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HomeMy WebLinkAboutAgenda - 06-15-1999 - IORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 15, 1999 Action Agenda Item No. SUBJECT: Solid Waste Management Interlocal Agreement DEPARTMENT: County Manager PUBLIC HEARING: (Y /N) No ATTACHMENT(S): 6/1/99 Memo from Bob Jessup with Proposed Interlocal Agreement 6/7/99 Memo from Bob Jessup Comparison of County Proposal and Interlocal Agreement 6/10/99 Memo from Gayle Wilson INFORMATION CONTACT: John Link or Rod Visser, ext 2300 TELEPHONE NUMBERS: Hillsborough 732 -8181 Chapel Hill 968 -4501 Durham 688 -7331 Mebane 336- 227 -2031 PURPOSE: To consider approval of an interlocal agreement between the County and the Towns of Carrboro, Chapel Hill, and Hillsborough that would govern the future structure of solid waste management in Orange County. BACKGROUND: The Solid Waste Interlocal Agreement Work Group has met several times during the past few months and has made good progress toward producing an agreement that all jurisdictions will support as the basis for future solid waste governance in Orange County. Attorney Bob Jessup has drafted a revised interlocal agreement that tracks with the County's proposal for assuming overall solid waste management responsibility, while borrowing relevant sections from the November 1997 version of the previous draft interlocal agreement. Public Works staff have prepared an updated summary that points out how the elements of the Board's February 1999 proposal are incorporated into the proposed interlocal agreement. The Board may have changes to the agreement that it would like to see made before signing, or may be prepared to approve it in substantially its current form. All of the local governments have expressed an interest in trying to complete the agreement before going on summer break. Should the combination of time constraints and required modifications to the agreement preclude any or all of the local governments from signing the agreement before the summer, the Manager suggests that any such governing board adopt a resolution which indicates that Board's intent to become a party to the interlocal agreement and its view that the County and the Town of Chapel Hill should proceed with the transition activities needed to achieve a January 1, 2000 handover of operations. Attorney Jessup, Solid Waste Director Gayle Wilson, and County staff will be available to respond to Board questions about the interlocal agreement. 2 Although not directly related to the adoption of the interlocal agreement, the Board did recently express its interest in ensuring that a proactive public information effort is conducted to keep residents near a proposed new construction and demolition (C &D) disposal fully informed about relevant developments. Gayle Wilson has prepared a draft schedule of public information activities and a draft information piece, which will serve as a point of reference for those activities. These documents are provided for information only — no Board action is required. FINANCIAL IMPACT: Adoption of the interlocal agreement will affect the administration of solid waste operations and the Landfill Enterprise Fund. However, it will have no direct impact on the County General Fund, which will not be a source of underwriting for overall solid waste management operations. Those will continue to be fully financed by the Landfill Enterprise Fund. RECOMMENDATION(S): The Manager recommends that the Board approve the interlocal agreement, subject to any required modifications and review by the County Attorney, and authorize the Chair to sign it. Robert M. Jessup. Jr. Memorandum To: Landfill reorganization working group Date June 1, 1999 Regarding: . Draft agreement for solid waste management Here is a new draft agreement. I am sending along both a clean copy and a copy that is blacklined to reflect changes from the May 10 draft that we discussed at our May 26 meeting. I hope you will find the revisions to be consistent with our discussions. You will recall that this agreement takes as its framework the County's February 18 proposal and the various responses from the Towns. The draft agreement calls for the parties to agree now to transfer solid waste management responsibilities to the County, and for the County then to assume that responsibility in approximately six months. During that six-month period, Carrboro, Chapel Hill and the County are to carry out the transfer of employees and assets to the County. . During our two working group meetings, representatives of all parties have expressed the hope that this agreement could be approved by all four boards and signed by the end of June. It appeared from our meetings that all parties would be able to devote substantial time at June meetings for discussing the proposed agreement. I am certainly available to come, when asked, to board meetings at which the agreement may be discussed if that might be helpful to the process. Please just let me know. As always, please feel free to .call me at any time if you have any questions or comments about the information in this memo, the draft agreement or any other aspect of this matter. Agreement for Solid Waste Management To establish a comprehensive approach to solid waste management issues, and in consideration of the promises made to one another in this Agreement, Orange County and the Towns of Carrboro, Chapel Hill and Hillsborough hereby agree as follows: 1. The County will assume solid waste management responsibility effective January 1, 2000. Operate the System. The County will operate the System for the benefit of the County, the Towns and the persons and organizations within their jurisdictions. The County will establish and enforce reasonable rules and regulations governing the. operation and use of the System, operate the System in an efficient and economical manner and maintain the properties constituting the System in good repair and in sound operating condition. Provide solid waste disposal facilities The County will provide System Management Facilities suitable for the disposition of Solid Waste by the County, the Towns and the persons and organizations within their jurisdictions. The existing landfill, as well as any successor System Management Facility, will be designated to accept solid: waste generated exclusively by residents, businesses and institutions located in Orange County and that portion of Chapel Hill located within Durham County, North Carolina. Determine policy, The County will have the ongoing authority and responsibility in its discretion (1) to administer and operate the System in accordance with the Solid Waste Management Plan and Policies and (2) to determine and modify the Solid Waste Management Plan and Policies from time to time. The County agrees, however, to consult with the other Parties and the Advisory Commission, frequently and consistently, to determine their views on the Solid Waste Management Plan and Policies and possible changes thereto. Take on employees. All of the System Employees will be transferred to the County. and become County employees subject to the supervision of the County Manager in the same fashion as other County employees. -The Parties acknowledge that it is an important objective of this Agreement that the current total compensation package for System Employees be maintained at a substantially equivalent level - through their transfer to the County, although the combination of salary and benefits for any employee may change. The Parties recognize that all components of compensation to System Employees after the transfer will be subject to changes in salaries and benefits in the same fashion as other County employees. The County and Chapel Hill will develop a detailed schedule comparing the total pre - transfer and post - transfer compensation for each System Employee. Chapel Hill will send a copy of the completed schedule to Carrboro. Acquire System assets The County will acquire all right, title and interest to all Existing System Assets. Title to the Greene Tract, however, shall not be conveyed to the County pursuant to this paragraph; Part 3 is and shall be the only portion of this Agreement affecting the state of the title to the Greene Tract. Assume System liabilities. The County will assume all liabilities, including environmental liabilities, related to the ownership of the System, including, to the extent permitted by law, all liabilities related to the ownership of Existing System Assets which have accrued or which may accrue prior to the Transfer Date. The Parties, however, shall retain their individual liability, if any, under environmental laws and otherwise, related to their respective use of the System both before and after the Transfer Date (as, for example, any liability arising from their delivering, or causing to be delivered, Solid Waste to System Management Facilities). The Parties acknowledge that the County's assumption of liabilities as described in the preceding paragraph shall not limit, and is not intended to limit, the ability of any governmental authority to impose, or to seek to impose, environmental or other liability directly on a Party (as, for example, any liability accruing to the current owners of the Existing System Assets as a result of their status as owners prior to the Transfer Date). The County will not assume, and by this Agreement does not assume, any indebtedness of Carrboro or Chapel Hill. Acquire property. The County shall acquire real and personal property as it deems appropriate for System purposes. There shall be no restrictions on the County's acquisition of additional acreage at the existing landfill. The County states its current intention not to acquire, and its recommendation that future County Governing Boards not acquire, any of the properties known as the Blackwood and Nunn properties for System purposes. Provide for compliance with law. The County will .comply, or cause there to be compliance, with. all applicable laws, orders, rules, regulations and requirements of any governmental authority relating to the System. The County will also be generally responsible for solid waste reporting, planning, regulatory compliance and similar matters. Nothing in this Agreement, however, shall prevent the County from contesting in good faith the applicability or validity of any such law or other requirement, so long as the County's failure to comply with the same during the period of such contest will not materially impair the System's operation or revenue- producing capability. Make reports. The County will make, or cause to be made, any reports or audits relating to the System as may be required by law. The County, as often as may reasonably be requested, will furnish such other information as the- County may have reasonably available concerning the System or its operation as the Advisory Commission or any Party may reasonably request. The County, which the Parties have designated as a local lead agency, and the Towns will cooperate in preparing and submitting any reports or solid waste plans that a Party may be required to file with governmental authorities; such as the State's Division of Waste Management. Approve budget. The County will approve the 1999 -2000 System operating budget together with Chapel Hill. Effective date — The County will assume solid waste management responsibility as described in this Part 1 on January 1, 2000. The Parties shall take actions provided for in this Agreement, or which may otherwise be necessary or appropriate, in a timely fashion to permit the County's assumption of responsibilities as of the specified date. 2 Draft of June 1, 1999 2. The Parties will deliver Solid Waste and County Recyclables to the System. The County and the Towns all agree to deliver, or cause to be delivered, to System Management Facilities for disposal or processing, respectively, all Solid Waste and County Recyclables under their respective control. This delivery obligation includes (without limitation) all Solid Waste and County Recyclables collected by any Party's employees, solid waste collection contractors, solid waste collection licensees or solid waste collection franchisees. There is no such obligation to deliver Other Recyclables. All Solid Waste and County Recyclables delivered to System Management Facilities, or to County employees, solid waste collection contractors, solid waste collection licensees or solid waste collection franchisees, or properly placed in a designated container at a convenience center, will be County property upon such delivery. The County will have the right to refuse to accept for disposal at System Management Facilities any material or substance which the County reasonably determines is barred from such disposal by the Solid Waste Management Plan and Policies, by any applicable law or regulation or by the restrictions of any permit. Notwithstanding the provisions of the previous paragraph, the County shall in no event be deemed the owner of any such barred substance without its express consent. If at any time a material that previously qualified as Other Recyclables begins to be processed by the County for recycling and therefore becomes County Recyclables, then any Party theretofore processing such material as Other Recyclables shall begin to process such material as County Recyclables upon the expiration of any contract for disposal of the material as Other Recyclables that may be in effect at the time of the material's change in status. 3. Solid waste collection and transportation decisions will remain each Party's prerogative. The Parties in all events retain the right to determine their own systems and procedures for the collection of Solid Waste and related matters, provided that such systems and procedures shall be reasonably designed to be consistent and compatible with the appropriate Solid Waste Management Plan and Policies. 4. The County will operate the System as an enterprise operation, and will have discretion to set rates, fees and charges. The Parties agree that the long -term success of the arrangement for solid waste management provided for in this Agreement requires that the Parties remain committed partners. The Parties agree that their goal of reducing solid waste must be achieved in a manner that guards the economic viability of the System's. current and future operations. At the same time, the Parties acknowledge that the County is not expected to use its general funds to underwrite overall solid waste management activities. Therefore, the County, the Towns and the persons and organizations within their jurisdictions all must bear appropriate proportional shares of the Draft of June 1, 1999 3 costs of providing for current and future operations of the solid waste management enterprise. The Parties agree that the County, as part of its responsibility for solid waste management, must retain broad flexibility to implement and adjust rates, fees and other charges, as provided below, in order to generate sufficient resources through the System to carry out the requirements of the Solid Waste Management Plan and Policies. The Parties agree that the County is ultimately responsible for balancing the available resources and the demands. on the System, and that the County must therefore have sufficient authority to adjust either the resources or the System demands, or both, to achieve the balance. Part 1 of this Agreement provides for the County's authority over the Solid Waste Management Plan and Policies. This Part 4 provides for the County's authority over the available resources. System will be operated as an enterprise fund The County will segregate for accounting purposes all the System's accounts, moneys and investments. The County will provide for the System's assets, liabilities and results of operations to be presented in the County's annual audit as a separate enterprise fund, in accordance with generally accepted accounting principles. The County will annually adopt a separate budget for the System in accordance with the County's usual budgetary process. The County will keep accurate records and accounts of all items of costs and of all expenditures relating to the System, and of the System Revenues collected and the application of System Revenues. Such records and accounts will be open to any Party's inspection at any reasonable time upon reasonable notice. System will be operated on a self - supporting basis. The County will establish and maintain a system of rates, fees and charges for the use of, and for the services provided by, the System which is reasonably designed to pay in full all the costs (and only the costs) of carrying out the County's responsibilities under this Agreement and the Solid Waste Management Plan and Policies, including, without limitation, (1) costs of disposing of Solid Waste, (2) costs of collecting, processing and disposing of Recyclables, (3) to the extent permitted by law, costs of providing public benefits determined to be provided pursuant to Part 6, and (4) costs of solid waste reduction activities. Subject only to the - specific limitations set forth in this Agreement, the County may revise any rates, fees and charges at any time and as often as it shall deem appropriate. Limitations on Material Financial Changes. Notwithstanding any other provision of this Agreement, the County shall not put into effect any Material Financial Change unless the County first obtains the consent of all Parties. It will be each Town's obligation to determine whether any change or proposed change to the Solid Waste Management Plan and Policies is a Material Financial .Change with respect to such Town within ten Business Days of receiving notice of the change or proposed change, and to notify the County within five additional Business Days if the Town determines that such change or proposed change is a Material. Financial Change. The provisions of this paragraph are independent of the further provisions of this Part 4 concerning rates, fees and charges. Mixed Solid Waste Tipping Fee. (1) The County may increase the Mixed Solid Waste Tipping Fee from time to time in its discretion with at least 30 days' notice of the increase to all other Parties. The County may not, however, increase the Mixed Solid Waste Tipping Fee during or at the beginning of any Fiscal Year to a fee that exceeds the Mixed Solid Waste Tipping Fee in effect at the end of the preceding Fiscal Year by more than 10 %, without the prior Draft of June 1, 1999 4 consent of all the other Parties. Further, the Parties intend and agree that the County shall endeavor to adjust the Mixed Solid Waste Tipping Fee only annually, with changes becoming effective only at the beginning of a Fiscal Year. (2) The County may decrease the Mixed Solid Waste Tipping Fee from time to time in its discretion, without prior notice to or action by any other Party. The County will promptly notify the other Parties of any decrease in the Mixed Solid Waste Tipping Fee. Governmental Fees. (1) If the County determines that it is or may be advisable to create and impose any Governmental Fee, then the County will give at least 30 days' notice of the proposed Governmental Fee to the other Parties. A Governmental Fee may then be imposed only if the creation and imposition of such Governmental Fee is subsequently approved by the County and at least two other Parties (except that approval by the County and any other single Party will be required at any time there are less than four Parties to this Agreement). A new Governmental Fee will take effect at the end of the notice period or, if later, the date of the last Governing Body approval necessary for it to take effect. (2) The County may increase any individual Governmental Fee from time to time in its discretion with at least 30 days' notice of the increase to all other Parties. The County may not, however, increase any individual Governmental Fee during or at the beginning of any Fiscal Year to a fee that exceeds the fee in effect at the end of the preceding_ Fiscal Year by more than 10% without the prior consent of all the other Parties. The Parties intend and agree that the County shall endeavor to adjust any and all Governmental Fees only annually, with changes becoming effective only at the beginning of a Fiscal Year. (3) The County may decrease any Governmental Fee from time to time in its discretion, without prior notice to or action by any other Party. The County will promptly notify the other Parties of any decrease in any Governmental Fee. Other fees. (1) This section applies to rates, fees or charges that the County may create or change, other than the Mixed. Solid Waste Tipping Fee and Governmental Fees. This section would apply to any County proposal to create, increase or decrease an availability fee. This section does not apply to any proposal to impose or change any special district tax related to the System; instead, the generally applicable law shall govern any such proposal. The Parties note that North Carolina law currently requires a Town's consent to include any area within that Town's jurisdiction within a special taxing district, but that the County controls the rate of any special district tax in its discretion. (2) If the County determines that it is or may be advisable to create, increase or decrease any rate, fee or charge covered by this section, then the County will give at least 30 days' notice of the proposed change to the other Parties, and the County will request that the Advisory Commission consider the proposed change. If the Advisory Commission recommends that the change be approved, then the change may take effect if the County subsequently approves it. If the Advisory Commission recommends that the change not be approved, then the change may take effect only if the County and at least two other Parties subsequently approve the change (except that approval by the County and any other single Party will be required at any time there are less than four Parties to this Agreement). A change will take effect at the end of Draft of June 1, 1999 5 the notice period or, if later, the date of the last Governing Body approval necessary for it to take effect. (3) Notwithstanding any other provision of this Agreement, the County may at any time, and from time to time in its discretion, create, increase or decrease any minor fees for the disposal of certain classes of Solid Waste (such as fees for the disposal of yard waste or clean wood waste) and minor charges for the sale of goods (such as, for example, mulch, scrap tires, or clean wood waste). A fee or charge shall be considered "minor" for the purposes of this paragraph if the fee or charge produced less than 1% of the System's total revenue for the last preceding Fiscal Year for which audited financial statements are available. Time limit on fee change approvals. Any approvals given by a Party, pursuant to the approval requirements of this Part 4, to the imposition or increase of any fee will be of no further effect after 90 days from the date of the action granting approval (or after such shorter or longer period as may be made part of the action granting approval), if the imposition or increase so approved has not by such time received all approvals required for its effectiveness. Use of System Revenues only for System; no requirement that County use general funds for System ,purposes. The County will use System Revenues solely to carry out the Solid Waste Management Plan and Policies and' solely for the benefit of the System, including (1) to pay costs of disposing of Solid Waste, (2) to pay costs of collecting, processing and disposing of Recyclables, (3) to the extent permitted by law, to pay costs of providing public benefits determined to be provided pursuant to Part 6, and (4) to pay costs of solid waste reduction activities. The County will not use System Revenues to pay costs of collecting Solid Waste in unincorporated areas of the County. The County will in no event be required to use assets or funds other than those of the System to fulfill its obligations under this Agreement other than its obligations under Part 2. Reservation of County's rights. Notwithstanding any provision of the Solid Waste Management Plan and Policies or this Agreement to the contrary, the County will in all events be entitled to operate the System and all its facilities, and may adjust any and all rates, fees and charges, as it may in its reasonable discretion deem reasonably necessary (1) to comply with any requirements of any applicable law or regulation or any court order, administrative decree or similar order of any judicial or regulatory authority, (2) to comply with the requirements of any contracts, instruments or other agreements at any time securing Outstanding System Debt, or (3) to pay costs of remediating any adverse environmental conditions at any time existing with respect to the System. 5. The Greene Tract will remain a landfill asset. Sixty acres of the Greene Tract will be reserved for solid waste management purposes, and the three owners will work together to determine the ultimate use of the remainder. The Parties agree that the Greene Tract remains a landfill asset. Chapel Hill, Carrboro and the County (the "Greene Tract Owners ") will transfer to the County title to that portion of the Greene Tract described on Exhibit E, which contains approximately sixty acres. The County may use the property described on Exhibit E for System Draft of June 1, 1999 6 purposes. The County states its current intention not to bury mixed solid waste or construction and demolition waste on any portion of the Greene Tract. The County states its recommendation to future County Governing Boards that the County make no such burial. The Greene Tract Owners agree to bargain together in good faith and with all due diligence, and to use their respective best efforts, to determine an ultimate use or disposition of the remainder of the Greene Tract as soon as possible and in any event by June 30, 2001. During this bargaining period, no Greene Tract Owner shall make any use of the remaining portion of the Greene Tract without the consent of the other Greene Tract Owners. The Greene Tract Owners agree that among the issues to be addressed in the bargaining process are (1) the specific future uses, or ranges of use, to be made of the Greene Tract (including issues of devoting different portions to different uses, devoting portions to public uses and the possibility of making portions available for sale or private use), (2) whether to impose specific use restrictions, either through deed restrictions or through governmental regulation, and (3) issues of reimbursement to the landfill fund (both legal issues and issues of the extent of reimbursement). The Greene. Tract Owners agree that during the bargaining period each should provide opportunity for public comment on possible or proposed uses or dispositions. Prior to July 1, 2001, no Greene Tract Owner shall (1) file any legal action or proceeding to force any sale or division of the Greene Tract, or (2) enter into any agreement to sell, mortgage or otherwise transfer all or any part of its ownership interest in the Greene Tract, in either case without the consent of the other Greene Tract Owners. To the extent permitted by law, Chapel Hill agrees not to initiate any proceeding to rezone any portion of the Greene Tract prior to July 1, 2001, without the consent of the other Greene Tract Owners. On or after July 1, 2001, no Greene Tract Owner shall (1) file any legal action or proceeding to force any sale . or division of the Greene Tract, or (2) enter into any agreement to sell, mortgage or otherwise transfer all or any part of its ownership interest in the Greene Tract, in either case without giving the other Greene Tract Owners at least 60 days' prior notice of such filing or entering into an agreement. In addition, on or after July 1, 2001, any Greene Tract Owner may give 60 days' prior notice of an election to be no longer bound by the restrictions of this Part 5, and such election shall be effective at the end of the notice period. 6. The County will finance community benefits from System funds to the extent legally permissible. The Parties will cooperate to provide public benefits to the community of. residents and property owners in the neighborhood of the existing landfill. The Parties note the expected forthcoming report of the Landfill Community Benefits Committee that has been studying the question of community benefits. Upon the release of the report, each Party shall provide for its Governing Board to discuss the working group's proposal for community benefits, and shall provide for such legal and other staff analysis of the proposed list as it may deem appropriate (especially including legal analysis concerning the use of System funds to pay the costs of such benefits). After each Party has completed its own analysis, the Draft of June 1, 1999 7 Parties shall work together, diligently and in good faith, to reach an agreement as to community benefits to be provided. The process of determining community benefits shall continue to include participation by persons belonging to the relevant community. Final determinations of the public benefits to be provided, the sources of financing and the mechanisms for providing the benefits, however, shall be made only by further agreement of all the Parties. The Parties state their preference that benefits be financed from System funds to the extent permitted by law. To the extent permitted by law and by generally accepted accounting principles, to the extent determined by the Parties and notwithstanding any other provision of this Agreement, the costs of providing public benefits as described in this Part 6 may be treated as an expense of the System and may be paid from System Revenues. The public benefits contemplated by this Section are to be considered as separate and distinct from any compensation determined to be owed for any "taking" of an interest in property as determined by State or federal law. 7. The parties will establish an advisory commission. The Parties hereby establish the Orange County Solid Waste Management Advisory Commission to advise the County's Governing Board on matters related to the System and the Solid Waste Management Plan and Policies. The Advisory Commission shall meet for the first time not later than September 16, 1999, on the call of the members appointed by the County. The Parties will continue to work through the existing Landfill Owners' Group ( "LOG ") on matters of solid waste management policy and operations until the Advisory Commission begins to meet. The LOG shall continue to operate by consensus, but the Parties intend that the LOG shall make no recommendations for major financial commitments until it dissolves or is replaced by the Advisory Commission. Each Party shall appoint two members to the Advisory Commission. Exhibit C sets forth details concerning the Advisory Commission's responsibilities and the procedures that it shall follow, and also sets forth the Parties' agreement as to the appointment and terms of office of Advisory Commission members. If at any time the University of North Carolina agrees to comply with the, provisions of Part 2 with respect .to its facilities and operations in Orange County, then the Parties agree that the University, through its President, shall be entitled to .appoint to the Advisory Commission one voting member, having- one vote. Any initial University member shall serve for a term ending on the third June 30 following the member's appointment, and any succeeding University member shall serve for a three -year term (with there being no limits on the reappointment of University members). The limitations in Exhibit C excluding employees of Parties from serving on the Advisory Commission do not apply to the University or University members. The Parties agree to enter into a supplement or amendment to this agreement to include provisions reasonably necessary or appropriate to provide for the University's participation on the Advisory Commission in such circumstances. Draft of June 1, 1999 8 [Exhibit A contains certain definitions that apply to this Agreement. Exhibit B contains certain additional provisions of this Agreement.] [The remainder of this page has been left blank intentionally.] Draft of June 1, 1999 9 I IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed in its corporate name by its duly authorized officers. ATTEST: (SEAL) ORANGE COUNTY, NORTH CAROLINA By: Clerk, Board of Commissioners Chair, Board of Commissioners ATTEST: (SEAL) TOWN OF CARRBORO, NORTH CAROLINA By: Town Clerk Mayor ATTEST: (SEAL) TOWN OF CHAPEL HILL, NORTH CAROLINA By: Town Clerk Mayor ATTEST: (SEAL) TOWN OF HILLSBOROUGH, NORTH CAROLINA By: Town Clerk Mayor Exhibits — A. Definitions B. Additional provisions C. Regarding the Advisory Commission D. Legal description of Greene Tract E. Legal description of Greene Tract portion to be devoted to solid waste Draft of June 1, 1999 10 STATE OF NORTH CAROLINA, ORANGE COUNTY I, a Notary Public of such County and State, certify that , personally came before me this day and acknowledged that they are the Chair and Clek, respectively, of the Board of Commissioners of Orange County, North Carolina, and that by authority duly given and as the act of Orange County, North Carolina, the foregoing instrument was signed in the County's name by such Chair, sealed with its corporate seal and attested by such Clerk. WITNESS my hand and official stamp or seal, this day of '1999. [SEAL] Notary Public My commission expires: STATE OF NORTH CAROLINA; ORANGE COUNTY I, a Notary Public of such County and State, certify that and personally came before me this day and acknowledged that they are the Mayor and Town Clerk, respectively, of the Town of Carrboro, North Carolina, and that by authority duly given and as the act of such Town, the foregoing instrument was signed in the Town's name by such Mayor, sealed with its corporate seal and attested by such Town Clerk. WITNESS my hand and official stamp or seal, this day of '1999. [SEAL] Notary Public My commission expires: STATE OF NORTH CAROLINA; ORANGE COUNTY I, a Notary Public of such County and State, certify that and personally came before me this day and acknowledged that they are the Mayor and Town Clerk, respectively, of the Town of Chapel Hill, North Carolina, and that by authority duly given and as the act of such Town, the foregoing instrument was signed in the Town's name by such Mayor, sealed with its corporate seal and attested by such Town Clerk. WITNESS my hand and official stamp or seal, this day of '1999. [SEAL] Notary Public My commission expires: STATE OF NORTH CAROLINA; ORANGE COUNTY 1, a Notary Public of such County and State, certify that and personally came before me this day and acknowledged that they are the Mayor and Town Clerk, respectively, of the Town of Hillsborough, North Carolina, and that by authority duly given and as the act of such Town, the foregoing instrument was signed in the Town's name by such Mayor, sealed with its corporate seal and attested by such Town Clerk. WITNESS my hand and official stamp or seal, this day of '1999. [SEAL] Notary Public My commission expires: Draft of June 1, 1999 11 For all purposes of this Agreement, the following terms have the following meanings, unless the context clearly indicates otherwise. "Advisory Commission" means the Orange County Solid Waste Management Advisory Commission created pursuant to Part 7. "Agreement" means this Agreement for Solid Waste Management, as it may be duly amended and supplemented from time to time. "Business Day" means any day other than a day on which national banks are required or authorized to close. "Carrboro "means the Town of Carrboro, North Carolina. "Chapel Hill" means the Town of Chapel Hill, North Carolina. "County" means Orange County, North Carolina. "County Manager" means the County's chief administrative officer. "County Recyclables" means all materials processed by the County for recycling and not disposed of at System Management Facilities, as the same may be established and amended from time to time under the Solid Waste Management Plan and Policies. "Existing System Assets" means all System assets as of the Transfer Date, including, without limitation, the existing landfill, all other land and buildings, all equipment, including rolling stock, all licenses, permits and other governmental authorizations, all contracts, all customer records, all bank and other business records, and all cash and investments, including the capital reserve account currently maintained by Chapel Hill on behalf of the Landfill Owners' Group. . "Fiscal Year" means the County's fiscal year beginning July 1, or such other fiscal year as the County may lawfully establish. "Governing Board" means, for any Party, its governing board of elected officials, as such governing board maybe constituted from time to time. "Governmental Fee" will mean any fee related to activities of the System that is imposed directly and solely on the Parties themselves, other than the Mixed Solid Waste Tipping Fee. A possible example of such a fee could be a fee imposed by the County on all the Parties related to the County's providing of processing for County Recyclables through the System. "Greene Tract" means the parcel of land comprising approximately 169 acres lying south of Eubanks Road described in Plat Book 14, Page 143 and Plat Book 15, Page 138, Orange County Registry, as more specifically described in Exhibit D. Draft of June 1, 1999 12 "Hillsborough "means the Town of Hillsborough, North Carolina. "Material Financial Change" means a change, or series of related changes, made by the County to the Solid Waste Management Plan and Policies that, in the determination of any Town (provided that the Advisory Commission must verify such determination if so requested by the County), would have the effect of increasing by more than 15% the direct monetary cost to such Town of all its solid waste management activities (such as solid waste collection), when comparing (a) the expected cost of such activities for the first full Fiscal Year following the effective date of the change or changes in question to (b) the total cost for the Fiscal Year most recently completed prior to the effective date. "Mixed Solid Waste Tipping Fee" means the fee of that name assessed for disposing mixed solid waste at the existing landfill, any successor to that fee, or any other fee assessed for the use of System Management Facilities related to the disposition of Solid Waste (such as a fee imposed for the use of a transfer station or materials recovery facility). "Other Recyclables" means materials which would otherwise constitute Solid Waste, but which are to be delivered to some other entity and processed for recycling. For any material to constitute Other Recyclables, however, the entity to which the material is to be delivered must represent that such materials are intended to be processed for use in new products. Material will not constitute Other Recyclables, for example, if the entity to which it is to be delivered intends to re- deliver the material to some other disposal facility (such as a landfill or incinerator), whether or not such material is intended to be subject to further. processing before disposal. "Parties" means, collectively, the County and the Towns, and "Party" means any one of them individually. "Solid Waste" means all materials accepted by the County for disposal at System Management Facilities, as the same may be established and amended from time to time under the Solid Waste Management Plan and Policies (subject to the provisions of Part 2 which authorize the County to refuse to accept for disposal any material or substance which the County reasonably determines is barred from such disposal by any applicable law or regulation or the restrictions of any permit), other than County Recyclables. "Solid Waste Management Plan and Policies" means, the combination of (a) the Solid Waste Management Plan, which is the report submitted pursuant to law to State authorities describing the long -term plan for solid waste management, which the County, as designated lead agency, files on behalf of the County and the Towns, and (b) the Solid Waste Management Policies, which are, collectively, all policies related to the System and coordinated solid waste management for the County, the towns and the persons and organizations in their jurisdictions, as the same may exist from time to time (including all such policies in effect as of the date of this Agreement). "State" means the State of North Carolina. "System" means all assets, including both real and personal property, used from time to Draft of June 1, 1999 13 time in the conduct of the functions of collecting and processing County Recyclables, reducing solid waste, disposing of Solid Waste and mulching, composting and re -using Solid Waste, and includes both (a) the Existing System Assets and (b) all moneys and investments related to such functions. "System Debt" means all obligations for payments of principal and interest with respect to borrowed money incurred or assumed by the County in connection with the ownership or operation of the System, without regard to the form of the transaction, and specifically including leases or similar financing agreements which are required to be capitalized in accordance with generally accepted accounting principles. System Debt is "Outstanding" at all times after it'is issued or contracted until it is paid. "System Employees" means employees of Chapel Hill directly engaged in carrying out System business (but expressly not including employees of Chapel Hill's sanitation department). "System Management Facilities" means those assets of the System used to provide (a) final disposal of solid waste, including construction and demolition waste, such as landfills, or (b) any other handling or processing of materials placed in the custody of the System, such as transfer stations, materials recovery facilities or facilities for cleaning, sorting or other processing of recyclable material. "System Revenues" means all amounts derived by the County from the imposition of rates, fees and charges for the use of, and for the services furnished by, the System. "Towns" means, collectively, Carrboro, Chapel Hill and Hillsborough. "Transfer Date" means January 1, 2000. Draft of June 1, 1999 14 Amendments. This Agreement may be modified or amended only by written amendments that are approved and signed on behalf of all the Parties. (a) All notices or other communications required or permitted by this Agreement must be in writing. (b) Any notice or other communication will be deemed given (i) on the date delivered by hand or (ii) on the date it is received by mail, as evidenced by the date shown on a United States mail registered mail receipt, in any case addressed as follows: If to the County, as follows: Orange County Attn: County Manager 200 South Cameron St. Hillsborough, NC 27278 If to Chapel Hill, as follows: Town of Chapel Hill Attn: Town Manager 306 North Columbia St. Chapel Hill, NC 27516 If to Carrboro, as follows:. Town of Carrboro Attn: Town Manager 301 West Main St. Carrboro, NC 27510 If to Hillsborough, as follows: Town of Hillsborough Attn: Town Manager 137 North Churton St. Hillsborough, NC 27278 (c) Any Party may designate a different address for communications by notice given under this Section to each other Party. (d) Whenever in this Agreement the giving of notice is required, the giving of such notice may be waived in writing by the Party entitled to. receive such notice, and in any such case the giving or receipt of such notice will not be a condition precedent to the validity of any action taken in reliance upon such waiver. When this Agreement requires that notice be given to more than one Party, the effective date of the notice will be the last date on which notice is deemed given to any required Party. No Third -Party Beneficiaries. Nothing expressed or implied in this Agreement will give any person other than the Parties any rights to enforce any provision of this Agreement. There are no intended third -party beneficiaries of this Agreement. Survival of Covenants. All covenants, representations and warranties made by the Parties in this Agreement shall survive the delivery of this Agreement. Severability. If any provision of this Agreement shall be held invalid or Draft of June 1, 1999 is unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. Entire Contract. This Agreement, including .the Exhibits, constitutes the entire agreement between the Parties with respect to its subject matter. Counterparts. This Agreement may be signed in several counterparts, including separate counterparts. Each will be an original, but all of them together constitute the same instrument. Recordable Form. As this Agreement limits the Parties' rights to dispose of their respective ownership interests in the Greene Tract, any Party may cause this Agreement to be filed in the real property records in the office of the Register of Deeds of Orange County. Withdrawal, Any Party may withdraw from this Agreement (and thereby cease to be a Party to this Agreement) upon notice given to all the other Parties and subject to the following additional provisions: (a) A withdrawal may be effective only upon the beginning of a Fiscal Year. A Town may withdraw only with at least one`year's notice. The County may withdraw only with at least two years' notice. (b) No withdrawal will relieve a Party of its obligations under Part 2 so long as there is System Debt Outstanding; provided, however, that System Debt first issued or contracted after the date a Party gives notice of withdrawal will be disregarded for the purposes of this paragraph., (c) No. withdrawal will relieve any Party of its individual liability, if any, under environmental laws or otherwise, related to its respective use or ownership of the System which may accrue or which has accrued prior to the effective date of such Party's withdrawal. Actions by a Party. Any references to approvals or other actions by any Party will be deemed to be references to actions taken by the Party's Governing Board or taken pursuant to express, specific direction given by the Party's Governing Board. Agreed-Upon Procedures. The terms, conditions and procedures for transferring employees and assets to the County as provided for by Part 1, and for transferring the property described on Exhibit E to the County as provided for by Part 3, in all cases shall be as agreed upon by the County, Carrboro and Chapel Hill. Effective Date; Term. This Agreement shall take effect immediately upon its execution and delivery by all the Parties, except that as indicated in Part 1, the County will assume solid waste management responsibility as described in this Part 1 on January 1, 2000: This Agreement will continue in effect so long as there are at least two Parties to the Agreement. Draft of June 1, 1999 16 Responsibilities. The Advisory Commission's responsibilities shall include the following: (a) To recommend programs, policies, expansions and of services, and other matters related to the operation of the System; (b) To suggest amendments to the Solid Waste Management Plan and Policies; (c) To provide advice to the County Manager for use in the County Manager's developing the proposed annual budget for the System, to review the budget for the System as proposed by the County Manager to the County's Governing Board, and to provide recommendations to the County's Governing Board for the approval or amendment of the proposed budget; (d) To receive and interpret for the County public input concerning the System and the Solid Waste Management Plan and Policies; (e) To further such mission and goals for the System as the County may adopt fr om time to time; (i) To provide promptly to the County's Governing Body a recommendation concerning any proposal for a change to rates, fees and charges forwarded to the Advisory Commission pursuant to this Agreement; and (g) Such other matters as the Advisory Commission may deem appropriate or which any Governing Board or the County Manager may request. Members; Terms, (a) Each Governing Board will appoint two members to the Advisory Commission as soon as practicable after the date of the execution and delivery of this Agreement. Each Party will notify all the other Parties of its appointments within ten Business Days after making such appointments. (b) Advisory Commission members will serve staggered three -year terms. To provide for the staggered terms of the members, the initial appointments by the Parties will be for the following terms: County 2 years 3 years Carrboro 2 years 3 years Chapel Hill 1 year 3 years Hillsborough 1 year 2 years (c) The first year of the term of each initial member of the Advisory Commission shall be deemed to expire on June 30, 2000. Thereafter, each year of the term of an Advisory Draft of June 1, 1999 17 Commission member will run from July 1 through the subsequent June 30, but each member shall continue to serve until such member's successor has been duly appointed and qualified for office. (d) Each Party may select and appoint Advisory Commission members in its discretion, except that no employee of a Party may be appointed as an Advisory Commission member. This Agreement in no way requires that any member be an elected official of the appointing Party. Any elected official of a Party appointed to the Advisory Commission will be deemed to be serving on the Advisory Commission as a part of the individual's duties of office, and will not be considered to be serving in a separate office. Any elected official of a Party appointed to the Advisory Commission will cease to be a member of the Advisory Commission upon such individual's cessation of service as an elected official of such Party (whether or not such member's successor will be been appointed and qualified for office), but such Party may reappoint such individual to the Advisory Commission. Each member of the Advisory Commission (including elected officials) serves at the pleasure of the appointing Party, and may be removed at any time by the appointing Party, with or without cause. (e) The Governing Board that appointed the person who vacated the Advisory Commission seat will fill any vacancy on the Advisory Commission. In the case of a vacancy created during the term of a member, the 'appointment to fill the vacancy will be made for the remaining portion of the term in order to preserve the staggered -term pattern. Procedures. The Advisory Commission may adopt its own rules of procedure not inconsistent with the provisions of this Agreement, but the Advisory Commission's procedures shall include the following provisions: (a) Each member of the Advisory Commission will have one vote, except that in the event of the absence of a member, the other member appointed by the same Party as the absent member will be entitled to cast two votes. Any University member appointed pursuant to Part 7 shall have only one vote, and that vote shall not be cast in the member's absence. (b) A number of affirmative votes equal to a majority of the authorized number of Advisory Commission members will be necessary to take any action. (c) The Advisory presiding officer will vote as a member of the Advisory Commission, but will have no additional or tie- breaking vote. (d) Representatives of a Party that has given notice of its withdrawal from this Agreement will have no vote on any matters that will affect the System beyond the effective date of such Party's withdrawal, and as to any such matters such members will not be deemed to be within the authorized number of Advisory Commission members for the purposes of subsection (b) above. Draft of June 1, 1999 1 18 Exhibit E -- Legal Description of the Portion of the Greene Tract To Be Devoted to Solid Waste Management Purposes Draft of June 1, 1999 19 Agreement for Solid Waste Management To establish a comprehensive approach to solid waste management issues, and in consideration of the promises made to one another in this Agreement, Orange County and the Towns of Carrboro, Chapel Hill and Hillsborough hereby agree as follows: 1. The County will assume solid waste management responsibility effective January 1, 2000. Operate the System. The County will operate the System for the benefit of the County, the Towns and the persons and organizations within their jurisdictions. The County will establish and enforce reasonable rules and regulations governing the operation and use of the System, operate the System in an efficient and economical manner and main_ tain the properties constituting the System in good repair and in sound operating condition. Provide solid waste disposal facilities_ The County . provide System Management Facilities suitable for the disposition of Solid Waste by th County, the Towns and the persons and organizations within their jurisdictions. The existing landfill, as well as any successor System Management Facility, will be designated to accept solid waste generated exclusively by residents, businesses and institutions located in Orange County and that portion of Chapel Hill located within Durham County, North Carolina. Determine policy. The County will have the ongoing authority and responsibility in its discretion (1) to administer and operate the System in accordance with the Solid Waste Management Plan and Policies and (2) to determine and modify the Solid Waste Management Plan and Policies from time to time. e-- repeEtifig, plamming, mg�Aatefy eemplianee and similaf -M ft The County agrees, however, to consult with the other Parties and the Advisory Commission, frequently and consistently, to determine their views on the Solid Waste Management Plan and Policies and possible changes thereto. Take on employees. All of the System Employees will be transferred to the County and become County employees subject to the supervision of the County Manager in the same fashion as other County employees. The Parties acknowledge that it is an important objective of this Agreement that the current total compensation package for System Employees be maintained at a substantially equivalent level through their transfer to the County, although the combination of salary and benefits for any employee may change. The Parties recognize that all components of compensation to System Employees after the transfer will be subject to changes in salaries and benefits in the same fashion as other County employees. The County and Chapel Hill will develop a detailed schedule comparing the total pre - transfer and post - transfer compensation for each System Employee. Chapel Hill will send a copy of the completed schedule to Carrboro. Draft of June 1, 1999 /Blacklined from May 10, Page 1 Acquire System assets. The County will acquire all right, title and interest to all Existing System Assets. , Gurbew and QaPel 1-1-> as aMed upen by the Title to the Greene Tract ower, shall not be conveyed to the County ev County pursuant to thi�p g ph• Part 3 is and shall be the only portion of this Agreement affecting the state of the title to the Grecue Tract Assume System liabilities. The County will assume all liabilities, including environmental liabilities, related to the ownership of the System, including, to the extent permitted by law, all liabilities related to the ownership of Existing System Assets which have accrued or which may accrue prior to the Transfer Date. The Parties, however, shall retain their individual liability, if any, under environmental laws and otherwise, related to their respective use of the System both before and after the Transfer Date (as, for example, any liability arising from their delivering, or causing to be delivered, Solid Waste to System Management Facilities). The Parties acknowledge that the County's assumption of liabilities as described in the preceding paragraph shall not limit, and is not intended to limit, the ability of any governmental authority to impose, or to seek to impose, environmental or other liability directly on a Party (as, for example, any liability accruing to the current owners of the Existing System Assets as a result of their status as owners prior to the Transfer Date). The County will not assume, and by this Agreement does not assume, any indebtedness of Carrboro or Chapel Hill. Acquire property. The County shall acquire real and personal property as it deems appropriate for System purposes. There shall be no restrictions on the County's acquisition of additional acreage at the existing landfill. The County states its current intention not to acquire, and its recommendation that future County Governing Boards not acquire, any of the properties known as the Blackwood and Nunn properties for System purposes. Provide for compliance with law. The County will comply, or cause there to be compliance, with all applicable laws, orders, rules, regulations and requirements of any governmental authority relating to the System. The County will also be generally responsible for solid waste reporting, planning, regulatory compliance and similar matters Nothing in this Agreement, however, shall prevent the County from contesting in good faith the applicability or validity of any such law or other requirement, so long. as the County's failure to comply with the same during the period of such contest will not materially impair the System's operation or revenue - producing capability. r-ega Make reports. The County will make, or cause to be made, any reports or audits relating to the System as may be required by law. The County, as often as may reasonably be requested, will furnish such other information as the County may have reasonably available concerning the System or its operation as the Advisory Commission or any Party may reasonably request. The County, which the parties have designated as a local lead agency. and the Towns will cooperate in Draft of June 1, 1999/Blacklined from May 10, Page 2 Preparing and submitting any reports or solid waste plans that a Party may be required to file with governmental authorities, such as the State's Division of Waste Management. Approve budget- The County will approve the 1999 -2000 System operating budget together with Chapel Hill. Effective date — The County will assume solid waste management responsibility as described in this Part 1 on January 1, 2000. The Parties shall take actions provided for in this Agreement, or which may otherwise be necessary or appropriate, in a timely fashion to permit the County's assumption of responsibilities as of the specified date. 2. The Parties will deliver Solid Waste and County Recyclables to the System. The County and the Towns all agree to deliver, or cause to be delivered, to System Management Facilities for disposal or processing, respectively, all Solid Waste and County Recyclables under their respective control , This delivery obligation includes (without limitation) all Solid Waste and County Recyclables collected by any Party's employees, solid waste collection contractors, solid waste collection licensees or solid waste collection franchisee ; rF °a, - , that fl w6 vi4II b There is no such obligation to deliver Other Recyclables. All -4aa Solid Waste and County Recyclables delivered to System Management Facilities, or to County employees, solid waste collection contractors, solid waste collection licensees or solid waste collection franchisees, or properly placed in a designated container at a convenience center, will be County property upon such delivery. The County will have the right to refuse to accep for disposal at System Management Facilities any material or substance which the Counly reasonably determines is barred from such disposal by the Solid Waste Management Plan and Policies, by any applicable law or regulation or by the restrictions of any permit, Notwithstanding the provisions of the previous P-aragra , the County shall in no event be deemed the owner of any such barred substance without its express consent, If at any time -a-material that previously qualified as Other Recyclables begins to be processed by the County for reMling and therefore becomes County Recyclables, then any Party theretofore processing such material as Other Recyclables shall begun to process such material as County Recyclables upon the miration of any contract for disposal of the material as Other Recyclables that may be in effect at the time of fhe material's change in status. 3. Solid waste collection and transportation decisions will remain each Party's prerogative. The Parties in all events retain the right to determine their own systems and procedures for the collection of Solid Waste and related matters, provided that such systems and procedures shall Draft of June 1, 1999 /Blacklined from May 10, Page 3 be reasonably designed to be consistent and compatible with the appropriate Solid Waste Management Plan and Policies. 4. The County will operate the System as an enterprise operation, and will have discretion to set rates, fees and charges. The Parties agree that the long -term success of the arrangement for solid waste management provided for in this Agreement requires that the 4Geunty and the T,. <'"' Parties remain committed partners. , . Aiens of the solid waste mamgemepA-enterp se.> The Parties agree that their goal of reducing solid waste must be achieved in a manner that guards the economic viability of the System's current and future operations. At the same time, the Parties acknowledge that the County is not expected to use its general funds to nndQrwri_te nyerall solid waste management activities. Therefore. the County the Towns and the persons and organizations within their jurisdictions all must bear appropriate proportional shares of the costs of providing for current and future operations of the solid waste management enterprise. The Parties agree that the County, as part of its responsibility for solid waste management, must retain broad flexibility to implement and adjust rates, fees and other charges, as provided below . , in order to generate sufficient resources through the System to carry out the requirements of the Solid Waste Management Plan and Policies The Parties agree that the County is ultimately responsible for balancing the available resources and the demands on the System, and that the County must therefore have sufficient authority to adjust either the resources or the System demands, or both, to achieve the balance. Part 1 of this Agreement provides for the County's authority over the Solid Waste Management Plan and Policies This Part 4 provides for the County's authority over the available resources. ,System will be operated as an enterprise fund. The County will segregate for accounting purposes all the System's accounts, moneys and investments. The County will provide for the System's, assets, liabilities and results of operations to be presented in the County's annual audit as a separate enterprise fund, in accordance with generally <aer-ep accepted accounting principles. The County will annually adopt a separate budget for the System in accordance with the County's usual budgetary process. The County will keep accurate records and accounts of all items of costs and of all expenditures relating to the System, and of the System Revenues collected and the application of System Revenues. Such records and accounts will be open to any Party's inspection at any reasonable time upon reasonable notice. System will be operated on a self-supporting basis. The County will establish and maintain a system of rates, fees and charges for the use of, and for the services provided by, the System which is reasonably designed to pay in full all the costs (and only the costs) of carrying out the County's responsibilities under this Agreement and the Solid Waste Management Plan and Policies, including, without limitation, (1) costs of disposing of Solid Waste, (2) costs of collecting, processing and disposing of Recyclables, (3) to the extent permitted by law, costs of providing Draft of June 1, 1999 /Blacklined from May 10, Page 4 public benefits determined to be provided pursuant to Part 6, and (4) costs of solid waste reduction activities. Subject only to the specific limitations set forth in this Agreement, the County may revise any rates, fees and charges at any time and as often as it shall deem appropriate. Limitations on Material Financial Changes, Notwithstanding any other provision of this Agreement, the County shall not put into effect any Material Financial Change unless the County first obtains the consent of all Parties. It will be each Town's obligation 'to determine whether any change or proposed change to the Solid Waste Management Plan and Policies is a Material Financial Change with respect to such Town within ten Business Days of receiving notice of the change or proposed change, and to notify the County within five additional Business Days if the Town determines that such change or proposed change is a Material Financial Change. The provisions of this paragraph are independent of the further provisions of this Part 4 concerning rates, fees and charges. Mixed Solid Waste TippiD2 . (1) The County may increase the Mixed Solid Waste Tipping Fee from time.to time in its discretion with at least 30 days' notice of the increase to all other Parties. The County may not, however, increase the Mixed Solid Waste Tipping Fee during or at the beginning of any Fiscal Year to a fee that exceeds the Mixed Solid Waste Tipping Fee in effect at the end of the preceding Fiscal Year by more than 10 %, without the prior consent of all the other Parties. Further, the Parties intend and agree that the County shall endeavor to adjust the Mixed Solid Waste Tipping Fee only annually, with changes becoming effective only at the beginning of a Fiscal Year. (2) The County may decrease the Mixed Solid Waste Tipping Fee from time to time in its discretion, without prior notice to or action by any other Party. The County will promptly notify the other Parties of any decrease in the Mixed Solid Waste Tipping Fee. 5n Governmental Fees. (1) If the County determines that it is or may be advisable to create and impose any Governmental Fee, then the County will give at least 30 days' notice of the proposed Governmental Fee to the other Parties. A Governmental Fee may then be imposed only if the creation and imposition of such Governmental Fee is subsequently approved by the County and at least two other Parties (except that approval by ' s> the Coupty and any other singled will be required at any time there are less than four Parties to this Agreement). A new Governmental Fee will take effect at the end of the notice period or, if later, the date of the last Governing Body approval necessary for it to take effect. (2) The County may increase any individual Governmental Fee from time to time in its discretion with `at least 30 days' notice of the increase to all other Parties. The County may not, however, increase any individual Governmental Fee during or at the beginning of any Fiscal Year to a fee that exceeds the fee in effect at the end of the preceding Fiscal Year by more than 10 %, without the prior consent of all the other Parties. The Parties intend and agree that the County shall endeavor to adjust any and all Governmental Fees only annually, with changes becoming effective only at the beginning of a Fiscal Year. (3) The County may decrease any Governmental Fee from time to time in its discretion, Draft of June 1, 1999/Blacklined from May 10, Page 5 without prior notice to or action by any other Party. The County will promptly notify the other Parties of any decrease in any Governmental Fee. (2) If the County determines that it is or may be advisable to create, increase or decrease any , ' rate, fee or charge covered by this section, then the County will give at least 30 days' notice of the proposed change to the other Parties, and the County will request that the Advisory Commission consider the proposed change. If the Advisory Commission recommends that the change be approved, then the change may take effect if the County subsequently approves it If the Advisory Commission recommends that the change not be approved, then the change may take effect only if the County and at least two other Parties subsequently approve the change (except that approval by s the County and any other single Party will be required at any time there are less than four Parties to this Agreement). A change will take effect at the end of the notice period or, if later, the date of the last Governing Body approval necessary for it to take effect. (? Notwithstanding any other provision of this Agreement. the County may at any time, and from time to time in its discretion, create, increase or decrease any minor fees for the disposal of certain classes of Solid Waste (such as fees for the disposal of yard waste or clean wood waste) and minor charges for the sale of goods (,such as., for example. mulch, scrap tires, or clean wood wastel A fee or charge shall be considered "minor" for the pumoses of this paragraph if the fee or charge produced less than 1% of the System's total revenue for the last preceding Fiscal Year for which audited financial statements are avlilable. Time limit on fee change approvals. provals. Any approvals given by a Party, pursuant to the approval requirements of this Part 4, to the imposition or increase of any fee will be of no further effect after 90 days from the date of the action granting approval (or after such shorter or longer period as maybe made part of the action granting approval), if the imposition or increase so approved has not by such time received all approvals required for its effectiveness. funds for System purposes. The County will use System Revenues solely to carry out the Solid Waste Management Plan and Policies and solely for the benefit of the System, including (1) to pay costs of disposing of Solid Waste, (2) to pay costs of collecting, processing and disposing of Recyclables, (3) to the extent permitted by law, to pay costs of providing public benefits Draft of June 1, 1999 /Blacklined from May 10, Page 6 MOT fTT3TT7-M. Ira iqlTiyl (2) If the County determines that it is or may be advisable to create, increase or decrease any , ' rate, fee or charge covered by this section, then the County will give at least 30 days' notice of the proposed change to the other Parties, and the County will request that the Advisory Commission consider the proposed change. If the Advisory Commission recommends that the change be approved, then the change may take effect if the County subsequently approves it If the Advisory Commission recommends that the change not be approved, then the change may take effect only if the County and at least two other Parties subsequently approve the change (except that approval by s the County and any other single Party will be required at any time there are less than four Parties to this Agreement). A change will take effect at the end of the notice period or, if later, the date of the last Governing Body approval necessary for it to take effect. (? Notwithstanding any other provision of this Agreement. the County may at any time, and from time to time in its discretion, create, increase or decrease any minor fees for the disposal of certain classes of Solid Waste (such as fees for the disposal of yard waste or clean wood waste) and minor charges for the sale of goods (,such as., for example. mulch, scrap tires, or clean wood wastel A fee or charge shall be considered "minor" for the pumoses of this paragraph if the fee or charge produced less than 1% of the System's total revenue for the last preceding Fiscal Year for which audited financial statements are avlilable. Time limit on fee change approvals. provals. Any approvals given by a Party, pursuant to the approval requirements of this Part 4, to the imposition or increase of any fee will be of no further effect after 90 days from the date of the action granting approval (or after such shorter or longer period as maybe made part of the action granting approval), if the imposition or increase so approved has not by such time received all approvals required for its effectiveness. funds for System purposes. The County will use System Revenues solely to carry out the Solid Waste Management Plan and Policies and solely for the benefit of the System, including (1) to pay costs of disposing of Solid Waste, (2) to pay costs of collecting, processing and disposing of Recyclables, (3) to the extent permitted by law, to pay costs of providing public benefits Draft of June 1, 1999 /Blacklined from May 10, Page 6 determined to be provided pursuant to Part 6, and (4) to pay costs of solid waste reduction activities. The County will not use System Revenues to pay costs of collecting Solid Waste in unincorporated areas of the County. The County will in no event be required to use assets or funds other than those of the System to fulfill its obligations under this Agreement other than its obligations under Part 2. Reservation of County's rights, Notwithstanding any provision of the Solid Waste Management Plan and Policies or this Agreement to the contrary, the County will in all events be entitled to operate the System and all its facilities, and may adjust any and all rates, fees and charges, as it may in its reasonable discretion deem reasonably necessary (1) to comply with any requirements of any applicable law or regulation or any court order, administrative decree or similar order of any judicial or regulatory authority, (2) to comply with the requirements of any contracts, instruments or other agreements at any time securing Outstanding System Debt, or (3) to pay costs of remediating any adverse environmental conditions at any time existing with respect to the System. 5. The Greene Tract will remain a landfill asset Sixty acres of the Greene Tract will be reserved for solid waste management purposes, and the three owners will work together to determine the ultimate use of the remainder. The Parties agree that the Greene Tract 4s-a-S3stem asset - `-remains a landfill asset Chanel Hil , Carrboro and the County the "Greene Tract . Owners" 1 will transfer to the County title to that portion. of the Greene Tract described on Exhibit E, which contains approximately sixty acres. The Countv� use the gro� described on Exhibit E for System purposes. The County states its current intention not to bury mixed solid waste or construction and demolition waste on any portion of the Greene Tract. The County states its recommendation to future County Governing Boards that the County make no such burial. The Greene Tract Owners agree to bargain together in good faith and with all due diligence, and to use their respective best efforts, to determine an ultimate use or disposition of the remainder of the Greene Tract as soon as possible4. No PaAy and in any event by Tune 30, 2001. During this bar-gaining period, no Greene Tract Owner shall make any use of the remaining portion of the Greene Tract without the consent of the other Greene Tract Owners Draft of June 1, 1999 /131acklined from May 10, Page 7 rT WTUITI =I' I..1' oi11!II oil 14 F i UT, WTTM19P.]l III Via M11 If RIM T T film-to Draft of June 1, 1999 /131acklined from May 10, Page 7 file any legal action or proceeding to force any sale or division of the Greene Tract, aff ARA any P Dr —W enter into any agreement to sell, mortgage or otherwise transfer all or any part of its ownership interest in the Greene Tract, in either case without the consent of the other Greene Tract Owners. To the extent permitted by law• Chapel Ail agrees not to initiate any proceeding to rezone 4withe giving the Aer- ev.-aes at least 60 days' prior. netiee ef gush filing er- entefing into em agreement. Y. - shaH apply - - -- - any portion • the - 1 - R-e�4unement Ameui# te the County fer- deposit in the,System enterprise fimd3 a-ad (3) then te V_ Greene the Geunty; and 1494 fer- Gaffber-e.> prior to-J& 1, 2001, ydthout the consent of the other Owners, 4N944ag in this Agreement shaU er- doe&-effeet any ehange in the s We of the fide to the Gfeene TFaet. On or after July 1, 2001,no Greene Tract Owner shall (1) Me any legal action or proceeding 1 force any or division of Greene - - ' _ or enter ' agreement to sell, mortgage or othenvise transfer all or any part of its ownership interest in the Greene Tract in either case without giving the other Greene Tract Owners at least 60 dWI prior notice of such flling or enteriniinto-an affoment, - In addition, on or after July 1 2001, any Greene Tract Owner may J 60 da3l, I M I notice 1 an election to be no longer bound by the restrictions of this Part 5, and su election shall be effective at the end of the notice period, 6. The County will finance community benefits from System funds to the extent legally permissible. The Parties will cooperate to provide public benefits to the community of residents and property owners in the neighborhood of the existing landfill. The Parties note the expected forthcoming report of the Landfill Commun4 Benefits Committee that has been studying the. question of community benefits. Upon the release of the report, each Party shall provide for its Governing Board to discuss the worldng group's proposal for community benefits, and shall provide for such legal and other staff analysis of the proposed list as it may deem appropriate (especially including legal analysis concerning the use of System funds to pay the costs of such benefits). After each Party has completed its own analysis, the Parties shall work together, diligently and in good faith, to reach an agreement as to community benefits to be provided. The process of determining community benefits shall continue to include participation by persons belonging to the relevant community. Final determinations of the public benefits to be provided, the sources of financing and the Draft of June 1, 1999 /Blacklined from May 10, Page 8 mechanisms for providing the benefits, however, shall be made only by further agreement of all the Parties. The Parties state their preference that benefits be financed from System funds to the extent permitted by law. To the extent permitted by law and by generally accepted accounting principles, to the extent determined by the Parties and notwithstanding any other provision of this Agreement, the costs of providing public benefits as described in this Part 6 may be treated as an expense of the System and may be paid from System Revenues. The public benefits contemplated by this Section are to be considered as separate and distinct from any compensation determined to be owed for any "taking" of an interest in property as determined by State or federal law. 7. The parties will establish an advisory commission. The Parties hereby establish the Orange County Solid Waste Management Advisory Commission to advise the County's Governing Board on matters related to the System and the Solid Waste Management Plan and Policies. The Advisory Commission shall meet for the first time not later tim 4A 44 September 16, 1999, on the call of the members appointed by the County. The Parties will continue to work through the existing Landfill Owners' Group CLOG ") on matters of solid waste management policy and operations until the Advisory Commission begins to meet. The LOG shall continue to operate by consensus, but the Parties intend that the LOG shall make no recommendations for major financial commitments until it dissolves or is replaced by the Advisory Commission. Each Party shall appoint two members to the Advisory Commission. Exhibit C sets forth details concerning the Advisory Commission's responsibilities and the procedures that it shall follow, and also sets forth the Parties' agreement as to the appointment and terms of office of Advisory Commission members. If at any time the University of North Carolina agrees to comply with the provisions of Part 2 with respect to its facilities and operations in Orange County, then the Parties agree that the University , hrough its President shall be entitled to appoint to the Advisory Commissio.^ 4r- --S» one voting member, having one vote. Any initial University member shall 4mve one vete, and sheA net the teEm OF appeifi4ffient limits set fe ENbAb4 (> serve for a term ending on the third June 30 following the member's appointment and any succeeding Uni versity member shall serve for a thr"ar term (with there being no limits on the reappointment of University members) The limitations in Exhibit C excluding emp)oyees of Parties from serving on the Advisory Commission do not apply to the University or University members. The Parties agree to enter into a supplement or amendment to this agreement to include provisions reasonably necessary or appropriate to provide for the University's participation on the Advisory Commission in such circumstances. Draft of June 1, 1999 /Blacklined from May 10, Page 9 [Exhibit A contains certain definitions that apply to this Agreement. Exhibit B contains certain additional provisions of this Agreement.] [The remainder of this page has been left blank intentionally.] Draft of June 1, 1999 /Blackiined from May 10, Page 10 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed in its corporate name by its duly authorized officers. ATTEST: (SEAL) ORANGE COUNTY, NORTH CAROLINA By: Clerk, Board of Commissioners Chair, Board of Commissioners ATTEST: (SEAL) TOWN OF CARRBORO, NORTH CAROLINA By: Town Clerk Mayor ATTEST: (SEAL) TOWN OF CHAPEL HILL, NORTH CAROLINA 0 Town Clerk Mayor ATTEST: (SEAL) TOWN OF HILLSBOROUGH, NORTH CAROLINA By: Town Clerk Mayor Exhibits — Definitions Additional provisions Regarding the Advisory Commission Legal description of Greene Tract Legal description of Greene Tract portion to be devoted to solid waste Draft of June 1, 19991Blacklined from May 10, Page 11 STATE OF NORTH CAROLINA; ORANGE COUNTY 1, a Notary Public of such County and State, certify that and personally came before me this day and acknowledged that they are the Chair and Clerk, respectively, of the Board of Commissioners of Orange County, North Carolina, and that by authority duly given and as the act of Orange County, North Carolina, the foregoing instrument was signed in the County's name by such Chair, sealed with its corporate seal and attested by such Clerk. WITNESS my hand and official stamp or seal, this day of ,1999. [SEAL] Notary Public My commission expires: STATE OF NORTH CAROLINA; ORANGE COUNTY L a Notary Public of such County and State, certify that - and personally came before me this day and acknowledged that they are the Mayor and Town Clerk, respectively, of the Town of Carrboro, North Carolina, and that by authority-duly given and as the act of such Town, the foregoing instrument was signed in the Town's name by such Mayor, sealed with its corporate seal and attested by such Town Clerk. WITNESS my hand and official stamp or seal, this day of ,1999. [SEAL] Notary Public My commission expires: STATE OF NORTH CAROLINA; ORANGE COUNTY 1, a Notary Public of such County and State, certify that and personally came before me this day and acknowledged that they are the Mayor and Town Clerk, respectively, of the Town of Chapel Hill, North Carolina, and that by authority duly given -and as the act of such Town, the foregoing instrument was signed in the Town's name by such Mayor, sealed with its corporate seal and attested by such Town Clerk. WITNESS my hand and official stamp or seal, this day of ,1999. [SEAL] Notary Public My commission expires: STATE OF NORTH CAROLINA; ORANGE COUNTY 1, a Notary Public of such County and State, certify that and personally came before me this day and acknowledged that they are the Mayor and Town Clerk, respectively, of the Town of Hillsborough, North Carolina, and that by authority duly given and as the act of such Town, the foregoing instrument was signed in the Town's name by such Mayor, sealed with its corporate seal and attested by such Town Clerk. WITNESS my hand and official stamp or seal, this day of , 1999. [SEAL] Notary Public Draft of June 1, 1999 /Blacklined from May 10, Page 12 For all purposes of this Agreement, the following terms have the following meanings, unless the context clearly indicates otherwise. . "Advisory Commission" means the Orange County Solid Waste Management Advisory Commission created pursuant to Part 7. "Agreement". means this Agreement for Solid Waste Man_ agement, as it may be duly amended and supplemented from time to time. "Business Day" means any day other than a day on which national banks are required or authorized to close. "Carrboro "means the Town of Carrboro, North Carolina. "Chapel Hill" means the Town of Chapel Hill, North Carolina. "County" means Orange County, North Carolina. "County Manager" means the County's chief administrative officer. "County Recyclables" means all materials processed by the County for recycling and not disposed of at System Management Facilities, as the same may be established and amended from time to time under the Solid Waste Management Plan and Policies. "Existing System Assets" means all System assets as of the Transfer Date, including, without limitation, the existing landfill, all other land and buildings, all equipment, including rolling stock, all licenses, permits and other governmental authorizations, all contracts, all customer records, all bank and other business records, and all cash and investments, including the capital reserve account currently maintained by Chapel Hill on behalf of the Landfill Owners' Group-<-,4.m "Fiscal Year" means the County's fiscal year beginning July 1, or such other fiscal year as the County may lawfully establish. . "Governing Board" means, for any Party, its governing board of elected officials, as such governing board may be constituted from time to time. "Governmental Fee" will mean any fee related to activities of the System that is imposed directly and solely on the Parties themselves, other than the Mixed Solid Waste Tipping Fee. A possible example of such a fee could be a fee ' Dosed by the County on all the Parties related to the County's providing of processing for CounV $eycia ales throuih the System, "Greene Tract" means the parcel of land comprising approximately 169 acres lying south Draft of June 1, 1999/Blacidined from May 10, Page 13 of Eubanks Road described in Plat Book 14, Page 143 and Plat Book 15, Page 138, Orange County Registry, as more specifically described in Exhibit D. "Hillsborough "means the Town of Hillsborough, North Carolina. "Material Financial Change" means a change, or series of related changes, made by the County to the Solid Waste Management Plan and Policies that in the determination of any Town (provided that the Advisory Commission must verify such determination if so requested by the County), would have the effect of increasing by more than 15% the direct monetary cost to such Town of all its solid waste management activities (such as solid waste collection), when comparing (a) the expected cost of such activities for the first full Fiscal Year following the effective date of the 4Weiial Fiawwial Gbmg change or changes in question to (b) the total cost for the Fiscal Year most recently completed prior to the effective date <ef the Material Anatwial Chang "Mixed Solid Waste Tipping Fee" means the fee of that name assessed for disposing mixed solid waste at the existing landfill, 4e any successor to that fee, or any other fee assessed for the use of System Management Facilities related to the disposition of Solid Waste (such as a fee imposed for the use of a transfer station or materials recovery facility). "Other Recyclables 11 means materials which would otherwise constitute Solid Waste, but which are to be delivered to some other entity and processed for recycling. For any material to constitute Other Recyclables, however, the entity to which the material is to be delivered must represent that such materials are intended to be processed for use in new products. Material will not constitute Other Recyclables, for example, if the entity to which it is to be delivered intends to re- deliver the material to some other disposal facility (such as a landfill or incinerator), whether or not such material is intended to be subject to further processing before disposal. "Parties" means, collectively, the County and the Towns, and "Party" means any one of them individually. "Solid Waste" means all materials accepted by the County for disposal at System Management Facilities, as the same may be established and amended from time to time under the Solid Waste Management Plan and Policies (subject to the provisions of Part -41-> 2 which authorize the County to refuse to accept for disposal any material or substance which the County reasonably determines is barred from such disposal by any applicable law or regulation 4'- or the restrictions of any permits, other than County Recyclables. "Solid Waste Management -=A oiieies" ea s;—> Plan and Policies" means, the combination of (a) the Solid Waste Management Plan, which is the report submitted Draft of June 1, 1999 /Blacklined from May 10, Page 14 .. 1""W.080.0b 44 NOW wmp"M "Solid Waste" means all materials accepted by the County for disposal at System Management Facilities, as the same may be established and amended from time to time under the Solid Waste Management Plan and Policies (subject to the provisions of Part -41-> 2 which authorize the County to refuse to accept for disposal any material or substance which the County reasonably determines is barred from such disposal by any applicable law or regulation 4'- or the restrictions of any permits, other than County Recyclables. "Solid Waste Management -=A oiieies" ea s;—> Plan and Policies" means, the combination of (a) the Solid Waste Management Plan, which is the report submitted Draft of June 1, 1999 /Blacklined from May 10, Page 14 pursuant to law to State authorities describing the long - tern, plan for solid waste management which the County, as designated lead agency, film on behalf of the County and the Towns, and (n) the Solid Waste Management Policies, which are collectively, all policies related to the System and coordinated solid waste management for the County, the towns and the persons and organizations in their jurisdictions, as the same may exist from time to time iaslu4es,�- _(including all such policies in effect as of the date of this Agreement — -- 4-sueh �) - "State" means the State of North Carolina. "System" means all assets, including both real and personal property, used from time to time in the conduct of the functions of collecting and processing Cow Recyelables, reducing solid waste, disposing of Solid Waste and mulching, composting and re -using Solid Waste, and includes both (a) the Existing System Assets and (b) all moneys and investments related to such functions. "System Debt" means all obligations for payments of principal and interest with respect to borrowed money incurred or assumed by the County in connection with the ownership or operation of the System, without regard to the form of the transaction, and specifically including leases or similar financing agreements which are required to be capitalized in accordance with generally accepted accounting principles. System Debt is "Outstanding" at all times after it is issued or contracted until it is paid. "System Employees" means employees of Chapel Hill directly engaged in carrying out System business (but expressly not including employees of Chapel Hill's sanitation department). "System Management Facilities" means those assets of the System used to provide (a) final disposal of solid waste, including construction and demolition waste= such as landfills, or (b) any other handling or processing-d materials placed in the custody of the Sys tem , such as transfer stations, materials recovery facilities or facilities for cleaning, sorting or other processing of .recyclable material . "System Revenues" means all amounts derived by the County from the imposition of rates, fees and charges for the use of, and for the services furnished by, the System. "Towns" means, collectively, Carrboro, Chapel Hill and Hillsborough. "Transfer Date" means January 1, 2000. Draft of June 1, 1999 /Blacklined from May 10, Page 15 Amendments. ' This Agreement may be modified or amended only by written amendments that are approved and signed on behalf of all the Parties. (a) All notices or other communications required or permitted by this Agreement must be. in writing. (b) Any notice or other communication will be deemed given (i) on the date delivered by hand or (ii) on the date it is received by mail, as evidenced by the date shown on a United States mail registered mail receipt, in any case addressed as follows: If to the County, as follows: Orange County Attn: County Manager 200 South Cameron St. Hillsborough, NC 27278 If to Chapel Hill, as follows: Town of Chapel Hill Attn: Town Manager 306 North Columbia St. Chapel Hill, NC 27516 If to Carrboro, as follows: Town of Carrboro Attn: Town Manager 301 West Main St. Carrboro, NC 27510 If to Hillsborough, as follows: Town of Hillsborough Attn: Town Manager 137 North Churton St. Hillsborough, NC 27278 (c) Any Party may designate a different address for communications by notice given under this Section to each other Party. (d) Whenever in this Agreement the giving of notice is required, the giving of such notice may be waived in writing by the Party entitled to receive such notice, and in any such case the giving or receipt of such notice will not be a condition precedent to the validity of any action taken in reliance upon such waiver. When this Agreement requires that notice be given to more than one Party, the effective date of the notice will be the last date on which notice is deemed given to any required Party. No Third -Party Beneficiaries. Nothing expressed or implied in this Agreement will give any person other than the Parties any rights to enforce any provision of this Agreement. There are no intended third -party beneficiaries of this Agreement. Survival of Covenants. All covenants, representations and warranties made by the Draft of June 1, 1999 /Blacklined from May 10, Page 16 Parties in this Agreement shall survive the delivery of this Agreement. Severability. If any provision of this Agreement - shah be held invalid or unenforceable by any court of competent jurisdiction, such holding_ -:�%4 shall not invalidate or render unenforceable any other provision of this Agreement. Entire Contract This Agreement, including the Exhibits, constitutes ' the entire agreement between the Parties with respect to its subject matter. Counterparts. This Agreement may be signed in several counterparts, including separate counterparts. Each will be an original, but all of them together constitute the same instrument. Recordable Form As this Agreement limits the Parties' rights to dispose of their respective ownership interests in the Greene Tract, any Party may cause this Agreement to be filed in the real property records in the office of the Register of Deeds of Orange County. or Withdrawal. Any Party may withdraw from this Agreement (and thereby cease to be a Party to this Agreement) upon notice given to all the other Parties and subject. to the following additional provisions: (a) A withdrawal may be effective only upon the beginning of a Fiscal Year. A Town may withdraw only with at least one year's notice. The County may withdraw only with at least two years' notice. (b) No withdrawal will relieve a Party of its obligations under Part 2 so long as there is System Debt Outstanding; provided, however, that System Debt first issued or contracted after the date a Party gives notice of withdrawal will be disregarded for the purposes of this paragraph. (c) No withdrawal will relieve any Party of its individual liability, if any, under environmental laws or otherwise, related to its respective use or ownership of the System which may accrue or which has accrued prior to the effective date of such Party's withdrawal. Draft of June 1, 1999 /Blacklined from May 10, Page 17 Actions by a Party. Any references to approvals or other actions by any Party will be deemed to be references to actions taken by the Party's Governing Board or taken .pursuant to express, specific direction given by the Party's Governing Board. agreed- U Ron Procedures The terms, conditions and procedures for transferring e=lQyees And assets to the County as provided for by Part 1, and for transferring the ppty described on Exhibit E to the County as provided for by Part 3, in all cases shall be as agreed upon by the County Carrboro and Chapel Hill, Effective Date; Term 4Effeetive44ate> This Agreement shall take effect immediately upon its execution and delivery by all the Parties, except that as indicated in Part 1, the County will assume solid waste management responsibility as described in this Part 1 on January 1, 2000. This Agreement will continue in effect so long as there are at least two Parties to the AP`r'e Draft of June 1, 1999 /Blacklined from May 10, Page 18 Exhibit - Regarding the advisory Commission Responsibilities_ The Advisory Commission's responsibilities shall include the following: (a) To recommend programs, policies, expansions and reductions of services, and other matters related to the operation of the System; (b) To suggest amendments to the Solid Waste Management Ply Policies; (c) To provide advice to the County Manager for use in the County Manager's developing the proposed annual budget for the System, to review the budget for the System as proposed by the 'County Manager to the County's Governing Board, and to provide recommendations to the County's Governing Board for the approval or amendment of the proposed budget (d) To receive and interpret for the County public input concerning the System and the Solid Waste Management Plan and Policies; (e) To further such mission and goals for the System as the County may -= teg adopt from time to time; the - System -(g)> To provide promptly to the County's Governing Body a recommendation concerning any proposal for a change to rates, fees and charges forwarded to the Advisory Commission pursuant to this Agreement; and -4% jg) Such other matters as the Advisory Commission may deem appropriate or which any Governing Board or the County Manager may request. Members; Terms, (a) Each Governing Board will appoint two members to the Advisory . Commission as soon as practicable after the date of the execution and delivery of this Agreement. Each Party will notify all the other Parties of its appointments within ten Business Days after making such appointments. (b) Advisory Commission members will serve staggered three -year terms. To provide for the staggered terms of the members, the initial appointments by the Parties will be for the following terms: Draft of June 1, 1999 /Blacklined from May 10, Page 19 County 2 years 3 years Carrboro 2 years 3 years Chapel Hill 1 year 3 years Hillsborough 1 year 2 years (c) The first year of the term of each initial member of the Advisory Commission shall be deemed to expire on June 30, 2000. Thereafter, each year of the term of an Advisory Commission member will run from July 1 through the subsequent June 30, but each member shall continue to serve until such member's successor has been duly appointed and qualified for office. (d) Each Party may select and appoint Advisory Commission members in its discretion, except that no employee of a Party may be appointed as an Advisory Commission member. This Agreement in no way requires that any member be an elected official of the appointing Party. Any elected official of a Party appointed to the Advisory Commission will be deemed to be serving on the Advisory Commission as a part of the individual's duties of office, and will not be considered to be serving in a separate office. Any elected official of a Party appointed to the Advisory Commission will cease to be a member of the Advisory Commission upon such individual's cessation of service as an elected official of such Party-<-,p- -( whether or not such member's successor will be been appointed and qualified for office. ), but such Party may reappoint such individual to the Advisory Commission . Each member of the Advisory Commission (including elected officials) serves at the pleasure of the appointing Party, and may be removed. at any time by the appointing Party, with or without cause. (e) The Governing Board that appointed the person who vacated the Advisory Commission seat will fill any vacancy on the Advisory Commission. In the case of a vacancy created during the term of a member, the appointment to fill the vacancy will be made for the remaining portion of the term in order to preserve the staggered -term pattern. Procedures. The Advisory Commission may adopt its own rules of procedure not inconsistent with the provisions of this Agreement, but the Advisory Commission's procedures shall include the following provisions: (a) Each member of the Advisory Commission will have one vote, except that in the event of the absence of a member, the other member appointed by the same Party as the absent member will be entitled to cast two votes. Any University member appointed pursuant to Part 7 shall have'only one vote. and that vote shall not be cast in the member's absence. (b) A number of affirmative votes equal to a majority of the authorized number of Advisory Commission members will be necessary to take any action. (c) The Advisory Commission's presiding officer will vote as a member of the Advisory Commission, but will have no additional or tie- breaking vote. Draft of June 1, 1999 /Blacklined from May 10, Page 20 (d) Representatives of a Party that has given notice of its withdrawal from this Agreement will have no vote on any matters that will affect the System beyond the effective date of such Party's withdrawal, and as to any such matters such members will not be deemed to be within the authorized number of Advisory Commission members for the purposes of subsection (b) above. Draft of June 1, 1999lBiackiined from May 10, Page 21 Exhibit E -- Legal Description of the Portion of the Greene Tract To Be Devoted to Solid Waste Management Purposes Draft of June 1, 1999 /Blacklined from May 10, Page 22 Robert M. Jessup Jr. Memorandum To: Landfill reorganization working group Date: June 7, 1999 Regarding: Comments received on June I draft agreement I have received a few continents on the June I draft agreement that I thought I would share with the group. I . I have been asked whether the 60 acres of the Greene Tract to be transferred to the County comes out of the County's ownership portion of the entire Greene Tract, or whether the County remains a 43% owner of the remainder. Certainly the current draft does not address this point explicitly. I believe that the better reading of the current text, as well as my understanding from our earlier meeting, was that the County would become the sole owner of the 60 acres and remain a 43% owner of the remainder. I would propose that the agreement should be clarified on this point, however. 2. I have. been asked whether the second sentence of the second paragraph of Part 5 (on the Greene Tract) could be amended to read that "the County may use the property described on Exhibit E for System purposes only" (thereby adding the word "only" at the end of the sentence). That change seems to me to be consistent with the group's agreement, but I need to hear that the County accepts that change. 3. it has been suggested to me that the references to the University in Part 7 should be references to UNC -CH, and the references to the President to the Chancellor. That may well be what's intended. But I would assume we would want to pick up UNC Hospitals as well, wouldn't we? I would appreciate anyone else's thoughts. 4. It has been suggested that the reference to the "solid waste plan" (in the definition of "Solid Waste Management Plan and Policies," near the bottom of page 13 of the clean copy) should contain an explicit reference to the one -page "plan framework" (of which I have attached a copy). That makes sense to me, if in fact that's the document that's previously been approved by the boards. I would point out, however, that the County is free to change any aspect of the plan or the framework without the consent of any other party. 2 " 6. There is also a cross - reference error. At the bottom of page I (of the clean copy), in the "acquire System assets" paragraph, the cross - reference to Part 3 should of course refer instead to Part 5. Based on my understanding of how we left things at our last working group meeting, I am not planning to prepare a new draft agreement at this time. Instead, my plan would be to prepare a new draft after each board has reviewed the agreement at a June meeting. After those board discussions, it seems to me we will know whether we should work on a new draft agreement, or if there are remaining areas of disagreement that will first need to be resolved between the boards. I am, of course, willing to follow a different course if the group thinks there's a better way to proceed. Let me say once again that I am certainly available to come, when asked, to board meetings at which the agreement may be discussed if that might be helpful to the process. Please just let me know. As always, please feel free to call me (or send me an e-mail, to BobJess=Qaol.com) at any time if you have any questions or comments about the information in this memo, the draft agreement or any other aspect of this matter. ICJ Summary of Orange County's Solid Waste Plan for Mixed Solid Waste Reduction WASTE PREVENTION COLLECTION PROCESSING • Differential Landfill Fees • Public EAucation • Non - Economic Incentives (Tn bede idrd by Ai&ldaa( pm-mots) • Collection Baas • Volume based fees • Universal at the source Collection of recyclables boon art sectors except sparsely populated unincorporated arras. Those to be served by convenience centers) (ra be &cWcd by k divWat Ecw mm=ft) • Convenience centers for rural residential solid waste • Yard waste and bulky item collections (for a fee? Universal at-the-source solid waste collection for urban commercial and residential sectors • Commingled Materials Recovery Facility (MRF) with capacity to accept source separated materials • Mulching facility to handle yard and wood waste (already in place) Not part of plan now bUt may be considered at a fniture date: Centralized Organics Composting to handle MF mixed paper residuals and other organics IF id waste continues as an enterprise operation; 2. The Greene Tract remains a landfill asset (with acknowledgement that the current Board of Commissioners has no inclination to bury mixed solid waste (MSW) or construction and demolition (C &D) waste on this property); 3. There are no restrictions on acquisition of additional acreage at the current landfill (with acknowledgement that the current Board of Commissioners has no inclination to use the Blackwood or Nunn All entities continue to work through the LOG until such time as the County assumes responsibility for solid waste management to develop options for: materials recovery, construction and demolition disposal, and a transfer station (to include examination of reconfiguring property at the Eubanks Road landfill to accommodate one or more of these facilities); The Towns of Carrboro, Chapel Hill and Hillsborough bear an appropriately proportional share of costs and remain committed partners to make an enterprise operation economically viable, to 6. Reduction of solid waste and the economic viability of solid waste facilities /operations are made compatible; 7. All parties approve an Interlocal Agreement after the current draft has been revised to incorporate modifications (negotiated by representatives of each governing board); 8. The County retains the right to implement fees; and The County is not expected to use general funds to underwrite overall solid waste management activities; Found in preamble to Part 4, page 3; see also last paragraph on page 3 and first paragraph on page 4 Found in Part 5 on page 6 Found in "Acquire Property" parag in the middle of page 2 Found in preamble to Part 4, page 3-4; see last paragraph on page 3 and first paragraph on page 4 Found in Part 5 on page 6 -7 Found in "Acquire Property" paragraph in the middle of page 2 Found in second paragraph of Part 7 on Found in second page 7 1 page 8 Found in preamble to Part 4, page see also Part 2 on page. 3 Found in preamble to Part 4, page Agreement Found in preamble to Part 4, page 3; this concept runs throughout Part 4 on pages 3, 4 and 5 Found in preamble to Part 4, page 3, and also in the second -to -last paragraph on paae 5 Found in preamble to Part 4, page 3; see also Part 2 on page 3 Found in preamble to Part 4, page 3 Not included separately in the Agreement on Found in preamble to Part 4, page 3; this concept runs throughout Part 4 on pages 3, 4, 5 and 6 Found in "Other Fees ", section (3), thir paragraph on page 6 -i. i ne c;ounry wiii assume solid waste management responsibility six This is the point of Part 1 on pages 1 This is the point of Part 1 on pages 1 months after all parties have approved the Interlocal Agreement to and 2; effective date provision is the and 2; effective date provision is the include current and future operations; paragraph at the bottom of page 2. paragraph at the bottom of page 2. Also see the last paragraph on page 14 Also see the last paragraph on page 14 2. The County will accept transfer of all Chapel Hill solid waste Found in the "Take on employees" Found in the "Take on employees" management employees; paragraphs at the bottom of page 1 paragraphs at the bottom of page 1 CAwindowsktempWESSUP3.DOC 1 Printed: 06/09199 CAwindows\tempWESSUP3.DOC 2 Printed: 06/09/99 Found in the "Approve Budget" Found in the "Approve Budget" 3. The Board of Commissioners shall approve the 1999 -2000 solid waste management operating budget in June, 1999; paragraph near the bottom of page 2 paragraph near the bottom of page 2 * *Of course, this provision may be deleted from the final agreement if this action has occurred before the signing date 4. The LOG shall continue to oversee solid waste management, Found in Part 7 on page 7, and Found in Part 7 on page 7, and operating by consensus and making no major financial particularly the second paragraph of particularly the second paragraph of commitments until it dissolves after adoption of the 1999 -2000 Part 7 Part 7 budget and no later than August 1, 1999; 5. Each government shall appoint two representatives to a Solid Waste Found in Part 7 on page 7, and also in Found in Part 7 on page 7, and also in Management Advisory Commission, pursuant to an adopted Exhibit C beginning on page 15 Exhibit C beginning on page 17 Interlocal Agreement, which shall succeed the LOG and begin meeting upon dissolution of the LOG and no later than August 1, 1999: a ninth seat on the Commission will be reserved for a representative designated by the University, provided that the University commits to participation in the solid waste management ff tem; 6. Solid waste collection /transportation decisions will remain the Found in Part 3 on page 3 Found in Part 3 on page 3 prerogative of each local government entity; 7. The County will pursue a conceptual revenue structure that: This provision is not separately Fees /revenues are discussed • Finances core operations (MRF, MSW and C &D Landfills) included, based in part on discussion at throughout Section 4 on pages 3, 4, 5 through tipping fees prior meeting at which other units and 6 • Finances collection /transportation activities through property indicated there was not need to tie the taxes and collection charges County to any particular methodology • Finances reduction /recycling through tipping fees to the extent practical, with the balance from availability fees 8. The County will finance community benefits through the landfill Found in Part 6 on pages 6 and 7 Found in Part 6 on pages 6 and 7 enterprise fund to the extent legally permissible (unless Carrboro and Chapel Hill agree to earmark a portion of one -cent sales taxes for their share of community benefits). FURTHERMORE The County is willing to entertain assumption by any of the other municipal partners of the lead role in solid waste management subject to the principles and conditions enumerated above. CAwindows\tempWESSUP3.DOC 2 Printed: 06/09/99 r Memorandum To: John Link, Orange County Manager From: Gayle Wilson, Solid Waste Director Subject: Public Information Process for C&D Siting - Site 8 Date: June 9, 1999 At their June 1, 1999 meeting, the Board of County Commissioners expressed considerable interest in how the citizens in the area of Site 8 (Guess Rd.) would be informed and involved in the C&D facility siting process. This memorandum will suggest a timeline for proceeding to a final decision. We will also discuss issues likely to be important to both the citizens in the area and the Commissioners. An example of a public information bulletin is attached. Timeline Since the option to purchase agreement for the property under consideration expires on September 30, 1999 we have prepared a timeline which would allow the governing boards to consider this matter in late September. The following timeline represents a proposed schedule of public information events that will precede a final decision regarding possible siting of a construction and demolition disposal facility in Little River Township. * Week of July 5, 1999 Mailing of public information message to a targeted group of property owners explaining why we are looking at property in their neighborhood, the intended use of the property, how this type of disposal facility may impact the neighboring community, the process by which final decisions will be made regarding the property and the time frame for development of the property, if acquired. The goal of this information piece is to explain the nature of our interest in local property and to insure that neighbors of the site under consideration are kept apprised of our intentions. The recipients of this information are proposed to be: - property owners within 2,500 feet of the site's boundaries - Chapel Hill, Carrboro, and Orange County elected officials Township Advisory Committee members? * Week of July 26 - evening community information meeting at a location near the site with LOG staff attending the meeting to respond to questions from the neighborhood * Week of September 6 - final recommendation from Construction & Demolition (C&D) Task Force to governing boards * Week of September 13 - update of C&D process to newly created Solid Waste Advisory Committee - Solid Waste Advisory Committee sponsors public forum based upon C&D Task Force recommendation * Week of September 20 and 27 - governing boards consider site recommendation It is important that other information be shared with those property owners. The draft public information bulletin (attached) addresses several key points: - notification of the local government's interest in property located in their neighborhood for development of a C&D disposal facility - why we are looking for a new C&D facility - what is a C&D disposal facility - who uses this type of facility - potential community impacts - regulatory and political commitment to environmental protection - assurance that we will provide further information as it becomes available - estimation of September as the time when a decision will be made regarding purchase of the site - strong commitment to C&D recycling and waste reduction We will make ourselves available to any citizen who wishes to talk about the proposed disposal site. We will modify our proposed public process as necessary to respond to the needs of the citizens of Little River Township and the Board of County Commissioners. We will also oversee the technical and regulatory examination of the site to insure that the environmental integrity of the site and the open exchange of information with the citizens of the area are the fundamental guiding principles of our siting process. We are available to answer questions regarding this matter as necessary. Attachment: Draft Public Information Bulletin U Public Information Bulletin Construction &Demolition Disposal Facilily Siting UILICAFT Towns of Carrboro, Chapel Hill, and Orange County This communication is primarily intended for owners of property located near the intersection of Guess Road and New Sharon Church Road. Orange County governments are considering acquiring property located near the intersection of Guess Rd. and New Sharon Church Rd. on which to develop a facility for disposal of construction and demolition waste materials. This public information message is the first of a series of interactions planned for your community as local elected officials continue consideration of this disposal site. Local officials wish to balance the interests and standards of the community, the needs of the larger community of Orange County, and management, environmental, and economic requirements of managing Orange County's solid waste. The existing construction and demolition (C &D) facility just north of Chapel Hill is expected to reach capacity in 2000. The governing boards of Orange County have been evaluating many sites in all areas of the county for more than two years. A C &D disposal facility is a special type. of landfill that receives for burial discards from new construction, remodeling of existing structures, and structural demolitions. Examples of materials disposed are wood, tile, roofing, insulation, drywall, carpet, duct work, wiring, glass, brick, concrete, empty paint cans, etc. A C &D facility does not receive food waste or other materials that cause odor and attract vermin and are typically associated with sanitary landfills. Sanitary landfills can contaminate groundwater and are highly engineered disposal facilities which must be heavily monitored to prevent environmental contamination (gases and leaking landfill juices). Regulations governing C &D facilities are stringent, but less so than a sanitary facility due to the nature of materials approved for disposal. The users of a C &D disposal facility are large and small contractors and builders as well as individual homeowners who generate waste from home improvement projects. An analysis of current facility users indicated that 60% of all loads were delivered by pickup trucks, not large trucks. Additionally, the Orange County government represents the largest number of loads delivered when landfill permits are included: Of course there are some negative community impacts that can result from a C &D facility which we do not wish to understate. But those can and would be dealt with in the design and operation of the facility. Examples of negative community impacts and measures to mitigate them are: • Increase in Traffic. While increased traffic can be expected, limiting hours of operation will channel the traffic into a predictable pattern. Also, only Orange County haulers will be permitted to use the facility; no out -of- county waste will be accepted. • Litter. Litter is dealt with in two primary ways. One is to maintain strict load covering policies. The other method of controlling litter is to maintain a regular roadside cleanup program. Both of these measures are effective at the current Eubanks Road facility. • Aesthetics. We believe all elected officials have an interest in developing a government facility that maintains the highest standards of appearance and conformity to community standards as possible. • Noise. The disposal operation would utilize, to the extent possible, sound barriers around the perimeter of operations that will significantly reduce any machine noise. Additionally, the hours of operation will eliminate any activities in the evening, on Saturday afternoons, and on Sundays. It is not easy to site any disposal facility and local officials will endeavor to make this facility, if ultimately selected, as unobtrusive as possible. Disposal facilities are among the most heavily regulated of facilities. Rigorous siting, construction and operating standards for these facilities provide assurances that public health and the environment will be protected at virtually any cost. We are currently in the process of determining if the 178 -acre site meets the state regulatory standards for permitting. Extensive hydro - geological investigations are being conducted to assure that this type of facility can be safely located and operated at this location. These investigations will likely conclude in September, at which time a final recommendation may be made to the governing boards regarding whether the site should be purchased. It is our intention to continue providing information to area residents and property owners throughout the summer, including a community information meeting in the neighborhood of the site, as the process continues. We understand that the governing boards will demand this facility be a model C &D management facility. Local officials are also committed to aggressive recycling and waste reduction of construction materials to reduce waste requiring disposal. Please feel free to call Gayle Wilson, Solid Waste Management Director at 968 -2885, with questions or suggestions. You may also request a tour of the existing C &D facility on Eubanks Rd. ;.. O ( � Y / Co O c o0 , A) o �3. o ;0 o SID i G �O O Z . b a IF 3 waste continues to be managed as an enterprise operation; The Greene Tract remains a landfill asset (with acknowledgement that the current Board of Commissioners has no inclination to bury mixed solid waste (MSW) or construction and demolition (C &D) waste on this property); There are no restrictions on acquisition of additional acreage at the current landfill (with acknowledgement that the current Board of Commissioners has no inclination to use the Blackwood or Nunn All entities continue to work through the LOG until such time as the County assumes responsibility for solid waste management to develop options for: materials recovery, construction and demolition disposal, and a transfer station (to include examination of reconfiguring property at the Eubanks Road landfill to accommodate one or more of these facilities); The Towns of Carrboro, Chapel Hill and Hillsborough bear an appropriately proportional share of costs and remain committed partners to make an enterprise operation economically viable, to 6. Reduction of solid waste and the economic viability of solid waste facilities /operations are made compatible; 7. All parties approve an Interlocal Agreement after the current draft has been revised to incorporate modifications (negotiated by representatives of each governing board); 8. The County retains the right to implement fees; and The County is not expected to use general funds to t, overall solid waste management activities; 11111"MoL:4.I The County will assume solid waste management responsibility six months after all parties have approved the Interlocal Agreement to include current and future operations; 2. The Countv will a waste Found in preamble to Part 4, page 3; see also last paragraph on page 3 and first paragraph on page 4 Found in Part 5 on page 6 vouna in - Acquire Property" paragraph in the middle of page 2 Found in preamble to Part 4, page 3 -4 see last paragraph on page 3 and first paragraph on page 4 Found in Part 5 on page 6 -7 t-ouna in "Acquire Property" paragraph in the middle of page 2 Found in second paragraph of Part 7 on Found in second paragraph of Part 7 on page 7 1 page 8 Found in preamble to Part 4, page see also Part 2 on page 3 preamble to Part 4, page sepa Agreement Found in preamble to Part 4, page 3; this concept runs throughout Part 4 on pages 3, 4 and 5 Found in preamble to Part 4, page 3, and also in the second -to -last paraqraph on page 5 This is the point of Part 1 on pages 1 and 2; effective date provision is the paragraph at the bottom of page 2. Also see the last paragraph on page 14 Found in the "Take on employees" paragraphs at the bottom of page 1 Found in preamble to Part 4, page see also Part 2 on page 3 se Agreement to Part 4, page Found in preamble to Part 4, page 3; this concept runs throughout Part 4 on pages 3, 4, 5 and 6 Found in "Other Fees ", section (3), thir paragraph on page 6 This is the point of Part 1 on pages 1 and 2; effective date provision is the paragraph at the bottom of page 2. Also see the last paragraph on page 14 Found in the "Take on employees" paragraphs at the bottom of page 1 C1windowsltempWESSUP3.D0C 1 Printed: 06/09/99 c1windowsuempwESSUP3.DOC 2 Printed: 06/09/99 NO �931F 3. The Board of Commissioners shall approve the 1999 -2000 solid Found in the "Approve Budget" Found in the "Approve Budget' waste management operating budget in June, 1999; paragraph near the bottom of page 2 paragraph near the bottom of page 2 * *Of course, this provision may be deleted from the final agreement if this action has occurred before the signing date 4. The LOG shall continue to oversee solid waste management, Found in Part 7 on page 7, and Found in Part 7 on page 7, and operating by consensus and making no maior financial particularly the second paragraph of particularly the second paragraph of commitments until it dissolves after adoption of the 1999 -2000 Part 7 Found in Part 7 on page 7, and also in Part 7 Found in Part 7 on page 7, and also in budget and no later than August 1, 1999; 5. Each government shall appoint two representatives to a Solid Waste Management Advisory Commission, pursuant to an adopted Exhibit C beginning on page 15 Exhibit C beginning on page 17 Interlocal Agreement, which shall succeed the LOG and begin meeting upon dissolution of the LOG and no later than August 1, 1999 a ninth seat on the Commission will be reserved for a representative designated by the University, provided that the University commits to participation in the solid waste management system; 6. Solid waste collection /transportation decisions will remain the Found in Part 3 on page 3 Found in Part 3 on page 3 prerogative of each local government entity; 7. The County will pursue a conceptual revenue structure that: This provision is not separately Fees /revenues are discussed • Finances core operations (MRF, MSW and C &D Landfills) included, based in part on discussion at throughout Section 4 on pages 3, 4, 5 through tipping fees prior meeting at which other units and 6 • Finances collection /transportation activities through property indicated there was not need to tie the taxes and collection charges County to any particular methodology • Finances reduction /recycling through tipping fees to the extent practical, with the balance from availability fees 8. The County will finance community benefits through the landfill Found in Part 6 on pages 6 and 7 Found in Part 6 on pages 6 and 7 enterprise fund to the extent legally permissible (unless Carrboro and Chapel Hill agree to earmark a portion of one -cent sales taxes for their share of community benefits). FURTHERMORE The County is willing to entertain assumption by any of the other municipal partners of the lead role in solid waste management subject to the principles and conditions enumerated above. c1windowsuempwESSUP3.DOC 2 Printed: 06/09/99 2-d Robert M. Jessup Jr. Memorandum By Facsimile To: Bob Morgan Rod Visser Date: June 15, 1999 Regarding: Solid Waste Management Reorganization — Points from Monday night's Chapel Hill Council Meeting The Chapel Hill Council discussed the proposed agreement for solid waste management reorganization for about an hour on Monday night. The Council ended the discussion by unanimously adopting a resolution authorizing the Mayor to complete and execute the agreement, so long as three changes were made to the draft presented. Here is a brief description of the requested changes. I can address these at greater length at this afternoon/evening's meetings, but I wanted to give these to you this morning in case you had any time to think about them before the meeting: 1) For the 60 acres of the Greene Tract to be transferred to the County for solid waste management purposes, impose the prohibition on the use of that property for burying solid waste or as a C &D landfill through a restriction in the deed from the current owners to the County, so it would be a legally enforceable restriction. In addition, state that no non -solid waste management use could be made of the 60 -acre portion without the agreement of the three current co- owners. 2) Describe more explicitly the integrated solid waste management plan that the parties have already adopted. In the opening paragraph of Part 4, add a statement to the effect that the parties have adopted a plan that includes goals for the reduction of the solid waste stream, but acknowledging the County's discretion to change the plan (including those goals) to match resources and requirements. EE6S- 68fr -6i6 -jr dnssar -W 4jagoa eSti :80 66 Si unr e -d Pa 3) In Part 5, refer to the Greene Tract as a "public" asset, instead of a "landfill" asset. The Chapel Hill Council is of the view that because the County, for the benefit of the solid waste system, is getting outright tide to 60 acres of the Greene Tract for the purposes of the System, there should be no claim of the solid waste fund to any further reimbursement related to any other portion of the Greene Tract; the grant of the sixty acres should provide adequate compensation to the solid waste fund. Therefore, the reference to reimbursement as an item for negotiation should be deleted. I told the Chapel Hill Council that I would report these three points to the County and Carrboro Boards today. I said that I would then report back to the group on Wednesday morning as to where we stand after these three Board meetings. 1 will be in the office until about 3:30 today if you want to discuss any of these points or any other aspect of the agreement. Otherwise, I will look forward to seeing you later today at your respective meetings (County at a 5:00 session, Carrboro at its regular evening meeting). ecss -68b -616 -- RMJ -jr dnssar -W 4.aagoa egg: 6 SI unr V Robert M. Jessup Jr. Memorandum To: Landfill reorganization working group Date: June 7, 1999 Regarding: Comments received on June I draft agreement I have received a few comments on the June I draft agreement that I thought I would share with the group. I . I have been asked whether the 60 acres of the Greene Tract to be transferred to the County comes out of the County's ownership portion of the entire Greene Tract, or whether the County remains a 43% owner of the remainder. Certainly the current draft does not address this point explicitly. I believe that the better reading of the current text, as well as my understanding from our earlier meeting, was that the County would become the sole owner of the 60 acres and remain a 43% owner of the remainder. I would propose that the agreement should be clarified on this point, however. 2. I have. been asked whether the second sentence of the second paragraph of Part 5 (on the Greene Tract) could be amended to read that "the County may use the property described on Exhibit E for System purposes only" (thereby adding the word "only" at the end of the sentence). That change seems to me to be consistent with the group's agreement, but I need to hear that the County accepts that change. 3. It has been suggested to me that the references to the University in Part 7 should be references to UNC -CH, and the references to the President to the Chancellor. That may well be what's intended. But I would assume we would want to pick up UNC Hospitals as well, wouldn't we? I would appreciate anyone else's thoughts. 4. It has been suggested that the reference to the "solid waste plan" (in the definition of "Solid Waste Management Plan and Policies," near the bottom of page 13 of the clean copy) should contain an explicit reference to the one -page "plan framework" (of which I have attached a copy). That makes sense to me, if in fact that's the document that's previously been approved by the boards. I would point out, however, that the County is free to change any aspect of the plan or the framework without the consent of any other party. 2 6. There is also a cross - reference error. At the bottom of page 1 (of the clean copy), in the "acquire System assets" paragraph, the cross - reference to Part 3 should of course refer instead to Part 5. Based on my understanding of how we left things at our last working group meeting, I am not planning to prepare a new draft agreement at this time. Instead, my plan would be to prepare a new draft after each board has reviewed the agreement at a June meeting. After those board discussions, it seems to me we will know whether we should work on a new draft agreement, or if there are remaining areas of disagreement that will first need to be resolved between the boards. I am, of course, willing to follow a different course if the group thinks there's a better way to proceed. Let me say once again that I am certainly available to come, when asked, to board meetings at which the agreement may be discussed if that might be helpful to the process. Please just let me know. As always, please feel free to call me (or send me an e -mail, to BobJessun .ao .cam) at any time if you have any questions or comments about the information in this memo, the draft agreement or any other aspect of this matter. -- RMJ 0 9 Summary of Orange County's Solid Waste Pfau for Mixed Solid Waste Reduction WASTE MEVEIMONI COLLECTION PROCESSING • Differential Landfill Fees a Universal at the sauece Collection of • Commingled Materials Recovery • Public £duarian recyclables item all sectors exerpt sparsely Facility OARF) with capacity to accept Populated unmeorpm -Aed areas- pose to be source separated materials served by convenience centers) • NarEconamic Incentives • Mulching facility to handle yard and (ra be dreidcd by a d did W Ste) wood waste (already in Place) f I'a bt decided by 3+�di+ridu�t gtrvvermatoFs) • Convenienee centers far rural residential solid -� -- • Collection Bans waste Not part of plan now but may be • Volume based fees • Yard waste and butky ileac collections (foe' a considered at a future date: feed • Centralized Organics Composting to handle MRF mixed paper residuals and Universal at-the-source solid waste collection for other organics utban commercial and residential sectors G Memorandum To: John Link, Orange County Manager From: Gayle Wilson, Solid Waste Director Subject: Public Information Process for C&D Siting - Site 8 Date: June 9, 1999 At their June 1, 1999 meeting, the Board of County Commissioners expressed considerable interest in how the citizens in the area of Site 8 (Guess Rd.) would be informed and involved in the C&D facility siting process. This memorandum will suggest a timeline for proceeding to a final decision. We will also discuss issues likely to be important to both the citizens in the area and the Commissioners. An example of a public information bulletin is attached. Timeline Since the option to purchase agreement for the property under consideration expires on September 30, 1999 we have prepared a timeline which would allow the governing boards to consider this matter in late September. The following timeline represents a proposed schedule of public information events that will precede a final decision regarding possible siting of a construction and demolition disposal facility in Little River Township. * Week of July 5, 1999 Mailing of public information message to a targeted group of property owners explaining why we are looking at property in their neighborhood, the intended use of the property, how this type of disposal facility may impact the neighboring community, the process by which final decisions will be made regarding the property and the time frame for development of the property, if acquired. The goal of this information piece is to explain the nature of our interest in local property and to insure that neighbors of the site under consideration are kept apprised of our intentions. The recipients of this information are proposed to be: - property owners within 2,500 feet of the site's boundaries - Chapel Hill, Carrboro, and Orange County elected officials Township Advisory Committee members? 10 • Week of July 26 - evening community information meeting at a location near the site with LOG staff attending the meeting to respond to questions from the neighborhood • Week of September 6 - final recommendation from Construction & Demolition (C&D) Task Force to governing boards • Week of September 13 - update of C&D process .to newly created Solid Waste Advisory Committee - Solid Waste Advisory Committee sponsors public forum based upon C&D Task Force recommendation • Week of September 20 and 27 - governing boards consider site recommendation Other Information It is important that other information be shared with those property owners. The draft public information bulletin (attached) addresses several key points: - notification of the local government's interest in property located in their neighborhood for development of a C&D disposal facility - why we are looking for a new C&D facility - what is a C&D disposal facility - who uses this type of facility - potential community impacts - regulatory and political commitment to environmental protection - assurance that we will provide further information as it becomes available - estimation of September as the time when a decision will be made regarding purchase of the site - strong commitment to C&D recycling and waste reduction We will make ourselves available to any citizen who wishes to talk about the proposed disposal site. We will modify our proposed public process as necessary to respond to the needs of the citizens of Little River Township and the Board of County Commissioners. We will also oversee the technical and regulatory examination of the site to insure that the environmental integrity of the site and the open exchange of information with the citizens of the area are the fundamental guiding principles of our siting process. We are available to answer questions regarding this matter as necessary. Attachment: Draft Public Information Bulletin Public Information Bulletin rvft� "AFT WK Construction & Demolition Disposal Facile Siting Towns of Carrboro, Chapel Hill, and Orange County This communication is primarily intended for owners of property located near the intersection of Guess Road and New Sharon Church Road. Orange County governments are considering acquiring property located near the intersection of Guess Rd. and New Sharon Church Rd. on which to develop a facility for disposal of construction and demolition waste materials. This public information message is the first of a series of interactions planned for your community as local elected officials continue consideration of this disposal site. Local officials wish to balance the interests and standards of the community, the needs of the larger community of Orange County, and management, environmental, and economic requirements of managing Orange County's solid waste. The existing construction and demolition (C &D) facility just north of Chapel Hill is expected to reach capacity in 2000. The governing boards of Orange County have been evaluating many sites in all areas of the county for more than two years. A C &D disposal facility is a special type. of landfill that receives for burial discards from new construction, remodeling of existing structures, and structural demolitions. Examples of materials disposed are wood, tile, roofing, insulation, drywall, carpet, duct work, wiring, glass, brick, concrete, empty paint cans, etc. A C &D facility does not receive food waste or other materials that cause odor and attract vermin and are typically associated with sanitary landfills. Sanitary landfills can contaminate groundwater and are highly engineered disposal facilities which must be heavily monitored to prevent environmental contamination (gases and leaking landfill juices). Regulations governing C &D facilities are stringent, but less so than a sanitary facility due to the nature of materials approved for disposal. The users of a C &D disposal facility are large and small contractors and builders as well as individual homeowners who generate waste from home improvement projects. An analysis of current facility users indicated that 60% of all loads were delivered by pickup trucks, not large trucks. Additionally, the Orange County government represents the largest number of loads delivered when landfill permits are included. Of course there are some negative community impacts that can result from a C &D facility which we do not wish to understate. But those can and would be dealt with in the design and operation of the facility. Examples of negative community impacts and measures to mitigate them are: • Increase in Traffic. While increased traffic can be expected, limiting hours of operation will channel the traffic into a predictable pattern. Also, only Orange County haulers will be permitted to use the facility; no out -of- county waste will be accepted. • Litter. Litter is dealt with in two primary ways. One is to maintain strict load covering policies. The other method of controlling litter is to maintain a regular roadside cleanup program. Both of these measures are effective at the current Eubanks Road facility. • Aesthetics. We believe all elected officials have an interest in developing a government facility that maintains the highest standards of appearance and conformity to community standards as possible. • Noise. The disposal operation would utilize, to the extent possible, sound barriers around the perimeter of operations that will significantly reduce any machine noise. Additionally, the hours of operation will eliminate any activities in the evening, on Saturday afternoons, and on Sundays. It is not easy to site any disposal facility and local officials will endeavor to make this facility, if ultimately selected, as unobtrusive as possible. Disposal facilities are among the most heavily regulated of facilities. Rigorous siting, construction and operating standards for these facilities provide assurances that public health and the environment will be protected at virtually any cost. We are currently in the process of determining if the 178 -acre site meets the state regulatory standards for permitting. Extensive hydro- geological investigations are being conducted to assure that this type of facility can be safely located and operated at this location. These investigations will likely conclude in September, at which time a final recommendation may be made to the governing boards regarding whether the site should be purchased. It is our intention to continue providing information to area residents and property owners throughout the summer, including a community information meeting in the neighborhood of the site, as the process continues. We understand that the governing boards will demand tl-us facility be a model C &D management facility. Local officials are also committed to aggressive recycling and waste reduction of construction materials to reduce waste requiring disposal. Please feel free to call Gayle Wilson, Solid Waste Management Director at 968 -2885, with questions or suggestions. You may also request a tour of the existing C &D facility on Eubanks Rd. .*. O m CQ W I ;r- � SID CD oG �4 tp F- �� 0 a The following represents a summary of ideas expressed at a community meeting this past Sunday evening. The participants in that meeting hoped to present a similar, more polished statement to the Board at their regularly scheduled meeting on June 21 s`. Since we had only a few hours advance knowledge of tonight's meeting, I undertook to type up this outline. The wording here is mine, but I feel the feelings and ideas are widely shared in our parts of Orange and Durham counties. Tom Campbell 8208 Bromley Road Hillsborough, NC Orange County should drop its plans to locate a construction and demoliton landfill and firing range along the borders of Orange and Durham counties. There are some extremely serious problems with using this site for these projects. Water Quality The landfill would pose a direct threat to the water supply of the City of Durham. Most of this land lies within 2,000 feet of the North Fork of the Little River. Indeed, the property borders the river directly on its northern edge. U.S. Geological Survey maps show that two streams run from the property directly into the river. A third, similar stream runs just below the property's southern boundary. All of the property slopes down to the river. The land falls away steeply to the river just off the property's lengthy eastern boundary. The Little River serves as water supply for Durham and much of the Research Triangle Park. Although a C &D landfill is supposed to accept only non -toxic construction debris, there is realistically no way to insure that prohibited substances would not be dumped at the site, hidden in large loads of debris. Transportation This site is a very long way from the prime areas of construction in Orange County, around Chapel Hill. How would large, heavy trucks full of construction waste get to this site from that area? The most obvious route is 15 -501 to I -85 to Guess Road. This is a route that lies almost entirely within Durham County, over roads already overburdened with traffic and ending in a dangerous, winding, high -speed 2 lane road. Other possible routes all appear to involve 2 lane residential roads like Pleasant Green Road, St Mary's Road and New Sharon Church Road. Trucks taking NC 86 and going (illegally) through Hillsborough are another possibility. Whatever routes are used, it is clear that the transportation of a large volume of waste to this site will be a serious problem. Degradation of the Surrounding Environment With its combination of rolling hills, streams, fields and woodlands, this corner of Orange and Durham Counties retains some of the most scenic rural land left in the Triangle. The impact of this project on such a pastoral landscape can be all too readily imagined. The Firing Range The stated possible dual use of this property for a police firing range just adds insult to injury. How would this firing range be made safe so that a family on a Sunday afternoon hike were not fired upon? What other uses might be thought up for this large tract of land? "Live" fire - fighting practice? A full- service landfill? The main reason the old firing range off Old NC 86 was abandoned was because there were so many complaints from area residents regarding noise.... Being a Bad Neighbor Although this is an Orange County project, it would literally border directly on the Durham County line. Environmental degradation and problems with firing range noise would be shared pretty equally between Durham and Orange counties. With the watershed and transportation issues, the most significant negative effects of the project would fall on Durham County and its residents. A cynic might say that this is actually a plus to the project from the point of view of Orange County politicians. Whatever the reasons, there has been no notification of Durham County officials regarding the project. Until apprised by Durham county residents, no Durham County Commissioners knew of this project, nor did anyone in the Durham Planning Department know of it. A Secretive Rush to Judgement Were it not for a watchful reporter for the Chapel Hill Herald, the citizens of both Orange and Durham counties would likely still be completely in the dark about this issue. In Ray Gronberg's May 291h article, he even quotes Gayle Wilson as saying "Quite honestly, I was hoping you wouldn't find out for another couple of weeks." So much for open government. A number of area residents have had conversations with different commissioners about this project over the last week, and no one was informed of tonight's meeting. Why has there been an attempt to keep this matter quiet? When are public hearings scheduled on this project? Why does there seem to be a hurry to meet and make decisions when there has been no opportunity for public input? What Should Be Done? This project should be dropped. There is no requirement for Orange County to provide a construction and demolition landfill. Putting the environment at risk for this landfill in order that it might make money to underwrite recycling efforts is clearly a ridiculous, zero -sum game. If the commission elects not to stop the project immediately, there are a number of requests the citizens in the area would like to make: -- Provide us with maps of the project showing proposed entrances, interior roads, proposed siting of the landfill itself, proposed sites for future expansion, and proposed siting of the firing range. -- Provide us with maps showing proposed transportation routes from various parts of Orange County to the site. -- Provide us with copies of the regulations governing what wastes are permitted to be dumped into a C &D landfill. - -Walk this property with some local neighbors so you can see for yourself some of the problems we have raised here. (Wear plenty of bug repellant). - -Set a time for a public hearing on this project. Such a meeting should be held well after our citizen's of all requested information, and it should be held near the proposed site. - -Ask for input from the Durham County government. a raj q Alternate Version "A" Definition of "Reimbursement Amount" price of the Greene Tract, multiplied (b) by a fraction, the numerator of which is the number of whole acres of the Greene Tract being disposed and the denominator of which is 169, plus (c) uncompounded interest on the product of (a) and (b) at the annual rate of 6.00% from March 30, 1984, to the effective date of any disposition, and (2) in the case of any other disposition, the greater of either (a) the Reimbursement Amount to a North Carolina local government that is also a Party_ or (b) the net proceeds of a sale mydocuments /versionAdef.doc ORANGE COUNTY BOARD OF COMMISSIONERS SPECIAL WORK SESSION SOLID WASTE MANAGEMENT INTERLOCAL AGREEMENT June 15, 1999 5:00- 6:00pm SUGGESTED FLOW OF TOPICS 1. Review table comparing points of County Commissioners' proposal with elements of the draft interlocal agreement. 2. Report from Bob Jessup /Gayle Wilson on Chapel Hill Town Council's June 14 discussion of the draft interlocal agreement. 3. Discuss disposition of Greene Tract, including reaction to Chapel Hill Town Council views and relevant point outlined in Bob Jessup's June 7 memo (attachment to item I of June 15 agenda packet). 4. Proceed through draft interlocal agreement flagging ONLY those items that need additional Board discussion, clarification, or modification. Board may consider holding discussion until all items have been flagged so Board can ensure that adequate time is available to spend on the most important issues. 5. After identifying all topics requiring further review, deliberate on those items in order of importance, in order they appear in document, or some other approach at the Board's discretion. Topics that may require amplification may include, by way of example: • Implications of section with heading "Limitations on Material Financial Changes (p.4 of draft agreement) • Structure of advisory commission (p. 8 of draft agreement) and operation as with other County boards and commissions (e.g. charge, by -laws, terms of appointment, etc) 6. Consider /discuss as needed any other points in Bob Jessup's June 7 memo. 7. Approve interlocal agreement or identify modifications that may be required. 8. Provide appropriate direction to Manager, staff, and attorneys on next steps.