare within forty-five (45) days after the date of the Notice of Default, then the County may issue the University a Notice of Termination. D. Rights Upon Termination or Expiration 106. Survival of Selected Provisions. Notwithstanding the expiration or earlier termination of this Agreement for any reason however described, the following terms of this Agreement shall survive any such expiration or termination: Article I, Article V, Subparts C and D of Article VI, Article VII,Article X,Article XI, and Article XIII. 107. LFG Collection System. Following the expiration or termination of this Agreement, the University shall have the right to dismantle and remove from the Landfill or other County-owned property all or any portion of the equipment comprising the LFG Collection System. In the alternative, the University may elect to offer for sale to the County all or any portion of the equipment comprising the LFG Collection System for its Fair Market Value. If the University decides to dismantle and remove all or any portion of the equipment comprising the LFG Collection System, it shall perform such removal consistent with applicable Laws and any applicable provisions of the Landfill Permits and LFG Project Permits. The University shall permanently seal and cap all openings for pipes or equipment left in the Landfill in accordance 29 (00018638.DOC 24} with industry standards and any applicable provisions of the Landfill Permits and LFG Project Permits. The University shall use its best efforts to prevent damage to County property during such equipment removal process, and shall reimburse the County for the reasonable costs of repairing any damage to the Landfill or other County property. 108. Pipeline. Following the expiration or termination of this Agreement, the University shall remove any Landfill Gas from the Pipeline, cap the Pipeline, and take any other actions relating to the closure of the Pipeline as may be required by applicable Laws and by any applicable provisions of the Landfill Permits and LFG Project Permits. 109. The University's Option to Offer the LFG Collection System for Sale to the County. If the University elects to offer for sale to the County all or any portion of the equipment comprising the LFG Collection System, it shall so notify the County in writing within thirty (30) days following any expiration or termination of this Agreement. If the County elects to purchase any such equipment, such purchase shall be on an "AS IS," "WHERE IS" AND "WITH ALL FAULTS" basis, but free of any and all liens, for the Fair Market Value (defined hereunder). If the University does not timely notify the County of an election to offer for sale to the County all or any portion of the LFG Collection System and the University fails to remove such equipment within one hundred eighty days (180) days after the expiration or termination of this Agreement, then any such equipment remaining on the County's property shall be deemed abandoned. If the County rejects a timely offer for sale by the University under this Paragraph of all or any portion of the LFG Collection System and the University fails to remove such equipment within one hundred eighty days (180) days after the date of such rejection, then any such equipment remaining on the County's property shall be deemed abandoned; provided, however, that in the event the County subsequently makes productive use of such equipment, or 30 {00018638.DOC 24) leases or sells such equipment,then the County shall pay the University the Fair Market Value of such equipment. 110. Fair Market Value. In the event the University elects to offer for sale to the County all or any portion of the equipment comprising the LFG Collection System upon the expiration or termination of this Agreement, the Parties will enter into good faith negotiations to determine the Fair Market Value of such equipment pursuant to this Paragraph 110. a. The term "Fair Market Value" shall mean the value which would be obtained for the equipment comprising the LFG Collection System that is the subject of the University's offer for sale in an arm's length transaction between an informed and willing buyer under no compulsion to buy, and an informed and willing seller under no compulsion to sell, based upon the use of the University's LFG Collection System as an ongoing enterprise in its then current condition utilizin g generally recognized professional criteria for the appraisal of industrial property used in the landfill gas business. b. If the County and the University cannot agree on a Fair Market Value for the equipment comprising the LFG Collection System that is the subject of the University's offer for sale within thirty (30) days following the initiation of good faith negotiations, then such Fair Market Value shall be mutually determined in an appraisal by an independent, qualified, nationally recognized appraiser of industrial property similar to the University's LFG Collection System. 31 (00018638.DOC 24) ARTICLE VII PURCHASE AND SALE OF LFG A. The University's Purchase Obligations 111. Subject to the terms and conditions of this Agreement, the County shall sell, and the University shall accept and purchase, all of the LFG that is delivered to the Delivery Point. B. Payments to the County 112. The University shall make payments to the County based on the heating energy content of all Gas Sold. Such payments shall consist of the Flare Payment and the Conversion Payment, as calculated in accordance with Subparts C and D of this Article VII. Such payments and any other payments that the University may be required to make under this Agreement shall be full compensation to the County both for the heating energy content of the LFG and for any Environmental Benefits resulting from the destruction of the LFG, including those benefits associated with reducing greenhouse gas emissions or producing renewable energy. 113. The University will make monthly cash payments to the County based on the heating energy content of the LFG delivered to the University in the preceding calendar month, as determined in accordance with Subparts C and D of this Article VII. C. Payment for Gas Flared 114. Each month during the Term of this Agreement, the University shall make payments to the County based on the heating energy content of the LFG that is delivered to the LFG flare (the "Flare Payment") (a) commencing upon the Flare Payment Date (as that term is defined in Article VIII hereunder) and continuing to the Conversion Payment Date (as that term is defined in Article VIII hereunder); and (b) for any period after the Conversion Payment Date during which the University operates the flare. 32 {00018638.DOC 24} 115. The University shall continuously monitor the LFG at Meter Points A and B, and such LFG will be measured, recorded, and totalized on an hourly, daily and monthly basis. The heating energy content of the LFG delivered to the flare shall be based on its measured monthly methane content at Meter Point B. The methane content shall be measured in SCF/month and shall be equal to the product of(a) the percent methane by volume, and (b) the LFG measured in SCF/month at Meter Point B (the "Meter Point B Methane Content"). For purposes of determining the Flare Payment,the total monthly heating energy content of the LFG measured at Meter Point B (the "Flare MMBTU HHV") shall be obtained by dividing the product of(a) the Meter Point B Methane Content, and (b) 1,012, by 1,000,000. Expressed in a formula, the Flare MMBTU HHV=Meter Point B Methane Content x 1012± 1,000,000. 116. For a given month during the Term of this Agreement, the Flare Payment shall be equal to the Flare Percentage, as such percentage may be adjusted in accordance with Paragraph 82 of this Agreement and/or Subpart E of this Article VII, multiplied by the product obtained by multiplying (i) the Flare MMBTU HHV for such month by (ii) the lesser of the BTU Equivalent Price or the Adjusted BTU Equivalent Price. Expressed in a formula,the monthly Flare Payment = 0.053 (as may be adjusted) x Flare MMBTU HHV x BTU Equivalent Price or Adjusted BTU Equivalent Price, whichever is less. A sample calculation of the Flare Payment is shown in Exhibit F. D. Payment for Gas Converted to Energy 117. Each month during the Term of this Agreement, the University shall make payments to the County based on the heating energy content of the LFG that is delivered to the Gas Conversion System (the "Conversion Payment") (a) commencing upon the Conversion Payment Date (as that term is defined in Article VIII hereunder); and (b) for any period during which the University operates the Gas Conversion System. 33 {00018638.DOC 24} 118. The University shall continuously monitor the LFG at Meter Points A and B, and such LFG will be measured, recorded, and totalized on an hourly, daily and monthly basis. The heating energy content of the LFG delivered to the Gas Conversion System shall be based on its measured monthly methane content at Meter Point A. The methane content shall be measured in SCF/month and shall be equal to the product of(a) the percent methane by volume, and (b) the LFG measured in SCF/month at Meter Point A (the "Meter Point A Methane Content"). For purposes of determining the Conversion Payment, the total monthly heating energy content of the LFG measured at Meter Point A (the "Conversion MMBTU HHV") shall be obtained by dividing the product of (a) the Meter Point A Methane Content, and (b) 1,012, by 1,000,000. Expressed in a formula, the Conversion MMBTU HHV = Meter Point A Methane Content x 1012_ 1,000,000. 119. For a given month during the Term of this Agreement, the Conversion Payment shall be equal to the product of (a) the Conversion Percentage, as such percentage may be adjusted in accordance with Subpart E of this Article VII, and (b) the product obtained by multiplying (i) the Conversion MMBTU HHV for such month by (ii) the lesser of the BTU Equivalent Price or the Adjusted BTU Equivalent Price. Expressed in a formula, the County's monthly Conversion Payment= 0.166 (as may be adjusted) x Conversion MMBTU HHV x BTU Equivalent Price or Adjusted BTU Equivalent Price, whichever is less. A sample calculation of the Conversion Payment is shown in Exhibit F. 120. The Parties recognize that the regulations, policies and procedures governing reductions in GHG emissions and associated markets for Environmental Benefits, including Carbon Credits and Emission Allowances, are evolving. Accordingly, the University will strive to adopt cost effective practices with respect to the LFG Project to maximize the Environmental 34 {00018638.DOC 24} it Benefits resulting from the project and to measure and document them in a way that meets both the University's internal carbon reduction objectives and the County's objective to generate economic benefits. E. Adjustments to County Payments 121. General. During the Term of this Agreement, the Parties acknowledge that changes in the renewable energy marketplace and in the regulation of GHG emissions may occur that may affect the compensation paid to the County under this Agreement. Accordingly, pursuant to the terms and conditions hereunder, the Parties agree to make certain adjustments to the County's payments under the following circumstances as set forth in Paragraphs 122-125 hereunder: (a) beginning in 2015 and in each year thereafter during the Term the Agreement, to reflect certain differences that may arise between the Average Allowance Market Prices for such years and the Forecasted Carbon Prices set forth on Exhibit A for such years (the "Emission Allowance Price Adjustment"); (b) to reflect changes in Global Warming Potential that may arise during the Term of the Agreement (the "GWP Adjustment"); and (c) to reflect additional compensation that may result from the University monetizing additional or different Environmental Benefits under this Agreement (the "Adjustment for Other Environmental Benefits"). The Parties shall jointly retain the Carbon Price Consultant, beginning on or about the date that the flare becomes operational, and the Parties shall share equally all fees and expenses payable to the Carbon Price Consultant. 122. Emission Allowance Price Adjustment. The Parties acknowledge that the Flare and Conversion Percentages have been established, in part, based on the Forecasted Carbon Prices set forth on Exhibit A. Any adjustment in the Flare and Conversion Percentages pursuant to this Paragraph shall be based on a comparison of the Average Allowance Market Prices and the Forecasted Carbon Prices performed pursuant to a methodology (the "Emission Allowance 35 {00018638.DOC 24} Price Methodology") developed in accordance with the provisions of this Paragraph by the Carbon Price Consultant. No adjustments to the Flare Percentage or the Conversion Percentage shall be made under this Paragraph(i) prior to 2015, or(ii) in any month during the Term of this Agreement in which a Cap-and-Trade System has not been enacted under federal legislation in the United States. a. Emission Allowance Price Methodology. Not later than one hundred eighty days (180) before the first month in which an adjustment is made under this Paragraph 122, the Parties shall direct the Carbon Price Consultant to develop a methodology meeting criteria mutually acceptable to the Parties that shall permit the Parties to perform a comparison of the Average Allowance Market Prices and the Forecasted Carbon Prices by reference to (i) data showing the prices at which Emission Allowances were purchased and sold in the regulated carbon market established in the United States under federal legislation enacting a Cap-and- Trade System, and (ii) such other information that the Carbon Price Consultant determines is customary and reasonable in the carbon consulting industry. The Carbon Price Consultant shall document the Parties' agreement on the Emission Allowance Price Methodology. Any Dispute concerning the Emission Allowance Price Methodology shall be submitted to Dispute Resolution in accordance with Article XI of this Agreement. b. Flare and Conversion Payment Adjustments. Beginning in 2015 and continuing through the remaining Term of the Agreement, in any month in which a Cap-and- Trade System has been enacted under federal legislation in the United States, the University shall apply the Emission Allowance Price Methodology to compare the 36 (00018638.DOC 24) Average Allowance Market Prices and the Forecasted Carbon Prices for the applicable month of the Agreement. c. If there is a positive or negative difference between the Average Allowance Market Price of an Emissions Allowance for the given month and the Forecasted Carbon Price for such month,the following adjustment to the Flare Percentage for such month shall be made: The Flare Percentage shall be increased or decreased by 0.357% for each whole dollar (rounded down to the nearest whole dollar) that the Average Allowance Market Price for such month is either above (for increases) or below (for decreases) the Forecasted Carbon Price for such month; provided, however that the Flare Percentage for any month shall not be adjusted in a manner that results in the adjusted Flare Percentage equaling (i) a percentage greater than (a) 8.51%, if the Flare Percentage is 5.3%; (b) 14.16%, if the Flare Percentage is 10.95% by operation of Paragraph 82 of this Agreement; or (c) 19.81%, if the Flare Percentage is 16.6% by operation of Paragraph 82; or (ii) a less than (a) 2.09%, if the Flare Percentage is 5.3%; (b) 7.74%, if the percentage ( ) g Flare Percentage is 10.95% by operation of Paragraph 82 of this Agreement; or (c) 13.39%, if the Flare Percentage is 16.6% by operation of Paragraph 82. For purposes of calculating adjustments under this Paragraph 122, the Flare Percentage shall reset each month to five and three-tenths percent (5.3%) or the percentage established by operation of Paragraph 82, whichever is applicable. For the avoidance of ambiguity and by way of example only, if the Flare Percentage is adjusted in January 2015 from five and three-tenths percent (5.3%) to six percent (6.0%), the Flare Percentage shall reset to five and three-tenths 37 {00018638.DOC 24} percent (5.3%) for purposes of calculating any adjustments to the Flare Percentage for the month of February 2015. d. If there is a positive or negative difference between the Average Allowance Market Price of an Emissions Allowance for the given month and the Forecasted Carbon Price for such month, the following adjustment to the Conversion Percentage for such month shall be made: The Conversion Percentage shall be increased or decreased by 1.12% for each whole dollar (rounded down to the nearest whole dollar) that the Average Allowance Market Price for such month is either above (for increases) or below (for decreases) the Forecasted Carbon Price for such month; provided, however that the Conversion Percentage for any month shall not be adjusted in a manner that results in the adjusted Conversion Percentage equaling a percentage greater than 26.68% or less than 6.52%. For purposes of calculating adjustments under this Paragraph 122, the Conversion Percentage shall reset each month to sixteen and six-tenths percent (16.6%). For the avoidance of ambiguity and by way of example only, if the Conversion Percentage is adjusted in January 2015 from sixteen and six-tenths percent (16.6%) to fourteen percent (14.0%), the Conversion Percentage shall reset to sixteen and six-tenths percent (16.6%) for purposes of calculating any adjustments to the Conversion Percentage for the month of February 2015. e. The University shall reflect any adjustments to the Flare and Conversion Percentages made under this Paragraph 122, including the underlying calculations, in the Monthly Billing Statement for such month issued to the 38 {00018638.DOC 24} County under Paragraph 127 hereunder. A sample calculation is provided in Exhibit G. 123. GWP Adjustment. The commercial terms set forth in this Agreement assume a Global Warming Potential (GWP) for methane of twenty-one (21)to calculate the Environmental Benefits that will result from the LFG Project's destruction of methane. Payments to the County will be adjusted as set forth below to the extent that the GWP for methane changes during the Term of this Agreement as follows: a. For any month in which the GWP of methane is twenty-three (23) or greater, as accepted under any Laws regulating the GHG emissions of the University, or, in the absence of such Laws, as provided in the then-current General Reporting Protocol for the Voluntary Reporting Program published by The Climate Registry, then the University shall make a payment to the County in the Monthly Billing Statement for such month equal to twenty-five percent (25%) of the product that results from multiplying the (i) lesser of the Average Allowance Market Price of Emissions Allowances or the Forecasted Carbon Price for such month by (ii) the difference between the number of metric tons of CO2e destroyed by the LFG Project calculated by reference to a GWP of twenty-three (23) or greater and the number of metric tons of CO2e destroyed by the LFG Project calculated by reference to a GWP of twenty-one (21). A sample calculation is provided in Exhibit G. b. For any month in which the GWP of methane is nineteen(19) or less, as accepted under any Laws regulating the GHG emissions of the University, or, in the absence of such Laws, as provided in the then-current General Reporting 39 {00018638.DOC 24} Protocol for the Voluntary Reporting Program published by The Climate Registry, then the University shall reduce the payment due the County in the Monthly Billing Statement for such month by an amount equal to twenty-five percent (25%) of the product that results from multiplying (i) the lesser of the Average Allowance Market Price or the Forecasted Carbon Price for such month by (ii)the difference between the number of metric tons of CO2e destroyed by the LFG Project calculated by reference to a GWP of twenty-one (21) and the number of metric tons of CO2e destroyed by the LFG Project calculated by reference to a GWP of nineteen(19) or less. A sample calculation is provided in Exhibit G. 124. Adjustments for Other Environmental Benefits. The economic benefit of this Agreement is based in part upon the value of Carbon Credits. The Parties recognize that during the Term of this Agreement, other Environmental Benefits may be generated through the University's operation of the LFG Project, particularly as they relate to the market for renewable energy. The Parties further recognize that the current state of the market for such Environmental Benefits is unsettled with respect to whether, and to what extent, other Environmental Benefits may become available that are associated with the operation of the LFG Project. The Parties recognize that during the Term of this Agreement, new Laws, guidance, voluntary standards or comparable directives may be issued that clarify the respective valuation protocols for various Environmental Benefits associated with the LFG Project. 125. In consultation with the County, the University shall, on an ongoing basis, determine if the categorization of Environmental Benefits associated with the LFG Project in ways other than as Carbon Credits would result in additional revenue to the County without compromising either the University's ability to derive environmental benefit through the 40 (00018638.DOC 24) generation of Carbon Credits or its achievement of other objectives for the LFG Project, including in particular as they relate to the University's commitment under the American College and University Presidents Climate Commitment. If such alternative categorization of Environmental Benefits would result in a greater overall value to the University and a greater overall payment to the County than the County would receive if the Environmental Benefits were solely categorized as Carbon Credits, and the University decides in a given month, in its sole discretion, to monetize a portion or all of the Environmental Benefits in a manner other than as Carbon Credits, the University shall pay to the County fifty percent (50%) of the proceeds resulting from such monetization net of any costs the University incurs both in monetizing the Environmental Benefits and replacing Carbon Credits that would otherwise have been generated by the operation of the LFG Project, if any, but for the University's decision to monetize another type of Environmental Benefit. Provided, however,that nothing in this Agreement shall obligate the County to incur all or any portion of any costs that exceed any surplus proceeds resulting from the monetization of any Environmental Benefits. In the event the University generates a surplus in any month, it shall provide an accounting of the surplus revenue thus generated in the Monthly Billing Statement and the monthly payment to the County shall be increased accordingly. A sample calculation is provided in Exhibit G. 126. Notwithstanding anything contained herein to the contrary, the County shall have the option, exercisable at any time and from time to time upon thirty (30) days' written notice to the University, to purchase Carbon Credits from a third party and to exchange such Carbon Credits, without any additional compensation, for an amount equal to up to fifteen percent(15%) of the Carbon Credits generated by the LFG Project in a given month. The Carbon Credits purchased from a third party for exchange must be eligible carbon offsets under a Cap-and-Trade 41 {00018638.DOC 24) System enacted under federal legislation in the United States, or in the absence of such a system, must be eligible carbon offsets under the California Climate Action Registry, the Voluntary Carbon Standard, or the rules of any regional compliance market, such as the Regional Greenhouse Gas Initiative or the Western Climate Initiative. F. Billing 127. The University shall cause the metering devices to be read on the last day of each month during the Term of this Agreement. The University shall thereafter prepare and deliver to the County on or before the fifteenth (15th) day of each subsequent month the Flare Payment and/or the Conversion Payment along with a statement to the County (a "Monthly Billing Statement") providing all relevant metering information and data that will clearly indicate (and will permit the County to verify)the (i) quantity of Landfill Gas on an SCF basis delivered to the Meter Points A and B during the preceding calendar month; (ii) the Meter Point A Methane Content and the Meter Point B Methane Content; (iii) the Flare MMBTU HHV and the Conversion MMBTU HHV; (iv) the Flare Payment and the Conversion Payment; (v) any adjustments made under Subpart E of this Article VII; and (vi) reasonably detailed calculations performed by the University to derive all of the foregoing information. ARTICLE VIII RESPECTIVE EFFECTIVE DATES OF THE UNIVERSITY'S OBLIGATIONS UNDER THIS AGREEMENT 128. Construction Date - (Construction of LFG Collection System). The University shall have no obligation to commence construction of the LFG Collection System (or to continue construction of the LFG Collection System if construction has already commenced) prior to the University's receipt of all LFG Project Permits relating to such system. Within ten (10) days of its receipt of the last Approval necessary to construct the LFG Collection System, 42 {00018638.DOC 24} the Party receiving such Approval shall notify the other Party in accordance with Paragraph 153 hereunder of the date of the issuance of such Approval. 129. Flare Payment Date. The University shall commence Flare Payments to the County thirty (30) days after the acceptance of the completed LFG Collection System by the North Carolina State Construction Office. 130. LFG Project Date. The University shall commence construction of the Pipeline and the Gas Conversion System after the occurrence of the following events: a. The receipt of all necessary Approvals to construct the Pipeline. b. The receipt of all necessary LFG Project Permits relating to the Gas Conversion System and the Pipeline. Within ten(10)days of its receipt of the last Approval necessary to construct the Gas Conversion System and the Pipeline, the Party receiving such Approval shall notify the other Party in accordance with Paragraph 153 hereunder of the date of the issuance of such Approval. 131. Conversion Payment Date. The University shall commence Conversion Payments to the County thirty (30) days after the acceptance of the completed Gas Conversion System by the North Carolina State Construction Office. ARTICLE IX LANDFILL GAS DELIVERY 132. Ownership and title of the Landfill Gas shall pass to the University at the Delivery Point. 133. For purposes of measuring the quantity of Landfill Gas delivered to the Delivery Point, the University shall install, at its own cost and expense, Gas Flow Meters for Meter Point 43 {00018638.DOC 24} A and Meter Point B with a design accuracy of not less than two percent (2%) for all parameters measured and taking into account verification methodologies for Environmental Benefits. 134. Such Gas Flow Meters shall be owned, operated, maintained and calibrated by the University at its sole cost and expense. The Gas Flow Meters shall be designed and operated to provide time-synchronized data for MMBtu and to provide all other information required to be measured pursuant to this Agreement. The University's Gas Flow Meters shall be sealed, with the seals broken only for the purpose of inspecting, testing, repairing, or recalibrating the metering devices. The University shall keep its Gas Flow Meters accurate and in good working order and the University shall periodically test such metering equipment as the University deems necessary; provided that the University shall test its metering equipment at least once every six (6) months, but in no case less than any testing requirement set forth in any applicable Laws or manufacturers' recommendations. In the event a Gas Flow Meters is to be tested, cleaned, repaired or recalibrated, or otherwise read or inspected by the University, the University shall provide the County with five (5) days prior written notice of any such procedure, so that the County may be present during any such procedure. The University shall preserve all charts, test data and similar records in accordance with the record retention provisions of Paragraph 148 of this Agreement. The County shall have the right to install and maintain its own Gas Flow Meters. 135. The County and its agents shall have the right from time to time, at reasonable times during the Term, to monitor, access, and inspect the condition and use of the LFG Project and to monitor, access, and inspect work in progress and the day-to-day operation of the LFG Project. Any such monitoring, examinations, inspections or visits shall be conducted in a manner so as to cause minimum interference with the University's LFG Project. 44 {00018638.DOC 24) ARTICLE X INSURANCE AND TAXES 136. At all times during the term of this Agreement,the Parties shall maintain worker's compensation insurance, covering liability under applicable worker's compensation law, at the statutory coverage levels. 137. Any subcontractor retained by the University in connection with the construction of the LFG Project shall comply with the minimum insurance requirements specified by the North Carolina State Construction Office under the "Instructions to Bidders and General Conditions of the Contract" (Form OC-15). The University shall require each such construction subcontractor to maintain such coverages for the time periods required therein. Any subcontractor retained by the University in connection with the operation of the LFG Project shall comply with the minimum insurance requirements specified in the "North Carolina General Contract Terms and Conditions" or the "University of North Carolina at Chapel Hill General Terms and Conditions for Commodities and Services," as applicable. The University shall require each such operating subcontractor to maintain such coverages for the time periods required therein. 138. No subcontracting shall relieve any Party of its obligations under this Agreement. Each Party shall remain primarily liable and obligated to the other Party for the timely and proper performance of all of its obligations hereunder even if such obligations are delegated to third-party subcontractors. 139. Each Party shall be responsible for any taxes or assessments levied on any real, personal or tangible property owned by it, inclusive of any LFG on that party's respective side of the Delivery Point after the Effective Date of this Agreement. All transfer, documentary, sales, use, stamp, registration, recording, conveyance and other similar taxes, fees or charges 45 {00018638.DOC 24} (including any penalties and interest) arising from the transactions contemplated by this Agreement shall be paid by the University when due or collected from the University by the County in accordance with applicable Law. Half(50%) of the amount of taxes, fees or other charges paid by the University pursuant to the immediately preceding sentence shall be subsequently reimbursed to the University by the County by set-off against the Flare Payments. In accordance with applicable Law, the County will accept a certificate or other documentation as required with respect to any claim by the University that it is exempt from the payment of any such taxes. To the extent applicable, the University and the County will, at their own expense, file all necessary tax returns and other documentation with respect to such taxes, and the Parties will cooperate to the extent necessary with respect to such filings. ARTICLE XI DISPUTE RESOLUTION 140. General. Any dispute, controversy or claim that arises out of or relates to this Agreement (including any dispute over the existence, validity, interpretation, performance, breach or termination thereof) (a "Dispute") shall be resolved in accordance with the procedures specified in this Article XI prior to any party initiating litigation regarding such Dispute, except as set forth in Paragraph 146 of the Agreement. Each Party shall bear its own costs incurred in connection with any dispute resolution process under this Article. The entire dispute resolution process set forth in this Article XI is a compromise negotiation. Subject to the North Carolina Public Records Act and other applicable Laws, all offers, promises, conduct and statements, whether oral or written, made in the course of dispute resolution by any of the Parties, their agents, employees, experts and attorneys are confidential. Subject to the North Carolina Public Records Act and other applicable Laws, such offers, promises, conduct and statements are 46 {00018638.DOC 24) privileged under any applicable arbitration privilege, are subject to Rule 408 of the Federal Rules of Evidence and any state counterpart rules or doctrine and are inadmissible and not discoverable for any purpose, including impeachment, in litigation between the Parties to the litigation; provided, however, that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its presentation or use during the dispute resolution process hereunder. 141. Notice. If a Dispute arises under this Agreement the claimant Party (the "Claimant") shall provide a written notice of the Dispute ("Notice of Dispute")to the other Party ("Respondent"), which shall contain a reasonably detailed statement of the nature of the Dispute and the relief requested. A Notice of Termination issued in accordance with Article VI shall be deemed a Notice of Dispute for purposes of this Article XI. 142. Executive Review. Upon receipt of a Notice of Dispute,the University's Director of Energy Services and the Assistant County Manager shall meet in person and, unless the Parties mutually agree in writing to a different time period, shall have thirty(30) calendar days to discuss, consider and attempt in good faith to resolve the Dispute. If, upon the expiration of such time period, the University's Director of Energy Services and the Assistant County Manager have been unable to resolve the Dispute, then they shall immediately submit the dispute for Senior Executive Review in accordance with Paragraph 143 of this Agreement. 143. Senior Executive Review. For disputes that are submitted for Senior Executive Review following the Executive Review process described in Paragraph 142, the University's Associate Vice Chancellor for Campus Services (or higher-level authority) and the County Manager(or higher-level authority) shall meet in person and, unless the Parties mutually agree in writing to a different time period, shall have thirty (30) calendar days to discuss, consider and 47 {00018638.DOC 24) attempt in good faith to resolve the Dispute. If, upon the expiration of such time period, the University's Associate Vice Chancellor for Campus Services (or higher-level authority) and the County Manager (or higher-level authority) have been unable to resolve the Dispute, then the Dispute shall be submitted to non-binding mediation in accordance with Paragraph 144 of this Agreement. 144. Non-Binding Mediation. If the Executive Review and Senior Executive Review dispute resolution processes are unsuccessful, the Parties shall be obligated to submit the Dispute to non-binding mediation through the use of a neutral, independent, disinterested mediator selected by the Parties from a professional mediation firm. If such Dispute is not resolved through the non-binding mediation process within one hundred twenty (120) days after the date of the Notice of Dispute or Notice of Termination (or such other time period as mutually agreed to by the Parties in writing), either Party may initiate litigation in any court of competent jurisdiction. The Parties shall share equally all fees and expenses payable to any mediator retained hereunder. 145. Continued Performance; No Tolling of Cure Periods. Except when clearly prevented from doing so by the matter in dispute, the Parties shall continue performing their obligations under this Agreement while any Dispute is being resolved as provided in this Article unless and until such obligations are terminated by the termination or expiration of this Agreement. The time frame for a Party to cure any breach of the terms of this Agreement shall not be tolled by the pendency of any dispute resolution procedures. 146. Equitable Relief. Notwithstanding anything contained in this Agreement to the contrary, the Parties shall be entitled to seek injunctive or other equitable relief in any court of 48 (00018638.DOC 24) competent jurisdiction whenever the facts or circumstances would permit a Party to seek such equitable relief without obligation to post bond. ARTICLE XII FORCE MAJEURE 147. Suspension of Obligations. If, because of a Force Majeure event, either Party is unable, in whole or in part, to carry out its obligations under this Agreement, then such Party shall give written notice and reasonably full details of the Force Majeure event to the other Party as soon as possible after the event's occurrence. Upon such notice, the obligations of the noticing Party (other than the obligation to make any payments under this Agreement) shall be suspended during the period in which the Party is unable to perform because of the Force Majeure event,but for no longer period,provided that: a. the burden of proof on whether a Force Majeure event has occurred shall be upon the Party claiming Force Majeure; b. the nonperforming Party shall make all reasonable efforts to continue to perform its obligations despite the occurrence of a Force Majeure event; and c. the nonperforming Party shall provide the other Party with prompt written notice of the cessation of the Force Majeure event. ARTICLE XIII MISCELLANEOUS 148. Records. During the term of this Agreement, and for a period of three (3) years thereafter (unless a longer period of time is required under applicable Laws), each Party shall keep and maintain complete and accurate records and all other data required by each of them for the purposes of the proper administration of this Agreement. Each Party shall have the right, at 49 {00018638.DOC 24} its sole expense during normal business hours, to examine the other Party's records to the extent necessary to verify the accuracy of any statement, change, notice or computation made hereunder. 149. Amendment to Agreement. This Agreement may be amended or modified only by a written instrument signed by each of the Parties. 150. Disclaimer of Joint Venture, Partnership and Agency. This Agreement shall not be interpreted or construed to create an association, joint venture, or partnership between the County and the University, or to impose any partnership obligation or liability upon such Parties. Neither the County nor the University shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind,the other Party. 151. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such terms and provisions to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby, except each Party shall be obligated to reform the remaining terms appropriately, and each term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 152. Assignment. Neither Party may assign or transfer its respective rights and obligations under this Agreement, except with the consent of the other Party, which shall be in that Party's sole discretion. Any assignment purportedly made by a Party without the requisite consent of the other Party shall be null and void. 50 {00018638.DOC 24) 153. Notices. All notices and other communications under this Agreement (other than regularly scheduled payments) shall be addressed as follows: Orange County: Orange County Solid Waste Director P. O. Box 17177 Chapel Hill,NC 27516 (Current Director: Gayle Wilson) FAX: 919-932-2900 Orange County Manager P. O. Box 8181 Hillsborough,NC 27278 (Current Manager: Laura Blackmon) FAX: 919-644-3004 With a copy to: Orange County Attorney P. O. Box 8181 Hillsborough,NC 27278 FAX: 919-644-3004 Orange County Emergency Contact: Orange County Solid Waste Operations Manager (Currently: Paul Spire) PHONE: (919) 624-0221 The University of North Carolina at Chapel Hill: Director of Energy Services 925 Branch Street, Campus Box 1855 Chapel Hill,NC 27599-1855 (Current Director: Ray DuBose) PHONE: 919-966-4100 FAX: 919-843-7328 With a copy to: The University of North Carolina at Chapel Hill General Counsel Campus Box 9105 Chapel Hill,NC 27599-9105 51 {00018638.DOC 24} (Current General Counsel: Leslie Strohm) FAX: 919-843-1617 University Emergency Contact: Shift Supervisor on duty UNC Cogeneration Facility PHONE: 919-962-1167 (24/7 emergency telephone number) Such notices and communications shall be deemed to have been given and received when personally delivered or upon receipt as evidenced by a United States Postal Service Receipt for Certified Mail or evidence of delivery by a private express mail service (e.g., UPS, FedEx, DHL) or upon receipt by facsimile provided that the sender promptly thereafter delivers a copy of the notice together with the receipt issued by the sender's facsimile machine,to the recipient. Either Party may change the address to which communications or payments are to be made by notice to the other Party as set forth above. 154. Integration. This Agreement is intended by the Parties as the final expression of their agreement with respect to such subject matter, both written and oral, and supersedes all previous agreements. 155. Waiver. No delay or omission by a Party to exercise any right occurring upon any non-compliance or default by the other Party with respect to any of the terms of the Agreement shall impair any such right or power or be construed to be a waiver thereof A waiver by either the County or the University of any failure of the other Party to perform any of its obligations under this Agreement shall not be construed as a waiver of any future or continuing failure or failures,whether similar or dissimilar thereto. 156. Choice of Law. This Agreement and any provisions contained herein shall be interpreted under the laws of North Carolina without regard to principles of conflicts of law. 52 {00018638.DOC 24} 157. Communications. Neither Party shall make any public announcement concerning this Agreement nor the transaction contemplated herein without first obtaining the approval of the other Party,which approval shall not be unreasonably withheld or delayed. 158. Equal Opportunity/Non-discrimination. The Parties shall comply with all federal and state requirements concerning fair employment and employment practices discriminating by reason of race, color, religion, gender, national origin, disability, age, creed, veteran's status, or sexual orientation. 159. No Third Party Beneficiaries. The Agreement is not intended to and does not confer any right or benefit on any third party. IN WITNESS WHEREOF, the Parties hereto have caused the execution of this Agreement by the representatives whose names appear below as of the date first written above. ORANGE COUNTY,NORTH CAROLINA BY: ITS: DATE: UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL BY: ITS: DATE: 53 {00018638.DOC 24} Exhibit A 2010 $ 9.00 $ 6.50 2011 $ 9.18 $ 7.25 2012 $ 9.36 $ 7.75 2013 $ 9.55 $ 8.00 2014 $ 9.74 $ 11.55 2015 $ 9.94 $ 18.00 2016 $ 10.14 $ 19.02 2017 $ 10.34 $ 20.04 1 2018 $ 10.54 $ 21.06 2019 $ 10.76 $ 22.08 2020 $ 10.97 $ 23.10 2021 $ 11.19 $ 24.40 2022 $ 11.41 $ 25.70 2023 $ 11.64 $ 27.00 2024 $ 11.88 $ 28.30 2025 $ 12.11 $ 29.60 2026 $ 12.36 $ 31.24 2027 $ 12.60 $ 32.88 2028 $ 12.85 $ 34.52 2029 $ 13.11 $ 36.16 2030 $ 13.37 $ 37.80 2031 $ 13.64 $ 38.56 2032 $ 13.91 $ 40.11 2033 $ 14.19 $ 42.57 2034 $ 14.48 $ 46.08 2035 $ 14.77 $ 48.40 2036 $ 15.06 $ 49.37 2037 $ 15.36 $ 51.36 2038 $ 15.67 $ 54.51 2039 $ 15.98 $ 59.00 Note 1:2010-2014 estimated by Energy Strategies,LLC with input from Oliver Inc.. 2015-2039 based on S.2191,Nicholas Institute ADAGE Forecast. {00018638.DOC 24} Exhibit B 0 _ :10k 4:.' • 1tc :1..4 puniimaii ifil ammoompaimiti I.WO OM 1111 IM MI OM I II I 111 I No 0 0 010 fraggiigglialleal II it 1114%MN 1111110.111 114111411.111 IMMO / \ "'•""'"• SOUTH LANDFILL NORTH LANDFILL MOISTURE SEPARATOR `�—CONDENSATE METER POINT B — FLARE COLLECTION TANK =(FLOW AND METHANE CONTENT) f GAS FILTER (DUPLEX) BACK—UP FLARE LFG EXTRACTION / PUMP ff METER POINT A *— CONVERSION SYSTEM DELIVERY r...... (FLOW AND METHANE POINT � CONTENT 41111111111. 4111111111111111111111111111.1•11(9 I._J COND. . GAS COMPRESSOR REFRIGERANT —� ___-L. CHILLER LANDFILL SITE ., COLLECTION SYSTEM LOW PRESSURE GAS PIPELINE TO GAS CONVERSION SYSTEM I 12.2 MILES, ELECTRICITY TO re---r-1 SILENCER UNIVERSITY ENGINE EXHAUST Mill —= Isil i ELI 1;! imin 1.0MW ENGINE/GENERATOR sET GAS CONVERSION SYSTEM {00018638.DOC 24) Exhibit C ` CHAPEL r^ l �� x, 4U „-.--<-:. WATCH LLC ” JACOUELINEIE � �P ."`' a� � t � t,� � DUKE EPJERGY . •.� � ( ri,i4-.117� ��� 4114'� s..xfe ,ilil A "°. BARREN ,, A , „, ' ELIZABETH �r � ,�i . � k t x .e iJ ' t „, , DONADIO, i'`_ , ...1r. �`� 1 m galivili ° �, � GERTRUDE F' BARBARA A �'���+���� � ��\ ���o ��� ��� � ��'"OM /Iasi 40,I. . DICKS _ e 'B' 4"i Msf _.1/11 COUNTY :..ORANGE Maw W' "` \ t V► THOMAS ORANGE +� k COUNTY I ' k i � .. d ■■ 1' HARRIS. � ` � � !�'R'�`4+IfS�' � �ril��t�' �\� .j 1 THELBERTA CHAPEL HILL+' Iw �i>`�1� d'0�d�'aJ � ��1fi.,,,f 4C1b�+,i TOW N OF ETAL +� ,� i +7�i triP"4} y�M*7411$ "11 ,r i� . ►:A. I-'® t HABITAT .JJa �.� so Ir a ''°�r t';-i FOR; S' *.•"1: A/'.f 4 wi•; 1JRi1 j �s.�� 12, 0 i��� i I HUM4NITY l �C�1BMg�NlIl� ���:���1�t�Y� �i&Zk%iI HAPEL HILL o �,+'J`.� *'lIp11�,; "'�'► i°,,�- f 1 yl moils *t'leir WI i 010: 4001ii ., 4 PU'[' lip *AI& isSii 1111 . NAM-.KENNETH E �. Itl�JR°er �I1�9111 ' �R��pwr' a,- f ,.4 r1�.j ,11 IjO • 0�7 r. ill f B iit : 'F'RALEY c � CHAPEL HILL ,�.._ ^" '. immix" Wir OTT 1awS ,� m'r' AT TSA J TOWN OF. �� '"'. _ " y�,t� +, � ,STANAT ,.w P Alamo.� �►"�� ,� � �!° ► VINEYARD 'DONAID�F'� { � 1 CHAPEL HILL 'SQUARE i ., J.,y Au, '.. tp� K; BURCH HOMESTEAD "',,TOWN OF OWNERS •UNITED CHURCH �. T': - — ; I � •{�'�� �� !� �` HENRY TR ;GROUP CLC ,v. �.; " OFtGHAPEL � i� �} � ,� ' e�i d yy `'} ��` l .....HOMSTE/1D RD •�; k . NUIDDRY •:� f'r _ �l UNMel ii 1111*- :`4�it .:! "'.. ANNE , •', `, 4f ..R■ ®1like �140 1 '.!# DUVc ENERGY ,I �/ �,-, ■ ` ` r.N erg. `"+`s f 71 .. tots, � Alt o x00.41 '. er AIL ON y„y'." 4a v ., .._ ' c.' 1 Md WOOD n �'1�N y� M" ", y c LARA S. WILLIAM ,�' h '1M �,'�,� N,4 � ' ✓ f�. BAINSTER , 1 itirlr !'AV DAVIDC ,41` {00018638.DOC 21-2A1 Exhibit C cont. Description of Easements Property ID Number Approximate Location Approximate Length Type of Use Approximate Width of Approximate Width of of Easement on Parcel of Easement on Parcel Permanent Easement Construction Easement 9870662911 (County southeast corner of Landfill Gas Pipe, 6"to Landfill site,south property 1,500 linear feet(LF) 12" diameter 10 LF 20 LF section) 9870751483 parallel to north Landfill Gas Pipe,6"to property line 350 LF 12"diameter 10 LF 20 LF 9870855283 parallel to north Landfill Gas Pipe, 6"to property line and east 3,000 LF 12" diameter 10 LF 20 IF property line 9880008527 parallel to north Landfill Gas Pipe, 6"to (Homestead Road) property line,adjacent 12"diameter,and to roadway 1,200 IF Electrical/telecomm 20 LF 3OLF ductbank and vaults {00018638.DOC 24} Exhibit D Approvals Landfill Site Solid waste permit Air permit for flare Duke Energy -New Service Pipeline North Carolina Utilities Commission(NCUC) Town of Chapel Hill North Carolina Department of Transportation Orange County—Easements Duke Energy—Easements North Carolina Department of Insurance North Carolina State Construction Office North Carolina Department of Environment and Natural Resources Norfolk Southern Railroad Gas Conversion Building Town of Chapel Hill—Zoning Compliance Permit(ZCP) North Carolina Department of Insurance North Carolina State Construction Office Air Permit for engine North Carolina Department of Environment and Natural Resources Orange Water and Sewer Authority(OWASA) {00018638.DOC 24} Exhibit E Calculations demonstrating that Landfill is not subject to NSPS (see attached) {00018638.DOC 24} Hag- ALMES & ASSOCIATES, INC. coy'P -Al CONSULTING ENGINEERS 111 COMMONWEALTH COURT, SUITE C4. CA V, NC 2751'-446: PHONE: (919) ?,19-118 7 TAX: (419)481-1522 August 25, 1998 Project No: R97-945-595 Mr.Thomas C. Allen, II Environmental Engineering Supervisor NC DEHNR Division of Air Quality P.O. Box 29580 Raleigh, North Carolina 27626-0580 Transmittal Recalculation of NMOC Emissions for Title V Applicability Orange Regional Landfill(MSWLF Permit No. 68-01) Chapel Hill,North Carolina Dear Mr. Allen: On behalf of the Town of Chapel, North Carolina, Almes& Associates, Inc. (ALMES) has recalculated the rate of past and future Non-Methane Organic Compound(NMOC) emissions for the Orange Regional Landfill. The Landfill is composed of two distinct MSW disposal units located on separate tracts bisected by Eubanks Road. The Northern and Southern MSW disposal units of the Orange Regional Landfill have been considered a single emissions source in our evaluations. This work fulfills the requirements of the second option stated in your letter to Orange Regional Landfill dated December 1, 1997. Specifically, those options were to either: 1) submit an application for a Title V operating permit or 2) submit additional landfill documentation and recalculation of NMOC emissions demonstrating that the solid waste facility's potential to emit regulated air pollutants is below the 100 ton/year Title V applicability threshold. The North Carolina Department of Environment&Natural Resources, Division of Air Quality's(DAQ) request for further facility documentation and/or permitting was based on the results of the DAQ's calculations of late 1997. The DAQ's calculations, based on information provided in the Initial Design Capacity Report, suggested elevated landfill air emissions rates for Orange Regional Landfill (Table 1). A general time extension was granted by the DAQ to a number of MSW landfills, including Orange Regional Landfill, following concerns with the short response period, the accuracy of the DAQ's December landfill emission estimates, and potential for misinterpretation of the data presented in the Initial Design Capacity Report. Most notable, the DAQ's calculations were_. partially based on the very conservative model and default gas generation factors promulgated to evaluate NSPS applicability rather than the AP-42 default factors published for Title V purposes. Mr. Thomas C.Allen, II NC DEHNR DAQ August 25, 1998 Page 2 We understand that the DAQ will now accept recalculated NMOC emissions using the U.S. EPA's AP-42 emissions factors and the LandWin emissions modeling computer program developed by U.S. EPA for gas emissions estimation. Neither were used in the original calculations performed by the DAQ. Please note that our estimate of the in-place MSW waste volume for the Northern disposal unit has been substantially reduced from that previously reported. Further research into the disposal records and history of the northern site documented that substantial volumes of inert material were placed in the northern landfill. The inert wastes, identified by class, tonnage, and year in the attached spreadsheet. (Table 2), were excluded for the gas generation calculation. Recalculation of NMOC emissions were performed for the combined MSW disposal units using the LandWin model. This simple computer program was developed specifically for estimating MSW landfill gas generation rates under the New Source Performance Standards and Emission Guidelines for Municipal Solid Waste Landfills(NSPS). The landfill gas emission model is based on a first-order decomposition rate equation that estimates annual emissions over a period of time based on the input of site variables and established default values specified by the user. The LandWin software uses identical equations to the methods used by the DAQ in their calculations, by Orange Regional Landfill staff in preparing the Initial Capacity Report, and by ALMES in their demonstrating the non-applicability of NSPS to this site. The calculations are sensitive to the gas generation rate factors, e.g. whether the NSPS/Clean Air Act(CAA) default parameters or the US EPA's AP-42 emissions factors are used. The current AP-42 emissions factors for MSW landfill gas generation as referenced in the US EPA literature are as follows: k 0.04 1/yr L. = 4411 ft3 CH4/Mg of waste in place CN„oc = 2420 ppmv as hexane(co-disposal) Ca,,,ICC = 595 ppmv as hexane (no co-disposal). The recalculated NMOC emission rates for northern, southern, and combined MSW units are presented in 'Table 1. Gas generation rate estimates were completed for NMOC's using both the AP-42 and NSPS/CAA emissions factors for comparison. These emissions modeling results are presented in Attachments A and B. respectively. The emissions analysis demonstrates that actual NMOC emissions are currently well below the 100 ton/year threshold established by the DAQ to trigger the Title V operating permit program. The calculations further show that predicted NMOC emissions are considerably below those previously calculated by the DAQ based on NSPS defaults. Recalculated NMOC values for the Orange Regional Landfill document that the landfill's potential to emit is well below all applicable regulatory thresholds for the currently permitted waste footprint and design capacity. Substantial future expansion would be required at the site to approach the regulatory limit on emissions. Note that the Orange Regional Landfill is currently operating in a new lined Subtitle ALMES&ASSOCIATES,INC. CONSULTING ENGINEERS P:\pecuments\ChapHl-595V974 45∎n297-945.APen.LA;y.?-'L5-98,dcc 897945-595 Mr.Thomas C. Allen, II NC DEHNR DAQ August 25, 1998 Page 3 D landfill with a permitted capacity of 700,000 tons. The attached summary table, Table 1,compares ALMES' calculations, using both CAA and AP- 42 parameters, to the original calculations performed by the DAQ. Based on our calculations (Attachment A& B), the Orange Regional Landfill should not be subjected to either the Title V permitting or NSPS emissions control requirements. The Orange Regional Landfill will be required to obtain a Title V air quality permit only if NMOC emissions reach 100 tons/year. 'Ile only warranty or guarantee made by ALMES in connection with services performed for this project is that such services were performed with the care and skill ordinarily exercised by reputable members of the profession practicing under similar conditions at the same time and the same or similar locality. No other warranty expressed or implied, is made or intended by rendition of these consulting services or by furnishing oral or written reports of the findings made. ALMES appreciates the opportunity to submit these calculations to the DAQ on behalf of the Town of Chapel Hill. Please feel free to contact us in our Cary, NC office ((919) 319-1187) at your earliest convenience should you have any questions or comments. Thank you in advance for you assistance in this matter. Sincerely, ALMES & ASSOCIATES, INC. ��.�``O�HCARali'r., : CONSULTING ENGINEERS + etS • �A A 41:10° • 7-- William S. Almes,P.E. , !�Project Manager .� S. c..,,,&74441.. wistadfra441 g/z5-pg Graham H. Simmerman, Jr., P.G. Engineering Geologist GHS/WSA/lh cc: Gayle Wilson, Town of Chapel Hill Mike Meagher,Town of Chapel Hill R97-945-595 File Attachments ALMES&ASSOCIATES,INC. CONSULTING ENGINEERS PADocumenfAChapHill-595��97-945\1297-?d5.:.le^-CACS•i'-S?.dac R97-945595 - _ Mr.Thomas C.Allen, II NC DEHNR DAQ August 25, 1998 Page 4 Table 1 Recalculation of NMOC Emissions Orange Regional Landfill,North Carolina (Permit No. 68-01) The following is a summary of NMOC values calculated by NC DAQ using NSPS/CAA emission factors and those calculated using both NSPS/CAA and AP-42 emission factors. NC DAQ officials have tentatively approved the use of the AP-42 emission factors recommended by the US EPA. The calculations were performed using the US EPA LandWin model computer program developed for US EPA. Output sheets for the recalculated emissions are presented in Attachments A & B. Northern Southern Total Unit Unit Landfill MSW Design Capacity 891,550 Mg3 770,000 Mg 1,661,550 Mg (810,500 tons) (700,000 tons) (1,5 10,500 tons) Years of Operation 1972-1995 1995-2006 1972-2006 Max.NMOC generation rate 1,447 Mg/year (per NC DAQ calculations) (1,315 tons/year) Max. NMOC generation rate 133.8 Mg/year in 1995 132.8 Ms/year in 2006 209.9 Migiyear in 2006 (New calculations using CAA) 121.6(tonsiyear) 120.7(tons/year) I90.8(tons/year) Max.NMOC generation rate 12.5 Mg/year in 1995 12.1 Mg,/year in 2006 20.2 Mg/year in 2006 (ALMIS calculations using AP 42) 11.4(tons/year) 11.0(tons/year) 18.37(tons/year) Notes: Multiply Mg (megagrams)by 1.1 to convert to tons. Landfill Air Emissions Estimation Mode!, Windows Version 1.0,US Environmental Protection Agency, Control Technology Center, Research Triangle Park,NC, March 1996. ALMES&ASSOCIATES,INC. CONSULTING ENGINEERS P:\Moments\choPRII-595\P.97-9c5V97.9c°.APen.cAo.3-25-9s.dx R97-945.595 Orange Regional Landfill Clean Air Act Permitting Calculations North Area Waste Tonnages & Percentages of Inerts Fiscal Total MSV C&D Waste Burled Other Buried Inert Wastes Total Burled Diverted Inert Waste:Total All Total MSW Total Year Buried Clean Mixed Tires Ash Brush Asbestos Waste Tires Brush Waste Waste C&D only 72 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 73 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 74 26,918 13,682 200 5,000 45,800 45,800 31,768 13,882 75 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 76 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 77 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 78 26,918 13,882 200 5,000 45,800 45,800 31,768 13,682 79 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 80 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 81 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 82 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 83 28,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 84 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 85 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 86 26,918 13,882 200 5,000 2,000 47,800 47,800 31,768 13,682 87 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 88 26,918 13,682 200 5,000 2,000 47.800 47,800 31,768 13,682 89 26,918 13,682 5,000 2,000 47,600 200 47,800 31,76$ 13,682 6/90-5/91 57,705 5,020 22,560 0 6,820 2,740 45 94,890 225 95,115 57,705 27,580 6/91-5/92 78,644 0 39,974 0 23,522 2,318 117 144,575 200 2,500 147,275 78,644 39,974 6/92-5/93 63,420 1,990 32,515 0 26,375 0 35 124,335 265 2,305 126,905 63,420 32,515 6/93-5/94 65,150 13,850 12,920 0 29,115 0 0 121,035 755 3,925 125,715 65,150 12,920 6/94-5/95 61,060 0 32,285 0 30,815 0 0 124,160 1,515 4,230 129,905 61,060 32,285 6/95-5/96 0 0 31,205 0 36,240 0 0 67,445 915 4,915 73,275 0 31,205 6/96-5/97 0 0 33,860 0 15,330 0 0 49,190 1,055 33,575 83,820 0 33,860 6/97-5/98 0 0 30,168 0 0 0 0 30,168 1,097 6,387 37,652 0 30,168 810,503 20,860 481,763 3,400 258,217 25,058 197 1,599,998 6,227 57,837 1,664,062 897,803 486,783 Notes: in-place waste volume for northern landfill remains 1.6 million tons. In-place waste density of 1,000 ibs/cublc yard and a waste 10 soil cover ratio of 4 to 1 assumed. Waste class tonages proir to truckscale Installation (1990)were estimated based on early disposal history,waste class percentage trends, and total waste fill volume. Estimates are as follows: 484,534tons equal appoximately 26,918 tons/year over 18 years(1972 through 1990); 246,278 tons equal appoximately 13,682 tons/year over 18 years(1972 through 1990); 3,400 tons equal appoximately 200 tons/year over 17 years(1972 through 1990);and 20,000 tons equal appoximately 200 tons/year over 10 years(1979 through 1990). The propotions of MSW to C&D wastes were assumped to be 66.3 to 33.7 percent by weight. Orange Regional Landfill, North Carolina NMOCs NSPS/CAAA Landfill Air Emissions Estimate AP-42 Combined Northern& Southern Landfill Tract Emissions Clear Air Act-Title V Applicability Report AP-42 Landfill Gas Generation Defaults Prepared by: G. Simmerman Date: 8/20/98 Source File: : C:I MYFILES\LFGAS\ORANGE\ORANGEAP.PRM Model Parameters Lo : 124.91 rn^3 /Mg k : 0.0400 1/yr NMOC : 595.00 ppmv Methane: 50.0000%volume Carbon Dioxide : 50.0000% volume Landfill Parameters Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity: 1370305 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Model Results NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 1973 2.442E+04 5.204E-01 1.452E+02 1974 4.884E+04 1.020E+00 2.847E+02 1975 7.326E+04 1.501E+00 4.187E+02 1976 9.768E+04 1.962E+00 5.475E+02 1977 1.221E+05 2.406E+00 6.712E+02 1978 1.465E+05 2.832E+00 7.901E+02 1979 1.709E+05 3.241E+00 9.043E+02 1980 1.954E+05 3.635E+00 1.014E+03 1981 2.198E+05 4.013E+00 1.119E+03 1982 2.442E+05 4.376E+00 1.221E+03 - 1983 2.686E+05 4.724E+00 1.318E+03 1984 2.930E+05 5.060E+00 1.412E+03 1985 3.175E+05 5.382E+00 1.501E+03 1986 3.419E+05 5.691E+00 1.588E+03 County Orange Landfill,North Carolina August 20,1998 tY � NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 2 of 4 Combined Northern& Southern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults • NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 1987 3.663E+05 5.988E+00 1.671E+03 1988 3.907E+05 6.274E+00 1.750E+03 1989 4.151.E+05 6.548E+00 1.827E+03 1990 4.396E+05 6.812E+00 1.900E+03 1991 4.919E+05 7.661E+00 2.137E+03 1992 5.632E+05 8.881E+00 2.478E+03 1993 6.208E+05 9.759E+00 2.722E+03 1994 6.799E+05 1.064E+01 2.967E+03 1995 7.353E+05 1.140E+01 3.180E+03 1996 7.879E+05 1.207E+01 3.368E+03 1997 8.410E+05 1.273E+01 3.552E+03 1998 8.964E+05 1.341E+01 3.742E+03 1999 9.544E+05 1.412E+01 3.940E+03 2000 1.012E+06 1.481E+01 4.131E+03 2001 1.070E+06 1.546E+01 4.313E+03 2002 1.128E+06 1.609E+01 4.489E+03 2003 1.186E+06 1.670E+01 4.658E+03 2004 1.244E+06 1.728E+01 4.820E+03 2005 1.302E+06 1.784E+01 4.976E+03 2006 1.360E+06 1.837E+01 5.126E+03 2007 1.370E+06 1.786E+01 4.984.E+03 2008 1.370E+06 1.716E+01 4.788E+03 2009 1.370E+06 1.649E+01 4.600E+03 2010 1.370E+06 1.584E+01 4.420E+03 2011 1.370E+06 1.522E+01 4.247E+03 2012 1.370E+06 1.463E+01 4.080E+03 2013 1.370E+06 1.405E+01 3.920E+03 2014 1.370E+06 1.350E+01 3.766E+03 2015 1.370E+06 1.297E+01 3.619E+03 2016 1:370E+06 1.246E+01 3.477E+03 2017 1.370E+06 1.197E+01 3.341E+03 2018 1.370E+06 1.150E+01 3.210E+03 2019 1.370E+06 1.105E+01 3.084E+03 2020 1.370E+06 1.062E+01 2.963E+03 2021 1.370E+06 1.020E+01 2.847E+03 2022 1.370E+06 9.804E+00 2.735E+03 2023 1.370E+0b 9.419E+00 2.628E+03 2024 1.370E+06 9.050E+00 2.525E+03 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 3 of 4 Combined Northern& Southern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/y-0 (Cubic mlyr) 2025 1.370E+06 8.695E+00 2.426E+03 2026 1.370E+06 8.354E+00 2.331E+03 2027 1.370E+06 8.027E+00 2.239E+03 2028 1.370E+06 7.712E-00 2.151E+03 2029 1.370E+06 7.409E+00 2.067E+03 2030 1.370E+06 7.119E+00 1.986E+03 2031 1.370E+06 6.840E+00 1.908E+03 2032 1.370E+06 6.572E+00 1.833E+03 2033 1.370E+06 6.3141:+00 1.761E+03 2034 1.370E+06 6.066E+00 1.692E+03 2035 1.370E+06 5.828.E+00 1.626E+03 2036 1.370E+06 5.600E+00 1.562E+03 2037 1.370E+06 5.380E+00 1.501E+03 2038 1.370E+06 5.169E+00 1.442E+03 2039 1.370E+06 4.967E+00 1.386E+03 2040 1.370E+06 4.772E+00 1.331E+03 2041 1.370E4-06 4.585E+00 1.279E+03 2042 1.370E+06 4.405E+00 1.229E+03 2043 1.370E+06 4.232E+00 1.181E+03 2044 1.370E+06 4.066E+00 1.134E+03 2045 1.370E+06 3.907E+00 1.090E03 2046 1.370E+06 3.754E+00 1.047E-03 2047 1.370E+06 3.607E+00 1.006E+03 2048 1.370E+06 3.465E+00 9.667E+02 2049 1.370E+06 3.329E-00 9.288E+{2 2050 1.370E+06 3.199E+00 8.924E+02 2051 1.370E+06 3.073E+00 8.574E+02 2052 1.370E+06 2.953E+00 8.238E+02 2053 1.370E+06 2.837E+00 7.915E+02 2054 1.370E+06 2.726E+00 7.604E+02 2055 1.370E+06 2.619E+00 7.306E+02 2056 1.370E+06 2.516E+00 7.020E+02 2057 1370E+06 2.418E+00 6.745E--02 2058 1.370E+06 2.323E+00 6.480E+02 2059 1.370E+06 2.232E+00 6.226E-02 2060 1.370E+06 2.144E+00 5.982E+02 2061 1.370E+06 2.060E+00 5.747E-02 2062 1.370E+06 1.979E+00 5.522E-02 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: N_VIOCs •Page 4 of 4 Combined Northern&Southern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mglyr) (Cubic miyr) 2063 1.370E+06 1.902E+00 5.305E+02 2064 1.370E+06 1.827E+00 5.097E+02 2065 1.370E+06 1.756E+00 4.898E+02 2066 1.370E+06 1.687E+00 4.705E+02 2067 1.370E+06 1.621E+00 4.521E+02 Projected NMOC Emissions 2.00E+01 — 1.80E+01 / .., / ... 1.60E+01 1 ,„/ . ./ . 1.40E+01 ./ . •. 1 • .„,/ ...,. v) 1.20E+01 . ... ,, v) , 1.—.. , .. CD 1.00E-F01 - —. .../ ..... c ) ., 8.00E+00 • -=:. . ,. „,/ .,.. .,. IQ 6.00E+00 ••••••••: ,/ . ,,, / . ....,... 4.00E+00 ../, .--....... ................. / ,................. 2.00E+00 / .................................... 0.00E+00 illimrqunii::.,.H ! 1111111111f1111177 :, i: .•1•:11: ' : !. '..:::• io! . • . IFWITITIMITTITTruniTirrrrinTrinTillniTITITIITITI 1 97C1 9751 98C1 9 851 99C1 9952 0 0 C200 520 1 C20 1 5202C202 5203 C203 5264C204 5205 0205 5206020652070 Year Orange Regional Landfill, North Carolina NMOCs NSPS/CAAA Landfill Air Emissions Estimate CAAA Combined Northern & Southern Landfill Tract Emissions Clear Air Act-Title V Applicability Report CAAA Landfill Gas Generation Defaults Prepared by: G. Simmerman Date: 8/20/98 Source File: C:1 MYF1LES ILFGASIORANGEIORANGECA.PRM Model Parameters Lo : 169.90 m^3 /Mg k : 0.0500 1/yr NMOC : 4000.00 ppmv Methane : 50.0000% volume Carbon Dioxide : 50.0000 %volume Landfill Parameters Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity : 1370305 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Model Results NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 1973 2.442E+04 5.949E+00 1.660E+03 1974 4.884E+04 1.161E+01 3.238E+03 1975 7.326E+04 1.699E+01 4.740E+03 1976 9.758E+04 2.211E+01 6.168E+03 1977 1.221E+05 2.698E+0l 7.527E+03 1978 1.465E+05 3.161E+01 8.819E-03 1979 1.709E+05 3.602E+01 1.005E+04 1980 1.954E+05 4.021E+01 1.122E+04 1981 2.198E+05 4.420E+01 1.233E+04 1982 2.442E+05 4.799E+01 1.339E+04 1983 2.686E+05 5.160E+01 1.440E+04 1984 2.930E+05 5.503E+01 1.535E=04 1985 3.175E+05 5.830E+01 1.626E04 1986 3.419E+05 6.140E+01 1.713E+04 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 2 of 4 Combined Northern& Southern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 1987 3.663E+05 6.436E+01 1.795E+04 1988 3.907E+05 6.717E+01 1.874E+{4 1989 4.151E+05 6.984E+01 1.948E+04 1990 4.396E+05 7.238E+01 2.019E+04 1991 4.919E+05 8.160E+01 2.277E+04 1992 5.632E+05 9.500E+01 2.650E+04 1993 6.208E+05 1.044E+02 2912E+04 1994 6.799E+05 1.137E+02 3.172E+04 1995 7.353E+05 1.216E+02 3.394E04 1996 7.879E+05 1.285E+02 3.586E-04 1997 8.410E+05 1.352E+02 3.772E+04 1998 8.964E+05 1.421E+02 3.964E+04 1999 9.544E+05 1.493E+02 4.165E+04 2000 1.012E+06 1.561E+02 4.356E+04 2001 1.070E+06 1.627E+02 4.538E+04 2002 1.128E+06 1.689E+02 4.711E+04 2003 1.186E+06 1.747E-02 4.875E+04 2004 1.244E+06 1.804E+02 5.032E+04 2005 1.302E+06 1.857E+02 5.180E+04 2006 1.360E+06 1.908E+02 5.322E+04 2007 1.370E+06 1.839E+02 5.130E-04 2008 1.370E+06 1.749.E+02 4.879E04 2009 1.370E+06 1.664E+02 4.641E+04 2010 1.370E+06 1.583E+{2 4.415E+04 2011 1.370E+{6 1.505E+02 4.200E+04 2012 1.370E+06 1.432E+02 3.995E+04 2013 1.370E+06 1.362E+02 3.800E+04 2014 1.370E+06 1.296E+02 3.615E+04 2015 1.370E+06 1.233E+02 3.438E+04 2016 1.370E+06 1.172E+02 3.271E+04 2017 1.370E+06 1.115E+02 3.111E+04 2018 1.370E+06 1.061E+02 2.960E+04 2019 1.370E+06 1.009E+02 2.815E+04 2020 1.370E-06 9.599E+01 2.678E+04 2021 1.370E+06 9.131E+0l 2.547E+04 2022 1.370E+06 8.685E+01 2.423E+04 2023 1.370E+06 8.262E+01 2.305E+04 2024 1.370E+06 7.859E+01 2.192E+04 Orange County Landfill,North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: tiMOCs Page 3 of 4 Combined Northern&Southern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 2025 1.370E+06 7.476E+01 2.086E-04 2026 1.370E+06 7.111E+01 1.984E-04 2027 1.370E+06 6.764E+01 1.887E+04 2028 1.370E+06 6.434E+01 1.795E+04 2029 1.370E+06 6.120E+0l 1.707E+04 2030 1.370E+06 5.822E+01 1.624E+04 2031 1.370E+06 5.538E+01 1.545E+04 2032 1.370E+06 5.268E+01 1.470E+04 2033 1.370E+06 5.011E+01 1.398E-04 2034 1.370E+06 4.767E+01 1.330E--04 2035 1.370E+06 4.534E+01 1.265E+04 2036 1.370E-1-06 4.313.E+01 1.203E+04 2037 1.370E+06 4.103E+01 1.145E+04 2038 1.370E+06 3.903E+01 1.089E+04 2039 1.370E+06 3.712E+01 1.036E+04 2040 1.370E+06 1531E+01 9.851E+03 2041 1.370.E+06 3.359E+01 9.371E+03 2042 1.370E+06 3.195E+0l 8.914E+03 2043 1.370E+06 3.039E+01 8.479E+03 2044 1.370E+06 2.891E+01 8.066E+03 2045 1.370E+06 2.750E+01 7.672E+03 2046 1.370E+06 2.616E+01 7.298E-03 2047 1.370E+06 2.488E-01 6.942E+03 2048 I.370E+06 2.367E+01 6.604E+03 2049 1.370E+06 2.252E+01 6.282E+03 2050 1.370E+06 2.142E+01 5.975E+03 2051 1.370E+06 2.037E+01 5.684E+03 2052 1.370E+06 1.938E+01 5.407E+03 2053 1.370E+06 1.843E+01 5.143E-03 2054 1.370E+06 1.754E+01 4.892E-r03 2055 1.370E+06 1.668E+01 4.653E-03 2056 1.370E+06 1.587E+01 4.426E+03 2057 1.370E+06 1.509E-01 4.211E+03 2058 1.370E+06 1.436E+01 4.005E+03 2059 1.370E+06 1.366E -01 3.810E+03 2060 1.370E+06 1.299E+01 3.624E+03 2061 1.370E+06 1.236E+01 3.447E+03 2062 1,370E+06 1.175E+01 3.279E+03 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 4 of 4 Combined Northern&Southern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 2063 1.370E+06 1.118E+01 3.119E-03 2064 1.370E+06 1.064E+01 2967E+03 2065 1.370E+06 1.012E+01 2.822E+03 2066 1.370E+06 9.624E+00 2.685E+03 2067 1.370E+06 9.154E+00 2.554E+03 Projected NMOC Emissions 2.00E+02 1.80E+02 -. • 1.60E+02 1.40E+02 • 1.20E+02 . CA 2 • 1.00E+02 7 8.00E+01 6.00E+01 4.00E+01 , 2.00E+01 - 0.00E+0U ;riri!: . .... .- -nrmrr- r;!., r--- • :•!!!!. millii.l 197C1975198C1985199C1995200C2005201 C2015202C202 5203C2035204C204520502055206020652070 Year r Orange Regional Landfill, North Carolina NMOCs NSPS/CAAA Landfill Air Emissions Estimate AP-42 Combined Northern Landfill Tract Emissions Clear Air Act- Title V Applicability Report AP-42 Landfill Gas Generation Defaults Prepared G. Simmerman reF by: Date: 8/20/98 Source File: : C:IMYFILES ILFGASIORANGFANORANGAP.PRM • Model Parameters Lo : 124.91 m^3 /Mg k : 0.0400 1/yr NMOC : 595.00 ppmv Methane : 50.0000 % volume Carbon Dioxide: 50.0000% volume Landfill Parameters Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity : 735276 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Mode Results NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yT) (Cubic m/yr) 1973 2.442E+04 5.204E-01 1.452E+02 1974 4.884E+04 1.020E+00 2.847E+02 1975 7.326E+04 1.501E+00 4.187E+02 1976 9.768E+04 1.962E+00 5.475E+02 1977 1.221E+05 2.406E+00 6.712E+02 1978 1.465E+05 2.832E+00 7.901E+02 1979 1.709E+05 3.241E+00 9.043E+02 1980 1.954E+05 3.635E+00 1.014E+03 1981 2.198E+05 4.013E+00 1.119E+03 1982 2.442E+05 4.376E+00 1.221E+03 1983 2.686E+05 4.724E+00 1.318E+03 1984 2.930E+05 5.060E+00 1.412E+03 1985 3.175E+05 5.382E+00 1.501E=03 1986 3.419E+05 5.691E+00 1.588E+03 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs • Page 2 of 4 Northern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 1987 3.663E+05 5.988E+00 1.671E+03 1988 3.907E+05 6.274E+00 1.750E+03 1989 4.151E+05 6.548E+00 1.827E+03 1990 4.396E+05 6.812E+00 1.900E+03 1991 4.919E+05 7.661E+00 2.137E+03 1992 5.632E+05 8.881E+00 2.478E+03 1993 6.208E+05 9.759.E+00 2.722E+03 1994 6.799E+05 1.064E+01 2.967E+03 1995 7.353E+05 1.140E+01 3.180E+03 1996 7.353E+05 1.095E+01 3.055E+03 1997 7.353E+05 1.052E+01 2.936E+03 1998 7.353E+05 1.011E+01 2.820E+03 1999 7.353E+05 9.714E+00 2.710E+03 2000 7.353E+05 9.333E+00 2.604E+03 2001 7.353E+05 8.967E+00 2.502E+03 2002 7.353E+05 8.615E+00 2.403E+03 2003 7.353E+05 8.277E+00 2.309E+03 2004 7.353E+05 7.953E+00 2.219E+03 2005 7.353E+05 7.641E+00 2.132E+03 2006 7.353E+05 7.341E+00 2.048E+03 2007 7.353E+05 7.053E+00 1.968E+03 2008 7.353E+05 6.777E+00 1.891E+03 2009 7.353E+05 6.511E+00 1.817E+03 2010 7.353E+05 6.256E+00 1.745E+03 2011 7.353E+05 6.011E+00 1.677E+03 2012 7.353E+05 5.775E+00 1.611E+03 2013 7.353E+05 5.548E+00 1.548E+03 2014 7.353E+05 5.331E+00 1.487E+03 2015 7.353E+05 5.122E+00 1.429E+03 2016 7.353E+05 4.921E+00 1.373E+03 2017 7.353E+05 4.728E+00 1.319E+03 2018 7.353E+05 4.543E+00 1.267E+03 2019 7.353E+05 4.365E-00 1.218E+03 2020 7.353E+05 4.193E+00 1.170E+03 2021 7.353E+05 4.029E+00 1.124E-03 2022 7.353E+05 3.871E+00 1.080E- 03 2023 7.353E+05 3.719E+00 1.038E-03 2024 7.353E+05 3.573E+00 9.969E+02 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 3 of 4 Northern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 2025 7.353E+05 3.433E+00 9.578E+02 2026 7.353E+05 3.299E+00 9.203E+02 2027 7.353E+05 3.169E+00 8.842E+02 2028 7.353E+05 3.045E+00 8.495E+02 2029 7.353E+05 2.926E+00 8.162E+02 2030 7.353E+05 2.811E+00 7.842E+02 2031 7.353E+05 2.701E+00 7.535E+02 2032 7.353E+05 2.595E+00 7.239E+02 2033 7.353E+05 2.493E+00 6.955E+02 2034 7.353E+05 2.395E+00 6.683E+02 2035 7.353E+05 2.301E00 6.421E+02 2036 7.353E+05 2.211E+00 6.169E+02 2037 7.353E+05 2.124E+00 5.927E+02 2038 7.353E+05 2.041E+00 5.694E+02 2039 7.353E+05 1.961E+00 5.471E+02 2040 7.353E+05 1.884E+00 5.257E+02 2041 7.353E+05 1.810E+00 5.051E+02 2042 7.353E+05 1.739E+00 4.853E+02 2043 7.353E+05 1.671E+00 4.662E+02 2044 7.353E+05 1.606E+00 4.479E+02 2045 7.353.E+05 1.543E+00 4.304E+02 2046 7.353E+05 1.482E+00 4.135E+02 2047 7.353E+05 1.424E+00 3.973E+02 2048 7.353E+05 1.368E+00 3.817E02 2049 7.353E+05 1.315E+00 3.667E+02 2050 7.353E+05 1.263E+00 3.524E+02 2051 7.353E+05 1.214E+00 3.385E+02 2052 7.353E+05 1.166E+00 3.253E+02 2053 7.353E+05 1.120E+00 3.125E+02 2054 7.353E+05 1.076E+00 3.003E+02 2055 7.353E+05 1.034E+00 2.885E+02 2056 7.353E+05 9.935E-01 2.772E+02 2057 7.353E+05 9.546E-0I 2.663E+02 2058 7.353E+05 9.172E-01 2.559E+02 2059 7.353E+05 8.812E-01 2.458E+02 2060 7.353E+05 8.466E-01 2.362E+02 2061 7.353E+05 8.134E-01 2.269E+02 2062 7.353E+05 7.815E-01 2.180E+02 • Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NIVIOCs • Page 4 of 4 Northern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 2063 7.353E+05 7.509E-01 2.095E+02 2064 7.353E+05 7.215E-01 2.013E+02 2065 7.353E+05 6.932E-01 1.934E-02 2066 7.353E+05 6.660E-01 1.858E+02 2067 7.353E+05 6.399E-01 1.785E+02 Projected I\ MOC Emissions 1.20E+01 , • 1.10E-H31 ---1=•• 1.00E+01 I \ 9.00E+00 8.00E+00 7.00E+00 • 0 6.00E+00 • 5.00E+00 • - // 4.00E+00 •• 3.00E+00 2.00E-H30 - 1.00E+00 0.00E+00 1111111ITi•i• liii 11111111WFM111111111111111m1117111111111 1 97C19751 98C1 9851 9 9C1 995200C2005201 C201 5202C2025203C2035204C204520502055206020652070 Year Orange Regional Landfill, North Carolina NMOCs NSPS/CAAA Landfill Air Emissions Estimate CAAA Northern Landfill Tract Emissions Clear Air Act-Title V Applicability Report CAAA Landfill Gas Generation Defaults Prepared by: G. Simmerman Date: 8/20/98 Source File: C:I MYFILESILFGAS IORANGEINORANGCA.PRM Model Parameters Lo : 169.90 m^3 /Mg k: 0.0500 1/yr NMOC : 4000.00 ppmv Methane : 50.0000 %volume Carbon Dioxide : 50.0000 %volume Landfill Parameters • Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity: 735276 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Model Results NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 1973 2.442E+04 5.949E+00 1.660E+03 1974 4.884E+04 1.161E+01 3.238E+03 1975 7.326E+04 1.699E+01 4.740E+03 1976 9.768E+04 2.211E+01 6.168E+03 1977 1.221E+05 2.698E+01 7.527E+03 1978 1.465E+05 3.161E+01 8.819E+03 1979 1.709E+05 3.602E+01 1.005E- 04 1980 1.954E+05 4.021E+01 1.122E+04 1981 2.198E+05 4.420E+01 1.233E+04 1982 2.442E+05 4.799E+01 1.339E+04 1983 2.686E+05 5.160E+01 1.440E+04 1984 2.930E+135 5.503E-01 1.535E+04 1985 3.175E+05 5.830 --01 1.626E+04 1986 3.419E+05 6.14E+01 1.713E+04 ' I Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 2 of 4 Northern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 1987 3.663E+05 6.436E+01 1.795E+04 1988 3.907E+05 6.717E+01 1.874E+04 1989 4.151E+05 6.984E+01 1.948E+04 1990 4.396E+05 7.238E-01 2.019E+04 1991 4.919E+05 8.160E+01 2.277E+04 1992 5.632E+05 9.500E+03 2.650E+04 1993 6.208E+05 1.044E+02 2.912E+04 1994 6.799E+05 1.137E+02 3.172E+04 1995 7.353E+05 1.216E+02 3.394E+04 1996 7.353E+05 1.157E+02 3.228E+04 1997 7.353E+05 1.IO1E+02 3.071E+04 1998 7.353E+05 1.047E+02 2.921E±04 1999 7.353E+05 9.959E+01 2.778E+04 2000 7.353E+05 9.473E+01 2.643E+04 2001 7.353E+05 9.011E+01 2.514E+04 2002 7.353E+05 8.572E+01 2.391E+04 2003 7.353E+05 8.154E+01 2.275E+04 2004 7.353E+05 7.756E+01 2.164E+04 2005 7.353E+05 7.378E+01 2.058E+04 2006 7.353E+05 7.018E+01 1.958E+04 2007 7.353E+05 6.676E+01 1.862E+04 2008 7.353E+05 6.350E+01 1.772E+04 2009 7.353E+05 6.041E+01 1.685E+04 2010 7.353.E+05 5.746E+01 1.603E+04 2011 7.353E+05 5.466E+01 1.525E+04 2012 7.353E+05 5.199E+01 1.450E+04 2013 7.353E+05 4.946E+01 1.380E+04 2014 7.353E+05 4.704E+01 1.312E+04 2015 7.353E+05 4.475E+01 1.248E+04 2016 7.353E+05 4.257E+01 1.188E+04 2017 7.353E+05 4.049E+01 1.130E+04 2018 7.353E+05 3.852E+01 1.075E+04 2019 7.353E+05 3.664E+01 1.022E+04 2020 7.353E+05 3.485E+01 9.723E+03 2021 7.353E+05 3.315E+01 9.249E+03 2022 7.353E+05 3.153E+01 8.798E+03 2023 7.353E+05 3.000E+01 8.368E+03 2024 7.353E+05 2.853E+01 7.960E+03 Orange County Landfill,North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 3of 4 Northern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 2025 7.353E+05 2.714E+01 7.572E+03 2026 7.353E+05 2.582E+01 7.203E+03 2027 7.353E+05 2.456E+01 6.852E+03 2028 7.353E+05 2.336E+01 6.517E+03 2029 7.353E+05 2.222E+01 6.200E+03 2030 7.353E+05 2.114E+01 5.897E+03 2031 7.353E+05 2.011E+01 5.610E+03 2032 7.353E+05 1.913E+01 5.336E+03 2033 7.353E+05 1.819E+01 5.076E+03 2034 7.353E+05 1.731E+01 4.828E+03 2035 7.353E+05 1.646E+01 4.593E+03 2036 7.353E+05 1.566E+01 4.369E+03 2037 7.353E+05 1.490E+01 4.156E+03 2038 7.353E+05 1.417E+01 3.953E+03 2039 7.353E+05 1.348E+01 3.760E+03 2040 7.353E+05 1.282E+01 3.577E+03 2041 7.353E+05 1.220E+01 3.402E+03 2042 7.353E+05 1.160E+01 3.236E+03 2043 7.353E+05 1.104E+01 3.079E+03 2044 7.353E+05 1.050E+01 2.928E+03 2045 7.353E+05 9.985E+00 2.786E+03 2046 7.353E+05 9.498E+00 2.650E+03 2047 7.353E+05 9.035E+00 2.521E+03 2048 7.353E+05 8.594E+00 2.398E+03 2049 7.353E+05 8.175E+00 2.281E+03 2050 7.353E+05 7.776E+00 2.169E+03 2051 7.353E+05 7.397E+00 2.064E+03 2052 7.353E+05 7.036E+00 1.963E+03 2053 7.353E+05 6.693E+00 1.867E+03 2054 7.353E+05 6.367E+00 1.776E+03 2055 7.353E+05 6.056E+00 1.690E+03 2056 7.353E+05 5.761E+00 1.607E+03 2057 7.353E+05 5.480E+00 1.529E+03 2058 7.353E+05 5.213E+00 1.454E+03 2059 7.353E+05 4.958E+00 1.383E+03 2060 7.353E+05 4.717E+00 1.316E+03 2061 7.353E+05 4.487E+00 1.252E+03 2062 7.353E+05 4.268E+00 1.191E+03 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 4 of 4 Northern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 2063 7.353E+05 4.060E+00 1.133E+03 2064 7.353E+05 3.862E+00 1.077E+03 2065 7.353E+05 3.673E+00 1.025E+03 2066 7.353E+05 3.494E+00 9.748E+02 2067 7.353E+05 3.324E+00 9.273E+02 Projected NMOC Emissions 1.30E+02 - 1.20E+02 --.... ._ , . 1.10E+02 , \ 1.00E+02 E ; i \. gl 9.00E+01 = .1 . _._ .. . .-_ , , . 8.00E+01 \ up i )...■• 7.00E+01 6.00E+01 / / , cn =_., .. ......,, „ . 4 5.00E+01 ' It? 4.00E-H31 --= ,1 3.00E+01 : ... 100E+01 -= / ...,...,... _ . 1.00E+01 - .. i ...................._.................. 7.7.' A 0.00Eu 1111111711:rrill—TITI.--iTTTTFITiTITT 11' 11.i 1 1 1, • !,1111; -111.0; 111,, 1 IIIIIIIIII I 111111111111111miniii1111111111111111111 1 97C1 9751 98C1 9851 99C1 995200C200520 1 C20 1 5202C2025203C203 5204C204520502055206020652070 Year Exhibit F Exhibit F : Sample Calculation of Monthly Flare and Conversion Payments to Orange County err^. Payment for Gas Flared("Flare Payment") litz> Monthly"Flare dact icei• i aymetiblht . s -g t University to x = x es� �aa x , u 88 County g $, e .. t3> 0.11 3 1,5 5 ', 1,656 5.3%-` $ "•7 8.75 $ 768 Payment for Gas Converted gto Useful Energy("Conversion Payment") Monthly "Conversion x x + = x = "Payment"by University to County ($): a: SST• ei R}� i 9,271 ����?� ,�.. �,®,'.��,���ei � �7� tt_� �., - $ Note 1: Total gas collected and flows to flare and conversion system based on 2015 projections. Total Payment $ 10,039 I {00018638.DOC 21-24) Exhibit G Exhibit G:Sample Adjustments to County Payments Sam•le Ad ustments to Flare and Conversion Pa ants Based on Avers a Allowance Market Price In Relation to Forecasted Carbon Price 't R t :' ` 'I g t'Y d..: i e .4 ii 0`,. i`",\ $iY;'* \ �yL •ia5 3� ikl $ t\' `:�`� 3 \ @ 5 '..R ;;.-1..:4., �' �, gy ;� ). � �( I��v � .,�S,���® pp �s F � • . W4 , �.,.a sA g.+ g .'. y" ;x '.. `� � x �z: �e s R „u. •3rd'',. .. z. Flare Payment Adjustment Avttage Market Pdce•Forecated Carbon 18.00 - 18.00 0.00 Hound Down -> 0 e 0.357% • 0.00% + 5.3% = 5.30% x 1,656 - 5 8.75 $ 768 $ Price Average Market Prlce>Forecasted Carbon 25.50 - 18.00 = 7.50 Round Down -> 7 8 0.35]% 2.50% + 5.3% - 7.80% x 1,656 - $ 8.75 $ 1,130 $ 362 Price(<Mao Adj.) Average Market Priso n Forecasted Carbon 31.50 - 18.00 13.50 Round Down -> 9 e 034]% = 3.21% o 5.3% - 8.51% 0 1,656 $ 8.75 $ 1,233 $ 465 Price(>Mao Ad).) Average Market Prices Forecasted Carbon 14.50 - 18.00 • -3.50 Round Down -> -3 x 0.357% • -1.07% • 5.3% - 4.23% 0 1,656 - $ 8.75 $ 613 $ II551 Price(<Mao Ad).) Average Market Price 0 FOrecested Carbon 1.50 - 18.00 -13.50 Round Down --> A 8 0.357% -3.21% 0 5.3% = 2.09% 0 1,656 $ 8.75 $ 302 $ (465) Price I>Mae Ad).) Converalon Payment Adjustment: Average Market price-Forecasted Carbon 18.00 - 18.00 - 0.00 Round Dawn -> 0 x 1.12% 0.00% + 16.6% 16.60% a 6,383 8.75 $: - Pdce Average Market Price s Forecasted Carbon 25.50 - 18.00 • 7.50 Round Down -> 7 z 1.12% 7.84% + 16.6% = 24.44% x 6,383 ° $$$ 8.75 :9 43,',29°675011 $$$ 4,379 Mice(<Mao Ad).) Average Marke[Pdce>FOrecaated Carbon 31.50 - 38.00 = 13.50 Round Down -> 9 x 1.12% = 10.08% + 16.6% 26.68% x 6,383 8.75 5,630 Price(>Mae 041.) Average Market Pdces Forecas[a Carbon 1/.50 - 18.00 - -3.50 Round Down -> -3 x 1.12% -3.36% 0 16.6% • 13.24% x 6,383 $ 8.75 $ 7,395 $ (1,877) Price(<Mao Ad).) Average Market Price s Forecasted Carbon 4.50 - 18.00 • -13.50 Round Down --> A z 1.12% • -10.08% • 16.6% • 6.52% 0 6,383 - $ 8.75 $ 3,6/1 S (5,630) Price(>Mao Adl.l Sample Adjustments for Changes In Global Warming Potential(GWP)of Methane -*xenarlo AffarClp^and+FradeSRtam - !' :-: lAfter Mted_ihto ugh Federal ' : .• caaarrs 57,1..7 ,leuerdrinernes AdtAOtmam SkMi. MRnHlty looreualbe4[elei.• Ntc0Mee)DMrpc.I Sample Akk8Ia** ' A$owanaoMatked ,Inuaaetbeoreael- " „t egbiatk'1F' risk Ri t)0k919(f ' 7ASmhg109 Alrowel0e b%19 t •.,,WM*FOMWS18d, tt/kea softened (v MOe Co maymMlt, WharehlobslWattOn- iterdtal .; :A'BOwaate0 ,ASsree s. :Aa4eYanweat 1$%: ;' prFCg Cetbon 78ll; C51 a+l4e ioCaitnity CGWP)ofMetharre . ' 1 3572.) 'Jm571De1_. Imtc02el'': ' (f/FntCita32. l$Jtrt OxeY t$lrrotCO of .. fil '-'. Increases to 25 3571 571 86 $ 32.00 $ 27.00 $ 27.00 $ 2,314 Remains at 21 3000 0 0 $ - Decreasesto17 2429 (571) (86) $ 24.00 $ 27.00 $ 24.00 $ 12,057) Sample Adjustments for Other Environmenta!Benefits ' t * Y J `c �i, xz s� �"4(t1-tfit- R ',t- s 1 )�gcxy ?ate id) # s �,:g � �. \ �pe ; y� YIavawe6t �w samt€Fy to u> � O § ' : tO l', S0xy. 54dr80RM 13 ^a^F,17A d .:. Me ' p c MgP: .°'K .[f19$4)4 �.,. . i ..A .f e z .. at •?2 .m 'mac. r \r,?"`,.a, $ ... $ .,.� Sale of RECD,replacement of Carbon Credlta 703 e $ 13.00 59,139 337 x $ 7.75 = $2,612 5588 $5,940 x 50% $2.970 {00018638.DOC 24) A*Qch men t b January 25, 2009Execution copy LANDFILL GAS AGREEMENT between ORANGE COUNTY, NORTH CAROLINA and THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL Dated as of February 17. 2009 (00018638.DOC 24-24} TABLE OF CONTENTS ARTICLE I Definitions 5 ARTICLE II Respective Rights and Obligations of the Parties 12 A. Rights Granted to University 12 B. University's Operating Responsibility 14 C. The County's Operating Responsibilities 18 D. Operating Protocols 20 ARTICLE III Permitting and Construction of Facilities 20 ARTICLE IV Representations of the Parties 22 A. The University's Representations 22 B. The County's Representations 23 C. Disclaimer of Warranties 24 ARTICLE V Liability 24 ARTICLE VI Term and Termination 25 A. Termination Rights of the University 27 B. Miscellaneous Termination Events 27 C. Termination Rights of the County 28 D. Rights Upon Termination or Expiration 29 ARTICLE VII Purchase and Sale of LFG 32 A. The University's Purchase Obligations 32 B. Payments to the County 32 C. Payment for Gas Flared 32 D. Payment for Gas Converted to Energy 33 E. Adjustments to County Payments 35 {00018638.DOC 2-2244} F. Billing 42 ARTICLE VIII Respective Effective Dates of the University's Obligations Under this Agreement 42 ARTICLE IX Landfill Gas Delivery 43 ARTICLE X Insurance and Taxes 45 ARTICLE XI Dispute Resolution 46 ARTICLE XII Force Majeure 49 ARTICLE XIII Miscellaneous 49 ii {00018638.DOC 21-24} LANDFILL GAS AGREEMENT This Landfill Gas Agreement (the "Agreement") is entered into as of February 7 2009 (the "Effective Date"), between Orange County, North Carolina (the "County") and the University of North Carolina at Chapel Hill(the"University"). The County and the University are sometimes hereinafter referred to individually as"Party" and collectively as"Parties." RECITALS WHEREAS,the University is the flagship public research university of the State of North Carolina located in Chapel Hill,North Carolina; WHEREAS, the University desires, in furtherance of its University Sustainability Policy and the sustainability objectives associated with the proposed Carolina North Campus, to pursue and implement projects in cooperation with community partners that preserve natural resources, conserve energy,reduce hazardous emissions, and lessen overall environmental impacts; WHEREAS, the County, as a good steward of the environment and a leader in the growth, development, and sustainability of the community, desires to partner with the University in its efforts to meet the goals of the University Sustainability Policy and its other sustainability efforts; WHEREAS,the University has determined that to help achieve these objectives it will work cooperatively with the County to extract landfill gas from the Orange County Landfill, and to convert that gas into energy to supply power and heat for the University's Carolina North Campus while at the same time removing significant quantities of greenhouse gases from the atmosphere; WHEREAS,the County desires,in furtherance of the health and well-being of its citizens and the fiscal soundness of the County,to enter into this Agreement with the University to make beneficial use of Landfill resources and to generate revenue for the County from the sale of LFG; WHEREAS,the County owns and operates the Orange County Landfill(NC Solid Waste Parcel 68-01)located on the north and south side of Eubanks Road, approximately 1.3 miles to the 3 {00018638.DOC 2-124} west of the Highway 86 exit from Interstate 40, and approximately five (5) miles north of Chapel Hill, at 1514 Eubanks Road, Chapel Hill, North Carolina, which consists of two land disposal areas,a"North"closed unit comprising about fifty(50)acres(the"North Landfill"),and a"South" operating unit comprising approximately twenty-five (25) acres and operated in four phases (the "South Landfill"). The South Landfill is currently operating in Phase 4 and is expected to reach capacity in the Spring of 2011; WHEREAS,waste acceptance records indicate that the North Landfill received about 1.2 million tons of waste during its operating period from 1972 to June 1995. The capacity of the South Landfill is approximately 920,000 tons; WHEREAS, Landfill Gas (as defined below), consisting principally of methane, carbon dioxide, nitrogen and traces of other constituent gases, is generated as a by-product of the decomposition of waste in the Landfill; WHEREAS, subject to the terms and conditions set forth in this Agreement, the County desires to grant to the University the exclusive right to design,develop,install and operate the LFG Project(as defined below)to process the Landfill Gas (and in particular,methane) and to convert LFG into one or more forms of energy, thereby reducing associated greenhouse gas emissions from the Landfill, while at the same time generating power from a renewable energy source; WHEREAS, subject to the terms and conditions set forth in this Agreement, the University desires to have the exclusive right to design, develop, install, and operate the LFG Project, and to collect, extract, and remove LFG from the Landfill, and either to destroy such gas or to convert all or any portion of it into energy to supply part of the University's energy needs at its Carolina North Campus, or for any other lawful purpose; and 4 (00018638.DOC 24-24} WHEREAS,The County and the University desire to cooperate in the design,installation, and operation of the LFG Project because of the project's environmental, public, and economic benefits. NOW, THEREFORE, in consideration of the mutual agreements, representations, warranties,and covenants contained in this Agreement,and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows: ARTICLE I DEFINITIONS 1. Adjusted BTU Equivalent Price means (a) in 2010, $9.00 per MMBtu, and (b) each calendar year during the Term of the Agreement thereafter, $9.00 per MMBtu as adjusted upward on an annual, compounding basis by two percent (2%). The Adjusted BTU Equivalent Prices are set forth on Exhibit A to this Agreement. 2. Approvals shall mean the LFG Project Permits, easements, rights-of-way, consents, authorizations and other approvals that may be necessary for the University to install, construct, operate,maintain and repair the LFG Project. 3. Average Allowance Market Price means the average monthly market price in U.S. dollars, as determined by the methodology established by the Carbon Price Consultant in accordance with Paragraph 122 of this Agreement, attributed to one Emission Allowance created under federal legislation in the United States enacting a Cap-and-Trade System to regulate GHG emissions. 4. BTU shall mean British Thermal Unit. 5. BTU Equivalent Price shall be determined monthly in advance as the Transco, zone 3 Pricing Point "midpoint" settlement price for natural gas published in the report named "Monthly Gas Price Assessments — Inside FERC" published by McGraw Hill Company. The 5 (00018638.DOC 2424) underlying data set is"Monthly Gas Price Assessments—Inside FERC". The value for September 2008 was $8.45 per million Btu. 6. Cap-and-Trade System means a system that (i) establishes a total cap on GHG emissions from an identified group of GHG emitters; (ii) establishes a market for Emission Allowances; and (iii) allows trading of Emission Allowances among GHG emitters. 7. Carbon Credit means any contractual, equitable or statutory legal right, interest, credit, offset, entitlement, benefit, allowance or certificate evidencing a reduction from the environment of one metric ton of carbon dioxide or CO2e that is verified by (i)a federal, state, or local Governmental Authority pursuant to laws or regulations establishing a regulatory market for reductions of GHG emissions, or (ii) an independent third-party utilizing nationally-recognized standards for establishing emissions reduction credits associated with non-regulated, voluntary projects or activities. 8. Carbon Price Consultant means an independent, qualified nationally-recognized consulting firm with significant experience in the regulated carbon markets established in the United States under federal legislation enacting a Cap-and-Trade System and the price of Emission Allowances in such markets. 9. CO2e means carbon dioxide equivalent,or the base reference for the determination of Global Warming Potential of Greenhouse Gases of a similar amount of carbon dioxide. 10. Conversion MMBTU HHV has the meaning set forth in Paragraph 118 of this Agreement. 11. Conversion Payment has the meaning set forth in Paragraph 117 of this Agreement. 12. Conversion Percentage means sixteen and six-tenths percent(16.6%). 6 {00018638.DOC 2424) 13. Delivery Point shall mean the location at which the ownership, possession and control of the Landfill Gas is transferred from the County to the University.For purposes of this of this Agreement, the Delivery Point shall be the blower discharge point on the Landfill Prepertyproperty as shown on Exhibit B. 14. Effective Date has the meaning given in the preamble. 15. Emission Allowance shall mean an authorization issued by a Governmental Authority to emit one metric ton of CO2e. 16. Engine Start-up Date shall be the date when the engine located at the University's Carolina North Campus reaches steady-state conditions and commences the conversion of Landfill Gas into usable energy. 17. Environmental Benefits shall mean all credits and allowances generated by and associated with the generation, destruction, treatment, sale or use of the Landfill Gas, including Carbon Credits,Emission Allowances, offsets, "green tags,"and renewable energy credits, or any other asset or term that may hereinafter be used to describe the environmental benefit of either destroying any pollutant in the Landfill Gas (including methane) or using the Landfill Gas as a source of energy. 18. Environmental Laws shall mean all-feral, state and—leeal Laws concerning pollution or protection of the environment or human health, as the foregoing are enacted or in effect, on or prior to the date hereof(including ambient air, soil, surface water, ground water, wetlands, land or subsurface strata), including without limitation: (i) the Comprehensive Environmental Response Compensation and Liability Act,42 U.S.C. §§ 9601 et seq.;(ii)the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; (iii) the Oil Pollution Act (33 U.S.C. §§ 2701 et seq.); (iv) the Occupational Safety 7 {00018638.DOC 21-24} and Health Act (29 U.S.C. §§ 651 et seq.); (v) the Emergency Planning and Community Right-to-Know Act(42 U.S.C. §§ 11001 et seq.); (vi)the Endangered Species Act(16 U.S.C. §§ 1531 et seq.);(vii)the Clean Air Act(42 U.S.C. §§ 7401 et seq.); (vii)the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.); (viii) the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.);(ix)the Hazardous Materials Transportation Act(49 U.S.C. §§ 5101 et seq.);and(x) all North Carolina Laws comparable to the foregoing. 19. Extension Period has the meaning set forth in Paragraph 97. 20. Fair Market Value has the meaning set forth in Paragraph 110. 21. Flare Percentage means five and three-tenths percent(5.3%). 22. Flare MMBTU HHV has the meaning set forth in Paragraph 115. 23. Flare Payment has the meaning set forth in Paragraph 114. 24. Flare Start-up Date shall be the date when the flare reaches steady-state conditions and commences the continuous burning of Landfill Gas. 25. Forecasted Carbon Price means, for a year during the Term of this Agreement, the corresponding Forecasted Carbon Price for such calendar year set forth in Exhibit A. 26. Force Majeure shall mean any cause or causes for delay of performance by a Party, which are not reasonably within the control of the Party claiming Force Majeure and which,by the exercise of reasonable diligence, such Party is unable to prevent or overcome including without limitation, acts of God, terrorism, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, hurricanes, floods, high-water washouts, arrests and restraints of governments and people, strikes, lockouts, protests, or other industrial disturbances, civil disturbances, explosions, catastrophic events such as breakage or accident to machinery or lines of pipe caused by an event of Force Majeure, enactment of statutes, 8 {00018638.DOC 2124} laws or regulations, and other acts of Governmental Authorities (excluding acts by a Party) frustrating the purposes of this Agreement. Force Majeure shall in no event include(i)any change in the economy or in the markets, pricing or demand for natural gas or LFG that affects the University's ability to use LFG, or the price at which LFG or natural gas can be sold, or (ii) increases in the cost of constructing or operating the LFG Project. 27. Gas Conversion System shall mean any equipment used by the University to convert the Landfill Gas into thermal or electric energy, including an engine, generator or boiler. 28. Gas Flow Meter shall mean the device(s)used to measure the rate of Landfill Gas flow, methane content, and other parameters. 29. Gas Sold means any LFG delivered to the Delivery Point. 30. Global Warming Potential or GWP means the estimate of the atmospheric warming resulting from the release of a unit mass of a particular Greenhouse Gas,in relation to the warming resulting from the release of the same amount of carbon dioxide. 31. Governmental Authority means any federal, state, local or foreign court, arbitrator, alternative dispute resolution body, government or political subdivision or department thereof, or any governmental, administrative or regulatory body, commission, board, bureau, agency or instrumentality. 32. Greenhouse Gases or GHGs means carbon dioxide, methane, nitrous oxide, hydrofluorocarbons,perfluorocarbons and sulphur hexafluoride 33. Higher Heating Value or HHV shall mean the amount of heat released when a known volume of methane is burned and shall equal 1012 BTUs per cubic foot of methane at one atmosphere pressure at 60 degrees Fahrenheit(60° F). 9 {00018638.DOC 2124} 34. Kyoto Protocol means the protocol to the UNFCCCUnited Nations Framework Convention on Climate Change adopted at the Third Conference of the Parties to the United Nations Framework Convention on Climate Change in Kyoto, Japan on December 11, 1997, as may be amended. 35. Landfill means, collectively, the North Landfill and the South Landfill. 36. Landfill Gas or LFG shall mean the gas (and its constituent elements) generated from the decomposition of materials deposited in the Landfill. 37. Landfill Permits means all licenses, permits, certifications, authorizations, approvals, and entitlements issued by any Governmental Authority and relating to the operation, ownership,development and/or maintenance of the Landfill,as all of the foregoing may,from time to time hereafter, be amended or supplemented, including, without limitation, Municipal Solid Waste Landfill Permit Number 68-01 issued to the County on or about May 5, 1982, as amended and as it may, from time to time hereafter,be further amended or supplemented. 38. Laws means any law (including common law), statute, treaty, ordinance, rule, regulation, code, order, writ, injunction, judicial decision, decree, reporting or licensing requirement or other legally binding requirement of any Governmental Authority and shall include, without limitation,all Environmental Laws. 39. LFG Collection System shall mean all equipment at the Landfill,including piping, header lines, lateral lines, wells,pumps,blowers, condensate knock-out vessels, flare, and related equipment used by the University to extract, collect, and treat Landfill Gas from the Landfill. 40. LFG Project shall mean the LFG Collection System,the Gas Conversion System, and the Pipeline. 10 (00018638.DOC 24241 41. LFG Project Permits means all licenses, permits, certifications, authorizations, approvals, easements and entitlements issued by any Governmental Authority (including the County) and relating to the ownership, development, construction, installation, operation, maintenance and/or repair of the LFG Project, including, without limitation, any special use permits or special use permit modifications, as all of the foregoing may, from time to time hereafter,be amended or supplemented. 42. Meter Point A shall be located on the header line that branches to the Gas Conversion System as shown on Exhibit B. Meter Point A shall be the point where the heating energy content of Landfill Gas delivered to the Gas Conversion System is measured. 43. Meter Point A Methane Content has the meaning set forth in Paragraph 118. 44. Meter Point B shall be located on the header line that branches to the flare as shown on Exhibit B. Meter Point B shall be the point where the heating energy content of • Landfill Gas delivered to the flare is measured. 45. Meter Point B Methane Content has the meaning set forth in Paragraph 115. 46. MMBtu means one million(1,000,000)BTUs. 47. Monthly Billing Statement has the meaning set forth in Paragraph 127. 48. North Landfill has the meaning given in the Recitals. 49. Pipeline means all pipes and equipment necessary to transport LFG from the LFG Collection System to the Gas Conversion System. 50. SCF means standard cubic feet, which means the amount of Landfill Gas which occupies one cubic foot of space when the Landfill Gas is at a pressure of 14.73 psia and a temperature of sixty degrees Fahrenheit(60° F). 51. South Landfill has the meaning given in the Recitals. 11 {00018638.DOC 24-24) 52. Term has the meaning set forth in Paragraph 97 and shall include any Extension Period. 53. Waste Materials means collectively, any chemical, waste, material or substance that is listed or regulated under applicable Environmental Laws as a"waste" or as a"hazardous," "special" or"toxic" substance or waste, or as a"contaminant" or "pollutant" or words of similar import, including, without limitation,petroleum,petroleum products and byproducts. ARTICLE II RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES A. Rights Granted to University 54. The County hereby grants to the University the sole and exclusive right to (a) design, develop, and construct the LFG Project; (b)collect, extract and remove Landfill Gas from the Landfill; (c)produce energy from the Landfill Gas for the University's own use, or for sale to one or more third parties or the electrical grid; (d) derive Environmental Benefits from the treatment, destruction and use of the Landfill Gas; and (e) do, at the Landfill, consistent with the University's obligations in Articles II and III hereunder, all things necessary to carry out (i) the permitting, development, construction, and operation of the LFG Project; (ii) the collection, extraction,and removal of the Landfill Gas;(iii)the production of electrical or thermal energy;and (iv)the redirection, redelivery, transport or marketing of the Landfill Gas, or any portion thereof, to any third party. Provided, however, that the County expressly retains all rights in the Landfill Gas necessary to operate the Landfill in accordance with the Landfill Permits and all applicable Laws. 55. The University agrees to flare any Landfill Gas delivered to the Delivery Point that is not transported by the University to the Gas Conversion System as follows: (i)during the period occurring after the Flare Start-up Date and before the Engine Start-up Date; (ii) in the event that 12 {00018638.DOC 21-24} LFG generated by the Landfill exceeds the capacity of the Gas Conversion System,as determined by the University in accordance with good engineering practices and industry standards; (iii) during Gas Conversion System maintenance, repair, or associated downtime; (iv) as reasonably necessary to protect human health, safety, or the environment; and (v) during the pendency of a forcc majeurcForce Majeure event affecting the Gas Conversion System. 56. The University shall have the right to use and access portions of the Landfill and such other property depicted on Exhibit C to carry out the development, construction, and operation of the LFG Project, including any activities necessary to evaluate the feasibility of the LFG Project, or the design and permitting of the LFG Project. The County agrees to make commercially reasonable efforts to assist the University, whenever feasible, in accessing any parcel of property not owned solely by the County that is necessary for the construction and operation of the LFG Project, including the Greene Tract. 57. The County shall grant the University, without additional University payment beyond the compensation set forth in this Agreement, such easements and rights of way through the Landfill site and other property owned solely by the County as may be necessary to drill gas extraction wells, lay pipelines, lateral lines, header lines, and any other part of the LFG Project infrastructure as contemplated by this Agreement,including,without limitation,the easements and rights of away set forth on Exhibit C. The County also grants the University, without additional University payment beyond the compensation set forth in this Agreement, licenses or other approvals to install utility lines on the Landfill and other property owned solely by the County for the LFG Project. The Parties agree that in the event the County is unable to grant the easements and rights of way set forth on Exhibit C or otherwise breaches any of its duties or obligations under this Paragraph 57,(i)the University's sole and exclusive remedy shall be the right to terminate this 13 {00018638.DOC 24-24} Agreement in accordance with Article VI hereunder, and (ii) the University shall have no obligation to construct or complete the construction of the Pipeline or the Gas Conversion System, notwithstanding any terms to the contrary in this Agreement. 58. In furtherance of the LFG Project,the County hereby grants to the University, and its employees, contractors and agents, a non-exclusive license (the "License") for the following purposes, provided that any employees, contractors, and agents shall comply with the health and safety plan required to be developed under Paragraph 67 hereunder: a. the right to drill, excavate, trench or otherwise disturb the Landfill Propertyproperty for the purpose of installing,constructing,operating,maintaining and replacing gas wells, underground pipelines, tanks, Landfill Gas flaring mechanisms, and associated Landfill Gas equipment. b. the right to travel over any access roads located on the Landfill Propertyproperty and any adjacent property owned by the County,as such roads may be relocated by the County from time to time during the term of this Agreement, for the purpose of entry upon the Landfill ro ert . The University acknowledges that it does not claim any ownership interest in the Landfill Prep r ert , except as otherwise stated herein, because of the University's use of the Landfill Prepertyproperty. B. University's Operating Responsibility 59. Subject to Article VIII of this Agreement and except as otherwise provided herein, the University shall operate the LFG Collection System and the Gas Conversion System at all times during the Term of this Agreement. 60. The operation, maintenance, and repair of the LFG Project shall be the sole responsibility and undertaken at the sole cost and expense of the University (and its contractors 14 {00018638.DOC 21-241 and agents) and shall be performed by the University, its employees,agents and subcontractors(i) in compliance with all LFG Project Permits and applicable Laws and(ii)in accordance with good engineering practices and industry standards. The University assumes the risk of the delivery conditions (including the rate of flow, vacuum and pressure of delivery), quantity and quality of LFG. 61. The University is solely responsible for creating sufficient vacuum to extract LFG from Landfill and transfer it to the Delivery Point. Any such vacuum shall not adversely affect the County's Landfill operations, and the University shall adjust its operations of the LFG Project or install necessary equipment at its sole cost and expense to correct any such adverse effect. Should such adverse effects arise that the University is unable to correct through operational adjustments, the University shall, at the County Manager's written request,take commercially reasonable steps to promptly suspend the LFG operations pending the correction of the conditions causing such adverse effects. 62. The University shall make commercially reasonable efforts to cooperate with the County in the preparation, execution, and filing of any applications or other documents as may be necessary to perform the County's obligations under this Agreement. 63. The University shall submit for the County's prior approval (which shall not be unreasonably withheld), all permit documentation prepared in accordance with Paragraph 81 and all construction and design plans and specifications relating to the construction, operation, and maintenance of the LFG Collection System prior to commencing construction. The County shall have fifteen (15) calendar days to complete its review and approval of any such plans and specifications. Any plans and specifications for which the County has not provided a response within fifteen(15)calendar days shall be deemed approved. Should the County provide comments 15 {00018638.DOC 2-124} on the initial submission of any submitted plans and specifications, it shall then have fifteen(15) calendar days to complete the final review and approval of such revised plans and specifications prepared by the University. Any revised plans and specifications for which the County has not provided a response within fifteen (15) calendar days shall be deemed approved. Should subsequent changes or modifications be made to the-plans and specifications after they have been approved,the County shall then have seven(7)calendar days to review and approve such changes or modifications.Any subsequently revised plans and specifications for which the County has not provided a response within seven(7)calendar days shall be deemed approved.Within a reasonable time after completing construction of the LFG Collection System, but no longer than sixty (60) calendar days,the University shall provide to the County all"as-built"plans and specifications for the LFG Collection System. Until the "as-built" plans and specifications for the LFG Collection System are provided to the County,the University shall keep the County informed as to the state of the construction of the LFG Collection System and the location of all then-installed components of such system. 64. The University,its employees,agents and subcontractors shall minimize disruption to Landfill operations during construction,operation,and maintenance of the LFG Project. During the termTerm of this Agreement,the University,its employees,agents and subcontractors shall not unreasonably interfere with the County's operation of the Landfill, including, but not limited to, the County's closure of portions of the Landfill and any other requirements under the Landfill Permits or applicable Laws, and shall reasonably ensure that the Landfill is not damaged by the University. Should such damage occur,the University shall arrange for the repairs itself;provided, however,that the County has the right to take immediate action to effectuate whatever repairs are necessary to the Landfill and the University shall timely reimburse the County for the reasonable 16 {00018638.DOC 21-24} costs of any such repairs. The University shall use its best efforts to design the LFG Collection System to minimize any incremental increase in the County's costs of Landfill closure incurred to accommodate the LFG Collection System. The University shall share equally (50%-50%) with the County the incremental increase in the County's costs of Landfill closure incurred to accommodate the LFG Collection System; provided, however, that the University shall not be obligated to pay, nor be responsible for, any costs and expenses in excess of$50,000. 65. The University shall, at its own expense, prepare, maintain, and submit to the County monthly reports on Landfill Gas production rates,which shall include an accounting of all LFG and the methane content of such LFG delivered to Meter Points A and B. 66. Notwithstanding anything contained in this Agreement to the contrary, the University acknowledges that Landfill operations take precedence over the LFG Project,and,at all times during the term of the Agreement,and subject to its terms,the County shall have the right to operate the Landfill, and to take all actions at its own cost and expense that the County deems necessary or appropriate in connection with the operation and maintenance of the Landfill, including actions to comply with the Landfill Permits and any applicable Laws. The University further acknowledges and agrees that the primary use of the Landfill is as a sanitary landfill, and that the LFG shall be limited to production from the Landfill. 67. The University shall develop and implement a health and safety plan no less stringent than that of the County with regard to the University's operations at the Landfill and any work performed by its employees, contractors, or agents at the Landfill. 68. The County shall allow the University to dispose at the Landfill,or at a wastewater treatment plant used for the Landfill's leachate,any Waste Materials generated by the LFG Project, provided such disposal is allowed under the Landfill and LFG Project Permits and applicable Laws. 17 {00018638.DOC 2424) The University shall be responsible for any additional incremental costs incurred by the County for disposing of any such Waste Materials, including, without limitation, additional wastewater treatment charges or surcharges. If any Waste Materials cannot be lawfully disposed of at the Landfill or through the County's permits, then the University shall be responsible at its sole cost and expense for any necessary off-site disposal of such materials regardless of whether they are deemed a hazardous material or waste. C. The County's Operating Responsibilities 69. The County agrees to maintain the landfill cover in accordance with any applicable requirements of the Landfill Permits. The County further agrees to make commercially reasonable efforts to repair cracks, fissures, erosion or other adverse conditions in the Landfill that (i) may materially affect the LFG Collection System's capture of Landfill Gas or (ii) cause fugitive emissions of Landfill Gas from the Landfill. 70. The County shall be responsible for complying with the Landfill Permits and all Laws applicable to the operation and maintenance of the Landfill, including, but not limited to, applicable provisions of the Operational Requirements for MSWLF Facilities, 15A NCAC 13B.1626. 71. The County shall make commercially reasonable efforts to develop and operate the Landfill to enhance the production of Landfill Gas; provided, however, that nothing in this Agreement shall obligate the County to incur any costs or expenses to enhance the production of Landfill Gas or to take any action inconsistent with the terms and conditions of any Landfill Permits or applicable Laws. 72. The County is not obligated to deliver the Landfill Gas at any minimum flow rate or pressure and shall not be obligated to install or operate any of the facilities(including compression or vacuum facilities)to deliver the Landfill Gas. 18 {00018638.DOC 2424} 73. The County has no obligation to(i)deliver or to sell any minimum amount of LFG to the Delivery Point; (ii) treat, process or condition the Landfill Gas, maintain or increase the pressure of Landfill Gas delivered to the University,or(iii)install any facilities(including blowers or compression facilities) or, subject to Paragraphs 69 and 71, alter any landfilling methods or practices relating to the production, collection or delivery of the Landfill Gas to the University. 74. The County shall not interfere with the University's Landfill Gas operations, except as such interference may be necessary to comply with the Landfill Permits,by operation of Laws, or for the protection of the environment, human health, or safety. Each Party shall use commercially reasonable efforts to advise the other Party fully in advance of any changes in the operation, maintenance, expansion, or other activities that may adversely affect the business operations of the other at the Landfill. If any Party takes any action, refrains from taking any action, or undertakes any change in operations, maintenance, expansion programs or other activities that will adversely affect, or threaten to adversely affect the business operations of the other,such Party shall use commercially reasonable efforts to give notice to the other Party as soon as practicable, describing the nature of the detriment and its cause, including emergency notice in the case of an emergency. However,in no event shall the County be required to delay action that it deems necessary for the operation of the Landfill. If the alleged interference continues beyond thirty(30)calendar days,then the affected Party may invoke the Dispute Resolution procedures set out in Article XI hereunder. 75. The County shall make commercially reasonable efforts to cooperate with the University in its preparation, execution, and filing of any applications, permit submittals, assignments of rights,and other documents as may be necessary to allow the University to perform its obligations under this Agreement. 19 {00018638.DOC 2-124) 76. The County shall make available to the University copies of all environmental information, reports, studies, landfill gas feasibility reports, assessments or other documents affecting the generation of Landfill Gas or the LFG Project that the County has prepared or that have been prepared on the County's behalf. Such documents include those the County is required to submit to the North Carolina Department of Environment and Natural Resources. 77. The County shall reasonably ensure that the County, its employees and contractors do not damage the LFG Project or disrupt the operation of the system. Should such damage occur, the University has the right to take immediate action to effectuate whatever repairs are necessary to bring the LFG Project into fully operational condition and the County shall timely reimburse the University for the reasonable costs of repair. 78. The County shall retain the sole and exclusive right, and shall have all obligations with regard to Landfill operations and for meeting; all applicable Laws pertaining to such operation, exclusive of the University's operation of the LFG Project. D. Operating Protocols 79. The Parties agree to develop and implement operating protocols for the LFG Collection System, including, without limitation, monitoring and reporting procedures, communications and emergency response plans, and notification procedures. ARTICLE III PERMITTING AND CONSTRUCTION OF FACILITIES 80. The installation and construction of the LFG Project shall be the sole responsibility and be undertaken at the sole expense of the University, and shall be carried out in compliance with the LFG Project Permits and all applicable Laws and in accordance with good engineering practices and industry standards. 20 (00018638.DOC 24-24) 81. Except as set forth in Paragraphs 57 and 58 of this Agreement,the University shall be solely responsible for securing any and all Approvals, including, without limitation, preparing all permit documentation for any Landfill or LFG Project Permits on which the County will be the permittee. Exhibit D contains a preliminary, but not exhaustive, list of Approvals that the University believes it must obtain to install, construct, operate, maintain, and repair the LFG Project. The University shall, at its own expense, apply for and seek to obtain all Approvals, including those listed on Exhibit D unless they are not required for the LFG Project. The University will apply for any such Approval as the owner and operator of the LFG Project, and shall act as the "permittee," "owner" and"operator" for such project as may be appropriate under applicable Laws. 82. The University recognizes that it is in the Parties' mutual best economic interest for the LFG Project to be completed expeditiously. Without limiting the generality of the University's obligations under Article II of this Agreement, beginning on the Effective Date, the University shall work expeditiously and in good faith to (a) complete the LFG Collection System within eighteen(18)months from the date of the issuance of the last Approval necessary to construct such system, and(b)complete the Gas Conversion System within thirty-four(34)months from the date of the issuance of the last Approval necessary to construct the Gas Conversion System and the Pipeline. If the University fails to complete the LFG Project within five(5)years of the date of the issuance of the last Approval necessary to construct the LFG Project, the County shall have the right to terminate the Agreement pursuant to Article VI. If the Engine Start-up Date does not occur within thirty-five (35) months after the .. - - • - -- •.. ` •- - • -- . _ . - - _ . --- ., - -- --Effective Date,the Flare Percentage shall be -adjusted to equal ten and ninety-five one-hundredths percent (10.95%) for the purpose of 21 {00018638.DOC 214} calculating any Flare Payment under this Agreement and shall remain at such percentage until the occurrence of the Engine Start-up Date or five (5) years after the e: - -- • ••• - -- • Approval necessary to construct the Gas Conversion System and the PipelineEffective Date, whichever occurs sooner. If the Engine Start-up Date does not occur within five(5)years after the PipelineEffective Date, the Flare Percentage shall be adjusted to equal sixteen and six-tenths percent(16.6%) for the purpose of calculating any Flare Payment under this Agreement and shall remain at such percentage until the occurrence of the Engine Start-up Date. Commencing thirty (30) days after the Effective Date of this Agreement, the University shall hold monthly progress meetings to discuss progress toward achieving these completion dates including the status of the construction of the components of the LFG Project. The University shall invite representatives of the County to attend such progress meetings and the University shall provide the County with reasonable advance written notice of the location and time of such meetings. The University shall distribute meeting minutes to the County following such progress meetings regardless of the County's attendance at such meetings. ARTICLE IV REPRESENTATIONS OF THE PARTIES A. The University's Representations 83. The University represents and warrants that, in entering into this Agreement, it has relied upon its own estimates of Landfill Gas volumes, based upon publicly available waste disposal records and standard modeling assumptions and projections. The University further represents that it has not relied upon Landfill Gas generation reports, drawings, and analysisanalyses provided by the County or its consultant as an inducement for entering into this Agreement. The County shall promptly inform the University, however, of any errors, 22 {00018638.DOC 24-24} miscalculations, or omissions of which the County has knowledge, in any of the landfill reports it has prepared or furnished to the University. 84. The University represents and warrants that it has legal authority and right to make and enter into the Agreement. B. The County's Representations 85. The County represents and warrants that it has fee simple title to the Landfill $reftetyproperty. 86. The County represents and warrants that it has not made an assignment or agreement to sell to any party other than the University the right to extract,collect,use, or sell the Landfill Gas. 87. The County represents and warrants that, based upon calculations attached hereto as Exhibit E,previously submitted to the North Carolina Department of Environment and Natural Resources and performed in accordance with 40 C.F.R.Part 60,Subpart WWW,the Landfill is not subject to the New Source Performance Standards for Municipal Solid Waste Landfills, 40 C.F.R. Part 60, Subpart WWW (2007) ("NSPS") or the Emission Guidelines and Compliance Times for Municipal Solid Waste Landfills,40 C.F.R. Part 60, Subpart Cc (2007) ("Emission Guidelines"). 88. The County represents and warrants that it has all environmental permits, authorizations, and approvals that are legally required to operate the Landfill, exclusive of any permits, authorizations, and approvals that may be necessary for the LFG Project. 89. The County represents that, in entering into this Agreement, it has relied upon its own estimates of the economic benefits of the LFG Project and has not relied upon any economic or financial model prepared by the University or its consultant(s) as an inducement for entering into this Agreement. The University shall promptly inform the County, however, of any errors, 23 {00018638.DOC 21-24} miscalculations, or omissions of which the University has knowledge, in any of the reports it has prepared or furnished to the County. 90. The County represents and warrants that it has legal authority and right to make and enter into the Agreement. C. Disclaimer of Warranties 91. Except as specifically set forth in Subpart B of this Article fIV, the University accepts the condition of the Landfill, any real property subject to an easement or right-of-way granted by the County,and the Landfill Gas "AS IS,WHERE IS, WITH ALL FAULTS,"and the University acknowledges that the County has not made and does not hereby make,and specifically disclaims, any representations, guarantees, promises, covenants, agreements or warranties of any kind or nature whatsoever whether past, present or future, oral or written, expressed or implied, concerning the condition or quality of the Landfill, any real property subject to an easement or right-of-way granted by the County, or the Landfill Gas and their fitness for any particular use, purpose,business or activity contemplated, intended or ongoing. ARTICLE V LIABILITY 92. The University shall be solely responsible for the installation, construction, operation,maintenance,and repair of the LFG Project. It shall also be responsible,with respect to the LFG Project,for(a)the installing,constructing,operating,maintaining,and repairing the LFG Project in compliance with all LFG Project Permits and applicable Laws; (b) responding to any notices of violation or compliance inquiries; (c) defending any enforcement actions; (d)resolving any claims; and (e)paying any associated penalties. The University shall also be responsible for damages and claims caused by the University's own negligence or that of its agents or employees. 24 {00018638.DOC 211 4} 93. The County shall be solely responsible for the operation,maintenance,closure,and post-closure of the Landfill, exclusive of the LFG Project. The County shall also be responsible with respect to the Landfill,exclusive of the LFG Project,for(a)operating and closing the Landfill in compliance with all Landfill Permits and applicable Laws; (b) responding to any notices of violation or compliance inquiries; (c) defending any enforcement actions; (d) resolving any claims; and(e)paying any associated penalties. 94. Except to the extent caused by the negligent installation, construction, operation maintenance, or repair of the LFG Collection System by the University (or its contractors and agents), the County shall be solely responsible for defending any claims relating to the off-site migration of LFG or odors, pollution, or nuisance conditions directly caused by such migration, including claims brought by a regulatory agency, neighboring residents, businesses, or third parties. • 95. In no event shall either Party be liable to the other Party for consequential, incidental,punitive,exemplary or indirect damages,including,but not limited to,loss of profits or revenue, downtime costs, loss of use of any property, or cost of substitute equipment or facilities, whether arising in tort, contract or otherwise. This provision shall survive the expiration or termination of this Agreement. 96. Nothing in this Agreement is intended by the Parties nor shall be construed as a waiver of any sovereign or other immunity to which either Party may be entitled to the fullest extent allowed by Law. ARTICLE VI TERM AND TERMINATION 97. The initial term of this Agreement shall commence on the Effective Date and shall expire on December 31, 2029, or on such other date on which this Agreement is terminated in 25 {00018638.DOC 21-24} accordance with its provisions. Upon the expiration of the initial Term,the University shall have the right, to the exclusion of any other entity, to renew this Agreement for up to two (2) consecutive periods of five(5)years each:(each five-year period beyond the initial 20-year period shall be termed an "Extension Period.") At the expiration of the initial 20-year term, or an Extension Period other than the second Extension Period, this Agreement shall be deemed extended for an additional five-year period unless the University gives written notice to the County of the University's intent not to extend this Agreement no later than ninety (90) days prior to the expiration of the preceding period. All provisions in this Agreement shall continue in effect during any extension periedExtension Period except as those terms may be otherwise modified by the Parties. Before the scheduled expiration date of the second Extension Period,the University shall have the right of entering into exclusive negotiations with the County for a period of one-hundred twenty (120) days for the purposes of negotiating a new or revised agreement relating to the LFG Project. The University shall notify the County in writing of the University's decision to exercise this right no later than one(1)year prior to the expiration date of the second Extension Period. 98. Termination Procedures—. In order to terminate this Agreement under this Article VI, and except as provided in Paragraph 101, a Party must first issue the other Party a Notice of Default in accordance with the provisions set forth below. The Party in receipt of such Notice of Default shall then have the opportunity to cure the identified default within the specified cure period. If the Party in receipt of such Notice of Default fails to cure the specified default within the cure period,then the other Party may issue a Notice of Termination. Upon issuance, such a Notice of Termination shall be deemed a Notice of Dispute for purposes of Article XI of this Agreement and such Notice of Termination shall be submitted to dispute resolution in accordance with that Article. Subject to Article XI and except as otherwise provided in this Agreement,the termination 26 {00018638.DOC 2-1-24} rights provided in this Article VI are not in lieu of, but are in addition to, any other rights and remedies either Party may have under the circumstances. A. Termination Rights of the University 99. The University may issue the County a Notice of Default if the County breaches any of its material duties or obligations under this Agreement and such breach is material to the University's rights and benefits under this Agreement. If the County does not cure such breach within forty-five (45) days after the date of the University's written Notice of Default, the University may issue the County a Notice of Termination. Provided,however,that if by the nature of the breach,the University agrees that a cure can be achieved,but not within forty-five(45)days, and that after receipt of such notice the County has begun to effect a cure without undue delay, then the County shall have such time as is reasonably required to effect a cure with diligent effort, but in any event not to exceed ninety(90)days from the date of the written Notice of Default from the University. 100. If,prior to 2029,the LFG generation rate falls below an average of 190 cfm over a consecutive one hundred eighty(180) day period due to no fault of the University,the University may issue the County a Notice of Default. If the LFG generation rate does not exceed an average of 190 cfm within the ninety (90) day period after the date of the Notice of Default, then the University may issue the County a Notice of Termination. B. Miscellaneous Termination Events 101. This Agreement may be terminated by mutual agreement of the Parties. In addition, this Agreement shall terminate(without a cure period) if(a)the University's use of LFG as a fuel source and for flaring should become unlawful due to no fault of the Parties;or(b)the LFG Project Permits or authorizations expire or are revoked due to no fault of the Parties and cannot be renewed or reinstated due to no fault of the Parties despite their best efforts, such that the 27 {00018638.DOC 2-1-24) University is unable to use the LFG as a fuel source and is unable to flare the LFG for the remainder of the Term. C. Termination Rights of the County 102. The County may issue the University a Notice of Default if the University fails to make any of the payments due hereunder in accordance with this Agreement. If the University fails to cure the payment default within forty-five(45)days after the date of the written Notice of Default,then the County may issue the University a Notice of Termination. 103. The County may issue the University a Notice of Default if the University breaches any of its material duties or obligations under this Agreement(other than the making of payments in accordance with this Agreement, the termination of which is covered by Paragraph 102 hereunder) and such breach is material to the County's rights and benefits under this Agreement. If the University does not cure such breach within forty-five (45) days after the County's written Notice of Default, the County may issue the University a Notice of Termination. Provided, however,that if by the nature of the breach the County agrees that a cure can be achieved,but not within forty-five (45) days, and that after receipt of such notice the University has begun to effect a cure without undue delay, then the University shall have such time as is reasonably required to effect a cure with diligent effort,but in any event not to exceed ninety(90)days from the date that the University receives written Notice of Default from the County. 104. The County may issue the University a Notice of Default upon the occurrence of the following events: if the University abandons or vacates the entire LFG Project or removes fixtures or equipment such that neither the flare nor the Gas Conversion System can operate, except for such removal that may be undertaken during maintenance, upkeep, or in the normal course of business. If the University fails to cure such default within forty-five(45) days after the 28 {00018638.DOC 24-24} date of the written Notice of Default, then the County may issue the University a Notice of Termination. 105. The County may issue the University a Notice of Default if the University operates neither the Gas Conversion System nor the flare for a period of one hundred eighty (180) consecutive days except(i) for a Force Majeure Evcntevent, and(ii) at the beginning of the Term before the Gas Conversion System and flare have become operational. If the University fails to re-commence continuous operation of either the Gas Conversion System or the flare within forty-five (45) days after the date of the Notice of Default, then the County may issue the University a Notice of Termination. D. Rights Upon Termination or Expiration 106. Survival of Selected Provisions. Notwithstanding the expiration or earlier termination of this Agreement for any reason however described, the following terms of this Agreement shall survive any such expiration or termination: Article IbArticle V,Subparts C and D of Article VI, Article VII, Article X, Article XI, and Article XIII. 107. LFG Collection System.Following the expiration or termination of this Agreement, the University shall have the right to dismantle and remove from the Landfill or other County-owned property all or any portion of the equipment comprising the LFG Collection System. In the alternative, the University may elect to offer for sale to the County all or any portion of the equipment comprising the LFG Collection System for its Fair Market Value. If the University decides to dismantle and remove all or any portion of the equipment comprising the LFG Collection System, it shall perform such removal consistent with applicable Laws and any applicable provisions of the Landfill Permits and LFG Project Permits. The University shall permanently seal and cap all openings for pipes or equipment left in the Landfill in accordance with industry standards and any applicable provisions of the Landfill Permits and LFG Project 29 {00018638.DOC 2-1-24} Permits. The University shall use its best efforts to prevent damage to County property during such equipment removal process, and shall reimburse the County for the reasonable costs of repairing any damage to the Landfill or other County property. 108. Pipeline.Following the expiration or termination of this Agreement,the University shall remove any Landfill Gas from the Pipeline, cap the Pipeline, and take any other actions relating to the closure of the Pipeline as may be required by applicable Laws and by any applicable provisions of the Landfill Permits and LFG Project Permits. 109. The University's Option to Offer the LFG Collection System for Sale to the County. If the University elects to offer for sale to the County all or any portion of the equipment comprising the LFG Collection System, it shall so notify the County in writing within thirty (30) days following any expiration or termination of this Agreement. If the County elects to purchase any such equipment, such purchase shall be on an "AS IS," "WHERE IS" AND "WITH ALL FAULTS"basis,but free of any and all liens,for the Fair Market Value(defined 1hereinhereunder). If the University does not timely notify the County of an election to offer for sale to the County all or any portion of the LFG Collection System and the University fails to remove such equipment within one hundred eighty days (180) days after the expiration or termination of this Agreement, then any such equipment remaining on the County's property shall be deemed abandoned. If the County rejects a timely offer for sale by the University under this Paragraph of all or any portion of the LFG Collection System and the University fails to remove such equipment within one hundred eighty days(180) days after the date of such rejection,then any such equipment remaining on the County's property shall be deemed abandoned; provided, however, that in the event the County subsequently makes productive use of such equipment,or leases or sells such equipment,then the County shall pay the University the Fair Market Value of such equipment. 30 {00018638.DOC 24241 110. Fair Market Value. In the event the University elects to offer for sale to the County all or any portion of the equipment comprising the LFG Collection System upon the expiration or termination of this Agreement,the Parties will enter into good faith negotiations to determine the Fair Market Value of such equipment pursuant to this Paragraph 110. a. The term "Fair Market Value" shall mean the value which would be obtained for the equipment comprising the LFG Collection System that is the subject of the University's offer for sale in an arm's length transaction between an informed and willing buyer under no compulsion to buy,and an informed and willing seller under no compulsion to sell,based upon the use of the University's LFG Collection System as an ongoing enterprise in its then current condition utilizing generally recognized professional criteria for the appraisal of industrial property used in the landfill gas business. b. If the County and the University cannot agree on a Fair Market Value for the equipment comprising the LFG Collection System that is the subject of the University's offer for sale within thirty (30) Day:days. following the initiation of good faith negotiations, then such Fair Market Value shall be mutually determined in an appraisal by an independent, qualified, nationally recognized appraiser of industrial property similar to the University's LFG Collection System. ARTICLE VII PURCHASE AND SALE OF LFG A. The University's Purchase Obligations 31 {00018638.DOC 2424} 111. Subject to the terms and conditions of this Agreement,the County shall sell,and the University shall accept and purchase, all of the LFG that is delivered to the Delivery Point. B. Payments to the County 112. The University shall make payments to the County based on the heating energy content of all Gas Sold. Such payments shall consist of the Flare Payment and the Conversion Payment, as calculated in accordance with Subparts C and D of this Article VII. Such payments and any other payments that the University may be required to make under this ArticleAgreement shall be full compensation to the County both for the heating energy content of the LFG and for any Environmental Benefits resulting from the destruction of the LFG, including those benefits associated with reducing greenhouse gas emissions or producing renewable energy. 113. The University will make monthly cash payments to the County based on the heating energy content of the LFG delivered to the University in the preceding calendar month, as determined in accordance with Subparts C and D of this Article VII. C. Payment for Gas Flared 114. Each month during the Term of this Agreement, the University shall make payments to the County based on the heating energy content of the LFG that is delivered to the LFG flare (the "Flare Payment") (a) commencing upon the Flare Payment Date (as that term is defined in Article VIII hereunder)and continuing to the Conversion Payment Date (as that term is defined in Article VIII hereunder); and (b) for any period after the Conversion Payment Date during which the University operates the flare. 115. The University shall continuously monitor the LFG at Meter Points A and B, and such LFG will be measured, recorded, and totalized on an hourly, daily and monthly basis. The heating energy content of the LFG delivered to the flare shall be based on its measured monthly methane content at Meter Point B. The methane content shall be measured in sefSCF/month and 32 {00018638.DOC 2424} shall be equal to the product of(a) the percent methane by volume, and (b) the LFG measured in setSCF/month at Meter Point B (the "Meter Point B Methane Content"). For purposes of determining the Flare Payment, the total monthly heating energy content of the LFG measured at Meter Point B (the "Flare MMBTU HHV") shall be obtained by dividing the product of(a) the Meter Point B Methane Content, and (b) 1,012, by 1,000,000. Expressed in a formula,the Flare MMBTU HHV=Meter Point B Methane Content x 1012± 1,000,000. 116. For a given month during the Term of this Agreement, the Flare Payment shall be equal to the Flare Percentage,as such percentage may be adjusted in accordance with Paragraph 82 of this Agreement and/or Subpart E of this Article VII, multiplied by the product obtained by multiplying (i) the Flare MMBTU HHV for such month by (ii) the lesser of the BTU Equivalent Price or the Adjusted BTU Equivalent Price. Expressed in a formula,the monthly Flare Payment= (0.053 (as may be adjusted) x(Flare MMBTU HHV) x BTU Equivalent Price or Adjusted BTU Equivalent Price,whichever is less.A sample calculation of the Flare Payment is shown in Exhibit F. D. Payment for Gas Converted to Energy 117. Each month during the Term of this Agreement, the University shall make payments to the County based on the heating energy content of the LFG that is delivered to the Gas Conversion System (the "Conversion Payment") (a) commencing upon the Conversion Payment Date (as that term is defined in Article VIII hereunder); and (b) for any period during which the University operates the Gas Conversion System. 118. The University shall continuously monitor the LFG at Meter Points A and B, and such LFG will be measured, recorded, and totalized on an hourly, daily and monthly basis. The heating energy content of the LFG delivered to the Gas Conversion System shall be based on its measured monthly methane content at Meter Point A. The methane content shall be measured in 33 (00018638.DOC 2A-24) se€SCF/month and shall be equal to the product of(a)the percent methane by volume, and(b)the LFG measured in sefSCF/month at Meter Point A (the "Meter Point A Methane Content"). For purposes of determining the Conversion Payment, the total monthly heating energy content of the LFG measured at Meter Point A(the"Conversion MMBTU HHV") shall be obtained by dividing the product of(a)the Meter Point A Methane Content,and(b) 1,012,by 1,000,000. Expressed in a formula,the Conversion MMBTU HHV=Meter Point A Methane Content x 1012_ 1,000,000. 119. For a given month during the Term of this Agreement, the Conversion Payment shall be equal to the product of(a)the Conversion Percentage,as such percentage may be adjusted in accordance with Subpart E of this Article VII, and (b) the product obtained by multiplying (i) the Conversion MMBTU HHV for such month by(ii)the lesser of the BTU Equivalent Price or the Adjusted BTU Equivalent Price. Expressed in a formula, the County's monthly Conversion Payment = (4660.166 (as may be adjusted) x (Conversion MMBTU HHV) x BTU Equivalent Price or Adjusted BTU Equivalent Price, whichever is less. A sample calculation of the Conversion Payment is shown in Exhibit F. 120. The Parties recognize that the regulations, policies and procedures governing reductions in GHG emissions and associated markets for Environmental Benefits, including Carbon Credits and Emission Allowances,are evolving. Accordingly,the University will strive to adopt cost effective practices with respect to the LFG Project to maximize the Environmental Benefits resulting from the project and to measure and document them in a way that meets both the University's internal carbon reduction objectives and the County's objective to generate economic benefits. E. Adjustments to County Payments 121. General. During the Term of this Agreement,the Parties acknowledge that changes in the renewable energy marketplace and in the regulation of GHG emissions may occur that may 34 {00018638.DOC 21-24} affect the compensation paid to the County under this Agreement. Accordingly, pursuant to the terms and conditions hereunder, the Parties agree to make certain adjustments to the County's payments under the following circumstances as set forth in Paragraphs 122-125 hereunder: (a) beginning in 2015 and in each year thereafter during the Term the Agreement, to reflect certain differences that may arise between the Average Allowance Market Prices for such years and the Forecasted Carbon Prices set forth on Exhibit A for such years (the "Emission Allowance Price Adjustment"); (b)to reflect changes in Global Warming Potential that may arise during the Term of the Agreement (the "GWP Adjustment"); and (c) to reflect additional compensation that may result from the University monetizing additional or different Environmental Benefits under this Agreement(the"Adjustment for Other Environmental Benefits"). The Parties shall jointly retain the Carbon Price Consultant,beginning on or about the date that the flare becomes operational,and the Parties shall share equally all fees and expenses payable to the Carbon Price Consultant. 122. Emission Allowance Price Adjustment. The Parties acknowledge that the Flare and Conversion Percentages have been established, in part,based on the Forecasted Carbon Prices set forth on Exhibit A. Any adjustment in the Flare and Conversion Percentages pursuant to this Paragraph shall be based on a comparison of the Average Allowance Market Prices and the Forecasted Carbon Prices performed pursuant to a methodology (the "Emission Allowance Price Methodology")developed in accordance with the provisions of this Paragraph by the Carbon Price Consultant. No adjustments to the Flare Percentage or the Conversion Percentage shall be made under this Paragraph (i) prior to 2015, or (ii) in any month during the Term of this Agreement in which a Cap-and-Trade System has not been enacted under federal legislation in the United States. a. Emission Allowance Price Methodology. Not later than one hundred eighty days (180) before the first month in which an adjustment is made under this Paragraph 35 (00018638.DOC 24-24) 122,the Parties shall direct the Carbon Price Consultant to develop a methodology meeting criteria mutually acceptable to the Parties that shall permit the Parties to perform a comparison of the Average Allowance Market Prices and the Forecasted Carbon Prices by reference to (i) data showing the prices at which Emission Allowances were purchased and sold in the regulated carbon market established in the United States under federal legislation enacting a Cap-and-Trade System, and (ii) such other information that the Carbon Price Consultant determines is customary and reasonable in the carbon consulting industry. The Carbon Price Consultant shall document the Parties' agreement on the Emission Allowance Price Methodology. Any Dispute concerning the Emission Allowance Price Methodology shall be submitted to Dispute Resolution in accordance with Article XI of this Agreement. b. Flare and Conversion Payment Adjustments. Beginning in 2015 and continuing through the remaining Term of the Agreement, in any month in which a Cap-and-Trade System has been enacted under federal legislation in the United States, the University shall apply the Emission Allowance Price Methodology to compare the Average Allowance Market Prices and the Forecasted Carbon Prices for the applicable month of the Agreement. c. If there is a positive or negative difference between the Average Allowance Market Price of an Emissions Allowance for the given month and the Forecasted Carbon Price for such month, the following adjustment to the Flare Percentage for such month shall be made: The Flare Percentage shall be increased or decreased by 0.357% for each whole dollar (rounded down to the nearest whole dollar) that the 36 {00018638.DOC 21-24) Average Allowance Market Price for such month is either above (for increases) or below (for decreases) the Forecasted Carbon Price for such month; provided, however that the Flare.Percentage for any month shall not be adjusted in a manner that results in the adjusted Flare Percentage equaling (i) a percentage greater than 8.51%or less than 2.09%. (a) 8.51%, if the Flare Percentage is 5.3%; (b) 14.16%, if the Flare Percentage is 10 95%by operation of Paragraph 82 of this Agreement; or(c) 19 81%,if the Flare Percentage is 16 6%by operation of Paragraph 82; or(ii) a percentage less than (a) 2.09%, if the Flare Percentage is 5.3%; (b) 7.74%, if the Flare Percentage is 10.95%by operation of Paragraph 82 of this Agreement; or(c) 13.39%, if the Flare Percentage is 16.6% by operation of Paragraph 82. For purposes of calculating adjustments under this Paragraph 122,the Flare Percentage shall reset each month to five and three-tenths percent (5.3%) or the percentage established by operation of Paragraph 82, whichever is applicable. For the avoidance of ambiguity and by way of example only, if the Flare Percentage is adjusted in January 2015 from five and three-tenths percent (5.3%) to six percent (6.0%), the Flare Percentage shall reset to five and three-tenths percent(5.3%) for purposes of calculating any adjustments to the Flare Percentage for the month of February 2015. d. If there is a positive or negative difference between the Average Allowance Market Price of an Emissions Allowance for the given month and the Forecasted Carbon Price for such month, the following adjustment to the Conversion Percentage for such month shall be made: The Conversion Percentage shall be increased or decreased by 1.12% for each whole dollar (rounded down to the nearest whole 37 {00018638.DOC 2-124} dollar) that the Average Allowance Market Price for such month is either above (for increases) or below (for decreases) the Forecasted Carbon Price for such month; provided,however that the Conversion Percentage for any month shall not be adjusted in a manner that results in the adjusted Conversion Percentage equaling a percentage greater than 26.68%or less than 6.52%. For purposes of calculating adjustments under this Paragraph 122, the Conversion Percentage shall reset each month to sixteen and six-tenths percent(16.6%). For the avoidance of ambiguity and by way of example only, if the Conversion Percentage is adjusted in January 2015 from sixteen and six-tenths percent(16.6%)to fourteen percent (14.0%), the Conversion Percentage shall reset to sixteen and six-tenths percent (16.6%) for purposes of calculating any adjustments to the Conversion Percentage for the month of February 2015. e. The University shall reflect any adjustments to the Flare and Conversion Percentages made under this Paragraph 122, including the underlying calculations, in the mentlMonthly Billing Statement for such month issued to the County under Paragraph 127 hereunder. A sample calculation is provided in Exhibit G. 123. GWP Adjustment. The commercial terms set forth in this Agreement assume a Global Warming Potential (GWP) for methane of twenty-one (21)to calculate the Environmental Benefits that will result from the LFG Project's destruction of methane. Payments to the County will be adjusted as set forth below to the extent that the GWP for methane changes during the Term of this Agreement as follows: 38 {00018638.DOC 2-]24} a. For any month in which the GWP of methane is twenty-three (23) or greater, as accepted under any Laws regulating the GHG emissions of the University,or,in the absence of such Laws, as provided in the then-current General Reporting Protocol for the Voluntary Reporting Program published by The Climate Registry, then the University shall make a payment to the County in the Monthly Billing Statement for such month equal to twenty-five percent(25%) of the product that results from multiplying the (i) lesser of the Average Allowance Market Price of Emissions Allowances or the Forecasted Carbon Price for such month by (ii) the difference between the number of metric tons of CO2e destroyed by the LFG Project calculated by reference to a GWP of twenty-three(23)or greater and the number of metric tons of CO2e destroyed by the LFG Project calculated by reference to a GWP of twenty-one (21). A sample calculation is provided in Exhibit G. b. For any month in which the GWP of methane is nineteen(19)or less, as accepted under any Laws regulating the GHG emissions of the University,or,in the absence of such Laws, as provided in the then-current General Reporting Protocol for the Voluntary Reporting Program published by The Climate Registry, then the University shall reduce the payment due the County in the Monthly Billing Statement for such month by an amount equal to twenty-five percent(25%) of the product that results from multiplying (i) the lesser of the Average Allowance Market Price or the Forecasted Carbon Price for such month by (ii) the difference between the number of metric tons of CO2e destroyed by the LFG Project calculated by reference to a GWP of twenty-one(21)and the number of metric tons 39 {00018638.DOC 2120 of CO2e destroyed by the LFG Project calculated by reference to a GWP of nineteen(19) or less. A sample calculation is provided in Exhibit G. 124. Adjustments for Other Environmental Benefits . The economic benefit of this Agreement is based in part upon the value of Carbon Credits.The Parties recognize that during the Term of this Agreement,other Environmental Benefits may be generated through the University's operation of the LFG Project,particularly as they relate to the market for renewable energy. The Parties further recognize that the current state of the market for such Environmental Benefits is unsettled with respect to whether, and to what extent, other Environmental Benefits may become available that are associated with the operation of the LFG Project. The Parties recognize that during the Term of this Agreement, new Laws, guidance, voluntary standards or comparable directives may be issued that clarify the respective valuation protocols for various Environmental Benefits associated with the LFG Project. 125. In consultation with the County, the University shall, on an ongoing basis, determine if the categorization of Environmental Benefits associated with the LFG Project in ways other than as Carbon Credits would result in additional revenue to the County without compromising either the University's ability to derive environmental benefit through the generation of Carbon Credits or its achievement of other objectives for the LFG Project,including in particular as it relatcsthey relate to the University's commitment under the American College and University Presidents Climate Commitment. If such alternative categorization of Environmental Benefits would result in a greater overall value to the University and a greater overall payment to the County than the County would receive if the Environmental Benefits were solely categorized as Carbon Credits, and the University decides in a given month, in its sole discretion, to monetize a portion or all of the Environmental Benefits in a manner other than as 40 {00018638.DOC 2424) II Carbon Credits, the University shall pay to the County fifty percent (50%) of the proceeds resulting from such monetization net of any costs the University incurs both in monetizing the Environmental Benefits and replacing Carbon Credits that would otherwise have been generated by the operation of the LFG Project, if any, but for the University's decision to monetize another type of Environmental Benefit. Provided, however,that nothing in this Agreement shall obligate the County to incur all or any portion of any costs that exceed any surplus proceeds resulting from the monetization of any Environmental Benefits. In the event the University generates a surplus in any month, it shall provide an accounting of the surplus revenue thus generated in the Monthly Billing Statement and the monthly payment to the County shall be increased accordingly. A sample calculation is provided in Exhibit G. 126. Notwithstanding anything contained herein to the contrary, the County shall have the option, exercisable at any time and from time to time upon thirty (30) days' written notice to the University,to purchase Carbon Credits from a third party and to exchange such Carbon Credits, without any additional compensation, for an amount equal to up to fifteen percent (15%) of the Carbon Credits generated by the LFG Project in a given month. The Carbon Credits purchased from a third party for exchange must be eligible carbon offsets under a Cap-and-Trade System enacted under federal legislation in the United States, or in the absence of such a system, must be eligible carbon offsets under the California Climate Action Registry, the Voluntary Carbon Standard, or the rules of any regional compliance market, such as the Regional Greenhouse Gas Initiative or the Western Climate Initiative. F. Billing 127. The University shall cause the metering devices to be read on the last day of each month during the Term of this Agreement. The University shall thereafter prepare and deliver to the County on or before the fifteenth (15th) day of each subsequent month the Flare Payment 41 {00018638.DOC 2424} and/or the Conversion Payment along with a statement to the County (a "Monthly Billing Statement") providing all relevant metering information and data that will clearly indicate (and will permit the County to verify)the(i)quantity of Landfill Gas on an SCF basis delivered to the Meter Points A and B during the preceding calendar month; (ii) the Meter Point A Methane Content and the Meter Point B Methane Content;(iii)the Flare MMBTU HHV and the Conversion MMBTU HHV; (iv) the Flare Payment and the Conversion Payment; (v) any adjustments made under Subpart E of this Article VII; and (vi) reasonably detailed calculations performed by the University to derive all of the foregoing information. ARTICLE VIII RESPECTIVE EFFECTIVE DATES OF THE UNIVERSITY'S OBLIGATIONS UNDER THIS AGREEMENT 128. Construction Date-(Construction of LFG Collection System, The University shall have no obligation to commence construction of the LFG Collection System(or to continue construction of the LFG Collection System if construction has already commenced) prior to the University's receipt of all LFG Project Permits relating to such system. Within ten(10)days of its receipt of the last Approval necessary to construct the LFG Collection System,the Party receiving such Approval shall notify the other Party in accordance with Paragraph 153 hereunder of the date of the issuance of such Approval. 129. Flare Payment Date:. The University shall commence Flare Payments to the County thirty(30)days after the acceptance of the completed LFG Collection System by the North Carolina State Construction Office. 130. LFG Project Date i,. The University shall commence construction of the Pipeline and the Gas Conversion System after the occurrence of the following events: a. The receipt of all necessary Approvals to construct the Pipeline. 42 (00018638.DOC 2424} b. The receipt of all necessary LFG Project Permits relating to the Gas Conversion System and the Pipeline. Within ten(10) days of its receipt of the last Approval necessary to construct the Gas Conversion System and the Pipeline, the Party receiving such Approval shall notify the other Party in accordance with Paragraph 153 hereunder of the date of the issuance of such Approval. 131. Conversion Payment Dates The University shall commence Conversion Payments to the County thirty (30) days after the acceptance of the completed Gas Conversion System by the North Carolina State Construction Office. ARTICLE IX LANDFILL GAS DELIVERY 132. Ownership and title of the Landfill Gas shall pass to the University at the Delivery Point. 133. For purposes of measuring the quantity of Landfill Gas delivered to the Delivery Point,the University shall install,at its own cost and expense,Gas Flow Meters for Meter Point A and Meter Point B with a design accuracy of not less than two percent (2%) for all parameters measured and taking into account verification methodologies for Environmental Benefits. 134. Such Gas Flow Meters shall be owned, operated, maintained and calibrated by the University at its sole cost and expense. The Gas Flow Meters shall be designed and operated to provide time-synchronized data for MMBtu and to provide all other information required to be measured pursuant to this Agreement. The University's Gas Flow Meters shall be sealed,with the seals broken only for the purpose of inspecting, testing, repairing, or recalibrating the metering devices. The University shall keep its Gas Flow Meters accurate and in good working order and the University shall periodically test such metering equipment as the University deems necessary; 43 {00018638.DOC 2424) provided that the University shall test its metering equipment at least once every six (6) months, but in no case less than any testing requirement set forth in any applicable Laws or manufacturers' recommendations. In the event a Gas Flow Meters is to be tested,cleaned,repaired or recalibrated, or otherwise read or inspected by the University,the University shall provide the County with five (5)days prior written notice of any such procedure, so that the County may be present during any such procedure. The University shall preserve all charts, test data and similar records in accordance with the record retention provisions of Paragraph 148 of this Agreement. The County shall have the right to install and maintain its own Gas Flow Meters. 135. The County and its agents shall have the right from time to time, at reasonable times during the Term, to monitor, access, and inspect the condition and use of the LFG Project and to monitor, access, and inspect work in progress and the day-to-day operation of the LFG Project. Any such monitoring, examinations,inspections or visits shall be conducted in a manner so as to cause minimum interference with the University's LFG Project. ARTICLE X INSURANCE AND TAXES 136. At all times during the term of this Agreement,the Parties shall maintain worker's compensation insurance, covering liability under applicable worker's compensation law, at the statutory coverage levels. 137. Any subcontractor retained by the University in connection with the construction of the LFG Project shall comply with the minimum insurance requirements specified by the North Carolina State Construction Office under the "Instructions to Bidders and General Conditions of the Contract" (Form OC-15). The University shall require each such construction subcontractor to maintain such coverages for the time periods required therein. Any subcontractor retained by the University in connection with the operation of the LFG Project shall comply with the minimum 44 {00018638.DOC 2-1-24) insurance requirements specified in the"North Carolina General Contract Terms and Conditions" or the "University of North Carolina at Chapel Hill General Terms and Conditions for Commodities and Services," as applicable. The University shall require each such operating subcontractor to maintain such coverages for the time periods required therein. 138. No subcontracting shall relieve any Party of its obligations under this Agreement. Each Party shall remain primarily liable and obligated to the other Party for the timely and proper performance of all of its obligations hereunder even if such obligations are delegated to third-party subcontractors. 139. Each Party shall be responsible for any taxes or assessments levied on any real, personal or tangible property owned by it, inclusive of any LFG on that party's respective side of the Delivery Point after the Effective Date of this Agreement. All transfer,documentary,sales,use, stamp, registration,recording, conveyance and other similar taxes, fees or charges (including any penalties and interest) arising from the transactions contemplated by this Agreement shall be paid by the University when due or collected from the University by the County in accordance with applicable Law. Half(50%) of the amount of taxes, fees or other charges paid by the University pursuant to the immediately preceding sentence shall be subsequently reimbursed to the University by the County by set-off against the Flare Payments. In accordance with applicable Law, the County will accept a certificate or other documentation as required with respect to any claim by the University that it is exempt from the payment of any such taxes. To the extent applicable,the University and the County will, at their own expense, file all necessary tax returns and other documentation with respect to such taxes, and the Parties will cooperate to the extent necessary with respect to such filings. 45 {00018638.DOC 21-241 ARTICLE XI DISPUTE RESOLUTION 140. General. Any dispute, controversy or claim that arises out of or relates to this Agreement(including any dispute over the existence,validity,interpretation,performance,breach or termination thereof)(a"Dispute")shall be resolved in accordance with the procedures specified in this Article XI prior to any party initiating litigation regarding such Dispute, except as set forth in Paragraph 146 of the Agreement. Each Party shall bear its own costs incurred in connection with any dispute resolution process under this Article. The entire dispute resolution process set forth in this Article XI is a compromise negotiation. Subject to the North Carolina Public Records Act and other applicable Laws, all offers, promises, conduct and statements, whether oral or written, made in the course of dispute resolution by any of the Parties, their agents, employees, experts and attorneys are confidential. Subject to the North Carolina Public Records Act and other applicable Laws, such offers, promises, conduct and statements are privileged under any applicable arbitration privilege, are subject to Rule 408 of the Federal Rules of Evidence and any state counterpart rules or doctrine and are inadmissible and not discoverable for any purpose, including impeachment, in litigation between the Parties to the litigation;provided, however,that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its presentation or use during the dispute resolution process hereunder. 141. Notice. If a Dispute arises under this Agreement the claimant Party (the "Claimant") shall provide a written notice of the Dispute ("Notice of Dispute")to the other Party ("Respondent"), which shall contain a reasonably detailed statement of the nature of the Dispute and the relief requested. A Notice of Termination issued in accordance with Article VI shall be deemed a Notice of Dispute for purposes of this Article XI. 46 {00018638.DOC 2-124} 142. Executive Review. Upon receipt of a Notice of Dispute, the University's Director of Energy Services and the Assistant County Manager shall meet in person and,unless the Parties mutually agree in writing to a different time period, shall have thirty(30)calendar days to discuss, consider and attempt in good faith to resolve the Dispute. If, upon the expiration of such time period,the University's Director of Energy Services and the Assistant County Manager have been unable to resolve the Dispute,then they shall immediately submit the dispute for Senior Executive Review in accordance with Paragraph 143 of this Agreement. 143. Senior Executive Review. For disputes that are submitted for Senior Executive Review pursuant tofollowing the Executive Review process described in Paragraph 142 of this Agreement,142,the University's Associate Vice Chancellor for Campus Services(or higher-level authority)and the County Manager(or higher-level authority)shall meet in person and,unless the Parties mutually agree in writing to a different time period, shall have thirty(30) calendar days to discuss, consider and attempt in good faith to resolve the Dispute. If,upon the expiration of such time period, the University's Associate Vice Chancellor for Campus Services (or higher-level authority) and the County Manager (or higher-level authority) have been unable to resolve the Dispute, then the Dispute shall be submitted to non-binding mediation in accordance with Paragraph 144 of this Agreement. 144. Non-Binding Mediation. If the Executive Review and Senior Executive Review dispute resolution processes are unsuccessful, the Parties shall be obligated to submit the Dispute to non-binding mediation through the use of a neutral, independent, disinterested mediator selected by the Parties from a professional mediation firm. If such Dispute is not resolved through the non-binding mediation process within one hundred twenty (120) days after the date of the Notice of Dispute or Notice of Termination(or such other time period as mutually agreed to by the 47 {00018638.DOC 24241 Parties in writing), either Party may initiate litigation in any court of competent jurisdiction. The Parties shall share equally all fees and expenses payable to any mediator retained hereunder. 145. Continued Performance; No Tolling of Cure Periods. Except when clearly prevented from doing so by the matter in dispute, the Parties shall continue performing their obligations under this Agreement while any Dispute is being resolved as provided in this Article unless and until such obligations are terminated by the termination or expiration of this Agreement. The time frame for a Party to cure any breach of the terms of this Agreement shall not be tolled by the pendency of any dispute resolution procedures. 146. Equitable Relief. Notwithstanding anything contained in this Agreement to the contrary, the Parties shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction whenever the facts or circumstances would permit a Party to seek such equitable relief without obligation to post bond. ARTICLE XII FORCE MAJEURE 147. Suspension of Obligations. If, because of a Force Majeure event, either Party is unable, in whole or in part,to carry out its obligations under this Agreement,then such Party shall give written notice and reasonably full details of the Force Majeure event to the other Party as soon as possible after the event's occurrence. Upon such notice, the obligations of the noticing Party (other than the obligation to make any payments under this Agreement)shall be suspended during the period in which the Party is unable to perform because of the Force Majeure event, but for no longer period,provided that: a. the burden of proof on whether a Force Majeure event has occurred shall be upon the Party claiming Force Majeure; 48 (00018638.DOC 2-1-24) b. the nonperforming Party shall make all reasonable efforts to continue to perform its obligations despite the occurrence of a Force Majeure event; and c. the nonperforming Party shall provide the other Party with prompt written notice of the cessation of the Force Majeure event. ARTICLE XIII MISCELLANEOUS 148. Records. During the term of this Agreement, and for a period of three (3) years thereafter(unless a longer period of time is required under applicable Laws),each Party shall keep and maintain complete and accurate records and all other data required by each of them for the purposes of the proper administration of this Agreement. Each Party shall have the right,at its sole expense during normal business hours,to examine the other Party's records to the extent necessary to verify the accuracy of any statement, change,notice or computation made hereunder. 149. Amendment to Agreement. This Agreement may be amended or modified only by a written instrument signed by each of the Parties. 150. Disclaimer of Joint Venture,Partnership and Agency. This Agreement shall not be interpreted or construed to create an association,joint venture, or partnership between the County and the University, or to impose any partnership obligation or liability upon such Parties. Neither the County nor the University shall have any right,power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent efor representative of, or to otherwise bind, the other Party. 151. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such terms and provisions to persons or circumstances other than 49 {00018638.DOC 2-124} those to which it is held invalid or unenforceable shall not be affected thereby, except each Party shall be obligated to reform the remaining terms appropriately,and each term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 152. Assignment. Neither Party may assign or transfer its respective rights and obligations under this Agreement,except with the consent of the other Party,which shall be in that Party's sole discretion. Any assignment purportedly made by a Party without the requisite consent of the other Party shall be null and void. 153. Notices. All notices and other communications under this Agreement (other than regularly scheduled payments) shall be addressed as follows: Orange County: Orange County Solid Waste Director P. O. Box 17177 Chapel Hill,NC 27516 (Current Director: Gayle Wilson) FAX: 919-932-2900 Orange County Manager P. O. Box 8181 Hillsborough,NC 27278 (Current Manager: Laura Blackmon) FAX: 919-644-3004 With a copy to: Orange County Attorney P. O. Box 8181 Hillsborough,NC 27278 FAX: 919-644-3004 Orange County Emergency Contact: Orange County Solid Waste Operations Manager (Currently: Paul Spire) PHONE: (919) 624-0221 The University of North Carolina at Chapel Hill: 50 {00018638.DOC 2424} Director of Energy Services 925 Branch Street, Campus Box 1855 Chapel Hill,NC 27599-1855 (Current Director: Ray DuBose) PHONE: 919-966-4100 FAX: 919-843-7328 With a copy to: The University of North Carolina at Chapel Hill General Counsel Campus Box 9105 Chapel Hill,NC 27599-9105 (Current General Counsel: Leslie Strohm) FAX: 919-843-1617 University Emergency Contact: Shift Supervisor on duty UNC Cogeneration Facility PHONE: 919-962-1167 (24/7 emergency telephone number) Such notices and communications shall be deemed to have been given and received when personally delivered or upon receipt as evidenced by a United States Postal Service Receipt for Certified Mail or evidence of delivery by a private express mail service (e.g.,UPS, FedEx, DHL) or upon receipt by facsimile provided that the sender promptly thereafter delivers a copy of the notice together with the receipt issued by the sender's facsimile machine, to the recipient. Either Party may change the address to which communications or payments are to be made by notice to the other Party as set forth above. 154. Integration. This Agreement is intended by the Parties as the final expression of their agreement with respect to such subject matter, both written and oral, and supersedes all previous agreements. 155. Waiver. No delay or omission by a Party to exercise any right occurring upon any non-compliance or default by the other Party with respect to any of the terms of the Agreement 51 {00018638.DOC 2-1-24} shall impair any such right or power or be construed to be a waiver thereof. A waiver by either the County or the University of any failure of the other Party to perform any of its obligations under this Agreement shall not be construed as a waiver of any future or continuing failure or failures, whether similar or dissimilar thereto. 156. Choice of Law. This Agreement and any provisions contained herein shall be interpreted under the laws of North Carolina without regard to principles of conflicts of law. 157. Communications. Neither Party shall make any public announcement concerning this Agreement nor the transaction contemplated herein without first obtaining the approval of the other Party which approval shall not be unreasonably withheld or delayed. 158. Equal Opportunity/Non-discrimination. The Parties shall comply with all federal and state requirements concerning fair employment and employment practices discriminating by reason of race, color, religion, gender, national origin, disability, age, creed, veteran's status, or sexual orientation. 159. No Third Party Beneficiaries. The Agreement is not intended to and does not confer any right or benefit on any third party. 52 {00018638.DOC 24-24} IN WITNESS WHEREOF,the Parties hereto have caused the execution of this Agreement by the representatives whose names appear below as of the date first written above. ORANGE COUNTY,NORTH CAROLINA BY: ITS: DATE: UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL BY: ITS: DATE: 53 {00018638.DOC 224} Exhibit A 2010 $ 9.00 $ 6.50 2011 $ 9.18 $ 7.25 2012 $ 9.36 $ 7.75 2013 $ 9.55 $ 8.00 2014 $ 9.74 $ 11.55 2015 $ 9.94 $ 18.00 2016 $ 10.14 $ 19.02 2017 $ 10.34 $ 20.04 2018 $ 10.54 $ 21.06 2019 $ 10.76 $ 22.08 2020 $ 10.97 $ 23.10 2021 $ 11.19 $ 24.40 2022 $ 11.41 $ 25.70 2023 $ 11.64 $ 27.00 2024 $ 11.88 $ 28.30 2025 $ 12.11 $ 29.60 2026 $ 12.36 $ 31.24 2027 $ 12.60 $ 32.88 2028 $ 12.85 $ 34.52 2029 $ 13.11 $ 36.16 2030 $ 13.37 $ 37.80 2031 $ 13.64 $ 38.56 2032 $ 13.91 $ 40.11 2033 $ 14.19 $ 42.57 2034 $ 14.48 $ 46.08 2035 $ 14.77 $ 48.40 2036 $ 15.06 $ 49.37 2037 $ 15.36 $ 51.36 2038 $ 15.67 $ 54.51 2039 $ 15.98 $ 59.00 Note 1:2010-2014 estimated by Energy Strategies,LLC with input from Oliver Inc.. 2015-2039 based on S.2191,Nicholas Institute ADAGE Forecast. {00018638.DOC 224} Exhibit B pi all i® /imli ce .... '"""-... . SOUTH LANDFILL NORTH LANDFILL MOISTURE SEPARATOR \---CONDENSATE METER POINT B - FLARE COLLECTION TANK =(FLOW AND METHANE CONTENT) * GAS FILTER (DUPLEX) BACK-UP LFG EXTRACTION FLARE PUMP j METER POINT A - •---1-- CONVERSION SYSTEM DELIVERY I (FLOW AND METHANE POINT ,�--�( CON TENT [ �4 r COND. , 11111111111111111111111111111111111116® ____. GAS COMPRESSOR REFRIGERANT CHILLER LANDFILL SITE COLTLECTt ON S STEM LOW PRESSURE GAS PIPELINE TO GAS CONVERSION SYSTEM 1 t 2.2 MILES+ A ELECTRICITY TO SILENCER UNIVERSITY i ENGINE EXHAUST MI 11 H A.. GAS CONVERSION SYSTEM 1.0MW ENGINE/GENERATOR SET {00018638.DOC 2-I24) �1' ' asp are � Ill ` ,. , „Iti ao a° ti s vtiv�� ' r 4► gI000) III ff #*1,' .r.0") .I! iik� ,�'. ;� aa�ar)w�a�irn�in � �," � ��+�,� � '���� "'PMT '"`�, IF fi• doavNOa a6 Ana aQV.,,., ' 1 a �> - � , itiHy _{aN(n f yaHnrac�i �"� v° �- 'T �q - ' .. . dS lltH l.3dtlf{� a4"v''i'; 21i,{ �l` 0 Yl �adffH� , parr rumli H321179 calV■ 1'at i SA inivi% �`F'� vro W. �r �# 1��. �r. dlaou .4. " ' ' s°:err rxr w,? a 1�,Y'ir+' :�v i► �lneja ' * �, '"' '�t *4* 'Mr'+ry.'• a ,,„r—""--iiitki441 tiegli_oltIgis4..--. -..- Y Y @s t�: ly �+t' �fi :. MM.+wr �HL3i�N3N i� ,: ,„.,..d.,0,..„,„ air. .„, .-r',:z7,,,f1!:::._.. :_,,',: . .., ,, sailitli 1 ' ii. - ,4,...11 ,,,., °y ► 'sTyr 2fLVt11i1fA iwryd y 't' .. ,,., :, ofrAtilleir tear *sot, egoir,,. I IM. c, didi Apia L.,,,,, ' ..-to,i, 6, : ....... ...„..: ,, iii ;14„ .._. '..,,,.....,''''.--, '-. f. '-iiirdir - .dhp..„La �it'l'l TI 'l7H 77cbH" °p j Pt"ry© on ._ 'Ir �kdtAyr , ,,,,,; , _Ito ...iii. „iiiik ila A * I . ', y bVribe dd ��1 ♦! i,�tPy alnbrlca� �v �,��I � 1 l}dbVD t 3131d p MR. t,,,,„. ..,, --....7„ Exhibit C cont. Description of Easements Property ID Number Approximate Location Approximate Length Type of Use Approximate Width of Approximate Width of of Easement on Parcel of Easement on Parcel Permanent Easement Construction Easement 9870662911 (County southeast corner of Landfill Gas Pipe, 6"to Landfill site,south property 1,500 linear feet(LF1 12"diameter 10 LF 20 LF section) 9870751483 parallel to north Landfill Gas Pipe,6"to property line 350 LF 12" diameter 10 LF 20 LF 9870855283 parallel to north Landfill Gas Pipe, 6"to property line and east 3,000 LF 12"diameter 10 LF 20 LF property line 9880008527 parallel to north Landfill Gas Pipe,6"to (Homestead Road) property line,adjacent 12"diameter,and to roadway 1,200 LF Electrical/telecomm 20 LF 3OLF ductbank and vaults {00018638.DOC 24-24} • Exhibit D Approvals Landfill Site Solid waste permit Air permit for flare Duke Energy -New Service Pipeline North Carolina Utilities Commission(NCUC) Town of Chapel Hill Dept North Carolina Department of Transportation Orange County—Easements Duke Energy—Easements DeptNorth Carolina Department of Insurance North Carolina State Construction Office Dept. ofNorth Carolina Department of Environment and Natural Resources Norfolk Southern Railroad Gas Conversion Building Town of Chapel Hill—Zonin• Corn s liance Permit ZCP) Dept,North Carolina Department of Insurance North Carolina State Construction Office Air Permit for engine Dept-etNorth Carolina Department of Environment and Natural Resources Orange Wat-r . d Sewer Authority(OWASA) {00018638.DOC 2-124} Exhibit E Calculations demonstrating that Landfill is not subject to NSPS (see attached) {00018638.DOC 21241 ALMES & ASSOCIATES, INC. coP� CONSULTING ENGINEERS 11 COMM�.,NW ACTH COURT, SUITE 7 C4. CA V, �:C 2751"-446d PHONE: (919)319-1187 TAX: (919)48':-1822 August 25, 1998 Project No: R97-945-595 Mr.Thomas C. Allen, II Environmental Engineering Supervisor NC DEHNR Division of Air Quality P.O. Box 29580 Raleigh, North Carolina 27626-0580 Transmittal Recalculation of NMOC Emissions for Title V Applicability Orange Regional Landfill (MSWLF Permit No. 68-01) Chapel Hill,North Carolina Dear Mr. Allen: On behalf of the Town of Chapel, North Carolina, Almes & Associates, Inc. (ALMES)has recalculated the rate of past and future Non-Methane Organic Compound(NMOC)emissions for the Orange Regional Landfill. The Landfill is composed of two distinct MSW disposal units located on separate tracts bisected by Eubanks Road. The Northern and Southern itr1SW disposal units of the Orange Regional Landfill have been considered a single emissions source in our evaluations. This work fulfills the requirements of the second option stated in your letter to Orange Regional Landfill dated December 1, 1997. Specifically,those options were to either: 1) submit an application for a Title V operating permit or 2) submit additional landfill documentation and recalculation of NMOC emissions demonstrating that the solid waste facility's potential to emit regulated air pollutants is below the 100 ton/year Title V applicability threshold. The North Carolina Department of Environment&Natural Resources, Division of Air Quality's (DAQ) request for further facility documentation and/or permitting was based on the results of the DAQ's calculations of late 1997. The DAQ's calculations, based on information provided in the Initial Design Capacity Report, suggested elevated landfill air emissions rates for Orange Regional Landfill (Table 1). A general time extension was granted by the DAQ to a number of MS\V landfills, including Orange Regional Landfill, following concerns with the short response period, the accuracy of the DAQ's December landfill emission estimates, and potential for misinterpretation of the data presented in the Initial Design Capacity Report. Most notable, the DAQ's calculations were_. partially based on the very conservative model and default gas generation factors promulgated to evaluate NSPS applicability rather than the AP-42 default factors published for Title V purposes. Mr. Thomas C.Allen, 11 NC DEHNR DAQ August 25, 1998 Page 2 We understand that the DAQ will now accept recalculated NMOC emissions using the U.S. EPA's AP-42 emissions factors and the LandWin emissions modeling computer program developed by U.S. EPA for gas emissions estimation. Neither were used in the original calculations performed by the DAQ. Please note that our estimate of the in-place MSW waste volume for the Northern disposal unit has been substantially reduced from that previously reported. Further research into the disposal records and history of the northern site documented that substantial volumes of inert material were placed in the northern Iandfill. The inert wastes, identified by class,tonnage, and year in the attached spreadsheet, (Table 2), were excluded for the gas generation calculation. Recalculation of NMOC emissions were performed for the combined VISW disposal units using the LundWin model. This simple computer program was developed specifically for estimating MS W landfill gas generation rates under the New Source Performance Standards and Emission Guidelines for Municipal Solid Waste Landfills (NSPS). The landfill gas emission model is based on a first-order decomposition rate equation that estimates annual emissions over a period of time based on the input of site variables and established default values specified by the user. The Land Win software uses identical equations to the methods used by the DAQ in their calculations, by Orange Regional Landfill staff in preparing the Initial Capacity Report, and by ALMES in their demonstrating the non-applicability of NSPS to this site. The calculations are sensitive to the gas generation rate factors,e.g. whether the NSPS/Clean Air Act(CAA) default parameters or the US EPA's AP-42 emissions factors are used. The current AP-42 emissions factors for MSW landfill gas generation as referenced in the US EPA literature are as follows: k = 0.04 I/yr L„ = 4411 ft3 CH4/Mg of waste in place CN-moc = 2420 ppmv as hexane(co-disposal) = 595 ppmv as hexane (no co-disposal). The recalculated NMOC emission rates for northern, southern, and combined MSW units are presented in Table 1. Gas generation rate estimates were compacted for NMOC's using both the AP-42 and NSPS/CAA emissions factors for comparison. These emissions modeling results are presented in Attachments A and B, respectively. The emissions analysis demonstrates that actual NMOC emissions are currently well below the 100 ton/year threshold established by the DAQ to trigger the Title V operating. permit program. The calculations further show that predicted NMOC emissions are considerably below those previously calculated by the DAQ based on NSPS defaults. Recalculated NMOC values for the Orange Regional Landfill document that the landfill's potential to emit is well below all applicable regulatory thresholds for the currently permitted waste footprint and design capacity. Substantial future expansion would be required at the site to approach the regulatory limit on. emissions. Note that the Orange Regional Landfill is currently operating in a new lined Subtitle ALMES&ASSOCIATES.INC. CONSULTING ENGINEERS P:\Documents\ChapHill•595\R97-945■297?45.Allen.y A„.?-2:-9S.dcc R97-945-595 - Mr. Thomas C. Allen, II NC DEHNR DAQ August 25, 1998 Page 3 D landfill with a permitted capacity of 700,000 tons. The attached summary table, Table 1, compares ALMES' calculations, using both CAA and AP- 42 parameters, to the original calculations performed by the DAQ. Based on our calculations (Attachment A& B),the Orange Regional Landfill should not be subjected to either the Title V permitting or NSPS emissions control requirements. The Orange Regional Landfill will be required to obtain a Title V air quality permit only if NMOC emissions reach 100 tons/year. The only warranty or guarantee made by ALMES in connection with services performed for this project is that such services were performed with the care and skill ordinarily exercised by reputable members of the profession practicing under similar conditions at the same time and the , same or similar locality. No other warranty expressed or implied, is made or intended by rendition of these consulting services or by furnishing oral or written reports of the findings made. ALMES appreciates the opportunity to submit these calculations to the DAQ on behalf of the Town of Chapel Hill. Please feel free to contact us in our Cary, NC office ((919) 319-1187) at your earliest convenience should you have any questions or comments. Thank you in advance for you assistance in this matter. Sincerely, Y ALMES & ASSOCIATES, INC. CAR 04 CONSULTING ENGINEERS `, 0 43FES all William S.Almes, P.E. �hG+� e;..��`'�: Project Manager �',�,/AM S. p,'•�`�� �,!llirIfl'I" .&11441.a/liott444a444t____ Graham H. Simmerman, Jr., P.G. Engineering Geologist GHS/WSA/Ih cc: Gayle Wilson, Town of Chapel Hill Mike Meagher,Town of Chapel Hill R97-945-595 File Attachments ALAAES&ASSOCIATES,INC. CONSULTING ENGINEERS P:1Documentr\CMpHill-5951297-Say\R9 9a5_4:1e^:CkCB•is-9°.d c R97-945-595 - _ Mr. Thomas C. Allen, II NC DEHNR DAQ August 25, 1998 Page 4 Table 1 Recalculation of NMOC Emissions Orange Regional Landfill,North Carolina (Permit No. 68-01) The following is a summary of NMOC values calculated by NC DAQ using NSPS/CAA emission factors and those calculated using both NSPS/CAA and AP-42 emission factors. NC DAQ officials have tentatively approved the use of the AP-42 emission factors recommended by the US EPA. The calculations were performed using the US EPA LandW in model ' computer program developed for US EPA. Output sheets for the recalculated emissions are presented in Attachments A & B. Northern Southern Total Unit Unit Landfill MSW Design Capacity 891.550 Mg9 770,000 Mg 1,661,550 Mg (810,500 tons) (700,000 tons) (1,510,500 tons) Years of Operation 1972-1995 1995-2006 1972-2006 Max.NMOC generation rate (per NC DAQ calculations) 1,447 Mg/year (1,315 tons/year) Max. NMOC generation rate 133.8 Mg/year in 1995 1318 Mg/year in 2006 209.9 Mg/year in 2006 (New calculations using CAA) 121.6(tnns/year) 120.7(tons/year) I90.8(tons/year) Max.NMOC generation rate 12.5 Mg/year in 1995 12.1 lvig/year in 2006 20,2 Mg/year in 2006 (ALMES calculations using AP 42) 11.4(tons/year) l 1.0(tons/year) 18.37(tons/year) Notes: Multiply Mg (megagrams) by 1.1 to convert to tons. Landfill Air Emissions Estimation Model,Windows Version 1.0, US Environmental Protection Agency, Control Technology Center,Research Triangle Park,NC, March 1996. AWES&ASSOCIATES,INC. CONSULTING ENGINEERS P-\O)ocumentAChapFtlI1-595VR97-945 V97.945.AFen.i:AQ.325-5P.doc R77-945.595 Orange Regional Landfill Clean Air Act Permitting Calculations North Area -Waste Tonnages & Percentages of lnerts Fiscal Total MSV C&D Waste Buried Other Buried Inert Wastes Total Buried Diverted Inert Waste.Total All Total MSW Total Year Buried Clean Mixed Tires Ash Brush Asbestos Waste Tires Brush Waste Waste C&D only 72 26,918 13,682 200 5,000 45,800 45,800 31,768 13,882 73 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 74 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 75 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 76 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 77 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 78 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 79 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 80 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 81 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 82 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 83 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 84 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 85 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 86 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 87 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 88 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 89 26,918 13,682 5,000 2,000 47,600 200 47,800 31,768 13,682 6/90-5/91 57,705 5,020 22,560 0 6,820 2,740 45 94,890 225 95,115 57,705 27,580 6191-5192 78,644 0 39,974 0 23,522 2,318 117 144,575 200 2,500 147,275 78,644 39,974 6/92-5/93 63,420 ' 1,990 32,515 0 26,375 0 35 124,335 265 2,305 126,905 63,420 32,515 6/93-5/94 65,150 13,850 12,920 0 29,115 0 0 121,035 755 3,925 125,715 65,150 12,920 6/94-5/95 61,060 0 32,285 0 30,815 0 0 124,160 1,515 4,230 129,905 61,060 32,285 6/95-5/96 0 0 31,205 0 36,240 0 0 67,445 915 4,915 73,275 0 31,205 6/96-5/97 0 0 33,860 0 15,330 0 0 49,190 1,055 33,575 83,820 0 33,860 6/97-5/98 0 0 30,168 0 0 0 0 30,168 1,097 6,387 37,652 0 30,168 810,503 20,860 481,783 3,400 258,217 25,058 197 1,599,998 6,227 57,837 1,664,062 897,803 486,783 Notes: In-place waste volume for northern landfill remains 1.6 million tons. In-place waste density of 1,000 lbs/cubic yard and a waste to soli cover ratio of 4 to 1 assumed. Waste class Wages proir to truckscale Installation (1990)were estimated based on early disposal history,waste class percentage trends, and total waste fill volume. Estimates are as follows: 484,534tons equal appoximately 26,918 tons/year over 18 years(1972 through 1990); 246,276 tons equal appoximately 13,682 tons/year over 18 years(1972 through 1990); 3,400 tons equal appoximately 200 tons/year over 17 years(1972 through 1990);and 20,000 tons equal appoximately 200 tons/year over 10 years(1979 through 1990). The propotions of MSW to C&D wastes were assumped to be 86.3 to 33.7 percent by weight. Orange Regional Landfill, North Carolina NMOCs NSPS/CAAA Landfill Air Emissions Estimate AP-42 Combined Northern& Southern Landfill Tract Emissions Clear Air Act-Title V Applicability Report AP-42 Landfill Gas Generation Defaults Prepared by G. Sinunerman Date: 8/20/98 Source File: : C:IMYFILES\LFGAS\ORANGE\ORANGEAP.PRM Model Parameters La : 124.91 m^3/Mg k : 0.0400 1/yr NMOC : 595.00 ppmv Methane: 50.0000% volume Carbon Dioxide : 50.0000% volume Landfill Parameters Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity : 1370305 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Model Results NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 1973 2.442E+04 5.204E-01 1.452E+02 1974 4.884E+04 1.020E+00 2.847E+02 1 975 7.326E+04 1.501E+00 4.187E+02 1976 9.768E+04 1.962E+00 5.475E+02 1977 1.221E+05 2.406E+00 6.712E+02 1978 1.465E+05 2.832E+00 7.901E+02 1979 1.709E+05 3.241E+00 9.043E+02 1980 1.954E+05 3.635E+00 1.014E+03 1981 2.198E+05 4.013E+00 1.119E+03 1982 2.442E+05 4.376E+00 1.221E+03 - 1983 2.686E+05 4.724E+00 1.318E+03 1984 2.930E+05 5.060E+00 1.412E+03 1985 3.175E+05 5.382E+00 1.501E+03 1986 3.419E+05 5.691E+00 1.588E+03 Orange County Landfill,North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs 'Page 2 of 4 Combined Northern& Southern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 1987 3.663E+05 5.988E+00 1.671E+03 1988 3.907E+05 6.274E+00 1.750E+03 1989 4.151.E+05 6.548E+00 1.827E+03 1990 4.396E+05 6.812E+00 1.900E+03 1991 4.919E+05 7.661E+00 2.137E+03 1992 5.632E+05 8.881E+00 2.478E+03 1993 6.208E+05 9.759E+00 2.722E+03 1994 6.799E+05 1.064E+01 2.967E+03 1995 7.353E+05 1.140E+01 3.180E+03 1996 7.879E+05 1.207E+01 3.368E+03 1997 8.410E+05 1.273E+01 3.552E+03 1998 8.964E+05 1.341E+01 3.742E+03 1999 9.544E+05 1.412E-01 3.940E+03 2000 1.012E+06 1.481E+01 4.131E+03 2001 1.070E+06 1.546E+01 4.313E+03 2002 1.128E+06 1.609E+0l 4.489E+03 2003 1.186E+06 1.670E+01 4.658E+03 2004 1.244E+06 1.728E+01 4.820E+03 2005 1.302E-1-06 1.784E+01 4.976E+03 2006 1.360E+06 1.837E+01 5.126E+03 2007 1.370E+06 1.786E+01 4.984.E+03 2008 1.370E+06 1.716E+01 4.788E+03 2009 1.370E+06 1.649E+01 4.600E+03 2010 1.370.E+06 1.584E+01 4.420E+03 2011 1.370E+06 1.522E+01 4.247E+03 2012 1.370E+06 1.463E+01 4.080E+03 2013 1.370E+06 1.405E+01 3.920E1-03 2014 1.370E+06 1.350E+01 3.766E+03 2015 1.370E+06 1.297E+01 3.619E+03 2016 1.370E+06 1.246E+01 3.477E+03 2017 1.370E+06 1.197E+01 3.341E+03 2018 1.370E+06 1.150E+01 3.210E-03 2019 1.370E+06 1.105E+01 3.084E+03 2020 1.370E+06 1.062E+01 2.963E+03 2021 1.370E+06 1.020E-01 2.847E+03 2022 1.370E+06 9.804E+00 2.735E+03 2023 1.370E+06 9.4I9E+00 2.628E+03 2024 1.370E+06 9.050E+00 2.525E+03 Orange County Landfill,North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 3 of 4 Combined Northern&Southern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mgfyr) (Cubic m/yr) 2025 1.370E+06 8.695E+00 2.426E+03 2026 1.370E+06 8.354E+00 2.331E+03 2027 1.370E+06 8.027E+00 2.239E+03 2028 1.370E+06 7.712E-00 2.151E+03 2029 1.370E+06 7.409E+00 2.067E+03 2030 1.370E+06 7.119E+00 1.986E+03 2031 1.370E+06 6.840E+00 1.908E+03 2032 1.370E+06 6.572E+00 1.833E+03 2033 1.370E+06 6.314E+00 1.761E+03 2034 1.370E+06 6.066E+00 1.692E+03 2035 1.370E+06 5.828.E+00 1.626E+03 2036 1.370E+06 5.600E+00 1.562E+03 2037 1.370E+06 5.380E+00 1.501E+03 2038 1.370E+06 5.169E+00 1.442E+03 2039 1.370E+06 4.967E+00 1.386E+03 2040 1.370E+06 4.772E+00 1.331E+03 2041 1.370E+06 4.585E+00 1.279E+03 2042 1.370E+06 4.405E+00 1.229E+03 2043 1.370E+06 4.232E+00 1.181E+03 2044 1.370E+06 4.066E+00 1.134E+03 2045 1.370E+06 3.907E+00 1.090E-03 2046 1.370E+06 3.754E+00 1.047-03 2047 1.370E+06 3.607E+00 1.006E+03 2048 1.370E+06 3.465E+00 9.667E+02 2049 1.370E+06 3.329E+00 9.288E+02 2050 1.370E+06 3.199E-00 8.924E+02 2051 1.370E+06 3.073E+00 8.574E+02 2052 1.370E+06 2.953E+00 8.238E+02 2053 1.370E+06 2.837E+00 7.915E+02 2054 1.370E+06 2.726E+00 7.604E+02 2055 1.370E+06 2.619E+00 7.306E+02 2056 1.370E+06 2.516E+00 7.020E+02 2057 1.370E+06 2.418E+00 6.745E+02 2058 1.370E+06 2.323E+00 6.480E--02 2059 1.370E+06 2.232E+00 6.226E-02 2060 1.370E+06 2.144E+00 5.982E-02 2061 1.370E+06 2.060E+00 5.747E-02 2062 1.370E+06 1.979E+00 5.522E-02 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: N'VIOCs Page 4 of 4 Combined Northern&Southern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 2063 1.370E+06 1.902E+00 5.305E+02 2064 1.370E+06 1.827E+00 5.097E+02 2065 1.370E+06 1.756E+00 4.898E+02 2066 1.370E+06 1.687E+00 4.705E+02 2067 1.370E+06 1.621E+00 4.521E+02 Projected NMOC Emissions 100E+01 , ., 1,80E+01 7: „ ... . , / •,.. 1.60E+01 I tT1 1.40E+01 .-- . ' P / / 1.20E+01 / ... Cl) / / )•-•• . 0 1.00E+01 - - .,, ... c) . .s. . .,... • , 8.00E+00 • - - i . ... IC4 6,00E+00 ••••••••: ..,„ .„., / ..„ .‘• , -..... 4,00E+00 .---..... ,, .................. / ........... , ................. si 2.00E+00 ,. .................._ . „ / 0.00E+00 iiiiintrici::.,.!.! ! . -TrininInam-r7 :: i! :..•:„. . :- 1. i.,:::• iiiiii:: .... 'i. IFITM11-117111171MTMITIMMITIMITnriatiMill 197C1 9751 98C1 9851 99C1 995200c2005201 C201 5202C2025203C2035264C204520502055206020652070 Year Orange Regional Landfill, North Carolina NMOCs NSPS/CAAA Landfill Air Emissions Estimate CAAA Combined Northern& Southern Landfill Tract Emissions Clear Air Act- Title V Applicability Report CAAA Landfill Gas Generation Defaults Prepared by: G. Simmerman Date: 8/20/98 Source File: C:I MYFILES IT.FGASIORANGEIORANGECA.PRM Model Parameters Lo : 169.90 m^3 /Mg k : 0.0500 1/yr NMOC :4000.00 ppmv Methane : 50.0000 % volume Carbon Dioxide : 50.0000 % volume Landfill Parameters Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity : 1370305 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Model Results NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic mlyr) 1973 2.442E+04 5.949E+00 1.660E+03 1974 4.884E+04 1.161E-01 3.238E+03 1975 7.326E+04 1.699E+01 4.740E+03 1976 9.768E+04 2.211E+01 6.168E+03 1977 1.221E+05 2.698E+01 7.527E+03 1978 1.465E+05 3.161E+01 8.819E+03 1979 1.709E+05 3.602E+01 1.005E+04 1980 1.954E+05 4.021E+01 1.122E+04 1981 2.198E+05 4.420E-01 1.233E+04 1982 2.442E+05 4.799E+01 1.339E+04 1983 2.686E+05 5.160E+01 1.440E+04 1984 2.930E+05 5.503E+01 1.535E+04 1985 3.175E+05 5.830E+01 1.626E+04 1986 3.419E+05 6.140E+01 1.713E+04 Orange County Landfill,North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 2 of 4 Combined Northern&Southern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/),T) 1987 3.663E+05 6.436E+01 1.795E+04 1988 3.907E+05 6.717E+01 1.874E+04 1989 4.151E+05 6.984E+01 1.948E+04 1990 4.396E+05 7.238E+01 2.019E+04 1991 4.919E+05 8.160E+01 2.277E+04 1992 5.632E+05 9.500E+01 2.650E+04 1993 6.208E+05 1.044E+02 2.912E+04 1994 6.799E+05 1.137E+02 3.172E+04 1995 7.353E+05 1.216E+-02 3.394E-04 1996 7.879E+05 1.285E+02 3.586E-04 1997 8.4101:+05 1.352E+02 3.772E+04 1998 8.964E+05 1.421E+02 3.964E+04 1999 9.544E+05 1.493E+02 4.165E+04 2000 1.012E+06 1.561E+02 4.356E+04 2001 1.070E+06 1.627E+02 4.538E+04 2002 1.128E+06 1.689E+02 4.711E+04 2003 1.186E+06 1.747E -02 4.875E+04 2004 1.244E+06 1.804E+02 5.032E+04 2005 1.302E+06 1.857E+02 5.180E+04 2006 1.360E+06 1.908E+02 5.322E+04 2007 1.370E+06 1.839E+02 5.130E--04 2008 1.370E+06 1.749.E+02 4.879E-r04 2009 1.370E+06 1.664E+02 4.641E+04 2010 1.370E+06 1.583.E+02 4.415E+04 2011 1.370E+06 1.505E+02 4.200E+04 2012 1.370E+06 1.432E+02 3.995E+04 2013 1.370E+06 1.362E+0Z 3.800E+04 2014 1.370E+06 1.296E+02 3.615E+04 2015 1.370E+06 1.233E+02 3.438E+04 2016 1.370E+06 1.172E+02 3.271E+04 2017 1.370E+06 1.115E+02 3.111E+04 2018 1.370E+06 1.061E+02 2.960E+04 2019 1.370E+06 1.009E+02 2.815E+04 2020 1.370E+06 9.599E+01 2.678E+04 2021 1.370E+06 9.131E+01 2.547E+04 2022 1.370E+06 8.685E+01 2.423E+04 2023 1.370E+06 8.262E+01 2.305E+04 2024 1.370E+06 7.859E+01 2.192E+04 Orange County Landfill,North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 3 of 4 Combined Northern& Southern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 2025 1.370E+06 7.476E+01 2.086E-04 2026 1.370E+06 7.111E+01 1.984E--04 2027 1.370E+06 6.764E+01 1.887E-04 2028 1.370E+06 6.434E+01 1.795E+04 2029 1.370E+06 6.120E+01 1.707E+04 2030 1.370E+06 5.822E+01 1.624E+04 2031 1.370E+06 5.538E+01 1.545E+04 2032 1.370E+06 5.268E+01 1.470E+04 2033 1.370E+06 5.011E+01 1.398E--04 2034 1.370E+06 4.767E+01 1.330E-04 2035 1.370E+06 4.534E+01 1.265E+04 2036 1.370E+06 4.313.E+01 1.203E+04 2037 1.370E+06 4.103E+01 1.145E+04 2038 1.370E+06 3.903E+01 1.089E+04 2039 1.370E+{6 3.712E+()1 1.036E+04 2040 1.370E+06 3.531E+01 9.851E+03 2041 1.370E+06 3.359E+01 9.371E+03 2042 1.370E+06 3.195E+01 8.914E+03 2043 1.370E+06 1039E+01 8.479E+03 2044 1.370E+06 2.891E+01 8.066E+03 2045 1.370E+06 2.750E+01 7.672E+03 2046 1.370E+06 2.616E+01 7.298.E-03 2047 1.370E+06 2.488E+01 6.942E+03 2048 1.370E+06 2.367E+01 6.604E+03 2049 1.370E+06 2.252E+01 6.282E+03 2050 1.370E+06 2.142E+01 5.975E+03 2051 1.370E+06 2.037E+01 5.684E+03 2052 1.370E+06 1.938E+01 5.407E+03 2053 1.370E+06 1.843E+01 5.143E=03 2054 1.370E+06 1.754E+01 4.892E-03 2055 1.370E+06 1.668E+01 4.653E-03 2056 1.370E+06 1.587E+01 4.426E+03 2057 1.370E+06 1.509E--01 4.211E+03 2058 1.370E+06 1.436E+01 4.005E+03 2059 1.370E+06 1.366E-01 3.810E+03 2060 1.370E+06 1.299E+01 3.624E+03 2061 1.370E+06 1.236E+01 3.447E+03 2062 1.370E+06 1.175E+01 3.279E+03 Orange County Landfill,North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 4 of 4 Combined Northern& Southern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 2063 1.370E+06 1.118E+01 3.119E-03 2064 1.370E+06 1.064E+01 2967E+03 2065 1.37011+06 1.012E+01 2.822E+03 2066 1.370E+06 9.624E+00 2.685E+03 2067 1.370E+06 9.154E+00 2.554E+03 • Projected NMOC Emissions 2.00E+02 1.80E+02 / • . „ • • 1,60E-F02 tgi 1.40E-F02 1.20E+02 CI) 1.00E+02 - 8,00E+01 .• • • tg 6.00E+01 --- • 4.00E+01 • 2.00E+01 ... ............. 7 ,• -..... ... ..... 0.00E+00 -' 7TTIT177 --Ii!.. I 1.! •. • •: • -:11H11m11111 -- ...qTrniwl1iliruujiiiiiiiii1iinfliiq 197C1 9751 98C1 9851 99C1 9 95200C20052 0 1 C201 5202C2 0252 03 C2035204C204520502055206020652070 Year Orange Regional Landfill, North Carolina , NMOCs NSPS/CAAA Landfill Air Emissions Estimate AP-42 Combined Northern Landfill Tract Emissions Clear Air Act- Title V Applicability Report AP-42 Landfill Gas Generation Defaults Prepared by: C. Simmerman Date: 8120198 Source File: : C:I MYFILES ILFGASIORANGE\NORANGAP.PRM Model Parameters La : 124.91 m^31 Mg k : 0.0400 1/yr NMOC : 595.00 ppmv Methane : 50.0000%volume Carbon Dioxide: 50.0000% volume Landfill Parameters Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity : 735276 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Model Results NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yT) (Cubic m/yr) 1973 2.442E+04 5.204E-01 1.452E+02 1974 4.884E+04 1.020E+00 2.847E+02 1975 7.326E+04 1.501E+00 4.187E+02 1976 9.768E+04 1.962E+00 5.475E+02 1977 1.221E+05 2.406E+00 6.712E+02 1978 1.465E+05 2.832E+00 7.901E+02 1979 1.709E+05 3.241E+00 9.043E+02 1980 1.954E+05 3.635E+00 1.014E+03 1981 2.198E+05 4.013E+00 1.119E+03 1982 2.442E+05 4.376E+00 1.221E+03 1983 2.686E+05 4.724E+00 1.318E+03 1984 2.930E+05 5.060E+00 1.412E+03 1985 3.175E+05 5.382E+00 1.501 E--03 1986 3.419E+05 5.691E+40 1.588E+03 Orange County Landfill,North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 2 of 4 Northern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 1987 3.663E+05 5.988E+00 1.671E+03 1988 3.907E+05 6.274E+00 1.750E+03 1989 4.151E+05 6.548E+00 1.827E+03 1990 4.396E+05 6.812E+00 1.900E+03 1991 4.919E+1)5 7.661E+00 2.137E+03 1992 5.632E+05 8.881E+00 2.478E+03 1993 6.208E+05 9.759.E+0U 2.722E+03 1994 6.799E+05 1.064E+01 2.967E+03 1995 7.353E+05 1.140E+01 3.180E-03 1996 7.353E+05 1.095E+01 3.055E+03 1997 7.353E+05 1.052E+01 2.936E+03 1998 7353E+05 1.011E+01 2.820E+03 1999 7.353E+05 9.714E+00 2.710E+03 2000 7.353E+05 9.333E+00 2.604E+03 2001 7.353E+15 8.967E+40 2.502E+03 2002 7.353E+05 8.615E+00 2.403E+03 2003 7.353E+05 8.277E+00 2.309E+03 2004 7.353E+05 7.953E+00 2.219E+03 2005 7.353E+05 7.641E+00 2.132E+03 2006 7.353E+05 7.341E+00 2.048E+03 2007 7.353E+05 7.053E+00 1.968E+03 2008 7.353E+05 6.777E+00 1.891E+03 2009 7.353E+05 6.511E+00 1.817E+03 2010 7.353E+05 6.256E+00 1.745E+03 2011 7.353E+05 6.011E+00 1.677E+03 2012 7.353E+05 5.775E+00 1.611E+03 2013 7.353E+05 5.548E+00 1.548E+03 2014 7.353E+05 5.331E+00 1.487E+03 2015 7.353E+05 5.122E+00 1.429E+03 2016 7.353E+05 4.921E+00 1.373E+03 2017 7.353E+05 4.728E+00 1.319E+03 2018 7.353E+05 4.543E+00 1.267E+03 2019 7.353E+05 4.365E+00 1.218E+03 2020 7.353E+05 4.193E+00 1.170E+03 2021 7.353E+05 4.029E+00 1.124E-03 2022 7.353E+05 3.871E+00 1.080E-03 2023 7.353E+05 3.719E+00 1.038E-03 2024 7.353E+05 3.573E+00 9.969E+02 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 3 of 4 Northern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 2025 7.353E+05 3.433E+00 9.578E+02 2026 7.353E+05 3.299E+00 9.203E+02 2027 7.353E+05 3.169E+00 8.842E+02 2028 7.353E+05 3.045E+00 8.495E+02 2029 7.353E+05 2.926E+00 8.162E+02 2030 7.353E+05 2.811E+00 7.842E+02 2031 7.353E+05 2.701E+00 7.535E+02 2032 7.353E+05 2.595E+00 7.239E+02 2033 7.353E+05 2.493E+00 6.955E+02 2034 7.353E+05 2.395E+00 6.683E+02 2035 7.353E+05 2.301E+00 6.421E+02 2036 7.353E+05 2.211E+00 6.169E+02 2037 7.353E+05 2.124E+00 5.927E+02 2038 7.353E+05 2.041E+00 5.694E+02 2039 7.353E+05 1.961E+00 5.471E+02 2040 7.353E+05 1.884E+00 5.257E+02 2041 7.353E+05 1.810E+00 5.051E+02 2042 7.353E+05 1.739E+00 4.853E+02 2043 7.353E+05 1.671E+00 4.662E+02 2044 7.353E+05 1.606E+00 4.479E+02 2045 7.353.E+05 1.543E+00 4.304E+02 2046 7.353E+05 1.482E+00 4.135E+02 2047 7.353E+05 1.424E+00 3.973E+02 2048 7.353E+05 1.368E+00 3.817E+02 2049 7.353E+05 1.315E+00 3.667E+02 2050 7.353E+05 1.263E+00 3.524E+02 2051 7.353E+05 1.214E+00 3.385E+02 2052 7.353E+05 1.166E+00 3.253E+02 2053 7.353E+05 1.120E+00 3.125E+02 2054 7.353E+05 1.076E+00 3.003E+02 2055 7.353E+05 1.034E+00 2.885E+02 2056 7.353E+05 9.935E-01 2.772E+02 2057 7.353E+05 9.546E-01 2.663E+02 2058 7.353E+05 9.172E-01 2.559E+02 2059 7.353E+05 8.812E-01 2.458E+02 2060 7.353E+05 8.466E-01 2.362E+02 2061 7.353E+05 8.134E-01 2.269E+02 2062 7.353E+05 7.815E-01 2.180E+02 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs • Page 4 of 4 Northern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults N OC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 2063 7.353E+05 7.509E-01 2.095E+02 2064 7.353E+05 7.215E-01 2.013E+02 2065 7.353E+05 6.932E-01 1.934E-02 2066 7.353E+05 6.660E-01 1.858E+02 2067 7.353E+05 6.399E-01 1.785E+02 Projected NIMOC Emissions 1.20E+01 1.10E+01 - •;_ 1.00E+01 9.00E-H30 7 • 8.00E-H30 = 7.00E+00 ---= • CA )-••• CD 6.00E+00 can 5.00E+00 • — ,/ • 4.00E-H30 . 7C4 ,• • 3.00E+00 2.00E+00 — = ........ .... .......... 1.00E+00 -= 0.00E+00 • : 1 11111.1111Hi• 11111:' 1 97C1 9751 98C1 9851 99C1 995200C2005201 C201 5202C2025203C203 5204C204520502055206020652070 Year Orange Regional Landfill, North Carolina NMOCs • NSPS/CAAA Landfill Air Emissions Estimate CAAA Northern Landfill Tract Emissions Clear Air Act- Title V Applicability Report CAAA Landfill Gas Generation Defaults Prepared by. G. Simmerman Date: 8/20/98 Source File: C:IMYFILES ILFGAS\ORANGEINORAiNGCA.PRM Model Parameters Lo : 169.90m^3/Mg k : 0.0500 1/yr NMOC :4000.00 ppmv Methane : 50.0000%volume Carbon Dioxide : 50.0000 %volume Landfill Parameters Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity: 735276 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Model Results NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 1973 2.442E+04 5.949E+00 1.660E+03 1974 4.884E+04 1.161E-01 3.238E+03 1975 7.326E+04 1.699E+01 4.740E+03 1976 9.768E+04 2.211E+01 6.168E+03 1977 1.221E+05 2.698E+01 7.527E+03 1978 1.465E+05 3.161E+01 8.819E+03 1979 1.709E+05 3.602E+01 I.005E+04 1980 1.954E+05 4.021E+01 1.122E+04 1981 2.198E+05 4.420E+01 1.233E+04 1982 2.442E+05 4.799E+01 1.339E+04 1983 2.686E+05 5.160E+01 1.440E+04 1984 2.930E+05 5.503E-01 1.535E+04 1985 3.175E+05 5.830 - 0l 1.626E+04 1986 3.419E4-05 6.14E+01 1.713E+04 Orange County Landfill,North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NIV1OCs Page 2 of 4 Northern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/),7r) (Cubic m/yr) 1987 3.663E+05 6.436E+01 1.795E+04 1988 3.907E+05 6.717E+01 1.874E+04 1989 4.151E+05 6.984E+01 1.948E+04 1990 4.396E+05 7.238E+01 2.019E+04 1991 4.919E+05 8.160E+01 2.277E+04 1992 5.632E+05 9.504E+01 2.650E+04 1993 6.208E+05 1.044E+02 2.912E+04 1994 6.799E+05 1.13'7E+02 3.172E+04 1995 7.353E+05 1.216E+02 3.394E+04 1996 7.353E+05 1.157E+02 3228E+04 1997 7.353E+05 1.101E+02 3.071E+04 1998 7.353E+05 1.047E+02 2.921E+04 1999 7.353E+05 9.959E+01 2.778E+04 2000 7.353E+05 9.473E+01 2.643E+04 2001 7.353E+05 9.011E+01 2.514E+04 2002 7.353E+05 8.572E+01 2.391E+04 2003 7.353E+05 8.154E+01 2.275E+04 2004 7.353E+05 7.756E+01 2.164E+04 2005 7.353E+05 7.378E+01 2.058E+04 2006 7.353E+05 7.018E+01 1.958E+04 2007 7.353E+05 6.676E+01 1.862E+04 2008 7.353E+05 6.350E+01 1.772E+04 2009 7.353E+05 6.041E+01 1.685E+04 2010 7.353E+05 5.746E+01 1.603E+04 2011 7.353E+05 5.466E+01 1.525E+04 2012 7.353.E+05 5.199E+01 1.450E+44 2013 7.353E+05 4.946E-1.01 1.380E+04 2014 7.353E+05 4.704E+01 1.312E+04 2015 7.353E+05 4.475E+01 1.248E+04 2016 7.353E+05 4.257E+01 1.188E+04 2017 7.353E+05 4.049E+01 1.130E+04 2018 7.353E+05 3.852E+01 1.075E+04 2019 7.353E+05 3.664E+01 1.022E+04 2020 7.353E+05 3.485E-01 9.723E+03 2021 7.353E+05 3.315E=01 9.249E+03 2022 7.353E+05 3.153E+01 8.798E+03 2023 7.353E+05 3.000E+01 8.368E+03 2024 7.353E+05 2.853E+01 7.960E+03 Orange County Landfill,North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 3of 4 Northern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 2025 7.353E+05 2.714E+01 7.572E+03 2026 7.353E+05 2.582E+01 7.203E+03 2027 7.353E+05 2.456E+01 6.852E+-03 2028 7.353E+05 2.336E+01 6.517E+03 2029 7.353E+05 2.222E+01 6.200E+03 2030 7.353E+05 2.114E+0l 5.897E+03 2031 7.353E+05 2.011E+01 5.610E+03 2032 7.353E+05 1.913E+01 5.336E+03 2033 7.353E+45 1.819E+01 5.076E+03 2034 7.353E+05 1.731E+01 4.828E+03 2035 7.353E+05 1.646E+01 4.593E+03 2036 7.353E+05 1.566E+01 4.369E+03 2037 7.353E+05 1.490E+01 4.156E+43 2038 7.353E+05 1.417E+01 3.953E+03 2039 7.353E+05 1.348E+01 3.760E+03 2040 7.353E+05 1.282E+01 3.577E+03 2041 7.353E+05 1.220E+01 3.402E+03 2042 7.353E+05 1.160E+01 3.236E+03 2043 7.353E+05 1.104E+01 3.079E+03 2044 7.353E+05 1.050E+01 2.928E+03 2045 7.353E+05 9.985E+00 2.786E+03 2046 7.353E+05 9.498E+00 2.650E+03 2047 7.353E+05 9.035E+00 2.521E+03 2048 7.353E+05 8.594E+00 2.398E+03 2049 7.353E+05 8.175E+00 2.281E+03 2050 7.353E+05 7.776E+00 2.169E+03 2051 7.353E+05 7.397E+00 2.064E+03 2052 7.353E+05 7.036E+0O 1.963E+03 2053 7.353E+05 6.693E-00 1.867E+03 2054 7.353E+05 6.367E+00 1.776E+03 2055 7.353E+05 6.056E+00 1.690E+03 2056 7.353E+05 5.761E+00 1.607E+03 2057 7.353E+05 5.480E+00 1.529E+03 2058 7.353E+05 5.213E+00 1.454E+03 2059 7.353E+05 4.958E+00 1.383E+03 2060 7.353E+05 4.717E+00 1.316E+03 2061 7.353E+05 4.487E+00 1.252E+03 2062 7.353E+45 4.268E+00 1.191E+03 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 4 of 4 Northern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 2063 7.353E+05 4.060E+00 1.133E+03 2064 7.353E+05 3.862E+00 1.077E+03 2065 7.353E+05 3.673E+00 1.025E+03 2066 7.353E+05 3.444E+00 4.748E+02 2067 7.353E+05 3.324E+00 9.273E+02 • Projected NMOC Emissions 1,30E+02 =. 1.20E+02 --1-7 • . .. 1.10E+02 • :7 I \ 1 \ 1.00E+02 \-••7 i , . = : ... .. 9.00E+01 ••••• : ,,' ... ..._ 8.00E+01 ; , \ i , 1 . o. • 7.00E+01 , ./. •. ... •, .., ,-/ .. ... 6.00E+01 / .. „. , ,,, .. 7 ... .......\ •. 4 5.00E+01 ••'.7: , / _... ..,..,.,. fQ 4.00E+01 -- /' .. •. ...... ... ... / . ., ',... 3.00E+01 E / .N..., , -......... , .......... 2.00E+01 -= / ..„................................----- 1.00E+01 -••••:::.:i .,/ ................................ 0.00E+00 -'-2:."7..' lifiTMITTITTIT-711-717TITTMTITT• . • !!IIH: Tfrill: • • . , iliiiird..liiijilliiilliiiimiifiliiiiiliiiiiiiillliil 1.97C1 9751 98C1 9851 99C1 995200C200520 I C20 1 5202C2025203C2 03 5204C204520502055206020652070 Year Exhibit F IExhibit F:Sample Calculation of Monthly Flare and Conversion Payments to Orange County I Payment for Gas Flared("Flare Payment") a x Mont Efate payment°b x ," `' ` 1 x 4 � �. y � � � � �_ '` � x ` ` c ` = '.university'.t0 County Ili a,. 1 859 $, 165 5.3 � .. °��� $ 768 Payment for Gas Converted gto Useful Energy("Conversion Payment") Monthly; "Conversion x = x + = x = = Payment"by University to County,I ($1 . ° ' ® 03 .. 3 4" ': 3:, , . 'Mt $ 9,271 Note 1: Total gas collected and flows to flare and conversion system based on 2015 projections. Total Payment I$ 10,039 I {00018638.DOC 2-1-24} Exhibit G Exhibit G:Sample Adjustments to County Payments Sam•le Ad ustments to Flare and Conversion Pa ments Based on Avers e Allowance Market Price in Relation to Forecasted Carbon Price ''�..,laa9.e,,. .\ i •. FI P Yment Adlustmmc _ ,� Average Market Price=Forecasted Carbon 18.00 18.00 0.00 Round Down -> 0 z 0.357% = 0.00% a 5.3% 5.30% x 1,656 $ 8.75 $ 768 Price Average Market Price c Forecasted Carbon 25.50 - 1000 ].50 Round Down -> 7 0.357% 2.50% 5.3% 7.80% 1,656 • $ 8.75 $ Price(0 Max Ad).) z a z 1.130 $ 362 Average Market Price AForecasted Carbon 31.50 - 18.00 ° 13.50 Round Down -> 9 x 0.357% 3.21% a 5.3% 8.51% 1,656 • 5 8.75 $ 1,233 $ 465 Prlce(>Max Ad).) x Average Market Pdce<Forecasted Carbon 14.50 - 18.00 -3.50 Round Down -> -3 • 0.35]% -1.07% ♦ 5.3% 1.23% 1,656 $ 8.75 $ 613 $ Price(<Max Ad).) x (155) Average Market Price 0 Formatted Carbon 4.50 - 18,00 -13.50 Round Down --> -9 a 0.357% - -3.21% a 5.3% 2.09% 1,656 $ 8.75 $ 302 $ (465) Price(>M44431.1 z Conversion Payment Adjustment: Average Market Price•Fnrecasted Carbon 18.00 - 18.00 0.00 pound Down -> 0 1.12% 0.00% ♦ 16.6% 16.60% x 6,383 - $ 8.75 $ 9,271 $ Price Average Market Price 0 Forecasted Carbon 25.50 - 18.00 • 7.50 Round Down -> 7 x 1.12% 7.84% a 16.6% 24.44% 6,383 $ 8.75 $ 13,650 $ 4,379 Prlce(4 Mao Ad).) x Average Market Price>Forecasted Carbon 31.50 - 18.00 = 13.50 Round Down -> 9 x 1.12% • 10.08% ♦ 16.6% 26.68% 6,383 • 5 8.75 5 14,901 $ 5,630 Price(>Max Ad).) x Average Market Print n Forecasted Carbon 14.50 - 18.00 -3.50 pound Down -> -3 1.12% -3.38% 16.6% 13.24% 6,383 Pdce(<Max Ad).i z a x $ 8.75 $ 7,395 $ (1,877) Average Market Pdce0 Forecasted Carbon 4.50 - 13.00 -13.50 pound Down --> -9 1.12% • -10.08% a 16.6% • 6.52% x 6,383 - 5 8.75 $ 3,641 $ Price I>Max Adl.) x (5,630) Sample Adjustments for Changes In Global Warming Potential(GWP)of Methane SCehddo_', '- AfterCa#°and-TradeSystem - .'. ,'. ., 188)tisentedkhroug�Xaderal' .ComtvP3htreol '=°' _`Lerq�2roiiweraae L2$I9IatC41L .: 3amMa Month4, Inue4RMiDecrdaed) _jnbr*anr)Dettase) 9empkAyerage , .Ainwaocbnaeket -) tONelDecoMse) 41 heri3 CPi0b31 WaFrn Patenikli a skx h Em ukn 3nfmkufi n L_:MowancAMP kcf 5ampgfv ecaieed =_ MkedyoentmFed nh1aMAMtaPmant S8ewennm .:ARpwanseg Allowanoess Yt$Sx,; on,. R)dnban Prise. ;_Carbort Ptka -=_tw Cpunty CLQWPf Methart* (mtC$e$ ' ,ivIt oD8) ,(mtc03p) ;¢/micuta) I$Ant 2d. - i$lmito7e) ' ! Increases to 25 3571 571 86 5 32.00 $ 27.00 $ 27.00 5 Remains et 21 3000 0 0 5 - Decrenestol7 2429 (571) (86) $ 24.00 5 21.00 5 24.00 $ (2,057) Sam le All ustments for Other Environmental Benefits , E ri !�' 'r v �y a q�q �, �� ' mat a .' € �i�PHIfF ,' a` � .�etto 3 � R Y �� 46 '4e1 ➢ Y taE a /}�sl@rlir8'44NAa ' a'ot r te) s �RAWey ?Aft YMd�# t Y ��atad � �av kaa Ratan t o tN ' isit � .. � • tnRC* •7 9t�si t• °'� • , • i i#(' i, y�. .test' Sak of RECS,replacement of Carbon UedOS 703 z $ 13.00 • $9,139 337 x $ 7.75 • $2,612 5588 $5,940 x 5096 $2,9]0 {00018638.DOC 24-24) Pro forma Prospectives University of North Carolina at Chapel Hill and Orange County Landfill Gas Project Projected Cash Flow to County by Project Senario Scenario 1-Optimistic)" Scenario 2-Realistic'" -Scenario 3-Delayee Senario 4'Flare.Onle Senario 5-Flare(Worst Case) ) REC Total %of Energy REC Total %of Energy REC Total %of Energy REC Total %of Energy REC Total 5 Date ($) IS) (5) (0) (5) (5) (5) (5) (5) (5) (0) (5) 15) ($) 2/1/20095 of(5) - $ - $ $ - $ - $ $ - $ - 5 $ - $ - $ $ - $ - $ 7/1/2010 $ 43,689 $ - $ 43,689 $ 24,272 $ - $ 24,272 $ 24,272 $ - $ 24,272 $ 24,272 $ - $ 24,272 $ - $ - $ 7/1/2011 $ 105,694 5 23,459 $ 129,153 $ 64,294 $ 3,351 5 67,646 $ 57,394 5 - $ 57,394 $ 57,394 $ - $ 57,394 $ - $ - $ - 7/1/2012 $ 138,302 $ 40,303 $ 178,604 $ 138,302 $ 40,303 $ 178,604 $ 114,225 $ - $ 114,225 $ 53,250 $ - $ 53,250 $ - $ - $ 7/1/2013 $ 137,282 $ 40,917 5 178,198 $ 137,282 $ 40,917 $ 178,198 5 110,671 $ - $ 110,671 $ 51,290 $ - $ 51,290 $ - S - $ 7/1/2014 $ 137,707 $ 34,884 $ 172,591 $ 137,707 5 34,884 $ 172,591 $ 164,209 $ - $ 164,209 $ 48,640 $ - S 48,640 $ - $ • $ 7/1/2015 $ 137,256 5 23,014 5 160,270 $ 137,256 $ 23,014 $ 160,270 $ 159,637 $ - 5 159,637 $ 47,280 5 - $ 47,280 $ - $ - $ 7/1/2016 $ 136,949 $ 22,141 $ 159,089 $ 136,949 $ 22,141 5 159,089 $ 155,295 $ - $ 155,295 $ 46,000 $ - $ 46,000 $ - $ - $ 7/1/2017 $ 136,864 $ 21,291 $ 158,155 $ 136,864 $ 21,291 5 158,155 $ 151,260 $ - $ 151,260 $ 44,800 $ - $ 44,800 $ - $ - $ 7/1/2018 $ 136,664 5 20,466 $ 157,129 $ 136,664 $ 20,466 5 157,129 $ 147,153 $ - 5 147,153 $ 43,590 $ - $ 43,590 $ - $ - $ 7/1/2019 $ 136,719 5 19,665 $ 156,384 $ 136,719 $ 19,665 $ 156,384 $ 143,373 $ .. $ 143,373 $ 42,470 $ - $ 42,470 $ - $ - $ 7/1/2020 5 133,706 $ 18,231 $ 151,938 $ 133,706 $ 18,231 $ 151,938 $ 139,789 $ - 5 139,789 5 41,410 $ - $ 41,410 $ - $ - $ 7/1/2021 $ 131,017 $ 16,296 $ 147,313 $ 131,017 $ 16,296 $ 147,313 $ 136,978 $ - $ 136,978 $ 40,570 $ - 5 40,570 5 - $ - $ 7/1/2022 $ 128,382 $ 14,509 $ 142,891 $ 128,382 $ 14,509 $ 142,891 $ 134,223 $ - $ 134,223 $ 39,760 $ - $ 39,760 $ - $ - S 7/1/2023 $ 125,801 $ 12,859 $ 138,660 $ 125,801 $ 12,859 $ 138,660 $ 131,524 5 - 5 131,524 $ 38,960 $ - $ 38,960 $ - $ - $ 7/1/2024 $ 123,272 $ 11,338 $ 134,610 $ 123,272 $ 11,338 $ 134,610 5 128,880 $ - 5 128,880 $ 38,170 5 - $ 38,170 $ - 5 - 5 7/1/2025 $ 120,793 $ 9,940 $ 130,733 $ 120,793 $ 9,940 $ 130,733 $ 126,289 $ - 5 126,289 $ 37,410 $ - $ 37,410 $ - $ - $ 7/1/2026 $ 118,365 $ 8,133 $ 126,498 $ 118,365 $ 8,133 $ 126,498 $ 123,750 $ - $ 123,750 $ 36,650 $ - $ 36,650 5 - $ - $ 7/1/2027 $ 115,986 $ 6,474 $ 122,460 $ 115,986 5 6,474 $ 122,460 5 121,263 $ - 5 121,263 $ 35,920 $ - $ 35,920 $ . $ - $ 7/1/2028 $ 113,655 $ 4,953 $ 118,608 $ 113,655 $ 4,953 $ 118,608 $ 118,826 $ - 5 118,826 $ 35,200 $ - 5 35,200 $ - $ - 5 7/1/2029 $ 111,371. 5 3,562 $ 114,933 5 111,371 $ 3,562 $ 114,933 $ 116,438 $ - 5 116,438 $ 34,490 $ . $ 34,490 $ - $ - $ -1> NPV $1,477,979 $ 236,045 $1,714,025 $1,423,190 $ 218,222 $1,641,412 $1,470,044 $ - $1,470,044 $ 503,445 $ - $ 503,445 $ - $ - 5 A (.‘ Notes: .3.- Senario 1- Optimistic-Flare operational within 14 months of the Effective Date of Contract,and Energy Conversion withing 28 months Senario 2- Realistic-Flare operational within 18 months of the Effective Date of Contract,and Energy Conversion withing 34 months.(1) (k). Senario 3- Delayed-Flare operational within 18 months of the Effective Date of the Contract,and Energy Conversion delayed beyond 60 months of the Effective Date, 1 (Flare percentage increases to 10.95%starting in the 35th month and 16,6%after five years.)") -I- Senario 4- Flare,Only-Flare is operational within 18 months of the Effective Date of the Contract,but UNC is unable to obtain all required approvals for the Energy Conversion System and the Pipeline' Senario 5- Worst Case-UNC is unable to obtain all required permits for Energy Conversion System and the Pipeline,and UNC does not implement the Collection and Flaring System ..Q-.) (1)Prepared by Energy Strategies,LLC 1/20/09 (2)Prepared by Diver Inc Revised 1/26/2009 University of N rt Flows Carolina at Chapel Hill and Orange County Landfill P $200,000 roject Sample Cash ows to County by Project Schedule Scenario Revised01/2x/2009 E $160,000 1 $140,000 . ._ $120,000 _..__._......._..._...._W _____ .____.__._.�.�.�w. _ �_. ... . ...... . .. .. $100,000 _ $ t�,000 �.. O ttrn tic , Realistic $60,000 _.____-._ _.__._.__..._. ._ �._......._....._.._.__.__.___._..,_.. Delayed [ Flare,0niy $40,000 d.em .. _._.. Worst Case $20,000 ti 3 b to A. O L 3 G h 0 1 tb ai �"r �� ,{� kph �4� gip' "t,1 � � �p (�� 1,07' �C7� �p'L LCy 2 Lpti 4pi. ,p'L ,,,„ , *Please refer to accompanying table for actual values L 1/16/09 ..._.._...__._...__m m.._.._.....__..._.....w_..... ��. _ w..n.w __ �m ___... _. �� P /200 f LANDFILL GAS AGREEMENT between ORANGE COUNTY, NORTH CAROLINA and THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL Dated as of February.17, 2009 TABLE OF CONTENTS ARTICLE I Definitions 5 ARTICLE II Respective Rights and Obligations of the Parties 12 A. Rights Granted to University 12 • B. University's Operating Responsibility 14 C. The County's Operating Responsibilities 18 D. Operating Protocols 20 ARTICLE III Permitting and Construction of Facilities 20 ARTICLE IV Representations of the Parties 22 A. The University's Representations 22 B. The County's Representations 23 C. Disclaimer of Warranties 24 ARTICLE V Liability 24 ARTICLE VI Term and Termination 25 A. Termination Rights of the University 27 B. Miscellaneous Termination Events 27 C. Termination Rights of the County 28 D. Rights Upon Termination or Expiration 29 ARTICLE VII Purchase and Sale of LFG 32 A. The University's Purchase Obligations 32 B. Payments to the County 32 C. Payment for Gas Flared 32 D. Payment for Gas Converted to Energy 33 E. Adjustments to County Payments 35 {owl 8638.DOC 24} F. Billing 42 ARTICLE VIII Respective Effective Dates of the University's Obligations Under this Agreement 42 ARTICLE IX Landfill Gas Delivery 43 ARTICLE X Insurance and Taxes 45 ARTICLE XI Dispute Resolution 46 ARTICLE XII Force Majeure 49 ARTICLE XIII Miscellaneous 49 loom 8638.DOC 24) LANDFILL GAS AGREEMENT This Landfill Gas Agreement (the "Agreement") is entered into as of February 17, 2009 (the "Effective Date"), between Orange County, North Carolina (the "County") and the University of North Carolina at Chapel Hill (the "University"). The County and the University are sometimes hereinafter referred to individually as "Party and collectively as "Parties." RECITALS WHEREAS, the University is the flagship public research university of the State of North Carolina located in Chapel Hill, North Carolina; WHEREAS, the University desires, in furtherance of its University Sustainability Policy and the sustainability objectives associated with the proposed Carolina North Campus, to pursue and implement projects in cooperation with community partners that preserve natural resources, conserve energy, reduce hazardous emissions, and lessen overall environmental impacts; WHEREAS, the County, as a good steward of the environment and a leader in the growth, development, and sustainability of the community, desires to partner with the University in its efforts to meet the goals of the University Sustainability Policy and its other sustainability efforts; WHEREAS, the University has determined that to help achieve these objectives it will work cooperatively with the County to extract landfill gas from the Orange County Landfill, and to convert that gas into energy to supply power and heat for the University's Carolina North Campus while at the same time removing significant quantities of greenhouse gases from the atmosphere; WHEREAS, the County desires, in furtherance of the health and well-being of its citizens and the fiscal soundness of the County, to enter into this Agreement with the University to make • beneficial use of Landfill resources and to generate revenue for the County from the sale of LFG; WHEREAS, the County owns and operates the Orange County Landfill (NC Solid Waste Parcel 68-01) located on the north and south side of Eubanks Road, approximately 1.3 3 • . miles to the west of the Highway 86 exit from Interstate 40, and approximately five (5) miles north of Chapel Hill, at 1514 Eubanks Road, Chapel Hill, North Carolina, which consists of two land disposal areas, a "North" closed unit comprising about fifty (50) acres (the "North Landfill"), and a "South" operating unit comprising approximately twenty-five (25) acres and operated in four phases (the "South Landfill"). The South Landfill is currently operating in Phase 4 and is expected to reach capacity in the Spring of 2011; WHEREAS, waste acceptance records indicate that the North Landfill received about 1.2 million tons of waste during its operating period from 1972 to June 1995. The capacity of the South Landfill is approximately 920,000 tons; WHEREAS, Landfill Gas (as defined below), consisting principally of methane, carbon dioxide, nitrogen and traces of other constituent gases, is generated as a by-product of the decomposition of waste in the Landfill; WHEREAS, subject to the terms and conditions set forth in this Agreement, the County desires to grant to the University the exclusive right to design, develop, install and operate the LFG Project (as defined below) to process the Landfill Gas (and in particular, methane) and tO convert LFG into one or more forms of energy, thereby reducing associated greenhouse gas emissions from the Landfill, while at the same time generating power from a renewable energy source; WHEREAS, subject to the terms and conditions set forth in this Agreement, the University desires to have the exclusive right to design, develop, install, and operate the LFG Project, and to collect, extract, and remove LFG from the Landfill, and either to destroy such gas or to convert all or any portion of it into energy to supply part of the University's energy needs at its Carolina North Campus, or for any other lawful purpose; and 4 WHEREAS, The County and the University desire to cooperate in the design, installation, and operation of the LFG Project because of the project's environmental, public, and economic benefits. NOW, THEREFORE, in consideration of the mutual agreements, representations, warranties, and covenants contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows: ARTICLE DEFINITIONS 1. Adjusted BTU Equivalent Price means (a) in 2010, $9.00 per MMBtu, and (b) each calendar year during the Term of the Agreement thereafter, $9.00 per MMBtu as adjusted upward on an annual, compounding basis by two percent (2%). The Adjusted BTU Equivalent Prices are set forth on Exhibit A to this Agreement. • 2. Approvals shall mean the LFG Project Permits, easements, rights-of-way, consents, authorizations and other approvals that may be necessary for the University to install, construct, operate, maintain and repair the LFG Project. 3. Average Allowance Market Price means the average monthly market price in U.S. dollars, as determined by the methodology established by the Carbon Price Consultant in accordance with Paragraph 122 of this Agreement, attributed to one Emission Allowance created under federal legislation in the United States enacting a Cap-and-Trade System to regulate GHG emissiolis. 4. BTU shall mean British Thermal Unit. 5. BTU Equivalent Price shall be determined monthly in advance as the Transco, zone 3 Pricing Point "midpoint" settlement price for natural gas published in the report named "Monthly Gas Price Assessments — Inside FERC" published by McGraw Hill Company. The 5 underlying data set is "Monthly Gas Price Assessments — Inside FERC". The value for September 2008 was $8.45 per million Btu. 6. Cap-and-Trade System means a system that (i) establishes a total cap on GHG emissions from an identified group of GHG emitters; (ii) establishes a market for Emission Allowances; and (iii) allows trading of Emission Allowances among GHG emitters. 7. Carbon Credit means any contractual, equitable or statutory legal right, interest, credit, offset, entitlement, benefit, allowance or certificate evidencing a reduction from the environment of one metric ton of carbon dioxide or CO2e that is verified by (i) a federal, state, or local Governmental Authority pursuant to laws or regulations establishing a regulatory market for reductions of GHG emissions, or (ii) an independent third-party utilizing nationally- recognized standards for establishing emissions reduction credits associated with non-regulated, voluntary projects or activities. 8. Carbon Price Consultant means an independent, qualified nationally-recognized consulting firm with significant experience in the regulated carbon markets established in the United States under federal legislation enacting a Cap-and-Trade System and the price of Emission Allowances in such markets. 9. CO2e means carbon dioxide equivalent, or the base reference for the determination of Global Warming Potential of Greenhouse Gases of a similar amount of carbon dioxide. 10. Conversion MMBTU HHV has the meaning set forth in Paragraph 118 of this Agreement. 11. Conversion Payment has the meaning set forth in Paragraph 117 of this Agreement. 6 12. Conversion Percentage means sixteen and six-tenths percent (16.6%). 13. Delivery Point shall mean the location at which the ownership, possession and control of the Landfill Gas is transferred from the County to the University. For purposes of this of this Agreement, the• Delivery Point shall be the blower discharge point on the Landfill property as shown on Exhibit B. 14. Effective Date has the meaning given in the preamble. 15. Emission Allowance shall mean an authorization issued by a Governmental Authority to emit one metric ton of CO2e. 16. Engine Start-up Date shall be the date when the engine located at the University's Carolina North Campus reaches steady-state conditions and commences the conversion of Landfill Gas into usable energy. 17. Environmental Benefits shall mean all credits and allowances generated by and associated with the generation, destruction, treatment, sale or use of the Landfill Gas, including Carbon Credits, Emission Allowances, offsets, "green tags," and renewable energy credits, or any other asset or term that may hereinafter be used to describe the environmental benefit of either destroying any pollutant in the Landfill Gas (including methane) or using the Landfill Gas as a source of energy. 18. Environmental Laws shall mean all Laws concerning pollution or protection of the environment or human health, as the foregoing are enacted or in effect, on or prior to the date hereof (including ambient air, soil, surface water, ground water, wetlands, land or subsurface strata), including without limitation: (i) the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq.; (ii) the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; (iii) the 7 Oil Pollution Act (33 U.S.C. §§ 2701 et seq.); (iv) the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.); (v) the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.); (vi) the Endangered Species Act (16 U.S.C. §§ 1531 et seq.); (vii) the Clean Air Act (42 U.S.C. §§ 7401 et seq.); (vii) the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.); (viii) the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.); (ix) the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.); and (x) all North Carolina Laws comparable to the foregoing. 19. Extension Period has the meaning set forth in Paragraph 97. 20. Fair Market Value has the meaning set forth in Paragraph 110. 21. Flare Percentage means five and three-tenths percent (5.3%). 22. Flare MMBTU HHV has the meaning set forth in Paragraph 115. 23. Flare Payment has the meaning set forth in Paragraph 114. 24. Flare Start-up Date shall be the date when the flare reaches steady-state conditions and commences the continuous burning of Landfill Gas. 25. Forecasted Carbon Price means, for a year during the Term of this Agreement, the corresponding Forecasted Carbon Price for such calendar year set forth in Exhibit A. 26. Force Majeure shall mean any cause or causes for delay of performance by a Party, which are not reasonably within the control of the Party claiming Force Majeure and which, by the exercise of reasonable diligence, such Party is unable to prevent or overcome including without limitation, acts of God, terrorism, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, hurricanes, floods, high-water washouts, arrests and restraints of governments and people, strikes, lockouts, protests, or other industrial disturbances, civil disturbances, explosions, catastrophic events such 8 as breakage or accident to machinery or lines of pipe caused by an event of Force Majeure, enactment of statutes, laws or regulations, and other acts of Governmental Authorities (excluding acts by a Party) frustrating the purposes of this Agreement. Force Majeure shall in no event include (i) any change in the economy or in the markets, pricing or demand for natural gas or LFG that affects the University's ability to use LFG, or the price at which LFG or natural gas can be sold, or(ii) increases in the cost of constructing or operating the LFG Project. 27. Gas Conversion System shall mean any equipment used by the University to convert the Landfill Gas into thermal or electric energy, including an engine, generator or boiler. 28. Gas Flow Meter shall mean the device(s) used to measure the rate of Landfill Gas flow, methane content, and other parameters. 29. Gas Sold means any LFG delivered to the Delivery Point. 30. Global Warming Potential or GWP means the estimate of the atmospheric warming resulting from the release of a unit mass of a particular Greenhouse Gas, in relation to the warming resulting from the release of the same amount of carbon dioxide. 31. Governmental Authority means any federal, state, local or foreign court, arbitrator, alternative dispute resolution body, government or political subdivision or department thereof, or any governmental, administrative or regulatory body, commission, board, bureau, agency or instrumentality. 32. Greenhouse Gases or GHGs means carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulphur hexafluoride 33. Higher Heating Value or HHV shall mean the amount of heat released when a known volume of methane is burned and shall equal 1012 BTUs per cubic foot of methane at one atmosphere pressure at 60 degrees Fahrenheit (60° F). 9 34. Kyoto Protocol means the protocol to the United Nations Framework Convention on Climate Change adopted at the Third Conference of the Parties to the United Nations Framework Convention on Climate Change in Kyoto, Japan on December 11, 1997, as may be amended. 35. Landfill means, collectively, the North Landfill and the South Landfill. 36. Landfill Gas or LFG shall mean the gas (and its constituent.elements) generated from the decomposition of materials deposited in the Landfill. 37. Landfill Permits means all licenses, pennits, certifications, authorizations, approvals, and entitlements issued by any Governmental Authority and relating to the operation, ownership, development and/or maintenance of the Landfill, as all of the foregoing may, from_ time to time hereafter, be amended or supplemented, including, without limitation, Municipal Solid Waste Landfill Permit Number 68-01 issued to the County on or about May 5, 1982, as amended and as it may, from time to time hereafter, be further amended or supplemented. 38. Laws means any law (including common law), statute, treaty, ordinance, rule, regulation, code, order, writ, injunction, judicial decision, decree, reporting or licensing requirement or other legally binding requirement of any Governmental Authority and shall include, without limitation, all Environmental Laws. 39. LFG Collection System shall mean all equipment at the Landfill, including piping, header lines, lateral lines, wells, pumps, blowers, condensate knock-out vessels, flare, and related equipment used by the University to extract, collect, and treat Landfill Gas from the Landfill. 40. LFG Project shall mean the LFG Collection System, the Gas Conversion System, and the Pipeline. 10 • 41. LFG Project Permits means all licenses, peimits, certifications, authorizations, approvals, easements and entitlements issued by any Governmental Authority (including the . County) and relating to the ownership, development, construction, installation, operation, maintenance and/or repair of the LFG Project, including, without limitation, any special use permits or special use penuit modifications, as all of the foregoing may, from time to time hereafter, be amended or supplemented. 42. Meter Point A shall be located on the header line that branches to the Gas Conversion System as shown on Exhibit B. Meter Point A shall be the point where the heating energy content of Landfill Gas delivered to the Gas Conversion System is measured. 43. Meter Point A Methane Content has the meaning set forth in Paragraph 118. 44. Meter Point B shall be located on the header line that branches to the flare as shown on Exhibit B. Meter Point B shall be the point where the heating energy content of Landfill Gas delivered to the flare is measured. 45. Meter Point B Methane Content has the meaning set forth in Paragraph 115. 46: MMBtu means one million (1,000,000) BTUs. 47. Monthly Billing Statement has the meaning set forth in Paragraph 127. 48. North Landfill has the meaning given in the Recitals. 49. Pipeline means all pipes and equipment necessary to transport LFG from the LFG Collection System to the Gas Conversion System. 50. SCF means standard cubic feet, which means the amount of Landfill Gas which occupies one cubic foot of space when the Landfill Gas is at a pressure of 14.73 psia and a temperature of sixty degrees Fahrenheit (60° F). 51. South Landfill has the meaning given in the Recitals. 1•1 52. Term has the meaning set forth in Paragraph 97 and shall include any Extension Period. 53. Waste Materials means collectively, any chemical, waste, material or substance that is listed or regulated under applicable Environmental Laws as a "waste" or as a "hazardous," "special" or "toxic" substance or waste, or as a "contaminant" or "pollutant" or words of similar import, including, without limitation, petroleum, petroleum products and byproducts. ARTICLE II RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES A. Rights Granted to University 54. The County hereby grants to the University the sole and exclusive right to (a) design, develop, and construct the LFG Project; (b) collect, extract and remove Landfill Gas from the Landfill; (c) produce energy from the Landfill Gas for the University's own use, or for sale to one or more third parties or the electrical grid; (d) derive Environmental Benefits from the • treatment, destruction and use of the Landfill Gas; and (e) do, at the Landfill, consistent with the University's obligations in Articles II and III hereunder, all things necessary to carry out (i) the permitting, development, construction, and operation of the LFG Project; (ii) the collection, extraction, and removal of the Landfill Gas; (iii) the production of electrical or thermal energy; and (iv) the redirection, redelivery, transport or marketing of the Landfill Gas, or any portion thereof, to any third party. Provided, however, that the County expressly retains all rights in the • Landfill Gas necessary to operate the Landfill in accordance with the Landfill Permits and all applicable Laws. 55. The University agrees to flare any Landfill Gas delivered to the Delivery Point that is not transported by the University to the Gas Conversion System as follows: (i) during the period occurring after.the Flare Start-up Date and before the Engine Start-up Date; (ii) in the 12 . . event that LFG generated by the Landfill exceeds the capacity of the Gas Conversion System, as determined by the University in accordance with good engineering practices and industry standards; (iii) during Gas Conversion System maintenance, repair, or associated downtime; (iv) as reasonably necessary to protect human health, safety, or the environment; and (v) during the pendency of a Force Majeure event affecting the Gas Conversion System. 56. The University shall have the right to use and access portions of the Landfill and such other property depicted on Exhibit C to carry out the development, construction, and operation of the LFG Project, including any activities necessary to evaluate the feasibility of the LFG Project, or the design and permitting of the LFG Project. The County agrees to make commercially reasonable efforts to assist the University, whenever feasible, in accessing any parcel of property not owned solely by the County that is necessary for the construction and operation of the LFG Project, including the Greene Tract. 57. The County shall grant the University, without additional University payment beyond the compensation set forth in this Agreement, such easements and rights of way through the Landfill site and other property owned solely by the County as may be necessary to drill gas extraction wells, lay pipelines, lateral lines, header lines, and any other part of the LFG Project infrastructure as contemplated by this Agreement, including, without limitation, the easements and rights of away set forth on Exhibit C. The County also grants the University, without additional University payment beyond the compensation set forth in this Agreement, licenses or other approvals to install utility lines on the Landfill and other property owned solely by the County for the LFG Project. The Parties agree that in the event the County is unable to grant the easements and rights of way set forth on Exhibit C or otherwise breaches any of its duties or obligations under this Paragraph 57, (i) the University's sole and exclusive remedy shall be the 13 right to terminate this Agreement in accordance with Article VI hereunder, and (ii) the University shall have no obligation to construct or complete the construction of the Pipeline or the Gas Conversion System, notwithstanding any terms to the contrary in this Agreement. 58. In furtherance of the LFG Project, the County hereby grants to the University, and its employees, contractors and agents, a non-exclusive license (the "License") for the following purposes, provided that any employees, contractors, and agents shall comply with the health and safety plan required to be developed under Paragraph 67 hereunder: a. the right to drill, excavate, trench or otherwise disturb the Landfill property for the purpose of installing, constructing, operating, maintaining and replacing gas wells, underground pipelines, tanks, Landfill Gas flaring mechanisms, and associated Landfill Gas equipment. b. the right to travel over any access roads located on the Landfill property and any adjacent property owned by the County, as such roads may be relocated by the County fiorn time to time during the term of this Agreement, for the purpose of entry upon the Landfill property. The University acknowledges that it does not claim any ownership interest in the Landfill property, except as otherwise stated herein, because of the University's use of the Landfill property. • B. University's Operating Responsibility 59. Subject to Article VIII of this Agreement and except as otherwise provided herein, the University shall operate the LFG Collection System and the Gas Conversion System at all times during the Term of this Agreement. 60. The operation, maintenance, and repair of the LFG Project shall be the sole responsibility and undertaken at the sole cost and expense of the University (and its contractors and agents) and shall be performed by the University, its employees, agents and subcontractors 1 4 (i) in compliance with all LFG Project Permits and applicable Laws and (ii) in accordance with good engineering practices and industry standards. The University assumes the risk of the delivery conditions (including the rate of flow, vacuum and pressure of delivery), quantity and quality of LFG. 61. The University is solely responsible for creating sufficient vacuum to extract LFG from Landfill and transfer it to the Delivery Point. Any such vacuum shall not adversely affect the County's Landfill operations, and the University shall adjust its operations of the LFG Project or install necessary equipment at its sole cost and expense to correct any such adverse effect. Should such adverse effects arise that the University is unable to correct through operational adjustments, the University shall, at the County Manager's written request, take commercially reasonable steps to promptly suspend the LFG operations pending the correction of the conditions causing such adverse effects. 62. The University shall make commercially reasonable efforts to cooperate with the County in the preparation, execution, and filing of any applications or other documents as may be necessary to perform the County's obligations under this Agreement. 63. The University shall submit for the County's prior approval (which shall not be unreasonably withheld), all permit documentation prepared in accordance with Paragraph 81 and all construction and design plans and specifications relating to the construction, operation, and maintenance of the LFG Collection System prior to commencing construction. The County shall have fifteen (15) calendar days to complete its review and approval of any such plans and specifications. Any plans and specifications for which the County has not provided a response within fifteen (15) calendar days shall be deemed approved. Should the County provide comments on the initial submission of any submitted plans and specifications, it shall then have 15 fifteen (15) calendar days to complete the final review and approval of such revised plans and specifications prepared by the University. Any revised plans and specifications for which the County has not provided a response within fifteen (15) calendar days shall be deemed approved. Should subsequent changes or modifications be made to the-plans and specifications after they have been approved, the County shall then have seven (7) calendar days to review and approve such changes or modifications. Any subsequently revised plans and specifications for which the County has not provided a response within seven (7) calendar days shall be deemed approved. Within a reasonable time after completing construction of the LFG Collection System, but no longer than sixty (60) calendar days, the University shall provide to the County all "as-built" plans and specifications for the LFG Collection System. Until the "as-built" plans and specifications for the LFG Collection System are provided to the County, the University shall keep the County informed as to the state of the construction of the LFG Collection System and the location of all then-installed components of such system. 64. The University, its employees, agents and subcontractors shall minimize disruption to Landfill operations during construction, operation, and maintenance of the LFG Project. During the Term of this Agreement, the University, its employees, agents and subcontractors shall not unreasonably interfere with the County's operation of the Landfill, including, but not limited to, the County's closure of portions of the Landfill and any other requirements under the Landfill Permits or applicable Laws, and shall reasonably ensure that the Landfill is not damaged by the University. Should such damage occur, the University shall arrange for the repairs itself; provided, however, that the County has the right to take immediate action to effectuate whatever repairs are necessary to the Landfill and the University shall timely reimburse the County for the reasonable costs of any such repairs. The University shall use its 16 best efforts to design the LFG Collection System to minimize any incremental increase in the County's costs of Landfill closure incurred to accommodate the LFG Collection System. The University shall share equally (50%-50%) with the County the incremental increase in the County's costs of Landfill closure incurred to accommodate the LFG Collection System; provided, however, that the University shall not be obligated to pay, nor be responsible for, any costs and expenses in excess of$50,000. 65. The University shall, at its own expense; prepare, maintain, and submit to the County monthly reports on Landfill Gas production rates, which shall include an accounting of all LFG and the methane content of such LFG delivered to Meter Points A and B. 66. Notwithstanding anything contained in this Agreement to the contrary, the University acknowledges that Landfill operations take precedence over the LFG Project, and, at all times during the term of the Agreement, and subject to its terms, the County shall have the right to operate the Landfill, and to take all actions at its own cost and expense that the County deems necessary or appropriate in connection with the operation and maintenance of the Landfill, including actions to comply with the Landfill Permits and any applicable Laws. The University further acknowledges and agrees that the primary use of the Landfill is as a sanitary landfill, and that the LFG shall be limited to production from the Landfill. 67. The University shall develop and implement a health and safety plan no less stringent than that of the County with regard to the University's operations at the Landfill and any work performed by its employees, contractors, or agents at the Landfill. 68. The County shall allow the University to dispose at the Landfill, or at a wastewater treatment plant used for the Landfill's leachate, any Waste Materials generated by the LFG Project, provided such disposal is allowed under the Landfill and LFG Project Permits 17 and applicable Laws. The University shall be responsible for any additional incremental costs incurred by the County for disposing of any such Waste Materials, including, without limitation, additional wastewater treatment charges or surcharges. If any Waste Materials cannot be lawfully disposed of at the Landfill or through the County's pennits, then the University shall be responsible at its sole cost and expense for any necessary off-site disposal of such materials regardless of whether they are deemed a hazardous material or waste. C. The County's Operating Responsibilities 69. The County agrees to maintain the landfill cover in accordance with any applicable requirements of the Landfill Permits. The County further agrees to make commercially reasonable efforts to repair cracks, fissures, erosion or other adverse conditions in the Landfill that (i) may materially.affect the LFG Collection System's capture of Landfill Gas or(ii) cause fugitive emissions of Landfill Gas from the Landfill. 70. The County shall be responsible for complying with the Landfill Permits and all Laws applicable to the operation and maintenance of the Landfill, including, but not limited to, applicable provisions of the Operational Requirements for MSWLF Facilities, 15A NCAC 13B.1626. 71. The County shall make commercially reasonable efforts to develop and operate the Landfill to enhance the production.of Landfill Gas; provided, however, that nothing in this Agreement shall obligate the County to incur any costs or expenses to enhance the production of Landfill Gas or to take any action inconsistent with the terms and conditions of any Landfill Permits or applicable Laws. 72. The County is not obligated to deliver the Landfill Gas at any minimum flow rate or pressure and shall not be obligated to install or operate any of the facilities (including • compression or vacuum facilities) to deliver the Landfill Gas. 18 73. The County has no obligation to (i) deliver or to sell any minimum amount of • LFG to the Delivery Point; (ii) treat, process or condition the Landfill Gas, maintain or increase the pressure of Landfill Gas delivered to the University, or (iii) install any facilities (including blowers or compression facilities) or, subject to Paragraphs 69 and 71, alter any landfilling methods or practices relating to the production, collection or delivery of the Landfill Gas to the University. 74. The County shall not interfere with the University's Landfill Gas operations, • except as such interference may be necessary to comply with the Landfill Permits, by operation of Laws, or for the protection of the environment, human health, or safety. Each Party shall use commercially reasonable efforts to advise the other Party fully in advance of any changes in the operation, Maintenance, expansion, or other activities that may adversely affect the business operations of the other at the Landfill. If any Party takes any action, refrains from taking any action, or undertakes any change in operations, maintenance, expansion programs or other activities that will adversely affect, or threaten to adversely affect the business operations of the other, such Party shall use commercially reasonable efforts to give notice to the other Party as soon as practicable, describing the nature, of the detriment and its cause, including emergency notice in the case of an emergency. However, in no event shall the County be required to delay action that it deems necessary for the operation of the Landfill. If the alleged interference continues beyond thirty (30) calendar days, then the affected Party may invoke the Dispute Resolution procedures set out in Article XI hereunder. 75. The County shall make commercially reasonable efforts to cooperate with the University in its preparation, execution, and filing of any applications, permit submittals, 19 assignments of rights, and other documents as may be necessary to allow the University to perform its obligations under this Agreement. 76. The County shall make available to the University copies of all environmental information, reports, studies, landfill gas feasibility reports, assessments or other documents affecting the generation of Landfill Gas or the LFG Project that the County has prepared or that have been prepared on the County's behalf Such documents include those the County is required to submit to the North Carolina Department of Environment and Natural Resources. 77. The County shall reasonably ensure that the County, its employees and contractors do not damage the LFG Project or disrupt the operation of the system. Should such damage occur, the University has the right to take immediate action to effectuate whatever repairs are necessary to bring the LFG Project into fully operational condition and the County shall timely reimburse the University for the reasonable costs of repair. 78. The County shall retain the sole and exclusive right, and shall have all obligations with regard to, Landfill operations and for meeting all applicable Laws pertaining to such operation, exclusive of the University's operation of the LFG Project. D. Operating Protocols 79. The Parties agree to develop and implement operating protocols for the LFG Collection System, including, without limitation, monitoring and reporting procedures, communications and emergency response plans, and notification procedures. ARTICLE III PERMITTING AND CONSTRUCTION OF FACILITIES 80. The installation and construction of the LFG Project shall be the sole responsibility and be undertaken at the sole expense of the University, and shall be carried out in 20 • compliance with the LFG Project Permits and all applicable Laws and in accordance with good engineering practices and industry standards. 81. Except as set forth in Paragraphs 57 and 58 of this Agreement, the University shall be solely responsible for securing any and all Approvals, including, without limitation, preparing all permit documentation for any Landfill or LFG Project Permits on which the County will be the permittee. Exhibit D contains a preliminary, but not exhaustive, list of Approvals that the University believes it must obtain to install, construct, operate, maintain, and repair the LFG Project. The University ,shall, at its own expense, apply for and seek to obtain all Approvals, including those listed on Exhibit D unless they are not required for the LFG Project. The University will apply for any such Approval as the owner and operator of the LFG Project, and shall act as the "permittee," "owner" and "operator" for such project as may be appropriate under applicable Laws. 82. The University recognizes that it is in the Parties' mutual best economic interest. for the LFG Project to be completed expeditiously. Without limiting the generality of the University's obligations under Article II of this Agreement, beginning on the Effective Date, the University shall work expeditiously and in good faith to (a) complete the LFG Collection System within eighteen (18) months from the date of the issuance of the last Approval necessary to construct such system, and (b) complete the Gas Conversion System within thirty-four (34) months from the date of the issuance of the last Approval necessary to construct the Gas Conversion System and the Pipeline. If the University fails to complete the LFG Project within five (5) years of the date of the issuance of the last Approval necessary to construct the LFG Project, the County shall have the right to terminate the Agreement pursuant to Article VI. If the Engine Start-up Date does not occur within thirty-five (35) months after the Effective Date, the 21 Flare Percentage shall be adjusted to equal ten and ninety-five one-hundredths percent (10.95%) for the purpose of calculating any Flare Payment under this Agreement and shall remain at such percentage until the occurrence of the Engine Start-up Date or five (5) years after the Effective Date, whichever occurs sooner. If the Engine Start-up Date does not occur within five (5) years after the Effective Date, the Flare Percentage shall be adjusted to equal sixteen and six-tenths percent (16.6%) for the purpose of calculating any Flare Payment under this Agreement and shall remain at such percentage until the occurrence of the Engine Start-up Date. Commencing thirty (30) days after the Effective Date of this Agreement, the University shall hold monthly progress meetings to discuss progress toward achieving these completion dates including the status of the construction of the components of the LFG Project. The University shall invite representatives of the County to attend such progress meetings and the University shall provide the County with reasonable advance written notice of the location and time of such meetings. The University shall distribute meeting minutes to the County following such progress meetings regardless of the County's attendance at such meetings. ARTICLE IV REPRESENTATIONS OF THE PARTIES A. The University's Representations 83. The University represents and warrants that, in entering into this Agreement, it has relied upon its own estimates of Landfill Gas volumes, based upon publicly available waste disposal records and standard modeling assumptions and projections. The University further represents that it has not relied upon Landfill Gas generation reports, drawings, and analyses provided by the County or its consultant as an inducement for entering into this Agreement. The County shall promptly inform the University, however, of any errors, miscalculations, or 22 • omissions of which the County has knowledge, in any of the landfill reports it has prepared or furnished to the University. 84. The University represents and warrants that it has legal authority and right to make and enter into the Agreement. B. The County's Representations 85. The County represents and warrants that it has fee simple title to the Landfill. property. 86. The County represents and wan-ants that it has not made an assignment or agreement to sell to any party other than the University the right to extract, collect, use, or sell the Landfill Gas. 87. The County represents and wan-ants that, based upon calculations attached hereto as Exhibit E, previously submitted to the North Carolina Department of Environment and Natural Resources and performed in accordance with 40 C.F.R. Part 60, Subpart WWW, the Landfill is not subject to the New Source Performance Standards for Municipal Solid Waste Landfills, 40 C.F.R. Part 60, Subpart WWW (2007) ("NSPS") or the Emission Guidelines and Compliance Times for Municipal Solid Waste Landfills, 40 C.F.R. Part 60, Subpart Cc (2007) ("Emission Guidelines"). 88. The County represents and warrants that it has all environmental permits, authorizations, and approvals that are legally required to operate the Landfill, exclusive of any permits, authorizations, and approvals that may be necessary for the LFG Project. 89. The County represents that, in entering into this Agreement, it has relied upon its own estimates of the economic benefits of the LFG Project and has not relied upon any economic or financial model prepared by the University or its consultant(s) as an inducement for entering into this Agreement. The University shall promptly inform the County, however, of any errors, 23 miscalculations, or omissions of which the University has knowledge, in any of the reports it has prepared or furnished to the County. 90. The County represents and warrants that it has legal authority and right to make and enter into the Agreement. C. Disclaimer of Warranties 91. Except as specifically set forth in Subpart B of this Article IV,. the University accepts the condition of the Landfill, any real property subject to an easement or right-of-way granted by the County, and the Landfill Gas "AS IS, WHERE IS, WITH ALL FAULTS," and the University acknowledges that the County has not made and does not hereby make, and specifically disclaims, any representations, guarantees, promises, covenants, agreements or warranties of any kind or nature whatsoever whether past, present or future, oral or written, expressed or implied, concerning the condition or quality of the Landfill, any real property subject to an easement or right-of-way granted by the County, or the Landfill Gas and their fitness for any particular use,purpose,business or activity contemplated, intended or ongoing. ARTICLE V LIABILITY 92. The University shall be solely responsible for the installation, construction, operation, maintenance, and repair of the LFG Project. It shall also be responsible, with respect to the LFG Project, for (a) the installing, constructing, operating, maintaining, and repairing the LFG Project in compliance with all LFG Project Permits and applicable Laws; (b) responding to any notices of violation or compliance inquiries; (c) defending any enforcement actions; (d) resolving any claims; and (e) paying any associated penalties. The University shall also be responsible for damages and claims caused by the University's own negligence or that of its agents or employees. 24 93. The County shall be solely responsible for the operation, maintenance, closure, and post-closure of the Landfill, exclusive of the LFG Project. The County shall also be responsible with respect to the Landfill, exclusive of the LFG Project, for (a) operating and closing the Landfill in compliance with all Landfill Permits and applicable Laws; (b) responding to any notices of violation or compliance inquiries; (c) defending any enforcement actions; (d) resolving any claims; and (e)paying any associated penalties. 94. Except to the extent caused by the negligent installation, construction, operation, maintenance, or repair of the LFG Collection System by the University (or its contractors and agents), the County shall be solely responsible for defending any claims relating to the off-site migration of LFG or odors, pollution, or nuisance conditions directly caused by such migration, including claims brought by a regulatory agency, neighboring residents, businesses, or third parties. 95. In no event shall either Party be liable to the other Party for consequential, incidental, punitive, exemplary or indirect damages, including, but not limited to, loss of profits or revenue, downtime costs, loss of use of any property, or cost of substitute equipment or facilities, whether arising in tort, contract or otherwise. This provision shall survive the expiration or termination of this Agreement. 96. Nothing in this Agreement is intended by the Parties nor shall be construed as a waiver of any sovereign or other immunity to which either Party may be entitled to the fullest extent allowed by Law. ARTICLE VI TERM AND TERMINATION 97. The initial term of this Agreement shall commence on the Effective Date and shall expire on December 31, 2029, or on such other date on which this Agreement is terminated 25 • in accordance with its provisions. Upon the expiration of the initial Term, the University shall have the right, to the exclusion of any other entity, to renew this Agreement for up to two (2) consecutive periods of five (5) years each (each five-year period beyond the initial 20-year period shall be termed an "Extension Period.") At the expiration of the initial 20-year Willi, or an Extension Period other than the second Extension Period, this Agreement shall be deemed extended for an additional five-year period unless the University gives written notice to the County of the University's intent not to extend this Agreement no later than ninety (90) days prior to the expiration of the preceding period. All provisions in this Agreement shall continue in effect during any Extension Period except as those terms may be otherwise modified by the Parties. Before the scheduled expiration date of the second Extension Period, the University shall have the right of entering into exclusive negotiations with the County for a period of one- hundred twenty (120) days for the purposes of negotiating a new or revised agreement relating to the LFG Project. The University shall notify the County in writing of the University's decision to. exercise this right no later than one (1) year prior to the expiration date of the second Extension Period. 98. Termination Procedures. In order to terminate this Agreement under this Article VI, and except as provided in Paragraph 101, a Party must first issue the other Party a Notice of Default in accordance with the provisions set forth below. The Party in receipt of such Notice of Default shall then have the opportunity to cure the identified default within the specified cure period. If the Party in receipt of such Notice of Default fails to cure the specified default within the cure period, then the other Party may issue a Notice of Termination. Upon issuance, such a Notice of Termination shall be deemed a Notice of Dispute for purposes of Article XI of this Agreement and such Notice of Termination shall be submitted to dispute resolution in 26 accordance with that Article. Subject to Article XI and except as otherwise provided in this Agreement, the termination rights provided in this Article VI are not in lieu of, but are in addition to, any other rights and remedies either Party may have under the circumstances. A. Termination Rights of the University 99. The University may issue the County a Notice of Default if the County breaches any of its material duties or obligations under this Agreement and such breach is material to the University's rights and benefits under this Agreement. If the County does not cure such breach within forty-five (45) days after the date of the University's written Notice of Default, the University may issue the County a Notice of Termination. Provided, however, that if by the nature of the breach, the University agrees that a cure can be achieved, but not within forty-five (45) days, and that after receipt of such notice the County has begun to effect a cure without undue delay, then the County shall have such time as is reasonably required to effect a cure with diligent effort, but in any event not to exceed ninety (90) days from the date of the written Notice of Default from the University. 100. If, prior to 2029, the LFG generation rate falls below an average of 190 cfin over a consecutive one hundred eighty (180) day period due to no fault of the University, the University may issue the County a Notice of Default. If the LFG generation rate does not exceed an average of 190 cfin within the ninety (90) day period after the date of the Notice of Default, then the University may issue the County a Notice of Termination. B. Miscellaneous Termination Events 101. This Agreement may be terminated by mutual agreement of the Parties. In addition, this Agreement shall terminate (without a cure period) if (a) the University's use of LFG as a fuel source and for flaring should become unlawful due to no fault of the Parties; or (b) • the LFG Project Permits or authorizations expire or are revoked due to no fault of the Parties and 27 cannot be renewed or reinstated due to no fault of the Parties despite their best efforts, such that the University is unable to use the LFG as a fuel source and is unable to flare the LFG for the remainder of the Term. C. Termination Rights of the County 102. The County may issue the University a Notice of Default if the University fails to make any of the payments due hereunder in accordance with this Agreement. If the University fails to cure the payment default within forty-five (45) days after the date of the written Notice of Default, then the County may issue the University a Notice of Termination. 103. The County may issue the University a Notice of Default if the University breaches any of its material duties or obligations under this Agreement (other than the making of payments in accordance with this Agreement, the termination of which is covered by Paragraph 102 hereunder) and such breach is material to the County's rights and benefits under this Agreement. If the University does not cure such breach within forty-five (45) days after the County's written Notice of Default, the County may issue the University a Notice of Termination. Provided, however, that if by the nature of the breach the County agrees that a cure can be achieved, but not within forty-five (45) days, and that after'receipt of such notice the University has begun to effect a cure without undue delay, then the University shall have such time as is reasonably required to effect a cure with diligent effort, but in any event not to exceed ninety (90) days from the date that the University receives written Notice of Default from the County. 104. The County may issue the University a Notice of Default upon the occurrence of the following events: if the University abandons or vacates the entire LFG Project or removes fixtures or equipment such that neither the flare nor the Gas Conversion System can operate, except for such removal that may be undertaken during maintenance, upkeep, or in the normal 28 course of business. If the University fails to cure such default within forty-five (45) days after the date of the written Notice of Default, then the County may issue the University a Notice of Termination. 105. The County may issue the University a Notice of Default if the University operates neither the Gas Conversion System nor the flare for a period of one hundred eighty (180) consecutive days except (i) for a Force Majeure event, and (ii) at the beginning of the Term before the Gas Conversion System and flare have become operational. If the University fails to re-commence continuous operation of either the Gas Conversion System or the flare within forty-five (45) days after the date of the Notice of Default, then the County may issue the University a Notice of Termination. D. Rights Upon Termination or Expiration 106. Survival of Selected Provisions,. Notwithstanding the expiration or earlier termination of this Agreement for any reason however described, the following terms of this Agreement shall survive any such expiration or termination: Article I, Article V, Subparts C and D of Article VI, Article VII, Article X, Article XI, and Article XIII. 107. LFG Collection System. Following the expiration or termination of this Agreement, the University shall have the right to dismantle and remove from the Landfill or other County-owned property all or any portion of the equipment comprising the LFG Collection System. In the alternative, the University may elect to offer for sale to the County all or any portion of the equipment comprising the LFG Collection System for its Fair Market Value. If the University decides to dismantle and remove all or any portion of the equipment comprising the LFG Collection System, it shall perform such removal consistent with applicable Laws and any applicable provisions of the Landfill Permits and LFG Project Permits. The University shall permanently seal and cap all openings for pipes or equipment left in the Landfill in accordance 29 with industry standards and any applicable provisions of the Landfill Permits and LFG Project Pennits. The University shall use its best efforts to prevent damage to County property during • such equipment removal process, and shall reimburse the County for the reasonable costs of repairing any damage to the Landfill or other County property. 108. Pipeline. Following the expiration or termination of this Agreement, the University shall remove any Landfill Gas from the Pipeline, cap the Pipeline, and take any other actions relating to the closure of the Pipeline as may be required by applicable Laws and by any applicable provisions of the Landfill Permits and LFG Project Permits. 109. The University's Option to Offer the LFG Collection System for Sale to the County. If the University elects to offer for sale to the County all or any portion of the equipment comprising the LFG Collection System, it shall so notify the County in writing within thirty (30) days following any expiration or termination of this Agreement. If the County elects to purchase any such equipment, such purchase shall be on an "AS IS," "WHERE IS" AND "WITH ALL FAULTS" basis, but free of any and all liens, for the Fair Market Value (defined hereunder). If the University does not timely notify the County of an election to offer for sale to the County all or any portion of the LFG Collection System and the University fails to remove such equipment within one hundred eighty days (180) days after the expiration or termination of this Agreement, then any such equipment remaining on the County's property shall be deemed abandoned. If the County rejects a timely offer for sale by the University under this Paragraph of all or any portion of the LFG Collection System and the University fails to remove such equipment within one hundred eighty days (180) days after the date of such rejection, then any such equipment remaining on the County's property shall be deemed abandoned; provided, however, that in the event the County subsequently makes productive use of such equipment, or • 30 leases or sells such equipment, then the County shall pay the University the Fair Market Value of such equipment. 110. Fair Market Value. In the event the University elects to offer for sale to the County all or any portion of the equipment comprising the LFG Collection System upon the expiration or termination of this Agreement, the Parties will enter into good faith negotiations to determine the Fair Market Value of such equipment pursuant to this Paragraph 110. a. The term "Fair Market Value" shall mean the value which would be obtained for the equipment comprising the LFG Collection System that is the subject of the University's offer for sale in an arm's length transaction between an informed and willing buyer under no compulsion to buy, and an informed and willing seller under no compulsion to sell, based upon the use of the University's LFG Collection System as an ongoing enterprise in its then current condition utilizing generally recognized professional criteria for the appraisal of industrial property used in the landfill gas business. b. If the County and the University cannot agree on a Fair Market Value for the equipment comprising the LFG Collection System that is the subject of the University's offer for sale within thirty (30) days following the initiation of good faith negotiations, then such Fair Market Value shall be mutually determined in an appraisal by an independent, qualified, nationally recognized appraiser of industrial property similar to the University's LFG Collection System. 31 ARTICLE VII PURCHASE AND SALE OF LFG A. The University's Purchase Obligations 111. Subject to the terms and conditions of this Agreement, the County shall sell, and the University shall accept and purchase, all of the LFG that is delivered to the Delivery Point. B. Payments to the County 112. The University shall make payments to the County based on the heating energy content of all Gas Sold. Such payments shall consist of the Flare Payment and the Conversion Payment, as calculated in accordance with Subparts C and D of this Article VII. Such payments and any other payments that the University may be required to make under this Agreement shall be full compensation to the County both for the heating energy content of the LFG and for any Environmental Benefits resulting from the destruction of the LFG, including those benefits associated with reducing greenhouse gas emissions or producing renewable energy. 113. The University will make monthly cash payments to the County based on the heating energy content of the LFG delivered to the University in the preceding calendar month, as.determined in accordance with Subparts C and D of this Article VII. C. Payment for Gas Flared 114. Each month during the Term of this Agreement, the University shall make payments to the County based on the heating energy content of the LFG that is delivered to the LFG flare (the "Flare Payment") (a) commencing upon the Flare Payment Date (as that term is defined in Article VIII hereunder) and continuing to the Conversion Payment Date (as that term • is defined in Article VIII hereunder); and (b) for any period after the Conversion Payment Date during which the University operates the flare. • 32 • 115. The University shall continuously monitor the LFG at Meter Points A and B, and such LFG will be measured, recorded, and totalized on an hourly, daily and monthly basis. The heating energy content of the LFG delivered to the flare shall be based on its measured monthly methane content at Meter Point B. The methane content shall be measured in SCF/month and shall be equal to the product of(a) the percent methane by volume, and (b) the LFG measured in SCF/month at Meter Point B (the "Meter Point B Methane Content"). For purposes of determining the Flare Payment, the total monthly heating energy content of the LFG measured at Meter Point B (the "Flare MMBTU HHV") shall be obtained by dividing the product of(a) the • Meter Point B Methane Content, and (b) 1,012, by 1,000,000. Expressed in a formula, the Flare MMBTU HHV = Meter Point B Methane Content x 1012 ÷ 1,000,000. 116. For a given month during the Term of this Agreement, the Flare Payment shall be equal to the Flare Percentage, as such percentage may be adjusted in accordance with Paragraph 82 of this Agreement and/or Subpart E of this Article VII, multiplied.by the product obtained by multiplying (i) the Flare MMBTU HHV for such month by (ii) the lesser of the BTU Equivalent Price or the Adjusted BTU Equivalent Price. Expressed in a formula, the monthly Flare Payment = 0.053 (as may be adjusted) x Flare MMBTU HHV x BTU Equivalent Price or Adjusted BTU Equivalent Price, whichever is less. A sample calculation of the Flare Payment is shown in Exhibit F. D. Payment for Gas Converted to Energy 117. Each month during the Term•of this Agreement, the University shall make payments to the County based on the heating energy content of the LFG that is delivered to the Gas Conversion System (the "Conversion Payment") (a) commencing upon the Conversion Payment Date (as that term is defined in Article VIII hereunder); and (b) for any period during which the University operates the Gas Conversion System. 33 • 118. The University shall continuously monitor the LFG at Meter Points A and B, and . such LFG will be measured, recorded, and totalized on an hourly, daily and monthly basis. The heating energy content of the LFG delivered to the Gas Conversion System shall be based on its measured monthly methane content at Meter Point A. The methane content shall be measured in . SCF/month and shall be equal to the product of(a) the percent methane by volume, and (b) the LFG measured in SCF/month at Meter Point A (the "Meter Point A Methane Content"). For purposes of determining the Conversion Payment, the total monthly heating energy content of the LFG measured at Meter Point A (the "Conversion MMBTU HHV") shall be obtained by • dividing the product of (a) the Meter Point A Methane Content, and (b) 1,012, by 1,000,000. Expressed in a formula, the Conversion MMBTU HHV = Meter Point A Methane Content x 1012 ± 1,000,000. 119. For a given month during the Term of this Agreement, the Conversion Payment shall be equal to the product of (a) the Conversion Percentage, as such percentage may be adjusted in accordance with Subpart E of this Article VII, and (b) the product obtained by multiplying (i) the Conversion MMBTU HHV for such month by (ii) the lesser of the BTU Equivalent Price or the Adjusted BTU Equivalent Price. Expressed in a formula, the County's monthly Conversion Payment = 0.166 (as may be adjusted) x Conversion MMBTU HHV x BTU Equivalent Price or Adjusted BTU Equivalent Price, whichever is less. A sample calculation of the Conversion Payment is shown in Exhibit F. 120. The Parties recognize that the regulations, policies and procedures governing reductions in GHG emissions and associated markets for Environmental Benefits, including Carbon Credits and Emission Allowances, are evolving. Accordingly, the University will strive • to adopt cost effective practices with respect to the LFG Project to maximize the Environmental 34 Benefits resulting from the project and to measure and document them in a way that meets both the University's internal carbon reduction objectives and the County's objective to generate economic benefits. E. Adjustments to County Payments 121. General. During the Term of this Agreement, the Parties acknowledge that changes in the renewable energy marketplace and in the regulation of GHG emissions may occur that may affect the compensation paid to the County under this Agreement. Accordingly, pursuant to the terms and conditions hereunder, the Parties agree to make certain adjustments to the County's payments under the following circumstances as set forth in Paragraphs 122-125 hereunder: (a) beginning in 2015 and in each year thereafter during the Tenn the Agreement, to reflect certain differences that may arise between the Average Allowance Market Prices for such years and the Forecasted Carbon Prices set forth on Exhibit A for such years (the "Emission • Allowance Price Adjustment"); (b) to reflect changes in Global Warming Potential that may arise during the Term of the Agreement (the "GWP Adjustment"); and (c) to reflect additional compensation that may result from the University monetizing additional or different Environmental Benefits under this Agreement (the "Adjustment for Other Environmental Benefits"). The Parties shall jointly retain the Carbon Price Consultant, beginning on or about the date that the flare becomes operational, and the Parties shall share equally all fees and expenses payable to the Carbon Price Consultant. 122. Emission Allowance Price Adjustment. The Parties acknowledge that the Flare and Conversion Percentages have been established, in part, based on the Forecasted Carbon Prices set forth on Exhibit A. Any adjustment in the Flare and Conversion Percentages pursuant to this Paragraph shall be based on a comparison of the Average Allowance Market Prices and the Forecasted Carbon Prices performed pursuant to a methodology (the "Emission Allowance 35 Price Methodology") developed in accordance with the provisions•of this Paragraph by the Carbon Price Consultant. No adjustments to the Flare Percentage or the Conversion Percentage shall be made under this Paragraph (i) prior to 2015, or (ii) in any month during the Term of this Agreement in which a Cap-and-Trade System has not been enacted under federal legislation in the United States, a. Emission Allowance Price Methodology. Not later than one hundred eighty days (180) before the first month in which an adjustment is made under this Paragraph 122, the Parties shall direct the Carbon Price Consultant to develop a methodology meeting criteria mutually acceptable to the Parties that shall permit the Parties to perform a comparison of the Average Allowance Market Prices and the Forecasted Carbon Prices by reference to (i) data showing the prices at which Emission Allowances were purchased and sold in the regulated carbon market established in the United States under federal legislation enacting a Cap-and- Trade System, and (ii) such other information that the Carbon Price Consultant determines is customary and reasonable in the carbon consulting industry. The Carbon Price Consultant shall document the Parties' agreement on the Emission Allowance Price Methodology. Any Dispute concerning the Emission Allowance Price Methodology shall be submitted to Dispute Resolution in accordance with Article XI of this Agreement. b. Flare and Conversion Payment Adjustments. Beginning in 2015 and continuing through the remaining Term of the Agreement, in any month in which a Cap-and- , Trade System has been enacted under federal legislation in the United States, the University shall apply the Emission Allowance Price Methodology to compare the 36 Average Allowance Market Prices and the Forecasted Carbon Prices for the applicable month of the Agreement. c. If there is a positive or negative difference between the Average Allowance Market Price of an Emissions Allowance for the given month and the Forecasted Carbon Price for such month, the following adjustment to the Flare Percentage for such month shall be made: The Flare Percentage shall be increased or decreased by 0.357% for each whole dollar (rounded down to the nearest whole dollar) that the Average Allowance Market Price for such month is either above (for increases) or below (for decreases) the Forecasted Carbon Price for such month; provided, however that the Flare Percentage for any month shall not be adjusted in a manner that results in the adjusted Flare Percentage equaling (i) a percentage • greater than (a) 8.51%, if the Flare Percentage is 5.3%; (b) 14.16%, if the Flare Percentage is 10.95% by operation of Paragraph 82 of this Agreement; or (c) 19.81%, if the Flare Percentage is 16.6% by operation of Paragraph 82; or (ii) a percentage less th4n (a) 2.09%, if the Flare Percentage is 5.3%; (b) 7.74%, if the Flare Percentage is 10.95% by operation of Paragraph 82 of this Agreement; or (c) 13.39%, if the Flare Percentage is 16.6% by operation of Paragraph 82. For purposes of calculating adjustments under this Paragraph 122, the Flare Percentage shall reset each month to five and three-tenths percent (5.3%) or the percentage established by operation of Paragraph 82, whichever is applicable. For the avoidance of ambiguity and by way of example only, if the Flare Percentage is adjusted in January 2015 from five and three-tenths percent (5.3%) to six percent (6.0%), the Flare Percentage shall reset to five and three-tenths 37 percent (5.3%) for purposes of calculating any adjustments to the Flare Percentage for the month of February 2015. d. If there is a positive or negative difference between the Average Allowance Market Price of an Emissions Allowance for the given month and the Forecasted Carbon Price for such month, the following adjustment to the Conversion Percentage for such month shall be made: The Conversion Percentage shall be increased or decreased by 1.12% for each whole dollar (rounded down to the nearest whole dollar) that the Average Allowance Market Price for such month is either above (for increases) or below (for decreases) the Forecasted Carbon Price for such month; provided, however that the Conversion Percentage for any month shall not be adjusted in a mariner that results in the adjusted Conversion Percentage equaling a percentage greater than 26.68% or less than 6.52%. For purposes of calculating adjustments under this Paragraph 122, the Conversion Percentage shall reset each month to sixteen and six-tenths percent (16.6%). For the avoidance of ambiguity and by way of example only, if the Conversion Percentage is adjusted in January 2015 from sixteen and six-tenths percent (16.6%) to fourteen percent (14.0%), the Conversion Percentage shall reset to sixteen and six-tenths percent (16.6%) for purposes of calculating any adjustments to the Conversion Percentage for the month of February 2015. e. The University shall reflect any adjustments to the Flare and Conversion Percentages made under this Paragraph 122, including the underlying calculations, in the Monthly Billing Statement for such month issued to the 38 • County under Paragraph 127 hereunder. A sample calculation is provided in Exhibit G. 123. GWP Adjustment. The commercial terms set forth in this Agreement assume a Global Warming Potential (GWP) for methane of twenty-one (21) to calculate the Environmental Benefits that will result from the LFG Project's destruction of methane. Payments to the County will be adjusted as set forth below to the extent that the GWP for methane changes during the Term of this Agreement as follows: a. For any month in which the GWP of methane is tWenty-three (23) or greater, as accepted under any Laws regulating the GHG emissions of the University, or, in the absence of such Laws, as provided in the then-current General Reporting Protocol for the Voluntary Reporting Program published by The Climate Registry, then the University shall make a payment to the County in the Monthly Billing Statement for such month equal to twenty-five percent (25%) of the product that results from multiplying the (i) lesser of the Average Allowance Market Price of Emissions Allowances or the Forecasted Carbon Price for such month by (ii) the difference between the number of metric tons of CO2e destroyed by the LFG Project calculated by reference to a GWP of twenty-three (23) or greater and the number of metric tons of CO2e destroyed by the LFG Project calculated by reference to a GWP of twenty-one (21). A sample calculation is provided in Exhibit G. • b. For any month in which the GWP of methane is nineteen (19) or less, as accepted under any Laws regulating the GHG emissions of the University, or, in the absence of such Laws, as provided in the then-current General Reporting 39 • Protocol for the Voluntary Reporting Program published by The Climate Registry, then the University shall reduce the payment due the County in the Monthly Billing Statement for such month by an amount equal to twenty-five percent (25%) of the product that results from multiplying (i) the lesser of the Average Allowance Market Price or the Forecasted Carbon Price for such month by (ii) the difference between the number of metric tons of CO2e destroyed by the LFG Project calculated by reference to a GWP of twenty-one (21) and the number of metric tons of CO2e destroyed by the LFG Project calculated by reference to a GWP of nineteen (19) or less. A sample calculation is provided in Exhibit G. 124. Adjustments for Other Environmental Benefits. The economic benefit of this Agreement is based in part upon the value of Carbon Credits. The Parties recognize that during the Term of this Agreement, other Environmental Benefits may be generated through the University's operation of the LFG Project, particularly as they relate to the market for renewable energy. The Parties further recognize that the current state of the market for such Environmental Benefits is unsettled with respect to whether, and to what extent, other Environmental Benefits may become available that are associated with the operation of the LFG Project. The Parties recognize that during the Term of this Agreement, new Laws, guidance, voluntary standards or comparable directives may be issued that clarify the respective valuation protocols for various Environmental Benefits associated with the LFG Project. 125. In consultation with the County, the University shall, on an ongoing basis, determine if the categorization of Environmental Benefits associated with the LFG Project in ways other than as Carbon Credits would result in additional revenue to the County without compromising either the University's ability to derive environmental benefit through the 40 generation of Carbon Credits or its achievement of other objectives for the LFG Project, including in particular as they relate to the University's commitment under the American College and University Presidents Climate Commitment. If such alternative categorization of Environmental Benefits would result in a greater overall value to the University and a greater overall payment to the County than the County would receive if the Environmental Benefits were solely categorized as Carbon Credits, and the University decides in a given month, in its sole discretion, to monetize a portion or all of the Environmental Benefits in a manner other than as Carbon Credits, the University shall pay to the County fifty percent (50%) of the proceeds resulting from such monetization net of any costs the University incurs both in monetizing the Environmental Benefits and replacing Carbon Credits that would otherwise have been generated by the operation of the LFG Project, if any, but for the University's decision to monetize another type of Environmental Benefit. Provided, however, that nothing in this Agreement shall obligate the County to incur all or any portion of any costs that exceed any surplus proceeds resulting from the monetization of any Environmental Benefits. In the event the University generates a surplus in any month, it shall provide an accounting of the surplus revenue thus generated in the Monthly Billing Statement and the monthly payment to the County shall be increased accordingly. A sample calculation is provided in Exhibit G. 126. Notwithstanding anything contained herein to the contrary, the County shall have the option, exercisable at any time and from time to time upon thirty (30) days' written notice to the University, to purchase Carbon Credits from a third party and to exchange such Carbon Credits, without any additional compensation, for an amount equal to up to fifteen percent (15%) of the Carbon Credits generated by the LFG Project in a given month. The Carbon Credits purchased from a third party for exchange must be eligible carbon offsets under a Cap-and-Trade 41 System enacted under federal legislation in the United States, or in the absence of such a system, must be eligible carbon offsets under the California Climate Action Registry, the Voluntary Carbon Standard, or the rules of any regional compliance market, such as the Regional Greenhouse Gas Initiative or the Western Climate Initiative. F. Billing 127. The University shall cause the metering devices to be read on the last day of each month during the Term of this Agreement. The University shall thereafter prepare and deliver to the County on or before the fifteenth (15th) day of each subsequent month the Flare Payment and/Or the Conversion Payment along with a statement to the County (a "Monthly Billing Statement") providing all relevant metering information and data that will clearly indicate (and will permit the County to verify) the (i) quantity of Landfill Gas on an SCF basis delivered to the Meter Points A and B during the preceding calendar month; (ii) the Meter Point A Methane Content and the Meter Point B Methane Content; (iii) the Flare MMBTU HHV and the Conversion MMBTU HHV; (iv) the Flare Payment and the Conversion Payment; (v) any adjustments made under Subpart E of this Article VII; and (vi) reasonably detailed calculations performed by the University to derive all of the foregoing information. ARTICLE VIII RESPECTIVE EFFECTIVE DATES OF THE UNIVERSITY'S OBLIGATIONS UNDER THIS AGREEMENT 128. Construction Date - (Construction of LFG Collection System). The University shall have no obligation to commence construction of the LFG Collection System (or to continue construction of the LFG Collection System if construction has already commenced) prior to the University's receipt of all LFG Project Permits relating to such system. Within ten (10) days of its receipt of the last Approval necessary to construct the LFG Collection System, 42 the Party receiving such Approval shall notify the other Party in accordance with Paragraph 153 hereunder of the date of the issuance of such Approval. 129. Flare Payment Date. The University shall commence Flare Payments to the County thirty (30) days after the acceptance of the completed LFG Collection System by the North Carolina State Construction Office. 130. LFG Project Date. The University shall commence construction of the Pipeline and the Gas Conversion System after the occurrence of the following events: a. The receipt of all necessary Approvals to construct the Pipeline. b. The receipt of all necessary LFG Project Permits relating to the Gas Conversion System and the Pipeline. Within ten (10) days of its receipt of the last Approval necessary to construct the Gas Conversion System and the Pipeline, the Party receiving such Approval shall notify the other Party in accordance with Paragraph 153 hereunder of the date of the issuance of such Approval. 131. Conversion Payment Date. The University shall commence Conversion Payments to the County thirty (30) days after the acceptance of the completed Gas Conversion System by the North Carolina State Construction Office. ARTICLE IX LANDFILL GAS DELIVERY 132. Ownership and title of the Landfill Gas shall pass to the University at the Delivery Point. 133. For purposes of measuring the quantity of Landfill Gas delivered to the Delivery Point, the University shall install, at its own cost and expense, Gas Flow Meters for Meter Point 43 A and Meter Point B with a design accuracy of not less than two percent (2%) for all parameters measured and taking into account verification methodologies for Environmental Benefits. 134. Such Gas Flow Meters shall be owned, operated, maintained and calibrated by the University at its sole cost and expense. The Gas Flow Meters shall be designed and operated to provide time-synchronized data for MMBtu and to provide all other information required to be measured pursuant to this Agreement. The University's Gas Flow Meters shall be sealed, with the seals broken only for the purpose of inspecting, testing, repairing, or recalibrating the metering devices. The University shall keep its Gas Flow Meters accurate and in good working order and the University shall periodically test such metering equipment as the University deems • necessary; provided that the University shall test its metering equipment at least once every six (6) months, but in no case less than any testing requirement set forth in any applicable Laws or manufacturers' recommendations. In the event a Gas Flow Meters is to be tested, cleaned, repaired or recalibrated, or otherwise read or inspected by the University, the University shall provide the County with five (5) days prior written notice of any such procedure, so that the County may be present during any such procedure. The University shall preserve all charts, test data and similar records in accordance with the record retention provisions of Paragraph 148 of this Agreement. The County shall have the right to install and maintain its own Gas Flow Meters. 135. The County and its agents shall have the right from time to time, at reasonable times during the Term, to monitor, access, and inspect the condition and use of the LFG Project and to monitor, access, and inspect work in progress and the day-to-day operation of the LFG Project. Any such monitoring, examinations, inspections or visits shall be conducted in a manner so as to cause minimum interference with the University's LFG Project. 44 • ARTICLE X INSURANCE AND TAXES • 136. At all times during the term of this Agreement, the Parties shall maintain worker's compensation insurance, covering liability under applicable worker's compensation law, at the statutory coverage levels. 137. Any subcontractor retained by the University in connection with the construction • of the LFG Project shall comply with the minimum insurance requirements specified by the North Carolina State Construction Office under the "Instructions to Bidders and General Conditions of the Contract" (Form 0C-15). The University shall require each such construction subcontractor to maintain such coverages for the time periods required therein. Any subcontractor retained by the University in connection with the operation of the LFG Project shall comply with the minimum insurance requirements specified in the "North Carolina General Contract Terms and Conditions" or the "University of North Carolina at Chapel Hill General Terms and Conditions for Commodities and Services," as applicable. The University shall require each such operating subcontractor to maintain such coverages for the time periods required therein. 138. No subcontracting shall relieve any Party of its obligations under this Agreement. Each Party shall remain primarily liable and obligated to the other Party for the timely and proper performance of all of its obligations hereunder even if such obligations are delegated to third-party subcontractors. 139. Each Party shall be responsible for any taxes or assessments levied on any real, personal or tangible property owned by it, inclusive of any LFG on that party's respective side of the Delivery Point after the Effective Date of this Agreement. All transfer, documentary, sales, use, stamp, registration, recording, conveyance and other similar taxes, fees or charges 45 • • (including any penalties and interest) arising from the transactions contemplated by this Agreement shall be paid by the University when due or collected from the University by the County in accordance with applicable Law. Half (50%) of the amount of taxes, fees or other charges paid by the University pursuant to the immediately preceding sentence shall be subsequently reimbursed to the University by the County by set-off against the Flare Payments. In accordance with applicable Law, the County will accept a certificate or other documentation as required with respect to any claim by the University that it is exempt from the payment of any such taxes. To the extent applicable, the University and the County will, at their own expense, file all necessary tax returns and other documentation with respect to such taxes, and the Parties will cooperate to the extent necessary with respect to such filings. ARTICLE XI DISPUTE RESOLUTION 140. General. Any dispute, controversy or claim that arises out of or relates to this Agreement (including any dispute over the existence, validity, interpretation, performance, breach or termination thereof) (a "Dispute") shall be resolved in accordance with the procedures specified in this Article XI prior to any party initiating litigation regarding such Dispute, except as set forth in Paragraph 146 of the Agreement. Each Party shall bear its own costs incurred in connection with any dispute resolution process under this Article. The entire dispute resolution process set forth in this Article XI is a compromise negotiation. Subject to the North Carolina Public Records Act and other applicable Laws, all offers, promises, conduct and statements, whether oral or written, made in the course of dispute resolution by any of the Parties, their agents, employees, experts and attorneys are confidential. Subject to the North Carolina Public Records Act and other applicable Laws, such offers, promises, conduct and statements are 46 privileged under any applicable arbitration privilege, are subject to Rule 408 of the Federal Rules of Evidence and any state counterpart rules or doctrine and are inadmissible and not discoverable for any purpose, including impeachment, in litigation between the Parties to the litigation; provided, however, that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its presentation or use during the dispute resolution process hereunder. 141. Notice. If a Dispute arises under this Agreement the claimant Party (the "Claithant") shall provide a written notice of the Dispute ("Notice of Dispute") to the other Party ("Respondent"), which shall contain a reasonably detailed statement of the nature of the Dispute and the relief requested. A Notice of Termination issued in accordance with Article VI shall be deemed a Notice of Dispute for purposes of this Article XI. 142. Executive Review. Upon receipt of a Notice of Dispute, the University's Director of Energy Services and the Assistant County Manager shall meet in person and, unless the Parties mutually agree in writing to a different time period, shall have thirty (30) calendar days to discuss, consider and attempt in good faith to resolve the Dispute. If, upon the expiration of such time period, the University's Director of Energy Services and the Assistant County Manager have been unable to resolve the Dispute, then they shall immediately submit the dispute for Senior Executive Review in accordance with Paragraph 143 of this Agreement. 143. Senior Executive Review. For disputes that are submitted for Senior Executive Review following the Executive Review process described in Paragraph 142, the University's Associate Vice Chancellor for Campus Services (or higher-level authority) and the County Manager (or higher-level authority) shall meet in person and, unless the Parties mutually agree in writing to a different time period, shall have thirty (30) calendar days to discuss, consider and 47 attempt in good faith to resolve the Dispute. If, upon the expiration of such time period, the University's Associate Vice Chancellor for Campus Services (or higher-level authority) and the County Manager (or higher-level authority) have been unable to resolve the Dispute, then the Dispute shall be submitted to non-binding mediation in accordance with Paragraph 144 of this Agreement. 144. Non-Binding Mediation. If the Executive Review and Senior Executive Review dispute resolution processes are unsuccessful, the Parties shall be obligated to submit the Dispute to non-binding mediation through the use of a neutral, independent, disinterested mediator selected by the Parties from a professional. mediation firm. If such Dispute is not resolved through the non-binding mediation process within one hundred twenty (120) days after the date of the Notice of Dispute or Notice of Termination (or such other time period as mutually agreed to by the Parties in writing), either Party may initiate litigation in any court of competent jurisdiction. The Parties shall share equally all fees and expenses payable to any mediator retained hereunder. 145. Continued Performance; No Tolling of Cure Periods. Except when clearly prevented from doing so by the matter in dispute, the Parties shall continue performing their obligations under this Agreement while any Dispute is being resolved as provided in this Article unless and until such obligations are terminated by the termination or expiration of this Agreement. The time frame for a Party to cure any breach of the terns of this Agreement shall not be tolled by the pendency of any dispute resolution procedures. 146. Equitable Relief. Notwithstanding anything contained in this Agreement to the contrary, the Parties shall be entitled to seek injunctive or other equitable relief in any court of 48 competent jurisdiction whenever the facts or circumstances would permit a Party to seek such equitable relief without obligation to post bond. ARTICLE XII • FORCE MAJEURE 147. Suspension of Obligations. If, because of a Force Majeure event, either Party is unable, in whole or in part, to carry out its obligations under this Agreement, then such Party shall give written notice and reasonably full details of the Force Majeure event to the other Party as soon as possible after the event's occurrence. Upon such notice, the obligations of the noticing Party (other than the obligation to make any payments under this Agreement) shall be suspended during the period in which the Party is unable to perform because of the Force Majeure event,but for no longer period, provided that: a. the burden of proof on whether a Force Majeure event has occurred shall be upon the Party claiming Force Majeure; • b. the nonperforming Party shall make all reasonable efforts to continue to perform its obligations despite the occurrence of a Force Majeure event; and c. the nonperforming Party shall provide the other Party with prompt written notice of the cessation of the Force Majeure event. ARTICLE XIII MISCELLANEOUS 148. Records. During the term of this Agreement, and for a period of three (3) years thereafter (unless a longer period of time is required under applicable Laws), each Party shall keep and maintain complete and accurate records and all other data required by each of them for the purposes of the proper administration of this Agreement. Each Party shall have the right, at 49 its sole expense during normal business hours, to examine the other Party's records to the extent necessary to verify the accuracy of any statement, change, notice or computation made hereunder. 149. Amendment to Agreement. This Agreement may be amended or modified only by a written instrument signed by each of the Parties. 150. Disclaimer of Joint Venture, Partnership and Agency. This Agreement shall not be interpreted or construed to create an association, joint venture, or partnership between the County and the University, or to impose any partnership obligation or liability upon such Parties. Neither the County nor the University shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. 151. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such terms and provisions to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby, except each Party shall be obligated to reform the remaining terms appropriately, and each term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 152. Assignment. Neither Party may assign or transfer its respective rights and obligations under this Agreement, except with the consent of the other Party, which shall be in that Party's sole discretion. Any assignment purportedly made by a Party without the requisite consent of the other Party shall be null and void. 50 153. Notices. All notices and other communications under this Agreement (other than regularly scheduled payments) shall be addressed as follows: Orange County: Orange County Solid Waste Director P. O. Box 17177 Chapel Hill,NC 27516 (Curi-ent Director: Gayle Wilson) PHONE 919-968-2885 FAX: 919-932-2900 Orange County Manager P. O. Box 8181 Hillsborough, NC 27278 (Current Manager: Laura Blackmon) PHONE 919-245-2300 FAX: 919-644-3004 With a copy to: Orange County Attorney P. O. Box 8181 Hillsborough,NC 27278 (Current County Attorney Geoffrey E. Gledhill) PHONE 919-245-2300 FAX: 919-644-3004 Orange County Emergency Contact: Orange County Solid Waste Operations Manager (Currently: Paul Spire) PHONE: (919) 624-0221 FAX: 919-932-2900 The University of North Carolina at Chapel Hill: Director of Energy Services 925 Branch Street, Campus Box 1855 Chapel Hill,NC 27599-1855 (Current Director: Ray DuBose) PHONE: 919-966-4100 FAX: 919-843-7328 With a copy to: 51 The University of North Carolina at Chapel Hill General Counsel Campus Box 9105 Chapel Hill, NC 27599-9105 (Current General Counsel: Leslie Strohm) FAX: 919-843-1617 University Emergency Contact: Shift Supervisor on duty UNC Cogeneration Facility PHONE: 919-962-1167 (24/7 emergency telephone number) Such notices and communications shall be deemed to have been given and received when personally delivered or upon receipt as evidenced by a United States Postal Service Receipt for Certified Mail or evidence of delivery by a private express mail service (e.g.;UPS, FedEx, DHL) or upon receipt by facsimile provided that the sender promptly thereafter delivers a copy of the notice together with the receipt issued by the sender's facsimile machine, to the recipient. Either Party may change the address to which communications or payments are to be made by notice to the other Party as set forth above. 154. Integration. This Agreement is intended by the Parties as the final expression of their agreement with respect to such subject matter, both written and oral, and supersedes all previous agreements. • 155. Waiver. No delay or omission by a Party to exercise any right occurring upon any non-compliance or default by the other Party with respect to any of the terms of the Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either the County or the University of any failure of the other Party to perform any of its obligations under this Agreement shall not be construed as a waiver of any future or continuing failure or failures, whether similar or dissimilar thereto. 52 156. Choice of Law. This Agreement and any provisions contained herein shall be interpreted under the laws of North Carolina without regard to principles of conflicts of law. 157. Communications. Neither Party shall make any public announcement concerning • this Agreement nor the transaction contemplated herein without first obtaining the approval of the other Party, which approval shall not be unreasonably withheld or delayed. 158. Equal Opportunity/Non-discrimination. The Parties shall comply with all federal and state requirements concerning fair employment and employment practices discriminating by reason of race, color, religion, gender, national origin, disability, age, creed, veteran's status, or sexual orientation. 159. No Third Party Beneficiaries. The Agreement is not intended to and does not confer any right or benefit on any third party. • IN WITNESS WHEREOF, the Parties hereto have caused the execution of this Agreement by the representatives whose names appear below as of the date first written above. ORANGE s , '.S,$fH CAROLINA ITS: 1L,6. dt� DATE: 431.0 l UNIVERSITY OF NORTH CAROLINA AT CHAPEL H L • BY: /� 11 Rawl,Morin ITS: Vice Chancellor for Finance&Administratiofl DATE: 01 53 Ex, i bit A s �z K a fas"' .- r , x �" i?r ? r :g ai J `' o--iti ^fix cam* o'' ������ ���m� � � i ,� o w h �� �t� ��"Forecasted?Carbon It u -g v, a Prices"'. 04 a Adjusted Btu ($'per metric ton Kof g q Each hMonth n ;-` Equivalent-4Price" carbon` dioxideb ` o,,. Calendar Year uM.w_x. ., z.($IMMBtu,HHU). s.._ ,. ._ .v ..equivalent) , ',_5 2010 $ 9.00 $ 6.50 2011 $ 9.18 $ 7.25 2012 $ 9.36 $ 7.75 2013 $ 9.55 $ 8.00 2014 $ 9.74 $ 11.55 2015 $ 9.94 $ 18.00 2016 $ 10.14 $ 19.02 2017 $ 10.34 $ 20.04 2018 $ 10.54 $ 21.06 2019 $ 10.76 $ 22.08 2020 $ 10.97 $ 23.10 2021 $ 11.19 $ 24.40 2022 $ 11.41 $ 25.70 2023 $ 11.64 $ 27.00 2024 $ 11.88 $ 28.30 2025 $ 12.11 $ 29.60 2026 $ 12.36 $ 31.24 2027 $ 12.60 $ 32.88 2028 $ 12.85 $ 34.52 2029 $ 13.11 $ 36.16 2030 $ 13.37 $ 37.80 2031 $ 13.64 $ 38.56 1 2032 $ 13.91 $ 40.11 2033 $ 14.19 $ 42.57 2034 $ 14.48 . $ 46.08 2035 $ 14.77 $ 48.40 2036 $ 15.06 $ 49.37 2037 $ 15.36 $ 51.36 2038 $ 15.67 $ 54.51 2039 $ 15.98 $ 59.00 Note 1:2010-2014 estimated by Energy Strategies, LLC with input from Oliver Inc.. 2015-2039 based on S.2191, Nicholas Institute ADAGE Forecast. . _ Exhibit B . • . LEG COLLECTION COLLEC1ION SYSTEM LFG COLLECTION SYSTEM 6 - • Ill J_L. . __H__ i \ ...--_..1-.--7.-- ! I 1 ----i 1 i , 1 AI\ I ! 1 • I ! ,1 ; . ! • • \l,■ I I /I : / \ ‘. 1 _ _ . i 9 \ss / SOUTH LANDFILL I \,...,_ NORTH LANDFILL MOISTURE SEPARATOR ' -CONDENSATE -;METER POINT B - FLARE COLLECTION TANK 1-1, (FLOW AND METHANE CONTENT) '--- GAS FILTER (DUPLEX) Li BACK-UP FLARE LFG EXTRACTION ' PumP 1 METER POINT A - —— CONVERSION SYSTEM LIVERY (FLOW AND METHANE DE POINT 61) DO COND. CONTENT . .... I • REFRIGERANT I • GAS COMPRESSOR CHILLER — n . LANDFILL SITE TO LEACHATE COLLECTION SYSTEM — . LOW PRESSURE GAS PIPELINE TO GAS CONVERSION SYSTEM I 2.2 MILESk ELECTRICITY TO .(7----= SILENCER UNIVERSITY ! ENGINE EXHAUST '*:::3-------1 . —III IIIII 1 i -.• 7.- EU III , - . .. .. ..... • GAS CONVERSION SYSTEM LOMW ENGINE/GENERATOR SET Exhibit C a+ s 7'` � t ;,.`.*ms`s r..�--- -e� ,t $ re .,' �' :'s' .r.E::V. Eti:3-�T_.*es +::--:-7-.� ti l f Tg•'`,, $r;% , ',- „: yn "�" '@'� � .:i;t �t.�pt--l 3 £ FD�t/' _ . ,. .k• ORA#Nk,. :,':b I' ,,,w'_' „,;,... ,r,,i"5gj. 2�t •i { ' rna '`4�a` _dx�., "§ BPXX� ,f•n D..,,t yKCOUNTY , .'t. . , ,,—,-'W 2 �'' n'u i, '”ti ,.rig- :� fi «`.'nth.I" ,s za - �' gU :E a rh td� -, �', r. , $t a rr y: r a s: .s .f � ��. . .ss, ?A;�,C,.v CHAPEI°.� + � � C�.t � 1�t�r �.-�� s u't••t=2t add �ar". r �+�• �,c��, .:t7PPERNIAN� �y�,a-.- •WATCHd,rISLC�i``t�� _ '` ,� � � ( �'^ ��40 4r s '.4' a t .� , x s , . r'°' .aP .? rys4 '�;S -+AGQUEL1 E i`F.� 't'e - *jC+' a r ' 'Pi `'� ''"'.�.-°• „1,- Lk. 3 i r.g''..+ ,, '�:,:5:,,t` ":'S °#1-DUK E,-- �1 .�.= ' �t7 ib,1 �G� _,'',,.� i-,§'_ lY"r,q " 'y,_.�i• ! W✓ e .�:. • �` " ` ts- ', yt .:`t la i; Th'I } .�` �a:, aR41G4� �'�8 ,.i' `N \" cn '¢�1�,a kSa b "rt•;q,� .s, ? 'T'f„`° -;.44.',' 3 r`" t � -,•:" 1R# t :$ It$4 'm 'Ito'', q 'C i t{-t3� r�apyfi+.. �iG7�g`?�) ... Ga •.�. �,it`"v` �,,. DONADIQ l 9 �'�i�,! g��® t� . 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"Nil's rt I ti a z wi,9 t4, ty 1' `4'VIA t � I �4 ''''', ""....'",";% 'a te�g'�� _EY tfi,ut rF ;• r.'" �1P.0 `` A Y ° } !}' _. P Sit y } �q• i + X14. �' � '�,' i t.c � a° t' jn ° Gf "r , ,,:v t ORANGEi„ ` b \ -'as ._.. �, !11 �s ?WO f.d ` t u t'f �1 1'.)$ • .i Y ' Lt ',A �V 'e:•�,, y�J• •r" , 8�q.a�z- `�' + sal�y a �`vj 'S r COUNTY: fe, ,. ,,-, r7 +n. -4 ..- -,�� 5 k :g 3 b4......„4. A.:, ,_t ,, '�,v',vs,ns 4 ,TILSON y' y, 00,1: fa %'t ,;1i1 e�h t�`y . ` �®`���q$ �• UCLA Sr. p 3 ` L4 Ap4i la� i�... 6' , '&.:A 1 'a i '�R,'"'Al.---,--,-z; ._ ; e7 6. ' .::.: '��il. t ,1 : kl ;e• .,:;.:,)s ���^Ra. i.,,,,,,,o,,,,,,,,,,;.1„! :rf- .= �' ' y t K p;R�rrc Si'1§.t'+ n ?°f i' d R.tC�' l',,,,, k� �t ... �71LSON ,,i � � `;� i7.( ;a "' Ly 3 �'°_°sy -,... raarazar -._ -,...... ...�. T• ��•`' =i "� 'DAVIDC ..."fir '= ,' 1 - " .,?MisN. aasi:€ (00018638.DOC 24} . ....---_...................... . ................. ............. Exhibit C cont. Description of Easements Property ID Number Approximate Location Approximate Length Type of Use Approximate Width of Approximate Width of of Easement on Parcel of Easement on Parcel Permanent Easement Construction Easement 9870662911(County southeast corner of Landfill Gas Pipe, 6"to Landfill site, south property 1,500 linear feet(LF) 12" diameter 10 LF 20 LF section) 9870751483 parallel to north Landfill Gas Pipe, 6"to property line 350 LF 12" diameter 10 LF 20 LF 9870855283 parallel to north Landfill Gas Pipe, 6"to property line and east 3,000 LF 12" diameter 10 LF 20 LF property line 9880008527 parallel to north Landfill Gas Pipe, 6"to (Homestead Road) property line, adjacent 12" diameter,and to roadway 1,200 LF Electrical/telecomm 20 LF 3OLF ductbank and vaults Exhibit D Approvals Landfill Site Solid waste permit • Air permit for flare Duke Energy -New Service Pipeline North Carolina Utilities Commission(NCUC) Town of Chapel Hill North Carolina Department of Transportation Orange County—Easements Duke Energy—Easements North Carolina Department of Insurance • North Carolina State Construction Office North Carolina Department of Environment and Natural Resources Norfolk Southern Railroad Gas Conversion Building Town of Chapel Hill—Zoning Compliance Permit (ZCP) North Carolina Department of Insurance North Carolina State Construction Office Air Permit for engine North Carolina Department of Environment and Natural Resources • Orange Water and Sewer Authority(OWASA) • • Exhibit E Calculations demonstrating that Landfill is not subject to NSPS (see attached) ,... __ ---7-- Al ALMES &ASSOCIATES, INC, . CONSULTING ENGINEERS 1.11 COMMONWEALTH COURT, SUITE 104. CARY, NC 27611-4464 PHONE: (919)319-1187 FP : (919)481-1522 • 'August 25, 1998 • • • . . • Project No: R97-945-595 . . , . Mr. Thomas C. Allen, H , • . . Environmental Engineering Supervisor NC DEHNR Division of Air Quality P.O. Box 29580 Raleigh,North Carolina 27626-0580 ' • Transmittal . , . Recalculation of NMOC Emissions for Title V Applicability Orange Regional Landfill(MSWLF Permit No. 68-01) • . . • 'Chapel Hill,North Carolina , . Dear Mr.Allen: . . . On behalf of the Town of Chapel,North Carolina,Almes &Associates, Inc. (ALMES) has recalculated the rate of past and future Non-Methane Organic Compound (NMOC) emissions for the Orange Regional Landfill. The Landfill is composed of two distinct IvISW disposal units located on separate tracts bisected by.Eubanks Road. The Northern and Southern MSW disposal units of the Orange Regional Landfill have been considered a single emission's source in our evaluations. 1 . . This work fulfills the requirements of the second option stated in,your letter to Orange Regional • . Landfill dated December 1, 1997. Specifically,those options were to either: 1) submit an application for a Title V operating permit or 2) submit additional landfill documentation and recalculation of NMOC emissions demonstrating that the solid waste facility's potential to emit regulated air pollutants is below the 100 ton/year Title V applicability threshold. The North Carolina Department of Environment&Natural Resources, Division of Air Quality's (DAQ) request for further facility documentation and/or permitting was based on the results of the DAQ's calculations of late 1997. The DAQ's calculations,based on information provided in the Initial Design Capacity Report, suggested elevated landfill air emissions rates for Orange Regional Landfill (Table 1): • A general time extension was granted by the DAQ to a number of MSW landfills, including Orange Regional Landfill, following concerns with the short response period,tb.e accuracy of the . . DAQ's December landfill emission estimates, and potential for misinterpretation of the,data 1 • presented in the Initial Design Capacity Report. Most notable, the DAQ's calculations were.. partially based on the very conservative model and default gas generation factors promulgated to evaluate NSPS applicability rather than the AP-42 default factors published for Title V purposes. • - . . . • • . . • Mr,Thomas C. Allen, II NC DEI-INR DAQ August 25, 1998 Page 2 We understand that the DAQ will now accept recalculated NMOC emissions using the U.S. EPA's AP-42 emissions factors and the LandWin emissions modeling computer program developed by U.S. EPA for gas emissions estimation. Neither were used in the original calculations performed by the DAQ. Please note that our estimate of the in-place MSW waste volume for the Northern disposal unit has been substantially reduced from that previously reported. Further research into the disposal records and history of the northern site documented that substantial volumes of inert material were placed in the northern landfill. The inert wastes, identified by class, tonnage, and year in the attached spreadsheet, (Table 2), were excluded for the gas generation calculation. Recalculation of NMOC emissions were performed for the combined MSW disposal units using the LandWin model. This simple computer program was developed specifically for estimating MSW landfill gas generation rates under the New Source Performance Standards and Emission Guidelines for Municipal Solid Waste Landfills (NSPS). The landfill gas emission model is based on a first-order decomposition rate equation that estimates annual emissions over a period • of time based on the input of site variables and established default values specified by the user. The LandWin software uses identical equations to the methods used by the DAQ in their calculations,by Orange Regional Landfill staff in preparing the Initial Capacity Report, and by ALMES in their demonstrating the non-applicability of NSPS to this site. The calculations are sensitive to the gas generation rate factors, e.g. whether the NSPS/Clean Air Act (CAA) default parameters or the US EPA's AP-42 emissions factors are used. The current AP-42 emissions factors for MSW landfill gas generation as referenced in the US EPA literature are as follows: k = 0.04 Ilyr L0 = 4411 ft' CH4/Mg of waste in place Cl\TMOC = 2420 ppmv as hexane (co-disposal) CNMOC = 595 ppmv as hexane (no co-disposal). The recalculated NMOC emission rates for northern, southern, and combined MSW units are presented in Table 1. Gas generation rate estimates were completed for NMOC's using both the AP-42 and NSPS/CAA emissions factors for comparison. These emissions modeling results are presented in Attachments A and B, respectively, The emissions analysis demonstrates that actual NMOC emissions are currently well below the 100 ton/year threshold established by the DAQ to trigger the Title V operating permit program. The calculations further show that predicted NMOC emissions are considerably below those • previously calculated by the DAQ based on NSPS defaults. Recalculated NIVIOC values for the Orange Regional Landfill document that the landfill's potential to emit is well below all applicable regulatory thresholds for the currently permitted waste footprint and design capacity. Substantial future expansion would be required at the site to approach the regulatory limit on emissions. Note that the Orange Regional Landfill is currently operating in a new lined Subtitle AWES&ASSOCIATES,INC. CONSULTING ENGINEERS P:\Documents\ChopHiII-595N.R97-545\R97-945.Allen.C•ACLE-25-98,dcc R97-945-595 • Mr. Thomas C. Allen, II NC DEHNR.DAQ August 25, 1998 Page 3 1) landfill with a permitted capacity of 700,000 tons. The attached summary table, Table 1, compares ALMES' calculations, using both CAA and AP- . 42 parameters, to the original calculations performed by the DAQ. Based on our calculations (Attachment A& B), the Orange Regional Landfill should not be subjected to either the Title V permitting or NSPS emissions control requirements. The Orange Regional Landfill will be required to obtain a Title V air quality permit only if NIVIOC emissions reach 100 tons/year. The only warranty or guarantee made by ALMES in connection with services performed for this project is that such services were performed with the care and skill ordinarily exercised by reputable members of the profession practicing under similar conditions at the same time and the same or similar locality. No other warranty expressed or implied, is made or intended by rendition of these consulting services or by furnishing oral or written reports of the findings made. ALMES appreciates the opportunity to submit these calculations to the DAQ on behalf of the Town of Chapel Hill. Please feel free to contact us in our Cary, NC office ((919) 319-1187) at your earliest convenience should you have any questions or comments. Thank you in advance for you assistance in this matter. Sincerely, ALMES & ASSOCIATES, INC. CAR047,,. CONSULTING ENGINEERS I_4) Loo • 44. • _ raN0-. grapo. • 4k • • Art 111 • William S. Almes, RE. k171v4IGMMAVS Project Manager "/Orin00° CY-Y,//44.--/ZoottaottA5.-- ./ /IL-- Graham H. Simmerman, Jr., P.G. . Engineering Geologist GHS/WSAJIh cc: Gayle Wilson, Town of Chapel Hill • Mike Meagher, Town of Chapel Hill R97-945-595 File Attachments ALMES&ASSOCIATES,INC. CONSULTING ENGINEERS PADocumenis\ChapHill-595\Rn-945\R97-945,A,len-GAO.S.25-98.doc R97-945-595 _ " _ • • • Mr. Thomas C. Allen, II NC DEHNR DAQ August 25, 1998 Page 4 Table 1 Recalculation of NMOC Emissions Orange Regional Landfill, North Carolina (Permit No. 68-01) The following is a summary of NMOC values calculated by NC DAQ using NSPS/CAA emission factors and those calculated using both NSPS/CAA and AP-42 emission factors. NC DAQ officials have tentatively approved the use of the AP-42 emission factors recommended by the US EPA. The calculations were performed using the US EPA fdandWin model 1 computer program developed for U.S EPA. Output sheets for the recalculated emissions are presented in Attachments A & B. • Northern Southern Total Unit Unit 1311(11111 MSW Design Capacity 891,550 Mg's 770,000 Mg 1,661,550 Mg (810,500 tons) (700,000 tons) (1,510,500 tons) Years of Operation 1972-1995 1995-2006 1972-2006 • Max.NMOC generation rate 1,447 Mg/year (per NC DAQ calculations) (1,315 tons/year) Max. NiviOC generation rate 133.8 Mg/year in 1995 132.8 Mg/year in 2006 209.9 Mg/year in 2006 (New calculations using CAA) 121.6(tons/year) 120.7(tons/year) 190.8(tons/year) Max_NMOC generation rate 12.5 Mg/year in 1995 12.1 Mg/year in 2006 20.2 Mg/year in 2006 (ALMES calculations using AP 42) 11.4(tons/year) 11.0(tons/year) 18.37(tons/year) Notes: Multiply Mg (megagrams) by 1.1 to convert to tons. Landfill Air Emissions Estimation Model, Windows Version 1.0, US Environmental Protection Agency, Control Technology Center, Research Triangle Park,NC. March 1996. • Al ALMES&ASSOCIATES,INC, CONSULTING ENGINEERS P:\Documents\ChapH19-595\R97-945\R97.945,Aper,LAG,a.25_52,doc R97-945-595 Orange Regional Landfill Clean Air Act Permitting Calculations North Area - Waste Tonnages & Percentages of Inerts Fiscal Total MSV C&D Waste Buried Other Buried Inert Wastes Total Buried Diverted Inert Waste:Total All Total MSW Total Year Buried Clean Mixed Tires Ash Brush Asbestos Waste Tires Brush Waste Waste C&D only 72 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 73 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 74 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 75 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 76 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 77 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 78 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 79 26,918 13,682 200 5,000 45,800 45,800 31,768 13,682 80 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 81 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 82 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 83 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 84 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 85 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 86 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 87 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768- 13,682 88 26,918 13,682 200 5,000 2,000 47,800 47,800 31,768 13,682 89 26,918 13,682 5,000 2,000 47,600 200 47,800 31,768 13,682 6/90-5/91 57,705 5,020 22,560 0 6,820 2,740 45 94,890 225 95,115 57,705 27,580 6/91-5/92 78,644 0 39,974 0 23,522 2,318 117 144,575 200 2,500 147,275 78,644 39,974 6/92-5/93 63,420 1,990 32,515 0 26,375 0 35 124,335 265 2,305 126,905 63,420 32,515 6/93-5/94 65,150 13,850 12,920 0 29,115 0 0 121,035 755 3,925 125,715 65,150 12,920 6/94-5/95 61,060 0 32,285 0 30,815 0 0 124,160 1,515 4,230 129,905 61,060 32,285 6/95-5/96 0 0 31,205 0 36,240 0 0 67,445 915 4,915 73,275 0 31,205 6/96-5/97 0 0 33,860 0 15,330 0 0 49,190 1,055 33,575 83,820 0 33,860 6/97-5/98 0 0 30,168 0 0 0 0 30,168 1,097 6,387 37,652 0 30,168 810,503 20,860 481,763 3,400 258,217 25,058 197 1,599,998 6,227 57,837 1,664,062 897,803 486,783 Notes: In-place waste volume for northern landfill remains 1.6 million tons. In-place waste density of 1,000 lbs/cubic yard and a waste to soil cover ratio of 4 to 1 assumed. Waste class tonages proir to truckscale installation (1990)were estimated based on early disposal history,waste class percentage trends, and total waste fill volume, Estimates are as follows: 484,534tons equal appoximately 26,918 tons/year over 18 years(1972 through 1990); 246,276 tons equal appoximately 13,682 tons/year over 18 years(1972 through 1990); 3,400 tons equal appoximately 200 tons/year over 17 years(1972 through 1990);and 20,000 tons equal appoximately 200 tons/year over 10 years(1979 through 1990). The propotions of IuISW to C&D wastes were assumped to be 66.3 to 33.7 percent by weight. Orange Regional Landfill, North Carolina NMOCs NSPS/CAAA Landfill Air Emissions Estimate AP-42 Combined Northern & Southern Landfill Tract Emissions Clear Air Act-Title V Applicability Report AP-42 Landfill Gas Generation Defaults Prepared by: G. Simmerman Date: 8/20/98 Source File: : CAIVEYFILESEFGAS\ORANGE\ORANGEAP.PRM Model Parameters Lo : 124.91 m^3 /Mg k : 0.0400 1/yr NMOC : 595.00 ppmv Methane : 50.0000 %volume Carbon Dioxide : 50.0000 % volume Landfill Parameters Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity : 1370305 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Model Results NMOC Emission Rate Year Refuse In Place(Mg) (Mg/yr) (Cubic m/yr) 1973 2.442E+04 5.204E-01 1.452E+02 1974 4.884E+04 1.020E+00 2.847E+02 1975 7.326E+04 1.501E+00 4.187E+02 1976 9368E+04 1.962E+00 5.475E+02 1977 1.221E+05 2.406E+00 6.712E+02 1978 1.465E+05 2.832E+00 7.901E+02 1979 1.709E+05 3.241E+00 9.043E+02 1980 1.954E+05 3.635E+00 1.014E+03 1981 2.198E+05 4.013E+00 1.119E+03 1982 2.442E+05 4.376E+00 1.221E+03 1983 2.686E+05 4.724E+00 1.318E+03 1984 2.930E+05 5.060E+00 1.412E+03 1985 3.175E+05 5.382E+00 1.501E+03 1986 3.419E+05 5.691E+00 1.588E+03 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 2 of 4 Combined Northern& Southern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults -== NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/'yr) 1987 3.663E+05 5.988E+00 1.671E+03 1988 3.907E+05 6.274E+00 1.750E+03 1989 4.151E+05 6.548E+00 1.827E+03 1990 4.396E+05 6.812E+00 1.900E+03 1991 4.919E+05 7.661E+00 2.137E+03 1992 5.632E+05 8.881E+00 2.478E+03 1993 6.208E+05 9.759E+00 2.722E+03 1994 6.799E+05 1.064E+01 2.967E+03 1995 7.353E+05 1.140E+01 3.180E+03 1996 7.879E+05 1.207E+01 3.368E+03 1997 8.410E+05 1.273E+01 3.552E+03 1998 8.964E+05 1.341E+01 3.742E+03 1999 9.544E+05 1.412E+01 3.940E+03 2000 1.012E+06 1.481E+01 4.131E+03 2001 1.070E+06 1.546E+01 4.313E+03 2002 1.128E+06 1.609E+01 4.489E+03 2003 1.186E+06 1.670E+01 4.658E+03 2004 1.244E+06 1.728E+01 4.820E+03 2005 1.302E-F06 1.784E+01 4.976E+03 2006 1.360E+06 1.837E+01 5.126E+03 2007 1.370E+06 1.786E+01 4.984E+03 2008 1.370E+06 1.716E+01 4388E+03 2009 1.370E+06 1.649E+01 4.600E+03 2010 1.370E+06 1.584E+01 4.420E+03 2011 1.370E+06 1.522E+01 4.247E+03 2012 1.37013+06 1.463E+01 4.080E+03 2013 1.370E+06 1.405E+01 3.920E+03 2014 1.370E+06 1.350E+01 3.766E+03 2015 1.370E+06 1.297E+01 3.619E+03 2016 1.370E+06 1.246E+01 3.477E+03 2017 1.370E+06 1.197E+01 3.341E+03 2018 1.370E+06 1.150E+01 3.210E+03 2019 1.370E+06 1.105E+01 3.084E+03 2020 1.370E+06 1.062E+01 2.963E+03 2021 1.370E+06 1.020E+01 2.847E+03 2022 1.370E+06 9.804E+00 2,735E+03 2023 1.370E+06 9.419E+00 2.628E+03 2024 1.370E+06 9.050E+00 2.525E+03 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 3 of 4 Combined Northern& Southern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place(Mg) (Mg/y-0 (Cubic m/yr) 2025 1.370E+06 8.695E+00 2.426E+03 2026 1.370E+06 8.354E+00 2.331E+03 2027 1.370E+06 8.027E+00 2.239E+03 2028 1.370E+06 7312E+00 2.151E+03 2029 1370E+06 7.409E+00 2.067E+03 2030 1.370E+06 7.119E+00 1.986E+03 2031 1.370E+06 6.840E+00 1.908E+03 2032 1.370E+06 6.572E+00 1.833E+03 2033 1.370E+06 6.314E+00 1.761E+03 2034 1.370E+06 6.066E+00 1.692E+03 2035 1.370E+06 5.828E+00 1.626E+03 2036 1.370E+06 5.600E+00 1.562E+03 2037 1.370E+06 5.380E+00 1.501E+03 2038 1.370E+06 5.169E+00 1.442E+03 2039 1.370E+06 4.967E+00 1.386E+03 2040 1.370E+06 4.772E+00 1.331E+03 2041 1.370E+06 4.585E+00 1.279E+03 2042 1.370E+06 4.405E+00 1.229E+03 2043 1.370E+06 4.232E+00 1.181E+03 2044 1.370E+06 4.066E+00 1.134E+03 2045 1370E+06 3.907E+00 1.090E-03 2046 1.370E+06 3.754E+00 1.047E+03 2047 1.3701'3+06 3.607E+00 1.006E+03 2048 1.370E+06 3.465E+00 9.667E+02 2049 1.370E+06 3.329E+00 9.288E+02 2050 1.370E+06 3.199E+00 8.924E+02 2051 1.370E+06 3.073E+00 8.574E+02 2052 1.370E+06 2.953E+00 8.238E+02 2053 1.370E+06 2.837E+00 7.915E+02 2054 1.370E+06 2.726E+00 7.604E+02 2055 1.370E+06 2.619E+00 7.306E+02 2056 1.370E+06 2.516E+00 7.020E+02 2057 1.370E+06 2.418E+00 6,745E+02 2058 1.370E+06 2.323E+00 6.480E+02 2059 1.370E+06 2.232E+00 6.226E-02 2060 1.370E+06 2.144E+00 5.982E+02 2061 1.370E+06 2.060E+00 5.747E-02 2062 1.370E+06 1.979E+00 5.522E+02 Orange County Landfill, North Carolina August 20, 1998 NSPSICAAA Landfill Air Emissions Estimate: NMOCs •Page 4 of 4 Combined Northern& Southern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NiVIOC Emission Rate Year Refuse In Place(Mg) (Mglyr) (Cubic m/yr) 2063 1.370E+06 1.902E+00 5.305E+02 2064 1370E+06 1.827E+00 5.097E+02 2065 1.370E+06 1.756E+00 4.898E+02 2066 1.370E+06 1.687E+00 4.705E+02 2067 L370E+06 1.621E+00 4.521E+02 , . Projected NMOC Emissions . 2.00E+01 = 1,80E+01 „. / ,.. / .... 1.60E+01 , I „ • . / .. 1.40E+01 — // / . 1.20E+01 _. / / -. , ).....• . 0 • 1.00E+01 - — ./ . . „,. On : . • 8.00E+00 • :I: ! , 4 : ,,..,' .... .... IQ 6.00E+00 .,„„. / ., . ...., „..„. , . 4.00E ;,+00 — , -,...„.. ..,............._.. ,/ ............ , . 2.00E+00 . , ,'” --........... .. ......... .._ — / 0.00E+00 illimir-nrill::.:.:.! , . . . iiiilfilmm:. :: i: :.,•,,,• - :- !. -.:::. ,iiiii:: •...--.-7s i FT!rrITMITTM71-11-1111-FmTmp-nrrmriciftilifil - 197C1975198C1985199C1 995200C2005201 C201 5202.C2025203C203 5204C2045205C2055206020652070 Year r " Orange Regional Landfill, North Carolina NIVIOCs NSPS/CAAA Landfill Air Emissions Estimate CAAA Combined Northern & Southern Landfill Tract Emissions Clear Air Act - Title V Applicability Report CAAA Landfill Gas Generation Defaults Prepared by: G. Simmerman Date: 8/20/98 Source File: CAMYFILES\LFGAS\ORANGE\ORANGECA.PRM Model Parameters Lo : 169.90 mA3 /Mg k : 0.0500 1/yr NMOC : 4000.00 ppmv Methane : 50.0000 % volume Carbon Dioxide : 50.0000 % volume 1,andfill Parameters Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity : 1370305 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Model Results NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic nu/yr) 1973 2.442E+04 5.949E+00 1.660E+03 1974 4.884E+04 1.161E+01 3.238E+03 1975 7.326E+04 1.699E+01 4.740E+03 1976 9.768E+04 2.211E+01 6.168E+03 1977 1.221E+05 2.698E+01 7.527E+03 1978 1.465E+05 3.161E+01 8.819E+03 1979 1.709E+05 3.602E+01 1.005E+04 1980 1.954E+05 4.021E+01 1.122E+04 1981 2.198E+05 4.420E+01 1.233E+04 1982 2.442E+05 4.799E+01 1.339E+04 1983 2.686E+05 5.160E+01 1.440E+04 1984 2.930E+05 5.503E+01 1.535E+04 1985 3.175E+05 5.830E+01 1.626E+04 1986 3.419E+05. 6.140E+01 1.713E+04 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate; NMOCs Page 2 of 4 Combined Northern& Southern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 1987 3.663E+05 6.436E+01 1.795E+04 1988 3.907E+05 6.717E+01 1.874E+04 1989 4.151E+05 6.984E+01 1.948E+04 1990 4.396E+05 7.238E+01 2.019E+04 1991 4.919E+05 8.160E+01 2.277E+04 1992 5.632E+05 9.500E+01 2.650E+04 1993 6.208E+05 1.044E+02 2.912E+04 1994 6.799E+05 1.137E+02 3.172E+04 1995 7.353E+05 1.216E+02 3.394E-04 1996 7.879E+05 1.285E+02 3.586E+04 1997 8.410E+05 1.352E+02 3.772E+04 1998 8.964E+05 1.421E+02 3.964E+04 1999 9.544E+05 1.493E+02 4.165E+04 2000 1.012E+06 1.561E+02 4.356E+04 2001 1.070E+06 1.627E+02 4.538E+04 2002 1.128E+06 - 1.689E+02 4.711E+04 2003 1.186E+06 1.747E-1-02 4.875E+04 2004 1.2448+06 1.804E+02 5.0328+04 2005 1.302E+06 1.857E+02 5.180E+04 2006 1.360E+06 1.908E+02 5.322E+04 2007 1.3708+06 1.839E+02 5.130E-'-04 2008 1.370E+06 1.749E+02 - 4.8798+04 2009 1.370E+06 1.664E+02 4.641E+04 2010 1.370E+06 1.583E+02 4.415E+04 2011 1.370E+06 1.505E+02 4.200E+04 2012 1.370E+06 1.432E+02 3.995E+04 2013 1.370E+06 1.362E+02 3.800E+04 2014 1.370E+06 1.296E+02 3.615E+04 2015 1.370E+06 1.233E+02 3.438E+04 2016 1.370E+06 1.172E+02 3.271E+04 2017 1.370E+06 1.115E+02 3.111E+04 2018 1.370E+06 1.061E+02 2.960E+04 2019 1.370E+06 1.009E+02 2.815E+04 2020 1.370E+06 9.599E+01 2.678E+04 2021 1.370E+06 9.131E+01 2.547E+04 2022 1.370E+06 8.685E+01 2.423E+04 2023 1.370E+06 8.262E+01 2.305E+04 2024 1.370E+06 7.859E+01 2.192E+04 , - • Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 3 of 4 Combined Northern& Southern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 2025 1.370E+06 7.476E+01 2.086E+04 2026 1.370E+06 7.111E+01 1.984E-04 2027 1.370E+06 6.764E+01 1.887E+04 2028 L370E+06 6.434E+01 1.795E+04 2029 1.370E+06 6.120E+01 1.707E+04 2030 1.370E+06 5.822E+01 1.624E+04 2031 1.370E+06 5.538E+01 1.545E+04 2032 1.370E+06 5.268E+01 1.470E+04 2033 1.370E+06 5.011E+01 1.398E-04 2034 1.370E+06 4.767E+01 1.330E+04 2035 1.370E+06 4.534E+01 1.265E+04 2036 1.370E+06 4.313E+01 1.203E+04 2037 1.370E+06 4.103E+01 1.145E+04 2038 1.370E+06 3.903E+01 1.089E+04 2039 1.370E+06 3.712E+01 1.036E414 2040 1.370E+06 3.531E+01 9.851E+03 2041 1.370E+06 3.359E+01 9371E+03 , 2042 1.370E+06 3.195E+01 8.914E+03 i 2043 1.370E+06 3.039E+01 8.479E+03 2044 1.370E+06 2.891E+01 8.066E+03 2045 1.370E+06 2.750E+01 7.672E+03 2046 1.370E+06 2.616E+01 7.298E+03 2047 1.370E+06 2.488E+01 6.942E+03 2048 1.370E+06 2.367E+01 6.604E+03 2049 1.370E+06 2.252E+01 6.282E+03 2050 1.370E+06 2.142E+01 5.975E+03 2051 1.370E+06 2.037E+01 5.684E+03 2052 1.370E+06 1.938E+01 5.407E+03 2053 1.370E+06 1.843E+01 5.143E+03 2054 1.370E+06 1.754E+01 4.892E-03 2055 1.370E+06 1,668E+01 4.653E+03 2056 1.370E+06 1.587E+01 4,426E+03 2057 1.370E+06 1.509E+01 4.211E+03 2058 1.370E+06 1.436E+01 4.005E+03 2059 1.370E+06 1.366E+01 3.810E+03 2060 1.370E+06 1.299E+01 3.624E+03 2061 1.370E+06 1.236E+01 3.447E+03 2062 1.370E+06 1.175E+01 3.279E+03 Orange County Landfill,North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 4 of 4 Combined Northern& Southern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate. Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 2063 1.370E+06 1.118E+01 3.119E4-03 2064 1.370E+06 1.064E+01 2.967E+03 2065 1.370E+06 1.012E+01 2.822E+03 2066 1.370E+06 9.624E+00 2.685E+03 2067 1.370E+06 9.154E+00 2.554E+03 • • • Projected NMOC Emissions . . 2.00E+02 , • • 1.80E+02 —.7.1 ,' • 1.60E+02 ,, , . / . tri 1.40E+02 1.20E+02 7-..3 , . . . , )--,— . . 1.00E+02 —.--- s &I ! 8,00E+01 4 . .. . fc? 6.00E+01 -— , ,--"' .. , , , ....... 4.00E+01 . ,-... . ............,. _.._ . . ........„., 2.00E+01 —7- , „, ......... . .......... .. . T .. —-...... . . _ 0.00E+00 -:97111111111111IHI :;I:i,!::.! Hilillii,, '. w : I.. • TE--- • • ... • . ,''''' .!PIIMIO 71;. ::;:l lifffialiiifiiiliriiiiiii1111111rIMITI • . 1 1 • ! 1 "-: 197C1975198C1985199C1 995200C2005201 G201 5202C2025203 C2035204C204520502055206020652070 Year Orange Regional Landfill, North Carolina S . NMOCs NSPS/CAAA Landfill Air Emissions Estimate AP-42 Combined Northern Landfill Tract Emissions Clear Air Act- Title V Applicability Report AP-42 Landfill Gas Generation Defaults Prepared by: G. Simmerman Date: 8/20/98 Source File: : C:\MYFILES\LFGAS\ORANGE\NORANGA Parameters Lo : 124.91 m^3 /Mg k : 0.0400 1/yr NMOC : 595.00 ppmv Methane : 50.0000 % volume Carbon Dioxide : 50.0000 % volume Landfill Parameters Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity : 735276 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Model Results ------- NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 1973 2.442E+04 5.204E-01 1.452E+02 1974 4.884E+04 1.020E+00 2.847E+02 1975 7.326E+04 1.501E+00 4.187E+02 1976 9.768E+04 1.962E+00 5.475E+02 1977 1.221E+05 2.406E+00 6.712E+02 1978 1.465E+05 2.832E+00 7.901E+02 1979 1.709E+05 3.241E+00 9.043E+02 1980 1.954E+05 3.635E+00 1.014E+03 1981 2.198E+05 4.013E+00 1.119E+03 1982 2.442E+05 4.376E+00 1.221E+03 1983 2.686E+05 4.724E+00 1.318E+03 1984 2.930E+05 5.060E+00 1.412E+03 1985 3.175E+05 5.382E+00 1.501E+03 1986 3.419E+05 5.691E+00 1.588E+03 , Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs • Page 2 of 4 Northern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic rn/y,T) 1987 3.663E+05 5988E+00 1.671E+03 1988 3.907E+05 6.274E+00 1.750E+03 1989 4.151E+05 6.548E+00 1.827E+03 1990 4.396E+05 6.812E+00 1.900E+03 1991 4.919E+05 7.661E+00 2.137E+03 1992 5.632E+05 8.881E+00 2.478E+03 1993 6.208E+05 9.759E+00 2.722E+03 1994 6.799E+05 1.064E+01 2.967E+03 1995 7.353E+05 1.140E+01 3.180E+03 1996 7.353E+05 1.095E+01 3.055E+03 1997 7.353E+05 1.052E+01 2.936E+03 1998 7.353E+05 1.011E+01 2.820E+03 1999 7.353E+05 9.714E+00 2.710E+03 2000 7.353E+05 9.333E+00 2.604E+03 2001 7.353E+05 8.967E+00 2.502E+03 2002 7.353E+05 8.615E+00 2.403E+03 2003 7.353E+05 8.277E+00 2.309E+03 2004 7.353E+05 7.953E+00 2.219E+03 2005 7.353E+05 7.641E+00 2.132E+03 2006 7.353E+05 7.341E+00 2.048E+03 2007 7.353E+05 7.053E+00 1.968E+03 2008 7.353E+05 6.777E+00 1.891E+03 2009 7.353E+05 6.511E+00 1.817E+03 2010 7.353E+05 6.256E+00 1.745E+03 2011 7.353E+05 6.011E+00 1.677E+03 2012 7.353E+05 5.775E+00 1.611E+03 2013 7.353E+05 5.548E+00 1.548E+03 2014 7.353E+05 5.331E+00 1.487E+03 2015 7.353E+05 5.122E+00 1.429E+03 2016 7.353E+05 4.921E+00 1.373E+03 2017 7.353E+05 4.728E+00 1.319E+03 2018 7.353E+05 4.543E+00 1.267E+03 2019 7.353E+05 4.365E+00 1.218E+03 2020 7.353E+05 4.193E+00 1.170E+03 2021 7.353E+05 4.029E+00 1.124E-03 2022 7.353E+05 3.871E+00 1.080E-03 2023 7.353E+05 3.719E+00 1.038E--03 2024 7.353E+05 3.573E+00 9.969E+02 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 3 of 4 Northern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 2025 7.353E+05 3.433E+00 9.578E+02 2026 7.353E+05 3.299E+00 9.203E+02 2027 7.353E+05 3.169E+00 8.842E+02 2028 7.353E+05 3.045E+00 8.495E+02 2029 7353E+05 2.926E+00 8.162E+02 2030 7.353E+05 2.811E+00 7.842E+02 2031 7353E+05 2.701E+00 7.535E+02 2032 7.353E+05 2.595E+00 7.239E+02 2033 7.353E+05 2.493E+00 6.955E+02 2034 7.353E+05 2.395E+00 6.683E+02 2035 7.353E+05 2.301E+00 6.421E+02 2036 7.353E+05 2.211E+00 6.169E+02 2037 7.353E+05 2.124E+00 5.927E+02 2038 7.353E+05 2.041E+00 5.694E+02 2039 7.353E+05 1.961E+00 5.471E+02 2040 7.353E+05 1.884E+00 5.257E+02 2041 7.353E+05 1.810E+00 5.051E+02 2042 7.353E+05 1.739E+00 4.853E+02 2043 7.353.E+05 1.671E+00 4.662E+02 2044 7.353E+05 •1.606E+00 4.479E+02 2045 7.353E+05 1.543E+00 4.304E+02 2046 7.353E+05 1.482E+00 4.135E+02 2047 7.353E+05 1.424E+00 3.973E+02 2048 7.353E+05 1.368E+00 3.817E+02 2049 7.353E+05 1.315E+00 3.667E+02 2050 7.353E+05 1.263E+00 3.524E+02 2051 7.353E+05 1.214E+00 3.385E+02 2052 7.353E+05 1.166E+00 3.253E+02 2053 7,353E+05 1.120E+00 3.125E+02 2054 77:E335533E++0055 1.076E+00 3.003E+02 2055 1.034E+00 2.885E+02 2056 7.353E+05 9.935E-01 2.772E+02 2057 7.353E+05 9.546E-01 2.663E+02 2058 7.353E+05 9.172E-01 2.559E+02 2059 7.353E+05 8.812E-01 2.458E+02 2060 7.353E+05 8.466E-01 2.362E+02 2061 7.353E+05 8.134E-01 2.269E+02 2062 7.353E+05 7.815E-01 2.180E+02 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs • Page 4 of 4 Northern Landfill Tract Emissions AP-42 Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 2063 7.353E+05 7.509E-01 2.095E+02 2064 7353E+05 7.215E-01 2.013E+02 2065 7.353E+05 6.932E-01 1.934E+02 2066 7.353E+05 6.660E-01 1.858E+02 2067 7.353E+05 6.399E-01 1.785E+02 Projected NMOC Emissions 1.20E+01 , 1.10E+01 - :,. , . : . , \ 1.00E+01 . \ 9.00E+00 — I . . 77 / 8.00E+00 • •. 7.00E+00 --, .! CID . )--,- / 6.00E+00 — ..." . cio ,o--, 5,00E-WO • .- /, 4 4.00E+00 IP ...... ,......, ...,. . . 3.00E+00 --, --,.... / ....„.... . -....... 2.00E+00 — ; ............ , , ...................... . ......................... 1.00E+00 -_ .,./ ...-........_.....________ 0,00E+00 •-•-mininpliffilig, iiiiiiiIiiimii; , ! ,:;111111ffirliii:- ,,,ffic:iliiiilli T.• - 1111111-11pi-i• inn.' HIIiiputfrITIIIIIIIIIillItilmiff111111H11 1 97C19751 98C1 9851 99C1 995200-C2005201 G201 5202C2025203C203 520402045205 02055206020652070 Year Orange Regional Landfill, North Carolina NMOCs NSPS/CAAA Landfill Air Emissions Estimate CAAA Northern Landfill Tract Emissions Clear Air Act- Title V Applicability Report CAAA.Landfill Gas Generation Defaults Prepared by: G. Sirnmerman Date: 8/20/98 Source File: CAIVIYFILES\LFGAS\ORANGE\NORANGCA.PRM Model Parameters Lo : 169.90 mA3 /Mg k : 0.0500 1/yr NMOC : 4000.00 ppmv Methane : 50.0000 % volume Carbon Dioxide : 50.0000 % volume Landfill Parameters - _ Year Opened : 1972 Current Year : 2008 Year Closed: 2008 Capacity : 735276 Mg Average Acceptance Rate Required from Current Year to Closure Year : 0.00 Mg/year Model Results . _ • NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic m/yr) 1973 2 A42E+04 5.949E+00 1.660E+03 1974 4.884E+04 1.161E+01 3.238E+03 1975 7.326E+04 1.699E+01 4.740E+03 1976 9.768E+04 2.211E+01 6.168E+03 1977 1.221E+05 2.698E+01 7.527E+03 1978 1.465E+05 3.161E+01 8.819E+03 1979 1.709E+05 3.602E+01 1.005E-04 1980 1.954E+05 4.021E+01 1.122E+04 1981 2.198E+05 4.420E+01 1.233E+04 1982 2.442E+05 4.799E+01 1.339E+04 1983 2.686E+05 5.160E+01 1.440E+04 1984 2.930E+,05 5.503E-01 1.535E+04 1985 3.175E+05 5.830E-01 1. 126E+04 1986 3.419E+05 6.140E+01 1.713E+04 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 2 of 4 Northern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NivIOC Emission Rate Year Refuse In Place (Mg) (Mg/37r) (Cubic ro/37) 1987 3.663E+05 6.436E+01 1.795E+04 1988 3.907E+05 6.717E+01 1.874E+04 1989 4.151E+05 6.984E+01 1.948E+04 1990 4.396E+05 7.238E+01 2.019E+04 1991 4.919E+05 8.160E+01 2.277E+04 1992 5.632E+05 9.500E+01 2.650E+04 1993 6.208E+05 1.044E+02 2.912E+04 1994 6.799E+05 1.137E+02 3.172E+04 1995 7.353E+05 1.216E+02 3.394E+04 1996 7.353E+05 1.157E+02 3.228E+04 1997 7.353E+05 1.101E+02 3.071E+04 1998 7.35313+05 1.047E+02 2.921E+04 1999 7.353E+05 9.959E+01 2.778E+04 2000 7.353E+05 9.473E+01 2.643E+04 2001 7.353E+05 9.011E+01 2.514E+04 2002 7.353E+05 8.572E+01 2.391E+04 2003 7.353E+05 8.154E+01 2.275E+04 2004 7.353E+05 7.756E+01 2.164E+04 2005 7.353E+05 7.378E+01 2.058E+04 2006 7.353E+05 7.018E+01 1.958E+04 2007 7.353E+05 6.676E+01 1.862E+04 2008 7.353E+05 6.350E+01 1.772E+04 2009 7.353E+05 6.041E+01 1.685E+04 2010 7.353E+05 5.746E+01 1.603E+04 2011 7.353E+05 5.466E+01 1.525E+04 2012 7.353E+05 5.199E+01 1.450E+04 2013 7.353E+05 4.946E+01 1.380E+04 2014 7.353E+05 4.704E+01 1.312E+04 2015 7.353E+05 4.475E+01 1.248E+04 2016 7.353E+05 4.257E+01 1.188E+04 2017 . 7.353E+05 4.049E+01 1.130E+04 2018 7.353E+05 3.852E+01 1.075E+04 2019 7.353E+05 ' 3.664E+01 1.022E+04 2020 7.353E+05 3.485E+01 9.723E+03 • 2021 7.353E+05 3.315E+01 9.249E+03 2022 7.353E+05 3.153E+01 8.798E+03 2023 7.353E+05 3.000E+01 8.368E+03 2024 7.353E+05 2.853E+01 7.960E+03 Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 3of 4 Northern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/r) (Cubic m/yr) 2025 7.353E+05 2.714E+01 7.572E+03 2026 7.353E+05 2.582E+01 7.203E+03 2027 7.353E+05 2.456E+01 6.852E+03 2028 7.353E+05 2.336E+01 6.517E+03 2029 7.353E+05 2.222E+01 6.200E+03 2030 7.353E+05 2.114E+01 5.897E+03 2031 7.353E+05 2.011E+01 5.610E+03 2032 7.353E+05 1.913E+01 5.336E+03 2033 7.353E+05 1.819E+01 5.076E+03 2034 7.353E+05 1.731E+01 4.828E+03 2035 7.353E+05 1.646E+01 4.593E+03 2036 7.353E+05 1.566E+01 4.369E+03 2037 7.353E+05 1.490E+01 4.156E+03 2038 7.353E+05 1.417E+01 3.953E+03 2039 7.353E+05 1.348E+01 3.760E+03 2040 7.353E+05 1.282E+01 3.577E+03 2041 7.353E+05 1.220E+01 3.402E+03 2042 7.353E+05 1.160E+01 3.236E+03 2043 7.353E+05 1.104E+01 3.079E+03 2044 7.353E+05 1.050E+01 2.928E+03 2045 7.353E-1-05 9.985E+00 2.786E+03 2046 7.353E+05 9.498E+00 2.650E+03 2047 7.353E+05 9.035E+00 2.521E+03 2048 7.353E+05 8.594E+00 2.398E+03 2049 7.353E+05 8.175E+00 2.281E+03 2050 7.353E+05 7.776E+00 2.169E+03 2051 7.353E+05 7.397E+00 2.064E+03 2052 7.353E+05 7.036E+00 1.963E+03 2053 7.353E+05 6.693E+00 1.867E+03 2054 7.353E+05 6,367E+00 1.776E+03 2055 7.353E+05 6.056E+00 1.690E+03 2056 7.353E+05 5.761E+00 1.607E+03 2057 7.353E+05 5.480E+00 1.529E+03 2058 7.353E+05 5.213E+00 1.454E+03 2059 7.353E+05 4.958E+00 1.383E+03 2060 7.353E+05 4.717E+00 1.316E+03 2061 7.353E+05 4.487E+00 1.252E+03 2062 7.353E+05 4.268E+00 1.191E+03 • Orange County Landfill, North Carolina August 20, 1998 NSPS/CAAA Landfill Air Emissions Estimate: NMOCs Page 4 of 4 Northern Landfill Tract Emissions Clean Air Act Landfill Gas Generation Defaults NMOC Emission Rate Year Refuse In Place (Mg) (Mg/yr) (Cubic mlyr) 2063 7353E+05 4.060E+00 1.133E+03 2064 7.353E+05 3.862E+00 1.077E+03 2065 7353E+05 1673E+00 1.025E+03 2066 7.353E+05 3.494E+00 9.748E+02 2067 7.353E+05 3.324E+00 9.273E+02 Projected NMOC Emissions . . . 1.30E+02 , . = 1.20E+02 ... • • . . . 1.10E+02 • :7 . -•- 1.00E+02 •••-F--7, i „, . . • • , . t 77- 9.00E+01 -•-• : \ )--, 8.00E+01 ; . . . , • , .. cip ?.....,,• 7.00E+01 CD i'/ --=. , ....... .._................................ Cl) 6.00E+01 - / 1 / ,.. . .. ........., • 4 5.00E+01 •-:::: .----1.I ., -...., . • f Q 4.00E+01 , , '— , , . . ... ......." ... , , , ..„ 3.00E+01 "." / -,..-.. , , ...-. , ...... , ....... 2.00E+01 —=-1 / . .....„........„.............. 1.00E+01 --•-•.i.,:: ............._..____ =, 0.00E+00 IrrunrinTru-----F-T,TTTrirmiT- . tt:: 1:Iiii, iwt.!t. ...- ---lutti• . t Hifiwirti..miim.mmiffifilinitimimiimmui 197C19751 9 8C1 98 51 99C1 995200C200520 IC20 1 5202C2025203C203 5204C204520502055206020652070 Year I . I Exhibit F:Sample Calculation of Monthly Flare and ConversionpaPymaeynmtfoernet:FtworeOd tr,,Falanrgepeaynr County Vi' ',,,,V",11ArFenraPO ,,,,,,,..,,,.a.,,,,„4,6.■34,. . ;0402#0541.4104W )if.1.144,1104gPISIAA '1Itkr-441,teiN -,:terrf Intaili'llfi.ICI, ,,,,,,,,,rm,04, •,, ,,,,,-1;' ,„#4;501,131eNvtp0=1 1.4,sty:tititti4444,1t1PAY giLisfx,;0444:*4034-viti, M6q ViVR PA,X,,,,,,Ati,,,i, ,'",,WVIV-Lt1+,44ifi, NIA;47,,,th,„*; ii,,,,,, 14,6610 Monthly"Flare .rAgAtti45,414 140A0rialAVQ4 0,05#04.444010 ;1•W•6•446-4414.0•1 g°0440,Vrial '••••441141141401 044414,4%10 ''''Ik‘006-3141g.111411 "'-'s75P`IL` ll 4.0.0,4442.0.-.4 40,4,40.2„0,41n 4q,4*.1,0-tki.ed0A, rofinokkhtto ii,Equiyatenlft,99A Payment by 1,4-041$40415•4 r°• ''",r.,1'''''''''''r'''''' 16,-4?'4',. ,..--,10 34..wetdrPointat '"V:,;" ,44.vo,144 ,,,,,,,ow.W.,,,p."Wk, i.,,,y,,,,,..m4,-4,4,,,04' *-1':-.16-"1-604tage. ,, ir ji".d-Encis . University to 4."'ImIAT;r•leX,1,7,11APTI. ' 0,..;I OS ".", ;IN*I. 0 e'WA, '',$,A,P.,,Q4,,,o,,,o,,,4: 4,1,"',,4..,'44'4.74,01,1 ',,P.,t4rm':4 Alf.Anpatto,,r,,4,, ,,are-,,.--,- ,,.• x 1,4or•Adjus e ,,, Methane Conte vi,v,k,,,,Et10•1210.4kiik 4414,,,n4,05,440-,s, Itz•••••'" ,-,,,,,7,4:& X ;;;',V,P1„;`,444,,,,M14-1,;,. ,,,„ ,,„ County iftEE,4434,4$501,tgil :AB , , ■-E U - giant.,501,1,401%.5 1,-,„,,,,,,,,•,,,,' v,•-q,Z itiftV•4%,,,,,i,E-4•,•••,•41, REmit°0-00.000•00 = ;14mathwipo,14.v's. .,:tcqh'vkkA,kt-,,,41.0i3O i-Equivalept)Pflp4 Aell,pcF/mop$64 x "llgtivHHV/SCE{a: . 04.1.441.4.44,t,..z4A-wo ...' i2iFii --) (5) 4,,,trilfro,,,,ezto ppigaweiwgiaysq rhuigihrivkliectil, = :46'7.4„,,,NINg,q65.* , ,,,, ,,r,"K.,, ,1 „derrfotitii,R.,,i•A (SiMMBte . -),4 Atityitturhittx,,m, .,401,10-tx,494eal x ontig,..01-yorwt; ,,K,A1,,,,,.1,,,,,irry,,,,,,V..kt meu,larl„e,,",',"th',,. ty,,',T.',2M'A.),A,v4.,..y•if, ,rv,,..4.,,,,...,,,,w,n %.,..w.,mr,,aa,,,,n'aul V,Y•rci-X,:ii,'..4".14:hg,"4m. re,,k,ix,ArgArl'aeft. retberperal,ap-s-IxAta lexify04).*,v4.,004 .4-.K:4-N.,wm-",.:xr,,,, .1,* :k1 ' ' '''"'"O'''''' • 't,'',71Vrtiek,r1V,P,e-t'Ir WI l'AltaiVIOttiel. Iitateddikeraata.a4 , •:`,,qr"P', ..1-tVir4'.,'I':,',4 .?",":4,'/',.,•)",,ri4;„-:,W::,, ',"1,,,O,.'•4.1tatil4.401,44, F,4,4,',,,,,,',v,,,,,,,,::',,,,,,,,,,,, ,:,,,,,,,..1,,,,,.1•,,,,,,,,,,ft,,,,,,, ,,,,,,,.,,,,,,0„,..,,,, mtr,,,,,,,,--7'----,'”-,g6;;;,,,),,,D4a$4,,,,Irg.c, :,:ix4',,rftl,p`m,•‘,..,,";qi.• -0.,-,,;(. .i,"mii,"0:g0:-.0•:• ‘'',,,,,217;44.".4,,,,,,maq:,,t'''•,. ,-,;;;•:,',";,,,‘„,,-,,,•:,•:-.„..„‘„,?,,,,,,* ,,,my,,4.ia„, $ 768 14,441E4 E„,,,,,•,,,rxg.,-,,v=0,--ut,•••••„•••---------..-„ . ., wEE,,,,,,,.,,, ,v,L,„,,E.A03,;•••,, •,.,•••,-„,„,,°!,,,,,••,,•,,,••••,V,,•°,-,•4;•;•',,,, ',;,•,'•°,4,0,14,E5V,4:vE,„•,,li,A ,•••:','`,,,•••--'•-•-' ' ilggielev,:v.,A, ,q,.3,ve,-A6**2-:4 ,$,.,,,,---- - Aksiovititydifre -— '- - 3,271,879 50.0% 1.,ia,,41,635,939° ::::.c,74 • toa..9 a 44,a,CO E uv• *it Co o qd 4,4 -..53,..no IA -CF ii .gsgi 1011111611K _ ._ - wilxkoixinvitivji ,' - - '. ,----464-4,1 „•-...41.1"....,41,*.sell..-1 . ' - 10,11A*Ailpi FAAIAtiAp•*,4'-' -,-—,- ., - , ItgpokiiiitiAtA optikaltrolteg 4.46-,1044444,, Payment for Gas Converted 97 Useful Energy('Conversion Payment") Monthly fi,-,VmErbv43•400•40 thilloltuto,„144,44., ,,,viiktiktfirtittVtv,,,2,4 ' - ,------- °--17 ' , • ,, • ,,.,.;,• .• ••;•,•.- . "Conversion ottE544.,15kilie4 PlIti•,,71454,11241-:n •,,VNIP.U-Antf.-.40 ' r '''' Payment"by killit*SgSsiritii •§iii4:11;.-', Etilli3t/Vrial .'''''..''''''',"'.......'..,,,• . ' • , 1 ,, 1 , . . - - , . .., Andre:45,104.4810 6''''''' tri' • 14$ tr....-"Vria i-■:Vi4h1f1,6 444 ,.' ," -I.- -',''r"-, ' ' .' 1 , University to County „ •„.,,,,:r.',,i ' . 4..{0 ,I,tr4',, ■ 'A41,0,..41A,ti.,ta,A.,AO ‘01,4,1,..,4',V;44,0.■,,, ' X '-'n ' r . . ■., .,, .-. ($) '41.140ii'Y51441 101'.110.t.4‘rP 64 NM,*t"'ie6' = ' ,,■■ -■., .■ ■ , L' ' . . . ' hki,,51/444,4601,44. Ntittairr,P614n0'*4 004041,11V19.01 , ' , .. . , . , . . istiftm.$2**4.4.,,0 _ir.,tt.,,,,,,,,,,Ls3 ,44,,,,ttlie...,‘,,,,J,t-..,-*,4..„...,„„„ . . _ . . ..... . ... .. .. $ 9,271 , '''''''''''''''''''''''''''''''''' -,-::::' Li.p.44,,p'' . •, -. ,6;383,' .• •. ,..1 . , $ , 544,344.7svi.; ,,f,t,,,Iti•Vg14-10,°•4 kata141411'24 •- •-,--_,L,—... _, ._...._ `i,,..,E1 A°E,"E•.,:tf LE:•,,,,,,k54katv,,,,.v. : '' '6,307.258' 12,614,511 50.0% 15,886,390 1 Note 1: Total gas collected and flows to flare and conversion system based on 2015 projections. 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