HomeMy WebLinkAboutAgenda - 02-10-1998 - Attachment 3jU
Eighth draf4 dated October 7,1997
Marked to show changes from the draft of June 27
INTERLOCAL AGREEMENT
CONCERNING SOLID WASTE
MANAGEMENT MATTERS
Dated as of Jidy ovember 1,1997
Among
ORANGE COUNTY, NORTH CAROLINA
TOWN OF CARRBORO, NORTH CAROLINA
TOWN OF CHAPEL HILL, NORTH CAROLINA
TOWN OF HILLSBOROUGH, NORTH CAROLINA
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ate.
2
INTERLOCAL AGREEMENT
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This Interlocal A, greement Concerning Solid Waste Management Matters is dated as of
3gy November 1, 1997, and is by and among ORANGE COUNTY, NORTH CAROLINA,
the TOWN OF CARRBORO, NORTH CAROLINA, the TOWN OF CHAPEL HILL,
NORTH CAROLINA, and the TOWN OF HILLSBOROUGH, NORTH CAROLINA.
WHEREAS, the parties have worked together over a period of years to develop an
effective, comprehensive approach to the solid waste management issues
confronting them and have reached this Agreement to
address those issues;
THEREFORE, the parties agree as follows:
ARTICLE I
1.01. PuMose. The purpose of this Agreement is to set forth the Parties' agreement
to transfer operational control to the County of the solid waste management system serving
resideats -e€ the County and the Towns, and to establish the terms for the management of such
solid waste management system under which the Towns will participate in formulating solid
waste management policy for their own residents jurisdiction and for Orange County as a
whole.
1.02. Conditions. Notwithstanding any other provision of this Agreement,
(a) no provision of this Agreement, other than the requirement to bargain as described
in Section 1.03, shall become effective until the Parties have wed selected the iliti New
Solid Waste Management Plan as desmibed in AAirale X,"&tC-,And
3 '
Seefien 1 wol, --4;A11 her-effle effeetiyi,e ua41 the pai4ies have sele6ted the New gelid Waste
the asset and liability transfer contemplated by Article II, and the transfer of operational
control contemplated by Article V, shall not take place until Carrboro, Chapel Hill and the
County have executed and delivered the Transfer Agreement, as contemplated by Sections 2.01
and 2--96- ?"M
The adeptien of the 98-1—id waste Maaaggemem4 Plan, the 33Le,-selection of the New Solid Waste
Management Sit ,
and the approval by the Governing Boards of Carrboro.
hau 1 Hill and the County of a substantially final form of the Transfer Agreement are
referred to in this Agreement as the "Open Matters."
1.03. Dili vent. .nod Faith Bargaining, The Parties shall bargain. together in good
faith and with all due diligence, and shall use their respective best effots, to reach final
affeemmA 9 resolution of the Open Matters.
1.04. Deadline for Negotiations: This Agreement shall automatically terminate on
December 1, 1997, unless each Pay's Governing Board has adopted an appropriate resolution
referencing this Agreement and stating that the Open Matters have been resolved to such Party's
satisfaction.
ARTICLE II
2.01. County's Acquisition; Consideration. In consideration for the transfer of
assets described in Section 2.02, and in consideration for the other undertakings of the Towns in
this Agreement (including the undertakings set forth in Section 244) IM, but without
additional monetary compensation, the County agrees to assume the liabilities described in
Section 2:93 2AA and to undertake the other obligations imposed on it by this Agreement. The
Transfer will be consummated pursuant to a separate transfer agreement (the "Transfer
Agreement's to be negotiated among the County, Carrboro and Chapel Hill, which agreement
shall be subject to approval in its substantially fmaI form by the respective Governing Boards
of those three Parties.
2.02. Existing System Assets. (a) Under • the Transfer Agreement,
Carrboro and Chapel Hill shall transfer all of their respective right, title and interest in and to all
of the Existing System Assets to the County.
(b) The Parties agree that the T t a ,.tiwte an), '' fthe Rxisti
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they do not
4
intend, by the Transfer, to revive any easement across the Greene Tract for the benefit of the
property known as the "Neville Tract."
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2.04. Liabilities. (a) Under the Transfer Agreement, the County shall assume all
liabilities, including environmental liabilities, related to the ownership of the Solid Waste
System, including, to the extent permitted by law, all liabilities related to the ownership of
Existing System Assets which may have accrued prior to the Closing.
(b) Under the Transfer Agreement, the Parties shall retain their individual liability, if
any, under environmental laws and otherwise, related to their respective use of the Solid Waste
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2.04. Liabilities. (a) Under the Transfer Agreement, the County shall assume all
liabilities, including environmental liabilities, related to the ownership of the Solid Waste
System, including, to the extent permitted by law, all liabilities related to the ownership of
Existing System Assets which may have accrued prior to the Closing.
(b) Under the Transfer Agreement, the Parties shall retain their individual liability, if
any, under environmental laws and otherwise, related to their respective use of the Solid Waste
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System both before and after the Closing (as, for example, any liability arising from their
delivering, or causing to be delivered, Solid Waste to System Management Facilities).
(c) The Parties acknowledge that the County's assumption of certain liabilities
pursuant to the Transfer Agreement, as described in subsection (a) above, will 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
Closing).
(d) The County shall not assume any indebtedness of Carrboro or Chapel Hill.
Furthermore, by this Agreement and the County's agreement to acquire assets and assume
liabilities as provided in §ection 2.01, the County does not assume any indebtedness of Carrboro
or Chapel Hill.
3.04 2M. 12efivea of Solid Waste and Recvclables. f4 As additional
consideration for the Parties' respective and mutual undertakings under this Agreement and the
Transfer Agreement, 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, including (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; provided, however, that
there shall be no such obligation to deliver Other Recyclables to System Management Facilities.
2.06 ZM. Treatment of Solid Waste System Employees. (a) 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.
(b) 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 the Transfer, 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 shall develop a detailed
schedule comparing the total pre - Transfer and post - Transfer compensation for each System
Employee in connection with the Transfer Agreement. Chapel Hill shall send a copy of 9sueh
mah schedule to Canboro when the schedule is complete.
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2.06 ZM. Treatment of Solid Waste System Employees. (a) 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.
(b) 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 the Transfer, 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 shall develop a detailed
schedule comparing the total pre - Transfer and post - Transfer compensation for each System
Employee in connection with the Transfer Agreement. Chapel Hill shall send a copy of 9sueh
mah schedule to Canboro when the schedule is complete.
6
_26" 2M. Closing Procedure. (a) The Transfer Agreement shall provide for
the appropriate parties to execute and deliver at the Closing the documents and instruments listed
on Exhibit C to carry out the Transfer, all of which documents and instruments shall be in form
and substance reasonably acceptable to the County, Carrboro and Chapel Hill.
(b) The Transfer Agreement shall transfer all Existing System Assets on an as -is,
where -is basis, without warranty of title, condition or any other kind; provided, however, (i) that
real property shall be transferred pursuant to general warranty deed as described in paragraph (a)
of Exhibit C, (ii) that vehicles subject to State motor vehicle titling requirements shall be
transferred by endorsement and delivery of title certificates as .described in paragraph (b) of
Exhibit C, and (iii) that Chapel Hill shall provide such evidence of title to all other transferring
equipment as it may have reasonably available in its business records.
(c) In the Transfer Agreement, the County, Carrboro and Chapel Hill shall make
appropriate representations and warranties with respect to (i) their respective authority to enter
into the Transfer Agreement and consummate the Transfer and (ii) the absence of conflicts with
agreements and applicable laws.
ARTICLE III
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3.01. ,Selection of New Solid Waste Management Site. The Parties shall work
together to select a New Solid Waste Management Site within Orange County.
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(h) New Solid Waste Management Site — The Parties shall
g000eT rate to provide reasonable public benefits to
the community of ewaerrs •ae residents e€ md property abu#ift g owners in the neighborhood
Qf the New Solid Waste Management Site, in recognition of the effects that operation of a
landfill or other solid waste management or disposal ' site may be perceived to have on the
such community.
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_ �cl In General The public benefits contemplated by this Section 3.02 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 under applicable State or federal law.' The
. To the extent
permitted by law, by this AgFeem and by generally accepted accounting principles, and to the
extent determined by the Parties and notwithstanding any other provision of this Agreement
the costs of providing r-easena§}e public benefits as described in this sabseefie$ Section may be
treated as an expense of the Solid Waste System and may be paid from System Revenues.
(b) Existing Landfill Site [To eeme.]
ARTICLE IV
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4.02. Provisions. (a) The Solid Waste Management
agreements among the Paf:fies b
fel}e ilagf
wanagement
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the resolution of the Open Matters. 1 1 1 as the operator 1 1 Solid Waste System,
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the resolution of the Open Matters. 1 1 1 as the operator 1 1 Solid Waste System,
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fire-e€ Policies.
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(d) A "Material Financial Change" means a change, or series of related changes.
made by the Counly to the Solid Waste Management Plan seassfaing gelid Waste dispesa4 an
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(d) A "Material Financial Change" means a change, or series of related changes.
made by the Counly to the Solid Waste Management Plan seassfaing gelid Waste dispesa4 an
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ARTICLE V
5.01
eensistent %4th the Solid lXaste Management Plan. *4thia the bamewer-li ef the Solid
diSeFetien it deems *084 aPPFOPFiRte.
5,41 Solid Waste System Qperatioll. (a) The County shall establish and
enforce reasonable rules and regulations governing the operation and use of the Solid Waste
System, operate the Solid Waste System in an efficient and economical manner, and maintain the
properties constituting the Solid Waste System in good repair and in sound operating condition
for so long as the same are necessary for the operation of the Solid Waste System.
(b) As part of its Fespeasibili responsibility to operate the Solid Waste System,
the County shall 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 County shall 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 PUR
policies or any applicable law or regulation.
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ARTICLE V
5.01
eensistent %4th the Solid lXaste Management Plan. *4thia the bamewer-li ef the Solid
diSeFetien it deems *084 aPPFOPFiRte.
5,41 Solid Waste System Qperatioll. (a) The County shall establish and
enforce reasonable rules and regulations governing the operation and use of the Solid Waste
System, operate the Solid Waste System in an efficient and economical manner, and maintain the
properties constituting the Solid Waste System in good repair and in sound operating condition
for so long as the same are necessary for the operation of the Solid Waste System.
(b) As part of its Fespeasibili responsibility to operate the Solid Waste System,
the County shall 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 County shall 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 PUR
policies or any applicable law or regulation.
10
(d) 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
sySte, ms and procedures are reasonably designed to be consistent and compatible with the
provisions of the Solid Waste Management Policies concerning Solid Waste disposal and
pro ma of -o un 1_ =clables.
5M 5,83. CoMnliance with Law. The County shall comply with, or cause
there to be compliance with, all applicable laws, orders, rules, regulations and requirements of
any governmental authority relating to the construction, use and operation of the Solid Waste
System. 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
operation or revenue - producing capability of the Solid Waste System.
5,84 5M. Budget The County shall annually adopt a separate budget for the
Solid Waste System in accordance with the County's usual budgetary process.
5A5 IRA. RAcords Accounts and Audits: Other Reports. (a) The County
shall segregate for accounting purposes all the accounts, moneys and investments of the Solid
Waste System.
(b) The County shall keep accurate records and accounts of all items of costs and of
all expenditures relating to the Solid Waste System, and of the System Revenues collected and
the application of System Revenues. Such records and accounts shall be open to any Party's
inspection at any reasonable time upon reasonable notice. The County shall provide for the
assets, liabilities and results of operations of the Solid Waste System to be presented in the
County's annual audit as a separate enterprise fund, in -accordance with generally accepting
accounting principles.
(c) The County shall make, or cause to be made, any additional reports or audits
relating to the Solid Waste System as may be required by law. The County, as often as may
reasonably be requested, shall furnish such other information as the County may have reasonably
available concerning the Solid Waste System or its operation as the Advis4a Commission or
any Party may reasonably request.
586 5M. Rater Fees and Charges. (a) The County shall establish and
maintain a system of rates, fees and charges for the use of, and for the services provided by, the
Solid Waste 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 licies• including, without limitation. (i) costs of disposing of Solid Waste,
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(d) 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
sySte, ms and procedures are reasonably designed to be consistent and compatible with the
provisions of the Solid Waste Management Policies concerning Solid Waste disposal and
pro ma of -o un 1_ =clables.
5M 5,83. CoMnliance with Law. The County shall comply with, or cause
there to be compliance with, all applicable laws, orders, rules, regulations and requirements of
any governmental authority relating to the construction, use and operation of the Solid Waste
System. 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
operation or revenue - producing capability of the Solid Waste System.
5,84 5M. Budget The County shall annually adopt a separate budget for the
Solid Waste System in accordance with the County's usual budgetary process.
5A5 IRA. RAcords Accounts and Audits: Other Reports. (a) The County
shall segregate for accounting purposes all the accounts, moneys and investments of the Solid
Waste System.
(b) The County shall keep accurate records and accounts of all items of costs and of
all expenditures relating to the Solid Waste System, and of the System Revenues collected and
the application of System Revenues. Such records and accounts shall be open to any Party's
inspection at any reasonable time upon reasonable notice. The County shall provide for the
assets, liabilities and results of operations of the Solid Waste System to be presented in the
County's annual audit as a separate enterprise fund, in -accordance with generally accepting
accounting principles.
(c) The County shall make, or cause to be made, any additional reports or audits
relating to the Solid Waste System as may be required by law. The County, as often as may
reasonably be requested, shall furnish such other information as the County may have reasonably
available concerning the Solid Waste System or its operation as the Advis4a Commission or
any Party may reasonably request.
586 5M. Rater Fees and Charges. (a) The County shall establish and
maintain a system of rates, fees and charges for the use of, and for the services provided by, the
Solid Waste 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 licies• including, without limitation. (i) costs of disposing of Solid Waste,
11
(ii) the-gelid , costs of
collecting, processing and dispesal disposinE of Recyclables, (iii) to the extent permitted by law,
costs of providing public benefits determined to be provided pursuant to Section 3.02, and (iv)
costs of solid waste reduction activities.
(b) Subject to the limitations of Sections UJ& 5.07; md 5.08 aid S 83, the County
may revise any rates, fees and charges at any time and as often as it shall deem appropriate, and
shall not be limited in the number of times in any Fiscal Year that it changes any rate, fee or
charge.
S47 5M. Mixed Solid Waste Tipping Fee, (a) 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.
(b) . 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 shall promptly
notify the other Parties of any decrease in the Mixed Solid Waste Tipping Fee.
SM SM. Other Government Fees . (a) For the purposes of this Agreement,
a "Governmental Fee" shall mean any fee related to activities of the Solid Waste System that is
imposed directly and solely on the Parties themselves, other than the Mixed Solid Waste Tipping
Fee.
(b) If the County determines that it is or may be advisable to create and impose any
Governmental Fee, then the County shall 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 any two Parties shall be required at any time
there are less than four Parties to this Agreement). A new Governmental Fee shall 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.
(c) 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.
12
(d) 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 shall promptly notify
the other Parties of any decrease in any Governmental Fee:
fim 5M. Other Fees. If the County determines that it is or may be advisable to
create, increase or decrease any other rate, fee or charge, including any charges by the County for
the sale of goods (for example, mulch) or services, then the County shall give at least 30 days'
notice of the proposed change to the other Parties, and the County shall request that the Advisory
isory
Commission consider the proposed change. If the Ad-� Commission recommends that the
change be approved, then the change may take effect if it is subsequently approved by the
County. If the Adviso �,y. Commission recommends that the change not be approved, then the
change may take effect only if the change is subsequently approved by the County and at least
two other Parties (except that approval by any two Parties shall be required at any time there are
less than four Parties to this Agreement). A change shall 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.
$48 5M. Time Limitation on Fee Change Approvals. Any approvals given
by a Party to the imposition or increase of any fee, pursuant to the approval requirements in
Sections 5,,ft 5.07; wd 5.08 X3.99, shall be of no fiirther 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.
5.44 Use of System Revenues and County General Funds. (a) The
County shall use System Revenues solely to carry out the Solid Waste Management Nan
Policies and solely for the benefit of the Solid Waste System, including (i) to pay costs of
disposing of Solid Waste, (ii)
Management Plan, to pay costs of collecting and, processing and disposing of Recyclables, (iii)
to the extent permitted by law, to pay costs of providing public benefits determined to be
provided pursuant to Section 3.02, and (iv) to pay costs of solid waste reduction activities. The
County shall not use System Revenues to pay costs of collecting Solid Waste in unincorporated
areas of the County.
(b) The County shall in no event be required to use assets or funds other than those of
the Solid Waste System to fulfill its obligations under this Agreement, including its obligations
under Section 2.93(a) 2.04(x) but excluding its obligations under Section 2-84 ?,M.
544 x.1.1. Risk Management. The County covenants that it will maintain a
practical program * of insurance and risk management, with reasonable terms, conditions,
provisions and costs, which the County determines (a) will afford the County adequate protection
against loss caused by damage to or destruction of the Solid Waste System or any part thereof
and (b) will provide reasonable liability protection for bodily injury and property damage
resulting from the construction or operation of the Solid Waste System.
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Any such insurance policies contracted by the County to provide for the risk coverages
required by this Section shall be carried with one or more responsible insurance companies
authorized and qualified to assume the risks thereof The County shall have the right to provide
for the risk coverages required by this Section, in whole or in part, by means of a reasonable and
prudent program of self-insurance, pooled risk coverages or other. alternative means of risk
management.
All insurance polices and other risk coverages provided for in this Section shall be for the
County's benefit, and the County shall have the exclusive right to receive any amounts
recoverable under such coverages. The County shall apply any amounts recovered under such
coverages (net of any expenses of collection) in its discretion for the benefit of the Solid Waste
System.
3 So id W ste Rei Similax M&Ue rs. The County and the Towns
shall cooperate in preparing and submitting any reports that a Party may be required to file with
governmental authorities, such as the State's Division of Waste Management. The County shall
also be generally responsible for solid waste reporting, planning, regulatory compliance and
similar matters.
6:44 5M. Reservation of County's Rights. Notwithstanding any provision of the
Solid Waste Management lU Policies, or this Agreement to the contrary, the County shall in all
events be entitled to operate the Solid Waste 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 (a) 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, (b) to comply with
the requirements of any contracts, instruments or other agreements at any tune securing
Outstanding System Debt, (c) to pay unfinanceable costs related to the acquisition of the New
Solid Waste Management Site, or (d) to pay costs of remediating any adverse environmental
conditions at any time existing with respect to the Solid Waste System.
ARTICLE VI
6.01. Establishment There is hereby established the "Orange County Solid
Waste Management Advisory Commission."
6.02. Advisory Commission's Responsibilities, The Advisory Commission shall
advise the County's Governing Board on matters related to the Solid Waste System and the Solid
Waste Management Xaa Policies, The Advisoa Commission's responsibilities include the
following:
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(a) To recommend programs, policies, expansions and reductions of services, and
other matters related to the operation of the Solid Waste System;
(b) To suggest amendments to the Solid Waste'Management P4aa Policies;
(c) To provide advice to the County Manager for use in the County Manager's
developing the proposed annual budget for the Solid Waste System, to review the budget for the
Solid Waste 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 Solid Waste
System and the Solid Waste Management Nee Policies;
I
(e) To further such mission and goals for the Solid Waste System as the Governing
Boards may together adopt from time to time (a copy of the current version of the mission
statement and goals appears as Exhibit D);
(f) To advise the County Manager on the hiring of any subsequent department head
for the Solid Waste 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 Section &.49 5M; and
(h) Such other matters as the Advisory Commission may deem appropriate or which
may be requested by any Governing Board or the County Manager.
6.03. Appointment of Members; Terms. (a) Each Governing Board shall appoint
two members to the Adyjsoy Commission. All appointments shall be made within 45 days of
the Parties' reaching final agreement on the Open Matters, and each Party shall notify all the
other Parties of its appointments within 10 days of maldng such appointments.
(b) Advisory Commission members shall serve staggered three -year terms. To
provide for the staggered terms of the members, the initial appointments by the Parties shall be
for the following terms:
County: Member A. 3 years
Member B. 2 years
Carrboro: Member A. 2 years
Member B. 3 years
Chapel Hill: Member A. 3 years
Member B, 1 year
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Hillsborough: Member A. 1 year
Member B. 2 years
(c) The first year of the term of each initial member of the Ad-� Commission
shall be deemed to expire on December 31, 1998. Thereafter, each year of the term of an
Advisory Commission member shall run from January i through the subsequent December 31,
but each member shall continue to serve until such member's successor has been duly appointed
and qualified for office.
(d) Each Party may establish its own rules and procedures for selecting and
appointing Ads Commission members, except that no staff member of a Party may be
appointed as a Adviso 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 Adviso ty Commission shall be deemed to be serving on the Advise Commission as a
part of the individual's duties of office, and shall not be considered to be serving in a separate
office. Any elected official of a Party appointed to the Advise Commission shall cease to be a
member of the Ad3dsSry Commission upon such individual's cessation of service as .an elected
official of such Party, whether or not such member's successor shall be been annointed and
qualified for office. 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) Any vacancy on the Adyisai�E Commission shall be filled by the Governing
Board that appointed the person who vacated the A v�. i o Commission seat. In the case of a
vacancy created during the term of a member, the appointment to fill the vacancy shall be made
for the remaining portion of the term in order to preserve the staggered -term pattern.
6.04. Advisory Commission's Procedures. The Ad-visQa 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 shall 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 shall be entitled to cast two votes.
(b) A number of affirmative votes equal to a majority of the authorized number of
Advisory Commission members shall be necessary to take any action.
(c) The A,dvi� sory Commission's presiding officer shall vote as a member of the
Advisoy Commission, but shall have no additional or tie- breaking vote.
(d) Representatives of a Party that has given notice of withdrawal as provided in
Section 7.02 shall have no vote on any matters that will affect the Solid Waste System beyond
16
the effective date of such Party's withdrawal, and as to anv such matters such members shall
not be deemed to be within the authorized number of Advis4LY Commission members for the
purposes of subsection (b) above.
ARTICLE VII
ir: a r M� "m T.- w
7.01. Term, This Agreement (a) shall take effect immediately upon its execution and
delivery by all the Parties, and (b) shall continue in effect so long as there are at least two Parties
to the Agreement, in each case subject to the provisions of Section 1.02.
7.02. Withdrawal of a Par M (a) 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 other provisions of this Section.
(b) 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.
(c) No withdrawal shall relieve a Party of its obligations under Section 2-04 ?M 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 shall be disregarded for the purposes
of this subsection.
(d) No withdrawal shall relieve any Party of its individual liability, if any, under
environmental laws or otherwise, related to its respective use or ownership of the Solid Waste
System which may accrue or which has accrued prior to the effective date of such Party's
withdrawal.
ARTICLE VIII
The Parties hereby represent and warrant, one to each other, but each only as to itself, as
follows:
(a) Valid Existence: Due Authorization. The Party is a public body validly
organized and existing under State law, has full power to enter into this Agreement and has duly
authorized, executed and delivered this Agreement.
(b) Valid Obligation, This Agreement, when executed and delivered by the Party
and assuming its due authorization, execution and delivery by each other Party, will be the legal,
17
valid and binding obligation of the Party, enforceable in accordance with its terms, except to the
extent the same may be limited by the application of insolvency and similar general laws and by
the application of equitable principles:
(c) No Breach of Law or Contract Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby, nor the fulfillment of
or compliance with the terms and conditions of this Agreement, (i) to the best of the Party's
knowledge, constitutes a violation of any provision of law, rule or regulation governing the
Party, or (ii) results in a breach of the terms, conditions or provisions of any contract, lease or
other agreement or any order, decree or judgment to which the Party is a party or by which the
Party is bound.
(d) No Litigation. There is no litigation or any governmental administrative
proceeding to which the Party (or any official thereof in an official capacity) is a party that is
pending or, to the best of the Party's knowledge after reasonable investigation, threatened with
respect to (i) the Party's organization or existence, (H) its authority to execute and deliver this
Agreement or to comply with the terms of this Agreement, (iii) the validity or enforceability of
this Agreement or the transactions contemplated hereby, (iv) the title of the Party officers who
executed this Agreement, (v) any proceedings relating to the Party's authorization, execution,
delivery or performance of this Agreement, or (vi) the undertaking of the transactions
contemplated by this Agreement. To the best of the Party's knowledge, there is no reasonable
basis existing for any such litigation.
(e) No Misrepresentation. No representation, covenant or warranty by the Party in
this Agreement is false or misleading in any material respect.
ARTICLE IX
9.01. Amendments, This Agreement may not be modified or amended unless such
amendment is approved by all Parties, is in writing and is signed on behalf of all the Parties.
9.02. Definitions; Rules of Construction. All capitalized terms used in this
Agreement and not otherwise defined shall have the meanings ascribed thereto in Exhibit A.
This Agreement and its terms shall be construed using the rules of construction set forth in
Exhibit B.
9.03. Notices .
(a) Any notice or other communication required or permitted by this
Agreement must be in writing.
18
(b) Any notice or other communication shall 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:
(A) If to the County, as follows:
Orange County
Attn: County Manager
200 South Cameron St.
Hillsborough, NC 27278
M) . If to Carrboro, as follows:
Town of Canboro
Attn: Town Manager
301 West Main St.
Carrboro, NC 27510
(C) If to Chapel Hill, as follows:
Town of Chapel Hill
Attn: Town Manager
306 North Columbia St.
Chapel Hill, NC 27516
(D) If to Hillsborough, as follows:
Town of Hillsborough
Attn: Town Manager
137 North Churton St.
Hillsborough, NC 27278
When this Agreement requires that notice be given to more than one Party, the effective date of
the notice shall be the last date on which notice is deemed given to any required Party.
(c) Any Party may designate a different address for communications by notice given
under this Section to each other Party.
(d) A Party may also designate, by notice to each other Party under this Section,
additional addresses to which copies of required notices shall be given. Each Party shall make a
good faith effort to send required notices to such additional addressees, but no failure to deliver
any such additional notices shall affect the validity of notices properly given to the address
designated in subsection (a) or its successor address.
19
(e) 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 shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
9.04. Further Instruments. Upon any Party's request, the Parties shall execute,
acknowledge and deliver such further instruments as may be reasonably desired by any Party to
carry out more effectively the purposes and intents of this Agreement.
9.05. Limitat9on of Rights. Nothing expressed or implied in this Agreement
shall 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.
9.06. Non - Business Days, When any action is provided in this Agreement to be done
on a designated day or within a designated time period, and the designated day or the last day of
the designated period is not a Business Day, the action may be done on the next Business Day,
with the same effect as if done on the designated day.
9.07. S_ Urylval of Covenants and Representations All covenants,
representations and warranties made by the Parties in this Agreement shall survive the delivery
of this Agreement
9.08. Severabiiiri. If any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other. provision of this Agreement; provided, however, that upon the election
of any Party, this Agreement shall immediately become void and of no further effect upon such
election (except that the provisions of Section 2:84 2M and Section 7.02(c) shall continue in
effect, unless either such Section is among the Sections held unenforceable) if any provisions of
Section 2.02,- Seefies 2.9.3; Section 2.04, Section 4-44 2,05, Section 5.10 or Article VII are
among those held unenforceable.
9.09. Governing Law. The parties intend that this Agreement and all rights and
obligations provided for in this Agreement, including matters of construction, validity and
performance, shall be governed by North Carolina law.
9.10. Entire Contract This Agreement, including the Exhibits, constitutes the
ientire agreement between the Parties with respect to its subject matter.
9.11. Counterparts. This Agreement may be signed in several counterparts,
including separate counterparts. Each shall be an original, but all of them together constitute the
+same instrument.
9.12. Recordable Form. As this Agreement limits the Parties' rights to disjpgse of
'their respective ownership interests in the Greene Tract. any Party may cause this
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[The remainder of this page has been left blank intentionally.]
21
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed in its corporate .name by its duly authorized- officers, all as of the date first above
written.
ORANGE COUNTY, NORTH CAROLINA
(SEAL)
By:
ATTEST:
Clerk, Board of Commissioners
Chair, Board of Commissioners
TOWN OF CARRBORO, NORTH CAROLINA
(SEAL)
By:
Mayor
ATTEST:
(SEAL)
ATTEST:
(SEAL)
ATTEST:
Town Clerk
Town Clerk
Town Clerk
TOWN OF CHAPEL HILL,
NORTH CAROLINA
By:
Mayor
TOWN OF EM-1 BOROUGH,
NORTH CAROLINA
By:
Mayor
22
For all purposes of this Agreement, the following terms have the following meanings,
unless the context clearly indicates otherwise.
"Advisory Commission" means the Grange County Solid Waste Management
Advisory Commission created pursuant to Article VI.
"Agreement" means this Interlocal Agreement Concerning Solid Waste Management
Matters, as it may be duly amended and supplemented from time to time.
"Business Day" means any day (a) other than a day on which national banks are required
or authorized to close and (b) on which the New York Stock Exchange is not closed
"Carrboro "means the Town of Carrboro, North Carolina.
"Chapel HW" means the Town of Chapel Hill, North Carolina.
"Closing" means the consummation of the Transfer by the execution and delivery of the
Transfer Agreement.
"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 shall be established and amended from
time to time under the Solid Waste Management Naa Policies.
"Existing System Assets" means all assets of the Solid Waste System existing as of the
Closing, including, without limitation, the existing landfill, all other land and buildings, all
equipment, including rolling stock, all lieense 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, but expressly excluding any interest in the Greene
Tract.
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"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.
"Greene Tract" means the parcel of land comprising approximately 169 acres lying south
of Eubanks Road de=''bed in Plat Book 14, Page 143 and Plat Book 15, Page 138, Orange
County RegistryaS more ==WM Iv descn'bed in Exhibit F.
"Hillsborough" means the Town of Hillsborough, North Carolina.
"Mixed Solid Waste T"1pping Fee" means the fee of that naive assessed for disposing
mixed solid waste at the existing landfill, or any successor to that fee.
"New Solid Waste Management Site" means the location of -the new System
Management Facilities which are expected to be needed to serve the solid waste disposal needs
of the Con , the Towns and all _persons
and organizations within their jurisdictions.
"Open Matters" has the meaning assigned in Section 1.02.
"Other Recyclabke 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 fiuther 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 shall be established and amended from time to time under
the Solid Waste Management Pan Policies (subject to the provisions of Section 5.92(b))
5.01(b)l, which therefore does not include County Recyclables.
"Solid Waste Management Sam "
policies" means. collectively. all policies related to
the Solid Waste x teem and coordinated solid waste mana2ement for the County. the towns
and the persons and organizations in their iu 'Sdictions, as the Same may exist from time to
24
"Solid Waste System" means all assets, including both real and personal property, used
from` time to time in the conduct of the fimctions of collecting and processing 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 fimctions.
"State" means the State of North Carolina.
"System Debt" means all obligations incurred or assumed by the County in connection
with the ownership or operation of the System for payments of principal and interest with respect
to borrowed money, 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
the business of the Solid Waste System (but expressly not including employees of Chapel Hill's
sanitation department).
"System Management Facilities" means those assets of the Solid Waste System used to
provide final disposal of solid waste, such as landfills.
"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 Solid Waste System.
"Towns" means, collectively, Carrboro, Chapel Hill and Hillsborough.
"Transfer" means the conveyance of the Existing System Assets to the County pursuant
to the Transfer Agreement in accordance with Article 11. ..
"Transfer Agreement" has the meaning assigned in Section 2.01.
25
For all purposes of this Agreement, unless the context clearly requires otherwise,
(a) an accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles;
Agreement;
(b) references to Articles and Sections are to the Articles and Sections of this
(c) words importing the singular shall include the plural and vice versa;
(d) the headings in this Agreement are solely for convenience of reference; the
headings shall not constitute a part of this Agreement, nor shall they affect its meanings,
construction or effect;
(e) all references to any Party shall be deemed to include any successor to the
general functions, powers and properties of such Party; and
(f) any references to approvals or other actions by any Party shall 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.
26
(a) General warranty deed for the transfer of Canboro's and Chapel Hill's real
property interests in Existing System Assets;
(b) Titles to vehicles that are subject to State titling laws, properly endorsed for
transfer,
(c) Bills of Sale to convey all ownership rights in all other personal property
constituting any portion of Existing System Assets;
(d) An Assignment and Assumption Agreement, transferring to the County all rights.
under existing contracts that constitute any portion of the Existing System Assets;
(e) All instiruments necessary and appropriate to transfer to the County all permits,
licenses and other governmental authorizations now being utilized in connection with the
operation of the System;
(f) A detailed listing of the assets being transferred, and
(g) Such other documents and instruments as any Party may reasonably request.
27
28
29
31
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