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HomeMy WebLinkAboutAgenda - 03-31-2008-4Majt,, TO: Board of County Commissioners THRU: Laura Blackmon, County Manager FROM: Gwen Harvey, Assistant County Manager Dave Stancil, Director, Environmental Resources & Conservation Craig Benedict, Director, Planning Gayle Wilson, Director, Solid Waste RE: Greene Tract Update DATE: March 24, 2008 Background The Greene Tract was acquired in 1986 by the Landfill Owners Group. Subsequent land use plans for the area designated the site a `Possible Future Landfill Site, Pending Future Study.' In April, 2000, Orange County took over solid waste management activities in the county, through an Inter Local Agreement with Chapel Hill and Carrboro (which, along with the County, had previously owned the Orange County Landfill). As a result of the Inter Local Agreement, 60 acres of the Greene Tract (determined to be 164 acres in total, via survey) was conveyed to Orange County for "solid waste management purposes.' The Inter Local Agreement (amended April 12, 2000) also provided for the three owning partners to determine, over a two -year period, the ultimate disposition of the remaining 104 jointly held acres. The Agreement further included a repayment mechanism to the Solid Waste Enterprise Fund, if the Greene Tract were used for purposes other than solid waste. A Greene Tract Work Group, comprised of two elected officials from each of the three jurisdictions, began work in 2001 to develop a concept plan for the 104 -acre jointly held property. After several meetings, the Work Group agreed in May 2002 on a concept plan map and resolution. The concept plan identified 18.1 acres of the site for future "affordable housing," and recommended the remaining 85.9 acres be retained as "open space," to be protected by virtue of a conservation easement with a fourth party conservation interest. The map and resolution was subsequently adopted by all three jurisdictions later in 2002. Between 2003 and early 2007, sporadic discussions occurred about the need to consider repayment of the purchase price to the Solid Waste Enterprise Fund and the timetable for implementing the concept plan. Interest in and attention to the Greene Tract disposition regained momentum in the fall of 2007 with the Rogers Road Small Area Plan Task Force, a small area plan conducted by the Town of Chapel Hill. The Rogers Road Small Area Plan boundaries encompass the Greene Tract. A copy of the Greene Tract Concept Plan and adopted resolution from 2002 is attached. Interim Steps With renewed interest and discussion in the Greene Tract in 2007, two meetings were convened (October 3, 2007 and February 14, 2008) by the Chair and Mayors which included management and planning staff to review the conditions as outlined in the Inter Local Agreement under which a reimbursement would be due to the Solid Waste Enterprise Fund, and to re- examine development feasibility options given interest within the Rogers Road SAP Task Force process. Generally speaking, setting aside the approximately 85.9 acres of the jointly held Greene Tract portion for open space protected by conservation easement has been seen as the reimbursement "trigger ". There was consensus at the October meeting that financial reimbursement of the Solid Waste Enterprise Fund needed to begin July 1, 2008. An initial appraisal of the reimbursement based on a five -year payback yielded the following shares: Orange County - $214,224; Chapel Hill - $90,549; and Carrboro - $29,524. The Orange County share of $214, 224 was based on the Orange County deeded portion of the Greene Tract — 60 acres — in addition to the Orange County interest in the remainder. It is important to mention here, and will be amplified later, that the reimbursement amounts will need to be recalculated as nothing in the Inter Local Agreement or Amendment contemplates or provides for the 60 acres dedicated to landfill system purposes to be used for other than system purposes. County and Town staff were also asked to confer and report back on the mechanics for executing conservation easements for the 85.9 acres as well as development feasibility options for the 18.1 acres set aside for affordable housing. On the affordable housing portion, staff was asked to examine sewer access options, site entry options, and possible relocation or alternate location for the affordable housing portion. A late December meeting among staff resulted in findings and proposals that were shared as information in February. Triangle Land Conservancy has agreed to hold a conservation easement on the open space portion of the Greene Tract (as well as the County's 60- acres, if desired). Recent Developments The February meeting gave focus to a request pending from the Chapel Hill Carrboro City School Board to site an elementary school on the Greene Tract, and how its approval would impact intent and reservations for open space and affordable housing as contained within the Inter Local Agreement. It was understood that the CHCCS Board would be approaching the Rogers Road Task Force to preview the possibility of a public school site on the Greene Tract. That presentation took place on March 13 and was favorably received by the Task Force. County staff in attendance was able to provide a broad overview of site entry alternatives and a baseline number of affordable housing units that might be developed in concert with a school site. 2 At the February meeting County staff was also asked to draft a set of guiding principles and parameters for enacting the conservation easements. Conceptually these guiding principles and parameters could apply equally to the 85.9 jointly held acres and the 60 acres held solely the County. In working through this issue in anticipation of discussion at or before the Assembly of Governments meeting, County staff was advised and has received an opinion from the County Attorney to the BOCC of the need for the County and Towns to specifically address changing the designation of the 60 acre parcel since there is nothing in the Agreement or the Amendment that provides for reimbursement to the Solid Waste Enterprise Fund in the event the 60 acre parcel is not used for landfill system purposes. In recent months, discussions have been held with Triangle Land Conservancy about holding the conservation easement(s) and the likely parameters and nature of the easements. This includes sharing the new ideas about a potential school site and recreational fields in conjunction with the affordable housing area. TLC remains interested in holding the easement(s) on the open space lands, and will use fature site planning discussions and efforts to develop a stewardship endowment request to the local governments (to address long -term management costs). A copy of the March 14 2008 letter from the County Attorney, the draft uig ding principles and parameters for the conservation easements and the Inter Local Agreement and Amendment are attached. Further Direction Requested This update is presented as background to the discussion and further direction by the elected officials of the three jurisdictions to County and Town management at the Assembly of Governments meeting on March 31 sc As outlined, a reimbursement scenario inclusive of the County held 60 acres has already been circulated. However, another potential amendment to the Solid Waste Interlocal Agreement would alter these funding shares. A possible school site, without foreclosing affordable housing opportunities, has met with favorable preliminary reviews. Guiding principles and parameters for the conservation easements are submitted here in draft form. The County Attorney has advised that the Inter Local Agreement may be amended as required to reflect any changes in policy direction the three jurisdictions may wish to make: The elected bodies of the three jurisdictions are requested to give guidance and feedback to their staff on next steps in implementing a recommended concept plan for joint ownership and reimbursement, in recognition of implications for the existing Inter Local Agreement. Possible Steps for Consideration I. Jurisdictions receive report on 3/31/08, authorize to proceed to amend Inter Local Agreement and revise concept plan (perhaps change name and level of detail to "Master Plan") 2. Amendments to Solid Waste Inter Local Agreement drafted and approved by the three boards to provide for non-solid waste uses on the County's 60-acres 3. The Greene Tract Concept Plan map from 2002 is amended and adopted by the three boards 4. A revised repayment schedule reflecting proportional shares of the County's 60- acres is created and agreed to by the three boards 5. Conservation easements executed, and other activities on site proceed Note: Steps 3, 4, and 5 could be concurrent. Attachments I! FROM :ERCD FAX NO. :9196443351 Mar. 26 2008 10:03AM PZ APPROVED 4 -2.I110i °2 GREENE TRACT WORK GROUP A RESOLUTION REPORTING THE �REMAINSOIN JOINT OWNERSHIP E PORTION OF THE GREENE TRA CT THAT WHEREAS, Orange County and the Towns aasset ofn herjo joint solid awaste ilmanagement system; known as the Greene Tract in 1984 a and WHEREAS, title to 60 acres of this property was deeded exclusively to Orange County in 2000 under provisions of the 1999 interlocal "Agreement for Solid Waste Management "; and WHEREAS, under the same interlocal agreement the County and Towns agreed to bargain in good faith during the two year period following the effective date of the agreement to determine the ultimate use or disposition of the balance of the acreage on the Greene Tract; and WHEREAS, the end date of the "bargaining period" as defined in the agreement was April 17, 2002, the second anniversary of the date upon which the County assumed overall responsibility for solid waste management in Orange County; and WHEREAS, the Greene Tract Work Group considered direction from the respective governing boards, comments from interested citizens and organizations, and information developed by staff in response to Work Group inquiries in developing a recommended concept plan for the balance of the Greene Tract; and WHEREAS, the Work Group reported to all three governing boards in a resolution dated March 21, 2002 that it had reached substantial agreement on a concept plan providing for approximately 78 acres to be earmarked for open.space protected by conservation easements and approximately 15 acres to be earmarked for affordable housing but had not yet reached agreement regarding what designation should be placed on the remaining 11 acres; and WHEREAS, the Work Group had recommended in that March 21, 2002 resolution that the following additional steps be taken: The area shown on the concept plan as open space should be protected by executing a conservation easement between appropriate parties The Board of County Commissioners should consider protecting its 60 acre portion of the Greene Tract by executing a conservation easement with an appropriate party • The Chapel Hill Town Council should consider initiating a small area planning process to examine desirable land uses for the Purefoy Road area The property should be renamed in a manner that recognizes the significance of this area as the headwaters for three important streams (Bolin Creek, Old Field Creek, and Booker Creek) The governing boards should take note of the public investment already made in the general vicinity of the Greene Tract, as cataloged in an accompanying table; and WHEREAS, the governing boards of all three jurisdictions approved resolutions extending the bargaining period beyond ApH117, 2002 in order to allow the Greene Tract Work Group additional time to try to reach consensus on the basic uses to be established for the approximately 11 acres at that time unresolved; and FROM FAX 644 Wre 10:04AM P3 APPROVED 6. WHEREAS, the Work Group received a ncosts fo�pro� ding sewer service to a portion of the basic alternatives available and approximate Greene Tract, which service would be necessary for the economical and practical provision of affordable housing; and WHEREAS, the Work Group concluded by consensus that "the carrying capacity of the land" should be the determining factor in establishing how much of the unresolved 11 acres should be earmarked for specific purposes, and that the ridge line reflected on the accompanying concept map determines the portion (approximately one - third) of the 11 acres that can practically be used for affordable housing served by a sewer line that would access the Greene Tract via Purefoy Road: NOW, THEREFORE, BE IT RESOLVED THAT the Greene Tract Work Group does hereby recommend that the Carrboro Board of Aldermen, the Chapel Hill Town Council, and the Orange County Board of Commissioners accept the accompanying map as the Work Group's consensus recommendation for a concept plan for that portion of the Greene Tract not deeded exclusively to Orange County, with the acreage to be set aside for open space protected by conservation easements approximating 85.90 acres and the acreage for affordable housing approximating 18.10 acres; BE IT FURTHER RESOLVED THAT the Greene Tract Work Group does hereby recommend to the three goveming boards that the acreage for affordable housing be placed in the Land Trust; BE IT FURTHER RESOLVED THAT the Greene Tract Work Group does hereby recommend to the three goveming boards that the Managers investigate options for reimbursement of the Solid Waste /Landfill Enterprise Fund for the portions of the site designated for affordable housing and open space; and BE IT FURTHER RESOLVED THAT the Greene Tract Work Group does hereby recommend to the three governing boards that the triggering mechanism for reimbursement to the Solid Waste/Landfill Enterprise Fund should be formal action taken by all three boards to approve conservation easements protecting the designated open space, with such approvals taking effect no sooner than July 1, 2003, and no later than July 1, 2005. This, the 26' day of June, 2002. Moses Carey, Jr. Chair Greene Tract Work Group Greene Tract Concept. Plan Approved by the, Greene- Tract Workgroup, 6126102- Landfill V Ina ve-1 p_J kk (Active) !�` _ \• \ r, \, /,,' q \..-� _' � ! �` ?ftrcz• ' its '';'i`\;y,�jj''r�;..;,,'�ri`F - �` �, a pa ,� � 1 r :\ n \ � � � L-J v C. ' f V Tract ti C .i. `/ \ � ' •,....� -.• � rA _ } 45.1,. ;r � `� .. / tfi ,�, u c �' � � t� •�n t. ui�. t t!t� l ' �- r C -. / � �'' "� �" } F ar j' i� t S'�` -:^. +• S� rrJ rr t t -' � / -� -/ . ` s7 'r � t � �,k r. . ^`3,4, r •v C � is c Ogg . LV i :�• M T , tl1Jf���tG[l� •L _ Park ��iPotenUat Sewarllne �F�ilsitng Sewer Una 14 ti J' +RalkWd Water Una Streams Contour Unes J .•Parcels st uchm, a x d Use County Lend 400 0 400 800 Feet Affordable Housing 18.10 Acres '�a e•. +` ® Open Space 05.00 Acres Orange County Environment & Resource Conservation Department June 27 2002 B. Young i� LAW OFFICES COLEMAN, GLEDHILL, HARGRAVE & PEEK A PROFESSIONAL CORPORATION 129 E. TRYON STREET" P. O. DRAWER 1529 HILIMOROUGH, NORTH CAROLINA 27278 919 - 732 -2196 FAX 919. 732 -7997 www.cghp- law.com Barry Jacobs, Chair Moses Carey, Jr. Valerie P. Foushee Alice M. Gordon Mike Nelson Orange County Board Post Office Box 8181 Hillsborough, North March 14, 2008 of Commissioners Carolina 27278 FROM THE DESK OF GEOFFREY E. GLEDHILL E -MAIL: gg1e" @cghp -1--- RE: Agreement for Solid Waste Management - "Greene Tract" Dear Board Members: I was recently asked to attend a staff meeting concerning the future use.of the "Greene Tract." The focus of the discussion was a document titled "Greene Tract: The Headwaters Preserve and Campus." This document contains "guiding principals" for the use of the 104 acre portion of the Greene Tract jointly owned by Carrboro, Chapel Hill and Orange County.. and parameters for "Proposed Conservation Easements" on the 60 acre portion of the Greene Tract owned solely by Orange County. A copy of that document is enclosed. At the staff meeting there' was also a discussion concerning the County paying the Solid Waste System enterprise fund for the 60' acre portion of the Greene Tract. This letter is intended to bring to your attention what, in my opinion, is a conceptual problem with the plan to use the 60 acre portion of the Greene Tract for conservation purposes and, in my opinion, a conceptual problem with the County being solely responsible for reimbursing the Solid Waste System enterprise fund for this 60 acres'of land. Enclosed with this letter also are copies of the Agreement to Amend the Agreement for Solid Waste Management (the Amendment) and the Agreement for Solid Was teManagement (the Agreement). Paragraph 5 of the Agreement prescribes that the Orange County Board of Commissioners Page 2 March 14, 2008 County may use the "[60 acres] for System purposes" except for burying mixed solid waste or construction and demolition waste. On the other hand, the remainder of the property, the 104 acre parcel, is contemplated to be used for other than System purposes and that if it is used for other than System purposes there will be a "payment to the County of a Reimbursement amount for deposit in the System enterprise fund." Since the 104 acre parcel is owned jointly by Carrboro, Chapel Hill and Orange County, reimbursement by the three governments to the System enterprise fund for non - system use of the 104 acres will be in proportion to their'.ownership interests in the parcel (Carrboro 140, Chapel Hill 430, Orange County 430). There is nothing in the language of the Agreement or the Amendment that contemplates or provides for the 60 acre "System purposes" parcel to be used for other than System purposes..In fact, that parcel was deeded from Carrboro, Chapel Hill and Orange County solely for System purposes. At the time of the Agreement and the Amendment, it was contemplated that the 60 acres would be used for a MRF, transfer station or both. A copy of the minutes of the July 7, 1999 Chapel Hill Town Council meeting minutes provides a snapshot of this history. Further evidence of the intent of the parties to the Agreement that the 60 acre parcel be dedicated to System purposes is the fact that there is nothing in the Agreement or the Amendment that provides for reimbursement to the System enterprise fund in the event the 60 acre parcel is not used for System purposes. It is, of course, possible for Orange County and the towns of Carrboro, Chapel Hill and Hillsborough to further amend the Agreement to change the designation of the 60 acre parcel of the Greene Tract from "reserved for System purposes" to, essentially, the same designation as the remaining portion of the Greene Tract. Given the staff and elected official work that has been done on Greene Tract uses, that seems to me to be appropriate. If such an amendment is adopted by the parties to the Agreement, then the 60 acre portion of the Greene Tract would be available for-other than System purposes triggering the reimbursement to the System enterprise fund pursuant to the Reimbursement provision of the Agreement. Orange County Board of Commissioners Page 3 March 14, 2008 In summary, I think changing the use of the 60 acre portion of the Greene Tract from' "reserved for System purposes" to some other use must be accomplished by further amendment to the Agreement. The logic and the clear intent of the Agreement is that such a further amendment would, in effect, call for treating all of the Greene Tract the same, triggering the "Reimbursement amount" provision of the Agreement in the same manner as with the 104 acre parcel. If the use of the 60 acres becomes the public purpose of "conservation," Carrboro,-Chapel Hill and the County would contribute to the reimbursement in proportion to their pre Agreement ownership interest in the entire Greene Tract, Carrboro 140, Chapel Hill 43% and Orange County 430. GEG /lsg Enclosures xc: Laura E. Blackmon v/ Craig Benedict Dave Stancil Very truly yours, COLEMAN, GLEDHILL, HARGRAVE & PEER, P.C. 11 lsg:letters \bdofcom Agmt for solid Waste Mgmt Greene Tract ltr.doc Greene Tract "The Headwaters Preserve and Campus March 14, 2008 Guidinq Principles for the 104-Acre Jointly Owned Property ❑ Future plans and uses of the property should ensure the protection of the mature hardwood forest and wildlife habitat on the property. ❑ Future plans and uses should protect water quality by the protection of stream buffers for each of the three stream headwaters (Bolin Creek, Booker Creek, Old Field Creek) that lie within the property. ❑ Future plans and uses of the property should ensure protection of the two archaeological sites on the property (the remains of the Byrd and Mills homesteads). ❑ The portion of the property designated for affordable housing should adhere to community guidelines and goals for creating liveable and sustainable communities. ❑ The portion of the property protected as open space should provide for low-impact recreation (such as trails). ❑.. A 100 -foot corridor along the rail line should be retained for possible future use by the jurisdictions that jointly own the property. ❑ It may be desirable to identify an area for potential for playing fields near the portion of the property designated for affordable housing. Proposed Conservation Easements As an-added protection for the future well-being of the site, the Triangle Land Conservancy has agreed to hold conservation easements on 1) the 86-acre "open space" portion of the jointly-held property, and 2) Orange Countys 60-acre adjoining parcel. The basic parameters of the two easements would include the following: ❑ Protection of the natural and cultural resources and conservation values on site in perpetuity. ❑ Protection of water quality through stream buffers and retention of forested lands to help filter stormwater. ❑ Provision for unpaved-hiking trails desigped in concert with the natural setting and conservation values. * ❑ Provision for one paved greenway trail, designed in concert with the natural setting and conservation values. ❑ Provision for a mountain bike trail (non-motorized only) designed in concert with the natural setting and conservation values. 1 The adopted 2002 resolution called for a new name to be given to this site, this is one suggestion. I Agreement to Amend. the Agreement for Solid Waste Management Orange County and the Towns of Carrboro, Ch . apel Hill- and Hillsborough hereby agree to amend the "Agreement-for Solid Waste -Maiiagement.17 1. By deleting the paragraph identified as pror) rty..,ft: in Part I and replacing it with the foilowing: Acquire-nronerty The County shall acquire real and' personal Property as it deems appropriate f . or System Purposes. There- shall be Ino restrictions on the 'Countyl . s: acquisition of additi 6n al acreage . at the existing landfill. The Parties acknowledge . and support the County's Position that as operator of solid waste operations, it may, despite diligent, efforts 'to explore alternatives, settle upon the area -on and proximate to the existing closed landfill site on Eubanks Road as the location for additional. solid waste facilities. The C6in?.ty states its current intention--not io*'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. 2. - By deleting the paragraph identified as "I-Effective date." in Part - 1 and replacing it with the following: Effective dates., The County will assume . solid waste management responsibility on the* first day of County %* , the second Orafige co*u*n* _1 ty emp 0yee pay period that follows the last completed of th f4,4owinq. -two events:.. (I.) the approval by the governing b6Sitdi of and the execution 'of' the Agreement to Amend the'Agreem' for Solid Waste Management by.the current owners -of 'the- System;. .(2) Agreement on the boundaries of the property described in Exhibit H.by the Gree'n*e Tract Owners. The date the County assumes . solid waste management responsibility is the ef fe'ctive **date of this Agreement. The. Patties shall take actions provided for in this Agreement, --ot which may otherwise be-necessary or appropriate,. in a timely fashion to p * e rffiit the County's assumption of solid waste responsibility on the effective date, 3;., By deleting part 5 and replacing it with the following: ..5. The Greene Tract will remain a landfill asset. Sixty Acres of the Greene Tract will be reserved for System I 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. Thee 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 dei;cribed on Exhibit B for. burying mixed solid waste or construction and demolition waste. The Greene Tract Owners -agree to bargain together in good faith 'and * with all due diligence, . and to use thei'r 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 pet*-I-od-jr-" no Greene Tract Owner shall make any use of -the remaining portion of- the Greene Tract• without,t:he 'consent of the other Greene Tract Owners.• The Greene Ttact Owners agree- that among the issues to *be addressed 4'.*n the bargaining:_ ..process Are (1) the specific future -usfta, or rangiBs, of use,-, to be made of the remainder of thezI-IGreene Tract (including issues of :L I. - devoting different,; -*porti6ns to ures,,*. -devoting portions to, .public- uses -and the possibility of making ' availabfe for sale or private use),- and *(2). whether to -.impose- 'specific use. restrictions, either .through . deed restrictions or.. through goverhmental reg4lation... T4e'Greene Tract Owners agree'•that during the *,bargaining. period," each should provide opportunity for public comment on possible - or -proposed uses or ditppsitions. During the "bargaining period," no Greene Tract Owner shall (Z) file any legal action or proceeding to-force' any sale or division of the Greene Triict, or (2) enter into any agreement i to sell, Mortgage or otherwise transfer all or. any part of its ownership,. interest in the - Greene Tract, 2 in either case without the. consent of the other Greene Tract Owners. To:the extent.. 'Permitted by law, Chapel Hill agrees i 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. 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 - peri6' d" I I s completed, namely, tlie day after the last day of the 14-rgalning 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 . agreerhent.. 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 thek Greene Tract, and such election . shall. be effectiv6 at the end of the notice period., -The Parties .agree that. any non System, use of -any • -portion of the reminder of the Greene Tract or any disposition of any'bort'ibn of'the remainder of the Greene Tract shall result. ,In g;�ym ent-to-the County of the . ... * Reimbursem'ent Amo ' urit,fot deposit in the System enterprise fund. 4. BY rePlacing'the date-•n the first paragraph of part ?'with the following: "*one month after the effective date of this Agregment." .5. By amending subsection (a) of the 'Members; . Terms" -provision .of Exhibit C to the Agreement to read as-follows: (c) The first Year of the term of each initial member of the Advisory Board shall, be deemed to expire on June 30, 2001. Thereafter, each year of the term of an Advisory Board member will run from* July I through the subsequent June 30, but each member shall continue to serve 'until such member I a successor -has been duly appointed and qualified for office. 3 .. .... ....... IN WITNESS ' - -MMREOP, Orange County has caused this Agreement to Amend the Agreement for Solid Waste Management to be executed in its ,corporate name by its duly authbrized officers. G Date Approved by .2 j Gove=ing Board AT 4. e a RANGE COUNTY NO CAROLINA artb to ;P e BY Jerk Board f Commissioners . Chair, Board of Commis 4oz(drij STATE OF NORTE CAROLnMI ORANGE cou=y 1, a Notary Public of such County and State, certify that fists &reu and -V e7sonally came before me this day and acknowledged that the - are thd Chair afid'Cl k. respectively, of the Board df 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 sdch Chair, sealed with ids corporate seal and attested -by such Clerk. WITNESS my -hand and official. stamp or seal, this day of 2000. [SEAL] - &—,LA-,ew Notary 66ublic My commission expires: GA 2 Z A as V M-ZAIN 110-1 Agreement for Solid Waste Management To establish a comprehensive approach to solid waste management issues, and in consideration of the prbmi i ses 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 is 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 regulations governing the ' operation and use of the System, operate the, System in* an efficient and economical manner and maintain the properties constituting the System in good repair and in sound operating condition. Provide solid waste disposal facilities. The County will provide System Management Facilities suitable for the disposition of solid Waste by the County, the Towns and the persons and organizations within their jurisdictions*. The existing landfill, as well as any -successor System Management Facility, will be designated to accept; solid waste generated exclusively by residents, businesses and institutions located in Orange County ajid that portion of Chapel Hill located within Durham County North Carolina.' Determine policy. The Coimty 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 transferred to the" county and bedome supervision of the County Manager in employees. 'the System Employees will be County employees subject to the the same fashion as other County 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 ki other County employees. The county And chapel Hill will develop ' a detailed schedule comparing the total pre-transfer and Podt-transfer compensation for each System Employee. Chapel Hill -will send a copy.o'f 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 I Date (as, for 'example, any liability arising from their delivering, or - causing to be delivered, Solid Waste to System. Manag . ement 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 96vernmdntal autharitk to impose, or to seek t . o 'impose, environmental or other liability dii-ectly on a Party (as, for example, any liability accruing -to the current owners of the Existirig system Assets as a result of their status as owners prior to the Transfer Date) . The County. -will not assume, and by this Agteement •.does not -assume, any indebtedness of Carrboro or Chapel Hill. Acqt4re . 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 Blaickiwo6d and Nunn. properties for system Purposes. Provide for c2MIiance with law. The County will. comply, or Cause-there to be cOMP . liance, 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 2 or other requirement, so long as the County's failure to comply with the same during the period of such contest will not materially impair the System's operation or revenue-producing capability. Make reports. The County will make, or cause to be made, any reports or audits relating to the System as may be required by law. The County, as often as may reasonably be.requested, will furnish such other' information as the County may have reasonably available concerning the System or .its operation as the Advisory 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. Codd/Ordinance, as provided in Part ,5 of this Agriaement, so long as that date is at least ISO 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 *R. 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 * : and delivered to thd current so ldng'as this Agreement is executed by- 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 an the boundaries of the property described in.- Exhibit E. Th6 Parties shall take actions provided for in this Agreement, or which may otherwise be necessary or appropriate, in• - a timely fashinfi 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 3 N 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 Co-Unty property upon such delivery. The County will-have the right to refuse to accept for disposal at System ManAgement Facilities any material or substance which the Cpunty 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 cif 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 mater ' ial as County Recyclables-upon the.expiration of any contract for disposal of the material as Other Recyclables that may be in effect at the,time of the materials change in status. 3. .Solid waste lcollection 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 Managemd!nt Plan and Policies. 4. The County will operate the System as an entdrpriae operation, and will have discretion to set rates, fees and.charges. The. Parties agree thiit the long-term success 0 the 'arrangement for solid waste management provided for in this Agreement requires that the Parties remain committed partner's. 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 th6 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 par*t of its,tesponsibility for solid - 4 16-01) waste management, must retain broad flexibility to implement and adjust rates, fees and other charges, as provided below, in order to generdte sufficient resources through the System to carry out the requirements of the Solid Waste Management Plan and Policies. The Parties agree that the County is 'ultimately responsible for. balancing the available resources and the demands on the System, and-that the County must -therefore have sufficient authority to adjust either the resources or the System demands, or both, to achieve the balance. Part 1 of this Agreement provides for the County's authority over the Solid Waste Management Plan and Policies. This Part 4 provides for the County's authority over the available resources. System will be operated as an enterprise fund. The County will segregate for accounting purposes all the System's accounts, moneys and investments. The. County will provide for the System's assets, liabilities and results of operations to be presented in the County's annual audit as a separate enterprise fund, in accordance with generally, accepted accounting principles. The County will annually adopt a separate budget for the System in accordance with the County's. usual budgetary process. The County will keep accurate records and accounts of all items of costs and of all expenditures relating. to the System, and of the System Revenues c6lledted 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, (j) costs of disposing, of Solid. Waste, (2) costs of collecting, processing and disposing of County Recyqlablds, (3) to the extent permitted by law, costs of/prov.idi4g 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 an Material Financial Changes. Notwithstanding any other provision of this Agreement, the ' County shall not put into -effect any Material Financial Change unless the County first obtains the consent of all Parties. It will be each Town's obligation- to determine whether any* change or proposed change to the Solid waste Management -Plan and Policies is a Material Financial Change with respect to such Town within ten Business Days of receiving notice of the change or. proposed change,' and to notify the County within five additional Business Days if the town determines that such change or proposed change is a Material Financial Change. The provisions.of this paragraph are independent of the further provisions of this Part 4 concerning rates, fees and charges. 5 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. (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 Goverhmenttal 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 and of the notice period or, if later, the datd of the last Governiuig g 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 Governmelital Fee- during or. at the beginning . of any Fiscal Year to a f * ee that exceeds the fete in effect at the end of the preceding Fiscal Year by more than 10, -without the pribr consent of all the other Parties. The Parties, intend and agre' e that the County shall endeavor to adjust any and all Governmental Fees only annually, with changes . becoming, effective only at the.beg#ning of a Fiscal Year. (3) The County may, decrease any Governmental pee,•*from time to time in its disatietion, 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 decredse, an availability fee. Thifs 6 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 cove red by this I - section, then the County Will give* at least 30 days' notice of the propos . ed change to the other Parties, and the County will request that- the Advisory Board consider the . proposed change. if the Advisory BobLrd. recommends that..the change he 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 tak6- effect only if the County and at least one. other Party -subsequently 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 far' 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 I%- 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 requitement that County use general funds for System purposes. The CoLinty 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 * Rec-iclables, (3) to the extent permitted by law, to pay costs of'providing public benefits determined to be provided pursuant to Part 6, and M' 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. 7 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. Nbtwithstanding 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 f o . 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. S. 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 6pprokimately 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 a4y, 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 at zoning remains effective which allows solid waste managgqent uses, other than burial of mixed solid waste or construction and demolition . . waste,.as permitted'uses'ag 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 6 Exhibit E property it 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 pl 'an inc luding 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. 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 restriction's, either through deed restrictions or through governmental. regulation. The Greene Tract Owners 1 agree that during the bargaining period" each should provide opportunity --for public. - comment on possible or proposed uses or..dispositionsi During the 11 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) eXiter 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 pdrmitted by law, Chapel Hill agrees not to initiate any proceeding to rezone any portion of the Greene Tract during the "bargaining period, the consent of the other Greene Tract Oimers. Execution and delivery of this Agreement by the Greene Tract Owfiers constitutes consent of the Greene Tract Owners for Chapel Hill to rezone the Exbi ' i3it 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 Greenia Tract in its Development. Code/Ordinances and states its recommendation to future Chapel Hill Governing Boards•to the.same effect. 9 After the "bargaining period,7 is completed, namely, the day after the* last day of the . bargaining period, no Greene Tract Owner shall (1) file any legal action or pr6ceeding 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 I prior notice ok'an election to be no longer bound by the above restrictions strictions pertaining to the'uses •of and whether to impose use restrictions on 'the remainder of the Greene Tract, and such , 61 * e ection 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 di-16position'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 c1iiestion' of. community benefits. Upon the release of the report,' each-Party shall provide for its Goverfiinq 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 Patty 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 beniefits shall continue to include participation by persons - belonging. -to the relevant community. Final determinations of the *public -benefits to be provided, the. sources of Ti for pro financing and the mechanisms ' providing the benefits, h6wever, shall. I be made only by further agreement of all the Parties, The Parties state their pr4ference* that benefits be financed from System funds'to*the extent'permitied by law. To the extent permitted. by 14w and by generally . accep* ted 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. EE Wlq"� ' 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 Ad-0-isory 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 I the existing Landfill owners I Group VILOGII) on matters of solid waste management policy and operations until the Advisory Board begins to meet. The LOG shall continue to operate by.corisensus, 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 to Exhibit C sets forth details responsibilities and the.procedures forth the Parties' agreement as to of Advisory Board members. members to the Advisory Board. concerning the AdVisory Board's that it shall follow, and also sets the 'appointment and terms of office 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 3O 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 Univ&rsity 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 t * o enter into a supplement or amendment to this agreement to include provisions reasonably necessary or appropriate to provide for the tniversity's partic3-pa[tion on the Advisory Board in such circumstances. 11 [Exhibit A contains certain definitions that apply to this Agreement. Exhibit B contains I certain additional ',provisions of thli-S Agreement..] '[The remainder of this page has been .laft blank intentionally.] 12 Br: Town Clerk mayor By- Town Clerk. mayor Ekbibits - A. Definitions B. Additional provisions C. Repiding the Advisory Hoard D. Legal deseription of Greene Tract S. Legal description of Grease Tract porticil to be devoted to solid mote = ,o head nad *EE -iefal eta= err ma, WE day QL i 1999. r6FUtl ftm%y Relic MY commimmium apply mm, Ca= or- 11 CAZ*fd i CRXM COMIT � a xotai7 Public at- such County and Rama, m irti y that and personally came -before we this day and u0nm1afted that they ante e8ts Hayat and 'fin Clark, revectively, of Me Same. at Cbepal hil.3'.7., M=th Cm=lim. end Met by asWoritr diu2y, given, and as cM stet of such Town. the foregoing inatxuOMt mall aigndd' in tbo Town-16 new by such Rhyar. sealed with Us mute oval and attested by. dumb Towt Mark. . my hand Ow efticiai stems tar Rm&%r chin day bg 1.499. • Matary Public lei► commission espiraa: I, a Matasy Public of wW:h County and State, =rtLfy that and . paaaoaaliy came before Min day tad adhoso�rladgmd that tbiT "* tbs lmtyar atad Toms Clerk. reapnetirnalY. of the Town of Siusborouph. forth Car Um, ad that by authority duly Qum and as tM an at .such Toms, the tm*plag imatruismat was tigaad d& the TomaIa name by aueh MycV, eemled with its ate meal and m MI 1lRd'J�.''Z`: iSFIIS�} TONN OF cRpx .nm Bye Town Clerk MaYot Embi its A. Definitions 8, Adittic=l g=a Tiaicm C. Regarding .the Advisory Board D. Legal descripticin of Greene Tract R. Legal deacription of Gzueae Tract portion to ba devoted to solid waste t. a Notazy Public of such 'C'ounty said State. certify #tt and psseonally Came bezats tan thle daT and aekoar,ladped that they are th¢ Chais: And Clark. respectively, of the aOSW of aaioasxa of DMOC Canny, borth Carolina, sad that by antb=fty duly given and." bbs &M of Orange Cmwty, .North C=oliaso Cho fic -26feg WMECTUROnt was signed is the Datatty's Same by such Chair, sealed with.its P=gUaste seal and attested by such Clark. 1999. UZZIM toy hand and eafiieial stamp ar seal, tbia day of >�otaL'Y' !RY ax�mieeioss expirma e ' alleotw"Y public of such Cotntty and State. csrtiiy that nc6el A OehdR� pcs:eonaliy cast before tm tb3as day and aaknowl rbatt tbsr are tea myor and Vowd Clark, reapasctiYely, of the TUM of Cant=. forth ICas Ihw, •mod shat by Wtbar ty daly given and as the act of auGh T&wn, then forwalnQ i3i2trtmtat r:, s.•atigaad in the Town I c nsam by such mayor, ot¢ulad with its gate seal and { 7istesttad b 1 stitch T mn Cleft. • 1 • y� � ��,s.. --.. „� y seed affieisl stamp or seal, this day of MIND IN „-+ • ,���'G.. g4 -- Notary Public - � � 4 !!y"� a,= sr�zs' / peen v 1 M== C== I, a matasy publtc of such Oounty and stets. cartify that - and Personally case balore we this .day no ack=W1edgad that tbaty are the Player and toga Mark, rospatctively, of the Tom of Chapel 9il.l; /tosth MMUM, and th" by egth6x'tY- duly' pfvtat• sad as tht set of such tiara, the loro�BofsxJ i atrus sat v*q sigaad is the Tawas amt by such Mayor, sealed with its corporate assay, :isd attvvbud by such Tama Clerk. Wi hand and. oEticial stamp tar a.atl, this gay. of 199:1. Rataey public my camission expirsse .r. 22= or DICIM CUOZ.I=.t an jam tq,IIll" Y. a rr public of sheet axaty and State, cattw t"t a� P*rxcaaLly case we" on this fay sad asekaoJ.Vftad that they aloe the O"Or and Town Clerk, rsspstt V*ly, of the Tam of a nabatco.. llamtit d�pliaa. sn4 tbatt 'by! authority dsly given sad es the a cc of such Tama, the: foraeQaitPg 3�trttaaemt ' ' tie Tomes ?seem by soda KayOr, ®ealed with its Caszpasatz 004 and la - 3I D i, a 3tatasy Pdhais of nosh Oenaty Dad Btata, aentity that am psreoonlly � ba8arc as this day and aola�a.rl�ad that tbar asn tba lair Dnd Clark,.Mub"Ctiftly, at tbo Bond of Comimoloom cc MAP CCoaty, NOM Carolina, and that by autb=UY duly 93'voa and as tbx act of 0=390 Camty, Hatth CLvaline, the toregoing inacrnaoot ma signed in the Co�uaty`a by Stich Mal sensed with its eospoxata oval and .attested by such Clerk. s my head and Official Ctaw or 8811. this � day of 19D9. [si�Ll Hat"y Public my =Miamian capirmst 1, a Rotary public oT such Coamty and 3tmta, eertitr that oad personally carom before ar this day and acs 2.udd that diey•are the Mayor and Tmm Clark, rwpmtivmly, of. the Ttsm of Chapel Hill. Morth Carolina, and that by anthwitY daly. gitin 94 Pa Ift as of OiWA Twn, the tamping Instrument vam signed in the Town 's nice by aueh wayar. aaalad with its.eexgorate Deal Bind ateeattd by such Town. Mcrk. N=mms my hand and otcicial atww or aoai, tu" d&r of r 1999. IBM) N*WLzy Publie sty cami.ea5on axpirms r r.. .r:. .... �n.., .. ,�•. I. a notary Public of such County and State, earti.ty that and gezaaaally em Worm we this day and acknowledged that they axe tha Wkyaf and TOWS. McZX, reagectS- ly. or the Town of RUlaborouph, nasrh earolLuL, and that by authority duly giv u wd as the act of aueh sewn, tha'toregning i erammot was signed in the Tom `s Hann by such PAyor, sealed with ite corpo; ate saal and ' _D STATE OF NORTH CAROLINA; ORANGE COUNTY C3 3. I, a Notary Public of such County and State, certify that anti' personally came before me this day and acknowledged that they are the Mayor and Town Clerk, respectively, of the Town of Hillsborough, North Carolina, and that by authority duly given and as the act of such Town, the foregoing instrument was signed in the Town's name by such Mayor, sealed with its corporate seal and attested by such Town Clerk. WITNESS my hand and official stamp or seal, this _ day of 1 1999. [SEAL] My commission expires: Notary Public 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. ffAgreamenem 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. aCarrboroll means the Town of Carrboro, North Carolina. "Chapel Hill" means the Town of Chapel Hill, North Carolina. accun't.y- means orange county, North Carolina. "County Manager" meanb•the County's chief administrative officer. "County Recyalibleoff means all materials processed by the County for redycling 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. RF=Iselng Transfer Date, all other land. all licenses, contracts,: all and all cash i System Assets* means all System assets as of the including, without limitation, the existing landfill, and buildings, all equipment, including rolling stock, permits and other governmental itutharizatibns,..,-all customer records, all bank and other business records, 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" mean 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. "Greene Tract" means -thc 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. "Hillsborough" means the Town of.Rillsborough, North Carolina. Integrated solid waste management Plan- means the report• submitted pursuant'to law to State authorities that described the long- term plan fat 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 2•, 1997, (b) by Chapel Hill on June 9, 1997, (c) by Hillsborough on June 17, 7.997, and (d) by the County on June 30, 1997. "Material Financial Change." means a change, or series of related changes, made by the County to the Solid Waste Management Plan and Policies that, in the. determination of any Town (provided that the Advisory Board must verify such determination if so requested by the County),. would have the effect of increasing by more . than ;15!k 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) thg total cost for't*he Fiscal Year most recently completed prior to the effective•date. 'Mixed Solid Waste Tipping. Fee' means. the fee of that name assessed for disposing mixed solid waste at.the existing -landfill, any 16 (9) successor to that fee, or any other fee assessed for the use of System Waste (such Management Facilities related to the disposition of Solid. as. a fee imp I osed far . the use of a transfer station or materials recovery facility) . "Other Recyclables" means materials . which would. otherwise constitute Solid Wastd, 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. 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•th6.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 Plain and P611clesm.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-teft 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 17 0 Policids, 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. wSystamw means all assets, including both real and personal property, used from. time to time in the' conduct of the functions of collecting anal processing County Recyclables, reducing solid waste, disposing of Solid. Waste and mulching, compofting and re-usin4`Solid Waste, and includes both •a) the Existing System Absets and (b) all moneys and investments related to such functions.. "System Debt: .11 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 r6quired to be capitalized in accordance with generally accepted accounting principles. System Debt is "Outstanding" at all times after it is issued or contracted until it is paid. "System EmPlaYeesw means employees of Chapel Hill directly engaged in carrying out System business (but expressly pressly not including employees of Chapel Hill's sanitation department). "System Management Facllltleisff means those assets of the System used to provide (a) final disposal of solid waste, including construction and demolition waste, such.a[s 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 recy.61"able material. `S.Ystem Revenues" ineans 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. VL TOVWSAV means, collectively, Carrboro, Chapel Hill and Hillsborciugh. 'Ift Transfer Date" means the effective date. is 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. Attn: Toi#n Manager. Notices. 137 North Chur*ton.' (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 deliveked by hand or (ii) on the dat4 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, KC 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: Toi#n Manager. Manager 137 North Chur*ton.' 306 North St. Columbia St. aillsbdrough, NC Chapel Hill, NC 27278 27516 any aption.taken in reliance upon such 'waiver. (q) Any Party. may . designate, ' a different address for communications by notice given under this Section to each other Party. I (d) 'whenever in this Agreement the givii2g of notice is required, the giving of such notice may be waived in writing by the Patty. 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 aption.taken in reliance upon such 'waiver. When this 19 Agreement requires that notice be given to more than one Party,' the effective date •.of the notice will'be the last date on which notice is deemed•given to any required Party. No Third-Party Beneficiaries. Nothing expiessed 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 provisibn*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 hip 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 tVis 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: (aj A withdrawal may be effective only upon' the beginning of a Fiscal Year. A Town may withdraw only with . h 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 obligationb under Part 2 so long as there is System Debt Outstanding; provided, however, that System' Debt '' f ir* st issued or contracted after the -date a Party gives noticie'of withdrawal will be disregarded for. the purposes of this paragraph- I (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 24 39 - has accrued prior to the effective date of such Party's withdrawal. *Actions by a Party. Any references to approvals or other actions by any Party will be deemed to be references to actions taken by the Party's Governing Board or taken pursuant to I express, specific direction given by the Party's Governing Board. Agreed-Upon Procedurea. 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. I 21 C§ Exhibit c - Regarding the Advisory 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; (a) 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 Agreekent. 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: county Ca rrboro chapel Hill Hillsborough I Member A 2 years 2 years I year 1 year Member B 3 years 3 years 3 years 2 years PE 102 (a) 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. Tune 30, but each member shall continue to serve until such member's successor has been duly appointed and qualified for offide. (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 t6 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 -,T4niversity member appointed pursuant to Part 7 shall have only one vote, and that vote shall not be cast in the member's absence. 23 (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. 24 D Exhibit D Legal Description of the Greene Tract Exhibit E - Legal Description of the Portion of the Greene Tract. To Se Devoted to Solid Waste Management Purposes disk/83.799woblckln.doc 25 QP9 Excerpt: SUMMARY MINUTES OF A REGULAR BUSINESS MEETING OF THE CHAPEL HILL TOWN COUNCIL WEDNESDAY, JULY 7, 1099 AT 7:00 P.M. Item 17 —Petitions a. By the Mayor and Council Members Mayor Waldorf reminded the Council that it had made a commitment to make zoning changes on the 60 acres of the Greene Tract that were designated for solid waste use. She suggested- that a8 a show of good faith the Council might set a date, such as October 18'h, for a hearing.. Council Member Brown asked if this would be a public hearing to change the zoning. Mr. Horton explained that it would be'to change what was permitted within existing zoning. Mayor Waldorf said that it meant adding material recovery facilities (vIRF) and transfer stations as permitted uses rather than special uses, which was what they would be in that area. Council Member Foy asked if it would be more than that'60 acres. Mr. Horton said that it would actually apply to wherever that zoning district was. Council Member Brown said that the Council was not sue what they were calling the hearing for. Mayor Waldorf stated that her intent was to propose that the Council make amendments to the De#elopment Ordinance and the Zoning Atlas, if necessary, "to enable MRFs and transfet stations to be permitted uses on the 60 acres of ' the Greene Tract that had been identified as exhibit E and had been identified as the acres that will be reserved for solid waste purposes." Council Member Brown said that she was concerned about notification of the neighbors who, if it was not a rezoning, would have recourse to a protest petition. Mr. Horton said that it would not be a rezoning and that the Town would advertise it in the same fashion that it would advertise any ordinance text amendment. Mayor.pro tern Capowski asked if there were any other rural transition areas other than the Greene Tract. Mr. Waldon. replied, that there were, and listed them. 1%&. Horton recommended that the Council call. the public hearing for the purpose of considering a new zone that would be limited to that sixty aces. Coun6il Member Brown asked if it would be similar to what they did with Scarlette Drive which could involve a protest petition. Mr. Horton replied that it would be. Mayor Waldorf said that this was a much better solution. COUNCIL MEMBER FOY MOVED, SECONDED BY COUNCIL MEN113ER PAVAO, TO HOLD A PUBLIC HEARING ON OCTOBER 18, 1999, TO CONSIDER AN AMENDMENT TO THE DEVELOPMENT ORDINANCE TO REZONE THE 60 ACRES. OF THE GREENE TRACT TO PERMIT THE USE OF A TRANSFER FACILITY OR A MATERIALS RECOVERY FACILITY THERE.' THE MOTION WAS ADOPTED UNANIMOUSLY (9-0).