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HomeMy WebLinkAbout2000 S County Mgr - Interlocal agreement for solid waste matters Greene Tract AUGUST 17 , 1999 BOARD APPROVED CLEAN 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 as follows: Overate 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 the 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 Parties affirm on the date of this Agreement their commitment to the solid waste reduction goals set out in the Integrated Solid Waste Management Plan. The County agrees to consult with the other Parties and the Advisory Board, 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 1 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 5 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. 2 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 Board 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. Ap-prove 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 the day following the effective date of the zoning of the property described in Exhibit E which makes solid waste management uses, not including burial of mixed solid waste or construction and demolition waste, a permitted use under the Chapel Hill Development Code/Ordinance, as provided in Part 5 of this Agreement, so long as that date is at least 180 days after the execution and delivery of this Agreement by the current owners of the System and so long as the Greene Tract Owners have agreed on the boundaries of the property described in Exhibit E. The date the County assumes solid waste management responsibility is the effective date of this Agreement. Provided, however, the effective date of this Agreement will be January 1, 2000 so long as this Agreement is executed by and delivered to the current owners of the System on or before September 7, 1999, the zoning change described above and in Part 5 of this Agreement is adopted by the Town of Chapel Hill on or before January 1, 2000 and is effective on or before January 1, 2000 and the Greene Tract Owners have, on or before January .1, 2000, agreed on the boundaries of the property described in Exhibit E. 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 solid waste responsibility on the effective 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 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. 3 The County will have the right to refuse to accept for disposal at System Management Facilitie-s 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 maybe 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 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. 4 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 County 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 Chances. 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 10t, 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. 5 (2) The County may decrease the Mixed Solid Waste Tipping Fee from time to time -in its discretion, without prior notice toor 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 one other of the largest two (by population) local government Parties. 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. 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 applies 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 Board consider the proposed change. If the Advisory Board recommends that the change be approved, then the change may take effect if the County subsequently approves it. If the Advisory Board recommends that the change not be approved, then the change may take effect only if the County and at least one other Party subsequently 6 approve the change. 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. (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. 7 5. The Greens 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 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 deed to this property will include a restriction prohibiting the use of the property described on Exhibit E for burying mixed solid waste or construction and demolition waste. This restriction becomes effective at the same time that the zoning change described in the . next paragraph is effective; and it will remain effective so long as� zoning remains effective which allows solid waste management uses, other than burial of mixed solid waste or construction and demolition waste, as permitted uses as described in the next paragraph. Chapel Hill agrees to commence, and states its current intent to complete, the process to make solid waste management uses not including. burial of mixed solid waste or construction and demolition waste, but expressly including, - but not limited to, a solid waste transfer facility and a materials recovery facility, uses of the Exhibit E property "permitted" uses under The Chapel Hill Development Code/Ordinance, subject only to staff level site plan and similar reviews and not subject to special use or similar processes. Chapel Hill agrees to provide the other Parties with a plan, including a planned schedule of reviews and approvals, to process the zoning change described in this paragraph. The Parties agree that nothing that they have agreed to herein constitutes an agreement on the part of Chapel Hill to. zone the Exhibit E property in a particular way. It is instead, an agreement that if the Exhibit E property is zoned a particular way one event will follow and if the Exhibit E property is not zoned in a particular way another event will follow. 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 December 31, 2001, or two years after the effective date, whichever is later. 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. 8 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 remainder 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) , and (2) whether to impose specific use restrictions, either through deed restrictions or through governmental regulation. The Greene Tract Owners agree that during the "bargaining period" each should provide opportunity for public comment on possible or proposed uses or dispositions. During the "bargaining period," 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 during the -bargaining period," without the consent of the other Greene Tract Owners. Execution and delivery of this- Agreement by the Greene Tract Owners constitutes consent of the Greene Tract Owners for Chapel Hill to rezone the Exhibit E property as described in this Part 5. Chapel Hill states its current intent to accommodate any agreed- upon future uses or range of uses of the remainder of the Greene Tract in its Development Code/Ordinances and states its recommendation to future Chapel Hill Governing Boards to the same effect. After the "bargaining period" is completed, namely, the day after the last day of the bargaining period, 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, after the "bargaining period" is completed, any Greene Tract Owner may give 60 days' prior notice of an election to be no longer bound by the above restrictions pertaining to the uses of and whether to impose use restrictions on the - remainder of the Greene Tract, and such election shall be effective at the end of the notice period. The Parties agree that any non System use of any portion of the remainder of the Greene Tract or any disposition of any portion of the remainder of the Greene Tract shall result in payment to the County of the Reimbursement Amount for deposit in the System enterprise fund. 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 benefit-s. 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 Parties shall work together:, diligently and in good faith, to reach an agreement as to conmranit°y 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 board. The Parties hereby establish the Orange County Solid Waste Management: Advisory Board to advise the County' s Governing Board on matters related to the System and the Solid Waste Management Plan and Policies. The Advisory Board shall meet for the first time not later than November 1, 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 Board 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 Board. Each Party shall appoint two members to the Advisory Board. Exhibit C sets forth details concerning the Advisory Board' 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 Board members. 10 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 Board 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 Board 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 Board in such circumstances. [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.] 12 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed in its corporate name by its duly authorized officers. ATTES_T:4 (SEAL) ORANGE COuNTY, NORTH CAROLINA hnBy:— 'Clerk, B d of Chair, Board of Commissioners 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 Board D. Legal description of Greene Tract E. Legal description of Greene Tract portion to be devoted to solid waste 13 STATE OF NORTH CAROLINA; ORANGE COUNTY // I, a of ry Public of such County and State, certify that/J�/X 6z4-X, and �ersonally.. came before me this day and acknowledged that they are the Chair nd C1 rk, 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. 1999. WITNESS my hand and official stamp or seal, this a — day of 1�7 , [SEAL] Notary Public My commission expires: 10 -J3 -j)-,5 _ 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 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 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 14 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 COMITY, NORTH CAROLINA By: Clerk, Board of Chair, Board of Commissioners Commissioners ATTEST: (SEAL) TOWN OF CARRBORO, NORTH CAROLINA By: Town Clerk __ �. Mayor .r. EEL ATTEST: OF •CHAPEL HILL, NORTH CAROLINA_ Clerk ATTEST: ( C Aft OF HILLSBOROUGH, NORTH CAROLINA By: Town Clerk Mayor Exhibits - A. Definitions B. Additional provisions C. Regarding the Advisory Board D. Legal description of Greene Tract E. Legal description of Greene Tract portion to be devoted to solid waste 13 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 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. 1999. WITNESS my hand and official stamp or seal, this day of ' [SEAL] Notary Public My commission expires: STATE OF NORTH CAROLINA; ORANGE COUNTY I, a Notary Public of such County and State, certify that l Vl0�(nd 7etk'f 4 .5 nn;4, personally came before me this day and acknowledged that hey are the Mayor and Town Clerk, respectively, of the Town of Carrboro, North Carolina, and that by authority duly give as the act of such Town, the foregoing instrument was signed in the T -al/ such Mayor, sealed with its corporate seal and attested by such C AO/////� O 'r 1999. WITNESS mg an 'stamp or seal, this a`r day of � � y � [SEAL) SS. �//j��G/�/�� 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 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 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 14 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 Chair, Board of Commissioners Commissioners t CAP A EST: Gfi 1�Q OWN OF CARRBORO, NORTH CAROLINA loll Y:wn Clerk Mayor • ATTEST: OWN OF CHAPEL HILL, NORTH CAROLINA- Town Clerk Mayor ATTEST: (SEAL) TOWN OF HILLSBOROUGH, NORTH CAROLINA By: Town Clerk Mayor Exhibits A. Definitions B. Additional provisions C. Regarding the Advisory Board D. Legal description of Greene Tract E. Legal description of Greene Tract portion to be devoted to solid waste 13 STATE OF NORTH CAROLINAI 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 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. 1999. WITNESS my hand and official stamp or seal, this day of [SEAL] Notary Public My commission expires: STATE OF NORTH CAROLINA= ORANGE COUNTY I, a Notary Public of such County and State, certify that M,.c6e( Q 1�dsma,d 2S E S :vc personally came before me this day and acknowledged that they are the Mayor and *TowTi 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 C..attested byy such Town Clerk. e��eN1e111t1)Jrys Q a`,a fapynd and official stamp or seal, this day of S +"+6 �ko A ,�•:N &L Co CS^ Notary Public STATSJJ�JOili, OLINAJ 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 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 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 14 attested by such Town Clerk. WITNESS my hand and official stamp or seal, this day of 1999. (SEAL) Notary Public My commission expirest 15 _Exhibit A - Definitions For all purposes of this Agreement, the following terms have the following meanings, unless the context clearly indicates otherwise. "Advisory Board" means the Orange County Solid Waste Management Advisory Board 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 Sill- 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. "F3scal 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 imposed by the County on all the Parties related to the County' s providing of processing for County Recyclables through the System. 16 "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. NH122sborougbo means the Town of Hillsborough, North Carolina. "Integrated Solid Waste Management Plan"' means the report submitted pursuant to law to State authorities that described the long-term plan for solid waste management, which the County, as designated lead agency, filed on behalf of the County and the Towns. The Parties have approved this Plan and adopted its framework by resolutions adopted (a) by Carrboro on June 24, 1997, (b) by Chapel Hill on June 9, 1997, (c) by Hillsborough on June 17, 1997, and (d) by the County on June 30, 1997. "Material Financial Cbangell- 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 Board 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 (h) the total cost for the Fiscal Year most recently completed prior to the effective date. Mixed Solid Waste Tipping Feeff 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. 17 "Reimbursement Amount" means, (1) in the case of disposition to a North Carolina local government that is also a Party, so long as that government devotes the transferred portion to public purposes, (a) $608, 823 , being the original purchase 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 6.001 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 after the costs of the sale are paid. "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 Integrated Solid Waste Management Plan, and all future modifications of that 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)•. The term "Solid Waste Management Plan and Policies" thereby encompasses all policy choices, as in effect from time to time, related to the management and operation of the System. "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 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. 18 "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. 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 the effective date. 19 Exhibit B -Additional Provisions Amendments. This Agreement may be modified or amended only by written amendments that are approved and signed on behalf of all the Parties. Notices. (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 If to Carrboro, as follows: follows: Orange County Town of Carrboro Attn: County Attn: Town Manager Manager 200 South Cameron 301 West Main St. St. Hillsborough, NC Carrboro, NC 27278 27510 If to Chapel Hill, as If to Hillsborough, as follows: follows: Town of Chapel Town of Hill Hillsborough Attn: Town Attn: Town Manager Manager 137 North Churton 306 North St. Columbia St. Hillsborough, NC Chapel Hill, NC 27278 27516 (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 20 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 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. 21 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. AcTreed-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 5, in all cases shall be as agreed upon by the County, Carrboro and Chapel Hill. Effective Date; Term This Agreement shall take effect as provided- in Part 1. This Agreement will continue in effect so long as there are at least two Parties to the Agreement. 22 Exhibit-C - Regarding theAdvisory Board Responsibilities. The Advisory Board'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 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 from time to time; (f) 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 Board pursuant to this Agreement; and (g) Such other matters as any Governing Board or the County Manager may request. Members; -Terms. (a) Each Governing Board will , appoint two members to the Advisory Board 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 Board 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: Member A Member B County 2 years 3 years Carrboro 2 years 3 years Chapel Hill I year 3 years Hillsborough 1 year 2 years 23 (c) The first year of the term of each initial member of the Advisory Board shall be deemed to expire on June 30, 2000 . Thereafter, each year of the term of an Advisory Board 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 Board members in its discretion, except that no employee of a Party may be appointed as an Advisory Board 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 Board will be deemed to be serving on the Advisory Board 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 Board will cease to be a member of the Advisory Board 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 Board. Each member of the Advisory Board (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 Board seat will fill any vacancy on the Advisory Board. 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 Board may adopt its own rules of procedure not inconsistent with the provisions of this Agreement and not inconsistent with the, policies and procedures governing the various boards and commissions of the Governing Board of the County as those policies and procedures exist now and as they may be amended from time to time by resolution of the Governing Board of the County. The Advisory Board's propose*d rules and procedures shall be presented to the Governing Board of the county for review and shall not be effective until approved by the Governing Board of the County, but the Advisory Board's procedures shall include the following provisions: (a) Each member of the Advisory Board 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. 24 (b) A number of affirmative votes equal to a majority of the authorized number of Advisory Board members will be necessary to take any action. (c) The Advisory Board's presiding officer will vote as a member of the Advisory Board, 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 Board members for the purposes of subsection (b) above. 25 Exhibit D - Legal Description of the Greene Tract Exhibit E - Legal Description of the Portion of the Greene Tract To Be Devoted to Solid Waste Management Purposes disk/81799woblckln.doc 26 AUGUST 17 , 1999 BOARD APPROVED CLEAN 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 as follows: 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 the 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 Parties affirm on the date of this Agreement their commitment to the solid waste reduction goals set out in the Integrated Solid Waste Management Plana The County agrees to consult with the other Parties and the Advisory Board, 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 5 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. 2 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 Board 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 the day following the effective date of the zoning of the property described in Exhibit E which makes solid waste management — uses, not including burial of mixed solid waste or construction and demolition waste, a permitted use under the Chapel Hill Development Code/Ordinance, as provided in Part 5 of this Agreement, so long as that date is at least 180 days after the execution and delivery of this Agreement by the current owners of the System and so long as the Greene Tract Owners have I agreed on the boundaries of the property described in Exhibit E. The date the County assumes solid waste management responsibility is the effective date of this Agreement. Provided, however, the effective date of this Agreement will be January 1, 2000 so long as this Agreement is executed by and delivered to the current owners of the System on or before September 7, 1999, the zoning change described above and in Part 5 of this Agreement is adopted by the Town of Chapel Hill on or before January 1, 2000 and is effective on or before January 1, 2000 and the Greene Tract Owners have, on or before January .1, 2000, agreed on the boundaries of the property described in Exhibit E. 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 solid waste responsibility on the effective 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 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. 3 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 maybe 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 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. 4 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 County 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 - Chanaes. 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 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 one other of the largest two (by population) local government Parties. 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 applies 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 Board consider the proposed change. If the Advisory Board recommends that the change be approved, then the change- may take effect if the County subsequently approves it. If the Advisory Board recommends that the change not be approved, then the change may take effect only if the County and at least one other Party subsequently 6 ' ' � approve the change. 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 io 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 chancre a-pprovals. 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 reguirement that County use creneral 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 ricrhts. 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 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 deed to this property will include a restriction prohibiting the use of the property described on Exhibit E for burying mixed solid waste or construction and demolition waste. This restriction becomes effective at the same time that the zoning change described in the next paragraph is effective; and it will remain effective so long as zoning remains effective which allows solid waste management uses, other than burial of mixed solid waste or construction and demolition waste, as permitted uses as described in the next paragraph. Chapel Hill agrees to commence, and states its current intent to complete, the process to make solid waste management uses not including burial of mixed solid waste or construction and demolition waste, but expressly including, but not limited to, a solid waste transfer facility and a materials recovery facility, uses of the Exhibit E property "permitted" uses under The Chapel Hill Development Code/Ordinance, subject only to staff level site plan and similar reviews and not subject to special use or similar processes . Chapel Hill agrees to provide the other Parties with a plan, including a planned schedule of reviews and approvals, to process the zoning change described in this paragraph. The Parties agree that nothing that they have agreed to herein constitutes an agreement on the part of Chapel Hill to. zone the Exhibit E property in a particular way. It is instead, an agreement that if the Exhibit E property is zoned a particular way one event will follow and if the Exhibit E property is not zoned in a particular way another event will follow. 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 December 31, 2001, or two years after the effective date, whichever is later. 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. 8 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 remainder 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) , and (2) whether to impose specific use restrictions, either through deed restrictions or through governmental regulation. The Greene Tract owners agree that during the "bargaining period" each should provide .opportunity for public comment on possible or proposed uses or dispositions. . During the "bargaining period," 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 during the -bargaining period," without the consent of the other Greene Tract Owners. Execution and delivery of this- Agreement by the Greene Tract Owners constitutes consent of the Greene Tract owners for Chapel Hill to rezone the Exhibit E property as described in this Part 5. Chapel Hill states its current intent to accommodate any agreed- upon future uses or range of uses of the remainder of the Greene Tract in its Development Code/ordinances and states its recommendation to future Chapel Hill Governing Boards to the same effect. After the "bargaining period" is completed, namely, the day after the last day of the bargaining period, 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, after the "bargaining period" is completed, any Greene Tract Owner may give 60 days' prior notice of an 'election to be no longer bound by the above restrictions pertaining to the uses of and whether to impose use restrictions on the . remainder of the Greene Tract, and such election shall be effective at the end of the notice period. The Parties agree that .any non System use of any portion of the remainder of the Greene Tract or any disposition of any portion of the remainder of the Greene Tract shall result in payment to the County of the Reimbursement Amount 'for deposit in the System enterprise fund. 6. The County will finance community benefits from System funds to the extent legally pe=issible. The Parties will cooperate to provide public benefits to the community of residents and property owners in the neighborhood of the existing landfill. 9 The Parties note the expected forthcoming report of the Landfill Community Benefits Committee that has been studying the question of community benefit"s . 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 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. ' They parties will establish an advisory board. The Parties hereby establish the Orange County Solid Waste Management: Advisory Board to advise the County' s Governing Board on matters related to the System and the Solid Waste Management Plan and Policies. The Advisory Board shall meet for the first time not later than November 1, 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 Board 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 Board. Each Party shall appoint two members to the Advisory Board. Exhibit C sets forth details concerning the Advisory Board' 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 Board members. 10 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 Board 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 Board 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 Board in such circumstances. ll [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.] 12 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed in its corporate name by its duly authorized officers. ATTEST4 (SEAL) ORANGE COUNTY, NORTH CAROLINA gg—l- By- (2L..o- Clerk, B� d of Chair, Board of Commissioners 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 Board D. Legal description of Greene Tract E. Legal description of Greene Tract portion to be devoted to solid waste 13 STATE OF NORTH CAROLINA; ORANGE COM= / // I, a of ry Publia of such County and State, certify that/�LLCL A. Gzd&,<, and ersonally_ came before me this day and acknowledged that they are the ChairOmd Cl rk, 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] iL Notary Public My commission expires: /0 -3 -n-2_ 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 Towns 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 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 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 14 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 Chair, Board of Commissioners Commissioners ATTEST: (SEAL) TOWN OF CARRBORO, NORTH CAROLINA By: Town Clerk _ �. "�. Mayor pEL ATTEST: WOF CHAPEL HILL, NORTH CAROLINAA.. W r 1 Clerk 4 ATTEST: ( CAR OF HILLSBOROUGH, NORTH CAROLINA By: Town Clerk Mayor Exhibits - A. Definitions B. Additional provisions C. Regarding the Advisory Board D. Legal description of Greene Tract E. Legal description of Greene Tract portion to be devoted to solid waste 13 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 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. 1999. WITNESS my hand and official stamp or seal, this day of , [SEAL) Notary Public My commission expires: STATE OF NORTH CAROLINA; ORANGE COUNTY T I, a Notary Public of such County and State, certify that J�•1 V`� and 3etaCt A .SrY�i personally came before me this day and acknowledged that -hey are the Mayor and Town Clerk, respectively, of the Town of Carrboro, North Carolina, and that by authority duly give} & as the act of such Town, the foregoing instrument was signed in the T �4{Vftg such Mayor, sealed with its corporate seal and attested by such *'n C q /// p o //$ It WITNESS m,�e an-3"dff Sstamp or seal, this CR+ day of & , 1999. [SEAL] Notary Public My commission expires: STATE 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 Towns 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 Hillsborough, North Carolina, and that by authority duly given and as the act of such Town, the foregoing instrument was signed in the Towns name by such Mayor, sealed with its corporate seal and 14 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 i By: Clerk, Board of Chair, Board of Commissioners Commissioners a A EST: C ' ro OWN OF CARRBORO, NORTH CAROLINA- Y: U?d,4j P. bae,.t� wn Clerk Mayor {� P ATTEST: ert T a �\aP� 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 Board D. Legal description of Greene Tract E. Legal description of Greene Tract portion to be devoted to solid waste 13 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 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. 1999. WITNESS my hand and official stamp or seal, this day of (SEAL] Notary Public My commission expires: STATE OF NORTH CAROLINA; ORANGE COUNTY I, a Notary Public of such County and State, certify that C�a°�-� Q �Q�SOnd ft�2S E S ova personally came before me this day and acknowledged that they are the Mayor and 'TowTi 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 r;,was.--signed in the Town's name by such Mayor, sealed with its corporate seal and c,;attested b` such Town Clerk. �u�e;ia1.10 �nd and official stamp or seal, his day of Sb� J `$0�A %N Notary Public Mjr.� :•sgsion e�2ni�e,,� O�Z ��- . STATiel41181JAI&IOLINA; 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 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 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 14 attested by such Town Clerk. WITNESS my hand and official stamp or seal, this day of 1999. [SEAL] Notary Public My commission expires: 15 .Exhibit A - Definitions For all purposes of this Agreement, the following terms have the following meanings, unless the context clearly indicates otherwise. "Advisory Board" means the Orange County Solid Waste Management Advisory Board 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 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 imposed by the County on all the Parties related to the County' s providing of processing for County Recyclables through the System. 16 mGreene TractO 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. "H122sboroughe means the Town of Hillsborough, North Carolina. "Integrated Solid Waste Management Plana means the report submitted pursuant to law to State authorities that described the long-term plan for solid waste management, which the County, as designated lead agency, filed on behalf of the County and the Towns. The Parties have approved this Plan and adopted its framework by resolutions adopted (a) by Carrboro on June 24, 1997, (b) by Chapel Hill on June 9, 1997, (c) by Hillsborough on June 17, 1997, and (d) by the County on June 30, 1997. "Material Financial Change,,- means a change, or series of relaters. changes, made by the. County to the Solid Waste Management Plan and Policies that, in the determination of any Town (provided that the Advisory Board 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 Feel' 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. 17 "'Reimbursement Amount" means, (1) in the case of disposition to a North Carolina local government that is also a Party, so long as that government devotes the transferred portion to public purposes, (a) $608, 823, being the original purchase 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 after the costs of the sale are paid. "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 Integrated Solid Waste Management Plan, and all future modifications of that 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)'. The term "Solid Waste Management Plan and Policies" thereby encompasses all policy choices, as in effect from time to time, related to the management and operation of the System. "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 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. 18 "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 Facl2ltlesv 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 the effective date. 19 Exhibit B -Additional Provisions Amendments. This Agreement may be modified or amended only by written amendments that are approved and signed on behalf of all the Parties. Notices. (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 If to Carrboro, as follows: follows: Orange County Town of Carrboro Attn: County Attn: Town Manager Manager 200 South Cameron 301 West Main St. St. Hillsborough, NC Carrboro, NC 27278 27510 If to Chapel Hill, as If to Hillsborough, as follows: follows: Town of Chapel Town of Hill Hillsborough Attn: Town Attn: Town Manager Manager 137 North Churton 306 North St. Columbia St. Hillsborough, NC Chapel Hill, NC 27278 27516 (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 20 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 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. 21 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. Accreed-UDon 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 5, in all cases shall be as agreed upon by the County, Carrboro and Chapel Hill. Effective Date; Term, This Agreement shall take effect as provided in Part 1. This Agreement will continue in effect so long as there are at least .two Parties to the Agreement. 22 Exhibit C - Recrardincy the -Advisory-Board Responsibilities.- The Advisory Boards 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 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 from time to time; (f) 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 Board pursuant to this Agreement; and (g) Such other matters as any Governing Board or the County Manager may request. Members; Terms. (a) Each Governing Board will . appoint two members to the Advisory Board 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 Board 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: Member A Member B County 2 years 3 years Carrboro 2 years 3 years Chapel Hill I year 3 years Hillsborough I year 2 years 23 (c) The first year of the term of each initial member of the Advisory Board shall be deemed to expire on June 30, 2000. Thereafter, each year of the term of an Advisory Board 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 Board members in its discretion, except that no employee of a Party may be appointed as an Advisory Board 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 Board will be deemed to be serving on the Advisory Board 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 Board will cease to be a member of the Advisory Board 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 Board. Each member of the Advisory Board (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 Board seat will fill any vacancy on the Advisory Board. 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 Board may adopt its own rules of procedure not inconsistent with the provisions of this Agreement and not inconsistent with the. policies and procedures governing the various boards and commissions of the Governing Board of the County as those policies and procedures exist now and as they may be amended from time to time by resolution of the Governing Board of the County. The Advisory Board's proposed rules and procedures shall be presented to the Governing Board of the County for review and shall not be effective until approved by the Governing Board of the County, but the Advisory Board's procedures shall include the following provisions: (a) Each member of the Advisory Board 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. 24 (b) A number of affirmative votes equal to a majority of the authorized number of Advisory Board members will be necessary to take any action. (c) The Advisory Board' s presiding officer will vote as a member of the Advisory Board, 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 Board members for the purposes of subsection (b) above. 25 Exhibit D - Legal Description of the Greene Tract Exhibit E - Legal Description of the Portion of the Greene Tract To Be Devoted to Solid Waste Management Purposes 3JY disk/81799woblckln.doc 26